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, 1997
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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 48265-1000
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(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
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(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, 1997 and 1996. . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1997 and 1996. . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6
Supplemental schedules:
Line 27a-Schedule of Assets Held for Investment Purposes,
as of December 31, 1997. . . . . . . . . . . . . . . . . 17
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1997. . . . . . . . . . . . . . . 19
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. . . . . . . . . . . 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
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(Name of plan)
Date June 23, 1998 By:
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/s/John F. Smith, Jr.
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(John F. Smith, Jr., Chairman
President's Council)
- 2 -
INDEPENDENT AUDITORS' REPORT
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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, 1997 and 1996, 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,
1997 and 1996, 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, 1997 and (2) reportable
transactions for the year ended December 31, 1997 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 1997 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 12, 1998
- 3 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
1997 1996
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ASSETS:
Investments, at fair value:
Value of Interest in General Motors Savings
Plans Master Trust $68,367,643 $49,062,156
Mutual Funds 58,596,085 35,425,308
Fixed Income Fund 981,462 8,957,879
Loans to participants 11,881,273 9,001,970
Investments, at contract value:
Investment contracts stated at cost
plus accumulated interest 36,206,385 27,455,663
----------- ----------
Total assets 176,032,848 129,902,976
LIABILITIES:
Accounts payable 32,389 -
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $176,000,459 $129,902,976
=========== ===========
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, 1997 AND 1996
1997 1996
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ADDITIONS:
Investment income:
Net appreciation in
fair value of investments $2,890,706 $1,777,384
Dividends 3,611,523 2,449,584
Interest 5,320,575 2,009,369
Net investment income from the General
Motors Savings Plans Master Trust 14,903,434 7,490,763
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Total investment income 26,726,238 13,727,100
Interest on loans 826,605 609,113
Participants contributions:
After tax 5,948,955 7,921,919
Tax-deferred 19,320,150 19,271,548
Rollover 1,210,933 710,252
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Total contributions 26,480,038 27,903,719
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Total additions 54,032,881 42,239,932
DEDUCTIONS:
Benefits paid to participants 7,935,398 4,614,535
Forfeitures - 1,764
---------- ----------
Total deductions 7,935,398 4,616,299
NET INCREASE 46,097,483 37,623,633
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 129,902,976 92,279,343
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End of year $176,000,459 $129,902,976
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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. 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 20% of Eligible Earnings (25% effective
January 1, 1998) on an after-tax basis whereby the contributions are
included in the participant's taxable income in the period of
contribution ("After-Tax Savings").
o Participants may contribute up to 20% of Eligible Earnings (25% effective
January 1, 1998), or $9,500 for the years ended 1997 and 1996, 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, 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.
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 will be invested in an income fund investment option prior to
allocation to participant's accounts.
Assets held in this fund are expressed in terms of units and not shares of
stock. Each unit represents a proportionate interest in all of the assets of
this fund. The value of each participant's account is determined each
business day by the number of units to the participant's credit, multiplied
by the current unit value. The return on a participant's investment is based
on the value of units, which, in turn, is determined by the market price of
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 three 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, 1997 and 1996, respectively, were as
follows:
Interest Interest
Rate Rate
as of as of Fund Investment Contracts
12/31/97 12/31/96 Manager 1997 1996
-------- ----------------------------- ---------- ----------
6.23% 6.23% Principal Mutual Life $2,829,398 $2,663,481
7.38% 7.38% Provident National 1,545,330 1,439,123
6.86% - New York Life 4,776,638 -
6.26% 6.36% John Hancock Mutual Life 5,629,486 3,292,389
6.40% 6.20% John Hancock Mutual Life 7,695,835 7,236,957
7.00 7.09% Metropolitan Life 13,729,698 12,823,713
---------- ----------
$36,206,385 $27,455,663
========== ==========
The contract value of the investment contracts approximates their fair value
at December 31, 1997 and 1996. The average yield on investment contracts for
the years ended December 31, 1997 and 1996 was 6.69% and 6.70%,
respectively.
In 1997 and 1996, investments were also made in short-term U.S. Government
debt obligations and cash. At December 31, 1997 and 1996, the fair value of
such investments, considered as the Fixed Income Fund was $981,462 and
$8,957,879, respectively.
Mutual Funds - This option is comprised of four core option mutual funds and
forty 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.
- 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 participants account exceeds $3,500 ($5,000
effective January 1, 1998). 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, 1997 and 1996.
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, 1997 ranged from 6% to
9%). Interest paid on the loans is credited back to the borrowing participant's
account in the Plan. No earnings will accrue to the assets liquidated for the
loan. At December 31, 1997 and 1996 loans to participants were $11,881,273 and
$9,001,970, 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 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.
- 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:
- 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 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 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.
- 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 the
carrying value of investments as of December 31, 1997 and 1996.
