On March 5, 2017, General Motors Holdings LLC, a wholly owned
subsidiary of General Motors Company (the Company) and a limited
liability company organized under the laws of the State of
Delaware (the Seller), entered into a Master Agreement (the
Agreement) with PSA Group (the Purchaser). to the Agreement, the
Purchaser will acquire the Companys Opel and Vauxhall businesses
and certain other assets in Europe (the Opel/Vauxhall Business)
and, together with a financial partner, the Companys European
financial subsidiaries and branches (the Fincos and, together
with the Opel/Vauxhall Business, the Transferred Business),
including all of the equity interests of certain subsidiaries of
the Company, certain minority interests and substantially all of
the assets of the Companys subsidiary, Adam Opel AG, a German
Aktiengesellschaft>(AOAG).

The net consideration to be paid for the Opel/Vauxhall Business
under the Agreement has an estimated value of approximately $1.2
billion (1.1 billion), consisting of (i) approximately $0.9
billion (891 million) in cash and (ii) warrants (valued at
approximately $0.7 billion (649 million) based on recent trading
prices of Purchasers shares), less (iii) an approximately $0.4
billion (400 million) de-risking premium payment to the Purchaser
for the assumption of certain underfunded pension liabilities by
the Purchaser. The warrants are not exercisable for five years
and do not include any governance or voting rights with respect
to the Purchaser. In addition, the Company has agreed to sell the
shares of the Purchaser received upon exercise of the warrants
within 35 days after exercise. The net consideration to be paid
for the Fincos will be 0.8 times their book value at closing,
which the Company estimates will be approximately $1 billion (927
million). The purchase price is subject to certain working
capital and other adjustments as provided in the Agreement.

The transfer of the Transferred Business is subject to the
satisfaction of various closing conditions, including receipt of
necessary antitrust, financial and other regulatory approvals,
the reorganization of the Transferred Business, including pension
plans in the United Kingdom (as described below), the completion
of the contribution or sale by AOAG of its assets and liabilities
to a subsidiary, the transfer of GMAC UK plcs interest in
SAIC-GMAC Automotive Finance Company Limited to General Motors
Financial Company, Inc. or an alternate entity designated by the
Seller (unless either party elects to close without completion of
the transfer), and the continued accuracy (subject to certain
exceptions) at closing of certain of the Sellers representations
and warranties. The transfer of the Opel/Vauxhall Business is
expected to close by the end of 2017. The transfer of the Fincos
will close as soon as practicable after the receipt of necessary
antitrust, financial and other regulatory approvals, which may be
after the transfer of the Opel/Vauxhall Business. The transfer of
the Fincos will not occur unless the transfer of the
Opel/Vauxhall Business occurs. There can be no assurance that all
required governmental consents or clearances will be obtained or
that the other closing conditions will be satisfied.

Issuance of the warrants is subject to approval by shareholders
of the Purchaser holding at least two-thirds of the voting rights
attributable to the Purchasers ordinary shares at a meeting
scheduled to be held on May 10, 2017. Holders of approximately
51.5% of the voting rights attributable to the Purchasers
ordinary shares have agreed with the Purchaser to vote their
shares in favor of approval. In the event the Purchasers
shareholders do not approve issuance of the warrants, the
Purchaser will instead pay the Seller approximately $0.7 billion
(649 million), payable in five equal cash installments on each
anniversary of the closing date.

The Seller and the Purchaser have each made customary
representations, warranties and covenants in the Agreement,
including, among others, covenants by the Seller to conduct the
Transferred Business in the ordinary course between the execution
of the Agreement and the consummation of the transaction.

The Seller has agreed to indemnify the Purchaser for certain
losses resulting from any inaccuracy of the representations and
warranties or breaches of covenants of the Seller in the
Agreement and for certain other liabilities. Certain (but not
all) of these indemnification obligations are subject to time
limitations, thresholds and/or caps as to amount. Upon entry into
the Agreement, the Company entered into a guarantee, dated as of
March 5, 2017, for the benefit of the Purchaser and to which the
Company has agreed to guarantee the Sellers indemnification
obligations.

