Harvard Global Case Competition - Miami University

1. Joe Braun | Garret Markey | Kevin Myers | Collin O’Sullivan | JacobWhite Miami University:Farmer’s Five Forces HARVARD GLO B AL CAS E COMPETITIONAT

2. 2Global Case Competition at Harvard – GM M&A GM NIO Tesla Rejection Rationale Alternative Investments FinalThoughts Industry Overview 5 10 14 18 23 27 33 Table of Contents Setting the Scene 3 Appendix 38

3. Setting the Scene

4. 4Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Executive Summary Brief History Industry Overview • General Motors (“GM”) is one of the largest automobile manufacturers in the United States and sells vehicles under the Buick, Cadillac, Chevrolet, and GMC brands • GM has been focused on investing in autonomous driving, ride-sharing, and electric vehicles (“EVs”) • Tesla designs and sells performance EVs and was a leader in the mainstream EV movement • Announced the acquisition of MaxwellTechnologies, a producer of ultracapacitors, for $230MM in February • GM is looking to renew its brand and develop new capabilities through an acquisition or investment • Auto sales in the United States have grown at a steady 3% rate since 2014, but are poised to be outpaced by EV sales domestically (21% CAGR through 2024) and in China (40% CAGR through 2024) • Consumers are showing greater preference for larger cars like SUVs, crossovers, and pickups, which are higher profit products for manufacturers • Industry multiples have been trending downwards since 2015, making now an ideal time for a buyer RejectingTesla NIO Investment • The transaction value (including net debt and outside investments) would be $75B, making it the most expensive acquisition in the history of the auto industry • Tesla is overvalued by 142%, making it heavily dilutive to EPS • GM’s loss of federal tax credits would be buffered by acquiring a manufacturer that has not crossed the production threshold, but Tesla is one of the few that has also exhausted their subsidies • Tesla’s inherent value is in their patents, which are publically available; and with their CEO, who is under investigation again by the SEC and is unlikely to work well in GM’s bureaucracy • NIO (NYSE:NIO) is a luxury EV brand being praised by leaders in the industry as the “Tesla Killer” • The proprietary technology in NIO’s removable batteries allow for them to be charged both directly in home, as well as remotely through the car’s Power Swap mode • NIO has cornered a significant segment of the Chinese market and would give GM a foothold in a major market of the auto landscape of the future • By establishing a minority stake in NIO at this early stage in its production cycle, both sides will be able to benefit from shared expertise and work towards a full acquisition in the future

5. Industry Overview

6. 6Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Automotive Industry Highlights Growth byVolume Breakdown Industry Overview • Although auto profits have risen 63.5% since 2011, industry experts expect future global turbulence • Despite US new car sales hitting new highs for the past four years, 2019 forecasts are expected to miss the benchmark and fall 1.1%YoY • Ownership preference have moved from ownership/leasing to potentially subscription services, showing flexibility in consumer preferences • Trade sensitivity has hit the industry hard, as auto exports (~$130B yearly) and raw material imports account for the highest internationally traded industry in US Automotive Companies byVehicle Sales 5-Year CAGR 21.86% Asia Pacific Europe US Electric Chinese Electric 5-Year CAGR 3.79% 5-Year CAGR 6.18% 5-Year CAGR 4.58% United States 5-Year CAGR 40% ProjectedHistorical Company Country of Origin Profit Margin Volkswagen Germany $212.8 4.3% 1.8% Toyota Japan $204.3 7.2% (0.7%) Ford United States $148.3 3.2% 1.2% General Motors United States $133.1 7.3% (2.6%) SAIC Motor China $123.6 4.0% 10.9% Daimler Germany $105.7 4.4% 5.2% Honda Japan $97.9 4.6% 1.0% Nissan Japan $97.9 3.0% 3.1% BMW Germany $79.7 7.4% 1.3% Audi Germany $67.1 6.6% 1.4% Tesla United States $18.5 (3.8%) 56.1% Vehicle Revenue (in $B) 5-Yr. Historical Sales CAGR Sources: Bloomberg, CBT Automotive Network, National Automobile Dealers Association, United States Automotive, Roland Berger, J.D. Power, Morgan Stanley

7. 7Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Automotive IndustryTrends and Drivers NotableTrends and Influences • Model Preference Shift – Consumers are buying fewer small passenger cars in lieu of more SUVs, crossovers, and pickups, which are higher profit products for manufacturers • Industry Crossroads – Detroit and SiliconValley are merging to provide a roadmap for the future of auto manufacturing • Accelerating R&D Spend – Research and development is outpacing some technology companies in the hopes that internal advancements can provide a competitive edge • Vehicle Sharing – Rider mobility preferences are shifting from traditional standards; more than 10% of cars in 2030 could be used primarily for ride sharing purposes M&A Drivers Automotive Market Performance • Regulatory Environment – Increasing global regulatory standards regarding fuel emissions are driving M&A activity in powertrain technologies • Internet Integration –The emergence of IoT adoption in the automotive industry has caused heavy investment in big data and software services • Autonomous Disruption –While consumer confidence in autonomous driving lags behind technological innovation, major automotive players see high upside in being the first to market with a self-driving vehicle with proven safety standards Company WACC Beta Toyota $199.42 3.70% 0.88 8.3% Volkswagen 87.08 4.40% 1.20 (2.9%) Daimler 64.84 3.10% 1.07 1.1% General Motors 56.58 5.40% 0.98 6.6% BMW 54.26 3.70% 0.91 1.7% Tesla 51.60 7.40% 0.66 62.6% Honda 51.50 4.10% 1.17 4.1% SAIC Motor 51.12 9.70% 0.92 6.5% Audi 38.84 7.30% 0.60 -- Nissan 36.28 2.10% 0.69 12.8% Ford 35.33 4.00% 0.76 11.7% Average 4.99% 0.89 11.3% Median 4.10% 0.91 6.6% EPS 3-Yr Projected Market Cap (in $B) Sources: Bloomberg, EY, Deloitte, Stout, McKinsey, USA Today 75 80 85 90 95 100 105 110 115 1/2/2018 4/2/2018 7/2/2018 10/2/2018 1/2/2019 Index BI North America Automobiles Peer Group S&P 500 Index

8. 8Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Netherlands 11.1 ElectricVehicle Industry MacroeconomicTrends EV Market Drivers • As battery production scales to match demand, battery prices are projected to fall 15-20% annually • Global smartphone growth has driven the need for interconnected vehicles, a strength in many new EVs • Government subsidies around the world have driven the need to adopt green-friendly vehicles • 214,000 chargers in China are currently viable for any EV model; 60% are superchargers EV Global Market Outlook EV Market Risks • Recent supply issues with core elements that make up lithium-ion batteries, such as nickel, lithium, and cobalt • As batteries gain more popularity, commodity inputs will see a gradual rise in price such as lithium’s projected 20% cost increase over the next seven years • Rising production demand has caused issues with the lack of charging stations • Lack of adoption of common replacement parts among automotive service companies 2017 New EV Sales by Country *Units in Thousands China 579 Norway 62.3 Germany 54.6 UK 47.3 France 34.8 Sweden 20.4 Canada 16.7 China 579.0 Norway 62.3 USA 198.4 Japan 54.1 Netherlands 11.3 Sources: International Energy Agency, JPMorgan Chase, Rocky Mountain Institute, Allied Market Research, Automobile Association 0% 20% 40% 60% 80% 100% 2030E 2025E 2020E 2015 Internal Combustion Vehicles Full & Mid Hybrids Plug-in Hybrids Electric Vehicle Battery Electric Vehicles

9. 9Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World OverallAutomobile Sales Netherlands 11.1 China MarketTrends Overall Economic Environment • Consumer spending contributed 78% to economic growth in the first three quarters of 2018, an increase of 13.8% over the same period of last year • In the coming decade, household consumption will grow by an average of 6% annually driven by a middle class that will expand to 65% of households • 39% of consumers are able to continuously upgrade their consumption, saying they are willing to buy products of better quality with relatively higher prices • By 2027, household income will have increased by around 5% annually • Sold 28M automobiles in 2018, 11M more than the US (which is the 2nd biggest market) • Shared-use vehicles represented about 7% of China's total passenger vehicle fleet last year • Estimate that Chinese automobile revenues will rise this year to $590 billion, up $10 billion from last year • This figure is on track to top $1 trillion by 2025 Luxury Car Market China EV Market • The China luxury car market is expected to grow at a CAGR of 11.3% by the year 2023 • Previous 5-year period realized 14.2% annual growth, exhibiting precedent for double-digit organic growth • Chinese passenger cars valued at over 300k yuan (~$43,470) saw sales rise 15.1% in 2018 • Chinese customers are showing their preference more and more for premium brands with a unique character and products with personality • Chinese OEMs produced 43% of the 873,000 EVs built worldwide in 2016 • China’s lithium-ion battery-cell players increased their global supply share, reaching about 25% in 2016 • Overall, Chinese customers can now choose from around 75 EV models - the most of any market • China will slowly switch from direct subsidies to nonmonetary incentives after 2020 • 107,000 public EV-charging outlets by the end of 2016 - an increase of 118%YoY Norway 62.3 Sources: Bain, Nielson, BCG, CNBC, Mordor, Shanghai Daily