Investment Manager Investment Type 1997 1996
- -------------------- ----------------------- ------------ ------------
State Street Bank Value of Interest in
and Trust General Motors Savings
Plans Master Trust $68,367,643* $49,062,156*
Fidelity Magellan 12,282,023* 7,397,544*
Fidelity Puritan 7,266,937 4,110,838
Fidelity Contrafund 22,413,360* 14,870,776*
Fidelity Asset Manager 2,103,341 1,334,359
Fidelity Self-Directed Accounts 14,530,424** 7,711,791**
---------- ----------
Total mutual funds 58,596,085 35,425,308
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State Street Bank
and Trust Fixed Income Fund 981,462 8,957,879*
Loans to Participants 6% to 9% 11,881,273* 9,001,970*
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Principal Mutual Life Investment Contract, 6.23% 2,829,398 2,663,481
Provident National Investment Contract, 7.38% 1,545,330 1,439,123
New York Life Investment Contract, 6.86% 4,776,638 -
John Hancock
Mutual Life Investment Contract, 6.26% 5,629,486 3,292,389
John Hancock
Mutual Life Investment Contract, 6.40% 7,695,835 7,236,957*
Metropolitan Life Investment Contract, 7.00%13,729,698* 12,823,713*
---------- ----------
Total Guaranteed Investment Contracts 36,206,385 27,455,663
---------- ----------
TOTAL $176,032,848 $129,902,976
=========== ===========
* Represents 5% or more of Plan assets.
** Represents the total of forty 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 at:
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
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
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
- 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, 1997 and
1996:
1997 1996
Employee Contributions:
GM $1-2/3 par value Common Stock Fund $1,749,313 $2,412,777
Raytheon Class A Common Stock Fund - -
Equity Index Fund 5,955,223 5,910,740
Balanced Fund 454,195 412,489
Income Fund 7,874,553 9,634,081
Fidelity Magellan Fund 2,078,899 2,325,869
Fidelity Puritan Fund 1,549,362 1,189,508
Fidelity Contrafund 4,270,360 3,875,123
Fidelity Asset Manager 499,599 453,173
Self-Directed Accounts 2,048,534 1,689,959
---------- ----------
$26,480,038 $27,903,719
========== ==========
Investment Income:
GM $1-2/3 par value Common Stock Fund $1,553,382 $1,219,997
Raytheon Class A Common Stock Fund 650,294 -
Equity Index Fund 12,402,775 6,105,254
Balanced Fund 269,868 165,512
Income Fund 2,382,141 1,999,337
Fidelity Magellan Fund 2,222,014 717,617
Fidelity Puritan Fund 1,146,847 441,005
Fidelity Contrafund 3,899,195 2,150,903
Fidelity Asset Manager 356,344 130,424
Self-Directed Accounts 1,843,378 797,051
---------- ----------
$26,726,238 $13,727,100
========== ==========
Benefits Paid to Participants:
GM $1-2/3 par value Common Stock Fund $835,935 $628,916
Raytheon Class A Common Stock Fund 375 -
Equity Index Fund 2,247,507 1,094,228
Balanced Fund 52,813 31,424
Income Fund 3,188,370 2,127,609
Fidelity Magellan Fund 450,715 233,529
Fidelity Puritan Fund 234,902 81,868
Fidelity Contrafund 631,876 327,024
Fidelity Asset Manager 84,345 34,371
Self-Directed Accounts 208,560 55,566
---------- ----------
$7,935,398 $4,614,535
========== ==========
- 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 $(1,466,531) $(3,190,673)
Raytheon Class A Common Stock Fund (14,627) -
Equity Index Fund 1,860,888 895,526
Balanced Fund 65,258 (42,687)
Income Fund (5,623,460) (3,857,033)
Fidelity Magellan Fund 1,240,057 (255,636)
Fidelity Puritan Fund 764,578 639,644
Fidelity Contrafund 604,630 3,512,359
Fidelity Asset Manager (27,709) 89,991
Self-Directed Accounts 2,596,916 2,208,509
--------- ---------
$ - $ -
========= =========
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 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. 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, 1997 and 1996:
1997 1996
Value of interest in Master Trust $68,367,643 $49,062,156
---------- -----------
Percentage of total Master Trust 0.80% 0.66%
---------- -----------
Value of interest in the net investment
income from Master Trust accounts $14,903,434 $7,490,763
---------- ----------
Percentage of total Master Trust net
investment gain 0.81% 1.05%
---------- ----------
- 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, 1997 and 1996 are summarized in thousands as follows:
1997 1996
ASSETS
Investments, at fair value:
Common Stock:
General Motors $1-2/3 par value $4,219,576 $4,237,497
General Motors Class H, $0.10 par value 225,418 389,506
EDS Common Stock Fund 460,532 632,206
Raytheon Class A Common Stock Fund 360,087 -
Other Corporate 15,110 12,440
U.S. Government Securities 2,913 1,875
Common/Collective Trust 3,167,494 2,063,946
Cash 51,835 79,952
--------- ---------
Total investments 8,502,965 7,417,422
Receivables:
Due from broker for investments sold 2,664 2,081
