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





                                    FORM 8-K
                    CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report
(Date of earliest event reported) March 11, 2002
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                           GENERAL MOTORS CORPORATION
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             (Exact name of registrant as specified in its charter)




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




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







Registrant's telephone number, including area code       (313)-556-5000
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ITEM 5. OTHER EVENTS

      On March 11, 2002, Hughes Electronics Corporation, a subsidiary of General
Motors Corporation (GM) released the following information on Form 10-K under
Items 1, 2 and 3. The information is as follows:

        CAUTIONARY STATEMENT FOR PURPOSE OF THE "SAFE HARBOR" PROVISIONS
            OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

   This Annual Report on Form 10-K may contain certain statements that Hughes
Electronics Corporation ("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, ability to obtain export licenses,
competition, ability to achieve cost reductions, ability to timely perform
material contracts, 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 General Motors
Corporation and Hughes have entered into as noted in Item 1.

   Additionally, the in-orbit satellites of Hughes and its approximately 81%
owned subsidiary, PanAmSat Corporation ("PanAmSat"), are subject to the risk of
failing prematurely due to, among other things, mechanical failure, collision
with objects in space or an inability to maintain proper orbit. Satellites are
subject to the risk of launch delay and failure, destruction and damage while on
the ground or during launch and failure to become fully operational once
launched. Delays in the production or launch of a satellite or the complete or
partial loss of a satellite, in-orbit or during launch, could have a material
adverse impact on the operation of Hughes' businesses. With respect to both
in-orbit and launch problems, insurance carried by Hughes and PanAmSat, if any,
generally does not compensate for business interruption or loss of future
revenues or customers. Hughes has, in the past, experienced technical anomalies
on some of its satellites. Service interruptions caused by anomalies, depending
on their severity, could result in claims by affected customers for termination
of their transponder agreements, cancellation of other service contracts or the
loss of other customers. For further information regarding PanAmSat's
satellites, refer to PanAmSat's Annual Report on Form 10K for the year ended
December 31, 2001, filed with the Securities and Exchange Commission on March
11, 2002.

   Readers are urged to consider these factors carefully in evaluating the
forward-looking statements. The forward-looking statements included in this
Annual Report are made only as of the date of this Annual Report and Hughes
undertakes no obligation to publicly update these forward-looking statements to
reflect subsequent events or circumstances.

ITEM 1.  BUSINESS

   Hughes Electronics Corporation ("Hughes Electronics" or "Hughes") is a wholly
owned subsidiary of General Motors Corporation ("GM"). Hughes is a Delaware
corporation and was incorporated in 1977.

   GM Class H common stock is a "tracking stock" of GM designed to provide
holders with financial returns based on the financial performance of Hughes.
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 GM (which includes
100% of the stock of Hughes).

   On October 28, 2001, Hughes and GM, together with EchoStar Communications
Corporation ("EchoStar"), announced the signing of definitive agreements that
provide for the split-off of Hughes (or a company holding all of the capital
stock of Hughes) from GM and the combination of the Hughes business with
EchoStar by means of a merger (the "Merger"). The Merger is subject to a number
of conditions and no assurances can be given that the transactions will be
completed. See further discussion of the Merger in Item 7--"Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Acquisitions, Investments and Divestitures--Merger Transaction." The
financial and other information regarding Hughes contained in this Annual Report
do not give any effect to or make any adjustment for the anticipated completion
of the Merger.

   Hughes is a leading global provider of digital entertainment, information and
communications services and satellite-based private business networks. Hughes
has been a pioneer in many aspects of the satellite communications industry, and
its technologies have driven the creation of new services and markets and have
established Hughes as a leader in each of the markets it serves.

   Hughes provides advanced communications services on a global basis. Hughes
has developed a wide range of entertainment, information and communications
services for home and business use, including video, data, voice, multimedia and
Internet services. Hughes believes that these service businesses have the
potential to generate significant growth, profitability and value.

   Hughes' businesses include:
  .  DIRECTV, the world's leading digital multi-channel entertainment service,
     based on the number of subscribers. DIRECTV includes businesses in the
     United States and Latin America and, with DIRECTV Broadband, Inc. ("DIRECTV
     Broadband"), formerly known as Telocity Delaware, Inc. ("Telocity"),
     constitute Hughes' Direct-To-Home Broadcast segment. As of December 31,
     2001, DIRECTV had approximately 10.7 million subscribers in the United
     States and 1.6 million subscribers in Latin America. Average monthly
     revenue (commonly referred to as average revenue per subscriber or "ARPU")
     for DIRECTV U.S. subscribers was about $56.10 in 2001, which Hughes
     believes is the highest video related ARPU in the U.S. multichannel video
     program distribution ("MVPD") industry. DIRECTV Latin America's ARPU during
     2001 was approximately $43 per month which includes about $34 from
     programming packages and the remaining amount from equipment lease
     revenues. Hughes believes DIRECTV Latin America's ARPU is among the highest
     in the region among pay television providers.
  .  Hughes Network Systems, the world's leading provider of broadband by
     satellite services to both consumers and enterprises. Hughes Network
     Systems ("HNS"), which has more than a 50% share of the global market for
     very small aperture terminal ("VSAT") private business networks and 101,000
     DIRECWAY broadband consumer customers as of December 31, 2001, constitutes
     the Network Systems segment of Hughes. HNS is one of the two largest
     manufacturers of DIRECTV(TM) subscriber equipment, having shipped over 8
     million units. HNS is also leading the development of SPACEWAY(R), a
     next-generation satellite-based broadband communications platform that is
     expected to provide customers with high-speed, two-way data communications
     on a more cost-efficient basis than systems that are currently available.
     SPACEWAY is expected to launch service in North America in early 2004.
  .  PanAmSat, the owner and operator of one of the world's largest commercial
     satellite fleets. PanAmSat Corporation ("PanAmSat"), a publicly held
     company of which Hughes owns approximately 81%, constitutes Hughes'
     Satellite Services segment. PanAmSat owns and operates 21 satellites that
     are capable of transmitting signals to geographic areas covering a
     substantial portion of the world's population. PanAmSat provides satellite
     capacity for the transmission of cable and broadcast television programming
     from the content source to the consumer's home or to the cable operator.
     PanAmSat's satellites serving the U.S. deliver more than 100 of the leading
     cable television channels to over 10,000 cable head-ends, representing
     approximately 69 million cable households. PanAmSat's global fleet also
     serve as transmission platforms for eight direct-to-home services
     worldwide. In addition, PanAmSat provides satellite services to
     telecommunications carriers, corporations and Internet service providers
     ("ISPs"), for the provision of satellite-based communications networks,
     including private business networks employing VSATs and international
     access to the U.S. Internet backbone.

Corporate Strategy
   There have been several recent developments and changes in strategy affecting
Hughes' businesses that Hughes believes will result in stronger operational and
financial performance and help to maximize its opportunity to create shareholder
value:
  .  New Management and Focus on EBITDA Growth.  In 2001, Hughes made important
     management changes in several key leadership positions. In May 2001, Mr.
     Jack A. Shaw was named Hughes' Chief Executive Officer (in November he was
     also named President) and in June 2001, Ms. Roxanne S. Austin was
     appointed as DIRECTV U.S.'s President and Chief Operating Officer. In
     addition, Mr. Joseph R. Wright Jr. was named President and Chief Executive
     Officer of PanAmSat in August 2001.
     Under this new leadership, Hughes has adopted an operating and financial
     strategy that places a much greater focus on growing the businesses while
     simultaneously increasing EBITDA ("EBITDA" is defined as operating profit
     (loss), plus depreciation and amortization). For example, the top priority
     for DIRECTV U.S. is to capitalize on the significant operating leverage
     resulting from its more than 10 million subscribers to accelerate its
     EBITDA growth while also adding over 1 million net new subscribers in 2002.
     Hughes intends to accomplish these goals through improvements in DIRECTV's
     key operating performance metrics such as reducing subscriber acquisition
     costs and minimizing churn.
  .  Emphasis on Reducing Costs and Cash Requirements. Hughes has also developed
     new strategies that place a much greater emphasis on reducing costs and
     cash requirements. For example, during 2001 Hughes announced a nearly 10%
     company-wide workforce reduction of its approximately 7,900 employees,
     excluding DIRECTV customer service representatives, located in the United
     States. As a result of these actions, Hughes expects to achieve significant
     annual cost savings beginning in 2002. In addition, Hughes has committed to
     significantly reduce its capital expenditures. For example, PanAmSat has
     lowered its projected capital requirements over the next five years
     primarily by reducing the number of new satellites to be built and
     launched.
     Hughes has also reduced its cash expenditures in many of its less mature
     businesses. The DIRECTV Broadband and DIRECWAY consumer broadband
     businesses have significantly lowered their growth targets in order to more
     appropriately match their business plans with the market opportunity and to
     reduce cash requirements. Similarly, the DIRECTV Latin America businesses
     ("DLA") have adopted a more selective growth strategy that has a much
     greater focus on conserving cash by attaining higher-quality customers with
     longer-term commitments to the service.
     As a result of these strategies, Hughes expects 2002 cash requirements to
     be significantly lower than in 2001 and has established a corporate goal
     to attain positive free cash flow in 2004. Free cash flow is a common term
     used in the MVPD industry and is defined here as EBITDA less capital
     expenditures and taxes.
  .  Focus on Core Businesses. The new Hughes management team also intends to
     place a much greater focus on maximizing value through its core businesses.
     For example, after several years of attempting to grow its business by
     investing in new diverse initiatives, PanAmSat recently announced that it
     will focus primarily on its core video and broadcast customers. As part of
     this strategy, PanAmSat intends to significantly reduce investment in its
     Internet and streaming media initiative known as NET-36(TM), and will
     integrate these services into its overall portfolio of video services. In
     addition, Hughes' DIRECTV Broadband and DIRECWAY consumer businesses will
     focus more of their marketing efforts on current and prospective DIRECTV
     video customers. Hughes believes that customers who have both DIRECTV(R)
     and broadband services will remain customers longer than those customers
     who only have a video or a broadband service.
  .  Focus on Attaining Long-Term Committed Customers. Hughes has recently
     initiated several plans designed to attract customers that demonstrate
     higher quality credit characteristics and who will commit to longer-term
     service agreements. Beginning in the fourth quarter of 2001, all DIRECTV
     U.S. marketing offers require new customers to commit to 12 months of
     service in order to qualify for lower equipment prices, lower installation
     fees or other benefits. Additionally, dealers are provided an incentive to
     secure the customer's commitment with a credit card. Hughes believes these
     are important steps to reduce DIRECTV's customer churn in the United
     States. To reduce churn in Latin America, DIRECTV customers are now
     provided an incentive to use a credit card to pay activation and monthly
     service fees as well as to sign up for long term contracts. Additionally,
     in Latin America dealer payments have been restructured to reward those
     dealers who attain customers that remain with the DIRECTV service longer.
     As part of PanAmSat's and HNS's strategy to focus on their core businesses,
     many of their new business initiatives are directed toward their current
     "blue-chip" Fortune 500 customers.

Competitive Advantages
   Hughes believes that it has several important competitive advantages in the
markets in which it competes. Hughes believes these competitive advantages
should enable it to achieve sustainable market leadership positions and
accelerate revenue and EBITDA growth. These competitive advantages include:
  .  DIRECTV Brand and Service. In the United States, DIRECTV has a leadership
     position in the U.S. MVPD market, highlighted by:
    .  One of the largest MVPD subscriber bases. As of December 31, 2001,
       DIRECTV U.S. had about 10.7 million subscribers, which Hughes believes
       makes DIRECTV one of the largest MVPD providers in the United States.
       Hughes believes that this large subscriber base provides DIRECTV with
       greater opportunities to obtain programming on favorable terms, secure
       unique and exclusive programming, and introduce new services.
    .  Substantial channel capacity. Currently, DIRECTV has capacity to deliver
       about 750 digital entertainment channels, including local channels in 41
       markets, reaching approximately 60 million television households or 56%
       of the total market. With the launch of the DIRECTV 5 satellite, DIRECTV
       expects to add local channels in 10 additional markets by the end of
       2002, increasing its reach to about 62% of all television households in
       the United States.
    .  Unique and exclusive programming. DIRECTV offers its customers unique
       services and programming that are not offered by other multi-channel
       providers. For example, DIRECTV has been the exclusive small-dish
       provider of THE NFL SUNDAY TICKET(R) since DIRECTV began service in 1994.
       In addition, DIRECTV offers its customers a broad array of programming
       choices including up to 50 pay-per-view movie and event channels, free
       concerts and special DIRECTV channels that offer sports and movie
       reviews.
    .  A well-developed, robust distribution and installation network. DIRECTV
       has a comprehensive distribution network, including national retailers
       such as Blockbuster, Circuit City, Best Buy and Radio Shack and several
       regional Bell operating companies. In addition, DIRECTV has a network of
       over 4,000 installers whose principal function is to support all of
       DIRECTV's Blockbuster and direct sales accounts.
     Hughes also believes that DIRECTV's high-quality digital picture and sound,
     its extensive variety of programming and its high quality 24-hour customer
     service provide additional competitive advantages over traditional cable
     television.
  .  Large Existing Customer Base with Direct Digital Interactive and Broadband
     Links. Hughes believes that its existing large consumer and enterprise
     customer base will become increasingly valuable as key outlets in which to
     offer expanded services. Consumers and business enterprises are
     increasingly demanding the flow of greater amounts of data at higher speeds
     and in many cases, satellite-based systems are best suited to address this
     need on a cost-effective basis. Hughes intends to offer these emerging
     interactive and broadband services to its existing 12.3 million DIRECTV
     customers in the United States and Latin America, to the more than 400,000
     HNS DIRECWAY consumer and enterprise broadband terminals in 85 countries,
     and to PanAmSat's prestigious customer base including Disney, Viacom and
     AOL Time Warner.
  .  Satellite Technology Advantages. Hughes believes that satellite-based
     service offerings have inherent competitive advantages over ground-based
     services for many applications. These include:
    .  the ability to broadcast hundreds of channels economically to millions of
       recipients over very wide geographic areas with little incremental cost
       per end user;
    .  the potential for low cost, two-way communications to areas of low
       population density; and
    .  the ability to roll-out new infrastructure to a large number of
       customers quickly.
     Hughes believes that its ability to develop leading satellite technologies
     has helped it become a leader in each of its businesses, and it intends to
     continue to develop new technologies to maintain these leadership
     positions.
  .  Market Leadership. Hughes believes that its global leadership positions in
     its target markets--digital multi-channel entertainment and information,
     satellite transponder leasing and private business networks--enable it to
     achieve economies of scale. The entertainment, information and
     communications services businesses generally are characterized by higher
     upfront fixed costs with relatively lower variable operating costs. A
     market leadership position enables some of the costs of developing expanded
     services, such as infrastructure, to be spread across a larger customer
     base allowing for a more affordable service for customers and a more
     profitable service for Hughes.
  .  Global Spectrum and Orbital Slots. Operation of an international satellite
     fleet requires significant international and U.S. regulatory approvals.
     Hughes considers its regulatory authorization to use desirable broadcast
     spectrum and its orbital slots to be a competitive advantage. For example,
     DIRECTV has licenses to broadcast its services from 46 frequencies (out of
     a total of 96 Direct Broadcast Satellite assigned frequencies) over the
     continental United States. In addition, Hughes believes that PanAmSat's
     global transmission capability, especially its ability to transmit signals
     among many of the world's major regions, utilizing 16 orbital slots as of
     December 31, 2001, provides it with a competitive advantage over commercial
     competitors who operate satellite fleets limited to regional coverage.
  .  Comprehensive Portfolio of Global Satellite Services. Hughes believes that
     its presence in several major segments of the entertainment, information
     and communications services industry provides it with operating synergies
     and allows it to respond to the latest industry growth trends.
     Historically, Hughes has leveraged its systems expertise to develop new
     service businesses such as DIRECTV, satellite transponder leasing, DIRECWAY
     and SPACEWAY. Hughes believes that the breadth of its services and products
     positions it to capitalize on the convergence of entertainment, information
     and the Internet for both individual consumers and business enterprises.

  DIRECTV U.S.

   Overview. DIRECTV launched its direct-to-home television service in the
United States in June 1994. DIRECTV provides customers with access to hundreds
of channels of digital video and audio programming that is broadcast directly to
customers' homes or businesses via high-power geosynchronous satellites. To
subscribe to the DIRECTV service, customers purchase or lease the receiving
equipment, which, in general, consists of a small 18 inch receiving antenna, a
digital set-top receiver and a remote control.

   Subscribers. As of December 31, 2001, DIRECTV had about 10.7 million
subscribers, which Hughes believes makes it one of the largest multi-channel
entertainment providers in the United States. These subscriber numbers include
subscribers who receive DIRECTV direct-to-home services from the National Rural
Telecommunications Cooperative ("NRTC") pursuant to a contract between DIRECTV
and the NRTC. Under this contract, the NRTC purchased the exclusive right to
distribute most services transmitted by DIRECTV from 27 of the 32 frequencies
located at the 101 degree west longitude orbital location to customers located
in primarily rural areas of the United States, through the useful life of
DIRECTV's initial direct-to-home satellite, DIRECTV-1. The NRTC separately
contracted with its members and affiliates to provide them with rights to market
and sell these services. The NRTC "territories" comprise approximately 9 million
of the United States' approximately 107 million television households. The NRTC
and its members and affiliates pay DIRECTV a 5% fee on the revenues from these
services. DIRECTV has also separately contracted with the NRTC to permit the
NRTC and its members to market and sell services, including premium services,
transmitted by DIRECTV from the other 5 frequencies located at the 101 degree
west longitude orbital location, as well as frequencies located at the 110
degree and 119 degree west longitude orbital locations. With respect to these
separately contracted services, the NRTC pays DIRECTV approximately 90% of
subscriber revenue generated, with the exception of the Para Todos Spanish
language service. For this service the NRTC pays DIRECTV approximately 20% of
the subscriber revenue generated. As of December 31, 2001, there were nearly 1.9
million DIRECTV customers in NRTC territories. With approximately 1.5 million
subscribers, Pegasus Satellite Television, Inc. is the NRTC's largest affiliate
and its territory covers approximately 7.5 million of the 9 million NRTC
households.

