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, 2004
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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.
------------------------------------------------------------ --------
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, 2004 and 2003 4
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2004 and 2003 5
Notes to Financial Statements 6
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
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Exhibit 23 Consent of Independent Registered
Public Accounting Firm 15
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
------------------------------
(Name of plan)
Date July 6, 2005 By:
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/s/G. Richard Wagoner, Jr.
------------------------------
(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, 2004 and 2003, 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. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, 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,
2004 and 2003, 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.
As described in Note G, the Plan was merged into The General Motors Personal
Savings Plan for Hourly-Rate Employees in the United States ("PSP"), effective
as of January 1, 2005. All Plan assets were transferred directly into identical
funds within the PSP on December 31, 2004.
/s/DELOITTE & TOUCHE LLP
------------------------
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 30, 2005
3
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2004 AND 2003
2004 2003
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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
Loans 14,660,929
----------- -----------
Total assets - 343,335,001
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NET ASSETS AVAILABLE FOR BENEFITS $ - $343,335,001
=========== ===========
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, 2004 AND 2003
2004 2003
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ADDITIONS:
Net investment gain from the
General Motors Savings Plan Master
Trust (Note D) $25,986,745 $61,060,219
Employee contributions:
After-tax 3,448,530 5,021,516
Tax-deferred 20,553,703 21,786,184
Rollover 33,435 231,275
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Total contributions 24,035,668 27,038,975
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Total additions 50,022,413 88,099,194
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DEDUCTIONS:
Benefits paid to participants (38,098,476) (8,680,164)
Transfer to The General Motors
Personal Savings Plan for Hourly-Rate
Employees in the United States (Note G) (355,258,938) -
---------- ----------
Total deductions (393,357,414) (8,680,164)
---------- ----------
NET (DECREASE)INCREASE (343,335,001) 79,419,030
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 343,335,001 263,915,971
----------- -----------
End of year $ - $343,335,001
=========== ===========
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 ("GM" or the "Corporation"), has established a defined contribution
plan, the Saturn Individual Savings Plan for Represented Members (the "Plan").
Except for the purposes of investment of Plan assets, 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
non-investment 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. As described more fully in
Note G, the Plan was merged into the GM Personal Savings Plan ("PSP") effective
as of January 1, 2005. All Plan assets were transferred on December 31, 2004.
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 60% for 2004 and up to 40% for 2003 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 60% in 2004 and 40% in 2003 of eligible
earnings, not to exceed the annual Internal Revenue Service ("IRS")
maximum deferral amount of $13,000 in 2004 and $12,000 in 2003 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 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").
Certain costs of Plan administration are paid by Saturn.
6
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
Investment Options
The participants must direct in 1% increments, how their contributions are
to be invested. The following investment options are available to the
participants:
o General Motors $1-2/3 Par Value Common Stock Fund
o Promark Funds
o Mutual Funds
During 2003, participant contributions could be invested into the GM Class H
Common Stock Fund. Effective December 23, 2003, participant contributions
could no longer be invested into the GM Class H Common Stock Fund.
Description of Investment Options
General Motors $1-2/3 Par Value Common Stock Fund - Under this investment
option, contributions are invested by the Trustee in General Motors common
stock. 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 the 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 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 GM
common stock, the amount of any dividends paid thereon, and by interest
earned on short-term investments held by each fund.
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. Effective November 1,
2004, the following funds were added to the Plan: Fidelity
Inflation-Protected Bond Fund and Fidelity Strategic Dividend & Income Fund.
Also effective November 1, 2004, the following funds were eliminated from
the Plan: Fidelity Trend Fund, Fidelity Disciplined Equity Fund, Fidelity
Stock Selector Fund, Fidelity International Discovery Fund (formerly
Fidelity International Growth & Income Fund), Fidelity Asset Manager,
Fidelity Asset Manager: Income, and Fidelity Asset Manager: Growth.
7
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
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. No new contributions, loan repayments or exchanges may be made
into the EDS Common Stock Fund. Dividends, if any, paid on the stock held by
the Plan 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
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 be permitted during that time. Dividends, if
any, paid on the stock held by the Plan 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 Non-Voting Common Stock Fund - Effective October 26, 2004,
shareholders approved the reorganization of News Corporation. As a result,
the News Corporation Preferred ADS fund was eliminated and replaced by News
Corporation Non-Voting Common Stock Fund in the Plan.
On November 4, 2004, New Corporation Preferred ADSs ceased trading on the
New York Stock Exchange. Holders of Preferred ADSs received in exchange two
shares of News Corporation Non-Voting Common Stock for each ADS held.
Accordingly, the News Corporation Preferred ADS Fund was eliminated and the
value of units in such fund were converted into units of a new commingled
fund known as the News Corporation Non-Voting Common Stock Fund. The News
Corporation Non-Voting Common Stock Fund will remain as an investment
option; however, no further contributions or exchanges from any other
investment option into the News Corporation Non-Voting Common Stock Fund
will be permitted. Dividends, if any, paid on the stock held by the Plan
will be invested in the Promark Income Fund investment option.
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
News Corporation Non-Voting Common Stock Fund 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. Dividends, if any, paid on the stock held by the Plan 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
Delphi common stock and by interest earned on short-term investments held by
the fund.
Raytheon Common Stock Fund - Effective December 17, 1997, GM spun-off the
defense electronics business of Hughes Electronics Corporation, at the time,
a subsidiary of the Corporation ("Hughes Defense"), to holders of GM $1-2/3
Par Value and GM 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. No new contributions or exchanges from any other
investment options into the Raytheon Common Stock Fund are permitted.
