<PAGE> 1
GENERAL MOTORS CORPORATION
FORM 10-Q
QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 1995
FILED PURSUANT TO SECTION 13
OF THE
SECURITIES EXCHANGE ACT OF 1934
<PAGE> 2
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
------------------------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended March 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission file number 1-143
GENERAL MOTORS CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
STATE OF DELAWARE 38-0572515
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
767 FIFTH AVENUE, NEW YORK, NEW YORK 10153-0075
3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN 48202-3091
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)-556-5000
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes /X/. No / /.
As of March 31, 1995, there were outstanding 747,449,538 shares of the
issuer's $1 2/3 par value common stock, 438,515,650 shares of Class E $0.10 par
value common stock, and 95,093,416 shares of Class H $0.10 par value common
stock.
<PAGE> 3
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Part I -- Financial Information
Item 1. Financial Statements
Statement of Consolidated Operations............................................ 3
Consolidated Balance Sheet...................................................... 5
Condensed Statement of Consolidated Cash Flows.................................. 7
Notes to Financial Statements................................................... 8
Item 2. Management's Discussion and Analysis....................................... 12
Part II -- Other Information
Item 1. Legal Proceedings.......................................................... 26
Item 6. Exhibits and Reports on Form 8-K........................................... 26
Signatures........................................................................... 27
Exhibit 11 Computation of Earnings Per Share Attributable to Common Stocks for the
Three Months Ended March 31, 1995 and 1994......................................... 28
Exhibit 12 Computation of Ratios of Earnings to Fixed Charges for the Three Months
Ended March 31, 1995 and 1994...................................................... 30
Exhibit 99(a) Electronic Data Systems Corporation and Subsidiaries Consolidated
Financial Statements and Management's Discussion and Analysis.......... 31
(b) Hughes Electronics Corporation and Subsidiaries Consolidated Financial
Statements and Management's Discussion and Analysis..................... 37
Exhibit 27 Financial Data Schedule (for SEC information only)
</TABLE>
2
<PAGE> 4
PART I
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED OPERATIONS
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1995 1994
--------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net Sales and Revenues
Manufactured products............................................. $37,477.4 $32,798.3
Financial services................................................ 2,717.4 2,163.0
Computer systems services......................................... 1,878.3 1,375.5
Other income (Note 1)............................................. 1,211.9 1,158.6
--------- ---------
Total Net Sales and Revenues................................. 43,285.0 37,495.4
--------- ---------
Costs and Expenses
Cost of sales and other operating charges, exclusive of items
listed below................................................... 31,951.9 28,004.1
Selling, general, and administrative expenses..................... 3,097.1 2,704.6
Interest expense.................................................. 1,489.0 1,202.0
Depreciation of real estate, plants, and equipment................ 2,031.0 1,696.4
Amortization of special tools..................................... 868.2 761.0
Amortization of intangible assets................................. 50.3 63.9
Other deductions (Note 1)......................................... 317.8 611.3
--------- ---------
Total Costs and Expenses..................................... 39,805.3 35,043.3
--------- ---------
Income before Income Taxes.......................................... 3,479.7 2,452.1
United States, foreign, and other income taxes...................... 1,325.7 840.3
--------- ---------
Income before cumulative effect of accounting change................ 2,154.0 1,611.8
Cumulative effect of accounting change (Note 3)..................... -- (758.1)
--------- ---------
Net Income.......................................................... 2,154.0 853.7
Dividends on preference stocks...................................... 72.0 86.8
--------- ---------
Income on Common Stocks............................................. $ 2,082.0 $ 766.9
========= =========
</TABLE>
Reference should be made to the Notes to Financial Statements.
3
<PAGE> 5
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED OPERATIONS -- CONCLUDED
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Earnings Attributable to Common Stocks (Note 4)
$1 2/3 par value before cumulative effect of accounting change...... $1,896.3 $1,362.1
Cumulative effect of accounting change (Note 3)..................... -- (751.3)
-------- --------
Net earnings attributable to $1 2/3 par value....................... $1,896.3 $ 610.8
======== ========
Net earnings attributable to Class E................................ $ 122.4 $ 92.1
======== ========
Class H before cumulative effect of accounting change............... $ 63.3 $ 70.8
Cumulative effect of accounting change (Note 3)..................... -- (6.8)
-------- --------
Net earnings attributable to Class H................................ $ 63.3 $ 64.0
======== ========
Average number of shares of common stocks outstanding (in millions)
$1 2/3 par value................................................. 752.6 725.3
Class E.......................................................... 300.0 257.9
Class H.......................................................... 94.2 90.6
Earnings Per Share Attributable to Common Stocks (Note 4)
$1 2/3 par value before cumulative effect of accounting change...... $ 2.51 $ 1.86
Cumulative effect of accounting change (Note 3)..................... -- (1.05)
-------- --------
Net earnings attributable to $1 2/3 par value....................... $ 2.51 $ 0.81
======== ========
Net earnings attributable to Class E................................ $ 0.42 $ 0.36
======== ========
Class H before cumulative effect of accounting change............... $ 0.67 $ 0.78
Cumulative effect of accounting change (Note 3)..................... -- (0.08)
-------- --------
Net earnings attributable to Class H................................ $ 0.67 $ 0.70
======== ========
Cash Dividends Per Share of Common Stocks (Note 4)
$1 2/3 par value................................................. $0.20 $0.20
Class E.......................................................... $0.13 $0.12
Class H.......................................................... $0.23 $0.20
</TABLE>
Reference should be made to the Notes to Financial Statements.
4
<PAGE> 6
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
1995 1994 1994
---------- ------------ ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Cash and cash equivalents................................ $ 10,418.9 $ 10,939.0 $ 10,710.0
Other marketable securities.............................. 5,602.3 5,136.6 4,756.0
---------- ---------- ----------
Total cash and marketable securities.............. 16,021.2 16,075.6 15,466.0
---------- ---------- ----------
Finance receivables -- net............................... 56,768.0 54,077.3 54,104.7
---------- ---------- ----------
Accounts and notes receivable (less allowances).......... 9,563.6 8,977.8 8,118.4
---------- ---------- ----------
Inventories (less allowances) (Note 5)................... 11,404.7 10,127.8 9,499.8
---------- ---------- ----------
Contracts in process (less advances and progress
payments).............................................. 2,647.3 2,265.4 2,540.5
---------- ---------- ----------
Net equipment on operating leases (less accumulated
depreciation).......................................... 21,796.2 20,061.6 14,444.0
---------- ---------- ----------
Deferred income taxes.................................... 18,482.6 19,693.3 21,233.5
---------- ---------- ----------
Other assets (less allowances)........................... 21,212.3 20,625.5 19,693.8
---------- ---------- ----------
Property
Real estate, plants, and equipment-at cost............. 72,166.2 69,807.9 67,456.8
Less accumulated depreciation.......................... 44,144.4 42,586.4 41,639.0
---------- ---------- ----------
Net real estate, plants, and equipment.............. 28,021.8 27,221.5 25,817.8
Special tools -- at cost (less amortization)........... 7,556.8 7,559.1 7,727.5
---------- ---------- ----------
Total property.................................... 35,578.6 34,780.6 33,545.3
---------- ---------- ----------
Intangible assets -- at cost (less amortization)......... 12,085.1 11,913.8 13,081.6
---------- ---------- ----------
Total Assets...................................... $205,559.6 $198,598.7 $191,727.6
========== ========== ==========
</TABLE>
Reference should be made to the Notes to Financial Statements.
5
<PAGE> 7
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET -- CONCLUDED
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
1995 1994 1994
---------- ------------ ----------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C> <C>
Liabilities
Accounts payable....................................... $ 12,147.8 $ 11,635.0 $ 10,577.4
Notes and loans payable................................ 76,300.9 73,730.2 70,268.9
United States, foreign, and other income taxes --
deferred and payable................................ 3,523.4 2,721.0 3,187.4
Postretirement benefits other than pensions (Note 6)... 40,408.5 40,018.2 38,063.2
Pensions (Note 7)...................................... 6,804.2 14,353.2 21,976.4
Other liabilities and deferred credits................. 44,558.3 42,867.3 40,267.8
---------- ---------- ----------
Total Liabilities................................. 183,743.1 185,324.9 184,341.1
---------- ---------- ----------
Stocks Subject to Repurchase (Note 8).................... 450.0 450.0 450.0
---------- ---------- ----------
Stockholders' Equity
Preference stocks
(Series A Conversion, $1.8 in March 1994;
Series B 9 1/8% Depositary Shares, $1.1;
Series C Depositary Shares, $0.3;
Series D 7.92% Depositary Shares, $0.4; and
Series G 9.12% Depositary Shares, $0.6 in March
1995, December 1994, and March 1994)(Note 9)........ 2.4 2.4 4.2
Common stocks
$1 2/3 par value (issued, 747,629,128, 754,345,782,
and 727,990,373 shares)........................... 1,246.0 1,257.2 1,213.3
Class E (issued, 442,432,315, 268,125,255, and
265,732,085 shares) (Note 7)...................... 44.2 26.8 26.6
Class H (issued, 80,236,772, 78,720,022, and
76,702,102 shares)................................ 8.0 7.9 7.7
Capital surplus (principally additional paid-in
capital)............................................ 19,244.7 13,149.4 12,558.2
Net income retained for use in the business
(accumulated deficit) (Note 10)..................... 3,661.2 1,785.8 (1,430.2)
---------- ---------- ----------
Subtotal.......................................... 24,206.5 16,229.5 12,379.8
Minimum pension liability adjustment................... (3,548.4) (3,548.4) (5,311.2)
Accumulated foreign currency translation adjustments... 377.4 (100.4) (417.1)
Net unrealized gains on investments in certain debt and
equity securities................................... 331.0 243.1 285.0
---------- ---------- ----------
Total Stockholders' Equity........................ 21,366.5 12,823.8 6,936.5
---------- ---------- ----------
Total Liabilities and Stockholders' Equity............. $205,559.6 $198,598.7 $191,727.6
========== ========== ==========
</TABLE>
Reference should be made to the Notes to Financial Statements.
6
<PAGE> 8
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1995 1994
---------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net Cash Provided by Operating Activities........................... $ 4,815.4 $ 1,176.9
---------- ----------
Cash Flows from Investing Activities
Expenditures for real estate, plants, and equipment............... (1,153.8) (733.5)
Expenditures for special tools.................................... (725.3) (467.9)
Other............................................................. 165.6 (132.1)
Changes in other investing assets
Investments in other marketable securities -- acquisitions..... (5,741.1) (3,971.2)
Investments in other marketable securities -- liquidations..... 5,274.7 3,391.5
Finance receivables -- acquisitions............................ (42,056.7) (38,749.1)
Finance receivables -- liquidations............................ 33,890.5 34,832.8
Proceeds from sales of finance receivables..................... 6,051.6 3,586.5
Operating leases -- net........................................ (2,493.9) (2,056.4)
---------- ----------
Net Cash Used in Investing Activities........................ (6,788.4) (4,299.4)
---------- ----------
Cash Flows from Financing Activities
Net increase (decrease) in short-term loans payable............... 360.6 (545.0)
Increase in long-term debt........................................ 6,167.5 3,876.3
Decrease in long-term debt........................................ (4,565.8) (3,556.3)
Repurchases of common stocks...................................... (303.3) --
Proceeds from issuing common stocks............................... 112.0 557.2
Cash dividends paid to stockholders............................... (278.6) (281.0)
---------- ----------
Net Cash Provided by Financing Activities.................... 1,492.4 51.2
---------- ----------
Effect of Exchange Rate Changes on Cash and Cash Equivalents........ (39.5) (9.2)
---------- ----------
Net decrease in cash and cash equivalents........................... (520.1) (3,080.5)
Cash and cash equivalents at beginning of the period................ 10,939.0 13,790.5
---------- ----------
Cash and cash equivalents at end of the period...................... $ 10,418.9 $ 10,710.0
========== ==========
</TABLE>
Certain amounts for 1994 have been reclassified to conform with 1995
classifications.
Reference should be made to the Notes to Financial Statements.
7
<PAGE> 9
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
In the opinion of management, the interim financial statements reflect all
adjustments, consisting of only normal recurring items (with the exception of
the accounting changes in 1994 to adopt Statement of Financial Accounting
Standards (SFAS) No. 112, Employers' Accounting for Postemployment Benefits, and
SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities,
as described in Note 3), which are necessary for a fair presentation of the
results for the interim periods presented. The results for interim periods 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 Corporation's 1994 Annual Report to the SEC on Form
10-K.
NOTE 1.
Other income and other deductions consist of:
<TABLE>
<CAPTION>
THREE MONTHS
----------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Other Income
Insurance premiums.................................................. $ 218.9 $ 212.8
Nonfinancing interest............................................... 460.1 319.5
Equity in earnings (losses) of associates, net...................... 46.8 (25.6)
Claims, commissions, and grants..................................... 95.3 101.5
Revenue from mortgage operations.................................... 51.6 58.8
Other............................................................... 339.2 491.6*
-------- --------
Total Other Income............................................. $1,211.9 $1,158.6
======== ========
Other Deductions
Insurance losses and loss adjustment expenses....................... $ 160.7 $ 163.4
Provision for financing losses...................................... 55.0 64.1
Other............................................................... 102.1 383.8*
-------- --------
Total Other Deductions......................................... $ 317.8 $ 611.3
======== ========
</TABLE>
* Includes gains and losses on the sale of assets. The net impact of these sales
of assets was not material.
NOTE 2.
Financial data of General Motors Acceptance Corporation (GMAC) and its
subsidiaries were as follows:
<TABLE>
<CAPTION>
THREE MONTHS
----------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net financing revenue and other....................................... $1,278.2 $1,155.2
Net income including unfavorable cumulative effect of accounting
change of $7.4 million in 1994...................................... $ 254.9 $ 217.5
Cash dividends paid to GM............................................. $ 200.0 $ 250.0
</TABLE>
NOTE 3.
