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, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
For the transition period from to
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Commission file number 33-10665
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THE GMAC MORTGAGE CORPORATION
SAVINGS INCENTIVE PLAN
-----------------------------------
(Full title of the plan)
General Motors Corporation
100 Renaissance Center, Detroit, Michigan 48265-1000
----------------------------------------------------
(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 -
<PAGE>
FINANCIAL STATEMENTS AND EXHIBIT
- --------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
-----------------------------------------------
Page No.
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The GMAC Mortgage Corporation Savings Incentive Plan:
Independent Auditors' Report ............................ 3
Statements of Net Assets Available for Benefits,
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:
Supplemental schedules at December 31, 1997
and for the year then ended........................... 15
Item 27a-Schedule of Assets Held for Investment
Purposes, December 31, 1997.......................... 21
Item 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1997......................... 23
(b) EXHIBIT
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Exhibit 23 - Consent of Independent Auditors ................ 24
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Administrative Committee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
THE GMAC MORTGAGE CORPORATION
SAVINGS INCENTIVE PLAN
-----------------------------
(Name of Plan)
Date June 23, 1998 By
-------------
/s/Dennis W. Sheehan
-----------------------------
(Dennis W. Sheehan,
Managing Director and
Chief Financial Officer,
GMAC Mortgage Group, Inc.)
- 2 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
The GMAC Mortgage Corporation Savings Incentive Plan:
We have audited the accompanying statements of net assets available for benefits
of the GMAC Mortgage Corporation Savings Incentive Plan (the "Plan") at 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. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1997
and 1996, 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 accompanying supplemental schedules
of (1) assets held for investment purposes at December 31, 1997 and (2)
reportable transactions for the year ended December 31, 1997 are presented for
the purpose of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974. Such supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic 1997 financial statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
May 29, 1998
- 3 -
<PAGE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1997 and 1996.
<TABLE>
<CAPTION>
1997 1996
----------- -----------
Investments (Notes 2 and 7):
<S> <C> <C>
Fidelity Managed Income Fund $17,561,281 $ 18,548,685
Fidelity Growth & Income Fund 26,091,988 17,235,628
Fidelity Overseas Fund 2,070,312 1,093,892
Fidelity Asset Manager Fund 8,358,365 6,263,167
Fidelity Magellan Fund 10,840,157 6,953,652
Fidelity Retirement Government Money
Market Fund 3,025,022 2,060,612
Fidelity Contrafund 10,051,039 6,035,788
Fidelity Ginnie Mae Fund 1,075,610 466,590
CoreStates Financial Corp.
Common Stock 1,828,832 1,282,257
General Motors Unitized Stock Fund 21,738,980 17,399,038
Fidelity Small Cap Stock Fund 1,074,633 -
Fidelity OTC Portfolio 962,804 -
Fidelity Puritan 602,710 -
Fidelity Freedom Income Fund 5,339 -
Fidelity Freedom 2000 30,584 -
Fidelity Freedom 2010 147,950 -
Fidelity Freedom 2020 255,749 -
Fidelity Freedom 2030 326,766 -
Raytheon Class A Stock Fund 1,119,985 -
Loans Receivable (Note 8) 3,661,406 3,037,001
---------- ----------
TOTAL INVESTMENTS $110,829,512 80,376,310
Dividends Receivable $11,359 11,618
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $110,840,871 $80,387,928
========== ==========
</TABLE>
See Notes to Financial Statements.
- 4 -
<PAGE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR
ENDED DECEMBER 31, 1997 and 1996.
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Interest and dividends (Note 2) $5,966,572 $ 4,223,286
----------- -----------
Net appreciation in the fair
value of investments(Note 2) 10,696,223 4,023,071
----------- -----------
Contributions (Note 3):
Employee 9,614,224 6,304,630
Employer 4,864,570 3,573,767
----------- -----------
Total contributions 14,478,794 9,878,397
----------- -----------
Distributions to participants (Note 5) (4,858,024) (3,599,915)
----------- -----------
Rollovers (Note 1) 4,169,378 1,817,332
----------- -----------
Increase in net assets available
for benefits during the year 30,452,943 16,342,171
Net assets available for benefits
at beginning of year 80,387,928 64,045,757
----------- -----------
Net assets available for benefits
at end of year $110,840,871 $ 80,387,928
=========== ===========
See Notes to Financial Statements.
