UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________

FORM 10-Q

(Mark One)



Qý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2013~~
2014



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ~~from~~ ________________ to ________________

Commission file number 1-10667

______________________________________________

General Motors Financial Company, Inc.

(Exact name of registrant as specified in its charter)




Texas		75-2291093
(State or other jurisdiction of ~~Incorporation~~incorporation or organization)		(I.R.S. Employer Identification No.)

801 Cherry Street, Suite 3500, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Q No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Q No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer"; "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	o	Accelerated filer	o	Non-accelerated filer	ý	Smaller Reporting Company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No Q

As of October ~~30, 2013~~,23, 2014, there were ~~502~~503 shares of the registrant’s common stock, par value ~~$0.01~~$1.00 per share, outstanding. All of the registrant’s common stock is owned by General Motors Holdings, LLC.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

INDEX TO FORM 10-Q




		Page

Part I. ~~FINANCIAL INFORMATION~~Financial Information

Item 1.1.	~~CONDENSED FINANCIAL STATEMENTS (UNAUDITED)~~Condensed Consolidated Financial Statements	31

	Condensed Consolidated Balance Sheets ~~– September 30, 2013 and December 31, 2012~~	31
	Condensed Consolidated Statements of Income and Comprehensive Income ~~– Three and Nine Months Ended September 30, 2013 and 2012~~	42

	Condensed Consolidated Statements of Cash Flows ~~– Nine Months Ended September 30, 2013 and 2012~~	53

	Notes to Condensed Consolidated Financial Statements	64
	Note ~~1 -~~1. Summary of Significant Accounting Policies	4
	Note 2. Finance Receivables	6
	Note ~~2 -~~ 3. Restricted Cash~~Acquisition of Ally Financial Inc. International Operations~~	912
	Note ~~3 - Goodwill~~4. Leased Vehicles	1113
	Note ~~4 - Finance Receivables~~5. Debt	1113
	Note ~~5 - Leased Vehicles~~6. Variable Interest Entities	1715
	Note ~~6 - Debt~~7. Derivative Financial Instruments and Hedging Activities	16
	Note 8. Fair Values of Assets and Liabilities	16
	Note 9. Commitments and Contingencies	18
	Note ~~7 - Variable Interest Entities~~10. Income Taxes	1918
	Note ~~8 - Derivative~~11. Fair Values of Financial Instruments	18
	Note 12. Segment Reporting	20
	Note ~~9 - Fair Values of Assets and Liabilities~~13. Accumulated Other Comprehensive Income	21
	Note ~~10 - Commitments and Contingencies~~14. Regulatory Capital	2221
	Note ~~11 - Income Taxes~~	22
	~~Note 12 - Fair Value of Financial Instruments~~	23
	~~Note 13 - Segment Reporting~~	25
	~~Note 14 - Accumulated Other Comprehensive~~ ~~Income~~	26
	~~Note 15 - Regulatory Capital and Other Regulatory Matters~~	26
	~~Note 16 - Subsequent Event~~	26
	~~Note 17 -~~15. Guarantor Consolidating Financial Statements	2621

Item 2.2.	~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Management's Discussion and Analysis of Financial Condition and Results of Operations	3630

Item 3.3.	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures About Market Risk	5046

Item 4.4.	~~CONTROLS AND PROCEDURES~~Controls and Procedures	5046

Part II. ~~OTHER INFORMATION~~Other Information		46

Item 1.	~~LEGAL PROCEEDINGS~~	51Legal Proceedings	46

Item 1A.	~~RISK FACTORS~~	51Risk Factors	46


Item 6.	~~EXHIBITS~~	51Exhibits	48
Signature
~~SIGNATURE~~	5249

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Part I.	FINANCIAL INFORMATION


Item 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(~~unaudited, dollars~~Dollars in millions, except per share amounts)

(Unaudited)



	September 30, 2014			December 31, 2013
Assets
Cash and cash equivalents	$	1,517		$	1,074
Finance receivables, net	31,722			29,282
Restricted cash	2,060			1,958
Property and equipment, net	165			132
Leased vehicles, net	5,796			3,383
Deferred income taxes	357			359
Goodwill	1,245			1,240
Related party receivables	195			129
Other assets	516			433
Total assets	$	43,573		$	37,990
Liabilities and Shareholder's Equity
Liabilities:
Secured debt	$	22,932		$	22,073
Unsecured debt	10,842			6,973
Accounts payable and accrued expenses	990			946
Deferred income	317			168
Deferred income taxes	21			87
Taxes payable	239			287
Related party taxes payable	877			643
Related party payables	603			368
Other liabilities	194			160
Total liabilities	37,015			31,705
Commitments and contingencies (Note 9)
Shareholder's equity:
Common stock, $1.00 par value per share, 1,000 shares authorized and 502 shares issued	—			—
Additional paid-in capital	4,798			4,785
Accumulated other comprehensive (loss) income	(207		)	11
Retained earnings	1,967			1,489
Total shareholder's equity	6,558			6,285
Total liabilities and shareholder's equity	$	43,573		$	37,990

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In millions)

(Unaudited)

September 30, 2013 December 31, 2012
Assets
Cash and cash equivalents $ 1,756
$ 1,289
Finance receivables, net 23,867
10,998
Restricted cash 1,371
744
Property and equipment, net 124
52
Leased vehicles, net 3,100
1,703
Deferred income taxes 69
107
Goodwill 1,156
1,108
Related party receivables 111
66
Other assets 330
130
Total assets $ 31,884
$ 16,197
Liabilities and Shareholder's Equity
Liabilities:
Secured debt $ 18,447
$ 9,378
Unsecured debt 5,228
1,500
Accounts payable and accrued expenses 594
217
Deferred income 157
70
Deferred income taxes 64

Taxes payable 126
93
Related party taxes payable 598
559
Other liabilities 153
1
Related party payables 357

Total liabilities 25,724
11,818
Commitments and contingencies (Note 10)
Shareholder's equity:
Common stock, $0.01 par value per share, 1,000 shares authorized and 502 issued
Additional paid-in capital 4,765
3,459
Accumulated other comprehensive income (loss) 27
(3 )
Retained earnings 1,368
923
Total shareholder's equity 6,160
4,379
Total liabilities and shareholder's equity $ 31,884
$ 16,197



	Three Months Ended September 30,					Nine Months Ended September 30,
	2014			2013		2014			2013
Revenue
Finance charge income	$	883		$	647	$	2,595		$	1,709
Leased vehicle income	297			172		735			415
Other income	81			48		219			119
Total revenue	1,261			867		3,549			2,243
Costs and expenses
Salaries and benefits	158			123		448			313
Other operating expenses	139			80		398			189
Total operating expenses	297			203		846			502
Leased vehicle expenses	228			133		563			314
Provision for loan losses	160			117		408			311
Interest expense	368			168		1,037			414
Acquisition and integration expenses	—			7		—			29
Total costs and expenses	1,053			628		2,854			1,570
Income before income taxes	208			239		695			673
Income tax provision	50			78		217			228
Net income	158			161		478			445
Other comprehensive (loss) income
Foreign currency translation adjustment	(272		)	95		(218		)	30
Other comprehensive (loss) income, net	(272		)	95		(218		)	30
Comprehensive (loss) income	$	(114	)	$	256	$	260		$	475

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



	Nine Months Ended September 30,
	2014			2013
Net cash provided by operating activities	$	1,400		$	1,254
Cash flows from investing activities:
Purchases of consumer finance receivables, net	(10,850		)	(6,310		)
Principal collections and recoveries on consumer finance receivables	8,124			5,099
Net funding of commercial finance receivables	(408		)	(619		)
Purchases of leased vehicles, net	(3,227		)	(1,746		)
Proceeds from termination of leased vehicles	395			142
Acquisition of international operations, net of cash acquired	(46		)	(2,107		)
Purchases of property and equipment	(37		)	(10		)
Change in restricted cash	(187		)	(74		)
Change in other assets	(2		)	(22		)
Net cash used in investing activities	(6,238		)	(5,647		)
Cash flows from financing activities:
Net decrease in debt (original maturities less than three months)	(913		)	—
Borrowings and issuance of secured debt	15,847			11,676
Payments on secured debt	(13,568		)	(9,009		)
Borrowings and issuance of unsecured debt	5,403			4,198
Payments on unsecured debt	(1,339		)	(1,817		)
Borrowings on related party line of credit	—			1,100
Payments on related party line of credit	—			(1,100		)
Repayment of debt to Ally Financial	—			(1,416		)
Capital contribution from parent	—			1,300
Debt issuance costs	(107		)	(69		)
Net cash provided by financing activities	5,323			4,863
Net increase in cash and cash equivalents	485			470
Effect of foreign exchange rate changes on cash and cash equivalents	(42		)	(3		)
Cash and cash equivalents at beginning of period	1,074			1,289
Cash and cash equivalents at end of period	$	1,517		$	1,756

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME~~

~~(unaudited, in millions)~~

Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Revenue
Finance charge income $ 647
$ 417
$ 1,709
$ 1,179
Leased vehicle income 172
80
415
199
Other income 48
17
119
54
867
514
2,243
1,432
Costs and expenses
Salaries and benefits 123
74
313
218
Other operating expenses 80
31
189
79
Total operating expenses 203
105
502
297
Leased vehicle expenses 133
56
314
147
Provision for loan losses 117
78
311
188
Interest expense 168
75
414
202
Acquisition and integration expenses 7

29

628
314
1,570
834
Income before income taxes 239
200
673
598
Income tax provision 78
77
228
226
Net income 161
123
445
372
Other comprehensive income
Unrealized losses on cash flow hedges

(3 )
Foreign currency translation adjustment 95
10
30
9
Income tax benefit

1
Other comprehensive income, net 95
10
30
7
Comprehensive income $ 256
$ 133
$ 475
$ 379

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited, in millions)~~

Nine Months Ended
September 30,
2013 2012
Net cash provided by operating activities $ 1,154
$ 931
Cash flows from investing activities:
Purchases of consumer finance receivables, net (6,321 ) (4,354 )
Principal collections and recoveries on consumer finance receivables 5,099
3,050
Funding of commercial finance receivables, net (16,193 ) (582 )
Collections of commercial finance receivables 15,685
300
Purchases of leased vehicles, net (1,746 ) (857 )
Proceeds from termination of leased vehicles 142
33
Acquisition of international operations, net of cash on hand (2,107 )
Purchases of property and equipment (10 ) (11 )
Change in restricted cash (74 ) 219
Change in other assets (22 ) 6
Net cash used in investing activities (5,547 ) (2,196 )
Cash flows from financing activities:
Borrowings and issuance of secured debt 11,676
6,600
Payments on secured debt (9,009 ) (5,059 )
Borrowings and issuance of unsecured debt 4,198
1,000
Payments on unsecured debt (1,817 )
Borrowings on related party line of credit 1,100

Payments on related party line of credit (1,100 )
Repayment of debt to Ally Financial (1,416 )
Capital contribution from parent 1,300

Debt issuance costs (69 ) (43 )
Retirement of debt

(1 )
Net cash provided by financing activities 4,863
2,497
Net increase in cash and cash equivalents 470
1,232
Effect of foreign exchange rate changes on cash and cash equivalents (3 ) 2
Cash and cash equivalents at beginning of period 1,289
572
Cash and cash equivalents at end of period $ 1,756
$ 1,806

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

Notes to Condensed Consolidated Financial Statements

~~(Unaudited)~~


Note 1.	Summary of Significant Accounting Policies

Acquisition of Ally Financial International Operations

We acquired Ally Financial Inc.'s ("Ally Financial") ~~International Operations~~

~~As further described in Note 2 - "Acquisition of Ally Financial Inc. International Operations," we acquired Ally Financial's~~ auto finance and financial services operations in Germany, the United Kingdom (the "U.K."), Italy, Sweden, Switzerland, Austria, Belgium, the Netherlands, Greece, Spain, Chile, Colombia and Mexico on April 1, ~~2013, and we~~2013. We acquired Ally Financial's auto finance and financial services operations in France and Portugal on June 1, ~~2013. The aggregate consideration for these acquisitions was~~ ~~$2.6 billion, subject to certain closing adjustments, of which~~ ~~$65 million, which had been withheld as contingent consideration, was paid upon the closing of the acquisition of~~2013, and we acquired Ally Financial's ~~Brazilian~~ auto finance and financial services operations in Brazil on October 1, 2013. ~~In addition~~Additionally, we have agreed to ~~the purchase price, we also funded~~acquire Ally Financial's non-controlling 40% equity interest in GMAC-SAIC Automotive Finance Company Limited ("GMAC-SAIC"), a ~~$1.5 billion~~ ~~intercompany loan~~joint venture, which conducts auto finance operations in China. This agreement is subject to certain regulatory and other approvals. We consider it probable that our acquisition of ~~the entities we acquired~~Ally Financial's interest in ~~Europe, of which~~ ~~$1.4 billion~~ ~~was used to repay loans from Ally Financial to such European entities. The operations that we have acquired~~GMAC-SAIC will occur in late 2014 or as ~~of September 30, 2013 from Ally Financial are referred to~~soon as ~~the "international operations."~~

practicable thereafter. The results of operations of the acquired entities since the applicable acquisition dates are included in our financial statements for the three and nine months ended September 30, ~~2013. Certain amounts previously presented related to the operations that we have acquired as of September 30, 2013 have been~~2014 and ~~will continue to be updated as a result of the finalization of acquisition accounting adjustments.~~2013.

Segment Information

~~On October 1, 2013, we completed~~ We evaluate our business in two operating segments: North America ("the ~~acquisition of Ally Financial's auto finance~~North America Segment") and international ("the International Segment"). The North America Segment includes our operations in ~~Brazil for consideration of~~ ~~$611 million, subject to certain closing adjustments. In addition we paid $65 million in contingent consideration related to~~the U.S. and Canada. The International Segment includes our previous acquisitions. See Note 16 - "Subsequent Event" for further discussion. Unless otherwise stated herein, the results of operations, financial condition and information reported in these financial statements do not include the financial condition or the results of operations of the Brazil operations. Additionally, we have agreed to acquire Ally Financial's non-controlling 40% equity interest in GMAC-SAIC Automotive Finance Company Limited ("GMAC-SAIC"), which conducts auto finance operations in ~~China.~~all other countries. For additional financial information regarding our business segments, see Note 12 - "Segment Reporting."

Basis of Presentation

The condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries, including certain special-purpose financing entities utilized in secured financing transactions, which are considered variable interest entities ("VIEs"). All intercompany transactions and ~~accounts~~balances have been eliminated in consolidation.

The interim period ~~condensed~~ consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles ("GAAP") in the United States of America. These interim period condensed consolidated financial statements should be read in conjunction with ~~our~~the consolidated financial statements that are included in our Annual Report on Form 10-K ~~("Form 10-K")~~ filed on February ~~15, 2013.~~6, 2014 ("Form 10-K"). Certain prior periods amounts were reclassified to conform to our current year presentation.

The condensed consolidated financial statements ~~as of~~ at September 30, ~~2013~~,2014, and for the three and nine months ended September 30, ~~2013~~2014 and ~~2012~~,2013, are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. The results for interim periods are not necessarily indicative of results for a full year.

The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue and costs and expenses during the reporting periods. Actual results could differ from those estimates and those differences may be material. These estimates include, among other things, the determination of the allowance for loan losses on finance receivables, estimated recovery value on leased vehicles, goodwill, income taxes and the expected cash flows on the pre-acquisition consumer finance receivables. ~~In addition, certain assumptions and judgments were used in~~

Subsequent to the ~~estimated fair value recorded for the international operations acquisition. See Note 2 - "Acquisition~~issuance of ~~Ally Financial Inc. International Operations" for further discussion.~~

~~Generally, the~~our 2013 consolidated financial statements, of entities that operate outside of the United States are measured using the local currency as the functional currency. All assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at period-end exchange rates and the results of operations and cash flows are determined using approximate weighted average exchange rates for the period. Translation adjustments are related to the foreign subsidiaries using local currency as their functional currency and are reported as a separate component of accumulated other comprehensive income/loss. Foreign currency transaction gains or losses are recorded directly towe identified items not properly classified in the condensed consolidated statements of ~~income~~cash flows for the nine months ended September 30, 2013. The adjustments to previously reported amounts within the various sections of the condensed consolidated statement of cash flows had a net effect of increasing Net cash provided by operating activities by $100 million and ~~comprehensive income, regardless~~decreasing Net cash used in investing activities by $100 million, and were principally related to net funding of ~~whether such~~commercial finance receivables.

Net Presentation of Cash Flows Related to Commercial Finance Receivables

Our commercial finance receivables are primarily comprised of floorplan financing to dealers. The floorplan financing loans are repayable by the dealer within two to ten days after the dealer sells the vehicle subject to the financing. In our experience, these loans are typically repaid in less than 90 days of when the credit is extended. Furthermore, we have the unilateral ability to call the loans and receive payment within 30 days of when the credit is extended. Therefore, the presentation of the cash flows related to commercial finance receivables are reflected on the condensed consolidated statements of cash flows as "Net funding of commercial finance receivables."

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We have revolving debt agreements to finance our commercial lending activities. The revolving period of these agreements ranges from 12 to 36 months; however, the terms of these financing agreements require that a borrowing base of eligible floorplan receivables, within certain concentration limits, must be maintained in sufficient amounts ~~are realized~~to support advances. When a dealer repays a floorplan receivable to us, the amount advanced against such receivables must be repaid by us or ~~unrealized. We may enter into foreign currency derivatives to mitigate our exposure to changes~~else the equivalent amount in ~~foreign exchange rates. See Note 8 - "Derivative Financial Instruments" for further discussion.~~

~~Prior year amounts for leased vehicle income have been reclassified to conform~~new receivables must be added to the ~~current year presentation. Leased vehicle income~~borrowing base. Despite the revolving term exceeding 90 days, the actual term for repayment of advances under these agreements is ~~now presented separately~~when we receive repayment from the dealers, which is typically within 90 days of when the credit is extended. Therefore, for 2014, the cash flows related to these revolving debt agreements are reflected on the condensed consolidated statements of ~~income and comprehensive income. It was previously included~~cash flows as “Net decrease in ~~other income.~~debt (original maturities less than three months).”

~~Due to~~Related Party Transactions

We are the ~~financial statement impact of the international operations acquisition, the presentation convention has been changed from "thousands" to "millions" to simplify the review and analysis~~wholly-owned captive finance subsidiary of our financial information. Some prior period amounts may not round under the new convention in a manner consistent with our previous presentation. In addition, we have changed the presentation of debt on the condensed consolidated balance sheets to better classify the debt facilities acquired with the international operations. Debt was previously presented in the following captions: credit facilities, securitization notes payable and senior notes, which were the only types of debt we held. The characteristics of the debt acquired with the international operations are more varied; therefore we have simplified the presentation of our debt as "secured" and "unsecured."

~~Finance Receivables~~

Our finance receivables are reported in two portfolios: pre-acquisition and post-acquisition. The pre-acquisition finance receivables portfolio is comprised of (i) finance receivables originated in North America prior to the October 1, 2010 merger withparent, General Motors Company ("GM"), all of which were considered to have had deterioration in credit quality, and (ii) finance receivables that were considered to have had deterioration in credit quality that were acquired with the international operations. The pre-acquisition portfolio will decrease over time with the amortization of the acquired receivables.

The post-acquisition finance receivables portfolio is comprised of (i) finance receivables originated in North America since the merger with GM, (ii) finance receivables originated in the international operations since the applicable acquisition dates and (iii) finance receivables that were considered to have had no deterioration in credit quality that were acquired with the international operations. The post-acquisition portfolio is expected to grow over time as we originate new receivables.

~~Pre-Acquisition Finance Receivables~~

Following the merger with GM and the acquisition of the international operations, we further divided the pre-acquisition finance receivables into multiple pools based on common risk characteristics. Through acquisition accounting adjustments, the allowance for loan losses that existed at the merger and the acquisition dates was eliminated and the receivables were adjusted to fair value. The pre-acquisition finance receivables were acquired at a discount, which contains two components: a non-accretable difference and an accretable yield. A non-accretable difference is the excess of contractually required payments (undiscounted amount of all uncollected contractual principal and interest payments, both past due and scheduled for the future) over the amount of cash flows, considering the impact of defaults and prepayments, expected to be collected. An accretable yield is the excess of the cash flows, considering the impact of defaults and prepayments, expected to be collected over the initial investment in the loans, which at the acquisition date was fair value. The accretable yield is recorded as finance charge income over the life of the acquired receivables.

Any deterioration in the performance of the pre-acquisition finance receivables from their expected performance will result in an incremental provision for loan losses. Improvements in the performance of the pre-acquisition finance receivables which results in a significant increase in actual or expected cash flows will result first in the reversal of any incremental related allowance for loan losses and then in a transfer of the excess from the non-accretable difference to accretable yield, which will be recorded as finance charge income over the remaining life of the receivables.

Once a pool of loans is assembled, the integrity of the pool is maintained. A loan is removed from a pool only if it is sold (other than to a consolidated VIE), paid in full, or written off. Our policy is to remove a loan individually from a pool based on comparing any amount received upon disposition of the loan or underlying collateral with the contractual amount remaining due. The excess of the contractual amount remaining due over the amount received upon its disposition is absorbed by the non-accretable difference. This removal method assumes that the amount received approximates pool performance expectations. The remaining accretable yield balance is unaffected and any material change in remaining effective yield caused by this removal method is addressed by our quarterly cash flow evaluation process for each pool. For loans that are resolved by payment in full, there is no reduction in the amount of non-accretable difference for the pool because there is no difference between the amount received and the contractual amount of the loan.

~~Post-Acquisition Finance Receivables and Allowance for Loan Losses~~

Finance receivables originated in North America since our October 1, 2010 merger with GM and in the international operations since the applicable acquisition dates are carried at amortized cost, net of allowance for loan losses. Provisions for loan losses are

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~~charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover probable credit losses inherent in our finance receivables.~~

The allowance for loan losses on consumer finance receivables is established systematically based on the determination of the amount of probable credit losses inherent in the finance receivables as of the balance sheet date. We review charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as unemployment rates, and other information in order to make the necessary judgments as to the probable credit losses. We also use historical charge-off experience to determine the loss confirmation period, which is defined as the time between when an event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine the amount of losses inherent in finance receivables at the balance sheet date. Assumptions regarding credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above. Should the credit loss assumption or loss confirmation period increase, there would be an increase in the amount of allowance for loan losses required, which would decrease the net carrying value of finance receivables and increase the amount of provision for loan losses.

For the finance receivables acquired with the international operations that were considered to have no deterioration in credit quality, the existing allowance for loan losses was eliminated and the receivables were adjusted to fair value. The purchase discount will accrete to income over the life of the receivables, based on the effective interest method. Provisions for loan losses are charged to operations in amounts equal to net credit losses for the period. Any deterioration in the performance of the acquired receivables will result in an incremental provision for loan losses.

~~Segment Information~~

We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We report our business segments based on geographic regions: North America ("North America Segment") and international ("International Segment"). The North America Segment includes our operations in the United States and Canada. The International Segment includes our operations in all other countries. For additional financial information regarding our business segments, see Note 13 - "Segment Reporting."

~~Related Party Transactions~~

We offer loan and lease finance products through GM-franchised dealers to consumers purchasing new and certain used vehicles manufactured by GM and make commercial loans directly to GM-franchised dealers. Under subvention programs, GM makes cash payments to us for offering incentivized rates and structures on consumer loan and lease finance ~~products and~~products. In addition, GM makes payments to us to cover certain interest payments on commercial loans. At September 30, ~~2013~~2014 and December 31, ~~2012~~2013, we had ~~intercompany~~related party receivables from GM in the amount of $~~111~~195 million and $66129 million under ~~various subvention~~these programs.

~~In addition,~~At September 30, 2014 and December 31, 2013 we had $52116 million and $4662 million ~~due at~~ ~~September 30, 2013 and December 31, 2012~~ in loans outstanding to dealers that are consolidated by GM, in connection with our commercial lending program. Our international operations also provide financing to certain GM subsidiaries through factoring and other wholesale financing arrangements. ~~As of~~At September 30, ~~2013~~2014, and December 31, 2013, $~~583~~342 million ~~was~~and $588 million were outstanding under such arrangements, and isare included in commercial finance receivables. At September 30, ~~2013~~2014, and December 31, 2013, we ~~also have~~had $~~357~~603 million and $368 million of related party payables due to GM, primarily for commercial finance receivables originated but not yet funded. These payables typically settle within 30 days.

~~As discussed in Note 11 - "Income Taxes" we~~We have a tax sharing agreement with ~~GM. Under that agreement,~~GM for our U.S. operations, and we are obligated to pay GM for our share of the consolidated U.S. federal and certain state tax liabilities for taxable income recognized by us in any period beginning on or after October 1, 2010. Payments for the tax years 2010 through 2014 are deferred for four years from their original due date, and the total deferral amount is ~~limited~~ to not exceed $11.0 billion. ~~As of~~The tax sharing agreement may be modified at any time by GM in its sole discretion. At September 30, 2014 and December 31, 2013, we ~~have recorded~~had related party taxes payable to GM in the amount of $~~598~~877 million. and $643 million.

