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
--- ACT OF 1934
For the fiscal year ended December 31, 2003
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the transition period from to
--------------------- ---------------------
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
----------------------------------------------------
(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 Page No.
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Saturn Individual Savings Plan for Represented Members:
Report of Independent Registered Public Accounting Firm. . . 3
Statements of Net Assets Available for Benefits
as of December 31, 2003 and 2002. . . . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2003 and 2002. . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6
Supplemental Schedule, Form 5500, Schedule H, Part IV,
Line 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2003 . . . . . . . . . . . . . . . . . . 17
All other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.
(b) EXHIBIT
-------
Exhibit 23 - Consent of Independent Registered
Public Accounting Firm. . . . . . . . . . . . . 18
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.
Saturn Individual Savings Plan
for Represented Members
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(Name of plan)
Date June 25, 2004 By:
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/s/G. Richard Wagoner, Jr.
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(G. Richard Wagoner, Jr., Chairman
of the Board of Directors)
- 2 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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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, 2003 and 2002, 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 standards of the Public Company
Accounting Oversight Board (United States). 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,
2003 and 2002, 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 schedule of assets (held
at end of year) as of December 31, 2003, is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This schedule is the responsibility of
the Plan's management. Such schedule has been subjected to the auditing
procedures applied in our audit of the basic 2003 financial statements and, in
our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/DELOITTE & TOUCHE LLP
------------------------
Deloitte & Touche LLP
Nashville, Tennessee
June 25, 2004
- 3 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2003 AND 2002
2003 2002
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ASSETS:
Investment in the General Motors Savings
Plan Master Trust (Notes A,C and D):
Investments - at estimated fair value $328,674,072 $249,031,553
Loans 14,660,929 14,884,418
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Total assets 343,335,001 263,915,971
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NET ASSETS AVAILABLE FOR BENEFITS $343,335,001 $263,915,971
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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, 2003 AND 2002
2003 2002
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ADDITIONS:
Net investment gain from the
General Motors Savings Plan Master
Trust (Note D) $61,060,219 $ -
Employee contributions:
After-tax 5,021,516 6,304,792
Tax-deferred 21,786,184 22,464,222
Rollover 231,275 162,852
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Total contributions 27,038,975 28,931,866
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Total additions 88,099,194 28,931,866
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DEDUCTIONS:
Net investment loss from the
General Motors Savings Plan Master
Trust (Note D) - (35,429,490)
Benefits paid to participants (8,680,164) (7,427,553)
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Total deductions (8,680,164) (42,857,043)
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NET INCREASE (DECREASE) 79,419,030 (13,925,177)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 263,915,971 277,841,148
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End of year $343,335,001 $263,915,971
=========== ===========
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"), has established a defined contribution plan,
the Saturn Individual Savings Plan for Represented Members (the "Plan"). The
Investment Funds Committee of the Board of Directors of the Corporation acts as
the Plan fiduciary and, along with various officers, employees, and committees
with authority delegated by the Plan fiduciary, controls and manages the
operation and administration of the Plan subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). General
Motors Investment Management Corporation("GMIMCo")acts as the Plan fiduciary for
investment purposes. State Street Bank and Trust Company (the "Trustee") acts as
the trustee of the Plan. 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 40% 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 40% 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 Fund. 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 on which the New York Stock Exchange is open
("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. As of December 23, 2003, GM Class H stock was replaced
with the DIRECTV Group Common Stock and News Corporation Preferred ADSs at
the ratio of 84% and 16%, respectively.
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.
Promark Funds - There are Promark funds as investment options for
participants in the Plan. These funds have a variety of investment
strategies. 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 unit value.
Mutual Funds - This investment option is comprised of many different mutual
funds managed by Fidelity Investments, Neuberger Berman Management Inc.,
Domini Social Investments LLC and SSgA Funds Management, Inc. 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.
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. 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.
- 7 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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.
DIRECTV Group Common Stock Fund - Effective December 23, 2003, GM Class H
stock was replaced with DIRECTV Group Common Stock and News Corporation
Preferred ADSs at the ratio of 84% and 16%, respectively. The DIRECTV Group
Common Stock Fund will remain as an investment option; however, no further
contributions or exchanges from any other investment option into the DIRECTV
Group Common Stock Fund will per permitted during that time. Dividends, if
any, paid on the stock held by the Trust will be invested in the Promark
Income Fund investment option.
