<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) January 29, 1996
----------------
GENERAL MOTORS CORPORATION
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(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 1-143 38-0572515
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
767 Fifth Avenue, New York, New York 10153-0075
3044 West Grand Boulevard, Detroit, Michigan 48202-3091
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)-556-5000
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ITEM 5. OTHER EVENTS
(a) On February 5, 1996, General Motors Corporation (GM or General
Motors) issued a press release announcing that its Board of Directors (the GM
Board) had increased the dividend on the GM $1-2/3 par value common stock by
$0.10 per quarter to $0.40 per share. GM also announced that its Board of
Directors had increased the quarterly dividend on Class E common stock from
$0.13 per share to $0.15 per share and increased the quarterly dividend on
Class H common stock from $0.23 per share to $0.24 per share. The record date
for dividends declared for the first quarter in the foregoing amounts was set
at February 15, 1996. In its February 5, 1996 press release, GM also announced
that its Board of Directors had authorized the redemption on February 22, 1996
(the Redemption Date) of all of its outstanding Series C Preference Stock, which
is represented by Series C Depositary Shares. The redemption price will be
$51.95 per Series C Depositary Share, plus accrued and unpaid dividends of
$0.47, for a total redemption price of $52.42 per Series C Depositary Share.
There were approximately 30.6 million outstanding Series C Depositary Shares as
of February 2, 1996.
(b) The following information is incorporated from GM's Notice of
Redemption dated February 6, 1996, relating to the Series C Depositary Shares:
General Motors has announced its intention to pursue a split-off of EDS
to holders of Class E Common Stock (a Split-Off) by an exchange of EDS common
stock for Class E Common Stock in a transaction that is tax-free for United
States Federal income tax purposes and fair to all classes of General Motors'
common stockholders. In December 1995, GM received a ruling from the United
States Internal Revenue Service to the effect that a Split-Off would be
tax-free to GM and its common stockholders. In the event of any Split-Off, EDS
would become an independent, publicly held company, holders of Class E Common
Stock would become stockholders of EDS rather than of General Motors, and Class
E Common Stock would cease to exist. There can be no assurance that any
Split-Off will be consummated.
General Motors and EDS management are working to develop specific terms
for a Split-Off to present to the GM Board. Among other matters being
addressed, the managements are in the process of developing conditions for a
long-term information technology agreement between GM and EDS to be effective
upon the consummation of a Split-Off. Management of GM and EDS are also
addressing the amount of any special payment that should be made by EDS to
General Motors prior to a Split-Off in order to ensure that such Split-Off
would be fair to all GM common stockholders. Any such payment will not exceed
one billion dollars and could well be substantially less. Substantial progress
is being made in developing a specific proposal for a Split-Off, although
significant matters still remain to be resolved before a definitive proposal
can be presented to the GM Board for its consideration.
Any Split-Off of EDS from General Motors would be intended to
accomplish at least three business objectives relating to EDS. First,
converting EDS from a wholly owned subsidiary of GM into an independent,
publicly owned company is intended to remove limitations on EDS' ability to
participate in strategic alliances, particularly in the rapidly growing and
converging computing and software, communication, media and entertainment, and
electronic commerce industries which are increasingly important to EDS'
continued competitiveness. Second, separating General Motors and EDS is
intended to remove limitations on EDS' ability to obtain additional business
and establish new customer relationships that result from GM's ownership of
EDS, its common ownership of EDS, Hughes Electronics Corporation and General
Motors Acceptance Corporation. Finally, causing EDS to become a stand-alone,
public company is intended to better position EDS to meet its growing capital
needs. Achievement of each of the foregoing business objectives is dependent
on numerous factors in addition to consummation of a Split-Off, and there can
be no assurance as to whether and to what extent any of such objectives would
be achieved if a Split-Off is consummated.
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Consummation of any Split-Off that might be proposed to the common
stockholders of GM would be conditioned upon, among other things, appropriate
approvals by the common stockholders of General Motors, including the holders
of Class E Common Stock. The record date for determining the holders of
General Motors common stock entitled to vote on any Split-Off would be a date
after the Redemption Date. Accordingly, holders of Series C Depositary Shares
who elect to convert their shares into Class E Common Stock as described herein
and who hold such shares of Class E Common Stock on such record date would be
entitled as holders of Class E Common Stock to vote with other holders of
General Motors common stock with respect to any Split-Off that might be
proposed to the common stockholders of GM. A Split-Off would be proposed to
the common stockholders of General Motors only in a manner that is determined
by the GM Board to be fair to holders of all classes of GM's capital stock,
that would be tax free under United States Federal income tax laws pursuant to
the private letter ruling GM has received from the Internal Revenue Service and
that would not result in the recapitalization of Class E Common Stock into
$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.
There can be no assurance as to the effects of any Split-Off, if
consummated, on the short-term or the long-term financial condition, results of
operations, cash flow or overall performance of either EDS or GM, taking into
account all factors, including the terms of the long-term information
technology agreement between EDS and GM, any special payment made by EDS to GM,
and any extent to which the business objectives described above are achieved.
If any Split-Off is proposed and consummated, General Motors would
retain a significant indirect stake in EDS' financial performance for a
substantial period of time following any Split-Off as a result of the sizeable
holdings of EDS common stock that would be held after the consummation of any
Split-Off by the General Motors Hourly-Rate Employees Pension Trust under the
General Motors Hourly-Rate Employees Pension Plan. Appreciation or
depreciation in the value of such holdings would directly affect the level of
General Motors' pension expense and unfunded pension liability.
No specific proposal as to the structure or terms of any Split-Off has
been presented to or approved by the GM Board or proposed to the stockholders
of General Motors. There can be no assurance that any such proposal will be
presented to or approved by the GM Board or proposed to the stockholders of GM.
Further, there can be no assurance that if so proposed, the stockholders of GM
would approve any Split-Off or, if so approved, that any Split-Off would be
consummated. Statements made herein about a Split-Off and its possible effects
constitute forward-looking information which by its nature is uncertain and
subject to further development and change.
If a Split-Off is not completed, EDS would continue as a wholly owned
subsidiary of General Motors. Under such circumstances, the existing
contractual arrangements between General Motors and EDS respecting information
technology would continue with any changes that the GM Board may consider fair
to all classes of General Motors common stockholders and appropriate in light
of the evolving competitive market for information technology services.
(c) On January 30, 1996, a news release was issued on the subject of
fourth quarter and year-to-date consolidated earnings for GM. The news release
did not include financial statement footnotes and certain supplementary
information that will be filed with the Securities and Exchange Commission at a
later date. The GM news release and related news releases dated January 29,
1996 for fourth quarter and year-to-date earnings of General Motors Acceptance
Corporation (GMAC), EDS, and Hughes Electronics Corporation (Hughes) were as
follows:
GM NEWS RELEASE
GENERAL MOTORS CORPORATION -- General Motors Corporation today reported
record 1995-fourth-quarter consolidated net income of $1.9 billion, or $1.98
per share of GM $1-2/3 par value common stock, compared with $1.6 billion, or
$1.74 per share, in the fourth quarter of 1994. That represents an improvement
of $294 million, or 18.7 percent, compared with the year-ago period.
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Consolidated net income for the calendar year was a record $6.9 billion,
or $7.21 per share, compared with $4.9 billion, or $5.15 per share, in 1994.
"The record fourth-quarter and calendar-year results demonstrate the solid
progress we've made toward achieving our goal of consistent industry-leading
financial results, even though the overall worldwide industry was slightly
weaker in 1995 than during the previous year," GM Chairman and Chief Executive
Officer John F. Smith, Jr., said.
"We recognize that we will continue to face significant challenges, but
our continued emphasis on quality leadership, common processes and systems,
leveraging our global resources, achieving competitiveness in cost, and
introducing targeted products for specific customer groups will continue to pay
off," Smith said.
"We're particularly pleased with the continued improvement in our North
American Operations, which reflects our people pulling together and focusing on
customer, shareholder and employee enthusiasm," Smith said. "We've come a long
way over the past four years, and we're going to keep our intense focus on
continuing to improve. We're not about to rest on these results."
The fourth-quarter and calendar-year results in 1995 and 1994 include a
number of unusual and special items. (See "Unusual Items" and "Special
Nonrecurring Items" for additional information.)
Significant highlights of fourth-quarter and calendar-year-1995 results
from the automotive sectors included the following:
GM North American Operations (GM-NAO) reported net income of $603
million in the fourth-quarter of 1995, compared with net income of
$598 million in the fourth quarter of 1994. Financial results for
Delphi Automotive Systems are included in the GM-NAO financial
data.
GM-NAO earned $2.4 billion during calendar-year 1995, compared
with earnings of $677 million during the prior year.
GM International Operations (GMIO) reported net income of $498
million in the fourth quarter of 1995, compared with net income of
$454 million in the year-ago period.
GMIO's calendar-year 1995 net income totaled $1.64 billion, versus
net income of $1.58 billion in 1994.
Highlights of 1995 fourth-quarter and calendar-year results previously
reported by GM's major subsidiaries included:
General Motors Acceptance Corporation (GMAC) reported net income
of $263 million for the fourth quarter of 1995, compared with net
income of $242 million in the fourth quarter of 1994. GMAC's
calendar-year-1995 net income totaled $1.03 billion, compared with
$920 million in 1994.
Hughes Electronics Corporation reported record fourth-quarter
earnings of $295 million, compared with earnings totaling $256
million in the prior-year period. Hughes earned a record $1.11
billion during calendar-year 1995, compared with $1.05 billion in
1994.
Electronic Data Systems Corporation (EDS) reported record earnings
of $269 million in the fourth quarter of 1995, compared with
earnings of $237 million in the prior-year period. EDS earned a
record $939 million during calendar-year 1995, compared with $822
million in 1994.
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(See additional information in sections detailing individual automotive
sector results, "Unusual Items," "Special Nonrecurring Items," and
"Highlights.")
The corporation's pretax income (with GMAC on an equity basis) was $1.7
billion in the fourth quarter of 1995, compared with $1.9 billion in the fourth
quarter of 1994. Pretax income for the calendar year was $7.7 billion,
compared with $6.7 billion in 1994.
The fourth-quarter-1995 effective income-tax rate (with GMAC on an equity
basis) was 11.0 percent. (See "Unusual Items" for details.)
The corporation's net-profit margin -- net income as a percent of sales
and revenues -- (with GMAC on an equity basis) increased to 4.7 percent in the
fourth quarter of 1995, compared with 4.0 percent in the fourth quarter of
1994. The net-profit margin for the 1995 calendar year was 4.5 percent,
compared with 3.5 percent in 1994. This is GM's best calendar-year net-profit
margin since 1984.
The funded status of GM's pension plans significantly improved during
1995:
Under the SFAS No. 87 accounting basis, underfunding in the U.S.
pension plans declined to $3.0 billion, compared with $9.3 billion
at year-end 1994. The decline from 1994 for the U.S. plans was
driven by $10.4 billion of cash and stock contributions to the
plans and asset returns above our 10-percent assumed rate of
return, partially offset by a 1.5-percentage-point decline in the
interest rates used to discount the liabilities.
GM achieved a fully funded status for its U.S. Salaried and Hourly
pension plans on an "economic basis" at year-end 1995, one year
ahead of the corporation's goal. The economic basis differs from
the SFAS No. 87 accounting method, which is required for public
reporting, in that, among other factors, it discounts the pension
liabilities at the assumed long-term asset-earnings rate
(currently 10 percent) rather than at current market interest
rates (7 percent at year-end 1995), as required by SFAS No. 87.
The corporation's cash position remained strong in the fourth quarter of
1995. Cash and marketable securities (with GMAC on an equity basis) totaled
$10.9 billion at Dec. 31, 1995, compared with $11.0 billion at Dec. 31, 1994,
and $8.8 billion at Sept. 30, 1995. This strong cash position was achieved
notwithstanding the $4.1 billion in cash contributions to the U.S. pension
plans and approximately $600 million to the Canadian pension plans during 1995,
and the $1.3 billion used to repurchase a portion of GM's preference stocks.
