General Motors Corporation

2009 – 2014 Restructuring Plan

Presented to U.S. Department of the Treasury

As Required Under Section 7.20

of the Loan and Security Agreement

Between General Motors and the

U. S. Department of the Treasury

Dated December 31, 2008

February 17, 2009
GENERAL MOTORS RESTRUCTURING PLAN HIGHLIGHTS

 GM’s Plan details a return to sustainable profitability in 24 months

o Demonstrates GM‘s viability under conservative economic assumptions

o Expands and accelerates the Plan submitted on December 2

o Lowers the Company‘s breakeven to a U.S. market of 11.5-12.0M units annually

 GM is comprehensively transforming its business, globally

o Brands, nameplates and dealer networks streamlined and focused

o Productivity and flexibility gains enabling more facility consolidations

o Shared global vehicle architectures creating substantial cost savings

o Unprofitable foreign operations addressed

 GM’s Plan emphasizes the Company’s continued focus on great products 

o ―Fewer, better‖ vehicles in U.S. supporting Chevrolet, Cadillac, Buick and GMC

o Renewed commitment to lead in fuel efficiency, hybrids, advanced propulsion

o All major U.S. introductions in 2009-2014 are high-mileage cars and crossovers

 GM’s Plan calls for considerable sacrifice from all stakeholders

o Bondholders and other debtors

o Hourly and salaried employees, executives and retirees

o Dealers and suppliers

o Shareholders

 GM’s Plan addresses the requirements of the loan agreement with the United 

States Department of the Treasury

o Competitive product mix and cost structure

o Compliance with Federal fuel efficiency and emissions requirements

o Domestic manufacturer of advanced technology vehicles

o Rationalization of costs, capitalization and capacity

o Major progress made with the UAW and hourly employees; considerable progress 

made with bondholders; additional work under way to achieve term sheet 

requirements and savings targets

o Positive net present value (NPV)

o Repayment of Federal loans

 Reflecting further deterioration in economic, industry and credit markets since 

December 2, GM’s Plan details need for additional Federal funding 

o Restructuring actions accelerated to mitigate this need

o Partial repayment of Federal funding still slated to begin in 2012

 General Motors is vital to a robust U.S. economy, and a revitalized GM will 

greatly advance America’s technology leadership and energy independence

o Highly focused on a U.S. supply base and U.S. R&D, design and engineering 

o Directly and indirectly supports 1.3 million U.S. jobs 

o Committed to investing in advanced technologies and high-tech ―green‖ jobs 

o A sound investment for U.S. taxpayers that will be repaid fully

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TABLE OF CONTENTS

Page

1. INTRODUCTION ...........................................................................................................5

2. EXECUTIVE SUMMARY .............................................................................................6

3. KEY RESTRUCTURING PLAN CHANGES: DECEMBER 2 VERSUS 

FEBRUARY 17.............................................................................................................11

3.1 External Changes...................................................................................................11

3.2 Internal Changes ....................................................................................................11

4. RESTRUCTURING PLAN: FEDERAL REQUIREMENTS.......................................15

4.1 Competitive Product Mix and Cost Structure........................................................15

4.2 Compliance with Federal Fuel Economy and Emissions Regulations ..................20

4.3 Domestic Manufacture of  ̳Advanced Technology‘ Vehicles ...............................21

4.4 Rationalization of Costs, Capitalization, and Capacity .........................................22

5. RESTRUCTURING PLAN: FINANCIAL VIABILITY AND FEDERAL 

LOAN REPAYMENT ..................................................................................................26

5.1 GM North America Financial Outlook..................................................................26

5.2 GM Global Financial Outlook ...............................................................................28

5.3 Financial Viability .................................................................................................28

5.4 Liquidity.................................................................................................................29

5.5 Key Risks...............................................................................................................32

5.6 Form of Government Funding ...............................................................................35

5.7 Bankruptcy Considerations....................................................................................36

5.8 Other Considerations .............................................................................................37

6. SUMMARY...................................................................................................................37

EXCHANGE OFFER INFORMATION...........................................................................39

SAFE HARBOR PROVISION..........................................................................................39

APPENDICES

A. ROLE OF GM AND THE DOMESTIC AUTO INDUSTRY.............................42

B. ECONOMIC AND INDUSTRY ASSUMPTIONS.............................................47

C. GM MARKET SHARE AND UNIT VOLUME PROJECTIONS......................55

D. FUTURE PRODUCT LAUNCHES ....................................................................63

E. GM U.S. BRAND AND NETWORK PLANS ....................................................72

F. SALARIED COMPETITIVENESS.....................................................................76

G. VEBA / UNSECURED PUBLIC DEBT EQUALIZATION...............................79

H. RESTRUCTURING PLAN MILESTONES........................................................87

I. 2009-2014 FINANCIAL PROJECTIONS...........................................................89

J. ENTERPRISE VALUE AND NPV.....................................................................94

K. SUPPLY BASE DEVELOPMENT ...................................................................100

L. BANKRUPTCY ANALYSIS ............................................................................102

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LIST OF TABLES

Table Page

1. U.S. Industry Volume Scenarios.......................................................................... 12

2. GM North American Marketing Strategy - U.S................................................... 16

3. Dealerships by Brand, Market Type and Throughput ......................................... 17

4. North America Productivity – The Harbour Report ............................................ 18

5. GM Fuel Efficient Models................................................................................... 20

6. GM Fleet Average Fuel Economy (MPG)........................................................... 21

7. GM U.S. Employment ......................................................................................... 23

8. GM U.S. Manufacturing Operations.................................................................... 24

9. GM North America Key Metrics......................................................................... 27

10. GM North America Adjusted Operating Cash Flow ........................................... 27

11. GM Global Metrics.............................................................................................. 28

12. GM Global Cash Flow......................................................................................... 30

13. U.S. Pension Funds.............................................................................................. 31

14. U.S. TARP Loan Balance Under Various Volume Scenarios............................. 32

LIST OF CHARTS

Chart Page

1. Loan Agreement Requirements ............................................................................. 6

2. Restructuring Plan – Summary of Key Changes ................................................... 8

3. GM Technology and Fuel Economy Leadership ................................................. 22

4. GM North America Structural Cost Outlook....................................................... 24

5. Potential Funding Mix ......................................................................................... 36

For information regarding exchange offers and safe harbors 

related to forward looking statements, see Page 39.

4
General Motors Corporation

2009-2014 Restructuring Plan

February 17, 2009

 1. Introduction

On December 2, 2008, General Motors submitted a Restructuring Plan for Long-Term 

Viability to the Senate Banking Committee and the House of Representatives Financial 

Services Committee. The Plan was a blueprint for a new General Motors in the United 

States, one that is lean, profitable, self-sustaining and fully competitive. Key elements of 

the December 2nd Plan included:

* A dramatic shift in the Company‘s U.S. product portfolio, with 22 of 24 new 

vehicle launches in 2009-2012 being fuel-efficient cars and crossovers;

* Full compliance with the 2007 Energy Independence and Security Act, and 

extensive investment in a wide array of advanced propulsion technologies;

* Reduction in brands, nameplates and dealerships to focus available resources and 

growth strategies on the Company‘s profitable operations;

* Full labor cost competitiveness with foreign manufacturers in the U.S. by no later 

than 2012;

* Further manufacturing and structural cost reductions through increased 

productivity and employment reductions; and

* Balance sheet restructuring and supplementing liquidity via temporary Federal 

assistance.

The net effect of these and other operational and financial restructuring elements was a 

plan to restore GM North America (GMNA) to profitability on an adjusted Earnings 

Before Interest and Taxes (EBIT) basis at U.S. industry sales rates of 12.5-13.0 million 

units, well below both actual sales levels experienced in the past several years and 

consensus projections for 2010-2014.

Reflecting a dramatic deterioration in economic and market conditions during 2008, new 

vehicle sales declined rapidly, falling to their lowest per-capita levels in 50 years. 

General Motors‘ revenues fell precipitously, in part reflecting escalating public 

speculation about a potential GM bankruptcy, consuming liquidity that one year prior 

was considered adequate to fully fund the Company‘s restructuring efforts. To bridge to 

more normal market conditions, General Motors requested temporary Federal assistance 

totaling $18 billion, comprised of a $12 billion term loan and a $6 billion line of credit 

(as a provision for the Downside scenario) to sustain operations and accelerate 

implementation of the Restructuring Plan. Given the Baseline industry outlook contained 

in the December 2 submission to Congress, General Motors planned to begin repayment 

of the requested Federal loan in 2011.

Subsequent to December 2, the United States Department of the Treasury and General 

Motors entered into negotiations for the requested Federal loans, reaching agreement on 

5
December 31, 2008. This agreement provides General Motors with up to $13.4 billion in 

3-year term loans to sustain operations through the 1st Quarter of 2009, providing 

necessary liquidity support while the Company finalizes its Restructuring Plan. In 

consideration for this temporary loan facility, General Motors is required to submit to the 

U.S. Department of the Treasury, by February 17, a detailed restructuring plan for the 

period 2009-2014 that demonstrates long-term viability. 

Specifically, as Chart 1 below highlights, Section 7.20 of the loan agreement sets forth 

key restructuring targets that GM‘s Plan needs to address in the February 17th and March 

31st submissions to the U.S. Department of the Treasury.

Chart 1: Loan Agreement Requirements

The Plan is to include evidence of progress related to both labor cost competitiveness and 

debt reduction. Specifically, the loan documents require ―best efforts‖ related to the 

achievement of hourly and salaried wage compensation and work rule competitiveness by 

December 31, 2009; conversion of at least half of future VEBA payments to equity; and a 

reduction in unsecured public indebtedness by at least two-thirds by December 31, 2009

(with the actual exchange offer having commenced by March 31). 

This Restructuring Plan addresses the requirements set forth in the loan documents 

executed with the United States Department of the Treasury on December 31, 2008.

2. Executive Summary

The automotive industry has been the backbone of U.S. manufacturing and a leading 

investor in research and development for nearly a century. It is a significant factor in the 

Federal Loan Requirements February 17 Restructuring Plan

Status

March 31 Progress Report

Status

• Product Mix & Cost Structure 

Competitiveness

• Detailed Plan Submitted • Implementation Progress to be 

Provided

- Competitive Labor Cost Agreement • JOBS Program Suspended

• Major Progress Made Related to 

Competitive Gap Closure

• Targeting Final Agreement on 

Competitive Gap Closure

• Compliance with Federal Fuel Efficiency and 

Emission Requirements

• Compliance Confirmed in Plan • Status Update

• Domestic Manufacture of Advanced 

Technology Vehicles (Section 136 

Applications)

• Two Applications Submitted to 

Department of Energy

• Third Application Being Developed

• Status Update

• Rationalization of Cost, Capitalization and 

Capacity

• Detailed Plan Submitted • Status Update

-Agreement on 50% VEBA Equitization • Negotiations Under Way; Confirming 

Letter Contained in Appendix G

• Targeting Final Agreement 

- Agreement on Conversion of 2/3rds Unsecured 

Public Debt to Equity

• Negotiations Under Way; Confirming 

Letter Contained in Appendix G

• Targeting Commencement of Bond 

Exchange Offer 

• Financial Viability (Positive NPV) • Positive NPV Demonstrated in Plan • Status Update

• Repayment of Federal Loans • Under Baseline Scenario, 

Repayments Begin in 2012

• Status Update

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U.S. economy, employing 1 in 10 workers and a major purchaser of U.S.-made steel, 

aluminum, iron, glass, plastics and electronics. It is an industry undergoing massive 

change, and one that can be key to both transforming the U.S. economy and creating 

high-tech, ―green‖ jobs that support a healthy and growing middle class. Appendix A 

presents key facts about the role of the automotive industry on the U.S. economy.

For most of this decade, General Motors has been pursuing a major transformation of its 

business, working to improve the consumer appeal, quality, safety, and fuel efficiency of 

its cars and trucks; to achieve cost competitiveness or advantage in labor, manufacturing, 

product development, procurement and staff functions; and to address the Company‘s

huge legacy cost burden. As noted in the December 2 submission, the Company has 

made significant progress in all of these areas and, even after rising oil prices and a 

slowing economy in mid-2008 cut automotive volumes by more than 20%, GM was 

confident in its ability to self-fund its continuing transformation.

In the last six months of 2008, housing price declines accelerated, foreclosures rose, 

credit markets froze, job losses skyrocketed, and consumer confidence tumbled. As the 

economic crisis intensified, automotive sales fell to their lowest per-capita levels in half a 

century, putting automakers under enormous financial stress. All automotive 

manufacturers have been severely affected, with most reporting significant losses in the 

recent quarter. Under these extraordinary conditions, GM‘s liquidity fell rapidly to levels 

below those needed to operate the Company, and GM was compelled to turn to the U.S. 

Government for assistance.

Since December 2, economic conditions have continued to deteriorate globally. This, 

combined with public speculation about GM‘s future, has further reduced the Company‘s 

volumes, revenues, and cash flows. In addition, the weakening financial markets have 

significantly reduced the value of GM‘s large pension fund assets.

The Company has responded aggressively to these worsening economic and industry 

circumstances, accelerating, and adding to, the restructuring elements contained in the 

Company‘s December 2 Plan (Chart 2 below presents key Plan changes). The revised 

Plan comprehensively addresses GM‘s revenues, costs, and balance sheet for its U.S. and 

foreign operations, and is based on conservative assumptions. It also results in a business 

that will contribute materially to the national interest by developing and commercializing 

advanced technologies and vehicles that will reduce petroleum dependency and 

greenhouse gas emissions, and drive national technological and manufacturing 

competitiveness.

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Chart 2: Restructuring Plan – Summary of Key Changes

Plan Element December 2 February 17

2009 U.S. GDP Forecast (%) (1.0) (2.0)

2009 U.S. Industry Volumes

Baseline 12.0M 10.5M

Upside 12.0M 12.0M

Downside 10.5M 9.5M

2012 Market Share

U.S. 20.5% 20.0%

Global 13.1% 13.0%

Labor Cost Competitiveness Obtained 2012 2009

2012 U.S. Manufacturing Plant Count 38 33

2012 U.S. Salaried Headcount 27k 26k

U.S. Breakeven Volume (Adjusted EBIT Basis) 12.5-13.0M 11.5-12.0M

U.S. Brand Reductions Completed No Date 2011

Foreign Operations Restructuring Comprehended

Sweden (Saab) No Yes

Germany and Europe No Yes

Canada No Yes

Thailand and India No Yes

Financial Projections Through 2012 2014

The revised Plan restructures the Company‘s business in the U.S. by concentrating on 

GM‘s three strongest global brands (Chevrolet, Cadillac and Buick) and its premium 

truck brand (GMC); by restructuring the retail distribution channel to achieve a strong, 

healthy dealer network while preserving GM‘s historical strength in rural areas; by basing 

the product plan on ―fewer, better‖ entries; and by continued commitment to be a quality 

leader. The Company is accelerating the timetable to achieve competitive costs and work 

rules to 2009, in line with Federal loan requirements. The Company will close additional 

facilities and reduce employment beyond the December Plan targets, and will continue to 

leverage already highly efficient manufacturing and product development operations.

GM will also pursue accelerated restructuring of its Canadian, European, and certain 

Asia-Pacific operations. While the Company intends to retain its global approach to 

conducting business, additional funding will be required to sustain certain operations 

outside the U.S., given the global economic slowdown also impacting these markets. The 

Company is also in discussions with many foreign governments for funding support. 

Significant restructuring of the Company‘s liabilities and balance sheet are also vital parts 

of this Plan, and detailed negotiations related to restructuring of VEBA obligations and 

unsecured public debt are progressing.

Since the December submission, the Company has been engaged with the UAW, 

regarding competitive costs/work rules and restructuring VEBA obligations, and advisors 

to an unofficial committee of major bondholders with regard to conversion of unsecured 

public debt to equity. As of February 17, the Company and the UAW have made 

significant progress on costs/work rules, which represent major steps in narrowing the

8
competitive gap. However, these revisions do not achieve all of the labor cost savings 

comprehended in the Company‘s financial projections. 

GM plans to report this progress to the U.S. Secretary of Labor who must certify GM‘s 

competitiveness relative to the U.S. transplants. Management will continue to work with 

the UAW with regard to competitiveness, and will work on additional initiatives to 

ensure GM achieves the cost reductions and financial targets comprehended in the Plan. 

With regard to both the VEBA and bondholder negotiations, while discussions and due 

diligence are underway, restructuring agreements have not yet been finalized with either 

party at this point. Negotiations will continue with the objective of achieving successful 

resolution of these matters no later than March 31, 2009. 

The net effect of all Restructuring Plan initiatives is a further reduced breakeven point, 

allowing for profitable operations in North America (on an adjusted EBIT basis) with a

U.S. industry sales rates as low as 11.5-12.0 million units, compared to 12.5-13.0 million 

units in the December Plan. The Company‘s operating and balance sheet restructurings 

are expected to generate positive adjusted EBIT and positive adjusted operating cash flow 

for its North American operations in 2010 (with a U.S. industry volume of 12.5 million 

units), with significant improvements occurring over the 2010-2014 period. 

Globally, positive adjusted EBIT will also be achieved in 2010, with adjusted operating 

cash flow approaching breakeven in 2011. Partially offsetting these results are 

restructuring costs (including provisions for resolution of Delphi), debt retirements, and 

additional contributions to the Company‘s U.S. pension plans that may be required in 

2013 and 2014.

Financial Viability—One important measure of determining long-term financial 

viability is whether the Company has positive Net Present Value (NPV). Based on the 

assumptions and methodology set forth in Section 5.3 and Appendix J, the Enterprise 

Value of GM under the Baseline Scenario is estimated between $59 billion and $70 

billion. After deducting the Net Obligations of the Company and adjusting for the proforma effects of the two-thirds reduction in public unsecured indebtedness and 50 percent 

reduction in the UAW Hourly VEBA obligations (per the requirements of the U.S. 

Department of the Treasury loan agreement), the NPV of the Baseline Scenario of the 

GM Restructuring Plan is estimated in the range of approximately $5 billion to $14 

billion. 

Presently, there are additional restructuring initiatives in process inside and outside the 

U.S. that when successfully concluded, are anticipated to have a further positive effect on 

the Baseline Scenario NPV range. In the Upside Sensitivity Scenario, in which U.S. 

industry volumes return to more historical trendline levels by 2014, the NPV analysis 

yields a range of $30 billion to $41 billion. Further elaboration of the Baseline Scenario 

and both Upside and Downside sensitivities can be found in Appendix J.

9
Federal Funding Request—While the accelerated restructuring efforts have, for the 

most part, offset the massively negative effects of volume and revenue deterioration, 

Federal support beyond that requested in December will be required to complete the 

Company‘s renewal. In the December 2 submission, the Company indicated that General 

Motors needs to retain the level of targeted global cash balances (approximately $11-$14 

billion) to support the normal conduct of business and under a U.S. Downside volume 

sensitivity, GM would need funding support of approximately $18 billion. In addition, it 

should be noted that in its December 2 submission, the Company had assumed that the

$4.5 billion U.S. secured bank revolver credit facility would be renewed and fully drawn 

again in 2011. 

In the current Baseline forecast, near-term U.S. industry volumes are similar to the 

December 2 Downside scenario and the Company has not assumed, based upon credit 

market conditions, that it will be able to rollover and draw the full $4.5 billion secured 

bank revolver in 2011. On this basis, GM is requesting Baseline federal funding support 

of $22.5 billion (i.e., the $18 billion prior Downside funding request plus the $4.5 billion 

incremental required). If the new, even lower Downside volume sensitivity scenario 

occurs, GM will require further federal funding, estimated currently at an additional $7.5 

billion, which could bring total Government support up to $30 billion by 2011. 

Under the Company‘s Baseline outlook, repayment of Federal support is expected to 

begin in 2012 and be fully repaid by 2017. Additional financial support might be 

required in 2013 and 2014 if U.S. pension fund contributions are required (as is currently 

estimated) but, at this time it is premature to plan for such additional funding support 

until alternatives to address pension funding status are fully explored.

During the 2009-2014 timeframe, General Motors is also requesting funding support 

from certain foreign governments. Notably, the Company is presently in discussions with 

the Governments of Canada, Germany, United Kingdom, Sweden and Thailand, and has 

included an estimate of up to $6 billion in funding support to provide operating liquidity 

specifically for GM‘s operations overseas and additional amounts beyond the $6 billion 

to mitigate legacy obligations.

The dramatic change in the Company‘s financial outlook over the past 6 months 

demonstrates the industry‘s acute sensitivity to volume. As discussed previously, the 

Company‘s U.S. industry assumptions are conservative compared to other forecasts, well 

below levels experienced for most of this decade of approximately 17 million units, and 

below scrappage rates, estimated to be around 12.5 million units. If industry volumes 

recover more quickly, as a result of general economic stimulus or industry-specific 

measures (such as sales tax holidays), U.S. Federal TARP funding support could decline 

from $18 billion in mid-2009 to $13 billion in 2011, and be fully repaid by 2014.

10
3. Key Restructuring Plan Changes: December 2 versus February 17

Significant changes have occurred since General Motors submitted its plan to Congress 

on December 2. As a result, GM has undertaken even more aggressive action impacting 

both the scope of the restructuring efforts and the projected results.

3.1 External Changes—The economic outlook has deteriorated considerably in the past 

10 weeks. Whereas GM‘s December 2 Plan anticipated negative GDP growth (-1.0%) in 

the U.S. in 2009, the Company is currently projecting a (-2.0%) decline in GDP for the 

same period. Global GDP is now expected to also be negative in 2009 (-0.6%)—the first 

such decline in the post-World War II era. All regions have been revised downward with 

Western Europe, where General Motors has extensive operations, expected to decline by 

approximately (-1.8%) in 2009. Compared to external forecasts, General Motors‘ GDP 

assumptions are more conservative.

In combination with rapidly rising unemployment in the United States, these deteriorating 

economic conditions have had a chilling effect on consumer confidence and on 

automotive purchases in particular. Compounding the challenge is that the credit markets 

for consumer credit are still largely frozen, making it difficult for many consumers who 

have good credit ratings and who want to buy a vehicle to do so.

Oil price forecasts have also been revised downward compared to those assumed in the 

December 2 Plan, reflecting the lower current price levels. While the Company retains 

its long-term price view of $130 per barrel, and reflects this level from 2014 onward, 

somewhat lower interim oil and gasoline prices are reflected in this Plan update, and 

account for minor changes in industry mix during the 2009-2014 timeframe. General 

Motors‘ oil price assumptions are in line with, or somewhat higher than, external 

forecasts.

Finally, reflecting the change in GDP outlook noted above, the Company‘s outlook for 

industry sales has been lowered—significantly so in the 2009-2010 period. In December, 

General Motors projected for U.S. and global industry sales in 2009 of 12 million units 

and nearly 64 million units, respectively. The Baseline outlook for the U.S. has since 

been reduced to 10.5 million units, while the global industry outlook has been reduced to 

57.5 million units. The current global industry baseline volumes are now below the 

Downside volumes presented in December for both 2009 and 2010. These industry 

volume forecasts are conservative compared to outside forecasts.

Details on the current and prior projections for GDP, oil prices, industry volumes and 

select other economic indicators are presented in Appendix B.

3.2 Internal Changes—Changes to GM‘s restructuring Plan include revisions to market 

share and GM unit volume assumptions, scope and/or timing of select U.S. restructuring 

elements, and new restructuring initiatives under way at select foreign operations.

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The Company‘s market share outlook has been updated to reflect both resource-driven 

product portfolio changes and shifts in segment and country percent-of-total sales mix. 

For the Company‘s U.S. operations, the revised Plan projects U.S. share of 22.0% in 

2009, in line with 2008 actual, and an increase of 0.5 points versus the December Plan. 

On a global basis, GM‘s projected market share for 2009 declines slightly to 12.0%, 

down 0.4 points versus the December Plan.

As noted in the Executive Summary, the Company has reduced its industry outlook in all 

regions, and now utilizes a Baseline industry volume for the U.S. which is similar, in the 

near-term, to the Downside scenario contained in the December 2 submission. Table 1 

below presents Baseline, Downside and Upside scenarios utilized in this Restructuring 

Plan. 

Table 1: U.S. Industry Volume Scenarios

2009 2010 2011 2012 2013 2014

Downside

February 17 9.5 11.5 12.8 14.5 14.9 15.3

December 2 10.5 11.5 12.0 12.8 N/A N/A

Baseline

February 17 10.5 12.5 14.3 16.0 16.4 16.8

December 2 12.0 13.5 14.5 15.0 N/A N/A

Upside

February 17 12.0 14.3 15.8 17.5 17.9 18.3

December 2 12.0 14.0 15.5 16.2 N/A N/A

U.S. Industry Volumes (million units)

GM‘s Baseline volume outlook is relatively conservative compared to other external 

forecasts, which are included in Appendix B. Also, the Congressional Budget Office‘s 

most recent GDP forecast contain outlooks for employment and housing starts that, when 

incorporated into GM‘s econometric models, suggests similar industry volumes in 2009-

2010 and higher volumes (on the order of 1.3 to 1.5 million units annually) in the 2011-

2014 timeframe.

Combining current industry volume and GM share projections results in lower forecasted 

sales for GM in the U.S. and globally. Projected 2009 GM U.S. volumes of 2.3 million 

units are down by 270,000 units, or 11%, compared to the December 2 submission, while 

projected GM global volumes of 6.9 million units are down 960,000 units. 2010 and 

2011 Baseline volume projections also are below those contained in the December 2 

outlook, driving reductions in revenues and inventories. Additional details on GM‘s sales 

projections are contained in Appendix C. 

Related to the scope and/or timing of U.S. restructuring elements, further reductions in 

both nameplates offered and manufacturing capacity are now reflected, due to the lower 

volumes noted above. Specifically, 36 nameplates will be offered in 2012, 4 lower than 

indicated in the December 2 Plan and down 25% from 2008 levels. The number of U.S. 

manufacturing facilities has also been further reduced, to 33 in 2012 compared to 38 

envisioned in the December 2 submission. Related to these and other actions, total U.S. 

employment is expected to decline from approximately 92,000 hourly and salaried 

12
employees at year-end 2008 to 72,000 by 2012. Importantly, as noted earlier, the current 

Plan assumes an acceleration of labor cost competitiveness (with foreign manufacturers‘ 

operations in the U.S.) from 2012 to 2009.

The Company‘s Restructuring Plan is broad based, with total global employment 

expected to be reduced by over 47,000 employees over the course of the coming year, 

26,000 of which will come from outside the U.S. Regarding the Company‘s foreign 

operations, several initiatives are under way, briefly summarized as follows:

* Australia—Continued local production has become more challenging due 

to changes in market preferences. GM‘s local subsidiary (Holden) and 

the Australian government have developed a plan to bring to market a new, 

more fuel-efficient vehicle, with project funding provided by the 

Australian Government in the form of permanent grants. With this 

support, Holden is projected to be a viable operation, making a positive 

NPV contribution.

* Canada—The Canadian market as well as GM‘s Canadian operations 

(GMCL) are highly integrated into GM‘s overall North American strategy 

and operations. Approximately 90% of GMCL‘s production in 2008 was 

exported outside of Canada, primarily to the U.S. Approximately 88% of 

GMCL‘s domestic sales were imports from the Company‘s U.S. 

operations. The recent unprecedented industry volume downturn in North 

America, coupled with a gap in cost competitiveness related to both active 

employees and retirees (versus U.S. transplants), have accelerated the need 

to restructure the Company‘s Canadian operations in order to achieve 

long-term viability. 

 Discussions are well advanced with the Canadian Federal and Ontario 

Governments (related to securing long-term financial assistance to execute 

the necessary restructuring actions for long-term viability) and the

Company‘s Canadian Auto Workers (CAW) union (related to achieving 

competitive labor costs). Progress is being made on both fronts. 

Specifically, on the issue of competitive labor costs, the CAW has 

committed to achieving an hourly cost structure that is consistent with 

what is ultimately negotiated with the UAW. 

 Relative to the funding required to support GMCL‘s ongoing viability, 

progress has also been made with the Canadian Federal and Ontario 

Governments toward an agreement based on the principle of maintaining 

proportional levels of manufacturing in Canada and GMCL receiving 

long-term financial assistance proportional to the total support provided to 

GM by the U.S. Government. GMCL is continuing its dialogue with both 

its Unions and the Canadian Government with a target to finalize 

agreements on both funding support and competitive labor costs in March 

2009. 

