The GM Story - The bankruptcy and reorganization of GM, Told from the beginning in 2008 through the winddown of Motors Liquidation Corporation ("Old GM")

1. 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”

2. 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:

3. 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

4. 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

5. “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
5

6. Breakdown of Government Funding
6
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

7. Post-Transaction Structure
7
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 Acquire
15% of Common
2% Contingently
Issuable Common Stock
New VEBA
Capital Structure
Debt $17B
Preferred Stock $9B
Common Stock - *
* Warrants issued to Old GM & New
VEBA for 17.5% of common stock
Bondholders
Unsecured
Creditors

8. Motors Liquidation Company, “oldGM”
8
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

9. MLC Owns and Maintains Many of the Largest Buildings in the World
9
9Confidential
0.00
1.00
2.00
3.00
4.00
5.00
6.00
GMRenaissanceCenter
NUMMIAssembly
WillowRunPowertrain
BoeingEverettPlant
FlintNorthPowertrain
MoraineAssembly
MallofAmerica
ThePentagon
PontiacAssembly
ShreveportAssembly
WilmingtonAssembly
MansfieldStamping
EmpireStateBuilding
NaritaInternationalAirport
GrandRapidsStamping
IndianapolisStamping
PontiacStamping
LivoniaPowertrain
PittsburghStamping
MassenaPowertrain
StrasbourgPowertrain
ParmaPowertrain
World'sLargestWal-mart
FredericksburgPowertrain
Approximate Square Footage (in MM sq. ft.)

10. Willow Run Powertrain Plant
10
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

11. Pontiac Assembly - Body in White (1/3)
11

12. Pontiac Assembly – Body in White (2/3)
12

13. Pontiac Assembly – Body in White (3/3)
13

14. Pontiac Assembly – Paint (1/3)
14

15. Pontiac Assembly – Paint (2/3)
15

16. Pontiac Assembly – Paint (3/3)
16

17. Pontiac Assembly – Chassis Assembly (1/3)
17

18. Pontiac Assembly – Engine Assembly (2/3)
18

19. Pontiac Assembly – Final Truck Assembly (3/3)
19

20. Pontiac Facility (North Facility)
15
20
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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

21. “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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23. Willow Run Powertrain Plant
23
Location: Ypsilanti, MI
Earliest Service Date: 1953
Approximate Size: 5.0MM sq. ft.