UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~September 30, 2017~~March 31, 2018



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)



State of Texas		75-2291093
(State or other jurisdiction of 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)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 (§ 232.405 of this chapter) 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	o	Accelerated filer	o	Non-accelerated filer (Do not check if a smaller reporting company)	ý	Smaller reporting company	o	Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of ~~October 23, 2017,~~April 25, 2018, there were 5,050,000 shares of the registrant’s common stock, par value $0.0001 per share, outstanding. All of the registrant’s common stock is owned by General Motors Holdings ~~LLC.~~

LLC, a wholly-owned subsidiary of General Motors Company.

INDEX



		Page
PART I
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows (Unaudited)	3
	Notes to Condensed Consolidated Financial Statements	4
	Note 1. Summary of Significant Accounting Policies	4
	Note 2. ~~Discontinued Operations~~	4
	~~Note 3.~~ Related Party Transactions	5
	Note 4.3. Finance Receivables	76
	Note 4. Leased Vehicles	8
	Note 5. ~~Leased Vehicles~~	10
	~~Note 6.~~ Equity in Net Assets of Non-consolidated Affiliate	109
	Note 6. Debt	9
	Note 7. ~~Debt~~Variable Interest Entities	10
	Note 8. ~~Variable Interest Entities~~Derivative Financial Instruments and Hedging Activities	11
	Note 9. ~~Derivative Financial Instruments and Hedging Activities~~	12
	~~Note 10.~~ Commitments and Contingencies	13
	Note ~~11.~~10. Shareholders' Equity	13
	Note 11. Income Taxes	14
	Note 12. ~~Income Taxes~~Discontinued Operations	1415
	Note 13. Segment Reporting	15
	Note 14. ~~Accumulated Other Comprehensive Loss~~	16
	~~Note 15.~~ Regulatory Capital and ~~other~~Other Regulatory Matters	16
	Note ~~16.~~15. Guarantor Condensed Consolidating Financial Statements	1716
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2623
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3529
Item 4.	Controls and Procedures	3529
PART II
Item 1.	Legal Proceedings	3630
Item 1A.	Risk Factors	3630
Item 6.	Exhibits	3731
	Signature	3832

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(~~Dollars in~~In millions, except per share amounts) (Unaudited)

September 30, 2017 December 31, 2016
ASSETS
Cash and cash equivalents $ 3,976
$ 2,815
Finance receivables, net (Note 4; Note 8 VIEs)
40,864
33,475
Leased vehicles, net (Note 5; Note 8 VIEs)
41,775
34,342
Goodwill 1,201
1,196
Equity in net assets of non-consolidated affiliate (Note 6)
1,119
944
Related party receivables (Note 3)
339
347
Other assets (Note 8 VIEs)
4,767
3,695
Assets held for sale (Note 2)
12,094
10,951
Total assets $ 106,135
$ 87,765
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt (Note 7; Note 8 VIEs)
$ 40,775
$ 35,087
Unsecured debt (Note 7)
38,263
29,476
Deferred income 3,066
2,355
Related party payables (Note 3)
253
320
Other liabilities 2,449
2,141
Liabilities held for sale (Note 2)
10,858
9,693
Total liabilities 95,664
79,072
Commitments and contingencies (Note 10)

Shareholders' equity
Common stock, $0.0001 par value per share, 10,000,000 shares authorized and 5,050,000 shares issued (Note 11)
—
—
Preferred stock, $0.01 par value per share, 250,000,000 shares authorized and 1,000,000 shares issued (Note 11)
—
—
Additional paid-in capital 7,514
6,505
Accumulated other comprehensive loss (Note 14)
(935 ) (1,238 )
Retained earnings 3,892
3,426
Total shareholders' equity 10,471
8,693
Total liabilities and shareholders' equity $ 106,135
$ 87,765



