GENERAL MOTORS CORP
8-K, 1996-04-22
MOTOR VEHICLES & PASSENGER CAR BODIES
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<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) April 19, 1996
                                  ----------------




                           GENERAL MOTORS CORPORATION
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)




     STATE OF DELAWARE                 1-143                 38-0572515
- ----------------------------   -----------------------    -------------------
(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
 --------------------------------------------                 ----------
   (Address of principal executive offices)                   (Zip Code)







Registrant's telephone number, including area code       (313)-556-5000
                                                         --------------













<PAGE>   2
ITEM 5.  Other Events

        (a)     On April 22, 1996, General Motors Corporation (GM) issued a news
release on the subject of 1996 first quarter consolidated earnings.  The GM
News release and related news release of Electronic Data Systems Corporation
(EDS), General Motors Acceptance Corporation (GMAC) (also dated April 22, 1996)
and Hughes Electronics Corporation (dated April 19, 1996) were as follows:  


                               GM News Release





     DETROIT -- General Motors Corporation today reported 1996-first-quarter
consolidated net income of $1.0 billion, or $0.94 per share of GM $1-2/3 par
value common stock, including the impact of a strike (see below).  This
compares with $2.1 billion, or $2.44 per share, in the first quarter of 1995.
That represents a decline of $1.1 billion, or 52 percent, compared with the
year-ago period.
     The first-quarter results included an unfavorable impact of $900 million
after tax, or $1.20 per share of GM $1-2/3 par value common stock, related to a
17-day strike at two GM component plants in Dayton, Ohio, that resulted in the
temporary shutdown of 26 of 29 GM North American assembly plants and certain
automotive component plants during the quarter.
     "Clearly our financial performance in the first quarter of 1996 was
impacted by the strike and was certainly not indicative of GM's continuing
profit improvement," GM Chairman and Chief Executive Officer John F. Smith,
Jr., said.  "Barring unforeseen events, our aim is to bounce back in the second
quarter and subsequent periods this year to financial-performance levels
reflecting our ongoing progress in achieving corporate-earnings targets."
     Significant highlights of first-quarter-1996 results from the automotive
sectors included the following:
       -    The combined results of GM North American Operations
            (GM-NAO) and Delphi Automotive Systems totaled a net loss of
            $195 million in the first quarter of 1996, compared with net
            income of $1.0 billion in the first-quarter of 1995.

       -    GM International Operations (GMIO) reported net income of 
            $432 million in the first quarter of 1996, compared with net 
            income of $522 million in the year-ago period.

     Highlights of first-quarter-1996 results for GM's major subsidiaries
include:

       -    General Motors Acceptance Corporation (GMAC) reported
            net income of $309 million for the first quarter of 1996,
            compared with net income of $255 million in the first quarter
            of 1995.

       -    Hughes Electronics Corporation reported first-quarter
            earnings of $312 million, compared with earnings totaling
            $269 million in the prior-year period.  The
            first-quarter-1996 Hughes earnings included a $72-million
            after-tax gain, or $0.07 per share of GM $1-2/3 par value
            common stock and $0.18 per share of GM Class H common stock,
            on the sale of 2.5 percent of DIRECTV(R) to AT&T.

       -    Electronic Data Systems Corporation (EDS) reported
            record first-quarter earnings of $219 million in the first
            quarter of 1996, compared with earnings of $197 million in
            the prior-year period.

     (See additional information in sections detailing individual automotive
sector results, and "Highlights.")


                                    - 1 -
<PAGE>   3
     The corporation's pretax income (with GMAC on an equity basis) was $1.0
billion in the first quarter of 1996, compared with $3.0 billion in the first
quarter of 1995.
     The first-quarter-1996 effective income-tax rate (with GMAC on an equity
basis) was 34.6 percent, compared with 38.3 percent in the prior-year period.
     The corporation's net-profit margin -- net income as a percent of sales
and revenues -- (with GMAC on an equity basis) was 2.7 percent in the first
quarter of 1996, compared with 5.3 percent in the first quarter of 1995.
     GM contributed $800 million to its U.S. pension plans during the first
quarter of 1996.  That contribution is expected to be sufficient to keep the
pension plans fully funded on an economic basis for 1996.  This does not
preclude the corporation from making additional contributions later in 1996.
GM has contributed a total of $18.9 billion to the plans since the beginning of
1994.
     The corporation's cash position in the first quarter of 1996 reflects the
unfavorable impact of the Dayton strike.  Nonetheless, GM's cash position
remained strong, as cash and marketable securities (with GMAC on an equity
basis) totaled $8.6 billion at March 31, 1996, compared with $10.3 billion at
March 31, 1995, and $10.9 billion at Dec. 31, 1995.
     Fully consolidated sales and revenues in the first quarter of 1996 totaled
$41.7 billion -- a decrease of 3.7 percent compared with the same period last
year.
     During the first quarter of 1996, GM dealers delivered 2,063,000 cars and
trucks worldwide, resulting in a 16.0-percent worldwide market share.  That
compares with deliveries totaling 1,994,000 and a market share of 15.8 percent
in the first quarter of 1995.
     Following is a summary of financial performance for GM's automotive
business sectors (see "Highlights" for additional details):

GM NORTH AMERICAN OPERATIONS (GM-NAO)/DELPHI

     GM North American Operations, including GM's Delphi Automotive Systems,
reported a net loss of $195 million in the first quarter of 1996, compared with
net income of $1.0 billion in the first quarter of 1995.
     The first-quarter results included an unfavorable impact of $870 million
after tax related to the strike at two GM component plants in Dayton, Ohio.  An
additional $30-million after-tax impact at the Delco Electronics unit of Hughes
Electronics Corporation results in the previously mentioned total of $900
million after tax.
     GM-NAO/Delphi reported a pretax loss of $387 million in the first quarter
of 1996.  That represents a decline of $2.0 billion versus the comparable
period last year, when pretax income was $1.6 billion (see "Highlights" for
additional details).  The unfavorable pretax impact of the strike in the first
quarter of 1996 was $1.4 billion.


                                     - 2 -
<PAGE>   4
     The GM-NAO/Delphi net-loss margin was 0.8 percent in the first quarter of
1996, compared with a net-profit margin of 3.7 percent in the prior-year
period.
     "While net income and margins were unfavorably impacted by the strike in
the first quarter of 1996, we are targeting a rebound for the balance of 1996
to financial levels more representative of our recently demonstrated
performance," Smith said.
     "GM-NAO and Delphi remain committed to driving costs down, increasing the
flexibility of our operations, and improving the quality of our products and
services -- all aimed at providing our customers with outstanding value," Smith
said.
     GM vehicle deliveries in the United States in the first quarter of 1996
totaled 1,152,000 units, resulting in a 31.2-percent share of the U.S. vehicle
market, down from the 31.9-percent market share in the first quarter of 1995.
(See additional information in "Highlights.")
     "Delphi Automotive Systems continued its worldwide growth in support of
its expanding customer base during the first quarter of 1996, and added to its
list of customer awards for cost reduction, quality and delivery," Smith said.
     In China, Delphi launched four new joint ventures to manufacture such
products as steering columns, rack-and-pinion steering gears, generators, and
brake components, while in India, Delphi announced plans to establish wholly
owned operations to manufacture halfshafts, front-drive axles,
constant-velocity joints, and power-and-signal-distribution systems.
     In Europe, Delphi acquired the world-class German switch company, Merit
GmbH & Co. KG.  The acquisition provides Delphi the opportunity to integrate
its electrical and optical expertise with Merit's manufacturing capabilities.

