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 2-14960
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
----------------------------------------------
(Full title of the plan)
General Motors Corporation
100 Renaissance Center, Detroit, Michigan 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.
---------------------------------------------------------- --------
General Motors Savings-Stock Purchase
Program for Salaried Employees in the United States:
Independent Auditors' Report. . . . . . . . . . . . . . . 3
Statements of Net Assets Available for Benefits, as of
December 31, 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. . . . . . . . . . . 16
Line 27d-Schedule of Reportable Transactions for the
Year Ended December 31, 1998. . . . . . . . . . . . . 18
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 . . . . . . . . . 19
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
President's Council of General Motors Corporation has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
General Motors Savings-Stock
Purchase Program for Salaried
Employees in the United States
-----------------------------
(Name of plan)
Date June 25, 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
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General Motors Savings-Stock Purchase Program
for Salaried Employees in the United States:
We have audited the accompanying statements of net assets available for benefits
of the General Motors Savings-Stock Purchase Program for Salaried Employees in
the United States (the "Program") as of December 31, 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 Program's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Program as of December
31, 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) reportable
transactions 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 Program's management. Such schedules have been subjected to the auditing
procedures applied in our 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
Detroit, Michigan
June 4, 1999
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<PAGE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
1998 1997
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(Dollars in Thousands)
ASSETS:
Investments, at fair value (Note A):
Value of interest in General Motors
Savings Plans Master Trust (Note C) $6,933,737 $6,296,807
Mutual funds 4,665,470 3,564,699
Common and collective trust - Fixed Income Fund 356,008 102,534
Participant loans 433,705 469,641
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12,388,920 10,433,681
Investments, at contract value (Note A) -
Investment contracts 3,491,790 3,100,425
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Total investments 15,880,710 13,534,106
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Accrued investment income 18,044 16,273
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Total assets 15,898,754 13,550,379
LIABILITIES:
Due to brokers for securities purchased 104
---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $15,898,754 $13,550,275
========== ==========
Reference should be made to the Notes to Financial Statements.
- 4 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997
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(Dollars in Thousands)
ADDITIONS:
Investment income:
Net appreciation in fair
value of mutual fund investments $471,078 $275,006
Dividends 293,059 269,017
Interest 237,835 218,016
Net investment earnings from the General
Motors Savings Plans Master Trust (Note C) 1,368,043 1,102,145
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Total investment income 2,370,015 1,864,184
Contributions:
Employer 173,854 143,367
Participants 480,564 429,378
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Total contributions 654,418 572,745
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Total additions 3,024,433 2,436,929
DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS (675,954) (575,680)
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NET INCREASE 2,348,479 1,861,249
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 13,550,275 11,689,026
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End of year $15,898,754 $13,550,275
========== ==========
Reference should be made to the Notes to Financial Statements.
- 5 -
<PAGE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
A. THE PROGRAM
GENERAL - General Motors Corporation (the "Corporation" or "GM") has
established the General Motors Savings-Stock Purchase Program for Salaried
Employees in the United States (the "Program"), a defined contribution plan.
Eligibility is restricted to regular employees of the Corporation compensated
fully or partly by salary and/or commission who are not represented by a labor
organization (unless they are eligible through understandings reached between
the Corporation and their collective bargaining representatives). Employees
classified as part-time employees, regular employees, temporary assignment,
flexible service employees, temporary employees and cooperative student
employees are eligible to participate in the Program upon the completion of
six months of employment. The Investment Funds Committee of the Corporation's
Board of Directors acts as the Program fiduciary and, along with various
officers, employees and committees, with authority delegated from the Program
fiduciary, controls and manages the operation and administration of the
Program subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended (ERISA). The following brief description of the
Program is provided for general information purposes only. Participants
should refer to the Program document and prospectus for a complete
description of the Program's provisions.
In November 1998, the net assets of the Saturn Personal Choices Savings Plan
for Non-Represented Members (the "Saturn Personal Choices Plan") were merged
into the Program in order to allow for a common savings plan administrative
process for both Saturn and GM participants. Net assets of approximately
$124,956,000 were transferred into the Program on November 30 from the Saturn
Personal Choices Plan.
