GENERAL MOTORS ACCEPTANCE CORP
10-Q, 1996-11-08
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 SEPTEMBER 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  September  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, September 30, 1996, December 31,
               1995 and September 30, 1995.

         2.    Consolidated Statement of Income and Net Income Retained for
               Use in the Business for the Third Quarter and Nine Months Ended
               September 30, 1996 and 1995.

         3.    Consolidated Statement of Cash Flows for the Nine Months Ended
               September 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 third  quarter and nine months  ended
September  30,  1996  increased  by 21% and 26% over the  comparable  prior year
periods.

                                     Period Ended September 30
                                Third Quarter    |     Nine Months
                               ----------------  |  -----------------
                                1996       1995  |   1996       1995
                               ------     ------ |  ------     ------
(in millions of dollars)                         |
Financing Operations*          $252.4     $222.2 |  $842.5     $666.8
Insurance Operations**           54.9       31.5 |   123.9      101.0
                               ------     ------ |  ------     ------
Consolidated Net Income        $307.3     $253.7 |  $966.4     $767.8
                               ======     ======    ======     ======

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

Consolidated Return
 on Average Equity              14.5%      12.2%      15.3%      12.5%

The 14% and 26%  increases  in third  quarter  and nine  month net  income  from
financing  operations are primarily  attributable  to continued  lending  margin
improvements in North America, principally in the retail finance receivables and
operating lease portfolios; a lower effective tax rate in 1996 for the Company's
international financing operations; and GMACMG earnings growth.

Higher capital gains realization and improved  commercial  underwriting  results
were the  predominant  contributors  to the 74% and 23%  favorable  increases in
MIC's  earnings for the three and nine month  periods  ended  September 30, 1996
compared to the respective results for last year.

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES
Special rate financing and incentivized  leasing  programs  sponsored by General
Motors Corporation (GM) were a primary  contributor to favorable gains in market
share for the first nine months of 1996 compared to 1995.

                                     Period Ended September 30
                                 Third Quarter    |     Nine Months
                               -----------------  |  -----------------
                                1996       1995   |   1996       1995
                               ------     ------  |  ------     ------
(in millions of units)                            |
     Industry ...............    3.9        3.8   |   11.9       11.5
     General Motors .........    1.2        1.2   |    3.7        3.7
                                                  |
     New GM Vehicle Deliveries                    |
      Financed by GMAC                            |
       Retail (Instalment Sale                    |
        Contracts and                             |
        Operating Leases) ....  29.0%      29.6%  |   30.6%      26.8%
       Fleet Transactions                         |
       (Lease Financing) .....   4.7%       4.7%  |    5.0%      13.1%
      Total ..................  24.9%      25.9%  |   25.6%      24.2%



<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 third quarter and nine
months ended September 30, 1996 and 1995 are summarized below:

                                     Period Ended September 30
                                Third Quarter    |    Nine Months
                              -----------------  | ----------------
                               1996       1995   |  1996      1995
                              ------     ------  | ------    ------
     (in thousands of units)                     |
     United States                               |
       Retail Instalment Sale                    |
        Contracts ...........   150       209    |    517       513
       Operating Leases .....   143       124    |    426       343
       Leasing ..............    13        12    |     47       113
                               ----      ----    |  -----     -----
     New Deliveries Financed    306       345    |    990       969
                               ====      ====    |  =====     =====
                                                 |
     Other Countries                             |
       Retail Instalment Sale                    |
        Contracts ...........    91       100    |    251       284
       Operating Leases .....    58        51    |    166       150
       Leasing ..............    22        14    |     62        51
                               ----      ----    |  -----     -----
     New Deliveries Financed    171       165    |    479       485
                               ====      ====    |  =====     =====
                                                 |
     Worldwide                                   |
       Retail Instalment Sale                    |
        Contracts ...........   241       309    |    768       797
       Operating Leases .....   201       175    |    592       493
       Leasing ..............    35        26    |    109       164
                               ----      ----    |  -----     -----
     New Deliveries Financed    477       510    |  1,469     1,454
                               ====      ====       =====     =====

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
799,000 and  2,479,000  new GM vehicles  during the third quarter and first nine
months of 1996,  compared with 770,000 and 2,752,000 new GM vehicles  during the
same periods in 1995.  GMAC's wholesale  financing  represented  70.1% of all GM
U.S.  vehicle sales to dealers  during the first nine months of 1996,  down from
71.6% for the comparable period a year ago.

