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, 1999
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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
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(Full title of the plan)
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
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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
300 Renaissance Center.
Detroit, Michigan 48265-3000
- 1 -
FINANCIAL STATEMENTS AND EXHIBIT
--------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No.
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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, 1999 and 1998. . . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1999 and
1998 . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . 6
Supplemental schedules:
Schedule of Assets Held for Investment
Purposes as of December 31, 1999. . . . . . . . . . . 13
Schedule of Reportable Transactions for the
Year Ended December 31, 1999. . . . . . . . . . . . . 15
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 . . . . . . . . . 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant 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 28, 2000 By:
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/s/John F. Smith, Jr.
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(John F. Smith, Jr., Chairman of
the Board of Directors)
- 2 -
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, 1999 and 1998, 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 auditing standards generally accepted
in the United States of America. 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, 1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
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, 1999 and (2) reportable
transactions for the year ended December 31, 1999, 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 1999 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
Detroit, Michigan
June 9, 2000
- 3 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
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(Dollars in Thousands)
ASSETS:
Investments 15,889,918 15,880,710
Accrued investment income 18,044
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Total assets 15,889,918 15,898,754
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NET ASSETS AVAILABLE FOR BENEFITS $15,889,918 $15,898,754
========== ==========
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, 1999 AND 1998
1999 1998
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(Dollars in Thousands)
ADDITIONS:
Investment income:
Net appreciation in fair
value of mutual fund investments $625,710 $471,078
Dividends 397,185 293,059
Interest 237,575 237,835
Net investment earnings from the General
Motors Savings Plans Master Trust (Note D) 1,476,137 1,368,043
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Total investment income 2,736,607 2,370,015
Contributions:
Employer 151,579 173,854
Participants 425,397 480,564
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Total contributions 576,976 654,418
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Total additions 3,313,583 3,024,433
DEDUCTIONS - DISTRIBUTIONS TO PARTICIPANTS (959,470) (675,954)
TRANSFER TO DELPHI (Note E) (2,362,949)
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NET (DECREASE) INCREASE (8,836) 2,348,479
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 15,898,754 13,550,275
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End of year $15,889,918 $15,898,754
========== ==========
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, 1999 AND 1998
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 hired prior to January 1, 1999 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, 1998 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 for 1999 and 1998, respectively or (2)
20% for 1999 and 1998, respectively, of the Employee's eligible salary for
a calendar year.
o in lieu of receiving a distribution from The General Motors Short-term
Variable Pay Plan for Salaried Employees in the United States (the
"Short-term Variable Pay 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 Short-term
Variable Pay 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".
- 6 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
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 Promark Funds
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 and 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
- 7 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
participant's investment is based on the value of units, which, in turn, is
determined by the market price of the respective 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.
Promark Funds - On January 11, 1999, the names of the Equity Index Fund, the
Income Fund, and the Balanced Fund were changed to the Promark Large Cap
Index Fund, the Promark Income Fund, and the Promark Balanced Fund,
respectively, and sixteen Promark funds were added as investment options for
participants in the Program. These funds have a variety of investment
strategies, and the funds are managed by General Motors Investment Management
Corporation (GMIMCo), a wholly-owned subsidiary of General Motors, and a
party-in-interest. GMIMCo selects and monitors investment advisors for each
fund. Participants should refer to the Prospectus for further information
about the investment strategy of each fund, and the risks associated with
each fund.
The Promark Income Fund invests 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 Promark 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.
Assets invested in the Promark funds are expressed in terms of units. The
number of units credited to a participant's account within an applicable plan
will be determined by the amount of participant's contributions and the
current value of each unit in the respective Promark 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.
- 8 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
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.
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
EDS common stock and by the interest earned on short-term investments held by
the fund.
Delphi Common Stock Fund - On May 28, 1999, GM completed the spin-off of
Delphi Automotive Systems (Delphi). In connection with that spin-off, Delphi
common stock was distributed to holders of GM $1-2/3 par value common stock.
