Our vision for serving General Motors

Our proposal to serve GM as your external auditor

June 8, 2017

kpmg.com Our Global Commitment to General Motors

During this RFP process and throughout our From working with you, we have learned that: Having met and worked with us, you know that You have our global commitment that General long-term professional relationship, KPMG has we do our homework, listen with intention, ask Motors will be one of our most important global had the opportunity to learn and understand your • Your purpose is to earn customers for life questions, and are rigorously committed to: audit accounts. You deserve an independent business, people, and culture. We have met with • You are a highly innovative, focused global auditor that will listen to your concerns, a number of members of management in Detroit company with a historic past and a bright future • Driving a relentless focus on quality and address your risks, and can add insights. That excellent service and Fort Worth and believe we have gotten a • You demand a commitment to innovation and firm is KPMG, and we stand firmly behind our strong sense of the working style at GM. We are excellence to grow and succeed • Acting as a multi-disciplinary firm, commitment. now taking this opportunity to emphasize our coordinating seamlessly, commitment to be your independent auditor. • You strive to serve and improve the communities in which you live • Continuously improving quality, consistency and efficiency • Deploying our highly talented people globally

Lynne Doughtie Bill Thomas Bill O’Mara Charles Krieck Honson To Chuck Fuller Chairman, KPMG LLP (U.S.), Chairman, KPMG International Global Lead Audit Partner Chairman, KPMG in Brazil Chairman, KPMG in China Global Lead Audit Partner, and GM Account Executive GMF June 8, 2017 KPMG LLP Suite 19000 Tel. +1 313 230 3000 150 W Jefferson Ave. Fax: +1 313 230 3001 Thomas S. Timko Detroit, MI 48226 www.kpmg.com Vice President, Controller and Chief Accounting Officer General Motors Company 300 Renaissance Center Detroit, MI 48265

Dear Members of the Audit Committee and Management:

On behalf of KPMG LLP and the KPMG network of member firms globally, I want skills and experiences that map to the potential challenges and requirements that to thank you for this opportunity to present our qualifications to serve as external we envision you may encounter over the next five to ten years. auditor for General Motors Company (GM). Our priority – and commitment – is to deliver to you the highest caliber of service our firm can offer. A world-class company like GM deserves the fundamentals, including leading service from your audit firm. As a Premier Audit Account, GM will have direct Disruption is the current driving force of the automotive industry. GM is evolving access to, and commitment from, our leadership to deliver the highest quality from a world-class automaker to a world-class mobility company. A critical factor service. Our leading automotive and captive finance professionals will be fully in selecting your next auditor is that firm’s understanding of that evolution and its dedicated to your audit. ability to accompany you on this journey. We believe we are that firm. On a personal note, I have been responsible for the audit quality of the largest I believe this proposal demonstrates that your next auditor should be KPMG and most respected organizations in the world, including acting as the lead because of our experience and innovative approach as well as our mutual audit partner on Citigroup and GE. This opportunity is an honor. As a result, I will commitment to the communities we serve. transition from my current role of Global Head of Audit to become your Global Lead Audit partner. In addition, I will be supported by an exceptional team that reflects The ultimate goal of an auditor, now and always, is to deliver audit quality. For your importance to our firm, and is supported by our global chairman and the us, as for you, quality is the foundation upon which our firm was founded more chairman of each country in which you operate. Together, we can deliver the global than a century ago, and it is the essence of our audit practice. As your Global resources you need. Lead Audit Partner, I hold this belief as does our team and the more than 156,000 account delivery partners and professionals worldwide. Across 152 countries, Change is critical, but the greater risk is not change itself but failing to seize we consistently act as one firm, working collaboratively and transparently, so the moment. Our ability to bring an independent, fresh set of eyes that are the quality of insights you receive will reflect our collective experience, across not anchored in the GM of the past, but look towards the GM of the future has functions worldwide. convinced me that your selection of KPMG would be the right change at the right time. We are excited to begin the journey. As a Premier Audit Account, GM will be regarded as a top audit and benefit from new KPMG technologies that define the way forward and deliver insights On behalf of KPMG’s firm leadership, I can say with confidence that we are wholly beyond the audit. We are continuously investing in methodologies and working dedicated to serving you with the highest levels of professionalism and integrity. with leading companies that we believe will have a transformative impact on the auditing profession. As demonstrated during our Innovation Day, we are committed Yours very truly, to aggressively leveraging our innovative capabilities to enhance the quality of KPMG LLP your audit.

As the industry changes, the importance of perspective beyond the automotive world is critical. To support you, your audit team will include team members with the skills and experience to perform the highest quality audit, in addition to an Bill O’Mara Insights Council of our senior leaders. Members of the Council possess the distinct Global Lead Audit Partner iv | Our proposal for GM’s external audit Our proposal for GM’s external audit | v Table of contents

Executive summary 1

I. The right firm 3

II. The right team 6

III. The right approach 9

IV. Transition 15

V. Quality and independence 17

VI. Proposed fees 19

Appendices A1-A20

Restriction on Disclosure and Use of Data – This document contains confidential or proprietary information of KPMG LLP, the disclosure of which would cause irreparable harm to KPMG LLP; therefore, the recipient shall not disclose, use, or duplicate this document, in whole or in part, for any purpose other than recipient’s consideration of KPMG LLP’s proposal.

This proposal is made by KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity, and is in all respects subject to our client and engagement acceptance procedures as well as the negotiation, agreement, and execution of a specific engagement letter or contract.

KPMG International provides no client services. No member firm has any authority to obligate or bind KPMG International or any other member firm vis-à-vis third parties, nor does KPMG International have any such authority to obligate or bind any member firm.

The KPMG name and logo are registered trademarks or trademarks of KPMG International.

© 2017 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. 1 | Our proposal for GM’s external audit Executive summary

You have been a long-term valued client for us. During this time we have provided A team that understands global clients, automotive, captive finance—and you. you with a range of services such as SOX and internal audit assistance, various tax Your global engagement team has been built with partners and professionals who have projects, and strategic management, among others. It has been insightful to learn worked with our largest and most complex accounts, have a wealth of automotive and more about your audit expectations, and a great deal more about your vision as a captive finance experience, and who have led global engagements. These people have company. We are excited to leverage our experience and learnings to become your been sourced from around the world and will be based in your key locations. In short, next auditor. we are bringing our global experience to where it matters most to you. This team will be led by Bill O’Mara, who served as Global Lead Audit Partner for Citigroup and GE— What we have learned, first and foremost, is that you are on a journey—a industry leaders with a level of complexity and a global footprint similar to yours. Bill’s transformation, as many car companies are, from a leading automaker to an extensive global connections gained from serving as KPMG International’s Global Head of innovative mobility company. What you have told us is that such a company Audit will give you—and his team—a first-hand line of sight into the regulatory landscape. deserves nothing less than a world-class finance function, and, in turn, an auditor that can help you achieve that goal. As a result, we have intentionally Supplementing Bill’s experience is Angelika Huber-Straßer, former lead audit partner aligned our approach to fully support your finance priorities in order to enhance for BMW, who brings her extensive knowledge of the global auto industry to the team your effectiveness in this critical area. We believe such a firm requires a depth of and Malcolm Dahn, who has spent a significant amount of time coordinating statutory industry experience, a commitment to innovation, and a culture similar to GM’s— audits across Asia-Pacific for GE and Pfizer. to, as you have expressed, “make you better.” That firm is KPMG. Similarly, the experience of Chuck Fuller, who will serve as Global Lead Audit Partner GM Strategic Priorities KPMG Approach on GM Financial, brings deep experience in the captive finance space, as he has led Recruit, develop, and retain Globally sourced, deeply experienced team engagements for Daimler-Chrysler Financial and its successors, as well as Mercedes- Benz Financial Services. Integrate makers and sellers KPMG Audit Scorecard driving continuous improvement

Leverage GM financial Lead GM and GMF partners with deep industry experience Defining Our Qualifications Enhance finance systems Dynamic Audit, powered by our KPMG Clara smart audit platform Deliver efficiency Commitment to innovation to improve quality and execution Experience A firm that leads in both automotive and financial services. Realizing your vision requires an audit firm that not only understands the auto industry, but leads it. KPMG is the leading firm auditing both global automotive and captive finance companies, as well as financial institutions. Our team has been hand-selected based on their experience with these industries, as well as other complex global organizations. This experience We audit 9 of the top 20 global automotive companies and 48% of all U.S. SEC registered connects us first-hand to the broader challenges, and opportunities, that your peers and banks, which provides us a platform to understand the opportunities and challenges you face. you will face as you create the future. Our proposal for GM’s external audit | 2

Commitment to innovation Culture Dynamic Audit. You are on a journey of transformation, so working with an audit firm Our cultures, together. To accompany that recognizes the potential value of change through technology is crucial. With KPMG, you on your journey requires a firm that this begins with Dynamic Audit, an innovative process that digs deeper into the data, shares your values. This commitment providing better audit is what you have already seen from evidence for us to us—a culture of working transparently, identify the risks you while listening and reacting to your face, before they input. We bring this culture to life with

impact you. Dynamic The KPMG Story, which encapsulates 5 TOP Audit is powered KPMG’s defining values and higher- by KPMG Clara, our purpose commitment, and encourages smart audit platform, us “to inspire confidence and which brings together empower change: every day.” It also data and analytics, extends to our commitment to community involvement and and an innovative diversity, both locally in Detroit and around the world—values shared by GM. audit work flow, to For KPMG, our belief in transparency, communication, and commitment to our local keep our audit delivery communities earned us an all-time high ranking of No. 12 on FORTUNE’s “100 Best smooth, global, and Companies to Work For” in 2017. We will bring these qualities to work in our audit transparent—real time. This process embodies KPMG’s relentless commitment to audit relationship with GM. quality and offers GM a highly effective and insightful audit. This approach is used widely at our Premier Audit Accounts and has changed what our existing and new clients think an audit should be. A new approach to transition Technology and innovation are top KPMG priorities. As many of you saw during KPMG has transitioned more public companies than any other Big Four firm. Philip our recent “Innovation Day,” our commitment to data and analytics and cognitive is Smith, Corporate Audit Partner, will leverage this experience in addition to his personal so exceptional, it has been cited by Forrester Research as the industry leader. Such experience transitioning seven public companies to KPMG to drive our transition recognition, together with process. Philip will also leverage Joe Balitewicz, Transition PMO, to drive a coordinated “ KPMG cracked the code for balancing our alliances with leading transition process. A transition plan for GM has been in the works for several months business and technology expertise.” technology companies so upon appointment as your auditor, we can hit the ground running. Our ability to such as Microsoft and IBM provide an independent fresh look at your processes and controls means transition can Strong be a benefit, not a strain. We have provided over 600,000 hours of service to GM over Challengers Contenders performers Leaders Watson, further positions Strong the last three years and will leverage that knowledge in our transition. But a transition + KPMG as the right choice Deloitte + as audit firm for GM. Our requires more than foresight; it also needs strong project management—and a firm that Accenture Digital + commitment to innovation can get it right. Since 2012, our global network of member firms has transitioned more companies like GM to KPMG than any other Big Four firm; these success stories, most + Mckinsey and the power of KPMG EY + + Infosys Current + IBM Clara allow us to coordinate recently, include American Airlines, Unilever, and Barclays. offering Wipro + your global audit through + Atos + Capgemini one smart audit platform We trust that our proposal answers all the questions and points you have raised that also allows you access both in the RFP and during our recent meetings. To help make our response as Market presence to the real-time status clear as possible, we have added in a Compliance Matrix so you can compare our Weak + + + + + reporting you want. Weak Strategy Strong response with your RFP, as appendix A19.

Source: Forrester WaveTM Insights Service Providers, Q1 ’17 3 | Our proposal for GM’s external audit

Providing you a professional relationship you’ll value • Proactive and transparent approach • Commitment to our local communities I. The right firm • Service you deserve

Throughout the conversations we have had with you, we have heard loud and we shared our strategy, particularly around the topics of social and educational diversity. clear that your next auditor needs to have the right culture, the right experience, Both our companies place huge emphasis on empowering people through inclusion, and the right commitment to innovation. and our KNOW Women in Leadership Breakfast the following day, attended by over 300 GM and KPMG employees, was a testament to the power of inclusion through our With your mission to build a world-class finance function, you deserve a firm that can help teams working together. make your external audit experience better. More importantly, you need to believe that the auditor you choose has the right qualifications and capabilities to accomplish that mission. Our commitment to GM and to Detroit Our cultures, together Detroit and Michigan are important to you. After all, this is where it all began for you. So you deserve to work with a firm that is as committed to the Motor City as you are. Our You need to know that the people working with you share your values, and can work Detroit office opened in 1916 and today audits public and privately owned businesses with one shared goal: making GM better. throughout the Midwest, including Mercedes-Benz Financial Services, General Every single member of your KPMG team, around the world, will be laser focused on Dynamics, and International Automotive Companies. Our business unit will grow when working with you. This commitment is what you have come to expect from us over the your global audit team (discussed on page 6) relocates here. You’ve seen us quickly years of working together and, more recently, in action during the RFP process. We staff your engagements before when we redeployed professionals to support the work proactively and transparently, while listening and reacting to your input. This will SOX implementation and when we redeployed a significant number of professionals include a formal on-boarding process for every team member working with you so they to Detroit to support the restatement work. We have already identified our 2018 audit embrace our objective, the cultural context, and your priorities. team consisting of professionals from across the country and they are all excited for the opportunity to work on your external audit here in Detroit. We bring this culture to life in The KPMG Story, which encapsulates KPMG’s defining values. It is the backbone of our firm’s culture, encouraging us “to inspire confidence Further evidence of our commitment is the soon-to-be-announced opening of our and empower change: every day.” As we continue to work together, you can see how KPMG Center here in Detroit. This is the first of our U.S.-based audit service centers closely The KPMG Story aligns with your culture. A core value of The KPMG story is our which will employ up to 375 professionals providing skilled centralized services to the commitment to diversity and inclusion. companies we serve. Our Center can have a great effect on the work we can deliver to you, and also can help the city in which we live. In March, both GM and KPMG shared some powerful conversations and thoughts on diversity and inclusion. Ken Barrett joined us for a rich discussion on your strategy and

“Since I came to Detroit in 2012 to serve as Office Managing Partner, I have seen first-hand Detroit’s growth and revitalization. KPMG has been here for over 100 years and is committed to help build the city and strengthen the community. With the upcoming launch of our KPMG Center, we will be bringing up to 375 jobs to our city while enhancing our service delivery and quality to our clients, including GM.” –Heather Paquette, Global Lead IT Partner and Detroit Office Managing Partner Our proposal to serve GM as your external auditor | 4

Our global experience and qualifications

of all U.S. SEC registered banks including global companies Financial Services such as Citigroup, Wells Fargo, 48% and BNY Mellon Audits Global

GE Renault Bank Auto Audits and Services Citigroup Hyundai Capital

Barclays Daimler Tata Motors Honda Motor Captive Audits Finance Limited PepsiCo BMW Daimler Financial of similar Hyundai Motor* Finance Services Pfizer Renault* Honda Financial Services PetroChina size KIA Motors* Audits Tata Motors Petrobras BMW Financial Mazda Motors Subaru

/20 *Joint audit 23 offices and over 4,000 9 professionals with a 23% market-share of public companies (next is 16%)

#1 16 in the Big offices, Four, 80% market Shanghai >2,700 B R A Z I L share of asset partners and In since 1916 managers, >110 professionals, 26% Detroit partners and of the top 100 HK professionals shares audited

F O H R T W O R T C H I N A 5 | Our proposal for GM’s external audit

GM at the center of our approach Best work from our best people Working with a firm whose structure is aligned to yours is crucial for connecting you to As a Premier Audit Account, you deserve premier quality people who will deliver the right people with the right knowledge. You will be at the center of our approach and premier quality work. will be a Premier Audit Account for us. Bill will continue his commitment, as you have seen over the last two years, to making Easier access to knowledge through aligned GM’s audit better. This commitment will continue, as he will fully transition out of his Premier Audit Accounts structures leadership position. Bill will spend 100% of his time as your Global Lead Audit Partner through 2022. He’ll bring you our best and brightest from the entire firm in addition to As part of our Premier Audit Account Globally, we are organized along industry lines— his experience leading the audit engagements of GE and Citigroup. program, you will benefit from: the first of the Big Four to do so. When you –– Direct and priority access to our need experience and knowledge in an industry, Your connection to our best people is broader than just Bill. Chuck Fuller will lead best professionals from around the particularly the automotive and captive finance the GM Financial audit and bring his experience serving as lead audit partner for world, who are kept up to date with industries, we can connect you. Member firms DaimlerChrysler Financial Services and Mercedes-Benz Financial Services. client requirements and can be affiliated with KPMG International operate in 152 mobilized quickly countries, so we are where you are. Our structure Building on our experience with you –– Our ability to move key people to is flexible, so we can move the right resources the countries where you operate across borders effectively, in a way that is aligned Our professional relationship expanded markedly under Sam Fogleman’s leadership. –– Regular global planning meetings with how you operate. Bill O’Mara, our current As GM’s current Global Lead Partner, Sam has overseen and provided a wide range of and independent reviews to services outlined in the table below. Fees for these services: coordinate high levels of service Global Head of Audit, has unparalleled access –– The visibility of KPMG’s leadership to our global network. Couple that with Laura to deliver high quality service and Newinski’s experience as Vice Chair-Operations 2014 2015 2016 –– Knowledge sharing and and her previous role as the National Managing international collaboration and Partner of U.S. Tax, and you will have the best $38.1 million $42.9 million $39.7 million access to our technical knowledge professionals, both in the U.S. and around the world.

