General Motors Company

Executive Summary
Fiscal Year 2010 Corporate Performance
2010 was a year of significant accomplishments for General Motors, particularly in light of the historic
challenges we faced in 2009. These accomplishments were in strategic and fundamental areas of the business,
affirming our commitment to the U.S. and Canadian taxpayers and positioning us for long-term success.
• We paid back our UST and Canadian government loans in full, with interest, ahead of schedule;
• After reporting three consecutive quarters of profitability and positive cash flow, we completed one of
the largest public offerings in history and our shares of Common Stock began trading on November 18,
2010 on the NYSE and Toronto Stock Exchange;
• In 2010, annual revenue was $135.6 billion and net income attributable to common stockholders was
$4.7 billion, resulting in diluted earnings per share of $2.89;
• We experienced strong growth in emerging markets around the world, including record sales in China,
India, Brazil, and elsewhere, and with our joint venture partner, we became the first global automaker
to sell 2 million vehicles in China in a single year;
• We acquired a new financing subsidiary in the U.S. and Canada, giving customers a more complete
range of competitive financing options critical to our success;
• We made solid progress with our advanced propulsion strategy and launched GM Ventures to identify
and develop new technologies;
• We surpassed our commitment to convert 50% of our global manufacturing sites to landfill-free status
by the end of 2010 and now have 76 landfill-free facilities (52%), meaning all waste generated from
normal operations is reused, recycled, or converted to energy; and
• Most importantly, we introduced a strong portfolio of new vehicles including the award-winning
Chevrolet Volt.
Incentive Compensation Programs
We could not have achieved these important successes without the dedicated efforts and contributions of our
employees. The hard work and sacrifice required to maintain operational effectiveness and restore financial
stability during very challenging economic times has laid a solid foundation for our future success and speaks to
the exceptional capabilities of our employees. However, appropriately recognizing and rewarding these key
contributors and competing with other large multinational employers to attract and retain fresh talent with critical
skill sets is extremely difficult within the compensation constraints imposed by TARP regulations and the
Special Master’s directives.
Although we have attempted to maintain a strong focus on performance recognition, the amount and
structure of our executive compensation plans were strictly constrained by the TARP requirements and
determinations of the Special Master. These determinations dictated the specific compensation structures,
maximum amounts payable, and the form and timing of grants and payments for all 2010 compensation paid to
our SEOs and next 20 most highly compensated employees. Most of our NEOs were in this group. In addition,
the Special Master determined the structure (but not the specific compensation amounts) for our next 75 most
highly compensated employees (i.e., limiting cash payments and increasing the proportion of total compensation
paid in forms other than cash, especially long-term equity, and the design of incentive awards, including the mix
of fixed versus variable compensation). As a result, the Committee’s decisions regarding pay for the NEOs and
other Top 100 employees were limited to approving compensation awards up to the amount allowable by the
Special Master.
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