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) July 15, 2002
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GENERAL MOTORS CORPORATION
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(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
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ITEM 5. OTHER EVENTS
On July 16, 2002, 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. The following
is the second quarter earnings release for GM, and their subsidiary Hughes
Electronics Corporation's (Hughes) earnings release dated July 15, 2002.
GENERAL MOTORS EARNS $1.5 BILLION OR $2.63 PER SHARE IN
SECOND QUARTER, EXCLUDING SPECIAL ITEMS AND HUGHES
-- REPORTED NET INCOME TOTALS $1.3 BILLION OR $2.43 PER SHARE
-- AUTOMOTIVE OPERATIONS GENERATE $3.5 BILLION IN CASH
-- U.S. MARKET SHARE RISES TO 28.1 PERCENT
DETROIT - General Motors Corp. (NYSE: GM, GMH) today reported earnings nearly
doubled in the second quarter of 2002 compared with the prior-year period,
reflecting improved retail sales performance, increased production in North
America, and a continued focus on cost reduction.
GM earned $1.5 billion, or $2.63 per diluted share of GM $1-2/3 par value
common stock, in the second quarter of 2002, excluding Hughes and an after-tax
charge of $55 million, or $0.10 per share, for costs associated with end-of-life
vehicle recycling in Europe (see Highlights). That compares with $766 million,
or $1.37 per share, in the year-ago period, excluding Hughes and a charge of
$133 million, or $0.23 per share, related to the write-down of Isuzu Motors Ltd.
Revenue in the second quarter of 2002 increased to $46.0 billion from $44.2
billion in the same period last year.
Including Hughes and the end-of-life vehicle charge, GM's second-quarter-2002
net income totaled $1.3 billion, or $2.43 per share, on revenue of $48.3
billion. That compares with net income of $477 million, or $1.03 per share,
including Hughes and the Isuzu write-down. Revenue in the second quarter of 2001
totaled $46.2 billion.
GM financial results described throughout the remainder of this release
exclude special items unless otherwise noted (see Highlights).
"We are pleased by the strong performance of GM's North American operations
in the second-quarter and the solid results at GMAC," said GM Chairman Jack
Smith. "We are determined to maintain our momentum in the second half of the
year."
"The second-quarter results show that our strategy of bringing out great
products, being aggressive in the marketplace, and intensely focusing on
reducing costs and improving quality is working," said GM President and Chief
Executive Officer Rick Wagoner. "Because of our improved cost base, we are able
to be competitive with our pricing and improve our financial performance at the
same time.
"GM's automotive operations generated $3.5 billion of cash flow during the
quarter, allowing us to improve net liquidity even as we took additional steps
to strengthen the balance sheet," Wagoner added.
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GM's net liquidity position improved by $300 million during the quarter to
$2.6 billion even after taking into account cash contributions of $3.2 billion
during the quarter to fund pensions and other post-retirement benefits. GM
previously announced a $2.2 billion cash contribution to its U.S. hourly pension
plan in April. In June, GM made a $1 billion cash contribution to the long-term
Voluntary Employees' Beneficiary Association (VEBA) Trust.
Cash, marketable securities, and assets of the VEBA trust invested in
short-term fixed-income securities, excluding Hughes, increased to $17.6 billion
at June 30, 2002, from $17.3 billion at March 31, 2002. Debt, excluding Hughes,
remained unchanged at $15.0 billion at the end of the second quarter of 2002.
Earlier this year, GM set a goal of raising $10 billion in cash in 2002. As
of June 30, 2002, GM has nearly achieved this annual objective by generating
$4.8 billion in cash from automotive operations and by executing $4.6 billion in
retail and convertible debt offerings.
GM AUTOMOTIVE OPERATIONS
GM's global automotive operations earned $1.1 billion in the second quarter
of 2002, compared with $410 million in the prior-year period. Global production
increased nearly 7 percent in the second quarter, compared with the same period
in 2001. Strong performance in North America was partially offset by losses in
Europe and Latin America.
Income at GM North America (GMNA) more than doubled in the second quarter of
2002 to more than $1.2 billion from $521 million in the year-ago period.
Production volume increased nearly 14 percent.
GM's overall U.S. market share increased to 28.1 percent in the second
quarter of 2002, driven by gains in both passenger cars and trucks. That
compares with 27.3 percent in the year-ago period. GM's quality of share
continued to improve in the second quarter of 2002 with retail share rising to
27.4 percent from 26.7 percent in the year-ago quarter. Trucks as a percentage
of total sales increased to 54 percent in the second quarter, up from 52.2
percent in the same period last year.
Wagoner attributed the market share gains to the successful introduction of
new products such as the Cadillac CTS, Chevrolet TrailBlazer, GMC Envoy, Saturn
VUE, and the Pontiac Vibe, as well as continued strong performance of GM's
full-sized trucks and sport utility vehicles.
"We continue to introduce a steady stream of new products, which are key to
our success in the marketplace," Wagoner said. "Right now, extended versions of
our popular Chevy TrailBlazer and GMC Envoy are on their way to dealers, along
with the all-new HUMMER H2."
Other key products on their way to showrooms later this year and in 2003
include the Saturn ION sedan and coupe, the Chevy SSR, all-new versions of the
Saab 9-3 convertible, the Pontiac Grand Prix, the Chevy Malibu, the Cadillac XLR
luxury high-performance roadster, the Cadillac SRX crossover vehicle, the Buick
Rainier sport utility vehicle, the Opel Vectra Wagon, and new Meriva monocab in
Europe and Brazil. In addition, there are enhanced versions of the Chevrolet
Cavalier and Pontiac Sunfire, the Saturn L series, and restyled full-size Chevy
and GMC pickup and utility models.
In addition to the momentum generated by these new products, GM continues to
make important strides in quality and efficiency. In the just-released J.D.
Power and Associates 2002 initial quality survey, GM was the best performing
domestic automaker, becoming the first U.S.-based manufacturer ever to achieve a
top-three ranking.
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GM was also recognized during the quarter for substantial improvements in
productivity. According to an independent study by Harbour and Associates, GM
outpaced all manufacturers with an overall productivity improvement of 4.5
percent in 2001. GM's Oshawa 1 car plant in Ontario, Canada, was rated the most
efficient assembly plant in North America, the first time a GM plant has earned
that distinction, and GM plants led in six of 13 assembly plant segments.
"Our continued progress in quality and productivity shows our commitment to
ongoing improvement in the fundamentals of our business," Wagoner said.
GM Europe (GME) reported a smaller loss in the second quarter of 2002 than
the year-ago period, as the continued reduction in structural costs helped to
partially offset a nearly 7-percent decline in production volume. GME had a loss
of $115 million in the second quarter of 2002, versus a loss of $154 million in
the prior-year period.
"GM Europe's restructuring plan, Project Olympia, is showing results although
the European market continues to weaken," Wagoner said. "We are moving
aggressively to cut costs and better manage capacity utilization. Our joint
ventures with Fiat Auto have produced meaningful savings, especially in material
costs."
GM Asia-Pacific reported a profit of $39 million in the second quarter of
2002 compared with a profit of $12 million a year ago, led by a strong
performance from Shanghai GM. GM Latin America/Africa/Mid-East (GMLAAM) reported
a loss of $73 million in the second quarter of 2002 compared with a profit of
$31 million a year ago. Results were negatively affected by unfavorable economic
conditions in Brazil, Venezuela and Argentina.
GMAC
General Motors Acceptance Corporation (GMAC) earned $431 million in the
second quarter of 2002, down slightly from the record second-quarter earnings of
$449 million of a year ago. Income from Financing Operations was down slightly
as higher credit losses and unfavorable borrowing spreads offset the positive
effect of higher retail asset levels. Insurance Operations also reported lower
earnings as the absence of capital gains more than offset continued improvements
in underwriting results. Earnings from Mortgage Operations were higher,
reflecting increased origination volumes in both the residential and commercial
mortgage sectors. Overall, GMAC remains on track to achieve near-record earnings
in 2002.
