UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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ACT OF 1934
For the fiscal year ended December 31, 2002
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
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ACT OF 1934
For the transition period from to
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Commission file number 2-88284
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
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(Full title of the plan)
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Name of issuer of the securities held pursuant to
the plan and the address of its principal
executive offices)
Registrant's telephone number, including area code (313)-556-5000
Notices and communications from the Securities and
Exchange Commission relative to this report should
be forwarded to:
Peter R. Bible
Chief Accounting Officer
General Motors Corporation
300 Renaissance Center
Detroit, Michigan 48265-3000
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FINANCIAL STATEMENTS AND EXHIBIT
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(a) FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page No.
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The General Motors Personal Savings Plan for
Hourly-Rate Employees in the United States:
Independent Auditors' Report. . . . . . . . . . . . . . . 3
Statements of Assets Available for Benefits, as of
December 31, 2002 and 2001 . . . . . . . . . . . . . . 4
Statements of Changes in Assets Available for
Benefits for the Years Ended December 31, 2002 and 2001 5
Notes to Financial Statements . . . . . . . . . . . . . . 6
Supplemental schedules are omitted because of the
absence of the conditions under which they are
required.
(b) EXHIBIT
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Exhibit 23 - Independent Auditors' Consent . . . . . . . . . . 13
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.
The General Motors Personal
Savings Plan for Hourly-Rate
Employees in the United States
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(Name of Plan)
Date June 26, 2003 By:
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/s/G. Richard Wagoner, Jr.
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(G. Richard Wagoner, Jr., Chairman
of the Board of Directors)
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INDEPENDENT AUDITORS' REPORT
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The General Motors Personal Savings Plan
for Hourly-Rate Employees in the United States:
We have audited the accompanying statements of assets available for benefits of
The General Motors Personal Savings Plan for Hourly-Rate Employees in the United
States (the "Plan") as of December 31, 2002 and 2001, and the related statements
of changes in assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the assets available for benefits of the Plan as of December 31, 2002
and 2001, and the changes in assets available for benefits for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.
/s/DELOITTE & TOUCHE LLP
(Deloitte & Touche LLP)
Detroit, Michigan
June 5, 2003
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2002 AND 2001
2002 2001
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(Dollars in Thousands)
ASSETS:
Investment in the General Motors Savings
Plans Master Trust (Note D) $6,662,670 $7,304,000
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Total assets 6,662,670 7,304,000
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ASSETS AVAILABLE FOR
BENEFITS $6,662,670 $7,304,000
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Reference should be made to the Notes to Financial Statements.
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
2002 2001
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(Dollars in Thousands)
ADDITIONS-- PARTICIPANT CONTRIBUTIONS 434,857 450,221
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DEDUCTIONS:
Net investment losses from the General
Motors Savings Plans Master Trust(Note D) (687,414) (389,134)
Distributions to participants (377,960) (464,027)
Net Transfers (Note E) (10,813) (32,199)
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Total deductions (1,076,187) (885,360)
NET DECREASE (641,330) (435,139)
ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 7,304,000 7,739,139
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End of year 6,662,670 7,304,000
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Reference should be made to the Notes to Financial Statements.
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
A. THE PLAN
GENERAL - General Motors Corporation (the "Corporation" or "GM") and certain
unions have established The General Motors Personal Savings Plan for
Hourly-Rate Employees in the United States (the "Plan"), a defined
contribution plan. Generally, eligible hourly-rate full-time and part-time
employees may participate and accumulate savings under the Plan on the first
day of the first pay period following the attainment of seniority, as defined
in the Plan. The Investment Funds Committee of the Corporation's Board of
Directors acts as the Plan fiduciary and, along with various officers,
employees, and committees, with authority delegated from the Plan fiduciary,
controls and manages the operation and administration of the Plan subject to
the provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA). The following brief description of the Plan is provided for
general informational purposes only. Participants should refer to the Plan
document and prospectus for a complete description of the Plan's provisions.
