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 2-14960
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
----------------------------------------------
(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.
---------------------------------------------------------- --------
General Motors Savings-Stock Purchase
Program for Salaried Employees in the United States:
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. . . . . . . . . . . 15
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1996. . . . . . . . . . . . . 17
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 . . . . . . . . . 19
SIGNATURE
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.
General Motors Savings-Stock
Purchase Program for Salaried
Employees in the United States
-----------------------------
(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
- ----------------------------
General Motors Savings-Stock Purchase Program
for Salaried Employees in the United States:
We have audited the accompanying statements of net assets available for benefits
of the General Motors Savings-Stock Purchase Program for Salaried Employees in
the United States (the "Program") 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 Program'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. Those standards require that we plan and perform the audit 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 Program as of December
31, 1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 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 Program's management. Such schedules have been subjected to the auditing
procedures applied in our 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
Detroit, Michigan
June 3, 1997
- 3 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
<CAPTION>
1996 1995
-------------- -------------
(Dollars in Thousands)
<S> <C> <C>
ASSETS:
Investments, at fair value (Note A):
Value of interest in General Motors
Savings Plans Master Trust (Note C) $5,725,268 $5,888,446
Mutual funds 2,202,577 1,343,673
Common and collective trust - Fixed Income Fund 557,482 444,945
Participant loans 468,936 448,494
---------- ----------
8,954,263 8,125,558
Investments, at contract value (Note A) -
Investment contracts 2,721,149 2,382,021
---------- ----------
Total investments 11,675,412 10,507,579
---------- ---------
Due from brokers for securities sold - 154,738
Accrued investment income 13,648 16,408
---------- ----------
Total assets 11,689,060 10,678,725
LIABILITIES:
Due to brokers for securities purchased 34 -
---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $11,689,026 $10,678,725
========== ==========
Reference should be made to the Notes to Financial Statements.
</TABLE>
- 4 -
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, l996 AND 1995
<CAPTION>
1996 1995
----------- ----------
(Dollars in Thousands)
<S> <C> <C>
ADDITIONS:
Investment income:
Net appreciation in
fair value of mutual fund investments $ 88,808 $ 83,587
Dividends 158,130 69,324
Interest 187,329 191,809
Net investment earnings from the General
Motors Savings Plans Master Trust (Note C) 507,837 1,472,825
---------- ----------
Total investment income 942,104 1,817,545
Contributions:
Employer 115,208 81,543
Participants 415,425 378,119
---------- ----------
Total contributions 530,633 459,662
---------- ----------
Total additions 1,472,737 2,277,207
DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS (462,436) (361,967)
---------- ----------
NET INCREASE 1,010,301 1,915,240
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 10,678,725 8,763,485
---------- ----------
End of year $11,689,026 $10,678,725
========== ==========
Reference should be made to the Notes to Financial Statements.
</TABLE>
- 5 -
<PAGE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
A. THE PROGRAM
GENERAL - General Motors Corporation (the "Corporation") has established the
General Motors Savings-Stock Purchase Program for Salaried Employees in the
United States (the "Program"), a defined contribution plan. Eligibility is
restricted to regular employees of the Corporation compensated fully or partly
by salary and/or commission who are not represented by a labor organization
(unless they are eligible through understandings reached between the
Corporation and their collective bargaining representatives). Employees are
eligible to participate in the Program upon the completion of six months of
employment. The Finance Committee of the Corporation's Board of Directors acts
as the Program fiduciary and, along with various officers, employees and
committees, with authority delegated from the Program fiduciary, controls and
manages the operation and administration of the Program subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA). The following brief description of the Program is provided for
general information purposes only. Participants should refer to the Program
document and prospectus for a complete description of the Program's
provisions.
