3rd Qtr & 9 Mths Rslts - Pt 1

General Motors Corp
18 October 2001



PART 1
                 

-1-
                                         

On October 18, 2001, a news release was issued on the subject of third quarter 
consolidated earnings for General Motors Corporation (GM).  The news release did
not include certain financial statements, related footnotes and certain other 
financial information that will be filed with the Securities and Exchange 
Commission as part of GM's Quarterly Report on Form 10-Q.  The following is the 
third quarter earnings release for GM, and their subsidiary Hughes Electronics 
Corporation's (Hughes) earnings release dated October 17, 2001.


                     * GM EARNS $385 MILLION, UK $0.85 PER SHARE,
                       IN THIRD QUARTER, EXCLUDING SPECIAL ITEMS
                                         
                     * U.S. MARKET SHARE IMPROVES
                                         
                     * GMAC SETS THIRD-QUARTER EARNINGS RECORD

DETROIT - General Motors Corp. (NYSE: GM) today reported that it earned $385 
million, or $0.85 diluted earnings per share, in the third quarter of 2001 - 
excluding special items - on revenues of $42.5 billion. GM's global automotive 
and financing operations earned a total of $527 million during the period, which
was partially offset by a loss of $142 million at Hughes. These earnings are in 
line with the most recent guidance provided by GM, but down compared with the 
prior-year period.

The third-quarter-2001 results exclude one-time charges totaling $753 million, 
or $1.26 per share, related to the previously announced closing of an assembly 
plant in Canada, and various special items at Hughes, including the resolution 
of a dispute with Raytheon Company relating to the 1997 spin-off and merger of 
Hughes Defense (see Highlights). GM had a loss of $368 million, or $0.41 per 
share, in the quarter including the charges. GM financial results described 
throughout the remainder of this release exclude these charges unless otherwise 
noted. The third-quarter results compare with earnings of $829 million, or $1.55
per share, on revenue of $42.7 billion, in the third quarter of 2000. 

'Overall, GM's Automotive Operations faced significant challenges during the 
quarter but still delivered $212 million in net income,' said GM Chairman Jack 
Smith. 'While North American profits were stronger than expected, Europe 
remained in a significant loss position.' Asia Pacific was profitable while 
Latin America/Africa/Mid-East posted a small loss. 

'General Motors Acceptance Corp. (GMAC) delivered record third-quarter earnings,
driven by the continued strong performance of its core auto financing 
operations,' Smith said. 

-2-


'GM North America finished the quarter with particularly strong vehicle sales,' 
said GM President and Chief Executive Officer Rick Wagoner. 'U.S. market share 
was up in the third quarter, driven by strong sales of our full-size trucks, 
utilities, and new entries such as the Chevrolet Avalanche and Buick Rendezvous,
as well as strong and effective merchandising. This is a great base that we plan
to build on going forward. 

'In a very challenging environment, GM North America continued to deliver solid 
cost improvements,' Wagoner said. 'With our ongoing improvement in manufacturing
and engineering productivity, plus continued reductions in material costs, we 
were able to offset partially the tough pricing pressures and the drop in 
overall vehicle demand. But we know we can do more to improve our cost 
position.' 

Wagoner said, 'GM Europe (GME) is implementing a major turnaround plan designed 
to restore profitability. The plan, called Project Olympia, focuses on improving
revenue in a number of areas, especially through the introduction of a broad 
range of new innovative Opel products, while taking aggressive actions to reduce
costs in all areas of the business.' 

Cash and net liquidity held steady during the third quarter. Cash, marketable 
securities, and assets of the Voluntary Employees' Beneficiary Association 
(VEBA) trust invested in short-term fixed-income securities, excluding Hughes, 
totaled $11.0 billion at Sept. 30, 2001, compared with $11.1 billion at June 30,
2001. 


GMAC

GMAC achieved record third-quarter earnings of $437 million, a $36 million or 9-
percent improvement over the third quarter of 2000. GMAC's results were driven 
by the continued strong performance of its core auto financing operations. 
Financing operations benefited from higher asset levels and lower interest 
rates, which more than offset continuing weakness in off-lease residual values 
and higher credit losses. 

-3-

Income from insurance operations was down slightly in the third quarter of 2001 
as improved underwriting results were offset by lower capital gains, reflecting 
general weakness in the equity markets. Mortgage operations continued to post 
strong results, with origination volume in both residential and commercial 
mortgage sectors growing at a record pace. 

GM NORTH AMERICA

GMNA earned $445 million in the third quarter of 2001, excluding the charge of 
$194 million for the previously announced September 2002 closing of its Ste. 
Therese, Quebec, assembly plant. Including that special item, GMNA earned $251 
million. The $445 million earnings performance compares with $728 million earned
in the third quarter of 2000, when industry demand was at near-record levels. 

Continued cost improvements and a favorable mix of products were offset by lower
volume and unfavorable pricing. Third-quarter-2001 production fell 6 percent, 
wholesale vehicle sales declined about 7 percent, and net vehicle pricing was 
unfavorable compared with the prior-year period. 

GM's share of the U.S. truck market increased 2.9 percentage points to 28.6 
percent during the third quarter of 2001, compared with the same period last 
year. GM captured 27.7 percent of the total U.S. vehicle market in the third 
quarter, compared with 27.4 percent in the prior-year period. 

GM sold more full-size pickups than any industry competitor during the first 
nine months of 2001. Combined sales of the Chevy Silverado, Avalanche, and the 
GMC Sierra increased more than 10 percent compared with the same period last 
year. GM's full-size utility sales continued at a record pace for the first nine
months, outselling the nearest competitor by more than 196,000 units. GM's 
overall lineup of utilities gained 1.5 percentage points of market share during 
the first nine months of 2001. 


