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 33-19551
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SATURN INDIVIDUAL SAVINGS PLAN
FOR 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 Individual Savings Plan for 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 27a-Schedule of Assets Held for Investment Purposes,
as of December 31, 1998. . . . . . . . . . . . . . . . . 17
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1998. . . . . . . . . . . . . . . 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 Individual Savings Plan
for Represented Members
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(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)
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<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
Saturn Individual Savings Plan
for Represented Members:
We have audited the accompanying statements of net assets available for benefits
of the Saturn Individual Savings Plan for 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.
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, 1998, and (2) transactions in
excess of five percent of the current value of plan assets for the year ended
December 31, 1998, 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 1998 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 23, 1999
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<PAGE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
1998 1997
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ASSETS:
Investments, at fair value:
Value of Interest in General Motors Savings
Plans Master Trust $87,724,172 $68,367,643
Mutual Funds 83,796,511 58,596,085
Fixed Income Fund 4,427,712 981,462
Loans to participants 13,779,219 11,881,273
Investments, at contract value:
Investment contracts stated at cost
plus accumulated interest 42,008,925 36,206,385
----------- -----------
Total assets 231,736,539 176,032,848
LIABILITIES:
Accounts payable - 32,389
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $231,736,539 $176,000,459
=========== ===========
Reference should be made to the Notes to Financial Statements.
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<PAGE>
SATURN INDIVIDUAL SAVINGS PLAN
FOR 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 2,723,729 $2,890,706
Dividends 5,166,703 3,611,523
Interest 12,095,079 5,320,575
Net investment income from the General
Motors Savings Plans Master Trust 18,798,618 14,903,434
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Total investment income 38,784,129 26,726,238
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Interest on loans 1,076,522 826,605
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Participants contributions:
After tax 4,607,395 5,948,955
Tax-deferred 17,645,374 19,320,150
Rollover 1,072,918 1,210,933
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Total contributions 23,325,687 26,480,038
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Total additions 63,186,338 54,032,881
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DEDUCTIONS:
Benefits paid to participants 7,448,722 7,935,398
Forfeitures 1,536 -
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Total deductions 7,450,258 7,935,398
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NET INCREASE 55,736,080 46,097,483
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 176,000,459 129,902,976
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End of year $231,736,539 $176,000,459
=========== ===========
Reference should be made to the Notes to Financial Statements.
- 5 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR 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
Individual Savings Plan for 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
represented members with tax-deferred and after-tax voluntary savings
opportunities. 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 represented by the United
Auto Workers ("UAW") or other labor organizations which have adopted the
Plan. 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 25% of Eligible Earnings (20% for the
period ending December 31, 1997) 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 25% of Eligible Earnings (20% for the
period ending December 31, 1997), or $10,000 for the year ended 1998
($9,500 for the period ending 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 Personal Savings Plan Trust.
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").
Description of Investment Options:
General Motors Corporation Common Stock Funds: $1-2/3 Par Value; Class H,
$0.10 Par Value - Under this option, participants' contributions are
invested in General Motors 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.
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Assets invested in the 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 Common Stock Fund. The number of units credited
to a participant's account will be determined by the amount of the
participant's contributions and the purchase price of a unit.
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.
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 (see Note F) 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.
- 7 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
From time to time, investment managers may use derivative financial
instruments including forward exchange contracts and futures contracts.
Derivative instruments are used primarily to mitigate exposure to foreign
exchange rate and interest rate fluctuations as well as manage the
investment mix in the portfolio. The Plan's interest in funds, which
utilized such financial instruments, is not considered significant to the
Plan's financial statements.
The above five 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:
Interest Interest
Rate Rate
as of as of Fund Investment Contracts
12/31/98 12/31/97 Manager 1998 1997
-------- ----------------------------- ---------- ----------
6.23% Principal Mutual Life $ 0 $2,829,398
7.38% Provident National 0 1,545,330
6.72% 6.86% New York Life 5,101,449 4,776,638
5.88% 6.26% John Hancock Mutual Life 10,088,487 5,629,486
6.00% 6.40% John Hancock Mutual Life 8,122,654 7,695,835
6.00% 7.00% Metropolitan Life 18,696,335 13,729,698
---------- ----------
$42,008,925 $36,206,385
========== ==========
The contract value of the investment contracts approximates their fair value
at December 31, 1998 and 1997. The average yield on investment contracts for
the years ended December 31, 1998 and 1997 was 6.37% and 6.69%,
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 $4,427,712 and
$981,462, respectively.
