GENERAL MOTORS ACCEPTANCE CORP
10-Q, 1997-05-08
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 MARCH 31, 1997, 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 March 31, 1997, 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  consolidated  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  1996 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, March 31, 1997, December 31, 1996
               and March 31, 1996.

         2.    Consolidated Statement of Income and Net Income Retained for
               Use in the Business for the Three Months Ended
               March 31, 1997 and 1996.

         3.    Consolidated Statement of Cash Flows for the Three Months Ended
               March 31, 1997 and 1996.

         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 quarter  increased  by 20% over the  comparable
prior year period.
<TABLE>
<CAPTION>                                
                                               THREE MONTHS ENDED MARCH 31
                                               ---------------------------
                                                     1997       1996
                                                     ----       ----
                                                 (in millions of dollars)
<S>                                                 <C>        <C>   
Financing Operations                                $293.6     $271.8
Insurance Operations*                                 78.4       37.3
                                                    ------     ------
Consolidated Net Income                             $372.0     $309.1
                                                    ======     ======

* Motors Insurance Corporation (MIC)

Consolidated Return on Average Equity                 17.8%      14.8%
</TABLE>

The 8% improvement over 1996 first quarter net income from financing operations,
including  GMAC  Mortgage  Group,   Inc.   (GMACMG)   results,   is  principally
attributable  to higher earnings from mortgage  operations and continued  strong
net interest margins in the United States and Canada.

A significant  increase in realized capital gains was the predominant  factor in
the first  quarter of 1997 net income from  insurance  operations  exceeding the
comparable  1996  period  by  110%.  Earnings  from  insurance  operations  also
benefited from improved underwriting results produced by multiple product lines.

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES
During the first quarter of 1997, deliveries of new GM vehicles in the U.S. were
slightly  below 1996  levels.  Rate  incentive  programs  sponsored by GM were a
primary  contributor  to the Company's  higher  financing  penetration of retail
deliveries of new GM vehicles.

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED MARCH 31
                                                 ---------------------------
                                                       1997       1996
                                                       ----       ----
                                                  (in millions of units)
<S>                                                    <C>        <C>
     Industry ................................         3.7        3.7
     General Motors ..........................         1.1        1.2

     New GM Vehicle Deliveries Financed by GMAC
       Retail (Installment Sale Contracts and
        Operating Leases) ....................        32.1%      30.9%
       Fleet Transactions (Lease Financing) ..         4.2%       5.8%
     Total ...................................        26.2%      26.1%

</TABLE>

<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 three  months  ended
March 31, 1997 and 1996 are summarized below:
<TABLE>

<CAPTION>
                                               THREE MONTHS ENDED MARCH 31
                                               ---------------------------
                                                     1997       1996
                                                     ----       ----
                                                 (in thousands of units)
     UNITED STATES
<S>                                                  <C>        <C>
       Retail Installment Sale Contracts .....       206        174
       Operating Leases ......................        82        125
       Leasing ...............................        12         17
                                                     ---        ---
     New Deliveries Financed .................       300        316
                                                     ===        ===

     OTHER COUNTRIES
       Retail Installment Sale Contracts .....        85         83
       Operating Leases ......................        65         49
       Leasing ...............................        16         17
                                                     ---        ---
     New Deliveries Financed .................       166        149
                                                     ===        ===

     WORLDWIDE
       Retail Installment Sale Contracts .....       291        257
       Operating Leases ......................       147        174
       Leasing ...............................        28         34
                                                     ---        ---
     New Deliveries Financed .................       466        465
                                                     ===        ===
</TABLE>

During the first  quarter of 1997,  the Company  financed a lower  number of new
vehicles in the U.S. than during the comparable  period in 1996 principally as a
result of a decline in GM  deliveries,  which was  partially  offset by improved
financing  penetration.   The  decrease  in  operating  lease  originations  was
primarily due to reduced leasing  incentive  programs  sponsored by GM while the
offsetting  increase in retail  installment  sale  contracts  was  predominantly
driven by enhanced rate incentives sponsored by GM.

