HUGHES FINANCIAL GUIDANCE
 
 Prior Revised
 Fourth Quarter Full Year Full Year
 2003  2003 2003
 HUGHES
 Revenues $2.75 - 2.8B $9.7 - 9.8B $9.9 - 9.95B
 Operating profit
 before depreciation
 and amortization $250 - 300M $1.25 - 1.35B $1.3B - 1.35B
 Operating profit/
 (loss) $0 - (50)M $125 - 225M $200 - 250M
 Cash Flow(a) N/A $100 - 200M ~$500M
 
 DIRECTV U.S.
 Revenues ~$2.16B ~$7.5B ~$7.6B(c)
 Operating profit
 before depreciation
 and amortization ~$200M ~$1.0B ~$1.0B(c)
 Operating profit ~$60M ~$475M ~$475M(c)
 Net subscriber
 additions(b)  N/A ~900K ~1.05M(c)
 
 DIRECTV Latin America
 Revenues $140 - 160M $550 - 600M $575 - 600M
 Operating loss
 before depreciation
 and amortization $(20) -(40)M $(90) - (110)M No Change
 Operating loss $(90) - (110)M $(310) - (330)M No Change
 
 Hughes Network Systems
 Revenues ~$350M $1.1 - 1.2B ~$1.25B
 Operating profit
 before depreciation
 and amortization $20 - 25M Breakeven No Change
 Operating profit/
 (loss) $5 - 10M $(65) - (75)M $(70) - (75)M
 
 PanAmSat
 Revenues $200 - 215M $800 - 840M $813 - 828M
 New outright sales
 and sales-type leases None None None
 Operating profit
 before depreciation
 and amortization $140 - 150M $580 - 600M $589 - 599M
 Operating profit $55 - 75M $250 - 300M $272 - 292M
 
 (a) Defined as "cash flows from operating activities" plus "cash flows
 from investing activities"
 (b) Excludes subscribers in NRTC territories
 (c) Originally updated on September 29, 2003
 
 
  NON-GAAP FINANCIAL RECONCILIATION SCHEDULE*
 
 Third Third Fourth Prior Revised
 Quarter Quarter Quarter Full Full
 2003 2002 2003 Year 2003 Year 2003
 Actual Actual Guidance Guidance Guidance
 HUGHES
 Operating
 profit/(loss) $77M $16M $0 - $125 - $200 -
 (50)M 225M  250M
 Plus: depreciation
 & amortization
 (D&A) $282M $254M ~$300M ~$1.125B ~$1.1B
 Operating profit
 before
 depreciation and
 amortization $359M $270M $250 - $1.25 - $1.3B -
 300M 1.35B 1.35B
 DIRECTV U.S.
 Operating
 profit $112M $102M ~$60M ~$475M No Change
 Plus: D&A $123M $102M ~$140M ~$525M No Change
 Operating
 profit
 before D&A $235M $205M+ ~$200M ~$1.00B No Change
 
 DIRECTV Latin
 America
 Operating loss $(74)M $(84)M $(90) - $(310) - No Change
 (110)M (330)M
 Plus: D&A $57M $55M ~$70M ~$220M No Change
 Operating loss
 before D&A $(17)M $(29)M $(20) - $(90) - No Change
 (40)M (110)M
 Hughes Network Systems
 Operating profit/
 (loss) $(10)M $(43)M $5 - $(65) - $(70) -
 10M (75)M (75)M
 
 Plus: D&A $19M $20M ~$15M $65 - $70 -
 75M 75M
 Operating profit
 (loss) before
 D&A $9M $(23)M $20 - 25M ~$0 ~$0
 
 PanAmSat
 Operating profit $67M $66M $55 - $250 - $272 -
 75M 300M 292M
 Plus: D&A $85M $79M $75 - $300 - $307 -
 85M 330M 317M
 Operating profit
 before D&A $152M $145M $140 - $580 - $589 -
 150M 600M 599M
 
 
 Nine months ended Nine months ended
  September 30, September 30,
 2003 2002
 Actual Actual
 HUGHES
 Operating profit/(loss) $258M $(170)M
 Plus: Depreciation & Amortization (D&A) $810M $756M
 Operating profit before depreciation
 and amortization $1.07B $586M
 
 * Additional DIRECTV U.S. non-GAAP financial reconciliation is included
 with the DIRECTV U.S. stand-alone financial statements included in this
 earnings release.
 