HUGHES
Hughes lost $156 million in the second quarter of 2002, unchanged from the
loss of $156 million in the prior-year quarter. Revenue rose 11 percent to $2.2
billion in the second quarter of 2002 from $2.0 billion in the year-ago quarter,
led by the growing subscriber base of DirecTV. Total DirecTV subscriptions
increased approximately 202,000 from the first quarter of 2002 to 10.7 million.
Regarding GM's plan to split off Hughes and merge the company with EchoStar
Communications Corp., GM recently received a favorable private-letter ruling
from the U.S. Internal Revenue Service confirming the transaction would be
tax-free to GM and its stockholders for U.S. federal income-tax purposes.
Regulatory reviews with the U.S. Department of Justice and the Federal
Communications Commission are progressing and GM expects to complete the
transaction before the end of the year.
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LOOKING AHEAD
General Motors expects total U.S. industry vehicle sales for 2002 will be in
the mid-to-high 16 million unit range. For 2003, GM expects total U.S. industry
sales about the same as 2002, in line with trend volume. GM's forecast for North
American production remains unchanged at about 1,245,000 vehicles in the third
quarter of 2002 and more than 5.5 million vehicles in calendar year 2002.
General Motors is currently reviewing the appropriate carrying value of its
investment in Fiat Auto Holdings, B.V. (FAH). FAH is the sole shareholder of
Fiat Auto, S.p.A. GM acquired 20 percent of the common stock of FAH in July 2000
for $2.4 billion. Following the acquisition, the European automotive market has
experienced a continued decrease in sales volume and manufacturers have
experienced increased pricing and general competitive pressures. Those market
conditions and other factors have led to deterioration in the performance of
Fiat Auto S.p.A. GM now believes that it is probable a significant write-down of
its investment in FAH will be required in the third quarter of 2002, upon
completion of the review.
For the third quarter of 2002, GM estimates its earnings, excluding Hughes
and any special items, will be approximately $0.90 per share, reflecting solid
results in North America, partially offset by continued losses in Europe and
Latin America.
GM continues to expect calendar-year-2002 earnings will be $6.00 per share,
excluding special items and Hughes. Including Hughes, but excluding special
items, GM expects to earn about $0.80 per share in the third quarter of 2002 and
$5.60 per share for the calendar year.
# # #
In this press release and related comments by General Motors management, our use
of the words "outlook," "expect," "anticipate," "estimate," "forecast,"
"project," "likely," "objective," "plan," "designed," "goal," "target," and
similar expressions is intended to identify forward-looking statements. While
these statements represent our current judgment on what the future may hold, and
we believe these judgments are reasonable, actual results may differ materially
due to numerous important factors that are described in GM's most recent report
on SEC Form 10-K (at page II-15, 16) which may be revised or supplemented in
subsequent reports on SEC Forms 10-Q and 8-K. Such factors include, among
others, the following: changes in economic conditions, currency exchange rates
or political stability; shortages of fuel or interruptions in transportation
systems, labor strikes or work stoppages; market acceptance of the corporation's
new products; significant changes in the competitive environment; changes in
laws, regulations and tax rates; and the ability of the corporation to achieve
reductions in cost and employment levels to realize production efficiencies and
implement capital expenditures at levels and times planned by management.
In connection with the proposed transactions, General Motors Corporation ("GM"),
HEC Holdings, Inc. ("Hughes Holdings") and EchoStar Communications Corporation
("EchoStar") have filed amended preliminary materials with the Securities and
Exchange Commission ("SEC"), including a Registration Statement of Hughes
Holdings on Form S-4 that contains a consent solicitation statement/information
statement/prospectus. These materials are not yet final and will be further
amended. Holders of GM $1-2/3 and GM Class H common stock are urged to read the
definitive versions of these materials, as well as any other relevant documents
filed or that will be filed with the SEC, as they become available, because
these documents contain or will contain important information. The preliminary
materials, the definitive versions of these materials and other relevant
materials (when they become available), and any other documents filed by GM,
Hughes Electronics Corporation ("Hughes"), Hughes Holdings or EchoStar with the
SEC may be obtained for free at the SEC's website, www.sec.gov, and GM
stockholders will receive information at an appropriate time on how to obtain
transaction-related documents for free from GM.
- 5 -
GM and its directors and executive officers, Hughes and certain of its officers,
and EchoStar and certain of its executive officers may be deemed to be
participants in GM's solicitation of consents from the holders of GM $1-2/3
common stock and GM Class H common stock in connection with the proposed
transactions. Information regarding the participants and their interests in the
solicitation was filed pursuant to Rule 425 with the SEC by EchoStar on November
1, 2001 and by each of GM and Hughes on November 16, 2001. Investors may obtain
additional information regarding the interests of the participants by reading
the amended preliminary consent solicitation statement/information
statement/prospectus filed with the SEC and the definitive consent solicitation
statement/information statement/prospectus when it becomes available.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
Materials included in this document contain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that could cause our actual results to be materially different
from historical results or from any future results expressed or implied by such
forward-looking statements. The factors that could cause actual results of GM,
EchoStar, Hughes, or a combined EchoStar and Hughes, to differ materially, many
of which are beyond the control of EchoStar, Hughes, Hughes Holdings or GM
include, but are not limited to, the following: (1) the businesses of EchoStar
and Hughes may not be integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2) expected benefits and
synergies from the combination may not be realized within the expected time
frame or at all; (3) revenues following the transaction may be lower than
expected; (4) operating costs, customer loss and business disruption including,
without limitation, difficulties in maintaining relationships with employees,
customers, clients or suppliers, may be greater than expected following the
transaction; (5) generating the incremental growth in the subscriber base of the
combined company may be more costly or difficult than expected; (6) the
regulatory approvals required for the transaction may not be obtained on the
terms expected or on the anticipated schedule; (7) the effects of legislative
and regulatory changes; (8) an inability to obtain certain retransmission
consents; (9) an inability to retain necessary authorizations from the FCC; (10)
an increase in competition from cable as a result of digital cable or otherwise,
direct broadcast satellite, other satellite system operators, and other
providers of subscription television services; (11) the introduction of new
technologies and competitors into the subscription television business; (12)
changes in labor, programming, equipment and capital costs; (13) future
acquisitions, strategic partnership and divestitures; (14) general business and
economic conditions; and (15) other risks described from time to time in
periodic reports filed by EchoStar, Hughes or GM with the Securities and
Exchange Commission. You are urged to consider statements that include the words
"may," "will," "would," "could," "should," "believes," "estimates," "projects,"
"potential," "expects," "plans," "anticipates," "intends," "continues,"
"forecast," "designed," "goal," or the negative of those words or other
comparable words to be uncertain and forward-looking. This cautionary statement
applies to all forward-looking statements included in this document.
- 6 -
General Motors Corporation
List of Special Items - After Tax
(dollars in millions except per share amounts)
Three Months Ended Year to Date
June 30, 2002 June 30, 2002
-------------- --------------
Net Net
Income EPS Income EPS
------ ----- ------ -----
Reported $1,292 $2.43 $1,520 $3.02
GME End of Life
Vehicle Charge (A) 55 0.10 55 0.10
GME Restructuring Charge (B) - - 407 0.72
Hughes Space Shuttle
Settlement (C) - - (59) (0.04)
Hughes GECC Contractual
Dispute (D) - - 51 0.03
Hughes Loan Guarantee
Charge (E) - - 18 0.01
----- ---- ----- ----
Adjusted $1,347 $2.53 $1,992 $3.84
===== ==== ===== ====
(A) During September 2000, the European Union adopted a directive
requiring member states to enact legislation regarding end-of-life
vehicles and the responsibility of manufacturers for dismantling
and recycling vehicles they have sold. European Union member
states were required to transform the concepts detailed in the directive
into national law by April 2002. Under the directive,
manufacturers are financially responsible for at least a portion
of the cost of the take-back of vehicles placed into service
after July 2002 and all vehicles placed in service prior to July
2002 that are still in operation in January 2007. The laws to
be developed in the individual country legislatures throughout
Europe will have a significant impact on the amount ultimately
paid by the manufacturers. The after-tax charge of $55 million
relates to those member states that have passed national laws by
June 30, 2002.
