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, 2001
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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
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
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(a) FINANCIAL STATEMENTS 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, 2001 and 2000. . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2001 and 2000. . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6
Supplemental schedules have been omitted due to
the absence of the conditions under which they
are required.
(b) EXHIBIT
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Exhibit 23 - Independent Auditors' Consent. . . . . . . . . . . 17
SIGNATURE
The Plan. 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.
Saturn Individual Savings Plan
for Represented Members
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(Name of plan)
Date June 28, 2002 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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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, 2001 and 2000, 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 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 Plan as of December 31,
2001 and 2000, 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.
/s/DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 7, 2002
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
2001 2000
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ASSETS:
Investment in the General Motors Savings
Plan Master Trust $277,841,148 $289,614,779
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Total assets 277,841,148 289,614,779
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NET ASSETS AVAILABLE FOR BENEFITS $277,841,148 $289,614,779
=========== ===========
Reference should be made to the Notes to Financial Statements.
- 4 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
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ADDITIONS:
Investment income:
Net investment loss from the
General Motors Savings Plan Master
Trust (Note D) $(26,217,209) $(24,227,754)
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Total investment loss (26,217,209) (24,227,754)
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Participants contributions:
After-tax 5,347,638 5,685,810
Tax-deferred 20,736,761 22,708,161
Rollover 390,410 865,541
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Total contributions 26,474,809 29,259,512
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Total additions 257,600 5,031,758
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DEDUCTIONS:
Benefits paid to participants 12,031,231 11,461,244
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Total deductions 12,031,231 11,461,244
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NET DECREASE (11,733,631) (6,429,486)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 289,614,779 296,044,265
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End of year $277,841,148 $289,614,779
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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 (the "Corporation"), established a defined contribution plan, the
Saturn Individual Savings Plan for Represented Members (the "Plan"). General
Motors Investment Management Corporation("GMIMCo")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 State Street Bank and
Trust Company ("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 Plan document for a comprehensive description of the Plan's provisions.
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 direct the investment of their contributions (as well as
Saturn matching contributions prior to January 1, 1992) into various
investment options offered by the Plan. Participants may elect to
contribute to the Plan in several ways:
o Participants may contribute up to 25% of eligible earnings 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, not to exceed
the annual Internal Revenue Service ("IRS") maximum deferral amount, 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").
Investment Options
The participants must direct how their contributions are to be invested. A
description of each investment option offered under the Plan follows:
- 6 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
General Motors ("GM") Corporation 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. Assets held in these funds are expressed in terms of units and not
shares of 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 the Plan is 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 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 not exercise voting rights
with respect to those shares for which a direction has not been received by
the required deadline.
Raytheon Class A Common Stock Fund - Effective December 17, 1997, the
Corporation spun-off the defense electronics business of Hughes Electronics,
a subsidiary of the Corporation ("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.
Such distribution required the addition of the Raytheon Class A Common Stock
Fund as an investment option. No new contributions or exchanges from any
other investment options into the Raytheon Class A Common Stock Fund are
permitted. Dividends, if any, paid on Raytheon Class A common stock held by
the Plan will be invested in the Promark 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, and by interest earned on short-term
investments held by the fund.
Delphi Common Stock Fund - On May 28, 1999, the Corporation 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. Plan 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.
- 7 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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.
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, the amount of any dividends paid thereon, and by
interest earned on short-term investments held by the fund.
The Corporation has chosen to invest the General Motors Common Stock Funds,
the Raytheon Class A Common Stock Fund, and the Delphi Common Stock Fund in
commingled funds managed by the Trustee. The Trustee is responsible for
anticipating liquidity needs and maintaining sufficient cash levels to
process participant transactions, determining the daily number of shares of
each individual common stock to be purchased or sold, and obtaining the best
prices for any purchases or sales.
Promark Large Cap Index Fund - Under this investment option, contributions
are invested in a portfolio of common stocks managed by the Trustee. The
Trustee 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.
Assets invested in the fund are expressed in terms of units. The number of
units credited to a participant's account within the Plan is determined by
the amount of participant's contributions 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.
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Promark Income Fund - Under this investment option, contributions are
invested in investment contracts issued by insurance companies. The
insurance 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 made up of short-term United States Government
debt obligations.
The crediting interest rates, fund managers, and contract value of the
investment contracts at December 31, 2001 and 2000, respectively, are as
follows:
Interest Interest
Rate Rate
as of as of Fund
12/31/01 12/31/00 Manager 2001 2000
-------- -------- ------------------------ ---------- ----------
6.86% 6.86% New York Life $6,214,517 $5,818,933
- 5.26% John Hancock Mutual Life - 4,403,372
- 5.95% John Hancock Mutual Life - 3,575,162
- 5.76% Metropolitan Life - 12,451,459
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$6,214,517 $26,248,926
========== ==========
The contract values of the investment contracts approximate their fair
values at December 31, 2001 and 2000. The average yield on investment
contracts for the years ended December 31, 2001 and 2000 was 5.61% and
6.08%, respectively.
