-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KYkFnNjDa1u4PO1t291m8qMqiXHezz71QUjf4VW6dvfi36VhhsGTyrC1TGx4NAZA mYhXIQRfF+wH0VOna4Ohsg== 0000040730-99-000055.txt : 19990625 0000040730-99-000055.hdr.sgml : 19990625 ACCESSION NUMBER: 0000040730-99-000055 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981130 FILED AS OF DATE: 19990601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-00143 FILM NUMBER: 99638406 BUSINESS ADDRESS: STREET 1: 100 RENAISSANCE CTR CITY: DETROIT STATE: MI ZIP: 48265-1000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 3044 W GRAND BOULEVARD CITY: DETROIT STATE: MI ZIP: 48202-3091 11-K 1 HUGHES PLAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549-1004 FORM 11-K X ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the fiscal year ended November 30, 1998 ----------------- OR TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE - --- ACT OF 1934 For the transition period from to --------------------- --------------------- Commission file number 33-4663 ------- THE HUGHES NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN THE HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN Hughes Electronics Corporation 200 N. Sepulveda Blvd. El Segundo, California 90245-0956 ---------------------------------- (Full titles and address of the plans) General Motors Corporation 100 Renaissance Center, Detroit, Michigan 48265-1000 ---------------------------------------------------- (Name of issuer of the securities held pursuant to the plans 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 100 Renaissance Center Detroit, Michigan 48265-1000 - 1 - FINANCIAL STATEMENTS AND EXHIBIT - --------------------------------- (a) FINANCIAL STATEMENTS -------------------- The Hughes Non-Bargaining Employees Thrift and Savings Plan ("Non-Bargaining Plan") and the Hughes Bargaining Employees Thrift and Savings Plan ("Bargaining Plan"). Page No. -------- Independent Auditors' Report............................... 5 Financial Statements: -------------------- Statements of Net Assets Available for Benefits by Plan as of November 30, 1998 and 1997................................ 6 Statements of Changes in Net Assets Available for Benefits by Plan for the years ended November 30, 1998 and 1997..... 8 Notes to Financial Statements................................ 10 Supplemental Schedules Omitted ------------------------------ Supplemental schedules are omitted because of the absence of conditions under which they are required. (b) EXHIBIT ------- Exhibit 23 - Consent of Independent Auditors................. 20 - 2 - SIGNATURE The Non-Bargaining Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Hughes Non-Bargaining Employees Thrift and Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Hughes Non-Bargaining Employees Thrift and Savings Plan -------------------------- (Name of Plan) Date: June 1, 1999 By /s/Sandra L. Harrison ----------------------- (Sandra L. Harrison, Chairman, Administrative Committee) - 3 - SIGNATURE (continued) The Bargaining Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Hughes Bargaining Employees Thrift and Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Hughes Bargaining Employees Thrift and Savings Plan -------------------------- (Name of Plan) Date: June 1, 1999 By /s/Sandra L. Harrison ----------------------- (Sandra L. Harrison, Chairman, Administrative Committee) - 4 - INDEPENDENT AUDITORS' REPORT - ---------------------------- Hughes Electronics Corporation Employees' Thrift and Savings Plans: We have audited the accompanying Statements of Net Assets Available for Benefits by Plan of the Hughes Non-Bargaining Employees Thrift and Savings Plan, and the Hughes Bargaining Employees Thrift and Savings Plan (collectively, the "Plans") as of November 30, 1998 and 1997 and the related Statements of Changes in Net Assets Available for Benefits by Plan for the years then ended. These