GENERAL MOTORS ACCEPTANCE CORP
10-Q, 1997-08-05
PERSONAL CREDIT INSTITUTIONS
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================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


(Mark One)
 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
 -- 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 June 30, 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 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, June 30, 1997, December 31, 1996
               and June 30, 1996.

         2.    Consolidated Statement of Income and Net Income Retained for
               Use in the Business for the Second Quarter and Six Months Ended
               June 30, 1997 and 1996.

         3.    Consolidated Statement of Cash Flows for the Six Months Ended
               June 30, 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 second quarter  decreased by 3% but increased 8%
for the six month period compared to prior year results.
<TABLE>
<CAPTION>

                                       Period Ended June 30,
                               SECOND QUARTER    |     SIX MONTHS
                               --------------    |     ----------
                               1997       1996   |   1997       1996
                               ----       ----   |   ----       ----
(in millions of dollars)                         |
<S>                           <C>        <C>     |  <C>        <C>   
Financing Operations*         $295.5     $318.3  |  $589.1     $590.1
Insurance Operations**          42.2       31.7  |   120.6       69.0
                              ------     ------  |  ------     ------
Consolidated Net Income       $337.7     $350.0  |  $709.7     $659.1
                              ======     ======     ======     ======

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

Consolidated Return
 on Average Equity              16.1%      16.7%      17.0%      15.7%
</TABLE>

The 7% decline in net income from financing operations during the second quarter
of 1997,  compared to the same period in 1996,  can be attributed to reduced net
financing margins on automotive financing operations.  Net income from insurance
operations  during the second  quarter of 1997 was up 33% compared to the second
quarter of 1996.  The  increase is  primarily  attributable  to  improved  claim
experience in mechanical service agreements  (sometimes referred to as "extended
warranties") and commercial insurance.

UNITED  STATES  NEW  PASSENGER  CAR AND TRUCK  DELIVERIES  
Deliveries of new GM vehicles  during the second quarter and first six months of
1997 were slightly below  comparable 1996 levels primarily due to work stoppages
during the second quarter of 1997 that reduced production by an estimated 96,000
units.   Competitive  market  pressures  in  both  retail  and  fleet  financing
contributed to lower penetration  levels by the Company over the same prior year
periods.
<TABLE>
<CAPTION>
                                         Period Ended June 30,
                               SECOND QUARTER      |     SIX MONTHS
                               --------------      |     ----------
                               1997       1996     |   1997       1996
                               ----       ----     |   ----       ----
(in millions of units)                             |
<S>                             <C>        <C>     |    <C>        <C>
     Industry ...............   4.1        4.3     |    7.8        8.0
     General Motors .........   1.3        1.4     |    2.4        2.5
                                                   |
     New GM Vehicle Deliveries                     |
      Financed by GMAC                             |
       Retail (Installment Sale                    |
        Contracts and                              |
        Operating Leases) .... 29.9%       31.8%   |   30.9%      31.4%
       Fleet Transactions                          |
       (Lease Financing) .....  2.7%        4.7%   |    3.4%       5.2%
      Total .................. 24.0%       25.7%   |   25.0%      25.9%

</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 second quarter and six
months ended June 30, 1997 and 1996 are summarized below:
<TABLE>
<CAPTION>

                                      Period Ended June 30,
                               SECOND QUARTER    |     SIX MONTHS
                               --------------    |     ----------
                               1997       1996   |   1997       1996
                               ----       ----   |   ----       ----
     (in thousands of units)                     |
     UNITED STATES                               |
       Retail Installment Sale                   |
<S>                            <C>        <C>    |   <C>        <C>
        Contracts ...........  164        193    |   370        367
       Operating Leases .....  132        157    |   214        283
       Leasing ..............    9         18    |    21         34
                               ---        ---    |   ---        ---
     New Deliveries Financed   305        368    |   605        684
                               ===        ===    |   ===        ===
                                                 |
     OTHER COUNTRIES                             |
       Retail Installment Sale                   |
        Contracts ...........  101         77    |   186        160
       Operating Leases .....   97         60    |   162        108
       Leasing ..............   21         22    |    37         40
                               ---        ---    |   ---        ---
     New Deliveries Financed   219        159    |   385        308
                               ===        ===    |   ===        ===
                                                 |
     WORLDWIDE                                   |
       Retail Installment Sale                   |
        Contracts ...........  265        270    |   556        527
       Operating Leases .....  229        217    |   376        391
       Leasing ..............   30         40    |    58         74
                               ---        ---    |   ---        ---
     New Deliveries Financed   524        527    |   990        992
                               ===        ===        ===        ===
</TABLE>