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GM remains optimistic that both agreements can be completed by that 

time, which would support and sustain GM's long and rich history in 

Canada. The finalization of such agreements would enable GMCL to 

achieve long-term viability and enhance the value of General Motors. In 

the event agreements cannot be reached, GM will be required to reevaluate its future strategy for GMCL, as the subsidiary would not be 

viable on a stand-alone basis.

* Sweden/Saab—The Company has conducted a strategic review of its 

global Saab business and has offered it for sale. Given the urgency of 

stemming sizeable outflows associated with Saab operations, GM is 

requesting Swedish Government support prior to any sale. The Company 

has developed a specific proposal that would have the effect of capping 

GM‘s financial support, with Saab‘s operations effectively becoming an 

independent business entity effective January 1, 2010. While GM is 

hopeful that an agreement can be reached with the Swedish Government

to support this direction, the Saab Automobile AB subsidiary could file for 

Reorganization as early as this month.

* Europe—Europe is a highly competitive automotive market, and 

currently unprofitable for many vehicle manufacturers, and has a relatively 

costly restructuring environment. General Motors has engaged its 

European labor partners to achieve $1.2 billion in cost reductions, which 

include several possible closures/spinoffs of manufacturing facilities in 

high cost locations. In addition, GM is restructuring its sales organization 

to become more brand focused and better optimize its advertising spend.

General Motors is also in discussions with the German Government for 

operating and balance sheet support. A sustainable strategy for GM‘s 

European operations may include partnerships with the German 

Government and/or other European governments. The Company expects 

to resolve solvency issues for its European operations prior to March 31, 

2009.

* Asia-Pacific—Lower GDP and industry volume outlooks have prompted 

reconsideration of the pace of the Company‘s capacity expansion plans in 

India, which had been planned to be self-funded. In addition, two sizeable 

manufacturing expansion projects in Thailand—for tooling and assembly

of a new mid-sized pickup model, and for a diesel engine facility—are no 

longer feasible without support from the Government of Thailand and

local banks, or other partners, and are suspended indefinitely.

Consistent with the requirements of the Federal loan, the Company‘s Plan will make its 

foreign operations competitive and sustainable. 

14
4. Restructuring Plan: Federal Requirements

In its December 2 submission to Congress, General Motors summarized its considerable 

progress over the past few years related to product quality, productivity, and fuel 

efficiency, and in building a full range of striking, award-winning cars, crossovers, and 

trucks. There is more to be done in overcoming the gap between perception and reality

around these accomplishments, but General Motors remains focused on delivering the 

further improvements contained in this Plan. As noted in December, General Motors is 

investing significantly in reinventing the automobile, with emphasis being given to

further improving safety, increasing fuel efficiency and reducing America‘s dependency 

on foreign oil, and reducing green house gas emissions. 

4.1 Competitive Product Mix and Cost Structure—General Motors Restructuring Plan 

calls for rationalizing vehicle sales and marketing operations in the United States through 

reducing brands, nameplates and retail outlets. This will help to concentrate product 

development resources on ―fewer, better‖ entries, and generate more competitive dealer 

economics. 

Brands and Channels—The Company has committed to focus its resources primarily on 

its core brands: Chevrolet, Cadillac, Buick and GMC. Of the remaining brands, 

Pontiac—which is part of the Buick-Pontiac-GMC retail channel—will be a highly

focused niche brand. Hummer and Saab, stand-alone retail channels and brands, are 

subject to  ̳strategic reviews‘, including their potential sale. A Hummer sale or phase out 

decision will be made in Q1 2009, with final resolution expected for both no later than 

2010. Saturn will remain in operation through the end of the planned lifecycle for all 

Saturn products (2010-2011). In the interim, should Saturn retailers as a group or other 

investors present a plan that would allow a spin off or sale of Saturn Distribution 

Corporation (SDC), GM would be open to any such possibility. If a spin off or sale does 

not occur, it is GM‘s intention to phase out the Saturn brand at the end of the current

product lifecycle. 

Provisions have been made in the pro-forma financial statements for all brand-related 

restructuring costs related to an assumed phase-out of the Saturn, Saab and Hummer 

retail channels and brands, should a sale or spin-off prove unachievable. The impact of 

moving from six to three retail channels, and eight to four core brands will not only result 

in structural costs savings in areas such as marketing and human resources, but will 

enable GM to achieve greater focus on core brands and channels. The Company believes 

the ongoing effect of fewer brands to be limited in terms of unit sales, while improving 

profitability, as over 90% of the Company‘s U.S. aggregate contribution margin (revenue 

less variable cost) is derived from core brands. 

Nameplates—General Motors‘ product plan calls for a 25% reduction in the number of 

vehicle nameplates from today‘s levels by 2012. This reflects both the reduction in 

brands supported and continued emphasis on fewer, better, and better supported entries. 

As shown in Table 2, nameplates have declined from 63 in 2004 to 48 in 2008, and will 

be reduced further to 36 by 2012. 

15
Table 2: GM North American Marketing Strategy – U.S.

2000 2004 2008 2014

Dec. 2nd 

Plan

Revised 

Plan

Brands 9 8 8 5 5 5

Total Nameplates 51 63 48 40 36 36

Car/Crossovers 31 33 31 29 25 29

Trucks 20 30 17 11 11 7

Car/Crossovers (%) 61% 52% 65% 73% 69% 81%

New Vehicle Launches 10 14 7 12 5 10

GM North America Marketing Strategy - U.S.

2012

Consistent with the long-term outlook for higher oil prices, increasing fuel economy 

standards, and the Company‘s objective of fuel economy leadership, the mix of General 

Motors‘ nameplates will continue to shift in favor of more fuel efficient car and crossover 

entries. Approximately 70% of the Company‘s nameplates in 2012 will be cars or 

crossovers, increasing further to around 80% by 2014. Notably, all new vehicle launches 

in the United States during the 2009-2014 timeframe are cars or crossovers, a sampling of 

which is presented in Appendix D. Also, as will be discussed in Section 4.3, GM will 

bring to market many new fuel saving technologies during the Plan period, importantly 

benefiting the Company‘s very successful truck line-up. 

Dealers—Historically, the scope and size of the dealer body has been a strength of 

General Motors due to excellent customer access and convenience. As the industry has 

grown, so too has the competition. Due to the Company‘s long operating history and 

legacy locations, many GM dealerships now operate from outdated facilities that are also 

no longer in the prime locations required to succeed. As a result, the traditional strength 

of GM‘s broad dealer network in major markets has become a disadvantage for both the 

dealerships and the Company. GM has long recognized this issue and, since 1970, has 

reduced the U.S. dealer body by over 6,000 dealerships. Key drivers have been natural 

attrition, consolidation of franchises in smaller markets and, more recently, actions to 

phase out 2,800 U.S. Oldsmobile franchises and realign Buick, Pontiac and GMC into a 

single channel. Oldsmobile has been successfully concluded, and over 80% of BuickPontiac-GMC sales now come from aligned dealerships. With the exception of 

Oldsmobile, most dealer consolidation has utilized private capital rather than relying 

solely on GM funds.

To continue to address this issue, GM will accelerate the right-sizing and re-shaping of its

dealer network in major markets, increasing volume throughput in better locations. 

Fewer, better located dealerships increase dealer profits, allowing for recruitment and 

retention of the best retail talent and more effective local marketing initiatives. 

Improving the profitability of GM‘s independent dealers helps the Company by 

increasing sales, attracting private investment, and driving greater customer loyalty. In 

the major markets GM will continue to benchmark key locations, facilities, and 

throughput versus target competitors. The Company‘s objective is to have the right 

number of dealers in the right locations operated by the right entrepreneurs.

16
In small town markets, GM intends to preserve its historic and competitive strength. 

Right-sizing will evolve primarily from normal attrition and from dealer initiated 

consolidations which are a minimal cost to GM.

As noted in Table 3, from 2004 to 2008, GM dealerships declined by 15% (from 7,367 to 

6,246). Over the next four years, GM dealerships will be reduced at an accelerated rate, 

declining by a further 25% (from 6,246 to 4,700). Most of this reduction will take place 

in metro and suburban markets where dealership overcapacity is most prevalent. While 

current economic conditions have resulted in dealer attrition well above normal levels, 

the Company‘s Plan includes actions and investments necessary to achieve indicated 

targets. 

Table 3: Dealerships by Brand, Market Type and Throughput

2004 2006 2008 2009 2010 2011 2012 2013 2014

Total GM Dealerships 7,367 6,907 6,246 5,750 5,300 5,000 4,700 4,400 4,100

Major Market 4,062 3,884 3,513 3,100 2,800 2,600 2,400 2,200 1,925

Metro 2,339 2,330 2,036 1,890 1,640 1,570 1,400 1,250 1,100

Hubtown 1,723 1,554 1,477 1,210 1,160 1,030 1,000 950 825

Rural Market 3,305 3,033 2,733 2,650 2,500 2,400 2,300 2,200 2,175

2004 2006 2008 2009 2010 2011 2012 2013 2014

Metro Markets

Chevrolet 782 802 720 715 710 705 700 630 575

Throughput 1,071 918 666 597 713 844 975 1,186 1,365

Buick-Pontiac-GMC 241 336 332 415 395 370 350 310 285

Throughput 737 624 381 319 443 545 667 759 795

Cadillac 134 135 120 118 120 120 120 110 100

Throughput 469 453 355 348 474 535 664 923 1,310

Multi & Saturn, Saab, Hummer 1,182 1,057 864 642 415 375 230 200 140

Throughput 549 562 587 408 613 536 731 721 833

Hubtowns

GM Multi-Line (partial) 1,723 1,544 1,477 1,210 1,160 1,030 1,000 950 825

Throughput 421 388 320 293 363 460 529 585 685

Rural

GM Multi-Line (partial) 3,305 3,033 2,733 2,650 2,500 2,400 2,300 2,200 2,175

Throughput (Blended) 275 239 196 152 191 224 261 287 295

Dealerships

Dealerships By Brand, Market Type and Throughput

Retail outlets are independently owned and capitalized. As such, this effort is based on

individual negotiations on a market by market basis. The Company is accelerating its 

existing trend to consolidate and relocate dealerships, in many cases leveraging private 

capital. Dealers who relocate or who replace other dealers with their private capital 

expect an opportunity for adequate return on their investment. Exiting dealers generally 

expect GM‘s assistance with respect to their facilities and other dealership investments, 

such as new vehicles, parts, tools, and third-party long term contracts. 

Additional information on GM‘s U.S. brand and network plans are contained in 

Appendix E.

Cost Competitiveness—The focus on ―fewer, better‖ brands, nameplates and retail 

outlets will increase the Company‘s overall effectiveness—enhancing revenue, and 

17
providing further gains in product quality due to simplification in engineering and 

manufacturing operations. Such simplification contributes to GM‘s overall cost 

competitiveness over time, as have the Company‘s initiatives related to product 

development, manufacturing and labor cost, described in the following sections. 

Product Development—In 2005, General Motors completed a long-term 

initiative to transform the Company‘s operations from a collection of semi-autonomous 

regions into a cohesive global enterprise. This change is enabling GM to reap enormous 

benefits from its significant global scale. Whereas, historically, each of the Company‘s 

four regions managed their own product development (PD) activities, GM now manages

all product development activities globally. Working in concert with global purchasing 

and global manufacturing operations, the new PD organization has developed a 

succession of high-volume global vehicle architectures. 

Vehicles and powertrains are now planned, designed, engineered and sourced once for all 

markets. The benefit of this approach is that it maximizes economies of scale, leverages 

the best and most experienced engineering talent for a given class of vehicle, and lowers 

PD costs for all regions. Each architecture is configured to meet the needs of all vehicles 

to be built from it, including specific regional variants. GM‘s global architectures are 

flexible to meet changing market conditions and allow for different sizes and classes of 

vehicles to share assembly tooling and be built in the same facility. Only four automobile

companies appear to operate currently in this fashion, GM, Toyota, Honda and 

Volkswagen. Through the analysis related to a succession of potential cooperative 

ventures over the past 3 years, GM has confirmed that the Company‘s capabilities and 

economies of scale achieved from managing product development globally appear to 

significantly exceed those of most competitors. 

By 2012, over 50% of GM‘s U.S. passenger car sales will be derived from new, global 

architectures, and this increases to nearly 90% by 2014. The benefits to GM‘s U.S. 

operations include material cost savings, lower engineering and capital investment, and 

better and faster execution–all of which enable greater returns on investment. 

Manufacturing Productivity— General Motors is a leader in North American 

manufacturing productivity. According to The Harbour Report North America, the 

industry‘s competitive assessment study, General Motors has overtaken Toyota in North 

American vehicle assembly productivity. 

Table 4: North America Productivity – The Harbour Report

2000 2008* 2000 2008*

GM 26.75 22.19 4 11

Toyota 21.60 22.35 1 0

Hours Per Vehicle Segment Winners

North American Productivity - The Harbour Report

* Reflects 2007 performance; 2008 performance data will be available Q2 2009

As indicated in Table 4, in 2000, General Motors‘ productivity was clearly behind 

Toyota‘s North American assembly productivity levels. Considerable improvements in 

18
the Company‘s processes have been made since then, resulting in the Company now 

having eleven vehicle segment winners and three of the top ten assembly plants 

compared with none on both counts for Toyota. GM has also demonstrated 

improvements in stamping and powertrain operations, having five of the top ten most 

efficient engine plants and the overall leading automatic transmission plant.

Labor Cost—The lower hours per vehicle noted above, combined with negotiated 

changes to the Company‘s labor agreements in 2005 and 2007, have reduced total labor 

cost per vehicle by 26% from 2004 to 2008. Despite this improvement, GM still had a 

competitive disadvantage. Legacy costs figure prominently in the competitive gap, due 

in part to the far greater number of retirees GM supports with pension and health care 

benefits. GM spent over $100 billion on retiree benefits over the past 15 years, while the 

foreign competitors‘ transplant operations have not had commensurate obligations or 

commitments. Other competitive gap factors include the higher mix of indirect and 

skilled trade employees and the lower percentage of GM workers earning lower, Tier II 

wages compared to competition. 

In this regard, in the Company‘s December 2 submission, a commitment was made to 

resolve the competitive labor cost gap by 2012. The loan documents require GM to make 

progress sooner, specifically requiring General Motors and its Unions to make ―best 

efforts‖ to reach agreement in principle to closing the gap to competition by the end of 

2009. 

Since execution of the loan agreement, the UAW and GM‘s management have been in 

intense discussions relative to competitive improvements. Agreements concerning two 

items have been completed and are now being implemented. First, a special attrition 

program has been negotiated to assist restructuring efforts by reducing excess 

employment costs through voluntary incentivized attrition of the current hourly 

workforce. Second, the UAW and GM‘s management have also agreed to suspend the 

JOBS program, which provided full income and benefit protection in lieu of layoff for an 

indefinite period of time. 

In addition to the above, GM‘s management and the UAW have reached a tentative 

agreement regarding modification to the GM/UAW labor agreement. This tentative 

agreement is subject to ratification by the UAW membership. The terms of the tentative 

agreement are not being disclosed pending such ratification. 

These competitive improvements will further substantially reduce GM‘s labor costs and 

represent a major move to close the competitive gap with U.S. transplant competitors. In 

addition, GM and the UAW have agreed to improve competitive work rules, which will 

also significantly reduce labor costs.

While these changes materially improve GM‘s competitiveness and help the Company 

realize a substantial portion of the labor cost savings targeted in the financial projections, 

further progress will be required to achieve the full targeted savings. GM plans to report 

19
these changes to the U.S. Secretary of Labor who must certify GM‘s competitiveness 

relative to the U.S. transplants.

4.2 Compliance with Federal Fuel Economy and Emissions Regulations—General 

Motors is among the industry leaders in fuel efficiency, and committed to a wide variety 

of technologies to reduce petroleum consumption. Given the Company‘s long history as 

a full-line manufacturer, producing a wide variety of cars, trucks, and SUVs, the 

Company‘s contributions to significantly improving fuel economy are frequently not well 

understood. As indicated in Table 5, for the 2008 calendar year, the Company offers 20 

models obtaining 30 miles per gallons or more in highway driving, more than any other 

manufacturer. Included in this number is Chevrolet‘s all new Malibu which achieves 

better fuel economy than Toyota Camry.

Table 5: GM Fuel Efficient Models (Calendar Year)

2000 2004 2008 2014

Dec. 2nd 

Plan

Revised 

Plan

Models > 30 MPG (Highway) 8 8 20 24 23 33

Alternative Fuel Models (% of Sales) 2% 6% 17% 55% 61% 65%

Hybrid and Plug-In Models 0 2 6 15 14 26

GM Fuel Efficient Models

2012

General Motors has also been at the forefront in the development of alternative fuel 

vehicles, leveraging experience and capability developed around these technologies in the 

Company‘s operations in Brazil. Alternative fuels offer the greatest near-term potential 

to reduce petroleum consumption in the transportation sector, especially as cellulosic

sources of ethanol become more readily and affordably available in the United States. 

An increasing percentage of the General Motors sales will be alternative fuel capable 

offerings, increasing from 17% in 2008 to approximately 65% in 2014.

General Motors is also investing significantly in hybrid and plug-in vehicles, for both 

cars and trucks, and offers 9 hybrid models in 2009 (more than any other manufacturer), 

a number which will increase to 14 models in 2012 and 26 models in 2014. The 

Chevrolet Volt is included in this count, as are two additional models sharing the Volt‘s 

extended range electric vehicle (EREV) technology. With a majority of Americans 

driving their vehicles less than 40 miles per day, the Chevrolet Volt—providing up to 40 

miles on a single electrical charge—should be attractive to those seeking to use little if 

any gasoline. The development costs of high-technology vehicles like the Volt are 

significant, but so are the long-term benefits that come from increased energy efficiency 

and independence. Working together, the industry and the Federal Government can and 

should explore ways and means of accelerating the adoption of such fuel-saving 

technologies.

Specifically related to fuel economy, the Company has complied with Federal fuel 

economy rules since their inception in 1978, and is fully committed to meeting the 

requirements in the 2007 Energy Independence and Security Act (which specifies the 

20
2020 fuel economy requirement). Going forward, the Company will work closely with 

the Administration on future requirements, and work to meet them in the most cost 

effective way. Compliance with other regulatory schemes, including the California CO2

program, will be addressed as any such programs are finalized. General Motors will 

work with the Administration, and others, to develop any changes needed to the 

Company‘s product and financial plans to meet such additional requirements. 

As shown in Table 6, in the 2010-2015 model years, General Motors anticipates steadily 

improving fuel economy for both its car and truck fleets (the only exception being the 

2011 truck fleet, where, in part, a regulation change related to large SUVs and vans

reduces the Company‘s truck fleet average from the prior year). These fuel economy 

values include full usage of all credit flexibilities under the U.S. Corporate Average Fuel 

Economy program.

Table 6: GM Fleet Average Fuel Economy (Model Year)

2010 2011 2012 2013 2014 2015

Car 31.0 32.5 33.7 36.8 38.6 38.6

Truck 24.0 23.6 23.8 25.4 26.8 27.6

GM Fleet Average Fuel Economy (MPG)

Car values include both domestic and import car fleets; all values include full usage of all credit flexibilities under the CAFÉ program.

General Motors is committed to meeting or exceeding all Federal fuel economy standards 

in the 2010-2015 model years. The Company will achieve this through a combination of 

strategies, including: extensive technology improvements to conventional powertrains, 

and increased use of smaller displacement engines and 6-speed automatic transmissions; 

vehicle improvements, including increased use of lighter, front-wheel drive architectures; 

increased hybrid offerings, and the launch of General Motors first extended-range electric 

vehicle, the Chevrolet Volt in late 2010; portfolio changes, including the increasing 

car/crossover mix referred to previously, and dropping select larger vehicles in favor of 

smaller, more fuel-efficient offerings. 

Oil prices figure prominently in the attainment of these projected fleet average fuel 

economy results because they heavily influence consumer purchase decisions, as was 

evident in the second half of 2008 when oil prices soared to approximately $150/barrel. 

As the global economy faltered, and oil prices collapsed, consumer preferences shifted 

again, with truck purchases taking an increasing percentage of total sales.

4.3 Domestic Manufacturer of ‘Advanced Technology’ Vehicles—As noted in the 

Company‘s December 2 submission, General Motors fully understands and appreciates 

the challenges to energy security and the climate from increased global consumption of

petroleum. GM believes that as a business necessity it must do everything it can to help 

reduce the nation‘s petroleum dependency and greenhouse gas emissions, with an 

emphasis on fuel efficiency, bio-fuels and vehicle electrification.

In the December 2 submission, the Company highlighted that it would invest heavily in 

alternative fuel and advanced propulsion technologies during the 2009-2012 timeframe. 

This investment is substantially to support the expansion in hybrid offerings, and for the 

21
Volt‘s EREV technology. The Company is developing these and other technologies, 

shown in Chart 3, consistent with its objective of being the recognized industry leader in 

fuel efficiency.

Chart 3: GM Technology and Fuel Economy Leadership

One item of particular note is the Company‘s announcement on January 12, 2009 to 

construct a new manufacturing facility in the United States to build Lithium-Ion battery 

packs for the Chevrolet Volt. Lithium Ion batteries are an essential technology for 

electric vehicles to be viable and, more generally, an important energy storage capability 

for this country in the long run. Despite restructuring efforts that will reduce overall 

salaried employment levels in the United States, General Motors is increasing its 

investment in electric vehicle/Lithium-Ion battery development, with over 1,000 

engineers and technicians directly involved with this program.

The Company has already submitted two Section 136 applications to the Department of

Energy in support of various  ̳advanced technology‘ vehicle programs contained in 

General Motors product portfolio, which include some of the alternative fuel and 

advanced propulsion investment described above. These two requests combined total 

$8.4 billion, and a third application is planned for submission by March 31, 2009. 

The investments contained in this restructuring plan will allow GM to become a longterm global leader in the development of fuel efficient and advanced technology vehicles. 

In so doing, the Company will contribute to the development of this country‘s advanced 

manufacturing capabilities in line with the important, long-term emphasis on developing 

 ̳green‘ economic growth. 

4.4 Rationalization of Costs, Capitalization and Capacity—General Motors has been 

engaged in significant restructuring of its core North American business for the past few 

years, including significant plant closings, workforce reductions, and renegotiation of 

labor contracts with its unions. This Restructuring Plan contains accelerated labor cost 

parity with foreign manufacturers‘ operations in the United States, as discussed earlier in 

this report. The loan documents also require documentation of salaried cost 

competitiveness, the restructuring of the Company‘s VEBA obligations, and a conversion 

Current Medium Term Long Term

Underway Starting in 2012 CY Starting in 2015 CY

• Cylinder deactivation

• Direct injection

• Turbo-charging with 

engine downsizing

• 6-speed transmission

• E85 roll-out

• Gen 2 Belt-AlternatorStarter hybrids

• Gen 1 strong hybrids

• Extended Range Electric 

Vehicles (Volt)

• Variable valve timing

• Gen 2 strong hybrids

• Dry dual clutch 

transmission

• New 4 cylinder gas 

engines

• Potential compressed 

natural gas applications

• Additional Extended 

Range Electric Vehicles

• 2-step variable valve lift

• Fuel cell

• Lean combustion / 

homogeneous charge 

compression ignition gas 

engines

• Gen 3 hybrid systems

Bold represents Powertrain initiatives which favorably impact truck fuel economy

22
of two-thirds of the unsecured public debt to equity by year-end 2009. This section 

addresses those requirements, and provides an update on the scope of GM‘s North 

American manufacturing operations, structural cost outlook and breakeven point.

Salaried Competitiveness—Over the past several years, GM has significantly reduced 

the compensation cost of salaried employment in the U.S. Merit increases have been paid 

in only two of the past five years, and variable pay (well below target) has only been paid 

in three of the past five years. Additionally, there have been reductions in the level of 

benefits over the same time period. 

The Company has completed an analysis of salaried employee compensation in 

comparison with the domestic operations of Honda, Nissan and Toyota. This analysis, 

performed by Watson Wyatt, confirms that GM employees are paid at competitive rates, 

with salaries being slightly above the 3-competitor average (0.2%) but total cash 

compensation trailing by approximately 6%. Benefit comparisons with the three 

transplant competitors are not available. GM‘s internal analysis shows the Company 

does not exceed competitive benchmarks.

Between 2000 and 2008, GM has reduced the number salaried employees in the U.S. by 

40%. This Restructuring Plan includes a further reduction in GM salaried employees, 

globally, by approximately 10,000 (14%) compared to year-end 2008 levels. Most of this 

reduction is expected to occur in 2009, and will result in annualized savings of $1 billion. 

Historical and projected U.S. employment data is presented in presented in Table 7. 

More details are provided in Appendix F.

Table 7: GM U.S. Employment

2000 2004 2008 2014

Dec. 2nd 

Plan

Revised Plan

Hourly 146,026* 118,787* 62,403* 46,300 46,400

Salaried 49,348 41,464 29,650 26,250 26,250

Total 195,374 160,251 92,053 65,000-

75,000 72,550 72,650

GM U.S. Employment

2012

* These figures include headcounts for 2000-2008 for GM‘s subsidiary operations which were 

subsequently sold and not included in the December 2 submission figures.

Manufacturing Operations—General Motors has significantly reduced and 

consolidated manufacturing facilities in the past 8 years. Reflecting further productivity 

and manufacturing flexibility improvements, GM will achieve further reductions over the 

next 4 years. As indicated in Table 8, the Company reduced the total number of 

powertrain, stamping and assembly plants by 12 in the U.S. (from 59 in 2000 to 47 at 

2008 year-end), and has plans to idle an additional 14 facilities by 2012.

23
Table 8: GM U.S. Manufacturing Operations

2000 2004 2008 2014

Dec. 2nd 

Plan

Revised Plan

Powertrain, Stamping and 

Assembly Plants 59 64 47 38 33 32

Flexible Plants (Assembly) 22% 26% 60% 77% 83% 82%

GM U.S. Manufacturing Operations

2012

In addition to these consolidations, General Motors has been implementing an integrated 

Global Manufacturing Strategy, based on common lean manufacturing principles and 

processes. Implementation of this Strategy provides the infrastructure for flexible 

production in its assembly facilities where multiple body styles from different 

architectures can be built in a given plant. Also, GM‘s flexible powertrain facilities are 

capable of building multiple unique engine variants and transmission variants on the 

same machining and assembly line. As indicated in Table 8, assembly flexibility has 

tripled from 22% in 2000 to 60% in 2008, with a further increase to 82% planned by 

2014. Flexible manufacturing enables the Company to respond to changing market 

conditions more quickly and contributes to higher overall capacity utilization and lower 

and more efficient capital investment. These benefits are built into the pro-forma 

financial projections contained in this Plan.

Manufacturing consolidation initiatives, along with other, enterprise-wide cost reduction 

activities have produced significant reductions in the Company‘s structural costs. As 

shown in Chart 4, the Company‘s North American structural costs have been reduced 

from nearly $36 billion in 2006 to approximately $30 billion in 2008. 

Chart 4: GM North America Structural Cost Outlook

* 2008 data is preliminary 

Note: 2006 and 2007 data vary from numbers reported in the December 2 submission due 

to changes in GAAP classification of certain revenue and other income items previously 

reflected as structural cost offsets in-line with prior management reporting

35.6 

33.8 

30.4* 

26.3 25.0 24.0 24.0 24.0 24.0 

30.5%

30.0%

39.0%

30.8%

27.4%

24.8%

24.0% 23.3%

15%

20%

25%

30%

35%

40%

20

25

30

35

40

45

50

2006 2007 2008 2009 2010 2011 2012 2013 2014 SC as % of Revenue Structural Cost ($ Billions)

Annual Structural Cost Structural Cost as % of Revenue

24
By 2011, reflecting the positive impact of the initiatives and plans previously discussed 

(e.g., facilities, brand and nameplate reductions, headcount reductions, competitive work 

rules), GM‘s structural costs will decline by another $6 billion and remain at that level 

through 2014 despite an approximate 30% increase in factory unit sales over the 2010 

calendar year level. At these more normal levels of production and sales, the Company‘s 

structural cost—expressed as a percentage of revenue—will fall to approximately 24%, 

considerably lower than the roughly 30% level experienced in 2006 and 2007. 

