================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF - --- 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000, OR TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF - --- 1934 FOR THE TRANSITION PERIOD FROM TO ---------- ----------- Commission file number 1-3754 ------ GENERAL MOTORS ACCEPTANCE CORPORATION ----------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 38-0572512 - -------------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN 48202 - -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-556-5000 ------------ The registrant meets the conditions set forth in General Instruction H(1) (a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X . No ___. As of March 31, 2000, there were outstanding 10 shares of the issuer's common stock. Documents incorporated by reference. NONE. ----- ================================================================================ This quarterly report, filed pursuant to Rule 13a-13 of the General Rules and Regulations under the Securities Exchange Act of 1934, consists of the following information as specified in Form 10-Q: PART 1. FINANCIAL INFORMATION The required information is given as to the registrant, General Motors Acceptance Corporation and subsidiaries (the Company or GMAC). ITEM 1. FINANCIAL STATEMENTS In the opinion of management, the interim financial statements reflect all adjustments, consisting of only normal recurring items which are necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are unaudited and are not necessarily indicative of results which may be expected for any other interim period or for the full year. These financial statements should be read in conjunction with the consolidated financial statements, the significant accounting policies, and the other notes to the consolidated financial statements included in the Company's 1999 Annual Report filed with the Securities and Exchange Commission on Form 10-K. The Financial Statements described below are submitted herein as Exhibit 20. 1. Consolidated Balance Sheet, March 31, 2000, December 31, 1999 and March 31, 1999. 2. Consolidated Statement of Income, Net Income Retained for Use in the Business and Comprehensive Income for the Three Months Ended March 31, 2000 and 1999. 3. Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2000 and 1999. 4. Notes to Consolidated Financial Statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EARNINGS Consolidated net income for the quarter was $397.3 million, up slightly from the $392.3 million earned in the first quarter of 1999. These earnings represent the best quarter for GMAC since 1991. Three Months Ended March 31, ------------------------------------- 2000 1999 ---------------- ---------------- (in millions of dollars) Automotive and other financing operations $ 262.1 $ 229.6 Insurance operations* 62.4 64.9 Mortgage operations** 72.8 97.8 ---------------- ---------------- Consolidated net income $ 397.3 $ 392.3 ================ ================ * GMAC Insurance Holdings, Inc. (GMACI) ** GMAC Mortgage Group, Inc. (GMACMG) Net income from automotive and other financing operations totaled $262.1 million, up 14% from the $229.6 million earned in the first quarter of last year. Earnings were higher due primarily to higher asset levels and favorable loss experience. These higher earnings were partially offset by the onset of increased interest expense resulting from recent Federal Reserve rate increases. Insurance operations generated net income of $62.4 million in the first quarter of 2000, virtually unchanged from the $64.9 million earned in the first quarter of 1999. Increased volume was offset by first quarter storm-related losses. Mortgage operations earned $72.8 million in the first quarter of 2000, down 26% from the record $97.8 million earned for the same period last year. The decline in year-to-year performance is due to the non-recurrence of substantial benefits realized in the first quarter of 1999 that resulted from the securitization and sale of mortgage assets. UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES U.S. deliveries of new General Motors (GM) vehicles during the three months ended March 31, 2000 were higher than comparable 1999 levels, primarily as a result of