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. For a further description of the terms and conditions refer to Note 3 of our 2017 Form 10-K.

Our wholly owned subsidiary (the Seller) has agreed to indemnify PSA Group for certain losses resulting from any inaccuracy of the representations and warranties or breaches of our covenants included in the Agreement and for certain other liabilities including certain emissions and product liabilities. The Company has entered into a guarantee for the benefit of PSA Group and pursuant to which the Company has agreed to guarantee the Seller's obligation to indemnify PSA Group. Certain of these indemnification obligations are subject to time limitations, thresholds and/or caps as to the amount of required payments.

Although the sale reduced our vehicle presence in Europe, we may still be impacted by actions taken by regulators related to vehicles sold before the sale. In Germany, the Kraftfahrt-Bundesamt (KBA) has indicated that it may issue an order converting Opel’s voluntary recall of certain vehicles with emission control systems into a mandatory recall for failure to comply with certain emissions regulations. Discussions and technical reviews remain ongoing among the parties. We believe that the emission control systems complied with the applicable regulations at the time the vehicles were manufactured, tested and sold. The Seller’s obligations to indemnify Opel may be triggered for certain losses and expenses of Opel if a mandatory recall is ordered. We are unable to estimate any reasonably possible loss or range of loss that may result from this matter.

During the three months ended March 31, 2018, we reached final agreement with PSA Group with respect to a number of post-closing working capital and other adjustments, as well as certain other matters related to the European Business. The cost of resolving these matters is classified in discontinued operations and was insignificant.

We will purchase from and supply to PSA Group certain vehicles for a period of time following closing. Total net sales and revenue of $561 million and $1.2 billion and purchases and expenses of $361 million and $837 million related to transactions with the Opel/Vauxhall Business were included in continuing operations during the three and six months ended June 30, 2018. Cash payments of $994 million and cash receipts of $1.5 billion were recorded in Net cash provided by (used in) operating activities – continuing operations related to transactions with the Opel/Vauxhall Business during the six months ended June 30, 2018.

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



	Three Months Ended					Six Months Ended
	June 30, 2018		June 30, 2017			June 30, 2018		June 30, 2017
Automotive net sales and revenue	$	—	$	5,005		$	—	$	9,704
GM Financial net sales and revenue	—		139			—		267
Total net sales and revenue	—		5,144			—		9,971
Automotive and other cost of sales	—		4,906			—		9,466
GM Financial interest, operating and other expenses	—		102			—		202
Automotive and other selling, general, and administrative expense	—		353			—		679
Other income (expense) items	—		(1		)	—		2
Loss from discontinued operations before taxes	—		218			—		374
Loss on sale of discontinued operations before taxes	—		836			70		836
Total loss from discontinued operations before taxes	—		1,054			70		1,210
Income tax expense (benefit)	—		(284		)	—		(371		)
Loss from discontinued operations, net of tax	$	—	$	770		$	70	$	839

In the three months ended June 30, 2017 we recognized a disposal loss of $324 million as a result of the Fincos being classified as held for sale, charges of $421 million for the cancellation of product programs resulting from the convergence of vehicle platforms between our European Business and PSA Group and other insignificant charges. These charges were recorded in Loss from discontinued operations, net of tax.