GENERAL MOTORS ACCEPTANCE CORP
10-Q, 1998-08-04
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, 1998, 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)


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

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, 1998,  there were  outstanding  10 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  1997 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, 1998,  December 31,
                      1997 and June 30, 1997.

              2.      Consolidated  Statement of Income, Net Income Retained for
                      Use in the  Business  and  Comprehensive  Income  for  the
                      Second  Quarter  and Six Months  Ended  June 30,  1998 and
                      1997.

              3.      Consolidated  Statement  of Cash  Flows for the Six Months
                      Ended June 30, 1998 and 1997.

              4.      Notes to Consolidated Financial Statements.

<PAGE>

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

EARNINGS
Consolidated  net  income for the  second  quarter  and first six months of 1998
increased by 8% and 1% compared to the same periods during 1997.

(in millions of dollars, after tax)              Period Ended June 30,
                                          Second Quarter          Six Months
                                         ----------------      ----------------
                                          1998      1997        1998      1997
                                         ------    ------      ------    ------
Automotive Financing Operations          $288.0    $244.7      $534.6    $501.7
Insurance Operations *                     53.9      42.2       133.6     120.6
Mortgage Operations**                      22.8      50.8        45.8      87.4
                                         ------    ------      ------    ------
Consolidated Net Income                  $364.7    $337.7      $714.0    $709.7
                                         ======    ======      ======    ======

*  GMAC Insurance Holdings, Inc. (GMACI)
** GMAC Mortgage Group, Inc. (GMACMG)

Consolidated Return on Average Equity      15.8%     16.1%       15.8%     17.0%

Earnings were 18% higher from automotive  financing operations during the second
quarter of 1998,  compared to the same period in 1997,  primarily as a result of
an increase in retail  financing  volumes and a lower effective income tax rate,
partially offset by lower net financing margins.

Earnings from insurance operations increased by 28% during the second quarter of
1998,  compared  to the same period  during  1997.  Earnings  were higher due to
increased capital gains,  partially offset by higher  weather-related  losses on
dealership inventory coverages.

Net income from mortgage  operations  during the second  quarter was $28 million
lower than the second  quarter of 1997. The decline is the result of  the effect
of  higher  than  anticipated  prepayment  speeds,  primarily  on  interest-only
products.

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES
U.S.  deliveries of new General Motors ("GM") vehicles during the second quarter
and first six months of 1998 were higher than  comparable  1997 levels,  despite
work  stoppages  at GM in early June that  reduced  production  by an  estimated
227,000  units.  Increased  incentive  programs  sponsored by GM resulted in the
Company's higher retail financing penetration.

                                                     Period Ended June 30,
                                               Second Quarter        Six Months
                                               --------------       ------------
                                               1998     1997       1998    1997
                                               ----     ----       ----    ---- 
                                                     (in millions of units)

Industry                                        4.5      4.1        8.2     7.8
General Motors                                  1.4      1.3        2.5     2.4

New GM Vehicle Deliveries Financed by GMAC
  Retail (Installment Sale Contracts and
   Operating Leases)                           44.3%    29.9%      43.9%   30.9%
  Fleet Transactions (Lease Financing)          2.5%     2.7%       2.2%    3.4%
                                               ----     ----       -----   -----
Total                                          36.5%    24.0%      35.7%   25.0%
                                               =====    =====      =====   =====

<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, 1998 and 1997 are summarized below:

                                                   Period Ended June 30,
                                          Second Quarter          Six Months
                                          ---------------       -------------- 
                                          1998       1997       1998      1997
                                          ----       ----       ----      ---- 
                                                (in thousands of units)
UNITED STATES
  Retail Installment Sale Contracts        316        164         549      370
  Operating Leases                         203        132         346      214
  Leasing                                    8          9          14       21
                                           ---        ---         ---      ---
New Deliveries Financed                    527        305         909      605
                                           ===        ===         ===      ===

OTHER COUNTRIES
  Retail Installment Sale Contracts         91         72         198      153
  Operating Leases                          99         97         154      161
  Leasing                                   18         24          38       41
                                           ---        ---         ---      ---
New Deliveries Financed                    208        193         390      355
                                           ===        ===         ===      ===

WORLDWIDE
  Retail Installment Sale Contracts        407        236         747      523
  Operating Leases                         302        229         500      375
  Leasing                                   26         33          52       62
                                           ---        ---       -----      ---
New Deliveries Financed                    735        498       1,299      960
                                           ===        ===       =====      ===

During the second  quarter and first six months of 1998,  the Company  increased
its financing of new vehicles in the U.S. by 73% and 50%, respectively, over the
comparable  periods in 1997. The higher financing volume is primarily the result
of an increase in retail and operating lease incentive programs sponsored by GM.
Outside of the U.S.,  Canadian and Latin  American  retail,  as well as Canadian
operating lease volume, increased as a result of similar incentive plans offered
by GM during the first six months of 1998. These increases were partially offset
by lower operating lease volume in Europe. 

