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GENERAL MOTORS COMPANY

2016 CHAIRMAN’S LETTER

We are here to win.
To Our Shareholders,
2016 was a very strong year for General Motors, one that included the launch of dozens of award-winning products around the world, record sales andearnings, substantial return of capital to shareholders and remarkable progress in our drive to define and lead the future of personal mobility. As always, we continued to put the customer at the center of everything we do as we recast the companyto win in a rapidly changing world.
As the graphics on this page show, our company’sfinancial performance in 2016 set new records on a number of key metrics and extended our track record of consistently improving results.
A telling indicator of this improvement is our earnings-per-share performance. Since2013, EPS-diluted-adjusted has grown 92 percent from $3.18 to a record $6.12 in 2016. We fully expect to grow EPS further in 2017.
Other records for 2016 include net revenue, EBIT-adjusted, EBIT-adjusted margin and adjusted automotive free cash flow. As we have for several years, we achieved ourfinancial commitments in 2016 and remain on track to achieve our longer-term goals.
2016 FINANCIAL RESULTS
92.5%
EPS-diluted-adjusted
growth vs. 2013*
46.1%
EBIT-adjusted
growth vs. 2013*
36.5%
Basis-point growth
in EBIT-adjusted
margins vs. 2013
*Non-GAAP financial measure. See Page 16 for more information.
**Represents core operating performance, excludes recalls.

1

$18 billion returned
to shareholders since 2012
Creating Value for Shareholders
We continue to execute a very transparent and disciplined capital allocation framework that deploys capital where it is expected to deliver higher returns for our ownersover the long term. After appropriately reinvesting in the business and maintaining our investment-grade balance sheet, we have committed to return all available free cash flow to shareholders.
In 2016, we returned $4.8 billion to shareholders through dividends and share repurchases.From 2012 through 2016, we returned $18 billion to shareholders, which represents more than 90 percent of free cash flow.
In January of this year, the GM board approved an additional $5 billion in common stock repurchases under our share-repurchase program, bringing the totalauthorization under the program to $14 billion. In 2015 and 2016, the company repurchased a total of $6 billion in common stock.
Our total shareholder return in 2016 was 7.5 percent, highest among major global automakers.
GM is also an industry leader in return on invested capital. At the end of 2016, our ROIC-adjustedwas 28.9 percent. Importantly, we have shown the willingness and discipline to take actions when we believe we can prioritize our resources to achieve higher returns.
We demonstrated this discipline most significantly in March 2017, when we announced the sale of our Opel/Vauxhall and GM Financial European operations to the PSA Group,a transaction that will unlock significant value for our shareholders and allow us to focus more intently on higher-return opportunities. We expect the transaction to
2 2016 CHAIRMAN’S LETTER
close in 2017 and immediately improve GM’s EBIT-adjusted, EBIT-adjusted margin and adjusted automotive free cash flowand de-risk our balance sheet. It will also allow GM to participate in the future success of PSA through warrants to purchase PSA shares. GM and PSA will collaborate on future technology development anddeployment, and existing supply agreements for our Holden and Buick brands.
Winning Vehicles
GM’s financial results are driven by great cars, trucks and crossovers. Every vehicle we produce starts with a foundational commitment to safety, quality andperformance, and an unrelenting drive to lead in each segment in which we compete. Nothing makes this point better than the 2017 Chevrolet Bolt EV.
Bolt EV is theworld’s first electric vehicle to combine long range with affordable pricing. Bolt EV gets an EPA-estimated 238 miles per charge at a price below $30,000 after government incentives.
Deliveries began in the U.S. late last year, as did a number of third-party awards. Among its many honors, Bolt EV has been named the 2017 North American Car of theYear, the 2017 Motor Trend Car of the Year, Green Car Journal’s 2017 Green Car of the Year and one of Car and Driver’s 10 Best Cars for 2017.
Bolt EV is a tremendous opportunity for us – an outstanding zero-emissions car that is fun to drive, breaks new ground andputs our commitment to new technology in customers’ hands. And it’s just one of many great new models we launched around the world last year, including the Cadillac XT5 luxury crossover, Chevrolet Cruze sedan and hatchback, GMC Acadiacrossover, Buick LaCrosse premium sedan, Opel Mokka X crossover and Baojun 310 and Chevrolet Onix hatchbacks, to name a few.
Our global product offensive continuesin 2017 with the right products in the right markets at the right time, including a number of launches aimed at the heart of the red-hot North American crossover segment. Among our major launches for 2017 arefour all-new crossovers – Chevrolet Traverse and Equinox, GMC Terrain and Buick Enclave – as well as exciting new sedans such as the Cadillac CT6 Plug-InHybrid and the Opel Insignia sedan.
Between 2017 and 2020, we expect approximately 38 percent of our volume to come from recently launched vehicles, which isup from 26 percent the past six years. Importantly, we expect more than 50 percent of these launches to be our more-profitable trucks, crossovers and SUVs.
Strong Brands
Our focus on great cars, trucks and crossovers also allowed usto strengthen our brands in 2016.
In the U.S., GM brands had more segment winners than any other automaker in the J.D. Power Vehicle Dependability, Initial Qualityand Automotive Performance Execution and Layout (APEAL) studies; Consumer Reports recommended 12 GM models in its Annual Reliability Survey; and IHS Markit recognized GM as the automaker with the
GM BRANDS EARNED MORE
SEGMENT AWARDSTHAN ANY
OTHER AUTOMAKER IN KEY
J.D. POWER STUDIES
U.S. VEHICLE
DEPENDABILITY
8
Award-recognized
models(a)
U.S. VEHICLE
INITIAL QUALITY
7
Award-recognized
models(b)
U.S. AUTOMOTIVE
PERFORMANCE,
EXECUTION AND
LAYOUT
6
Award-recognized
models(c)
(a)Buick Encore, Buick LaCrosse, Buick Verano, Chevrolet Camaro, Chevrolet Equinox, Chevrolet Malibu, Chevrolet Silverado HD and GMC Yukon
(b)Buick Cascada, Chevrolet Equinox, Chevrolet Silverado HD, Chevrolet Silverado LD, Chevrolet Spark, Chevrolet Tahoe and GMC Terrain
(c)