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
841,000  and  720,000 new GM  vehicles,  representing  67.9% and 69.5% of all GM
sales to dealers during the first quarter of 1997 and 1996, respectively.  First
quarter of 1996  inventory  financing  was reduced by the effects of a temporary
suspension of production at 26 of 29 GM assembly  plants,  which was caused by a
work  stoppage  at two  components  plants.  The decline in the  Company's  U.S.
wholesale financing  penetration  reflects the intense competitive  pressures in
this market segment.

INCOME AND EXPENSES
Total financing revenue totaled $3,174.7 million in the first quarter of 1997, a
slight  decline of $4.5 million  compared  with the first  quarter of 1996.  The
relatively  flat financing  revenue was principally due to lower income from the
wholesale and retail lines that was substantially offset by higher revenues from
operating leases in the U.S. and Canada.


<PAGE>


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

Other income totaled $626.7 million for the three months ended March 31, 1997, a
$179.6 million increase over the comparable 1996 period.  The 40% improvement is
primarily  attributable  to higher  revenues  from  mortgage  operations  and an
increase in realized capital gains from insurance operations.

The Company's worldwide cost of borrowing for the first quarter of 1997 averaged
6.27%,  a decrease  of 47 basis  points  from the first  quarter of 1996.  Total
borrowing costs for U.S. operations averaged 6.31% for the first quarter of 1997
compared with 6.64% for the same period in 1996. The improvements over the first
quarter of 1996 are  attributable to a greater  proportion of floating rate debt
during 1997. As a result of lower borrowing costs  substantially  offsetting the
effect of a 10% increase in average  borrowings,  interest and discount  expense
totaled  $1,265.8 million for the first quarter of 1997, only 2% higher than the
first quarter of 1996.

Consolidated  employment and other operating expenses totaled $694.2 million and
$625.9  million for the  respective  quarters ended March 31, 1997 and 1996. The
higher costs were predominantly  attributable to increased  business  activities
associated with growth of the mortgage operations.

Net retail losses were 1.41% of total average  serviced  assets during the first
quarter of 1997,  compared to 1.22% for the same period last year. The provision
for financing  losses  totaled  $129.9  million and $155.2 million for the three
month  periods  ended  March 31, 1997 and 1996,  respectively.  During the first
quarter of 1996, the Company increased its retail loss reserve  requirements for
used  vehicles  financed in the U.S.,  a primary  factor in last  year's  higher
provision.

MORTGAGE OPERATIONS
During the first quarter of 1997,  GMACMG loan origination,  mortgage  servicing
acquisitions and correspondent  loan volume totaled $9.5 billion,  a decrease of
$6.0 billion  compared with the first  quarter of 1996.  The lower first quarter
volume  resulted  substantially  from  a  $6.0  billion  reduction  in  mortgage
servicing acquisitions. However, GMACMG loan originations have continued to grow
as a result of expansion in the residential and commercial  markets.  Reflecting
the sustained growth over the past twelve months,  the combined GMACMG servicing
portfolio, excluding GMAC term loans to dealers, totaled $110.7 billion at March
31, 1997 compared with the $107.3 billion and $91.1 billion serviced at December
31 and March 31, 1996, respectively.

FINANCIAL CONDITION AND LIQUIDITY
At March 31, 1997, the Company owned assets and serviced automotive  receivables
totaling  $109.4  billion,  which was $1.3 billion and $5.0 billion  higher than
December 31 and March 31,  1996,  respectively.  Earning  assets  totaled  $99.5
billion  at March 31,  1997  compared  to $95.7  billion  and $91.7  billion  at
December 31 and March 31, 1996,  respectively.  The increase since year-end 1996
is primarily attributable to higher outstandings for wholesale receivables.  The
greater asset levels over March 31, 1996  resulted  principally  from  increased
wholesale finance receivables, operating lease assets and real estate mortgages.


