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, 1997
-----------------
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 33-4663
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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
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
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<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, 1997 and 1996................................ 8
Statements of Changes in Net Assets Available for Benefits
by Plan for the years ended November 30, 1997 and 1996..... 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 15, 1998 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
Chairman, Administrative
Committee)
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<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 15, 1998 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
Chairman, Administrative
Committee)
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<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 15, 1998 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
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 15, 1998 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
Chairman, Administrative
Committee)
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<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, 1997 and 1996 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,
1997 and 1996 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 7, 1998
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<PAGE>
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:
Equity Fund $2,180,430 $80,704 $27,386 $11,000 $2,299,520
Fixed Income Fund 949,018 50,756 14,646 3,636 1,018,056
Class H Common
Stock Fund 937,605 36,371 16,972 11,504 1,002,452
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
========== ======== ======= ======= ==========
NOVEMBER 30, 1996
THRIFT
CALIFORNIA TUCSON AND
SALARIED HOURLY BARGAINING SAVINGS TOTAL
---------- ---------- ---------- ------- ----------
(Dollars in Thousands)
INVESTMENT IN HUGHES
MASTER TRUST:
Equity Fund $1,743,376 $64,761 $22,155 $7,810 $1,838,102
Fixed Income Fund 991,155 53,683 16,069 3,566 1,064,473
Class H Common
Stock Fund 739,446 28,398 13,504 9,286 790,634
Balanced Fund 543,906 12,276 3,738 3,576 563,496
Loan Fund 108,970 9,916 4,716 616 124,218
---------- -------- ------- ------- ----------
TOTAL 4,126,853 169,034 60,182 24,854 4,380,923
CONTRIBUTIONS
RECEIVABLE:
Employee 13,365 622 343 252 14,582
Employer 237 135 90 462
---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS $4,140,218 $169,893 $60,660 $25,196 $4,395,967
========== ======== ======= ======= ==========
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
========== ======== ======= ======= ==========
FOR THE YEAR ENDED NOVEMBER 30, 1996
THRIFT
CALIFORNIA TUCSON AND
SALARIED HOURLY BARGAINING SAVINGS TOTAL
---------- ---------- ---------- ------- ----------
(Dollars in Thousands)
INVESTMENT ACTIVITIES:
Net investment income from
the Master Trust $597,793 $21,914 $7,709 $3,344 $630,760
---------- -------- ------- ------- ----------
OTHER ACTIVITIES INCREASE
(DECREASE):
Employee contributions 167,342 7,432 3,231 3,420 181,425
Employer contributions 57,030 3,041 1,305 1,161 62,537
Benefit payments (237,527) (13,515) (5,095) (2,419)
(258,556)
---------- -------- ------- ------- ----------
INCREASE (DECREASE) (13,155) (3,042) (559) 2,162 (14,594)
---------- -------- ------- ------- ----------
INCREASE IN
NET ASSETS AVAILABLE
FOR BENEFITS 584,638 18,872 7,150 5,506 616,166
NET ASSETS AVAILABLE
FOR BENEFITS, BEGINNING
OF PERIOD 3,555,580 151,021 53,510 19,690 3,779,801
---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS, END
OF PERIOD $4,140,218 $169,893 $60,660 $25,196 $4,395,967
========== ======== ======= ======= ==========
See notes to financial statements.
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<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
NOTE 1. PLAN DESCRIPTION AND RELATED INFORMATION
Description of the Plan - 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").
Plan Administration - As of March 29, 1995, 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"). 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. The Plans' expenses are paid by either the Plans or Hughes, 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 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).
The Company's Board of Directors has resolved that, effective January 1, 1997,
the Company contribution for employees participating in the Salaried Plan, the
California Hourly Plan and the Tuscon Bargaining 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.