Breakeven Volume—In the December 2nd submission, General Motors‘ Plan targeted 

breakeven operations (at the adjusted EBIT level) with U.S. industry volumes in the 

range of 12.5-13.0 million units, well below the 17+ million levels experienced for most 

of this decade, and below projected future volumes as well. With the further facility 

consolidations and other cost reductions incorporated in this revised Plan, the Company 

projects it will now lower its breakeven point to the equivalent of a U.S. industry SAAR 

(seasonal adjusted annual rate) of around 11.5-12.0 million units. 

Capitalization—On January 28, a draft term sheet for the conversion of both a 

substantial portion of the Company‘s VEBA obligations (50% or more) and current 

unsecured public debt (two-thirds or more) to equity was presented to the UAW and their 

advisors, and to the advisors to the unofficial committee of bondholders, followed by a 

revised term sheet on February 12. Pursuant to these terms, unsecured public debt on the 

Company‘s current balance sheet would be converted to a combination of new debt and 

equity, for a net debt reduction of at least $18 billion. In addition, the current VEBA and 

retiree ―Paygo‖ healthcare obligations having a present value of $20 billion would be 

converted into a new VEBA contribution schedule covering one-half of the current 

obligations, with the other half to be met with an equity ownership in GM by the VEBA 

trust. Under the term sheet proposal, a substantial majority of the pro-forma equity in 

General Motors would be distributed to exchanging bondholders and the UAW VEBA. 

At this moment, negotiations are progressing with the advisors to the unofficial 

committee of unsecured bondholders and due diligence regarding GM‘s financial 

conditions has commenced. A letter of understanding summarizing the progress to date 

on these discussions specific to the most recent term sheet is attached in Appendix G. 

Reflecting necessary filings with the SEC, and related review time, the bond exchange 

offer is now scheduled to commence in late March, consistent with required timeline. 

Closing—on both VEBA obligations and bond exchange—would follow judicial and 

regulatory reviews of the VEBA transaction, which should be complete in May of this 

year.

Discussions with representatives of the UAW VEBA have also been progressing, and due 

diligence is also proceeding. Similar to the unsecured bondholders, a letter of 

understanding summarizing progress to date related the VEBA discussions is also 

attached in Appendix G.

25
5. Restructuring Plan: Financial Viability and Federal Loan Repayment

The Company‘s current pro-forma financial outlook builds on the Restructuring Plan 

presented to Congress on December 2, incorporating updated economic and industry 

outlooks discussed earlier, performance requirements included in the loan documents, 

and new restructuring initiatives undertaken by General Motors both in the United States 

and in select foreign operations. The deterioration in both U.S. and global economic 

conditions stands out as the largest negative development since the prior Plan submission 

to Congress, significantly lowering near-term volumes and revenues, and significantly 

reducing asset values in the Company‘s pension plans. 

The accelerated and additional restructurings undertaken by General Motors partially 

offset these effects. Nonetheless, liquidity in the 2009-2014 Plan window—while 

steadily improving—is adversely impacted by industry volumes mirroring the 

Company‘s Downside scenario contained in the December 2 submission, requiring 

increased Federal support beyond that requested at that time. The specifics of the current 

outlook prompting GM‘s request for additional Federal support are presented later in this 

section. Appendix H outlines select Restructuring Plan‘s milestones.

As noted, volume remains the most significant variable in the Company‘s Plan, with the 

GDP and industry volume assumptions employed being quite conservative relative to 

outside forecasts, including those of the Federal Government. Any material improvement 

in the U.S. and global economies in 2009 and 2010, owing to a bottoming out of 

mortgage foreclosures, more normal credit flows (especially important to the automobile 

business) or Government stimulus programs, will have a significant beneficial impact on 

the Company‘s financial projections presented herein and, in turn, on the ultimate level 

and duration of Federal support ultimately needed. 

5.1 GMNA Financial Outlook—Table 9 presents a summary of key metrics for General 

Motors‘ North American operations for the period 2009-2014. Reflecting a strong 

product plan, and the restructuring initiatives described earlier in this report, the 

Company will achieve breakeven at the adjusted EBIT level in 2010 despite still 

depressed economic conditions. As industry volumes improve (although still below 

levels experienced earlier this decade), adjusted EBIT levels increase significantly—to 

over $3 billion in 2011, and to the $6.0-$7.6 billion level in the 2012-14 timeframe. 

26
Table 9: GM North America Key Metrics

($ billions) 2006 2007 2008 2009 2010 2011 2012 2013 2014

Industry Volume (mil. units) 20.2 19.6 16.6 13.0 15.2 17.1 18.9 19.4 19.8

Memo: U.S. Industry 17.1 16.5 13.5 10.5 12.5 14.3 16.0 16.4 16.8

GMNA Market Share 23.8% 23.0% 21.5% 21.1% 20.4% 19.5% 19.4% 19.3% 19.1%

GM Factory Unit Sales (000s) 4,928 4,487 2,615 3,187 3,521 3,933 4,023 4,097

Net Sales 116.7 112.4 67.6 81.3 87.9 97.0 100.1 102.9

Aggregate Contribution Margin 35.4 34.2 20.8 24.9 26.8 29.7 30.9 31.2

ACM as % of Net Sales 30.4% 30.4% 30.8% 30.7% 30.5% 30.6% 30.9% 30.3%

Structural Cost 35.6 33.8 26.3 25.0 24.0 24.0 24.0 24.0

SC as a % of Net Sales 30.5% 30.0% 39.0% 30.8% 27.4% 24.8% 24.0% 23.3%

0.3 0.2 (5.2) 0.3 3.2 6.0 7.3 7.6

(1.6) (1.5) (7.8) (2.6) 0.4 3.3 5.2 5.7

(3.2) (2.1) (8.2) 1.0 2.1 6.0 7.0 7.3

Actual Restructuring Plan

Adjusted Earnings Before Interest and 

Taxes (EBIT)

Adjusted Earnings Before Taxes 

(EBT)

Adjusted Operating Cash Flows 

(OCF)

* 2008 year-end financial data has not been released yet

In 2009, reflecting total U.S. industry volume (including medium and heavy duty trucks 

and buses) below a 10 million unit SAAR, 1st Quarter adjusted operating cash flow (OCF)

is expected to be ($10.8) billion, with all subsequent quarters generating positive adjusted 

cash flow. The 1st Quarter adjusted OCF result is directly related to a softer overall 

industry outlook and the Company‘s dramatic reduction in production (and hence dealer 

inventories) in the 1st Quarter. Adjusted OCF turns positive in 2010, increasing steadily 

over ensuing years owing to improved industry sales and the full effect of restructuring 

activities, reaching $7 billion in 2013-2014. 

Table 10: General Motors North America Adjusted Operating Cash Flow

2009 2010 2011 2012

N.A. Industry (million units)

Current Outlook 13.0 15.2 17.1 18.9

O/(U) December 2

 Baseline (1.8) (1.2) (0.4) 0.8

 Downside (0.3) 0.8 2.1 3.0

Adjusted OCF ($ billions)

Current Outlook (8.2) 1.0 2.1 6.0

O/(U) December 2

 Baseline (4.6) (1.9) (2.5) (1.3)

 Downside (1.7) 1.3 1.1 1.8

General Motors North America

Table 10 compares currently projected adjusted OCF for the Company‘s North American 

operations with that contained in the Company‘s December 2 Baseline submission. As 

noted, given the significant reductions in industry volumes, (which approximates the 

Downside sensitivity scenario in the December 2 submission), adjusted OCF has 

deteriorated by approximately $10 billion in the 2009-2012 period. The adjusted OCF 

deterioration is most pronounced in 2009, especially in the 1st Quarter where production 

activity has been dramatically reduced in line with depressed new vehicle demand, which 

effectively brought down U.S. dealer stock by over 100,000 units versus the Company‘s

27
December 2 submission. It is this severe industry deterioration that underlies the 

Company‘s request for Federal loan support described in Section 5.4.

5.2 GM Global Financial Outlook—Overall global financial results generally are 

expected to develop along the same lines as the Company‘s North American operations, 

with breakeven adjusted EBIT reached in 2010 and improving over the Plan window, 

exceeding $10 billion in 2013 and 2014, as indicated in Table 11. 

Table 11: GM Global Metrics

($ billions) 2006 2007 2008 2009 2010 2011 2012 2013 2014

Industry Volume (mil. units) 67.6 70.7 67.2 57.5 62.3 68.3 74.3 78.6 82.5

GM Wholesale Volume (mil. units) 8.4 8.3 7.2 5.4 6.3 6.9 7.7 7.9 8.0

GM Market Share 13.5% 13.3% 12.4% 12.0% 12.7% 12.7% 13.0% 13.0% 12.6%

Net Sales 171.2 178.2 111.2 130.1 142.4 158.1 160.6 162.1

Aggregate Contribution Margin 52.9 54.9 33.4 40.0 44.3 49.5 50.5 50.4

ACM as % of Net Sales 30.9% 30.9% 30.0% 30.7% 31.1% 31.3% 31.4% 31.1%

Structural Cost 52.9 53.5 43.3 40.0 39.6 40.2 40.4 40.3

SC as a % of Net Sales 30.9% 30.1% 39.0% 30.8% 27.8% 25.5% 25.2% 24.9%

Adjusted EBIT 0.8 1.2 (10.2) 0.3 5.1 9.4 10.3 10.6

Adjusted EBT (1.6) (0.7) (14.2) (5.0) (0.1) 4.3 5.9 6.2

Adjusted OCF (4.4) (2.4) (14.0) (3.8) (0.6) 6.6 6.5 6.4

Actual Restructuring Plan

* 2008 year-end financial data has not been released yet

Adjusted operating cash flows approach breakeven levels in 2011, and improve to in 

excess of $6 billion in the 2012-2014 period reflecting both improving industry volumes 

and the full-effect of the global restructuring initiatives. While all regions are cash flow 

positive, on an adjusted basis, in this timeframe, GM‘s North American operations are the 

most significant contributor to this result. Detailed financial projections are provided in 

Appendix I. 

GM Europe—Similar to the U.S., the Company‘s European operations are also expected 

to produce significant negative earnings and cash flow in 2009 and 2010. Reflecting a 

very strong product program, and significant reductions in structural costs (including 

significant manufacturing consolidation and labor cost savings), GM‘s operations in 

Europe are expected to produce positive financial results in 2011-2014. The principal 

issue for GM in Europe is the near-term lack of liquidity, solutions for which are 

presently being discussed with select European governments.

5.3 Financial Viability—One important measure of determining long-term viability is 

whether the Company has positive Net Present Value (NPV). Based on the assumptions

and methodology set forth in Appendix J, Evercore Partners has performed a discounted 

cash flow (DCF) analysis of the GM Restructuring Plan as part of the submission to the 

U.S. Department of the Treasury. This analysis resulted in an estimated net present value 

(NPV) of GM after giving effect to the implementation of the Restructuring Plan, 

calculated as the estimated Enterprise Value of GM less the estimated Net Obligations of 

GM as of December 31, 2008 (Valuation Date). 

28
The Enterprise Value of GM was calculated as the estimated value of GM‘s operations on 

a going concern basis taking into account the projected operating cash flows of the 

business (Core Enterprise Value) adjusted for (i) the estimated value of GM‘s 

investments in unconsolidated subsidiaries (including GMAC and GM‘s joint ventures in 

China) and the present value of expected asset sales and of the asset carve-out from 

GMAC (ii) the present value of estimated cash outflows from GM to Delphi and other 

estimated cash restructuring costs, and (iii) the estimated value of GM‘s minority 

interests.

The Net Obligations of GM were calculated as the sum of (i) GM‘s total debt less cash in 

excess of the amount required for working capital, plus (ii) the present value of expected 

cash contributions by GM to U.S. and international pension funds, plus (iii) the present 

value of the VEBA obligations. 

The NPV analysis was performed pro-forma for (i) the effects of the two-thirds reduction 

in public unsecured indebtedness, and (ii) a 50 percent reduction in the VEBA. The 

valuation analysis is presented as of December 31, 2008 and is based on projections and 

other information provided by GM management as well as publicly available information. 

Based on the Baseline Scenario financial projections developed to reflect the GM 

Restructuring Plan, Evercore estimated that the Enterprise Value falls within a range of 

approximately $59 billion to $70 billion, with a midpoint of $65 billion. Evercore 

estimated that Net Obligations as of the Valuation Date fall within a range of 

approximately $54 billion to $57 billion, with a midpoint of $55 billion, implying an 

estimated NPV range for GM of approximately $5 billion to $14 billion, with a midpoint 

of $9 billion. 

The NPV range does not reflect the incremental value that may be generated by balance 

sheet restructuring actions in Canada and Germany which are anticipated to have an 

incremental positive effect on the NPV analysis. In addition, the U.S. Hourly and 

Salaried Pension plans are reflected as an $8-9 billion liability in the NPV analysis and 

GM is currently reviewing various options to mitigate this impact.

In addition to the Baseline Scenario, Evercore analyzed Upside and Downside Sensitivity 

Scenarios as described in Section 3.2. Using a comparable methodology to the Baseline 

Scenario, and based on the Upside Sensitivity Scenario financial projections, Evercore 

estimated that the NPV range would increase to approximately $30 billion to $41 billion, 

with a midpoint of $35 billion. Based on the Downside Sensitivity Scenario financial 

projections, the estimated NPV is negative.

Appendix J sets forth the assumptions and valuation methodology used by Evercore to 

calculate the NPV of GM. 

5.4 Liquidity—While the Restructuring Plan shows positive NPV, more challenging U.S. 

and global economic conditions and reduced industry vehicle demand result in higher 

liquidity requirements than anticipated in the December 2 Baseline outlook. The current 

global liquidity outlook for General Motors retains the level of targeted cash balances of 

29
approximately $11-14 billion identified in the December 2 submission necessary to 

support the normal conduct of business. Adjusted operating cash flows are impacted by 

special items, such as restructuring costs or additional pension fund contributions, VEBA 

contributions (which assumes 50% conversion to equity), scheduled debt repayments

(which assumes two-thirds conversion to equity of the unsecured public debt), loans or 

other support from foreign governments to the Company‘s local operations, and assumed 

Section 136 support. Projected Federal support is also noted. Table 12 summarizes these 

flows for the 2008-2014 timeframe.

Table 12: GM Global Cash Flow

2008* 2009 2010 2011 2012 2013 2014

Adjusted Operating Cash Flow (14.0) (3.8) (0.6) 6.6 6.5 6.4 

Special Items#

(4.1) (1.4) (0.5) (0.3) (5.8) (6.3)

GMAC and Related 1.1 0.6 0.5 0.2 0.2 0.2 

VEBA Contributions - (1.1) (1.1) (1.1) (1.1) (1.1)

Debt /Foreign Gov't. Financing, Maturities 2.3 1.7 (5.3) (3.2) (3.6) (2.7)

Section 136 Funding** 2.0 2.0 1.8 1.4 0.5 -

Pension Funding - - - - 5.9 6.4 

U.S. TARP Funding 12.0 2.0 4.5 (3.0) (2.9) (2.9)

Other (0.1) (0.2) - - - -

Net Cash Flow (0.8) - (0.7) 0.5 (0.4) -

Memo: Cash Balance 13.3 13.3 12.6 13.1 12.7 12.7 

Memo: U.S. TARP Balance+ 16.0 18.0 22.5 19.5 16.6 13.7 

($ billions)

GM Global Cash Flow

* 2008 year-end financial results have not been released. 

** GM has submitted two applications, and will be submitting an additional application before March 31, seeking in total more 

than the $7.7 billion shown. Funding GM's applications at this level is subject to available funds and government approval. 

Assuming future funding of the Section 136 program, GM will consider additional project applications.

# Includes restructuring costs, Delphi, asset sales, U.S. pension contributions + excludes $0.7 billion of warrant note and $0.9 

billion of GMAC note

As previously noted, tough economic and industry conditions contribute to significantly 

unfavorable adjusted Operating Cash Flow (OCF) of ($14) billion in 2009, with liquidity 

further pressured due to special items, primarily restructuring costs. The Company 

anticipates offsetting these cash outflows through debt/foreign government funding, 

Section 136 loans and increased TARP funding support of $16-$18 billion in the 2009 to

2010 timeframe (in addition to $0.7 billion warrant and $0.9 billion GMAC notes). 

Adjusted OCF improves significantly in 2010-2011 (approaching breakeven by 2011), 

and special item-related costs are greatly reduced. However, scheduled debt repayments

begin, including the paydown of the U.S. secured bank revolver facility in 2011 and cash 

contributions to the VEBA in 2010. To maintain adequate cash balances during the 

beginning of a global economic and industry recovery, additional funding from foreign 

governments, Section 136 facilities and the Federal TARP program are assumed. By 

year-end 2011, Federal TARP funding support increases to a total of $22.5 billion.

During the 2012-2014 period, industry and GM volumes—while not yet at levels 

experienced earlier this decade—contribute to adjusted OCF of approximately $6 billion 

annually. Absent any special items under the Baseline scenario, this level of adjusted 

operating cash flow would service the ongoing VEBA obligations and scheduled debt 

repayments, and enable partial repayment of Federal support. In fact, the Baseline 

30
liquidity forecast anticipates making a partial repayment of Federal TARP funding 

support in 2012 ($3 billion) with full repayment by 2017. 

Pension Fund Status—As noted earlier, asset values have declined significantly over the 

last 6 months, especially so over the last quarter. Table 13 below tracks the value of 

GM‘s obligations and pension fund assets for the 2005–2008 period, according to the 

metrics prescribed by Generally Accepted Accounting Principles (GAAP).

Table 13: U.S. Pension Funds

2005 2006 2007 2008* Est. 

10/31/08**

57.2 56.9 58.1 66.5

64.2 68.5 69.8 55.5

7.0 11.6 11.8 (11.1) (3.0)

112% 120% 120% 83%

30.2 27.4 26.0 30.4

30.7 32.9 34.2 28.7

0.5 5.6 8.2 (1.7) 1.2

102% 120% 132% 95%

87.4 84.2 84.1 96.9

95.0 101.4 104.1 84.2

7.5 17.1 20.0 (12.7) (1.8)

109% 120% 124% 87%

Funded Status (%)

$ Billions

Hourly Plans

Projected Benefit Obligation

Plan Assets

Surplus / (Deficit)

Funded Status (%)

Salaried Plans

Projected Benefit Obligation

Plan Assets

Surplus / (Deficit)

Total U.S. Qualified Plans

Projected Benefit Obligation

Plan Assets

Surplus / (Deficit)

Funded Status (%)

* Preliminary estimate subject to finalization of valuations 

** Non-GAAP estimates provided in December 2 submission

As indicated, GM‘s pension funds have been consistently over-funded in 2005 – 2007 

timeframe. The most recent internal estimate available prior to the December 2 

submission (an estimate as of October 31, 2008) indicated the combined funds were 

under-funded, but not to the extent that the Company expected any significant near-term 

contributions. As of December 31, 2008, the recent declines in market values indicate on 

a preliminary basis (subject to final valuation) an under-funded status of approximately 

$12-13 billion. The funded status of the pension plan under GAAP is subject to many 

variables, including asset returns and discount rates. For example, a 25 basis point 

discount rate increase at the end of 2008 would have reduced the Hourly Plan Projected 

Benefit Obligation (PBO) by approximately $1.4 billion and the Salaried Plan PBO by 

approximately $0.7 billion.

Pension funding requirements are dictated by a set of rules different than those imposed 

by GAAP accounting. Nevertheless, assuming the interest rates remain at December 31, 

2008 levels and pension fund assets earn 8.5% annually going forward, the Company 

may need to make significant contributions to the U.S. Hourly Pension Plan in the 2013-

2014 timeframe. At this point, it is premature to conclude that the Company will need to 

make additional pension contributions in 2013 and 2014. General Motors is currently 

analyzing its pension funding strategies. In view of significant negative asset returns in 

2008 for most U.S. corporate pension plans, it is likely that the majority of U.S. 

corporations will re-evaluate funding strategies for their defined benefit plans.

31
Loan Sensitivities—Appendix I presents the Company‘s financial projections in detail. 

No assumption has been made in the financial projections to take advantage of the 

inevitable recovery in capital markets, especially as the flow of credit is stabilized and 

economic conditions recover. As the Company‘s Restructuring Plan takes root, and 

earnings and cash flow improve, General Motors should be able to access the capital 

markets, thereby reducing the level of Federal funding support currently projected. 

The industry‘s sensitivity to economic conditions also bears repeating. Table 14 contains 

U.S. TARP loan balances associated with the Baseline, Upside and Downside sensitivity 

that are set out in Table 1 and Appendix B. Under the Company‘s Upside sensitivity 

scenario, which just a year ago was in line with external forecasts, Federal TARP support 

of $13 billion would be needed in 2011, with full repayment occurring in 2014. 

Table 14: U.S. TARP Loan Balance Under Various Volume Scenarios

2009 2010 2011 2012 2013 2014

Upside Sensitivity 12.0 10.5 13.0 3.5 1.0 -

Baseline Scenario 16.0 18.0 22.5 19.5 16.6 13.7

Downside Sensitivity 18.0 22.0 29.0 28.5 30.1 29.7

U.S. TARP Loan Balance ($ Billions)

The Company has also done a Downside sensitivity scenario with lower U.S. and global 

volumes. Under this scenario, Federal TARP funding support could grow to about $30 

billion by 2011. 

5.5 Key Risks—As with any plan, there are certain key risks that threaten full 

implementation and require close attention. For General Motors‘ Restructuring Plan, 

these risks are summarized as follows:

* Supply Chain—Large production cuts, especially in Q1 2009, have severely 

affected cash flow and liquidity for the automotive supply chain. Suppliers are 

working diligently to reduce costs and breakeven points and conserve cash, but 

there is a limit to what can be done in the short term. Suppliers face the 

additional challenge of many of their lenders being reluctant to include 

domestic OEM receivables in their borrowing base calculations because of 

concerns about OEM viability, impairing supplier liquidity when it is most 

needed. Finally, some suppliers face the possibility of a ―going concern‖ 

qualification from their auditors based in part on their receivable exposures. 

Going concern qualifications can trigger loan and bond defaults and make 

raising new capital nearly impossible, placing the survival of the affected 

supplier in jeopardy.

To address these issues, the Company proposes that the Government create a 

credit insurance program, or a government sponsored factoring program, for 

OEM receivables. The program would work as follows: the Government 

would agree to guarantee OEM receivables up to a certain limit, the OEMs 

would select participating credit insurance providers, or supply chain financing 

32
providers, based on a competitive process, and suppliers would enroll in the 

program as they deem necessary, and pay insurance and processing fees. The 

Company estimates its requirements for such a program at approximately $4.5 

billion through 2011 for direct material and logistics suppliers, with eligible 

GM receivables limited to those associated with the supplier‘s U.S.-based 

manufacturing operations. GM believes the program needs to be in place by 

March 2009 as there will be significant working capital requirements to 

support the planned increase in the GM production schedule, following very 

low production levels in January and February. This proposal guarantees 

eventual payment of the affected receivables, allowing suppliers access to 

financing.

The proposed program is simple to set up and inexpensive to administer, and 

quickly and effectively addresses supplier liquidity issues. It would 

significantly improve the availability of private capital to the supply base 

without direct Government outlay, most likely avoiding a wave of supplier 

bankruptcies and disruptions in the shared automotive supply chain. As GM 

demonstrates its viability, as suppliers restructure and consolidate in an orderly 

fashion, and as GM migrates its supply base to suppliers with the highest longterm viability, the need for the program would be reduced and eventually 

eliminated, without expense to the Government. More on GM‘s efforts related 

to supply chain development is contained in Appendix K.

* Delphi—The Company‘s revised Plan includes near-term liquidity support and 

other commitments to Delphi based on current agreements between the 

Company and Delphi. In addition, the revised Plan contemplates the purchase 

of certain sites from Delphi that represent an important source of supply for the 

Company and potential incremental liquidity support as part of reaching an 

agreement with Delphi on this purchase. 

Delphi is also seeking to address its underfunded pension plans and to secure 

exit financing to successfully emerge from bankruptcy. Based on current 

agreements with Delphi, the Company is required to absorb the remaining 

hourly pension plan only under certain conditions, which are not currently 

expected to be met. Also, the Company has no obligation to absorb Delphi‘s 

salaried pension plan. As such, the Federal loan support outlined in the 

Company‘s revised Plan does not contemplate the transfer of either the hourly 

or salaried pension plans to the Company. Delphi is unlikely to be able to 

support these underfunded pension plans going forward and may need to 

terminate these plans, which would impact the PBGC. 

A portion of Delphi‘s exit funding needs would be satisfied through the 

proceeds stemming from the sale of sites to the Company. However, given 

current capital market environments, it is uncertain whether Delphi will be able 

to raise the balance of the funding necessary to exit bankruptcy. If Delphi is 

unsuccessful in addressing its underfunded pension plans and raising exit 

33
financing, it would represent a significant risk to the Company‘s revised Plan. 

In this event, the Company would consider alternative strategies, including 

utilizing other sources of supply, albeit requiring some lead time to 

accomplish.

* Bond Exchange—Approximately $1 billion of annual interest expense savings

is assumed in the Plan, based on conversion of two-thirds of the Company‘s

outstanding unsecured public debt to equity. As noted previously in this report, 

the timetable to execute this complex transaction is compressed in light of the 

required timing objectives. A successful bond exchange will require several 

key elements and events to fall into place in order to avoid a bankruptcy filing. 

The Company remains convinced bankruptcy would be protracted with a 

significant possibility that exit would not be achieved.

* VEBA Restructuring—As noted, a successful conversion of 50% of current 

obligations under the VEBA settlement agreement is assumed in the Plan, 

yielding $1.4 billion in cash savings in 2009. The Company is in discussions 

with the UAW and counsel representing the class of GM-UAW retirees on 

modifications to the VEBA settlement agreement that satisfy the loan 

agreement and meet the requirements of the Plan. Any such agreement will 

require court approval and, in all likelihood, will be tied to a successful bond 

exchange.

* Section 136 Loans—The Company‘s Plan assumes $7.7 billion in Section 136

funding. The Department of Energy has indicated any such loans will also be 

conditioned on the finding of the U.S. Department of the Treasury around the 

long-term viability of General Motors. However, the total amount of proceeds 

may be lower than assumed in the Company‘s Plan, as these proceeds are 

subject to the total size of the program and to the approval of the specific 

projects included in the applications.

* Asset Sales—The Plan assumes planned sale of AC Delco‘s Independent 

Aftermarkets business and the Strasbourg Transmission Plant in France for 

total estimated proceeds of $1.5 billion in 2009. Negotiations are well under

way with potential purchasers. In the event of any delays in the sale process, 

or lower than estimated proceeds, the Company will need additional liquidity 

in 2009.

* GMAC—In December 2008, the Federal Reserve approved GMAC‘s 

application to become a Bank Holding Company and the U.S. Department of 

the Treasury made a $5 billion TARP investment in GMAC. This was an 

important and positive development not just for GMAC, but as well for 

General Motors given the role GMAC plays in the everyday conduct of the 

Company‘s business. This action, as well as GMAC‘s successful bond 

exchange, leaves GMAC significantly better positioned to be competitive over 

the long-term. As a result of these developments, at year end 2008 GM and 

34
GMAC were able to launch special financing programs for select 2008 and 

2009 models. 

Nevertheless, the ongoing lack of liquidity in credit markets continues to create 

difficulties for GMAC in securing funding for its automotive assets. Even 

programs such as TALF have not provided a funding benefit to GMAC since 

participation requires that securities be rated AAA, and rating agencies are not 

willing to provide the required rating level while GM‘s situation remains 

unresolved. Should the rating agencies continue to take this view, even after 

GM submits its Viability Plan, and potentially receives Federal Government 

support, the continued lack of funding will have a substantial negative impact 

on GMAC‘s ability to provide both retail and wholesale funding in the U.S. 

and Canada, and consequently on GM‘s ability to sell cars and trucks in these 

markets. 

* Foreign Government Support—Terms and conditions of the U.S. Federal 

loans essentially limit the Company‘s ability to manage cash on a global basis, 

which has been its historic operating model. As a result, any foreign 

operations of the Company that are significant net users of cash during the Plan 

timeframe need to restructure and/or obtain support from their host 

governments. Many such initiatives are under way, assumed to yield $6 billion 

by 2010. However, there can be no assurances that this funding will be 

provided by these foreign governments. 

