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, 2001
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
---
ACT OF 1934
For the transition period from to
--------------------- ---------------------
Commission file number 33-4663
-------
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN
AND
HUGHES SAVINGS PLUS PLAN
(FORMERLY 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 -
FINANCIAL STATEMENTS AND EXHIBIT
--------------------------------
(a) FINANCIAL STATEMENTS
--------------------
The Hughes Non-Bargaining Employees Thrift and Savings Plan
("Non-Bargaining Plan") and the Hughes Savings Plus Plan ("Savings Plus Plan").
Page No.
--------
Independent Auditors' Report................................ 5
Financial Statements:
--------------------
Statements of Net Assets Available for Benefits by Plan as of
November 30, 2001.......................................... 6
Statements of Net Assets Available for Benefits by Plan as of
November 30, 2000.......................................... 7
Statements of Changes in Net Assets Available for Benefits
by Plan for the year ended November 30, 2001............... 8
Statements of Changes in Net Assets Available for Benefits
By Plan for the year ended November 30, 2000............... 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................. 20
- 2 -
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, 2002 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
Chairman, Administrative
Committee)
- 3 -
SIGNATURE (concluded)
The Savings Plus Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Hughes Savings Plus Plan has duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
Hughes Savings Plus Plan
------------------------
(Name of Plan)
Date: May 22, 2002 By
/s/Sandra L. Harrison
-----------------------
(Sandra L. Harrison,
Chairman, Administrative
Committee)
- 4 -
INDEPENDENT AUDITORS' REPORT
----------------------------
Hughes Non-Bargaining Employees Thrift and Savings Plan and Hughes Savings Plus
Plan:
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 Savings Plus Plan (formerly Hughes Bargaining Employees Thrift and
Savings Plan)(collectively, the "Plans") as of November 30, 2001 and 2000 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,
2001 and 2000 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 10, 2002
- 5 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT
AND SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
NOVEMBER 30, 2001
NON-BARGAINING SAVINGS PLUS TOTAL
-------------- ------------ -----
(Dollars in Thousands)
INVESTMENT IN HUGHES MASTER
TRUST (Notes 2 and 6) $2,557,911 $121,529 $2,679,440
CONTRIBUTIONS RECEIVABLE:
Employee 618 17 635
Employer 313 12 325
--------- -------- ---------
Total contributions
receivable 931 29 960
--------- -------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS $2,558,842 $121,558 $2,680,400
========== ======== ==========
See notes to financial statements.
- 6 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT
AND SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
NOVEMBER 30, 2000
SAVINGS PLUS
(Formerly
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.
- 7-
HUGHES NON-BARGAINING EMPLOYEES THRIFT
AND SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
FOR THE YEAR ENDED NOVEMBER 30, 2001
NON-
BARGAINING SAVINGS PLUS TOTAL
---------- ------------ ---------
(Dollars in Thousands)
INVESTMENT ACTIVITIES:
Net investment loss
from Hughes Master
Trust (Note 6) $(354,493) $(17,882) $(372,375)
-------- --------- ---------
OTHER INCREASE/(DECREASE)
IN ACTIVITIES:
Employee contributions 33,730 928 34,658
Employer contributions 14,138 605 14,743
Benefit payments (273,356) (18,478) (291,834)
Plan transfer (1,228) 1,228 -
--------- ------- --------
Net decrease
in other activities (226,716) (15,717) (242,433)
--------- ------- --------
DECREASE IN NET ASSETS
AVAILABLE FOR BENEFITS (581,209) (33,599) (614,808)
NET ASSETS AVAILABLE
FOR BENEFITS AT:
BEGINNING OF YEAR 3,140,051 155,157 3,295,208
--------- ------- ---------
END OF THE YEAR $2,558,842 $121,558 $2,680,400
========= ======= =========
See notes to financial statements.
