Obbligazione General Motors Co. 6.8% ( US37045VAU44 ) in USD

General Motors Co.

104.596 USD ▲

Stati Uniti

US37045VAU44 ( in USD )

6.8% per anno ( pagato 2 volte l'anno)

30/09/2027

Prospetto opuscolo dell'obbligazione General Motors US37045VAU44 en USD 6.8%, scadenza 30/09/2027

37045VAU4

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/04/2026 ( In 106 giorni )

General Motors è una multinazionale automobilistica statunitense che progetta, produce e commercializza veicoli a motore e pezzi di ricambio.

Si segnala sul mercato obbligazionario un'emissione di General Motors, colosso automobilistico globale con una storia centenaria di innovazione e leadership nel settore, attualmente impegnato nella transizione verso la mobilità elettrica, identificata dal codice ISIN US37045VAU44 e CUSIP 37045VAU4, che si negozia al prezzo attuale di mercato del 104.086%, con una cedola fissa del 6.8% denominata in USD e pagabile semestralmente, e una data di scadenza fissata al 30 settembre 2027; l'emissione, originaria degli Stati Uniti, beneficia inoltre di un rating BBB da Standard & Poor's e Baa2 da Moody's, posizionandola saldamente nel segmento "investment grade" e riflettendo la solidità creditizia dell'emittente.

424B5
424B5 1 d889689d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-236276
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Amount of
Title of Each Class of
to be
Offering Price
Aggregate
Registration
Securities to be Registered

Registered

Per Unit (1)

Offering Price

Fee (2)
5.40% Senior Notes due 2023

$1,000,000,000
99.896%

$998,960,000

$129,665
6.125% Senior Notes due 2025

$2,000,000,000
99.899%
$1,997,980,000
$259,337
6.80% Senior Notes due 2027

$1,000,000,000
99.775%

$997,750,000

$129,508

(1)
This registration fee is calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Paid herewith.
Table of Contents

PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d Fe brua ry 5 , 2 0 2 0 )
$ 4 ,0 0 0 ,0 0 0 ,0 0 0

$ 1 ,0 0 0 ,0 0 0 ,0 0 0 5 .4 0 % Se nior N ot e s due 2 0 2 3
$ 2 ,0 0 0 ,0 0 0 ,0 0 0 6 .1 2 5 % Se nior N ot e s due 2 0 2 5
$ 1 ,0 0 0 ,0 0 0 ,0 0 0 6 .8 0 % Se nior N ot e s due 2 0 2 7

General Motors Company is offering $1,000,000,000 in aggregate principal amount of 5.40% Senior Notes due 2023 (the "2023 Notes"), $2,000,000,000 in
aggregate principal amount of 6.125% Senior Notes due 2025 (the "2025 Notes") and $1,000,000,000 in aggregate principal amount of 6.80% Senior Notes due 2027 (the
"2027 Notes" and, collectively with the 2023 Notes and the 2025 Notes, the "Notes").
The 2023 Notes will mature on October 2, 2023, the 2025 Notes will mature on October 1, 2025 and the 2027 Notes will mature on October 1, 2027. Interest on
the Notes will accrue from May 12, 2020. We will pay interest on the 2023 Notes semi-annually on April 2 and October 2 of each year, commencing on October 2, 2020.
We will pay interest on the 2025 Notes and the 2027 Notes semi-annually on April 1 and October 1 of each year, commencing on October 1, 2020. The Notes will be our
senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness.
We may, at our option, redeem some or all of the 2023 Notes, the 2025 Notes and the 2027 Notes at any time and from time to time at the applicable redemption
prices described under "Description of the Notes--Optional Redemption."
I nve st ing in t he N ot e s involve s risk s. Se e "Risk Fa c t ors " be ginning on pa ge S -6 of t his prospe c t us
supple m e nt , in t he a c c om pa nying prospe c t us a nd in our pe riodic re port s file d from t im e t o t im e w it h t he
Se c urit ie s a nd Ex c ha nge Com m ission.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s
or pa sse d upon t he a de qua c y or a c c ura c y of t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us or a ny re la t e d fre e w rit ing
prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

