<PAGE>
This Form 8-K/A is being filed to amend the Form 8-K that was filed on
April 13, 2000 to correct a clerical error which labeled the March 1999 Balance
Sheet as March 2000.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported) April 13, 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 April 13, 2000, a news release was issued on the subject of first
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 first quarter earnings release for GM, and their subsidiary Hughes
Electronics Corporation's (Hughes) earnings release dated April 12, 2000.
GM'S FIRST-QUARTER 2000 EARNINGS PER SHARE OF $2.80 SET FIRST-QUARTER RECORD
DETROIT -- General Motors Corp. (NYSE: GM) today reported an all-time
first-quarter record of $2.80 diluted earnings per share of GM $1-2/3 par value
common stock in the first quarter of 2000 with continued strong performance by
GM's automotive and financial services sectors. That compares with $2.68
earnings per share in the first quarter of 1999, the previous first-quarter
record. Following are key data from the first quarter (see Highlights for
details):
- Net sales and revenues totaled $46.9 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 $397 million.
- Hughes, which continues to invest heavily in the growth of its DIRECTV
business, had a net loss of $77 million.
"We kept our momentum going in the first quarter," said GM Chairman and
Chief Executive Officer John F. Smith, Jr. "Our global automotive operations and
GMAC posted increases over the strong results in the same period last year."
Smith said, "Record market demand in North America and Europe was
accompanied by unrelenting competitive pressures, while economic conditions
continued to affect markets in the Latin America and Asia-Pacific regions. We're
particularly pleased that GM Europe improved its profitability during the
period, and that both GM Latin America/Africa/Middle East and GM Asia Pacific
were profitable -- a significant improvement over the first quarter last year."
Cash, marketable securities, and assets of the Voluntary Employees'
Beneficiary Association (VEBA) trust invested in short-term fixed-income
securities totaled $13.4 billion at March 31, 2000, compared with $16.2 billion
at March 31, 1999, and $14.4 billion at Dec. 31, 1999. These cash amounts
exclude GM's financing and insurance operations.
The corporation's 2000 first-quarter return on net assets (RONA) for
continuing operations on an annualized basis, excluding Hughes, was 15.9
percent, compared with 15.6 percent in the first quarter of 1999.
Following is a summary of income from GM's business segments in the first
quarter of 2000, compared with the prior-year period (see "Highlights" for
additional information):
- 2-
First Quarter Income (Loss) ($ in Millions)
First Quarter
2000 1999
------- -------
GM North America $1,290 $1,408
GM Europe $221 $174
GM Latin America/Africa
/Mid-East $1 $(25)
GM Asia Pacific $7 $(60)
Other Automotive $(1) $13
------- -------
Total Automotive $1,518 $1,510
GMAC $397 $392
Hughes $(77) $78
Other $(55) $(160)
---- -----
Total Income from
Continuing Operations $1,783 $1,820
GM Automotive's net margin was 4.0 percent in the first quarter of 2000,
compared with a net margin of 4.3 percent in the first quarter of 1999.
"GM's North American operations posted strong results, with first-quarter
results second only to the record-setting performance in the first quarter of
1999," said GM President and Chief Operating Officer G. Richard Wagoner, Jr. "In
addition, GM's three other automotive regions all posted significant profit
improvements. Although GM Europe continues to face a fiercely competitive
pricing environment, its net income increased 27 percent while unit-sales volume
rose about 6 percent," he said.
"We're particularly pleased that our Latin America and Asia-Pacific regions
moved into profitable positions in the first quarter, compared with the losses
each region posted in the first quarter of 1999," Wagoner said. "Significant
challenges remain in both regions due to continuing economic pressures, but the
teams are continuing to focus on the winning combination of delivering strong
products to these key growth markets while aggressively reducing costs."
"GMAC's first-quarter-2000 results were up year over year despite the
unfavorable impact of interest rate increases," Smith said. "Our North American
auto financing operation showed continued strength in a very competitive
market."
Hughes Electronics' net sales and revenues increased 30 percent to $2.1
billion in the first quarter of 2000, from $1.6 billion in the prior-year
period. "The revenue increase was primarily driven by continued growth in the
DIRECTV business, which added a record 405,000 net new subscribers during the
quarter," Smith said. "DIRECTV continues to be the world's largest
direct-to-home provider of digital entertainment programming with more than 8.3
million subscribers worldwide."
Hughes' net loss in the first quarter of 2000 was primarily related to
investments for future growth opportunities in its communications services,
which are expected to result in future increases in revenues and profits.
The Hughes results were also affected by restructuring costs related to
DIRECTV Japan (see Highlights).
# # #
- 3 -
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).
* * * * * *
- 4 -
HIGHLIGHTS - Q1 Financial Results
(Dollars in Millions Except
Per Share Amounts)
Three Months Ended
March 31,
----------------------
2000 1999
--------- ---------
Net sales and revenues
Manufactured products $40,396 $36,620
Financial services 4,075 3,509
Other income 2,387 2,306
-------- --------
Total net sales and revenues $46,858 $42,435
-------- --------
Income from continuing operations $1,783(3) $1,820
Income from discontinued operations - 242
-------- --------
Consolidated net income $1,783(3) $2,062
Net profit margin from
continuing operations 3.8% 4.3%
.............................................................