  Customer Churn. In 2001, DIRECTV's net subscriber churn rate was about 1.7%
per month, compared to a reported average monthly churn rate of about 2.5% for
the cable television industry. DIRECTV's net subscriber churn for a given period
is calculated by dividing the number of subscribers canceling service, net of
reconnects, during the period by the total number of subscribers at the end of
the period. Recently, DIRECTV has initiated several churn management programs
designed to reduce subscriber turnover. During the fourth quarter of 2001,
DIRECTV began requiring new customers to commit to purchase 12 months of service
in order to qualify for lower equipment prices, lower installation fees or other
benefits. DIRECTV believes that the 12-month service commitment will have a
meaningful reduction on churn rates because a disproportionate amount of churn
occurs during a customer's first year of service. In addition, DIRECTV has
implemented a more stringent credit screening process of customers at both the
point of purchase and at service activation.

   DIRECTV has also improved its call center operations. During the second half
of 2001, DIRECTV added additional customer service representatives and expects
to hire more customer service representatives in 2002. DIRECTV has also made
significant improvements to its installation network. In 2001, DIRECTV hired
additional installers and currently has the capability to install a DIRECTV
system within three days of a customer order 90% of the time. As a result of all
of these new initiatives, DIRECTV expects to reduce churn and increase customer
satisfaction.

   Programming and Enhanced Services. With the December 2001 deployment of the
DIRECTV 4S spot-beam satellite, DIRECTV has the capacity to offer about 750
digital channels of programming. At December 31, 2001, DIRECTV offered
approximately 125 channels of basic programming, 450 local channels, 31 premium
movie channels, 23 regional sports channels, over 30 Spanish language special
interest channels, 10 a la carte channels and 50 pay-per-view movie and event
channels. DIRECTV also offers more than 36 digital music channels for its
customers. With the added capacity provided by DIRECTV 4S, DIRECTV currently
meets the "must carry" provision of the Satellite Home Viewers Improvement Act
of 1999. The "must carry" provisions obligate DIRECTV and other direct-to-home
operators to carry all local channels in any market where the direct-to-home
operator broadcasts any local channels. DIRECTV also provides premium sports and
other premium programming such as THE NFL SUNDAY TICKET, which allows
subscribers, subject to local restrictions, to view every National Football
League game played each Sunday during the regular season. DIRECTV is the
exclusive small dish provider of THE NFL SUNDAY TICKET through the 2002 season.
Hughes believes that DIRECTV's increased channel offerings and large subscriber
base provide DIRECTV with a competitive advantage in acquiring subscribers,
obtaining programming from leading content providers on favorable terms and
generating increased amounts of advertising revenue.

   DIRECTV U.S. provides Spanish language programming through its DIRECTV Para
Todos(TM) service. This service was launched nationwide during the first quarter
of 2000. DIRECTV Para Todos currently provides programming packages that provide
more than 30 Spanish language special interest channels with up to 115 English
language channels, including CNN en Espanol, UniVision, GalaVision, TV Chile and
other special interest channels. In addition, DIRECTV has a dedicated
Spanish-speaking customer call center for subscribers of this service.

   DIRECTV has introduced enhanced TV and interactive service offerings by
partnering with other leading companies. The current offerings include:
  .  DIRECTV Interactive. These services include data-enhanced programming,
     e-commerce and interactive advertising. In 2000, DIRECTV, along with Wink
     Communications, Inc., introduced the Wink(R) service, which enables DIRECTV
     subscribers to access data-enhanced programming and perform e-commerce
     transactions via their television and remote control.
  .  Digital Video Recorders. DIRECTV service is available with two digital
     video recorders ("DVRs"), one with TiVo Inc.'s TiVo Personal TV(TM) service
     and one with Microsoft Corporation's UltimateTV(R) service. These DVRs
     allow consumers to control the programming they watch by being able to
     pause and rewind live television, create their own television programming
     lineup based on their personal preferences and to watch one live program
     while simultaneously recording another.
  .  DIRECTV Broadband Internet Services. In 2002, DIRECTV plans to begin
     marketing a bundled video and broadband Internet service to current and
     prospective DIRECTV customers. DIRECTV believes that customers subscribing
     to multiple services from DIRECTV are more likely to be longer-term
     customers. Hughes' broadband Internet service is offered terrestrially via
     a wholly owned subsidiary called DIRECTV Broadband, which employs digital
     subscriber line ("DSL") technology. DIRECTV also offers a satellite-based
     broadband service called DIRECWAY(R) which provides fast two-way via
     satellite connectivity to the Internet. The DIRECWAY service is managed by
     HNS (See--"Hughes Network Systems" below).

  Average Revenue per Subscriber. In 2001, DIRECTV's ARPU was $56.10 per month,
which Hughes believes is the highest video related ARPU in the U. S. MVPD
industry. ARPU is calculated by dividing the total reported revenue during a
given period by the average number of DIRECTV-owned customers--excluding DIRECTV
customers in NRTC territories. DIRECTV believes it is able to achieve its
industry-leading video ARPU by offering exclusive programming, such as THE NFL
SUNDAY TICKET, and an extensive selection of up to 50 pay-per-view movie and
event channels.

   Cost Structure. DIRECTV's primary expenses are programming and customer
service costs as well as costs to acquire new subscribers. Like other
multi-channel television operators, DIRECTV generally pays for programming based
on the number of customers on the DIRECTV platform, and in a significant number
of its contracts, has been able to obtain most favored nation ("MFN") clauses in
its agreements with programmers. MFN clauses provide that DIRECTV will pay no
more for programming than do other multi-channel operators with subscriber bases
equal to or less than the size of DIRECTV's subscriber base. In addition,
DIRECTV also incurs customer service related costs, which are also highly
dependent on the number of DIRECTV subscribers. In total, variable costs related
to programming and customer service represented approximately 50% of revenues in
2001, resulting in a 'gross margin' of about 50%.

   Over the next several years, DIRECTV expects to continue to grow its
subscriber base. To grow the subscriber base, the company incurs costs to
acquire new customers. These subscriber acquisition costs--which include
commissions paid to retailers, advertising, subsidies paid to manufacturers of
receiving equipment, and consumer promotions (which include benefits such as
reduced installation and equipment prices and free programming)--were about $555
per gross subscriber addition in 2001. DIRECTV expects to reduce this number to
about $525 in 2002, primarily through the elimination of subsidies paid to
manufacturers of DIRECTV(TM) receiving equipment.

   Satellite Fleet and Equipment. DIRECTV currently has a fleet of six
satellites, four of which are located at 101 degrees west longitude, one of
which is located at 110 degrees west longitude and one of which is located at
119 degrees west longitude. In mid-2002, DIRECTV expects to launch DIRECTV 5
which will replace DIRECTV 6 at 119 degrees west longitude. DIRECTV 6 will then
serve as a back-up at 119 degrees west longitude. DIRECTV also expects to launch
DIRECTV 7S, a high-powered spot-beam satellite, in the second half of 2003.
DIRECTV 7S will be positioned at 119 degrees west longitude and will provide
additional capacity enabling DIRECTV to further expand its local channel
coverage assuming successful and timely construction and launch and that it is
not required to be used for backup capacity in the event that DIRECTV 4S
malfunctions. DIRECTV's signals originate from its broadcast facilities in
Castle Rock, Colorado and in Los Angeles, California.

   DIRECTV receiving equipment is manufactured by HNS and a number of name brand
consumer electronics companies, including RCA/Thomson Consumer Electronics and
Philips Electronics. Basic equipment prices paid by consumers have fallen
steadily from the initial $699-$899 range in June 1994 to about $49-$99 today.
In some instances, retailers offer special promotions whereby the receiving
equipment is free to the consumer. Generally, the consumer offer also includes a
free basic installation of the DIRECTV receiving equipment.

   Distribution Channels. The DIRECTV service is distributed to consumers
through various channels. Both DIRECTV service and equipment are distributed
through consumer electronics stores such as Best Buy, Circuit City and Radio
Shack and satellite television dealers. In addition, as part of a strategic
alliance announced in May 2000, DIRECTV sells its service through Blockbuster's
national outlets. Consumers can also purchase DIRECTV equipment through mass
merchant channels that have unassisted sales floors such as WalMart, Sam's Club
and K-Mart. DIRECTV also has agreements with several regional Bell operating
companies to distribute DIRECTV programming and service by bundling it with
local phone services. DIRECTV customers can also subscribe to its service
through the Internet and through a toll-free telephone number. In those
instances, customers can choose to either purchase or lease the receiving
equipment and DIRECTV, through its installation network, provides fulfillment
and installation of the equipment.

   Competition. DIRECTV faces competition from a number of services, including
cable television operators, satellite system operators (both C-band and
direct-to-home) and terrestrial wireless operators. The Federal Communications
Commission ("FCC") reported in January 2002 that cable television operators
currently have approximately 78% of all MVPD television subscribers in the U.S.
Many cable operators now offer digital-quality programming that has improved
picture quality and greater channel selection compared to traditional analog
cable television service. In addition, many cable operators have introduced
other services such as high-speed Internet access and telephony to their
customers.

DIRECTV Latin America

   Overview. Hughes currently provides DIRECTV service in 28 countries in Latin
America and the Caribbean basin via DLA. Introduced in mid-1996, DLA was the
first digital direct-to-home broadcast satellite television service available in
Latin America and currently has the capacity to provide over 355 digital video
channels. Hughes owns about 75% of DLA, with Darlene Investments, LLC owning
approximately 21% and Grupo Clarin S.A. ("Clarin") owning the remaining 4%.
Local operating companies ("LOC's") manage on-going sales, marketing and
customer service functions in their respective localities. Hughes believes that
controlling ownership of the LOC's will allow DLA to more effectively implement
pan-regional strategic initiatives and manage the day-to-day operations in these
key markets. Hughes currently owns (directly or through DLA) a controlling
interest in local operating companies in Mexico, Brazil, Argentina and Colombia
and is negotiating for control of the LOC's in Venezuela and Puerto Rico.

   Subscribers. As of December 31, 2001, DLA had about 1.6 million subscribers
throughout Latin America, representing subscriber growth of approximately 23%
from December 31, 2000. DLA is pursuing a more selective growth strategy, based
primarily on strong customer acquisition filters such as credit checks and
higher upfront fees, which DLA believes will result in new customers with
improved credit profiles. While this strategy will result in a reduction in the
number of new subscribers DLA attains, this more selective approach is expected
to result in lower churn rates and better overall subscriber economics for DLA.
As a result of these actions, monthly churn rates have declined from 3.8% in the
first quarter of 2001 to 2.5% in the fourth quarter of 2001.

   During 2001, the average revenue per subscriber in the Latin American region
was about $43 per month. Approximately $34 was generated from monthly
programming subscriptions, with the remainder derived from fees associated with
leased equipment. Unlike DIRECTV U.S. where the vast majority of subscribers own
their receiving equipment, nearly all of DLA subscribers lease their equipment
from DLA.

   Programming. The broad geographic reach of the DLA network enables the
company to obtain high quality and sometimes exclusive programming from leading
international programming providers. Under long-term programming agreements with
HBO Latin America Group and Buena Vista International, Inc., DLA has exclusive
rights to direct-to-home distribution of the HBO and Cinemax channels in Brazil
and Argentina and The Disney Channel programming in all Latin American markets
except Puerto Rico. DLA has entered into agreements with the eight leading U.S.
motion picture studios and more than 20 independent motion picture studios for
distribution of their products. In addition, DLA's programming includes numerous
popular sports, special events, family and other offerings on channels such as
ESPN, Discovery, MTV, CNN, BBC, Nickelodeon and USA. DLA enjoys local
programming affiliations in each of its markets, including longstanding local
alliances with the Cisneros Group in Venezuela and Clarin in Argentina. In 2001,
DLA secured the exclusive rights to broadcast and re-sell the FIFA World Cup
soccer competitions in 2002 and 2006 in Argentina, Chile, Colombia, Mexico,
Uruguay and Venezuela. Because of the World Cup's popularity across Latin
America, DLA expects World Cup soccer to be an important differentiator of its
service and a key subscriber acquisition tool.

   In Argentina, Brazil, Venezuela and Puerto Rico, DLA has introduced a wide
range of multimedia products including interactive television applications such
as online information and financial applications, video games, an interactive
television program guide, and e-mail applications. DLA believes these
Internet-like applications, when bundled with its high quality programming, will
be attractive to existing and prospective subscribers. DLA is developing these
enhanced technologies in cooperation with leading technology developers and
content providers.

   Sales, Marketing & Distribution. LOC's are primarily responsible for sales
and marketing efforts that are based on and aimed at local market conditions and
characteristics. DLA has established a comprehensive sales and distribution
network designed to acquire new subscribers and to provide efficient
installation and customer service. The sales force conducts a range of sales
activities, including direct sales, retail sales, rural sales and telemarketing.

   DLA enters into arrangements with numerous dealers throughout the region who,
in many cases, work exclusively to promote and sell DLA programming, carry and
install DLA receiving equipment, and provide the first level of customer service
in designated geographic areas. These dealers receive a commission for each sale
and a fee for each installation and customer service visit.

   DLA's marketing management team establishes pan-regional marketing policies,
conducts research and provides strategic brand direction and coordinates
advertising. DLA believes this enables the company to more effectively develop
initiatives for addressing issues that are common to all markets and ensure
consistent, high quality branding of DIRECTV throughout the region. DLA
encourages its local marketing teams to apply their local expertise to develop
targeted campaigns that effectively address target subscribers in each country.

   Satellites. DLA leases satellite capacity from PanAmSat (see--"PanAmSat"
below). The primary satellite DLA uses, Galaxy VIII-i, was launched in late
1997. In the third quarter of 2000, the Galaxy VIII-i satellite experienced a
failure of its primary propulsion system, resulting in a reduction in its useful
life to about the fourth quarter of 2002. A second satellite, Galaxy IIIR, which
is co-located at the same orbital location, provides primary back-up capacity of
24 transponders to the Galaxy VIII-i satellite. This back-up capacity makes the
network on which DLA relies redundant and would allow DLA to continue its
programming with minimal disruption to its subscribers. In April, 2001, Galaxy
IIIR experienced a failure of its primary spacecraft control processor ("SCP")
but has since been operating normally with its back-up SCP. DLA expects to
provide additional capacity with Galaxy IIIC and Galaxy VIII-iR, two new
satellites which are scheduled for launch in the second and third quarters of
2002, respectively. Galaxy IIIC and Galaxy VIII-iR will replace both Galaxy IIIR
and Galaxy VIII-i.

   Competition. In each of DLA's markets, DLA competes primarily with other
providers of pay television, who distribute their programming via cable,
multichannel multipoint distribution system ("MMDS") or satellite. DLA competes
primarily on the basis of programming, price, quality, customer support, brand
recognition and reputation; DLA believes that it compares favorably to its
competitors in these areas. DLA's principal direct-to-home satellite competitors
in the major markets in which it operates are the operating platforms of Sky
Global Networks, Inc. DLA competes with Sky Global Networks, Inc. primarily in
Brazil, Mexico, Argentina, Chile and Colombia. Affiliates of Sky Global
Networks, Inc. have exclusive agreements with the largest local broadcast
companies in each of Brazil and Mexico, which currently prevents DLA from
gaining access to some important local programming and could impair DLA's
ability to attract and retain subscribers in those markets.

Hughes Network Systems

   Overview. HNS is a leading supplier of broadband satellite services and
products. HNS designs, manufactures and installs advanced networking solutions
for businesses and governments worldwide using VSATs. HNS is a premier broadband
products and services company with particular emphasis on providing broadband
access. HNS has aligned its services and products into four marketing groups:
Broadband Products and Services, Set-top Box Products, Carrier Services and
Products, and SPACEWAY.

   Broadband Products and Services. HNS has sold satellite-based broadband
products and services to enterprises since 1987 and to consumers since 1997. The
technology for these broadband services has converged recently, allowing HNS to
introduce a single DIRECWAY service to both consumers and enterprises. HNS plans
to leverage its leading DIRECWAY service network for both the consumer and
enterprise markets to introduce new services while reducing infrastructure,
network operating, hardware and support costs. HNS believes that these new
services and lower costs will increase demand for the DIRECWAY services.

   HNS is the leading supplier of satellite-based VSAT private business
networks. Since 1987, HNS has sold more than 300,000 VSAT terminals to a variety
of business customers worldwide, including DaimlerChrysler, GM, Ford, Toyota,
Chevron, Texaco, Exxon Mobil, Amoco, Wal-Mart, Toys "R" Us, Jack In the Box and
Wendy's International. VSATs are typically used by enterprises with a
Large number of geographically dispersed locations to provide reliable, scalable
and cost effective applications such as credit card verification, inventory
tracking and control, and video teleconferencing. More recently, HNS has
expanded its service offering to include new services to meet customers'
evolving broadband requirements such as Intranet/Internet communications,
in-store music and streaming media.

   In 1997, HNS introduced DirecPC, a consumer Internet access service which
receives high-speed data transmissions from a satellite through a small dish
antenna and transmits data out through a telephone line. In 2001, HNS introduced
a "two-way" service marketed under the DIRECWAY brand where the data is both
received and transmitted over the satellite through a small transmit/receive
dish antenna. For consumers, the advantages of two-way communications are
important because it eliminates the need for a second telephone line, eliminates
the tedious log-on process by providing an "always-on" connection, and provides
faster outbound speeds. DIRECWAY allows consumers to download data and video at
speeds of up to 400 kilobits-per-second and send information at speeds between
128 and 256 kilobits-per-second.

   Although DIRECWAY is available to consumers nationwide, HNS expects to focus
DIRECWAY's marketing on current and prospective DIRECTV customers as well as the
up to 30 million U.S. households that many industry experts predict will never
have access to other forms of broadband connections such as cable modems or DSL.

   HNS has entered into marketing alliances with Earthlink and Pegasus Broadband
to provide Internet access under the "Powered by DIRECWAY" brand to their
customers. These relationships allow HNS to avoid much of the upfront subscriber
acquisition cost, while still receiving a share of the consumer's monthly
payment. As part of Hughes' 1999 strategic alliance with AOL, the AOL service is
available nationwide through the one-way DIRECWAY service. Additionally, the
alliance provides AOL with the right to purchase capacity on the new SPACEWAY
platform to enable their customers to benefit from next-generation satellite
broadband services. As of December 31, 2001, HNS had signed up 101,000 one-way
and two-way DIRECWAY consumer customers.