CONTRIBUTIONS - An eligible participant employed by the Corporation (an
"Employee") may elect to contribute to the Program as follows:
o on an after-tax basis (regular savings), up to 15% of Employee's eligible
salary as defined in the Program.
o on a tax-deferred basis (deferred savings), an amount of eligible salary
which is the lesser of (1) $9,500 and $9,240 for 1996 and 1995,
respectively or (2) 15% of the Employee's eligible salary for a calendar
year.
o in lieu of receiving a distribution from The General Motors Profit Sharing
Plan for Salaried Employees in the United States (the "Profit Sharing
Plan"), an Employee may elect to have the Corporation contribute, as
tax-deferred savings, 100% of any such amount, which vests immediately.
o in lieu of receiving a flexible compensation payment from the Corporation,
an Employee may elect to have the Corporation contribute, as tax-deferred
savings to the extent allowable, 100% of the flexible compensation
payment.
In addition, an Employee also may elect to combine the first two contribution
methods disclosed above, provided that the sum of these contributions does
not total more than 15% of eligible salary for any calendar year. The sum of
all four of the above-described methods of contribution may only exceed 15%
of eligible salary by an amount equal to the payout under the Profit Sharing
Plan and/or the flexible compensation payment. As defined in the Program
document, the Corporation's total matching contribution is limited to 50% of
basic savings. Basic savings as defined by the Program is Employee savings up
to 6% of an Employee's eligible salary. The Corporation's matching
contribution is invested entirely in the GM $1-2/3 par value common stock
fund and such contributions must remain invested in this fund during the
period January through December 31, of the calendar year in which the
contributions were made. This period is referred to as the "required
retention period".
- 6 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
An Employee hired on or after January 1, 1993 will automatically have a
Corporation contribution amount equal to 1% of the Employee's eligible salary
credited monthly to such Employee's account upon attainment of eligibility.
This contribution is provided because such Employee will receive different
post-retirement benefit treatment from the Corporation than Employees hired
prior to January 1, 1993. Such contribution will be credited to the
Employee's account whether or not the Employee elects to participate in the
Program.
VESTING - Assets derived from Employee contributions and related Corporation
matching contributions and earnings thereon vest immediately on allocation to
the employee's account except for employees with less than five years of
credited service for whom Corporation contributions and related earnings vest
on January 1 following the calendar year in which such contributions or
earnings are credited. Forfeitures are used to offset future employer
contributions.
FUND EXCHANGES - Participants may exchange funds between investment options
on any business day. This provision does not apply to Employee contributions
and Corporation contributions required to be invested in Corporation common
stock funds during the required retention period. Employee contributions
required to be invested in the Corporation's common stock funds may be
exchanged between the Corporation's common stock funds during the required
retention period. Corporation contributions may not be exchanged until
completion of the required retention period.
PARTICIPANT WITHDRAWALS - A participant may withdraw funds in their account
at any time after attaining age 59-1/2. Prior to age 59-1/2, employee
tax-deferred contributions may only be withdrawn because of termination of
employment, death, total and permanent disability, or financial hardship.
Prior to receiving a withdrawal for financial hardship, a participant
previously must have taken all available asset distributions, withdrawals,
and loans under all applicable plans maintained by the Corporation. The
amount that may be withdrawn for a financial hardship is limited as defined
in the Program. The funds that represent a financial hardship withdrawal must
conform to conditions required by the Internal Revenue Service (the "IRS"). A
participant who receives a hardship distribution shall have his or her
contributions to the Program suspended for a period of 12 months following
the distribution as required by law.
INVESTMENT OPTIONS - The Corporation's contributions are invested in General
Motors Corporation $1-2/3 par value common stock. One-half of an Employee's
Basic Savings is required to be invested, in 10% increments, in any one or
more of the Corporation's Common Stock Funds: (1) GM $1-2/3 par value Common
Stock Fund; or (2) GM Class H Common Stock Fund. The remainder of an
Employee's contributions will be invested at the Employee's direction, in 10%
increments, in any of the following investment options:
o General Motors Common Stock Fund, $1-2/3 par value
o General Motors Class H Common Stock Fund, $0.10 par value
o EDS Common Stock Fund, $0.10 par value
o Balanced Fund
o Equity Index Fund
o Mutual Funds
o Income Fund
DESCRIPTION OF INVESTMENT OPTIONS:
General Motors Common Stock Funds: $1-2/3 Par Value, Class H, $0.10 Par Value
- Under these investment options, contributions are invested in the
respective General Motors common stock. The return on investment is
determined by the market price of the respective General Motors common
stocks, the amount of any dividends paid thereon, and by interest earned on
short-term investments held by each fund.