Earnings Attributable to Common Stocks
$1-2/3 par value
Continuing operations $1,786 $1,783
Discontinued operations - 242
-------- --------
$1-2/3 par value $1,786 $2,025
Class H $(32) $21
.............................................................
Basic Earnings Per Share Attributable to Common Stocks
$1-2/3 par value
Continuing operations $2.88 $2.73
Discontinued operations - 0.37
-------- --------
$1-2/3 par value $2.88 $3.10
Class H $(0.23) $0.20
.............................................................
Diluted Earnings Per Share Attributable to Common Stocks
$1-2/3 par value
Continuing operations $2.80 $2.68
Discontinued operations - 0.36
-------- --------
$1-2/3 par value $2.80 $3.04
Class H $(0.23) $0.19
.............................................................
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
March 31, Dec. 31, March 31,
2000 1999 1999
-------- ------- --------
$1-2/3 par value $29.42 $27.02 $22.40
Class H $17.65 $16.21 $13.44
.............................................................
See footnotes on page 8.
Continues
- 5 -
HIGHLIGHTS - Q1 Net Income by Segment
(Dollars in Millions)
Income/(Loss)
Three Months Ended
March 31,
----------------------
2000 1999
-------- --------
GM North America (GMNA) $1,290 $1,408
GM Europe (GME) 221 174
GM Latin America/Africa/Mid-East (GMLAAM) 1 (25)
GM Asia/Pacific (GMAP) 7 (60)
Other Automotive (1) 13
----- -----
Total GM Automotive (GMA) $1,518 $1,510
Hughes (1) (77)(3,5) 78
Other (36) (141)
----- -----
Total Automotive, Communications
Services, and Other Operations $1,405(3) $1,447
GMAC $397 $392
Other (19) (19)
----- -----
Total Financing and Insurance
Operations $378 $373
----- -----
Income from continuing operations $1,783(3) $1,820
Income from discontinued operations - 242
----- -----
Consolidated Net Income $1,783(3) $2,062
===== =====
Three Months Ended
March 31, 2000
--------------------------------
GMNA GME GMLAAM GMAP
----- ------ ------ ------
Reported
--------
Total net sales and revenues $30,141 $6,834 $1,390 $863
------ ----- ----- ---
Pre-tax income (loss) $1,922 $349 $(36) $27
Income tax expense (benefit) 615 130 (23) 10
Equity income/(loss) and
minority interests (17) 2 14 (10)
----- ----- ----- ---
Net income $1,290 $221 $1 $7
===== ===== ===== ===
Net profit margin 4.3% 3.2% 0.1% 0.8%
Effective income tax rate 32.0% 37.2% 63.9% 37.0%
Three Months Ended
March 31, 1999
--------------------------------
GMNA GME GMLAAM GMAP
----- ------ ------ ------
Reported
--------
Total net sales and revenues $28,068 $6,277 $1,033 $647
------ ----- ----- ---
Pre-tax income (loss) $2,097 $281 $(58) $(25)
Income tax expense (benefit) 665 105 (36) (6)
Equity income/(loss) and
minority interests (24) (2) (3) (41)
----- ---- --- ---
Net income (loss) $1,408 $174 $(25) $(60)
===== ==== === ===
Net profit (loss) margin 5.0% 2.8% (2.4%) (9.3%)
Effective income tax rate 31.7% 37.4% 62.1% 24.0%
See footnotes on page 8.
Continues
- 6 -
HIGHLIGHTS - Q1 Operating Information
Three Months Ended
March 31,
----------------------
2000 1999
--------- ----------
Worldwide Wholesale Sales (units in 000s)
United States: Cars 622 671
Trucks 674 637
------ ------
Total United States 1,296 1,308
Canada and Mexico 193 193
------ ------
Total GM North America 1,489 1,501
------ ------
GME 499 470
GMLAAM 135 122
GMAP 116 92
------ ------
Total International 750 684
------ ------
Total Worldwide 2,239 2,185
====== ======
....................................................
Vehicle Unit Deliveries (units in 000s)
United States
Chevrolet - Cars 233 212
- Trucks 453 376
Pontiac 155 153
GMC 139 121
Buick 103 107
Oldsmobile 77 94
Saturn 64 51
Cadillac 52 39
Other 7 8
------ ------
Total United States 1,283 1,161
Canada and Mexico 159 153
------ ------
Total GM North America 1,442 1,314
------ ------
GME 518 508
GMLAAM 133 125
GMAP 111 112
------ ------
Total International 762 745
------ ------
Total Worldwide 2,204 2,059
====== ======
....................................................
Market Share
United States
Cars 28.9% 31.3%
Trucks 28.3% 26.4%
Total 28.6% 28.8%
Total North America 28.4% 28.7%
Total Europe 9.4% 9.6%
Total Latin America(4) 19.7% 19.2%
Total Asia and Pacific 3.4% 3.5%
Total Worldwide 15.0% 14.9%
.....................................................
U.S. Retail/Fleet Mix
% Fleet Sales - Cars 29.0% 30.7%
% Fleet Sales - Trucks 15.1% 13.8%
Total vehicles 22.1% 22.9%
....................................................
Days Supply of Inventory - U.S.
Cars 82 76
Trucks 86 84
....................................................
