UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
-- 1934
For the quarterly period ended June 30, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
-- 1934
For the transition period from to
--------------- -------------
Commission file number 1-143
GENERAL MOTORS CORPORATION
(Exact name of registrant as specified in its charter)
STATE OF DELAWARE 38-0572515
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313) 556-5000
--------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X. No .
--- ---
As of June 30, 2000, there were outstanding 536,479,786 shares of the
issuer's $1-2/3 par value common stock and 873,431,745 shares of GM Class H
$0.10 par value common stock.
- 1 -
<PAGE>
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
INDEX
Page No.
-------
Part I - Financial Information (Unaudited)
Item 1. Financial Statements
Consolidated Statements of Income for the Three and
Six Months Ended June 30, 2000 and 1999 3
Consolidated Balance Sheets as of June 30, 2000,
December 31, 1999, and June 30, 1999 5
Condensed Consolidated Statements of Cash Flows for
the Six Months Ended June 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Part II - Other Information (Unaudited)
Item 1. Legal Proceedings 22
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 6. Exhibits and Reports on Form 8-K 25
Signature 25
Exhibit 99 Hughes Electronics Corporation Financial Statements and
Management's Discussion and Analysis of Financial
Condition and Results of Operations (Unaudited) 26
Exhibit 27 Financial Data Schedule (Unaudited)
(for Securities and Exchange Commission information only)
- 2 -
<PAGE>
PART I
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
(Dollars in Millions Except Per Share Amounts)
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Total net sales and revenues $48,743 $45,067 $95,601 $87,502
------ ------ ------ ------
Cost of sales and other expenses
(Note 4) 38,127 35,955 75,312 69,764
Selling, general, and
administrative expenses 5,423 4,534 10,236 8,375
Interest expense 2,358 1,794 4,586 3,639
------- ------- ------- -------
Total costs and expenses 45,908 42,283 90,134 81,778
------ ------ ------ ------
Income from continuing operations
before income taxes and
minority interests 2,835 2,784 5,467 5,724
Income tax expense 929 956 1,712 1,985
Equity income/(loss) and minority
interests (155) (94) (221) (185)
----- ----- ----- -----
Income from continuing operations 1,751 1,734 3,534 3,554
Income from discontinued operations
(Note 2) - 184 - 426
----- ----- ----- -----
Net income 1,751 1,918 3,534 3,980
Dividends on preference stocks (27) (7) (56) (23)
----- ----- ----- -----
Earnings attributable to common
stocks $1,724 $1,911 $3,478 $3,957
====== ====== ====== ======
Basic earnings (losses) per share
attributable to common stocks
(Note 8)
$1-2/3 par value
Continuing operations $2.99 $2.71 $5.87 $5.44
Discontinued operations (Note 2) - 0.28 - 0.65
----- ----- ----- -----
Earnings per share attributable to
$1-2/3 par value $2.99 $2.99 $5.87 $6.09
===== ===== ===== =====
Earnings per share attributable to
Class H $(0.07) $(0.08) $(0.15) $(0.01)
====== ====== ====== ======
Earnings (losses) per share
attributable to common stocks
assuming dilution (Note 8)
$1-2/3 par value
Continuing operations $2.93 $2.66 $5.74 $5.33
Discontinued operations
(Note 2) - 0.28 - 0.64
----- ----- ----- -----
Earnings per share attributable to
$1-2/3 par value $2.93 $2.94 $5.74 $5.97
== = = ===== ===== ===== =====
Earnings per share attributable to
Class H $(0.07) $(0.08) $(0.15) $(0.01)
====== ====== ====== ======
Reference should be made to the notes to consolidated financial statements.
- 3 -
CONSOLIDATED STATEMENTS OF INCOME - concluded
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
(Dollars in Millions)
AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS
Total net sales and revenues $42,870 $40,117 $84,065 $77,640
------ ------ ------ ------
Cost of sales and other expenses
(Note 4) 36,260 34,353 71,581 66,510
Selling, general, and
administrative expenses 4,032 3,402 7,539 6,162
----- ----- ----- ------
Total costs and expenses 40,292 37,755 79,120 72,672
------ ------ ------ ------
Interest expense 222 180 438 374
Net expense from transactions with
Financing and Insurance
Operations 172 66 311 160
------ ------ ------ ------
Income from continuing operations
before income taxes and
minority interests 2,184 2,116 4,196 4,434
Income tax expense 698 720 1,240 1,508
Equity income/(loss) and minority
interests (155) (87) (220) (170)
------ ------ ------ ------
Income from continuing operations 1,331 1,309 2,736 2,756
Income from discontinued operations
(Note 2) - 184 - 426
------ ------ ------ ------
Net income - Automotive,
Communications Services, and
Other Operations $1,331 $1,493 $2,736 $3,182
===== ===== ===== =====
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
(Dollars in Millions)
FINANCING AND INSURANCE OPERATIONS
Total revenues $5,873 $4,950 $11,536 $9,862
----- ----- ------ -----
Interest expense 2,136 1,614 4,148 3,265
Depreciation and amortization
expense 1,483 1,275 3,006 2,547
Operating and other expenses 1,391 1,132 2,697 2,213
Provision for financing and
insurance losses 384 327 725 707
----- ----- ------ -----
Total costs and expenses 5,394 4,348 10,576 8,732
----- ----- ------ -----
Net income from transactions with
Automotive, Communications
Services, and Other Operations (172) (66) (311) (160)
----- ----- ------ -----
Income before income taxes and
minority interests 651 668 1,271 1,290
Income tax expense 231 236 472 477
Equity income/(loss) and minority
interests - (7) (1) (15)
----- ----- ------ -----
Net income - Financing and
Insurance Operations $420 $425 $798 $798
==== ==== ==== ====
Reference should be made to the notes to consolidated financial statements.
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<PAGE>
CONSOLIDATED BALANCE SHEETS
June 30, June 30,
2000 Dec. 31, 1999
(Unaudited) 1999 (Unaudited)
----------- ---- -----------
GENERAL MOTORS CORPORATION AND SUBSIDIARIES (Dollars in Millions)
ASSETS
Automotive, Communications Services,
and Other Operations
Cash and cash equivalents $9,441 $9,730 $11,997
Marketable securities 893 1,698 1,666
-------- ------- -------
Total cash and marketable securities 10,334 11,428 13,663
Accounts and notes receivable
(less allowances) 5,968 5,093 6,349
Inventories (less allowances) (Note 3) 11,680 10,638 10,766
Equipment on operating leases
(less accumulated depreciation) 5,973 5,744 6,394
Deferred income taxes and other current
assets 9,678 9,006 6,232
------- ------- -------
Total current assets 43,633 41,909 43,404
Equity in net assets of nonconsolidated
associates 3,377 1,711 1,691
Property - net 33,436 32,779 31,509
Intangible assets - net 8,726 8,527 11,934
Deferred income taxes 13,456 15,277 18,297
Other assets 30,207 25,358 14,016
------ ------ ------
Total Automotive, Communications Services,
and Other Operations assets 132,835 125,561 120,851
Financing and Insurance Operations
Cash and cash equivalents 692 712 2,694
Investments in securities 9,447 9,110 8,499
Finance receivables - net 85,782 80,627 74,305
Investment in leases and other receivables 37,883 36,407 33,451
Other assets 23,528 21,312 16,995
Net receivable from Automotive, Comm. Serv.,
and Other Operations 1,182 1,001 478
------ ------ ------
Total Financing and Insurance Operations
assets 158,514 149,169 136,422
------- ------- -------
Total assets $291,349 $274,730 $257,273
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services, and
Other Operations
Accounts payable (principally trade) $17,329 $17,254 $15,814
Loans payable 2,554 1,991 854
Accrued expenses 32,527 32,854 34,530
Net payable to Financing and Insurance
Operations 1,182 1,001 478
------ ------ ------
Total current liabilities 53,592 53,100 51,676
Long-term debt 8,518 7,415 7,408
Postretirement benefits other than pensions 33,931 34,166 34,317
Pensions 3,338 3,339 3,149
Other liabilities and deferred income taxes 17,279 17,426 17,928
-------- -------- --------
Total Automotive, Communications Services,
and Other Operations liabilities 116,658 115,446 114,478
Financing and Insurance Operations
Accounts payable 4,611 4,262 4,786
Debt 128,164 122,282 110,135
Other liabilities and deferred income taxes 12,161 11,282 10,852
-------- -------- --------
Total Financing and Insurance Operations
liabilities 144,936 137,826 125,773
Minority interests 647 596 591
General Motors - obligated mandatorily
redeemable preferred securities of subsidiary
trusts holding solely junior subordinated
debentures of General Motors (Note 5)
Series D - 79 79
Series G 139 139 141
Stockholders' equity
$1-2/3 par value common stock
(issued, 536,912,451; 619,412,233
and 645,004,212 shares) (Notes 6 and 8) 895 1,033 1,075
Class H common stock
(issued, 873,646,596; 411,345,561 and
404,921,520 shares) (Notes 6 and 8) 87 14 11
Capital surplus (principally additional
paid-in capital) 19,668 13,794 15,533
Retained earnings 9,816 6,961 5,045
------- ------- -------
Subtotal 30,466 21,802 21,664
Accumulated foreign currency translation
adjustments (2,252) (2,033) (1,987)
Net unrealized gains on securities 876 996 561
Minimum pension liability adjustment (121) (121) (4,027)
------ ------ -----
Accumulated comprehensive loss (1,497) (1,158) (5,453)
------- ------- -------
Total stockholders' equity 28,969 20,644 16,211
-------- -------- --------
Total liabilities and stockholders' equity $291,349 $274,730 $257,273
Reference should be made to the notes to consolidated financial statements.