Fully consolidated sales and revenues in the fourth quarter of 1995
totaled $43.9 billion -- an increase of 3.2 percent compared with the same
period last year. Sales and revenues for the 1995 calendar year totaled $168.8
billion -- a 9.0-percent increase from 1994, when revenues totaled $155.0
billion.
During the fourth quarter of 1995, GM dealers delivered 2,034,000 cars and
trucks worldwide, resulting in a 17.7-percent worldwide market share, up from
1994's market share of 17.3 percent. In calendar-year 1995, deliveries totaled
8.3 million units, maintaining GM's position as the number-one vehicle producer
worldwide for more than 60 consecutive years.
Following is a summary of financial performance for GM's automotive
business sectors (see "Highlights" for additional details):
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GM NORTH AMERICAN OPERATIONS (GM-NAO)
GM North American Operations, including GM's Delphi Automotive Systems,
reported net income of $603 million in the fourth quarter of 1995, an
improvement of $5 million, compared with net income of $598 million in the
fourth quarter of 1994.
GM-NAO results were affected by unusual and special items, which are
detailed in the "Unusual Items" and "Special Nonrecurring Items" sections of
this report.
GM-NAO's pretax income of $656 million in the fourth quarter of 1995
represents a decline of $104 million versus the comparable period last year,
when pretax income was $760 million. (See "Highlights" for additional details.)
Net income for 1995 was $2.40 billion, an improvement of $1.72 billion,
compared with net income of $677 million in 1994.
GM-NAO's net-profit margin was 2.3 percent in the fourth quarter of 1995,
compared with 2.2 percent in the prior-year period. For calendar-year 1995,
GM-NAO's net-profit margin was 2.3 percent, compared with 0.7 percent in 1994.
"The continued improvement at our North American Operations in 1995
reflects the innovative actions we've taken to significantly improve capacity
utilization in our plants, and achieve the highest quality levels in the
history of the corporation," Smith said.
"Our success has made GM number one in customer satisfaction among the top
10 volume manufacturers for both cars and trucks," Smith said. "The Chevrolet
Lumina was also the best all-new high-volume car in the history of the J. D.
Power and Associates Initial Quality Study."
GM vehicle deliveries in the United States in the fourth quarter of 1995
totaled 1,205,000 units, resulting in a 33.5-percent share of the U.S. vehicle
market, up from the 33.3-percent market share in the fourth quarter of 1994.
For calendar-year 1995, U.S. deliveries of GM vehicles totaled 4,895,000 units
for a market share of 32.4 percent. That compares with a 32.8-percent market
share in 1994. (See additional information in "Highlights.")
"Delphi Automotive Systems continues to generate profits while
aggressively growing its non-GM-NAO business throughout the world," Smith said.
"During 1995, Delphi continued to focus aggressively on improving cost,
quality and sales growth, and capped off the year by achieving its objective of
getting 30 percent of its sales from outside the GM-NAO vehicle groups a full
year ahead of the 1996 target."
Delphi's global focus resulted in the announcement of a total of 21 new
acquisitions, joint ventures and green-field sites since Jan. 1, 1995,
throughout the world, including high-growth markets such as China, India and
South America.
GM INTERNATIONAL OPERATIONS (GMIO)
GM International Operations' net income for the fourth quarter of 1995
totaled $498 million, compared with net income of $454 million in the same
period of 1994.
GMIO's results were affected by unusual items, which are detailed in the
"Unusual Items" section of this report.
Pretax income of $110 million in the fourth quarter of 1995 represents a
decline of $451 million compared with the same period last year, when pretax
income was $561 million.
Net income for calendar year 1995 totaled $1.64 billion, compared with
1994, when net income was $1.58 billion. (See "Highlights" for additional
details.)
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"The higher net earnings for the quarter were largely due to favorable
income taxes in both Europe and Latin America and increased volume, partially
offset by the negative impacts of exchange-rate movements, Vectra launch costs
in Europe, and material- and labor-cost pressures in Latin America," Smith
said.
The net-profit margin for GM's International Operations was 5.9 percent in
the fourth quarter of 1995, compared with 5.8 percent in the prior-year period.
For calendar-year 1995, GMIO's net-profit margin was 5.1 percent, compared
with 5.6 percent in 1994.
GM's automotive operations in Europe reported net income of $248 million
in the fourth quarter of 1995, compared with net income of $180 million in the
same period of 1994. For calendar-year 1995, GM's European automotive
operations reported net income of $796 million, compared with $695 million in
1994.
For the remainder of GM's International Operations, including Latin
American Operations and Asia-Pacific Operations, net income totaled $250
million in the fourth quarter of 1995, compared with $274 million in the
prior-year period. Net income for calendar-year 1995 totaled $848 million,
compared with net income of $880 million in 1994.
In Western Europe, the Opel/Vauxhall model lineup continued to be the
leading passenger-car brand. GM vehicle deliveries in Western Europe totaled
370,000 in the fourth quarter of 1995, compared with 384,000 in the same period
last year. For calendar-year 1995, GM vehicle deliveries in Western Europe
totaled 1,667,000, up 1.0 percent compared with deliveries of 1,651,000 in
calendar-year 1994.
Opel/Vauxhall's 12.7-percent share of the Western Europe passenger-car
market in the fourth quarter of 1995 was down from the 13.2-percent share in
the prior-year period. For calendar-year 1995, Opel/Vauxhall's passenger-car
market share of 12.6 percent was the second highest on record and up slightly
compared with 1994. (See "Highlights" for additional information).
"Overall, our International Operations performed very well during 1995
given the difficulties we faced relative to unfavorable exchange rates and
continued cost pressures," Smith said. "In 1995, GMIO's vehicle deliveries,
totaling 2,996,000 units, set an all-time annual record."
UNUSUAL ITEMS
Layoffs at North American Operations facilities -- primarily Flint (Mich.)
Truck Assembly -- will result in pretax costs totaling $183 million ($114
million after-tax), which have been reflected in GM-NAO's fourth-quarter-1995
net income. Under accounting standard SFAS No. 112, adopted by the corporation
in 1994, the costs for idling the work force due to such events as the
elimination of shifts or extended downtime periods must be recorded on an
accrual basis rather than on a pay-as-you-go basis.
During the fourth quarter of 1995, the corporation increased certain
reserves at GM-NAO, which are recorded on a discounted basis, by $163 million
pretax ($101 million after-tax) to reflect the significant decline in interest
rates during 1995.
The unusually low fourth-quarter-1995 effective income-tax rate (with GMAC
on an equity basis) of 11.0 percent results from several items:
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During the fourth quarter of 1995, GM reached resolution on
numerous prior-year tax issues worldwide and on the associated
interest, and re-evaluated the remaining reserves for these items.
This had the effect of reducing income-tax expense at GMIO, and
interest expense at GM-NAO. The interest had been accrued for
more than 10 years on numerous items.
The effective income-tax rate was favorably impacted by the mix of
foreign earnings, which are generally taxed at a rate lower than
the U.S. rate.
The corporation recorded a tax benefit related to a 1995 U.S. net
operating loss -- for tax purposes only -- that will be carried
back to higher-rate tax years.
The effective income-tax rate (with GMAC on an equity basis) for the
fourth quarter of 1994 was 34.9 percent. For calendar-year 1995, the effective
income-tax rate (with GMAC on an equity basis) was 27.0 percent, compared with
32.5 percent for 1994. Calendar-year 1995 reflects the same items described
above that affected the fourth quarter as well as the tax benefit in the second
quarter of 1995 associated with the sale of the net assets of National Car
Rental System (NCRS).
SPECIAL NONRECURRING ITEMS
Effective Jan. 1, 1995, General Motors implemented an accounting change
(as specified by The Emerging Issues Task Force of the Financial Accounting
Standards Board) that delays recognition of revenue from vehicle fleet sales to
daily rental companies. This results in an unfavorable cumulative effect of $52
million, or $0.07 per share of GM $1-2/3 par value common stock, which was
recorded retroactively in GM-NAO's first-quarter-1995 results. The effect of
this accounting change on subsequent quarters of 1995 was not material.
The 1995 results include $163 million of net income, or $0.22 per share of
GM $1-2/3 par value common stock, reported in the second quarter of 1995, from
the sale of the net assets of NCRS. The sale of NCRS' net assets resulted in a
pretax loss of $148 million, which was more than offset by $311 million of tax
benefits.
The results in the 1995 calendar year also reflect a reduction of $0.22
per share of GM $1-2/3 par value common stock reported in the second quarter of
1995 related to the repurchase from stockholders of more than half of the
outstanding shares of series B, D and G preference stock for a total of $1.3
billion.
The 1994-calendar-year results included the $758 million after-tax
unfavorable effect of the SFAS No. 112 accounting change in the first quarter,
of which $705 million affected GM-NAO. The non-cash charge primarily reflected
expenses related to GM's extended-disability benefit program in the United
States.
PROFIT SHARING FOR U.S. EMPLOYEES
As a result of the profits generated in 1995 by GM's operations in the
United States, profit-sharing payments will be made in 1996 to approximately
352,000 of GM's U.S. employees. The total profit-sharing payout of more than
$250 million will result in a record payment to each full-time employee who
worked the entire year of approximately $800. This compares with a total
payout last year of more than $185 million based on U.S. financial performance
during 1994, and a payout in 1995 of $589 made to each full-time employee who
had worked the entire previous year.
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UPDATE ON THE POSSIBLE SPLIT-OFF OF EDS
GM has previously announced its intention to pursue a split-off of EDS to
GM's Class E stockholders by an exchange of EDS common stock for Class E stock
in a transaction that is tax-free for U.S. federal income-tax purposes and fair
to all classes of GM's common stockholders. GM also announced, in December of
1995, that it had received a ruling from the U.S. Internal Revenue Service to
the effect that a split-off as contemplated by GM would be tax-free to GM and
its common stockholders.
GM and EDS management are working to develop specific terms for such a
transaction to present to GM's Board of Directors. Among other matters being
addressed, the managements are in the process of developing conditions for a
long-term information-technology agreement between the companies to be
effective upon a split-off.
Management of GM and EDS are also addressing the amount of any special
payment that should be made by EDS to GM prior to the split-off in order to
ensure that the split-off is fair to all GM common stockholders. Any such
payment will not exceed one billion dollars and could well be substantially
less.
Substantial progress is being made in developing a specific split-off
proposal, although significant matters still remain to be resolved before a
definitive proposal can be presented to GM's Board of Directors for its
consideration. Any such transaction will be subject to approval by GM's common
stockholders. No assurances can be given that a split-off of EDS will be
proposed to GM's common stockholders or, if proposed, approved by them.
However, management of both GM and EDS and GM's Board of Directors continue to
expect that such a transaction may be accomplished in the first half of 1996.
If a split-off of EDS is not completed, EDS would continue as a wholly
owned subsidiary of GM. Under such circumstances, the existing contractual
arrangements between GM and EDS respecting information technology would
continue with any changes that GM's Board of Directors may consider fair to all
classes of GM common stockholders and appropriate in light of the evolving
competitive market for information technology services.
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GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
<TABLE>
<CAPTION>
HIGHLIGHTS - Q4 Financial Results
(Dollars in Millions Except
Per Share Amounts)
Fourth Quarter
----------------------
1995 1994(1)
--------- ----------
<S> <C> <C>
Sales and Revenues
GM sales $39,564.4 $39,045.4
GMAC financing revenues 3,069.4 2,599.6
Other income 1,517.6 1,126.8
Intersegment transactions (216.9) (218.5)
--------- ---------
Total Sales and Revenues $43,934.5 $42,553.3
========= =========
Gross Profit Margin Percentage(2) 16.0% 17.8%
...........................................................................................