These are in addition to the risks related to industry volumes (related to economic 

recovery, credit availability, and consumer confidence), GM share and pricing (related to 

the success of GM‘s product plan and brand and channel restructuring), and GM‘s 

various cost reduction initiatives. These issues and the associated risks have already been 

extensively discussed.

5.6 Form of Government Funding—In view of the uncertain economic environment 

and the risk factors outlined above, the Company requests the U.S. Government consider 

funding GM with a combination of secured term debt, a revolving line of credit and 

preferred equity. Specifically, the difference in the Federal funding requirement between 

the Baseline scenario and Downside sensitivity scenario (i.e., the difference between the 

$30 billion downside and the $22.5 billion baseline funding requirements) could be met 

with a secured revolver facility ($7.5 billion). The collateral used to support the current 

$13.4 billion U.S. Department of the Treasury term loan could be used to support this 

proposed $7.5 billion secured revolver facility and a $6 billion term loan. The remaining 

$16.5 billion of funding requirements could be met with a preferred share investment by 

the U.S. Government into the Company. Chart 5 illustrates this potential funding mix.

35
Chart 5: Potential Funding Mix

The proposed $16.5 billion preferred equity investment would provide medium term 

funding and would also provide the U.S. taxpayer with a higher rate of return 

commensurate with the higher returns TARP receives on preferred equity investments in 

financial institutions. Under Baseline industry volumes, the proposed Federal loans 

would be substantially repaid by 2013, and the proposed preferred equity investment 

would be repaid by 2017 assuming no U.S. pension contributions are required. 

The Company believes that it is important to review the Plan with the U.S. Department of 

the Treasury and engage in a dialog regarding the amount, form and term of the Federal 

funding, taking into account the risks, opportunities and taxpayer protection. The above 

mix of funding represents one concept that can be the basis for dialog.

5.7 Bankruptcy Considerations—As noted in the General Motors‘ December 2 

submission, some industry observers have suggested bankruptcy is a reasonable, if not 

preferred, restructuring option—allowing for a more all-encompassing resolution of the 

Company‘s liabilities than otherwise possible. It has also been suggested that a 

bankruptcy proceeding can be quick, allowing the new company to be up and running in 

a matter of weeks.

―Quick‖ has seldom been the pace of bankruptcy proceedings in this country. Based on 

data supplied by Lakeview Capital, of 159 cases completed since 1995 involving 

companies with assets of $1 billion or greater, only 4 cases (3%) exited bankruptcy in 90 

days or less. The vast majority of these cases took one year or more, with one-third 

taking two years or more. The size and scope of General Motors makes it unique relative 

to this sample, suggesting a longer versus a shorter duration.

The more important consideration is revenue loss. All research indicates bankruptcy 

would have a dramatic impact on GM sales and revenue. According to CNW Market 

Research, more than 80% of consumers intending to purchase a new vehicle (during the 

following 6 months) would not do so from a company that filed for bankruptcy. In the 

case of Daewoo Motor, this company experienced a permanent 40% reduction in 

business in South Korea following a two-year restructuring. If the South Korean market 

was as competitive as the U.S., Daewoo‘s revenue loss would likely have been far greater. 

16.5

6.0

7.5

0.0

5.0

10.0

15.0

20.0

25.0

30.0

To Be 

Secured by 

Existing 

Collateral

Secured 

Revolver

Secured 

Term Loan

Preferred 

Investment

Baseline 

Funding $ Billion

Downside 

Funding

36
GM has attempted to model the potential cost and benefits of various bankruptcy 

scenarios. Although any model requires simplifying assumptions, which inherently cause 

them to understate various risks, the analysis confirms that a restructuring process outside 

of bankruptcy is highly preferable for all constituencies. The Company‘s detailed 

analysis of bankruptcy scenarios, compared to the proposed Restructuring Plan, is 

contained in Appendix L. 

5.8 Other Considerations—While this Plan is confined to the significant value created 

through restructuring of General Motors‘ business, there is unquestionably additional 

value that could be obtained through consolidation of the domestic industry. The 

Company has been involved in very detailed evaluations of consolidation potentials over 

the past few years, and its capabilities—for example, purchasing—most often are the 

lever pulled to create joint value. The recent, rapid deterioration in economic conditions 

have made investment in the up-front costs associated with such consolidations an 

obviously lesser priority than addressing the immediate restructuring needs of General 

Motors. If the U.S. Department of the Treasury desires to explore the topic of industry 

consolidation, the Company would certainly be prepared to share its thoughts. 

6. Summary

General Motors submits a Plan that is aggressive, comprehensive and doable, and also 

one that is responsive to changing economic and industry conditions, since December 2. 

The Plan achieves a positive NPV under the Baseline volume assumptions demonstrating 

support that GM will be viable for the long-term. Funding requirements are addressed in 

this Plan, with ongoing negotiations of the conversion of GM‘s VEBA debt obligations to 

equity and working to a timeline that has the bond exchange offer commencing before the 

end of March. 

The Company believes this Plan puts its business, both in the United States and around 

the world, on sound, sustainable and competitive footings. It builds on demonstrated, 

world class capabilities in design, engineering, fuel efficiency, purchasing and 

manufacturing, importantly closing competitive cost gaps and resolving long-standing 

legacy cost issues that have contributed to unsupportable debt levels. 

The Plan is based on conservative assumptions, more so than many well-regarded outside 

forecasts. 

Importantly, the Plan requires considerable sacrifices from all stakeholders—unions, 

bondholders, dealers, suppliers, retirees, active employees and executives. Regarding 

executives, significant compensation reductions were contained in the December 2 

submission, including a $1 per year salary and retainer for the Company‘s CEO and 

Board Members, respectively, for 2009. This Plan further reduces salaries by 20-30% for 

the next four most senior officers, 10% for all other U.S. executives, and reduces 

retirement benefits for retired executives by a comparable amount, for the MayDecember 2009 period. Reductions in certain other benefit programs will also take effect 

on May 1, 2009. 

37
There is considerable detail and support behind GM‘s Plan, and the Company expects to 

discuss the Plan at length with the U.S. Department of the Treasury. These discussions 

will be important not only to building confidence in the Plan, and enlisting Federal 

support with various stakeholders, but as well to the U.S. Department of the Treasury‘s 

view of deliverables for the progress report on the Plan required by March 31. This 

progress report is a significant event, as it is the basis for the issuance of the  ̳Plan 

Completion Certificate‘ to Congress, which signifies long-term viability.

The Company extends an open invitation to the U.S. Department of the Treasury to visit 

General Motors to view first-hand the many product programs, advanced propulsion 

technologies, lean manufacturing facilities, and its capable and energized workforce. 

Respectfully submitted,

General Motors Corporation

38
EXCHANGE OFFER INFORMATION

In connection with the proposed public exchange offers General Motors plans to file 

documents with the Securities and Exchange Commission, including filing a Registration 

Statement on Form S-4 and a Schedule TO containing a prospectus, consent solicitation 

and tender offer statement regarding the proposed transaction. Investors and security 

holders of GM are urged to carefully read the documents when they are available, 

because they will contain important information about the proposed transaction. Investors 

and security holders may obtain free copies of these documents (when available) and 

other documents filed with the SEC at the SEC‘s web site at www.sec.gov or by 

contacting Nick S. Cyprus at (313)556-5000.

GM and its directors and executive officers may be deemed participants in the solicitation 

of proxies with respect to the proposed transaction. Information regarding the interests of 

these directors and executive officers in the proposed transaction will be included in the 

documents described above. Additional information regarding the directors and 

executive officers is also included in GM's proxy statement for its 2008 Annual Meeting 

of Stockholders, which was filed with the SEC on April 25, 2008, and additional 

information is available in the Annual Report on Form 10-K, which was filed with the 

SEC on February 28, 2008, respectively. 

SAFE HARBOR PROVISION

In this Plan, General Motors uses words like ―may,‖ ―will,‖ ―would,‖ ―could,‖ ―should,‖ 

―believe,‖ ―estimate,‖ ―project,‖ ―potential,‖ ―expect,‖ ―plan,‖ ―seek,‖ ―intend,‖ 

―evaluate,‖ ―pursue,‖ ―anticipate,‖ ―continue,‖ ―design,‖ ―impact,‖ ―forecast,‖ ―target,‖ 

―outlook,‖ ―initiative,‖ ―objective,‖ ―design,‖ ―goal‖ or similar expressions to identify 

forward-looking statements that represent the Company‘s current judgment about 

possible future events. Aside from statements of historical fact, all statements in this Plan 

and in related comments by GM‘s management are forward-looking statements that 

necessarily involve risks and uncertainties. In making these statements GM relies on 

assumptions and analyses based on the Company‘s experience and perception of 

historical trends, current conditions and expected future developments as well as other 

factors the Company considers appropriate under the circumstances. Whether actual 

future results and developments will be consistent with the Company‘s expectations and 

predictions depends on a number of factors in addition to the Key Risks described on 

pages 32-35 in the Plan, including but not limited to:

 GM‘s ability to obtain adequate liquidity and financing sources and establish an 

appropriate level of debt, including the Company‘s ability to negotiate the 

required debt conversions with GM‘s bondholders, commercial lenders and other 

creditors and change in contributions to the VEBA trust with representatives of 

the VEBA;

 GM‘s ability to realize production efficiencies and to achieve reductions in costs 

as a result of the turnaround restructuring and the modifications in compensation 

39
and work rules negotiated with the UAW and other unions that represent the 

Company‘s hourly employees; 

 Consumers‘ confidence in the Company‘s viability as a continuing entity and 

GM‘s ability to continue to attract customers, particularly for the Company‘s new 

products including cars and crossover vehicles;

 Availability of adequate financing on acceptable terms to GM‘s customers, 

dealers, distributors and suppliers to enable them to continue their business 

relationships with the Company;

 Financial viability and ability to borrow of the Company‘s key suppliers, 

including Delphi‘s ability to address its underfunded pension plans and to emerge 

from bankruptcy proceedings;

 GM‘s ability to sell, spin off or phase out some of the Company‘s brands as 

planned, to manage the distribution channels for the Company‘s products and to 

complete other planned asset sales;

 GM‘s ability to qualify for federal funding of the Company‘s advanced 

technology vehicle programs under Section 136;

 Ability of GM‘s foreign operations to restructure or to qualify for support from 

host governments;

 GMAC‘s ability to obtain funding to provide both wholesale and retail financing 

in the United States and Canada, to support GM‘s ability to sell vehicles in those 

markets; and 

 Overall strength and stability of general economic conditions and of the 

automotive industry, both in the United States and in global markets.

These cautions apply to all GM forward-looking statements. GM cannot provide 

assurance that the results or developments that the Company anticipates will happen or, 

even if they do happen, that they will have the anticipated effects on GM and the 

Company‘s subsidiaries or the Company‘s businesses or operations. In particular, 

financial projections are necessarily speculative, and it is likely that one or more of the 

assumptions and estimates that are the basis of GM‘s financial projections will not be 

accurate. Accordingly, GM expects that the Company‘s actual financial condition and 

results of operations will differ, perhaps materially, from what the Company describes in 

the Plan. 

40
2009-2014 Restructuring Plan

Appendix

February 17th, 2009

Table of Contents

A) ROLE OF GM AND THE DOMESTIC AUTO INDUSTRY IN THE U.S. ECONOMY

B) ECONOMIC AND INDUSTRY ASSUMPTIONS

C) GM MARKET SHARE AND UNIT VOLUME PROJECTIONS

D) FUTURE PRODUCT LAUNCHES

E) GM U.S. BRAND AND NETWORK PLANS

F) SALARIED COMPETITIVENESS

G) VEBA / UNSECURED PUBLIC DEBT

H) RESTRUCTURING PLAN MILESTONES

I) 2009-2014 FINANCIAL PROJECTIONS

J) ENTERPRISE VALUE AND NPV

K) SUPPLY BASE DEVELOPMENT

L) BANKRUPTCY ANALYSIS

41
Appendix A

ROLE OF GM AND THE DOMESTIC AUTO 

INDUSTRY IN THE U.S. ECONOMY

Importance of GM and the Domestic Auto Industry Summary

• The auto industry is critical to the national economy, directly providing and 

supporting more than 4.7 million jobs (A2)

• Domestic auto manufacturers are full-line producers and are significantly more 

committed to a U.S. supply base and to investing in America (A3)

• Domestic manufacturers have higher US/Canadian parts content than other 

manufacturers, with GM highest of all at 77% (A4)

• GM additionally contributes to the economy by: (A5)

• Providing good jobs at good wages

• Supporting more than one million employees, retirees, and dependents with 

pensions, health care, or both

• Being a national innovator in manufacturing

• Working to commercialize a wide range of research and development (R&D) 

activities, including those critically important to national goals

• Failure of part or all of the domestic industry poses severe risks for the U.S. 

economy, including an estimated 0.9 - 3.0 million job losses which would be 

concentrated in Michigan and other vulnerable Upper Midwest states (A6-A9)

1

2

3

4

5

A1

42
Importance of the Auto Industry to the U.S. Economy

A2

• Manufacturers directly provide approximately 334,000 U.S. jobs, nearly 

two-thirds of which are with GM, Ford, and Chrysler1

• Manufacturers indirectly support another 4.4 million jobs, one of the 

highest multipliers in the economy

• Nearly 0.7 million in parts manufacturing2

• 3.7 million3in related fields such as auto dealers and auto repair and 

maintenance

• For every manufacturer job there are nearly two jobs upstream in 

supplier industries and more than 10 jobs downstream

• The heart and soul of U.S. manufacturing, where many of the nation‘s most 

advanced manufacturing concepts have been developed and perfected

1Center for Automotive Research study

2Congressional Research Service, U.S. Motor Vehicle Industry: Federal Financial Assistance and Restructuring, January 30, 2009

3Department of Labor, Bureau of Economic Statistics, Current Employment Survey, November 22, 2008

Importance of the Domestic Auto Industry

• Full-line manufacturers—not only assembly but research and development 

(R&D), design, engineering, testing and validation, and administration

• Significantly more focus on a U.S. supply base

• Very strong track record of U.S. investment

1GM, Ford, and Chrysler, American Automobile Labeling Act, DesRosiers Automotive Consultants Inc. (2007)

2Data from GM, Ford, Chrysler, JAMA, BMW, Daimler, and Hyundai

225

40

0 50 100 150 200 250

General Motors, Ford,

and Chrysler

All Others

Auto Industry Investments in the U.S.2

(1980-2007, in Billions of Dollars)

156

58

0 20 40 60 80 100 120 140 160 180

General Motors, Ford,

and Chrysler

All Others

U.S. Auto Parts and Materials Purchases1

(2007, in Billions of Dollars)

A3

43
GM Has Highest US/Canadian Content for Vehicles 

Manufactured in North America

12008 US/Canadian content from American Automobile Labeling Act except where only 2009 data is available, volume weighted by 

Automotive News 2008 North American vehicle production

2US/Canadian content percentage reflects only vehicles produced in North America--for example, Mazda 6 for Mazda and GL, M, and R

Class for Mercedes

77%

71%

67%

66%

63%

62%

61%

61%

58%

55%

54%

38%

29%

13%

0% 10% 20% 30% 40% 50% 60% 70% 80% 90%

General Motors

Ford

Chrysler

Toyota

Mazda

Mercedes-Benz

Mitsubishi

Honda

Nissan

Suzuki

Subaru

Hyundai

BMW

Volkswagen

US/Canadian Content for Vehicles Manufactured in North America1

Detroit 3 

Average 

73%

All Other 

Average 

55%

A4

Specific Additional GM Contributions to the National Economy

• GM provides good jobs at good wages

• One million U.S. employees, dependents, retirees and their spouses, and 

surviving spouses depend on GM health care benefits, and GM is the largest 

private provider of health care in the U.S.

• More than 650,000 U.S. retirees and their dependents benefited from GM 

pension payments last year

• GM is a national innovator in manufacturing, and fully competitive on 

productivity with industry leaders such as Toyota

• GM is one of the nation‟s largest and most successful investors in R&D, 

with a strong history of success and a wide variety of innovations in the 

process of commercialization that are directly relevant to national goals of 

energy efficiency, energy independence, and safety

A5

44
Risk of Huge Job Losses and Severe Damage to the 

Economy if Part or All of the Domestic Industry Fails

External Forecasts of U.S. Economic Impact of 

Partial or Full Failure of Detroit 3

Source: Congressional Research Service; U.S. Motor Vehicle Industry: Federal Financial 

Assistance and Restructuring; December 3, 2008 and January 30, 2008 reports 

Source Estimated Impact Comments

Anderson Economic Group 

/ BBK

1.2 million jobs lost in first year and 0.6 million in 

second year Based on bankruptcy and eventual liquidation of two of the Detroit 3

First scenario: 3.0 million jobs lost in first year, 

dropping to 2.5 million in second year

Second scenario: 2.5 million jobs lost in first year, 

dropping to 1.5 million in second year

Global Insight

Push up the national unemployment rate from a 

projected 2009 level of 8.5% to 9.5%, translating 

into approximately 1.5 million jobs lost

Spending for benefits such as unemployment insurance and new measures to revive the economy would cost the government $200 

billion should GM be forced to liquidate

Peak year (2011) job losses of 826,000 to more 

than 2.2 million

Practical worst-case scenario: 1.5 million jobs lost 

in peak year, and net average loss of just under 

1.0 million jobs through 2014

Approximately 1.1 million job losses

More than 1% reduction in real GDP growth

Center for Automotive Research

First scenario reflects 100% decline in all domestic production in first 

year with partial recovery at foreign-owned automakers in second 

year; second scenario assumes 100% drop in domestic production of Detroit 3 and 50% in second year, with 50% drop for foreign-owned 

automakers for both years

Inforum Model, University of Maryland

Range reflects retirement of 20% to 60% of Detroit 3 production, with 

practical worst-case scenario at 40%

White House 

Fact Sheet

A6

GM Estimates In Line With External Estimates

2009 2010 2009 2010

GM shutdown, no impact on non-GM production 0.4 0.9 (0.2%) (0.3%)

GM shutdown, supply base failures bring down rest of 

domestic industry from Q3 2009 to Q2 2010 1.3 2.2 (0.8%) (0.8%)

Scenario Job Losses (Millions) GDP Impact

Source: Bureau of Economic Analysis, Haver Analytics, GM analysis

GM Estimates of U.S. Economic Impact of

Partial or Full Failure of Detroit 3

A7

45
Any Such Impact Concentrated in Michigan and Other 

Economically-Stressed Upper Midwest States

Michigan 

28%

Ohio

12%

Indiana 8%

All Other

52%

Michigan 

17%

Ohio

12%

Indiana

8%

All Other

63%

Motor Vehicle Manufacturing Employment Vehicle Parts Manufacturing Employment

Source: Bureau of Labor Statistics / Haver Analytics

A8

Rebound of Automotive Output Expected to Lead GDP 

Recovery; Overall Recovery at Risk With Auto Failure

-60%

-40%

-20%

0%

20%

40%

60%

-6%

-4%

-2%

0%

2%

4%

6%

8% 03-2000 09-2000 03-2001 09-2001 03-2002 09-2002 03-2003 09-2003 03-2004 09-2004 03-2005 09-2005 03-2006 09-2006 03-2007 09-2007 03-2008 09-2008 03-2009 09-2009 03-2010 09-2010Motor Vehicle Output (SAAR, Bil. Chn. 2000$) - % Chg - Ann. Rt. Real GDP (SAAR, Bil. Chn. 2000$) - % Change - Annual Rate

Real GDP - History

Real GDP - Forecast

Real Motor Vehicle Output - History

Real Motor Vehicle Output - Forecast

Real GDP and Motor Vehicle Output

Percent Change, Annual Rate

Source: Bureau of Economic Analysis / Haver Analytics; Forecast: GMIA

Forecast

A9

46
Appendix B

ECONOMIC AND INDUSTRY 

ASSUMPTIONS

Economic and Industry Assumptions Summary

B1

• Since peak, global industry has dropped 24% and U.S. industry 40% (B2-B3)

• GM has forecasted GDP and automotive volumes by market; automotive forecasts 

include upside and downside sensitivities (B4-B7)

• Both forecasts are generally more conservative than external forecasts (B8-B11)

• GM‟s oil price forecast predicts an increase to $130 per barrel by 2014, a more 

rapid rise in prices than the outside consensus (B12-B13)

• Rising oil prices are expected to drive a segment shift away from trucks towards 

cars and crossovers over the 2009-2014 period (B14)

1

2

3

4

5

47
2009 Global Industry Outlook about 57.5M – back to 2001 level

– US 2009 sales of 10.5M would be worst since 1970

– Japan at 4.6M worst since 1977

– W Europe at 13.5M worst since 1994

– Emerging Markets giving back large gains made in last two years

Global Industry Has Dropped 23.5% Since Jan 2008 Peak

B2

U.S. Industry Has Dropped Nearly 40% Since 2007

B3

16.5 

17.0 17.0

16.6 16.6 16.7

16.2

15.7

16.5

16.3 16.3

16.5

16.3

13.5

15.8 15.7

15.4

14.8

14.6

14.1

12.7

14.0

12.8

10.9

10.5 10.6

8.5 

9.5 

10.5 

11.5 

12.5 

13.5 

14.5 

15.5 

16.5 

17.5 

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2007 CY 2007 Monthly 2008CY 2008 Monthly 2009 Monthly

9.9

Source: GMIA, Mfr Estimate File

* Includes Light & Heavy Industry

SAAR ( in Millions)

Lowest Per Capita 

Sales Rate in 50 Years

48
GM Real GDP Growth Outlook by Region

B4

3.3%

1.4%

-1.4%

1.2%

2.2%

2.9% 2.7%2.7%

-2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0% 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Europe 6.0%

3.7%

1.1%

3.4%

4.4%

5.0%4.9%4.9%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0% 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 AP

5.4%

4.8%

2.1%

3.2%

3.5%3.5%3.5%3.6%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0% 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

LAAM

Regional Total Industry Baseline Outlook (Volume in 

Millions)

B5

10

12

14

16

18

20

22

24

26 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

10

12

14

16

18

20

22

24

26 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

0

5

10

15

20

25

30

35 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

0

1

2

3

4

5

6

7

8

9 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

NA GME

AP LAAM

13.0

19.8

18.4

24.1

20.4

30.8

5.7

7.8

49
Regional Industry Baseline Outlook and Sensitivities

B6

(Units, Millions) 2007 2008 2009 2010 2011 2012 2013 2014

Actual Actual

Upside Sensitivity 63.2 68.5 76.0 82.0 86.2 90.2

Viability Plan 2 70.7 67.2 57.5 62.3 68.3 74.3 78.6 82.5

Downside Sensitivity 52.3 57.1 60.6 66.6 70.8 74.8

Upside Sensitivity 12.0 14.5 15.8 17.5 17.9 18.3

Viability Plan 2 16.5 13.5 10.5 12.5 14.3 16.0 16.4 16.8

Downside Sensitivity 9.5 11.5 12.8 14.5 14.9 15.3

Upside Sensitivity 19.9 20.5 22.5 24.1 25.2 26.1

Viability Plan 2 23.1 22.0 18.4 19.0 20.5 22.1 23.2 24.1

Downside Sensitivity 16.9 17.5 18.5 20.1 21.2 22.1

Upside Sensitivity 6.2 6.6 7.5 8.0 8.4 8.8

Viability Plan 2 7.3 7.5 5.7 6.1 6.5 7.0 7.4 7.8

Downside Sensitivity 5.2 5.6 5.5 6.0 6.4 6.8

Upside Sensitivity 22.3 24.0 27.2 29.3 31.6 33.8

Viability Plan 2 20.7 21.1 20.4 22.0 24.2 26.3 28.6 30.8

Downside Sensitivity 18.3 20.0 21.2 23.3 25.6 27.8

Global

U.S.

GME

GMLAAM

GMAP

U.S. Total Industry Volume Forecast Detail

• GM‟s forecast remains conservative; the consensus forecast for 2010 is 13.4m versus our 12.5m, and GM‘s 2010 Q4 of 13.5m is close 

to the Consensus annual average for all of 2010.

• Replacement demand is about 12.5m -- which is equal to our 2010 forecast – and close to vehicle ownership stagnation; in addition, 

there are about 2 M new drivers every year, for which we are not assuming added sales.

• Many potential buyers are not able to buy due to credit conditions, so once credit market returns to normal, the release of pent up 

demand will actually increase sales

B7

17.5 17.1

16.5

13.5

10.5

12.5

15.6

14.5

13.2

10.6

9.8

10.4 10.8 11.1

11.6

12.1

12.8

13.5

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

18.0

20.0

2005 2006 2007 2008 2009 2010 2008 Q12008 Q22008 Q32008 Q42009 Q12009 Q22009 Q32009 Q42010 Q12010 Q22010 Q32010 Q4

US Total Industry (millions)

Seasonally Adjusted Annual Rate (SAAR)

50
GM Economic Forecasts More Conservative Than External 

Forecasts – U.S. Example

B8

• GM‘s GDP forecast is similar to Consensus Blue Chip Forecast

• GM‘s forecast is more optimistic than CBO forecast in 2010 as it expects a larger 

positive effect from the stimulus package, but substantially more conservative in 

2011-2014

GDP Change (%) 2009 2010 2011 2012 2013 2014

GM Assumption (2.0) 2.1 3.5 3.0 2.8 2.8

Consensus Blue Chip Forecast (1.9) 2.1

range (0.8) to (3.1) range (0.4) to 3.9

Congressional Budget Office (CBO) Forecast (2.2) 1.5 4.2 4.4 4.1 3.5

Other GM Economic Assumptions 2009 2010 2011 2012 2013 2014

Quarterly Employment Change (000s) (625) 225 525 450 300 300

Housing Starts (000s) 368 460 605 830 930 950

Global Total Industry Forecast Comparison

• GM‟s global industry forecast is conservative compared with external 

forecasts, especially in the 2009 – 2011 period

B9

Note: the differences partly reflect a wider coverage of Global Insight‘s data, 

in markets where GM has no operations, such as Iran.