- 7 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
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 direction has not been received by the
required deadline.
Assets invested in each of the GM Common Stock Funds ($1-2/3 par value, and
Class H) are expressed in terms of units and not shares of stock. Each unit
represents a proportionate interest in all of the assets of the respective GM
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 GM Common Stock 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.
Balanced Fund - Under this investment option, contributions are invested in
equity and fixed income investments selected from opportunities available in
global capital markets, including large and small capitalization common
stocks, investment and non-investment grade bonds, convertible securities,
real estate, emerging market investments, and venture capital, and may be
issued by U.S. and non-U.S. issuers.
From time to time, investment managers may use derivative financial
instruments including forward exchange contracts and futures contracts.
Derivative instruments are used primarily to mitigate exposure to foreign
exchange rate and interest rate fluctuations as well as manage the investment
mix in the portfolio. The Program's interest in funds which utilize such
financial instruments is not considered significant to the Program's
financial statements.
Assets invested in the Balanced Fund are expressed in terms of units. The
number of units credited to a participant's account will be determined by the
amount of the participant's contributions and the unit purchase price. 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.
Equity Index Fund - Under this investment 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 & 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.
Assets invested in the Equity Index Fund are expressed in terms of units. The
number of units credited to a participant's account will be determined by the
amount of deferred savings and the current value of each unit in the Equity
Index 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.
Mutual Funds - This investment option is comprised of many different mutual
funds managed by Fidelity Investments. Each mutual fund has a different
objective and investment strategy. To pursue their objectives, the mutual
fund managers invest in a wide variety of investments. Complete information
about each mutual fund's objectives and investments is contained in that
fund's prospectus.
Income Fund - 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 Income Fund also
invests in a short-term fixed income fund (the "Fixed Income Fund") made up
of U.S. Government debt obligations and cash.
- 8 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
EDS Common Stock Fund - Effective June 7, 1996, the net assets of Electronic
Data Systems ("EDS") were split-off from the net assets of the Corporation.
As a result, the Class E Common Stock Fund was changed to the EDS Common
Stock Fund. Also, effective June 7, 1996, no new contributions, loan
repayments or exchanges may be made into the EDS Common Stock Fund.
Dividends, if any, paid on EDS Common Stock held by the Plan will be invested
in an income fund investment option. This fund will be eliminated in five
years.
The annual rates of return, maturity dates, issuing company, and investment
contract balances at December 31, 1996 and 1995, respectively, are as
follows:
<TABLE>
<CAPTION>
Contract Contract
Value as Value as
Annual Rate Maturity of of
of Return Date Issuing Company 12/31/96 12/31/95
- ----------- ---------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
(Dollars in Thousands)
Variable N/A Metropolitan Life* $572,276 $537,954
Variable N/A Metropolitan Life* 255,038 480,615
6.25% 8/15/98 Metropolitan Life 95,916 90,904
7.41% 12/31/96 New York Life - 68,770
6.85% 12/31/96 New York Life - 33,273
Variable N/A New York Life* - 320,005
9.11% 12/31/96 Prudential
Management - 15,041
9.22% 12/31/96 Prudential
Management - 117,080
Variable 12/31/00 John Hancock 316,671 -
6.59% 12/31/97 John Hancock 20,000 -
6.40% 3/31/00 Metropolitan Life 78,176 -
5.60% 12/12/00 Metropolitan Life 304,089 -
6.55% 3/14/01 New York Life 209,282 -
6.56% 3/31/00 New York Life 78,254 -
8.45% 12/31/96 Provident National - 18,037
Variable N/A John Hancock* 235,564 175,397
Variable N/A John Hancock* 215,234 202,506
Variable N/A Mass Mutual* 334,996 316,435
8.28% 1/02/98 Aetna Life & Casualty 5,653 6,004
---------- ---------
Total $2,721,149 $2,382,021
========== =========
</TABLE>
*Individual separate account.
The contract value of investment contracts in the Income Fund approximates
fair value as of December 31, 1996 and 1995.
The average yield on investment contacts in the Income Fund for the years
ended December 31, 1996 and 1995 are 6.5% and 7.5%, respectively.