Chevrolet Sonic, Chevrolet Camaro, Chevrolet Colorado, Chevrolet Tahoe, Buick Cascada and GMC Sierra HD

3

Industry sales leader in North America,
including the U.S., and
South America
highest overall U.S. customer loyalty for the second consecutive year. In China, four GM brands – Baojun, Buick, Chevrolet and Wuling –accounted for nine segment winners in the China Automobile Customer Satisfaction Index and seven segment winners in the J.D. Power Vehicle Dependability, Initial Quality and APEAL studies. And in Europe, Opel ADAM placed first among small cars inthe J.D. Power Vehicle Dependability Study.
Among individual brands, Cadillac had its bestglobal sales performance since 1986 and is now enjoying its highest average transaction prices ever. In China, Cadillac was named Luxury Car Brand of the Year by Auto.Sina.com.
In 2016, Chevrolet had its best U.S. retail sales performance in 10 years. In fact, Chevrolet hasgrown its U.S. retail market share faster than any other full-line brand for the last two consecutive years.
Buick marked its fourth straight year of record global sales – more than 1.4 million vehicles, the most in its 113-yearhistory. Buick was also one of only two brands in the industry last year to earn a National Highway Traffic Safety Administration five-star Overall Vehicle Safety Score for every model in its lineup.
GMC last year had its best U.S. retail sales performance in 12 years and now has the highestaverage transaction prices of all non-luxury brands.
Regional Highlights
In 2016, GM remained the industry sales leader in North America, including the U.S., and South America. Around the world, we recorded our fourth consecutive year ofrecord global sales.
4 2016 CHAIRMAN’S LETTER
In North America, we achieved record earnings last year and exceeded our 10-percent-margin goal for the secondconsecutive year. GM overall enjoyed its highest U.S. retail sales volume since 2007 and grew its year-over-year retail market share faster than any other full-line automaker.
In the U.S., we support a strong and competitive economy and automotive industry. The U.S. is our home market, and we are committed to a manufacturing base that iscompetitive globally and grows jobs, while safeguarding the environment and promoting vehicle safety. We believe that long-term investment in sustainable manufacturing is good for our investors, dealers, suppliers, employees and customers.
In January of this year, we announced plans to invest $1 billion in our U.S. manufacturingoperations, which along with other actions, will create or retain up to 7,000 U.S. jobs in the next few years. In March, we announced plans to add an additional 900 jobs in Michigan over the next 12 months. These latest moves support our ongoingstrategy to streamline and simplify our operations, gain efficiencies and grow our business. They are part of our continued strong commitment to our U.S. operations, where we have invested more than $21 billion since 2009.
In China, GM and its joint-venture partners launched 13 new or refreshed models in 2016 and sold arecord 3.87 million vehicles. In 2017, we plan to launch 18 more models, with a particular emphasis on higher-margin SUVs, crossovers and luxury vehicles. Between 2016 and 2020, GM will introduce more than 10 New Energy Vehicles (NEVs) to theChina market.
In South America in 2016, Chevrolet continued as the market-share leader inBrazil and throughout the region. In Brazil, we continued to position the company for strong growth when macroeconomic conditions improve.
In Europe, Opel/Vauxhall, notwithstanding the negative impact of Brexit, increased sales by 4 percent in 2016 and reduced losses by about $600 million.
Adjacent Business Growth
In addition to our core business, we see excellent growth and profit opportunities in a number ofadjacent areas.
GM Financial continues to grow as our full-captive finance company, providingcoverage for more than 85 percent of our global sales footprint at the close of 2016. The business is growing both in terms of profitability and long-term benefits, especially customer satisfaction and retention.
Another excellent opportunity is our aftermarket business for service parts and accessories. Robustgrowth in recent years in the number of GM vehicles on the road – especially in North America and China – has created outstanding opportunities to grow revenue and profitability in this high-margin business.
A third area with great potential is our OnStar vehicle connectivity service. We have now surpassed12 million OnStar-connected vehicles around the world, including nearly 40 models with 4G LTE, Apple CarPlay and Android Auto – the largest fleet

