Overview and News Releases

On December 22, 2003, General Motors completed the split-off of Hughes Electronics Corporation and the sale of GM's 19.8 percent economic interest in Hughes to The News Corporation Ltd. News then acquired from the former GM Class H shareholders an additional 14.2 percent of the outstanding shares of Hughes in exchange for News preferred American Depositary Shares (ADSs). The 34 percent interest in Hughes initially held by News was then transferred to its affiliate, Fox Entertainment Group, Inc. (NYSE: FOX). Hughes became an independent, publicly traded company (NYSE: HS). Hughes changed its name effective March 16, 2004, and its stock ticker symbol effective March 17, 2004, to "The DIRECTV Group, Inc.," (NYSE: DTV).

For GM, the transactions have provided about $4.2 billion in cash to improve GM’s overall liquidity and further strengthen its balance sheet.

In January 2004, GM mailed its former GM Class H stockholders instructions regarding the exchanges in which they received shares of Hughes and News preferred ADSs (NYSE: NWS.A).

The following news releases provide additional information:

Date	News Release
12/22/2003	GM, Hughes And News Corporation Complete Hughes Transactions
12/19/2003	GM, Hughes And News Corp. Receive FCC, DOJ Clearances For Hughes Transactions

U.S. Federal Income Tax Basis

Click here to view the 2003 U.S. Federal Income Tax Basis information.

Overview and News Releases

On February 1, the GM Board of Directors approved a restructuring of GM's economic interest in Hughes Electronics, which included an offer to its current shareholders to repurchase GM $1-2/3 stock in exchange for approximately $8 billion of Class H stock and contributions of approximately $7 billion of Class H stock to GM benefit plans. In March, the Board authorized an increase in the amount of the share exchange to $9 billion to offset new stock issuances being used to finance the acquisition of a 20% stake in Fiat Auto.

The following provides additional information on this announcement:

Date	News Release
06/13/2000	GM Announces $5.6 Billion Contribution To Employee-Benefit Plans
05/26/2000	GM Announces Final Results of Successful Exchange Offer
05/23/2000	GM Announces Revision of Preliminary Results
04/20/2000	GM Announces Exchange Ratio for Repurchase of GM $1-2/3 Common Stock
02/22/2000	GM Files Preliminary Registration Statement CoveringCovering Planned Exchange Offer
02/01/2000	GM Will Offer To Repurchase GM $1-2/3 Stock in Exchange for $8 Billion of Class H Stock and make $7 Billion in Class H Stock Contributions to Benefit Plans

GM urges holders of GM $1-2/3 common stock to read the final prospectus regarding the exchange offer, as well as the other documents which GM has filed or will file with the SEC, because they contain or will contain important information. You may obtain a free copy of the final prospectus and other documents filed by GM at the SEC's Web site at www.sec.gov or here at GM's Web site.

U.S. Federal Income Tax Basis

Click here to view the U.S. Federal Income Tax Basis information.

Overview and News Releases

GM announced on April 12, 1999 the GM Board of Directors' approval of a tax-free spin-off of Delphi Automotive Systems that will result in Delphi becoming a fully independent company on May 28, 1999. The following information was released subsequent to this announcement.

GENERAL MOTORS TO COMPLETE ITS SEPARATION OF DELPHI AUTOMOTIVE SYSTEMS IN A TAX-FREE SPIN-OFF

For Release: Monday, April 12, 1999 4:00 p.m. EDT

DETROIT and TROY, Mich. — General Motors Corporation (NYSE: GM) and Delphi Automotive Systems Corporation (NYSE: DPH) jointly announced today that the GM Board of Directors has approved the complete separation of Delphi from GM by means of a tax-free spin-off. As a result of the board's action, 80.1 percent of the ownership of Delphi, 452.6 million shares of Delphi common stock now owned by GM, will be distributed to owners of GM $1-2/3 par value common stock.

In addition, the GM Board has indicated that it intends to maintain the current $0.50 quarterly dividend on GM $1-2/3 common stock subsequent to the separation of Delphi from GM. "By maintaining our current dividend — even though Delphi's earnings will no longer contribute to GM's earnings — GM will effectively be increasing the dividend yield and payout ratio to GM shareholders," said GM Chairman and Chief Executive Officer John F. Smith, Jr. "This reflects the confidence that GM's board and management have in the series of strategic initiatives that GM has undertaken, and our future earnings capacity."