A chronology of our recent projects with GM Recall Support Dynamic Risk Assessment

Global Field Action Management (Strengthening the recall process) “ I am personally committed to our team continuing the working style you’ve come to know with us as GCCX (Using data to better direct customer loyalty spend) we transition to becoming your external auditor.” GRC Access Control Supplier Operations (Helping to ensure production supply) –Sam Fogleman, Chair, GM Insights Council Legal Support (Streamlining the eDiscovery process)

Direct/Indirect Tax Assistance (Streamlining tax processes)

Business SOX Internal Audit Assistance (Creating a more effective compliance program)

Valuation Services

Global Expat Tax Services

2010 2011 2012 2013 2014 2015 2016 2017 Defining a better engagement team • A locally-based team from top to bottom • Specialists embedded into your team • You will be their primary account II. The right team responsibility

Our team understands global clients, automotive, Our global team is where you are captive finance, and most importantly, GM and will be led by Bill with a team of hands-on senior partners Bill O’Mara Selecting individuals to serve you has been an opportunity for us to Global Lead build the team with the depth of experience to deliver high-quality Audit Partner service. Our people are extraordinary, and when working together, the power of the whole team is definitely greater than the sum of its parts. We have selected people who work with our largest Chuck Fuller Laura Newinski and most complex accounts, and those who have automotive and Global Lead Global Lead Tax captive finance experience, coupled with their roles leading global Audit Partner, Partner GMF engagements. We can define what it takes to create a better audit as several members of our team have worked with you in the past. Another critical factor was a commitment to diversity as well as to Heather Paquette Detroit and your other key local markets. That is why you will find Global Lead IT Partner that nearly all our core team will be based where you are. Finally, the team to serve you had to reflect our “One Firm” philosophy— which embeds specialists on-site, right into the team, thus avoiding the possibility of duplication of roles and inconsistency. On the subsequent page is a team chart of the core team members who will serve you, followed by a brief description of what each will bring to the team. A complete résumé can be found by clicking on a team member’s photo in the digital proposal format. Client references can be found in Appendix A.

Keeping you connected to the best You will always work with our very best, because we have a strong succession plan. Bill will serve as your global lead audit partner through 2022. During the next five years, he will mentor several partners who work on audits for companies such as GE, General Dynamics, BMW, Daimler, Honda, Navistar, and Emerson so they are prepared to step into the prestigious role of leading your audit. As account executive, Lynne will work with Bill to do whatever is necessary to support you, not just in the United States but globally. When lead partner transitions happen, she will manage them with your needs in mind. 7 | Our proposal for GM’s external audit

The right team with the right experiences

Executive GM Management Audit Committee

Lynne Doughtie Bill O’Mara John Moran Sam Fogleman Account Executive and Global Lead Audit Partner SEC Reviewing Partner Chair, GM Insights Council Chairman and CEO, KPMG LLP

I will be responsible for maintaining your satisfaction with our service I will serve as your primary global contact responsible for signing our report I will be responsible for reviewing the scope, results, and conclusions I will be responsible for leading the GM Insights Council and advise on the and will support Bill by helping commit the quality and continuity of the on your financial statements each year, and for the timeliness of all services reached by Bill and the Audit team and will review all SEC filings prior to evolving customer, regulatory requirements, fin tech, and more within the professionals on our team, now and in the future. delivered. I bring over 30 years of experience serving large multinational issuance. I will work closely with Bill’s team to help deliver efficient and automotive industry. I have over 30 years of advisory experience, including firms, including acting as the lead audit partner on Citi and GE, as well coordinated decisions on technical SEC matters, and bring over 35 years of currently serving as the global lead partner on GM. as my extensive global connections gained from currently serving as the experience serving multinational clients such as Navistar. Global Head of Audit of KPMG International.

Group Audit

Angelika Huber-Straßer Global Automotive Partner

I will be responsible for bringing a global automotive perspective to the GM engagement, keeping the audit team updated on emerging risks and trends and supporting and planning and scoping of the global audit. I bring over 20 years of auto experience, including previously serving as Global Lead Audit Partner on the BMW AG audit. Americas GMIO GME

Philip Smith Darrin Schultz Malcolm Dahn Warren Marine Corporate Audit Partner Lead Americas Partner Regional Coordinating Partner, Regional Coordinating YEARS GMIO and Lead GBS Partner EXP. Partner, GME

I will be responsible for globally coordinating and focusing our audit on the I will oversee the overall coordination, planning, and execution of the North I will be responsible for overseeing the audits of GMIO, coordination with I will lead all audit-related work in Europe. I bring 25 years of automotive appropriate risks to GM. I will bring my experience serving global industrial and South America audits. I will contribute over 20 years of experience DT on the China JVs, and utilization of shared service centers by the audit experience to the engagement, as leader of the U.S. country practice at companies, including Honda and Navistar, as well as experience from serving large automotive companies, including Chrysler and Honda, to the team. I will bring my extensive experience serving U.S. multinational KPMG in Germany, and through working on the Daimler audit. transitioning seven public companies. engagement. companies, such as GE and Pfizer, across the Asia-Pacific region.

Sean Marikakis Jenny Wallace David Ko Lead Corporate GBS and Lead Americas Lead China Partner Senior Manager Senior Manager

I will be responsible for the overall coordination, planning, and execution I will be responsible for the day-to-day supervision of the North American I will work with Malcolm to oversee all audit activity for operations in of your audit. I will bring my experience leading FORTUNE 500 audits and engagement team and the coordination of activities across your GBS China. I bring all of my experience and connections from serving as KPMG’s working with our Department of Professional Practice so that you receive a locations. I bring my experience working with many tier 1 suppliers and will head of audit in China. quality dynamic audit. spend all of my time on the GM engagement.

Rogerio Garcia Alex Shum Lead Brazil Partner China Audit Partner

I will be responsible for the coordination, planning, and execution of the I will be responsible for the coordination, planning, and execution of the South America audits. I have 20 years of experience coordinating audits of China audits. I have over 20 years of experience coordinating audits in multinational companies, including Daimler Chrysler. Shanghai and bring my experience as the co-sector head of Industrial Manufacturing for KPMG China. Our proposal for GM’s external audit | 8

Team Locations

Detroit Ft. Worth Europe São Paulo Shanghai

GMF IT Ta x Specialists

Chuck Fuller Heather Paquette Laura Newinski Kevin Voigt Global Lead Global Lead IT Partner Global Lead Tax Partner Valuation Partner Audit Partner, GMF

I will be the primary global contact for your GMF audit responsible for all I will lead all IT work for your audit engagement. As Office Managing I will be your lead KPMG contact on all tax services. I have held numerous I will lead all business valuation work on the GM audit. I have over 20 years audit conclusions. I will bring 32 years of experience and 11 years serving Partner for KPMG in Detroit, I will also help ensure KPMG maintains its roles, including KPMG’s Vice Chairman-Operations and National Managing of experience providing valuation support for financial reporting and tax captive finance companies, such as Daimler Chrysler Financial Services and deep commitment to the local community and that your Detroit-based team Partner of U.S. Tax, and have extensive experience serving as the lead tax planning purposes, as well as leading valuation work for numerous GM Mercedes-Benz Financial Services to the engagement. has access to any resources needed to deliver your audit. partner for multinational FORTUNE 500 companies. businesses worldwide.

Jim Simon Beth McKenney Dave Winsko Roger O’Donnell International Audit IT Managing Director Global Lead Tax Audit Innovation Partner Partner, GMF Provision Partner

I will assist Chuck in the coordination, planning, and execution of your I will play a key role in assessing IT-related risks and controls as part of your I will lead the audit effort from a tax perspective and will bring my I will assist in our implementation of our Dynamic Audit technology international GMF audits. I will contribute my 16 years of experience overall audit. I bring my experience as the lead on IT assurance services experience as the national leader of our Accounting for Income Taxes group capabilities globally and bring my experience as KPMG’s Global Head of including serving captive finance companies, such as Mercedes-Benz at GM and the lead for IT external audit services for Mercedes Benz, FCA, to deploy our firm’s leading practices to your audit. Data and Analytics in the audit. Financial Services. and Ford.

Casey Miles Sarah Greenleaf Kathleen Dale John Hubbe Lead GMF IT Director International Tax Partner Pension Plan Partner Senior Manager

I will be responsible for the overall coordination and execution of your GMF I will assist Beth in assessing IT-related risks and controls. I bring my I will be responsible for all international tax matters on your audit. I have I will be responsible for the employee benefit plans of GM, and for signing audit. I bring 11 years serving clients in KPMG’s Dallas/Fort Worth practice experience on GM, Henniges Automotive, and Neaton Auto Products more than 18 years of experience in treasury and tax, including serving as the audit reports of the employee benefits plans. I bring over 25 years of and my most recent experience in KPMG’s Audit Quality and Professional Manufacturing to help appropriately scope and deliver our IT work. international tax counsel in the corporate tax department of GE. experience providing employee benefit plan audits and ERISA-related Practice Group to the team. assurance to clients such as GE.

Jennifer Stafeil Kim Zavislak Transition Tax Managing Director Asset Management Partner

Joe Balitewicz I will be responsible for assisting the engagement team to get up to speed, I will provide financial reporting and asset management technical guidance Transition PMO leveraging my past experience with you so the team can leverage your to the audit and pensions teams. I serve a large number of SEC registrants previous investments in your tax processes in our audit approach. and lead the Columbus Investment Management practice.

I will be responsible for implementing our project management methodology with your audit team. I bring my experience with project management leadership over complex projects, from kick-off to delivery at Brett Bernstein your global locations. Audit Quality Partner and DPP Liaison

I will be responsible for challenging our team on key judgments to reinforce the quality of our reporting decisions. I will bring my experience developing the firm’s audit methodology associated with KPMG Clara. 9 | Our proposal for GM’s external audit

Delivering more than an opinion • Market-leading capabilities • Interactive audit platform III. The right approach • Smart auditing the first time

Delivering an audit is more than putting an opinion on your desk. While our foremost goal is delivering a KPMG Clara high-quality audit, we have designed an approach to KPMG • Why: Ability to access all the real-time reporting you need to stay in control and in the know, bring you more—because a static, outdated audit model all while taking the work off your shoulders and giving transparency to hold each other no longer gets the job done. You need an audit to go accountable. Clara beyond the everyday and evolve with you, continuously throughout the year. Our Dynamic Audit, powered by our • What: KPMG Clara, our smart audit platform KPMG Clara smart audit platform, digs deeper into the • How: KPMG Clara will bring data and analytics and an innovative audit workflow together, data, revealing more about the business and its risks. keeping our audit delivery smooth and global. You can see the progress of the audit across all entities in real time, making our findings, reports, and insights available immediately. See more on Page 11 What this all means for us is better audit evidence, resulting in a higher-quality audit. What it means for you is the possibility for new insights into your business. Commitment to continuous improvement All of this adds up to a better experience. Here is what Dynamic Audit can bring you: • Why: A firm committed to improving and changing with you. • A new way of looking at risk to identify issues before • What: KPMG Audit Scorecard Continuous they impact you. We focus our audit on the most • How: The KPMG Audit Scorecard is a simple system that measures your satisfaction against important areas using Dynamic Risk Assessment and metrics we agree on together, beginning with Quality, Service, and Technologies. The improvement our advanced ledger analysis capabilities of the KPMG results show us how well you think we are doing and if there are any areas for improvement. Clara platform Continuous improvement starts with asking for your feedback. When we know exactly what you • A centralized way of exchanging information and want more of, or want less of, we can react. See Appendix C for further discussion. working from Detroit that will make your audit more consistent, more accurate, and easier to control • Access to our smart audit platform KPMG Clara, where Timely completion you can see audit status in real time. Your Audit Committee will need input from us, • Why: Delivery of relevant, transparent, and timely to help make sure they get a robust, Process and technology are not the solutions, rather the results with a targeted sign-off on the 2018 Form 10-K challenging, and transparent audit. enablers. That is why we have selected a well-qualified by January 31, 2019. So they can always know when we team of audit professionals to deliver your Dynamic Audit. find anything significant or have KPMG will also bring LEAN principles within our global • What: Your Dynamic Audit Timely recommendations, with Bill and team to enhance the effectiveness of your Dynamic Audit, • How: When you combine our approach with real-time completion Lynne leading the discussions. as we are the only Big Four accounting firm to receive a information and status-sharing through KPMG Clara, we We can always keep an open door LEAN certification from the LEAN Competency System can execute with short lead times. Your Dynamic Audit between us – of communication, of in the United Kingdom. Like you, we strive for continuous is designed to maintain files in a manner that allows us status, and of results – so you always feel refinement and improvement in how we execute our audit to be ready to issue consents and comfort letters with confident we’re delivering what we’ve promised. to help deliver optimal client experience. almost no lead time. Our proposal for GM’s external audit | 10

“ As your Detroit-based Senior Manager, my Broader insights from beyond your core team commitment is to work with our teams in the • Why: Delivering you a smarter, more focused audit approach. United States and across the globe to deliver a • What: GM Insights Council and supporting specialists consistent, effective, and efficient audit using our • How: We have created the GM Insights Council. Led by Sam Fogleman, your Dynamic Audit model, while providing you with current global lead partner, and bolstered by other KPMG senior leaders, the real-time access to status along the way.” Council will advise on the evolving customer, regulatory requirements, fin tech, and more. By meeting regularly (we have laid out the structure of the Council –Sean Marikakis, Lead Corporate Senior Manager and a meeting plan in Appendix D) you will have the insights you have told us you want, from sources you can trust. These insights, as well as our library of Broader thought leadership, are always at your fingertips through KPMG Clara. insights Also supporting the core team are specialists in areas such as IT, tax, pensions, and valuation, many of whom have served GM in the past. • Leveraging our knowledge of your IT landscape: We recognize that effective information systems are an integral part of the internal control structure at GM. And you want an auditor to understand the flow of information and identify insights. We have identified an IT team led by Heather Paquette, who not only knows your IT landscape, but also your culture through years of service. Dynamic We’ve partnered with you in the past to audit your systems and IT controls through delivering both IT compliance as well as GMAS IT audit services. Our experience and familiarity with your landscape extends across multiple Audit environments and processes, including SAP, GRC, GFAM, warranty recalls and CCA. We understand the flow of information and system interdependencies, and can use that knowledge to provide insightful audit results. • A balanced approach to tax: You need an auditor that can blend in-depth technical tax knowledge with the nuances of the accounting standards to reach well-reasoned conclusions concerning the subjective areas. Laura Newinski, Dave Winsko, and your tax team supporting our audit have decades of experience addressing key issues on the minds of regulators. They are on the Interconnected: Smart control testing drives Integrated leading edge of current developments in the accounting for income taxes. effective substantive testing testing • A smart audit of pensions: John Hubbe and Kim Zavislak will lead the pension • Why: Maximum reliance placed on your internal control audits as well as the audit work related to plan assets and pension liabilities in environment to calibrate the extent of our substantive testing. connection with the GM audit. By integrating these audits, you will get more consistency in samples and testwork, and decrease the impact the audit can • What: A single team performing an integrated audit of internal have on your organization. controls and the financial statements. • Understanding valuations: Kevin Voigt, who has worked with you for a • How: Our unified team will understand your controls completely. They are number of years, understands the methodology used behind key items such as better prepared to efficiently and effectively design and execute substantive fresh-start business combinations, and your goodwill and impairment testing. procedures. Once this is coupled with our leading D&A technologies He will work closely with the core team to leverage his knowledge so that the discussed on the next page, our audit focuses on outliers, not pulling auditing of these valuations going forward is properly executed. thousands of invoices. 11 | Our proposal for GM’s external audit

Innovation at our core Industry-leading alliances: KPMG is dedicated • Why: Making your audit team work smarter and become more accurate and responsive. to leading the discussion about the evolution of the auditor’s role in business. Our investment in innovation • What: Our commitment to innovation. Innovation and technology is clear, and our ability to deliver a • How: With us, innovation is what you can get. On “Innovation Day,” many of you experienced differentiated audit, both by our professionals and the how KPMG is disrupting technology in the digital age by making significant advancements in technology we use, is well established. areas such as data and analytics and cognitive intelligence.

