GENERAL MOTORS ACCEPTANCE CORP - 10-K Annual Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE YEAR ENDED DECEMBER 31, 2000, OR

TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
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1934 FOR THE TRANSITION PERIOD FROM TO
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Commission file number 1-3754
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GENERAL MOTORS ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 38-0572512
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

200 Renaissance Center P.O. Box 200,
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Detroit, MI 48265-2000
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 313-556-5000
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The registrant meets the conditions set forth in General Instruction I(1) (a)
and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
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7 1/8% Notes due May 1, 2001 Global Floating Rate Notes due September 25, 2002
6 7/8% Notes due July 15, 2001 6 5/8% Notes due October 1, 2002
7.00% Notes due August 15, 2001 8 1/2% Notes due January 1, 2003
6 3/8% Notes due December 1, 2001 5 7/8% Notes due January 22, 2003
9 5/8% Notes due December 15, 2001 6 3/4% Notes due March 15, 2003
5 1/2% Debentures due December 15, 2001 7 1/8% Notes due May 1, 2003
6.00% Notes due February 1, 2002 8 3/4% Notes due July 15, 2005
6 3/4% Notes due February 7, 2002 6 5/8% Notes due October 15, 2005
Floating Rate Notes due April 29, 2002 6 1/8% Notes due January 22, 2008
7.00% Notes due September 15, 2002 8 7/8% Notes due June 1, 2010
6.00% Debentures due April 1, 2011
10.00% Deferred Interest Debentures due December 1, 2012
10.30% Deferred Interest Debentures due June 15, 2015

All of the securities listed above are registered on the New York Stock
Exchange.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes X . No ___.

As of December 31, 2000, there were outstanding 10 shares of the issuer's common
stock.

Documents incorporated by reference. None.
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CONTENTS

PART I Page No.
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Item 1. Business 3

Item 2. Properties 7

Item 3. Legal Proceedings 8

PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters 8

Item 6. Selected Financial Data 8

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
9

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 22

Item 8. Financial Statements and Supplementary Data 25

Management's Responsibilities for Consolidated Financial Statements 25

Independent Auditors' Report 26

Consolidated Balance Sheet 27

Consolidated Statement of Income 28

Consolidated Statement of Changes in Stockholder's Equity 29

Consolidated Statement of Cash Flows 31

Notes to Consolidated Financial Statements 33

Supplementary Financial Data 63

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 64

Signatures 65

Exhibit Index 67

Ratio of Earnings to Fixed Charges 68

Independent Auditors' Consent 69

PART I

ITEM 1. BUSINESS

General Motors Acceptance Corporation (the "Company" or "GMAC"), a wholly-owned
subsidiary of General Motors Corporation ("General Motors" or "GM"), was
incorporated in 1997 under Delaware General Corporation Law. On January 1, 1998,
the Company merged with its predecessor, which was originally incorporated in
New York in 1919.

In conducting its primary line of business, GMAC and its affiliated companies
have a presence in 40 countries and offer a wide variety of automotive financial
services to and through franchised General Motors dealers throughout the world.
GMAC also offers financial services to other automobile dealerships and to the
customers of those dealerships. Additionally, the Company provides commercial
financing for real estate, equipment and working capital to automobile
dealerships, GM suppliers and customers of GM affiliates. The Company also
provides commercial financing and factoring services for companies in the
apparel, textile, automotive supplier and numerous other industries. GMAC's
other financial services include insurance and mortgage banking. The Company had
28,569 and 27,383 employees worldwide, as of December 31, 2000 and 1999,
respectively.

The Company operates directly and through its subsidiaries and affiliates
(including joint ventures) in which the Company or GM has equity investments. In
its principal markets, GMAC offers automotive financing and other services as
described below. The Company operates its automotive financing services outside
of the United States ("U.S.") in a similar manner, subject to local laws or
other circumstances that may cause it to modify its procedures accordingly. The
Company's policies and internal controls are designed to ensure compliance with
applicable laws and regulations.

The automotive financing industry is highly competitive. The Company's principal
competitors for retail financing and leasing are a large number of banks,
commercial finance companies, savings and loan associations and credit unions.
Wholesale and lease financing competitors are primarily comprised of other
manufacturers' affiliated finance companies, independent commercial finance
companies and banks. Neither the Company nor any of its competitors are
considered to be a dominant force in the industry when analyzed individually.
The Company's ability to offer competitive financing rates, the primary basis of
competition, is directly affected by its access to capital markets. The Company
applies a strategy of constantly reviewing funding alternatives to achieve its
business goals. The quality of integrated GM and GMAC products and services
provided to automotive dealerships and their customers contributes to the
Company's competitive advantages.

In the North American automotive business, seasonal retail sales fluctuations
cause production levels to vary from month to month. In addition, the changeover
period related to the annual new model introduction traditionally occurs in the
third quarter of each year, causing an unfavorable impact on the operating
results of automobile manufacturers. These factors produce minor fluctuations in
financing volume, with the second and third quarters of each year generally
experiencing the strongest activity. However, seasonal variations in vehicle
deliveries do not have a material impact on the Company's interim results.
Quarterly financing revenue remains relatively consistent throughout the year,
primarily due to the use of the straight-line method for recognition of
operating lease revenue and the interest method for recognition of income from
retail and lease financing transactions as well as consistent dealer inventory
levels.

As the financing of GM manufactured vehicles comprises a substantial portion of
the Company's business, any protracted reduction or suspension of GM's
production or sales resulting from a decline in demand, work stoppage,
governmental action, adverse publicity, or other event, could have a substantial
unfavorable effect on the Company's results of operations. Information about
GM's production and sales can be found in GM's Annual Report on Form 10-K for
the year ended December 31, 2000, filed separately with the Securities and
Exchange Commission.

ITEM 1. BUSINESS (continued)

RETAIL FINANCING

GMAC conducts its U.S. and Canadian retail automotive financing business under
the trade name GMAC Financial Services. The Company provides financial services
to customers through dealers who have established relationships with GMAC.
Retail installment obligations for new and used products that meet GMAC's credit
standards are purchased directly from dealers.

Outside the U.S. and Canada, GMAC conducts its retail automotive financing
business under various trade names, such as Opel Bank, Vauxhall Finance, and
Holden Financial Services, primarily depending upon General Motors activity in
the country while also considering local customs and requirements. Retail
automotive financing is provided in a similar manner as in the U.S., but in some
cases, GMAC enters into an installment obligation directly with the customer.

GMAC also provides subprime retail automotive financing and servicing to
customers in the U.S. and Europe. Subprime financing in the U.S. is provided
through Nuvell Credit Corporation, a wholly-owned subsidiary. Nuvell Financial
Services Corp. provides private-label servicing for SAAB Financial Services
Corporation in the U.S. In Europe, On:Line Financing Holdings, Ltd., a
majority-owned subsidiary, provides subprime, as well as standard rate, used
vehicle financing.

Retail obligations are generally secured by lien notation on vehicle titles
and/or other forms of security interest in the vehicles financed. After
satisfying local requirements, GMAC is generally able to repossess the vehicle
if the installment buyer fails to meet the obligations of the contract. The
interests of both GMAC and the retail buyer are usually protected by automobile
physical damage insurance.

General Motors may elect to sponsor retail finance programs by supporting
special retail finance rates and/or guaranteeing residual values in excess of
those established by independently published residual value guidebooks used by
GMAC.

WHOLESALE FINANCING

Using GMAC's wholesale financing, qualifying dealers are able to finance new and
used vehicles held in inventory pending sale or lease to retail or fleet buyers.
When a dealer uses GMAC's Wholesale Finance Plan to acquire vehicles from a
manufacturer or other vehicle sources, GMAC is ordinarily granted a security
interest in those vehicles. GMAC is generally able to repossess the vehicle if
the dealer does not pay the amount advanced or fails to comply with other
conditions specified in the security agreement.

TERM LOANS

GMAC provides term loans for real estate, equipment and working capital to
automobile dealerships, GM suppliers and customers of GM affiliates. The Company
generally secures the loans with liens on real estate, other dealership assets
and/or the personal guarantee of the dealer.

LEASING

In the U.S. and Canada, GMAC offers leasing plans to retail customers as well as
dealers or other companies that rent or lease vehicles to others. GMAC also
offers various lease products in 23 other countries.

Operating Leases
GMAC's most successful leasing program, called SmartLease in the U.S. and
Canada, is a plan in which dealers originate the leases and offer them for
purchase by GMAC. In Europe and Asia-Pacific, GMAC also offers full-service
individual and fleet leasing products. In addition to the maintenance management
services directly associated with the full-service lease, the Company offers
services including fleet management, accident management, fuel programs, title
and licensing services and short-term vehicle rental.

ITEM 1. BUSINESS (continued)

LEASING (concluded)

Operating Leases (concluded)
As GMAC assumes ownership of the vehicles from the dealers, these leases are
accounted for as operating leases with the capitalized cost of the vehicles
recorded as depreciable assets (net investment in operating leases). In the U.S.
and Canada, dealers are not responsible for customers' performances during the
lease periods nor for the values of the vehicles at the time of lease
maturities. Credit standards for these programs are similar to those applied to
retail financing contracts. The SmartLease program encourages shorter customer
trading cycles.

General Motors may elect to sponsor retail leasing programs by supporting
special lease rates and/or guaranteeing residual values in excess of those
established by independently published residual value guidebooks used by GMAC.

Finance Leases
GMAC also offers other leasing plans directly to individual customers and other
entities. Under these plans, the leases are accounted for as finance leases and
the receivables from the customers are recorded as finance receivables. GMAC
does not assume ownership of the vehicles. These leasing receivables essentially
represent installment sales of vehicles, with the vehicles usually being
acquired by the customers at the end of the lease contracts.