 + Does not add due to rounding.
 
 
 HUGHES ELECTRONICS CORPORATION
 CONSOLIDATED STATEMENTS OF OPERATIONS AND
 AVAILABLE SEPARATE CONSOLIDATED NET INCOME (LOSS)
 (Dollars in Millions)
 (Unaudited)
 
 Three Months Nine Months
 Ended September 30, Ended September 30,
 2003 2002 2003 2002
 Revenues
 Direct broadcast, leasing
 and other services $2,311.8 $1,952.8 $6,579.7 $5,784.0
 Product sales  258.4 241.9 588.5 627.8
 Total Revenues 2,570.2 2,194.7 7,168.2 6,411.8
 
 Operating Costs and Expenses,
 Exclusive of Depreciation and
 Amortization Expenses Shown
 Separately Below
 Broadcast programming
 and other costs 1,186.9 965.1 3,323.9 2,950.9
 Cost of products sold 234.7 209.5 547.5 567.2
 Selling, general and
 administrative expenses 789.8 750.3 2,228.3 2,307.8
 Depreciation and
 amortization 282.3 253.8 810.1 756.3
 Total Operating Costs
 and Expenses 2,493.7 2,178.7 6,909.8 6,582.2
 
 Operating Profit (Loss) 76.5  16.0 258.4 (170.4)
 
 Interest income 10.6 5.4 32.5 17.1
 Interest expense (76.3) (76.1) (241.0) (273.8)
 Reorganization expense (8.2) -- (19.2)  --
 Other, net 0.6 78.7 (38.0) 46.0
 
 Income (Loss) From
 Continuing Operations
 Before Income Taxes,
 Minority Interests
 and Cumulative Effect
 of Accounting Changes 3.2  24.0 (7.3) (381.1)
 
 Income tax benefit (expense) 44.3 (9.2) 48.0 144.8
 Minority interests in
 net earnings of
 subsidiaries (6.0) (4.1) (20.8) (14.3)
 
 Income (loss) from
 continuing operations
 before cumulative
 effect of accounting
 changes 41.5 10.7 19.9 (250.6)
 Income (loss) from
 discontinued
 operations, net of taxes 0.1 (24.3)  (7.6) (74.5)
 
 Income (loss) before
 cumulative effect of
 accounting changes 41.6 (13.6) 12.3 (325.1)
 Cumulative effect of
 accounting changes,
 net of taxes (64.6) --  (64.6) (681.3)
 
 Net Loss (23.0) (13.6) (52.3) (1,006.4)
 
 Preferred stock dividends -- -- -- (46.9)
 
 Loss Used for Computation
 of Available Separate
 Consolidated Net
 Income (Loss) $(23.0) $(13.6) $(52.3) $(1,053.3)
 
 Available Separate
 Consolidated Net Income
 (Loss)
 Average number of shares
 of General Motors Class H
 Common Stock outstanding
 (in millions) (Numerator) 1,108.4 958.1 1,068.7 906.6
 Average Class H dividend
 base (in millions)
 (Denominator) 1,382.8 1,381.7 1,382.2 1,330.2
 Available Separate
 Consolidated Net Income
 (Loss)  $(18.4) $(9.4) $(40.4) $(717.9)
 