D&A ledger analyses • Why: Reducing our audit footprint by automating procedures. • What: KPMG Clara analytics • How: At the core of our global audit are KPMG Clara analytics. Because of our investments in making D&A audit techniques available across a broad range of clients, our capabilities are well D&A ledger suited for your core ERP systems in analyzing SAP® and Oracle® data. However, they are also scalable and able to support other systems. Our overall roll-out strategy will be developed with analyses you so that the right approach is executed. Further, because our KPMG Clara platform is agile, we are committed to continually investing in the development of additional analyses that are adaptive to your industry and organizational transformation. This capability will be integrated during KPMG transition so we can hit the ground running. Clara Advanced capabilities • Why: Providing you broader, deeper views of your data, and richer, more informed perspectives on risks to your business. • What: Our exclusive alliance with IBM Watson Advanced • How: You generate huge quantities of data, so you need a smart solution to help you make sense of it. capabilities IBM Watson helps us turn unstructured data into manageable information. Additionally, identification and development of the most impactful use-cases for these advanced capabilities will be top of mind during transition and allow us to work together using leading technologies.

Dynamic Risk Assessment • Why: Focusing your audit team on forward-looking risks in our approach to your audit. • What: Dynamic Risk Assessment Dynamic Risk See more on • How: We will help engage properly with your leadership teams, Compliance, Risk, and Internal Audit functions to form a Assessment Page 13 combined assessment of GM’s key risks. Dynamic Risk will also provide the Audit Committee a chance to debate with us and challenge our audit approach: how it will flex, and where we should invest more or less effort as risks change. Our proposal for GM’s external audit | 12

Connectivity Leveraging your GBS footprint KPMG’s Center of Excellence approach • Why: Delivering consistent results, quick to statutory audits allows our teams to In the Dynamic Audit model, teams working response times, and importantly, no minimize disruption associated with at GBS will perform related controls and surprises meeting statutory requirements, through process testing, increasing efficiencies • What: A central point of coordination the following: and avoiding duplication. Results are then reported and shared globally with KPMG Clara. • How: Our group team will work with three • Our approach has been used by us, and regional coordinators – Darrin Schultz more importantly, implemented by our GMIO KPMG Clara will drive a data-enabled (Americas), Malcolm Dahn (GMIO), and Regional Coordinating Partner Malcolm audit approach across your GBS locations Warren Marine (GME) – leveraging KPMG Dahn, on global accounts with hundreds of using a globally consistent Dynamic Audit Clara’s global engagement management statutory audits such as GE and Pfizer. methodology. This approach will allow for the Connectivity accumulation of relevant entity comparisons functionalities to keep all your work • Document sharing, audit status and approval using metrics that matter. aligned to the central model, providing of final reports through KPMG Clara allows consistency at all times. This capability for our central team to monitor local activity will be leveraged during transition and into to help deliver consistency and drive closure. Working together at all levels the audit. • Utilization of LEAN principles on completing You have seen throughout this process how Darrin, Malcolm, and Warren will visit your statutory accounts helps drives our teams much we want to work with you, not for See more on locations frequently, acting as the in-region towards continuous improvement and the you. This approach will be the theme of our Appendix E link with the teams serving you. Our Fort elimination of inefficiencies in the process. service, at every level, especially with your Worth team is also connected into Detroit • Our collective goal will be to complete all Internal Audit practice. It is crucial we work through KPMG Clara and the on-site statutory audits within 90 days of fiscal year with Internal Audit closely during planning presence by Bill for key meetings at GMF. end. This is a win-win for GM and KPMG: so we can understand how best to work Additionally, key planning meetings will best in class finance and cost savings for together. Your audit will be more impactful include both GMF and GM audit teams. both parties. when your external and internal audit practices share knowledge.

Extraordinary people • Why: Providing you with a team that has a firm foundation in accounting, auditing, and financial reporting, coupled with strong business acumen and the capability to apply advanced technologies with ease. • What: KPMG’s Audit professionals are poised to deliver a high-quality audit today and tomorrow People • How: From day one, you can work with our best and brightest. Bill and Lynne have hand-selected team members with the skills, seniority, and experience in automotive, captive finance, and multinational audits to perform the highest quality work for you. We are also prepared for the future. KPMG is offering a Masters of Accounting with Data and Analytics degree at leading universities, including Villanova University and The Ohio State University. This is a program that combines a D&A-focused accounting curriculum with practical use of the latest analytics technology, and real-world experience working on-site on our largest engagements. Graduates of these programs will work on our Premier Audit Accounts such as GM. 13 | Our proposal for GM’s external audit

Dynamic Risk Assessment: A holistic view of Audit application some of our ideas for tackling the top risks that we business risk for our audit While the initial analysis is only related to GM, as your identified, which can require the most attention in your GM’s risks continue to evolve at an increasing rate as auditor, we would take this much further and run a audit. This will give you a sense for how DRA becomes a macroeconomic, regulatory, technological, and industry workshop in the transition period involving stakeholders bespoke action plan for preventing any setbacks in the audit. factors change along with your own strategy. The way we within GM and GMF. We can refine our assessment, look at risks is changing too. Where we used to look at leveraging the risk analysis performed by your strategic “ GM first saw the value of DRA risk based purely on magnitude and likelihood, we now risk team, and provide the Audit Committee with an in 2015. Together, GM and KPMG updated view on how our detailed audit strategy is properly have the ability to add in additional dimensions, such as have used this tool to discuss GBS, velocity and connections between risks. aligned with the fast changing nature of GM’s risks. Cadillac, and technology with your KPMG is leading the way in thought leadership on Combining DRA with our risk assessment procedures, risk. We have developed methodologies that provide a such as management interviews, will enable us to refine key stakeholders; conversations that more advanced way of looking at risk – a Dynamic Risk our focus on the procedures most effective on the true have led to actionable insights. We financial statement audit risks and better plan the nature, Assessment. This helps us have a deep understanding look forward to bringing you insights of how your risks are changing, how they may be timing, and extent of our procedures. specific to GMF that we can gain connected, and how quickly they can take hold. In the table to the right, you can see the key audit focus areas, once we combined the results of DRA with our during the workshops in transition.” How it works other risk assessment procedures. We have also outlined –Chuck Fuller, Global Lead Audit Partner, GMF At the heart of our audit is a profound understanding of your business and its risks. We started by creating a traditional view of GM’s risks, drawing from: OUR DYNAMIC VIEW OF GM’S • Your own risk assessments, from the Annual Report BUSINESS RISKS and data room information Culture risk • The deep knowledge and insights of our existing global GM team and KPMG industry specialists Organization • Testing our assessment at the management meetings agility you organized as part of the tender process Our global team, including industry specialists who Technology risk: have worked with GM before, and key members of the customer interface U.S., Brazil, and China teams, then spent time together debating the output. We collaborated as a team online to assess the level of connectivity between those risks and Workforce skillsets and the speed at which they could arise, to form an overall Changing consumer Partnerships aging demographic Dynamic Risk Assessment. preferences and of the future emergence of inexperience In looking at magnitude, likelihood, connectivity, and disruptive players velocity, our detailed assessment and algorithms suggest three risk clusters–groups of risks with the most Risk Clusters interconnectivity–requiring particular focus in our audit Technology risk: People and organizational change approach. Risk clusters are shaded on the graphic to the Motor vehicle Technology partnering right. autonomy and Technology disruption connectivity Our proposal for GM’s external audit | 14

Audit focus areas and approach We understand the importance of our leveraging the and we are comfortable it is designed to satisfy our Chinese Joint Venture Equity Income – We have work performed by the independent auditors of your joint professional requirements to you. Additionally in Detroit, we designed our approach to place maximum reliance on the audits ventures in China. We have designed an approach that will perform procedures over your equity pick-up of the JVs. already being performed by Deloitte. will significantly leverage work already being done locally “ We have designed our approach to Litigation Claims and Assessments – Focus on key so that your change to KPMG minimizes both effort and controls within your regulatory process, including process cost associated with these joint ventures. The following place maximum reliance on the audits level reconciliations, management review controls, and expert graphic walks through each material joint venture, our performed by Deloitte, so GM in China understanding of DT’s local approach, and our proposed counsel’s assessments, by a team that understands regulation, is only audited once.” supervision, and the implications. procedures. Our approach relies on cooperation and Product Warranty and Recalls – Understand and test the coordination locally with Deloitte to enable its execution, – Malcom Dahn, Regional Coordinating Partner, GMIO model(s) utilized to establish the warranty reserves, test internal controls related to model development/change, selection of Local Deloitte Procedures KPMG Approach model assumptions, etc. SGM SGM Group ––Attend planning, status and closing meetings to help drive Pension and Other Post-Employment Benefit (OPEB) Deloitte China continues to issue 3.09 or consistent risk assessment to audit approach Liability Assumptions – Our integrated pension and corporate SGM Norsom equivalent financials prior to 10-K filing and ––Vouch GM dividend payments engagement team will work with management and GM issues completion memo to U.S. ––Understand and review conclusions of material non- actuaries by participating in preliminary discussions, taking SGM DY recurring transactions into consideration internal trends and experience and outside SGM SAIC GMAC ––Receipt of completion memo from DT influences. We will also work with management as accounting DYPT ––Obtain 3.09 U.S. GAAP Opinion and disclosures evolve. Deloitte China begins to issue 3.09 or equivalent financials prior to 10-K filing and ––Confirm independence with DT China Pension Investments not Readily Marketable – We will align issues completion memo to U.S. with GM and will integrate all valuation work, including valuation rollforward activities, such that the objectives of the Corporate and DOL regulatory audits are met. SAIC General Motors Sales ––Attend planning, status and closing meetings to help drive Valuation of Leased Residuals– Understand and test the model(s) Deloitte China continues to issue statutory consistent risk assessment to audit approach utilized to establish and monitor residual values. Test internal controls financials prior to 10-K issuance and issues ––Vouch GM dividend payments related to model development. Involve our valuation specialists for completion memo to U.S. ––Leverage DT revenue testwork and receive completion memo purposes of model validation and assessing model results related to ––Obtain Chinese GAAP Stat Opinion impairment of leased vehicles. Valuation of Finance Receivables – Understand and test the SAIC GM Wuling ––Obtain prior year DT stat opinion model(s) utilized to establish the allowance for loan losses, test Deloitte China issues Stat Report post 10-K ––Attend planning, status and closing meetings to help drive internal controls related to model development/change, selection consistent risk assessment to audit approach of model assumptions, etc. Involve our valuation specialists for ––Vouch GM dividend payments purposes of model valuation and assessing model results. User Access and Data Security – We will focus on critical financial application and infrastructure access, including master data As discussed with you during our meeting on June 2nd, we have hand selected a highly skilled team in China that would maintenance, access to execute sensitive transactions, access to be able to execute the U.S. GAAP audits of SGM Group and SAIC GMAC as well. Services for completing these two U.S. override, and segregation of duties controls to ensure that access to GAAP audits led by David Ko, our head of Audit in China, and Malcolm would result in a combined fee of approximately information systems, financial applications, and key spreadsheets are $1.5 million which is not included in the fee tables on pages 19 and 20. appropriately restricted. 15 | Our proposal for GM’s external audit

Minimizing disruption, adding insights • Established and tested methodology • Proven track record IV. Transition • Anchored in our past with you

An opportunity for improvement You want to issue the 10-K “Our shareholders appointed KPMG as our on January 31, 2019. This You are going through a significant period of change. With the divestiture of GME and new auditor as the Annual Group Meetings is where we add real value. changes across GMIO, you have the opportunity to transform how you operate. The The period of time from our in May 2014 and a smooth and well managed demands on the business, particularly in finance, are significant. You deserve an auditor appointment as auditors to transition has been completed.” that is on top of this, and that can use this change as a catalyst for an improvement the first opinion for Unilever in the audit approach, one that will take a fresh look with the ability to share leading –Michael Treschow, Chairman of Unilever (2014 annual report) was 230 days; for British practices and insights. Now is the time to redefine your external audit. American Tobacco (BAT) it was 130 days. We believe that about 480 days for GM will allow for a smooth and low risk process. Getting started Besides Unilever and BAT, some other recent major transitions include American KPMG already brings a substantial understanding of your systems and operations Airlines and Barclays. So we know how to transition large international businesses like through the extensive work we have done for you over the years. Over the past three GM. You are in safe hands with us. years, we have provided more than 600,000 hours of service to GM. As a result, we have a detailed understanding of you and will leverage this to help deliver a thorough transition. KPMG’s Audit Committee Institute recently surveyed the FTSE 350 to understand the impact of auditor change, and found that 89% of clients who transitioned to KPMG Transition is so much more than changing firms. It is a chance to make your entire audit strongly agreed that the process was highly effective and efficient (see table below). better, enhance governance, and open better lines of communication, as well as have a Compare that to 56% for those transitioning to other firms, and it is clear that we are fresh set of eyes look at your processes to bring new perspective to your organization. leading the market in transition among the Big Four. It doesn’t just start when your new auditor is selected. In fact, we have been preparing the transition for several months so we can hit the ground running. We started the process in 2016 by knowledge sharing from our Tax and Advisory specialists who have of those transitioning to of those transitioning to served you over the past decade. They have been involved in creating and analyzing the KPMG strongly agreed KPMG strongly agreed that the transition process that the handover from output of our preliminary Dynamic Risk Assessment, gathering information from our was highly effective and the outgoing to incoming management meetings, past projects, and your data room. efficient vs. 56% of those auditor was well transitioning to all other managed vs. 76% of those firms transitioning to other firms Choosing with confidence SEC registrants are choosing KPMG January 2013 – December 2016 When it comes to transition, practice makes of those transitioning to perfect. Transitions need experienced teams KPMG 130 of those transitioning to KPMG strongly agreed KPMG strongly agreed that that the incoming auditor and strong project management to succeed. DT 106 they were well prepared delivered on all the In fact, our global firms have transitioned more for the impact on the promises outlined in the large companies than EY, DT, or PWC. Over EY 98 company vs. 53% of those audit proposal vs. 66% the past four years in the United States, more transitioning to other firms for those transitioning to PwC 71 SEC registrants have selected KPMG than any other firms other Big Four firm. Our new clients have also Source: Accounting Today Source: KPMG Audit Committee Institute’s survey of FTSE 350 audit committee chairs experienced higher satisfaction with a KPMG transition than to other firms. Our proposal for GM’s external audit | 16

With Bill leading our global audit practice, he will be able to choose the best approach Audit transition workshops: These sessions help make sure management has the and the most experienced people to help you maximize change while managing chance to tell us what is most important for the audit. We find that workshops are disruption. a particularly effective way of topping up our existing knowledge, while making the transition less disruptive for you—especially when time is precious. To give you a feel for some of our other transitions, both into and away from existing clients, see the table below: Dedicated transition lead: We will work with Joe Balitewicz, Director in our Advisory Transformation practice. Joe will be dedicated to the audit transition to KPMG and Transitions to KPMG serve as our single point of contact. Joe will drive the team to meet our agreed-upon timetable, and take responsibility for delivering our transition plan. This dedicated Tata Motors Unilever* Britsh American Tobacco* approach has worked very effectively on our other major audit transitions. Petrobras Renault Barclays* Educating our team: Our team is built with ING* ABB* PetroChina RapidStart is a proprietary training professionals who have a deep understanding of tool to onboard KPMG personnel American Airlines U.S. Federal Reserve Reckitt Benckiser* you from direct experience, as well as a history of onto new audits. It helps orient our auditing large complex companies, with a focus people to what’s important to our Transitions from KPMG on automotive and captive finance. Additionally, clients, such as: people will learn through the Insights Council, China Teleco HSBC* AstraZeneca* • Strategy, culture, values RapidStart Training, and our DRA Workshop. You • Work processes * EU Mandatory rotation then receive better, more focused insights, and • Policies and procedures avoid irrelevant work. We can do the leg work, • Tools and techniques Open communications saving you time and effort. You already know our team—in particular, you have gotten to know Bill over the past China JVs: As discussed on page 14, we have designed an approach to maximize two years as well as Chuck and Philip. Under their leadership, we are bolstering our reliance on DT China and help ensure minimal disruption. We plan to relocate Malcolm understanding of your business with the work we have done together in tax and Dahn to Shanghai to oversee this process. If you were to ask us to audit the primary advisory. We’ll draw on our base of existing relationships and knowledge in these areas, JVs as well, Malcolm’s on-site presence, coupled with our team already identified in specifically internal audit, global mobility, and valuations. This understanding of your Shanghai, has us ready to go. working culture will be vital during transition; it will help us tailor our work and suit you with the right people. Our cultures The foundation of our approach is communication. We talk together honestly and We value the importance of cultural alignment between our audit and client teams. frequently, enabling us to avoid major obstacles, while helping tailor the audit. You This is more than a project—we’ll be working closely for many years to come. We’ve have told us that there are opportunities for areas to be improved, such as working developed a framework to help account teams and audit teams better understand more proactively, communicating clearly, streamlining various countries’ reporting, and expectations and working styles. Our Vice Chair of HR, Darren Burton, will lead our work making the most of your GBS efficiency. Transition will also be an opportunity to build on related to team integration. He will facilitate our first strategy workshops. Early in the what we already know, improving our understanding of your business and areas where transition process, we will engage with you to agree on team roles and responsibilities, we can increase value, so we can deliver a better audit. understand team members’ aspirations, frequency, and style of communications; and highlight key aspects of GM and KPMG cultures. Minimizing disruption The key areas we see helping to minimize disruption for you are: Transition timeline KPMG Clara: We can use KPMG Clara as an online project management and We have already pulled together a transition timeline in Appendix G. It details what communication tool to offer customized, real-time updates on the status of our steps we will go through in the first 100 days following our appointment. The output of transition. You can access this anywhere, anytime. what we have learned and insights we have gained will be delivered to you in our “100 Day Report”. 17 | Our proposal for GM’s external audit