	March 31, 2018			December 31, 2017
ASSETS
Cash and cash equivalents	$	4,178		$	4,265
Finance receivables, net (Note 3; Note 7 VIEs)	43,773			42,172
Leased vehicles, net (Note 4; Note 7 VIEs)	43,444			42,882
Goodwill	1,198			1,197
Equity in net assets of non-consolidated affiliate (Note 5)	1,281			1,187
Related party receivables (Note 2)	659			309
Other assets (Note 7 VIEs)	6,489			5,003
Total assets	$	101,022		$	97,015
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt (Note 6; Note 7 VIEs)	$	39,441		$	39,887
Unsecured debt (Note 6)	44,079			40,830
Deferred income	3,336			3,221
Related party payables (Note 2)	132			92
Other liabilities	3,286			2,691
Total liabilities	90,274			86,721
Commitments and contingencies (Note 9)
Shareholders' equity (Note 10)
Common stock, $0.0001 par value per share	—			—
Preferred stock, $0.01 par value per share	—			—
Additional paid-in capital	7,541			7,525
Accumulated other comprehensive loss	(708		)	(768		)
Retained earnings	3,915			3,537
Total shareholders' equity	10,748			10,294
Total liabilities and shareholders' equity	$	101,022		$	97,015

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 INCOME

(In millions) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2017		2016		2017			2016		2018		2017
Revenue
Finance charge income	$	837	$	721	$	2,401		$	2,110	$	866	$	752
Leased vehicle income	2,244		1,582		6,282			4,144		2,447		1,931
Other income	80		57		216			175		98		65
Total revenue	3,161		2,360		8,899			6,429		3,411		2,748
Costs and expenses
Salaries and benefits	224		195		621			536		221		199
Other operating expenses	122		132		388			360		144		131
Total operating expenses	346		327		1,009			896		365		330
Leased vehicle expenses	1,670		1,197		4,648			3,148		1,787		1,429
Provision for loan losses	204		167		573			501
Provision for loan losses (Note 3)										136		211
Interest expense	672		511		1,903			1,393		732		596
Total costs and expenses	2,892		2,202		8,133			5,938		3,020		2,566
Equity income (Note 6)	41		36		129			109
Equity income (Note 5)										52		47
Income from continuing operations before income taxes	310		194		895			600		443		229
Income tax provision (Note 12)	124		60		260			185
Income tax provision (Note 11)										74		50
Income from continuing operations	186		134		635			415		369		179
Income (loss) from discontinued operations, net of tax (Note 2)	16		13		(169		)	85
Income from discontinued operations, net of tax (Note 12)										—		23
Net income	$	202	$	147	$	466		$	500	$	369	$	202

Net income attributable to common shareholder	$	200	$	147	$	464		$	500	$	355	$	202

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income $ 202
$ 147
$ 466
$ 500
Other comprehensive income (loss), net of tax
Unrealized loss on cash flow hedges, net of income tax benefit of $2, $1, $10 and $3 (3 ) (1 ) (14 ) (5 )
Defined benefit plans, net of income tax —
—
(1 ) —
Foreign currency translation adjustment, net of income tax expense of $21, $0, $30 and $0 120
(10 ) 318
60
Other comprehensive income (loss), net of tax 117
(11 ) 303
55
Comprehensive income $ 319
$ 136
$ 769
$ 555



	Three Months Ended March 31,
	2018		2017
Net income	$	369	$	202
Other comprehensive income, net of tax (Note 10)
Unrealized gain (loss) on cash flow hedges, net of income tax expense (benefit) of $1 and $(3)	1		(4		)
Foreign currency translation adjustment, net of income tax (benefit) expense of $(1) and $4	59		94
Other comprehensive income, net of tax	60		90
Comprehensive income	$	429	$	292