During the second quarter and first six months of 1997,  the Company  financed a
lower number of new vehicles in the U.S. than during the  comparable  periods in
1996,  primarily due to lower GM deliveries  and reduced  incentive  programs on
operating  leases.  During the same periods,  new  deliveries  financed in other
countries  increased  38% and  25%,  respectively.  The  increase  is  primarily
attributable  to growth in Canadian  retail and Canadian and European  operating
leases.

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
831,000 and  1,672,000 new GM vehicles  during the second  quarter and first six
months of 1997,  compared with 961,000 and 1,681,000 new GM vehicles  during the
same periods in 1996.  GMAC's wholesale  financing  represented  67.8% of all GM
U.S.  vehicle  sales to dealers  during the first six months of 1997,  down from
69.9% for the comparable period a year ago. As mentioned earlier, the decline in
wholesale  financing  levels can be primarily  attributable  to work  stoppages
during the second quarter of 1997 as well as competitive market conditions.


<PAGE>


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

INCOME AND EXPENSES 
Consolidated  financing  revenue  totaled  $3.2  billion and $6.4 billion in the
second quarter and first six months of 1997,  respectively,  2% and 1% above the
comparable  1996  periods.  The  increase is  primarily  attributable  to higher
wholesale  receivable  outstandings  partially offset by lower retail receivable
revenues.

The Company's  worldwide  cost of borrowing for the second quarter and first six
months of 1997 averaged 6.31% and 6.28%,  respectively,  a decrease of 15 and 32
basis points from the comparable  periods of a year ago. Total  borrowing  costs
for U.S.  operations  averaged  6.38% and 6.35% for the second quarter and first
six months of 1997,  compared to 6.36% and 6.50% for the  respective  periods in
1996.  The lower  average  borrowing  costs for the first six months of 1997 are
attributable to a greater  proportion of floating rate short-term  borrowings in
the Company's  funding mix.  During the second quarter of 1997,  Fitch Investors
Service upgraded GMAC's outstanding senior debt rating from A- to A and affirmed
its commercial paper rating at F-1.

Other income,  including  gains and fees related to sold finance  receivables as
well as mortgage banking activities, totaled $608.4 million and $1,235.1 million
for the  second  quarter  and six  months  ended  June 30,  1997,  respectively,
compared  to $540.8  million  and  $987.9  million  during the  comparable  1996
periods.  The increase  during the first six months of 1997 compared to the same
period  in 1996 is  principally  the  result of higher  revenues  from  mortgage
operations and an increase in realized capital gains from insurance operations.

Net retail losses were 1.28% and 1.35% of total average  serviced  assets during
the second quarter and first six months of 1997, compared to 1.17% and 1.20% for
the same periods last year.  The provision for financing  losses  totaled $257.2
million  and $289.8  million for the six month  periods  ended June 30, 1997 and
1996,  respectively.  During 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
GMACMG  maintained  its  position  as a leading  mortgage  banker in the  United
States.  For the second quarter of 1997, loan  originations,  mortgage servicing
acquisitions and correspondent loan volume totaled $14.6 billion, an increase of
$2.7 billion from the same period in 1996.  The increased  second quarter volume
resulted  primarily from GMACMG's  expansion in the  residential  and commercial
markets.  The overall combined GMACMG servicing  portfolio,  excluding GMAC term
loans to  dealers,  increased  7% during  the first six months of 1997 to $115.1
billion, which is 20% greater than the $96.2 billion serviced at June 30, 1996.

INSURANCE OPERATIONS
In June 1997, GMAC announced an agreement  providing for Integon, a non-standard
automotive insurance provider, to merge with a wholly-owned  subsidiary of GMAC.
Subject to obtaining  all  necessary  regulatory  approvals  and the approval of
Integon  shareholders,  the  transaction is expected to be completed by year-end
1997 for a cash  price of  approximately  $525  million  and the  assumption  of
approximately  $150  million  and $100  million  in  Senior  Notes  and  Capital
Securities,  respectively.  The  proposed  merger  will  enable  the  Company to
continue its growth strategy in the financial services industry.