Pre-Tax Income(2) $1,697.7 $1,896.0
Effective Income Tax Rate(2) 11.0% 34.9%
...........................................................................................
Consolidated Net Income $1,866.0 $1,572.1
Net Profit Margin Percentage(2) 4.7% 4.0%
...........................................................................................
Earnings Attributable to Common Stocks
$1-2/3 par value $1,499.8 $1,311.8
Class E $244.4 $128.5
Class H $71.1 $59.7
...........................................................................................
Earnings Per Share Attributable to Common Stocks
$1-2/3 par value $1.98 $1.74
Class E $0.56 $0.49
Class H $0.74 $0.64
..........................................................................................
Cash Dividends Per Share of Common Stocks
$1-2/3 par value $0.30 $0.20
Class E $0.13 $0.12
Class H $0.23 $0.20
..........................................................................................
Major Business Sector Results
GM-NAO:
Sales $26,220 $26,827
====== ======
Pretax income $656 $760
Income tax expense (81) (151)
Equity income (loss) 28 (11)
------ ------
GM-NAO Net Income $603 $598
------ ------
GMIO:
Sales $8,408 $7,842
====== ======
Pretax income $110 $561
Income tax benefit (expense) 319 (218)
Equity income 69 111
------ ------
GMIO Net Income (3) $498 $454
------ ------
GMAC Net Income $263 $242
EDS Earnings 269 237
Hughes Earnings 295 256
Other Loss (4) (62) (215)
------ ------
Consolidated Net Income $1,866 $1,572
====== ======
</TABLE>
See footnotes on page 12.
continues
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<PAGE> 11
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
HIGHLIGHTS - Q4 Operating Information
Fourth Quarter
----------------------
<TABLE>
<CAPTION>
1995 1994(1)
--------- ---------
<S> <C> <C>
Worldwide Wholesale Sales (Units in 000s)
United States: Cars 763 806
Trucks 515 523
----- -----
Total United States 1,278 1,329
Other North America 84 125
----- -----
Total North America 1,362 1,454
Overseas 775 730
----- -----
Total All Sources 2,137 2,184
===== =====
................................................................
Unit Deliveries (Units in 000s)
United States
Chevrolet - Cars 261 227
- Trucks 359 386
Pontiac 142 128
Buick 115 131
Oldsmobile 89 111
Cadillac 51 53
Saturn 69 73
SAAB 5 6
GMC 114 122
----- -----
Total United States 1,205 1,237
Other North America 95 122
----- -----
Total North America 1,300 1,359
----- -----
International
Europe 398 398
Latin America 130 105
Asia/Pacific 166 140
All Other 40 38
----- -----
Total International 734 681
----- -----
Total Worldwide 2,034 2,040
===== =====
................................................................
Market Share (% of U.S. Market)
Cars 36.1% 34.0%
Trucks 30.3% 32.5%
Total 33.5% 33.3%
................................................................
U.S. Retail/Fleet Mix
% Fleet Sales - Cars 25.3% 26.1%
% Fleet Sales - Trucks 10.9% 10.4%
Total Fleet Vehicles 19.5% 19.4%
................................................................
Days Supply of Inventory -- U.S.
Gross Landed Stock
Cars 103 76
Trucks 81 67
................................................................
Capacity Utilization %
U.S. and Canada (2-shift rated) 85.2% 90.7%
................................................................
GM-NAO Retail Incentives
($ per unit) $633 $738
................................................................
</TABLE>
See footnotes on page 12.
continues
- 11 -
<PAGE> 12
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
HIGHLIGHTS - Q4 Operating Information - Concluded
Fourth Quarter
----------------------
<TABLE>
<CAPTION> 1995 1994(1)
---- ----
<S> <C> <C>
Average Worldwide Employment (in 000s)
GM 525 532
GMAC 17 17
EDS 92 81
Hughes 80 77
NCRS - 6
--- ---
Average Number of Employees 714 713
=== ===
.......................................................................
Worldwide Payrolls ($ Millions) $8,514.2 $8,230.6
.......................................................................
</TABLE>
(1) Certain amounts for 1994 were reclassified to conform
with 1995 classifications.
(2) Calculated with GMAC on an equity basis.
(3) GMIO Includes: GM Europe $248 $180
Other GMIO $250 $274
(4) Includes Allison Transmission Division, GM Locomotive
Group, and purchase accounting adjustments.
- 12 -
<PAGE> 13
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
<TABLE>
<CAPTION>
HIGHLIGHTS - 12 Months Financial Results
(Dollars in Millions Except Twelve Months Ended
Per Share Amounts) Dec. 31,
--------------------------
1995 1994(1)
--------- ------------
<S> <C> <C>
Sales and Revenues
GM sales $152,614.5 $141,576.0
GMAC financing revenues 11,664.0 9,418.8
Other income 5,325.2 4,742.6
Intersegment transactions (775.1) (786.2)
---------- -----------
Total $168,828.6 $154,951.2
========== ===========
Gross Profit Margin Percentage(2) 17.1% 17.2%
....................................................................................
Pre-Tax Income(2) $7,740.2 $6,708.0
Effective Income Tax Rate(2) 27.0% 32.5%
....................................................................................
Consolidated Net Income $6,880.7(3,4) $4,900.6(4)
Net Profit Margin Percentage(2) 4.5% 3.5%
....................................................................................
Earnings Attributable to Common Stocks
$1-2/3 par value $5,457.0(4,5) $3,893.9(4)
Class E $795.5 $444.4
Class H $264.6 $241.6(4)
...................................................................................
Earnings Per Share Attributable to Common Stocks
$1-2/3 par value $7.21(4,5) $5.15(4)
Class E $1.96 $1.71
Class H $2.77 $2.62(4)
...................................................................................
Cash Dividends Per Share of Common Stocks
$1-2/3 par value $1.10 $0.80
Class E $0.52 $0.48
Class H $0.92 $0.80
...................................................................................
Major Business Sector Results
GM-NAO:
Sales $103,253 $98,133
========== ===========
Pretax income $3,347 $1,589
Income tax expense (963) (268)
Equity income 64 61
Cum. effect of acct. changes (52)(4) (705)(4)
---------- -----------
GM-NAO Net Income $2,396 $677
---------- -----------
GMIO:
Sales $32,112 $28,087
========== ===========
Pretax income $1,601 $2,232
Income tax expense (162) (818)
Equity income 205 161
---------- -----------
GMIO Net Income (6) $1,644 $1,575
---------- -----------
GMAC Net Income $1,031 $920(4)
EDS Earnings 939 822
Hughes Earnings 1,108 1,049(4)
Other Loss (7) (237)(3) (142)(4)
---------- -----------
Consolidated Net Income $6,881 $4,901
========== ===========
Income Before Accounting Changes $6,933 $5,659
========== ===========
</TABLE>
See footnotes on page 15.
Continues
- 13 -
<PAGE> 14
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
HIGHLIGHTS - 12 Months Operating Information
<TABLE>
<CAPTION>
Twelve Months Ended
Dec. 31,
---------------------
1995 1994 (1)
--------- ----------
<S> <C> <C>
Worldwide Wholesale Sales (Units in 000s)
United States: Cars 3,112 3,049
Trucks 2,030 1,967
------- -------
Total United States 5,142 5,016
Other North America 418 521
------- -------
Total North America 5,560 5,537
Overseas 3,007 2,791
------- -------
Total All Sources 8,567 8,328
======= =======
.....................................................................
Unit Deliveries (Units in 000s)
United States
Chevrolet - Cars 1,054 1,004
- Trucks 1,429 1,461
Pontiac 599 621
Buick 472 547
Oldsmobile 387 449
Cadillac 180 211
Saturn 286 286
SAAB 26 22
GMC 462 462
------- -------
Total United States 4,895 5,063
Other North America 433 523
------- -------
Total North America 5,328 5,586
------- -------
International
Europe 1,725 1,704
Latin America 503 416
Asia/Pacific 624 547
All Other 144 126
------- -------
Total International 2,996 2,793
------- -------
Total Worldwide 8,324 8,379
======= =======
......................................................................
Market Share (% of U.S. Market)
Cars 34.2% 34.3%
Trucks 29.9% 30.9%
Total 32.4% 32.8%
......................................................................
U.S. Retail/Fleet Mix
% Fleet Sales - Cars 23.3% 24.7%
% Fleet Sales - Trucks 12.4% 12.3%
Total Fleet Vehicles 19.0% 19.9%
......................................................................
Capacity Utilization %
U.S. and Canada (2-shift rated) 86.9% 84.6%
......................................................................
GM-NAO Retail Incentives
($per unit) $ 680 $ 797
......................................................................
</TABLE>
See footnotes on page 15.
continues
- 14 -
<PAGE> 15
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
HIGHLIGHTS - 12 Months Operating Information - Concluded
<TABLE>
<CAPTION>
Twelve Months Ended
Dec. 31,
-------------------------
<S> <C> <C>
1995 1994(1)
---------- ----------
Average Worldwide Employment (in 000s)
GM 521 521*
GMAC 17 18
EDS 88 75
Hughes 80 77
NCRS 3 6
--- ---
Average Number of Employees 709 697
--- ---
..................................................................
Worldwide Payrolls ($ Millions) $33,633.8 $31,737.3
..................................................................
</TABLE>
* Restated to include employment during shutdown.
Footnotes
(1) Certain amounts for 1994 were reclassified to conform
with 1995 classifications.
(2) Calculated with GMAC on an equity basis.
(3) Includes $162.6 million net income from the sale of the
net assets of NCRS, partially offset by $13.5 million in
preference stock buyback fees.
(4) In November 1995, the Corporation adopted, retroactive
to January 1, 1995, the consensus of EITF Issue No. 95-1.
The unfavorable effect of adopting EITF Issue No. 95-1 on
GM-NAO was $51.8 million after-tax or $0.07 per share of
$1-2/3 par value common stock. Effective January 1, 1994,
GM adopted SFAS No. 112 with an unfavorable cumulative
effect of $758.1 million after tax. On a sector basis the
CNI impact was GM-NAO $704.6; GMAC $7.4; Hughes $30.4; and
Other $15.7. The impact on earnings attributable to common
stocks was $1-2/3 par value common stock $751.3 million
($1.05 per share) and Class H $6.8 million ($0.08 per
share).
(5) Includes $162.6 million, or $0.22 per share, favorable
impact from the sale of the net assets of NCRS, offset by
the unfavorable impact of the Series B, D and G preference
share buyback of $0.22 per share.
<TABLE>
<CAPTION>
(6) GMIO Includes: Twelve Months Ended
Dec. 31,
-------------------
1995 1994
---- ----
<S> <C>
GM Europe $796 $695
Other GMIO $848 $880
</TABLE>
(7) Includes NCRS, Allison Transmission Division, GM
Locomotive Group, and purchase accounting adjustments.
