1
 
                                                                   EXHIBIT 99(B)
 
                HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED FINANCIAL STATEMENTS AND
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
- --------------------------------------------------------------------------------
 
                    STATEMENT OF CONSOLIDATED OPERATIONS AND
                   AVAILABLE SEPARATE CONSOLIDATED NET INCOME
 


                                                                           THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                         ----------------------
                                                                           1995          1994
                                                                         --------      --------
                                                                          (DOLLARS IN MILLIONS
                                                                                 EXCEPT
                                                                           PER SHARE AMOUNTS)
                                                                                 
Revenues
  Net sales
     Outside customers................................................   $2,162.6      $2,300.9
     General Motors and affiliates....................................    1,404.2       1,259.9
     Other income -- net..............................................       12.0          26.5
                                                                         --------      --------
       Total Revenues.................................................    3,578.8       3,587.3
                                                                         --------      --------
Costs and Expenses
  Cost of sales and other operating charges, exclusive of items listed
     below............................................................    2,777.0       2,768.6
  Selling, general, and administrative expenses.......................      248.5         193.6
  Depreciation and amortization.......................................      115.7         112.8
  Amortization of GM purchase accounting adjustments related to Hughes
     Aircraft Company.................................................       31.0          31.0
  Interest expense -- net.............................................        3.3           4.0
                                                                         --------      --------
       Total Costs and Expenses.......................................    3,175.5       3,110.0
                                                                         --------      --------
Income before Income Taxes............................................      403.3         477.3
Income taxes..........................................................      165.4         195.8
                                                                         --------      --------
Income before cumulative effect of accounting change..................      237.9         281.5
Cumulative effect of accounting change (Note 1).......................         --         (30.4)
                                                                         --------      --------
Net Income............................................................      237.9         251.1
Adjustments to exclude the effect of GM purchase accounting
  adjustments related to Hughes Aircraft Company (Note 2).............       31.0          31.0
                                                                         --------      --------
Earnings Used for Computation of Available Separate Consolidated
  Net Income..........................................................   $  268.9      $  282.1
                                                                         ========      ========
Available Separate Consolidated Net Income (Note 2)
  Average number of shares of GM Class H Common Stock outstanding (in
     millions) (Numerator)............................................       94.2          90.6
  Class H dividend base (in millions) (Denominator)...................      399.9         399.9
  Available Separate Consolidated Net Income..........................     $ 63.3        $ 64.0
                                                                           ======        ======
Earnings Attributable to General Motors
  Class H Common Stock on a Per Share Basis (Note 2)
     Before cumulative effect of accounting change....................     $ 0.67        $ 0.78
     Cumulative effect of accounting change (Note 1)..................         --         (0.08)
                                                                           ------        ------
     Net earnings attributable to General Motors Class H Common Stock
      on a per share basis............................................      $0.67         $0.70
                                                                           ======        ======

 
Reference should be made to the Notes to Consolidated Financial Statements.
 
                                       37
   2
 
                HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
 
                           CONSOLIDATED BALANCE SHEET
 


                                                                      MARCH 31,      DECEMBER 31,
                                                                        1995             1994
                                                                      ---------      ------------
                                                                         (DOLLARS IN MILLIONS
                                                                                EXCEPT
                                                                           PER SHARE AMOUNT)
                                                                               
