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 year ended December 31, 2007
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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
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Commission file number 2-14960
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
----------------------------------------------
(Full title of the plan)
General Motors Corporation
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:
Nick S. Cyprus
Controller and Chief Accounting Officer
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
1
FINANCIAL STATEMENTS AND EXHIBIT
--------------------------------
(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE Page No.
---------------------------------------------- --------
General Motors Savings-Stock Purchase
Program for Salaried Employees in the United States:
Report of Independent Registered Public Accounting Firm 3
Statements of Assets Available for Benefits as of
December 31, 2007 and 2006 4
Statement of Changes in Assets Available for
Benefits for the Year Ended December 31, 2007 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, 2007 16
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
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this annual report to be signed on its behalf by the
undersigned, hereunto duly authorized.
General Motors Savings-Stock
Purchase Program for Salaried
Employees in the United States
------------------------------
(Name of plan)
Date June 26, 2008 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
To the Plan Administrator of
General Motors Savings-Stock Purchase Program
for Salaried Employees in the United States:
We have audited the accompanying statements of assets available for benefits of
General Motors Savings-Stock Purchase Program for Salaried Employees in the
United States (the "Program") as of December 31, 2007 and 2006, and the related
statement of changes in assets available for benefits for the year ended
December 31, 2007. These financial statements are the responsibility of the
Program's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with 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 Program 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 Program'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 assets available for benefits of the Program as of December 31,
2007 and 2006, and the changes in assets available for benefits for the year
ended December 31, 2007 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, 2007, 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. The supplemental schedule is the
responsibility of the Program's management. Such supplemental schedule has been
subjected to the auditing procedures applied in our audit of the basic 2007
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
Detroit, Michigan
June 25, 2008
3
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
2007 2006
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(dollars in thousands)
ASSETS:
Investment in General Motors Savings
Plans Master Trust (Note 4):
Investments, at fair value $11,503,379 $11,923,674
Loans 200,162 210,737
Employee contributions receivable 15,656 13,505
Employer contributions receivable 3,398 482
---------- ----------
ASSETS AVAILABLE FOR BENEFITS
AT FAIR VALUE $11,722,595 $12,148,398
---------- ----------
Adjustment from fair value to contract
value for interest in common collective
trusts relating to fully benefit-
responsive investment contracts 116,358 (18,960)
---------- ----------
ASSETS AVAILABLE FOR BENEFITS $11,838,953 $12,129,438
========== ==========
Reference should be made to the Notes to Financial Statements.
4
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2007 (dollars in thousands)
ADDITIONS:
Net investment gain from General
Motors Savings Plans Master Trust (Note 4) $779,524
Employer contributions 82,043
Employee contributions 339,072
----------
Total additions 1,200,639
DEDUCTIONS:
Distributions to participants (1,487,579)
TRANSFERS OUT (Note 5) (3,545)
----------
NET DECREASE (290,485)
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 12,129,438
----------
End of year $11,838,953
==========
Reference should be made to the Notes to Financial Statements.
5
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2007 AND 2006 AND
FOR THE YEAR ENDED DECEMBER 31, 2007
1. DESCRIPTION OF THE PROGRAM
Following is a brief description of the Program that is provided for general
information purposes only. Participants should refer to the Program document
and prospectus for a complete description of the Program's provisions.
GENERAL - General Motors Corporation (the "Corporation", "GM") has established
the General Motors Savings-Stock Purchase Program for Salaried Employees in
the United States (the "Program" or "S-SPP"), a defined contribution plan.
Eligibility is restricted to regular employees of the Corporation who have
completed six months of employment and who are compensated fully or partly by
salary and/or commission, but who are not represented by a labor organization
(unless they are eligible through understandings reached between the
Corporation and their collective bargaining representatives). Employees
classified as part-time employees, regular employees-temporary assignment,
flexible service employees or temporary employees are eligible to participate
in the Program upon the completion of six months of employment. Except for
purposes of the investment of Program assets, until June 30, 2006, the
Investment Funds Committee of the Corporation's Board of Directors acts as the
Program fiduciary and, along with various officers, employees, and committees,
with authority delegated from the Program fiduciary, controlled and managed
the operation and administration of the Program subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Effective June 30, 2006, the GM Benefit Plans Administration Committee became
the Program's named fiduciary for general administration, and State Street
Bank and Trust Company began serving as the independent fiduciary and
investment manager of the Program solely with respect to the GM $1-2/3 Par
Value Common Stock Fund. General Motors Investment Management Corporation
("GMIMCO") is the named fiduciary of the Program for purposes of investment of
Program assets, with the exception (commencing on June 30, 2006) of the GM
$1-2/3 Par Value Common Stock Fund. This Program is subject to the provisions
of ERISA.