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

(In millions) (Unaudited)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2018			2017
Net cash provided by operating activities - continuing operations	$	4,795		$	3,566		$	1,669		$	1,355
Net cash provided by operating activities - discontinued operations	243			290			—			61
Net cash provided by operating activities	5,038			3,856			1,669			1,416
Cash flows from investing activities
Purchases of retail finance receivables, net	(15,267		)	(10,408		)	(5,073		)	(5,475		)
Principal collections and recoveries on retail finance receivables	9,410			7,368			3,576			2,810
Net funding of commercial finance receivables	(1,557		)	(1,145		)
Net collections (funding) of commercial finance receivables							32			(577		)
Purchases of leased vehicles, net	(14,809		)	(14,939		)	(4,496		)	(4,760		)
Proceeds from termination of leased vehicles	4,649			1,799			2,379			1,079
Other investing activities	(65		)	(59		)	(20		)	(20		)
Net cash used in investing activities - continuing operations	(17,639		)	(17,384		)	(3,602		)	(6,943		)
Net cash used in investing activities - discontinued operations	(468		)	(949		)
Net cash provided by (used in) investing activities - discontinued operations							—			(140		)
Net cash used in investing activities	(18,107		)	(18,333		)	(3,602		)	(7,083		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	(305		)	(301		)	23			(360		)
Borrowings and issuance of secured debt	26,731			18,420
Borrowings and issuances of secured debt							5,602			8,055
Payments on secured debt	(20,905		)	(12,525		)	(6,166		)	(4,440		)
Borrowings and issuance of unsecured debt	12,626			10,358
Borrowings and issuances of unsecured debt							3,861			2,968
Payments on unsecured debt	(4,375		)	(2,345		)	(486		)	(531		)
Debt issuance costs	(131		)	(112		)	(40		)	(27		)
Proceeds from issuance of preferred stock	985			—
Dividends paid							(30		)	—
Net cash provided by financing activities - continuing operations	14,626			13,495			2,764			5,665
Net cash provided by financing activities - discontinued operations	63			601
Net cash provided by (used in) financing activities - discontinued operations							—			(10		)
Net cash provided by financing activities	14,689			14,096			2,764			5,655
Net increase (decrease) in cash, cash equivalents and restricted cash	1,620			(381		)	831			(12		)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	112			22			8			37
Cash, cash equivalents and restricted cash at beginning of period	5,302			5,002			6,567			5,302
Cash, cash equivalents and restricted cash at end of period	$	7,034		$	4,643		$	7,406		$	5,327
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	6,469		$	3,918		$	7,406		$	4,737
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	565		$	725		$	—		$	590

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet:


	September 30, 2017		March 31, 2018
Cash and cash equivalents	$	3,976	$	4,178
Restricted cash included in other assets	2,493		3,228
Total	$	6,469	$	7,406

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

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Basis of Presentation The condensed consolidated financial statements include our accounts and the accounts of our consolidated subsidiaries, including certain ~~special-purpose financing~~special purpose entities (SPEs) utilized in secured financing transactions, which are considered variable interest entities (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, General Motors Company (GM). All intercompany transactions and ~~balances~~accounts have been eliminated in consolidation.

~~Our operations in Europe~~On October 31, 2017, we completed the sale of certain of our European subsidiaries and branches (collectively, our European Operations) to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. The European Operations are presented as discontinued operations ~~and the related assets and liabilities are presented as held for sale~~ in our condensed consolidated financial statements for ~~all periods presented.~~the three months ended March 31, 2017. Refer to Note 12 for additional details regarding our disposal of these operations. Unless otherwise indicated, information in these notes to the condensed consolidated financial statements relates to ~~continuing operations. Refer to~~ ~~Note 2~~ ~~- "Discontinued Operations" for additional details regarding~~ our ~~planned disposal of these~~continuing operations.

The 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 condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements that are included in our Annual Report on Form 10-K filed on February ~~7, 2017~~6, 2018 (Form 10-K). Except as otherwise specified, dollar amounts presented within tables are stated in millions.

The condensed consolidated financial statements at ~~September 30, 2017,~~March 31, 2018, and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ are unaudited and, in management’s opinion, include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations. The results for interim periods are not necessarily indicative of results for a full year.

~~In August~~ The condensed consolidated balance sheet at December 31, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" (ASU 2017-12), which simplifies the application of hedge accounting and more closely aligns hedge accounting with companies' risk management strategies thereby making more hedging strategies eligible for hedge accounting. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. ASU 2017-12 requires a cumulative-effect adjustment for certain items upon adoption. We are currently evaluating the impact the adoption of ASU 2017-12 will have on our consolidatedwas derived from audited annual financial statements.

Segment Information We are the wholly-owned captive finance subsidiary of ~~GM.~~General Motors Company (GM). We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We evaluate our business in two operating ~~segments. The~~segments: North America (the North America Segment) and International (the International Segment). Our North America Segment includes ~~our~~ operations in the U.S. and Canada. ~~The~~Our International Segment includes ~~our~~ operations in Brazil, Chile, Colombia, Mexico and Peru, as well as our equity investment in SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC), a joint venture that conducts ~~auto~~automobile finance operations in China.