- 15 -
<PAGE> 16
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------
1995 1994 1993
---------- ----------- -----------
<S> <C> <C> <C>
(Dollars in Millions)
NET SALES AND REVENUES
Manufactured products $143,666.1 $134,759.8 $119,686.3
Financial services 11,664.0 9,418.8 8,752.0
Computer systems services 8,531.0 6,412.9 5,183.6
Other income 4,967.5 4,359.7 4,597.6
---------- ----------- -----------
TOTAL NET SALES AND REVENUES 168,828.6 154,951.2 138,219.5
---------- ----------- -----------
COSTS AND EXPENSES
Cost of sales and other operating charges,
exclusive of items listed below 126,535.3 117,220.5 106,421.9
Selling, general, and administrative expenses 13,514.7 12,233.7 11,531.9
Interest expense 5,302.2 5,431.9 5,673.7
Depreciation of real estate, plants, and equipment 8,554.4 7,124.4 6,576.3
Amortization of special tools 3,212.0 2,900.7 2,535.3
Amortization of intangible assets 255.3 226.2 330.4
Other deductions 1,678.4 1,460.5 1,624.7
Special provision for scheduled plant closings - - 950.0
---------- ----------- -----------
TOTAL COSTS AND EXPENSES 159,052.3 146,597.9 135,644.2
---------- ----------- -----------
INCOME BEFORE INCOME TAXES 9,776.3 8,353.3 2,575.3
United States, foreign, and other income taxes 2,843.8 2,694.6 109.5
---------- ----------- -----------
Income before cumulative effect of accounting changes 6,932.5 5,658.7 2,465.8
Cumulative effect of accounting changes (51.8) (758.1) -
---------- ----------- -----------
NET INCOME 6,880.7 4,900.6 2,465.8
Preference shares tender offer premium 153.4 - -
Dividends on preferred and preference stocks 210.2 320.7 356.8
---------- ----------- -----------
INCOME ON COMMON STOCKS $6,517.1 $4,579.9 $2,109.0
========== =========== ===========
</TABLE>
- 16 -
<PAGE> 17
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME - Concluded
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------
1995 1994 1993
---- ---- ----
(Dollars in Millions
Except Per Share Amounts)
<S> <C> <C> <C>
EARNINGS ATTRIBUTABLE TO COMMON STOCKS
$1-2/3 par value before cumulative
effect of accounting changes $5,508.8 $4,645.2 $1,537.3
Cumulative effect of accounting changes (51.8) (751.3) -
-------- -------- --------
Net earnings attributable to $1-2/3 par value $5,457.0 $3,893.9 $1,537.3
======== ======== ========
Net earnings attributable to Class E $795.5 $444.4 $367.2
======== ======== ========
Class H before cumulative effect of
accounting change $264.6 $248.4 $204.5
Cumulative effect of accounting change - (6.8) -
-------- -------- --------
Net earnings attributable to Class H $264.6 $241.6 $204.5
======== ======== ========
Average number of shares of common
stocks outstanding (in millions)
$1-2/3 par value 749.7 741.3 710.2
Class E 404.6 260.3 243.0
Class H 95.5 92.1 88.6
EARNINGS PER SHARE ATTRIBUTABLE
TO COMMON STOCKS
$1-2/3 par value before cumulative
effect of accounting changes $7.28 $6.20 $2.13
Cumulative effect of accounting changes (0.07) (1.05) -
-------- -------- --------
Net earnings attributable to $1-2/3 par value $7.21 $5.15 $2.13
======== ======== ========
Net earnings attributable to Class E $1.96 $1.71 $1.51
======== ======== ========
Class H before cumulative effect
of accounting change $2.77 $2.70 $2.30
Cumulative effect of accounting change - (0.08) -
-------- -------- --------
Net earnings attributable to Class H $2.77 $2.62 $2.30
======== ======== ========
</TABLE>
- 17 -
<PAGE> 18
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
December 31,
------------------------
ASSETS 1995 1994
----------- -----------
<S> <C> <C>
(Dollars in Millions)
ASSETS
Cash and cash equivalents $11,044.3 $10,939.0
Other marketable securities 5,598.6 5,136.6
----------- -----------
Total cash and marketable securities 16,642.9 16,075.6
Finance receivables - net 58,732.0 54,077.3
Accounts and notes receivable (less allowances) 9,988.4 8,977.8
Inventories (less allowances) 11,529.5 10,127.8
Contracts in process (less advances and progress
payments of $1,327.2 and $2,311.2) 2,469.2 2,265.4
Net equipment on operating leases (less accumulated
depreciation of $7,224.5 and $5,374.7) 27,702.3 20,061.6
Deferred income taxes 19,028.3 19,693.3
Property
Real estate, plants, and equipment - at cost 73,652.3 69,807.9
Less accumulated depreciation 44,083.2 42,586.4
----------- -----------
Net real estate, plants, and equipment 29,569.1 27,221.5
Special tools - at cost (less amortization) 8,170.7 7,559.1
----------- -----------
Total property 37,739.8 34,780.6
Intangible assets - at cost (less amortization) 11,898.9 11,913.8
Other assets (less allowances) 21,392.1 20,625.5
----------- -----------
TOTAL ASSETS $217,123.4 $198,598.7
=========== ===========
</TABLE>
- 18 -
<PAGE> 19
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET - Concluded
<TABLE>
<CAPTION>
December 31,
--------------
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994
------ ------
(Dollars in Millions
Except Per Share Amounts)
<S> <C> <C>
LIABILITIES
Accounts payable (principally trade) $11,898.8 $11,635.0
Notes and loans payable 83,323.5 73,730.2
United States, foreign, and other income taxes -
deferred and payable 3,231.6 2,721.0
Postretirement benefits other than pensions 41,595.1 40,018.2
Pensions 6,842.3 14,353.2
Other liabilities and deferred credits 46,886.6 42,867.3
---------- ----------
TOTAL LIABILITIES 193,777.9 185,324.9
---------- ----------
STOCKS SUBJECT TO REPURCHASE - 450.0
---------- ----------
STOCKHOLDERS' EQUITY
Preference stocks 1.2 2.4
Common stocks
$1-2/3 par value (issued, 753,008,273 and 754,345,782 shares) 1,255.0 1,257.2
Class E (issued, 442,812,166 and 268,125,255 shares) 44.3 26.8
Class H (issued, 97,152,014 and 78,720,022 shares) 9.7 7.9
Capital surplus (principally additional paid-in capital) 18,870.9 13,149.4
Net income retained for use in the business 7,185.4 1,785.8
---------- ----------
Subtotal 27,366.5 16,229.5
Minimum pension liability adjustment (4,736.3) (3,548.4)
Accumulated foreign currency translation adjustments 222.5 (100.4)
Net unrealized gains on investments in certain debt and
equity securities 492.8 243.1
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 23,345.5 12,823.8
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $217,123.4 $198,598.7
========== ==========
</TABLE>
- 19 -
<PAGE> 20
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------
1995 1994 1993
----------- ----------- ----------
(Dollars in Millions)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income before cumulative effect
of accounting changes $6,932.5 $5,658.7 $2,465.8
Adjustments to reconcile income
before cumulative effect of accounting
changes to net cash provided by
operating activities
Depreciation of real estate, plants,
and equipment 4,062.1 3,688.7 3,682.7
Depreciation of equipment on
operating leases 4,492.3 3,435.7 2,893.6
Amortization of special tools 3,212.0 2,900.7 2,535.3
Amortization of intangible assets 255.3 226.2 330.4
Amortization of discount and issuance
costs on debt issues 77.6 71.3 90.5
Provision for financing losses 448.8 177.3 300.8
Special provision for scheduled plant closings - - 950.0
Provision for inventory allowances 77.5 53.1 44.1
Pension expense, net of cash contributions (2,983.9) (5,096.1) (1,548.2)
Pre-tax (gain) loss on sales of various assets 116.1 (17.6) 305.6
Provision for ongoing postretirement
benefits other than pensions,
net of cash payments 1,684.1 2,252.6 2,396.7
Origination and purchase of mortgage loans (12,085.6) (10,135.7) (21,583.7)
Proceeds on sale of mortgage loans 11,132.7 10,719.2 22,309.5
Change in other investments,
miscellaneous assets, deferred credits, etc. 367.5 (1,628.2) 340.2
Change in other operating assets and liabilities
Accounts receivable (733.1) (2,582.1) (480.9)
Inventories (1,487.0) (1,750.3) 240.3
Prepaid expenses and other
deferred charges (661.6) (725.5) 60.2
Deferred taxes and income
taxes payable* 1,945.2 903.8 (1,512.8)
Other liabilities* 438.8 2,683.5 (189.3)
Other* (867.8) 1,113.4 1,115.6
----------- ----------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES $16,423.5 $11,948.7 $14,746.4
----------- ----------- ----------
</TABLE>
*Excluding effect of accounting changes.
- 20 -
<PAGE> 21
GENERAL MOTORS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS - CONCLUDED
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
(Dollars in Millions)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in companies, net of
cash acquired ($ 616.3) ($ 246.6) ($ 232.4)
Expenditures for real estate, plants,
and equipment (6,351.4) (4,883.7) (3,822.1)
Expenditures for special tools (3,725.9) (2,341.4) (2,648.6)
Proceeds from disposals of real estate,
plants, and equipment 540.8 351.0 534.9
Proceeds from the sale of various assets 183.2 518.4 231.5
Expenditures related to the sale of NCRS (197.0) - -
Change in other investing assets
Investments in other marketable
securities - acquisitions (18,410.1) (14,482.3) (13,545.4)
Investments in other marketable
securities - liquidations 17,947.4 13,906.0 13,377.0
Finance receivables - acquisitions (163,033.3) (156,579.8) (103,396.3)
Finance receivables - liquidations 133,766.2 137,598.4 92,808.6
Finance receivables - other 244.3 610.6 8,528.3
Proceeds from sales of finance receivables 25,982.5 18,800.0 13,072.2
Operating leases - net* (8,856.7) (10,239.8) (4,887.7)
Other (13.0) (510.6) 346.8
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (22,539.3) (17,499.8) 366.8
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in short-term
loans payable 6,087.6 3,877.7 (4,278.3)
Increase in long-term debt 12,129.8 12,997.4 9,634.7
Decrease in long-term debt (9,636.3) (14,259.9) (17,029.6)
Redemption of HHMI put options - - (315.0)
Repurchases of common, preferred, and
preference stocks (1,680.7) - (265.6)
Proceeds from issuing common stocks 504.8 1,184.9 860.2
Cash dividends paid to stockholders (1,327.7) (1,111.9) (1,083.9)
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 6,077.5 2,688.2 (12,477.5)
----------- ----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS 143.6 11.4 76.2
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents 105.3 (2,851.5) 2,711.9
Cash and cash equivalents
at beginning of the year 10,939.0 13,790.5 11,078.6
----------- ----------- -----------
Cash and cash equivalents
at end of the year $11,044.3 $10,939.0 $13,790.5
=========== =========== ===========
</TABLE>
* Excluding effect of accounting changes.
- 21 -
<PAGE> 22
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 the Corporation's adoption of SFAS
No. 94, Consolidation of All Majority-owned Subsidiaries:
<TABLE>
<Caption
STATEMENT OF CONSOLIDATED INCOME
WITH GMAC ON AN EQUITY BASIS Years Ended December 31,
--------------------------------------------------
(Dollars in Millions) 1995 1994 1993
----------- ------------ -----------
<S> <C> <C> <C>
NET SALES AND REVENUES (1)
Manufactured products $134,225.0 $125,687.0 $110,592.0
Hughes manufactured products 9,528.8 9,201.1 9,211.2
Computer systems services 8,860.7 6,687.9 5,449.5
----------- ------------ ------------
TOTAL NET SALES AND REVENUES 152,614.5 141,576.0 125,252.7
----------- ------------ ------------
COSTS AND EXPENSES
Cost of sales and other operating charges,
exclusive of items listed below 126,545.8 117,290.8 106,497.1
Selling, general, and administrative expenses 11,489.8 10,574.7 9,765.7
Depreciation of real estate, plants, and equipment 4,211.8 3,868.4 3,824.7
Amortization of special tools 3,212.0 2,900.7 2,535.3
Amortization of intangible assets 171.1 180.7 189.3
Special provision for scheduled plant closings - - 950.0
----------- ------------ ------------
TOTAL COSTS AND EXPENSES 145,630.5 134,815.3 123,762.1
----------- ------------ ------------
OPERATING INCOME 6,984.0 6,760.7 1,490.6
Other income less income deductions - net (2) 1,220.8 1,251.8 1,195.3
Interest expense (464.6) (1,304.5) (1,510.9)
----------- ------------ ------------
INCOME BEFORE INCOME TAXES 7,740.2 6,708.0 1,175.0
Income taxes (credit) 2,091.6 2,181.9 (482.1)
----------- ------------ ------------
Income after Income Taxes 5,648.6 4,526.1 1,657.1
Earnings of nonconsolidated affiliates 1,283.9 1,125.2 808.7
----------- ------------ ------------
Income before cumulative effect of accounting
changes 6,932.5 5,651.3 2,465.8
Cumulative effect of accounting changes (3) (51.8) (750.7) -
----------- ------------ ------------
NET INCOME $ 6,880.7 $ 4,900.6 $ 2,465.8
=========== ============ ============
NET INCOME MARGIN 4.5% 3.5% 2.0%
</TABLE>
Certain amounts for 1994 and 1993 were reclassified to conform with 1995
classifications.