Effective August 7, 2007, GM sold Allison Transmission ("Allison") commercial
and military business to The Carlyle Group and Onex Corporation. The
transaction resulted in the severance of certain Allison employees who were
participants in the Program. In connection with the sale Allison established
the Allison Transmission Salary Employees Retirement Savings Plan, a defined
contribution plan (the "Allison Plan"). In accordance with the Program
provisions and Allison purchase agreement, the severed employees are allowed
to rollover their account balances into the Allison Plan as each individual
participant elects to do so in the normal course of Program Operations.
EMPLOYER CONTRIBUTIONS - Effective January 1, 2007, Corporation's
contributions described below are invested pursuant to each employee's
discretionary elections. Effective June 29, 2007, participants who do not make
employee contributions and/or do not give direction will have contributions
invested in the Pyramis Strategic Balanced Commingled Pool investment option,
the current default option. Prior to June 29, 2007, the default option for
such contributions was the Promark Income Fund.
o GM Matching Contributions - On January 1, 2006, the GM matching
contribution was suspended. Effective January 1, 2007, the Program was
amended whereby the Corporation matched 50% up to 4% of eligible monthly
salary.
o 1% GM Benefit Contribution - An Employee hired on or after January 1, 1993
will automatically have a Corporation contribution amount equal to 1% of
the Employee's eligible monthly base salary credited each pay period to
such Employee's account upon attainment of eligibility. This contribution
is provided because such Employee will receive different post-retirement
benefit treatment from the Corporation than Employees hired prior to
January 1, 1993. Such contribution will be credited to the Employee's
account whether or not the Employee elects to participate in the Program.
6
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
o 4% GM Retirement Contribution - As of January 1, 2007, Employees hired on
or after January 1, 2001 will automatically have a Corporation
contribution amount equal to 4% of the Employee's eligible monthly base
salary credited each pay period to such Employee's account upon attainment
of eligibility. This contribution is provided as a retirement contribution
to the employee's S-SPP account. Such contribution will be credited to the
Employee's account whether or not the Employee elects to participate in
the Program.
o Effective January 1, 2007, employees hired on or after January 1, 2001
will be eligible for both the 1% GM Benefit Contribution and the 4% GM
Retirement Contribution. Effective January 1, 2007 flexible service
Employees with a length of service date on or after January 1, 1993 are
also eligible to receive the 1% GM Benefit Contribution. Flexible service
Employees with a length of service date on or after January 1, 2001 are
eligible to receive a new 4% GM Retirement Contribution.
PARTICIPANT CONTRIBUTIONS - An eligible participant employed by the
Corporation (an Employee") may elect to contribute to the Program as follows
in accordance with provisions and within the applicable Federal limits:
o On an after-tax basis ("Regular Savings"), up to 50% for 2007 of an
Employee's eligible salary as defined in the Program.
o On a tax-deferred basis ("Deferred Savings"), an amount of eligible salary
which is the lesser of (1) $15,500 for 2007 or (2) up to 50% for 2007 of
the Employee's eligible salary for a calendar year.
o Effective July 1, 2006, Employees have the opportunity to participate in
the Roth Savings feature on an after-tax basis. Participants may
contribute up to 50% of eligible earnings as defined in the Program. Roth
Savings contributions are combined with Deferred Savings for purposes of
applying the $15,500 contribution limit for 2007.
o In lieu of receiving a distribution from The General Motors Enhanced
Variable Pay Plan for Salaried Employees in the United States (the
"Variable Pay Plan"), an Employee may elect to have the Corporation
contribute, as Deferred Savings to the extent permissible under tax law,
up to 100%, in 10% increments, of any such amount, which vests
immediately.