-4-

The GMC Envoy was named Motor Trend's 2002 sport utility vehicle (SUV) of the 
year last week, a prestigious award for a solid new product in an important 
segment. In addition, four GM vehicles captured top rankings in the J.D. Power 
and Associates 2001 Automotive Performance, Execution And Layout (APEAL) Study. 
GM had the highest number of top-ranked models among the big three that 
consumers consider to be 'most appealing.' Pontiac Aztek, Chevy TrailBlazer, 
Cadillac Escalade and Chevrolet Corvette ranked best in the highly competitive 
entry, midsize, luxury SUV, and premium sports car segments, respectively.

OTHER AUTOMOTIVE REGIONS

Tough price competition and unfavorable product mix and country mix were key 
factors in GME's loss of $287 million in the third quarter of 2001. That 
compares with a loss of $181 million in the third quarter last year.

GM Asia Pacific (GMAP) had net income of $60 million in the third quarter of 
2001, a significant improvement from the loss of $10 million in the third 
quarter of 2000. The improvement primarily resulted from stronger performance by
GM's Thailand operations and GM's joint venture in Shanghai, China. 

GM's Latin America/Africa/Mid-East (GMLAAM) region incurred a loss of $6 million
in the third quarter of 2001, compared with net income of $31 million in the 
same period last year. The region's economy was affected by financial turmoil in
Argentina and weakening in Brazil, the primary automotive market.

HUGHES

Hughes' loss of $142 million in the third quarter of 2001, excluding special 
items, was primarily related to the costs of continued growth of DIRECTV. Hughes
lost $227 million during the period including special items. Hughes had a loss 
of $88 million in the third quarter of 2000. Hughes added approximately 491,000 
net new DIRECTV subscribers in the third quarter, bringing the total subscriber 
base to 11.8 million.

-5-

LOOKING AHEAD

'There is considerable uncertainty regarding the strength of the key automotive 
markets during the balance of the year and in 2002,' Wagoner said. 'We're 
buckling down to enhance our cost position while remaining very aggressive in 
our effort to maximize revenue and grow market share.' 

GM currently estimates that in the fourth quarter of 2001 total industry sales 
in the United States will be down approximately 6 percent compared with the 
prior-year period, bringing industry sales for the calendar year to 
approximately 16.8 million units. Total industry sales in Western and Central 
Europe are expected to be down approximately 5 percent in the fourth quarter, 
compared with the fourth quarter of 2000. Net vehicle prices in North America 
are expected to be down approximately 1.3 percent for the fourth quarter and 
calendar-year 2001, compared with the prior-year periods. The change in 2001-
calendar-year net price to negative 1.3 percent versus prior guidance of 
negative 1.0 percent is attributable primarily to downward pressure on auction 
prices for used cars due to daily rental fleet reductions. The negative pricing 
trend also is expected to continue in Europe. 

GM's fourth-quarter production schedule for North America remains at 
approximately 1,270,000 vehicles, a 7 percent reduction from the same quarter 
last year. Based on this, fourth-quarter earnings are now expected to be 
approximately $0.50 per share. 

For calendar year 2002, GM's preliminary outlook is for total U.S. vehicle sales
in the low- to mid-15-million-unit range. Industry sales in the Western and 
Central European market are likely to be down about 3 percent and in the low-17-
million-unit range. 

                                -----------     

In this press release and related comments by General Motors management, our use
of the words 'outlook,' 'expect,' 'anticipate,' 'estimate,' 'forecast,' 
'objective,' 'plan,' 'designed,' 'goal' and similar expressions is intended to 
identify forward looking statements. While these statements represent our 
current judgment on what the future may hold, and we believe these judgments are
reasonable, actual results may differ materially due to numerous important 
factors that are described in GM's most recent report on SEC Form 10-K (at page 
II-10,11) which may be revised or supplemented in subsequent reports on SEC 
Forms 10-Q and 8-K. Such factors include, among others, the following: changes 
in economic conditions, currency exchange rates or political stability; 
shortages of fuel, labor strikes or work stoppages; market acceptance of the 
corporation's new products; significant changes in the competitive environment; 
changes in laws, regulations and tax rates; and, the ability of the corporation 
to achieve reductions in cost and employment levels to realize production 
efficiencies and implement capital expenditures at levels and times planned by 
management.


-6-

General Motors Corporation
List of Special Items - After Tax
(dollars in millions)


                                                     Third Quarter 2001
                                        ----------------------------------------

                                                   Other      Total      Diluted
                                GMNA     Hughes     ACO         GM       EPS
                                -----     ------   -----     ------     --------

     
Reported Net Income (Loss)     $251     $(227)     $(595)     $(368)     $(0.41)

Ste. Therese Charge (A)         194         -          -        194        0.35

Raytheon Settlement (B)           -         -        474        474        0.86

Gain on Sale of Thomson (C)       -       (67)         -        (67)      (0.04)

SkyPerfecTV! Writedown (D)        -       133          -        133        0.08

Severance Charge (E)              -        40          -         40        0.02

DirecTV Japan Adjustment (F)      -       (21)         -        (21)      (0.01)
                                 ---       ---       ---        ---        ----
     
Adjusted Net Income (Loss)     $445     $(142)     $(121)      $385       $0.85
                                 ===       ===       ===        ===        ====


A)     The Ste. Therese Charge relates to the previously announced closing of   
       the Ste. Therese, Quebec assembly plant.
B)     The Raytheon Settlement relates to Hughes' settlement with the Raytheon  
       Company on a purchase price adjustment related to Raytheon's 1997 merger 
       with Hughes Defense.  
C)     The Gain on sale of Thomson relates to Hughes' sale of 4.1 million shares
       of Thomson Multimedia common stock.
D)     The SkyPerfecTV! Writedown relates to Hughes' non-cash charge from the   
       revaluation of its investment.
E)     The Severance Charge relates to Hughes' 10% company-wide workforce       
       reduction in the U.S.
F)     The DirecTV Japan Adjustment relates to a favorable adjustment to the    
       expected costs associated with the shutdown of Hughes' DirecTV Japan     
       business.