Effective January 1, 1994, the Corporation adopted SFAS No. 112, Employers'
Accounting for Postemployment Benefits. The Standard requires accrual of the
costs of benefits provided to former or inactive employees after employment, but
before retirement. The unfavorable cumulative effect of adopting this
8
<PAGE> 10
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
Standard, determined on a discounted basis, was $1,220.1 million ($758.1 million
after tax), or $751.3 million ($1.05 per share) attributable to $1 2/3 par value
common stock and $6.8 million ($0.08 per share) attributable to GM Class H
common stock. The non-cash charge is primarily related to GM's
extended-disability benefit program in the U.S. which, under the accounting
Standard, will be accrued on a service-driven basis. The ongoing effect was not
material in 1994 and is not expected to be material in subsequent periods.
Also effective January 1, 1994, the Corporation adopted SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, which resulted
in a $241.0 million after-tax increase in Stockholders' Equity. This Standard
requires the recording at fair value of debt securities which are not expected
to be held to maturity and equity securities which have a readily determinable
fair value. Unrealized gains and losses resulting from changes in fair value are
included as a separate component of Stockholders' Equity. The primary effect of
this Standard for the Corporation relates to debt securities held by Motors
Insurance Corporation and certain equity securities. Marketable securities,
other than certain securities held by GMAC and its subsidiaries, are considered
available for sale.
NOTE 4.
Earnings per share attributable to common stocks have been determined based
on the relative amounts available for the payment of dividends to holders of
$1 2/3 par value, Class E, and Class H common stocks. The allocation of earnings
attributable to such common stocks and the calculation of the related amounts
per share are computed by considering the weighted average number of common
shares outstanding and common stock equivalents, to the extent the effect of
such equivalents is not antidilutive. Operations of the incentive plans and the
assumed exercise of stock options do not have a material dilutive effect on
earnings per share at this time.
Dividends on the $1 2/3 par value common stock are declared out of the
earnings of GM and its subsidiaries, excluding the Available Separate
Consolidated Net Income of Electronic Data Systems Corporation (EDS) and Hughes
Electronics Corporation (Hughes), previously known as GM Hughes Electronics
Corporation. Dividends on the Class E and Class H common stocks are declared out
of the Available Separate Consolidated Net Income of EDS and Hughes,
respectively, earned since the acquisition by GM.
The Available Separate Consolidated Net Income of EDS and Hughes is
determined quarterly and is equal to the separate consolidated net income of EDS
and Hughes, respectively, excluding the effects of purchase accounting
adjustments arising at the time of acquisition, multiplied by a fraction, the
numerator of which is a number equal to the weighted average number of shares of
Class E (300.0 million for the first quarter of 1995) or Class H (94.2 million
for the first quarter of 1995) common stock outstanding during the period and
the denominator of which was 482.4 million for Class E stock and 399.9 million
for Class H stock during the first quarter of 1995. Comparable numerators for
the first quarter of 1994 were 257.9 million for Class E stock and 90.6 million
for Class H stock. Comparable denominators for the first quarter of 1994 were
481.2 million for Class E stock and 399.9 million for Class H stock. The
weighted average number of shares of Class E common stock outstanding
(numerator) during the first quarter of 1995 reflects the impact of the March
13, 1995 Class E common stock pension contribution which is described in Note 7.
Class E common stock outstanding at March 31, 1995 (subsequent to the
contribution) was 438.5 million shares.
The denominators used in determining the Available Separate Consolidated
Net Income of EDS and Hughes are adjusted as deemed appropriate by the Board of
Directors to reflect subdivisions or combinations of the Class E and Class H
common stocks and to reflect certain transfers of capital to or from EDS and
Hughes. The Board's discretion to make such adjustments is limited by criteria
set forth in GM's Certificate of Incorporation. In this regard, the Board has
generally caused the denominators to decrease as shares are purchased by EDS or
Hughes, and to increase as such shares are used, at EDS or Hughes expense, for
EDS or Hughes employee benefit plans or acquisitions.
9
<PAGE> 11
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS -- CONTINUED
Dividends may be paid on common stocks only when, as, and if declared by
the Board of Directors in its sole discretion. The Board's policy with respect
to $1 2/3 par value common stock is to distribute dividends based on the outlook
and the indicated capital needs of the business. The current policy of the Board
with respect to the Class E and Class H common stocks is to pay cash dividends
approximately equal to 30% and 35% of the Available Separate Consolidated Net
Income of EDS and Hughes, respectively, for the prior year. Notwithstanding the
current dividend policy, the Board of Directors declared a dividend on the Class
H common stock for each of the quarters of 1994 which was based on an annual
rate higher than 35% of the Available Separate Consolidated Net Income of Hughes
for the preceding year. In February 1995, the Board increased the quarterly
dividend from $0.20 per share to $0.23 per share (which is based on an annual
rate of approximately 35% of the Available Separate Consolidated Net Income of
Hughes for 1994).
NOTE 5.
Major classes of inventories are as follows:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
1995 1994 1994
--------- ------------ ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Productive material, work in process, and supplies.......... $ 6,079.9 $ 5,478.3 $5,087.3
Finished product, service parts, etc........................ 5,324.8 4,649.5 4,412.5
--------- ------------ ---------
Total inventories (less allowances).................... $11,404.7 $ 10,127.8 $9,499.8
======== ========== =======
</TABLE>
NOTE 6.
The Corporation has disclosed in the financial statements certain amounts
associated with estimated future postretirement benefits other than pensions and
characterized such amounts as "accumulated postretirement benefit obligations",
"liabilities", or "obligations". Notwithstanding the recording of such amounts
and the use of these terms, the Corporation does not admit or otherwise
acknowledge that such amounts or existing postretirement benefit plans of the
Corporation (other than pensions) represent legally enforceable liabilities of
the Corporation.
NOTE 7.
On March 13, 1995, GM contributed to the General Motors Hourly-Rate
Employees Pension Plan (Hourly Plan) 173,163,187 shares of Class E common stock,
having an aggregate fair market value on such date of approximately $6.3 billion
(determined by an independent valuation expert retained by the Trustee). The
contribution was made under the terms of an agreement between GM and the Pension
Benefit Guaranty Corporation (the PBGC). Subject to the terms of the agreement,
GM will defer the use of the funding credits that would otherwise result from
such cash and stock contributions. Consequently, GM will continue to make
regular cash contributions to the Hourly Plan over the next several years. The
agreement with the PBGC also provides flexibility to GM by granting a release of
EDS from liability, if any, under Title IV of ERISA for GM's U.S. pension plans,
in the event EDS were to leave the GM control group under certain circumstances.
In addition, in connection with the contribution of the shares of Class E common
stock, the U.S. Department of Labor granted an exemption with respect to, among
other things, limits otherwise applicable under ERISA on the amount of Class E
common stock that could legally be held by the Hourly Plan.
NOTE 8.
Stocks Subject to Repurchase at March 31, 1995, December 31, 1994, and
March 31, 1994 consisted of 15 million shares of Class H common stock subject to
put options issued to the Howard Hughes Medical Institute (HHMI) and exercisable
under most circumstances at $30 per share on March 1, 1995. The
10
<PAGE> 12
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS -- CONCLUDED
Corporation held an option to call the Institute's shares until February 28,
1995 at $37.50 per share. The put and call rights expired unexercised. On
February 15, 1995, GM and HHMI entered into an agreement under which GM would
assist the Institute to sell some or all of its Class H common stock by filing a
registered public offering. The registration statement was filed on March 24,
1995 for 15 million shares of Class H common stock. On April 27, 1995, GM and
HHMI announced that the 15 million shares would be priced at $38.50 per share.
HHMI concluded the sale of all 15 million shares on May 4, 1995.
NOTE 9.
On April 25, 1995, GM began a tender offer to purchase for cash any and all
of its outstanding Series B 9 1/8% Depositary Shares (44.3 million shares at a
purchase price of $27.50), Series D 7.92% Depositary Shares (15.7 million shares
at a purchase price of $26.375) and Series G 9.12% Depositary Shares (23.0
million shares at a purchase price of $28.25). The offers will expire on May 22,
1995, unless extended.
NOTE 10.
At March 31, 1995, December 31, 1994, and March 31, 1994, consolidated net
income retained for use in the business (accumulated deficit) attributable to
the common stocks was as follows:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
1995 1994 1994
--------- ------------ ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
$1 2/3 par value.............................. $ 966.7 $ (778.8) $(3,614.5)
Class E....................................... 1,752.1 1,663.9 1,405.5
Class H....................................... 942.4 900.7 778.8
--------- ------------ ---------
Total....................................... $3,661.2 $1,785.8 $(1,430.2)
======= ========== ========
</TABLE>
The Corporation's capital surplus plus net income retained for use in the
business (less accumulated deficit) at March 31, 1995, December 31, 1994, and
March 31, 1994, as allocated pursuant to GM's Certificate of Incorporation, was
as follows:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
1995 1994 1994
--------- ------------ ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
$1 2/3 par value............................. $10,494.5 $ 9,013.8 $ 5,757.7
Class E...................................... 10,152.3 3,752.1 3,398.6
Class H...................................... 2,259.1 2,169.3 1,971.7
--------- ------------ ---------
Total $22,905.9 $ 14,935.2 $11,128.0
======== ========== ========
</TABLE>
NOTE 11.
The Corporation and its subsidiaries are subject to potential liability
under government regulations and various claims and legal actions which are
pending or may be asserted against them. Some of the pending actions purport to
be class actions. The aggregate ultimate liability of the Corporation and its
subsidiaries under these government regulations, and under these claims and
actions, was not determinable at March 31, 1995. In the opinion of management,
such liability is not expected to have a material adverse effect on the
Corporation's consolidated operations or financial position.
11
<PAGE> 13
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
The following management's discussion and analysis should be read in
conjunction with the management's discussion and analysis included in the
Corporation's 1994 Annual Report to the SEC on Form 10-K and Management's
Discussion and Analysis relating to Electronic Data Systems Corporation (EDS)
and Hughes Electronics Corporation (Hughes) included in Exhibits 99(a) and 99(b)
to such Form 10-K and each Form 10-Q on file with the SEC. The competitive
position and environmental matters discussions included in Part I, Item 1 of the
1994 Form 10-K are specifically incorporated by reference herein.
General Motors Corporation's 1995-first-quarter consolidated net income
totaled a record $2,154.0 million, or $2.51 per share of GM $1 2/3 par value
common stock. That represents an improvement of $1,300.3 million, compared with
the $853.7 million net income, or $0.81 per share, in the year-ago period.
First-quarter-1994 results included the $758.1 million after-tax ($1.05 per
share) unfavorable effect of the SFAS No. 112 accounting change. The non-cash
charge was primarily related to GM's extended-disability benefit program in the
United States. The $758.1 million after-tax charge was composed of $704.6
million at GM's North American Automotive Operations (NAO), $7.4 million at
General Motors Acceptance Corporation (GMAC), $30.4 million at Hughes, and $15.7
million at other GM operations.
GM's 1995-first-quarter sales and revenues totaled $43,285.0 million -- an
increase of 15.4% compared with the comparable period last year. GM's
gross-profit margin for the first quarter of 1995, with GMAC on an equity basis,
was 19.0%, compared with 18.2% in 1994's first-quarter period. This improvement
was primarily the result of an increased gross-profit margin at NAO discussed in
"North American Automotive Operations". Selling, general, and administrative
expenses, with GMAC on an equity basis, of $2,632.0 million in the first quarter
of 1995 were $266.6 million above the first quarter 1994 amount primarily due to
higher administrative expenses. On a percent of sales and revenues basis,
selling, general, and administrative expenses were 6.7% in the first quarter of
1995, down from 6.9% in the first quarter of 1994. The Corporation's pre-tax
income (with GMAC on an equity basis) was $3,002.3 million, compared with
$2,117.3 million in the first quarter of 1994. The first-quarter-1995 effective
income-tax rate (with GMAC on an equity basis) was 38.3%, compared with 33.3% in
the comparable 1994 period. The tax rate in the first quarter of 1994 was
favorably affected by lower taxes on GM's non-U.S. operations.
The Corporation's net-profit margin, with GMAC on an equity basis,
increased from 2.5% in the prior-year period to 5.5% in the first quarter of
1995 -- a positive step toward achieving the goal of at least a 5%-average
annual net-profit margin over the automotive-business cycle. Excluding the
unfavorable effect of the SFAS No. 112 accounting change, the 1994-first-quarter
net-profit margin was 4.7%.
After preference stock dividend payments and the apportionment of earnings
attributable to GM Class E and Class H common stocks, the income attributable to
$1 2/3 par value common stock in the 1995 first quarter amounted to $1,896.3
million or $2.51 per share, compared with first quarter 1994 income of $610.8
million or $0.81 per share including the accounting change.
GM's performance in the first quarter reflects positive contributions from
all of the major business sectors with particularly strong results from the
automotive sectors. Highlights of 1995 first-quarter financial performance by
GM's major business sectors are shown on the next page.
12
<PAGE> 14
MAJOR BUSINESS SECTOR RESULTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1995 1994
------ ------
(DOLLARS IN
MILLIONS)
<S> <C> <C>
NAO
Income Before Accounting Change........................................ $1,058 $ 506
Cumulative Effect of Accounting Change................................. -- (705)
------ ------
NAO Income (Loss)...................................................... 1,058 (199)
------ ------
IO Income................................................................ 522 385
------ ------
GMAC
Income Before Accounting Change........................................ 255 224
Cumulative Effect of Accounting Change................................. -- (7)
------ ------
GMAC Income............................................................ 255 217
------ ------
EDS Earnings............................................................. 197 172
------ ------
Hughes
Earnings Before Accounting Change...................................... 269 312
Cumulative Effect of Accounting Change................................. -- (30)
------ ------
Hughes Earnings........................................................ 269 282
------ ------
Other*
Income (Loss) Before Accounting Change................................. (147) 13
Cumulative Effect of Accounting Change................................. -- (16)
------ ------
Other Loss............................................................. (147) (3)
------ ------
Consolidated Net Income.................................................. $2,154 $ 854
====== ======
Income Before Cumulative Effect of Accounting Change..................... $2,154 $1,612
====== ======
</TABLE>
* Includes National Car Rental System Inc. (NCRS), Power Products and Defense,
and purchase accounting adjustments.
