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, 1998
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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, 1998 and 1997. . . . . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1998 and 1997. . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6
Supplemental schedules:
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1998. . . . . . . . . . . . . . . 17
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 . . . . . . . . . . 18
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 29, 1999 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, 1998 and 1997, 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,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
As discussed in Note A to the financial statements, the Plan merged into the
General Motors Savings Stock Purchase Program effective November 30, 1998.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of transactions
in excess of five percent of the current value of plan assets for the year ended
December 31, 1998, is presented for the purpose of additional analysis and is
not a required part of the basic financial statements, but is 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. This schedule is the responsibility of the Plan's management. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic 1998 financial statements and, in our opinion, is 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 25, 1999
- 3 -
<PAGE>
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
1998 1997
ASSETS: ----------- -----------
Investments, at fair value:
Value of interest in General Motors
Savings Plans Master Trust $ - $54,109,031
Fixed Income Fund - 1,056,902
Mutual Funds - 24,983,305
Loans to participants - 2,829,375
Investments, at contract value:
Investment contracts stated at cost
plus accumulated interest - 13,426,191
---------- ----------
Total assets - 96,404,804
LIABILITIES:
Due to brokers for securities purchased,
not settled - 43,629
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $ - $96,361,175
========== ==========
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, 1998 and 1997
1998 1997
----------- -----------
ADDITIONS:
Investment income:
Net appreciation in
fair value of investments $ 2,025,020 $1,693,866
Dividends 566,739 1,267,343
Interest 2,541,161 1,857,976
Net investment income from the General
Motors Savings Plans Master Trust 8,812,138 8,224,906
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Total investment income 13,945,058 13,044,091
Interest on loans 159,772 185,033
Contributions:
Employer 3,856,249 3,868,046
Participants 12,906,801 14,820,839
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Total contributions 16,763,050 18,688,885
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Total additions 30,867,880 31,918,009
DEDUCTIONS:
Benefits paid to participants 2,256,042 2,154,021
Forfeitures 16,520 16,979
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Total deductions 2,272,562 2,171,000
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NET INCREASE BEFORE TRANSFERS 28,595,318 29,747,009
TRANSFER OUT (Note A) (124,956,493) -
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NET (DECREASE) INCREASE AFTER TRANSFERS (96,361,175) 29,747,009
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 96,361,175 66,614,166
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End of year $ - $96,361,175
========== ==========
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. Effective November 30, 1998, the Plan was
merged into the General Motors Savings Stock Purchase Program (the "Program").
All assets and liabilities of the Plan were transferred to the Program on that
date.
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
$10,000 for the years ended 1998 and 1997, 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, 1998 or 1997.
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 at 70% of Basic Savings. For
the plan year 1997, the Saturn match was 60%. 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 Funds -
Under these options, participants' 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. 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.
- 7 -
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 participants' 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 utilize such financial
instruments, is not considered significant to the Plan's financial
statements.
The above six 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, 1998 and 1997, respectively, were as
follows:
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SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Interest Interest
Rate Rate Rate
as of as of Fund InvestmentContracts
12/31/98 12/31/97 Manager 1998 1997
--------- -------- -----------
-% 6.51% New York Life $ - $1,116,933
-% 6.80% New York Life - 2,122,950
-% 6.54% John Hancock Mutual Life - 3,705,045
-% 6.50% John Hancock Mutual Life - 3,047,046
-% 7.30% Metropolitan Life - 3,195,298
-% 6.23% Principal Mutual Life - 160,046
-% 7.27% Provident National - 78,873
---------- ----------
$ - $13,426,191
========== ==========
The contract value of the investment contracts approximates their fair value
at December 31, 1998 and 1997. The average yield on the investment contracts
for the years ended December 31, 1998 and 1997 was 6.02% and 6.75%,
respectively.
In 1998 and 1997 investments were also made in short-term U.S. Government
debt obligations and cash. At December 31, 1998 and 1997, the fair value of
such investments, considered as the Fixed Income Fund, was $0 and
$1,056,902, respectively.
Mutual Funds - This option is comprised of three core option mutual funds
and forty-three 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 $5,000 ($3,500 for the period ending December 31,
1997). 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, 1998 and 1997.
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 accrue to the assets
liquidated for the loan. At December 31, 1998 and 1997, loans to
participants were $0 and $2,829,375, respectively.
Termination of the Plan
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 above, or
o distribute the assets remaining in the Plan in a lump sum to participants
and beneficiaries in proportion to their respective account balances.