financial statements are the responsibility of the Plans' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plans at November 30, 1998 and 1997 and the changes in their net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Los Angeles, California May 21, 1999 - 5 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN NOVEMBER 30, 1998 NON-BARGAINING BARGAINING TOTAL -------------- ---------- ----- (Dollars in Thousands) INVESTMENT IN HUGHES MASTER TRUST: Hughes Equity Fund $1,323,596 $67,252 $1,390,848 Hughes Fixed Income Fund 597,958 37,623 635,581 GM Class H Common Stock Fund 334,836 19,484 354,320 Hughes Balanced Fund 450,070 13,646 463,716 Raytheon Class A Common Stock Fund 179,100 10,333 189,433 Fidelity Fund 9,789 134 9,923 Fidelity Puritan Fund 4,902 67 4,969 Fidelity Contrafund 9,005 69 9,074 Fidelity Equity Income Fund 5,939 187 6,126 Fidelity Growth Company Fund 2,643 56 2,699 Fidelity Intermediate Bond Fund 4,553 24 4,577 Fidelity OTC Portfolio Fund 5,189 151 5,340 Fidelity Overseas Fund 1,621 4 1,625 Fidelity Blue Chip Fund 20,958 675 21,633 Fidelity Disciplined Equity Fund 3,925 81 4,006 Fidelity Low Priced Stock Fund 6,078 20 6,098 Fidelity Worldwide Fund 788 10 798 Fidelity Diversified Int'l Fund 4,489 244 4,733 Fidelity Dividend Growth Fund 44,405 1,132 45,537 Fidelity Mid-Cap Stock Fund 3,819 167 3,986 Fidelity Freedom Income Fund 1,289 155 1,444 Fidelity Freedom 2000 Fund 3,087 422 3,509 Fidelity Freedom 2010 Fund 2,921 149 3,070 Fidelity Freedom 2020 Fund 2,385 71 2,456 Fidelity Freedom 2030 Fund 1,015 126 1,141 Fidelity US Bond Index Fund 14,229 398 14,627 Fidelity US Equity Index Fund 14,695 170 14,865 Loan Fund 39,070 7,148 46,218 ---------- ---------- --------- TOTAL 3,092,354 159,998 3,252,352 CONTRIBUTIONS RECEIVABLE: Employee 1,199 93 1,292 Employer 516 70 586 --------- ---------- --------- NET ASSETS AVAILABLE FOR BENEFITS $3,094,069 $160,161 $3,254,230 ========== ========== ========= - 6 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN NOVEMBER 30, 1997 THRIFT CALIFORNIA TUCSON AND SALARIED HOURLY BARGAINING SAVINGS TOTAL ---------- ---------- ---------- ------- ---------- (Dollars in Thousands) INVESTMENT IN HUGHES MASTER TRUST: Hughes Equity Fund $2,180,430 $80,704 $27,386 $11,000 $2,299,520 Hughes Fixed Income Fund 949,018 50,756 14,646 3,636 1,018,056 GM Class H Common Stock Fund 937,605 36,371 16,972 11,504 1,002,452 Hughes Balanced Fund 693,395 15,610 5,350 4,829 719,184 Loan Fund 107,214 10,904 6,012 1,263 125,393 ---------- -------- ------- ------- ---------- TOTAL 4,867,662 194,345 70,366 32,232 5,164,605 CONTRIBUTIONS RECEIVABLE: Employee 12,997 663 256 258 14,174 Employer 4,732 326 124 93 5,275 ---------- -------- ------- ------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $4,885,391 $195,334 $70,746 $32,583 $5,184,054 ========== ======== ======= ======= ========== See notes to financial statements. - 7- HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
FOR THE YEAR ENDED NOVEMBER 30, 1998 THRIFT CALIFORNIA TUCSON AND NON- SALARIED HOURLY BARGAINING SAVINGS BARGAINING BARGAINING TOTAL ---------- ---------- ---------- ------- ---------- ---------- --------- (Dollars in Thousands) INVESTMENT ACTIVITIES: Net investment income (loss) from the Master Trust $589,401 $23,026 $6,099 $4,506 $(5,671) $(1,753) $615,608 -------- --------- --------- ------- --------- --------- -------- OTHER ACTIVITIES INCREASE (DECREASE): Employee contributions 40,145 3,063 176 202 32,910 3,321 79,817 Employer contributions 17,468 1,396 90 79 12,041 1,005 32,079 Benefit payments (2,377,736) (79,274) (59,582) (17,019) (121,687) (2,030) (2,657,328) Plan Transfer (3,154,669) (143,545) (17,529) (20,351) 3,176,476 159,618 - ---------- -------- -------- ------- --------- -------- -------- INCREASE (DECREASE) (5,474,792) (218,360) (76,845) (37,089) 3,099,740 161,914 (2,545,432) ---------- -------- -------- ------- --------- -------- -------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS (4,885,391) (195,334) (70,746) (32,583) 3,094,069 160,161 (1,929,824) NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 4,885,391 195,334 70,746 32,583 5,184,054 ---------- -------- -------- ------- --------- -------- --------- END OF THE YEAR $ - $ - $ - $ - $3,094,069 $160,161 $3,254,230 ========== ======== ======== ======= ========= ======== =========