ASSETS
Current Assets
  Cash and cash equivalents........................................   $ 1,305.5       $  1,501.8
  Accounts and notes receivable
     Trade receivables (less allowances)...........................     1,055.6          1,039.5
     General Motors and affiliates.................................       155.6            153.9
  Contracts in process, less advances and progress payments........     2,647.3          2,265.4
  Inventories (less allowances)
     Productive material, work in process, and supplies............     1,102.6            968.0
     Finished product..............................................       121.2            119.9
  Prepaid expenses, including deferred income taxes................       226.6            195.1
                                                                      ---------      ------------
          Total Current Assets.....................................     6,614.4          6,243.6
Property -- Net....................................................     2,610.1          2,611.8
Telecommunications and Other Equipment -- Net......................     1,064.1          1,071.7
Intangible Assets, net of amortization.............................     3,367.9          3,271.3
Investments and Other Assets, including deferred income taxes --
  principally at cost (less allowances)............................     1,644.1          1,652.1
                                                                      ---------      ------------
Total Assets.......................................................   $15,300.6       $ 14,850.5
                                                                       ========       ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
  Accounts payable
     Outside.......................................................   $   860.1       $    779.9
     General Motors and affiliates.................................        58.0             80.5
  Advances on contracts............................................       683.2            645.1
  Notes and loans payable..........................................       110.1            125.7
  Income taxes payable.............................................       223.3             31.4
  Accrued liabilities..............................................     1,948.3          1,885.5
                                                                      ---------      ------------
          Total Current Liabilities................................     3,883.0          3,548.1
                                                                      ---------      ------------
Long-Term Debt and Capitalized Leases..............................       355.3            353.5
                                                                      ---------      ------------
Postretirement Benefits Other Than Pensions (Note 3)...............     1,558.7          1,541.4
                                                                      ---------      ------------
Other Liabilities, Deferred Income Taxes, and Deferred Credits.....     1,384.8          1,431.7
                                                                      ---------      ------------
Stockholder's Equity
  Capital stock (outstanding, 1,000 shares, $0.10 par value) and
     additional paid-in capital....................................     6,329.7          6,326.5
  Net income retained for use in the business......................     1,889.5          1,743.6
                                                                      ---------      ------------
          Subtotal.................................................     8,219.2          8,070.1
  Minimum pension liability adjustment.............................       (76.1)           (76.1)
  Accumulated foreign currency translation adjustments.............       (24.3)           (18.2)
                                                                      ---------      ------------
          Total Stockholder's Equity...............................     8,118.8          7,975.8
                                                                      ---------      ------------
Total Liabilities and Stockholder's Equity.........................   $15,300.6       $ 14,850.5
                                                                       ========       ==========

 
Reference should be made to the Notes to Consolidated Financial Statements.
 
                                       38
   3
 
                HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
 
                 CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
 


                                                                             THREE MONTHS ENDED
                                                                                 MARCH 31,
                                                                            --------------------
                                                                              1995        1994
                                                                            --------    --------
                                                                                (DOLLARS IN
                                                                                 MILLIONS)
                                                                                  
Net Cash Provided by Operating Activities................................   $  143.0    $  357.9
                                                                            --------    --------
Cash Flows from Investing Activities
  Investment in companies, net of cash acquired..........................     (150.5)         --
  Expenditures for property and special tools............................     (105.0)     (104.1)
  Increase in telecommunications and other equipment.....................      (11.2)      (64.6)
  Proceeds from disposal of property.....................................       26.5        15.0
  Proceeds from sale of investments and businesses.......................         --         3.6
  Decrease in notes receivable...........................................        6.7       208.7
                                                                            --------    --------
       Net Cash Provided by (Used in) Investing Activities...............     (233.5)       58.6
                                                                            --------    --------
Cash Flows from Financing Activities
  Net increase (decrease) in notes and loans payable.....................      (15.6)        0.8
  Increase in long-term debt and capitalized leases......................       11.1        10.4
  Decrease in long-term debt and capitalized leases......................       (9.3)       (9.2)
  Cash dividends paid to General Motors..................................      (92.0)      (80.0)
                                                                            --------    --------
       Net Cash Used in Financing Activities.............................     (105.8)      (78.0)
                                                                            --------    --------
Net increase (decrease) in cash and cash equivalents.....................     (196.3)      338.5
Cash and cash equivalents at beginning of the period.....................    1,501.8     1,008.7
                                                                            --------    --------
Cash and cash equivalents at end of the period...........................   $1,305.5    $1,347.2
                                                                             =======     =======

 
Certain amounts for 1994 have been reclassified to conform with 1995
classifications.
 
