SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004





                                    FORM 8-K
                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report
(Date of earliest event reported) July 16, 2003
                                  -------------




                           GENERAL MOTORS CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)




      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                        Identification No.)




   300 Renaissance Center, Detroit, Michigan                 48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)







Registrant's telephone number, including area code       (313)-556-5000
                                                         --------------








<PAGE>



ITEM 9. REGULATION FD DISCLOSURE (Information Furnished in this Item 9 is
Furnished under Item 12)

In accordance with Securities and Exchange Commission Release No. 33-8126, the
following information, which is intended to be furnished under Item 12, "Results
of Operations and Financial Condition," is instead being furnished under Item 9,
"Regulation FD Disclosure." This information shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.

On July 17,  2003,  a news  release was issued on the subject of second  quarter
consolidated  earnings for General Motors Corporation (GM). The news release did
not include certain  financial  statements,  related footnotes and certain other
financial  information  that  will be filed  with the  Securities  and  Exchange
Commission as part of GM's  Quarterly  Report on Form 10-Q. The following is the
second quarter earnings release for GM, and their subsidiary Hughes  Electronics
Corporation's (Hughes) earnings release dated July 16, 2003.

GM Reports Second Quarter Financial Results

   -  Net income of $901 million, or $1.58 per share
   -  Adjusted net income of $879 million, or $1.57 per share, excluding Hughes
   -  Total automotive cash exceeded $23 billion

DETROIT - General Motors Corp. (NYSE: GM, GMH) today reported net income of $901
million, or $1.58 per diluted share of GM's $1-2/3 par value common stock, in
the second quarter of 2003, compared with $1.3 billion, or $2.43 per share, in
the second quarter of 2002. Total revenues of $48.3 billion were essentially
unchanged from the prior-year quarter.

GM's adjusted income, which excludes results from Hughes, totaled $879 million,
or $1.57 per share, in the second quarter of 2003. GM's adjusted net income in
the second quarter of 2002 was $1.5 billion, or $2.63 per share, excluding
Hughes and special items.

GM's second-quarter performance reflected continued strong automotive cash flow,
record results at General Motors Acceptance Corp. (GMAC) where earnings of $834
million were nearly double the prior-year quarter, record net income of $163
million at GM Asia Pacific, an overall profit decline in the automotive sector
primarily caused by difficult economic conditions in most of GM's automotive
regions, and the effects of unfavorable currency-exchange rates in certain
regions.

"Overall we had reasonable financial results in a challenging global economic
environment," GM Chairman and Chief Executive Officer Rick Wagoner said. "These
results clearly demonstrate the benefits of our global portfolio of businesses,
ranging from our core automotive operations in all four regions of the world, to
vehicle financing and mortgage operations. We're especially pleased with the
strong cash generation by our automotive operations and continued strong
performance at GMAC, which set another new quarterly earnings record. Our
Asia-Pacific automotive operations continue to grow and generated record
profits."


                                        2
<PAGE>


Continued cost reductions and a revitalized product portfolio drove improved
financial performance to approximately breakeven at GM Europe. However, lower
volumes and continuing pricing pressures in North America eroded profits despite
aggressive cost reductions and improved revenue per unit.

"We're working hard to improve financial results in North America. We're going
to stay focused on the straight-forward business strategy that has worked very
well for us in recent times -- delivering great new products, being aggressive
in the market, and significantly improving our quality and cost," Wagoner said

GM financial results described throughout the remainder of this release exclude
special items unless otherwise noted. See Highlights for reconciliation of
adjusted results to results based on Generally Accepted Accounting Principles
(GAAP).

                               Cash and Liquidity

GM generated $3.1 billion in cash in the second quarter of 2003. Automotive
cash, marketable securities, and assets of the VEBA trust invested in short-term
fixed-income securities totaled $23.7 billion at June 30, 2003, excluding
financing and insurance operations and Hughes, compared with $20.6 billion on
March 31, 2003. In addition, as reported earlier, GM raised an additional $13.2
billion in early July through new offerings of debt securities and convertible
debt.

                            GM Automotive Operations

GM's global automotive operations earned $140 million in the second quarter of
2003, compared with $1.1 billion in the prior-year period. Global production
declined 6.6 percent in the second quarter, compared with the same period in
2002.

GM North America (GMNA) earned $83 million in the second quarter of 2003,
compared with $1.3 billion in the second quarter last year. Improvements in
sales mix, material cost, and productivity were more than offset by a production
decline of nearly 12 percent, intense pricing pressure, increased pension
expense, and currency-exchange losses versus the year-ago period. The results
also include the $168 million after taxes, or $0.30 per share, unfavorable
effect of the storm damage and resulting loss of production at GM's Oklahoma
City assembly plant. Strong quality performance allowed the corporation to
reduce its policy and warranty reserves in the second quarter by $199 million
after taxes, or $0.36 per share.

GM's quality and productivity gains were recognized recently in two major
independent surveys. "GM's quality drive is on track, producing significant
improvements that increasingly are being recognized by consumers and the
marketplace," Wagoner said. The J.D. Power 2003 Vehicle Dependability Study
showed Buick among the top three nameplates in long-term quality, and the best
nameplate outside the luxury brands. General Motors overall was the only
domestic manufacturer to score above the industry average, and 12 GM vehicles
were in the top three of their respective segment rankings. "Our goal is to be
the industry leader in all areas of quality, and this is another example of our
progress toward achieving that goal," he said.



                                        3
<PAGE>


"Once again, GM showed significant improvement in our journey to become the most
productive auto manufacturer with a 7.4 percent overall improvement in
manufacturing productivity according to the recently released Harbour Report
North America 2003," Wagoner said. "GM has led the industry in productivity
improvements in recent years, and we're committed to continuing this kind of
performance going forward."

GM's U.S. market share was 27.9 percent in the second quarter of 2003, down
slightly from 28.1 percent in the second quarter of 2002, but significantly
improved from the 26.6 percent level in the first quarter this year.

GM Europe (GME) reported a loss of $3 million in the second quarter of 2003, a
significant turnaround from a year ago when GME recorded a $115 million loss.
Aggressive cost reductions and increased vehicle sales at Opel/Vauxhall and Saab
drove these improved financial results, despite significant currency-exchange
losses. GM Europe's market share in the second quarter increased 0.3 percentage
points to 9.4 percent compared with the same period last year.

"Despite the challenging economic conditions and currency-exchange pressures
that are affecting our performance, we're on the right track in Europe with
exciting new products, significant quality improvement, and a steady and
broad-based approach to cost reduction," Wagoner said.

GM Asia Pacific earned a record $163 million in the second quarter of 2003, more
than four times the $39 million earned in the year-ago quarter. Strong financial
results at Shanghai GM and GM's Australia-based Holden continued to drive
improved financial results along with improved equity earnings from GM's
Japanese automotive alliances and lower-than-expected start-up losses at GM
Daewoo Auto & Technology Co. "Our aggressive growth strategy in the rapidly
expanding Asia-Pacific region is really paying off; we remain committed to
further expand our presence in this key region," Wagoner said.

Continuing economic weakness in Brazil was the primary factor in GM Latin
America/Africa/Mid-East (GMLAAM) region's $103 million loss in the second
quarter of 2003, which compared with a loss of $73 million in the year-ago
period. "Latin America is still suffering from economic uncertainty and weak
auto markets," Wagoner said. "Our focus continues to be on wringing out costs
while increasing our market share and strengthening our number-one position in
the region."

                                      GMAC

GMAC earned $834 million in the second quarter of 2003, its best-ever quarterly
performance. The results were nearly double the $431 million earned in the same
period last year.

"We're extremely pleased with the continued outstanding overall financial
performance at GMAC," Wagoner said. Strong volumes in the residential and
commercial mortgage sectors, and continuing strength in GMAC's financing
operations were key drivers in GMAC's record performance.

Mortgage operations generated income of $415 million in the second quarter of
2003, up $357 million from the year-ago period, while earnings from financing
operations were $396 million, up $49 million from the same period last year.


                                        4

<PAGE>

                                     Hughes

Hughes Electronics earned $22 million in the second quarter of 2003, compared
with a loss of $156 million in the prior-year period, led by a strong
performance at DirecTV. Revenues increased 6.6 percent to $2.4 billion.

In the United States, DirecTV added 136,000 net subscribers in the second
quarter of 2003, bringing the number of total U.S. subscribers to 11.6 million.

                                  Looking Ahead

GM expects improving economic growth during the balance of 2003 in the United
States, with total U.S. industry vehicle sales expected to be at least 16.5
million units for the calendar year. In Europe, especially Germany, economic and
market conditions are expected to remain challenging in the second half of the
year. Total European industry vehicle sales are estimated to be about 18.5
million units for 2003.

GM expects to beat the current analysts' consensus for the third quarter of
approximately $0.50 per share, excluding Hughes and any special items, and
expects automotive operations to be profitable. Despite the continuing economic
uncertainty, GM is more optimistic about the outlook for the year, and now
expects full-year 2003 earnings could range from the current analysts' consensus
of approximately $4.50 up to $5.00 per share, excluding Hughes and any special
items.

General Motors, the world's largest vehicle  manufacturer,  designs,  builds and
markets  cars and trucks  worldwide,  and has been the global  automotive  sales
leader  since  1931.  More  information  on  GM  can  be  found  at  www.gm.com.
                                                                     ----------

                                      # # #

In this press release and related comments by General Motors management, our use
of the words "expect," "anticipate," "estimate," "forecast," "objective,"
"plan," "goal," "target," and similar expressions is intended to identify
forward looking statements. While these statements represent our current
judgment on what the future may hold, and we believe these judgments are
reasonable, actual results may differ materially due to numerous important
factors that are described in GM's most recent report on SEC Form 10-K (at page
II-18) which may be revised or supplemented in subsequent reports on SEC Forms
10-Q and 8-K. Such factors include, among others, the following: changes in
economic conditions, currency exchange rates or political stability; shortages
of fuel, labor strikes or work stoppages; market acceptance of the corporation's
new products; significant changes in the competitive environment; changes in
laws, regulations and tax rates; and, the ability of the corporation to achieve
reductions in cost and employment levels to realize production efficiencies and
implement capital expenditures at levels and times planned by management.





                                        5

<PAGE>

                           General Motors Corporation
                        List of Special Items - After Tax
                 (dollars in millions except per share amounts)


     Management believes that the adjusted information set forth
     herein is useful to investors as it represents how Management
     views the results of operations and cash of the Corporation and,
     therefore, is the basis on which internal evaluation metrics are
     determined. The internal evaluation metrics are those used by the
     Corporation's Board of Directors to evaluate Management.


                                   Three Months Ended     Year to Date
                                     June 30, 2003       June 30, 2003
                                    --------------       --------------
                                     Net                  Net
                                    Income      EPS      Income     EPS
                                    ------     -----     ------    -----

     Net Income                      $901     $1.58     $2,384     $4.29

     Gain on Sale of GM Defense (A)     -         -       (505)    (0.90)
                                      ---      ----      -----      ----
     Adjusted Income                 $901     $1.58     $1,879     $3.39
                                      ===      ====      =====      ====



     (A) The Gain on Sale of GM Defense relates to the sale of GM's
         light armored vehicle business to General Dynamics Corporation
         for net proceeds of approximately $1.1 billion.



                                       6

<PAGE>


                           General Motors Corporation
                        List of Special Items - After Tax
                 (dollars in millions except per share amounts)


                                   Three Months Ended     Year to Date
                                     June 30, 2002       June 30, 2002
                                    --------------       --------------
                                     Net                  Net
                                    Income      EPS      Income     EPS
                                    ------     -----     ------    -----

     Reported                      $1,292     $2.43     $1,520     $3.02

     GME End of Life
      Vehicle Charge (B)               55      0.10         55      0.10

     GME Restructuring Charge (C)       -         -        407      0.72

     Hughes Space Shuttle
      Settlement (D)                    -         -        (59)    (0.04)

     Hughes GECC Contractual
      Dispute (E)                       -         -         51      0.03

     Hughes Loan Guarantee
      Charge (F)                        -         -         18      0.01

                                    -----      ----      -----      ----
     Adjusted                      $1,347     $2.53     $1,992     $3.84
                                    =====      ====      =====      ====


     (B)   The GME End of Life Vehicle Charge relates to the European
           Union's directive requiring member states to enact legislation
           regarding end-of-life vehicles to be the responsibility of
           manufacturers for dismantling and recycling vehicles they
           have sold.
     (C)   The GME Restructuring Charge relates to the initiative
           implemented in the first quarter of 2002 to improve the
           competitiveness of GM's automotive operations in Europe.
     (D)   The Hughes Space Shuttle Settlement relates to the favorable
           resolution of a lawsuit that was filed against the U.S.
           government on March 22, 1991, based upon the National
           Aeronautics and Space Administration's (NASA) breach of
           contract to launch ten satellites on the Space Shuttle.
     (E)   The Hughes GECC Contractual Dispute relates to an expected
           loss associated with a contractual dispute with General
           Electric Capital Corporation.
     (F)   The Hughes Loan Guarantee Charge relates to a loan
           guarantee for a Hughes Network Systems' affiliate in India.



                                       7

<PAGE>


                           General Motors Corporation
                       Summary Corporate Financial Results


                                    Second Quarter        Year to Date
                                    --------------       --------------
                                    2003       2002      2003      2002
                                    ----       ----      ----      ----
     Total net sales and
      revenues ($Mil's)           $48,308   $48,339    $97,673   $94,553
      Adjusted                    $48,308   $48,339    $96,859   $94,582
      Adjusted excluding Hughes
        (Automotive and Financing)$45,919   $46,098    $92,243   $90,300

     Net income ($Mil's)             $901    $1,292     $2,384    $1,520
      Adjusted                       $901    $1,347     $1,879    $1,992
      Adjusted excluding Hughes      $879    $1,503     $1,911    $2,294
     Net margin
      (net income / total net
      sales and revenues)             1.9%      2.7%       2.4%      1.6%
      Adjusted                        1.9%      2.8%       1.9%      2.1%
      Adjusted excluding Hughes       1.9%      3.3%       2.1%      2.5%
     Earnings per share
      Basic $1-2/3                  $1.58     $2.48      $4.30     $3.06
      Diluted $1-2/3                $1.58     $2.43      $4.29     $3.02
      Basic Class H                 $0.02    $(0.14)    $(0.02)   $(0.27)
      Diluted Class H               $0.02    $(0.14)    $(0.02)   $(0.27)
     Adjusted earnings per share
      Basic $1-2/3                  $1.58     $2.58      $3.39     $3.90
      Diluted $1-2/3                $1.58(1)  $2.53      $3.39     $3.84
      Diluted $1-2/3
        excluding Hughes            $1.57     $2.63      $3.41     $4.04
      Basic Class H                 $0.02    $(0.14)    $(0.02)   $(0.27)
      Diluted Class H               $0.02    $(0.14)    $(0.02)   $(0.27)
     GM $1-2/3 par value average
      shares outstanding (Mil's)
      Basic shares                    561       560        561       560
      Diluted shares                  561       572        561       568
     Cash dividends per share
      of common stocks
      GM $1-2/3 par value           $0.50     $0.50      $1.00     $1.00

     Book value per share of
      common stocks at June 30
      GM $1-2/3 par value          $13.27    $27.52
      GM Class H                    $2.65     $5.50
     ACO total cash & marketable
      securities at June 30
      ($Bil's')                     $23.5     $15.4
     Cash in short-term VEBA         $3.4      $3.0
                                     ----      ----
     ACO total cash & marketable
      securities plus short-term    $26.9     $18.4
      VEBA
     Less:  Hughes cash & marketable
      securities                     $3.2      $0.8
                                      ---       ---

     Total Automotive cash &
      Marketable securities plus
      Short-term VEBA               $23.7     $17.6
                                     ====      ====
     Automotive, Communication Services
      and Other Operations ($Mil's)
      Depreciation                 $1,337    $1,140     $2,568    $2,266
      Amortization of special tools   651       622      1,353     1,251
      Amortization of intangible
        Assets                         29         3         58        12
                                    -----     -----      -----     -----
        Total                      $2,017    $1,765     $3,979    $3,529
                                    =====     =====      =====     =====


     See reconciliation of adjusted financial results on pages 9 - 12 and
     footnotes on page 14.


                                       8

<PAGE>


                           General Motors Corporation
                       Summary Corporate Financial Results

                                 Second Quarter
                                  2003 and 2002
                                 --------------
     (Dollars in millions)
     Total net sales and          Reported      Special Items       Adjusted
     revenues                     --------       ------------       --------
                                2003    2002     2003     2002    2003     2002
                                ----    ----     ----     ----    ----     ----

     GMNA                    $28,558  $30,576    $ -       $ -  $28,558 $30,576
     GME                       7,303    6,001       -        -    7,303   6,001
     GMLAAM                    1,119    1,306       -        -    1,119   1,306
     GMAP                      1,267    1,129       -        -    1,267   1,129
                              ------   ------      --       --   ------  ------
       Total GMA              38,247   39,012       -        -   38,247  39,012
     Hughes                    2,389    2,241       -        -    2,389   2,241
     Other                        96      465       -        -       96     465
                              ------   ------      --       --   ------  ------
       Total ACO              40,732   41,718       -        -   40,732  41,718
                              ------   ------      --       --   ------  ------
     GMAC                      7,580    6,599       -        -    7,580   6,599
     Other Financing              (4)      22       -        -       (4)     22
                              ------   ------      --       --   ------  ------
       Total FIO               7,576    6,621       -        -    7,576   6,621
                              ------   ------      --       --   ------  ------
     Total net sales and
     revenues                $48,308  $48,339     $ -      $ -  $48,308 $48,339
                              ======   ======      ==       ==   ======  ======

     Income / (expense)
     before income taxes and
     minority interest
     GMNA                        $90   $1,781     $ -      $ -      $90  $1,781
     GME                         (34)    (244)      -       85      (34)   (159)
     GMLAAM                     (123)     (97)      -        -     (123)    (97)
     GMAP                         11      (31)      -        -       11     (31)
                               -----    -----      --       --    -----   -----
       Total GMA                 (56)   1,409       -       85      (56)  1,494
     Hughes                       89     (230)      -        -       89    (230)
     Other                      (357)     (88)      -        -     (357)    (88)
                               -----    -----      --       --    -----   -----
       Total ACO                (324)   1,091       -       85     (324)  1,176
                               -----    -----      --       --    -----   -----
     GMAC                      1,331      698       -        -    1,331     698
     Other Financing              13       (8)      -        -       13      (8)
                               -----    -----      --       --    -----   -----
       Total FIO              $1,344      690       -        -    1,344     690
     Total income /            -----    -----      --       --    -----   -----
     (expense) before
     income taxes and
     minority interests       $1,020   $1,781     $ -      $85   $1,020  $1,866
                               =====    =====      ==       ==    =====   =====


                                       9
<PAGE>



                           General Motors Corporation
                       Summary Corporate Financial Results

                                 Second Quarter
                                  2003 and 2002
                                 ---------------

     (Dollars in millions)        Reported       Special Items       Adjusted
                                  --------        ------------       --------
                                2003     2002    2003    2002     2003     2002
                                ----     ----    ----    ----     ----     ----
     Net income
     GMNA                        $83   $1,277     $ -      $ -      $83  $1,277
     GME                          (3)    (170)      -       55       (3)   (115)
     GMLAAM                     (103)     (73)      -        -     (103)    (73)
     GMAP                        163       39       -        -      163      39
                               -----    -----      --       --    -----   -----
       Total GMA                 140    1,073       -       55      140   1,128
     Hughes (2)                   22     (156)      -        -       22    (156)
     Other                      (104)     (57)      -        -     (104)    (57)
                               -----    -----      --       --    -----   -----
       Total ACO                  58      860       -       55       58     915
                               -----    -----      --       --      ---   -----
     GMAC                        834      431       -        -      834     431
     Other Financing               9        1       -        -        9       1
                               -----    -----      --       --    -----   -----
       Total FIO                 843      432       -        -      843     432
                               -----    -----      --       --    -----   -----
     Net income (loss)          $901   $1,292     $ -      $55     $901  $1,347
                               =====    =====      ==       ==    =====   =====
     Income tax expense
      (benefit)
     GMNA                        $25     $518     $ -      $ -      $25    $518
     GME                         (13)     (51)      -       30      (13)    (21)
     GMLAAM                      (25)     (31)      -        -      (25)    (31)
     GMAP                          8       (9)      -        -        8      (9)
                                 ---      ---      --       --      ---     ---
       Total GMA                  (5)     427       -       30       (5)    457
     Hughes                       21      (93)      -        -       21     (93)
     Other                      (251)     (23)      -        -     (251)    (23)
                                 ---      ---      --       --      ---     ---
       Total ACO                (235)     311       -       30     (235)    341
                                 ---      ---      --       --      ---     ---
     GMAC                        496      254       -        -      496     254
     Other Financing               4       (2)      -        -        4      (2)
                                 ---      ---      --       --      ---     ---
       Total FIO                 500      252       -        -      500     252
                                 ---      ---      --       --      ---     ---
     Income tax expense
      (benefit)                 $265     $563     $ -      $30     $265    $593
                                 ===      ===      ==       ==      ===     ===
     Effective tax rate
     GMNA                       27.8%    29.1%      -        -     27.8%   29.1%
     GME                        38.2%    20.9%      -     35.3%    38.2%   13.2%
     GMLAAM                     20.3%    32.0%      -        -     20.3%   32.0%
     GMAP                       72.7%    29.0%      -        -     72.7%   29.0%
     Hughes                     23.6%    40.4%      -        -     23.6%   40.4%
     GMAC                       37.3%    36.4%      -        -     37.3%   36.4%
     Total GM Corp.             26.0%    31.6%      -     35.3%    26.0%   31.8%
     Equity income (loss)
     and minority interests
     GMNA                        $18      $14     $ -      $ -      $18     $14
     GME                          18       23       -        -       18      23
     GMLAAM                       (5)      (7)      -        -       (5)     (7)
     GMAP                        160       61       -        -      160      61
                                 ---       --      --       --      ---      --
     Total GMA                  $191      $91     $ -      $ -     $191     $91
                                 ===       ==      ==       ==      ===      ==

     See footnotes on page 14.