INCOME AND EXPENSES 
Consolidated  financing  revenue  totaled  $3.2  billion and $9.5 billion in the
third quarter and first nine months of 1996, respectively,  7% and 10% above the
comparable  1995  periods.  Retail and leasing  revenues  were up by 13% for the
quarter,  and 18% for the nine month period,  principally  due to higher average
asset levels in North America.  Partially  offsetting  these  improvements was a
decline in wholesale financing revenue which is primarily  attributable to lower
average outstandings caused by the August 1995 and April 1996 sales of wholesale
receivables  which GMAC  continues  to service  for a fee.  Additionally,  lower
interest  rate indexes upon which floor plan rates are based  reduced  wholesale
financing revenue.


<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 third quarter and first nine
months of 1996 averaged 6.49% and 6.56%,  respectively,  a decrease of 50 and 57
basis points from the comparable  periods of a year ago. Total  borrowing  costs
for U.S.  operations  averaged  6.44% and 6.48% for the third  quarter and first
nine months of 1996,  compared to 6.90% and 6.98% for the respective  periods in
1995. These improvements are predominantly  attributable to a greater proportion
of floating  rate  borrowings  in the U.S.  during a period in which the general
level of short-term  interest rates declined (e.g.,  the U.S. prime lending rate
for the first nine months of 1996 averaged 51 basis points below the  comparable
period in 1995).

Annualized  net retail  losses  were 1.23% and 1.21% of total  average  serviced
assets during the third quarter and first nine months of 1996, compared to 0.75%
and 0.70% for the same periods last year.  For the three and nine month  periods
ended  September 30, 1996, the provision for financing  losses  increased by 21%
and 41% above the  respective  1995 periods.  In 1996, the Company has tightened
its credit standards and intensified collection efforts to stabilize this trend.

Other  operating  expenses  totaled $473.8 million and $1,265.6  million for the
three and nine month  periods ended  September  30, 1996,  29% and 21% above the
respective  prior  year  periods,  reflecting  higher  general  operating  costs
incidental to expanded financing business activities.

MORTGAGE  OPERATIONS
GMACMG has  continued to maintain its position as a leading  mortgage  banker in
the United  States.  The favorable  earnings  growth for GMACMG in 1996 reflects
solid  volume in all  segments  of the  mortgage  business  and  improvement  in
interest rate spreads on mortgage  assets.  For the third quarter of 1996,  loan
origination,  mortgage  servicing  acquisitions  and  correspondent  loan volume
totaled  $12.8  billion,  an  increase  of $6.0  billion  from a year ago.  This
increase was due to expanding  residential and commercial  industry  volumes and
continued  expansion of  participation  in the market for residential  servicing
rights.  Reflecting this activity,  the combined GMACMG  servicing  portfolio at
September 30, 1996 totaled $103.9  billion,  28% and 49% higher than at December
31 and September 30, 1995, respectively.

INSURANCE  OPERATIONS
MIC's net income for the respective three and nine month periods ended September
30, 1996 was $54.9 million and $123.9 million,  74% and 23% above the comparable
periods in 1995.  Higher  capital  gains  realization  and  improved  commercial
underwriting results during the third quarter were the predominant  contributors
to these earnings increases over last year.


<PAGE>


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

FINANCIAL CONDITION AND LIQUIDITY
At  September  30,  1996,  the  Company  owned  assets and  serviced  automotive
receivables totaling $106.5 billion,  $0.1 billion below year-end 1995, and $3.2
billion  above  September  30, 1995.  Earning  assets  totaled  $92.9 billion at
September  30, 1996, compared to $92.0  billion and $88.9 billion at December 31
and September 30, 1995, respectively.  These increases over the comparable prior
year period are principally  attributable  to continued  growth of the operating
lease portfolio.