-7-

General Motors Corporation
List of Special Items - After Tax
(dollars in millions)


                                               Year to Date 2001
                                     ----------------------------------------
                                                                         Other
                          GMNA     GME     GMLAAM     GMAP     Hughes      ACO
                          ----     ---     ------     ----     ------     -----
Reported Net
 Income (Loss)            $878     $(525)     $30     $(82)    $(487)     $(796)

Ste. Therese Charge (A)    194         -        -        -         -          -

Raytheon Settlement (B)      -         -        -        -         -        474

Gain on Sale of Thomson (C)  -         -        -        -       (67)         -

SkyPerfecTV! Writedown (D)   -         -        -        -       133          -

Severance Charge (E)         -         -        -        -        40          -

DirecTV Japan
 Adjustment (F)              -         -        -        -       (21)         -

Isuzu Restructuring (G)      -         -        -      133         -          -

SFAS 133 (H)                14        (2)       1        1         8          -
     
                          -----      ---      ---      ---       ---        ---
Adjusted Net
  Income(Loss)          $1,086     $(527)     $31     $52     $(394)     $(322)
                          =====      ===       ==       ==       ===        ===
     
                                  Total               Other    Total   Diluted
                                   ACO      GMAC        FIO       GM     EPS
                                  -----     ------     -----    -----   -------

Reported Net Income (Loss)       $(982)     $1,351     $(23)     $346     $1.16

Ste. Therese Charge (A)            194           -        -       194      0.35

Raytheon Settlement (B)            474           -        -       474      0.86

Gain on Sale of Thomson (C)        (67)          -        -       (67)    (0.04)

SkyPerfecTV! Writedown (D)         133           -        -       133      0.08

Severance Charge (E)                40           -        -        40      0.02

DirecTV Japan Adjustment (F)       (21)          -        -       (21)    (0.01)

Isuzu Restructuring (G)            133           -        -       133      0.24

SFAS 133 (H)                        22         (34)       -       (12)    (0.03)
                                   ---       -----      ---       ----     ----
Adjusted Net Income (Loss)        $(74)     $1,317     $(23)    $1,220     $2.63
                                    ==       =====        ==     =====     ====


               See page 6 for footnotes (A) - (F).
     
G)     The Isuzu restructuring charges include General Motors' portion of 
severance payments and asset impairments that were part of the second quarter 
restructuring of its affiliate Isuzu Motors Ltd.

H)     The SFAS 133 represents the net impact during the first quarter 2001 from
initially adopting SFAS No. 133, Accounting for Derivatives and Hedging 
Activities.


-8-

General Motors Corporation
Adjusted Corporate Financial Results

                                      Third Quarter      Year to Date
                                      --------------     --------------
                                     2001(1)     2000     2001(1)    2000
                                        ----     ----     ----       ----

Total net sales and 
  revenues ($Mil's)                 $42,475   $42,690   $131,318   $138,291

Consolidated net 
  income ($Mil's)                      $385      $829     $1,220     $4,363

Net margin from 
  consolidated net income               0.9%     1.9%       0.9%       3.2%

GM $1-2/3 par value 
  earnings per share
   Basic EPS                           $0.86    $1.57       $2.65     $7.51
   Diluted EPS                         $0.85    $1.55       $2.63     $7.37

GM Class H 
   earnings per share 
   Basic EPS                          $(0.13)  $(0.09)     $(0.36)   $(0.23)
   Diluted EPS                        $(0.13)  $(0.09)     $(0.36)   $(0.23)

Earnings attributable to 
   GM $1-2/3 par value ($Mil's)
   Consolidated net income              $385     $829       $1,220    $4,363
   Preferred dividends                  (25)     (27)         (76)      (83)
   Losses attributable 
   to GM Class H                         113       76          314       144
                                        ---       ---         -----    -----
    
Total earnings attributable
to GM $1-2/3 par value                  $473     $878       $1,458    $4,424

 GM $1-2/3 par value average 
     shares outstanding (Mil's)
     Basic shares                        551      559          549       589
     Diluted shares                      558      567          556       600

Cash dividends per share 
     of common stocks
     GM $1-2/3 par value               $0.50    $0.50        $1.50     $1.50
     GM Class H                            -        -            -         -

Book value per share of 
    common stocks at Sept. 30
    GM $1-2/3 par value               $37.44   $40.39
    GM Class H                         $7.49    $8.08

Total cash at Sept. 30
   ($Bil's) (2)                        $11.7    $13.5

Automotive, Communications Services, 
   and Other Operations ($Mil's)
   Depreciation                       $1,123   $1,002      $3,291     $2,964
   Amortization of special  tools        609      537       1,747      1,852
   Amortization of intangible 
      assets                              80       57         238        209
                                       -----     -----      -----     -----
               Total                  $1,812   $1,596      $5,276     $5,025
                                       =====     =====      =====     =====


See footnotes on page 12.

 -9-

General Motors Corporation
Adjusted Segment Financial Results

                                            Third Quarter      Year to Date
                                           --------------     --------------
                                          2001(1)     2000     2001(1)     2000
                                                                                
                                            ----       ----      ----      ----
(dollars in millions)
 Total net sales and revenues 
  GMNA                                   $26,269    $26,171   $79,492   $85,984
  GME                                      5,117      5,339    17,616    19,315
  GMLAAM                                   1,312      1,524     4,446     4,282
  GMAP                                     1,000        952     3,138     2,605
                                         ------     ------   -------     -------
Total GMA                                 33,698     33,986   104,692   112,186
Hughes                                     2,113      2,088     6,033     6,466
Other                                        486        528     1,467     2,015
                                         ------     ------    ------     -------
Total ACO                                 36,297     36,602   112,192   120,667
GMAC                                       6,116      6,067    18,915    17,443
Other Financing                               62         21       211       181
                                         ------     ------     -------  -------
 Total FIO                                 6,178     6,088     19,126     17,624
                                          ------     ------    -------   -------
Consolidated net sales 
    and revenues                         $42,475   $42,690   $131,318   $138,291
                                          ======     ======    ======    =======