CONTRIBUTIONS - An eligible participant employed by the Corporation (an
"Employee") may elect to contribute to the Program as follows:
o on an after-tax basis (regular savings), up to 20% of Employee's eligible
salary as defined in the Program.
o on a tax-deferred basis (deferred savings), an amount of eligible salary
which is the lesser of (1) $10,000 and $9,500 for 1998 and 1997,
respectively or (2) 20% and 15% for 1998 and 1997, respectively, of the
Employee's eligible salary for a calendar year.
o in lieu of receiving a distribution from The General Motors Profit Sharing
Plan for Salaried Employees in the United States (the "Profit Sharing
Plan"), an Employee may elect to have the Corporation contribute, as
deferred savings to the extent permissible under tax law, 100% of any such
amount, which vests immediately.
o in lieu of receiving a flexible compensation payment from the Corporation,
an Employee may elect to have the Corporation contribute 100% of the
flexible compensation payment as deferred savings until the tax deferral
legal limit is reached and then any remaining portion of such payment will
be contributed as regular savings to the extent permissible under tax law.
In addition, an Employee also may elect to combine the first two contribution
methods disclosed above, provided that the sum of these contributions does
not total more than 20% of eligible salary for any calendar year. The sum of
all four of the above-described methods of contribution may only exceed 20%
of eligible salary by an amount equal to the payout under the Profit Sharing
Plan and/or the flexible compensation payment. As defined in the Program
document, the Corporation's total matching contribution is limited to 70% of
basic savings. Basic savings as defined by the Program is Employee savings up
to 6% of an Employee's eligible salary. The Corporation's matching
contribution is invested entirely in the GM $1-2/3 par value Common Stock
Fund and such contributions must remain invested in this fund during the
period January through December 31, of the calendar year in which the
contributions were made. This period is referred to as the "required
retention period".
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
An Employee hired on or after January 1, 1993 will automatically have a
Corporation contribution amount equal to 1% of the Employee's eligible salary
credited monthly to such Employee's account upon attainment of eligibility.
This contribution is provided because such Employee will receive different
post-retirement benefit treatment from the Corporation than Employees hired
prior to January 1, 1993. Such contribution will be credited to the
Employee's account whether or not the Employee elects to participate in the
Program.
VESTING - Assets derived from Employee contributions and related Corporation
contributions and earnings thereon vest immediately on allocation to the
employee's account except for employees with less than five years of credited
service for whom Corporation contributions and related earnings vest on
January 1 following the calendar year in which such contributions or earnings
are credited. Forfeitures are used to offset future employer contributions.
FUND EXCHANGES - Participants may exchange funds between investment options
on any business day. This provision does not apply to Employee contributions
and Corporation contributions required to be invested in Corporation common
stock funds during the required retention period. Employee contributions
required to be invested in the Corporation's Common Stock Funds may be
exchanged only between the Corporation's Common Stock Funds during the
required retention period. Corporation contributions may not be exchanged
until completion of the required retention period.
PARTICIPANT WITHDRAWALS - A participant may withdraw funds in their account
at any time after attaining age 59-1/2. Prior to age 59-1/2, employee
deferred savings may only be withdrawn because of termination of employment,
death, total and permanent disability, or financial hardship. Prior to
receiving a withdrawal for financial hardship, a participant previously must
have taken all available asset distributions, withdrawals, and loans under
all applicable plans maintained by the Corporation. The amount that may be
withdrawn for a financial hardship is limited as defined in the Program. The
funds that represent a financial hardship withdrawal must conform to
conditions required by the Internal Revenue Service (the "IRS"). A
participant who receives a hardship distribution shall have his or her
contributions to the Program suspended for a period of 12 months following
the distribution as required by law.
INVESTMENT OPTIONS - The Corporation's contributions are invested in the GM
$1-2/3 par value common stock fund. One-half of an Employee's Basic Savings
is required to be invested, in 10% increments, in either one or both of the
Corporation's Common Stock Funds: (1) GM $1-2/3 par value Common Stock Fund;
or (2) GM Class H, $0.10 Par Value Common Stock Fund. The remainder of an
Employee's contributions will be invested at the Employee's direction, in 10%
increments, in any of the following investment options:
o General Motors $1-2/3 par value Common Stock Fund,
o General Motors Class H, $0.10 Par Value Common Stock Fund
o Balanced Fund
o Equity Index Fund
o Income Fund
o Mutual Funds
Certain costs of Program administration are paid by the Corporation.