5

in the industry by far. In 2016, use of OnStar’s 4G data connection grew by about 200 percent to more than 4.2 million gigabytes –the equivalent of more than 17 million hours of streaming video. Globally, our customers now interact with myChevrolet, myCadillac, myBuick, myGMC and our other branded mobile apps on average more than 18 million times a month. We expectOnStar growth to continue at a rapid pace for years to come and are working both to monetize the data and use it to improve the customer experience.
All told, we expect adjacent businesses to contribute an incremental $2 billion to GM’s EBIT in 2019 versus 2015.
Driving Efficiencies
We continue to maintain an intense focus on reducing costs and improving efficiency, both to improveour current results and position the company to perform well throughout the business cycle.
Earlier this year, we increased our cost efficiency target by $1 billion to $6.5 billion through 2018. We expect these savings will more than offset ourincremental investments in technology, engineering and brand building. At the end of 2016, we had already achieved $4 billion toward our goal.
Throughout the company, we operate on the belief that everything can be made better. In 2016, our Operational Excellence team chartered 1,400 efficiency projects that weexpect to deliver $1.5 billion in business impact. I’m confident we will do much more.
Enhancing Life’s Journey
At GM, we are committed to our core values of customers, relationships and excellence. We act with integrity, take accountability for results, do what we say we aregoing to do and do the right thing, even when it is hard.
We are working to create a companythat stakeholders value, people aspire to work for and communities are proud to embrace. We start with a clear understanding of who we are and why we are here. We work every day to earn customers for life, create brands that inspire passion andloyalty, translate breakthrough technologies into vehicles and experiences that people love, serve and improve the communities in which we live and work around the world and strive to build the most valued automotive company.
In 2016, we revamped our global philanthropy and corporate-giving strategy to better reflect andalign our priorities as a responsible corporate citizen, specifically focusing on areas where we believe we can have a direct impact. Around the world, we now focus on expanding and improving science, technology, engineering and math (STEM)education, advancing vehicle and road safety and promoting economic empowerment in the communities where we live and work. For businesses to thrive, we know that communities must flourish.
GM Student Corps is an innovative summer internship program in which GM retirees and collegestudents mentor high school students working on community-service
6 2016 CHAIRMAN’S LETTER
projects in their own schools and neighborhoods. In 2016, GM Student Corps involved 130 students from Detroit-area high schools. Separately, throughour employee volunteer program, more than 12,000 GM employees volunteered nearly 110,000 hours in 2016 with 148 different nonprofit organizations.
GM is an industry leader in using technology to solve big problems, improve the planet and enhance peoples’ lives. In 2016, we achieved our 2020 commitment togenerate 125 megawatts of clean energy four years ahead of schedule. Building on that success, we announced a plan to source all electrical power for our 350 facilities in 59 countries with renewable energy by 2050 – the only automaker to makesuch a commitment.
2016 also marked a record year for our landfill-free commitment. We added 23new sites last year and now have a total of 152 landfill-free sites worldwide – more than any other automaker – including 100 manufacturing sites. This exceeds our 2020 landfill-free target – again, four years ahead of schedule. Wecontinue to pursue more landfill-free operations with the goal of becoming a zero-waste company.
We are also expanding our focus to embrace the circular economy and the opportunities it offers to drive broader social and economic benefits. One example is ourwater-bottle recycling effort in Michigan. Working with the city of Flint and six regional GM facilities, we collected more than four million used water bottles in 2016 and worked with local companies and organizations to recycle the bottles intoinsulating fleece used in coats for the homeless, air-filtration components for use at GM facilities and a noise-reducing fabric that covers the engine of our Chevrolet Equinox crossover.
Building a Workplace of Choice
When it comes to the sustainability of our workforce, we are investing in both our current andfuture employees. We want people to know that if they truly want to make the world a better place, they can make a real difference here.
From boardroom to dealer showroom, we are committed to building a dynamic and diverse team that shares a passion for solving the world’s mobility challenges. Andwe’re creating a culture, an energy and an attitude that says anything is possible.
Ourteam has changed rapidly in recent years. Today, 35 percent of our salaried employees have worked at the company less than four years. Many of our new hires come from the same sources that feed the global tech economy. In fact, our applicationsfrom Silicon Valley were up more than 100 percent in 2016. Around the world, GM job applications were up more than 24 percent last year.
At GM, we recognize growing concerns around the world about the impact of globalization and technology on labor markets, and we are committed to helping our employeesacquire and update the skills they need for success in today’s economy.
In 2014, welaunched our “Shifting Gears” program in partnership with the U.S. Army and Raytheon Company to help soldiers transition from military service into successful careers as GM service technicians at more than 4,200 GM dealerships across theU.S. The initiative is part of GM’s longstanding commitment to help veterans succeed by connecting them with education and career opportunities beyond their military service.