GMAC also provides  wholesale  financing for GM and other  dealers' new and used
vehicle inventories.  In the United States, inventory financing was provided for
643,000 and  1,367,000 new GM vehicles  during the second  quarter and first six
months of 1998,  compared with 831,000 and 1,672,000 new GM vehicles  during the
same periods in 1997.  GMAC's wholesale  financing  represented  63.1% of all GM
U.S.  vehicle  sales to dealers  during the first six months of 1998,  down from
67.8%  for the  comparable  period  a year  ago.  Increased  competitive  market
conditions led to the decline in wholesale  penetration levels. The reduction in
wholesale  financing  volume is  primarily a result of work  stoppages at two GM
component plants in early June 1998 that halted production of wholesale units at
26 of 29 assembly  plants in North  America.  The Company's  June 1998 wholesale
financing  volume reflects a significant  decline as a result of this event. The
continuation of the work stoppage  through July 28, 1998 will have a significant
unfavorable  effect on the number of wholesale  units financed by the Company in
the third quarter of 1998.

<PAGE>

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

INCOME AND EXPENSES
Automotive  financing  revenue totaled  $3,204.7 million and $6,311.5 million in
the  second  quarter  and first six  months  of 1998,  respectively,  relatively
unchanged from $3,177.4 million and $6,352.1 million for the comparable  periods
in 1997. Higher retail financing  revenues were offset by a decline in wholesale
revenues,  principally as a result of the GM work stoppage related  reduction in
wholesale  receivable  balances.  To the extent that work stoppages continued to
disrupt  GM's  production  and shipment of vehicles  through July 28, 1998,  the
resulting  decline in revenues  will have a continuing  impact on the  Company's
results of operations during the third quarter of 1998.

The Company's  worldwide  cost of borrowing for the second quarter and first six
months of 1998 averaged 6.02% and 6.05%,  respectively,  a decrease of 29 and 23
basis points from the comparable  periods of a year ago. Total  borrowing  costs
for U.S.  operations  averaged  5.92% and 6.00% for the second quarter and first
six months of 1998,  compared to 6.38% and 6.35% for the  respective  periods in
1997.  The lower  average  borrowing  costs for the first six months of 1998 are
largely a result of lower long-term  interest rates and a greater  proportion of
floating  rate  debt  compared  to fixed  rate  debt. 

Insurance  premiums  earned,  mortgage revenue and other income totaled $1,317.2
million and  $2,536.4  million for the second  quarter and six months ended June
30, 1998,  respectively,  compared to $914.7 million and $1,846.9 million during
the comparable  1997 periods.  The increase  during the first six months of 1998
compared to the same period in 1997 corresponds  with higher insurance  premiums
and  investment  income  resulting  from the  acquisition of Integon by GMACI in
October  1997, as well as an increase in mortgage  investment  income and higher
capital gains for insurance operations.

Consolidated  salaries and other operating  expenses  totaled $855.0 million and
$1,643.2  million  for  the  second  quarter  and  first  six  months  of  1998,
respectively, compared to $674.8 million and $1,369.0 million for the comparable
periods last year.  The increase is mainly  attributable  to the  acquisition of
Integon by GMACI and continued growth at GMACMG.

Annualized  net retail  losses  were 0.73% and 0.88% of total  average  serviced
automotive  receivables  during the second quarter and first six months of 1998,
respectively,  compared to 1.28% and 1.35% for the same periods  last year.  The
provision for credit losses  totaled  $228.7  million and $257.2 million for the
six month periods ended June 30, 1998 and 1997, respectively. The decline in the
provision  is  primarily  attributable  to lower credit  losses  resulting  from
tightened credit standards.

The  effective  income  tax rate for the  first six  months  of 1998 was  31.5%,
compared  to  41.2%  and  41.5%  at  December   31,  1997  and  June  30,  1997,
respectively.  The decrease in the effective tax rate can be attributed to lower
U.S. and foreign taxes assessed on foreign source income and a favorable  change
resulting from periodic assessments of state and local income tax accruals.

<PAGE>

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

INSURANCE  OPERATIONS
Net premiums  earned by GMACI and its  subsidiaries  totaled  $479.8 million and
$950.8  million for the second quarter and six month period ended June 30, 1998,
respectively, compared to $306.3 million and $611.8 million for the same periods
during 1997.  Pre-tax  capital  gains and  investment  and other income at GMACI
totaled  $123.2  million and $270.9 million for the second quarter and first six
months of 1998 compared to $73.5 million and $210.5  million for same periods in
1997.  Insurance losses and loss adjustment  expenses totaled $402.1 million and
$755.1 million during the second quarter and first six months of 1998,  compared
to $241.3 million and $469.6 million for the same periods in 1997. The increases
in net  premiums  earned and losses are  primarily a result of the  inclusion of
Integon's  non-standard  automobile  operations since its acquisition in October
1997. The increase in capital gains and  investment  income is due to additional
diversification of GMACI's investment  portfolio during 1998 which resulted in a
higher  concentration  of gains during the first six months of 1998  compared to
the same period in 1997.