Recently Adopted Accounting Standards

~~Note 2. Discontinued Operations~~

~~On March 5, 2017, General Motors Holdings LLC,~~Effective January 1, 2018, we adopted ASU 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09) as amended, as incorporated into Accounting Standards Codification (ASC) 606, on a ~~wholly-owned subsidiary~~modified retrospective basis by recognizing a cumulative effect adjustment of ~~GM and our parent, entered into a Master Agreement (the Agreement) with Peugeot S.A. Pursuant~~$33 million as an increase to the ~~Agreement, Peugeot S.A. acquired on July 31, 2017 GM’s Opel~~opening balance of retained earnings. Under the new standard, commission revenue and ~~Vauxhall businesses and~~expenses related to certain other assets in Europe (the Opel/Vauxhall Business) and will acquire, together with a financial partner, certain of our European financial subsidiaries and branches (collectively, our European Operations and, together with Opel/Vauxhall Business, GM's European Business). The transfer of our European Operations is expected to close byretail finance receivables that were previously recognized as earned or incurred ratably over the ~~end~~term of the ~~year subject~~related receivables will now be recognized in full at the origination of the receivables.

Effective January 1, 2018, we adopted ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" (ASU 2018-02). ASU 2018-02 provides the option to reclassify stranded tax effects related to the ~~receipt~~U.S. Tax Cuts and Jobs Act of 2017 (the Act) in accumulated other comprehensive income to retained earnings. The cumulative effect of the ~~necessary regulatory approvals~~adjustments to the opening balance of retained earnings for the adopted standard was insignificant.

Effective January 1, 2018, we adopted ASU 2017-12, "Derivatives and ~~satisfaction~~Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities" (ASU 2017-12), on a modified retrospective basis, which is intended to facilitate financial reporting that more closely reflects risk management activities and simplifies the application of ~~other closing conditions.~~hedge accounting. Changes to the new guidance include expanded disclosures regarding the types of risk management strategies eligible for hedge accounting, simplifying the documentation and effectiveness assessment requirements, changing how ineffectiveness is measured, and changing the presentation and disclosure requirements for hedge accounting activities. The cumulative effect of the adjustments to the opening balance of retained earnings for the adopted standard was insignificant.

The ~~net consideration~~following change to ~~be paid for~~ our ~~European Operations will be 0.8 times their book value at closing. Based on exchange rates at September 30, 2017, we estimate the net consideration will be approximately $1.1 billion,~~derivative accounting policy became effective upon adoption of ASU 2017-12:

Certain interest rate swap and ~~we currently expect to recognize a disposal loss of approximately $500 million, subject to~~ foreign currency ~~fluctuations, which~~swap agreements have ~~had~~been designated as cash flow hedges. The risk being hedged is the foreign currency and interest rate risk related to forecasted transactions. If the contract has been designated as a ~~favorable impact on~~cash flow hedge, the ~~estimated loss. The purchase price is subject to certain adjustments as provided~~change in the ~~Agreement. During the nine months ended September 30, 2017, we recognized a portion~~fair value of the ~~disposal~~cash flow hedge is deferred in accumulated other comprehensive loss and is recognized in ~~accordance~~interest, operating and other expenses along with ~~ASC 360 - "Property, Plant and Equipment." We expect to recognize~~ the ~~remainder~~earnings effect of the ~~disposal loss at~~hedged item when the ~~closing of the transaction.~~hedged item affects earnings.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

~~The following table summarizes~~Changes in the ~~assets~~fair value of amounts excluded from the assessment of effectiveness are recorded currently in earnings and ~~liabilities held for sale:~~

September 30, 2017 December 31, 2016
ASSETS
Cash and cash equivalents $ 242
$ 386
Finance receivables, net 11,303
9,715
Related party receivables —
163
Other assets 549
687
Total assets held for sale $ 12,094
$ 10,951
LIABILITIES
Secured debt $ 4,872
$ 4,183
Unsecured debt 5,469
5,130
Related party payables —
80
Other liabilities 517
300
Total liabilities held for sale $ 10,858
$ 9,693

