General Motors 2012 Annual Report Download - page 93

GENERAL MOTORS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We determined the excess of net assets acquired over consideration paid was attributable to the measurement differences between
the BsF denominated assets and liabilities valued using the official foreign exchange rate, as required by U.S. GAAP, and the
enterprise value which has been discounted to reflect the uncertainty surrounding our ability to convert the BsF to U.S. Dollars and the
risks of operating in a politically unstable country. The measurement differences do not qualify to be recorded in the application of the
acquisition method of accounting, and we recorded the excess of net assets acquired over the consideration paid as a bargain purchase
gain. The bargain purchase gain was recorded in Interest income and other non-operating income, net. We did not provide pro forma
financial information because we do not believe the information is material.
Acquisition of Additional GM Korea Interests
In March 2011 we completed the acquisition of an additional 6.9% interest in GM Korea Company (GM Korea) for cash of $100
million. The transaction was accounted for as an equity transaction as we retain the controlling financial interest in GM Korea. This
transaction reduced our equity attributable to Noncontrolling interests by $134 million and our Accumulated other comprehensive
income by $7 million and increased our Capital surplus by $41 million. We now own 77.0% of the outstanding shares of GM Korea.
Acquisition of AmeriCredit
In October 2010 we acquired 100% of the outstanding equity interests of AmeriCredit, an automotive finance company, renamed
General Motors Financial Company, Inc., for cash of $3.5 billion. This acquisition allows us to provide a more complete range of
financing options to our customers across the U.S. and Canada, specifically focusing on providing additional capabilities in leasing
and sub-prime vehicle financing options.
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):
October 1, 2010
Consideration
Cash paid to AmeriCredit common shareholders of $24.50 per share ........................................ $3,327
Cash paid to cancel outstanding stock warrants ......................................................... 94
Cash paid to settle equity-based compensation awards ................................................... 33
Total consideration ............................................................................... $3,454
Acquisition-related costs (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 and other expenses.
(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
General Motors Company 2012 ANNUAL REPORT90