MORTGAGE OPERATIONS
During the second quarter and first six months of 1998, GMACMG loan origination,
mortgage  servicing  acquisitions  and  correspondent  loan volume totaled $45.8
billion and $62.5  billion,  respectively,  compared to $12.5  billion and $20.0
billion for the same periods in 1997.  The increase was  primarily the result of
the  acquisition  of a $27.1 billion  mortgage  servicing  portfolio and related
servicing  assets  plus  the  subservicing  of an  additional  $6.4  billion  in
bank-owned  loans of Wells  Fargo  Bank,  N.A.  The  transaction  was  completed
effective June 1, 1998.

Reflecting this  acquisition  and sustained  growth over the past twelve months,
the combined GMACMG servicing  portfolio,  excluding GMAC term loans to dealers,
totaled  $187.3  billion at June 30, 1998 compared  with the $141.1  billion and
$115.1 billion serviced at December 31 and June 30, 1997, respectively.

For the first  six  months  of 1998,  net  income  decreased  by $41.6  million,
compared  to the same  period in 1997.  The  decline in net income is  primarily
attributable to the effect of higher than anticipated  prepayment speeds,  which
resulted in the revaluation of interest-only products and increased amortization
of mortgage servicing rights.

FINANCIAL CONDITION AND LIQUIDITY
At June 30, 1998, the Company owned assets and serviced  automotive  receivables
totaling  $124.8  billion,  $3.6 billion above  year-end 1997, and $13.1 billion
above June 30, 1997. The higher balance compared to year-end 1997  predominantly
reflects  increases in retail  earning assets  partially  offset by a decline in
off-balance sheet wholesale serviced assets.

Additionally,  the Company's  non-prime financing  subsidiary,  Nuvell Financial
Services Corporation, serviced $1.5 billion in mortgage and other non-automotive
receivables  at June 30, 1998,  which is $0.7 billion less than the $2.2 billion
serviced at December 31, 1997.

<PAGE>

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

Earning  assets  totaled  $108.8  billion at June 30,  1998,  compared to $104.5
billion and $100.9 billion at December 31 and June 30, 1997,  respectively.  The
change from year-end 1997 is principally  the result of a $2.2 billion  increase
in receivables due from GM as well as $1.8 billion and $1.7 billion increases in
net finance  receivables  and operating  lease assets,  respectively,  partially
offset by a $1.2 billion decrease in real estate mortgages held for sale.

Finance receivables serviced by the Company, including sold receivables, totaled
$73.4 billion at June 30, 1998,  $0.1 billion below December 31, 1997 levels and
$3.2 billion above June 30, 1997 levels.  Retail  receivables  were $4.4 billion
higher  than  year-end  1997,  a direct  result of  increased  retail  incentive
programs sponsored by GM. On-balance sheet wholesale  receivables  declined $3.3
billion during the same period due to the GM work stoppages.  Also  contributing
to the change,  off-balance sheet serviced wholesale  receivables decreased $1.6
billion,  attributable to the scheduled wind down of a revolving wholesale trust
and the effects of the work stoppages.

Consolidated operating lease assets, net of depreciation,  totaled $27.6 billion
at June 30, 1998,  reflecting  an increase of $1.7 billion over both December 31
and  June 30,  1997  periods.  The  increase  from  year-end  1997 is  primarily
attributable  to additional GM sponsored  lease  incentive  programs in the U.S.
during the first six months of 1998.

Investments  in securities at June 30, 1998 totaled $7.9 billion,  compared with
$7.9 billion and $5.5  billion at December 31 and June 30,  1997,  respectively.
The increase from June 1997 to June 1998 is principally  the result of continued
growth at GMACMG and the acquisition of Integon by GMACI.

The  Company's  due and deferred  from  receivable  sales (net)  totaled  $240.0
million at June 30, 1998,  compared  with $690.5  million and $635.4  million at
December 31 and June 30, 1997, respectively. The significant decline in the June
30, 1998  balance was  primarily  due to the upgrade in GMAC's  short-term  debt
rating by Standard & Poor's Ratings Group in January 1998,  which eliminated the
requirement to segregate and hold in trust the collections on sold receivables.

As of June 30, 1998,  GMAC's total borrowings were $88.3 billion,  compared with
$86.7  billion  and  $82.5  billion  at  December  31,  1997 and June 30,  1997,
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, 1998 was
9.5:1,  compared  to 9.9:1 at  December  31,  1997 and  9.7:1 at June 30,  1997.
Continuing  to  utilize  its asset  securitization  program,  the  Company  sold
additional  retail  finance  receivables  totaling $1.6 billion (net) during the
second quarter of 1998.