Capacity Utilization %
U.S. and Canada (2-shift rated) 87.6% 87.5%
....................................................
GMNA
Net Price (%) (0.7%) (0.8%)
....................................................
See footnotes on page 8.
Continues
- 7 -
HIGHLIGHTS - Q1 Other Financial Information
(Dollars in Millions Except Per Share Amounts)
Three Months Ended
March 31,
----------------------
2000 1999
--------- ----------
Depreciation and Amortization (2)
Depreciation $990 $802
Amortization of special tools 654 619
Amortization of intangible
assets 71 31
------ -----
Total $1,715 $1,452
====== =====
....................................................
Worldwide Employment at March 31 (in 000s)
GMNA 214 222
GME 90 81
GMLAAM 23 23
GMAP 11 10
Hughes 18 16
GMAC 26 24
Other 13 11
------ ------
Total 395 387
====== ======
....................................................
Worldwide Payrolls $5,543 $5,354
....................................................
(1) Excludes the effects of purchase accounting adjustments related to
General Motors' acquisition of Hughes in 1985.
(2) Amounts exclude depreciation and amortization charges incurred by the
financing and insurance operations.
(3) Q1 2000 net income (loss) includes 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 loss of approximately $171 million, partially
offset by a $158 million tax benefit associated with DIRECTV Japan's
higher tax basis.
(4) Latin America excludes the Middle East and Africa.
(5) Excludes Hughes Series A Preferred Stock dividends payable to General
Motors.
NOTE:Total cash of $13.4 billion referenced to in the press release
includes $10.4 billion of cash and marketable securities
as well as $3.0 billion invested in fixed income securities of
the Corporation's $6.2 billion Voluntary Employees' Beneficiary
Association Trust.
- 8 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 31,
---------
2000 1999
---- ----
(Dollars in Millions
Except Per Share Amounts)
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Manufactured products sales and revenues $40,396 $36,620
Financing revenues 4,075 3,509
Other income 2,387 2,306
------- -------
Total net sales and revenues 46,858 42,435
------ ------
Cost of sales and other operating expenses,
exclusive of items listed below 33,465 30,666
Selling, general, and administrative expenses 4,786 3,822
Depreciation and amortization expense 3,238 2,724
Interest expense 2,228 1,845
Other expenses 509 438
-------- --------
Total costs and expenses 44,226 39,495
Income from continuing operations before income taxes
and minority interests 2,632 2,940
Income tax expense 783 1,029
Minority interests 2 (14)
Losses of nonconsolidated associates (68) (77)
------ ------
Income from continuing operations 1,783 1,820
Income from discontinued operations - 242
------ ------
Net income 1,783 2,062
Dividends on preference stocks (29) (16)
----- ------
Earnings attributable to common stocks $1,754 $2,046
===== =====
Basic earnings per share attributable to common stocks
$1-2/3 par value
Continuing operations $2.88 $2.73
Discontinued operations - 0.37
---- ----
Earnings per share attributable to $1-2/3 par value $2.88 $3.10
==== ====
Earnings per share attributable to Class H ($0.23) $0.20
==== ====
Diluted earnings per share attributable to common stocks
$1-2/3 par value
Continuing operations $2.80 $2.68
Discontinued operations - 0.36
---- ----
Earnings per share attributable to $1-2/3 par value $2.80 $3.04
==== ====
Earnings per share attributable to Class H ($0.23) $0.19
==== ====
- 9 -
CONSOLIDATED STATEMENTS OF INCOME - concluded
(Unaudited)
Three Months Ended
March 31,
---------
2000 1999
---- ----
(Dollars in Millions)
AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS
Manufactured products sales and revenues $40,396 $36,620
Other income 799 903
------ ------
Total net sales and revenues 41,195 37,523
------ ------
Cost of sales and other operating expenses,
exclusive of items listed below 33,465 30,666
Selling, general, and administrative expenses 3,480 2,741
Depreciation and amortization expense 1,715 1,452
------ ------
Total operating costs and expenses 38,660 34,859
------ ------
Interest expense 216 194
Other expenses 168 58
Net expense from transactions with Financing and
Insurance Operations 139 94
----- ------
Income from continuing operations before income taxes
and minority interests 2,012 2,318
Income tax expense 542 788
Minority interests 3 (6)
Losses of nonconsolidated associates (68) (77)
------ ------
Income from continuing operations 1,405 1,447
Income from discontinued operations - 242
------ ------
Net income - Automotive, Communications Services,
and Other Operations $1,405 $1,689
===== =====
Three Months Ended
March 31,
---------
2000 1999
---- ----
(Dollars in Millions)
FINANCING AND INSURANCE OPERATIONS
Financing revenues $4,075 $3,509
Insurance, mortgage, and other income 1,588 1,403
----- -----
Total revenues and other income 5,663 4,912
----- -----
Interest expense 2,012 1,651
Depreciation and amortization expense 1,523 1,272
Operating and other expenses 1,306 1,081
Provisions for financing losses 107 119
Insurance losses and loss adjustment expenses 234 261
------ ------