   Set-top Box Products. HNS began manufacturing subscriber equipment for
DIRECTV in 1996 and is now a leading supplier of this equipment with over eight
million units shipped through December 31, 2001. HNS is able, on short notice,
to increase its production of DIRECTV receivers to enable DIRECTV to meet
subscriber demand. HNS intends to continue helping DIRECTV meet its objectives
through the production of DIRECTV receiving equipment including HDTV set-top
boxes, Wink-enabled set-top boxes and multi-satellite receiving equipment for
local channels in certain DIRECTV markets.

   Carrier Services and Products. HNS believes that its advanced technology and
extensive experience position it to be a leading provider of satellite-based
communications equipment and services. In recent years, HNS has been awarded
contracts to deliver ground equipment and handsets for the Thuraya and Inmarsat
mobile telephony businesses, and terrestrial repeaters for XM Satellite Radio.
HNS intends to continue in this market on an opportunistic basis by leveraging
its technology and system integration leadership.

   SPACEWAY. As part of its broadband strategy, Hughes intends to make a total
capital investment of approximately $1.8 billion for the SPACEWAY North American
market. As of December 31, 2001, approximately $1.0 billion of the total had
been spent on the SPACEWAY system, which will consist of three satellites built
by Boeing Satellite Systems ("BSS"), and will utilize ground stations and small
satellite antennas designed by HNS.

   SPACEWAY, which is expected to begin service in early 2004, will offer
high-speed "bandwidth-on-demand" to provide customers with the ability to
transmit and receive via satellite any combination of data, video, audio, and
multimedia while paying only for the amount of bandwidth they use. Utilizing the
Ka-band spectrum, the SPACEWAY platform will have additional features such as
spot-beam technology and on-board processing that allow SPACEWAY to efficiently
reuse spectrum and provide peer-to-peer applications like video conferencing,
distance learning and telemedicine.

   Utilizing its expertise in private business networks, the consumer broadband
partnerships and advanced ground-based communications technology, HNS plans to
offer new broadband services via the SPACEWAY platform to a wide range of
customers, including its "blue-chip" customer base and its existing and
prospective DIRECTV and DIRECWAY customers. Additionally, in 2001, HNS launched
the Peer-to-Peer Application Center of Excellence and the Hughes Broadband
Alliance. First to join the Alliance were Sun Microsystems, Inc., and Polycom,
Inc. These and other alliance partners will assist in developing the next
generation of services and applications for use on the SPACEWAY platform.

   Competition.  HNS faces global  competition in the enterprise  VSAT market,
principally from Gilat Satellite Networks Ltd., and ViaSat Inc., as well as from
competitors  employing  terrestrial  technologies such as frame relay and fiber.
The consumer DIRECWAY  business faces  competition from satellite  providers and
from other  terrestrial  providers like cable companies (using cable modems) and
the  regional  bell  operating  companies  (using  DSL  technology).  HNS  faces
competition from RCA/Thomson  Consumer  Electronics,  Sony Corporation and Royal
Philips Electronics in the sale of DIRECTV set-top products. HNS believes it can
compete effectively in each of these markets based upon its advanced technology,
experience in these markets and the partnerships it has developed.

PanAmSat

   Overview. PanAmSat, which is approximately 81% owned by Hughes, is a leading
global provider of video, broadcasting and network services through satellites.
PanAmSat is traded on the NASDAQ(R) stock market under the ticker symbol "SPOT."
PanAmSat leases capacity on its satellites, which it owns and operates, to
deliver entertainment and information to cable television systems, television
broadcast affiliates, direct-to-home television operators, Internet service
providers, telecommunications companies and other corporations. PanAmSat's
customers consist of some of the world's leading media and communications
companies, including AOL Time Warner (which includes Home Box Office and Turner
Broadcasting), AT&T Broadband, the BBC, News Corp. (Fox Family of Channels),
Sony, Viacom (which includes MTV and Nickelodeon) and Disney (which includes ABC
and ESPN).

   PanAmSat owns and operates 21 satellites in 16 orbital slots that include
approximately 870 transponders with an equivalent of 36 megahertz of bandwidth
per transponder. At December 31, 2001, PanAmSat was utilizing approximately 70%
of its useable and available transponders, which excludes transponders dedicated
for backup to customers and those unavailable for regulatory or technical
reasons. One of PanAmSat's strategies is to pursue additional revenue
opportunities by cross-selling incremental services to its existing customers
and by pursuing new customers in new markets to absorb unutilized capacity. This
strategy requires minimal incremental costs and no significant additional
capital expenditures.

   PanAmSat's fleet of spacecraft makes it one of the world's largest commercial
geostationary earth orbit or "GEO" satellite networks, capable of reaching over
98% of the world's population. It is one of only a few companies capable of
servicing a global footprint through an owned fleet of satellites. PanAmSat also
has one of the most sophisticated ground infrastructure networks available to
support the needs of its customers. PanAmSat owns teleports in six U.S.
locations, each of which provides transmission, monitoring and control services
for operating its fleet. PanAmSat leases such services outside of the United
States to support the remainder of its worldwide satellite fleet.

   Part of PanAmSat's growth strategy is to expand into new markets. PanAmSat
has positioned certain satellites to cover markets that it has been granted
access to and markets which have a poor telecommunications infrastructure.
Additionally PanAmSat has satellites with coverage of markets in which prior
regulations may have prevented penetration by satellite communications
companies. Upon gaining access to these markets through liberalized regulations,
joint ventures or a combination of the two, PanAmSat will have the
infrastructure in place to begin servicing new customers and grow its business.
For example, Mexico, Brazil and India present opportunities for this kind of
business expansion.

   PanAmSat expects to add additional satellites as part of its construction and
launch strategy. The additional satellites are intended to meet expected demand,
replace capacity affected by satellite anomalies, and provide added backup to
existing capacity. In connection with this strategy, six satellites have been
successfully launched since December 1999 and six additional satellites are
currently under construction. PanAmSat expects to launch two of these satellites
in 2002, two in early 2003, and one to replace Galaxy IR prior to the end of its
useful life in 2006. The sixth satellite will be available as a replacement or
in-orbit spare.

   As a provider of fixed satellite services, PanAmSat operates in the most
mature segment of the satellite communications business, characterized by steady
and predictable revenue streams, strong cash flows from operations, significant
revenue backlog and high barriers to entry. PanAmSat derives its revenue
primarily from its video and network services businesses. At December 31, 2001,
PanAmSat had contracted backlog of approximately $5.8 billion, which compares to
$6.0 billion at December 31, 2000.

   Cost Structure.  PanAmSat enters into contracts with satellite manufacturers
for the construction of its satellites. These contracts typically require that
PanAmSat make progress payments during the period of the satellite's
construction and orbital incentive payments over the orbital life of the
satellite. These and related costs are capitalized and depreciated over the
useful life of the satellite, which is typically 12 to 15 years. Satellite
depreciation commences as soon as the satellite is placed into commercial
operation. Satellite depreciation is typically the largest component of
PanAmSat's overall costs and expenses.

   The other major operating expenses for PanAmSat are direct operating costs
and selling, general and administrative ("SG&A") costs. Direct operating costs
are primarily comprised of costs to operate and maintain the satellites such as
engineering and operations costs, in-orbit insurance costs and third party
charges generally associated with the provision of special events and incidental
services. Direct operating costs totaled approximately 18% of total revenue in
2001. SG&A costs primarily consist of sales and marketing expenses, salaries and
benefits and corporate and administrative expenses. SG&A costs totaled
approximately 13% of total revenue in 2001. PanAmSat achieved an EBITDA margin
of 66.7% in 2001, which included these direct operating and SG&A costs. PanAmSat
is committed to reducing its operating cost structure in order to improve
operating efficiency. In the third and fourth quarters of 2001, PanAmSat
streamlined operations, reduced headcount and general operating expenses, which
is expected to result in savings beginning in 2002.

   Video Services. Through its video services business, PanAmSat provides
satellite services for the transmission of entertainment, news, sports and
educational programming worldwide. PanAmSat currently provides video services to
over 300 content providers worldwide. Its video services business is comprised
of four categories:
  .  video distribution services--the full-time transmission of television
     programming to cable systems, network affiliates and other redistribution
     systems;
  .  direct-to-home television services--the transmission of multiple
     television channels for household reception;
  .  full-time contribution services--satellite transmission services for the
     full-time transmission of news, sports and entertainment segments to
     network affiliates or broadcast centers around the world; and
  .  special events services--short-term satellite services that PanAmSat
     provides to broadcasters when they need on-the-scene coverage of sporting
     events and breaking news.

   PanAmSat's video services business has been the most stable component of its
business, characterized by predictable revenues from its media customers under
long-term contracts. Part of PanAmSat's strategy is to utilize the relationships
PanAmSat has built with premier video content providers as a powerful marketing
tool for obtaining new business. Because PanAmSat has premier programmers, such
as AOL Time Warner, Disney and Viacom, under long-term agreements for capacity
on particular satellites, PanAmSat has been able to attract additional
programmers onto these satellites and charge higher rates for additional
capacity on these satellites. Other content providers have been willing to pay
higher rates to leverage the existing ground infrastructure already aimed at
PanAmSat's satellites. In this way, other content providers access the same
audience receiving an existing lineup of premier programming.

   As leading media companies have come to rely on PanAmSat's satellites to
distribute their content, PanAmSat's network has become one of the largest
global video distribution platforms available today. PanAmSat's satellite fleet
in the U.S. delivers more than 100 of the leading cable television channels to
over 10,000 cable head-ends, representing approximately 69 million cable
households. In addition, PanAmSat's satellites provide direct-to-home television
services to eight direct-to-home platforms worldwide making PanAmSat one of the
largest third-party providers of direct-to-home television services. PanAmSat's
strong market presence in video services has enabled it to enter into long-term
contracts with its customers, many of which include favorable pricing. At
December 31, 2001, PanAmSat's video services contracted backlog was
approximately $4.8 billion, or 83%, of total contracted backlog.

   Network Services. Through PanAmSat's network services business, PanAmSat
provides satellite services for relaying voice, video and data communications
around the world. PanAmSat currently provides network services to over 35
telecommunications carriers and multinational corporations in 40 countries.
PanAmSat's network services business comprises three categories:
  .  private business networks--secure, high speed corporate data networks used
     in a variety of business functions;
  .  Internet services--offered to content providers and Internet service
     providers for improved high data rate Internet backbone trunking and
     backhauling and point-to-multipoint content distribution; and
  .  carrier services--offered to telecommunications carriers to provide voice,
     video or data communications networks for businesses, governments and other
     users.

   PanAmSat views its network services business as a major contributor to its
future growth. The network services business remains one of the fastest growing
segments within satellite telecommunications, with the transport of Internet
protocol content and streaming media applications generally regarded as the
primary drivers of growth. Because PanAmSat's space and ground network is
designed to broadcast streaming media content to multiple locations in an
efficient manner, PanAmSat's strategy is to capture a meaningful share of the
anticipated growth in these areas. At December 31, 2001, PanAmSat's network
services contracted backlog was approximately $970 million, or 17% of total
contracted backlog.

   Telemetry,Tracking and Control and Other Services. In addition to the
telemetry, tracking and control ("TT&C") services PanAmSat provides for 17 of
its satellites, PanAmSat also provides TT&C services for six satellites owned by
other satellite operators. PanAmSat also offers in-orbit backup service,
reserving transponder capacity for certain customers. At December 31, 2001,
PanAmSat's TT&C and other services' contracted backlog was approximately $40
million.

   Competition.  PanAmSat primarily competes with companies and organizations
that own or utilize satellite or ground-based transmission facilities.
Satellite operators include:
  .  global competitors such as Intelsat Ltd. and SES Global S.A., and
  .  regional operators expanding globally, such as Loral Space and
     Communications, Ltd., New Skies Satellites N.V.; and numerous other
     regional operators and governments.

Acquisitions, Strategic Alliances and Divestitures

   Due to rapid growth in the entertainment and telecommunications industries,
and increasing competitive pressures, Hughes reviews its competitive position on
an ongoing basis and from time to time considers various acquisitions, strategic
alliances and divestitures in order to continue to compete effectively, improve
its financial results, grow its business and allocate its resources efficiently.
Hughes believes that the formation of strategic partnerships with other firms
helps to bring together the necessary expertise, such as distribution, market
knowledge and technology, to address competitive pressures and meet new market
demands. Hughes also considers periodically making equity investments in
companies with which Hughes can jointly provide services to its customers. The
terms of the Hughes/EchoStar merger agreement, as well as certain of Hughes'
financing arrangements, contain limitations on Hughes' ability to acquire and
dispose of assets, as well as its ability to enter into strategic alliances.
Hughes' ability to take these actions may require the consent of EchoStar,
Hughes' lenders or both. If Hughes determines to acquire or dispose of assets,
or enter into a strategic alliance, there can be no assurance that Hughes will
be able to obtain such consent, if required. In addition, if the Hughes/EchoStar
merger is not completed, Hughes may be adversely affected and, therefore, may be
unable to pursue acquisitions, strategic alliances or divestitures that it might
otherwise have entered into. For more information on the risks associated with
the failure to complete the Hughes/EchoStar merger, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Acquisitions,
Investment and Divestitures--Merger Transaction."

Regulation

   Various aspects of Hughes' businesses are subject to federal and state
regulation. Noncompliance with these regulations could result in the suspension
or revocation of Hughes' licenses or registrations, the termination or loss of
contracts or the imposition of contractual damages, civil fines or criminal
penalties.

   DIRECTV's business is subject to regulation by the FCC. These regulations
govern, among other things, the authorization to license the use of orbital
slots for the delivery of digital television signals.

   The satellite industry is highly regulated both in the United States and
internationally. Hughes is generally subject to the regulatory authority of the
U.S. government and the regulatory authority of other countries in which it
operates. The ownership and operation of Hughes' satellite systems is regulated
by the FCC primarily for:
  . the licensing of satellites and earth stations;
  . avoidance of interference  with other radio stations; and
  . compliance with FCC rules governing U.S.-licensed satellite systems.

  The FCC grants authorizations to satellite operators that meet its legal,
technical and financial qualification requirements. Under the FCC's financial
qualification rules, an applicant must demonstrate that it has sufficient funds
to construct, launch, and operate each requested satellite for one year. Under
the FCC's rules, unless an applicant has received an authorization to launch and
operate a satellite, it must notify the FCC in writing prior to commencing
satellite construction, and any construction engaged in is at the applicant's
own risk.

  Additionally, Hughes may be required to obtain licenses in other countries to
provide services in or connected to the country. Foreign laws and regulatory
practices governing the provision of satellite services to licensed entities and
directly to end users vary substantially. Hughes is required by international
rules to coordinate the use of the frequencies on its satellites with other
satellite operators who may interfere with Hughes or who may suffer interference
from Hughes. Hughes may also be subject to national communications and/or
broadcasting laws with respect to its provision of international satellite
service.

Research and Intellectual Property

   The ability to continue to generate technological innovations is important to
Hughes' long-term business strategy. The continued development of new
technologies may provide new and improved products that will continue to fuel
business opportunities. Research and development is carried on in each of
Hughes' business units in connection with ongoing product improvement efforts.

   Hughes utilizes a large number of patents and trademarks which are held by
Hughes or its affiliates. Hughes believes that, in the aggregate, the rights
existing under such patents, trademarks and licenses are important. Hughes
believes that its competitive position is dependent on research, engineering and
production capabilities. Hughes actively pursues patent and trademark
protections of its technological and engineering innovations, and actively
pursues enforcement of its intellectual property rights.

Environmental Regulation

   Hughes is subject to the requirements of federal, state, local and foreign
environmental and occupational safety and health laws and regulations. These
include laws regulating air emissions, water discharge and waste management.
Hughes has an environmental management structure designed to facilitate and
support its compliance with these requirements, and attempts to maintain
complete compliance with all such requirements. Hughes has made and will
continue to make capital and other expenditures to comply with environmental
requirements. Hughes does not, however, expect capital or other expenditures for
environmental compliance to be material in 2002 and 2003. Environmental
requirements are complex, change frequently and have become more stringent over
time. Accordingly, Hughes cannot provide assurance that these requirements will
not change or become more stringent in the future in a manner that could have a
material adverse effect on Hughes' business.

   Hughes is also subject to environmental laws requiring the investigation and
cleanup of environmental contamination at facilities it formerly owned or
operated or currently owns or operates or to which it sent hazardous wastes for
treatment or disposal. Hughes is aware of contamination at one of its former
sites. Hughes believes it has adequately provided for the expected cost of
environmental investigation and cleanup.

Segment Reporting Data

   Operating segment and principal geographic area data for 2001, 2000 and 1999
are summarized in Note 19 of the Notes to the Consolidated Financial Statements
in Part II, and are incorporated herein by reference.

Other

   As of December 31, 2001, Hughes and its subsidiaries had approximately 13,700
employees.

ITEM 2.  PROPERTIES

   As of December 31, 2001, Hughes Electronics Corporation had approximately 67
locations operating in 17 states and 43 cities in the United States and
approximately 60 additional locations in 42 cities in approximately 18 countries
outside the United States. At such date, Hughes owned approximately 1.4 million
square feet of space and leased an additional 2.7 million square feet of space.

ITEM 3.  LEGAL PROCEEDINGS

   (a) Material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which Hughes Electronics Corporation
("Hughes") became, or was, a party during the year ended December 31, 2001 or
subsequent thereto, but before the filing of this report are summarized below:

   On June 3, 1999, the National Rural Telecommunications Cooperative ("NRTC")
filed a lawsuit against DIRECTV, Inc. and Hughes Communications Galaxy, Inc.,
which Hughes refers to together in this description as "DIRECTV," in the U.S.
District Court for the Central District of California, alleging that DIRECTV
breached its DBS Distribution Agreement with the NRTC. The DBS Distribution
Agreement provides the NRTC with certain distribution rights, in certain
specified portions of the United States, for a specified period of time, with
respect to DIRECTV(R) programming delivered over 27 of the 32 frequencies at the
101(degrees) west longitude orbital location. The NRTC claims that DIRECTV has
wrongfully deprived it of the exclusive right to distribute programming formerly
provided by United States Satellite Broadcasting Company, Inc. ("USSB") over the
other five frequencies at 101(degrees), and seeks recovery of related revenues
from the date USSB was acquired by Hughes. DIRECTV denies that the NRTC is
entitled to exclusive distribution rights to the former USSB(R) programming
because, among other things, the NRTC's exclusive distribution rights are
limited to programming distributed over 27 of the 32 frequencies at
101(degrees). The NRTC also pled, in the alternative, the right to distribute
former USSB programming on a non-exclusive basis, but stipulated to dismiss this
claim without prejudice on August 25, 2000. DIRECTV maintains that the NRTC's
right under the DBS Distribution Agreement is to market and sell the former USSB
programming as its non-exclusive sales agent and that NRTC is not entitled to
the additional claimed revenues. DIRECTV intends to vigorously defend against
the NRTC claims. DIRECTV also filed a counterclaim against the NRTC seeking a
declaration of the parties' rights under the DBS Distribution Agreement.