(B) The GME Restructuring Charge relates to the previously announced
restructuring to improve the competitiveness of GM's automotive
operations in Europe.
(C) The Space Shuttle Settlement relates to the favorable resolution of a
lawsuit that was filed against the U.S. government on March 22, 1991,
based upon the National Aeronautics and Space Administration's (NASA)
breach of contract to launch ten satellites on the Space Shuttle.
(D) The GECC Contractual Dispute relates to an expected loss associated
with a contractual dispute with General Electric Capital Corporation.
(E) The Loan Guarantee Charge relates to a loan guarantee for a Hughes
Network Systems' affiliate in India.
- 7 -
General Motors Corporation
List of Special Items - After Tax
(dollars in millions except per share amounts)
Three Months Ended Year to Date
June 30, 2001 June 30, 2001
-------------- --------------
Net Net
Income EPS Income EPS
------ ----- ------ -----
Reported $477 $1.03 $714 $1.56
Adoption of SFAS 133 (F) - - (12) (0.03)
Isuzu Restructuring (G) 133 0.23 133 0.24
--- ---- --- ----
Adjusted $610 $1.26 $835 $1.77
=== ==== === ====
(F) The SFAS 133 adjustment represents the net income impact from initially
adopting SFAS No. 133, Accounting for Derivatives and Hedging
Activities as follows ($Mil's): GMNA $(14); GME $2; GMLAAM $(1); GMAP
$(1); Hughes $(8); and GMAC $34.
(G) The Isuzu restructuring charge includes General Motors' portion of
severance payments and asset impairments that were part of the second
quarter restructuring of its affiliate Isuzu Motors Ltd.
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General Motors Corporation
Adjusted Corporate Financial Results
Second Quarter Year to Date
-------------- --------------
2002 (1) 2001(1) 2002 (1) 2001(1)
---- ---- ---- ----
Total net sales and
revenues ($Mil's) (2) $48,265 $46,220 $94,558 $88,843
Excluding Hughes $46,024 $44,217 $90,276 $84,923
Consolidated net
income ($Mil's) $1,347 $610 $1,992 $835
Excluding Hughes $1,503 $766 $2,294 $1,087
Net margin from
consolidated net income 2.8% 1.3% 2.1% 0.9%
Excluding Hughes 3.3% 1.7% 2.5% 1.3%
GM $1-2/3 par value
earnings per share
Basic EPS $2.58 $1.29 $3.90 $1.80
Diluted EPS $2.53 $1.26 $3.84 $1.77
Diluted EPS excluding Hughes $2.63 $1.37 $4.04 $1.94
GM Class H
earnings per share
Basic EPS $(0.14) $(0.14) $(0.27) $(0.23)
Diluted EPS $(0.14) $(0.14) $(0.27) $(0.23)
Earnings attributable to
GM $1-2/3 par value ($Mil's)
Consolidated net income $1,347 $610 $1,992 $835
Preferred dividends (23) (23) (47) (51)
Losses attributable
to GM Class H 120 120 235 201
----- --- ----- ---
Total earnings attributable
to GM $1-2/3 par value $1,444 $707 $2,180 $985
===== === ===== ===
GM $1-2/3 par value average
shares outstanding (Mil's)
Basic shares 560 549 560 549
Diluted shares 572 559 568 559
Cash dividends per share
of common stocks
GM $1-2/3 par value $0.50 $0.50 $1.00 $1.00
GM Class H - - - -
Book value per share of
common stocks at June 30
GM $1-2/3 par value $27.48 $38.85
GM Class H $5.50 $7.77
Total cash at June 30
Excluding Hughes($Bil's) (3) $17.6 $11.1
Automotive, Communications Services,
and Other Operations ($Mil's)
Depreciation $1,140 $1,137 $2,185 $2,168
Amortization of special
tools 622 573 1,214 1,138
Amortization of intangible
assets 3 85 12 158
----- ----- ----- -----
Total $1,765 $1,795 $3,411 $3,464
===== ===== ===== =====
See footnotes on page 13.
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General Motors Corporation
Adjusted Segment Financial Results
Second Quarter Year to Date
-------------- --------------
2002 (1) 2001(1) 2002 (1) 2001(1)
---- ---- ---- ----
(dollars in millions)
Total net sales and revenues
GMNA $30,208 $28,117 $59,225 $53,223
GME 6,001 6,231 11,585 12,499
GMLAAM 1,306 1,739 2,607 3,134
GMAP 1,129 1,128 2,186 2,138
------ ------ ------ ------
Total GMA 38,644 37,215 75,603 70,994
Hughes 2,241 2,003 4,282 3,920
Other 833 513 1,635 981
------ ------ ------ ------
Total ACO 41,718 39,731 81,520 75,895
GMAC 6,525 6,422 12,928 12,799
Other Financing 22 67 110 149
------ ------ ------ ------
Total FIO 6,547 6,489 13,038 12,948
------ ------ ------ ------
Consolidated net sales
and revenues $48,265 $46,220 $94,558 $88,843
====== ====== ====== ======
Pre-tax income (loss)
GMNA $1,735 $666 $2,626 $882
GME (159) (194) (316) (347)
GMLAAM (97) 74 (138) 82
GMAP (31) 35 (44) 35
----- --- ----- -----
Total GMA 1,448 581 2,128 652
Hughes (4) (230) (248) (444) (400)
Other (42) (113) (230) (259)
----- --- ----- -----
Total ACO 1,176 220 1,454 (7)
GMAC 698 714 1,434 1,432
Other Financing (8) (9) (10) (23)
----- --- ----- -----
Total FIO 690 705 1,424 1,409
----- --- ----- -----
Consolidated pre-tax
income $1,866 $925 $2,878 $1,402
===== === ===== =====
Net income (loss)
GMNA $1,248 $521 $1,873 $641
GME (115) (154) (240) (240)
GMLAAM (73) 31 (113) 37
GMAP 39 12 46 (8)
----- --- ----- ---
Total GMA 1,099 410 1,566 430
Hughes (4)(5) (156) (156) (302) (252)
Other (28) (82) (141) (201)
----- --- ----- ---
Total ACO 915 172 1,123 (23)
GMAC 431 449 870 880
Other Financing 1 (11) (1) (22)
----- --- ----- ---
Total FIO 432 438 869 858
----- --- ----- ---
Consolidated net income $1,347 $610 $1,992 $835
===== === ===== ===
See footnotes on page 13.
- 10 -
General Motors Corporation
Supplementary Adjusted Segment Financial Results
Second Quarter Year to Date
-------------- --------------
2002 (1) 2001(1) 2002 (1) 2001(1)
---- ---- ---- ----
(dollars in millions)
Income tax expense (benefit)
GMNA $501 $143 $755 $208
GME (21) (36) (47) (100)
GMLAAM (31) 27 (32) 29
GMAP (9) 21 (9) 19
--- --- --- ---
Total GMA $440 $155 $667 $156
=== === === ===
Equity income (loss) and
minority interests
GMNA $14 $(2) $2 $(33)
GME 23 4 29 7
GMLAAM (7) (16) (7) (16)
GMAP 61 (2) 81 (24)
-- -- --- --
Total GMA $91 $(16) $105 $(66)
== == === ==
Effective income tax rate
GMNA 28.9% 21.5% 28.8% 23.6%
GME 13.2% 18.6% 14.9% 28.8%
GMLAAM 32.0% 36.5% 23.2% 35.4%
GMAP 29.0% 60.0% 20.5% 54.3%
Total ACO 29.0% 31.0% 29.0% -
Net margins
GMNA 4.1% 1.9% 3.2% 1.2%
GME (1.9%) (2.5%) (2.1%) (1.9%)
GMLAAM (5.6%) 1.8% (4.3%) 1.2%
GMAP 3.5% 1.1% 2.1% (0.4%)
Total GMA 2.8% 1.1% 2.1% 0.6%
Hughes (7.0%) (7.8%) (7.1%) (6.4%)
Total ACO 2.2% 0.4% 1.4% (0.0%)
GMAC 6.6% 7.0% 6.7% 6.9%
Consolidated net income 2.8% 1.3% 2.1% 0.9%
See footnotes on page 13.