WORLDWIDE WHOLESALE SALES
In the first quarter of 1995, worldwide wholesale vehicle sales totaled
2,296,000 units as shown in the following table, 10.4% more than the 1994 first
quarter level of 2,080,000 units, reflecting increased sales in most regions.
<TABLE>
<CAPTION>
THREE MONTHS
-------------------
1995 1994
-----(UNITS IN-----
THOUSANDS)
<S> <C> <C>
United States
Cars................................................................... 850 789
Trucks................................................................. 540 496
----- -----
Total United States............................................... 1,390 1,285
Other North America...................................................... 140 153
----- -----
Total North America............................................... 1,530 1,438
Overseas................................................................. 766 642
----- -----
Total All Sources................................................. 2,296 2,080
===== =====
</TABLE>
13
<PAGE> 15
VEHICLE UNIT DELIVERIES OF CARS AND TRUCKS WORLDWIDE
During the first quarter of 1995, GM dealers delivered 1,990,000 cars and
trucks worldwide, resulting in a 16.0% worldwide market share. Worldwide
deliveries in the comparable 1994 period were 2,073,000 cars and trucks.
EMPLOYMENT AND PAYROLLS
As detailed in the table below, first quarter 1995 worldwide employment
averaged 699,000 men and women, a 1.6% increase from the 688,000 in the first
quarter of 1994. Worldwide payrolls were $8,417.5 million, compared with
$7,826.5 million in the comparable 1994 period.
<TABLE>
<CAPTION>
THREE MONTHS
--------------
1995 1994
---- ----
(IN THOUSANDS)
<S> <C> <C>
Average Worldwide Employment
GM (excluding units listed below)........................................... 515 516
GMAC........................................................................ 17 19
EDS......................................................................... 84 70
Hughes...................................................................... 77 77
NCRS........................................................................ 6 6
---- ----
Average Number of Employees.............................................. 699 688
==== ====
</TABLE>
NORTH AMERICAN AUTOMOTIVE OPERATIONS
NAO, including GM's Delphi Automotive Systems, earned net income totaling
$1,058 million in the first quarter of 1995, an improvement of $1,257 million,
compared with the first quarter of 1994, when the net loss totaled $199 million.
Excluding the one-time $705 million after-tax unfavorable effect of the SFAS No.
112 accounting change in the first quarter of 1994, net income for that period
was $506 million, resulting in a year-to-year improvement in net income of $552
million. The improvement was primarily due to favorable volume and mix, reduced
sales allowances, and reduced material costs related to global sourcing,
partially offset by higher engineering costs to support new model development
and increased costs of emissions and safety equipment. NAO's net-profit margin
was 3.9% in the first quarter of 1995, compared with a net-loss margin of 0.8%
in the prior-year period. Excluding the SFAS No. 112 accounting change, the
net-profit margin was 2.1% in the first quarter of 1994.
Delphi continued to aggressively seek additional non-NAO business
worldwide, implement significant cost-reduction initiatives, and pursue the
establishment of key business partnerships around the globe. Delphi's non-NAO
business increased 18% in the first quarter of 1995, compared with the same
period last year.
GM vehicle deliveries in the United States in the first quarter of 1995
totaled 1,138,000. GM passenger-car deliveries totaled 664,000, and truck
deliveries totaled 474,000 during the period. Chevrolet's Lumina and Monte Carlo
models recorded their best-ever first-quarter sales during the first three
months of the calendar year, with combined sales increasing 156% quarter to
quarter over the previous comparable models. Sales of the all-new Chevrolet
Blazer and GMC Jimmy sport utility vehicles increased 30% and 46.2%,
respectively, in the first quarter of 1995, compared with the same period last
year.
GM's share of the total U.S. vehicle market in the first quarter of 1995
was 32.0%, compared with 33.5% in the first quarter of 1994. GM's share of total
U.S. car deliveries was 32.7% in the first quarter, compared with 35.1% in the
previous year's first quarter. The Corporation's share of total U.S. truck
deliveries was 30.9% compared with 31.2% in the same period last year.
14
<PAGE> 16
INTERNATIONAL AUTOMOTIVE OPERATIONS
IO's net income for the first quarter of 1995 totaled $522 million,
compared with $385 million in the same period of 1994. The net-profit margin for
IO was 6.4% in the first quarter of 1995, compared with 6.2% in the prior-year
period.
Financial performance in the first quarter of 1995 reflects increasing
strength in European, Latin American and Asia-Pacific regions, with particularly
significant improvements in Europe. GM's automotive operations in Europe
reported net income totaling $328 million in the first quarter of 1995, compared
with $246 million in the same period of 1994. For the remainder of GM's IO,
including Latin American Operations and Asia-Pacific Operations, net income
totaled $194 million in the first quarter of 1995, compared with $139 million in
the prior-year period.
In Western Europe, the Opel/Vauxhall model lineup continued to be the
leading passenger-car brand. GM vehicle deliveries in Western Europe totaled
448,000 units in the first quarter of 1995, up 1.5% from the same period last
year. Total GM vehicle deliveries in Latin America were 113,000 units in the
first quarter of 1995, a 13.9% increase from the prior-year period. Overall
deliveries of GM vehicles in the Asia-Pacific region totaled 143,000 units
during the first quarter of 1995, up 17.9% compared with the first quarter of
1994. Worldwide deliveries of the Saab lineup totaled 25,500 units in the first
quarter of 1995, up 17.0% compared with the prior-year period.
GENERAL MOTORS ACCEPTANCE CORPORATION
GMAC serves the financing and insurance needs of GM customers. The
Corporation hereby encourages reference to the GMAC First Quarter 1995 Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission.
GMAC reported first-quarter-1995 net income of $254.9 million, compared
with $217.5 million in the first quarter of 1994, including the effect of the
SFAS No. 112 accounting change. The 16% increase in 1995 net income from
financing operations is attributable to a more-favorable funding mix and
increased earning asset levels, resulting from a 20% increase in worldwide
retail leasing volume. Capital gains as of March 31, 1995 were $23.1 million
compared to $9.0 million as of March 31, 1994 which contributed to the 23%
growth in income from insurance operations.
Deliveries of new GM vehicles in the U.S. were 1.1 million units for the
first three months of 1995, a decrease of 8% from the same period last year.
GMAC financed 24% of new General Motors products delivered in the U.S. during
the first quarter of 1995, a two percentage point increase compared to the
fourth quarter of 1994 but a six percentage point decrease compared to the first
quarter of 1994. The quarter-to-quarter decline in penetration of retail
delivery financing reflects continued intense competitive pressures.
GMAC also provides wholesale financing for GM and other dealers' new and
used vehicle inventories. In the United States, inventory financing was provided
on 1,005,000 and 969,000 new GM vehicles, representing 72.7% and 75.6% of all GM
sales to dealers during the first quarter of 1995 and 1994, respectively.
Consolidated net pre-tax margin after interest and discount and
depreciation expense totaled $507.9 million in the first quarter of 1995, up
$43.6 million from the first quarter of 1994. The quarter-to-quarter improvement
primarily reflects increased revenue from the continued popularity of retail
leasing as well as increased wholesale financing, partially offset by increased
interest and discount expense. Interest and discount expense increased to
$1,219.8 million for the first quarter of 1995 compared with $1,010.0 million
for the first quarter of 1994. The $209.8 million increase from the comparable
period in 1994 is primarily due to increased funding levels and higher interest
rates. The increase in the effective income tax rate in 1995 (40.8%) from 1994
(37.6%) is due to increased taxes at foreign locations where tax rates exceed
U.S. statutory tax rates.
GMAC's worldwide cost of funds for the first quarter averaged 7.16%, an
increase of 64 basis points from a year ago. Total borrowing costs for United
States operations averaged 7.07% for the first quarter of 1995, compared with
6.25% for the comparable 1994 period. The higher funding costs are attributable
to a significant increase in general rates of interest, especially in the United
States where the bank prime lending
15
<PAGE> 17
rate has climbed from 6.25% to 9% during the past year. The adverse effects of
these general interest rate increases were minimized by a more favorable funding
mix resulting from an increased use of lower cost floating rate debt as a
percentage of GMAC's total outstanding debt as well as a continued positive
perception of GMAC's financial position by the capital markets.
Earning assets were $86.8 billion at March 31, 1995 compared to $82.1
billion and $77.3 billion at December 31, 1994 and March 31, 1994, respectively.
The higher asset levels are primarily attributable to increased operating lease
assets and wholesale finance receivables, partially offset by reduced retail
finance receivables.
As of March 31, 1995, GMAC's total borrowings were $68.8 billion compared
with $66.7 billion at December 31, 1994 and $62.4 billion at March 31, 1994.
Debt due after one year comprised 87% of the increase in borrowings over the
comparable prior year period. GMAC's ratio of borrowings to equity capital was
8.4:1 at March 31, 1995, unchanged from December 31, 1994, but slightly above
7.9:1 at March 31, 1994.
SUMMARY FINANCIAL DATA -- GMAC
CONDENSED GMAC CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Financing Revenue
Retail and lease financing............................................. $ 750.4 $ 737.3
Leasing................................................................ 1,433.0 1,052.3
Wholesale and term loans............................................... 534.0 373.4
-------- --------
Total financing revenue.................................................. 2,717.4 2,163.0
Interest and discount.................................................... 1,219.8 1,010.0
Depreciation on operating leases......................................... 989.7 688.7
-------- --------
Net financing revenue.................................................... 507.9 464.3
Insurance premiums earned................................................ 271.3 279.4
Other income............................................................. 499.0 411.5
-------- --------
Net Financing Revenue and Other.......................................... 1,278.2 1,155.2
Expenses................................................................. 847.5 794.8
-------- --------
Income before income taxes............................................... 430.7 360.4
Income taxes............................................................. 175.8 135.5
-------- --------
Income before cumulative effect of accounting change..................... 254.9 224.9
Cumulative effect of accounting change................................... -- (7.4)*
-------- --------
Net Income.......................................................... $ 254.9 $ 217.5
======== ========
*Effective January 1, 1994, GMAC adopted SFAS No. 112.
Net Income
Financing Operations................................................... $ 216.3 $ 186.0
Insurance Operations................................................... 38.6 31.5
-------- --------
Consolidated Net Income.................................................. $ 254.9 $ 217.5
======== ========
Consolidated Return on Average Equity.................................... 12.7% 10.8%
==== ====
</TABLE>
16
<PAGE> 18
CONDENSED GMAC CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
1995 1994 1994
--------- ------------ ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Cash and cash equivalents.................................. $ 1,655.7 $ 1,339.5 $ 2,386.0
Investments in securities.................................. 4,244.8 3,891.7 3,533.4
Finance receivables -- net................................. 57,257.8 54,625.1 54,430.4
Net investment in operating leases......................... 19,207.3 17,809.2 12,635.0
Receivables -- General Motors Corporation.................. 1,242.2 1,080.5 1,414.4
Other assets............................................... 6,802.9 6,791.4 7,231.6
--------- ---------- ---------
Total Assets........................................ $90,410.7 $85,537.4 $81,630.8
========= ========= =========
Short-term debt............................................ $35,347.8 $35,114.8 $34,551.8
Accounts payable and other liabilities (including GM and
affiliates -- $3,542.6, $1,867.3, and $3,129.7).......... 13,484.9 10,989.3 11,361.6
Long-term debt............................................. 33,438.2 31,539.6 27,879.0
Stockholder's equity....................................... 8,139.8 7,893.7 7,838.4
--------- ---------- ---------
Total Liabilities and Stockholder's Equity.......... $90,410.7 $85,537.4 $81,630.8
========= ========= =========
</TABLE>
Certain amounts for March 1994 have been reclassified to conform with 1995
classifications.
CONDENSED GMAC CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1995 1994
---------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net Cash Provided by Operating Activities............................ $ 3,261.3 $ 2,018.8
---------- ----------
Cash Flows from Investing Activities
Finance receivables -- acquisitions.................................. (42,056.7) (38,749.1)
-- liquidations.................................. 33,890.5 34,832.8
Notes receivable from General Motors Corporation..................... (161.7) (58.9)
Operating leases -- acquisitions..................................... (3,302.0) (2,647.1)
-- liquidations..................................... 1,214.8 715.2
Investments in securities -- acquisitions............................ (3,616.6) (3,025.9)
-- liquidations............................ 3,406.8 2,958.6
Proceeds from sales of receivables -- wholesale...................... 3,989.1 2,210.1
-- retail......................... 2,062.5 1,376.4
Due and deferred from receivable sales............................... (47.7) (973.1)
Other................................................................ 344.5 334.7
---------- ----------
Net Cash Used in Investing Activities................................ (4,276.5) (3,026.3)
---------- ----------
Cash Flows from Financing Activities
Debt with original maturities 90 days and over
-- proceeds........................................................ 15,714.9 13,965.4
-- liquidations.................................................... (13,676.7) (14,902.9)
Debt with original maturities less than 90 days -- net change........ (500.5) 554.8
Cash dividends paid to GM............................................ (200.0) (250.0)
---------- ----------
Net Cash Provided by (Used in) Financing Activities.................. 1,337.7 (632.7)
---------- ----------
Effect of exchange rate changes on cash and cash equivalents......... (6.3) (1.9)
---------- ----------
Net increase (decrease) in cash and cash equivalents................. 316.2 (1,642.1)
Cash and cash equivalents at beginning of the period................. 1,339.5 4,028.1
---------- ----------
Cash and cash equivalents at end of the period....................... $ 1,655.7 $ 2,386.0
========== ==========
</TABLE>
Certain amounts for 1994 have been reclassified to conform with 1995
classifications.
17
<PAGE> 19
ELECTRONIC DATA SYSTEMS CORPORATION
Electronic Data Systems Corporation (EDS) reported first-quarter earnings
totaling $196.8 million for the 1995 period, or $0.42 per share of GM Class E
common stock. That compares with $171.7 million earned in the first quarter of
1994, or $0.36 per share. EDS performance in the first quarter of 1995 reflects
continued growth in non-GM business, which was up more than 36 percent in the
period, compared with the first quarter of 1994. The non-GM business accounted
for more than 67 percent of EDS' total revenues in the first-quarter-1995
period.