- 5 -
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Six Months Ended March 31,
----------------------------
2000 1999
---- ----
Automotive, Financing Automotive, Financing
Comm.Serv. and Comm.Serv. and
and Other Insurance and Other Insurance
--------- --------- --------- ---------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Net cash provided by operating activities $6,235 $3,283 $12,768 $8,539
Cash flows from investing activities
Expenditures for property (3,791) (213) (3,019) (106)
Investments in marketable securities
- acquisitions (1,399) (11,823) (3,119) (10,620)
Investments in marketable securities
- liquidations 2,204 11,836 1,855 10,313
Mortgage servicing rights - acquisitions - (398) - (662)
Mortgage servicing rights - liquidations - - - 4
Finance receivables - acquisitions - (108,780) - (90,613)
Finance receivables - liquidations - 73,835 - 67,691
Proceeds from sales of finance receivables - 28,906 - 18,683
Operating leases - acquisitions (3,967) (8,883) (4,613) (8,201)
Operating leases - liquidations 3,507 4,602 2,889 4,007
Investments in companies, net of cash
acquired (Note 9) (1,554) - (2,558) (126)
Net investing activity with Financing and
Insurance Operations (998) - 75 -
Other (371) 151 (876) 997
------ ------- ------ ------
Net cash used in investing activities (6,369) (10,767) (9,366) (8,633)
------ ------- ------ ------
Cash flows from financing activities
Net increase (decrease) in loans payable 488 2,127 (393) (5,642)
Long-term debt-borrowings 3,417 12,619 2,433 15,248
Long-term debt-repayments (3,337) (8,098) (2,130) (7,230)
Net financing activity with Automotive,
Communications Services,
and Other Operations - 998 - (75)
Repurchases of common and preference stocks (417) - (1,868) -
Proceeds from issuing common and preference
stocks 356 - 1,833 -
Cash dividends paid to stockholders (679) - (672) -
------ ------- ------ ------
Net cash (used in) provided by financing
activities (172) 7,646 (797) 2,301
------ ------- ------ ------
Effect of exchange rate changes on cash
and cash equivalents (164) (1) (126) 3
Net transactions with Automotive/Financing
Operations 181 (181) (338) 338
------ ------- ------ ------
Net cash (used in) provided by continuing
operations (289) (20) 2,141 2,548
Net cash provided by discontinued
operations (Note 2) - - 128 -
------ ------- ------ ------
Net (decrease) increase in cash and cash
equivalents (289) (20) 2,269 2,548
Cash and cash equivalents at beginning
of the period 9,730 712 9,728 146
------ ------- ------ ------
Cash and cash equivalents at end of the
period $9,441 $692 $11,997 $2,694
====== ==== ======= ======
</TABLE>
Reference should be made to the notes to consolidated financial statements.
- 6 -
<PAGE>
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Financial Statement Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. In the opinion of management, all adjustments (consisting
of only normal recurring items), which are necessary for a fair presentation
have been included. The results for interim periods are not necessarily
indicative of results which may be expected for any other interim period or for
the full year. For further information, refer to the December 31, 1999
consolidated financial statements and notes thereto included in General Motors
Corporation's (the "Corporation" or "GM") 1999 Annual Report on Form 10-K, and
all other GM, Hughes Electronics Corporation and Subsidiaries (Hughes), and
General Motors Acceptance Corporation and Subsidiaries (GMAC) filings with the
Securities and Exchange Commission.
GM presents separate financial information for the following businesses: (1)
Automotive, Communications Services, and Other Operations which consists of the
design, manufacturing, and marketing of cars, trucks, locomotives, and heavy
duty transmissions and related parts and accessories, as well as the operations
of Hughes; and (2) Financing and Insurance Operations which consists primarily
of GMAC, which provides a broad range of financial services, including consumer
vehicle financing, full-service leasing and fleet leasing, dealer financing, car
and truck extended service contracts, residential and commercial mortgage
services, vehicle and homeowners' insurance, and asset-based lending.
Transactions between businesses have been eliminated in the Corporation's
consolidated statements of income.
Certain amounts for 1999 were reclassified to conform with the 2000
classifications.
Note 2. Discontinued Operations
On February 5, 1999, Delphi Automotive Systems Corporation (Delphi) completed
an initial public offering (IPO) of 100 million shares of its common stock,
which represented 17.7% of its outstanding common shares. On April 12, 1999, the
GM Board of Directors (GM Board) approved the complete separation of Delphi from
GM by means of a spin-off (which was tax-free to GM and its stockholders for
U.S. federal income tax purposes). On May 28, 1999, GM distributed to holders of
its $1-2/3 par value common stock 80.1% of the outstanding shares of Delphi,
which resulted in 0.69893 shares of Delphi common stock being distributed for
each share of GM $1-2/3 par value common stock outstanding on the record date of
May 25, 1999. In addition, GM contributed the remaining 2.2% of Delphi shares
(around 12.4 million shares), to a Voluntary Employee Beneficiary Association
(VEBA) trust established by GM to fund benefits to its hourly retirees.
The financial data related to GM's investment in Delphi through May 28, 1999
is classified as discontinued operations for all periods presented.
Delphi net sales (including sales to GM) included in discontinued operations
totaled $5.0 billion for the quarter ended June 30, 1999. Income from Delphi
discontinued operations of $184 million for the quarter ended June 30, 1999 is
reported net of income tax expense of $140 million.
Delphi net sales (including sales to GM) included in discontinued operations
totaled $12.5 billion for the six months ended June 30, 1999. Income from Delphi
discontinued operations of $426 million for the six months ended June 30, 1999
is reported net of income tax expense of $314 million.
Note 3. Inventories
Inventories included the following for Automotive, Communications Services,
and Other Operations (in millions):
June 30, Dec. 31, June 30,
2000 1999 1999
--------- --------- ---------
Productive material, work in process,
and supplies $5,954 $5,505 $5,660
Finished product, service parts, etc. 7,609 7,023 7,008
------ ------ ------
Total inventories at FIFO 13,563 12,528 12,668
Less LIFO allowance 1,883 1,890 1,902
------- ------- -------
Total inventories (less allowances) $11,680 $10,638 $10,766
====== ====== ======
- 7 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(Unaudited)
Note 4. Depreciation and Amortization
Depreciation and amortization included in cost of sales and other expenses
for Automotive, Communications Services, and Other Operations was as follows (in
millions):
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
Depreciation $972 $1,068 $1,962 $2,071
Amortization of special tools 661 635 1,315 1,254
Amortization of intangible assets 81 48 152 79
------ ----- ------ -------
Total $1,714 $1,751 $3,429 $3,404
===== ===== ===== =====
Note 5. Preferred Securities of Subsidiary Trusts
On May 2, 2000, GM redeemed the General Motors Capital Trust D's (Series D
Trust) 8.67% Junior Subordinated Deferrable Interest Debentures, Series D, due
July 1, 2012 causing the Series D Trust to redeem the approximately 3.1 million
outstanding 8.67% Trust Originated Preferred Securitiessm (TOPrSsm) Series D,
(Series D Preferred Securities). The Series D Preferred Securities were redeemed
at a price of $25 per share plus accrued and unpaid distributions of $0.01 per
share. Also, on May 2, 2000, GM redeemed the approximately 3 million outstanding
Series D 7.92% Depositary Shares. The Series D 7.92% Depositary Shares were
redeemed at a price of $25 per share plus accrued and unpaid dividends of $0.18
per share. The securities together had a total face value of approximately $154
million.
The General Motors Capital Trust G's (Series G Trust) sole assets, are its
9.87% Junior Subordinated Deferrable Interest Debentures, Series G, due July 1,
2012 but redeemable, in whole or part, at GM's option on or after January 1,
2001, which have an aggregate principal amount of $131 million.
--------------------
sm "Trust Originated Preferred Securities" and "TOPrS" are service trademarks of
Merrill Lynch & Co.
Note 6. Capital Stock Transactions
As part of GM's previously announced plans for a broad restructuring of its
economic interest in Hughes, during the second quarter of 2000, GM completed an
exchange offer in which GM repurchased 86 million shares of GM $1-2/3 par value
common stock and issued 92 million shares of GM Class H common stock. In
addition, on June 12, 2000, GM contributed approximately 54 million shares and
approximately 7 million shares of GM Class H common stock to its U.S.