- 11 -
General Motors Corporation
Operating Statistics
Second Quarter Year to Date
-------------- --------------
2002 2001 2002 2001
---- ---- ---- ----
(units in thousands)
Worldwide Wholesale Sales
United States - Cars 574 550 1,073 1,059
United States - Trucks 750 647 1,417 1,218
----- ----- ----- -----
Total United States 1,324 1,197 2,490 2,277
Canada, Mexico, and Other 233 186 429 336
----- ----- ----- -----
Total GMNA 1,557 1,383 2,919 2,613
GME 437 495 861 963
GMLAAM 159 187 314 346
GMAP 86 100 194 239
----- ----- ----- -----
Total Worldwide 2,239 2,165 4,288 4,161
===== ===== ===== =====
Vehicle Unit Deliveries
Chevrolet - Cars 213 227 399 459
Chevrolet - Trucks 481 466 945 888
Pontiac 151 144 269 281
GMC 137 144 264 269
Buick 107 95 189 182
Oldsmobile 42 60 85 136
Saturn 88 85 146 151
Cadillac 50 41 90 79
Other 15 14 28 26
----- ----- ----- -----
Total United States 1,284 1,276 2,415 2,471
Canada, Mexico, and Other 209 186 389 348
----- ----- ----- -----
Total GMNA 1,493 1,462 2,804 2,819
GME 443 504 878 1,002
GMLAAM 156 175 309 339
GMAP 138 130 279 250
----- ----- ----- -----
Total Worldwide 2,230 2,271 4,270 4,410
===== ===== ===== =====
Market Share
United States - Cars 26.3% 26.2% 25.6% 27.5%
United States - Trucks 29.7% 28.5% 30.5% 28.2%
Total United States 28.1% 27.3% 28.2% 27.9%
Total North America 27.7% 27.0% 27.8% 27.5%
Total Europe 8.7% 9.4% 8.7% 9.4%
Latin America (6) 23.6% 22.7% 23.4% 22.0%
Asia and Pacific 4.0% 4.0% 4.0% 3.7%
Total Worldwide 15.1% 15.1% 14.7% 14.9%
U.S. Retail/Fleet Mix
% Fleet Sales - Cars 29.3% 24.5% 27.4% 28.7%
% Fleet Sales - Trucks 13.7% 15.8% 12.0% 15.0%
Total Vehicles 20.9% 20.0% 18.8% 21.7%
Retail Lease as % of Retail Sales
Total Smartlease
and Smartbuy 15.3% 16.0%
Days Supply of Inventory
at June 30
United States - Cars 57 57
United States - Trucks 78 84
GMNA Capacity Utilization
(2 shift rated) 89.3% 81.0% 85.1% 75.9%
GMNA Net Price (1.9%) (0.8%)
See footnotes on page 13.
- 12 -
General Motors Corporation
Operating Statistics
Second Quarter Year to Date
-------------- --------------
2002 2001 2002 2001
---- ---- ---- ----
GMAC's U.S. Cost of Borrowing 4.30% 5.90%
Current Debt Spreads Over
U.S. Treasuries
2 Year 165 bp 105 bp
5 Year 185 bp 150 bp
10 Year 230 bp 178 bp
Worldwide Employment
at June 30 (in 000's)
United States Hourly 124 130
United States Salary 40 43
--- ---
Total United States 164 173
Canada, Mexico, and Other 33 34
--- ---
GMNA 197 207
GME 69 76
GMLAAM 23 25
GMAP 11 11
Hughes 12 11
GMAC 31 29
Other 12 13
--- ---
Total 355 372
=== ===
Worldwide Payrolls ($Mil's) $5,385 $5,164 $10,418 $10,166
Footnotes:
---------
(1) Adjusted amounts for all periods represent the reported amounts
excluding the effects of special items as detailed on pages 7 and 8.
(2) The reported total net sales and revenues totaled ($Mil's):
Q2 2002 - $48,265, Year-to-Date 2002 - $94,529, Q2 2001 - $46,220,
and Year-to-Date 2001 $88,835.
(3) Represents total cash for Automotive, Communications Services, and
Other Operations, excluding Hughes, which includes cash and marketable
securities, as well as $3.0 billion invested in short-term fixed income
securities of the Corporation's Voluntary Employees' Beneficiary
Association Trust.
(4) The Q2 2001 and Year-to-Date 2001 amounts exclude the effects of
purchase accounting adjustments related to General Motors' acquisition
of Hughes in 1985. This purchase accounting adjustment is not recorded
in 2002 because the related goodwill is no longer being amortized
effective January 1, 2002 in accordance with SFAS No. 142, Goodwill and
Other Intangible Assets.
(5) Excludes Hughes Series A Preferred Stock dividends paid to General Motors.
(6) Latin America excludes the Middle East and Africa.
- 13 -
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2002 2001 2002 2001
---- ---- ---- ----
(dollars in millions except per share amounts)
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
Total net sales and revenues $48,265 $46,220 $94,529 $88,835
------ ------ ------ ------
Cost of sales and other expenses 38,567 37,181 76,893 71,691
Selling, general, and
administrative expenses 6,150 5,855 11,771 11,245
Interest expense 1,767 2,259 3,730 4,470
------ ------ ------ ------
Total costs and expenses 46,484 45,295 92,394 87,406
------ ------ ------ ------
Income before income taxes
and minority interests 1,781 925 2,135 1,429
Income tax expense 563 304 688 512
Equity income/(loss) and
minority interests 74 (144) 73 (203)
----- --- ----- ---
Net income 1,292 477 1,520 714
Dividends on preference stocks (23) (23) (47) (51)
----- --- ----- ---
Earnings attributable to
common stocks $1,269 $454 $1,473 $663
===== === ===== ===
Basic earnings (losses) per
share attributable to
common stocks
Earnings per share attributable
to $1-2/3 par value $2.48 $1.05 $3.06 $1.59
==== ==== ==== ====
Earnings per share attributable
to Class H $(0.14) $(0.14) $(0.27) $(0.24)
==== ==== ==== ====
Earnings (losses) per share
attributable to common
stocks assuming dilution
Earnings per share attributable
to $1-2/3 par value $2.43 $1.03 $3.02 $1.56
==== ==== ==== ====
Earnings per share attributable
to Class H $(0.14) $(0.14) $(0.27) $(0.24)
==== ==== ==== ====
- 14 -
CONSOLIDATED STATEMENTS OF INCOME - concluded
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
2002 2001 2002 2001
---- ---- ---- ----
(dollars in millions)
AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS
Total net sales and revenues $41,718 $39,731 $81,491 $75,895
------ ------ ------ ------
Cost of sales and other expenses 36,461 35,182 72,672 67,676
Selling, general, and
administrative expenses 3,818 4,091 7,508 7,730
------ ------ ------ ------
Total costs and expenses 40,279 39,273 80,180 75,406
------ ------ ------ ------
Interest expense 302 151 464 313
Net expense from transactions with
Financing and Insurance Operations 46 87 136 218
------ ---- --- ---
Income (loss) before income taxes
and minority interests 1,091 220 711 (42)
Income tax expense (benefit) 311 68 151 (13)
Equity income/(loss) and
minority interests 80 (113) 91 (149)
------ --- --- ---
Net income (loss) - Automotive,
Communications Services,
and Other Operations $860 $39 $651 $(178)
=== == === ===
FINANCING AND INSURANCE OPERATIONS
Total revenues $6,547 $6,489 $13,038 $12,940
----- ----- ------ ------
Interest expense 1,465 2,108 3,266 4,157
Depreciation and amortization
expense 1,353 1,443 2,714 2,952
Operating and other expenses 2,244 1,729 4,114 3,446
Provision for financing and
insurance losses 841 591 1,656 1,132
----- ----- ------ ------
Total costs and expenses 5,903 5,871 11,750 11,687
----- ----- ------ ------
Net income from transactions
with Automotive, Communications
Services, and Other Operations (46) (87) (136) (218)
--- --- --- -----
Income before income taxes
and minority interests 690 705 1,424 1,471
Income tax expense 252 236 537 525
Equity income/(loss) and
minority interests (6) (31) (18) (54)
--- --- --- ---
Net income - Financing and
Insurance Operations $432 $438 $869 $892
=== === === ===
- 15 -
CONSOLIDATED BALANCE SHEETS
June 30, June 30,
2002 Dec. 31, 2001
(Unaudited) 2001 (Unaudited)
------- -------- --------
GENERAL MOTORS CORPORATION AND SUBSIDIARIES (dollars in millions)