GM INTERNATIONAL OPERATIONS (GMIO)

     GM International Operations' net income for the first quarter of 1996
totaled $432 million, compared with net income of $522 million in the same
period of 1995.
     While pretax income of $577 million in the first quarter of 1996
represents a decline of $266 million, compared with $843 million in the same
period of 1995, performance in the first quarter of this year showed a
significant improvement of $467 million over the fourth quarter of 1995 when
pretax income totaled $110 million.  (See "Highlights" for additional details.)
     "Compared with the first quarter of 1995, the lower net earnings for the
quarter were largely due to unfavorable product mix and currency-exchange
movements, as well as continued cost pressures in Latin America," Smith said.
     The net-profit margin for GM's International Operations was 4.8 percent in
the first quarter of 1996, compared with 6.4 percent in the first quarter of
1995.
     GM's automotive operations in Europe reported net income of $285 million
in the first quarter of 1996, compared with net income of $328 million in the
same period of 1995.
     For the remainder of GM's International Operations, including Latin
American Operations and Asian and Pacific Operations, net income totaled $147
million in the first quarter of 1996, compared with $194 million in the
prior-year period.
     GM vehicle deliveries in Western Europe totaled 467,000 in the first
quarter of 1996, compared with 452,000 in the same period last year, with GM's
share of the total vehicle market unchanged at 12.2 percent.  (See "Highlights"
for additional information).
     "Overall, our International Operations performed well during the first
quarter of 1996 considering the unfavorable currency-exchange impact and
continued cost pressures," Smith said.  "In spite of the increasingly
competitive international market environment, International Operations achieved
a slight increase in market penetration in the first quarter of 1996."


                                     - 3 -


<PAGE>   5
UPDATE ON THE POSSIBLE SPLIT-OFF OF EDS

     GM has previously announced the approval by its board of directors of a
proposal for a split-off of EDS to GM Class E shareholders in a tax-free
exchange of stock.  On March 31, 1996, the GM board approved specific terms for
a split-off, as well as a new 10-year agreement under which EDS will continue
to be GM's principal provider of information-technology services.
     Under terms of the split-off proposal, each share of GM Class E common
stock would be exchanged for one share of EDS common stock.  In addition, EDS
will make a one-time payment of $500 million to GM.  This proposed payment
enabled the GM board to determine, in considering the overall terms, conditions
and benefits of the split-off, that the transaction is fair to all classes of
GM common stockholders.
     Final approval by holders of a majority of each of GM's three classes of
common stock will be sought in order for the split-off to be completed.  With
such approval, the split-off could occur before the end of the second quarter.
     Statements about the effect of the proposed split-off are forward-looking
statements which, by their nature, are subject to numerous uncertainties that
could cause actual results to vary.
     Additional information related to the proposed split-off is contained in a
joint solicitation statement/prospectus of GM and EDS, which has been filed
with the Securities and Exchange Commission and is scheduled to be distributed
to GM common shareholders in connection with submission of the split-off for
stockholder approval.
     No offering of securities of EDS in connection with the proposed split-off
will be made other than by means of such prospectus.

                                    Continues

                                     - 4 -
<PAGE>   6
<TABLE>
<CAPTION>
 HIGHLIGHTS - Q1 Financial Results
 (Dollars in Millions Except
 Per Share Amounts)                            First Quarter
                                           ---------------------
                                             1996        1995
                                           ---------  ----------
 <S>                                       <C>        <C>
 Sales and Revenues              
  GM sales                                 $37,162.8   $39,450.1
  GMAC financing revenues                    3,179.2     2,717.4
  Other income                               1,494.5     1,312.4
  Intersegment transactions                   (174.4)     (194.9)
                                           ---------   ---------
    Total Sales and               
     Revenues                              $41,662.1   $43,285.0
                                           =========   =========
Gross Profit Margin Percentage(1)               14.6%       19.0%
 ................................................................
Pre-Tax Income(1)                          $ 1,034.3   $ 3,002.3
Effective Income Tax Rate(1)                    34.6%       38.3%
 ................................................................
Consolidated Net Income                    $ 1,019.5   $ 2,102.2(2)
Net Profit Margin Percentage(1)                  2.7%        5.3%
 ................................................................
Earnings Attributable to Common Stocks
     $1-2/3 par value                         $714.0    $1,844.5(2)
     Class E                                  $209.2      $122.4
     Class H                                   $76.0       $63.3
 ................................................................
Earnings Per Share Attributable to Common 
 Stocks
     $1-2/3 par value                          $0.94       $2.44(2)
     Class E                                   $0.45       $0.42
     Class H                                   $0.78       $0.67
 ................................................................
Cash Dividends Per Share of Common Stocks
     $1-2/3 par value                          $0.40       $0.20
     Class E                                   $0.15       $0.13
     Class H                                   $0.24       $0.23
 ................................................................
Major Business Sector Results            
     GM-NAO/Delphi:
       Sales                                 $23,565     $27,450
                                             =======     =======
       Pre-tax income (loss)                   ($387)     $1,589
       Income tax (expense) benefit              172        (563)
       Equity income                              20          32
       Cum. effect of
            accounting change                      -         (52)
                                             -------     -------
            GM-NAO/Delphi Net Income
              (Loss)                           ($195)     $1,006(2)
                                             -------     -------
     GMIO:                                  
       Sales                                  $8,998      $8,192
                                             =======     =======
       Pre-tax income                           $577        $843
       Income tax expense                       (170)       (348)
       Equity income                              25          27
                                             -------     -------
            GMIO Net Income (3)                  432         522
                                             -------     -------
       GMAC Net Income                           309         255
       Hughes Earnings                           312         269
       Other Loss (4)                            (57)       (147)
                                             -------     -------
            Income excluding EDS                 801       1,905
       EDS Earnings                              219         197
                                             -------     -------
     Consolidated Net Income                  $1,020      $2,102
                                             =======     =======

</TABLE>


See footnotes on page 7.



                                                         continues


                                    - 5 -
<PAGE>   7
<TABLE>
<CAPTION>
    HIGHLIGHTS - Q1 Operating Information
                                                         First Quarter
                                                       ------------------
                                                       1996         1995
                                                       -----        -----
<S>                                                   <C>          <C>
    Worldwide Wholesale Sales (Units in 000s)
      United States:  Cars                               591          850
                      Trucks                             461          540
                                                       -----        -----
        Total United States                            1,052        1,390
      Canada and Mexico                                  114          140
                                                       -----        -----
          Total North America                          1,166        1,530
      Overseas                                           792          766
                                                       -----        -----
            Total Worldwide                            1,958        2,296
                                                       =====        =====
    .....................................................................
    Vehicle Unit Deliveries (Units in 000s)
    United States
      Chevrolet - Cars                                   263          242
                - Trucks                                 372          348
      Pontiac                                            127          145
      Buick                                               96          104
      Oldsmobile                                          74           80
      Cadillac                                            41           36
      Saturn                                              64           63
      SAAB                                                 6            7
      GMC                                                109          113
                                                       -----        -----
        Total United States                            1,152        1,138
    Canada and Mexico                                    103          105
                                                       -----        -----
        Total North America                            1,255        1,243
                                                       -----        -----
    International
      Europe                                             487          465
      Latin America                                      130          113
      Asian/Pacific                                      158          140
      All Other                                           33           33
                                                       -----        -----
        Total International                              808          751
                                                       -----        -----
            Total Worldwide                            2,063        1,994
                                                       =====        =====
    .....................................................................
    Market Share (% of U.S. Market)
      Cars                                              32.2%        32.7%
      Trucks                                            29.9%        30.9%
        Total                                           31.2%        31.9%
    .....................................................................
    U.S. Retail/Fleet Mix
      % Fleet Sales - Cars                              25.0%        27.7%
      % Fleet Sales - Trucks                            11.3%        14.7%
      Total Fleet Vehicles                              19.2%        22.3%
    .....................................................................
    Days Supply of Inventory -- U.S.
    Gross Landed Stock
      Cars                                                84           90
      Trucks                                              81           78
    .....................................................................  
    Capacity Utilization %
    U.S. and Canada (2-shift rated)                     69.1%        91.3%
    .....................................................................
    GM-NAO Retail Incentives
      ($ per unit)                                      $734         $693
    .....................................................................

</TABLE>

See footnotes on page 7.