(Mil. Units) 2006 2007 2008 2009 2010 2011 2012 2013 2014

GM (Baseline) 67.6 70.7 67.2 57.5 62.3 68.3 74.3 78.6 82.5

Global Insight 68.8 72.2 68.9 61.7 66.1 72.5 77.3 80.8 83.7

Difference 1.12 1.45 1.85 4.14 3.79 4.22 2.97 2.32 1.18

51
U.S. Total Industry Forecast Comparison

B10

• Wall Street analyst consensus forecast* (Feb 16, 2009):

– 2009: 11.5 m (range 11.1 to 12.3)

– 2010: 13.2 m (range 11.8 to 14.3)

• Consensus Blue Chip forecast* (February 2009):

– 2009: 11.2 m (range 8.9 to 13.3)

– 2010: 13.0 m (range 9.6 to 16.7)

• GM downside scenario for 2010: 11.5m

*Note: 300k units are added to the light vehicle forecast figures to reflect total industry

US Industry Forecast 2008 2009 2010 2011 2012 2013 2014

GM Estimate (Baseline) 13.5 10.5 12.5 14.3 16.0 16.4 16.8

Global Insight 13.5 10.7 12.9 14.9 15.9 16.7 17.5

JD Power & Assoc. 13.5 11.7 13.7 15.0 15.8 16.6 17.0

Once Adjusted for Population, GM‟s U.S. Industry Forecast is Very Conservative 

Versus the Last Major Economic Downturn and Recovery (1978-85) 

B11

20

30

40

50

60

70

80 200509 200512 200603 200606 200609 200612 200703 200706 200709 200712 200803 200806 200809 200812 200903 200906 200909 200912 201003 201006 201009 201012 201103 201106 201109 201112 201203 201206 201209 201212 U.S. Total Vehicle Sales per 1,000 Population

1978 - 1985

2005 - 2012

Actual Forecast

Q1 2009 - 32 per 

1,000 population

2009 CY

10.5M

2010 CY

12.5M

2011 CY

14.3M

2012 CY

16.0M

Source: GMIA, Census Bureau

52
$0

$20

$40

$60

$80

$100

$120

$140

71 73 75 77 79 81 83 85 87 89 91 93 95 97 99 01 03 05 07 09 11 13 15

09/2008 Forecast

12/2008 Forecast

GM Crude Oil Price Baseline Forecast 

B12

Low Oil Price Risk:

• Prolonged global 

recession stifles 

demand for energy in 

OECD and emerging 

markets

High Oil Price Risk:

• Due to insufficient 

investment in 

production capacity 

during global recession, 

supply is not able to 

meet future oil demand

US Oil/Gas Price Assumptions

B13

• Prior GM oil price outlooks were very conservative: assuming tight supply 

conditions would quickly drive oil prices up from current levels. However, most 

external forecasters assume a more gradual increase in oil prices 

• While oil prices are likely to remain volatile, GM‟s baseline assumes prices rise 

more slowly as global energy demand gradually recovers with the economy

• GM‟s Plan therefore adopts a more gradual increase in oil prices, closer to the 

consensus view

2008 2009 2010 2011 2012 2013 2014

Oil Prices ($/bbl)

Dec 2 Viability Plan 100 53 75 100 120 130 130

Current Viability Plan 100 53 68 87 98 113 130

Gas Prices ($/gal)

Dec 2 Viability Plan 3.28 2.05 2.70 3.35 3.85 4.00 4.00

Current Viability Plan 3.28 2.05 2.50 2.90 3.20 3.50 4.00

Consensus* ($/bbl) 100 54 70 78 80 n/a n/a

*Median value of Bloomberg survey of 12 analysts (Jan/Feb 09)

53
Mix Vol (000's) Mix Vol (000's) Mix Vol (000's) Mix Vol (000's) Mix Vol (000's) Mix Vol (000's) Mix Vol (000's)

Total Industry 13,503 10,500 12,500 14,300 16,000 16,400 16,800

Car 50.0% 6,757 46.0% 4,830 47.2% 5,906 48.4% 6,921 49.0% 7,840 49.5% 8,118 50.0% 8,400

Crossover 18.2% 2,457 20.2% 2,119 21.0% 2,619 21.5% 3,079 22.3% 3,568 22.5% 3,695 23.0% 3,871

Truck 31.8% 4,288 33.8% 3,551 31.8% 3,975 30.1% 4,300 28.7% 4,592 28.0% 4,587 27.0% 4,529

Small Car 3.6% 491 3.1% 326 3.2% 405 3.6% 515 3.7% 597 3.9% 631 4.1% 680

Compact Car-Reg. 12.2% 1,649 10.2% 1,071 11.0% 1,375 11.5% 1,645 12.3% 1,968 12.6% 2,066 12.9% 2,159

Mid Car 15.6% 2,110 14.0% 1,470 14.2% 1,775 14.2% 2,035 14.4% 2,296 14.4% 2,362 14.4% 2,419

Large Car 6.0% 810 5.6% 588 5.4% 675 5.1% 729 4.5% 720 4.2% 689 4.0% 664

Compact Lux Car 3.2% 433 3.3% 347 3.2% 400 3.5% 501 3.6% 581 3.7% 607 3.9% 647

Mid Lux Car 2.9% 389 3.3% 341 3.2% 394 3.1% 439 3.1% 488 3.1% 503 3.0% 507

Compact SUV-Cross. 8.1% 1,090 8.5% 893 8.7% 1,088 8.8% 1,258 8.9% 1,416 8.7% 1,427 8.6% 1,448

Mid SUV-Crossover 5.4% 733 6.5% 683 6.8% 850 7.0% 1,001 7.1% 1,128 7.1% 1,156 7.2% 1,203

Mid Lux SUV-Cross. 2.3% 309 2.5% 263 2.5% 306 2.5% 358 2.5% 395 2.5% 402 2.6% 442

Large Pickup 11.9% 1,601 13.9% 1,460 13.3% 1,656 12.8% 1,830 12.1% 1,936 12.0% 1,968 11.8% 1,982

Large SUV 2.3% 316 2.6% 273 2.3% 281 2.0% 286 1.8% 291 1.7% 279 1.6% 260

Large Lux SUV 0.8% 112 1.0% 105 0.9% 113 0.9% 122 0.8% 125 0.6% 102 0.4% 62 - - - - - - -

Memo:

- Large/Large Lux SUV 3.2% 429 3.6% 378 3.2% 394 2.9% 408 2.6% 416 2.3% 380 1.9% 323

Gas Price Assumptions:

- Nominal Gas Price $3.28 $2.05 $2.50 $2.90 $3.20 $3.50 $4.00

- Real Gas Price (2008 $) $3.28 $2.07 $2.45 $2.80 $3.00 $3.20 $3.55

2008 Actuals NEW: 2009 NEW: 2010 NEW: 2011 NEW: 2012 NEW: 2013 NEW: 2014

Rising Expected Oil Prices Drive U.S. Segment Shift Away 

From Truck and Toward Car and Crossover

B14

US Industry Segment mix reflects:

• Near-term depth of recession and gas prices at $2/gal ($US) with out-year economic recovery 

and gas price increase to $4/gal

• Structural shift in US/Canada rental industry which tempers Compact/Mid Car volume

US Segment Mix

54
Appendix C

GM MARKET SHARE AND UNIT VOLUME 

PROJECTIONS

GM Market Share and Unit Volume Projections Summary

C1

• GM retail share shows stabilization since 2005 (C2)

• U.S. market share is expected to drop from 22.0% in 2009 to 19.7% in 2014, based 

on detailed projections by segment including analysis of GM vehicles versus 

expected competitive vehicles; similar projections have been made for other 

markets (C3-C13)

• GM volume projections have been created from these market share projections 

applied to expected industry volumes by market and segment (C3-C13)

• GM shares are increasingly driven by positive product attributes and volume per 

nameplate is expected to rise with the shift to  ̳fewer, better‘ entries (C14-C15)

1

2

3

4

55
Aug. „05 GM Retail Share Shows Stabilization Since 2005

0%

5%

10%

15%

20%

25%

30%

35%

40%

45% Aug-0 5 Sep-05 Oct-05 Nov-05 Dec-05 Jan-0 6 Feb-0 6 Mar-0 6 Apr-0 6 May-0 6 Jun-0 6 Jul-06 Aug-0 6 Sep-06 Oct-06 Nov-06 Dec-06 Jan-0 7 Feb-0 7 Mar-0 7 Apr-0 7 May-0 7 Jun-0 7 Jul-07 Aug-0 7 Sep-07 Oct-07 Nov-07 Dec-07 Jan-0 8 Feb-0 8 Mar-0 8 Apr-0 8 May-0 8 Jun-0 8 Jul-08 Aug-0 8 Sep-08 Oct-08 Nov-08 Dec-08 Jan-0 9 Retail Share

GM Retail Share Trends:

Aug. '05 - Jan.'09 

GM Total Car Truck Crossover

Note: GMIA,J.D. Power (thru 2.1.09)

• Market share stability achieved after historical decline of 0.62 point in total market 

share per year since 1962

C2

GM Global Market Share Forecast

C3

GM Market Share 2008 2009 2010 2011 2012 2013 2014

U.S. December 2 Baseline 21.5% 21.5% 21.3% 20.3% 20.5% n/a n/a

Viability Plan 2 22.1% 22.0% 21.1% 20.2% 20.0% 19.8% 19.7%

Change from 12/2 0.6 pts. 0.5 pts. (0.2) pts. (0.1) pts. (0.5) pts. n/a n/a 

GMNA December 2 Baseline 21.2% 20.8% 20.4% 19.5% 19.8% n/a n/a

Viability Plan 2 21.5% 21.1% 20.4% 19.5% 19.4% 19.3% 19.1%

Change from 12/2 0.3 pts. 0.3 pts. (0.4) pts. n/a n/a 

GME December 2 Baseline 9.2% 9.8% 10.0% 10.2% 10.7% n/a n/a

Viability Plan 2 9.3% 9.1% 9.9% 9.8% 10.6% 10.7% 10.4%

Change from 12/2 0.1 pts. (0.7) pts. (0.1) pts. (0.4) pts. (0.1) pts. n/a n/a 

GMLAAM December 2 Baseline 17.3% 17.7% 18.1% 17.4% 18.5% n/a n/a

Viability Plan 2 17.1% 17.5% 18.0% 17.8% 18.4% 19.3% 18.8%

Change from 12/2 (0.2) pts. (0.2) pts. (0.1) pts. 0.4 pts. (0.1) pts. n/a n/a 

GMAP December 2 Baseline 7.0% 7.3% 8.1% 8.5% 9.0% n/a n/a

Viability Plan 2 7.0% 7.3% 8.4% 8.8% 9.0% 9.0% 8.6%

Change from 12/2 0.0 pts. 0.0 pts. 0.3 pts. 0.3 pts. 0.0 pts. n/a n/a 

56
GM Unit Volume Forecast

C4

GM Volume (M) 2006act 2007act 2008 2009 2010 2011 2012 2013 2014

Global Viability Plan 2 9.1 9.4 8.4 6.9 7.9 8.6 9.7 10.2 10.4

Change from 12/2 (0.1) (1.0) (0.7) (0.5) (0.3) (0.2) n/a

GMNA Viability Plan 2 4.8 4.5 3.6 2.8 3.1 3.3 3.7 3.7 3.8

Change from 12/2 0.0 (0.3) (0.3) (0.1) 0.1 0.1 n/a

GME Viability Plan 2 2.0 2.2 2.0 1.7 1.9 2.0 2.3 2.5 2.5

Change from 12/2 0.0 (0.3) (0.1) (0.2) (0.1) 0.0 n/a

GMLAAM Viability Plan 2 1.0 1.2 1.3 1.0 1.1 1.2 1.3 1.4 1.5

Change from 12/2 0.0 (0.2) (0.2) (0.1) (0.2) (0.1) na

GMAP Viability Plan 2 1.2 1.4 1.5 1.5 1.8 2.1 2.4 2.6 2.6

Change from 12/2 0.0 (0.1) (0.1) (0.1) (0.1) (0.1) n/a

C5

GM Market Share & Unit Volume – North America Detail 

GMNA Viability Plan Market Volume 2009 2010 2011 2012 2009 2010 2011 2012

United States 2,305,434 2,642,270 2,886,925 3,195,329 (273,916) (239,830) (62,904) 119,841

Canada 276,500 272,622 274,279 289,197 (18,499) (7,093) (3,115) (11,429) Mexico 164,200 174,049 162,496 178,631 (29,973) (3,419) (8,380) (10,396)

Other CenAmer/Carib 11,617 10,397 12,139 13,577 (2,673) (2,038) (2,587) (2,178)

Grand Total 2,757,751 3,099,338 3,335,839 3,676,734 (325,061) (252,380) (76,986) 95,838

Industry 2009 2010 2011 2012 2009 2010 2011 2012

United States 10,500,000 12,500,000 14,300,000 16,000,000 (1,500,000) (1,000,000) (200,000) 1,000,000

Canada 1,460,000 1,550,000 1,630,000 1,690,000 (90,000) (70,000) (50,000) 0 Mexico 840,000 880,000 920,000 960,000 (120,000) (100,000) (90,000) (80,000)

Other NA* 240,000 250,000 262,000 274,000 (50,000) (48,000) (46,000) (43,000)

Grand Total 13,040,000 15,180,000 17,112,000 18,924,000 (1,760,000) (1,218,000) (386,000) 877,000

Market Share 2009 2010 2011 2012 2009 2010 2011 2012

United States 22.0% 21.1% 20.2% 20.0% 0.5 (0.2) (0.2) (0.5)

Canada 18.9% 17.6% 16.8% 17.1% (0.1) 0.3 0.3 (0.7) Mexico 19.5% 19.8% 17.7% 18.6% (0.7) 1.7 0.7 0.4

Other CenAmer/Carib 4.8% 4.2% 4.6% 5.0% (0.1) (0.0) (0.1) (0.0)

Grand Total 21.1% 20.4% 19.5% 19.4% 0.3 (0.0) (0.0) (0.4)

Other NA industry: Puerto Rico, Central America/Caribbean

GMNA VP2 o/(u) VP1 (Dec 2, 2008)

GMNA VP2 o/(u) VP1 (Dec 2, 2008)

GMNA VP2 o/(u) VP1 (Dec 2, 2008)

GMNA VP2

GMNA VP2

GMNA VP2

GMNA VP2 Comparison to December 2 Submission

57
GM US Sales Mix and Share by Type of Sale

C6

2007 2008 2009 2010 2011 2012 2013 2014

GM Sales 3,866,620 2,980,688 2,305,434 2,642,270 2,886,925 3,195,329 3,245,517 3,307,751

Industry 16,472,742 13,502,519 10,500,000 12,500,000 14,300,000 16,000,000 16,400,000 16,800,000

GM Market Share 23.5% 22.1% 22.0% 21.1% 20.2% 20.0% 19.8% 19.7%

GM Retail Sales 2,858,606 2,158,134 1,673,707 1,958,509 2,151,286 2,380,325 2,499,145 2,542,905

Retail Industry 13,171,014 10,757,519 8,450,000 10,150,000 11,700,000 13,200,000 13,500,000 13,800,000

Retail Market Share 21.7% 20.1% 19.8% 19.3% 18.4% 18.0% 18.5% 18.4%

GM Retail % of GM Ttl Sales 74% 72% 73% 74% 75% 74% 77% 77%

GM Rental Sales 596,104 479,682 330,087 344,607 359,484 402,685 352,439 352,019

Rental Industry 2,019,247 1,605,000 1,100,000 1,300,000 1,450,000 1,550,000 1,600,000 1,650,000

Rental Market Share 29.5% 29.9% 30.0% 26.5% 24.8% 26.0% 22.0% 21.3%

GM Rental % of GM Ttl Sales 15% 16% 14% 13% 12% 13% 11% 11%

GM Comm'l/Gov't Sales 411,910 342,872 301,640 339,154 376,155 412,319 393,933 412,827

Comm'l/Gov't Industry 1,282,481 1,140,000 950,000 1,050,000 1,150,000 1,250,000 1,300,000 1,350,000

Comm'l/Gov't Market Share 32.1% 30.1% 31.8% 32.3% 32.7% 33.0% 30.3% 30.6%

GM Comm'l/Gov't % of GM Ttl Sales 11% 12% 13% 13% 13% 13% 12% 12%

GM Fleet Sales (Rental+Com/Gov) 1,008,014 822,554 631,727 683,761 735,639 815,004 746,372 764,846

Fleet Industry 3,301,728 2,745,000 2,050,000 2,350,000 2,600,000 2,800,000 2,900,000 3,000,000

GM Fleet Market Share 30.5% 30.0% 30.8% 29.1% 28.3% 29.1% 25.7% 25.5%

GM Fleet % of GM Ttl Sales 26% 28% 27% 26% 25% 26% 23% 23%

Actual US VP2

U.S. Market Share Assumptions

Key Plan Assumptions

1. Fuel prices gradually increase to $4.00/gallon by 2014 driving continued growth in cars 

and crossovers

2. Marketing spend per brand and nameplate improves to a level competitive to Toyota, 

Honda and Ford due to Core Brand Strategy

3. Continued trend of segment share gains with new vehicle launches

4. Chevy, Cadillac and Buick gain share due to future product plan as well as reduced 

competition from HUMMER, Saab, Saturn and Pontiac

5. Dealer rationalization contributes to increased profit and customer satisfaction for 

remaining dealers, resulting in volume and price gains

6. GM planned price increases for content required to achieve regulatory compliance, 

especially in the area of fuel economy, is matched by the competition

7. Continued improvement in key purchase funnel measures, such as awareness, opinion 

and consideration for Chevy, Cadillac, GMC and Buick throughout plan window

8. GM will leverage scale to purchase media more efficiently than competition and 

continue to lead the industry in digital and search marketing capability

C7

58
C8

22.1 0.5 22.0 0.7 0.1

(0.3) (0.4) (0.7)

0% 

5% 

10% 

15% 

20% 

25%

2008 CY Share Pricing/

Credit

Competitive

Market

Activity

Product 

Adds/Deletes

Industry Mix Brand Other 2009 CY Share

Consolidation 

Impact

48 nameplates

2,981k = 62k /nmplt

45 nameplates

2,305k = 51k /nmplt

Share Walk from 2008 to 2009

Gas price 

moderation 

drives mix shift 

from Cars to 

Trucks/Crossov

ers (+4 p.p. 

mix)

Pricing impact 

based on 

elasticity 

analysis.

Slightly 

improved 

credit 

conditions 

expected.

Planned 

reductions 

relative to 

marketing 

factory and 

competitive 

spend

22.0 

1.6 21.1 

(0.5) (0.4) (0.7) (0.9)

2009 CY Share Industry Mix Carryover 

Models / 

Competitive 

Impact

Gains from 

Product Majors

Loss from 

Product Drops

2010 CY Share

47 nameplates

2,642k = 56k /nmplt

45 nameplates

2,305k = 51k /nmplt

C9

Brand 

Consolidation 

Impact

Share Walk from 2009 to 2010

0% 

5% 

10% 

15% 

20% 

25%

59
21.1 

20.2 1.2

(0.4) (0.5) (0.1) (1.1)

2010 CY Share Industry Mix Carryover 

Models / 

Competitive 

Impact

Gains from 

Product Majors

Loss from 

Product Drops

2011 CY Share

39 nameplates

2,887k = 74k/nmplt

47 nameplates

2,642k = 56k /nmplt

C10

Share Walk from 2010 to 2011

Brand 

Consolidation 

Impact

0% 

5% 

10% 

15% 

20% 

25%

C11

20.2 

1.4 20.0 

(0.6) (0.2) (0.3)

(0.6)

2011 CY Share Industry Mix Brand

Consolidation

Impact

Carryover 

Models / 

Competitive 

Impact

Gains from 

Product Majors

Loss from 

Product Drops

2012 CY Share

39 nameplates

2,887k = 74k/nmplt

36 nameplates

3,195 = 89k/nmplt

Share Walk from 2011 to 2012

0% 

5% 

10% 

15% 

20% 

25%

60
C12

20.0 

1.2 19.8 

(0.2) (0.5) (0.0) (0.6)

2012 CY Share Industry Mix Brand

Consolidation

Impact

Carryover 

Models / 

Competitive 

Impact

Gains from 

Product Majors

Loss from 

Product Drops

2013 CY Share

37 nameplates

3,246= 88k/nmplt

36 nameplates

3,195 = 89k/nmplt

Share Walk from 2012 to 2013

0% 

5% 

10% 

15% 

20% 

25%

C13

19.8 19.7 1.3

(0.1) (0.2) (0.5) (0.6)

2013 CY Share Industry Mix Brand 

Consolidation

Impact

Carryover 

Models / 

Competitive 

Impact

Gains from 

Product Majors

Loss from 

Product Drops

2014 CY Share

36

nameplates

3,308= 92k/nmplt

37 nameplates

3,246= 88k/nmplt

Share Walk from 2013 to 2014

0% 

5% 

10% 

15% 

20% 

25%

61
Share Increasingly Driven By Positive Product Attributes

C14

Top Reasons For Purchase – GM

2003 MY 2004 MY 2005 MY 2006 MY 2007 MY 2008 MY

#1 Rebate / 

Incentive

Rebate / 

Incentive

Value for the 

Money

Exterior 

Styling

Exterior 

Styling

Exterior 

Styling

#2 Value for the 

Money

Value for the 

Money

Rebate / 

Incentive

Value for the 

Money

Value for the 

Money

Fuel 

Economy

#3 Exterior 

Styling

Price / 

Monthly 

Payments

Employee 

Discount

Fuel 

Economy

Fuel 

Economy

Value for the 

Money

#4

Price / 

Monthly 

Payments

Exterior 

Styling

Exterior 

Styling

Price / 

Monthly 

Payments

Price / 

Monthly 

Payments

Price / 

Monthly 

Payments

#5 Past Model 

Experience

Fuel 

Economy

Price / 

Monthly 

Payments

Rebate / 

Incentive

Dependable/ 

Reliable

Dependable/ 

Reliable

GM US VP2 Volume/Share per Nameplate 

2007 CY 2008 2009 2010 2011 2012 2013 2014 CY

GM Nameplate Count 53 48 45 47 39 36 37 36

GM Retail Volume (000s) 2,859 2,158 1,674 1,959 2,151 2,380 2,499 2,543

Retail Volume per Nameplate 54 45 37 42 55 66 68 71

GM Total Volume (000s) 3,867 2,981 2,305 2,642 2,887 3,195 3,246 3,308

Total Volume per Nameplate (000s) 73 62 51 56 74 89 88 92

GM Total Share (%) 23.5% 22.1% 22.0% 21.1% 20.2% 20.0% 19.8% 19.7%

 Share per Nameplate 0.44% 0.46% 0.49% 0.45% 0.52% 0.55% 0.53% 0.55%

Toyota Corp. Nameplates 27 27 29 35 36 38 38 38

Toyota Retail Volume (000s) 2,434 2,024

Retail Volume per Nameplate 90 75

Ford Corp. Nameplates** 34 32 34 33 33 30 30 30

Ford Retail Volume (000s) 1,799 1,369

Retail Volume per Nameplate 53 43

Honda Corp. Nameplates 15 15 17 19 21 21 21 21

Honda Retail Volume (000s) 1,431 1,383

Retail Volume per Nameplate 95 92

Nissan Corp. Nameplates 19 19 20 23 23 25 24 24

Nissan Retail Volume (000s) 922 855

Retail Volume per Nameplate 49 45

** Ford history excludes Jaguar, Land Rover, Aston Martin

C15

GM Market Share & Unit Volume per Nameplate

62
Appendix D

FUTURE PRODUCT LAUNCHES

63
Chevrolet VOLT

D1

Chevrolet VOLT

• Start of production: 2010

• Location of production facility: Detroit, Michigan

• Powertrain with best fuel economy: 1.4L E-Flex

17-Feb-09 D2

64
Cadillac CTS Coupe

D3

Cadillac CTS Coupe

• Start of production: 2010

• Location of production facility: Lansing, Michigan

• Powertrain with best fuel economy: 3.6L V6, 6-speed auto

17-Feb-09 D4

65
Cadillac CTS Sport Wagon

D5

Cadillac CTS Sport Wagon

• Start of production: 2009

• Location of production facility: Lansing, Michigan

• Powertrain with best fuel economy: 3.6L V6, 6-speed auto

17-Feb-09 D6

66
Chevrolet Cruze

D7

Chevrolet Cruze

• Start of production: 2010

• Location of production facility: Lordstown, Ohio

• Powertrain with best fuel economy: 1.4L Turbo, manual

17-Feb-09 D8

67
Chevrolet Camaro

D9

Chevrolet Camaro

• Start of production: 2009

• Location of production facility: Oshawa, Canada

• Powertrain with best fuel economy: 3.6L V6, 6-speed auto

17-Feb-09 D10

68
Chevrolet Equinox

D11

Chevrolet Equinox

• Start of production: 2009

• Location of production facility: Ingersoll, Canada

• Powertrain with best fuel economy: 2.4L L4, 6-speed auto

17-Feb-09 D12

69
Buick Lacrosse

D13

Buick Lacrosse

• Start of production: 2009

• Location of production facility: Fairfax, Kansas

• Powertrain with best fuel economy: 2.4L L4, 6-speed auto

17-Feb-09 D14

70
Cadillac SRX

D15

Cadillac SRX

• Start of production: 2009

• Location of production facility: Ramos Arizpe, Mexico

• Powertrain with best fuel economy: 3.0L V6, 6-speed auto

17-Feb-09 D16

71
Appendix E

GM US BRAND AND NETWORK PLANS

GM U.S. Brand and Network Plans Summary

E1

• Saturn, HUMMER and Saab have generated an average annual EBIT loss of $1.1 billion (E2)

• GM will refocus on four core brands (Chevrolet, Cadillac, Buick and GMC) and three 

corresponding channels (E3-E4)

• Significant rationalization of dealer network has been accomplished to date, especially 

since 2000 (E5)

• Dealer network will be consolidated and strengthened to improve dealer economics and 

compete more effectively for volume and share (E6-E7)

• Preserving historic strength in small town and rural markets

• Throughput increase for remaining dealers, contributing to higher dealer profitability and more 

effective marketing of GM products

1

2

3

4

72
U.S. Channel Profit Overview

$ Billions Cumulative % 

of Total

Over 90% of U.S. Aggregate Contribution 

Margin generated from four core brands 

to be maintained

U.S. Aggregate Contribution Margin 

CY2003-2007

88

41

15

3 3

0

58.7%

86.1%

95.8% 97.8% 99.7% 100.0%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

0 

10 

20 

30 

40 

50 

60 

70 

80 

90 

100 

Chevrolet B-P-G Cadillac Saturn Hummer Saab

• $1.1B average annual EBIT loss for Saturn, HUMMER and Saab 

E2

Refocused U.S. Brand Strategy around Core Brands and 

Channels

E3

• Focus on four core brands and three corresponding channels

– Chevrolet, Buick, GMC & Cadillac core brands / Chevrolet, BPG & 

Cadillac channels

– Pontiac to serve as niche product

– Part of “Fewer, Better” entries strategy

– Concentrate advertising, capital and engineering resources 

• Strategic review of HUMMER and Saab globally, and Saturn 

brand in concert with Saturn‟s Franchise Operations Team 

(FOT)

73
Brand Positioning and Dealer Throughput

E4

Chevrolet:

- Brand Positioning: 

• Expressive Value

• High Value Appeal with High Retail Volume

- Dealer Throughput:

• Growing to match Toyota in large markets

Buick-Pontiac-GMC:

- Brand Positioning

• Buick: Sophisticated Quality, Luxury and Craftsmanship

• Pontiac: Youthful & Sporty – with niche focus

• GMC: Engineering Excellence with Capability and Functionally

- Dealer Throughput:

• Growing to match Nissan in large markets

Cadillac:

- Brand Positioning: 

• Performance Luxury with Aspirational Appeal

• Global Luxury Brand

- Dealer Throughput:

• Growing to match Mercedes in large markets

Historical Dealerships Counts (1970 – Current)

-

5,000 

10,000 

15,000 

20,000 

25,000 

1970 1975 1980 1985 1990 1995 2000 2005 2010

GM Dealerships GM Franchises

• History of successful rationalization of the U.S. dealer network

– Utilized private capital to consolidate dealerships, in addition to natural attritions

– Phased out Oldsmobile franchises

– Aligned Buick, Pontiac and GMC dealers into a single retail channel, which lowers 

costs and allows for nameplate rationalization

E5

74
Dealer Network Rationalization Overview

Network

• Auto dealerships are independently owned and capitalized

• Each dealer‟s Sales and Service Agreement with GM is typically for a franchise of a specific brand or channel, not 

the dealership (6,246 dealerships hold 13,360 individual Dealership Sales and Service Agreements)

• In most states, it is illegal for a manufacturer to own a dealership for extended periods

• Dealerships require significant private capital and access to borrowed funds 

• Auto dealers have unique franchise laws which protect individual dealers more than typical retail franchisees

• Manufacturers must understand and comply with the varied motor vehicle franchise laws in all 50 states 

• State-by-state variations in auto franchise laws drive complexity and limit OEMs‘ degrees of freedom to operate

Negotiating Voluntary Dealership Terminations

• Terminating Agreements require negotiated settlements, involving lawyers, accountants and other professionals

• Every negotiation is unique, complex, and requires GM people with unique skills to optimize results. 

• Each termination involves a number of factors – the individual state laws, the dealer, the business entity, equipment, real 

estate, possible union contracts, the entrepreneurs‘ financial state, associated finance & warranty business, etc. 