<PAGE>


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

Finance receivables serviced by the Company, including sold receivables, totaled
$71.2  billion at March 31, 1997,  compared with $69.1 billion and $70.1 billion
at December 31 and March 31, 1996,  respectively.  Similarly,  on balance  sheet
consolidated finance receivables at March 31, 1997 totaled $63.8 billion, 8% and
5% above December 31 and March 31, 1996, respectively.  The higher balances over
the  respective  1996  periods  are  predominately   attributable  to  increased
wholesale  units  outstanding  in the U.S.,  partially  offset  by a decline  in
serviced retail  receivables  compared with March 31, 1996. The first quarter of
1997  increase in finance  receivables  also  reflects the recent  maturity of a
revolving  trust of sold  wholesale  accounts.  In addition,  the effects of the
aforementioned work stoppage at two components plants are reflected in the lower
wholesale outstandings at March 31, 1996.

Investment in operating lease assets, net of accumulated  depreciation,  totaled
$24.6 billion at March 31, 1997,  slightly below $24.9 billion at year-end 1996,
but higher than $22.9 billion at March 31, 1996.  The decline in this  portfolio
during the first  quarter  of 1997,  which was  offset by an  increase  in owned
retail  finance  receivables,  is primarily  due to reduced  volume from leasing
incentive programs. The portfolio growth over last year's comparable quarter-end
reflects that more consumers  continued to select leasing as a method to finance
vehicles throughout most of 1996.

Investments in securities at March 31, 1997 totaled $4.9 billion,  compared with
$4.6 billion and $4.3  billion at December 31 and March 31, 1996,  respectively.
The increase  during the first quarter of 1997 is primarily  attributable to the
January 1, 1997 adoption of Statement of Financial  Accounting Standard No. 125,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of  Liabilities.  This new accounting  standard  requires that excess  servicing
fees, formerly included in other assets, be reclassified as financial assets. In
addition,  growth of the  mortgage-related  securities portfolio during the past
twelve months contributed to the increase.

The  Company's  due and deferred  from  receivable  sales (net)  totaled  $804.5
million at March 31, 1997,  compared with $1,214.5  million and $1,127.7 million
at December 31 and March 31, 1996,  respectively.  The decrease during the first
quarter of 1997  resulted  principally  from the recent  maturity of a revolving
trust  of  sold  wholesale  accounts  and the  Company's  repurchase  of  retail
receivables outstanding from four prior sale transactions.

As of March 31, 1997, GMAC's total borrowings were $81.3 billion,  compared with
$78.7 billion and $74.0 billion at December 31 and March 31, 1996, respectively.
The increased debt levels were used to fund increased earning asset levels.  The
Company's  ratio of debt to total  stockholder's  equity at March  31,  1997 was
9.9:1 compared to 9.5:1 at December 31, 1996 and 8.9:1 at March 31, 1996.



<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 $40.0  billion at March 31, 1997,  compared to $40.7 billion at year-end
1996 and $40.4  billion at March 31,  1996.  The unused  portion of these credit
lines totaled $31.3 billion at March 31, 1997, $0.7 billion higher than December
31,  1996,  but $0.3 billion  lower than March 31, 1996.  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
$12.1 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  1996 Annual  Report on Form 10-K, a variety of
interest rate and currency  derivative  instruments are utilized in managing its
interest  rate and foreign  exchange  exposures.  During the three  months ended
March 31,  1997,  there  were no  significant  changes in the  Company's  use of
derivative financial instruments or in the portfolio's fair value.


<PAGE>


                          PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company did not become a party to any  material  pending  legal  proceedings
during the quarter ended March 31, 1997, or prior to the filing of this report.