Pre-tax income (loss)
      GMNA                                  $641    $1,086     $1,523    $5,068
      GME                                  (400)     (265)      (747)       362
      GMLAAM                                (11)       (9)         71      (77)
      GMAP                                    9        (7)         44       26
                                             ---     -----      -----     -----
Total GMA                                    239       805        891    5,379
Hughes (3)                                 (173)     (155)      (573)     (420)
Other                                      (143)      (47)      (402)     (160)
                                             ---     -----     -----     -----
Total ACO                                   (77)       603       (84)    4,799
GMAC                                         710       661     2,142     1,921
Other Financing                             (11)         2       (34)       13
                                             ---     -----     -----     -----
Total FIO                                    699       663     2,108     1,934
                                             ---     -----     -----     -----
               
Consolidated pre-tax 
   income                                   $622    $1,266    $2,024    $6,733
                                             ===     =====     =====     =====  
Net income (loss)
   GMNA                                     $445      $728    $1,086    $3,428
   GME                                     (287)     (181)     (527)       206
   GMLAAM                                    (6)        31        31        42
   GMAP                                       60      (10)        52     (126)
                                             ---       ---     -----     -----
Total GMA                                    212       568       642     3,550
   Hughes (3)(4)                           (142)      (88)     (394)     (229)
   Other                                   (121)      (57)     (322)     (162)
                                             ---       ---     -----     -----
Total ACO                                   (51)       423      (74)     3,159
   GMAC                                      437       401     1,317     1,193
   Other Financing                           (1)         5      (23)        11
                                             ---       ---     -----     -----  
Total FIO                                    436       406     1,294     1,204
                                             ---       ---     -----     -----
   Consolidated net income                  $385      $829    $1,220    $4,363
                                             ===       ===     =====     =====

See footnotes on page 12.

-10-

General Motors Corporation
Supplementary Adjusted Segment Financial Results

                                             Third Quarter      Year to Date
                                            --------------     --------------
                                         2001(1)     2000     2001(1)    2000
                                         ----        ----     ----       ----
(dollars in millions)
Income tax expense (benefit)
  GMNA                                      $179     $344       $387    $1,604
  GME                                      (112)     (81)      (212)       164
  GMLAAM                                     (8)     (27)         21      (74)
  GMAP                                      (12)       10          7        21
                                             --       ---        ---     -----
  Total GMA                                 $47      $246       $203    $1,715
                                             ==       ===        ===     =====

Equity income (loss) and 
   minority interests
   GMNA                                    $(17)     $(14)     $(50)     $(36)
   GME                                        1         3          8        8
   GMLAAM                                    (3)       13       (19)       45
   GMAP                                      39         7         15     (131)
                                              --      ---      -----     -----
   Total GMA                                $20        $9      $(46)    $(114)
                                              ==        =         ==       ===

Effective income tax rate
   GMNA                                   27.9%     31.7%      25.4%     31.6%
   GME                                    28.0%     30.6%      28.4%     45.3%
   GMLAAM                                 72.7%    300.0%      29.6%     96.1%
   GMAP                                (133.3%)  (142.9%)      15.9%     80.8%

Net margins 
   GMNA                                    1.7%      2.8%       1.4%      4.0%
   GME                                   (5.6%)    (3.4%)     (3.0%)      1.1%
   GMLAAM                                (0.5%)      2.0%       0.7%      1.0%
   GMAP                                    6.0%    (1.1%)       1.7%    (4.8%)
   Total GMA                               0.6%      1.7%       0.6%      3.2%
   Hughes (3)(4)                         (6.7%)    (4.2%)     (6.5%)    (3.5%)
   Total ACO                             (0.1%)      1.2%     (0.1%)      2.6%
   GMAC                                    7.1%      6.6%       7.0%      6.8%
   Consolidated net income                 0.9%      1.9%       0.9%      3.2%


See footnotes on page 12.

-11-

General Motors Corporation
Operating Statistics

                                           Third Quarter      Year to Date
                                          --------------     --------------
                                           2001     2000     2001     2000
                                           ----     ----     ----     ----
(units in thousands)
Worldwide Wholesale Sales
   United States - Cars                     505      611    1,553     1,917
   United States - Trucks                   587      563    1,789     1,906
                                          -----    -----    -----     -----
   Total United States                    1,092    1,174    3,342     3,823
   Canada, Mexico, and Other                145      154      482       570
                                          -----    -----    -----     -----
   Total GMNA                             1,237    1,328    3,824     4,393
   GME                                      396      396    1,359     1,434
   GMLAAM                                   154      181      500       470
   GMAP                                     121      134      360       345
                                          -----    -----    -----     -----
   Total Worldwide                        1,908    2,039    6,043     6,642
                                          =====    =====    =====     =====

Vehicle Unit Deliveries 
   Chevrolet - Cars                         179      230      637       706
   Chevrolet - Trucks                       431      420    1,320     1,342
   Pontiac                                  138      167      419       487
   GMC                                      123      123      392       412
   Buick                                    119      108      301       322
   Oldsmobile                                53       67      189       225
   Saturn                                    49       71      200       216
   Cadillac                                  46       51      125       148
   Other                                     14       12       40        29
                                          -----    -----    -----     -----
   Total United States                    1,152    1,249    3,623     3,887
   Canada, Mexico, and Other                167      186      515       541
                                          -----    -----    -----     -----
   Total GMNA                             1,319    1,435    4,138     4,428
   GME                                      414      413    1,415     1,460
   GMLAAM                                   159      159      497       441
   GMAP                                     136      125      381       348
                                          -----    -----    -----     -----
   Total Worldwide                        2,028    2,132    6,431     6,677
                                          =====    =====    =====     =====

