UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the fiscal year ended December 31, 1996
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the transition period from to
--------------------- ---------------------
Commission file number 33-43747
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SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-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 -
<PAGE>
FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No.
----------------------------------------------- --------
Saturn Personal Choices Savings Plan for Non-Represented Members:
Independent Auditors' Report. . . . . . . . . . . . . . . . . 3
Statements of Net Assets Available for Benefits, as of
December 31, 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 . . . . . . . . . . . . . . . . . 17
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1996. . . . . . . . . . . . . . . 19
Supplemental schedules not listed above are omitted
because of the absence of the conditions under which
they are required.
(b) EXHIBIT
-------
Exhibit 23 - Independent Auditors' Consent . . . . . . . . . . 20
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the President's Council of General Motors Corporation has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Saturn Personal Choices Savings
Plan for Non-Represented Members
--------------------------------
(Name of plan)
Date June 20, 1997 By:
-------------
/s/John F. Smith, Jr.
------------------------------
(John F. Smith, Jr., Chairman
President's Council)
- 2 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
Saturn Personal Choices Savings Plan
for Non-Represented Members:
We have audited the accompanying statements of net assets available for benefits
of the Saturn Personal Choices Savings Plan for Non-Represented Members (the
"Plan") as of December 31, 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 -
<PAGE>
<TABLE>
<CAPTION>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
1996 1995
ASSETS: ----------- -----------
Investments, at fair value:
<S> <C> <C>
Value of interest in General Motors
Savings Plans Master Trust $40,974,143 $34,004,854
Fixed Income Fund 2,583,252 769,022
Mutual Funds 13,331,005 5,715,718
Loans to participants 2,055,338 1,195,211
Investments, at contract value:
Investment contracts stated at cost
plus accumulated interest 7,722,513 6,350,314
Receivables
Contributions - 1,197,538
Accrued investment income - 49,754
---------- ----------
Total assets 66,666,251 49,282,411
LIABILITIES:
Due to brokers for securities purchased,
not settled 52,085 16,107
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $66,614,166 $49,266,304
========== ==========
Reference should be made to the Notes to Financial Statements.
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
1996 1995
---- ----
<S> <C> <C>
ADDITIONS:
Investment income:
Net appreciation in
fair value of investments $193,755 $124,553
Dividends 883,862 232,740
Interest 933,724 531,380
Net investment income from the General
Motors Savings Plans Master Trust 2,418,034 7,792,890
---------- ----------
Total investment income 4,429,375 8,681,563
Interest on loans 124,926 61,661
Contributions:
Employer 2,835,614 1,890,037
Participants 11,100,551 11,932,524
---------- ----------
Total contributions 13,936,165 13,822,561
---------- ----------
Total additions 18,490,466 22,565,785
DEDUCTIONS:
Benefits paid to participants 1,139,224 1,207,976
Forfeitures 3,380 9,468
---------- ----------
Total deductions 1,142,604 1,217,444
NET INCREASE 17,347,862 21,348,341
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 49,266,304 27,917,963
---------- ----------
End of year $66,614,166 $49,266,304
========== ==========
Reference should be made to the Notes to Financial Statements.
</TABLE>
- 5 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS
A. PLAN DESCRIPTION
Saturn Corporation ("Saturn"), a wholly-owned subsidiary of General Motors
Corporation ("Corporation"), established a defined contribution plan, the Saturn
Personal Choices Savings Plan for Non-Represented Members. The 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
non-represented members with tax-deferred and after-tax voluntary savings
opportunities. Participant savings are matched, in part, by Saturn contributions
credited to the Plan. The following brief description of the Plan is provided
for general information purposes only. Refer to the "Complete Text" of the Plan
for a comprehensive description.
PARTICIPATION Eligibility in the Plan is restricted to regular
employees of Saturn compensated fully or partly by salary who are not
represented by the United Auto Workers ("UAW") or other labor
organizations. Employees who are classified as 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 20% of Eligible Monthly Salary on an
after-tax basis whereby the contributions are included in the
participant's taxable income in the period of contribution ("After-Tax
Savings").
o Participants may contribute up to 20% of Eligible Monthly Salary, or
$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 Savings-Stock Purchase Program Trust. Transfers in
process relating thereto were $0 and $1,197,538 at December 31, 1996 and
1995, respectively.