   On August 26, 1999, the NRTC filed a second lawsuit in the U.S. District
Court for the Central District of California against DIRECTV alleging that
DIRECTV has breached the DBS Distribution Agreement. In this lawsuit, the NRTC
is asking the Court to require DIRECTV to pay the NRTC a proportionate share of
unspecified financial benefits that DIRECTV derives from programming providers
and other third parties. DIRECTV denies that it owes any sums to the NRTC on
account of the allegations in these matters and plans to vigorously defend
itself against these claims or this claim. On June 21, 2001, the Court permitted
the NRTC to amend the action to also seek an exclusive right to distribute in
its territories, and to retain revenues from, "Advanced Services," which the
NRTC defines to include services such as Wink, TiVo, Ultimate TV and AOL-TV.
DIRECTV denies that the NRTC is entitled to exclusive distribution rights to the
so-called Advanced Services because, among other things, the services are not
services transmitted by DIRECTV over the 27 frequencies as to which the NRTC has
contractual rights.

   Pegasus Satellite Television, Inc. ("Pegasus") and Golden Sky Systems, Inc.
("Golden Sky"), the two largest NRTC affiliates, filed an action on January 11,
2000 against DIRECTV in the U.S. District Court for the Central District of
California. The plaintiffs alleged, among other things, that DIRECTV has
interfered with their contractual relationship with the NRTC. The plaintiffs
alleged that their rights and damages are derivative of the rights and damages
asserted by the NRTC in its two cases against DIRECTV. The plaintiffs also
alleged that DIRECTV misused their subscriber information, and interfered with
their contractual relationships with manufacturers and distributors by
preventing those parties from selling receiving equipment to the plaintiffs'
dealers. On October 19, 2000, Golden Sky agreed to dismiss its equipment-related
claims with prejudice. DIRECTV denies that it has wrongfully interfered with any
of the plaintiffs' business relationships and will vigorously defend the
lawsuit. DIRECTV filed a counterclaim on March 9, 2001, seeking judicial
declarations that the contracts between Pegasus and the NRTC, and Golden Sky and
the NRTC, do not include rights of first refusal and will terminate when the
DIRECTV-1 satellite is removed from orbit. On June 21, 2001, the Court permitted
Pegasus and Golden Sky to amend their complaint to seek an exclusive right, also
derivative from the NRTC's claimed right, to distribute in their territories,
and to retain revenues from, the "Advanced Services." DIRECTV denies that
Pegasus and Golden are entitled to exclusive distribution rights to the
so-called Advanced Services because, among other things, the services are not
services transmitted by DIRECTV over the 27 frequencies as to which the NRTC and
derivatively, Pegasus and Golden Sky, have contractual rights.

   A class action suit was filed in the U.S District Court for the Central
District of California against DIRECTV on behalf of the NRTC's participating
members on February 29, 2000. The Court certified a class on December 29, 2000.
The class asserted claims identical to the claims that were asserted by Pegasus
and Golden Sky in their lawsuit against DIRECTV, described in the preceding
paragraph. Similar to Golden Sky, however, the class has dismissed its
equipment-related claims without prejudice. DIRECTV filed counterclaims against
the class identical to those filed against Pegasus and Golden Sky as described
above. On June 21, 2001, the class was also permitted to amend its complaint to
seek an exclusive right, derivative from the NRTC's claimed right, to distribute
in their territories, and to retain revenues from, the "Advanced Services."
DIRECTV denies that the class is entitled to exclusive distribution rights to
the so-called Advanced Services because, among other things, the services are
not services transmitted by DIRECTV over the 27 frequencies as to which the NRTC
and derivatively, the class, have contractual rights.

  On February 1, 2001, the NRTC filed a third lawsuit in the U.S. District
Court for the Central District of California against DIRECTV, seeking a
declaration from the court that it is not required to defend and indemnify
DIRECTV for the Pegasus and Golden Sky and class action lawsuits. The NRTC has
been paying and continues to pay DIRECTV's legal fees in those matters under
protest. DIRECTV filed a counterclaim on February 21, 2001 seeking a declaratory
judgment that the NRTC is indeed responsible for the defense and indemnity of
DIRECTV.

   On September 19, 2001, the NRTC filed a fourth lawsuit against DIRECTV in the
U.S. District Court of the Central District of California, seeking a declaration
from the Court that the NRTC is not required to defend and indemnify DIRECTV for
the Pegasus Development Corporation and Personalized Media Communications, LLC
v. DIRECTV, et al. lawsuit pending in the U.S. District Court for the District
of Delaware. The NRTC has been paying and continues to pay DIRECTV's legal fees
in that matter under protest. DIRECTV filed a counterclaim on October 26, 2001
seeking a declaratory judgment that the NRTC is indeed responsible for the
defense and indemnity of DIRECTV.

   The U.S. District Court for the Central District of California has
consolidated for purposes of discovery each of the NRTC, Pegasus and Golden Sky
and class action lawsuits, but has not determined if the cases will be
consolidated for trial. A trial date in December 2002 has been set in the first
NRTC case. An amount of loss, if any, cannot be estimated at this time in the
NRTC, Pegasus and class action litigation.

                                    *  *  *

   General Electric Capital Corporation ("GECC") and DIRECTV entered into a
contract on July 31, 1995, in which GECC agreed to establish and manage a
private label consumer credit program for consumer purchases of hardware and
related DIRECTV(R) programming. Under the contract, GECC also agreed to provide
certain related services to DIRECTV, including credit risk scoring, billing and
collections services. DIRECTV agreed to act as a surety for loans complying with
the terms of the contract. Hughes guaranteed DIRECTV's performance under the
contract. A complaint and counterclaim were filed by the parties in the U.S.
District Court for the District of Connecticut concerning GECC's performance and
DIRECTV's obligation to act as a surety. A trial commenced on June 12, 2000 with
GECC presenting evidence to the jury for damages of $157 million. DIRECTV sought
damages from GECC of $45 million. On July 21, 2000, the jury returned a verdict
in favor of GECC and awarded contract damages in the amount of $133.0 million.
The trial judge issued an order granting GECC $48.5 million in interest under
Connecticut's offer-of-judgment statute. With this order, the total judgment
entered in GECC's favor was $181.5 million. Hughes and DIRECTV filed a notice of
appeal on December 29, 2000. Oral argument on the appeal was heard on October
15, 2001 by the Second Circuit Court of Appeals. While the appeal is pending,
post-judgment interest on the total judgment is accruing at a rate of 6.241% per
year, compounded annually, from the date judgment was entered in October 2000.
Hughes and DIRECTV believe that it is reasonably possible that the jury verdict
will be overturned and a new trial granted.

                                    *  *  *

   DIRECTV filed suit in California State Court, Los Angeles County, on June 22,
2001 against Pegasus and Golden Sky (referred to together as "Defendants") to
recover monies (currently approximately $60 million) that Defendants owe DIRECTV
under the parties' Seamless Marketing Agreement, which provides for
reimbursement to DIRECTV of certain subscriber acquisition costs incurred by
DIRECTV on account of new subscriber activations in Defendants' territory.
Defendants had ceased making payments altogether, and indicated that it did not
intend to make any further payments due under the Agreement. On July 13, 2001,
Defendants sent notice of termination of the Agreement and on July 16, 2001,
Defendants answered DIRECTV's complaint and filed a cross complaint alleging
counts of fraud in the inducement, breach of contract, breach of the covenant of
good faith and fair dealing, intentional interference with contractual
relations, intentional interference with prospective economic advantage and
violation of California Bus. and Prof. Code 17200. The latter three counts
duplicate claims already asserted by Defendants in the above-referenced federal
court litigation. Defendants seek an unstated amount of damages and punitive
damages. DIRECTV denies any liability to Defendants, and intends to vigorously
pursue its damages claim against Defendants and defend against Defendants' cross
claims. Defendants removed the action to federal district court, Central
District of Los Angeles, where it has been transferred to the judge hearing the
other, above-referenced litigation, and consolidated therewith for purposes of
discovery.

                                    *  *  *

   There had been a pending grand jury investigation into whether Hughes should
be accused of criminal violations of United States export control laws arising
out of the participation of two of its employees on a committee formed to review
the findings of Chinese engineers regarding the failure of a Long March rocket
in China in 1996. On January 7, 2002, the U.S. Department of Justice advised
Hughes that it would not prosecute Hughes or any of its current or former
employees in connection with the activities of the committee or any other
matters that were under investigation by the Grand Jury. As a result, Hughes is
no longer at risk of criminal prosecution for any of these matters. However,
Hughes remains subject to the authority of the U.S. State Department to impose
sanctions for non-criminal violations of the Arms Export Control Act. The
possible civil sanctions could include fines as well as debarment from various
export privileges and participating in government contracts. On October 6, 2000,
Hughes completed the sale of its satellite systems manufacturing businesses
("Satellite Businesses") to The Boeing Company ("Boeing"). In that transaction,
Hughes retained liability for certain possible fines and penalties and certain
financial consequences of debarment related to the business now owned by Boeing
should the State Department impose such sanctions against the Satellite
Businesses. Hughes does not expect sanctions imposed by the State Department, if
any, to have a material adverse effect on Hughes.

                                    *  *  *

   In connection with the 2000 sale by Hughes of its satellite systems
manufacturing businesses to Boeing, the stock purchase agreement provides for
potential adjustment to the purchase price based upon the final closing date
financial statements of the satellite systems manufacturing businesses. The
stock purchase agreement also provides for an arbitration process to resolve any
disputes that arise in determining the purchase price adjustment. Based upon the
final closing date financial statements of the satellite systems manufacturing
businesses that were prepared by Hughes, Boeing is owed a purchase price
adjustment of $164 million plus interest from the date of sale, the total amount
of which has been provided for in Hughes' financial statements. However, Boeing
has submitted additional proposed adjustments, of which about $750 million
remain unresolved. Hughes believes that these additional proposed adjustments
are without merit and intends to vigorously contest the matter in the
arbitration process which will result in a binding decision unless the matter is
otherwise settled. Although Hughes believes it has adequately provided for the
disposition of this matter, the impact of its disposition cannot be determined
at this time.

                                    *  *  *

   Nine purported class actions are pending in state courts, five in Delaware
(Wurzel v. Cornelius, et al., Selden Realty Association, Inc. v. Hughes, et
al., Weilheimer v. Cornelius, et al., Kopelman v. Cornelius, et al., Lerner v.
Cornelius, et al.), three in California (Salamone v. Hughes Electronics
Corporation, et al., Brody v. Hughes, et al., Lieberman v. Hughes, et al.) and
one in New York (Krim v. General Motors Corporation, et al.) on behalf of
owners of GM Class H shares, against Hughes and the Hughes directors. General
Motors Corporation ("GM") is a also a defendant in the Delaware cases. The
lawsuits allege that The News Corporation Limited had been favored as a bidder
to purchase Hughes over EchoStar Communications Corporation ("EchoStar") to
benefit GM in violation of alleged fiduciary duties. Subsequently, an
agreement, subject to regulatory approvals, was reached to merge Hughes and
EchoStar. The five Delaware cases have been consolidated, two of the California
cases have been stayed and plaintiff has requested dismissal of the third. None
of the cases has been certified as a class action. GM, Hughes and the Hughes
directors intend to vigorously defend these cases.

                                    *  *  *

   On September 7, 2000, a putative class action was commenced against DIRECTV,
Inc., Thomson Consumer Electronics, Inc., Best Buy Co., Inc., Circuit City
Stores, Inc. and Tandy Corporation, Inc. in the U.S. District Court in Los
Angeles. The named plaintiffs purport to represent a class of all consumers who
purchased DIRECTV equipment and services at any time from March 1996 to
September 1, 2000. The plaintiffs allege that the defendants have violated
federal and California antitrust statutes by entering into agreements to exclude
competition and force retailers to boycott competitors' products and services.
The plaintiffs seek declaratory and injunctive relief, as well as unspecified
damages, including treble damages. DIRECTV believes that the complaint is
without merit and intends to vigorously defend against the allegations raised
therein. DIRECTV successfully stayed the case pending resolution of relevant
issues in the antitrust suit brought by EchoStar as described below. Since the
EchoStar case was dismissed, the stay of this lawsuit was lifted. DIRECTV's
motion to compel arbitration pursuant to the DIRECTV customer agreement is now
pending before the court. An amount of loss, if any, cannot be estimated at this
time.

                                    *  *  *

   In April 2001, Robert Garcia, doing business as Direct Satellite TV, a
DIRECTV dealer, instituted arbitration proceedings with DIRECTV with the
American Arbitration Association in Los Angeles, California regarding his
commissions and certain chargeback disputes. The parties have been proceeding
with the arbitration, though no hearing date has been set. On October 4, 2001,
Mr. Garcia filed a class action complaint against DIRECTV and Hughes in Los
Angeles Superior Court asserting the same chargeback/commissions claims and a
Consumer Legal Remedies Act claim. Mr. Garcia alleges $300 million in class-wide
damages and seeks certification of a class of plaintiffs to proceed in
arbitration with court oversight. DIRECTV and Hughes do not believe that the
court has jurisdiction to order or oversee the class-wide arbitration, and will
move to dismiss the complaint. DIRECTV and Hughes will vigorously defend against
these allegations and seek to enforce the arbitration agreement. An amount of
loss, if any, cannot be estimated at this time.

                                    *  *  *

   On May 18, 2001, in Oklahoma State Court, plaintiffs Cable Connection, Inc.,
TV Options, Inc., Swartzel Electronics, Inc. and Orbital Satellite, Inc. filed a
class action complaint against DIRECTV and Hughes. All four plaintiffs are
DIRECTV dealers (three residential and one commercial), who allege claims
ranging from breach of contract to fraud, promissory estoppel, antitrust and
unfair competition claims. The plaintiffs seek unspecified damages and
injunctive relief. They claim to be bringing the complaint on behalf of all
DIRECTV dealers, including former PRIMESTAR and USSB dealers. On August 17,
2001, DIRECTV and Hughes successfully stayed the case and the court ordered the
individual plaintiffs to pursue their claims in arbitration pursuant to the
arbitration clause in each of the dealer's contracts with DIRECTV. None of the
plaintiffs has yet instituted arbitration proceedings.

                                    *  *  *

   On December 5, 2000, PMC and Pegasus Development Corporation filed suit in
U.S. District Court for the District of Delaware against DIRECTV, Hughes,
Thomson Consumer Electronics, Inc. and Philips Electronics North American
Corporation, alleging infringement of seven U.S. patents. Based in part on the
successful defense by Hughes against an earlier action brought by PMC on one of
the subject patents, Hughes expects that strong defenses of
invalidity and non-infringement exist, in addition to numerous other defenses
including license, laches and estoppel, and patent misuse. Hughes answered the
complaint on January 21, 2001 raising these defenses and related counterclaims
and intends to vigorously defend the lawsuit and pursue counterclaims against
Pegasus Development Corporation and PMC.

                                    *  *  *

   Following the discontinuation of DIRECTV Japan's operations in September
2000, Global Japan, Inc. ("Global") commenced an action in the New York Supreme
Court on October 5, 2000 against Hughes, DIRECTV Japan Management Company, Inc.,
DIRECTV International, Inc., DIRECTV, Inc. and the Hughes-appointed directors of
DIRECTV Japan for alleged breach of contract and fiduciary duty, fraudulent
conveyance and tortious interference in connection with the termination of two
direct broadcast satellite distribution agreements between Global and DIRECTV
Japan. Global seeks, among other things, damages of approximately $100 million.
Hughes contends that Global is entitled to $2 million as its sole and exclusive
remedy under the termination provisions of the distribution agreements and
intends to vigorously defend against the allegations raised.

                                    *  *  *

   Hughes Communications Galaxy, Inc. ("HCGI") filed a lawsuit on March 22, 1991
against the U.S. Government based upon the National Aeronautics and Space
Administration's breach of contract to launch ten satellites on the Space
Shuttle. The U.S. Court of Federal Claims granted HCGI's motion for summary
judgment on the issue of liability on November 30, 1995. A trial was held on May
1, 1998 on the issue of damages. On June 30, 2000, a final judgment was entered
in favor of HCGI in the amount of $103 million. On November 13, 2001, the U.S.
Court of Appeals for the Federal Circuit affirmed the lower court decision. On
December 26, 2001, Hughes filed a Combined Petition for Panel Rehearing and
Rehearing en Banc, seeking to increase the award, which was denied in January
2002. Both parties have until April 25, 2002 to seek Supreme Court review. As a
result of the uncertainty regarding the outcome of this matter, no amount has
been recorded in the consolidated financial statements to reflect the award.

                                    *  *  *

   (b) Previously reported legal proceedings which have been terminated, either
during the year ended December 31, 2001, or subsequent thereto, but before the
filing of this report are summarized below:
   EchoStar and others commenced an action in the U.S. District Court in
Colorado on February 1, 2000 against DIRECTV, Hughes Network Systems and Thomson
Consumer Electronics, Inc. seeking, among other things, injunctive relief and
unspecified damages, including treble damages, in connection with allegations
that the defendants have entered into agreements with retailers and program
providers and engaged in other conduct that violates the antitrust laws and
constitutes unfair competition. Following the announcement of the proposed
merger with EchoStar, this lawsuit was dismissed in its entirety with prejudice
in early November 2001.

                                    *  *  *

   In October 2001, Hughes reached a settlement with Raytheon on a purchase
price adjustment related to the 1997 spin-off of Hughes' defense electronics
business and the subsequent merger of that business with Raytheon. Under the
terms of the settlement, Hughes agreed to reimburse Raytheon $635.5 million of
the original $9.5 billion purchase price. Hughes paid $500 million of the
settlement amount in October 2001 and the remainder was paid subsequent to
December 31, 2001. In the third quarter of 2001, Hughes recorded a decrease to
"Capital stock and additional paid-in capital" of $574.2 million as a result of
the settlement.