7

Our goal:
to be nothing less than
a global best employer
In 2016, we introduced a new program at GM called Take 2, a series of 12-weekinternships for experienced technical professionals – primarily women – eager to relaunch their careers after being out of the workforce for two or more years. Participants receive technical training, professional development andpersonalized mentoring with GM leaders that prepares them to pursue opportunities in engineering, IT, finance, customer care and other critical functions in GM’s global workforce.
Take 2 has been an effective and popular program for helping parents, caregivers and trailing spouses return to the workforce. In the first year, we offered85 percent of participants a full-time position, and had a 96 percent acceptance rate. We recently accepted our third cohort, which is larger than the first two cohorts combined, and we expect the program to continue growing as we expandto other functions and regions this fall.
Around the world, we are dedicated to empowering a diverse and inclusive workplace that values the contributions of allemployees. We know that a diverse workforce promotes fresh, innovative thinking that translates into a competitive advantage for GM and winning products for our customers.
Throughout the company, we offer collaborative workplaces and an enterprise-wide commitment to peoples’ life choices. Nearly 3,000 employees took advantage of ourtuition assistance programs in 2016, and nearly 800 more participated in our well-established technical and professional education programs. We also believe that fair and equitable pay is an essential element of any successful business model, and wewere proud in 2016 to have signed the White House Equal Pay Pledge.
One way we measure engagement at GM is through a global biennial “Workplace ofChoice” survey. Participation rates in our 2016 survey were at an all-time high, including 86 percent for salaried employees. Engagement levels for salaried employees improved 50 percent from2012 to 2016, and overall employee engagement levels at GM (including hourly workers, who participated in the survey starting in 2016) are now significantly above the global average. Our goal is to be nothing less than a global best employer.
To win in tomorrow’s increasingly sophisticated auto industry, we also have a responsibility to help develop a pool of capable and highly educated potentialemployees. In 2016, GM filled a position in a STEM role every 26 minutes, and we expect our need for STEM graduates will only continue to grow in the years to come.
As part of preparing tomorrow’s workforce, we support a number of local, national and international efforts to advance STEM education, including FIRST Robotics, AWorld in Motion, Partners for the Advancement of Collaborative Engineering Education (PACE) and a new organization we are very excited to support, Girls Who Code (GWC).
GWC is a U.S. nonprofit committed to closing the technology gender gap. Research suggests that programs designed specifically to spark and maintain girls’ interestin STEM from middle school into the workforce could triple the number of women in computing in the next 10 years. Earlier this year, we provided an initial grant of $250,000 to help expand GWC’s Clubs programs in underserved communities. Theseprograms further GWC’s mission to promote computer science education for girls by providing free after-school activities in schools, universities and community centers.
8 2016 CHAIRMAN’S LETTER
Defining the Future of Personal Mobility
Perhaps nothing GM is doing today is more important for society’s long-term future than leading the transformation of personal mobility.
The convergence of connectivity, alternative propulsion, autonomous vehicles and the sharing economy is truly allowing us to stretch the boundaries of what is possibleand develop vehicles that are safer, smarter, cleaner and more energy-efficient than ever before.
In 2016, we made remarkable progress in each of these areas, andour work continues in earnest in 2017.
GM is the industry leader in vehicle connectivity with more 4G-equipped models thanthe rest of the industry combined. In 2016, OnStar celebrated its 20th anniversary by surpassing 1.5 billion customer interactions, and the growth rate is astounding. It took 19 years toreach 1 billion customer interactions. Eighteen months later, we hit 1.5 billion, and the pace continues to accelerate.
Another area where we arechanging the industry is alternative propulsion, especially electric vehicles. New battery technologies have helped us launch cars like the groundbreaking Chevrolet Bolt EV, which will also serve as our platform for future autonomous vehicledevelopment. When it comes to affordable all-electric propulsion with extraordinary capability, no other car on the road comes close.
In 2016, we also launched the new Chevrolet Malibu Hybrid, which gets an EPA-estimated city-highway fuel economy of 47 miles pergallon, and ramped up production of the second-generation Chevrolet Volt, which offers a pure EV range of 53 miles and a gasoline equivalent of 106 MPG. Launching this year is the Cadillac CT6 Plug-In Hybrid,which achieves an EPA-estimated city-highway fuel economy equivalent of 62 MPG.
We are also working to develop newclean-energy technologies, such as hydrogen fuel cells that hold great potential for land, sea and air applications. A modified Chevrolet Colorado is being evaluated by the U.S. Army to determine whether fuel cells are a viable propulsion system formilitary use. And in an industry first, GM and Honda have announced a joint venture to mass produce an advanced hydrogen fuel cell system beginning around 2020.
More 4G-equipped
models than the rest of
the industry combined