                                                                continues



                                    - 6 -
<PAGE>   8
    HIGHLIGHTS - Q1 Operating Information - Concluded


<TABLE>
<CAPTION>
                                                     First Quarter
                                                   ------------------
                                                    1996        1995
                                                   -------    -------
<S>                                              <C>        <C>
    Worldwide Employment at March 31, (in 000s)
      GM-NAO/Delphi                                   430        432
      GMIO                                            109        104
      GMAC                                             17         17
      EDS                                              95         84
      Hughes                                           83         79
      NCRS                                              -          6
      Other                                            11         12
                                                      ---        ---
      Total Number of Employees                       745        734
                                                      ===        ===
    ................................................................
    Worldwide Payrolls ($ Millions)              $8,623.3   $8,417.5
    ................................................................
</TABLE>



     (1)  Calculated with GMAC on an equity basis.
     (2)  Restated to reflect the retroactive adoption, as of
          January 1, 1995, of the provisions of EITF Issue No. 95-1,
          which resulted in an unfavorable cumulative effect of $51.8
          million, or $0.07 per share of $1-2/3 par value common
          stock.
     (3)  GMIO Includes:  GM Europe                  $285       $328
                          Other GMIO                 $147       $194
     (4)  Includes Allison Transmission Division, GM Locomotive
          Group, and purchase accounting adjustments.

                                    - 7 -
<PAGE>   9
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENT OF INCOME
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                        March 31,
                                                                             ------------------------------
                                                                                1996                1995
                                                                             ---------            ---------
                                                                                 (Dollars in Millions)

<S>                                                                          <C>                 <C>
NET SALES AND REVENUES
  Manufactured products                                                      $34,657.5            $37,477.4
  Financial services                                                           3,179.2              2,717.4
  Computer systems services                                                    2,404.7              1,878.3
  Other income                                                                 1,420.7              1,211.9
                                                                             ---------            ---------

     TOTAL NET SALES AND REVENUES                                             41,662.1             43,285.0
                                                                             ---------            ---------

COSTS AND EXPENSES
  Cost of sales and other
     operating charges, exclusive
     of items listed below                                                    31,742.2             31,951.9
  Selling, general, and
     administrative expenses                                                   3,293.5              3,097.1
  Interest expense                                                             1,457.1              1,489.0
  Depreciation of real estate,                                                 
     plants, and equipment                                                     2,358.8              2,031.0
  Amortization of special tools                                                  760.7                868.2
  Amortization of intangible
     assets                                                                       61.1                 50.3
  Other deductions                                                               413.6                317.8
                                                                             ---------            ---------
     TOTAL COSTS AND EXPENSES                                                 40,087.0             39,805.3
                                                                             ---------            ---------
INCOME BEFORE INCOME TAXES                                                     1,575.1              3,479.7
Income taxes                                                                     555.6              1,325.7
                                                                             ---------            ---------
Income before cumulative
  effect of accounting change                                                  1,019.5              2,154.0
Cumulative effect of accounting
  change (Note 2)                                                                    -                (51.8)
                                                                             ---------            ---------
NET INCOME                                                                     1,019.5              2,102.2
Dividends on preference stocks                                                    20.3                 72.0
                                                                             ---------            ---------
INCOME ON COMMON STOCKS                                                      $   999.2            $ 2,030.2
                                                                             =========            =========
</TABLE>

Reference should be made to the Notes to Consolidated Financial Statements.








                                                                      Continues


                                    - 8 -
<PAGE>   10
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF INCOME - CONCLUDED
                                  (UNAUDITED)


<TABLE>
<CAPTION>  
                                                             Three Months Ended
                                                                  March 31,
                                                            --------------------
                                                               1996       1995
                                                            ---------  ---------
                                                           (Dollars in Millions
                                                                   Except
                                                              Per Share Amounts)
<S>                                                         <C>        <C>
EARNINGS ATTRIBUTABLE TO COMMON STOCKS
  $1-2/3 par value before cumulative
    effect of accounting change                              $714.0    $1,896.3
  Cumulative effect of accounting change (Note 2)                 -       (51.8)
                                                             ------    --------
  Net earnings attributable to $1-2/3 par value              $714.0    $1,844.5
                                                             ======    ========
                                                             
  Net earnings attributable to Class E                       $209.2      $122.4
                                                             ======    ========
                                                             
  Net earnings attributable to Class H                        $76.0       $63.3
                                                             ======    ========

AVERAGE NUMBER OF SHARES OF COMMON STOCKS 
  OUTSTANDING (IN MILLIONS)
    $1-2/3 par value                                          755.2       752.6
    Class E                                                   463.2       300.0
    Class H                                                    97.4        94.2
                                                              
EARNINGS PER SHARE ATTRIBUTABLE TO COMMON STOCKS              
  $1-2/3 par value before cumulative                          
    effect of accounting change                               $0.94       $2.51
  Cumulative effect of accounting change                      
    (Note 2)                                                      -       (0.07)
                                                              -----    --------
  Net earnings attributable to $1-2/3 par value               $0.94       $2.44
                                                              =====    ========
                                                              
  Net earnings attributable to Class E                        $0.45       $0.42
                                                              =====    ========
                                                              
  Net earnings attributable to Class H                        $0.78       $0.67
                                                              =====    ========
                                                              
CASH DIVIDENDS PER SHARE OF COMMON STOCKS                     
    $1-2/3 par value                                          $0.40       $0.20
    Class E                                                   $0.15       $0.13
    Class H                                                   $0.24       $0.23
</TABLE>




Reference should be made to the Notes to Consolidated Financial Statements.

                                    - 9 -
<PAGE>   11
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS


<TABLE>
<CAPTION>
                                                March 31,               March 31,
                                                 1996       Dec. 31,     1995
                                              (Unaudited)     1995     (Unaudited)
                                              -----------  ----------  -----------
                                                      (Dollars in Millions)
<S>                                           <C>          <C>         <C>
Cash and cash equivalents                      $  8,836.8  $ 11,044.3   $ 10,418.9
Other marketable securities                       5,490.5     5,598.6      5,602.3
                                               ----------  ----------   ----------
  Total cash and marketable securities           14,327.3    16,642.9     16,021.2
Finance receivables - net                        59,092.5    59,806.5     57,867.9
Accounts and notes receivable - net               9,722.1     9,988.4      9,563.6
Inventories - net                                12,561.4    11,529.5     11,404.7
Contracts in process - net                        2,708.9     2,469.2      2,647.3
Net equipment on operating leases                27,770.6    27,702.3     26,188.8
Deferred income taxes                            19,477.0    19,028.3     18,482.6
Property
  Real estate, plants, and equipment-at cost     74,451.0    73,652.3     72,166.2
  Less accumulated depreciation                  44,414.9    44,083.2     44,144.4
                                               ----------  ----------   ----------
     Net real estate, plants, and equipment      30,036.1    29,569.1     28,021.8
  Special tools - net                             8,294.1     8,170.7      7,556.8
                                               ----------  ----------   ----------
       Total property                            38,330.2    37,739.8     35,578.6

Intangible assets - net                          11,453.9    11,428.6     11,803.1
Other assets - net                               21,104.8    21,862.4     21,615.0
                                               ----------  ----------   ----------
     TOTAL ASSETS                              $216,548.7  $218,197.9   $211,172.8
                                               ==========  ==========   ==========
</TABLE>



Certain amounts for 1995 were reclassified to conform with the 1996
classifications.


Reference should be made to the Notes to Consolidated Financial Statements.





                                                                       Continues

                                    - 10 -
<PAGE>   12
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEET - CONCLUDED

