Enterprise Improvement Corporate Turnaround and Restructuring

Financial Advisory Services

Information Management Services

Ted Stenger, Kyle Braden, Christian Cook Wharton Executive MBA Program Philadelphia, PA March 26, 2010

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“The GM Story”

Contents: • GM Profile and Key Statistics • Restructuring Activities and Milestones • Breakdown of Government Funding • "GM Before" to "NewGM" Comparisons • "Old GM" Overview • Property Overview

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Overview:

North America

Vehicle Sales 3,564,000

Revenue $86.2 billion

Employees 118,000

Europe

Vehicle Sales 2,041,000

Revenue $34.4 billion

Employees 55,000

Latin America, Africa, Middle East

Vehicle Sales 1,276,000

Revenue $20.3 billion

Employees 35,000

Asia Pacific

Vehicle Sales 1,475,000

Revenue $17.8 billion

Employees 35,000

Global

Vehicle Sales 8,356,000

Revenue $147 billion

Employees 243,000

General Motors Corp. in 2008

GM Restructuring Activities and Milestones

October November December January February March April May June July

GM recognized it needs cash to survive

“Big 3” CEOs request US government support

Emergency bankruptcy filling and cash-conservation plans developed.

President Bush approves $13.4 billion loan to GM

Steve Rattner and Ron Bloom appointed to US Treasury’s “Auto Task Force”

• Bankruptcy-prep program gains urgency

• March 28th, Rick Wagoner asked to step down as CEO

“Section 363” bankruptcy option becomes primary plan

Chrysler files for bankruptcy

June 1st, GM files for bankruptcy

• Bankruptcy Court approves the sale

• Remnants of GMC renamed MLC

•First Viability Plan filed on 12/2/08 •Drawdown of $4 billion (out of $13.4 billion) received on 12/31/08

Second draw of $5.4 billion

received

GM submits Second

Viability Plan Third draw of

$4 billion received

GM submits Third Viability

Plan

GM submits Fourth

Viability Plan

“GM Before” vs.“New GM”

“GM before” (2008) “new GM” (Today) Name: General Motors Corporation Name: General Motors Company

Chairman and CEO: Rick Wagoner Chairman and CEO: Ed Whitacre

Ownership: publically traded; 610 million shares outstanding

Ownership: privately held; 60.8% by US Treasury, 11.7% by Canadian governments, 17.5% by UAW healthcare trust, 10% by bondholders and other creditors

Market share: 22.3% Market share: 18.4% in 2012 (est.)

U.S. dealerships: 6,099 (April 30) U.S. dealerships: 3,600 (2010)

U.S. nameplates: 48 U.S. nameplates: 34 (2010)

U.S. brands: Buick, Cadillac, Chevrolet, GMC, Hummer, Pontiac, Saab, Saturn, med-duty trucks

U.S. brands: Buick, Cadillac, Chevrolet, GMC

Employees: 235,000 (worldwide) / 81,000 (U.S)

Employees: 63,500 (U.S.)

U.S. breakeven: 16 million units U.S. breakeven: 10.5 million units

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Breakdown of Government Funding

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Pre-Chapter Estimated OCF Supplier Cash Revolver and Canadian Cash / ETC Total 11 Financing shortfall Support Restructuring Costs M&E Term Loan Legacy Cushion Other Funding Refinancing / Debt Liabilities Requirement Repayments

Post-Transaction Structure

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OldGM

Purchased Assets and Assumed

Liabilities

Excluded Assets and Retained

Liabilities

UST

NewGM

60.8% Common

72.2% Preferred

$8B Note

Canada

11.7% Common

4.5% Preferred

$1.3B Note

17.5% Common

23.3% Preferred

Warrant to Acquire 2.5% of Common

$2.5B Note

10% Common

Warrants to Acquire15% of Common

2% Contingently Issuable Common Stock

New VEBA

Capital Structure

Debt $17BPreferred Stock $9BCommon Stock - *

* Warrants issued to Old GM & New VEBA for 17.5% of common stock

Bondholders

Unsecured Creditors

Motors Liquidation Company, “oldGM”

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All core and positive value assets were taken to NewGM, with the remainder remaining in MLC Relationship between New GM and MLC:

Master Lease Agreement: NewGM will lease 13 plants from MLC Transition Services Agreement: NewGM to provide various services to MLC, including Accounting, Tax, IT, etc. – Terminated as of December 31, 2009 Master Purchase and Sale Agreement