~~The following table summarizes~~are presented in the ~~results~~same income statement line as the earnings effect of ~~operations for~~ the ~~discontinued operations:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Total revenue $ 148
$ 138
$ 422
$ 436
Interest expense 24
30
70
112
Other expenses 75
74
231
205
Total costs and expenses 99
104
301
317
Income from discontinued operations before income taxes 49
34
121
119
Loss on sale of discontinued operations before income taxes 38
—
374
—
Income (loss) from discontinued operations before income taxes 11
34
(253 ) 119
Income tax (benefit) provision (5 ) 21
(84 ) 34
Income (loss) from discontinued operations, net of tax $ 16
$ 13
$ (169 ) $ 85
hedged item.

Note 2. Related Party Transactions

We offer loan and lease finance products through GM-franchised dealers to customers purchasing new vehicles manufactured by GM and certain used vehicles and make commercial loans directly to GM-franchised dealers and their affiliates. We also offer commercial loans to dealers that are consolidated by GM and those balances are included in our finance receivables, net.

Under subvention programs, GM makes cash payments to us for offering incentivized rates and structures on retail loan and lease finance products. In addition, GM makes cash payments to us to cover certain interest payments on commercial loans. The balance in subvention receivable increased from December 31, 2017 due to a re-timing of cash payments from GM.

We purchase certain program vehicles from GM subsidiaries. We simultaneously lease these vehicles to those subsidiaries for use in their ride-sharing arrangements. We account for these leases as direct-financing leases, which are included in our finance receivables, net.

We periodically purchase finance receivables from other GM subsidiaries for vehicles sold to rental car companies and for vehicles sold to certain dealerships. During the three months ended March 31, 2018, we purchased $136 million of these receivables from GM.

We have related party payables due to GM, primarily for commercial finance receivables originated but not yet funded.

The following tables present related party transactions:



Balance Sheet Data	March 31, 2018		December 31, 2017
Commercial finance receivables, net due from dealers consolidated by GM^(a)	$	369	$	355
Direct-financing lease receivables from GM subsidiaries^(a)	$	101	$	88
Subvention receivable^(b)	$	658	$	306
Commercial loan funding payable^(c)	$	130	$	90



	Three Months Ended March 31,
Income Statement Data	2018		2017
Interest subvention earned on retail finance receivables^(d)	$	112	$	95
Interest subvention earned on commercial finance receivables^(d)	$	18	$	15
Leased vehicle subvention earned^(e)	$	798	$	706

_________________


(a)	Included in finance receivables, net.


(b)	Included in related party receivables. We received subvention payments from GM of $0.6 billion and $1.0 billion for the three months ended March 31, 2018 and 2017.


(c)	Included in related party payables.


(d)	Included in finance charge income.


(e)	Included as a reduction to leased vehicle expenses.

Under the support agreement with GM (the Support Agreement), if our earning assets leverage ratio at the end of any calendar quarter exceeds the applicable threshold set in the Support Agreement, we may require GM to provide funding sufficient to bring our earning assets leverage ratio to within the applicable threshold. In determining our earning assets leverage ratio (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, as each may be adjusted for derivative accounting from time to time.

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. GM also agreed to certain provisions in the Support Agreement intended to ensure that we maintain adequate access to liquidity. Pursuant to these provisions, GM provided us with a $1.0 billion junior subordinated unsecured intercompany revolving credit facility (the Junior Subordinated Revolving Credit Facility), and GM agreed to use commercially reasonable efforts to ensure that we will continue to be designated as a subsidiary borrower under GM's corporate revolving credit facilities. At March 31, 2018, we had no amounts borrowed under either of GM's unsecured revolving credit facilities.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

On April 18, 2018, GM amended and restated its revolving credit facilities, consisting of a three-year, $4.0 billion facility and a five-year, $10.5 billion facility, and added a 364-day, $2.0 billion facility (the 364-day facility). Also on April 18, 2018, we and GM amended the Support Agreement to, among other things, allow for irrevocable and exclusive access by us of no less than $2.0 billion of the 364-day facility to support our liquidity.

We are included in GM's consolidated U.S. federal income tax returns. For taxable income we recognize in any period beginning on or after October 1, 2010, we are obligated to pay GM for our share of the consolidated U.S. federal and certain state tax liabilities. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. At March 31, 2018 and December 31, 2017, there are no related party taxes payable to GM.

