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) June 6, 2000
----------------
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.)
300 Renaissance Center, Detroit, Michigan 48265-3000
-------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (313)-556-5000
--------------
- 1 -
ITEM 5. OTHER EVENTS
On July 18, 2000, a news release was issued on the subject of second
quarter consolidated earnings for General Motors Corporation (GM). The news
release did not include certain financial statements, related footnotes and
certain other financial information that will be filed with the Securities and
Exchange Commission as part of GM's Quarterly Report on Form 10-Q. Following is
the second quarter earnings release for GM, and their subsidiary Hughes
Electronics Corporation's (Hughes) earnings release dated July 17, 2000.
GM REPORTS RECORD SECOND-QUARTER REVENUE, NET INCOME AND EARNINGS PER SHARE
DETROIT -- General Motors Corp. (NYSE: GM) today reported all-time
second-quarter-record revenue, net income and earnings per share for the second
quarter of 2000. Net income during the period totaled $1.8 billion, or $2.93
diluted earnings per share of GM $1-2/3 par value common stock, driven by the
continued strong performance of GM's automotive and financial-services sectors.
That compares with net income of $1.7 billion, or $2.66 per share, in the second
quarter of 1999, the previous second-quarter record. Following are key data from
the second quarter (see Highlights for details):
- Net sales and revenues totaled $48.7 billion.
- Net income totaled $1.8 billion.
- GM's global automotive operations net income totaled $1.5 billion.
- General Motors Acceptance Corp. (GMAC) net income totaled
$395 million.
"We maintained our momentum and achieved record-setting second-quarter
results due to the continued strong performance of our global automotive
operations and GMAC," said GM Chairman John F. Smith, Jr.
"Overall corporate revenue increased 8.2 percent in the second quarter of
2000, compared with the same period a year ago, reflecting the continued
implementation of our global growth strategy," Smith said.
Cash, marketable securities, and assets of the Voluntary Employees'
Beneficiary Association (VEBA) trust invested in short-term fixed-income
securities totaled $13.3 billion at June 30, 2000, a level consistent with the
$13.4 billion reported at March 31, 2000. Strong operating cash flow during the
quarter allowed the corporation to fund capital expenditures, dividends, and an
equity stake in Fuji Heavy Industries of Japan, while still maintaining a strong
cash reserve.
GM's net margin was 3.6 percent in the second quarter of 2000, compared
with a net margin of 3.8 percent in the second quarter of 1999. The
corporation's four-quarter rolling-average return on net assets (RONA) for
continuing operations, excluding Hughes, was 13.1 percent for the period ending
June 30, 2000, compared with 11.2 percent in the corresponding year-earlier
four-quarter period.
"We're working as one company to maximize the strengths of our automotive
operations, which are unmatched in global presence, and our GMAC and Hughes
businesses," said G. Richard Wagoner, Jr., GM president and chief executive
officer. "We have a unique opportunity to leverage our massive customer base and
better serve customer needs throughout the world."
- 2 -
Following is a summary of income from GM's business segments in the second
quarter of 2000, compared with the prior-year period (see "Highlights" for
additional information):
Second Quarter Income (Loss) ($ in Millions)
Second Quarter
2000 1999
---- ----
GM North America $1,411 $1,483
GM Europe $166 $187
GM Latin America/Africa/Mid-East $10 $(38)
GM Asia Pacific $(123) $(81)
------ -----
Total Automotive $1,464 $1,551
GMAC $395 $391
Hughes $(64) $(92)
Other $(44) $(116)
----- ------
Total Income from
Continuing Operations $1,751 $1,734
"The key North American and European markets remained very strong during
the second quarter, and our automotive operations in those regions remained
solidly profitable. In addition, our Latin America/Africa/Mid East region posted
a significant profit turnaround with its third-consecutive profitable quarter, "
Wagoner said.
The slight decline in total automotive earnings was primarily due to
investments in North America for product programs and e-commerce initiatives,
new-product launch costs in Europe, and losses at GM's affiliate Isuzu, which
affected GM Asia Pacific.
"GMAC's financing operations remained strong and achieved a year-over-year
earnings increase in the quarter despite the negative impact of rising interest
rates," Wagoner said. In addition, GMAC's recent new-business investments in
commercial finance, full-service leasing, and international mortgage operations
are already providing a positive contribution to the bottom line as GMAC
continues to expand both its range of products and services and its geographic
reach.
Hughes Electronics' net sales and revenues increased 27 percent to $2.3
billion in the second quarter of 2000, from $1.8 billion in the prior-year
period. "The revenue increase was primarily driven by continued growth in the
DIRECTV business, which added a record 452,000 net new subscribers in the United
States during the quarter," said GM Vice Chairman Harry J. Pearce. DIRECTV
continues to be the world's largest direct-to-home provider of digital
entertainment programming with more than 8.7 million subscribers worldwide.
# # #
In this news release, use of the words anticipate, expect, should, believe,
plan, intensify, overcome, opportunities and similar words are associated with
forward-looking statements that are inherently subject to numerous risks and
uncertainties. Accordingly, there can be no assurance that the results described
in such forward-looking statements will be realized. The principal risk factors
that may cause actual results to differ materially from those expressed in
forward-looking statements contained in this news release are described in
various documents filed by GM with the U.S. Securities and Exchange Commission,
including GM's Annual Report on Form 10-K for the year ended Dec. 31, 1999,
filed March 13, 2000, (at page II-20).