Finance receivables serviced by the Company, including sold receivables, totaled
$68.7 billion at September 30, 1996, compared to $72.5 billion and $69.5 billion
at December 31 and September 30, 1995, respectively.  The decline in the overall
servicing  portfolio  since  year-end  1995 is primarily  attributable  to lower
wholesale finance  receivables  outstanding caused by reduced dealer inventories
which are seasonally low preceding new model year introduction.

During the third  quarter of 1996,  the Company  continued  to utilize its asset
securitization  program by selling  retail  finance  receivables  totaling  $1.1
billion. The Company continues to service these receivables for a fee.

Consolidated operating lease assets, net of depreciation,  totaled $25.1 billion
at September 30, 1996,  reflecting increases of 13% and 17% over December 31 and
September  30, 1995,  respectively.  The portfolio  growth  reflects a continued
trend of more consumers selecting leasing as a method to finance vehicles.

As of  September  30, 1996,  GMAC's  total  borrowings  were $75.0  billion,  an
increase  from $74.9  billion and $69.4 billion at December 31 and September 30,
1995, respectively. The higher year-to-year debt levels were principally used to
fund increased earning asset levels. GMAC's ratio of debt to total stockholder's
equity at September 30, 1996 was 9.1:1,  relatively  unchanged from December 31,
1995, and higher than 8.4:1 at September 30, 1995.

The Company and its subsidiaries  continue to maintain substantial bank lines of
credit which  totaled  $40.8  billion at September  30, 1996,  compared to $40.0
billion at year-end  1995 and $39.6  billion at September  30, 1995.  The unused
portion of these credit lines totaled $32.0 billion at September 30, 1996,  $1.5
billion  and $0.5  billion  higher  than  December 31 and  September  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.



<PAGE>


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

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 nine months ended
September 30, 1996,  there were no  significant  changes in the Company's use of
derivative financial instruments or in the portfolio's fair value.

CASH FLOWS
Cash provided by operating activities during the nine months ended September 30,
1996  totaled  $4.7  billion,  compared  to $5.7  billion  provided  during  the
corresponding  1995 period.  The decrease is primarily  attributable  to reduced
payables to General Motors Corporation and affiliates.

Cash used for investing  activities during the first nine months of 1996 totaled
$4.5 billion,  compared to $7.8 billion during the same period in 1995, with the
decline  primarily  resulting  from  this  year's  reduced  finance  receivables
portfolio.

During the first nine months of 1996, cash used for financing activities totaled
$0.7  billion,  reflecting  $0.9  billion in  dividends  paid to General  Motors
Corporation, partially offset by $0.2 billion in net borrowings activities. Cash
provided by  financing  activities  during the first nine months of 1995 totaled
$1.6 billion as net debt  increased  $2.2 billion and  dividends  totaling  $0.6
billion were paid to General Motors Corporation during that period.

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 certain  transfers  and  servicing of financial  assets and
extinguishments  of liabilities  occurring  after December 31, 1996. The Company
has determined that  implementing  this new accounting  standard will not have a
material effect 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 third  quarter  ended  September  30, 1996, or prior to the filing of
this report.

ITEM 5. OTHER INFORMATION

                      RATIO OF EARNINGS TO FIXED CHARGES

                              Nine Months Ended
                                September 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 Third Quarter
               and Nine Months Ended September 30, 1996.