Earnings per share attributable to GM Class E common stock are based on the
Available Separate Consolidated Net Income of EDS as described in Note 4 to the
Financial Statements. Reference should be made to EDS' Management's Discussion
and Analysis in Exhibit 99(a) which is incorporated herein by reference.
EDS financial statements do not include the amortization of the $2,179.5
million initial cost to GM of EDS customer contracts, computer software
programs, and other intangible assets, including goodwill, arising from the
acquisition of EDS by GM in 1984. This cost, plus the $343.2 million cost of
contingent notes purchased in 1986, less certain income tax benefits, was
assigned principally to intangible assets, including goodwill, and is being
amortized by GM over the estimated useful lives of the assets acquired. The
costs assigned to customer contracts and computer software programs were fully
amortized prior to 1992. Such amortization is charged against Other Sector
income.
CONDENSED EDS CONSOLIDATED STATEMENT OF INCOME AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Revenues
Systems and other contracts
GM and affiliates................................................... $ 898.0 $ 841.7
Outside customers................................................... 1,878.3 1,375.5
Interest and other income............................................. 8.7 22.1
-------- --------
Total Revenues........................................................ 2,785.0 2,239.3
Costs and Expenses.................................................... 2,477.5 1,971.0
Income Taxes.......................................................... 110.7 96.6
-------- --------
Separate Consolidated Net Income...................................... $ 196.8 $ 171.7
======== ========
Available Separate Consolidated Net Income*
Average number of shares of Class E common stock outstanding
(in millions) (Numerator)........................................... 300.0 257.9
Class E dividend base (in millions) (Denominator)..................... 482.4 481.2
Available Separate Consolidated Net Income............................ $ 122.4 $ 92.1
======== ========
Earnings Attributable to Class E Common Stock on a Per Share Basis.... $0.42 $0.36
===== =====
Cash dividends per share of Class E common stock...................... $0.13 $0.12
===== =====
</TABLE>
* Available Separate Consolidated Net Income is determined quarterly.
18
<PAGE> 20
HUGHES ELECTRONICS CORPORATION
Hughes Electronics Corporation (Hughes) earned $268.9 million during the
first quarter of 1995, or $0.67 per share of GM Class H common stock. That
compares with 1994-first-quarter earnings of $282.1 million, or $0.70 per share,
including the effect of the SFAS No. 112 accounting change. Hughes' quarterly
results reflect earlier-than-expected GALAXY(R) satellite transponder sales in
the first quarter of 1994 and increased operating expenses associated with the
continued expansion of DIRECTV(R).
Earnings per share attributable to GM Class H common stock are based on the
Available Separate Consolidated Net Income of Hughes as described in Note 4 to
the Financial Statements. Reference should be made to Hughes' Management's
Discussion and Analysis in Exhibit 99(b) which is incorporated herein by
reference.
CONDENSED HUGHES STATEMENT OF CONSOLIDATED OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Revenues
Net sales
Outside customers................................................... $2,162.6 $2,300.9
GM and affiliates................................................... 1,404.2 1,259.9
Other income -- net................................................... 12.0 26.5
-------- --------
Total Revenues........................................................ 3,578.8 3,587.3
Costs and Expenses.................................................... 3,175.5 3,110.0
Income Taxes.......................................................... 165.4 195.8
-------- --------
Income before cumulative effect of accounting change.................. 237.9 281.5
Cumulative effect of accounting change................................ -- (30.4)(1)
-------- --------
Net Income............................................................ 237.9 251.1
Adjustment to exclude the effect of GM purchase accounting adjustments
related to Hughes Aircraft Company(2)............................... 31.0 31.0
-------- --------
Earnings Used for Computation of Available Separate Consolidated Net
Income.............................................................. $ 268.9 $ 282.1
======= =======
Available Separate Consolidated Net Income(3)
Average number of shares of Class H common stock outstanding
(in millions) (Numerator)........................................... 94.2 90.6
Class H dividend base (in millions) (Denominator)..................... 399.9 399.9
Available Separate Consolidated Net Income............................ $ 63.3 $ 64.0
======= =======
Earnings Attributable to Class H Common Stock on a Per Share Basis
Before cumulative effect of accounting change....................... $0.67 $0.78
Cumulative effect of accounting change.............................. -- (0.08)(1)
Net earnings attributable to Class H common stock on a per share
basis............................................................ $0.67 $0.70
Cash dividends per share of Class H common stock...................... $0.23 $0.20
</TABLE>
(1) Effective January 1, 1994, Hughes adopted SFAS No. 112 ($30.4 million or
$0.08 per share).
(2) Amortization of intangible assets arising from GM's acquisition of Hughes
Aircraft Company.
(3) Available Separate Consolidated Net Income is determined quarterly.
19
<PAGE> 21
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents, including GMAC, at March 31, 1995 amounted to
$10,418.9 million compared with $10,939.0 million at December 31, 1994 and
$10,710.0 million at March 31, 1994. The decrease in 1995 was due to an excess
of net cash used in investing activities over the net cash provided by operating
and financing activities. Net cash provided by operating activities was $4,815.4
million in the three months of 1995, compared to $1,176.9 million in the 1994
period reflecting higher net income, a smaller increase in accounts receivable,
and increases in income taxes payable, and other liabilities.
Net cash used in investing activities in 1995 amounted to $6,788.4 million
reflecting capital expenditures and the increases in finance receivables and
equipment on operating leases. Net cash used in investing activities amounted to
$4,299.4 million in 1994 primarily due to capital expenditures and the increases
in finance receivables and equipment on operating leases. Total capital
expenditures were $1,879.1 million in the three months of 1995 compared with
$1,201.4 million in the 1994 period. Net cash provided by financing activities
in 1995 of $1,492.4 million reflected the $1,601.7 million net increase in
long-term debt and $360.6 million increase in short-term loans payable exceeding
the $303.3 million repurchases of common stocks and cash dividends paid to
stockholders. Net cash provided by financing activities of $51.2 million in the
1994 three-month period reflected the $557.2 million proceeds from issuing
common stock and a $320.0 million net increase in long-term debt exceeding the
net decrease in short-term loans payable and cash dividends paid to
stockholders.
During the three months of 1995, notes and loans payable increased $2,570.7
million to $76,300.9 million at March 31, 1995 from a balance of $73,730.2
million at December 31, 1994 reflecting net increases in short-term loans and
long-term debt. GM's fully consolidated ratio of debt to stockholders' equity
(excluding stocks subject to repurchase) was 3.57 to 1 at March 31, 1995
compared to 5.75 to 1 at December 31, 1994 and 10.13 to 1 at March 31, 1994,
reflecting higher stockholders' equity due to the Class E common stock
contribution to the U.S. hourly pension plan and the return to profitability.
On April 4, 1995, Standard & Poor's Corporation (S&P) affirmed its positive
outlook and its rating of General Motors Corporation and related entities. It
raised its commercial paper rating of EDS to A-1 from A-2, second highest within
the four investment grade ratings available from S&P for commercial paper,
indicating a strong degree of safety regarding timely payments, and removed the
rating from CreditWatch, where it was placed on February 6, 1995. A security
rating is not a recommendation to buy, sell, or hold securities and may be
subject to revision or withdrawal at any time by the assigning rating
organization. Each rating should be evaluated independently of any other rating.
The Corporation's liquidity position remained strong in the first quarter
of 1995. Cash and marketable securities, with GMAC on an equity basis, totaled
$10,270.5 million at March 31, 1995, $9,546.6 million at March 31, 1994 and
$10,976.4 million at December 31, 1994. GM's cash position continues to be
strong and GM plans to maintain all-important future product programs utilizing
improved capital-spending efficiencies, while at the same time improving the
balance sheet. Ongoing financial objectives include: increasing NAO
profitability, reducing GM's unfunded pension liability, containing health-care
costs, and improving GM's credit ratings.
A first quarter cash dividend on $1 2/3 par value common stock of $0.20 per
share was paid on March 10, 1995. On May 1, 1995, the Board of Directors raised
the quarterly dividend on $1 2/3 par value common stock 50%, to $0.30 per share,
for the second quarter of 1995 payable June 10, 1995. This dividend declaration
raises cash dividends in the first six months of 1995 to $0.50 per share,
compared with $0.40 per share in the comparable 1994 period.
A first quarter cash dividend on Class E common stock of $0.13 per share
was paid on March 10, 1995. On May 1, 1995, the Board of Directors also declared
a cash dividend of $0.13 per share on Class E common stock payable June 10,
1995. This continues the level established in the first quarter of 1995 and
raises cash dividends in the first six months of 1995 to $0.26 per share
compared with $0.24 per share in the comparable 1994 period.
20
<PAGE> 22
A first quarter cash dividend on Class H common stock of $0.23 per share
was paid on March 10, 1995. On May 1, 1995, the Board of Directors also declared
a cash dividend of $0.23 per share on Class H common stock payable June 10,
1995. This continues the level in effect since the first quarter of 1995 and
raises cash dividends in the first six months of 1995 to $0.46 per share,
compared with $0.40 per share in the comparable 1994 period.
Book value per share of $1 2/3 par value common stock increased to $21.08
at the end of the 1995 first quarter from $11.18 at the end of 1994. Book value
per share of Class E common stock increased to $2.69 from $1.43 at the end of
1994 and book value per share of Class H common stock increased to $10.56 from
$5.59 at the end of 1994.
At year-end 1994, GM's total unfunded pension position decreased to $12.6
billion ($9.4 billion U.S. and $3.2 billion non-U.S.) from $22.3 billion a year
ago. In the first quarter of 1995, the Corporation made further cash
contributions of $1.8 billion to its U.S. pension plans. In addition, upon
receiving a prohibited transaction exemption from the U.S. Department of Labor,
the Corporation contributed approximately 173 million shares of Class E common
stock to its U.S. hourly pension plan on March 13, 1995. The stock contribution
was valued at $6.3 billion by an independent valuation expert retained by the
plan's independent trustee.
Under the terms of an agreement with the Pension Benefit Guaranty
Corporation (PBGC), GM will defer the use of funding credits that will result
from the stock contributions and $4 billion of cash previously contributed.
Consequently, GM will continue to make regular cash contributions to its pension
plans over the next several years. The PBGC agreement also provides flexibility
to GM by granting a release of EDS from liability, if any, under Title IV of
ERISA for GM's U.S. pension plans in the event EDS were to leave the GM
controlled group under certain circumstances.
The Class E common stock contribution to the U.S. hourly pension plan
increases the weighted average number of Class E shares outstanding which
increases the allocation of EDS earnings to Class E common stock and decreases
the allocation of EDS earnings to $1 2/3 par value common stock. The reduction
in EDS earnings allocated to $1 2/3 par value common stock was more than offset
by reduced pension expense as a result of the stock contribution. The
relationship between the reduction in EDS earnings allocated to $1 2/3 par value
common stock and reduced pension expense will vary from period to period. The
stock contribution has no impact on Class E earnings per share since the
increased allocation of EDS earnings to Class E common stock is offset by the
higher weighted average number of Class E shares outstanding.
The Corporation plans to make additional incremental cash contributions to
its U.S. pension plans in 1995 as it seeks to meet its long-term funding plan.
Under SFAS No. 87, Employers' Accounting for Pensions, any year-to-year movement
in the rate of interest on long-term, high quality corporate bonds necessitates
a change in the discount rate used to calculate the actuarial present value of
the plans' obligations. The decrease in long-term interest rates which has
occurred in the U.S. between December 31, 1994 (the latest measurement date of
GM's pension plans) and March 31, 1995 would require the Corporation to use a
discount rate approximately 25 basis points below that used at the last
measurement date. GM's reported unfunded pension position will be affected by
such a change in interest rates, as well as by contributions during the year,
the actual return on pension investments and various other factors. A change in
the unfunded pension position will also affect the minimum pension liability
adjustment to stockholders' equity.
The change in long-term interest rates described above similarly impacts
the calculation of the Corporation's postretirement health care obligations
under SFAS No. 106, Employers' Accounting for Postretirement Benefits Other Than
Pensions. There has been a 50 basis point decrease in long-term corporate bond
rates between October 1, 1994 (the most recent valuation date) and March 31,
1995. However, a change to the accumulated postretirement benefit obligation
would have no impact on GM's stockholders' equity in 1995 and no cash impact.
Neither the estimated increase in the Corporation's unfunded pension
obligations under SFAS No. 87 nor the estimated increase in the Corporation's
postretirement obligations under SFAS No. 106 would have an impact on the
earnings to be reported by the Corporation for 1995. However, in accordance with
applicable
21
<PAGE> 23
accounting standards, any change in these obligations would impact the
Corporation's 1996 and subsequent years' earnings as non-cash
increases/decreases in pension and other postretirement benefit expense.
General Motors Corporation began a tender offer on April 25, 1995 to
purchase for cash any and all of its outstanding Series B, Series D and Series G
preference stock. The offers will expire on May 22, 1995, unless extended. The
tender offers are being made for the following securities: 44.3 million
outstanding depositary shares, each representing one-fourth of a share of GM
Series B 9 1/8% Preference Stock, at a purchase price of $27.50 per share paid
in cash; 15.7 million outstanding depositary shares, each representing
one-fourth of a share of GM Series D 7.92% Preference Stock, at a purchase price
of $26.375 per share paid in cash; and 23.0 million outstanding depositary
shares, each representing one-fourth of a share of GM Series G 9.12% Preference
Stock, at a purchase price of $28.25 per share paid in cash. Under each offer,
depositary shares tendered and purchased by GM will receive the regular first
quarter cash dividend payable per depositary share, with a record date of April
3, 1995, to be paid May 1, 1995, but will not receive any dividend declared or
paid thereafter by GM nor any accrued dividend.
