General Motors Financial Company, Inc. (NYSE:GE) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01

On March5, 2017, General Motors Holdings LLC (the Seller), a
wholly owned subsidiary of General Motors Company (the Parent)
and the parent of General Motors Financial Company, Inc. (the
Company), entered into a Master Agreement (the Agreement) with
PSA Group (the Purchaser). to the Agreement, the Purchaser will
acquire, together with a financial partner, the Sellers European
financial subsidiaries and branches (collectively, the Fincos),
as well as the Parents Opel and Vauxhall businesses and certain
other assets in Europe (the Opel/Vauxhall Business and, together
with the Fincos, the Transferred Business), including all of the
equity interests of certain subsidiaries of the Parent, certain
minority interests and substantially all of the assets of the
Parents subsidiary, Adam Opel AG, a German
Aktiengesellschaft (AOAG).

The net consideration to be paid to the Company for the Fincos
will be 0.8 times their book value at closing, which the Company
estimates will be approximately $1 billion (927 million), subject
to certain adjustments including pension payments as provided in
the Agreement.

The transfer of the Opel/Vauxhall Business and the Fincos 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 certain pension plans in the United Kingdom,
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 the
Company 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.
However, there can be no assurance that the necessary approvals
for the transfer of all of the Fincos will be obtained or that
the other closing conditions under the Agreement will be
satisfied. 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
financial and other regulatory approvals, which may be after the
transfer of the Opel/Vauxhall Business. Certain of these
transfers may occur as late as 18 months after the closing of the
transfer of the Opel/Vauxhall Business, but if completion of the
transfer of any of the Fincos has not been completed by that
date, the Company will retain and liquidate the remaining Fincos.
The transfer of the Fincos will not occur unless the transfer of
the Opel/Vauxhall Business occurs.

The Agreement contains certain termination rights for both the
Seller and the Purchaser, including if certain closing conditions
with respect to the transfer of the Opel/Vauxhall Business have
not been satisfied on or before June1, 2018.

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
Opel/Vauxhall Business and the business of the Fincos in the
ordinary course between the execution of the Agreement and the
consummation of the transaction.

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
March31, 2017.

In connection with the transaction described under Item1.01
above, which description is incorporated herein by reference, the
Company expects to recognize a non-cash charge of approximately
$700 million to $800 million. The charge principally consists of
a disposal loss charge of approximately $250 million to $400
million depending on book value at closing, a tax liability of
approximately $100 million related to the reorganization of the
Fincos to be transferred and a charge related to the recognition
of foreign currency translation losses to be determined at the
closing date. At December31, 2016, the foreign currency
translation losses in shareholders equity were $338 million. At a
future reporting date, the Fincos will be presented as held for
sale and as discontinued operations following the receipt of
certain consents and approvals also described in Item1.01 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 Section27A of the Securities Act
of 1933 and Section21E 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,

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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 December31, 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.

On March6, 2017, the Parent 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 Item7.01, including Exhibit 99.1, shall not
be deemed filed for the purposes of Section18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information in this Item7.01
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.

EXHIBIT

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About General Motors Financial Company, Inc. (NYSE:GE)

General Electric Company is a global digital industrial company. The Company’s products and services range from aircraft engines, power generation and oil and gas production equipment to medical imaging, financing and industrial products. Its segments include Power, which offers products and services related to energy production and water reuse; Renewable Energy, which offers renewable power sources; Oil & Gas, which is engaged in drilling, completion, production and oil field operations; Aviation, which designs and produces commercial and military aircraft engines; Healthcare, which provides healthcare technologies; Transportation, which is a supplier to the railroad, mining, marine, stationary power and drilling industries; Energy Connections & Lighting, which offers grid solutions, industrial solutions, power conversation and lighting, and Capital, which offers products, including Industrial Finance, Energy Financial Services (EFS) and Energy Financial Services (EFS).

General Motors Financial Company, Inc. (NYSE:GE) Recent Trading Information

General Motors Financial Company, Inc. (NYSE:GE) closed its last trading session down -0.07 at 30.06 with 19,994,647 shares trading hands.