Plants: • 16 total (4 assembly, 6 stamping, 6 powertrain) including select machinery and equipment deemed not necessary by NewGM

Leases: • Leased office space and parts warehouses, which were subsequently rejected under Ch. 11 after NewGM vacated

Real Estate: • Numerous real estate holdings, including decommissioned plants, office space, dealerships, vacant land, residences, churches and a golf course

• Many have significant environmental liabilities

Entities • 50% Equity in NUMMI (50/50 JV with Toyota) • Equity in GM Strasbourg (Powertrain manufacturing plant)

Liabilities: • Splinter union obligations (IUE, USW, etc.) • Environmental (excluding property going to NewCo) • Dealers (that don’t accept either “wind down” or new dealer agreements) • Prepetition litigation; Pre-close product liability • Asbestos • Other Priority and Unsecured Claims

MLC Owns and Maintains Many of the Largest Buildings in the World

9 9 Confidential

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Approximate Square Footage (in MM sq. ft.)

Willow Run Powertrain Plant

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Location: Ypsilanti, MI Earliest Service Date: 1953 Approximate Size: 5.0MM sq. ft. Last Models Built: A. 4L80E RWD 4-speed w/capacity of 352,500 B. 4T80E FWD 4-speed w/capacity of 209,030

Pontiac Assembly - Body in White (1/3)

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Pontiac Assembly – Body in White (2/3)

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Pontiac Assembly – Body in White (3/3)

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Pontiac Assembly – Paint (1/3)

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Pontiac Assembly – Paint (2/3)

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Pontiac Assembly – Paint (3/3)

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Pontiac Assembly – Chassis Assembly (1/3)

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Pontiac Assembly – Engine Assembly (2/3)

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Pontiac Assembly – Final Truck Assembly (3/3)

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Pontiac Facility (North Facility)

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Location: Pontiac, MI Earliest Service Date: 1926 Size: 2.8MM Sq. ft / 302 Acres Models Built: Press Metal/Engine Status: NewGM has leased portions of the

facility through mid 2011

MLC New GM

“Old GM” (Motors Liquidation Co.): 3 Principal Tasks

• Disposition of remaining properties

– 125 holdings, including 16 manufacturing plants (~50 million s.f. under roof)

• Environmental remediation

– Both continuation of ongoing remediation and preparation for a court-approved trust to take over at end of the bankruptcy

• Claims settlement

– Goal: An approved Plan of Reorganization by Q4 2010

– Goal: To turn over all of the 10% of GM Company (“new GM”) that MLC presently owns (stock and warrants) to GM’s unsecured creditors

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London 20 North Audley Street

London W1K 6WE United Kingdom

+44.20.7098.7400

Chicago 300 N. LaSalle Street

Suite 1900 Chicago, IL 60654

312.346.2500

Dallas 2100 McKinney Ave.

Suite 800 Dallas, TX 75201

214.647.7500

Detroit 2000 Town Center

Suite 2400 Southfield, MI 48075

248. 358.4420

Los Angeles 515 S. Flower Street

Suite 3050 Los Angeles, CA 90071

213.437.7100

New York 40 West 57th Street

New York, NY 10019 212.490.2500

Milan Corso Matteotti 9

20121 Milan Italy

+39.02.360.12000

Munich Mauerkircherstr. 1 a

81679 Munchen Germany

+49.89.20.30.40.00

Düsseldorf Königsallee 59 a 40215 Düsseldorf

Germany +49.211.97.55.10.00

Tokyo Marunouchi Building 24F

2-4-1 Marunouchi Chiyoda-ku

Tokyo 100-6324 Japan +81.3.5533.4800

Shanghai Suite 6111

Plaza 66 Building I 1266 Nan Jing West Road Shanghai, 200040 China

+8621.6171.7555

Paris 49/51 Avenue George V

75008 Paris France

+33.1.76.74.72.00

San Francisco 4 Embarcadero Center 31st Floor, Suite 3110

San Francisco, CA 94111 415.848.0283

Washington, DC 1602 L Street, NW

Suite 300 Washington, DC 20036

202.756.9000

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Willow Run Powertrain Plant

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Location: Ypsilanti, MI Earliest Service Date: 1953 Approximate Size: 5.0MM sq. ft.