10. 11Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Company Overview 5Year Price Movements History • Founded in 1908 byWilliam C. Durant • Consolidation of Buick, Oldsmobile, Cadillac, Oakland, Ewing, Marquette, and other automotive manufacturers (now include Chevy and GMC) • Bailed out during the financial crisis and filed for Chapter 11 in June 2009; returned to the stock market in November 2010 with one of the largest IPOs in US history • Mary Barra (CEO) became the first female to head an automobile manufacturer in January 2014 • Barra has pushed for a transition into the tech space mainly focusing on autonomous and electric vehicles Global Market Share Synergistic Impact • Revitalize brand image with new technology or a new electric vehicle manufacturer • Diversified brand portfolio offering a wide slate of vehicle types • International presence with dominance in the US marketplace • Experience with manufacturing and global supply chain optimization can add significant value to any smaller player in the industry looking to expand • Diverse global management team is able to be agile and expand into new end markets 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% North America South America Asia/Pacific, Middle East and Africa Europe %MarketShare 2016 2017 2018 $0 $5 $10 $15 $20 $25 $30 $35 $40 $45 $50 SharePrice

11. 12Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM SWOTAnalysis S W O T Strengths Weaknesses Opportunities Threats • Strong market position in the US • Continued innovation and investments in technology • Strategic focus on safe and eco-friendly vehicles • Focused research and development activities • Economies of scale • Diversified supplier base • Product recalls • Smaller global market share • Deteriorating brand awareness • Heavy reliance on SUVs and pickup trucks for sales growth • Heavy debt load makes the company susceptible to a market downturn • Expand market share outside of the US • Integrate new technology into existing vehicle brands • Increasing demand for electrical vehicles • Partnerships with other global auto makers • Trade war and exchange rate fluctuations • Highly innovative and competitive market conditions • New technology shifting consumer demands • Increase in labor costs

12. 13Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GMValuation $90,000 $110,000 $130,000 $150,000 $170,000 $190,000 DCF EBITDA Exit Multiple DCF Perpetuity Growth Precedents EV/EBITDA Comparable Companies EV/EBITDA Comparable Companies EV/Revenue EnterpriseValue Implied EnterpriseValue of $135B

13. 15Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla Company Analysis 5Year Price Movements History • Founded in 2003 by American entrepreneurs Martin Eberhard and MarcTarpenning • Received a majority of funding from Elon Musk ($30 mil) • Musk was appointed chairman in 2004 • In 2008,Tesla released its first car, the completely electric Roadster which could achieve up to 245 miles • In 2017,Tesla rebranded fromTesla Motors to market as a technology company and not just an automotive company • As of 2018,Tesla has delivered 245,240 units and has a market share of 12% of the plug-in segment sales Stock Highlights • Brand focused on four types of vehicles: • Model S (Sedan with 335 mile range and more customizable than the Model X) • Model 3 (SUV with 295 mile range) • Model X (Sedan with 295 mile range) • Roadster (Sports car with 600 mile range) • International business model focuses on establishing alliances with other companies that make it easier to enter new market • Offer additional products, such as solar panels, to attract customers $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 SharePrice Strategic Focus 200 220 240 260 280 300 320 340 360 380 3/24/2018 4/24/2018 5/24/2018 6/24/2018 7/24/2018 8/24/2018 SharePrice Elon tweets Tesla is going bankrupt Tesla hits firetruck Tesla fires 9% of workers Elon calls Thai diver “pedo guy” Elon tweets about taking Tesla Private Musk says Tesla to stay public

14. 16Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla SWOTAnalysis Strengths Opportunities Weaknesses Threats S W O T • Along with its vehicles,Tesla is also known for a large range of other environmentally sustainable products • Recent success in the global market with vehicle offerings • Internally design and engineer car bodies, chassis, interiors, heating and cooling and low voltage electrical systems • Two new manufacturing plants in China; increased globalization for the company • Fully autonomous vehicles by 2020 • Release a ride sharing service that competes with Lyft and Uber • Costlier than the ordinary vehicles; in this regard, they rank among the premium category vehicles • Production and operation costs at Tesla are high • Issues with keeping up with production and maintaining high quality standards • Tesla is facing intense competition from both luxury brands and environment friendly brands • SEC and Elon Musk feud is a massive distraction for the company • Heavy debt load and lack of profit turning

15. 17Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 DCF EBITDA Exit Multiple DCF Perpetuity Growth Precedents EV/EBITDA Comparable Companies EV/EBITDA Comparable Companies EV/Revenue TeslaValuation Implied EnterpriseValue of $31B Transaction Value of $75B The Elon Premium

16. Rejection Rationale

17. 19Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Key Considerations Management Mishaps Available Intellectual Property • Upper level management has created a hostile culture, causing many departures in recent months • A potential acquisition would cause cultural clashes among the two companies, a factor that could topple a deal from the inside • Elon Musk is one of the great innovators in recent years, but with his creativity comes controversy and turmoil • Has recently been charged with securities fraud and continues to spar with the SEC, which would create unwanted noise surrounding the deal • Public sentiment surroundingTesla is that the true value is in Tesla’s IP and their visionary leader Elon Musk • Musk has proven to be difficult to work with and manage, as evidenced in the 2018 SEC investigation. His resistance to authority would likely only be exacerbated upon becoming an issue in GM’s bureaucracy • Tesla released all their patents for public use in 2014, giving GM the ability to adopt key technologies fromTesla without paying the significant premium that would be required for an acquisition Macro Reasoning Recall/Malfunction Issues • An acquisition between two major market players would likely face regulatory pressures that would make deal making more contentious • Tesla is currently in the process of acquiring Maxwell Technologies, which means GM would have to manage that acquisition concurrently • Fallout of both deals is extremely likely, as in the case of Broadcom/Qualcomm/NXP • 123,000 Model S sedans recalled in March 2018 due to power steering issues • Five autopilotTesla crashes since April of 2018, including two deaths • A two-year disagreement with the NTSB over the safety of its vehicles • Over 40 violations of employee safety at production plants since 2013 • Delays and issues with solar panel production

18. 20Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Synergistic Mismatch NebulousValue GM’s ElectricVehicle Outlook • $10B of net debt and a Debt/EBITDA ratio of 8.25x leaveTesla in an over-levered position • Would add to GM’s $100B of existing outstanding debt • Transaction value would be greater than $70B, making it the most expensive acquisition in the history of the auto industry • Would require revenue and costs synergies of over $10B in the first year to be accretive • According to a 2018 Harvard Business Review report, large transactions (where the target costs more than 30% of the market cap of the acquirer) are significantly less likely to create value over a 3-5 year horizon • “Our electric vehicle strategy is dependent upon our ability to reduce the cost of manufacturing electric vehicles, as well as increased consumer adoption” -GM 2018 10-K • “We currently offer seven 2018 model year vehicles in the US featuring some form of electrification and continue to develop plug-in hybrid electric vehicle technology” -GM 2018 10K • “The sale of electric vehicles is dependent upon consumer adoption, including perceptions about electric vehicle features, quality, safety, performance and cost; perceptions about the limited range over which electric vehicles may be driven on a single battery charge; government regulations and economic incentives; and access to charging facilities” -GM 2018 10K ExpiringTax Credits TeslaTransactionWaterfall • Tesla will lose the $3,750 federal tax credit consumers could earn for buying an electric vehicle by 2020, having already sequentially declined from the maximum value of $7,500 • GM also recently exhausted their available subsidies due to increased production, turning a previous competitive advantage into a disadvantage relative to other auto manufacturers • If GM cannot acquireTesla to compete on pricing, it will have to generate significant revenue synergies or develop economies of scale $74,914 $56,370 $3,686 $50,896 $13,827 $1,390 $12,486 $0 $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 TSLA Market Cap Cash Debt Minority Interest Premium Paid Transaction Value GM Market Cap ValueinMillions

19. Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World 21 GM/Tesla Accretion Dilution Analysis Commentary • GM already has $105B of debt on their balance sheet and thus would not be liquid enough to fund an acquisition ofTesla purely through cash • A stock acquisition would allow GM to successfully pay the premiumTesla demands on the open market without subjecting itself to insurmountable interest payments in future years • Using a fixed exchange ratio (assumingTesla believes that GM investors will like the deal and the price will appreciate),Tesla shareholders will receive 9.3 shares of GM stock for every share ofTesla stock that they own • In an all stock transaction, a full acquisition ofTesla would be almost 50% dilutive to GM’s EPS, with over $10B of unrepresented value built into the transaction • A projected ROI of -48.3% in the first year is not nearly attractive enough for GM’s shareholders to support an offer forTesla • Previous investor sentiment surrounding megadeals leads us to believe that such these unattractive financial prospects would not be well received by GM shareholders and thus should be avoided • Realistically, GM shares will likely drop upon announcement and evaporate the premium offered $’s in MMs Stock 37% (as of 4/19/19) Acquirer Target Pro Forma Share Price At Announcement $40.30 $273.26 Forward P/E Ratio 6.1x 51.4x EPS Next Year $6.55 $5.69 $3.39 Shares Outstanding 1,410 173 3,014 Net Income Next Year $9,232 $983 $10,215 Acquirer Shares Issued 1,604 Offer Value $64,653 Exchange Ratio 9.3x ($3.16) (48.3%) $12,058 2.04x 12.29x Assumptions Purchase Method: Premium: Transaction Impact Accretion / Dilution ($/Share) Accretion / Dilution (%) Overvaluation GM 2023E Net Income Tesla 2023E Net Income Tesla is significantly overvalued relative to their intrinsic value, especially in regards to GM

20. 22Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla Is NotThe Answer GM should deploy their capital elsewhere as Tesla does not add sufficient value relative to their cost Lack of viable cost and revenue synergies would make an acquisition of Tesla prohibitively expensive in the long run Tesla’s real value is in both their intellectual property and Elon Musk, who has shown that he clearly distrusts being managed Both GM andTesla are struggling to compete on price after losing federal tax credits

