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
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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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<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 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 -
<PAGE>
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-
<PAGE>
<TABLE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C> <C>
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
========== ======== ======== ======= ========= ======== =========
</TABLE>
See notes to financial statements.
- 8-
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
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 -
<PAGE>
<TABLE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
b) MASTER TRUST NET INVESTMENT INCOME
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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)
========= ======= ======= ======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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)
========= ======= ======= ======= ======= ======= ======= =======
</TABLE>
- 16 -
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
b) MASTER TRUST NET INVESTMENT INCOME
<TABLE>
FOR THE YEAR ENDED NOVEMBER 30, 1998
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========= ======= ======= ======= ======= ======= ======= =======
</TABLE>
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
========= ======= ======= ======= =======
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<PAGE>
HUGHES ELECTRONICS CORPORATION
EMPLOYEES' THRIFT AND SAVINGS PLANS
b) MASTER TRUST NET INVESTMENT INCOME
<TABLE>
FOR THE YEAR ENDED NOVEMBER 30, 1997
<CAPTION>
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
<S> <C> <C> <C> <C> <C> <C>
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
======== ======= ======== ======= ====== ========
</TABLE>
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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.
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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
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