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").
- 6 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
SATURN MATCHING CONTRIBUTIONS
Saturn currently matches Participant Savings up to 50% of Basic Savings (60%
effective January 1, 1997). From January 1, 1995 to June 30, 1995, the
Saturn match was 25%. A participant's "Basic Savings" are defined as savings
which do not exceed 6% of Eligible Monthly Salary.
Description of Investment Options:
GENERAL MOTORS CORPORATION COMMON STOCK $1-2/3 PAR VALUE, EDS COMMON STOCK
FUND, AND CLASS H $0.10 PAR VALUE - Under these options, a participant's
contributions are invested in the respective classes of common stock.
Each participant directs the Trustee how to vote common stock shares
allocated to his or her account. The Trustee will not exercise voting rights
with respect to those shares for which a direction has not been received by
the required deadline.
As of January 1, 1995, assets invested in each of the classes of common
stock ($1-2/3 par value, EDS Common Stock Fund, and Class H)were expressed
in terms of units rather than shares of stock as previously expressed. Each
unit represents a proportionate interest in all of the assets of the
particular class of common stock fund. The number of units credited to each
participant's account will be determined by the amount of the participant's
contributions and the purchase price of a unit in the respective class of
common stock fund.
EDS Common Stock Fund - Effective June 7, 1996 the net assets of Electronic
Data Systems ("EDS") were split-off from the net assets of General Motors.
In connection with the split-off, all shares of GM Class E Common Stock were
converted to shares of EDS Common Stock, and participant assets in the GM
Class E Common Stock Fund were converted to the EDS Common Stock Fund. The
EDS Common Stock Fund will remain as an investment option in the Plan
through July 31, 2001; however, no further contributions or exchanges from
any other investment options into the EDS Common Stock Fund will be
permitted during that time. Dividends, if any, paid on EDS Common Stock held
by the Plan will be invested in an income fund investment option prior to
allocation to participant accounts. Assets held in this fund are expressed
in terms of units and not shares of stock. Each unit represents a
proportionate interest in all of the assets of this fund. The value of each
participant's account is determined each business day by the number of units
to the participant's credit, multiplied by the current unit value. The
return on a participant's investment is based on the value of units, which,
in turn, is determined by the market price of the EDS common stock, the
amount of any dividends paid thereon, and by interest earned on short-term
investments held by each fund.
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.
- 7 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
BALANCED FUND - Under this option, contributions are invested in equity and
fixed income investments selected from opportunities available in the entire
global capital market, including large and small capitalization common
stocks, investment and non-investment grade bonds, convertible securities,
real estate, emerging market investments, and venture capital, and may be
issued by U.S. and non-U.S. issuers.
From time to time, investment managers may use derivative financial
instruments including forward exchange contracts and futures contracts.
Derivative instruments are used to mitigate exposure to foreign exchange
rate and interest rate fluctuations as well as manage the investment mix in
the portfolio. The Plan's interest in funds which 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:
<TABLE>
<CAPTION>
Interest Interest
Rate Rate
as of as of Fund Investment Contracts
12/31/96 12/31/95 Manager 1996 1995
-------- -------- ------------------------ --------- ---------
<S> <C> <C> <C> <C> <C>
6.51% - New York Life $1,048,665 $ -
6.22% 6.00% John Hancock Mutual Life 2,049,572 1,079,168
6.51% 6.00% John Hancock Mutual Life 1,405,582 1,446,083
7.42% 7.10% Metropolitan Life 2,994,071 3,050,842
6.23% 6.23% Principal Mutual Life 150,660 521,108
7.27% 7.27% Provident National 73,963 253,113
--------- ---------
$7,722,513 $6,350,314
========= =========
</TABLE>
The contract value of the investment contracts approximates their fair value
at December 31, 1996 and 1995. The average yield on the investment contracts
for the years ended December 31, 1996 and 1995 was 6.79% and 6.60%,
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 $2,583,252 and
$769,022, respectively.