In September 2014, we and GM entered into a Support Agreement (the “Support Agreement”). Pursuant to the Support Agreement, if our earning assets leverage at the end of any calendar quarter is higher than thresholds set in the Support Agreement, We may require GM to provide funding sufficient to bring our earning assets leverage to within the appropriate threshold. In determining our earning assets leverage (net earning assets divided by adjusted equity) under the Support Agreement, net earning assets means our finance receivables, net, plus leased vehicles, net, and adjusted equity means our equity, net of goodwill and inclusive of outstanding junior subordinated debt. At September 30, 2014, our earning assets leverage ratio was 7.0, which is below the current applicable ratio of 8.0.

Additionally, the Support Agreement provides that GM will own all of our outstanding voting shares as long as we have any unsecured debt securities outstanding and that GM will use its commercially reasonable efforts to ensure that we will continue to be designated as a ~~$600~~subsidiary borrower on $4.0 billion under GM’s corporate revolving credit facilities. GM also agreed to certain provisions intended to ensure that we maintain adequate access to liquidity. Pursuant to these provisions, GM provided us with a $1.0 billion unsecured intercompany revolving credit facility (the “Junior Subordinated Revolving Credit Facility”), which replaced an existing $600 million ~~line of~~ intercompany credit facility with ~~GM ("GM Related Party Credit Facility").~~GM. There were no advances outstanding under the ~~GM Related Party~~Junior Subordinated Revolving Credit Facility at September 30, ~~2013~~2014.

In October 2014, GM amended its two primary unsecured revolving credit facilities increasing GM's aggregate borrowing capacity from $11.0 billion to $12.5 billion. These facilities consist of a three-year, $5.0 billion facility and a five-year, $7.5 billion facility.

We have the ability to borrow up to $2.0 billion against each of GM's unsecured revolving credit facilities, subject to available capacity. Our borrowings under GM's facilities are limited by GM's ability to borrow the entire amount available under the facilities. Therefore, we may be able to borrow up to $4.0 billion in total or ~~December 31, 2012~~.may be unable to borrow depending on GM's borrowing activity. If we do borrow under these facilities, we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business. Neither we, nor any of our subsidiaries, guarantee any obligations under these facilities and none of our or our subsidiaries' assets secure these facilities.

~~Recent Accounting Pronouncements~~

~~In February 2013, ASU ("2013-02"),~~ ~~Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income~~, was issued effective for annual and interim reporting periods beginning after December 15, 2012. The adoption of 2013-02 improves the reporting of reclassifications out of accumulated other comprehensive income. We adopted this ASU effective January 1, 2013, and the adoption did not have an impact on our consolidated financial position, results of operations and cash flows.

Table of Contents

~~In July 2013, ASU~~Recently Adopted Accounting Principles

On January 1, 2014 we adopted Accounting Standards Update ("~~2013-11"~~ASU"), ~~Income Taxes (Topic 740): Presentation~~ 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward ~~Exists - a consensus of the FASB Emerging Issues Task Force,~~ Exists” which was issued to eliminate diversity in practice. This ASU ~~2013-11~~ requires that companies net their unrecognized tax benefits against all same-jurisdiction net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority. The adoption of this ASU did not have a material effect on our consolidated financial statements.

Accounting Standards Not Yet Adopted

In May 2014 the Financial Accounting Standards Board issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” ("ASU 2014-09") that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This ~~new guidance~~update is effective ~~prospectively~~ for annual reporting periods beginning on or after December 15, ~~2013~~2016 and interim periods ~~therein. The~~therein and requires expanded disclosures. We are currently assessing the impact the adoption of ASU ~~2013-11~~2014-09 will ~~not~~ have ~~a material effect~~ on ~~our consolidated financial statements because it aligns with our historical presentation.~~

~~Note 2. Acquisition of Ally Financial Inc. International Operations~~

In November 2012, we entered into a definitive agreement with Ally Financial to acquire 100% of the outstanding equity interests in the top level holding companies of its automotive finance and financial services operations in Europe and Latin America and a separate agreement to acquire Ally Financial's non-controlling equity interest in GMAC-SAIC, which conducts auto finance operations in China.

On April 1, 2013, we completed the acquisition of Ally Financial's European and Latin American automotive finance operations except for France, Portugal and Brazil, and on June 1, 2013, we completed the acquisition of Ally Financial's automotive finance operations in France and Portugal. The aggregate consideration for these acquisitions was ~~$2.6 billion, subject to certain closing adjustments, of which~~ ~~$65 million~~, which had been withheld as contingent consideration, was paid upon the closing of the acquisition of Ally Financial's Brazilian auto finance and financial services operations described below. In addition, we repaid debt of ~~$1.4 billion~~ ~~that was assumed as part of the acquisitions. We recorded the fair value of the assets acquired and liabilities assumed on the acquisition dates.~~

~~On October 1, 2013, we completed the acquisition of Ally Financial's auto finance operations in Brazil for consideration of~~ ~~$611 million, subject to certain closing adjustments. See Note 16 - "Subsequent Event" for further discussion. In addition we paid $65 million in contingent consideration related to our previous acquisitions.~~

~~Our acquisition of Ally Financial's equity interest in GMAC-SAIC is subject to certain regulatory and other approvals, and is expected to close in 2014. We expect to pay approximately~~ ~~$900 million~~ ~~to close this acquisition, subject to certain closing adjustments.~~

The international operations were formerly a part of General Motors Acceptance Corporation, the former captive finance subsidiary of GM, and due to this longstanding relationship, the majority of the international operations business is related to GM and its dealer network. With the acquisition of the international operations, we have expanded to become a global captive finance company, and expect to realize numerous strategic benefits, including increased finance penetration resulting from a broadened relationship with GM, geographic diversification of our customer base and transition of our business into a full-spectrum credit platform.

The acquisition of the international operations has been accounted for as a business combination, whereby the purchase price of the transaction was allocated to the identifiable assets and liabilities assumed based upon their fair values. The estimates of the fair values recorded were determined based on fair value measurement principles (see Note 9 - "Fair Values of Assets and Liabilities" for further discussion) and reflect significant assumptions and judgments. Material valuation inputs for finance receivables included adjustments to monthly principal and interest cash flows for prepayments and credit loss expectations; and discount rates developed based on the relative risk of the cash flows which considered loan type, market rates as of our valuation date, credit loss expectations and capital structure. Material valuation inputs for debt included discount rates developed based on the relative risk of the contractual cash flows, taking into consideration market rates and liquidity expectations for each country. Certain assumptions and judgments that were considered to be appropriate at the applicable acquisition date may prove to be incorrect if market conditions change.

The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill, which is primarily attributed to the value of the incremental GM business expected. The preliminary goodwill amount is ~~$48 million~~, but is subject to further adjustment pending the closing of our acquisition of the remaining international operations as well as any potential adjustments resulting from the finalization of the valuation of the acquired assets and assumed liabilities. Valuations and assumptions pertaining to income taxes are subject to change as additional information is obtained during the measurement period. We will assign the goodwill to reporting units, which will be determined upon completion of the remaining acquisitions. The goodwill will not be deductible for tax purposes.

~~The following table summarizes the aggregate consideration and the assets acquired and liabilities assumed at the acquisition dates (in millions):~~

Acquired International Operations
Cash $ 440
Restricted cash 525
Finance receivables 10,969
Other assets, including identifiable intangible assets 263
Secured and unsecured debt (8,926 )
Other liabilities (722 )
Identifiable net assets acquired 2,549
Goodwill resulting from the acquisitions 48
Aggregate consideration $ 2,597

~~The following table provides information related to finance receivables acquired which had no deterioration in credit quality as of the applicable acquisition dates (in millions):~~

Consumer ^(a)
Commercial
Contractually required payments receivable $ 7,168
$ 4,067
Cash flows not expected to be collected $ 152
$ 18
Fair value $ 6,378
$ 3,990

~~_________________~~

~~(a)~~

Certain amounts in this table have been updated as a result of the finalization of acquisition accounting adjustments, including a determination that certain consumer finance receivables acquired should be reclassified from receivables with credit impairment to receivables with no deterioration in credit quality. Accordingly, contractually required payments receivable, cash flows not expected to be collected and fair value of ~~$1.2 billion~~, ~~$0.1 billion~~ ~~and~~ ~~$1.0 billion~~ were reclassified from consumer finance receivables acquired which had deterioration in credit quality. This reclassification had no material effect on the condensed consolidated balance sheet as of September 30, 2013 or condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2013.

The results of operations of the international operations are included in our results beginning April 1, 2013, except for the results of the operations in Portugal and France, which are included in our results beginning June 1, 2013. The following table summarizes the actual amounts of revenue and earnings of the international operations included in our condensed consolidated financial ~~statements for the~~ ~~three and nine months ended September 30, 2013~~ ~~and the supplemental pro forma revenue and earnings of the combined entity for the~~ ~~three and nine months ended September 30, 2013 and 2012, as if the acquisitions had occurred on January 1, 2012 (in millions).~~statements.

International Operations Amounts Included in Results Supplemental Pro Forma - Combined
Three Months Ended Nine Months Ended
Three Months Ended Nine Months Ended September 30,
September 30, 2013 2013 2012 2013 2012
Total revenue $ 245
$ 493
$ 888
$ 759
$ 2,503
$ 2,225
Net income $ 50
$ 104
$ 172
$ 157
$ 495
$ 530


~~Note 3.~~	~~Goodwill~~

~~The following table summarizes the changes in the carrying amounts of goodwill (in millions):~~

Year Ended
Nine Months Ended September 30, 2013 December 31, 2012
North America International Total
North
America
Balance at beginning of period $ 1,108
$ $ 1,108
$ 1,108
International operations acquisition^(a)
48
48

Balance at end of period $ 1,108
$ 48
$ 1,156
$ 1,108

~~_________________~~


~~(a)~~	~~See Note 2 - "Acquisition of Ally Financial Inc. International Operations" for further discussion.~~


Note 4.2.	Finance Receivables

~~Below is information about finance receivables that have been divided into two portfolios: pre-acquisition and post-acquisition. See Note 1 - "Summary of Significant Accounting Policies."~~

The ~~total~~ finance receivables portfolio consists of the following (in millions):



	September 30, 2014									December 31, 2013
	North America			International			Total			North America			International			Total
Consumer
Pre-acquisition consumer finance receivables - outstanding balance	$	460		$	200		$	660		$	931		$	363		$	1,294
Pre-acquisition consumer finance receivables - carrying value	$	401		$	197		$	598		$	826		$	348		$	1,174
Post-acquisition consumer finance receivables, collectively evaluated for impairment, net of fees^(a)	11,091			12,404			23,495			9,795			11,394			21,189
Post-acquisition consumer finance receivables, individually evaluated for impairment, net of fees	1,123			—			1,123			767			—			767
	12,615			12,601			25,216			11,388			11,742			23,130
Less: allowance for loan losses - collective	(396		)	(72		)	(468		)	(365		)	(29		)	(394		)
Less: allowance for loan losses - specific	(140		)	—			(140		)	(103		)	—			(103		)
Total consumer finance receivables, net	12,079			12,529			24,608			10,920			11,713			22,633
Commercial
Commercial finance receivables, collectively evaluated for impairment, net of fees	2,513			4,559			7,072			1,975			4,627			6,602
Commercial finance receivables, individually evaluated for impairment, net of fees	—			79			79			—			98			98
	2,513			4,638			7,151			1,975			4,725			6,700
Less: allowance for loan losses - collective	(17		)	(15		)	(32		)	(17		)	(27		)	(44		)
Less: allowance for loan losses - specific	—			(5		)	(5		)	—			(7		)	(7		)
Total commercial finance receivables, net	2,496			4,618			7,114			1,958			4,691			6,649
Total finance receivables, net	$	14,575		$	17,147		$	31,722		$	12,878		$	16,404		$	29,282

________________

September 30, 2013 December 31, 2012
North America International Total
North
America
Consumer
Pre-acquisition consumer finance receivables - outstanding balance $ 1,154
$ 445
$ 1,599
$ 2,162
Pre-acquisition consumer finance receivables - carrying value $ 1,028
$ 424
$ 1,452
$ 1,958
Post-acquisition consumer finance receivables, net of fees 10,313
7,352
17,665
8,831
11,341
7,776
19,117
10,789
Less: allowance for loan losses (453 ) (14 ) (467 ) (345 )
Total consumer finance receivables, net 10,888
7,762
18,650
10,444
Commercial
Commercial finance receivables, collectively evaluated for impairment, net of fees 1,355
3,812
5,167
560
Commercial finance receivables, individually evaluated for impairment, net of fees 2
77
79

Less: allowance for loan losses - collective (12 ) (13 ) (25 ) (6 )
Less: allowance for loan losses - specific (1 ) (3 ) (4 )
Total commercial finance receivables, net 1,344
3,873
5,217
554
Total finance receivables, net $ 12,232
$ 11,635
$ 23,867
$ 10,998
(a) Amounts reported for International include $1.0 billion of direct-financing leases at September 30, 2014 and December 31, 2013.

Consumer Finance Receivables

Our consumer finance receivables are reported in two portfolios: pre-acquisition and post-acquisition. The pre-acquisition consumer finance receivables portfolio consists of (i) finance receivables originated in North America prior to our merger with

116

~~Consumer Finance Receivables~~GM, all of which were considered to have had deterioration in credit quality, and (ii) finance receivables that were considered to have had deterioration in credit quality that were acquired with the international operations. The pre-acquisition consumer portfolio will decrease over time with the amortization of the acquired receivables.

The post-acquisition consumer finance receivables portfolio consists of (i) finance receivables originated in North America since our merger with GM, (ii) finance receivables originated in the international operations since the applicable acquisition dates and (iii) finance receivables that were considered to have had no deterioration in credit quality that were acquired with the international operations. The post-acquisition consumer portfolio will grow over time as we originate new receivables.

Pre-acquisition Consumer Finance Receivables

Following is a summary of activity in our pre-acquisition consumer finance receivables portfolio (in millions):


	Nine Months Ended September 30,												Nine Months Ended September 30,
	2013									2012			2014									2013
	North America			International			Total			North America			North America			International			Total			North America			International			Total
Pre-acquisition consumer finance receivables - outstanding balance, beginning of period	$	2,162		$			$	2,162		$	4,366		$	931		$	363		$	1,294		$	2,162		$	—		$	2,162
Pre-acquisition consumer finance receivables - carrying value, beginning of period	$	1,958		$			$	1,958		$	4,027		$	826		$	348		$	1,174		$	1,958		$	—		$	1,958
International operations acquisition				601			601						—			—			—			—			601			601
Principal collections and other	(885		)	(192		)	(1,077		)	(1,532		)	(418		)	(171		)	(589		)	(885		)	(192		)	(1,077		)
Change in carrying value adjustment	(45		)	8			(37		)	(145		)	(7		)	36			29			(45		)	8			(37		)
Foreign currency translation				7			7						—			(16		)	(16		)	—			7			7
Balance at end of period	$	1,028		$	424		$	1,452		$	2,350		$	401		$	197		$	598		$	1,028		$	424		$	1,452

~~The following table provides information related to the credit-impaired consumer finance receivables acquired with the international operations on the applicable acquisition dates (in millions):~~

Contractually required payments receivable ^(a)
$ 799
Cash flows expected to be collected ^(a)
$ 728
Fair value ^(a)
$ 601

~~_________________~~

~~(a)~~

Certain amounts in this table have been updated as a result of the finalization of acquisition accounting adjustments, including a determination that certain consumer finance receivables should be reclassified from receivables with credit impairment to receivables with no deterioration in credit quality. Accordingly, contractually required payments receivable, cash flows expected to be collected and fair value of ~~$1.2 billion~~, ~~$1.1 billion~~ ~~and~~ ~~$1.0 billion~~ were reclassified to consumer finance receivables acquired which had no deterioration in credit quality. This reclassification had no material effect on the condensed consolidated balance sheet as of September 30, 2013 or condensed consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2013.

We review our pre-acquisition portfolio for differences between contractual cash flows and the cash flows expected to be collected to determine if the difference is attributable, at least in part, to credit quality. During the nine months ended September 30, ~~2013~~2014 and ~~2012~~,2013, as a result of improvements in the credit performance of the pre-acquisition portfolio, expected cash flows increased by ~~$73~~$40 million and $~~170~~73 million. We transferred the amount of excess cash flows from the non-accretable difference to accretable yield. This excess will be amortized through finance charge income over the remaining life of the portfolio. As a result of the decrease in the pre-acquisition portfolio through amortization, the amount of excess cash flows transferred to accretable yield and subsequently amortized through finance charge income has decreased.

A summary of the activity in the accretable yield on the pre-acquisition consumer finance receivables portfolios is as follows (in millions):


	Three Months Ended September 30,												Three Months Ended September 30,
	2013									2012			2014									2013
	North America			International			Total			North America			North America			International			Total			North America			International			Total
Balance at beginning of period	$	298		$	96		$	394		$	628		$	133		$	44		$	177		$	298		$	96		$	394
International operations acquisition													—			—			—			—			—			—
Accretion of accretable yield	(65		)	(20		)	(85		)	(123		)	(32		)	(11		)	(43		)	(65		)	(20		)	(85		)
Transfer from non-accretable difference				19			19						—			7			7			—			19			19
Foreign currency translation				1			1						—			(3		)	(3		)	—			1			1
Balance at end of period	$	233		$	96		$	329		$	505		$	101		$	37		$	138		$	233		$	96		$	329

127


	Nine Months Ended September 30,												Nine Months Ended September 30,
	2013									2012			2014									2013
	North America			International			Total			North America			North America			International			Total			North America			International			Total
Balance at beginning of period	$	404		$			$	404		$	737		$	181		$	74		$	255		$	404		$	—		$	404
International operations acquisition				127			127						—			—			—			—			127			127
Accretion of accretable yield	(225		)	(44		)	(269		)	(402		)	(113		)	(41		)	(154		)	(225		)	(44		)	(269		)
Transfer from non-accretable difference	54			19			73			170			33			7			40			54			19			73
Foreign currency translation				(6		)	(6		)				—			(3		)	(3		)	—			(6		)	(6		)
Balance at end of period	$	233		$	96		$	329		$	505		$	101		$	37		$	138		$	233		$	96		$	329

Post-acquisition Consumer Finance Receivables

~~Consumer~~We generally purchase consumer finance contracts ~~are purchased by us~~ from auto dealers without recourse, and accordingly, the dealer has no liability to us if the consumer defaults on the contract. Depending upon the contract structure and consumer credit attributes, we may pay dealers a participation fee or we may charge dealers a non-refundable acquisition fee when purchasing individual finance contracts. We also have subvention programs with GM and other new vehicle manufacturers, under which the manufacturers provide us cash payments in order for us to offer lower interest rates on consumer finance contracts we purchase. We record the amortization of participation fees and subvention and accretion of acquisition fees to finance charge income using the effective interest method.

Following is a summary of activity in our post-acquisition consumer finance receivables portfolio (in millions):


	Nine Months Ended September 30,												Nine Months Ended September 30,
	2013									2012			2014									2013
	North America			International			Total			North America			North America			International			Total			North America			International			Total
Post-acquisition consumer finance receivables, net of fees - beginning of period	$	8,831		$			$	8,831		$	5,314		$	10,562		$	11,394		$	21,956		$	8,831		$	—		$	8,831
International operations acquisition				6,378			6,378						—			—			—			—			6,378			6,378
Loans purchased	3,980			2,350			6,330			4,363			4,874			6,255			11,129			3,980			2,350			6,330
Charge-offs	(401		)	(18		)	(419		)	(186		)	(543		)	(102		)	(645		)	(401		)	(18		)	(419		)
Principal collections and other	(2,097		)	(1,579		)	(3,676		)	(1,236		)	(2,677		)	(4,487		)	(7,164		)	(2,097		)	(1,579		)	(3,676		)
Foreign currency translation				221			221						(2		)	(656		)	(658		)	—			221			221
Balance at end of period	$	10,313		$	7,352		$	17,665		$	8,255		$	12,214		$	12,404		$	24,618		$	10,313		$	7,352		$	17,665

A summary of the activity in the allowance for consumer loan losses is as follows (in millions):


	Three Months Ended September 30,												Three Months Ended September 30,
	2013									2012			2014									2013
	North America			International			Total			North America			North America			International			Total			North America			International			Total
Balance at beginning of period	$	415		$	8		$	423		$	249		$	515		$	60		$	575		$	415		$	8		$	423
Provision for loan losses	107			9			116			78			119			43			162			107			9			116
Charge-offs	(153		)	(18		)	(171		)	(82		)	(194		)	(36		)	(230		)	(153		)	(18		)	(171		)
Recoveries	84			15			99			46			96			10			106			84			15			99
Foreign currency translation													—			(5		)	(5		)	—			—			—
Balance at end of period	$	453		$	14		$	467		$	291		$	536		$	72		$	608		$	453		$	14		$	467

138


	Nine Months Ended September 30,												Nine Months Ended September 30,
	2013									2012			2014									2013
	North America			International			Total			North America			North America			International			Total			North America			International			Total
Balance at beginning of period	$	345		$			$	345		$	179		$	468		$	29		$	497		$	345		$	—		$	345
Provision for loan losses	276			17			293			188			312			109			421			276			17			293
Charge-offs	(401		)	(18		)	(419		)	(186		)	(543		)	(102		)	(645		)	(401		)	(18		)	(419		)
Recoveries	233			15			248			110			299			41			340			233			15			248
Foreign currency translation													—			(5		)	(5		)	—			—			—
Balance at end of period	$	453		$	14		$	467		$	291		$	536		$	72		$	608		$	453		$	14		$	467

Consumer Credit Quality

We use proprietary scoring systems in the underwriting process that measure the credit quality of the receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g. FICO score), and contract characteristics. In addition to our proprietary scoring system, we consider other individual consumer factors, such as employment history, financial stability, and capacity to pay. At the time of loan origination, substantially all of our international consumers have the equivalent of prime credit scores. In the North America Segment, however, our consumer finance receivables are predominantly sub-prime. A summary of the credit risk profile by FICO score band, determined at origination, of the consumer finance receivables in the North America Segment is as follows (dollars in millions):


									September 30, 2014				December 31, 2013
	September 30, 2013		Percent		December 31, 2012		Percent		Amount		Percent		Amount		Percent
FICO Score less than 540	$	3,444	30.0	%	$	3,011	27.4	%	$	3,802	30.0	%	$	3,511	30.6	%
FICO Score 540 to 599	5,389		47.0		5,014		45.6		5,934		46.8		5,435		47.3
FICO Score 600 to 659	2,333		20.4		2,513		22.9		2,511		19.8		2,277		19.8
FICO Score 660 and greater	301		2.6		455		4.1		427		3.4		270		2.3
Balance at end of period^(a)	$	11,467	100.0	%	$	10,993	100.0	%	$	12,674	100.0	%	$	11,493	100.0	%

_________________


(a)	Balance at the end of the period is the sum of pre-acquisition consumer finance receivables-outstanding balance and post-acquisition consumer finance receivables, net of fees for North America Segment.

WeIn addition we review the credit quality of all of our consumer finance receivables based on consumer payment activity. A consumer account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Consumer finance receivables are collateralized by vehicle titles and, subject to local laws, we generally have the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract. The following is a summary of the contractual amounts of consumer finance receivables, which is not ~~materially~~significantly different than recorded investment, that are (i) more than 30 days delinquent, but not yet in repossession, and (ii) in repossession, but not yet charged off (dollars in millions):


	September 30,
	2013								2012				September 30,
	North America		International		Total		Percent of Contractual Amount Due		North America		Percent of Contractual Amount Due		2014								2013
													North America		International		Total		Percent of Contractual Amount Due		North America		International		Total		Percent of Contractual Amount Due
31 - 60 days	$	690	$	49	$	739	3.8	%	$	561	5.2	%	$	865	$	114	$	979	3.9	%	$	690	$	49	$	739	3.8	%
Greater - than 60 days	247		44		291		1.5		204		1.9
Greater than 60 days													305		120		425		1.7		247		44		291		1.5
	937		93		1,030		5.3		765		7.1		1,170		234		1,404		5.6		937		93		1,030		5.3
In repossession	41		4		45		0.3		38		0.3		44		5		49		0.2		41		4		45		0.3
	$	978	$	97	$	1,075	5.6	%	$	803	7.4	%	$	1,214	$	239	$	1,453	5.8	%	$	978	$	97	$	1,075	5.6	%

The accrual of finance charge income has been suspended on $~~550~~675 million and $~~503~~642 million of consumer finance receivables (based on contractual amount due) ~~as of~~at September 30, ~~2013~~2014 and December 31, ~~2012.~~2013.