Pe r
Pe r
2 0 2 3
Pe r 2 0 2 5
2 0 2 7

N ot e

T ot a l

N ot e

T ot a l

N ot e

T ot a l

Price to Public(1)
99.896% $998,960,000 99.899% $1,997,980,000 99.775% $997,750,000
Underwriting Discounts
0.400% $
4,000,000 0.500% $
10,000,000 0.550% $
5,500,000
Proceeds, before expenses, to us(1)
99.496% $994,960,000 99.399% $1,987,980,000 99.225% $992,250,000
(1) Plus accrued interest, if any, from and including May 12, 2020 to but excluding the delivery date.
The Notes will not be listed on any securities exchange or automated quotation system. Currently there are no markets for the Notes.
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5
The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company and its participants, including
Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about May 12, 2020.
Joint Book-Running Managers

De ut sc he Ba nk Se c urit ie s
Ba rc la ys
BofA Se c urit ie s
Cit igroup

Goldm a n Sa c hs & Co. LLC
J .P. M orga n

M orga n St a nle y

Joint Lead Managers

Ba nc a I M I

BBV A

BN P PARI BAS

COM M ERZ BAN K

Cre dit Agric ole CI B
M izuho Se c urit ie s
N a t We st M a rk e t s
RBC Ca pit a l M a rk e t s

Sc ot ia ba nk
SM BC N ik k o
SOCI ET E GEN ERALE
T D Se c urit ie s

Co-Managers
Ac a de m y Se c urit ie s
Bra de sc o BBI
I CBC St a nda rd Ba nk
Lloyds Se c urit ie s

M U FG
Sa nt a nde r
SunT rust Robinson
Wolfe Ca pit a l M a rk e t s

H um phre y

a nd Advisory
Loop Ca pit a l M a rk e t s
Ra m ire z & Co., I nc .
Sie be rt Willia m s Sha nk

The date of this prospectus supplement is May 7, 2020.
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-10
DESCRIPTION OF THE NOTES
S-11
U.S. FEDERAL TAX CONSIDERATIONS
S-18
UNDERWRITING
S-22
LEGAL MATTERS
S-28
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-28
T ABLE OF CON T EN T S

Prospe c t us

ABOUT THIS PROSPECTUS

1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

2
RISK FACTORS

2
GENERAL MOTORS COMPANY

3
USE OF PROCEEDS

3
FORWARD-LOOKING STATEMENTS

4
OVERVIEW OF OUR CAPITAL STOCK

6
GENERAL DESCRIPTION OF SECURITIES THAT MAY BE OFFERED

9
DESCRIPTION OF DEBT SECURITIES

10
DESCRIPTION OF PREFERRED STOCK

20
DESCRIPTION OF COMMON STOCK

21
DESCRIPTION OF WARRANTS

22
PLAN OF DISTRIBUTION

22
LEGAL MATTERS

23
EXPERTS

23
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5
WHERE YOU CAN FIND MORE INFORMATION

23

S-i
Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This prospectus supplement, the accompanying prospectus and any related free writing prospectus relate to a registration
statement that we filed with the Securities and Exchange Commission ("SEC") utilizing a shelf registration process. This prospectus
supplement and the accompanying prospectus include or incorporate by reference important information about us, the Notes, risks
relating to the Notes and other information you should know before investing. You should carefully read this prospectus
supplement, the accompanying prospectus and any related free writing prospectus, along with all of the information incorporated by
reference in this prospectus supplement and the accompanying prospectus, before making an investment decision.
In this prospectus supplement, unless the context indicates otherwise, 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--The Offering," "Risk Factors," "Description of the Notes" and "Underwriting" sections of this prospectus supplement,
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.
Neither we nor any underwriter has authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on
behalf of us or to which we have referred you. Neither we nor any underwriter take responsibility for, and neither we nor any
underwriter provide any assurance as to the reliability of, any other information that others may give you. We have not, and no
underwriter has, authorized any other person to provide you with different information. We are not, and no underwriter is, making an
offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing
in this prospectus supplement, in the accompanying prospectus, in any document incorporated by reference herein or therein, and
in any related free writing prospectus prepared by or on behalf of us or to which we have referred you is accurate only as of their
respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus supplement may add to, update or change the information contained in the accompanying prospectus. If
information in this prospectus supplement is inconsistent with information in the accompanying prospectus, this prospectus
supplement will apply and will supersede the information in the accompanying prospectus.