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                 March 31,                 March 31,
                                                   1996         Dec. 31,     1995
                                                (Unaudited)      1995     (Unaudited)
                                                -----------    --------    -----------
                                                    (Dollars in Millions Except
                                                        Per Share Amounts)
<S>                                               <C>         <C>         <C>
LIABILITIES
  Accounts payable                                $ 11,743.2  $ 12,973.3  $ 13,247.7
  Notes and loans payable                           82,647.0    83,323.5    76,300.9
  Income taxes - deferred and payable                3,249.6     3,231.6     3,491.7
  Postretirement benefits other than
    pensions                                        42,014.9    41,595.1    40,408.5
  Pensions                                           5,251.4     6,842.3     6,804.2
  Other liabilities and deferred credits            47,620.8    46,886.6    49,155.1
                                                  ----------  ----------  ----------
      TOTAL LIABILITIES                            192,526.9   194,852.4   189,408.1
                                                  ----------  ----------  ----------
STOCKS SUBJECT TO REPURCHASE                               -           -       450.0
                                                  ----------  ----------  ----------
STOCKHOLDERS' EQUITY
  Preference stocks
    Series B 9-1/8% Depositary Shares, $0.5,
      $0.5, and $1.1;
    Series C Depositary Shares, $-, $0.3,
      and $0.3;
    Series D 7.92% Depositary Shares, $0.1,
      $0.1, and $0.4; and
    Series G 9.12% Depositary Shares, $0.3,
      $0.3, and $0.6 in March 1996,
    December 1995, and March 1995)
    (Note 3)                                             0.9         1.2         2.4
  Common stocks
    $1-2/3 par value (issued, 756,621,525,
      753,008,273, and 747,629,128 shares)           1,261.0     1,255.0     1,246.0
    Class E (issued, 487,568,555, 442,812,166,
      and 442,432,315 shares) (Note 3)                  48.8        44.3        44.2
    Class H (issued, 98,154,411, 97,152,014,
      and 80,236,772 shares)                             9.8         9.7         8.0
  Capital surplus (principally additional
    paid-in capital)                                19,114.1    18,870.9    19,244.7
  Net income retained for use in the business        7,781.9     7,185.4     3,609.4
                                                  ----------  ----------  ----------
      Subtotal                                      28,216.5    27,366.5    24,154.7
  Minimum pension liability adjustment              (4,742.2)   (4,736.3)   (3,548.4)
  Accumulated foreign currency translation
    adjustments                                        118.3       222.5       377.4
  Net unrealized gains on investments in
    certain debt and equity securities                 429.2       492.8       331.0
                                                  ----------  ----------  ----------
      TOTAL STOCKHOLDERS' EQUITY                    24,021.8    23,345.5    21,314.7
                                                  ----------  ----------  ----------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $216,548.7  $218,197.9  $211,172.8
                                                  ==========  ==========  ==========
</TABLE>



Certain amounts for 1995 were reclassified to conform with the 1996
classifications.


Reference should be made to the Notes to Consolidated Financial Statements.


                                    - 11 -

<PAGE>   13
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                     March 31,
                                                                ----------------------
                                                                  1996         1995
                                                                --------     --------
                                                                (Dollars in Millions)
<S>                                                            <C>          <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                      $  2,394.7   $  5,047.0
                                                               ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Expenditures for real estate, plants, and
    equipment                                                    (1,478.9)    (1,153.8)
  Expenditures for special tools                                   (866.6)      (725.3)
  Other                                                            (545.0)        54.0
  Change in other investing assets
    Investments in other marketable securities -
       acquisitions                                              (5,129.2)    (5,738.1)
    Investments in other marketable securities -
       liquidations                                               5,246.8      5,271.7
    Finance receivables - acquisitions                          (39,145.0)   (42,056.7)
    Finance receivables - liquidations                           33,812.0     33,770.5
    Proceeds from sales of finance receivables                    5,876.2      6,051.6
    Operating leases - acquisitions                              (5,212.3)    (4,140.6)
    Operating leases - liquidations                               3,755.3      1,646.7
                                                               ----------   ----------
       NET CASH USED IN INVESTING ACTIVITIES                     (3,686.7)    (7,020.0)
                                                               ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in short-term loans payable            (2,385.9)       360.6
  Increase in long-term debt                                      5,262.1      6,167.5
  Decrease in long-term debt                                     (3,483.7)    (4,565.8)
  Repurchases of common and preference stocks                        (0.2)      (303.3)
  Proceeds from issuing common stocks                               195.1        112.0
  Cash dividends paid to stockholders                              (422.8)      (278.6)
                                                               ----------   ----------
       NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         (835.4)     1,492.4
                                                               ----------   ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS        (80.1)       (39.5)
                                                               ----------   ----------
Net decrease in cash and cash equivalents                        (2,207.5)      (520.1)
Cash and cash equivalents at beginning of
  the period                                                     11,044.3     10,939.0
                                                               ----------   ----------
Cash and cash equivalents at end of the period                 $  8,836.8   $ 10,418.9
                                                               ==========   ==========
</TABLE>

Certain amounts for 1995 were reclassified to conform with the 1996
classifications.

Reference should be made to the Notes to Consolidated Financial Statements.

                                    - 12 -
<PAGE>   14
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1.  EDS SPLIT-OFF

     General Motors has previously announced the approval by its Board of
Directors of a proposal for a split-off of EDS to General Motors Class E
shareholders in a tax-free exchange of stock.  On March 31, 1996, the General
Motors Board of Directors (the GM Board) approved specific terms for a
split-off, as well as a new 10-year agreement under which EDS will continue to
be General Motors' principal provider of information-technology services.
     Under terms of the split-off proposal, each share of General Motors Class
E common stock would be exchanged for one share of EDS common stock.  In
addition, EDS will make a one-time payment of $500 million to General Motors.
This proposed payment enabled the GM Board to determine, in considering the
overall terms, conditions and benefits of the split-off, that the transaction
is fair to all classes of General Motors common stockholders.
     Final approval by holders of a majority of each of General Motors' three
classes of common stock will be sought in order for the split-off to be
completed.  With such approval, the split-off could occur before the end of the
second quarter.
     Statements about the effect of the proposed split-off are forward-looking
statements which, by their nature, are subject to numerous uncertainties that
could cause actual results to vary.
     Additional information related to the proposed split-off is contained in a
joint solicitation statement/prospectus of General Motors and EDS, which has
been filed with the Securities and Exchange Commission and is scheduled to be
distributed to General Motors common shareholders in connection with submission
of the split-off for stockholder approval.
     No offering of securities of EDS in connection with the proposed split-off
will be made other than by means of such prospectus.

NOTE 2.  NEW ACCOUNTING STANDARDS AND ACCOUNTING CHANGES

     General Motors adopted Statement of Financial Accounting Standards (SFAS)
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of, effective as of January 1, 1996.  The effect of
adoption was not material.
     The Emerging Issues Task Force of the Financial Accounting Standards Board
(EITF) reached a consensus in November 1995 on its Issue No. 95-1 and concluded
that a manufacturer must account for the sale of equipment as an operating
lease if it guarantees the resale value of the equipment to the purchaser.
Accordingly, the Corporation modified its revenue recognition policy on sales
to daily rental car companies to conform to the consensus.  Adoption of this
consensus, effective January 1, 1995, resulted in an unfavorable cumulative
effect of $51.8 million after-tax ($0.07 per share) attributable to $1-2/3 par
value common stock, and increases in net equipment on operating leases of $4.4
billion and other liabilities and deferred credits of $4.6 billion.

NOTE 3.  SERIES C PREFERENCE STOCK CONVERSION AND REDEMPTION

     During the 1996 first quarter, approximately 44.7 million shares of Class
E common stock were issued upon conversion of approximately 3.2 million shares
of Series C Preference Stock (represented by depositary shares).  The remaining
6,784 shares of Series C Preference Stock were redeemed on February 22, 1996 at
an aggregate market price of $3.6 million, or $524.20 per share of Series C
Preference Stock ($52.42 per depositary share).                             

                                     - 13 -
<PAGE>   15
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

               RESULTS OF OPERATIONS WITH GMAC ON AN EQUITY BASIS

     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>
     UNAUDITED CONSOLIDATED STATEMENT OF INCOME       Three Months Ended
     WITH GMAC ON AN EQUITY BASIS                         March 31,
                                                   ------------------------
                                                          1996         1995
                                                   -----------  -----------
                                                     (Dollars in Millions)
     <S>                                           <C>          <C>
     NET SALES AND REVENUES (1)                      $37,162.8    $39,450.1
                                                     ---------    ---------
     COSTS AND EXPENSES
         Cost of sales and other operating
            charges, exclusive of items
            listed below                              31,736.2     31,951.6
         Selling, general, and
            administrative expenses                    2,757.2      2,632.0
         Depreciation of real estate, plants, and
            equipment                                  1,198.2      1,034.8
         Amortization of special tools                   760.7        868.2
         Amortization of intangible assets                38.2         37.0
                                                     ---------    ---------
     TOTAL COSTS AND EXPENSES                         36,490.5     36,523.6
                                                     ---------    ---------
     Operating Income                                    672.3      2,926.5
     Other income less income
       deductions - net                                  593.4        373.8
     Interest expense                                   (231.4)      (298.0)
                                                     ---------    ---------
     INCOME BEFORE INCOME TAXES                        1,034.3      3,002.3
     Income taxes                                        357.4      1,150.0
                                                     ---------    ---------
     Income after Income Taxes                           676.9      1,852.3
     Earnings of nonconsolidated
       affiliates                                        342.6        301.7
                                                     ---------    ---------
     Income before cumulative
       effect of accounting change                     1,019.5      2,154.0
     Cumulative effect of accounting
       change (2)                                            -        (51.8)
                                                     ---------    ---------
     NET INCOME                                      $ 1,019.5    $ 2,102.2
                                                     =========    =========
</TABLE>



(1)  Includes sales to nonconsolidated affiliates of $362.6 million and $278.6
     million, respectively.
(2)  Effective January 1, 1995, the Corporation adopted the provisions of EITF
     Issue No. 95-1, resulting in an unfavorable cumulative effect of $51.8
     million, or $0.07 per share of $1-2/3 par value common stock.