</TABLE>
- 5 -
<PAGE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
- -----------------------------------------------------------------------------
1. INFORMATION CONCERNING THE PLAN
The GMAC Mortgage Corporation Savings Incentive Plan (the "Plan") was
adopted by action of the Board of Directors of GMAC Mortgage Corporation
(the "Company") on April 30, 1986. The Plan was amended and completely
restated effective January 1, 1994, primarily to clarify existing plan
features and to effect administrative changes. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as
amended.
The Plan is a defined contribution plan with a cash or deferred
arrangement for Employees of the Company, its participating subsidiaries
and any related entities electing to adopt the Plan. The employees may
elect to participate and must meet certain eligibility requirements.
Subsidiaries or related entities participating in the Plan include:
GMAC Mortgage Corporation
Residential Funding Corporation
GMAC Commercial Mortgage Corporation
On October 1, 1996, GMAC Commercial Mortgage Corporation acquired the
Hanford Healy Companies ("Hanford Healy"). Former employees of Hanford
Healy were given the opportunity to rollover funds into the Plan. They are
vested in accordance with the Plan's vesting schedule and their original
dates of hire.
On December 17, 1997, GM spun off their Hughes division and merged it with
Raytheon. Raytheon Class A shares were issued to holders of GM stock. The
plan contains GM shares in the GM Unitized Fund. The spin off reduced the
value of the GM stock by about $1.4 million and created the Raytheon
Unitized Stock Fund. For each share of GM Unitized Stock, participants
received .06377 shares of Raytheon Unitized Stock. The Raytheon Common
Stock Fund will be eliminated in 5 years. No additional shares may be
purchased. All dividends paid and any assets remaining in the fund in 5
years will be transferred to the Retirement Government Money Market Fund.
The Plan is sponsored and administered by the Company. At December 31,
1997 and 1996, all assets were held in trust at Fidelity Management Trust
Company, Inc.
A general description of the Plan provisions is incorporated in the notes
which follow. A Summary Plan Description, providing a more extensive
description of Plan provisions, has been published and is available to
participants in the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the plan are prepared on the accrual method of
accounting. The significant accounting policies followed in the
preparation of the accompanying financial statements are as follows:
. Investment transactions are recorded on the trade date and investment
balances are stated at fair value. Assets are invested in common
stocks, mutual funds and pooled separate accounts are carried at quoted
market price.
- 6 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
. Net appreciation in fair value of investments are computed based on the
fair value of investments at the beginning of the Plan year.
. Dividends and interest are included in income when earned based on the
term of the investments and the periods during which the investments
are owned by the Plan.
. Balances in the loan fund are carried at the principal balance
outstanding.
. Distributions are recorded when paid.
. The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results may
differ from those estimates.
3. CONTRIBUTIONS TO THE PLAN
Annual additions to an Employee's account are subject to certain
limitations imposed by the Plan. Employees may elect to contribute to the
Plan on a pre-tax basis, in even multiples of 1% of base compensation, up
to 9% of compensation through June 30, 1997 (subject to a limit of $9,500
for the years ended December 31, 1997 and 1996). On May 8, 1997, the
Pension Committee approved increasing the contribution level from the
current 9% to 12%, effective July 1, 1997. The Employee contribution
limitation is adjusted annually for cost of living increases to the extent
permitted by the Internal Revenue Code of 1986, as amended (the "Code").
The Company will match an Employee's contribution in cash up to 6% of
compensation to an annual limit of $3,000. Based on the Employee's
election, employee contributions can be directed to any of several
investment funds or options (see Note 7). Employees may elect to change
contribution elections daily.
For 1997 and 1996, participants may change allocations among funds in 1%
increments daily. In addition, participants may elect to transfer, in 1%
increments, balances from one or more investment funds or options to
another on a daily basis, with fund allocations.
4. VESTING
Two pre-tax basis accounts are maintained for each participating Employee.
The Salary Reduction Account consists of a participant's contributions and
is fully vested. The Matching Account consists of the Company's
contributions. A participant's Matching Account accrued balance is 20%
after one year of credited service and increases 20% per year thereafter
until fully vested.
While the Company has not expressed any intent to terminate the Plan, it
may do so at any time. In the event of termination of the Plan, each
participant's Matching Account becomes fully vested to the extent of the
amount in the participant's Matching Account.
- 7 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
5. DISTRIBUTIONS
Participants may withdraw their vested assets at any time after
termination of employment. Prior to termination of employment, the assets
may only be withdrawn because of disability or financial hardship.
