UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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ACT OF 1934
For the fiscal year ended December 31, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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ACT OF 1934
For the transition period from to
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Commission file number 33-43747
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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 48265-1000
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(Name of issuer of the securities held pursuant to
the plan and the address of its principal
executive offices)
Registrant's telephone number, including area code (313)-556-5000
Notices and communications from the Securities and Exchange Commission
relative to this report should be forwarded to:
Peter R. Bible
Chief Accounting Officer
General Motors Corporation
100 Renaissance Center.
Detroit, Michigan 48265-1000
- 1 -
<PAGE>
FINANCIAL STATEMENTS AND EXHIBIT
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(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No.
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Saturn Personal Choices Savings Plan for Non-Represented Members:
Independent Auditors' Report. . . . . . . . . . . . . . . . . 3
Statements of Net Assets Available for Benefits, as of
December 31, 1997 and 1996. . . . . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1997 and 1996. . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6
Supplemental schedules:
Line 27a-Schedule of Assets Held for Investment Purposes,
as of December 31, 1997 . . . . . . . . . . . . . . . . . 17
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1997. . . . . . . . . . . . . . . 19
Supplemental schedules not listed above are omitted because of the
absence of the conditions under which they are required.
(b) EXHIBIT
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Exhibit 23 - Independent Auditors' Consent . . . . . . . . . . 20
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the President's Council of General Motors Corporation has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Saturn Personal Choices Savings
Plan for Non-Represented Members
--------------------------------
(Name of plan)
Date June 23, 1998 By:
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/s/John F. Smith, Jr.
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(John F. Smith, Jr., Chairman
President's Council)
- 2 -
<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, 1997 and 1996, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in its net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1997 and (2) reportable
transactions for the year ended December 31, 1997 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules have been subjected to the auditing
procedures applied in the audit of the basic 1997 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 12, 1998
- 3 -
<PAGE>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
1997 1996
ASSETS: ----------- -----------
Investments, at fair value:
Value of interest in General Motors
Savings Plans Master Trust $54,109,031 $40,974,143
Fixed Income Fund 1,056,902 2,583,252
Mutual Funds 24,983,305 13,331,005
Loans to participants 2,829,375 2,055,338
Investments, at contract value:
Investment contracts stated at cost
plus accumulated interest 13,426,191 7,722,513
---------- ----------
Total assets 96,404,804 66,666,251
LIABILITIES:
Due to brokers for securities purchased,
not settled 43,629 52,085
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $96,361,175 $66,614,166
========== ==========
Reference should be made to the Notes to Financial Statements.
- 4 -
<PAGE>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996
----------- -----------
ADDITIONS:
Investment income:
Net appreciation in
fair value of investments $1,693,866 $193,755
Dividends 1,267,343 883,862
Interest 1,857,976 933,724
Net investment income from the General
Motors Savings Plans Master Trust 8,224,906 2,418,034
---------- ----------
Total investment income 13,044,091 4,429,375
Interest on loans 185,033 124,926
Contributions:
Employer 3,868,046 2,835,614
Participants 14,820,839 11,100,551
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Total contributions 18,688,885 13,936,165
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Total additions 31,918,009 18,490,466
DEDUCTIONS:
Benefits paid to participants 2,154,021 1,139,224
Forfeitures 16,979 3,380
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Total deductions 2,171,000 1,142,604
NET INCREASE 29,747,009 17,347,862
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 66,614,166 49,266,304
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End of year $96,361,175 $66,614,166
========== ==========
Reference should be made to the Notes to Financial Statements.
- 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 Plan"). General
Motors Investment Management Corporation acts as the Plan fiduciary and, along
with various officers, employees and committees with authority delegated by the
Plan fiduciary, controls and manages the operation and administration of the
Plan subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). Assets of the Plan are held by various investment
managers under the direction of a Trustee. The Plan provides eligible
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 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 for the years ended 1997 and 1996, whichever is less, on a
tax-deferred basis whereby the contributions are excluded from the
participant's taxable income until such amounts are distributed to the
participant from the Plan ("Tax-Deferred Savings").
o Participants may elect to combine the above contribution methods,
provided the contribution limitations noted above are not exceeded.
o Participants who have transferred to Saturn from another unit of the
Corporation are allowed to transfer assets into the Plan from the General
Motors Corporation Savings-Stock Purchase Program Trust. There were no
transfers in process relating thereto at December 31, 1997 or 1996.