(1) Includes sales to nonconsolidated affiliates of $1,214.6 million in 1995,
$1,134.1 million in 1994, and $1,059.2 million in 1993, including $329.7
million in computer systems services revenues for 1995, $275.0 million
for 1994, and $265.9 million for 1993.
(2) Includes loss on the sale of National Car Rental System (NCRS) net
assets of $147.8 million in 1995 and a loss on the sale of Allison Gas
Turbine Division (AGT) of $305.6 million in 1993.
(3) Effective January 1, 1995 the Corporation adopted EITF Issue No. 95-1 and
effective January 1, 1994 the Corporation adopted SFAS No. 112. Not
included in 1994 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.
- 22 -
<PAGE> 23
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET
WITH GMAC ON AN EQUITY BASIS December 31,
----------------------
(Dollars in Millions) ASSETS 1995 1994
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $9,595.7 $9,731.4
Other marketable securities 1,270.4 1,245.0
---------- ----------
Total cash and marketable securities 10,866.1 10,976.4
Accounts and notes receivable - net
Trade 8,513.7 7,873.1
Nonconsolidated affiliates 2,256.8 2,080.4
Inventories - net 11,529.5 10,127.8
Contracts in process - net 2,469.2 2,265.4
Net equipment on operating leases 4,392.6 -
Deferred income taxes and other 5,820.3 6,455.6
---------- ----------
Total Current Assets 45,848.2 39,778.7
Equity in Net Assets of Nonconsolidated Affiliates 9,983.0 9,204.3
Deferred Income Taxes 16,783.2 16,318.6
Other Investments and Miscellaneous Assets 13,757.5 14,835.5
Property - Net 37,609.6 34,661.4
Intangible Assets - net 11,261.8 11,536.4
---------- ----------
TOTAL ASSETS $135,243.3 $126,334.9
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $10,975.7 $10,905.0
Loans payable 2,434.7 993.7
Income taxes payable 126.9 144.7
Accrued liabilities and customer deposits 29,920.4 26,584.4
Stocks subject to repurchase - 450.0
---------- ----------
Total Current Liabilities 43,457.7 39,077.8
Long-Term Debt 5,967.8 6,082.3
Payable to GMAC - 1,212.5
Capitalized Leases 166.2 136.4
Postretirement Benefits Other Than Pensions 39,001.0 37,348.0
Pensions 5,744.9 11,223.1
Other Liabilities and Deferred Income Taxes 16,058.9 16,752.2
Deferred Credits 1,501.3 1,678.8
Stockholders' Equity 23,345.5 12,823.8
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $135,243.3 $126,334.9
========== ==========
</TABLE>
- 23 -
<PAGE> 24
<TABLE>
<CAPTION>
STATEMENT OF CONSOLIDATED CASH FLOWS
WITH GMAC ON AN EQUITY BASIS Years Ended December 31,
--------------------------------------------
<S> <C> <C> <C>
(Dollars in Millions) 1995 1994 1993
----------- ----------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Income before cumulative effect
of accounting changes $6,932.5 $5,651.3(1) $2,465.8
Adjustments to reconcile income
before cumulative effect of accounting
changes to net cash provided by
operating activities
Depreciation and amortization 7,594.9 6,949.8 6,549.3
Special provision for scheduled
plant closings - - 950.0
Provision for inventory allowances 77.5 53.1 44.1
Pension expense, net of cash
contributions (2,983.9) (5,096.1) (1,548.2)
Pre-tax (gain) loss on sales
of various assets 116.1 (17.6) 305.6
Provision for ongoing postretirement
benefits other than pensions,
net of cash payments 1,659.0 2,204.6 2,355.7
Change in deferred income taxes (2) 1,139.9 584.5 (1,345.8)
Undistributed earnings (loss) of non-
consolidated affiliates (309.4) (204.4) 448.1
Change in other operating assets
and liabilities
Accounts receivable (539.4) (1,428.7) (106.0)
Inventories (1,487.0) (1,750.3) 240.3
Accounts payable (328.7) 1,224.0 552.2
Income taxes payable (9.9) (243.3) (353.1)
Other liabilities (2) (731.0) 990.0 (455.9)
Other (2) 756.6 (480.1) 1,304.2
----------- ----------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 11,887.2 8,436.8 11,406.3
----------- ----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in companies, net of
cash acquired (616.3) (246.6) (232.4)
Expenditures for real estate, plants,
and equipment (6,218.4) (4,750.9) (3,703.6)
Expenditures for special tools (3,725.9) (2,341.4) (2,648.6)
Proceeds from disposals of real estate,
plants, and equipment 450.9 240.9 447.1
Proceeds from the sale of various assets 183.2 518.4 231.5
Expenditures related to the sale of NCRS (197.0) - -
Change in other investing assets
Investments in other marketable
securities - acquisitions (5,682.1) (2,757.0) (2,554.9)
Investments in other marketable
securities - liquidations 5,656.7 2,237.0 2,585.6
Notes receivable (54.3) 101.9 8,811.0
Operating leases - net (583.9)(2) (723.1) (470.7)
----------- ----------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ($10,787.1) ($7,720.8) $2,465.0
----------- ----------- ---------
</TABLE>
See notes on next page.
- 24 -
<PAGE> 25
<TABLE>
<CAPTION>
STATEMENT OF CONSOLIDATED CASH FLOWS
WITH GMAC ON AN EQUITY BASIS - CONCLUDED Years Ended December 31,
--------------------------------------------
<S> <C> <C> <C>
(Dollars in Millions) 1995 1994 1993
----------- ----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in loans payable $ 931.8 ($ 550.9) $ 252.5
Increase in long-term debt 1,533.9 798.7 989.6
Decrease in long-term debt (1,652.8) (934.8) (1,627.7)
Net increase (decrease) in payable to GMAC 311.1 (143.0) (10,207.7)
Redemption of HHMI put options - - (315.0)
Repurchases of common, preferred, and preference stocks (1,680.7) - (265.6)
Proceeds from issuing common stocks 504.8 1,184.9 860.2
Cash dividends paid to stockholders (1,327.7) (1,111.9) (1,083.9)
--------- --------- ----------
Net Cash Used in Financing Activities (1,379.6) (757.0) (11,397.6)
--------- --------- ----------
Effect of Exchange Rate Changes on Cash
and Cash Equivalents 143.8 9.9 81.2
--------- --------- ----------
Net increase (decrease) in cash and cash
equivalents (135.7) (31.1) 2,554.9
Cash and cash equivalents at
beginning of the year 9,731.4 9,762.5 7,207.6
--------- --------- ----------
CASH AND CASH EQUIVALENTS AT END OF THE YEAR $ 9,595.7 $ 9,731.4 $ 9,762.5
========= ========= ==========
</TABLE>
(1) Includes the unfavorable cumulative effect on GMAC earnings of $7.4
million from adopting SFAS No. 112.
(2) Excluding effect of accounting changes.
- 25 -
<PAGE> 26
GMAC NEWS RELEASE
GMAC -- General Motors Acceptance Corporation reported 1995 consolidated
net income of $1,031 million, up 12% from the $920 million earned in 1994, GMAC
President John R. Rines announced today.
In 1995, net income from financing operations, including mortgage banking
results, totaled $868 million, up from the $802 million earned in 1994. The
increase is primarily due to continued favorable lending margins and increased
earning asset levels.
Motors Insurance Corporation (MIC), GMAC's insurance subsidiary, generated
net income of $163 million in 1995, up 38% from the $118 million earned in
1994. The increase is principally due to improved underwriting results and
higher realized capital gains.
Fourth quarter 1995 results totaled $263 million, up 9% from the $242
million earned in the final quarter of 1994. Net income for the quarter from
financing operations, including mortgage banking results, totaled $201 million,
down from $220 million a year ago. The decrease reflects unfavorable tax
adjustments, primarily related to International Operations, that were partially
offset by favorable lending margins and increased earning asset levels. MIC's
net income for the fourth quarter 1995 totaled $62 million, up from $22 million
a year ago, principally attributable to higher realized capital gains.
EDS NEWS RELEASE
EDS - PLANO, Texas -- Bolstered by a fourth quarter that was the best in
the company's 33-year history and marked by new contract awards of more than
$10 billion during the year, EDS registered record earnings in 1995 and passed
$12 billion in revenues for the first time, the global information technology
company announced today.
EDS, which serves customers in 40 countries, posted $12.42 billion in
operating revenues for the year ended December 31, 1995, compared with $9.96
billion in 1994, an increase of 24.7 percent, and signed a record $10.1
billion in new business during the year, compared with $9.08 billion in 1994.
Net income rose 14.2 percent -- from $821.9 million in 1994 to $938.9 million
in 1995.
The earnings of EDS (Electronic Data Systems Corp.), an indirect wholly
owned subsidiary of General Motors Corporation, are used to calculate the
earnings per share of General Motors Class E common stock (NYSE symbol GME).
Earnings per share for the year increased 14.6 percent, from $1.71 in 1994 to
a record $1.96 in 1995.
"We are pleased to report that EDS has had another record year," said Les
Alberthal, EDS chairman, president and CEO. "We continued to grow in our
existing areas of business and to expand rapidly into new industries, services
and geographies. Even more important, we continued to increase the value we
bring to our customers. Helping our customers improve their performance has
been, and will continue to be, the key to EDS' success."
Alberthal added that EDS' record results also were driven by "the growing
recognition among businesses and governments worldwide of the crucial impact
information technology has on business performance, customer service and an
organization's bottom line."
- 26 -
<PAGE> 27
The company registered operating revenues of $3.62 billion for the
quarter ended December 31, 1995 -- an increase of 24.4 percent, or $711.4
million, over the corresponding quarter in 1994. Operating revenues from EDS'
base, or non-GM, business were up 32.8 percent in the fourth quarter compared
with the fourth quarter of 1994. Fourth-quarter net income rose nearly 14
percent, from $236.5 million a year ago to $269.5 million in 1995; and
earnings per share increased 14.3 percent, from $0.49 in 1994 to $0.56 in
1995. EDS signed more than $3.4 billion in new contracts in the fourth
quarter.
The fourth quarter was highlighted by EDS' winning of two large
outsourcing agreements, one with Rolls-Royce Aerospace Group, the other with
the government of the State of South Australia.
In the United Kingdom, EDS entered into a strategic partnership with
Rolls-Royce Aerospace Group by signing an agreement expected to produce
revenues of more than $900 million over 10 years. Under the agreement, EDS
will focus its aerospace and defense industry expertise on a wide range of
business-transformation initiatives. Industry-best practices and world-class
integrated information systems from EDS and its management consulting
subsidiary, A.T. Kearney, will be developed and deployed to bring about
increases in performance in core business functions throughout the group.
And the government of the State of South Australia awarded to EDS the
largest information technology (IT) contract ever in the Asia/Pacific region.
EDS will provide IT services to more than 140 agencies and sub-agencies of the
South Australian government, making it the first time that a government had
outsourced its entire IT infrastructure to a private-sector enterprise.