- 3 -
HIGHLIGHTS - Q2 Financial Results
(Dollars in Millions Except
Per Share Amounts)
Three Months Ended
June 30,
---------------------
2000 1999
--------- ---------
Total net sales and revenues $48,743 $45,067
------ ------
Income from continuing operations $1,751 $1,734
Income from discontinued operations - 184
------ ------
Consolidated net income $1,751 $1,918
.............................................................
Earnings Attributable to Common Stocks
$1-2/3 par value
Continuing operations $1,762 $1,754
Discontinued operations - 184
------ ------
$1-2/3 par value $1,762 $1,938
Class H $(38) $(27)
.............................................................
Basic Earnings Per Share Attributable to Common Stocks
$1-2/3 par value
Continuing operations $2.99 $2.71
Discontinued operations - 0.28
------ ------
$1-2/3 par value $2.99 $2.99
Class H $(0.07) $(0.08)(2)
.............................................................
Earnings Per Share Attributable to Common Stocks Assuming
Dilution
$1-2/3 par value
Continuing operations $2.93 $2.66
Discontinued operations - 0.28
------ ------
$1-2/3 par value $2.93 $2.94
Class H $(0.07) $(0.08)(2)
.............................................................
Cash Dividends Per Share of Common Stocks
$1-2/3 par value $0.50 $0.50
Class H $ - $ -
.............................................................
Book Value Per Share of Common Stocks
June 30, Dec. 31, June 30,
2000 1999 1999
-------- ------- --------
$1-2/3 par value $38.44 $27.02 $20.02
Class H $7.69 $5.40(2) $4.00(2)
.............................................................
See footnotes beginning on page 7.
continues
- 4 -
HIGHLIGHTS - Q2 Net Income by Segment
(Dollars in Millions)
Income/(Loss)
Three Months Ended
June 30,
---------------------
2000 1999
-------- --------
GM North America (GMNA) $1,411 $1,483
GM Europe (GME) 166 187
GM Latin America/Africa/Mid-East (GMLAAM) 10 (38)
GM Asia/Pacific (GMAP) (123) (81)
----- -----
Total GM Automotive (GMA) $1,464 $1,551
Hughes (3) (64) (92)
Other (69) (150)
----- -----
Total Automotive, Communications
Services, and Other Operations $1,331 $1,309
GMAC $395 $391
Other 25 34
----- -----
Total Financing and Insurance Operations $420 $425
----- -----
Income from continuing operations $1,751 $1,734
Income from discontinued operations - 184
----- -----
Consolidated Net Income $1,751 $1,918
===== =====
Net profit margin from
Total GM Automotive (GMA) 3.7% 4.1%
Income from continuing operations 3.6% 3.8%
Three Months Ended
June 30, 2000
--------------------------------
GMNA GME GMLAAM GMAP
----- ------ ------ ------
Reported
--------
Total net sales and revenues $30,569 $7,142 $1,368 $790
------ ----- ----- ---
Pre-tax income (loss) $2,059 $278 $(32) $6
Income tax expense (benefit) 645 115 (24) 1
Equity income/(loss) and
minority interests (3) 3 18 (128)
----- ----- ----- ---
Net income (loss) $1,411 $166 $10 $(123)
===== ===== ===== ===
Net profit (loss) margin 4.6% 2.3% 0.7% (15.6%)
Effective income tax rate 31.3% 41.4% 75.0% 16.7%
Three Months Ended
June 30, 1999
--------------------------------
GMNA GME GMLAAM GMAP
----- ------ ------ ------
Reported
--------
Total net sales and revenues $28,821 $7,001 $1,215 $715
------ ----- ----- ---
Pre-tax income (loss) $2,139 $272 $(87) $(36)
Income tax expense (benefit) 677 84 (33) (13)
Equity income/(loss) and
minority interests 21 (1) 16 (58)
----- ----- ----- ---
Net income (loss) $1,483 $187 $(38) $(81)
===== ===== ===== ===
Net profit (loss) margin 5.1% 2.7% (3.1%) (11.3%)
Effective income tax rate 31.7% 30.9% 37.9% 36.1%
See footnotes beginning on page 7.
Continues
- 5 -
HIGHLIGHTS - Q2 Operating Information
Three Months Ended
June 30,
--------------------
2000 1999
------- -------
Worldwide Wholesale Sales (units in 000s)
United States: Cars 684 664
Trucks 669 699
------ ------
Total United States 1,353 1,363
Canada and Mexico 223 174
------ ------
Total GM North America 1,576 1,537
------ ------
GME 539 556
GMLAAM 154 136
GMAP 95 98
------ ------
Total International 788 790
------ ------
Total Worldwide 2,364 2,327
====== ======
....................................................
Vehicle Unit Deliveries (units in 000s)
United States
Chevrolet - Cars 242 240
- Trucks 468 476
Pontiac 165 178
GMC 150 149
Buick 111 127
Oldsmobile 81 101
Saturn 81 66
Cadillac 46 56
Other 11 3
------ ------
Total United States 1,355 1,396
Canada and Mexico 197 193
------ ------
Total GM North America 1,552 1,589
------ ------
GME 522 539
GMLAAM 144 126
GMAP 104 104
------ ------
Total International 770 769
------ ------
Total Worldwide 2,322 2,358
====== ======
....................................................