PARTICIPANT CONTRIBUTIONS - An eligible participant employed by the
Corporation (an "Eligible Employee") may elect to make pre-tax contributions,
in 1% increments, up to 40% and 25% for 2002 and 2001, respectively, of
eligible weekly earnings up to the maximum IRS 401(k) limit of $11,000 and
$10,500 in 2002 and 2001 respectively. In addition, an Eligible Employee may
elect to contribute, in 1% increments, up to 100% of his or her profit
sharing distribution from the General Motors Profit Sharing Plan for
Hourly-Rate Employees in the United States to his or her account in the Plan.
Profit sharing amounts contributed to the Plan on behalf of an Eligible
Employee are invested in the same investment option(s) as selected by the
participant for weekly contributions to the Plan. Employee contributions vest
immediately. An Eligible Employee may also contribute to the Plan on an
after-tax basis, or a combination of a pre-tax and an after-tax basis up to
40% and 25% for 2002 and 2001, respectively, of weekly earnings as defined in
the Plan.
An Eligible Employee age 50 or older or who will attain age 50 by the end of
the calendar year, is eligible to make catch-up contributions to their
account. A catch-up contribution is a separate contribution election, that is
"pre-tax" only, and is made only after the participant's contributions have
been limited by the annual 401K contribution limit.
EMPLOYER CONTRIBUTIONS - For certain employees hired on or after January 1,
1994, the Corporation contributes an amount equal to a certain percent (based
on local units competitive hire agreements) of eligible weekly earnings to
such participants' accounts in the form of the Corporation's $1-2/3 par value
common stock. Such participants must be in the Plan for at least three years
to be vested in assets acquired with employer contributions, at which time
such assets may be transferred by the participant to other available
investment options. Forfeitures, if any, are used to offset future employer
contributions.
FUND EXCHANGES - Generally, each participant is entitled on any business day
on which the New York Stock Exchange is open ("Business Day") to exchange a
specified portion or all of his or her interest in any of the investment
options to other options offered under the Plan.
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
PARTICIPANT WITHDRAWALS - A participant may withdraw funds in their account
at any time after attaining age 59-1/2. Prior to age 59-1/2, employee
after-tax savings may be withdrawn at any time, however, tax deferred savings
may only be withdrawn because of termination of employment, retirement,
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 Plan. The
funds that represent a hardship distribution must conform to conditions
required by the Internal Revenue Service (the "IRS"). A participant who
receives a hardship distribution shall have his or her contributions to the
Plan suspended for 12 months following the distribution.
Certain costs of Plan administration are paid by the Corporation.
INVESTMENT OPTIONS - The participants must direct, in 10% increments, how
their contributions are to be invested. A description of each investment
option offered under the Plan follows:
General Motors Common Stock Funds: $1-2/3 Par Value and Class H, $0.10 Par
Value - Under these investment options, contributions are invested by the
Trustee primarily in the respective General Motors common stock. Each unit
represents a proportionate interest in all of the assets of the respective GM
Common Stock Fund. The number of units credited to each participant's account
within an applicable plan will be determined by the amount of the
participant's contributions and the purchase price of a unit in the
respective GM Common Stock Fund. The value of each participant's account is
determined each Business Day by the number of units to the participant's
credit, multiplied by the current unit value. The return on a participant's
investment is based on the value of units, which, in turn, is determined by
the market price of the respective GM common stock, the amount of any
dividends paid thereon, and by interest earned on short-term investments held
by each fund.
Each participant directs the Trustee how to vote common stock shares
allocated to his or her account. The Trustee will not exercise voting rights
with respect to those shares for which direction has not been received by the
required deadline.
Promark Funds - There are seventeen Promark funds as investment options for
participants in the Plan. These funds have a variety of investment
strategies, and the funds are managed by General Motors Trust Company (GMTC),
a wholly-owned subsidiary of General Motors Corporation, and a
party-in-interest. GMTC selects and monitors investment advisors for each
fund. Participants should refer to the Plan's prospectus for further
information regarding the investment strategy of each investment fund option
and the risks associated with each investment fund option.