Mutual Funds - This option is comprised of three core option mutual funds
and fourty-four self directed account mutual funds managed by Fidelity
Investments. (See Note C.) 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.
- 8 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Vesting
Participant contributions vest immediately. Saturn matched participant
contributions made through January 1, 1992 and earnings thereon vest fully upon
the attainment of 5 years of service, death, total and permanent disability or
retirement.
Distributions
Participants 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 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. 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, 1998 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 $13,779,219 and
$11,881,273, respectively.
Termination of the Plan
Although it has not expressed any intent to do so, Saturn has the right under
the Plan 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.
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies followed in the preparation of the accompanying
financial statements are as follows:
o Investments are stated as follows:
- General Motors Savings Plans Master Trust - at estimated market prices
of the assets in the Master Trust as determined by the investment
manager.
- Investment Contracts - at contract value, which consists of cost plus
accumulated interest.
- Common/Collective Trust - 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 common stock, $1-2/3 par value, 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.
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 be based upon amounts which differ from those
estimates.
o Certain costs of Plan administration are paid by Saturn.
- 10 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
C. INVESTMENTS
The table below details the investment managers, the investment types (and
interest rates at December 31, 1998) 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
and Trust General Motors Savings
Plans Master Trust $87,724,172* $68,367,643*
Fidelity Magellan 18,946,251* 12,282,023*
Fidelity Contrafund 32,195,883* 22,413,360*
Fidelity Mutual Funds 32,654,377** 23,900,702**
---------- ----------
Total mutual funds 83,796,511 58,596,085
---------- ----------
State Street Bank
and Trust Fixed Income Fund 4,427,712 981,462
Loans to Participants 6% to 9% 13,779,219* 11,881,273*
---------- ----------
Principal Mutual Life Investment Contract, 6.23% 0 2,829,398
Provident National Investment Contract, 7.38% 0 1,545,330
New York Life Investment Contract, 6.72% 5,101,449 4,776,638
John Hancock
Mutual Life Investment Contract, 5.88% 10,088,487 5,629,486
John Hancock
Mutual Life Investment Contract, 6.00% 8,122,654 7,695,835
Metropolitan Life Investment Contract, 6.00% 18,696,335* 13,729,698*
---------- ----------
Total Guaranteed Investment Contracts 42,008,925 36,206,385
---------- ----------
TOTAL $231,736,539 $176,032,848
=========== ===========
* Represents 5% or more of Plan assets.
** Represents the total of forty-five (forty-four as of December 31, 1997)
individual mutual funds managed by Fidelity Investments, none of which exceed 5%
or more of Plan assets.