Total costs and expenses 5,182 4,384
----- -----
Net income from transactions with Automotive,
Communications Services, and Other Operations (139) (94)
--- ----
Income before income taxes 620 622
Income tax expense 241 241
Minority interests (1) (8)
----- -----
Net income - Financing and Insurance Operations $378 $373
=== ===
- 10 -
<PAGE>
CONSOLIDATED BALANCE SHEETS
Mar. 31, Mar.31,
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 $8,497 $9,730 $12,081
Marketable securities 1,948 1,698 1,137
------- ------- -------
Total cash and marketable securities 10,445 11,428 13,218
Accounts and notes receivable
(less allowances) 5,552 5,093 4,686
Inventories (less allowances) 12,028 10,638 11,566
Net assets of discontinued operations - - 3,191
Equipment on operating leases
(less accumulated depreciation) 5,963 5,744 6,048
Deferred income taxes and other current assets 9,491 9,006 9,537
------- ------- -------
Total current assets 43,479 41,909 48,246
Equity in net assets of nonconsolidated
associates 2,158 1,711 1,659
Property - net 33,177 32,779 31,636
Intangible assets - net 8,808 8,527 10,170
Deferred income taxes 15,100 15,277 15,410
Other assets 25,372 25,358 13,565
-------- -------- --------
Total Automotive, Communications Services,
and Other Operations assets 128,094 125,561 120,686
Financing and Insurance Operations
Cash and cash equivalents 910 712 502
Investments in securities 9,016 9,110 8,703
Finance receivables - net 84,581 80,627 73,839
Investment in leases and other receivables 37,350 36,407 32,707
Other assets 21,243 21,312 15,400
Net receivable from Automotive, Comm. Serv.,
and Other Operations 1,407 1,001 339
----- ----- ---
Total Financing and Insurance
Operations assets 154,507 149,169 131,490
------- ------- -------
Total assets $282,601 $274,730 $252,176
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services,
and Other Operations
Accounts payable (principally trade) $17,649 $17,254 $16,162
Loans payable 2,041 1,991 869
Accrued expenses 33,214 32,854 33,210
Net payable to Financing and Insurance
Operations 1,407 1,001 339
------ ------ ------
Total current liabilities 54,311 53,100 50,580
Long-term debt 8,587 7,415 7,011
Postretirement benefits other than pensions 34,532 34,166 34,416
Pensions 3,395 3,339 3,761
Other liabilities and deferred income taxes 17,214 17,426 17,768
-------- -------- -------
Total Automotive, Communications Services
and Other Operations liabilities 118,039 115,446 113,536
Financing and Insurance Operations
Accounts payable 4,616 4,262 4,405
Debt 124,492 122,282 106,379
Other liabilities and deferred income taxes 12,202 11,282 10,395
-------- -------- -------
Total Financing and Insurance
Operations liabilities 141,310 137,826 121,179
Minority interests 621 596 580
General Motors - obligated mandatorily
redeemable preferred securities of subsidiary
trusts holding solely junior subordinated
debentures of General Motors
Series D 79 79 79
Series G 139 139 141
Stockholders' equity
Preference stocks - - 1
$1-2/3 par value common stock (issued,
621,602,927; 619,412,233
and 649,568,145 shares) 1,036 1,033 1,083
Class H common stock (issued, 138,512,612;
137,115,187 and 106,641,918 shares) 14 14 11
Capital surplus (principally additional
paid-in capital) 14,031 13,794 13,276
Retained earnings 8,404 6,961 8,703
------- ------- -------
Subtotal 23,485 21,802 23,074
Accumulated foreign currency translation
adjustments (2,115) (2,033) (1,782)
Net unrealized gains on securities 1,164 996 458
Minimum pension liability adjustment (121) (121) (5,089)
------ ------ -----
Accumulated other comprehensive loss (1,072) (1,158) (6,413)
------ ------ -----
Total stockholders' equity 22,413 20,644 16,661
------- ------- -------
Total liabilities and stockholders' equity $282,601 $274,730 $252,176
======= ======= =======
- 11 -
CONSOLIDATED BALANCE SHEETS - concluded
Mar. 31, Mar. 31,
2000 Dec.31, 1999
(Unaudited) 1999 (Unaudited)
--------- ---- ---------
(Dollars in Millions)
AUTOMOTIVE, COMMUNICATIONS SERVICES,
AND OTHER OPERATIONS
ASSETS
Cash and cash equivalents $8,497 $9,730 $12,081
Marketable securities 1,948 1,698 1,137
------- ------- -------
Total cash and marketable securities 10,445 11,428 13,218
Accounts and notes receivable (less allowances) 5,552 5,093 4,686
Inventories (less allowances) 12,028 10,638 11,566
Net assets of discontinued operations - - 3,191
Equipment on operating leases
(less accumulated depreciation) 5,963 5,744 6,048
Deferred income taxes and other current assets 9,491 9,006 9,537
------ ------ ------
Total current assets 43,479 41,909 48,246
Equity in net assets of nonconsolidated
associates 2,158 1,711 1,659
Property - net 33,177 32,779 31,636
Intangible assets - net 8,808 8,527 10,170
Deferred income taxes 15,100 15,277 15,410
Other assets 25,372 25,358 13,565
------- ------- -------
Total Automotive, Communications Services,
and Other Operations assets $128,094 $125,561 $120,686
======= ======= =======
LIABILITIES AND GM INVESTMENT
Accounts payable (principally trade) $17,649 $17,254 $16,162
Loans payable 2,041 1,991 869
Accrued expenses 33,214 32,854 33,210
Net payable to Financing and Insurance
Operations 1,407 1,001 339
-------- ------ -------
Total current liabilities 54,311 53,100 50,580