<PAGE>


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


FINANCIAL CONDITION AND LIQUIDITY
At June 30, 1997, the Company owned assets and serviced  automotive  receivables
totaling  $111.7  billion,  $3.6 billion above  year-end  1996, and $4.8 billion
above June 30, 1996.  Earning  assets  totaled  $100.9 billion at June 30, 1997,
compared to $95.7  billion and $93.3  billion at December 31 and June 30,  1996,
respectively.  The increase over year-end  1996 was  primarily  attributable  to
higher outstanding balances for wholesale receivables. Year-to-year increases in
asset  levels  can be  attributed  to growth of  operating  leases  and  greater
wholesale and real estate mortgage balances.

Finance receivables serviced by the Company, including sold receivables, totaled
$70.2 billion at June 30, 1997,  $1.1 billion above December 31, 1996 levels and
$1.2 billion below June 30, 1996, levels.  The change in finance receivables is
primarily  attributable to a $2.1 billion and $2.0 billion increase in wholesale
receivables when comparing June 30, 1997 to December 31, 1996 and June 30, 1996,
respectively.  This was offset  partially by a decline in retail  receivables of
$1.2 billion and $3.2 billion during the same respective periods.

Consolidated operating lease assets, net of depreciation,  totaled $25.8 billion
at June 30, 1997,  reflecting  increases of 4% and 7% over  December 31 and June
30,  1996,  respectively.  The  portfolio  growth is  attributable  to increased
international volume.

Investments  in securities at June 30, 1997 totaled $5.3 billion,  compared with
$4.6 billion and $4.4  billion at December 31 and June 30,  1996,  respectively.
The  increase  during the first six months of 1997  includes  the effects of the
January 1, 1997 adoption of Statement of Financial Accounting Standards No. 125,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of Liabilities  for certain  mortgage-related  securities.  This new accounting
standard requires that excess servicing fees, formerly included in other assets,
be reclassified as financial  assets.  In addition,  growth of  mortgage-related
securities and insurance  operations  portfolios  during the first six months of
1997 contributed to the increase.


<PAGE>


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

The Company's due and deferred from receivable  sales (net) totaled $0.9 billion
at June 30, 1997,  26% and 27% below  balances at December 31 and June 30, 1996,
respectively.  The  decrease  during  the  first  six  months  of 1997  resulted
principally  from the recent  maturity  of a revolving  trust of sold  wholesale
accounts  and the  Company's  administrative  repurchase  of retail  receivables
outstanding from four prior sale transactions.

As of June 30, 1997, GMAC's total borrowings were $82.5 billion,  an increase of
$3.8  billion  and $8.1  billion  from  December  31,  1996  and June 30,  1996,
respectively.  The higher  borrowings were used to fund increased  earning asset
levels.  GMAC's ratio of debt to total stockholder's equity at June 30, 1997 was
9.7:1,  compared  to 9.5:1 at  December  31,  1996 and  8.9:1 at June 30,  1996.
Continuing  to  utilize  its asset  securitization  program,  the  Company  sold
additional  retail  finance  receivables  totaling $1.5 billion (net) during the
second quarter of 1997.

The Company and its subsidiaries maintain substantial bank lines of credit which
totaled  $40.2  billion at June 30, 1997,  compared to $40.7 billion at year-end
1996 and $40.4  billion at June 30,  1996.  The unused  portion of these  credit
lines  totaled  $31.5  billion at June 30,  1997,  $0.9 billion and $0.1 billion
higher than December 31 and June 30, 1996, respectively.  Included in the unused
credit lines are a committed  U.S.  revolving  credit  facility of $10.0 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
interest rate and foreign exchange exposures.  During the first six months ended
June 30,  1997,  there  were no  significant  changes  in the  Company's  use of
derivative financial instruments.

ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting  Comprehensive
Income,  effective  for fiscal years  beginning  after  December 15, 1997.  This
statement  requires  that all items that are  required  to be  recognized  under
accounting  standards as  components  of  comprehensive  income be reported in a
financial  statement  that is  displayed  with  the  same  prominence  as  other
financial statements. The Company will adopt this accounting standard on January
1, 1998, as required.



