GENERAL MOTORS ACCEPTANCE CORP
10-Q, 1996-08-08
PERSONAL CREDIT INSTITUTIONS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)
 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
    1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996, OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
    1934 FOR THE TRANSITION PERIOD FROM            TO
                                        ----------    ---------


                                       Commission file number 1-3754
                                                              ------


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      -------------------------------------
             (Exact name of registrant as specified in its charter)


           NEW YORK                                38-0572512
- -------------------------------                -------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                 Identification No.)

767 Fifth Avenue, New York, New York                   10153
3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN           48202
- --------------------------------------------         ----------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code  313-556-5000

The registrant  meets the conditions set forth in General  Instruction  H(1) (a)
and (b) of Form  10-Q  and is  therefore  filing  this  Form  with  the  reduced
disclosure format.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section 13 of the  Securities  Exchange  Act of 1934  during the
preceding 12 months,  and (2) has been subject to such filing  requirements  for
the past 90 days. Yes X . No ___.

As of June 30, 1996,  there were outstanding  22,000,000  shares of the issuer's
common stock.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
================================================================================
<PAGE>


This  quarterly  report,  filed pursuant to Rule 13a-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q:


                        PART 1. FINANCIAL INFORMATION


The  required  information  is  given  as  to  the  registrant,  General  Motors
Acceptance Corporation and subsidiaries (the "Company" or "GMAC").

ITEM 1.  FINANCIAL STATEMENTS.

         In the opinion of management,  the interim financial statements reflect
         all  adjustments,  consisting of only normal  recurring items which are
         necessary  for a fair  presentation  of the  results  for  the  interim
         periods  presented.  The results for interim  periods are unaudited and
         are not necessarily indicative of results which may be expected for any
         other interim period or for the full year.  These financial  statements
         should  be  read  in  conjunction  with  the   consolidated   financial
         statements, the significant accounting policies, and the other notes to
         the consolidated  financial  statements  included in the Company's 1995
         Annual Report to the Securities and Exchange Commission on Form 10-K.

         The  Financial  Statements  described  below  are  submitted  herein as
         Exhibit 20.

         1.    Consolidated Balance Sheet, June 30, 1996, December 31, 1995
               and June 30, 1995.

         2.    Consolidated Statement of Income and Net Income Retained for
               Use in the Business for the Second Quarter and Six Months Ended
               June 30, 1996 and 1995.

         3.    Consolidated Statement of Cash Flows for the Six Months Ended
               June 30, 1996 and 1995.

         4.    Notes to Consolidated Financial Statements.




<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

EARNINGS
Consolidated  net income for the second quarter and six months  increased by 35%
and 28% over the comparable prior year periods.

                                       Period Ended June 30
                               SECOND QUARTER    |     SIX MONTHS
                               --------------    -     ----------
                               1996       1995   |   1996       1995
                               ----       ----   -   ----       ----
(in millions of dollars)                         |
Financing Operations*         $318.3     $228.3  |  $590.1     $444.6
Insurance Operations**          31.7       30.9  |    69.0       69.5
                              ------     ------     ------     ------
Consolidated Net Income       $350.0     $259.2  |  $659.1     $514.1
                              ======     ======     ======     ======

* Includes GMAC Mortgage Group (GMACMG)
**Motors Insurance Corporation (MIC)

Consolidated Return
 on Average Equity              16.7%      12.6%      15.8%      12.6%

The 39% and 33%  increases  in second  quarter  and six month  net  income  from
financing operations,  including GMACMG results, is primarily  attributable to a
significant improvement in North American financing margins,  principally in the
retail finance  receivables  and operating  lease  portfolios;  and, to a lesser
extent,  a lower effective tax rate in 1996 for GMAC's  international  financing
operations.


UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES
New vehicle deliveries in the U.S. were slightly above 1995 levels. Special rate
financing  and  incentivized   leasing  programs  sponsored  by  General  Motors
Corporation  (GM) were a primary  contributor  to higher  penetration  of retail
delivery  financing over the prior year period.  Reduced  participation in fleet
deliveries  is  predominantly  attributable  to  National  Car  Rental  System's
election to use other vehicle  finance  sources after it was sold by GM in June,
1995.

