Debt

Automotive

The following table summarizes the carrying amount and fair value of debt (dollars in millions):



	June 30, 2012		December 31, 2011
Carrying amount	$	5,143	$	5,295
Fair value(a)	$	5,649	$	5,467

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(a)	The fair value of debt included $4.4 billion measured utilizing Level 2 inputs at June 30, 2012 and December 31, 2011. The fair value of debt included $1.2 billion and $1.1 billion measured utilizing Level 3 inputs at June 30, 2012 and December 31, 2011.

The Level 2 fair value measurements utilize a discounted cash flow model. The valuation is reviewed internally by personnel with appropriate expertise in valuation methodologies. This model utilizes observable inputs such as contractual repayment terms and benchmark forward yield curves plus a spread that is intended to represent our nonperformance risk for secured or unsecured obligations. We estimate our nonperformance risk using our corporate credit rating, the rating on our secured revolver, yields on traded bonds of companies with comparable credit ratings and risk profiles. We acquire the benchmark yield curves and nonperformance risk spread from independent sources that are widely used in the financial industry. In certain circumstances we adjust the valuation of debt for additional nonperformance risk or potential prepayment probability scenarios. We may use a probability weighting of prepayment scenarios when the stated rate exceeds market rates and the instrument contains prepayment features. The prepayment scenarios are adjusted to reflect the views of market participants. The fair value measurements subject to additional adjustments for nonperformance risk or prepayment have been categorized within Level 3.

In the three months ended March 31, 2012 we prepaid and retired a debt obligation of $39 million with a carrying amount of $21 million and we recorded a loss on extinguishment of debt of $18 million which primarily represented the unamortized debt discount.

Automotive Financing - GM Financial

The following table summarizes the current and non-current portion of debt (dollars in millions):



	June 30, 2012		December 31, 2011
Short-term debt and current portion of long-term debt	$	3,732	$	4,118
Long-term debt	5,918		4,420
Total GM Financial debt	$	9,650	$	8,538

The following table summarizes the carrying amount and fair value of debt (dollars in millions):



		June 30, 2012				December 31, 2011
	Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Credit facilities
Medium-term note facility	3	$	215	$	216	$	294	$	294
Syndicated warehouse facility	2	—		—		621		621
Lease warehouse facilities	2	308		308		181		181
Bank funding facility	3	—		—		3		3
Total credit facilities		523		524		1,099		1,099
Securitization notes payable
Securitization notes payable	1	7,986		8,081		6,938		6,946
Private securitization 2012-PP1	3	640		650
Total securitization notes payable		8,626		8,731		6,938		6,946
Senior notes and convertible senior notes	2	501		544		501		511
Total GM Financial debt		$	9,650	$	9,799	$	8,538	$	8,556

The carrying amount of the syndicated warehouse facility and lease funding facilities is considered to be a reasonable estimate of fair value because these facilities have variable rates of interest and maturities of approximately one year. The fair value of the bank funding facility, securitization notes payable and senior notes and convertible senior notes are based on quoted market prices, when available. If quoted prices are not available the market value is estimated by discounting future net cash flows expected to be settled using a current risk-adjusted rate.

GM Financial uses observable and unobservable inputs to estimate fair value of the medium-term note facility. Observable inputs are used regarding an advance rate on the receivables to generate an estimated debt amount as well as the interest rate used to calculate the series of estimated principal payments. Those series of interest payments are discounted using an unobservable interest rate based on the most recent securitization in order to estimate fair value which would approximate the replacement value.

GM Financial uses observable and unobservable inputs to estimate fair value for the private securitization 2012 - PPI. Unobservable inputs are related to the structuring of the debt into various classes, which is based on public securitizations issued during the same time frame. Observable inputs are used by obtaining active prices based on the securitization debt issued during the same time frame. These observable inputs are then used to create expected market prices (unobservable inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

Credit Facilities

The following table summarizes further details regarding terms and availability of GM Financial's credit facilities at June 30, 2012 (dollars in millions):



	Facility Amount		Advances Outstanding		Assets Pledged		Restricted Cash Pledged(a)
Syndicated warehouse facility(b)	$	2,500	$	—	$	—	$	—
U.S. lease warehouse facility(c)	$	600	—		—		—
Canada lease warehouse facility(d)	$	589	308		478		2
Medium-term note facility(e)			215		236		84
			$	523	$	714	$	86

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(a)	These amounts do not include cash collected on finance receivables pledged of $29 million which is included in Restricted cash and marketable securities.


(b)	In May 2012 GM Financial increased the Syndicated warehouse facility amount from $2.0 billion to $2.5 billion and extended the maturity date to May 2013.


(c)	In January 2012 GM Financial extended the maturity date of the lease warehouse facility for lease originations in the U.S. to January 2013. Borrowings on the facility are collateralized by leased assets.


(d)	In July 2012 GM Financial increased the lease warehouse facility for lease originations in Canada from CAD $600 million to CAD $800 million and extended the maturity date to July 2013. Borrowings in the facility are collateralized by leased assets. The facility amount represents CAD $600 million at June 30, 2012 and the advances outstanding amount represents CAD $314 million at June 30, 2012.


(e)	The revolving period under this facility has ended and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged until October 2016 when any remaining amount outstanding will be due and payable.

Securitization Notes Payable

Securitization notes payable represents debt issued by GM Financial in securitization transactions. The following table summarizes securitization notes payable (dollars in millions):



	June 30, 2012								December 31, 2011
Year of Transactions	Maturity Dates(a)		Original Note Amounts	Original Weighted- Average Interest Rates	Total Receivables Pledged		Note Balance		Note Balance
2006	January 2014	$	1,200	5.4%	$	—	$	—	$	63
2007	April 2014 - March 2016	$	1,000 - 1,500	5.3% - 5.5%	—		—		794
2008	October 2014 - April 2015	$	500 - 750	6.0% - 10.5%	346		124		171
2009	January 2016 - July 2017	$	227 - 725	2.7% - 7.5%	300		221		298
2010	July 2017 - April 2018	$	200 - 850	2.2% - 3.8%	1,582		1,395		1,756
2011	July 2018 - March 2019	$	800 - 1,000	2.4% - 2.9%	3,374		3,105		3,813
2012	June 2019 - November 2019	$	800 - 1,200	1.9% - 2.9%	3,948		3,758
					$	9,550	8,603		6,895
Purchase accounting premium							23		43
Total securitization notes payable							$	8,626	$	6,938

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(a)	Maturity dates represent final legal maturity of securitization notes payable. Securitization notes payable are expected to be paid based on amortization of the finance receivables pledged to the trusts.