- 8 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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
Employee contributions vest immediately. Saturn matching contributions and
earnings thereon vest fully upon the attainment of 5 years of credited service,
death, total and permanent disability or retirement.
DISTRIBUTIONS
Employees may withdraw their Tax-Deferred Savings after they reach age 59-1/2 or
prior to age 59-1/2 for Financial Hardship, as defined in the Plan's "Complete
Text". After-Tax Savings, vested Saturn matched contributions and related
earnings may be withdrawn any time upon a participant's request. Upon
termination of employment, a final distribution of assets is made unless
termination is by retirement, or the participant's account balance exceeds
$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 $2,055,338 and
$1,195,211, respectively.
TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, Saturn has the right under
the Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of termination, partial
termination, or complete discontinuance of contributions, the Administrator may
direct the Trustee to:
o continue to administer the Plan and pay account balances in accordance
with the Plan's distribution policy described 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 PERSONAL CHOICES SAVINGS PLAN
FOR NON-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 Contacts - at contract value, which consists of cost plus
accumulated interest.
- Fixed Income Fund - at estimated market prices of the assets in the
Fund as determined by the investment manager.
- Mutual Funds - at quoted market value.
o General Motors Corporation Common Stocks acquired by the Trustee for
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 Certain costs of Plan administration are paid by Saturn.
o The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect amounts reported therein. Due to the inherent
uncertainty involved in making estimates, actual results reported in
future periods may differ from those estimates.
o Certain reclassifications have been made to prior-year amounts to conform
with current-year presentation.
- 10 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-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.
<TABLE>
<CAPTION>
Investment Manager Investment Type 1996 1995
- ------------------ --------------------------------- ----------- ----------
State Street Bank Value of Interest in General
and Trust Motors Savings Plans Master
<S> <C> <C>
Trust $40,974,143* $34,004,854*
State Street Bank
and Trust Fixed Income Fund 2,583,252 769,022
Fidelity Magellan 2,831,013 1,763,174
Fidelity Puritan 1,234,619 547,424
Fidelity Contrafund 4,441,748* 1,294,796
Fidelity Asset Manager 546,977 277,983
Fidelity Self Directed Accounts 4,276,648** 1,832,341**
---------- ----------
Total mutual funds 13,331,005 5,715,718
Loans to
Participants 6% to 9% 2,055,338 1,195,211
New York Life Investment Contract, 6.51% 1,048,665 -
Provident National Investment Contract, 7.27% 73,963 253,113
Principal Mutual Investment Contract, 6.23% 150,660 521,108
Life
John Hancock Mutual Investment Contract, 6.22% 2,049,572 1,079,168
Life
John Hancock Mutual Investment Contract, 6.51% 1,405,582 1,446,083
Life
Metropolitan Life Investment Contract, 7.42% 2,994,071 3,050,842*
---------- ----------
Total Guaranteed Investment Contracts 7,722,513 6,350,314
---------- ----------
TOTAL $66,666,251 $48,035,119
========== ==========
* Represents 5% or more of Plan assets.
</TABLE>
** Represents the total of thirty-five individual mutual funds managed by
Fidelity Investments, none of which exceed 5% or more of Plan assets.