21. Alternative Investment

22. 24Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World HistoricalAutomotive Industry Investments • Rising trend that established automotive manufacturers invest in mid-to-late stage venture rounds in order to share in investment upside while also gaining insight as to future acquisition viability • Due to uncertain outlook of the industry, major players have invested in a number of product verticals in order to hedge bets • Increasing regulatory standards have caused a shift from investments in operational and supply chain efficiency towards developing new technologies that meet higher emission standards • Joint ventures and co-investments among indirect competitors have become more common in order to share risk and resources in order to accelerate success of ventures Investor/Acquirer Company Description Date Size ($M) Tesla Maxwell Technologies Energy storage and power delivery systems Feb-19 218 Volkswagen WirelessCar Provider of connected vehicle services Dec-18 123 SAIC Motor Robosense Provider of robotic perception services Oct-18 45 Volkswagen QuantumScape Manufacturer of lithium batteries Sep-18 100 Toyota Uber On-demand ride hailing platform Sep-18 500 Nissan Automotive Energy Supply Manufacturer of lithium-ion batteries Aug-18 135 Toyota Grab On-demand ride hailing platform Jun-18 1,000 Daimler Car2Go Europe Provider of car sharing services Apr-18 86 Toyota Didi Chuxing On-demand ride hailing platform Feb-18 4,600 Toyota Preferred Networks Machine learning data iuntegration platform Aug-17 114 Ford Argo AI AI integration technology in self-driving technologies Feb-17 1,000 Tesla Tesla Grohman Automation Manufactures equipment for battery cell production Jan-17 135 Audi, BMW, Daimler HERE Global Developer of high definition mapping technology Dec-15 3,100 Volkswagen Ballard Power Systems Portfolio of fuel cell intellectual property Feb-15 80 Notable Industry Investments Commentary

23. 25Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Historical GM Investments Company Description Date Size ($M) Wejo Big data-based automobile navigation platform Jan-19 96 Cruise Automation (Round 2) Developer of self-driving technologies May-18 3,350 Fuel Cell System Manufacturing Manufactuer of hydrogen fuel cell systems Jun-17 85 Cruise Automation (Round 1) Developer of self-driving automobile technologies May-16 581 Lyft On-demand ride hailing platform Feb-16 1,000 Tula Technology Provider of power management system intended to decrease greenhouse gas emissions Oct-12 25 Notable GM Investments • Recent years have seen investments in industry leading technologies to match changing market demands, whereas post-bailout acquisitions focused on geographic and financial diversity • GM partnered with SoftBank and Honda, who turned down Google’sWaymo, to double-down on their investment in Cruise Automation in 2018, valuing their subsidiary at $14.6B • Despite strong competitor interest, GM’s stake in Lyft has turned passive following the partnership’s short-term failed foray into autonomous driving Commentary

24. 26Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World • Uncertainty in international trade may force American auto manufacturers to acquire offshore subsidiaries • Management must cope with changing consumer preferences, both domestically and internationally • Must address fallingAsia-Pacific sales and negligent exposure in Europe as they may be lost opportunities for GM during a time of market share turnover • Stagnant new car sales outlook in US shows GM’s core competency is weakening and may be a risk to earnings growth Ideal Investment Minority Stake Innovation • Profit margins for EVs have not become comparable to traditional models, and a minority investment would give a company a trial period to fix operational inefficiencies • GM’s historical success with minority stakes allows for continuity in their growth strategy and a better chance of a seamless approval process from shareholders • Market valuations are inflated due to end of cycle investor confidence and the ability to “buy low” may be on the horizon • Interconnectivity and upgraded software features are expected to increase industry revenue opportunities by 30% by 2030 • 1,700+ startups have entered the scene, intending to disrupt a concentrated industry lead by long-term incumbents • Technology options are twice as likely to convince a customer to purchase a new car than performance metrics • GM has begun developing different innovative technologies like autonomous driving, ride hailing, and alternative energy utilization Globalization NIO’s Upside Fits Investment Profile Luxury & Electric Chinese Market Penetration

25. 28Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World About NIO – “TheTesla Killer” China’s Luxury ElectricVehicle Approval for Autonomous Driving • Differ fromTesla because their vehicles are not as flashy and expensive – it is capturing a different part of the market • NIO believes that it has a good understanding of the newly wealthy upper-middle-class Chinese consumers and can pitch the brand as a lifestyle • "China's most advanced in-car AI connected assistant” with a driver assist program that can control numerous interior functions • Better capitalized than domestic rivals in China • October, 2016 : Issued one of 62 AutonomousVehicleTesting Permits in California • March, 2018 : Issued the first Shanghai Intelligent Connected VehicleTest Permit • The city of Shanghai has proved it is serious about the future of EV’s by creating the ElectricVehicle Data Center, which consistently monitors over 200,000 EVs in real time • April, 2018 : Issued the permit required for testing autonomous vehicles on public roads in Beijing November, 2014 : Founded as NextEV in Shanghai, China to participate as a leading force in China’s rapidly growing electric vehicle market September, 2016 : Raised $500 million in its first round of funding from investors including as Sequoia Capital, Joy Capital, Tencent Holdings Ltd, and Hillhouse Capital October, 2016 : Officially opened its North American Headquarters & Software Development Center in the heart of Silicon Valley March, 2017 : NIO USA announced it will have autonomous electric vehicles in the United States by 2020 September, 2018 : Goes public on the NYSE for $6.26 per ADS raising approximately $1B November 2018 : Deployed 18 battery swap stations covering 700+ miles between Beijing and Shanghai allowing customers to forgo charge times

26. 29Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World A Look Inside Commentary • Powered by the NIO Pilot, an advanced driver assistance system, the car will lean on a suite of five cameras, 12 ultrasonic sensors, and five radars • Installed in the cars will be an AI assistant called NOMI, which uses in-car and cloud computing to “turn the ride into a fun, expressive, and intuitive companion that can listen, talk, and help drivers along the way” • The NIO body is all-aluminum and rides on an active air suspension while the interior comes with climate control leather seats • A heads-up display on the windshield, and a wireless charging pad in the center console

27. 30Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World The NIO Experience • Power Swap provides the first technology of its kind by allowing ES8 owners to avoid lengthy charge times and swap their depleted battery for a fully charged one in three minutes • Power Mobile, a service hailed directly through the NIO Cloud, provides an on demand charging solution through the use of mobile power banks • Power Home allows owners to recharge at a residence anytime by directly connecting to the homes power supply • Compatibility with China’s national charging standards provides owners with access to 214 thousand publicly accessible charging piles, 59.6% of which are superchargers • NIO Service Express provides owners a worry free maintenance experience by offering the pick up and delivery of to be serviced cars • Every ES8 comes with unrestricted complimentary 24 hour roadside assistance • Service Mobile eases the stress of basic repairs and maintenance requests with on road service • Luxurious clubhouses in cities such as Shanghai and Beijing give all NIO owners access to new social class • Each house has seven main areas including a creativity lab, library, open kitchen, children's area, auto gallery, living room, and theatre • NIO Pilot, a level two ADAS system, enables a safe autonomous driving experience by scanning the environment with 23 Mobileye EyeQ®4 ADA powered sensors • NOMI, the worlds first in-car AI assistant, quickly learns user preferences creating a personalized driving environment NIO Cloud simplifies electric vehicle charging through the use of a single application NIO Service redefines the standardized car maintenance experience The NIO House offers a revolutionary social experience for all NIO owners NIO Pilot & The NOMI Assistant provide a seamless driving experience

28. 31Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World AnAmerican Classic Meets Chinese Innovation Sales Growth in Asia Pacific Car Sales in China by Model • GM has continued to lose market share in the Asia Pacific region, ultimately hurting international top line growth - 5,000 10,000 15,000 20,000 25,000 30,000 35,000 #ofVehicles Sedan SUV MPV Growing International Presence Bosch –A Mutual Connection • NIO is growing into a disruptive player in the Chinese automotive industry with their electric vehicle and growing lifestyle brand • A partnership with NIO offers a unique opportunity for GM to grow their brand while growing their customer base in the Chinese market • Chinese market is continuing to spark interest for automakers as the government is offering incentives for citizens to buy electric vehicles • In July 2018, Bosch and NIO signed a Strategic Partnership Agreement focused on sensor technology, automated driving, electric motor controls, and intelligent transport system • Bosch is providing NIO with the driver assistance systems, control units, sensors, and the iBooster electromechanical brake booster • In August 2018, Bosch was named a GM Supplier of theYear • Rewarded to suppliers that suppliers who distinguish themselves by meeting performance metrics for quality, execution, and innovation GM China Total (14.9%) Buick (19.1%) Chevrolet (16.7%) Wuling Total (JV) (2.0%) Baojun (JV) (0.2%) Cadilllac 4.0% Average (8.2%) Sales Growth '17-18 *Units in Thousands

29. 32Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World NIO SWOTAnalysis Strengths Opportunities Weaknesses Threats • Beat expected car production targets by 144% in Q4 2018, delivering 7,980 cars • In depth understanding of China’s EV luxury car target market, government, and Chinese consumers as a whole (Gives GM expert insight & entrance) • 18 new battery swap stations covering a 2,000+ km expressway in China, battery charging trucks that chargeTesla's for a fee • Plan to add 20-30 NIO Houses in 2019 depending on demand level (300% increase from 2018) • Strong presence in SiliconValley with 600 employees and numerous investor • Chinese rising disposable income and government subsidies • Loyalty among suppliers, a new brand with low production numbers, and constant innovation may lead to decreased loyalty if they have a slew of suppliers • Strong competitive landscape between Chinese domestic companies • Reduction of Chinese subsidies could limit demand for electric vehicles across the entire market • Customer base on a large scale is unproven and still evolving • Secure supply of raw materials or other components used in our vehicles S O T W