Market Share
   United States - Cars                   26.6%    29.2%    27.2%     28.8%
   United States - Trucks                 28.6%    25.7%    28.3%     27.1%
   Total United States                    27.7%    27.4%    27.8%     27.9%
   Total North America                    27.2%    27.3%    27.4%     27.7%
   Total Europe                            9.1%     8.8%     9.3%      9.3%
   Latin America (5)                      22.3%    22.2%    22.1%     20.4%
   Asia and Pacific                        4.3%     3.8%     3.9%      3.6%
   Total Worldwide                        15.0%    15.1%    15.0%     15.1%

U.S. Retail/Fleet Mix
   % Fleet Sales - Cars                   29.3%    28.6%    28.9%     27.5%
   % Fleet Sales - Trucks                 12.1%    12.9%    14.0%     15.5%
     Total Vehicles                       20.2%    21.3%    21.3%     21.7%

Retail Lease as % of Retail Sales
   Total Smartlease 
   and Smartbuy                           12.5%    19.4%

Days Supply of Inventory 
   at Sept. 30
   United States - Cars                      62       66
   United States - Trucks                    95      101

Capacity Utilization
   U.S. and Canada 
   (2 shift rated)                        83.6%    87.8%    78.1%     90.2%

GMNA Net Price (6)                       (2.1)%   (0.3)%

See footnotes on page 12.


-12-

General Motors Corporation
Operating Statistics

                                          Third Quarter      Year to Date
                                         --------------     --------------
                                          2001     2000     2001     2000
                                          ----     ----     ----     ----

     GMAC's U.S. Cost of Borrowing        5.04%     6.84%

     Current Debt Spreads Over 
          U.S. Treasuries
          2 Year                           205 bp     90 bp
          5 Year                           230 bp    133 bp
          10 Year                          245 bp    177 bp

     Worldwide Employment
          at Sept. 30 (in 000's)
          United States Hourly             126       132
          United States Salary              42        44
                                           ---       ---
               Total United States         168       176
          Canada, Mexico, and Other         33        36
                                           ---       ---
          GMNA                             201       212
          GME                               74        90
          GMLAAM                            24        24
          GMAP                              11        11
          Hughes                            11        18
          GMAC                              29        27
          Other                             13        13
                                           ---       ---
               Total                       363       395
                                           ===       ===

     Worldwide Payrolls ($Bil's)          $4.9       $5.2    $15.0   $16.6

     Footnotes:
     ---------
(1) Adjusted amounts represent the reported amounts less the effects of special 
items. Special items for third quarter 2001 are detailed on page x. Special 
items for year to date 2001 are detailed on page x.

(2) Represents total cash for Automotive, Communications Services, and Other 
Operations which includes cash and marketable securities, as well as $3.0 
billion invested in short-term fixed income securities of the Corporation's 
Voluntary Employees' Beneficiary Association Trust.

(3) Excludes the effects of purchase accounting adjustments related to General 
Motors' acquisition of Hughes in 1985. 

(4) Excludes Hughes Series A Preferred Stock dividends payable to General 
Motors. 

(5) Latin America excludes the Middle East and Africa.

(6) The third quarter 2001 percentage includes a dealer stock adjustment of 
(0.6%) related to the Keep America Rolling sales incentive.  This recognizes 
units in dealer inventory on September 30,2001 but not yet delivered to retail 
customers. 


-13-

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

                                  Three Months Ended        Nine Months Ended
                                     September 30,            September 30,     
                                     2001     2000           2001     2000
                                (dollars in millions except per share amounts)

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Total net sales and revenues     $42,475     $42,690     $131,310     $138,291
Cost of sales and other expenses  34,866      33,678      106,557      108,888
Selling, general, and
 administrative expenses           5,926       5,266       17,171       15,604
Interest expense                   1,968       2,480        6,438        7,066
     Total costs and expenses     42,760      41,424      130,166      131,558
Income (loss) before income taxes
 and minority interests            (285)       1,266        1,144        6,733
Income tax expense                   76          436          588        2,148
Equity income/(loss) and
 minority interests                  (7)         (1)        (210)        (222)
     Net income (loss)             (368)         829          346        4,363
Dividends on preference stocks      (25)        (27)         (76)         (83)
     Earnings attributable
             to common stocks     $(393)        $802         $270       $4,280

Basic earnings (losses) per share
 attributable to common stocks 
Earnings per share attributable
 to $1-2/3 par value             $(0.41)       $1.57        $1.18        $7.51
Earnings per share
 attributable to Class H         $(0.19)     $(0.09)      $(0.43)      $(0.23)

Earnings (losses) per share
 attributable to common 
 stocks assuming dilution 
Earnings per share attributable
 to $1-2/3 par value             $(0.41)       $1.55        $1.16        $7.37
Earnings per share attributable
 to Class H                      $(0.19)     $(0.09)      $(0.43)      $(0.23)

-14-

CONSOLIDATED STATEMENTS OF INCOME - concluded
(Unaudited)


                                  Three Months Ended       Nine Months Ended
                                     September 30,            September 30,     
                                   2001       2000          2001       2000
                                               (dollars in millions)

AUTOMOTIVE, COMMUNICATIONS SERVICES, AND OTHER OPERATIONS

Total net sales and revenues     $36,297     $36,602     $112,192     $120,667
Cost of sales and other expenses  32,861      31,827      100,537      103,408
Selling, general, and
 administrative expenses           4,107       3,765       11,837       11,304
     Total costs and expenses     36,968      35,592      112,374      114,712
Interest expense                     216         210          529          648
Net expense from transactions with
     Financing and Insurance
       Operations                     97         197          315          508
Income (loss) before income
 taxes and minority interests      (984)         603      (1,026)        4,799
Income tax (benefit) expense       (181)         193        (194)        1,433
Equity income/(loss) and
 minority interests                  (1)          13        (150)        (207)
     Net income (loss) -
      Automotive, Communications
     Services, and Other
      Operations                  $(804)        $423       $(982)       $3,159