- 9 -
<PAGE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
PARTICIPANT LOANS - Participants may borrow once per year from both their tax
deferred and after-tax savings assets (excluding Corporation contributions,
and earnings thereon subject to the required retention period). The amount
and terms of the loans are limited under the Program. The loan interest rate
will be established once each quarter at a rate equal to the prevailing prime
lending rate as of the previous quarter and will apply to all new loans
issued. Repayment of loans is generally made through after-tax payroll
deductions and are invested in the same discretionary investment options that
the Participant selected for their savings contributions. Interest paid on
the loans is credited back to the borrowing employee's account in the
Program. Partial and total prepayment of loans is permitted at any time,
without penalty. Loans not repaid within the loan term are deemed to be
distributions from participants' accounts.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed in the preparation of the
accompanying financial statements are as follows:
o The financial statements of the Program are prepared under the accrual
method of accounting.
o Investments are stated at fair value, except for investment contracts,
which are stated at contract value. Fair values are calculated by
reference to published market quotations, where available; where not
available, various bases, including cost, are used in determining
estimates of fair values. Contract value represents contributions made
under the investment contracts, plus interest, less withdrawals and
administrative expenses charged by the issuer of the contract.
o Security transactions are recorded on the trade date.
o Investment income is recognized as earned based on the terms of the
investments and the periods during which the investments are owned by the
Program.
o Certain costs of Program administration are paid by the Corporation.
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.
C. THE MASTER TRUST
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
- 10 -
<PAGE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
The Master Trust is composed of five commingled 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 of all the participating plans, in each Master Trust investment fund
at the beginning of the month.
As of December 31, 1996 and 1995, the Program had approximately a 77% and 79%
interest in the Master Trust, respectively.
Total investments of all participating plans in the Master Trust at December
31, 1996 and 1995 are summarized as follows (dollars in thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
ASSETS: 1996 1995
Investments, at fair value: --------- ---------
Common Stock:
General Motors $1-2/3 par value $4,237,497 $4,696,965
General Motors Class H, $0.10 par value 389,506 261,927
EDS Common Stock, $0.10 par value 632,206 759,539
Other Corporate 12,440 11,666
U.S. Government Securities 1,875 33
Common and 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 earnings of all participating plans in the Master Trust
for the years ended December 31, 1996 and 1995 are summarized as follows
(dollars in thousands):
1996 1995
--------- ---------
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 trust 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 earnings $716,744 $1,846,326
========= =========
</TABLE>
- 11 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
D. FUND INFORMATION
Contributions, investment income and distributions to participants by fund
are as follows for the years ended December 31, 1996 and 1995. Mutual fund
investment options which individually comprise less than 5% of the Program's
total net assets available for benefits have been combined.
<TABLE>
<CAPTION>
1996 1995
-------- -------
(Dollars in Thousands)
Participant Contributions:
<S> <C> <C>
Master Trust $232,127 $234,590
Income Fund 76,517 74,572
Mutual funds 106,781 68,957
------- -------
Total $415,425 $378,119
======= =======
Employer Contributions:
Master Trust $115,208 $81,543
======= =======
Investment income:
Interest and dividends:
Master Trust $135,489 $125,412
Income Fund 180,021 187,165
Mutual funds 165,438 73,968
--------- ---------
Total $480,948 $386,545
--------- ---------
Net appreciation in fair
value of investments
Master Trust $372,348 $1,347,413
Mutual funds 88,808 83,587
--------- ---------
Total $461,156 $1,431,000
--------- ---------
Total investment income $942,104 $1,817,545
========= =========
Distributions to participants:
Master Trust ($224,780) ($187,184)
Income Fund (179,157) (144,126)
Mutual funds (50,796) (23,235)
Participant loans (7,703) (7,422)
------- ---------
Total ($462,436) ($361,967)
======= =========
</TABLE>
E. TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Corporation has the
right to terminate the Program subject to the provisions of ERISA. Such
termination of the Program, if any, would not affect a participant's interest
in assets already in the Program.