<PAGE>


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

In June 1997,  the FASB issued SFAS No. 131,  Disclosures  about  Segments of an
Enterprise  and Related  Information,  effective  for financial  statements  for
periods beginning after December 15, 1997. This statement  establishes standards
for  reporting   information  about  operating   segments  in  annual  financial
statements and requires selected information about operating segments in interim
financial  reports issued to  shareholders.  It also  establishes  standards for
related  disclosures  about  products and services,  geographic  areas and major
customers.  The Company will adopt this accounting  standard on January 1, 1998,
as required.

                          PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company did not become a party to any  material  pending  legal  proceedings
during the second  quarter  ended June 30, 1997,  or prior to the filing of this
report.

ITEM 5. OTHER INFORMATION
<TABLE>
<CAPTION>

                      RATIO OF EARNINGS TO FIXED CHARGES

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

                                1997        1996
                                ----        ----
<S>                             <C>         <C> 
                                1.47        1.43
</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 Second Quarter
               and Six Months Ended June 30, 1997.

   (b)   REPORTS ON FORM 8-K:

         The  Company  did not file a  Current  Report  on Form 8-K  during  the
         quarter ended June 30, 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:   AUGUST 5, 1997           Eric A. Feldstein, Executive Vice
         --------------           President and Principal Financial
                                  Officer


                                  S/  GERALD E. GROSS
                                  --------------------------------
Dated:  August 5, 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>
                                                      June 30,   Dec. 31,   June 30,
                                                       1997       1996        1996
                                                       ----       ----        ----
                                                         (in millions of dollars)
<S>                                                  <C>        <C>        <C>      
Cash and cash equivalents .......................... $   814.3  $   742.3  $   960.4
                                                     ---------  ---------  ---------

EARNING ASSETS
Investments in securities ..........................   5,280.2    4,556.8    4,365.7
Finance receivables, net (Note 1) ..................  61,292.7   58,380.0   59,331.9
Investment in operating leases, net ................  25,819.9   24,909.5   24,112.6
Notes receivable from General Motors Corporation....     469.8      190.5       45.7
Real estate mortgages - held for sale ..............   3,759.0    2,785.0    1,768.6
                      - held for investment ........     610.0      611.2      736.1
                      - lending receivables ........   1,448.8    1,404.6      767.0
Due and deferred from receivable sales, net ........     897.6    1,214.5    1,227.4
Other ..............................................   1,314.1    1,617.6      928.1
                                                     ---------  ---------  ---------
   Total earning assets ............................ 100,892.1   95,669.7   93,283.1

Nonearning assets...................................   2,266.6    2,166.0    1,833.6
                                                     ---------  ---------  ---------

TOTAL ASSETS .......................................$103,973.0  $98,578.0  $96,077.1
                                                    ==========  =========  =========

Notes, loans and debentures payable within
 one year (Note 2) .................................$ 48,095.6  $45,809.9  $43,165.9
                                                    ----------  ---------  ---------


ACCOUNTS PAYABLE AND OTHER LIABILITIES
General Motors Corporation and affiliated companies    1,302.0      646.6    1,959.1
Interest ...........................................   1,150.0    1,065.2    1,166.0
Unpaid insurance losses and loss adjustment expense    1,587.6    1,581.9    1,529.1
Unearned insurance premiums ........................   1,450.3    1,437.5    1,426.6
Deferred income taxes ..............................   2,120.8    2,215.8    2,195.7
United States and foreign income and other taxes
 payable ...........................................     458.5       35.6      140.2
Other postretirement benefits ......................     647.4      627.0      622.0
Other ..............................................   4,301.6    4,012.0    4,320.4
                                                     ---------  ---------  ---------
   Total accounts payable and other liabilities ....  13,018.2   11,621.6   13,359.1
                                                     ---------  ---------  ---------

Notes, loans and debentures payable after one year
 (Note 3) ..........................................  34,368.4   32,878.9   31,210.1
                                                     ---------  ---------  ---------

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 ........   6,034.9    5,775.2    5,893.8
Net unrealized gains on securities .................     327.8      276.7      242.8
Unrealized accumulated foreign currency translation
 adjustment ........................................     (71.9)      15.7        5.4
                                                     ---------  ---------  ---------
   Total stockholder's equity ......................   8,490.8    8,267.6    8,342.0
                                                     ---------  ---------  ---------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY .........$103,973.0  $98,578.0  $96,077.1
                                                    ==========  =========  =========