                                       10

<PAGE>


                           General Motors Corporation
                       Summary Corporate Financial Results

                                  Year to Date
                                  2003 and 2002
                                 --------------
     (Dollars in millions)
     Total net sales and          Reported       Special Items      Adjusted
     revenues                     --------       ------------       --------
                                2003     2002    2003    2002     2003     2002
                                ----     ----    ----    ----     ----     ----

     GMNA                    $58,521  $59,915     $ -      $ -  $58,521 $59,915
     GME                      13,925   11,585       -        -   13,925  11,585
     GMLAAM                    2,164    2,607       -        -    2,164   2,607
     GMAP                      2,414    2,186       -        -    2,414   2,186
                              ------   ------      --       --   ------  ------
       Total GMA              77,024   76,293       -        -   77,024  76,293
     Hughes                    4,616    4,253       -       29    4,616   4,282
     Other                     1,134      945    (814)       -      320     945
                              ------   ------     ---       --   ------  ------
       Total ACO              82,774   81,491    (814)      29   81,960  81,520
                              ------   ------     ---       --   ------  ------
     GMAC                     14,910   12,952       -        -   14,910  12,952
     Other Financing             (11)     110       -        -      (11)    110
                              ------   ------     ---       --   ------  ------
       Total FIO              14,899   13,062      -        -    14,899  13,062
                              ------   ------     ---       --   ------  ------
     Total net sales and
     revenues                $97,673  $94,553   $(814)     $29  $96,859 $94,582
                              ======   ======     ===       ==   ======  ======

     Income / (expense)
     before income taxes and
     minority interest
     GMNA                       $829   $2,719     $ -      $ -     $829  $2,719
     GME                        (148)  (1,042)      -      726     (148)   (316)
     GMLAAM                     (140)    (138)      -        -     (140)   (138)
     GMAP                         30      (44)      -        -       30     (44)
                               -----    -----     ---      ---    -----   -----
       Total GMA                 571    1,495       -      726      571   2,221
     Hughes                       39     (461)      -       17       39    (444)
     Other                        92     (323)   (814)       -     (722)   (323)
                               -----    -----     ---      ---    -----   -----
       Total ACO                 702      711    (814)     743     (112)  1,454
                               -----    -----     ---      ---    -----   -----
     GMAC                      2,478    1,434       -        -    2,478   1,434
     Other Financing             (12)     (10)      -        -      (12)    (10)
                               -----    -----     ---      ---    -----   -----
       Total FIO               2,466    1,424       -        -    2,466   1,424
     Total income /            -----    -----     ---      ---    -----   -----
     (expense) before
     income taxes and
     minority interests       $3,168   $2,135   $(814)    $743   $2,354  $2,878
                               =====    =====     ===      ===    =====   =====

                                       11

<PAGE>

                           General Motors Corporation
                       Summary Corporate Financial Results

                                  Year to Date
                                  2003 and 2002
                                 ---------------

     (Dollars in millions)        Reported       Special Items       Adjusted
                                  --------        ------------       --------
                                2003     2002    2003    2002     2003     2002
                                ----     ----    ----    ----     ----     ----
     Net income
     GMNA                       $631   $1,931     $ -      $ -     $631  $1,931
     GME                         (68)    (702)      -      462      (68)   (240)
     GMLAAM                     (115)    (113)      -        -     (115)   (113)
     GMAP                        238       46       -        -      238      46
                               -----    -----     ---      ---      ---   -----
       Total GMA                 686    1,162       -      462      686   1,624
     Hughes (2)                  (32)    (312)      -       10      (32)   (302)
     Other                       205     (199)   (505)       -     (300)   (199)
                               -----    -----     ---      ---    -----   -----
       Total ACO                 859      651    (505)     472      354   1,123
                               -----    -----     ---      ---    -----   -----
     GMAC                      1,533      870       -        -    1,533     870
     Other Financing              (8)      (1)      -        -       (8)     (1)
                               -----    -----     ---      ---    -----   -----
       Total FIO               1,525      869       -        -    1,525     869
                               -----    -----     ---      ---    -----   -----
     Net income (loss)        $2,384   $1,520   $(505)    $472   $1,879  $1,992
                               =====    =====     ===      ===    =====   =====
     Income tax expense
      (benefit)
     GMNA                       $216     $790      $ -     $ -     $216    $790
     GME                         (56)    (311)       -     264      (56)    (47)
     GMLAAM                      (32)     (32)       -       -      (32)    (32)
     GMAP                         19       (9)       -       -       19      (9)
                                 ---      ---      ---     ---      ---     ---
       Total GMA                 147      438        -     264      147     702
     Hughes                       (5)    (185)       -       7       (5)   (178)
     Other                      (151)    (102)    (309)      -     (460)   (102)
                                 ---      ---      ---     ---      ---     ---
       Total ACO                  (9)     151     (309)    271     (318)    422
                                 ---      ---      ---     ---      ---     ---
     GMAC                        934      539        -       -      934     539
     Other Financing              (4)      (2)       -       -       (4)     (2)
                                 ---      ---      ---     ---      ---     ---
       Total FIO                 930      537        -       -      930     537
                                 ---      ---      ---     ---      ---     ---
     Income tax expense
      (benefit)                 $921     $688    $(309)   $271     $612    $959
                                 ===      ===      ===     ===      ===     ===
     Effective tax rate
     GMNA                       26.1%    29.1%      -        -     26.1%   29.1%
     GME                        37.8%    29.8%      -     36.4%    37.8%   14.9%
     GMLAAM                     22.9%    23.2%      -        -     22.9%   23.2%
     GMAP                       63.3%    20.5%      -        -     63.3%   20.5%
     Hughes                    (12.8%)   40.1%      -     41.2%   (12.8%)  40.1%
     GMAC                       37.7%    37.6%      -       -      37.7%   37.6%
     Total GM Corp.             29.1%    32.2%   38.0%    36.5%    26.0%   33.3%

     Equity income (loss)
     and minority interests
     GMNA                        $18       $2       $-      $-      $18      $2
     GME                          24       29        -       -       24      29
     GMLAAM                       (7)      (7)       -       -       (7)     (7)
     GMAP                        227       81        -       -      227      81
                                 ---      ---      ---     ---      ---     ---
     Total GMA                  $262     $105      $ -     $ -     $262    $105
                                 ===      ===      ===     ===      ===     ===
     See footnotes on page 14.

                                       12

<PAGE>

                           General Motors Corporation
                              Operating Statistics

                                    Second Quarter        Year to Date
                                    --------------       --------------
                                    2003       2002      2003      2002
                                    ----       ----      ----      ----
     (units in thousands)
     Worldwide Wholesale Sales
      United States - Cars           487        574        986    1,073
      United States - Trucks         761        750      1,518    1,417
                                   -----      -----      -----    -----
        Total United States        1,248      1,324      2,504    2,490
      Canada, Mexico, and Other      185        233        367      429
                                   -----      -----      -----    -----
        Total GMNA                 1,433      1,557      2,871    2,919
      GME                            447        437        873      861
      GMLAAM                         122        159        243      314
      GMAP                           139         86        282      194
                                   -----      -----      -----    -----
        Total Worldwide            2,141      2,239      4,269    4,288
                                   =====      =====      =====    =====
     Vehicle Unit Deliveries
      Chevrolet - Cars               220        213        391      399
      Chevrolet - Trucks             505        481        878      945
      Pontiac                        120        151        227      269
      GMC                            155        137        263      264
      Buick                           85        107        168      189
      Oldsmobile                      34         42         68       85
      Saturn                          72         88        147      146
      Cadillac                        49         50         96       90
      Other                           26         15         46       27
                                   -----      -----      -----    -----
        Total United States        1,266      1,284      2,284    2,414
      Canada, Mexico, and Other      179        208        331      388
                                   -----      -----      -----    -----
        Total GMNA                 1,445      1,492      2,615    2,802
      GME                            477        471        951      937
      GMLAAM                         127        143        254      281
      GMAP                           184        178        350      335
                                   -----      -----      -----    -----
        Total Worldwide            2,233      2,284      4,170    4,355
                                   =====      =====      =====    =====
     Market Share
      United States - Cars          24.8%      26.3%      24.9%    25.6%
      United States - Trucks        30.4%      29.8%      29.4%    30.5%
        Total United States         27.9%      28.1%      27.3%    28.1%
      Total North America           27.2%      27.6%      26.7%    27.8%
      Total Europe                   9.4%       9.1%       9.5%     9.2%
      Latin America                 15.7%      15.4%      15.8%    15.3%
      Asia and Pacific               4.9%       4.9%       4.4%     4.6%
        Total Worldwide             15.0%      15.1%      14.2%    14.8%

     U.S. Retail/Fleet Mix
      % Fleet Sales - Cars          29.5%      29.3%      29.8%    27.4%
      % Fleet Sales - Trucks        15.1%      13.7%      14.9%    12.0%
        Total Vehicles              21.0%      20.9%      21.3%    18.8%

     Retail Lease as % of Retail Sales
      Total Smartlease
      and Smartbuy                   7.3%      15.1%

     Days Supply of Inventory
      at June 30
      United States - Cars            73         57
      United States - Trucks          98         78

     GMNA Capacity Utilization
      (2 shift rated)               87.4%      92.0%      89.2%    87.7%

     GMNA Vehicle Revenue
      Per Unit                   $18,565    $18,385


                                       13

<PAGE>


                           General Motors Corporation
                              Operating Statistics


                                    Second Quarter        Year to Date
                                    --------------       --------------
                                    2003       2002      2003      2002
                                    ----       ----      ----      ----

     GMAC's U.S. Cost of Borrowing  3.50%      4.14%

     Current Debt Spreads Over
      U.S. Treasuries
      2 Year                         255 bp     165 bp
      5 Year                         330 bp     185 bp
      10 Year                        370 bp     230 bp

     Worldwide Employment
      at June 30 (in 000's)
      United States Hourly           120        124
      United States Salary            41         41
                                     ---        ---
        Total United States          161        165
      Canada, Mexico, and Other       31         34
                                     ---        ---
      GMNA                           192        199
      GME                             64         69
      GMLAAM                          23         24
      GMAP                            13         11
      Hughes                          11         12
      GMAC                            31         31
      Other                            7         11
                                     ---        ---
        Total                        341        357
                                     ===        ===

     Worldwide Payrolls ($Mil's)  $5,331     $5,385    $10,720  $10,418

     Footnotes:
     ---------
     (1) This amount is comparable to First Call analysts' consensus.

     (2) 2002 amounts exclude Hughes Series A Preferred Stock dividends
         paid to General Motors and Hughes write off of goodwill for
         DirecTV Latin America and DirecTV Broadband recorded as a
         cumulative effect of accounting change in the first quarter
         of 2002 in Hughes' stand alone financial statements. In
         accordance with SFAS 142, GM evaluated the carrying value of
         goodwill associated with its Direct-to-Home Broadcast
         reporting unit in the aggregate and determined that the
         goodwill was not impaired.







                                       14

<PAGE>

                  GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                    Three Months Ended   Six Months Ended
                                         June 30,            June 30,
                                         -------             --------
                                      2003      2002       2003     2002
                                      ----      ----       ----     ----
                                (dollars in millions except per share amounts)

     Total net sales and revenues   $48,308   $48,339   $97,673    $94,553
                                     ------    ------    ------     ------
     Cost of sales and other
       expenses                      38,940    38,396    78,323     76,797
     Selling, general, and
       administrative expenses        6,083     6,090    11,789     11,691
     Interest expense                 2,265     2,072     4,393      3,930
                                     ------    ------    ------     ------
      Total costs and expenses       47,288    46,558    94,505     92,418
                                     ------    ------    ------     ------
     Income before income taxes
       and minority interests         1,020     1,781     3,168      2,135
     Income tax expense                 265       563       921        688
     Equity income and minority
       interests                        146        74       137         73
                                        ---     -----     -----      -----
      Net income                        901     1,292     2,384      1,520
     Dividends on preference stocks       -       (23)        -       (47)
                                        ---     -----     -----      -----
      Earnings attributable to
        common stocks                  $901    $1,269    $2,384     $1,473
                                        ===     =====     =====      =====

     Basic earnings (losses) per
       share attributable to common
       stocks
     Earnings per share
       attributable to $1-2/3 par
       value                          $1.58     $2.48     $4.30      $3.06
                                       ====      ====      ====       ====
     Earnings (losses) per share
       attributable to Class H        $0.02    $(0.14)   $(0.02)    $(0.27)
                                       ====      ====      ====       ====

     Earnings (losses) per share
       attributable to common stocks
       assuming dilution
     Earnings per share
       attributable to $1-2/3 par
       value                          $1.58     $2.43     $4.29      $3.02
                                       ====      ====      ====       ====
     Earnings (losses) per share
       attributable to Class H        $0.02    $(0.14)   $(0.02)    $(0.27)
                                       ====      ====      ====       ====


                                       15
<PAGE>



                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

        SUPPLEMENTAL INFORMATION TO THE CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                    Three Months Ended   Six Months Ended
                                          June 30,           June 30,
                                          --------           --------
                                      2003      2002      2003       2002
                                      ----      ----      ----       ----
                                             (dollars in millions)

     AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

     Total net sales and revenues   $40,732   $41,718   $82,774    $81,491
                                     ------    ------    ------     ------
     Cost of sales and other
       expenses                      36,839    36,461    74,152     72,672
     Selling, general, and
       administrative expenses        3,781     3,818     7,122      7,508
                                     ------    ------    ------     ------

      Total costs and expenses       40,620    40,279    81,274     80,180
                                     ------    ------    ------     ------
     Interest expense                   402       302       723        464
     Net expense from transactions
       with Financing and Insurance
       Operations                        34        46        75        136
                                        ---     -----       ---        ---
     Income (loss) before income
       taxes and minority interests    (324)    1,091       702        711
     Income tax expense (benefit)      (235)      311        (9)       151
     Equity income and minority
       interests                        147        80       148         91
                                        ---     -----       ---        ---
      Net income - Automotive,
       Communications Services, and
       Other Operations                 $58      $860      $859       $651
                                         ==       ===       ===        ===

     FINANCING AND INSURANCE OPERATIONS

     Total revenues                  $7,576    $6,621   $14,899    $13,062
                                      -----     -----    ------     ------

     Interest expense                 1,863     1,770     3,670      3,466
     Depreciation and amortization
       expense                        1,578     1,353     3,084      2,714
     Operating and other expenses     2,068     1,951     4,245      3,856
     Provisions for financing and
       insurance losses                 757       903     1,509      1,738
                                      -----     -----    ------     ------

      Total costs and expenses        6,266     5,977    12,508     11,774
                                      -----     -----    ------     ------
     Net income from transactions
       with Automotive, Communications
       Services, and Other Operations  ( 34)      (46)      (75)      (136)
                                      -----       ---    ------      -----
     Income before income taxes
       and minority interests         1,344       690     2,466      1,424
     Income tax expense                 500       252       930        537
     Equity loss and minority
       interests                         (1)       (6)      (11)       (18)
                                      -----       ---     -----      -----

      Net income - Financing and
        Insurance Operations           $843      $432    $1,525       $869
                                        ===       ===     =====        ===


     The above Supplemental Information is intended to facilitate analysis
     of General Motors Corporation's businesses: (1) Automotive,
     Communications Services, and Other Operations; and (2) Financing and
     Insurance Operations.


                                       16

<PAGE>

                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                June 30,              June 30,
                                                  2003    Dec, 31,     2002
                                              (Unaudited)   2002    (Unaudited)
                                                --------   -------    --------
                       ASSETS                        (dollars in millions)

     Cash and cash equivalents                   $31,009   $21,449     $18,363
     Marketable securities                        18,777    16,825      14,304
                                                  ------    ------      ------
      Total cash and marketable securities        49,786    38,274      32,667
     Finance receivables - net                   153,600   134,647     119,636
     Accounts and notes receivable (less
       allowances)                                19,420    15,715      12,677
     Inventories (less allowances)                11,093     9,967       9,757
     Deferred income taxes                        39,116    39,865      28,702
     Equipment on operating leases - (less
       accumulated depreciation)                  36,576    32,988      33,598
     Equity in net assets of nonconsolidated
       associates                                  5,249     5,044       5,115
     Property - net                               38,384    37,514      36,451
     Intangible assets - net                      18,091    17,954      17,061
     Other assets                                 39,530    37,028      40,665
                                                 -------   -------     -------
      Total assets                              $410,845  $368,996    $336,329
                                                 =======   =======     =======

            LIABILITIES AND STOCKHOLDERS' EQUITY

     Accounts payable (principally trade)        $27,402   $27,452     $26,439
     Notes and loans payable                     232,150   201,940     177,035
     Postretirement benefits other than
       pensions                                   38,618    38,187      37,844
     Pensions                                     23,968    22,762       9,451
     Deferred income taxes                         7,359     7,178       6,851
     Accrued expenses and other liabilities       69,976    63,829      57,230
                                                 -------   -------     -------
      Total liabilities                          399,473   361,348     314,850
     Minority interests                              991       834         788
     Stockholders' equity
     $1-2/3 par value common stock
       (outstanding, 560,712,564;
       560,447,797; and 560,223,424 shares)          935       936         936
     Class H common stock (outstanding,
       1,108,139,876; 958,284,272;
       and 958,005,494 shares)                       111        96          96
     Capital surplus (principally additional
       paid-in capital)                           22,815    21,583      21,557
     Retained earnings                            11,855    10,031      10,376
                                                  ------    ------      ------
                                                  35,716    32,646      32,965
     Subtotal
     Accumulated foreign currency translation
       adjustments                                (2,292)   (2,784)     (2,770)
     Net unrealized loss on derivatives             (205)     (205)       (188)
     Net unrealized gains on securities              612       372         268
     Minimum pension liability adjustment        (23,450)  (23,215)     (9,584)
                                                  ------    ------      ------
                                                 (25,335)  (25,832)    (12,274)
                                                  ------    ------      ------
     Accumulated other comprehensive loss
                                                  10,381     6,814      20,691
                                                 -------    ------     -------
     Total stockholders' equity
     Total liabilities and stockholders' equity $410,845   $368,996   $336,329
                                                 =======    =======    =======

                                       17

<PAGE>


                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES
           SUPPLEMENTAL INFORMATION TO THE CONSOLIDATED BALANCE SHEETS

                                                June 30,              June 30,
                                                  2003    Dec, 31,     2002
                                              (Unaudited)   2002    (Unaudited)
                                                --------   -------    --------
                        ASSETS                      (dollars in millions)
     Automotive, Communications Services, and
       Other Operations
     Cash and cash equivalents                   $18,582   $13,291     $14,421
     Marketable securities                         4,913     2,174       1,014
                                                 -------   -------     -------
      Total cash and marketable securities        23,495    15,465      15,435
     Accounts and notes receivable (less
       allowances)                                 6,584     5,861       5,686
     Inventories (less allowances)                11,093     9,967       9,757
     Equipment on operating leases - (less
       accumulated depreciation)                   5,946     5,305       4,390
     Deferred income taxes and other current
       assets                                     10,917    10,816       8,730
                                                  ------    ------     -------
      Total current assets                        58,035    47,414      43,998
     Equity in net assets of nonconsolidated
       associates                                  5,249     5,044       5,115
     Property - net                               36,407    35,693      34,738
     Intangible assets - net                      14,715    14,611      13,763
     Deferred income taxes                        30,496    31,431      22,138
     Other assets                                  8,016     7,781      17,307
                                                 -------   -------     -------
      Total Automotive, Communications Services,
        and Other Operations assets              152,918   141,974     137,059

     Financing and Insurance Operations
     Cash and cash equivalents                    12,427     8,158       3,942
     Investments in securities                    13,864    14,651      13,290
     Finance receivables - net                   153,600   134,647     119,636
     Investment in leases and other receivables   41,470    35,517      34,168
     Other assets                                 36,566    34,049      28,234
     Net receivable from Automotive,
       Communications Services, and
       Other Operations                            1,128     1,089         638
                                                 -------   -------     -------

      Total Financing and Insurance Operations
        assets                                   259,055   228,111     199,908
                                                 -------   -------     -------
     Total assets                               $411,973  $370,085    $336,967
                                                 =======   =======     =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

     Automotive, Communications Services, and
       Other Operations
     Accounts payable (principally trade)        $21,351   $20,169     $19,459
     Loans payable                                   705     1,516       1,545
     Accrued expenses                             43,720    40,518      36,513
     Net payable to Financing and Insurance
       Operations                                  1,128     1,089         638
                                                  ------    ------      ------
      Total current liabilities                   66,904    63,292      58,155
     Long-term debt                               20,513    16,651      16,831
     Postretirement benefits other than pensions  34,674    34,275      33,990
     Pensions                                     23,901    22,709       9,410
     Other liabilities and deferred income taxes  15,634    15,461      14,506
                                                 -------   -------     -------
      Total Automotive, Communications Services,
       and Other Operations liabilities          161,626   152,388     132,892

     Financing and Insurance Operations
     Accounts payable                              6,051     7,283       6,980
     Debt                                        210,932   183,773     158,659
     Other liabilities and deferred income taxes  21,992    18,993      16,957
                                                 -------   -------     -------
      Total Financing and Insurance Operations
        liabilities                              238,975   210,049     182,596
                                                 -------   -------     -------
        Total liabilities                        400,601   362,437     315,488
     Minority interests                              991       834         788
     Stockholders' equity
     $1-2/3 par value common stock (outstanding,
       560,712,564; 560,447,797; and
       560,223,424 shares)                           935       936         936
     Class H common stock (outstanding,
       1,108,139,876; 958,284,272;
       and 958,005,494 shares)                       111        96          96
     Capital surplus (principally additional
       paid-in capital)                           22,815    21,583      21,557
     Retained earnings                            11,855    10,031      10,376
                                                  ------    ------      ------
        Subtotal                                  35,716    32,646      32,965
     Accumulated foreign currency translation
       adjustments                                (2,292)   (2,784)     (2,770)
     Net unrealized loss on derivatives             (205)     (205)       (188)
     Net unrealized gains on securities              612       372         268
     Minimum pension liability adjustment        (23,450)  (23,215)     (9,584)
                                                  ------    ------      ------
        Accumulated other comprehensive loss     (25,335)  (25,832)    (12,274)
                                                  ------    ------      ------
     Total stockholders' equity                   10,381     6,814      20,691
                                                  ------    ------      ------
     Total liabilities and stockholders' equity $411,973  $370,085    $336,967
                                                 =======   =======     =======

     The above Supplemental Information is intended to facilitate analysis
     of General Motors Corporation's businesses: (1) Automotive,
     Communications Services, and Other Operations; and (2) Financing
     and Insurance Operations.

                                       18

<PAGE>


                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                   Six Months Ended June 30,
                                                   -------------------------
                                                     2003        2002
                                                     ----        ----
                                                   (dollars in millions)
     Net cash provided by operating activities    $13,079     $12,876

     Cash flows from investing activities
     Expenditures for property                     (3,325)     (3,540)
     Investments in marketable securities -
       acquisitions                                (7,200)    (24,374)
     Investments in marketable securities -
       liquidations                                 5,804      22,310
     Net originations and purchases of mortgage
       servicing rights                            (1,152)       (959)
     Increase in finance receivables              (71,636)    (67,200)
     Proceeds from sales of finance receivables    49,635      56,852
     Operating leases - acquisitions               (6,728)     (7,053)
     Operating leases - liquidations                5,668       5,016
     Investments in companies, net of cash
       acquired                                       (70)       (274)
     Proceeds from sale of business units           1,076           -
     Other                                         (1,111)        205
                                                   ------      ------
     Net cash used in investing activities        (29,039)    (19,017)
                                                   ------      ------

     Cash flows from financing activities
     Net decrease in loans payable                    825        (632)
     Long-term debt - borrowings                   42,622      18,473
     Long-term debt - repayments                  (17,803)    (11,407)
     Repurchases of common and preference stocks        -         (97)
     Proceeds from issuing common stocks                -          69
     Proceeds from sales of treasury stocks             -          19
     Cash dividends paid to stockholders             (560)       (607)
                                                   ------       -----
     Net cash provided by financing activities     25,084       5,818
                                                   ------       -----

     Effect of exchange rate changes on cash and
      cash equivalents                                436         131
                                                   ------      ------
     Net decrease in cash and cash equivalents      9,560        (192)
     Cash and cash equivalents at beginning of
       the period                                  21,449      18,555
                                                   ------      ------
     Cash and cash equivalents at end of the
       period                                     $31,009     $18,363
                                                   ======      ======


                                       19
<PAGE>


                   GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         SUPPLEMENTAL INFORMATION TO THE
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                            Automotive, Comm.    Financing and
                                             Serv. and Other       Insurance
                                            -----------------    --------------
                                                 Six Months Ended June 30,
                                            -----------------------------------
                                              2003     2002      2003     2002
                                              ----     ----      ----     ----
                                                   (dollars in millions)
     Net cash provided by operating
       activities                           $7,407   $5,580    $5,672   $7,296

     Cash flows from investing activities
     Expenditures for property              (2,941)  (3,494)     (384)     (46)
     Investments in marketable securities
       - acquisitions                       (2,839)    (802)   (4,361) (23,572)
     Investments in marketable securities
       - liquidations                          100      578     5,704   21,732
     Net originations and purchases of
       mortgage servicing rights                 -        -    (1,152)    (959)
     Increase in finance receivables             -        -   (71,636) (67,200)
     Proceeds from sales of finance
       receivables                               -        -    49,635   56,852
     Operating leases - acquisitions             -        -    (6,728)  (7,053)
     Operating leases - liquidations                      -     5,668    5,016
     Investments in companies, net of cash
       acquired                                (70)    (124)        -     (150)
     Proceeds from sale of business units    1,076        -         -        -
     Other                                    (175)     510      (936)    (305)
                                            ------    -----    ------   ------
     Net cash used in investing activities  (4,849)  (3,332)  (24,190) (15,685)
                                             -----    -----    ------   ------

     Cash flows from financing activities
     Net increase (decrease) in loans
       payable                                (943)    (857)    1,768      225
     Long-term debt - borrowings             4,060    6,186    38,562   12,287
     Long-term debt - repayments              (236)    (183)  (17,567) (11,224)
     Repurchase of common and preference
       stocks                                    -      (97)        -        -
     Proceeds from issuing common stocks         -       69         -        -
     Proceeds from sales of treasury stocks      -       19         -        -
     Cash dividends paid to stockholders      (560)    (607)        -        -
                                             -----     ----    ------    -----
     Net cash provided by (used in)
       financing activities                  2,321    4,530    22,763    1,288
                                             -----     -----   ------    -----

     Effect of exchange rate changes on
       cash and cash equivalents               373      130        63        1

     Net transactions with
       Automotive/Financing Operations          39     (919)      (39)     919
                                            ------    -----    ------   ------
     Net increase (decrease) in cash and
       cash equivalents                      5,291    5,989     4,269   (6,181)

     Cash and cash equivalents at
       beginning of the period              13,291    8,432     8,158   10,123
                                            ------   ------    ------   ------

     Cash and cash equivalents at end of
       the period                          $18,582  $14,421   $12,427   $3,942
                                            ======   ======    ======    =====




     The above Supplemental Information is intended to facilitate analysis
     of General Motors Corporation's businesses: (1) Automotive,
     Communications Services, and Other Operations; and (2) Financing
     and Insurance Operations.


