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.