 
 HUGHES ELECTRONICS CORPORATION
 CONSOLIDATED BALANCE SHEETS
 (Dollars in Millions)
 September 30, December 31,
  2003 2002
 ASSETS (Unaudited)
 Current Assets
 Cash and cash equivalents $2,627.9 $1,128.6
 Accounts and notes receivable,
 net of allowances of $122.9 and $102.4 835.6 1,133.9
 Contracts in process 127.4 165.9
 Inventories 292.5 230.3
 Deferred income taxes 6.0  97.7
 Prepaid expenses and other 954.6 900.0
 
 Total Current Assets 4,844.0 3,656.4
 Satellites, net 4,715.2 4,922.6
 Property, net  2,018.6 2,017.4
 Goodwill, net 5,779.4 5,775.2
 Intangible Assets, net 594.0 644.7
 Net Investment in Sales-type Leases 120.9  161.9
 Investments and Other Assets 859.8 706.9
 
 Total Assets $18,931.9 $17,885.1
 
 LIABILITIES AND STOCKHOLDER'S EQUITY
 Current Liabilities
 Accounts payable  $1,040.3 $1,039.0
 Deferred revenues 241.1 166.4
 Short-term borrowings and current
 portion of long-term debt 96.1 727.8
 Accrued liabilities and other 948.0 1,269.9
 
 Total Current Liabilities 2,325.5 3,203.1
 Long-Term Debt 4,601.7 2,390.0
 Other Liabilities and Deferred Credits 1,011.0 1,178.4
 Deferred Income Taxes 424.2 581.2
 Commitments and Contingencies
 Minority Interests 583.9 555.3
 Stockholder's Equity 9,985.6 9,977.1
 
 Total Liabilities and
 Stockholder's Equity $18,931.9 $17,885.1
 
 
 HUGHES ELECTRONICS CORPORATION
 SELECTED SEGMENT DATA
 (Dollars in Millions)
 (Unaudited)
  Three Months Nine Months
 Ended September 30, Ended September 30,
 2003 2002 2003 2002
 DIRECT-TO-HOME BROADCAST
 Total Revenues  $2,087.2 $1,761.5 $5,878.2 $5,168.2
 Operating Profit Before
 Depreciation and
 Amortization (1) 221.8 177.1 732.5 216.7
 Operating Profit Before
 Depreciation and
 Amortization Margin (1)  10.6% 10.1% 12.5% 4.2%
 Operating Profit (Loss) $42.1 $20.8 $210.3 $(228.4)
 Operating Profit Margin 2.0% 1.2% 3.6% N/A
 Depreciation and
 Amortization $179.7  $156.3 $522.2 $445.1
 Capital Expenditures 79.6 89.2 218.4 353.8
 
 SATELLITE SERVICES
 Total Revenues $210.1 $199.1 $613.4 $615.5
 Operating Profit Before
 Depreciation and
 Amortization (1) 151.5 145.4 449.4 447.2
 Operating Profit Before
 Depreciation and
 Amortization Margin (1) 72.1% 73.0% 73.3% 72.7%
 Operating Profit $66.5 $66.4 $217.2 $184.5
 Operating Profit Margin 31.7% 33.4% 35.4% 30.0%
 Depreciation and
 Amortization $85.0 $79.0 $232.2 $262.7
 Capital Expenditures 32.4 76.5  87.2 260.0
 
 NETWORK SYSTEMS
 Total Revenues $352.7 $300.2 $899.7 $797.4
 Operating Profit (Loss)
 Before Depreciation
 and Amortization (1) 8.6 (22.9) (22.8) (80.4)
 Operating Profit Before
 Depreciation and
 Amortization Margin (1) 2.4% N/A N/A N/A
 Operating Loss $(10.1) $(42.9) $(79.7) $(135.0)
 Depreciation and
 Amortization 18.7 20.0 56.9 54.6
 Capital Expenditures (18.3) 99.3 91.1 315.4
 