ITEM 5. OTHER INFORMATION
<TABLE>

<CAPTION>
                      RATIO OF EARNINGS TO FIXED CHARGES

                              Three Months Ended
                                  MARCH 31,
                              -------------------

                               1997          1996
                               ----          ----
<S>                            <C>           <C> 
                               1.49          1.41
</TABLE>

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 Three Months
               Ended March 31, 1997.

   (b)   REPORTS ON FORM 8-K:

         The  Company  did not file a  Current  Report  on Form 8-K  during  the
         quarter ended March 31, 1997.


<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:   MAY 8, 1997              Eric A. Feldstein, Executive Vice
         -----------              President and Principal Financial
                                  Officer


                                  S/ GERALD E. GROSS
                                  --------------------------------
Dated:   MAY 8, 1997              Gerald E. Gross, Comptroller and
         -----------              Principal Accounting Officer



<PAGE>
<TABLE>


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                           CONSOLIDATED BALANCE SHEET

Exhibit 20
Page 1 of 6
<CAPTION>
                                                      March 31    Dec. 31    March 31
                                                        1997       1996        1996
                                                      --------    -------    --------
                                                        (in millions of dollars)
<S>                                                  <C>         <C>        <C>      
Cash and Cash Equivalents .......................... $    666.6  $   742.3  $ 1,361.6
                                                     ----------  ---------  ---------
Earning Assets
Investments in securities ..........................    4,934.3    4,556.8    4,319.2
Finance receivables, net (Note 1) ..................   62,850.5   58,380.0   59,632.4
Investment in operating leases, net ................   24,623.9   24,909.5   22,875.9
Notes Receivable from General Motors Corporation ...      429.2      190.5      --
Real estate mortgages - held for sale ..............    2,758.7    2,785.0    1,550.0
                      - held for investment ........      587.8      611.2      765.6
                      - lending receivables ........    1,288.3    1,404.6      542.9
Due and deferred from receivable sales, net ........      804.5    1,214.5    1,127.7
Other ..............................................    1,221.5    1,617.6      912.7
                                                      ---------  ---------  ---------
   Total earning assets ............................   99,498.7   95,669.7   91,726.4
                                                      ---------  ---------  ---------
Nonearning Assets ..................................    2,046.3    2,166.0    1,971.8
                                                      ---------  ---------  ---------
Total Assets ....................................... $102,211.6  $98,578.0  $95,059.8
                                                     ==========  =========  =========
Notes, loans and debentures payable within
 one year (Note 2) ................................. $ 47,822.5  $45,809.9  $43,297.3
                                                     ----------  ---------  ---------

Accounts Payable And Other Liabilities
General Motors Corporation and affiliated companies     1,265.4      646.6    1,667.3
Interest ...........................................    1,374.7    1,065.2    1,407.2
Unpaid insurance losses and loss adjustment expense     1,590.5    1,581.9    1,518.7
Unearned insurance premiums ........................    1,434.3    1,437.5    1,428.0
Deferred income taxes ..............................    1,973.4    2,215.8    2,067.3
United States and foreign income and other taxes
 payable ...........................................      295.7       35.6      343.8
Other postretirement benefits ......................      640.3      627.0      614.6
Other ..............................................    4,166.4    4,012.0    3,716.7
                                                     ----------  ---------  ---------
   Total accounts payable and other liabilities ....   12,740.7   11,621.6   12,763.6
                                                     ----------  ---------  ---------

