General Motors 2011 Annual Report Download - page 75

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General Motors Company, its Directors, and Stockholders:
We have audited the accompanying Consolidated Balance Sheets of General Motors Company and subsidiaries as of December 31,
2011 (Successor) and 2010 (Successor), and the related Consolidated Statements of Operations, Cash Flows and Equity (Deficit) for
the years ended December 31, 2011 (Successor) and 2010 (Successor) and the period July 10, 2009 through December 31, 2009
(Successor), and the Consolidated Statements of Operations, Cash Flows and Equity (Deficit) of General Motors Corporation and
subsidiaries for the period January 1, 2009 through July 9, 2009 (Predecessor) (Successor and Predecessor collectively, the Company).
Our audits also included Schedule II — Valuation and Qualifying Accounts (the “financial statement schedule”). These financial
statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of General
Motors Company and subsidiaries at December 31, 2011 (Successor) and 2010 (Successor), and the results of their operations and
their cash flows for the years ended December 31, 2011 (Successor) and 2010 (Successor) and the period July 10, 2009 through
December 31, 2009 (Successor), and the results of operations and cash flows of General Motors Corporation and subsidiaries for the
period January 1, 2009 through July 9, 2009 (Predecessor), in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 3 to the consolidated financial statements, the Successor adopted amendments in Accounting Standards
Update (ASU) 2010-28 and 2011-08 to Accounting Standards Codification (ASC) Topic 350, Intangibles-Goodwill and Other,
effective January 1, 2011 and October 1, 2011, respectively.
As discussed in Note 15 to the consolidated financial statements, the Successor adopted amendments to Accounting Standards
Codification (ASC) Topic 810, Consolidation, effective January 1, 2010.
As discussed in Note 32 to the consolidated financial statements, on July 10, 2009 the Successor completed the acquisition of
substantially all of the assets and assumed certain of the liabilities of the Predecessor in accordance with the Amended and Restated
Master Sale and Purchase Agreement pursuant to Section 363(b) of the Bankruptcy Code and the Bankruptcy Court sale order dated
July 5, 2009. Accordingly, the accompanying consolidated financial statements have been prepared in accordance with ASC Topic
852, Reorganizations. The Successor applied fresh-start reporting and recognized the acquired net assets at fair value, resulting in a
lack of comparability with the prior period financial statements of the Predecessor.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Successor’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control —
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
February 27, 2012 expressed an unqualified opinion on the Successor’s internal control over financial reporting.
Detroit, Michigan
February 27, 2012
General Motors Company 2011 Annual Report 73