GLOBAL GROWTH CONTINUES
Also in the U.K., EDS was awarded the Ministry of Defence's first
information technology partnership agreement. Under the agreement, EDS will
provide operations management, data services, technical support, applications
development and maintenance and catalogue services to the British Army's
Logistic Information Services Agency.
Elsewhere in Europe, EDS expanded its relationship with BP France, a
subsidiary of British Petroleum, to include maintaining and evolving the oil
company's client/server-based systems. The applications involve point-of-sale
information, remote data collection, payment services, a frequent-buyer
program, warehouse and product-removal management, marketing results and
resource management.
EDS was awarded its first full outsourcing contract in Austria -- by AVL,
one of the world's market leaders in automobile engine development. EDS will
assume responsibility for AVL's recently installed client/server
infrastructure, including SAP R/3, as well as introduce international service
levels and prepare for a worldwide roll-out to AVL's 48 global subsidiaries.
In Italy, EDS signed a contract with the City of Rome to reengineer the
city's accounting system. The new system will allow the city to manage its
expenditures more effectively by making it possible to measure productivity,
cost and the efficiency of the city's services. EDS will develop the new
system in a client/server environment using mainframes and PC workstations.
- 27 -
<PAGE> 28
Also in Italy, EDS reached an outsourcing agreement with Credito
Emiliano, a private bank with 180 branches and 2,000 employees. Under the
agreement, which is EDS' first outsourcing contract in Italy and the first
such agreement in the Italian banking industry, EDS will manage the bank's
data center and handle the center's operations, job scheduling, printing and
post-processing services. Revenues from the agreement are projected to total
$75 million over 10 years.
And in Spain, EDS signed a contract with REPSOL, that country's largest
oil company, to provide a comprehensive Dispatching Analysis Study and to
improve REPSOL's distribution logistics.
Also in the fourth quarter, EDS signed the largest financial services
contract in South America with DataNet, an electronic banking network to be
formed in Argentina in 1996 by the merger of two competing banking networks,
DataCash and NewNet. Under the five-and-one-half-year agreement, EDS will
provide a spectrum of services including consulting for the strategic plan,
systems development, integration and management of applications and process
management.
EDS, meanwhile, signed a 10-year agreement with Mohawk Oil, the largest
independent oil company in Western Canada to provide business and technology
consulting and to migrate Mohawk to a client/server computing environment. EDS
also will implement and manage a wide-area network linking Mohawk sites,
provide an enterprise-wide help desk as well as desktop management services and
maintain an on-site team to provide business and technology support for Mohawk.
In South Korea, EDS renewed its joint venture partnership, LG-EDS Systems,
with business conglomerate Lucky Goldstar, and signed a new contract extending
the joint venture, which was begun in 1987, for an additional three years. In
the fourth quarter, LG-EDS was selected to provide consulting and systems
development services to the Korea Airport Construction Authority in support of
the new Seoul International Airport. LG-EDS also was selected by the Seoul
Fire Department to develop an information system to support various functions
related to the management of the department's 4,300 personnel, and the Korean
National Police Agency selected LG-EDS to develop an advanced information
management system to assist the agency in meeting the demands of increased
public safety services.
In Japan, EDS acquired LINC Computer, Inc., a computer services company
that provides desktop products and services to foreign affiliates and local
companies in Japan. LINC's services include the testing and implementation of
local-area and wide-area networks, desktop outsourcing and the resale and
integration of personal computer products.
OUTSOURCING TREND GROWS
In the area of health care, EDS extended its relationship with the
National Account Service Company (NASCO), which provides national health
benefits management services, by signing a contract to provide NASCO with IT
services into the next century. Founded in 1987, NASCO links most of the major
Blue Cross and Blue Shield Plans across the United States to a single
data-processing system.
Also in health care, EDS signed a contract with the Delaware Health and Social
Services Department to expand its current role. EDS now will provide outreach,
education and enrollment services for the state's Medicaid managed-care
program, the Diamond State Health Plan, in addition to providing IT
- 28 -
<PAGE> 29
services. As Delaware's benefits manager, EDS will help current Medicaid
recipients and new clients select a health plan, educate them on the importance
of primary health care and assist them in resolving any problems with their
health plans.
In the area of insurance, Industrial Risk Insurers (IRI), a worldwide HPR
(highly protected risk) property insurer, selected EDS to design and manage a
client/server-based information system. The five-year agreement gives EDS
responsibility for IRI's information technology strategy, as well as updating,
implementing and supporting IRI's system operations.
In the manufacturing arena, EDS was awarded a 10-year IT outsourcing
agreement with Fujitsu's Gresham Manufacturing Division (GMD). Located in
Gresham, Oregon, GMD is a U.S.-based semiconductor fabrication division of
Fujitsu Limited, a $36-billion global enterprise. EDS will assist GMD in
improving its manufacturing performance measures and growth objectives by
providing comprehensive fabrication application systems and infrastructure
support services including data center operations, network management and
desktop services.
In the government arena, the City of Charlotte, N.C., awarded EDS a
seven-year contract to provide process management services to the
Charlotte-Mecklenburg Police Department. EDS will be responsible for
administrative and financial functions in support of the city's new Alarm
Ordinance, which was enacted to curb the rising incidence of false alarms from
burglar systems in the community.
And it was announced that EDS was selected to serve as a subcontractor to
BTG, Inc., on a major five-year contract from the U.S. Air Force -- IC4I (the
Integration for Command, Control, Communications, Computers and Intelligence
contract). EDS will focus on procurement and testing.
In the financial arena, EDS and The Exchange System formed a joint-venture
company to provide electronic funds transfer and related services in the
western United States and western Canada. The new company, TransAlliance, will
provide automated teller machine, point-of-sale and inter-bank transaction
processing services.
Also in the financial arena, EDS and CheckFree Corporation signed an
agreement to jointly market a wide range of on-line customer and
business-to-business banking services. The services will include bill payment,
bill presentation and electronic data interchange through personal computers,
touch-tone telephones and screen phones.
In the travel industry, EDS won a 10-year outsourcing agreement with
Aeromexico Airlines, one of the premier carriers in Latin America. EDS will
manage and operate all of Aeromexico's information management systems including
payroll, crew management and frequent-flyer programs. In addition, EDS will
help the airline implement a new reservation system called "Azteca 2000."
- 29 -
<PAGE> 30
WRAP-UP FOR THE ENTIRE YEAR
For the year, EDS expanded its business in a number of important areas.
During 1995, the company:
- Completed its acquisition of A.T. Kearney, the prestigious,
global management consulting firm. EDS' Management Consulting
Services unit has been combined with A.T. Kearney to create a new
EDS-owned subsidiary operating under the A.T. Kearney name.
- Signed an agreement with Norway's largest bank, Den norske Bank
(DnB), to provide systems integration, systems development and
management consulting services. The new systems will help DnB
quickly develop and adapt products and services in response to
changes in the financial services marketplace. This agreement is
the first long-term contract in the Nordic market between a
financial institution and an IT provider.
- Won a 10-year agreement with Agroman, one of Spain's largest
construction companies. Under the terms of the contract -- EDS'
first with an international construction firm and the first in
Spain involving full IT services -- EDS is providing systems
management, consulting, systems development, maintenance and
user-support functions.
- Won its first contract in Switzerland's telecommunications
industry by signing an eight-year contract with the Swiss
subsidiary of Alcatel, one of the world's largest manufacturers of
communications systems. EDS is providing client/server network and
data center management, systems development, back-up and recovery
management and help-desk support.
- Was chosen by the United Kingdom's Department of Social Security
(DSS) to provide the agency with IT services. Under the 10-year
agreement, EDS will be responsible for data center operations and
technical support functions to the DSS, the largest IT services
delivery organization in the U.K. government.
- Was selected by the national railway of the Netherlands,
Nederlandse Spoorwegen, to be the railway's preferred IT supplier
for the next 10 years. The agreement is the first outsourcing
partnership in the European rail industry.
- Expanded its relationship with Xerox by signing a nine-year
agreement to provide Rank Xerox Hong Kong with information
management services and a new integrated information system based
on client/server technologies.
- Was selected by Bechtel, a global leader in the engineering and
construction industry, to provide the IT expertise and global
infrastructure necessary for Bechtel to sustain its leadership
position. EDS will provide desktop and network services to
thousands of users in Bechtel offices worldwide and collaborate
with Bechtel in developing new business opportunities.
- 30 -
<PAGE> 31
- Negotiated a new six-year, performance-based agreement with Blue
Shield of California that expands the scope of services being
delivered by EDS. In particular, Blue Shield and EDS will jointly
define new health maintenance organization (HMO) systems
capabilities and priorities for development. EDS will perform the
HMO systems development and integration tasks and will be
responsible for managing the desktop/server environment.
- Was selected by PhyCor, one of the nation's largest management
service organizations for medical clinics, to transition its
clinics to an automated environment using EDS' computer-based,
patient-record technology. The EDS system captures and stores the
entire medical encounter from the time the patient walks through
the door to the time the visit is completed.
- Signed an agreement to implement and manage its client/server
cellular management system, EMPOWER, for Ameritech Cellular's 1.3
million cellular and paging customers in Milwaukee, Chicago, St.
Louis, Detroit and Ohio. EMPOWER will provide Ameritech Cellular
with "real-time," on-line customer and business information, which
Ameritech will use to improve customer service and deliver products
more quickly.
- Introduced a comprehensive suite of Internet offerings to
establish a presence for its business customers on the World Wide
Web. These advanced technologies are designed to provide the
capabilities to attract business while supplying new on-line
services to existing customers. The offerings include facilitating
content management, storage, computing and connectivity;
measurement and analysis; infrastructure services featuring secure
Internet connectivity and application integration of business users
at EDS customer sites; and interactive banking and financial
services including electronic bill presentation, payment and
messaging.
- Was awarded a contract for non-personal software support services
for the U.S. Army Information Systems Selection and Acquisition
Agency. EDS will provide software communications services,
analog/digital systems design and analysis, software development,
testing maintenance and installation.
- Was awarded a contract by the U.S. Navy to provide local area and
enterprise network products and services. Under the agreement,
which is projected to result in revenues of $332 million over five
years and is referred to as the PC LAN+ contract, EDS is supplying
departments and agencies of the federal government with servers,
office automation software, peripherals and networking
communications equipment and related services.
- Formed an alliance with Continental Airlines and AMADEUS to form
a National Marketing Company (NMC) that will provide information
management, marketing, distribution and customer support services
to travel agencies in the United States, Mexico, Canada, Central
America and the Caribbean. EDS owns one-third equity in the NMC
and will provide systems management support to the new entity.
- Announced the formation of a joint-venture company in Israel with
Kardan Technologies. The new company, which will do business under
the name EDS Israel, will provide a full spectrum of IT services to
the business and government sectors of Israel.
- 31 -
<PAGE> 32
EDS
SUMMARY OF RESULTS OF OPERATIONS
(in millions except per share amounts)
<TABLE>
<CAPTION>
Fourth Quarter Ended Year Ended
------------------------------- -------------------------------
Dec. 31, Dec. 31,
1995 1994 1995 1994
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Systems and Other Contracts
Revenues $3,622.0 $2,910.6 $12,422.1 $9,960.1
Costs and Expenses 3,163.3 2,530.7 10,893.1 8,716.5
------------- -------------- ------------- --------------
Operating Income 458.7 379.9 1,529.0 1,243.6
Interest and Other Income, Net (37.7) (10.3) (62.0) 40.6
------------- -------------- ------------- --------------
Income Before Income Taxes 421.0 369.6 1,467.0 1,284.2
Provision for Income Taxes 151.5 133.1 528.1 462.3
------------- -------------- ------------- --------------
Separate Consolidated Net Income $ 269.5 $ 236.5 $ 938.9 $ 821.9
============= ============== ============= ==============
Earnings Attributable to GM Class E
Common Stock on a Per Share Basis $ 0.56 $ 0.49 $ 1.96 $ 1.71
Cash Dividends Per Share of
GM Class E Common Stock $ 0.13 $ 0.12 $ 0.52 $ 0.48
</TABLE>
Revenues related to GM and affiliates amounted to $1,044.7 and $969.8
million for the fourth quarter ended December 31, 1995 and 1994,
respectively, and $3,891.1 and $3,547.2 million for the years ended
December 31, 1995 and 1994, respectively.