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 DIRECTV Group Common Stock and by the interest earned on short-term
investments held by the fund.
News Corporation Preferred ADSs Fund - Effective December 23, 2003, GM Class
H stock was replaced with DIRECTV Group Common Stock and News Corporation
Preferred ADSs at the ratio of 84% and 16%, respectively. The News
Corporation Preferred ADSs Fund will remain as an investment option;
however, no further contributions or exchanges from any other investment
option into the News Corporation Preferred ADSs Fund will be permitted
during that time. Dividends, if any, paid on the stock held by the Trust
will be invested in the Promark Income Fund investment option.
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 News Corporation Preferred ADSs and by the 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 Corporation ("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. 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.
- 8 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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 interest earned on short-term investments held by
the fund.
Raytheon Common Stock Fund - Effective December 17, 1997, the Corporation
spun-off the defense electronics business of Hughes Electronics Corporation,
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 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 Common Stock Fund as
an investment option. The Raytheon Common Stock Fund was an investment
option through December 31, 2002. No new contributions or exchanges from any
other investment options into the Raytheon Common Stock Fund are permitted.
Dividends, if any, paid on Raytheon 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 common stock, 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 EDS Common Stock Fund, the Raytheon Common Stock Fund, the DIRECTV Group
Common Stock Fund, the News Corporation Preferred ADSs 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.
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, 2003 ranged from 4.00% 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, 2003
and 2002, loans to participants were $14,660,929 and $14,884,418,
respectively. Repayments of loans are generally made through after-tax
payroll deductions and are invested in the same discretionary investment
options that the participant selected
- 9 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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 $1,000. 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, 2003 and 2002.
Transfers
Participants may transfer assets between investment options at any time,
with certain limitations.
Termination of the Plan
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
- 10 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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 accordance with accounting
principles generally accepted 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 financial statements.
o Certain costs of Plan administration are paid by Saturn.
- 11 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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.
The synthetic guaranteed investment contracts ("contracts") owned by the Plan
and held in the Master Trust are recorded at contract value and are fully
benefit-responsive in accordance with the American Institute of Certified Public
Accountants' Statement of Position 94-4, Reporting of Investment Contracts Held
by Health and Welfare Benefit Plans and Defined Contribution Pension Plans. The
contracts are included in the financial statements, within the Promark Income
Fund, at contract value as reported to the Master Trust by the insurance
company. Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses. Participants
may ordinarily direct the withdrawal of all or a portion of their investment at
contract value. Contract value of such contracts approximates fair value as of
December 31, 2003 and 2002. Synthetic investment contracts operate similarly to
a separate account investment contract, except that the assets are placed in a
trust (with ownership by the Master Trust) rather than a separate account of the
contract issuer.
The contracts provide for prospective crediting interest rate adjustments based
on the interest earnings and fair value of the underlying trust assets. The
crediting interest rates are reset quarterly and the contracts include wrappers
that provide that the crediting interest rates cannot be less than zero. The
average crediting interest rate of the synthetic investment contracts as of
December 31, 2003 and 2002 was approximately 5.12% and 5.22%, respectively. The
wrappers are entered into by the Master Trust to stabilize the income generation
of the fund.
The average yield for the synthetic investment contracts within the Promark
Income Fund was approximately 4.9% and 6.1% for the years ended December 31,
2003 and 2002, respectively. There are no reserves against the contract value
for credit risk of the contract issuer or otherwise.
- 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, 2003 and 2002.
Investment Manager Investment Type 2003 2002
-------------------- ----------------------- ------------ ------------
State Street Bank General Motors $1-2/3
and Trust Par Value Common Stock $27,132,541* $21,388,321*
State Street Bank General Motors Class H,
and Trust $0.10 Par Value
Common Stock - 2,985,156
State Street Bank Delphi Common Stock 667,714 564,022
and Trust
State Street Bank Raytheon Common Stock 152,416 169,151
and Trust
State Street Bank Promark Large Cap
and Trust Index Fund 57,059,429* 42,815,083*
GMTC Promark Funds 9,265,494 6,202,486
Neuberger Berman Socially Responsible Trust 21,512 5,028
Domini Social Equity Fund 13,224 8,192
DIRECTV Common Stock Fund 3,347,070 -
News Corp Preferred Stock Fund 668,674 -
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Total common/collective funds 98,328,074 74,137,439
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Fidelity Magellan 20,240,733* 15,971,998*
Fidelity Contrafund 38,110,083* 28,858,583*
Fidelity Other Mutual Funds 90,992,575** 61,170,454**
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Total mutual funds 149,343,391 106,001,035
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GMTC Promark Income Fund II 81,002,607* 68,893,079*
---------- ----------
Loans to Participants 4% to 9.5% 14,660,929 14,884,418*
---------- ----------
TOTAL $343,335,001 $263,915,971
=========== ===========
* Represents 5% or more of Plan assets.