Lease Financing
Dealers, their affiliates and other companies may obtain GMAC financing to buy
vehicles, which they lease or rent to others. These leases, sometimes referred
to as fleet leases, are categorized as finance receivables. GMAC generally has a
security interest in these vehicles and in the rental payments. However,
competitive factors occasionally result in a limited security interest in this
collateral. Approximately 50% of GMAC's fleet financing receivables are covered
by General Motors programs which provide a limited payment guarantee to
participating financing institutions as consideration for extending credit to a
fleet customer. Under these programs, General Motors will reimburse the
financing institution, subject to certain limitations, for losses on the sales
of vehicles that are returned to the selling dealers or repossessed.

COMMERCIAL FINANCING

Through its subsidiaries GMAC Commercial Credit LLC and GMAC Business Credit
LLC, the Company provides secured financing in the U.S., United Kingdom and
Canada to companies in the apparel, textile, automotive supplier and numerous
other industries. Financing is provided to clients through revolving lines of
credit, term loans and the purchase of accounts receivable owed to clients from
their customers (known as "factoring"). The Company also provides
receivable/collection management products as well as guarantees amounts due
under letters of credit issued by its clients to their suppliers. Accounts
receivable and inventories are the primary security for commercial financing and
factoring products and services.

INSURANCE

GMAC Insurance Holdings, Inc. ("GMACI"), a holding company formed in 1997,
conducts insurance operations in the U.S., Canada, Europe, Latin America, and
Asia Pacific through Motors Insurance Corporation ("MIC"), GMAC RE Corp. ("GMAC
RE"), Integon Corporation ("Integon"), and other insurance subsidiaries. The
subsidiaries operate and market under the GMAC Insurance common brand. GMACI
insures and reinsures automobile service contracts, personal automobile
insurance coverages ranging from preferred to non-standard risks, and selected
commercial insurance coverages.

GMAC Insurance is one of the world's largest underwriters of automotive extended
service and maintenance contracts. Such contracts offer vehicle owners and
lessees mechanical repair protection and extended roadside assistance for new
and used vehicles beyond a manufacturer's new vehicle warranty. These contracts
are marketed through automobile dealerships and on a direct response basis,
covering virtually all vehicle makes and models. A significant portion of
vehicle service contracts cover vehicles manufactured by General Motors
Corporation.

ITEM 1. BUSINESS (continued)

INSURANCE (concluded)

GMAC RE underwrites diverse property and casualty risks, primarily in the U.S.
market. Commercial lines coverage is primarily insurance for dealer vehicle
inventories. MIC also provides collateral protection to GMAC on certain vehicles
securing GMAC retail installment contracts.

The personal lines operation primarily provides physical damage and liability
insurance coverages for automobiles and motorcycles, and also offers homeowners
and umbrella policies. Personal lines policies are offered on a direct response
basis through affinity groups, GM-employee programs and the internet, and
through a network of approximately 14,500 independent agencies. Automobile and
motorcycle coverages are offered to nonstandard, standard, and preferred
drivers. The personal lines group operates in 48 states and the District of
Columbia.

The property casualty insurance industry is highly competitive. Competition in
the property casualty markets in which GMACI operates consists of large
multi-line companies and smaller specialty carriers. None of these companies,
including GMACI, holds a dominant position overall in these markets.

There are no material seasonal factors that affect the quarterly results of
GMACI.

MORTGAGE BANKING

GMAC Mortgage Group, Inc. and its subsidiaries ("GMACMG") perform a wide array
of real estate financial services including the origination, purchase, financing
and servicing of residential, commercial and multifamily mortgage loans as well
as the issuing, purchasing and selling of mortgage-backed securities. In
addition, GMACMG actively pursues the acquisition of mortgage servicing rights
from other mortgage bankers and financial institutions. Operations of GMACMG's
various mortgage banking subsidiaries are conducted through its three primary
businesses: GMAC Residential Holding Corp. ("GMACM"); GMAC Commercial Holding
Corp. ("GMACCM"); and Residential Funding Corporation ("RFC").

GMACM provides residential real estate services nationwide, primarily the
origination and servicing of first and second lien residential mortgage loans
and high loan to value loans. GMACM originates mortgage loans by utilizing its
nationwide retail network, direct lending centers, and correspondent lender
origination channels. In addition to selling its originated loans in the
secondary market while retaining the right to service the loans, GMACM actively
acquires servicing rights from other mortgage bankers and financial
institutions. In addition, GMACM provides customized servicing and lending
functions to third party organizations. GMACM has diversified its operations to
include trustee services and mortgage-related insurance products. During 1999,
GMACM expanded operations through various acquisitions that increased the
capacity of direct lending operations, added consumer-direct advertising
expertise and established GMACM's presence in the internet mortgage origination
market. GMACM also provides bundled real estate services to the consumer
including real estate brokerage services through a combination of franchised and
company owned offices, full service relocation services, home finding services
and mortgage services.

GMACCM, with a servicing portfolio of more than $90 billion, is the nation's
largest commercial and multifamily mortgage loan servicer and a global leader in
loan origination, asset management and securitization of commercial mortgages.
Through a subsidiary, GMACCM is also the largest underwriter of multifamily tax
exempt bonds in the country. GMACCM serves the domestic and global markets and
is a direct lender and correspondent for life insurance companies and pension
funds. GMACCM provides a wide range of innovative financial products and
services including long-term, interim and construction financing, appraisal
services and specialized lending units focused on healthcare and hospitality as
well as e-commerce offerings through the Internet. GMACCM operates 44
origination offices in key United States markets and also has operations in
Canada, England, France, Ireland and Japan. During 1998, GMACCM diversified its
operations through various acquisitions, most notably, an investment banking
firm/licensed broker-dealer which specializes in the financing of real estate
related projects and two software development companies which specialize in
mortgage banking software.

ITEM 1. BUSINESS (concluded)

MORTGAGE BANKING (concluded)

RFC is engaged in several interrelated business lines including mortgage
securitization, investing, origination and lending operations. RFC is a top
issuer of private-label mortgage-backed securities in the U.S. based on dollar
volume of private-label mortgage-backed securities issued as of December 31,
2000. RFC purchases non-conforming, single-family residential mortgages from
mortgage lenders throughout the U.S., securitizes such mortgages into mortgage
pass-through certificates, sells the certificates to investors and performs
master servicing of these securities on behalf of investors. In addition to
prime residential mortgages, RFC also purchases and securitizes subprime
residential mortgages, home equity lines of credit and home improvement loans.
RFC also provides warehouse lending facilities to certain mortgage banking
customers secured principally by mortgage collateral as well as long-term
secured lines of credit to construction lending project managers and national
and regional homebuilders. In addition, Residential Money Centers, an RFC
subsidiary, offers a variety of first- and second-mortgage loans to homeowners
who do not meet the credit standards normally required for purchase by
government-sponsored enterprises.

The mortgage banking business is highly competitive. GMACMG competes with other
mortgage banking companies, commercial banks, savings associations, credit
unions and other financial institutions in every aspect of its business,
including funding and purchasing loans from mortgage brokers, purchasing loans
from correspondents, securitizing and selling loans to investors and acquiring
loan servicing rights and origination capabilities.

Residential mortgage volume is generally subject to seasonal trends. These
trends reflect the general national pattern of sales and resales of homes, which
typically peak during the spring and summer seasons and decline to lower levels
from mid-November through February. However, the seasonal trends do not have a
material impact on GMACMG's interim results. Refinancings tend to be less
seasonal and more closely related to changes in interest rates. In addition to
having an effect on refinancing, changes in interest rates affect the volume of
loan originations and acquisitions, the interest rate spread on mortgage-related
investments and loans held for sale, the amount of gain or loss on the sale of
loans and the value of GMACMG's servicing portfolio.

FINANCIAL INFORMATION

Financial information regarding operating segments and operations by geographic
area is set forth in Note 1 and Note 15 in the Notes to Consolidated Financial
Statements.

ITEM 2. PROPERTIES

The Company and its subsidiaries have 271 automotive financial services offices,
25 commercial financial services offices, 103 insurance offices and 584 mortgage
offices. Of the number of automotive financial services offices, 203 are in the
United States and Puerto Rico, 16 in Canada and 52 in other countries. Of the
number of commercial financial services offices, 16 are located in the United
States, 2 in Canada and 7 in the United Kingdom. There are 94 insurance offices
in the United States, 5 in Europe, 2 in Canada and 2 in Latin America. Of the
number of mortgage offices, 566 are located in the United States, 2 in Canada, 5
in Latin America and Mexico, 3 in Asia and 8 in Europe. Substantially all
premises are occupied under lease.

The Company owns three properties in Michigan that were transferred from GM in
2000. GMAC leases these properties to GM as part of a sixteen-year lease
arrangement. Automobiles, office equipment, and other real estate properties
owned and in use by the Company are not significant in relation to the total
assets of the Company.

ITEM 3. LEGAL PROCEEDINGS

GMAC is subject to potential liability under government regulations and various
claims and legal actions which are pending or may be asserted against them. Some
of the pending actions purport to be class actions. The aggregate ultimate
liability of GMAC under these government regulations and under these claims and
actions, was not determinable at December 31, 2000. After discussion with
counsel, it is the opinion of management that such liability is not expected to
have a material adverse effect on the Company's consolidated financial
condition, results of operations or cash flows.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company is a wholly-owned subsidiary of General Motors and, accordingly, all
shares of the Company's common stock are owned by General Motors. There is no
market for the Company's common stock.

The Company paid cash dividends to General Motors of $1,377.5 million in 2000,
$75 million in 1999 and $300 million in 1998.