Such distribution required the addition of the Delphi Common Stock Fund as an
investment option. Program participants holding units in the GM $1-2/3 par
value Common Stock Fund were allocated approximately .70 units in the Delphi
Common Stock Fund for each unit held in the GM $1-2/3 par value Common Stock
Fund. Such distribution was recorded as a stock dividend, in which a total of
$887 million of Delphi common stock was distributed to GM $1-2/3 par
value common stockholders.
The Delphi Common Stock Fund will remain as an investment option; however, no
further contributions or exchanges from any other investment option into the
Delphi Common Stock Fund will be permitted during that time.
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
Delphi common stock and by the interest earned on short-term investments held
by the 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 GM $1-2/3 par value and Class H common
stocks.
- 9 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
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 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 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 accounting
principles generally accepted in the United States of America using 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.
- 10 -
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
C. INVESTMENTS
The following table presents investments that represent 5% or more of the
Program's net assets:
1999 1998
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* Value of interest in General
Motors Savings Plan Master
Trust (Note D) $6,709,818 $6,933,737
Mutual Funds 5,084,513 4,665,470
Investment Contracts 3,474,029 3,491,790
* Both participant-directed and nonparticipant-directed
The average yield on investment contracts for the years ended December 31,
1999 and 1998 was 6.1% and 6.3%, respectively. The fair value of investment
contracts exceeded contract value by approximately $89 million and $118
million at December 31, 1999 and 1998, respectively.
D. 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,
1999 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
Each participating employee benefit plan has an undivided interest in the net
assets and changes therein of each of the 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, 1999 and 1998, the Program had approximately a 70% and 73%
interest in the Master Trust, respectively.
The net assets available for benefits of all participating plans in the
commingled accounts of the Master Trust at December 31, 1999 and 1998 are
summarized as follows (dollars in thousands):
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Concluded
ASSETS: 1999 1998
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Investments 9,618,760 9,478,662
Receivables:
Due from broker for investments sold 0 21,444
Accrued investment income 249 4,979
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Total receivables 249 26,423
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Total assets $9,619,009 $9,505,085
========= =========
LIABILITIES:
Due to broker for securities purchased 345 1,627
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NET ASSETS AVAILABLE FOR BENEFITS $9,618,664 $9,503,458
========= =========
The net investment earnings of all participating plans in the commingled
accounts of the Master Trust for the years ended December 31, 1999 and 1998
are summarized as follows (dollars in thousands):
1999 1998
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Interest $2,369 $3,993
Dividends 31,009 132,901
Stock dividend 886,886
Net appreciation in fair value of investments 1,700,783 1,775,327
--------- ---------
Total investment earnings $2,621,047 $1,912,221
========= =========
E. TRANSFER TO DELPHI
On April 12, 1999, the GM Board of Directors approved the complete separation
of Delphi by means of a spin-off, which was completed on May 28, 1999. Prior
to the spin-off, GM established the Delphi Savings-Stock Purchase Program
(the "Delphi Program"), modeled after the GM Program. On May 28, 1999, assets
representing Delphi participants' holdings in the Program were transferred
and reinvested under the corresponding investment options in the Delphi
Program. The total amount transferred to the Delphi Program was $2.4 billion.
As a result of the separation, the Delphi Program was separated from the GM
Program, and is now administered by Delphi as a separate plan.
F. 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.
G. FEDERAL INCOME TAXES
In April 2000, 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.
H. SUBSEQUENT EVENTS
Effective April 1, 2000, the Corporation's matching contribution was
increased from 70% to 80% of basic savings. Also effective April 1, 2000,
three new investment funds were added to the Program, the Domini Social
Equity Fund, the Neuberger Berman Socially Responsive Fund, and the Promark
Social Equity Fund.