an overall increase in the number of vehicles produced in the industry. The increase in financing penetration was primarily the result of increased lease incentive programs sponsored by GM. Three Months Ended March 31, -------------------------------------- 2000 1999 ---------------- ---------------- (in millions of units) Industry 4.5 4.0 General Motors 1.3 1.2 U.S. new GM vehicle deliveries financed by GMAC Retail (installment sale contracts and operating leases) 45.3% 42.0% Fleet transactions (lease financing) 1.8% 2.1% Total 35.7% 32.8% ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) FINANCING VOLUME The number of new vehicle deliveries financed for GM and other dealers are summarized below: Three Months Ended March 31, ------------------------------- 2000 1999 ------------ ------------ (in thousands of units) UNITED STATES Retail installment sale contracts 227 225 Operating leases 229 155 Leasing 6 8 ------------ ------------ New deliveries financed 462 388 ============ ============ OTHER COUNTRIES Retail installment sale contracts 121 102 Operating leases 64 61 Leasing 16 16 ------------ ------------ New deliveries financed 201 179 ============ ============ WORLDWIDE Retail installment sale contracts 348 327 Operating leases 293 216 Leasing 22 24 ------------ ------------ New deliveries financed 663 567 ============ ============ The number of new vehicles financed in the U.S. during the first quarter of 2000 was higher than the first quarter of 1999, primarily as a result of an overall increase in the number of units financed in the industry. Additionally, continued GM-sponsored lease incentive programs added to the increase. GMAC also provides wholesale financing for GM and other dealers' new and used vehicle inventories. In the United States, inventory financing was provided for 866,000 new GM vehicles in 2000 and 868,000 new GM vehicles in 1999, representing 66.8% of all GM sales to U.S. dealers during the first quarter of 2000 and 1999. Wholesale penetration levels remained stable as a result of continued competitive pricing strategies by the Company. INCOME AND EXPENSES Financing revenue totaled $3,779.4 million in the first quarter of 2000, an increase of $502.3 million compared with the first quarter of 1999. The growth was mainly due to higher average retail, wholesale, operating lease and other loan receivable balances, which resulted primarily from strong GM sales levels and continued GM-sponsored special financing programs. The Company's worldwide cost of borrowing, including the effects of derivatives, for the first quarter of 2000 averaged 6.21% compared to 5.52% for the same period in 1999. Total borrowing costs for U.S. operations averaged 6.32% for the first quarter of 2000, compared to 5.44% for the same period in 1999. The increase in average borrowing costs was mainly a result of the steady increase in market interest rates beginning in the third quarter of 1999. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) INCOME AND EXPENSES (CONCLUDED) Mortgage revenue and other income totaled $1,379.4 million for the three months ended March 31, 2000, compared to $1,102.3 million during the comparable period a year ago. The change from the comparable period in 1999 was mainly attributable to increases in mortgage servicing and processing fees and other income; interest and servicing fees earned on receivables due from GM; and the inclusion of GMAC Commercial Credit LLC, which was acquired in July 1999. Consolidated salaries and other operating expenses totaled $1,281.8 million and $1,016.9 million for the respective quarters ended March 31, 2000 and 1999. The increase was mainly attributable to continued growth and acquisitions at GMACMG during the last three quarters of 1999. Additionally, GMAC acquisitions during 1999 contributed to a rise in goodwill amortization. Annualized net retail losses were 0.60% of total average serviced automotive receivables during the first quarter of 2000 compared to 0.71% for the same period last year. The provision for credit losses totaled $107.4 million and $119.3 million for the three months ended March 31, 2000 and 1999, respectively, reflecting an improvement in portfolio quality. The effective income tax rate was 37.1% and 