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, 1999
-----------------
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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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
300 Renaissance Center, Detroit, Michigan 48265-3000
----------------------------------------------------
(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
300 Renaissance Center
Detroit, Michigan 48265-3000
- 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, 1999 and 1998................................ 6
Statements of Changes in Net Assets Available for Benefits
by Plan for the years ended November 30, 1999 and 1998..... 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................. 19
- 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: May 30, 2000 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: May 30, 2000 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
Chairman, Administrative
Committee)
- 4 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
Hughes Bargaining and Non-Bargaining 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, 1999 and 1998 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 auditing standards generally accepted
in the United States of America. 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,
1999 and 1998 and the changes in their net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Los Angeles, California
May 18, 2000
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<PAGE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
NOVEMBER 30, 1999
NON-BARGAINING BARGAINING TOTAL
-------------- ---------- -----
(Dollars in Thousands)
INVESTMENT IN HUGHES MASTER
TRUST (Notes 2 and 6) $3,564,957 $182,065 $3,747,022
CONTRIBUTIONS
RECEIVABLE:
Employee 872 102 974
Employer 416 46 462
--------- ---------- ---------
Total contributions
Receivable 1,288 148 1,436
--------- ---------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS $3,566,245 $182,213 $3,748,458
========== ========== =========
See notes to financial statements.
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HUGHES BARGAINING AND NON-BARGAINING
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 (Notes 2 and 6) $3,092,354 $159,998 $3,252,352
CONTRIBUTIONS
RECEIVABLE:
Employee 1,199 93 1,292
Employer 516 70 586
--------- ---------- ---------
Total contributions
Receivable 1,715 163 1,878
--------- ---------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS $3,094,069 $160,161 $3,254,230
========== ========== =========
See notes to financial statements.
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<PAGE>
<TABLE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
FOR THE YEAR ENDED NOVEMBER 30, 1999
<CAPTION>
THRIFT
CALIFORNIA TUCSON AND NON-
SALARIED HOURLY BARGAINING SAVINGS BARGAINING BARGAINING TOTAL
---------- ---------- ---------- ------- ---------- ---------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITIES:
Net investment income
from Hughes Master
Trust (Note 6) - - - - $808,674 $42,477 $851,151
-------- --------- --------- ------- --------- --------- ---------
OTHER ACTIVITIES INCREASE
(DECREASE):
Employee contributions - - - - 79,651 6,768 86,419
Employer contributions - - - - 30,315 2,737 33,052
Benefit payments - - - - (453,928) (22,466) (476,394)
Plan Transfer - - - - 7,464 (7,464) -
---------- -------- -------- ------- --------- -------- --------
Net decrease
in other activities - - - - (336,498) (20,425) (356,923)
---------- -------- -------- ------- --------- -------- --------
INCREASE IN
NET ASSETS AVAILABLE
FOR BENEFITS - - - - 472,176 22,052 494,228
NET ASSETS AVAILABLE
FOR BENEFITS,
BEGINNING OF YEAR - - - - 3,094,069 160,161 3,254,230
---------- -------- -------- ------- --------- -------- ---------
END OF THE YEAR - - - - $3,566,245 $182,213 $3,748,458
========== ======== ======== ======= ========= ======== =========
See notes to financial statements.
</TABLE>
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<PAGE>
<TABLE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
FOR THE YEAR ENDED NOVEMBER 30, 1998
<CAPTION>
THRIFT
CALIFORNIA TUCSON AND NON-
SALARIED HOURLY BARGAINING SAVINGS BARGAINING BARGAINING TOTAL
---------- ---------- ---------- ------- ---------- ---------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT ACTIVITIES:
Net investment income (loss)
from Hughes Master
Trust (Note 6) $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 -
---------- -------- -------- ------- --------- -------- --------
Net increase (decrease)
in other activities (5,474,792) (218,360) (76,845) (37,089) 3,099,740 161,914 (2,545,432)
---------- -------- -------- ------- --------- -------- --------
INCREASE(DECREASE)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.
</TABLE>
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<PAGE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998
NOTE 1. PLAN DESCRIPTION AND RELATED INFORMATION
The following description of the Hughes Bargaining and Non-Bargaining Employees'
Thrift and Savings Plans provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
Description of the Plans - 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, 1999 and 1998, the financial
statements comprise the accounts of the Bargaining Plan and the Non-Bargaining
Plan (collectively, the "Plans"). The Bargaining Plan and the Non-Bargaining
Plan were restated on November 18, 1999 and November 15, 1999, respectively, to
incorporate the various amendments throughout the years, including amendments
during the current plan year (see Note 8), and to conform with current
regulations as required. The Plans are subject to the provision of the Employee
Retirement Income Security Act ("ERISA").
Plan Administration - The Plans are administered by an Administrative Committee
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
Basis of Accounting - The financial statements of the Plans are prepared on the
accrual basis of accounting.
Investments - 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.
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and changes therein, and disclosure of
contingent assets and liabilities. 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.
- 10 -
<PAGE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 - Continued
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
percent of the individual employee's contribution up to 4 percent of the
employee's compensation, subject to certain limitations.