The spin-off will result in Delphi becoming a fully independent company on May 28, 1999. One hundred million shares of Delphi common stock were sold by Delphi in an initial public offering completed in February 1999.

"Delphi's complete separation from GM through the spin-off provides Delphi the opportunity to achieve the full benefits of an independent company," said J.T. Battenberg III, chairman, chief executive officer and president of Delphi.

"We believe that we will have greater opportunities as a fully independent company to leverage our technical expertise in a broad range of product lines, our strong systems integration skills, our expansive global presence and our significant scale advantages," Battenberg said.

GM and Delphi will have a significant ongoing customer-supplier relationship following the spin-off. Prior to Delphi's initial public offering in February 1999, the two companies entered into an agreement that is intended to provide Delphi with a substantial base of business with GM well into the next decade.

"While General Motors will continue to be an important and, we hope, growing customer following the spin-off, Delphi's full independence will substantially help us expand our revenue base through sales to major automotive vehicle manufacturers other than GM," Battenberg said.

GM Chairman and Chief Executive Officer, John F. Smith, Jr. said, "We believe that both companies will become stronger and more competitive in our respective businesses through focused growth, thus allowing us to better meet the needs of our customers, shareholders and employees.

"We have assured the leadership of the United Auto Workers (UAW), the International Union of Electrical Workers (IUE), and our other unions that we are prepared to promptly enter into agreements to protect the interests of Delphi employees affected by the spin-off," Smith said.

"Pension plans will be fully funded, and health-care, and other benefits of Delphi's current employees will be continued," Battenberg said. "We intend to maintain a high-level dialogue with the leadership of the UAW, the IUE and our other unions, and hope to forge long-lasting and constructive relationships."

Today's decision by the board was required to implement the full separation of Delphi from GM, and fulfills the objectives announced Aug. 3, 1998, when GM and Delphi jointly outlined plans for Delphi's independence.

Related to these actions, and if GM receives a favorable supplemental ruling from the Internal Revenue Service (IRS) prior to May 14, 1999, GM will contribute 12.4 million Delphi shares, or 2.2 percent of the ownership of Delphi, to a Voluntary Employee Beneficiary Association (VEBA) trust which can be used to fund benefits for hourly retirees. If such a ruling is not received, the additional 2.2 percent of Delphi shares held by GM will also be distributed to GM stockholders, in which case the same record date and payment date will be used.

GM had previously said that the separation of Delphi would be completed by means of a split-off, a spin-off or some combination of both transactions. "After carefully reviewing these possible transaction structures, we have determined that a spin-off is the most appropriate action," Smith said.

To effect the spin-off, the GM board has declared a dividend on GM $1-2/3 common stock consisting of 452.6 million shares of Delphi common stock owned by GM. This dividend will be paid as of the opening of business on May 28, 1999 (9:00 a.m. EDT), to holders of record of GM $1-2/3 stock as of the close of business on May 25, 1999. Delphi shares are issued under the direct registration system, where stockholders receive account statements rather than stock certificates, although an individual stockholder has the right to request and obtain physical certificates. The New York Stock Exchange has advised GM that the ex-dividend date for GM $1 2/3 common stock also will be May 28. Based on the number of shares of GM $1-2/3 stock currently outstanding, this dividend would be approximately 0.7 of a share of Delphi stock for each share of GM $1-2/3 stock.

Earlier this year, GM received a ruling from the Internal Revenue Service to the effect that the distribution by GM of its shares of Delphi stock will be tax-free to General Motors and to GM $1-2/3 stockholders for U.S. federal-income-tax purposes. Notwithstanding the "tax-free" ruling from the IRS, the receipt of cash in lieu of fractional shares, which for each stockholder will be no more than a fraction of the price of one share of Delphi stock, will be taxable for U.S. federal-income-tax purposes.

Based on the current market price of Delphi stock, the indicated value of the dividend would be approximately $7.8 billion in the aggregate, or approximately $12 per share of GM $1-2/3 stock. GM $1-2/3 stockholders will receive cash instead of any fractional shares of Delphi stock that would otherwise be allocated to them in the stock dividend.

Subject to its financial results and action by its board of directors, Delphi has announced that it currently intends to pay quarterly dividends at an initial rate of $0.07 per share, commencing with the first declaration in June 1999 for payment in July 1999.

