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, 1999
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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
300 Renaissance Center, Detroit, Michigan 48265-3000
----------------------------------------------------
(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
300 Renaissance Center
Detroit, Michigan 48265-3000
- 1 -
FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No.
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Saturn Individual Savings Plan for Represented Members:
Independent Auditors' Report. . . . . . . . . . . . . . . . . 3
Statements of Net Assets Available for Benefits
as of December 31, 1999 and 1998. . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1999 and 1998. . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6
Supplemental schedules:
Schedule of Assets Held for Investment Purposes,
as of December 31, 1999. . . . . . . . . . . . . . . . . 15
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. . . . . . . . . . . 17
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant 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 28, 2000 By:
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/s/John F. Smith, Jr.
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(John F. Smith, Jr., Chairman
of the Board of Directors)
- 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, 1999 and 1998, 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 auditing standards generally accepted
in the United States of America. Those 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 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. Such schedule has been subjected to the auditing
procedures applied in the audit of the basic 1999 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
Nashville, Tennessee
June 16, 2000
- 3 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
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ASSETS:
Investments, at fair value:
Value of Interest in General Motors Savings
Plans Master Trust $101,775,547 $87,724,172
Mutual funds 115,220,310 83,796,511
Fixed income fund 6,710,380 4,427,712
Loans to participants 15,353,396 13,779,219
Investments, at contract value:
Investment contracts stated at cost
plus accumulated interest 56,984,632 42,008,925
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $296,044,265 $231,736,539
=========== ===========
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, 1999 AND 1998
1999 1998
----------- -----------
ADDITIONS:
Investment income:
Net appreciation in
fair value of investments $13,548,410 $2,723,729
Dividends and Interest 11,095,039 17,261,782
Net investment income from the General
Motors Savings Plans Master Trust 18,320,479 18,798,618
Interest on loans 1,159,653 1,076,522
---------- ----------
Total investment income 44,123,581 39,860,651
Participants contributions:
After tax 5,441,556 4,607,395
Tax-deferred 20,477,040 17,645,374
Rollover 1,042,653 1,072,918
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Total contributions 26,961,249 23,325,687
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Total additions 71,084,830 63,186,338
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DEDUCTIONS:
Benefits paid to participants 6,777,104 7,448,722
Forfeitures - 1,536
---------- ----------
Total deductions 6,777,104 7,450,258
---------- ----------
NET INCREASE 64,307,726 55,736,080
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 231,736,539 176,000,459
----------- -----------
End of year $296,044,265 $231,736,539
=========== ===========
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 (the "Corporation"), established a defined contribution plan, the
Saturn Individual Savings Plan for Represented Members (the "Plan"). General
Motors Investment Management Corporation ("GMIMCo")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 State Street Bank and
Trust Company ("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 direct the investment of their contributions into various
investment options offered by the Plan. Participants may elect to
contribute to the Plan in several ways:
o Participants may contribute up to 25% of Eligible Earnings 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, or $10,000,
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 D) 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.
Promark Large Cap Index Fund - During 1999, the name of the Equity Index
Fund was changed to the Promark Large Cap Index Fund. Under this option,
participant contributions are invested in a portfolio of common stocks
managed by GMIMCo, a wholly-owned subsidiary of the Corporation and a
party-in-interest. 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.
Promark Balanced Fund - During 1999, the name of the Balanced Fund was
changed to the Promark 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.
Delphi Common Stock Fund - On May 28, 1999, the Corporation completed the
spin-off of Delphi Automotive Systems ("Delphi"). In connection with that
spin-off, Delphi common stock was distributed to holders of GM $1-2/3 par
value common stock. Such distribution required the addition of the Delphi
Common Stock Fund as an investment option. Program participants holding
units in the GM $1-2/3 Par Value Common Stock Fund were allocated
approximately .70 units in the Delphi Common Stock Fund for each unit held
in the GM $1-2/3 Par Value Common Stock Fund. Such distribution was recorded
as a stock dividend, in which a total of $887 million of Delphi common stock
was distributed to GM $1-2/3 par value common stockholders. The Delphi
Common Stock Fund will remain as an investment option; however, no further
contributions or exchanges from any other investment option into the Delphi
Common Stock Fund will be permitted during that time.
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
Delphi common stock, the amount of any dividends paid thereon, and by
interest earned on short-term investments held by the fund.
The above six options are included under the General Motors Savings Plans
Master Trust (See Note D).
Promark Income Fund - During 1999, the name of the Income Fund was changed
to the Promark Income Fund. Under this option, funds are invested in
investment contracts issued by insurance companies and short-term U.S.