Reference should be made to the Notes to Consolidated Financial Statements.
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
     In the opinion of management, the interim consolidated financial statements
reflect all adjustments, consisting of only normal recurring items (with the
exception of the accounting change in 1994 to adopt Statement of Financial
Accounting Standards (SFAS) No. 112, Employers' Accounting for Postemployment
Benefits, as described in Note 1), which are necessary for a fair presentation
of the results for the interim periods presented. The results for interim
periods are not necessarily indicative of results which may be expected for any
other interim period or for the full year. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements, the summary of significant accounting policies, and the other notes
to the consolidated financial statements included in General Motors' 1994 Annual
Report to the SEC on Form 10-K.
 
NOTE 1.
 
     Effective January 1, 1994, Hughes Electronics Corporation (Hughes),
formerly GM Hughes Electronics Corporation, adopted SFAS No. 112. The Standard
requires accrual of the costs of benefits provided to former or inactive
employees after employment, but before retirement. The unfavorable cumulative
effect of adopting this Standard was $30.4 million, net of income taxes of $19.2
million, or $0.08 per share of GM Class H common stock. The charge is primarily
related to extended-disability benefits which, under the accounting Standard,
are accrued on a service-driven basis.
 
                                       39
   4
 
                HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONCLUDED
 
NOTE 2.
 
     Earnings attributable to General Motors Class H common stock on a per share
basis have been determined based on the relative amounts available for the
payment of dividends to holders of the GM Class H common stock. Holders of GM
Class H common stock have no direct rights in the equity or assets of Hughes,
but rather have rights in the equity and assets of GM (which includes 100% of
the stock of Hughes). Dividends on the GM Class H common stock are declared by
GM's Board of Directors out of the Available Separate Consolidated Net Income of
Hughes earned since the acquisition of Hughes Aircraft Company (HAC) by GM. The
Available Separate Consolidated Net Income of Hughes is determined quarterly and
is equal to the separate consolidated net income of Hughes, excluding the
effects of GM purchase accounting adjustments arising from the acquisition of
HAC (Earnings Used for Computation of Available Separate Consolidated Net
Income), multiplied by a fraction, the numerator of which is a number equal to
the weighted average number of shares of GM Class H common stock outstanding
during the period and the denominator of which was 399.9 million during the
first quarter of 1995 and 1994.
 
     The denominator used in determining the Available Separate Consolidated Net
Income of Hughes is adjusted as deemed appropriate by the GM Board of Directors
to reflect subdivisions or combinations of the GM Class H common stock and to
reflect certain transfers of capital to or from Hughes. The Board's discretion
to make such adjustments is limited by criteria set forth in GM's Certificate of
Incorporation. In this regard, the GM Board has generally caused the denominator
to decrease as shares are purchased by Hughes and to increase as such shares are
used, at Hughes expense, for Hughes employee benefit plans or acquisitions.
 
     Dividends may be paid on GM Class H common stock only when, as, and if
declared by the GM Board of Directors in its sole discretion. The current policy
of the GM Board with respect to GM Class H common stock is to pay cash dividends
approximately equal to 35% of the Available Separate Consolidated Net Income of
Hughes for the prior year. Notwithstanding the current dividend policy, the GM
Board declared a dividend on the GM Class H common stock for each of the
quarters of 1994 which was based on an annual rate higher than 35% of the
Available Separate Consolidated Net Income of Hughes for the preceding year. In
February 1995, the GM Board increased the quarterly dividends on Class H common
stock from $0.20 per share to $0.23 per share (which is based on an annual rate
of approximately 35% of the Available Separate Consolidated Net Income of Hughes
for 1994).
 
NOTE 3.
 