Long-term debt 8,587 7,415 7,011
Postretirement benefits other than pensions 34,532 34,166 34,416
Pensions 3,395 3,339 3,761
Other liabilities and deferred income taxes 17,214 17,426 17,768
-------- -------- -------
Total Automotive, Communications Services,
and Other Operations liabilities 118,039 115,446 113,536
Minority interests 595 574 520
GM investment in Automotive,
Communications Services,
and Other Operations 9,460 9,541 6,630
-------- -------- --------
Total Automotive, Communications Services,
and Other Operations liabilities
and GM investment $128,094 $125,561 $120,686
======= ======= =======
Mar. 31, Mar. 31,
2000 Dec.31, 1999
FINANCING AND INSURANCE OPERATIONS (Unaudited) 1999 (Unaudited)
--------- ---- ---------
(Dollars in Millions)
ASSETS
Cash and cash equivalents $910 $712 $502
Investments in securities 9,016 9,110 8,703
Finance receivables - net 84,581 80,627 73,839
Investment in leases and other receivables 37,350 36,407 32,707
Other assets 21,243 21,312 15,400
Net receivable from Automotive,
Communications Services,
and Other Operations 1,407 1,001 339
------- ------- -------
Total Financing and Insurance
Operations assets $154,507 $149,169 $131,490
======= ======= =======
LIABILITIES AND GM INVESTMENT
Accounts payable $4,616 $4,262 $4,405
Debt 124,492 122,282 106,379
Other liabilities and deferred income taxes 12,202 11,282 10,395
------- ------- -------
Total Financing and Insurance
Operations liabilities 141,310 137,826 121,179
Minority interests 26 22 60
GM investment in Financing and Insurance
Operations 13,171 11,321 10,251
------- ------- -------
Total Financing and Insurance Operations
liabilities and GM investment $154,507 $149,169 $131,490
======== ======== ========
- 12 -
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
----------------------------
2000 1999
-------- ---------
(Dollars in Millions)
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Net cash provided by operating activities $6,104 $15,094
Cash flows from investing activities
Expenditures for property (1,805) (1,384)
Investments in marketable securities
- acquisitions (6,828) (7,553)
Investments in marketable securities
- liquidations 6,981 6,344
Mortgage servicing rights - acquisitions (178) (327)
Mortgage servicing rights - liquidations - -
Finance receivables - acquisitions (51,978) (42,969)
Finance receivables - liquidations 35,252 31,921
Proceeds from sales of finance receivables 12,248 7,375
Operating leases - acquisitions (6,655) (5,898)
Operating leases - liquidations 3,502 3,129
Investments in companies, net of cash acquired (154) (514)
Other 146 (170)
----- ------
Net cash used in investing activities (9,469) (10,046)
----- ------
Cash flows from financing activities
Net decrease in loans payable (589) (5,231)
Long-term debt - borrowings 8,940 7,970
Long-term debt - repayments (5,610) (3,980)
Repurchases of common and preference stocks (132) (979)
Proceeds from issuing common and
preference stocks 156 284
Cash dividends paid to stockholders (339) (343)
----- -----
Net cash provided by (used in)
financing activities 2,426 (2,279)
----- -----
Effect of exchange rate changes on cash and
cash equivalents (96) (188)
------ ------
Net cash (used in) provided by continuing
operations (1,035) 2,581
Net cash provided by discontinued operations - 128
------ ------
Net (decrease) increase in cash and
cash equivalents (1,035) 2,709
Cash and cash equivalents at beginning
of the period 10,442 9,874
------ ------
Cash and cash equivalents at end of the period $9,407 $12,583
===== ======
- 13 -
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - concluded
(Unaudited)
<CAPTION>
Three 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 $2,449 $3,655 $9,188 $5,906
Cash flows from investing activities
Expenditures for property (1,702) (103) (1,345) (39)
Investments in other marketable securities
- acquisitions (970) (5,858) (1,813) (5,740)
Investments in other marketable securities
- liquidations 720 6,261 1,077 5,267
Mortgage servicing rights - acquisitions - (178) - (327)
Mortgage servicing rights - liquidations - - - -
Finance receivables - acquisitions - (51,978) - (42,969)
Finance receivables - liquidations - 35,252 - 31,921
Proceeds from sales of finance receivables - 12,248 - 7,375
Operating leases - acquisitions (2,174) (4,481) (2,465) (3,433)
Operating leases - liquidations 1,763 1,739 1,281 1,848
Investments in companies, net of
cash acquired (154) - (514) -
Net investing activity with Financing and
Insurance Operations (998) - 75 -
Other (291) 437 (1,162) 992
----- ----- ----- -----
Net cash used in investing activities (3,806) (6,661) (4,866) (5,105)
----- ----- ----- -----
Cash flows from financing activities
Net decrease in loans payable (25) (564) (485) (4,746)
Long-term debt - borrowings 1,186 7,754 411 7,559
Long-term debt - repayments (1,033) (4,577) (320) (3,660)
Net financing activity with Automotive,
Communications Services,
and Other Operations - 998 - (75)
Repurchases of common and preference stocks (132) - (979) -
Proceeds from issuing common and
preference stocks 156 - 284 -
Cash dividends paid to stockholders (339) - (343) -
--- ----- ----- ---
Net cash (used in) provided by