                                       Period Ended June 30
                                SECOND QUARTER    |     SIX MONTHS
                                --------------    -     ----------
                                1996       1995   |   1996       1995
                                ----       ----   -   ----       ----
(in millions of units)                            |
     Industry ...............    4.3        4.1   |    8.0        7.7
     General Motors .........    1.4        1.3   |    2.5        2.4
                                                  |
     New GM Vehicle Deliveries                    |
      Financed by GMAC                            |
       Retail (Instalment Sale                    |
        Contracts and                             |
        Operating Leases) ....  31.8%      25.4%  |   31.4%      25.3%
       Fleet Transactions                         |
       (Lease Financing) .....   4.7%      13.5%  |    5.2%      16.1%
      Total ..................  25.7%      23.0%  |   25.9%      23.4%


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

FINANCING VOLUME
The number of new vehicle deliveries  financed during the second quarter and six
months ended June 30, 1996 and 1995 are summarized below:

                                      Period Ended June 30
                               SECOND QUARTER    |     SIX MONTHS
                               --------------    -     ----------
                               1996       1995   |   1996       1995
                               ----       ----   -   ----       ----
     (in thousands of units)                     |
     UNITED STATES                               |
       Retail Instalment Sale                    |
        Contracts ...........  193        180    |   367        304
       Operating Leases .....  157        108    |   283        219
       Leasing ..............   18         42    |    34        101
                               ---        ---        ---        ---
     New Deliveries Financed   368        330    |   684        624
                               ===        ===        ===        ===
                                                 |
     OTHER COUNTRIES                             |
       Retail Instalment Sale                    |
        Contracts ...........   77         92    |   160        184
       Operating Leases .....   60         57    |   108         99
       Leasing ..............   22         20    |    40         37
                               ---        ---        ---        ---
     New Deliveries Financed   159        169    |   308        320
                               ===        ===        ===        ===
                                                 |
     WORLDWIDE                                   |
       Retail Instalment Sale                    |
        Contracts ...........  270        272    |   527        488
       Operating Leases .....  217        165    |   391        318
       Leasing ..............   40         62    |    74        138
                               ---        ---        ---        ---
     New Deliveries Financed   527        499    |   992        944
                               ===        ===        ===        ===

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
961,000 and  1,681,000 new GM vehicles  during the second  quarter and first six
months of 1996,  compared with 977,000 and 1,982,000 new GM vehicles  during the
same periods in 1995.  GMAC's wholesale  financing  represented  69.9% of all GM
U.S.  vehicle  sales to dealers  during the first six months of 1996,  down from
72.0% for the comparable period a year ago.

INCOME AND EXPENSES
Consolidated  financing  revenue  totaled  $3.1  billion and $6.3 billion in the
second quarter and first six months of 1996, respectively,  7% and 12% above the
comparable 1995 periods. The increased retail and leasing revenues,  principally
resulting from higher average asset levels in the U.S., were partially  offset
by a reduction in wholesale  financing  revenue which is primarily  attributable
to lower  interest rate indexes upon which floor plan rates are based and the
April 1996  additional sale of wholesale  receivables  which GMAC continues to
service for a fee.

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

The Company's  worldwide  cost of borrowing for the second quarter and first six
months of 1996 averaged 6.46% and 6.60%,  respectively,  a decrease of 79 and 60
basis points from the comparable  periods of a year ago. Total  borrowing  costs
for U.S.  operations  averaged  6.36% and 6.50% for the second quarter and first
six months of 1996,  compared to 6.98% and 7.02% for the  respective  periods in
1995. These  improvements  are  attributable to two factors:  1) a lower general
level of short term  interest  rates as the U.S.  prime lending rate for the six
month period  averaged 62 basis  points below 1995;  and 2) the return to a more
traditional  funding mix which emphasizes a greater  proportion of floating rate
short-term borrowings.

Other income,  including  gains and fees related to sold finance  receivables as
well as mortgage banking  activities,  totaled $540.8 million and $987.9 million
for the second  quarter and first six months  ended June 30,  1996,  compared to
$562.4  million and $1,061.4  million during the  comparable  1995 periods.  The
decrease from prior year activity is principally the result of lower income from
sale of  receivables  transactions  and  interest  income  from GM  receivables,
partially offset by higher fee and investment income at GMACMG.