Market share
United States
Cars 28.4% 30.3%
Trucks 27.3% 28.6%
Total 27.8% 29.5%
Total North America 27.8% 29.3%
Total Europe 9.7% 10.1%
Latin America (4) 20.5% 20.1%
Asia and Pacific 3.5% 3.7%
Total Worldwide 15.6% 16.4%
.....................................................
U.S. Retail/Fleet Mix
% Fleet Sales - Cars 25.1% 25.6%
% Fleet Sales - Trucks 18.2% 16.5%
Total vehicles 21.7% 21.2%
....................................................
Days Supply of Inventory - U.S.
Cars 69 64
Trucks 96 75
.....................................................
Capacity Utilization %
U.S. and Canada (2-shift rated) 94.4% 90.7%
.....................................................
GMNA
Net Price (%) 0.0% (0.2%)
.....................................................
See footnotes beginning on page 7.
Continues
- 6 -
HIGHLIGHTS - Q2 Other Financial Information
(Dollars in Millions Except Per Share Amounts)
Three Months Ended
June 30,
----------------------
2000 1999
-------- ---------
Depreciation and Amortization (1)
Depreciation $972 $1,068
Amortization of special tools 661 635
Amortization of intangible
assets 81 48
------ -----
Total $1,714 $1,751
====== =====
....................................................
Worldwide Employment at June 30 (in 000s)
GMNA 218 227
GME 90 83
GMLAAM 24 22
GMAP 11 10
Hughes 18 18
GMAC 27 26
Other 13 11
------ ------
Total 401 397
====== ======
....................................................
Worldwide Payrolls $5,769 $5,584
....................................................
(1) Amounts exclude depreciation and amortization charges incurred by
financing and insurance operations.
(2) The 1999 earnings per share and book value per share amounts
attributable to the GM Class H common stock were restated to reflect
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.
(3) Excludes the effects of purchase accounting adjustments related to
General Motors' acquisition of Hughes in 1985, and excludes Hughes
Series A Preferred Stock dividends payable to General Motors.
(4) Latin America excludes the Middle East and Africa.
- 7 -
HIGHLIGHTS - Q2 Financial Results
(Dollars in Millions Except
Per Share Amounts)
Six Months Ended
June 30,
---------------------
2000 1999
--------- ---------
Total net sales and revenues $95,601 $87,502
------ ------
Income from continuing operations $3,534(5) $3,554
Income from discontinued operations - 426
------ ------
Consolidated net income $3,534(5) $3,980
.............................................................
Earnings Attributable to Common Stocks
$1-2/3 par value
Continuing operations $3,549 $3,535
Discontinued operations - 426
------ ------
$1-2/3 par value $3,549 $3,961
Class H $(71) $(4)
.............................................................
Basic Earnings Per Share Attributable to Common Stocks
$1-2/3 par value
Continuing operations $5.87 $5.44
Discontinued operations - 0.65
------ ------
$1-2/3 par value $5.87 $6.09
Class H $(0.15) $(0.01)(2)
.............................................................
Earnings Per Share Attributable to Common Stocks Assuming
Dilution
$1-2/3 par value
Continuing operations $5.74 $5.33
Discontinued operations - 0.64
------ ------
$1-2/3 par value $5.74 $5.97
Class H $(0.15) $(0.01)(2)
.............................................................
Cash Dividends Per Share of Common Stocks
$1-2/3 par value $1.00 $1.00
Class H $ - $ -
.............................................................
See footnotes beginning on page 11.
continues
- 8 -
HIGHLIGHTS - Q2 Net Income by Segment
(Dollars in Millions)
Income/(Loss)
Six Months Ended
June 30,
---------------------
2000 1999
-------- --------
GM North America (GMNA) $2,700 $2,904
GM Europe (GME) 387 361
GM Latin America/Africa/Mid-East (GMLAAM) 11 (63)
GM Asia/Pacific (GMAP) (116) (141)
----- -----
Total GM Automotive (GMA) $2,982 $3,061
Hughes (3) (141)(5) (14)
Other (105) (291)
----- -----
Total Automotive, Communications
Services, and Other Operations $2,736 (5) $2,756
GMAC $792 $783
Other 6 15
----- -----
Total Financing and Insurance Operations $798 $798
----- -----
Income from continuing operations $3,534 (5) $3,554
Income from discontinued operations - 426
----- -----
Consolidated Net Income $3,534 (5) $3,980
===== =====
Net profit margin from
Total GM Automotive (GMA) 3.8% 4.2%
Income from continuing operations 3.7% 4.1%
Six Months Ended
June 30, 2000
--------------------------------
GMNA GME GMLAAM GMAP
----- ------ ------ ------
Reported
--------
Total net sales and revenues $59,813 $13,976 $2,758 $1,653
------ ------ ----- -----
Pre-tax income (loss) $3,982 $627 $(68) $33
Income tax expense (benefit) 1,260 245 (47) 11
Equity income/(loss) and
minority interests (22) 5 32 (138)
----- ------ ----- -----
Net income (loss) $2,700 $387 $11 $(116)
===== ====== ===== =====
Net profit (loss) margin 4.5% 2.8% 0.4% (7.0%)
Effective income tax rate 31.6% 39.1% 69.1% 33.3%
Six Months Ended
June 30, 1999
--------------------------------
GMNA GME GMLAAM GMAP
----- ------ ------ ------
Reported
--------
Total net sales and revenues $56,227 $13,278 $2,248 $1,362
------ ------ ----- -----
Pre-tax income (loss) $4,256 $553 $(145) $(61)
Income tax expense (benefit) 1,349 189 (69) (19)
Equity income/(loss) and
minority interests (3) (3) 13 (99)
----- ------ ----- -----
Net income (loss) $2,904 $361 $(63) $(141)
===== ====== ===== =====
Net profit (loss) margin 5.2% 2.7% (2.8%) (10.4%)
Effective income tax rate 31.7% 34.2% 47.6% 31.1%
See footnotes beginning on page 11.