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:
- 11 -
<TABLE>
<CAPTION>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
DECEMBER 31, SEPTEMBER 30,
NUMBER OF VALUE OF NUMBER OF VALUE OF
UNITS EACH UNIT UNITS EACH UNIT
----- --------- ----- ---------
FISCAL YEAR 1996
- ----------------
<S> <C> <C> <C> <C>
GM $1-2/3 par value Common
Stock Fund 158,470 $134.180 167,441 $115.680
GM Class H Common Stock Fund 23,185 156.740 20,113 161.380
EDS Common Stock Fund 60,871 112.810 62,421 159.120
Income Fund 904,019 11.391 688,602 11.215
Equity Index Fund 507,039 16.390 472,274 15.620
Balanced Fund 44,524 14.160 33,988 13.390
Fidelity Magellan Fund 35,176 80.650 33,466 76.050
Fidelity Puritan Fund 71,574 17.240 63,500 16.480
Fidelity Contrafund 104,664 42.150 78,724 40.540
Fidelity Asset Manager 32,698 16.470 27,013 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 147,914 $126.040 142,829 $128.230
GM Class H Common Stock Fund 17,807 167.550 12,749 176.950
EDS Common Stock Fund 66,938 139.530 68,044 147.640
Income Fund 711,754 11.038 672,017 10.866
Equity Index Fund 466,006 15.150 447,327 14.500
Balanced Fund 35,658 13.090 31,779 12.770
Fidelity Magellan Fund 31,950 74.800 28,549 87.510
Fidelity Puritan Fund 50,960 17.680 43,998 17.640
Fidelity Contrafund 68,494 39.340 51,725 38.140
Fidelity Asset Manager 24,613 16.270 22,991 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 148,043 $126.370 143,039 $111.620
GM Class H Common Stock Fund 12,334 139.410 11,973 117.200
GM Class E Common Stock Fund 55,559 134.710 51,092 118.110
Income Fund 665,358 10.710 678,095 10.527
Equity Index Fund 422,275 13.760 389,621 12.980
Balanced Fund 22,758 12.410 11,527 11.850
Fidelity Magellan Fund 20,507 85.980 14,048 92.370
Fidelity Puritan Fund 32,182 17.010 22,106 16.780
Fidelity Contrafund 34,356 38.020 22,757 40.610
Fidelity Asset Manager 17,538 15.850 11,014 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 140,157 $110.810 139,899 $104.110
GM Class H Common Stock Fund 10,978 112.660 9,341 116.920
GM Class E Common Stock Fund 46,893 112.570 47,832 100.630
Income Fund 569,976 10.353 503,430 10.182
Equity Index Fund 370,174 12.020 367,639 10.970
Balanced Fund 9,568 11.220 1,878 10.560
Fidelity Magellan Fund 5,953 83.500 1,950 72.440
Fidelity Puritan Fund 14,857 16.150 4,006 15.420
Fidelity Contrafund 11,965 36.560 4,668 32.120
Fidelity Asset Manager 7,575 14.800 4,853 14.060
</TABLE>
- 12 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
E. FUND INFORMATION
Participant and employer contributions, investment income (loss), benefits paid
to participants, and interfund transfers by fund are as follows for the years
ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
Participant Contributions:
<S> <C> <C>
GM $1-2/3 par value Common Stock Fund $3,875,153 $4,339,527
GM Class H Common Stock Fund 728,070 466,668
EDS Common Stock Fund 690,423 1,557,413
Income Fund 1,663,491 2,037,384
Equity Index Fund 1,205,705 1,200,942
Balanced Fund 105,504 72,319
Fidelity Magellan Fund 837,046 627,826
Fidelity Puritan Fund 343,554 309,619
Fidelity Contrafund 730,917 557,848
Fidelity Asset Manager 168,155 168,275
Self-Directed Accounts 752,533 594,703
---------- ----------
$11,100,551 $11,932,524
========== ==========
Employer Contributions:
GM $1-2/3 par value Common Stock Fund $2,835,614 $1,890,037
========= =========
Investment Income (Loss):
GM $1-2/3 par value Common Stock Fund $1,993,610 $4,070,131
GM Class H. Common Stock Fund 246,386 451,717
EDS Common Stock Fund (1,348,574) 1,819,152