Note 3. ~~Related Party Transactions~~

Under subvention programs, GM makes cash payments to us for offering incentivized rates and structures on retail loan and lease finance products. In addition, GM makes payments to us to cover certain interest payments on commercial loans.

In March 2017, we executed an agreement to purchase certain program vehicles from Maven Drive LLC (Maven), a wholly-owned subsidiary of GM. We simultaneously leased these vehicles to Maven for use in their ride-sharing arrangements. We account for these leases as direct-financing leases, which are included in our finance receivables, net.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

We have related party payables due to GM, primarily for commercial finance receivables originated but not yet funded. These payables typically settle within 30 days. The following tables present related party transactions:

Balance Sheet Data September 30, 2017 December 31, 2016
Commercial finance receivables, net due from dealers consolidated by GM^(a)
$ 349
$ 347
Direct-financing lease receivables from Maven^(a)
$ 96
$ —
Subvention receivable^(b)
$ 338
$ 347
Commercial loan funding payable^(c)
$ 251
$ 320

Three Months Ended September 30, Nine Months Ended September 30,
Income Statement Data 2017 2016 2017 2016
Interest subvention earned on retail finance receivables^(d)
$ 115
$ 90
$ 319
$ 245
Interest subvention earned on commercial finance receivables^(d)
$ 14
$ 13
$ 42
$ 35
Leased vehicle subvention earned^(e)
$ 786
$ 591
$ 2,246
$ 1,588

~~_________________~~


~~(a)~~	~~Included in finance receivables, net.~~


~~(b)~~	Included in related party receivables. We received subvention payments from GM of $1.1 billion and $1.0 billion for the three months ended September 30, 2017 and 2016, and $3.3 billion and $3.2 billion for the nine months ended September 30, 2017 and 2016.


~~(c)~~	~~Included in related party payables.~~


~~(d)~~	~~Included in finance charge income.~~


~~(e)~~	~~Included as a reduction to leased vehicle expenses.~~

Under our support agreement with GM (the Support Agreement), if our earning assets leverage ratio at the end of any calendar quarter exceeds the applicable threshold set in the Support Agreement, we may require GM to provide funding sufficient to bring our earning assets leverage ratio to within the applicable threshold. In determining our earning assets leverage ratio (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, as each may be adjusted for derivative accounting from time to time.

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 commercially reasonable efforts to ensure that we will continue to be designated as a subsidiary borrower of up to $4.0 billion under GM’s corporate revolving credit facilities. We have the ability to borrow up to $1.0 billion under GM's three-year, $4.0 billion unsecured revolving credit facility and $3.0 billion under GM's five-year, $10.5 billion unsecured revolving credit facility, subject to available capacity. GM also agreed to certain provisions in the Support Agreement intended to ensure that we maintain adequate access to liquidity. Pursuant to these provisions, GM provided us with a $1.0 billion junior subordinated unsecured intercompany revolving credit facility (the Junior Subordinated Revolving Credit Facility).

We are included in GM's consolidated U.S. federal income tax returns. For taxable income we recognize in any period beginning on or after October 1, 2010, we are obligated to pay GM for our share of the consolidated U.S. federal and certain state tax liabilities. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. At September 30, 2017 and December 31, 2016, there are no related party taxes payable to GM due to our taxable loss position.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~Note 4.~~ Finance Receivables


	September 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
Retail finance receivables
Retail finance receivables, collectively evaluated for impairment, net of fees	$	30,147		$	24,480		$	32,121		$	30,574
Retail finance receivables, individually evaluated for impairment, net of fees	2,170			1,920			2,199			2,228
Total retail finance receivables, net of fees^(a)	32,317			26,400			34,320			32,802
Less: allowance for loan losses - collective	(571		)	(489		)	(551		)	(561		)
Less: allowance for loan losses - specific	(328		)	(276		)	(307		)	(328		)
Total retail finance receivables, net	31,418			25,635			33,462			31,913
Commercial finance receivables
Commercial finance receivables, collectively evaluated for impairment, net of fees	9,468			7,853			10,342			10,290
Commercial finance receivables, individually evaluated for impairment, net of fees	27			27			23			22
Total commercial finance receivables, net of fees	9,495			7,880			10,365			10,312
Less: allowance for loan losses - collective	(46		)	(36		)	(50		)	(50		)
Less: allowance for loan losses - specific	(3		)	(4		)	(4		)	(3		)
Total commercial finance receivables, net	9,446			7,840			10,311			10,259
Total finance receivables, net	$	40,864		$	33,475		$	43,773		$	42,172
Fair value of finance receivables	$	40,957		$	33,528		$	43,505		$	42,178