Notes, loans and debentures payable after one year
 (Note 3) ..........................................   33,460.8   32,878.9   30,709.4
                                                     ----------  ---------  ---------
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 ........    5,797.2    5,775.2    5,793.8
Net unrealized gains on securities .................      223.7      276.7      255.5
Unrealized accumulated foreign currency translation
 adjustment ........................................      (33.3)      15.7       40.2
                                                     ----------  ---------  ---------
   Total stockholder's equity ......................    8,187.6    8,267.6    8,289.5
                                                     ----------  ---------  ---------
Total Liabilities And Stockholder's Equity ......... $102,211.6  $98,578.0  $95,059.8
                                                     ==========  =========  =========
Certain   amounts  for  1996  have  been   reclassified  to  conform  with  1997
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>
                                                          Three Months Ended
                                                               MARCH 31
                                                          ------------------
                                                           1997        1996
                                                           ----        ---- 
                                                       (in millions of dollars)
FINANCING REVENUE
<S>                                                     <C>         <C>       
Retail and lease financing ............................ $    940.0  $    957.5
Operating leases ......................................    1,801.2     1,738.3
Wholesale and term loans ..............................      433.5       483.4
                                                        ----------  ----------
   Total financing revenue ............................    3,174.7     3,179.2
Interest and discount .................................   (1,265.8)   (1,239.7)
Depreciation on operating leases ......................   (1,158.2)   (1,150.7)
                                                        ----------  ----------
   Net financing revenue ..............................      750.7       788.8
Insurance premiums earned .............................      305.5       297.5
Other income ..........................................      626.7       447.1
                                                        ----------  ----------
   NET FINANCING REVENUE AND OTHER ....................    1,682.9     1,533.4
                                                        ----------  ----------
EXPENSES
Salaries and benefits .................................      265.5       257.6
Other operating expenses ..............................      428.7       368.3
Insurance losses and loss adjustment expenses .........      228.3       245.0
Provision for financing losses ........................      129.9       155.2
                                                        ----------  ----------
   Total expenses .....................................    1,052.4     1,026.1
                                                        ----------  ----------
Income before income taxes ............................      630.5       507.3
United States, foreign and other income taxes .........      258.5       198.2
                                                        ----------  ----------
   NET INCOME .........................................      372.0       309.1

Net income retained for use in the business
 at beginning of the period ...........................    5,775.2     5,734.7
                                                        ----------  ----------
Total .................................................    6,147.2     6,043.8
Cash dividends ........................................      350.0       250.0
                                                        ----------  ----------
   NET INCOME RETAINED FOR USE IN THE BUSINESS
    AT END OF THE PERIOD .............................. $  5,797.2  $  5,793.8
                                                        ==========  ==========

Certain   amounts  for  1996  have  been   reclassified  to  conform  with  1997
classifications.

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>

                                                                    Three Months Ended
                                                                        MARCH  31
                                                                    ------------------
                                                                      1997     1996
                                                                      ----     ----
                                                                   (in millions of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                             <C>         <C>      
Net income ..................................................   $   372.0   $   309.1
Depreciation ................................................     1,169.6     1,160.1
Provision for financing losses ..............................       129.9       155.2
Mortgage loans-originations/purchases .......................    (4,553.4)   (5,141.5)
              -proceeds on sale .............................     4,579.7     5,078.3
Mortgage related securities held for trading - acquisitions .      (319.8)     (110.1)
                                             - liquidations .       142.1       100.6
Changes in the following items:
  Due to General Motors Corporation and affiliated companies.       638.4       (98.1)
  Taxes payable and deferred ................................        69.0       (67.9)
  Interest payable ..........................................       313.2       359.1
  Other assets ..............................................        87.2       (11.0)
  Other liabilities .........................................       194.3        81.2
Other .......................................................        95.0        65.8
                                                                ---------   ---------
   Net cash provided by operating activities ................     2,917.2     1,880.8
                                                                ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Finance receivables-acquisitions ............................   (37,474.9)  (39,145.0)
                   -liquidations ............................    26,847.9    33,812.0
Notes receivable from General Motors Corporation ............      (238.7)      --
Operating leases-acquisitions ...............................    (4,174.8)   (4,207.6)
                -liquidations ...............................     3,101.4     2,256.0
Investments in securities-acquisitions ......................    (5,402.3)   (2,887.2)
                         -liquidations ......................     5,403.2     2,893.3
Proceeds from sales of receivables-wholesale ................     5,537.9     5,876.2
Due and deferred from receivable sales ......................       410.1       243.7
Other .......................................................       185.7       257.7
                                                                ---------   ---------
   Net cash used in investing activities ....................    (5,804.5)     (900.9)
                                                                ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Debt with original  maturities 90 days and over
     -proceeds ..............................................    14,050.6     9,847.3
     -liquidations ..........................................   (14,076.5)  (11,202.6)
Debt with original maturities less than 90 days-net change ..     3,184.8       536.6
Dividends paid ..............................................      (350.0)     (250.0)
                                                                ---------   ---------
   Net cash provided by/(used in) financing activities ......     2,808.9    (1,068.7)
                                                                ---------   ---------
Effect of exchange rate changes on cash and cash equivalents.         2.7         1.8
                                                                ---------   ---------
   Net decrease in cash and cash equivalents ................       (75.7)      (87.0)
Cash and cash equivalents at the beginning of the period ....       742.3     1,448.6
                                                                ---------   ---------
Cash and cash equivalents at the end of the period ..........   $   666.6   $ 1,361.6
                                                                =========   =========
Certain   amounts  for  1996  have  been   reclassified  to  conform  with  1997
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 March 31, 1997, December
31, 1996 and March 31, 1996 is summarized as follows:
<TABLE>

