l:\secfiles\11_k\hac_95\t&s_plan.doc17
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, 1995
-----------------
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
-------
HUGHES SALARIED EMPLOYEES' THRIFT AND SAVINGS PLAN
HUGHES CALIFORNIA HOURLY EMPLOYEES' THRIFT AND SAVINGS PLAN
HUGHES TUCSON BARGAINING EMPLOYEES' THRIFT AND SAVINGS PLAN
HUGHES THRIFT AND SAVINGS PLAN
Hughes Electronics Corporation
7200 Hughes Terrace
Los Angeles, California 90045
--------------------------------------
(Full titles and address of the plans)
General Motors Corporation
767 Fifth Avenue, New York, New York 10153-0075
3044 West Grand Blvd., Detroit, Michigan 48202-3091
---------------------------------------------------
(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:
James H. Humphrey
Chief Accounting Officer
General Motors Corporation
3044 West Grand Blvd.
Detroit, Michigan 48202-3091
- 1 -
<PAGE>
FINANCIAL STATEMENTS AND EXHIBIT
- ---------------------------------
(a) FINANCIAL STATEMENTS
--------------------
Hughes Salaried Employees' Thrift and Savings Plan ("Salaried"), Hughes
California Hourly Employees' Thrift and Savings Plan ("California Hourly"),
Hughes Tucson Bargaining Employees' Thrift and Savings Plan ("Tucson
Bargaining"), and Hughes Thrift and Savings Plan ("Thrift and Savings")
(collectively, the "Hughes Electronics Corporation Employees' Thrift and Savings
Plans" or the "Plans").
Page No.
--------
Independent Auditors' Report............................... 7
Financial Statements:
--------------------
Statements of Net Assets Available for Benefits by Plan as of
November 30, 1995 and 1994................................ 8
Statements of Changes in Net Assets Available for Benefits
by Plan for the years ended November 30, 1995 and 1994..... 9
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................. 17
- 2 -
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Hughes Salaried Employees' Thrift and Savings Plan has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Hughes Salaried Employees'
Thrift and Savings Plan
--------------------------
(Name of Plan)
Date: May 24, 1996 By
/s/T. G. Westerman
-----------------------
(T. G. Westerman,
Chairman, Administrative
Committee)
- 3 -
<PAGE>
SIGNATURE (continued)
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Hughes California Hourly Employees' Thrift and Savings Plan has duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Hughes California Hourly
Employees' Thrift and Savings Plan
--------------------------
(Name of Plan)
Date: May 24, 1996 By
/s/T. G. Westerman
------------------------
(T. G. Westerman,
Chairman, Administrative
Committee)
- 4 -
<PAGE>
SIGNATURE (continued)
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Hughes Tucson 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 Tucson Bargaining
Employees' Thrift and Savings Plan
--------------------------
(Name of Plan)
Date: May 24, 1996 By
/s/T. G. Westerman
------------------------
(T. G. Westerman,
Chairman, Administrative
Committee)
- 5 -
SIGNATURE (concluded)
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Hughes Thrift and Savings Plan has duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
Hughes Thrift and Savings Plan
------------------------------
(Name of Plan)
Date: May 24, 1996 By
/s/T. G. Westerman
------------------------
(T. G. Westerman,
Chairman, Administrative
Committee)
- 6 -
<PAGE>
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 Salaried Employees' Thrift and Savings Plan, the Hughes
California Hourly Employees' Thrift and Savings Plan, the Hughes Tucson
Bargaining Employees' Thrift and Savings Plan, and the Hughes Thrift and Savings
Plan (collectively, the Plans) as of November 30, 1995 and 1994 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 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 net assets available for benefits of the Plans at November 30,
1995 and 1994 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 17, 1996
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<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
NOVEMBER 30, 1995
THRIFT
CALIFORNIA TUCSON AND
SALARIED HOURLY BARGAINING SAVINGS TOTAL