                                    # # # #

                                       20

<PAGE>



     HUGHES  REPORTS STRONG SECOND  QUARTER 2003 RESULTS;  ATTAINS  POSITIVE NET
INCOME AND INCREASES COMPANY AND DIRECTV U.S. FULL-YEAR GUIDANCE

     DIRECTV U.S.  Operating Profit before  Depreciation  and Amortization  More
Than  Doubles to Record $325 Million and  Operating  Profit More Than Triples to
$201 Million;

     DIRECTV U.S. Attains Net Owned and Operated Subscriber Additions of 181,000

     El  Segundo,  Calif.,  July  16,  2003 --  Hughes  Electronics  Corporation
("HUGHES"),  a  world-leading  provider  of  digital  television  entertainment,
broadband   satellite   networks  and  services,   and  global  video  and  data
broadcasting, today reported that second quarter 2003 revenues increased 8.1% to
$2,370.7  million  compared with $2,192.3 million in the second quarter of 2002.
Operating  profit  before  depreciation  and  amortization/1/  for  the  quarter
increased  167.0% to $404.7  million and  operating  profit  increased to $140.0
million compared with operating  profit before  depreciation and amortization of
$151.6  million  and an  operating  loss of $98.7  million in the same period of
2002.  In addition,  HUGHES had second  quarter 2003 net income of $21.6 million
compared to a net loss of $155.1 million in the same period of 2002.

     "Continued  strong  performance by our DIRECTV U.S.  business drove HUGHES'
revenues and operating profit before depreciation and amortization growth in the
quarter," said Jack A. Shaw, HUGHES' president and chief executive officer.  "In
particular, DIRECTV U.S. achieved revenue growth of over 16% to $1.8 billion and
more than doubled its operating  profit before  depreciation and amortization to
an  all-time  record of $325  million  in the  quarter.  These  results  reflect
continued solid subscriber  growth including 181,000 net additions in the second
quarter,  a $2.80 increase in ARPU - or average monthly revenue per subscriber -
to  nearly  $61,  and  significant  improvement  in  operating  profit  margins.
Primarily due to these strong  results,  we are  increasing  both the HUGHES and
DIRECTV  U.S.  full year 2003  guidance  for revenue,  operating  profit  before
depreciation and amortization, operating profit and cash flow."

     Shaw added,  "Hughes Network Systems, or HNS, also contributed to growth in
both our revenue and operating  profit before  depreciation  and amortization in
the quarter due to solid performance in their set-top box and broadband consumer
businesses.   The  revenue  and  operating   profit  before   depreciation   and
amortization  comparison  in the  quarter was also  impacted  by the  additional
revenues  generated and losses recognized in 2002 from the World Cup programming
provided by DIRECTV Latin America."

     Shaw  finished,  "Over the past two  years,  we have  executed  on a growth
strategy  that focuses on cost  management  and cash flow,  and as a result,  we
reached  another  important  milestone  in the  quarter:  net  income.  In fact,
excluding  one-time gains related to the sale of  businesses,  this is the first
time since early 1999 that HUGHES has generated net income. In addition,  HUGHES
generated positive cash flow for the second consecutive quarter."

     HUGHES had second  quarter 2003 net income of $21.6  million  compared to a
net loss of  $155.1  million  in the same  period  of 2002.  This  increase  was
principally  due to an increase in operating  profit driven by the DIRECTV U.S.,
DIRECTV Latin America and HNS operational  improvements  mentioned above,  lower
interest  expense  primarily  related  to a charge  of $47  million  for  losses
associated  with the final  settlement  of a  contractual  dispute  with General
Electric  Capital  Corporation  ("GECC") in 2002 and lower net losses at DIRECTV
Broadband,  now accounted for as a discontinued operation due to its shutdown on
February  28,  2003.  These  improvements  were  partially  offset by income tax
expense in the second quarter of 2003 compared with an income tax benefit in the
same period of 2002 due primarily to HUGHES generating pre-tax income instead of
pre-tax losses. Also impacting the second quarter of 2002 was a $37 million gain
resulting from the favorable  resolution of remaining  contingencies  associated
with the exit from the DIRECTV Japan business (recorded in Other, net).

                                       21

<PAGE>


     ***Based  upon  recent  SEC  guidance  and to  improve  the  clarity of its
earnings releases,  HUGHES will no longer use the acronym previously referred to
as "EBITDA" or "earnings before interest,  taxes, depreciation and amortization"
and instead will now use the phrase  "operating  profit before  depreciation and
amortization."  This is a change in name only and HUGHES has not changed the way
it  calculates  current or prior  results  for this  financial  measure.  HUGHES
believes  operating profit before  depreciation and amortization is a measure of
performance used by some investors,  equity analysts and others to make informed
investment  decisions.  HUGHES'  management  and  its  board  of  directors  use
operating profit before  depreciation and amortization to evaluate the operating
performance of HUGHES and its business segments, as a measure of performance for
incentive compensation purposes, and for other purposes discussed in footnote 1,
below.  HUGHES  reconciles  this  non-GAAP  measure to  operating  profit in the
schedule  below  titled  Non-GAAP  Financial  Reconciliation  Schedule.   HUGHES
calculates  "cash  flow"  as the  sum of the  GAAP  measures  "cash  flows  from
operating activities" and "cash flows from investing activities."***

                           SIX-MONTH FINANCIAL REVIEW

     For the first half of 2003,  revenues  increased 9.0% to $4,598.0  million,
compared  to  $4,217.1  million  in the  first  half  of 2002  primarily  due to
continued  subscriber growth and higher ARPU at DIRECTV U.S. and increased sales
of  set-top  boxes at HNS,  partially  offset by higher  DIRECTV  Latin  America
revenues in 2002 associated with the World Cup programming services and a larger
sub-base, and further devaluations in 2003 to several Latin American currencies.

     Operating  profit before  depreciation  and  amortization for the first six
months of 2003 was $709.7 million and operating  profit before  depreciation and
amortization margin was 15.4%,  compared to operating profit before depreciation
and amortization of $316.1 million and operating profit before  depreciation and
amortization  margin of 7.5% in the first half of 2002.  The 124.5%  increase in
operating profit before  depreciation  and  amortization  and the  corresponding
increase in margin were primarily  attributable  to the additional  gross profit
gained from the DIRECTV U.S.  revenue growth,  reduced losses from the World Cup
programming at DIRECTV Latin America and improved  efficiencies  associated with
HNS'  larger  residential  and small  office/home  office  ("SOHO")  DIRECWAY(R)
subscriber  base. Also impacting the 2002 operating  profit before  depreciation
and  amortization  results  was a  charge  of $48  million  related  to the GECC
settlement and a $95 million one-time gain based on the favorable  resolution of
a lawsuit filed against the U.S.  government on March 22, 1991.  The lawsuit was
based upon the National Aeronautics and Space  Administration's  ("NASA") breach
of contract to launch ten satellites on the Space Shuttle.

     HUGHES'  operating  profit  for the  first six  months  of 2003 was  $181.9
million  compared with an operating  loss of $186.4 million in the first half of
2002. The improvement was due to the higher operating profit before depreciation
and  amortization  partially  offset by  higher  depreciation  and  amortization
expense,  particularly  at  DIRECTV  U.S.  resulting  from the launch of two new
satellites and additional infrastructure expenditures made during the last year.

     For the first six months of 2003,  HUGHES  had a net loss of $29.3  million
compared  to a net loss of  $992.8  million  in the  same  period  of 2002.  The
improvement  was primarily due to a first  quarter 2002 charge  associated  with
HUGHES'  adoption of Statement of Financial  Accounting  Standards  ("SFAS") No.
142,  "Goodwill  and Other  Intangible  Assets" of $681.3  million,  recorded as
"Cumulative effect of accounting change, net of taxes." Also contributing to the
change was the  improved  2003  operating  profit  discussed  above,  a 2002 net
interest expense charge of $74 million related to the GECC settlement and higher
losses in 2002 at DIRECTV Broadband. These improvements were partially offset by
the higher  income  tax  benefit  generated  in 2002  resulting  from the larger
pre-tax loss.

                  SEGMENT FINANCIAL REVIEW: SECOND QUARTER 2003

                            Direct-To-Home Broadcast

     Second  quarter 2003  revenues for the segment  increased  9.4% to $1,943.1
million from  $1,776.3  million in the second  quarter of 2002.  The segment had
operating profit before depreciation and amortization of $299.4 million compared
with operating  profit before  depreciation and amortization of $60.5 million in
the second quarter of 2002.  Operating profit for the segment was $129.9 million
in the second  quarter of 2003 compared to an operating loss of $85.2 million in
the same period of 2002.

     Also,  on February 28, 2003,  HUGHES  completed the shutdown of the DIRECTV
DSL/TM/  service.  DIRECTV  Broadband  is now  accounted  for as a  discontinued
operation in the consolidated  financial statements and its revenues,  operating
costs and  expenses,  and  non-operating  results are no longer  included in the
Direct-To-Home Broadcast segment for the periods presented.

                                       22

<PAGE>

     United   States/2/:   Excluding   subscribers   in   the   National   Rural
Telecommunications Cooperative ("NRTC") territories,  DIRECTV U.S. added 633,000
gross subscribers and after accounting for churn, 181,000 net subscribers in the
quarter.  DIRECTV U.S. owned and operated subscribers totaled 9.95 million as of
June 30, 2003,  10.7% more than the 8.99 million  cumulative  subscribers  as of
June 30, 2002.  For the second  quarter of 2003, the total number of subscribers
in  NRTC  territories  fell  by  45,000,  reducing  the  total  number  of  NRTC
subscribers as of June 30, 2003, to 1.61 million.  As a result, the DIRECTV U.S.
platform ended the quarter with 11.56 million total subscribers.

     DIRECTV U.S. reported quarterly  revenues of $1,800.2 million,  an increase
of 16.2% from last year's  second  quarter  revenues of  $1,549.6  million.  The
increase was  primarily  due to continued  strong  subscriber  growth as well as
higher  ARPU.  ARPU  increased  approximately  $2.80 to  $60.90  in the  quarter
primarily due to a March 2003 price increase,  increased  customer  purchases of
local  channels,  as well as  additional  fees  from  the  increased  number  of
customers that have multiple set-top receivers.

     Operating  profit  before  depreciation  and  amortization  for the  second
quarter  of 2003  more than  doubled  to a record  $324.8  million  compared  to
operating profit before  depreciation and amortization of $156.6 million in last
year's  second  quarter.  The 107.4%  increase was due to the  additional  gross
profit  gained from the  DIRECTV  U.S.  increased  revenue,  an improved  mix of
higher-margin  revenues  primarily  related to increased  sales of local channel
packages and fees from customers that have multiple set-top  receivers,  and the
favorable impact from a continued emphasis on cost management.

     Operating profit in the quarter  increased to $200.7 million compared to an
operating  profit of $60.6 million in the second  quarter of 2002.  The improved
operating profit was primarily due to the reasons discussed above for the change
in operating profit before  depreciation  and  amortization  partially offset by
increased  depreciation and  amortization  related to the launch of DIRECTV 5 in
May of 2002, and  additional  infrastructure  expenditures  made during the last
year.

     Latin America: On March 18, 2003, DIRECTV Latin America, LLC announced that
in order  to  aggressively  address  the  company's  financial  and  operational
challenges,  it had filed a voluntary petition for reorganization  under Chapter
11 of the U.S.  Bankruptcy  Code.  The  filing  applies  only to  DIRECTV  Latin
America,  LLC,  a U.S.  company,  and  does  not  include  any of its  operating
companies in Latin America and the Caribbean. DIRECTV Latin America, LLC and its
operating companies are continuing regular operations.

     The DIRECTV  service in Latin  America lost 35,000 net  subscribers  in the
second  quarter of 2003  primarily due to the negative  market impact related to
the Chapter 11 reorganization  and the economic turmoil in Venezuela.  The total
number  of  DIRECTV  subscribers  in  Latin  America  as of June 30,  2003,  was
approximately  1,493,000  compared  to  about  1,669,000  as of June  30,  2002,
representing a decline of approximately 10.5%.

     Revenues for DIRECTV Latin America  declined to $143 million in the quarter
from $227 million in the second quarter of 2002 primarily due to the higher 2002
revenues generated from the World Cup soccer tournament,  the devaluation of the
Venezuelan  and Mexican  currencies  over the past year,  as well as the reduced
number of subscribers.

     DIRECTV Latin America  recorded an operating loss before  depreciation  and
amortization of $29 million in the quarter  compared to an operating loss before
depreciation  and  amortization  of $99 million in the same period of 2002.  The
operating  loss in the quarter was $74 million  compared to an operating loss of
$148 million in the second  quarter of 2002.  The smaller  operating loss before
depreciation and amortization and lower operating loss were primarily due to the
$75  million  loss  associated  with the World Cup in 2002 and  aggressive  cost
cutting over the past year including  programming cost reductions resulting from
the  rejection  of  certain   contracts  in  connection   with  the  Chapter  11
reorganization,  partially  offset by a decline in gross  profit  related to the
lower revenues.

                                       23
<PAGE>

                               Satellite Services

     PanAmSat  Corporation  ("PanAmSat"),  which is  approximately  81%-owned by
HUGHES,  generated  second quarter 2003 revenues of $203.5 million compared with
$209.3  million in the same period of the prior year. The decrease was primarily
due to higher  occasional-use  revenues  booked in 2002 related to the World Cup
partially offset by additional  revenues  recorded in 2003 related to PanAmSat's
new G2 Satellite Solutions  division,  which was formed after the acquisition of
Hughes Global Services on March 7, 2003.

     Operating  profit before  depreciation and amortization for the quarter was
$149.3 million and operating profit before  depreciation and amortization margin
was  73.4%,   compared  with  second  quarter  2002   operating   profit  before
depreciation  and  amortization  of $150.7  million and operating  profit before
depreciation and amortization  margin of 72.0%. The decrease in operating profit
before  depreciation  and  amortization was primarily due to the lower revenues,
partially offset by improved operational efficiencies.

     PanAmSat generated  operating profit of $74.4 million in the second quarter
of 2003  compared with  operating  profit of $61.0 million in the same period of
2002.  The improved  operating  profit was  primarily  due to reduced  satellite
depreciation   expense   partially   offset  by  the  operating   profit  before
depreciation and amortization changes discussed above.

     As of  June  30,  2003,  PanAmSat  had  contracts  for  satellite  services
representing  future payments (backlog) of approximately  $5.30 billion compared
to approximately $5.46 billion at the end of the first quarter of 2003.

                                 Network Systems

     HNS generated  second quarter 2003 revenues of $299.6 million compared with
$254.4 million in the second quarter of 2002. The increase was  principally  due
to higher sales of  DIRECTV(R)  receiver  systems and  revenues  from the larger
DIRECWAY  residential  and SOHO  subscriber  base. HNS shipped  750,000  DIRECTV
receiver  systems in the second quarter of 2003 compared to 512,000 units in the
same  period  last  year.  Additionally,  as of  June  30,  2003,  DIRECWAY  had
approximately 166,000 residential and SOHO subscribers in North America compared
to 123,000 one year ago, representing an increase of approximately 35.0%.

     HNS reported an operating loss before depreciation and amortization of $9.2
million  compared to an operating loss before  depreciation  and amortization of
$27.0 million in the second  quarter of 2002.  The operating loss in the quarter
was $29.8 million  compared to an operating  loss of $43.6 million in the second
quarter of 2002. The smaller operating loss before depreciation and amortization
and  operating  loss  was  primarily  attributable  to a  smaller  loss  in  the
residential and SOHO DIRECWAY business due to improved  efficiencies  associated
with the larger  subscriber  base,  and  increased  revenues  and margins in the
set-top box business.

                                       24

<PAGE>


                                  BALANCE SHEET

     From December 31, 2002, to June 30, 2003, the company's  consolidated  cash
balance increased  $2,056.8 million to $3,185.4 million and total debt increased
$1,891.0 million to $5,008.8 million. These changes resulted in a decline in net
debt  of  $165.8  million  to  $1,823.4  million.  Net  debt is  defined  as the
difference  between the  consolidated  cash  balance and the  consolidated  debt
balance of HUGHES.  The  change in net debt was  primarily  driven by the strong
operational performance at DIRECTV U.S.

     In the first  quarter of 2003,  DIRECTV U.S.  completed  several  financing
transactions.  On February 28,  DIRECTV U.S.  closed a $1.4 billion senior notes
offering. The $1.4 billion senior notes were offered in a Rule 144A / Regulation
S private  placement and bear interest at an 8.375 percent annual rate,  payable
semi-annually.  The notes will mature on March 15, 2013,  and are callable on or
after March 15, 2008.  The notes are guaranteed by all of DIRECTV U.S.' domestic
subsidiaries.  On March 6, DIRECTV U.S. closed senior secured credit  facilities
totaling  $1.675  billion.  The facilities  consist of a $250 million  five-year
revolving  credit  facility,  a $375 million  five-year  Term A loan and a $1.05
billion  seven-year Term B loan. The Term A loan includes a $200 million delayed
draw component. The facilities are secured by substantially all of DIRECTV U.S.'
assets  and  are  guaranteed  by all of  DIRECTV  U.S.'  domestic  subsidiaries.
Approximately  $2.56  billion  of  the  proceeds  from  the  financings,   after
transaction  fees,  were  distributed to HUGHES and used by HUGHES to repay $506
million of  outstanding  short-term  debt.  These  proceeds are expected to fund
HUGHES'  business plan through  projected  cash flow  breakeven and fund HUGHES'
other corporate purposes.

     As announced on July 15, HUGHES and The Boeing Company reached an agreement
whereby HUGHES will pay Boeing $360 million to settle the  outstanding  purchase
price  adjustment  disputes  arising from Boeing's  October 2000  acquisition of
HUGHES' satellite manufacturing  operations.  The payment will be made to Boeing
in the month of July, 2003.

     Also  subsequent  to the  end of the  second  quarter,  on July  14,  2003,
PanAmSat  made an optional  prepayment  of $350 million  under its $1.25 billion
credit facility from available cash on hand due to strong financial  performance
over the past year. The prepayment was applied pro rata against  PanAmSat's Term
Loan A and Term Loan B. PanAmSat  maintains a cash position of over $500 million
and an unused credit line of an additional $250 million.

     Hughes Electronics Corporation is a unit of General Motors Corporation. The
earnings  of HUGHES  are used to  calculate  the  earnings  attributable  to the
General Motors Class H common stock (NYSE:GMH).

     A live  webcast  of  HUGHES'  second  quarter  2003  earnings  call will be
available on the  company's  website at  www.hughes.com.  The call will begin at
2:00 p.m.  ET,  today.  The dial in number for the call is (913)  981-5517.  The
webcast  will be  archived  on the  Investor  Relations  portion of the  HUGHES'
website  and  a  replay  of  the  call  will  be  available   (dial  in  number:
719-457-0820,  code:  493096)  beginning  at 7:00 p.m. ET on  Thursday,  July 17
through Tuesday, July 22, at 1:00 a.m. ET.





                                       25

<PAGE>


                                HUGHES FINANCIAL GUIDANCE

                                            Third Quarter       Prior Full Year
                                            -------------       ---------------

                                               2003                2003
                                               ----                ----
HUGHES
   Revenues ................................   ~$2.45B          $9.5 - 9.6B
   Operating profit before depreciation
     and amortization ......................   $300 - 350M      1.15 -1.2B
   Operating profit/a/ .....................   $0 - 50M         $50 - 100M
   Cash Flow/b/ ............................   N/A              ~$(200)M

DIRECTV U.S. ...............................
   Revenues ................................   ~$1,875M         ~$7.3B
   Operating profit before depreciation
     and amortization ......................   $225 - 250M      ~$900M
   Operating profit ........................   $90 - 115M       ~$375M
   Net subscriber adds/c/ ..................   N/A              800 - 850K

DIRECTV Latin America ......................
   Revenues ................................   $140 - 160M      $550 - 600M
   Operating loss before depreciation
     and amortization ......................   $(20) - (30)M    $(50)- (75)M
   Operating loss ..........................   $(80) - (100)M   $(250) - (275)M

Hughes Network Systems
   Revenues ................................   $280 - 310M      $1.1 - 1.2B
   Operating profit (loss) before
     depreciation and amortization .........   $(5) - 5M        Breakeven
   Operating loss ..........................   $(15) - (25)M    $(65) - (75)M

PanAmSat
   Revenues ................................   $205 - 215M      $800 - 840M/d/
   New outright sales and
     sales-type leases .....................   None             None/d/
   Operating profit before depreciation
     and amortization ......................   $145 - 155M      $580 - 600M/d/
   Operating profit/a/ .....................   $65 - 85M        $250 - 300M/d/
                                             Revised Full Year

                                                                2003
                                                                ----
HUGHES
   Revenues........................................          $9.7 - 9.8B
   Operating profit before depreciation
     and amortization..............................         $1.25 - 1.35B
   Operating profit/a/.............................          $125 - 225M
   Cash Flow/b/....................................          $100 - 200M

DIRECTV U.S.
   Revenues........................................             ~$7.5B
   Operating profit before depreciation
     and amortization..............................             ~$1.0B
   Operating profit................................             ~$475M
   Net subscriber adds/c/..........................             ~900K

DIRECTV Latin America.
   Revenues........................................           No Change
   Operating loss before depreciation
      and amortization.............................         $(90) - (110)M
   Operating loss..................................        $(310) - (330)M

Hughes Network Systems
   Revenues........................................           No Change
   Operating profit (loss) before
     depreciation and amortization.................           No Change
   Operating loss..................................           No Change

PanAmSat
   Revenues........................................           No Change
   New outright sales and sales-type
     leases........................................           No Change
   Operating profit before depreciation
     and amortization..............................           No Change
   Operating profit/a/.............................           No Change

a  Excludes the potential impact associated with the Galaxy IVR and PAS VIB
   anomalies as discussed in PanAmSat's Form-8K filing on 7/11/03.
b  Defined as "cash flows from operating activities" less "cash flows from
   investing activities".
c  Excludes subscribers in NRTC territories.
d  Includes Hughes Global  Services,  which was formerly  included in HUGHES'
   consolidated guidance.

