Bond General Motors Co. 6.25% ( US37045VAF76 ) in USD

General Motors Co.

98.91 % ⇌

United States

US37045VAF76 ( in USD )

6.25% per year ( payment 2 times a year)

01/10/2043

Prospectus brochure of the bond General Motors US37045VAF76 en USD 6.25%, maturity 01/10/2043

02/10/2026 ( In 179 days )

General Motors (GM) is a multinational automotive manufacturing company headquartered in Detroit, Michigan, that designs, manufactures, and distributes vehicles and parts worldwide under various brands including Chevrolet, Buick, GMC, Cadillac, and others.

An outstanding long-term bond, identified by ISIN US37045VAF76 and CUSIP 37045VAF7, has been issued in the United States by General Motors Co., a leading global automotive manufacturer, offering a 6.25% annual interest rate paid semi-annually, with a maturity date of October 1, 2043, forming part of a total issue size of $1,499,952,000 with a minimum purchase increment of $2,000, and is presently trading on the market at 98.73% of its par value in USD, carrying credit ratings of 'BBB' from Standard & Poor's and 'Baa2' from Moody's.

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
424B3 1 d737250d424b3.htm 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-196192

PROSPECTUS
Offer to Exchange
$1,500,000,000 aggregate principal amount of new 3.500% Senior Notes due 2018 (the "New 2018 Notes") for all outstanding
3.500% Senior Notes due 2018 originally issued September 27, 2013 (the "Old 2018 Notes"),
$1,500,000,000 aggregate principal amount of new 4.875% Senior Notes due 2023 (the "New 2023 Notes") for all outstanding
4.875% Senior Notes due 2023 originally issued September 27, 2013 (the "Old 2023 Notes"), and
$1,500,000,000 aggregate principal amount of new 6.250% Senior Notes due 2043 (the "New 2043 Notes") for all outstanding
6.250% Senior Notes due 2043 originally issued September 27, 2013 (the "Old 2043 Notes").
We are offering to exchange, on the terms and subject to the conditions described in this prospectus and the accompanying letter of
transmittal, our New 2018 Notes, New 2023 Notes and New 2043 Notes, which we refer to in this prospectus collectively as the
"New Notes," for any and all of our outstanding Old 2018 Notes, Old 2023 Notes and Old 2043 Notes, respectively, which we refer
to in this prospectus collectively as the "Old Notes." In this prospectus, we refer to the offer to exchange the New Notes for the Old
Notes as the "Exchange Offer" and the New Notes and Old Notes collectively as the "Notes."
The Exchange Offer will expire at 5:00 p.m., New York City time, on July 21, 2014, unless we extend the Exchange Offer
in our sole and absolute discretion.
The New Notes:

· The terms of the New Notes offered in the Exchange Offer are substantially identical to the terms of the respective Old
Notes, except that the New Notes are registered under the Securities Act of 1933, as amended (the "Securities Act"), and

will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP or ISIN
number from the Old Notes, and will not entitle their holders to registration rights.

· Investing in the New Notes involves risks. You should carefully review the risk factors beginning on page 11 of this

prospectus before participating in the Exchange Offer.
The Exchange Offer:

· No public market currently exists for the New Notes (or the Old Notes), and the New Notes will not be listed on any

securities exchange or automated quotation system.

· You may withdraw tenders of Old Notes at any time prior to the expiration or termination of the Exchange Offer.

· Old Notes may be tendered only in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
Each broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that
it will deliver a prospectus in connection with any resale of such New Notes. By so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A
broker-dealer who acquired Old Notes as a result of market-making or other trading activities may use this prospectus, as
supplemented or amended from time to time, in connection with any resales of the New Notes. We have agreed that, for a
period of up to 180 days after the date of completion of the Exchange Offer, we will make this prospectus available for use in
connection with any such resale. See "Plan of Distribution."
Neither the Securities and Exchange Commission (the "SEC" or the "Commission") nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the
1 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
contrary is a criminal offense.
The date of this prospectus is June 19, 2014.
2 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
Table of Contents
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus. We do not take responsibility for, and we do not provide any assurance as to the reliability of, any other
information that others may give you. We have not authorized any other person to provide you with different information. We
are not making an offer to exchange the New Notes for the Old Notes in any jurisdiction where such offer or exchange is not
permitted.
TABLE OF CONTENTS

About this Prospectus
ii

Market and Industry Data
ii

Incorporation of Certain Documents by Reference
iii
Where You Can Find More Information
iv
Forward-Looking Statements
v