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

                                              Period Ended June 30,
                                     SECOND QUARTER            SIX MONTHS
                                     --------------            ----------
<CAPTION>
                                    1997        1996        1997        1996
                                    ----        ----        ----        ----
                                            (in millions of dollars)
FINANCING REVENUE
<S>                              <C>         <C>         <C>        <C>       
Retail and lease financing ..... $    890.2  $    955.7  $ 1,830.2  $  1,913.2
Operating leases ...............    1,817.3     1,784.6    3,618.5     3,522.9
Wholesale and term loans .......      469.9       384.0      903.4       867.4
                                 ----------  ----------  ---------  ----------
   Total financing revenue .....    3,177.4     3,124.3    6,352.1     6,303.5
Interest and discount ..........   (1,311.9)   (1,224.6)  (2,577.7)   (2,464.3)
Depreciation on operating leases   (1,154.2)   (1,122.9)  (2,312.4)   (2,273.6)
                                 ----------  ----------  ---------  ----------
   Net financing revenue .......      711.3       776.8    1,462.0     1,565.6
Insurance premiums earned ......      306.3       287.9      611.8       585.4
Other income ...................      608.4       540.8    1,235.1       987.9
                                 ----------  ----------  ---------  ----------
   NET FINANCING REVENUE AND
    OTHER ......................    1,626.0     1,605.5    3,308.9     3,138.9
                                 ----------  ----------  ---------  ----------

EXPENSES
Salaries and benefits ..........      258.6       224.0      524.1       481.6
Other operating expenses .......      416.2       423.5      844.9       791.8
Insurance losses and loss
 adjustment expenses ...........      241.3       262.3      469.6       507.3
Provision for financing losses .      127.3       134.6      257.2       289.8
                                 ----------  ----------  ---------  ----------
   Total expenses ..............    1,043.4     1,044.4    2,095.8     2,070.5
                                 ----------  ----------  ---------  ----------

Income before income taxes .....      582.6       561.1    1,213.1     1,068.4
United States, foreign and other
 income taxes ..................      244.9       211.1      503.4       409.3
                                 ----------  ----------  ---------  ----------
   NET INCOME ..................      337.7       350.0      709.7       659.1

Net income retained for use in
 the business at beginning of
 the period ....................    5,797.2     5,793.8    5,775.2     5,734.7
                                 ----------  ----------  ---------  ----------
Total ..........................    6,134.9     6,143.8    6,484.9     6,393.8
Cash dividends .................      100.0       250.0      450.0       500.0
                                 ----------  ----------  ---------  ----------
   NET INCOME RETAINED FOR USE
    IN THE BUSINESS AT END OF
    THE PERIOD ................. $  6,034.9  $  5,893.8  $ 6,034.9  $  5,893.8
                                 ==========  ==========  =========  ==========

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

                                                                           Six Months Ended
                                                                               JUNE 30,
                                                                               --------
<CAPTION>
                                                                           1997         1996
                                                                           ----         ----
                                                                        (in millions of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                      <C>          <C>      
Net income ............................................................  $    709.7   $   659.1
Depreciation ..........................................................     2,336.6     2,292.7
Provision for financing losses ........................................       257.2       289.8
Gains on sales of finance receivables .................................       (18.3)      (18.8)
Mortgage loans-originations/purchases .................................   (10,759.2)   (9,447.1)
              -proceeds on sale .......................................     9,785.2     9,165.3
Mortgage related securities held for trading - acquisitions ...........    (1,255.5)     (202.8)
                                             - liquidations ...........       961.9       113.4
Changes in the following items:
  Due to General Motors Corporation and affiliated companies ..........       663.5       206.8
  Taxes payable and deferred ..........................................        72.7       (98.6)
  Interest payable ....................................................        90.4       119.3
  Other assets ........................................................      (155.2)       67.5
  Other liabilities ...................................................       345.8       655.7
Other .................................................................       149.0       138.5
                                                                         ----------  ----------
   Net cash provided by operating activities ..........................     3,183.8     3,940.8
                                                                         ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Finance receivables-acquisitions ......................................   (79,997.2)  (73,916.3)
                   -liquidations ......................................    63,303.6    56,094.8
Notes receivable from General Motors Corporation ......................      (279.3)      (45.7)
Operating leases-acquisitions .........................................    (8,038.1)   (9,894.8)
                -liquidations .........................................     4,534.6     5,508.1
Investments in securities-acquisitions ................................   (10,181.3)   (5,057.2)
                         -liquidations ................................    10,094.0     5,045.7
Proceeds from sales of receivables ....................................    12,929.5    18,465.6
Due and deferred from receivable sales ................................       371.2       162.8
Other .................................................................       108.5        79.4
                                                                         ----------  ----------
   Net cash used in investing activities ..............................    (7,154.5)   (3,557.6)
                                                                         ----------  ----------

