GM 10-K Annual Report Dec. 31, 2020 | Alphaminr

GM 10-K Fiscal year ended Dec. 31, 2020

GENERAL MOTORS CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Nature Of Operations and Basis Of PresentationNote 2. Significant Accounting PoliciesNote 3. RevenueNote 4. Marketable and Other SecuritiesNote 5. Gm Financial Receivables and TransactionsNote 6. InventoriesNote 7. Equipment on Operating LeasesNote 8. Equity in Net Assets Of Nonconsolidated AffiliatesNote 9. PropertyNote 10. Goodwill and Intangible AssetsNote 11. Variable Interest EntitiesNote 12. Accrued and Other LiabilitiesNote 13. DebtNote 14. Derivative Financial InstrumentsNote 15. Pensions and Other Postretirement BenefitsNote 16. Commitments and ContingenciesNote 17. Income TaxesNote 18. Restructuring and Other InitiativesNote 19. Interest Income and Other Non-operating IncomeNote 20. Stockholders Equity and Noncontrolling InterestsNote 21. Earnings Per ShareNote 22. Discontinued OperationsNote 23. Stock Incentive PlansNote 24. Segment ReportingNote 25. Supplemental Information For The Consolidated Statements Of Cash FlowsNote 26. Subsequent EventItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIPart IVItem 15. Exhibit and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Master Agreement, dated as of March 5, 2017, between General Motors HoldingsLLC and Peugeot S.A., incorporatedby reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of General Motors Company filed April 28, 2017 IncorporatedbyReference 2.2 Purchase Agreementdated as of May 31, 2018,by and among General Motors Holdings LLC, GM Cruise Holdings LLC, and Softbank Vision Fund(AIV M1), L.P.incorporatedby reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of General Motors Company filed July 25, 2018 IncorporatedbyReference 2.3 Purchase Agreement by and between GM Cruise Holdings LLC and Honda Motor Co., LTD., dated October 3, 2018, incorporatedby reference to Exhibit 2.3 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2019 IncorporatedbyReference 3.1 Restated Certificate of Incorporation of General Motors Company dated December 7, 2010, incorporatedby reference to Exhibit 3.2 to the Current Report on Form 8-K of General Motors Company filed December 13, 2010 IncorporatedbyReference 3.2 General Motors Company Amended and Restated Bylaws, as amended August 14, 2018, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of General Motors Company filed August 20, 2018 Incorporated by Reference 4.1 Description of Securities, incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K of General Motors Company filed February 5, 2020 Incorporated by Reference 4.2 Indenture,dated as of September 27, 2013, between General Motors Company and the Bank of New York Mellon, as Trustee, incorporatedby reference to Exhibit 4.2 to the Registration Statement on Form S-3 of General Motors Company filed April 30, 2014 Incorporated by Reference 4.3 First Supplemental Indenture,dated as of September 27, 2013 to the Indenture dated as of September 27, 2013 between General Motors Company and the Bank of New York Mellon, as Trustee, incorporatedby reference to Exhibit 4.3 to the Registration Statement on Form S-4 of General Motors Company filed May 22, 2014 Incorporated by Reference 4.4 Second Supplemental Indenture,dated as of November 12, 2014 to the Indenture dated as of September 27, 2013 between General Motors Company and the Bank of New York Mellon, as Trustee, incorporatedby reference to Exhibit 4.4 to the Current Report on Form 8-K of General Motors Company filed November 12, 2014 Incorporated by Reference 4.5 Third Supplemental Indenture, dated as of February 23, 2016, to the Indenture, dated as of September 27, 2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, incorporatedby reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company filed February 23, 2016 Incorporated by Reference 4.6 Fourth Supplemental Indenture, dated as of August 7, 2017, to the Indenture, dated as of September 27, 2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, incorporatedby reference to Exhibit 4.1 to the Current Report on Form 8-K of General Motors Company filed August 8, 2017 Incorporated by Reference 4.7 Fifth Supplemental Indenture, dated as of September 10, 2018, to the Indenture, dated as of September 27, 2013, between General Motors Company, as issuer, and The Bank of New York Mellon, as Trustee, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company filed September 10, 2018 Incorporated by Reference 4.8 Sixth Supplement Indenture, dated as of May 12, 2020, to the Indenture. dated as of September 27, 2013, between General Motors