- 32 -
<PAGE> 33
EDS
SUMMARY OF CONSOLIDATED BALANCE SHEETS
(in millions)
<TABLE>
<CAPTION>
<S> <C> <C>
Dec. 31, Dec. 31,
ASSETS 1995 1994
--------- --------
Current Assets
Cash and marketable securities $638.6 $757.8
Accounts receivable 3,169.0 2,147.5
Inventories 181.2 137.8
Prepaids and other 392.7 311.0
--------- --------
Total Current Assets 4,381.5 3,354.1
Property and Equipment, net 3,242.4 2,756.6
Operating and Other Assets 3,208.5 2,675.8
--------- --------
Total Assets $10,832.4 $8,786.5
========= ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $603.9 $571.1
Accrued liabilities 1,704.5 1,451.0
Deferred revenue 629.3 536.7
Income taxes 75.9 111.0
Notes payable 247.8 203.4
--------- --------
Total Current Liabilities 3,261.4 2,873.2
Deferred Income Taxes 739.7 659.8
Notes Payable 1,852.8 1,021.0
Total Stockholder's Equity 4,978.5 4,232.5
--------- --------
Total Liabilities
and Stockholder's Equity $10,832.4 $8,786.5
========= ========
</TABLE>
HUGHES NEWS RELEASE
HUGHES - Los Angeles, January 29, 1996 - Hughes Electronics Corporation
(Hughes) today reported record full year earnings, before the effects of
purchase accounting adjustments related to General Motors' (GM) acquisition of
Hughes Aircraft Company, of $1,107.8 million, or $2.77 per share of GM Class H
common stock. Fourth quarter earnings, on the same basis, were $294.4 million,
or $0.74 per share of GM Class H common stock.
Revenues for 1995, also a new record for Hughes, were $14,771.8 million, a
4.8% increase over the $14,099.4 million reported in 1994. Revenues for the
fourth quarter were $4,028.1 million, an 11.2% increase from the $3,621.7
million reported in the same period in 1994.
- 33 -
<PAGE> 34
Earnings in 1995 increased 5.6% from the $1,049.2 million reported in
1994. Earnings per share increased 5.7% to $2.77 per share from $2.62 per
share in 1994. The 1994 earnings included the unfavorable effect of an
accounting change related to postemployment benefits of $30.4 million after
tax, or $.08 per share. Earnings for the fourth quarter of 1995 increased
15.2% from the $255.6 million reported in the fourth quarter of 1994. Earnings
per share increased 15.6% to $0.74 per share from $0.64 per share in the fourth
quarter of 1994.
Operating profit (excluding GM purchase accounting adjustments) in 1995
was $1,667.3 million, a 2.3% increase from the operating profit of $1,630.4
million reported in 1994. The operating profit margin on the same basis was
11.3% in 1995 compared with 11.6% in 1994. Fourth quarter operating profit
(excluding GM purchase accounting adjustments) was $418.5 million, a 15.9%
increase from the operating profit of $361.1 million reported during the
comparable period in 1994. The operating profit margin on the same basis
increased to 10.5% for the quarter, compared with 9.9% in the fourth quarter of
1994.
C. Michael Armstrong, Hughes Chairman and Chief Executive Officer, said
that record revenues and earnings established in 1995 reflect Hughes'
commitment to growth and improved competitiveness. "Revenue growth was
principally due to increased sales of Telecommunications and Space segment
products and services, including DIRECTV(R), satellites, satellite
transponders, cellular communications equipment and private business networks,
and from international and domestic sales growth in Automotive Electronics."
Mr. Armstrong further commented that the improvements in earnings and operating
profit were due to the increased revenues and ongoing cost reduction efforts
partially offset by the planned increased operating expenses associated with
the continued expansion of DIRECTV.
"Hughes' strong performance in 1995 validates our growth strategy
predicated on market, technology and financial leadership. Our challenge for
1996 is to continue to successfully execute this strategy while focusing on
global expansion in each of our three business segments, emphasizing
telecommunications services and achieving continued cost reductions in our core
businesses."
Hughes' Segments: Fourth Quarter And Calendar Year
AUTOMOTIVE ELECTRONICS
Financial Review
Revenues for the quarter were $1,407.0 million, an increase of 1.8% from
revenues of $1,382.4 million for the same period in 1994. The improvement
reflects a 2.7% increase in Hughes-supplied electronic content in GM vehicles
produced in North America (from $890 per vehicle to $914 per vehicle) and a
45.9% increase in international and non-GM sales (from $170 million to $248
million), partially offset by a 7.1% decrease in GM vehicles produced in North
America.
Operating profit decreased 7.8% in the fourth quarter to $213.9 million
from $232.1 million for the same period in 1994. The decline reflects the
impact from continued investment in international expansion, price reductions
and lower production volumes in part offset by increased electronic content and
continued cost reduction efforts. As a result, fourth quarter operating profit
margin declined to 15.4% from 16.9% in 1994.
- 34 -
<PAGE> 35
For the full year, revenues increased 6.5% to $5,561.3 million from
$5,221.7 million in 1994. This increase is attributable to a 3.6% increase in
Hughes-supplied electronic content in GM vehicles produced in North America
(from $857 per vehicle to $888 per vehicle), a 25.1% increase in international
and non-GM sales (from $672 million to $841 million) and a slight increase in
GM North American vehicle production.
The 1995 operating profit was $869.0 million, up 9.3% from $794.8 million
reported in 1994. The improvement is attributable to continued cost reduction
efforts and increased electronic content and production volumes. As a result,
total year operating profit margin increased to 15.9% from 15.4% in 1994.
Fourth Quarter Business Highlights
Delco Electronics Corporation and Toyota reached several
agreements, including the joint development of a microwave radar
intelligent cruise control and collision warning system; the award
to Delco of a development contract for the 1998 model year engine
control unit; and the licensing of Toyota to incorporate Delco
charge ports in Toyota electric vehicles and to manufacture one
home-charger for each electric vehicle sold.
The Forewarn Side Detection System (SDS) for class 6, 7 and 8
heavy-duty trucks was introduced by Delco at the SAE International
Truck & Bus Meeting and Exposition. SDS is an advanced safety aid
designed to alert drivers to the presence of another vehicle in a
truck's blind spots.
Delco, which began producing radios in 1936, produced its 200
millionth radio in mid-November. In addition, Rockford Fosgate,
the industry leader in high-end aftermarket speakers and
amplifiers, selected Delco as its supplier of radio head units for
its RFX AM/FM compact disc units.
AEROSPACE AND DEFENSE SYSTEMS
Financial Review
Fourth quarter 1995 revenues were $1,610.9 million, a 12.3% increase over
revenues of $1,434.7 million reported in the same period in 1994. The growth
is principally due to the additional revenues resulting from the acquisition of
the CAE-Link training and simulation business and increased production rates on
the Tomahawk missile program.
Primarily due to these revenue increases and a provision taken in the
fourth quarter of 1994 for certain air traffic control contracts, operating
profit for the quarter increased 30.1% to $192.2 million compared with $147.7
million for the same period in 1994. As a result, operating profit margin
increased to 12.1% compared with 10.2% in 1994.
Revenues for 1995 were $5,945.4 million compared with $6,023.6 million in
1994. This 1.3% decline was principally due to lower production rates on
several missile programs, including Advanced Medium-Range Air-to-Air Missile
(AMRAAM), Tube-launched, Optically-tracked, Wire-guided (TOW) and Advanced
Cruise Missile (ACM), partially offset by the additional revenues related to
the CAE-Link acquisition.
- 35 -
<PAGE> 36
Operating profit in 1995 increased 3.7% to $688.0 million from $663.6
million for 1994. This increase is largely a result of the provision taken in
the fourth quarter of 1994 for certain air traffic control contracts partly
offset by the slight decline in the segment's annual revenues. As a result,
the operating profit margin for 1995 increased to 11.7% from 11.0% in 1994.
Fourth Quarter Business Highlights
Hughes Aircraft Company was awarded a $50 million incentive
bonus for delivering the $1 billion Peace Shield air defense system
to the Royal Kingdom of Saudi Arabia more than six months ahead of
schedule. The company shared $20 million of the bonus with
employees who helped the company achieve this significant event.
H&R Company, a joint venture between Hughes and Raytheon Company,
was one of two teams selected by the U.S. Army for the
program/definition phase of the U.S. and European Medium Extended
Air Defense System (MEADS). The MEADS program has a potential
value of more than $3 billion.
Hughes will provide thermal imaging technology to AVIMO, Ltd. as
part of a British Ministry of Defense contract to upgrade the
British Army's Scimitar tracked combat reconnaissance vehicles with
a new fire control system. The system has applications to upgrade
other types of combat vehicles worldwide.
TELECOMMUNICATIONS AND SPACE
Financial Review
Revenues for the quarter were $936.0 million, an increase of 29.0% over
revenues of $725.5 million reported in the prior year's fourth quarter. The
growth was principally due to DIRECTV subscriber growth and increased
international and government satellite construction sales.
Propelled by the DIRECTV subscriber growth, operating profit in the fourth
quarter increased to $46.1 million compared with $0.1 million reported in the
same period in 1994. This improvement was partially offset by development
costs related to the geostationary satellite mobile telephony product line. As
a result, operating profit margin increased to 5.0% in the fourth quarter as
compared to 1994.
Revenues for the full year increased 19.1% to $3,092.7 million from
$2,596.2 million in 1994. The increase was primarily due to DIRECTV subscriber
growth and increased sales of satellites, GALAXY transponders, cellular
communications equipment and private business networks.
Operating profit for 1995 was $189.2 million, a decrease of 30.2% from
the $271.0 million reported in 1994. The reduction was primarily a result of
increased operating expenses associated with the continued expansion of
DIRECTV, development costs on the geostationary satellite mobile telephony
product line and the following nonrecurring 1994 events:
1) reduced first quarter 1994 construction costs associated with replacement of
the first GALAXY I-R satellite that was destroyed by a launch vehicle failure
in August 1992 and 2) third quarter 1994 earnings recognized by DIRECTV related
to a contract with the National Rural Telecommunications Cooperative. As a
result, operating profit margin for the year declined to 6.2% from 10.3% a year
ago.
- 36 -
<PAGE> 37
Fourth Quarter Business Highlights
DIRECTV, Inc. activated its one-millionth programming subscriber in
November in just over one year of service, moving it into the ranks
of the country's top-ten largest multiple system cable operators.
The National Academy of Television Arts and Sciences presented
DIRECTV with an Emmy Award for outstanding achievement in
developing digital direct broadcast satellite (DBS) technology.
DIRECTV developed the complete infrastructure to deliver digital
television programming to homes equipped with the Digital Satellite
System (DSS)(R), which has become the fastest-selling consumer
electronics product in history.
Three more companies, Samsung Electronics Co., Ltd., SANYO Electric
Co., Ltd., and Daewoo Electronics Co., Ltd., were authorized by
DIRECTV to manufacture and distribute DSS equipment. They join
Thomson Consumer Electronics, Sony, Toshiba, Uniden and Hughes
Network Systems, Inc. (HNS) as authorized suppliers of the
three-component DSS system: an 18-inch satellite dish, digital
set-top decoder box and remote control.
HNS was selected by Best Western International, Inc., to provide
VSAT network communications to approximately 2,000 Best Western
hotels throughout North America. In addition, HNS plans to make
available in-room video entertainment from DIRECTV.