                                     - 14 -
<PAGE>   16
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

      UNAUDITED CONSOLIDATED BALANCE SHEET WITH GMAC ON AN EQUITY BASIS

                                     ASSETS

<TABLE>
<CAPTION>
                                           March 31,     Dec. 31,    March 31,
                                               1996         1995         1995
                                         ----------  -----------  -----------
                                                 (Dollars in Millions)
   <S>                                   <C>         <C>          <C>
   Cash and cash equivalents             $  7,474.5   $  9,595.7   $  8,913.0
   Other marketable securities              1,171.3      1,270.4      1,357.5
                                         ----------   ----------   ----------
   Total cash and marketable securities     8,645.8     10,866.1     10,270.5
   Accounts and notes receivable - net
     Trade                                  8,407.6      8,513.7      8,505.1
     Nonconsolidated affiliates             2,077.9      2,256.8      3,893.8
   Inventories - net                       12,561.4     11,529.5     11,404.7
   Contracts in process - net               2,708.9      2,469.2      2,647.3
   Net equipment on operating leases        3,908.6      4,392.6      4,392.6
   Deferred income taxes and other          5,817.9      5,820.3      6,868.5
                                         ----------   ----------   ----------
   TOTAL CURRENT ASSETS                    44,128.1     45,848.2     47,982.5
   Equity in Net Assets of
     Nonconsolidated Affiliates             9,669.1      9,983.0      9,616.5
   Deferred Income Taxes                   17,119.3     16,783.2     15,337.3
   Other Investments and Miscellaneous
     Assets                                13,486.2     13,757.5     15,205.0
   Property - Net                          38,196.6     37,609.6     35,474.1
   Intangible Assets - Net                 11,288.3     11,261.8     11,628.2
                                         ----------   ----------   ----------
    TOTAL ASSETS                         $133,887.6   $135,243.3   $135,243.6
                                         ==========   ==========   ==========

<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                      <C>        <C>           <C>
Accounts payable                         $  9,409.4   $ 10,975.7   $ 11,205.4
Loans payable                               2,018.9      2,434.7      1,335.2
Income taxes payable                              -        126.9        815.5
Accrued liabilities and customer 
 deposits                                  29,430.8     29,920.4     31,602.9
Stocks subject to repurchase                      -            -        450.0
                                         ----------   ----------   ----------
TOTAL CURRENT LIABILITIES                  40,859.1     43,457.7     45,409.0
Long-Term Debt                              6,619.7      5,967.8      6,179.7
Payable to GMAC                                   -            -      1,392.0
Capitalized Leases                            163.4        166.2        139.2
Postretirement Benefits Other Than
  Pensions                                 39,409.7     39,001.0     37,840.2
Pensions                                    5,251.4      5,744.9      4,243.7
Other Liabilities and Deferred                         
  Income Taxes                             15,961.2     16,058.9     17,075.1
Deferred Credits                            1,601.3      1,501.3      1,650.0
Stockholders' Equity                       24,021.8     23,345.5     21,314.7
                                         ----------   ----------   ----------
    TOTAL LIABILITIES AND STOCKHOLDERS' 
     EQUITY                              $133,887.6   $135,243.3   $135,243.6
                                         ==========   ==========   ==========
</TABLE>



Certain amounts for 1995 were reclassified to conform with the 1996
classifications.


                                     - 15 -
<PAGE>   17
                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES




<TABLE>
<CAPTION>
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS          Three Months Ended
WITH GMAC ON AN EQUITY BASIS                                          March 31,
                                                                ----------------------
                                                                  1996        1995
                                                                ---------  -----------
                                                                (Dollars in Millions)
<S>                                                            <C>          <C>
NET CASH PROVIDED BY (USED IN) OPERATING  ACTIVITIES            $  (394.9)   $ 1,552.0
                                                                ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Expenditures for real estate, plants,
    and equipment                                                (1,434.9)    (1,131.3)
  Expenditures for special tools                                   (866.6)      (725.3)
  Change in other investing assets
    Investments in other marketable
       securities - acquisitions                                 (2,241.0)    (2,121.9)
    Investments in other marketable
       securities - liquidations                                  2,340.1      2,009.4
    Operating leases - acquisitions                              (1,002.0)      (524.0)
    Operating leases - liquidiations                              1,499.2        117.4
  Other                                                              56.0       (104.5)
                                                                ---------    ---------
       NET CASH USED IN INVESTING ACTIVITIES                     (1,649.2)    (2,480.2)
                                                                ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in long-term debt                                      1,885.2        349.4
  Decrease in long-term debt                                     (1,236.7)      (252.0)
  Repurchases of common and preference stocks                        (0.2)      (303.3)
  Cash dividends paid to stockholders                              (422.8)      (278.6)
  Other                                                            (220.7)       627.5
                                                                ---------    ---------
    NET CASH PROVIDED BY FINANCING ACTIVITIES                         4.8        143.0
                                                                ---------    ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS        (81.9)       (33.2)
                                                                ---------    ---------
Net decrease in cash and
  cash equivalents                                               (2,121.2)      (818.4)
Cash and cash equivalents at beginning of                       
  the period                                                      9,595.7      9,731.4
                                                                ---------    ---------
Cash and cash equivalents at end of the period                  $ 7,474.5    $ 8,913.0
                                                                =========    =========
</TABLE>



Certain amounts for 1995 were reclassified to conform with the 1996
classifications.

                                     - 16 -
<PAGE>   18
                               EDS News Release
 
PLANO, Texas -- Coming off a year in which it posted record earnings and        
surpassed $12 billion in revenues and $10 billion in new contract awards, EDS
announced today that it had registered another strong financial performance in
the first quarter, winning significant new business and recording continued
double-digit revenue and net-income growth as it moved toward possible status
as an independent company. 
 
The global information services company reported a 21 percent jump in 
first-quarter operating revenues and an 11 percent increase in net income. 
 
EDS said that for the quarter ended March 31, 1996, operating revenues rose     
$591 million to $3.367 billion, compared with $2.776 billion in the
corresponding period last year.  First-quarter net income increased from
$196.8 million a year ago to $218.8 million, a rise of $22 million, and new 
contract signings totaled more than $1 billion. 
 
First-quarter earnings were negatively impacted by $0.03 per share as a result  
of certain rate adjustments retroactive to Jan. 1, 1996, under the terms of a
new 10-year services agreement between EDS and its parent, General Motors
Corporation, announced earlier this month. 
 
On a per-share basis, EDS' first-quarter earnings amounted to $0.45, after the  
$0.03 per share reduction just described -- an increase from $0.42 in the
corresponding period a year ago.  The earnings of EDS (Electronic Data Systems
Corporation), an indirect wholly owned subsidiary of GM, are used to calculate
the earnings per share of General Motors Class E common stock  (NYSE symbol
GME). 
 
Business from sources outside General Motors continued to grow rapidly in the   
quarter, as did international business.  EDS' "base," or non-GM, operating
revenues rose 28 percent over 1995 first-quarter figures and accounted for
more than 71 percent of EDS' total first-quarter revenues.  Revenues from
outside the United States were up 39 percent and made up 32 percent of EDS' 
first-quarter total.  During the first quarter, EDS expanded its operations
into Indonesia, an important Pacific Rim market and the 41st country in which
EDS now serves customers. 
 
It was the 34th consecutive quarter in which EDS' revenues increased over the   
corresponding quarter of the prior year and the 20th quarter in a row of
double-digit growth in net income.  
 