As discussed above, the Plan was merged into the General Motors Savings
Stock Purchase Program effective November 30, 1998.
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:
- General Motors Savings Plans Master Trust (the "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
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.
C. INVESTMENTS
The table below details the investment managers, the investment types (and
interest rates at December 31, 1997) and the carrying value of investments as of
December 31, 1998 and 1997.
Investment Manager Investment Type 1998 1997
- ------------------ --------------------------------- ---------- ----------
State Street Bank Value of Interest in General
and Trust Motors Savings Plans Master
Trust $ - $54,109,031*
State Street Bank
and Trust Fixed Income Fund - 1,056,902
Fidelity Magellan - 5,537,037*
Fidelity Puritan - 2,773,335
Fidelity Contrafund - 7,229,662*
Fidelity Self Directed Accounts - 9,443,271**
--------- ----------
Total mutual funds - 24,983,305
Loans to
Participants 6% to 9% - 2,829,375
--------- ----------
New York Life Investment Contract, 6.51% - 1,116,933
New York Life Investment Contract, 6.80% - 2,122,950
Provident National Investment Contract, 7.27% - 78,873
Principal Mutual Investment Contract, 6.23% - 160,046
Life
John Hancock Mutual Investment Contract, 6.54% - 3,705,045
Life
John Hancock Mutual Investment Contract, 6.50% - 3,047,046
Life
Metropolitan Life Investment Contract, 7.30% - 3,195,298
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Total Guaranteed Investment Contracts - 13,426,191
---------- ----------
TOTAL $ - $96,404,804
========== ==========
* Represents 5% or more of Plan assets.
** Represents the total of forty-three individual mutual funds managed by
Fidelity Investments for the year ended December 31, 1997, none of which exceed
5% or more of Plan assets.
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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 1998
GM $1-2/3 par value Common
Stock Fund - - 201,685 131.590
GM Class H Common Stock Fund - - 40,055 98.640
EDS Common Stock Fund - - 37,811 86.930
Raytheon Class A Common
Stock Fund - - 25,284 94.580
Income Fund - - 1,205,380 12.752
Equity Index Fund - - 825,227 23.930
Balanced Fund - - 82,045 16.620
June 30, March 31,
Number of Value of Number of Value of
Units Each Unit Units Each Unit
Fiscal Year 1998
GM $1-2/3 par value Common
Stock Fund 172,019 160.260 170,185 161.820
GM Class H Common Stock Fund 37,418 128.380 26,225 125.220
EDS Common Stock Fund 40,027 104.570 42,503 119.760
Raytheon Class A Common
Stock Fund 26,616 105.060 28,807 103.710
Income Fund 1,273,921 12.552 1,323,426 12.350
Equity Index Fund 814,436 26.570 786,634 25.730
Balanced Fund 84,744 17.860 73,639 17.750
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 19,330 181.250
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
- 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, 1998 and 1997:
1998 1997
Participant Contributions:
GM $1-2/3 par value Common Stock Fund $4,167,863 $4,659,864
GM Class H Common Stock Fund 879,664 1,122,135
EDS Common Stock Fund 1,128 -
Income Fund 1,674,105 2,189,375
Equity Index Fund 1,686,335 2,189,632
Balanced Fund 171,842 175,544
Fidelity Magellan Fund 1,424,508 975,969
Fidelity Puritan Fund 469,462 535,745
Fidelity Contrafund 1,256,028 1,388,138
Self-Directed Accounts 1,175,866 1,584,437
---------- ----------
$12,906,801 $14,820,839
========== ==========
Employer Contributions:
GM $1-2/3 par value Common Stock Fund $3,856,249 $3,868,046
========= =========
Investment Income (Loss):
GM $1-2/3 par value Common Stock Fund $5,604,130 $2,920,692
GM Class H. Common Stock Fund (328,381) (1,011,900)
EDS Common Stock Fund (528,287) (3,334)
Raytheon Class A Common Stock Fund 357,362 2,903,176
Income Fund 1,033,576 890,554
Equity Index Fund 3,611,182 3,315,237
Balanced Fund 96,132 101,035
Fidelity Magellan Fund 1,308,664 871,575
Fidelity Puritan Fund 372,716 369,875
Fidelity Contrafund 1,187,886 1,165,928
Self-Directed Accounts 1,230,078 1,521,253
--------- ---------
$13,945,058 $13,044,091
========== =========
Benefits Paid to Participants:
GM $1-2/3 par value Common Stock Fund $618,491 $562,538
GM Class H Common Stock Fund 85,807 52,506