                                    *  *  *



                                    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    March 13, 2002
        --------------
                                            By
                                            s/Peter R. Bible
                                            --------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)
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SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                    FORM 8-K
                    CURRENT REPORT PURSUANT TO SECTION 13 OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report
(Date of earliest event reported) March 11, 2002
                                  --------------

                           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 5. OTHER EVENTS

      On March 11, 2002, Hughes Electronics Corporation, a subsidiary of General
Motors Corporation (GM) released the following information on Form 10-K under
Items 1, 2 and 3. The information is as follows:

        CAUTIONARY STATEMENT FOR PURPOSE OF THE "SAFE HARBOR" PROVISIONS
            OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

   This Annual Report on Form 10-K may contain certain statements that Hughes
Electronics Corporation ("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, ability to obtain export licenses,
competition, ability to achieve cost reductions, ability to timely perform
material contracts, 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 General Motors
Corporation and Hughes have entered into as noted in Item 1.

   Additionally, the in-orbit satellites of Hughes and its approximately 81%
owned subsidiary, PanAmSat Corporation ("PanAmSat"), are subject to the risk of
failing prematurely due to, among other things, mechanical failure, collision
with objects in space or an inability to maintain proper orbit. Satellites are
subject to the risk of launch delay and failure, destruction and damage while on
the ground or during launch and failure to become fully operational once
launched. Delays in the production or launch of a satellite or the complete or
partial loss of a satellite, in-orbit or during launch, could have a material
adverse impact on the operation of Hughes' businesses. With respect to both
in-orbit and launch problems, insurance carried by Hughes and PanAmSat, if any,
generally does not compensate for business interruption or loss of future
revenues or customers. Hughes has, in the past, experienced technical anomalies
on some of its satellites. Service interruptions caused by anomalies, depending
on their severity, could result in claims by affected customers for termination
of their transponder agreements, cancellation of other service contracts or the
loss of other customers. For further information regarding PanAmSat's
satellites, refer to PanAmSat's Annual Report on Form 10K for the year ended
December 31, 2001, filed with the Securities and Exchange Commission on March
11, 2002.

   Readers are urged to consider these factors carefully in evaluating the
forward-looking statements. The forward-looking statements included in this
Annual Report are made only as of the date of this Annual Report and Hughes
undertakes no obligation to publicly update these forward-looking statements to
reflect subsequent events or circumstances.

ITEM 1.  BUSINESS

   Hughes Electronics Corporation ("Hughes Electronics" or "Hughes") is a wholly
owned subsidiary of General Motors Corporation ("GM"). Hughes is a Delaware
corporation and was incorporated in 1977.

   GM Class H common stock is a "tracking stock" of GM designed to provide
holders with financial returns based on the financial performance of Hughes.
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 GM (which includes
100% of the stock of Hughes).

   On October 28, 2001, Hughes and GM, together with EchoStar Communications
Corporation ("EchoStar"), announced the signing of definitive agreements that
provide for the split-off of Hughes (or a company holding all of the capital
stock of Hughes) from GM and the combination of the Hughes business with
EchoStar by means of a merger (the "Merger"). The Merger is subject to a number
of conditions and no assurances can be given that the transactions will be
completed. See further discussion of the Merger in Item 7--"Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Acquisitions, Investments and Divestitures--Merger Transaction." The
financial and other information regarding Hughes contained in this Annual Report
do not give any effect to or make any adjustment for the anticipated completion
of the Merger.

   Hughes is a leading global provider of digital entertainment, information and
communications services and satellite-based private business networks. Hughes
has been a pioneer in many aspects of the satellite communications industry, and
its technologies have driven the creation of new services and markets and have
established Hughes as a leader in each of the markets it serves.

   Hughes provides advanced communications services on a global basis. Hughes
has developed a wide range of entertainment, information and communications
services for home and business use, including video, data, voice, multimedia and
Internet services. Hughes believes that these service businesses have the
potential to generate significant growth, profitability and value.

   Hughes' businesses include:
  .  DIRECTV, the world's leading digital multi-channel entertainment service,
     based on the number of subscribers. DIRECTV includes businesses in the
     United States and Latin America and, with DIRECTV Broadband, Inc. ("DIRECTV
     Broadband"), formerly known as Telocity Delaware, Inc. ("Telocity"),
     constitute Hughes' Direct-To-Home Broadcast segment. As of December 31,
     2001, DIRECTV had approximately 10.7 million subscribers in the United
     States and 1.6 million subscribers in Latin America. Average monthly
     revenue (commonly referred to as average revenue per subscriber or "ARPU")
     for DIRECTV U.S. subscribers was about $56.10 in 2001, which Hughes
     believes is the highest video related ARPU in the U.S. multichannel video
     program distribution ("MVPD") industry. DIRECTV Latin America's ARPU during
     2001 was approximately $43 per month which includes about $34 from
     programming packages and the remaining amount from equipment lease
     revenues. Hughes believes DIRECTV Latin America's ARPU is among the highest
     in the region among pay television providers.
  .  Hughes Network Systems, the world's leading provider of broadband by
     satellite services to both consumers and enterprises. Hughes Network
     Systems ("HNS"), which has more than a 50% share of the global market for
     very small aperture terminal ("VSAT") private business networks and 101,000
     DIRECWAY broadband consumer customers as of December 31, 2001, constitutes
     the Network Systems segment of Hughes. HNS is one of the two largest
     manufacturers of DIRECTV(TM) subscriber equipment, having shipped over 8
     million units. HNS is also leading the development of SPACEWAY(R), a
     next-generation satellite-based broadband communications platform that is
     expected to provide customers with high-speed, two-way data communications
     on a more cost-efficient basis than systems that are currently available.
     SPACEWAY is expected to launch service in North America in early 2004.
  .  PanAmSat, the owner and operator of one of the world's largest commercial
     satellite fleets. PanAmSat Corporation ("PanAmSat"), a publicly held
     company of which Hughes owns approximately 81%, constitutes Hughes'
     Satellite Services segment. PanAmSat owns and operates 21 satellites that
     are capable of transmitting signals to geographic areas covering a
     substantial portion of the world's population. PanAmSat provides satellite
     capacity for the transmission of cable and broadcast television programming
     from the content source to the consumer's home or to the cable operator.
     PanAmSat's satellites serving the U.S. deliver more than 100 of the leading
     cable television channels to over 10,000 cable head-ends, representing
     approximately 69 million cable households. PanAmSat's global fleet also
     serve as transmission platforms for eight direct-to-home services
     worldwide. In addition, PanAmSat provides satellite services to
     telecommunications carriers, corporations and Internet service providers
     ("ISPs"), for the provision of satellite-based communications networks,
     including private business networks employing VSATs and international
     access to the U.S. Internet backbone.

Corporate Strategy
   There have been several recent developments and changes in strategy affecting
Hughes' businesses that Hughes believes will result in stronger operational and
financial performance and help to maximize its opportunity to create shareholder
value:
  .  New Management and Focus on EBITDA Growth.  In 2001, Hughes made important
     management changes in several key leadership positions. In May 2001, Mr.
     Jack A. Shaw was named Hughes' Chief Executive Officer (in November he was
     also named President) and in June 2001, Ms. Roxanne S. Austin was
     appointed as DIRECTV U.S.'s President and Chief Operating Officer. In
     addition, Mr. Joseph R. Wright Jr. was named President and Chief Executive
     Officer of PanAmSat in August 2001.
     Under this new leadership, Hughes has adopted an operating and financial
     strategy that places a much greater focus on growing the businesses while
     simultaneously increasing EBITDA ("EBITDA" is defined as operating profit
     (loss), plus depreciation and amortization). For example, the top priority
     for DIRECTV U.S. is to capitalize on the significant operating leverage
     resulting from its more than 10 million subscribers to accelerate its
     EBITDA growth while also adding over 1 million net new subscribers in 2002.
     Hughes intends to accomplish these goals through improvements in DIRECTV's
     key operating performance metrics such as reducing subscriber acquisition
     costs and minimizing churn.
  .  Emphasis on Reducing Costs and Cash Requirements. Hughes has also developed
     new strategies that place a much greater emphasis on reducing costs and
     cash requirements. For example, during 2001 Hughes announced a nearly 10%
     company-wide workforce reduction of its approximately 7,900 employees,
     excluding DIRECTV customer service representatives, located in the United
     States. As a result of these actions, Hughes expects to achieve significant
     annual cost savings beginning in 2002. In addition, Hughes has committed to
     significantly reduce its capital expenditures. For example, PanAmSat has
     lowered its projected capital requirements over the next five years
     primarily by reducing the number of new satellites to be built and
     launched.
     Hughes has also reduced its cash expenditures in many of its less mature
     businesses. The DIRECTV Broadband and DIRECWAY consumer broadband
     businesses have significantly lowered their growth targets in order to more
     appropriately match their business plans with the market opportunity and to
     reduce cash requirements. Similarly, the DIRECTV Latin America businesses
     ("DLA") have adopted a more selective growth strategy that has a much
     greater focus on conserving cash by attaining higher-quality customers with
     longer-term commitments to the service.
     As a result of these strategies, Hughes expects 2002 cash requirements to
     be significantly lower than in 2001 and has established a corporate goal
     to attain positive free cash flow in 2004. Free cash flow is a common term
     used in the MVPD industry and is defined here as EBITDA less capital
     expenditures and taxes.
  .  Focus on Core Businesses. The new Hughes management team also intends to
     place a much greater focus on maximizing value through its core businesses.
     For example, after several years of attempting to grow its business by
     investing in new diverse initiatives, PanAmSat recently announced that it
     will focus primarily on its core video and broadcast customers. As part of
     this strategy, PanAmSat intends to significantly reduce investment in its
     Internet and streaming media initiative known as NET-36(TM), and will
     integrate these services into its overall portfolio of video services. In
     addition, Hughes' DIRECTV Broadband and DIRECWAY consumer businesses will
     focus more of their marketing efforts on current and prospective DIRECTV
     video customers. Hughes believes that customers who have both DIRECTV(R)
     and broadband services will remain customers longer than those customers
     who only have a video or a broadband service.
  .  Focus on Attaining Long-Term Committed Customers. Hughes has recently
     initiated several plans designed to attract customers that demonstrate
     higher quality credit characteristics and who will commit to longer-term
     service agreements. Beginning in the fourth quarter of 2001, all DIRECTV
     U.S. marketing offers require new customers to commit to 12 months of
     service in order to qualify for lower equipment prices, lower installation
     fees or other benefits. Additionally, dealers are provided an incentive to
     secure the customer's commitment with a credit card. Hughes believes these
     are important steps to reduce DIRECTV's customer churn in the United
     States. To reduce churn in Latin America, DIRECTV customers are now
     provided an incentive to use a credit card to pay activation and monthly
     service fees as well as to sign up for long term contracts. Additionally,
     in Latin America dealer payments have been restructured to reward those
     dealers who attain customers that remain with the DIRECTV service longer.
     As part of PanAmSat's and HNS's strategy to focus on their core businesses,
     many of their new business initiatives are directed toward their current
     "blue-chip" Fortune 500 customers.

Competitive Advantages
   Hughes believes that it has several important competitive advantages in the
markets in which it competes. Hughes believes these competitive advantages
should enable it to achieve sustainable market leadership positions and
accelerate revenue and EBITDA growth. These competitive advantages include:
  .  DIRECTV Brand and Service. In the United States, DIRECTV has a leadership
     position in the U.S. MVPD market, highlighted by:
    .  One of the largest MVPD subscriber bases. As of December 31, 2001,
       DIRECTV U.S. had about 10.7 million subscribers, which Hughes believes
       makes DIRECTV one of the largest MVPD providers in the United States.
       Hughes believes that this large subscriber base provides DIRECTV with
       greater opportunities to obtain programming on favorable terms, secure
       unique and exclusive programming, and introduce new services.
    .  Substantial channel capacity. Currently, DIRECTV has capacity to deliver
       about 750 digital entertainment channels, including local channels in 41
       markets, reaching approximately 60 million television households or 56%
       of the total market. With the launch of the DIRECTV 5 satellite, DIRECTV
       expects to add local channels in 10 additional markets by the end of
       2002, increasing its reach to about 62% of all television households in
       the United States.
    .  Unique and exclusive programming. DIRECTV offers its customers unique
       services and programming that are not offered by other multi-channel
       providers. For example, DIRECTV has been the exclusive small-dish
       provider of THE NFL SUNDAY TICKET(R) since DIRECTV began service in 1994.
       In addition, DIRECTV offers its customers a broad array of programming
       choices including up to 50 pay-per-view movie and event channels, free
       concerts and special DIRECTV channels that offer sports and movie
       reviews.
    .  A well-developed, robust distribution and installation network. DIRECTV
       has a comprehensive distribution network, including national retailers
       such as Blockbuster, Circuit City, Best Buy and Radio Shack and several
       regional Bell operating companies. In addition, DIRECTV has a network of
       over 4,000 installers whose principal function is to support all of
       DIRECTV's Blockbuster and direct sales accounts.
     Hughes also believes that DIRECTV's high-quality digital picture and sound,
     its extensive variety of programming and its high quality 24-hour customer
     service provide additional competitive advantages over traditional cable
     television.
  .  Large Existing Customer Base with Direct Digital Interactive and Broadband
     Links. Hughes believes that its existing large consumer and enterprise
     customer base will become increasingly valuable as key outlets in which to
     offer expanded services. Consumers and business enterprises are
     increasingly demanding the flow of greater amounts of data at higher speeds
     and in many cases, satellite-based systems are best suited to address this
     need on a cost-effective basis. Hughes intends to offer these emerging
     interactive and broadband services to its existing 12.3 million DIRECTV
     customers in the United States and Latin America, to the more than 400,000
     HNS DIRECWAY consumer and enterprise broadband terminals in 85 countries,
     and to PanAmSat's prestigious customer base including Disney, Viacom and
     AOL Time Warner.
  .  Satellite Technology Advantages. Hughes believes that satellite-based
     service offerings have inherent competitive advantages over ground-based
     services for many applications. These include:
    .  the ability to broadcast hundreds of channels economically to millions of
       recipients over very wide geographic areas with little incremental cost
       per end user;
    .  the potential for low cost, two-way communications to areas of low
       population density; and
    .  the ability to roll-out new infrastructure to a large number of
       customers quickly.
     Hughes believes that its ability to develop leading satellite technologies
     has helped it become a leader in each of its businesses, and it intends to
     continue to develop new technologies to maintain these leadership
     positions.
  .  Market Leadership. Hughes believes that its global leadership positions in
     its target markets--digital multi-channel entertainment and information,
     satellite transponder leasing and private business networks--enable it to
     achieve economies of scale. The entertainment, information and
     communications services businesses generally are characterized by higher
     upfront fixed costs with relatively lower variable operating costs. A
     market leadership position enables some of the costs of developing expanded
     services, such as infrastructure, to be spread across a larger customer
     base allowing for a more affordable service for customers and a more
     profitable service for Hughes.
  .  Global Spectrum and Orbital Slots. Operation of an international satellite
     fleet requires significant international and U.S. regulatory approvals.
     Hughes considers its regulatory authorization to use desirable broadcast
     spectrum and its orbital slots to be a competitive advantage. For example,
     DIRECTV has licenses to broadcast its services from 46 frequencies (out of
     a total of 96 Direct Broadcast Satellite assigned frequencies) over the
     continental United States. In addition, Hughes believes that PanAmSat's
     global transmission capability, especially its ability to transmit signals
     among many of the world's major regions, utilizing 16 orbital slots as of
     December 31, 2001, provides it with a competitive advantage over commercial
     competitors who operate satellite fleets limited to regional coverage.
  .  Comprehensive Portfolio of Global Satellite Services. Hughes believes that
     its presence in several major segments of the entertainment, information
     and communications services industry provides it with operating synergies
     and allows it to respond to the latest industry growth trends.
     Historically, Hughes has leveraged its systems expertise to develop new
     service businesses such as DIRECTV, satellite transponder leasing, DIRECWAY
     and SPACEWAY. Hughes believes that the breadth of its services and products
     positions it to capitalize on the convergence of entertainment, information
     and the Internet for both individual consumers and business enterprises.

  DIRECTV U.S.

   Overview. DIRECTV launched its direct-to-home television service in the
United States in June 1994. DIRECTV provides customers with access to hundreds
of channels of digital video and audio programming that is broadcast directly to
customers' homes or businesses via high-power geosynchronous satellites. To
subscribe to the DIRECTV service, customers purchase or lease the receiving
equipment, which, in general, consists of a small 18 inch receiving antenna, a
digital set-top receiver and a remote control.

   Subscribers. As of December 31, 2001, DIRECTV had about 10.7 million
subscribers, which Hughes believes makes it one of the largest multi-channel
entertainment providers in the United States. These subscriber numbers include
subscribers who receive DIRECTV direct-to-home services from the National Rural
Telecommunications Cooperative ("NRTC") pursuant to a contract between DIRECTV
and the NRTC. Under this contract, the NRTC purchased the exclusive right to
distribute most services transmitted by DIRECTV from 27 of the 32 frequencies
located at the 101 degree west longitude orbital location to customers located
in primarily rural areas of the United States, through the useful life of
DIRECTV's initial direct-to-home satellite, DIRECTV-1. The NRTC separately
contracted with its members and affiliates to provide them with rights to market
and sell these services. The NRTC "territories" comprise approximately 9 million
of the United States' approximately 107 million television households. The NRTC
and its members and affiliates pay DIRECTV a 5% fee on the revenues from these
services. DIRECTV has also separately contracted with the NRTC to permit the
NRTC and its members to market and sell services, including premium services,
transmitted by DIRECTV from the other 5 frequencies located at the 101 degree
west longitude orbital location, as well as frequencies located at the 110
degree and 119 degree west longitude orbital locations. With respect to these
separately contracted services, the NRTC pays DIRECTV approximately 90% of
subscriber revenue generated, with the exception of the Para Todos Spanish
language service. For this service the NRTC pays DIRECTV approximately 20% of
the subscriber revenue generated. As of December 31, 2001, there were nearly 1.9
million DIRECTV customers in NRTC territories. With approximately 1.5 million
subscribers, Pegasus Satellite Television, Inc. is the NRTC's largest affiliate
and its territory covers approximately 7.5 million of the 9 million NRTC
households.