   (b)   REPORTS ON FORM 8-K:

         The  Company  did not file a  Current  Report  on Form 8-K  during  the
         quarter ended September 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:   November 8, 1996        Eric A. Feldstein, Executive Vice
                                 President and Principal Financial
                                 Officer


                                 s/ Gerald E. Gross
                                 -------------------------------------
Dated:   November 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
                                                      Sept. 30   Dec. 31    Sept. 30
                                                        1996      1995        1995
                                                     ---------  ---------  ---------
                                                         (in millions of dollars)
<S>                                                  <C>        <C>        <C>

Cash and Cash Equivalents .......................... $   921.7  $ 1,448.6  $   758.7
                                                     ---------  ---------  ---------
Earning Assets
Investments in securities ..........................   4,353.7    4,328.2    4,282.2
Finance receivables, net (Note 1) ..................  57,089.0   60,404.9   56,436.1
Net investment in operating leases .................  25,114.1   22,134.9   21,502.7
Notes receivable from General Motors Corporation....     136.9       --      1,600.0
Real estate mortgages - held for resale ............   2,110.6    1,486.8    1,817.7
                      - held for investment ........     776.2      706.8      576.4
                      - lending receivables ........   1,000.7      710.1      520.6
Due and deferred from receivable sales, net ........   1,254.3    1,371.4    1,543.1
Other ..............................................   1,062.9      871.0      669.8
                                                     ---------  ---------  ---------
   Total earning assets ............................  92,898.4   92,014.1   88,948.6
                                                     ---------  ---------  ---------
Other Assets
Intangible assets, at cost less amortization .......     170.9      166.8      173.3
Other nonearning assets ............................   2,045.6    2,018.0    1,590.3
                                                     ---------  ---------  ---------
   Total other assets ..............................   2,216.5    2,184.8    1,763.6
                                                     ---------  ---------  ---------
Total Assets ....................................... $96,036.6  $95,647.5  $91,470.9
                                                     =========  =========  =========
Notes, loans and debentures payable within
 one year (Note 2) ................................. $41,861.7  $43,871.8  $37,563.3
                                                     ---------  ---------  ---------
Accounts Payable And Other Liabilities
General Motors Corporation and affiliated companies    1,201.1    1,787.6    2,787.3
Interest ...........................................   1,489.4    1,048.0    1,500.9
Unpaid insurance losses and loss adjustment expense    1,509.5    1,499.7    1,552.0
Unearned insurance premiums ........................   1,427.0    1,421.9    1,431.2
Deferred income taxes ..............................   2,322.1    2,175.6    2,222.0
United States and foreign income and other taxes
 payable ...........................................      39.1      294.5       41.6
Other postretirement benefits ......................     626.0      600.4      601.5
Other ..............................................   4,186.6    3,628.1    3,611.5
                                                     ---------  ---------  ---------
   Total accounts payable and other liabilities ....  12,800.8   12,455.8   13,748.0
                                                     ---------  ---------  ---------
Notes, loans and debentures payable after one year
 (Note 3) ..........................................  33,097.1   31,050.6   31,856.0
                                                     ---------  ---------  ---------
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 ........   5,801.1    5,734.7    5,796.5
Net unrealized gains on securities .................     257.7      284.7      244.9
Unrealized accumulated foreign currency translation
 adjustment ........................................      18.2       49.9       62.2
                                                     ---------  ---------  ---------
   Total stockholder's equity ......................   8,277.0    8,269.3    8,303.6
                                                     ---------  ---------  ---------
Total Liabilities And Stockholder's Equity ......... $96,036.6  $95,647.5  $91,470.9
                                                     =========  =========  =========

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
                      CONSOLIDATED STATEMENT OF INCOME AND
                   NET INCOME RETAINED FOR USE IN THE BUSINESS

                                                                      Exhibit 20
                                                                     Page 2 of 6