ITEM 6. SELECTED FINANCIAL DATA

FIVE-YEAR SUMMARY OF CONSOLIDATED OPERATIONS

2000 1999 1998 1997 1996
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Income and net income retained for use in the business (in millions of dollars)

Financing revenue and other income $ 23,661.1 $ 20,218.0 $ 17,913.9 $ 16,595.4 $ 15,973.7
------------ ------------ ----------- ------------ -----------

Interest and discount 8,294.7 6,526.2 5,786.9 5,255.5 4,937.5
Depreciation on operating leases 5,166.2 4,891.7 4,692.4 4,677.5 4,627.0
Operating expenses 5,599.1 4,518.9 3,565.1 2,852.2 2,690.3
Insurance losses and loss adjustment 1,389.9
Expenses 1,493.1 1,469.4 1,073.5 972.2
Provision for credit losses 551.6 403.8 463.1 522.7 669.0
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Total expenses 21,104.7 17,730.5 15,976.9 14,381.4 13,896.0
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Income before income taxes 2,556.4 2,487.5 1,937.0 2,214.0 2,077.7
United States, foreign and other 960.2
income taxes 954.3 611.7 912.9 837.2
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Net income 1,602.1 1,527.3 1,325.3 1,301.1 1,240.5
Cash dividends 1,377.5 75.0 300.0 750.0 1,200.0
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Net income retained in the year $ 224.6 $ 1,452.3 1,025.3 $ 551.1 $ 40.5
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Total assets $ 168,410.1 $ 148,789.2 $ 131,760.4 $ 109,685.9 $ 99,852.6
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Debt
Short-term debt $ 56,913.6 $ 50,838.5 $ 49,491.2 $ 41,464.5 $ 36,496.3
Long-term debt 76,458.6 70,319.7 56,682.0 45,436.8 42,300.9
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Total debt $ 133,372.2 $ 121,158.2 $ 106,173.2 $ 86,901.3 $ 78,797.2
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that management
believes to be relevant to an understanding of the Company's consolidated
results of operations and financial condition. The discussion should be read in
conjunction with the consolidated financial statements and the notes thereto.

RESULTS OF OPERATIONS

GMAC earned consolidated net income of $1,602.1 million, up 4.9% from the
$1,527.3 million earned in 1999. These earnings are an annual record for GMAC,
with 2000 net income being the sixth straight year of increase. The following
table summarizes the most recent earnings of GMAC's automotive and other
financing, insurance and mortgage operations on a year-to-year basis:

Net Income
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2000 1999 1998
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(in millions of dollars)

Automotive and other financing operations $ 1,054.7 $ 1,056.9 $ 984.4
Insurance operations * 220.0 209.9 225.9
Mortgage operations** 327.4 260.5 115.0
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Consolidated total $ 1,602.1 $ 1,527.3 $ 1,325.3
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* GMAC Insurance Holdings, Inc.
** GMAC Mortgage Group, Inc.

On a consolidated basis, GMAC's return on average equity capital was 12.4% in
2000, compared to 14.7% in 1999 and 14.3% in 1998. Total cash dividends paid to
General Motors in 2000 were $1,377.5 million compared with $75 million in 1999
and $300 million in 1998.

In 2000, net income from automotive and other financing operations totaled
$1,054.7 million, virtually unchanged from the $1,056.9 million earned in the
prior year. Increased financing volumes and asset levels were offset by the
negative impact stemming from the higher level of market interest rates during
the year. The increase in 1999 from 1998 was due to increased financing volumes
and reduced credit losses, partially offset by a higher effective tax rate.

Net income from insurance operations totaled $220.0 million in 2000, 4.8% higher
and 2.6% lower than 1999 and 1998 earnings, respectively. The increase from 1999
was primarily due to improved operating results and higher investment income and
capital gains. The decrease in 1999 from 1998 was primarily attributable to
pricing pressure in the personal lines insurance business.

Net income from mortgage operations totaled $327.4 million in 2000, 25.7% and
184.7% higher than 1999 and 1998 earnings, respectively. The strong
year-over-year performance reflects the benefit of strong international growth,
lower cost of servicing and increased mortgage originations during the second
half of the year. The unusually low earnings in 1998 were largely due to reduced
mortgage asset values from higher prepayment levels.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

UNITED STATES NEW PASSENGER CAR AND TRUCK DELIVERIES

U.S. deliveries of new GM vehicles during 2000 were unchanged compared to 1999
levels. U.S. deliveries of new GM vehicles during 1999 were higher than 1998
levels primarily as a result of an overall increase in the number of vehicles
produced in the industry. Additionally, production in 1998 was reduced by an
estimated 545,000 units due to a 54-day work stoppage from June 5, 1998 through
July 28, 1998 at GM. GMAC's special rate financing programs sponsored by GM
during 2000 contributed to higher financing penetration of new GM vehicle retail
deliveries. The decline in financing penetration in 1999 from 1998 was primarily
the result of competitive market conditions.

For the Years Ended December 31,
---------------------------------
2000 1999 1998
---- ---- ----
(in millions of units)

Industry 17.8 17.4 16.0
General Motors 5.0 5.0 4.6

U.S. new GM vehicle deliveries financed by GMAC
Retail (installment sale contracts and
operating leases) 43.6% 40.6% 41.4%
Fleet transactions (lease financing) 1.7% 1.6% 2.1%
Total 34.7% 32.8% 33.3%

FINANCING VOLUME

The number of new vehicle deliveries financed for GM and other dealers are
summarized below:

For the Years Ended December 31,
--------------------------------
2000 1999 1998
---- ---- ----
(in thousands of units)
United States
Retail installment sale contracts 1,012 867 929
Operating leases 680 774 598
Leasing 23 24 26
------ ----- -----
New deliveries financed 1,715 1,665 1,553
====== ===== =====

Other Countries
Retail installment sale contracts 483 470 410
Operating leases 273 291 308
Leasing 55 66 61
------ ----- -----
New deliveries financed 811 827 779
====== ===== =====

Worldwide
Retail installment sale contracts 1,495 1,337 1,339
Operating leases 953 1,065 906
Leasing 78 90 87
------ ----- -----
New deliveries financed 2,526 2,492 2,332
====== ===== =====

The increase in the total number of vehicles financed during 2000, compared to
1999, can be attributed to the Company's continued special rate financing
programs sponsored by GM. The decrease in operating lease units can be
attributed to a shift from lease incentive programs to special rate retail
finance programs sponsored by GM for both the U.S. and internationally. The
number of new vehicles financed in the U.S. in 1999 was higher than 1998,
primarily as a result of an overall increase in the number of units financed in
the industry as well as the impact of the 1998 work stoppage mentioned earlier.
Additionally, operating lease incentive programs sponsored by GM in the U.S.
contributed to the 1999 increase over 1998.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

FINANCING VOLUME (concluded)

The average new vehicle retail finance contract purchased by GMAC in the United
States during 2000 was $23,500 compared to $22,300 in 1999 and $20,800 in 1998.
The average term for new vehicle retail finance contracts purchased was 55
months in 2000, compared to 54 months in 1999 and 52 months in 1998, while the
monthly payment on such contracts purchased in 2000 averaged $424, compared to
$412 in 1999 and $401 in 1998. The increases in the average amount of retail
finance contract purchased and the average monthly payment were primarily the
result of a reduction in the average customer downpayment and an increase in the
average new vehicle cash price. The increase in the average monthly payment was
partially offset by an increase in the average term and a decrease in the
average customer finance rate.

During 2000, the average capitalized cost for new vehicle retail operating lease
contracts entered into in the United States was $24,300 compared to $23,700 in
1999 and $24,400 in 1998. The average term of such new vehicle retail leases in
2000 and 1999 was 36 months and in 1998 was 34 months. The average monthly
retail lease payments on such contracts were $358 in 2000, $340 in 1999 and $352
in 1998. The changes in average cost, term and monthly payment during 2000 were
mainly attributable to a continued shift to longer term incentivized leases
sponsored by GM.

GMAC also provides wholesale financing for GM and other dealers' new and used
vehicle inventories. In the United States, wholesale inventory financing was
provided for 3.6 million, 3.5 million and 2.8 million new GM vehicles,
representing 71.5%, 67.7% and 64.1% of all GM sales to U.S. dealers during 2000,
1999 and 1998, respectively. The increase was attributable to marketing
initiatives and competitive pricing strategies offered by the Company.

ASSETS

Cash and cash equivalents totaled $1,147.8 million at December 31, 2000,
compared with $704.3 million held at December 31, 1999.

At the end of 2000, the Company owned assets and serviced automotive receivables
totaling $185.6 billion, an increase of $23.3 billion over year-end 1999. Total
consolidated assets of the Company at December 31, 2000 were $168.4 billion,
$19.6 billion above the previous year. The year-to-year increases were primarily
the result of higher serviced retail receivables, commercial and other loan
receivables, serviced wholesale receivables, other assets, factored receivables,
receivables with GM, mortgage lending receivables, mortgage servicing rights,
mortgage loans held for investment and due and deferred from receivables sales.
These increases were partially offset by a decline in operating lease assets.

Consolidated automotive and commercial finance receivables serviced by the
Company, including sold receivables, amounted to $112.5 billion and $97.0
billion at December 31, 2000 and 1999, respectively. The year-to-year increase
was primarily a result of a $7.4 billion increase in serviced retail
receivables, a $4.9 billion increase in commercial and other loan receivables
and a $4.4 billion increase in serviced wholesale receivables. Continued
GM-sponsored retail financing incentives contributed to the rise in serviced
retail receivables. The change in commercial and other loan receivables was
primarily attributable to increases in secured notes as well as continued growth
at Commercial Credit LLC and GMAC Business Credit LLC. The growth at Commercial
Credit LLC was partially attributable to the acquisitions of the factoring
businesses of Finova Capital Corporation and Banc of America during the third
and fourth quarters of 2000. The increase in serviced wholesale loan receivables
was due to higher dealer inventory levels as well as an increase in penetration.
Principal balances of active trusts of sold wholesale receivables (including
retained subordinated interests) during 2000 increased $1.6 billion, due to the
completion of two sales in 2000. Additionally, outstanding principal balances of
sold retail automotive receivables (including retained subordinated interests)
increased by $1.4 billion due to the completion of four sales during 2000
compared with three sales in 1999.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

ASSETS (concluded)

Other assets totaled $12,021.0 million and $9,638.6 million at December 31, 2000
and December 31, 1999, respectively. The increase over year-end 1999 was
partially the result of other mortgage related assets which totaled $3.5 billion
at December 31, 2000, compared to $2.2 billion at December 31, 1999. The
increase in other mortgage related assets was primarily a result of GMACMG's
acquisition of Nippon Asset Management, a Japanese real estate holding company,
during the second quarter of 2000. The purchased assets of Nippon Asset
Management consisted primarily of non-performing loans. In addition, GMACMG
expanded its Model Homes Finance program, which involves the financing of
builders' model homes, in 2000. This program began in November 1999.
Additionally, the increase over year-end 1999 was partially the result of GMAC
and GM entering into a lease arrangement during the first quarter of 2000. Under
this transaction, GM transferred to GMAC three properties located in Michigan
totaling $479.1 million, representing an equity contribution.