Delivering quality throughout • Consistent global methodology • On-site technical accounting conclusions V. Quality and independence • Commitment to independence

Quality assurance: executing a consistent and quality global audit experience to challenge our team on key judgments, reinforcing the quality of our decisions. Additionally, Sean Marikakis and Jenny Wallace, your two lead senior Bill O’Mara is responsible for the overall quality of your audit managers, have completed rotations in our internal inspections group, which allows for You can get a quality audit because Bill understands your culture and is focused on the first-hand identification of leading practices or new issues to share with our own your key risks. He will oversee a quality assurance process that helps every partner and engagement teams. At GMF, both Chuck and Jim have also led internal inspections for employee concentrate on the fundamental skills and behaviors needed to deliver an many financial service audits. independent, challenging, and high-quality audit. In his “ I have been responsible for the audit Resolving accounting issues role as Global Head of Audit quality of our largest and most for KPMG International, We can always work together to reach a conclusion in a timely manner and agree on respected organizations in the world, Bill has had extensive matters once. Importantly, Bill has the ultimate authority and responsibility for reaching and I will work so that our GM audit is interaction with global a conclusion on any technical matter. Through a combination of his and additional team the pinnacle of audit quality to protect regulators. He has been members’ experience, many issues can be resolved by the core team. In addition, your reputation and mine. I have involved in designing and our regional coordinating partners will work directly with our team in Detroit to have a coordinated, centralized approach for resolving international accounting issues. assembled this team with that in mind.” implementing strategy on quality improvement and in Should we need to consult with DPP, our style keeps the consultation process –Bill O’Mara, Global Lead Audit Partner managing the investment transparent and responsive to help eliminate surprises. Specifically, we can jointly talk we put into quality globally. to our dedicated DPP liaisons, Brett (for GM) and Brian Fields (for GMF), who will work with you on any accounting matters. Brett will be on-site full time in Detroit and Brian Quality control: executing a consistent and quality global audit will be in Fort Worth as needed, but at least quarterly to make working together easy. Our practice is to consult with a proposed answer in mind. We have an established audit methodology which is applied consistently across our global network and which facilitates continuous improvement. We apply a rigorous You are the vital ingredient in a good consultation. You will always be asked for your quality assurance process to enable every partner and employee to concentrate on the input, making sure your voice is represented and your questions answered. You will fundamental skills and behaviors required to deliver a quality, independent audit. always have a clear understanding of the subject being addressed, and the basis for resolution. Common, SEC reviewing Regional A global Standardized global audit partner and Audit Coordinating internal quality global training PCAOB and NYSE reports methodology and quality partner for Partners performance capabilities with GM and GMF review process Our most recent inspection report by the Public Company Oversight Board (PCAOB) KPMG Clara was on the 2015 inspections and is dated November 9, 2016. The deficiencies that have been cited by the PCAOB in Part I of its reports (the public portion of its reports) We have also appointed a technical partner for you, Brett Bernstein, who will reside continue to be, for KPMG as well as the other Big Four, dominated by comments on in Detroit and who has recently completed a rotation in the audit quality group with Internal Control Over Financial Reporting (ICOFR) and auditing accounting estimates. our Department of Professional Practice (DPP), our national office. He will use his Our 2015 inspection report results continue to show a meaningful decline in issuer Our proposal for GM’s external audit | 18

comments in Part I (in 2015, the PCAOB inspected 52 KPMG audits and identified Independence deficiencies in 20 of them; by comparison, the number of identified deficiencies in 2014 We are committed to be independent as of the date KPMG is appointed as your were 28 out of 52 audits inspected). external auditor. We believe our relationships with our existing audit, tax, or advisory Sometimes external inspections identify areas requiring financial statement clients do not present a business conflict issue, nor would they impact our ability to restatement or revision of previously issued opinions on ICOFR. Of the 154 KPMG provide audit services to you. audits inspected for 2013 to 2015, no audits required a financial restatement and one As you know, we have provided, and are currently providing, certain services that would required a revision of the ICOFR opinion. Always mindful of our responsibilities to the impair our independence under SEC independence rules. A summary of the main capital markets, we are committed to improving the quality of audits performed by our service categories that would impair our independence, and the steps we plan to take firm and to working constructively with the PCAOB to improve audit quality. to transition by September 30, provided below. The remaining suite of services KPMG is External inspections performed by the PCAOB provide an independent perspective and currently providing, along with their respective transition plans, are outlined in Appendix F. play a valuable role in helping us set a course for audit quality. We respond to PCAOB inspection reports by conducting a thorough evaluation of identified issues. Using our Service Transition steps root-cause analysis methodology, we take action to address any and all matters that are impediments to audit quality. We have addressed the PCAOB comments from eDiscovery At GM’s discretion KPMG will terminate this service prior to being engaged as your past inspections and this year saw an improvement. We will continue to invest in audit auditor. We will obtain a termination letter from you and finalize a transition plan with quality in order to further our goal of achieving the highest levels of quality possible. your project owner ensuring the project is completed prior to commencing shadowing.

Click here in the digital version of this proposal for our system of quality controls and our GMS Engagement contracts will need modification to include only those mobility services NYSE corporate governance listing standards report. considered permissible. Any individual or specifically prohibited services and tax services provided to those in Financial Reporting Oversight roles need to be terminated PCAOB matter and transitioned prior to commencing the shadowing period. As previously reported, in late February of this year, we learned from an internal source that an individual who had joined KPMG from the PCAOB subsequently received GMAS KPMG will restructure existing engagements by modifying contracts or terminating confidential information from a current employee of the PCAOB, and shared that services prior to being engaged as your auditor, to include only those services to information related to PCAOB inspections with other KPMG personnel. That information GMAS which are considered permissible. We will continue to work with the project undermined the integrity of the regulatory process. owners to ensure that services are either completed, modified, or transitioned as We immediately reported the situation to the PCAOB and the SEC, and retained needed to meet independence requirements. outside counsel to investigate. That investigation continues. The firm learned through the investigation that six KPMG individuals either had improper advance warnings of Note the above list is not a complete listing of matters required to be communicated engagements to be inspected by the PCAOB, or were aware that others had received under PCAOB Rule 3526 and highlights certain services that would impair our such advance warnings and had failed to properly report the situation in a timely independence under SEC independence rules. A draft PCAOB Rule 3526 letter is manner. As a result, those six individuals, including the head of our audit practice in the attached at L1. United States, have been separated from the firm. This issue does not impact any of the firm’s audit opinions on any account’s financial Process for independence/conflict checks statements or their internal controls over financial reporting. Quality and integrity are We have invested significantly in building and maintaining industry-leading tools to the cornerstones of all we do and that includes operating with the utmost respect and monitor and maintain independence from our audit clients. Our Sentinel application regard for the regulatory process. KPMG is committed to the highest standards of and KPMG Independence Compliance System’s (KICS) web-based application are used professionalism, integrity, and quality. globally to confirm our independence and are already being used by your proposed engagement team to determine that the services conform to your policies and do not create a conflict to our independence or objectivity. 19 | Our proposal for GM’s external audit Demonstrating our commitments to you • Zero cost to transition • Efficiency from leveraging your processes • Up-front communication and accountability VI. Proposed fees • Ongoing commitment to transparency

A fair and competitive fee reflecting real value We have carefully tailored our audit approach as shown in our fee development chart Fees will be billed equally, spread throughout the year and out-of-pocket expenses will below, which will deliver immediate savings with our first audit of 2018, while at the be billed for reimbursement as incurred. same time never compromising quality or the level of insights we deliver. Based on the 2016 audit fee of $33.6 million, and after adjusting for the sale of GME To deliver our immediate efficiency gains in 2018 to you, we will: in 2017, our fee reflects savings as well as our commitment of delivering a Dynamic Audit. Additionally, as discussed on page 14, we have designed our scoping and audit • Invest in our relationship assuming all transition costs approach in such a way that the audits of the China joint-venture equity investments will • Use a fully technology-enabled audit that makes our audit work more efficient, and be fully relied upon resulting in a minor cost to GM of $125,000 which is included below. gives you insights into the current status and effectiveness of your key processes The fee discussed on page 14 related to completing the JV U.S. GAAP audits, however, • Leverage your investments in your systems and GBS, as well as costs already paid in is not included below. China “ Our commitment to serving you is demonstrated by the Reducing the audit fee for 2018 – 2022, beginning with $21.4 million for 2018 quality of our team and a fee structure that reflects the As a sign of our commitment to GM, we are committing to a decreasing audit fee for priority we place on working with you.” the GM and GMF audits as well as the employee benefit plan audits for 2018 – 2022. –Lynne Doughtie, Account Executive and Chairman and CEO, KPMG LLP

35 1,013,000 35 7,200,000 (1,954,000) 30 30

1,013,000 (122,000) (20,000) (101,000)

25 25 25,400,000 (5,179,000) 5,246,000 (630,000) (105,000) (262,000) 770,000

20 20 20,221,000 (2,427,000) 4,249,000

(404,000) 15 (1,011,000) 15

MILLIONS 16,379,000 MILLIONS

10 10 Disposition of 12% 2% 5% 10% $33,613,000 GME (Provided) $26,480,000 Initial Discount Better GBS Usage Impact of Dynamic Smarter Pension $21,398,000 2016 2016 Post GME Discount Audit Discount Audit Discount Fee 2018

= GM = GMF = Pension Our proposal for GM’s external audit | 20

Our scope of services We keep our word • Integrated audit of the annual consolidated financial statements of General Motors Our fee is entirely transparent, without hidden charges. The agreed amount will be the Company in accordance with PCAOB standards one charged, barring large, non-recurring transactions. We do not believe in charging • Audit of General Motors Financial Company, Inc. in accordance with PCAOB you for every extra hour we work for you. We want to work with you and invest in our standards relationship to give you a highly competitive fee. As you can see in our fee bridge, you’ll see large savings immediately, and our audit will deliver you more savings in the years • Limited scope review procedures on GM and GMF’s quarterly results to come. This, along with your core team’s dedication, is our investment in a long-term, • Global statutory audit requirements for entities listed on Appendix H, including exciting professional relationship. interim highlight memos for selected reporting units • Regular participation at your key conferences and meetings, including Internal Audit Our investment in the future - without any costs to you planning meetings and joint audits Our transition plan and the processes we have used during the initial audit of companies like you will allow for a smooth change to us as your auditor. Nevertheless, the initial set • Global client service meeting on an annual basis up of the global GM audit and knowledge transfer to new members of the audit team • Routine phone calls and minor research or consultation with our DPP liaisons will not be without effort. We view the additional expenses we have incurred to date • Core team site visits to significant locations, including your GBS sites and other and those that will be incurred as an investment in our professional relationship, so we locations to be determined together with GM will not charge you time or expenses incurred during this period.

• Access to our smart audit platform to stay connected with the global team and audit Further fee details findings In Appendix H, we provide the following incremental fee details (both in local currency • Dedicated on-site core team with no roles other than serving GM and GMF and USD): • Audits of the employee pension plans listed in Appendix H • Detailed allocation to each location and statutory audit • Regular interaction with our Insights Council • Detailed allocation to each employee pension plan audit • Includes approximately 7,000 hours of support provided by Internal Audit • Out-of-scope rates, by KPMG practice (i.e., audit, tax, advisory)

25 25

770,000 (23,000) 747,000 (22,000) 20 725,000 (22,000) 20 4,249,000 (170,000) (127,000) 703,000 (21,000) 682,000 3,952,000 (118,000) 3,834,000 (115,000) 3,719,000 (112,000) 3,607,000 15 16,379,000 (655,000) 15 (491,000) 15,233,000 (457,000) 14,776,000 (443,000) 14,333,000 (430,000) 13,903,000

MILLIONS 10 10 MILLIONS 4% 3% 3% 3% 3% $21,398,000 Impact from Continuous $19,932,000 Continuous $19,335,000 Continuous $18,755,000 Continuous $18,192,000 Transformation Improvement Improvement Improvement Improvement Fee 2018 Discount Discount Fee 2019 Discount Fee 2020 Discount Fee 2021 Discount Fee 2022 21 | Our proposal for GM’s external audit Our proposal for GM’s external audit | 22 Appendices

Appendix A: Key team member references A1

Appendix B: Team skills matrix A3

Appendix C: KPMG audit scorecard A4

Appendix D: Insights from your audit firm A5

Appendix E: Coordination through KPMG Clara A9

Appendix F: Independence matrix A11

Appendix G: A tested transition plan A14

Appendix H: Fee details A15

Appendix I: RFP compliance matrix A19

Draft Letter

PCAOB 3526 Letter L1

A1 | Our proposal for GM’s external audit Appendix A: Key team member references

Our accounts, listed below, are happy to provide references for our key team members and we have included both phone and e-mail contact information.

Key team member Reference 1 Reference 2 Reference 3

Bill O’Mara John Gerspach Jeff Immelt Sandy Warner Global Lead Audit Partner CFO, Citigroup Chairman and CEO, General Electric Retired Audit Committee Chair, General Electric T: 212-559-0689 T: 617-443-2367 T: 212-270-2323 [email protected] [email protected] [email protected]

Key team member Reference 1 Reference 2 Key team member Reference 1 Reference 2

John Moran Troy Clarke Walter Borst James Simon Gianni Gatto Mark Pfaff SEC Reviewing Partner Chairman and CEO Chief Financial Officer International Audit Head of Accounting and Financial Head of Accounting and Fin. Reporting, Navistar International Corp. Navistar International Corp. Partner, GMF Reporting, Daimler North America Mercedes-Benz Financial Services T: 331-332-2539 T: 331-332-3589 T: 248-991-6532 T: 248-991-6380 [email protected] [email protected] [email protected] [email protected] Angelika Huber-Straßer Dr. Thomas Wittig Michael Beierwaltes Casey Miles Shawn Hessing Tom White Global Automotive Partner Senior Vice President Senior Vice President Lead Senior Manager, Former CFO Chief Accounting Officer and Controller BMW AG Siemens AG GMF Oak Hill Capital Partners Bass Enterprises Production Company T: +49 89 382-33600 T: +49 9131 842499 T: 817-235-1431 T: 817-338-2022 [email protected] [email protected] [email protected] [email protected] Philip Smith Brad Richardson Tom Peterson Darrin Schultz Dennis Richardville Alicia Allen Corporate Audit Partner CFO CFO Lead Americas Partner Chief Financial Officer Chief Accounting Officer Polyone Hostess Brands IAC Group TI Automotive T: 440-930-3573 T: 816-701-4737 T: 248-455-7020 T: 248-296-8260 [email protected] [email protected] [email protected] [email protected] Sean Marikakis Anthony Guzzo Sue Lattman Jenny Wallace Sarah Janowicz Alicia Allen Lead Corporate Senior Corporate VP and Controller Chief Financial Officer GBS and Lead Americas Senior Director of Financial Reporting Chief Accounting Officer Manager Celgene Corporation Bed Bath & Beyond Senior Manager IAC Group TI Automotive T: 908-219-0525 T: 908-855-4120 T: 248-455-4228 T: 248-296-8260 [email protected] [email protected] [email protected] [email protected] Chuck Fuller Frederick (Rick) H. Waddell S. Biff Bowman Rogerio Garcia Rafael Bergman Leonardo Rocha Global Lead Audit Partner, Chairman and CEO EVP, Chief Financial Officer Lead Brazil Partner CFO CFO GMF Northern Trust Corporation Northern Trust Corporation Comgás Nextel Telecomunicações T: 312-444-3939 T: 312-333-5421 T: +55 11 4504 5225 T: +55 11 94740-1180 [email protected] [email protected] [email protected] [email protected] Our proposal for GM’s external audit | A2