                                           Period Ended September 30
                                      Third Quarter           Nine Months
                                 ----------------------  ---------------------
                                    1996        1995       1996        1995
                                 ----------  ----------  ---------  ----------
                                            (in millions of dollars)
Financing Revenue
Retail and lease financing ..... $    945.8  $    857.6  $ 2,859.0  $  2,380.3
Operating leases ...............    1,856.4     1,618.9    5,379.3     4,591.2
Wholesale and term loans .......      361.6       483.1    1,229.0     1,623.1
                                 ----------  ----------  ---------  ----------
   Total financing revenue .....    3,163.8     2,959.6    9,467.3     8,594.6
Interest and discount ..........   (1,220.3)   (1,222.9)  (3,684.6)   (3,718.0)
Depreciation on operating leases   (1,163.6)   (1,135.6)  (3,437.2)   (3,176.6)
                                 ----------  ----------  ---------  ----------
   Net financing revenue .......      779.9       601.1    2,345.5     1,700.0
Insurance premiums earned ......      279.6       269.9      865.0       814.7
Other income ...................      557.3       490.3    1,545.2     1,551.7
                                 ----------  ----------  ---------  ----------
   Net Financing Revenue And
    Other ......................    1,616.8     1,361.3    4,755.7     4,066.4
                                 ----------  ----------  ---------  ----------
Expenses
Salaries and benefits ..........      238.0       215.6      719.6       662.9
Other operating expenses .......      473.8       366.9    1,265.6     1,041.7
Insurance losses and loss
 adjustment expenses ...........      221.9       249.0      729.2       758.3
Provision for financing losses .      143.5       118.9      433.3       307.2
                                 ----------  ----------  ---------  ----------
   Total expenses ..............    1,077.2       950.4    3,147.7     2,770.1
                                 ----------  ----------  ---------  ----------

Income before income taxes .....      539.6       410.9    1,608.0     1,296.3
United States, foreign and other
 income taxes ..................      232.3       157.2      641.6       528.5
                                 ----------  ----------  ---------  ----------
   Net Income ..................      307.3       253.7      966.4       767.8

Net income retained for use in
 the business at beginning of
 the period ....................    5,893.8     5,767.8    5,734.7     5,653.7
                                 ----------  ----------  ---------  ----------
Total ..........................    6,201.1     6,021.5    6,701.1     6,421.5
Cash dividends .................      400.0       225.0      900.0       625.0
                                 ----------  ----------  ---------  ----------
   Net Income Retained For Use
    In The Business At End Of
    The Period ................. $  5,801.1  $  5,796.5  $ 5,801.1  $  5,796.5
                                 ==========  ==========  =========  ==========


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

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


<PAGE>
<TABLE>

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS

Exhibit 20
Page 3 of 6
                                                                      Nine Months Ended
                                                                        September 30
                                                                  ----------------------
                                                                     1996         1995
                                                                  ----------   ---------
                                                                 (in millions of dollars)
<S>                                                               <C>          <C>

Cash Flows From Operating Activities
Net income ...................................................... $    966.4   $   767.8
Depreciation ....................................................    3,465.8     3,202.6
Provision for financing losses ..................................      433.3       307.2
Gains on Sales of Finance Receivables ...........................      (35.2)      (38.2)
Mortgage loans-originations/purchases ...........................  (14,116.9)   (7,575.9)
              -proceeds on sale .................................   13,493.1     6,772.6
Mortgage related securities held for trading - acquisitions .....     (334.7)     (273.7)
                                             - liquidations .....      287.3       401.5
Changes in the following items
  Due to General Motors Corporation and affiliated companies ....     (550.8)      863.6
  Taxes payable and deferred ....................................      (82.0)      625.6
  Interest payable ..............................................      442.8       537.2
  Other assets ..................................................       34.1       123.0
  Other liabilities .............................................      524.0       (84.1)
Other ...........................................................      161.1        22.6
                                                                   ---------   ---------
   Net cash provided by operating activities ....................    4,688.3     5,651.8
                                                                   ---------   ---------
Cash Flows From Investing Activities
Finance receivables-acquisitions ................................ (118,786.6) (121,008.7)
                   -liquidations ................................   92,875.2   102,189.6
Notes receivable from General Motors Corporation ................     (136.9)     (519.5)
Operating leases-acquisitions ...................................  (14,396.2)  (10,535.5)
                -liquidations ...................................    7,842.4     3,943.9
Investments in securities-acquisitions ..........................   (8,992.7)   (9,554.8)
                         -liquidations ..........................    8,974.8     9,127.7
Proceeds from sales of receivables-wholesale ....................   26,638.0    14,782.7
                                  -retail .......................    2,037.2     3,378.1
Due and deferred from receivable sales ..........................      152.3        60.2
Other ...........................................................     (713.3)      329.0
                                                                  ----------   ---------
   Net cash used in investing activities ........................   (4,505.8)   (7,807.3)
                                                                  ----------   ---------
Cash Flows From Financing  Activities
Debt with original maturities 90 days and over
     -proceeds ..................................................   40,146.5    35,755.2
     -liquidations ..............................................  (37,865.7)  (36,366.6)
Debt with original maturities less than 90 days-net change ......   (2,093.2)    2,808.4
Dividends paid ..................................................     (900.0)     (625.0)
                                                                  ----------   ---------
   Net cash (used in)/provided by financing activities ..........     (712.4)    1,572.0
                                                                  ----------   ---------