Factored receivables totaled $2,291.1 million and $764.9 million at December 31,
2000 and 1999, respectively. This growth relates to Commercial Credit LLC's
acquisitions of the factoring businesses of Finova Capital Corporation and Banc
of America.

Notes receivables due from GM amounted to $5,434.0 million and $4,025.0 million
at December 31, 2000 and 1999, respectively. The source of the growth over
year-end is primarily attributable to an increase of $1.1 billion related to a
$2.0 billion revolving line of credit GM has available with GMAC. In addition,
there were additional loans from GMAC of Canada, Limited, a wholly-owned
subsidiary, to GM of Canada ("GMCL"), a wholly-owned subsidiary of GM. The loans
are used to fund GMCL's vehicle leasing program.

Mortgage lending receivables amounted to $2,960.0 million at December 31, 2000,
compared to $1,800.6 million at December 31, 1999, respectively. The increase
relates to the continued increase in construction and warehouse lending activity
in 2000, compared to 1999. Construction and warehouse lending activity increased
due to increased marketing initiatives and overall growth during 2000.

Mortgage servicing rights amounted to $3,984.5 million and $3,421.8 million at
December 31, 2000 and 1999, respectively. The increase is primarily a result of
several portfolio acquisitions made by GMACMG throughout 2000, in addition to
overall growth of the business.

Mortgage loans held for investment totaled $1,895.1 million and $1,497.4 million
at December 31, 2000 and 1999, respectively. The increase is primarily due to a
Mexican portfolio acquisition made by GMACMG ($89 million), and a
reclassification of non-performing assets from mortgages held for sale
(approximately $200 million) to mortgages held for investment, to more
accurately reflect the nature of the asset.

The Company's due and deferred from receivable sales (net) totaled $1,097.2
million at December 31, 2000, compared to $742.2 million at December 31, 1999.
The increase over year-end was mainly due to an increase in cash deposits held
for trusts due to increased securitization of wholesale and retail receivables.

Operating lease assets, net of depreciation, acquired principally under the GMAC
SmartLease program, totaled $29.3 billion at year-end 2000, a decrease of $0.9
billion from year-end 1999. The decrease from year-end 1999 was primarily
attributable to a decrease in GM sponsored lease incentive programs in the U.S.

LIQUIDITY

The Company's liquidity as well as its ability to profit from ongoing
acquisition activity is in large part dependent upon its timely access to
capital and the costs associated with raising funds in different segments of the
capital markets. In this regard, GMAC regularly accesses the short-term,
medium-term, and long-term debt markets, principally through commercial paper,
notes and underwritten transactions.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY (continued)

As of December 31, 2000, GMAC's total borrowings were $133.4 billion compared
with $121.2 billion at December 31, 1999. Approximately 81% of this debt
represented funding for operations in the United States, and the remaining 19%
represented borrowings for operations in Canada (9%), United Kingdom (3%),
Germany (3%) and other countries (4%). The 2000 year-end ratio of consolidated
debt to total stockholder's equity was 9.5:1 compared to 10.9:1 for year-end
1999. The higher year-to-year debt balances were principally used to fund
increased asset levels. Total short-term debt outstanding at December 31, 2000
amounted to $56.9 billion compared with $50.8 billion at year-end 1999.

Intermediate and long-term funding is provided through the issuance of
underwritten debt and medium-term notes, which are offered by prospectus,
offering circular or private placement worldwide on a continuous basis. GMAC
sells medium-term notes worldwide through dealer agents in book-entry form for
any maturity ranging from nine months to thirty years. Sales of medium-term
notes for U.S. operations totaled $10.2 billion in 2000, compared to $12.1
billion in 1999. Outstanding medium-term notes for U.S. operations totaled $31.6
billion at December 31, 2000, a decrease of $0.5 billion from the prior-year
period. During 2000, underwritten debt issues totaling $7.3 billion were
completed for use in the U.S., compared with $8.7 billion in 1999. Underwritten
debt issues outstanding in the U.S. at December 31, 2000 totaled $30.6 billion,
an increase of $5.3 billion from year-end 1999. As of December 31, 2000, the
Company had unissued debt securities available under effective shelf
registrations with the U.S. Securities and Exchange Commission totaling $31.9
billion.

The Company and its subsidiaries maintain substantial bank lines of credit which
totaled $48.1 billion at December 31, 2000, compared to $46.2 billion at
year-end 1999. The unused portion of these credit lines increased by $2.8
billion from December 31, 1999 to $38.4 billion at December 31, 2000. Included
in the unused credit lines at December 31, 2000, is a $14.7 billion syndicated
multi-currency global credit facility available for use in the U.S. by GMAC and
in Europe by GMAC International Finance B.V. and GMAC (UK) plc. The entire $14.7
billion is available to GMAC in the U.S., $0.9 billion is available to GMAC (UK)
plc and $0.8 billion is available to GMAC International Finance B.V. The
syndicated credit facility serves primarily as back-up for the Company's
unsecured commercial paper programs. Also included in the unused credit lines is
a $12.3 billion U.S. asset-backed commercial paper liquidity and receivables
facility for New Center Asset Trust ("NCAT"), a non-consolidated limited purpose
business trust established to issue asset-backed commercial paper.

In June 1999, GMAC modified its existing syndicated revolving credit facilities
to combine the U.S. and certain European facilities into one syndicated
multi-currency global facility. Modified terms consisted of five years on
one-half of the facility, with a 364-day term (including a provision that allows
GMAC to draw down a one year term loan on the termination date) on the remaining
facility. The 364-day portion of the facility was renewed for another 364-day
period in June 2000, including the provision that allows GMAC to draw down a one
year term loan on the termination date. The remainder of the facility which had
an original term of five years expires in June 2004. Additionally, there is a
leverage covenant restricting the ratio of consolidated debt to total
stockholder's equity to no greater than 11.0:1. This covenant is only applicable
under certain conditions. Those conditions are not in effect now and were not in
effect during the year ended December 31, 2000.

Outside of the United States, funding needs are met primarily by a combination
of short-term and medium-term loans from banks and other financial institutions.
Where it is cost-effective, the Company also issues commercial paper as well as
medium-term and long-term debt in both the Euro and local markets to fund
certain non-U.S. operations.

Credit facilities supporting operations of the Company's international
subsidiaries totaled $18.1 billion at December 31, 2000, of which $11.7 billion
were unused. As of December 31, 2000, the committed and uncommitted portion of
such credit facilities totaled $5.6 billion and $12.5 billion, respectively.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY (continued)

As discussed in Note 3 of the Notes to Consolidated Financial Statements, the
Company's asset securitization program is utilized as an alternative funding
source through which retail and wholesale finance receivables are sold to
special purpose bankruptcy-remote subsidiaries. The Company continues to service
the sold receivables for a fee and earns other related ongoing income. GMAC also
may retain subordinated interests in the total receivables pool.

GMAC's ability to access the capital markets for unsecured debt is linked to
both its term debt and commercial paper ratings. This is particularly true with
respect to the Company's commercial paper ratings. These ratings are intended to
provide guidance to investors in determining the credit risk associated with
particular securities based on current information obtained by the rating
organizations from the Company or other sources that such organizations consider
to be reliable. Lower ratings generally result in higher borrowing costs as well
as reduced access to capital markets. A security rating is not a recommendation
to buy, sell, or hold securities and is subject to revision or withdrawal at any
time by the assigning rating organization. Each rating should be evaluated
independently of any other rating.

Substantially all of the Company's short-term, medium-term and long-term debt
has been rated by three nationally recognized statistical rating organizations.
As of March 5, 2001, all of the ratings assigned were within the investment
grade category.

Senior Commercial
Rating Agency Debt Paper
- ------------- ----------- -------------

Fitch, Inc. A F-1
Moody's Investor's Service, Inc. A2 Prime-1
Standard & Poor's Ratings Services A A-1

Fitch, Inc. ("Fitch") has assigned ratings of A and F-1 to the Company's senior
debt and commercial paper, the sixth and second highest among ten and four
investment grade ratings available, respectively. The A rating is assigned by
Fitch to bonds considered to be of high credit quality with the obligor's
ability to pay interest and repay principal considered to be strong. The F-1
rating is assigned to short-term issues which possess a very strong credit
quality based primarily on the existence of liquidity necessary to meet the
obligations in a timely manner. Fitch upgraded the senior debt rating from A- to
A and reaffirmed the F-1 commercial paper rating in June 1997.