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<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
Participants in the Salaried Plan, the California Hourly Plan and the Tucson
Bargaining Plan are 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 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 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 1997 1996
- ------------------ ------- -------
(Dollars in Thousands)
Salaried $13,930 $41,272
California Hourly 371 1,091
Tucson Bargaining 385 813
Thrift and Savings 92 391
------- -------
Total $14,778 $43,567
======= =======
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 who also performs certain other duties in relation to
the oversight of the investments of the plans (with asset values at November 30,
1997 and 1996 of approximately $682,872,000 and $719,407,000, respectively).
Investment management fees paid by the Plans to the subsidiary for the account
it manages were as follows:
Plan 1997 1996
- ---------------------------------- ---- ----
(Dollars in Thousands)
Salaried $461 $434
California Hourly 25 23
Tucson Bargaining 7 7
Thrift and Savings 2 2
---- ----
Total investment management fees $495 $466
==== ====
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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 Class H Common Stock Fund, which invests in or holds shares of GM Class H
Common Stock; the Balanced Fund, consisting primarily of investments in Equity
and Debt Index Funds managed by Mellon Capital; 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. Participant loans are
valued at 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.
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.
The following schedules summarize the net assets and net investment income of
the Master Trust.
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<PAGE>
<TABLE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
a) NET ASSETS OF THE MASTER TRUST
NOVEMBER 30, 1997
<CAPTION>
FIXED CLASS H
EQUITY INCOME COMMON BALANCED LOAN
FUND FUND STOCK FUND FUND TOTAL
-------- ---------- ------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
(Dollars in Thousands)
INVESTMENTS:
Short-term
investment funds $96,328 $230,302 $958 $496 $419 $328,503
Certificates
of deposit - 149,956 - - - 149,956
Short-term United
States Government
obligations - - - - - -
Long-term United
States Government
obligations - - - - - -
Short-term corporate
obligations - 561,852 - - - 561,852
Long-term corporate
obligations - - - - - -
Common stocks 1,199,196 - - - - 1,199,196
Common Stock-
GM Class H - - 987,587 - - 987,587
Pooled investments 978,025 - - - - 978,025
Preferred stock 2,623 - - - - 2,623
Insurance contracts - 87,418 - - - 87,418
Loan receivable
from participants - - - - 127,026 127,026
Other - - - 717,334 - 717,334
---------- ---------- -------- --------- -------- ----------
Total
investments 2,276,172 1,029,528 988,545 717,830 127,445 5,139,520
Dividends and
interest receivable - 15,492 3,865 128,585 66 148,008
Receivable for
securities sold 11,777 - - - 16 11,793
Interfund accounts 16,088 (26,317) 10,465 1,604 (1,840) -
Payable for securi-
ties purchased (3,704) - - (128,301) (14) (132,019)
Contributions
receivable 7,173 2,407 7,070 2,799 - 19,449
Other (814) (647) (422) (534) (280) (2,697)
-------- --------- --------- ------- ------- ---------
NET ASSETS OF THE
MASTER TRUST $2,306,692 $1,020,463$1,009,523 $721,983 $125,393 $5,184,054
========= ========= ========= ======= ======= =========
NET ASSETS OF THE
MASTER TRUST
BY PLAN:
Salaried $2,187,096 $951,037 $943,954 $696,090 $107,214 $4,885,391
California Hourly 80,967 51,008 36,794 15,661 10,904 195,334
Tucson Bargaining 27,521 14,745 17,113 5,355 6,012 70,746
Thrift and Savings 11,108 3,673 11,662 4,877 1,263 32,583
Other - - - - - -
-------- --------- --------- ------- ------- ---------
TOTAL $2,306,692 $1,020,463$1,009,523 $721,983 $125,393 $5,184,054
========= ========= ========= ======= ======= =========
</TABLE>
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<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
<TABLE>
a) NET ASSETS OF THE MASTER TRUST
NOVEMBER 30, 1996