DESCRIPTION OF INVESTMENT OPTIONS:
General Motors Common Stock Funds: $1-2/3 Par Value, Class H, $0.10 Par Value
- Under these investment options, contributions are invested by the Trustee
primarily in the respective General Motors common stock. Each unit represents
a proportionate interest in all of the assets of the respective GM Common
Stock Funds. The number of units credited to each participant's account
within an applicable plan will be determined by the amount of the
participant's contributions and the purchase price of a unit in the
respective GM Common Stock Fund. The value of each participant's account is
determined each business day by the number of units to the participant's
credit, multiplied by the current unit value. The return on a
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
participant's investment is based on the value of units, which, in turn, is
determined by the market price of the GM Common Stock, the amount of any
dividends paid thereon, and by interest earned on short-term investments held
by each fund.
Each participant directs the Trustee how to vote common stock shares
allocated to his or her account. The Trustee will exercise voting rights with
respect to those shares for which direction has not been received by the
required deadline.
Balanced Fund - Under this investment option, contributions are invested in
equity and fixed income investments selected from opportunities available in
global capital markets, including large and small capitalization common
stocks, investment and non-investment grade bonds, convertible securities,
real estate, emerging market investments, and venture capital, and may be
issued by U.S. and non-U.S. issuers.
From time to time, investment managers may use derivative financial
instruments including forward exchange contracts and futures contracts.
Derivative instruments are used primarily to mitigate exposure to foreign
exchange rate and interest rate fluctuations as well as manage the investment
mix in the portfolio. The Program's interest in funds which utilize such
financial instruments is not considered significant to the Program's
financial statements.
Assets invested in the Balanced Fund are expressed in terms of units. The
number of units credited to a participant's account will be determined by the
amount of the participant's contributions and the unit purchase price. The
value of each participant's account is determined each business day by the
number of units to the participant's credit, multiplied by the current unit
value.
Equity Index Fund - Under this investment option, contributions are invested
in a portfolio of common stocks managed by an investment manager. The
investment manager maintains a portfolio which is designed to match the
performance of the Standard & Poor's 500 Index. This Index is a broad-based
index of large companies which operate in a wide variety of industries and
market sectors and which represent over two-thirds of the market
capitalization of all publicly traded common stocks in the United States.
Assets invested in the Equity Index Fund are expressed in terms of units. The
number of units credited to a participant's account will be determined by the
amount of deferred savings and the current value of each unit in the Equity
Index Fund. The value of each participant's account is determined each
business day by the number of units to the participant's credit, multiplied
by the current unit value.
Mutual Funds - This investment option is comprised of many different mutual
funds managed by Fidelity Investments. Each mutual fund has a different
objective and investment strategy. To pursue their objectives, the mutual
fund managers invest in a wide variety of investments. Complete information
about each mutual fund's objectives and investments is contained in that
fund's prospectus.
Income Fund - Funds are invested in investment contracts issued by insurance
companies. The issuing companies have agreed to provide this fund with a net
fixed or floating contract interest rate that is to be earned over a
specified period and payment of principal and interest upon participant
initiated withdrawals and/or transfers of assets. The Income Fund also
invests in a short-term fixed income fund (the "Fixed Income Fund") made up
of U.S. Government debt obligations and cash.