Net retail losses were 1.17% and 1.20% of total average  serviced  assets during
the second quarter and first six months of 1996, compared to 0.68% and 0.67% for
the same  periods  last year.  During the  second  quarter of 1996,  the rate of
charge-off  experience  in the U.S.  stabilized;  resulting in the provision for
financing  losses being 1% above the comparable 1995 period.  For the six months
ended June 30, 1996, the provision for financing losses was $101.5 million above
the prior year of which $100.2 million is attributable to the first quarter.

Other operating expenses totaled $391.5 million and $737.0 million for the three
and six month  periods  ended June 30,  1996,  a 14% and 15%  increase  over the
respective  prior  year  periods,  reflecting  higher  general  operating  costs
incidental to expanded business activities.

MORTGAGE OPERATIONS
The GMACMG  maintained its position as a leading  mortgage  banker in the United
States.  For the second quarter of 1996, loan  origination,  mortgage  servicing
acquisitions and correspondent loan volume totaled $11.9 billion, an increase of
$6.4 billion from a year ago. This increase was due to a more favorable interest
rate environment compared to last year, and expanded participation in the market
for residential servicing rights.  Reflecting this activity, the combined GMACMG
servicing  portfolio increased 19% during the six month period to $96.2 billion,
42% above the $67.8 billion serviced at June 30, 1995.


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

FINANCIAL CONDITION AND LIQUIDITY
At June 30, 1996, the Company owned assets and serviced  automotive  receivables
totaling  $106.9  billion,  $0.3 billion above  year-end  1995, and $2.6 billion
above June 30,  1995.  The  increase is  principally  attributable  to continued
growth of operating  leases,  partially offset by a decline in the total finance
receivables  servicing  portfolio.  Earning assets totaled $93.1 billion at June
30, 1996 compared to $92.0 billion and $89.1 billion at December 31 and June 30,
1995, respectively.

Finance receivables serviced by the Company, including sold receivables, totaled
$70.4 billion at June 30, 1996,  $1.3 billion and $1.8 billion below December 31
and June 30, 1995,  respectively,  with the reduction primarily  attributable to
lower  wholesale  finance  outstandings.  However,  during the second quarter of
1996,  these  serviced  receivables  increased  by $1.3  billion,  predominantly
resulting  from a  higher  wholesale  finance  servicing  portfolio  due to GM's
resumed  production of vehicles in North America following a strike during March
1996.

During the second quarter of 1996, the Company utilized its asset securitization
program by selling additional retail finance  receivables  totaling $1.1 billion
and wholesale finance receivables  totaling $1.9 billion.  The Company continues
to service these receivables for a fee.

Consolidated operating lease assets, net of depreciation,  totaled $24.1 billion
at June 30, 1996,  reflecting  increases of 9% and 20% over December 31 and June
30, 1995, respectively.  The portfolio growth reflects a continued trend of more
consumers selecting leasing as a method to finance vehicles.

The Company's due and deferred from receivable  sales (net) totaled $1.2 billion
at June 30, 1996, 11% and 24% below December 31 and June 30, 1995, respectively.
The continued decrease is primarily  attributable to the normal  amortization of
net assets on sale of retail receivables transactions.

As of June 30,  1996,  GMAC's  total  borrowings  were $74.4  billion,  a slight
decrease  from $74.9  billion at December 31, 1995,  but an increase  from $70.6
billion at June 30, 1995. The higher mid-year to mid-year borrowings outstanding
were used to fund increased earning asset levels.  GMAC's ratio of debt to total
stockholder's  equity at June 30,  1996 was 8.9:1  compared to 9.1:1 at December
31, 1995 and 8.5:1 at June 30, 1995.


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONCLUDED)

The Company and its subsidiaries maintain substantial bank lines of credit which
totaled  $40.4  billion at June 30, 1996,  compared to $40.0 billion at year-end
1995 and $38.1  billion at June 30,  1995.  The unused  portion of these  credit
lines  totaled  $31.5  billion at June 30,  1996,  $1.0 billion and $1.5 billion
higher than December 31 and June 30, 1995, respectively.  Included in the unused
credit lines are a committed U.S. revolving credit facility of $10 billion which
serves primarily as back-up for GMAC's unsecured  commercial paper program and a
$12.2 billion U.S.  asset-backed  commercial  paper  liquidity  and  receivables
credit facility for New Center Asset Trust (NCAT),  a  non-consolidated  limited
purpose business trust established to issue asset-backed commercial paper.