---------- ---------- ---------- ------- ----------
(Dollars in Thousands)
INVESTMENT IN HUGHES
MASTER TRUST:
Equity Fund $1,411,153 $54,137 $18,081 $5,678 $1,489,049
Fixed Income Fund 1,007,406 54,555 15,938 3,028 1,080,927
Class H Common
Stock Fund 588,036 21,687 11,644 7,260 628,627
Balanced Fund 428,883 9,883 2,772 2,706 444,244
Loan Fund 107,223 9,911 4,701 639 122,474
---------- -------- ------- ------- ----------
TOTAL 3,542,701 150,173 53,136 19,311 3,765,321
CONTRIBUTIONS
RECEIVABLE:
Employee 11,355 603 277 280 12,515
Employer 1,524 245 97 99 1,965
---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $3,555,580 $151,021 $53,510 $19,690 $3,779,801
========== ======== ======= ======= ==========
NOVEMBER 30, 1994
INVESTMENT IN HUGHES
MASTER TRUST:
Equity Fund $1,107,914 $42,548 $13,314 $3,453 $1,167,229
Fixed Income Fund 1,006,664 56,085 15,206 2,339 1,080,294
Class H Common
Stock Fund 396,136 13,566 7,365 4,262 421,329
Balanced Fund 304,176 7,375 1,717 1,606 314,874
Loan Fund 114,306 9,162 4,101 483 128,052
---------- -------- ------- ------- ----------
TOTAL 2,929,196 128,736 41,703 12,143 3,111,778
CONTRIBUTIONS
RECEIVABLE:
Employee 11,672 674 273 184 12,803
Employer 4,028 458 191 55 4,732
---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $2,944,896 $129,868 $42,167 $12,382 $3,129,313
========== ======== ======= ======= ==========
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, 1995
THRIFT
CALIFORNIA TUCSON AND
SALARIED HOURLY BARGAINING SAVINGS TOTAL
---------- ---------- ---------- ------- ----------
(Dollars in Thousands)
INVESTMENT ACTIVITIES:
Net investment income from
the Master Trust $656,864 $24,690 $9,045 $4,048 $694,647
---------- -------- ------- ------- ----------
OTHER ACTIVITIES INCREASE
(DECREASE):
Employee contributions 146,757 8,141 3,340 3,359 161,597
Employer contributions 50,546 5,380 2,271 1,154 59,351
Benefit payments (243,483) (17,058) (3,313) (1,253)
(265,107)
---------- -------- ------- ------- ----------
INCREASE (DECREASE) (46,180) (3,537) 2,298 3,260 (44,159)
---------- -------- ------- ------- ----------
INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR BENEFITS 610,684 21,153 11,343 7,308 650,488
NET ASSETS AVAILABLE
FOR BENEFITS, BEGINNING
OF PERIOD 2,944,896 129,868 42,167 12,382 3,129,313
---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS, END
OF PERIOD $3,555,580 $151,021 $53,510 $19,690 $3,779,801
========== ======== ======= ======= ==========
FOR THE YEAR ENDED NOVEMBER 30, 1994
INVESTMENT ACTIVITIES:
Net investment income from
the Master Trust $13,713 $1,911 $239 ($317) $15,546
---------- -------- ------- ------- ----------
OTHER ACTIVITIES INCREASE
(DECREASE):
Employee contributions 152,193 8,804 3,292 2,338 166,627
Employer contributions 52,238 5,953 2,299 826 61,316
Benefit payments (233,640) (16,809) (2,358) (897) (253,704)
---------- -------- ------- ------- ----------
INCREASE (DECREASE) (29,209) (2,052) 3,233 2,267 (25,761)
---------- -------- ------- ------- ----------
INCREASE (DECREASE) IN
NET ASSETS AVAILABLE
FOR BENEFITS (15,496) (141) 3,472 1,950 (10,215)
NET ASSETS AVAILABLE
FOR BENEFITS, BEGINNING
OF PERIOD 2,960,392 130,009 38,695 10,432 3,139,528
---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS, END
OF PERIOD $2,944,896 $129,868 $42,167 $12,382 $3,129,313
========== ======== ======= ======= ==========
See notes to financial statements.
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<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
NOTE 1. GENERAL
The accompanying financial statements are comprised of 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) (collectively, the Plans). 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. Prior to March 29, 1995, the Plans were sponsored by Hughes
Aircraft Company, a wholly owned subsidiary of the Company. 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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Plans participate in the Hughes Electronics Corporation Savings Plan Master
Trust (the Master Trust). 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.
The Plans' expenses are paid by either the Plans or Hughes, as provided by the
plan documents.