S-ii
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements represent
our current judgment about possible future events and are often identified by words like "aim," "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. In making these statements, we rely on assumptions and
analysis based on our experience and perception of historical trends, current conditions and expected future developments as well
as other factors we consider appropriate under the circumstances. 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 we file
with the SEC, include, among others, the following:

·
our ability to deliver new products, services and customer experiences in response to increased competition in the

automotive industry;

·
our ability to timely fund and introduce new and improved vehicle models that are able to attract a sufficient number of

consumers;

·
the success of our crossovers, SUVs and full-size pickup trucks;

·
our ability to successfully and cost-effectively restructure our operations in the U.S. and various other countries and
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5

initiate additional cost reduction actions with minimal disruption;

·
our ability to reduce the cost of manufacturing electric vehicles and drive increased consumer adoption;

·
the unique technological, operational, regulatory and competitive risks related to the timing and commercialization of

autonomous vehicles;

·
global automobile market sales volume, which can be volatile;

·
our significant business in China, which is subject to unique operational, competitive, regulatory and economic risks;

·
our joint ventures, which we cannot operate solely for our benefit and over which we may have limited control;

·
the international scale and footprint of our operations, which exposes us to a variety of unique political, economic,
competitive and regulatory risks, including the risk of changes in government leadership and laws (including labor, tax
and other laws), political instability and economic tensions between governments and changes in international trade
policies, new barriers to entry and changes to or withdrawals from free trade agreements, public health crises, including

the occurrence of a contagious disease or illness (such as the novel coronavirus), changes in foreign exchange rates
and interest rates, economic downturns in foreign countries, differing local product preferences and product requirements,
compliance with U.S. and foreign countries' export controls and economic sanctions, differing labor regulations,
requirements and union relationships, differing dealer and franchise regulations and relationships, and difficulties in
obtaining financing in foreign countries;

·
any significant disruption, including any work stoppages, at any of our manufacturing facilities;

S-iii
Table of Contents
·
the ability of our suppliers to deliver parts, systems and components without disruption and at such times to allow us to

meet production schedules;

·
prices of raw materials used by us and our suppliers;

·
our highly competitive industry, which is characterized by excess manufacturing capacity and the use of incentives, and

the introduction of new and improved vehicle models by our competitors;

·
the possibility that competitors may independently develop products and services similar to ours, or that our intellectual

property rights are not sufficient to prevent competitors from developing or selling those products or services;

·
our ability to manage risks related to security breaches and other disruptions to our information technology systems and

networked products, including connected vehicles and in-vehicle systems;

·
our ability to comply with increasingly complex, restrictive and punitive regulations relating to our enterprise data

practices, including the collection, use, sharing and security of the Personal Identifiable Information of our customers,
employees, or suppliers;

·
our ability to comply with extensive laws, regulations and policies applicable to our operations and products, including

those relating to fuel economy and emissions and autonomous vehicles;

·
costs and risks associated with litigation and government investigations;

·
the costs and effect on our reputation of product safety recalls and alleged defects in products and services;

·
any additional tax expense or exposure;

·
our continued ability to develop captive financing capability through GM Financial; and

·
any significant increase in our pension funding requirements.
For a further discussion of these and other risks and uncertainties, refer to our Annual Report on Form 10-K for the year
ended December 31, 2019, as updated by our subsequent filings under the Exchange Act, including Forms 10-Q and 8-K.
Consequently, all of the forward-looking statements made in this prospectus supplement and the accompanying 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 factors
that affect the subject of these statements, except where we are expressly required to do so by law.
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5