Income Fund 562,922 409,759
Equity Index Fund 1,465,708 1,434,923
Balanced Fund 61,020 16,966
Fidelity Magellan Fund 280,676 126,006
Fidelity Puritan Fund 136,312 45,560
Fidelity Contrafund 564,955 139,849
Fidelity Asset Manager 50,178 22,926
Self-Directed Accounts 416,182 144,574
--------- ---------
$4,429,375 $8,681,563
========= =========
Benefits Paid to Participants:
GM $1-2/3 par value Common Stock Fund $413,485 $461,283
GM Class H Common Stock Fund 57,850 193,213
EDS Common Stock Fund 127,128 51,136
Income Fund 291,718 207,603
Equity Index Fund 118,436 199,738
Balanced Fund 7,248 243
Fidelity Magellan Fund 31,518 34,710
Fidelity Puritan Fund 14,540 10,239
Fidelity Contrafund 50,538 41,381
Fidelity Asset Manager 17,200 3,999
Self-Directed Accounts 9,563 4,431
--------- ---------
$1,139,224 $1,207,976
========= =========
</TABLE>
- 13 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Interfund Trust Transfers 1996 1995
GM $1-2/3 par value Common Stock Fund $(6,228,502) $(3,545,395)
GM Class H Common Stock Fund 1,065,935 209,051
EDS Common Stock Fund 41,099 (130,318)
Income Fund 1,421,427 (32,064)
Equity Index Fund 312,135 (126,056)
Balanced Fund 187,711 203,329
Fidelity Magellan Fund (60,377) 1,153,547
Fidelity Puritan Fund 164,208 280,424
Fidelity Contrafund 1,808,676 760,860
Fidelity Asset Manager 32,068 129,478
Self-Directed Accounts 1,255,620 1,097,144
--------- ---------
$ - $ -
========= =========
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 Common Stock Fund, the GM Class H Common Stock Fund, the EDS Common Stock
Fund, the Equity Index Fund, and the Balanced Fund. Each of these investment
options is described in Note A. Each participating employee benefit plan has an
undivided interest in the net assets and changes therein of each of the five
master trust investment options.
The net investment income of each of the Master Trust investment funds is
allocated by the trustee to each participating plan based on that plan's
interest in each Master Trust investment fund, as compared with the total
interest in each Master Trust investment fund of all the participating plans at
the beginning of the month.
The Plan's share of the total Master Trust is summarized as follows as of
December 31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Value of interest in Master Trust $40,974,143 $34,004,854
---------- ----------
Percentage of total Master Trust 0.55% 0.46%
---------- ----------
Value of interest in the net investment
income from Master Trust accounts $2,418,034 $7,792,890
--------- ----------
Percentage of total Master Trust net
investment gain 0.34% 0.42%
-------- ---------
</TABLE>
- 14 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
The net assets available for benefits of all participating plans in the Master
Trust at December 31, 1996 and 1995 are summarized in thousands as follows:
<TABLE>
<CAPTION>
1996 1995
ASSETS ----------- -----------
Investments, at fair value:
Common Stock:
<S> <C> <C>
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
======= =========
</TABLE>
- 15 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Concluded
G. FEDERAL INCOME TAXES
The Plan was submitted to the Internal Revenue Service (the "IRS") and has
received a favorable determination as to its tax-qualified status in meeting the
requirements of Sections 401(a) and 401(k) of the Internal Revenue Code of 1986,
as amended (the "Code"), and the Trust established thereunder has been
determined to be exempt from United States Federal income taxes under Section
501(a) of the Code.