Participants may elect to receive their withdrawal in either a lump-sum
payment, by purchase of various annuities or over various periods of time.
Participants may also elect a distribution of shares of stock to the
extent shares have been credited to their account. Participants also have
the option of borrowing against their vested balances in an amount up to
50% of the participant's accrued vested benefit as determined on the
valuation date, or $50,000, whichever is less (see Note 8).
6. FORFEITURES
Participant forfeitures are utilized to reduce subsequent Company
contributions. Upon termination, the nonvested portion of the
participant's Matching Account is forfeited.
7. INVESTMENT FUNDS OR OPTIONS
Participants can direct the Plan Trustee to make investments of Employee
contributions in the Investment Options described below:
Fidelity Managed Income Fund - The fund seeks to preserve capital and
provide a competitive level of income over time. It purchases
high-quality, short- and long-term investment contracts issued by
insurance companies, banks and other approved financial institutions.
Fidelity Growth & Income Fund - The fund seeks long-term capital growth,
current income, and growth of income consistent with reasonable investment
risk. It invests in common stocks, securities convertible into common
stocks, preferred stocks and fixed income securities.
Fidelity Overseas Fund - The fund seeks long term capital growth primarily
through investments in foreign securities. Investments may include common
stock, securities convertible to common stock and debt instruments. Due to
currency fluctuations and the political and economic uncertainties
associated with foreign investments, the risks and potential rewards
relating to this fund are greater than funds which purchase U.S.
investments.
Fidelity Asset Manager Fund - The fund seeks a high total return with
reduced risk over the long term by allocating its assets among domestic
and foreign equities, bonds and short-term instruments.
Fidelity Magellan Fund - The fund seeks long-term capital appreciation by
investing in stocks of both well-known and lesser-known companies with
potentially above-average growth potential and a correspondingly higher
level of risk. Securities may be of foreign, domestic and multinational
companies.
Fidelity Retirement Government Money Market Fund - The fund seeks as high
a level of current income as is consistent with the preservation of
principal and liquidity. It invests in obligations issued or guaranteed as
to principal and interest by the U.S. Government, its agencies or
instrumentalities, and in repurchase agreements secured by the
obligations.
- 8 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Fidelity Contrafund - The fund seeks long-term capital appreciation by
investing mainly in the securities of companies believed to be out of
favor or undervalued. The fund invests in common stocks and securities
convertible into common stock, but it may purchase other securities that
may produce capital appreciation.
Fidelity Ginnie Mae Fund - The fund seeks a high level of current income
by investing primarily in Government National Mortgage Association (Ginnie
Mae) securities and other securities that are guaranteed by the full faith
and credit of the U.S. Government and private issuers. Assets not invested
in Ginnie Maes may be invested in any type of U.S. or foreign debt or
other income producing investments.
CoreStates Financial Corp. Common Stock option is the residual of the
former Colonial Companies Savings Incentive Plan (which became the Plan in
1986). Activity is limited to the reinvestment of earnings and participant
distributions.
General Motors Unitized Stock Fund - The objective is to provide a General
Motors Stock investment option that can be traded and accessed with the
same frequency and timeliness as a Fidelity mutual fund. This fund is
primarily comprised of GM Common Stock and a small percentage of cash
and/or other liquid investments (usually 1-3%). The availability of the
cash makes it possible to trade shares of GM Common Stock without waiting
the mandatory five day settlement period.
During 1997 and 1996, contributions to each participant's Matching Account
are invested in the GM Unitized Stock Fund.
Beginning January 1, 1997, participants could also direct the Plan Trustee
to make investments of employee contributions in the Investment Options
described below:
Fidelity Small Cap Stock Fund - The fund seeks capital appreciation by
investing mainly in equity securities of companies with small market
capitalizations believed to be undervalued compared to others in their
industry. The fund may also invest in all types of equity securities and
may invest a portion of its assets in the stock of companies with larger
capitalizations.
Fidelity OTC Portfolio - The fund seeks capital appreciation by investing
mainly in equity securities traded on the over-the-counter market.
Fidelity Puritan Fund - The fund seeks high income with preservation of
capital and the potential for growth of capital. It invests in a broadly
diversified portfolio of high-yielding equity and debt securities.