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SATURN INDIVIDUAL SAVINGS PLAN
FOR 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 81,370 $172.040 89,780 $131.590
GM Class H Common Stock 6,340 104.860 4,194 98.640
Raytheon Class A Common Stock Fund 5,461 94.350 5,648 94.580
Equity Index Fund 2,409,678 29.040 2,404,108 23.930
Balanced Fund 139,271 18.440 131,764 16.620
Income Fund 3,573,315 12.961 3,109,739 12.760
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 76,705 $160.260 75,585 $161.820
GM Class H Common Stock 2,230 128.380 - -
Raytheon Class A Common Stock Fund 5,977 105.060 6,403 103.710
Equity Index Fund 2,434,863 26.570 2,387,660 25.730
Balanced Fund 149,005 17.860 160,524 17.750
Income Fund 3,043,804 12.559 3,124,589 12.359
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 89,020 $145.830 80,370 $160.890
Raytheon Class A Common Stock Fund 7,088 89.890 - -
Equity Index Fund 2,327,252 22.580 2,271,767 21.950
Balanced Fund 133,685 16.370 127,725 16.490
Income Fund 3,061,093 12.154 3,095,866 11.955
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 94,233 $134.080 93,701 $139.390
Equity Index Fund 2,195,703 20.420 2,144,828 17.380
Balanced Fund 121,565 15.620 112,588 14.300
Income Fund 3,123,297 11.758 3,067,958 11.569
- 12 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
E. FUND INFORMATION
Contributions, investment income, benefits paid to participants, and interfund
trust transfers by fund are as follows for the years ended December 31, 1998 and
1997:
1998 1997
Employee Contributions:
GM $1-2/3 par value Common Stock Fund $1,310,963 $1,749,313
GM Class H Common Stock 16,042 -
Equity Index Fund 5,659,740 5,955,223
Balanced Fund 428,871 454,195
Income Fund 6,505,168 7,874,553
Fidelity Mutual Funds 3,773,750 4,097,495
Fidelity Contrafund 3,533,919 4,270,360
Fidelity Magellan 2,097,234 2,078,899
---------- ----------
$23,325,687 $26,480,038
========== ==========
Investment Income:
GM $1-2/3 par value Common Stock Fund $3,350,137 $1,553,382
GM Class H Common Stock (78,629) -
Raytheon Class A Common Stock Fund 49,612 650,294
Equity Index Fund 15,201,653 12,402,775
Balanced Fund 275,844 269,868
Income Fund 3,828,866 2,382,141
Fidelity Mutual Funds 4,262,636 3,346,569
Fidelity Contrafund 7,403,993 3,899,195
Fidelity Magellan 4,490,017 2,222,014
---------- ----------
$38,784,129 $26,726,238
========== ==========
Benefits Paid to Participants:
GM $1-2/3 par value Common Stock Fund $642,136 $835,935
GM Class H Common Stock 16,305
Raytheon Class A Common Stock Fund 29,349 375
Equity Index Fund 2,058,351 2,247,507
Balanced Fund 139,127 52,813
Income Fund 2,890,074 3,188,370
Fidelity Mutual Funds 652,503 527,807
Fidelity Contrafund 621,019 631,876
Fidelity Magellan 399,858 450,715
---------- ----------
$7,448,722 $7,935,398
========== ==========
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Interfund Trust Transfers:
GM $1-2/3 par value Common Stock Fund $(2,844,268) $(1,466,531)
GM Class H Common Stock 736,457 -
Raytheon Class A Common Stock Fund (100,598) (14,627)
Equity Index Fund (720,464) 1,860,888
Balanced Fund (207,701) 65,258
Income Fund 1,727,699 (5,623,460)
Fidelity Mutual Funds 1,474,754 3,333,785
Fidelity Contrafund (666,990) 604,630
Fidelity Magellan 601,111 1,240,057
--------- ---------
$ - $ -
========= =========
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
The Master Trust is composed of six master trust investment options: the GM
$1-2/3 Value Common Stock Fund, the Raytheon Class A Common Stock Fund, GM Class
H, $.10 Par Value Common Stock Fund, the EDS Common Stock Fund, the Equity Index
Fund, and the Balanced Fund. Each of these investment options that are available
under the Plan is described in Note A. The EDS Common Stock Fund is not an
investment option that is available under the Plan. Each participating employee
benefit plan has an undivided interest in the net assets and changes therein of
the applicable 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 $87,724,172 $68,367,643
---------- -----------
Percentage of total Master Trust 0.92% 0.80%
---------- -----------
Value of interest in the net investment
income from Master Trust accounts $18,798,618 $14,903,434
---------- ----------
Percentage of total Master Trust net