The GM board's approval today of the Delphi spin-off completes a series of actions designed to allow Delphi to pursue more strategic growth and competitive initiatives on a stand-alone basis.

In 1991, GM established Delphi (then called Automotive Components Group Worldwide) as a separate business sector within GM, with the objective of improving its competitiveness and increasing its business through penetration of new markets. In 1995, GM renamed the business sector "Delphi Automotive Systems" in order to establish its separate identity in the automotive parts industry. GM began publicly disclosing separate financial data for Delphi in March of 1997. In late 1997, in connection with GM's spin-off of its defense electronics business, GM transferred Delco Electronics to Delphi in order to integrate more closely Delco's expertise in electronics with Delphi's capabilities in automotive components and systems.

In late 1998, Delphi was incorporated in Delaware and, effective Jan. 1, 1999, GM contributed to Delphi the assets and liabilities Delphi now carries on its automotive components and systems business.

Delphi, based in Troy, Mich., is the world's largest and most diversified supplier of automotive components, systems and modules. In 1998, Delphi reported annual revenues of approximately $28.5 billion and a net loss of approximately $93 million. Delphi's net income totaled $820 million, when adjusted to exclude the unfavorable impact of special items and work stoppages.

Delphi became a leader in the global automotive parts industry by capitalizing on the extensive experience it has gained as the principal supplier of automotive parts to GM. Delphi has an expansive global presence, with a network of 168 wholly owned and leased manufacturing sites, 27 technicalcenters, 51 customer service centers and sales activity offices, and 40 joint ventures or other strategic alliances in 36 countries. Delphi employs approximately 198,000 people globally and has regional headquarters located in Paris, Tokyo, and Sao Paulo.

General Motors, based in Detroit, is the world's largest manufacturer of automotive vehicles and sells its products in 160 countries worldwide. GM also has telecommunications, financing and insurance operations and, to a lesser extent, engages in other industries. GM participates in the telecommunications industry through its Hughes Electronics subsidiary, which designs, manufactures and markets advanced technology electronic systems, products and services for the telecommunications and space industry.

GM's other industrial operations include the design, manufacture and marketing of locomotives and heavy-duty transmissions. GM's financing and insurance operations primarily relate to General Motors Acceptance Corporation, which provides a broad range of financial services, including consumer vehicle financing, full service leasing, mortgage services and vehicle and homeowner's insurance.

Immediately prior to the spin-off, GM will employ approximately 590,000 people globally, including those employed at Delphi. In 1998, GM reported revenues of approximately $161 billion and net income of approximately $3.0 billion. GM would have had 1998 revenues of approximately $155 billion if Delphi had been a fully independent company throughout that year.

In this news release, use of the words expects, intends, believes, plans and similar words are associated with forward-looking statements that are inherently subject to numerous risks and uncertainties. Accordingly, there can be no assurance that the results described in such forward-looking statements will be realized. The principal risk factors that may cause actual results to differ materially from those expressed in forward-looking statements contained in this news release are described in various documents filed by GM and Delphi with the U.S. Securities and Exchange Commission, including GM's Annual Report on Form 10-K for the year ended Dec. 31, 1998, (at page II-22); Delphi's Annual Report on Form 10-K for the year ended Dec. 31, 1998, (at page 54).

U.S. Federal Income Tax Basis

Click here to view the U.S. Federal Income Tax Basis information.

Overview and News Releases

The Hughes Transactions were consummated by General Motors Corporation and Hughes Electronics Corporation on December 17, 1997. The following information was released shortly after the consummation of the Hughes Transactions.

GM COMPLETES HUGHES TRANSACTIONS

For Release: December 18, 1997

NEW YORK -- General Motors Corporation (NYSE: GM, GMH) today announced the completion of a strategic restructuring of its Hughes Electronics subsidiary, including the spin-off and merger of its defense electronics unit with Raytheon Company and the transfer of Delco Electronics to GM's Delphi Automotive Systems. A majority of holders of each class of GM common stock --$1-2/3 par value and Class H -- approved the transactions.

"Completion of the Hughes transactions is a win-win for GM and its stockholders," said John F. Smith, Jr., chairman, chief executive officer and former president of GM. "The transactions reflect significant premiums on the businesses involved and better position Hughes Defense and Delphi/Delco to compete in the future."