38.8% for the three months ended March 31, 2000 and 1999, respectively. The decline in the effective tax rate can be attributed to decreases in accruals from prior years based upon periodic assessment of the adequacy of such accruals. INSURANCE OPERATIONS Net premiums earned by GMACI and its subsidiaries totaled $462.1 million and $446.6 million for the three months ended March 31, 2000 and 1999, respectively. This increase was a result of higher volume in the mechanical repair protection, personal auto, and property and casualty reinsurance lines of business. These increases were partially offset by lower volume in commercial lines, primarily due to the July 1999 termination of an auto dealership program. Pre-tax capital gains and investment and other income at GMACI totaled $145.7 million for the quarter ended March 31, 2000, compared to $140.3 million for the quarter ended March 31, 1999. The increase was due to higher investment income and higher fee income related to the mechanical repair protection line of business, partially offset by lower capital gains. Period to period fluctuations in realized capital gains are largely due to the timing of sales of marketable securities. Insurance losses and loss adjustment expenses totaled $360.4 million and $347.2 million during the first quarter of 2000 and 1999, respectively. The increase in 2000 was primarily due to higher storm-related losses. Net income for the first quarter of 2000 was $62.4 million, compared to $64.9 million earned during the same period in 1999. Increased volume was offset by first quarter storm-related losses. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) MORTGAGE OPERATIONS During the first quarter of 2000, GMACMG loan origination, mortgage servicing acquisitions and correspondent loan volume totaled $13.1 billion compared to $17.8 billion for the same period in 1999. The decline was attributable to a higher interest rate environment, which resulted in a decrease in refinance, origination and bulk acquisition volumes. The combined GMACMG servicing portfolio, excluding GMAC term loans to dealers, totaled $295.3 billion at March 31, 2000, compared with $292.2 billion and $245.9 billion serviced at December 31 and March 31, 1999, respectively. The year-to-year increase was the result of significant mortgage servicing portfolio acquisitions and continued growth. For the first three months of 2000, net income was $72.8 million, compared to $97.8 million for the same period in 1999. The decline in year-to-year performance is due to the non-recurrence of substantial benefits realized in the first quarter of 1999 that resulted from the securitization and sale of mortgage assets. FINANCIAL CONDITION AND LIQUIDITY At March 31, 2000, the Company owned assets and serviced automotive receivables totaling $166.9 billion, $4.6 billion above year-end 1999, and $25.8 billion above March 31, 1999. The year-to-year increases were principally the result of higher commercial and other loan receivables, serviced retail loan receivables, operating lease assets, serviced wholesale loan receivables, intangible assets, receivables due from GM, other assets and factored receivables. These increases were partially offset by a decline in real estate mortgages held for sale. Finance receivables serviced by the Company, including sold receivables, totaled $100.1 billion at March 31, 2000, $3.1 billion above December 31, 1999 levels and $15.0 billion above March 31, 1999 levels. The year-to-year increase was primarily a result of an $8.1 billion increase in commercial and other loan receivables, a $4.9 billion increase in serviced retail loan receivables and a $2.5 billion increase in serviced wholesale loan receivables. The change in commercial and other loan receivables was due to the acquisition of Bank of New York Financial Corporation ("BNYFC") in July 1999 and increases in secured notes. Continued GM-sponsored retail financing incentives contributed to the rise in serviced retail loan receivables. The increase in serviced wholesale loan receivables over the prior year was a result of an increase in dealer inventory levels. The decrease in the on-balance sheet wholesale loan receivables was a result of two sales of wholesale receivables