HELPS CUSTOMERS IMPROVE BUSINESS PERFORMANCE  
"EDS' first-quarter results reflect strong growth across geographical lines," 
said EDS Chairman Les Alberthal.  "Through an expanding array of innovative 
applications of information and technology, EDS is helping more customers in 
more countries than ever before fulfill their potential. 
 
"Increasingly, businesses and governments around the globe are recognizing the  
strategic role of information and technology in achieving their goals.  As a
result, many are turning to EDS for help with their overall business
performance, not just technology, and that is helping to fuel our growth," 
Alberthal said. 


                                      17
<PAGE>   19
]
The quarter was highlighted by continued progress toward a possible split-off   
of EDS from GM and by EDS' winning of major new agreements with a wide variety
of customers, including Federal Mogul, Southwest Airlines and the Spanish
financial institution La Caixa. 
 
On March 31, the General Motors Board of Directors approved the split-off       
proposal, which would allow holders of GM Class E stock to exchange their
shares on a one-for-one basis for EDS common stock.  Final approval by holders
of all three classes of GM common stock is required before a split-off of EDS
becomes effective.  With such approval, the split-off, which is intended to 
better position EDS for future growth, could occur before the end of the second
quarter. 
 
(As previously announced, EDS expects that revenues generated from services     
performed for GM in 1996 will be slightly lower than in 1995.  EDS expects
that these changes could reduce its 1996 earnings by $0.07 to $0.14 per share,
including the $0.03 per share recorded in the first quarter.   EDS also said
that it expects to record approximately $0.08 per share in additional split-off
costs in 1996.   
 
EDS also announced previously that it will incur a pre-tax, nonrecurring charge 
in the second quarter of 1996 in connection with a voluntary early retirement
offer to some of its U.S. employees and a limited workforce realignment.  It
also said that it was considering certain other restructuring  actions.  EDS
estimates that the amount of the aggregate charge could be in the range of $500 
million to $750 million on a pre-tax basis [$0.66 to $0.99 per share, after
tax]). 
 
Among the new contracts won by EDS in the first quarter was a 10-year  
outsourcing agreement with Federal Mogul, a worldwide vehicle parts
manufacturer.  Under the contract, EDS will provide Federal Mogul with its new
"SupplySource" collection of services, which will enable the outsourcing of
the company's domestic maintenance, repair and operations procurement
functions. 
 
A LEADER IN CLIENT/SERVER TECHNOLOGY  
EDS continues to be viewed as a provider of choice in client/server technology 
and its applications as a growing number of organizations worldwide move from
a mainframe to a distributed computing environment.  In the travel and
transportation arena, EDS was awarded additional new business in the first
quarter by two major U.S. domestic air carriers -- Southwest Airlines and 
Continental Airlines.  For Southwest, EDS will develop a new
client/server-based cargo accounting tracking and tracing system, which
will automate the airline's point-of-sale cargo business and related
accounting processes.  EDS is developing a new client/server-based passenger
revenue accounting system for Continental Airlines, designed to reduce the
cost of revenue accounting.  
 
In Europe, EDS was awarded a 10-year agreement with AGIE S.A. LOSONE, a major   
Swiss producer of machines for the tool industry worldwide. EDS will assume
responsibility for AGIE's entire information technology (IT) infrastructure
and move the company's legacy systems to a client/server environment.  EDS
also will provide help-desk services, mobile presentation sales tools and
personal productivity tools. 
 
In Spain, EDS entered into an eight-year technological partnership with La      
Caixa, Europe's largest savings and loan, headquartered in Barcelona.  In the
first four-year phase of the agreement, EDS will provide full outsourcing
services to 21 subsidiaries of La Caixa -- including five banks, six insurance
companies and 10 finance companies -- and will manage La Caixa's extensive 
communications network, which links 2,500 bank branches, 4,000 automated teller
machines and more than 40,000 point-of-sale terminals.  

                                      18
<PAGE>   20

Another European financial institution, Credit Agricole, one of France's        
largest banks, awarded a systems integration contract to EDS to install a
software package for a bank subsidiary.  The specialized software will support
employee savings plans, a rapidly growing market in France.  EDS also will
operate the savings plan system, which will be connected to three
stock-processing back-offices and to Credit Agricole's regional branches. 
 
In another development in Europe, EDS won a 10-year "co-sourcing" agreement     
with Swebus Sweden AB, the largest bus company in Northern Europe.  EDS will
be responsible for Swebus' existing IT infrastructure, systems operations and
maintenance and staff.  EDS and Swebus also will jointly design and implement
a program to improve Swebus' business operations. 
 
Another major European company, Deutsche Telekom MobilNet GmbH (DeTeMobil) of   
Germany, awarded EDS a 10-year contract to manage all data clearing activities
for DeTeMobil's mobile telephone "roaming partners" worldwide -- a total of
more than 50 mobile communications operators in 33 countries.  DeTeMobil, with
headquarters in Bonn, is the largest provider of cellular phone service in
Germany. 
 
EDS' GLOBAL EXPANSION CONTINUES  
In the Asia-Pacific market, EDS entered Indonesia for the first time when it   
established a joint venture IT company with the Danamon Group, one of the 
largest financial services groups in that country.  As a part of the agreement,
the joint-venture company will negotiate a five-year contract to provide 
services to Bank Danamon, the second-largest private commercial bank in 
Indonesia.   
 
In Hong Kong, EDS was awarded four contracts totalling $20 million to design    
and implement application software for four separate divisions of the airport
authority at the new Chep Lap Kok airport. These contracts represent an 
expansion in the relationship between EDS and the airport authority.  In 1995,
EDS won a contract to supply a fully integrated flight management and gate 
resource allocation system for the new airport. 
 
Also in Hong Kong, EDS was selected to provide CargoNet, a Hong Kong-based      
global electronic data interchange and information service provider to the
trade and transportation industry, with client/server systems, management
services and round-the-clock call management services.  EDS will assume
responsibility for CargoNet's computer and help-desk operations and migrate its 
systems to EDS' new data center and customer assistance center in Kowloon.   
 
EDS continued to expand in South America with the addition of significant new   
business in Argentina.  Banco Rio de la Plata, the largest private bank in
Argentina, signed a four-year contract with EDS to implement an automation
system for the bank's 174 branches throughout Argentina.   
 
Molinos Rio de la Plata, Argentina's leading food industry company, selected    
EDS for systems development and implementation services, including a
client/server application to automate the company's warehouses and picking
system.   
 
In the government sector, the State of North Carolina awarded EDS a five-year   
contract to implement and operate a client/server customer support system. 
The point-of-sale system will automate the sale and issuance of hunting and
fishing licenses and boat registrations by the North Carolina Wildlife
Resources Commission.  The system, which will reduce the state's operating and 
administrative costs associated with recreational sports, also will support the
sale of licenses via the Internet. 

                                      19
<PAGE>   21

ENHANCING STATES' DELIVERY OF HEALTH CARE SERVICES        

EDS won additional business in the first quarter from a number of state    
governments to enhance the delivery of health care services to their citizens.
In this regard, EDS signed a one-year extension of an existing agreement with
the State of Mississippi Division of Medicaid to provide fiscal agent and 
managed care services.  EDS will function as the state's health benefits 
manager, with responsibilities for marketing, educating and enrolling Medicaid 
recipients in health maintenance organizations and with primary care 
providers.  EDS also will modify the state's Medicaid management information 
system to allow for the collection and distribution of data from the provider
community. 
 
EDS also received a two-and-one-half year contract extension from the   
California Department of Social Services to continue managing and operating
the case management, information and payroll system for the State of
California's In-Home Supportive Services Program.  Since 1980, EDS has been
responsible for regularly enhancing and customizing this system to help
California respond quickly and accurately to state and federal program
requirements. 
 
And in Arkansas, EDS received an 82-month contract to expand current operations 
and enhance the state's Medicaid Management Information System.  EDS will
implement and support an executive information system and decision support
system designed to improve Arkansas' health care delivery services for
Medicaid claims. 
 