<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  $40.7  billion at June 30, 1998,  compared to $39.8 billion at year-end
1997 and $40.2  billion at June 30,  1997.  The unused  portion of these  credit
lines  totaled  $31.9  billion at June 30,  1998,  $1.5 billion and $0.4 billion
higher than December 31 and June 30, 1997, 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  an  $11.5  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.

Effective April 23, 1998,  Moody's Investors Service increased the rating of the
Company's  senior  debt from A3 to A2. The  increase  in the rating was  closely
related to the improved financial  condition of GM, which also received the same
upgrade of its senior debt.  Effective  August 3, 1998, S&P affirmed its current
ratings on GMAC and revised its outlook on GMAC from stable to negative.

As  discussed  in the  Company's  1997 Annual  Report on Form 10-K,  the Company
utilizes a variety of  interest  rate and  currency  derivative  instruments  in
managing its interest rate and foreign exchange  exposures.  The notional amount
of  derivatives  increased  from $56.4  billion at  December  31,  1997 to $70.8
billion at June 30, 1998. The change is primarily attributable to an increase in
financial  instruments  associated with mortgage related securities and mortgage
related commitments.

ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133,  Accounting for Derivative
Instruments and Hedging  Activities,  effective for fiscal years beginning after
June 15, 1999. The new standard  requires that all companies record  derivatives
on the balance sheet as assets or liabilities,  measured at fair value. Gains or
losses  resulting  from  changes  in the  values of those  derivatives  would be
accounted  for depending on the use of the  derivative  and whether it qualifies
for hedge accounting.  Management is currently  assessing the impact of SFAS No.
133 on the  financial  statements  of the  Company.  The Company will adopt this
accounting standard on January 1, 2000, as required.

In the  first  quarter  of 1998,  the  AICPA's  Accounting  Standards  Executive
Committee issued  Statement of Position (SOP) 98-1,  Accounting for the Costs of
Computer  Software  Developed or Obtained for  Internal  Use. SOP 98-1  provides
guidance on the capitalization of software for internal use. GMAC will adopt SOP
98-1 on January 1, 1999,  as required.  Management  is currently  assessing  the
impact of this SOP on the financial statements of the Company.

In February 1998,  the FASB issued SFAS No. 132,  Employers'  Disclosures  about
Pensions and Other Postretirement  Benefits.  SFAS No. 132 requires an entity to
disclose certain information about pensions and other  postretirement  benefits.
The effect of adopting this new  accounting standard will not be material to the
Company's consolidated financial statements,  when adopted for this fiscal year,
as required.

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company did not become a party to any  material  pending  legal  proceedings
during the second  quarter  ended June 30, 1998,  or prior to the filing of this
report.

ITEM 5. OTHER INFORMATION

                       RATIO OF EARNINGS TO FIXED CHARGES

                                Six Months Ended
                                    June 30,
                                ----------------
                                1998        1997
                                ----        ----   
                                1.36        1.47

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, 1998.

     (b)     REPORTS ON FORM 8-K:

             The  Company  filed a Form  8-K  on April 27,  1998 to  report  the
             following information:

             On April 23,  1998,  Moody's  Investors  Service,  Inc.  (Moody's),
             raised  certain  credit  ratings  of the  Company  and its  parent,
             General Motors Corporation (GM).

             The Moody's  rating of the Company's  senior debt was upgraded from
             A3 to A2,  seventh and sixth  highest  among ten  investment  grade
             ratings available,  respectively.  The A2 rating is assigned to the
             bonds  considered  to have  "upper  medium  grade"  quality as they
             possess many favorable investment  attributes with security factors
             for principal and interest considered to be adequate.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K. (CONCLUDED)

     (b)     REPORTS ON FORM 8-K: (concluded)

             The  Company's short  term rating, which was upgraded to Prime-1 on
             May 30, 1995, remains unchanged.

             The Company is pleased with the  upgraded  ratings as it expects to
             benefit from enhanced  financial  flexibility  and lower  borrowing
             costs.

<PAGE>

             The Company is presently not under review by any of the  nationally
             recognized  statistical  rating  agencies.  Additional  disclosures
             regarding  credit  ratings  are  provided on pages 15 and 16 of the
             Company's  Annual  Report on Form 10-K for the year ended  December
             31, 1997,  filed with the  Securities  and Exchange  Commission  on
             March 17, 1998.