149

Impaired Consumer Finance Receivables - ~~Troubled Debt Restructurings ("TDRs")~~TDRs

Consumer finance receivables in the post-acquisition portfolio that become classified as ~~TDRs~~troubled debt restructurings ("TDRs") are separately assessed for impairment. A specific allowance is estimated based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. The financial effects of the accounts that become classified as TDRs result in an impairment charge recorded as part of the provision for loan losses. Accounts that become classified as TDRs because of a payment deferral still accrue interest at the contractual rate and an additional fee is collected (where permitted) at each time of deferral and recorded as a reduction of accrued interest. No interest or fees are forgiven on a payment deferral to a customer and therefore, there are no additional financial effects of deferred loans becoming classified as TDRs. Accounts in Chapter 13 bankruptcy would have already been placed on non-accrual; therefore, there are no additional financial effects from these loans becoming classified as TDRs. ~~As of~~At September 30, ~~2013~~2014, the outstanding balance of consumer finance receivables in the International Segment determined to be TDRs was insignificant; therefore, the following information is presented with regard to the TDRs in the North America Segment only.

The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance is presented below (in millions):


	September 30, 2013			December 31, 2012			September 30, 2014			December 31, 2013
Outstanding recorded investment	$	633		$	228		$	1,123		$	767
Less: allowance for loan losses	(88		)	(32		)	(140		)	(103		)
Outstanding recorded investment, net of allowance	$	545		$	196		$	983		$	664
Unpaid principal balance	$	642		$	232		$	1,142		$	779

Finance charge income from loans classified as TDRs is accounted for in the same manner as other accruing loans. Cash collections on these loans are allocated according to the same payment hierarchy methodology applied to loans that are not classified as TDRs. Additional information about loans classified as TDRs is presented below (in millions):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2013		2012		2013		2012		2014		2013		2014		2013
Average recorded investment	$	552	$	91	$	417	$	70	$	1,057	$	552	$	937	$	417
Interest income recognized	$	20	$	3	$	45	$	4
Finance charge income recognized									$	124	$	20	$	183	$	45

The following table provides information on ~~the recorded investment of~~ consumer loans at the time they became classified as TDRs (dollars in millions):

September 30,
2013 2012
Number of Accounts Amount Number of Accounts Amount
Three months 11,364
$ 204
4,148
$ 77
Nine months 27,302
$ 478
6,857
$ 129



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
	Number of Accounts	Amount		Number of Accounts	Amount		Number of Accounts	Amount		Number of Accounts	Amount
Recorded investment	13,543	$	232	11,364	$	204	35,748	$	598	27,302	$	478

A redefault is when an account meets the requirements for evaluation under our charge-off policy (See Note 1 - "Summary of Significant Accounting Policies" ~~to the consolidated financial statements~~ in our Form 10-K for additional information).

The unpaid principal balance, net of recoveries, of loans that redefaulted during the reporting period and were within 12 months or less of being modified as a TDR were $912 million and $9 million for the three months ended September 30, 2014 and 2013, and $1522 million and $15 million for the~~three and~~ nine months ended September 30, ~~2013~~.2014 and 2013.

1510

Commercial Finance Receivables

Following is a summary of activity in our commercial finance receivables portfolio (in millions):


	Nine Months Ended September 30,												Nine Months Ended September 30,
	2013									2012			2014									2013
	North America			International			Total			North America			North America			International			Total			North America		International			Total
Commercial finance receivables, net of fees - beginning of period	$	560		$			$	560		$			$	1,975		$	4,725		$	6,700		$	560	$	—		$	560
International operations acquisition				3,990			3,990						—			—			—			—		3,990			3,990
Loans funded	3,919			12,280			16,199			584
Principal collections and other	(3,122		)	(12,509		)	(15,631		)	(300		)
Net funding (collections) of commercial finance receivables													551			144			695			797		(229		)	568
Charge-offs													—			—			—			—		—			—
Foreign currency translation				128			128						(13		)	(231		)	(244		)	—		128			128
Balance at end of period	$	1,357		$	3,889		$	5,246		$	284		$	2,513		$	4,638		$	7,151		$	1,357	$	3,889		$	5,246

A summary of the activity in the allowance for commercial loan losses is as follows (in millions):

Three Months Ended September 30, 2013
North America International Total
Balance at beginning of period $ 12
$ 12
$ 24
Provision for loan losses 1

1
Recoveries 4
4
Balance at end of period $ 13
$ 16
$ 29


							Three Months Ended September 30,
	Nine Months Ended September 30, 2013						2014								2013
	North America		International		Total		North America		International			Total			North America		International		Total
Balance at beginning of period	$	6	$		$	6	$	17	$	23		$	40		$	12	$	12	$	24
Provision for loan losses	7		11		18		—		(2		)	(2		)	1		—		1
Charge-offs							—		—			—			—		—		—
Recoveries			5		5		—		—			—			—		4		4
Foreign currency translation							—		(1		)	(1		)	—		—		—
Balance at end of period	$	13	$	16	$	29	$	17	$	20		$	37		$	13	$	16	$	29



	Nine Months Ended September 30,
	2014								2013
	North America		International			Total			North America		International		Total
Balance at beginning of period	$	17	$	34		$	51		$	6	$	—	$	6
Provision for loan losses	—		(13		)	(13		)	7		11		18
Charge-offs	—		—			—			—		—		—
Recoveries	—		—			—			—		5		5
Foreign currency translation	—		(1		)	(1		)	—		—		—
Balance at end of period	$	17	$	20		$	37		$	13	$	16	$	29

Commercial Credit Quality

We extend wholesale credit to dealers primarily in the form of approved lines of credit to purchase new vehicles as well as used vehicles. Each commercial lending request is evaluated, taking into consideration the borrower's financial condition and the underlying collateral for the loan.

We use a proprietary ~~model~~models to assign each dealer a risk rating. ~~This model uses~~These models use historical performance data to identify key factors about a dealer that we consider significant in predicting a dealer's ability to meet its financial obligations. We also consider numerous other financial and qualitative factors including capitalization and leverage, liquidity and cash flow, profitability and credit history.

We regularly review our ~~model~~models to confirm the continued business significance and statistical predictability of the factors and update the ~~model~~models to incorporate new factors or other information that improves ~~its~~ statistical predictability. In addition, we verify

the existence of the assets collateralizing the receivables by physical audits of vehicle inventories, which are performed with increased frequency for higher risk (i.e., Groups III, IV, V and VI) dealers. We perform a credit review of each dealer at least annually and adjust the dealer's risk rating, if necessary.

Performance of our commercial finance receivables is evaluated based on our internal dealer risk rating analysis, as payment for wholesale receivables is generally not required until the dealer has sold the vehicle inventory. Wholesale and dealer loan receivables with the same dealer customer share the same risk rating.

A summary of the credit risk profile by dealer grouping of the commercial finance receivables is as follows (in millions):


		September 30, 2013		December 31, 2012				September 30, 2014		December 31, 2013
Group I -	Dealers with strong to superior financial metrics	$	442	$	99
Group II -	Dealers with fair to favorable financial metrics	1,243		278
Group I						-	Dealers with superior financial metrics	$	711	$	598
Group II						-	Dealers with strong financial metrics	1,732		1,588
Group III -	Dealers with marginal to weak financial metrics	1,701		171		-	Dealers with fair financial metrics	2,606		2,174
Group IV -	Dealers with poor financial metrics	1,210		12		-	Dealers with weak financial metrics	1,315		1,622
Group V -	Dealers warranting special mention due to potential weaknesses	458
Group V						-	Dealers warranting special mention due to potential weaknesses	604		488
Group VI -	Dealers with loans classified as substandard, doubtful or impaired	192				-	Dealers with loans classified as substandard, doubtful or impaired	183		230
Balance at end of period	Balance at end of period	$	5,246	$	560	Balance at end of period		$	7,151	$	6,700

The credit lines for Group VI dealers are suspended and no further funding is extended to these dealers.

At September 30, 2014 and December 31, 2013, ~~99.7%~~ substantially all of our commercial finance receivables were current with respect to payment status.

Impaired Commercial Finance Receivables

We consider a loan impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The amount of impairment is based on expected proceeds, including the estimated amount of future cash flows and/or the fair value of underlying collateral, compared to the recorded investment of the loan. A specific allowance for losses is established in the amount of any measured impairment.

Commercial finance receivables classified as TDRs are assessed for impairment and included in our allowance for credit losses based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. For receivables where foreclosure is probable, the fair value of the collateral is used to estimate the specific impairment. At September 30, ~~2013~~2014 and December 31, ~~2012~~,2013, there were no outstanding commercial finance receivables classified as TDRs.

Note 3. Restricted Cash

The following table summarizes the components of restricted cash (in millions):



	September 30, 2014						December 31, 2013
	North America		International		Total		North America		International		Total
Securitization notes payable	$	1,046	$	357	$	1,403	$	890	$	208	$	1,098
Revolving credit facilities	26		267		293		62		415		477
Other	34		330		364		26		357		383
Total restricted cash	$	1,106	$	954	$	2,060	$	978	$	980	$	1,958

Restricted cash for securitization notes payable and revolving credit facilities is comprised of funds deposited as collateral required in restricted cash accounts to support securitization transactions or funds deposited in restricted cash accounts to provide additional collateral for borrowings under revolving credit facilities. Additionally, these funds include monthly collections from borrowers that have not yet been used for repayment of debt.

Other restricted cash is primarily comprised of deposits in Brazil held in escrow pending resolution of tax and civil litigation.

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Note 5.4.	Leased Vehicles

Our operating lease program is offered primarily in the North America Segment. ~~As of~~ At September 30, 2014 and December 31, 2013,, the amount of leased vehicles accounted for as operating leases in the International Segment is insignificant; therefore, the following information regarding our leased vehicles is presented on a consolidated basis.

Following is a summary of our leased vehicles (in millions):


	September 30, 2013			December 31, 2012			September 30, 2014			December 31, 2013
Leased vehicles	$	4,240		$	2,283		$	7,972		$	4,684
Manufacturer incentives	(593		)	(307		)	(1,171		)	(659		)
	3,647			1,976			6,801			4,025
Less: accumulated depreciation	(547		)	(273		)	(1,005		)	(642		)
Leased vehicles, net	$	3,100		$	1,703		$	5,796		$	3,383

A summary of the changes in our leased vehicles is as follows (in millions):

Nine Months Ended
September 30,
2013 2012
Balance at beginning of period $ 1,976
$ 887
International operations acquisition 9

Leased vehicles purchased 2,180
1,077
Leased vehicles returned - end of term (192 ) (43 )
Leased vehicles returned - default (16 ) (4 )
Manufacturer incentives (288 ) (149 )
Foreign currency translation (22 ) 18
Balance at end of period $ 3,647
$ 1,786

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~~As of~~ ~~September 30, 2013~~ ~~and~~ ~~December 31, 2012, our Canadian subsidiary was servicing~~ ~~$375 million~~ ~~and~~ ~~$625 million~~ ~~of leased vehicles for a third party.~~



	Nine Months Ended September 30,
	2014			2013
Balance at beginning of period	$	4,025		$	1,976
International operations acquisition	—			9
Leased vehicles purchased	4,077			2,180
Leased vehicles returned - end of term	(662		)	(192		)
Leased vehicles returned - default	(39		)	(16		)
Manufacturer incentives	(524		)	(288		)
Foreign currency translation	(76		)	(22		)
Balance at end of period	$	6,801		$	3,647

The following table summarizes minimum rental payments due to us as lessor under operating leases (in millions):

Years Ending December 31, 2013 2014 2015 2016 2017 2018
Minimum rental payments under operating leases $ 149
$ 545
$ 428
$ 186
$ 20
$ 2



	Years Ending December 31,
	2014		2015		2016		2017		2018		2019
Minimum rental payments under operating leases	$	272	$	1,012	$	780	$	366	$	51	$	3

At September 30, 2014 and December 31, 2013, our Canadian subsidiary was servicing $146 million and $303 million of leased vehicles for a third party.


Note 6.5.	Debt

Debt consists of the following (in millions):


	September 30, 2013						December 31, 2012		September 30, 2014						December 31, 2013
	North America		International		Total		North America		North America		International		Total		North America		International		Total
Secured
Revolving credit facilities	$	1,337	$	4,753	$	6,090	$	354	$	697	$	5,736	$	6,433	$	1,678	$	7,322	$	9,000
Securitization notes payable	10,470		1,887		12,357		9,024		12,177		4,322		16,499		10,801		2,272		13,073
Total secured	$	11,807	$	6,640	$	18,447	$	9,378	$	12,874	$	10,058	$	22,932	$	12,479	$	9,594	$	22,073

Unsecured
Bank lines	$		$	1,228	$	1,228	$
Senior notes	4,000				4,000		1,500		$	7,858	$	—	$	7,858	$	4,000	$	—	$	4,000
Credit facilities									—		2,217		2,217		—		2,370		2,370
Other unsecured debt									—		767		767		—		603		603
Total unsecured	$	4,000	$	1,228	$	5,228	$	1,500	$	7,858	$	2,984	$	10,842	$	4,000	$	2,973	$	6,973

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Secured Debt

~~Secured debt consists of securitization notes payable and other asset-secured credit facilities. The revolving secured debt facilities have revolving periods ranging from one to~~ ~~three~~ ~~years. At the end of the revolving period, if the facilities are not renewed, the debt will amortize over periods ranging up to~~ ~~six~~ ~~years.~~ Most of the secured debt was issued by variable interest entities, as further discussed in Note 76 - "Variable Interest Entities." This debt is repayable only from proceeds related to the underlying pledged finance receivables and ~~leases.~~lease related assets.

In connection with our merger with GM, we recorded an acquisition accounting premium that is being amortized against interest expense over the expected term of the securitization notes payable outstanding at the merger date. Amortization for the ~~nine months ended September 30, 2013 and 2012~~ ~~was~~ ~~$9 million~~ ~~and~~ ~~$26 million. At~~ ~~September 30, 2013, unamortized acquisition accounting premium of~~ ~~$1 million~~ is included in secured debt. In connection with our acquisition of the international operations, we recorded an acquisition accounting discount that will amortize to interest expense over the expected term of the secured credit facilities outstanding at the applicable acquisition date. Accretion forDuring the nine months ended September 30, ~~2013~~ ~~was~~ ~~$6 million. At~~ ~~September 30, 2013~~2014, ~~remaining acquisition accounting discount of~~ ~~$32 million~~ ~~is included in secured debt.~~

~~Interest rates on the secured debt in the North America Segment are primarily fixed, ranging from~~ ~~0.98%~~ to ~~5.86%~~ at ~~September 30, 2013~~ ~~and~~ ~~0.62%~~ to ~~12.84%~~ at ~~September 30, 2012. Interest rates on the secured debt in the International Segment are primarily floating, ranging from~~ ~~0.90%~~ to ~~7.70%~~ at ~~September 30, 2013. In the nine months ended September 30, 2013~~ we entered into ~~two revolving credit facilities secured by commercial finance receivables for a commitment of~~ ~~$1.3 billion~~$445 million in ~~aggregate. The facilities each have a one-year revolving period and have interest rates of~~ ~~0.7%~~ ~~and~~ ~~1.3%~~ ~~as of September 30, 2013. In the nine months ended September 30, 2013 we also issued securitization notes payable of~~ ~~$4.7 billion, with a weighted-average interest rate of~~ ~~1.6%~~ ~~maturing on various dates through~~ ~~2021. At September 30, 2013~~new revolving credit facilities and issued $7.1 billion in securitization notes payable.

We are required to hold funds in restricted cash accounts to provide additional collateral for borrowings under certain of our secured credit facilities. Additionally, certain of our secured credit facilities contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, ~~acquired with the international operations acquisition had balances outstanding of~~ ~~$4.8 billion~~ ~~and~~ ~~$1.9 billion. Issuance costs on the secured debt of~~ ~~$51 million~~enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as of servicer. At September 30, ~~2013~~ ~~and~~ ~~$31 million~~ ~~as of December 31, 2012 are included~~2014, we were in ~~other assets on the condensed consolidated balance sheets, and are amortized~~compliance with all covenants related to ~~interest expense over the expected term of the secured debt.~~our credit facilities.

Unsecured Debt

~~Unsecured debt consists primarily~~In July 2014, our top-tier holding company issued $1.5 billion in senior notes, of ~~bank lines,~~ which ~~were assumed~~$700 million are due in July 2017 and $800 million are due in July 2019. Interest on the ~~acquisition~~respective tranches is 2.625% and 3.50%, and is payable semiannually. In September 2014, our top-tier holding company issued $2.0 billion in senior notes, of which $750 million are due in September 2017 and $1.25 billion are due in September 2021. Interest on the ~~international operations,~~respective tranches is 3.00% and ~~senior unsecured notes.~~4.375%, and is payable semiannually. The other terms of ~~our unsecured bank lines range up to three years. If not renewed, any balance outstanding under~~all these ~~bank lines is either immediately due in full or else will amortize over a defined period. Interest rates on unsecured bank lines ranged from~~ ~~0.50%~~ to ~~9.00%~~ at ~~September 30, 2013~~.

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~~In May 2013, we issued~~ ~~$2.5 billion~~ ~~in aggregate principal amount of~~ senior notes ~~at rates ranging from~~ ~~2.75%~~ to ~~4.25%, and due between November 2016 and November 2023. Proceeds from~~are substantially the same as those of the senior notes ~~were used~~our top-tier holding company has previously issued. We intend to use the net proceeds from these offerings for ~~the acquisition and funding support~~general corporate purposes.

All of the ~~international operations, and are also used to support our overall growth. At~~ ~~September 30, 2013, we had~~ ~~$4.0 billion~~ of senior notes ~~that mature from 2016 through 2023 and have interest rates that range from~~ ~~2.75%~~ to ~~6.75%. All of~~issued by our ~~senior notes~~top-tier holding company may be redeemed, at our option, in whole or in part, at any time before maturity at the redemption prices as set forth in the indentures that govern the senior notes, plus accrued and unpaid interest, ~~and liquidated damages, if any,~~ to the redemption date. In addition, if a change of control occurs, as that term is defined in the indentures that govern the senior notes, prior to us being rated "investment grade" by at least two of three listed rating agencies, the holders of these senior notes will have the right, subject to certain conditions, to require us to repurchase their senior notes at a purchase price equal to 101% of the aggregate principal amount of senior notes repurchased plus accrued and unpaid interest, ~~and liquidated damages, if any,~~ as of the date of repurchase. ~~The~~All of our senior notes are guaranteed solely by AmeriCredit Financial Services, Inc. ("AFSI"); none of our other subsidiaries are guarantors of ~~the~~our senior notes. See Note 1715 - "Guarantor Consolidating Financial Statements" for further discussion.

The indentures that govern the senior notes issued by our top-tier holding company provide for customary events of default, including nonpayment, failure to comply with covenants or other agreements in the indentures, if any subsidiary guarantee shall cease to be in full force and effect or any guarantor shall deny or disaffirm its obligations under its subsidiary guarantee, and certain events of bankruptcy or insolvency. If any event of default occurs and is continuing with respect to a series of senior notes, the trustee or the holders of at least 25% in principal amount of the then outstanding senior notes of such series may declare all of the senior notes of such series to be due and payable immediately.

~~The following table presents the expected scheduled principal and interest payments under our contractual debt obligations (in millions):~~

Years Ending December 31, 2013 2014 2015 2016 2017 Thereafter Total
Secured debt $ 3,672
$ 6,334
$ 4,239
$ 2,686
$ 1,217
$ 299
$ 18,447
Unsecured debt 724
306
166
1,032
1,000
2,000
5,228
Interest 152
451
308
211
143
196
1,461
$ 4,548
$ 7,091
$ 4,713
$ 3,929
$ 2,360
$ 2,495
$ 25,136

~~As of~~ At September 30, ~~2013~~,2014, we were in compliance with all covenants related to our senior notes.

In May 2014 our Canadian subsidiary issued C$400 million of 3.25% senior notes through a private placement in Canada. The notes are due in May 2017 with interest payable semiannually. These notes are guaranteed by our ~~secured~~top-tier holding company and by AFSI. We intend to use the net proceeds from this offering for general corporate purposes.

The International Segment issues unsecured ~~debt.~~debt through credit facilities with banks and other non-bank funding instruments. During the nine months ended September 30, 2014, we entered into $181 million of new unsecured committed credit facilities.

In October 2014, a European subsidiary issued €500 million of 1.875% notes under its euro medium term notes program, which are listed on the Irish Stock Exchange. These notes are due in October 2019 with interest payable annually. These notes are guaranteed by our top-tier holding company and by AFSI. We intend to use the net proceeds for general corporate purposes.

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~~Note 7.~~	~~Variable Interest Entities~~

We use special-purpose entities ("SPEs") that are considered VIEs to issue variable funding notes to third party bank-sponsored warehouse facilities or asset-backed securities to investors in securitization transactions. The securities issued by these VIEs are backed by the cash flows related to finance receivablesNote 6. Variable Interest Entities

Securitizations and ~~leasing related assets transferred by us to the VIEs (securitized assets).~~

The transfers of the securitized assets to the SPEs are considered to be sales for legal purposes. However, the securitized assets and the related debt, accounted for as secured borrowings, remain on our condensed consolidated balance sheets as discussed below. Except for the acquisition accounting adjustments, which are not recorded at the SPE trusts, we recognize finance charge income, leased vehicle income and other income on the securitized assets and interest expense on the secured debt issued by the special-purpose entities. We also maintain an allowance for estimated probable credit ~~losses on the securitized assets to cover estimated incurred credit losses using a methodology consistent with that used for our non-securitized asset portfolio.~~

We hold variable interests in the VIEs that could potentially be significant to the VIEs. We determined that we are the primary beneficiary of the SPEs because (i) our servicing responsibilities for the securitized assets give us the power to direct the activities that most significantly impact the performance of the VIEs and (ii) our variable interests in the VIEs give us the obligation to absorb losses and the right to receive residual returns that could potentially be significant. Therefore, the assets and liabilities of the VIEs are included in our condensed consolidated balance sheets.facilities

The following table summarizes the assets and liabilities ~~related to~~of our consolidated VIEs related to securitization and credit facilities (in millions):

September 30, 2013 December 31, 2012
Restricted cash $ 1,350
$ 744
VIE securitized assets $ 21,761
$ 10,442
VIE liabilities $ 18,147
$ 9,378

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Restricted cash represents collections from the underlying securitized assets and certain reserve accounts held as credit enhancement on securitizations for the benefit of the noteholders. Cash pledged to support the secured borrowings is deposited to a restricted cash account, which is invested in highly liquid securities with original maturities of 90 days or less.



	September 30, 2014		December 31, 2013
Restricted cash	$	1,696	$	1,523
VIE assets	$	25,512	$	23,584
VIE liabilities	$	20,321	$	19,448

The assets of the VIEs and the restricted cash ~~held by us~~we hold serve as the sole source of repayment for the ~~asset-backed securities~~debt issued by these entities. Investors in the notes issued by the VIEs do not have recourse to us or our other assets, with the exception of customary representation and warranty repurchase provisions and indemnities we provide as the servicer. We are not required and do not currently intend to provide additional financial support to these VIEs. While these subsidiaries are included in our ~~condensed~~ consolidated financial statements, these subsidiaries are separate legal entities and their assets are legally owned by them and not available to our creditors.

In addition, we entered into interest rate swaps and caps with certain ~~SPEs~~special-purpose entities ("SPEs") that issue variable rate debt against fixed rate securitized assets. Under the terms of these swaps, the SPEs are obligated to pay us a fixed rate of interest on certain payment dates in exchange for receiving a floating rate of interest on notional amounts equal to the outstanding balance of the secured debt. This arrangement enables the SPEs to mitigate the interest rate risk inherent in issuing variable rate debt that is secured by fixed rate securitized assets, as required to maintain ratings on such securitizations. See Note 87 - "Derivative Financial ~~Instruments"~~Instruments and Hedging Activities" for further discussion.

Other VIEs

We consolidate certain operating entities that provide auto finance and financial services, which we do not control through a majority voting interest. We manage these entities and maintain a controlling financial interest in them and are exposed to the risks of ownership through contractual arrangements. The majority voting interests in these entities are indirectly wholly-owned by our parent, GM. Prior to December 2013, the voting interests in these entities were indirectly wholly-owned by us. At September 30, 2014 and December 31, 2013, total assets of these entities were $4.7 billion and $3.9 billion, which were comprised primarily of cash and cash equivalents and finance receivables; and total liabilities were $3.9 billion and $3.0 billion, which were comprised primarily of debt, accounts payable (primarily trade) and accrued liabilities. In the nine months ended September 30, 2014 total revenue recorded by these entities was $148 million and net income was $29 million. In the three months ended September 30, 2014 total revenue recorded by these entities was $30 million and net income was $8 million. These amounts are stated prior to intercompany eliminations and include amounts related to securitization and credit facilities held by consolidated VIEs. Liabilities recognized as a result of consolidating these entities generally do not represent claims against us or our other subsidiaries and assets recognized generally are for the benefit of these entities operations and cannot be used to satisfy our or our subsidiaries obligations.