Beginning July 1, 1997, participants could also direct the Plan Trustee to
make investments of Employee contributions in the Investment Option
described below:
Fidelity Freedom Funds - These funds provide investment diversity based on
the projected years to retirement. A participant can choose the fund
tailored to their retirement specification. These funds eliminate the need
for the investor to determine the asset allocation. Five Fidelity Freedom
Funds are included in the plan. Fidelity Freedom Income Fund, Fidelity
Freedom 2000 Fund, Fidelity Freedom 2010 Fund, Fidelity Freedom 2020 Fund,
and Fidelity Freedom 2030 Fund.
- 9 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Raytheon Stock Fund - Effective December 17, 1997, GM spun-off the defense
electronics business of Hughes Electronics, a GM subsidiary (Hughes
Defense), to holders of $1-2/3 par 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 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 ration for units was based on the number of units held in the
Plan. Such exchange 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.
This exchange required the addition of Raytheon Common Stock Fund which
will remain as an investment option through December 31, 2002; however, no
further contributions or exchanges from any other investment options into
the Raytheon Common Stock Fund will be permitted during that time.
Dividends, if any, paid on Raytheon Class A Common Stock held 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 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 any interest earned on short-term investments held by the
fund.
- 10 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
The number of participants in each Investment Fund or Option as of
December 31, 1997 and 1996 is shown below. The sum of participation by
Investment Fund or Option is greater than the total number of Plan
participants because participation is allowed in more than one fund or
option.
<TABLE>
<CAPTION>
Option 1997 1996
------ ---- ----
<S> <C> <C>
Fidelity Managed Income Fund 1,391 1,447
Fidelity Growth & Income Fund 2,551 1,912
Fidelity Overseas Fund 706 373
Fidelity Asset Manager Fund 1,192 1,052
Fidelity Magellan Fund 1,772 1,277
Fidelity Retirement Government Money Market Fund 687 625
Fidelity Contrafund 1,564 1,021
Fidelity Ginnie Mae Fund 324 229
CoreStates Financial Corp. Common Stock 23 24
GM Unitized Stock Fund 3,471 2,791
Fidelity Small Cap Stock Fund 325
Fidelity OTC Portfolio 316
Fidelity Puritan Fund 230
Fidelity Freedom Income Fund 7
Fidelity Freedom 2000 Fund 7
Fidelity Freedom 2010 Fund 34
Fidelity Freedom 2020 Fund 44
Fidelity Freedom 2030 Fund 47
Raytheon Stock Fund 3,425
</TABLE>
- 11 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
The number of units credited to participants, including non-vested, and
the net asset value (NAV) of each unit at December 31, 1997 and 1996 are
as follows:
<TABLE>
<CAPTION>
1997 1996
Number NAV Per Number NAV Per
of Units Unit of Units Unit
-------- ------- -------- -------
Investment
Fidelity Managed Income
<S> <C> <C> <C> <C>
Fund 17,561,281 $1.000 18,548,685 $1.000
Fidelity Growth & Income
Fund 684,829 38.100 560,873 30.730
Fidelity Overseas Fund 63,624 32.540 35,470 30.840
Fidelity Asset Manager
Fund 455,497 18.350 380,277 16.470
Fidelity Magellan Fund 113,784 95.270 86,220 80.650
Fidelity Retirement Gov't
Money Market Fund 3,024,042 1.000 2,060,612 1.000
Fidelity Contrafund 215,549 46.630 143,198 42.150
Fidelity Ginnie Mae Fund 98,770 10.890 43,607 10.700
CoreStates Financial Corp.
Common Stock 22,718 80.500 24,718 51.875
GM Unitized Stock Fund 1,705,018 12.750 1,530,258 11.370
Fidelity Small Cap Stock
Fund 67,460 15.930 - -
Fidelity OTC Portfolio 28,783 33.450 - -
Fidelity Puritan Fund 31,100 19.380 - -
Fidelity Freedom Income
Fund 503 10.620 - -
Fidelity Freedom 2000 Fund 2,721 11.240 - -
Fidelity Freedom 2010 Fund 12,656 11.690 - -
Fidelity Freedom 2020 Fund 21,437 11.930 - -
Fidelity Freedom 2030 Fund 27,253 11.990 - -
Raytheon Stock Fund 107,691 10.400 _- -
</TABLE>
- 12 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
8. LOANS RECEIVABLE FROM PARTICIPANTS
Active participants in the Plan are generally eligible to borrow from the
Plan up to the lesser of $50,000 or 50% of the participant's vested
account balance. Interest on participant loans is determined by the Plan
Administrator based on rates offered by commercial lenders for similar
type loans. Loan repayments are in level monthly installments over a term
not to exceed five years. Loans are funded through the liquidation of the
participant's related investments. Repayments of principal are reinvested
based upon the participant's current investment options. During the year
ended December 31, 1997, there were approximately $2,485,000 and
$1,575,000 of new borrowings and principal repayments, respectively. At
December 31, 1997, there were 667 loans outstanding with an average
balance and interest rate of $5,489 and 9.51%, respectively. At December
31, 1996, there were 611 loans outstanding with an average balance and
interest rate of $4,971 and 9.54%, respectively.