** Represents the total of forty-eight individual mutual funds managed by
Fidelity Investments, none of which exceed 5% or more of Plan assets.
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.
- 13 -
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Employee benefit plans participating in the Master Trust as of December 31, 2003
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 each of the Master Trust investment options in
which the respective plan participates.
The net investment income of the commingled Master Trust investment funds (the
GM $1-2/3 Par Value Common Stock Fund, the EDS Common Stock Fund, the Raytheon
Common Stock Fund, the Delphi Common Stock Fund, the News Corporation Preferred
ADSs Fund, the DIRECTV Group Common Stock Fund and the Promark Funds) is
allocated by the trustee to each participating plan based on that plan's
interest in each commingled Master Trust investment fund, as compared with the
total interest in each commingled Master Trust investment fund of all the
participating plans at the beginning of the period. 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, 2003 and 2002, the Plan had approximately a 1.60% and 1.51%
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 the Master Trust at December 31, 2003
and 2002 are summarized as follows (dollars in thousands):
ASSETS: 2003 2002
----------- -----------
Investments:
General Motors Corporation $1-2/3 Par
Value Common Stock $4,145,996 $2,799,227
General Motors Corporation Class H
$0.10 Par Value Common Stock - 444,377
Electronic Data Systems Common Stock 62,815 52,182
Delphi Corporation Common Stock 197,925 172,688
DIRECTV Group Common Stock 466,099 -
News Corporation Preferred ADSs Fund 94,723 -
Raytheon Common Stock 69,696 79,089
----------- -----------
Total Common Stock 5,037,254 3,547,563
----------- -----------
Mutual funds 6,473,483 4,954,961
Common and collective trusts 2,798,171 2,025,286
Loan funds 651,348 681,457
Other 143,656 350,373
----------- -----------
Total investments at fair value 15,103,912 11,559,640
----------- -----------
Investments at contract value -
Guaranteed investment contracts 6,383,546 5,960,529
----------- -----------
Total investments 21,487,458 17,520,169
Receivables:
Accrued investment income 37 25
----------- -----------
Total receivables 37 25
----------- -----------
Total assets $21,487,495 $17,520,194
=========== ===========
LIABILITIES:
Due to broker for securities purchased 1,815 1,331
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $21,485,680 $17,518,863
=========== ===========
The total investment earnings of the Master Trust for the years ended
December 31, 2003 and 2002 are summarized as follows (dollars in thousands):
2003 2002
--------- ---------
Income from guaranteed investment contracts $ 319,210 $ 350,896
Interest 39,236 49,170
Dividends 163,945 145,357
Net appreciation (depreciation) in fair value
of investments:
General Motors Corporation $1-2/3 Par
Value Common Stock 1,296,970 (760,290)
Mutual funds 1,393,142 (1,140,939)
Common and collective trusts 585,264 (501,491)
Other 273,135 (461,322)
---------- ----------
Total net appreciation (depreciation) 3,548,511 (2,864,042)
---------- ----------
Total investment income (loss) $ 4,070,902 $(2,318,619)
========== ==========
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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Concluded
E. FEDERAL INCOME TAXES
By a letter dated May 27, 2003, the IRS has determined and informed Saturn that
the Plan and related trust are designed in accordance with applicable sections
of the Internal Revenue Code ("IRC"). The Plan's 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, and therefore no
provision for income taxes has been included in the Plan's financial statements.
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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SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
FORM 5500, SCHEDULE H, PART IV, LINE 4i-
Schedule of Assets (Held at End of Year)
DECEMBER 31, 2003
Identity of Issuer, Borrower, Lessor or Current
Or Similar Party Value
*Participant loans, maturing through December 31, 2008 and December 31, 2007
with rates ranging
between 4.0% and 9.5% $14,660,929
===========
* Denotes Party-in-interest
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