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, 2006
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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
----------------------------------------------------
(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, 2006 and 2005 4
Statement of Changes in Assets Available for
Benefits for the Year Ended December 31, 2006 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, 2006 15
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 29, 2007 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, 2006 and 2005, and the related
statement of changes in assets available for benefits for the year ended
December 31, 2006. 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,
2006 and 2005, and the changes in assets available for benefits for the year
ended December 31, 2006 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, 2006, 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 2006
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 28, 2007
3
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
2006 2005
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(dollars in thousands)
ASSETS:
Investment in General Motors Savings
Plans Master Trust (Note D):
Investments, at fair value $11,923,674 $11,309,090
Loans 210,737 233,457
Employee contributions receivable 13,505 13,805
Employer contributions receivable 482 1,997
---------- ----------
ASSETS AVAILABLE FOR BENEFITS
AT FAIR VALUE $12,148,398 $11,558,349
---------- ----------
Adjustment from fair value
to contract value for interest
in common collective trusts relating
to fully benefit-responsive
investment contracts (18,960) (11,450)
---------- ----------
ASSETS AVAILABLE FOR BENEFITS $12,129,438 $11,546,899
========== ==========
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, 2006 (dollars in thousands)
ADDITIONS:
Net investment gain from General
Motors Savings Plans Master Trust (Note D) $1,836,917
Contributions:
Employer $11,630
Employee 348,369
----------
Total additions 2,196,916
DEDUCTIONS:
Distributions to participants (1,607,493)
TRANSFERS OUT (Note E) (6,884)
----------
NET INCREASE 582,539
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 11,546,899
----------
End of year $12,129,438
==========
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, 2006 AND 2005 AND
FOR THE YEAR ENDED DECEMBER 31, 2006
A. 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" or "GM") has
established the General Motors Savings-Stock Purchase Program for Salaried
Employees in the United States (the "Program"), a defined contribution plan.
Eligibility is restricted to regular employees of the Corporation 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 acted 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 (the "Trustee") 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 November 30, 2006, GM sold a majority interest in GMAC LLC ("GMAC"),
a previously wholly owned subsidiary of GM. The transaction resulted in the
severance of certain GMAC employees who were participants in the Program,
thereby permitting their account balances to be withdrawn or distributed
(including the election to receive an eligible rollover distribution). In
connection with the sale GMAC established the GMAC Retirement Savings
Investment Plan, a defined contribution plan (the GMAC Plan). In addition to
being eligible to elect to receive withdrawals and eligible rollover
distributions, the separated GMAC participants were given a one-time
opportunity to have the value of their account balances directly rolled over
to the GMAC Plan. For those employees who elected to do so, their Program
assets were rolled over and reinvested under the corresponding investment
options in the GMAC Plan. This amount totaled approximately $149 million and
is recorded in distributions to participants in the statement of changes in
assets available for benefits.
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 2006 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) $15,000 for 2006 or (2) up to 50% for
2006 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 $15,000 contribution limit for 2006.
6
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
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 6% 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 2006) 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 ($15,000 in 2006).
o Basic Savings as defined by the Program are Employee savings (Regular,
Deferred, and/or Roth Savings) up to 6% of an Employee's eligible
monthly base salary. One-half of an Employee's Basic Savings up to 6%
is required to be invested in GM $1-2/3 Par Value Common Stock Fund.
The remainder of an Employee's contributions will be invested at the
Employee's direction, in 10% increments, in any of the Program's
investment options with the exception of those funds which are
restricted from new contributions as described in the Program document.
Effective January 1, 2006, the provision requiring employee and
employer contributions to be invested in the GM $1-2/3 Par Value
Common Stock Fund for the Required Retention Period was eliminated.
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 2006 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 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. In the first quarter 2005, the GM matching contribution was 50%
of Basic Savings and from April 1, 2005 through December 31, 2005, it was
reduced to 20%.
EMPLOYER CONTRIBUTIONS - The Corporation's contributions described below were
invested in the GM $1-2/3 Par Value Common Stock Fund in 2005. However, the
Required Retention Period which required GM contributions to remain invested
in the GM $1-2/3 Par Value Common Stock Fund during the period from January 1
through December 31 of the calendar year was eliminated effective January 1,
2006.
o GM Matching Contributions - Effective January 1, 2006, the GM matching
contributions were suspended for the 2006 calendar year.
o GM 1% 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.