See notes to financial statements. - 8- HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN FOR THE YEAR ENDED NOVEMBER 30, 1997 THRIFT CALIFORNIA TUCSON AND SALARIED HOURLY BARGAINING SAVINGS TOTAL ---------- ---------- ---------- ------- ---------- (Dollars in Thousands) INVESTMENT ACTIVITIES: Net investment income from the Master Trust $773,056 $24,488 $11,863 $5,729 $815,136 ---------- -------- ------- ------- ---------- OTHER ACTIVITIES INCREASE (DECREASE): Employee contributions 194,008 9,338 3,099 3,941 210,386 Employer contributions 81,988 4,426 1,525 1,221 89,160 Benefit payments (303,879) (12,811) (6,401) (3,504) (326,595) ---------- -------- ------- ------- ---------- INCREASE (DECREASE) (27,883) 953 (1,777) 1,658 (27,049) ---------- -------- ------- ------- ---------- INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 745,173 25,441 10,086 7,387 788,087 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF PERIOD 4,140,218 169,893 60,660 25,196 4,395,967 ---------- -------- ------- ------- ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF PERIOD $4,885,391 $195,334 $70,746 $32,583 $5,184,054 ========== ======== ======= ======= ========== See notes to financial statements. - 9 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS NOTES TO FINANCIAL STATEMENTS NOTE 1. PLAN DESCRIPTION AND RELATED INFORMATION Description of the Plan - As of November 30, 1997 the financial statements comprised the accounts of the Hughes Salaried Employees' Thrift and Savings Plan (the "Salaried Plan"), the Hughes California Hourly Employees' Thrift and Savings Plan (the "California Hourly Plan"), the Hughes Tucson Bargaining Employees' Thrift and Savings Plan (the "Tucson Bargaining Plan"), and the Hughes Thrift and Savings Plan (the "Thrift and Savings Plan"). During the year ended November 30, 1998, an amendment to and comprehensive restatement of the California Hourly Plan was executed which created the Hughes Bargaining Employees' Thrift and Savings Plan (the "Bargaining Plan"). On June 1, 1998 the Tucson Bargaining Plan was merged into the Bargaining Plan. There was also an amendment to and comprehensive restatement of the Salaried Plan which created the Hughes Non-Bargaining Employees' Thrift and Savings Plan (the "Non-Bargaining Plan"). On June 1, 1998 the Thrift and Savings Plan was merged into the Non-Bargaining Plan. Therefore, at November 30, 1998, the financial statements comprise the accounts of the Bargaining Plan and the Non-Bargaining Plan (collectively, the "Plans"). Plan Administration - the Plans are administered by Administrative Committees whose members are appointed by Hughes Electronics Corporation (the "Company" or "Hughes"), a wholly owned subsidiary of General Motors Corporation ("GM"). The Trustee of the Plans is Bankers Trust Company ("Bankers Trust"). Additional Plan information is provided to the participants by the Company in the form of Summary Annual Reports. The Plans' expenses are paid by the plan participants, as provided by the Plan documents. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Plans participate in the Hughes Electronics Corporation Savings Plan Master Trust (the "Master Trust"). Basis of Acounting - The financial statements of the Plans are prepared on the accrual basis of accounting. Investments - The Plans' investments in the Master Trust are presented at estimated fair value, which has been determined based on the fair value of the investments of the Master Trust. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes - The Internal Revenue Service has ruled that the Plans are qualified under Section 401 of the Internal Revenue Code (the "Code") and are, therefore, not subject to Federal income taxes under present income tax laws. Accordingly, no provision for Federal income taxes has been made in the accompanying financial statements. Contributions by participants made on a "pre-tax" basis, the Company's matching contributions, and the earnings thereon are not subject to Federal income taxes to the participants until distributed from the Plans. NOTE 3. PLAN PARTICIPATION All employees of the Company and its domestic subsidiaries that have adopted the respective Plans are eligible to participate in the Plans after 90 days of continuous employment. The Plans provide that eligible employees electing to become participants may contribute amounts within specified ranges through payroll deductions. The participants may direct these contributions to any of the 27 investment funds included in the Master Trust described in Note 6. The Company contributes to the Class H Common Stock Fund an amount equal to 100% of the individual employee's contribution up to 4% of the employee's compensation, subject to certain limitations. - 10 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS Participants in the Non-Bargaining Plan and Bargaining Plan are vested in the Company's contributions after two full plan years after the plan year in which contributions are made to their accounts. Participants become fully vested after five years of service. Forfeited Company contributions are used to reduce future Company contributions to the Plans. Forfeitures during the years ended November 30, 1998 and 1997 were $460,821 and $722,629, respectively. The Company reserves the right to terminate the Plans at any time. Upon such termination, the participants' rights to the Company's contributions vest immediately, and the account balances are to be fully paid to the participants. NOTE 4. PARTICIPANT LOANS Each Plan allows participants to borrow from their vested account balances, subject to certain limitations. The loans bear interest at 1% over the Prime Rate as published in the Eastern edition of The Wall Street Journal (which is fixed at the inception of the loan), and maturities may not exceed four years. The loans (which are accounted for in the Loan Fund) are deducted from the participants' vested account balances using a source hierarchy. The funds are withdrawn from sources in the following order: old after-tax employee contributions, new after-tax employee contributions, pre-tax employee contributions, rollover contributions, company match unrestricted, and company match restricted. Funds are withdrawn pro-rata from the funds for each source. Loan repayments are reinvested in the inverse order of the sources that the loan was redeemed from and into the funds based on current investment mixes. NOTE 5. BENEFITS TO WITHDRAWING PARTICIPANTS Net assets available for benefits include the following amounts which will be paid to participants who are withdrawing from the Plans: Plan 1998 1997 - ------------------ ------- ------- (Dollars in Thousands) Non-Bargaining $ 2,385 $ - Bargaining 150 - Salaried - 13,930 California Hourly - 371 Tucson Bargaining - 385 Thrift and Savings - 92 --------- ------- Total $ 2,535 $ 14,778 ========= ======= - 11 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS NOTE 6. INFORMATION CONCERNING THE MASTER TRUST The Master Trust was created pursuant to a trust agreement between Hughes and Bankers Trust, as trustee of the funds, to permit the commingling of trust assets of the Plans and certain other employee benefit plans of the Company, for investment and administrative purposes. Each participating employee benefit plan has an interest in the net assets of the Master Trust and changes therein. The