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
The annual rates of return, maturity dates, issuing company, and investment
contract balances at December 31, 1998 and 1997, respectively, were as
follows:
Contract Contract
Value as Value as
Annual Rate Maturity of of
of Return Date Issuing Company 12/31/98 12/31/97
- ----------- ---------- ----------------- -------------- --------------
(Dollars in Thousands)
Variable N/A Metropolitan Life* $622,738 $609,835
Variable N/A Metropolitan Life* 379,722 271,945
6.40% 3/31/00 Metropolitan Life 84,132 83,179
5.60% 12/12/00 Metropolitan Life 599,716 322,768
Variable 12/31/00 John Hancock 254,924 253,112
6.33% 6/30/00 John Hancock 265,074
6.33% 1/02/03 John Hancock 104,219
6.14% 1/01/01 John Hancock 4,139
Variable 12/31/00 John Hancock 3,806
Variable N/A John Hancock* 232,235 229,325
6.86% 2/4/02 New York Life 268,097 263,890
6.55% 3/14/01 New York Life 226,002 222,990
6.56% 3/31/00 New York Life 84,586 83,388
6.86% 2/4/02 New York Life 2,013
6.51% 6/30/00 New York Life 1,057
Variable N/A Mass Mutual* 359,330 355,410
6.25% 8/15/98 Metropolitan Life 101,911
6.59% 12/31/01 John Hancock 102,842
Variable N/A John Hancock* 194,464
8.28% 1/02/98 Aetna Life & Casualty 5,366
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Total $ 3,491,790 $ 3,100,425
========== =========
* Individual separate account.
The average yield on investment contacts in the Income Fund for the years
ended December 31, 1998 and 1997 was 6.3% and 6.6%, respectively.
The fair value of investment contracts in the Income Fund exceeded contract
value by approximately $118 million as of December 31, 1998. The contract
value of investment contracts in the Income Fund approximated fair value as
of December 31, 1997.
Other Investments:
EDS Common Stock Fund - Effective June 7, 1996, the net assets of Electronic
Data Systems ("EDS") were split-off from the net assets of the Corporation.
As a result, the Class E Common Stock Fund was changed to the EDS Common
Stock Fund. Also, effective June 7, 1996, no new contributions, loan
repayments or exchanges may be made into the EDS Common Stock Fund.
Dividends, if any, paid on EDS Common Stock held by the Plan will be invested
in an Income Fund investment option. This fund will be eliminated in five
years from the effective date of the split-off.
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 GM $1-2/3 par value and Class H common
stocks. Program 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. Program 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 Program. 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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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
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 Program
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
Raytheon Class A Common Stock, the amount of any dividends paid thereon, and
by the interest earned on short-term investments held by the fund.
PARTICIPANT LOANS - Participants may borrow once per year from both their
tax-deferred and after-tax savings assets (excluding Corporation
contributions, and earnings thereon subject to the required retention
period). The amount and terms of the loans are limited under the Program. The
loan interest rate will be established once each quarter at a rate equal to
the prevailing prime lending rate as of the previous quarter and will apply
to all new loans issued. Repayment of loans is generally made through
after-tax payroll deductions and are invested in the same discretionary
investment options that the Participant selected for their savings
contributions. Interest paid on the loans is credited back to the borrowing
employee's account in the Program. Partial and total prepayment of loans is
permitted at any time, without penalty. Loans not repaid within the loan term
are deemed to be distributions from participants' accounts.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed in the preparation of the
accompanying financial statements are as follows:
o The financial statements of the Program are prepared under the accrual
method of accounting.
o Investments are stated at fair value, except for investment contracts,
which are stated at contract value. Fair values are calculated by
reference to published market quotations, where available; where not
available for certain common & collective trusts, various bases,
including cost, are used in determining estimates of fair values.
Contract value represents contributions made under the investment
contracts, plus interest, less withdrawals and administrative expenses
charged by the issuer of the contract.
o Security transactions are recorded on the trade date.
o Investment income is recognized as earned based on the terms of the
investments and the periods during which the investments are owned by the
Program.
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.
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
C. THE MASTER TRUST
The Corporation established the General Motors Savings Plans Master Trust
(the "Master Trust") pursuant to a trust agreement among the Corporation,
Saturn Corporation and State Street Bank and Trust, as trustee of the funds,
in order to permit the commingling of trust assets of several employee
benefit plans for investment and administrative purposes. The assets of the
Master Trust are held by State Street Bank and Trust.
Employee benefit plans participating in the Master Trust as of December 31,
1998 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 commingled master trust investment funds:
the GM $1-2/3 Common Stock Fund, the GM Class H, $0.10 Par Value Common Stock
Fund, the EDS Common Stock Fund, the Equity Index Fund, the Balanced Fund,
and the Raytheon Class A Common Stock 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 six
master trust investment funds.