The Seller will retain net underfunded pension liabilities of
approximately $6.5 billion primarily to current pensioners and
former employees of the Transferred Business with vested pension
rights. The Purchaser will assume approximately $2.8 billion (2.6
billion) of net underfunded pension liabilities primarily with
respect to active employees of the Transferred Business, and at
closing, the Seller will make payments to the Purchaser (or a
pension funding vehicle) of approximately $3.2 billion (3.0
billion) in respect of these assumed liabilities, inclusive of
the approximately $0.4 billion (400 million) de-risking premium
payment described above. The pension liabilities described in
this Current Report on Form 8-K are calculated as of December 31,
2016. The actual pension liabilities retained by the Seller and
assumed by the Purchaser, as applicable, will be determined at
the closing date and, as a result, may differ from the amounts
reported herein.

The Seller will retain responsibility for the existing United
Kingdom defined benefit pension plans related to the Transferred
Business, including responsibility for service accruals through
the closing date. Those plans with active participants are
expected to close to future accrual as of the day before the
closing date, subject to and without prejudice to, the legally
required consultation procedures. Retention of these plans will
be implemented by a reorganization of the relevant pension plans
that will require the consent of the trustees of these plans.
There can be no assurances regarding the employee consultation
process, that the trustees consent will be obtained, or that the
trustees will not impose additional conditions to granting
consent.

The Seller has agreed to provide certain transitional services to
the Purchaser for a limited period of time following closing and
not to engage in certain competing businesses in Europe for a
period of three years.

The Agreement contains certain termination rights for both the
Seller and the Purchaser, including if certain closing conditions
have not been satisfied on or before June 1, 2018. If the
transfer of the Opel/Vauxhall Business is completed by such date,
but the completion of the transfer of any of the Fincos has not
been completed within 18 months after the closing of the transfer
of the Opel/Vauxhall Business, the Seller will retain and
liquidate the remaining Fincos.

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Agreement, which will be filed as an exhibit to the Companys
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2017.

ITEM 2.05 Costs Associated with Exit or Disposal Activities

In connection with the transaction described under Item 1.01
above, which description is incorporated herein by reference, the
Company expects to recognize a special charge of approximately
$4.0 to $4.5 billion. The charge principally consists of
valuation allowances of approximately $2.7 billion related to
certain deferred tax assets that will no longer be realizable
upon transfer of the Transferred Business, the approximately $0.4
billion (400 million) de-risking premium payment and the
recognition of approximately $1.2 billion of previously deferred
pension losses. The other components of the disposal result in
gains and losses that largely offset. As discussed in Item 1.01
above, at closing, cash payments of approximately $3.2 billion
(3.0 billion) will be made to the Buyer for assumed pension
liabilities, inclusive of the approximately $0.4 billion (400
million) de-risking premium payment included in the special
charge. At a future reporting date, the Transferred Business will
be presented as held for sale and as discontinued operations
following the receipt of certain consents and approvals also
described in Item 1.01 above.

All of the above charges, the nature of such charges and the
effect of such charges are estimates only and are subject to
change.

We have assumed an exchange rate of $1.054/1.00 for this Current
Report on Form 8-K.

This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934, as amended. These statements involve estimates,
expectations, projections, goals, assumptions, known and unknown
risks, and uncertainties and typically include words or
variations of words such as anticipate, believe, intend, predict
outlooks, objective, forecast, will or may or other comparable
terms and phrases. All statements that address results, events or
developments that the Company expects or anticipates will occur
in the future are forward-looking statements. Forward-looking
statements are subject to risks and uncertainties that could
cause actual results to differ materially from those suggested by
the forward-looking statements. Factors that might cause such
differences include, but are not limited to, a variety of
economic, competitive and regulatory factors, many of which are
beyond the Companys control and are described in the Companys
Annual Report on Form 10-K for the year ended December 31, 2016,
as well as additional factors it may describe from time to time
in other filings with the U.S. Securities and Exchange
Commission. Forward-looking statements provide the Companys
current expectations or predictions of future conditions, events
or results and speak only as of the date they are made, and the
Company can provide no assurance that these expectations and
predictions will prove to have been correct and actual results
may vary materially. The Company disclaims any obligation to
publicly update or revise any forward-looking statements, except
as required by law.

ITEM 7.01 Regulation FD Disclosure

On March 6, 2017, the Company issued a press release announcing
entry into the Agreement. A copy of the press release announcing
entry into the Agreement is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01, including Exhibit 99.1, shall not
be deemed filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Item 7.01
shall not be incorporated by reference into any filing or other

document to the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such filing
or document.

ITEM 9.01 Financial Statements and Exhibits

EXHIBIT