FINANCING AND INSURANCE OPERATIONS

Total revenues                    $6,178      $6,088      $19,118      $17,624

Interest expense                   1,752       2,270        5,909        6,418
Depreciation and
 amortization expense              1,477       1,474        4,429        4,480
Operating and other expenses       1,774       1,450        5,220        4,147
Provision for financing and
 insurance losses                    573         428        1,705        1,153
     Total costs and expenses      5,576       5,622       17,263       16,198
Net income from transactions
 with Automotive,
 Communications Services,
 and Other Operations                 97         197          315          508
Income before income taxes
 and minority interests              699         663        2,170        1,934
Income tax expense                   257         243          782          715
Equity income/(loss) and
 minority interests                  (6)        (14)         (60)         (15)
     Net income - Financing and
      Insurance Operations          $436        $406       $1,328       $1,204


-15-

CONSOLIDATED BALANCE SHEETS
                                 Sept. 30, 2001      Dec. 31,   Sept. 30, 2000
GENERAL MOTORS CORPORATION          (Unaudited)        2000     (Unaudited) 
 AND SUBSIDIARIES                             
      ASSETS                                   (dollars in millions)

Automotive, Communications Services,
 and Other Operations
Cash and cash equivalents                $7,899       $9,119        $9,351
Marketable securities                       829        1,161         1,176
     Total cash and
            marketable securities         8,728       10,280        10,527
Accounts and notes receivable
 (less allowances)                        6,200        5,835         5,975
Inventories (less allowances)            10,508       10,945        11,300
Equipment on operating leases
 (less accumulated depreciation)          4,974        5,699         5,980
Deferred income taxes and
 other current assets                     8,751        8,388         9,489
     Total current assets                39,161       41,147        43,271
Equity in net assets of
 nonconsolidated associates               4,913        3,497         3,301
Property - net                           34,555       33,977        34,036
Intangible assets - net                   7,675        7,622         8,651
Deferred income taxes                    15,930       14,870        13,202
Other assets                             30,984       32,243        33,015
     Total Automotive, Communications
      Services, and 
         Other Operations assets        133,218      133,356       135,476
Financing and Insurance Operations
Cash and cash equivalents                10,530        1,165           912
Investments in securities                 9,598        9,595         9,309
Finance receivables - net                90,190       92,415        87,534
Investment in leases and
 other receivables                       36,441       36,752        37,551
Other assets                             33,624       27,846        24,864
Net receivable from Automotive,
 Communications
     Services, and Other Operations       1,243        1,971         1,599
     Total Financing and Insurance
          Operations assets             181,626      169,744       161,769
Total assets                           $314,844     $303,100      $297,245

     LIABILITIES AND STOCKHOLDERS' EQUITY
Automotive, Communications Services,
 and Other Operations
Accounts payable (principally trade)    $19,335      $18,309       $18,190
Loans payable                             1,744        2,208         3,321
Accrued expenses                         35,417       33,252        31,997
Net payable to Financing and
 Insurance Operations                     1,243        1,971         1,599
     Total current liabilities           57,739       55,740        55,107
Long-term debt                            9,320        7,410         8,245
Postretirement benefits
 other than pensions                     34,276       34,306        34,376
Pensions                                  3,443        3,480         3,226
Other liabilities and deferred
 income taxes                            14,183       15,768        16,088
     Total Automotive, Communications
       Services, and 
       Other Operations liabilities     118,961      116,704       117,042
Financing and Insurance Operations
Accounts payable                          6,936        7,416         5,316
Debt                                    144,846      135,037       129,325
Other liabilities and deferred
 income taxes                            14,577       12,922        13,238
     Total Financing and Insurance
     Operations liabilities             166,359      155,375       147,879
Minority interests                          700          707           670
General Motors - obligated mandatorily
 redeemable preferred 
  securities of subsidiary
 trusts holding solely junior 
 subordinated debentures of
 General Motors Series G                      -          139           139      
Stockholders' equity 
$1-2/3 par value common stock
 (issued, 554,439,259; 548,181,757;
     and 565,371,465 shares)                924          914           943
Class H common stock
 (issued, 877,032,955; 875,286,559;
 and  874,807,080 shares)                    88           88            87
Capital surplus (principally
 additional paid-in capital)             21,330       21,020        21,818
Retained earnings                         9,565       10,119        10,335
          Subtotal                       31,907       32,141        33,183
Accumulated foreign currency
 translation adjustments                (2,825)      (2,502)       (2,480)
Net unrealized loss on derivatives        (392)            -             -
Net unrealized gains on securities          179          581           933
Minimum pension liability adjustment       (45)         (45)         (121)
   Accumulated other comprehensive loss (3,083)      (1,966)       (1,668)
        Total stockholders' equity       28,824       30,175        31,515
Total liabilities and
 stockholders' equity                  $314,844     $303,100      $297,245

-16-


GENERAL MOTORS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                               Nine Months Ended September 30,  
                                          2001                    2000          
                               Automotive,  Financing   Automotive,  Financing
                               Comm.Serv.         and   Comm.Serv.         and
                                and Other   Insurance    and Other   Insurance
                                              (dollars in millions)
Net cash provided by
 (used in) operating
 activities                         $5,509      $(651)     $9,066       $4,746

Cash flows from investing activities
Expenditures for property           (6,287)       (53)     (6,314)        (335)
Investments in marketable
 securities - acquisitions            (840)   (25,071)     (2,425)     (18,198)
Investments in marketable
 securities - liquidations            1,172    25,205       2,947       17,998
Mortgage servicing rights
- acquisitions                            -      (884)           -        (698)
Mortgage servicing rights
 - liquidations                           -        17           -            -
Finance receivables - acquisitions        -  (166,597)           -    (140,295)
Finance receivables - liquidations        -   103,919           -       88,560
Proceeds from sales of
 finance receivables                      -     63,798           -       43,407
Operating leases - acquisitions     (4,480)   (10,586)     (5,342)     (12,147)
Operating leases - liquidations      4,783      9,239       4,615        7,313
Investments in companies,
 net of cash acquired                 (679)      (446)     (3,911)            -
Net investing activity with
 Financing and
 Insurance Operations                     -          -       (998)            -
Other                                 (146)        110       (558)          356
Net cash used in investing
 activities                         (6,477)     (1,349)   (11,986)     (14,039)