investment gain 0.98% 0.81%
---------- ----------
- 14 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR 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 INDIVIDUAL SAVINGS PLAN
FOR 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 INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<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>
* State Street Bank Value of Interest in General Motors
and Trust Savings Plans Master Trust $77,291,468 $87,724,172
* State Street Bank Fixed Income Fund 4,189,707 4,427,712
and Trust
Mutual Funds:
* Fidelity Magellan 17,747,952 18,946,251
* Fidelity Puritan 9,060,370 9,209,080
* Fidelity Contrafund 31,053,773 32,195,883
* Fidelity Asset Manager 2,757,649 2,480,303
* Fidelity Capital Appreciation 133,080 141,243
* Fidelity Retirement Growth 313,397 298,565
* Fidelity Value 820,456 714,938
* Fidelity Small Cap Stock 257,283 272,696
* Fidelity Fifty 108,668 116,706
* Fidelity OTC Portfolio 499,269 550,554
* Fidelity Capital & Income 2,142 2,120
* Fidelity Stock Selector 283,868 279,736
* Fidelity Disciplined Equity 257,773 255,970
* Fidelity Growth Company 503,356 501,356
* Fidelity Dividend Growth 2,582,836 2,645,938
* Fidelity Trend 12,089 12,979
* Fidelity Blue Chip Growth 4,331,224 4,562,980
* Fidelity Fidelity Fund 940,650 981,414
* Fidelity International Growth & Income 213,078 210,657
* Fidelity Equity Income 629,385 616,417
* Fidelity Equity Income II 1,646,926 1,584,154
* Fidelity Real Estate Investment 98,812 102,896
* Fidelity Utilities 144,020 147,731
* Fidelity Worldwide 276,023 274,729
* Fidelity Canada 21,598 22,110
* Fidelity Diversified International 388,989 381,542
* Fidelity Pacific Basin 71,578 73,534
* Fidelity Growth & Income 2,866,775 2,928,642
* Fidelity Europe 712,725 685,887
* Fidelity Overseas 539,875 531,805
* Fidelity Asset Manager Growth 220,957 202,018
* Fidelity Convertible Securities 51,838 51,268
* Fidelity Balanced 13,064 13,292
* Fidelity Global Bond 21,260 21,473
* Fidelity Investment Grade 97,088 97,123
* Fidelity Government Income 111,435 111,210
* Fidelity Freedom Income 28 28
* Fidelity Freedom 2000 993 988
* Fidelity Freedom 2010 106,991 107,125
* Fidelity Freedom 2020 225,104 227,923
* Fidelity Freedom 2030 38,203 38,826
* Fidelity Aggressive Growth 177,612 183,083
</TABLE>
- 17 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
<TABLE>
Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998 - 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 Asset Manager Income $ 591 $ 592
* Fidelity Global Balance 501 517
* Fidelity Mid Cap Stock 251,039 264,983
* Fidelity Low Priced Stock 588,080 598,528
* Fidelity Export & Multinational 139,134 148,718
---------- ----------
Total Mutual Funds 81,319,537 83,796,511
---------- ----------
Loan Fund 6% to 9% 13,779,219 13,779,219
New York Life Investment Contract, 6.72% 5,101,449 5,101,449
John Hancock
Mutual Life Investment Contract, 5.88% 10,088,487 10,088,487
John Hancock
Mutual Life Investment Contract, 6.00% 8,122,654 8,122,654
* Metropolitan Life Investment Contract, 6.00% 18,696,335 18,696,335
---------- ----------
Total Guaranteed Investment
Contracts 42,008,925 42,008,925
---------- ----------
Total Assets Held for Investment $218,588,856 $231,736,539
=========== ===========
</TABLE>
* Indicates party-in-interest
- 18 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
<TABLE>
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 Column 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 $26,534,929 $ - $ - $ - $26,534,929 $26,534,929 $ -
and Trust Fund 23,081,686 - - 23,081,686 23,081,686 -
----------- ---------- ------- ------- ----------- ----------- -------
$26,534,929 $23,081,686 $ - $ - $49,616,615 $49,616,615 $ -
========== ========== ======== ======== =========== =========== =======
There are no single reportable transactions that reach the 5% of beginning net
assets criteria.
</TABLE>
- 19 -
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 333-21029 of General Motors Corporation on Form S-8 of our report dated June
23, 1999 appearing in this Annual Report on Form 11-K of the Saturn Individual
Savings Plan for Represented Members for the year ended December 31, 1998.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 29, 1999
- 20 -
