General Motors 2011 Annual Report Download - page 97

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes the consideration paid, acquisition-related costs, and the assets acquired and liabilities assumed
recognized at the acquisition date in connection with the acquisition of AmeriCredit (dollars in millions, except per share amounts):
Successor
October 1, 2010
Consideration
Cash paid to AmeriCredit common shareholders of $24.50 per share ........................................ $3,327
Cashpaidtocanceloutstandingstockwarrants ......................................................... 94
Cashpaidtosettleequity-basedcompensationawards ................................................... 33
Total consideration ............................................................................... $3,454
Acquisition-relatedcosts(a) ........................................................................ $ 43
Assets acquired and liabilities assumed
Cash ........................................................................................... $ 538
Restricted cash ................................................................................... 1,136
Finance receivables (b) ............................................................................ 8,231
Other assets, including identifiable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
Securitization notes payable and other borrowings (c) .................................................... (7,564)
Other liabilities .................................................................................. (352)
Identifiable net assets acquired ...................................................................... 2,189
Goodwill resulting from the acquisition of AmeriCredit .................................................. 1,265
$ 3,454
(a) Acquisition-related costs of $43 million were expensed as incurred. The acquisition related costs include $27 million recorded in
Automotive selling, general and administrative expense and $16 million recorded in GM Financial operating expenses and other.
(b) The fair value of Finance receivables was determined using a discounted cash flow approach. The contractual cash flows were
adjusted for estimated prepayments, defaults, recoveries, finance charge income and servicing costs and discounted using a
discount rate commensurate with risks and maturity inherent in the finance contracts. As of the acquisition date, the contractually
required payments receivable was $10.7 billion of which $9.7 billion was expected to be collected.
(c) The fair value of securitization notes payable and other borrowings was principally determined using quoted market rates.
We recorded goodwill in the amount of $1.3 billion for the excess of consideration paid over the fair value of the individual assets
acquired and liabilities assumed. Goodwill includes $153 million recorded to establish a valuation allowance for deferred tax assets
that was not applicable to GM Financial on a stand-alone basis. All of the goodwill was assigned to the GM Financial reporting unit.
The goodwill expected to be tax deductible is $159 million and was generated from previous acquisitions by GM Financial.
General Motors Company 2011 Annual Report 95