Accrued investment income 4,791 1,633
--------- ---------
Total receivables 7,455 3,714
--------- ---------
Total assets 8,510,420 7,421,136
--------- ---------
LIABILITIES:
Due to broker for securities purchased (8,553) (49)
--------- ---------
Net assets available for benefits $8,501,867 $7,421,087
========= =========
The net investment income of all participating plans in the Master Trust for the
years ended December 31, 1997 and 1996 is summarized in thousands as follows:
Interest $4,273 $5,651
Dividends 148,332 145,877
Stock dividend 314,280 -
Net appreciation in fair value of investments:
Common stocks 658,340 192,900
U.S. Government securities 303 78
Common and collective trusts 703,360 365,828
Registered investment company 8,321 6,410
-------- ---------
Total net appreciation in fair value
of investments 1,370,324 565,216
--------- ---------
Total investment income $1,837,209 $716,744
========= =========
- 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
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
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 $62,037,044 $68,367,643
* State Street Bank Fixed Income Fund
and Trust 966,132 981,462
Mutual Funds:
Fidelity Magellan 10,932,695 12,282,023
Fidelity Puritan 6,733,402 7,266,937
Fidelity Contrafund 21,159,219 22,413,360
Fidelity Asset Manager 2,103,275 2,103,341
Fidelity Capital Appreciation 77,238 72,877
Fidelity Retirement Growth 108,320 103,901
Fidelity Value 958,221 949,525
Fidelity Small Cap Stock 161,786 170,277
Fidelity Fifty 72,344 74,044
Fidelity OTC Portfolio 317,771 310,654
Fidelity Emerging Growth 49,960 43,291
Fidelity Stock Selector 298,726 318,230
Fidelity Disciplined Equity 169,533 180,897
Fidelity Growth Company 533,881 556,269
Fidelity Dividend Growth 1,082,192 1,162,315
Fidelity Trend 37,325 34,527
Fidelity Blue Chip Growth 2,392,965 2,725,706
Fidelity Fund 356,775 393,090
Fidelity Growth & Income 153,564 151,252
Fidelity International Equity Income 438,396 475,640
Fidelity Equity Income II 1,083,573 1,186,009
Fidelity Real Estate Investment 230,918 246,949
Fidelity Utilities 53,476 56,191
Fidelity Worldwide 274,177 268,142
Fidelity Canada 37,720 34,843
Fidelity Diversified International 257,005 269,247
Fidelity Pacific Basin 62,432 51,728
Fidelity Growth & Income 1,505,152 1,723,645
Fidelity Europe 297,011 312,793
Fidelity Overseas 410,980 418,101
Fidelity Asset Manager Growth 106,799 113,029
Fidelity Convertible Securities 40,642 40,380
Fidelity Balanced 4,464 4,610
Fidelity Global Bond 12,360 11,751
Fidelity Investment Grade 18,967 19,317
Fidelity Government Securities 68,774 70,890
Fidelity Freedom Income 3,047 3,082
Fidelity Freedom 2000 2,000 1,938
Fidelity Freedom 2010 25,587 26,174
Fidelity Freedom 2020 170,108 184,870
Fidelity Freedom 2030 28,379 28,162
Fidelity Latin America 11,367 12,167
- 17 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997 - 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 Emerging Markets $ 9,488 $ 6,163
Fidelity Mid Cap Stock 149,611 146,292
Fidelity Low Priced Stock 542,818 563,211
Fidelity Export & Multinational 88,063 77,688
* State Street Bank
and Trust Money Market 930,557 930,557
---------- ----------
Total Mutual Funds $54,563,063 $58,596,085
---------- ----------
Loan Fund 6 - 9% 11,881,273 11,881,273
Principal Mutual
Life Investment Contract, 6.23% 2,829,398 2,829,398
Provident National Investment Contract, 7.38% 1,545,330 1,545,330
New York Life Investment Contract, 6.86% 4,776,638 4,776,638
John Hancock
Mutual Life Investment Contract, 6.26% 5,629,486 5,629,486
John Hancock
Mutual Life Investment Contract, 6.40% 7,695,835 7,695,835
* Metropolitan Life Investment Contract, 7.00% 13,729,698 13,729,698
---------- ----------
Total Guaranteed Investment
Contracts 36,206,385 36,206,385
---------- ----------
Total Assets Held for Investment $165,653,897 $176,032,848
=========== ===========
* Indicates party-in-interest
- 18 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
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 $23,239,725 - - - $23,239,725 $23,239,725 -
and Trust Fund - 15,263,212 - - 15,263,212 15,263,212 -
Fidelity Magellan 7,400,728 - - - 7,400,728 7,400,728 -
- 3,977,558 - - 3,865,579 3,977,558 111,979
Fidelity Contrafund 12,902,719 - - - 12,902,719 12,902,719 -
- 7,043,703 - - 6,614,277 7,043,703 429,426
Loan Fund 7,952,093 - - - 7,952,093 7,952,093 -
6 - 9% - 5,015,003 - - 5,015,003 5,015,003 -
---------- ---------- ----- ---------- ---------- ---------- --------
$51,495,265 $31,299,476 $ - $ - $82,253,336 $82,794,741 $541,405
========== ========== ===== ========== ========== ========== ========
There are no single reportable transactions that reach the 5% of beginning net
assets criteria.
- 19 -