during the second half of 1999. Consolidated operating lease assets, net of depreciation, totaled $31.1 billion at March 31, 2000, reflecting an increase of $0.9 billion over December 31,1999 and an increase of $3.4 billion over March 31, 1999. The year-to-year growth was the outcome of continued GM-sponsored lease incentive programs in the U.S. The Company's due and deferred from receivable sales (net) totaled $697.1 million at March 31, 2000, compared with $742.2 million and $429.4 million at December 31 and March 31, 1999, respectively. The year-to-year increase was mainly due to an increase in cash deposits held for trusts related to the two sales of wholesale receivables during the second half of 1999. Receivables due from GM amounted to $4.5 billion at March 31, 2000 compared with $4.0 billion and $2.6 billion at December 31 and March 31, 1999, respectively. The source of the year-over-year growth relates to additional loans from GMAC of Canada, Limited, a wholly-owned subsidiary, to GM of Canada ("GMCL"), a wholly-owned subsidiary of GM. The loans are used to fund GMCL's vehicle leasing program. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) FINANCIAL CONDITION AND LIQUIDITY (CONCLUDED) The real estate mortgage inventory held for sale amounted to $4.5 billion, $1.2 billion and $0.5 billion below December 31 and March 31, 1999, respectively. The lower balance is due to an increase in the volume of loans that were securitized during the first quarter of 2000. Other assets at March 31, 2000 totaled $10.5 billion, compared with $9.6 billion and $7.0 billion at December 31 and March 31, 1999. The year-to-year increase was principally the result of an increase in intangible assets related to the 1999 acquisitions of various subsidiaries. Also contributing to the increase, GMAC and GM entered into a lease arrangement during the first quarter of 2000. Under this transaction, GM transferred to GMAC three properties located in Michigan totaling $478.9 million, representing an equity contribution. As of March 31, 2000, GMAC's total borrowings were $123.2 billion, compared with $121.2 billion and $105.3 billion at December 31, 1999 and March 31, 1999, respectively. The increased borrowings since March 31, 1999 were used to fund increased asset levels. GMAC's ratio of consolidated debt to total stockholder's equity at March 31, 2000 was 9.5:1, compared to 10.9:1 at December 31, 1999 and 10.5:1 at March 31, 1999. The decline was due to capital contributions from GM totaling $1,478.9 million during the first quarter of 2000. The Company and its subsidiaries maintain substantial bank lines of credit which totaled $45.8 billion at March 31, 2000, compared to $46.2 billion at year-end 1999 and $42.0 billion at March 31, 1999. The unused portion of these credit lines totaled $36.5 billion at March 31, 2000, $0.9 billion and $4.1 billion higher than December 31 and March 31, 1999, respectively. Included in the unused credit lines at March 31, 2000, is a $14.7 billion syndicated multi-currency global credit facility available for use in the U.S. by GMAC and in Europe by GMAC International Finance B.V. and GMAC (UK) plc. The entire $14.7 billion is available to GMAC in the U.S., $0.9 billion is available to GMAC (UK) plc and $0.8 billion is available to GMAC International Finance B.V. At March 31, 1999, syndicated revolving credit facilities of $11.2 billion were available for use by these entities. The syndicated credit facility serves primarily as back up for GMAC's unsecured commercial paper programs. Also included in the unused credit lines is a $12.0 billion U.S. asset-backed commercial paper liquidity and receivables facility for New Center Asset Trust ("NCAT"), a non-consolidated limited purpose business trust established to issue asset-backed commercial paper. In June 1999, GMAC modified its existing syndicated revolving credit facilities to combine the U.S. and certain European facilities into one syndicated multi-currency global facility. Modified terms consisted of five years on one-half of the facility, with a 364-day term (including a provision that allows GMAC to draw down a one year term loan on the termination date) on the remaining facility. Additionally, there is a leverage