9

First high-volume
automaker to build
autonomous test vehicles
in a mass-production facility
In other areas of the business, technology isbecoming available that will make driving dramatically safer and more convenient. From active-safety features such as Adaptive Cruise Control and forward collision alerts to Super Cruise and fully self-driving vehicles, our engineers and technologyexperts are developing vehicles that meet or exceed the same strict standards for safety and quality that we’ve been building into traditional vehicles for generations.
Earlier this year, we became the first automaker to introduce advancedVehicle-to-Vehicle (V2V) communications on the Cadillac CTS. V2V uses dedicated wireless communications to share information such as vehicle speed and direction. V2V isan important safety feature on its own, but it also lays the groundwork for a connected, safer future down the road.
Another advancement that will make drivingsafer and easier is Super Cruise, a highly automated driving technology from Cadillac that enables hands-free driving on the highway, even in stop-and-go traffic.Cadillac will introduce Super Cruise on the CT6 this fall.
Beyond Super Cruise, GM has a very active effort to develop a vehicle that can operate without a driver.We believe this technology will fundamentally change the way vehicles are used, and because more than 90 percent of traffic accidents are due to human error, this technology will be a primary enabler for reducing traffic fatalities. We alsothink we can use this technology to make transportation available to many people without good transportation options today.
Last year, GM acquired SanFrancisco-based Cruise Automation, a leading Silicon Valley startup in autonomous technology. The Cruise team specializes in developing the software that drives our autonomous vehicles and is responsible for the commercialization of ourautonomous-vehicle business. We now have more than 50 autonomous test vehicles operating in San Francisco, Scottsdale and Metro Detroit, with plans to increase the fleet to hundreds of test vehicles by the end of 2017.
Right now, all of our autonomous test vehicles are accompanied by trainers who can assume control of the vehicle, if necessary. Not until we have assured both ourselvesand the appropriate regulatory agencies that the system is safe will we remove the trainers.
Our first application of autonomous technology will be in ridesharingfleets in major U.S. cities, and we have been working with the appropriate state and local governments to this end. When we deploy vehicles into ridesharing fleets, GM will retain control of the vehicles to support safe operation. These fleets willgive many people the opportunity to experience this truly extraordinary technology.
A fourth area where we are breaking new ground is shared mobility. Last year,we launched our own car-sharing service called Maven, which we are scaling up quickly. Maven now operates a fleet of about 10,000 GM vehicles in 17 U.S. cities, including our Express Drive short-term rentalprogram for Lyft drivers. Customers use a mobile app to locate and reserve a vehicle and have already logged more than 100 million miles in Maven-branded GM vehicles.
10 2016 CHAIRMAN’S LETTER
In Los Angeles, Maven is collaborating with the city’s Sustainable City pLAn to help create smart transportationoptions that enhance mobility, create jobs and ease parking and congestion. Maven is adding more than 100 Bolt EVs to its Los Angeles fleet, which will be capable of covering 250,000 all-electric miles permonth.
This is a new business area for us – one that is allowing us to expand the transportation options we offer our customers, as well as improve ourability to innovate and iterate at the speed of today’s leading technology companies.
A Different Company
Again, 2016 was a very strong year for GM, made possible by the fact that we are a fundamentally different company than we were just a few years ago.
GM is a more profitable, more disciplined and more focused company. We are also more diverse, more responsive to the needs of our customers and more determined thanever to take our commitment to clean energy and climate resilience mainstream.
After three years of record-setting operating performance and a series of bold anddecisive actions, we have built strong momentum at GM. In 2017, we continue to accelerate. As always, we are putting the customer at the center of everything we do, as we continue to meet our commitments and deploy our resources to deliver thehighest possible returns over the long term.
I see endless opportunities at GM to build not just a better company, but a better world – by deliveringtransportation solutions that are safer, simpler and better, and enhancing life’s journey for people around the world.
By living our values and doing what wesay we will do, I am confident we will achieve our goals for our customers and shareholders for years to come.
Respectfully,
Mary Barra
Chairman & CEO
April 25, 2017

11

BOARD OF DIRECTORS
As ofApril 1, 2017
MARY BARRA
Chairman & Chief ExecutiveOfficer,
General Motors Company,
Joined Board 01/15/14
TIM SOLSO
Independent Lead Director,
General Motors Company and
Retired Chairman & Chief
Executive Officer, Cummins Inc.,
Joined Board 06/12/12
JOE ASHTON
Retired Vice President,
United Auto Workers,
Joined Board 08/11/14
LINDA GOODEN
Retired Executive VicePresident,
Information Systems & Global
Solutions, Lockheed MartinCorporation,
Joined Board 02/05/15
JOE JIMENEZ
Chief Executive Officer, Novartis AG,
Joined Board 06/09/15
JANE MENDILLO
Retired President & Chief Executive Officer,
Harvard Management Company,
Joined Board 06/07/16
MIKE MULLEN
Former Chairman, Joint Chiefs of Staff,
Joined Board 02/01/13
JIM MULVA
Retired Chairman & Chief
Executive Officer, ConocoPhillips,
Joined Board 06/12/12
PAT RUSSO
Chairman, Hewlett Packard
Enterprise Company,
Joined Board 07/24/09
TOM SCHOEWE
Retired Executive Vice President
& Chief Financial Officer,
Wal-MartStores, Inc.,
Joined Board 11/14/11
CAROL STEPHENSON
Retired Dean, Ivey Business School,
The University of Western Ontario,
Joined Board 07/24/09
LEADERSHIP TEAM
As of April 1, 2017
MARY BARRA
Chairman & Chief ExecutiveOfficer
DAN AMMANN
President
ALAN BATEY
Executive Vice President
& President, North America
DAN BERCE
Senior Vice President
President & CEO, GM Financial
ALICIA BOLER-DAVIS
Executive Vice President,
Global Manufacturing
TONY CERVONE
Senior Vice President,
Global Communications
MARGARET CURRY
Vice President, Tax
JOHAN DE NYSSCHEN
Executive Vice President
& President, Cadillac
BARRY ENGLE
Executive Vice President
& President, South America
CRAIG GLIDDEN
Executive Vice President
& General Counsel,
Legal and Public Policy
STEFAN JACOBY
Executive Vice President
& President, GM International
VICTORIA MCINNIS
Vice President, Audit
RANDY MOTT
Senior Vice President,
Global Information Technology
& Chief Information Officer
KARL-THOMAS NEUMANN
Executive Vice President
& President, Europe
JOHN QUATTRONE
Senior Vice President,
Global Human Resources
MARK REUSS
Executive Vice President,
Global Product Development,
Purchasing and Supply Chain
CHUCK STEVENS
Executive Vice President
& Chief Financial Officer
DHIVYA SURYADEVARA
Vice President, Finance and Treasurer
JILL SUTTON
Deputy General Counsel
& Corporate Secretary
TOM TIMKO
Vice President, Controller
& Chief Accounting Officer
MATT TSIEN
Executive Vice President
& President, GM China
12 2016 CHAIRMAN’S LETTER
2016 FINANCIAL
HIGHLIGHTS
$166B
$9.4B$6.00
WORLDWIDE NET
SALES & REVENUE
NET INCOME ATTRIBUTABLE
TO COMMONSTOCKHOLDERS
DILUTED EARNINGS
PER COMMON SHARE