Hourly-Rate Employees Pension Plan and VEBA trust, respectively. The total value
of the contributions was approximately $5.6 billion. As a result of the exchange
offer and employee-benefit plan contributions, the economic interest in Hughes
attributable to GM $1-2/3 par value common stock decreased from approximately
62% to approximately 30%, and the economic interest in Hughes attributable to GM
Class H common stock increased from approximately 38% to approximately 70%, on a
fully diluted basis.
On June 6, 2000, the GM Board declared a three-for-one stock split of the GM
Class H common stock. The stock split was in the form of a 200% stock dividend,
paid on June 30, 2000 to GM Class H common stockholders of record on June 13,
2000. All per share amounts and numbers of shares for all periods presented, as
well as GM Class H common stock and capital surplus as of June 30, 2000, have
been adjusted to reflect the stock split. Furthermore, as a result of this stock
split, the voting and liquidation rights of the GM Class H common stock were
reduced from 0.6 votes per share and 0.6 liquidation units per share, to 0.2
votes per share and 0.2 liquidation units per share in order to avoid dilution
in the aggregate voting or liquidation rights of any class. The voting and
liquidation rights of the GM $1-2/3 par value common stock remained at one vote
per share and one liquidation unit per share.
- 8 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(Unaudited)
Note 7. Comprehensive Income
GM's total comprehensive income was as follows (in millions):
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
Net income $1,751 $1,918 $3,534 $3,980
Other comprehensive (loss)/income (425) 960 (339) 244
------ ------ ------ ------
Total $1,326 $2,878 $3,195 $4,224
===== ===== ===== =====
Note 8. Earnings Per Share Attributable to Common Stocks
Earnings per share (EPS) attributable to each class of GM common stock was
determined based on the attribution of earnings to each such class of common
stock for the period divided by the weighted-average number of common shares for
each such class outstanding during the period. Diluted EPS attributable to each
class of GM common stock considers the impact of potential common shares, unless
the inclusion of the potential common shares would have an antidilutive effect.
The attribution of earnings to each class of GM common stock was as follows
(in millions):
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
Earnings (losses) attributable
to common stocks
$1-2/3 par value
Continuing operations $1,762 $1,754 $3,549 $3,535
Discontinued operations - 184 - 426
------ ------ ------ ------
Earnings attributable to
$1-2/3 par value $1,762 $1,938 $3,549 $3,961
(Losses) attributable to Class H $(38) $(27) $(71) $(4)
Earnings attributable to $1-2/3 par value common stock for the period
represent the earnings attributable to all GM common stocks for the period,
reduced by the Available Separate Consolidated Net Income (Loss) (ASCNI) of
Hughes for the respective period.
Losses attributable to GM Class H common stock for the three and six months
ended June 30, 2000 and 1999, represent the ASCNI of Hughes. Losses used for
computation of the ASCNI of Hughes are based on the separate consolidated net
income (loss) of Hughes, excluding the effects of GM purchase accounting
adjustments arising from GM's acquisition of Hughes Aircraft Company (HAC) which
remains after the spin-off of Hughes Defense, reduced by the amount of dividends
accrued on the Hughes Series A Preferred Stock (as an equivalent measure of the
effect that GM's payment of dividends on the GM Series H 6.25% Automatically
Convertible Preference Stock would have if paid by Hughes). The calculated
losses used for computation of the ASCNI of Hughes are then multiplied by a
fraction, the numerator of which is equal to the weighted-average number of
shares of GM Class H common stock outstanding during the three and six months
ended June 30, 2000 and 1999 (563 million and 363 million for the second
quarters of 2000 and 1999, respectively, and 488 million and 341 million for the
six month periods ended June 30, 2000 and 1999, respectively), and the
denominator of which is a number equal to the weighted-average number of shares
of GM Class H common stock, which if issued and outstanding would represent a
100% interest in the earnings of Hughes (Average Class H dividend base). The
Average Class H dividend base was 1.3 billion and 1.2 billion for the second
quarters of 2000 and 1999, respectively, and 1.3 billion and 1.2 billion for the
six month periods ended June 30, 2000 and 1999, respectively.
On December 15, 1999, in order to fulfill its previously disclosed goal of
repurchasing shares of $1-2/3 par value common stock, GM entered into a
derivative transaction pursuant to which it purchased for cash from a financial
institution on that date approximately 8.5 million shares of $1-2/3 par value
common stock. GM immediately reduced its common shares outstanding used to
calculate both basic and diluted EPS. GM settled this derivative trade with cash
payments during December 1999 and the first six months of 2000, which decreased
equity accordingly. These payments represented GM's obligation to deliver to the
financial institution any difference in the notional value of such amount of
shares, based on the trading prices of the shares on the various settlement
dates.
- 9 -
<PAGE>
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(Unaudited)
Note 8. Earnings Per Share Attributable to Common Stocks (concluded)
The reconciliation of the amounts used in the basic and diluted EPS
computations for income from continuing operations was as follows (in millions
except per share amounts):
<TABLE>
<CAPTION>
$1-2/3 Par Value Common Stock Class H Common Stock
----------------------------- --------------------
Per Share Per Share
Income Shares Amount ASCNI Shares Amount
------ ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended June 30, 2000
Income (loss) from continuing operations $1,779 $(28)
Less:Dividends on preference stocks 17 10
------ --
Basic EPS
Income (loss) from continuing operations
attributable to common stockholders 1,762 590 $2.99 (38) 563 $(0.07)
==== ====
Effect of Dilutive Securities
Assumed exercise of dilutive stock options - 12 - -
----- ---- ---- ----
Diluted EPS
Adjusted income (loss) from continuing
operations attributable to common
stockholders $1,762 602 $2.93 $(38) 563 $(0.07)
===== === ==== == === ====
Three Months Ended June 30, 1999
Income (loss) from continuing operations $1,761 $(27)
Less:Dividends on preference stocks 7 -
----- ----
Basic EPS
Income (loss) from continuing operations
attributable to common stockholders 1,754 648 $2.71 (27) 363 $(0.08)
==== ====
Effect of Dilutive Securities
Assumed exercise of dilutive stock
options - 12 - -
----- --- ---- ----
Diluted EPS
Adjusted income (loss) from continuing
operations attributable to common
stockholders $1,754 660 $2.66 $(27) 363 $(0.08)
===== === ==== == === ====
Six Months Ended June 30, 2000
Income (loss) from continuing operations $3,587 $(53)
Less:Dividends on preference stocks 38 18
----- --
Basic EPS
Income (loss) from continuing operations
attributable to common stockholders 3,549 605 $5.87 (71) 488 $(0.15)
==== ====
Effect of Dilutive Securities
Assumed exercise of dilutive stock options - 13 - -
----- --- -- ---
Diluted EPS
Adjusted income (loss) from continuing
operations attributable to common
stockholders $3,549 618 $5.74 $(71) 488 $(0.15)
===== === ==== == === ====
Six Months Ended June 30, 1999
Income (loss) from continuing operations $3,558 $(4)
Less:Dividends on preference stocks 23 -
----- --
Basic EPS
Income (loss) from continuing operations
attributable to common stockholders 3,535 651 $5.44 (4) 341 $(0.01)
==== ====
Effect of Dilutive Securities
Assumed exercise of dilutive stock
options - 13 - -
----- --- -- ---
Diluted EPS
Adjusted income (loss) from continuing
operations attributable to common
stockholders $3,535 664 $5.33 $(4) 341 $(0.01)
===== === ==== = === ====
</TABLE>
- 10 -
<PAGE>
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(Unaudited)
Note 9. Acquisitions, Investments, and Divestitures
Acquisitions and Investments
On January 28, 2000, GM completed the acquisition of the remaining 50% of
Saab Automobile AB from Investor A.B. for $125 million. The transaction was
accounted for using the purchase method of accounting. The allocation of the
purchase price is expected to be finalized in the third quarter of 2000.
On April 12, 2000, GM finalized the previously announced Agreement of
Strategic Alliance (the "Alliance Agreement") between GM and Fuji Heavy
Industries Ltd. (Fuji) in which GM purchased 157,262,925 newly-issued shares of
Fuji's voting common stock, par value 50 yen ((Y)50) per share, for
approximately $1.3 billion, an equity interest in Fuji of 20% on a fully diluted
basis, at the time of payment. This investment is accounted for using the equity
method of accounting and Fuji will remain an independent company with GM as its
largest shareholder. This Alliance Agreement will allow GM and Fuji to
collaborate in the design, development, and manufacturing of cars, trucks, and
related technology.