financing activities (187) 3,611 (1,432) (922)
--- ----- ----- ---
Effect of exchange rate changes on cash
and cash equivalents (95) (1) (188) -
Net transactions with Automotive/
Financing Operations 406 (406) (477) 477
---- --- ----- ---
Net cash (used in) provided by
continuing operations (1,233) 198 2,225 356
Net cash provided by discontinued
operations - - 128 -
----- --- ----- ---
Net (decrease) increase in cash and
cash equivalents (1,233) 198 2,353 356
Cash and cash equivalents at
beginning of the period 9,730 712 9,728 146
----- --- ----- ---
Cash and cash equivalents at
end of the period $8,497 $910 $12,081 $502
===== === ====== ===
</TABLE>
- 14 -
HUGHES REPORTS 85% REVENUE GROWTH AND 57% EBITDA GROWTH
IN FIRST QUARTER
Results Driven by Continued Record Sales of DIRECTV(R)Service and Equipment,
============================================================================
and Expansion of PanAmSat's Satellite Fleet
El Segundo, Calif., April 12, 2000 -- Hughes Electronics Corporation
(Hughes), the world's leading provider of digital television entertainment,
satellite services and wireless systems and services, today reported first
quarter 2000 revenues increased 85.4% to $1,703.1 million, compared with $918.4
million in the first quarter of 1999. EBITDA(1) for the quarter increased 57.1%
to $142.2 million and EBITDA margin(1) was 8.3%, compared to EBITDA of $90.5
million and EBITDA margin of 9.9% in the first quarter of 1999.
"This quarter's results reflect the success of our ongoing strategy to be
a services-driven company," explained Michael T. Smith, Hughes chairman and
chief executive officer. "Each of our operating segments showed excellent
revenue growth, with service revenues generating 84% of our total revenues in
the quarter. The primary driver continued to be DIRECTV, where we added over
half-a-million new subscribers worldwide, including 405,000 here in the United
States. Additionally, Hughes Network Systems (HNS) shipped almost one million
DIRECTV receiver systems in the quarter, and PanAmSat had strong revenue growth
resulting from the expansion of its satellite fleet.
"The EBITDA growth in the quarter was fueled by PanAmSat, as they
continued to launch new satellites, sign-up blue-chip customers and achieve
EBITDA margins of nearly 70%," Smith concluded.
Hughes had a first quarter 2000 loss(2) of $76.6 million, compared to
earnings(2) of $78.3 million in the same period for 1999. The decline was due to
higher depreciation and amortization expenses related principally to the United
States Satellite Broadcasting Company, Inc. (USSB) and PRIMESTAR transactions;
an increase in net interest expense; and an increase in Hughes' portion of the
operational losses of DIRECTV Japan (reported in "Other, net"). Also
contributing to the change was the net effect of two one-time items in 1999
associated with discontinued operations. These were a one-time after-tax gain of
$94 million related to the settlement of the Williams patent infringement
case(3), which was partially offset by a one-time after-tax charge of $49
million associated with the termination of the Asia Pacific Mobile
Telecommunications (APMT) satellite system contract.
Also in the first quarter of 2000, Hughes reported a one-time pre-tax
charge of $171 million (also reported in "Other, net") related to its previously
announced 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.
- 15 -
SEGMENT FINANCIAL REVIEW
Direct-To-Home Broadcast
First quarter revenues for the segment more than doubled to $1,173.8
million from $556.6 million in the first quarter of 1999. The segment had
negative EBITDA of $9.2 million compared with EBITDA of $3.9 million in the
first quarter of 1999.
United States: DIRECTV reported quarterly revenues of $1,059 million, more
than twice last year's first quarter revenues of $474 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 405,000 net new subscribers to its high-power
DIRECTV service in the quarter, a 33% increase over the 304,000 net new
subscribers added in the first quarter of 1999. In addition, 275,000 customers
were transitioned from the PRIMESTAR By DIRECTV medium-power service to the
high-power service in the quarter. As of March 31, 2000, DIRECTV had more than
8.3 million subscribers, including approximately one million customers
subscribing to PRIMESTAR By DIRECTV. By comparison, DIRECTV had about 4.8
million subscribers as of March 31, 1999.
EBITDA for the first quarter of 2000 was $31 million compared to EBITDA of
$25 million in last year's first quarter. This increase was principally due to
EBITDA contributions from the USSB and PRIMESTAR transactions as well as
improved EBITDA resulting from the larger high-power subscriber base, which more
than offset the higher marketing costs associated with the record subscriber
growth in the quarter.
Latin America:The DIRECTV business in Latin America generated $114 million
in revenues for the quarter compared with $61 million in the first quarter of
1999. This increase was due to continued strong subscriber growth and additional
revenues resulting from the consolidation of Galaxy Brasil, Ltda. (GLB)(4) and
Grupo Galaxy Mexicana, S.A. de C.V. (GGM)(4).