The managements of EDS and General Motors are engaged in discussions
concerning the most appropriate means of addressing EDS' strategic objectives,
including the possibility of a spin-off of EDS. These discussions have not
produced a definitive proposal as to the structure or terms of any transaction
or as to whether any transaction will be proposed to the board of directors of
GM or EDS or the stockholders of GM. Any spin-off of EDS would be proposed only
in a transaction determined by GM's Board of Directors to be fair to holders of
all classes of GM's capital stock and that would be tax free and would not
result in the recapitalization of Class E common stock into GM $1 2/3 par value
common stock at a 120% exchange ratio as currently provided for under certain
circumstances in the General Motors Certificate of Incorporation. The
development of any such proposal would be subject to the resolution of numerous
matters and any subsequent implementation of any such proposal would be subject
to numerous conditions, including appropriate board and stockholder approvals.
In the event that any such spin-off were proposed, General Motors and EDS would
plan to enter into a long-term agreement upon consummation of such transaction,
with options for renewal by General Motors, under which EDS would continue to
provide to General Motors substantially the same information technology services
as it has provided in the past. The development of any such proposal and
fulfillment of such conditions are uncertain and the consummation of any such
transaction would in any event involve substantial periods of time. Due to the
numerous uncertainties involved in these matters, there can be no assurance that
any spin-off of EDS will be proposed or consummated.
22
<PAGE> 24
GENERAL MOTORS OPERATIONS WITH GMAC ON AN EQUITY BASIS
In order to facilitate analysis, the following financial statements present
financial data for the Corporation's manufacturing, wholesale marketing,
defense, electronics, and computer service operations with the financing and
insurance operations reflected on an equity basis. This is the same basis and
format used in years prior to GM's adoption of SFAS No. 94, Consolidation of All
Majority-owned Subsidiaries.
STATEMENT OF CONSOLIDATED OPERATIONS WITH GMAC ON AN EQUITY BASIS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
--------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net Sales and Revenues(1)
Manufactured products.................................................. $37,496.6 $32,836.1
Computer systems services.............................................. 1,953.5 1,444.6
--------- ---------
Total Net Sales and Revenues...................................... 39,450.1 34,280.7
--------- ---------
Costs and Expenses
Cost of sales and other operating charges, exclusive of items listed
below................................................................ 31,951.6 28,039.5
Selling, general, and administrative expenses.......................... 2,632.0 2,365.4
Depreciation of real estate, plants, and equipment..................... 1,034.8 936.3
Amortization of special tools.......................................... 868.2 761.0
Amortization of intangible assets...................................... 37.0 45.2
--------- ---------
Total Costs and Expenses.......................................... 36,523.6 32,147.4
--------- ---------
Operating Income....................................................... 2,926.5 2,133.3
Other income less income deductions -- net............................. 373.8 199.1
Interest expense....................................................... (298.0) (215.1)
--------- ---------
Income before Income Taxes............................................. 3,002.3 2,117.3
Income taxes........................................................... 1,150.0 704.8
--------- ---------
Income after Income Taxes.............................................. 1,852.3 1,412.5
Earnings of nonconsolidated affiliates................................. 301.7 191.9
--------- ---------
Income before cumulative effect of accounting change................... 2,154.0 1,604.4
Cumulative effect of accounting change(2).............................. -- (750.7)
--------- ---------
Net Income............................................................. $ 2,154.0 $ 853.7
========= =========
</TABLE>
(1) Includes sales to nonconsolidated affiliates of $278.6 million and $289.8
million, respectively, including $75.2 million and $69.1 million in computer
systems services revenues.
(2) Effective January 1, 1994, the Corporation adopted SFAS No. 112, Employers'
Accounting for Postemployment Benefits. Not included is the unfavorable
cumulative effect on GMAC earnings of $7.4 million of adopting SFAS No. 112
because the cumulative effect is included in earnings of nonconsolidated
affiliates.
23
<PAGE> 25
CONSOLIDATED BALANCE SHEET WITH GMAC ON AN EQUITY BASIS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
1995 1994 1994
---------- ------------ ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents................................ $ 8,913.0 $ 9,731.4 $ 8,324.1
Other marketable securities.............................. 1,357.5 1,245.0 1,222.5
---------- ------------ ----------
Total cash and marketable securities................ 10,270.5 10,976.4 9,546.6
Accounts and notes receivable
Trade.................................................. 8,505.1 7,873.1 6,813.0
Nonconsolidated affiliates............................. 3,893.8 2,080.4 3,642.1
Inventories.............................................. 11,404.7 10,127.8 9,499.8
Contracts in process..................................... 2,647.3 2,265.4 2,540.5
Prepaid expenses and deferred income taxes............... 6,747.8 6,455.6 8,516.5
---------- ------------ ----------
Total Current Assets................................ 43,469.2 39,778.7 40,558.5
Equity in Net Assets of Nonconsolidated Affiliates....... 9,616.5 9,204.3 8,662.7
Deferred Income Taxes.................................... 15,337.3 16,318.6 15,307.9
Other Investments and Miscellaneous Assets............... 15,205.0 14,835.5 13,268.1
Property -- Net.......................................... 35,474.1 34,661.4 33,436.1
Intangible Assets........................................ 11,628.2 11,536.4 12,743.6
---------- ------------ ----------
Total Assets........................................ $130,730.3 $126,334.9 $123,976.9
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable......................................... $ 11,205.4 $ 10,905.0 $ 9,852.9
Loans payable............................................ 1,335.2 993.7 1,287.0
Income taxes payable..................................... 847.2 144.7 1,006.5
Accrued liabilities and deferred income taxes (including
current portion of postretirement benefits other than
pensions).............................................. 27,006.1 26,584.4 23,274.4
Stocks subject to repurchase............................. 450.0 450.0 450.0
---------- ------------ ----------
Total Current Liabilities........................... 40,843.9 39,077.8 35,870.8
Long-Term Debt........................................... 6,179.7 6,082.3 6,551.1
Payable to GMAC.......................................... 1,392.0 1,212.5 1,414.4
Capitalized Leases....................................... 139.2 136.4 160.5
Postretirement Benefits Other Than Pensions.............. 37,840.2 37,348.0 35,566.3
Pensions................................................. 4,243.7 11,223.1 19,973.2
Other Liabilities and Deferred Income Taxes.............. 17,075.1 16,752.2 16,248.7
Deferred Credits......................................... 1,650.0 1,678.8 1,255.4
Stockholders' Equity..................................... 21,366.5 12,823.8 6,936.5
---------- ------------ ----------
Total Liabilities and Stockholders' Equity.......... $130,730.3 $126,334.9 $123,976.9
========== ========== ==========
</TABLE>
24
<PAGE> 26
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS WITH GMAC ON AN EQUITY BASIS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1995 1994
--------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Net Cash Provided by (Used in) Operating Activities................. $ 1,552.0 $ (610.8)
--------- ---------
Cash Flows from Investing Activities
Expenditures for real estate, plants, and equipment............... (1,131.3) (705.0)
Expenditures for special tools.................................... (725.3) (467.9)
Change in other investing assets
Investments in other marketable securities -- acquisitions..... (2,121.9) (941.3)
Investments in other marketable securities -- liquidations..... 2,009.4 441.3
Other............................................................. (511.1) 347.4
--------- ---------
Net Cash Used in Investing Activities........................ (2,480.2) (1,325.5)
--------- ---------
Cash Flows from Financing Activities
Increase in long-term debt........................................ 349.4 364.5
Decrease in long-term debt........................................ (252.0) (31.8)
Repurchases of common stocks...................................... (303.3) --
Proceeds from issuing common stocks............................... 112.0 557.2
Cash dividends paid to stockholders............................... (278.6) (281.0)
Other............................................................. 515.5 (103.7)
--------- ---------
Net Cash Provided by Financing Activities.................... 143.0 505.2
--------- ---------
Effect of Exchange Rate Changes on Cash and Cash Equivalents........ (33.2) (7.3)
--------- ---------
Net decrease in cash and cash equivalents........................... (818.4) (1,438.4)
Cash and cash equivalents at beginning of the period................ 9,731.4 9,762.5
--------- ---------
Cash and cash equivalents at end of the period...................... $ 8,913.0 $ 8,324.1
========= =========
</TABLE>
* * * * *
25
<PAGE> 27
PART II
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
ITEM 1. LEGAL PROCEEDINGS
Material pending legal proceedings, other than ordinary routine litigation
incidental to the business, to which the Corporation became, or was, a party
during the quarter ended March 31, 1995, or subsequent thereto, but before the
filing of this report are summarized below.
On April 26 and 27, 1995, two purported class actions, KEITH MCGILL v.
GENERAL MOTORS CORPORATION, and RICHARD DOLOWICH v. GENERAL MOTORS CORPORATION,
were filed against General Motors in the Supreme Court of the State of New York,
Counties of Bronx and Suffolk, alleging defective rear disc brake caliper pins
in the "GM W-Body car". The DOLOWICH suit is brought on behalf of all persons
and entities in the United States who currently own or lease or previously owned
or leased a 1988-1993 Buick Regal, Oldsmobile Cutlass Supreme, Pontiac Grand
Prix or Chevrolet Lumina. The MCGILL suit includes the same model year vehicles,
but is brought on behalf of persons and entities residing in the State of New
York who purchased or leased such vehicles and still own them. Together, the
complaints allege violation of the New York General Business Law, Sections 349
and 350-a, fraud, negligent misrepresentation, and breach of express and implied
warranty, and seek unspecified amounts of economic damages, punitive damages not
less than $20 million, attorneys' fees and costs, and injunctive relief. The
court has not made a determination as to whether the cases may proceed as class
actions.
With respect to the previously reported matter wherein it was stated that
the U.S. EPA has requested that the U.S. Department of Justice (DOJ) commence a
civil action against GM in connection with alleged violations of vehicle
emissions standards and certification procedures under the Clean Air Act with
respect to GM's North American Automotive Operations, DOJ/EPA and GM continue to
agree to extensions of their agreement to toll the running of any deadlines for
filing claims and are engaged in settlement discussions. GM believes that the
subject vehicles and engines were produced in substantial compliance with the
Clean Air ACT.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME PAGE NO.
------- ------------------------------------------------------------------------- --------
<S> <C> <C>
11 Computation of Earnings Per Share Attributable to Common Stocks for the
Three Months Ended March 31, 1995 and 1994............................... 28
12 Computation of Ratios of Earnings to Fixed Charges for the Three Months
Ended March 31, 1995 and 1994............................................ 30
99(a) Electronic Data Systems Corporation and Subsidiaries Consolidated
Financial Statements and Management's Discussion and Analysis............ 31
(b) Hughes Electronics Corporation and Subsidiaries Consolidated Financial
Statements and Management's Discussion and Analysis...................... 37
27 Financial Data Schedule (for SEC information only).......................
</TABLE>
(b) Reports on Form 8-K.
Two reports on Form 8-K, dated March 3, 1995 and March 13, 1995, were filed
during the quarter ended March 31, 1995 reporting agreements under Item 7,
Exhibits, and matters under Item 5, Other Events.
26
<PAGE> 28
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 hereunto duly authorized.
GENERAL MOTORS CORPORATION
--------------------------------------
(Registrant)
By /s/ LEON J. KRAIN
-----------------------------------
Date May 8, 1995 (Leon J. Krain, Vice President
- ------------------- and Group Executive)
By /s/ WALLACE W. CREEK
Date May 8, 1995 -----------------------------------
- ------------------- (Wallace W. Creek, Comptroller)
27
<PAGE> 1
EXHIBIT 11
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1995
-------------------------------
$1 2/3
PAR VALUE CLASS E CLASS H
COMMON COMMON COMMON
STOCK STOCK STOCK
--------- ------- -------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C> <C>
Net income attributable to stocks................................. $ 1,968.3 $ 122.4 $63.3
Dividends on preference stocks.................................... 72.0 -- --
--------- ------- -----
Earnings attributable to common stocks............................ 1,896.3 122.4 63.3
Dividends on common stocks........................................ 150.8 34.2 21.6
--------- ------- -----
Undistributed earnings............................................ 1,745.5 88.2 41.7
Adjustments
Change in earnings attributable to each class of common stock
related to the assumed exercise of stock options*............ (1.7) -- 1.7
Dividends on assumed common stock transactions.................. (0.5) -- (0.6)
--------- ------- -----
Adjusted earnings attributable to common stocks................... $ 1,743.3 $ 88.2 $42.8
========= ======= =====
Weighted average shares outstanding (in millions)................. 752.6 300.0 94.2
Adjustment
Assumed exercise of dilutive stock options*..................... 2.6 -- 2.4
----- ----- -----
Adjusted weighted average shares outstanding...................... 755.2 300.0 96.6
===== ===== =====
Per Share Data
Earnings per share attributable to undistributed earnings on
common stocks................................................... $2.31 $0.29 $0.44
Dividends......................................................... 0.20 0.13 0.23
----- ----- -----
Earnings per share attributable to common stocks.................. $2.51 $0.42 $0.67
===== ===== =====
</TABLE>
Note: The difference between fully diluted and primary earnings per share is
immaterial.
* The assumed exercise of stock options reflected by these adjustments has no
effect on Class E or Class H common stock earnings per share, because to the
extent that shares of Class E or Class H common stock deemed to be outstanding
would increase, such increased shares would also increase the numerator of the
fraction used to determine Available Separate Consolidated Net Income.
28
<PAGE> 2
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
ATTRIBUTABLE TO COMMON STOCKS -- CONCLUDED
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1994
---------------------------------
$1 2/3
PAR VALUE CLASS E CLASS H
COMMON COMMON COMMON
STOCK STOCK STOCK
--------- ------- -------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C> <C>
Net income attributable to stocks (before cumulative effect of
accounting change)............................................ $ 1,448.9 $92.1 $70.8
Dividends on preference stocks.................................. 86.8 -- --
--------- ----- -----
Earnings attributable to common stocks.......................... 1,362.1 92.1 70.8
Dividends on common stocks...................................... 145.2 30.9 18.1
--------- ----- -----
Undistributed earnings.......................................... 1,216.9 61.2 52.7
Adjustments
Change in earnings attributable to each class of common stock
related to the assumed exercise of stock options*.......... (1.3) -- 1.3
Dividends on assumed common stock transactions................ (1.5) -- (0.3)
--------- ----- -----
Adjusted earnings attributable to common stocks................. $ 1,214.1 $61.2 $53.7
========= ===== =====
Weighted average shares outstanding (in millions)............... 725.3 257.9 90.6
Adjustment
Assumed exercise of dilutive stock options*................... 7.3 -- 1.6
----- ----- -----
Adjusted weighted average shares outstanding.................... 732.6 257.9 92.2
===== ===== =====
Per Share Data
Earnings per share attributable to undistributed earnings on
common stocks (before cumulative effect of accounting
change)....................................................... $1.66 $0.24 $0.58
Cumulative effect of accounting change at January 1, 1994....... (1.05) -- (0.08)
Dividends....................................................... 0.20 0.12 0.20
----- ----- -----
Earnings per share attributable to common stocks................ $0.81 $0.36 $0.70
===== ===== =====
</TABLE>
Note: The difference between fully diluted and primary earnings per share is
immaterial.