     Hughes has disclosed in the financial statements certain amounts associated
with estimated future postretirement benefits other than pensions and
characterized such amounts as "accumulated postretirement benefit obligations",
"liabilities", or "obligations". Notwithstanding the recording of such amounts
and the use of these terms, Hughes does not admit or otherwise acknowledge that
such amounts or existing postretirement benefit plans of Hughes (other than
pensions) represent legally enforceable liabilities of Hughes.
 
                                       40
   5
 
                HUGHES ELECTRONICS CORPORATION AND SUBSIDIARIES
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
 
     The following discussion excludes the purchase accounting adjustments
related to General Motors' acquisition of HAC (see Supplemental Data beginning
on page 42).
 
RESULTS OF OPERATIONS
 
     Hughes reported first quarter earnings, before the effect of purchase
accounting adjustments related to General Motors' acquisition of HAC, of $268.9
million. Earnings for the first quarter of 1995 decreased 4.7% from the $282.1
million reported in the first quarter of 1994. Earnings per share of GM Class H
common stock decreased 4.3% to $0.67 per share from $0.70 per share in the first
quarter of 1994. The 1994 earnings included the unfavorable effect of an
accounting change related to postemployment benefits of $30.4 million after
taxes.
 
     Revenues for the period were $3,578.8 million compared with $3,587.3
million reported in the first quarter of 1994. Costs and expenses as a
percentage of revenues increased to 87.9% from 85.8% in the first quarter of
1994. Income taxes, excluding the cumulative effect of the accounting change,
were $165.4 million, or 38.1% of income before income taxes, for the quarter
compared with $195.8 million, or 38.5% of income before income taxes, in the
comparable 1994 quarter.
 
     Operating profit was $425.6 million for the first quarter, a 12.4% decrease
from the operating profit of $485.8 million reported during the comparable
period in 1994. The operating profit margin on the same basis was 11.9% for the
quarter, compared with 13.6% in the first quarter of 1994.
 
     Revenues remained essentially unchanged due to increases in the Automotive
Electronics and Telecommunications and Space segments offset by expected lower
production rates in the Aerospace and Defense Systems segment. The decrease in
operating profit was primarily the result of earlier-than-expected GALAXY(R)
satellite transponder sales in the first quarter of 1994 and increased operating
expenses associated with the continued expansion of DIRECTV(R). The decrease in
earnings was due to the same factors affecting operating profit, partially
offset by the unfavorable cumulative effect of the accounting change of $30.4
million in the first quarter of 1994.
 
     Hughes has historically reported its operations in four business segments:
Automotive Electronics, Defense Electronics, Telecommunications and Space, and
Commercial Technologies. In connection with organizational changes, effective
January 1, 1995, Hughes is now reporting its operations in three segments:
Automotive Electronics, Aerospace and Defense Systems, and Telecommunications
and Space. This new segment presentation better reflects Hughes' strategic
direction and the manner in which its businesses are now managed. All 1994
financial data have been restated to reflect the new segment reporting format.
 
     The Automotive Electronics segment reported revenues for the quarter of
$1,496.2 million, an increase of 16.6% from revenues of $1,283.0 million for the
same period in 1994. The increase reflects an 8.7% increase in GM vehicles
produced in North America, a 4.3% increase in Hughes-supplied electronic content
in GM vehicles produced in North America (from $832 per vehicle to $868 per
vehicle), and a 42.3% increase in international and non-GM sales (from $137
million to $195 million). Operating profit increased 14.3% in the quarter to
$255.4 million from $223.5 million for the same period in 1994. The increase is
attributable to continued cost reduction efforts and increased electronic
content and production volumes. First quarter 1995 operating profit margin of
17.3% was essentially unchanged from the 17.5% reported in the same period in
1994.
 