                                   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/  WILLIAM F. MUIR
Dated:        August 4, 1998       ---------------------------------
              --------------       William F. Muir, Executive Vice
                                   President and Principal Financial
                                   Officer


                                   S/  GERALD E. GROSS
Dated:        August 4, 1998       --------------------------------
              --------------       Gerald E. Gross, Comptroller and
                                   Principal Accounting Officer


<PAGE>

<TABLE>

Exhibit 20
Page 1 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                           CONSOLIDATED BALANCE SHEET
<CAPTION>

                                                           June 30,            Dec. 31,           June 30,
                                                            1998                1997                1997
                                                         -----------         ----------         -----------
                                                                      (in millions of dollars)

<S>                                                      <C>                <C>                 <C>        
Cash and cash equivalents                                $     873.0         $    759.2         $     814.3


EARNING ASSETS
Investments in securities                                    7,855.4            7,896.1             5,542.4
Finance receivables, net (Note 1)                           61,445.5           59,630.8            61,292.7
Investment in operating leases, net                         27,551.4           25,849.1            25,819.9
Notes receivable from General Motors Corporation             2,718.5              551.7               469.8
Real estate mortgages - held for sale                        3,938.0            5,119.5             3,759.0
                      - held for investment                    793.0              713.0               610.0
                      - lending receivables                  1,825.8            2,222.9             1,448.8
Due and deferred from receivable sales, net                    240.0              690.5               635.4
Other                                                        2,450.3            1,807.6             1,314.1
                                                         -----------        -----------         -----------
   Total earning assets                                    108,817.9          104,481.2           100,892.1

Nonearning assets                                            4,647.5            4,078.9             2,266.6
                                                         -----------        -----------         -----------
TOTAL ASSETS                                             $ 114,338.4        $ 109,319.3         $ 103,973.0
                                                         ===========        ===========         ===========

Notes, loans and debentures payable within
 one year (Note 2)                                          50,967.6        $  50,399.5         $  48,095.6
                                                         -----------        -----------         -----------

ACCOUNTS PAYABLE AND OTHER LIABILITIES
General Motors Corporation and affiliated companies          1,738.6              698.9             1,302.0
Interest                                                     1,225.1            1,101.8             1,150.0
Insurance losses and loss expenses                           2,044.1            2,125.3             1,587.6
Unearned insurance premiums                                  1,858.0            1,804.1             1,450.3
Deferred income taxes                                        2,656.4            2,577.1             2,120.8
United States and foreign income and other taxes
 payable                                                       155.7              321.2               458.5
Other postretirement benefits                                  676.5              652.6               647.4
Other                                                        6,364.3            4,607.5             4,301.6
                                                         -----------       ------------         -----------
   Total accounts payable and other liabilities             16,718.7           13,888.5            13,018.2
                                                         -----------       ------------         -----------

Notes, loans and debentures payable after one year
 (Note 3)                                                   37,322.3           36,275.2            34,368.4
                                                         -----------       ------------         -----------

Common stock, $.10 par value (authorized 10,000
 shares, outstanding 10 shares) and paid-in capital          2,200.0            2,200.0             2,200.0
Net income retained for use in the business                  6,890.3            6,326.3             6,034.9
Net unrealized gains on securities                             408.2              368.5               327.8
Unrealized accumulated foreign currency translation
 adjustment                                                   (168.7)            (138.7)              (71.9)
                                                         -----------       ------------         -----------
   Accumulated other comprehensive income                      239.5              229.8               255.9
                                                         -----------       ------------         -----------
   Total stockholder's equity                                9,329.8            8,756.1             8,490.8
                                                         -----------       ------------         -----------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY               $ 114,338.4        $ 109,319.3         $ 103,973.0
                                                         ===========       ============         ===========
<FN>

Certain   amounts  for  1997  have  been   reclassified  to  conform  with  1998
classifications.

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


<PAGE>

<TABLE>

Exhibit 20
Page 2 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                        CONSOLIDATED STATEMENT OF INCOME,
                 NET INCOME RETAINED FOR USE IN THE BUSINESS AND
                              COMPREHENSIVE INCOME
<CAPTION>

                                                                                   Period Ended June 30,
                                                                      Second Quarter                     Six Months
                                                              -------------------------------  ------------------------------
                                                                   1998            1997             1998            1997
                                                              ---------------  --------------  ---------------  -------------
                                                                                 (in millions of dollars)

FINANCING REVENUE
<S>                                                               <C>             <C>              <C>              <C>      
Retail and lease financing                                        $    950.3      $    890.2       $  1,852.3       $ 1,830.2
Operating leases                                                     1,808.9         1,817.3          3,593.6         3,618.5
Wholesale and term loans                                               445.5           469.9            865.6           903.4
                                                                  ----------      ----------       ----------       ---------
   Total automotive financing revenue                                3,204.7         3,177.4          6,311.5         6,352.1
Interest and discount                                                1,454.7         1,311.9          2,839.2         2,577.7
Depreciation on operating leases                                     1,160.8         1,154.2          2,339.1         2,312.4
                                                                  ----------      ----------       ----------       ---------
   Net automotive financing revenue                                    589.2           711.3          1,133.2         1,462.0
Insurance premiums earned                                              479.8           306.3            950.8           611.8
Mortgage revenue                                                       500.5           371.9            917.9           673.0
Other income                                                           336.9           236.5            667.7           562.1
                                                                  ----------      ----------       ----------       ---------
   Net financing revenue and other                                   1,906.4         1,626.0          3,669.6         3,308.9
                                                                  ----------      ----------       ----------       ---------