Summary
1

Risk Factors
11
Use of Proceeds
15
Consolidated Ratio of Earnings to Fixed Charges
15
Description of the New Notes
16
The Exchange Offer
27
Book-Entry; Delivery and Form of the New Notes
38
Certain U.S. Federal Tax Considerations
41
Plan of Distribution
45
Legal Matters
46
Experts
46
Appendix A-- Special Procedures and Requirements for Canadian Holders
47

i
3 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the SEC. You should carefully read this prospectus, the
registration statement, the exhibits thereto and our current and periodic reports filed from time to time with the SEC, as well as the
additional information described under "Incorporation of Certain Documents by Reference" and "Where You Can Find More
Information," before making a decision to participate in the Exchange Offer or to invest in the New Notes. You should consult your
own legal, tax and business advisors regarding your participation in the Exchange Offer and investment in the New Notes. Information
in this prospectus is not legal, tax or business advice.
In this prospectus, unless the context indicates otherwise, for the periods on or subsequent to July 10, 2009, references to "we,"
"our," "us," "ourselves," the "Company," "General Motors," or "GM" refer to General Motors Company and, where appropriate, its
subsidiaries. However, in the "Summary of the Terms of the Exchange Offer," "Summary of the Terms of the New Notes,"
"Description of the New Notes," "The Exchange Offer," "Book-Entry; Delivery and Form of the New Notes" and "Plan of
Distribution" sections of this prospectus, references to "we," "our," "us," "ourselves," the "Company," the "Issuer," "General
Motors" or "GM" refer to General Motors Company (parent company only) and not to any of our subsidiaries.
General Motors Company is the successor entity solely for accounting and financial reporting purposes to General Motors
Corporation, which is sometimes referred to in this prospectus, for the periods on or before July 9, 2009, as "Old GM." On July 10,
2009, Old GM changed its name to Motors Liquidation Company. On December 15, 2011, Motors Liquidation Company was
dissolved and transferred its remaining assets and liabilities to the Motors Liquidation Company GUC Trust.
THIS PROSPECTUS CONSTITUTES NEITHER AN OFFER TO EXCHANGE OR PURCHASE SECURITIES NOR A
SOLICITATION OF CONSENTS IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR
BLUE SKY LAWS.
IF YOU ARE LOCATED OR RESIDENT IN ANY PROVINCE OR TERRITORY OF CANADA, PLEASE SEE "THE
EXCHANGE OFFER--SPECIAL NOTICE REGARDING CANADIAN SECURITIES LAWS COMPLIANCE."
MARKET AND INDUSTRY DATA
Information relating to our relative position in the global automotive industry is based upon the good faith estimates of
management, and includes all sales by joint ventures on a total vehicle basis, not based on the percentage of ownership in the joint
venture. While we are not aware of any misstatements regarding our market and industry data presented or incorporated by reference
herein, our management's estimates involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the heading "Risk Factors" in this prospectus or in the documents incorporated by reference herein. We cannot
guarantee the accuracy or completeness of such information contained or incorporated by reference in this prospectus.

ii
4 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important
information about us by referring you to another document filed separately with the SEC. The information incorporated by reference is
an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this
information. This prospectus incorporates by reference the documents and reports listed below and any future filings that we make
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") until
the expiration date (provided, however, that this prospectus does not incorporate by reference any documents, reports or filings, or
portions of any documents, reports or filings, that are deemed to be furnished and not filed under applicable SEC rules, unless
specifically listed below):

GM SEC Filings (File No. 001-34960)

Period
Annual Report on Form 10-K
Year ended December 31, 2013 (filed with the SEC on February
6, 2014)
Quarterly Report on Form 10-Q
Quarter ended March 31, 2014 (filed with the SEC on April 24,
2014)
Current Reports on Form 8-K
Dates filed: January 7, 2014, January 15, 2014 (2 filed Forms
8-K), January 17, 2014, February 4, 2014, March 4, 2014, March
13, 2014, April 3, 2014, April 21, 2014, May 5, 2014, May 15,
2014, May 20, 2014 (2 Forms 8-K), June 5, 2014 (2 filed Forms
8-K), June 12, 2014 and June 16, 2014
The documents incorporated by reference into this prospectus contain important business and financial information about us that
is not included in or delivered with this prospectus. You may request a copy of the documents incorporated by reference into this
prospectus, except exhibits to such documents unless those exhibits are specifically incorporated by reference in such documents, at
no cost, by writing or telephoning the office of Thomas S. Timko, Vice President, Controller and Chief Accounting Officer, at the
following address and telephone number:
General Motors Company
300 Renaissance Center
Detroit, Michigan 48265-3000
(313) 556-5000
To ensure timely delivery you should make your request to us no later than July 14, 2014, which is five business days
prior to the expiration date of the Exchange Offer. To ensure timely delivery in the event that we extend the Exchange Offer,
you should make your request to us at least five business days before the expiration date of the Exchange Offer, as extended.
You may also find additional information about us, including the documents mentioned above, on our website at
http://www.gm.com. Our website and the information included in, or linked to on, our website are not part of this prospectus. We
have included our website address in this prospectus solely as a textual reference.