covenant restricting the ratio of consolidated debt to total stockholder's equity to no greater than 11.0:1. This covenant is only applicable under certain conditions. Those conditions are not in effect now and were not in effect during the quarter ended March 31, 2000. As discussed in the Company's 1999 Annual Report on Form 10-K, the Company utilizes a variety of interest rate and currency derivative instruments in managing its interest rate and foreign exchange exposures. The notional amount of derivatives increased from $77.6 billion at December 31, 1999 to $86.7 billion at March 31, 2000. The change is primarily attributable to an increase in financial instruments associated with mortgage servicing and GMAC's increased debt levels. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) EURO CONVERSION On January 1, 1999, eleven of fifteen member countries of the European Monetary Union established fixed conversion rates between their existing currencies and adopted the euro as their new common currency. The euro trades on currency exchanges and the legacy currencies remain legal tender in the participating countries for a transition period until January 1, 2002. Beginning on January 1, 2002, euro denominated bills and coins will be issued and legacy currencies will be withdrawn from circulation. The Company has established plans to assess and address the potential impact to GMAC that may result from the euro conversion. These issues include, but are not limited to: 1) the technical challenges to adapt information systems to accommodate euro transactions; 2) the competitive impact of cross-border price transparency; 3) the impact on currency exchange rate risks; 4) the impact on existing contracts; and 5) tax and accounting implications. The Company expects that the euro conversion will not have a material adverse impact on its financial condition or results of operations. ACCOUNTING STANDARDS In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, effective for fiscal years beginning after June 15, 1999. During the second quarter of 1999, the FASB issued SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities--Deferral of the Effective Date of FASB Statement No. 133, which delayed implementation until fiscal years beginning on or after June 15, 2000. The new standard requires that all companies record derivatives on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. Management is currently assessing the impact of SFAS No. 133 on the consolidated financial statements of the Company. The Company will adopt this accounting standard on January 1, 2001, as required. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company did not become a party to any material pending legal proceedings during the first quarter ended March 31, 2000, or prior to the filing of this report. ITEM 5. OTHER INFORMATION RATIO OF EARNINGS TO FIXED CHARGES Three Months Ended March 31, ---------------------------- 2000 1999 ---- ---- 1.33 1.42 The ratio of earnings to fixed charges has been computed by dividing earnings before income taxes and fixed charges by the fixed charges. This ratio includes the earnings and fixed charges of the Company and its consolidated subsidiaries. Fixed charges consist of interest, debt discount and expense and the portion of rentals for real and personal properties in an amount deemed to be representative of the interest factor. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS 20 General Motors Acceptance Corporation and Subsidiaries Consolidated Financial Statements for the Three Months Ended March 31, 2000. (b) REPORTS ON FORM 8-K. The Company filed a Form 8-K on January 20, 2000 and April 13, 2000 reporting matters under Item 5, Other Events. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GENERAL MOTORS ACCEPTANCE CORPORATION ------------------------------------------ (Registrant) S/ WILLIAM F. MUIR ------------------------------------------ Dated: MAY 12, 2000 William F. Muir, Executive Vice ------------ President and Principal Financial Officer S/ GERALD E. GROSS ------------------------------------------ Dated: MAY 12, 2000 Gerald E. Gross, Comptroller and ------------ Principal Accounting Officer Exhibit 20 Page 1 of 7 GENERAL MOTORS ACCEPTANCE CORPORATION CONSOLIDATED BALANCE SHEET March 31, December 31, March 31, 2000 1999 1999 ------------------ ------------------ ------------------ ASSETS (in millions of dollars) - ------ Cash and cash equivalents $ 892.9 $ $ 850.2 704.3 Investments in securities 8,879.0 8,984.7 8,520.3 Finance receivables, net (Note 1) 85,364.9 81,288.9 74,518.4 Investment in operating leases, net 31,107.0 30,242.4 27,716.4 Notes receivable from General Motors Corporation 4,468.5 4,025.0 2,589.9 Real estate mortgages - held for sale 4,476.6 5,678.4 4,996.0 - held for investment 1,628.5 1,497.4 1,399.9 - lending receivables 1,653.3 1,800.6 1,423.2 Factored receivables 783.3 764.9 - Due and deferred from receivable sales, net 697.1 742.2 429.4 Mortgage servicing rights, net 3,478.8 3,421.8 2,684.2 Other 10,483.1 9,638.6 6,961.7 ------------------ ------------------ ------------------ TOTAL ASSETS $ 153,913.0 $ 148,789.2 $ 132,089.6 ================== ================== ================== LIABILITIES AND STOCKHOLDER'S EQUITY LIABILITIES General Motors Corporation and affiliated companies 367.4 216.0 1,243.7 Interest 1,745.6 1,550.8 1,497.2 Insurance losses and loss expenses 1,799.4 1,861.9 2,037.1 Unearned insurance premiums 1,992.6 1,949.5 1,903.1 Deferred income taxes 3,520.7 3,496.7 3,019.4 United States and foreign income and other taxes payable 736.5 521.9 480.8 Other postretirement benefits 714.4 704.3 693.1 Other 6,886.4 6,207.5 5,875.5 Debt (Note 2) 123,191.8 121,158.2 105,325.8 ------------------ ------------------ ------------------ Total liabilities 140,954.8 137,666.8 122,075.7 ------------------ ------------------ ------------------ Commitments and contingencies STOCKHOLDER'S EQUITY Common stock, $.10 par value (authorized 10,000 shares, outstanding 10 shares) and paid-in capital (Note 3) 3,678.9 2,200.0 2,200.0 Retained earnings 9,201.2 8,803.9 7,668.9 Net unrealized gains on securities 360.8 356.8 328.6 Unrealized accumulated foreign currency translation adjustment (282.7) (238.3) (183.6) ------------------ ------------------ ------------------ Accumulated other comprehensive income 78.1 118.5 145.0 ------------------ ------------------ ------------------ Total stockholder's equity 12,958.2 11,122.4 10,013.9 ------------------ ------------------ ------------------ TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 153,913.0 $ 148,789.2 $ 132,089.6 ================== ================== ================== Reference should be made to the Notes to Consolidated Financial Statements Exhibit 20 Page 2 of 7 GENERAL MOTORS ACCEPTANCE CORPORATION CONSOLIDATED STATEMENT OF INCOME, NET INCOME RETAINED FOR USE IN THE BUSINESS AND COMPREHENSIVE INCOME Three Months Ended March 31, ----------------------------------- 2000 1999 ---------------- ---------------- (in millions of dollars) FINANCING REVENUE Retail and lease financing $ 1,144.4 $ 1,005.9 Operating leases 2,011.9 1,795.5 Wholesale, commercial and other loans 623.1 475.7 ---------------- ---------------- Total financing revenue 3,779.4 3,277.1 Interest and discount 1,909.6 1,512.9 Depreciation on operating leases 1,330.4 1,188.5 ---------------- ---------------- Net financing revenue 539.4 575.7 Insurance premiums earned 462.1 446.6 Mortgage revenue 859.8 728.2 Other income 519.6 374.1 ---------------- ---------------- Net financing revenue and other 2,380.9 2,124.6 ---------------- ---------------- EXPENSES Salaries and benefits 469.7 395.7 Other operating expenses 812.1 621.2 Insurance losses and loss adjustment expenses 360.4 347.2 Provision for credit losses 107.4 119.3 ---------------- ---------------- Total expenses 1,749.6 1,483.4 ---------------- ---------------- Income before income taxes 631.3 641.2 United States, foreign and other income taxes 234.0 248.9 ---------------- ---------------- NET INCOME 397.3 392.3 Retained earnings at beginning of the period 8,803.9 7,351.6 ---------------- ---------------- Total 9,201.2 7,743.9 Cash dividends -- 75.0 ---------------- ---------------- RETAINED EARNINGS AT END OF THE PERIOD $ 9,201.2 $ 7,668.9 ================ ================ TOTAL COMPREHENSIVE INCOME $ 356.9 $ 297.3 ================ ================ Exhibit 20 Page 3 of 7 GENERAL MOTORS ACCEPTANCE CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended March 31, ------------------------------ 2000 1999 -------------- -------------- (in millions of dollars) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 397.3 $ 392.3 Depreciation and amortization 1,525.9 1,312.1 Provision for credit losses 107.4 119.3 Gains on sales of finance receivables -- (54.9) Gains on sales of available-for-sale investment securities (40.8) (49.9) Mortgage loans - originations/purchases (9,341.0) (13,718.3) - proceeds on sale 10,542.8 16,692.0 Mortgage-related securities held for trading - acquisitions (388.5) (448.5) - liquidations 98.7 808.8 Changes in the following items: Due to General Motors Corporation and affiliated companies 166.8 345.1 Taxes payable and deferred 274.6 123.9 Interest payable 201.1 234.2 Other assets (278.0) (224.7) Other liabilities 378.3 126.1 Other (26.9) 35.9 -------------- -------------- Net cash provided by operating activities 3,617.7 5,693.4 -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES Finance receivables - acquisitions (51,977.4) (42,869.5) - liquidations 35,252.4 31,818.6 Notes receivable from General Motors Corporation (449.2) (305.7) Operating leases - acquisitions (4,448.2) (3,433.0) - liquidations 1,679.9 2,279.2 Investments in available-for-sale securities: - acquisitions (5,725.4) (5,317.4) - maturities 5,529.4 4,431.0 - proceeds from sales 649.8 769.8 Investments in held to maturity securities: - acquisitions (0.3) (93.8) Mortgage servicing rights - acquisitions (178.0) (326.8) - liquidations 0.3 -- Proceeds from sales of receivables - wholesale 11,821.2 4,887.3 - retail 427.0 2,487.7 Net increase in short-term factored receivables (20.3) -- Due and deferred from receivable sales 37.4 12.6 Other 185.1 591.9 -------------- -------------- Net cash used in investing activities (7,216.3) (5,068.1) -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of long-term debt 7,752.7 7,559.0 Principal payments on long-term debt (4,577.2) (3,659.7) Change in short-term debt, net (387.5) (4,217.9) Capital contribution from GM 1,000.0 -- Dividends paid -- (75.0) -------------- -------------- Net cash provided by/(used in) financing activities 3,788.0 (393.6) -------------- -------------- Effect of exchange rate changes on cash and cash equivalents (0.8) 0.4 -------------- -------------- Net increase in cash and cash equivalents 188.6 232.1 Cash and cash equivalents at the beginning of the period 704.3 618.1 -------------- -------------- Cash and cash equivalents at the end of the period $ 892.9 $ 850.2 ============== ============== SUPPLEMENTARY CASH FLOWS INFORMATION Interest paid $ 1,685.1 $ 1,241.6 Income taxes paid 38.8 38.7 NON-CASH FINANCING ACTIVITY Capital contribution of property from GM (Note 3) $ 478.9 $ -- Exhibit 20 Page 4 of 7 GENERAL MOTORS ACCEPTANCE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. FINANCE RECEIVABLES The composition of finance receivables outstanding is summarized as follows: March 31, December 31, March 31, 2000 1999 1999 ----------------- ---------------- ----------------- (in millions of dollars) United States Retail $ 37,142.0 $ 35,607.9 $ 32,563.5 Wholesale 18,857.9 17,716.5 20,561.6 Commercial 2,703.7 2,382.7 143.6 Leasing and lease financing 637.2 627.3 646.8 Other 9,886.2 8,841.4 5,697.6 ----------------- ---------------- ----------------- Total United States 69,227.0 65,175.8 59,613.1 ----------------- ---------------- ----------------- Europe Retail 5,604.6 5,684.6 5,073.2 Wholesale 3,546.1 3,904.9 4,253.5 Commercial 1,024.3 997.2 -- Leasing and lease financing 464.0 452.9 448.9 Other 474.0 490.9 443.8 ----------------- ---------------- ----------------- Total Europe 11,113.0 11,530.5 10,219.4 ----------------- ---------------- ----------------- Canada Retail 2,576.4 2,344.5 1,862.5 Wholesale 2,619.3 2,086.8 2,725.4 Commercial 234.3 169.5 -- Leasing and lease financing 748.5 771.6 795.9 Other 182.5 170.9 100.0 ----------------- ---------------- ----------------- Total Canada 6,361.0 5,543.3 5,483.8 ----------------- ---------------- ----------------- Other Countries Retail 2,431.2 2,398.9 2,409.1 Wholesale 909.8 1,011.6 927.9 Leasing and lease financing 624.9 693.5 629.3 Other 197.5 202.8 205.6 ----------------- ---------------- ----------------- Total Other Countries 4,163.4 