Assets invested in the Promark funds are expressed in terms of units. The
number of units credited to a participant's account within an applicable plan
will be 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.
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
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 EDS common stock
held by the Plan will be invested in an 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.
Raytheon Class A Common Stock Fund - Effective December 17, 1997, GM spun-off
the defense electronics business of Hughes Electronics Corporation, a GM
subsidiary (Hughes Defense), to holders of GM $1-2/3 par value and Class H
common stock, which was immediately followed by the merger of Hughes Defense
with Raytheon Company. In connection with the above transaction, Raytheon
Class A common stock was distributed to holders of GM $1-2/3 par value and
Class H common stocks.
Such distribution required the addition of the Raytheon Class A Common Stock
Fund as an investment option. The Raytheon Class A Common Stock Fund was an
investment option through December 31, 2002. No new contributions or
exchanges from any other investment options into the Raytheon Class A Common
Stock Fund are permitted. Dividends, if any, paid on Raytheon Class A common
stock held by the Plan will be invested in an Income Fund investment option
prior to allocation to participant's accounts.
Assets held in this fund are expressed in terms of units and not shares of
stock. Each unit represents a proportionate interest in all of the assets of
this fund. The value of each participant's account is determined each
Business Day by the number of units to the participant's credit, multiplied
by the current unit value. The return on a participant's investment is based
on the value of units, which, in turn, is determined by the market price of
the Raytheon Class A common stock and by the interest earned on short-term
investments held by the fund.
Delphi Common Stock Fund - On May 28, 1999, GM 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.
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 the interest earned on short-term investments held
by the fund.
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
GM has chosen to invest the General Motors Common Stock Funds, the EDS Common
Stock Fund, the Raytheon Class A 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 - Once each year, eligible participants may borrow from
their plan accounts. The amount and term of the loans are limited under the
Plan. The loan interest rate will be established once each quarter at a rate
equal to the prevailing prime lending rate as of the last Business Day of the
previous quarter. 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 participants'
accounts. Balances of participant loans were $405,991,149 and $419,050,319
for 2002 and 2001, respectively.
B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed in the preparation of the
accompanying financial statements are as follows:
oThe financial statements of the Plan are prepared under accounting
principles generally accepted in the United States of America using the
accrual method of accounting.
oInvestments are stated at fair value, except for 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 made under the investment contracts, plus interest, less
withdrawals or administrative expenses charged by the issuer of the
contract.
oSecurity transactions are recorded on the trade date.
oInvestment income is recognized as earned based on the terms of the
investments and the periods during which the investments are owned by the
Plan.
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 amounts reported
therein. Due to the inherent uncertainty involved in making estimates, actual
results reported in future periods may differ from those estimates. The Plan
utilizes 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 that such changes
could materially affect the amounts reported in the financial statements.
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
C. INVESTMENTS
All of the investments in the Program are held in the General Motors Savings
Plans 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 guaranteed investment contracts ("contracts") owned by the Plan and held
in the Master Trust matured during 2002 and no additional contracts were
purchased during 2002. The average annualized yield on the contracts for the
period held during 2002 and for the year ended December 31, 2001 was 6.41%
and 3.7%, respectively. The fair value of the contracts owned by the Plan and
held in the Master trust as of December 31, 2001 approximated contract value.
The weighted average of the annualized crediting interest rate for the
contracts for the period held during 2002 and for the year ended December 31,
2001 was 6.37% and 6.4%, respectively.
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.
Employee benefit plans participating in the Master Trust as of December 31,
2002 include the following:
o General Motors Savings-Stock Purchase Program for Salaried Employees in
the United States
o General Motors Personal Savings Plan for Hourly-Rate Employees in the
United States
o Saturn Individual Savings Plan for Represented Members
o General Motors Income Security Plan for Hourly-Rate Employees
Each participating employee benefit plan has an undivided interest in the net
assets and changes therein of each of the Master Trust investment options in
which the respective plan participates.