• No two deals are alike, large metro deals can be little cost to GM when third parties are utilized or cost GM millions

• GM typically manages the process of terminations, consolidations, relocations, brand realignments and 

replacements of underperforming dealers - historically 200-400 deals are completed each year

Revised Network Right Sizing

• Capitalization, lines of credit for operations and inventories must be secured for targeted sites 

• Facility construction/renovation, permits, image and other infrastructure takes time and careful planning 

• Relocating or replacement dealers expect an opportunity for significant return on their investment

• Obligations under state franchise laws and the Agreements drive significant costs, even in non-renewals

• Other dealers in surrounding market areas must be capable and prepared to capture the sales of an exiting dealer

E6

Dealer Network Rationalization Plan

• Consolidate and strengthen dealer network to compete more effectively 

for GM volume and market share

– Right-size network from 6,246 in 2008 to 4,700 by 2012 as in Dec. 2nd

submission (inclusive of reduction from Saturn, Saab and HUMMER)

– Further reduction of 600 to 4,100 by 2014 

• Plan benchmarks key locations, facilities and throughput vs. target 

competitors in major markets

– Preserve historic and strategic competitive strength in small town markets

– Reductions include normal attritions (minimal cost to GM)

– Dealer-initiated reductions and relocations leveraging private capital 

– Corresponding throughput increase for remaining dealers, particularly in 

major metro markets, expected to result in more profitable and stronger dealer 

network 

E7

75
Appendix F

SALARIED COMPETITIVENESS

Salaried Competitiveness Summary

F1

• GM has made significant reductions to its U.S. salaried employee costs through 

2008 (F2)

• Watson Wyatt analysis shows GM salaried total cash compensation trails 

transplants by approximately 6% (F3)

• Watson Wyatt was not given permission by all three transplants to compare benefit 

plans, but GM internal analysis shows GM to be below average in benefits and last 

in active post-retirement health care and life insurance (F3)

• GM severance programs are consistent with customary severance practices 

employed by other major companies (F4)

• The majority of GM salaried employees have no negotiated work rules (F5)

1

2

3

4

5

76
GM Has Made Significant Reductions to its U.S. Salaried 

Employee Costs through 2008

U.S. Salaried Employment is Down 40% from 

the 2000 Level Other Actions*

• No merit increases 2005, 2007, 2009

• Delayed increase in 2006 (27 months)

• No variable pay in 2005, 2008

• Below target in 2004, 2006, 2007

• Pension reductions (from 24-52%)

• Elimination of Post-65 retiree health 

insurance

• Pre-65 Retiree Health Care capped at 

2006 levels

• Reduction in Post-retirement life 

insurance

• Significant increase in employee

contributions to healthcare – 31%

• Suspension of 401k Match, Tuition 

Assistance

F2

Salaried Compensation Competitiveness

• Watson Wyatt analysis of salaried compensation competitiveness compared with 

Nissan, Toyota, and Honda (Transplant Companies) for U.S. operations confirms GM 

salaried employees are paid competitively

– Base salary position within 0.2% of transplant average

– Total cash compensation trailing transplants by approximately 6%

• Watson Wyatt not given permission by all three transplants to compare benefits 

plans 

– GM‘s internal analysis of Watson Wyatt benefit survey conducted to determine competitiveness

– GM‟s internal analysis shows, on a new-hire to new-hire basis, GM to be below average in 

total benefits

– GM ranks last in active post-retirement healthcare and active life insurance

• Transplants do not participate in major U.S. executive compensation surveys conducted 

by Towers Perrin, Hewitt, and Pearl Meyer 

– Transplant U.S. operations largely limited to manufacturing and sales operations without 

global executive functional or headquarters leadership positions in the U.S.

– GM participates in these major executive compensation surveys and engages Mercer to 

consolidate results to determine the competitive position of GM executive compensation relative 

to other large multinational companies

– Results of the most recent Mercer (2007) analyses show that GM executive total cash is at 

median of the market in 2007 after bonuses were paid and in 2008 no bonuses were paid

– Total compensation is well below median because long-term incentives have not paid out 

over the past several years

F3

77
Severance Rationalization

• GM has two types of severance programs/policies for U.S. salaried employees

• Plans are consistent with severance practices employed by other major companies

Amount and duration of severance payments and benefits benchmarked using 2008 Right Management Global Severance Practices 

Survey (456 U.S. companies) and 2008/2009 Lee Hecht Harrison Severance Practices Benchmark study (958 U.S. companies)

F4

Non-Executive Salaried Employees Executive Employees

GM Severance Program (GMSP)

• Involuntary Program

• Provides employees 1⁄2 month severance pay for each full 

year of service up to 6 months maximum

• Requires full Release of Claims

• Employees with minimum 3 years service who do not 

execute release agreement receive 1 month severance

• Benefits continuation provided for duration of severance 

payments

• Outplacement service provided

GM Executive Severance Program (GMSP)

• Involuntary Program

• Provides employees 1⁄2 month severance pay for each full year 

of service up to 12 months maximum

• Requires full Release of Claims

• Employees with minimum 3 years service who do not execute 

release agreement receive 1 month severance

• Benefits continuation provided for duration of monthly 

severance payments up to 6 months maximum

• Outplacement service provided

Mutual Separation Policy (MSP)

• Voluntary Policy

• Provides employees 1⁄2 month severance pay for each full 

year of service up to 4 months maximum

• Requires full Release of Claims

• Benefits continuation provided for duration of severance 

payments

• Outplacement service provided

Executive Mutual Separation Policy (MSP)

• Voluntary Policy

• Provides employees 1⁄2 month severance pay for each full year 

of service up to 10 months maximum

• Requires full Release of Claims

• Benefits continuation provided for duration of monthly 

severance payments up to 6 months maximum

• Outplacement service provided

Work Rule Modifications for Salaried Employees

• Loan Agreement requires work rules for U.S. employees of GM and its Subsidiaries to be competitive with the 

work rules for employees of Nissan, Toyota, or American Honda (Transplants) in the U.S.

• Will be seeking guidance from the U.S. Department of the Treasury regarding how this requirement applies 

in the context of salaried employees

• The majority of GM salaried employees are not represented by a collective bargaining agent and there are 

no negotiated work rules

• Instead, GM retains the right, among others to:

– Assign job responsibilities and work locations

– Use contract vs. regular active employees to perform work

– Establish a competitive compensation structure and pay ranges

– Evaluate performance to management identified objectives

– Compensate employees based on performance

– Address inappropriate employee behavior via management actions up to and including termination

– Promote and laterally move employees into positions based on performance, skill competencies and leadership behaviors

• General Motors has a code of conduct for employees, called ―Winning with Integrity: Our Values and Guidelines for 

Employee Conduct‖ (copy will be made available upon request)

• GM also has a Human Resources Policy Manual (copy will be made available upon request)

– Addresses such subjects as Workplace Environment, Staffing, Selection, etc. 

• Each functional area has guidelines for employees to follow in performing their jobs and includes:

– Steps to follow in orienting new employees

– How to file expense reports, etc. 

– GM will seek guidance from the U.S. Department of the Treasury if these policies and procedures are considered work rules within 

the intended scope of the Loan Agreement

• GM has not participated in annual benchmarking surveys with the transplant companies focusing on general 

salaried policies; however, we periodically inquire of other companies, including the transplants, about specific 

programs, such as telecommuting

F5

78
Appendix G

VEBA / UNSECURED PUBLIC DEBT

VEBA / Unsecured Public Debt Summary

GM engaged with the UAW and the unofficial committee of the bondholders to 

pursue the restructuring of GM's balance sheet in accordance with the Federal 

Loan 

Intensive due diligence in parallel with discussions on proposed term sheets 

ongoing

Signed letters from the UAW and the committee of the bondholders providing 

status included in the following pages 

1

2

3

G1

79
Appendix G

VEBA Settlement Modification and Bond Exchange

I. VEBA Settlement Modification: GM initiated discussions with the UAW in the fall of 

2008 regarding restructuring GM’s payment obligations under the VEBA Settlement Agreement. 

These discussions focused mainly on re-timing approximately $10 billion in payments otherwise 

due in 2009 and 2010, including accelerating the date upon which responsibility for retiree 

medical coverage is transferred from GM to the VEBA, and the possibility of contributing GM 

equity in place of a portion of the VEBA payment obligations.

Since these discussions pre-dated the December 31, 2008 federal loan agreement, negotiations 

were not directed at a conversion of 50% or more of the VEBA payment obligations to GM 

equity. The federal loan agreement, however, requires that at least one-half of the value of GM’s 

future payments to the VEBA be in the form of GM stock and that the total value of GM’s 

payments cannot exceed the amount otherwise required under the VEBA Settlement Agreement. 

Consequently, after obtaining the federal loan, GM engaged the UAW and counsel for the class 

of GM retirees who are parties to the VEBA Settlement Agreement to pursue modification to the 

Settlement Agreement in accordance with the federal loan requirements. 

The parties have engaged in extensive due diligence. GM has granted the union, class counsel 

and their respective attorneys and advisors access to highly confidential GM business and 

financial information, including the various elements of the Restructuring Plan for Long-Term 

Viability. The parties have also engaged in regular discussions, either directly or through their 

advisors, aimed at restructuring GM’s future obligations to the VEBA on terms that meet GM’s 

need to repair its capital structure, satisfy the federal loan requirements and are in the best 

interest of the retirees in light of GM’s current financial distress. This due diligence and the 

discussions were undertaken contemporaneous with discussions for a debt-equity conversion 

between GM and advisors to the unofficial committee of holders of unsecured GM bonds. The 

UAW, class counsel and the bond holders understand that their respective agreements would be 

conditioned upon executing binding agreements with the other parties and securing all required 

legal and regulatory approvals.

The UAW and class counsel have concluded that a restructuring of GM’s operations, balance 

sheet and the Settlement Agreement are necessary components of GM’s restructuring. The 

UAW, Class and GM also agreed to work towards a March 31, 2009 execution of an agreement 

to modify VEBA Settlement Agreement. An agreement to restructure the VEBA payments has 

not yet been achieved but the parties are working toward a final agreement that meets the needs 

of GM, the federal government, the UAW and the retiree class members.

As evidence of their good faith and commitment, the parties have executed the attached Term 

Sheet that commits them to addressing the issues that must be resolved to reach an agreement to 

modify the VEBA Settlement Agreement and to reaching a final VEBA Modifications agreement 

in the time frame required by the loan agreement.

80
II. Bond Conversion

As a result of the public disclosures and commentary regarding a potential debt-for-equity 

conversion that were made in connection with the December 2, 2008 Congressional Submission 

and the US Treasury Loan Agreement dated December 31, 2008, an unofficial committee of GM 

bondholders formed in anticipation of engaging with GM with respect to any potential 

restructuring of the Company’s public unsecured debt. As is customary in such situations, the 

committee has retained its own financial and legal advisors to represent it in such discussions. 

GM and its advisors commenced discussions with the committee’s advisors in January and since 

that time, have efforts have been focused on advancing discussions on two primary fronts. The 

first has been to provide due diligence access to assist the advisors to the committee in analyzing 

the Restructuring Plan for Long-Term Viability. The second has been to advance discussions 

with the committee’s advisors regarding the specific terms of a bond exchange. GM and its 

advisors have held regular discussions and exchanged term sheets with the committee’s advisors 

as to terms and structure of a bond exchange that both meets GM’s requirements for the 

Restructuring Plan for Long-Term Viability while at the same time gaining the support of the 

committee and GM bondholders more broadly. The status of these discussions is described in 

the attached letter from the committee’s advisors. More generally, GM and its advisors are 

working aggressively on several fronts to ensure that the objective of launching a bond exchange 

offer by March 31, 2009 can be met.

81
82
83
STRICTLY CONFIDENTIAL

February 15, 2009

General Motors Corporation

300 Renaissance Center

Detroit, Michigan 48265-3000

Attention: G. Richard Wagoner, Jr., Chairman and CEO

Re: Bond Exchange required by Loan Agreement between GM and the U.S.

Department of the Treasury

Mr. Wagoner,

As advisors to the unofficial committee of unsecured bondholders of General Motors

Corporation ("GM"), we write to respond to the most recent term sheet, dated February 12, 2009,

we received from GM for the proposed exchange of unsecured bonds of GM (the "Bond

Exchange").

We recognize the substantial efforts made by GM thus far to develop a restructuring

plan. It is evident to us that GM and its advisors have dedicated considerable resources and

creativity to this process and have endeavored to engage with all interested stakeholders.

We are also aware of the grave importance of this restructuring for the future of GM and

its employees, as well as for the American auto industry and its network of related businesses.

Accordingly, we have undertaken to advise the committee with due consideration for the

substantial sacrifices that are being asked of all parties.

As advisors to the committee, we would be prepared to recommend that the committee

approve and support the Bond Exchange contemplated by the term sheet, subject to an

appropriate conclusion of the due diligence process (particularly with respect to a final GM

restructuring plan) and to revisions to the term sheet, including those described or otherwise

referenced in Exhibit A. However, in light of our confidentiality obligations to GM, we have

been unable to share details of the proposed term sheet or of GM's proposed restructuring plan

with the members of the committee (although we are working with GM to permit disclosure in

the next few days). Accordingly, we do not have authority to bind any member of the committee

or any other bondholder to support the exchange contemplated by the term sheet.

Our desire is to finalize a revised term sheet that includes the revisions described in

Exhibit A as quickly as possible as the support of the committee will be critical to the success of

any Bond Exchange. We look forward to continuing our dialogue with you about these matters.

84
Sincerely,

Houlihan Lokey Howard & Zukin Capital,

Inc., as financial advisor to the unofficial

committee

Paul, Weiss, Rifkind, Wharton & Garrison

LLP, as counsel to the unofficial committee

By:

Name: P. Eric Siegert

Title: Senior Managing Director

By:

Name: Andrew N. Rosenberg

Title: Partner

85
VEBA / Unsecured Public Debt

In light of the ongoing confidential negotiations regarding the terms of a

potential bond exchange and VEBA modification, and consistent with GM‘s

obligations under U.S. federal securities laws, Exhibit A to the foregoing

letter and the term sheet referenced therein are not being furnished in

writing as part of this submission. GM believes that a premature public

disclosure could have the effect of prejudicing negotiations and/or

confusing or potentially misleading public investors about the terms of a

potential bond exchange. GM will continue, on a confidential basis, to keep

the U.S. Treasury and its financial advisors informed regarding the status

and content of these negotiations, including the substance of Exhibit A and

the term sheet referred to in the foregoing letter.

G2

86
Appendix H

RESTRUCTURING PLAN MILESTONES

GM‟s Restructuring Plan Operating Milestones (as of 

2/17/09)

CY 2008 2009 2010 2011 2012 2013 2014

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

US Brands 8 8 8 8 8 8 8 8 6 5 5 5 5

US Nameplates 48 43 44 43 44 46 44 43 39 39 36 37 36

US 

Dealers* 6246 NA NA NA 5750 NA NA NA 5300 5000 4700 4400 4100

US Models 

> 30 MPG 20 NA NA NA 23 NA NA NA 20 18 23 31 33

Flex-Fuel 

Models 

(%)

17% NA NA NA 27% NA NA NA 47% 54% 61% 65% 65%

Hybrid

Models 6 8 9 9 9 9 9 9 9 15 14 18 26

MPG 

Cars** 31.2 NA NA NA 31.0 NA NA NA 32.5 33.7 36.8 38.6 38.6

MPG

Trucks** 23.2 NA NA NA 24.0 NA NA NA 23.6 23.8 25.4 26.8 27.6

* Approximate, due to negotiations expected with independent dealer entrepreneurs 

** Car values include both domestic and import car fleets. Car and truck MPG values for subsequent model year. All values include full usage of all credit 

flexibilities under the CAFÉ program

H1

87
GM‟s Restructuring Plan Operating Milestones (as of 

2/17/09)

CY 2008 2009 2010 2011 2012 2013 2014

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Global 

Salaried

Employees

72,875 72,450 67,250 64,850 63,300 63,300 63,300 63,300 63,300 63,300 63,300 63,300 63,300

US Salaried

Employees 29,650 29,350 26,250 26,250 26,250 26,250 26,250 26,250 26,250 26,250 26,250 26,250 26,250

US Hourly

Employees 62,403 60,900 54,550 54,650 44,500 45,500 46,950 46,900 46,800 45,150 46,300 45,700 46,400

US Mfg

Facilities 47 47 46 45 44 44 43 42 37 35 33 32 32

US Ass‟y

Capacity 2.8M 2.8M 2.7M 2.7M 2.5M 2.5M 2.5M 2.4M 2.4M 2.4M 2.3M 2.0M 2.0M

US Flex 

Plants

60%

(9 of 

15)

60%

(9 of 

15)

60%

(9 of 

15)

60%

(9 of 15)

57%

(8 of 14)

57%

(8 of 14)

64%

(9 of 14)

69%

(9 of 13)

77%

(10 of 

13)

77%

(10 of 

13)

83%

(10 of 

12)

82%

(9 of 11)

82%

(9 of 11)

H2

88
Appendix I

2009-2014 FINANCIAL PROJECTIONS

2009-2014 Financial Projections Summary

I1

• Tough industry conditions contribute to significant negative OCF of $(14.0)B in 

2009 before improving to near breakeven by 2011 and to over $6.0B in 2012-14 (I2)

• In the Baseline scenario, projecting U.S. TARP peak requirements of $22.5B in 2011 

with pay-down by 2017 absent U.S. pension funding requirements (I3-I6)

• Total funding requirements of $28.5B in 2011 including incremental funding for 

foreign operations (I5)

• Foreign operations are working to obtain funding locally

• Downside and Upside sensitivities to GM liquidity and funding also included (I7-I8)

1

2

3

4

89
($ Billions) 2009 2010 2011 2012 2013 2014

Automotive Adjusted OCF Before Special Items (14.0) (3.8) (0.6) 6.6 6.5 6.4

Special Items* (4.1) (1.4) (0.5) (0.3) (5.8) (6.3)

Automotive Adjusted OCF After Special Items (18.1) (5.1) (1.1) 6.3 0.7 0.2

GMAC Asset Carve-Out Cash Flows 1.0 0.5 - - - -

GMAC Distributions & Other GMAC Flows (0.8) 0.1 1.4 0.2 0.2 0.2

Adjusted Cash Flow After GMAC Related Flows (17.9) (4.5) 0.3 6.5 0.9 0.3

VEBA Contributions - (1.1) (1.1) (1.1) (1.1) (1.1)

Debt Financing / Maturities 2.3 1.7 (5.3) (3.2) (3.6) (2.7)

U.S. Government Funding 12.0 2.0 4.5 (3.0) (2.9) (2.9)

U.S. Pension Funding - - - - 5.9 6.4

Gov't Loan for GMAC Equity Rights Offering 0.9 - (0.9) - - -

Section 136 Loans 2.0 2.0 1.8 1.4 0.5 (0.0)

Other Non-Operating Cash Flows (0.1) (0.2) (0.0) (0.0) (0.0) (0.0)

Net Cash Flow (0.8) (0.0) (0.7) 0.5 (0.4) (0.0)

Memo:

Cash Balance 13.3 13.3 12.6 13.1 12.7 12.7

Debt Balance 45.3 51.1 51.2 46.3 46.2 47.0

Net Liquidity (32.0) (37.8) (38.6) (33.2) (33.5) (34.3)

Memo:

U.S. TARP Funding Support 16.0 18.0 22.5 19.5 16.6 13.7

U.S. Pension Funding - - - - 5.9 12.3

U.S. Gov't GMAC Rights Offering Loan 0.9 0.9 - - - -

U.S. Gov't Warrant Notes Payable 0.7 0.7 0.7 0.7 0.7 0.7

Section 136 Loan Principal 2.0 4.0 5.8 7.2 7.7 7.6

Total U.S. Government Funding 19.6 23.7 29.1 27.5 30.9 34.4

Incremental Funding Requirements** 4.0 6.0 6.0 4.0 3.0 1.5

Total Funding Requirements 23.6 29.7 35.1 31.5 33.9 35.9

* Includes asset sales, cash restructuring costs and U.S. pension contributions

** From foreign governments or other sources

Note: Debt balances stated on a managerial basis

Baseline Global Cash Flow 

2009 - 2014, Annual

I2

($ Billions) Jan Feb Mar 1Q09 Apr May Jun 2Q09 Jul Aug Sep 3Q09 Oct Nov Dec 4Q09 2009

Automotive Adjusted OCF Before Special Items (9.1) (4.5) 0.2 (13.3) (0.1) 0.5 (0.5) (0.2) (1.9) 1.1 1.4 0.5 0.2 (0.5) (0.7) (1.0) (14.0)

Special Items* (0.4) (0.7) (1.1) (2.2) (1.5) (0.3) 0.7 (1.0) (0.4) (0.2) 0.3 (0.3) (0.2) (0.3) (0.1) (0.6) (4.1)

Automotive Adjusted OCF After Special Items (9.5) (5.2) (0.8) (15.6) (1.6) 0.2 0.2 (1.2) (2.3) 0.9 1.7 0.2 (0.0) (0.7) (0.8) (1.6) (18.1)

GMAC Asset Carve-Out Cash Flows 0.1 0.1 0.1 0.2 0.1 0.1 0.1 0.2 0.1 0.1 0.1 0.3 0.1 0.1 0.1 0.3 1.0

GMAC Distributions & Other GMAC Flows (0.9) - - (0.9) - - - - 0.1 - - 0.1 - - - - (0.8)

Adjusted Cash Flow After GMAC Related Flows (10.3) (5.2) (0.8) (16.2) (1.5) 0.3 0.3 (1.0) (2.2) 1.0 1.8 0.6 0.1 (0.6) (0.7) (1.2) (17.9)

VEBA Contributions - - - - - - - - - - - - - - - - -

Debt Financing / Maturities (0.3) 0.4 (0.3) (0.1) 2.9 (0.2) (0.4) 2.3 1.5 (1.1) (0.1) 0.3 (0.2) 0.0 (0.1) (0.2) 2.3

U.S. Government Funding 5.4 4.0 2.0 11.4 2.6 - - 2.6 - - (2.0) (2.0) - - - - 12.0

U.S. Pension Funding - - - - - - - - - - - - - - - - -

Gov't Loan for GMAC Equity Rights Offering 0.9 - - 0.9 - - - - - - - - - - - - 0.9

Section 136 Loans - - - - - - - - 0.3 0.3 0.3 1.0 0.3 0.3 0.3 1.0 2.0

Other Non-Operating Cash Flows (0.0) (0.0) 0.0 (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.1)

Net Cash Flow (4.4) (0.7) 1.0 (4.1) 3.9 0.1 (0.1) 3.9 (0.3) 0.2 (0.0) (0.2) 0.3 (0.2) (0.4) (0.4) (0.8) Memo:

Cash Balance 9.7 9.0 10.0 10.0 13.9 14.0 13.9 13.9 13.5 13.7 13.7 13.7 14.0 13.7 13.3 13.3 13.3

Debt Balance 52.2 56.7 58.4 58.4 63.9 63.7 63.3 63.3 47.0 46.2 44.5 44.5 44.7 45.1 45.3 45.3 45.3

Net Liquidity (42.5) (47.7) (48.4) (48.4) (49.9) (49.7) (49.4) (49.4) (33.5) (32.5) (30.8) (30.8) (30.7) (31.3) (32.0) (32.0) (32.0) Memo:

U.S. TARP Funding Support 9.4 13.4 15.4 15.4 18.0 18.0 18.0 18.0 18.0 18.0 16.0 16.0 16.0 16.0 16.0 16.0 16.0

U.S. Pension Funding - - - - - - - - - - - - - - - - -

U.S. Gov't GMAC Rights Offering Loan 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9

U.S. Gov't Warrant Notes Payable 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7

Section 136 Loan Principal - - - - - - - - 0.3 0.7 1.0 1.0 1.3 1.7 2.0 2.0 2.0

Total U.S. Government Funding 11.0 15.0 17.0 17.0 19.6 19.6 19.6 19.6 20.0 20.3 18.6 18.6 19.0 19.3 19.6 19.6 19.6

Incremental Funding Requirements** - - - - 3.4 3.4 3.4 3.4 5.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0

Total Funding Requirements 11.0 15.0 17.0 17.0 23.0 23.0 23.0 23.0 25.0 24.3 22.6 22.6 23.0 23.3 23.6 23.6 23.6

* Includes asset sales, cash restructuring costs and U.S. pension contributions

** From foreign governments or other sources

Note: Debt balances stated on a managerial basis

Baseline Global Cash Flow 

2009, Monthly

I3

90
($ Billions) Jan Feb Mar 1Q10 Apr May Jun 2Q10 Jul Aug Sep 3Q10 Oct Nov Dec 4Q10 2010

Automotive Adjusted OCF Before Special Items (2.8) (1.0) 0.8 (2.9) (0.2) (0.0) 0.2 (0.0) (2.0) 0.7 (0.8) (2.0) 0.5 (0.7) 1.4 1.2 (3.8)

Special Items* (0.1) (0.1) (0.1) (0.4) (0.1) (0.1) (0.1) (0.4) (0.1) (0.1) (0.1) (0.4) (0.1) (0.1) 0.1 (0.2) (1.4)

Automotive Adjusted OCF After Special Items (2.9) (1.1) 0.7 (3.3) (0.4) (0.1) 0.1 (0.4) (2.1) 0.6 (0.9) (2.4) 0.4 (0.8) 1.5 1.0 (5.1)

GMAC Asset Carve-Out Cash Flows 0.1 0.1 0.1 0.3 0.1 0.1 0.1 0.3 - - - - - - - - 0.5

GMAC Distributions & Other GMAC Flows 0.1 - - 0.1 - - - - 0.1 - - 0.1 - - - - 0.1

Adjusted Cash Flow After GMAC Related Flows (2.8) (1.0) 0.8 (3.0) (0.3) (0.0) 0.2 (0.1) (2.1) 0.6 (0.9) (2.4) 0.4 (0.8) 1.5 1.0 (4.5)

VEBA Contributions - - - - - - - - (1.1) - - (1.1) - - - - (1.1)

Debt Financing / Maturities 0.8 0.9 (0.7) 1.1 (0.3) (0.0) 0.1 (0.2) 1.8 (0.2) 0.3 1.9 (0.2) (0.0) (0.9) (1.1) 1.7

U.S. Government Funding 2.0 - - 2.0 - - - - - - - - - - - - 2.0

U.S. Pension Funding - - - - - - - - - - - - - - - - -

Gov't Loan for GMAC Equity Rights Offering - - - - - - - - - - - - - - - - -

Section 136 Loans 0.2 0.2 0.2 0.5 0.2 0.2 0.2 0.5 0.2 0.2 0.2 0.5 0.2 0.2 0.2 0.5 2.0

Other Non-Operating Cash Flows (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.1) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.2)

Net Cash Flow 0.2 0.0 0.3 0.5 (0.4) 0.1 0.4 0.1 (1.2) 0.5 (0.4) (1.0) 0.3 (0.7) 0.7 0.4 (0.0) Memo:

Cash Balance 13.5 13.5 13.8 13.8 13.4 13.5 14.0 14.0 12.8 13.4 12.9 12.9 13.3 12.6 13.3 13.3 13.3

Debt Balance 48.3 49.4 48.9 48.9 48.8 49.0 49.2 49.2 51.2 51.2 51.7 51.7 51.7 51.8 51.1 51.1 51.1

Net Liquidity (34.8) (35.8) (35.1) (35.1) (35.4) (35.4) (35.2) (35.2) (38.4) (37.8) (38.7) (38.7) (38.4) (39.2) (37.8) (37.8) (37.8) Memo:

U.S. TARP Funding Support 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0 18.0

U.S. Pension Funding - - - - - - - - - - - - - - - - -

U.S. Gov't GMAC Rights Offering Loan 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9 0.9

U.S. Gov't Warrant Notes Payable 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7

Section 136 Loan Principal 2.2 2.3 2.5 2.5 2.7 2.8 3.0 3.0 3.2 3.4 3.5 3.5 3.7 3.9 4.0 4.0 4.0

Total U.S. Government Funding 21.8 22.0 22.1 22.1 22.3 22.5 22.6 22.6 22.8 23.0 23.2 23.2 23.3 23.5 23.7 23.7 23.7

Incremental Funding Requirements** 5.0 6.0 5.0 5.0 5.0 5.0 5.0 5.0 7.0 7.0 7.0 7.0 7.0 7.0 6.0 6.0 6.0

Total Funding Requirements 26.8 28.0 27.1 27.1 27.3 27.5 27.6 27.6 29.8 30.0 30.2 30.2 30.3 30.5 29.7 29.7 29.7

* Includes asset sales, cash restructuring costs and U.S. pension contributions

** From foreign governments or other sources

Note: Debt balances stated on a managerial basis

Baseline Global Cash Flow 

2010, Monthly

I4

($ Billions) 1Q11 2Q11 3Q11 4Q11 2011 1Q12 2Q12 3Q12 4Q12 2012

Automotive Adjusted OCF Before Special Items 0.6 0.5 (1.1) (0.7) (0.6) 3.5 2.1 0.5 0.6 6.6

Special Items* (0.2) (0.2) (0.2) 0.0 (0.5) (0.1) (0.1) (0.1) 0.1 (0.3)

Automotive Adjusted OCF After Special Items 0.5 0.3 (1.2) (0.6) (1.1) 3.3 2.0 0.4 0.7 6.3