assets of the trust are held by Bankers Trust. Investments of the Master Trust are managed by independent investment advisors, with the exception of one account in the Hughes Fixed Income Fund managed directly by a subsidiary of the Company which also performs certain other duties in relation to the oversight of the investments of the plans (with asset values at November 30, 1998 and 1997 of approximately $515,689,000 and $682,872,000, respectively). Investment management fees paid by the Plans to the subsidiary for the account it manages were as follows: Plan 1998 1997 - ---------------------------------- ---- ---- (Dollars in Thousands) Non-Bargaining $397 $ - Bargaining 25 - Salaried - 461 California Hourly - 25 Tucson Bargaining - 7 Thrift and Savings - 2 ---- ---- Total investment management fees $422 $495 ==== ==== The Master Trust is composed of 28 funds: the Hughes Equity Fund- invests primarily in equity securities; the Hughes Fixed Income Fund- invests in certificates of deposit, short-term corporate debt and government securities, and contracts with insurance companies providing a guarantee of principal (backed by assets of the insurance company) and a specified rate of interest; the GM Class H Common Stock Fund- invests in or holds shares of GM Class H Common Stock; the Hughes Balanced Fund- invests primarily in Equity and Debt Index Funds managed by Mellon Capital; the Raytheon Class A Common Stock Fund- invests in or holds shares of Raytheon Class A Common Stock; the Fidelity Fund- invests in equity securities; the Fidelity Puritan Fund- invests in high yielding equity and debt securities; the Fidelity Contrafund- invests in securities of companies experiencing positive fundamental change such as new management team or product launch; the Fidelity Equity Income Fund- invests at least 65% of total assets in income-producing equity securities; the Fidelity Growth Company Fund- invests primarily in common stock of companies; the Fidelity Intermediate Bond Fund- invests in grade debt securities while maintaining an average maturity of 3 to 10 years; the Fidelity OTC Portfolio Fund- invests mainly in equity securities traded on the over-the-counter market; the Fidelity Overseas Fund- invests primarily in common stocks from issuers outside the U.S.; the Fidelity Blue Chip Fund- invests mainly in common stock of well-known and established companies; the Fidelity Disciplined Equity Fund- invests at least 65% of fund's total asset in common stocks of domestic or foreign issuers; the Fidelity Low Priced Stock Fund- invests mainly in low-priced common stocks ($35 or less at time of purchase); the Fidelity Worldwide Fund- invests primarily in common stocks of foreign issuers selected using computer-aided, quantitative analysis supported by fundamental analysis; the Fidelity Diversified International Fund- invests primarily in stocks of companies located outside the U.S. that are included in the Morgan Stanley EAFE Index; the Fidelity Dividend Growth Fund- invests in equity securities of companies that have the potential to increase their current dividend; the Fidelity Mid-Cap Stock Fund- invests in equity securities of companies with medium market capitalizations; the Fidelity Freedom Income - 12 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS Fund- invests in a combination of Fidelity funds; the Fidelity Freedom 2000 Fund- invests in a combination of Fidelity equity, fixed-income and money market funds targeted to investors expected to retire around 2000; the Fidelity Freedom 2010 Fund- invests in a combination of Fidelity equity, fixed-income and money market funds targeted to investors expected to retire around 2010; the Fidelity Freedom 2020 Fund- invests in a combination of Fidelity equity, fixed-income and money market funds targeted to investors expected to retire around 2020; the Fidelity Freedom 2030 Fund- invests in a