 ELIMINATIONS and OTHER
 Total Revenues $(79.8) $(66.1) $(223.1) $(169.3)
 Operating Profit (Loss)
 Before Depreciation and
 Amortization (1) (23.1) (29.8) (90.6) 2.4
 Operating Profit (Loss) (22.0) (28.3) (89.4) 8.5
 Depreciation and
 Amortization (1.1) (1.5) (1.2) (6.1)
 Capital Expenditures 25.8 22.6 82.2 54.7
 
 TOTAL
 Total Revenues $2,570.2 $2,194.7 $7,168.2 $6,411.8
 Operating Profit Before
 Depreciation and
 Amortization (1)  358.8 269.8 1,068.5 585.9
 Operating Profit Before
 Depreciation and
 Amortization Margin (1) 14.0% 12.3% 14.9% 9.1%
 Operating Profit (Loss) $76.5 $16.0 $258.4 $(170.4)
 Operating Profit Margin 3.0% 0.7% 3.6% N/A
 Depreciation and
 Amortization $282.3 $253.8 $810.1 $756.3
 Capital Expenditures 119.5 287.6 478.9 983.9
 
 (1) See footnote 1.
 
 
 The Following Reflect DIRECTV U.S.' Financial Statements and Other Data as a
 Stand Alone Entity
 
 DIRECTV HOLDINGS LLC
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Dollars in Millions)
 (Unaudited)
 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2003 2002 2003 2002
 
 Revenues  $1,932.2 $1,616.4 $5,440.5 $4,631.8
 
 Operating Costs and
 Expenses, exclusive
 of depreciation and
 amortization expense
 shown separately below
 Programming and other costs 770.1 651.0 2,168.5 1,878.4
  Subscriber service expenses 159.3 147.0 466.5 444.7
 Subscriber acquisition costs:
 Third party customer
 acquisitions 366.4 332.4 985.6 1,014.9
 Direct customer
 acquisitions  111.9 45.9 249.1 111.7
 Retention, upgrade and
 other marketing costs 143.3 92.2 325.8 286.2
 Broadcast operations
 expenses 26.8 32.9 98.9 93.1
 General and administrative
 expenses 119.6 110.5 356.1 348.0
 Depreciation and amortization
 expense 122.6 102.1 371.1 283.2
 Total Operating Costs and
  Expenses 1,820.0 1,514.0 5,021.6 4,460.2
 Operating Profit 112.2 102.4 418.9 171.6
 Interest expense, net (54.6) (19.2) (141.1) (74.0)
 Other income (loss), net  -- 159.7 (4.0) 159.4
 Income Before Income Taxes 57.6 242.9 273.8 257.0
 Income tax expense (21.6) (91.4) (102.7) (96.7)
 Net Income $36.0 $151.5 $171.1 $160.3
 
 
 DIRECTV HOLDINGS LLC
 CONSOLIDATED BALANCE SHEETS
 (Dollars in Millions)
 (Unaudited)
 
 September 30, December 31,
 2003  2002
 ASSETS
 Current Assets
 Cash and cash equivalents $380.2 $14.1
 Accounts receivable, net of
 allowances of $51.2 and $54.3 450.9 506.7
 Inventories, net 129.0 62.6
 Prepaid expenses and other 554.3 545.8
 Total Current Assets 1,514.4 1,129.2
 Satellites, net  981.5 1,011.3
 Property, net 728.7 838.6
 Goodwill, net 2,891.1 2,888.5
 Intangible Assets, net 568.2 623.7
 Other Assets 118.3 87.3
 Total Assets $6,802.2 $6,578.6
 