  Customer Churn. In 2001, DIRECTV's net subscriber churn rate was about 1.7%
per month, compared to a reported average monthly churn rate of about 2.5% for
the cable television industry. DIRECTV's net subscriber churn for a given period
is calculated by dividing the number of subscribers canceling service, net of
reconnects, during the period by the total number of subscribers at the end of
the period. Recently, DIRECTV has initiated several churn management programs
designed to reduce subscriber turnover. During the fourth quarter of 2001,
DIRECTV began requiring new customers to commit to purchase 12 months of service
in order to qualify for lower equipment prices, lower installation fees or other
benefits. DIRECTV believes that the 12-month service commitment will have a
meaningful reduction on churn rates because a disproportionate amount of churn
occurs during a customer's first year of service. In addition, DIRECTV has
implemented a more stringent credit screening process of customers at both the
point of purchase and at service activation.

   DIRECTV has also improved its call center operations. During the second half
of 2001, DIRECTV added additional customer service representatives and expects
to hire more customer service representatives in 2002. DIRECTV has also made
significant improvements to its installation network. In 2001, DIRECTV hired
additional installers and currently has the capability to install a DIRECTV
system within three days of a customer order 90% of the time. As a result of all
of these new initiatives, DIRECTV expects to reduce churn and increase customer
satisfaction.

   Programming and Enhanced Services. With the December 2001 deployment of the
DIRECTV 4S spot-beam satellite, DIRECTV has the capacity to offer about 750
digital channels of programming. At December 31, 2001, DIRECTV offered
approximately 125 channels of basic programming, 450 local channels, 31 premium
movie channels, 23 regional sports channels, over 30 Spanish language special
interest channels, 10 a la carte channels and 50 pay-per-view movie and event
channels. DIRECTV also offers more than 36 digital music channels for its
customers. With the added capacity provided by DIRECTV 4S, DIRECTV currently
meets the "must carry" provision of the Satellite Home Viewers Improvement Act
of 1999. The "must carry" provisions obligate DIRECTV and other direct-to-home
operators to carry all local channels in any market where the direct-to-home
operator broadcasts any local channels. DIRECTV also provides premium sports and
other premium programming such as THE NFL SUNDAY TICKET, which allows
subscribers, subject to local restrictions, to view every National Football
League game played each Sunday during the regular season. DIRECTV is the
exclusive small dish provider of THE NFL SUNDAY TICKET through the 2002 season.
Hughes believes that DIRECTV's increased channel offerings and large subscriber
base provide DIRECTV with a competitive advantage in acquiring subscribers,
obtaining programming from leading content providers on favorable terms and
generating increased amounts of advertising revenue.

   DIRECTV U.S. provides Spanish language programming through its DIRECTV Para
Todos(TM) service. This service was launched nationwide during the first quarter
of 2000. DIRECTV Para Todos currently provides programming packages that provide
more than 30 Spanish language special interest channels with up to 115 English
language channels, including CNN en Espanol, UniVision, GalaVision, TV Chile and
other special interest channels. In addition, DIRECTV has a dedicated
Spanish-speaking customer call center for subscribers of this service.

   DIRECTV has introduced enhanced TV and interactive service offerings by
partnering with other leading companies. The current offerings include:
  .  DIRECTV Interactive. These services include data-enhanced programming,
     e-commerce and interactive advertising. In 2000, DIRECTV, along with Wink
     Communications, Inc., introduced the Wink(R) service, which enables DIRECTV
     subscribers to access data-enhanced programming and perform e-commerce
     transactions via their television and remote control.
  .  Digital Video Recorders. DIRECTV service is available with two digital
     video recorders ("DVRs"), one with TiVo Inc.'s TiVo Personal TV(TM) service
     and one with Microsoft Corporation's UltimateTV(R) service. These DVRs
     allow consumers to control the programming they watch by being able to
     pause and rewind live television, create their own television programming
     lineup based on their personal preferences and to watch one live program
     while simultaneously recording another.
  .  DIRECTV Broadband Internet Services. In 2002, DIRECTV plans to begin
     marketing a bundled video and broadband Internet service to current and
     prospective DIRECTV customers. DIRECTV believes that customers subscribing
     to multiple services from DIRECTV are more likely to be longer-term
     customers. Hughes' broadband Internet service is offered terrestrially via
     a wholly owned subsidiary called DIRECTV Broadband, which employs digital
     subscriber line ("DSL") technology. DIRECTV also offers a satellite-based
     broadband service called DIRECWAY(R) which provides fast two-way via
     satellite connectivity to the Internet. The DIRECWAY service is managed by
     HNS (See--"Hughes Network Systems" below).

  Average Revenue per Subscriber. In 2001, DIRECTV's ARPU was $56.10 per month,
which Hughes believes is the highest video related ARPU in the U. S. MVPD
industry. ARPU is calculated by dividing the total reported revenue during a
given period by the average number of DIRECTV-owned customers--excluding DIRECTV
customers in NRTC territories. DIRECTV believes it is able to achieve its
industry-leading video ARPU by offering exclusive programming, such as THE NFL
SUNDAY TICKET, and an extensive selection of up to 50 pay-per-view movie and
event channels.

   Cost Structure. DIRECTV's primary expenses are programming and customer
service costs as well as costs to acquire new subscribers. Like other
multi-channel television operators, DIRECTV generally pays for programming based
on the number of customers on the DIRECTV platform, and in a significant number
of its contracts, has been able to obtain most favored nation ("MFN") clauses in
its agreements with programmers. MFN clauses provide that DIRECTV will pay no
more for programming than do other multi-channel operators with subscriber bases
equal to or less than the size of DIRECTV's subscriber base. In addition,
DIRECTV also incurs customer service related costs, which are also highly
dependent on the number of DIRECTV subscribers. In total, variable costs related
to programming and customer service represented approximately 50% of revenues in
2001, resulting in a 'gross margin' of about 50%.

   Over the next several years, DIRECTV expects to continue to grow its
subscriber base. To grow the subscriber base, the company incurs costs to
acquire new customers. These subscriber acquisition costs--which include
commissions paid to retailers, advertising, subsidies paid to manufacturers of
receiving equipment, and consumer promotions (which include benefits such as
reduced installation and equipment prices and free programming)--were about $555
per gross subscriber addition in 2001. DIRECTV expects to reduce this number to
about $525 in 2002, primarily through the elimination of subsidies paid to
manufacturers of DIRECTV(TM) receiving equipment.

   Satellite Fleet and Equipment. DIRECTV currently has a fleet of six
satellites, four of which are located at 101 degrees west longitude, one of
which is located at 110 degrees west longitude and one of which is located at
119 degrees west longitude. In mid-2002, DIRECTV expects to launch DIRECTV 5
which will replace DIRECTV 6 at 119 degrees west longitude. DIRECTV 6 will then
serve as a back-up at 119 degrees west longitude. DIRECTV also expects to launch
DIRECTV 7S, a high-powered spot-beam satellite, in the second half of 2003.
DIRECTV 7S will be positioned at 119 degrees west longitude and will provide
additional capacity enabling DIRECTV to further expand its local channel
coverage assuming successful and timely construction and launch and that it is
not required to be used for backup capacity in the event that DIRECTV 4S
malfunctions. DIRECTV's signals originate from its broadcast facilities in
Castle Rock, Colorado and in Los Angeles, California.

   DIRECTV receiving equipment is manufactured by HNS and a number of name brand
consumer electronics companies, including RCA/Thomson Consumer Electronics and
Philips Electronics. Basic equipment prices paid by consumers have fallen
steadily from the initial $699-$899 range in June 1994 to about $49-$99 today.
In some instances, retailers offer special promotions whereby the receiving
equipment is free to the consumer. Generally, the consumer offer also includes a
free basic installation of the DIRECTV receiving equipment.

   Distribution Channels. The DIRECTV service is distributed to consumers
through various channels. Both DIRECTV service and equipment are distributed
through consumer electronics stores such as Best Buy, Circuit City and Radio
Shack and satellite television dealers. In addition, as part of a strategic
alliance announced in May 2000, DIRECTV sells its service through Blockbuster's
national outlets. Consumers can also purchase DIRECTV equipment through mass
merchant channels that have unassisted sales floors such as WalMart, Sam's Club
and K-Mart. DIRECTV also has agreements with several regional Bell operating
companies to distribute DIRECTV programming and service by bundling it with
local phone services. DIRECTV customers can also subscribe to its service
through the Internet and through a toll-free telephone number. In those
instances, customers can choose to either purchase or lease the receiving
equipment and DIRECTV, through its installation network, provides fulfillment
and installation of the equipment.

   Competition. DIRECTV faces competition from a number of services, including
cable television operators, satellite system operators (both C-band and
direct-to-home) and terrestrial wireless operators. The Federal Communications
Commission ("FCC") reported in January 2002 that cable television operators
currently have approximately 78% of all MVPD television subscribers in the U.S.
Many cable operators now offer digital-quality programming that has improved
picture quality and greater channel selection compared to traditional analog
cable television service. In addition, many cable operators have introduced
other services such as high-speed Internet access and telephony to their
customers.

DIRECTV Latin America

   Overview. Hughes currently provides DIRECTV service in 28 countries in Latin
America and the Caribbean basin via DLA. Introduced in mid-1996, DLA was the
first digital direct-to-home broadcast satellite television service available in
Latin America and currently has the capacity to provide over 355 digital video
channels. Hughes owns about 75% of DLA, with Darlene Investments, LLC owning
approximately 21% and Grupo Clarin S.A. ("Clarin") owning the remaining 4%.
Local operating companies ("LOC's") manage on-going sales, marketing and
customer service functions in their respective localities. Hughes believes that
controlling ownership of the LOC's will allow DLA to more effectively implement
pan-regional strategic initiatives and manage the day-to-day operations in these
key markets. Hughes currently owns (directly or through DLA) a controlling
interest in local operating companies in Mexico, Brazil, Argentina and Colombia
and is negotiating for control of the LOC's in Venezuela and Puerto Rico.

   Subscribers. As of December 31, 2001, DLA had about 1.6 million subscribers
throughout Latin America, representing subscriber growth of approximately 23%
from December 31, 2000. DLA is pursuing a more selective growth strategy, based
primarily on strong customer acquisition filters such as credit checks and
higher upfront fees, which DLA believes will result in new customers with
improved credit profiles. While this strategy will result in a reduction in the
number of new subscribers DLA attains, this more selective approach is expected
to result in lower churn rates and better overall subscriber economics for DLA.
As a result of these actions, monthly churn rates have declined from 3.8% in the
first quarter of 2001 to 2.5% in the fourth quarter of 2001.

   During 2001, the average revenue per subscriber in the Latin American region
was about $43 per month. Approximately $34 was generated from monthly
programming subscriptions, with the remainder derived from fees associated with
leased equipment. Unlike DIRECTV U.S. where the vast majority of subscribers own
their receiving equipment, nearly all of DLA subscribers lease their equipment
from DLA.

   Programming. The broad geographic reach of the DLA network enables the
company to obtain high quality and sometimes exclusive programming from leading
international programming providers. Under long-term programming agreements with
HBO Latin America Group and Buena Vista International, Inc., DLA has exclusive
rights to direct-to-home distribution of the HBO and Cinemax channels in Brazil
and Argentina and The Disney Channel programming in all Latin American markets
except Puerto Rico. DLA has entered into agreements with the eight leading U.S.
motion picture studios and more than 20 independent motion picture studios for
distribution of their products. In addition, DLA's programming includes numerous
popular sports, special events, family and other offerings on channels such as
ESPN, Discovery, MTV, CNN, BBC, Nickelodeon and USA. DLA enjoys local
programming affiliations in each of its markets, including longstanding local
alliances with the Cisneros Group in Venezuela and Clarin in Argentina. In 2001,
DLA secured the exclusive rights to broadcast and re-sell the FIFA World Cup
soccer competitions in 2002 and 2006 in Argentina, Chile, Colombia, Mexico,
Uruguay and Venezuela. Because of the World Cup's popularity across Latin
America, DLA expects World Cup soccer to be an important differentiator of its
service and a key subscriber acquisition tool.

   In Argentina, Brazil, Venezuela and Puerto Rico, DLA has introduced a wide
range of multimedia products including interactive television applications such
as online information and financial applications, video games, an interactive
television program guide, and e-mail applications. DLA believes these
Internet-like applications, when bundled with its high quality programming, will
be attractive to existing and prospective subscribers. DLA is developing these
enhanced technologies in cooperation with leading technology developers and
content providers.

   Sales, Marketing & Distribution. LOC's are primarily responsible for sales
and marketing efforts that are based on and aimed at local market conditions and
characteristics. DLA has established a comprehensive sales and distribution
network designed to acquire new subscribers and to provide efficient
installation and customer service. The sales force conducts a range of sales
activities, including direct sales, retail sales, rural sales and telemarketing.

   DLA enters into arrangements with numerous dealers throughout the region who,
in many cases, work exclusively to promote and sell DLA programming, carry and
install DLA receiving equipment, and provide the first level of customer service
in designated geographic areas. These dealers receive a commission for each sale
and a fee for each installation and customer service visit.

   DLA's marketing management team establishes pan-regional marketing policies,
conducts research and provides strategic brand direction and coordinates
advertising. DLA believes this enables the company to more effectively develop
initiatives for addressing issues that are common to all markets and ensure
consistent, high quality branding of DIRECTV throughout the region. DLA
encourages its local marketing teams to apply their local expertise to develop
targeted campaigns that effectively address target subscribers in each country.

   Satellites. DLA leases satellite capacity from PanAmSat (see--"PanAmSat"
below). The primary satellite DLA uses, Galaxy VIII-i, was launched in late
1997. In the third quarter of 2000, the Galaxy VIII-i satellite experienced a
failure of its primary propulsion system, resulting in a reduction in its useful
life to about the fourth quarter of 2002. A second satellite, Galaxy IIIR, which
is co-located at the same orbital location, provides primary back-up capacity of
24 transponders to the Galaxy VIII-i satellite. This back-up capacity makes the
network on which DLA relies redundant and would allow DLA to continue its
programming with minimal disruption to its subscribers. In April, 2001, Galaxy
IIIR experienced a failure of its primary spacecraft control processor ("SCP")
but has since been operating normally with its back-up SCP. DLA expects to
provide additional capacity with Galaxy IIIC and Galaxy VIII-iR, two new
satellites which are scheduled for launch in the second and third quarters of
2002, respectively. Galaxy IIIC and Galaxy VIII-iR will replace both Galaxy IIIR
and Galaxy VIII-i.

   Competition. In each of DLA's markets, DLA competes primarily with other
providers of pay television, who distribute their programming via cable,
multichannel multipoint distribution system ("MMDS") or satellite. DLA competes
primarily on the basis of programming, price, quality, customer support, brand
recognition and reputation; DLA believes that it compares favorably to its
competitors in these areas. DLA's principal direct-to-home satellite competitors
in the major markets in which it operates are the operating platforms of Sky
Global Networks, Inc. DLA competes with Sky Global Networks, Inc. primarily in
Brazil, Mexico, Argentina, Chile and Colombia. Affiliates of Sky Global
Networks, Inc. have exclusive agreements with the largest local broadcast
companies in each of Brazil and Mexico, which currently prevents DLA from
gaining access to some important local programming and could impair DLA's
ability to attract and retain subscribers in those markets.

Hughes Network Systems

   Overview. HNS is a leading supplier of broadband satellite services and
products. HNS designs, manufactures and installs advanced networking solutions
for businesses and governments worldwide using VSATs. HNS is a premier broadband
products and services company with particular emphasis on providing broadband
access. HNS has aligned its services and products into four marketing groups:
Broadband Products and Services, Set-top Box Products, Carrier Services and
Products, and SPACEWAY.

   Broadband Products and Services. HNS has sold satellite-based broadband
products and services to enterprises since 1987 and to consumers since 1997. The
technology for these broadband services has converged recently, allowing HNS to
introduce a single DIRECWAY service to both consumers and enterprises. HNS plans
to leverage its leading DIRECWAY service network for both the consumer and
enterprise markets to introduce new services while reducing infrastructure,
network operating, hardware and support costs. HNS believes that these new
services and lower costs will increase demand for the DIRECWAY services.

   HNS is the leading supplier of satellite-based VSAT private business
networks. Since 1987, HNS has sold more than 300,000 VSAT terminals to a variety
of business customers worldwide, including DaimlerChrysler, GM, Ford, Toyota,
Chevron, Texaco, Exxon Mobil, Amoco, Wal-Mart, Toys "R" Us, Jack In the Box and
Wendy's International. VSATs are typically used by enterprises with a
Large number of geographically dispersed locations to provide reliable, scalable
and cost effective applications such as credit card verification, inventory
tracking and control, and video teleconferencing. More recently, HNS has
expanded its service offering to include new services to meet customers'
evolving broadband requirements such as Intranet/Internet communications,
in-store music and streaming media.

   In 1997, HNS introduced DirecPC, a consumer Internet access service which
receives high-speed data transmissions from a satellite through a small dish
antenna and transmits data out through a telephone line. In 2001, HNS introduced
a "two-way" service marketed under the DIRECWAY brand where the data is both
received and transmitted over the satellite through a small transmit/receive
dish antenna. For consumers, the advantages of two-way communications are
important because it eliminates the need for a second telephone line, eliminates
the tedious log-on process by providing an "always-on" connection, and provides
faster outbound speeds. DIRECWAY allows consumers to download data and video at
speeds of up to 400 kilobits-per-second and send information at speeds between
128 and 256 kilobits-per-second.

   Although DIRECWAY is available to consumers nationwide, HNS expects to focus
DIRECWAY's marketing on current and prospective DIRECTV customers as well as the
up to 30 million U.S. households that many industry experts predict will never
have access to other forms of broadband connections such as cable modems or DSL.

   HNS has entered into marketing alliances with Earthlink and Pegasus Broadband
to provide Internet access under the "Powered by DIRECWAY" brand to their
customers. These relationships allow HNS to avoid much of the upfront subscriber
acquisition cost, while still receiving a share of the consumer's monthly
payment. As part of Hughes' 1999 strategic alliance with AOL, the AOL service is
available nationwide through the one-way DIRECWAY service. Additionally, the
alliance provides AOL with the right to purchase capacity on the new SPACEWAY
platform to enable their customers to benefit from next-generation satellite
broadband services. As of December 31, 2001, HNS had signed up 101,000 one-way
and two-way DIRECWAY consumer customers.

   Set-top Box Products. HNS began manufacturing subscriber equipment for
DIRECTV in 1996 and is now a leading supplier of this equipment with over eight
million units shipped through December 31, 2001. HNS is able, on short notice,
to increase its production of DIRECTV receivers to enable DIRECTV to meet
subscriber demand. HNS intends to continue helping DIRECTV meet its objectives
through the production of DIRECTV receiving equipment including HDTV set-top
boxes, Wink-enabled set-top boxes and multi-satellite receiving equipment for
local channels in certain DIRECTV markets.