                                       26

<PAGE>

<TABLE>
                       NON-GAAP FINANCIAL RECONCILIATION SCHEDULE*

<CAPTION>
                                                      Second        Second
                                                   Quarter 2003   Quarter 2002    Third Quarter
                                                      Actual        Actual        2003 Guidance
                                                      ------        ------        -------------
<S>                                                  <C>           <C>           <C>
HUGHES
   Operating profit/(loss) ........................   $140.0M       $(98.7)M       $0 - 50M
   Plus: depreciation & amortization (D&A).........   $264.7M       $250.3M         ~$300M
                                                      -------        -------        -------
   Operating profit before depreciation and
     amortization .................................   $404.7M       $151.6M        $300 - 350M
                                                      =======        ======         ==========

DIRECTV U.S. ......................................
   Operating profit ...............................   $200.7M       $60.6M         $90 - 115M
   Plus: D&A ......................................   $124.1M       $96.0M         ~$135M
                                                      ------        ------          ---------
   Operating profit before D&A ....................   $324.8M       $156.6M        $225 - 250M
                                                      =======        ======         ==========
DIRECTV Latin America
   Operating loss .................................   $(74)M        $(148)M        $(80) - (100)M
   Plus: D&A ......................................   $45M          $49M           $60 - 70M
                                                      ------        ------          ---------
   Operating loss before D&A ......................   $(29)M        $(99)M         $(20) - (30)M
                                                      =======        ======         ==========
Hughes Network Systems
   Operating loss .................................   $(29.8)M      $(43.6)M       $(15) - (25)M
   Plus: D&A ......................................   $20.6 M       $16.6M         ~$20M
                                                      ------        ------          ---------
   Operating profit (loss) before D&A..............   $(9.2) M      $(27.0)M       $(5) - 5M
                                                      =======        ======         ==========
PanAmSat
   Operating profit ...............................   $74.4M        $61.0M         $65 - 85M
   Plus: D&A ......................................   $74.9M        $89.7M         $70 - 80M
                                                      ------        ------          ---------
   Operating profit before D&A ....................   $149.3M       $150.7M        $145 - 155M
                                                      =======        ======         ==========
</TABLE>


                                            Prior Full Year   Revised Full Year
                                             2003 Guidance      2003 Guidance
                                             -------------      -------------

HUGHES
   Operating profit/(loss) .................   $50 - 100M        $125 - 225M
   Plus: depreciation & amortization (D&A) .   ~$1.1B            $1.125B
                                               -----------       -----------
   Operating profit before depreciation and
     amortization ..........................   $1.15 - 1.2B      $1.25 - 1.35B
                                               ============      =============

DIRECTV U.S. ...............................
   Operating profit ........................   ~$375M            ~$475M
   Plus: D&A ...............................   ~$525M            ~$525M
                                               -----------       -----------
   Operating profit before D&A .............   ~$900M            ~$1,000M
                                               ============      =============
DIRECTV Latin America
   Operating loss ..........................   $(250) - (275)M   $(310) - (330)M
   Plus: D&A ...............................   ~$200M            ~$220M
                                               -----------       --------------
   Operating loss before D&A ...............   $(50) - (75)M     $(90) - (110)M
                                               ============      ==============
Hughes Network Systems
   Operating loss ..........................   $(65) - (75)M     $(65) - (75)M
   Plus: D&A ...............................   $65 - 75M         $65 - 75M
                                               -------------     -------------
   Operating profit (loss) before D&A ......      ~$0               ~$0

PanAmSat
   Operating profit ........................   $250 -300M        $250 - 300M
   Plus: D&A ...............................   $300 - 330M       $300 - 330M
                                               -----------       -----------
   Operating profit before D&A .............   $580 - 600M       $580 - 600M
                                               ===========       ===========


                                                  Six months       Six months
                                                     ended           ended
                                                 June 30, 2003    June 30, 2002
                                                     Actual           Actual
                                                     ------           ------
HUGHES
   Operating profit/(loss)......................    $181.9M         $(186.4)M
   Plus: Depreciation & Amortization (D&A)......    $527.8M          $502.5M
                                                    -------           -------
   Operating profit before depreciation
     and amortization............................   $709.7M          $316.1M
                                                    =======           =======

* Additional DIRECTV U.S. non-GAAP  financial  reconciliation is included with
the DIRECTV U.S. stand-alone financial statements included in this earnings
release.

                                       27
<PAGE>


     (1) Operating profit (loss) before depreciation and amortization,  which is
a non-GAAP  financial  measure,  can be calculated  by adding  amounts under the
caption  "Depreciation  and  amortization"  to  "Operating  Profit  (Loss)",  as
presented in the  Consolidated  Statements of Operations and Available  Separate
Consolidated Net Income (Loss).  This measure should be used in conjunction with
other GAAP financial measures and is not presented as an alternative  measure of
operating  results,  as  determined  in accordance  with  accounting  principles
generally  accepted in the United States of America.  Hughes' management and its
Board of Directors use operating profit before  depreciation and amortization to
evaluate  the  operating  performance  of Hughes and its business  segments,  to
allocate  resources  and capital to its  business  segments  and as a measure of
performance for incentive  compensation  purposes.  Hughes' management also uses
this metric to measure income  generated from  operations  that could be used to
fund  capital  expenditures,  service  debt,  or  pay  taxes.  Depreciation  and
amortization  expense  primarily  represents an allocation to current expense of
the cost of historical capital  expenditures and for intangible assets resulting
from  prior   business   acquisitions.   To  compensate  for  the  exclusion  of
depreciation  and amortization  from operating  profit,  Hughes'  management and
Board of Directors  separately  measure and budget for capital  expenditures and
business acquisitions.

     Hughes believes this measure is useful to investors,  along with other GAAP
measures (such as revenues, operating profit and net income), to compare Hughes'
operating performance to other  communications,  entertainment and media service
providers.  Hughes  believes that investors use current and projected  operating
profit before  depreciation  and  amortization  and similar measures to estimate
Hughes' current or prospective  enterprise value and make investment  decisions.
This  metric  provides  investors  with a means  to  compare  operating  results
exclusive of depreciation and amortization.  Hughes' management believes this is
useful given the significant  variation in depreciation and amortization expense
that can result from the timing of capital  expenditures,  the capitalization of
intangible  assets in  purchase  accounting,  potential  variations  in expected
useful lives when compared to other companies and periodic  changes to estimated
useful lives.

     Operating profit before  depreciation and amortization margin is calculated
by dividing  operating  profit before  depreciation  and  amortization  by total
revenues.

     (2) The discussion of financial  results for DIRECTV U.S.  reflects amounts
included in the stand-alone  financial  statements of DIRECTV  Holdings LLC that
are included later in this earnings  release.  HUGHES  records  certain items as
corporate  expenses  in HUGHES  consolidated  financial  statements  pursuant to
Statement of Financial  Accounting Standards No. 131, "Disclosure about Segments
of  an  Enterprise  and  Related  Information."  Generally  accepted  accounting
principles  also  require  these  expenses to be  reflected  in the  stand-alone
financial  statements  of DIRECTV  Holdings  LLC. As a result,  the DIRECTV U.S.
operating  profit before  depreciation  and  amortization  and operating  profit
results  include  approximately  $3 million and $4 million of pension expense in
the second  quarter of 2002 and 2003,  respectively,  which  HUGHES  includes in
"Eliminations  and Other" for segment  reporting  purposes  in its  consolidated
statements.

     NOTE: This release may contain certain statements that Hughes believes are,
or may be considered to be, "forward-looking  statements," within the meaning of
various provisions of the Securities Act of 1933 and of the Securities  Exchange
Act of 1934. These forward-looking statements generally can be identified by use
of statements that include phrases such as we "believe," "expect," "anticipate,"
"intend,"  "plan,"  "foresee"  or other  similar  words or  phrases.  Similarly,
statements that describe our objectives, plans or goals also are forward-looking
statements. All of these forward-looking statements are subject to certain risks
and  uncertainties  that could cause Hughes' actual results to differ materially
from  historical  results or from  those  expressed  or implied by the  relevant
forward-looking statement. Risk factors which could cause actual performance and
future actions to differ materially from forward-looking  statements made herein
include, but are not limited to, economic conditions,  product demand and market
acceptance,  government action,  local political or economic  developments in or
affecting countries where Hughes has operations,  including political,  economic
and social  uncertainties  in many Latin  American  countries in which the Latin
America DIRECTV  businesses  operate,  potential  adverse effects of the DIRECTV
Latin America, LLC Chapter 11 bankruptcy proceedings,  foreign currency exchange
rates,  ability to obtain  export  licenses,  competition,  the outcome of legal
proceedings,  ability  to achieve  cost  reductions,  ability to timely  perform
material  contracts,  ability to renew  programming  contracts  under  favorable
terms,  technological risk,  limitations on access to distribution channels, the
success  and  timeliness  of  satellite   launches,   in-orbit   performance  of
satellites,  loss of  uninsured  satellites,  ability  of  customers  to  obtain
financing,   Hughes'  ability  to  access  capital  to  maintain  its  financial
flexibility  and the effects of the  strategic  transactions  that GM and Hughes
have entered into with News Corporation.

                                       ###

                                       28

<PAGE>
<TABLE>

HUGHES ELECTRONICS CORPORATION
CONSOLIDATED  STATEMENTS OF  OPERATIONS  AND
AVAILABLE  SEPARATE  CONSOLIDATED  NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited)
<CAPTION>

                                                    Three Months            Six Months
                                                    Ended June 30,         Ended June 30,
                                                    --------------         --------------
                                                   2003       2002        2003        2002
                                                   ----       ----        ----        ----
Revenues.
<S>                                            <C>        <C>         <C>         <C>
Direct broadcast, leasing and other services   $2,186.1   $1,986.6    $4,267.9    $3,831.2
Product sales ..............................      184.6     205.7        330.1       385.9
                                                  -----     -----        -----       -----

Total Revenues .............................    2,370.7    2,192.3     4,598.0     4,217.1
                                                =======    =======     =======     =======

Operating Costs and Expenses, Exclusive of
  Depreciation and Amortization
  Expenses Shown Separately Below
Broadcast programming and other costs ......    1,075.3    1,080.1     2,137.0     1,985.8
Cost of products sold ......................      169.8      184.7       312.8       357.7
Selling, general and administrative expenses      720.9      775.9     1,438.5     1,557.5
Depreciation and amortization ..............      264.7      250.3       527.8       502.5
                                                  -----      -----       -----       -----

Total Operating Costs and Expenses .........    2,230.7    2,291.0     4,416.1     4,403.5
                                                =======    =======     =======     =======

Operating Profit (Loss) ....................      140.0      (98.7)      181.9      (186.4)
Interest income ............................       15.7        7.4        21.9        11.7
Interest expense ...........................      (84.2)    (121.4)     (164.7)     (197.7)
Reorganization expense .....................       (4.1)        --       (11.0)         --
Other, net .................................      (10.5)       8.9       (38.6)      (32.7)
                                                  -----        ---       -----       -----

Income (Loss) From Continuing Operations
  Before Income Taxes, Minority
  Interests and Cumulative Effect
  of Accounting Change .....................       56.9     (203.8)      (10.5)     (405.1)
Income tax (expense) benefit ...............      (20.5)      77.5         3.7       154.0
Minority interests in net earnings
  of subsidiaries ..........................       (7.4)      (3.5)      (14.8)      (10.2)
                                                   ----       ----       -----       -----

Income (loss) from continuing operations
  before cumulative effect of accounting
  change ...................................       29.0     (129.8)      (21.6)     (261.3)
Loss from discontinued operations,
  net of taxes .............................       (7.4)     (25.3)       (7.7)      (50.2)

Income (loss) before cumulative
  effect of accounting change ..............       21.6     (155.1)      (29.3)     (311.5)
Cumulative effect of accounting
  change, net of taxes .....................         --         --          --      (681.3)
                                                   ----       ----       -----       -----

Net Income (Loss) ..........................       21.6     (155.1)      (29.3)     (992.8)
Preferred stock dividends ..................         --      (22.8)         --       (46.9)

Earnings (Loss) Used for Computation of
  Available Separate Consolidated Net
  Income (Loss) ............................      $21.6    $(177.9)     $(29.3)  $(1,039.7)
                                                  -----    -------      ------   ---------


Available Separate Consolidated
  Net Income (Loss)
Average number of shares of General
   Motors Class H Common Stock
   outstanding (in millions) (Numerator) ...    1,107.8      884.0     1,048.8       880.8
Average Class H dividend base
   (in millions) (Denominator) .............    1,382.1    1,307.6     1,382.0     1,304.4
Available Separate Consolidated
   Net Income (Loss) .......................      $17.3    $(120.3)     $(22.2)    $(702.1)
                                                  =====    =======      ======     =======
</TABLE>

                                       29

<PAGE>


HUGHES ELECTRONICS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)

                                               June 30,
                                                 2003       December 31,
                                               Unaudited)      2002
                                               ----------      ----

ASSETS.
Current Assets.
Cash and cash equivalents....................    $3,185.4   $1,128.6
Accounts and notes receivable, n
  net of allowances of $115.9 and $102.4.....     1,061.6    1,133.9
Contracts in process.........................       117.6      165.9
Inventories..................................       297.3      230.3
Deferred income taxes........................        88.7       97.7
Prepaid expenses and other...................       825.4      900.0
                                                    -----      -----

Total Current Assets.........................     5,576.0    3,656.4
Satellites, net..............................     4,892.4    4,922.6
Property, net................................     1,906.4    2,017.4
Goodwill, net................................     5,777.5    5,775.2
Intangible Assets, net.......................       607.7      644.7
Net Investment in Sales-type Leases..........       149.6      161.9
Investments and Other Assets.................       757.4      706.9
                                                    -----      -----

Total Assets.................................   $19,667.0  $17,885.1
                                                =========  =========


LIABILITIES AND STOCKHOLDER'S EQUITY.
Current Liabilities
Accounts payable.............................    $1,021.7   $1,039.0
Deferred revenues............................       156.6      166.4
Short-term borrowings and current
  portion of long-term debt..................        62.7      727.8
Accrued liabilities and other................     1,320.8    1,269.9
                                                  -------    -------

Total Current Liabilities....................     2,561.8    3,203.1
Long-Term Debt...............................     4,946.1    2,390.0
Other Liabilities and Deferred Credits.......     1,094.3    1,178.4
Deferred Income Taxes........................       512.3      581.2
Commitments and Contingencies
Minority Interests...........................       576.7      555.3
Stockholder's Equity.........................     9,975.8    9,977.1
                                                  -------    -------

Total Liabilities and Stockholder's Equity...   $19,667.0  $17,885.1
                                                =========  =========


Holders of GM Class H common stock have no direct rights in the equity or assets
of Hughes,  but rather  have  rights in the equity and assets of General  Motors
(which includes 100% of the stock of Hughes).

                                       30

<PAGE>

<TABLE>

HUGHES ELECTRONICS CORPORATION
SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)
<CAPTION>

                                              Three Months              Six Months
                                             Ended June 30,           Ended June 30,
                                             --------------           --------------
                                            2003        2002         2003         2002
                                            ----        ----         ----         ----
DIRECT-TO-HOME BROADCAST
<S>                                    <C>          <C>          <C>          <C>
Total Revenues .....................   $1,943.1     $1,776.3     $3,791.0     $3,406.7
Operating Profit Before Depreciation
  and Amortization (1) .............      299.4         60.5        510.7         39.6
Operating Profit Before Depreciation
   and Amortization Margin (1) .....       15.4%         3.4%        13.5%         1.2%
Operating Profit (Loss) ............     $129.9       $(85.2)      $168.2      $(249.2)
Operating Profit Margin ............        6.7%         N/A          4.4%         N/A
Depreciation and Amortization ......     $169.5       $145.7       $342.5       $288.8
Capital Expenditures ...............       65.6        140.0        138.8        264.6
                                           ----        -----        -----        -----

SATELLITE SERVICES
Total Revenues .....................     $203.5       $209.3       $403.3       $416.4
Operating Profit Before Depreciation
 and Amortization (1) ..............      149.3        150.7        297.9        301.8
Operating Profit Before Depreciation
  and Amortization Margin (1) ......       73.4%        72.0%        73.9%        72.5%
Operating Profit ...................      $74.4        $61.0       $150.7       $118.1
Operating Profit Margin ............       36.6%        29.1%        37.4%        28.4%
Depreciation and Amortization ......      $74.9        $89.7       $147.2       $183.7
Capital Expenditures ...............       21.7        109.5         54.8        183.5
                                           ----        -----         ----        -----

NETWORK SYSTEMS ....................
Total Revenues .....................     $299.6       $254.4       $547.0       $497.2
Operating Loss Before Depreciation
  and Amortization (1) .............       (9.2)       (27.0)       (31.4)       (57.5)
Operating Loss .....................      (29.8)       (43.6)       (69.6)       (92.1)
Depreciation and Amortization ......       20.6         16.6         38.2         34.6
Capital Expenditures ...............       55.3         87.8        109.4        216.1
                                           ----         ----        -----        -----

ELIMINATIONS and OTHER
Total Revenues .....................     $(75.5)      $(47.7)     $(143.3)     $(103.2)
Operating Profit (Loss) Before
  Depreciation and Amortization (1)       (34.8)       (32.6)       (67.5)        32.2
Operating Profit (Loss) ............      (34.5)       (30.9)       (67.4)        36.8
Depreciation and Amortization ......       (0.3)        (1.7)        (0.1)        (4.6)
Capital Expenditures ...............       29.3         13.1         56.4         32.1
                                           ----         ----         ----         ----

TOTAL ..............................
Total Revenues .....................   $2,370.7     $2,192.3     $4,598.0     $4,217.1
Operating Profit Before
  Depreciation and Amortization (1)       404.7        151.6        709.7        316.1
Operating Profit Before Depreciation
  and Amortization Margin (1) ......       17.1%         6.9%        15.4%         7.5%
Operating Profit (Loss) ............     $140.0       $(98.7)      $181.9      $(186.4)
Operating Profit Margin ............        5.9%         N/A          4.0%         N/A
Depreciation and Amortization ......     $264.7       $250.3       $527.8       $502.5
Capital Expenditures ...............      171.9        350.4        359.4        696.3
                                          =====        =====        =====        =====
</TABLE>


(1) See footnote 1 above.

                                       31

<PAGE>



            The Following Pages Reflect DIRECTV U.S.' Financial Statements and

                            Other Data as a Stand Alone Entity



                                       32

<PAGE>
<TABLE>


                                   DIRECTV HOLDINGS LLC
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (Unaudited)
<CAPTION>


                                               Three Months               Six Months
                                               Ended June 30,            Ended June 30,
                                             -----------------          ---------------
                                               2003          2002       2003       2002
                                               ----          ----       ----       ----
(dollars in millions)
<S>                                          <C>           <C>        <C>        <C>
Revenues...................................  $1,800.2      $1,549.6   $3,508.3   $3,015.4
Operating Costs and Expenses, exclusive
  of depreciation and amortization expense
  shown below.
   Programming and other costs.............     702.9         623.0    1,398.4    1,227.4
   Subscriber service expenses.............     150.8         150.4      307.2      297.7
   Subscriber acquisition costs:
    Third party customer acquisitions......     306.1         320.8      619.2      682.5
    Direct customer acquisitions...........      69.5          36.4      137.2       65.8
   Retention, upgrade and other
     marketing costs.......................      88.7         116.4      182.5      194.0
   Broadcast operations expenses...........      38.2          29.3       72.1       60.2
   General and administrative expenses.....     119.2         116.7      236.5      237.5
Depreciation and amortization expense......     124.1          96.0      248.5      181.1
                                                -----          ----      -----      -----

   Total Operating Costs and Expenses......   1,599.5       1,489.0    3,201.6    2,946.2
                                              -------       -------    -------    -------

Operating Profit...........................     200.7          60.6      306.7       69.2
Interest expense, net......................     (57.3)        (26.7)     (86.5)     (54.8)
Other loss, net............................      (2.9)         (0.1)      (4.0)      (0.3)
                                                 ----          ----       ----       ----

Income Before Income Taxes.................     140.5          33.8      216.2       14.1
Income tax expense.........................     (52.7)        (12.6)     (81.1)      (5.3)
                                                -----         -----      -----       ----

Net Income.................................     $87.8         $21.2     $135.1       $8.8
                                                =====         =====     ======       ====
</TABLE>



                                       33

<PAGE>

<TABLE>


                                   DIRECTV HOLDINGS LLC
                               CONSOLIDATED BALANCE SHEETS
                                       (Unaudited)
<CAPTION>

                                                                June 30,    December 31,
                                                                 2003             2002
                                                                 (dollars in millions)
                                          ASSETS
Current Assets
<S>                                                               <C>          <C>
    Cash and cash equivalents.................................    $324.5       $14.1
    Accounts receivable, net of allowances of $54.8 and $54.3.     447.7       506.7
    Inventories, net..........................................      98.9        62.6
    Prepaid expenses and other................................     480.2       545.8
                                                                   -----       -----

        Total Current Assets..................................   1,351.3     1,129.2
Satellites, net...............................................   1,001.0     1,011.3
Property, net.................................................     748.0       838.6
Goodwill, net.................................................   2,890.8     2,888.5
Intangible Assets, net........................................     586.7       623.7
Other Assets..................................................     115.5        87.3
                                                                   -----        ----

        Total Assets..........................................  $6,693.3    $6,578.6
                                                                ========    ========


                LIABILITIES AND OWNER'S EQUITY
Current Liabilities
    Accounts payable and accrued liabilities..................   1,167.0     1,139.2
    Unearned subscriber revenue...............................     144.8       156.6
    Current portion of long-term debt.........................      16.0          --
                                                                    ----     -------

        Total Current Liabilities.............................   1,327.8     1,295.8
Long-Term Debt................................................   2,609.0         --
Other Liabilities and Deferred Credits........................     411.8       477.6
Deferred Income Taxes.........................................     245.0       246.7
Commitments and Contingencies
Owner's Equity
    Capital stock and additional paid-in capital..............   2,788.3     5,385.1
    Accumulated deficit.......................................    (688.6)     (823.7)
                                                                  ------      ------

Subtotal Owner's Equity                                          2,099.7     4,561.4
                                                                 -------     -------

    Accumulated Other Comprehensive Loss
      Accumulated unrealized losses on securities.............        --        (2.9)
                                                                 -------     -------

        Total Owner's Equity..................................   2,099.7     4,558.5
                                                                 -------     -------

        Total Liabilities and Owner's Equity..................  $6,693.3    $6,578.6
                                                                ========    ========
</TABLE>


                                       34

<PAGE>

<TABLE>

                                   DIRECTV Holdings LLC
                     Non-GAAP Financial Reconciliation and Other Data
                                       (Unaudited)

                 Pre-Marketing Margin Reconciliation to Operating Profit
<CAPTION>

                                              For the Quarter     For the Six Months        Guidance
                                              Ended June 30,       Ended June 30,           Full Year
                                              --------------       --------------           ---------
                                              2003       2002       2003        2002          2003
                                              ----       ----       ----        ----          ----
                                                   (dollars in millions)

<S>                                          <C>        <C>        <C>         <C>           <C>
Operating profit............................ $200.7     $60.6      306.7       $69.2       ~ $475
Add back: Subscriber acquisition costs
        Third party customer acquisitions...  306.1     320.8      619.2       682.5          **
        Direct customer acquisitions........   69.5      36.4      137.2        65.8          **
      Depreciation and amortization expense.  124.1      96.0      248.5       181.1          **
      Retention, upgrade and other
        marketing costs.....................   88.7     116.4      182.5       194.0          **
                                               ----     -----      -----       -----      -------------

Subtotal....................................  588.4     569.6    1,187.4     1,123.4      2,600 - 2,675
                                              -----     -----    -------     -------      -------------

Pre-marketing margin*....................... $789.1    $630.2    1,494.1    $1,192.6     $3,075 - $3,150

                                             ======     =====    =======     =======      ==============

Pre-marketing margin as a percentage
  of revenue*                                  43.8%     40.7%      42.6%      39.6%        41% - 42%
</TABLE>

                            Other Data
<TABLE>

<CAPTION>
                                              For the Quarter     For the Six Months
                                               Ended June 30,       Ended June 30,
                                              --------------       --------------
                                              2003       2002       2003        2002
                                              ----       ----       ----        ----
Average monthly revenue per subscriber
<S>                                          <C>       <C>        <C>         <C>
  (ARPU)................................     $60.90    $58.10     $60.10      $57.50
Average monthly subscriber churn--%.....        1.5%      1.7%       1.5%        1.7%
Average subscriber acquisition costs
  (SAC).................................       $595      $545       $565        $530
Total number of subscribers--platform
  (000's)...............................     11,557    10,746     11,557      10,746
Total owned and operated subscribers
  (000's)...............................      9,949     8,995      9,949       8,995
</TABLE>


(*) Pre-Marketing Margin, which is a financial measure that is not determined in
accordance with accounting principles generally accepted in the United States of
America, or GAAP, is calculated by adding amounts under the captions "Subscriber
acquisition  costs",   "Retention,   upgrade  and  other  marketing  costs"  and
"Depreciation and amortization  expense" to "Operating  Profit".  This financial
measure should be used in conjunction with other GAAP financial  measures and is
not presented as an alternative  measure of operating results,  as determined in
accordance with GAAP. Hughes and DIRECTV management use Pre-Marketing  Margin to
evaluate the profitability of DIRECTV's current  subscriber base for the purpose
of  allocating  resources  to  discretionary  activities  such  as,  adding  new
subscribers,  retaining  and  upgrading  existing  subscribers  and for  capital
expenditures.  To compensate for the exclusion of "Subscriber acquisition costs"
and  "Retention,  upgrade  and  other  marketing  costs",  management  also uses
operating  profit  before  depreciation  and  amortization  expense  to  measure
profitability.

Hughes and DIRECTV believe this measure is useful to investors, along with other
GAAP measures (such as revenues,  operating  profit and net income),  to compare
DIRECTV's operating performance to other communications, entertainment and media
companies.  Hughes and  DIRECTV  believe  that  investors  also use  current and
projected Pre-Marketing Margin to determine the ability of DIRECTV's current and
projected  subscriber base to fund  discretionary  spending and to determine the
financial returns for subscriber additions.