Moody's Investors Service, Inc. ("Moody's") has assigned a rating of A2 to the
Company's senior debt, the sixth highest among ten investment grade ratings
available, indicating favorable investment attributes and strong ability to
repay principal plus interest. The Company's commercial paper has received a
rating of Prime-1 from Moody's, the highest of three such ratings, reflecting
superior ability for repayment of senior short-term debt obligations and assured
ability to access alternative sources of liquidity. Additional repayment
characteristics of commercial paper issues receiving this premium rating include
leading market position in a well-established industry, high rates of return on
funds employed, and broad margins in earnings coverage of fixed financial
charges. The senior debt rating was upgraded from A3 to A2 in April 1998,
whereas the commercial paper rating was assigned by Moody's in May 1995.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

LIQUIDITY (concluded)

Standard & Poor's Ratings Services, a division of McGraw-Hill Companies, Inc.
("S&P") has assigned a rating of A to the Company's senior debt, sixth highest
among ten investment grade ratings available. The A rating is assigned to bonds
considered to have a strong capacity to pay interest and repay principal. The
Company's commercial paper has received a rating of A-1, second highest of the
four investment grade ratings available, indicating a strong capacity for timely
payment determined by significant safety characteristics. S&P upgraded these
ratings from A- and A-2 in January 1998. However, on February 6, 2001, Standard
& Poor's, while affirming its ratings on GMAC, revised its outlook from stable
to negative.

As of March 5, 2001, GMAC is not under review by any of the above rating
agencies.

In managing the interest rate and foreign exchange exposures of a multinational
finance entity, the Company and its subsidiaries utilize a variety of interest
rate and currency derivative financial instruments. As an end-user of such
instruments, GMAC is in a better position to expand its investor base and to
minimize its funding costs, enhancing its ability to offer attractive,
competitive financing rates to its customers. The portfolio consists primarily
of interest rate swaps, futures and options; currency swaps and forwards which
are matched to offset a companion asset or funding obligation; and hedges
related to mortgage operations.

These instruments involve, to varying degrees, elements of credit risk in the
event a counterparty should default, and market risk, as the instruments are
subject to rate and price fluctuations. Credit risk is managed through the
periodic monitoring and approval of financially sound counterparties and
limiting the potential exposure to individual counterparties to predetermined
notional and exposure limits. Market risk is inherently limited by the fact that
the Company holds offsetting asset or liability positions. Market risk is also
managed on an ongoing basis by determining and monitoring the fair value of each
transaction in the portfolio. GMAC employs a variety of internal swap and option
models, using mid-market rates, to calculate mark-to-market values of its
derivative positions and also obtains valuations from its counterparties for
reporting purposes.

The aggregate fair value of the Company's derivatives portfolio represents a
nominal percentage of its $14.0 billion equity base at December 31, 2000. The
total notional amount of the derivatives portfolio was $102.8 billion and $77.6
billion at December 31, 2000 and 1999, respectively. The increase in 2000
year-end notional outstandings was partially attributable to an increase in
financial instruments associated with GMAC's increased debt levels along with an
increase in mortgage related derivatives, consistent with GMACMG's increased
asset levels and off balance sheet commitments to originate and purchase
mortgage loans.

CASH FLOWS

Cash provided by operating activities during 2000 totaled $10.1 billion, a
slight decrease from the $10.2 billion during the comparable 1999 period and an
increase from the $3.9 billion provided during the comparable 1998 period. The
slight decrease in operating cash flow from 1999 was primarily the result of a
decrease in net proceeds on sale of mortgage loans, mainly offset by an increase
in other liabilities and depreciation and amortization. The increase in 1999
over 1998 was primarily the result of an increase in proceeds from sales of
mortgage loans and mortgage related securities held for trading and a reduction
in originations/purchases of mortgage loans and acquisitions of mortgage-related
securities held for trading. These increases were partially offset by a decline
in the payables due to GM and affiliated companies and other liabilities.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

CASH FLOWS (concluded)

Cash used for investing activities during 2000 totaled $24.5 billion, compared
with $21.4 billion and $23.0 billion during the same periods in 1999 and 1998,
respectively. The increase in 2000 from 1999 is primarily the result of net
increases in acquisitions of finance receivables, along with an increase in
other investing activities which was primarily driven by an increase in mortgage
lending receivables. These increases were mainly offset by increased proceeds
from sales of wholesale receivables. Cash usage decreased in 1999 from 1998
primarily as a result of increased proceeds from sales of receivables, largely
offset by net increases in acquisitions of finance receivables and net
acquisitions of subsidiaries.

Cash provided by financing activities during 2000 totaled $14.9 billion,
compared with $11.3 billion and $18.9 billion during 1999 and 1998,
respectively. The increase in 2000 from 1999 is primarily the result of an
increase in short-term debt and capital contributions from GM, mainly offset by
a net decrease in long-term debt and dividends paid to GM. The decrease in 1999
from 1998 is primarily the result of a reduction in short-term debt, partially
offset by a net increase in long-term debt.

COLLECTION RESULTS AND ASSET QUALITY

The following statistics, which include owned and sold automotive assets,
summarize the Company's delinquency, repossession and loss experience:

For the Years Ended December 31,
---------------------------------
2000 1999 1998
--------- -------- -------
Retail - Worldwide

Accounts past due over 30 days (average) 2.4% 2.6% 3.0%
Repossessions of new vehicles 1.3% 1.4% 1.5%
Repossessions of used vehicles 3.1% 2.9% 3.4%

Net retail losses as a percent of
total average serviced receivables 0.62% 0.63% 0.78%

Net retail losses as a percent of liquidations
Retail serviced - Worldwide 1.19% 1.17% 1.53%
New retail serviced - United States 0.97% 0.93% 1.27%
Retail sold - United States 0.80% 0.78% 0.98%

Charge-offs - Worldwide (in millions of dollars)
Total serviced receivables, net of recoveries $320.7 $295.6 $351.0
Total owned receivables, net of recoveries 286.5 262.7 307.1

Allowance for credit losses as a percent of
total net serviced receivables - Worldwide 1.24% 1.20% 1.32%

Operating lease portfolio - United States (average)
Accounts past due over 30 days 1.49% 1.30% 1.44%
Early terminations by default as a percent of units outstanding 1.23% 1.09% 1.29%

As a result of tightened credit standards and continued collection efforts,
repossessions and losses in the retail portfolio and early terminations as a
percent of operating lease units outstanding decreased between 1998 and 1999.
Overall, 2000 loss experience remained relatively consistent with 1999 and
reflected improvement from 1998.

Revenue recognition was suspended on approximately 0.25% and 0.31% of gross
retail finance receivables as of December 31, 2000 and 1999, respectively

Collateral with a net book value of $139.2 million and $109.5 million has been
acquired in satisfaction of retail loans and leases outstanding as of December
31, 2000 and 1999, respectively. For non-retail finance receivables, collateral
with a net book value $1.6 million has been acquired in satisfaction of loans
outstanding for both December 31, 2000 and 1999.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

BORROWING COSTS

The Company's worldwide cost of borrowing, including the effects of derivatives,
averaged 6.52% for 2000, compared to 5.67% and 5.99% for 1999 and 1998,
respectively. Total borrowing costs for U.S. operations averaged 6.64% for 2000,
compared to 5.66% and 5.89% for 1999 and 1998, respectively. The increase in
average borrowing costs was mainly a result of the year over year increase in
market interest rates.

AUTOMOTIVE FINANCING REVENUES AND OTHER INCOME

Financing revenue totaled $15.5 billion in 2000, compared to $13.8 billion and
$12.7 billion for 1999 and 1998, respectively. These increases were mainly due
to higher average retail, wholesale and commercial and other loan receivable
balances.

Retail and lease financing revenue totaled $4,773.8 million for 2000, which was
$470.8 million and $905.0 million above 1999 and 1998, respectively. The
increase in 2000 over 1999 and 1999 over 1998 was mainly due to higher average
outstanding retail balances, which resulted from continued retail financing
incentives sponsored by GM.

Operating lease revenue, net of depreciation, totaled $2,740.5 million in 2000,
compared to $2,537.5 million and $2,540.6 million in 1999 and 1998,
respectively. The increase in 2000 was primarily attributable to increases in
asset earning rates during 2000. This rate increase more than offset the
decrease in operating lease assets from the prior year.

Wholesale, commercial and other loan financing revenue amounted to $2,812.9
million, compared with $2,045.7 million and $1,628.9 million in 1999 and 1998,
respectively. The increase in 2000 from 1999 was mainly due to increased
commercial loan receivables due to Commercial Credit LLC's acquisitions of the
factoring businesses of Finova Capital Corporation. In addition, serviced
wholesale loan receivable balances increased due to higher dealer inventory
levels as well as an increase in penetration. The increase in 1999 from 1998 was
mainly attributable to increased commercial loan receivables due to the
acquisition of Bank of New York Financial Corporation in July 1999 and increases
in other secured notes.

Other income, including gains and fees related to sold finance receivables,
totaled $2,376.7 million for 2000, compared to $1,663.9 million and $1,294.9
million during the comparable 1999 and 1998 periods, respectively. The increase
in 2000 over 1999 was mainly attributable to increases in interest and servicing
fees earned on receivables due from GM, along with increases in Commercial
Credit LLC's factoring commissions and other servicing fees. Commercial Credit
LLC was acquired in July 1999, resulting in only six months of income in 1999.
Additionally, other income related to sales of receivables increased mainly due
to the increase in service fees received, due to higher outstandings of secured
notes, and an increase in other income due to increased securitization activity.
The increase in 1999 over 1998 was primarily the result of increased sales of
wholesale and retail finance receivables and increased interest earned on
receivables due from GM.

Pre-tax gains on sold retail receivables, excluding the related limited recourse
loss provision established at loan origination, totaled $13.7 million during
2000 compared with $64.2 million in 1999 and $31.0 million in 1998. Retail
receivables sales generally accelerate the recognition of income on retail
contracts, net of servicing fees and other related deferrals, into the period
the receivables are sold. The amount of such gains is affected by a number of
factors and may create variability in quarterly earnings depending on the type
and amount of receivables sold and the structure used to effect the sale, as
well as the prevailing financial market conditions.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

AUTOMOTIVE FINANCING REVENUES AND OTHER INCOME (concluded)

This acceleration results in the pre-tax gains reflected above and can create
variability in annual earnings depending on the amount, timing and the net
margin between the average yield and all-in-cost of the sold receivables. The
acceleration also reduces profit potential in future periods. Although this
acceleration can significantly impact quarterly or year-to-year comparisons, it
should be noted that the Company generally recognizes approximately 70% of
interest and discount revenue in the first two years of a retail contract
(reflecting the term of the underlying contracts, revenue recognition methods
and historical prepayment experience). As such, depending on the timing of
receivables sales in a given year, the net impact on annual earnings may be
substantially less than the gains indicated.