On July 24, 2000, GM finalized its previously announced strategic industrial
alliance with Fiat S.p.A. (Fiat). As part of this alliance, GM acquired a 20%
interest in Fiat Auto Holdings, B.V. (Fiat Auto), a new holding company that
controls Fiat's automobile and light-commercial vehicle operations, except for
Ferrari and Maserati for $2.4 billion. In addition, Fiat purchased for $2.4
billion approximately 32 million shares of GM $1-2/3 par value common stock, or
approximately 5.6% of GM's $1-2/3 par value common stock outstanding as of July
24, 2000.
In 1999, significant transactions included the merger with United States
Satellite Broadcasting Company, Inc. (USSB) and acquisitions of PRIMESTAR, the
asset-based lending and factoring business unit of The Bank of New York (BNYFC),
and the full-service leasing business of Arriva Automotive Solutions Limited
(Arriva).
The following selected unaudited pro forma information is being provided to
present a summary of the combined results of GM, USSB, PRIMESTAR, BNYFC, and
Arriva for the six months ended June 30, 1999 as if the acquisitions had
occurred as of the beginning of the period, giving effect to purchase accounting
adjustments. The pro forma data presents only significant transactions, is
presented for informational purposes only, and may not necessarily reflect the
results of operations of GM had these companies operated as part of GM for the
period presented, nor are they necessarily indicative of the results of future
operations. The pro forma information excludes the effect of non-recurring
charges. Pro forma information related to the 2000 transactions would not be
material to GM's results of operations, and therefore, is not presented.
The pro forma information is as follows (in millions except per share
amounts):
Six months Ended
June 30, 1999
--------------------
Total net sales and revenues $88,614
Income from continuing operations $3,551
Income from discontinued operations 426
------
Net income $3,977
=====
Basic earnings (losses) per share attributable to
common stocks
$1-2/3 par value common stock
Continuing operations $5.44
Discontinued operations 0.65
----
Earnings per share attributable to $1-2/3 par value $6.09
====
Earnings per share attributable to Class H $(0.02)
====
Earnings (losses) per share attributable to common stocks
assuming dilution
$1-2/3 par value common stock
Continuing operations $5.33
Discontinued operations 0.64
----
Earnings per share attributable to $1-2/3 par value $5.97
====
Earnings per share attributable to Class H $(0.02)
====
- 11 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(Unaudited)
Note 9. Acquisitions, Investments, and Divestitures (concluded)
Divestitures
On January 13, 2000, Hughes announced that it had reached an agreement to
sell its satellite systems manufacturing businesses to The Boeing Company
(Boeing) for approximately $3.8 billion in cash. The transaction, which is
subject to regulatory approval, is expected to close in the second half of 2000
and result in an after-tax gain in excess of $1.0 billion. However, if Hughes
were to enter into a settlement of the China investigation (see Note 9
Contingencies to the Hughes financial statements, included in Exhibit 99 to this
GM Form 10-Q) prior to the closing of the Boeing transaction that involves a
debarment from sales to the U.S. government or a material suspension of Hughes'
export licenses or other material limitation on projected business activities of
the satellite systems manufacturing businesses, Boeing would not be obligated to
complete the purchase of Hughes' satellite systems manufacturing businesses. GM
does not expect this investigation to result in a material adverse effect upon
Hughes' business.
On March 1, 2000, Hughes announced that the operations of DIRECTV Japan,
Hughes' affiliate that provides DIRECTV services in Japan, would be discontinued
and that its subscribers would have the opportunity to migrate during 2000 to
SkyPerfecTV!, a company in Japan that provides direct-to-home satellite
broadcast services that is expected to complete an IPO during the second half of
2000. In connection with the agreement, Hughes acquired an approximate 6.6%
interest in SkyPerfecTV!. As a result of the transaction, in the first quarter
of 2000, Hughes wrote off its investment and accrued for the estimated costs to
exit the DIRECTV Japan business. The principal components of the accrued exit
costs include estimated subscriber migration and termination costs and costs to
terminate certain leases, programming agreements, and other long-term
contractual commitments. These one-time charges were offset by the estimated
fair value of the SkyPerfecTV! interest acquired. The fair value of the
SkyPerfecTV! interest recorded was estimated based upon an independent
appraisal. The total loss related to DIRECTV Japan for the second quarter of
2000 and the six months ended June 30, 2000, including Hughes' share of DIRECTV
Japan's operating losses was approximately $25 million and $255 million,
respectively. The after-tax impact for the same periods was approximately $18
million and $67 million, respectively. Hughes will continue to record its share
of DIRECTV Japan's operating losses during the remainder of 2000.
Note 10. Contingent Matters
Contingent Matters
In Anderson, et al v. General Motors Corporation, a jury in a Los Angeles
Superior Court returned a verdict of $4.9 billion against GM in a product
liability lawsuit involving a post-collision fuel fed fire in a 1979 Chevrolet
Malibu. In post-trial developments, the trial court has reduced the punitive
damages from $4.8 billion to $1.1 billion and has entered an order which stays
execution of the judgment pending resolution of all appeals by GM and has
released the bond GM had posted for the punitive and compensatory damages (the
cost of which was not material to the Corporation). GM continues to pursue its
appellate rights, including efforts to secure a new trial and the complete
elimination of responsibility to pay any damages in this matter consistent with
GM's view that the design of the Chevrolet Malibu was not responsible for
plaintiffs' injuries.
GM is subject to potential liability under government regulations and various
claims and legal actions which are pending or may be asserted against them. Some
of the pending actions purport to be class actions. The aggregate ultimate
liability of GM under these government regulations and under these claims and
actions, was not determinable at June 30, 2000. After discussion with counsel,
it is the opinion of management that such liability is not expected to have a
material adverse effect on the Corporation's consolidated financial condition or
results of operations.
Refer to Note 9 Contingencies to the Hughes financial statements, included
in Exhibit 99 to this GM Form 10-Q for the period ended June 30, 2000 for
information regarding Hughes' contingent matters.
- 12 -
<PAGE>
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
(Unaudited)
Note 11. Segment Reporting
GM's reportable operating segments within its Automotive, Communications
Services, and Other Operations business consist of GM Automotive (GMA), which is
comprised of four regions: GM North America (GMNA), GM Europe (GME), GM Latin
America/Africa/Mid-East (GMLAAM), and GM Asia/Pacific (GMAP); Hughes; and Other.
GM's reportable operating segments within its Financing and Insurance Operations
business consist of GMAC and Other. Selected information regarding GM's
reportable operating segments and regions were as follows:
<TABLE>
<CAPTION>
Total Other Total
GMNA GME GMLAAM GMAP GMA Hughes Other Automotive GMAC Financing Financing
------ ----- ------ ----- ---- ------ ----- ---------- ---- --------- ---------
(in millions)
For the Three Months Ended
June 30, 2000
Net sales and revenues:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
External customers $30,799 $6,908 $1,422 $740 $39,869 $2,251 $750 $42,870 $5,755 $118 $5,873
Intersegment (230) 234 (54) 50 - 9 (9) - - - -
------ ------ ----- ---- ------ ----- --- ------ ----- --- -----
Total net sales and revenues $30,569 $7,142 $1,368 $790 $39,869 $2,260 $741 $42,870 $5,755 $118 $5,873
====== ===== ===== === ====== ===== === ====== ===== === =====
Interest income (a) $139 $114 $8 $3 $264 $19 $(126) $157 $539 $(126) $413
Interest expense $290 $107 $41 $1 $439 $58 $(275) $222 $2,027 $109 $2,136
Net income (loss) $1,411 $166 $10 $(123) $1,464 $(64)(c) $(69) $1,331 $395 $25 $420
Segment assets $87,397 $22,387 $4,463 $1,084 $115,331 $19,940 (d)$(2,436) $132,835 $157,482 $1,032 $158,514
For the Three Months Ended
June 30, 1999
Net sales and revenues:
External customers $29,012 $6,910 $1,165 $665 $37,752 $1,773 $592 $40,117 $4,901 $49 $4,950
Intersegment (191) 91 50 50 - 11 (11) - - - -
------ ----- ----- ---- ------ ----- --- ------- ----- -- -----
Total net sales and revenues $28,821 $7,001 $1,215 $715 $37,752 $1,784 $581 $40,117 $4,901 $49 $4,950
====== ===== ===== === ====== ===== === ======= ====== == =====
Interest income (a) $308 $96 $9 $1 $414 $5 $(169) $250 $409 $(55) $354
Interest expense $296 $76 $20 $3 $395 $12 $(227) $180 $1,538 $76 $1,614
Net income (loss) $1,483 $187 $(38) $(81) $1,551 $(92)(c) $34 (b) $1,493 $391 $34 $425
Segment assets $74,642 $18,800 $4,139 $1,382 $98,963 $17,857 (d) $4,031 $120,851 $136,333 $89 $136,422
</TABLE>
(a)Interest income is included in net sales and revenues from external
customers.
(b)The amount for Other includes income from discontinued operations related
to Delphi of $184 million for the three months ended June 30, 1999.
(c)The amount reported for Hughes excludes amortization of GM purchase
accounting adjustments of approximately $5 million for both 2000 and 1999,
related to GM's acquisition of HAC. Such amortization was allocated to GM's
Other segment which is consistent with the basis upon which the segments are
evaluated.