iii
5 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any
document that we file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an
internet site at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically,
including GM. We are not incorporating the contents of the SEC website into this prospectus. Reports and other information can also
be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, where our common
stock is listed.

iv
6 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus may include or incorporate by reference "forward-looking statements." Our use of the words "may," "will,"
"would," "could," "should," "believes," "estimates," "projects," "potential," "expects," "plans," "seeks," "intends," "evaluates,"
"pursues," "anticipates," "continues," "designs," "impacts," "forecasts," "target," "outlook," "initiative," "objective," "designed,"
"priorities," "goal" or the negative of those words or other similar expressions is intended to identify forward-looking statements that
represent our current judgment about possible future events. All statements included or incorporated by reference in this prospectus,
and in related comments by our management, other than statements of historical facts, including without limitation statements about
future events or financial performance, are forward-looking statements that involve certain risks and uncertainties.
These statements are based on certain assumptions and analyses made in light of our experience and perception of historical
trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the
circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are
reasonable, these statements are not guarantees of any events or financial results. Whether actual future results and developments will
conform with our expectations and predictions is subject to a number of risks and uncertainties, including the risks and uncertainties
discussed in this prospectus and the documents incorporated by reference under the captions "Risk Factors" and "Forward-Looking
Statements" and elsewhere in those documents.
Consequently, all of the forward-looking statements made in this prospectus, as well as all of the forward-looking statements
incorporated by reference to our filings under the Exchange Act, are qualified by these cautionary statements and there can be no
assurance that the actual results or developments that we anticipate will be realized or, even if realized, that they will have the
expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors not to place
undue reliance on forward-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 such factors that affect the subject of these
statements, except where we are expressly required to do so by law.

v
7 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
Table of Contents
SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus. This
summary describes aspects of our business, the Exchange Offer, and the New Notes and Old Notes, but it does not contain all
of the information that you should consider in making your decision to participate in the Exchange Offer or invest in the New
Notes. You should carefully read all of the information contained or incorporated by reference in this prospectus, including
the "Risk Factors" section beginning on page 11 of this prospectus, the risk factors in our periodic reports filed from time to
time with the SEC and our financial statements and related notes before making an investment decision.
General Motors Company
Overview
We design, build and sell cars, trucks and automobile parts worldwide. We also provide automotive financing services
through General Motors Financial Company, Inc. ("GM Financial").
Our automotive operations meet the demands of our customers through our four automotive segments: GM North America,
GM Europe, GM International Operations and GM South America.
Automotive
Our vision is to design, build and sell the world's best vehicles. We are committed to leadership in vehicle design, quality,
reliability, telematics and infotainment and safety, as well as to developing key energy efficiency, energy diversity and advanced
propulsion technologies, including electric vehicles. Our business is diversified across products and geographic markets. We
meet the local sales and service needs of our retail and fleet customers with a global network of independent dealers.
Automotive Financing-GM Financial
GM Financial is a global provider of automobile financing solutions specializing in purchasing retail automobile installment
sales contracts originated by GM and non-GM franchised and select independent dealers in connection with the sale of used and
new automobiles. GM Financial also offers a lease financing product for new GM vehicles and a commercial lending program
for GM-franchised dealerships. GM Financial primarily generates revenue and cash flows through the purchase, retention,
securitization and servicing of finance receivables and leased assets. GM Financial completed the acquisitions of Ally Financial
Inc.'s automotive finance and financial services businesses in Europe and Latin America during 2013 and expects to complete the
acquisition of Ally Financial Inc.'s equity interest in its joint venture in China, which is subject to certain regulatory and other
approvals, in 2014 or as soon as practicable thereafter.
Corporate Information
Our principal executive offices are located at 300 Renaissance Center, Detroit, Michigan 48265-3000, and our telephone
number is (313) 556-5000. Our website is www.gm.com. Our website and the information included in, or linked to on, our
website are not part of this prospectus. We have included our website address in this prospectus solely as a textual reference.