As  discussed  in the  Company's  1995 Annual  Report on Form 10-K, a variety of
interest rate and currency  derivative  instruments are utilized in managing
interest rate and foreign exchange exposures.  During the first six months ended
June 30,  1996,  there  were no  significant  changes  in the  Company's  use of
derivative financial instruments or in the portfolio's fair value.

ACCOUNTING STANDARDS
In June 1996,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities" (SFAS No. 125). SFAS No.
125  is  effective  for   transfers  and  servicing  of  financial   assets  and
extinguishments  of liabilities  occurring  after December 31, 1996. The Company
has not yet determined the impact that this new accounting standard will have on
its consolidated operating results or financial position. The Company will adopt
this accounting standard on January 1, 1997, as required.



- -----------------------------------


<PAGE>


                          PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company did not become a party to any  material  pending  legal  proceedings
during the second  quarter  ended June 30, 1996,  or prior to the filing of this
report.

ITEM 5. OTHER INFORMATION

                      RATIO OF EARNINGS TO FIXED CHARGES

                               Six Months Ended
                                   JUNE 30
                                   -------

                                1996        1995
                                ----        ----
                                1.43        1.35

The ratio of earnings to fixed  charges has been  computed by dividing  earnings
before income taxes and fixed charges by the fixed charges.  This ratio includes
the earnings and fixed charges of the Company and its consolidated subsidiaries;
fixed charges consist of interest,  debt discount and expense and the portion of
rentals  for  real  and  personal   properties   in  an  amount   deemed  to  be
representative of the interest factor.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

   (a)   EXHIBITS:

         20.   General Motors Acceptance Corporation and Subsidiaries
               Consolidated Financial Statements for the Second Quarter
               and Six Months Ended June 30, 1996.

   (b)   REPORTS ON FORM 8-K:

         The  Company  did not file a  Current  Report  on Form 8-K  during  the
         quarter ended June 30, 1996.


<PAGE>


                                  SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                  GENERAL MOTORS ACCEPTANCE CORPORATION
                                               (Registrant)


                                  S/  ERIC A. FELDSTEIN
                                  ---------------------------------
Dated:   AUGUST 8, 1996           Eric A. Feldstein, Executive Vice
         --------------           President and Principal Financial
                                  Officer


                                  S/  GERALD E. GROSS
                                  --------------------------------
Dated:   AUGUST 8, 1996           Gerald E. Gross, Comptroller and
         --------------           Principal Accounting Officer



<PAGE>
<TABLE>
                       GENERAL MOTORS ACCEPTANCE CORPORATION
                             CONSOLIDATED BALANCE SHEET

Exhibit 20
Page 1 of 6
<CAPTION>
                                                      June 30    Dec. 31    June 30
                                                       1996       1995        1995
                                                       ----       ----        ----
                                                        (in millions of dollars)
<S>                                                  <C>        <C>        <C>      
Cash and Cash Equivalents .......................... $   960.4  $ 1,448.6  $ 1,476.1
                                                     ---------  ---------  ---------

EARNING ASSETS
Investments in securities ..........................   4,365.7    4,328.2    4,336.8
Finance receivables, net (Note 1) ..................  59,331.9   60,404.9   59,801.4
Net investment in operating leases .................  24,112.6   22,134.9   20,026.7
Real estate mortgages - held for resale ............   1,768.6    1,486.8    1,391.6
                      - held for investment ........     736.1      706.8    1,002.2
                      - lending receivables ........     767.0      710.1      401.5
Due and deferred from receivable sales, net ........   1,227.4    1,371.4    1,608.0
Other ..............................................     753.8      871.0      524.0
                                                     ---------   --------  ---------
   Total earning assets ............................  93,063.1   92,014.1   89,092.2
                                                     ---------  ---------  ---------