Cash flows from financing activities
Net (decrease) increase in
 loans payable                        (464)    (18,332)      1,255        1,121
Long-term debt - borrowings           4,533      42,791      4,130       19,450
Long-term debt - repayments          (2,673)    (13,817)    (4,213)     (11,482)
Net financing activity with
 Automotive, Communications 
 Services, and Other Operations           -           -          -          998
Repurchases of common and
 preference stocks                    (264)           -      (652)            -
Proceeds from issuing common stocks      91           -      2,778            -
Proceeds from sales of
 treasury stocks                        222           -          -            -
Cash dividends paid to stockholders   (900)           -      (989)            -
Net cash provided by financing
 activities                             545      10,642      2,309       10,087

Effect of exchange rate changes on cash and
     cash equivalents                  (69)         (5)      (365)            3
Net transactions with
 Automotive/Financing Operations      (728)         728        597        (597)
Net (decrease) increase in cash
 and cash equivalents               (1,220)       9,365      (379)          200
Cash and cash equivalents at
 beginning of the period              9,119       1,165      9,730          712
Cash and cash equivalents at
 end of the period                   $7,899     $10,530     $9,351         $912



HUGHES REPORTS THIRD QUARTER 2001 FINANCIAL RESULTS 
HUGHES Revenue Grows by 25%; Strong DIRECTV U.S. Subscriber Growth Beats 
Expectations 

EL SEGUNDO,  Calif. - October 17, 2001  -  Hughes Electronics Corporation, the 
world's leading provider of digital television entertainment, broadband 
services, satellite-based private business networks, and global video and data 
broadcasting, today reported third quarter 2001 revenues increased 24.6% to 
$2,103.3 million, compared with $1,688.5 million in the third quarter of 2000. 
EBITDA(1) for the quarter was $76.5 million. Excluding a one-time charge 
primarily related to severance of $65.3 million, EBITDA for the quarter was 
$141.8 million and EBITDA margin1 was 6.7%. In the third quarter of 2000, EBITDA
was $107.9 million and EBITDA margin was 6.4%. 

'The third quarter was very important for HUGHES because we made key structural 
and management changes across the businesses. As a result, we are now positioned
to generate substantially improved operating results,' said Jack A. Shaw, 
HUGHES' chief executive officer. 'I'm particularly pleased with our third 
quarter financial results because, despite a slowing economy, we grew our 
revenues by about 25%, exceeded DIRECTV U.S. subscriber growth expectations by 
adding 425,000 net new subscribers, and met or exceeded our third quarter 
operational targets in each of our businesses.' 

Shaw continued, 'Our revenue growth was again driven by strong demand for 
DIRECTV(R) services, as well as new satellite transponder sales at PanAmSat and 
increased sales in all of Hughes Network Systems' product lines.' 

Shaw also noted that the $65 million severance charge was related to a 10% 
company-wide workforce reduction in the U.S. that is expected to result in 
savings of over $110 million annually. Excluding this one-time charge, HUGHES' 
EBITDA increased 31%, primarily due to continued operational improvements in 
DIRECTV Latin America, the new satellite transponder sales at PanAmSat and lower
corporate expenses. These improvements were partially offset by losses from the 
new DIRECTV DSL(TM) service (formerly known as Telocity) and increased 
investment in Hughes Network Systems' (HNS) DIRECWAY(TM) broadband business. 

HUGHES had a third quarter 2001 net loss of $227.2 million compared to a net 
loss of $93.8 million in the same period of 2000. The increased loss was 
primarily due to a pre-tax non-cash charge of $212 million resulting from the 
revaluation of HUGHES' SkyPerfecTV! investment, increased depreciation and 
amortization expense in the Direct-To-Home Broadcast segment and at PanAmSat, 
and the lower EBITDA. These declines were partially offset by a pre-tax gain of 
about $108 million that resulted from the sale of 4.1 million shares of Thomson 
Multimedia common stock, and a favorable adjustment to the expected costs 
associated with the shutdown of the DIRECTV Japan business. 

Subsequent to the end of the third quarter, HUGHES reached a settlement with the
Raytheon Company on a purchase price adjustment related to Raytheon's 1997 
merger with Hughes Defense. Under the terms of the agreement, HUGHES will 
reimburse Raytheon $635.5 million of the original $9.5 billion purchase price. 
Of the total payment to Raytheon, $500 million was paid on October 16, 2001 and 
the remaining balance will be paid within six months. There is no impact to 
HUGHES' earnings from this settlement. 

NINE-MONTH FINANCIAL REVIEW

For the first nine months of 2001, revenues increased 14.4% to $5,981.4 million,
compared to $5,228.6 million for the same period in 2000. This increase was 
primarily due to continued subscriber growth at DIRECTV in the United States and
Latin America, partially offset by fewer sales and sales-type leases at 
PanAmSat. 

EBITDA through September 2001 was $271.7 million and EBITDA margin was 4.5%, 
compared to EBITDA of $440.2 million and EBITDA margin of 8.4% in the same 
period of 2000. The decrease in EBITDA and EBITDA margin was primarily 
attributable to the higher outright sales of satellite transponders at PanAmSat 
in the first nine months of 2000, as well as the 2001 one-time severance 
charges, increased investment in DIRECWAY and the losses from the new DIRECTV 
DSL service. These items were partially offset by improved DIRECTV operating 
performance due to the larger subscriber bases in the United States and Latin 
America and lower corporate expenses. 

For the first nine months of 2001, net losses totaled $489.0 million compared to
net losses of $244.8 million in 2000. The change was primarily due to an 
increase in depreciation and amortization expense in the Direct-To-Home 
Broadcast segment and at PanAmSat, as well as the lower EBITDA. These declines 
were partially offset by reduced losses related to HUGHES' Direct-To-Home 
television ventures in Japan, as well as the gain from the sale of Thomson 
Multimedia common stock and improved net interest expense. 

