Discontinued Operations

On March 5, 2017 we entered into the Agreement to sell our European Business to PSA Group. On July 31, 2017 we closed the sale of our Opel/Vauxhall Business to PSA Group and on October 31, 2017 we closed the sale of the Fincos to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A.

The net consideration paid at closing for the European Business was $2.5 billion, consisting of (1) $2.2 billion in cash; and (2) $808 million in warrants in PSA Group; partially offset by (3) the $455 million de-risking premium payment made to PSA Group for assuming certain underfunded pension liabilities. The warrants are not exercisable for five years and do not include any governance or voting rights with respect to PSA Group. In addition, we agreed to sell the shares of PSA Group received upon exercise of the warrants within 35 days after exercise. The purchase price is subject to certain working capital adjustments as provided in the Agreement.

The total charge from the sale of the European Business was $6.2 billion, net of tax, of which $3.9 billion is recorded in Income (loss) from discontinued operations, net of tax, and $2.3 billion is recorded in Income tax expense. The charge relates to: (1) $4.3 billion of deferred tax assets that will no longer be realizable or that transferred to PSA Group; (2) $1.5 billion related to previously deferred pension losses and payment of the de-risking premium to PSA Group for its assumption of certain underfunded pension liabilities; (3) a pre-tax disposal loss of $525 million as a result of the sale of the Fincos, which includes the recognition of $197 million of foreign currency translation losses; (4) a pre-tax charge of $421 million for the cancellation of production programs resulting from the convergence of vehicle platforms between the European Business and PSA Group; and (5) other insignificant costs to support the separation of operations to be provided for a period of time following closing; partially offset by proceeds.

Refer to Note 17 to our consolidated financial statements for further details related to the working capital adjustments and indemnity provided by the Seller to PSA Group.

We retained net underfunded pension liabilities of $6.8 billion owed primarily to current pensioners and former employees of the European Business with vested pension rights. PSA Group assumed, pursuant to the Agreement, approximately $3.1 billion of net underfunded pension liabilities primarily with respect to active employees of the Opel/Vauxhall Business, and during the year ended December 31, 2017 the Seller made payments to PSA Group, or one or more pension funding vehicles, of $3.4 billion in respect of these assumed liabilities, which includes pension funding payments for active employees and the de-risking premium payment of $455 million discussed above. At closing we drew upon our three-year unsecured revolving credit facility to fund these payments. We issued debt securities, as described in Note 14, thereafter to repay the amount drawn on our credit facility. As part of the retained pension liabilities described above, we retained the U.K. defined benefit pension plans in existence at signing related to the Opel/Vauxhall Business, including responsibility for service cost accruals through the closing date. Those plans with active participants closed to future accrual as of July 30, 2017. Any future service cost accruals on and from the closing date will be the responsibility of PSA Group.

We have agreed to purchase from and supply to PSA Group certain vehicles for a period of time following closing. During the year ended December 31, 2017 Total net sales and revenue of $853 million and purchases and expenses of $218 million related to transactions with the Opel/Vauxhall Business that would have been eliminated in consolidation prior to the sale of the Opel/Vauxhall Business were included in continuing operations. During the year ended December 31, 2017 cash payments were $242 million and cash receipts of $1.2 billion were recorded in Net cash provided by operating cash flows - continuing operations related to transactions with the Opel/Vauxhall Business.

The following table summarizes the results of the European Business operations:



	Years Ended December 31,
	2017			2016			2015
Automotive net sales and revenue	$	11,257		$	19,704		$	19,075
GM Financial net sales and revenue	466			552			573
Total net sales and revenue	11,723			20,256			19,648
Automotive cost of sales	11,049			18,894			18,343
GM Financial interest, operating and other expenses	342			423			429
Automotive selling, general, and administrative expense	813			1,356			1,517
Other income and (expense) items	(72		)	93			(12		)
Loss from discontinued operations before taxes	553			324			653
Loss on sale of discontinued operations before taxes(a)(b)	2,176			—			—
Total loss from discontinued operations before taxes	2,729			324			653
Income tax expense (benefit)(b)(c)	1,483			(323		)	(678		)
Income (loss) from discontinued operations, net of tax	$	(4,212	)	$	(1	)	$	25

__________


(a)	Includes contract cancellation charges associated with the disposal for the year ended December 31, 2017.


(b)	Total loss on sale of discontinued operations, net of tax was $3.9 billion for the year ended December 31, 2017.


(c)	Includes $2.0 billion of deferred tax assets that transferred to PSA Group in the year ended December 31, 2017.

The following table summarizes the assets and liabilities of the European Business at December 31, 2016:



	December 31, 2016
Current Assets
Cash and cash equivalents	$	386
Accounts and notes receivable, net	938
GM Financial receivables, net	5,938
Inventories	2,748
Equipment on operating leases, net	786
Other current assets	382
Total current assets held for sale	11,178
Non-current Assets
GM Financial receivables, net	3,723
Property, net	3,217
Deferred income taxes	1,920
Other assets	515
Total non-current assets held for sale	9,375
Total Assets Held for Sale	$	20,553

Current Liabilities
Accounts payable (principally trade)	$	3,628
Short-term debt and current portion of long-term debt
Automotive	107
GM Financial	5,124
Accrued liabilities	3,299
Total current liabilities held for sale	12,158
Non-current Liabilities
Long-term debt
Automotive	85
GM Financial	4,189
Pensions	2,687
Other liabilities	665
Total non-current liabilities held for sale	7,626
Total Liabilities Held for Sale	$	19,784