Filed by General Motors Corporation
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934

Subject Companies: Hughes Electronics Corporation
General Motors Corporation
Commission File No. 333-105851
Commission File No. 333-105853

THE OPERATOR

Good day, and welcome to today?s HUGHES Electronics Corp. 2003 second quarter earnings announcement. Today?s conference is being recorded. (CALLER INSTRUCTIONS). At this time for opening remarks and introductions, I would like to turn the call over to the Vice President of Investor Relations, Mr. Jon Rubin. Please go ahead, sir.

MR. JON RUBIN

Thank you, operator, and thank you, everyone for joining us for our second quarter 2003 earnings conference call. With me today on the call are Jack Shaw, our President and CEO, Eddy Hartenstein, Chairman and CEO of DIRECTV; Roxanne Austin, President and COO of DIRECTV US; Mike Gaines, our CFO; Larry Chapman, President and COO of DIRECTV Latin America; Pradman Kaul, Chairman and CEO of HUGHES Network Systems; Larry Hunter, HUGHES? General Counsel; and the CFOs from our major businesses. In a moment, I will turn the call over to Jack for some brief introductory remarks, followed by a Q&A session, but first, I am obligated to read you the following. On June 5, 2003, GM/HUGHES and News Corp. filed preliminary materials with the SEC in connection with the proposed transaction. These materials are not yet final and will be amended. Because they will contain important information, stockholders are urged to read the definitive versions of these materials as well as any other relevant documents filed or that will be filed with the SEC. The preliminary materials, the definitive versions of these materials when they become available, and any other documents filed by GM/HUGHES or News with the SEC may be obtained free of charge at the SEC?s Web site, www.SEC.gov. GM stockholders will also receive information at an appropriate time on how to obtain transaction-related documents for free from GM. In addition, information regarding those persons who may be deemed to be participants in the solicitation of GM?s stockholders has been filed by GM and HUGHES with the SEC. This call does not constitute an offer to sell or solicitation of an offer to buy any securities in connection with the proposed transactions, which will only be made by means of an appropriate prospectus.

On this call, we make statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including those described in the public filings of GM/HUGHES and News with the SEC. That could cause actual results to be materially different from those in the forward-looking statements.

Moving on as a point of clarification, based upon recent SEC guidance and to improve the clarity of our earnings releases, we will no longer use the acronym previously referred to as EBITDA. Instead, we will now use the phrase, operating profit before depreciation and amortization. This is a change in name only, and we have not changed the way we calculate current or prior results for this financial measure. Additionally, in accordance with the SEC?s Regulation G, that requires companies reporting non-GAAP financial metrics to reconcile these metrics to the most directly comparable GAAP metric, we are now providing a reconciliation scheduled for the non-GAAP metrics. For example, these schedules reconcile operating profit before depreciation and amortization for each business unit to operating profit, and in the case of DIRECTV U.S., we also reconcile pre-marketing margin to operating profit. These reconciliation schedules are also posted on our Web site at www.HUGHES.com.

With that, I am pleased to introduce Jack. Jack?

MR. JACK SHAW

Thanks, Jon. I?m going to keep my comments rather brief because I believe that for the most part, the numbers we reported today speak for themselves. It is very clear to me that as a company, HUGHES is building good operating momentum. One way I judge as to operating momentum is to assess the progress we?re making quarter by quarter. For example, last quarter DIRECTV set an all-time record for operating profit before depreciation and amortization. And this quarter, DIRECTV elevated their performance to an even higher level by generating 325 million of operating profit before depreciation and amortization, a 40 percent increase over the first quarter.

Another example of our progress is evident in the HUGHES level, where last quarter, we reported operating profit for the first time in four years. And this quarter, we improved on this milestone by producing net income for the first time in four years, if you exclude onetime gains related to the sale of businesses.

Moreover, HUGHES generated over 200 million in cash flow during the second quarter, and has now provided cash flow for two consecutive quarters. And as has been the case in past quarters, these results have

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been largely driven by the achievements at DIRECTV in the United States. As Roxanne will explain in more detail in a moment, DIRECTV continued to bring in high-quality subscribers at a good clip, while exceeding its projections for revenue and operating profit before depreciation and amortization. As a result of the strong second quarter results, DIRECTV is increasing full-year guidance for net subscriber additions, revenue, operating profit before depreciation and amortization and cash flow. HUGHES Network Systems, or HNS, contributed well by exceeding this guidance for both revenue and operating profit, before depreciation and amortization. In doing so, HNS shipped 750,000 DIRECTV set-top boxes during the quarter, representing an increase of 46 percent over the same period last year, and also showed steady progress towards its goal of reaching cash flow breakeven later this year, in its consumer DIRECWAY business.

PanAmSat also reported solid results by posting operating profit before depreciation and amortization of 149 million, on 204 million of revenues, representing a margin of 73.4 percent compared to 72 percent last year. Hopefully, many of you were able to listen to their earnings call yesterday.

And at DIRECTV Latin America?s performance was about as good as we could have expected, given the continued economic difficulties in several of the region?s larger markets and the ongoing Chapter 11 proceedings. The restructuring process is moving forward. DIRECTV Latin America has significantly reduced its cash expenditures, as a result of the Bankruptcy Court?s approval to reject several large programming contracts.

I also think it?s important to note that we have eliminated the uncertainty and overhang from our dispute with Boeing. As most of you now are probably aware yesterday, we announced that we have reached a settlement with Boeing to resolve our disputes over the purchase price adjustment related to the sale of HUGHES satellite manufacturing businesses dating back to 2000. Mike Gaines will provide more detail on this matter in a moment, but, suffice it to say we?re pleased to have this uncertainty behind us. As we set our sights on the second half of the year, my highest priority will be to continue to demand operational excellence from all of our businesses.

And regarding the transaction with News Corp., allow me to provide a quick update on the key milestones achieved during this past quarter. To begin with, GM made initial filings with the IRS for confirmation of the tax-free status of the transaction, for U.S. federal income tax purposes, as described in the S-4. We also filed the notifications required by the Hart-Scott-Rodino Act with the DOJ. In June, we received the anticipated request for additional information from the DOJ, and we are in the process of preparing our response.

In addition, we filed for FCC approval, and we submitted our response to the public comments on July 1st. Just last week, the FCC asked for more information, and we are currently in the process of responding to this request, and expect to meet the FCC?s August 6th deadline.

And finally, we submitted our initial filing with the SEC on Form S-4. We hope to have the S-4 declared effective in August, which would allow GM to then solicit the shareholder votes soon thereafter. All in all, I would say the process is proceeding smoothly, and based upon our assessment of the review process to date, we continue to be optimistic that we can complete the transaction by year-end.

So in closing, not only was this a successful quarter from an operational perspective, but we also made good progress on non-operational issues as well. I believe that each of our businesses is taking all of the necessary steps to ensure that HUGHES? true value is realized, and you can expect to see this trend continue in the second half of 2003. HUGHES is a company on the move. All financial trends are positive, and I believe this is an enterprise with tremendous potential.

With that, I will turn it over to Mike Gaines. Mike?
 

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