o In lieu of receiving a Flexible Compensation Payment from the Corporation,
an Employee may elect to have the Corporation contribute 100% of the
Flexible Compensation Payment as Deferred Savings until the tax deferral
legal limit is reached and then any remaining portion of such payment will
be contributed as Regular Savings to the extent permissible under tax law.
o An Employee age 50 or older, or who will attain age 50 by the end of the
calendar year, and who is contributing at least 4% of his or her eligible
monthly base salary to his or her account, may be eligible to make
"catch-up" contributions to their account. A catch-up contribution of
Deferred Savings or Roth Savings may be made up to the annual limit
($5,000 in 2007) set forth by the Internal Revenue Service (the "IRS"),
and only after a tax law limit has been reached, such as the 401(k) annual
contribution limit ($15,500 in 2007).
o Basic Savings as defined by the Program are Employee savings (Regular,
Deferred, and/or Roth Savings) up to 4% of an Employee's eligible monthly
base salary. S-SPP contributions will be invested at the Employee's
direction, in 10% increments, in any of the Program's investment options
with the exception of those funds which are closed to new contributions as
described in the Program document.
7
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
In addition, an Employee also may elect to combine the contribution methods
disclosed above, provided that the sum of these contributions does not total
more than 50% for 2007 of eligible monthly base salary for any calendar year.
The sum of the above-described methods of contribution may only exceed the
above percentages of eligible salary by an amount equal to the payout under
the Enhanced Variable Pay Plan, the Flexible Compensation Payment, and the
catch-up contributions. As defined in the Program document, the Corporation's
total matching contribution will be based on the Employee's Basic Savings
contribution.
VESTING - For employees with a length of service date prior to January 1,
2007, assets derived from employee contributions and related Corporation
contributions and earnings thereon vest immediately on allocation to the
employee's account except for employees with less than three years of
credited service for whom Corporation contributions and related earnings vest
on January 1 following the calendar year in which such contributions or
earnings are credited. For employees with a length of service on or after
January 1, 2007, assets derived from employee contributions vest immediately
and the assets derived from Corporation contributions (including related
earnings) vest upon completion of three years of service. Forfeitures are
used to offset future employer contributions.
FUND EXCHANGES - Subject to the excessive trading policy, participants may
generally exchange funds between investment options on any business day on
which the New York Stock Exchange is open ("Business Day"). The excessive
trading policy includes a monitoring process limit of one roundtrip
transaction per fund within any rolling 90-day period, subject to an overall
limit of four round-trip transactions across all funds in the Program over a
rolling 12-month period. A roundtrip transaction occurs when an exchange into
and out of a fund option within a 30 day period is executed. Systematic
contributions and withdrawals (i.e. regular payroll deductions, loan
payments, hardship withdrawals) as permitted under the Program do not count
as exchanges under the excessive trading policy.
REDEMPTION FEES - From time to time, certain funds within the Program 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 as well as the Program prospectus which contains 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 or in anticipation of short-term
market fluctuations.
PARTICIPANT LOANS - Participants may borrow once per year from their pre-tax
Deferred Savings, after-tax Roth Savings, and Regular Savings assets
(excluding Corporation contributions, and earnings thereon subject to the
required vesting provisions). The amount and terms of the loans are limited
under the Program. The loan interest rate will be established once each
quarter at a rate equal to the prime lending rate as of the previous
quarter-end published by the Wall Street Journal and will apply to all new
loans issued during that quarter. Loan repayments are generally made through
after-tax payroll deductions and are invested in the same discretionary
investment options that the participant currently selected for their savings
contributions. Interest paid on a loan is credited back to the borrowing
employee's account in the Program. Partial and total prepayment of loans is
permitted at any time, without penalty. Loans not repaid within the loan term
are deemed to be distributions from participants' accounts. The outstanding
balances of participant loans amount to $200 million and $211 million as of
December 31, 2007 and 2006, respectively.