   Carrier Services and Products. HNS believes that its advanced technology and
extensive experience position it to be a leading provider of satellite-based
communications equipment and services. In recent years, HNS has been awarded
contracts to deliver ground equipment and handsets for the Thuraya and Inmarsat
mobile telephony businesses, and terrestrial repeaters for XM Satellite Radio.
HNS intends to continue in this market on an opportunistic basis by leveraging
its technology and system integration leadership.

   SPACEWAY. As part of its broadband strategy, Hughes intends to make a total
capital investment of approximately $1.8 billion for the SPACEWAY North American
market. As of December 31, 2001, approximately $1.0 billion of the total had
been spent on the SPACEWAY system, which will consist of three satellites built
by Boeing Satellite Systems ("BSS"), and will utilize ground stations and small
satellite antennas designed by HNS.

   SPACEWAY, which is expected to begin service in early 2004, will offer
high-speed "bandwidth-on-demand" to provide customers with the ability to
transmit and receive via satellite any combination of data, video, audio, and
multimedia while paying only for the amount of bandwidth they use. Utilizing the
Ka-band spectrum, the SPACEWAY platform will have additional features such as
spot-beam technology and on-board processing that allow SPACEWAY to efficiently
reuse spectrum and provide peer-to-peer applications like video conferencing,
distance learning and telemedicine.

   Utilizing its expertise in private business networks, the consumer broadband
partnerships and advanced ground-based communications technology, HNS plans to
offer new broadband services via the SPACEWAY platform to a wide range of
customers, including its "blue-chip" customer base and its existing and
prospective DIRECTV and DIRECWAY customers. Additionally, in 2001, HNS launched
the Peer-to-Peer Application Center of Excellence and the Hughes Broadband
Alliance. First to join the Alliance were Sun Microsystems, Inc., and Polycom,
Inc. These and other alliance partners will assist in developing the next
generation of services and applications for use on the SPACEWAY platform.

   Competition.  HNS faces global  competition in the enterprise  VSAT market,
principally from Gilat Satellite Networks Ltd., and ViaSat Inc., as well as from
competitors  employing  terrestrial  technologies such as frame relay and fiber.
The consumer DIRECWAY  business faces  competition from satellite  providers and
from other  terrestrial  providers like cable companies (using cable modems) and
the  regional  bell  operating  companies  (using  DSL  technology).  HNS  faces
competition from RCA/Thomson  Consumer  Electronics,  Sony Corporation and Royal
Philips Electronics in the sale of DIRECTV set-top products. HNS believes it can
compete effectively in each of these markets based upon its advanced technology,
experience in these markets and the partnerships it has developed.

PanAmSat

   Overview. PanAmSat, which is approximately 81% owned by Hughes, is a leading
global provider of video, broadcasting and network services through satellites.
PanAmSat is traded on the NASDAQ(R) stock market under the ticker symbol "SPOT."
PanAmSat leases capacity on its satellites, which it owns and operates, to
deliver entertainment and information to cable television systems, television
broadcast affiliates, direct-to-home television operators, Internet service
providers, telecommunications companies and other corporations. PanAmSat's
customers consist of some of the world's leading media and communications
companies, including AOL Time Warner (which includes Home Box Office and Turner
Broadcasting), AT&T Broadband, the BBC, News Corp. (Fox Family of Channels),
Sony, Viacom (which includes MTV and Nickelodeon) and Disney (which includes ABC
and ESPN).

   PanAmSat owns and operates 21 satellites in 16 orbital slots that include
approximately 870 transponders with an equivalent of 36 megahertz of bandwidth
per transponder. At December 31, 2001, PanAmSat was utilizing approximately 70%
of its useable and available transponders, which excludes transponders dedicated
for backup to customers and those unavailable for regulatory or technical
reasons. One of PanAmSat's strategies is to pursue additional revenue
opportunities by cross-selling incremental services to its existing customers
and by pursuing new customers in new markets to absorb unutilized capacity. This
strategy requires minimal incremental costs and no significant additional
capital expenditures.

   PanAmSat's fleet of spacecraft makes it one of the world's largest commercial
geostationary earth orbit or "GEO" satellite networks, capable of reaching over
98% of the world's population. It is one of only a few companies capable of
servicing a global footprint through an owned fleet of satellites. PanAmSat also
has one of the most sophisticated ground infrastructure networks available to
support the needs of its customers. PanAmSat owns teleports in six U.S.
locations, each of which provides transmission, monitoring and control services
for operating its fleet. PanAmSat leases such services outside of the United
States to support the remainder of its worldwide satellite fleet.

   Part of PanAmSat's growth strategy is to expand into new markets. PanAmSat
has positioned certain satellites to cover markets that it has been granted
access to and markets which have a poor telecommunications infrastructure.
Additionally PanAmSat has satellites with coverage of markets in which prior
regulations may have prevented penetration by satellite communications
companies. Upon gaining access to these markets through liberalized regulations,
joint ventures or a combination of the two, PanAmSat will have the
infrastructure in place to begin servicing new customers and grow its business.
For example, Mexico, Brazil and India present opportunities for this kind of
business expansion.

   PanAmSat expects to add additional satellites as part of its construction and
launch strategy. The additional satellites are intended to meet expected demand,
replace capacity affected by satellite anomalies, and provide added backup to
existing capacity. In connection with this strategy, six satellites have been
successfully launched since December 1999 and six additional satellites are
currently under construction. PanAmSat expects to launch two of these satellites
in 2002, two in early 2003, and one to replace Galaxy IR prior to the end of its
useful life in 2006. The sixth satellite will be available as a replacement or
in-orbit spare.

   As a provider of fixed satellite services, PanAmSat operates in the most
mature segment of the satellite communications business, characterized by steady
and predictable revenue streams, strong cash flows from operations, significant
revenue backlog and high barriers to entry. PanAmSat derives its revenue
primarily from its video and network services businesses. At December 31, 2001,
PanAmSat had contracted backlog of approximately $5.8 billion, which compares to
$6.0 billion at December 31, 2000.

   Cost Structure.  PanAmSat enters into contracts with satellite manufacturers
for the construction of its satellites. These contracts typically require that
PanAmSat make progress payments during the period of the satellite's
construction and orbital incentive payments over the orbital life of the
satellite. These and related costs are capitalized and depreciated over the
useful life of the satellite, which is typically 12 to 15 years. Satellite
depreciation commences as soon as the satellite is placed into commercial
operation. Satellite depreciation is typically the largest component of
PanAmSat's overall costs and expenses.

   The other major operating expenses for PanAmSat are direct operating costs
and selling, general and administrative ("SG&A") costs. Direct operating costs
are primarily comprised of costs to operate and maintain the satellites such as
engineering and operations costs, in-orbit insurance costs and third party
charges generally associated with the provision of special events and incidental
services. Direct operating costs totaled approximately 18% of total revenue in
2001. SG&A costs primarily consist of sales and marketing expenses, salaries and
benefits and corporate and administrative expenses. SG&A costs totaled
approximately 13% of total revenue in 2001. PanAmSat achieved an EBITDA margin
of 66.7% in 2001, which included these direct operating and SG&A costs. PanAmSat
is committed to reducing its operating cost structure in order to improve
operating efficiency. In the third and fourth quarters of 2001, PanAmSat
streamlined operations, reduced headcount and general operating expenses, which
is expected to result in savings beginning in 2002.

   Video Services. Through its video services business, PanAmSat provides
satellite services for the transmission of entertainment, news, sports and
educational programming worldwide. PanAmSat currently provides video services to
over 300 content providers worldwide. Its video services business is comprised
of four categories:
  .  video distribution services--the full-time transmission of television
     programming to cable systems, network affiliates and other redistribution
     systems;
  .  direct-to-home television services--the transmission of multiple
     television channels for household reception;
  .  full-time contribution services--satellite transmission services for the
     full-time transmission of news, sports and entertainment segments to
     network affiliates or broadcast centers around the world; and
  .  special events services--short-term satellite services that PanAmSat
     provides to broadcasters when they need on-the-scene coverage of sporting
     events and breaking news.

   PanAmSat's video services business has been the most stable component of its
business, characterized by predictable revenues from its media customers under
long-term contracts. Part of PanAmSat's strategy is to utilize the relationships
PanAmSat has built with premier video content providers as a powerful marketing
tool for obtaining new business. Because PanAmSat has premier programmers, such
as AOL Time Warner, Disney and Viacom, under long-term agreements for capacity
on particular satellites, PanAmSat has been able to attract additional
programmers onto these satellites and charge higher rates for additional
capacity on these satellites. Other content providers have been willing to pay
higher rates to leverage the existing ground infrastructure already aimed at
PanAmSat's satellites. In this way, other content providers access the same
audience receiving an existing lineup of premier programming.

   As leading media companies have come to rely on PanAmSat's satellites to
distribute their content, PanAmSat's network has become one of the largest
global video distribution platforms available today. PanAmSat's satellite fleet
in the U.S. delivers more than 100 of the leading cable television channels to
over 10,000 cable head-ends, representing approximately 69 million cable
households. In addition, PanAmSat's satellites provide direct-to-home television
services to eight direct-to-home platforms worldwide making PanAmSat one of the
largest third-party providers of direct-to-home television services. PanAmSat's
strong market presence in video services has enabled it to enter into long-term
contracts with its customers, many of which include favorable pricing. At
December 31, 2001, PanAmSat's video services contracted backlog was
approximately $4.8 billion, or 83%, of total contracted backlog.

   Network Services. Through PanAmSat's network services business, PanAmSat
provides satellite services for relaying voice, video and data communications
around the world. PanAmSat currently provides network services to over 35
telecommunications carriers and multinational corporations in 40 countries.
PanAmSat's network services business comprises three categories:
  .  private business networks--secure, high speed corporate data networks used
     in a variety of business functions;
  .  Internet services--offered to content providers and Internet service
     providers for improved high data rate Internet backbone trunking and
     backhauling and point-to-multipoint content distribution; and
  .  carrier services--offered to telecommunications carriers to provide voice,
     video or data communications networks for businesses, governments and other
     users.

   PanAmSat views its network services business as a major contributor to its
future growth. The network services business remains one of the fastest growing
segments within satellite telecommunications, with the transport of Internet
protocol content and streaming media applications generally regarded as the
primary drivers of growth. Because PanAmSat's space and ground network is
designed to broadcast streaming media content to multiple locations in an
efficient manner, PanAmSat's strategy is to capture a meaningful share of the
anticipated growth in these areas. At December 31, 2001, PanAmSat's network
services contracted backlog was approximately $970 million, or 17% of total
contracted backlog.

   Telemetry,Tracking and Control and Other Services. In addition to the
telemetry, tracking and control ("TT&C") services PanAmSat provides for 17 of
its satellites, PanAmSat also provides TT&C services for six satellites owned by
other satellite operators. PanAmSat also offers in-orbit backup service,
reserving transponder capacity for certain customers. At December 31, 2001,
PanAmSat's TT&C and other services' contracted backlog was approximately $40
million.

   Competition.  PanAmSat primarily competes with companies and organizations
that own or utilize satellite or ground-based transmission facilities.
Satellite operators include:
  .  global competitors such as Intelsat Ltd. and SES Global S.A., and
  .  regional operators expanding globally, such as Loral Space and
     Communications, Ltd., New Skies Satellites N.V.; and numerous other
     regional operators and governments.

Acquisitions, Strategic Alliances and Divestitures

   Due to rapid growth in the entertainment and telecommunications industries,
and increasing competitive pressures, Hughes reviews its competitive position on
an ongoing basis and from time to time considers various acquisitions, strategic
alliances and divestitures in order to continue to compete effectively, improve
its financial results, grow its business and allocate its resources efficiently.
Hughes believes that the formation of strategic partnerships with other firms
helps to bring together the necessary expertise, such as distribution, market
knowledge and technology, to address competitive pressures and meet new market
demands. Hughes also considers periodically making equity investments in
companies with which Hughes can jointly provide services to its customers. The
terms of the Hughes/EchoStar merger agreement, as well as certain of Hughes'
financing arrangements, contain limitations on Hughes' ability to acquire and
dispose of assets, as well as its ability to enter into strategic alliances.
Hughes' ability to take these actions may require the consent of EchoStar,
Hughes' lenders or both. If Hughes determines to acquire or dispose of assets,
or enter into a strategic alliance, there can be no assurance that Hughes will
be able to obtain such consent, if required. In addition, if the Hughes/EchoStar
merger is not completed, Hughes may be adversely affected and, therefore, may be
unable to pursue acquisitions, strategic alliances or divestitures that it might
otherwise have entered into. For more information on the risks associated with
the failure to complete the Hughes/EchoStar merger, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Acquisitions,
Investment and Divestitures--Merger Transaction."

Regulation

   Various aspects of Hughes' businesses are subject to federal and state
regulation. Noncompliance with these regulations could result in the suspension
or revocation of Hughes' licenses or registrations, the termination or loss of
contracts or the imposition of contractual damages, civil fines or criminal
penalties.

   DIRECTV's business is subject to regulation by the FCC. These regulations
govern, among other things, the authorization to license the use of orbital
slots for the delivery of digital television signals.

   The satellite industry is highly regulated both in the United States and
internationally. Hughes is generally subject to the regulatory authority of the
U.S. government and the regulatory authority of other countries in which it
operates. The ownership and operation of Hughes' satellite systems is regulated
by the FCC primarily for:
  . the licensing of satellites and earth stations;
  . avoidance of interference  with other radio stations; and
  . compliance with FCC rules governing U.S.-licensed satellite systems.

  The FCC grants authorizations to satellite operators that meet its legal,
technical and financial qualification requirements. Under the FCC's financial
qualification rules, an applicant must demonstrate that it has sufficient funds
to construct, launch, and operate each requested satellite for one year. Under
the FCC's rules, unless an applicant has received an authorization to launch and
operate a satellite, it must notify the FCC in writing prior to commencing
satellite construction, and any construction engaged in is at the applicant's
own risk.

  Additionally, Hughes may be required to obtain licenses in other countries to
provide services in or connected to the country. Foreign laws and regulatory
practices governing the provision of satellite services to licensed entities and
directly to end users vary substantially. Hughes is required by international
rules to coordinate the use of the frequencies on its satellites with other
satellite operators who may interfere with Hughes or who may suffer interference
from Hughes. Hughes may also be subject to national communications and/or
broadcasting laws with respect to its provision of international satellite
service.

Research and Intellectual Property

   The ability to continue to generate technological innovations is important to
Hughes' long-term business strategy. The continued development of new
technologies may provide new and improved products that will continue to fuel
business opportunities. Research and development is carried on in each of
Hughes' business units in connection with ongoing product improvement efforts.

   Hughes utilizes a large number of patents and trademarks which are held by
Hughes or its affiliates. Hughes believes that, in the aggregate, the rights
existing under such patents, trademarks and licenses are important. Hughes
believes that its competitive position is dependent on research, engineering and
production capabilities. Hughes actively pursues patent and trademark
protections of its technological and engineering innovations, and actively
pursues enforcement of its intellectual property rights.

Environmental Regulation

   Hughes is subject to the requirements of federal, state, local and foreign
environmental and occupational safety and health laws and regulations. These
include laws regulating air emissions, water discharge and waste management.
Hughes has an environmental management structure designed to facilitate and
support its compliance with these requirements, and attempts to maintain
complete compliance with all such requirements. Hughes has made and will
continue to make capital and other expenditures to comply with environmental
requirements. Hughes does not, however, expect capital or other expenditures for
environmental compliance to be material in 2002 and 2003. Environmental
requirements are complex, change frequently and have become more stringent over
time. Accordingly, Hughes cannot provide assurance that these requirements will
not change or become more stringent in the future in a manner that could have a
material adverse effect on Hughes' business.

   Hughes is also subject to environmental laws requiring the investigation and
cleanup of environmental contamination at facilities it formerly owned or
operated or currently owns or operates or to which it sent hazardous wastes for
treatment or disposal. Hughes is aware of contamination at one of its former
sites. Hughes believes it has adequately provided for the expected cost of
environmental investigation and cleanup.

Segment Reporting Data

   Operating segment and principal geographic area data for 2001, 2000 and 1999
are summarized in Note 19 of the Notes to the Consolidated Financial Statements
in Part II, and are incorporated herein by reference.

Other

   As of December 31, 2001, Hughes and its subsidiaries had approximately 13,700
employees.

ITEM 2.  PROPERTIES

   As of December 31, 2001, Hughes Electronics Corporation had approximately 67
locations operating in 17 states and 43 cities in the United States and
approximately 60 additional locations in 42 cities in approximately 18 countries
outside the United States. At such date, Hughes owned approximately 1.4 million
square feet of space and leased an additional 2.7 million square feet of space.

ITEM 3.  LEGAL PROCEEDINGS

   (a) Material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which Hughes Electronics Corporation
("Hughes") became, or was, a party during the year ended December 31, 2001 or
subsequent thereto, but before the filing of this report are summarized below:

   On June 3, 1999, the National Rural Telecommunications Cooperative ("NRTC")
filed a lawsuit against DIRECTV, Inc. and Hughes Communications Galaxy, Inc.,
which Hughes refers to together in this description as "DIRECTV," in the U.S.
District Court for the Central District of California, alleging that DIRECTV
breached its DBS Distribution Agreement with the NRTC. The DBS Distribution
Agreement provides the NRTC with certain distribution rights, in certain
specified portions of the United States, for a specified period of time, with
respect to DIRECTV(R) programming delivered over 27 of the 32 frequencies at the
101(degrees) west longitude orbital location. The NRTC claims that DIRECTV has
wrongfully deprived it of the exclusive right to distribute programming formerly
provided by United States Satellite Broadcasting Company, Inc. ("USSB") over the
other five frequencies at 101(degrees), and seeks recovery of related revenues
from the date USSB was acquired by Hughes. DIRECTV denies that the NRTC is
entitled to exclusive distribution rights to the former USSB(R) programming
because, among other things, the NRTC's exclusive distribution rights are
limited to programming distributed over 27 of the 32 frequencies at
101(degrees). The NRTC also pled, in the alternative, the right to distribute
former USSB programming on a non-exclusive basis, but stipulated to dismiss this
claim without prejudice on August 25, 2000. DIRECTV maintains that the NRTC's
right under the DBS Distribution Agreement is to market and sell the former USSB
programming as its non-exclusive sales agent and that NRTC is not entitled to
the additional claimed revenues. DIRECTV intends to vigorously defend against
the NRTC claims. DIRECTV also filed a counterclaim against the NRTC seeking a
declaration of the parties' rights under the DBS Distribution Agreement.