30. Final Thoughts

31. 34Global Case Competition at Harvard – GM M&A Financial Impact of Minority Stake Purchase Price Conditions FinancingTerms • GM has a history of taking minority stakes in relevant companies to build rapport with management and ensure access to future innovations ahead of their competitors • With nearly $21B of cash available on their balance sheet, GM is capable of acquiring a minority stake without taking on additional debt • NIO’s lack of substantial ties to other major auto manufacturers gives confidence that a 35% stake is achievable at the right price Investment Potential NIO’s Net Income Growth • As NIO continues to ramp up their production and achieve economies of scale, GM’s capital and oversight will help stabilize profit margins and ensure long-term cash generation • GM has the propensity, through contingent value rights, to acquire more shares if NIO proves that it can stay consistently cash-flow-positive • Past investments, including Cruise, have gone on to be fully acquired as performance goals were recognized ($1,282) ($487) $57 $445 $880 ($1,500) ($1,000) ($500) - - $500 $1,000 2019E 2020E 2021E 2022E 2023E *Units in Thousands

32. 35Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World SuggestedTerms of Investment 1. Place MattTsien, ExecutiveVice President and President, GM China, on NIO’s Board of Directors • Tsien has extensive electrical engineering experience, including automotive applications and technology, and has positive relations with the Chinese government 2. Protection against going private or other investing activities including acquisitions of other companies • Considering NIO’s lack of funding from other automotive manufacturers, GM should have a lead role in the direction of future manufacturing (specifically in the United States) 3. Form a strategic partnership with the NIO USA team focusing on technology • Integrate battery, connectivity, and autonomous driving technology to create a stronger brand in China that can trump domestic and international competitors 4. Create an actionable plan through ongoing discussions with NIO Executives to integrate long-term United States goals with GM manufacturing • NIO has seen significant growth in their Chinese operations and received positive public response to their vehicles; GM is an ideal partner to help them scale their growth in the United States 5. Reserve the right to view and discuss financial statement, operating budget, and future forecasts • In order to ensure long-term growth and provide mutually beneficial expertise, GM should have transparent access to NIO 6. Discuss NIO’s supply chain and current manufacturing environment • GM’s experience with global manufacturing will be essential as NIO expands production numbers

33. 36Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World FinalThoughts NIO IsTheAnswer GM and NIO Synergies • If GM is looking to renew its brand in an impactful and sustainable way, it needs to look outside its domestic operations and build out a dedicated consumer base in China • Electric vehicles sales in China are expected to grow at 40%YoY, making it an ideal market to expand into • NIO’s existing offerings capitalize on the preferences of luxury auto buyers in China, giving GM an opportunity to be the first mover in the market • GM’s scope and experience can help NIO grow their production in a cost-efficient manner and eventually spread their influence into the United States RejectingTesla Value Conflicts • GM does not have the liquidity to finance such a massive transaction and a stock purchase would be massively dilutive to EPS in FY19 and beyond • In looking to rebrand in a positive way, GM does not need to acquire the negative press surrounding Elon Musk to distract them from their long-term mission • Tesla is currently in the process of acquiring Maxwell Technologies, which would further complicate a potential deal and could lead to both acquisitions falling through • GM’s capital can be more effectively spent on expanding an area of their business that it is currently investing in Fits Investment Profile Luxury & Electric Chinese Market Penetration

34. Appendix

35. 38Global Case Competition at Harvard – GM M&A Tesla Financials Minority Interest Financials TeslaTrends NIO Financials Inside the NIO Minority InterestTimeline GM Financials 40 48 54 55 56 60 64 Appendix Automotive Industry 39

36. 39Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Automotive Historical Industry EnterpriseVal/EBITDA Commentary • Industry average EV/EBITDA multiples are composed of the automotive peer set of companies with $10B+ market capitalizations • Included in the peer set areToyota,Volkswagen, Daimler, General Motors, BMW, Honda, SAIC Motor,Audi, Nissan, Ford, Hyundai, Peugeot, Fiat-Chrysler, and Kia Motors • Automotive industry multiples have not returned to pre-financial crisis levels • Industry average EV/EBITDA multiples remained stable between 2012-2015 but have lost strength in recent years 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 8.0x 9.0x 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Average: 5.43x Appendix Home Page

37. 40Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Income Statement Fiscal Year Ended December 31, 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Income Statement Automotive Sales $140,205 $133,449 $133,045 $131,448 $127,111 $123,297 $119,598 $116,010 GM Financial 8,979 12,139 14,004 14,704 15,410 16,119 16,844 17,585 Total Revenue $149,184 $145,588 $147,049 $146,153 $142,521 $139,416 $136,443 $133,596 Automotive Cost of Sales $121,784 $116,229 $120,656 $118,698 $114,654 $111,091 $107,639 $104,641 Automotive SG&A 10,345 9,570 9,650 9,596 9,406 9,001 8,611 8,237 GM Financial Interest, operating and other expenses 8,369 11,128 12,298 12,940 13,576 14,104 14,789 15,405 Total Operating Expenses 140,498 136,927 142,604 141,233 137,636 134,196 131,039 128,283 Operating Income $8,686 $8,661 $4,445 $4,919 $4,884 $5,221 $5,404 $5,313 Interest Expense $381 $309 $320 $3,108 $2,672 $2,530 $2,387 $2,248 Other Expense (Income) (3,703) (3,511) (4,424) (4,424) (4,424) (4,424) (4,424) (4,424) Total Other Expenses (Income) ($3,322) ($3,202) ($4,104) ($1,316) ($1,752) ($1,894) ($2,037) ($2,176) Earnings Before Taxes $12,008 $11,863 $8,549 $6,235 $6,636 $7,115 $7,441 $7,489 Corporate Taxes 2,739 11,533 474 1,309 1,394 1,494 1,563 1,573 Net Earnings From Continuing Operations $9,269 $330 $8,075 $4,925 $5,243 $5,620 $5,878 $5,917 Preferred Dividend - - - - $98 - - - - - - - - - - Net Extraordinary Loss (158) 4,194 61 61 61 61 61 61 Net Earnings, GAAP $9,427 ($3,864) $7,916 $4,864 $5,182 $5,559 $5,817 $5,856 Assumptions Automotive Sales (YoY Growth) NA (4.8%) (0.3%) (1.2%) (3.3%) (3.0%) (3.0%) (3.0%) GM Financial (YoY Growth) NA 35.2% 15.4% 5.0% 4.8% 4.6% 4.5% 4.4% Total Revenue (YoY Growth) NA (2.4%) 1.0% 3.0% 3.0% 3.0% 3.0% 3.0% Automotive Cost of Sales (% of Auto Sales) 86.9% 87.1% 90.7% 90.3% 90.2% 90.1% 90.0% 90.2% Automotive SG&A (% of Auto Sales) 7.4% 7.2% 7.3% 7.3% 7.4% 7.3% 7.2% 7.1% GM Financial Interest, operating and other expenses (% of Fin Sales) 93.2% 91.7% 87.8% 88.0% 88.1% 87.5% 87.8% 87.6% Operating Margin 5.8% 5.9% 3.0% 3.4% 3.4% 3.7% 4.0% 4.0% Corporate Tax Rate 22.8% 97.2% 5.5% 21.0% 21.0% 21.0% 21.0% 21.0% Net Margin 6.3% (2.7%) 5.4% 3.3% 3.6% 4.0% 4.3% 4.4% Appendix Home Page

38. 41Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Balance Sheet Fiscal Year Ended December 31, 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Balance Sheet Cash and Cash Equivalents $15,512 $20,844 $2,000 $2,000 $2,000 $2,000 $2,000 Short-Term Investments 8,313 5,966 5,966 5,966 5,966 5,966 5,966 Accounts Receivable 28,685 33,399 32,834 32,018 31,235 30,653 30,013 Other Current Assets 16,234 15,084 15,645 15,256 14,923 14,605 14,300 Total Current Assets $68,744 $75,293 $56,445 $55,240 $54,125 $53,224 $52,280 Net Property, Plant & and Equipment $36,253 $38,758 $36,006 $33,607 $31,539 $29,788 $28,341 Other Long-Term Assets 107,485 113,288 113,288 113,288 113,288 113,288 113,288 Total Assets $212,482 $227,339 $205,738 $202,135 $198,952 $196,300 $193,909 Accounts Payable $46,525 $46,842 $46,631 $45,472 $44,482 $43,533 $42,625 Short Term Debt 26,965 31,891 14,214 15,129 15,823 16,671 17,629 Other Current Liabilities 3,400 3,504 3,448 3,362 3,289 3,219 3,152 Total Current Liabilities $76,890 $82,237 $64,293 $63,964 $63,594 $63,423 $63,405 Long Term Debt $67,254 $73,060 $68,060 $63,060 $58,060 $53,060 $48,060 Other Long-Term Liabilities 32,138 29,265 29,265 29,265 29,265 29,265 29,265 Total Liabilities $176,282 $184,562 $161,618 $156,289 $150,919 $145,748 $140,730 Shareholders' Equity 36,200 42,777 44,120 45,846 48,033 50,553 53,179 Total Liabilities and Equity $212,482 $227,339 $205,738 $202,135 $198,952 $196,300 $193,909 check - - - - - - - - - - - - - - Metrics & Drivers Net Earnings ($3,864) $7,916 $4,864 $5,182 $5,559 $5,817 $5,856 Cash Ratio 0.31 0.33 0.12 0.12 0.13 0.13 0.13 Return on Equity (10.7%) 18.5% 11.0% 11.3% 11.6% 11.5% 11.0% Net Debt $43,429 $46,250 $60,094 $55,094 $50,094 $45,094 $40,094 Appendix Home Page