The net investment income of each of the Master Trust investment funds is
allocated by the trustee to each participating plan based on that plan's
interest in each Master Trust investment fund, as compared with the total
interest of all the participating plans, in each Master Trust investment fund
at the beginning of the month.
As of December 31, 1998 and 1997, the Program had approximately a 73% and 74%
interest in the Master Trust, respectively.
The net assets available for benefits of all participating plans in the
Master Trust at December 31, 1998 and 1997 are summarized as follows (dollars
in thousands):
ASSETS: 1998 1997
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
Electronic Data Systems 356,304 460,532
Raytheon Class A 267,580 360,087
Other 20,835 15,110
U.S. Government Securities 1,696 2,913
Common and collective trust 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
========= =========
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
The net investment earnings of all participating plans in the Master Trust
for the years ended December 31, 1998 and 1997 are summarized as follows
(dollars in thousands):
1998 1997
--------- ---------
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 trust 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 earnings $1,912,221 $1,837,209
========= =========
D. FUND INFORMATION
Contributions, investment income and distributions to participants by fund
are as follows for the years ended December 31, 1998 and 1997. Mutual fund
investment options which individually comprise less than 5% of the Program's
total net assets available for benefits have been combined.
1998 1997
------------ -----------
(Dollars in Thousands)
Participant Contributions:
Master Trust $249,643 $224,316
Income Fund 71,525 87,948
Mutual funds 159,396 117,114
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Total $480,564 $429,378
======= =======
Employer Contributions:
Master Trust $173,854 $143,367
======= =======
Investment income:
Interest and dividends:
Master Trust $121,144 $129,238
Income Fund 228,084 209,250
Mutual funds 302,810 277,783
--------- ---------
Total $652,038 $616,271
--------- ---------
Net appreciation in fair
value of investments
Master Trust $1,246,899 $972,907
Mutual funds 471,078 275,006
--------- ---------
Total $1,717,977 $1,247,913
--------- ---------
Total investment income $2,370,015 $1,864,184
========= =========
Distributions to participants:
Master Trust ($176,486) ($260,757)
Income Fund (262,127) (210,790)
Mutual funds (208,102) (92,927)
Participant loans (29,239) (11,206)
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Total ($675,954) ($575,680)
======= =========
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
E. TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Corporation has the
right to terminate the Program subject to the provisions of ERISA. Such
termination of the Program, if any, would not affect a participant's interest
in assets already in the Program.
F. FEDERAL INCOME TAXES
In January 1998, the Program was determined by the IRS to be a tax-qualified
employee benefit plan, meeting the requirements of Sections 401(a), 401(k),
and 4975(e)(7)of the Internal Revenue Code of 1986, as amended (the "Code"),
and the Trust established thereunder was determined to be exempt from United
States Federal income taxes under Section 501(a) of the Code. The Program's
fiduciary and tax counsel believe that the Program is designed and currently
being operated in compliance with the applicable requirements of the Code,
and therefore no provision for income taxes has been included in the
Program's financial statements.
G. SUBSEQUENT EVENTS
Effective January 1, 1999, GM established the Delphi Savings-Stock Purchase
Program (the "Delphi Program") in connection with the spin-off of Delphi
Automotive Systems, which was approved by the Board of Directors of GM on
April 12, 1999. For Delphi employees that had investments in the Program, the
assets representing their holdings in the Program were transferred into the
Delphi Program. The transfer included any outstanding loan balances that
Delphi employees had in the Program. All assets transferred to the Delphi
Program were reinvested in the corresponding investment options in the Delphi
Program. The Delphi Program has been set up to model the GM Savings-Stock
Purchase Program and has identical investment fund options.
Effective January 11, 1999, the Program was expanded to include a new family
of investment funds known as the "Promark Funds". Fifteen Promark Funds were
added to the Program, and the names of the Equity Index Fund, the Income
Fund, and the Balanced Fund have been changed to the Promark Balanced Large
Cap Index Fund, the Promark Income Fund, and the Promark Balanced Fund,
respectively. The fifteen funds that were added are as follows:
Promark Target Portfolio: Income
Promark Target Portfolio: Conservative Growth
Promark Target Portfolio: Moderate Growth
Promark Target Portfolio: Dynamic Growth
Promark Large Cap Blend Fund
Promark Large Cap Value Fund
Promark Large Cap Growth Fund
Promark Mid-Cap Growth Fund
Promark Small-Cap Value Fund
Promark Small-Cap Growth Fund
Promark High Quality Bond Fund
Promark High Yield Bond Fund
Promark International Equity Fund
Promark Emerging Markets Equity Fund
Promark Real Estate Securities Fund
General Motors Investment Management Corporation(GMIMCo), a wholly-owned
subsidiary of GM, will be the fund manager for all of the Promark Funds.