EXPENSES

Consolidated interest and discount expense totaled $8,294.7 million, $6,526.2
million and $5,786.9 million in 2000, 1999 and 1998, respectively. The increase
in 2000 over 1999 was due to increased borrowing costs in addition to higher
debt levels which were principally used to fund increased asset levels. The
increase in 1999 over 1998 was primarily due to increased debt levels which were
used to fund increased asset levels. This increase in 1999 was partially offset
by lower market interest rates during 1999 compared to 1998.

Consolidated salaries and benefits increased in 2000 to $1,865.9 million from
$1,591.9 million and $1,231.0 million in 1999 and 1998, respectively. The
increase in salaries since 1998 primarily reflected continued growth and
acquisitions at GMAC and GMACMG.

Consolidated amortization of intangibles totaled $660.7 million, $516.9 million
and $381.9 million in 2000, 1999 and 1998, respectively. The increases since
1998 were primarily attributable to an increase in the amortization of mortgage
servicing rights along with an increase in the amortization of goodwill.
Amortization of mortgage servicing rights increased due to the growth in the
servicing portfolio from $245.0 billion in 1998 to $336.2 billion at year-end
2000. Mortgage servicing rights increased from $2.4 billion in 1998 to $4.0
billion at year-end 2000. The increase in the amortization of goodwill was due
to continued acquisitions at GMAC and GMACMG during 1999 and 2000.

Consolidated other operating expenses totaled $3,072.5 million, $2,410.1 million
and $1,952.2 million in 2000, 1999 and 1998, respectively. The increases since
1998 primarily reflected continued growth and acquisitions at GMAC and GMACMG.

As noted earlier, net retail losses as a percentage of total average serviced
automotive receivables was 0.62%, 0.63% and 0.78% in 2000, 1999 and 1998,
respectively. The provision for credit losses, most of which relates to retail
receivables, totaled $551.6 million, $403.8 million and $463.1 million in 2000,
1999 and 1998, respectively. Higher outstanding finance receivables along with
the Company's continuous review of its reserve requirements contributed to the
increase in the provision for credit losses.

INCOME TAXES

Consolidated United States, foreign and other income taxes totaled $954.3
million, $960.2 million and $611.7 million for 2000, 1999 and 1998,
respectively. The effective income tax rate for 2000 was 37.3%, compared to
38.6% in 1999 and 31.6% in 1998. The decline in the 2000 effective tax rate can
be attributed to decreases in accruals from prior years based upon periodic
assessment of the adequacy of such accruals primarily for tax liabilities of
non-U.S. operations. The increase in 1999 over 1998 can be attributed to a
decrease in U.S. and foreign taxes assessed on foreign source income during
1998.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

INSURANCE OPERATIONS

Gross premiums written by GMACI and its subsidiaries totaled $2,395.5 million,
$2,231.8 million and $2,250.4 million in 2000, 1999 and 1998, respectively. Net
insurance premiums earned totaled $1,883.8 million in 2000, an increase of $89.9
million from 1999 and an increase of $25.4 million over 1998. The increases from
1999 were mainly due to premium growth across all business lines. The decrease
in 1999 from 1998 was primarily the result of declines in new and renewal
personal auto policies outstanding, partially offset by increases in the
mechanical protection and property and casualty reinsurance lines of business.

Pre-tax capital gains at GMACI, which are included in other income, totaled
$165.5 million for 2000, an increase of $6.7 million from 1999 and a slight
decrease of $0.3 million over 1998. Fluctuations in realized capital gains are
primarily due to the timing of sales of individual securities and overall market
conditions.

Insurance losses and loss adjustment expenses totaled $1,493.1 million, $1,389.9
million and $1,469.4 million in 2000, 1999 and 1998, respectively. The increase
in 2000 from 1999 is primarily due to deteriorating losses in the personal
lines' agency business, resulting from increased liability claims severities and
physical damage frequencies. The decline in 1999 when compared to 1998 is
largely due to lower non-standard personal auto policies in force and the
non-renewal of certain passenger auto policies that had yielded adverse results
in 1998, partially offset by a higher frequency of claims in mechanical
coverages and increased property and casualty reinsurance volume.

MORTGAGE OPERATIONS

During 2000, GMACMG continued to maintain its position as a leading real estate
financial services company in the United States. Loan origination, mortgage
servicing acquisitions and correspondent loan volume totaled $86.0 billion,
$91.6 billion and $152.0 billion for the years ended December 31, 2000, 1999 and
1998, respectively. The decrease from 2000 over 1999 and 1998 is attributable to
volume reduction caused by increasing interest rates. Reflecting stronger
business activities and acquisitions, the GMACMG servicing portfolio at December
31, 2000, excluding $3.7 billion and $3.2 billion of GMAC term loans at December
31 2000 and 1999 respectively, was $336.2 billion, 15.1% above the $292.2
billion at December 31, 1999. GMACMG maintained its ranking among the top ten
residential mortgage servicers at December 31, 2000.

Mortgage revenue totaled $3,907.2 million, $2,982.3 million and $2,029.9 million
for the years ended December 31, 2000, 1999 and 1998, respectively. The increase
in 2000 over 1999 is primarily attributable to a large volume of securitizations
and significant growth in the servicing portfolio, which have increased
servicing fees. In addition, the GMACMG Nippon Asset Management acquisition as
well as other related investments and new product lines have increased
investment income. The increase in 1999 over 1998 was primarily attributed to
the significant increase in the servicing portfolio; the GMACMG DiTech
acquisition, which increased lending capacity by $4.4 billion; and also the
result of continued growth in investment revenues as well as revenues generated
from new product lines.

Net income from mortgage operations totaled $327.4 million, $260.5 million and
$115.0 million for 2000, 1999 and 1998, respectively. The increase in 2000
earnings was a result of strong international growth, lower cost of servicing
and increased mortgage originations during the second half of the year. Earnings
in 1999 were favorably impacted by continued growth in origination volumes and
the mortgage servicing portfolio and business diversification. In addition, 1999
earnings reflect an unusually strong first quarter, where one time gains were
realized from the sales of certain assets that were acquired in the fourth
quarter of 1998 when the capital markets were less liquid.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

MORTGAGE OPERATIONS (concluded)

Subsequent to year-end, interest rates, including those on originated loans for
fifteen and thirty-year residential mortgages continued to decline
substantially. GMACMG's servicing portfolio experienced a substantial increase
in the number of applications to refinance residential mortgages. This activity
may increase the prepayment of the mortgages resulting in a reduction in cash
flows to support funding of the mortgage servicing rights that are recorded in
the financial statements of the Company. Should that occur, the mortgage
servicing rights could become impaired. The Company has taken measures to hedge
the exposure to this risk by entering into derivative contracts. However, in the
event of substantial prepayments of the mortgages should the hedge positions
prove to be not fully effective, the Company may experience impairment losses on
its mortgage servicing rights in the future.

ACQUISITIONS AND MERGERS

In April 2000, GMACMG established GMAC Commercial Holding Japan K.K. ("NKK") to
acquire certain assets from Nippon Asset Management, Inc. The asset acquisitions
occurred in several phases between April 2000 through November 2000. NKK engages
in real estate investment and loan servicing, as well as the acquisition and
disposition of performing and non-performing loans.

On August 28, 2000, Commercial Credit LLC acquired the factoring business of
Finova Capital Corporation. The acquired company provides a wide array of
accounts receivable management services and financial products to traditional
industries (i.e. apparel, textiles and home furnishings) and non-traditional
industries (i.e. services, food, electronics and computers). Factored sales at
Finvova Capital Corporation for calendar year 2000 were approximately $1.5
billion.

On December 31, 2000, Commercial Credit LLC acquired the factoring business of
Banc of America Commercial Corporation, Inc. The acquired company provides
services similar to Finova Capital Corporation. Factored sales at Banc of
America for calendar year 2000 were approximately $9.0 billion.

Additionally, GMAC continued its growth through the acquisition of a variety of
other operations during the year, none of which were individually significant.

ACCOUNTING STANDARDS

In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. In June 2000, the FASB issued SFAS No. 138,
Accounting for Certain Derivative Instruments and Certain Hedging Activities,
which amends SFAS No. 133. The new standard requires that all companies record
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. The Company adopted this accounting standard on
January 1, 2001, as required. The after-tax cumulative effect of this accounting
change as of January 1, 2001 was $52.6 million favorable to income and $134.0
million unfavorable to equity. The outcome of pending issues at the FASB and the
Derivatives Implementation Group could impact the amount of the cumulative
transition adjustment presented herein. The cumulative effect is based on
management's best interpretation of the accounting literature as of March 5,
2001. Consistent with the provisions of the standard prior year financial
statements have not been restated.

In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, which
supersedes similarly titled SFAS No. 125. GMAC adopted the disclosure provisions
related to the securitization of financial assets on December 31, 2000. All
transactions entered into after March 31, 2001 will be accounted for in
accordance with this standard. This adoption is not expected to have a material
impact on GMAC.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (concluded)

EURO CONVERSION

On January 1, 1999, eleven of fifteen member countries of the European Monetary
Union established fixed conversion rates between their existing currencies and
adopted the euro as their new common currency. Additionally, on December 31,
2000, Greece also established a fixed conversion rate between the drachma and
the euro. The euro trades on currency exchanges and the legacy currencies remain
legal tender in the participating countries for a transition period until
January 1, 2002. Beginning on January 1, 2002, euro denominated bills and coins
will be issued and legacy currencies will be withdrawn from circulation.

