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
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ACT OF 1934
For the fiscal year ended November 30, 2000
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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 NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN
AND
HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN
Hughes Electronics Corporation
200 N. Sepulveda Blvd.
El Segundo, California 90245-0956
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(Full titles and address of the plans)
General Motors Corporation
300 Renaissance Center, Detroit, Michigan 48265-3000
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(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
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FINANCIAL STATEMENTS AND EXHIBIT
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(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.
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Independent Auditors' Report............................... 5
Financial Statements:
--------------------
Statements of Net Assets Available for Benefits by Plan as of
November 30, 2000 and 1999................................ 6
Statements of Changes in Net Assets Available for Benefits
by Plan for the years ended November 30, 2000 and 1999..... 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
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Exhibit 23 - Consent of Independent Auditors................. 19
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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 22, 2001 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
Chairman, Administrative
Committee)
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SIGNATURE (concluded)
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 22, 2001 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
Chairman, Administrative
Committee)
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INDEPENDENT AUDITORS' REPORT
----------------------------
Hughes Non-Bargaining and 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, 2000 and 1999 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,
2000 and 1999 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 17, 2001
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
NOVEMBER 30, 2000
NON-BARGAINING BARGAINING TOTAL
-------------- ---------- -----
(Dollars in Thousands)
INVESTMENT IN HUGHES MASTER
TRUST (Notes 2 and 6) $3,139,091 $155,157 $3,294,248
CONTRIBUTIONS RECEIVABLE:
Employee 659 659
Employer 301 301
--------- ---------- ---------
Total contributions
receivable 960 960
--------- ---------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS $3,140,051 $155,157 $3,295,208
========== ========== ==========
See notes to financial statements.
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HUGHES NON-BARGAINING AND 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 NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
FOR THE YEAR ENDED NOVEMBER 30, 2000
NON-
BARGAINING BARGAINING TOTAL
---------- ---------- ---------
(Dollars in Thousands)
INVESTMENT ACTIVITIES:
Net investment income/(loss)
from Hughes Master
Trust (Note 6) $(93,345) $(6,039) $(99,384)
-------- --------- ---------
OTHER INCREASE/(DECREASE)
IN ACTIVITIES:
Employee contributions 80,559 5,664 86,223
Employer contributions 29,573 2,217 31,790
Benefit payments (445,274) (26,605) (471,879)
Plan transfer 2,293 (2,293) -
---------- -------- --------
Net decrease
in other activities (332,849) (21,017) (353,866)
---------- -------- --------
DECREASE IN NET ASSETS
AVAILABLE FOR BENEFITS (426,194) (27,056) (453,250)
NET ASSETS AVAILABLE
FOR BENEFITS AT:
BEGINNING OF YEAR 3,566,245 182,213 3,748,458
---------- ------- ---------
END OF THE YEAR $3,140,051 $155,157 $3,295,208
========= ======= =========
See notes to financial statements.
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
FOR THE YEAR ENDED NOVEMBER 30, 1999
NON-
BARGAINING BARGAINING TOTAL
---------- ---------- ---------
(Dollars in Thousands)
INVESTMENT ACTIVITIES:
Net investment income/(loss)
from Hughes Master
Trust (Note 6) $808,674 $42,477 $851,151
--------- --------- ---------
OTHER INCREASE/(DECREASE)
ACTIVITIES IN:
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 AT:
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.
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999
NOTE 1. PLAN DESCRIPTION AND RELATED INFORMATION
The following description of the Hughes Non-Bargaining and 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 - 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 made
throughout the years, and to conform with current regulations as required. The
Plans are subject to the provisions of the Employee Retirement Income Security
Act of 1974("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 accompanying financial statements of the Plans have
been prepared in accordance with accounting principles generally accepted in the
United States of America.
Investments - The Plans participate in the Hughes Electronics Corporation
Savings Plan Master Trust (the "Master Trust"). See further discussion in Note
6. 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 net assets available for benefits and changes therein. Actual results
could differ from those estimates.
Financial Instruments and Investments - The Plans invest in a master trust which
utilizes various investment instruments. Investment securities, in general, are
exposed to various risks, such as interest rate, credit, and overall market
volatility. Due to the level of risk associated with certain investment
securities, it is reasonably possible that changes in the values of investment
securities could occur in the near term and that such changes could have a
materially adverse effect on the Company's financial statements.
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.
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999 - 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 as soon as
administratively feasible following one hour of service. The Plans provide that
eligible employees electing to become participants may contribute from 1 percent
to 15 percent (highly compensated employee participant, 1 percent to 12 percent)
(in whole percentages) of his or her compensation to the Plans. The participants
may direct these contributions to any of the investment funds included in the
Master Trust described in Note 6.
The Company contributes to the General Motors Class H Common Stock Fund an
amount equal to 100 percent of the individual employee's contribution to the
plan up to 4 percent of the employee's compensation, subject to certain
limitations.
Participants in the Plans 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, 2000 and 1999 were $0 and $19,809, respectively. Forfeitures
available at the years ended November 30, 2000 and 1999 were $1,209,728 and
$652,041, respectively.