39. 42Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Cash Flow Statement Fiscal Year Ended December 31, 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Cash Flow Statement Net Earnings $4,864 $5,182 $5,559 $5,817 $5,856 Depreciation 11,521 11,235 10,990 10,756 10,532 Change in Working Capital (263) (40) 52 (118) (31) Cash From Operating Activities $16,123 $16,377 $16,602 $16,455 $16,356 Capital Expenditures (8,769) (8,836) (8,923) (9,005) (9,085) Cash From Investing Activities ($8,769) ($8,836) ($8,923) ($9,005) ($9,085) Dividends ($2,121) ($2,056) ($1,972) ($1,898) ($1,829) Share Repurchases (1,400) (1,400) (1,400) (1,400) (1,400) Scheduled Debt Paydown (5,000) (5,000) (5,000) (5,000) (5,000) Change in Revolver (17,677) 915 693 848 958 Cash From Financing Activities ($26,198) ($7,541) ($7,679) ($7,450) ($7,271) Change in Cash ($18,844) - - - - - - - - Beginning Cash $20,844 $2,000 $2,000 $2,000 $2,000 Ending Cash 20,844 2,000 2,000 2,000 2,000 2,000 Metrics & Drivers Free Cash Flow $7,354 $7,541 $7,679 $7,450 $7,271 Operating Profit 4,919 4,884 5,221 5,404 5,313 EBITDA 16,441 16,120 16,211 16,160 15,844 Appendix Home Page

40. 43Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Comparable Companies Analysis ($ in Millions, except per share data) TTM Share Market Enterprise TTM EBITDA Total Enterprise Value / TTM Enterprise Value / NTM TTM NTM Company Price Cap. Value Revenue EBITDA EBIT Margin Debt Revenue EBITDA EBIT Revenue EBITDA EBIT P/E P/E Toyota Motor Corporation 61.36 173,796 308,909 270,952 39,143 23,146 14.40% 182,342 1.2x 7.3x 11.6x 1.1x 9.6x 12.8x 8.7x 8.0x Volkswagen AG 171.65 86,048 251,499 267,479 22,346 17,305 8.40% 199,669 0.9x 9.5x 11.7x 0.9x 6.3x 12.1x 5.5x 5.3x Daimler AG 60.41 64,627 205,273 190,336 16,116 10,695 8.50% 164,792 1.1x 10.8x 15.2x 1.0x 9.6x 14.0x 6.3x 6.4x BMW 84.44 54,922 151,042 111,241 15,603 10,289 14.07% 111,548 1.3x 10.0x 14.0x 1.3x 9.4x 14.3x 5.9x 6.7x Tesla, Inc. 314.74 54,362 61,582 21,461 1,635 (253) 7.60% 13,827 3.4x 72.5x nm 2.3x 16.3x 34.6x nm 49.5x Honda Motor Company 28.63 50,113 92,682 142,013 11,834 7,309 8.30% 64,340 0.7x 6.5x 9.5x 0.7x 7.4x 11.9x 5.9x 7.4x Fiat Chrysler Automobiles 14.9 23,104 25,287 125,342 10,084 5,576 8.00% 16,522 0.2x 2.3x 3.8x 0.2x 1.9x 3.4x 6.8x 4.6x Hyundai Motor Company 109.67 21,978 62,095 85,875 5,750 2,410 6.70% 64,355 0.8x 10.8x 23.2x 0.8x 10.0x 19.8x 14.6x 8.9x Summary Statistics High $ 173,796 $ 308,909 $ 270,952 $ 39,143 $ 23,146 14.4% $ 199,669 3.4x 72.5x 23.2x 2.3x 16.3x 34.6x 14.6x 49.5x Median 54,642 121,862 133,677 13,718 8,799 8.4% 87,952 1.0x 9.8x 11.7x 0.9x 9.5x 13.4x 6.3x 7.1x Mean 66,119 144,796 151,837 15,314 9,559 9.5% 102,175 1.2x 16.2x 12.7x 1.0x 8.8x 15.3x 7.7x 12.1x Low 21,978 25,287 21,461 1,635 (253) 6.7% 13,827 0.2x 2.3x 3.8x 0.2x 1.9x 3.4x 5.5x 4.6x GM 39.48 55,646 142,604 147,049 11,908 6,733 8.10% 104,951 1.0x 7.9x 14.4x 1.0x 6.2x 12.7x 32.0x 6.3x Appendix Home Page

41. 44Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Comparable Companies Analysis Comparable Public Companies Analysis Median EV to NTM EBITDA Multiple Range (10.0%) Median 10.0% 7.9x 8.8x 9.7x Comparable Public Companies Analysis Median EV to NTM Revenue Multiple Range (10.0%) Median 10.0% 0.8x 0.9x 1.0x Implied Valuation ($ in Millions) NTM Dec '19E Revenue Implied Enterprise Valuation Range Implied Enterprise Value Range Before (Discount) / Premium $146,153 $123,645 — $151,122 Implied Enterprise Value $ 123,645 — $ 151,122 Implied NTM Dec '18E Revenue Multiple Range 0.8x — 1.0x Implied Valuation ($ in Millions) NTM Dec '19E Adjusted EBITDA Implied Enterprise Valuation Range Implied Enterprise Value Range Before (Discount) / Premium $16,441 $130,396 — $159,373 Implied Enterprise Value $ 130,396 — $ 159,373 Implied NTM Dec '18E Adjusted EBITDA Multiple Range 7.9x — 9.7x Appendix Home Page

42. 45Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM PrecedentTransaction Analysis ($ in Millions) Enterprise Date Target Buyer Value Revenue EBITDA Oct-18 Magneti Marelli S.p.A. Calsonic Kansei 7,109.3$ 1.0x 14.3x Oct-18 BMW Brilliance Automotive BMW Holdings 4,209.1 0.3x 4.5x Jul-16 Daihatsu Motor Toyota Motor 3,098.0 0.4x 4.0x Sep-18 Erwin Hymer Group Thor Industries 2,217.9 0.8x 9.5x Oct-16 Mitsubishi Motors Nissan Motor (Minority Stake) 2,178.5 0.3x 3.5x Aug-17 GM's Opel/Vauxhall Brands Peugeot 1,375.1 1.4x nm Feb-19 Maxwell Technologies Tesla 230.6 1.8x nm High 7,109.3$ 1.8x 14.3x Median 2,217.9 0.8x 4.5x Mean 2,916.9 0.9x 7.2x Low 230.6 0.3x 3.5x Enterprise Value / TTM Summary Statistics Implied Valuation ($ in Millions) NTM Dec '18E Adjusted EBITDA Implied Enterprise Valuation Range Implied Enterprise Value Range Before (Discount) / Premium $17,587 $113,407 — $138,609 Implied Enterprise Value $ 113,407 — $ 138,609 Implied NTM Dec '19E Adjusted EBITDA Multiple Range 6.4x — 7.9x Precedent Transactions Analysis Median EV to NTM EBITDA Multiple Range (10.0%) Mean 10.0% 6.4x 7.2x 7.9x Appendix Home Page

43. 46Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM DCF Analysis andWACC Calculation WACC Calculation Discounted Cash Flow Analysis ($ in Millions) 2019E 2020E 2021E 2022E 2023E Revenue $146,153 $142,521 $139,416 $136,443 $133,596 Growth % (0.6%) (2.5%) (2.2%) (2.1%) (2.1%) EBITDA $16,441 $16,120 $16,211 $16,160 $15,844 EBITDA Margin % 11.2% 11.3% 11.6% 11.8% 11.9% EBIT $4,919 $4,884 $5,221 $5,404 $5,313 EBIT Margin % 3.4% 3.4% 3.7% 4.0% 4.0% Less: Cash Taxes @ 21% 1,033 1,026 1,096 1,135 1,116 Unlevered Net Income $3,886 $3,859 $4,124 $4,269 $4,197 Plus: Depreciation & Amortization 11,521 11,235 10,990 10,756 10,532 Less: Change in Working Capital (263) (40) 52 (118) (31) Less: Capital Expenditures (8,769) (8,836) (8,923) (9,005) (9,085) Unlevered Free Cash Flow $6,376 $6,218 $6,244 $5,902 $5,613 Estimated Pre-Tax Cost of Debt 3.7% Corporate Tax Rate 21.0% After-Tax Cost of Debt 2.9% Cost of Equity Calculation Risk Free Rate 2.8% Equity Risk Premium 12.3% Beta 0.98 Cost of Equity 14.76% Cost of Debt Calculation Amount % Total Cost of Capital Market Value of Debt $104,951 65.1% 2.9% Market Value of Equity 56,380 34.9% 14.8% Enterprise Value $161,331 100.0% 7.1% WACC Calculation Appendix Home Page