S-iv
Table of Contents
SU M M ARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus. This summary describes aspects of our business, the Notes and the offering,
but it does not contain all of the information that you should consider in making your investment decision. You should carefully
read all of the information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus, including the "Risk Factors" section beginning on page S-6 of this prospectus supplement, the risk factors in the
accompanying prospectus and in our periodic reports filed from time to time with the SEC and our financial statements and
related notes, along with all of the information contained in any related free writing prospectus, before making an investment
decision.
Ge ne ra l M ot ors Com pa ny
Ove rvie w
General Motors Company was incorporated as a Delaware corporation in 2009. We design, build and sell cars, trucks,
crossovers and automobile parts worldwide. Cruise is our global segment responsible for the development and
commercialization of autonomous vehicle technology. We also provide automotive financing services through General Motors
Financial Company, Inc. ("GM Financial").
Automotive
Our automotive operations meet the demands of our customers through our automotive segments: GM North America
(GMNA) and GM International (GMI). GMNA meets the demands of customers in North America with vehicles developed,
manufactured and/or marketed under the Buick, Cadillac, Chevrolet and GMC brands. GMI primarily meets the demands of
customers outside North America with vehicles developed, manufactured and/or marketed under the Buick, Cadillac, Chevrolet,
GMC and Holden brands. We also have equity ownership stakes in entities that meet the demands of customers in other
countries, primarily in China, with vehicles developed, manufactured and/or marketed under the Baojun, Buick, Cadillac,
Chevrolet, and Wuling brands.
In addition to the vehicles we sell through our dealer network to retail customers, we also sell vehicles directly or through
our dealer network to fleet customers, including daily rental car companies, commercial fleet customers, leasing companies and
governments. Our customers can obtain a wide range of aftersale vehicle services and products through our dealer network,
such as maintenance, light repairs, collision repairs, vehicle accessories and extended service warranties.
Automotive Financing--GM Financial
GM Financial is our global captive automotive finance company and our global provider of automobile finance solutions.
GM Financial conducts its business in North America, South America and through joint ventures in Asia/Pacific.
GM Financial provides retail loan and lease lending across the credit spectrum. Additionally, GM Financial offers
commercial lending products to dealers including new and used vehicle

S-1
Table of Contents
inventory floorplan financing and dealer loans, which are loans to finance improvements to dealership facilities, to provide
working capital, and to purchase and/or finance dealership real estate. Other commercial lending products include financing for
parts and accessories, dealer fleets and storage centers.
In North America, GM Financial offers a sub-prime lending program. The program is primarily offered to consumers with a
FICO score or its equivalent of less than 620 who have limited access to automobile financing through banks and credit unions
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5
and is expected to sustain a higher level of credit losses than prime lending.
GM Financial generally seeks to fund its operations in each country through local sources to minimize currency and
country risk. GM Financial primarily finances its loan, lease and commercial origination volume through the use of secured and
unsecured credit facilities, through securitization transactions and through the issuance of unsecured debt in public markets.
Autonomous
Cruise is our global segment responsible for the development and commercialization of autonomous vehicle technology,
and includes autonomous vehicle-related engineering and other costs.
Corpora t e I nform a t ion
Our principal executive offices are located at 300 Renaissance Center, Detroit, Michigan 48265-3000, and our telephone
number is (313) 667-1500. 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 supplement or the accompanying prospectus. We have included our website address in
this prospectus supplement and in the accompanying prospectus solely as a textual reference.
Re c e nt De ve lopm e nt s
N e w 3 6 4 -Da y Re volving Fa c ilit y
Following the consummation of this offering, we expect to enter into a new 364-Day Revolving Credit Agreement with
JPMorgan Chase, N.A., as administrative agent, and other lenders to be named therein (the "New 364-Day Revolving
Facility"), subject to certain closing conditions, including the (i) pricing of the Notes in this offering with aggregate principal
amount of at least $3.0 billion and (ii) acceleration of a $1.0 billion reduction in our $3.0 billion, 3-year facility from July 2020 to
the closing date of the New 364-Day Revolving Facility. We expect the New 364-Day Revolving Facility to be unsecured and
to provide available borrowing capacity of approximately $2.0 billion in U.S. Dollars only, and we have received commitments
from lenders in excess of this amount. We expect the New 364-Day Revolving Facility will be generally consistent with the
terms of our existing revolving credit facilities. However, we expect the New 364-Day Revolving Facility will (i) include more
restrictive limitations on the incurrence of indebtedness than our existing revolving credit facilities, (ii) require us to repay
borrowings and/or reduce commitments under the New 364-Day Revolving Facility (not below $1.0 billion) with or equal to
50% of the net cash proceeds of any future term loan debt and capital markets transactions incurred by GM (subject to certain
customary exceptions for maturing or refinancing debt) and (iii) prevent us from drawing on the facility unless our available
automotive cash drops below a specified amount. There can be no assurance that we will enter into the New 364-Day
Revolving Facility on terms favorable to us or at all.

S-2
Table of Contents
T he Offe ring
The summary below describes the principal terms of the offering and the Notes. Certain of the terms and conditions
described below are subject to important limitations and exceptions. The "Description of the Notes" section of this prospectus
supplement and the "Description of Debt Securities" section of the accompanying prospectus contain more detailed
descriptions of the terms and conditions of the Notes and the Indenture (as defined under "Description of the Notes") governing
the Notes.