(**) No individual guidance provided.

                                       35


<PAGE>





                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    July 17, 2003
        -------------
                                            By
                                            /s/Peter R. Bible
                                            --------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)



















                                       36
[{"type": "8-K", "sequence": "1", "filename": "gm2q03er071703.txt", "description": "GM SECOND QUARTER 2003 EARNINGS RELEASE", "secsgml_size_bytes": 133927}]
{"company-data": {"conformed-name": "GENERAL MOTORS CORP", "cik": "0000040730", "assigned-sic": "3711", "irs-number": "380572515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00043", "film-number": "03790999"}, "business-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000", "phone": "3135565000"}, "mail-address": {"street1": "300 RENAISSANCE CTR", "street2": "MAIL CODE: 482-C34-D71", "city": "DETROIT", "state": "MI", "zip": "48265-3000"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 8-K
                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report
(Date of earliest event reported) July 16, 2003
                                  -------------

                           GENERAL MOTORS CORPORATION
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

      STATE OF DELAWARE                 1-143                 38-0572515
----------------------------   -----------------------    -------------------
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
 of incorporation)                                        Identification No.)

   300 Renaissance Center, Detroit, Michigan                 48265-3000
--------------------------------------------                 ----------
  (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code       (313)-556-5000
                                                         --------------
ITEM 9. REGULATION FD DISCLOSURE (Information Furnished in this Item 9 is
Furnished under Item 12)

In accordance with Securities and Exchange Commission Release No. 33-8126, the
following information, which is intended to be furnished under Item 12, "Results
of Operations and Financial Condition," is instead being furnished under Item 9,
"Regulation FD Disclosure." This information shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.

On July 17,  2003,  a news  release was issued on the subject of second  quarter
consolidated  earnings for General Motors Corporation (GM). The news release did
not include certain  financial  statements,  related footnotes and certain other
financial  information  that  will be filed  with the  Securities  and  Exchange
Commission as part of GM's  Quarterly  Report on Form 10-Q. The following is the
second quarter earnings release for GM, and their subsidiary Hughes  Electronics
Corporation's (Hughes) earnings release dated July 16, 2003.

GM Reports Second Quarter Financial Results

   -  Net income of $901 million, or $1.58 per share
   -  Adjusted net income of $879 million, or $1.57 per share, excluding Hughes
   -  Total automotive cash exceeded $23 billion

DETROIT - General Motors Corp. (NYSE: GM, GMH) today reported net income of $901
million, or $1.58 per diluted share of GM's $1-2/3 par value common stock, in
the second quarter of 2003, compared with $1.3 billion, or $2.43 per share, in
the second quarter of 2002. Total revenues of $48.3 billion were essentially
unchanged from the prior-year quarter.

GM's adjusted income, which excludes results from Hughes, totaled $879 million,
or $1.57 per share, in the second quarter of 2003. GM's adjusted net income in
the second quarter of 2002 was $1.5 billion, or $2.63 per share, excluding
Hughes and special items.

GM's second-quarter performance reflected continued strong automotive cash flow,
record results at General Motors Acceptance Corp. (GMAC) where earnings of $834
million were nearly double the prior-year quarter, record net income of $163
million at GM Asia Pacific, an overall profit decline in the automotive sector
primarily caused by difficult economic conditions in most of GM's automotive
regions, and the effects of unfavorable currency-exchange rates in certain
regions.

"Overall we had reasonable financial results in a challenging global economic
environment," GM Chairman and Chief Executive Officer Rick Wagoner said. "These
results clearly demonstrate the benefits of our global portfolio of businesses,
ranging from our core automotive operations in all four regions of the world, to
vehicle financing and mortgage operations. We're especially pleased with the
strong cash generation by our automotive operations and continued strong
performance at GMAC, which set another new quarterly earnings record. Our
Asia-Pacific automotive operations continue to grow and generated record
profits."

                                        2
Continued cost reductions and a revitalized product portfolio drove improved
financial performance to approximately breakeven at GM Europe. However, lower
volumes and continuing pricing pressures in North America eroded profits despite
aggressive cost reductions and improved revenue per unit.

"We're working hard to improve financial results in North America. We're going
to stay focused on the straight-forward business strategy that has worked very
well for us in recent times -- delivering great new products, being aggressive
in the market, and significantly improving our quality and cost," Wagoner said

GM financial results described throughout the remainder of this release exclude
special items unless otherwise noted. See Highlights for reconciliation of
adjusted results to results based on Generally Accepted Accounting Principles
(GAAP).

                               Cash and Liquidity

GM generated $3.1 billion in cash in the second quarter of 2003. Automotive
cash, marketable securities, and assets of the VEBA trust invested in short-term
fixed-income securities totaled $23.7 billion at June 30, 2003, excluding
financing and insurance operations and Hughes, compared with $20.6 billion on
March 31, 2003. In addition, as reported earlier, GM raised an additional $13.2
billion in early July through new offerings of debt securities and convertible
debt.

                            GM Automotive Operations

GM's global automotive operations earned $140 million in the second quarter of
2003, compared with $1.1 billion in the prior-year period. Global production
declined 6.6 percent in the second quarter, compared with the same period in
2002.

GM North America (GMNA) earned $83 million in the second quarter of 2003,
compared with $1.3 billion in the second quarter last year. Improvements in
sales mix, material cost, and productivity were more than offset by a production
decline of nearly 12 percent, intense pricing pressure, increased pension
expense, and currency-exchange losses versus the year-ago period. The results
also include the $168 million after taxes, or $0.30 per share, unfavorable
effect of the storm damage and resulting loss of production at GM's Oklahoma
City assembly plant. Strong quality performance allowed the corporation to
reduce its policy and warranty reserves in the second quarter by $199 million
after taxes, or $0.36 per share.

GM's quality and productivity gains were recognized recently in two major
independent surveys. "GM's quality drive is on track, producing significant
improvements that increasingly are being recognized by consumers and the
marketplace," Wagoner said. The J.D. Power 2003 Vehicle Dependability Study
showed Buick among the top three nameplates in long-term quality, and the best
nameplate outside the luxury brands. General Motors overall was the only
domestic manufacturer to score above the industry average, and 12 GM vehicles
were in the top three of their respective segment rankings. "Our goal is to be
the industry leader in all areas of quality, and this is another example of our
progress toward achieving that goal," he said.

                                        3
"Once again, GM showed significant improvement in our journey to become the most
productive auto manufacturer with a 7.4 percent overall improvement in
manufacturing productivity according to the recently released Harbour Report
North America 2003," Wagoner said. "GM has led the industry in productivity
improvements in recent years, and we're committed to continuing this kind of
performance going forward."

GM's U.S. market share was 27.9 percent in the second quarter of 2003, down
slightly from 28.1 percent in the second quarter of 2002, but significantly
improved from the 26.6 percent level in the first quarter this year.

GM Europe (GME) reported a loss of $3 million in the second quarter of 2003, a
significant turnaround from a year ago when GME recorded a $115 million loss.
Aggressive cost reductions and increased vehicle sales at Opel/Vauxhall and Saab
drove these improved financial results, despite significant currency-exchange
losses. GM Europe's market share in the second quarter increased 0.3 percentage
points to 9.4 percent compared with the same period last year.

"Despite the challenging economic conditions and currency-exchange pressures
that are affecting our performance, we're on the right track in Europe with
exciting new products, significant quality improvement, and a steady and
broad-based approach to cost reduction," Wagoner said.

GM Asia Pacific earned a record $163 million in the second quarter of 2003, more
than four times the $39 million earned in the year-ago quarter. Strong financial
results at Shanghai GM and GM's Australia-based Holden continued to drive
improved financial results along with improved equity earnings from GM's
Japanese automotive alliances and lower-than-expected start-up losses at GM
Daewoo Auto & Technology Co. "Our aggressive growth strategy in the rapidly
expanding Asia-Pacific region is really paying off; we remain committed to
further expand our presence in this key region," Wagoner said.

Continuing economic weakness in Brazil was the primary factor in GM Latin
America/Africa/Mid-East (GMLAAM) region's $103 million loss in the second
quarter of 2003, which compared with a loss of $73 million in the year-ago
period. "Latin America is still suffering from economic uncertainty and weak
auto markets," Wagoner said. "Our focus continues to be on wringing out costs
while increasing our market share and strengthening our number-one position in
the region."

                                      GMAC

GMAC earned $834 million in the second quarter of 2003, its best-ever quarterly
performance. The results were nearly double the $431 million earned in the same
period last year.

"We're extremely pleased with the continued outstanding overall financial
performance at GMAC," Wagoner said. Strong volumes in the residential and
commercial mortgage sectors, and continuing strength in GMAC's financing
operations were key drivers in GMAC's record performance.

Mortgage operations generated income of $415 million in the second quarter of
2003, up $357 million from the year-ago period, while earnings from financing
operations were $396 million, up $49 million from the same period last year.

                                        4
Hughes

Hughes Electronics earned $22 million in the second quarter of 2003, compared
with a loss of $156 million in the prior-year period, led by a strong
performance at DirecTV. Revenues increased 6.6 percent to $2.4 billion.

In the United States, DirecTV added 136,000 net subscribers in the second
quarter of 2003, bringing the number of total U.S. subscribers to 11.6 million.

                                  Looking Ahead

GM expects improving economic growth during the balance of 2003 in the United
States, with total U.S. industry vehicle sales expected to be at least 16.5
million units for the calendar year. In Europe, especially Germany, economic and
market conditions are expected to remain challenging in the second half of the
year. Total European industry vehicle sales are estimated to be about 18.5
million units for 2003.

GM expects to beat the current analysts' consensus for the third quarter of
approximately $0.50 per share, excluding Hughes and any special items, and
expects automotive operations to be profitable. Despite the continuing economic
uncertainty, GM is more optimistic about the outlook for the year, and now
expects full-year 2003 earnings could range from the current analysts' consensus
of approximately $4.50 up to $5.00 per share, excluding Hughes and any special
items.

General Motors, the world's largest vehicle  manufacturer,  designs,  builds and
markets  cars and trucks  worldwide,  and has been the global  automotive  sales
leader  since  1931.  More  information  on  GM  can  be  found  at  www.gm.com.
                                                                     ----------

                                      # # #

In this press release and related comments by General Motors management, our use
of the words "expect," "anticipate," "estimate," "forecast," "objective,"
"plan," "goal," "target," and similar expressions is intended to identify
forward looking statements. While these statements represent our current
judgment on what the future may hold, and we believe these judgments are
reasonable, actual results may differ materially due to numerous important
factors that are described in GM's most recent report on SEC Form 10-K (at page
II-18) which may be revised or supplemented in subsequent reports on SEC Forms
10-Q and 8-K. Such factors include, among others, the following: changes in
economic conditions, currency exchange rates or political stability; shortages
of fuel, labor strikes or work stoppages; market acceptance of the corporation's
new products; significant changes in the competitive environment; changes in
laws, regulations and tax rates; and, the ability of the corporation to achieve
reductions in cost and employment levels to realize production efficiencies and
implement capital expenditures at levels and times planned by management.

                                        5
General Motors Corporation
                        List of Special Items - After Tax
                 (dollars in millions except per share amounts)

     Management believes that the adjusted information set forth
     herein is useful to investors as it represents how Management
     views the results of operations and cash of the Corporation and,
     therefore, is the basis on which internal evaluation metrics are
     determined. The internal evaluation metrics are those used by the
     Corporation's Board of Directors to evaluate Management.

                                   Three Months Ended     Year to Date
                                     June 30, 2003       June 30, 2003
                                    --------------       --------------
                                     Net                  Net
                                    Income      EPS      Income     EPS
                                    ------     -----     ------    -----

     Net Income                      $901     $1.58     $2,384     $4.29

     Gain on Sale of GM Defense (A)     -         -       (505)    (0.90)
                                      ---      ----      -----      ----
     Adjusted Income                 $901     $1.58     $1,879     $3.39
                                      ===      ====      =====      ====

     (A) The Gain on Sale of GM Defense relates to the sale of GM's
         light armored vehicle business to General Dynamics Corporation
         for net proceeds of approximately $1.1 billion.

                                       6
General Motors Corporation
                        List of Special Items - After Tax
                 (dollars in millions except per share amounts)

                                   Three Months Ended     Year to Date
                                     June 30, 2002       June 30, 2002
                                    --------------       --------------
                                     Net                  Net
                                    Income      EPS      Income     EPS
                                    ------     -----     ------    -----

     Reported                      $1,292     $2.43     $1,520     $3.02

     GME End of Life
      Vehicle Charge (B)               55      0.10         55      0.10

     GME Restructuring Charge (C)       -         -        407      0.72

     Hughes Space Shuttle
      Settlement (D)                    -         -        (59)    (0.04)

     Hughes GECC Contractual
      Dispute (E)                       -         -         51      0.03

     Hughes Loan Guarantee
      Charge (F)                        -         -         18      0.01

                                    -----      ----      -----      ----
     Adjusted                      $1,347     $2.53     $1,992     $3.84
                                    =====      ====      =====      ====

     (B)   The GME End of Life Vehicle Charge relates to the European
           Union's directive requiring member states to enact legislation
           regarding end-of-life vehicles to be the responsibility of
           manufacturers for dismantling and recycling vehicles they
           have sold.
     (C)   The GME Restructuring Charge relates to the initiative
           implemented in the first quarter of 2002 to improve the
           competitiveness of GM's automotive operations in Europe.
     (D)   The Hughes Space Shuttle Settlement relates to the favorable
           resolution of a lawsuit that was filed against the U.S.
           government on March 22, 1991, based upon the National
           Aeronautics and Space Administration's (NASA) breach of
           contract to launch ten satellites on the Space Shuttle.
     (E)   The Hughes GECC Contractual Dispute relates to an expected
           loss associated with a contractual dispute with General
           Electric Capital Corporation.
     (F)   The Hughes Loan Guarantee Charge relates to a loan
           guarantee for a Hughes Network Systems' affiliate in India.

                                       7
General Motors Corporation
                       Summary Corporate Financial Results

                                    Second Quarter        Year to Date
                                    --------------       --------------
                                    2003       2002      2003      2002
                                    ----       ----      ----      ----
     Total net sales and
      revenues ($Mil's)           $48,308   $48,339    $97,673   $94,553
      Adjusted                    $48,308   $48,339    $96,859   $94,582
      Adjusted excluding Hughes
        (Automotive and Financing)$45,919   $46,098    $92,243   $90,300

     Net income ($Mil's)             $901    $1,292     $2,384    $1,520
      Adjusted                       $901    $1,347     $1,879    $1,992
      Adjusted excluding Hughes      $879    $1,503     $1,911    $2,294
     Net margin
      (net income / total net
      sales and revenues)             1.9%      2.7%       2.4%      1.6%
      Adjusted                        1.9%      2.8%       1.9%      2.1%
      Adjusted excluding Hughes       1.9%      3.3%       2.1%      2.5%
     Earnings per share
      Basic $1-2/3                  $1.58     $2.48      $4.30     $3.06
      Diluted $1-2/3                $1.58     $2.43      $4.29     $3.02
      Basic Class H                 $0.02    $(0.14)    $(0.02)   $(0.27)
      Diluted Class H               $0.02    $(0.14)    $(0.02)   $(0.27)
     Adjusted earnings per share
      Basic $1-2/3                  $1.58     $2.58      $3.39     $3.90
      Diluted $1-2/3                $1.58(1)  $2.53      $3.39     $3.84
      Diluted $1-2/3
        excluding Hughes            $1.57     $2.63      $3.41     $4.04
      Basic Class H                 $0.02    $(0.14)    $(0.02)   $(0.27)
      Diluted Class H               $0.02    $(0.14)    $(0.02)   $(0.27)
     GM $1-2/3 par value average
      shares outstanding (Mil's)
      Basic shares                    561       560        561       560
      Diluted shares                  561       572        561       568
     Cash dividends per share
      of common stocks
      GM $1-2/3 par value           $0.50     $0.50      $1.00     $1.00

     Book value per share of
      common stocks at June 30
      GM $1-2/3 par value          $13.27    $27.52
      GM Class H                    $2.65     $5.50
     ACO total cash & marketable
      securities at June 30
      ($Bil's')                     $23.5     $15.4
     Cash in short-term VEBA         $3.4      $3.0
                                     ----      ----
     ACO total cash & marketable
      securities plus short-term    $26.9     $18.4
      VEBA
     Less:  Hughes cash & marketable
      securities                     $3.2      $0.8
                                      ---       ---

     Total Automotive cash &
      Marketable securities plus
      Short-term VEBA               $23.7     $17.6
                                     ====      ====
     Automotive, Communication Services
      and Other Operations ($Mil's)
      Depreciation                 $1,337    $1,140     $2,568    $2,266
      Amortization of special tools   651       622      1,353     1,251
      Amortization of intangible
        Assets                         29         3         58        12
                                    -----     -----      -----     -----
        Total                      $2,017    $1,765     $3,979    $3,529
                                    =====     =====      =====     =====

     See reconciliation of adjusted financial results on pages 9 - 12 and
     footnotes on page 14.

                                       8
General Motors Corporation
                       Summary Corporate Financial Results

                                 Second Quarter
                                  2003 and 2002
                                 --------------
     (Dollars in millions)
     Total net sales and          Reported      Special Items       Adjusted
     revenues                     --------       ------------       --------
                                2003    2002     2003     2002    2003     2002
                                ----    ----     ----     ----    ----     ----

     GMNA                    $28,558  $30,576    $ -       $ -  $28,558 $30,576
     GME                       7,303    6,001       -        -    7,303   6,001
     GMLAAM                    1,119    1,306       -        -    1,119   1,306
     GMAP                      1,267    1,129       -        -    1,267   1,129
                              ------   ------      --       --   ------  ------
       Total GMA              38,247   39,012       -        -   38,247  39,012
     Hughes                    2,389    2,241       -        -    2,389   2,241
     Other                        96      465       -        -       96     465
                              ------   ------      --       --   ------  ------
       Total ACO              40,732   41,718       -        -   40,732  41,718
                              ------   ------      --       --   ------  ------
     GMAC                      7,580    6,599       -        -    7,580   6,599
     Other Financing              (4)      22       -        -       (4)     22
                              ------   ------      --       --   ------  ------
       Total FIO               7,576    6,621       -        -    7,576   6,621
                              ------   ------      --       --   ------  ------
     Total net sales and
     revenues                $48,308  $48,339     $ -      $ -  $48,308 $48,339
                              ======   ======      ==       ==   ======  ======

     Income / (expense)
     before income taxes and
     minority interest
     GMNA                        $90   $1,781     $ -      $ -      $90  $1,781
     GME                         (34)    (244)      -       85      (34)   (159)
     GMLAAM                     (123)     (97)      -        -     (123)    (97)
     GMAP                         11      (31)      -        -       11     (31)
                               -----    -----      --       --    -----   -----
       Total GMA                 (56)   1,409       -       85      (56)  1,494
     Hughes                       89     (230)      -        -       89    (230)
     Other                      (357)     (88)      -        -     (357)    (88)
                               -----    -----      --       --    -----   -----
       Total ACO                (324)   1,091       -       85     (324)  1,176
                               -----    -----      --       --    -----   -----
     GMAC                      1,331      698       -        -    1,331     698
     Other Financing              13       (8)      -        -       13      (8)
                               -----    -----      --       --    -----   -----
       Total FIO              $1,344      690       -        -    1,344     690
     Total income /            -----    -----      --       --    -----   -----
     (expense) before
     income taxes and
     minority interests       $1,020   $1,781     $ -      $85   $1,020  $1,866
                               =====    =====      ==       ==    =====   =====

                                       9
General Motors Corporation
                       Summary Corporate Financial Results

                                 Second Quarter
                                  2003 and 2002
                                 ---------------

     (Dollars in millions)        Reported       Special Items       Adjusted
                                  --------        ------------       --------
                                2003     2002    2003    2002     2003     2002
                                ----     ----    ----    ----     ----     ----
     Net income
     GMNA                        $83   $1,277     $ -      $ -      $83  $1,277
     GME                          (3)    (170)      -       55       (3)   (115)
     GMLAAM                     (103)     (73)      -        -     (103)    (73)
     GMAP                        163       39       -        -      163      39
                               -----    -----      --       --    -----   -----
       Total GMA                 140    1,073       -       55      140   1,128
     Hughes (2)                   22     (156)      -        -       22    (156)
     Other                      (104)     (57)      -        -     (104)    (57)
                               -----    -----      --       --    -----   -----
       Total ACO                  58      860       -       55       58     915
                               -----    -----      --       --      ---   -----
     GMAC                        834      431       -        -      834     431
     Other Financing               9        1       -        -        9       1
                               -----    -----      --       --    -----   -----
       Total FIO                 843      432       -        -      843     432
                               -----    -----      --       --    -----   -----
     Net income (loss)          $901   $1,292     $ -      $55     $901  $1,347
                               =====    =====      ==       ==    =====   =====
     Income tax expense
      (benefit)
     GMNA                        $25     $518     $ -      $ -      $25    $518
     GME                         (13)     (51)      -       30      (13)    (21)
     GMLAAM                      (25)     (31)      -        -      (25)    (31)
     GMAP                          8       (9)      -        -        8      (9)
                                 ---      ---      --       --      ---     ---
       Total GMA                  (5)     427       -       30       (5)    457
     Hughes                       21      (93)      -        -       21     (93)
     Other                      (251)     (23)      -        -     (251)    (23)
                                 ---      ---      --       --      ---     ---
       Total ACO                (235)     311       -       30     (235)    341
                                 ---      ---      --       --      ---     ---
     GMAC                        496      254       -        -      496     254
     Other Financing               4       (2)      -        -        4      (2)
                                 ---      ---      --       --      ---     ---
       Total FIO                 500      252       -        -      500     252
                                 ---      ---      --       --      ---     ---
     Income tax expense
      (benefit)                 $265     $563     $ -      $30     $265    $593
                                 ===      ===      ==       ==      ===     ===
     Effective tax rate
     GMNA                       27.8%    29.1%      -        -     27.8%   29.1%
     GME                        38.2%    20.9%      -     35.3%    38.2%   13.2%
     GMLAAM                     20.3%    32.0%      -        -     20.3%   32.0%
     GMAP                       72.7%    29.0%      -        -     72.7%   29.0%
     Hughes                     23.6%    40.4%      -        -     23.6%   40.4%
     GMAC                       37.3%    36.4%      -        -     37.3%   36.4%
     Total GM Corp.             26.0%    31.6%      -     35.3%    26.0%   31.8%
     Equity income (loss)
     and minority interests
     GMNA                        $18      $14     $ -      $ -      $18     $14
     GME                          18       23       -        -       18      23
     GMLAAM                       (5)      (7)      -        -       (5)     (7)
     GMAP                        160       61       -        -      160      61
                                 ---       --      --       --      ---      --
     Total GMA                  $191      $91     $ -      $ -     $191     $91
                                 ===       ==      ==       ==      ===      ==

     See footnotes on page 14.