<CAPTION>
                                          March 31    Dec. 31     March 31
                                            1997        1996        1996
                                          --------    -------     --------
                                              (in millions of dollars)
United States
<S>                                      <C>         <C>         <C>       
 Retail ................................ $ 27,842.4  $ 26,867.4  $ 28,275.2
 Wholesale .............................   17,723.5    13,825.8    13,968.3
 Leasing and lease financing ...........    1,140.7     1,188.3     1,400.6
 Term loans to dealers and others ......    3,358.8     3,386.7     3,990.5
                                         ----------  ----------  ----------
Total United States ....................   50,065.4    45,268.2    47,634.6
                                         ----------  ----------  ----------

Europe
 Retail ................................    5,329.9     5,803.5     5,773.7
 Wholesale .............................    3,397.0     3,951.3     3,613.7
 Leasing and lease financing ...........      532.8       561.9       558.0
 Term loans to dealers and others ......      237.5       241.9       238.3
                                         ----------  ----------  ----------
Total Europe ...........................    9,497.2    10,558.6    10,183.7
                                         ----------  ----------  ----------

Canada
 Retail ................................      839.2       657.8       694.1
 Wholesale .............................    2,172.1     1,615.8     1,668.4
 Leasing and lease financing ...........      853.6       834.1       717.0
 Term loans to dealers and others ......      162.8       178.2       159.0
                                         ----------  ----------  ----------
Total Canada ...........................    4,027.7     3,285.9     3,238.5
                                         ----------  ----------  ----------

Other Countries
 Retail ................................    2,117.1     2,124.5     1,996.2
 Wholesale .............................      836.4       868.2       749.7
 Leasing and lease financing ...........      609.5       611.1       485.2
 Term loans to dealers and others ......      169.4       134.6       118.8
                                         ----------  ----------  ----------
Total Other Countries ..................    3,732.4     3,738.4     3,349.9
                                         ----------  ----------  ----------

Total finance receivables ..............   67,322.7    62,851.1    64,406.7
                                         ----------  ----------  ----------

Deductions
 Unearned income .......................    3,564.2     3,549.3     3,927.4
 Allowance for financing losses ........      908.0       921.8       846.9
                                         ----------  ----------  ----------
Total deductions .......................    4,472.2     4,471.1     4,774.3
                                         ----------  ----------  ----------
Finance receivables, net ............... $ 62,850.5  $ 58,380.0  $ 59,632.4
                                         ==========  ==========  ==========
</TABLE>