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").
Saturn Matching Contributions
Saturn currently matches Participant Savings up to 60% of Basic Savings (70%
effective January 1, 1998). For the plan year 1996, the Saturn match was
50%. A participant's "Basic Savings" are defined as savings which do not
exceed 6% of Eligible Monthly Salary.
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SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Description of Investment Options:
General Motors Corporation Common Stock $1-2/3 Par Value, EDS Common Stock
Fund, Class H $0.10 Par Value, and Raytheon Class A Common Stock Fund -
Under these options, 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.
Assets invested in each of the classes of common stock ($1-2/3 par value,
EDS Common Stock Fund, Class H, and Raytheon Class A Common Stock Fund)are
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.
Raytheon Class A Common Stock Fund - Effective December 17, 1997, GM
spun-off the defense electronics business of Hughes Electronics, a GM
subsidiary (Hughes Defense), to holders of GM $1-2/3 par value and Class H
common stock, which was immediately followed by the merger of Hughes Defense
with Raytheon Company. In connection with the above transaction, Raytheon
Class A common stock was distributed to holders of the GM $1-2/3 par value
and Class H common stocks. Plan participants holding Class H Common Stock
Fund units were allocated approximately .81 units of Raytheon Class A units
for each unit of GM Class H held. Plan participants holding GM $1-2/3 par
value Common Stock Fund units were allocated approximately .08 units of
Raytheon Class A units for each unit of GM $1-2/3 held. The determination of
the allocation ratio for units was based on the number of units held in the
Plan. Such distribution was recorded as a stock dividend and totaled
approximately $314 million of which $172 million and $142 million were
distributed to $1-2/3 par value common stockholders and Class H common
stockholders, respectively.
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SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Such distribution required the addition of the Raytheon Class A Common Stock
Fund as an investment option. The Raytheon Class A Common Stock Fund will
remain as an investment option through December 31, 2002; however, no
further contributions or exchanges from any other investment options into
the Raytheon Class A Common Stock Fund will be permitted during that time.
Dividends, if any, paid on Raytheon Class A Common Stock held by the Master
Trust will be invested in an income fund investment option prior to
allocation to participant's accounts.
Assets held in this fund are expressed in terms of units and not shares of
stock. Each unit represents a proportionate interest in all of the assets of
this fund. The value of each participant's account is determined each
business day by the number of units to the participant's credit, multiplied
by the current unit value. The return on a participant's investment is based
on the value of units, which, in turn, is determined by the market price of
the Raytheon Class A Common Stock, the amount of any dividends paid thereon,
and by interest earned on short-term investments held by the fund.
Equity Index Fund - Under this option, participant contributions are
invested in a portfolio of common stocks managed by an investment manager.
The investment manager maintains a portfolio which is designed to match the
performance of the Standard and Poor's 500 Index. This Index is a
broad-based index of large companies which operate in a wide variety of
industries and market sectors and which represent over two-thirds of the
market capitalization of all publicly traded common stocks in the United
States.
Balanced Fund - Under this option, contributions are invested in equity and
fixed income investments selected from opportunities available in the entire
global capital market, including large and small capitalization common
stocks, investment and non-investment grade bonds, convertible securities,
real estate, emerging market investments, and venture capital, and may be
issued by U.S. and non-U.S. issuers.
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.
The above three options are included under the General Motors Savings Plans
Master Trust. (See Note F.)
Income Fund - Under this option, funds are invested in investment contracts
issued by insurance companies. The issuing companies have agreed to provide
this fund with a net fixed or floating contract interest rate that is to be
earned over a specified period and payment of principal and interest upon
participant initiated withdrawals and/or transfers of assets.