continues
- 9 -
HIGHLIGHTS - Q2 Operating Information
Six Months Ended
June 30,
----------------------
2000 1999
--------- ----------
Worldwide Wholesale Sales (units in 000s)
United States: Cars 1,306 1,335
Trucks 1,343 1,336
------ ------
Total United States 2,649 2,671
Canada and Mexico 416 368
------ ------
Total GM North America 3,065 3,039
------ ------
GME 1,038 1,025
GMLAAM 289 258
GMAP 211 191
------ ------
Total International 1,538 1,474
------ ------
Total Worldwide 4,603 4,513
====== ======
....................................................
Vehicle Unit Deliveries (units in 000s)
United States
Chevrolet - Cars 475 451
- Trucks 921 853
Pontiac 320 332
GMC 289 270
Buick 214 235
Oldsmobile 158 195
Saturn 145 117
Cadillac 98 87
Other 18 18
------ ------
Total United States 2,638 2,558
Canada and Mexico 355 345
------ ------
Total GM North America 2,993 2,903
------ ------
GME 1,046 1,047
GMLAAM 282 252
GMAP 221 215
------ ------
Total International 1,549 1,514
------ ------
Total Worldwide 4,542 4,417
====== ======
....................................................
Market share
United States
Cars 28.6% 30.8%
Trucks 27.7% 27.6%
Total 28.2% 29.2%
Total North America 28.0% 29.0%
Total Europe 9.6% 9.8%
Latin America (4) 20.0% 19.6%
Asia and Pacific 3.5% 3.6%
Total Worldwide 15.3% 15.7%
.....................................................
U.S. Retail/Fleet Mix
% Fleet Sales - Cars 26.9% 28.0%
% Fleet Sales - Trucks 16.7% 15.3%
Total vehicles 21.9% 22.0%
.....................................................
Capacity Utilization %
U.S. and Canada (2-shift rated) 90.9% 89.1%
.....................................................
See footnotes beginning on page 11.
Continues
- 10 -
HIGHLIGHTS - Q2 Other Financial Information
(Dollars in Millions Except Per Share Amounts)
Six Months Ended
June 30,
----------------------
2000 1999
--------- ----------
Depreciation and Amortization (1)
Depreciation $1,962 $2,071
Amortization of special tools 1,315 1,254
Amortization of intangible
assets 152 79
----- -----
Total $3,429 $3,404
===== =====
....................................................
Worldwide Payrolls $11,360 $10,981
....................................................
(1) Amounts exclude depreciation and amortization charges incurred by
financing and insurance operations.
(2) The 1999 earnings per share amount attributable to the GM Class H
common stock was restated to reflect 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.
(3) Excludes the effects of purchase accounting adjustments related to
General Motors' acquisition of Hughes in 1985, and excludes Hughes
Series A Preferred Stock dividends payable to General Motors.
(4) Latin America excludes the Middle East and Africa.
(5) Q1 2000 net income (loss) included a $13 million net loss at
Hughes related to the discontinuation of DIRECTV Japan's operations and
migration of its subscribers to SkyPerfecTV!. The net loss is comprised
of a pre-tax charge of approximately $171 million, partially offset by
a $158 million tax benefit associated with DTVJ's higher tax basis.
Note 1: Total cash of $13.3 billion referenced to in the press release
includes $10.3 billion of cash and marketable securities as well as
$3.0 billion invested in fixed income, securities of the
Corporation's $6.9 billion Voluntary Employees' Beneficiary
Association Trust.
Note 2: The Corporation's 2000 second-quarter return on net assets (RONA)
for continuing operations on an annualized basis, excluding Hughes,
was 14.8 percent.
- 11 -
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 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 - 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
$1-2/3 par value
Continuing operations $2.99 $2.71 $5.87 $5.44
Discontinued operations - 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
$1-2/3 par value
Continuing operations $2.93 $2.66 $5.74 $5.33
Discontinued operations - 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)
====== ====== ====== ======
- 12 -
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 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 - 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
==== ==== ==== ====
- 13 -
CONSOLIDATED BALANCE SHEETS
June 30, June 30,
2000 Dec. 31, 1999
GENERAL MOTORS CORPORATION AND SUBSIDIARIES (Unaudited) 1999 (Unaudited)
----------- -------- -----------
ASSETS (Dollars in Millions)
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) 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 16,660
Net receivable from Automotive, Comm. Serv.,
and Other Operations 1,182 1,001 478
----- ----- ---
Total Financing and Insurance Operations
assets 158,514 149,169 136,087
------- ------- -------
Total assets $291,349 $274,730 $256,938
======== ======== ========
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 10,517
-------- -------- --------
Total Financing and Insurance Operations
liabilities 144,936 137,826 125,438
Minority interests 647 596 591
General Motors - obligated mandatorily redeemable
preferred securities of subsidiary trusts
holding solely junior subordinated debentures
of General Motors
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) 895 1,033 1,075
Class H common stock
(issued, 873,646,596; 411,345,561 and
404,921,520 shares) 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 other 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 $256,938
======== ======== ========
Reference should be made to the notes to consolidated financial statements.