At December 31, 2001 and 2000, the fair value of investments in short-term
United States Government debt obligations was $51,014,147 and $20,504,993,
respectively.
Assets invested in the fund are expressed in terms of units. The number of
units credited to a participant's account within the Plan is determined by
the amount of participant's contributions 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.
Promark Funds - On April 1, 2000, sixteen (seventeen as of December 31,
2001) Promark funds were added as investment options for participants in the
Plan. These funds have a variety of investment strategies, and the funds are
managed by General Motors Asset Management Corporation ("GMAM"), a
wholly-owned subsidiary of the Corporation, and a party-in-interest. GMAM
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.
Assets invested in the Promark funds are expressed in terms of units. The
number of units credited to a participant's account within the Plan is
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 value.
- 9 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Mutual Funds - This option is comprised of fifty-two (fifty-four as of
December 31, 2000) mutual funds managed by Fidelity Investments, Neuberger
Berman, and Domini. (See Note C). Each fund has a different objective and
investment strategy. To pursue their objectives, the mutual fund managers
invest in a wide variety of investments. Participants should refer to the
prospectus for each mutual fund for further information about the investment
strategy of each mutual fund, and the risks associated with each mutual
fund.
Participant 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, 2001 ranged from 5.0% to 9.5%). 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, 2001
and 2000, loans to participants were $15,006,514 and $16,158,481,
respectively. 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. Partial and
total repayment of loans is permitted at any time, without penalty. Loans
not repaid within the loan term are deemed to be distributions from the
participant's account.
Vesting
Participant contributions vest immediately. Saturn matched participant
contributions were made through January 1, 1992 and earnings thereon vest
fully upon the attainment of five years of service, death, total and
permanent disability, or retirement. Effective January 1, 1992, matching of
participant contributions by Saturn was discontinued.
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 document. 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. 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, 2001 and 2000.
Transfers
Participants may transfer assets between investment options at any time,
with certain limitations.
- 10 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed in the preparation of the Plan's
financial statements are as follows:
o The financial statements of the Plan 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 which approximates fair value, and
loans to participants, which are stated at cost which approximate fair
value. Fair values are calculated by reference to published market
quotations, where available; where not available for certain investments,
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 Securities transactions are recorded on the date the trades are executed.
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
Plan.
o The preparation of financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets and changes therein. Actual results could differ
from those estimates. The Plan utilizes various investment instruments.
Investment securities, in general, are exposed to various risks, such as
interest rate, credit, and overall market volatility. Due to the level of
risk associated with certain investment securities, it is reasonably
possible that changes in the values of investment securities will occur
in the near term and that such changes could materially affect the
amounts reported in the statements of net assets available for plan
benefits.
- 11 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
o Certain costs of Plan administration are paid by Saturn.
New accounting pronouncements - In June 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards (SFAS) No. 133,
Accounting for Derivative Instruments and Hedging Activities (as amended by SFAS
Nos. 137 and 138). SFAS No. 133, as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133, as amended, was effective for the Plan beginning January 1, 2001.
The adoption of SFAS No. 133, as amended, did not have an impact on the net
assets available for benefits and changes therein of the Plan as of and for the
year ended December 31, 2001.
C. INVESTMENTS
All of the investments in the Plan are held in the General Motors Savings Plan
Master Trust (the "Master Trust") as more fully described in Note D.
- 12 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
The table below details the investment managers, the investment types (and
interest rates, where applicable) and the Plan's carrying value of investments
as of December 31, 2001 and 2000.
Investment Manager Investment Type 2001 2000
-------------------- ----------------------- ------------ ------------
State Street Bank General Motors $1-2/3
and Trust Par Value Common Stock $16,262,418* $15,819,787*
State Street Bank General Motors Class H,
and Trust $0.10 Par Value
Common Stock 4,128,925 5,412,542
State Street Bank Delphi Common Stock 1,060,492 1,021,881
and Trust
State Street Bank Raytheon Class A
and Trust Common Stock 197,711 202,425
State Street Bank Promark Large Cap
and Trust Index Fund 56,769,396* 65,393,249*
GMAM Promark Funds 4,762,052 3,080,020
Neuberger Berman Socially Responsible Trust 1,970 1,242
Domini Social Equity Fund 9,357 10,153
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Total common/collective funds 83,192,321 90,941,299
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Fidelity Magellan 21,239,792* 23,914,832*
Fidelity Contrafund 31,732,299* 36,767,731*
Fidelity Other Mutual Funds 69,441,558** 75,078,517**
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Total mutual funds 122,413,649 135,761,080
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State Street Bank Promark Income Fund 51,014,147* 20,504,993*
and Trust ---------- ----------
Loans to Participants 5.0% to 9.5% 15,006,514* 16,158,481*
---------- ----------
New York Life Investment Contract, 6.86% 6,214,517 5,818,933
John Hancock
Mutual Life Investment Contract, 5.26% - 4,403,372
John Hancock
Mutual Life Investment Contract, 5.95% - 3,575,162
Metropolitan Life Investment Contract, 5.76% - 12,451,459
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Total Investment Contracts 6,214,517 26,248,926
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TOTAL $277,841,148 $289,614,779
=========== ===========
* Represents 5% or more of Plan assets.