Source: Bloomberg

13

VEHICLE SALES
AND NETREVENUE
20152016
VEHICLE SALES, INCLUDING JOINT VENTURES (000’s units)
GMNA
3,6133,630
GME
1,1761,207
GMIO
4,5254,587
GMSA
645584
Worldwide Vehicle Sales
9,95910,008
FINANCIAL RESULTS
Worldwide Net Sales & Revenue
$152,356$166,380
Net Income Attributable to Common Stockholders
$9,687$9,427
Earnings Before Interest and Income Taxes - Adjusted*
$10,814$12,530
Diluted Earnings Per Common Share
$5.91$6.00
AUTOMOTIVE LIQUIDITY & KEY OBLIGATIONS
AVAILABLE AUTOMOTIVE LIQUIDITY
Cash and Marketable Securities
$20,340$21,600
Credit Facilities
12,15214,035
Total Available Automotive Liquidity
$32,492$35,635
KEY AUTOMOTIVE OBLIGATIONS
Debt
$8,765$10,752
Underfunded U.S. Pension
10,4147,205
Total Automotive Obligations
$19,179$17,957
EMPLOYMENT - YEAR END (000’s)
GMNA
115124
GME
3638
GMIO
3232
GMSA
2422
GM Financial
89
Worldwide Employment
215225
*Includes GM Financial on an Earnings Before Tax (EBT)-adjusted basis
14 2016 CHAIRMAN’S LETTER
FORWARD-LOOKING
STATEMENTS
In this document and in reports we subsequently file and have previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on Forms 10-K and 10-Q and file or furnish on Form 8-K, and in related comments by our management, we use words like “anticipate,”“appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,”“goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,”“should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions to identify forward-looking statements that represent our current judgment about possiblefuture events. In making these statements we rely on assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriate under thecircumstances. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors, both positive and negative.These factors, which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K, include among others the following: (1) our ability to delivernew products, services and customer experiences in response to new participants in the automotive industry; (2) our ability to fund and introduce new and improved vehicle models that are able to attract a sufficient number of consumers;(3) the success of our full-sizepick-up trucks and SUVs, which may be affected by increases in the price of oil; (4) global automobile market sales volume,which can be volatile; (5) aggressive competition in China; (6) the international scale and footprint of our operations which exposes us to a variety of domestic and foreign political, economic and regulatory risks, including the risk ofchanges in existing, the adoption of new, or the introduction of novel interpretations of, laws regulations, policies or other activities of governments, agencies and similar organizations particularly laws, regulations and policies relating to freetrade agreements, vehicle safety including recalls, and, including such actions that may affect the production, licensing, distribution or sale of our products, the cost thereof or applicable tax rates; (7) our joint ventures, which we cannotoperate solely for our benefit and over which we may have limited control; (8) our ability to comply with extensive laws and regulations applicable to our industry, including those regarding fuel economy and emissions; (9) costs and risksassociated with litigation and government investigations including the potential imposition of damages, substantial fines, civil lawsuits and criminal penalties, interruptions of business, modification of business practices, equitable remedies andother sanctions against us in connection with various legal proceedings and investigations relating to our various recalls; (10) our ability to comply with the terms of the DPA; (11) our ability to maintain quality control over ourvehicles and avoid material vehicle recalls and the cost and effect on our reputation and products; (12) the ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to meet productionschedules; (13) our dependence on our manufacturing facilities around the world; (14) our highly competitive industry, which is characterized by excess manufacturing capacity and the use of incentives and the introduction of new andimproved vehicle models by our competitors; (15) our ability to realize production efficiencies and to achieve reductions in costs as we implement operating effectiveness initiatives throughout our automotive operations; (16) our abilityto successfully restructure our operations in various countries; (17) our ability to manage risks related to security breaches and other disruptions to our vehicles, information technology networks and systems; (18) our continued abilityto develop captive financing capability through GM Financial; (19) significant increases in our pension expense or projected pension contributions resulting from changes in the value of plan assets, the discount rate applied to value thepension liabilities or mortality or other assumption changes; (20) significant changes in economic, political, regulatory environment, market conditions, foreign currency exchange rates or political stability in the countries in which weoperate, particularly China, with the effect of competition from new market entrants and in the United Kingdom with passage of a referendum to discontinue membership in the European Union; and (21) risks and uncertainties associated with theconsummation of the sale of Opel/Vauxhall to the PSA Group, including satisfaction of the closing conditions.
We caution readers not to place undue reliance onforward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, exceptwhere we are expressly required to do so by law.
IMPORTANT ADDITIONAL INFORMATION
REGARDING PROXY SOLICITATION
General Motors Company (“GM”) hasfiled a definitive proxy statement and form of WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for GM’s 2017 Annual Meeting. GM, its directors and certain ofits executive officers may be deemed participants in the solicitation of proxies from shareholders in respect of the 2017 Annual Meeting. Information regarding the names of GM’s directors and executive officers and their respective interests inGM by security holdings or otherwise is set forth in the definitive proxy statement. Details concerning the nominees of GM’s Board of Directors for election at the 2017 Annual Meeting are included in the definitive proxy statement. BEFOREMAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYINGWHITE PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a copy of the definitive proxy statement and other relevant documents filed by GM free of charge from the SEC’s website, www.sec.gov. GM’sshareholders can also obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed by GM by directing a request by mail to GM Shareholder Relations at General Motors Company, Mail Code 482-C23-D24, 300 Renaissance Center, Detroit, Michigan 48265 or by email to [email protected], by calling GM’s proxy solicitor, Innisfree M&A Incorporated,toll-free at 1-877-825-8964, or from the investor relations section of GM’s website, http://www.gm.com/investors.