Also in the first quarter, EDS completed preparations for its part in the 1996  
JASON Project.  For the seventh straight year, EDS is serving as the
technology provider and founding sponsor of the project, a unique partnership
between the public and private sectors which, through the use of advanced
interactive technology, enables students in the U.S. and other countries to
participate in an annual scientific expedition.  This year's project, JASON
VII, which began on April 15 and will run through Friday, features research on
the underwater geology and sea life in the vicinity of the Florida Keys.  The
JASON Project is part of EDS' extensive Education Outreach program, a 
corporation-wide effort to help children by improving the quality of education,
particularly in the areas of mathematics and science.  The Education Outreach
program features EDS partnerships with 125 schools, where more than 5,000 EDS
employees volunteer their time and energy to help students improve their study
habits and grades. 

                                   Continues

                                      20
<PAGE>   22
SUMMARY OF RESULTS OF OPERATIONS 
(in millions except per share amounts) 
 
 

<TABLE>
<CAPTION>
                                                      Three Months Ended 
                                                             March 31,   
                                                      --------------------
                                                         1996       1995    
                                                      ---------   ---------
<S>                                                   <C>         <C>
Systems and Other Contracts  
  Revenues                                            $3,366.9     $2,776.3 
 
Costs and Expenses                                     3,008.0      2,457.1 
                                                      --------     --------
 
Operating Income                                         358.9        319.2 
 
Interest and Other Income, Net                           (17.0)       (11.7) 
                                                      --------     --------
 
Income Before Income Taxes                               341.9        307.5 

Provision for Income Taxes                               123.1        110.7 
                                                      --------     --------
 
Separate Consolidated Net Income                      $  218.8     $  196.8 
                                                      ========     ========
 
Earnings Attributable to GM Class E      
Common Stock on a Per Share Basis                        $0.45        $0.42 
 
Cash Dividends Per Share of 
GM Class E Common Stock                                  $0.15        $0.13 
</TABLE>

 
 
 
 
 
 Revenues related to GM and affiliates amounted to $962.2 million and $898.0
  million for the three months ended March 31, 1996 and 1995, respectively.
 
 
 
 
 
                                      21
<PAGE>   23
SUMMARY OF CONSOLIDATED BALANCE SHEETS 
(in millions) 

<TABLE>
<CAPTION>
                                                      March 31,     Dec. 31, 
                                                        1996          1995
                                                      ---------     --------
<S>                                                   <C>          <C>
ASSETS 
CURRENT ASSETS 
Cash and marketable securities                        $ 1,020.6     $   638.6 
Accounts receivable                                     3,122.3       3,169.0 
Inventories                                               184.9         181.2 
Prepaids and other                                        406.7         392.7 
                                                      ---------     ---------

TOTAL CURRENT ASSETS                                    4,734.5       4,381.5 
 
PROPERTY AND EQUIPMENT, NET                             3,262.0       3,242.4 
 
OPERATING AND OTHER ASSETS                              3,119.3       3,208.5 
                                                      ---------     ---------
 
TOTAL ASSETS                                          $11,115.8     $10,832.4 
                                                      =========     =========
 
LIABILITIES AND STOCKHOLDER'S EQUITY 
 
CURRENT LIABILITIES 
Accounts payable                                      $   530.9     $   603.9 
Accrued liabilities                                     1,551.6       1,704.5 
Deferred revenue                                          633.7         629.3 
Income taxes                                              146.9          75.9 
Notes payable                                             238.7         247.8 
                                                      ---------     ---------
 
TOTAL CURRENT LIABILITIES                               3,101.8       3,261.4 
 
DEFERRED INCOME TAXES                                     749.0         739.7 
 
NOTES PAYABLE                                           2,109.2       1,852.8 
 
TOTAL STOCKHOLDER'S EQUITY                              5,155.8       4,978.5 
                                                      ---------     ---------
 
TOTAL LIABILITIES 
AND STOCKHOLDER'S EQUITY                              $11,115.8     $10,832.4 
                                                      =========     =========
</TABLE>

                                   * * * *

                                      22
<PAGE>   24
                              GMAC News Release




        Detroit -- General Motors Acceptance Corporation (GMAC) reported
first-quarter 1996 consolidated net income of $309 million, up 21% from $255
million earned in the first quarter of 1995, GMAC President John R. Rines
announced today.

        In the first quarter of 1996, net income from financing operations,
including the GMAC Mortgage Group, totaled $272 million, up 26% from $216
million earned in the first quarter of 1995. The increase is primarily due to
improvement in North American financing margins and an increase in earnings at
the mortgage operations.

        Motors Insurance Corporation, GMAC's insurance subsidiary, generated net
income of $37 million in the first quarter, compared with $39 million earned
one year ago. The decrease is due to lower capital gains, partially offset by
improved underwriting results.

                                  *  *  *  *

                             Hughes News Release



     LOS ANGELES, April 19, 1996 - Hughes Electronics Corporation (Hughes)
today reported first quarter earnings, before the effects of purchase
accounting adjustments related to General Motors' (GM) acquisition of Hughes
Aircraft Company, of $311.7 million, or $0.78 per share of GM Class H common
stock.

     Revenues for the period were $3,736.7 million, a 4.4% increase from the
$3,578.8 million reported in the first quarter of 1995.

     Earnings for the first quarter of 1996 increased 15.9% from the $268.9
million reported in the first quarter of 1995.  Earnings per share increased
16.4% to $0.78 per share from $0.67 per share in 1995.  The 1996 first quarter
earnings included a $71.6 million after-tax gain ($0.18 per share) from the
sale of a 2.5% equity interest in DIRECTV (R) to AT&T.

     Operating profit (excluding GM purchase accounting adjustments) was $385.2
million for the first quarter, a 9.5% decrease from the operating profit of
$425.6 million reported during the comparable period in 1995.  The operating
profit margin on the same basis was 10.7% for the quarter compared with 11.9%
in the first quarter of 1995.

     C. Michael Armstrong, Hughes Chairman and Chief Executive Officer, said
that first quarter sales growth was propelled by DIRECTV subscriber growth,     
Galaxy(R) satellite transponder sales and the 1995 acquisitions of CAE-Link and
Magnavox Electronic Systems Company by Hughes Aircraft Company, which more than
offset the decline in Delco Electronics revenues due to lower GM production
volumes related to a 17-day strike at two GM component


                                      23
<PAGE>   25
plants in Dayton, Ohio.  Mr. Armstrong attributed the decline in operating
profit to the reduced GM production volumes which more than offset growth from
DIRECTV subscribers and Galaxy satellite transponder sales.

                   SEGMENT FINANCIAL REVIEW:   FIRST QUARTER

                             AUTOMOTIVE ELECTRONICS

     Revenues for the quarter were $1,271.8 million, a decrease of 15.0% from
revenues of $1,496.2 million for the same period in 1995.  The decline reflects
a 24.6% decrease in GM vehicles produced in North America primarily related to
a 17-day strike at two GM component plants in Dayton, Ohio that resulted in the
temporary shutdown of 26 of 29 GM North American assembly plants.  This
reduction more than offset a 25.6% increase in international and non-GM sales
(from $195 million to $245 million) and a 7.0% increase in Hughes-supplied
electronic content in GM vehicles produced in North America (from $868 per
vehicle to $929 per vehicle).

     Operating profit decreased 37.6% in the first quarter to $159.3 million
from $255.4 million for the comparable period in 1995.  The decline was
primarily due to the lower production volumes, price reductions and the impact
from continued investment in international expansion, in part offset by
increased electronic content and continued cost reduction efforts.  As a
result, first quarter operating profit margin declined to 12.6% from 17.3% in
1995.


                          TELECOMMUNICATIONS AND SPACE

     Revenues for the quarter were $936.4 million, an increase of 44.8% over
revenues of $646.7 million reported in the prior year's first quarter.  The
growth was principally due to DIRECTV subscriber growth, the $120.3 million
pre-tax gain recognized from the sale of 2.5% of DIRECTV to AT&T and higher
Galaxy satellite transponder sales.

     Operating profit in the first quarter increased 136.5% to $74.5 million
compared with $31.5 million reported in the same period in 1995.  This increase
was principally the result of higher Galaxy satellite transponder sales and
reduced DIRECTV operating losses.  As a result, first quarter operating profit
margin increased to 9.1% in 1996 from 4.8% in 1995.