OTHER ASSETS
Intangible assets, at cost less amortization .......     166.4      166.8      171.8
Other nonearning assets ............................   1,887.2    2,018.0    1,643.6
                                                     ---------  ---------  ---------
   Total other assets ..............................   2,053.6    2,184.8    1,815.4
                                                     ---------  ---------  ---------

TOTAL ASSETS ....................................... $96,077.1  $95,647.5  $92,383.7
                                                     =========  =========  =========

Notes, loans and debentures payable within
 one year (Note 2) ................................. $43,165.9  $43,871.8  $36,974.6
                                                     ---------  ---------  ---------


ACCOUNTS PAYABLE AND OTHER LIABILITIES
General Motors Corporation and affiliated companies    1,959.1    1,787.6    2,925.7
Interest ...........................................   1,166.0    1,048.0    1,203.5
Unpaid insurance losses and loss adjustment expense    1,529.1    1,499.7    1,561.9
Unearned insurance premiums ........................   1,426.6    1,421.9    1,418.3
Deferred income taxes ..............................   2,195.7    2,175.6    1,911.2
United States and foreign income and other taxes
 payable ...........................................     140.2      294.5      177.5
Other postretirement benefits ......................     622.0      600.4      596.9
Other ..............................................   4,320.4    3,628.1    3,726.0
                                                     ---------  ---------  ---------
   Total accounts payable and other liabilities ....  13,359.1   12,455.8   13,521.0
                                                     ---------  ---------  ---------

Notes, loans and debentures payable after one year
 (Note 3) ..........................................  31,210.1   31,050.6   33,626.3
                                                     ---------  ---------  ---------

Common stock, $100 par value (authorized 25,000,000
 shares, outstanding 22,000,000 shares) ............   2,200.0    2,200.0    2,200.0
Net income retained for use in the business ........   5,893.8    5,734.7    5,767.8
Net unrealized gains on securities .................     242.8      284.7      213.8
Unrealized accumulated foreign currency translation
 adjustment ........................................       5.4       49.9       80.2
                                                     ---------  ---------  ---------
   Total stockholder's equity ......................   8,342.0    8,269.3    8,261.8
                                                     ---------  ---------  ---------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY ......... $96,077.1  $95,647.5  $92,383.7
                                                     =========  =========  =========

Certain   amounts  for  1995  have  been   reclassified  to  conform  with  1996
classifications.

Reference should be made to the Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>


                        GENERAL MOTORS ACCEPTANCE CORPORATION
                         CONSOLIDATED STATEMENT OF INCOME AND
                     NET INCOME RETAINED FOR USE IN THE BUSINESS

                                                                     Exhibit 20
                                                                    Page 2 of 6

<CAPTION>
                                              Period Ended June 30
                                     SECOND QUARTER            SIX MONTHS
                                     --------------            ----------
                                    1996        1995        1996        1995
                                    ----        ----        ----        ----
                                            (in millions of dollars)
FINANCING REVENUE
<S>                              <C>         <C>         <C>        <C>       
Retail and lease financing ..... $    955.7  $    772.3  $ 1,913.2  $  1,522.7
Operating leases ...............    1,784.6     1,539.3    3,522.9     2,972.3
Wholesale and term loans .......      384.0       606.0      867.4     1,140.0
                                 ----------  ----------  ---------  ----------
   Total financing revenue .....    3,124.3     2,917.6    6,303.5     5,635.0
Interest and discount ..........   (1,224.6)   (1,275.3)  (2,464.3)   (2,495.1)
Depreciation on operating leases   (1,122.9)   (1,051.3)  (2,273.6)   (2,041.0)
                                 ----------  ----------  ---------  ----------
   Net financing revenue .......      776.8       591.0    1,565.6     1,098.9
Insurance premiums earned ......      287.9       273.5      585.4       544.8
Other income ...................      540.8       562.4      987.9     1,061.4
                                 ----------  ----------  ---------  ----------
   NET FINANCING REVENUE AND
    OTHER ......................    1,605.5     1,426.9    3,138.9     2,705.1
                                 ----------  ----------  ---------  ----------