 LIABILITIES AND OWNER'S EQUITY
 Current Liabilities
 Accounts payable and accrued
  liabilities $1,223.0 $1,139.2
 Unearned subscriber revenue and
 deferred credits 214.9 156.6
 Current portion of long-term debt 12.2 --
  Total Current Liabilities 1,450.1 1,295.8
 Long-Term Debt 2,612.8 --
 Other Liabilities and Deferred Credits 354.3 477.6
 Deferred Income Taxes  244.0 246.7
 Commitments and Contingencies
 Owner's Equity
 Capital stock and additional
 paid-in capital 2,793.6 5,385.1
 Accumulated deficit (652.6)  (823.7)
 Subtotal Owner's Equity 2,141.0 4,561.4
 Accumulated Other Comprehensive Loss
 Accumulated unrealized losses on
 securities -- (2.9)
 Total Owner's Equity 2,141.0 4,558.5
 Total Liabilities and
 Owner's Equity $6,802.2 $6,578.6
 
 
 DIRECTV HOLDINGS LLC
 Non-GAAP Financial Reconciliation and Other Data
 (Dollars in Millions)
 (Unaudited)
 
 Pre-Marketing Margin Reconciliation to Operating Profit
 For the Three For the Nine
 Months Ended Months Ended Guidance
  September 30, September 30, Full Year
 2003 2002 2003 2002 2003
 Operating
 Profit $112.2 $102.4 $418.9 $171.6 ~$475
 Add back:
 Subscriber
 acquisition
 costs:
 Third party
 customer
 acquisitions 366.4 332.4 985.6 1,014.9 **
 Direct customer
 acquisitions 111.9 45.9 249.1 111.7 **
 Retention,
 upgrade and
 other marketing
 costs 143.3 92.2 325.8 286.2 **
 Depreciation
 and amortization
 expense 122.6 102.1 371.1 283.2 ~525
 Subtotal 744.2 572.6 1,931.6 1,696.0 ~2,715
 
 Pre-marketing
 margin* $856.4 $675.0 $2,350.5 $1,867.6 ~$3,190
 Pre-marketing
 margin as a
 percentage of
 revenue* 44.3% 41.8% 43.2% 40.3% ~42%
 
 
 Other Data
 For the Three For the Nine
 Months Ended Months Ended
  September 30, September 30,
 2003 2002 2003 2002
 Average monthly
 revenue per
 subscriber (ARPU) $63.70 $59.20 $61.20 $58.10
 Average monthly
 churn-%: 1.6% 1.7% 1.5% 1.7%
 Average subscriber
 acquisition costs
 (SAC) $590 $555 $575 $535
 Total number of
 subscribers-platform
 (000's) 11,852 10,921 11,852 10,921
 Total owned and
 operated subscribers
 (000's) 10,275 9,201 10,275 9,201
 
 (*) Pre-Marketing Margin, which is a financial measure that is not
 determined in accordance with accounting principles generally
 accepted in the United States of America, or GAAP, is calculated by
 adding amounts under the captions "Subscriber acquisition costs",
 "Retention, upgrade and other marketing costs" and "Depreciation and
 amortization expense" to "Operating Profit." This financial measure
 should be used in conjunction with other GAAP financial measures and
 is not presented as an alternative measure of operating results, as
 determined in accordance with GAAP. Hughes and DIRECTV U.S.
 management use Pre-Marketing Margin to evaluate the profitability of
 DIRECTV U.S.'s current subscriber base for the purpose of allocating
  resources to discretionary activities such as, adding new
 subscribers, retaining and upgrading existing subscribers and for
 capital expenditures. To compensate for the exclusion of "Subscriber
 acquisition costs" and "Retention, upgrade and other marketing
 costs," management also uses operating profit and operating profit
 before depreciation and amortization expense to measure
 profitability.
 
 Hughes and DIRECTV U.S. believe this measure is useful to investors,
 along with other GAAP measures (such as revenues, operating profit
 and net income), to compare DIRECTV U.S.'s operating performance to
 other communications, entertainment and media companies. Hughes and
 DIRECTV U.S. believe that investors also use current and projected
 Pre-Marketing Margin to determine the ability of DIRECTV U.S.'s
 current and projected subscriber base to fund discretionary spending
 and to determine the financial returns for subscriber additions.
 
 (**) No individual guidance provided.