<CAPTION>
FIXED CLASS H
EQUITY INCOME COMMON BALANCED LOAN
FUND FUND STOCK FUND FUND TOTAL
-------- ---------- ------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
(Dollars in Thousands)
INVESTMENTS:
Short-term
investment funds $73,743 $70,955 $4,011 $18 $309 $149,036
Certificates
of deposit - 235,020 - - - 235,020
Short-term United
States Government
obligations - 9,981 - - - 9,981
Long-term United
States Government
obligations - - - - - -
Short-term corporate
obligations - - - - - -
Long-term corporate
obligations - 567,623 - - - 567,623
Common stocks 1,263,487 67,585 - - - 1,331,072
Common Stock-
GM Class H - - 783,795 - - 783,795
Pooled investments 499,756 - - - - 499,756
Preferred stock 1,041 - - - - 1,041
Insurance contracts - 101,672 - - - 101,672
Loan receivable
from participants - - - - 124,010 124,010
Other - - - 560,252 - 560,252
---------- ---------- -------- -------- -------- ----------
Total
investments 1,838,027 1,052,836 787,806 560,270 124,319 4,363,258
Dividends and
interest receivable - 14,229 3,502 - - 17,731
Receivable for
securities sold 11,432 - - - - 11,432
Interfund accounts (1,273) (2,088) (481) 4,168 (326) -
Payable for securi-
ties purchased (9,259) - - (2,100) - (11,359)
Contributions
receivable 6,993 3,025 2,311 2,715 - 15,044
Other (825) (504) (193) 1,158 225 (139)
-------- ---------- -------- -------- -------- ----------
NET ASSETS OF THE
MASTER TRUST $1,845,095 $1,067,498 $792,945 $566,211 $124,218 $4,395,967
========== ========== ======== ======== ======== ==========
NET ASSETS OF THE
MASTER TRUST
BY PLAN:
Salaried $1,749,876 $993,719 $741,130 $546,522 $108,971 $4,140,218
California Hourly 65,011 53,950 28,709 12,307 9,916 169,893
Tucson Bargaining 22,311 16,211 13,667 3,755 4,716 60,660
Thrift and Savings 7,897 3,618 9,439 3,627 615 25,196
Other - - - - - -
-------- ---------- -------- -------- -------- ----------
TOTAL $1,845,095 $1,067,498 $792,945 $566,211 $124,218 $4,395,967
========== ========== ======== ======== ======== ==========
</TABLE>
- 14 -
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
<TABLE>
b) MASTER TRUST NET INVESTMENT INCOME
FOR THE YEAR ENDED NOVEMBER 30, 1997
<CAPTION>
FIXED CLASS H
EQUITY INCOME COMMON BALANCED LOAN
FUND FUND STOCK FUND FUND TOTAL
-------- -------- ------- -------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
(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
======== ======= ======== ======= ====== ========
FOR THE YEAR ENDED NOVEMBER 30, 1996
FIXED CLASS H
EQUITY INCOME COMMON BALANCED LOAN
FUND FUND STOCK FUND FUND TOTAL
-------- -------- ------- -------- ------ ---------
(Dollars in Thousands)
INVESTMENT INCOME AND
EXPENSES:
Interest and other
income $993 $61,275 $734 $62,488 $9,353 $134,843
Dividends 24,889 - 13,154 - - 38,043
Net change in
fair value
of investments 330,956 (1,163) 103,681 34,695 11 468,180
Investment management
and trustee fees (5,137) (1,732) (679) (2,758) - (10,306)
-------- ------- -------- ------- ------ --------
NET INVESTMENT INCOME $351,701 $58,380 $116,890 $94,425 $9,364 $630,760
======== ======= ======== ======= ====== ========
</TABLE>
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HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
Note 7. Subsequent Events
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 may 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.
The impact on the Plans has not been determined.
On June 1, 1998, the Plans will be merged as follows: (i) the Hughes Thrift and
Savings Plan will be merged into the Hughes Salaried Employees' Thrift and
Savings Plan and the Plan will be called the Hughes Non-Bargaining Employees
Thrift and Savings Plan; (ii) the Hughes Tucson Bargaining Employees' Thrift and
Savings Plan will be merged into the Hughes California Hourly Employees' Thrift
and Savings Plan and the Plan will be called the Hughes Bargaining Employees
Thrift and Savings Plan.
- 16 -
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 7, 1998 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, 1997.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
May 12, 1998
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