Issuer
General Motors Company

Notes Offered
$1,000,000,000 in aggregate principal amount of 5.40% Senior Notes due
2023,

$2,000,000,000 in aggregate principal amount of 6.125% Senior Notes due

2025, and

$1,000,000,000 in aggregate principal amount of 6.80% Senior Notes due

2027.

https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5
Original Issue Date
May 12, 2020.

Maturity Dates
The 2023 Notes will mature on October 2, 2023, the 2025 Notes will mature
on October 1, 2025 and the 2027 Notes will mature on October 1, 2027.

Interest Rates
Interest on the 2023 Notes will accrue at a rate of 5.40% per year, interest on
the 2025 Notes will accrue at a rate of 6.125% per year and interest on the
2027 Notes will accrue at a rate of 6.80% per year.

Interest Payment Dates
Interest on the 2023 Notes will be paid semi-annually on April 2 and
October 2 of each year, commencing on October 2, 2020, and will accrue from
May 12, 2020. Interest on the 2025 Notes and the 2027 Notes will be paid
semi-annually on April 1 and October 1 of each year, commencing on
October 1, 2020, and will accrue from May 12, 2020.

Ranking of the Notes
The Notes will be our general unsecured obligations and will be:

· equal in right of payment to all of our existing and future indebtedness

and other obligations that are not, by their terms, expressly
subordinated in right of payment to the Notes;

· senior in right of payment to any of our existing or future indebtedness

and other obligations that are, by their terms, expressly subordinated in
right of payment to the Notes;

S-3
Table of Contents
· effectively subordinated to all of our secured indebtedness and other

secured obligations to the extent of the value of the assets securing
such secured indebtedness or other secured obligations; and

· structurally subordinated to all indebtedness and other obligations of

our subsidiaries.

Optional Redemption
We may, at our option, redeem some or all of the 2023 Notes, the 2025 Notes
and the 2027 Notes at any time and from time to time at redemption prices
described under "Description of the Notes--Optional Redemption."

Certain Covenants
The Notes will be issued under the Indenture, which will contain covenants
that will limit:

· the ability of GM and certain of its subsidiaries to incur indebtedness
secured by certain principal domestic manufacturing properties or by

any shares of stock or indebtedness of certain manufacturing
subsidiaries and to enter into certain sale and leaseback transactions
with respect to certain principal domestic manufacturing properties; and

· the ability of GM to enter into certain mergers or certain conveyances,

transfers or leases of all or substantially all of its properties and assets.

Each of these covenants, however, is subject to significant exceptions. See
"Description of the Notes--Certain Covenants" in this prospectus supplement

and "Description of Debt Securities--Consolidation, Merger or Sale of Assets"
in the accompanying prospectus.

Further Issuances
The Indenture does not limit the amount of Notes that we may issue. We may
issue additional Notes of any series up to an aggregate principal amount as
our board of directors may authorize from time to time; provided that if the
additional Notes are not fungible with the Notes of a particular series for U.S.
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5
federal income tax purposes, the additional Notes will have a separate CUSIP
number.

No Prior Markets
The Notes will be new securities for which there are currently no existing
markets. The Notes will not be listed on any securities exchange. Although the
underwriters have advised us that they currently intend to make a market in
the Notes of each series, they are not obligated to do so and may discontinue
any market-making activities at any time without notice. Accordingly, we cannot
assure you as to the liquidity of, or the trading markets for, the Notes.

S-4
Table of Contents
Form and Denomination
The Notes will be issued in fully registered form and will be represented by
global notes without interest coupons. The global notes will be deposited with
a custodian for and registered in the name of a nominee of The Depository
Trust Company ("DTC") in New York, New York. Investors may elect to hold
interests in the global notes through DTC and its direct or indirect participants
as described under "Description of Debt Securities--Book-Entry; Delivery and
Form; Global Securities" in the accompanying prospectus. The Notes of each
series will be issued only in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Settlement
It is expected that delivery of the Notes will be made against payment therefor
on or about May 12, 2020, which will be the third business day following the
date of pricing of the Notes (such settlement cycle being referred to herein as
"T+3"). Under Rule 15c6-1 of the Exchange Act, trades in the secondary
market generally are required to settle in two business days, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the Notes on the date of pricing will be required, by virtue of the
fact that the Notes initially will settle in T+3, to specify an alternate settlement
cycle at the time of any such trade to prevent a failed settlement. Purchasers
of the Notes who wish to trade those Notes on the date of pricing should
consult their own advisor.