The Company reserves the right to terminate the Plans at any time subject to the
provisions set forth in ERISA. 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
The Plans allow 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:
Plans 2000 1999
------------------ ------- -------
(Dollars in Thousands)
Non-Bargaining $3,475 $5,675
Bargaining 210 291
----- -----
Total $3,685 $5,966
===== =====
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999 - 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 for investment and administrative purposes. Each Plan has an
undivided interest in the net assets of the Master Trust and changes therein.
The assets of the Master Trust are held by Bankers Trust. Although assets of
both plans are commingled in the master trust, the Plan's recordkeeper (Fidelity
Investments) maintains supporting records for the purpose of allocating the net
gain or loss of the investments to each of the Plans. The net investment income
of the investment assets is allocated by the recordkeeper to each Plan based on
account balances for participants by Plan.
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999 - 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, 2000
TOTAL
-----
(Dollars in thousands)
INVESTMENTS:
Short-term
investment funds $137,201
Certificates of
deposit 91,011
Short-term U.S.
Govt. obligations -
Long-term U.S.
Govt. obligations -
Short-term corporate
obligations 312,464
Long-term corporate
obligations -
Common stock 899,614
Common stocks-GM
Class H 585,302
Pooled investments 349,360
Preferred stock 1,555
Insurance contracts 49,140
Mutual funds 511,546
Participant loans 43,440
Other 299,364
---------
Total investments 3,279,997
Dividends and interest
receivable 10,779
Receivable for
securities sold 5,895
Payable for securities
purchased (1,974)
Contributions
receivable 960
Other (449)
---------
NET ASSETS OF THE
MASTER TRUST $3,295,208
=========
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999 - Continued
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 U.S.
Govt. obligations -
Long-term U.S.
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
receivable 1,436
Other 2,254
---------
NET ASSETS OF THE
MASTER TRUST $3,748,458
=========
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999 - Continued
b) NET INVESTMENT INCOME/(LOSS) OF THE MASTER TRUST
FOR THE YEAR ENDED NOVEMBER 30, 2000
TOTAL
-------
(Dollars in Thousands)
investment INCOME/(LOSS) AND
EXPENSES:
Net appreciation/(depreciation) in fair
value of investments
Hughes Equity Fund $ 53,975
Hughes Fixed Income Fund (2,213)
GM Class H Common Stock Fund (203,178)
Hughes Balanced Fund 3,433
Raytheon Class A
Common Stock Fund 2,821
Fidelity Combined Funds (66,668)
-------
Net appreciation/(depreciation) in fair
value of investments (211,830)
Dividends 53,891
Interest and other
income 64,254
Investment management
and trustee fees (5,699)
-------
NET INVESTMENT INCOME/(LOSS) $ (99,384)
=======
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999 - Continued
b) NET INVESTMENT INCOME/(LOSS)IN THE MASTER TRUST
FOR THE YEAR ENDED NOVEMBER 30, 1999
TOTAL
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(Dollars in Thousands)
INVESTMENT INCOME/(LOSS) AND
EXPENSES:
Net appreciation/(depreciation) 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/(depreciation)
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/(LOSS) $851,151
=======
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999 - Concluded
NOTE 7. RELATED PARTY
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, 2000 and 1999 of approximately $472,781,000 and $533,292,000,
respectively). Investment management fees paid by the Plans to the subsidiary
for the account it manages were as follows:
Plans 2000 1999
---------------------------------- ---- ----
(Dollars in Thousands)
Non-Bargaining $310 $385
Bargaining 16 20
---- ----
Total investment management fees $326 $405
==== ====
Note 8. SPIN-OFF
On October 6, 2000, Hughes completed the sale of its satellite systems
manufacturing businesses ("Satellite Businesses") to The Boeing Company
("Boeing"). Under the terms of the sale, the Satellite Business employees that
became Boeing employees were permitted to retain their account balances in the
Hughes Plans. After the closing date, these participants are permitted to
rollover their account balance to an IRA or another employer's plan, including
the Boeing sponsored savings plan, until December 31, 2002.
Note 9. 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 to
participate in the Plans as soon as administratively feasible following one
hour of service.
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HUGHES NON-BARGAINING AND BARGAINING
EMPLOYEES THRIFT AND SAVINGS PLANS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2000 AND 1999 - Concluded
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.
NOTE 10. SUBSEQUENT EVENTS
Effective December 1, 2000, the Hughes Bargaining Employees Thrift and Savings
Plan was renamed to the Hughes Savings Plus Plan.
Effective December 1, 2000, all DIRECTV Call Center participants were moved from
the Non-Bargaining Plan into the Savings Plus Plan.
Effective January 1, 2001, the deferral rate increased from 2% to 4% for
automatic enrollment of newly hired and re-hired employees for the
Non-Bargaining Plan.
NOTE 11. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
Non-Bargaining Plan 2000 1999
-------------------- ------ ------
Net assets available for benefits per the
Financial statements $3,140,051 $3,566,245
Payable to participants 3,475 5,675
--------- ---------
Net assets available for benefits per Form 5500 $3,136,576 $3,560,570
========= =========
Bargaining Plan 2000 1999
---------------- ------ ------
Net assets available for benefits per the
Financial statements $155,157 $182,213
Payable to participants 210 291
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Net assets available for benefits per Form 5500 $154,947 $181,922
======= =======
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