EXPENSES
Salaries and benefits                                                  288.5           258.6            578.4           524.1
Other operating expenses                                               566.5           416.2          1,064.8           844.9
Insurance losses and loss adjustment expenses                          402.1           241.3            755.1           469.6
Provision for credit losses                                            121.5           127.3            228.7           257.2
                                                                  ----------      ----------       ----------       ---------
   Total expenses                                                    1,378.6         1,043.4          2,627.0         2,095.8
                                                                  ----------      ----------       ----------       ---------

Income before income taxes                                             527.8           582.6          1,042.6         1,213.1
United States, foreign and other income taxes                          163.1           244.9            328.6           503.4
                                                                  ----------      ----------       ----------       ---------
NET INCOME                                                             364.7           337.7            714.0           709.7

Net income retained for use in the business
 at beginning of the period                                          6,600.6         5,797.2          6,326.3         5,775.2
                                                                  ----------      ----------       ----------       ---------
Total                                                                6,965.3         6,134.9          7,040.3         6,484.9
Cash dividends                                                          75.0           100.0            150.0           450.0
                                                                  ----------      ----------       ----------       ---------
NET INCOME RETAINED FOR USE IN THE BUSINESS
   AT END OF THE PERIOD                                           $  6,890.3      $  6,034.9       $  6,890.3       $ 6,034.9
                                                                  ==========      ==========       ==========       =========

TOTAL COMPREHENSIVE INCOME                                        $    341.9      $    403.2       $    723.7       $   673.2
                                                                  ==========      ==========       ==========       =========

<FN>

Certain   amounts  for  1997  have  been   reclassified  to  conform  with  1998
classifications.

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

<PAGE>

<TABLE>

Exhibit 20
Page 3 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<CAPTION>

                                                                                   Six Months Ended June 30,
                                                                                ------------------------------
                                                                                    1998               1997
                                                                                ------------       -----------
                                                                                    (in millions of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                             <C>                <C>        
Net income                                                                      $    714.0         $     709.7
Depreciation                                                                       2,373.8             2,336.6
Provision for credit losses                                                          228.7               257.2
Gains on sales of finance receivables                                                (31.0)              (18.3)
Mortgage loans - originations/purchases                                          (25,193.8)          (10,759.2)
               - proceeds on sale                                                 26,375.3             9,785.2
Mortgage related securities held for trading - acquisitions                       (1,124.0)           (1,255.5)
                                             - liquidations                          654.0               961.9
Changes in the following items:
  Due to General Motors Corporation and affiliated companies                       1,040.2               663.5
  Taxes payable and deferred                                                        (100.4)               72.7
  Interest payable                                                                   126.3                90.4
  Other assets                                                                      (390.2)             (155.2)
  Other liabilities                                                                1,677.4               345.8
Other                                                                                102.2               149.0
                                                                                ----------          ----------
  Net cash provided by operating activities                                        6,452.5             3,183.8
                                                                                ----------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES
Finance receivables - acquisitions                                               (78,432.3)          (79,997.2)
                    - liquidations                                                58,895.8            63,303.6
Notes receivable from General Motors Corporation                                  (2,175.9)             (279.3)
Operating leases - acquisitions                                                   (9,337.8)           (8,038.1)
                 - liquidations                                                    4,916.6             4,534.6
Investments in securities - acquisitions                                          (8,106.2)          (10,560.9)
                          - liquidations                                           8,685.6            10,211.5
Proceeds from sales of receivables - wholesale                                    15,840.7            11,524.0
                                   - retail                                        1,515.6             1,405.5
Due and deferred from receivable sales                                               446.9               633.3
Other                                                                               (447.1)              108.5
                                                                                ----------          ----------
  Net cash used in investing activities                                           (8,198.1)           (7,154.5)
                                                                                ----------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                                           8,370.7             8,295.4
Principal payments on long-term debt                                              (6,511.2)           (7,024.0)
Change in short-term debt, net                                                       150.2             3,215.8
Dividends paid                                                                      (150.0)             (450.0)
                                                                                ----------          ----------
  Net cash provided by financing activities                                        1,859.7             4,037.2
                                                                                ----------          ----------

Effect of exchange rate changes on cash and cash equivalents                          (0.3)                5.5

  Net increase in cash and cash equivalents                                          113.8                72.0
Cash and cash equivalents at the beginning of the period                             759.2               742.3
                                                                                ----------          ----------
Cash and cash equivalents at the end of the period                              $    873.0          $    814.3
                                                                                ==========          ==========
<FN>

Certain   amounts  for  1997  have  been   reclassified  to  conform  with  1998
classifications.