Key team member Reference 1 Reference 2 Key team member Reference 1 Reference 2

Malcolm Dahn Ming Tu June Kok Kathleen Dale Michael Gosk John Harrell Regional Coordinating CFO Controller International Tax Partner VP Tax Global Tax Director, Treasury Partner, GMIO and Lead GE China GE ASEAN General Electric General Electric GBS Partner T: +86 (21) 3877 7668 T: +65 6476 0031 T: 617-443-3016 T: 475-232-2098 [email protected] [email protected] [email protected] [email protected] David Ko Jean Chausse Gang Wang Jennifer Stafeil Robert Aprilliano Jim Gregory Lead China Partner CFO CFO Tax Managing Director VP Global Tax CFO Sun Art Tiangong International Visteon US Farathane T: +86 (21) 25052388 T: +86 (511) 86322019 T: 313-407-8906 T: 248-754-7000 [email protected] [email protected] [email protected] [email protected] Alex Shum Yigang Du Tracy Li Kevin Voigt Allan Brazier Joseph Perkins China Audit Partner CFO CFO Valuation Partner CAO CFO Zoomlion Joyson Delphi Corporation Key Safety Systems T: +86 (731) 88923792 T: +86 (574) 8790559 T: 248-813-3313 T: 586-726-4107 [email protected] [email protected] [email protected] [email protected] Warren Marine Andrew Prillwitz Franz Kirchmeier Roger O’Donnell Lionel L. Nowell III Richard (“Rick”) Kunes Regional Coordinating CFO, Infineon Technologies Vice President Finance Audit Innovation Partner Treasurer (Retired) Chief Financial Officer (Retired) Partner, GME Americas Corporation Infineon Technologies AG Pepsi The Estée Lauder Companies T: 408-421-5405 T: +49 89 234-21642 T: 203-485-0038 T: 631-988-8784 [email protected] [email protected] [email protected] [email protected] Heather Paquette Scott Bittinger Laura Buckley John Hubbe Thomas Leonard Vincent DeSio Global Lead IT Partner Chief Audit Executive General Auditor Pension Plan Partner Director, Government and Employee CFO American Axle and Manufacturing Tower Automotive Benefits Finance, General Electric YMCA Retirement Fund T: 313-758-4196 T: 248-675-6548 T: 203-229-3304 T: 646-458-2485 [email protected] [email protected] [email protected] [email protected] Beth McKenney Johan Swartz Paulette Ozga Kim Zavislak Randy Fortener Barbara Tolle IT Managing Director CIO Senior Manager, IT Risk Management & Asset Management AC Chair CFO Mercedes Benz Finance Americas Compliance, Fiat Chrysler Automobiles Partner Diamond Hill Investment Group Salient Funds T: 248-991-6476 T: 248-838-4928 T: 614-456-7254 T: 415-869-6380 [email protected] [email protected] [email protected] [email protected] Sarah Greenleaf Holly McKnee Kathleen Russell Brett Bernstein Duane Portwood David Richa IT Director Senior Manger, ICT Supply Chain Regulatory Compliance Audit Quality Partner Chief Financial Officer Senior Director of Technical Accounting Fiat Chrysler Automobiles General Dynamics Land Systems and DPP Liaison Akorn, Inc & SEC Reporting, The Home Depot, Inc. T: 248-576-3040 T: 586-825-7031 T: 847-279-6100 T: 770-384-4830 [email protected] [email protected] [email protected] [email protected] Laura Newinski Jim Horton Scott Naatjes Joe Balitewicz John Stumpf Ed Fenton Global Lead Tax Partner VP of Tax AVP of Tax, Sr. Tax Counsel Transition PMO Executive Controller and Principal Director Digital Information Technology Wells Fargo & Co. Cargill, Inc. Accounting Officer, CoreLogic Univar T: 612-667-0264 T: 952-742-5043 T: 714-325-3912 T: 425-889-4183 [email protected] [email protected] [email protected] [email protected] David Winsko John Surma Chuck Stinner Global Lead Tax Provision Former Chairman and CEO VP Tax Partner United States Steel Corporation Air Products T: 412-433-1146 T: 610-481-2978 [email protected] [email protected] A3 | Our proposal for GM’s external audit Appendix B: Team skills matrix

What our team brings to you Our team has been hand selected to address what is necessary to provide a high-quality audit for you. In addition to their experience, working style, and commitment, we helped ensure that the team as a whole addresses all of the criteria you told us were important to you as indicated in the bubbles below.

= Audit = Tax Auto Experience International Assignment Firm Leader = Subject Matter Professional / Leadership Manufacturing/Consumer Products Experience U.S. GAAP Experience Diverse Candidate Senior Partner Based in Primary Location IFRS Experience Regulatory Connections Large, Multinational Public Clients International Engagements PRC GAAP Experience

Key team member Skills Key team member Skills Key team member Skills

Lynne Doughtie Jenny Wallace David Winsko Account Executive and Chairman GBS and Lead Americas Senior Manager Global Lead Tax Provision Partner and CEO, KPMG LLP Rogerio Garcia Kathleen Dale Bill O’Mara Lead Brazil Partner International Tax Partner Global Lead Audit Partner Malcolm Dahn Jennifer Stafeil John Moran Regional Coordinating Partner, Tax Managing Director SEC Reviewing Partner GMIO and Lead GBS Partner Kevin Voigt Angelika Huber-Straßer David Ko Valuation Partner Global Automotive Partner Lead China Partner Roger O’Donnell Philip Smith Alex Shum Innovation Partner Corporate Audit Partner China Audit Partner John Hubbe Sean Marikakis Warren Marine Pension Plan Partner Lead Corporate Senior Manager Regional Coordinating Partner, GME Kim Zavislak Chuck Fuller Heather Paquette Asset Management Partner Global Lead Audit Partner, GMF Global Lead IT Partner Brett Bernstein James Simon Beth McKenney Audit Quality Partner and DPP Liaison International Audit Partner, GMF IT Managing Director Joe Balitewicz Casey Miles Sarah Greenleaf Transition PMO Lead Senior Manager, GMF IT Director Darrin Schultz Laura Newinski Lead Americas Partner Global Lead Tax Partner Our proposal for GM’s external audit | A4 Appendix C: KPMG audit scorecard

As mentioned on page 9, we No. Metric 2018 2019 are committed to continuous score score improvement. The representative audit scorecard on this page is what 1 Core team continuity percentage we have commonly offered clients to gauge their satisfaction with KPMG’s 2 % of key controls tested by central or GBS team performance. You can use the KPMG audit 3 % of hours spent on significant risks scorecard to: Quality 4 Survey result of usefulness of KPMG communications • Communicate the results of our audit 5 % of hours spent in January

• Deliver year-over-year quality and 6 Consultation response time productivity improvement • Assess our performance against 7 % Statutory audits completed by deadline established metrics. 8 Number of technical or industry update sessions

9 Hours spent by transition team

“ We welcome the Service 10 Global site visits by group team opportunity to revisit and work with you 11 Net promoter score so our scorecard 12 Survey result of usefulness of Insights Council deliverables embodies two-way 13 Ease to integrate tools into GMS systems communication and a commitment 14 Number of audit related data and analytics routines run

to continuous 15 Number of entities covered by central Clara approach improvement.”

Technologies 16 Number of ERP systems on which our Account Analysis tool is used – Darrin Schultz, Lead Americas Partner 17 Number of KPI style analytics provided across datasets A5 | Our proposal for GM’s external audit Appendix D: Insights from your audit firm

The GM Insights Council corresponding increase of three to four trillion miles as the To help our audit team, and GM, to navigate the “chaotic middle” between today’s number of occupants per vehicle environment and the miles-driven future, we’ve created the GM Insights Council. The GM declines in an autonomous Insights council is part of our focus on innovation that marries deep industry insights with model. a broader perspective on how the industry, and adjacent industries, are evolving. These increases in personal The GM Insights Council will be led by Sam Fogleman, your current global lead partner. miles and vehicle miles traveled It will consist of a panel of industry specialists, both from within and beyond the are driven by increases in who automotive world, that will serve as your on-demand source of thought leadership on will take the most advantage global commercial issues, the evolving customer, regulatory requirements, fin tech, of new mobility offerings—the and more. Embedded within the audit team, the Council will also assist in areas such as young and the old—to free up assessing risk and helping develop our team’s audit approach over a three-year horizon. time for parents, in the case of the young, and to lengthen their Sam Fogleman Chair, GM Insights Council independence for elders. Gary Silberg Steve Chase Brian Stephens Autonomy and mobility are not only going to radically change our personal Automotive, Mobility and Auto Process and Technology, Shared Financial Institutions and Technology Ecosystem Services, Cloud, Automation Regulatory transportation options, they are going to radically change the nature of the Parc between now and 2040. What is interesting is not the change in the Parc itself (which Brian Heckler Brad Fisher Julio Hernandez holds relatively flat) nor in the total SAARs (which also holds relatively flat). Rather Industry Trends, Data & Analytics, Data Privacy Customer Manufacturing Policy and Security it is in the composition of both the Parc and in the SAARs. Our models predict a significant change in the composition of SAARS. By 2050, nearly a third of all vehicles Singh Mecker John Gimigliano Ann Armstrong sold will be fully autonomous mobility as a service (MaaS) vehicles. The remainder Strategic Alliances Tax, Trade, and Emerging Technology and Innovation Customer Policy and FinTech Passenger Vehicle VMT Passenger Vehicle Car Parc New Passenger Vehicle Sales

4.0 350 20 0.4%

3.5 300 0.2% 1.8% 3.0 15 KPMG has been researching the emerging world of autonomous vehicles since 250 2011. Working with the Center for Automotive Research (CAR), we produced one of 2.5 200 the first generally-available whitepapers on the subject: Self-Driving Cars, The Next 2.0 10 150 Trillion Miles Trillion Revolution. From those beginnings we’ve traced, expounded on, and expanded on, the 1.5 Million Vehicles Million Vehicles 100 potential impacts of artificial intelligence, autonomy, and mobility on the automotive 1.0 5 50 industry and on consumers. 0.5 0 0 0 2015 2020 2025 2030 2035 2040 2015 2020 2025 2030 2035 2040 2015 2020 2025 2030 2035 2040 Our research indicates that autonomy will create significant changes in vehicle miles VMT grows more rapidly than PMT due to a drop in Growth in the car parc declines as AV MaaS vehicles Non-autonomous vehicles sales fall, but are replaced by average occupancy per vehicle eliminate the need for a portion of personally owned autonomous personal and MaaS vehicles travelled and miles per passenger. In fact, we predict that personal miles traveled could vehicles Source: KPMG Analysis increase by 1 trillion miles by 2050. Additionally, vehicle miles traveled could have a Note: Passenger vehicle VMT analysis excludes non-MaaS commercial POV POV AV POV AV MaaS Our proposal for GM’s external audit | A6

will be personally owned autonomous vehicles. This As we’ve worked through the implications of our the impacts to the organization from the customer, shift in personal and vehicle miles traveled and in the research, we conducted a thought leadership exercise operational, governance, risk and control, and capital composition of annual vehicle sales will have significant in which GM becomes a “conglomerate within a perspectives. Two examples shown below, which are impacts on the automotive industry and on GM. single vertical—personal mobility” which is shown meant to be illustrative rather than complete, will help to in the graphic at right. We then modeled out some of illustrate our thoughts:

TODAY TOMORROW

Mobility Services Provider 1-2 passenger taxibot Auto Manufacturer GM could become a multi-modal network operator by being at the Full-service X class capable Transportation of highway speed center of mobility services and options to its customers across as a Service autonomous multiple mobility and services providers. XL vehicle (fleet) Customer impacts: GM provides a full mobility experience to Black (limo) an exponentially broader range of customers. GM will need to

aggregate and coordinate multiple data and experience providers as Personally Cars with personality well as mobility services. owned autonomous vehicles Vehicles with a purpose Governance, Risk and Control impacts: GM will need new revenue and cost recognition models (e.g., software revenue Exurban/rural personally owned Personally vehicles (limited autonomy) and cost recognition), and new, robust processes (e.g., payment owned limited autonomy processing) for handling high volume, small transactions, and Small business/vocational and non- related financial controls to become a mobility aggregator. autonomous vehicles Other, non-automotive, transportation

Power Provider GM could provide “power by the hour” for fleet, commercial, and Ride Sharing/ride hailing retail customers with JVs or other ownership arrangements for Services Provider Mobility Services Experience Aggregator traditional and new fuels infrastructures. Provider

Operational impacts: Operating as a “power by the hour” utility Data aggregator would require significant infrastructure investment to provide these services as well as a further development of its front, middle, and Auto finance company back offices related to trading. Auto finance OnStar company Financial Insurance Provider Capital Structure: GM could enter into multiple joint ventures Services Company or other operating models, including a financial component that Bank could provide financing for alternative energy models (e.g., solar and domestic battery walls). The capital markets will need to be Aftermarket Ride sharing/ Payment processor sales ride hailing managed relative to the multiples, expectations, and future growth Power provider/fuel service operator potential for the “power by the hour” segment which would be Other services significantly different from the current automotive structure. Safety and security provider A7 | Our proposal for GM’s external audit

Detailed insights delivery plan What follows is a delivery plan that details the complementary services and tangible deliverables that the Council will provide, along with timetables of what you can expect, when.

Q1 Q2 Q3 Q4 Q4+ Chief Financial Officer Chief Financial Officer Officer Chief Executive Controller Corporate Committee Audit Counsel General VP - Tax Audit VP - Internal Management Executive

Insight Council services Tangible deliverables Deliverable timing Primary focus

Quarterly CEO/ Continue the cadence of KPMG meetings The meetings are designed to be discussion CFO meetings with where we share ideas, trends, and oriented and to look for areas where we can Insights Council developments from outside and within GM. help GM accelerate its strategic priorities.

Annual executive Share ideas, trends and developments vetted As with the CEO/CFO meetings, this is management during the semi-annual CEO/CFO meeting and designed to be interactive and to look for insights session share with the broader management team. areas where we can help GM accelerate its with Insights strategic priorities. Council

Semiannual: Provide the finance team with KPMG’s These are facilitated, deep-dive on selected finance leadership perspective on personal mobility trends topics with the finance team related to meeting with and themes and their potential impact on mobility. Insights Council governance, risks, and controls within the finance organization.

Once-per-year Summarize key themes and perspectives on Provide summarized materials designed to summarization personal mobility trends from management facilitate a conversation with the Board on for the Audit meetings. developing trends within personal mobility Committee from KPMG’s perspective. Our proposal for GM’s external audit | A8

Below are some of the additional complementary services that we can provide to GM as part of our service to you as your auditor. Below are our initial thoughts on how we would bring those services to life. The list is not meant to be all encompassing, but to highlight services we believe will be meaningful to you.

Q1 Q2 Q3 Q4 Q4+ Chief Financial Officer Officer Chief Executive Controller Corporate Committee Audit Counsel General VP - Tax Audit VP - Internal Management Executive

Other complementary services Tangible deliverables Deliverable timing Primary focus

Audit Committee Present tailored and focused updates on Executive summary of audit results and debrief emerging issues to the Audit Committee (e.g. emerging industry issues. perspective with defining issues, accounting convergence / GM conversion, SEC, tax, regulatory, etc.)

KPMG Accounting KPMG's web-based tool, ALeX, provides Complimentary subscriptions provided to research quick access to a range of authoritative relevant members of management. accounting, auditing and financial reporting guidance and literature, focused on U.S. GAAP and International Financial Reporting Standards. It is a powerful, proprietary search engine configured to return the most relevant information.

Executive Hands on attention from KPMG Executive Interactive throughout the audit leadership leadership

On-site CPE Complimentary on-site CPE eligible Presentation materials of CPE eligible eligible seminars seminars. We will coordinate with your seminars that will be tailored for your controller and accounting policy head to industry and delivered by our SMEs as well determine topics and deliver on-site CPE as our department of professional practice. seminars.