- 14 -
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Six Months Ended June 30,
-------------------------
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 $6,065 $3,283 $12,803 $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 (2,026) (8,883) (4,613) (8,201)
Operating leases - liquidations 1,788 4,602 2,889 4,007
Investments in companies, net of cash
acquired (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 (6,147) (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 3,296 12,619 2,433 15,248
Long-term debt-repayments (3,216) (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 304 - 1,799 -
Cash dividends paid to stockholders (679) - (673) -
--- ------ ----- -----
Net cash (used in) provided by financing
activities (224) 7,646 (832) 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 - - 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>
- 15 -
Hughes Reports 40% Revenue growth and
44% EBITDA growth in Second Quarter
Results Driven by Continued Record Sales of DIRECTV(R)Service and Equipment,
and Increased Sales at PanAmSat;
Galaxy Latin America Signs Up 1 Millionth Subscriber
El Segundo, Calif., July 17, 2000 -- Hughes Electronics Corporation
(Hughes), the world's leading provider of digital television entertainment,
satellite services and satellite-based private business networks, today reported
second quarter 2000 revenues increased 39.6% to $1,837.0 million, compared with
$1,316.1 million in the second quarter of 1999. EBITDA1 for the quarter
increased 44.5% to $179.6 million and EBITDA margin1 was 9.8%, compared to
EBITDA of $124.3 million and EBITDA margin of 9.4% in the second quarter of
1999.
"We're continuing to see excellent growth in DIRECTV subscribers, which is
driving our revenue," explained Michael T. Smith, Hughes chairman and chief
executive officer. "This growth is being fueled by particularly strong
subscriber additions in our urban and suburban markets, driven by the
introduction of local channels and growing demand for our unparalleled service."
Additionally, Hughes' 78%-owned Latin American DIRECTV service achieved
its milestone 1 millionth subscriber in June. "We're also seeing an acceleration
in the growth of our Latin American business with subscriber growth more than
doubling in the second quarter," Smith added.
"PanAmSat also contributed to our solid second quarter revenue growth with
the addition of several new sales-type leases of satellite transponders, and it
was the major contributor to our EBITDA growth in the quarter," Smith continued.
"With the launch of PAS-9 scheduled for this month, more than half of PanAmSat's
satellite fleet expansion plan will be complete, positioning them for future
growth."
Hughes had a second quarter 2000 loss2 of $63.8 million, compared to a
loss2 of $92.3 million in the same period for 1999. The lower loss was primarily
due to the net effect of a one-time second quarter 1999 after-tax charge of $76
million due to increased development costs and schedule delays in the satellite
manufacturing businesses, which are now reported as discontinued operations
pending the closure of their sale to The Boeing Company. The higher EBITDA in
the current quarter was offset by an increase in depreciation and amortization
resulting principally from the mid-1999 acquisitions of USSB and PRIMESTAR and
higher net interest expense.
Six-Month Financial Review
For the first half of 2000, revenues increased 58.4% to $3,540.1 million,
compared to $2,234.5 million in the first half of 1999. This growth was
primarily the result of record subscriber growth at DIRECTV in the United
States, as well as additional revenues resulting from the USSB and PRIMESTAR
transactions, higher outright sales and sales-type leases at PanAmSat, and
additional DIRECTV equipment sales at Hughes Network Systems.
- 16 -
EBITDA for the first six months of 2000 was $332.3 million and EBITDA
margin was 9.4%, compared to EBITDA of $235.3 million and EBITDA margin of 10.5%
in the same period of 1999. The increase in EBITDA was primarily attributable to
higher outright sales and sales-type leases at PanAmSat. The decline in margin
is mainly attributable to the increased marketing costs associated with the
record subscriber growth at DIRECTV in the United States and in Latin America,
and the lower margins associated with PanAmSat's outright sales and sales-type
leases.
For the first six months of 2000, losses2 totaled $140.4 million, compared
to losses2 of $14.0 million in 1999. The higher loss was primarily due to an
increase in depreciation and amortization resulting principally from the
mid-1999 acquisitions of USSB and PRIMESTAR, higher net interest expense, and an
increase in Hughes' portion of the operating losses of DIRECTV Japan (reported
in "Other, net"). Additionally, in the first quarter of 2000, Hughes took a
one-time pre-tax charge of $171 million (also reported in "Other, net") related
to its agreement with SkyPerfecTV! and the discontinuation of the DIRECTV Japan
business. The after-tax impact of this charge was a loss of $13 million, which
includes the tax benefits associated with the write-off of Hughes' historical
investments in DIRECTV Japan. These increased losses were partially offset by
the higher EBITDA.
Segment Financial Review: Second Quarter 2000
Direct-To-Home Broadcast
Second quarter revenues for the segment increased 43.9% to $1,252.2
million from $870.2 million in the second quarter of 1999. The segment had
negative EBITDA of $14.0 million compared with negative EBITDA of $11.5 million
in the second quarter of 1999.