ASSETS
Automotive, Communications Services,
and Other Operations
Cash and cash equivalents $14,421 $8,432 $8,370
Marketable securities 1,014 790 795
------ ------ ------
Total cash and marketable securities 15,435 9,222 9,165
Accounts and notes receivable (less allowances) 5,586 5,406 6,533
Inventories (less allowances) 9,757 10,034 11,072
Equipment on operating leases - net 4,390 4,524 5,084
Deferred income taxes and other current assets 8,730 7,877 8,499
------ ------ ------
Total current assets 43,898 37,063 40,353
Equity in net assets of nonconsolidated
associates 5,115 4,950 4,934
Property - net 35,248 34,908 33,922
Intangible assets - net 13,763 13,721 7,743
Deferred income taxes 22,138 22,294 15,560
Other assets 16,797 17,274 31,226
------- ------- -------
Total Automotive, Communications Services,
and Other Operations assets 136,959 130,210 133,738
Financing and Insurance Operations
Cash and cash equivalents 3,942 10,123 1,139
Investments in securities 12,575 10,669 10,614
Finance receivables - net 106,838 99,813 89,608
Investment in leases and other receivables 35,477 34,618 35,701
Other assets 40,438 36,979 31,281
Net receivable from Automotive, Communications
Services, and Other Operations 638 1,557 1,582
------- ------- -------
Total Financing and Insurance
Operations assets 199,908 193,759 169,925
------- ------- -------
Total assets $336,867 $323,969 $303,663
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services,
and Other Operations
Accounts payable (principally trade) $19,459 $18,297 $19,177
Loans payable 1,545 2,402 2,430
Accrued expenses 36,413 34,090 34,512
Net payable to Financing and
Insurance Operations 638 1,557 1,582
------ ------ ------
Total current liabilities 58,055 56,346 57,701
Long-term debt 16,831 10,726 8,662
Postretirement benefits other than pensions 33,990 34,515 34,109
Pensions 9,410 10,790 3,111
Other liabilities and deferred income taxes 14,506 13,794 14,791
-------- -------- --------
Total Automotive, Communications Services,
and Other Operations liabilities 132,792 126,171 118,374
Financing and Insurance Operations
Accounts payable 8,236 7,900 6,348
Debt 158,659 153,186 133,088
Other liabilities and deferred income taxes 15,701 16,259 15,494
------- ------- -------
Total Financing and Insurance
Operations liabilities 182,596 177,345 154,930
------- ------- -------
Total liabilities 315,388 303,516 273,304
Minority interests 788 746 699
Stockholders' equity
$1-2/3 par value common stock (issued,
561,337,257; 559,044,427;
and 549,606,968 shares) 936 932 916
Class H common stock (issued,
958,024,533; 877,505,382 and
876,465,865 shares) 96 88 88
Capital surplus (principally additional
paid-in capital) 21,557 21,519 21,114
Retained earnings 10,376 9,463 10,233
------ ------- ------
Subtotal 32,965 32,002 32,351
Accumulated foreign currency
translation adjustments (2,770) (2,919) (2,814)
Net unrealized loss on derivatives (188) (307) (187)
Net unrealized gains on securities 268 512 355
Minimum pension liability adjustment (9,584) (9,581) (45)
------- ------- -------
Accumulated other comprehensive loss (12,274) (12,295) (2,691)
------- ------- -------
Total stockholders' equity 20,691 19,707 29,660
------- ------- -------
Total liabilities and stockholders' equity $336,867 $323,969 $303,663
======= ======= =======
- 16 -
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30
-------------------------------------------------------
2002 2001
------------------------- -------------------------
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 $5,196 $3,030 $3,455 $1,278
Cash flows from investing activities
Expenditures for property (3,494) (46) (4,220) (42)
Investments in marketable securities
- acquisitions (802) (20,311) (773) (15,691)
Investments in marketable securities
- liquidations 578 18,455 1,139 14,734
Mortgage servicing rights - acquisitions - (634) - (813)
Mortgage servicing rights - liquidations - 1 - 18
Finance receivables - acquisitions - (122,714) - (107,883)
Finance receivables - liquidations - 58,793 - 68,560
Proceeds from sales of finance receivables - 57,034 - 41,156
Operating leases - acquisitions (2,748) (9,205) (3,182) (6,448)
Operating leases - liquidations 2,898 7,168 3,576 5,138
Investments in companies, net of
cash acquired (124) (150) (612) (119)
Other 744 (567) (351) 129
----- ------ ----- -----
Net cash (used in) investing activities (2,948) (12,176) (4,423) (1,261)
----- ------ ----- -----
Cash flows from financing activities
Net (decrease) increase in loans payable (857) 970 222 (21,634)
Long-term debt - borrowings 9,821 12,306 3,451 28,904
Long-term debt - repayments (3,818) (11,243) (2,225) (7,703)
Repurchases of common and preference stocks (97) - (264) -
Proceeds from issuing common stocks 69 - 71 -
Proceeds from sales of treasury stocks 19 - - -
Cash dividends paid to stockholders (607) - (600) -
----- ----- --- ---
Net cash provided by (used in)
financing activities 4,530 2,033 655 (433)
----- ----- --- ---
Effect of exchange rate changes on
cash and cash equivalents 130 13 (47) 1
Net transactions with Automotive/
Financing Operations (919) 919 (389) 389
----- ----- --- ---
Net increase (decrease) in cash
and cash equivalents 5,989 (6,181) (749) (26)
Cash and cash equivalents at
beginning of the period 8,432 10,123 9,119 1,165
------ ------ ----- -----
Cash and cash equivalents at
end of the period $14,421 $3,942 $8,370 $1,139
====== ===== ===== =====
- 17 -
HUGHES SECOND QUARTER 2002 RESULTS DRIVEN BY STRONG DIRECTV U.S.
FINANCIAL PERFORMANCE
HUGHES Revenues Grow 11.3% -- $2,210 million vs. $1,985 million
HUGHES EBITDA Increases 50.1% -- $123 million vs. $82 million
Reaffirms HUGHES Full-Year Revenue and EBITDA Guidance, Improves Cash Forecast
El Segundo, Calif., July 15, 2002 -- Hughes Electronics Corporation, a
world-leading provider of digital television entertainment, broadband services,
satellite-based private business networks, and global video and data
broadcasting, today reported second quarter 2002 revenues increased 11.3% to
$2,209.7 million, compared with $1,985.1 million in the second quarter of 2001.
EBITDA1 for the quarter increased 50.1% to $123.1 million compared with $82.0
million in the second quarter of last year. EBITDA margin1 was 5.6% in the
quarter compared with an EBITDA margin of 4.1% last year. The operating loss for
the quarter was $138.5 million compared with an operating loss of $223.0 million
in the second quarter of 2001.
"The improving financial performance at DIRECTV U.S. continues to fuel
HUGHES' growth," said Jack A. Shaw, HUGHES' president and chief executive
officer. "DIRECTV U.S. had quarterly revenues of $1,549 million, which were 15%
higher than last year, primarily due to subscriber growth during the last 12
months."
Shaw added, "DIRECTV U.S. was also the driving force behind our EBITDA
growth. As a result of the strong revenue growth and lower subscriber
acquisition costs, the DIRECTV U.S. EBITDA of $148 million was nearly double
last year's second quarter result. In addition, excluding the losses from the
World Cup soccer tournament at DIRECTV Latin America, each of our business units
showed improvement in EBITDA compared to last year.