Two of the employees of the Company who serves on the Pension Committee
also have an outstanding loan receivable. Loan activity for these
individuals for the years ended December 31, 1997 and 1996 is as follows:
1997 1996
---- ----
New Loans $24,000 $12,908
Principal Repayments 10,294 8,291
Average Balance at December 31 8,026 4,302
Average Rate 9.667% 9.875%
9. TAX STATUS
The Plan obtained its latest determination letter on July 13, 1995 in
which the Internal Revenue Service stated that the Plan, subject to the
adoption of several technical amendments, was in compliance with the
applicable requirements of the Internal Revenue Code. The Plan adopted the
technical amendments on August 9, 1995 to comply with the requirements
noted in the letter. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
Temporary employees do not normally qualify for benefits due to the
expected tenure of their employment. However, from 1993 to 1996, certain
temporary employees qualified for Plan benefits as a result of working in
excess of 1,000 hours for the eligibility computation period. Due to an
administrative error, these employees were not given the opportunity to
participate in the Plan. As a result, the Company has filed for relief
with the IRS under the Standardized Voluntary Compliance Resolution
Procedure ("SVP") and will make contributions required to obtain relief
under SVP. The Company has developed an estimate of the potential
additional contributions which are not material to the Plan.
- 13 -
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
10. RELATED PARTY TRANSACTIONS
Advisory, auditing and accounting services are paid for by the Company on
behalf of the Plan. Costs for such outside services amounted to
approximately $167,000 and $188,000 during the years ended December 31,
1997 and 1996, respectively. The administrative expenses relating to the
funds are paid directly by the participants from the fund's assets and are
factored into the net asset value.
The Plan has invested in common stock of General Motors Corporation
("GM"), the indirect parent of the Company. See Note 7 for certain
financial information. During the years ended December 31, 1997 and 1996,
the Plan had the following GM stock transactions:
1997 1996
---- ----
Total dollar amount of purchases $6,022,831 $4,876,162
Total dollar amount of sales 3,311,504 3,069,593
11. SCHEDULE OF INVESTMENTS EXCEEDING 5% OF NET ASSETS
<TABLE>
<CAPTION>
Description Market
Identity of Issue of Investment Cost Value
Fidelity Management Trust Company, Inc.
<S> <C> <C> <C>
Managed Income Fund Stable Value Fund $17,561,281 $17,561,281
Growth and Income Fund Growth and Income Fund 19,168,492 26,091,988
Asset Manager Fund Asset Allocation Fund 7,344,233 8,358,365
Magellan Fund Growth Fund 9,387,590 10,840,157
Contrafund Growth Fund 8,923,294 10,051,039
General Motors Unitized
Stock Fund Common Stock Fund 15,794,299 21,738,980
</TABLE>
- 14 -
<PAGE>
<TABLE>
12. STATEMENT OF CHANGES IN NET ASSETS BY FUND THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
MANAGED GROWTH & FIDELITY ASSET FIDELITY
INCOME INCOME OVERSEAS MANAGER MAGELLAN
TOTAL FUND FUND FUND FUND FUND
----------- ----------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $5,966,572 $1,034,472 $1,160,779 $97,894 $719,781 $652,471
----------- ----------- ----------- ----------- ----------- ----------
Net appreciation in fair value
of investments 10,696,223 - 4,485,669 36,279 756,637 1,317,802
----------- ----------- ----------- ----------- ----------- ----------
Contributions:
Employee 9,614,224 983,608 2,579,554 411,629 781,427 1,410,965
Employer 4,864,570 46,846 (6,681) (1,477) (1,810) (4,474)
----------- ----------- ----------- ----------- ----------- ----------
Total contributions 14,478,794 1,030,454 2,572,873 410,152 779,617 1,406,491
----------- ----------- ----------- ----------- ----------- ----------
Distributions to participants (4,858,024) (1,138,535) (1,303,469) (77,136) (260,457) (352,246)
----------- ----------- ----------- ----------- ----------- ----------
Rollovers 4,169,378 348,947 1,018,674 239,035 399,031 682,010
----------- ----------- ----------- ----------- ----------- ----------
Transfers among investment options - (2,262,742) 921,834 270,196 (299,411) 179,977
----------- ----------- ----------- ----------- ----------- ----------
Increase in net assets available
for benefits during the year 30,452,943 (987,404) 8,856,360 976,420 2,095,198 3,886,505