- 12 -
<PAGE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
Current
Description of Investments Cost Value
-------------------------- ------------- ------------
(Dollars in Thousands)
Value of Interest in the Commingled Accounts of
the General Motors Savings Plans Master Trust* $5,190,406 $6,709,818
Fixed Income Fund 284,234 284,234
Loan Fund* 337,324
Fidelity Mutual Funds*:
----------------------------
Fidelity 176,448 198,216
Puritan 54,692 52,013
Trend 21,709 23,655
Magellan 309,611 333,214
Contra Fund 366,968 378,821
Equity Income 110,355 104,428
Growth Company 307,456 360,492
Investment Grade 27,005 25,716
Growth & Income 299,210 306,741
Capital & Income 33,120 31,962
Value 68,431 58,487
Government Income 193,882 182,686
Retirement Growth 69,777 81,944
OTC Portfolio 273,465 368,871
Overseas 41,894 51,888
Europe 98,465 109,446
Pacific Basin 93,099 131,760
Real Estate 12,566 11,659
Balanced Fund 28,587 26,316
International Growth & Income 19,588 23,440
Capital Appreciation 50,227 58,708
Convertible Securities 10,687 12,848
Canada 1,816 2,314
Utilities 44,561 47,323
Blue Chip 346,605 400,017
Asset Manager 21,490 22,515
Disciplined Equity 43,127 43,740
Low Priced Stock 72,009 71,665
Worldwide 38,636 45,082
Equity Income II 187,274 168,490
Stock Selector 30,802 33,583
Asset Manager - Growth 23,649 24,476
Emerging Markets 64,997 78,125
Aggressive Growth Fund 298,271 389,521
Diversified International 132,046 162,270
Asset Manager - Income 12,475 12,287
Dividend Growth 389,480 384,001
New Markets Income Fund 7,539 8,660
Fidelity Exp & Multinational Fund 24,519 27,421
Fidelity Global Balanced 2,261 2,448
Fidelity Small Cap Stock 27,506 31,199
Fidelity Mid-Cap Stock 38,869 45,032
Freedom Income Fund 12,998 13,137
Freedom 2000 Fund 13,734 14,117
Freedom 2010 Fund 26,833 28,539
Freedom 2020 Fund 14,656 16,172
Freedom 2030 Fund 11,467 12,792
Global Bond 3,137 3,056
Fidelity Fifty 57,997 63,220
--------- ---------
Total Mutual Funds $4,615,996 $5,084,513
--------- ---------
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<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
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 $1,046,705 $1,046,705
Metropolitan Life N/A GA13414 Variable 17,633 17,633
Metropolitan Life 3/31/00 GAC24537 6.40% 79,444 79,444
Metropolitan Life 12/12/00 GAC24598 5.60% 626,978 626,978
New York Life 3/14/01 GA06362003 6.55% 213,708 213,708
New York Life 3/31/00 GA06362004 6.56% 79,994 79,994
New York Life 2/04/02 GA06362005 6.86% 254,193 254,193
New York Life 2/04/02 30672 6.86% 1,908 1,908
New York Life 6/30/00 GA06493002 6.51% 999 999
John Hancock 12/31/00 GAC8599 Variable 239,490 239,490
John Hancock N/A GA7271SA76 Variable 219,114 219,114
John Hancock 6/30/00 GAC7272 6.33% 249,059 249,059
John Hancock 1/01/01 GAC7880 6.14% 3,889 3,889
John Hancock 12/31/00 GIC8314 Variable 3,584 3,584
John Hancock 12/31/01 GAC8744 6.59% 98,603 98,603
Mass Mutual N/A GIC10753 Variable 338,728 338,728
---------- ----------
Total Investment Contracts 3,474,029 3,474,029
---------- ----------
Total Investments $13,564,665 $15,889,918
========== ==========
*Party-in-Interest
</TABLE>
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<PAGE>
<TABLE>
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(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>
State Street Bank Fixed Income Fund
and Trust (163 purchases, 153 sales) $3,098,091 $3,169,865 $3,169,865 $ -
Metropolitan Life Investment Contract No.
Insurance Co. GA 13415 (13 purchases) 783,180 - - -
</TABLE>
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