Participants should refer to the prospectus for a complete description of the
Promark Funds.
- 13 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
H. PARTICIPANT UNIT DATA
FOR THE YEAR ENDED DECEMBER 31, 1998
<CAPTION>
GENERAL MOTORS SAVINGS PLAN MASTER TRUST
-----------------------------------------------------------------------------------
GM GM Raytheon
$1-2/3 Par Class H EDS Class A
Common Stock Common Stock Common Stock Balanced Equity Index Common Stock
Fund Fund Fund Fund Fund Fund
----------- ----------- ---------- --------- ------------ -------------
(Units in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Quarter ended March 31
Plan number of units outstanding 20,031 2,258 3,335 5,105 87,811 3,037
Net asset value per unit $161.82 $125.22 $119.76 $17.75 $25.73 $103.71
Quarter ended June 30
Plan number of units outstanding 18,954 3,158 3,159 5,079 87,770 2,682
Net asset value per unit $160.26 $104.57 $128.38 $17.86 $26.57 $105.06
Quarter ended September 30
Plan number of units outstanding 21,522 3,669 2,953 4,725 85,057 2,535
Net asset value per unit $131.59 $98.64 $86.93 $16.62 $23.93 $94.58
Quarter ended December 31
Plan number of units outstanding 20,029 4,219 2,675 4,558 82,100 2,403
Net asset value per unit $172.04 $104.86 $131.15 $18.44 $29.04 $94.35
</TABLE>
- 14 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
H. PARTICIPANT UNIT DATA - Concluded
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
GENERAL MOTORS SAVINGS PLAN MASTER TRUST
------------------------------------------------------------------------------------
GM GM Raytheon
$1-2/3 Par Class H EDS Class A
Common Stock Common Stock Common Stock Balanced Equity Index Common Stock
Fund Fund Fund Fund Fund Fund
----------- ----------- ---------- --------- ------------ -------------
(Units in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Quarter ended March 31
Plan number of units outstanding 24,721 2,306 5,126 4,506 77,909
Net asset value per unit $133.39 $150.84 $105.41 $14.30 $17.38
Quarter ended June 30
Plan number of units outstanding 24,278 2,136 4,775 4,516 78,849
Net asset value per unit $134.08 $159.56 $107.05 $15.62 $20.42
Quarter ended September 30
Plan number of units outstanding 21,587 1,879 4,261 4,945 86,251
Net asset value per unit $160.89 $181.52 $92.78 $16.49 $21.95
Quarter ended December 31
Plan number of units outstanding 22,615 2,078 3,936 4,777 86,108 3,442
Net asset value per unit $145.83 $103.75 $114.66 $16.37 $22.58 $89.89
</TABLE>
* * * * * *
- 15 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<CAPTION>
Current
Description of Investments Cost Value
-------------------------- -------------- --------------
(Dollars in Thousands)
<S> <C> <C>
Value of Interest in General Motors
Savings Plans Master Trust* $4,412,865 $6,933,737
Fixed Income Fund 356,008 356,008
Loan Fund* - 433,705
Fidelity Mutual Funds*:
----------------------------
Fidelity 175,296 196,072
Puritan 70,678 72,842
Trend 6,531 6,325
Magellan 247,080 289,482
Contra Fund 324,356 370,305
Equity Income 143,828 147,354
Growth Company 78,808 88,798
Investment Grade 37,214 37,366
Growth & Income 448,034 509,761
Capital & Income 23,384 21,378
Value 105,126 91,283
Government Securities 291,748 293,295
Retirement Growth 62,409 64,001
OTC Portfolio 171,500 202,840
Overseas 45,159 45,558
Europe 214,752 208,547
Pacific Basin 15,468 16,669
Real Estate 30,043 24,305
Balanced Fund 26,540 27,464
International Growth & Income 11,408 11,409
Capital Appreciation 32,176 35,073