The crediting interest rates, fund managers, and contract value of the
investment contracts at December 31, 1997 and 1996, respectively, were as
follows:
- 8 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Interest Interest
Rate Rate
as of as of Fund Investment Contracts
12/31/97 12/31/96 Manager 1997 1996
-------- -------- ------------------------ ----------- ---------
6.51% 6.51% New York Life $1,116,933 $1,048,665
6.80% - New York Life 2,122,950 -
6.54% 6.22% John Hancock Mutual Life 3,705,045 2,049,572
6.50% 6.51% John Hancock Mutual Life 3,047,046 1,405,582
7.30% 7.42% Metropolitan Life 3,195,298 2,994,071
6.23% 6.23% Principal Mutual Life 160,046 150,660
7.27% 7.27% Provident National 78,873 73,963
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$13,426,191 $7,722,513
========== =========
The contract value of the investment contracts approximates their fair value
at December 31, 1997 and 1996. The average yield on the investment contracts
for the years ended December 31, 1997 and 1996 was 6.75% and 6.79%,
respectively.
In 1997 and 1996, investments were also made in short-term U.S. Government
debt obligations and cash. At December 31, 1997 and 1996, the fair value of
such investments, considered as the Fixed Income Fund, was $1,056,902 and
$2,583,252, respectively.
Mutual Funds - This option is comprised of three core option mutual funds
and forty-four self directed account mutual funds managed by Fidelity
Investments. (See Note C.) The core option mutual funds are Fidelity
Magellan, Puritan, and Contrafund. 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 generally withdraw their Tax-Deferred Savings after they reach
age 59-1/2 or prior to age 59-1/2 for Financial Hardship, as defined in the
Plan's "Complete Text". After-Tax Savings, vested Saturn matched
contributions and related earnings may be withdrawn any time upon a
participant's request. Upon termination of employment, a final distribution
of assets is made unless termination is by retirement, or the participant's
account balance exceeds $3,500 ($5,000 effective January 1, 1998). In those
instances, the distribution may be deferred until April 1 of the year after
the participant reaches the age of 70-1/2. Participants who continue working
beyond reaching the age of 70-1/2 are not required to begin distribution.
There were no distributions payable to participants included in net assets
available for benefits as of December 31, 1997 and 1996.
Transfers
Participants may transfer assets between Investment Options at any time,
with certain limitations.
Loans
Participants may borrow once per calendar year from both their Tax-Deferred
and After-Tax Savings assets. The amount and term of the loans are limited
under the Plan.
- 9 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Loans bear a rate of interest equal to the prime lending rate as of the last
business day of the calendar quarter immediately preceding the date the
Participant gives appropriate direction for a loan to the Plan recordkeeper
(interest rates for outstanding loans at December 31, 1997 ranged from 6% to
9%). Interest paid on the loans is credited back to the borrowing
participant's account in the Plan. No earnings will accrue to the assets
liquidated for the loan.
At December 31, 1997 and 1996 loans to participants were $2,829,375, and
$2,055,338, 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.
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.
- 10 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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.
C. INVESTMENTS
The table below details the investment managers, the investment types and the
carrying value of investments as of December 31, 1997 and 1996.
Investment Manager Investment Type 1997 1996
- ------------------ --------------------------------- ----------- ----------
State Street Bank Value of Interest in General
and Trust Motors Savings Plans Master
Trust $54,109,031* $40,974,143*
State Street Bank
and Trust Fixed Income Fund 1,056,902 2,583,252
Fidelity Magellan 5,537,037* 2,831,013
Fidelity Puritan 2,773,335 1,234,619
Fidelity Contrafund 7,229,662* 4,441,748*
Fidelity Self Directed Accounts 9,443,271** 4,823,625**
---------- ----------
Total mutual funds 24,983,305 13,331,005
Loans to
Participants 6% to 9% 2,829,375 2,055,338
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New York Life Investment Contract, 6.51% 1,116,933 1,048,665
New York Life Investment Contract, 6.80% 2,122,950 -
Provident National Investment Contract, 7.27% 78,873 73,963
Principal Mutual Investment Contract, 6.23% 160,046 150,660
Life
John Hancock Mutual Investment Contract, 6.54% 3,705,045 2,049,572
Life
John Hancock Mutual Investment Contract, 6.50% 3,047,046 1,405,582
Life
Metropolitan Life Investment Contract, 7.30% 3,195,298 2,994,071
---------- ----------
Total Guaranteed Investment Contracts 13,426,191 7,722,513
---------- ----------
TOTAL $96,404,804 $66,666,251
========== ==========
* Represents 5% or more of Plan assets.
** Represents the total of forty-four and thirty-five individual mutual funds
managed by Fidelity Investments for the years ended December 31, 1997 and 1996,
respectively, none of which exceed 5% or more of Plan assets.