United States: DIRECTV reported quarterly revenues of $1,129 million, a
45% increase from last year's second quarter revenues of $778 million. The
increase was due to continued strong subscriber growth as well as additional
revenues resulting from the USSB and PRIMESTAR transactions.
DIRECTV added a record 452,000 net new subscribers to its high-power
DIRECTV service in the quarter, a 24% increase over the 364,000 net new
subscribers added in the second quarter of 1999. In addition, 430,000 customers
were transitioned from the PRIMESTAR By DIRECTV medium-power service to the
high-power service in the quarter. As of June 30, 2000, DIRECTV had
approximately 8.7 million subscribers, including approximately 435,000 customers
subscribing to PRIMESTAR By DIRECTV.
EBITDA for the second quarter of 2000 was $26 million compared to EBITDA
of $13 million in last year's second quarter. This increase was principally due
to higher EBITDA attained from the larger high-power subscriber base, which more
than offset the higher marketing costs associated with the record subscriber
growth in the quarter, as well as EBITDA contributions from the USSB and
PRIMESTAR transactions.
Latin America: The DIRECTV business in Latin America generated $122 million
in revenues for the quarter, up 58% over the $77 million reported in the second
quarter of 1999. This increase was due to continued strong subscriber growth and
additional revenues resulting from the consolidation of Galaxy Brasil, Ltda.
(GLB)3.
The DIRECTV service in Latin America added 101,000 net new subscribers in
the second quarter of 2000, a 115% increase over the 47,000 acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
June 30, 2000 was 1,010,000.
The DIRECTV business in Latin America had negative EBITDA of $40 million
compared to negative EBITDA of $18 million for the same period in 1999. The
change was primarily due to the impact of the consolidation of GLB and higher
marketing expenses associated with the record subscriber growth.
- 17 -
Japan: Hughes' share of DIRECTV Japan's loss was $25 million for the
quarter, compared with a loss of $23 million in the second quarter of 1999.
Hughes will continue to report its share of DIRECTV Japan's losses throughout
2000, during which time the business is expected to be discontinued.
Satellite Services
PanAmSat, which is 81% owned by Hughes, generated second quarter 2000
revenues of $322.3 million compared with $200.4 million in the prior year's
period. The 60.8% increase was driven by new sales-type leases of satellite
transponders totaling $123 million, primarily on the recently launched Galaxy XR
and Galaxy IVR satellites serving customers in the United States and Mexico,
respectively. Revenues from outright sales and sales-type leases represent
substantial long-term commitments for PanAmSat services and these transactions
are subject to greater variation from period to period than are operating lease
revenues.
Second quarter 2000 EBITDA for the segment was $221.4 million, a 46.7%
increase over second quarter 1999 EBITDA of $150.9 million. The increase in
EBITDA was due to the new sales-type leases in the second quarter of 2000.
EBITDA margin in the second quarter of 2000 was 68.7%, compared to 75.3% in the
same period of 1999. This decline was due to the lower margins associated with
the new sales-type leases.
Network Systems
Hughes Network Systems (HNS) grew second quarter 2000 revenues 9.0% to
$371.8 million, versus $341.1 million in the second quarter of 1999. The
increased revenues were driven principally by higher sales of DIRECTV receiver
equipment. HNS shipped 913,000 DIRECTV receiver systems in the second quarter of
2000, compared to 495,000 units in the same period last year. These gains were
partially offset by lower revenues in HNS's wireless equipment business due to
the discontinuation of certain narrowband wireless businesses announced in
January, 2000.
In the quarter, HNS attained EBITDA of $0.8 million and EBITDA margin of
0.2%, compared to EBITDA of $29.5 million and 8.6% in the second quarter of
1999. The decline in EBITDA and EBITDA margin is primarily attributable to
increased investment in the `AOL Plus Powered by DirecPC' broadband product and
lower revenues resulting from the discontinuation of the narrowband wireless
businesses.
BALANCE SHEET
From December 31, 1999 to June 30, 2000, the Company's consolidated cash
balance increased $39.4 million to $277.6 million and total debt increased
$625.9 million to $2,767.3 million. The principal cash requirements for the
first six months of 2000 were related to capital expenditures for property,
plant, equipment and satellites.
Hughes Electronics Corporation is a unit of General Motors Corporation.
The earnings of Hughes are used to calculate the earnings per share attributable
to the General Motors Class H common stock (NYSE:GMH).
NOTE: Hughes Electronics Corporation believes that some of the foregoing
statements may constitute forward-looking statements. When used in this report,
the words "estimate," "plan," "project," "anticipate," "expect," "intend,"
"outlook," "believe," and other similar expressions are intended to identify
such forward-looking statements and information. Important factors that may
cause actual results of Hughes to differ materially from the forward-looking
statements in this report are set forth in the Form 10-Ks filed with the SEC by
GM and Hughes.
- 18 -
---------------------
1 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is the
sum of operating profit (loss) and depreciation and amortization. EBITDA
margin is calculated by dividing EBITDA by total revenues.
2 Equals reported Net Loss excluding the effects of purchase accounting
adjustments related to General Motors' acquisition of Hughes in 1985.
3 Galaxy Brasil, Ltda. (GLB) is the local operating company providing DIRECTV
service in Brazil, and its results have been consolidated since July of
1999 when Hughes purchased a majority ownership position.