     The Aerospace and Defense Systems segment reported first quarter 1995
revenues of $1,385.0 million, a 15.7% decrease from revenues of $1,642.0 million
reported in the same period in 1994. The decline was principally due to lower
production rates on several missile and other defense programs including
Tomahawk, Tube-launched, Optically-tracked, Wire-guided (TOW), Advanced
Capability (ADCAP) torpedo, and turret systems for light-armored vehicles.
Operating profit for the period was $153.5 million, compared with $157.9 million
for the first quarter of 1994, representing a 2.8% decrease. The decline is
largely attributable to the
 
                                       41
   6
 
reduced revenues reported in the quarter partially offset by ongoing cost
reduction efforts which improved the operating margin to 11.1% from 9.7% for the
same period in 1994.
 
     The Telecommunications and Space segment reported revenues for the quarter
of $646.7 million, a 5.3% increase from revenues of $614.3 million for the same
period in 1994. The increase was due primarily to additional sales relating to
the cellular communications equipment and service contract with BellSouth
Cellular Corp. and higher international private business network sales at Hughes
Network Systems, Inc., and increased DIRECTV subscriber revenues, partially
offset by lower GALAXY transponder sales at Hughes Communications, Inc.
Operating profit for the first quarter was $31.5 million, compared with $112.1
million for the same period in 1994. The decline is the result of
earlier-than-expected GALAXY transponder sales in the first quarter of 1994,
reduced first quarter 1994 construction costs associated with replacement of the
first GALAXY 1-R satellite that was destroyed by a launch vehicle failure in
August 1992, and higher operating expenses in the first quarter of 1995 related
to the continued growth of DIRECTV. As a result, the first quarter operating
profit margin declined to 4.8% in 1995 from 18.2% in 1994.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Cash and cash equivalents at March 31, 1995 were $1,305.5 million, a
decrease of $196.3 million from the $1,501.8 million reported at December 31,
1994. The decrease is primarily the result of cash used for the acquisition of
CAE-Link Corporation of $155.0 million, cash dividends paid to General Motors of
$92.0 million, and capital expenditures of $114.5 million, partially offset by
net cash provided by operating activities of $143.0 million.
 
     As a measure of liquidity, Hughes' current ratio (ratio of current assets
to current liabilities) decreased slightly to 1.70 at March 31, 1995 from 1.76
at December 31, 1994. Working capital increased to $2,731.4 million at March 31,
1995 from $2,695.5 million at December 31, 1994.
 
     Capital expenditures, including expenditures for telecommunication and
other equipment, was $114.5 million for the quarter ended March 31, 1995,
compared with $196.6 million for the comparable period in 1994. The decrease is
due primarily to reduced DIRECTV expenditures, which commenced nationwide
service in late 1994.
 
     Long-term debt and capitalized leases was $355.3 million at March 31, 1995,
relatively unchanged from the $353.5 million at December 31, 1994. The ratio of
long-term debt to the total of such debt and proforma stockholder's equity
improved to 6.5% at March 31, 1995 from 6.6% at December 31, 1994.
 
SUPPLEMENTAL DATA
 
     The Consolidated Financial Statements reflect the application of purchase
accounting adjustments as described in Note 2 to the Consolidated Financial
Statements. However, as provided in GM's Certificate of Incorporation, the
earnings attributable to GM Class H common stock for purposes of determining the
amount available for the payment of dividends on GM Class H common stock
specifically excludes such adjustments. More specifically, amortization of
purchase accounting adjustments associated with GM's purchase of Hughes Aircraft
Company was $31.0 million for the first quarters of 1995 and 1994. Such amounts
were excluded from the earnings available for the payment of dividends on GM
Class H common stock and were charged against the earnings available for the
payment of dividends on GM's $1 2/3 par value stock. Unamortized purchase
accounting adjustments associated with GM's purchase of Hughes Aircraft Company
were $2,974.3 million at March 31, 1995 and $3,005.3 million at December 31,
1994.
 
     In order to provide additional analytical data to the users of Hughes'
financial information, supplemental data in the form of unaudited summary pro
forma financial data are provided. Consistent with the basis on which earnings
of Hughes available for the payment of dividends on GM Class H common stock is
determined, the pro forma data exclude the General Motors' purchase accounting
adjustments related to the acquisition of Hughes Aircraft Company. Included in
the supplemental data are certain financial ratios which provide measures of
financial returns excluding the impact of purchase accounting adjustments. The
pro forma data are not presented as a measure of GM's total return on its
investment in Hughes.
 