- 11 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
D. SHARE AND UNIT VALUES
All assets invested in the Plan are expressed in terms of units. The number of
units credited to each participant's account will be determined by the amount of
deferred savings and the current value of each unit in the fund. The value of
each participant's account is determined each business day by the number of
units to the participant's credit, multiplied by the current unit value. The
following summarizes the Plan's number of units and the value of each unit by
fund as of:
December 31, September 30,
Number of Value of Number of Value of
Units Each Unit Units Each Unit
Fiscal Year 1997
GM $1-2/3 par value Common
Stock Fund 180,527 $145.830 163,207 $160.890
GM Class H Common Stock Fund 22,726 103.750 19,330 181.520
EDS Common Stock Fund 47,607 114.660 51,604 92.780
Raytheon Class A Common
Stock Fund 32,183 89.890 - -
Income Fund 1,201,950 12.154 1,104,123 11.955
Equity Index Fund 710,434 22.580 700,757 21.950
Balanced Fund 62,241 16.370 56,077 16.490
June 30, March 31,
Number of Value of Number of Value of
Units Each Unit Units Each Unit
Fiscal Year 1997
GM $1-2/3 par value Common
Stock Fund 174,038 $134.080 164,093 $139.390
GM Class H Common Stock Fund 20,249 159.560 22,240 150.840
EDS Common Stock Fund 55,784 107.050 58,313 105.410
Income Fund 1,033,351 11.758 950,167 11.569
Equity Index Fund 566,192 20.420 566,432 17.380
Balanced Fund 45,877 15.620 42,698 14.300
December 31, September 30,
Number of Value of Number of Value of
Units Each Unit Units Each Unit
Fiscal Year 1996
GM $1-2/3 par value Common
Stock Fund 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
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
- 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, 1997 and 1996:
1997 1996
Participant Contributions:
GM $1-2/3 par value Common Stock Fund $4,659,864 $3,875,153
GM Class H Common Stock Fund 1,122,135 728,070
EDS Common Stock Fund - 690,423
Raytheon Class A Common Stock Fund - -
Income Fund 2,189,375 1,663,491
Equity Index Fund 2,189,632 1,205,705
Balanced Fund 175,544 105,504
Fidelity Magellan Fund 975,969 837,046
Fidelity Puritan Fund 535,745 343,554
Fidelity Contrafund 1,388,138 730,917
Self-Directed Accounts 1,584,437 920,688
---------- ----------
$14,820,839 $11,100,551
========== ==========
Employer Contributions:
GM $1-2/3 par value Common Stock Fund $3,868,046 $2,835,614
========= =========
Investment Income (Loss):
GM $1-2/3 par value Common Stock Fund $2,920,692 $1,993,610
GM Class H. Common Stock Fund (1,011,900) 246,386
EDS Common Stock Fund (3,334) (1,348,574)
Raytheon Class A Common Stock Fund 2,903,176 -
Income Fund 890,554 562,922
Equity Index Fund 3,315,237 1,465,708
Balanced Fund 101,035 61,020
Fidelity Magellan Fund 871,575 280,676
Fidelity Puritan Fund 369,875 136,312
Fidelity Contrafund 1,165,928 564,955
Self-Directed Accounts 1,521,253 466,360
--------- ---------
$13,044,091 $4,429,375
========== =========
Benefits Paid to Participants:
GM $1-2/3 par value Common Stock Fund $562,538 $413,485
GM Class H Common Stock Fund 52,506 57,850
EDS Common Stock Fund 134,217 127,128
Raytheon Class A Common Stock Fund 175 -
Income Fund 648,110 291,718
Equity Index Fund 427,315 118,436
Balanced Fund 4,668 7,248
Fidelity Magellan Fund 93,929 31,518
Fidelity Puritan Fund 44,416 14,540
Fidelity Contrafund 153,448 50,538
Self-Directed Accounts 32,699 26,763
--------- ---------
$2,154,021 $1,139,224
========= =========
- 13 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS -
1997 1996
Interfund Trust Transfers:
GM $1-2/3 par value Common Stock Fund $(5,519,926) $(6,228,502)
GM Class H Common Stock Fund (1,354,026) 1,065,935
EDS Common Stock Fund (1,176,897) 41,099
Raytheon Common Stock Fund (16,804) -
Income Fund 1,753,422 1,421,427
Equity Index Fund 2,551,243 312,135
Balanced Fund 134,906 187,711
Fidelity Magellan Fund 963,984 (60,377)
Fidelity Puritan Fund 711,037 164,208
Fidelity Contrafund 138,516 1,808,676
Self-Directed Accounts 1,814,545 1,287,688
--------- ---------
$ - $ -
========= =========
F. THE MASTER TRUST
As of December 21, 1994, the Corporation established the General Motors Savings
Plans Master Trust (the "Master Trust") pursuant to a trust agreement among the
Corporation, Saturn Corporation and State Street Bank and Trust, as trustee of
the funds, in order to permit the commingling of trust assets of several
employee benefit plans for investment and administrative purposes. The assets of
the Master Trust are held by State Street Bank and Trust.