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 used to reduce Company
contributions during the years ended November 30, 1999 and 1998 were $19,809 and
$460,821, respectively. Forfeitures available at the years ended November 30,
1999 and 1998 were $652,041 and $252,442, 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 percent 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 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 1999 1998
------------------ ------- -------
(Dollars in Thousands)
Non-Bargaining $5,742 $2,385
Bargaining 305 150
----- -----
Total $6,047 $2,535
===== =====
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HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 - Continued
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, 1999 and 1998 of approximately $533,292,000 and $515,689,000,
respectively). Investment management fees paid by the Plans to the subsidiary
for the account it manages were as follows:
Plan 1999 1998
---------------------------------- ---- ----
(Dollars in Thousands)
Non-Bargaining $385 $397
Bargaining 20 25
---- ----
Total investment management fees $405 $422
==== ====
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 Hughes Balanced Fund- invests primarily in Equity and Debt Index Funds
managed by Mellon Capital; the GM Class H Common Stock Fund- invests in or holds
shares of GM Class H Common Stock; 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 percent 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 investment-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 percent of fund's total assets 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
dividends; the Fidelity Mid-Cap Stock Fund- invests in equity securities of
companies with medium market capitalizations; the Fidelity Freedom Income Fund -
invests in a combination of Fidelity funds; the Fidelity Freedom 2000 Fund -
invests in a combination of Fidelity equity,
- 12 -
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 - Continued
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 BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 - Continued
The following schedules summarize the net assets and net investment income of
the Master Trust.
a) NET ASSETS OF THE MASTER TRUST
NOVEMBER 30, 1999
TOTAL
------
(Dollars in thousands)
INVESTMENTS:
Short-term
investment funds $144,042
Certificates of
deposit 64,949
Short-term US
Govt. obligations -
Long-term US
Govt. obligations -
Short-term corporate
obligations 441,077
Long-term corporate
obligations -
Common stock 1,115,855
Common stocks-GM
Class H 682,500
Pooled investments 390,997
Preferred stock 3,374
Insurance contracts 32,409
Mutual funds 417,785
Participant loans 42,480
Other 389,978
---------
Total investments 3,725,446
Dividends and interest
receivable 11,186
Receivable for
securities sold 9,370
Payable for securities
purchased (1,234)
Contributions
receivables 1,436
Other 2,254
-------
NET ASSETS OF THE
MASTER TRUST $3,748,458
=========
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<PAGE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 - Continued
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
Participant loans 45,922
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
=========
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<PAGE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 - Continued
b) MASTER TRUST NET INVESTMENT INCOME
FOR THE YEAR ENDED NOVEMBER 30, 1999
TOTAL
--------
(Dollars in Thousands)
INVESTMENT INCOME AND
EXPENSES:
Net appreciation in fair
value of investments
Hughes Equity Fund $375,178
Hughes Fixed Income Fund (2,645)
GM Class H Common Stock Fund 398,738
Hughes Balanced Fund 14,245
Raytheon Class A
Common Stock Fund (62,846)
Fidelity Combined Funds 36,428
-------
Net appreciation in fair
value of investments 759,098
Dividends 31,289
Interest and other
income 66,394
Investment management
and trustee fees (5,630)
-------
NET INVESTMENT INCOME $851,151
=======
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<PAGE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 - Continued
b) ) MASTER TRUST NET INVESTMENT INCOME
FOR THE YEAR ENDED NOVEMBER 30, 1998
TOTAL
--------
(Dollars in Thousands)
INVESTMENT INCOME AND
EXPENSES:
Net appreciation in fair
value of investments
Hughes Equity Fund $334,129
Hughes Fixed Income Fund 16,876
GM Class H Common Stock Fund 107,652
Hughes Balanced Fund 87,428
Raytheon Class A
Common Stock Fund (11,283)
Fidelity Combined Funds 1,594
-------
Net appreciation in fair
value of investments 536,396
Dividends 21,070
Interest and other
income 62,913
Investment management
and trustee fees (4,771)
-------
NET INVESTMENT INCOME $615,608
=======
- 17 -
<PAGE>
HUGHES BARGAINING AND NON-BARGAINING
EMPLOYEES' THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 1999 AND 1998 - Concluded
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.
Note 8. Plan Amendments
The Plans were amended to include the following changes:
Provide for immediate eligibility for former employees of United States
Satellite Broadcasting Company, Inc. (effective May 20, 1999), employees of
Primestar, Inc. (effective July 24, 1999), and employees of the Boise, Idaho
Call Center (effective June 1, 1999).
Effective July 1, 1999, divested employees impacted by the "same desk rule"
were allowed access to loans and in-service withdrawals.
Effective July 1, 1999, all after-tax contributions and all legally permitted
vested company matching contributions were made available for partial
withdrawal.
Effective July 1, 1999, the Plan Administrator may determine to provide for
the payment of benefits from a participant's account, without the need of the
participant's election, if the vested portion of the account does not exceed
$5,000. Such amount shall be determined by the Plan Administrator at its
discretion.
Effective December 1, 1999, automatic enrollment for newly hired employees is
required, unless a negative election is made, and employees are eligible for
the Plan as soon as administratively feasible following one hour of service.
Effective December 1, 1999, the maximum allowable contribution was changed
from 12 percent to 15 percent for non-highly compensated participants.
Effective December 1, 1999, terminated employees were permitted access to
loans, partial withdrawals and age 59 1/2 withdrawals.
Effective January 1, 2000 participants who reach age 70 1/2 and remain
in-service shall not be required to begin receiving annual minimum required
distributions while they remain in-service.
Effective January 1, 2000, a processing fee of $20 (or such other amount as
may be set by the Plan Administrator) will be charged to the participant's
account for each voluntary withdrawal requested that would otherwise be
charged to the Plans.
- 18 -