F. FEDERAL INCOME TAXES
In May 1996, the Program was determined by the IRS to be a tax-qualified
employee benefit plan, meeting the requirements of Sections 401(a), 401(k),
and 4975(e)(7)of the Internal Revenue Code of 1986, as amended (the "Code"),
and the Trust established thereunder was determined to be exempt from United
States Federal income taxes under Section 501(a) of the Code. The Program has
been amended since the effective date included in the determination by the
IRS. In April 1997, the amended Program was submitted for another IRS
determination, which is currently pending. The Program's fiduciary and tax
counsel believe that the Program is designed and currently being operated in
compliance with the applicable requirements of the Code, and therefore no
provision for income taxes has been included in the Program's financial
statements.
- 12 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
G. PARTICIPANT UNIT DATA
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
GENERAL MOTORS SAVINGS PLAN MASTER TRUST
--------------------------------------------------------------------
GM GM
$1-2/3 Par Class H EDS
Common Stock Common Stock Common Stock Balanced Equity Index
Fund Fund Fund Fund Fund
----------- ----------- ---------- --------- ------------
(Units in Thousands)
<S> <C> <C> <C> <C> <C>
Quarter ended March 31
Plan number of units outstanding 27,107 1,844 6,588 4,638 76,881
Net asset value per unit $128.23 $176.96 $147.64 $12.77 $14.50
Quarter ended June 30
Plan number of units outstanding 27,136 2,208 6,267 4,515 76,590
Net asset value per unit $126.04 $167.55 $139.53 $13.09 $14.98
Quarter ended September 30
Plan number of units outstanding 28,065 2,357 5,842 4,428 74,884
Net asset value per unit $115.68 $161.38 $159.12 $13.39 $15.62
Quarter ended December 31
Plan number of units outstanding 25,206 2,490 5,520 4,352 74,937
Net asset value per unit $134.18 $156.74 $112.81 $14.16 $16.93
See Notes to Financial Statements.
</TABLE>
- 13 -
<PAGE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
G. PARTICIPANT UNIT DATA - Concluded
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
GENERAL MOTORS SAVINGS PLAN MASTER TRUST
--------------------------------------------------------------------
GM GM
$1-2/3 Par Class H EDS
Common Stock Common Stock Common Stock Balanced Equity Index
Fund Fund Fund Fund Fund
----------- ----------- ---------- --------- ------------
(Units in Thousands)
<S> <C> <C> <C> <C> <C>
Quarter ended March 31
Plan number of units outstanding 37,101 1,948 5,605 4,154 72,961
Net asset value per unit $104.11 $116.92 $100.63 $10.56 $10.97
Quarter ended June 30
Plan number of units outstanding 33,941 1,990 5,393 3,963 71,814
Net asset value per unit $110.81 $112.66 $112.57 $11.22 $12.02
Quarter ended September 30
Plan number of units outstanding 31,908 2,062 5,493 4,137 72,922
Net asset value per unit $111.62 $117.20 $118.11 $11.85 $12.98
Quarter ended December 31
Plan number of units outstanding 29,953 1,858 5,601 4,368 75,259
Net asset value per unit $126.37 $139.41 $134.71 $12.41 $13.76
See Notes to Financial Statements.