Dividends, if any, paid on the stock held by the Plan 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 Raytheon common stock, and by interest earned on short-term investments
held by the fund.
9
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
GM has chosen to invest the General Motors $1 2/3 Par Value Common Stock
Fund, the EDS Common Stock Fund, the Raytheon Common Stock Fund, the DIRECTV
Group Common Stock Fund, the News Corporation Non-Voting Common Stock Fund,
and the Delphi Common Stock Fund in commingled funds managed by State Street
Bank and Trust ("State Street') State Street 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 Deferred and After-Tax Savings assets. The amount and term of the
loans are limited under the Plan. The loan interest rate is established once
each quarter at a rate equal to the prime lending rate as of the previous
quarter-end as published by the Wall Street Journal and will apply to all
new loans issued. Loan repayments are generally made through after-tax
payroll deductions and are invested in the same discretionary investment
options that the Participant originally selected for their savings
contributions. Interest paid on the loans is credited back to the borrowing
participant's account in the Plan. Loans not repaid within the provisions of
the Plan are deemed to be distributions from participant's accounts. At
December 31, 2003, loans to participants were $14,660,929.
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. The funds that represent a hardship distribution must
conform to standards required by the Internal Revenue Service. 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, 2004 and 2003.
Fund Exchanges
Participants may exchange funds between investment options on any business
day on which the New York Stock Exchange is open ("Business Day").
Redemption Fees - Effective June 1, 2003, a 1% short-term trading fee on the
Promark International Equity Fund and the Promark Emerging Markets Equity
Fund was instituted. From time to time, certain funds may impose a
redemption fee if an investment is held for less than a stated period. If
applicable, these fees are disclosed in the individual mutual fund
prospectuses which contain additional information about each fund. The
redemption fees are paid to the respective funds and help protect the funds'
performance and shareholders by discouraging frequent trading in response to
short-term market fluctuations.
10
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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 benefit-responsive
investment contracts, which are stated at contract value which
approximates fair value, and loans to participants, which are stated at
cost which approximates 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 and withdrawals made under the investment contracts, plus
credited earnings, which are net of expenses charged to the synthetic
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
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.
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
investment in the Master Trust is both participant-directed and non-participant
directed.
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 and withdrawals made under the
investment Contracts, plus credited earnings, that are net of expenses charged
to the synthetic contract. 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, 2004 and 2003. Synthetic
guaranteed investment contracts operate similarly to
11
SATURN INDIVIDUAL SAVINGS PLAN
FOR REPRESENTED MEMBERS
NOTES TO FINANCIAL STATEMENTS - Continued
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 guaranteed investment contracts
as of December 31, 2004 and 2003 was approximately 4.79% and 5.12%,
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 4.5% and 4.9% for the years ended December 31,
2004 and 2003, respectively. There are no reserves against the contract value
for credit risk of the contract issuer or otherwise.
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, 2004
include the following:
o General Motors Savings-Stock Purchase Program for Salaried Employees in
the United States
o The General Motors Personal Savings Plan for Hourly-Rate Employees in
the United States ("PSP")
o Saturn Individual Savings Plan for Represented Members which merged
into the PSP on December 31, 2004 (Note G)
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 Non-Voting
Common Stock 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 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.
The Plan had no interest in the Master Trust as of December 31, 2004. As of
December 31, 2003, the Plan had approximately a 1.60% interest in the Master
Trust.
12
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, 2004
and 2003 are summarized as follows (dollars in thousands):
ASSETS: 2004 2003
----------- -----------
Investments:
General Motors Corporation $1-2/3 par
value common stock $3,205,807 $4,145,996
Electronic Data Systems common stock 50,565 62,815
Delphi Corporation common stock 154,272 197,925
DIRECTV Group common stock 369,937 466,099
News Corporation non-voting common stock 90,707 94,723
Raytheon common stock 78,749 69,696
----------- -----------
Total common stock 3,950,037 5,037,254
----------- -----------
Mutual funds 7,157,159 6,473,483
Common and collective trusts 3,263,963 2,798,171
Loan funds 673,653 651,348
Other 137,688 143,656
----------- -----------
Total investments at fair value 15,182,500 15,103,912
----------- -----------
Investments at contract value -
Guaranteed investment contracts 6,542,452 6,383,546
----------- -----------
Total investments 21,724,952 21,487,458
Receivables:
Accrued investment income 81 37
----------- -----------
Total receivables 81 37
----------- -----------
Total assets $21,725,033 $21,487,495
=========== ===========
LIABILITIES:
Due to broker for securities purchased 1,590 1,815
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $21,723,443 $21,485,680
=========== ===========
The total net investment income of the Master Trust for the years ended
December 31, 2004 and 2003 are summarized as follows (dollars in thousands):
2004 2003
--------- ---------
Income from guaranteed investment contracts $309,743 $319,210
Interest 33,493 39,236
Dividends 161,992 163,945
Net appreciation (depreciation) in fair value
of investments:
General Motors Corporation $1-2/3 par
value common stock (1,012,430) 1,296,970
Other common stock 17,508 273,135
Mutual funds 779,551 1,393,142
Common and collective trusts 347,378 585,264
---------- ----------
Total net appreciation 132,007 3,548,511
---------- ----------
Total net investment income $637,235 $4,070,902
========== ==========
13
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.
G. PLAN MERGER
The Plan was merged into the PSP, effective as of January 1, 2005. All plan
assets transferred directly into identical funds within the PSP on December 31,
2004.
* * * * * *
14