"Although DIRECTV U.S. net subscriber additions of 202,000 fell short of
our target of 225,000 to 250,000 for the second quarter, we gained 53% more
subscribers than in last year's second quarter. Furthermore, because the
operating performance of the business continues to improve, we are increasing
DIRECTV U.S.' full year estimates for revenue and EBITDA, while maintaining our
year-end subscriber guidance."
In the second quarter of 2002, HUGHES reported an operating loss of $138.5
million compared with an operating loss of $223.0 million in 2001. This lower
operating loss was due to higher EBITDA and the elimination of approximately $72
million of goodwill amortization expense in 2002 as a result of adopting the new
Statement of Financial Accounting Standards Number 142 (SFAS 142) accounting
rules for goodwill and intangible assets. These changes were partially offset by
higher depreciation expense in each of HUGHES' operating segments, mostly at
DIRECTV U.S. due to the launch of two new satellites as well as additional
infrastructure expenditures made during the last year.
- 18 -
HUGHES had a second quarter 2002 net loss of $155.1 million compared to a
net loss of $156.5 million in the same period of 2001. The lower operating loss
and a $37 million gain resulting from the favorable resolution of remaining
contingencies associated with the exit from the DIRECTV Japan business (recorded
in Other, net), were mostly offset by increased net interest expense including
an interest charge of $47 million for losses associated with the final
settlement of a contractual dispute with General Electric Capital Corporation
(GECC), and the discontinuation of the minority interest adjustment related to
DIRECTV Latin America.
SIX-MONTH FINANCIAL REVIEW
For the first half of 2002, revenues increased 9.5 % to $4,247.9 million,
compared to $3,878.1 million in the first half of 2001. This increase was due to
continued subscriber growth at DIRECTV in the United States and revenues
associated with the 2002 World Cup at DIRECTV Latin America, partially offset by
lower sales in the Carrier businesses of Hughes Network Systems (HNS).
EBITDA for the first six months of 2002 was $257.3 million and EBITDA
margin was 6.1%, compared to EBITDA of $195.2 million and EBITDA margin of 5.0%
in the first half of 2001. The 31.8% increase in EBITDA and the increase in
EBITDA margin were primarily attributable to DIRECTV U.S.' additional gross
profit gained from its revenue growth and lower subscriber acquisition costs, a
$95 million one-time gain based on the favorable resolution of litigation
related to the National Aeronautics and Space Administration's (NASA) breach of
contract to launch ten HUGHES satellites, and improved operational efficiencies
at PanAmSat. These improvements were partially offset by the devaluation of
several foreign currencies and the costs associated with the 2002 World Cup in
the DIRECTV Latin America business, a one-time EBITDA charge of $48 million
related to the GECC settlement, as well as the inclusion of DIRECTV Broadband
for two full quarters in 2002. DIRECTV Broadband, formerly known as Telocity,
was purchased April 1, 2001.
HUGHES' operating loss for the first six months of 2002 was $266.3 million
compared with an operating loss of $375.5 million in the first half of 2001. The
lower loss was due to the higher EBITDA and the elimination of approximately
$134 million of goodwill amortization expense in 2002 as a result of adopting
SFAS 142. These changes were partially offset by higher depreciation expenses,
particularly at DIRECTV U.S. due to the recent launch of two new satellites and
additional infrastructure expenditures made during the last year.
For the first six months of 2002, net losses totaled $311.5 million
compared to net losses of $261.8 million in the same period of 2001. The
increased net loss was principally due to an increase in net interest expense
including a charge of $74 million ($27 million of which was recorded in the
first quarter of 2002) related to the GECC settlement, and the discontinuation
of the minority interest adjustment related to DIRECTV Latin America. These
declines more than offset the benefits from the lower operating loss, and an
improved effective tax rate due to the favorable resolution of certain tax
contingencies.
- 19 -
SEGMENT FINANCIAL REVIEW: SECOND QUARTER 2002
Direct-To-Home Broadcast
Second quarter 2002 revenues for the segment increased 17.4% to $1,793.7
million from $1,527.7 million in the second quarter of 2001. The segment had
EBITDA of $20.6 million compared with negative EBITDA of $1.3 million in the
second quarter of 2001. Operating loss was $136.4 million in the second quarter
of 2002 compared with an operating loss of $182.9 million in the same period
last year.
United States: Excluding those markets in the National Rural
Telecommunications Cooperative (NRTC) territories, DIRECTV's owned and operated
gross subscriber additions in the quarter were 654,000 and after accounting for
churn, DIRECTV added 202,000 net subscribers. DIRECTV owned and operated
subscribers totaled 8.99 million as of June 30, 2002, 15% more than the 7.80
million cumulative subscribers attained as of June 30, 2001. For the second
quarter of 2002, the total number of subscribers in NRTC territories was
unchanged, leaving the total number of NRTC subscribers as of June 30, 2002, at
1.75 million. As a result, the DIRECTV platform ended the quarter with 10.74
million total subscribers.
DIRECTV reported quarterly revenues of $1,549 million, an increase of 15%
from last year's second quarter revenues of $1,345 million. The increase was
primarily due to continued subscriber growth.
EBITDA for the second quarter of 2002 was $148 million, nearly double last
year's EBITDA of $75 million. This increase was primarily due to the additional
gross profit gained from DIRECTV's increased revenue and lower subscriber
acquisition costs, partially offset by an increase in retention marketing costs
associated with higher levels of set-top box sales to existing subscribers.
Operating profit in the current quarter was $53 million compared with an
operating loss of $39 million in 2001. The improved EBITDA and reduced
amortization from the adoption of SFAS 142 was partially offset by increased
depreciation, mostly related to the launches of the DIRECTV 4S satellite in
December 2001 and DIRECTV 5 in May 2002, as well as additional infrastructure
expenditures made during the last year.
Please refer to the "Selected DIRECTV U.S. Financial Highlights"
attachment for additional information on DIRECTV's subscribers and other
important financial metrics.
DIRECTV DSL: In the second quarter of 2002, the DIRECTV DSL service added
approximately 20,000 net customers. As of June 30, 2002, DIRECTV DSL had about
133,000 residential broadband customers in the United States compared with about
68,000 customers as of June 30, 2001, representing an increase of approximately
96%.
The DIRECTV DSL service had second quarter 2002 revenues of $18 million
compared with $7 million reported in the second quarter of 2001. The increase
was driven by the larger subscriber base and an increase in average revenue per
subscriber.
DIRECTV DSL had negative EBITDA of $29 million in the quarter, an
improvement over the negative $41 million in the same period last year. This
improvement was driven by the additional gross profit gained from the revenue
growth as well as improved operational efficiencies. DIRECTV DSL's operating
loss in the second quarter of 2002 decreased to $41 million compared with an
operating loss of $58 million in 2001. The change was due to the improved EBITDA
and reduced amortization from the adoption of SFAS 142.
- 20 -
Latin America: The DIRECTV service in Latin America added 27,000 net
subscribers in the second quarter of 2002, bringing the total number of
subscribers in Latin America as of the end of the quarter to approximately
1,669,000 compared with about 1,431,000 as of June 30, 2001, representing an
increase of approximately 17%.
Revenues for DIRECTV Latin America increased to $227 million for the
quarter compared with $175 million in the second quarter of 2001. This increase
was due to revenue generated from the 2002 World Cup soccer tournament and the
larger subscriber base, partially offset by the devaluation of several foreign
currencies, primarily in Argentina.
DIRECTV Latin America had negative EBITDA of $99 million in the quarter
compared to negative EBITDA of $35 million in the same period of 2001. Also in
the quarter, DIRECTV Latin America's operating loss increased to $148 million
from an operating loss of $87 million in the same period of 2001. The increased
negative EBITDA and operating loss were primarily due to a $75 million loss
associated with the World Cup, as well as the devaluation of several foreign
currencies, partially offset by the effects of ongoing cost reductions.
Satellite Services
PanAmSat, which is 81%-owned by HUGHES, generated second quarter 2002
revenues of $209.3 million compared with $208.3 million in the same period of
the prior year. The slight increase was primarily due to higher occasional
service revenues related to the global broadcast distribution of the World Cup,
partially offset by reduced program distribution and direct-to-home video
revenues.