                         AEROSPACE AND DEFENSE SYSTEMS

     First quarter 1996 revenues were $1,512.4 million, a 9.2% increase over
revenues of $1,385.0 million reported in the same period in 1995.  The growth
was principally due to additional revenues resulting from the 1995 acquisitions
of CAE-Link and Magnavox Electronic Systems Company.

     Primarily due to these revenue increases, operating profit for the period
increased 2.9% to $157.9 million compared with $153.5 million for the first
quarter of 1995.  The operating profit margin in the period declined to 10.5%
from 11.1% in the first quarter of 1995 primarily due to a continued shift from
production programs to engineering and development programs.


                                      24
<PAGE>   26
CONSOLIDATED STATEMENT OF INCOME AND                    
AVAILABLE SEPARATE CONSOLIDATED NET INCOME                   
(Dollars in Millions Except Per Share Amounts)               


<TABLE>
<CAPTION>
                                                                                                                Three Months       
                                                                                                               Ended March 31,     
                                                                                                              ------------------   
                                                                                                              1996        1995     
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                       <C>           <C>
REVENUES 
Net sales                                                                                                                          
    Outside customers                                                                                      $2,438.9     $2,162.6   
    General Motors and affiliates                                                                           1,174.7      1,404.2   
Other income - net                                                                                            123.1         12.0   
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
TOTAL REVENUES                                                                                              3,736.7      3,578.8   
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
COSTS AND EXPENSES                                                                                                                 
Cost of sales and other operating charges,                                                                                         
    exclusive of items listed below                                                                         2,796.5      2,777.0   
Selling, general, and administrative expenses                                                                 300.3        248.5   
Depreciation and amortization                                                                                 131.6        115.7   
Amortization of GM purchase accounting adjustments                                                                                 
    related to Hughes Aircraft Company                                                                         30.6         31.0   
Interest expense - net                                                                                          5.2          3.3   
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
TOTAL COSTS AND EXPENSES                                                                                    3,264.2      3,175.5   
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
INCOME BEFORE INCOME TAXES                                                                                    472.5        403.3   
Income taxes                                                                                                  191.4        165.4   
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
NET INCOME                                                                                                    281.1        237.9   
Adjustments to exclude the effect of GM purchase accounting                                                                        
    adjustments related to Hughes Aircraft Company                                                             30.6         31.0   
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
EARNINGS USED FOR COMPUTATION OF AVAILABLE                                                                                         
    SEPARATE CONSOLIDATED NET INCOME                                                                         $311.7       $268.9   
================================================================================================================================
                                                                                                                                   
AVAILABLE SEPARATE CONSOLIDATED NET INCOME                                                                    $76.0        $63.3   
================================================================================================================================
                                                                                                                                   
NET EARNINGS ATTRIBUTABLE TO GENERAL MOTORS                                                                                        
    CLASS H COMMON STOCK ON A PER SHARE BASIS                                                                 $0.78        $0.67  
================================================================================================================================

</TABLE>


                                      25
<PAGE>   27
CONSOLIDATED BALANCE SHEET  
(Dollars in Millions)       


<TABLE>
<CAPTION>

                                                                                                   March 31,     December 31,   
ASSETS                                                                                               1996            1995       
<S>                                                                                                <C>              <C>         
- ------------------------------------------------------------------------------------------------------------------------------
CURRENT ASSETS                                                                                                                  
Cash and cash equivalents                                                                         $   986.7         $ 1,139.5   
Accounts and notes receivable                                                                                                   
   Trade receivables                                                                                1,215.6           1,235.6   
   General Motors and affiliates                                                                      148.5             146.7   
Contracts in process                                                                                2,708.9           2,469.2   
Inventories                                                                                         1,442.0           1,225.5   
Prepaid expenses, including deferred income taxes                                                     600.0             594.3   
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
TOTAL CURRENT ASSETS                                                                                7,101.7           6,810.8   
PROPERTY - NET                                                                                      2,790.8           2,739.2   
TELECOMMUNICATIONS AND OTHER EQUIPMENT - NET                                                          983.8           1,175.1   
INTANGIBLE ASSETS - NET                                                                             3,568.6           3,573.7   
INVESTMENTS AND OTHER ASSETS, INCLUDING DEFERRED INCOME TAXES                                       1,651.1           1,675.6   
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
TOTAL ASSETS                                                                                      $16,096.0         $15,974.4   
==============================================================================================================================
                                                                                                                                
LIABILITIES AND STOCKHOLDER'S EQUITY                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------
CURRENT LIABILITIES                                                                                                             
Accounts payable                                                                                                                
   Outside                                                                                        $   739.4         $   748.7   
   General Motors and affiliates                                                                       53.5              52.2   
Advances on contracts                                                                                 952.1             893.7   
Notes and loans payable                                                                               116.4             432.5   
Income taxes payable                                                                                  251.3             190.8   
Accrued liabilities                                                                                 1,953.5           1,990.9   
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
TOTAL CURRENT LIABILITIES                                                                           4,066.2           4,308.8   
LONG-TERM DEBT AND CAPITALIZED LEASES                                                                 269.1             258.8   
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                                                         1,617.9           1,610.6   
OTHER LIABILITIES AND DEFERRED CREDITS                                                              1,429.0           1,270.5   
TOTAL STOCKHOLDER'S EQUITY                                                                          8,713.8           8,525.7   
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                                        $16,096.0         $15,974.4   
==============================================================================================================================

</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).    


                                      26
<PAGE>   28
PRO FORMA SELECTED SEGMENT DATA*   
(Dollars in Millions)              


<TABLE>
<CAPTION>
                                                                                                                                   
                                                                                                            Three Months           
                                                                                                           Ended March 31,         
                                                                                                           ---------------         
                                                                                                      1996               1995      
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                              <C>                 <C>
AUTOMOTIVE ELECTRONICS                                                                                                             
Revenues                                                                                                                           
   Amount                                                                                         $1,271.8        $1,496.2 
   As a percentage of Hughes Revenues                                                                34.0%           41.8% 
Net Sales                                                                                         $1,260.2        $1,472.7 
Operating Profit (1)                                                                              $  159.3        $  255.4 
Operating Profit Margin (2)                                                                          12.6%           17.3% 
Depreciation and Amortization                                                                     $   48.8        $   42.8 
Capital Expenditures                                                                              $   50.3        $   52.9 
                                                                                                                          
- ---------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS AND SPACE                                                                                              
Revenues                                                                                                                  
   Amount                                                                                         $  936.4        $  646.7 
   As a percentage of Hughes Revenues                                                                25.1%           18.1%
Net Sales                                                                                         $  821.0        $  656.6
Operating Profit (1)                                                                              $   74.5        $   31.5
Operating Profit Margin (2)                                                                           9.1%            4.8%
Depreciation and Amortization (3)                                                                 $   46.2        $   37.2
Capital Expenditures (4)                                                                          $   70.3        $   39.3
                                                                                                                          
- ---------------------------------------------------------------------------------------------------------------------------
AEROSPACE AND DEFENSE SYSTEMS                                                                                             
Revenues                                                                                                                  
   Amount                                                                                         $1,512.4        $1,385.0
   As a percentage of Hughes Revenues                                                                40.5%           38.7%
Net Sales                                                                                         $1,502.2        $1,383.1
Operating Profit (1)                                                                              $  157.9        $  153.5
Operating Profit Margin (2)                                                                          10.5%           11.1%
Depreciation and Amortization (3)                                                                 $   32.7        $   29.5
Capital Expenditures                                                                              $   28.5        $   20.7
                                                                                                                          
- ---------------------------------------------------------------------------------------------------------------------------
CORPORATE AND OTHER                                                                                                       
Operating Loss (1)                                                                                $   (6.5)       $  (14.8)
============================================================================================================================

</TABLE>


*     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 
      $5.3 million for the Telecommunications and Space segment and $25.2 
      million for the Aerospace and Defense Systems segment, in 1996 and 
      1995. 
  (4) Includes expenditures related to telecommunications and other 
      equipment amounting to $16.0 million and $9.5 million in 1996 and 
      1995, respectively.       


                                      27
<PAGE>   29
                                   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    April 22, 1996
        --------------  
                                           By

                                           s/Wallace W. Creek
                                           ---------------------------
                                           (Wallace W. Creek, Comptroller)



                                      28


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