The DIRECTV service in Latin America added 105,000 net new subscribers in
the first quarter of 2000, a 50% increase over the 70,000 acquired in the same
period last year. The total number of DIRECTV subscribers in Latin America as of
March 31, 2000 was 909,000. By comparison, DIRECTV subscribers in Latin America
totaled 554,000 as of March 31, 1999.
The DIRECTV business in Latin America had negative EBITDA of $38 million
compared to negative EBITDA of $20 million for the same period in 1999. The
change was primarily due to the impact of the consolidation of GLB and GGM and
higher marketing expenses associated with the record subscriber growth.
Japan: As part of an agreement announced in March 2000, the 425,000
DIRECTV Japan subscribers (as of March 31, 2000) will have the opportunity to
migrate to the SkyPerfecTV! subscriber base and DIRECTV Japan's operations will
be discontinued. In addition, Hughes obtained an equity interest in SkyPerfecTV!
of approximately 6.6%. As a result of this agreement, Hughes recorded the
previously mentioned one-time pre-tax charge of $171 million ($13 million
after-tax).
Hughes' share of DIRECTV Japan's operating loss was $59 million for the
quarter, compared with a loss of $19 million in the first quarter of 1999. This
higher loss was due to the increased investment in DIRECTV Japan that Hughes
made in the third quarter of 1999, and higher marketing expenses. Hughes will
continue to report its share of DIRECTV Japan's losses throughout 2000, at which
time the business is expected to be discontinued.
- 16 -
Satellite Services
PanAmSat, which is 81%-owned by Hughes, reported first quarter 2000
revenues of $299.1 million compared with $193.5 million in the prior year's
period. The 54.6% increase was driven primarily by several large outright sales
and sales-type leases of satellite transponders totaling $94 million for
customers on the recently launched Galaxy XR satellite. 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.
EBITDA for the segment in the quarter was $201.0 million, a 37.7% increase
over first quarter 1999 EBITDA of $146.0 million. The increase in EBITDA was
primarily due to the outright sales and sales-type leases in the first quarter
of 2000. EBITDA margin in the first quarter of 2000 was 67.2%, compared to 75.5%
in the same period of 1999. This decline was due to lower margins associated
with the outright sales and sales-type leases. Excluding sales and sales-type
lease activity in the first quarter of 2000, EBITDA was $153 million or 75% of
corresponding revenues.
Network Systems
Hughes Network Systems (HNS) grew first quarter 2000 revenues 57.9% to
$364.5 million, versus $230.9 million in the first quarter of 1999 principally
due to higher sales of DIRECTV receiver equipment. HNS shipped 980,000 DIRECTV
receiver systems in the first quarter of 2000, compared to 190,000 units in the
same period last year.
In the quarter, HNS attained EBITDA of $11.8 million and EBITDA margin of
3.2%, compared to negative EBITDA of $5.9 million in the first quarter of 1999.
The improved EBITDA is primarily attributable to the increased revenue and
profit resulting from higher volumes of DIRECTV receiver systems shipped in the
current quarter, a one-time first quarter 1999 charge of $11 million associated
with the termination of the APMT satellite system contract, and higher margins
on sales of private business network systems in the first quarter of 2000.
BALANCE SHEET
From December 31, 1999 to March 31, 2000, the Company's consolidated cash
balance declined $5.7 million to $232.5 million and total debt increased $448.4
million to $2,589.8 million. The principal cash requirements for the first three
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 Electronics are used to calculate the earnings
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.
- --------------------
(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) Excludes the effects of purchase accounting adjustments related to General
Motors' acquisition of Hughes in 1985.
(3) Hughes was awarded a final judgement arising from its long-running Williams
patent infringement case, which was originally filed by Hughes in 1973. The
award resulted from the repeated infringement by the U.S. Government over a
span of two decades of a patent that revolutionized communications
satellite attitude control and made the geosynchronous satellite practical.
A payment of $154.6 million was received in the first quarter of 1999 and
the after-tax amount of $94.3 million was recorded in "Income from
discontinued operations, net of taxes."
(4) Galaxy Brasil, Ltda. (GLB) is the local operating company providing DIRECTV
service in Brazil. Grupo Galaxy Mexicana, S.A. de C.V. (GGM) is the local
operating company providing DIRECTV service in Mexico. SurFin Ltd.,
provides financing for DIRECTV receiving equipment in Latin America. As a
result of transactions that were completed in July 1999 (GLB), February
1999 (GGM) and November 1998 (SurFin), Hughes now consolidates each of
these companies from their respective dates of acquisition.