Transition 100 day Present a tailored summary of findings and Actionable insights into GM's processes that report observations identified by KPMG during the can lead to improvements and best practices transition period A9 | Our proposal for GM’s external audit Appendix E: Coordination through KPMG Clara

As discussed on pages 11 and 12, our smart audit Technical Issues Tracker Insights and Thought Leadership platform KPMG Clara is your direct link into real-time We will share versions of documents You already get enough e-mails. Through this tile, status reporting, document sharing, and issue resolution to be reviewed such as technical you can pull down as much thought leadership, with your global KPMG team. The following is an in-depth accounting memos and SEC filings such as our technical accounting handbooks and look at our customizable platform we have already built through this tile so that tracking other industry publications, as you like. We will that is ready to deploy for your audit. It: where the review sits and the next constantly keep the library refreshed with the • Provides a singular view of status and results/findings, steps can be always available to all most relevant and impactful thought leadership accessible through an on-demand engagement portal parties involved in the issue. produced by the firm. • Establishes milestones, helping to keep both KPMG and you accountable • Helps to avoid surprises through real-time notification of issues and status of their resolution

“ We have worked to design your KPMG Clara site to provide you with all the insights and status reporting you want and deserve. I look forward to working with you to continue to customize our platform to meet your needs.” –Jenny Wallace, GBS and Lead Americas Senior Manager

Internal Control Status Detailed tracking of all key controls identified in connection with our audit; status related to completion of tests of design and operating effectiveness; coordination of reliance approach; and the sharing of test procedures and documents allow you to always know status and findings. Our proposal for GM’s external audit | A10

Group Coordination Statutory Documents Require Attention Statutory Documents Status Summary

Dashboard Provides a one-stop-shop to see real-time status of the group audit. With one click you can obtain the 248 30 179 items details behind any items past due Dashboard or coming due. Overdue Upcoming Year-End Reports Require Attention Year-End Reports Status Summary 30 179 39 Overdue Upcoming Submitted

Sharing of Documents Each component of the group will have a separate Prepared By Client (PBC) listing. Each request can be assigned to an individual with a due date. Once the document is uploaded, 20 the status automatically changes to alert our team that the document has been provided. As 6 7 items each step of review is completed, you will be able to see the status, real time. If follow-up is needed, you can quickly access a draft e-mail that automatically pulls in the individual’s e-mail Overdue Upcoming address, name, and attachment information. Additionally, each user will automatically receive 6 7 2 5 Overdue Upcoming Submitted Approved alerts when their assigned items are coming due. Access can also be restricted by user so information is only shared with the appropriate individuals.

GBS Coordination Instructions between our local teams and our GBS teams establish clear paths forward so that testwork is done one time, the right way. Through this tile, our teams will share results of testing and will also receive supporting files and other requested items to support the group and statutory audits from you. Your Statutory Audit Coordination GBS teams and local finance We know that tracking the status of your global statutory audits can be cumbersome and time-consuming. We will work with you to will always know where in the build out the statutory audit dashboard during transitions enabling your team to see, in real time, the status of each of the statutory process we are and what has audits. Using the statutory audit dashboard, we will be able to disseminate information to all teams, to help drive consistency in been completed. messaging as needed, as well as collect drafts of all reporting, which helps get agreement on the documents prior to finalization and issuance. A11 | Our proposal for GM’s external audit Appendix F: Independence matrix

As discussed on page 18, we have provided, and are currently providing, certain services that would impair our independence under SEC independence rules. The details of these services and the steps we plan to take to transition (if needed) by September 30 are provided below.

Practice Service Type Country Service Description Permissibility Transition Plan

Advisory Bookkeeping South Africa The Boco Trust is a trust established for employee benefits of GM retirees in South Africa. KPMG is providing Boco Trust with bookkeeping No B services on a monthly basis, which includes booking the changes to the share portfolio of the investment trust on the general ledger. This booking is used for the benefit of the trustees and administrators of the trust.

Advisory Cash Handling Austria KPMG is providing services to two expatriates and outsourced payroll services in addition to GMS work. No A & Payroll

Advisory eDiscovery China, United States KPMG has historically provided two lines of services throughout this engagement: 1. eDiscovery; and 2. National Discovery Firm. Of these No B Services projects, the majority are related to threatened, potential or active litigation or regulatory matters. As the National Discovery Firm, KPMG acts as the general administrative, record-keeping, and project management office of GM’s overall discovery function, managing eDiscovery services provided by KPMG and other outside vendors.

Advisory GMAS China, United States We are engaged to provide internal audit loan staff for certain operational audits. Loan staff services would either need to completed or Modify D transitioned prior to being appointed as the auditor. Subsequent internal audit engagements would need to be limited to permissible services.

Advisory GMAS United States We are engaged to provide loan staff for certain IT non-financial general control audits. Loan staff services would either need to completed or Modify D transitioned prior to being appointed as the auditor. Subsequent internal audit engagements would need to be limited to permissible services.

Advisory Loan Staff Argentina, Australia We are engaged to perform accounting functions including preparing financial statements. No B

Advisory Market Singapore We are engaged to perform market research for automotive demand in the Asia-Pacific region which includes developing questionnaires and No A Research performing primary research surveys, and to develop a product launch/market entry strategy

Advisory Payroll Venezuela We are engaged to provide payroll services for employees within Venezuela. No B Outsourcing

Advisory Restructuring Italy We are engaged to assess risks and rewards with proposed transactions for the sale of a business segment or divestment of specific assets in No A Italy and supervise the transaction once noted by management.

Advisory Strategy Germany We are engaged to assist with project management and design and implementation services in repositioning the consumer and dealer No B Support insurance business in Germany. This transition is to assist with several work streams including: go-live preparation for GMF back office; sales Services force preparation and readiness; and high-level IT requirements gathering.

Advisory Valuations Germany, South Africa KPMG has been engaged to provide valuation services on property, personnel restructuring programs, and service plan liabilities within No C Germany and South Africa.

Tax FROR Tax Return Canada, Italy We are engaged to provide personal income tax services to two individuals who have been identified in a Financial Reporting and Oversight No B Role (FROR). These are provided outside of the GMS services. Our proposal for GM’s external audit | A12

Practice Service Type Country Service Description Permissibility Transition Plan

Tax Global Mobility United Kingdom We are engaged to provide domestic and expat payroll services which includes preparing payroll each period which was not covered under the No B Services (GMS) global GMS project.

Tax Indirect United States We are engaged with integration of Thomson Reuters OneSource into SAP as well as providing services to improve efficiency and effectiveness No B and Direct of SAP through recommendations and observations. Tax System Integration

Tax Legal Australia, Colombia, We are engaged with entities to provide a variety of legal services related to tax which includes liaising with tax offices and providing strategic No B Germany, India, advice related to tax audits, and advice to assist in obtaining public funding for new plants. We also represent the Company's affiliates before a Indonesia, Turkey, tax tribunal, and gather relevant documentation relating to the outcome of historic litigation for use following the sale of the UK business. United Kingdom

Tax Loan Staff Turkey, United States We are engaged to provide loan staff to assist with monthly sales and use tax compliance as well as tax return preparation as well as No B bookkeeping services

Tax Pension United Kingdom We are engaged to identify and file claims to recover EU withholding taxes, post-filing services including submitting appeals, and other No B Withholding Tax advisory services. Recovery

Tax Receiving Agent Germany We are engaged to be the receiving agent for the purposes of real estate transfer filings. In addition we are preparing tax notices for real estate No B transfers for the formation of a holding company in Germany.

Tax Tax Guarantor Taiwan We are engaged to act as a tax guarantor for six foreign institutional investors for investing in local securities traded on the Taiwan Stock No B Exchange.

Advisory Contract United States We are engaged to provide program development and contract compliance services for major advertising vendors. Program development work Modify D Compliance includes developing compliance and policy documents as well as identifying criteria to use for selection of contract compliance. Contract compliance work includes assessing financial, operational, and/or service level compliance between the vendor and the Company.

Advisory GRC United States We are engaged to provide observations and recommendations in the form of leading practices and facilitating work sessions related to the Modify F Implementation implementation of IBM OpenPages. Assistance

Advisory IBM United States We are engaged to assist in completing a software inventory of IBM’s software product and recommending processes and controls for Modify F Subcontracting collecting and reporting license information to IBM. Under the services provided, we are developing an inventory baseline, building processes for license management plan, and training resources on the process. We are holding quarterly interactions with the GM team to participate in steering committee meetings and provide assistance with new product licenses, process updates, and enhancements.

Advisory Members' United Kingdom We are engaged to serve as liquidator in connection with the members' voluntary liquidation of AfterMarket Ltd, and Retailer Guarantee Ltd. Modify E Voluntary Liquidation

Tax Compliance and Austria, Italy, We are engaged to provide tax compliance services which includes ongoing administration, filing of annual tax returns, calculation of tax Modify E Consulting Netherlands, payments, and electronic transmission of tax data and returns. Additionally, our services include filing appeals and complaints before a court, Switzerland or assistance in a pre-litigation or litigation phase.

Tax Consulting Germany, India, Spain, We are engaged to provide tax services which includes on-call services with the objective of helping ensure tax compliance of new contracts or Modify E UAE agreements being contemplated, tax compliance, as well as assessment services for implementation of VAT regimes. A13 | Our proposal for GM’s external audit

Practice Service Type Country Service Description Permissibility Transition Plan

Tax Consulting & Germany We are engaged to provide tax services which includes tax compliance services for review and preparation of tax returns, tax consulting Modify D Confidentiality services for tax audits, and current tax affairs. Additionally, we are providing assistance in determining deferred taxes. Clause

Tax Diagnostic United States We are engaged to provide a review of sales and/or use taxes reported on purchases made in various states or commonwealths for those Modify E Reports periods under the applicable statute of limitations. Services include data acquisition and analysis, sample design, taxability analysis, transaction review and reconciliation, and a diagnostic and formulary rate report.

Tax Global Mobility China, India, Ireland, We are engaged to provide global mobility services to expatriates in approximately 60 jurisdictions coordinated by the U.S. firm. These services Modify D Services Poland, Spain, United vary across jurisdictions and include services like payroll processing, cash handling, tax services for FRORs, and various jurisdictional tax return States filings.

Tax Immigration and Italy We are engaged to perform tax consulting services for an expatriate under a local contract. We are providing social security services and no Modify D Global Mobility immigration services under the engagement. The latter provides services which were previously performed and completed, like bookkeeping Services and payroll calculations.

Tax Legal & South Africa We are engaged to provide services related to two ongoing projects for divesting of portions of the Company's business. Both projects are Modify E Confidentiality providing advice on sales tax implications of the sale transactions. Clause

Tax Loan Staff United Kingdom We are engaged to provide ad hoc VAT services as well as loan staff services. The engagement is active, however, we have not recently Modify D provided services.

Tax Sales & Use United States We are engaged to provide services in relation to tax audits in the United States. The scope of services includes confirmation of accurate Modify D Tax Audit payment of sales and use tax. We identify potential exposure of overpayment, prepare and coordinate refund packages, assist with and Business representation in front of tax authority, and prepare sales and use returns, and business licenses. License Compliance

Tax Trading China We are engaged to provide tax, transfer pricing, and customs advisory services in relation to SGMW’s overseas trading platform. Specifically, Modify F Platform Project we are providing more detailed analyses from the perspectives of China tax, TP, and customs on the overseas trading platform. We are also advising on the functions and activities to be undertaken by HK JV, benchmarking study on the arm’s length related-party pricing policy, high- level financial modelling of tax impact, and highlighting potential risk areas

Transition Plan A Transition Plan B Transition Plan C Transition Plan D Transition Plan E Transition Plan F

If unable to complete services prior to the date KPMG Terminate and replace with new service provider prior Terminate and replace with new service provider Portions of the engagement are permissible, while Services provided under the engagement are Portions of the engagement are permissible, while is appointed external auditor of GM, the engagement to shadowing period. prior to shadowing period. Additionally, any and all other services are non-permissible and will need to permissible for the SEC audit clients, however, the other services are non-permissible. Through review of will need to be terminated and transitioned prior to the • Contact engagement team to initiate transition valuation tools provided will need to be returned prior either completed or transitioned to a new service current engagement letter does not contain appropriate engagement letter, engagement will be completed prior beginning of any audit shadowing period. • Monitor and follow-up with engagement teams for a to shadowing period. provider. restrictive wording which will require amending for to shadowing period. • Monitor and follow-up with engagement teams for a documented transition plan • Contact engagement team to initiate transition • Contact engagement team to initiate transition permissibility of services to a SEC audit client. • Monitor and follow-up with engagement teams and documented transition plan • Obtain a termination letter from you. • Monitor and follow-up with engagement teams for a • Monitor and follow-up with engagement teams for a • Monitor and follow-up with engagement teams for a confirm completion of work • Obtain a termination letter from you. documented transition plan documented transition plan documented transition plan • Obtain a termination letter from you. • Obtain an amended SEC compliant engagement • Obtain an amended SEC compliant engagement contract contract • Obtain a termination letter from you, where applicable Our proposal for GM’s external audit | A14 Appendix G: A tested transition plan

Before Upon 30 days from 100 days from appointment 1 appointment 2 appointment 3 appointment 4 Meet with management to fully understand goals Execution of engagement letter and review Form 8-K Hold global planning meeting with all key countries Walkthrough key financial reporting processes and expectations

Educate all our team via RapidStart KPMG ‘Practice run’ on process walkthroughs and D&A Shadow 2017 year-end Deloitte audit Draft preliminary transition plan Clara extractions, using the visual ledger Agree on ‘Ways of Working’ plan with Deloitte Test design of entity level controls Prepare key business, financial, and cultural including handover plan Confirm with group management the risks, issues, information to build out RapidStart and areas of focus identified in the Group audit plan Finalize risk assessment procedures and audit Agree on key meetings to attend with Deloitte and circulate it for comment and approval prior to scoping Mobilize our global team building into DRA KPMG Clara KPMG Onboard your key finance members into KPMG Present DRA analysis following GM input sessions Map your processes from beginning to end using Clara Clara information in the data room Issue our First Impressions 100-Day Report. This Obtain more information over process and controls report will include goal tracking, knowledge KPMG Agree on key accounting policies and judgements Clara mapping to create detailed global Dynamic Audit sharing, and timely feedback based on our plan observations. Onboard your dedicated transition lead Agree on protocol for communication plan and Build out your KPMG Clara dashboard status updates with management

Agree on the key metrics of our Audit Scorecard Meet with Internal Audit to determine audit integration plan and conduct audit transition Draft up “Ways of Working” plan to work with workshops Deloitte and any third parties Agree weekly transition timetable and Complete a Department of Professional Practice communications plan “ We realize that a quick transition and training review of the Form 10-K our professionals will be critical to our KPMG Agree on data extraction methods and complete Complete all required client acceptance Clara initial GL mappings success. This is why every member of the procedures, except for meeting with predecessor auditor and other due diligence inquiries KPMG team assigned to GM will be required

Prepare independence analysis and confirm our to participate in RapidStart.” independence under PCAOB Rule 3526 –Philip Smith, Corporate Audit Partner

KPMG = Already completed = In process Clara = KPMG Clara capability implementation A15 | Our proposal for GM’s external audit Appendix H: Fee details

General Motors

Billing Ref. Reg. Country GM Subsidiary Audit Fee in LOCAL FX Rate Audit Fee in USD Cur. as of 2018 2019 2020 2021 2022 5/31/17 2018 2019 2020 2021 2022 GME.4 GME SPAIN GM Automotive Holdings & GM Europe Holdings EUR 283,761 275,248 266,991 258,981 251,212 1.2291 349,000 338,000 328,000 318,000 309,000 GME.18 GME ITALY GM Powertrain Turin EUR 39,194 38,018 36,877 35,771 34,698 1.2291 48,000 47,000 45,000 44,000 43,000 GME.28 GME SWITZERLAND Cadillac Europe GmbH CHF 10,347 10,037 9,736 9,444 9,160 1.0277 11,000 10,000 10,000 10,000 9,000 GME.32 GME UK General Motors Ltd, and subs GBP 69,769 67,676 65,646 63,676 61,766 1.2983 91,000 88,000 85,000 83,000 80,000 GME.35 GME RUSSIA GM CIS LLC USD 94,064 91,242 88,505 85,850 83,275 1.0000 94,000 91,000 89,000 86,000 83,000 GME.36 GME RUSSIA GM Daewoo Auto and Technology CIS USD 54,871 53,225 51,628 50,079 48,577 1.0000 55,000 53,000 52,000 50,000 49,000 GME.37 GME RUSSIA General Motors Auto LLC USD 58,790 57,027 55,316 53,656 52,047 1.0000 59,000 57,000 55,000 54,000 52,000 GMIO.1 GMIO PHILIPPINES GBS Shared Service Centers (Philippines) PHP 681,036 660,605 640,787 621,563 602,916 0.0201 14,000 13,000 13,000 12,000 12,000 GMIO.3 GMIO PHILIPPINES General Motors Automobiles Philippines, Inc. PHP 520,064 504,462 489,328 474,648 460,409 0.0201 10,000 10,000 10,000 10,000 9,000 GMIO.4 GMIO AUSTRALIA GM Holden Ltd AUD 123,565 119,858 116,263 112,775 109,391 0.7489 93,000 90,000 87,000 84,000 82,000 GMIO.5 GMIO SINGAPORE GMODC Singapore SGD 287,187 278,572 270,215 262,108 254,245 0.7205 207,000 201,000 195,000 189,000 183,000 GMIO.6 GMIO AUSTRALIA General Motors Holden Australia Ltd AUD 25,393 24,631 23,892 23,175 22,480 0.7489 19,000 18,000 18,000 17,000 17,000 GMIO.7 GMIO AUSTRALIA Holden New Zealand Ltd AUD 67,075 65,063 63,111 61,218 59,381 0.7489 50,000 49,000 47,000 46,000 44,000 GMIO.8 GMIO INDONESIA PT General Motors Indonesia USD 80,816 78,391 76,039 73,758 71,545 1.0000 81,000 78,000 76,000 74,000 72,000 GMIO.9 GMIO INDONESIA PT GM Autoworld Indonesia USD 40,382 39,170 37,995 36,856 35,750 1.0000 40,000 39,000 38,000 37,000 36,000 GMIO.10 GMIO ISRAEL General Motors Israel Ltd USD 86,139 83,555 81,048 78,617 76,258 1.0000 86,000 84,000 81,000 79,000 76,000 GMIO.11 GMIO KOREA GM Korea Limited KRW 43,527,737 42,221,905 40,955,248 39,726,590 38,534,793 0.0009 39,000 38,000 36,000 35,000 34,000 GMIO.12 GMIO SINGAPORE Singapore TradeCo SGD - - - - - 0.7205 - - - - - GMIO.13 GMIO SINGAPORE GMIO Pte Ltd. SGD 485,824 471,249 457,112 443,398 430,096 0.7205 350,000 340,000 329,000 319,000 310,000 GMIO.14 GMIO TAIWAN General Motors Taiwan Ltd. TWD 800,748 776,725 753,424 730,821 708,896 0.0332 27,000 26,000 25,000 24,000 24,000 GMIO.15 GMIO UAE GM Africa and Middle East AED 329,385 319,503 309,918 300,621 291,602 0.2722 90,000 87,000 84,000 82,000 79,000 GMIO.16 GMIO CHINA SAIC SGM, SGMS, SGMW [US GAAP Reporting] CNY 861,176 835,341 810,280 785,972 762,393 0.1452 125,000 121,000 118,000 114,000 111,000 GMIO.17 GMIO CHINA SAIC GM Investment Ltd (HKJV) CNY 43,500 42,195 40,929 39,701 38,510 0.1452 6,000 6,000 6,000 6,000 6,000 GMIO.18 GMIO CHINA General Motors (Hong Kong) Company Limited CNY 43,500 42,195 40,929 39,701 38,510 0.1452 6,000 6,000 6,000 6,000 6,000 GMIO.19 GMIO SOUTH AFRICA BOCO (Proprietary) Limited ZAR 103,859 100,743 97,721 94,790 91,946 0.0758 8,000 8,000 7,000 7,000 7,000 GMIO.20 GMIO VIETNAM GM Vietnam Company Ltd USD 21,124 20,491 19,876 19,280 18,701 1.0000 21,000 20,000 20,000 19,000 19,000 GMIO.21 GMIO CHINA General Motors Warehouse and Trading Co CNY 202,254 196,187 190,301 184,592 179,054 0.1452 29,000 28,000 28,000 27,000 26,000 (GMWTC) GMIO.22 GMIO INDIA General Motors Technical Centre India Private INR 2,506,644 2,431,444 2,358,501 2,287,746 2,219,114 0.0154 39,000 38,000 36,000 35,000 34,000 Limited GMIO.23 GMIO INDIA Chevrolet Sales India Private Limited INR 2,377,435 2,306,112 2,236,929 2,169,821 2,104,726 0.0154 37,000 36,000 35,000 33,000 32,000 Our proposal for GM’s external audit | A16