8
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
PARTICIPANT WITHDRAWALS - Participants may withdraw Deferred Savings in
their accounts at any time after attaining age 59-1/2. Prior to age 59-1/2,
Regular Savings may be withdrawn at any time however, Deferred Savings may
only be withdrawn because of severance from employment, death, total and
permanent disability, or financial hardship. Prior to receiving a withdrawal
for financial hardship, a participant previously must have taken all
available asset distributions, withdrawals, and loans under all applicable
plans maintained by the Corporation. The amount that may be withdrawn for a
financial hardship is limited as defined in the Program. The reason for a
hardship distribution must conform to conditions required by the IRS.
Effective January 1, 2006, a participant who receives a hardship withdrawal
shall have his or her contributions to the Program suspended for a period of
6 months following the withdrawal.
PAYMENT OF BENEFITS - Upon severance from employment, a participant may elect
to leave his or her assets in the Program or take a distribution in
accordance with Program provisions equal to the value of the participant's
vested assets in his or her account.
PLAN ADMINISTRATION - The Corporation pays certain costs of Program
administration.
INVESTMENT OPTIONS - S-SPP contributions will be invested at the Employee's
direction, in 10% increments, in any of the investment options in the
Program.
o Effective March 30, 2007, the following four restricted funds were removed
as investment options from the Program. Any assets in these restricted
funds as of March 30, 2007 were transferred automatically to the Promark
Income Fund.
o DIRECTV Group Common Stock Fund
o News Corporation Non-Voting Common Stock Fund
o Electronic Data Systems Corporation Common Stock Fund
o Raytheon Company Common Stock Fund
o Effective after the close of business on June 29, 2007, the following
changes were made to the Program:
o Certain investment options that were then available in the Program
were removed (old investment option).
o Certain new investment options were added (new investment option).
o The investment options that were removed are no longer
available for participant contributions, loan repayments or exchanges.
o Participants with account balances that were in the old investment
options (including contributions and loan repayments) were
transferred to new investment options, subject to the next sentence.
o Participants with account balances in the old investment options that
were removed but subject to short-term trading (redemption) fees
were transferred to other available investment options after the
relevant holding period expired.
o The Pyramis Strategic Balanced Commingled Pool investment option
became the default option for certain contributions and loan
repayments for participants who have not designated other available
investment options for those amounts. Prior to June 29, 2007, the
default option was the Promark Income Fund.
9
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
DESCRIPTION OF THE COMPANY STOCK FUND:
GM $1-2/3 Par Value Common Stock Fund - Under this investment option,
employer and any employee contributions are invested by the Trustee primarily
in General Motors Corporation's common stock. Each unit represents a
proportionate interest in all of the assets of the GM $1-2/3 Par Value Common
Stock Fund. The number of units credited to each participant's account within
an applicable plan will be determined by the amount of the participant's
contributions and the purchase price of a unit in the GM $1-2/3 Par Value
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
GM common stock, the amount of any dividends paid thereon, and by interest
earned on short-term investments held in the fund.
Each participant directs the Trustee how to vote common stock shares
allocated to his or her account. The Trustee will exercise voting rights with
respect to those shares for which direction has not been received by the
required deadline.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed in the preparation of the
accompanying financial statements are as follows:
BASIS OF ACCOUNTING - The financial statements of the Program are prepared in
accordance with accounting principles generally accepted in the United States
of America.
USE OF ESTIMATES - 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 assets, liabilities, and changes therein, and disclosure
of contingent assets and liabilities. Due to the inherent uncertainty
involved in making estimates, actual results could differ from those
estimates.
RISKS AND UNCERTAINTIES - The Program and master trust utilize various
investment instruments including U.S. government securities, corporate debt
instruments, and corporate stocks. 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 those changes could
materially affect the amounts reported in the financial statements.
INVESTMENT VALUATION - The Program's investments are stated at fair value,
except for benefit-responsive investment contracts, which are stated at
contract value. Fair values are calculated by reference to published market
quotations, where available; where not available for certain common
collective trusts, various bases, including cost, are used in determining
estimates of fair values. Contract value represents contributions and
withdrawals made under the investment contracts plus credited earnings, which
are net of expenses charged to synthetic contracts.
Security transactions are recorded on a trade-date basis. Investment income
is recognized as earned based on the terms of the investments and the periods
during which the investments are owned by the Program.