The Company has established plans to assess and address the potential impact to
GMAC that may result from the euro conversion. These issues include, but are not
limited to: 1) the technical challenges to adapt information systems to
accommodate euro transactions; 2) the competitive impact of cross-border price
transparency; 3) the impact on currency exchange rate risks; 4) the impact on
existing contracts; and 5) tax and accounting implications. The Company expects
that the euro conversion will not have a material adverse impact on its
financial condition or results of operations.

Certain aspects of the operations impacted by the conversion have already been
converted to euro. The remaining aspects will be converted throughout the year
2001.

FORWARD-LOOKING STATEMENTS

The foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations contains various forward-looking statements within the
meaning of applicable federal securities laws and are based upon GMAC's current
expectations and assumptions concerning future events, which are subject to a
number of risks and uncertainties that could cause actual results to differ
materially from those anticipated.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

GMAC is exposed to market risk from changes in interest rates, foreign currency
exchange rates and certain equity security prices. In order to manage the risk
arising from these exposures, GMAC enters into a variety of foreign currency and
interest rate contracts and options.

A discussion of GMAC's accounting policies for derivative instruments is
included in Note 1 to the consolidated financial statements and further
disclosure is provided in Notes 8, 13 and 14 to the consolidated financial
statements.

GMAC maintains risk management control systems to monitor interest rate, foreign
currency exchange rate and equity price risks and related hedge positions.
Positions are monitored using a variety of analytical techniques including
market value, sensitivity analysis and value-at-risk models. The following
analyses are based on sensitivity analysis tests that assume instantaneous,
parallel shifts in exchange rates, interest rate yield curves and equity prices.
For options and instruments with non-linear returns, models appropriate to the
instrument are utilized to determine the impact of sensitivity shifts.

Interest Rate Risk
GMAC is subject to market risk from exposure to changes in interest rates based
on its financing, investing and cash management activities. GMAC enters into
various financial instrument transactions to maintain the desired level of
exposure to the risk of interest rate fluctuations and to minimize interest
expense. More specifically, GMAC and its affiliates have entered into contracts
to provide automotive financing, to retain mortgage servicing rights and to
retain various assets related to mortgage securitization. Automotive financing
activities are primarily funded by debt obligations. These debt obligations are
frequently hedged to manage exposure to fluctuations in interest rate risk.
Certain exchange traded future and option contracts and interest rate caps and
floors, along with various other investments, have been entered into to manage
the interest rate risk related to mortgage activities and manage potential
prepayment activity associated with mortgage servicing rights.

GMACMG manages prepayment risk associated with its capitalized mortgage
servicing rights with interest rate caps and floors, futures, options on futures
contracts, interest rate swaps, swaptions and forwards. Since the derivative
instruments do not have identical characteristics to the underlying mortgage
servicing rights, GMAC is exposed to basis risk. GMACMG mitigates this risk
through a historical review of value changes in various interest rate scenarios
when establishing and maintaining its hedge program. GMACMG manages the interest
rate risk associated with its mortgage loans held for sale with option contracts
on U.S. Treasury instruments and mortgage-backed securities. Additionally,
GMACMG uses options and futures contracts on U.S. Treasury instruments and euros
as well as interest rate swap agreements to manage the interest rate risk
associated with its mortgage-related securities.

The net fair value liability of all financial instruments held for purposes
other than trading with exposure to interest rate risk was approximately $14.7
billion and $19.5 billion at December 31, 2000 and 1999, respectively. The
potential loss in fair value resulting from a hypothetical 10% increase in
interest rates would have been approximately $655.1 million for 2000 and $408.9
million for 1999. The net fair value asset of all financial instruments held for
trading purposes with exposure to interest rate risk was approximately $3.2
billion and $2.7 billion at December 31, 2000 and 1999, respectively. The
potential loss in fair value resulting from a hypothetical 10% decrease in
interest rates would have been approximately $216.5 million and $68.5 million
for 2000 and 1999, respectively.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (continued)

Interest Rate Risk (concluded)
There are certain shortcomings inherent to the sensitivity analyses presented.
The model assumes interest rate changes are instantaneous, parallel shifts in
the yield curve. In reality, changes are rarely instantaneous or parallel.
Although certain assets and liabilities may have similar maturities or periods
to repricing, they may not react correspondingly to changes in market interest
rates. Also, the interest rates on certain types of assets and liabilities may
fluctuate with changes in market interest rates, while interest rates on other
types of assets may lag behind changes in market rates. Finance receivables are
less susceptible to prepayments when interest rates change, while prepayments on
many mortgage-related instruments are directly affected by a change in interest
rates. As such, GMAC's model does not address prepayment risk for automotive
related finance receivables, but does consider prepayment risk for
mortgage-related instruments that are highly sensitive to prepayment risk.

However, in the event of a change in interest rates, actual loan prepayments may
deviate significantly from assumptions used in the model. Further, certain
assets, such as adjustable rate loans, have features, such as annual and
lifetime caps, that restrict changing the interest rates both on a short-term
basis and over the life of the asset. Finally, the ability of certain borrowers
to make scheduled payments on their adjustable rate loans may decrease in the
event of an interest rate increase.

Foreign Currency Exchange Rate Risk
GMAC is exposed to foreign currency risk arising from the possibility that
fluctuations in foreign exchange rates will impact future earnings or assets and
liability values from normal operations in foreign countries and various
financial instruments that are denominated in foreign currencies. GMAC's most
significant foreign currency exposures relate to the Canadian dollar, euro,
United Kingdom pound sterling and Australian dollar. As of December 31, 2000 and
1999, the net fair value liability of financial instruments held for purposes
other than trading with exposure to foreign currency risk was approximately $7.6
billion and $7.6 billion, respectively. The potential loss in fair value for
such financial instruments from a hypothetical 10% increase in quoted foreign
currency exchange rates would have been approximately $763.4 million and $755.6
million at December 31, 2000 and 1999, respectively. As of December 31, 2000 and
1999 the net fair value asset of all financial instruments held for trading
purposes with exposure to currency risk was approximately $79.9 million and
$37.1 million, respectively. The potential loss in fair value resulting from a
hypothetical 10% increase in quoted foreign currency exchange rates would have
been approximately $8.0 million and $3.7 million for 2000 and 1999,
respectively.

The model assumes an instantaneous, parallel shift in the foreign currency
exchange rates. Exchange rates rarely move in the same direction. The assumption
that exchange rates change in an instantaneous or parallel fashion may overstate
the impact of changing exchange rates on assets and liabilities denominated in a
foreign currency.

Equity Price Risk
GMAC holds investments in various available for sale equity securities that are
subject to price risk. The fair value of such investments was approximately $1.0
billion and $1.3 billion at December 31, 2000 and 1999, respectively. The
potential loss in the fair value of these investments, assuming a 10% decrease
in underlying equity prices, would have been approximately $103.5 million and
$126.1 million at December 31, 2000 and 1999, respectively

Overall Limitations and Forward-Looking Statements
Operating leases are not required to be included in the sensitivity analysis and
as a result, have not been presented as part of this analysis. This limitation
is significant to the analysis presented. While the sensitivity analysis will
show a fair market value change for the debt which funds GMAC's operating lease
portfolio, a corresponding change for GMAC's operating lease portfolio, which
has a book value of $29.3 billion and $30.2 billion at December 31, 2000 and
1999, respectively, was not considered by the model. As a result, the overall
impact to the fair market value of financial instruments from hypothetical
changes in interest and foreign currency exchange rates may be overstated.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (concluded)

Overall Limitations and Forward-Looking Statements (concluded)
The Company has developed the fair value estimates by utilization of available
market information or other appropriate valuation methodologies. However,
considerable judgment is required in interpreting market data to develop
estimates of fair value, so the estimates are not necessarily indicative of the
amounts that could be realized or would be paid in a current market exchange.
The effect of using different market assumptions and/or estimation methodologies
may be material to the estimated fair market value amounts. In addition, the
above discussion and the estimated amounts generated from the sensitivity
analyses referred to above include forward-looking statements of market risk
which assume for analytical purposes that certain adverse market considerations
may occur. Actual future market conditions may differ materially from such
assumptions because the amounts noted previously are the result of analyses used
for the purpose of assessing possible risks and the mitigation thereof.
Accordingly, the forward-looking statements should not be considered projections
by GMAC of future events or losses.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT'S RESPONSIBILITIES FOR CONSOLIDATED FINANCIAL STATEMENTS

The following consolidated financial statements of General Motors Acceptance
Corporation and subsidiaries were prepared by management, which is responsible
for their integrity and objectivity. The statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America and, as such, include amounts based on judgments of management.

Management is further responsible for maintaining internal control designed to
provide reasonable assurance that the books and records reflect the transactions
of the companies and that established policies and procedures are carefully
followed. Perhaps the most important feature of internal control is that it is
continually reviewed for effectiveness and is augmented by written policies and
guidelines, the careful selection and training of qualified personnel and a
strong program of internal audit.

Deloitte & Touche LLP, an independent auditing firm, is engaged to audit the
consolidated financial statements of General Motors Acceptance Corporation and
subsidiaries and issue reports thereon. The audits are conducted in accordance
with auditing standards generally accepted in the United States of America that
comprehend the consideration of internal control and tests of transactions to
the extent necessary to form an independent opinion on the financial statements
prepared by management. The Independent Auditors' Report appears on the next
page.