Net assets available for benefits
at beginning of year 80,387,928 18,548,685 17,235,628 1,093,892 6,263,167 6,953,652
----------- ----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at end of year $110,840,871 $17,561,281 $26,091,988 $2,070,312 $8,358,365 $10,840,157
=========== =========== =========== =========== =========== ==========
</TABLE>
- 15 -
<PAGE>
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997 - Continued
<CAPTION>
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
FIDELITY
RETIREMENT CORESTATES RAYTHEON
GOVERNMENT FIDELITY FINANCIAL GENERAL MOTORS CLASS A
MONEY MARKET FIDELITY GINNIE MAE CORP. UNITIZED UNITIZED
FUND CONTRAFUND FUND COMMON STOCK STOCK FUND STOCK FUND
----------- ---------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $127,265 $930,676 $49,370 $45,251 $ 657,431 $ -
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation in fair value
of investments - 717,186 14,367 667,075 3,012,202 (320,276)
----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employee 597,257 1,620,209 156,843 - 605,924 -
Employer (18,315) (10,028) - - 4,859,276 -
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 578,942 1,610,181 156,843 - 5,465,200 -
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants (267,870) (272,026) (15,931) (42,740) (820,979) -
----------- ----------- ----------- ----------- ----------- -----------
Rollovers 145,042 478,825 140,582 - 131,407 -
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options 381,031 550,409 263,789 (123,270)_ (4,105,319) 1,440,261
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets available
for benefits during the year 964,410 4,015,251 609,020 546,316 4,339,942 1,119,985
Net assets available for benefits
at beginning of year 2,060,612 6,035,788 466,590 1,293,875 17,399,038 -
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $3,025,022 $10,051,039 $1,075,610 $1,840,191 $21,738,980 $1,119,985
=========== =========== =========== =========== =========== ===========
</TABLE>
- 16 -
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997 - Continued
<CAPTION>
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY
SMALL CAP OTC PURITAN FREEDOM FREEDOM FREEDOM
STOCK FUND PORTFOLIO FUND INCOME FUND 2000 FUND 2010 FUND
----------- ---------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $68,085 $59,376 $43,636 $85 $1,000 $5,011
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation in fair value
of investments 42,224 (57,364) 34,507 (46) 248 (1,831)
----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employee 143,215 153,737 85,525 704 6,850 22,038
Employer 1,233 - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 144,448 153,737 85,525 704 6,850 22,038
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants (11,581) (4,321) (4,876) - - -
----------- ----------- ----------- ----------- ----------- -----------
Rollovers 205,463 145,590 71,863 1,530 - 16,096
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options
625,994 665,786 372,055 3,066 22,486 106,636
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets available
for benefits during the year 1,074,633 962,804 602,710 5,339 30,584 147,950
Net assets available for benefits
at beginning of year - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $1,074,633 $962,804 $602,710 $5,339 $30,584 147,950
=========== =========== =========== =========== =========== ===========
</TABLE>
- 17 -
<PAGE>
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997 - Concluded
<CAPTION>
SUPPLEMENTAL INFORMATION
---------------------------------------
FIDELITY FIDELITY
FREEDOM FREEDOM LOAN
2020 FUND 2030 FUND FUND
----------- ---------- -----------
<S> <C> <C> <C>
Interest and dividends $8,692 $10,544 $294,753
----------- ----------- ---------
Net appreciation in fair value
of investments (4,314) (4,142) -
----------- ----------- ---------
Contributions:
Employee 23,824 30,915 -
Employer - - -
----------- ----------- ---------
Total contributions 23,824 30,915 -
----------- ----------- ---------
Distributions to participants - (111) (285,746)
----------- ----------- ---------
Rollovers - 145,283 -
----------- ----------- ---------
Transfers among investment options 227,547 144,277 615,398
----------- ----------- ---------
Increase in net assets available
for benefits during the year 255,749 326,766 624,405
Net assets available for benefits
at beginning of year - - 3,037,001