Transfers of finance receivables to non-VIEs

Under certain debt agreements, we transfer finance receivables to third-party banks, which are not considered VIEs. These transfers do not meet the criteria to be considered sales; therefore, the finance receivables and the related debt are included in our condensed consolidated financial statements. Any collections received on the transferred receivables are available only for the repayment of the related debt. At September 30, 2014 and December 31, 2013, $2.7 billion and $2.8 billion in finance receivables had been transferred in secured funding arrangements to third-party banks, to which $2.6 billion and $2.7 billion in secured debt was outstanding.

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Note 8.7.	Derivative Financial Instruments and Hedging Activities

Derivative swap and cap agreements consist of the following (in millions):


	September 30, 2013				September 30, 2014				December 31, 2013
	Notional		Fair Value^(a)		Notional		Fair Value^(a)		Notional		Fair Value^(a)
Assets
Interest rate swaps	$	2,786	$	8	$	3,370	$	15	$	2,422	$	11
Interest rate caps	1,631		5		2,583		11		1,398		7
Foreign exchange swaps^(b)	1,500		1
Foreign currency swaps^(b)					1,678		—		1,678		3
Total assets^(c)	5,917		14		$	7,631	$	26	$	5,498	$	21
Liabilities
Interest rate swaps	4,012		16		$	4,618	$	38	$	4,266	$	17
Interest rate caps	1,442		6		2,252		11		1,206		7
Foreign exchange swaps^(b)	2,034		19
Foreign currency swaps^(b)					2,227		20		2,133		29
Total liabilities^(d)	$	7,488	$	41	$	9,097	$	69	$	7,605	$	53

_________________


(a)	See Note 98 - ~~"Fair~~" Fair Values of Assets and ~~Liabilities"~~Liabilities " for further discussion of fair value disclosure related to the derivatives.


(b)	The foreign ~~exchange~~currency swaps relate to (i) intercompany loans denominated in foreign currencies (notional balances on the intercompany loans of €~~610~~670 million, £~~432~~500 million and ~~182kr~~148kr million have been translated to USD) and (ii) a $550 million cross-currency swap for a securitization in the International Segment.


(c)	Included in other assets on the condensed consolidated balance sheets.


(d)	Included in other liabilities on the condensed consolidated balance sheets.

~~At December 31, 2012, we had derivative assets and liabilities with notional amounts of~~ ~~$775 million, which had an insignificant fair value.~~

~~Generally,~~As appropriate, we purchase interest rate cap agreements to limit floating rate exposures on certain of our revolving secured debt. We also utilize interest rate swap agreements to convert floating rate exposures on certain of our revolving debt or on securities issued in securitization transactions to fixed rates, thereby hedging the variability in interest expense paid.

~~In connection with the closing of the acquisition of the international operations from Ally Financial, we~~We provided loans denominated in foreign currencies (euro, British pound and Swedish krona) to ~~acquired~~certain of our international entities for the equivalent of $~~1.5~~1.7 billion. We purchase foreign ~~exchange~~currency swaps to hedge against any valuation change in the loans due to changes in foreign exchange rates. In addition, our operations in the U.K. issued debt denominated in U.S. dollars in an amount equivalent to £350 million and put a cross-currency swap in place to hedge against any valuation change in the debt due to changes in exchange rates.

~~Table of Contents~~

The following table ~~summarizes~~presents information on the ~~location and amount~~effect of ~~gains and losses on~~ derivative instruments ~~reported in our~~on the condensed consolidated ~~statement~~statements of income and comprehensive income (in millions):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Non-designated hedges:
Interest rate contracts^(a)	$	(9	)	$	5		$	(18	)	$	2
Foreign currency derivatives^(b)	141			(99		)	99			(111		)
	$	132		$	(94	)	$	81		$	(109	)

Three Months Ended Nine Months Ended
September 30, 2013
Gain recognized in interest expense
Interest rate contracts $ 5
$ 2
Loss recognized in operating expenses
Foreign exchange swaps^(a)
$ (99 ) $ (111 )

_________________


(a)	~~These losses~~(Losses) gains recognized in earnings are included in interest expense.


(b)	Gains for the three and nine months ended September 30, 2014 are substantially offset by translation ~~gains~~losses (included in operating expenses) related to the foreign currency-denominated loans described above.

~~The gain/loss amounts recognized in interest expense for the~~ ~~three and nine months ended September 30, 2012~~ ~~were insignificant.~~

~~Under the terms of our derivative financial instruments, we are required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of~~ ~~September 30, 2013 and December 31, 2012, these restricted cash accounts totaled~~ ~~$48 million~~ ~~and~~ ~~$4 million, and are included in other assets on the condensed consolidated balance sheets.~~


Note 9.8.	Fair Values of Assets and Liabilities

~~See~~Refer to Note 1210 - "Fair Values of Assets and Liabilities" to the consolidated financial statements in our Form 10-K for further discussion of valuation techniques and fair value measurement levels. ~~The fair value~~

Table of ~~our foreign exchange swaps use observable quoted prices for inputs and are considered Level 2 financial instruments.~~Contents

Assets and liabilities itemized below were measured at fair value on a recurring basis, using either the market approach (i), the cost approach (ii) or the income approach (iii) (in millions):

September 30, 2013
Fair Value Measurements Using
Level 1 Level 2 Level 3
Quoted
Prices In
Active
Markets For
Identical
Assets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs

Assets/
Liabilities
At Fair
Value
Assets
Money market funds^(i)(a)
$ 1,439
$ $ $ 1,439
Derivatives not designated as hedging instruments:
Interest rate swaps⁽ⁱⁱⁱ⁾
8
8
Interest rate caps⁽ⁱ⁾
5
5
Foreign exchange swaps⁽ⁱ⁾
1
1
Total assets $ 1,439
$ 6
$ 8
$ 1,453
Liabilities
Derivatives not designated as hedging instruments:
Interest rate swaps⁽ⁱⁱⁱ⁾
$ $ $ 16
$ 16
Interest rate caps⁽ⁱ⁾
6
6
Foreign exchange swaps⁽ⁱ⁾
19
19
Total liabilities $ $ 25
$ 16
$ 41



		Fair Value
	Level	September 30, 2014		December 31, 2013
Assets
Money market funds^(i)(a)	1	$	2,318	$	1,452
Derivatives not designated as hedging instruments:
Interest rate swaps⁽ⁱⁱⁱ⁾	3	15		11
Interest rate caps⁽ⁱ⁾	2	11		7
Foreign currency swaps⁽ⁱ⁾	2	—		3
Total assets		$	2,344	$	1,473
Liabilities
Derivatives not designated as hedging instruments:
Interest rate swaps⁽ⁱⁱⁱ⁾	3	$	38	$	17
Interest rate caps⁽ⁱ⁾	2	11		7
Foreign currency swaps⁽ⁱ⁾	2	20		29
Total liabilities		$	69	$	53

_________________


(a)	Excludes cash in banks of $1.3 billion and $~~1.7~~1.6 billion.

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December 31, 2012
Fair Value Measurements Using
Level 1
Quoted Prices In Active Markets For Identical Assets Assets / Liabilities At Fair Value
Assets
Money market funds^(i)(a)
$ 1,830
$ 1,830

~~_________________~~


~~(a)~~	~~Excludes cash in banks of~~ ~~$228 million~~. at September 30, 2014 and December 31, 2013.

~~The fair value of interest rate cap and swap assets and liabilities at December 31, 2012 was insignificant.~~

The tables below present a reconciliation for interest rate swap agreements measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions):


	Three Months Ended						Nine Months Ended						Three Months Ended September 30,
	September 30, 2013						September 30, 2013						2014						2013
	Assets			Liabilities			Assets			Liabilities			Assets			Liabilities			Assets			Liabilities
Balance at beginning of period	$	7		$	(20	)	$			$			$	17		$	(34	)	$	7		$	(20	)
Total realized and unrealized gains included in earnings	2			1			4			(4		)	(1		)	(11		)	2			1
Purchases							7			(19		)	—			—			—			—
Settlements	(3		)	7			(5		)	10			(1		)	5			(3		)	7
Foreign currency translation	2			(4		)	2			(3		)	—			2			2			(4		)
Balance at end of period	$	8		$	(16	)	$	8		$	(16	)	$	15		$	(38	)	$	8		$	(16	)


	Three Months Ended		Nine Months Ended						Nine Months Ended September 30,
	September 30, 2012		September 30, 2012						2014						2013
	Assets	Liabilities	Assets			Liabilities			Assets			Liabilities			Assets			Liabilities
Balance at beginning of period	$	$	$	2		$	(6	)	$	11		$	(17	)	$	—		$	—
Total realized and unrealized gains included in earnings									5			(37		)	4			(4		)
Purchases									—			—			7			(19		)
Settlements			(2		)	6			(1		)	14			(5		)	10
Foreign currency translation									—			2			2			(3		)
Balance at end of period	$	$	$			$			$	15		$	(38	)	$	8		$	(16	)

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Note ~~10.~~9.	Commitments and Contingencies

Guarantees of Indebtedness

The payments of principal and interest on ~~our~~ senior notes issued by our top-tier holding company are guaranteed by AFSI. ~~As of~~At September 30, ~~2013~~2014 and December 31, ~~2012~~2013, the par value of ~~our~~these senior notes was ~~$4.0~~$7.5 billion and ~~$1.5 billion~~.$4.0 billion. See Note 1715 - "Guarantor Consolidating Financial Statements" for further discussion.

Legal Proceedings

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and certain legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We establish reserves for legal claims when payments associated with the claims become probable and the payments can be reasonably estimated. Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, it is generally very difficult to predict what the eventual outcome will be, and when the matter will be resolved. The actual costs of resolving legal claims may be higher or lower than any amounts reserved for the claims. At September 30, 2014, we estimated our reasonably possible legal exposure for unfavorable outcomes to be $125 million, and have accrued $58 million.

Other Administrative Tax Matters

We accrue non-income tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. In the event any losses are sustained in excess of accruals, they will be charged against income at that time.

In evaluating indirect tax matters, we take into consideration factors such as our historical experience with matters of similar nature, specific facts and circumstances, and the likelihood of prevailing. We reevaluate and update our accruals as matters progress over time. It is reasonably possible that some of the matters for which accruals have not been established could be decided unfavorably to us and could require us to make expenditures for which we estimate the aggregate risk to be a range of up to $3275 million.


~~Note 11.~~	~~Income Taxes~~

Note 10. Income Taxes

For interim income tax reporting we estimate our annual effective tax rate and apply it to our year-to-date ordinary income. Tax jurisdictions with a projected or year-to-date loss for which a tax benefit cannot be realized are ~~excluded.~~excluded from the annualized effective tax rate. The tax effects of unusual

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or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

~~We had gross unrecognized tax benefits of~~ ~~$82 million~~ ~~and~~ ~~$53 million~~ at ~~September 30, 2013~~ ~~and~~ ~~December 31, 2012. The amounts of net unrecognized tax benefits that, if recognized, would affect the effective tax rate are~~ ~~$55 million~~ ~~and~~ ~~$28 million~~ at ~~September 30, 2013 and December 31, 2012~~. The increase in the gross unrecognized tax benefits is primarily due to the acquisition of the international operations. See Note 2 - "Acquisition of Ally Financial Inc. International Operations" for further discussion on the acquisition.

At ~~September 30, 2013, we believe that it is reasonably possible that the gross unrecognized tax benefits could decrease by~~ ~~$5 million~~ to ~~$13 million~~ in the next twelve months due to settlements or the expiration of statutes of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax laws and new authoritative rulings.

~~We recognize accrued interest and penalties associated with uncertain tax positions as a component of the income tax provision. As of~~ ~~September 30, 2013, accrued interest and penalties associated with uncertain tax positions were~~ ~~$17 million~~ ~~and~~ ~~$16 million. During the~~ ~~nine months ended September 30, 2013, we released~~ ~~$11 million~~ ~~in interest associated with uncertain tax positions. The interest release is primarily a result of the completion of an IRS audit as discussed below.~~

We have open tax years ranging from 2005 to 2012 with various U.S. federal, state and non-U.S. tax jurisdictions. Certain of our tax returns are currently under examination in these various tax jurisdictions. Since October 1, 2010, we have been included in GM's consolidated U.S. federal income tax returns. Similarly, we also file unitary, combined or consolidated state and local tax returns with GM in certain jurisdictions. We continue to file separate returns in those state, local and foreign taxing jurisdictions where filing a separate return is required. Prior to October 1, 2010, we filed income tax returns with the U.S. federal government and with various state, local and foreign jurisdictions. Our federal income tax returns for fiscal 2006 through 2010 were audited by the IRS and previously submitted to the Congressional Joint Committee on Taxation ("JCT") for review. Pursuant to a notice dated April 10, 2013, the JCT completed its review and took no exception to the conclusions reached by the IRS. The completion of the JCT review is reflected in the ~~September 30, 2013~~ ~~financial statements.~~

For taxable income recognized by us in any period beginning on or after October 1, 2010, we are obligated to pay GM for our share of the consolidated federal and state tax liabilities. Likewise, GM is obligated to reimburse us for the tax effects of net operating losses to the extent such losses could be carried back as if we had filed separate income tax returns. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. Under our tax sharing arrangement with GM, amended effective April 1, 2013, payments for the tax years 2010 through 2014 are deferred for four years from their original due date, with the first payment due December 15, 2014. The total amount of deferral cannot exceed ~~$1.0 billion~~. Any difference between the amounts paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes is reported in our condensed consolidated financial statements as additional paid-in capital. As of ~~September 30, 2013, a cumulative difference of~~ ~~$1 million~~ between the amounts to be paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes was reported in our condensed consolidated financial statements through additional paid-in capital. As of ~~September 30, 2013, we have recorded related party taxes payable to GM in the amount of~~ ~~$598 million, representing the tax effects of income earned subsequent to the merger with GM.~~

Our effective income tax rate was 24.0% and 31.2% for the three and nine months ended September 30, 2014 and 32.8% and 33.9% for the three and nine months ended September 30, 2013. ~~Our effective income tax rate was~~ ~~38.2%~~ ~~and~~ ~~37.8%~~ ~~for the~~ ~~three and nine months ended September 30, 2012~~. The decrease in the effective income tax rate is primarily ~~related~~due to the settlement of the IRS audit as well as the acquisition of the international operations, which resulted in income in jurisdictions with lower tax rates and other permanent differences; these decreases were offset by the tax effects of certain non-deductible transaction costs.settlements within various jurisdictions.


Note ~~12.~~11.	Fair ~~Value~~Values of Financial Instruments

Fair values are based on estimates using present value or other valuation techniques in cases where quoted market prices are not available. Those techniques are significantly affected by the assumptions used, including the discount rate and the estimated timing and amount of future cash flows. Therefore, the estimates of fair value may differ substantially from amounts that ultimately may be realized or paid at settlement or maturity of the financial instruments and those differences may be material. Disclosures about fair value of financial instruments exclude certain financial instruments and all non-financial instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of our company.

2318

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Estimated fair values, carrying values and various methods and assumptions used in valuing our financial instruments are set forth below ~~(dollars in~~(in millions):


			September 30, 2013				December 31, 2012						September 30, 2014				December 31, 2013
		Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value			Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	^(a)	1	$	1,756	$	1,756	$	1,289	$	1,289	^(a)	1	$	1,517	$	1,517	$	1,074	$	1,074
Finance receivables, net	^(b)	3	$	23,867	$	24,001	$	10,998	$	11,313	^(b)	3	$	31,722	$	32,064	$	29,282	$	29,301
Restricted cash - secured debt	^(a)	1	$	1,330	$	1,330	$	729	$	729
Restricted cash - unsecured debt	^(a)	1	$	41	$	41	$	15	$	15
Restricted cash - other	^(a)	1	$	57	$	57	$	24	$	24
Restricted cash											^(a)	1	$	2,060	$	2,060	$	1,958	$	1,958
Interest rate swap agreements	^(c)	3	$	8	$	8					^(c)	3	$	15	$	15	$	11	$	11
Interest rate cap agreements purchased	^(d)	2	$	5	$	5					^(d)	2	$	11	$	11	$	7	$	7
Foreign exchange swap agreements	^(d)	2	$	1	$	1
Foreign currency swap agreements											^(d)	2	$	—	$	—	$	3	$	3
Financial liabilities:
Secured debt
North America	^(e)	2	$	11,807	$	11,884	$	9,378	$	9,526	^(e)	2	$	12,874	$	12,935	$	12,479	$	12,565
International	^(f)	2	$	4,543	$	4,563					^(f)	2	$	5,394	$	5,409	$	5,113	$	5,113
International	^(g)	3	$	2,097	$	2,108					^(g)	3	$	4,664	$	4,641	$	4,481	$	4,492
Unsecured debt
North America	^(h)	2	$	4,000	$	4,011	$	1,500	$	1,620	^(h)	2	$	7,858	$	8,013	$	4,000	$	4,106
International	⁽ⁱ⁾	2	$	899	$	899					⁽ⁱ⁾	2	$	2,862	$	2,862	$	1,282	$	1,282
International	^(g)	3	$	329	$	329					^(g)	3	$	122	$	127	$	1,691	$	1,690
Interest rate swap agreements	^(c)	3	$	16	$	16					^(c)	3	$	38	$	38	$	17	$	17
Interest rate cap agreements sold	^(d)	2	$	6	$	6					^(d)	2	$	11	$	11	$	7	$	7
Foreign exchange swap agreements	^(d)	2	$	19	$	19
Foreign currency swap agreements											^(d)	2	$	20	$	20	$	29	$	29

_________________


(a)	~~The carrying value of cash~~Cash and cash equivalents and restricted cash bear interest at market rates; therefore, carrying value is considered to be a reasonable estimate of fair ~~value since these investments bear interest at market rates and have maturities of less than 90 days.~~value.

(b)

The fair value of the consumer finance receivables in the North America Segment is estimated based upon forecasted cash flows on the receivables discounted using a pre-tax weighted average cost of capital. The fair value of the consumer finance receivables in the International Segment is estimated based on forecasted cash flows on the receivables discounted using current origination rates for similar type loans. ~~Substantially all commercial~~Commercial finance receivables ~~either~~generally have variable interest rates and maturities of one year or ~~less, or were acquired or funded within the last year.~~less. Therefore, the carrying value is considered to be a reasonable estimate of fair value.


(c)	The fair values of the interest rate swap agreements are estimated by discounting future net cash flows expected to be settled using current risk-adjusted rates.


(d)	The fair values of the interest rate cap agreements and foreign ~~exchange~~currency swap agreements are based on quoted market prices.

(e)

Secured debt in the North America Segment is comprised of revolving credit facilities, publicly-issued secured debt, and privately-issued secured debt. For revolving credit facilities with variable rates of interest and terms of one year or less, carrying value is considered to be a reasonable estimate of fair value. The fair value of the publicly and privately issued secured term debt is based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated using quoted market prices of similar securities.


(f)	The level 2 secured debt in the International Segment has terms of one year or less, or has been priced within the last six months; therefore, ~~carrying~~par value is considered to be a reasonable estimate of fair value.


(g)	The fair value of level 3 secured debt and unsecured debt in the International Segment is estimated by discounting future net cash flows expected to be settled using current risk-adjusted rates. ~~These instruments were presented with level 2 valuations in the prior period.~~


(h)	The fair value of unsecured debt in the North America Segment is based on quoted market prices in thinly-traded markets.


(i)	The level 2 unsecured debt in the International Segment has terms of one year or less; therefore, ~~carrying~~par value is considered to be a reasonable estimate of fair value.

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The fair value of our consumer finance receivables is based on observable and unobservable inputs within a discounted cash flow model. Those unobservable inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cash flow model produces an estimated amortization schedule of the finance

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receivables which is the basis for the calculation of the series of cash flows that derive the fair value of the portfolio. For the North America Segment, the series of cash flows is calculated and discounted using a weighted average cost of capital using unobservable debt and equity percentages, an unobservable cost of equity and an observable cost of debt based on companies with a similar credit rating and maturity profile. For the International Segment, the series of cash flows is calculated and discounted using current interest rates. Macroeconomic factors could affect the credit performance of our portfolio and therefore could potentially impact the assumptions used in our cash flow model.


Note ~~13.~~12.	Segment Reporting

We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We evaluate our business in ~~reporting segments based on geographic regions:~~two operating segments: the North America Segment (consisting of operations in the ~~United States~~U.S. and Canada) and the International Segment (consisting of operations in all other countries). Our chief operating decision maker evaluates the operating results and performance of our business based on these ~~reporting~~operating segments. The management of each segment is responsible for executing our strategies.

For segment reporting purposes only, interest expense related to the senior ~~unsecured~~ notes has been allocated based on targeted leverage for each segment. Interest expense ~~on senior debt~~ in excess of the targeted overall leverage is reflected in the ~~“Corporate”~~"Corporate" column below. In addition, the interest ~~revenue~~income on ~~$1.5~~$1.7 billion in intercompany loans provided to the international operations is presented ~~as revenue~~ in the ~~“Corporate”~~"Corporate" column ~~below.~~as revenue.

All inter-segment balances and transactions have been eliminated.

Key ~~operating~~financial data for our ~~reporting~~operating segments were as follows (in millions):


	Three Months Ended September 30, 2013											Three Months Ended September 30, 2014
	North America		International		Corporate		Eliminations			Total		North America		International		Corporate		Eliminations			Total
Total revenue	$	622	$	245	$	13	$	(13	)	$	867	$	759	$	502	$	14	$	(14	)	$	1,261
Operating expenses, including leased vehicle expenses	246		90							336		366		159		—		—			525
Provision for credit losses	108		9							117
Provision for loan losses												119		41		—		—			160
Interest expense	93		76		12		(13		)	168		124		244		14		(14		)	368
Acquisition and integration expenses			7							7
Income before income taxes	$	175	$	63	$	1	$			$	239	$	150	$	58	$	—	$	—		$	208


	Nine Months Ended September 30, 2013											Three Months Ended September 30, 2013
	North America		International		Corporate		Eliminations			Total		North America		International		Corporate		Eliminations			Total
Total revenue	$	1,750	$	493	$	28	$	(28	)	$	2,243	$	622	$	245	$	13	$	(13	)	$	867
Operating expenses, including leased vehicle expenses	637		179							816		246		90		—		—			336
Provision for credit losses	283		28							311
Provision for loan losses												108		9		—		—			117
Interest expense	266		157		19		(28		)	414		93		76		12		(13		)	168
Acquisition and integration expenses			29							29		—		7		—		—			7
Income before income taxes	$	564	$	100	$	9	$			$	673	$	175	$	63	$	1	$	—		$	239

September 30, 2013

North
America
International Total
Finance receivables, net $ 12,232
$ 11,635
$ 23,867
Total assets $ 18,970
$ 12,914
$ 31,884



	Nine Months Ended September 30, 2014
	North America		International		Corporate			Eliminations			Total
Total revenue	$	2,086	$	1,463	$	45		$	(45	)	$	3,549
Operating expenses, including leased vehicle expenses	950		459		—			—			1,409
Provision for loan losses	312		96		—			—			408
Interest expense	320		706		56			(45		)	1,037
Income before income taxes	$	504	$	202	$	(11	)	$	—		$	695

2520

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	Nine Months Ended September 30, 2013
	North America		International		Corporate		Eliminations			Total
Total revenue	$	1,750	$	493	$	28	$	(28	)	$	2,243
Operating expenses, including leased vehicle expenses	637		179		—		—			816
Provision for loan losses	283		28		—		—			311
Interest expense	266		157		19		(28		)	414
Acquisition and integration expenses	—		29		—		—			29
Income before income taxes	$	564	$	100	$	9	$	—		$	673



	September 30, 2014						December 31, 2013
	North America		International		Total		North America		International		Total
Finance receivables, net	$	14,575	$	17,147	$	31,722	$	12,878	$	16,404	$	29,282
Total assets	$	24,032	$	19,541	$	43,573	$	19,094	$	18,896	$	37,990


Note ~~14.~~13.	Accumulated Other Comprehensive (Loss) Income

A summary of changes in accumulated other comprehensive income (loss) is as follows (in millions):


	Nine Months Ended September 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2014			2013			2014			2013
Unrealized gains on cash flow hedges:
Defined benefit plans, net:
Balance at beginning of period	$			$	2		$	3		$	—		$	3		$	—
Reclassification into earnings, in interest expense, net of taxes				(2		)
Unrealized gain on subsidiary pension							—			—			—			—
Balance at end of period							3			—			3			—
Foreign currency translation adjustment:
Balance at beginning of period	(3		)	(9		)	62			(68		)	8			(3		)
Translation gain	30			9
Translation (loss) gain							(272		)	95			(218		)	30
Balance at end of period	27						(210		)	27			(210		)	27
Total accumulated other comprehensive income	$	27		$
Total accumulated other comprehensive (loss) income							$	(207	)	$	27		$	(207	)	$	27


Note ~~15.~~14.	Regulatory Capital ~~and Other Regulatory Matters~~

The International Segment includes the operations of certain stand-alone entities that operate in local markets as either banks or regulated finance companies ~~and~~that are subject to regulatory restrictions. These regulatory restrictions, among other things, require that these entities meet certain minimum capital requirements and may restrict dividend distributions and ownership of certain assets.