EDS Common Stock Fund 118,521 134,217
Raytheon Class A Common Stock Fund 57,654 175
Income Fund 389,479 648,110
Equity Index Fund 404,708 427,315
Balanced Fund 42,149 4,668
Fidelity Magellan Fund 149,547 93,929
Fidelity Puritan Fund 98,502 44,416
Fidelity Contrafund 251,013 153,448
Self-Directed Accounts 40,171 32,699
--------- ---------
$2,256,042 $2,154,021
========= =========
- 13 -
SATURN PERSONAL CHOICES SAVINGS PLAN
FOR NON-REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
1998 1997
Interfund Trust Transfers:
GM $1-2/3 par value Common Stock Fund $(8,025,737) $(5,519,926)
GM Class H Common Stock Fund 1,418,159 (1,354,026)
EDS Common Stock Fund (1,065,350) (1,176,897)
Raytheon Common Stock Fund (741,349) (16,804)
Income Fund 3,141,260 1,753,422
Equity Index Fund 1,917,812 2,551,243
Balanced Fund 363,218 134,906
Fidelity Magellan Fund 835,813 963,984
Fidelity Puritan Fund (131,669) 711,037
Fidelity Contrafund 248,018 138,516
Self-Directed Accounts 2,039,825 1,814,545
--------- ---------
$ - $ -
========= =========
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 (prior
to the merger of this plan, as discussed in Note A).
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, 1998 and 1997:
1998 1997
Value of interest in Master Trust $ - $54,109,031
------------ ----------
Percentage of total Master Trust -% 0.64%
------------ ----------
Value of interest in the net investment
income from Master Trust accounts $ 8,812,138 $ 8,224,906
------------- ----------
Percentage of total Master Trust net
investment gain 0.46% 0.45%
------------- ----------
- 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, 1998 and 1997 are summarized in thousands as follows:
1998 1997
ASSETS
Investments, at fair value:
Common Stock:
General Motors $1-2/3 par value $4,403,246 $4,219,576
General Motors Class H, $0.10 par value 500,474 225,418
EDS Common Stock Fund 356,304 460,532
Raytheon Class A Common Stock Fund 267,580 360,087
Other 20,835 15,110
U.S. Government Securities 1,696 2,913
Common and Collective Trusts 3,901,275 3,167,494
Cash 27,252 51,835
--------- ---------
Total investments $9,478,662 8,502,965
Receivables:
Due from broker for investments sold 21,444 2,664
Accrued investment income 4,979 4,791
--------- ---------
Total receivables 26,423 7,455
--------- ---------
Total assets 9,505,085 8,510,420
--------- ---------
LIABILITIES:
Due to broker for securities purchased (1,627) (8,553)
--------- ---------
Net assets available for benefits $9,503,458 $8,501,867
========= =========
The net investment income of all participating plans in the Master Trust for the
years ended December 31, 1998 and 1997 is summarized in thousands as follows:
Interest $ 3,993 $ 4,273
Dividends 132,901 148,332
Stock dividend - 314,280
Net appreciation in fair value of investments:
Common stocks 923,472 658,340
U.S. Government securities 603 303
Common and collective trusts 843,052 703,360
Registered investment company 8,200 8,321
-------- ---------
Total net appreciation in fair value
of investments 1,775,327 1,370,324
--------- ---------
Total investment income $1,912,221 $1,837,209
========= =========
- 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 in the Complete Text of the Plan and 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
Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
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 $20,257,722 $ - $ - $ - $20,257,722 $20,257,722 $ -
and Trust Fund 21,311,052 - - 21,311,052 21,311,052 -
Fidelity Magellan - 11,024,105 - - 10,891,683 11,024,105 132,422
Fidelity Contrafund - 12,095,944 - - 11,936,253 12,095,944 159,691
--------- ----------- ----- ------ ----------- ----------- --------
$20,257,722 $44,431,101 $ - $ - $64,396,710 $64,688,823 $292,113
========== ========== ===== ====== =========== ========== =======
</TABLE>
There are no single reportable transactions that reach the 5% of beginning net
assets criteria.
- 17 -
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 25,
1999, appearing in this Annual Report on Form 11-K of the Saturn Personal
Choices Savings Plan for Non-Represented Members for the year ended December 31,
1998.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 29, 1999
- 18 -