7
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
VESTING - Assets derived from employee contributions and related Corporation
contributions and earnings thereon vest immediately on allocation to the
employee's account except for employees with less than 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. Forfeitures are used to offset future employer
contributions.
FUND EXCHANGES - Subject to 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"). However, in 2005,
employer contributions required to be invested in the GM $1-2/3 Par Value
Common Stock Fund may not be exchanged until completion of the Required
Retention Period. The Required Retention Period was eliminated effective
January 1, 2006. 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.
PARTICIPANT WITHDRAWALS - A participant may withdraw Deferred Savings in
their account 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. Prior to January 1, 2006, the suspension
was period was 12 months from the date of receiving a hardship 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 - The Corporation's 1% Benefit Contributions (but not GM
matching contributions that were suspended during 2006) are invested in the
GM $1-2/3 Par Value Common Stock Fund. However, the Required Retention Period
which required GM contributions to remain invested in the GM $1-2/3 Par Value
Common Stock Fund during the period from January 1 through December 31 of the
calendar year was eliminated. The remainder of an Employee's contributions
will be invested at the Employee's direction, in 10% increments, in any of
the investment options in the Program of which there are approximately 70.
Effective January 1, 2007, the provision which required participant to invest
one-half of Basic Savings contributions in the GM $1-2/3 Par Value Common
Stock Fund and the 1% Benefit Contribution were eliminated.
8
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
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
General Motors Corporation's 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.
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' 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 originally 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 approximately $211 million and $233
million as of December 31, 2006 and 2005, respectively.
B. 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
under the accrual method of accounting 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.
9
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
ADOPTION OF NEW ACCOUNTING GUIDANCE - The financial statements reflect the
retroactive adoption of Financial Accounting Standards Board Staff Position,
FSP AAG INV-1 and SOP 94-4-1, Reporting of the Fully Benefit-Responsive
Contracts Held by Certain Investments Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the "FSP"). Investment contracts held by a
defined-contribution plan are required to be reported at fair value. However,
contract value is the relevant measurement attribute for that portion of the
assets available for benefits of a defined-contribution plan attributable to
fully benefit-responsive investment contracts because contract value is the
amount participants would receive if they were to initiate permitted
transactions under the terms of the plan. The Program invests in investment
contracts through the General Motors Savings Plan Master Trust (the "Master
Trust"). The statement of assets available for benefits presents the fair
value of the investment in the Master Trust as well as the adjustment of the
investment in the Master Trust from fair value to contract value relating to
investment contracts. The statement of changes in assets available for
benefits is prepared on a contract value basis. The statement of changes in
assets available for benefits is presented on a contract value basis and was
not affected by the adoption of the FSP. The adoption of the FSP did not
impact the amount of assets available for benefits at December 31, 2005.
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.
C. INVESTMENTS
All of the investments in the Program are held in the Master Trust as more
fully described in Note D. All investments in the Master Trust are
participant-directed.
D. 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
Master Trust, 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,
2006 consist of 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 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.
10
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
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, 2006 and 2005, the Program had approximately a 57%
interest in the Master Trust.
The net assets available for benefits of the Master Trust at December 31,
2006 and 2005, are summarized as follows (dollars in thousands):
ASSETS: 2006 2005
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Investments at fair value:
General Motors Corporation $1-2/3 Par
Value Common Stock $1,915,259 $1,408,635
Other common stock 383,045 374,283
---------- ----------
Total common stock 2,298,304 1,782,918
Promark Large Cap Index 1,652,398 1,764,993
Promark Income Fund 6,636,266 6,755,020
Other common collective trusts 1,813,938 1,581,589
---------- ----------
Total common collective trusts 10,102,602 10,101,602
Mutual funds 8,240,383 7,715,576
Loan funds 605,630 661,909
---------- ----------
Total investments at fair value 21,246,919 20,262,005
Receivables - accrued investment income 4 95
---------- ----------
Total assets $21,246,923 $20,262,100
========== ==========
LIABILITIES-
Due to broker for securities purchased 2,855 2,203
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
AT FAIR VALUE $21,244,068 $20,259,897
========= =========
Adjustment from fair value to contract value for
interest in common collective trusts relating
to fully benefit-responsive investment contracts (38,521) (22,924)
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $21,205,547 $20,236,973
========== ==========
11
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,
2006 is summarized as follows (dollars in thousands):
Interest 34,352
Net appreciation in fair value of investments:
General Motors Corporation $1-2/3 Par Value
Common Stock 821,791
Other common stock 162,068
Mutual funds 1,031,320
Common collective trusts:
Promark Income Fund 354,795
Promark Large Cap Index 244,470
Other common collective trusts 281,061
---------
Total net appreciation 2,895,505
---------
Total net investment gain $2,929,857
=========
E. 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.
F. 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.
G. 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's fiduciary and
tax counsel believe that the Program is designed and currently being operated
in compliance with the applicable requirements of the Code, and therefore no
provision for income taxes has been included in the Program's financial
statements.
H. 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.
12
GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
I. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500.
December 31, December 31,
2006 2005
------------ ------------
Assets available for benefits per the
financial statements $12,129,438 $11,546,899
Add: Adjustment from contract value
to fair value for interest in common
collective trusts relating to fully
benefit-responsive investment contracts. 18,960 11,450
---------- ----------
Assets available for benefits per the
Form 5500 $12,148,398 $11,558,349
========== =========
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.
December 31,
2006
------------
Total net investment gain from the General Motors
Savings Plan Master Trust per the financial statement $1,836,917
Add: Adjustment from contract value to fair value for
interest in common collective trusts relating to fully
benefit-responsive investment contracts 18,960
---------
Total investment income per the Form 5500 $1,855,877
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J. SUBSEQUENT EVENTS
o Effective January 1, 2007, the Corporation reinstated the GM matching
contributions at 50% for each dollar an Employee contributes up to 4%
of eligible base salary.
o Effective January 1, 2007, for Employees with a length of service date
on or after January 1, 2001, and who have completed six months of
service are eligible for both the 1% GM Benefit Contribution and a new
4% GM retirement contribution.
o Effective January 1, 2007 flexible service Employees with a length of
service date on or after January 1, 1993 are eligible to receive the
1% GM Benefit Contribution and a new 4% GM retirement 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.
o Effective January 1, 2007, for those eligible to receive GM
contributions (4% GM Retirement Contribution, 1% GM Benefit
Contribution, and any GM matching contributions) will be invested
based on each employee's discretionary elections in existence on the
date of such GM contributions. Participants who do not make
employee contributions and/or do not give direction regarding the
initial investment of the 4% GM Retirement Contribution or the 1% GM
Benefit Contribution, will have these contributions invested in the
Promark Income Fund (effective after 4:00 p.m.Eastern Time on June 29,
2007, such amounts will be invested in the Pyramis Strategic
Balanced investment option).
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Concluded
o Effective January 1, 2007 the vesting provision for employees with a
length of service date on or after January 1, 2007 was modified such
that GM contributions will vest upon completion of three years of
service. Individuals with a length of service date prior to January 1,
2007, who are not yet vested will continue to vest under the current
vesting schedule.
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 immediately after the close of business on June 29, 2007,
the following changes will be made to the Program:
o Certain investment options that are currently available in the
Program will be removed.
o Certain new investment options will be added.
o The investment options that are being removed will no longer be
available for participant contributions, loan repayments or
exchanges.
o Participant account balances (as well as contributions and loan
repayments) that are in the investment options that are being
removed will be transferred to other available options, subject to
the next sentence.
o Participant account balances that are in investment options that are
being removed and that assess short-term trading (redemption) fees
will be transferred to other available investment options after the
relevant holding period expires.
o The Pyramis Strategic Balanced investment option will become the
default option for certain contributions and loan repayments for
participants who have not designated other available investment
options for those amounts.
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GENERAL MOTORS SAVINGS-STOCK PURCHASE PROGRAM
FOR SALARIED EMPLOYEES IN THE UNITED STATES
Form 5500, SCHEDULE H, Part IV, Line 4i-
Schedule of Assets (Held at End of Year)
DECEMBER 31, 2006 (dollars in thousands)
Identity of Issuer, Borrower, Lessor or Similar Party Current Value
*Participant loans, maturing through
December 31, 2016 with rates ranging
from 4.0% and 9.5% $210,737
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* Denotes parties-in-interest
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