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

<PAGE>


<TABLE>

Exhibit 20
Page 4 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  FINANCE RECEIVABLES

The composition of finance  receivables  outstanding at June 30, 1998,  December
31, 1997 and June 30, 1997 is summarized as follows:

<CAPTION>

                                                               June 30,             Dec. 31,            June 30,
                                                                 1998                 1997                1997
                                                           ------------------  -------------------  ------------------
                                                                            (in millions of dollars)
United States
<S>                                                           <C>                  <C>                 <C>       
  Retail                                                      $ 30,651.5           $ 26,570.2          $ 26,232.3
  Wholesale                                                     12,102.8             15,212.7            16,792.3
  Leasing and lease financing                                      651.8                716.2               993.7
  Term loans to dealers and others                               4,319.5              3,506.6             3,358.8
                                                              ----------           ----------          ----------
Total United States                                             47,725.6             46,005.7            47,377.1
                                                              ----------           ----------          ----------

Europe
  Retail                                                         4,990.0              4,944.2             5,189.2
  Wholesale                                                      3,414.6              3,828.5             3,613.3
  Leasing and lease financing                                      481.8                578.1               575.3
  Term loans to dealers and others                                 340.2                279.7               274.6
                                                              ----------           ----------          ----------
Total Europe                                                     9,226.6              9,630.5             9,652.4
                                                              ----------           ----------          ----------

Canada
  Retail                                                         1,514.6              1,088.5               930.0
  Wholesale                                                      2,490.3              2,245.9             2,419.7
  Leasing and lease financing                                      942.0                962.3               942.0
  Term loans to dealers and others                                 312.4                215.6               246.4
                                                              ----------           ----------          ----------
Total Canada                                                     5,259.3              4,512.3             4,538.1
                                                              ----------           ----------          ----------

Other Countries
  Retail                                                         2,191.9              2,026.0             2,180.3
  Wholesale                                                      1,013.7              1,048.0               984.7
  Leasing and lease financing                                      512.5                523.7               602.4
  Term loans to dealers and others                                 138.4                124.2               187.5
                                                              ----------           ----------          ----------
Total Other Countries                                            3,856.5              3,721.9             3,954.9
                                                              ----------           ----------          ----------

Total finance receivables                                       66,068.0             63,870.4            65,522.5
                                                              ----------           ----------          ----------

Deductions
  Unearned income                                                3,672.5              3,336.6             3,335.9
  Allowance for credit losses                                      950.0                903.0               893.9
                                                              ----------           ----------          ----------
Total deductions                                                 4,622.5              4,239.6             4,229.8
                                                              ----------           ----------          ----------
Finance receivables, net                                      $ 61,445.5           $ 59,630.8          $ 61,292.7
                                                              ==========           ==========          ==========
</TABLE>


<PAGE>

<TABLE>

Exhibit 20
Page 5 of 7

                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>

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

                                                June 30,           Dec. 31,              June 30,
                                                  1998               1997                  1997
                                              ----------          ----------           -----------
                                                           (in millions of dollars)

Short-term notes
<S>                                           <C>                 <C>                   <C>       
 Commercial paper                             $ 27,997.8          $ 27,460.9            $ 26,113.4
 Master notes                                      377.5               248.2                 295.2
 Demand notes                                    3,959.5             3,709.2               3,614.6
 Other                                           1,222.2               869.3                 939.7
                                              -----------         ----------            ----------
Total principal amount                          33,557.0            32,287.6              30,962.9
Unamortized discount                              (154.3)             (192.0)               (205.8)
                                              ----------          ----------            ----------
Total                                           33,402.7            32,095.6              30,757.1
                                              ----------          ----------            ----------

Bank loans and overdrafts
 United States                                   1,811.4             1,660.8               1,244.0
 Other countries                                 5,495.2             6,850.1               6,448.4
                                              ----------          ----------            ----------
Total                                            7,306.6             8,510.9               7,692.4
                                              ----------          ----------            ----------

Other notes, loans and debentures
 payable within one year
 United States                                   8,899.4             8,869.2               8,758.9
 Other countries                                 1,358.9               923.8                 887.2
                                              ----------          ----------            ----------
Total                                           10,258.3             9,793.0               9,646.1
                                              ----------          ----------            ----------

Total payable within one year                 $ 50,967.6          $ 50,399.5            $ 48,095.6
                                              ==========          ==========            ==========
</TABLE>