Trustee
The Bank of New York Mellon (the "Trustee").

Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes. See "Use of Proceeds."

Governing Law
State of New York.

Risk Factors
See "Risk Factors" beginning on page S-6 of this prospectus supplement, in
the accompanying prospectus and in our periodic reports filed from time to
time with the SEC for a discussion of risks you should carefully consider
before deciding to invest in the Notes.
* * * * * * *

S-5
Table of Contents
RI SK FACT ORS
Investment in the Notes involves risks. In addition to all of the other information contained or incorporated by reference into
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5
this prospectus supplement and the accompanying prospectus, you should carefully consider the risk factors set forth below and
the risk factors incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2019, as updated
by our subsequent filings under the Exchange Act that are incorporated by reference herein, including our Quarterly Reports on
Form 10-Q and our Current Reports on Form 8-K and any amendments thereof, before investing in the Notes.
Risk s Re la t e d t o t he N ot e s
The Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The Notes will be obligations exclusively of General Motors Company and not any of our subsidiaries, and none of our
subsidiaries will guarantee the Notes. We are a holding company and, accordingly, substantially all of our operations are conducted
through subsidiaries, which are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due
under the Notes or to provide us with funds to pay our obligations, whether by dividends, distributions, loans or other payments. All
claims of creditors (including secured and unsecured creditors and general trade creditors) and preferred stockholders of our
subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our
creditors, including holders of the Notes) as an equity holder of such subsidiaries. Consequently, the Notes will be structurally
subordinated to the indebtedness and other liabilities of our subsidiaries and any subsidiaries that we may in the future acquire or
create. Furthermore, even if we were a creditor of any of our subsidiaries, our rights as a creditor would be effectively subordinated
to any security interest in the assets of those subsidiaries and would be subordinate to any indebtedness of those subsidiaries
senior to that held by us. As of March 31, 2020, we had total consolidated liabilities of approximately $202.3 billion (including
consolidated indebtedness of approximately $126.5 billion), of which $29.9 billion constitutes indebtedness of General Motors
Company (parent company only) under our revolving credit facilities and our existing floating rate senior notes due 2020, floating
rate senior notes due 2021, 4.875% senior notes due 2023, 4.000% senior notes due 2025, 4.200% senior notes due 2027,
5.000% senior notes due 2028, 5.000% senior notes due 2035, 6.600% senior notes due 2036, 5.150% senior notes due 2038,
6.250% senior notes due 2043, 5.200% senior notes due 2045, 6.750% senior notes due 2046, 5.400% senior notes due 2048 and
5.950% senior notes due 2049 and substantially all of the remainder of which are liabilities of our subsidiaries. Furthermore, the
credit agreements governing our revolving credit facilities (which provide for borrowings of up to $19.5 billion, of which $15.9 billion
was drawn as of March 31, 2020) provide that, during any period in which our long term corporate credit rating is rated below
investment grade by at least two of Moody's Investors Service, Inc., Standard & Poor's Ratings Service or Fitch Ratings, certain of
our domestic subsidiaries must guarantee the obligations of General Motors Company under such revolving credit facilities. In such
event, the Notes would be structurally subordinated to the obligations of such subsidiaries under our revolving credit facilities.

S-6
Table of Contents
We conduct substantially all of our operations through our subsidiaries and depend on cash flow from our subsidiaries to
meet our obligations. Your right to receive payments on the Notes could be adversely affected if any of our subsidiaries
becomes unable to distribute cash to us.
Because we are a holding company and conduct substantially all of our operations through subsidiaries, our cash flow and
ability to service debt, including the Notes and $29.9 billion of other senior notes and borrowings under our revolving credit facilities,
will depend to a significant extent on the generation of cash flow by our subsidiaries and their ability to make such cash available to
us, whether by dividends, distributions or other payments. Our subsidiaries are separate and distinct legal entities and will have no
obligation, contingent or otherwise, to pay any amounts due pursuant to the Notes or to make any funds available therefor. The
financial condition and operating requirements of our subsidiaries may limit our ability to obtain cash from our subsidiaries. For
example, disruptions in economic activity resulting from the recent outbreak of the coronavirus (COVID-19) may have an adverse
impact on our subsidiaries' industries, their supply chains, their manufacturing operations and facilities, and/or their workforces. See
"Risk Factors--The COVID-19 pandemic may disrupt our business and operations, which could materially adversely impact our
business, financial condition, liquidity and results of operations" in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020. In addition, provisions of law, such as those requiring that dividends be paid only from surplus, could limit the
ability of our subsidiaries to make payments or other distributions to us. Furthermore, our subsidiaries could in certain
circumstances agree to contractual restrictions on their ability to make distributions. In the event that we do not receive distributions
from our subsidiaries, we may be unable to make required payments on our obligations, including the Notes.
The limited covenants in the Indenture that will govern the Notes will not provide protection against many types of
important corporate events and may not protect your investment.
The Indenture will not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and,
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