* The assumed exercise of stock options reflected by these adjustments has no
effect on Class E or Class H common stock earnings per share, because to the
extent that shares of Class E or Class H common stock deemed to be outstanding
would increase, such increased shares would also increase the numerator of the
fraction used to determine Available Separate Consolidated Net Income.
29
<PAGE> 1
EXHIBIT 12
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1994
-------- --------
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Income before cumulative effect of accounting change..................... $2,154.0 $1,611.8
United States, foreign, and other income taxes........................... 1,325.7 840.3
Equity in (income) losses of associates.................................. (14.8) 36.7
Amortization of capitalized interest..................................... 12.7 12.6
-------- --------
Income before income taxes, undistributed (income) losses of associates,
and amortization of capitalized interest............................... 3,477.6 2,501.4
-------- --------
Fixed charges included in net income
Interest and related charges on debt................................... 1,439.0 1,164.5
Portion of rentals deemed to be interest............................... 144.6 106.3
-------- --------
Total fixed charges included in net income.......................... 1,583.6 1,270.8
-------- --------
Earnings available for fixed charges..................................... $5,061.2 $3,772.2
======= =======
Fixed charges
Fixed charges included in net income................................... $1,583.6 $1,270.8
Interest capitalized in the period..................................... 8.6 9.7
-------- --------
Total fixed charges................................................. $1,592.2 $1,280.5
======= =======
Ratios of earnings to fixed charges...................................... 3.18 2.95
</TABLE>
30
<PAGE> 1
EXHIBIT 99(A)
ELECTRONIC DATA SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1995 1994
-------- --------
<S> <C> <C>
Revenues
Systems and other contracts
GM and affiliates.................................................. $ 898.0 $ 841.7
Outside customers.................................................. 1,878.3 1,375.5
Interest and other income............................................. 8.7 22.1
-------- --------
Total revenues..................................................... 2,785.0 2,239.3
-------- --------
Costs and expenses
Cost of revenues...................................................... 2,176.1 1,710.6
Selling, general, and administrative.................................. 281.0 250.8
Interest.............................................................. 20.4 9.6
-------- --------
Total costs and expenses........................................... 2,477.5 1,971.0
-------- --------
Income before income taxes.............................................. 307.5 268.3
Provision for income taxes.............................................. 110.7 96.6
-------- --------
Separate Consolidated Net Income........................................ $ 196.8 $ 171.7
======= =======
Available Separate Consolidated Net Income (Note 1)
Average number of shares of GM Class E common stock outstanding
(Numerator)........................................................... 300.0 257.9
Class E dividend base (Denominator)..................................... 482.4 481.2
Available Separate Consolidated Net Income.............................. $122.4 $ 92.1
Earnings Attributable to GM Class E Common Stock on a Per Share Basis
(Note 1).............................................................. $0.42 $0.36
</TABLE>
See accompanying note to consolidated financial statements.
31
<PAGE> 2
ELECTRONIC DATA SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
--------- ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents......................................... $ 521.7 $ 608.2
Marketable securities............................................. 119.3 149.6
Accounts receivable............................................... 2,114.1 2,082.1
Accounts receivable from GM and affiliates........................ 192.4 65.4
Inventories....................................................... 140.3 137.8
Prepaids and other................................................ 377.7 311.0
--------- ------------
Total current assets...................................... 3,465.5 3,354.1
--------- ------------
Property and equipment, at cost less accumulated depreciation of
$2,831.4 at March 31, 1995 and $2,680.9 at December 31, 1994
Land........................................................... 126.8 125.3
Buildings and facilities....................................... 536.7 559.2
Computer equipment............................................. 1,993.9 1,871.0
Other equipment and furniture.................................. 223.8 201.1
--------- ------------
Total property and equipment, net......................... 2,881.2 2,756.6
--------- ------------
Operating and other assets
Land held for development, at cost................................ 98.3 97.4
Investment in leases and other.................................... 1,435.9 1,308.8
Software, goodwill, and other intangibles, net.................... 1,277.1 1,269.6
--------- ------------
Total operating and other assets.......................... 2,811.3 2,675.8
--------- ------------
Total Assets........................................................ $9,158.0 $8,786.5
======== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable.................................................. $ 501.3 $ 571.1
Accrued liabilities............................................... 1,351.3 1,451.0
Deferred revenue.................................................. 619.8 536.7
Income taxes...................................................... 101.6 111.0
Notes payable..................................................... 258.2 203.4
--------- ------------
Total current liabilities................................. 2,832.2 2,873.2
--------- ------------
Deferred income taxes............................................... 712.9 659.8
--------- ------------
Notes payable....................................................... 1,198.4 1,021.0
--------- ------------
Stockholder's equity
Common stock, without par value; authorized 1,000.0 shares. Issued
and outstanding 482.4 shares at March 31, 1995 and 481.7 shares
at December 31, 1994........................................... 506.4 455.1
Retained earnings................................................. 3,908.1 3,777.4
--------- ------------
Total stockholder's equity................................ 4,414.5 4,232.5
--------- ------------
Total Liabilities and Stockholder's Equity.......................... $9,158.0 $8,786.5
======== ==========
</TABLE>
See accompanying note to consolidated financial statements.
32
<PAGE> 3
ELECTRONIC DATA SYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
1995 1994
------- -------
<S> <C> <C>
Cash Flows from Operating Activities
Net income.............................................................. $ 196.8 $ 171.7
------- -------
Adjustments to reconcile net income to net cash provided by operating
activities (net of effects of acquired companies)
Depreciation and amortization........................................ 231.0 156.9
Accretion of discount related to commercial paper.................... 14.6 3.8
(Increase) decrease in accounts receivable........................... (45.1) 21.9
(Increase) decrease in accounts receivable from GM and affiliates.... (123.1) 25.5
(Increase) decrease in inventories................................... 0.2 (18.5)
Increase in prepaids and other....................................... (65.3) (33.2)
Increase (decrease) in accounts payable and accrued liabilities...... (230.6) 5.6
Increase (decrease) in deferred revenue.............................. 68.0 (11.5)
Increase (decrease) in income taxes.................................. (9.5) 10.5
Increase in deferred income taxes.................................... 56.1 35.6
------- -------
Total adjustments.................................................. (103.7) 196.6
------- -------
Net cash provided by operating activities............................... 93.1 368.3
------- -------
Cash Flows from Investing Activities
Payments for purchase of available-for-sale securities.................. (10.8) (38.6)
Proceeds from sale of available-for-sale securities..................... 64.0 70.3
Payments related to land held for development........................... (0.9) (1.4)
Payments for investment in leases and certain other assets.............. (144.1) (257.2)
Proceeds from investment in leases and certain other assets............. 27.6 96.8
Payments for purchase of software and certain other intangibles......... (5.0) (4.8)
Payments for purchase of property and equipment......................... (263.8) (156.3)
Payments related to acquisitions, net of cash acquired.................. (40.9) (0.7)
------- -------
Net cash used in investing activities................................... (373.9) (291.9)
------- -------
Cash Flows from Financing Activities
Net increase (decrease) in current notes payable with maturities less
than 90 days......................................................... 48.8 (43.6)
Payments on notes payable............................................... (62.6) (31.8)
Proceeds from notes payable............................................. 216.3 205.7
Payments on advances from GM............................................ -- (0.3)
Proceeds from issuance of common stock.................................. 51.3 25.1
Cash dividends paid to GM............................................... (62.6) (57.7)
------- -------
Net cash provided by financing activities............................... 191.2 97.4
------- -------
Effect of Exchange Rate Changes on Cash and Cash Equivalents.............. 3.1 2.5
------- -------
Net Increase (Decrease) in Cash and Cash Equivalents...................... (86.5) 176.3
Cash and Cash Equivalents at Beginning of Period.......................... 608.2 383.4
------- -------
Cash and Cash Equivalents at End of Period................................ $ 521.7 $ 559.7
======= =======
</TABLE>
See accompanying note to consolidated financial statements.
33
<PAGE> 4
ELECTRONIC DATA SYSTEMS CORPORATION AND SUBSIDIARIES
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the interim consolidated financial statements
reflect all adjustments, consisting of only normal recurring items (with the
exception of the accounting change in 1994 to adopt Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities), which are necessary for a fair presentation of the results
for the interim periods presented. The results for interim periods are not
necessarily indicative of results which may be expected for any other interim
period or for the full year. These consolidated financial statements should be
read in conjunction with the consolidated financial statements, the summary of
significant accounting policies, and the other notes to the consolidated
financial statements included in General Motors' 1994 Annual Report to the SEC
on Form 10-K.
NOTE 1.
The consolidated financial statements of EDS do not reflect the purchase
accounting adjustments arising as a result of the acquisition of EDS by GM.
Earnings Attributable to GM Class E Common Stock on a Per Share Basis have
been determined based on the relative amounts available for the payment of
dividends to holders of GM Class E common stock. Holders of GM Class E common
stock have no direct rights in the equity or assets of EDS, but rather have
rights in the equity and assets of GM (which includes 100% of the stock of EDS).
Dividends on the GM Class E common stock are declared out of the Available
Separate Consolidated Net Income of EDS earned since the acquisition of EDS by
GM. The Available Separate Consolidated Net Income of EDS is determined
quarterly and is equal to the separate consolidated net income of EDS, excluding
the effects of purchase accounting adjustments arising from the acquisition of
EDS, multiplied by a fraction, the numerator of which is a number equal to the
weighted average number of shares of GM Class E common stock outstanding during
the period and the denominator of which was 482.4 million during the first
quarter of 1995. The comparable denominator for the first quarter of 1994 was
481.2 million.
On March 13, 1995, GM contributed 173,163,187 shares of GM Class E common
stock to its hourly pension plan. This contribution increased the weighted
average shares outstanding during the three months ended March 31, 1995.
The denominator used in determining the Available Separate Consolidated Net
Income of EDS is adjusted as deemed appropriate by the GM Board of Directors to
reflect subdivisions or combinations of the GM Class E common stock and to
reflect certain transfers of capital to or from EDS. The Board's discretion to
make such adjustments is limited by criteria set forth in GM's Certificate of
Incorporation. In 1994 and 1988, EDS initiated programs to repurchase 9.5
million and 11.0 million shares, respectively, of GM Class E common stock in
order to meet certain future requirements of EDS' employee benefit plans. The GM
Board has generally caused the denominator used in calculating the Available
Separate Consolidated Net Income of EDS to decrease as shares are purchased and
to increase as shares are used for the employee benefit plans.
The current GM Board policy is that the cash dividends on the GM Class E
common stock, when, as, and if declared by the GM Board in its sole discretion,
will equal approximately 30% of the Available Separate Consolidated Net Income
of EDS for the prior year.
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
EDS signed new contracts with a total contract value of $2.6 billion during
the quarter ended March 31, 1995, compared to $2.2 billion during the same
period of 1994.
Total revenues rose $545.7 million over the comparable quarter in the prior
year to $2,785.0 million for the quarter ended March 31, 1995. Systems and other
contracts revenues for the quarter ended March 31, 1995 included $898.0 million
of revenues related to GM contracts.
34
<PAGE> 5
ELECTRONIC DATA SYSTEMS CORPORATION AND SUBSIDIARIES
The growth of non-GM revenues during the first quarter of 1995, when
compared to the corresponding period in 1994, was 36.6%. This growth results
from several new contracts and improved performance of existing contracts.
GM revenues increased 6.7% during the quarter ended March 31, 1995, when
compared with the same period in 1994. The percentage of EDS' total revenues
attributable to General Motors and its subsidiaries has decreased significantly
since 1985. While it is anticipated that GM will continue to contribute a
significant portion of systems and other contracts revenues, the percentage of
revenues from GM and its subsidiaries is expected to continue to decline as
non-GM revenues continue to increase. In the first quarter of 1995, 32% of
revenues came from GM and its subsidiaries, compared with 38% for the first
quarter of 1994.
Cost of revenues as a percentage of systems and other contracts revenues
was 78% for the first quarter of 1995, compared with 77% for the first quarter
of 1994. Selling, general, and administrative expenses as a percentage of
systems and other contracts revenues were 10% for the first quarter of 1995,
compared with 11% for the first quarter of 1994.
For the quarter ended March 31, 1995, EDS' separate consolidated net income
increased 14.6% to $196.8 million, when compared to net income of $171.7 million
for the same period in 1994. Earnings per share of Class E Common Stock
increased from $0.36 to $0.42, or 16.7%, for the first quarter of 1995 when
compared to the first quarter of 1994. EDS' effective tax rate remained at 36%
for the quarter.
LIQUIDITY AND CAPITAL RESOURCES
EDS maintained a strong liquidity and capital structure during the first
quarter. Working capital was $633.3 million at March 31, 1995. The increase in
1995 was primarily related to increases in accounts receivable, prepaid and
other assets, as well as decreases in accounts payable and accrued liabilities.
The current ratio remained relatively constant at 1.2-to-1 at March 31, 1995 and
at December 31, 1994. Return on assets was 10.3% and 11.1% for the first quarter
of 1995 and 1994, respectively. Return on equity was 21% for the first quarter
of 1995 and 1994. The noncurrent debt-to-capital ratio was 21% at March 31, 1995
and 19% at December 31, 1994. At March 31, 1995, EDS' capital consisted of
$1,198.4 million in noncurrent notes payable and $4,414.5 million in
stockholder's equity.