CASH FLOWS FROM FINANCING  ACTIVITIES 
Debt with original  maturities 90 days and
over
     -proceeds ........................................................    28,401.9    26,180.5
     -liquidations ....................................................   (26,988.0)  (25,264.4)
Debt with original maturities less than 90 days-net change ............     3,073.3    (1,290.2)
Dividends paid ........................................................      (450.0)     (500.0)
                                                                         ----------  ----------
   Net cash provided by/(used in) financing activities ................     4,037.2      (874.1)
                                                                         ----------  ----------

Effect of exchange rate changes on cash and cash equivalents ..........         5.5         2.7
                                                                         ----------  ----------
   Net increase/(decrease) in cash and cash equivalents ...............        72.0      (488.2)
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 ....................  $    814.3  $    960.4
                                                                         ==========  ==========

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
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                     Exhibit 20
                                                                    Page 4 of 6

NOTE 1.  FINANCE RECEIVABLES

The composition of finance  receivables  outstanding at June 30, 1997,  December
31, 1996 and June 30, 1996 is summarized as follows:

<CAPTION>
                                          June 30,    Dec. 31,    June 30,
                                            1997        1996        1996
                                            ----        ----        ----
                                              (in millions of dollars)
United States
<S>                                      <C>         <C>         <C>       
 Retail ................................ $ 26,408.3  $ 26,867.4  $ 28,269.9
 Wholesale .............................   16,874.6    13,825.8    13,545.5
 Leasing and lease financing ...........    1,003.7     1,188.3     1,268.3
 Term loans to dealers and others ......    3,367.4     3,386.7     4,003.1
                                         ----------  ----------  ----------
Total United States ....................   47,654.0    45,268.2    47,086.8
                                         ----------  ----------  ----------

Europe
 Retail ................................    5,189.2     5,803.5     5,677.7
 Wholesale .............................    3,613.3     3,951.3     3,523.0
 Leasing and lease financing ...........      575.3       561.9       550.7
 Term loans to dealers and others ......      274.6       241.9       217.8
                                         ----------  ----------  ----------
Total Europe ...........................    9,652.4    10,558.6     9,969.2
                                         ----------  ----------  ----------

Canada
 Retail ................................      930.0       657.8       649.8
 Wholesale .............................    2,419.7     1,615.8     1,851.4
 Leasing and lease financing ...........      942.0       834.1       799.1
 Term loans to dealers and others ......      246.4       178.2       227.5
                                         ----------  ----------  ----------
Total Canada ...........................    4,538.1     3,285.9     3,527.8
                                         ----------  ----------  ----------

Other Countries
 Retail ................................    2,004.3     2,124.5     2,059.9
 Wholesale .............................      902.4       868.2       806.2
 Leasing and lease financing ...........      592.4       611.1       517.4
 Term loans to dealers and others ......      178.9       134.6       131.5
                                         ----------  ----------  ----------
Total Other Countries ..................    3,678.0     3,738.4     3,515.0
                                         ----------  ----------  ----------

Total finance receivables ..............   65,522.5    62,851.1    64,098.8
                                         ----------  ----------  ----------

Deductions
 Unearned income .......................    3,335.9     3,549.3     3,906.2
 Allowance for financing losses ........      893.9       921.8       860.7
                                         ----------  ----------  ----------
Total deductions .......................    4,229.8     4,471.1     4,766.9
                                         ----------  ----------  ----------
Finance receivables, net ............... $ 61,292.7  $ 58,380.0  $ 59,331.9
                                         ==========  ==========  ==========
</TABLE>