4,306.8 4,171.9 ----------------- ---------------- ----------------- Total finance receivables 90,864.4 86,556.4 79,488.2 ----------------- ---------------- ----------------- Deductions Unearned income 4,355.2 4,153.1 3,940.3 Allowance for credit losses 1,144.3 1,114.4 1,029.5 ----------------- ---------------- ----------------- Total deductions 5,499.5 5,267.5 4,969.8 ----------------- ---------------- ----------------- Finance receivables, net $ 85,364.9 $ 81,288.9 $ 74,518.4 ================= ================ ================= Exhibit 20 Page 5 of 7 GENERAL MOTORS ACCEPTANCE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2. DEBT Weighted Average March 31, December 31, March 31, Interest Rate 2000 1999 1999 ---------------------- --------------- ----------------- ---------------- SHORT-TERM DEBT Commercial paper $ 34,085.3 $ 33,224.0 $ 27,300.4 Demand notes 4,447.7 4,301.3 6,688.5 Master notes and other 4,140.7 4,503.9 3,014.6 Bank loans and overdrafts 7,957.1 9,010.0 8,518.5 --------------- ----------------- ---------------- Total principal amount 50,630.8 51,039.2 45,522.0 Unamortized discount (199.8) (200.7) (117.1) --------------- ----------------- ---------------- Total short-term debt 50,431.0 50,838.5 45,404.9 --------------- ----------------- ---------------- LONG-TERM DEBT Current portion of long-term debt 14,816.6 14,995.9 11,585.1 United States 2000 7,000.7 2001 6.4% 10,159.1 12,656.0 9,297.3 2002 5.8% 13,000.1 12,074.4 8,491.7 2003 6.1% 8,074.9 7,225.7 7,281.3 2004 6.4% 4,415.9 4,449.8 1,023.6 2005 to 2049 7.0% 12,620.5 9,235.2 7,177.8 --------------- ----------------- ---------------- Total United States 48,270.5 45,641.1 40,272.4 Other countries 2000 - 2008 5.5% 10,295.5 10,310.5 8,726.6 --------------- ----------------- ---------------- Total United States and other countries 73,382.6 70,947.5 60,584.1 Unamortized discount (621.8) (627.8) (663.2) --------------- ----------------- ---------------- Total long-term debt 72,760.8 70,319.7 59,920.9 --------------- ----------------- ---------------- Total debt $ 123,191.8 $ 121,158.2 $ 105,325.8 =============== ================= ================ Exhibit 20 Page 6 of 7 GENERAL MOTORS ACCEPTANCE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3. TRANSACTIONS WITH AFFILIATES During the first quarter of 2000, GMAC received capital contributions from GM totaling $1,478.9 million. The Company and GM entered into a lease arrangement during the first quarter of 2000. Under this transaction, GM transferred to GMAC three properties located in Michigan totaling $478.9 million, representing an equity contribution. As part of the lease arrangement, the Company will fund and capitalize improvements to these properties totaling $1.2 billion over the next four years. The lease arrangement also provides for the properties to be leased to GM for sixteen years. In addition, GMAC received a cash contribution for $1.0 billion during the first quarter of 2000. Exhibit 20 Page 7 of 7 GENERAL MOTORS ACCEPTANCE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4. SEGMENT INFORMATION GMAC's reportable operating segments include GMAC North American Financing Operations (GMAC-NAO), GMAC International Financing Operations (GMAC-IO), Insurance Operations (GMACI) and Mortgage Operations (GMACMG). GMAC-NAO consists of automotive financing in the United States and Canada as well as the commercial financing operations, and GMAC-IO consists of all other countries and Puerto Rico. Financial results of GMAC's operating segments for the three months ended March 31, 2000 and 1999 are summarized below: (in millions of dollars) Eliminations/ GMAC-NAO GMAC-IO GMACI GMACMG Reclassifications Total --------------- ------------- ------------- ------------ ----------------- --------------- MARCH 31, 2000 Total assets $ 129,132.3 $ 17,757.4 $ 7,198.6 $ 17,835.9 $ (18,011.2) $ 153,913.0 Net financing revenue 275.3 265.2 -- -- (1.1) 539.4 Other revenue 546.7 32.4 604.8 661.4 (3.8) 1,841.5 Net income 200.3 61.8 62.4 72.8 -- 397.3 MARCH 31, 1999 Total assets $ 108,533.7 $ 16,467.0 $ 7,433.4 $ 15,852.1 $ (16,196.6) $ 132,089.6 Net financing revenue 336.4 220.6 -- -- 18.7 575.7 Other revenue 419.5 11.2 583.2 558.0 (23.0) 1,548.9 Net income 180.4 49.2 64.9 97.8 -- 392.3