15

GENERAL MOTORS COMPANY AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
Our non-GAAP measures include earnings before interest and taxes (EBIT)-adjusted presented net of noncontrolling interests, EPS-diluted-adjusted, return on invested capital-adjusted (ROIC-adjusted) and adjusted automotive free cash flow. Our calculation of these non-GAAP measures may not becomparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations andshould not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.
These non-GAAPmeasures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider acomponent of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluatethe investment decisions being made by management to improve ROIC-adjusted. Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgetingprocesses. Further, our Board of Directors uses these and other measures as key metrics to determine management performance under our performance-based compensation plans. For these reasons we believe thesenon-GAAP measures are useful for our investors.
EBIT-adjusted is used by management and can be used by investors to reviewour consolidated operating results because it excludes automotive interest income, automotive interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. Examples of adjustments toEBIT include but are not limited to impairment charges related to goodwill; impairment charges on long-lived assets and other exit costs resulting from strategic shifts in our operations or discrete market and business conditions; costs arising fromthe ignition switch recall and related legal matters; and certain currency devaluations associated with hyperinflationary economies. For EBIT-adjusted and our other non-GAAP measures, once we have made anadjustment in the current period for an item, we will also adjust the related non-GAAP measure in any future periods in which there is an impact from the item.
EPS-diluted-adjusted is used by management and can be used by investors to review our consolidated diluted earnings per shareresults on a consistent basis. EPS-diluted-adjusted is calculated as net income attributable to common stockholders-diluted less certain adjustments noted above for EBIT-adjusted and gains or losses on theextinguishment of debt obligations on an after-tax basis as well as redemptions of preferred stock and certain income tax adjustments divided by weighted-average common shares outstanding-diluted. Examples ofincome tax adjustments include the establishment or reversal of significant deferred tax asset valuation allowances.
Adjusted automotive free cash flow is used bymanagement and can be used by investors to review the liquidity of our automotive operations and to measure and monitor our performance against our capital allocation program and evaluate our automotive liquidity against the substantial cashrequirements of our automotive operations. We measure adjusted automotive free cash flow as automotive cash flow from operations less capital expenditures adjusted for management actions, primarily related to strengthening our balance sheet, such asprepayments of debt and discretionary contributions to employee benefit plans.
16 2016 CHAIRMAN’S LETTER
2013201420152016
OPERATING SEGMENTS (dollars in millions)
GMNA(a)
$7,461$6,603$11,026$12,047
GME(a)
(869) (1,369) (813) (257)
GMIO(a)
1,2551,2221,3971,135
GMSA(a)
327(180) (622) (374)
GM Financial(b)
898803837913
Total Operating Segments
$9,072$7,079$11,825$13,464
Corporate and Eliminations
(494) (585) (1,011) (934)
EBIT-ADJUSTED (dollars in millions)
Net Income Attributable to Stockholders
$5,346$3,949$9,687$9,427
Income Tax Expense (benefit)
2,127228(1,897) 2,416
(Gain) Loss on Extinguishment of Debt
212(202) (449)
Automotive Interest Expense
334403443572
Automotive Interest Income
(246) (211) (169) (185)
Adjustments
Ignition Switch Recall and Related Legal Matters
4001,785300
Recall Campaign Catch-up Adjustment
874
Thailand Asset Impairments
158297
Venezuela Currency Devaluation and Asset Impairment
162419720
Russia Exit Costs and Asset Impairment
245438
Goodwill Impairment
442120
Impairment Charges of Property and Other Assets
774
Chevy Europe Exit Costs
636
Gain on Sale of Equity Investment in Ally Financial
(483)
Korea Wage Litigation
(577)
Other
(149) 111(41)
EBIT-adjusted
$8,578$6,494$10,814$12,530
Costs Related to Recall(c)
2,762
EBIT-adjusted (excluding costs related to recall)
$8,578$9,256$10,814$12,530
2013201420152016
AmountPer ShareAmountPer ShareAmountPer ShareAmountPer Share
EPS-DILUTED-ADJUSTED
Diluted Earnings per Common Share
$3,988$2.38$2,786$1.65$9,686$5.91$9,427$6.00
Adjustments
Loss on Extinguishment of Debt
2400.14(202) (0.12) (449) (0.27)
VEBA Preferred Share Buyback
8160.49
Redemption and Purchase of Series A Preferred Stock
7940.47
All Other Adjustments(d)
8050.482,3271.383,1991.953000.19
Total Adjustments
$1,861$1.11$2,919$1.73$2,750$1.68$300$0.19
Tax Effect on Adjustments(e)
(42) (0.03) (561) (0.33) (201) (0.13) (114) (0.07)
Tax Adjustments(f)
(473) (0.28) (4,001) (2.44)
EPS-diluted-adjusted
$5,334$3.18$5,144$3.05$8,234$5.02$9,613$6.12
Impact of Costs Related to Recall
1.07
EPS-diluted-adjusted (excluding costs related torecall)
$5,334$3.18$5,144$4.12$8,234$5.02$9,613$6.12
20152016
ADJUSTED AUTOMOTIVE FREE CASH FLOW
Operating Cash Flow(g)
$9,979$14,321
Less: Capital Expenditures
(7,784) (9,435)
Adjustments - Discretionary Pension Plan Contributions
1,982
Adjusted Automotive Free Cash Flow
$2,195$6,868
(a)GM’s automotive operations’ interest income and interest expense are recorded centrally in Corporate.
(b)GM Financial amounts represent earnings before income taxes adjusted.
(c)GMNA major recall campaign expense was $2.4B.
(d)Refer to the reconciliation of Net Income Attributable to Stockholders to EBIT-Adjusted.
(e)The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction in which the adjustment relates.
(f)These adjustments primarily consist of the tax benefit related to the valuation allowance reversal in Europe. The adjustment was excluded because valuation allowance reversals are not considered part of our coreoperations.
(g)The Company adopted Accounting Standards Board Update 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash” on a retrospective basis during 2016.