424B5

accordingly, will not protect holders of the Notes in the event that we experience significant adverse changes in our
financial condition or results of operations;

·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness (other than certain secured

indebtedness) that would be senior in right of payment to our equity interests in our subsidiaries and therefore would be
structurally senior to the Notes;

·
entirely limit our ability to incur secured indebtedness that would effectively rank senior to the Notes to the extent of the

value of the assets securing the indebtedness;

·
limit our ability to incur indebtedness that is equal or subordinate in right of payment to the Notes (other than certain

secured indebtedness);

·
restrict our ability to repurchase our equity securities or prepay our other indebtedness;

·
restrict our ability to make investments or pay dividends or make other payments in respect of our equity securities or our

other indebtedness;

·
restrict our ability to enter into highly leveraged transactions; or

·
require us to make an offer to repurchase the Notes in the event of a change in control transaction.

S-7
Table of Contents
As a result of the foregoing, when evaluating the terms of the Notes, you should be aware that the terms of the Indenture and
the Notes will not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances
and events, such as certain acquisitions, refinancings or recapitalizations, that could substantially and adversely affect our capital
structure and the value of the Notes.
Although the Notes are referred to as "senior notes," the Notes will be unsecured and will be effectively subordinated to
any of our secured debt.
The Notes will be our unsecured general obligations and will be effectively subordinated to any existing or future secured debt
obligations that we may incur to the extent of the value of the assets securing that debt. If we are involved in a bankruptcy,
liquidation, dissolution, reorganization or similar proceeding, or upon a default in payment on, or the acceleration of, our secured
debt, our assets will be available to pay obligations on the Notes only after all secured debt has been paid in full from the assets
securing such debt. We may not have sufficient assets remaining to pay amounts due on any or all of the Notes then outstanding.
If we default or any of our subsidiaries defaults on obligations to pay indebtedness, we may not be able to make
payments on the Notes.
Any default under agreements governing our indebtedness or the indebtedness of our subsidiaries, including any default
under our three-year, $4.0 billion revolving credit facility, our five-year, $10.5 billion revolving credit facility, our 364-day
$1.95 billion revolving credit facility, our three-year, $3.0 billion revolving credit facility or any future revolving credit facility that we
may enter into, including the New 364-Day Revolving Facility, by us or certain of our subsidiaries, that is not waived by the
required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from making (or adversely affect
our ability to make) required payments on the Notes and could substantially decrease the market value of the Notes. If we or our
subsidiaries are unable to generate sufficient cash flows and we or they are otherwise unable to obtain funds necessary to meet
required payments on our or their indebtedness, or if we or they otherwise fail to comply with the various covenants, including any
financial and operating covenants, in the instruments governing such indebtedness, we or they could be in default under the terms
of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could, among other
things, elect to declare all the funds borrowed thereunder to be due and payable and/or terminate their funding commitments, and
we or our subsidiaries could be forced into bankruptcy or liquidation. A default under our or our subsidiaries' other indebtedness will
not constitute a default under the Notes.
There are currently no markets for the Notes, and we cannot assure you that active trading markets for the Notes will
develop.
The Notes will be new securities for which there currently are no established markets. The Notes will not be listed on any
securities exchange. We can give you no assurance as to whether any trading markets for the Notes will ever develop or continue,
as to your ability to sell the Notes or as to the prices at which you may be able to sell your Notes. The liquidity of any market for
the Notes of each series will depend on a number of factors, including the number of holders of the Notes, prevailing interest rates,
https://www.sec.gov/Archives/edgar/data/1467858/000119312520139180/d889689d424b5.htm[5/12/2020 8:35:07 AM]

Document Outline

#1">
- #1">