----------- ----------- ---------
Net assets available for benefits
at end of year $255,749 $326,766 $3,661,406
=========== =========== =========
</TABLE>
- 18 -
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
SUPPLEMENTAL INFORMATION
----------------------------------------------------------------
FIDELITY FIDELITY FIDELITY
MANAGED GROWTH & FIDELITY ASSET FIDELITY
INCOME INCOME OVERSEAS MANAGER MAGELLAN
TOTAL FUND FUND FUND FUND FUND
----------- ----------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 4,223,286 $ 1,044,813 $ 792,385 $ 64,507 $ 484,971 $ 1,027,906
----------- ----------- ----------- ----------- ----------- ----------
Net appreciation in fair value
of investments 4,023,071 - 1,803,807 23,893 204,658 (299,548)
----------- ----------- ----------- ----------- ----------- ----------
Contributions:
Employee 6,304,630 1,015,081 1,560,395 164,605 631,597 1,119,393
Employer 3,573,767 (17,495) (9,391) - (2,876) (7,442)
----------- ----------- ----------- ----------- ----------- ----------
Total contributions 9,878,397 997,586 1,551,004 164,605 628,721 1,111,951
----------- ----------- ----------- ----------- ----------- ----------
Distributions to participants (Note 5) (3,599,915) (986,199) (727,204) (20,055) (176,171) (298,601)
----------- ----------- ----------- ----------- ----------- ----------
Rollovers 1,817,332 128,657 342,672 178,035 157,211 439,946
----------- ----------- ----------- ----------- ----------- ----------
Transfers among investment options - (1,085,475) 2,065,353 402,206 (308,717) (790,519)
----------- ----------- ----------- ----------- ----------- ----------
Increase in net assets available
for benefits during the year 16,342,171 99,382 5,828,017 813,191 918,673 1,191,135
Net assets available for benefits
at beginning of year 64,045,757 18,449,303 11,407,611 280,701 5,344,494 5,762,517
----------- ----------- ----------- ----------- ----------- ----------
Net assets available for benefits
at end of year $ 80,387,928 $ 18,548,685 $ 17,235,628 $ 1,093,892 $ 6,263,167 $ 6,953,652
=========== =========== =========== =========== =========== ==========
</TABLE>
- 19 -
<PAGE>
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996 - Concluded
<CAPTION>
SUPPLEMENTAL INFORMATION
--------------------------------------------------------------------------------------
FIDELITY
RETIREMENT CORESTATES
GOVERNMENT FIDELITY FINANCIAL GENERAL MOTORS
MONEY MARKET FIDELITY GINNIE MAE CORP. UNITIZED LOAN
FUND CONTRAFUND FUND COMMON STOCK STOCK FUND FUND
----------- ---------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 93,335 $ 413,148 $ 27,168 $ 44,353 $ 35 $ 230,665
----------- ----------- ----------- ----------- ----------- -----------
Net appreciation in fair value
of investments - 488,824 (6,881) 359,941 1,448,377 -
----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employee 434,309 828,750 100,140 - 450,360 -
Employer (1,586) (2,441) (3,704) - 3,618,702 -
----------- ----------- ----------- ----------- ----------- -----------
Total contributions 432,723 826,309 96,436 - 4,069,062 -
----------- ----------- ----------- ----------- ----------- -----------
Distributions to participants (149,188) (181,782) (35,095) (59,305) (792,465) (173,850)
----------- ----------- ----------- ----------- ----------- -----------
Rollovers (Note 1) 152,945 284,119 69,850 - 63,897 -
----------- ----------- ----------- ----------- ----------- -----------
Transfers among investment options
(Note 8) 456 1,366,038 (86,007) (52,075) (2,089,899) 650,639
----------- ----------- ----------- ----------- ----------- -----------
Increase in net assets available
for benefits during the year 530,271 3,196,656 65,471 292,914 2,699,007 707,454
Net assets available for benefits
at beginning of year 1,530,341 2,839,132 401,119 1,000,961 14,700,031 2,329,547
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits
at end of year $ 2,060,612 $ 6,035,788 $ 466,590 $ 1,293,875 $17,399,038 $ 3,037,001
=========== =========== =========== =========== =========== ===========
</TABLE>
- 20 -
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<CAPTION>
Current
Identity of Issue Description Cost Value
- --------------------------------------- --------------------------------------- ----------- -----------
Participant Loans (Interest rates from
<S> <C> <C> <C>
7.25% to 10.25%) $ 3,661,406 $ 3,661,406
Fidelity Management Trust Company, Inc.