Total debt was $1,456.6 million at March 31, 1995 and represented a 19%
increase from total debt of $1,224.4 million at December 31, 1994. Debt, which
consists largely of commercial paper, increased primarily to manage working
capital needs. At March 31, 1995, EDS had unused, uncommitted short-term lines
of credit totaling $495.8 million and unused committed lines of credit of
$1,800.0 million. The total debt-to-capital ratio (includes current debt as a
component of capital) was 24.8% at March 31, 1995 compared with 22.4% at
December 31, 1994.
On April 4, 1995, Standard & Poor's Corporation ("S&P") raised its
commercial paper rating of EDS to A-1 from A-2, second highest within the four
investment grade ratings available from S&P for commercial paper, indicating a
strong degree of safety regarding timely payments, and removed the rating from
CreditWatch, where is was placed on February 6, 1995.
A security rating is not a recommendation to buy, sell, or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each rating should be evaluated independently of any other rating.
EDS continues to maintain a strong cash position, holding cash and cash
equivalents of $521.7 million at March 31, 1995. Cash flows from operations for
the three months ended March 31, 1995, were $93.1 million, down $275.2 million
from the same period for 1994 due primarily to changes in working capital items.
Net cash used in investing activities was $373.9 million for the first quarter
of 1995 compared to $291.9 million for the first quarter of 1994. The increase
was primarily due to purchases of property and equipment, as well as increased
participation in business combinations and other investments to support business
growth. During the quarter, EDS made net additions to property and equipment of
$263.8 million and net additions to software,
35
<PAGE> 6
ELECTRONIC DATA SYSTEMS CORPORATION AND SUBSIDIARIES
goodwill, and other intangibles of $5.0 million. Net cash provided by financing
activities was $191.2 million for the first quarter of 1995 compared to $97.4
million for the first quarter of 1994, an increase of $93.8 million due to the
issuance of notes payable. EDS paid cash dividends to GM totaling $62.6 million
in the first quarter and has consistently paid cash dividends since 1974.
The competitive environment and changing market forces are increasing the
capital intensity of EDS' business. Increasing amounts of capital will be
required by EDS in order to make investments in acquisitions, joint ventures and
strategic alliances in other parts of the information industry and in new
product development. In addition, information technology customer contracts
frequently now require front-end investments in computers and telecommunications
equipment, software, and other property, plant and equipment. For these reasons,
EDS' ability to continue to access the capital markets on an efficient basis
will become increasingly important to EDS' ability to compete effectively.
EDS expects to issue in the second quarter of 1995 up to $200 million of
its five-year notes and $300 million of its ten-year notes in a private
placement to investment banks for resale only to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
Securities Act). The proceeds of such offering are expected to be used for
general corporate purposes, including repayment of outstanding commercial paper
borrowings and funding of acquisitions. Such notes have not been and will not be
registered under the Securities Act or any other applicable securities laws and
may not be offered, sold or otherwise transferred unless registered pursuant to,
or exempt from registration under, the Securities Act and other applicable
securities laws.
* * * * *
36
<PAGE> 1
EXHIBIT 99(B)
HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND
MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
STATEMENT OF CONSOLIDATED OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Revenues
Net sales
Outside customers................................................ $2,162.6 $2,300.9
General Motors and affiliates.................................... 1,404.2 1,259.9
Other income -- net.............................................. 12.0 26.5
-------- --------
Total Revenues................................................. 3,578.8 3,587.3
-------- --------
Costs and Expenses
Cost of sales and other operating charges, exclusive of items listed
below............................................................ 2,777.0 2,768.6
Selling, general, and administrative expenses....................... 248.5 193.6
Depreciation and amortization....................................... 115.7 112.8
Amortization of GM purchase accounting adjustments related to Hughes
Aircraft Company................................................. 31.0 31.0
Interest expense -- net............................................. 3.3 4.0
-------- --------
Total Costs and Expenses....................................... 3,175.5 3,110.0
-------- --------
Income before Income Taxes............................................ 403.3 477.3
Income taxes.......................................................... 165.4 195.8
-------- --------
Income before cumulative effect of accounting change.................. 237.9 281.5
Cumulative effect of accounting change (Note 1)....................... -- (30.4)
-------- --------
Net Income............................................................ 237.9 251.1
Adjustments to exclude the effect of GM purchase accounting
adjustments related to Hughes Aircraft Company (Note 2)............. 31.0 31.0
-------- --------
Earnings Used for Computation of Available Separate Consolidated
Net Income.......................................................... $ 268.9 $ 282.1
======== ========
Available Separate Consolidated Net Income (Note 2)
Average number of shares of GM Class H Common Stock outstanding (in
millions) (Numerator)............................................ 94.2 90.6
Class H dividend base (in millions) (Denominator)................... 399.9 399.9
Available Separate Consolidated Net Income.......................... $ 63.3 $ 64.0
====== ======
Earnings Attributable to General Motors
Class H Common Stock on a Per Share Basis (Note 2)
Before cumulative effect of accounting change.................... $ 0.67 $ 0.78
Cumulative effect of accounting change (Note 1).................. -- (0.08)
------ ------
Net earnings attributable to General Motors Class H Common Stock
on a per share basis............................................ $0.67 $0.70
====== ======
</TABLE>
Reference should be made to the Notes to Consolidated Financial Statements.
37
<PAGE> 2
HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
--------- ------------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNT)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents........................................ $ 1,305.5 $ 1,501.8
Accounts and notes receivable
Trade receivables (less allowances)........................... 1,055.6 1,039.5
General Motors and affiliates................................. 155.6 153.9
Contracts in process, less advances and progress payments........ 2,647.3 2,265.4
Inventories (less allowances)
Productive material, work in process, and supplies............ 1,102.6 968.0
Finished product.............................................. 121.2 119.9
Prepaid expenses, including deferred income taxes................ 226.6 195.1
--------- ------------
Total Current Assets..................................... 6,614.4 6,243.6
Property -- Net.................................................... 2,610.1 2,611.8
Telecommunications and Other Equipment -- Net...................... 1,064.1 1,071.7
Intangible Assets, net of amortization............................. 3,367.9 3,271.3
Investments and Other Assets, including deferred income taxes --
principally at cost (less allowances)............................ 1,644.1 1,652.1
--------- ------------
Total Assets....................................................... $15,300.6 $ 14,850.5
======== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable
Outside....................................................... $ 860.1 $ 779.9
General Motors and affiliates................................. 58.0 80.5
Advances on contracts............................................ 683.2 645.1
Notes and loans payable.......................................... 110.1 125.7
Income taxes payable............................................. 223.3 31.4
Accrued liabilities.............................................. 1,948.3 1,885.5
--------- ------------
Total Current Liabilities................................ 3,883.0 3,548.1
--------- ------------
Long-Term Debt and Capitalized Leases.............................. 355.3 353.5
--------- ------------
Postretirement Benefits Other Than Pensions (Note 3)............... 1,558.7 1,541.4
--------- ------------
Other Liabilities, Deferred Income Taxes, and Deferred Credits..... 1,384.8 1,431.7
--------- ------------
Stockholder's Equity
Capital stock (outstanding, 1,000 shares, $0.10 par value) and
additional paid-in capital.................................... 6,329.7 6,326.5
Net income retained for use in the business...................... 1,889.5 1,743.6
--------- ------------
Subtotal................................................. 8,219.2 8,070.1
Minimum pension liability adjustment............................. (76.1) (76.1)
Accumulated foreign currency translation adjustments............. (24.3) (18.2)
--------- ------------
Total Stockholder's Equity............................... 8,118.8 7,975.8
--------- ------------
Total Liabilities and Stockholder's Equity......................... $15,300.6 $ 14,850.5
======== ==========
</TABLE>
Reference should be made to the Notes to Consolidated Financial Statements.
38
<PAGE> 3
HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1994
-------- --------
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Net Cash Provided by Operating Activities................................ $ 143.0 $ 357.9
-------- --------
Cash Flows from Investing Activities
Investment in companies, net of cash acquired.......................... (150.5) --
Expenditures for property and special tools............................ (105.0) (104.1)
Increase in telecommunications and other equipment..................... (11.2) (64.6)
Proceeds from disposal of property..................................... 26.5 15.0
Proceeds from sale of investments and businesses....................... -- 3.6
Decrease in notes receivable........................................... 6.7 208.7
-------- --------
Net Cash Provided by (Used in) Investing Activities............... (233.5) 58.6
-------- --------
Cash Flows from Financing Activities
Net increase (decrease) in notes and loans payable..................... (15.6) 0.8
Increase in long-term debt and capitalized leases...................... 11.1 10.4
Decrease in long-term debt and capitalized leases...................... (9.3) (9.2)
Cash dividends paid to General Motors.................................. (92.0) (80.0)
-------- --------
Net Cash Used in Financing Activities............................. (105.8) (78.0)
-------- --------
Net increase (decrease) in cash and cash equivalents..................... (196.3) 338.5
Cash and cash equivalents at beginning of the period..................... 1,501.8 1,008.7
-------- --------
Cash and cash equivalents at end of the period........................... $1,305.5 $1,347.2
======= =======
</TABLE>
Certain amounts for 1994 have been reclassified to conform with 1995
classifications.
Reference should be made to the Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the interim consolidated financial statements
reflect all adjustments, consisting of only normal recurring items (with the
exception of the accounting change in 1994 to adopt Statement of Financial
Accounting Standards (SFAS) No. 112, Employers' Accounting for Postemployment
Benefits, as described in Note 1), which are necessary for a fair presentation
of the results for the interim periods presented. The results for interim
periods are not necessarily indicative of results which may be expected for any
other interim period or for the full year. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements, the summary of significant accounting policies, and the other notes
to the consolidated financial statements included in General Motors' 1994 Annual
Report to the SEC on Form 10-K.
NOTE 1.
Effective January 1, 1994, Hughes Electronics Corporation (Hughes),
formerly GM Hughes Electronics Corporation, adopted SFAS No. 112. The Standard
requires accrual of the costs of benefits provided to former or inactive
employees after employment, but before retirement. The unfavorable cumulative
effect of adopting this Standard was $30.4 million, net of income taxes of $19.2
million, or $0.08 per share of GM Class H common stock. The charge is primarily
related to extended-disability benefits which, under the accounting Standard,
are accrued on a service-driven basis.
39
<PAGE> 4
HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONCLUDED
NOTE 2.
Earnings attributable to General Motors Class H common stock on a per share
basis have been determined based on the relative amounts available for the
payment of dividends to holders of the GM Class H common stock. Holders of GM
Class H common stock have no direct rights in the equity or assets of Hughes,
but rather have rights in the equity and assets of GM (which includes 100% of
the stock of Hughes). Dividends on the GM Class H common stock are declared by
GM's Board of Directors out of the Available Separate Consolidated Net Income of
Hughes earned since the acquisition of Hughes Aircraft Company (HAC) by GM. The
Available Separate Consolidated Net Income of Hughes is determined quarterly and
is equal to the separate consolidated net income of Hughes, excluding the
effects of GM purchase accounting adjustments arising from the acquisition of
HAC (Earnings Used for Computation of Available Separate Consolidated Net
Income), multiplied by a fraction, the numerator of which is a number equal to
the weighted average number of shares of GM Class H common stock outstanding
during the period and the denominator of which was 399.9 million during the
first quarter of 1995 and 1994.
The denominator used in determining the Available Separate Consolidated Net
Income of Hughes is adjusted as deemed appropriate by the GM Board of Directors
to reflect subdivisions or combinations of the GM Class H common stock and to
reflect certain transfers of capital to or from Hughes. The Board's discretion
to make such adjustments is limited by criteria set forth in GM's Certificate of
Incorporation. In this regard, the GM Board has generally caused the denominator
to decrease as shares are purchased by Hughes and to increase as such shares are
used, at Hughes expense, for Hughes employee benefit plans or acquisitions.
Dividends may be paid on GM Class H common stock only when, as, and if
declared by the GM Board of Directors in its sole discretion. The current policy
of the GM Board with respect to GM Class H common stock is to pay cash dividends
approximately equal to 35% of the Available Separate Consolidated Net Income of
Hughes for the prior year. Notwithstanding the current dividend policy, the GM
Board declared a dividend on the GM Class H common stock for each of the
quarters of 1994 which was based on an annual rate higher than 35% of the
Available Separate Consolidated Net Income of Hughes for the preceding year. In
February 1995, the GM Board increased the quarterly dividends on Class H common
stock from $0.20 per share to $0.23 per share (which is based on an annual rate
of approximately 35% of the Available Separate Consolidated Net Income of Hughes
for 1994).
NOTE 3.
Hughes has disclosed in the financial statements certain amounts associated
with estimated future postretirement benefits other than pensions and
characterized such amounts as "accumulated postretirement benefit obligations",
"liabilities", or "obligations". Notwithstanding the recording of such amounts
and the use of these terms, Hughes does not admit or otherwise acknowledge that
such amounts or existing postretirement benefit plans of Hughes (other than
pensions) represent legally enforceable liabilities of Hughes.
40
<PAGE> 5
HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion excludes the purchase accounting adjustments
related to General Motors' acquisition of HAC (see Supplemental Data beginning
on page 42).
RESULTS OF OPERATIONS
Hughes reported first quarter earnings, before the effect of purchase
accounting adjustments related to General Motors' acquisition of HAC, of $268.9
million. Earnings for the first quarter of 1995 decreased 4.7% from the $282.1
million reported in the first quarter of 1994. Earnings per share of GM Class H
common stock decreased 4.3% to $0.67 per share from $0.70 per share in the first
quarter of 1994. The 1994 earnings included the unfavorable effect of an
accounting change related to postemployment benefits of $30.4 million after
taxes.
Revenues for the period were $3,578.8 million compared with $3,587.3
million reported in the first quarter of 1994. Costs and expenses as a
percentage of revenues increased to 87.9% from 85.8% in the first quarter of
1994. Income taxes, excluding the cumulative effect of the accounting change,
were $165.4 million, or 38.1% of income before income taxes, for the quarter
compared with $195.8 million, or 38.5% of income before income taxes, in the
comparable 1994 quarter.