GMAC Asset Carve-Out Cash Flows - - - - - - - - - -

GMAC Distributions & Other GMAC Flows 0.1 - 0.1 1.3 1.4 0.1 0.0 0.1 0.0 0.2

Adjusted Cash Flow After GMAC Related Flows 0.5 0.3 (1.2) 0.7 0.3 3.4 2.0 0.4 0.7 6.5

VEBA Contributions - - (1.1) - (1.1) - - (1.1) - (1.1)

Debt Financing / Maturities (1.3) (0.6) (3.3) (0.1) (5.3) (2.5) (2.2) (0.2) 1.7 (3.2)

U.S. Government Funding - - 4.5 - 4.5 (1.0) - - (2.0) (3.0)

U.S. Pension Funding - - - - - - - - - -

Gov't Loan for GMAC Equity Rights Offering - - - (0.9) (0.9) - - - - -

Section 136 Loans 0.4 0.4 0.4 0.4 1.8 0.3 0.3 0.3 0.3 1.4

Other Non-Operating Cash Flows (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0)

Net Cash Flow (0.4) 0.1 (0.6) 0.2 (0.7) 0.2 0.1 (0.5) 0.7 0.5 Memo:

Cash Balance 12.9 13.0 12.4 12.6 12.6 12.8 12.9 12.4 13.1 13.1

Debt Balance 50.2 50.0 51.7 51.2 51.2 48.0 46.1 46.3 46.3 46.3

Net Liquidity (37.3) (37.0) (39.3) (38.6) (38.6) (35.2) (33.2) (33.9) (33.2) (33.2) Memo:

U.S. TARP Funding Support 18.0 18.0 22.5 22.5 22.5 21.5 21.5 21.5 19.5 19.5

U.S. Pension Funding - - - - - - - - - -

U.S. Gov't GMAC Rights Offering Loan 0.9 0.9 0.9 - - - - - - -

U.S. Gov't Warrant Notes Payable 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7

Section 136 Loan Principal 4.5 4.9 5.4 5.8 5.8 6.2 6.5 6.9 7.2 7.2

Total U.S. Government Funding 24.1 24.6 29.5 29.1 29.1 28.4 28.8 29.1 27.5 27.5

Incremental Funding Requirements** 5.0 4.5 6.0 6.0 6.0 4.0 2.0 2.0 4.0 4.0

Total Funding Requirements 29.1 29.1 35.5 35.1 35.1 32.4 30.8 31.1 31.5 31.5

* Includes asset sales, cash restructuring costs and U.S. pension contributions

** From foreign governments or other sources

Note: Debt balances stated on a managerial basis

Baseline Global Cash Flow 

2011-2012, Quarterly

I5

91
($ Billions) 1Q13 2Q13 3Q13 4Q13 2013 1Q14 2Q14 3Q14 4Q14 2014

Automotive Adjusted OCF Before Special Items 2.6 2.2 0.8 0.9 6.5 2.5 2.2 0.7 1.0 6.4

Special Items* (1.5) (1.5) (1.5) (1.3) (5.8) (2.0) (2.1) (1.2) (1.0) (6.3)

Automotive Adjusted OCF After Special Items 1.1 0.7 (0.7) (0.4) 0.7 0.5 0.1 (0.4) 0.0 0.2

GMAC Asset Carve-Out Cash Flows - - - - - - - - - -

GMAC Distributions & Other GMAC Flows 0.1 0.0 0.1 0.0 0.2 0.1 0.0 0.1 0.0 0.2

Adjusted Cash Flow After GMAC Related Flows 1.1 0.7 (0.7) (0.4) 0.9 0.5 0.1 (0.4) 0.0 0.3

VEBA Contributions - - (1.1) - (1.1) - - (1.1) - (1.1)

Debt Financing / Maturities (1.1) (1.2) 0.3 (1.6) (3.6) (0.6) (0.3) (1.7) (0.1) (2.7)

U.S. Government Funding (1.5) (1.5) (0.5) 0.5 (2.9) (2.0) (2.1) 2.3 (1.2) (2.9)

U.S. Pension Funding 1.5 1.5 1.5 1.5 5.9 2.0 2.1 1.2 1.2 6.4

Gov't Loan for GMAC Equity Rights Offering - - - - - - - - - -

Section 136 Loans 0.1 0.1 0.1 0.1 0.5 (0.0) (0.0) (0.0) (0.0) (0.0)

Other Non-Operating Cash Flows (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0) (0.0)

Net Cash Flow 0.1 (0.3) (0.3) 0.2 (0.4) (0.1) (0.2) 0.4 (0.1) (0.0) Memo:

Cash Balance 13.2 12.9 12.6 12.7 12.7 12.7 12.5 12.9 12.7 12.7

Debt Balance 45.3 44.3 45.7 46.2 46.2 45.6 45.3 47.2 47.0 47.0

Net Liquidity (32.1) (31.4) (33.1) (33.5) (33.5) (32.9) (32.8) (34.3) (34.3) (34.3) Memo:

U.S. TARP Funding Support 18.0 16.6 16.1 16.6 16.6 14.6 12.5 14.9 13.7 13.7

U.S. Pension Funding 1.5 2.9 4.4 5.9 5.9 7.9 10.0 11.1 12.3 12.3

U.S. Gov't GMAC Rights Offering Loan - - - - - - - - - -

U.S. Gov't Warrant Notes Payable 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7 0.7

Section 136 Loan Principal 7.3 7.4 7.6 7.7 7.7 7.7 7.7 7.7 7.6 7.6

Total U.S. Government Funding 27.6 27.7 28.8 30.9 30.9 30.9 30.9 34.4 34.4 34.4

Incremental Funding Requirements** 3.0 2.0 3.0 3.0 3.0 3.0 3.0 1.5 1.5 1.5

Total Funding Requirements 30.6 29.7 31.8 33.9 33.9 33.9 33.9 35.9 35.9 35.9

* Includes asset sales, cash restructuring costs and U.S. pension contributions

** From foreign governments or other sources

Note: Debt balances stated on a managerial basis

Baseline Global Cash Flow 

2013-2014, Quarterly

I6

($ Billions) 2009 2010 2011 2012 2013 2014

Automotive Adjusted OCF Before Special Items (18.0) (6.7) (5.6) 1.5 1.4 1.5

Special Items* (4.1) (1.4) (0.5) (0.3) (5.8) (6.3)

Automotive Adjusted OCF After Special Items (22.2) (8.1) (6.1) 1.2 (4.4) (4.8)

GMAC Asset Carve-Out Cash Flows 1.0 0.5 - - - -

GMAC Distributions & Other GMAC Flows (0.8) 0.1 1.4 0.2 0.2 0.2

Adjusted Cash Flow After GMAC Related Flows (22.0) (7.4) (4.7) 1.4 (4.3) (4.6)

VEBA Contributions - (1.1) (1.1) (1.1) (1.1) (1.1)

Debt Financing / Maturities 5.3 1.7 (2.3) (1.2) (2.6) (0.2)

U.S. Government Funding 14.0 4.0 7.0 (0.5) 1.6 (0.4)

U.S. Pension Funding - - - - 5.9 6.4

Gov't Loan for GMAC Equity Rights Offering 0.9 - (0.9) - - -

Section 136 Loans 2.0 2.0 1.8 1.4 0.5 (0.0)

Other Non-Operating Cash Flows (0.1) (0.2) (0.0) (0.0) (0.0) (0.0)

Net Cash Flow 0.1 (1.0) (0.2) (0.1) (0.0) 0.0

Memo:

Cash Balance 14.2 13.3 13.1 13.0 13.0 13.0

Debt Balance 50.3 58.1 63.7 63.3 68.7 74.5

Net Liquidity (36.1) (44.8) (50.6) (50.3) (55.7) (61.5)

Memo:

U.S. TARP Funding Support 18.0 22.0 29.0 28.5 30.1 29.7

U.S. Pension Funding - - - - 5.9 12.3

U.S. Gov't GMAC Rights Offering Loan 0.9 0.9 - - - -

U.S. Gov't Warrant Notes Payable 0.7 0.7 0.7 0.7 0.7 0.7

Section 136 Loan Principal 2.0 4.0 5.8 7.2 7.7 7.6

Total U.S. Government Funding 21.6 27.7 35.6 36.5 44.4 50.4

Incremental Funding Requirements** 7.0 9.0 12.0 12.0 12.0 13.0

Total Funding Requirements 28.6 36.7 47.6 48.5 56.4 63.4

* Includes asset sales, cash restructuring costs and U.S. pension contributions

** From foreign governments or other sources

Note: Debt balances stated on a managerial basis

Long-Term Cash Flow 

2009 - 2014, Downside Sensitivity

I7

92
($ Billions) 2009 2010 2011 2012 2013 2014

Automotive Adjusted OCF Before Special Items (8.9) 1.2 3.8 11.5 11.5 11.4

Special Items* (4.1) (1.4) (0.5) (0.3) (5.8) (6.3)

Automotive Adjusted OCF After Special Items (13.0) (0.2) 3.3 11.2 5.7 5.2

GMAC Asset Carve-Out Cash Flows 1.0 0.5 - - - -

GMAC Distributions & Other GMAC Flows (0.8) 0.1 1.4 0.2 0.2 0.2

Adjusted Cash Flow After GMAC Related Flows (12.8) 0.5 4.7 11.4 5.8 5.3

VEBA Contributions - (1.1) (1.1) (1.1) (1.1) (1.1)

Debt Financing / Maturities 1.3 (0.3) (7.3) (2.2) (2.6) (1.2)

U.S. Government Funding 8.0 (1.5) 2.5 (9.5) (2.5) (1.7)

U.S. Pension Funding - - - - - -

Gov't Loan for GMAC Equity Rights Offering 0.9 - (0.9) - - -

Section 136 Loans 2.0 2.0 1.8 1.4 0.5 (0.0)

Other Non-Operating Cash Flows (0.1) (0.2) (0.0) (0.0) (0.0) (0.0)

Net Cash Flow (0.7) (0.5) (0.3) (0.1) 0.1 1.2

Memo:

Cash Balance 13.4 12.8 12.6 12.5 12.6 13.8

Debt Balance 40.3 40.6 36.7 26.3 21.7 18.8

Net Liquidity (27.0) (27.7) (24.1) (13.8) (9.1) (4.9)

Memo:

U.S. TARP Funding Support 12.0 10.5 13.0 3.5 1.0 -

U.S. Pension Funding - - - - - -

U.S. Gov't GMAC Rights Offering Loan 0.9 0.9 - - - -

U.S. Gov't Warrant Notes Payable 0.7 0.7 0.7 0.7 0.7 -

Section 136 Loan Principal 2.0 4.0 5.8 7.2 7.7 7.6

Total U.S. Government Funding 15.6 16.2 19.6 11.5 9.4 7.6

Incremental Funding Requirements** 3.0 3.0 1.0 - - -

Total Funding Requirements 18.6 19.2 20.6 11.5 9.4 7.6

* Includes asset sales, cash restructuring costs and U.S. pension contributions

** From foreign governments or other sources

Note: Debt balances stated on a managerial basis

Long-Term Cash Flow 

2009 - 2014, Upside Sensitivity

I8

93
Appendix J

ENTERPRISE VALUE AND NPV

Enterprise Value and NPV Summary

J1

Estimated Enterprise Value for GM between $59 - $70 Billion

Net Obligations of Between $54 - $57 Billion

Resulting NPV of $5-$14 Billion with Midpoint of $9 Billion

Opportunities for Improvement of NPV Through Balance Sheet Restructuring 

Actions in Canada and Germany as well as Alternatives to Address US Pension 

Liability

Upside Sensitivity Scenario Shows Potential NPV Value of $30-$41 Billion

Downside Sensitivity Scenario would result in negative NPV

1

2

3

4

5

6

94
Appendix J

VALUATION OF THE ENTERPRISE AND NET PRESENT VALUE

Executive Summary

Based on the Baseline Scenario financial projections, and solely for purposes of the GM 

Restructuring Plan, Evercore Group LLC (“Evercore”) estimated that the Enterprise 

Value falls within a range of approximately $59 billion to $70 billion, with a midpoint of 

$65 billion. Evercore estimated that the Net Obligations fall within a range of 

approximately $54 billion to $57 billion, with a midpoint of $55 billion, implying an 

estimated NPV range of approximately $5 billion to $14 billion, with a midpoint of $9 

billion. This NPV range does not reflect the incremental value that may be generated 

through balance sheet restructuring actions in Canada and Germany, which are

anticipated to have incremental positive effects on the NPV analysis. In addition, the 

U.S. Hourly and Salaried Pension plans are reflected as a $8-9 billion liability in the NPV 

analysis, and GM is currently reviewing various options to mitigate this impact.

NPV Analysis

(Amounts in US$ billions)

Core Enterprise Value 57 -- 68

Value of Unconsolidated Subsidiaries & Other Assets 12 -- 12

PV of Restructuring Costs (including Delphi) (8) -- (8)

Minority Interest (2) -- (2)

Enterprise Value Range 59 -- 70

Net Debt (25) -- (25)

PV of Pension Contributions (18) -- (21)

PV of VEBA Obligations (11) -- (11)

Net Obligations (54) -- (57)

NPV 5 -- 14

In the Upside Sensitivity Scenario, in which global industry volumes return to historical 

trendline levels (U.S. industry growing to 18 million units by 2014 and the Global 

Industry volumes growing to 90 million units by 2014), the NPV analysis yields a range 

of $30 billion to $41 billion. In the Downside Sensitivity Scenario, where the U.S. 

industry grows from 9.5 million units in 2009 to 15.3 million by 2014 and the Global 

Industry volumes grow from 52.3 million units in 2009 to 74.8 million units in 2014, the

NPV analysis yields a negative value.

The following assumptions and valuation methodology are an integral part of the 

references to the NPV analysis incorporated in the Restructuring Plan Submission

(“Submission”). The summary set forth below does not purport to be a complete 

description of the analyses performed by Evercore, nor does the NPV analysis included 

herein purport to reflect the full range of valuation methodologies available.

95
Considerations

The estimated NPV range as of the Valuation Date reflects the analysis performed by 

Evercore on the basis of information available to Evercore as of February 16, 2009. 

Although subsequent developments may affect Evercore’s conclusions, Evercore has no

obligation to update, revise or reaffirm these estimates. 

Although Evercore conducted a review and analysis of GM’s business, operating assets 

and liabilities, and business plan, Evercore assumed and relied on the accuracy and 

completeness, without any independent verification, of the projections and other 

information prepared by GM management and provided to Evercore for the purposes of 

its analysis, as well as publicly available information. Evercore assumed that any such 

projections were reasonably prepared in good faith and on a basis reflecting GM’s most

accurate currently available estimates and judgments as to the future operating and 

financial performance of GM. Evercore’s estimated NPV range assumes GM will 

achieve the projections in all material respects. Evercore assumes no responsibility for 

and expresses no view as to any such projections, estimates or judgments, or the 

assumptions on which they were based, including but not limited to the projections with 

regard to (i) revenue growth and improvements in earnings before interest, taxes, 

depreciation and amortization (EBITDA) margins, (ii) growth in earnings and cash flow, 

(iii) the amounts of future pension contributions, (iv) the value of unconsolidated 

subsidiaries, (v) the value of expected asset sales and (vi) the amounts of other 

restructuring costs, including those related to Delphi. If GM’s business performs at 

levels below those set forth in the projections, such performance may have a materially 

negative impact on NPV. 

In estimating the NPV of GM, Evercore (i) reviewed certain historical financial 

information of GM for recent years and interim periods, (ii) reviewed certain internal 

financial and operating data of GM, including the projections as described in this 

Submission, which data were prepared and provided to Evercore by GM management,

(iii) discussed GM’s operations and future prospects with the GM senior management 

team, (iv) reviewed publicly available financial data for, and considered the market value 

of, public companies that Evercore deemed generally comparable to GM, as described 

below, (v) considered certain economic and industry information relevant to GM, and (vi) 

conducted such other studies, analyses, inquiries and investigations as it deemed 

appropriate.

The estimates of NPV prepared by Evercore were developed solely for purposes of the 

formulation of the GM Restructuring Plan. Such estimates do not constitute (i) a 

recommendation to any investor, current or future, as to what the trading value of GM 

securities would be at any time, or (ii) an opinion as to fairness from a financial 

perspective to any person of any consideration pursuant to any transaction. 

Furthermore, Evercore’s estimates of NPV reflect the application of standard valuation 

techniques and do not purport to reflect or constitute appraisals, liquidation values or 

estimates of the actual market value that may be realized through the sale of any 

securities or through any subsequent contemplated transaction, which may be 

96
significantly different from the amounts set forth herein. The value of an operating 

business is subject to numerous uncertainties and contingencies which are difficult to 

predict and which fluctuate with changes in factors affecting the financial condition and 

prospects of such a business. As a result, the estimated NPV range for GM set forth 

herein is not necessarily indicative of actual outcomes, which may be significantly more 

or less favorable. Neither GM, Evercore, nor any other person assumes responsibility for 

any differences between the NPV range and any such actual outcomes. Actual market 

prices of GM securities will depend upon, among other things, the operating performance 

of GM, prevailing interest rates, conditions in the financial markets, developments in 

GM’s industry and economic conditions generally, and other factors which generally 

influence the prices of securities. 

Valuation Methodology 

The discounted cash flow (DCF) analysis is a forward-looking enterprise valuation 

methodology that estimates the value of an asset or business by calculating the present 

value of expected future cash flows to be generated by that asset or business. Under this 

methodology, projected unlevered after-tax future cash flows of the business for a certain 

projection period are discounted by the business’s weighted average cost of capital, or

discount rate. The applicable discount rate reflects the weighted average rate of return 

that would be required by debt and equity investors to invest in the business based on its 

long-term capital structure. The enterprise value of the business is determined by adding 

to such discounted cash flows an estimate for the value of the firm beyond the projection 

period, known as the terminal value. The terminal value is derived by applying a 

multiple to projected EBITDA in the final year of the projection period, discounted back 

to the applicable valuation date by the applicable discount rate. Although formulaic 

methods are used to derive the key estimates for the DCF methodology, their application 

and interpretation involve complex considerations and judgments concerning potential 

variances in the projected financial and operating characteristics of a company, which in 

turn affect its cost of capital and terminal multiple.

To estimate the discount rate applicable to GM, Evercore used the weighted average cost

of equity and the after-tax cost of debt for GM, weighted by a targeted long-term debt-tototal-capitalization ratio, based on the average ratio of the Peer Group described in the 

following paragraph. Evercore calculated the cost of equity based on the Capital Asset 

Pricing Model, which assumes that the required equity return is a function of the risk-free 

cost of capital and the correlation of a publicly traded stock’s performance to the return 

on the broader market. To estimate the cost of debt, Evercore estimated what would be

GM’s blended cost of debt based on normalized capital markets conditions and the 

financing costs for comparable companies with leverage similar to GM’s long-term target 

capital structure.

Evercore selected the following publicly traded companies (Peer Group) on the basis of 

general comparability to GM based on the general similarity in their lines of businesses, 

business risks, growth prospects, maturity of businesses, location, market presence and 

size and scale of operations: Daimler AG, Bayerische Motoren Werke AG, Volkswagen 

AG, PSA Peugeot Citroen, Fiat S.p.A., Toyota Motor Corporation, Honda Motor Co., 

97
Ltd., Nissan Motor Co., Ltd., Hyundai Motor Company, and Renault S.A. The selection 

of appropriate comparable companies is often difficult, a matter of judgment, and subject 

to limitations due to sample size and the availability of meaningful market-based 

information. 

In determining the terminal multiple, Evercore used the EBITDA multiple range 

consistent with a normalized EBITDA multiple range for the Peer Group. Evercore

calculated GM’s NPV using a range of discount rates (from 9.5% to 11.5%) and a range 

of terminal value EBITDA multiples (from 4.25x to 4.75x). 

In applying the above methodology, Evercore used the projections prepared by GM 

management for the period beginning January 1, 2009 and ending December 31, 2014 to 

derive unlevered after-tax free cash flows. Free cash flow includes sources and uses of 

cash not reflected in the income statement, such as changes in working capital and capital 

expenditures. In tax-affecting the unlevered future cash flows, Evercore used a regionalweighted corporate income tax rate of 35 percent based on an estimate by GM 

management and separately adjusted for the value of present and future deferred tax 

assets. To arrive at a range of Core Enterprise Values for GM, Evercore discounted these 

cash flows, along with a range of terminal values derived by applying the terminal value 

EBITDA multiples described above, back to December 31, 2008 using the range of 

discount rates described above and adjusting for the estimated present value of deferred 

tax assets. To arrive at a range of Enterprise Values for GM, Evercore adjusted Core 

Enterprise Value for (i) the estimated value of GM’s investments in unconsolidated 

subsidiaries (including the value of GMAC as estimated by GM management as of 

December 31, 2008) and, the present value of expected asset sales by GM and the asset 

carve-out from GMAC calculated by Evercore based on GM management projections 

and using the range of discount rates described above, (ii) the present value of estimated 

cash outflows from GM to Delphi and other estimated cash restructuring costs calculated 

by Evercore based on GM management projections and using the range of discount rates 

described above, and (iii) the estimated value of GM’s minority interests (as estimated by 

GM management as of December 31, 2008).

Evercore assumed that GM’s existing deferred tax assets would be used to offset 

income resulting from the cancellation of debt in the GM Restructuring Plan and that

GM would receive Congressional legislation releasing it from the limitation set forth 

in §382 of the Internal Revenue Code of 1986, as amended, which otherwise would 

effectively eliminate the ability of GM to utilize the deferred tax assets to offset future 

tax liabilities. We understand that assuming the signing of the Economic Stimulus 

Package on February 17, 2009 by the President, GM would be able to utilize the 

deferred tax assets to offset these tax liabilities. In addition, GM management 

expects GM to generate additional deferred tax assets in 2009, which Evercore 

assumed would be used to reduce cash taxes payable in the subsequent years. To 

value this benefit, Evercore discounted the annual tax benefit at the midpoint cost of 

equity that was applied in the discount rate range used in the DCF analysis of the 

overall company. Evercore has not conducted, and does not assume responsibility for 

conducting, the tax diligence required to confirm the underlying tax assumptions used 

in the valuation. 

98
The estimates of Core Enterprise Value not include (i) GM’s total debt less cash in 

excess of the amount required for working capital, (ii) the present value of GM’s 

estimated payments related to the UAW VEBA obligation discounted at a 9 percent 

rate, or (iii) the present value of expected cash contributions by GM to U.S. and 

international pension funds calculated using the range of discount rates described 

above. Each of the above was calculated separately by Evercore, based on projections 

and estimates provided by GM management and included in GM’s Net Obligations.

99
Appendix K

SUPPLY BASE DEVELOPMENT

GM‟s Current Supplier Management Approach Summary 

• GM has been moving new and current programs to healthier suppliers and will 

accelerate this process significantly in 2009-2011

• GM projects a 30 percent reduction in the number of suppliers to GMNA (K2)

• GM‘s strategy is to continue improving supply base health by partnering with 

suppliers who are cost-effective and have invested in innovative products and 

technologies (K3)

• This strategy allows suppliers to achieve economies of scale and to restore their own 

health

• GM is in the best position as the supply base‘s customer to determine who the right 

partners are to build a healthy future with

• GM expects the North American supply base to continue to deliver annual 

material performance over the viability plan period

• This performance will continue to be driven by annual performance in long term 

contracts, increased supplier capacity utilization and productivity, and continued 

technical cost reduction opportunities

• In earlier years of the viability plan, GM expects some of this performance to be 

offset by the cost to GM of addressing the impact of the industry downturn 

K1

100
Compression Enables GM to Build and Manage a Competitive 

Supply Base

60 62 

58 59 

48 

34 34 

41 

500

700

900

1100

1300

1500

1700

1900

0

10

20

30

40

50

60

70

2004 2005 2006 2007 2008 2009 2009E 2010E

Annual Buy vs. Supplier Count

(North America)

Annual Buy 

($ Billions)

Supplier 

Count

(line)

K2

GM Commodity Team Case Study: Economy of Scale Improves 

Supply Base Health

K3

101
Appendix L

BANKRUPTCY ANALYSIS

Bankruptcy Analysis Summary

L1

The company plans to significantly improve its operations and reduce its liabilities via 

an out-of-court process

The incremental portion of the company's liabilities that can be practically addressed 

in a bankruptcy versus an out-of-court process is limited relative to the likely negative 

impact on the revenue of the enterprise and the additional funding required in conjunction 

with such a bankruptcy filing

To the extent the company enters bankruptcy, there can be no assurances that the 

company will be able to exit quickly, if at all

• Unprecedented amounts of debtor-in-possession (DIP) financing would be needed and 

would not be available through traditional funding sources today; would require U.S. 

Government sponsored / funded DIP 

Many of the liabilities that could be impaired in a protracted bankruptcy could either 

shift to the U.S. government or critically impact the broader economy, thereby 

mitigating the benefit in today's environment

The out-of-court process offers the best balance of rightsizing the company's 

liabilities while preserving the value of the enterprise

1

2

3

4

5

102
Appendix L

BANKRUPTCY ANALYSIS

Structural Alternatives to Proposed Restructuring Plan

The Plan presented in this report is predicated upon restructuring the operations and 

liability/capital structure of the Company without submitting to a U.S. bankruptcy process (―out 

of court process‖).

An out of court process will achieve the key financial objectives of the plan without the trauma 

and systemic risk inherent in a bankruptcy case. An out of court process demonstrates the 

Company’s ability to re-pay the U.S. Department of Treasury loans and to structure a viable

business with a positive net present value, credibility with consumers and a competitive

operating and capital structure, while minimizing the risk that further financial reorganization

will be required.

A fundamental element of the Company’s restructuring plan is to avoid further revenue losses

that arise from bankruptcy. The out of court process is critical to that objective. Although the 

Company recognizes that the out of court process does not afford the Company the option to use 

bankruptcy powers to unilaterally impair claims, reject executory contracts and the like, the 

Company believes that those potential benefits are more than offset by the actual and potential 

negative consequences of bankruptcy. Specifically, the incremental portion of the Company’s 

liabilities that can be practically addressed in a bankruptcy is quite limited, compared to the level 

of support and additional funding that would be necessary to mitigate revenue losses and other 

consequences. 

Consumer confidence is essential to the Company’s future success. For most consumers, the 

purchase of a vehicle represents their second largest expenditure (after housing). Consumers 

view resale value and the assured availability of warranty coverage and long-term parts and 

service as critical inputs to their purchase decision. It is the judgment of the Company that a 

bankruptcy filing would substantially, if not completely, erode consumers’ confidence in GM’s 

ability to deliver on those requirements. The consumer, with a choice of a comparable product 

backed by a manufacturer operating outside bankruptcy, is substantially less likely to opt for the 

bankruptcy tainted product. The resulting deep and precipitous slide in the Company’s revenue 

would endanger not only the Company’s viability, but that of countless of its dealers and 

suppliers, which are in turn relied upon by other manufacturers and the public. In addition, a GM 

bankruptcy would threaten GMAC’s ability to fund itself in the capital markets, impairing 

GMAC’s capacity to provide wholesale and retail financing essential to support the viability of 

GM. 

The systemic risk to the automotive industry and the overall U.S. economy are considerable, just 

as the bankruptcy of Lehman had a ripple effect throughout the financial industry. Indeed, the 

risks relating to a bankruptcy in the automotive sector may be more extensive than Lehman 

presented in light of the wider range of constituencies, profound employment effects and the 

potential impact on consumer sentiment. Based upon exhaustive analysis, these risks outweigh 

the benefits of a bankruptcy based approach to the Company’s restructuring. 

103
It should also be noted, as will be shown below, that the financing requirements of the Company 

significantly exceed those in an out of court process, irrespective of the bankruptcy route chosen. 

Additionally, many of the liabilities that could be impaired in a traditional bankruptcy process 

could have the effect of shifting those liabilities to the U.S. Government.

To assess the relative merits of an out of court process, the Company has compared the projected 

results of its viability plan against projected outcomes in three different bankruptcy scenarios. 

The analysis included in this Appendix addressing each scenario necessarily makes a number of 

simplifying assumptions, including that any bankruptcy proceeds in an orderly fashion along a 

prescribed timeline. In truth and in practice, the process involves many risks, virtually all of 

which involve delays in timing. To the extent that the Company enters bankruptcy, even via one 

of the two accelerated strategies, there is an exceptionally high risk that the timeframes extend

beyond those presently assumed, rendering the projected DIP funding requirements understated 

and optimistic. In a traditional Chapter 11 process designed to address all of the Company’s 

liability structure, given the complexity and scope of General Motors’ global business operations, 

there is a substantial risk that emergence from bankruptcy will prove impossible and a 

liquidation pursuant to Chapter 7 of the Bankruptcy Code will result. Finally, given the 

Company’s financial position and the state of the credit markets, any DIP financing would need 

to be provided by the U.S. Government. Otherwise, General Motors would not be able to 

operate in Chapter 11 and would very likely be compelled to liquidate.