EBITDA for the quarter was $150.7 million and EBITDA margin was 72.0%,
compared with second quarter 2001 EBITDA of $134.5 million and EBITDA margin of
64.6%. The increase in EBITDA and EBITDA margin was principally due to the
company's continued focus on reducing its operating costs. Operating profit for
the quarter was $61.0 million compared with operating profit of $32.8 million in
the second quarter of 2001. The improvement was primarily due to the increase in
EBITDA and the reduced amortization from the adoption of SFAS 142.
As of June 30, 2002, PanAmSat had contracts for satellite services
representing future payments (backlog) of over $5.55 billion compared to
approximately $5.72 billion at the end of the first quarter of 2002.
Network Systems
Hughes Network Systems (HNS) generated second quarter 2002 revenues of
$254.4 million compared with $302.2 million in the second quarter of 2001. The
decline was due to lower sales in the Carrier businesses primarily related to
the substantial completion of the XM Satellite Radio and Thuraya Satellite
Telecommunications Company contracts. HNS shipped 512,000 DIRECTV receiver
systems in the second quarter of 2002 compared to 413,000 units in the same
period last year.
Additionally, HNS added approximately 12,000 net DIRECWAY residential and
small office/home office (SOHO) broadband customers in the quarter. As of June
30, 2002, DIRECWAY had over 123,000 residential and SOHO subscribers in North
America compared to 74,000 one year ago, a 66% increase.
- 21 -
HNS reported negative EBITDA of $29.5 million in the quarter compared to
negative EBITDA of $36.8 million in the second quarter of 2001. HNS' operating
loss in the second quarter of 2002 was $46.1 million compared with an operating
loss of $56.5 million in the same period last year. The change in EBITDA and
operating loss was primarily attributable to improved operating margins on the
increased DIRECTV receiver shipments.
BALANCE SHEET
From December 31, 2001 to June 30, 2002, the company's consolidated cash
balance increased $136.0 million to $836.1 million and total debt increased
$832.7 million to $3,480.0 million. The major uses of cash were $728 million for
satellite and capital expenditures, the payment of $180 million to GECC and the
final purchase price adjustment payment to the Raytheon Company of $134 million.
Additionally in the first half of 2002, PanAmSat received approximately $215
million from an insurance claim on the PAS-7 satellite and HUGHES received $95
million from the resolution of the breach of contract lawsuit with NASA.
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).
A live webcast of HUGHES' second quarter 2002 earnings call will be
available on the company's website at www.hughes.com. The call will begin at
2:00 p.m. ET, today. The dial in number for the call is (913) 981-5523. The
webcast will be archived on the Investor Relations portion of the HUGHES website
and a replay will be available (dial in number: 888-203-1112, code: 292489)
beginning at 2:00 p.m. ET on Wednesday, July 17.
- 22 -
HUGHES FINANCIAL GUIDANCE
--------------------------------------------------------------------------------
Third Quarter 2002 Prior Full Year Revised Full
2002 Year 2002
--------------------------------------------------------------------------------
HUGHES
--------------------------------------------------------------------------------
Revenues $2.2 - 2.25B $9.0 - 9.2B No Change
--------------------------------------------------------------------------------
EBITDA $175 - 225M $750 - 850M No Change
--------------------------------------------------------------------------------
Cash Requirements N/A $1.5 - 1.7B $1.2 - 1.4B
--------------------------------------------------------------------------------
DIRECTV U.S.
--------------------------------------------------------------------------------
Revenues ~$1.6B ~$6.2B ~$6.3B
--------------------------------------------------------------------------------
EBITDA ~$150M ~$525M# $525 - 545M#
--------------------------------------------------------------------------------
Net Subscriber Adds 250 - 300K ~1.2M## No Change
--------------------------------------------------------------------------------
DIRECTV DSL
--------------------------------------------------------------------------------
Revenues N/A ~$75M No Change
--------------------------------------------------------------------------------
EBITDA $(25) - (30)M ~$(100)M $(110) - (120)M
--------------------------------------------------------------------------------
Net Subscriber Adds 15 - 20K ~100K 70 - 85K
--------------------------------------------------------------------------------
DIRECTV Latin America
--------------------------------------------------------------------------------
Revenues 170 -180M $800 - 850M $745-765M
--------------------------------------------------------------------------------
EBITDA (15) - (25)M ~$(100)M $(135) - (155)M
--------------------------------------------------------------------------------
Net Subscriber Adds 15 - 20K 150 - 200K 120 - 140K
--------------------------------------------------------------------------------
Hughes Network Systems
--------------------------------------------------------------------------------
Revenues $275 - 325M $1.3 - 1.4B ~$1.3B
--------------------------------------------------------------------------------
EBITDA $(20) -(35)M $(50) - (75)M No Change
--------------------------------------------------------------------------------
DIRECWAY Net Sub Adds N/A 100 - 200K ~100K
--------------------------------------------------------------------------------
PanAmSat
--------------------------------------------------------------------------------
Revenues $190 - 200M $790 - 825M No Change
--------------------------------------------------------------------------------
New Outright Sales None No Change
and Sales- None
Type Leases
--------------------------------------------------------------------------------
EBITDA Margin 70% or higher 70% or higher No Change
--------------------------------------------------------------------------------
EBITDA $135 - 150M $570 - 590M No Change
--------------------------------------------------------------------------------
# Excludes $56 million EBITDA charge for loss related to GECC lawsuit
## Excludes subscribers in NRTC territories
NOTE: Hughes Electronics Corporation believes that some of the foregoing
statements may constitute forward-looking statements. When used in this report,
the words "estimate," "plan," "project," "anticipate," "expect," "intend,"
"outlook," "believe," and other similar expressions are intended to identify
such forward-looking statements and information. Important factors that may
cause actual results of HUGHES to differ materially from the forward-looking
statements in this report are set forth in the Form 10-Ks filed with the SEC by
General Motors and HUGHES.
--------------------------------
1) EBITDA )Earnings Before Interest, Taxes, Depreciation and Amortization) is
the sum of operating profit (loss) and depreciation and amortization. EBITDA
margin is calculated by dividing EBITDA by total revenues.