1
8 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
Table of Contents
Summary of the Terms of the Exchange Offer
On September 27, 2013, we completed a private placement of $1,500,000,000 aggregate principal amount of Old 2018
Notes, $1,500,000,000 aggregate principal amount of Old 2023 Notes and $1,500,000,000 aggregate principal amount of Old
2043 Notes. The private placement of the Old Notes was made only to qualified institutional buyers under Rule 144A under the
Securities Act and to persons outside the United States under Regulation S under the Securities Act, and accordingly was exempt
from registration under the Securities Act.

General
In connection with the issuance of the Old Notes, GM entered into a registration
rights agreement, dated September 27, 2013, with the initial purchasers of the
Old Notes (the "Registration Rights Agreement"). Pursuant to the Registration
Rights Agreement, we agreed to use commercially reasonable efforts to cause
the registration statement of which this prospectus is a part to become effective
within 365 days after the date of issuance of the Old Notes. We further agreed to
use commercially reasonable efforts to commence the Exchange Offer as soon as
practicable after the registration statement becomes effective and to hold the
Exchange Offer open for the period required by applicable law. See "The
Exchange Offer." The terms of the New Notes offered in the Exchange Offer are
identical in all material respects to those of the Old Notes, except that the New
Notes:

· will be registered under the Securities Act and therefore will not be subject

to restrictions on transfer;

· will not be subject to provisions relating to additional interest;

· will bear a different CUSIP or ISIN number from the Old Notes; and

· will not entitle their holders to registration rights.

The Exchange Offer
We are offering to issue:

· up to $1,500,000,000 aggregate principal amount of new 3.500% Senior

Notes due 2018 in exchange for a like principal amount of our outstanding
3.500% Senior Notes due 2018 (CUSIP Nos. 37045VAA8, U3821PAA0),

· up to $1,500,000,000 aggregate principal amount of new 4.875% Senior

Notes due 2023 in exchange for a like principal amount of our outstanding
4.875% Senior Notes due 2023 (CUSIP Nos. 37045VAB6, U3821PAB8), and

· up to $1,500,000,000 aggregate principal amount of new 6.250% Senior

Notes due 2043 in exchange for a like principal amount of our outstanding
6.250% Senior Notes due 2043 (CUSIP Nos. 37045VAC4, U3821PAC6).

You may only exchange Old Notes in minimum denominations of $2,000 and

integral multiples of $1,000 in excess thereof.

Subject to the satisfaction or waiver of specified conditions, we will exchange

the New Notes for all respective Old Notes that are validly

2
9 of 63
6/20/2014 4:10 PM

424B3
http://www.sec.gov/Archives/edgar/data/1467858/000119312514243873...
Table of Contents
tendered and not validly withdrawn prior to the expiration of the Exchange

Offer. We will cause the exchanges to be effected promptly after the expiration
of the Exchange Offer.

Resale of the New Notes
Based on an interpretation by the staff of the SEC set forth in no-action letters
issued to third parties, we believe that the New Notes issued pursuant to the
Exchange Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by you without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that:

· you are not our "affiliate" (as defined in Rule 405 under the Securities Act);

· you are acquiring the New Notes in the ordinary course of your business;

· you do not have an arrangement or understanding with any person to

participate in the distribution of the New Notes (within the meaning of the
Securities Act);

· you are not engaged in, and do not intend to engage in, the distribution of the

New Notes; and

· you are not acting on behalf of any person who could not truthfully make a

representation to all of the foregoing.

If you are a broker-dealer and receive New Notes for your own account in
exchange for Old Notes that you acquired as a result of market-making activities
or other trading activities, you must represent that you will deliver a prospectus

in connection with any resale of the New Notes. See "Plan of Distribution." A
broker-dealer may use this prospectus for an offer to resell, a resale or other
retransfer of the New Notes issued in the Exchange Offer for a period of up to
180 days after the date of completion of the Exchange Offer.

Any holder of Old Notes who:

· is our "affiliate" (as defined in Rule 405 under the Securities Act);

· does not acquire the New Notes in the ordinary course of its business; or

· tenders its Old Notes in the Exchange Offer with the intention to participate,

or for the purpose of participating, in a distribution of New Notes;

cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley
& Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in Shearman & Sterling

(available July 2, 1993), or similar no-action letters and, in the absence of an
exemption therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale of the New
Notes.

3
10 of 63
6/20/2014 4:10 PM