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 ninety 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 four 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 the first 3% of the employee's
compensation, subject to certain limitations (except for the Thrift and Savings
Plan which requires a 50% matching contribution up to the first 6% of the
individual employee's compensation). Until October 28, 1995 (at which time the
Company discontinued this provision), for employees in the Tucson Bargaining
Plan and the California Hourly Plan, the Company matched additional employee
contributions above 3% and up to 7% of the individual employee's compensation at
the 75% level and this portion of the Company's matching contribution could be
allocated to the various funds at the discretion of the employee. Except for the
Thrift and Savings Plan, the Company match contributed to the Class H Common
Stock Fund cannot be transferred for two full plan years after the contribution.
The Company's Board of Directors has resolved that, effective January 1, 1997,
the Company contribution for employees participating in the Salaried Plan will
be increased to an amount equal to 100% of the individual employee's
contribution up to the first 4% of the employee's compensation, subject to
certain limitations.
- 10 -
<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
Participants in the Salaried Plan, the California Hourly Plan and the Tucson
Bargaining Plan are generally vested in the Company's contributions after two
full plan years and become fully vested after five years of service.
Participants in the Thrift and Savings Plan are vested in the Company's
contributions after five years of service. Forfeited Company contributions are
used to reduce future Company contributions to the Plans.
The Company reserves the right to terminate the Plans at anytime. 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 the Bank of America,
N.T. & S.A. prime rate plus 1% (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 based on their investment elections with
respect to the funds described in Note 6. Loan repayments are credited to the
participants' accounts in the same manner.
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 1995 1994
- ------------------ ------- -------
(Dollars in Thousands)
Salaried $16,168 $49,983
California Hourly 1,643 2,087
Tucson Bargaining 200 1,236
Thrift and Savings 118 97
------- -------
Total $18,129 $53,403
======= =======
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 Fixed Income Fund managed directly by a
subsidiary of the Company (with asset values at November 30, 1995 and 1994 of
approximately $755,744,000 and $738,613,000, respectively). Investment
management fees paid by the Plans to the subsidiary for the account it manages
were as follows:
Plan 1995 1994
- ---------------------------------- ---- ----
(Dollars in Thousands)
Salaried $443 $436
California Hourly 25 24
Tucson Bargaining 7 7
Thrift and Savings 1 1
---- ----
Total investment management fees $476 $468
==== ====
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<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
The Master Trust is composed of five funds: the Equity Fund, which invests
primarily in equity securities; the Fixed Income Fund, which 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 Balanced Fund, consisting primarily of investments in Equity and Debt Index
Funds managed by Mellon Capital; the Class H Common Stock Fund, which invests in
or holds shares of GM Class H Common Stock; 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.
Significant Accounting Policies
- -------------------------------
Short-term investment funds and certificates of deposit are stated at cost,
which approximates fair value. Investments in contracts with insurance companies
are carried at contract value, which approximates fair value. Securities, except
short-term fixed income obligations (obligations having maturities of less than
one year), are stated at fair value based upon closing sales prices reported on
recognized securities exchanges on the last business day of the period or, for
listed securities having no sales reported and for unlisted securities, upon
last-reported bid prices on that date. Short-term fixed income obligations are
stated at amortized cost, which approximates fair value. Purchases and sales of
securities are recorded on a trade date basis. Dividends declared but not
received are accrued on the ex-dividend date. Interest income is recognized on
the accrual basis.
Participant Units and Fund Values
- ---------------------------------
The value of a participant's interest in the Equity Fund, the Fixed Income Fund,
and the Balanced Fund is determined according to the participant's units of
ownership in the fund. The value of a participant's interest in the Class H
Common Stock Fund is determined according to the participant's shares of such
stock. Unit and share values are determined on a monthly basis and vary
depending on the net asset values of the respective funds. The value of a
participant's interest in the Loan Fund is determined according to the net
amount of borrowings outstanding for the participant.
The following schedules summarize the net assets, net investment income, and
participant unit data of the Master Trust.