SEGMENT FINANCIAL REVIEW: THIRD QUARTER 2001

Direct-To-Home Broadcast

Third quarter 2001 revenues for the segment increased 21.8% to $1,572.6 million 
from $1,291.5 million in the third quarter of 2000. The segment had negative 
EBITDA of $74.2 million compared with negative EBITDA of $17.7 million in the 
third quarter of 2000. 

United States: DIRECTV reported quarterly revenues of $1,363 million, an 
increase of 18% from last year's third quarter revenues of $1,154 million. The 
increase was primarily due to continued subscriber growth. 

DIRECTV substantially exceeded expectations by adding a record 953,000 gross 
subscribers and, after accounting for churn, 425,000 net subscribers in the 
quarter. In addition, DIRECTV made a one-time downward adjustment of 
approximately 143,000 subscribers. This adjustment corrected errors that 
accumulated over the past 18 months related to subscribers who discontinued 
service prior to June 30, 2001 but were counted as active subscribers in 
DIRECTV's database. As a result, DIRECTV had 10.3 million subscribers as of 
September 30, 2001, representing a 14% increase over the 9.0 million customers 
attained as of September 30, 2000. 

Excluding a $48 million one-time charge primarily related to severance, EBITDA 
for the third quarter of 2001 was $20 million, compared to EBITDA of $36 million
in last year's third quarter. EBITDA declined due to increased marketing 
expenses related to DIRECTV's record number of gross subscriber additions in the
quarter, which more than offset the additional gross profit gained from 
DIRECTV's larger subscriber base. 

DIRECTV DSL: The DIRECTV DSL service was created following HUGHES' April 2001 
acquisition of Telocity. No comparative financial data for DIRECTV DSL is 
provided for the third quarter 2000. 

The DIRECTV DSL service had third quarter 2001 revenues of $9 million and 
negative EBITDA of $33 million. Approximately 5,000 net customers were added to 
the DIRECTV DSL service in the quarter. Subscriber additions in the quarter were
negatively impacted by the bankruptcy of Rhythms NetConnections, formerly a 
wholesale provider of broadband services. As of September 30, 2001, DIRECTV DSL 
had about 73,000 residential broadband customers in the United States compared 
to about 23,000 customers as of September 30, 2000. 

Latin America: DIRECTV Latin America generated $201 million in revenues for the 
quarter compared with $136 million in the third quarter of 2000. This 48% 
increase was primarily due to continued subscriber growth as well as the 
consolidation of the Argentinean and Colombian local operating companies in the 
first half of 2001. 

The DIRECTV service in Latin America added 66,000 net subscribers in the third 
quarter of 2001. The total number of DIRECTV subscribers in Latin America as of 
September 30, 2001 was approximately 1,497,000 compared to about 1,136,000 as of
September 30, 2000, representing an increase of approximately 32%. 

Excluding a $10 million one-time severance charge, DIRECTV Latin America had 
negative EBITDA of $7 million in the quarter, compared to negative EBITDA of $50
million in the same period of 2000. The change was primarily due to the 
increased gross profit generated from the larger subscriber base, the 
consolidation of the Argentinean and Colombian local operating companies, and 
reduced marketing and administrative costs. 

Satellite Services

PanAmSat, which is 81%-owned by HUGHES, generated third quarter 2001 revenues of
$252.9 million compared with $199.3 million in the prior year's period. The 
increase was principally driven by a $46 million sales-type lease of long-term 
capacity on the company's new PAS-10 Indian Ocean region satellite. 

Excluding a $7 million one-time severance charge, EBITDA for the quarter was 
$173 million and EBITDA margin was 68.5%, compared with third quarter 2000 
EBITDA of $135.5 million and EBITDA margin of 68.0%. The increase in EBITDA was 
principally due to the sales-type lease in the quarter. 

As of September 30, 2001, PanAmSat had contracts for satellite services 
representing future payments (backlog) of approximately $5.85 billion compared 
to approximately $5.8 billion at the end of the third quarter of 2000. 

Network Systems

Hughes Network Systems (HNS) generated third quarter 2001 revenues of $339.7 
million versus $284.0 million in the third quarter of 2000. The 19.6% increase 
was driven by increased sales of phones and systems for mobile satellite 
programs, higher sales of enterprise networks and growth in the DIRECWAY 
subscriber base. HNS added approximately 13,000 net DIRECWAY broadband customers
in the quarter, bringing the cumulative total to approximately 87,000 
subscribers in the United States. Additionally, HNS shipped 500,000 DIRECTV 
receiver systems in the third quarter of 2001 compared to 470,000 units in the 
same period last year. 

In the quarter, HNS reported better than expected EBITDA of negative $22.6 
million compared to EBITDA of $16.8 million in the third quarter of 2000. The 
decline in EBITDA is primarily attributable to increased investment in the 
DIRECWAY broadband business and a one-time gain in the third quarter of 2000 
that resulted from successful negotiations with certain narrowband wireless 
customers for receivables previously written-off. 

BALANCE SHEET

From December 31, 2000 to September 30, 2001, the company's consolidated cash 
balance decreased $809.6 million to $698.5 million and total debt increased 
$496.7 million to $1,813.3 million. The major uses of cash were for satellite 
and capital expenditures, as well as for the purchase of Telocity. The $635.5 
million settlement with Raytheon was treated as an increase in accrued 
liabilities and a reduction in stockholder's equity in the quarter. The impact 
of the $500 million payment made on October 16, 2001 will be reflected in 
HUGHES' fourth quarter cash balance. 

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

A live webcast of HUGHES' third quarter 2001 earnings call will be available on 
the company's website at www.hughes.com. The call will begin at 2:00 p.m. ET, 
today. Investors are advised to allow 15 minutes prior to the call to register 
and download any necessary software. Following the completion of the call, the 
webcast will be archived on the Investor Relations portion of the HUGHES 
website. 

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