17

GENERAL
INFORMATION
COMMON STOCK
GM common stock,$0.01 par value, is listed on the New York Stock Exchange and the Toronto Stock Exchange.
Ticker symbol:
GM - New York Stock Exchange
GMM - Toronto Stock Exchange
SHAREHOLDER ASSISTANCE
Shareholders of record requiring information abouttheir accounts should contact:
Computershare Trust Company, N.A.
General Motors Company
P.O. Box 43078
Providence, Rl 02940-3078
888-887-8945 or 781-575-3334
(from outside the United States, Canada or Puerto Rico)
Computershare representatives are available Monday through Friday from 9 a.m. to 6 p.m. ET. Automated phone service and the Computershare website atwww.computershare.com/gm are always available.
For other information, shareholders may contact:
GM Shareholder Relations
General Motors Company
Mail Code 482-C23-D24
300 Renaissance Center
Detroit, Ml 48265
313-667-1500
ELECTRONIC DELIVERY OF ANNUAL MEETING MATERIALS
Shareholders may consent to receive their GM annual report and proxy materials via the internet. Shareholders of record may enroll at www.computershare.com/gm. If yourGM stock is held through a broker, bank or other nominee, contact them directly.
SECURITIES AND INSTITUTIONAL ANALYST QUERIES
GM Investor Relations
General Motors Company
Mail Code 482-C29-D36
300 Renaissance Center
Detroit, Ml 48265
313-667-1669
AVAILABLE PUBLICATIONS
GM’s Proxy Statement, Forms 10-K and 10-Q and GM’s Code of Conduct, WinningWith Integrity, are available online at www.gm.com/investors.
Printed copies may be requested on our website or from GM Shareholder Relations at theaddress listed above (allow four to six weeks for delivery of materials).
PRINCIPAL OFFICE
General Motors Company
300 Renaissance Center
Detroit, Ml 48265
313-556-5000
VISIT GM ON THE INTERNET
Learnmore about General Motors vehicles and services on our website at www.gm.com.
GM CUSTOMER ASSISTANCE CENTERS
Satisfaction with your entire ownership experience is important to us. To request product information or to receive assistance with your vehicle, please contact theappropriate brand via phone or Twitter:
Buick: 800-521-7300
or @BuickCustCare
Cadillac: 800-458-8006
or @CadillacCustSvc
Chevrolet: 800-222-1020
or @ChevyCustCare
GMC: 800-462-8782
or @GMCCustCare
GM of Canada: 800-263-3777
GM Mobility: 800-323-9935
OTHER PRODUCTS AND SERVICES
GM Card: 888-316-2390
OnStar: 888-667-8277
18 2016 CHAIRMAN’S LETTER

GENERAL MOTORS COMPANY

300 RENAISSANCE CENTER | DETROIT, MI 48265 | WWW.GM.COM