The net investment income of the commingled Master Trust investment funds
(the GM Common Stock Funds, the EDS Common Stock Fund, the Raytheon Class A
Common Stock Fund, the Delphi 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.
As of December 31, 2002 and 2001, the Plan had approximately a 38% and 36%
interest in the Master Trust, respectively.
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Continued
The net assets available for benefits of all participating plans in the
Master Trust at December 31, 2002 and 2001 are summarized as follows (dollars
in thousands):
ASSETS: 2002 2001
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Investments:
General Motors Corporation $1-2/3 par
value common stock $2,799,227 $3,276,889
General Motors Corporation Class H
$0.10 par value common stock 444,377 641,826
Electronic Data Systems common stock 52,182 213,904
Delphi Corporation common stock 172,688 323,553
Raytheon Class A common stock 79,089 92,154
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Total Common Stock 3,547,563 4,548,326
Mutual funds 4,954,961 6,360,525
Common and collective trusts 8,336,148 7,244,303
Guaranteed investment contracts 0 886,307
Loan funds 681,457 723,272
Fixed income fund 0 447,355
Other 40 25,961
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Total investments 17,520,169 20,236,049
Receivables:
Accrued investment income 25 316
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Total receivables 25 316
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Total assets 17,520,194 20,236,365
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LIABILITIES:
Due to broker for securities purchased 1,331 1,322
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NET ASSETS AVAILABLE FOR BENEFITS 17,518,863 20,235,043
========== ==========
The total investment earnings of all participating plans in the Master Trust
for the years ended December 31, 2002 and 2001 are summarized as follows
(dollars in thousands):
2002 2001
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Interest $49,170 $61,216
Dividends 145,357 137,147
Net (depreciation) appreciation in fair
value of investments:
General Motors Corporation $1-2/3 par
value common stock (760,290) (103,711)
Mutual funds (1,140,939) (1,208,360)
Common and collective trusts (501,491) (363,975)
Other (110,426) 176,462
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Total net depreciation (2,513,146) (1,499,584)
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Total investment losses $(2,318,619) $(1,301,221)
========= =========
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THE GENERAL MOTORS PERSONAL SAVINGS PLAN
FOR HOURLY-RATE EMPLOYEES IN THE UNITED STATES
NOTES TO FINANCIAL STATEMENTS - Concluded
E. TRANSFER TO DELPHI
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 Personal Savings Plan (the "Delphi
Plan"), modeled after the GM Plan. On May 28, 1999, for those employees whom
elected to do so, assets representing Delphi participants' holdings in the GM
Plan were transferred and reinvested under the corresponding investment
options in the Delphi Plan. As a result of the separation, the Delphi Plan
was separated from the GM Plan, and is now administered by Delphi as a
separate plan. During 2001 and 2002 additional participants elected to
transfer their holdings between the Delphi and GM Plans resulting in a net
transfer out of the GM Plan of approximately $10.8 and $32.2 million for 2002
and 2001 respectively.
F. TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Corporation has the
right to terminate the Plan subject to the provisions of ERISA. Such
termination of the Plan, if any, would not affect a participant's interest in
assets already in the Plan.
G. FEDERAL INCOME TAXES
By letter dated May 23, 2000, the Internal Revenue Service has determined and
informed the Corporation that the Plan is a tax-qualified employee benefit
plan, meeting the requirements of Sections 401(a) and 401(k) 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 Plan's fiduciary and tax counsel
believe that the Plan 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 Plan's financial statements.
H. 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.
I. SUBSEQUENT EVENTS
Effective June 1, 2003, a redemption fee charging participants 1% of the
value of any units redeemed within 30 days of being acquired will be assessed
on Promark International Equity or Promark Emerging Market Equity funds.
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