The Hughes-built Galaxy III-R communications satellite was
successfully launched for Hughes Communications, Inc. The Ku-band
frequency portion of the satellite will carry the DIRECTV Latin
America (TM) direct-to-home entertainment service for Mexico, the
Caribbean, and Central and South America in the spring of 1996.
The C-band portion of the satellite will provide telecommunications
services in the United States.
Hughes Space and Communications Company introduced the HS 702
body-stabilized communications satellite, which offers nearly twice
the capacity and more than double the power of commercial
spacecraft now in operation. The design will reduce manufacturing
cycle times and is compatible with a wide variety of launch
vehicles. The first satellite in the series is scheduled for
launch in 1998.
- 37 -
<PAGE> 38
HUGHES
STATEMENT OF CONSOLIDATED OPERATIONS
AND AVAILABLE SEPARATE CONSOLIDATED NET INCOME
(Dollars in Millions Except Per Share Amounts)
<TABLE>
Years Ended
Fourth Quarter December 31,
-------------------------- --------------------------
1995 1994 1995 1994
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Net sales
Outside customers $2,678.5 $2,348.2 $ 9,528.8 $ 9,108.7
General Motors and affiliates 1,292.2 1,314.7 5,185.5 4,953.6
Other income (loss) - net 57.4 (41.2) (1) 57.5 (2) 37.1 (1)
- --------------------------------------------------------------------------------------------------------------------------------
Total revenues 4,028.1 3,621.7 14,771.8 14,099.4
- --------------------------------------------------------------------------------------------------------------------------------
Costs and Expenses
Cost of sales and other operating charges,
exclusive of items listed below 3,023.8 2,839.5 11,325.1 10,943.4
Selling, general, and administrative expenses 396.3 340.2 1,234.2 1,018.3
Depreciation and amortization 132.1 122.1 487.7 470.2
Amortization of GM purchase accounting adjustments
related to Hughes Aircraft Company 30.5 30.9 123.4 123.8
Interest expense - net 1.7 (0.3) 7.5 15.1
- --------------------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses 3,584.4 3,332.4 13,177.9 12,570.8
- --------------------------------------------------------------------------------------------------------------------------------
Income Before Income Taxes 443.7 289.3 1,593.9 1,528.6
Income taxes 179.8 64.6 645.6 572.8
- --------------------------------------------------------------------------------------------------------------------------------
Income Before Cumulative Effect of Accounting Change 263.9 224.7 948.3 955.8
Cumulative effect of accounting change -- -- -- (30.4) (3)
- --------------------------------------------------------------------------------------------------------------------------------
Net Income 263.9 224.7 948.3 925.4
Adjustments to exclude the effect of GM purchase accounting
adjustments related to Hughes Aircraft Company 30.5 30.9 159.5 123.8
- --------------------------------------------------------------------------------------------------------------------------------
Earnings Used for Computation of Available
Separate Consolidated Net Income $ 294.4 $ 255.6 $ 1,107.8 $ 1,049.2
================================================================================================================================
Available Separate Consolidated Net Income $ 71.1 $ 59.7 $ 264.6 $ 241.6
================================================================================================================================
Earnings Attributable to General Motors Class H
Common Stock on a Per Share Basis
Before cumulative effect of accounting change $ 0.74 $ 0.64 $ 2.77 $ 2.70
Cumulative effect of accounting change -- -- -- (0.08)
- --------------------------------------------------------------------------------------------------------------------------------
Net Earnings Attributable to General Motors
Class H Common Stock $ 0.74 $ 0.64 $ 2.77 $ 2.62
================================================================================================================================
</TABLE>
(1) Includes a $35.0 million pre-tax charge for the estimated loss on
disposition of a subsidiary.
(2) Includes a $76.1 million pre-tax charge for estimated losses on
disposition of certain non-strategic business units including $36.1
million for the write-off of purchase accounting adjustments related to
GM's acquisition of Hughes Aircraft Company.
(3) Effective January 1, 1994, Hughes adopted Statement of Financial
Accounting Standards No. 112, Employers' Accounting for Postemployment
Benefits.
- 38 -
<PAGE> 39
HUGHES
CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
<TABLE>
<CAPTION>
December 31,
-----------------------------------
ASSETS 1995 1994
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $1,139.5 $1,501.8
Accounts and notes receivable
Trade receivables 1,235.6 1,039.5
General Motors and affiliates 146.7 153.9
Contracts in process 2,469.2 2,265.4
Inventories 1,225.5 1,087.9
Prepaid expenses, including deferred income taxes 594.3 195.1
- ----------------------------------------------------------------------------------------------------
Total Current Assets 6,810.8 6,243.6
Property - Net 2,739.2 2,611.8
Telecommunication and Other Equipment - Net 1,175.1 1,071.7
Intangible Assets - Net 3,573.7 3,271.3
Investments and Other assets, Including Deferred Income Taxes 1,675.6 1,652.1
- ----------------------------------------------------------------------------------------------------
Total Assets $15,974.4 $14,850.5
====================================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
- ----------------------------------------------------------------------------------------------------
Current Liabilities
Accounts payable
Outside $748.7 $779.9
General Motors and affiliates 52.2 80.5
Advances on contracts 893.7 645.1
Notes and loans payable 432.5 125.7
Income taxes payable 190.8 31.4
Accrued liabilities 1,990.9 1,885.5
- ----------------------------------------------------------------------------------------------------
Total Current Liabilities 4,308.8 3,548.1
Long-term Debt and Capitalized Leases 258.8 353.5
Postretirement Benefits Other than Pensions 1,610.6 1,541.4
Other Liabilities and Deferred Credits 1,270.5 1,431.7
Total Stockholder's Equity 8,525.7 7,975.8
- ----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $15,974.4 $14,850.5
- ----------------------------------------------------------------------------------------------------
</TABLE>
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 General Motors
(which includes 100% of the stock of Hughes).
- 39 -
<PAGE> 40
HUGHES
STATEMENT OF CONSOLIDATED CASH FLOWS
(Dollars in Millions)
<TABLE>
Years Ended December 31,
------------------------
1995 1994
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities
Income before cumulative effect of accounting change $948.3 $955.8
Adjustments to reconcile income before cumulative effect of
Accounting change to net cash provided by operating activities
Depreciation and amortization 487.7 470.2
Amortization and adjustments of GM purchase accounting adjustments
related to Hughes Aircraft Company 159.5 123.8
Pension expense, net of cash contributions (51.9) 20.3
Provision for postretirement benefits other than pensions,
net of cash payments 43.5 78.4
Net loss on sale of property 6.1 14.3
Net gain on sale of investments and businesses (12.9) (3.6)
Change in deferred income taxes and other* (150.1) (60.1)
Change in other operating sssets and liabilities
Accounts receivable (147.3) (238.1)
Contracts in process (186.2) 111.4
Inventories (160.1) (27.5)
Prepaid expenses (3.0) (15.2)
Accounts payable (92.0) 25.8
Income taxes 160.4 (70.7)
Accrued and other liabilities 257.0 (28.2)
Other* (272.8) 20.2
- ----------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 986.2 1,376.8
- ----------------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Investment in companies, net of cash acquired (309.5) (7.0)
Expenditures for Property and Special Tools (545.7) (490.5)
Increase in telecommunications and other equipment (198.9) (351.9)
Proceeds from disposal of property 50.6 90.6
Proceeds from sale of investments and businesses 127.2 3.6
(Increase) decrease in notes receivable (13.6) 206.9
- ----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (889.9) (548.3)
- ----------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
Net decrease in notes and loans payable (80.9) (2.1)
Increase in long-term debt 28.0 7.5
Decrease in long-term debt (37.7) (20.8)
Cash dividends paid to general motors (368.0) (320.0)
- ----------------------------------------------------------------------------------------------------------------------
Net Cash Used in Financing Activities (458.6) (335.4)
- ----------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (362.3) 493.1
Cash and cash equivalents at beginning of the year 1,501.8 1,008.7
- ----------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of the Year $1,139.5 $1,501.8
======================================================================================================================
</TABLE>
* Excluding effect of accounting change in 1994.
- 40 -
<PAGE> 41
HUGHES
PRO FORMA SELECTED SEGMENT DATA*
(Dollars in Millions)
<TABLE>
<CAPTION>
Fourth Quarter Years Ended December 31,
-------------------------------- -----------------------------------
1995 1994 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------
AUTOMOTIVE ELECTRONICS
<S> <C> <C> <C> <C>
Revenues
Amount $ 1,407.0 $ 1,382.4 $ 5,561.3 $ 5,221.7
As a percentage of Hughes Revenues 34.9% 38.2% 37.6% 37.0%
Net Sales $ 1,389.1 $ 1,370.8 $ 5,479.7 $ 5,170.6
Operating Profit (1) $ 213.9 $ 232.1 $ 869.0 $ 794.8
Operating Profit Margin (2) 15.4% 16.9% 15.9% 15.4%
Depreciation and Amortization $ 35.7 $ 23.5 $ 151.4 $ 142.2
Capital Expenditures $ 82.3 $ 83.7 $ 264.7 $ 166.4
- ------------------------------------------------------------------------------------------------------------------------------
AEROSPACE AND DEFENSE SYSTEMS
Revenues
Amount $ 1,610.9 $ 1,434.7 $ 5,945.4 $ 6,023.6
As a percentage of Hughes Revenues 40.0% 39.6% 40.2% 42.7%
Net Sales $ 1,586.2 $ 1,442.2 $ 5,899.7 $ 6,007.3
Operating Profit (1) $ 192.2 $ 147.7 $ 688.0 $ 663.6
Operating Profit Margin (2) 12.1% 10.2% 11.7% 11.0%
Depreciation and Amortization (3) $ 36.2 $ 51.1 $ 132.0 $ 158.5
Capital Expenditures $ 36.1 $ 59.6 $ 109.8 $ 159.5
- ------------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS AND SPACE
Revenues
Amount $ 936.0 $ 725.5 $ 3,092.7 $ 2,596.2
As a percentage of Hughes Revenues 23.2% 20.0% 20.9% 18.4%
Net Sales $ 930.2 $ 764.9 $ 3,075.8 $ 2,633.8
Operating Profit (1) $ 46.1 $ 0.1 $ 189.2 $ 271.0
Operating Profit Margin (2) 5.0% 0.0% 6.2% 10.3%
Depreciation and Amortization (3) $ 52.5 $ 44.0 $ 178.3 $ 140.8
Capital Expenditures (4) $ 190.3 $ 105.3 $ 436.5 $ 399.3
- ------------------------------------------------------------------------------------------------------------------------------
CORPORATE AND OTHER
Operating Loss (1) $ (33.7) $ (18.8) $ (78.9) $ (99.0)
==============================================================================================================================
</TABLE>
Certain amounts for 1994 have been reclassified to conform with 1995
classifications.
* The Consolidated Financial Statements reflect the application of purchase
accounting adjustments related to GM's acquisition of Hughes Aircraft
Company. However, as provided in the General Motors 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. In
order to provide additional analytical data, the above unaudited pro forma
selected segment data, which excludes the purchase accounting adjustments
related to GM's acquisition of Hughes Aircraft Company, is presented.
(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 $25.3
million in each of the fourth quarters and $100.9 million in each of the
years for the Aerospace and Defense Systems segment; and $5.1 million in
each of the fourth quarters and $21.0 million in each of the years for the
Telecommunications and Space segment.
(4) Includes expenditures related to telecommunications and other equipment
amounting to $127.0 million, $50.5 million, $274.6 million, and $255.8
million, respectively.
- 41 -
<PAGE> 42
SIGNATURE
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)
Date February 6, 1996
----------------
By
s/Wallace W. Creek
---------------------------
(Wallace W. Creek, Comptroller)
- 42 -