Company, asissuer, and The Bank of New York Mellon, as Trustee, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of General Motors Company filed May 12, 2020 Incorporated by Reference 4.9 Calculation Agency Agreement, dated as of September 10, 2018 between General Motors Company and the Bank of New York Mellon, as calculation agent, incorporatedby reference to Exhibit 4.3 to the Current Report on Form 8-K of General Motors Company filed September 10, 2018 Incorporated by Reference 10.1 Stockholders Agreement, dated as of October 15, 2009,amongGeneral Motors Company, the United States Department of the Treasury, Canada GEN Investment Corporation (fka 7176384 Canada Inc.), the UAW Retiree Medical Benefits Trust, and, for limited purposes, General Motors LLC, incorporatedby reference to Exhibit 10.8 to the Current Report on Form 8-K of General Motors Company filed November 16, 2009 Incorporated by Reference 10.2* Form of Compensation Statement, incorporatedby reference to Exhibit 10.14 to the Annual Report on Form 10-K of General Motors Company filed April 7, 2010 Incorporated by Reference 10.3* General Motors Company Executive Retirement Plan, with modifications through October 10, 2012, incorporatedby reference to Exhibit 10.12 to the Annual Report on Form 10-K of General Motors Company filed February 15, 2013 Incorporated by Reference 10.4* Amendment No. 1 to General Motors Company Executive Retirement Plan, with modifications through October 10, 2012, incorporatedby reference to Exhibit 10.2 to the Current Report on Form 8-K of General Motors Company filed February 3, 2016 Incorporated by Reference 10.5* General Motors Company 2014 Long-Term Incentive Plan, incorporatedby reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed June 12, 2014 Incorporated by Reference 10.6* Form of Non-Qualified Stock Option Agreement under the 2014 Long-Term Incentive Plan, incorporatedby reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed July 30, 2015 Incorporated by Reference 10.7* General Motors Company 2016 Equity Incentive Plan, incorporatedby reference to Exhibit 99.1 to the Registration Statement on Form S-8 of General Motors Company filed May 13, 2016 Incorporated by Reference 10.8* General Motors Company Vehicle Operations - Senior Management Vehicle Program (SMVP) Supplement, revised December 15, 2005, incorporatedby reference to Exhibit 10(g) to the Annual Report on Form 10-K of Motors Liquidation Company filed March 28, 2006 Incorporated by Reference 10.9* Form of Director and Officer Indemnification Agreement, incorporatedby reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of General Motors Company filed April 21, 2016 Incorporated by Reference 10.10* General Motors Company 2017 Short-Term Incentive Plan, incorporatedby reference to Exhibit 10.25 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2018 Incorporated by Reference 10.11* General Motors Company 2017 Long-Term Incentive Plan, incorporatedby reference to Exhibit 4.1 to the Registration Statement on Form S-8 of General Motors Company filed June 16, 2017 Incorporated by Reference 10.12* Form of Performance Share Unit Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan, incorporatedby reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed April 26, 2018 Incorporated by Reference 10.13* Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan, incorporatedby reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of General Motors Company filed April 26, 2018 Incorporated by Reference 10.14* Form of Performance Share Unit Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed May 6, 2020 Incorporated by Reference 10.15* Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2017 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of General Motors Company filed May 6, 2020 Incorporated by Reference 10.16* Form of Restricted StockUnit Award Agreement under the General Motors Company 2017 Long- Term Incentive Plan, incorporated by reference to Exhibit 10.5 to theQuarterly Report on Form 10-Q of General Motors Company filed July 29,2020 Incorporated by Reference 10.17* Amended and Restated General Motors LLC U.S. Executive Severance Program, incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2019 Incorporated by Reference 10.18* Form of Time Sharing Agreement, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of General Motors Company filed October 29, 2019 IncorporatedbyReference 10.19* The General Motors Company Deferred Compensation Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K of General Motors Company filed February 5, 2020 Incorporated by Reference 10.20* General Motors Company 