44. 47Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World DCF SensitivityAnalysis Discount Rate Terminal EBITDA Multiple 9.3x 9.8x 10.3x 9.3x 9.8x 10.3x 9.3x 9.8x 10.3x 2023 EBITDA $15,844 $15,844 $15,844 $15,844 $15,844 $15,844 $15,844 $15,844 $15,844 Terminal Value 147,354 155,276 163,198 147,354 155,276 163,198 147,354 155,276 163,198 PV of Terminal Value 107,941 113,744 119,547 103,009 108,547 114,085 98,346 103,633 108,921 PV of Free Cash Flows 24,716 24,716 24,716 24,716 24,716 24,716 24,716 24,716 24,716 Implied Enterprise Value $132,656 $138,460 $144,263 $127,725 $133,263 $138,801 $123,061 $128,349 $133,636 Terminal Value as a % of Enterprise Value 81.4% 82.1% 82.9% 80.6% 81.5% 82.2% 79.9% 80.7% 81.5% Implied Equity Value $86,406 $92,210 $98,013 $81,475 $87,013 $92,551 $76,811 $82,099 $87,386 Implied Share Price $61.32 $65.44 $69.56 $57.82 $61.76 $65.69 $54.51 $58.27 $62.02 Implied Perpetuity Growth Rate 2.5% 2.7% 2.9% 3.5% 3.7% 3.9% 4.4% 4.6% 4.8% Discount Rate Perpetuity Growth Rate 2.8% 3.0% 3.3% 2.8% 3.0% 3.3% 2.8% 3.0% 3.3% 2023 Free Cash Flow $5,613 $5,613 $5,613 $5,613 $5,613 $5,613 $5,613 $5,613 $5,613 Terminal Value 157,026 168,905 182,655 123,423 130,716 138,884 101,666 106,612 112,036 PV of Terminal Value 115,026 123,727 133,800 86,280 91,379 97,088 67,853 71,154 74,774 PV of Free Cash Flows 24,716 24,716 24,716 24,716 24,716 24,716 24,716 24,716 24,716 Implied Enterprise Value $139,742 $148,443 $158,516 $110,996 $116,095 $121,804 $92,569 $95,870 $99,490 Terminal Value as a % of Enterprise Value 82.3% 83.4% 84.4% 77.7% 78.7% 79.7% 73.3% 74.2% 75.2% Implied Equity Value $93,492 $102,193 $112,266 $64,746 $69,845 $75,554 $46,319 $49,620 $53,240 Implied Share Price $66.35 $72.53 $79.68 $45.95 $49.57 $53.62 $32.87 $35.22 $37.79 Implied Exit Multiple 9.9x 10.7x 11.5x 7.8x 8.2x 8.8x 6.4x 6.7x 7.1x 6.4% 7.4% 8.4% EBITDA Exit Multiple Sensitivity Analysis 6.4% 7.4% 8.4% Perpetuity Growth Sensitivity Analysis Appendix Home Page

45. 48Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla Income Statement Fiscal Year Ended December 31, 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Income Statement Automotive Sales $5,589 $8,535 $17,632 $24,860 $26,079 $26,835 $27,506 $28,193 Automotive Leasing 762 1,107 883 892 907 924 941 959 Energy Generation & Storage 181 1,116 1,555 1,633 1,715 1,800 1,890 1,985 Services & Other 468 1,001 1,391 1,461 1,534 1,610 1,691 1,775 Total Revenue $7,000 $11,759 $21,461 $28,846 $30,234 $31,169 $32,028 $32,913 Automotive Sales Costs 4,268 6,724 13,686 19,143 20,081 20,663 21,179 21,709 Automotive Leasing Costs 482 708 488 500 508 517 527 537 Energy Generation & Storage Costs 178 875 1,365 1,437 1,509 1,584 1,664 1,747 Services & Other Costs 472 1,229 1,880 1,753 1,840 1,932 2,029 2,130 Total Costs $5,401 $9,536 $17,419 $22,832 $23,938 $24,697 $25,399 $26,123 Gross Profit $1,599 $2,222 $4,042 $6,014 $6,296 $6,472 $6,629 $6,790 SG&A 1,432 2,477 2,834 3,173 3,326 3,429 3,523 3,620 R&D 834 1,378 1,460 1,731 1,814 1,870 1,922 1,975 Other Operating Expenses - - - - 135 61 64 65 67 69 Operating Profit/Loss ($667) ($1,632) ($388) $1,050 $1,093 $1,108 $1,117 $1,125 Interest income 9 20 25 25 25 25 25 25 Interest expense (199) (471) (663) (406) (279) (193) (153) (128) Other income (expense), net 111 (125) 22 22 22 22 22 22 Earnings Before Taxes ($746) ($2,209) ($1,005) $691 $861 $961 $1,011 $1,043 Provision for income taxes (27) (32) (57) (41) (52) (58) (61) (63) Net Income ($773) ($2,241) ($1,062) $649 $809 $904 $950 $981 Appendix Home Page

46. 49Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla Balance Sheet Fiscal Year Ended December 31, 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Balance Sheet Cash and Cash Equivalents $3,368 $3,686 $2,329 $479 $200 $200 $604 Restricted Cash 155 193 193 193 193 193 193 Accounts Receivable 515 949 1,272 1,334 1,375 1,413 1,452 Inventory 2,264 3,113 4,327 4,535 4,675 4,804 4,937 Prepaid Expenses 268 366 577 605 623 641 658 Current Assets $6,571 $8,306 $8,698 $7,145 $7,066 $7,250 $7,843 Net Property, Plant & and Equipment $10,028 $11,330 $11,676 $12,039 $12,413 $12,797 $13,192 LT Investments & Receivables 457 422 422 422 422 422 422 Other Long-Term Assets 11,601 9,682 9,682 9,682 9,682 9,682 9,682 Total Assets $28,655 $29,740 $30,477 $29,287 $29,583 $30,151 $31,139 Payables & Accruals $4,122 $5,499 $7,212 $7,559 $7,792 $8,007 $8,228 Other Current Liabilities 2,757 1,926 2,885 3,023 3,117 3,203 3,291 ST Debt 797 2,568 2,568 2,568 2,568 2,568 2,568 Total Current Liabilities $7,675 $9,992 $12,664 $13,150 $13,477 $13,778 $14,087 Total Debt $9,418 $9,404 $6,821 $4,335 $3,400 $2,718 $2,415 Other Long-Term Liabilities 5,930 4,030 4,030 4,030 4,030 4,030 4,030 Total Liabilities $23,023 $23,426 $23,515 $21,515 $20,907 $20,526 $20,533 Shareholders' Equity 5,632 6,314 6,963 7,772 8,675 9,625 10,606 Total Liabilities and Equity $28,655 $29,740 $30,477 $29,287 $29,583 $30,151 $31,139 check - - - - - - - - - - - - - - Metrics & Drivers Net Earnings ($2,241) ($1,062) $649 $809 $904 $950 $981 Cash Ratio 0.46 0.39 0.20 0.05 0.03 0.03 0.06 Return on Equity (39.8%) (16.8%) 9.3% 10.4% 10.4% 9.9% 9.2% Net Debt $6,050 $5,718 $4,491 $3,857 $3,200 $2,518 $1,812

47. 50Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla Cash Flow Statement Fiscal Year Ended December 31, 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Cash Flow Statement Net Earnings $649 $809 $904 $950 $981 Depreciation 2,538 2,661 2,743 2,818 2,896 Change in Working Capital 924 189 127 117 120 Cash From Operating Activities $4,111 $3,658 $3,774 $3,885 $3,997 Capital Expenditures (2,885) (3,023) (3,117) (3,203) (3,291) Cash From Investing Activities ($2,885) ($3,023) ($3,117) ($3,203) ($3,291) Change in Long-Term Debt (2,583) (2,485) (935) (682) (302) Cash From Financing Activities ($2,583) ($2,485) ($935) ($682) ($302) Change in Cash ($1,356) ($1,851) ($279) - - $404 Beginning Cash $3,686 $2,329 $479 $200 $200 Ending Cash 3,686 2,329 479 200 200 604 Metrics & Drivers Operating Income $1,050 $1,093 $1,108 $1,117 $1,125 EBITDA $3,588 $3,754 $3,851 $3,936 $4,022 Appendix Home Page

48. 51Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla Discounted Cash Flow Analysis Unlevered Free Cash Flow Calculation WACC Calculation DCF ImpliedValue Commentary • Tesla is a high growth company so the perpetuity growth method provides a substantially lower valuation range relative to the other methods • Tesla has only recently started to generate positive operating cash flow • The risk-free rate was found using the yield on a 10-Year US Treasury Bond • The intrinsic value of Tesla is substantially lower than what GM would be forced to pay on the open market and is thus an unattractive investment for them to make $28,917$20,850$18,637 $48,661$45,438$42,428 Perpetuity Growth Implied EnterpriseValue EBITDA Exit Multiple Implied EnterpriseValue Bear Base Bull Risk Free Rate 2.8% Equity Risk Premium 6.9% Beta 0.8 Cost of Equity 8.1% Cost of Equity Calculation Pre-Tax Cost of Debt 4.3% Corporate Tax Rate 9.4% After-Tax Cost of Debt 3.9% Cost of Debt Calculation Amount % of Total Cost of Capital Market Value of Debt $9,404 15.7% 0.6% Market Value of Equity $50,648 84.3% 6.8% WACC $60,052 100.0% 7.4% Cost of Capital Calculation Discounted Cash Flow Analysis ($ in Millions) 2019E 2020E 2021E 2022E 2023E Revenue $28,846 $30,234 $31,169 $32,028 $32,913 Growth % 34.4% 4.8% 3.1% 2.8% 2.8% EBITDA $3,588 $3,754 $3,851 $3,936 $4,022 EBITDA Margin % 12.4% 12.4% 12.4% 12.3% 12.2% EBIT $1,050 $1,093 $1,108 $1,117 $1,125 EBIT Margin % 3.6% 3.6% 3.6% 3.5% 3.4% Less: Cash Taxes @ 5% 52 55 55 56 56 Unlevered Net Income $997 $1,038 $1,053 $1,061 $1,069 Plus: Depreciation & Amortization 2,538 2,661 2,743 2,818 2,896 Less: Change in Working Capital 924 189 127 117 120 Less: Capital Expenditures (2,885) (3,023) (3,117) (3,203) (3,291) Unlevered Free Cash Flow $1,575 $864 $806 $794 $794 Estimated Appendix Home Page