                                       42
   7
 
SUMMARY PRO FORMA FINANCIAL DATA*
 
PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED OPERATIONS
 


                                                                           THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                         ----------------------
                                                                           1995          1994
                                                                         --------      --------
                                                                          (DOLLARS IN MILLIONS
                                                                                 EXCEPT
                                                                           PER SHARE AMOUNTS)
                                                                                 
Total Revenues........................................................   $3,578.8      $3,587.3
Total Costs and Expenses..............................................    3,144.5       3,079.0
                                                                         --------      --------
Income before Income Taxes............................................      434.3         508.3
Income taxes..........................................................      165.4         195.8
                                                                         --------      --------
Income before cumulative effect of accounting change..................      268.9         312.5
Cumulative effect of accounting change................................         --         (30.4)
                                                                         --------      --------
Earnings Used for Computation of Available Separate Consolidated
  Net Income..........................................................   $  268.9      $  282.1
                                                                         ========      ========
Earnings Attributable to General Motors Class H Common Stock
  on a Per Share Basis
  Before cumulative effect of accounting change.......................      $0.67         $0.78
  Cumulative effect of accounting change..............................         --         (0.08)
  Net earnings attributable to General Motors Class H Common Stock          -----         -----
     on a per share basis.............................................      $0.67         $0.70
                                                                            =====         =====


 
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
 


                                                                       MARCH 31,     DECEMBER 31,
                                                                         1995            1994
                                                                       ---------     ------------
                                                                         (DOLLARS IN MILLIONS)
                                                                               
                               ASSETS
Total Current Assets................................................   $ 6,614.4      $  6,243.6
Property -- Net.....................................................     2,610.1         2,611.8
Telecommunications and Other Equipment -- Net.......................     1,064.1         1,071.7
Intangible Assets, Investments, and Other Assets....................     2,037.7         1,918.1
                                                                       ---------      ----------
     Total Assets...................................................   $12,326.3      $ 11,845.2
                                                                       =========      ==========
                LIABILITIES AND STOCKHOLDER'S EQUITY
Total Current Liabilities...........................................   $ 3,883.0      $  3,548.1
Long-Term Debt and Capitalized Leases...............................       355.3           353.5
Postretirement Benefits Other Than Pensions, Other Liabilities,
  Deferred Income Taxes, and Deferred Credits.......................     2,943.5         2,973.1
     Total Stockholder's Equity**...................................     5,144.5         4,970.5
                                                                       ---------      ----------
Total Liabilities and Stockholder's Equity**........................   $12,326.3      $ 11,845.2
                                                                       =========      ==========

 
 * The summary is unaudited and excludes GM purchase accounting adjustments
   related to the acquisition of Hughes Aircraft Company.
 
** General Motors' equity in its wholly-owned subsidiary, Hughes. Holders of GM
   Class H common stock have no direct rights in the equity or assets of Hughes,
   but rather have rights in the equity and assets of GM (which includes 100% of
   the stock of Hughes).
 
                                       43
   8
 
SUMMARY PRO FORMA FINANCIAL DATA* -- CONTINUED
 
PRO FORMA SELECTED SEGMENT DATA
 


                                                                             THREE MONTHS ENDED
                                                                                 MARCH 31,
                                                                            --------------------
                                                                              1995        1994
                                                                            --------    --------
                                                                                (DOLLARS IN
                                                                                 MILLIONS)
                                                                                  