- 8-
HUGHES NON-BARGAINING EMPLOYEES THRIFT
AND SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY PLAN
FOR THE YEAR ENDED NOVEMBER 30, 2000
SAVINGS PLUS
NON- (Formerly
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.
- 9 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000
NOTE 1. PLAN DESCRIPTION AND RELATED INFORMATION
The following description of the Hughes Non-Bargaining Employees Thrift and
Savings Plan and Hughes Savings Plus Plan (Formerly Hughes Bargaining Employees
Thrift and Savings Plan)(collectively "the 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
Hughes Non-Bargaining Employees Thrift and Savings Plan ("Non-Bargaining Plan")
and the Hughes Savings Plus Plan ("Savings Plus Plan"). The Plans were restated
on November 16, 2001, 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 Plans' 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 risk, credit risk, 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 Plans' 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.
- 10 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - 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 non-highly compensated participants may contribute from 1 percent to 15
percent, and eligible highly compensated participants may contribute from 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 are vested immediately in their contributions plus actual earnings
thereon. Vesting in the Company's contributions are based on years of continuous
service. Participants become fully vested after five years of service. Forfeited
Company contributions, if any, are used to reduce future Company contributions
to the Plans.
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 as set forth in the Plans. 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.
- 11 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - Continued
NOTE 5. BENEFITS TO WITHDRAWING PARTICIPANTS
Benefit payments to participants are recorded upon distribution. Net assets
available for benefits include the following amounts allocated to accounts of
persons who have elected to withdraw from the Plans, but have not yet been paid
from the Plans:
Plans 2001 2000
------------------ ------- -------
(Dollars in Thousands)
Non-Bargaining $1,184 $3,475
Savings Plus (Formerly Bargaining) 66 210
----- -----
Total $1,250 $3,685
===== =====
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 record keeper
(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 record keeper to
each Plan based on account balances for participants by Plan.
- 12-
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - 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, 2001
TOTAL
-----
(Dollars in thousands)
INVESTMENTS:
Short-term
investment funds $ 131,044
Certificates of
deposit 9,992
Short-term U.S.
Govt. obligations 99,278
Long-term U.S.
Govt. obligations
Short-term corporate
obligations 301,495
Long-term corporate
obligations
Common stock 810,093
Common stocks-GM
Class H 357,718
Pooled investments 163,588
Preferred stock 1,676
Insurance contracts 24,917
Mutual funds 445,446
Participant loans 32,959
Other 298,540
---------
Total investments 2,676,746
Dividends and interest
receivable 4,224
Receivable for
securities sold 3,370
Payable for securities
purchased (4,270)
Contributions
receivable 960
Other (630)
---------
NET ASSETS OF THE
MASTER TRUST $2,680,400
=========
- 13 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - Continued
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
=========
- 14 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - Continued
b) NET INVESTMENT INCOME/(LOSS) OF THE MASTER TRUST
FOR THE YEAR ENDED NOVEMBER 30, 2001
TOTAL
-------
(Dollars in Thousands)
INVESTMENT INCOME/(LOSS) AND
EXPENSES:
Net appreciation/(depreciation) in fair
value of investments
Hughes Equity Fund $ (155,873)
Hughes Fixed Income Fund (644)
GM Class H Common Stock Fund (185,367)
Hughes Balanced Fund (22,001)
Raytheon Class A
Common Stock Fund 366
Fidelity Combined Funds (100,831)
-------
Net depreciation in fair
value of investments (464,350)
Dividends 43,066
Interest and other
income 54,121
Investment management
and trustee fees (5,212)
-------
NET INVESTMENT LOSS $ (372,375)
=======
- 15 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - 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 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 LOSS $ (99,384)
=======
- 16 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - Continued
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, 2001 and 2000 of approximately $487,773,000 and $472,781,000,
respectively). Investment management fees paid by the Plans to the subsidiary
for the account it manages were as follows:
Plans 2001 2000
---------------------------------- ---- ----
(Dollars in Thousands)
Non-Bargaining $340 $310
Savings Plus (Formerly Bargaining) 18 16
---- ----
Total investment management fees $358 $326
==== ====
The Master Trust invests in certain General Motors Acceptance Corporation bonds
and General Motors Corporation common stocks. The plan sponsor is a wholly owned
subsidiary of General Motors Corporation and, therefore, these transactions
qualify as party-in-interest transactions.