Manager Income Fund (2) Stable Value Fund 17,561,281 17,561,281
Fidelity Management Trust Company, Inc.
Growth and Income Fund (2) Growth & Income Fund 19,168,492 26,091,988
Fidelity Management Trust Company, Inc.
Overseas Fund International Growth Fund 2,038,552 2,070,312
Fidelity Management Trust Company, Inc.
Asset Manager Fund (2) Asset Allocation Fund 7,344,233 8,358,365
Fidelity Management Trust Company, Inc.
Magellan Fund (2) Growth Fund 9,387,590 10,840,157
Fidelity Management Trust Company, Inc.
Retirement Government Money Market Fund Money Market Fund 3,025,022 3,025,022
Fidelity Management Trust Company, Inc.
Contrafund (2) Growth Fund 8,923,294 10,051,039
Fidelity Management Trust Company, Inc.
Ginnie Mae Fund Income Fund 1,055,939 1,075,610
Fidelity Management Trust Company, Inc.
General Motors Unitized Stock Fund (1)(2) Common Stock Fund 15,794,299 21,738,980
Raytheon Corp.
Raytheon Class A Common Stock Fund (1) Common Stock Fund 1,062,618 1,119,985
Fidelity Management Trust Company, Inc.
Small Cap Stock Fund Growth Fund 1,037,484 1,074,633
Fidelity Management Trust Company, Inc.
OTC Portfolio Growth Fund 1,016,361 962,804
</TABLE>
-21 -
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - CONTINUED
DECEMBER 31, 1997
<CAPTION>
Current
Identity of Issue Description Cost Value
- --------------------------------------- --------------------------------------- ----------- -----------
Fidelity Management Trust Company, Inc.
<S> <C> <C> <C>
Puritan Fund Balanced Fund 581,941 602,710
Fidelity Management Trust Company, Inc.
Freedom Income Fund Asset Allocation 5,384 5,339
Freedom 2000 Fund Asset Allocation 30,550 30,584
Freedom 2010 Fund Asset Allocation 150,563 147,950
Freedom 2020 Fund Asset Allocation 260,055 255,749
Freedom 2030 Fund Asset Allocation 330,894 326,766
Corestates Financial Corp.
Common Stock Common Stock 332,826 1,828,832
---------- ----------
TOTAL $ 92,768,784 $110,829,512
========== ==========
(1) Party-in-interest
(2) Individual investment represents 5% or more of the Plan's net assets.
</TABLE>
- 22 -
<PAGE>
<TABLE>
THE GMAC MORTGAGE CORPORATION SAVINGS INCENTIVE PLAN
Item 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
Total Total Market
Total Dollar Total Dollar Historical Value at
Number of Value of Number of Value of Cost Date of Net Gain
Identity of Party Description Purchases Purchases Sales Sales of Asset Transaction or (Loss)
- -------------------- ------------------ --------- --------- -------- --------- ---------- ----------- ---------
SERIES REPORTABLE TRANSACTIONS
Fidelity Mgmt. Trust
<S> <C> <C> <C> <C> <C> <C> <C>
Company. Inc. Managed Income Fund 224 4,696,743 - - - - -
Fidelity Mgmt. Trust
Company. Inc. Managed Income Fund - - 220 5,684,147 5,684,147 5,684,147 -
Fidelity Mgmt. Trust
Company. Inc. Growth & Income Fund 246 8,215,949 - - - - -
Fidelity Mgmt. Trust
Company. Inc. Magellan Fund 245 4,347,016 - - - - -
Fidelity Mgmt. Trust
Company. Inc. Contrafund 237 4,961,600 - - - - -
General Motors Corp. General Motors Unitized
Stock Fund 245 7,369,750 - - - - -
General Motors Corp. General Motors Unitized - - 231 5,259,179 4,282,962 5,259,179 976,179
Stock Fund
</TABLE>
- 23 -
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statement No.
33-54835 of General Motors Corporation on Form S-8 of our report dated May 29,
1998 appearing in this Annual Report on Form 11-K of The GMAC Mortgage
Corporation Savings Incentive Plan for the year ended December 31, 1997.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 23, 1998
- 24 -