                                       10
General Motors Corporation
                       Summary Corporate Financial Results

                                  Year to Date
                                  2003 and 2002
                                 --------------
     (Dollars in millions)
     Total net sales and          Reported       Special Items      Adjusted
     revenues                     --------       ------------       --------
                                2003     2002    2003    2002     2003     2002
                                ----     ----    ----    ----     ----     ----

     GMNA                    $58,521  $59,915     $ -      $ -  $58,521 $59,915
     GME                      13,925   11,585       -        -   13,925  11,585
     GMLAAM                    2,164    2,607       -        -    2,164   2,607
     GMAP                      2,414    2,186       -        -    2,414   2,186
                              ------   ------      --       --   ------  ------
       Total GMA              77,024   76,293       -        -   77,024  76,293
     Hughes                    4,616    4,253       -       29    4,616   4,282
     Other                     1,134      945    (814)       -      320     945
                              ------   ------     ---       --   ------  ------
       Total ACO              82,774   81,491    (814)      29   81,960  81,520
                              ------   ------     ---       --   ------  ------
     GMAC                     14,910   12,952       -        -   14,910  12,952
     Other Financing             (11)     110       -        -      (11)    110
                              ------   ------     ---       --   ------  ------
       Total FIO              14,899   13,062      -        -    14,899  13,062
                              ------   ------     ---       --   ------  ------
     Total net sales and
     revenues                $97,673  $94,553   $(814)     $29  $96,859 $94,582
                              ======   ======     ===       ==   ======  ======

     Income / (expense)
     before income taxes and
     minority interest
     GMNA                       $829   $2,719     $ -      $ -     $829  $2,719
     GME                        (148)  (1,042)      -      726     (148)   (316)
     GMLAAM                     (140)    (138)      -        -     (140)   (138)
     GMAP                         30      (44)      -        -       30     (44)
                               -----    -----     ---      ---    -----   -----
       Total GMA                 571    1,495       -      726      571   2,221
     Hughes                       39     (461)      -       17       39    (444)
     Other                        92     (323)   (814)       -     (722)   (323)
                               -----    -----     ---      ---    -----   -----
       Total ACO                 702      711    (814)     743     (112)  1,454
                               -----    -----     ---      ---    -----   -----
     GMAC                      2,478    1,434       -        -    2,478   1,434
     Other Financing             (12)     (10)      -        -      (12)    (10)
                               -----    -----     ---      ---    -----   -----
       Total FIO               2,466    1,424       -        -    2,466   1,424
     Total income /            -----    -----     ---      ---    -----   -----
     (expense) before
     income taxes and
     minority interests       $3,168   $2,135   $(814)    $743   $2,354  $2,878
                               =====    =====     ===      ===    =====   =====

                                       11
General Motors Corporation
                       Summary Corporate Financial Results

                                  Year to Date
                                  2003 and 2002
                                 ---------------

     (Dollars in millions)        Reported       Special Items       Adjusted
                                  --------        ------------       --------
                                2003     2002    2003    2002     2003     2002
                                ----     ----    ----    ----     ----     ----
     Net income
     GMNA                       $631   $1,931     $ -      $ -     $631  $1,931
     GME                         (68)    (702)      -      462      (68)   (240)
     GMLAAM                     (115)    (113)      -        -     (115)   (113)
     GMAP                        238       46       -        -      238      46
                               -----    -----     ---      ---      ---   -----
       Total GMA                 686    1,162       -      462      686   1,624
     Hughes (2)                  (32)    (312)      -       10      (32)   (302)
     Other                       205     (199)   (505)       -     (300)   (199)
                               -----    -----     ---      ---    -----   -----
       Total ACO                 859      651    (505)     472      354   1,123
                               -----    -----     ---      ---    -----   -----
     GMAC                      1,533      870       -        -    1,533     870
     Other Financing              (8)      (1)      -        -       (8)     (1)
                               -----    -----     ---      ---    -----   -----
       Total FIO               1,525      869       -        -    1,525     869
                               -----    -----     ---      ---    -----   -----
     Net income (loss)        $2,384   $1,520   $(505)    $472   $1,879  $1,992
                               =====    =====     ===      ===    =====   =====
     Income tax expense
      (benefit)
     GMNA                       $216     $790      $ -     $ -     $216    $790
     GME                         (56)    (311)       -     264      (56)    (47)
     GMLAAM                      (32)     (32)       -       -      (32)    (32)
     GMAP                         19       (9)       -       -       19      (9)
                                 ---      ---      ---     ---      ---     ---
       Total GMA                 147      438        -     264      147     702
     Hughes                       (5)    (185)       -       7       (5)   (178)
     Other                      (151)    (102)    (309)      -     (460)   (102)
                                 ---      ---      ---     ---      ---     ---
       Total ACO                  (9)     151     (309)    271     (318)    422
                                 ---      ---      ---     ---      ---     ---
     GMAC                        934      539        -       -      934     539
     Other Financing              (4)      (2)       -       -       (4)     (2)
                                 ---      ---      ---     ---      ---     ---
       Total FIO                 930      537        -       -      930     537
                                 ---      ---      ---     ---      ---     ---
     Income tax expense
      (benefit)                 $921     $688    $(309)   $271     $612    $959
                                 ===      ===      ===     ===      ===     ===
     Effective tax rate
     GMNA                       26.1%    29.1%      -        -     26.1%   29.1%
     GME                        37.8%    29.8%      -     36.4%    37.8%   14.9%
     GMLAAM                     22.9%    23.2%      -        -     22.9%   23.2%
     GMAP                       63.3%    20.5%      -        -     63.3%   20.5%
     Hughes                    (12.8%)   40.1%      -     41.2%   (12.8%)  40.1%
     GMAC                       37.7%    37.6%      -       -      37.7%   37.6%
     Total GM Corp.             29.1%    32.2%   38.0%    36.5%    26.0%   33.3%

     Equity income (loss)
     and minority interests
     GMNA                        $18       $2       $-      $-      $18      $2
     GME                          24       29        -       -       24      29
     GMLAAM                       (7)      (7)       -       -       (7)     (7)
     GMAP                        227       81        -       -      227      81
                                 ---      ---      ---     ---      ---     ---
     Total GMA                  $262     $105      $ -     $ -     $262    $105
                                 ===      ===      ===     ===      ===     ===
     See footnotes on page 14.

                                       12
General Motors Corporation
                              Operating Statistics

                                    Second Quarter        Year to Date
                                    --------------       --------------
                                    2003       2002      2003      2002
                                    ----       ----      ----      ----
     (units in thousands)
     Worldwide Wholesale Sales
      United States - Cars           487        574        986    1,073
      United States - Trucks         761        750      1,518    1,417
                                   -----      -----      -----    -----
        Total United States        1,248      1,324      2,504    2,490
      Canada, Mexico, and Other      185        233        367      429
                                   -----      -----      -----    -----
        Total GMNA                 1,433      1,557      2,871    2,919
      GME                            447        437        873      861
      GMLAAM                         122        159        243      314
      GMAP                           139         86        282      194
                                   -----      -----      -----    -----
        Total Worldwide            2,141      2,239      4,269    4,288
                                   =====      =====      =====    =====
     Vehicle Unit Deliveries
      Chevrolet - Cars               220        213        391      399
      Chevrolet - Trucks             505        481        878      945
      Pontiac                        120        151        227      269
      GMC                            155        137        263      264
      Buick                           85        107        168      189
      Oldsmobile                      34         42         68       85
      Saturn                          72         88        147      146
      Cadillac                        49         50         96       90
      Other                           26         15         46       27
                                   -----      -----      -----    -----
        Total United States        1,266      1,284      2,284    2,414
      Canada, Mexico, and Other      179        208        331      388
                                   -----      -----      -----    -----
        Total GMNA                 1,445      1,492      2,615    2,802
      GME                            477        471        951      937
      GMLAAM                         127        143        254      281
      GMAP                           184        178        350      335
                                   -----      -----      -----    -----
        Total Worldwide            2,233      2,284      4,170    4,355
                                   =====      =====      =====    =====
     Market Share
      United States - Cars          24.8%      26.3%      24.9%    25.6%
      United States - Trucks        30.4%      29.8%      29.4%    30.5%
        Total United States         27.9%      28.1%      27.3%    28.1%
      Total North America           27.2%      27.6%      26.7%    27.8%
      Total Europe                   9.4%       9.1%       9.5%     9.2%
      Latin America                 15.7%      15.4%      15.8%    15.3%
      Asia and Pacific               4.9%       4.9%       4.4%     4.6%
        Total Worldwide             15.0%      15.1%      14.2%    14.8%

     U.S. Retail/Fleet Mix
      % Fleet Sales - Cars          29.5%      29.3%      29.8%    27.4%
      % Fleet Sales - Trucks        15.1%      13.7%      14.9%    12.0%
        Total Vehicles              21.0%      20.9%      21.3%    18.8%

     Retail Lease as % of Retail Sales
      Total Smartlease
      and Smartbuy                   7.3%      15.1%

     Days Supply of Inventory
      at June 30
      United States - Cars            73         57
      United States - Trucks          98         78

     GMNA Capacity Utilization
      (2 shift rated)               87.4%      92.0%      89.2%    87.7%

     GMNA Vehicle Revenue
      Per Unit                   $18,565    $18,385

                                       13
General Motors Corporation
                              Operating Statistics

                                    Second Quarter        Year to Date
                                    --------------       --------------
                                    2003       2002      2003      2002
                                    ----       ----      ----      ----

     GMAC's U.S. Cost of Borrowing  3.50%      4.14%

     Current Debt Spreads Over
      U.S. Treasuries
      2 Year                         255 bp     165 bp
      5 Year                         330 bp     185 bp
      10 Year                        370 bp     230 bp

     Worldwide Employment
      at June 30 (in 000's)
      United States Hourly           120        124
      United States Salary            41         41
                                     ---        ---
        Total United States          161        165
      Canada, Mexico, and Other       31         34
                                     ---        ---
      GMNA                           192        199
      GME                             64         69
      GMLAAM                          23         24
      GMAP                            13         11
      Hughes                          11         12
      GMAC                            31         31
      Other                            7         11
                                     ---        ---
        Total                        341        357
                                     ===        ===

     Worldwide Payrolls ($Mil's)  $5,331     $5,385    $10,720  $10,418

     Footnotes:
     ---------
     (1) This amount is comparable to First Call analysts' consensus.

     (2) 2002 amounts exclude Hughes Series A Preferred Stock dividends
         paid to General Motors and Hughes write off of goodwill for
         DirecTV Latin America and DirecTV Broadband recorded as a
         cumulative effect of accounting change in the first quarter
         of 2002 in Hughes' stand alone financial statements. In
         accordance with SFAS 142, GM evaluated the carrying value of
         goodwill associated with its Direct-to-Home Broadcast
         reporting unit in the aggregate and determined that the
         goodwill was not impaired.

                                       14
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                    Three Months Ended   Six Months Ended
                                         June 30,            June 30,
                                         -------             --------
                                      2003      2002       2003     2002
                                      ----      ----       ----     ----
                                (dollars in millions except per share amounts)

     Total net sales and revenues   $48,308   $48,339   $97,673    $94,553
                                     ------    ------    ------     ------
     Cost of sales and other
       expenses                      38,940    38,396    78,323     76,797
     Selling, general, and
       administrative expenses        6,083     6,090    11,789     11,691
     Interest expense                 2,265     2,072     4,393      3,930
                                     ------    ------    ------     ------
      Total costs and expenses       47,288    46,558    94,505     92,418
                                     ------    ------    ------     ------
     Income before income taxes
       and minority interests         1,020     1,781     3,168      2,135
     Income tax expense                 265       563       921        688
     Equity income and minority
       interests                        146        74       137         73
                                        ---     -----     -----      -----
      Net income                        901     1,292     2,384      1,520
     Dividends on preference stocks       -       (23)        -       (47)
                                        ---     -----     -----      -----
      Earnings attributable to
        common stocks                  $901    $1,269    $2,384     $1,473
                                        ===     =====     =====      =====

     Basic earnings (losses) per
       share attributable to common
       stocks
     Earnings per share
       attributable to $1-2/3 par
       value                          $1.58     $2.48     $4.30      $3.06
                                       ====      ====      ====       ====
     Earnings (losses) per share
       attributable to Class H        $0.02    $(0.14)   $(0.02)    $(0.27)
                                       ====      ====      ====       ====

     Earnings (losses) per share
       attributable to common stocks
       assuming dilution
     Earnings per share
       attributable to $1-2/3 par
       value                          $1.58     $2.43     $4.29      $3.02
                                       ====      ====      ====       ====
     Earnings (losses) per share
       attributable to Class H        $0.02    $(0.14)   $(0.02)    $(0.27)
                                       ====      ====      ====       ====

                                       15
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

        SUPPLEMENTAL INFORMATION TO THE CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                    Three Months Ended   Six Months Ended
                                          June 30,           June 30,
                                          --------           --------
                                      2003      2002      2003       2002
                                      ----      ----      ----       ----
                                             (dollars in millions)

     AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

     Total net sales and revenues   $40,732   $41,718   $82,774    $81,491
                                     ------    ------    ------     ------
     Cost of sales and other
       expenses                      36,839    36,461    74,152     72,672
     Selling, general, and
       administrative expenses        3,781     3,818     7,122      7,508
                                     ------    ------    ------     ------

      Total costs and expenses       40,620    40,279    81,274     80,180
                                     ------    ------    ------     ------
     Interest expense                   402       302       723        464
     Net expense from transactions
       with Financing and Insurance
       Operations                        34        46        75        136
                                        ---     -----       ---        ---
     Income (loss) before income
       taxes and minority interests    (324)    1,091       702        711
     Income tax expense (benefit)      (235)      311        (9)       151
     Equity income and minority
       interests                        147        80       148         91
                                        ---     -----       ---        ---
      Net income - Automotive,
       Communications Services, and
       Other Operations                 $58      $860      $859       $651
                                         ==       ===       ===        ===

     FINANCING AND INSURANCE OPERATIONS

     Total revenues                  $7,576    $6,621   $14,899    $13,062
                                      -----     -----    ------     ------

     Interest expense                 1,863     1,770     3,670      3,466
     Depreciation and amortization
       expense                        1,578     1,353     3,084      2,714
     Operating and other expenses     2,068     1,951     4,245      3,856
     Provisions for financing and
       insurance losses                 757       903     1,509      1,738
                                      -----     -----    ------     ------

      Total costs and expenses        6,266     5,977    12,508     11,774
                                      -----     -----    ------     ------
     Net income from transactions
       with Automotive, Communications
       Services, and Other Operations  ( 34)      (46)      (75)      (136)
                                      -----       ---    ------      -----
     Income before income taxes
       and minority interests         1,344       690     2,466      1,424
     Income tax expense                 500       252       930        537
     Equity loss and minority
       interests                         (1)       (6)      (11)       (18)
                                      -----       ---     -----      -----

      Net income - Financing and
        Insurance Operations           $843      $432    $1,525       $869
                                        ===       ===     =====        ===

     The above Supplemental Information is intended to facilitate analysis
     of General Motors Corporation's businesses: (1) Automotive,
     Communications Services, and Other Operations; and (2) Financing and
     Insurance Operations.

                                       16
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                June 30,              June 30,
                                                  2003    Dec, 31,     2002
                                              (Unaudited)   2002    (Unaudited)
                                                --------   -------    --------
                       ASSETS                        (dollars in millions)

     Cash and cash equivalents                   $31,009   $21,449     $18,363
     Marketable securities                        18,777    16,825      14,304
                                                  ------    ------      ------
      Total cash and marketable securities        49,786    38,274      32,667
     Finance receivables - net                   153,600   134,647     119,636
     Accounts and notes receivable (less
       allowances)                                19,420    15,715      12,677
     Inventories (less allowances)                11,093     9,967       9,757
     Deferred income taxes                        39,116    39,865      28,702
     Equipment on operating leases - (less
       accumulated depreciation)                  36,576    32,988      33,598
     Equity in net assets of nonconsolidated
       associates                                  5,249     5,044       5,115
     Property - net                               38,384    37,514      36,451
     Intangible assets - net                      18,091    17,954      17,061
     Other assets                                 39,530    37,028      40,665
                                                 -------   -------     -------
      Total assets                              $410,845  $368,996    $336,329
                                                 =======   =======     =======

            LIABILITIES AND STOCKHOLDERS' EQUITY

     Accounts payable (principally trade)        $27,402   $27,452     $26,439
     Notes and loans payable                     232,150   201,940     177,035
     Postretirement benefits other than
       pensions                                   38,618    38,187      37,844
     Pensions                                     23,968    22,762       9,451
     Deferred income taxes                         7,359     7,178       6,851
     Accrued expenses and other liabilities       69,976    63,829      57,230
                                                 -------   -------     -------
      Total liabilities                          399,473   361,348     314,850
     Minority interests                              991       834         788
     Stockholders' equity
     $1-2/3 par value common stock
       (outstanding, 560,712,564;
       560,447,797; and 560,223,424 shares)          935       936         936
     Class H common stock (outstanding,
       1,108,139,876; 958,284,272;
       and 958,005,494 shares)                       111        96          96
     Capital surplus (principally additional
       paid-in capital)                           22,815    21,583      21,557
     Retained earnings                            11,855    10,031      10,376
                                                  ------    ------      ------
                                                  35,716    32,646      32,965
     Subtotal
     Accumulated foreign currency translation
       adjustments                                (2,292)   (2,784)     (2,770)
     Net unrealized loss on derivatives             (205)     (205)       (188)
     Net unrealized gains on securities              612       372         268
     Minimum pension liability adjustment        (23,450)  (23,215)     (9,584)
                                                  ------    ------      ------
                                                 (25,335)  (25,832)    (12,274)
                                                  ------    ------      ------
     Accumulated other comprehensive loss
                                                  10,381     6,814      20,691
                                                 -------    ------     -------
     Total stockholders' equity
     Total liabilities and stockholders' equity $410,845   $368,996   $336,329
                                                 =======    =======    =======

                                       17
GENERAL MOTORS CORPORATION AND SUBSIDIARIES
           SUPPLEMENTAL INFORMATION TO THE CONSOLIDATED BALANCE SHEETS

                                                June 30,              June 30,
                                                  2003    Dec, 31,     2002
                                              (Unaudited)   2002    (Unaudited)
                                                --------   -------    --------
                        ASSETS                      (dollars in millions)
     Automotive, Communications Services, and
       Other Operations
     Cash and cash equivalents                   $18,582   $13,291     $14,421
     Marketable securities                         4,913     2,174       1,014
                                                 -------   -------     -------
      Total cash and marketable securities        23,495    15,465      15,435
     Accounts and notes receivable (less
       allowances)                                 6,584     5,861       5,686
     Inventories (less allowances)                11,093     9,967       9,757
     Equipment on operating leases - (less
       accumulated depreciation)                   5,946     5,305       4,390
     Deferred income taxes and other current
       assets                                     10,917    10,816       8,730
                                                  ------    ------     -------
      Total current assets                        58,035    47,414      43,998
     Equity in net assets of nonconsolidated
       associates                                  5,249     5,044       5,115
     Property - net                               36,407    35,693      34,738
     Intangible assets - net                      14,715    14,611      13,763
     Deferred income taxes                        30,496    31,431      22,138
     Other assets                                  8,016     7,781      17,307
                                                 -------   -------     -------
      Total Automotive, Communications Services,
        and Other Operations assets              152,918   141,974     137,059

     Financing and Insurance Operations
     Cash and cash equivalents                    12,427     8,158       3,942
     Investments in securities                    13,864    14,651      13,290
     Finance receivables - net                   153,600   134,647     119,636
     Investment in leases and other receivables   41,470    35,517      34,168
     Other assets                                 36,566    34,049      28,234
     Net receivable from Automotive,
       Communications Services, and
       Other Operations                            1,128     1,089         638
                                                 -------   -------     -------

      Total Financing and Insurance Operations
        assets                                   259,055   228,111     199,908
                                                 -------   -------     -------
     Total assets                               $411,973  $370,085    $336,967
                                                 =======   =======     =======

         LIABILITIES AND STOCKHOLDERS' EQUITY

     Automotive, Communications Services, and
       Other Operations
     Accounts payable (principally trade)        $21,351   $20,169     $19,459
     Loans payable                                   705     1,516       1,545
     Accrued expenses                             43,720    40,518      36,513
     Net payable to Financing and Insurance
       Operations                                  1,128     1,089         638
                                                  ------    ------      ------
      Total current liabilities                   66,904    63,292      58,155
     Long-term debt                               20,513    16,651      16,831
     Postretirement benefits other than pensions  34,674    34,275      33,990
     Pensions                                     23,901    22,709       9,410
     Other liabilities and deferred income taxes  15,634    15,461      14,506
                                                 -------   -------     -------
      Total Automotive, Communications Services,
       and Other Operations liabilities          161,626   152,388     132,892

     Financing and Insurance Operations
     Accounts payable                              6,051     7,283       6,980
     Debt                                        210,932   183,773     158,659
     Other liabilities and deferred income taxes  21,992    18,993      16,957
                                                 -------   -------     -------
      Total Financing and Insurance Operations
        liabilities                              238,975   210,049     182,596
                                                 -------   -------     -------
        Total liabilities                        400,601   362,437     315,488
     Minority interests                              991       834         788
     Stockholders' equity
     $1-2/3 par value common stock (outstanding,
       560,712,564; 560,447,797; and
       560,223,424 shares)                           935       936         936
     Class H common stock (outstanding,
       1,108,139,876; 958,284,272;
       and 958,005,494 shares)                       111        96          96
     Capital surplus (principally additional
       paid-in capital)                           22,815    21,583      21,557
     Retained earnings                            11,855    10,031      10,376
                                                  ------    ------      ------
        Subtotal                                  35,716    32,646      32,965
     Accumulated foreign currency translation
       adjustments                                (2,292)   (2,784)     (2,770)
     Net unrealized loss on derivatives             (205)     (205)       (188)
     Net unrealized gains on securities              612       372         268
     Minimum pension liability adjustment        (23,450)  (23,215)     (9,584)
                                                  ------    ------      ------
        Accumulated other comprehensive loss     (25,335)  (25,832)    (12,274)
                                                  ------    ------      ------
     Total stockholders' equity                   10,381     6,814      20,691
                                                  ------    ------      ------
     Total liabilities and stockholders' equity $411,973  $370,085    $336,967
                                                 =======   =======     =======

     The above Supplemental Information is intended to facilitate analysis
     of General Motors Corporation's businesses: (1) Automotive,
     Communications Services, and Other Operations; and (2) Financing
     and Insurance Operations.

                                       18
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                   Six Months Ended June 30,
                                                   -------------------------
                                                     2003        2002
                                                     ----        ----
                                                   (dollars in millions)
     Net cash provided by operating activities    $13,079     $12,876

     Cash flows from investing activities
     Expenditures for property                     (3,325)     (3,540)
     Investments in marketable securities -
       acquisitions                                (7,200)    (24,374)
     Investments in marketable securities -
       liquidations                                 5,804      22,310
     Net originations and purchases of mortgage
       servicing rights                            (1,152)       (959)
     Increase in finance receivables              (71,636)    (67,200)
     Proceeds from sales of finance receivables    49,635      56,852
     Operating leases - acquisitions               (6,728)     (7,053)
     Operating leases - liquidations                5,668       5,016
     Investments in companies, net of cash
       acquired                                       (70)       (274)
     Proceeds from sale of business units           1,076           -
     Other                                         (1,111)        205
                                                   ------      ------
     Net cash used in investing activities        (29,039)    (19,017)
                                                   ------      ------

     Cash flows from financing activities
     Net decrease in loans payable                    825        (632)
     Long-term debt - borrowings                   42,622      18,473
     Long-term debt - repayments                  (17,803)    (11,407)
     Repurchases of common and preference stocks        -         (97)
     Proceeds from issuing common stocks                -          69
     Proceeds from sales of treasury stocks             -          19
     Cash dividends paid to stockholders             (560)       (607)
                                                   ------       -----
     Net cash provided by financing activities     25,084       5,818
                                                   ------       -----

     Effect of exchange rate changes on cash and
      cash equivalents                                436         131
                                                   ------      ------
     Net decrease in cash and cash equivalents      9,560        (192)
     Cash and cash equivalents at beginning of
       the period                                  21,449      18,555
                                                   ------      ------
     Cash and cash equivalents at end of the
       period                                     $31,009     $18,363
                                                   ======      ======

                                       19
GENERAL MOTORS CORPORATION AND SUBSIDIARIES

                         SUPPLEMENTAL INFORMATION TO THE
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                            Automotive, Comm.    Financing and
                                             Serv. and Other       Insurance
                                            -----------------    --------------
                                                 Six Months Ended June 30,
                                            -----------------------------------
                                              2003     2002      2003     2002
                                              ----     ----      ----     ----
                                                   (dollars in millions)
     Net cash provided by operating
       activities                           $7,407   $5,580    $5,672   $7,296

     Cash flows from investing activities
     Expenditures for property              (2,941)  (3,494)     (384)     (46)
     Investments in marketable securities
       - acquisitions                       (2,839)    (802)   (4,361) (23,572)
     Investments in marketable securities
       - liquidations                          100      578     5,704   21,732
     Net originations and purchases of
       mortgage servicing rights                 -        -    (1,152)    (959)
     Increase in finance receivables             -        -   (71,636) (67,200)
     Proceeds from sales of finance
       receivables                               -        -    49,635   56,852
     Operating leases - acquisitions             -        -    (6,728)  (7,053)
     Operating leases - liquidations                      -     5,668    5,016
     Investments in companies, net of cash
       acquired                                (70)    (124)        -     (150)
     Proceeds from sale of business units    1,076        -         -        -
     Other                                    (175)     510      (936)    (305)
                                            ------    -----    ------   ------
     Net cash used in investing activities  (4,849)  (3,332)  (24,190) (15,685)
                                             -----    -----    ------   ------

     Cash flows from financing activities
     Net increase (decrease) in loans
       payable                                (943)    (857)    1,768      225
     Long-term debt - borrowings             4,060    6,186    38,562   12,287
     Long-term debt - repayments              (236)    (183)  (17,567) (11,224)
     Repurchase of common and preference
       stocks                                    -      (97)        -        -
     Proceeds from issuing common stocks         -       69         -        -
     Proceeds from sales of treasury stocks      -       19         -        -
     Cash dividends paid to stockholders      (560)    (607)        -        -
                                             -----     ----    ------    -----
     Net cash provided by (used in)
       financing activities                  2,321    4,530    22,763    1,288
                                             -----     -----   ------    -----

     Effect of exchange rate changes on
       cash and cash equivalents               373      130        63        1

     Net transactions with
       Automotive/Financing Operations          39     (919)      (39)     919
                                            ------    -----    ------   ------
     Net increase (decrease) in cash and
       cash equivalents                      5,291    5,989     4,269   (6,181)

     Cash and cash equivalents at
       beginning of the period              13,291    8,432     8,158   10,123
                                            ------   ------    ------   ------

     Cash and cash equivalents at end of
       the period                          $18,582  $14,421   $12,427   $3,942
                                            ======   ======    ======    =====

     The above Supplemental Information is intended to facilitate analysis
     of General Motors Corporation's businesses: (1) Automotive,
     Communications Services, and Other Operations; and (2) Financing
     and Insurance Operations.