General Motors

Billing Ref. Reg. Country GM Subsidiary Audit Fee in LOCAL FX Rate Audit Fee in USD Cur. as of 2018 2019 2020 2021 2022 5/31/17 2018 2019 2020 2021 2022 GMIO.24 GMIO THAILAND General Motors Powertrain (Thailand) Limited. THB 1,981,196 1,921,760 1,864,107 1,808,184 1,753,939 0.0290 58,000 56,000 54,000 52,000 51,000 GMIO.25 GMIO THAILAND Chevrolet Sales (Thailand) Co Ltd THB 1,886,443 1,829,850 1,774,954 1,721,706 1,670,055 0.0290 55,000 53,000 52,000 50,000 48,000 GMIO.26 GMIO CHINA GM (China) Investment Co. (GMCIC) CNY 364,540 353,604 342,996 332,706 322,725 0.1452 53,000 51,000 50,000 48,000 47,000 GMIO.28 GMIO THAILAND General Motors (Thailand) Limited. THB 2,239,613 2,172,424 2,107,252 2,044,034 1,982,713 0.0290 65,000 63,000 61,000 59,000 58,000 GMIO.29 GMIO AUSTRALIA General Motors Australia Ltd AUD 25,393 24,631 23,892 23,175 22,480 0.7489 19,000 18,000 18,000 17,000 17,000 GMIO.30 GMIO INDONESIA PT General Motors Indonesia Manufacturing USD 43,018 41,727 40,475 39,261 38,083 1.0000 43,000 42,000 40,000 39,000 38,000 GMIO.32 GMIO SOUTH AFRICA GM South Africa ZAR 1,973,139 1,913,945 1,856,527 1,800,831 1,746,806 0.0758 149,000 145,000 141,000 136,000 132,000 GMIO.33 GMIO INDIA General Motors India Private Limited INR 7,666,367 7,436,376 7,213,285 6,996,886 6,786,980 0.0154 118,000 115,000 111,000 108,000 105,000 GMIO.34 GMIO AUSTRALIA General Motors Holden Australia NSC Ltd AUD 302,509 293,434 284,631 276,092 267,809 0.7489 227,000 220,000 213,000 207,000 201,000 GMIO.35 GMIO KOREA GM Korea Company KRW 543,687,555 527,376,928 511,555,620 496,208,952 481,322,683 0.0009 484,000 469,000 455,000 442,000 428,000 GMIOCE.1 GMIO - GERMANY Chevrolet Deutschland GmbH (Chevy Europe EUR 11,899 11,542 11,196 10,860 10,534 1.2291 15,000 14,000 14,000 13,000 13,000 CE Entity) GMIOCE.7 GMIO - SWITZERLAND Chevrolet Europe GmbH (Chevy Europe Entity) CHF 18,175 17,630 17,101 16,588 16,090 1.0277 19,000 18,000 18,000 17,000 17,000 CE GMIOCE.9 GMIO - TURKEY Chevrolet Turkiye Ticaret Ltd Sti (Chevy Europe USD 4,350 4,220 4,093 3,970 3,851 1.0000 4,000 4,000 4,000 4,000 4,000 CE Entity) GMIOCE.15 GMIO - UNITED Chevrolet UK, Ltd (Chevy Europe Entity) GBP - - - - - 1.2983 - - - - - CE KINGDOM GMNA.1 GMNA BERMUDA General International Ltd. USD 54,879 53,232 51,635 50,086 48,584 1.0000 55,000 53,000 52,000 50,000 49,000 GMNA.2 GMNA CANADA GM of Canada Ltd. USD 188,000 182,000 177,000 171,000 166,000 1.0000 188,000 182,000 177,000 171,000 166,000 GMNA.4 GMNA MEXICO Controladora General Motors, S.A. de C.V. USD 17,890 17,353 16,833 16,328 15,838 1.0000 18,000 17,000 17,000 16,000 16,000 GMNA.5 GMNA MEXICO OnStar de Mexico, S. de R.L de C.V. USD 31,725 30,773 29,8x50 28,955 28,086 1.0000 32,000 31,000 30,000 29,000 28,000 GMNA.6 GMNA MEXICO General Motors de Mexico, S. de R.L. de C.V. USD 626,940 608,132 589,888 572,191 555,025 1.0000 627,000 608,000 590,000 572,000 555,000 N/A - 10-K GMNA UNITED STATES GM Automotive Operations - Detroit USD 10,522,000 9,556,000 9,266,000 8,994,000 8,719,000 1.0000 10,522,000 9,556,000 9,266,000 8,994,000 8,719,000 - DETROIT GMNA.8 GMNA UNITED STATES DMAX, Ltd. USD 10,000 9,700 9,409 9,127 8,853 1.0000 10,000 10,000 9,000 9,000 9,000 - OTHER GMSA.1 GMSA VENEZUELA GM Venezolana USD 82,455 79,982 77,582 75,255 72,997 1.0000 82,000 80,000 78,000 75,000 73,000 GMSA.2 GMSA VENEZUELA GMAC Venezuela USD 28,284 27,435 26,612 25,814 25,040 1.0000 28,000 27,000 27,000 26,000 25,000 GMSA.3 GMSA VENEZUELA Chevy Plan - Venezuela USD 29,801 28,907 28,040 27,199 26,383 1.0000 30,000 29,000 28,000 27,000 26,000 GMSA.4 GMSA COLOMBIA Fundacion Chevrolet COP 24,144,286 23,419,958 22,717,359 22,035,838 21,374,763 0.0003 8,000 8,000 8,000 7,000 7,000 GMSA.5 GMSA COLOMBIA General Motors International Services Company COP 37,842,657 36,707,377 35,606,156 34,537,971 33,501,832 0.0003 13,000 12,000 12,000 12,000 11,000 SAS GMSA.6 GMSA COLOMBIA GMICA COP 45,868,736 44,492,674 43,157,894 41,863,157 40,607,262 0.0003 16,000 15,000 15,000 14,000 14,000 GMSA.7 GMSA CHILE GM-ISUZU Camiones Andinos de Chile SPA CLP 12,904,330 12,517,200 12,141,684 11,777,434 11,424,111 0.0015 19,000 19,000 18,000 17,000 17,000 GMSA.9 GMSA CHILE General Motors Chile Industria Automotriz CLP 30,397,139 29,485,225 28,600,669 27,742,648 26,910,369 0.0015 45,000 44,000 42,000 41,000 40,000 Limitada GMSA.10 GMSA COLOMBIA Zona Franca Industrial Colmotorez SAS COP 76,476,239 74,181,952 71,956,493 69,797,798 67,703,864 0.0003 26,000 25,000 24,000 24,000 23,000 GMSA.11 GMSA URUGUAY General Motors Uruguay UYU 1,003,362 973,261 944,064 915,742 888,269 0.0348 35,000 34,000 33,000 32,000 31,000 A17 | Our proposal for GM’s external audit

General Motors

Billing Ref. Reg. Country GM Subsidiary Audit Fee in LOCAL FX Rate Audit Fee in USD Cur. as of 2018 2019 2020 2021 2022 5/31/17 2018 2019 2020 2021 2022 GMSA.12 GMSA PERU GM Peru USD 25,134 24,380 23,648 22,939 22,251 1.0000 25,000 24,000 24,000 23,000 22,000 GMSA.13 GMSA ARGENTINA Plan Chevrolet SA ARS 1,232,527 1,195,551 1,159,685 1,124,894 1,091,147 0.0619 76,000 74,000 72,000 70,000 68,000 GMSA.14 GMSA COLOMBIA General Motors Colmotores S.A. COP 293,855,310 285,039,651 276,488,462 268,193,808 260,147,993 0.0003 100,000 97,000 94,000 91,000 88,000 GMSA.15 GMSA ECUADOR GM del Ecuador USD 57,752 56,020 54,339 52,709 51,128 1.0000 58,000 56,000 54,000 53,000 51,000 GMSA.16 GMSA ECUADOR Omnibus BB Transportes USD 47,202 45,786 44,412 43,080 41,787 1.0000 47,000 46,000 44,000 43,000 42,000 GMSA.17 GMSA BRAZIL GM Admistradora BRL 71,780 69,626 67,537 65,511 63,546 0.3059 22,000 21,000 21,000 20,000 19,000 GMSA.18 GMSA ARGENTINA GM de Argentina S.A. ARS 3,795,065 3,681,213 3,570,777 3,463,654 3,359,744 0.0619 235,000 228,000 221,000 214,000 208,000 GMSA.19 GMSA BRAZIL GM do Brasil LTDA BRL 2,188,002 2,122,362 2,058,691 1,996,930 1,937,022 0.3059 669,000 649,000 630,000 611,000 593,000

16,379,000 15,233,000 14,776,000 14,333,000 13,903,000

General Motors Financial

Billing Ref. Reg. Country GM Subsidiary Audit Fee in LOCAL FX Rate Audit Fee in USD Cur. as of 2018 2019 2020 2021 2022 5/31/17 2018 2019 2020 2021 2022 GMF.1 GMF UNITED STATES GM Financial USD 3,512,000 3,237,000 3,142,000 3,046,000 2,952,000 1.0000 3,512,000 3,237,000 3,142,000 3,046,000 2,952,000 - FT WORTH GMF.2 GMF BRAZIL Banco GMAC S.A. (BR GAAP) BRL 515,254 499,797 484,803 470,259 456,151 0.3059 158,000 153,000 148,000 144,000 140,000 GMF.3 GMF BRAZIL Banco GMAC S.A. (Conglomerado Prudencial BRL 46,529 45,133 43,779 42,466 41,192 0.3059 14,000 14,000 13,000 13,000 13,000 GAAP) GMF.4 GMF BRAZIL Banco GMAC S.A. and GMAC Administradora BRL 80,012 77,611 75,283 73,025 70,834 0.3059 24,000 24,000 23,000 22,000 22,000 (IFRS) GMF.5 GMF BRAZIL GMAC Administradora de Consórcios Ltda. (BR BRL 310,823 301,498 292,453 283,680 275,169 0.3059 95,000 92,000 89,000 87,000 84,000 GAAP) GMF.6 GMF BRAZIL Brazil Holding Company BRL 35,890 34,813 33,769 32,756 31,773 0.3059 11,000 11,000 10,000 10,000 10,000 GMF.7 GMF MEXICO Servicios GMAC, S.A de C.V. MXN 26,713 25,912 25,134 24,380 23,649 1.0000 27,000 26,000 25,000 24,000 24,000 GMF.8 GMF MEXICO GM Financial de México, S.A. de C.V., SOFOM, ER MXN 160,533 155,717 151,045 146,514 142,118 1.0000 161,000 156,000 151,000 147,000 142,000 (Stat Audit) GMF.9 GMF MEXICO GM Financial de México, S.A. de C.V., SOFOM, ER MXN 63,161 61,266 59,428 57,645 55,916 1.0000 63,000 61,000 59,000 58,000 56,000 (Reg. Filing) GMF.10 GMF CHILE GMAC Comercial Automotriz Chile S.A. CLP 58,044,888 56,303,541 54,614,435 52,976,002 51,386,722 0.0015 86,000 83,000 81,000 78,000 76,000 GMF.11 GMF CHILE GMAC Automotriz Ltda. CLP 17,214,440 16,698,007 16,197,067 15,711,155 15,239,820 0.0015 25,000 25,000 24,000 23,000 23,000 GMF.12 GMF COLOMBIA GMAC Financeria de Colombia COP 88,417,731 85,765,199 83,192,243 80,696,476 78,275,581 0.0003 30,000 29,000 28,000 27,000 27,000 GMF.13 GMF COLOMBIA GMAC Servicios SAS COP 28,563,315 27,706,416 26,875,223 26,068,966 25,286,897 0.0003 10,000 9,000 9,000 9,000 9,000 GMF.14 GMF PERU General Motors Financial Company, Inc USD 25,134 24,380 23,648 22,939 22,251 1.0000 25,000 24,000 24,000 23,000 22,000 GMF.34 GMF UK GMF Europe LLP GBP 6,402 6,210 6,024 5,843 5,668 1.2983 8,000 8,000 8,000 8,000 7,000 4,249,000 3,952,000 3,834,000 3,719,000 3,607,000 Our proposal for GM’s external audit | A18

Pension Billing Ref. Plan Audit Fee in LOCAL FX Rate Audit Fee in USD Cur. as of 2018 2019 2020 2021 2022 5/31/17 2018 2019 2020 2021 2022 Pension.1 General Motors Hourly Rate Employees Pension Plan USD 260,875 253,349 246,048 238,967 231,098 1.0000 261,000 253,000 247,000 239,000 231,000 Pension.2 General Motors Salaried Retirement Plan USD 130,875 126,949 123,140 119,446 115,863 1.0000 131,000 127,000 123,000 119,000 116,000 Pension.3 CAMI Automotive Pension Plan - Hourly CAD 25,897 25,120 24,366 23,635 22,926 0.74128 19,000 19,000 18,000 18,000 17,000 Pension.4 CAMI Automotive Pension Plan - Salary CAD 6,474 6,280 6,091 5,909 5,731 0.74128 5,000 5,000 5,000 4,000 4,000 Pension.5 GMCC Canadian Hourly Rate Employees Pension Plan CAD 86,392 83,800 81,286 78,848 76,482 0.74128 63,000 62,000 60,000 58,000 57,000 Pension.6 GMCC Canadian Retirement Program for Salaried Employees CAD 31,967 31,008 30,078 29,175 28,300 0.74128 24,000 23,000 22,000 22,000 21,000 Pension.7 General Motors Personal Savings Plan - Hourly USD 73,500 71,295 69,156 67,081 65,069 1.0000 74,000 71,000 69,000 67,000 65,000 Pension.8 General Motors Personal Savings Plan - Salary USD 136,500 132,405 128,433 124,580 120,842 1.0000 137,000 132,000 128,000 125,000 121,000 Pension.9 GM Financial 401-k USD 56,250 54,563 52,926 51,338 49,798 1.0000 56,000 55,000 53,000 51,000 50,000 770,000 747,000 725,000 703,000 682,000

Rate Cards

Audit Ta x Advisory

Level 2018 - 2020 2021 - 2022 Level 2018 - 2020 2021 - 2022 Level 2018 - 2020 2021 - 2022

Partner / Managing Director $360 $378 Partner / Managing Director $430 $452 Partner / Managing Director $380 $399

Senior Manager 310 326 Senior Manager 350 368 Senior Manager 350 368

Manager 270 284 Manager 290 305 Manager 290 305

Senior Associate 230 242 Senior Associate 230 240 Senior Associate 240 252

Associate 150 158 Associate 160 168 Associate 150 158

These tables represent rates per hour for U.S. locations and would be adjusted as needed by Tax services include services performed by our tax team including tax accounting consultations country. Subject matter professionals from our National Office, Washington National Tax and Deal and transactional consulting. Advisory would bill at 150% of these rates. Audit-related services include comfort letters, securitizations, accounting consultations and regulatory audits. A19 | Our proposal for GM’s external audit Appendix I: RFP Compliance matrix

RFP question Page Number(s) Executive summary 1-2 1. Include a two-page summary stating why your firm is best suited to provide audit and audit-related services to General Motors. 1-2

Firm profile and qualifications 1. Describe your firm’s local office’s qualifications, including number of people and representative clients, along with any distinguishing characteristics. Also discuss the same 3-4, 12 criteria regarding any other key audit teams in regional locations.