Effect of exchange rate changes on cash and cash equivalents ....        3.0         2.7
                                                                  ----------   ---------
   Net decrease in cash and cash equivalents ....................     (526.9)     (580.8)
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 ..............  $   921.7   $   758.7
                                                                  ==========   =========

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>


                    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  September  30, 1996,
December 31, 1995 and September 30, 1995 is summarized as follows:

                                          Sept. 30    Dec. 31     Sept. 30
                                            1996        1995        1995
                                         ----------  ----------  ----------
                                              (in millions of dollars)
United States
 Retail ................................ $ 27,142.5  $ 26,979.9  $ 25,362.9
 Wholesale .............................   12,876.6    16,189.6    14,282.7
 Leasing and lease financing ...........    1,262.1     1,327.3     1,382.0
 Term loans to dealers and others ......    3,923.6     3,729.6     3,992.0
                                         ----------  ----------  ----------
Total United States ....................   45,204.8    48,226.4    45,019.6
                                         ----------  ----------  ----------

Canada
 Retail ................................      663.2       786.8       888.2
 Wholesale .............................    1,622.1     1,512.2     1,576.2
 Leasing and lease financing ...........      855.0       714.8       759.5
 Term loans to dealers and others ......      171.9       142.0       154.9
                                         ----------  ----------  ----------
Total Canada ...........................    3,312.2     3,155.8     3,378.8
                                         ----------  ----------  ----------

Europe
 Retail ................................    5,770.0     5,955.9     6,044.6
 Wholesale .............................    3,009.3     3,863.0     3,042.3
 Leasing and lease financing ...........      544.0       567.0       516.2
 Term loans to dealers and others ......      235.4       230.5       231.4
                                         ----------  ----------  ----------
Total Europe ...........................    9,558.7    10,616.4     9,834.5
                                         ----------  ----------  ----------

Other Countries
 Retail ................................    2,112.8     1,908.6     1,834.5
 Wholesale .............................      842.2       656.1       482.2
 Leasing and lease financing ...........      566.6       451.2       420.5
 Term loans to dealers and others ......      126.0       120.8       115.8
                                         ----------  ----------  ----------
Total Other Countries ..................    3,647.6     3,136.7     2,853.0
                                         ----------  ----------  ----------

Total finance receivables ..............   61,723.3    65,135.3    61,085.9
                                         ----------  ----------  ----------

Deductions
 Unearned income .......................    3,768.5     3,922.5     3,862.9
 Allowance for financing losses ........      865.8       807.9       786.9
                                         ----------  ----------  ----------
Total deductions .......................    4,634.3     4,730.4     4,649.8
                                         ----------  ----------  ----------
Finance receivables, net ............... $ 57,089.0  $ 60,404.9  $ 56,436.1
                                         ==========  ==========  ==========