The Hughes transactions were designed to address strategic challenges facing the three principal businesses of Hughes Electronics and unlock shareholder value at GM. The Hughes transactions include:

• The spin-off of the defense electronics business of Hughes Electronics to GM $1-2/3 and Class H common stockholders. Hughes Defense then merged with Raytheon Company in a transaction with an estimated value for Hughes Defense of more than $9.8 billion.


• The transfer of Delco Electronics, GM's automotive electronics business, from Hughes Electronics to GM. Delco will be integrated into GM's Delphi Automotive Systems, creating the world's leading automotive components company and better positioning these businesses to participate in the component industry trend toward integrated automotive systems.


• The recapitalization of GM Class H common stock into a new class of GM common stock that will track Hughes' telecommunications and space businesses (Hughes Telecom). Proceeds from approximately $4.0 billion of the debt incurred by Hughes Defense prior to its spin-off and merger with Raytheon will be made available as equity to fund Hughes Telecom.

The new GM Class H stock, which will represent an approximate 25.6 percent tracking-stock interest in the earnings of the telecommunications and space businesses of Hughes Electronics, will be traded on the New York Stock Exchange (NYSE) under the symbol "GMH" beginning today.

The two classes of "new" Raytheon common stock, Class A and Class B, also begin trading today on the NYSE under the symbol "RTN.A" and "RTN.B." The Class A common stock represents approximately 30 percent of the outstanding equity value of the new Raytheon. The Class B common stock represents the remaining approximately 70 percent of the outstanding equity value of the new Raytheon.

The value of the Class A stock of the combined Hughes Defense/Raytheon ("new" Raytheon) being distributed to GM common stockholders is approximately $3.59 per share for holders of GM $1-2/3 common stock and approximately $31.64 per share for holders of Class H common stock, based on the closing price of Raytheon common stock on the NYSE on Wednesday, Dec. 17, 1997, of $56.25 per share.

The amount of Class A common stock distributed to holders of each class of GM common stock was determined by using a distribution ratio formula established by GM's board of directors. Pursuant to that formula, stockholders will receive a distribution of 0.56240 shares of Class A stock for each share of GM Class H common stock and 0.06377 shares of Class A stock for each share of GM $1-2/3 common stock, based on a 30-day average Raytheon stock price of $53.21 per share. Cash will be paid in lieu of fractional shares.

The record date for holders of GM $1-2/3 and Class H stocks who will receive the distribution of Raytheon Class A common stock was Dec. 17, 1997. The ex-distribution date for the GM $1-2/3 common stock will be Friday, Dec. 19, 1997. Sellers of GM $1-2/3 common stock on the NYSE between the record date and the ex-distribution date will be required to provide due bills and deliver the Class A stock they receive to the purchasers of their GM $1-2/3 common stock.

GM announced in January 1997 it was pursuing a series of transactions involving the restructuring of Hughes Electronics Corporation. GM received a letter ruling from the U.S. Internal Revenue Service in July, confirming that the spin-off of Hughes Defense would be tax-free to GM and its stockholders for U.S. federal income tax purposes.

Detailed Information Related to Stockholder Transactions
In order for investors who have physical possession of certificates representing Class H common stock to trade such shares, they will first have to submit those shares to GM's transfer agent, BankBoston [now Computershare], in order to obtain certificates representing the new Class H common stock. Investors whose Class H common stock is held for them by brokers or institutions in "street" or "nominee" name will be able to effect transactions in such securities immediately.

With respect to trading in Raytheon Class A common stock, investors whose $1-2/3 common stock or Class H common stock is held through a broker or institution will be able to effect transactions in such shares immediately. Investors who have physical possession of the $1-2/3 common stock or Class H common stock, ownership of which will entitle them to Class A common stock, will be able to effect transactions in Class A common stock commencing Monday, Dec. 22, 1997, by first contacting GM's transfer agent, BankBoston [now Computershare] at 1-800-331-9922, in order to determine account balances and arrange for transfers of ownership.

For stockholders who will be retaining Raytheon Class A common stock, Raytheon's transfer agent will mail account statements to them shortly after the transfer agent consummates the sale of fractional shares for which stockholders will receive cash. Such a mailing is expected to be made in the next several weeks. A letter explaining how to effect transactions in Class A stock will also be mailed promptly.

U.S. Federal Income Tax Basis

Click here to view the U.S. Federal Income Tax Basis information.