Government debt obligations. 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, 1999 and 1998, respectively, were as
follows:
Interest Interest
Rate Rate
as of as of Fund
12/31/99 12/31/98 Manager 1999 1998
-------- ----------------------------- ---------- ----------
6.86% 6.86% New York Life $5,448,348 $5,101,449
5.88% 5.88% John Hancock Mutual Life 10,679,375 10,088,487
6.28% 6.00% John Hancock Mutual Life 8,625,138 8,122,654
6.47% 6.00% Metropolitan Life 32,231,771 18,696,335
---------- ----------
$56,984,632 $42,008,925
========== ==========
- 8 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
The contract values of the investment contracts approximate their fair
values at December 31, 1999 and 1998. The average yield on investment
contracts for the years ended December 31, 1999 and 1998 was 6.34% and
6.37%, respectively.
In 1999 and 1998, investments were also made in short-term U.S. Government
debt obligations and cash. At December 31, 1999 and 1998, the fair value of
such investments, considered as the Fixed Income Fund, was $6,710,380 and
$4,427,712, respectively.
Mutual Funds - This option is comprised of forty-eight (forty-seven as of
December 31, 1998) 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.
Vesting
Participant contributions vest immediately. Saturn matched participant
contributions were made through January 1, 1992 and earnings thereon vest
fully upon the attainment of five 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. 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, 1999 and 1998.
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,
1999 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, 1999 and 1998, loans to
participants were $15,353,396 and $13,779,219, respectively.
- 9 -
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 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.
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("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.
- Loans to participants - at cost, which approximates fair 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 conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and changes therein, and disclosure of contingent assets and liabilities.
Actual results could differ from those estimates.
o Certain costs of Plan administration are paid by Saturn.
o Certain reclassifications have been made in the 1998 financial statements
to conform to the classifications used in 1999.
- 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, 1999) and the carrying value of investments as of
December 31, 1999 and 1998.
Investment Manager Investment Type 1999 1998
- -------------------- ----------------------- ------------ ------------
State Street Bank Value of Interest in the
and Trust Commingled Accounts of the
General Motors Savings
Plans Master Trust $101,775,547* $87,724,172*
----------- ----------
Fidelity Magellan 25,396,609* 18,946,251*
Fidelity Contrafund 39,080,309* 32,195,883*
Fidelity Other Mutual Funds 50,743,392** 32,654,377**
---------- ----------
Total mutual funds 115,220,310 83,796,511
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State Street Bank
and Trust Fixed Income Fund 6,710,380 4,427,712
---------- ----------
Loans to Participants 6% to 9% 15,353,396* 13,779,219*
---------- ----------
New York Life Investment Contract, 6.86% 5,448,348 5,101,449
John Hancock
Mutual Life Investment Contract, 5.88% 10,679,375 10,088,487
John Hancock
Mutual Life Investment Contract, 6.28% 8,625,138 8,122,654
Metropolitan Life Investment Contract, 6.47% 32,231,771* 18,696,335*
---------- ----------
Total Investment Contracts 56,984,632 42,008,925
---------- ----------
TOTAL $296,044,265 $231,736,539
=========== ===========
* Represents 5% or more of Plan assets.
** Represents the total of forty-six (forty-five as of December 31, 1998)
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. THE MASTER TRUST
As of December 21, 1994, the Corporation established 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 seven 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 Promark
Large Cap Index, the Delphi Common Stock 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, 1999 and 1998:
1999 1998
---- ----
Value of interest in Master Trust $101,775,547 $87,724,172
----------- ----------
Percentage of total Master Trust 1.06% 0.92%
---------- ----------
Value of interest in the net investment
income from Master Trust accounts $18,320,479 $18,798,618
---------- ----------
Percentage of total Master Trust net
investment gain 0.70% 0.98%
---------- ----------
On April 12, 1999, the Corporation's Board of Directors approved the complete
separation of Delphi by means of a spin-off, which was completed on May 28,
1999. Prior to the spin-off, the Corporation established the Delphi Savings Plan
Master Trust ("Delphi Master Trust"), modeled after the Master Trust. On May 28,
1999, assets representing Delphi participants' holdings in the Master Trust were
transferred and reinvested under the corresponding investment options in the
Delphi Master Trust. The total amount transferred to the Delphi Master Trust was
$1.3 billion. As a result of the separation, the Delphi Master Trust was
separated from the Master Trust, and is now administered by Delphi as a separate
trust.