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 Businesses' employees
that became Boeing employees were permitted to retain their account balances in
the 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.
Note 9. PLAN AMENDMENTS
The Plans were amended to include the following changes:
Effective December 1, 1999, automatic enrollment at a 2% deferral rate 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.
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.
Effective December 1, 2000, the Hughes Bargaining Employees Thrift and
Savings Plan was renamed to the Hughes Savings Plus Plan.
- 17 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - Continued
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 only the
Non-Bargaining Plan.
Effective June 14, 2001, service time at PanAmSat and DTVLA is recognized as
if the employee were hired or transferred in from a wholly owned subsidiary.
NOTE 10. SUBSEQUENT EVENTS
The Plans were amended to include the following changes:
Effective December 1, 2001, payment of minimum required distributions are
permitted in order to comply with the 2001 proposed IRS regulations.
Effective January 1, 2002, the Plan Administrator is allowed to approve
changes in contribution rates to the Plans as permitted by law and where such
changes are in the best interest of the Plans and their participants.
Effective January 1, 2002, Non-Highly Compensated Employees may contribute up
to 20% of pre-tax or after-tax compensation (in the aggregate) to the Plans
during any Plan Year.
Effective January 1, 2002, acceptance of rollover contributions from a
401(k), 403(b), and 457 plan, as well as taxable rollovers from a non-conduit
IRA and from spousal beneficiaries are allowed.
Effective January 1, 2002, acceptance of after-tax employee contributions
included in an eligible rollover distribution from another qualified plan is
allowed.
Effective July 1, 2002, participants who are age 50 or older are permitted
supplemental "catch-up" pre-tax contributions.
NOTE 11. OTHER MATTERS
On October 28, 2001, Hughes and GM, together with EchoStar Communications
Corporation ("EchoStar"), announced the signing of definitive agreements that
provide for the split-off of Hughes (or a company holding all of the capital
stock of Hughes) from GM and the combination of the Hughes business with
EchoStar by means of a merger ("Merger"). The Merger is subject to a number of
conditions and no assurances can be given that the transactions will be
completed.
- 18 -
HUGHES NON-BARGAINING EMPLOYEES THRIFT AND
SAVINGS PLAN AND HUGHES SAVINGS PLUS PLAN
(FORMERLY HUGHES BARGAINING EMPLOYEES THRIFT AND SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED NOVEMBER 30, 2001 AND 2000 - Concluded
NOTE 12. 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 2001 2000
------------------- ------ ------
Net assets available for benefits per the
Financial statements $2,558,842 $3,140,051
Payable to participants 1,184 3,475
--------- ---------
Net assets available for benefits per Form 5500 $2,557,658 $3,136,576
========= =========
Benefit payments per the financial statements $273,356 $445,274
Payable to participants - Current Year 1,184 3,475
Payable to participants - Prior Year (3,475) (5,675)
--------- ---------
Benefit payments per Form 5500 $271,065 $443,074
========= =========
Savings Plus (Formerly Bargaining) 2001 2000
---------------------------------- ------ ------
Net assets available for benefits per the
Financial statements $121,558 $155,157
Payable to participants 66 210
------- -------
Net assets available for benefits per Form 5500 $121,492 $154,947
======= =======
Benefit payments per the financial statements $18,478 $26,605
Payable to participants - Current Year 66 210
Payable to participants - Prior Year (210) (291)
--------- ---------
Benefit payments per Form 5500 18,334 26,524
======= =======
- 19 -