combination of Fidelity equity, fixed-income and money market funds targeted to investors expected to retire around 2030; the Fidelity US Bond Index Fund- invests in a mix of securities designed to match the aggregate Bond Index's performance; the Fidelity Equity Index Fund- invests primarily in common stocks of the 500 companies that make up the S&P 500; and the Loan Fund, representing outstanding loans from employees who are participants in the Plans. Each Plan's share in the Master Trust's net assets is based upon the participant units and fund values (described below) of the participants in the Plan. The investment return of the Master Trust is allocated to the participating Plans based on the relative proportion of each Plan's net assets available for benefits in each fund. Participants may elect to have their contributions invested in proportionate shares of each such fund. The assets of the Trust are held by Bankers Trust. - 13 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS The following schedules summarize the net assets and net investment income of the Master Trust. a) NET ASSETS OF THE MASTER TRUST NOVEMBER 30, 1998 TOTAL ------ (Dollars in thousands) INVESTMENTS: Short-Term Investment Funds $145,221 Certificates of Deposit 124,922 Short-Term US Govt. obligations - Long-Term US Govt. obligations - Short-Term Corporate Obligations 317,717 Long-Term Corporate Obligations - Common Stock 982,419 Common Stocks-GM Class H 354,474 Pooled investments 554,738 Preferred stock 4,798 Insurance contracts 75,104 Mutual Funds 172,236 Loan receivables 45,922 from participants Other 463,183 --------- Total investments 3,240,734 Dividends and interest Receivable 8,981 Receivable for Securities sold 8,054 Payable for securities Purchased (3,928) Contributions Receivables 1,878 Other (1,489) ------- NET ASSETS OF THE MASTER TRUST $3,254,230 ========= - 14 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS a) NET ASSETS OF THE MASTER TRUST NOVEMBER 30, 1997 TOTAL ---------- (Dollars in Thousands) INVESTMENTS: Short-term investment funds $328,503 Certificates of deposit 149,956 Short-term United States Government obligations - Long-term United States Government obligations - Short-term corporate obligations 561,852 Long-term corporate obligations - Common stocks 1,199,196 Common Stock- GM Class H 987,587 Pooled investments 978,025 Preferred stock 2,623 Insurance contracts 87,418 Loan receivable from participants 127,026 Other 717,334 ---------- Total investments 5,139,520 Dividends and interest receivable 148,008 Receivable for securities sold 11,793 Interfund accounts - Payable for securi- ties purchased (132,019) Contributions receivable 19,449 Other (2,697) --------- NET ASSETS OF THE MASTER TRUST $5,184,054 ========== - 15 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS b) MASTER TRUST NET INVESTMENT INCOME
FOR THE YEAR ENDED NOVEMBER 30, 1998 HUGHES GM RAYTHEON HUGHES FIXED CLASS H HUGHES CLASS A FIDELITY EQUITY INCOME COMMON BALANCED COMMON FIDELITY PURITAN FIDELITY FUND FUND STOCK FUND FUND STOCK FUND FUND FUND CONTRAFUND -------- -------- ---------- -------- ---------- -------- -------- ---------- (Dollars in Thousands) INVESTMENT INCOME AND EXPENSES: Interest and other Income $ - $26,176 $ 297 $28,809 $ 103 $ 173 $ 249 $ - Dividends 18,110 2,960 Net change in fair value of investments 334,129 16,876 107,652 87,428 (11,283) 75 (146) (199) Investment management and trustee fees (2,776) (810) (343) (705) (128) --------- ------- ------- ------- ------- ------- ------- ------- NET INVESTMENT INCOME $349,463 $42,242 $107,606 $115,532 $(8,348) $ 248 $ 103 $ (199) ========= ======= ======= ======= ======= ======= ======= =======
FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY EQUITY GROWTH INTERMED. OTC FIDELITY BLUE DISCIPL. LOW INCOME COMPANY BOND PORTFOLIO OVERSEAS CHIP EQUITY PRICED FUND FUND FUND FUND FUND FUND FUND FUND -------- -------- -------- -------- -------- -------- -------- ---------- INVESTMENT INCOME AND EXPENSES: Interest and other income $ 13 $ - $ 85 $ 77 $ - $ 441 $ - $ 234 Dividends Net change in fair value of investments 75 47 (7) 163 97 433 (34) (270) Investment management and trustee fees (1) (6) --------- ------- ------- ------- ------- ------- ------- ------- NET INVESTMENT INCOME $ 88 $ 47 $ 78 $ 240 $ 97 $ 873 $ (34) $ (42) ========= ======= ======= ======= ======= ======= ======= =======
- 16 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS b) MASTER TRUST NET INVESTMENT INCOME FOR THE YEAR ENDED NOVEMBER 30, 1998
FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY FIDELITY DIVERS. DIVIDEND MID-CAP FREEDOM FREEDOM FREEDOM FREEDOM WORLDWIDE INT'L GROWTH STOCK INCOME 2000 2010 2020 FUND FUND FUND FUND FUND FUND FUND FUND -------- -------- -------- -------- -------- -------- -------- ---------- INVESTMENT INCOME AND EXPENSES: Interest and other income $ - $ - $ 1,258 $ - $ 24 $ - $ - $ - Dividends Net change in fair value of investments (147) (109) 573 (37) 27 110 47 31 Investment management and trustee fees (1) --------- ------- ------- ------- ------- ------- ------- ------- NET INVESTMENT INCOME $ (147) $ (109) $ 1,830 $ (37) $ 51 $ 110 $ 47 $ 31 ========= ======= ======= ======= ======= ======= ======= =======
FIDELITY FIDELITY FIDELITY FREEDOM US BOND US EQUITY 2030 INDEX INDEX LOAN FUND FUND FUND FUND TOTAL -------- -------- -------- -------- -------- INVESTMENT INCOME AND EXPENSES: Interest and other income $ - $ 259 $ - $ 4,715 $62,913 Dividends 21,070 Net change in fair value of investments 22 151 692 536,396 Investment management and trustee fees (1) (4,771) --------- ------- ------- ------- ------- NET INVESTMENT INCOME $ 22 $ 409 $ 692 $ 4,715 $615,608 ========= ======= ======= ======= ======= - 17 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS b) MASTER TRUST NET INVESTMENT INCOME FOR THE YEAR ENDED NOVEMBER 30, 1997
HUGHES GM CLASS HUGHES FIXED H COMMON HUGHES EQUITY INCOME STOCK BALANCED LOAN FUND FUND FUND FUND FUND TOTAL -------- -------- ------- -------- ------ --------- (Dollars in Thousands) INVESTMENT INCOME AND EXPENSES: Interest and other income $ - $63,452 $523 $206,867 $8,586 $279,428 Dividends 20,960 - 15,062 - - 36,022 Net change in fair value of investments 448,580 (9,819) 147,471 (76,542) - 509,690 Investment management and trustee fees (5,103) (1,592) (597) (2,712) - (10,004) -------- ------- -------- ------- ------ -------- NET INVESTMENT INCOME $464,437 $52,041 $162,459 $127,613 $8,586 $815,136 ======== ======= ======== ======= ====== ========
- 18 - HUGHES ELECTRONICS CORPORATION EMPLOYEES' THRIFT AND SAVINGS PLANS Note 7. Spin-off On December 17, 1997, General Motors completed the restructuring of its Hughes Electronics subsidiary, including the spin-off and merger of its defense unit with the Raytheon Company. As part of the restructuring, the Plan participants' GM Class H common stock was converted to two new classes of stock, new GM Class H and Raytheon Class A. The defense unit Plan participants were given the opportunity to elect a voluntary transfer to another qualified defined contribution plan maintained by the Raytheon Company, ending with the valuation date of the fifth full month following the spin-off merger. - 19 - EX-23 2 AUDITORS CONSENT EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS GENERAL MOTORS CORPORATION: We hereby consent to the incorporation by reference in Registration Statement No. 333-76441 on Form S-8 of our report dated May 21, 1999 appearing in this Annual Report on Form 11-K of the Hughes Non-Bargaining Employees Thrift and Savings Plan and the Hughes Bargaining Employees Thrift and Savings for the year ended November 30, 1998. /s/DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Los Angeles, California June 1, 1999 - 20 - -----END PRIVACY-ENHANCED MESSAGE-----