Operating profit was $425.6 million for the first quarter, a 12.4% decrease
from the operating profit of $485.8 million reported during the comparable
period in 1994. The operating profit margin on the same basis was 11.9% for the
quarter, compared with 13.6% in the first quarter of 1994.
Revenues remained essentially unchanged due to increases in the Automotive
Electronics and Telecommunications and Space segments offset by expected lower
production rates in the Aerospace and Defense Systems segment. The decrease in
operating profit was primarily the result of earlier-than-expected GALAXY(R)
satellite transponder sales in the first quarter of 1994 and increased operating
expenses associated with the continued expansion of DIRECTV(R). The decrease in
earnings was due to the same factors affecting operating profit, partially
offset by the unfavorable cumulative effect of the accounting change of $30.4
million in the first quarter of 1994.
Hughes has historically reported its operations in four business segments:
Automotive Electronics, Defense Electronics, Telecommunications and Space, and
Commercial Technologies. In connection with organizational changes, effective
January 1, 1995, Hughes is now reporting its operations in three segments:
Automotive Electronics, Aerospace and Defense Systems, and Telecommunications
and Space. This new segment presentation better reflects Hughes' strategic
direction and the manner in which its businesses are now managed. All 1994
financial data have been restated to reflect the new segment reporting format.
The Automotive Electronics segment reported revenues for the quarter of
$1,496.2 million, an increase of 16.6% from revenues of $1,283.0 million for the
same period in 1994. The increase reflects an 8.7% increase in GM vehicles
produced in North America, a 4.3% increase in Hughes-supplied electronic content
in GM vehicles produced in North America (from $832 per vehicle to $868 per
vehicle), and a 42.3% increase in international and non-GM sales (from $137
million to $195 million). Operating profit increased 14.3% in the quarter to
$255.4 million from $223.5 million for the same period in 1994. The increase is
attributable to continued cost reduction efforts and increased electronic
content and production volumes. First quarter 1995 operating profit margin of
17.3% was essentially unchanged from the 17.5% reported in the same period in
1994.
The Aerospace and Defense Systems segment reported first quarter 1995
revenues of $1,385.0 million, a 15.7% decrease from revenues of $1,642.0 million
reported in the same period in 1994. The decline was principally due to lower
production rates on several missile and other defense programs including
Tomahawk, Tube-launched, Optically-tracked, Wire-guided (TOW), Advanced
Capability (ADCAP) torpedo, and turret systems for light-armored vehicles.
Operating profit for the period was $153.5 million, compared with $157.9 million
for the first quarter of 1994, representing a 2.8% decrease. The decline is
largely attributable to the
41
<PAGE> 6
reduced revenues reported in the quarter partially offset by ongoing cost
reduction efforts which improved the operating margin to 11.1% from 9.7% for the
same period in 1994.
The Telecommunications and Space segment reported revenues for the quarter
of $646.7 million, a 5.3% increase from revenues of $614.3 million for the same
period in 1994. The increase was due primarily to additional sales relating to
the cellular communications equipment and service contract with BellSouth
Cellular Corp. and higher international private business network sales at Hughes
Network Systems, Inc., and increased DIRECTV subscriber revenues, partially
offset by lower GALAXY transponder sales at Hughes Communications, Inc.
Operating profit for the first quarter was $31.5 million, compared with $112.1
million for the same period in 1994. The decline is the result of
earlier-than-expected GALAXY transponder sales in the first quarter of 1994,
reduced first quarter 1994 construction costs associated with replacement of the
first GALAXY 1-R satellite that was destroyed by a launch vehicle failure in
August 1992, and higher operating expenses in the first quarter of 1995 related
to the continued growth of DIRECTV. As a result, the first quarter operating
profit margin declined to 4.8% in 1995 from 18.2% in 1994.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at March 31, 1995 were $1,305.5 million, a
decrease of $196.3 million from the $1,501.8 million reported at December 31,
1994. The decrease is primarily the result of cash used for the acquisition of
CAE-Link Corporation of $155.0 million, cash dividends paid to General Motors of
$92.0 million, and capital expenditures of $114.5 million, partially offset by
net cash provided by operating activities of $143.0 million.
As a measure of liquidity, Hughes' current ratio (ratio of current assets
to current liabilities) decreased slightly to 1.70 at March 31, 1995 from 1.76
at December 31, 1994. Working capital increased to $2,731.4 million at March 31,
1995 from $2,695.5 million at December 31, 1994.
Capital expenditures, including expenditures for telecommunication and
other equipment, was $114.5 million for the quarter ended March 31, 1995,
compared with $196.6 million for the comparable period in 1994. The decrease is
due primarily to reduced DIRECTV expenditures, which commenced nationwide
service in late 1994.
Long-term debt and capitalized leases was $355.3 million at March 31, 1995,
relatively unchanged from the $353.5 million at December 31, 1994. The ratio of
long-term debt to the total of such debt and proforma stockholder's equity
improved to 6.5% at March 31, 1995 from 6.6% at December 31, 1994.
SUPPLEMENTAL DATA
The Consolidated Financial Statements reflect the application of purchase
accounting adjustments as described in Note 2 to the Consolidated Financial
Statements. However, as provided in GM's Certificate of Incorporation, the
earnings attributable to GM Class H common stock for purposes of determining the
amount available for the payment of dividends on GM Class H common stock
specifically excludes such adjustments. More specifically, amortization of
purchase accounting adjustments associated with GM's purchase of Hughes Aircraft
Company was $31.0 million for the first quarters of 1995 and 1994. Such amounts
were excluded from the earnings available for the payment of dividends on GM
Class H common stock and were charged against the earnings available for the
payment of dividends on GM's $1 2/3 par value stock. Unamortized purchase
accounting adjustments associated with GM's purchase of Hughes Aircraft Company
were $2,974.3 million at March 31, 1995 and $3,005.3 million at December 31,
1994.
In order to provide additional analytical data to the users of Hughes'
financial information, supplemental data in the form of unaudited summary pro
forma financial data are provided. Consistent with the basis on which earnings
of Hughes available for the payment of dividends on GM Class H common stock is
determined, the pro forma data exclude the General Motors' purchase accounting
adjustments related to the acquisition of Hughes Aircraft Company. Included in
the supplemental data are certain financial ratios which provide measures of
financial returns excluding the impact of purchase accounting adjustments. The
pro forma data are not presented as a measure of GM's total return on its
investment in Hughes.
42
<PAGE> 7
SUMMARY PRO FORMA FINANCIAL DATA*
PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Total Revenues........................................................ $3,578.8 $3,587.3
Total Costs and Expenses.............................................. 3,144.5 3,079.0
-------- --------
Income before Income Taxes............................................ 434.3 508.3
Income taxes.......................................................... 165.4 195.8
-------- --------
Income before cumulative effect of accounting change.................. 268.9 312.5
Cumulative effect of accounting change................................ -- (30.4)
-------- --------
Earnings Used for Computation of Available Separate Consolidated
Net Income.......................................................... $ 268.9 $ 282.1
======== ========
Earnings Attributable to General Motors Class H Common Stock
on a Per Share Basis
Before cumulative effect of accounting change....................... $0.67 $0.78
Cumulative effect of accounting change.............................. -- (0.08)
Net earnings attributable to General Motors Class H Common Stock ----- -----
on a per share basis............................................. $0.67 $0.70
===== =====
</TABLE>
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
--------- ------------
(DOLLARS IN MILLIONS)
<S> <C> <C>
ASSETS
Total Current Assets................................................ $ 6,614.4 $ 6,243.6
Property -- Net..................................................... 2,610.1 2,611.8
Telecommunications and Other Equipment -- Net....................... 1,064.1 1,071.7
Intangible Assets, Investments, and Other Assets.................... 2,037.7 1,918.1
--------- ----------
Total Assets................................................... $12,326.3 $ 11,845.2
========= ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Total Current Liabilities........................................... $ 3,883.0 $ 3,548.1
Long-Term Debt and Capitalized Leases............................... 355.3 353.5
Postretirement Benefits Other Than Pensions, Other Liabilities,
Deferred Income Taxes, and Deferred Credits....................... 2,943.5 2,973.1
Total Stockholder's Equity**................................... 5,144.5 4,970.5
--------- ----------
Total Liabilities and Stockholder's Equity**........................ $12,326.3 $ 11,845.2
========= ==========
</TABLE>
* The summary is unaudited and excludes GM purchase accounting adjustments
related to the acquisition of Hughes Aircraft Company.
** General Motors' equity in its wholly-owned subsidiary, Hughes. Holders of GM
Class H common stock have no direct rights in the equity or assets of Hughes,
but rather have rights in the equity and assets of GM (which includes 100% of
the stock of Hughes).
43
<PAGE> 8
SUMMARY PRO FORMA FINANCIAL DATA* -- CONTINUED
PRO FORMA SELECTED SEGMENT DATA
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1995 1994
-------- --------
(DOLLARS IN
MILLIONS)
<S> <C> <C>
AUTOMOTIVE ELECTRONICS
Revenues
Amount................................................................. $1,496.2 $1,283.0
As a percentage of Hughes Revenues..................................... 41.8% 35.8%
Net Sales................................................................ $1,472.7 $1,275.8
Operating Profit(1)...................................................... $ 255.4 $ 223.5
Operating Profit Margin(2)............................................... 17.3% 17.5%
Depreciation and Amortization............................................ $ 42.8 $ 38.3
Capital Expenditures..................................................... $ 52.9 $ 37.7
AEROSPACE AND DEFENSE SYSTEMS
Revenues
Amount................................................................. $1,385.0 $1,642.0
As a percentage of Hughes Revenues..................................... 38.7% 45.8%
Net Sales................................................................ $1,383.1 $1,621.5
Operating Profit(1)...................................................... $ 153.5 $ 157.9
Operating Profit Margin(2)............................................... 11.1% 9.7%
Depreciation and Amortization(3)......................................... $ 29.5 $ 39.4
Capital Expenditures..................................................... $ 20.7 $ 31.9
TELECOMMUNICATIONS AND SPACE
Revenues
Amount................................................................. $ 646.7 $ 614.3
As a percentage of Hughes Revenues..................................... 18.1% 17.1%
Net Sales................................................................ $ 656.6 $ 617.4
Operating Profit(1)...................................................... $ 31.5 $ 112.1
Operating Profit Margin(2)............................................... 4.8% 18.2%
Depreciation and Amortization(3)......................................... $ 37.2 $ 29.3
Capital Expenditures(4).................................................. $ 39.3 $ 121.2
CORPORATE AND OTHER
Operating Loss(1)........................................................ $ (14.8) $ (7.7)
</TABLE>
Certain amounts for 1994, previously reported in four business segments, have
been reclassified to conform with 1995 classifications based on three business
segments.
* The summary is unaudited and excludes GM purchase accounting adjustments
related to the acquisition of Hughes Aircraft Company.
(1) Net Sales less Total Costs and Expenses other than Interest Expense.
(2) Operating Profit as a percentage of Net Sales.
(3) Excludes amortization arising from purchase accounting adjustments related
to GM's acquisition of Hughes Aircraft Company amounting to $25.2 million
for the Aerospace and Defense Systems segment and $5.3 million for the
Telecommunications and Space segment, in 1995 and 1994.
(4) Includes expenditures related to telecommunications and other equipment
amounting to $9.5 million and $92.5 million in 1995 and 1994, respectively.
44
<PAGE> 9
SUMMARY PRO FORMA FINANCIAL DATA* -- CONCLUDED
PRO FORMA SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------
1995 1994
-------- --------
(DOLLARS IN MILLIONS
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Operating profit...................................................... $ 425.6 $ 485.8
Income before income taxes and cumulative effect of accounting
change.............................................................. $ 434.3 $ 508.3
Earnings used for computation of available separate consolidated net
income.............................................................. $ 268.9 $ 282.1(1)
Average number of GM Class H dividend base shares(2).................. 399.9 399.9
Stockholder's Equity.................................................. $5,144.5 $4,395.0(1)
Dividends per share of GM Class H common stock........................ $ 0.23 $ 0.20
Working capital....................................................... $2,731.4 $2,404.5
Operating profit as a percent of net sales............................ 11.9% 13.6%
Pre-tax income as a percent of net sales.............................. 12.2% 14.3%
Net income as a percent of net sales.................................. 7.5% 7.9%(1)
</TABLE>
* The summary is unaudited and excludes GM purchase accounting adjustments
related to the acquisition of Hughes Aircraft Company.
(1) Includes unfavorable cumulative effect of accounting change of $30.4
million.
(2) Class H dividend base shares is used in calculating earnings attributable to
GM Class H common stock on a per share basis. This is not the same as the
average number of GM Class H shares outstanding, which was 94.2 million for
the first quarter of 1995 and 90.6 million for the first quarter of 1994.
* * * * *
45
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM GENERAL
MOTORS CORPORATION MARCH 31, 1995 CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO FIRST QUARTER 1995 FORM 10-Q.
</LEGEND>
<CIK> 0000040730
<NAME> GENERAL MOTORS CORPORATION
<MULTIPLIER> 1,000,000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<EXCHANGE-RATE> 1.0
<CASH> 10,419
<SECURITIES> 5,602
<RECEIVABLES> 66,332
<ALLOWANCES> 0
<INVENTORY> 11,405
<CURRENT-ASSETS> 0
<PP&E> 79,723
<DEPRECIATION> 44,144
<TOTAL-ASSETS> 205,560
<CURRENT-LIABILITIES> 0
<BONDS> 76,301
<COMMON> 1,298
0
2
<OTHER-SE> 20,066
<TOTAL-LIABILITY-AND-EQUITY> 205,560
<SALES> 37,477
<TOTAL-REVENUES> 43,285
<CGS> 31,952
<TOTAL-COSTS> 34,851
<OTHER-EXPENSES> 50
<LOSS-PROVISION> 55
<INTEREST-EXPENSE> 1,489
<INCOME-PRETAX> 3,480
<INCOME-TAX> 1,326
<INCOME-CONTINUING> 2,154
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,154
<EPS-PRIMARY> 2.51
<EPS-DILUTED> 0
</TABLE>