- 12 -
<PAGE>
<TABLE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
a) NET ASSETS OF THE MASTER TRUST
NOVEMBER 30, 1995
<CAPTION>
FIXED CLASS H
EQUITY INCOME COMMON BALANCED LOAN
FUND FUND STOCK FUND FUND TOTAL
-------- ---------- ------- -------- -------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Short-term
investment funds $87,640 $118,964 $4,799 $1,280 $- $212,683
Certificates
of deposit - 170,151 - - - 170,151
Short-term United
States Government
obligations - 80,028 - - - 80,028
Long-term United
States Government
obligations - - - - - -
Short-term corporate
obligations - 644,409 - - - 644,409
Long-term corporate
obligations 776 - - - - 776
Common stock 994,428 - - - 994,428
Common Stock-
GM Class H - - 621,735 - - 621,735
Pooled investments 402,018 - - 437,669 - 839,687
Preferred stock 1,838 - - - - 1,838
Insurance contracts - 60,734 - - - 60,734
Loan receivable
from participants - - - - 123,570 123,570
---------- ---------- -------- -------- -------- ----------
Total
investments 1,486,700 1,074,286 626,534 438,949 123,570 3,750,039
Dividends and
interest receivable 1,957 18,858 3,017 60 - 23,892
Receivable for
securities sold 6,818 - - - - 6,818
Interfund accounts 5,804 (11,835) 932 6,195 (1,096) -
Payable for securi-
ties purchased (11,241) - - - - (11,241)
Contributions
receivable 6,194 3,497 2,738 2,089 - 14,518
Other (1,013) (389) (1,855) (968) - (4,225)
-------- ---------- -------- -------- -------- ----------
NET ASSETS OF THE
MASTER TRUST $1,495,219 $1,084,417 $631,366 $446,325 $122,474 $3,779,801
========== ========== ======== ======== ======== ==========
NET ASSETS OF THE
MASTER TRUST
BY PLAN:
Salaried $1,416,768 $1,010,249 $590,471 $430,869 $107,223 $3,555,580
California Hourly 54,409 54,954 21,829 9,918 9,911 151,021
Tucson Bargaining 18,250 16,128 11,659 2,772 4,701 53,510
Thrift and Savings 5,792 3,086 7,407 2,766 639 19,690
Other - - - - - -
-------- ---------- -------- -------- -------- ----------
TOTAL $1,495,219 $1,084,417 $631,366 $446,325 $122,474 $3,779,801
========== ========== ======== ======== ======== ==========
</TABLE>
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<PAGE>
<TABLE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
a) NET ASSETS OF THE MASTER TRUST
NOVEMBER 30, 1994
<CAPTION>
FIXED CLASS H
EQUITY INCOME COMMON BALANCED LOAN
FUND FUND STOCK FUND FUND TOTAL
-------- ---------- ------- -------- -------- ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Short-term
investment funds $123,502 $294,174 $3,976 $3,811 $ - $425,463
Certificates
of deposit - 42,986 - - - 42,986
Short-term United
States Government
obligations 3,000 29,014 - - - 32,014
Long-term United
States Government
obligations 1,455 - - - - 1,455
Short-term corporate
obligations - 597,685 - - - 597,685
Long-term corporate
obligations 11,936 - - - - 11,936
Common stock 684,286 11,680 - - - 695,966
Common Stock-
GM Class H - - 411,925 - - 411,925
Pooled investments 333,203 - - 312,978 - 646,181
Preferred stock 5,150 - - - - 5,150
Insurance contracts - 96,097 - - - 96,097
Loan receivable
from participants - - - - 130,868 130,868
---------- ---------- -------- -------- -------- ----------
Total
investments 1,162,532 1,071,636 415,901 316,789 130,868 3,097,726
Dividends and
interest receivable 2,137 7,435 2,470 33 - 12,075
Receivable for
securities sold 6,504 - - - - 6,504
Interfund accounts 678 1,891 1,059 (893) (2,735) -
Payable for securi-
ties purchased (2,874) - - (1,238) - (4,112)
Contributions
receivable 6,285 4,130 5,031 2,141 - 17,587
Other (769) (315) 1,900 555 - 1,371
---------- ---------- -------- -------- ------- ----------
NET ASSETS OF THE
MASTER TRUST $1,174,493 $1,084,777 $426,361 $317,387 $128,133 $3,131,151
========== ========== ======== ======== ======== ==========
NET ASSETS OF THE
MASTER TRUST
BY PLAN:
Salaried $1,113,565 $1,009,733 $401,037 $306,255 $114,306 $2,944,896