- 12 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
The net assets available for benefits of all participating plans in the
commingled accounts of the Master Trust at December 31, 1999 and 1998 are
summarized in thousands as follows:
1999 1998
---- ----
ASSETS
Investments, at fair value:
Common Stock:
General Motors $1-2/3 par value $4,180,214 $4,403,246
General Motors Class H, $0.10 par value 570,679 500,474
EDS Common Stock Fund 277,729 356,304
Raytheon Class A Common Stock Fund 92,900 267,580
Delphi Common Stock Fund 553,312 -
Other - 20,835
U.S. Government Securities - 1,696
Common and Collective Trusts 3,943,926 3,901,275
Cash - 27,252
--------- ---------
Total investments 9,618,760 9,478,662
Receivables:
Due from broker for investments sold - 21,444
Accrued investment income 249 4,979
--------- ---------
Total receivables 249 26,423
--------- ---------
Total assets 9,619,009 9,505,085
--------- ---------
LIABILITIES:
Due to broker for securities purchased (345) (1,627)
--------- ---------
Net assets available for benefits $9,618,664 $9,503,458
========= =========
The net investment income of all participating plans in the commingled accounts
of the Master Trust for the years ended December 31, 1999 and 1998 is summarized
in thousands as follows:
Interest $ 2,369 $ 3,993
-------- ---------
Dividends 31,009 132,901
-------- ---------
Stock dividend 886,886 -
-------- ---------
Net appreciation in fair value of investments:
Common stocks 946,353 923,472
U.S. Government securities - 603
Common and collective trusts 743,798 843,052
Registered investment company 10,632 8,200
-------- ---------
Total net appreciation in fair value
of investments 1,700,783 1,775,327
--------- ---------
Total investment income 2,621,047 1,912,221
Transfer to Delphi (1,275,480) -
Net Transfers to Participating Plans (1,230,361) (910,630)
--------- ---------
Net Increase $ 115,206 $1,001,591
========= =========
- 13 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Concluded
E. FEDERAL INCOME TAXES
The Plan was submitted to the Internal Revenue Service 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 ("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.
F. SUBSEQUENT EVENT
Effective April 1, 2000, sixteen new Promark funds, three new Fidelity funds and
two other mutual funds were added as Plan investment options.
* * * * * *
- 14 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
Column A Column B Column C Column D
- --------- ---------------- -------------------------------- ----------
Identity of
Issue, Borrower,
Lessor, or Current
Similar Party Description of Investment Value
- --------- ---------------- -------------------------------- -----------
* State Street Bank Value of Interest in the $101,775,547
and Trust Commingled Accounts of the -----------
GM Savings Plans Master Trust
* State Street Bank Fixed Income Fund
and Trust 6,710,380
-----------
Mutual Funds:
* Fidelity Magellan 25,396,609
* Fidelity Puritan 8,159,706
* Fidelity Contrafund 39,080,309
* Fidelity Asset Manager 2,426,214
* Fidelity Capital Appreciation 316,439
* Fidelity Retirement Growth 727,722
* Fidelity Value 610,132
* Fidelity Small Cap Stock 231,421
* Fidelity Fifty 767,956
* Fidelity OTC Portfolio 1,633,151
* Fidelity Capital & Income 61,175
* Fidelity Stock Selector 322,952
* Fidelity Disciplined Equity 112,182
* Fidelity Growth Company 3,250,760
* Fidelity Dividend Growth 2,472,697
* Fidelity Trend 84,881
* Fidelity Blue Chip Growth 6,341,260
* Fidelity Fidelity Fund 1,592,810
* Fidelity International Growth & Income 292,660
* Fidelity Equity Income 982,344
* Fidelity Equity Income II 1,225,487
* Fidelity Real Estate Investment 71,441
* Fidelity Utilities 535,530
* Fidelity Worldwide 331,289
* Fidelity Canada 28,671
* Fidelity Diversified International 604,756
* Fidelity Pacific Basin 1,389,545
* Fidelity Growth & Income 3,022,121
* Fidelity Europe 695,858
* Fidelity Overseas 703,381
* Fidelity Asset Manager Growth 301,322
* Fidelity Convertible Securities 101,920
* Fidelity Balanced 321,496
* Fidelity International Bond 33,263
* Fidelity Investment Grade 127,425
* Fidelity Government Income 276,127
* Fidelity Freedom Income 210,397
* Fidelity Freedom 2000 78,988
* Fidelity Freedom 2010 422,583
* Fidelity Freedom 2020 744,165
* Fidelity Freedom 2030 124,484
* Fidelity Aggressive Growth 8,078,021
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999 - Concluded
Column A Column B Column C Column D
- --------- ---------------- ------------------------------ ----------
Identity of
Issue, Borrower,
Lessor, or Current
Similar Party Description of Investment Value
- --------- ----------------- ------------------------------ ----------
* Fidelity Asset Manager Income 14,633
* Fidelity Global Balance 62,754
* Fidelity Mid Cap Stock 346,769
* Fidelity Low Priced Stock 218,266
* Fidelity Export & Multinational 268,758
* Fidelity New Market Income 17,480
-----------
Total Mutual Funds 115,220,310
-----------
Loan Fund 6% to 9% 15,353,396
New York Life Investment Contract, 6.86% 5,448,348
John Hancock
Mutual Life Investment Contract, 5.88% 10,679,375
John Hancock
Mutual Life Investment Contract, 6.28% 8,625,138
Metropolitan Life Investment Contract, 6.47% 32,231,771
----------
Total Investment
Contracts 56,984,632
----------
Total Assets Held for Investment $296,044,265
===========
* Indicates party-in-interest
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