2020 Long-Term Incentive Plan, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 of General Motors Company filed June 25, 2020 Incorporated by Reference 10.21* Form of Performance Share Unit Award Agreement No.1 under the General Motors Company 2020 Long-Term Incentive Plan Filed Herewith 10.22* Form of Performance Share Unit Award Agreement No.2 under the General Motors Company 2020 Long-Term Incentive Plan Filed Herewith 10.23* Form of Non-Qualified Stock Option Award Agreement under the General Motors Company 2020 Long- Term Incentive Plan Filed Herewith 10.24* Form of Restricted Stock Unit Award Agreement under the General Motors Company 2020 Long-Term Incentive Plan Filed Herewith 10.25 Amended and Restated Master Agreement, dated as of December 19, 2012, between General Motors Holdings LLC and Peugeot S.A., incorporatedby reference to Exhibit 10.24 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2014 IncorporatedbyReference 10.26 Amendment, dated May 2, 2017 to the Master Agreement between General Motors Holdings, LLC and Peugeot S.A., incorporatedby reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of General Motors Company filed July 25, 2017 Incorporated by Reference 10.27 Amendment Number 2, dated July 30, 2017, to the Master Agreement between General Motors Holdings, LLC and Peugeot S.A., incorporatedby reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of General Motors Company filed October 24, 2017 Incorporated by Reference 10.28 Amendment Number 3, dated October 30, 2017, to the Master Agreement between General Motors Holdings, LLC and Peugeot S.A., incorporatedby reference to Exhibit 10.31 to the Annual Report on Form 10-K of General Motors Company filed February 6, 2018 Incorporated by Reference 10.29 Third Amended and Restated 3-Year Revolving Credit Agreement, dated as of April 18, 2018, among General Motors Company, General Motors Financial Company, Inc., GM Global Treasury CentreLimited, General Motors do Brasil Ltda., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time partiesthereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed April 20, 2018 Incorporated by Reference 10.30 Amendment No. 1, dated April 24, 2020, to the Third Amended and Restated 3-Year Revolving Credit Agreement, dated April 18, 2018, among GeneralMotors Company, General Motors Financial Company, Inc., General Motors do Brazil Ltda., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed April 27, 2020 Incorporated by Reference 10.31 Third Amended and Restated 5-Year Revolving Credit Agreement, dated as of April 18, 2018, among General Motors Company, General Motors Financial Company, Inc., GM Global Treasury CentreLimited, General Motors do Brasil Ltda., the subsidiary borrowers from time to time parties thereto, the several lenders from time to time partiesthereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of General Motors Company filed April 20, 2018 Incorporated by Reference 10.32 3-Year Revolving Credit Agreement among General Motors Company, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporatedby reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed January 14, 2019 Incorporated by Reference 10.33 Second Amended and Restated 364-Day Revolving Credit Agreement, dated as of April 14, 2020, among General Motors Company, General Motors Financial Company, Inc.,the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of General Motors Company filed April 17, 2020 Incorporated by Reference 10.34 364-Day Revolving Credit Agreement, dated May13, 2020, by and among General Motors Company, the subsidiary borrowers from time to time parties thereto, the several lenders from time to timeparties thereto, JPMorgan Chase Bank, N.A.,as administrative agent, and Citibank, N.A., as syndication agent, incorporatedby reference to Exhibit 10.1 of the Current Report on Form8-K of General Motors Company filed May 13,2020 Incorporated by Reference 10.35 Fifth Amended and Restated Limited Liability Company Agreement of GM Cruise Holdings LLC, datedDecember 18, 2019,incorporated by reference toExhibit10.28 to the Annual Report on Form 10-K of General Motors Company filed February 5, 2020 Incorporated by Reference 21 Subsidiaries and Joint Ventures of the Registrant as of December 31,2020 Filed Herewith 23 Consent of Ernst & Young LLP Filed Herewith 24 Power of Attorney for Directors of General Motors Company Filed Herewith 31.1 Section 302 Certification of the Chief Executive Officer Filed Herewith 31.2 Section 302 Certification of the Chief Financial Officer Filed Herewith 32 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished with this Report