<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

                                          Sept. 30    Dec. 31     Sept. 30
                                            1996        1995        1995
                                         ----------  ----------  ----------
                                              (in millions of dollars)
Short-term notes
 Commercial paper ...................... $ 19,352.3  $ 21,926.0  $ 18,142.5
 Master notes ..........................      294.0       253.5       455.4
 Demand notes ..........................    3,450.7     3,037.4     2,931.6
 Other .................................    1,093.8     1,433.9     1,242.7
                                         ----------  ----------  ----------
Total principal amount .................   24,190.8    26,650.8    22,772.2
Unamortized discount ...................     (179.1)     (343.8)     (104.4)
                                         ----------  ----------  ----------
Total ..................................   24,011.7    26,307.0    22,667.8
                                         ----------  ----------  ----------

Bank loans and overdrafts
 United States .........................    1,238.0     1,014.0       690.0
 Other Countries .......................    6,458.5     7,031.7     5,308.0
                                         ----------  ----------  ----------
Total ..................................    7,696.5     8,045.7     5,998.0
                                         ----------  ----------  ----------

Other notes, loans and debentures
 payable within one year
  United States:
    Medium-term notes ..................    7,726.8     6,920.9     6,105.0
    Other (net) ........................    1,513.9     1,776.1     2,034.4
  Other countries ......................      912.8       822.1       758.1
                                         ----------  ----------  ----------
Total ..................................   10,153.5     9,519.1     8,897.5
                                         ----------  ----------  ----------

Total payable within one year .......... $ 41,861.7  $ 43,871.8  $ 37,563.3
                                         ==========  ==========  ==========




<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  Sept. 30     Dec. 31    Sept. 30
Maturity                Sept. 30, 1996      1996        1995        1995
- ---------------------- ----------------- ----------  ----------  ----------
Notes, Loans                                  (in millions of dollars)
 And Debentures
United States currency
 1996 ...................     --         $    --     $    --     $  2,006.6
 1997 ...................    6.6%           1,899.1     8,522.5     8,215.8
 1998 ...................    6.3%           7,418.9     4,975.3     4,850.1
 1999 ...................    6.9%           5,480.3     3,680.0     3,579.6
 2000 ...................    7.4%           3,453.6     2,453.2     2,403.0
 2001 ...................    7.1%           2,949.0     1,323.9     1,323.8
 2002 - 2006 ............    7.1%           5,401.3     3,777.6     2,342.2
 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               28,254.4    26,684.7    26,673.3

Other currencies
 1996 - 2005 ............    6.7%           5,575.0     5,130.0     5,951.6
                                         ----------  ----------  ----------
Total notes, loans and
 debentures .............                  33,829.4    31,814.7    32,624.9
Unamortized discount.....                    (732.3)     (764.1)     (768.9)
                                         ----------  ----------  ----------
Total notes, loans and
 debentures payable after
 one year ...............                $ 33,097.1  $ 31,050.6  $ 31,856.0
                                         ==========  ==========  ==========

<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 September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                             922
<SECURITIES>                                      4354
<RECEIVABLES>                                    61723
<ALLOWANCES>                                       866
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           25114
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   96037
<CURRENT-LIABILITIES>                            47528
<BONDS>                                          33097
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        6077
<TOTAL-LIABILITY-AND-EQUITY>                     96037
<SALES>                                              0
<TOTAL-REVENUES>                                 11878
<CGS>                                                0
<TOTAL-COSTS>                                     4166
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   433
<INTEREST-EXPENSE>                                3685
<INCOME-PRETAX>                                   1608
<INCOME-TAX>                                       642
<INCOME-CONTINUING>                                966
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       966
<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 September 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                             759
<SECURITIES>                                      4282
<RECEIVABLES>                                    61086
<ALLOWANCES>                                       787
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           21503
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   91471
<CURRENT-LIABILITIES>                            44876
<BONDS>                                          31856
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        6104
<TOTAL-LIABILITY-AND-EQUITY>                     91471
<SALES>                                              0
<TOTAL-REVENUES>                                 10961
<CGS>                                                0
<TOTAL-COSTS>                                     3935
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   307
<INTEREST-EXPENSE>                                3718
<INCOME-PRETAX>                                   1296
<INCOME-TAX>                                       528
<INCOME-CONTINUING>                                768
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       768
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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