(d)The amount reported for Hughes excludes the unamortized GM purchase
accounting adjustments of approximately $395 million and $416 million, for
2000 and 1999, respectively, related to GM's acquisition of HAC. These
adjustments were allocated to GM's Other segment which is consistent with the
basis upon which the segments are evaluated.
- 13 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - concluded
(Unaudited)
Note 11. Segment Reporting (concluded)
<TABLE>
<CAPTION>
Total Other Total
GMNA GME GMLAAM GMAP GMA Hughes Other Automotive GMAC Financing Financing
------ ----- ------ ----- ---- ------ ----- ---------- ---- --------- ---------
(in millions)
For the Six Months Ended
June 30, 2000
Net sales and revenues:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
External customers $60,528 $13,478 $2,671 $1,523 $78,200 $4,358 $1,507 $84,065 $11,376 $160 $11,536
Intersegment (715) 498 87 130 - 20 (20) - - - -
------ ------ ----- ------ ------ ----- ----- ------ ------ --- ------
Total net sales and revenues $59,813 $13,976 $2,758 $1,653 $78,200 $4,378 $1,487 $84,065 $11,376 $160 $11,536
====== ====== ===== ===== ====== ===== ===== ====== ====== === ======
Interest income (a) $262 $214 $14 $5 $495 $37 $(214) $318 $1,022 $(236) $786
Interest expense $556 $193 $62 $1 $812 $103 $(477) $438 $3,937 $211 $4,148
Net income (loss) $2,700 $387 $11 $(116) $2,982 $(141)(c) $(105) $2,736 $792 $6 $798
For the Six Months Ended
June 30, 1999
Net sales and revenues:
External customers $56,578 $13,119 $2,143 $1,275 $73,115 $3,399 $1,126 $77,640 $9,728 $134 $9,862
Intersegment (351) 159 105 87 - 20 (20) - - - -
------ ------ ----- ------ ------ ----- ----- ------ ----- ---- -----
Total net sales and revenues $56,227 $13,278 $2,248 $1,362 $73,115 $3,419 $1,106 $77,640 $9,728 $134 $9,862
====== ====== ===== ===== ====== ===== ===== ====== ===== === =====
Interest income (a) $503 $198 $25 $4 $730 $19 $(329) $420 $822 $(94) $728
Interest expense $602 $153 $35 $7 $797 $19 $(442) $374 $3,051 $214 $3,265
Net income (loss) $2,904 $361 $(63) $(141) $3,061 $(14) (c) $135 (b) $3,182 $783 $15 $798
</TABLE>
(a)Interest income is included in net sales and revenues from external
customers.
(b)The amount for Other includes income from discontinued operations related to
Delphi of $426 million for the six months ended June 30, 1999.
(c)The amount reported for Hughes excludes amortization of GM purchase
accounting adjustments of approximately $11 million for both 2000 and 1999,
related to GM's acquisition of HAC. Such amortization was allocated to GM's
Other segment which is consistent with the basis upon which the segments are
evaluated.
* * * * * *
- 14 -
<PAGE>
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following management's discussion and analysis of financial condition and
results of operations (MD&A) should be read in conjunction with the December 31,
1999 consolidated financial statements and notes thereto along with the MD&A
included in General Motors Corporation's (the "Corporation" or "GM") 1999 Annual
Report on Form 10-K, and all other GM, Hughes Electronics Corporation and
Subsidiaries (Hughes), and General Motors Acceptance Corporation and
Subsidiaries (GMAC) filings with the Securities and Exchange Commission. All
earnings per share amounts included in the MD&A are reported as diluted.
GM presents separate financial information for the following businesses:
Automotive, Communications Services, and Other Operations and Financing and
Insurance Operations.
GM's reportable operating segments within its Automotive, Communications
Services, and Other Operations business consist of:
. GM Automotive (GMA), is comprised of four regions: GM North America
(GMNA), GM Europe (GME), GM Latin America/Africa/Mid-East (GMLAAM), and GM
Asia/Pacific (GMAP).
. Hughes includes activities relating to digital entertainment, information
and communications services, and satellite-based private business
networks.
. The Other segment includes the design, manufacturing, and marketing of
locomotives and heavy-duty transmissions, the elimination of intersegment
transactions, and certain non-segment specific revenues and expenditures.
GM's reportable operating segments within its Financing and Insurance
Operations business consist of GMAC and Other. The Financing and Insurance
Operations' Other segment includes financing entities operating in the U.S.,
Canada, Brazil, Sweden, and Mexico which are not associated with GMAC.
The following discussion of GM's reportable operating segments should be read
in conjunction with Note 11 to the GM consolidated financial statements.
The disaggregated financial results for GMA have been prepared using a
management approach, which is consistent with the basis and manner in which GM
management internally disaggregates financial information for the purpose of
assisting in making internal operating decisions. In this regard, certain common
expenses were allocated among regions less precisely than would be required for
stand-alone financial information prepared in accordance with generally accepted
accounting principles (GAAP) and certain expenses (primarily certain U.S. taxes
related to non-U.S. operations) were included in the Automotive, Communications
Services, and Other Operations' Other segment. The financial results represent
the historical information used by management for internal decision making
purposes; therefore, other data prepared to represent the way in which the
business will operate in the future, or data prepared on a GAAP basis, may be
materially different.
RESULTS OF OPERATIONS
In the second quarter of 2000, GM's consolidated income from continuing
operations totaled $1.8 billion or $2.93 per share of GM $1-2/3 par value common
stock, which represents an increase of $17 million compared with $1.7 billion or
$2.66 per share of GM $1-2/3 par value common stock in the second quarter of
1999. GM's consolidated income from continuing operations for the six months
ended June 30, 2000 was $3.5 billion or $5.74 per share of GM $1-2/3 par value
common stock, which represents a decrease of $20 million compared with $3.6
billion or $5.33 per share of GM $1-2/3 par value common stock for the six
months ended June 30, 1999.
On April 12, 1999, the GM Board of Directors (GM Board) approved the complete
separation of Delphi Automotive Systems Corporation (Delphi) from GM by means of
a spin-off (which was tax-free to GM and its stockholders for U.S. federal
income tax purposes) which was completed on May 28, 1999 and, accordingly, the
financial results related to Delphi for all periods presented are reported as
discontinued operations. GM's net income for the second quarter of 1999,
including the income from discontinued operations, totaled $1.9 billion or $2.94
per share of GM $1-2/3 par value common stock. GM's net income for the six
months ended June 30, 1999, including the income from discontinued operations,
totaled $4.0 billion or $5.97 per share of GM $1-2/3 par value common stock.
Additional information regarding the spin-off of Delphi is contained in Note 2
to the GM consolidated financial statements.
- 15 -
<PAGE>
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Vehicle Unit Deliveries of Cars and Trucks - GMA
Three Months Ended June 30,
---------------------------
2000 1999
---- ----
GM as GM as
a % of a % of
Industry GM Industry Industry GM Industry
-------- --- -------- -------- --- --------
(Units in Thousands)
GMNA
United States
Cars 2,450 695 28.4% 2,398 727 30.3%
Trucks 2,420 660 27.3% 2,338 669 28.6%
----- ----- ----- -----
Total United States 4,870 1,355 27.8% 4,736 1,396 29.5%
Canada, Mexico, and Other 718 197 27.4% 686 193 28.1%
------ ----- ------ -----
Total GMNA 5,588 1,552 27.8% 5,422 1,589 29.3%
GME 5,405 522 9.7% 5,359 539 10.1%
GMLAAM 898 144 16.0% 792 126 16.0%
GMAP 2,954 104 3.5% 2,818 104 3.7%
------ ----- ------ -----
Total Worldwide 14,845 2,322 15.6% 14,391 2,358 16.4%
====== ===== ====== =====
Six Months Ended June 30,
---------------------------
2000 1999
---- ----
GM as GM as
a % of a % of
Industry GM Industry Industry GM Industry
-------- --- -------- -------- --- --------
(Units in Thousands)
GMNA
United States
Cars 4,677 1,339 28.6% 4,406 1,355 30.8%
Trucks 4,685 1,299 27.7% 4,361 1,203 27.6%
----- ----- ----- -----
Total United States 9,362 2,638 28.2% 8,767 2,558 29.2%
Canada, Mexico, and Other 1,314 355 27.0% 1,234 345 28.0%
----- ----- ----- -----
Total GMNA 10,676 2,993 28.0% 10,001 2,903 29.0%
GME 10,952 1,046 9.6% 10,666 1,047 9.8%
GMLAAM 1,776 282 15.9% 1,584 252 15.9%
GMAP 6,314 221 3.5% 5,965 215 3.6%
------ ----- ------ -----
Total Worldwide 29,718 4,542 15.3% 28,216 4,417 15.7%
====== ===== ====== =====
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
------ ------ ------ ------
(Units in Thousands)
Wholesale Sales
GMNA
Cars 806 754 1,537 1,537
Trucks 770 783 1,528 1,502
---- ----- ----- -----
Total GMNA 1,576 1,537 3,065 3,039
----- ----- ----- -----
GME
Cars 505 520 965 954
Trucks 34 36 73 71
----- ----- ----- -----
Total GME 539 556 1,038 1,025
----- ----- ----- -----
GMLAAM
Cars 105 93 197 168
Trucks 49 43 92 90
----- ----- ----- -----
Total GMLAAM 154 136 289 258
----- ----- ----- -----
GMAP
Cars 42 36 81 75
Trucks 53 62 130 116
----- ----- ----- -----
Total GMAP 95 98 211 191
----- ----- ----- -----
Total Worldwide 2,364 2,327 4,603 4,513
===== ===== ===== =====
- 16 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
GMA Financial Review
GMA reported income of $1.5 billion and a net margin of 3.7% on net sales and
revenues of $39.9 billion for the second quarter of 2000 compared with income of
$1.6 billion and a net margin of 4.1% on net sales and revenues of $37.8 billion
for the prior year quarter. The decrease in net margin from the prior year
quarter was primarily due to an increase in spending for product development
activities, unfavorable product mix in Europe and North America, unfavorable
currency exchange, and equity losses from Isuzu, partially offset by higher
wholesale sales volumes and material cost savings. These factors also
contributed to the decrease in income to $3.0 billion and a net margin of 3.8%
on net sales and revenues of $78.2 billion for the six months ended June 30,
2000, compared with income of $3.1 billion and a net margin of 4.2% on net sales
and revenues of $73.1 billion for the prior year six-month period.