</TABLE>
* * * * * *
- 14 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<CAPTION>
Current
Description of Investments Cost Value
-------------------------- -------------- --------------
(Dollars in Thousands)
<S> <C> <C>
Value of Interest in General Motors
Savings Plans Master Trust* $4,287,657 $5,725,268
Fixed Income Fund 557,482 557,482
Loan Fund* - 468,936
Fidelity Mutual Funds*:
----------------------------
Fidelity 38,276 39,373
Puritan 58,156 58,189
Trend 7,042 7,092
Magellan 145,522 144,655
Contra Fund 214,128 227,248
Equity Income 53,643 56,688
Growth Company 84,725 87,864
Investment Grade 18,566 18,498
Growth & Income 156,063 166,500
Value 102,919 100,733
Government Securities 220,243 211,944
Retirement Growth 30,059 28,207
OTC Portfolio 76,473 76,734
Overseas 45,882 46,894
Europe 59,424 60,429
Pacific Basin 20,356 19,345
Real Estate 27,555 31,688
Balanced Fund 9,804 10,241
International Growth & Income 10,069 10,636
Capital Appreciation 11,364 11,324
Convertible Securities 8,658 8,623
Canada 3,956 3,475
Utilities 12,153 12,648
Blue Chip 180,276 189,572
Asset Manager 16,978 17,322
Disciplined Equity 23,354 23,715
Worldwide 81,285 87,215
Equity Income II 189,158 198,533
Stock Selector 28,938 29,588
Asset Manager - Growth 13,991 14,048
Diversified International 36,095 37,881
Asset Manager - Income 3,885 3,877
Dividend Growth 108,112 118,325
Fidelity Global Balanced 994 1,024
Fidelity Small Cap Stock 31,047 31,637
Global Bond 4,067 4,074
Fidelity Fifty 6,593 6,738
--------- ---------
Total Mutual Funds $2,139,809 $2,202,577
--------- ---------
</TABLE>
- 15 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
Concluded
<CAPTION>
Current
Description of Investment Cost Value
- --------------------------------------------------------------- -------------- -------------
(Dollars in Thousands)
Investment Contracts: Maturity
Issuing Company Date Contract Rate
------------------ ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
Aetna 1/2/98 GACLT13100 8.28% $ 5,653 $ 5,653
Metropolitan Life N/A GA13415 Variable 572,276 572,276
Metropolitan Life N/A GA13414 Variable 255,038 255,038
Metropolitan Life 8/15/98 GA13635 6.25% 95,916 95,916
Metropolitan Life 3/31/00 GAC24537 6.40% 78,176 78,176
Metropolitan Life 12/12/00 GAC24598 5.60% 304,089 304,089
New York Life 3/14/01 GA06362003 6.55% 209,282 209,282
New York Life 3/31/00 GA06362004 6.56% 78,254 78,254
John Hancock 12/31/97 GIC8744 6.59% 20,000 20,000
John Hancock 12/31/00 GAC8599 Variable 316,671 316,671
John Hancock N/A GAC7272SA77 Variable 235,564 235,564
John Hancock N/A GA7271SA76 Variable 215,234 215,234
Mass Mutual N/A GIC10753 Variable 334,996 334,996
---------- ----------
Total Investment Contracts 2,721,149 2,721,149
---------- ----------
Total Investments $9,706,097 $11,675,412
========== ==========
*Party-in-Interest
</TABLE>
- 16 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(Dollars in Thousands)
<CAPTION>
Purchases Sales
-------------- ---------------------------------------
Identity of Purchase Sales Original Net Gain
Party/Broker Description of Asset Price Price Cost (Loss)
- ------------ -------------------- -------------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
SERIES REPORTABLE TRANSACTIONS
------------------------------
State Street Bank Fixed Income Fund
and Trust (174 purchases, 132 sales) $1,802,174 $1,689,638 $1,689,638 $ -
John Hancock Investment Contract No. GA8599 337,409 - - -
(5 purchases, 0 sales)
Metropolitan Life Investment Contract No. GAC24598 304,089 - - -
Insurance Co. (6 purchases, 0 sales)
</TABLE>
- 17 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS - Concluded
FOR THE YEAR ENDED DECEMBER 31, 1996
(Dollars in Thousands)
<CAPTION>
Purchases Sales
-------------- ---------------------------------------
Identity of Purchase Sales Original Net Gain
Party/Broker Description of Asset Price Price Cost (Loss)
- ------------ -------------------- -------------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
SINGLE REPORTABLE TRANSACTIONS
------------------------------
Metropolitan Life Investment Contract No. GA13414 $ - $250,197 $250,197 $ -
Insurance Co. (transfer)
Metropolitan Life Investment Contract No. GAC24598 250,197 - - -
Insurance Co. (transfer)
John Hancock Investment Contract No. GAC8599 332,772 - - -
(transfer)
New York Life Investment Contract No. GA6362-004 - 332,772 332,772 -
(transfer)
</TABLE>
- 18 -
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-17923 of General Motors Corporation on Form S-8 of our report dated June 3,
1997 appearing in this Annual Report on Form 11-K of the General Motors
Savings-Stock Purchase Program for Salaried Employees in the United States for
the year ended December 31, 1996.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 26, 1997
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