###
- 19 -
STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET LOSS
(Dollars in Millions)
(Unaudited)
Six Months Ended
Second Quarter June 30,
-------------- --------
2000 1999 2000 1999
-----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing, and
other services $1,565.4 $1,060.9 $3,037.8 $1,802.0
Product sales 271.6 255.2 502.3 432.5
----------------------------------------------------------------------------
Total Revenues 1,837.0 1,316.1 3,540.1 2,234.5
----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and
other costs 686.7 478.3 1,354.5 778.0
Cost of products sold 234.7 207.8 433.0 358.2
Selling, general, and
administrative expenses 736.0 505.7 1,420.3 863.0
Depreciation and amortization 224.6 153.2 434.8 271.3
----------------------------------------------------------------------------
Total Operating Costs and
Expenses 1,882.0 1,345.0 3,642.6 2,270.5
----------------------------------------------------------------------------
Operating Loss (45.0) (28.9) (102.5) (36.0)
Interest income 4.3 4.6 8.2 18.2
Interest expense (57.8) (12.4) (102.7) (19.3)
Other, net (43.3) (34.1) (282.5) (64.7)
----------------------------------------------------------------------------
Loss from Continuing Operations
Before Income Taxes and
Minority Interests (141.8) (70.8) (479.5) (101.8)
Income tax benefit (54.8) (9.5) (276.6) (22.9)
Minority interests in net losses
of subsidiaries 4.5 6.8 12.1 13.3
----------------------------------------------------------------------------
Loss from continuing operations (82.5) (54.5) (190.8) (65.6)
Income (loss) from discontinued
operations, net of taxes 13.4 (43.1) 39.8 41.0
----------------------------------------------------------------------------
Net Loss (69.1) (97.6) (151.0) (24.6)
Adjustments to exclude the effect
of GM purchase accounting
adjustments 5.3 5.3 10.6 10.6
----------------------------------------------------------------------------
Loss Excluding the Effect of
GM Purchase Accounting
Adjustments (63.8) (92.3) (140.4) (14.0)
Preferred stock dividends (24.1) (1.6) (48.8) (1.6)
-----------------------------------------------------------------------------
Loss Used for Computation of
Available Separate Consolidated
Net Loss ($87.9) ($93.9) ($189.2) ($15.6)
=============================================================================
Available Separate Consolidated Net Loss
Average number of shares of
General Motors Class H Common
Stock outstanding (in millions)
(Numerator) 562.7 363.0 488.0 340.8
Average Class H dividend base
(in millions)(Denominator) 1,297.0 1,244.7 1,295.8 1,222.5
Available Separate Consolidated
Net Loss ($38.1) ($27.4) ($71.3) ($4.3)
=============================================================================
Certain 1999 amounts have been reclassified to conform with the
2000 presentation.
- 20 -
SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)
Six Months Ended
Second Quarter June 30,
---------------------------------------
2000 1999 2000 1999
---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues $1,252.2 $870.2 $2,426.0 $1,426.8
EBITDA (1) $(14.0) $(11.5) $(23.2) $(9.1)
Operating Loss $(134.8) $(73.1) $(260.8) $(98.0)
Depreciation and Amortization $120.8 $61.6 $237.6 $88.9
Capital Expenditures (2) 219.1 $78.2 387.1 $155.8
--------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues $322.3 $200.4 $621.4 $393.9
EBITDA (1) $221.4 $150.9 $422.4 $296.9
EBITDA Margin (1) 68.7% 75.3% 68.0% 75.4%
Operating Profit $139.8 $82.4 $267.1 $160.7
Operating Profit Margin 43.4% 41.1% 43.0% 40.8%
Depreciation and Amortization $81.6 $68.5 $155.3 $136.2
Capital Expenditures (3) $50.2 $135.4 $208.2 $475.2
--------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues $371.8 $341.1 $736.3 $572.0
EBITDA (1) $0.8 $29.5 $17.6 $30.7
EBITDA Margin (1) 0.2% 8.6% 2.4% 5.4%
Operating Profit (Loss) $(17.1) $9.7 $(17.0) $(8.2)
Operating Profit Margin N/A 2.8% N/A N/A
Depreciation and Amortization $17.9 $19.8 $34.6 $38.9
Capital Expenditures (4) $94.2 $70.6 $161.8 $72.8
--------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues $(109.3) $(95.6) $(243.6) $(158.2)
EBITDA (1) $(28.6) $(44.6) $(84.5) $(83.2)
Operating Loss $(32.9) $(47.9) $(91.8) $(90.5)
Depreciation and Amortization $4.3 $3.3 $7.3 $7.3
Capital Expenditures $1.6 $(18.4) $22.3 $(50.6)
--------------------------------------------------------------------------
TOTAL
Total Revenues $1,837.0 $1,316.1 $3,540.1 $2,234.5
EBITDA (1) $179.6 $124.3 $332.3 $235.3
EBITDA Margin (1) 9.8% 9.4% 9.4% 10.5%
Operating Loss $(45.0) $(28.9) $(102.5) $(36.0)
Depreciation and Amortization $224.6 $153.2 $434.8 $271.3
Capital Expenditures $365.1 $265.8 $779.4 $653.2
==========================================================================
Certain 1999 amounts have been reclassified to conform with the 2000
presentation.