<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
<TABLE>
<CAPTION>

                                          March 31    Dec. 31     March 31
                                            1997        1996        1996
                                          --------    -------     --------
                                              (in millions of dollars)
Short-term notes
<S>                                      <C>         <C>         <C>       
 Commercial paper ...................... $ 25,323.1  $ 22,650.8  $ 20,138.5
 Master notes ..........................      304.8       289.3       251.3
 Demand notes ..........................    3,543.2     3,396.4     3,202.1
 Other .................................      863.9       894.9     1,242.2
                                         ----------  ----------  ----------
Total principal amount .................   30,035.0    27,231.4    24,834.1
Unamortized discount ...................     (183.7)     (189.4)     (144.2)
                                         ----------  ----------  ----------
Total ..................................   29,851.3    27,042.0    24,689.9
                                         ----------  ----------  ----------

Bank loans and overdrafts
 United States .........................    1,124.4     1,068.0     1,155.0
 Other countries .......................    6,342.3     7,756.4     6,507.6
                                         ----------  ----------  ----------
Total ..................................    7,466.7     8,824.4     7,662.6
                                         ----------  ----------  ----------

Other notes, loans and debentures
 payable within one year (net)
  United States ........................    9,726.8     9,180.7    10,147.2
  Other countries ......................      777.7       762.8       797.6
                                         ----------  ----------  ----------
Total ..................................   10,504.5     9,943.5    10,944.8
                                         ----------  ----------  ----------

Total payable within one year .......... $ 47,822.5  $ 45,809.9  $ 43,297.3
</TABLE>
                                         ==========  ==========  ==========




<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
<TABLE>

<CAPTION>
                      Weighted average
                      interest rates at   March 31    Dec. 31     March 31
MATURITY               MARCH 31, 1997       1997        1996        1996
- --------------------- -----------------  ----------  ----------  -------
Notes, Loans                                  (in millions of dollars)
 And Debentures
United States currency
<S>                          <C>         <C>         <C>         <C>    
 1997 ...............         --         $    --     $    --     $  5,689.8
 1998 ...............        6.1%           5,049.8     7,922.2     5,990.9
 1999 ...............        6.8%           5,988.6     5,599.7     4,480.2
 2000 ...............        7.2%           3,960.5     3,478.7     2,628.6
 2001 ...............        7.0%           3,158.8     3,083.8     1,823.9
 2002 ...............        6.6%           3,511.8     2,110.2     1,746.1
 2003 - 2007 ........        7.0%           4,217.2     3,602.5     2,331.4
 2008 - 2012 ........       10.2%           1,225.4     1,213.5     1,203.5
 2013 - 2017 ........       10.3%             373.8       373.8       373.8
 2018 - 2049 ........        5.5%              75.0        75.0        75.0
                                         ----------  ----------  ----------
Total United States currency               27,560.9    27,459.4    26,343.2

Other currencies
 1997 - 2006 ........        6.2%           6,634.8     6,157.9     5,122.0
                                         ----------  ----------  ----------

Total notes, loans and
 debentures .........                      34,195.7    33,617.3    31,465.2
Unamortized discount                         (734.9)     (738.4)     (755.8)
                                         ----------  ----------  ----------
Total notes, loans and
 debentures payable after
 one year ...........                    $ 33,460.8  $ 32,878.9  $ 30,709.4
                                         ==========  ==========  ==========
</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 March 31, 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000040729
<NAME> GMAC
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                             667
<SECURITIES>                                      4934
<RECEIVABLES>                                    67323
<ALLOWANCES>                                       908
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           24624
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  102212
<CURRENT-LIABILITIES>                            53783
<BONDS>                                          33461
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        5988
<TOTAL-LIABILITY-AND-EQUITY>                    102212
<SALES>                                              0
<TOTAL-REVENUES>                                  4107
<CGS>                                                0
<TOTAL-COSTS>                                     1387
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   130
<INTEREST-EXPENSE>                                1266
<INCOME-PRETAX>                                    631
<INCOME-TAX>                                       259
<INCOME-CONTINUING>                                372
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       372
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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