###
- 17 -
STATEMENT OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
Three Months Ended
March 31,
---------------------
2000 1999
- ----------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and other services $1,432.0 $755.8
Product sales 271.1 162.6
- ----------------------------------------------------------------------------
Total Revenues 1,703.1 918.4
- ----------------------------------------------------------------------------
Operating Costs and Expenses
Broadcast programming and other costs 667.8 313.9
Cost of products sold 198.3 136.2
Selling, general, and administrative expenses 694.8 377.8
Depreciation and amortization 204.7 110.9
- ----------------------------------------------------------------------------
Total Operating Costs and Expenses 1,765.6 938.8
- ----------------------------------------------------------------------------
Operating Loss (62.5) (20.4)
Interest income 3.9 13.6
Interest expense (44.9) (6.9)
Other, net (234.2) (17.3)
- ----------------------------------------------------------------------------
Loss from Continuing Operations Before Income Taxes
And Minority Interests (337.7) (31.0)
Income tax benefit (221.8) (13.4)
Minority interests in net losses of subsidiaries 7.6 6.5
- ----------------------------------------------------------------------------
Loss from continuing operations (108.3) (11.1)
Income from discontinued operations,
net of taxes 26.4 84.1
- ----------------------------------------------------------------------------
Net Income (Loss) (81.9) 73.0
Adjustments to exclude the effect of GM
purchase accounting adjustments 5.3 5.3
- ----------------------------------------------------------------------------
Earnings (Loss) Excluding the Effect of
GM Purchase Accounting Adjustments (76.6) 78.3
Preferred stock dividends (24.7) -
- ----------------------------------------------------------------------------
Earnings (Loss) Used for Computation of Available
Separate Consolidated Net Income (Loss) $(101.3) $78.3
============================================================================
Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors
Class H Common Stock outstanding
(in millions) (Numerator) 137.8 106.3
Average Class H dividend base (in millions)
(Denominator) 431.5 400.2
Available Separate Consolidated Net Income (Loss) $(32.4) $20.8
============================================================================
- 18 -
SELECTED SEGMENT DATA
(Dollars in Millions)
Three Months Ended
March 31,
------------------
2000 1999
- ---------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues $1,173.8 $556.6
EBITDA (1) (9.2) $3.9
EBITDA Margin (1) N/A 0.7%
Operating Loss $(126.0) $(23.4)
Depreciation and Amortization $116.8 $27.3
Capital Expenditures (2) $168.0 $77.6
- --------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues $299.1 $193.5
EBITDA (1) 201.0 $146.0
EBITDA Margin (1) 67.2% 75.5%
Operating Profit $127.3 $78.3
Operating Profit Margin 42.6% 40.5%
Depreciation and Amortization $73.7 $67.7
Capital Expenditures (3) $158.0 $339.8
- --------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues $364.5 $230.9
EBITDA (1) $11.8 $(5.9)
EBITDA Margin (1) 3.2% N/A
Operating Profit (Loss) $0.6 $(17.8)
Operating Profit Margin 0.2% N/A
Depreciation and Amortization $11.2 $11.9
Capital Expenditures (4) $67.6 $2.2
- --------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues $(134.3) $(62.6)
EBITDA (1) $(61.4) $(53.5)
Operating Loss $(64.4) $(57.5)
Depreciation and Amortization $3.0 $4.0
Capital Expenditures $20.7 $(32.2)
- --------------------------------------------------------------------------
TOTAL
Total Revenues $1,703.1 $918.4
EBITDA (1) $142.2 $90.5
EBITDA Margin (1) 8.3% 9.9%
Operating Loss $(62.5) $(20.4)
Depreciation and Amortization $204.7 $110.9
Capital Expenditures $414.3 $387.4
==========================================================================
(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 $11.6 million
and $53.0 million in the first quarter of 2000 and 1999, respectively.
(3) Includes expenditures related to satellites amounting to $146.0 million and
$189.7 million in the first quarter of 2000 and 1999, respectively. Also
included in the first quarter of 1999 amount is $141.3 million related to
the early buy-out of a satellite sale-leaseback.
(4) Includes expenditures related to satellites amounting to $53.7 million in
the first quarter of 2000.
- 19 -
BALANCE SHEET
(Dollars in Millions)
March 31, December 31,
ASSETS 2000 1999
- -------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents $232.5 $238.2
Accounts and notes receivable 987.0 960.9
Contracts in process 163.3 155.8
Inventories 319.7 236.1
Net assets of discontinued operations 1,322.4 1,224.6
Deferred income taxes 545.9 254.3
Prepaid expenses and other 969.5 788.1
- ----------------------------------------------------------------------------
Total Current Assets 4,540.3 3,858.0
Satellites - net 4,037.3 3,907.3
Property - net 1,314.6 1,223.0
Net Investment in Sales-type Leases 178.3 146.1
Intangible Assets - net 7,341.8 7,406.0
Investments and Other Assets 2,556.0 2,056.6
- ----------------------------------------------------------------------------
Total Assets $19,968.3 $18,597.0
============================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable $1,147.6 $1,062.2
Deferred revenues 132.5 130.5
Short-term borrowings and current
portion of long-term debt 732.6 555.4
Accrued liabilities and other 1,281.5 894.0
- ----------------------------------------------------------------------------
Total Current Liabilities 3,294.2 2,642.1
Long-Term Debt 1,857.2 1,586.0
Other Liabilities and Deferred Credits 1,399.8 1,454.2
Deferred Income Taxes 1,042.7 689.1
Commitments and Contingencies
Minority Interests 564.2 544.3
Stockholder's Equity 11,810.2 11,681.3
- ----------------------------------------------------------------------------
Total Liabilities and Stockholder's Equity $19,968.3 $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).
- 20 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MOTORS CORPORATION
--------------------------
(Registrant)
Date April 18, 2000
-----------------
By
s/Peter R. Bible
-------------------------------
(Peter R. Bible,
Chief Accounting Officer)
- 21 -