We were in compliance with all regulatory requirements at September 30, 2014. Total assets of our regulated international banks and finance companies were approximately ~~$7.3~~$11.4 billion and $12.1 billion at September 30, 2014 and December 31, 2013.


~~Note 16.~~	~~Subsequent Event~~

~~On October 1, 2013, we completed the acquisition of Ally Financial's auto finance operations in Brazil. We paid~~ ~~$611 million, subject to certain closing adjustments, to acquire this business.~~

We will record the fair value of the assets acquired and liabilities assumed on October 1, 2013, the date we obtained control of the operations, and include the results of their operations and cash flows in our condensed consolidated financial statements from that date forward.

The following table summarizes certain pro forma financial information for us and the acquired entities that closed on October 1, 2013, had these acquisitions occurred on January 1, 2012 (in millions):

Supplemental Pro Forma - Combined
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Total revenue $ 1,059
$ 697
$ 2,818
$ 1,992
Net income $ 188
$ 141
$ 524
$ 397

It is not possible to reasonably estimate the nature and amount of any potential goodwill or the value of identifiable intangible assets at this time because the valuation of the assets acquired and liabilities assumed was not completed at the date of the issuance of our condensed consolidated financial statements.


Note ~~17.~~15.	Guarantor Consolidating Financial Statements

The payment of principal and interest on senior notes issued by our top-tier holding company is currently guaranteed solely by AFSI (the "Guarantor") and none of our other subsidiaries (the "Non-Guarantor Subsidiaries"). The separate financial statements of the Guarantor are not included herein because the Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes.

The consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent only basis), (ii) the Guarantor, (iii) the combined Non-Guarantor Subsidiaries, (iv) an elimination column for adjustments to arrive at the information for the parent company and our subsidiaries on a consolidated basis and (v) the parent company and

~~Table of Contents~~

our subsidiaries on a consolidated basis ~~as of~~at September 30, ~~2013~~2014 and December 31, ~~2012~~,2013, and for the three and nine months ended September 30, ~~2013~~2014 and ~~2012~~.2013.

Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions.

2721

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, ~~2013~~2014

(~~unaudited, in~~In millions)

(Unaudited)


	General Motors Financial Company, Inc.			Guarantor		Non- Guarantors			Eliminations			Consolidated		General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents	$			$	1,250	$	506		$			$	1,756	$	—		$	809		$	708		$	—		$	1,517
Finance receivables, net				926		22,941						23,867		—			1,901			29,821			—			31,722
Restricted cash						1,371						1,371		—			19			2,041			—			2,060
Property and equipment, net				4		120						124		—			8			157			—			165
Leased vehicles, net						3,100						3,100		—			—			5,796			—			5,796
Deferred income taxes	3					66						69		22			—			518			(183		)	357
Goodwill	1,095					61						1,156		1,095			—			150			—			1,245
Related party receivables	36					75						111		—			18			177			—			195
Other assets	76			56		202			(4		)	330		97			45			374			—			516
Due from affiliates	4,259			863					(5,122		)			6,510			—			—			(6,510		)	—
Investment in affiliates	6,345			2,990					(9,335		)			7,373			3,397			—			(10,770		)	—
Total assets	$	11,814		$	6,089	$	28,442		$	(14,461	)	$	31,884	$	15,097		$	6,197		$	39,742		$	(17,463	)	$	43,573
Liabilities and Shareholder's Equity
Liabilities:
Secured debt	$			$		$	18,447		$			$	18,447	$	—		$	—		$	22,932		$	—		$	22,932
Unsecured debt	4,000					1,228						5,228		7,500			—			3,342			—			10,842
Accounts payable and accrued expenses	141			162		295			(4		)	594		86			141			763			—			990
Deferred income						157						157		—			—			317			—			317
Deferred taxes liabilities	(28		)	164		(72		)				64
Deferred income taxes														—			200			4			(183		)	21
Taxes payable	79					47						126		76			—			163			—			239
Related party taxes payable	598											598		877			—			1			(1		)	877
Related party payables														—			—			603			—			603
Other liabilities				9		144						153		—			22			172			—			194
Related party payables	1					356						357
Due to affiliates	863			2,179		2,080			(5,122		)			—			1,760			4,749			(6,509		)	—
Total liabilities	5,654			2,514		22,682			(5,126		)	25,724		8,539			2,123			33,046			(6,693		)	37,015
Shareholder's equity:
Common stock						801			(801		)			—			—			698			(698		)	—
Additional paid-in capital	4,765			79		2,864			(2,943		)	4,765		4,798			79			3,111			(3,190		)	4,798
Accumulated other comprehensive income	27			10		47			(57		)	27
Accumulated other comprehensive (loss) income														(207		)	(38		)	(192		)	230			(207		)
Retained earnings	1,368			3,486		2,048			(5,534		)	1,368		1,967			4,033			3,079			(7,112		)	1,967
Total shareholder's equity	6,160			3,575		5,760			(9,335		)	6,160		6,558			4,074			6,696			(10,770		)	6,558
Total liabilities and shareholder's equity	$	11,814		$	6,089	$	28,442		$	(14,461	)	$	31,884	$	15,097		$	6,197		$	39,742		$	(17,463	)	$	43,573

2822

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2012~~2013

(inIn millions)

(Unaudited)


	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated			General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents	$			$	1,252		$	37		$			$	1,289		$	—		$	395		$	679		$	—		$	1,074
Finance receivables, net				1,558			9,440						10,998			—			612			28,670			—			29,282
Restricted cash							744						744			—			20			1,938			—			1,958
Property and equipment, net				4			48						52			—			5			127			—			132
Leased vehicles, net							1,703						1,703			—			—			3,383			—			3,383
Deferred income taxes	39			(28		)	96						107			1			—			358			—			359
Goodwill	1,095						13						1,108			1,095			—			145			—			1,240
Related party receivables	66												66			29			—			100			—			129
Other assets	14			18			98						130			74			5			358			(4		)	433
Due from affiliates	2,063									(2,063		)				3,754			863			—			(4,617		)	—
Investment in affiliates	3,274			2,193						(5,467		)				6,994			3,565			—			(10,559		)	—
Total assets	$	6,551		$	4,997		$	12,179		$	(7,530	)	$	16,197		$	11,947		$	5,465		$	35,758		$	(15,180	)	$	37,990
Liabilities and Shareholder's Equity
Liabilities:
Secured debt	$			$			$	9,378		$			$	9,378		$	—		$	—		$	22,073		$	—		$	22,073
Unsecured debt	1,500												1,500			4,000			—			2,973			—			6,973
Accounts payable and accrued expenses	22			90			105						217			101			133			716			(4		)	946
Deferred income							70						70			—			—			168			—			168
Deferred income taxes																(28		)	161			(46		)	—			87
Taxes payable	91			4			(2		)				93			83			—			204			—			287
Related party taxes payable	559												559			643			—			1			(1		)	643
Related party payables																—			—			368			—			368
Other liabilities							1						1			—			14			146			—			160
Due to affiliates				1,669			394			(2,063		)				863			1,474			2,280			(4,617		)	—
Total liabilities	2,172			1,763			9,946			(2,063		)	11,818			5,662			1,782			28,883			(4,622		)	31,705
Shareholder's equity:
Common stock							570			(570		)				—			—			532			(532		)	—
Additional paid-in capital	3,459			79			123			(202		)	3,459			4,785			79			3,833			(3,912		)	4,785
Accumulated other comprehensive (loss) income	(3		)	(11		)	13			(2		)	(3		)
Accumulated other comprehensive income (loss)																11			(8		)	24			(16		)	11
Retained earnings	923			3,166			1,527			(4,693		)	923			1,489			3,612			2,486			(6,098		)	1,489
Total shareholder's equity	4,379			3,234			2,233			(5,467		)	4,379			6,285			3,683			6,875			(10,558		)	6,285
Total liabilities and shareholder's equity	$	6,551		$	4,997		$	12,179		$	(7,530	)	$	16,197		$	11,947		$	5,465		$	35,758		$	(15,180	)	$	37,990

2923

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2014

(In millions)

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	48		$	835		$	—		$	883
Leased vehicle income	—			—			297			—			297
Other income	18			115			46			(98		)	81
Equity in income of affiliates	242			139			—			(381		)	—
	260			302			1,178			(479		)	1,261
Costs and expenses
Salaries and benefits	—			64			94			—			158
Other operating expenses	117			(75		)	160			(63		)	139
Total operating expenses	117			(11		)	254			(63		)	297
Leased vehicle expenses	—			—			228			—			228
Provision for loan losses	—			97			63			—			160
Interest expense	56			8			339			(35		)	368
	173			94			884			(98		)	1,053
Income before income taxes	87			208			294			(381		)	208
Income tax (benefit) provision	(71		)	27			94			—			50
Net income	$	158		$	181		$	200		$	(381	)	$	158

Comprehensive (loss) income	$	(114	)	$	148		$	(71	)	$	(77	)	$	(114	)

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2013

(~~unaudited, in~~In millions)

(Unaudited)


	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated		General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$			$	37		$	610	$			$	647	$	—		$	37		$	610	$	—		$	647
Leased vehicle income							172					172		—			—			172		—			172
Other income	42			85			100		(179		)	48		42			85			100		(179		)	48
Equity in income of affiliates	113			123					(236		)			113			123			—		(236		)	—
	155			245			882		(415		)	867		155			245			882		(415		)	867
Costs and expenses
Salaries and benefits				56			67					123		—			56			67		—			123
Other operating expenses	(74		)	42			112					80		(74		)	42			112		—			80
Total operating expenses	(74		)	98			179					203		(74		)	98			179		—			203
Leased vehicle expenses							133					133		—			—			133		—			133
Provision for loan losses				53			64					117		—			53			64		—			117
Interest expense	57			54			236		(179		)	168		57			54			236		(179		)	168
Acquisition and integration expenses							7					7		—			—			7		—			7
	(17		)	205			619		(179		)	628		(17		)	205			619		(179		)	628
Income before income taxes	172			40			263		(236		)	239		172			40			263		(236		)	239
Income tax (benefit) provision	11			(25		)	92					78
Income tax provision (benefit)														11			(25		)	92		—			78
Net income	$	161		$	65		$	171	$	(236	)	$	161	$	161		$	65		$	171	$	(236	)	$	161

Comprehensive income	$	256		$	79		$	266	$	(345	)	$	256	$	256		$	79		$	266	$	(345	)	$	256

3025

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

~~Three~~Nine Months Ended September 30, ~~2012~~2014

(~~unaudited, in~~In millions)

(Unaudited)


	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated		General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$			$	43		$	374	$			$	417	$	—		$	117		$	2,478	$	—		$	2,595
Leased vehicle income							80					80		—			—			735		—			735
Other income	11			39			51		(84		)	17		58			346			126		(311		)	219
Equity in income of affiliates	131			148					(279		)			601			408			—		(1,009		)	—
	142			230			505		(363		)	514		659			871			3,339		(1,320		)	3,549
Costs and expenses
Salaries and benefits				51			23					74		—			180			268		—			448
Other operating expenses	4			(23		)	50					31		112			(1		)	474		(187		)	398
Total operating expenses	4			28			73					105		112			179			742		(187		)	846
Leased vehicle expenses							56					56		—			—			563		—			563
Provision for loan losses				44			34					78		—			232			176		—			408
Interest expense	17			34			108		(84		)	75		155			27			979		(124		)	1,037
	21			106			271		(84		)	314		267			438			2,460		(311		)	2,854
Income before income taxes	121			124			234		(279		)	200		392			433			879		(1,009		)	695
Income tax (benefit) provision	(2		)	(6		)	85					77		(86		)	11			292		—			217
Net income	$	123		$	130		$	149	$	(279	)	$	123	$	478		$	422		$	587	$	(1,009	)	$	478

Comprehensive income	$	133		$	130		$	169	$	(299	)	$	133	$	260		$	392		$	371	$	(763	)	$	260

3126

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2013

(~~unaudited, in~~In millions)

(Unaudited)


	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated		General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$			$	106		$	1,603	$			$	1,709	$	—		$	106		$	1,603	$	—		$	1,709
Leased vehicle income							415					415		—			—			415		—			415
Other income	91			209			228		(409		)	119		91			209			228		(409		)	119
Equity in income of affiliates	413			427					(840		)			413			427			—		(840		)	—
	504			742			2,246		(1,249		)	2,243		504			742			2,246		(1,249		)	2,243
Costs and expenses
Salaries and benefits				158			155					313		—			158			155		—			313
Other operating expenses	(76		)	(7		)	272					189		(76		)	(7		)	272		—			189
Total operating expenses	(76		)	151			427					502		(76		)	151			427		—			502
Leased vehicle expenses							314					314		—			—			314		—			314
Provision for loan losses				180			131					311		—			180			131		—			311
Interest expense	128			143			552		(409		)	414		128			143			552		(409		)	414
Acquisition and integration expenses							29					29		—			—			29		—			29
	52			474			1,453		(409		)	1,570		52			474			1,453		(409		)	1,570
Income before income taxes	452			268			793		(840		)	673		452			268			793		(840		)	673
Income tax (benefit) provision	7			(52		)	273					228
Income tax provision (benefit)														7			(52		)	273		—			228
Net income	$	445		$	320		$	520	$	(840	)	$	445	$	445		$	320		$	520	$	(840	)	$	445

Comprehensive income	$	475		$	341		$	553	$	(894	)	$	475	$	475		$	341		$	553	$	(894	)	$	475

3227

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF ~~INCOME~~CASH FLOWS

Nine Months Ended September 30, ~~2012~~2014

(~~unaudited, in~~In millions)

(Unaudited)

General
Motors
Financial
Company,
Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
Revenue
Finance charge income $ $ 111
$ 1,068
$ $ 1,179
Leased vehicle income 199
199
Other income 33
149
205
(333 ) 54
Equity in income of affiliates 390
467
(857 )

423
727
1,472
(1,190 ) 1,432
Costs and expenses
Salaries and benefits 147
71
218
Other operating expenses 12
(79 ) 146
79
Total operating expenses 12
68
217
297
Leased vehicle expenses 147
147
Provision for loan losses 171
17
188
Interest expense 45
134
356
(333 ) 202
57
373
737
(333 ) 834
Income before income taxes 366
354
735
(857 ) 598
Income tax (benefit) provision (6 ) (34 ) 266
226
Net income $ 372
$ 388
$ 469
$ (857 ) $ 372
Comprehensive income $ 379
$ 388
$ 487
$ (875 ) $ 379



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	255		$	233		$	912		$	—		$	1,400
Cash flows from investing activities:
Purchases of consumer finance receivables, net	—			(4,872		)	(9,297		)	3,319			(10,850		)
Principal collections and recoveries on consumer finance receivables	—			(109		)	8,233			—			8,124
Proceeds from sale of consumer finance receivables, net	—			3,319			—			(3,319		)	—
Net collections (funding) of commercial finance receivables	—			160			(568		)	—			(408		)
Purchases of leased vehicles, net	—			—			(3,227		)	—			(3,227		)
Proceeds from termination of leased vehicles	—			—			395			—			395
Acquisition of international operations, net of cash acquired	(46		)	—			—			—			(46		)
Purchases of property and equipment	—			(4		)	(33		)	—			(37		)
Change in restricted cash	—			1			(188		)	—			(187		)
Change in other assets	—			—			(2		)	—			(2		)
Net change in investment in affiliates	—			546			—			(546		)	—
Net cash used in investing activities	(46		)	(959		)	(4,687		)	(546		)	(6,238		)
Cash flows from financing activities:
Net decrease in debt (original maturities less than three months)	—			—			(913		)	—			(913		)
Borrowings and issuance of secured debt	—			—			15,847			—			15,847
Payments on secured debt	—			—			(13,568		)	—			(13,568		)
Borrowings and issuance of unsecured debt	3,500			—			1,903			—			5,403
Payments on unsecured debt	—			—			(1,339		)	—			(1,339		)
Net capital contributions	26			—			(572		)	546			—
Debt issuance costs	(39		)	—			(68		)				(107		)
Net change in due from/due to affiliates	(3,696		)	1,140			2,556			—			—
Net cash (used in) provided by financing activities	(209		)	1,140			3,846			546			5,323
Net increase in cash and cash equivalents	—			414			71			—			485
Effect of foreign exchange rate changes on cash and cash equivalents	—			—			(42		)				(42		)
Cash and cash equivalents at beginning of period	—			395			679			—			1,074
Cash and cash equivalents at end of period	$	—		$	809		$	708		$	—		$	1,517

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2013

(~~unaudited, in~~In millions)

(Unaudited)

General
Motors
Financial
Company,
Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
Net cash provided by operating activities $ 106
$ 286
$ 762
$ $ 1,154
Cash flows from investing activities:
Purchases of consumer finance receivables, net (3,971 ) (6,557 ) 4,207
(6,321 )
Principal collections and recoveries on consumer finance receivables

5,099
5,099
Proceeds from sale of consumer finance receivables, net 4,207
(4,207 )
Funding of commercial finance receivables, net (3,395 ) (15,391 ) 2,593
(16,193 )
Collections of commercial finance receivables 1,069
14,616
15,685
Proceeds from sale of commercial finance receivables, net 2,593
(2,593 )

Purchases of leased vehicles, net (1,746 ) (1,746 )
Proceeds from termination of leased vehicles 142
142
Acquisition of international operations, net of cash on hand (2,547 ) (863 ) 440
863
(2,107 )
Purchases of property and equipment (1 ) (9 ) (10 )
Change in restricted cash (74 ) (74 )
Change in other assets (44 ) 22
(22 )
Net change in investment in affiliates (29 ) (350 ) 379

Net cash used in investing activities (2,576 ) (755 ) (3,458 ) 1,242
(5,547 )
Cash flows from financing activities:
Borrowings and issuance of secured debt 11,676
11,676
Payments on secured debt (9,009 ) (9,009 )
Borrowings and issuance of unsecured debt 2,500
1,698
4,198
Payments on unsecured debt (1,817 ) (1,817 )
Borrowings on related party line of credit 1,100
1,100
Payments on related party line of credit (1,100 ) (1,100 )
Repayment of debt to Ally Financial (1,416 ) (1,416 )
Capital contribution from parent 1,300
382
(382 ) 1,300
Debt issuance costs (29 ) (40 ) (69 )
Net change in due from/due to affiliates (1,301 ) 467
1,697
(863 )

Net cash provided by (used in) financing activities 2,470
467
3,171
(1,245 ) 4,863
Net (decrease) increase in cash and cash equivalents (2 ) 475
(3 ) 470
Effect of foreign exchange rate changes on cash and cash equivalents (6 ) 3
(3 )
Cash and cash equivalents at beginning of period 1,252
37
1,289
Cash and cash equivalents at end of period $ $ 1,250
$ 506
$ $ 1,756

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	106		$	286		$	862		$	—		$	1,254
Cash flows from investing activities:
Purchases of consumer finance receivables, net	—			(3,971		)	(6,546		)	4,207			(6,310		)
Principal collections and recoveries on consumer finance receivables	—			—			5,099			—			5,099
Proceeds from sale of consumer finance receivables, net	—			4,207			—			(4,207		)	—
Net funding of commercial finance receivables	—			(2,326		)	(886		)	2,593			(619		)
Proceeds from sale of commercial finance receivables, net	—			2,593			—			(2,593		)	—
Purchases of leased vehicles, net	—			—			(1,746		)	—			(1,746		)
Proceeds from termination of leased vehicles	—			—			142			—			142
Acquisition of international operations, net of cash acquired	(2,547		)	(863		)	440			863			(2,107		)
Purchases of property and equipment	—			(1		)	(9		)	—			(10		)
Change in restricted cash	—			—			(74		)	—			(74		)
Change in other assets	—			(44		)	22			—			(22		)
Net change in investment in affiliates	(29		)	(350		)	—			379			—
Net cash used in investing activities	(2,576		)	(755		)	(3,558		)	1,242			(5,647		)
Cash flows from financing activities:
Borrowings and issuance of secured debt	—			—			11,676			—			11,676
Payments on secured debt	—			—			(9,009		)	—			(9,009		)
Borrowings and issuance of unsecured debt	2,500			—			1,698			—			4,198
Payments on unsecured debt	—			—			(1,817		)	—			(1,817		)
Borrowings on related party line of credit	1,100			—			—			—			1,100
Payments on related party line of credit	(1,100		)	—			—			—			(1,100		)
Repayment of debt to Ally Financial	—			—			(1,416		)	—			(1,416		)
Net capital contributions	1,300			—			382			(382		)	1,300
Debt issuance costs	(29		)	—			(40		)	—			(69		)
Net change in due from/due to affiliates	(1,301		)	467			1,697			(863		)	—
Net cash provided by financing activities	2,470			467			3,171			(1,245		)	4,863
Net increase (decrease) in cash and cash equivalents	—			(2		)	475			(3		)	470
Effect of foreign exchange rate changes on cash and cash equivalents	—			—			(6		)	3			(3		)
Cash and cash equivalents at beginning of period	—			1,252			37			—			1,289
Cash and cash equivalents at end of period	$	—		$	1,250		$	506		$	—		$	1,756

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~Nine Months Ended September 30, 2012~~

~~(unaudited, in millions)~~

General
Motors
Financial
Company,
Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
Net cash provided by operating activities $ 236
$ 166
$ 529
$ $ 931
Cash flows from investing activities:
Purchases of consumer finance receivables, net (4,354 ) (4,116 ) 4,116
(4,354 )
Principal collections and recoveries on consumer finance receivables 3,050
3,050
Proceeds from sale of consumer finance receivables, net 4,116
(4,116 )
Funding of commercial finance receivables, net (582 ) (582 )
Collections of commercial finance receivables 300
300
Purchases of leased vehicles, net (857 ) (857 )
Proceeds from termination of leased vehicles 33
33
Purchases of property and equipment (2 ) (9 ) (11 )
Change in restricted cash 219
219
Change in other assets (21 ) 29
(2 ) 6
Net change in investment in affiliates 2,177
(2,177 )
Net cash (used in) provided by investing activities (21 ) 1,684
(1,682 ) (2,177 ) (2,196 )
Cash flows from financing activities:
Borrowings and issuance of secured debt 6,600
6,600
Payments on secured debt (5,059 ) (5,059 )
Borrowings and issuance of unsecured debt 1,000
1,000
Debt issuance costs (12 ) (31 ) (43 )
Retirement of debt (1 ) (1 )
Net capital contribution to subsidiaries (2,187 ) 2,187

Net change in due from/due to affiliates (1,202 ) (608 ) 1,810

Net cash (used in) provided by financing activities (215 ) (608 ) 1,133
2,187
2,497
Net increase (decrease) in cash and cash equivalents 1,242
(20 ) 10
1,232
Effect of foreign exchange rate changes on cash and cash equivalents 12
(10 ) 2
Cash and cash equivalents at beginning of period 500
72
572
Cash and cash equivalents at end of period $ $ 1,742
$ 64
$ $ 1,806

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Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

~~GM Financial is~~We are a global provider of automobile finance solutions, and we operate in the market as the wholly-owned captive finance subsidiary of our parent, GM. ~~As a result of the acquisition of the international operations, we~~We conduct our business generally in two segments, in North America and internationally in Europe and Latin America. The North America Segment includes operations in the ~~United States~~U.S. and Canada. The International Segment includes operations in Austria, Belgium, Brazil, Chile, Colombia, France, Germany, Greece, Italy, Mexico, the Netherlands, Portugal, Spain, Sweden, Switzerland and the ~~United Kingdom, and, beginning on October 1, 2013, Brazil. Upon the closing of the acquisition of the remaining portion of the international operations~~U.K. Additionally, we ~~will conduct business in China (through an~~have agreed to acquire Ally Financial's non-controlling 40% equity interest in ~~GMAC-SAIC)~~GMAC-SAIC Automotive Finance Company Limited ("GMAC-SAIC"), a joint venture, which conducts auto finance operations in China. This agreement is subject to certain regulatory and ~~this~~other approvals. We consider it probable that our acquisition of Ally Financial's interest in GMAC-SAIC will ~~be included~~occur in ~~our International Segment.~~late 2014 or as soon as practicable thereafter.

North America Operations

Consumer

Our automobile finance programs in the North America Segment include sub-prime lending and full credit spectrum ~~leasing.~~leasing and, more recently, prime lending, offered through GM-franchised dealers under the "GM Financial" brand. We also offer sub-prime lending, through other manufacturer-franchised and independent dealers under the "AmeriCredit" brand. Our sub-prime lending program is designed to serve customers who have limited access to automobile financing through banks and credit unions. Our typical borrowers have experienced prior credit difficulties or have limited credit histories and generally have credit bureau scores ranging from 500 to 700. We generally charge higher rates than those charged by banks and credit unions and we also expect to sustain a higher level of defaults than these other automobile financing sources.