GMNA reported income of $1.4 billion for the second quarter of 2000 compared
with $1.5 billion for the prior year quarter. The decrease in GMNA's second
quarter 2000 income was primarily due to an increase in spending for product
development activities, as well as unfavorable currency exchange and product
mix, partially offset by material cost improvements and higher wholesale sales
volumes. Income for the six months ended June 30, 2000 totaled $2.7 billion
compared with $2.9 billion for the prior year six-month period. The decrease in
income for the first six months of 2000 was primarily due to competitive pricing
pressure, labor economics, and an increase in spending for product development
activity, partially offset by material cost improvements and higher wholesale
sales volumes. Net price, which comprehends the percent increase/(decrease) a
customer pays in the current period for the same comparably equipped vehicle
produced in the previous year's period, was essentially flat for the quarter.
GME reported income of $166 million for the second quarter of 2000 compared
with $187 million for the prior year quarter. The decrease in GME's second
quarter 2000 income was primarily due to a decrease in wholesale sales volumes
related to the work stoppage in Bochum, Germany, unfavorable product mix, and a
shift in volumes within Europe from higher margin markets to lower margin
markets. These decreases were partially offset by material cost improvements and
structural cost reductions. Income for the six months ended June 30, 2000
totaled $387 million compared with $361 million for the prior year six-month
period. The improvement in income for the first six months of 2000 was primarily
due to material and structural cost improvements and higher wholesale sales
volumes related to the Zafira and Corsa, partially offset by the unfavorable
shift in market mix and increased pricing pressures.
During 1999, the European parliament began consideration of legislation
regarding end-of-life vehicles and the responsibility of manufacturers of such
vehicles for dismantling and recycling vehicles they have sold. GME is currently
assessing the impact of this potential legislation on their results of
operations and financial position.
GMLAAM reported income of $10 million for the second quarter of 2000 compared
with a loss of $38 million for the prior year quarter. The increase in GMLAAM's
second quarter 2000 earnings compared to second quarter 1999 results was
primarily due to higher wholesale sales volumes and nominal price increases,
partially offset by increased manufacturing costs in preparation for the start
of production of the Celta at the Gravatai Plant in Brazil, as well as increased
material and freight costs in Brazil driven by GM do Brasil's and its suppliers'
exposure to hard currencies and inflationary factors. These factors, along with
equity income improvements from several joint ventures in the region during the
first three months of 2000 contributed to the increase in income for the six
months ended June 30, 2000 to $11 million compared to a loss of $63 million for
the prior year six-month period.
GMAP reported a loss of $123 million for the second quarter of 2000 compared
with a loss of $81 million for the prior year quarter. The increase in GMAP's
second quarter 2000 losses compared to second quarter 1999 results was primarily
due to increased equity losses at Isuzu resulting from the continued weakening
of the Japanese commercial vehicle market, as well as the strengthening of the
Japanese Yen, partially offset by continued strong performance in Australia by
Holden. Losses for the six months ended June 30, 2000 totaled $116 million
compared with losses of $141 million for the prior year six-month period. The
decrease in losses for the first six-months of 2000 was primarily due to
continued strong performance in Australia by Holden and improved equity earnings
at Shanghai GM, partially offset by the increased equity losses at Isuzu.
- 17 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Hughes Financial Review
Hughes' net sales and revenues increased to $2.3 billion and $4.4 billion in
the second quarter and first six months of 2000, respectively, compared to $1.8
billion and $3.4 billion for the comparable periods in 1999. The increase in net
sales and revenues was primarily attributable to the growth in the DIRECTV
businesses due to the addition of approximately 1,063,000 new subscribers in the
United States and Latin America since December 31, 1999, and added revenues from
the PRIMESTAR By DIRECTV and premium channel services. The PRIMESTAR
medium-power direct-to-home and United States Satellite Broadcasting Company,
Inc. (USSB) premium channel services businesses were acquired in mid-1999. Also
contributing to the increase in net sales and revenues was Hughes Network
Systems, which shipped nearly 2 million DIRECTV receiver systems during the
first half of 2000 compared to approximately 1 million shipped in the same
period in 1999, and the outright sales and sales-type leases of satellite
transponders at PanAmSat in 2000. These increases were partially offset by a net
decrease in contract sales at Hughes Space and Communications (HSC), the
discontinuation of certain narrow band wireless product lines at Hughes Network
Systems, and a $155 million pre-tax gain
included in the first six months of 1999 related to the settlement of a patent
infringement case.
Hughes had a net loss of $69 million in the second quarter of 2000,
compared with a net loss of $98 million in the second quarter of 1999. The 1999
results included a one-time pre-tax charge of $125 million at HSC related to
increased development costs and schedule delays on several new product lines.
Excluding the one-time charge, Hughes' net loss increased $47 million in the
second quarter of 2000 compared to the second quarter of 1999. This change
resulted from increased subscriber acquisition costs to support the increased
subscriber growth at the Direct-To-Home businesses and increased depreciation
and amortization expense that resulted from the 1999 acquisitions of PRIMESTAR,
USSB, and Galaxy Brasil, Ltda. (GLB), partially offset by the profit from
the sales-type lease transactions at PanAmSat. Hughes' net loss was $151 million
for the first six months of 2000, compared with a net loss of $25 million for
the same period in 1999. The increase in net loss for the first six months of
2000 was primarily due to increased subscriber acquisition costs at the
Direct-To-home businesses and an increase in depreciation and amortization
expense due to the acquisitions discussed above and the launch of new satellites
since the second quarter of 1999. These increases in net loss were partially
offset by an increase in Hughes' income tax benefit related to both the
write-off of Hughes' historical investments in DIRECTV Japan and increased
operating losses in 2000. The net loss for the first six months of 1999 included
the $155 million pre-tax gain discussed above, partially offset by a pre-tax
charge of $92 million resulting from the termination of a satellite systems
contract with Asia-Pacific Mobile Telecommunications Satellite Pte. Ltd. and the
$125 million pre-tax charge at HSC discussed above.
GMAC Financial Review
GMAC's revenue totaled $5.8 billion and $11.4 billion in the second quarter
and first six months of 2000, respectively, compared to $4.9 billion and $9.7
billion for the comparable periods in 1999. The increase in revenue was mainly
due to higher average retail, wholesale, operating lease, and other loan
receivables balances which resulted primarily from strong GM sales levels and
GM-sponsored special financing programs. In addition, revenue increased due to
increases in mortgage servicing, processing, and investment fees. Other income
increased due to a number of acquisitions, the most significant one being the
acquisition of the asset-based lending and factoring business unit of The Bank
of New York in July 1999.
GMAC earned consolidated net income of $395 million, up from $391 million
earned in the second quarter of 1999. Net income for the first six months of
2000 was $792 million, up 1% from the $783 million reported in the same period a
year ago. The increase was primarily due to the continued growth in assets from
automotive and other financing operations and higher investment and other income
from insurance operations, partially offset by recent increases in borrowing
costs and a slowdown in mortgage volumes due to rising interest rates.