Employee benefit plans participating in the Master Trust include the following:
o General Motors Savings - Stock Purchase Program for Salaried Employees in
the United States
o General Motors Personal Savings Plan for Hourly-Rate Employees in the
United States
o Saturn Individual Savings Plan for Represented Members
o Saturn Personal Choices Savings Plan for Non-Represented Members
The Master Trust is composed of six master trust investment options: the GM
$1-2/3 Common Stock Fund, the GM Class H Common Stock Fund, the EDS Common Stock
Fund, Raytheon 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, 1997 and 1996:
1997 1996
Value of interest in Master Trust $54,109,031 $40,974,143
------------ ----------
Percentage of total Master Trust 0.64% 0.55%
------------ ----------
Value of interest in the net investment
income from Master Trust accounts $8,224,906 $2,418,034
------------- ----------
Percentage of total Master Trust net
investment gain 0.45% 0.34%
------------- ----------
- 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, 1997 and 1996 are summarized in thousands as follows:
1997 1996
ASSETS
Investments, at fair value:
Common Stock:
General Motors $1-2/3 par value $4,219,576 $4,237,497
General Motors Class H, $0.10 par value 225,418 389,506
EDS Common Stock Fund 460,532 632,206
Raytheon Class A Common Stock Fund 360,087 -
Other Corporate 15,110 12,440
U.S. Government Securities 2,913 1,875
Common/Collective Trust 3,167,494 2,063,946
Cash 51,835 79,952
--------- ---------
Total investments 8,502,965 7,417,422
Receivables:
Due from broker for investments sold 2,664 2,081
Accrued investment income 4,791 1,633
--------- ---------
Total receivables 7,455 3,714
--------- ---------
Total assets 8,510,420 7,421,136
--------- ---------
LIABILITIES:
Due to broker for securities purchased (8,553) (49)
--------- ---------
Net assets available for benefits $8,501,867 $7,421,087
========= =========
The net investment income of all participating plans in the Master Trust for the
years ended December 31, 1997 and 1996 is summarized in thousands as follows:
Interest $4,273 $5,651
Dividends 148,332 145,877
Stock dividend 314,280 -
Net appreciation in fair value of investments:
Common stocks 658,340 192,900
U.S. Government securities 303 78
Common and collective trusts 703,360 365,828
Registered investment company 8,321 6,410
-------- ---------
Total net appreciation in fair value
of investments 1,370,324 565,216
--------- ---------
Total investment income $1,837,209 $716,744
========= =========
- 15 -
SATURN 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>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<CAPTION>
Column A Column B Column C Column D Column E
- --------- ---------------- ------------------------- ---------- ----------
Identity of
Issue, Borrower,
Lessor, or Current
Similar Party Description of Investment Cost Value
- --------- ---------------- ------------------------- ---------- -----------
* State Street Bank Value of Interest in
and Trust General Motors Savings
<S> <C> <C> <C> <C>
Plans Master Trust $50,611,985 $54,109,031
* State Street Bank Fixed Income Fund
and Trust 1,041,665 1,056,902
Mutual Funds:
Fidelity Magellan 5,010,644 5,537,037
Fidelity Puritan 2,617,411 2,773,335
Fidelity Contrafund 6,777,030 7,229,662
Fidelity Asset Manager 18,248 10,745
Fidelity Capital Appreciation 81,352 78,132
Fidelity Retirement Growth 66,555 64,691
Fidelity Value 682,987 680,463
Fidelity Small Cap Stock 397,534 418,981
Fidelity Low-Priced Stock 515,117 532,277
Fidelity Fifty 35,694 35,857