<PAGE>
<TABLE>


                         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

<CAPTION>
                                          June 30,    Dec. 31,    June 30,
                                            1997        1996        1996
                                            ----        ----        ----
                                              (in millions of dollars)
Short-term notes
<S>                                      <C>         <C>         <C>       
 Commercial paper ...................... $ 26,113.4  $ 22,650.8  $ 19,970.3
 Master notes ..........................      295.2       289.3       297.0
 Demand notes ..........................    3,614.6     3,396.4     3,292.2
 Other .................................      939.7       894.9     1,443.2
                                         ----------  ----------  ----------
Total principal amount .................   30,962.9    27,231.4    25,002.7
Unamortized discount ...................     (205.8)     (189.4)     (177.4)
                                         ----------  ----------  ----------
Total ..................................   30,757.1    27,042.0    24,825.3
                                         ----------  ----------- ----------

Bank loans and overdrafts
 United States .........................    1,244.0     1,068.0     1,255.0
 Other Countries .......................    6,448.4     7,756.4     5,831.1
                                         ----------  ----------  ----------
Total ..................................    7,692.4     8,824.4     7,086.1
                                         ----------  ----------  ----------

Other notes, loans and debentures
 payable within one year (net)
  United States.........................    8,758.9     9,180.7    10,478.5
  Other countries.......................      887.2       762.8       776.0
                                         ----------  ----------  ----------
Total ..................................    9,646.1     9,943.5    11,254.5
                                         ----------  ----------  ----------

Total payable within one year .......... $ 48,095.6  $ 45,809.9  $ 43,165.9
                                         ==========  ==========  ==========
</TABLE>
<PAGE>
<TABLE>


                         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

<CAPTION>
                      Weighted average
                      interest rates at   June 30,    Dec. 31,    June 30,
MATURITY                JUNE 30, 1997       1997        1996        1996
- --------------------- -----------------  ----------  ----------  -------
                                             (in millions of dollars)

United States currency
<S>                          <C>         <C>         <C>         <C>       
 1997 ...............         --         $    --     $    --     $  2,920.7
 1998 ...............        6.1%           2,762.8     7,922.2     6,863.9
 1999 ...............        6.7%           6,774.2     5,599.7     5,070.2
 2000 ...............        7.1%           4,258.0     3,478.7     3,333.6
 2001 ...............        7.0%           3,758.5     3,083.8     2,409.0
 2002 ...............        6.5%           4,674.2     2,110.2     1,746.1
 2003 - 2007 ........        7.0%           4,282.6     3,602.5     2,856.5
 2008 - 2012 ........       10.2%           1,225.3     1,213.5     1,203.4
 2013 - 2017 ........       10.3%             373.8       373.8       373.8
 2018 - 2049 ........        5.4%              75.0        75.0        75.0
                                         ----------  ----------  ----------
Total United States currency               28,184.4    27,459.4    26,852.2

Other currencies
 1997 - 2007 ........        5.9%           6,908.1     6,157.9     5,107.3
                                         ----------  ----------  ----------

Total notes, loans and
 debentures .........                      35,092.5    33,617.3    31,959.5
Unamortized discount                         (724.1)     (738.4)     (749.4)
                                         ----------   ---------  ----------
Total notes, loans and
 debentures payable after
 one year ...........                    $ 34,368.4  $ 32,878.9  $ 31,210.1
                                         ==========  ==========  ==========

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the General
Motors Acceptance Corporation Form 10-Q for the period ending June 30, 1997
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000040729
<NAME> GMAC
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                             814
<SECURITIES>                                      5280
<RECEIVABLES>                                    65523
<ALLOWANCES>                                       894
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           25820
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  103973
<CURRENT-LIABILITIES>                            54044
<BONDS>                                          34368
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        6291
<TOTAL-LIABILITY-AND-EQUITY>                    103973
<SALES>                                              0
<TOTAL-REVENUES>                                  8199
<CGS>                                                0
<TOTAL-COSTS>                                     2782
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   257
<INTEREST-EXPENSE>                                2578
<INCOME-PRETAX>                                   1213
<INCOME-TAX>                                       503
<INCOME-CONTINUING>                                710
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       710
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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