EXPENSES
Salaries and benefits ..........      224.0       221.7      481.6       447.3
Other operating expenses .......      391.5       344.1      737.0       641.8
Insurance losses and loss
 adjustment expenses ...........      262.3       253.4      507.3       509.3
Provision for financing losses .      134.6       133.3      289.8       188.3
Amortization of intangible
 assets ........................       32.0        19.7       54.8        33.0
                                 ----------  ----------  ---------  ----------
   Total expenses ..............    1,044.4       972.2    2,070.5     1,819.7
                                 ----------  ----------  ---------  ----------

Income before income taxes .....      561.1       454.7    1,068.4       885.4
United States, foreign and other
 income taxes ..................      211.1       195.5      409.3       371.3
                                 ----------  ----------  ---------  ----------
   NET INCOME ..................      350.0       259.2      659.1       514.1

Net income retained for use in
 the business at beginning of
 the period ....................    5,793.8     5,708.6    5,734.7     5,653.7
                                 ----------  ----------  ---------  ----------
Total ..........................    6,143.8     5,967.8    6,393.8     6,167.8
Cash dividends .................      250.0       200.0      500.0       400.0
                                 ----------  ----------  ---------  ----------
   NET INCOME RETAINED FOR USE
    IN THE BUSINESS AT END OF
    THE PERIOD ................. $  5,893.8  $  5,767.8  $ 5,893.8  $  5,767.8
                                 ==========  ==========  =========  ==========

Reference should be made to the Notes to Consolidated Financial Statements.

</TABLE>

<PAGE>
<TABLE>


                        GENERAL MOTORS ACCEPTANCE CORPORATION
                         CONSOLIDATED STATEMENT OF CASH FLOWS

Exhibit 20
Page 3 of 6

<CAPTION>
                                                                   Six Months Ended
                                                                       JUNE 30
                                                               ------------------------
                                                                  1996         1995
                                                               ----------  ------------
                                                               (in millions of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>         <C>       
Net income ..................................................  $    659.1  $    514.1
Depreciation ................................................     2,292.7     2,058.1
Provision for financing losses ..............................       289.8       188.3
Gains on Sales of Finance Receivables .......................       (18.8)      (38.2)
Mortgage loans-originations/purchases .......................    (9,447.1)   (3,952.8)
              -proceeds on sale .............................     9,165.3     3,575.5
Mortgage related securities held for trading - acquisitions .      (202.8)     (116.8)
                                             - liquidations .       113.4       155.6
Changes in the following items
  Due to General Motors Corporation and affiliated companies .      206.8     1,012.1
  Taxes payable and deferred .................................      (98.6)      251.9
  Interest payable ...........................................      119.3       239.1
  Other assets ...............................................       67.5        82.2
  Other liabilities ..........................................      655.7      (249.9)
Other ........................................................      138.5       (13.0)
                                                                ---------   ---------
   Net cash provided by operating activities .................    3,940.8     3,706.2
                                                                ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Finance receivables-acquisitions .............................  (73,916.3)  (85,616.7)
                   -liquidations .............................   56,094.8    70,472.1
Notes receivable from General Motors Corporation .............      (45.7)    1,080.5
Operating leases-acquisitions ................................   (9,894.8)   (6,795.0)
                -liquidations ................................    5,508.1     2,834.0
Investments in securities-acquisitions .......................   (5,057.2)   (6,821.8)
                 -liquidations ...............................    5,045.7     6,590.8
Proceeds from sales of receivables-wholesale .................   17,466.3     7,854.6
                                  -retail ....................      999.3     3,378.1
Due and deferred from receivable sales .......................      162.8        (4.9)
Other ........................................................       79.4       466.9
                                                                ---------   ---------
   Net cash used in investing activities .....................   (3,557.6)   (6,561.4)
                                                                ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Debt with original  maturities 90 days and over
     -proceeds ...............................................   26,180.5    29,039.1
     -liquidations ...........................................  (25,264.4)  (25,048.9)
Debt with original maturities less than 90 days-net change ...   (1,290.2)     (593.4)
Dividends paid ...............................................     (500.0)     (400.0)
                                                                ---------   ---------
   Net cash (used in) provided by financing activities .......     (874.1)    2,996.8
                                                                ---------   ---------

Effect of exchange rate changes on cash and cash equivalents .        2.7        (5.0)
                                                                ---------   ---------
   Net (decrease)/increase in cash and cash equivalents ......     (488.2)      136.6
Cash and cash equivalents at the beginning of the period .....    1,448.6     1,339.5
                                                                ---------   ---------
Cash and cash equivalents at the end of the period ...........  $   960.4   $ 1,476.1
                                                                =========   =========

Certain   amounts  for  1995  have  been   reclassified  to  conform  with  1996
classifications.