California Hourly 42,891 56,790 13,633 7,392 9,162 129,868
Tucson Bargaining 13,524 15,517 7,327 1,698 4,101 42,167
Thrift and Savings 3,508 2,373 4,363 1,655 483 12,382
Other 1,005 364 1 387 81 1,838
---------- ---------- -------- -------- -------- ----------
TOTAL $1,174,493 $1,084,777 $426,361 $317,387 $128,133 $3,131,151
========== ========== ======== ======== ======== ==========
</TABLE>
- 14 -
<TABLE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
b) MASTER TRUST NET INVESTMENT INCOME
FOR THE YEAR ENDED NOVEMBER 30, 1995
<CAPTION>
FIXED CLASS H
EQUITY INCOME COMMON BALANCED LOAN
FUND FUND STOCK FUND FUND TOTAL
-------- -------- ------- -------- ------ ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME AND
EXPENSES:
Interest and other
income $26,827 $67,549 $353 $38,695 $8,540 $141,964
Dividends 14,637 - 11,774 - - 26,411
Net change in
fair value
of investments 288,150 (743) 177,577 70,382 - 535,366
Investment management
and trustee fees (4,307) (1,715) (406) (2,138) - (8,566)
-------- ------- -------- ------- ------ --------
NET INVESTMENT INCOME $325,307 $65,091 $189,298 $106,939 $8,540 $695,175
======== ======= ======== ======= ====== ========
FOR THE YEAR ENDED NOVEMBER 30, 1994
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME AND
EXPENSES:
Interest and other
income $31,901 $56,544 $321 $22,456 $8,540 $119,762
Dividends 12,776 - 9,297 - - 22,073
Net change in
fair value
of investments (29,254) (11,015) (49,562) (29,481) - (119,312)
Investment management
and trustee fees (3,345) (1,539) (280) (1,808) - (6,972)
-------- ------- -------- ------- ------ --------
NET INVESTMENT INCOME $12,078 $43,990 ($40,224) ($8,833) $8,540 $15,551
======== ======= ======== ======= ====== ========
</TABLE>
- 15 -
<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
c)PARTICIPANT UNIT DATA
FOR THE YEAR ENDED NOVEMBER 30, 1995
FIXED CLASS H
EQUITY INCOME COMMON BALANCED
FUND FUND STOCK FUND
-------- -------- ------- --------
(Units in Thousands)
Quarter Ended February 28
Number of units outstanding 125,740 193,138 12,864 42,106
Net asset value per unit $9.593 $5.524 $36.092 $7.824
Quarter Ended May 31
Number of units outstanding 125,364 193,575 12,809 42,391
Net asset value per unit $10.379 $5.612 $40.384 $8.622
Quarter Ended August 31
Number of units outstanding 125,461 191,182 13,015 43,803
Net asset value per unit $11.306 $5.698 $40.976 $9.090
Quarter Ended November 30
Number of units outstanding 125,552 186,548 13,262 45,426
Net asset value per unit $11.849 $5.782 $45.333 $9.766
FOR THE YEAR ENDED NOVEMBER 30, 1994
Quarter Ended February 28
Number of units outstanding 124,702 200,377 11,217 44,196
Net asset value per unit $9.569 $5.272 $37.345 $7.529
Quarter Ended May 31
Number of units outstanding 125,321 199,153 11,612 44,651
Net asset value per unit $9.267 $5.320 $35.435 $7.286
Quarter Ended August 31
Number of units outstanding 126,784 197,253 12,055 44,308
Net asset value per unit $9.580 $5.379 $36.383 $7.528
Quarter Ended November 30
Number of units outstanding 126,364 198,375 12,457 43,506
Net asset value per unit $9.256 $5.444 $33.560 $7.276
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L:\secfiles\11-k\hac-95\exhib23.doc1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
GENERAL MOTORS CORPORATION:
We hereby consent to the incorporation by reference in Registration Statement
No.33-32322 on Form S-8 of our report dated May 17, 1996 appearing in this
Annual Report on Form 11-K of the Hughes Salaried Employees' Thrift and Savings
Plan, the Hughes California Hourly Employees' Thrift and Savings Plan, the
Hughes Tucson Bargaining Employees' Thrift and Savings Plan, and the Hughes
Thrift and Savings Plan for the year ended November 30, 1995.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
May 23, 1996
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