2. Describe your firm’s global structure and philosophy with respect to serving large, multinational clients. Indicate your ability to provide independent teams to serve General 5 Motors at our various locations.

3. Identify and describe any conflicts in serving General Motors within your client base and how you would address such conflicts. Identify any independence matters or conflicts of 18 interest that would affect your relationship with General Motors. 4. Describe your firm’s service relationship with General Motors during the past three years, including fees. 5 5. Describe any distinguishing features of your firm, its organization, and its culture that would be of value to General Motors. 3-5 6. Describe your firm’s depth of practice in servicing clients of the scale and scope of General Motors. 4 7. Describe your firm’s depth of practice in servicing clients in the same industry as General Motors. 4 8. Provide a draft copy of your structured form engagement letter including terms and conditions Delivered via Intralink Engagement team qualifications 1. Describe the relevant experience and physical location of the key partners and senior managers who will serve General Motors as members of the core service team as well as 6-8, A3 other criteria discussed in Appendix E. 2. Describe the roles and responsibilities of key team members, including any special qualities they bring to the engagement. 6-8 3. Include at least two references for each key team member. A1-A2 4. Identify firm specialists who will participate in the engagement, describing their roles and responsibilities. 7-8, 10

5. Describe how your firm’s senior executives will be involved in the engagement. 6 6. Discuss your succession plan for partner rotation, specifically addressing your bench strength. 6 Service process overview 1. Provide an overview of the specific risks and the areas of focus at General Motors under your audit approach. Outline the top risks you have identified. List any areas that you 14 believe will require special attention during the audit, and how your firm will address them. 2. Discuss the level of substantive testing versus control reliance in your audit approach. 10

3. Describe the key features of your firm’s audit approach and how it will provide value to General Motors. 9-14 Our proposal for GM’s external audit | A20

RFP question Page Number(s) 4. Include a discussion of how your firm’s audit technology tools will tie into General Motors’ systems. 11 5. Describe your firm’s consultation process to address and resolve technical accounting and reporting issues. 17 6. Describe how your firm will work with our internal audit function to maximize audit coverage and avoid duplication of effort. 12 7. Describe your ability to draw on specialists as part of the audit. 7-8, 10 8. Describe the process your firm will employ to address matters related to client satisfaction, performance measurement and continuous improvement. 9, A4 9. Describe your ability to perform with short lead times in providing consents and/or comfort letters associated with offerings. 9 10. Describe how you will interact with our Audit Committee, including your approach to communicating the results of audits as well as the process surrounding feedback. 9 Transition Plan for Audit 1. Describe the experience of the firm and the service team in transitioning clients the size and scope of General Motors. 15-16 2. Provide a listing of global client wins and losses for clients of similar size and complexity as General Motors. 16 3. Describe your plan for handling the transition of General Motors’ external audit function to ensure minimal disruption. 15-16, A14 Quality assurance 1. Describe the internal processes used by your firm for quality assurance 17 2. Describe your firm’s approach to resolving accounting issues. 17 3. Discuss findings and results as presented in your firm’s latest PCAOB report, and NYSE corporate governance listing standards report. 17-18 Independence 1. Describe your firm’s internal practices to ensure compliance with independence requirements and freedom from conflicts of interests. 18 2. Provide confirmation that your firm has taken all necessary steps to ensure its independence. 18, A11-A13 Fees 1. Present a fixed audit fee for General Motors Company and General Motors Financial Company, Inc. for each of the five years for each of the audit services, including statutory 20, audits by country. Please present your fee quote based on billing currency of the entity listed in Appendix D (use this appendix as a template to present your fee quote) and then A15-A18 translate all fee quotes to USD as of May 31, 2017 spot rate. 2. Present a fixed audit fee for Employee Pension Plan Audits in a similar manner as discussed above related to items in Appendix D 20 3. Present a rate card for audit-related, tax and other services during each of the five years, with specific reference to tax services, comfort letters, securitizations, accounting A18 consultations, regulatory audits and other common services.

4. Describe your firm’s approach to out-of-pocket expenses. 19 5. Explain how routine phone calls and minor research or consultations are handled. Specifically identify which services are excluded from the fixed fee arrangement and are 20 separately billed. 6. Describe the level of coordination with General Motors’ internal audit department anticipated in your fee estimate 20 7. Provide a general overview of the schedule and timing of billings. 20 8. Specifically present your proposal for placing reliance, if any, on the audits of the China joint-venture equity investments, and the impact on the audit fee for any incremental audit 14, 20 work required to support their inclusion in GM’s audited financials. L1 | Our proposal for GM’s external audit Draft letter PCAOB 3526 Letter

September XX, 2017

Audit Committee of the Board of Directors General Motors Company 300 Renaissance Center Detroit, MI 48265-3000 Re: Financial statement audit as of and for the year ending December 31, 2018

Ladies and Gentlemen: Our professional standards require that, prior to accepting an initial audit engagement miscellaneous tax services (e.g., assistance with: value added tax, structuring, and tax for an SEC audit client, we provide you with a written description of all relationships audits and appeals with taxing authorities). Countries where such engagements exist between our firm and General Motors Company and subsidiaries (the Company) and include Austria, Canada, China, Egypt, Germany, India, Indonesia, Poland, Taiwan and persons in financial reporting oversight roles at the Company that may reasonably the United Kingdom. In addition, KPMG member firms in Canada, Indonesia, Italy, and be thought to bear on independence. This letter is intended to comply with these the United Kingdom are providing Company subsidiaries with transfer pricing services reporting requirements and to facilitate a subsequent discussion with you on auditor and the KPMG member firm in Brazil is assisting with research and development tax independence. incentive matters. As of the date of this letter, we are aware of the following relationships: In addition to the above tax services, we also provide the following advisory services: • The Company is a member of I-4, a subscription-based thought leadership forum for Current engagements which we have concluded are permissible senior information security professionals, managed by the KPMG United Kingdom under SEC and PCAOB independence rules: member firm. The Company pays approximately $30,000 annually to participate in this forum. Audit and Audit-Related Services • The KPMG member firm in Bermuda is engaged by a subsidiary of the Company to We are providing statutory audit and attestation services to subsidiaries of the provide a loss reserve specialist opinion (LRSO) in connection with certain unpaid loss Company located in Egypt, Germany, Mexico, Spain and the United Arab Emirates. liabilities. The LRSO is required by the local regulator and management is responsible for determining the unpaid loss liabilities. Non-Audit Services We provide general tax consulting services to the Company under a United States- based master services agreement (MSA). Specific engagements under this MSA Current engagements which, subsequent to modification of the scope currently include tax advisory services in relation to state and local tax issues, of services and/or terms of engagement contract, we have concluded assistance with sales and use tax audits in Kansas and Texas, and sales and use tax are permissible under SEC and PCAOB independence rules: diagnostic engagements at three of the Company’s facilities in Kentucky and Missouri. Non-Audit Services Internationally, KPMG member firms have been engaged by subsidiaries and For the past several years, the Company has engaged us to assist in the provision of affiliates of the Company to provide tax compliance, general tax advisory, and other global mobility services (GMS) for the Company’s international service personnel (ISP). Our proposal for GM’s external audit | L2

GMS include the provision of tax compliance and advisory services for over 1,500 of the entities. Prior to our appointment as your auditor, the scope of these services and the Company’s ISPs in dozens of international jurisdictions, and our annual fees exceed $5 related engagement letters were modified to remove certain services, including cash million. Prior to our appointment as auditor, our global GMS service package included handling, that are not permissible under SEC and PCAOB independence rules. prohibited services (i.e., cash handling, payroll services, etc.) and the provision of services to certain Company personnel in financial reporting oversight roles. To ensure Completed or terminated engagements with the Company as of the compliance with SEC and PCAOB independence rules, the global GMS agreement, date of this letter, which included certain impermissible services which is United States-based, as well as certain specific local engagements have been under SEC and PCAOB independence rules: modified to remove prohibited functions from the scope of the engagements, including the discontinuation of GMS services to personnel in a financial reporting oversight role. Non-Audit Services As described above, the majority of our United States tax consulting engagements Prior to our appointment as your auditor, we were a primary provider of eDiscovery are provided to you under a general tax advisory master services agreement. One of services to you for various United States-based litigation, regulatory, and other matters. these engagements included both a transaction tax (i.e., sales and use tax) compliance eDiscovery engagements are performed under attorney-client privilege and include component and a business license compliance component. Although transaction tax both the collection of digital and electronic evidence as well as the management of compliance assistance is deemed to be a permissible service, the business license such evidence through the discovery process. We also served as your Company’s compliance component included a tool that enables the ability to track the status of “National Discovery Firm,” a role which required us to manage and coordinate your licenses in each jurisdiction. Such a tracking tool is deemed to be a prohibited service; discovery efforts among your legal department, your external counsel, and your other therefore the business license compliance service has been terminated and the third party eDiscovery providers. Our fees for these eDiscovery and “National Discovery engagement letter modified accordingly. Firm” services ranged between $8 million and $10 million annually. Both of these roles present threats to our independence under SEC independence rules and therefore are In multiple international jurisdictions including Austria, Germany, India, Italy, the not permissible under our policies and thus we have terminated these engagements Netherlands, South Africa, Spain, Switzerland, the United Arab Emirates, and the and removed ourselves from all individual eDiscovery matters. United Kingdom, KPMG member firms have been engaged by subsidiaries of the Company to provide tax compliance and/or general tax advisory services. Prior to Over the past several years, we have been a provider of various internal audit support our appointment as your auditor, the scope of these engagements was modified to services to General Motors Audit Services. Our level of support has included advisory, remove certain services or contractual provisions that are not permissible under SEC co-source and loan staff services to multiple functions of the Company including and PCAOB independence rules (e.g., company administration, confidentiality clauses finance, information technology, and other operational functions. The KPMG China in engagement contracts, immigration services, legal services, loan staff, mail receipt, member firm also provided certain internal audit assistance to your Chinese joint payroll services, tax provision assistance, etc.). venture with SAIC. Our annual fees for these services have ranged between $0.2 million and $0.3 million. Because the SEC and PCAOB independence rules prohibit In addition to the above tax services, we also modified the following advisory services: most levels of internal audit support for audit clients, all of these engagements • We are providing third-party contract compliance services with respect to certain have either been completed and were not renewed or were terminated prior to our of the Company’s advertising vendors, our fees for which do not exceed $1 million appointment as auditor for fiscal year 2018. All of our 2017 work products have been annually. We have concluded that our services do not represent the Company’s delivered and will be subject to audit procedures by your current auditor. primary control for monitoring the vendors’ compliance with their contracts nor Prior to our professional engagement period, we assisted the Company with the are our services associated with controls that are documented and tested by the integration of a new indirect tax module and process into the Company’s information Company under Sarbanes Oxley Rule 404. Although these services are deemed systems in the United States. In parallel, we also assisted with the rationalization of the to be permissible under SEC and PCAOB independence rules, the scope of the Company’s existing direct tax process. These engagements have been terminated, and underlying engagement letter was modified to remove certain prohibited functions our work products have been delivered and will be subject to audit procedures by your that were not being provided at the time of our appointment (e.g., development of a current auditor. contract compliance program). We provided advice and assistance with regards to the Company’s implementation of • The KPMG United Kingdom member firm provides members’ voluntary liquidation a third-party governance, risk and compliance (GRC) solution. Although a majority of services to a European subsidiary of the Company in connection with two dormant the implementation is being executed by the Company, we supported management by L3 | Our proposal for GM’s external audit

reviewing documents, sharing industry best practices, and providing observations and normal course of each engagement’s term. None of these non-audit services had a recommendations. Our fees for this assistance approximated $270,000. These services material impact on the Company’s financial statements, nor were they significant to the were deemed to be permissible under SEC and PCAOB independence rules; however Company’s current accounting or internal control system. the scope of the underlying engagement letter contained certain prohibited services that were not being provided and thus the engagement was terminated. Financial, Employment and Business Relationships Over the past several years, we have provided the Company with various valuation services in the United States. Our deliverables were used for various purposes, Financial Relationships including financial reporting, tax and other internal uses. Except for certain tax valuation Our firm and certain covered persons in the firm may have investments in the Company engagements, such services are not permissible under SEC and PCAOB independence or financial relationships with the Company and its subsidiaries. The firm and covered rules. All valuation engagements have been completed, and our work products have persons in the firm will be required to dispose of these relationships prior to the been delivered and will be subject to audit procedures by your current auditor. commencement of our professional engagement period. Via a subcontractor agreement with a third party, we assisted the Company in Certain members of the firm and their immediate family members have automobile conducting an inventory of certain software products utilized by the Company. Our loans with financial subsidiaries of the Company. Generally, a member of the firm and engagement included an inventory baseline, creation of a “playbook” for management’s their immediate family members are prohibited from having any loan with a restricted use, training of Company personnel, and quarterly meetings to discuss updates and entity. However, automobile loans and leases collateralized by the vehicle are deemed enhancements. This engagement has been completed and our work products delivered permitted if such loans were obtained from a financial institution under normal lending to the Company. terms, conditions and requirements and kept current at all times. KPMG member firms provided legal services to subsidiaries of the Company in certain The KPMG Germany member firm currently has automobile lease and service contracts foreign jurisdictions, including Australia, Colombia, Germany, India, Indonesia, and with a German financial subsidiary of the Company. These contracts were entered into Turkey. These services included legal advice and representation of the Company before at an arm’s length and in the ordinary course of business, and thus we do not believe judicial bodies. Because the SEC and PCAOB independence rules prohibit the provision that these relationships bear on our independence with respect to the Company. No of legal services to audit clients, all of these engagements were terminated prior to our leasing or service activity has occurred over the past year. appointment as auditors. Employment Relationships During 2017, we provided the Company and its subsidiaries with certain other tax We are not aware of any employment relationships at our firm or the Company that may and advisory services which were not permissible for an SEC audit client and its reasonably be thought to bear on independence. affiliates. Among these services were tax engagements that included accounting and payroll services, loan staff, guaranteeing of Taiwan tax liabilities and recovery of We are not aware of any other relationships between our firm and the Company and tax withholdings for European employee benefit plans. We also provided personal persons in financial reporting oversight roles at the Company that may reasonably be tax compliance services to two individuals in financial reporting oversight roles: one thought to bear on independence. in Canada and the other in Italy. With regards to advisory services, our engagements included accounting and bookkeeping, accounting loan staff, payroll and valuations engagements which were provided across multiple countries. In addition, we participated in a strategy support project related to the repositioning of a German This letter is intended solely for the use of the Audit Committee of the Board of subsidiary’s insurance business. Prior to the beginning of our professional engagement Directors, and should not be used for any other purposes. period, all services were either completed or terminated. None of these non-audit services had a material impact on the Company’s financial statements, nor were they Very truly yours, significant to the Company’s current accounting or internal control system. KPMG LLP Lastly, our member firms also provided certain other insignificant tax and advisory services during 2017 that, prior to this date, had been previously completed in the Our proposal for GM’s external audit | L4 Contact us

Lynne Doughtie Bill Thomas Bill O’Mara Chairman, KPMG LLP (U.S.), Chairman, Global Lead and GM Account Executive KPMG International Audit Partner T: 212-909-5323 T: 416-777-8144 T: 908-902-7746 [email protected] [email protected] [email protected]

Charles Krieck Honson To Chuck Fuller Chairman, Chairman, Global Lead KPMG in Brazil KPMG in China Audit Partner, GMF T: +55 1139403102 T: +86 1085087055 T: 248-202-7606 [email protected] [email protected] [email protected]

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