General Motors 2012 Annual Report Download - page 94

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
The results of operations of GM Financial are included in our results beginning October 1, 2010. The following table summarizes
the actual amounts of revenue and earnings of GM Financial included in our consolidated financial statements for the years ended
December 31, 2012, 2011 and 2010, as well as the supplemental pro forma revenue and earnings of the combined entity for the year
ended December 31, 2010 as if the acquisition had occurred on January 1, 2010 (dollars in millions):
GM Financial Amounts For
Year Ended December 31,
Pro Forma-
Combined
(Unaudited)
2012 2011 2010
Year Ended
December 31, 2010
Total net sales and revenue ................................................ $1,961 $1,410 $281 $136,645
Net income attributable to stockholders ...................................... $ 567 $ 440 $ 90 $ 6,651
The supplemental pro forma information was adjusted to give effect to the tax effected amortization of a premium on finance
receivables and a premium on securitization notes payable and other borrowings, depreciation and amortization related to other assets
and acquisition related costs. The pro forma information should not be considered indicative of the results had the acquisition been
consummated on January 1, 2010, nor are they indicative of future results.
Sale of Nexteer
In November 2010 we completed the sale of Nexteer Automotive Corporation (Nexteer), a manufacturer of steering components
and half-shafts, which was included in our GMNA segment, to Pacific Century Motors. The sale of the Nexteer business included the
global steering business which was acquired in October 2009.
We received consideration of $426 million in cash and a $39 million promissory note in exchange for 100% of our ownership
interest in Nexteer and recorded a gain of $60 million on the sale which is recorded in Interest income and other non-operating
income, net. Subsequent to the sale, Nexteer became one of our third-party suppliers. During the year ended December 31, 2010
Nexteer recorded revenue of $1.8 billion, of which $939 million were sales to us.
Acquisition of GMS
In October 2010 we acquired 100% of the outstanding equity interest of GMS for cash of one Euro from MLC. We recorded the
fair value of the assets acquired and liabilities assumed as of October 1, 2010 and have included GMS’s results of operations and cash
General Motors Company 2012 ANNUAL REPORT 91