AUTOMOTIVE ELECTRONICS
Revenues
  Amount.................................................................   $1,496.2    $1,283.0
  As a percentage of Hughes Revenues.....................................       41.8%       35.8%
Net Sales................................................................   $1,472.7    $1,275.8
Operating Profit(1)......................................................   $  255.4    $  223.5
Operating Profit Margin(2)...............................................       17.3%       17.5%
Depreciation and Amortization............................................   $   42.8    $   38.3
Capital Expenditures.....................................................   $   52.9    $   37.7
AEROSPACE AND DEFENSE SYSTEMS
Revenues
  Amount.................................................................   $1,385.0    $1,642.0
  As a percentage of Hughes Revenues.....................................       38.7%       45.8%
Net Sales................................................................   $1,383.1    $1,621.5
Operating Profit(1)......................................................   $  153.5    $  157.9
Operating Profit Margin(2)...............................................       11.1%        9.7%
Depreciation and Amortization(3).........................................   $   29.5    $   39.4
Capital Expenditures.....................................................   $   20.7    $   31.9
TELECOMMUNICATIONS AND SPACE
Revenues
  Amount.................................................................   $  646.7    $  614.3
  As a percentage of Hughes Revenues.....................................       18.1%       17.1%
Net Sales................................................................   $  656.6    $  617.4
Operating Profit(1)......................................................   $   31.5    $  112.1
Operating Profit Margin(2)...............................................        4.8%       18.2%
Depreciation and Amortization(3).........................................   $   37.2    $   29.3
Capital Expenditures(4)..................................................   $   39.3    $  121.2
CORPORATE AND OTHER
Operating Loss(1)........................................................   $  (14.8)   $   (7.7)

 
Certain amounts for 1994, previously reported in four business segments, have
been reclassified to conform with 1995 classifications based on three business
segments.
 
 *  The summary is unaudited and excludes GM purchase accounting adjustments
    related to the acquisition of Hughes Aircraft Company.
 
(1) Net Sales less Total Costs and Expenses other than Interest Expense.
 
(2) Operating Profit as a percentage of Net Sales.
 
(3) Excludes amortization arising from purchase accounting adjustments related
    to GM's acquisition of Hughes Aircraft Company amounting to $25.2 million
    for the Aerospace and Defense Systems segment and $5.3 million for the
    Telecommunications and Space segment, in 1995 and 1994.
 
(4) Includes expenditures related to telecommunications and other equipment
    amounting to $9.5 million and $92.5 million in 1995 and 1994, respectively.
 
                                       44
   9
 
SUMMARY PRO FORMA FINANCIAL DATA* -- CONCLUDED
 
PRO FORMA SELECTED FINANCIAL DATA
 


                                                                           THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                         ----------------------
                                                                           1995          1994
                                                                         --------      --------
                                                                          (DOLLARS IN MILLIONS
                                                                                 EXCEPT
                                                                           PER SHARE AMOUNTS)
                                                                                 
Operating profit......................................................   $  425.6      $  485.8
Income before income taxes and cumulative effect of accounting
  change..............................................................   $  434.3      $  508.3
Earnings used for computation of available separate consolidated net
  income..............................................................   $  268.9      $  282.1(1)
Average number of GM Class H dividend base shares(2)..................      399.9         399.9
Stockholder's Equity..................................................   $5,144.5      $4,395.0(1)
Dividends per share of GM Class H common stock........................   $   0.23      $   0.20
Working capital.......................................................   $2,731.4      $2,404.5
Operating profit as a percent of net sales............................       11.9%         13.6%
Pre-tax income as a percent of net sales..............................       12.2%         14.3%
Net income as a percent of net sales..................................        7.5%          7.9%(1)

 
 *  The summary is unaudited and excludes GM purchase accounting adjustments
    related to the acquisition of Hughes Aircraft Company.
 
(1) Includes unfavorable cumulative effect of accounting change of $30.4
    million.
 
(2) Class H dividend base shares is used in calculating earnings attributable to
    GM Class H common stock on a per share basis. This is not the same as the
    average number of GM Class H shares outstanding, which was 94.2 million for
    the first quarter of 1995 and 90.6 million for the first quarter of 1994.
 
                                      * * * * *
 
                                       45