** Represents the total of fifty (fifty-two as of December 31, 2000) individual
mutual funds managed by Fidelity Investments, none of which exceed 5% or more of
Plan assets.
- 13 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
D. THE MASTER TRUST
The Corporation established 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, 2001
include the following:
o General Motors Savings-Stock Purchase Program for Salaried Employees in the
United States
o General Motors Personal Savings Plan for Hourly-Rate Employees in the
United States
o Saturn Individual Savings Plan for Represented Members
o General Motors Income Security Plan for Hourly-Rate Employees
Each participating employee benefit plan has an undivided interest in the net
assets and changes therein of the Master Trust investment options in which the
respective plan participates.
The net investment income of the common and commingled Master Trust investment
funds (the GM Common Stock Funds, the EDS Common Stock Fund, the Raytheon Class
A Common Stock Fund, the Delphi Common Stock Fund, the Promark Large Cap Index
Fund, the Promark Funds, the Socially Responsible Trust and the Social Equity
Fund) is allocated by the trustee to each participating plan based on that
plan's interest in each common and collective Master Trust investment fund, as
compared with the total interest in each common and collective Master Trust
investment fund of all the participating plans at the beginning of the month.
For all other investment options, the net investment income is separately earned
by the respective employee benefit plan, and is thus recorded separately in the
accounting records of the respective plan.
As of December 31, 2001 and 2000, the Plan had approximately a 1.37% and 1.33%
interest in the Master Trust, respectively.
- 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, 2001 and 2000 are summarized as follows (dollars in
thousands):
ASSETS: 2001 2000
----------- -----------
Investments:
General Motors Corporation $1-2/3 Par
Value Common Stock $3,276,889 $3,262,391
General Motors Corporation Class H
$0.10 Par Value Common Stock 641,826 922,176
Electronic Data Systems Common Stock 213,904 200,687
Delphi Automotive Systems Common Stock 323,553 295,509
Raytheon Class A Common Stock 92,154 89,795
----------- -----------
Total Common Stock 4,548,326 4,770,558
----------- -----------
Mutual funds 6,360,525 7,683,024
Common and collective trusts 7,244,303 5,204,826
Guaranteed investment contracts 886,307 3,016,469
Loan funds 723,272 760,624
Fixed income fund 447,355 293,279
Other 25,961 26,552
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Total investments 20,236,049 21,755,332
----------- -----------
Receivables:
Accrued investment income 316 786
----------- -----------
Total receivables 316 786
----------- -----------
Total assets $20,236,365 $21,756,118
=========== ===========
LIABILITIES:
Due to broker for securities purchased 1,322 794
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $20,235,043 $21,755,324
=========== ===========
The total investment earnings of all participating plans in the Master Trust
for the years ended December 31, 2001 and 2000 are summarized as follows
(dollars in thousands):
2001 2000
--------- ---------
Interest $ 61,216 $ 56,125
Dividends 137,147 138,472
Net (depreciation) appreciation in fair value
of investments:
General Motors Corporation $1-2/3 Par
Value Common Stock (103,711) (1,124,637)
Mutual funds (1,106,317) (798,559)
Common and collective trusts (368,087) (314,434)
Other 176,067 (144,202)
---------- ----------
Total net depreciation (1,402,048) (2,381,832)
---------- ----------
Total investment losses $(1,203,685) $(2,187,235)
========== ==========
- 15 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Concluded
E. FEDERAL INCOME TAXES
The Internal Revenue Service has determined and informed Saturn by a letter
dated February 6, 1998, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). Although
the Plan has been amended since receiving the determination letter, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC.
F. RELATED PARTY TRANSACTIONS
The Plan and Master Trust enter into certain related party transactions. These
generally include investments with trustees, fund managers, the Corporation and
its subsidiaries. Such transactions are within the scope of the investment
guidelines.
* * * * * *
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