- 18 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
Automotive, Communications Services, and Other Operations
---------------------------------------------------------
Cash, marketable securities, and $3.0 billion of assets of the Voluntary
Employees' Beneficiary Association (VEBA) trust invested in fixed-income
securities, at June 30, 2000 totaled $13.3 billion compared with $14.4 billion
at December 31, 1999 and $16.7 billion at June 30, 1999. The decrease from
December 31, 1999 is primarily due to GM's purchase of 20% of Fuji Heavy
Industries Ltd., and a $1.0 billion cash equity injection in GMAC. The total
VEBA assets in the VEBA trust used to pre-fund part of GM's other postretirement
benefits liability were $6.9 billion at June 30, 2000, compared to $6.3 billion
at December 31, 1999 and $4.6 billion at June 30, 1999. GM previously indicated
that it had a goal of maintaining $13.0 billion of cash and marketable
securities in order to continue funding product development programs throughout
the next downturn in the business cycle. This $13.0 billion target includes cash
to pay certain costs that were pre-funded in part by VEBA contributions.
Net liquidity, calculated as cash and marketable securities less the total of
loans payable and long-term debt, was $(738) million at June 30, 2000, compared
with $2.0 billion at December 31, 1999 and $5.4 billion at June 30, 1999.
Long-term debt was $8.5 billion at June 30, 2000, compared to $7.4 billion at
December 31, 1999 and $7.4 billion at June 30, 1999. The ratio of long-term debt
to long-term debt and GM's net assets of Automotive, Communications Services,
and Other Operations was 35.4% at June 30, 2000, compared to 43.7% at December
31, 1999 and 55.9% at June 30, 1999. The ratio of long-term debt and short-term
loans payable to the total of this debt and GM's net assets of Automotive,
Communications Services, and Other Operations was 41.6% at June 30, 2000,
compared to 49.6% at December 31, 1999 and 58.6% at June 30, 1999.
Financing and Insurance Operations
----------------------------------
At June 30, 2000, GMAC owned assets and serviced automotive receivables
totaling $173.3 billion, $11.0 billion above December 31, 1999. The increase
from year-end was principally the result of higher commercial and other loan
receivables, serviced retail loan receivables, other assets, serviced wholesale
loan receivables, operating lease assets, and due and deferred from receivable
sales. These increases were partially offset by a decline in real estate
mortgages held for sale.
Automotive and commercial finance receivables serviced by GMAC, including
sold receivables, totaled $104.5 billion at June 30, 2000, $7.6 billion above
December 31, 1999 levels. This increase was primarily a result of a $3.1 billion
increase in commercial and other loan receivables, a $2.7 billion increase in
serviced retail loan receivables, and a $1.9 billion increase in serviced
wholesale loan receivables. The change in commercial and other loan receivables
was primarily attributable to increases in secured notes, as well as continued
growth at GMAC Commercial Credit LLC. Continued GM-sponsored retail financing
incentives contributed to the rise in serviced retail loan receivables. The
increase in serviced wholesale loan receivables over year-end was a result of an
overall increase in the number of units financed in the industry and higher
penetration levels.
As of June 30, 2000, GMAC's total borrowings were $126.7 billion, compared
with $121.2 billion at December 31, 1999. The increased borrowings since
December 31,1999 were used to fund increased asset levels. GMAC's ratio of
consolidated debt to total stockholder's equity at June 30, 2000 was 9.6:1,
compared to 10.9:1 at December 31, 1999. The decline was due to capital
contributions from GM totaling $1.5 billion during the first quarter of 2000 and
an increase of $792 million in retained earnings in the first six months of
2000.
Book Value Per Share
Book value per share of GM $1-2/3 par value common stock was $38.44 at June
30, 2000, compared with $27.02 at December 31, 1999 and $20.02 at June 30, 1999.
Book value per share of GM Class H common stock was $7.69 at June 30, 2000,
compared with $5.40 at December 31, 1999 and $4.00 at June 30, 1999. Book value
per share was determined based on the liquidation rights of the various classes
of common stock, adjusted to reflect the GM Class H common stock split.
Return on Net Assets (RONA)
As part of its shareholder value initiatives, GM has adopted RONA as a
performance measure to heighten management's focus on balance sheet investments
and the return on those investments. GM's RONA calculation is based on
principles established by management and approved by the GM Board. GM's
four-quarter rolling-average RONA for continuing operations, excluding Hughes,
was 13.1% as of June 30, 2000.
- 19 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
CASH FLOWS
Automotive, Communications Services, and Other Operations
---------------------------------------------------------
Net cash provided by operating activities was $6.3 billion during the six
months ended June 30, 2000 compared with $12.8 billion for the prior year
period. The decrease in net cash provided by operating activities during the
first six months of 2000 was primarily the result of decreases in operating
liabilities. These decreases were primarily related to an extension of payment
terms in the first quarter of 1999 and decreases in accrued and other
liabilities in the first quarter of 2000.
Net cash used in investing activities amounted to $6.4 billion during the six
months ended June 30, 2000 compared with $9.4 billion in the prior year period.
The decrease in net cash used in investing activities during the first six
months of 2000 was primarily attributable to decreased cash used for investments
in companies and investments in marketable securities and operating leases,
partially offset by a $1.0 billion cash equity injection in GMAC.
Net cash used in financing activities was $224 million during the next six
months ended June 30, 2000 compared with $832 million in the prior year period.
The decrease in cash used for financing activities during the first six months
of 2000 was primarily due to reduced stock repurchases as a result of the
Corporation completing its $4.0 billion stock repurchase program in 1999, and
increases in loans payable, partially offset by the impact of the issuance of
$1.5 billion of preference stock to America Online in 1999.
Financing and Insurance Operations
----------------------------------
Net cash provided by operating activities totaled $3.3 billion and $8.5
billion during the six months ended June 30, 2000 and 1999, respectively. The
reduction in operating cash flow was primarily the result of a reduction in the
proceeds from sales of mortgage loans and securities held for trading and an
increase in miscellaneous assets, partially offset by a decrease in the
origination/purchases of mortgage loans.
Net cash used for investing activities during the six months ended June 30,
2000 totaled $10.8 billion, a $2.2 billion increase compared to the same period
last year. Net cash used increased primarily as a result of net increases in
acquisitions of finance receivables, partially offset by increased proceeds from
sales of finance receivables.
Net cash provided by financing activities during the six months ended June
30, 2000 totaled $7.6 billion, compared with cash provided of $2.3 billion
during the comparable 1999 period. The change was primarily the result of
increases in short-term loans payable and a $1.0 billion cash equity injection
from Automotive, Communications Services, and Other Operations, partially offset
by a net decrease in long-term debt.
Dividends
Dividends may be paid on common stocks only when, as, and if declared by the
GM Board in its sole discretion. GM's policy is to distribute dividends on its
GM $1-2/3 par value common stock based on the outlook and indicated capital
needs of the business. On May 2, 2000, the GM Board declared a quarterly cash
dividend of $0.50 per share on GM $1-2/3 par value common stock, paid June 10,
2000, to holders of record as of May 12, 2000. The GM Board also declared a
quarterly dividend on the Series G Depositary Shares of $0.57 per share, paid
August 1, 2000, to holders of record on July 3, 2000. With respect to GM Class H
common stock, the GM Board determined that it will not pay any cash dividends at
this time in order to allow the earnings of Hughes to be retained for investment
in its telecommunications and space businesses. A quarterly dividend of $8.7793
per share for the GM Series H 6.25% Automatically Convertible Preference Stock
was paid August 1, 2000, to the holder of record on July 3, 2000.
Employment and Payrolls
Worldwide employment at June 30, (in thousands) 2000 1999
---- ----
GMNA 218 226
GME 90 83
GMLAAM 24 22
GMAP 11 10
GMAC 27 26
Hughes 18 18
Other 13 12
---- ----
Total employees 401 397
=== ===
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
Worldwide payrolls - (in billions) $5.8 $5.6 $11.4 $11.0
=== === ==== ====
- 20 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
New Accounting Standard
In June 1999, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 137, Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133 - an Amendment of FASB Statement No. 133. This
statement defers, for one year, the effective date of SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, to those fiscal years
beginning after June 15, 2000. SFAS No. 133 requires all derivatives to be
recorded as either assets or liabilities and the instruments to be measured at
fair value. Gains or losses resulting from changes in the values of those
derivatives are to be recognized immediately or deferred depending on the use of
the derivative and whether or not it qualifies as a hedge.
In June 2000, the FASB issued SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities - an Amendment of FASB Statement No.
133. This statement amends issues in SFAS No. 133 to ease implementation
difficulties. The amendment includes permitting normal purchases and sales
exceptions to be applied to contracts that meet certain net settlement
provisions, redefining the risks that can be identified as the hedged risk,
allowing a recognized foreign-currency-denominated asset or liability to be the
hedged item in a fair value or cash flow hedge, and allowing certain
intercompany derivatives to be designated as hedging instruments.
GM will adopt SFAS No. 133 by January 1, 2001, as required. Management is
currently assessing the impact of this statement on GM's results of operations
and financial position.