                                    # # # #

                                       20
HUGHES  REPORTS STRONG SECOND  QUARTER 2003 RESULTS;  ATTAINS  POSITIVE NET
INCOME AND INCREASES COMPANY AND DIRECTV U.S. FULL-YEAR GUIDANCE

     DIRECTV U.S.  Operating Profit before  Depreciation  and Amortization  More
Than  Doubles to Record $325 Million and  Operating  Profit More Than Triples to
$201 Million;

     DIRECTV U.S. Attains Net Owned and Operated Subscriber Additions of 181,000

     El  Segundo,  Calif.,  July  16,  2003 --  Hughes  Electronics  Corporation
("HUGHES"),  a  world-leading  provider  of  digital  television  entertainment,
broadband   satellite   networks  and  services,   and  global  video  and  data
broadcasting, today reported that second quarter 2003 revenues increased 8.1% to
$2,370.7  million  compared with $2,192.3 million in the second quarter of 2002.
Operating  profit  before  depreciation  and  amortization/1/  for  the  quarter
increased  167.0% to $404.7  million and  operating  profit  increased to $140.0
million compared with operating  profit before  depreciation and amortization of
$151.6  million  and an  operating  loss of $98.7  million in the same period of
2002.  In addition,  HUGHES had second  quarter 2003 net income of $21.6 million
compared to a net loss of $155.1 million in the same period of 2002.

     "Continued  strong  performance by our DIRECTV U.S.  business drove HUGHES'
revenues and operating profit before depreciation and amortization growth in the
quarter," said Jack A. Shaw, HUGHES' president and chief executive officer.  "In
particular, DIRECTV U.S. achieved revenue growth of over 16% to $1.8 billion and
more than doubled its operating  profit before  depreciation and amortization to
an  all-time  record of $325  million  in the  quarter.  These  results  reflect
continued solid subscriber  growth including 181,000 net additions in the second
quarter,  a $2.80 increase in ARPU - or average monthly revenue per subscriber -
to  nearly  $61,  and  significant  improvement  in  operating  profit  margins.
Primarily due to these strong  results,  we are  increasing  both the HUGHES and
DIRECTV  U.S.  full year 2003  guidance  for revenue,  operating  profit  before
depreciation and amortization, operating profit and cash flow."

     Shaw added,  "Hughes Network Systems, or HNS, also contributed to growth in
both our revenue and operating  profit before  depreciation  and amortization in
the quarter due to solid performance in their set-top box and broadband consumer
businesses.   The  revenue  and  operating   profit  before   depreciation   and
amortization  comparison  in the  quarter was also  impacted  by the  additional
revenues  generated and losses recognized in 2002 from the World Cup programming
provided by DIRECTV Latin America."

     Shaw  finished,  "Over the past two  years,  we have  executed  on a growth
strategy  that focuses on cost  management  and cash flow,  and as a result,  we
reached  another  important  milestone  in the  quarter:  net  income.  In fact,
excluding  one-time gains related to the sale of  businesses,  this is the first
time since early 1999 that HUGHES has generated net income. In addition,  HUGHES
generated positive cash flow for the second consecutive quarter."

     HUGHES had second  quarter 2003 net income of $21.6  million  compared to a
net loss of  $155.1  million  in the same  period  of 2002.  This  increase  was
principally  due to an increase in operating  profit driven by the DIRECTV U.S.,
DIRECTV Latin America and HNS operational  improvements  mentioned above,  lower
interest  expense  primarily  related  to a charge  of $47  million  for  losses
associated  with the final  settlement  of a  contractual  dispute  with General
Electric  Capital  Corporation  ("GECC") in 2002 and lower net losses at DIRECTV
Broadband,  now accounted for as a discontinued operation due to its shutdown on
February  28,  2003.  These  improvements  were  partially  offset by income tax
expense in the second quarter of 2003 compared with an income tax benefit in the
same period of 2002 due primarily to HUGHES generating pre-tax income instead of
pre-tax losses. Also impacting the second quarter of 2002 was a $37 million gain
resulting from the favorable  resolution of remaining  contingencies  associated
with the exit from the DIRECTV Japan business (recorded in Other, net).

                                       21
***Based  upon  recent  SEC  guidance  and to  improve  the  clarity of its
earnings releases,  HUGHES will no longer use the acronym previously referred to
as "EBITDA" or "earnings before interest,  taxes, depreciation and amortization"
and instead will now use the phrase  "operating  profit before  depreciation and
amortization."  This is a change in name only and HUGHES has not changed the way
it  calculates  current or prior  results  for this  financial  measure.  HUGHES
believes  operating profit before  depreciation and amortization is a measure of
performance used by some investors,  equity analysts and others to make informed
investment  decisions.  HUGHES'  management  and  its  board  of  directors  use
operating profit before  depreciation and amortization to evaluate the operating
performance of HUGHES and its business segments, as a measure of performance for
incentive compensation purposes, and for other purposes discussed in footnote 1,
below.  HUGHES  reconciles  this  non-GAAP  measure to  operating  profit in the
schedule  below  titled  Non-GAAP  Financial  Reconciliation  Schedule.   HUGHES
calculates  "cash  flow"  as the  sum of the  GAAP  measures  "cash  flows  from
operating activities" and "cash flows from investing activities."***

                           SIX-MONTH FINANCIAL REVIEW

     For the first half of 2003,  revenues  increased 9.0% to $4,598.0  million,
compared  to  $4,217.1  million  in the  first  half  of 2002  primarily  due to
continued  subscriber growth and higher ARPU at DIRECTV U.S. and increased sales
of  set-top  boxes at HNS,  partially  offset by higher  DIRECTV  Latin  America
revenues in 2002 associated with the World Cup programming services and a larger
sub-base, and further devaluations in 2003 to several Latin American currencies.

     Operating  profit before  depreciation  and  amortization for the first six
months of 2003 was $709.7 million and operating  profit before  depreciation and
amortization margin was 15.4%,  compared to operating profit before depreciation
and amortization of $316.1 million and operating profit before  depreciation and
amortization  margin of 7.5% in the first half of 2002.  The 124.5%  increase in
operating profit before  depreciation  and  amortization  and the  corresponding
increase in margin were primarily  attributable  to the additional  gross profit
gained from the DIRECTV U.S.  revenue growth,  reduced losses from the World Cup
programming at DIRECTV Latin America and improved  efficiencies  associated with
HNS'  larger  residential  and small  office/home  office  ("SOHO")  DIRECWAY(R)
subscriber  base. Also impacting the 2002 operating  profit before  depreciation
and  amortization  results  was a  charge  of $48  million  related  to the GECC
settlement and a $95 million one-time gain based on the favorable  resolution of
a lawsuit filed against the U.S.  government on March 22, 1991.  The lawsuit was
based upon the National Aeronautics and Space  Administration's  ("NASA") breach
of contract to launch ten satellites on the Space Shuttle.

     HUGHES'  operating  profit  for the  first six  months  of 2003 was  $181.9
million  compared with an operating  loss of $186.4 million in the first half of
2002. The improvement was due to the higher operating profit before depreciation
and  amortization  partially  offset by  higher  depreciation  and  amortization
expense,  particularly  at  DIRECTV  U.S.  resulting  from the launch of two new
satellites and additional infrastructure expenditures made during the last year.

     For the first six months of 2003,  HUGHES  had a net loss of $29.3  million
compared  to a net loss of  $992.8  million  in the  same  period  of 2002.  The
improvement  was primarily due to a first  quarter 2002 charge  associated  with
HUGHES'  adoption of Statement of Financial  Accounting  Standards  ("SFAS") No.
142,  "Goodwill  and Other  Intangible  Assets" of $681.3  million,  recorded as
"Cumulative effect of accounting change, net of taxes." Also contributing to the
change was the  improved  2003  operating  profit  discussed  above,  a 2002 net
interest expense charge of $74 million related to the GECC settlement and higher
losses in 2002 at DIRECTV Broadband. These improvements were partially offset by
the higher  income  tax  benefit  generated  in 2002  resulting  from the larger
pre-tax loss.

                  SEGMENT FINANCIAL REVIEW: SECOND QUARTER 2003

                            Direct-To-Home Broadcast

     Second  quarter 2003  revenues for the segment  increased  9.4% to $1,943.1
million from  $1,776.3  million in the second  quarter of 2002.  The segment had
operating profit before depreciation and amortization of $299.4 million compared
with operating  profit before  depreciation and amortization of $60.5 million in
the second quarter of 2002.  Operating profit for the segment was $129.9 million
in the second  quarter of 2003 compared to an operating loss of $85.2 million in
the same period of 2002.

     Also,  on February 28, 2003,  HUGHES  completed the shutdown of the DIRECTV
DSL/TM/  service.  DIRECTV  Broadband  is now  accounted  for as a  discontinued
operation in the consolidated  financial statements and its revenues,  operating
costs and  expenses,  and  non-operating  results are no longer  included in the
Direct-To-Home Broadcast segment for the periods presented.

                                       22
United   States/2/:   Excluding   subscribers   in   the   National   Rural
Telecommunications Cooperative ("NRTC") territories,  DIRECTV U.S. added 633,000
gross subscribers and after accounting for churn, 181,000 net subscribers in the
quarter.  DIRECTV U.S. owned and operated subscribers totaled 9.95 million as of
June 30, 2003,  10.7% more than the 8.99 million  cumulative  subscribers  as of
June 30, 2002.  For the second  quarter of 2003, the total number of subscribers
in  NRTC  territories  fell  by  45,000,  reducing  the  total  number  of  NRTC
subscribers as of June 30, 2003, to 1.61 million.  As a result, the DIRECTV U.S.
platform ended the quarter with 11.56 million total subscribers.

     DIRECTV U.S. reported quarterly  revenues of $1,800.2 million,  an increase
of 16.2% from last year's  second  quarter  revenues of  $1,549.6  million.  The
increase was  primarily  due to continued  strong  subscriber  growth as well as
higher  ARPU.  ARPU  increased  approximately  $2.80 to  $60.90  in the  quarter
primarily due to a March 2003 price increase,  increased  customer  purchases of
local  channels,  as well as  additional  fees  from  the  increased  number  of
customers that have multiple set-top receivers.

     Operating  profit  before  depreciation  and  amortization  for the  second
quarter  of 2003  more than  doubled  to a record  $324.8  million  compared  to
operating profit before  depreciation and amortization of $156.6 million in last
year's  second  quarter.  The 107.4%  increase was due to the  additional  gross
profit  gained from the  DIRECTV  U.S.  increased  revenue,  an improved  mix of
higher-margin  revenues  primarily  related to increased  sales of local channel
packages and fees from customers that have multiple set-top  receivers,  and the
favorable impact from a continued emphasis on cost management.

     Operating profit in the quarter  increased to $200.7 million compared to an
operating  profit of $60.6 million in the second  quarter of 2002.  The improved
operating profit was primarily due to the reasons discussed above for the change
in operating profit before  depreciation  and  amortization  partially offset by
increased  depreciation and  amortization  related to the launch of DIRECTV 5 in
May of 2002, and  additional  infrastructure  expenditures  made during the last
year.

     Latin America: On March 18, 2003, DIRECTV Latin America, LLC announced that
in order  to  aggressively  address  the  company's  financial  and  operational
challenges,  it had filed a voluntary petition for reorganization  under Chapter
11 of the U.S.  Bankruptcy  Code.  The  filing  applies  only to  DIRECTV  Latin
America,  LLC,  a U.S.  company,  and  does  not  include  any of its  operating
companies in Latin America and the Caribbean. DIRECTV Latin America, LLC and its
operating companies are continuing regular operations.

     The DIRECTV  service in Latin  America lost 35,000 net  subscribers  in the
second  quarter of 2003  primarily due to the negative  market impact related to
the Chapter 11 reorganization  and the economic turmoil in Venezuela.  The total
number  of  DIRECTV  subscribers  in  Latin  America  as of June 30,  2003,  was
approximately  1,493,000  compared  to  about  1,669,000  as of June  30,  2002,
representing a decline of approximately 10.5%.

     Revenues for DIRECTV Latin America  declined to $143 million in the quarter
from $227 million in the second quarter of 2002 primarily due to the higher 2002
revenues generated from the World Cup soccer tournament,  the devaluation of the
Venezuelan  and Mexican  currencies  over the past year,  as well as the reduced
number of subscribers.

     DIRECTV Latin America  recorded an operating loss before  depreciation  and
amortization of $29 million in the quarter  compared to an operating loss before
depreciation  and  amortization  of $99 million in the same period of 2002.  The
operating  loss in the quarter was $74 million  compared to an operating loss of
$148 million in the second  quarter of 2002.  The smaller  operating loss before
depreciation and amortization and lower operating loss were primarily due to the
$75  million  loss  associated  with the World Cup in 2002 and  aggressive  cost
cutting over the past year including  programming cost reductions resulting from
the  rejection  of  certain   contracts  in  connection   with  the  Chapter  11
reorganization,  partially  offset by a decline in gross  profit  related to the
lower revenues.

                                       23
Satellite Services

     PanAmSat  Corporation  ("PanAmSat"),  which is  approximately  81%-owned by
HUGHES,  generated  second quarter 2003 revenues of $203.5 million compared with
$209.3  million in the same period of the prior year. The decrease was primarily
due to higher  occasional-use  revenues  booked in 2002 related to the World Cup
partially offset by additional  revenues  recorded in 2003 related to PanAmSat's
new G2 Satellite Solutions  division,  which was formed after the acquisition of
Hughes Global Services on March 7, 2003.

     Operating  profit before  depreciation and amortization for the quarter was
$149.3 million and operating profit before  depreciation and amortization margin
was  73.4%,   compared  with  second  quarter  2002   operating   profit  before
depreciation  and  amortization  of $150.7  million and operating  profit before
depreciation and amortization  margin of 72.0%. The decrease in operating profit
before  depreciation  and  amortization was primarily due to the lower revenues,
partially offset by improved operational efficiencies.

     PanAmSat generated  operating profit of $74.4 million in the second quarter
of 2003  compared with  operating  profit of $61.0 million in the same period of
2002.  The improved  operating  profit was  primarily  due to reduced  satellite
depreciation   expense   partially   offset  by  the  operating   profit  before
depreciation and amortization changes discussed above.

     As of  June  30,  2003,  PanAmSat  had  contracts  for  satellite  services
representing  future payments (backlog) of approximately  $5.30 billion compared
to approximately $5.46 billion at the end of the first quarter of 2003.

                                 Network Systems

     HNS generated  second quarter 2003 revenues of $299.6 million compared with
$254.4 million in the second quarter of 2002. The increase was  principally  due
to higher sales of  DIRECTV(R)  receiver  systems and  revenues  from the larger
DIRECWAY  residential  and SOHO  subscriber  base. HNS shipped  750,000  DIRECTV
receiver  systems in the second quarter of 2003 compared to 512,000 units in the
same  period  last  year.  Additionally,  as of  June  30,  2003,  DIRECWAY  had
approximately 166,000 residential and SOHO subscribers in North America compared
to 123,000 one year ago, representing an increase of approximately 35.0%.

     HNS reported an operating loss before depreciation and amortization of $9.2
million  compared to an operating loss before  depreciation  and amortization of
$27.0 million in the second  quarter of 2002.  The operating loss in the quarter
was $29.8 million  compared to an operating  loss of $43.6 million in the second
quarter of 2002. The smaller operating loss before depreciation and amortization
and  operating  loss  was  primarily  attributable  to a  smaller  loss  in  the
residential and SOHO DIRECWAY business due to improved  efficiencies  associated
with the larger  subscriber  base,  and  increased  revenues  and margins in the
set-top box business.

                                       24
BALANCE SHEET

     From December 31, 2002, to June 30, 2003, the company's  consolidated  cash
balance increased  $2,056.8 million to $3,185.4 million and total debt increased
$1,891.0 million to $5,008.8 million. These changes resulted in a decline in net
debt  of  $165.8  million  to  $1,823.4  million.  Net  debt is  defined  as the
difference  between the  consolidated  cash  balance and the  consolidated  debt
balance of HUGHES.  The  change in net debt was  primarily  driven by the strong
operational performance at DIRECTV U.S.

     In the first  quarter of 2003,  DIRECTV U.S.  completed  several  financing
transactions.  On February 28,  DIRECTV U.S.  closed a $1.4 billion senior notes
offering. The $1.4 billion senior notes were offered in a Rule 144A / Regulation
S private  placement and bear interest at an 8.375 percent annual rate,  payable
semi-annually.  The notes will mature on March 15, 2013,  and are callable on or
after March 15, 2008.  The notes are guaranteed by all of DIRECTV U.S.' domestic
subsidiaries.  On March 6, DIRECTV U.S. closed senior secured credit  facilities
totaling  $1.675  billion.  The facilities  consist of a $250 million  five-year
revolving  credit  facility,  a $375 million  five-year  Term A loan and a $1.05
billion  seven-year Term B loan. The Term A loan includes a $200 million delayed
draw component. The facilities are secured by substantially all of DIRECTV U.S.'
assets  and  are  guaranteed  by all of  DIRECTV  U.S.'  domestic  subsidiaries.
Approximately  $2.56  billion  of  the  proceeds  from  the  financings,   after
transaction  fees,  were  distributed to HUGHES and used by HUGHES to repay $506
million of  outstanding  short-term  debt.  These  proceeds are expected to fund
HUGHES'  business plan through  projected  cash flow  breakeven and fund HUGHES'
other corporate purposes.

     As announced on July 15, HUGHES and The Boeing Company reached an agreement
whereby HUGHES will pay Boeing $360 million to settle the  outstanding  purchase
price  adjustment  disputes  arising from Boeing's  October 2000  acquisition of
HUGHES' satellite manufacturing  operations.  The payment will be made to Boeing
in the month of July, 2003.

     Also  subsequent  to the  end of the  second  quarter,  on July  14,  2003,
PanAmSat  made an optional  prepayment  of $350 million  under its $1.25 billion
credit facility from available cash on hand due to strong financial  performance
over the past year. The prepayment was applied pro rata against  PanAmSat's Term
Loan A and Term Loan B. PanAmSat  maintains a cash position of over $500 million
and an unused credit line of an additional $250 million.

     Hughes Electronics Corporation is a unit of General Motors Corporation. The
earnings  of HUGHES  are used to  calculate  the  earnings  attributable  to the
General Motors Class H common stock (NYSE:GMH).

     A live  webcast  of  HUGHES'  second  quarter  2003  earnings  call will be
available on the  company's  website at  www.hughes.com.  The call will begin at
2:00 p.m.  ET,  today.  The dial in number for the call is (913)  981-5517.  The
webcast  will be  archived  on the  Investor  Relations  portion of the  HUGHES'
website  and  a  replay  of  the  call  will  be  available   (dial  in  number:
719-457-0820,  code:  493096)  beginning  at 7:00 p.m. ET on  Thursday,  July 17
through Tuesday, July 22, at 1:00 a.m. ET.

                                       25
HUGHES FINANCIAL GUIDANCE

                                            Third Quarter       Prior Full Year
                                            -------------       ---------------

                                               2003                2003
                                               ----                ----
HUGHES
   Revenues ................................   ~$2.45B          $9.5 - 9.6B
   Operating profit before depreciation
     and amortization ......................   $300 - 350M      1.15 -1.2B
   Operating profit/a/ .....................   $0 - 50M         $50 - 100M
   Cash Flow/b/ ............................   N/A              ~$(200)M

DIRECTV U.S. ...............................
   Revenues ................................   ~$1,875M         ~$7.3B
   Operating profit before depreciation
     and amortization ......................   $225 - 250M      ~$900M
   Operating profit ........................   $90 - 115M       ~$375M
   Net subscriber adds/c/ ..................   N/A              800 - 850K

DIRECTV Latin America ......................
   Revenues ................................   $140 - 160M      $550 - 600M
   Operating loss before depreciation
     and amortization ......................   $(20) - (30)M    $(50)- (75)M
   Operating loss ..........................   $(80) - (100)M   $(250) - (275)M

Hughes Network Systems
   Revenues ................................   $280 - 310M      $1.1 - 1.2B
   Operating profit (loss) before
     depreciation and amortization .........   $(5) - 5M        Breakeven
   Operating loss ..........................   $(15) - (25)M    $(65) - (75)M

PanAmSat
   Revenues ................................   $205 - 215M      $800 - 840M/d/
   New outright sales and
     sales-type leases .....................   None             None/d/
   Operating profit before depreciation
     and amortization ......................   $145 - 155M      $580 - 600M/d/
   Operating profit/a/ .....................   $65 - 85M        $250 - 300M/d/
                                             Revised Full Year

                                                                2003
                                                                ----
HUGHES
   Revenues........................................          $9.7 - 9.8B
   Operating profit before depreciation
     and amortization..............................         $1.25 - 1.35B
   Operating profit/a/.............................          $125 - 225M
   Cash Flow/b/....................................          $100 - 200M

DIRECTV U.S.
   Revenues........................................             ~$7.5B
   Operating profit before depreciation
     and amortization..............................             ~$1.0B
   Operating profit................................             ~$475M
   Net subscriber adds/c/..........................             ~900K

DIRECTV Latin America.
   Revenues........................................           No Change
   Operating loss before depreciation
      and amortization.............................         $(90) - (110)M
   Operating loss..................................        $(310) - (330)M

Hughes Network Systems
   Revenues........................................           No Change
   Operating profit (loss) before
     depreciation and amortization.................           No Change
   Operating loss..................................           No Change

PanAmSat
   Revenues........................................           No Change
   New outright sales and sales-type
     leases........................................           No Change
   Operating profit before depreciation
     and amortization..............................           No Change
   Operating profit/a/.............................           No Change

a  Excludes the potential impact associated with the Galaxy IVR and PAS VIB
   anomalies as discussed in PanAmSat's Form-8K filing on 7/11/03.
b  Defined as "cash flows from operating activities" less "cash flows from
   investing activities".
c  Excludes subscribers in NRTC territories.
d  Includes Hughes Global  Services,  which was formerly  included in HUGHES'
   consolidated guidance.