49. 52Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla Comparable Company Analysis ($ in Millions, except per share data) TTM Share Market Enterprise TTM EBITDA Total Enterprise Value / TTM Enterprise Value / NTM TTM NTM Company Price Cap. Value Revenue EBITDA EBIT Margin Debt Revenue EBITDA EBIT Revenue EBITDA EBIT P/E P/E Disruptive Technology Apple 174.87 822,015 850,318 261,612 79,523 67,970 30.40% 114,730 3.1x 10.0x 11.6x 3.1x 10.7x 12.5x 13.5x 13.5x Google 1,122.01 777,603 672,475 136,819 40,421 31,392 35.2% 4,012 5.0x 16.5x 21.2x 4.2x 11.3x 18.2x 34.1x 24.1x Clean Technology First Solar 51.89 5,443 3,372 2,244 171 40 7.60% 476 1.5x 19.5x 100.0x 0.9x 6.1x 11.2x 38.5x 20.8x SunPower 6.45 912 2,144 1,726 (115) (242) nm 1,482 1.3x nm nm 1.2x 20.65 nm nm nm Auto Tech / Innovation Borgwarner 41.37 8592.6 10085.8 10529.6 1728.5 1276.15 16.40% 2,113 1.0x 5.7x 7.5x 1.0x 5.7x 7.7x 13.6x 9.0x Gentex 20.31 5,265 4,879 1,834 610 508 33.30% - 2.8x 8.4x 10.1x 2.7x 8.4x 10.1x 12.8x 12.6x Luxury Automotives BMW 84.44 54,922 151,042 111,241 15,603 10,289 14.07% 111,548 1.3x 10.0x 14.0x 1.3x 9.4x 14.3x 5.9x 6.7x Daimler 60.14 64,339 206,642 190,336 16,116 10,695 8.50% 164,792 1.1x 10.7x 15.1x 1.0x 9.6x 13.9x 6.3x 6.3x High Growth Automakers Great Wall 0.77 9,511 9,719 14,885 1,437 962 9.70% 2,957 0.6x 5.7x 8.4x 0.6x 5.4x 8.3x 7.7x 7.6x SAIC 4.23 49,461 50,168 138,373 5,938 4,614 4.30% 12,517 0.3x 7.9x 10.1x 0.3x 8.0x 5.8x 8.2x 8.6x Summary Statistics High $ 822,015 $ 850,318 $ 261,612 $ 79,523 $ 67,970 35.2% $ 164,792 5.0x 19.5x 100.0x 4.2x 20.7x 18.2x 38.5x 24.1x Median 29,486 30,127 63,063 3,833 2,945 14.1% 3,484 1.3x 10.0x 11.6x 1.1x 8.9x 11.2x 12.8x 9.0x Mean 179,806 196,084 86,960 16,143 12,750 17.7% 41,463 1.8x 10.5x 22.0x 1.6x 9.5x 11.3x 15.6x 12.1x Low 912 2,144 1,726 (115) (242) 4.3% - 0.3x 5.7x 7.5x 0.3x 5.4x 5.8x 5.9x 6.3x Implied Valuation ($ in Millions) Implied Enterprise Valuation Range Implied Enterprise Value $3,588 32,231$ — 39,393$ Implied NTM Dec '19E Adjusted EBITDA Multiple Range 9.0x — 11.0x NTM Dec '18E Adjusted EBITDA Implied Valuation ($ in Millions) Implied Enterprise Valuation Range Implied Enterprise Value $28,846 28,298$ — 34,587$ Implied NTM Dec '19E Revenue Multiple Range 1.0x — 1.2x NTM Dec '18E Revenue Appendix Home Page

50. 53Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla PrecedentTransaction Analysis Implied Valuation ($ in Millions) Implied Enterprise Valuation Range Implied Enterprise Value $1,513 19,410$ — 23,724$ Implied NTM Dec '19E Adjusted EBITDA Multiple Range 12.8x — 15.7x NTM Dec '19E Adjusted EBITDA ($ in Millions) Enterprise Date Target Buyer Value Revenue EBITDA Jan-14 Chrysler Group LLC Fiat SpA 4,350.0$ 0.2x 1.7x Jan-16 Daihatsu Motor Co Toyota Motor Corp 3,098.0 0.4x 4.0x Feb-14 WABCO Holdings Transics International 131.0 2.0x 9.8x Nov-17 Diamler AG BlackRock Inc 206,641.7 1.1x 9.5x Feb-13 MBF Holdings Impact Action 42.9 0.4x 8.4x Feb-19 Maxwell Technologies Tesla Inc 230.8 1.9x nm Oct-18 Magneti Marelli S.p.A. Calsonic Kansei 7,109.3 1.0x 14.3x Summary Statistics High 206,641.7$ 2.0x 14.3x Median 3,098.0 1.0x 8.9x Mean 31,657.7 1.0x 7.9x Low 42.9 0.2x 1.7x Enterprise Value / TTM Appendix Home Page

51. 54Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Tesla RecentTrends Notable Departures • Dan Kim, Senior Director of Global Sales, Marketing and Delivery • Dane Butswinkas, General Counsel • Dave Morton, ChiefAccounting Officer • GabyToledano, Chief People Officer • Jon McNeill, President of Global Sales and Service Recent Financials Production Outlook • Expect to deliver between 360,000 and 400,000 vehicles in 2019 • Tesla is beginning 2019 by cutting its full-time workforce by 7%, which will reduce costs by about $400 million annually • Goal is to expand deliveries in Europe and China with new manufacturing hubs • Aim to achieve a 25% gross margin for the Model 3 (base price of $35,000) with a production goal of 600,000 cars in 2019 • Wary of U.S. federal subsidies being cut, with a majority of the demand for the Model 3 being from domestic customers Sources: Tesla 10-K, Bloomberg, Yahoo Finance Share Price $314.74 EBITDA 1,635 Debt 13,827 Cash 3,686 Debt/Equity 219% Debt/EBITDA 8.5x Key Statistics Buy: 11 Hold: 11 Sell: 10 Morgan Stanley:“The quality of cash flow was stronger than expected with working capital not benefitting as much.” Evercore:“While Q3 was not conclusive, we believe the answer is‘Nearly’.” JP Morgan: “4Q delivery shortfall and vehicle price cuts suggest softer underlying demand.” Analyst Coverage Appendix Home Page

52. 55Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Fund Ownership (as of 12/31/2018) Ownership Percentage Baillie Gifford & Company 10.43% Temasek Holdings 5.39% Warburg Pincus 3.61% Primavera Capital Management 0.85% Artal Group 0.73% Lone Pine Capital 0.49% Bank of New York Mellon 0.27% Masters Capital Management 0.26% Islet Management 0.23% Mitsubishi UFJ Trust & Banking Corporation 0.18% Stock Price StockVolume $0 $2 $4 $6 $8 $10 9/11/2018 10/11/2018 11/11/2018 12/11/2018 1/11/2019 2/11/2019 - 20,000,000 40,000,000 60,000,000 80,000,000 100,000,000 120,000,000 140,000,000 160,000,000 180,000,000 9/12/2018 10/12/2018 11/12/2018 12/12/2018 1/12/2019 2/12/2019 NIO’s Public EquityAnalysis Stock Performance Appendix Home Page

53. 56Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World NIO Power NIO Power Swap Station NIO Power Mobile Service The Power Swap Network Appendix Home Page

54. 57Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World The NIO House Children's Area ExteriorView Auto Gallery Living Room Appendix Home Page

55. 58Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World Flagship ES8 Key Statistics: ❖ Pricing ❖ 6-seater : $68,000 ❖ 7-seater : $66,850 ❖ 0-65 mph in 4.4 Seconds ❖ 310 mile range ❖ Battery swap compatible Appendix Home Page

56. 59Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World ES6 EV SUV Key Statistics: ❖ Pricing ❖ Standard : $53,500 ❖ Performance : $60,000 ❖ Premier : $75,000 ❖ 0-65MPH in 4.7 seconds ❖ 317 mile range ❖ 50 minutes to 80% fully charge Appendix Home Page

57. 60Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World NIO Minority InterestAnalysis ($ in Millions) Premium Enterprise Date Target Buyer Paid Value Revenue EBITDA Sep-16 Wenling Qianjiang Zhejiang Qianjiang Motor 40.76% 164.3 1.8x nm Sep-18 Lucid Motors Public Investment Fund nm 151.7 nm nm Jan-16 Sundiro Heilongjiang Hengyang 37.00% 106.3 6.6x 36.0x May-15 Unipres Nippon Steel 3.17% 55.0 0.4x 2.9x Nov-16 Navya Technology Valeo nm 33.2 11.2x nm Aug-18 ElectraMeccanica Vehicles Private Placement nm 10.0$ 22.9x nm May-17 Leo Motors Lan Zhou Xinqu 29.81% 7.1 3.4x nm High 40.76% 164.3$ 22.9x 36.0x Median 33.41% 55.0 5.0x 19.5x Mean 27.68% 75.4 7.7x 19.5x Low 3.17% 7.1 0.4x 2.9x Enterprise Value / TTM Summary Statistics Appendix Home Page