The Board of Directors, through the Audit Committee (the "Committee"), is
responsible for ensuring that management fulfills its responsibilities in the
preparation of the consolidated financial statements. The Committee selects the
independent auditors annually. In addition, the Committee reviews the scope of
the audits and the accounting principles being applied in financial reporting.
The independent auditors, representatives of management and the internal
auditors meet regularly (separately and jointly) with the Committee to review
the activities of each, to ensure that each is properly discharging its
responsibilities, and to assess the effectiveness of internal control. It is
management's conclusion that internal control at December 31, 2000 provides
reasonable assurance that the books and records reflect the transactions of the
companies and that established policies and procedures are complied with. To
ensure complete independence, Deloitte & Touche LLP has full and free access to
meet with the Committee, without management representatives present, to discuss
the results of the audits, the adequacy of internal control and the quality of
the financial reporting.

s\ JOHN D. FINNEGAN s\ WILLIAM F. MUIR
- ------------------------------------- ----------------------------
John D. Finnegan William F. Muir
President and Chief Executive Officer Executive Vice President and
Principal Financial Officer

INDEPENDENT AUDITORS' REPORT

General Motors Acceptance Corporation:

We have audited the accompanying Consolidated Balance Sheet of General Motors
Acceptance Corporation and subsidiaries as of December 31, 2000 and 1999 and the
related Consolidated Statement of Income, Consolidated Statement of Changes in
Stockholder's Equity and Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 2000. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of General Motors Acceptance
Corporation and subsidiaries at December 31, 2000 and 1999, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000 in conformity with accounting principles generally
accepted in the United States of America.

s\ DELOITTE & TOUCHE LLP
- ------------------------
DELOITTE & TOUCHE LLP

Detroit, Michigan

January 17, 2001

GENERAL MOTORS ACCEPTANCE CORPORATION
CONSOLIDATED BALANCE SHEET

December 31,
-------------------------
2000 1999
----------- ----------
(in millions of dollars)
Assets

Cash and cash equivalents $ 1,147.8 $ 704.3
Investments in securities (Note 5) 9,485.0 8,984.7
Finance receivables, net (Notes 2 and 3) 93,024.8 81,288.9
Investment in operating leases, net (Note 4) 29,311.1 30,242.4
Notes receivable from General Motors Corporation (Note 11) 5,434.0 4,025.0
Real estate mortgages - held for sale 5,758.5 5,678.4
- held for investment 1,895.1 1,497.4
- lending receivables 2,960.0 1,800.6
Factored receivables 2,291.1 764.9
Due and deferred from receivable sales, net (Note 3) 1,097.2 742.2
Mortgage servicing rights, net (Note 13) 3,984.5 3,421.8
Other (Notes 6 and 11) 12,021.0 9,638.6
---------- ----------
Total Assets $168,410.1 $148,789.2
========== ==========

Liabilities and Stockholder's Equity

Liabilities
General Motors Corporation and affiliated companies, net (Note 11) $ 199.4 $ 216.0
Interest 1,765.9 1,550.8
Insurance losses and loss reserves (Note 12) 1,718.7 1,861.9
Unearned insurance premiums 2,151.1 1,949.5
Deferred income taxes (Note 9) 3,574.3 3,496.7
United States and foreign income and other taxes payable (Note 9) 805.5 521.9
Other postretirement benefits (Note 10) 744.3 704.3
Other 10,038.6 6,207.5
Debt (Note 8) 133,372.2 121,158.2
---------- ----------
Total liabilities 154,370.0 137,666.8
---------- ----------

Commitments and contingencies (Notes 4, 14 and 16)

Stockholder's Equity
Common stock, $.10 par value (authorized 10,000 shares, outstanding
10 shares) and paid-in capital 5,127.9 2,200.0
Retained earnings 9,028.5 8,803.9

Net unrealized gains on securities (Note 5) 231.7 356.8
Unrealized accumulated foreign currency translation adjustment (348.0 (238.3)
---------- ----------
Accumulated other comprehensive income (116.3 118.5
---------- ----------
Total stockholder's equity 14,040.1 11,122.4
---------- ----------

Total Liabilities and Stockholder's Equity $168,410.1 $148,789.2
========== ==========

Reference should be made to the Notes to Consolidated Financial Statements.

GENERAL MOTORS ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENT OF INCOME

For The Years Ended December 31,
-------------------------------------
2000 1999 1998
----------- --------- ----------
(in millions of dollars)
Financing Revenue

Retail and lease financing (Note 2) $ 4,773.8 $ 4,303.0 $ 3,868.8
Operating leases (Note 4) 7,906.7 7,429.2 7,233.0
Wholesale, commercial, and other loans (Note 2) 2,812.9 2,045.7 1,628.9
----------- ---------- ----------
Total financing revenue 15,493.4 13,777.9 12,730.7
Interest and discount (Note 8) (8,294.7) (6,526.2) (5,786.9)
Depreciation on operating leases (Note 4) (5,166.2) (4,891.7) (4,692.4)
----------- ---------- ----------
Net financing revenue 2,032.5 2,360.0 2,251.4
Insurance premiums earned (Note 12) 1,883.8 1,793.9 1,858.4
Mortgage revenue (Note 13) 3,907.2 2,982.3 2,029.9
Other income (Notes 3 and 11) 2,376.7 1,663.9 1,294.9
----------- ---------- ----------
Net financing revenue and other 10,200.2 8,800.1 7,434.6
----------- ---------- ----------

Expenses
Salaries and benefits 1,865.9 1,591.9 1,231.0
Amortization of intangibles 660.7 516.9 381.9
Other operating expenses 3,072.5 2,410.1 1,952.2
Insurance losses and loss adjustment expenses (Note 12) 1,493.1 1,389.9 1,469.4
Provision for credit losses (Note 2) 551.6 403.8 463.1
----------- ---------- ----------
Total expenses 7,643.8 6,312.6 5,497.6
----------- ---------- ----------

Income before income taxes 2,556.4 2,487.5 1,937.0
United States, foreign and other income taxes (Note 9) 954.3 960.2 611.7
----------- ---------- ----------
Net Income $ 1,602.1 $ 1,527.3 $ 1,325.3
=========== ========== ==========

Reference should be made to the Notes to Consolidated Financial Statements.

GENERAL MOTORS ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

For the Year Ended December 31, 2000
------------------------------------------------------------------------
Accumulated Common
Total Other Stock and
Stockholder's Comprehensive Retained Comprehensive Paid-in
(in millions of dollars) Equity Income Earnings Income Capital
------------------------------------------------------------------------

Beginning balance $ 11,122.4 $ 8,803.9 $ 118.5 $ 2,200.0

Comprehensive income
Net income 1,602.1 $ 1,602.1 1,602.1
Other comprehensive income, net of tax:
Foreign currency translation
Adjustments (net of tax of $57.6) (109.7) (109.7)
Unrealized gains on securities, net of
Reclassification adjustment (see disclosure) (125.1) (125.1)
----------
Other comprehensive income (234.8) (234.8)
----------
Comprehensive income $ 1,367.3
==========
Common stock and paid-in capital 2,927.9 2,927.9
Dividends paid (1,377.5) (1,377.5)
----------- ---------------------------------------
Ending balance $ 14,040.1 $ 9,028.5 $ (116.3) $ 5,127.9
=========== =======================================

Disclosure of reclassification amount
Unrealized holding gains arising during
Period (net of tax of $9.7) $ (18.5)
Less: reclassification adjustment for gains
Included in net income (net of tax of $57.4) (106.6)
-----------
Net change in unrealized gains on securities $ ( 125.1)
===========

For the Year Ended December 31, 1999
----------------------------------------------------------------------
Accumulated Common
Total Other Stock and
Stockholder's Comprehensive Retained Comprehensive Paid-in
(in millions of dollars) Equity Income Earnings Income Capital
----------------------------------------------------------------------

Beginning balance $ 9,791.6 $7,351.6 $ 240.0 $2,200.0

Comprehensive income
Net income 1,527.3 $ 1,527.3 1,527.3
Other comprehensive income, net of tax:
Foreign currency translation
Adjustments (net of tax of $36.2) (96.8) (96.8)
Unrealized gains on securities, net of
Reclassification adjustment (see disclosure) (24.7) (24.7)
----------
Other comprehensive income (121.5) (121.5)
----------
Comprehensive income $ 1,405.8
==========
Dividends paid (75.0) (75.0)
------------- --------------------------------------
Ending balance $ 11,122.4 $8,803.9 $ 118.5 $2,200.0
============= ======================================

Disclosure of reclassification amount
Unrealized holding gains arising during
Period (net of tax of $46.6) $ 82.7
Less: reclassification adjustment for gains
Included in net income (net of tax of $58.2) (107.4)
----------
Net change in unrealized gains on securities $ ( 24.7)
==========

Reference should be made to the Notes to Consolidated Financial Statements.

GENERAL MOTORS ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (concluded)

For the Year Ended December 31, 1998
--------------------------------------------------------------------------
Accumulated Common
Total Other Stock and
Stockholder's Comprehensive Retained Comprehensive Paid-in
(in millions of dollars) Equity Income Earnings Income Capital
--------------------------------------------------------------------------

Beginning balance $ 8,756.1 $ 6,326.3 $ 229.8 $2,200.0

Comprehensive income
Net income 1,325.3 $ 1,325.3 1,325.3
Other comprehensive income, net of tax:
Foreign currency translation
Adjustments (net of tax of $2.2) (2.8) (2.8)
Unrealized gains on securities, net of
Reclassification adjustment (see disclosure) 13.0 13.0
-------------
Other comprehensive income 10.2 10.2
-------------
Comprehensive income $ 1,335.5
=============
Dividends paid (300.0) (300.0)
------------- ---------------------------------------
Ending balance $ 9,791.6 7,351.6 $ 240.0 $2,200.0
============= =======================================

Disclosure of reclassification amount
Unrealized holding gains arising during
Period (net of tax of $62.9) $ 120.8
Less: reclassification adjustment for gains
Included in net income (net of tax of $58.1) (107.8)
---------
Net change in unrealized gains on securities $ 13.0
============

Reference should be made to the Notes to Consolidated Financial Statements.

GENERAL MOTORS ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS

For the Years Ended December 31,
--------------------------------------------------
2000 1999 1998
-------------- ------------ ---==---------
(in millions of