Reference should be made to the Notes to Consolidated Financial Statements.

</TABLE>

<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                    Exhibit 20
                                                                   Page 4 of 6


NOTE 1.  FINANCE RECEIVABLES

The composition of finance  receivables  outstanding at June 30, 1996, December
31, 1995 and June 30, 1995 is summarized as follows:

                                          June 30     Dec. 31     June 30
                                            1996        1995        1995
                                          -------     -------     -------
                                              (in millions of dollars)
United States
 Retail ................................ $ 28,269.9  $ 26,979.9  $ 22,447.1
 Wholesale .............................   13,545.5    16,189.6    18,485.3
 Leasing and lease financing ...........    1,268.3     1,327.3     1,454.0
 Term loans to dealers and others ......    4,003.1     3,729.6     4,297.7
                                         ----------  ----------  ----------
Total United States ....................   47,086.8    48,226.4    46,684.1
                                         ----------  ----------  ----------

Canada
 Retail ................................      649.8       786.8       959.4
 Wholesale .............................    1,851.4     1,512.2     1,905.2
 Leasing and lease financing ...........      799.1       714.8       732.4
 Term loans to dealers and others ......      227.5       142.0       142.3
                                         ----------  ----------  ----------
Total Canada ...........................    3,527.8     3,155.8     3,739.3
                                         ----------  ----------  ----------

Europe
 Retail ................................    5,677.7     5,955.9     5,951.0
 Wholesale .............................    3,523.0     3,863.0     4,077.6
 Leasing and lease financing ...........      550.7       567.0       589.0
 Term loans to dealers and others ......      217.8       230.5       228.3
                                         ----------  ----------  ----------
Total Europe ...........................    9,969.2    10,616.4    10,845.9
                                         ----------  ----------  ----------

Other Countries
 Retail ................................    2,059.9     1,908.6     1,663.6
 Wholesale .............................      806.2       656.1       518.8
 Leasing and lease financing ...........      517.4       451.2       474.5
 Term loans to dealers and others ......      131.5       120.8        93.8
                                         ----------  ----------  ----------
Total Other Countries ..................    3,515.0     3,136.7     2,750.7
                                         ----------  ----------  ----------

Total finance receivables ..............   64,098.8    65,135.3    64,020.0
                                         ----------  ----------  ----------

Deductions
 Unearned income .......................    3,906.2     3,922.5     3,478.6
 Allowance for financing losses ........      860.7       807.9       740.0
                                         ----------  ----------  ----------
Total deductions .......................    4,766.9     4,730.4     4,218.6
                                         ----------  ----------  ----------
Finance receivables, net ............... $ 59,331.9  $ 60,404.9  $ 59,801.4
                                         ==========  ==========  ==========

<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 20
Page 5 of 6

NOTE 2.  NOTES, LOANS AND DEBENTURES PAYABLE WITHIN ONE YEAR

                                          June 30     Dec. 31     June 30
                                            1996        1995        1995
                                          -------     -------     -------
                                              (in millions of dollars)
Short-term notes
 Commercial paper ...................... $ 19,970.3  $ 21,926.0  $ 18,840.0
 Master notes ..........................      297.0       253.5       643.3
 Demand notes ..........................    3,292.2     3,037.4     2,775.0
 Other .................................    1,443.2     1,433.9       975.2
                                         ----------  ----------  ----------
Total principal amount .................   25,002.7    26,650.8    23,233.5
Unamortized discount ...................     (177.4)     (343.8)     (177.7)
                                         ----------  ----------  ----------
Total ..................................   24,825.3    26,307.0    23,055.8
                                         ----------  ----------  ----------