   On August 26, 1999, the NRTC filed a second lawsuit in the U.S. District
Court for the Central District of California against DIRECTV alleging that
DIRECTV has breached the DBS Distribution Agreement. In this lawsuit, the NRTC
is asking the Court to require DIRECTV to pay the NRTC a proportionate share of
unspecified financial benefits that DIRECTV derives from programming providers
and other third parties. DIRECTV denies that it owes any sums to the NRTC on
account of the allegations in these matters and plans to vigorously defend
itself against these claims or this claim. On June 21, 2001, the Court permitted
the NRTC to amend the action to also seek an exclusive right to distribute in
its territories, and to retain revenues from, "Advanced Services," which the
NRTC defines to include services such as Wink, TiVo, Ultimate TV and AOL-TV.
DIRECTV denies that the NRTC is entitled to exclusive distribution rights to the
so-called Advanced Services because, among other things, the services are not
services transmitted by DIRECTV over the 27 frequencies as to which the NRTC has
contractual rights.

   Pegasus Satellite Television, Inc. ("Pegasus") and Golden Sky Systems, Inc.
("Golden Sky"), the two largest NRTC affiliates, filed an action on January 11,
2000 against DIRECTV in the U.S. District Court for the Central District of
California. The plaintiffs alleged, among other things, that DIRECTV has
interfered with their contractual relationship with the NRTC. The plaintiffs
alleged that their rights and damages are derivative of the rights and damages
asserted by the NRTC in its two cases against DIRECTV. The plaintiffs also
alleged that DIRECTV misused their subscriber information, and interfered with
their contractual relationships with manufacturers and distributors by
preventing those parties from selling receiving equipment to the plaintiffs'
dealers. On October 19, 2000, Golden Sky agreed to dismiss its equipment-related
claims with prejudice. DIRECTV denies that it has wrongfully interfered with any
of the plaintiffs' business relationships and will vigorously defend the
lawsuit. DIRECTV filed a counterclaim on March 9, 2001, seeking judicial
declarations that the contracts between Pegasus and the NRTC, and Golden Sky and
the NRTC, do not include rights of first refusal and will terminate when the
DIRECTV-1 satellite is removed from orbit. On June 21, 2001, the Court permitted
Pegasus and Golden Sky to amend their complaint to seek an exclusive right, also
derivative from the NRTC's claimed right, to distribute in their territories,
and to retain revenues from, the "Advanced Services." DIRECTV denies that
Pegasus and Golden are entitled to exclusive distribution rights to the
so-called Advanced Services because, among other things, the services are not
services transmitted by DIRECTV over the 27 frequencies as to which the NRTC and
derivatively, Pegasus and Golden Sky, have contractual rights.

   A class action suit was filed in the U.S District Court for the Central
District of California against DIRECTV on behalf of the NRTC's participating
members on February 29, 2000. The Court certified a class on December 29, 2000.
The class asserted claims identical to the claims that were asserted by Pegasus
and Golden Sky in their lawsuit against DIRECTV, described in the preceding
paragraph. Similar to Golden Sky, however, the class has dismissed its
equipment-related claims without prejudice. DIRECTV filed counterclaims against
the class identical to those filed against Pegasus and Golden Sky as described
above. On June 21, 2001, the class was also permitted to amend its complaint to
seek an exclusive right, derivative from the NRTC's claimed right, to distribute
in their territories, and to retain revenues from, the "Advanced Services."
DIRECTV denies that the class is entitled to exclusive distribution rights to
the so-called Advanced Services because, among other things, the services are
not services transmitted by DIRECTV over the 27 frequencies as to which the NRTC
and derivatively, the class, have contractual rights.

  On February 1, 2001, the NRTC filed a third lawsuit in the U.S. District
Court for the Central District of California against DIRECTV, seeking a
declaration from the court that it is not required to defend and indemnify
DIRECTV for the Pegasus and Golden Sky and class action lawsuits. The NRTC has
been paying and continues to pay DIRECTV's legal fees in those matters under
protest. DIRECTV filed a counterclaim on February 21, 2001 seeking a declaratory
judgment that the NRTC is indeed responsible for the defense and indemnity of
DIRECTV.

   On September 19, 2001, the NRTC filed a fourth lawsuit against DIRECTV in the
U.S. District Court of the Central District of California, seeking a declaration
from the Court that the NRTC is not required to defend and indemnify DIRECTV for
the Pegasus Development Corporation and Personalized Media Communications, LLC
v. DIRECTV, et al. lawsuit pending in the U.S. District Court for the District
of Delaware. The NRTC has been paying and continues to pay DIRECTV's legal fees
in that matter under protest. DIRECTV filed a counterclaim on October 26, 2001
seeking a declaratory judgment that the NRTC is indeed responsible for the
defense and indemnity of DIRECTV.

   The U.S. District Court for the Central District of California has
consolidated for purposes of discovery each of the NRTC, Pegasus and Golden Sky
and class action lawsuits, but has not determined if the cases will be
consolidated for trial. A trial date in December 2002 has been set in the first
NRTC case. An amount of loss, if any, cannot be estimated at this time in the
NRTC, Pegasus and class action litigation.

                                    *  *  *

   General Electric Capital Corporation ("GECC") and DIRECTV entered into a
contract on July 31, 1995, in which GECC agreed to establish and manage a
private label consumer credit program for consumer purchases of hardware and
related DIRECTV(R) programming. Under the contract, GECC also agreed to provide
certain related services to DIRECTV, including credit risk scoring, billing and
collections services. DIRECTV agreed to act as a surety for loans complying with
the terms of the contract. Hughes guaranteed DIRECTV's performance under the
contract. A complaint and counterclaim were filed by the parties in the U.S.
District Court for the District of Connecticut concerning GECC's performance and
DIRECTV's obligation to act as a surety. A trial commenced on June 12, 2000 with
GECC presenting evidence to the jury for damages of $157 million. DIRECTV sought
damages from GECC of $45 million. On July 21, 2000, the jury returned a verdict
in favor of GECC and awarded contract damages in the amount of $133.0 million.
The trial judge issued an order granting GECC $48.5 million in interest under
Connecticut's offer-of-judgment statute. With this order, the total judgment
entered in GECC's favor was $181.5 million. Hughes and DIRECTV filed a notice of
appeal on December 29, 2000. Oral argument on the appeal was heard on October
15, 2001 by the Second Circuit Court of Appeals. While the appeal is pending,
post-judgment interest on the total judgment is accruing at a rate of 6.241% per
year, compounded annually, from the date judgment was entered in October 2000.
Hughes and DIRECTV believe that it is reasonably possible that the jury verdict
will be overturned and a new trial granted.

                                    *  *  *

   DIRECTV filed suit in California State Court, Los Angeles County, on June 22,
2001 against Pegasus and Golden Sky (referred to together as "Defendants") to
recover monies (currently approximately $60 million) that Defendants owe DIRECTV
under the parties' Seamless Marketing Agreement, which provides for
reimbursement to DIRECTV of certain subscriber acquisition costs incurred by
DIRECTV on account of new subscriber activations in Defendants' territory.
Defendants had ceased making payments altogether, and indicated that it did not
intend to make any further payments due under the Agreement. On July 13, 2001,
Defendants sent notice of termination of the Agreement and on July 16, 2001,
Defendants answered DIRECTV's complaint and filed a cross complaint alleging
counts of fraud in the inducement, breach of contract, breach of the covenant of
good faith and fair dealing, intentional interference with contractual
relations, intentional interference with prospective economic advantage and
violation of California Bus. and Prof. Code 17200. The latter three counts
duplicate claims already asserted by Defendants in the above-referenced federal
court litigation. Defendants seek an unstated amount of damages and punitive
damages. DIRECTV denies any liability to Defendants, and intends to vigorously
pursue its damages claim against Defendants and defend against Defendants' cross
claims. Defendants removed the action to federal district court, Central
District of Los Angeles, where it has been transferred to the judge hearing the
other, above-referenced litigation, and consolidated therewith for purposes of
discovery.

                                    *  *  *

   There had been a pending grand jury investigation into whether Hughes should
be accused of criminal violations of United States export control laws arising
out of the participation of two of its employees on a committee formed to review
the findings of Chinese engineers regarding the failure of a Long March rocket
in China in 1996. On January 7, 2002, the U.S. Department of Justice advised
Hughes that it would not prosecute Hughes or any of its current or former
employees in connection with the activities of the committee or any other
matters that were under investigation by the Grand Jury. As a result, Hughes is
no longer at risk of criminal prosecution for any of these matters. However,
Hughes remains subject to the authority of the U.S. State Department to impose
sanctions for non-criminal violations of the Arms Export Control Act. The
possible civil sanctions could include fines as well as debarment from various
export privileges and participating in government contracts. On October 6, 2000,
Hughes completed the sale of its satellite systems manufacturing businesses
("Satellite Businesses") to The Boeing Company ("Boeing"). In that transaction,
Hughes retained liability for certain possible fines and penalties and certain
financial consequences of debarment related to the business now owned by Boeing
should the State Department impose such sanctions against the Satellite
Businesses. Hughes does not expect sanctions imposed by the State Department, if
any, to have a material adverse effect on Hughes.

                                    *  *  *

   In connection with the 2000 sale by Hughes of its satellite systems
manufacturing businesses to Boeing, the stock purchase agreement provides for
potential adjustment to the purchase price based upon the final closing date
financial statements of the satellite systems manufacturing businesses. The
stock purchase agreement also provides for an arbitration process to resolve any
disputes that arise in determining the purchase price adjustment. Based upon the
final closing date financial statements of the satellite systems manufacturing
businesses that were prepared by Hughes, Boeing is owed a purchase price
adjustment of $164 million plus interest from the date of sale, the total amount
of which has been provided for in Hughes' financial statements. However, Boeing
has submitted additional proposed adjustments, of which about $750 million
remain unresolved. Hughes believes that these additional proposed adjustments
are without merit and intends to vigorously contest the matter in the
arbitration process which will result in a binding decision unless the matter is
otherwise settled. Although Hughes believes it has adequately provided for the
disposition of this matter, the impact of its disposition cannot be determined
at this time.

                                    *  *  *

   Nine purported class actions are pending in state courts, five in Delaware
(Wurzel v. Cornelius, et al., Selden Realty Association, Inc. v. Hughes, et
al., Weilheimer v. Cornelius, et al., Kopelman v. Cornelius, et al., Lerner v.
Cornelius, et al.), three in California (Salamone v. Hughes Electronics
Corporation, et al., Brody v. Hughes, et al., Lieberman v. Hughes, et al.) and
one in New York (Krim v. General Motors Corporation, et al.) on behalf of
owners of GM Class H shares, against Hughes and the Hughes directors. General
Motors Corporation ("GM") is a also a defendant in the Delaware cases. The
lawsuits allege that The News Corporation Limited had been favored as a bidder
to purchase Hughes over EchoStar Communications Corporation ("EchoStar") to
benefit GM in violation of alleged fiduciary duties. Subsequently, an
agreement, subject to regulatory approvals, was reached to merge Hughes and
EchoStar. The five Delaware cases have been consolidated, two of the California
cases have been stayed and plaintiff has requested dismissal of the third. None
of the cases has been certified as a class action. GM, Hughes and the Hughes
directors intend to vigorously defend these cases.

                                    *  *  *

   On September 7, 2000, a putative class action was commenced against DIRECTV,
Inc., Thomson Consumer Electronics, Inc., Best Buy Co., Inc., Circuit City
Stores, Inc. and Tandy Corporation, Inc. in the U.S. District Court in Los
Angeles. The named plaintiffs purport to represent a class of all consumers who
purchased DIRECTV equipment and services at any time from March 1996 to
September 1, 2000. The plaintiffs allege that the defendants have violated
federal and California antitrust statutes by entering into agreements to exclude
competition and force retailers to boycott competitors' products and services.
The plaintiffs seek declaratory and injunctive relief, as well as unspecified
damages, including treble damages. DIRECTV believes that the complaint is
without merit and intends to vigorously defend against the allegations raised
therein. DIRECTV successfully stayed the case pending resolution of relevant
issues in the antitrust suit brought by EchoStar as described below. Since the
EchoStar case was dismissed, the stay of this lawsuit was lifted. DIRECTV's
motion to compel arbitration pursuant to the DIRECTV customer agreement is now
pending before the court. An amount of loss, if any, cannot be estimated at this
time.

                                    *  *  *

   In April 2001, Robert Garcia, doing business as Direct Satellite TV, a
DIRECTV dealer, instituted arbitration proceedings with DIRECTV with the
American Arbitration Association in Los Angeles, California regarding his
commissions and certain chargeback disputes. The parties have been proceeding
with the arbitration, though no hearing date has been set. On October 4, 2001,
Mr. Garcia filed a class action complaint against DIRECTV and Hughes in Los
Angeles Superior Court asserting the same chargeback/commissions claims and a
Consumer Legal Remedies Act claim. Mr. Garcia alleges $300 million in class-wide
damages and seeks certification of a class of plaintiffs to proceed in
arbitration with court oversight. DIRECTV and Hughes do not believe that the
court has jurisdiction to order or oversee the class-wide arbitration, and will
move to dismiss the complaint. DIRECTV and Hughes will vigorously defend against
these allegations and seek to enforce the arbitration agreement. An amount of
loss, if any, cannot be estimated at this time.

                                    *  *  *

   On May 18, 2001, in Oklahoma State Court, plaintiffs Cable Connection, Inc.,
TV Options, Inc., Swartzel Electronics, Inc. and Orbital Satellite, Inc. filed a
class action complaint against DIRECTV and Hughes. All four plaintiffs are
DIRECTV dealers (three residential and one commercial), who allege claims
ranging from breach of contract to fraud, promissory estoppel, antitrust and
unfair competition claims. The plaintiffs seek unspecified damages and
injunctive relief. They claim to be bringing the complaint on behalf of all
DIRECTV dealers, including former PRIMESTAR and USSB dealers. On August 17,
2001, DIRECTV and Hughes successfully stayed the case and the court ordered the
individual plaintiffs to pursue their claims in arbitration pursuant to the
arbitration clause in each of the dealer's contracts with DIRECTV. None of the
plaintiffs has yet instituted arbitration proceedings.

                                    *  *  *

   On December 5, 2000, PMC and Pegasus Development Corporation filed suit in
U.S. District Court for the District of Delaware against DIRECTV, Hughes,
Thomson Consumer Electronics, Inc. and Philips Electronics North American
Corporation, alleging infringement of seven U.S. patents. Based in part on the
successful defense by Hughes against an earlier action brought by PMC on one of
the subject patents, Hughes expects that strong defenses of
invalidity and non-infringement exist, in addition to numerous other defenses
including license, laches and estoppel, and patent misuse. Hughes answered the
complaint on January 21, 2001 raising these defenses and related counterclaims
and intends to vigorously defend the lawsuit and pursue counterclaims against
Pegasus Development Corporation and PMC.

                                    *  *  *

   Following the discontinuation of DIRECTV Japan's operations in September
2000, Global Japan, Inc. ("Global") commenced an action in the New York Supreme
Court on October 5, 2000 against Hughes, DIRECTV Japan Management Company, Inc.,
DIRECTV International, Inc., DIRECTV, Inc. and the Hughes-appointed directors of
DIRECTV Japan for alleged breach of contract and fiduciary duty, fraudulent
conveyance and tortious interference in connection with the termination of two
direct broadcast satellite distribution agreements between Global and DIRECTV
Japan. Global seeks, among other things, damages of approximately $100 million.
Hughes contends that Global is entitled to $2 million as its sole and exclusive
remedy under the termination provisions of the distribution agreements and
intends to vigorously defend against the allegations raised.

                                    *  *  *

   Hughes Communications Galaxy, Inc. ("HCGI") filed a lawsuit on March 22, 1991
against the U.S. Government based upon the National Aeronautics and Space
Administration's breach of contract to launch ten satellites on the Space
Shuttle. The U.S. Court of Federal Claims granted HCGI's motion for summary
judgment on the issue of liability on November 30, 1995. A trial was held on May
1, 1998 on the issue of damages. On June 30, 2000, a final judgment was entered
in favor of HCGI in the amount of $103 million. On November 13, 2001, the U.S.
Court of Appeals for the Federal Circuit affirmed the lower court decision. On
December 26, 2001, Hughes filed a Combined Petition for Panel Rehearing and
Rehearing en Banc, seeking to increase the award, which was denied in January
2002. Both parties have until April 25, 2002 to seek Supreme Court review. As a
result of the uncertainty regarding the outcome of this matter, no amount has
been recorded in the consolidated financial statements to reflect the award.

                                    *  *  *

   (b) Previously reported legal proceedings which have been terminated, either
during the year ended December 31, 2001, or subsequent thereto, but before the
filing of this report are summarized below:
   EchoStar and others commenced an action in the U.S. District Court in
Colorado on February 1, 2000 against DIRECTV, Hughes Network Systems and Thomson
Consumer Electronics, Inc. seeking, among other things, injunctive relief and
unspecified damages, including treble damages, in connection with allegations
that the defendants have entered into agreements with retailers and program
providers and engaged in other conduct that violates the antitrust laws and
constitutes unfair competition. Following the announcement of the proposed
merger with EchoStar, this lawsuit was dismissed in its entirety with prejudice
in early November 2001.

                                    *  *  *

   In October 2001, Hughes reached a settlement with Raytheon on a purchase
price adjustment related to the 1997 spin-off of Hughes' defense electronics
business and the subsequent merger of that business with Raytheon. Under the
terms of the settlement, Hughes agreed to reimburse Raytheon $635.5 million of
the original $9.5 billion purchase price. Hughes paid $500 million of the
settlement amount in October 2001 and the remainder was paid subsequent to
December 31, 2001. In the third quarter of 2001, Hughes recorded a decrease to
"Capital stock and additional paid-in capital" of $574.2 million as a result of
the settlement.

                                    *  *  *

                                    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    March 13, 2002
        --------------
                                            By
                                            s/Peter R. Bible
                                            --------------------------
                                            (Peter R. Bible,
                                             Chief Accounting Officer)