The three scenarios considered were as follows:

1. ―Pre-solicited or Pre-packaged Chapter 11‖ -- Under this scenario, and as 

contemplated in the Company’s planned Bond/VEBA exchange offer, tendering 

bondholders would be required to vote affirmatively to accept a Chapter 11 Plan of 

Reorganization. If possible (because the Plan of Reorganization received the requisite 

votes) and necessary (because the out of court process failed), the exchange plan would 

be implemented in bankruptcy, binding 100% of the bondholders to accept consideration 

equivalent to that contemplated in the out of court exchange. However, this scenario 

requires an agreement in advance regarding the treatment of VEBA liabilities acceptable 

to bondholders, as well as a commitment for government financing. No other creditor 

would be impaired. Existing shareholders would be almost entirely diluted.

This scenario is assumed to require approximately 60-65 days to achieve confirmation of 

the plan and exit from Chapter 11. It will cause a quite severe near-term negative revenue 

impact during the bankruptcy proceeding, and a less severe but still serious long-term 

negative revenue impact after exiting from Chapter 11.

2. ―Pre-negotiated Cram-Down Plan‖ -- Under this option, which is more 

aggressive than a consensual pre-packaged Chapter 11 approach discussed in Scenario 1 

above, the Company would seek a larger conversion of debt to equity. This strategy 

could take many forms, including: (A) complete conversion of the bonds to equity; (B) 

reduction in obligations from impairing additional classes of claims (including potentially 

litigation liabilities, dealer claims and contract rejection damages); and (C) greater to 

perhaps complete equitization of the VEBA obligations. This scenario is assumed to 

require a minimum of 90 days for its least aggressive variant, up to as long as six months 

or more for more aggressive variants, such as converting a portion of other liabilities to 

equity. If the Company were to pursue a larger or complete conversion of the VEBA to 

104
equity, the assumption is that this would be a vigorously contested, endangering 

resolution with the UAW and potentially forcing the Company into an extended 

traditional Chapter 11 case or free-fall bankruptcy as described in Scenario 3.

For analytical purposes, GM has assumed only the benefits in (A) above, or conversion of 

the bonds to equity, completed in the shortest (90 day) timeframe possible. The negative 

revenue impact during this option is expected to be even more severe, with greater 

permanent effects, compared to the pre-solicited process described in Scenario 1. In 

addition, the cram down process results in an incremental $4 billion debt reduction, or

complete conversion of all U.S. unsecured debt to equity, but also involves significantly 

higher levels of DIP financing required which, in turn, produces a significantly negative 

NPV. There would be significantly less negative impact than in a traditional Chapter 11, 

which has broader implications for the industry as a whole. However, this scenario 

includes elements likely to elicit opposition, which increases the timing risks and the risk 

that Scenario 2 might evolve into the substantially less favorable Scenario 3. 

3. ―Traditional Chapter 11 Case‖ -- Under this scenario, the objective would be 

to accomplish a more comprehensive restructuring of the liability portion of the balance 

sheet, along with substantial asset dispositions, using all of the tools traditionally 

available to debtors to restructure through a court supervised process.

This process could be expected to require 18-24 months, with an estimated 24 months 

used for analytical purposes in this appendix. Financially, while the traditional 

bankruptcy process allows for greater liability reduction potential, incremental funding 

requirements surge close to a $100 billion or more, reflecting catastrophic revenue 

reduction impact as well as wholesale (i.e., dealer) financing requirements and supplier 

support. The revenue impact during this type of bankruptcy would be very severe, with a 

substantially delayed recovery time and significant potential for permanent, significant

damage. Indeed, there is considerable doubt whether the Company would survive this 

process.

To assess the risks and benefits of each strategy, the Company must weigh the potential 

additional ―cleansing‖ or liability reducing benefits of each strategy against the ―revenue erosion‖ 

impact. Key simplifying assumptions in the analysis are as follows: (1) that global revenue 

impact would be proportional to that experienced in the U.S.; (2) that DIP financing, which the 

Company believes would not be available today in sufficient size through traditional means, 

would be provided by the U.S. Treasury; and (3) that the Company under a bankruptcy scenario 

would request substantial and longer term U.S. Government backstop of warranty coverage, and 

other customer protections, to address consumer concerns, particularly during the bankruptcy 

court administration period (which would be helpful, but would not address resale value, 

competitive threats and other lingering customer concerns).

 

The remainder of this Appendix discusses the analysis in detail. Table A below summarizes the 

Company’s conclusions as to the potential results of each process. Exhibit 3 to this appendix 

includes a detailed discussion of the operating scenarios utilized for the analysis presented in 

Table A.

105
Table A: Total Financing Requirement

($ in billions)

Out of 

Court 

Process

PreSolicited 

Process

Cram 

Down 

Process

Traditional 

Process

Liability Reduction Potential 47 47 47 >100

Liabilities Reduced 28 33 37 41-78

NPV – Equity Value (Midpoint) 9 6 0-(16) (25)-(28)

Government Support*

U.S. Financing Requirement 23 25 29-37 42-53

Wholesale Support 0 2 7 14

Supplier Support 4 8 9-10 13-17

Delphi 0 1 1 2

Total U.S. Government 27 36 46-55 71-86

Non-U.S. Financing Requirement 6 9 11-15 15-17

Total Financing Requirement 33 45 57-70 86-103

* Government support defined as peak borrowing requirements from 2009-2011

Qualitative Factors—The key assumption in each of the first three columns of Table A is that 

the objective for the shortest possible time spent in Chapter 11 limits debt reduction strategies to 

the $47 billion in U.S. unsecured debt and VEBA. While the 60-day (pre-solicited) process does 

generate a positive NPV, it is below that achieved through the out-of-court process. The 

incremental debt reduction involves a 100% participation in the proposed bond exchange, rather 

than the minimum of 80% proposed in the out-of-court process, reducing debt by an additional 

$5 billion, in effect eliminating the ―hold out‖ risks in the out-of-court process. Government 

financing requirements could increase (on both temporary and, to a lesser degree, long-term 

bases) by $12 billion. 

The Company’s view of likely unit volume, revenue and contribution margin losses—while in 

bankruptcy, and after exiting the process—are embedded in the NPVs presented in Table A 

above. As noted, such revenue losses—in every case—offset the incremental liabilities 

extinguished by any form of bankruptcy. The Company analyzed the amount of sales volume 

loss required to offset the positive impact on NPV of reducing incremental liabilities. As noted 

in Table B below, NPV neutral (or breakeven) unit volume losses—especially for 60-day (presolicited) and 90-day (cram down) strategies—do not have to be significant for the NPVs 

produced by these strategies to be less than the out-of-court result. The percentages in the table 

reflect the near-term impact on volumes of a bankruptcy followed by a second percentage that 

reflects the long-term volume impairment in the scenario. The proportion of the near-term loss 

percentage to the long-term percentage mirrors the scenarios modeled in Table A. 

106
Table B: Breakeven NPV Unit Volume Loss

(% US Volume Loss during Bankruptcy - % Long Term Volume Loss)

Out of 

Court 

Process

PreSolicited 

Process

Cram 

Down 

Process (B)

Traditional 

Process (A)

Breakeven NPV U.S. 

Unit Volume Loss * N/A 4% - 3% 9% - 5% 13% - 10%

* While the percentages in Table B reflect only the U.S. volume declines, the NPV breakeven scenarios include volume loss outside the U.S. at 

some fraction of the loss of U.S. volumes

The rationale for projected revenue losses associated with bankruptcy proceedings is presented in 

Exhibit 3. Cram Down Process (B) refers to the ―stronger‖ consumer reaction assumptions 

examined under Scenario 2. Traditional Process (A) refers to the ―Daewoo Experience‖ 

assumptions examined under Scenario 3. A breakeven volume estimate is not presented for the 

most complex and lengthy bankruptcy scenario because the large number and significant 

variability of the necessary assumptions, as well as the impractically large amount of external 

financing required, renders the result of such a calculation essentially meaningless. 

GM Balance Sheet and Capital Structure

Any analysis of the potential impact of a bankruptcy process must necessarily begin with an 

understanding of GM’s balance sheet (see Exhibit 1 for the condensed, unaudited balance sheet 

of General Motors Corporation as of September 30, 2008). As of September 30, total liabilities 

amounted to approximately $170 billion, assets totaled $110 billion, and stockholders’ deficit 

amounted to ($60) billion.

The $170 billion liability structure in the balance sheet reflects four significant forms of 

obligations, as summarized in Exhibit 2. First, liabilities to trade creditors critical to remain in 

business, reserves for warranty coverage (a liability that benefits consumers over time and that 

directly impacts the company’s brand and consumer reputation), accrued allowances for future 

expected sales incentives for products that have been sold by GM to dealers and are held in 

dealer inventories, and deposits from rental car companies relating to contracts with GM to 

repurchase the vehicles (this liability has a matching asset of roughly equal value). The total 

amount of such liabilities at September 30, 2008 amounted to $51.8 billion.

The second category involves liabilities related to post-retirement healthcare benefits and 

pension liabilities or obligations that accrue for the benefit of current or future retirees. The total 

of such liabilities at September 30, 2008 amounted to $46.4 billion. 

The third category includes debt obligations of the Company, the total of which amounted to 

$45.2 billion (including secured and all overseas obligations). Fourth, and finally, are all other 

liabilities, including taxes, derivative obligations, plant closing reserves, deferred income, 

payrolls and many other smaller liabilities. Such liabilities generally are tied to the Company’s 

production or sales cycles, as well as allowances for contingent liabilities. The total of such 

liabilities amounted to $26.0 billion. 

In evaluating the effectiveness of a bankruptcy process in ―cleansing‖ GM’s balance sheet, an 

assessment must be made relative to the impact of bankruptcy on each of these four categories, 

as well as the degree of complexity. In the first category, any impairment would directly impact 

suppliers, customers and dealers, fundamentally impacting the future franchise value of the 

107
company. The final category contains both obligations that are tied to the business cycle as well 

as contingent liabilities that might be discharged in a bankruptcy. Given the nature of all such 

liabilities, it must be assumed that they could only be addressed in a traditional bankruptcy 

process, as there would be substantial procedural and claims administration requirements. 

Further, many of these liabilities could only be discharged at substantial risk to the future 

franchise value of the Company.

As such, any rapid or accelerated process would naturally be targeted at U.S. unsecured bond 

debt (excluding secured debt and international debt of foreign subsidiaries) as well as postretirement obligations related to the VEBA. Any action to reject labor contracts, reject retiree 

benefits, or to modify and/or terminate pension plans would also very likely necessitate a 

traditional and protracted bankruptcy process. 

Debt Reduction Alternatives—Using the Company’s September 30, 2008 liability structure as 

the starting point, Table C rolls forward and aggregates total expected liabilities and future cash 

claims that would be considered in a bankruptcy filing:

Table C: Total Liability Summary

($ in billions)

September 30, 2008 Total Liabilities 169

New Liabilities Incurred in Q4 2008 

(includes $4 billion U.S. Treasury Secured debt) 7

December 31, 2008 Total Liabilities* 176

Roll-Forward of 12/31/08 Liabilities

(Including Incremental U.S. Treasury Debt and Other Adjustments) 12

Current Liabilities* 188

* Preliminary

With $188 billion of liabilities as the starting point for potential debt reduction through 

bankruptcy, Table D below summarizes such liabilities within categories that can be addressed

under the three different forms of bankruptcy noted earlier:

108
Table D: Liability Categories

($ in billions)

Operating/Trade Related Liabilities 72

Non-UAW VEBA-Related OPEB and Pensions (Global) 39

Subtotal Operating & Retiree Related 111

U.S. Secured Debt 21 (1)

Other Debt Including Foreign Subsidiary Debt 9

NPV of UAW VEBA Obligation 20 (2)

Unsecured U.S. Debt 27

Subtotal Debt Obligations 77

Total 188

(1) Includes U.S. Government secured ($15B) and secured revolver and term loan ($6B)

(2) NPV of future obligations, exclusive of transferred VEBA assets; discounted at 9%

Reflecting the above, both out-of-court restructuring and the two accelerated bankruptcy 

strategies necessarily limit their impact to $47 billion of the liabilities, including $20 billion in 

VEBA-related obligations and $27 billion in unsecured U.S. debt. In order to address other 

major elements of the capital structure, a traditional Chapter 11 process would be required.

Revenue and Operating Impacts—There are three critical factors to consider relative to 

revenue and other operating risks associated with Chapter 11. The first and most important 

involves revenue and contribution margin risk, including the potential for lost sales and increased 

discounts to sell vehicles. This impact has three principal elements: (1) lost sales and 

contribution margin during the bankruptcy period; (2) the length of the time, post-exit, until sales 

return to steady-state levels; and (3) long-term reputational damage and resultant permanent loss 

of market share, revenue and contribution margin. Considerable research has been done on this 

subject and there are several smaller examples from the global automobile industry to consider

(see Exhibit 3). Any adverse revenue and contribution margin impacts from bankruptcy drive 

greater DIP as well as permanent funding requirements.

The second key impact in a GM bankruptcy relates to GMAC and its wholesale credit lines to 

the Company’s dealers. A GM bankruptcy may constitute an Event of Default in one or more of 

GMAC’s independent credit facilities. GMAC might also experience indirect effects of a GM 

bankruptcy which triggered provisions in existing facilities or resulting in the inability to renew 

existing facilities. Therefore, absent some form of additional support for GMAC, General 

Motors believes that GMAC would cease wholesale dealer financing for all but the most 

creditworthy retailers. This would necessarily shift substantially the entire burden of wholesale 

financing to the Company, in turn increasing the size of any DIP funding facility.

The third key impact would involve suppliers. In an out-of-court process, and in the two 

accelerated bankruptcy strategies, claims of trade creditors are not impaired and no further 

provision has been made for incremental DIP capacity. In a traditional bankruptcy, with the 

significant expected volume declines increasing the likelihood of supplier economic distress, the 

Company believes that incremental DIP, and potentially permanent additional funding, would be 

required.

109
Exhibit 1

GENERAL MOTORS CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheet 

September 30, 2008

($ In Millions)

(Unaudited)

September 30,

Description 2008

Current Assets

 Cash and cash equivalents 15,831

 Marketable securities 67

 Total Cash and marketable securities 15,898

 Accounts and notes receivable, net 9,461

 Inventories 16,914

 Equipment on operating leases, net 4,312

 Other current assets and deferred income taxes 3,511

 Total current assets 50,096

 FINANCING AND INSURANCE OPERATIONS ASSETS

 Cash and cash equivalents 176

 Investment in securities 273

 Equipment on operating leases, net 2,892

 Equity in net assets of GMAC LLC 1,949

 Other assets 2,034

 Total Financing and Insurance Operations assets 7,324

Non-Current Assets

 Equity in and advances to nonconsolidated affiliates 2,351

 Property, net 42,156

 Goodwill and intangible assets, net 949

 Deferred income taxes 907

 Prepaid pension 3,602

 Other assets 3,040

 Total non-current assets 53,005

TOTAL ASSETS 110,425

Current Liabilities

 Accounts payable (principally trade) 27,839

 Short term borrowings and current portion of long-term debt 7,208

 Accrued expenses 33,959

 Total current liabilities 69,006

 FINANCING AND INSURANCE OPERATIONS LIABILITIES

 Debt 1,890

 Other liabilities and deferred income taxes 768

 Total Financing and Insurance Operations liabilities 2,658

Non-Current Liabilities

 Long-term debt 36,057

 Postretirement benefits other than pensions 33,714

 Pensions 11,500

 Other liabilities and deferred income taxes 16,484

 Total non-current liabilities 97,755

TOTAL LIABILITIES 169,419

 Minority Interests 945

 Preferred stock, no par value, 6,000,000 shares authorized, no shares issued and outstanding 0

Common stock, $1 2/3 par value (2,000,000,000 shares authorized, 800,937,541 and 610,462,606 

shares issued and outstanding, respectively) 1,017

 Capital surplus (principally additional paid-in capital) 15,732

 Accumulated deficit (61,014)

 Accumulated other comprehensive loss (15,674)

TOTAL STOCKHOLDERS' DEFICIT (59,939)

TOTAL LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' DEFICIT 110,425

110
Exhibit 2

Summarized Balance Sheet Elements

($ in billions)

Sept 30, 2008

Accounts Payable – Auto 27.8

Warranty and Policy Obligations 9.0

Sales Allowance Accruals 8.5

Customer Deposits 6.5

Sub-Total Category 1 51.8

Post-Retirement Benefits, Other than Pensions* 34.2

Pensions* 12.2

Sub-Total Category 2 46.4

Short-Term Borrowings 7.2

Finance and Insurance Debt – Secured 1.9

Long-Term Debt 36.1

Sub-Total Category 3 45.2

Category 4: All Other Liabilities 

(Taxes, Payrolls, Derivative Obligations, Deferred Income, Plant Closing Reserves, etc.)

26.0

TOTAL 169.4

*Includes current portion of liability

111
Appendix L

Exhibit 3

• 80% of people who intend to purchase a vehicle within six months said they would not

acquire from a company that filed for bankruptcy. (CNW Research 7/08)

• 32% of new vehicle intenders who decided not to buy GM cited possible bankruptcy 

discussions. Bankruptcy is #1 Reason for Avoidance for GM. (CNW Purchase Path 

11/08)

• 21% of respondents indicated they were ―very likely‖ to acquire from the Big 3; figure 

drops to 10% if the Big 3 company was to go bankrupt, an overall reduction in purchase 

intent of 50%. (MORPace Research 11/21/08)

• 33% would not consider a Detroit-brand vehicle if the company were in bankruptcy 

court. (USA Today/Gallup Poll 12/16/08)

• 39% of GM considerers in a national panel (representative of the general U.S. 

population) said they would drop their consideration of GM if GM files for bankruptcy. 

(TNS Online Express Omnibus Survey 02/10/09)

Recent Research is Consistent: Bankruptcy Considerably 

Reduces Consumer Consideration

L2

112
Over One-Third of GM New Vehicle Sales Come from Consumers Trading Competitive Makes or 

Buying New for the First Time... Such Sales are at Risk in a Bankruptcy

Important Points:

- In short bankruptcy, the 36% of GM new vehicle sales coming from 

conquest or ―new‖ vehicle buyers is at risk

- In long bankruptcy, some portion of GM owners returning to market 

are also at risk (1/3 of GM owners during this 2 year window) 

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

70.0%

Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08

GM Source of Sales

GM Non -GM 1st Time Buyer or No Trade-In

Source: GMIA/PIN through Dec. 2008 

Important Points:

- In short bankruptcy, the 36% of GM new vehicle 

sales coming from conquest or ―new‖ vehicle 

buyers is at risk

- In long bankruptcy, some portion of GM owners 

returning to market are also at risk (1/3 of GM 

owners during this 2 year window) 

L3

• In Germany, more than two-thirds of consumers considering buying Opel 

before would no longer do so if GM declares Chapter 11 insolvency in the U.S.; 

more than half of potential Chevy buyers would withdraw with bankruptcy 

(Source: GM Online Attitudes Survey, November 2008)

• In China, 51% of consumers would no longer consider purchasing American 

cars if American Detroit 3 announces bankruptcy, while 37% would still do, and 

12% are not sure (Source: Sina and SinoTrust survey of 2020 individuals, Nov 27 – December 

5, 2008)

• MG Rover‘s market share, UK, dropped from 2.8% in March 2005 to 0.4% in 

April and then fell further to 0.2% in both May and June following its 

bankruptcy

Recent Research Indicates GM New Vehicle Sales Outside 

the United States are also at Risk in any Bankruptcy

L4

113
Daewoo Motor Sales in Korea Permanently Dropped over 

40% Following its Restructuring

...and Daewoo had an allnew product line- up 

which competed in more 

segments than ever 

before

L5

GM Bankruptcy: Estimated Sales Impact

• 60-Day Bankruptcy

– 35 % loss; initial sales decline

– 10% loss; sales loss rate goes from 35% to 10% after 60 days

– 5% loss; sales are 5% below pre-bankruptcy levels 4 months after exiting bankruptcy and do not recover

• 90-Day Bankruptcy

A: ―Daewoo experience‖ consumer reaction (―Daewoo experience‖ = consumer reaction at a level similar to what Daewoo 

realized)

– 50 % loss; initial sales decline

– 20% loss; sales loss rate goes from 50% to 20% 90 days after exiting bankruptcy

– 10% loss; sales are 10% below pre-bankruptcy levels 1 year after exiting bankruptcy and do not recover

B: ―Stronger‖ consumer reaction

– 50 % loss; initial sales decline

» Increased incentives required

– 40% loss; sales loss rate goes from 50% to 40% 90 days after exiting bankruptcy

– 20% loss; sales are 20% below pre-bankruptcy levels 2 years after exiting bankruptcy and do not recover

• 2-Year Bankruptcy

A: ―Daewoo experience‖ consumer reaction

– 50 % loss; initial sales decline that is maintained throughout bankruptcy

– 40% loss; sales are 40% below pre-bankruptcy levels 6 months after exiting bankruptcy and do not recover

B: ―Stronger‖ consumer reaction

– 80 % loss; initial sales decline that is maintained throughout bankruptcy

– 70% loss; sales are 70% below pre-bankruptcy levels 6 months after exiting bankruptcy and do not recover

L6

114
• US and Canada

– Month 1: assume 35% sales loss / 65% retention to base case forecast due to loss of consumer and dealer 

confidence and negative media blitz. Positive message of a ―60 day bankruptcy‖ mitigates potential 50% loss.

– Month 2: assumes 20% sales loss / 80% retention to base forecast as the media, GM and the government work in 

concert to dispel concerns and demonstrate that GM is going to exit bankruptcy at 60 days 

– Month 3 - 6: assumes 10% sales loss / 90% retention as the promised actions are delivered, but some concerns 

persist among the ―GM fence sitters‖

– Ongoing after 6 months: assumes 5% sales loss / 95% retention as GM rebuilds brand damage

• Rest of World (RoW)

– Assumes that the US and Canada problems become global ―brand‖ concerns 

– RoW impact is significant but milder as their markets are not impacted directly and a quick resolution provides 

confidence that their markets ―survived‖ the bad news in the US and Canada

– After year 1 the RoW markets move on as the crisis proved itself to be contained to the US and Canada but some 

residual negative brand image persists

July August September Oct-Dec 2010 2011 2012 - 2014

US and Canada 35% 20% 10% 10% 5% 5% 5%

NA Other 30% 10% 5% 5% 2% 2% 2%

Europe 30% 10% 5% 5% 2% 2% 2%

LAAM 30% 10% 5% 5% 2% 2% 2%

AP Outside of China 30% 10% 5% 5% 2% 2% 1%

China 25% 10% 5% 5% 2% 2% 1%

Loss Rates

Last 6 months of 2009 Annual

60-Day Bankruptcy

L7

• US and Canada

– This scenario represents GM‘s sales impact estimate given ―Daewoo experience‖ level of consumer reaction in a 90-

day bankruptcy

– Months 1 to 3: assume 50% sales loss/50% retention to base case forecast due to loss of consumer and dealer 

confidence and negative media blitz

– End of 90 Days: assume bankruptcy resolved and resuming normal operations

– After 12 months: sales loss goes from 50% to 10% as GM rebuilds brand damage while still combating general 

lingering bankruptcy concerns

• RoW

– Assumes that the US and Canada problems become global ―brand‖ concerns 

– RoW impact is significant but milder as their markets are not impacted directly and a quick resolution provides 

confidence that their markets ―survived‖ the bad news in the US and Canada

90-Day Bankruptcy: “Daewoo Experience” Consumer Reaction 

(A)

July August September Oct-Dec 2010 2011 2012 - 2014

US and Canada 50% 50% 50% 40% 20% 10% 10%

NA Other 30% 30% 30% 20% 10% 5% 5%

Europe 30% 30% 30% 20% 10% 5% 5%

LAAM 30% 30% 30% 20% 10% 5% 5%

AP outside of China 30% 30% 30% 20% 10% 2% 2%

China 25% 25% 25% 15% 5% 2% 2%

Last 6 months of 2009 Annual

Loss Rates

L8

115
• US and Canada

– This scenario represents GM‘s sales impact estimate given ―stronger‖ consumer reaction and a 90-day 

bankruptcy

– Month 1 to 3: assume 50% sales loss/50% retention to base case forecast due to loss of consumer and dealer 

confidence and negative media blitz

• Additional incentives required

– End of 90 Days: assume bankruptcy resolved, resuming normal operations

– 2010 to 2013: sales loss goes from 50% to 20% as GM rebuilds brand damage while still combating general 

lingering bankruptcy concerns

• RoW

– Assumes that the US and Canada problems become global ―brand‖ concerns 

– RoW impact is significant but milder as their markets are not impacted directly and a quick resolution provides 

confidence that their markets ―survived‖ the bad news in the US and Canada

90-Day Bankruptcy: “Stronger” Consumer Reaction (B)

July August September Oct-Dec 2010 2011 2012 - 2014

US and Canada 50% 50% 50% 45% 40% 30% 20%

NA Other 30% 30% 30% 25% 20% 15% 10%

Europe 30% 30% 30% 25% 20% 15% 10%

LAAM 30% 30% 30% 25% 20% 15% 10%

AP outside of China 30% 30% 30% 25% 20% 15% 5%

China 25% 25% 25% 20% 15% 10% 5%

Loss Rates

Last 6 months of 2009 Annual

L9

• US and Canada

– This scenario represents GM‘s sales impact estimate given ―Daewoo experience‖ level of consumer reaction and a 

2-year bankruptcy

– First 12 months: assume 50% sales loss/50% retention to base case forecast due to loss of consumer and 

dealer confidence and continual negative media 

– After emerging from bankruptcy : sales loss assumes a slight improvement from 50% to 40% loss reflecting 

non-recoverable brand damage and the lingering impacts of bankruptcy

• RoW

– Assumes that the US and Canada problems become global ―brand‖ concerns 

– RoW impact is significant but milder as their markets are not impacted directly; a protracted resolution provides 

long term impacts of 20% sales loss (less expected in AP), reflecting consumer concerns of buying from a 

troubled global manufacturer

2-Year Bankruptcy: “Daewoo Experience” Consumer Reaction 

(A)

July August September Oct-Dec 2010 2011 2012 - 2014

US and Canada 50% 50% 50% 50% 50% 50% 40%

NA Other 30% 30% 30% 30% 20% 20% 10%

Europe 30% 30% 30% 30% 20% 20% 10%

LAAM 30% 30% 30% 30% 20% 20% 10%

AP outside of China 30% 30% 30% 30% 20% 20% 5%

China 25% 25% 25% 20% 15% 10% 5%

Loss Rates

Last 6 months of 2009 Annual

L10

116
• US and Canada

– This scenario represents GM‘s sales impact estimate given ―stronger‖ consumer reaction and a 2-year bankruptcy

– First 12 months: assume 80% sales loss/80% retention to base case forecast due to loss of consumer and dealer 

confidence and continual negative media 

– After emerging from bankruptcy: sales loss assumes a slight improvement from 80% to 70% loss reflecting nonrecoverable brand damage and the lingering impacts of bankruptcy

• RoW

– Assumes that the US and Canada problems become global ―brand‖ concerns 

– RoW impact is significant but milder as their markets are not impacted directly; a protracted resolution provides long 

term impacts of 20% sales loss (less expected in AP), reflecting consumer concerns of buying from a troubled global 

manufacturer

2-Year Bankruptcy: “Stronger” Consumer Reaction (B)

July August September Oct-Dec 2010 2011 2012 - 2014

US and Canada 80% 80% 80% 80% 80% 80% 70%

NA Other 30% 30% 30% 30% 25% 25% 20%

Europe 30% 30% 30% 30% 25% 25% 20%

LAAM 30% 30% 30% 30% 25% 25% 20%

AP outside of China 30% 30% 30% 30% 25% 25% 10%

China 25% 25% 25% 20% 20% 15% 10%

Loss Rates

Last 6 months of 2009 Annual

L11

117