                                       26
NON-GAAP FINANCIAL RECONCILIATION SCHEDULE*
Second        Second
                                                   Quarter 2003   Quarter 2002    Third Quarter
                                                      Actual        Actual        2003 Guidance
                                                      ------        ------        -------------
HUGHES
   Operating profit/(loss) ........................   $140.0M       $(98.7)M       $0 - 50M
   Plus: depreciation & amortization (D&A).........   $264.7M       $250.3M         ~$300M
                                                      -------        -------        -------
   Operating profit before depreciation and
     amortization .................................   $404.7M       $151.6M        $300 - 350M
                                                      =======        ======         ==========

DIRECTV U.S. ......................................
   Operating profit ...............................   $200.7M       $60.6M         $90 - 115M
   Plus: D&A ......................................   $124.1M       $96.0M         ~$135M
                                                      ------        ------          ---------
   Operating profit before D&A ....................   $324.8M       $156.6M        $225 - 250M
                                                      =======        ======         ==========
DIRECTV Latin America
   Operating loss .................................   $(74)M        $(148)M        $(80) - (100)M
   Plus: D&A ......................................   $45M          $49M           $60 - 70M
                                                      ------        ------          ---------
   Operating loss before D&A ......................   $(29)M        $(99)M         $(20) - (30)M
                                                      =======        ======         ==========
Hughes Network Systems
   Operating loss .................................   $(29.8)M      $(43.6)M       $(15) - (25)M
   Plus: D&A ......................................   $20.6 M       $16.6M         ~$20M
                                                      ------        ------          ---------
   Operating profit (loss) before D&A..............   $(9.2) M      $(27.0)M       $(5) - 5M
                                                      =======        ======         ==========
PanAmSat
   Operating profit ...............................   $74.4M        $61.0M         $65 - 85M
   Plus: D&A ......................................   $74.9M        $89.7M         $70 - 80M
                                                      ------        ------          ---------
   Operating profit before D&A ....................   $149.3M       $150.7M        $145 - 155M
                                                      =======        ======         ==========
Prior Full Year   Revised Full Year
                                             2003 Guidance      2003 Guidance
                                             -------------      -------------

HUGHES
   Operating profit/(loss) .................   $50 - 100M        $125 - 225M
   Plus: depreciation & amortization (D&A) .   ~$1.1B            $1.125B
                                               -----------       -----------
   Operating profit before depreciation and
     amortization ..........................   $1.15 - 1.2B      $1.25 - 1.35B
                                               ============      =============

DIRECTV U.S. ...............................
   Operating profit ........................   ~$375M            ~$475M
   Plus: D&A ...............................   ~$525M            ~$525M
                                               -----------       -----------
   Operating profit before D&A .............   ~$900M            ~$1,000M
                                               ============      =============
DIRECTV Latin America
   Operating loss ..........................   $(250) - (275)M   $(310) - (330)M
   Plus: D&A ...............................   ~$200M            ~$220M
                                               -----------       --------------
   Operating loss before D&A ...............   $(50) - (75)M     $(90) - (110)M
                                               ============      ==============
Hughes Network Systems
   Operating loss ..........................   $(65) - (75)M     $(65) - (75)M
   Plus: D&A ...............................   $65 - 75M         $65 - 75M
                                               -------------     -------------
   Operating profit (loss) before D&A ......      ~$0               ~$0

PanAmSat
   Operating profit ........................   $250 -300M        $250 - 300M
   Plus: D&A ...............................   $300 - 330M       $300 - 330M
                                               -----------       -----------
   Operating profit before D&A .............   $580 - 600M       $580 - 600M
                                               ===========       ===========

                                                  Six months       Six months
                                                     ended           ended
                                                 June 30, 2003    June 30, 2002
                                                     Actual           Actual
                                                     ------           ------
HUGHES
   Operating profit/(loss)......................    $181.9M         $(186.4)M
   Plus: Depreciation & Amortization (D&A)......    $527.8M          $502.5M
                                                    -------           -------
   Operating profit before depreciation
     and amortization............................   $709.7M          $316.1M
                                                    =======           =======

* Additional DIRECTV U.S. non-GAAP  financial  reconciliation is included with
the DIRECTV U.S. stand-alone financial statements included in this earnings
release.

                                       27
(1) Operating profit (loss) before depreciation and amortization,  which is
a non-GAAP  financial  measure,  can be calculated  by adding  amounts under the
caption  "Depreciation  and  amortization"  to  "Operating  Profit  (Loss)",  as
presented in the  Consolidated  Statements of Operations and Available  Separate
Consolidated Net Income (Loss).  This measure should be used in conjunction with
other GAAP financial measures and is not presented as an alternative  measure of
operating  results,  as  determined  in accordance  with  accounting  principles
generally  accepted in the United States of America.  Hughes' management and its
Board of Directors use operating profit before  depreciation and amortization to
evaluate  the  operating  performance  of Hughes and its business  segments,  to
allocate  resources  and capital to its  business  segments  and as a measure of
performance for incentive  compensation  purposes.  Hughes' management also uses
this metric to measure income  generated from  operations  that could be used to
fund  capital  expenditures,  service  debt,  or  pay  taxes.  Depreciation  and
amortization  expense  primarily  represents an allocation to current expense of
the cost of historical capital  expenditures and for intangible assets resulting
from  prior   business   acquisitions.   To  compensate  for  the  exclusion  of
depreciation  and amortization  from operating  profit,  Hughes'  management and
Board of Directors  separately  measure and budget for capital  expenditures and
business acquisitions.

     Hughes believes this measure is useful to investors,  along with other GAAP
measures (such as revenues, operating profit and net income), to compare Hughes'
operating performance to other  communications,  entertainment and media service
providers.  Hughes  believes that investors use current and projected  operating
profit before  depreciation  and  amortization  and similar measures to estimate
Hughes' current or prospective  enterprise value and make investment  decisions.
This  metric  provides  investors  with a means  to  compare  operating  results
exclusive of depreciation and amortization.  Hughes' management believes this is
useful given the significant  variation in depreciation and amortization expense
that can result from the timing of capital  expenditures,  the capitalization of
intangible  assets in  purchase  accounting,  potential  variations  in expected
useful lives when compared to other companies and periodic  changes to estimated
useful lives.

     Operating profit before  depreciation and amortization margin is calculated
by dividing  operating  profit before  depreciation  and  amortization  by total
revenues.

     (2) The discussion of financial  results for DIRECTV U.S.  reflects amounts
included in the stand-alone  financial  statements of DIRECTV  Holdings LLC that
are included later in this earnings  release.  HUGHES  records  certain items as
corporate  expenses  in HUGHES  consolidated  financial  statements  pursuant to
Statement of Financial  Accounting Standards No. 131, "Disclosure about Segments
of  an  Enterprise  and  Related  Information."  Generally  accepted  accounting
principles  also  require  these  expenses to be  reflected  in the  stand-alone
financial  statements  of DIRECTV  Holdings  LLC. As a result,  the DIRECTV U.S.
operating  profit before  depreciation  and  amortization  and operating  profit
results  include  approximately  $3 million and $4 million of pension expense in
the second  quarter of 2002 and 2003,  respectively,  which  HUGHES  includes in
"Eliminations  and Other" for segment  reporting  purposes  in its  consolidated
statements.

     NOTE: This release may contain certain statements that Hughes believes are,
or may be considered to be, "forward-looking  statements," within the meaning of
various provisions of the Securities Act of 1933 and of the Securities  Exchange
Act of 1934. These forward-looking statements generally can be identified by use
of statements that include phrases such as we "believe," "expect," "anticipate,"
"intend,"  "plan,"  "foresee"  or other  similar  words or  phrases.  Similarly,
statements that describe our objectives, plans or goals also are forward-looking
statements. All of these forward-looking statements are subject to certain risks
and  uncertainties  that could cause Hughes' actual results to differ materially
from  historical  results or from  those  expressed  or implied by the  relevant
forward-looking statement. Risk factors which could cause actual performance and
future actions to differ materially from forward-looking  statements made herein
include, but are not limited to, economic conditions,  product demand and market
acceptance,  government action,  local political or economic  developments in or
affecting countries where Hughes has operations,  including political,  economic
and social  uncertainties  in many Latin  American  countries in which the Latin
America DIRECTV  businesses  operate,  potential  adverse effects of the DIRECTV
Latin America, LLC Chapter 11 bankruptcy proceedings,  foreign currency exchange
rates,  ability to obtain  export  licenses,  competition,  the outcome of legal
proceedings,  ability  to achieve  cost  reductions,  ability to timely  perform
material  contracts,  ability to renew  programming  contracts  under  favorable
terms,  technological risk,  limitations on access to distribution channels, the
success  and  timeliness  of  satellite   launches,   in-orbit   performance  of
satellites,  loss of  uninsured  satellites,  ability  of  customers  to  obtain
financing,   Hughes'  ability  to  access  capital  to  maintain  its  financial
flexibility  and the effects of the  strategic  transactions  that GM and Hughes
have entered into with News Corporation.

                                       ###

                                       28
HUGHES ELECTRONICS CORPORATION
CONSOLIDATED  STATEMENTS OF  OPERATIONS  AND
AVAILABLE  SEPARATE  CONSOLIDATED  NET INCOME (LOSS)
(Dollars in Millions)
(Unaudited)
Three Months            Six Months
                                                    Ended June 30,         Ended June 30,
                                                    --------------         --------------
                                                   2003       2002        2003        2002
                                                   ----       ----        ----        ----
Revenues.
Direct broadcast, leasing and other services   $2,186.1   $1,986.6    $4,267.9    $3,831.2
Product sales ..............................      184.6     205.7        330.1       385.9
                                                  -----     -----        -----       -----

Total Revenues .............................    2,370.7    2,192.3     4,598.0     4,217.1
                                                =======    =======     =======     =======

Operating Costs and Expenses, Exclusive of
  Depreciation and Amortization
  Expenses Shown Separately Below
Broadcast programming and other costs ......    1,075.3    1,080.1     2,137.0     1,985.8
Cost of products sold ......................      169.8      184.7       312.8       357.7
Selling, general and administrative expenses      720.9      775.9     1,438.5     1,557.5
Depreciation and amortization ..............      264.7      250.3       527.8       502.5
                                                  -----      -----       -----       -----

Total Operating Costs and Expenses .........    2,230.7    2,291.0     4,416.1     4,403.5
                                                =======    =======     =======     =======

Operating Profit (Loss) ....................      140.0      (98.7)      181.9      (186.4)
Interest income ............................       15.7        7.4        21.9        11.7
Interest expense ...........................      (84.2)    (121.4)     (164.7)     (197.7)
Reorganization expense .....................       (4.1)        --       (11.0)         --
Other, net .................................      (10.5)       8.9       (38.6)      (32.7)
                                                  -----        ---       -----       -----

Income (Loss) From Continuing Operations
  Before Income Taxes, Minority
  Interests and Cumulative Effect
  of Accounting Change .....................       56.9     (203.8)      (10.5)     (405.1)
Income tax (expense) benefit ...............      (20.5)      77.5         3.7       154.0
Minority interests in net earnings
  of subsidiaries ..........................       (7.4)      (3.5)      (14.8)      (10.2)
                                                   ----       ----       -----       -----

Income (loss) from continuing operations
  before cumulative effect of accounting
  change ...................................       29.0     (129.8)      (21.6)     (261.3)
Loss from discontinued operations,
  net of taxes .............................       (7.4)     (25.3)       (7.7)      (50.2)

Income (loss) before cumulative
  effect of accounting change ..............       21.6     (155.1)      (29.3)     (311.5)
Cumulative effect of accounting
  change, net of taxes .....................         --         --          --      (681.3)
                                                   ----       ----       -----       -----

Net Income (Loss) ..........................       21.6     (155.1)      (29.3)     (992.8)
Preferred stock dividends ..................         --      (22.8)         --       (46.9)

Earnings (Loss) Used for Computation of
  Available Separate Consolidated Net
  Income (Loss) ............................      $21.6    $(177.9)     $(29.3)  $(1,039.7)
                                                  -----    -------      ------   ---------

Available Separate Consolidated
  Net Income (Loss)
Average number of shares of General
   Motors Class H Common Stock
   outstanding (in millions) (Numerator) ...    1,107.8      884.0     1,048.8       880.8
Average Class H dividend base
   (in millions) (Denominator) .............    1,382.1    1,307.6     1,382.0     1,304.4
Available Separate Consolidated
   Net Income (Loss) .......................      $17.3    $(120.3)     $(22.2)    $(702.1)
                                                  =====    =======      ======     =======
29
HUGHES ELECTRONICS CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)

                                               June 30,
                                                 2003       December 31,
                                               Unaudited)      2002
                                               ----------      ----

ASSETS.
Current Assets.
Cash and cash equivalents....................    $3,185.4   $1,128.6
Accounts and notes receivable, n
  net of allowances of $115.9 and $102.4.....     1,061.6    1,133.9
Contracts in process.........................       117.6      165.9
Inventories..................................       297.3      230.3
Deferred income taxes........................        88.7       97.7
Prepaid expenses and other...................       825.4      900.0
                                                    -----      -----

Total Current Assets.........................     5,576.0    3,656.4
Satellites, net..............................     4,892.4    4,922.6
Property, net................................     1,906.4    2,017.4
Goodwill, net................................     5,777.5    5,775.2
Intangible Assets, net.......................       607.7      644.7
Net Investment in Sales-type Leases..........       149.6      161.9
Investments and Other Assets.................       757.4      706.9
                                                    -----      -----

Total Assets.................................   $19,667.0  $17,885.1
                                                =========  =========

LIABILITIES AND STOCKHOLDER'S EQUITY.
Current Liabilities
Accounts payable.............................    $1,021.7   $1,039.0
Deferred revenues............................       156.6      166.4
Short-term borrowings and current
  portion of long-term debt..................        62.7      727.8
Accrued liabilities and other................     1,320.8    1,269.9
                                                  -------    -------

Total Current Liabilities....................     2,561.8    3,203.1
Long-Term Debt...............................     4,946.1    2,390.0
Other Liabilities and Deferred Credits.......     1,094.3    1,178.4
Deferred Income Taxes........................       512.3      581.2
Commitments and Contingencies
Minority Interests...........................       576.7      555.3
Stockholder's Equity.........................     9,975.8    9,977.1
                                                  -------    -------

Total Liabilities and Stockholder's Equity...   $19,667.0  $17,885.1
                                                =========  =========

Holders of GM Class H common stock have no direct rights in the equity or assets
of Hughes,  but rather  have  rights in the equity and assets of General  Motors
(which includes 100% of the stock of Hughes).

                                       30
HUGHES ELECTRONICS CORPORATION
SELECTED SEGMENT DATA
(Dollars in Millions)
(Unaudited)
Three Months              Six Months
                                             Ended June 30,           Ended June 30,
                                             --------------           --------------
                                            2003        2002         2003         2002
                                            ----        ----         ----         ----
DIRECT-TO-HOME BROADCAST
Total Revenues .....................   $1,943.1     $1,776.3     $3,791.0     $3,406.7
Operating Profit Before Depreciation
  and Amortization (1) .............      299.4         60.5        510.7         39.6
Operating Profit Before Depreciation
   and Amortization Margin (1) .....       15.4%         3.4%        13.5%         1.2%
Operating Profit (Loss) ............     $129.9       $(85.2)      $168.2      $(249.2)
Operating Profit Margin ............        6.7%         N/A          4.4%         N/A
Depreciation and Amortization ......     $169.5       $145.7       $342.5       $288.8
Capital Expenditures ...............       65.6        140.0        138.8        264.6
                                           ----        -----        -----        -----

SATELLITE SERVICES
Total Revenues .....................     $203.5       $209.3       $403.3       $416.4
Operating Profit Before Depreciation
 and Amortization (1) ..............      149.3        150.7        297.9        301.8
Operating Profit Before Depreciation
  and Amortization Margin (1) ......       73.4%        72.0%        73.9%        72.5%
Operating Profit ...................      $74.4        $61.0       $150.7       $118.1
Operating Profit Margin ............       36.6%        29.1%        37.4%        28.4%
Depreciation and Amortization ......      $74.9        $89.7       $147.2       $183.7
Capital Expenditures ...............       21.7        109.5         54.8        183.5
                                           ----        -----         ----        -----

NETWORK SYSTEMS ....................
Total Revenues .....................     $299.6       $254.4       $547.0       $497.2
Operating Loss Before Depreciation
  and Amortization (1) .............       (9.2)       (27.0)       (31.4)       (57.5)
Operating Loss .....................      (29.8)       (43.6)       (69.6)       (92.1)
Depreciation and Amortization ......       20.6         16.6         38.2         34.6
Capital Expenditures ...............       55.3         87.8        109.4        216.1
                                           ----         ----        -----        -----

ELIMINATIONS and OTHER
Total Revenues .....................     $(75.5)      $(47.7)     $(143.3)     $(103.2)
Operating Profit (Loss) Before
  Depreciation and Amortization (1)       (34.8)       (32.6)       (67.5)        32.2
Operating Profit (Loss) ............      (34.5)       (30.9)       (67.4)        36.8
Depreciation and Amortization ......       (0.3)        (1.7)        (0.1)        (4.6)
Capital Expenditures ...............       29.3         13.1         56.4         32.1
                                           ----         ----         ----         ----

TOTAL ..............................
Total Revenues .....................   $2,370.7     $2,192.3     $4,598.0     $4,217.1
Operating Profit Before
  Depreciation and Amortization (1)       404.7        151.6        709.7        316.1
Operating Profit Before Depreciation
  and Amortization Margin (1) ......       17.1%         6.9%        15.4%         7.5%
Operating Profit (Loss) ............     $140.0       $(98.7)      $181.9      $(186.4)
Operating Profit Margin ............        5.9%         N/A          4.0%         N/A
Depreciation and Amortization ......     $264.7       $250.3       $527.8       $502.5
Capital Expenditures ...............      171.9        350.4        359.4        696.3
                                          =====        =====        =====        =====
(1) See footnote 1 above.

                                       31
The Following Pages Reflect DIRECTV U.S.' Financial Statements and

                            Other Data as a Stand Alone Entity

                                       32
DIRECTV HOLDINGS LLC
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (Unaudited)
Three Months               Six Months
                                               Ended June 30,            Ended June 30,
                                             -----------------          ---------------
                                               2003          2002       2003       2002
                                               ----          ----       ----       ----
(dollars in millions)
Revenues...................................  $1,800.2      $1,549.6   $3,508.3   $3,015.4
Operating Costs and Expenses, exclusive
  of depreciation and amortization expense
  shown below.
   Programming and other costs.............     702.9         623.0    1,398.4    1,227.4
   Subscriber service expenses.............     150.8         150.4      307.2      297.7
   Subscriber acquisition costs:
    Third party customer acquisitions......     306.1         320.8      619.2      682.5
    Direct customer acquisitions...........      69.5          36.4      137.2       65.8
   Retention, upgrade and other
     marketing costs.......................      88.7         116.4      182.5      194.0
   Broadcast operations expenses...........      38.2          29.3       72.1       60.2
   General and administrative expenses.....     119.2         116.7      236.5      237.5
Depreciation and amortization expense......     124.1          96.0      248.5      181.1
                                                -----          ----      -----      -----

   Total Operating Costs and Expenses......   1,599.5       1,489.0    3,201.6    2,946.2
                                              -------       -------    -------    -------

Operating Profit...........................     200.7          60.6      306.7       69.2
Interest expense, net......................     (57.3)        (26.7)     (86.5)     (54.8)
Other loss, net............................      (2.9)         (0.1)      (4.0)      (0.3)
                                                 ----          ----       ----       ----

Income Before Income Taxes.................     140.5          33.8      216.2       14.1
Income tax expense.........................     (52.7)        (12.6)     (81.1)      (5.3)
                                                -----         -----      -----       ----

Net Income.................................     $87.8         $21.2     $135.1       $8.8
                                                =====         =====     ======       ====
33
DIRECTV HOLDINGS LLC
                               CONSOLIDATED BALANCE SHEETS
                                       (Unaudited)
June 30,    December 31,
                                                                 2003             2002
                                                                 (dollars in millions)
                                          ASSETS
Current Assets
Cash and cash equivalents.................................    $324.5       $14.1
    Accounts receivable, net of allowances of $54.8 and $54.3.     447.7       506.7
    Inventories, net..........................................      98.9        62.6
    Prepaid expenses and other................................     480.2       545.8
                                                                   -----       -----

        Total Current Assets..................................   1,351.3     1,129.2
Satellites, net...............................................   1,001.0     1,011.3
Property, net.................................................     748.0       838.6
Goodwill, net.................................................   2,890.8     2,888.5
Intangible Assets, net........................................     586.7       623.7
Other Assets..................................................     115.5        87.3
                                                                   -----        ----

        Total Assets..........................................  $6,693.3    $6,578.6
                                                                ========    ========

                LIABILITIES AND OWNER'S EQUITY
Current Liabilities
    Accounts payable and accrued liabilities..................   1,167.0     1,139.2
    Unearned subscriber revenue...............................     144.8       156.6
    Current portion of long-term debt.........................      16.0          --
                                                                    ----     -------

        Total Current Liabilities.............................   1,327.8     1,295.8
Long-Term Debt................................................   2,609.0         --
Other Liabilities and Deferred Credits........................     411.8       477.6
Deferred Income Taxes.........................................     245.0       246.7
Commitments and Contingencies
Owner's Equity
    Capital stock and additional paid-in capital..............   2,788.3     5,385.1
    Accumulated deficit.......................................    (688.6)     (823.7)
                                                                  ------      ------

Subtotal Owner's Equity                                          2,099.7     4,561.4
                                                                 -------     -------

    Accumulated Other Comprehensive Loss
      Accumulated unrealized losses on securities.............        --        (2.9)
                                                                 -------     -------

        Total Owner's Equity..................................   2,099.7     4,558.5
                                                                 -------     -------

        Total Liabilities and Owner's Equity..................  $6,693.3    $6,578.6
                                                                ========    ========
34
DIRECTV Holdings LLC
                     Non-GAAP Financial Reconciliation and Other Data
                                       (Unaudited)

                 Pre-Marketing Margin Reconciliation to Operating Profit
For the Quarter     For the Six Months        Guidance
                                              Ended June 30,       Ended June 30,           Full Year
                                              --------------       --------------           ---------
                                              2003       2002       2003        2002          2003
                                              ----       ----       ----        ----          ----
                                                   (dollars in millions)
Operating profit............................ $200.7     $60.6      306.7       $69.2       ~ $475
Add back: Subscriber acquisition costs
        Third party customer acquisitions...  306.1     320.8      619.2       682.5          **
        Direct customer acquisitions........   69.5      36.4      137.2        65.8          **
      Depreciation and amortization expense.  124.1      96.0      248.5       181.1          **
      Retention, upgrade and other
        marketing costs.....................   88.7     116.4      182.5       194.0          **
                                               ----     -----      -----       -----      -------------

Subtotal....................................  588.4     569.6    1,187.4     1,123.4      2,600 - 2,675
                                              -----     -----    -------     -------      -------------

Pre-marketing margin*....................... $789.1    $630.2    1,494.1    $1,192.6     $3,075 - $3,150

                                             ======     =====    =======     =======      ==============

Pre-marketing margin as a percentage
  of revenue*                                  43.8%     40.7%      42.6%      39.6%        41% - 42%
Other Data
For the Quarter     For the Six Months
                                               Ended June 30,       Ended June 30,
                                              --------------       --------------
                                              2003       2002       2003        2002
                                              ----       ----       ----        ----
Average monthly revenue per subscriber
(ARPU)................................     $60.90    $58.10     $60.10      $57.50
Average monthly subscriber churn--%.....        1.5%      1.7%       1.5%        1.7%
Average subscriber acquisition costs
  (SAC).................................       $595      $545       $565        $530
Total number of subscribers--platform
  (000's)...............................     11,557    10,746     11,557      10,746
Total owned and operated subscribers
  (000's)...............................      9,949     8,995      9,949       8,995
(*) Pre-Marketing Margin, which is a financial measure that is not determined in
accordance with accounting principles generally accepted in the United States of
America, or GAAP, is calculated by adding amounts under the captions "Subscriber
acquisition  costs",   "Retention,   upgrade  and  other  marketing  costs"  and
"Depreciation and amortization  expense" to "Operating  Profit".  This financial
measure should be used in conjunction with other GAAP financial  measures and is
not presented as an alternative  measure of operating results,  as determined in
accordance with GAAP. Hughes and DIRECTV management use Pre-Marketing  Margin to
evaluate the profitability of DIRECTV's current  subscriber base for the purpose
of  allocating  resources  to  discretionary  activities  such  as,  adding  new
subscribers,  retaining  and  upgrading  existing  subscribers  and for  capital
expenditures.  To compensate for the exclusion of "Subscriber acquisition costs"
and  "Retention,  upgrade  and  other  marketing  costs",  management  also uses
operating  profit  before  depreciation  and  amortization  expense  to  measure
profitability.

Hughes and DIRECTV believe this measure is useful to investors, along with other
GAAP measures (such as revenues,  operating  profit and net income),  to compare
DIRECTV's operating performance to other communications, entertainment and media
companies.  Hughes and  DIRECTV  believe  that  investors  also use  current and
projected Pre-Marketing Margin to determine the ability of DIRECTV's current and
projected  subscriber base to fund  discretionary  spending and to determine the
financial returns for subscriber additions.

(**) No individual guidance provided.

                                       35
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            GENERAL MOTORS CORPORATION
                                            --------------------------
                                                    (Registrant)
Date    July 17, 2003
        -------------
                                            By
                                            /s/Peter R. Bible
                                            --------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)

                                       36