- 23 -
Selected DIRECTV U.S. Financial Highlights
--------------------------------------------------------------------------------
Quarters Ended
---------------------------------------------
6/30/01 9/30/01 12/31/01 3/31/02 6/30/02
------- ------- -------- ------- -------
DIRECTV U.S. Key Performance Metrics
--------------------------------------------------------------------------------
Average Revenue per User
(ARPU),$ (1) $58.00 $57.30 $61.35 $56.70 $58.10
--------------------------------------------------------------------------------
Subscriber Acquisition Cost
(SAC), $ (2) $575 $555 $560 $520 $530
--------------------------------------------------------------------------------
Churn, % (3) 2.0% 1.9% 1.7% 1.6% 1.7%
--------------------------------------------------------------------------------
Pre-Marketing Cash Flow
(PMCF), % 41% 40% 38% 39% 40%
--------------------------------------------------------------------------------
Subscriber Detail (in millions)
-----------------------------------
DIRECTV - Owned & Operated
--------------------------------------------------------------------------------
Residential 7.35 7.55 7.88 8.27 8.46
--------------------------------------------------------------------------------
Commercial 0.30 0.31 0.33 0.34 0.37
--------------------------------------------------------------------------------
Suspended 0.15 0.19 0.23 0.18 0.16
--------------------------------------------------------------------------------
Total DIRECTV -
Owned & Operated (4) 7.80 8.05 8.44 8.79 8.99
--------------------------------------------------------------------------------
NRTC, Total (5) 1.84 1.87 1.89 1.75 1.75
--------------------------------------------------------------------------------
Grand Total 9.64 9.92 10.33 10.54 10.74
-----------------------------------=============================================
(1) Total revenue divided by average period-end total DIRECTV Owned &
Operated customers
(2) Sales and marketing acquisition costs divided by DIRECTV Owned &
Operated customer gross adds in the period; excludes advanced and
leased set-top boxes
(3) Net customer disconnects divided by average period-end
DIRECTV Owned and Operated customers
(4) Excludes pending customers to reflect policy change effective 1/1/02
(5) Reflects Pegasus Communications Corp. policy change in Q1 2002 reported
in Pegasus' Form 10K; An additional adjustment was made in Q1 2002,
based upon Pegasus' first quarter Form 10-Q filing
--------------------------------------------------------------------------------
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CONSOLIDATED STATEMENTS OF OPERATIONS AND
AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited) Six Months
Second Quarter Ended June 30,
------------------------------------
2002 2001 2002 2001
---------------------------------------------------------------------------------------
Revenues
Direct broadcast, leasing and other services $2,004.0 $1,738.6 $3,862.0 $3,436.8
Product sales 205.7 246.5 385.9 441.3
---------------------------------------------------------------------------------------
Total Revenues 2,209.7 1,985.1 4,247.9 3,878.1
---------------------------------------------------------------------------------------
Operating Costs and Expenses, Exclusive
of Depreciation and
Amortization Expense Shown Below
Broadcast programming and other costs 1,078.9 786.6 1,982.1 1,525.3
Cost of products sold 184.7 189.2 357.7 343.7
Selling, general and administrative expenses 823.0 927.3 1,650.8 1,813.9
Depreciation and amortization 261.6 305.0 523.6 570.7
---------------------------------------------------------------------------------------
Total Operating Costs and Expenses 2,348.2 2,208.1 4,514.2 4,253.6
---------------------------------------------------------------------------------------
Operating Loss (138.5) (223.0) (266.3) (375.5)
Interest income 7.4 19.0 11.7 42.8
Interest expense (122.3) (42.8) (198.7) (93.4)
Other, net 8.9 (10.9) (32.7) (3.7)
---------------------------------------------------------------------------------------
Loss Before Income Taxes, Minority Interests and
Cumulative Effect of Accounting Change (244.5) (257.7) (486.0) (429.8)
Income tax benefit 92.9 74.8 184.7 124.7
Minority interests in net (earnings)
losses of subsidiaries (3.5) 26.4 (10.2) 50.7
---------------------------------------------------------------------------------------
Loss before cumulative effect of accounting change (155.1) (156.5) (311.5) (254.4)
Cumulative effect of accounting change, net of taxes - - - (7.4)
---------------------------------------------------------------------------------------
Net Loss (155.1) (156.5) (311.5) (261.8)
Adjustment to exclude the effect of
GM purchase accounting - 0.8 - 1.6
---------------------------------------------------------------------------------------
Loss excluding the effect of GM purchase accounting (155.1) (155.7) (311.5) (260.2)
Preferred stock dividends (22.8) (24.1) (46.9) (48.2)
---------------------------------------------------------------------------------------
Loss Used for Computation of
Available Separate Consolidated
Net Income (Loss) $(177.9) $(179.8) $(358.4) $(308.4)
=======================================================================================
Available Separate Consolidated Net Income (Loss)
Average number of shares of General Motors Class H
Common Stock outstanding (in millions)
(Numerator) 884.0 875.9 880.8 875.7
Average Class H dividend base (in millions)
(Denominator 1,307.6 1,299.6 1,304.4 1,299.4
Available Separate Consolidated Net Income (Loss) $(120.3) $(121.2) $(242.0) $(207.8)
=======================================================================================
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CONSOLIDATED BALANCE SHEETS
(Dollars in Millions) June 30,
2002 December 31,
ASSETS (Unaudited) 2001
-------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents $836.1 $700.1
Accounts and notes receivable 1,137.7 1,090.5
Contracts in process 122.6 153.1
Inventories 333.9 360.1
Deferred income taxes 134.4 118.9
Prepaid expenses and other 1,042.4 918.4
-------------------------------------------------------------------------------
Total Current Assets 3,607.1 3,341.1
Satellites, net 4,852.7 4,806.6
Property, net 2,183.6 2,197.8
Goodwill, net 6,715.3 6,500.3
Intangible Assets, net 447.9 656.5
Net Investment in Sales-type Leases 175.9 227.0
Investments and Other Assets 1,266.8 1,480.8
-------------------------------------------------------------------------------
Total Assets $19,249.3 $19,210.1
===============================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
-------------------------------------------------------------------------------
Current Liabilities
Accounts payable $1,104.1 $1,227.5
Deferred revenues 157.7 178.5
Short-term borrowings and current portion of 1,081.6 1,658.5
long-term debt
Accrued liabilities and other 1,303.3 1,342.0
-------------------------------------------------------------------------------
Total Current Liabilities 3,646.7 4,406.5
Long-Term Debt 2,398.4 988.8
Other Liabilities and Deferred Credits 1,301.8 1,465.1
Deferred Income Taxes 757.7 746.5
Commitments and Contingencies
Minority Interests 542.9 531.3
Stockholder's Equity 10,601.8 11,071.9
-------------------------------------------------------------------------------
Total Liabilities and Stockholder's Equity $19,249.3 $19,210.1
===============================================================================
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).
- 26 -
SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited) Six Months
Second Quarter Ended June 30,
------------------ -----------------
2002 2001 2002 2001
-------------------------------------------------------------------------------
DIRECT-TO-HOME BROADCAST
Total Revenues $ 1,793.7 $1,527.7 $ 3,437.5 $ 3,017.6
EBITDA (1) $ 20.6 $ (1.3) $ (42.0) $ 4.7
Operating Loss $ (136.4) $ (182.9) $ (351.9) $ (328.4)
Depreciation and Amortization $ 157.0 $ 181.6 $ 309.9 $ 333.1
Capital Expenditures $ 157.2 $ 226.3 $ 296.7 $ 353.9
--------------------------------------------------------------------------------
SATELLITE SERVICES
Total Revenues $ 209.3 $ 208.3 $ 416.4 $ 413.5
EBITDA (1) $ 150.7 $ 134.5 $ 301.8 $ 274.5
EBITDA Margin (1) 72.0% 64.6% 72.5% 66.4%
Operating Profit $ 61.0 $ 32.8 $ 118.1 $ 73.9
Operating Profit Margin 29.1% 15.7% 28.4% 17.9%
Depreciation and Amortization $ 89.7 $ 101.7 $ 183.7 $ 200.6
Capital Expenditures $ 109.5 $ 94.2 $ 183.5 $ 161.4
--------------------------------------------------------------------------------
NETWORK SYSTEMS
Total Revenues $ 254.4 $ 302.2 $ 497.2 $ 550.4
EBITDA (1) $ (29.5) $ (36.8) $ (62.6) $ (75.1)
Operating Loss $ (46.1) $ (56.5) $ (97.2) $ (109.1)
Depreciation and Amortization $ 16.6 $ 19.7 $ 34.6 $ 34.0
Capital Expenditures $ 87.8 $ 167.1 $ 216.1 $ 345.3
--------------------------------------------------------------------------------
ELIMINATIONS and OTHER
Total Revenues $ (47.7) $ (53.1) $ (103.2) $ (103.4)
EBITDA (1) $ (18.7) $ (14.4) $ 60.1 $ (8.9)
Operating Profit (Loss) $ (17.0) $ (16.4) $ 64.7 $ (11.9)
Depreciation and Amortization $ (1.7) $ 2.0 $ (4.6) $ 3.0
Capital Expenditures $ 13.1 $ 22.6 $ 32.1 $ 0.8
--------------------------------------------------------------------------------
TOTAL
Total Revenues $2,209.7 $1,985.1 $ 4,247.9 $ 3,878.1
EBITDA (1) $ 123.1 $ 82.0 $ 257.3 $ 195.2
EBITDA Margin (1) 5.6% 4.1% 6.1% 5.0%
Operating Loss $ (138.5) $ (223.0) $ (266.3) $ (375.5)
Depreciation and Amortization $ 261.6 $ 305.0 $ 523.6 $ 570.7
Capital Expenditures $ 367.6 $ 510.2 $ 728.4 $ 861.4
================================================================================
(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.
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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 16, 2002
-------------
By
s/Peter R. Bible
-------------------------------
(Peter R. Bible,
Chief Accounting Officer)
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