(1)EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is
the sum of operating profit (loss) and depreciation and amortization. EBITDA
margin is calculated by dividing EBITDA by total revenues.
(2)Includes expenditures related to satellites amounting to $24.1 million,
$22.5 million, $35.7 million, and $75.5 million, respectively.
(3)Includes expenditures related to satellites amounting to $31.1 million,
$125.9 million, $177.1 million, and $315.6 million, respectively. Also
included in the first six months of 1999 is $141.3 million related to the
early buy-out of satellite sale-leaseback.
(4)Includes expenditures related to satellites amounting to $70.8 million,
$46.9 million, $124.5 million, and $46.9 million, respectively.
- 21 -
BALANCE SHEET
(Dollars in Millions)
June 30,
2000 December 31,
ASSETS (Unaudited) 1999
----------------------------------------------------------------------------
Current Assets
Cash and cash equivalents $277.6 $238.2
Accounts and notes receivable 1,048.8 960.9
Contracts in process 148.3 155.8
Inventories 327.8 236.1
Net assets of discontinued operations 1,201.3 1,224.6
Deferred income taxes 536.6 254.3
Prepaid expenses and other 776.3 788.1
----------------------------------------------------------------------------
Total Current Assets 4,316.7 3,858.0
Satellites - net 4,096.1 3,907.3
Property - net 1,441.0 1,223.0
Net Investment in Sales-type Leases 262.5 146.1
Intangible Assets - net 7,271.2 7,406.0
Investments and Other Assets 2,336.8 2,056.6
----------------------------------------------------------------------------
Total Assets $19,724.3 $18,597.0
============================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $1,044.7 $1,062.2
Deferred revenues 147.0 130.5
Short-term borrowings and current portion of
long-term debt 850.8 555.4
Accrued liabilities and other 1,244.5 894.0
----------------------------------------------------------------------------
Total Current Liabilities 3,287.0 2,642.1
Long-Term Debt 1,916.5 1,586.0
Other Liabilities and Deferred Credits 1,431.9 1,454.2
Deferred Income Taxes 940.0 689.1
Commitments and Contingencies
Minority Interests 592.2 544.3
Stockholder's Equity 11,556.7 11,681.3
----------------------------------------------------------------------------
Total Liabilities and Stockholder's Equity $19,724.3 $18,597.0
============================================================================
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).
- 22 -
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit
Exhibit 3(i) The Restated Certificate of Incorporation of General Motors
Corporation was amended on June 6, 2000, by deleting the first paragraph
of Article FOURTH thereof in its entirety and inserting the following in
lieu thereof:
FOURTH. The total authorized capital stock of the Corporation is as
follows: 5,706,000,000 shares, of which 6,000,000 shares shall be
Preferred Stock, without par value ("Preferred Stock"), 100,000,000 shares
shall be Preference Stock, $0.10 par value ("Preference Stock"), and
5,600,000,000 shares shall be Common Stock, of which 2,000,000,000 shares
shall be Common Stock, $1-2/3 par value ("Common Stock"), and
3,600,000,000 shares shall be Class H Common Stock, $0.10 par value
("Class H Common Stock").
The following footnote will now be associated with the Certificate of
Incorporation at Article Fourth, paragraph (b) and (d):
The voting and liquidation rights of the GM Class H common stock were
calculated to be 0.6 votes per share and 0.6 liquidation units per share
subsequent to the restructuring of Hughes on December 17, 1997. In
accordance with the adjustment provisions contained in paragraph (e)
hereof, as a result of a 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,
the voting and liquidation rights of the GM Class H common stock were
reduced 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.
Exhibit 3(ii) The By-Laws of General Motors Corporation, was amended on
June 6, 2000, reflecting amendments to paragraph 3 of Section 2.6 of
Article II; paragraph 4 of Section 2.6 of Article II; paragraph 2 of
Section 3.1 of Article III; Section 3.4 of Article III; and Section 4.1 of
Article IV as described below:
Section Amendment
------- ---------
2.6 Organization.
Paragraph 3 The board of directors may also elect one
of its members as vice chairman of the
board of directors who shall have such
duties and responsibilities as are
provided by these by-laws or may be
directed by the board of directors, the
chairman of the board, or the chairman of
the committee on director affairs of the
-----------------------------
board of directors.
2.6 Organization.
First sentence of
paragraph 4 In the absence of the chairman of the
board of directors, the vice chairman, or
in his absence, the chairman of the
---
committee on director affairs of the
-----------------------------
board of directors, or in his absence, a
member of the board selected by the
members present, shall preside at
meetings of the board.
- 23 -
3.1 Committees of the
Board of Directors.
First sentence of
paragraph 2 The following committees shall be
standing committees of the board: the
-----
investment funds committee, the audit
committee, the executive compensation
committee, the public policy committee,
the committee on director affairs and the
capital stock committee.
3.4 Executive Committee. Deleted, resulting in Section 3.5 through
3.10 being renumbered to 3.4 through 3.9
accordingly.
4.1 Elected Officers.
Penultimate sentence The board of directors may also elect
persons to hold such other offices and
---
have such responsibilities as the board
--------------------------
of directors shall determine, including a
-
chairman of the board and one or more
-------------------------
vice chairmen of the board.
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 July 18, 2000
-----------------
By
s/Peter R. Bible
-------------------------------
(Peter R. Bible,
Chief Accounting Officer)
- 23 -