58. 61Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Post-Minority Stake Income Statement Fiscal Year Ended December 31, 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Income Statement Automotive Sales $140,205 $133,449 $133,045 $131,448 $127,111 $123,297 $119,598 $116,010 GM Financial 8,979 12,139 14,004 14,704 15,410 16,119 16,844 17,585 Total Revenue $149,184 $145,588 $147,049 $146,153 $142,521 $139,416 $136,443 $133,596 Automotive Cost of Sales $121,784 $116,229 $120,656 $118,698 $114,654 $111,091 $107,639 $104,641 Automotive SG&A 10,345 9,570 9,650 9,596 9,406 9,001 8,611 8,237 GM Financial Interest, operating and other expenses 8,369 11,128 12,298 12,940 13,576 14,104 14,789 15,405 Total Operating Expenses 140,498 136,927 142,604 141,233 137,636 134,196 131,039 128,283 Operating Income $8,686 $8,661 $4,445 $4,919 $4,884 $5,221 $5,404 $5,313 Interest Expense $381 $309 $320 $3,325 $3,061 $2,845 $2,647 $2,462 Other Expense (Income) (3,703) (3,511) (4,424) (4,424) (4,424) (4,424) (4,424) (4,424) Total Other Expenses (Income) ($3,322) ($3,202) ($4,104) ($1,099) ($1,363) ($1,579) ($1,777) ($1,962) Earnings Before Taxes $12,008 $11,863 $8,549 $6,018 $6,248 $6,800 $7,181 $7,275 Corporate Taxes 2,739 11,533 474 1,264 1,312 1,428 1,508 1,528 Net Earnings From Continuing Operations $9,269 $330 $8,075 $4,755 $4,936 $5,372 $5,673 $5,747 (Earnings)/Loss From Ownership in Equity Investment - - - - - - $449 $171 ($20) ($156) ($308) Preferred Dividend - - - - $98 - - - - - - - - - - Net Extraordinary Loss (158) 4,194 61 61 61 61 61 61 Net Earnings, GAAP $9,427 ($3,864) $7,916 $4,245 $4,704 $5,331 $5,768 $5,994 Assumptions Automotive Sales (YoY Growth) NA (4.8%) (0.3%) (1.2%) (3.3%) (3.0%) (3.0%) (3.0%) GM Financial (YoY Growth) NA 35.2% 15.4% 5.0% 4.8% 4.6% 4.5% 4.4% Total Revenue (YoY Growth) NA (2.4%) 1.0% 3.0% 3.0% 3.0% 3.0% 3.0% Automotive Cost of Sales (% of Auto Sales) 86.9% 87.1% 90.7% 90.3% 90.2% 90.1% 90.0% 90.2% Automotive SG&A (% of Auto Sales) 7.4% 7.2% 7.3% 7.3% 7.4% 7.3% 7.2% 7.1% GM Financial Interest, operating and other expenses (% of Fin Sales) 93.2% 91.7% 87.8% 88.0% 88.1% 87.5% 87.8% 87.6% Operating Margin 5.8% 5.9% 3.0% 3.4% 3.4% 3.7% 4.0% 4.0% Corporate Tax Rate 22.8% 97.2% 5.5% 21.0% 21.0% 21.0% 21.0% 21.0% Net Margin 6.3% (2.7%) 5.4% 2.9% 3.3% 3.8% 4.2% 4.5% Appendix Home Page

59. 62Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Post-Minority Stake Balance Sheet Purchase Price of Equity Investment: $3,524 % Ownership Implied by Purchase Price: 35.0% Acquisition Financing: % Total: Amount: Debt: 0.0% $0 Cash: 100.0% $3,524 Total: 100.0% $3,524 Fiscal Year Ended December 31, 2016A 2017A 2018A + - Pro Forma 2019E 2020E 2021E 2022E 2023E Balance Sheet Cash and Cash Equivalents $15,512 $20,844 - - $3,524 $17,320 $10,936 $7,539 $5,492 $4,078 $3,190 Short-Term Investments 8,313 5,966 - - - - 5,966 5,966 5,966 5,966 5,966 5,966 Accounts Receivable 28,685 33,399 - - - - 33,399 32,834 32,018 31,235 30,653 30,013 Other Current Assets 16,234 15,084 - - - - 15,084 15,645 15,256 14,923 14,605 14,300 Total Current Assets $68,744 $75,293 - - $3,524 $71,769 $65,380 $60,779 $57,617 $55,302 $53,469 Net Property, Plant & and Equipment $36,253 $38,758 - - - - $38,758 $36,006 $33,607 $31,539 $29,788 $28,341 Newly Acquired Equity Investment - - - - $3,524 - - $3,524 $3,972 $4,143 $4,123 $3,967 $3,659 Other Long-Term Assets 107,485 113,288 - - - - 113,288 113,288 113,288 113,288 113,288 113,288 Total Assets $212,482 $227,339 $3,524 $3,524 $227,339 $218,647 $211,817 $206,567 $202,345 $198,758 Accounts Payable $46,525 $46,842 - - - - $46,842 $46,631 $45,472 $44,482 $43,533 $42,625 Short Term Debt 26,965 31,891 - - - - 31,891 27,738 25,891 24,728 24,035 23,638 Other Current Liabilities 3,400 3,504 - - - - 3,504 3,448 3,362 3,289 3,219 3,152 Total Current Liabilities $76,890 $82,237 - - - - $82,237 $77,817 $74,726 $72,498 $70,787 $69,415 Long Term Debt $67,254 $73,060 - - - - $73,060 $68,060 $63,060 $58,060 $53,060 $48,060 Other Long-Term Liabilities 32,138 29,265 - - - - 29,265 29,265 29,265 29,265 29,265 29,265 Total Liabilities $176,282 $184,562 - - - - $184,562 $175,142 $167,051 $159,823 $153,112 $146,740 Shareholders' Equity 36,200 42,777 - - - - 42,777 43,505 44,766 46,744 49,234 52,018 Total Liabilities and Equity $212,482 $227,339 - - - - $227,339 $218,647 $211,817 $206,567 $202,345 $198,758 check - - - - - - - - - - - - - - Metrics & Drivers Net Earnings ($3,864) $7,916 $4,245 $4,704 $5,331 $5,768 $5,994 Cash Ratio 0.31 0.33 0.22 0.18 0.16 0.14 0.13 Return on Equity (10.7%) 18.5% 9.8% 10.5% 11.4% 11.7% 11.5% Net Debt $43,429 $46,250 $51,158 $49,555 $46,602 $43,016 $38,904 Appendix Home Page

60. 63Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World GM Post-Minority Stake Cash Flow Statement Fiscal Year Ended December 31, 2016A 2017A 2018A 2019E 2020E 2021E 2022E 2023E Cash Flow Statement Net Earnings $4,245 $4,704 $5,331 $5,768 $5,994 Depreciation 11,521 11,235 10,990 10,756 10,532 Earnings From Ownership in Equity Investment (449) (171) 20 156 308 Change in Working Capital (263) (40) 52 (118) (31) Cash From Operating Activities $15,055 $15,729 $16,393 $16,561 $16,803 Capital Expenditures (8,769) (8,836) (8,923) (9,005) (9,085) Cash From Investing Activities ($8,769) ($8,836) ($8,923) ($9,005) ($9,085) Dividends ($2,117) ($2,043) ($1,953) ($1,877) ($1,810) Share Repurchases (1,400) (1,400) (1,400) (1,400) (1,400) Scheduled Debt Paydown (5,000) (5,000) (5,000) (5,000) (5,000) Change in Revolver (4,153) (1,846) (1,164) (693) (397) Cash From Financing Activities ($12,670) ($10,289) ($9,517) ($8,970) ($8,607) Change in Cash ($6,384) ($3,397) ($2,047) ($1,414) ($888) Beginning Cash $17,320 $10,936 $7,539 $5,492 $4,078 Ending Cash 17,320 10,936 7,539 5,492 4,078 3,190 Metrics & Drivers Free Cash Flow $6,286 $6,893 $7,470 $7,556 $7,718 Operating Profit 4,919 4,884 5,221 5,404 5,313 EBITDA 16,441 16,120 16,211 16,160 15,844 Appendix Home Page

61. 64Global Case Competition at Harvard – GM M&A Sources: Bloomberg, Team Projections, Company 10-K Filing, CapIQ and IBIS World IllustrativeTransactionTimeline GM Preparation Management Meetings Determine Pricing Onboarding Collaboration Team Tasks • Meet with internal management to determine strategic rationale • Suggest plan of action and determine fit with existing plans for innovation • Gather expected financing and determine whether current liquidity is sufficient to purchase a large enough stake • Key decision makers from both sides come together to compare visions for the future of the two companies • Plan interactions in both formal and informal environments to test culture fit • Develop a timeline of next steps and set a clear standard for decisions to come in the future • Discuss metrics upon which contingent value rights will be established • Prepare relevant financial information from NIO and share it with GM to ensure that full transparency is achieved • GM makes an initial offer to determine a baseline for negotiation, predicated on previous financial analysis • Determine target financing for the minority stake and finalize capital structure post-transaction • Correspond with legal and financial advisors to settle on final per-share price and ownership stake • Introduce GM’s candidate to other board members; will begin tenure immediately • Review market data for key demographics and determine marketing strategy for FY19 • Align GM’s strengths with deficiencies in NIO’s operations to strengthen combined operations • Adjust forecasts to reflect new ownership and prepare for expansion into new end markets • Initiate plans to realize synergies outlined in negotiation phase • Integrate NIO technology into GM’s existing electric vehicle suite to provide a better viable option for luxury consumers • Utilize GM’s manufacturing expertise to optimize operations in China • Work towards performance metrics contained in the established contingent value rights Duration 2-3 weeks 4-5 weeks 1-2 weeks 7-8 weeks FY19 Negotiation Integration Transaction Milestone Submit Final BidEnsure Fit Place Board Member Forecast Long-Term Goals The team will work to maximize value while closing the transaction in an appropriate timeframe Game Plan Appendix Home Page

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