Convertible Securities 10,497 10,013
Canada 2,050 1,769
Utilities 31,145 34,639
Blue Chip 352,962 417,912
Asset Manager 25,196 23,734
Disciplined Equity 50,843 54,520
Low Priced Stock 173,149 159,631
Worldwide 60,178 55,540
Equity Income II 217,812 232,912
Stock Selector 43,442 44,344
Asset Manager - Growth 31,130 30,761
Emerging Markets 10,976 9,254
Emerging Growth Fund 27,322 31,151
Diversified International 73,881 74,019
Asset Manager - Income 18,508 18,364
Dividend Growth 470,242 514,256
New Markets Income Fund 11,589 8,646
Fidelity Exp & Multinational Fund 21,564 24,418
Fidelity Global Balanced 1,587 1,734
Fidelity Small Cap Stock 54,612 50,517
Fidelity Mid-Cap Stock 38,466 39,738
Freedom Income Fund 7,599 7,795
Freedom 2000 Fund 12,263 12,739
Freedom 2010 Fund 16,748 17,707
Freedom 2020 Fund 8,429 8,989
Freedom 2030 Fund 5,171 5,526
Global Bond 3,975 4,025
Fidelity Fifty 10,250 10,690
---------- ----------
Total Mutual Funds $4,353,124 $4,665,470
---------- ----------
</TABLE>
- 16 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Line 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
Concluded
<CAPTION>
Current
Description of Investment Cost Value
- --------------------------------------------------------------- -------------- -------------
(Dollars in Thousands)
Investment Contracts: Maturity
Issuing Company Date Contract Rate
------------------ ---------- ----------- -------
<S> <C> <C> <C> <C> <C>
Metropolitan Life N/A GA13415 Variable $622,738 $622,738
Metropolitan Life N/A GA13414 Variable 379,722 379,722
Metropolitan Life 3/31/00 GAC24537 6.40% 84,132 84,132
Metropolitan Life 12/12/00 GAC24598 5.60% 599,716 599,716
New York Life 3/14/01 GA06362003 6.55% 226,002 226,002
New York Life 3/31/00 GA06362004 6.56% 84,586 84,586
New York Life 2/04/02 GA06362005 6.86% 268,097 268,097
New York Life 2/04/02 30672 6.86% 2,013 2,013
New York Life 6/30/00 GA06493002 6.51% 1,057 1,057
John Hancock 12/31/00 GAC8599 Variable 254,924 254,924
John Hancock N/A GA7271SA76 Variable 232,235 232,235
John Hancock 6/30/00 GAC7885 6.33% 265,074 265,074
John Hancock 1/02/03 GIC9612 6.33% 104,219 104,219
John Hancock 1/01/01 GAC7880 6.14% 4,139 4,139
John Hancock 12/31/00 GIC8314 Variable 3,806 3,806
Mass Mutual N/A GIC10753 Variable 359,330 359,300
---------- ----------
Total Investment Contracts 3,491,790 3,491,790
---------- ----------
Total Investments $12,613,787 $15,880,710
========== ==========
</TABLE>
*Party-in-Interest
- 17 -
<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Line 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
(Dollars in Thousands)
<CAPTION>
Purchases Sales
-------------- ---------------------------------------
Identity of Purchase Sales Original Net Gain
Party/Broker Description of Asset Price Price Cost (Loss)
- ------------ -------------------- -------------- -------- ------------ ------------
SERIES REPORTABLE TRANSACTIONS
------------------------------
<S> <C> <C> <C> <C> <C> <C>
State Street Bank Fixed Income Fund
and Trust (157 purchases, 131 sales) $2,186,492 $1,933,017 $1,933,017 -
</TABLE>
- 18 -
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-73141 of General Motors Corporation on Form S-8 of our report dated June 4,
1999 appearing in this Annual Report on Form 11-K of the General Motors
Savings-Stock Purchase Program for Salaried Employees in the United States for
the year ended December 31, 1998.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Detroit, Michigan
June 25, 1999
- 19 -