* * * * * * *
- 21 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
PART II
ITEM 1. LEGAL PROCEEDINGS
(a) Material pending proceedings, other than ordinary routine litigation
incidental to the business, to which the Corporation became, or was, a party
during the quarter ended June 30, 2000 or subsequent thereto, but before the
filing of this report are summarized below:
Other Matters
Hughes Communications Galaxy, Inc. (HCGI) filed a lawsuit on March 22, 1991,
against the U.S. Government based upon National Aeronautics and Space
Administration's (NASA) breach of contract to launch ten satellites on the Space
Shuttle. The U.S. Court of Federal Claims granted HCGI's Motion for Summary
Judgment on the issue of liability on November 30, 1995. A trial was held on May
1, 1998 on the issue of damages. On June 30, 2000, a final judgment was entered
for HCGI in the amount of $103 million. Both Hughes and the U.S. Government have
the ability to appeal the final judgement. On July 13, 2000, HCGI filed its
Notice to Appeal the Judgment to the U.S. Court of Appeals for the Federal
Circuit. HCGI is appealing for a greater amount than was awarded. While we
cannot be certain, we anticipate the appeal process to take one to two years. We
have not established any contingent gain for this award.
* * *
With respect to the previously reported action against DIRECTV filed by
General Electric Capital Corporation (GECC), a trial commenced on June 12, 2000.
GECC presented evidence to the jury of damages of $157 million; DIRECTV sought
damages from GECC of $45 million. On July 21, 2000, the jury returned a verdict
in GECC's favor in the amount of $133 million. GECC may also seek attorneys'
fees and penalty interest under Connecticut statute. Hughes and DIRECTV will
appeal. GM does not believe that the litigation will ultimately have a material
adverse impact on Hughes' results of operations or financial position.
* * *
Environmental Matters
On June 16, 2000 the Michigan Department of Environmental Quality (MDEQ)
proposed a settlement payment in excess of $100,000 for alleged violations of
Federal and State air regulations at the Powertrain Saginaw Metal Casting
Operations plant in Saginaw, Michigan. The alleged violations involved the lack
of proper approvals and are not related to any degradation of the environment.
GM is pursuing settlement discussions with MDEQ.
* * *
(b) Previously reported legal proceedings which have been terminated, either
during the quarter ended June 30, 2000, or subsequent thereto, but before the
filing of this report are summarized below:
It was previously reported that in August, 1996, the California Air Resources
Board (CARB) ordered General Motors to recall about 11,500 1992 MY "S" Trucks.
The CARB claimed that the engines in these trucks, known by their emissions
engine family designator as N3G4.3TBXEB2, exceeded the applicable new motor
vehicle emissions standard for oxides of nitrogen (Nox). In addition to the
ordered recall, the CARB threatened civil penalties up to $57 million. General
Motors believed that it had valid defenses to all CARB's claims and had
requested and been granted an administrative review of the penalties and recall
order. General Motors' defenses included the failure of CARB's outside
contractor test laboratory to comply with the Federal Test Procedure used to
identify non-compliant engine families. On May 22, 2000, General Motors received
a letter from CARB advising that the CARB "is withdrawing the recall order for
engine family N3G4.3TBXEB2, ... based on our determination that discrepancies in
the vehicle procurement process preclude reliance on the test data that is the
basis for the subject recall." This successfully concluded this matter.
* * * * * *
- 22 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The annual meeting of stockholders of the Registrant was held on
June 6, 2000.
At that meeting, the following matters were submitted to a vote of
the stockholders of General Motors Corporation:
2000 General Motors Annual Meeting
Final Voting Results
(All classes of common stock)
Proposal Voting Results
-------- --------------
Votes* Percent**
------- ---------
Item No. 1
Nomination and Election of Directors
The Judges subscribed and delivered a certificate reporting that the
following nominees for directors had received the number of votes* set opposite
their respective names.
Percy N. Barnevik For 473,514,221 97.4%
Withheld 12,500,265 2.6
John H. Bryan For 473,387,247 97.4
Withheld 12,627,239 2.6
Thomas E. Everhart For 474,999,970 97.7
Withheld 11,014,516 2.3
George M. C. Fisher For 473,615,611 97.4
Withheld 12,398,875 2.6
Nobuyuki Idei For 475,005,214 97.7
Withheld 11,009,272 2.3
Karen Katen For 475,151,878 97.8
Withheld 10,862,608 2.2
J. Willard Marriott, Jr. For 473,376,434 97.4
Withheld 12,638,052 2.6
Harry J. Pearce For 475,148,318 97.8
Withheld 10,866,168 2.2
Eckhard Pfeiffer For 473,303,101 97.4
Withheld 12,711,385 2.6
John F. Smith, Jr. For 475,126,468 97.8
Withheld 10,888,018 2.2
G. Richard Wagoner, Jr. For 475,186,444 97.8
Withheld 10,828,042 2.2
Lloyd D. Ward For 475,088,501 97.8
Withheld 10,925,985 2.2
Dennis Weatherstone For 475,068,161 97.7
Withheld 10,946,325 2.3
Item No. 2
A proposal of the Board For 480,516,944 98.9%
of Directors that the Against 2,113,785 0.4
stockholders ratify the Abstain 3,383,757 0.7
selection of Deloitte &
Touche LLP as independent
public accountants for the
year 2000.
Item No. 3
A Board of Directors proposal For (a) 370,113,613 59.9%
for approval of amendment Against (a) 111,390,614 18.0
to the Certificate of Abstain (a) 4,511,259 0.7
Incorporation
of General Motors Corporation For (b) 53,963,209 65.0%
to increase the number of Against (b) 8,679,958 10.4
authorized shares of Class H Abstain (b) 125,336 0.1
Common Stock of the Corporation
from 600,000,000 shares to
3,600,000,000 shares.#
- 23 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - concluded
Proposal Voting Results
-------- --------------
Votes* Percent**
------- ---------
Item No. 4
A stockholder proposal that the For 33,925,920 8.6%
Board of Directors take Against 353,040,746 89.3
necesary steps to identify by Abstain 8,474,837 2.1
name and corporate title those
executive officers who are
contractually entitled to
receive in excess of $250,000
annually.
Item No. 5
A stockholder proposal to limit For 28,124,503 7.1%
the director compensation based Against 358,405,204 90.6
on GM market share growth. Abstain 8,910,326 2.3
Item No. 6
A stockholder proposal to have For 26,541,991 6.7%
the Board nominate at least two Against 358,601,282 90.7
candidates for each Board Abstain 10,296,762 2.6
position.
Item No. 7
A stockholder proposal to adopt For 87,953,572 22.2%
a cumulative voting policy. Against 287,744,153 72.8
Abstain 19,742,304 5.0
Item No. 8
A stockholder proposal to have For 77,349,626 19.6%
independent directors on key Against 308,613,123 78.0
board committees. Abstain 9,477,280 2.4
Item No. 9
A stockholder proposal that For 49,903,173 12.6%
GM's spin-off companies retain Against 335,974,209 85.0
GM's good corporate governance Abstain 9,562,647 2.4
standards.
* Numbers represent the aggregate voting power of all votes cast as of June 6,
2000 with holders of GM $1-2/3 par value common stock casting one vote per
share and holders of GM Class H common stock casting 0.6 vote per share,
which represents the applicable voting power prior to the three-for-one stock
split of the GM Class H common stock in the form of a 200% stock dividend,
paid on June 30, 2000 to GM Class H common stockholders of record on June 13,
2000.
** Percentages represent the aggregate voting power of both classes of GM common
stock cast for each item, except Item No. 3 [see (a) and (b) below].
# Adoption required approval by the holders of a majority of both classes of GM
common stock voting together as a single class and the holders of GM Class H
common stock voting separately as a single class.
(a)On the basis of percentage of outstanding shares; holders of both classes of
GM common stock voting together as a single class.
(b)On the basis of percentage of outstanding shares; holders of GM Class H
common stock voting separately as a single class.
* * * * * *
- 24 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS (Including Those Incorporated by Reference).
Exhibit
Number Exhibit Name Page No.
------ ----------------------------------------------- --------
99 Hughes Electronics Corporation Financial Statements and
Management's Discussion and Analysis of Financial
Condition and Results of Operations 26
27 Financial Data Schedule (Unaudited)
(for Securities and Exchange Commission information only)
(b) REPORTS ON FORM 8-K.
Ten reports on Form 8-K, dated March 13, 2000 (filed April 19, 2000), April
13, 2000 (amendment filed April 18, 2000), April 27, 2000, May 2, 2000, May 4,
2000, May 9, 2000 (2 - exact duplicate), June 6, 2000, and June 12, 2000 were
filed during the quarter ended June 30, 2000 reporting matters under Item 5,
Other Events and reporting certain agreements under Item 7, Financial
Statements, Pro Forma Financial Information, and Exhibits.
* * * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MOTORS CORPORATION
--------------------------
(Registrant)
Date August 14, 2000 /s/Peter R. Bible
-------------------- -----------------
(Peter R. Bible, Chief Accounting Officer)
- 25 -