~~Our full spectrum leasing product is offered~~We are currently seeking to expand our prime lending programs through GM-franchised dealers in North America and ~~targets~~anticipate that prime lending will become an increasing percentage of our originations and ~~sub-prime consumers leasing new GM vehicles. We seek to provide competitive alternatives to existing marketplace lease offerings in GM-franchised dealers.~~consumer portfolio balance over time.

~~As a primarily indirect auto finance provider, we~~We focus our marketing activities on automobile dealerships. We are selective in choosing the dealers with whom we conduct business and primarily pursue GM and non-GM manufacturer-franchised dealerships with new and used car ~~operations and~~operations; however, we also conduct business with a limited number of independent dealerships. We generally finance new GM vehicles, moderately-priced new vehicles from other manufacturers, and later-model, low-mileage used vehicles.

Our leasing product is offered through GM-franchised dealers and primarily targets prime consumers leasing new GM vehicles. We seek to provide competitive alternatives to existing marketplace lease offerings in GM-franchised dealers.

Our origination platform provides specialized focus on marketing our financing programs and underwriting loans and leases. Responsibilities are segregated so that the sales group markets our programs and products to our dealer customers, while the underwriting group focuses on underwriting, negotiating and closing loans and leases. In the ~~United States~~U.S. our sales and underwriting groups are further segregated with separate teams servicing GM dealers and non-GM dealers, allowing us to continue efficient service for our non-GM dealers under the "AmeriCredit" brand while providing GM-franchised dealers the broader loan, lease and commercial lending products we offer under the "GM Financial" brand.

We utilize a proprietary credit scoring system to support the credit approval process. The credit scoring system was developed through statistical analysis of our consumer demographic and portfolio databases consisting of data which we have collected in more than 20 years of operating history. Credit scoring is used to differentiate credit applications and to statistically rank-order credit risk in terms of expected default rates, which enables us to evaluate credit applications for approval and tailor contract pricing and structure. In addition to our proprietary credit scoring system, we utilize other underwriting guidelines in our underwriting process to help us further evaluate the credit risk of our consumer financing activities.

Our servicing activities include collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent, maintaining the security interests in the financed vehicles, monitoring physical damage insurance coverage of the financed vehicles, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when appropriate. Our servicing activities also include managing an end-of-term process for consumers purchasing or returning leased vehicles.

Commercial

~~In April 2012 and March 2013, we launched our U.S. and Canadian commercial lending platforms to further support our GM-franchised dealerships and their affiliates.~~ Our commercial lending offerings target GM-franchised dealers and affiliated non-GM franchised dealers and consist of loans to finance the purchase of vehicle inventory, also known as wholesale or floorplan financing, as well as dealer loans, which

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are loans to finance improvements to dealership facilities, to provide working capital and to purchase and/or finance dealership real estate.

Each dealer is assigned a risk rating based on various factors, including, but not limited to, collateral analysis, capital sufficiency, operating performance, financial outlook and credit and payment history, if available. The risk rating indicates the pricing for and guides the management of the account. We monitor the level of borrowing under each dealer's account daily. Our commercial loan

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servicing activities include dealership customer service, account maintenance, exception processing, credit line monitoring and adjustment and insurance monitoring.

International Operations

Consumer

We primarily employ an indirect-to-consumer model similar to the one we use in the North America Segment. Our consumer lending programs focus on financing prime quality consumers purchasing new GM vehicles. In many of the countries in which we operate, we also offer financial leases and a lease/retail hybrid product that includes a balloon payment at expiration, at which time the consumer may elect to make the payment, refinance or return the vehicle. Additionally, we recently began to offer an operating lease product in select markets. We also offer finance-related insurance products through third parties, such as credit life, gap and extended warranty coverage. We finance primarily new automobiles, although we also finance used automobiles. In most of the countries in which we operate, similar to our underwriting process in the North America Segment, we utilize a proprietary credit scoring system to differentiate consumer credit applications and to statistically rank-order credit risk in terms of expected default rates, which enables us to evaluate credit applications for approval and tailor loan and lease pricing and structure.

Our servicing activities include collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent, maintaining the security interest in the financed vehicle, monitoring physical damage insurance coverage of the financed vehicle, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when appropriate.

Commercial

Commercial products offered primarily to ~~dealer customers~~GM-franchised dealers include new and used vehicle inventory financing, inventory insurance, working capital and capital improvement loans. Other commercial products include fleet financing and storage center financing. In addition, we provide training to dealer employees to help them maximize the value of these finance and insurance products. We utilize a proprietary underwriting system for commercial lending that has been refined through decades of experience in managing economic cycles. This process involves assigning a risk rating to each dealer based on our due diligence of various factors, including, but not limited to, collateral analysis, capital sufficiency, operating performance, financial outlook and credit and payment history, if available. The underwriting processes are performed in commercial lending centers located in Mexico, Brazil and Germany, the management of which operates independently of in-country sales and servicing operations. Our commercial loan servicing activities include dealership customer service, account maintenance and monitoring, exception processing, credit line monitoring and adjustment and insurance monitoring.

Financing

We primarily finance our loan, lease and commercial origination volume through the use of our secured and unsecured bank lines, through public and private securitization transactions where such markets are developed, through the issuance of senior notes and ~~to a lesser extent in Latin America,~~ through public ~~financing programs~~markets including the issuance of commercial paper and other financing programs. ~~Additionally, in Europe, a portion of our operations are funded through an intercompany loan to our European entities.~~

We seek to fund our ~~international~~ operations through local sources of funding to minimize currency and country risk. As such, the mix of funding sources varies from country to country, based on the characteristics of our receivables and the relative development of debt capital and securitization markets in each country. Our Latin American operations are entirely funded locally. Our European operations obtain most of their funding from local sources, but also borrow funds from affiliated companies.

In addition to our bank lines and securitization programs, GM provides us with financial resources through a tax sharing agreement, which effectively defers up to $1.0 billion in income taxes that we would otherwise be required to pay to GM over time, and through ~~the~~a $1.0 billion unsecured intercompany revolving credit facility (the "Junior Subordinated Revolving Credit Facility"), which replaced an existing $600 million intercompany credit facility with GM.

In October 2014, GM ~~Related Party Credit Facility.~~amended its two primary unsecured revolving credit facilities, increasing GM's aggregate borrowing capacity from $11.0 billion to $12.5 billion. These facilities consist of a three-year, $5.0 billion facility and a five-year, $7.5 billion facility.

~~Additionally, we~~

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We have ~~a sub-limit of $4.0 billion available~~the ability to borrow ~~under~~up to $2.0 billion against each of GM's ~~three-year $5.5 billion secured~~unsecured revolving credit ~~facility.~~facilities, subject to available capacity. Our borrowings under ~~this facility~~GM's facilities are limited by GM's ability to ~~also~~borrow the entire amount available under the facilities. Therefore, we may be able to borrow up to $4.0 billion in total or may be unable to borrow depending on GM's borrowing activity. If we do borrow under ~~the facility. If we borrow under this facility,~~these facilities, we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business. Neither we, nor any of our subsidiaries, guarantee any obligations under these facilities and none of our or our subsidiaries' assets secure these facilities.

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RESULTS OF OPERATIONS

As a result of our acquisition of the international operations, the results of our operations for the periods presented are not comparable and, therefore, there is no narrative discussion with respect to the International Segment included below. We have presented the quantitative information regarding the results of our operations in a tabular format in order to clearly show the impact of the international operations acquisition during the periods presented for 2013. Narrative discussion is included below to address the results of our operations attributable only to our North America Segment for the comparable periods presented. This narrative discussion is not, however, reflective of our entire business. The remainder of the difference between our total results in each category of our results of operations and the corresponding period in 2012 is solely resulting from our acquisition of the international operations.

Three Months Ended September 30, ~~2013~~2014 as compared to

Three Months Ended September 30, ~~2012~~2013

Average Earning Assets:

Average earning assets were as follows (dollars in millions):


	Three Months Ended September 30,								2013 vs. 2012 Change				Three Months Ended September 30,
	2013						2012		Amount		%		2014						2013						2014 vs. 2013 Change
	North America		International		Total		North America		North America				North America		International		Total		North America		International		Total		Amount		%
Average consumer finance receivables	$	11,438	$	7,448	$	18,886	$	10,657	$	781	7.3	%	$	12,383	$	12,943	$	25,326	$	11,438	$	7,448	$	18,886	$	6,440	34.1	%
Average commercial finance receivables	1,244		3,781		5,025		222		1,022		460.4		2,404		4,519		6,923		1,244		3,781		5,025		1,898		37.8	%
Average finance receivables	12,682		11,229		23,911		10,879		1,803		16.6		14,787		17,462		32,249		12,682		11,229		23,911		8,338		34.9	%
Average leased vehicles, net	2,883		4		2,887		1,483		1,400		94.4		5,299		5		5,304		2,883		4		2,887		2,417		83.7	%
Average earning assets	$	15,565	$	11,233	$	26,798	$	12,362	$	3,203	25.9	%	$	20,086	$	17,467	$	37,553	$	15,565	$	11,233	$	26,798	$	10,755	40.1	%

~~Average~~In the North America Segment, average consumer finance receivables increased ~~$781~~$945 million from ~~September 30, 2012~~ to September 30, 2013, to September 30, 2014, primarily because loan originations ~~for the past twelve months~~ exceeded portfolio ~~liquidation~~liquidations through payments and defaults. We purchased ~~$1.3~~$2.0 billion and ~~$1.5~~$1.3 billion of consumer finance receivables ~~in the North America Segment~~ for the three months ended September 30, ~~2013~~2014 and ~~2012~~.2013. The average new consumer loan size increased to $~~21,551~~23,730 for the three months ended September 30, ~~2013~~2014 from ~~$21,482~~$21,551 for the three months ended September 30, ~~2012~~.2013. The average annual percentage rate for consumer finance receivables purchased during the three months ended September 30, ~~2013~~2014 decreased to ~~13.5%~~11.0% from ~~13.9%~~13.5% ~~during~~for the three months ended September 30, ~~2012~~,2013. The increase in average loan size and decrease in average annual percentage rate are both primarily due to ~~pricing adjustments driven~~higher volumes of new car originations, which typically are for higher amounts, and have lower contractual rates due to the rate subvention support provided by ~~lower cost~~GM, as well as the introduction of ~~funds.~~prime lending programs.

~~Average~~In the North America Segment, average commercial finance receivables increased ~~$1.0~~$1.2 billion from ~~September 30, 2012~~ to September 30, 2013, to September 30, 2014, primarily due to the continued ramp-up in business since the introduction of our commercial lending platform in April 2012 and dealer conquests and related origination growth in ~~that~~the business since that time.

Average leased vehicles, net, increased ~~$1.4~~$2.4 billion from ~~September 30, 2012~~ to September 30, 2013. to September 30, 2014. We purchased $~~727 million~~1.7 billion and ~~$299~~$727 million of leased vehicles for the three months ended September 30, ~~2013~~2014 and ~~2012~~.2013. The increase in leased vehicles purchased was a result of GM's overall increased market penetration in leases ~~and~~as well as an increase in our ~~focus on achieving and maintaining a significant minority~~ share of GM's lease business.

The increase in average finance receivables in the International Segment is primarily due to the addition of the consumer and commercial receivables portfolios in Brazil, which were acquired October 1, 2013, as well as growth in U.K. consumer finance receivables.

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Revenue:

Revenues were as follows (dollars in millions):


	Three Months Ended September 30,								2013 vs. 2012 Change					Three Months Ended September 30,
	2013						2012		Amount			%		2014						2013						2014 vs. 2013 Change
	North America		International		Total		North America		North America					North America		International		Total		North America		International		Total		Amount		%
Finance charge income:
Consumer finance receivables	$	426	$	147	$	573	$	415	$	11		2.7	%	$	429	$	354	$	783	$	426	$	147	$	573	$	210	36.6	%
Commercial finance receivables	$	10	$	64	$	74	$	2	$	8		400.0		$	19	$	81	$	100	$	10	$	64	$	74	$	26	35.1	%
Leased vehicle income	$	170	$	2	$	172	$	80	$	90		112.5		$	295	$	2	$	297	$	170	$	2	$	172	$	125	72.7	%
Other income	$	16	$	32	$	48	$	17	$	(1	)	(5.9	)	$	16	$	65	$	81	$	16	$	32	$	48	$	33	68.8	%

~~Finance~~In the North America Segment, finance charge income on consumer finance receivables ~~increased by~~ ~~2.7%~~ to ~~$426 million~~was flat for the three months ended September 30, ~~2013, from~~ ~~$415 million~~ ~~for~~2014, compared to the three months ended September 30, ~~2012, primarily due to~~2013. Increased finance charge income resulting from the~~7.3%~~ increase in average consumer finance receivables was offset by a decrease in effective yield. The effective yield on our consumer finance receivables decreased to ~~14.8%~~13.7% for the three months ended September 30, 2014, from 14.8% for the three months ended September 30, 2013,, primarily due to a decrease in the average annual percentage rate on new originations as well as a reduced yield impact from ~~15.5%~~ ~~for~~ the ~~three months ended September 30, 2012~~.accretion on the pre-acquisition portfolio. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average consumer finance receivables. The effective yield, as a percentage of average consumer finance receivables, is higher than the contractual rates of our auto finance contracts because the effective yield includes, in addition to the contractual rates and fees, the impact of rate subvention provided by GM, as well as the impact of excess cash flows transferred from non-accretable difference to accretable yield, which impact has decreased over time with the amortization of the pre-acquisition portfolio.

The ~~difference between~~increase in commercial finance charge income reflects the ~~effective yield and~~increase in the ~~contractual rates will decrease as the pre-acquisition portfolio amortizes.~~average commercial finance receivables portfolio.

Leased vehicle income increased by ~~112.5%~~to ~~$170~~$295 million for the three months ended September 30, 2014 from $170 million for the three months ended September 30, 2013, ~~from~~ ~~$80 million~~ ~~for the~~ ~~three months ended September 30, 2012~~, due to the increased size of the leased asset portfolio.

The increase in revenue for the International Segment is primarily due to the acquisition of the operations in Brazil in October 2013, as well as growth in consumer finance receivables in the U.K.

Costs and Expenses:

Costs and expenses were as follows (dollars in millions):

Three Months Ended September 30, 2013 vs. 2012 Change
2013 2012 Amount %
North America International Total North America
North
America
Operating expenses $ 114
$ 89
$ 203
$ 105
$ 9
8.6 %
Leased vehicle expenses $ 132
$ 1
$ 133
$ 56
$ 76
135.7
Provision for loan losses $ 108
$ 9
$ 117
$ 78
$ 30
38.5
Interest expense^(a)
$ 114
$ 54
$ 168
$ 75
$ 39
52.0
Acquisition and integration expenses
$ 7
$ 7

~~____________________~~

~~(a) 2013 amounts do not reflect allocation~~



	Three Months Ended September 30,
	2014						2013						2014 vs. 2013 Change
	North America		International		Total		North America		International		Total		Amount			%
Operating expenses	$	139	$	158	$	297	$	114	$	89	$	203	$	94		46.3	%
Leased vehicle expenses	$	227	$	1	$	228	$	132	$	1	$	133	$	95		71.4	%
Provision for loan losses	$	119	$	41	$	160	$	108	$	9	$	117	$	43		36.8	%
Interest expense^(a)	$	142	$	226	$	368	$	114	$	54	$	168	$	200		119.0	%
Acquisition and integration expenses	$	—	$	—	$	—	$	—	$	7	$	7	$	(7	)	(100.0	)%

_________________

Table of ~~senior note interest expense, and therefore do not agree with amounts presented in Note 13 - "Segment Reporting."~~Contents


(a)	Amounts do not reflect allocation of senior note interest expense, and therefore do not agree with amounts presented in Note 12 - "Segment Reporting" in our consolidated financial statements in this Form 10-Q.

Operating Expenses

~~Operating~~In the North America Segment, the increase in operating expenses ~~were~~ ~~$114 million~~ ~~for~~reflects the ~~three months ended September 30, 2013, compared~~growth in earning assets and investments to ~~$105 million~~ ~~for the~~ ~~three months ended September 30, 2012~~.support our prime lending program and enhance our lease origination and servicing capabilities. Our operating expenses are predominantly related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. These expenses represented ~~74.3%~~76.0% and ~~70.6%~~74.3% of total operating expenses for the three months ended September 30, ~~2013~~2014 and ~~2012~~2013..

The increase in operating expenses for the International Segment is primarily due to the acquisition of the operations in Brazil, which were acquired October 1, 2013.

Operating expenses as an annualized percentage of average earning assets ~~decreased to~~were 3.1% and 3.0% ~~from~~ ~~3.4%~~for the three months ended September 30, ~~2013~~2014 and ~~2012, due to efficiency gains resulting from the increase in average earning assets.~~2013.

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Leased Vehicle Expenses

Leased vehicle expenses increased by ~~135.7%~~ to ~~$132 million~~ ~~for the~~ ~~three months ended September 30, 2013, from~~ ~~$56 million~~ ~~for the~~ ~~three months ended September 30, 2012~~,primarily due to the increased size of the leased asset ~~portfolio.~~portfolio in the North America Segment. Our leased vehicle expenses are predominantly related to depreciation of leased assets.

Provision for Loan ~~losses~~Losses

~~Provisions~~Provision for losses on consumer finance ~~receivable loan losses~~receivables are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the consumer finance receivables portfolio. The provision for loan losses recorded for the three months ended September 30, ~~2013~~2014 and ~~2012~~2013 reflects inherent losses on receivables originated during these periods and changes in the amount of inherent losses on post-acquisition finance receivables originated in prior periods. ~~The~~In the North America Segment, the provision for consumer loan losses increased to ~~$107~~$119 million for the three months ended September 30, 2014 from $107 million for the three months ended September 30, 2013, ~~from~~ ~~$78 million~~ ~~for the~~ ~~three months ended September 30, 2012, as a result of the increase~~ primarily due to growth in ~~the size of~~ the consumer finance receivables ~~portfolio and normalizing credit trends with slightly higher defaults and delinquencies.~~portfolio. As an annualized percentage of average post-acquisition consumer finance receivables, the provision for loan losses was ~~4.1%~~4.0% and ~~4.0%~~4.1% for the three months ended September 30, 2014 and 2013. In the International Segment, the provision for consumer loan losses increased to $43 million for the three months ended September 30, 2014 from $9 million for the three months ended September 30, 2013, ~~and 2012~~.primarily due to the acquisition of the operations in Brazil, which were acquired October 1, 2013.

The provision for loan losses on commercial finance receivables in the North America Segment was ~~$1 million~~insignificant for the three months ended September 30, ~~2013~~.2014 and 2013. In the International Segment, the provision was more than offset by the release of $3 million in specific reserves against commercial loans to Chevrolet dealers in Europe. The specific reserve was established following GM’s decision to discontinue the Chevrolet brand in Europe; however, the related portfolio has been substantially repaid, with insignificant losses.

Interest Expense

~~Interest~~In the North America Segment, interest expense increased to ~~$114 million~~ ~~for the~~ ~~three months ended September 30, 2013, from~~ ~~$75 million~~ ~~for the~~ ~~three months ended September 30, 2012. The increase was~~ primarily as a result of an increase in average debt outstanding to $19.8 billion for the three months ended September 30, 2014, from $15.5 billion for the three months ended September 30, ~~2013, from~~ ~~$9.8 billion~~2013. The increase in debt was due to funding requirements for ~~three months ended September 30, 2012. Our~~growth in the loan and lease portfolio, as well as for the acquisition of the international operations. The effective rate of interest on our debt was ~~2.9%~~2.8% and ~~3.0%~~2.9% for the three months ended September 30, ~~2013~~2014 and ~~2012~~.2013.

~~Acquisition and Integration Expenses~~

~~Acquisition and integration expenses~~The increase in interest expense for the ~~three months ended September 30, 2013~~ of ~~$7 million~~International Segment is primarily ~~represent advisory, legal and professional fees and other costs related~~due to the acquisition of the ~~international operations and the pending acquisition of Ally Financial's auto finance and financial services~~ operations in ~~China.~~

~~Taxes~~

~~Our consolidated effective income tax rate was~~ ~~32.8%~~ ~~and~~ ~~38.2%~~ ~~for the~~ ~~three months ended September 30,~~Brazil in October 2013, ~~and 2012. The decrease in the effective income tax rate is primarily~~as well as increased funding related to the ~~settlement of~~growth in consumer receivables in the IRS audit as well as the acquisition of the international operations, which resulted in income in jurisdictions with lower tax rates and other permanent differences. These decreases were offset by the tax effects of certain non-deductible transaction costs.U.K.

Other Comprehensive Income

Foreign Currency Translation Adjustment

Consolidated foreign currency translation ~~adjustment of~~adjustments included in other comprehensive (loss) income were $(272) million and $95 million ~~and~~ ~~$10 million~~for ~~the~~ three months ended September 30, ~~2013~~2014 and ~~2012, were included in other comprehensive income.~~2013. Most of the ~~entities acquired with the~~ international operations ~~acquisition~~ use functional currencies other than the U.S. dollar. ~~The translation adjustment is due to the change~~Translation adjustments result from changes in the values of our international currency-denominated assets and liabilities ~~resulting from changes in~~as the value of the U.S. dollar changes in relation to international ~~currencies during~~currencies. The change in other comprehensive (loss) income is primarily due to decreases in the ~~three months ended September 30, 2013~~values of the Brazilian real and ~~2012~~the euro in relation to the U.S dollar..

4035

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Nine Months Ended September 30, ~~2013~~2014 as compared to

Nine Months Ended September 30, ~~2012~~2013

Average Earning Assets:

Average earning assets were as follows (dollars in millions):


	Nine Months Ended September 30,								2013 vs. 2012 Change				Nine Months Ended September 30,
	2013						2012		Amount		%		2014						2013						2014 vs. 2013 Change
	North America		International		Total		North America		North America				North America		International		Total		North America		International		Total		Amount		%
Average consumer finance receivables	$	11,281	$	4,801	$	16,082	$	10,241	$	1,040	10.2	%	$	11,924	$	12,585	$	24,509	$	11,281	$	4,801	$	16,082	$	8,427	52.4	%
Average commercial finance receivables	998		2,428		3,426		98		900		918.4	%	2,235		4,649		6,884		998		2,428		3,426		3,458		100.9	%
Average finance receivables	12,279		7,229		19,508		10,339		1,940		18.8		14,159		17,234		31,393		12,279		7,229		19,508		11,885		60.9	%
Average leased vehicles, net	2,393		4		2,397		1,227		1,166		95.0		4,352		3		4,355		2,393		4		2,397		1,958		81.7	%
Average earning assets	$	14,672	$	7,233	$	21,905	$	11,566	$	3,106	26.9	%	$	18,511	$	17,237	$	35,748	$	14,672	$	7,233	$	21,905	$	13,843	63.2	%

~~Average~~In the North America Segment, average consumer finance receivables increased ~~$1.0 billion~~$643 million from ~~September 30, 2012~~ to September 30, 2013, to September 30, 2014, primarily because loan originations ~~for the past twelve months~~ exceeded portfolio liquidation through payments and defaults. We purchased ~~$4.0~~$4.9 billion and ~~$4.4~~$4.0 billion of consumer finance receivables in the North America Segment for the nine months ended September 30, ~~2013~~2014 and ~~2012~~.2013. The average new consumer loan size increased to ~~$21,468~~$22,790 for the nine months ended September 30, ~~2013~~2014 from ~~$21,259~~$21,468 for the nine months ended September 30, ~~2012~~.2013. The average annual percentage rate for consumer finance receivables purchased during the nine months ended September 30, ~~2013~~2014 decreased to ~~13.4%~~12.0% from ~~14.2%~~ ~~during~~13.4% for the nine months ended September 30, ~~2012~~,2013. The increase in average loan size and decrease in average annual percentage rate are both primarily due to ~~pricing adjustments driven~~higher volumes of new car originations, which typically are for higher amounts, and have lower contractual rates due to the rate subvention provided by ~~lower cost~~GM, as well as the introduction of ~~funds.~~prime lending programs.

~~Average~~In the North America Segment, average commercial finance receivables increased ~~$900 million~~$1.2 billion from ~~September 30, 2012~~ to September 30, 2013, to September 30, 2014, primarily due to the continued ramp-up in business since the introduction of our commercial lending platform in April 2012 and dealer conquests and related origination growth in ~~that~~the business since that time.

Average leased vehicles, net, increased ~~$1.2~~$2.0 billion from ~~September 30, 2012~~ to September 30, 2013. to September 30, 2014. We purchased ~~$2.2~~$4.0 billion and ~~$1.1~~$2.2 billion of leased vehicles for the nine months ended September 30, ~~2013~~2014 and ~~2012~~.2013. The increase in leased vehicles purchased was a result of GM's overall increased market penetration in leases ~~and~~as well as an increase in our ~~focus on achieving and maintaining a significant minority~~ share of GM's business.

The increase in the average earning assets for the International Segment is primarily due to the acquisition of the majority of the international operations on April 1, 2013, and the operations in Brazil, which were acquired October 1, 2013.