Fidelity OTC Portfolio 566,785 558,854
Fidelity Stock Selector 173,009 177,484
Fidelity Disciplined Equity 66,361 69,058
Fidelity Growth Company 332,651 344,645
Fidelity Dividend Growth 807,867 852,951
Fidelity Trend 104,282 92,637
Fidelity Blue Chip Growth 730,616 802,526
Fidelity Fund 266,062 286,855
Fidelity Growth & Income Portfolio 592,320 674,851
Fidelity Equity Income 238,588 268,483
Fidelity Equity Income II 609,929 654,685
Fidelity Real Estate Investment 144,405 154,771
Fidelity Utilities Income 54,904 56,036
Fidelity World Wide 173,145 171,838
Fidelity Canada 8,767 7,858
Fidelity Diversified International 254,663 271,306
Fidelity Pacific Basin 39,778 32,218
Fidelity International Growth & Income 157,589 157,483
Fidelity Europe 237,788 256,153
Fidelity Overseas 186,045 187,258
Fidelity Asset Manager Growth 56,410 57,937
Fidelity Convertible Securities 16,121 15,781
Fidelity Balanced 4,729 5,077
Fidelity Global Bond 13,509 12,769
Fidelity Investment Grade Bond 49,459 50,284
Fidelity Government Securities 55,965 56,840
Fidelity Hong Kong & China 2,011 2,040
Fidelity New Markets Income 37,992 34,487
Fidelity Emerging Markets 13,370 8,621
Fidelity Capital & Income 41,204 43,138
Fidelity Mid Cap Stock 110,825 107,751
Fidelity Freedom 2010 314,524 335,910
Fidelity Freedom 2020 3,227 3,225
Fidelity Freedom 2030 25,229 25,018
</TABLE>
- 17 -
<TABLE>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
Item 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997 - Concluded
<CAPTION>
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>
Fidelity Emerging Growth $ 63,026 $ 53,346
Fidelity Export & Multinational 141,448 119,519
* State Street Bank
and Trust Money Market 612,432 612,432
---------- -----------
Total Mutual Funds 23,509,607 24,983,305
---------- -----------
Loan Fund 6% - 9% 2,829,375 2,829,375
New York Life Investment Contract, 6.51% 1,116,933 1,116,933
New York Life Investment Contract, 6.80% 2,122,950 2,122,950
John Hancock
Mutual Life Investment Contract, 6.54% 3,705,045 3,705,045
John Hancock
Mutual Life Investment Contract, 6.50% 3,047,046 3,047,046
* Metropolitan Life Investment Contract, 7.30% 3,195,298 3,195,298
Principal Mutual
Life Investment Contract, 6.23% 160,046 160,046
Provident National Investment Contract, 7.27% 78,873 78,873
---------- -----------
Total Guaranteed Investment
Contracts 13,426,191 13,426,191
---------- -----------
Total Assets Held for Investment $91,418,823 $96,404,804
========== ==========
* Indicates party-in-interest
</TABLE>
- 18 -
<PAGE>
<TABLE>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
Item 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
SERIES OF TRANSACTIONS IN EXCESS OF 5% OF NET ASSETS
<CAPTION>
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 $13,735,405 $ - $ - $ - $13,735,405 $13,735,405 $ -
and Trust Fund - 15,263,188 - - 15,263,188 15,263,188 -
Fidelity Magellan 2,971,497 - - - 2,971,497 2,971,497 -
- 838,668 - - 791,866 838,668 46,802
Fidelity Contrafund 4,132,460 - - - 4,132,460 4,132,460 -
- 1,930,362 - - 1,797,178 1,930,362 133,184
--------- --------- ------ ------ ---------- ---------- -------
$20,839,362 $18,032,218 $ - $ - $38,691,594 $38,871,580 $179,986
========== ========== ====== ====== ========== ========== =======
</TABLE>
There are no single reportable transactions that reach the 5% of beginning net
assets criteria.
- 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 12,
1998 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, 1997.
s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 22, 1998
- 20 -
