General Motors Corporation and Subsidiaries - Page 27




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          profit turned on the fleet customer's buying leverage and the                
          services the independent GM dealer provided to the fleet                     
          customer.                                                                    
               In connection with a purchase of fleet vehicles, GM made                
          incentives available to fleet customers.  As an incentive to                 
          these fleet customers, GM offered below-market interest rate                 
          financing through GMAC or offered to assist a fleet customer in              
          obtaining below-market interest rate financing from an unrelated             
          lender.  Generally, fleet customers opted to use the below-market            
          financing provided by GMAC, but occasionally fleet customers used            
          below-market financing provided by an unrelated lender.                      
               Unlike sales to retail customers, the independent GM dealer             
          who helped complete a fleet transaction had no role in the                   
          financing of the fleet vehicles purchased.  The fleet customer               
          did not execute an RISC with an independent GM dealer; instead,              
          GMAC or an unrelated lender lent the money directly to the fleet             
          customers (fleet loans).  In fleet transactions, GMAC used a                 
          chattel mortgage type financing document.  GMAC lent the money to            
          the fleet customers and took a security position in the fleet                
          vehicles as collateral.  Any below-market interest rate offered              
          to fleet customers on fleet loans was a reduction in GMAC's                  
          otherwise available "lending rate".17                                        

               17  GMAC established its lending rate the same way it                   
                                                              (continued...)           





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Last modified: May 25, 2011