8-K 1 0001.txt GM 2ND QTR 2000 PRESS RELEASE 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 - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
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) 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 ====== ==== ======= ======
- 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 -