PAYMENT OF BENEFITS - Distributions to participants are recorded upon
distribution.
10
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
3. INVESTMENTS
All of the investments in the Program are held in the Master Trust as more
fully described in Note 4. All assets in the Master Trust are allocated to
individual participant accounts.
4. THE MASTER TRUST
The Corporation established the Master Trust pursuant to a trust agreement
between the Corporation and State Street Bank and Trust, as trustee of the
Program assets, in order to permit the commingling of trust assets of
multiple 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,
2007 consist of 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
o The 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 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 of all the participating plans, in each commingled Master
Trust investment fund 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, 2007 and 2006, the Program had approximately a 57.6% and
57.1% interest in the Master Trust, respectively.
11
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
The net assets available for benefits of the Master Trust at December 31, 2007
and 2006, are summarized as follows (dollars in thousands):
ASSETS: 2007 2006
------- -------
Investments at fair value:
General Motors Corporation $1-2/3 Par
Value Common Stock $1,459,558 $1,915,259
Other common stock - 383,045
---------- ----------
Total common stock 1,459,558 2,298,304
Promark Income Fund 6,601,826 6,636,266
Promark Large Cap Index - 1,652,398
State Street Global Advisors Large Cap Index 1,634,057 -
Other common collective trusts 3,068,862 1,813,938
---------- ----------
Total common collective trusts 11,304,745 10,102,602
Mutual funds 6,970,683 8,240,383
Loan funds 566,613 605,630
---------- ----------
Total investments at fair value 20,301,599 21,246,919
Receivables-
Accrued investment income - 4
---------- ----------
Total assets $20,301,599 $21,246,923
========== ==========
LIABILITIES-
Due to broker for securities purchased - 2,855
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
AT FAIR VALUE $20,301,599 $21,244,068
========== ==========
Adjustment from fair value to contract value for
interest in common collective trusts relating
to fully benefit-responsive investment contracts 227,376 (38,521)
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $20,528,975 $21,205,547
========== ==========
12
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
The net investment gain of the Master Trust for the year ended December 31,
2007 is summarized as follows (dollars in thousands):
Interest and dividends $598,828
Net appreciation (depreciation) in fair value
of investments:
General Motors Corporation $1-2/3 Par Value
Common Stock (269,089)
Other common stock (13,989)
Mutual funds 486,809
Common collective trusts
Promark Income Fund 371,096
Promark Large Cap Index 110,629
State Street Global Advisors Large Cap Index (22,333)
Other common collective trusts 112,687
---------
Total net appreciation 775,810
---------
Total net investment gain $1,374,638
=========
5. TRANSFERS
On April 12, 1999, the GM Board of Directors approved the complete separation
of Delphi by means of a spin-off, which was completed on May 28, 1999. Prior
to the spin-off, GM established the Delphi Savings-Stock Purchase Program
(the "Delphi Program"), modeled after the GM Program. On May 28, 1999, for
those employees who elected to do so, assets representing Delphi
participants' holdings in the GM Program were transferred and reinvested
under the corresponding investment options in the Delphi Program. As a result
of the separation, the Delphi Program was separated from the GM Program, and
is now administered by Delphi as a separate program. On a very limited basis,
participants may elect to transfer their holdings between the Delphi and GM
Program.
6. TERMINATION
Although it has not expressed any intent to do so, the Corporation has the
right to terminate the Program subject to the provisions of ERISA. Such
Program termination, if any, would not affect a participant's interest in
assets already in the Program.
7. FEDERAL INCOME TAX STATUS
By letter dated April 3, 2000, the IRS has determined and informed the
Corporation that the Program is a tax-qualified employee benefit plan,
meeting the requirements of Sections 401(a), 401(k), and 4975(e)(7) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the Trust
established thereunder was determined to be exempt from United States Federal
income taxes under Section 501(a) of the Code. The Program has been amended
since receiving the determination letter and management filed a determination
request on June 19, 2006, which is currently pending. The Program's
management, fiduciary, and tax counsel believe that the Program is designed
and currently being operated in compliance with the applicable requirements
of the Code, and therefore no provision for income taxes has been included in
the Program's financial statements.