The United States Federal income tax status of the Employee with respect to the
Plan is described (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 -
<PAGE>
<TABLE>
<CAPTION>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-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
- --------- ---------------- ------------------------- ---------- -----------
<S> <C> <C>
* State Street Bank Value of Interest in
and Trust General Motors Savings
Plans Master Trust $42,926,713 $40,974,143
* State Street Bank Fixed Income Fund 2,579,300 2,583,252
and Trust
Mutual Funds:
Fidelity Magellan 2,889,225 2,831,013
Fidelity Puritan 1,229,589 1,234,619
Fidelity Contrafund 4,155,536 4,441,748
Fidelity Asset Manager 543,987 546,977
Fidelity Capital Appreciation 19,851 20,529
Fidelity Retirement Growth 53,687 50,390
Fidelity Value 459,594 457,546
Fidelity Small Cap Stock 141,499 151,618
Fidelity Low-Priced Stock 14,353 16,166
Fidelity Fifty 21,281 22,462
Fidelity OTC Portfolio 239,813 243,346
Fidelity Stock Selector 73,375 77,099
Fidelity Disciplined Equity 15,724 15,768
Fidelity Growth Company 298,703 310,975
Fidelity Dividend Growth 308,180 334,661
Fidelity Trend 18,194 17,639
Fidelity Blue Chip Growth 382,918 402,819
Fidelity Fund 78,462 80,843
Fidelity Growth & Income Portfolio 266,395 280,407
Fidelity Equity Income 105,354 108,553
Fidelity Equity Income II 321,339 340,720
Fidelity Real Estate Investment 30,561 36,469
Fidelity Utilities Income 16,532 16,949
Fidelity World Wide 99,568 106,687
Fidelity Canada 1,201 1,082
Fidelity Diversified International 162,621 173,316
Fidelity Pacific Basin 6,581 30,886
Fidelity International Growth & Income 121,479 127,933
Fidelity Europe 136,799 144,076
Fidelity Overseas 131,281 133,922
Fidelity Asset Manager Growth 7,758 8,050
Fidelity Convertible Securities 9,156 9,343
Fidelity Balanced 3,878 4,054
Fidelity Global Bond 11,112 10,944
Fidelity Investment Grade Bond 25,701 25,401
Fidelity Government Securities 46,357 45,156
* State Street Bank
and Trust Money Market 470,839 470,839
---------- -----------
Total Mutual Funds $12,918,483 $13,331,005
---------- ----------
</TABLE>
- 17 -
<TABLE>
<CAPTION>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-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
- --------- ---------------- ------------------------- ---------- -----------
<S> <C> <C> <C> <C>
Loan Fund 6% - 9% $2,055,338 $2,055,338
New York Life Investment Contract, 6.51% 1,048,665 1,048,665
John Hancock
Mutual Life Investment Contract, 6.22% 2,049,572 2,049,572
John Hancock
Mutual Life Investment Contract, 6.51% 1,405,582 1,405,582
* Metropolitan Life Investment Contract, 7.42% 2,994,071 2,994,071
Principal Mutual
Life Investment Contract, 6.23% 150,660 150,660
Provident National Investment Contract, 7.27% 73,963 73,963
---------- ----------
Total Guaranteed Investment
Contracts 7,722,513 7,722,513
---------- ----------
Total Assets Held for Investment $68,202,347 $66,666,251
========== ==========
* Indicates party-in-interest
</TABLE>
- 18 -
<PAGE>
<TABLE>
<CAPTION>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-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 Col. E Column F Column G Column H Column I
- -------------- --------------- ---------- ---------- ------ ----------- ---------- ---------- ---------
Expense Current
Incurred Value of
Identity of Purchase Selling Lease With Cost of Asset on Net Gain
Party/Broker Description Price Price Rental Transaction Asset Trans. Date (Loss)
- -------------- --------------- ---------- ---------- ------ ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
State Street Bank Fixed Income $10,682,930 $ - $ - $ - $10,682,930 $10,682,930 $ -
and Trust Fund - 8,865,259 - - 8,865,259 8,865,259 -
Fidelity Magellan 2,743,714 - - - 2,743,714 2,743,714 -
- 1,568,949 - - 1,607,663 1,568,949 (38,714)
Fidelity Contrafund 3,436,390 - - - 3,436,390 3,436,390 -
- 600,755 - - 575,651 600,755 25,104
--------- --------- ------ ------ ---------- ---------- -------
$16,863,034 $11,034,963 - - $27,911,607 $27,897,997 $(13,610)
========== ========== ====== ====== ========== ========== =======
There are no single reportable transactions that reach the 5% of beginning net
assets criteria.
</TABLE>
- 19 -
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 333-17937 of General Motors Corporation on Form S-8 of our report dated June
13, 1997 appearing in this Annual Report on Form 11-K of the Saturn Personal
Choice Savings Plan for Non-Represented Members for the year ended December 31,
1996.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 26, 1997
- 20 -