Revenue:

Revenues were as follows (dollars in millions):

Nine Months Ended September 30, 2013 vs. 2012 Change
2013 2012 Amount %
North America International Total North America
North
America
Finance charge income
Consumer finance receivables $ 1,262
$ 289
$ 1,551
$ 1,176
$ 86
7.3 %
Commercial finance receivables $ 25
$ 133
$ 158
$ 3
$ 22
n.m.
Lease vehicle income $ 411
$ 4
$ 415
$ 199
$ 212
106.5
Other income $ 52
$ 67
$ 119
$ 54
$ (2 ) (3.7 )

~~____________________~~

~~n.m.= not meaningful~~



	Nine Months Ended September 30,
	2014						2013						2014 vs. 2013 Change
	North America		International		Total		North America		International		Total		Amount		%
Finance charge income:
Consumer finance receivables	$	1,254	$	1,038	$	2,292	$	1,262	$	289	$	1,551	$	741	47.8	%
Commercial finance receivables	$	53	$	250	$	303	25		133		$	158	$	145	91.8	%
Leased vehicle income	$	731	$	4	$	735	411		4		$	415	$	320	77.1	%
Other income	$	48	$	171	$	219	52		67		$	119	$	100	84.0	%

~~Finance~~In the North America Segment, finance charge income on consumer finance receivables ~~increased by~~ ~~7.3%~~ to ~~$1.3 billion~~was flat for the nine months ended September 30, ~~2013, from~~ ~~$1.2 billion~~ ~~for~~2014, compared to the nine months ended September 30, ~~2012, primarily due to~~ 2013. Increased finance charge income resulting from

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the~~10.2%~~ increase in average consumer finance receivables was offset by a decrease in effective yield. The effective yield on our consumer finance receivables decreased to ~~15.0%~~14.0% for the nine months ended September 30, 2014, from 15.0% for the nine months ended September 30, 2013,, primarily due to a decrease in the average annual percentage rate on new originations as well as a reduced yield impact from ~~15.3%~~ ~~for~~ the ~~nine months ended September 30, 2012~~.accretion on the pre-acquisition portfolio. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average consumer finance receivables. The effective yield, as a percentage of average consumer finance receivables, is higher than the contractual rates of our auto finance contracts because the effective yield includes, in addition to the contractual rates and fees, the impact of rate subvention provided by GM, as well as the impact of excess cash flows transferred from non-accretable difference to accretable yield, which impact has decreased over time with the

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amortization of the pre-acquisition portfolio.

Leased vehicle income increased by ~~106.5%~~to ~~$411~~$731 million for the nine months ended September 30, 2014 from $411 million for the nine months ended September 30, 2013, ~~from~~ ~~$199 million~~ ~~for the~~ ~~nine months ended September 30, 2012~~, due to the increased size of the leased asset portfolio.

The increase in revenue for the International Segment is primarily due to the acquisition of the majority of the international operations on April 1, 2013, and the operations in Brazil, which were acquired October 1, 2013.

Costs and Expenses:

Costs and expenses were as follows (dollars in millions):

Nine Months Ended September 30, 2013 vs. 2012 Change
2013 2012 Amount %
North America International Total North America
North
America
Operating expenses $ 326
$ 176
$ 502
$ 297
$ 29
9.8 %
Leased vehicle expenses $ 311
$ 3
$ 314
$ 147
$ 164
111.6
Provision for loan losses $ 283
$ 28
$ 311
$ 188
$ 95
50.5
Interest expense^(a)
$ 300
$ 114
$ 414
$ 202
$ 98
48.5
Acquisition and integration expense
$ 29
$ 29

~~____________________~~

~~(a) 2013 amounts do not reflect allocation of senior note interest expense, and therefore do not agree with amounts presented in Note 13 - "Segment Reporting."~~



	Nine Months Ended September 30,
	2014						2013						2014 vs. 2013 Change
	North America		International		Total		North America		International		Total		Amount			%
Operating expenses	$	390	$	456	$	846	$	326	$	176	$	502	$	344		68.5	%
Leased vehicle expenses	$	560	$	3	$	563	$	311	$	3	$	314	$	249		79.3	%
Provision for loan losses	$	312	$	96	$	408	$	283	$	28	$	311	$	97		31.2	%
Interest expense^(a)	$	390	$	647	$	1,037	$	300	$	114	$	414	$	623		150.5	%
Acquisition and integration expenses	$	—	$	—	$	—	$	—	$	29	$	29	$	(29	)	(100.0	)%

_________________


(a)	Amounts do not reflect allocation of senior note interest expense, and therefore do not agree with amounts presented in Note 12 - "Segment Reporting" in our consolidated financial statements in this Form 10-Q.

Operating Expenses

~~Operating~~In the North America Segment, the increase in operating expenses ~~were~~ ~~$326 million~~ ~~for~~reflects the ~~nine months ended September 30, 2013, compared~~growth in earning assets and investments to ~~$297 million~~ ~~for the~~ ~~nine months ended September 30, 2012~~.support our prime lending program and enhance our lease origination and servicing capabilities. Our operating expenses are predominantly related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. These expenses represented ~~73.2%~~75.9% and ~~73.8%~~73.2% of total operating expenses for the nine months ended September 30, 2014 and 2013.

The increase in operating expenses for the International Segment is primarily due to the acquisition of the majority of the international operations on April 1, 2013, and ~~2012~~.the operations in Brazil, which were acquired October 1, 2013.

Operating expenses as an annualized percentage of average earning assets ~~decreased to~~ ~~3.1%~~ ~~from~~ ~~3.4%~~were 3.2% for the nine months ended September 30, ~~2013 and 2012, due~~2014 compared to ~~efficiency gains resulting from the increase in average earning assets.~~

~~Leased Vehicle Expenses~~

~~Leased vehicle expenses increased by~~ ~~111.6%~~ to ~~$311 million~~3.1% for the nine months ended September 30, ~~2013, from~~ ~~$147 million~~ ~~for the~~ ~~nine months ended September 30, 2012~~,2013.

Leased Vehicle Expenses

Leased vehicle expenses increased due to the increased size of the leased asset portfolio. Our leased vehicle expenses are predominantly related to depreciation of leased assets.

Provision for Loan ~~losses~~Losses

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ended September 30, 2014 from $276 million for the nine months ended September 30, 2013, ~~from~~ ~~$188 million~~ ~~for the~~ ~~nine months ended September 30, 2012~~, as a result of the increase in the size of the consumer finance receivables ~~portfolio and normalizing credit trends with slightly higher defaults and delinquencies.~~portfolio. As an annualized percentage of average post-acquisition consumer finance receivables, the provision for loan losses was ~~3.6%~~3.7% and ~~3.7%~~3.6% for the nine months ended September 30, 2014 and 2013. In the International Segment, the provision for consumer loan losses increased to $109 million for the nine months ended September 30, 2014 from $17 million for the nine months ended September 30, 2013, primarily due to the acquisition of the majority of the international operations on April 1, 2013, and ~~2012~~.the operations in Brazil, which were acquired October 1, 2013.

The provision for loan losses on commercial finance receivables in the North America Segment was ~~$7 million~~insignificant for the nine months ended September 30, ~~2013~~.

~~Interest Expense~~

~~Interest expense increased to~~ ~~$300~~2014 and $7 million for the nine months ended September 30, ~~2013, from~~ ~~$202~~2013. In the International Segment, the provision was more than offset by the release of $11 million ~~for~~ in specific reserves against commercial loans to Chevrolet dealers in Europe. The specific reserve was established following GM’s decision to discontinue the ~~nine months ended September 30, 2012. The increase was~~Chevrolet brand in Europe; however, the related portfolio has been substantially repaid, with insignificant losses.

Interest Expense

In the North America Segment, interest expense increased primarily as a result of an increase in average debt outstanding to ~~$13.7~~$18.1 billion for the nine months ended September 30, ~~2013~~,2014, from ~~$9.1~~$13.7 billion for the nine months ended September 30, ~~2012. Our~~2013. The increase in debt was due to funding requirements for growth in the loan and lease portfolio, as well as for the acquisition of the international operations. The effective rate of interest on our debt ~~decreased to~~ was 2.9% for the nine months ended September 30, ~~2013~~ ~~from~~ ~~3.7%~~2014 and 2013.

The increase in interest expense for the ~~same period in 2012,~~International Segment is primarily due ~~to a lower interest rate environment, as well as the payoff of higher-priced securitization notes payable.~~

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~~Acquisition and Integration Expenses~~

~~Acquisition and integration expenses for the~~ ~~nine months ended September 30, 2013~~ of ~~$29 million~~ ~~primarily represent advisory, legal and professional fees and other costs related~~ to the acquisition of the ~~international operations and the pending acquisition of Ally Financial's auto finance and financial services operations in China.~~

~~Taxes~~

~~Our consolidated effective income tax rate was~~ ~~33.9%~~ ~~and~~ ~~37.8%~~ ~~for the~~ ~~nine months ended September 30, 2013 and 2012. The decrease in the effective income tax rate is primarily related to the settlement of the IRS audit as well as the acquisition~~majority of the international operations ~~which resulted~~ in ~~income~~April 2013, and the operations in ~~jurisdictions with lower tax rates and other permanent differences. These decreases were offset by~~Brazil, in October 2013, as well as increased funding related to the ~~tax effects of certain non-deductible transaction costs.~~growth in consumer receivables in the U.K.

Other Comprehensive Income

Foreign Currency Translation Adjustment

Consolidated foreign currency translation ~~adjustment of~~ ~~$30~~adjustments included in other comprehensive (loss) income were $(218) million and $9$30 million for the nine months ended September 30, ~~2013~~2014 and ~~2012, were included in other comprehensive income.~~2013. Most of the ~~entities acquired with the~~ international operations ~~acquisition~~ use functional currencies other than the U.S. dollar. ~~The translation adjustment is due to the change~~Translation adjustments result from changes in the values of our international currency-denominated assets and liabilities ~~resulting from changes in~~as the value of the U.S. dollar changes in relation to international ~~currencies during~~currencies. The change in other comprehensive (loss) income is primarily due to decreases in the ~~nine months ended September 30, 2013~~values of the Brazilian real and ~~2012~~.the euro in relation to the U.S dollar.

CREDIT QUALITY

Consumer Finance Receivables

In the North America Segment, we primarily provide financing in relatively high-risk markets, and therefore anticipate a corresponding high level of delinquencies and charge-offs. In the International Segment, the consumer financing we provide is generally to borrowers with prime ~~lending~~credit and considered lower-risk; therefore, we expect correspondingly lower levels of delinquencies and ~~charge-offs.~~charge-offs than in our North America Segment.

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The following tables present certain data related to the consumer finance receivables portfolio (dollars in millions, except where noted):


	September 30, 2013									December 31, 2012			September 30, 2014									December 31, 2013
	North America			International			Total			North America			North America			International			Total			North America			International			Total
Pre-acquisition consumer finance receivables - outstanding balance	$	1,154		$	445		$	1,599		$	2,162		$	460		$	200		$	660		$	931		$	363		$	1,294
Pre-acquisition consumer finance receivables - carrying value	$	1,028		$	424		$	1,452		$	1,958		$	401		$	197		$	598		$	826		$	348		$	1,174
Post-acquisition consumer finance receivables, net of fees	10,313			7,352			17,665			8,831			12,214			12,404			24,618			10,562			11,394			21,956
	11,341			7,776			19,117			10,789			12,615			12,601			25,216			11,388			11,742			23,130
Less: allowance for loan losses	(453		)	(14		)	(467		)	(345		)	(536		)	(72		)	(608		)	(468		)	(29		)	(497		)
Total consumer finance receivables, net	$	10,888		$	7,762		$	18,650		$	10,444		$	12,079		$	12,529		$	24,608		$	10,920		$	11,713		$	22,633
Number of outstanding contracts	730,944			711,282			1,442,226			740,814			761,726			1,401,130			2,162,856			725,797			1,224,845			1,950,642
Average amount of outstanding contract (in dollars)^(a)	$	15,688		$	10,962		$	13,357		$	14,839
Average amount of outstanding contracts (in dollars)(a)													$	16,639		$	8,996		$	11,687		$	15,835		$	9,599		$	11,919
Allowance for loan losses as a percentage of post-acquisition consumer finance receivables, net of fees	4.4		%	0.2		%	2.6		%	3.9		%	4.4		%	0.6		%	2.5		%	4.4		%	0.3		%	2.3		%

_________________


(a)	Average amount of outstanding contract consists of pre-acquisition consumer finance receivables - outstanding balance and post-acquisition consumer finance receivables, net of fees, divided by number of outstanding contracts.

The allowance for loan losses for the North America Segment as a percentage of post-acquisition consumer finance receivables, net of fees, ~~has increased due to normalizing credit trends~~was consistent with ~~slightly higher defaults and delinquencies.~~the level at December 31, 2013. The allowance for the acquired international receivables was eliminated in acquisition accounting at the acquisition dates. As a result, the allowance at September 30, ~~2013~~2014 for the International Segment represents an estimate of losses inherent in only the receivables originated since the acquisition dates. The allowance for losses for the International Segment will grow over time as the post-acquisition loan balance grows. However, the allowance for losses for the International Segment is expected to be much less than that for the North America Segment due to the higher credit quality of its originations.

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Delinquency

The following is a summary of the contractual amounts of consumer finance receivables, which is not materially different than recorded investment, that are (i) more than 30 days delinquent, but not yet in repossession, and (ii) in repossession, but not yet charged off (dollars in millions):


	September 30,														September 30,
	2013										2012				2014								2013
	North America				International		Total				North America				North America		International		Total				North America		International		Total
	Amount		Percent of Contractual Amount Due		Amount		Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due		Amount		Amount		Amount		Percent of Contractual Amount Due		Amount		Amount		Amount		Percent of Contractual Amount Due
31 - 60 days	$	690	6.0	%	$	49	$	739	3.8	%	$	561	5.2	%	$	865	$	114	$	979	3.9	%	$	690	$	49	$	739	3.8	%
Greater - than 60 days	247		2.2		44		291		1.5		204		1.9
Greater than 60 days															305		120		425		1.7		247		44		291		1.5
	937		8.2		93		1,030		5.3		765		7.1		1,170		234		1,404		5.6		937		93		1,030		5.3
In repossession	41		0.4		4		45		0.3		38		0.3		44		5		49		0.2		41		4		45		0.3
	$	978	8.6	%	$	97	$	1,075	5.6	%	$	803	7.4	%	$	1,214	$	239	$	1,453	5.8	%	$	978	$	97	$	1,075	5.6	%

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Delinquencies may vary from period to period based upon the average credit scores in the portfolio which reflects our underwriting strategies and risk tolerance, the average age or seasoning of the portfolio, seasonality within the

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calendar year and economic factors. Our ~~target~~ customer base in the North America Segment is predominantly sub-prime; therefore, a relatively high percentage of accounts become delinquent at some point in the life of a loan and there is a high rate of account movement between current and delinquent status in the portfolio.

Delinquencies inthe North America Segment increased ~~from~~ ~~5.2%~~to 9.2% at September 30, ~~2012~~2014 to ~~6.0%~~from 8.2% at September 30, 2013, consistent with ~~a greater concentration of loans with lower average credit scores at~~ ~~September 30, 2013~~ ~~and~~ normalizing credit trends. Our customer base in the International Segment is primarily prime; therefore, delinquency levels are much ~~lower.~~lower, with 1.9% and 1.2% in delinquencies at September 30, 2014 and 2013. The increase in delinquencies from September 30, 2013 is due to the acquisition of the international operations in Brazil.

Deferrals

Due to the lower-risk nature of the consumer base in the International Segment, it is unnecessary to offer deferrals as frequently as in the North America Segment, which leads to ~~the~~an immaterial overall level of deferrals in the International ~~Segment to be immaterial.~~Segment. Therefore, the following information regarding deferrals is presented for consumer finance receivables in the North America Segment only.

In accordance with our policies and guidelines, we, at times, offer payment deferrals to consumers, whereby the consumer is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferments that may be granted. Additionally, we generally limit the granting of deferments on new accounts until a requisite number of payments have been received.

Due to the nature of our consumer base in the North America Segment and policies and guidelines of the deferral program, which policies and guidelines have not changed materially in several years, approximately 50% to 60% of accounts historically comprising the consumer finance receivables in the North America Segment receive a deferral at some point in the life of the account.

An account for which all delinquent payments are deferred or paid in a deferment transaction is classified as current at the time the deferment is granted and therefore is not included as a delinquent account. Thereafter, such account is aged based on the timely payment of future installments in the same manner as any other account.

Contracts receiving a payment deferral as an average quarterly percentage of average consumer finance receivables outstanding were ~~6.7%~~6.6% and ~~5.7%~~6.7% for the three months ended September 30, 2014 and 2013 and ~~2012~~6.1% and 6.3% ~~and~~ ~~5.4%~~ for ~~the~~ nine months ended September 30, ~~2013~~2014 and ~~2012. The increase in deferrals correlates to the increase in delinquent consumer finance receivables in North America Segment, as discussed above.~~2013.

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The following is a summary of deferrals in the North America Segment as a percentage of consumer finance receivables outstanding:


	September 30, 2013		December 31, 2012		September 30, 2014		December 31, 2013
Never deferred	75.9	%	77.8	%	75.8	%	74.7	%
Deferred:
1-2 times	20.4		18.1		20.2		21.6
3-4 times	3.7		4.1		4.0		3.7
Total deferred	24.1		22.2		24.2		25.3
Total	100.0	%	100.0	%	100.0	%	100.0	%

We evaluate the results of our deferment strategies based upon the amount of cash installments that are collected on accounts after they have been deferred versus the extent to which the collateral underlying the deferred accounts has depreciated over the same period of time. Based on this evaluation, we believe that payment deferrals granted according to our policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

Changes in deferment levels do not have a direct impact on the ultimate amount of consumer finance receivables charged off by us. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios, loss confirmation periods and cash flow forecasts for loans classified as ~~troubled debt restructurings ("TDRs")~~TDRs used in the determination of the adequacy of our allowance for loan losses are also impacted. Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the portfolio and therefore increase the allowance for loan losses and related provision for loan losses. Changes in these ratios and periods are considered in determining the appropriate level of allowance for loan losses and related provision for loan losses.

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Troubled Debt Restructurings

See Note 42 - "Finance Receivables" to our condensed consolidated financial statements in this Form 10-Q for further discussion of TDRs.

Credit Losses - ~~non-GAAP~~non-U.S. GAAP measure

We analyze portfolio performance of both the pre- and post-acquisition finance receivables portfolios on a combined basis. This information allows us and investors the ability to analyze credit loss trends in the combined portfolio. Additionally, information on credit losses, on a combined basis, facilitates comparisons of current and historical results.

The following is a reconciliation of charge-offs on the post-acquisition portfolio to credit losses on the combined portfolio (in millions):

Three Months Ended September 30,
2013 2012

North America^(a)
International Total
North America^(a)
Charge-offs $ 153
$ 18
$ 171
$ 82
Adjustments to reflect write-offs of the contractual amounts on the pre-acquisition portfolio 34
4
38
67
Total credit losses $ 187
$ 22
$ 209
$ 149



	Three Months Ended September 30,
	2014						2013
	North America^(a)		International		Total		North America^(a)		International		Total
Charge-offs	$	194	$	36	$	230	$	153	$	18	$	171
Adjustments to reflect write-offs of the contractual amounts on the pre-acquisition portfolio	13		2		15		34		4		38
Total credit losses	$	207	$	38	$	245	$	187	$	22	$	209

_________________


(a)	Total credit losses in the North America Segment is comprised of the sum of repossession credit losses and mandatory credit losses.

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	Nine Months Ended September 30,								Nine Months Ended September 30,
	2013						2012		2014						2013
	North America^(a)		International		Total		North America^(a)		North America^(a)		International		Total		North America^(a)		International		Total
Charge-offs	$	401	$	18	$	419	$	186	$	543	$	102	$	645	$	401	$	18	$	419
Adjustments to reflect write-offs of the contractual amounts on the pre-acquisition portfolio	123		9		132		236		52		7		59		123		9		132
Total credit losses	$	524	$	27	$	551	$	422	$	595	$	109	$	704	$	524	$	27	$	551

_________________


(a)	Total credit losses in the North America Segment is comprised of the sum of repossession credit losses and mandatory credit losses.

The following table presents credit loss data (which includes charge-offs on the post-acquisition portfolio and write-offs of contractual amounts on the pre-acquisition ~~portfolios)~~portfolio) with respect to our consumer finance receivables portfolio (dollars in millions):


	Three Months Ended September 30,												Three Months Ended September 30,
	2013									2012			2014									2013
	North America			International^(a)			Total^(a)			North America			North America			International^(a)			Total			North America			International^(a)			Total
Repossession credit losses	$	180		$	18		$	198		$	139		$	188		$	38		$	226		$	180		$	18		$	198
Less: recoveries	(105		)	(15		)	(120		)	(82		)	(106		)	(12		)	(118		)	(105		)	(15		)	(120		)
Mandatory credit losses^(b)	7			4			11			10			19			—			19			7			4			11
Net credit losses	$	82		$	7		$	89		$	67		$	101		$	26		$	127		$	82		$	7		$	89
Net annualized credit losses as a percentage of average consumer finance receivables^(c)	2.8		%	0.4		%	1.9		%	2.5		%	3.2		%	0.8		%	2.0		%	2.8		%	0.4		%	1.9		%
Recoveries as a percentage of gross repossession credit losses	58.7		%							59.2		%	56.6		%							58.7		%

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	Nine Months Ended September 30,												Nine Months Ended September 30,
	2013									2012			2014									2013
	North America			International^(a)			Total^(a)			North America			North America			International^(a)			Total			North America			International^(a)			Total
Repossession credit losses	$	519		$	18		$	537		$	418		$	575		$	109		$	684		$	519		$	18		$	537
Less: recoveries	(313		)	(15		)	(328		)	(257		)	(339		)	(45		)	(384		)	(313		)	(15		)	(328		)
Mandatory credit losses^(b)	5			9			14			4			20			—			20			5			9			14
Net credit losses	$	211		$	12		$	223		$	165		$	256		$	64		$	320		$	211		$	12		$	223
Net annualized credit losses as a percentage of average consumer finance receivables^(c)	2.5		%	0.4		%	1.9		%	2.2		%	2.9		%	0.7		%	1.8		%	2.5		%	0.4		%	1.9		%
Recoveries as a percentage of gross repossession credit losses	60.3		%							61.5		%	59.0		%							60.3		%

_________________


(a)	Repossession credit losses for the International Segment represent the write-down of defaulted receivables to net realizable ~~value, net of any recovery payments received.~~value. As a result, a calculation of recoveries as a percentage of gross repossession credit losses is not meaningful.

(b)

Mandatory credit losses represent accounts 120 days delinquent in the post-acquisition portfolio that are charged off in full, with no recovery amounts realized at time of charge-off, net of any subsequent recoveries as well as the net write-down of consumer finance receivables in repossession to the net realizable value of the repossessed vehicle when the repossessed vehicle is legally available for sale.


(c)	Average consumer finance receivables are defined as the average ~~daily~~ receivable balance excluding the carrying value adjustment.

While the accounting related to charge-offs has been impacted by the application of acquisition accounting related to acquisitions, the dollar amount and percentage of net credit losses is comparable between the pre-acquisition and the post-acquisition portfolios. Net credit losses as a percentage of average consumer finance receivables outstanding may vary from period to period based upon the average credit scores in the portfolio which reflects our underwriting strategies and risk tolerance, the average age or seasoning of the portfolio and economic conditions.

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Commercial Finance Receivables

The following table presents certain data related to the commercial finance receivables portfolio (dollars in millions):


	September 30, 2013									December 31, 2012			September 30, 2014									December 31, 2013
	North America			International			Total			North America			North America			International			Total			North America			International			Total
Commercial finance receivables, net of fees	$	1,357		$	3,889		$	5,246		$	560		$	2,513		$	4,638		$	7,151		$	1,975		$	4,725		$	6,700
Less: allowance for loan losses	(13		)	(16		)	(29		)	(6		)	(17		)	(20		)	(37		)	(17		)	(34		)	(51		)
Total commercial finance receivables, net	$	1,344		$	3,873		$	5,217		$	554		$	2,496		$	4,618		$	7,114		$	1,958		$	4,691		$	6,649
Number of dealers	252			2,387			2,639			101			406			2,174			2,580			309			2,646			2,955
Average carrying amount per dealer	$	5		$	2		$	2		$	5		$	6		$	2		$	3		$	6		$	2		$	2
Allowance for loan losses as a percentage of commercial finance receivables, net of fees													0.7		%	0.4		%	0.5		%	0.9		%	0.7		%	0.8		%

Commercial finance receivables are assessed for impairment and any required allowance for credit losses is recorded based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. For receivables where foreclosure is probable, the fair value of the collateral is used to estimate the specific impairment. At September 30, ~~2013~~2014, and December 31, 2013, there were no outstanding commercial finance receivables classified as TDRs.