Bank loans and overdrafts
 United States .........................    1,255.0     1,014.0       640.0
 Other Countries .......................    5,831.1     7,031.7     5,819.5
                                         ----------  ----------  ----------
Total ..................................    7,086.1     8,045.7     6,459.5
                                         ----------  ----------  ----------

Other notes, loans and debentures
 payable within one year
  United States:
    Medium-term notes ..................    8,464.0     6,920.9     5,323.1
    Other (net) ........................    2,014.5     1,776.1     1,300.5
  Other countries ......................      776.0       822.1       835.7
                                         ----------  ----------  ----------
Total ..................................   11,254.5     9,519.1     7,459.3
                                         ----------  ----------  ----------

Total payable within one year .......... $ 43,165.9  $ 43,871.8  $ 36,974.6
                                         ==========  ==========  ==========




<PAGE>


                    GENERAL MOTORS ACCEPTANCE CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                  Exhibit 20
                                                                 Page 6 of 6

NOTE 3.  NOTES, LOANS AND DEBENTURES PAYABLE AFTER ONE YEAR

                       Weighted average
                      interest rates at   June 30     Dec. 31     June 30
MATURITY                JUNE 30, 1996       1996        1995        1995
- --------------------- -----------------  ----------  ----------  -------
Notes, Loans                                  (in millions of dollars)
 And Debentures
United States currency
 1996 ...............         --         $    --     $    --     $  4,540.0
 1997 ...............        6.6%           2,920.7     8,522.5     8,045.4
 1998 ...............        6.3%           6,863.9     4,975.3     4,347.4
 1999 ...............        6.9%           5,070.2     3,680.0     3,569.1
 2000 ...............        7.4%           3,333.6     2,453.2     2,302.6
 2001 ...............        7.1%           2,409.0     1,323.9     1,323.5
 2002 - 2006 ........        7.2%           4,602.6     3,777.6     2,217.1
 2007 - 2011 ........       10.3%             900.0       900.0       900.0
 2012 - 2016 ........       10.2%             677.2       977.2       977.2
 2017 - 2049 ........        5.2%              75.0        75.0        75.0
                                         ----------  ----------  ----------
Total United States currency               26,852.2    26,684.7    28,297.3

Other currencies
 1996 - 2005 ........        7.2%           5,107.3     5,130.0     6,107.3
                                         ----------  ----------  ----------

Total notes, loans and
 debentures .........                      31,959.5    31,814.7    34,404.6
Unamortized discount                         (749.4)     (764.1)     (778.3)
                                         ----------   ---------  ----------
Total notes, loans and
 debentures payable after
 one year ...........                    $ 31,210.1  $ 31,050.6  $ 33,626.3
                                         ==========  ==========  ==========

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the General
Motors Acceptance Corporation Form 10-Q for the period ending June 30, 1996 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000040729
<NAME> GMAC
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                             960
<SECURITIES>                                      4366
<RECEIVABLES>                                    64099
<ALLOWANCES>                                       861
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           24113
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   96077
<CURRENT-LIABILITIES>                            49387
<BONDS>                                          31210
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        6142
<TOTAL-LIABILITY-AND-EQUITY>                     96077
<SALES>                                              0
<TOTAL-REVENUES>                                  7877
<CGS>                                                0
<TOTAL-COSTS>                                     2781
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   290
<INTEREST-EXPENSE>                                2464
<INCOME-PRETAX>                                   1068
<INCOME-TAX>                                       409
<INCOME-CONTINUING>                                659
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       659
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the General
Motors Acceptance Corporation Form 10-Q for the period ending June 30, 1996 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<RESTATED> 
<CIK> 0000040729
<NAME> GMAC
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                            1476
<SECURITIES>                                      4337
<RECEIVABLES>                                    64020
<ALLOWANCES>                                       740
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           20027
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   92384
<CURRENT-LIABILITIES>                            44262
<BONDS>                                          33626
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        6062
<TOTAL-LIABILITY-AND-EQUITY>                     92384
<SALES>                                              0
<TOTAL-REVENUES>                                  7241
<CGS>                                                0
<TOTAL-COSTS>                                     2550
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   188
<INTEREST-EXPENSE>                                2495
<INCOME-PRETAX>                                    885
<INCOME-TAX>                                       371
<INCOME-CONTINUING>                                514
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       514
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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