8. RELATED PARTY TRANSACTIONS
The Program 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.
13
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
financial statements to the Form 5500 (dollars in thousands):
December 31, December 31,
2007 2006
----------- -----------
Assets available for benefits per the
financial statements $11,838,953 $12,129,438
(Less) Add: Adjustment from contract
value to fair value for fully benefit-
responsive investment contracts (116,358) 18,960
---------- ----------
Assets available for benefits per the
Form 5500 $11,722,595 $12,148,398
========== ==========
The following is a reconciliation of total net investment gain from the
General Motors Savings Plan Master Trust per the financial statement to the
Form 5500 (dollars in thousands):
December 31,
2007
------------
Total net investment gain from the General Motors Savings
Plan Master Trust per the financial statements $779,524
Less: Adjustment from contract value to fair value
for fully benefit-responsive investment contracts
as of December 31, 2007 (116,358)
Less: Adjustment from contract value to fair value
for fully benefit-responsive investment contracts
as of December 31, 2006 (18,960)
----------
Total investment income per the Form 5500 $644,206
==========
10. SUBSEQUENT EVENTS
o Effective January 1, 2008, the Corporation match contribution increased
to a level of 100% for each dollar an Employee contributes up to 4% of
eligible base salary.
o Effective January 1, 2008, the Corporation will include as eligible
earnings any variable pay (i.e. Enhanced Variable Pay (EVP) for
classified employees or Annual Incentive Pay (AIP) for executive
employees) when paid in the calculation of the 4% GM Retirement
Contribution, for salaried employees with a length of service date on or
after January 1, 2001, provided the executive or classified employee is
an employee as of December 31 of the prior Plan Year, subject to the
annual IRS compensation limit. This contribution will be made regardless
of whether an eligible employee chooses to contribute to the S-SPP. The
inclusion of any variable pay does not apply the GM Matching and 1% GM
Benefit Contribution.
14
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
o Effective January 1, 2008, the Neuberger Berman Socially Responsive Fund
Investor Class was replaced with a new Neuberger Berman Socially
Responsive Fund Institutional Class. This new Class provides the same
investment portfolio with a lower expense ratio.
o In September 2006, FASB issued Statement of Financial Accounting
Standards (SFAS) No. 157, "Fair Value Measurements" (SFAS No. 157),
which provides a consistent definition of fair value that focuses on
exit price and prioritizes, within a measurement of fair value, the
use of market-based inputs over entity-specific inputs. SFAS No. 157
requires expanded disclosures about fair value measurements and
establishes a three-level hierarchy for fair value measurements
based on the observability of inputs to the valuation of an asset or
liability as of the measurement date. The standard also requires that
an entity consider its own nonperformance risk when measuring
liabilities carried at fair value, including derivatives. In February
2008, the Financial Accounting Standard Board (FASB) approved FASB Staff
Position No. 157-2, "Effective Date of FASB Statement No. 157" (FSP No.
157-2), that permits entities to partially defer the effective date
of SFAS No. 157 for one year for nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the
financial statements on a nonrecurring basis. FSP No. 157-2 does
not permit entities to defer recognition and disclosure
requirements for financial assets and financial liabilities or for
nonfinancial assets and nonfinancial liabilities that are remeasured
at least annually. SFAS No. 157 is effective for financial assets
and financial liabilities and for nonfinancial assets and
nonfinancial liabilities that are remeasured at least annually for
fiscal years beginning after November 15, 2007 and interim periods
within those fiscal years. The provisions of SFAS No. 157 are applied
prospectively. The Program is unable to determine the impact that
adopting SFAS No. 157 will have on its statement of assets available
for benefits and statement of changes available for benefits when such
statement is adopted.
15
Form 5500, SCHEDULE H, Part IV, Line 4i-
Schedule of Assets (Held at End of Year)
as of DECEMBER 31, 2007 (dollars in thousands)
Identity of Issuer, Borrower, Lessor or Similar Party Current Value
*Participant loans, maturing through
December 15, 2017 with rates ranging
from 4.0% and 9.5% $200,162
========
* Denotes parties-in-interest
16