There were no charge-offs of commercial finance receivables ~~during~~for the three or nine months ended September 30, ~~2013. The accrual of finance charge income has been suspended on~~ ~~$2 million~~ ~~of commercial finance receivables (based on contractual amount due) as of~~ ~~September 30, 2013~~.

2014 and 2013. At September 30, 2014 and December 31, 2013 ~~99.7%~~substantially all of our commercial finance receivables were current with respect to payment status.

Leased Vehicles

At September 30, 2014 and 2013, 98.4% and ~~2012~~, 99.0% ~~and~~ ~~99.4%~~ of our leases were current with respect to payment status. Leased vehicles returned as a result of a default were $15 million and $7 million ~~and~~ ~~$2 million~~for the three months ended September 30, 2014 and 2013 and ~~2012~~$39 million and ~~$16~~$16 million ~~and~~ ~~$4 million~~ for the nine months ended September 30, ~~2013~~2014 and ~~2012~~.2013.

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LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of cash are finance charge income, leasing income, servicing fees, net distributions from secured debt ~~borrowings under~~facilities, including securitizations, secured and unsecured ~~debt,~~borrowings and collections and recoveries on finance ~~receivables and issuances of senior notes.~~receivables. Our primary uses of cash are purchases of consumer finance receivables and leased vehicles, the funding of commercial finance receivables, ~~acquisitions,~~funding credit enhancement requirements in connection with securitizations and secured facilities, repayment of secured and unsecured debt, ~~funding credit enhancement requirements for secured facilities,~~ operating expenses, interest costs, capital expenditures and ~~interest costs.~~business acquisitions.

We used cash of ~~$6.3~~$10.9 billion and ~~$4.4~~$6.3 billion for the purchase of consumer finance receivables ~~during~~for the nine months ended September 30, ~~2013~~2014 and ~~2012~~.2013. We used cash of $~~1.7~~3.2 billion and $~~857 million~~1.7 billion for the purchase of leased vehicles ~~during~~for the nine months ended September 30, ~~2013~~2014 and ~~2012~~2013. We used cash of ~~. These purchases~~$0.4 billion and ~~fundings~~$0.6 billion for the funding of commercial finance receivables, net of collections, for the nine months ended September 30, 2014 and 2013. We used cash of $3.5 billion for the acquisition of the international operations and repayment of debt to Ally Financial for the nine months ended September 30, 2013.

In the North America Segment, our purchase and funding of finance receivables and lease vehicles were financed initially utilizing cash and borrowings on our secured and unsecured credit facilities. Subsequently, our strategy is to obtain long-term financing for consumer and commercial finance receivables and leased vehicles through securitization transactions ~~most notably in~~and the ~~U.S.~~liquidity generated by the issuance of senior notes.

In the International Segment, our purchase and ~~Canada, but also in~~funding of finance receivables are typically financed with borrowings on secured and unsecured credit facilities. In certain ~~other~~ countries where the debt capital and securitization markets are sufficiently developed, such as in Germany and the ~~United Kingdom.~~U.K., we obtain permanent financing through securitization transactions. In addition, in September 2014, we established a euro medium term note program, registered on the Irish Stock Exchange, allowing us to raise unsecured debt in the international capital markets through the issuance of notes with different maturities and in different currencies.

Liquidity

Our available liquidity consists of the following (in millions):


	September 30, 2013		December 31, 2012		September 30, 2014		December 31, 2013
Cash and cash equivalents(a)	$	1,756	$	1,289	$	1,517	$	1,074
Borrowing capacity on unpledged eligible assets	1,905		1,349		4,666		1,650
Borrowing capacity on committed unsecured lines of credit	249				819		615
Borrowing capacity on Junior Subordinated Revolving Credit Facility					1,000		—
Borrowing capacity on GM Related Party Credit Facility	600		300		—		600
	$	4,510	$	2,938
Available liquidity					$	8,002	$	3,939

_________________


(a)	Includes $665 million and $659 million in unrestricted cash outside of the U.S. at September 30, 2014 and December 31, 2013. This cash is considered to be indefinitely invested based on specific plans for reinvestment of these earnings.

The increase in available liquidity is primarily due ~~primarily~~ to ~~the following: (i)~~ the issuance of ~~$2.5~~$3.9 billion in senior notes in the nine months ended September 30, 2014. In addition, in September 2014, we and GM entered into the Support Agreement which, among other things, contains certain provisions intended to ensure that we maintain adequate access to liquidity. Pursuant to these provisions, GM provided us with the $1.0 billion unsecured ~~notes, (ii) a capital contribution from~~intercompany Junior Subordinated Revolving Credit Facility, which replaced an existing $600 million credit facility with GM.

In October 2014, GM ~~of $1.3 billion, (iii) the addition of $970 million in cash and~~amended its two primary unsecured revolving credit facilities, increasing GM's aggregate borrowing capacity ~~available~~from $11.0 billion to ~~the international operations, (iv) the addition~~$12.5 billion. These facilities consist of ~~new warehouse facilities to fund our commercial lending finance receivables in the North America~~

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~~Segment~~a three-year, $5.0 billion facility and ~~(v)~~ a ~~$300 million increase in the capacity of our GM Related Party Credit Facility, offset by (i) the payment of $2.5~~five-year, $7.5 billion in consideration for the international operations acquisition and (ii) the repayment of $1.4 billion of debt that was assumed as part of the international operations acquisition. Our current level of liquidity is considered sufficient to meet our obligations.facility.

We have the ability to borrow up to ~~$4.0~~$2.0 billion against each of GM's ~~three-year $5.5 billion secured~~unsecured revolving credit ~~facility.~~facilities, subject to available capacity. Our borrowings under ~~the facility~~GM's facilities are limited by GM's ability to borrow the entire amount available under the ~~facility.~~facilities. Therefore, we may be able to borrow up to $4.0 billion in total or may be unable to borrow depending on GM's borrowing activity. If we do borrow under ~~the facility~~these facilities, we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business. Neither we, nor any of our subsidiaries, guarantee any obligations under ~~this facility~~these facilities and none of our ~~subsidiaries'~~ assets secure ~~this facility.~~these facilities. Liquidity available to us under the GM unsecured revolving credit facilities is not included in the table above.

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Credit Facilities

In the normal course of business, in addition to using our available cash, we utilize borrowings under our credit facilities, which may be secured ~~and~~or structured as securitizations, or may be unsecured, and we repay these borrowings as appropriate under our cash management strategy.

~~As of~~ At September 30, ~~2013~~,2014, credit facilities consist of the following (in millions):


Facility Type	Facility Amount		Advances Outstanding			Facility Amount		Advances Outstanding
Revolving consumer asset-secured facilities^(a)	$	8,657	$	3,616		$	14,330	$	6,037
Revolving commercial asset-secured facilities^(b)	3,401		2,493			3,004		417
Total secured	12,058		6,109			$	17,334	$	6,454
Unsecured committed facilities	636		387			1,284		465
Unsecured uncommitted facilities^(c)			842			—		1,752
Total unsecured	636		1,229			$	1,284	$	2,217
GM Related Party Credit Facility	600
Total advances outstanding	$	13,294	$	7,338
Junior Subordinated Revolving Credit Facility						1,000		—
Total						$	19,618	$	8,671
Acquisition accounting discount			(20		)			(21		)
	$	13,294	$	7,318				$	8,650

_________________


(a)	Includes revolving credit facilities backed by consumer finance receivables and leases.


(b)	Includes revolving credit facilities backed by loans to dealers ~~primarily~~ for floorplan financing.


(c)	The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them; therefore, we do not include available capacity on these facilities in our liquidity. We had ~~$455~~$521 million in unused borrowing capacity on these facilities ~~as of~~at September 30, ~~2013.~~2014.

See Note 65 - "Debt" to our condensed consolidated financial statements in this Form 10-Q for further discussion of the terms of our revolving credit facilities.

We are required to hold ~~certain~~ funds in restricted cash accounts to provide additional collateral for borrowings under certain of our

secured credit facilities. Additionally, our secured credit facilities contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of September 30, ~~2013~~,2014, we were in compliance with all covenants inrelated to our credit facilities.

~~Term Financing~~Securitization Notes Payable

We seek to finance our consumer and commercial finance receivables and leases through public and private term securitization transactions, ~~most notably in the U.S. and Canada, but also in certain other countries~~ where the debt capital and securitization markets are sufficiently developed, such as in the U.S., Canada, Germany and the ~~United Kingdom.~~U.K. The proceeds from the transactions were primarily used to repay borrowings outstanding under our revolving credit facilities.

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A summary of securitization notes payable is as follows (in millions):


Year of Transaction	Maturity Date ^(a)			Original Issuance Amounts				Note Balance At September 30, 2013			Maturity Date ^(a)			Original Issuance Amounts					Note Balance At September 30, 2014
2007	June 2018			$	74		$	$	71		June 2018			$	74				$	62
2010	July 2017	-	April 2018	200		-	850	730			November 2017	-	April 2018	$	200	-	$	850	257
2011	July 2018	-	December 2019	541		-	1,000	2,078			July 2018	-	December 2019	$	518	-	$	1,000	1,104
2012	June 2019	-	July 2020	506		-	1,300	4,643			June 2016	-	July 2020	$	183	-	$	1,300	4,061
2013	May 2018	-	December 2021	718		-	1,100	4,846			July 2015	-	October 2021	$	212	-	$	1,107	4,745
2014											March 2019	-	March 2022	$	444	-	$	1,400	6,277
Total active securitizations								12,368											16,506
Acquisition accounting discount								(11		)									(7		)
								$	12,357										$	16,499

_________________


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

Our securitizations utilize special purpose entities which are also ~~VIE's~~VIEs that meet the requirements to be consolidated in our financial statements. See Note 7 6 - "Variable Interest Entities" to our condensed consolidated financial statements in this Form 10-Q for further discussion.

Senior Notes and Other Unsecured Debt

We also access the public capital markets through the issuance of unsecured debt. In the North America Segment, we periodically issue senior unsecured notes. At September 30, 2014 we had $7.9 billion in senior unsecured notes outstanding.

In the International Segment, particularly in Latin America, we issue other unsecured debt through commercial paper offerings and other non-bank funding instruments. At September 30, 2014 we had $767 million of this type of unsecured debt outstanding.

FORWARD-LOOKING STATEMENTS

This report contains several "forward-looking statements." Forward-looking statements are those that use words such as "believe," "expect," "anticipate," "intend," "plan," "may," "likely," "should," "estimate," "continue," "future" and/or other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are detailed from time to time in our filings and reports with the Securities and Exchange Commission, ~~("the Commission"),~~ including our ~~Annual Report on~~ Form 10-K for the year ended December 31, ~~2012~~.2013. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to, and do not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.

The following factors are among those that may cause actual results to differ materially from historical results or from the forward-looking statements:

our ability to close the acquisition of Ally Financial's equity interest in GMAC-SAIC and ~~integrate the international operations into our~~operate that business successfully;

•changes in general economic and business conditions;

GM's ability to sell new vehicles that we finance in the markets we serve in North America, Europe and Latin ~~America that we finance;~~America;

•interest rate and currency fluctuations;

•our financial condition and liquidity, as well as future cash flows and earnings;

•competition;

the effect, interpretation or application of new or existing laws, regulations, court decisions and accounting pronouncements;

•

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the availability of sources of financing;

•the level of net charge-offs, delinquencies and prepayments on the loans and leases we originate;

•the viability of GM-franchised dealers that are commercial loan customers;

•the prices at which used cars are sold in the wholesale auction markets; and

•changes in business strategy, including acquisitions and expansion of product lines and credit risk appetite.

If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.

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Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in our exposure to interest rate risk since December 31, ~~2012.~~2013. See Item 7A - "Quantitative and Qualitative Disclosures About Market Risk" in our Form 10-K.


Item 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures ~~that are~~ designed to ~~ensure~~provide reasonable assurance that information required to be disclosed in ~~the~~ reports ~~we file~~filed under the Securities Exchange Act of 1934, as amended ("Exchange Act"), is recorded, processed, summarized and reported within the specified time periods ~~specified in the Commission’s rules~~ and ~~forms. Such controls include those designed to ensure that information for disclosure is~~accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), ~~as appropriate to allow timely decisions regarding required disclosure.~~

~~The CEO and CFO, with the participation of management, have~~ evaluated the effectiveness of our disclosure controls and procedures ~~as of~~ (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) at September 30, ~~2013~~.2014. Based on ~~their~~this evaluation ~~they have~~required by paragraph (b) of Rules 13a-15 and 15d-15, our CEO and CFO concluded that ~~the~~our disclosure controls and procedures ~~are effective.~~were effective at September 30, 2014.

Changes in Internal Control Over Financial Reporting

On April 1, 2013, we acquired all of Ally Financial's auto finance and financial services operations in Germany, the United Kingdom, Italy, Sweden, Switzerland, Austria, Belgium, the Netherlands, Greece, Spain, Chile, Colombia and Mexico. On June 1, 2013, we acquired Ally Financial's auto finance and financial services operations in France and Portugal. These operations collectively represent a change that may have materially affected our internal control over financial reporting during the periods ended September 30, 2013. We have extended our oversight and monitoring processes that support our internal control over financial reporting to include the international operations. We are currently in the process of integrating the internal controls and procedures of the international operations, including a preliminary assessment of internal controls over financial reporting, with our North American operations, which may materially affect our internal control over financial reporting. We expect to exclude the international operations from our December 31, 2013 assessment of and report on internal control over financial reporting, but we expect to perform an assessment of and report on internal control over financial reporting of all of the operations of the combined company as of December 31, 2014. Other than the operations acquired, there have beenThere were no ~~other~~ changes made in our internal control over financial reporting ~~(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred~~ during the ~~three months~~quarter ended September 30, ~~2013,~~2014, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations Inherent in all Controls

Our management, including the CEO and CFO, recognize that the disclosure controls and internal controls (discussed above) cannot prevent all errors or all attempts at fraud. Any controls system, no matter how well crafted and operated, can only provide reasonable, and not absolute, assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.

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~~Part II. OTHER INFORMATION~~


Part II.	OTHER INFORMATION


Item 1.	Legal Proceedings

~~There are no material updates~~In July 2014, in connection with an investigation by the U.S. Department of Justice in contemplation of a civil proceeding for potential violations of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, we were served with a subpoena by the U.S. Department of Justice directing us to produce certain documents relating to our and our subsidiaries’ and affiliates’ origination and securitization of subprime automobile loans since 2007. Among other matters, the subpoena requests information relating to the ~~legal~~underwriting criteria used to originate these automobile loans and the representations and warranties relating to those underwriting criteria that were made in connection with the securitization of the automobile loans. In September 2014, we were served with additional investigative subpoenas to produce documents from state attorneys general and other governmental offices relating to our subprime auto finance business and securitization of subprime auto loans. We are investigating these matters internally and believe we are cooperating with all requests. Such investigations could in the future result in the imposition of damages, fines or civil or criminal claims and/or penalties. No assurance can be given that the ultimate outcome of the investigations or any resulting proceedings ~~described in~~would not materially and adversely affect us or any of our ~~Annual Report on Form 10-K for the year ended~~ ~~December 31, 2012~~.subsidiaries and affiliates.


Item 1A.	Risk Factors

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The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial also may adversely affect our business, financial condition and/or operating results. This section updates our risk factors as stated in our Annual Report in Form 10-K to reflect material developments since our Form 10-K was filed.

On April 1, 2013, we completed a transaction under which we acquired Ally Financial's equity interests in its top-level holding companies that comprise substantially all of Ally Financial's auto finance and financial services business in Europe other than in France and Portugal and Latin America other than Brazil, pursuant to the Purchase and Sale Agreement entered into on November 21, 2012. On June 1, 2013 we completed the acquisition of Ally Financial's auto finance and financial services business in France and Portugal. On October 1, 2013, we completed the acquisition of Ally Financial's auto finance and financial services business in Brazil. As a result of these transactions, we now haveOur operations ~~outside of North America and these operations are exposed to additional risks that could affect them such as the following:~~

~~multiple foreign regulatory requirements that~~ are subject to ~~change;~~regulation, supervision and licensing under various statutes, ordinances and regulations.

~~difficulty~~As an entity operating in ~~establishing, staffing~~the financial services sector, we are required to comply with a wide variety of laws and ~~managing foreign operations;~~

~~differing labor regulations;~~

~~consequences from changes in tax laws;~~

~~restrictions on the~~regulations that may be costly to adhere to and may affect both our operating results and our ability to ~~repatriate profits or transfer cash into or out of foreign countries~~service our earning assets. Compliance with these laws and regulations requires that we maintain forms, processes, procedures, controls and the ~~tax consequences~~infrastructure to support these requirements and these laws and regulations often create operational constraints both on our ability to implement servicing procedures and on pricing. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply with these laws could result in significant statutory civil and criminal penalties for us, monetary damages, attorneys’ fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer relationships.

In July 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The Dodd-Frank Act is extensive and significant legislation that, among other things, strengthens the regulatory oversight of securities and capital markets activities by the SEC and increases the regulation of the securitization markets. The various requirements of the Dodd-Frank Act may substantially impact the origination, servicing and securitization program of our subsidiaries.

The Dodd-Frank Act also created the Consumer Financial Protection Bureau ("CFPB"), a federal agency that has extensive rulemaking and enforcement authority and that began operating in 2011. The CFPB and the Federal Trade Commission ("FTC") have recently become more active in investigating the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities, such as us. The CFPB has recently indicated an intention to review the actions of indirect auto finance companies such as us with regard to pricing activities and issued a bulletin to such lenders on how to limit fair lending risk under the Equal Credit Opportunity Act. In September 2014, the CFPB proposed supervising the largest nonbank auto lenders such as us, which is the initial step that is expected to lead to examinations of such ~~repatriations~~nonbank auto lenders as early as 2015. Gaining supervisory power over nonbank lenders such as us will allow the agency to conduct comprehensive and ~~transfers;~~rigorous on-site examinations that could result in enforcement actions, fines, and

~~devaluations~~ mandated process, procedure or product-related changes or consumer refunds if violations of law or unfair lending practices are found. Both the FTC and the CFPB have announced various enforcement actions against lenders beginning in ~~currencies.~~2012 involving significant penalties, cease and desist orders, and similar remedies that, if applicable to auto finance providers and to products, services and operations of the nature offered by us, may require us to cease or alter certain business practices, which could have a material adverse effect on our financial condition and results of operations.

In ~~addition,~~July 2014, in connection with an investigation by the U.S. Department of Justice in contemplation of a civil proceeding for potential violations of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, we were served with a subpoena by the U.S. Department of Justice directing us to produce certain documents relating to our and our subsidiaries’ and affiliates’ origination and securitization of subprime automobile loans since 2007. Among other matters, the subpoena requests information relating to the underwriting criteria used to originate these automobile loans and the representations and warranties relating to those underwriting criteria that were made in connection with the ~~May 2013 offering~~securitization of ~~senior notes,~~the automobile loans. In September 2014, we ~~described~~were served with additional ~~risks as set forth on Exhibit 99.3~~investigative subpoenas to produce documents from state attorneys general and other governmental offices relating to our subprime auto finance business and securitization of subprime auto loans. We are investigating these matters internally and believe we are cooperating with all requests. Such investigations could in the ~~Current Report on Form 8-K dated~~future result in the imposition of damages, fines or civil or criminal claims and/or penalties. No assurance can be given that the ultimate outcome of the investigations or any resulting proceedings would not materially and ~~filed on May 6, 2013,~~adversely affect us or any of our subsidiaries and ~~incorporated herein by reference.~~affiliates.

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Item 6.	Exhibits



4.1	First Amendment to Third Supplemental Indenture, dated October 17, 2014	Filed Herewith

4.2	First Amendment to Fourth Supplemental Indenture, dated October 17, 2014	Filed Herewith

31.1	Officers' Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002	Filed Herewith

32.1	Officers' Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002	Furnished with this Report

101.INS*	XBRL Instance Document	Furnished with this Report

101.SCH*	XBRL Taxonomy Extension Schema Document	Furnished with this Report

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished with this Report

101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Furnished with this Report

101.LAB*	XBRL Taxonomy Extension Label Linkbase Document	Furnished with this Report

101.PRE*	XBRL Taxonomy Presentation Linkbase Document	Furnished with this Report

__________


*	Submitted electronically with this Report.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			General Motors Financial Company, Inc.
			(Registrant)

Date:	October ~~30, 2013~~23, 2014	By:	/S/ CHRIS A. CHOATE
			(Signature)
			Chris A. Choate
			Executive Vice President and
			Chief Financial Officer ~~and Treasurer~~

~~Table of Contents~~

~~CERTIFICATIONS~~

~~Exhibit 31.1~~

~~I, Daniel E. Berce, certify that:~~


~~(1)~~	~~I have reviewed the Quarterly Report on Form 10-Q of General Motors Financial Company, Inc. (the "Company") for the~~ ~~nine months ended September 30, 2013~~ ~~(this "report");~~


~~(2)~~	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;


~~(3)~~	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

~~(4)~~

The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: (i) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (ii) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (iii) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (iv) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

~~(5)~~

The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company's auditors and to the Audit Committee of the Company's Board of Directors (or persons performing equivalent functions): (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

~~Dated:~~ ~~October 30, 2013~~



		~~/s/ Daniel E. Berce~~
		~~Daniel E. Berce~~
		~~President and Chief Executive Officer~~

~~Table of Contents~~

~~I, Chris A. Choate, certify that:~~


~~(1)~~	~~I have reviewed the Quarterly Report on Form 10-Q of General Motors Financial Company, Inc. (the "Company") for the~~ ~~nine months ended September 30, 2013~~ ~~(this "report");~~


~~(2)~~	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;


~~(3)~~	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

~~(4)~~

~~(5)~~

~~Dated:~~ ~~October 30, 2013~~



		~~/s/ Chris A. Choate~~
		~~Chris A. Choate~~
		~~Executive Vice President, Chief~~
		~~Financial Officer and Treasurer~~

~~Table of Contents~~

~~Exhibit 32.1~~

~~CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906~~

~~OF SARBANES-OXLEY ACT OF 2002~~

~~I, Daniel E. Berce, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:~~


~~(1)~~	~~The Quarterly Report on Form 10-Q of the Company for the~~ ~~nine months ended September 30, 2013~~ ~~(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and~~


~~(2)~~	~~The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.~~

~~Dated:~~ ~~October 30, 2013~~



		~~/s/ Daniel E. Berce~~
		~~Daniel E. Berce~~
		~~President and Chief Executive Officer~~

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~~CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906~~

~~OF SARBANES-OXLEY ACT OF 2002~~

~~I, Chris A. Choate, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:~~


~~(1)~~	~~The Quarterly Report on Form 10-Q of the Company for the~~ ~~nine months ended September 30, 2013~~ ~~(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and~~


~~(2)~~	~~The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.~~

~~Dated:~~ ~~October 30, 2013~~



		~~/s/ Chris A. Choate~~
		~~Chris A. Choate~~
		~~Executive Vice President, Chief~~
		~~Financial Officer and Treasurer~~



	Acquired International Operations
Cash	$	440
Restricted cash	525
Finance receivables	10,969
Other assets, including identifiable intangible assets	263
Secured and unsecured debt	(8,926		)
Other liabilities	(722		)
Identifiable net assets acquired	2,549
Goodwill resulting from the acquisitions	48
Aggregate consideration	$	2,597



	Consumer ^(a)		Commercial
Contractually required payments receivable	$	7,168	$	4,067
Cash flows not expected to be collected	$	152	$	18
Fair value	$	6,378	$	3,990



	International Operations Amounts Included in Results				Supplemental Pro Forma - Combined
	International Operations Amounts Included in Results				Three Months Ended				Nine Months Ended
	Three Months Ended		Nine Months Ended		September 30,
	September 30, 2013				2013		2012		2013		2012
Total revenue	$	245	$	493	$	888	$	759	$	2,503	$	2,225
Net income	$	50	$	104	$	172	$	157	$	495	$	530



							Year Ended
	Nine Months Ended September 30, 2013						December 31, 2012
	North America		International		Total		North America
Balance at beginning of period	$	1,108	$		$	1,108	$	1,108
International operations acquisition^(a)			48		48
Balance at end of period	$	1,108	$	48	$	1,156	$	1,108



Contractually required payments receivable ^(a)	$	799
Cash flows expected to be collected ^(a)	$	728
Fair value ^(a)	$	601



	September 30, 2013
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
	Quoted Prices In Active Markets For Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Money market funds^(i)(a)	$	1,439	$		$		$	1,439
Derivatives not designated as hedging instruments:
Interest rate swaps⁽ⁱⁱⁱ⁾					8		8
Interest rate caps⁽ⁱ⁾			5				5
Foreign exchange swaps⁽ⁱ⁾			1				1
Total assets	$	1,439	$	6	$	8	$	1,453
Liabilities
Derivatives not designated as hedging instruments:
Interest rate swaps⁽ⁱⁱⁱ⁾	$		$		$	16	$	16
Interest rate caps⁽ⁱ⁾			6				6
Foreign exchange swaps⁽ⁱ⁾			19				19
Total liabilities	$		$	25	$	16	$	41