<PAGE>

<TABLE>

Exhibit 20
Page 6 of 7


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<CAPTION>

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

                                        Weighted Average
                                        interest rates at            June 30,           Dec. 31,             June 30,
Maturity                                  June 30, 1998                1998               1997                1997
- ----------------------------------      -----------------           ----------         -----------          ---------- 
                                                                                (in millions of dollars)

United States
<S>                                           <C>                    <C>                 <C>                <C>       
1998                                                                 $     -             $    -             $  2,762.8
1999                                           6.5%                    2,802.1            8,479.7              6,774.2
2000                                           6.7%                    6,214.9            4,567.7              4,258.0
2001                                           6.6%                    5,748.5            4,534.8              3,758.5
2002                                           6.4%                    6,616.0            6,329.1              4,674.2
2003                                           6.3%                    4,692.8            2,602.8              2,269.9
2004 - 2008                                    6.6%                    2,947.8            2,075.5              2,022.6
2009 - 2013                                   10.0%                    1,286.4            1,215.4              1,215.4
2014 - 2018                                   10.3%                      373.8              373.8                373.8
2019 - 2049                                    5.3%                       75.0               75.0                 75.0
                                                                    ----------         ----------           ----------

Total United States                                                   30,757.3           30,253.8             28,184.4

Other countries
1998 - 2008                                    6.0%                    7,248.5            6,715.2              6,908.1
                                                                    ----------         ----------           ----------

Total notes, loans and debentures                                     38,005.8           36,969.0             35,092.5
Unamortized discount                                                    (683.5)            (693.8)              (724.1)
                                                                    ----------         ----------           ----------
Total notes, loans and debentures
 payable after one year                                             $ 37,322.3         $ 36,275.2           $ 34,368.4
                                                                    ==========         ==========           ==========

</TABLE>

<PAGE>

<TABLE>

Exhibit 20
Page 7 of 7


                      GENERAL MOTORS ACCEPTANCE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4. SEGMENT INFORMATION

GMAC's  reportable  operating  segments  include GMAC North  American  Financing
Operations  (GMAC-NAO),   GMAC  International  Financing  Operations  (GMAC-IO),
Insurance Operations (GMACI) and Mortgage Operations (GMACMG). GMAC-NAO consists
of the United States and Canada, and GMAC-IO consists of all other countries and
Puerto Rico.

Financial  results of GMAC's operating  segments for the quarters and six months
ended June 30, 1998 and 1997 are summarized below:

<CAPTION>

OPERATING SEGMENTS:
- ------------------
(in millions of dollars)
                                                                                            Eliminations/
                               GMAC-NAO       GMAC-IO        GMACI            GMACMG        Reclassifications       Totals
                               --------       -------        -----            ------        -----------------       ------
For the Quarters Ended:
June 30, 1998
- -------------
<S>                           <C>             <C>            <C>              <C>               <C>                 <C>
Net automotive
 financing revenue            $  381.8        $ 205.6        $    0.0         $  0.0            $ 1.8               $  589.2

Other revenue                    378.1            6.2           598.0          339.6             (4.7)               1,317.2

Net income                       232.4           55.6            53.9           22.8              0.0                  364.7


June 30, 1997
- -------------
Net automotive
 financing revenue            $  503.1        $ 211.6        $    0.0         $  0.0            $ (3.4)             $  711.3

Other revenue                    256.8            4.8           381.7          271.6              (0.2)                914.7

Net income                       187.4           57.3            42.2           50.8               0.0                 337.7


For the Six Months Ended:
June 30, 1998
- -------------
Net automotive
 financing revenue            $  741.6        $ 408.6        $    0.0         $  0.0            $(17.0)             $1,133.2

Other revenue                    707.6           13.1         1,211.7          592.7              11.3               2,536.4

Net income                       422.6          112.0           133.6           45.8               0.0                 714.0


June 30, 1997
- -------------
Net automotive
 financing revenue            $1,044.6        $ 424.3        $    0.0         $  0.0            $ (6.9)             $1,462.0

Other revenue                    518.9            9.2           826.1          493.0              (0.3)              1,846.9

Net income                       387.2          114.5           120.6           87.4               0.0                 709.7

</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, 1998 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000040729
<NAME> GMAC
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                             873
<SECURITIES>                                      7855
<RECEIVABLES>                                    66068
<ALLOWANCES>                                       950
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                           27551
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  114338
<CURRENT-LIABILITIES>                            57989
<BONDS>                                          37322
                                0
                                          0
<COMMON>                                          2200
<OTHER-SE>                                        7130
<TOTAL-LIABILITY-AND-EQUITY>                    114338
<SALES>                                              0
<TOTAL-REVENUES>                                  8848
<CGS>                                                0
<TOTAL-COSTS>                                     3094
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   229
<INTEREST-EXPENSE>                                2839
<INCOME-PRETAX>                                   1043
<INCOME-TAX>                                       329
<INCOME-CONTINUING>                                714
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       714
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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