________________

(a) Net of unearned income, unamortized premiums and discounts, and deferred fees and costs of ~~$282~~$217 million and ~~$178~~$228 million at ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017.

We estimate the fair value of retail finance receivables using observable and unobservable Level 3 inputs within a cash flow model. The 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 receivables. The projected cash flows are then discounted to derive the fair value of the portfolio. Macroeconomic factors could affect the credit performance of the portfolio and, therefore, could potentially affect the assumptions used in our cash flow model. A substantial majority of our commercial finance receivables have variable interest rates. The carrying amount, a Level 2 input, is considered to be a reasonable estimate of fair value.


Retail Finance Receivables	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Allowance for retail loan losses beginning balance	$	844		$	790		$	765		$	713		$	889		$	765
Provision for loan losses	204			164			563			497			135			207
Charge-offs	(286		)	(284		)	(856		)	(826		)	(295		)	(298		)
Recoveries	135			128			420			403			123			143
Foreign currency translation	2			(2		)	7			9			6			6
Allowance for retail loan losses ending balance	$	899		$	796		$	899		$	796		$	858		$	823

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Retail Credit Quality Our retail finance receivables portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. 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 or ~~its~~their equivalent), and contract characteristics. We also consider other factors, such as employment history, financial stability and capacity to pay. ~~In North America, while we historically focused on consumers with lower than prime credit scores, we have expanded our prime lending programs.~~ A summary of the credit risk profile by FICO score band or equivalent scores, determined at origination, of the retail finance receivables ~~in North America~~ is as follows:


	September 30, 2017				December 31, 2016				March 31, 2018				December 31, 2017
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Prime - FICO Score 680 and greater	$	12,332	45.7	%	$	7,923	36.4	%	$	18,392	53.6	%	$	16,892	51.5	%
Near-prime - FICO Score 620 to 679	4,194		15.6		3,468		15.9		5,451		15.9		5,226		15.9
Sub-prime - FICO Score less than 620	10,443		38.7		10,395		47.7		10,477		30.5		10,684		32.6
Balance at end of period	$	26,969	100.0	%	$	21,786	100.0	%	$	34,320	100.0	%	$	32,802	100.0	%

In addition, we review the credit quality of our retail finance receivables based on customer payment activity. A retail account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Retail 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 customer defaults on the payment terms of the contract. The following is a consolidated summary of the contractual amounts of delinquent retail finance receivables, which is not significantly different than the recorded investment for such receivables.


	September 30, 2017				September 30, 2016				March 31, 2018				March 31, 2017
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
31 - 60 days	$	1,176	3.6	%	$	1,112	4.4	%	$	1,265	3.7	%	$	995	3.4	%
Greater than 60 days	521		1.6		491		1.9		605		1.7		430		1.4
Total finance receivables more than 30 days delinquent	1,697		5.2		1,603		6.3		1,870		5.4		1,425		4.8
In repossession	55		0.2		57		0.2		53		0.2		46		0.2
Total finance receivables more than 30 days delinquent or in repossession	$	1,752	5.4	%	$	1,660	6.5	%	$	1,923	5.6	%	$	1,471	5.0	%

At ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, the accrual of finance charge income had been suspended on retail finance receivables with contractual amounts due of ~~$797~~$852 million and ~~$798~~$778 million.

Impaired Retail Finance Receivables - TDRs Retail finance receivables that become classified as 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. Accounts that become classified as TDRs because of a payment deferral 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; therefore, there are no additional financial effects of deferred loans becoming classified as TDRs. Accounts in the U.S. 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. 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.

The outstanding recorded investment for retail finance receivables that are considered to be TDRs and the related allowance is presented below:



	March 31, 2018			December 31, 2017
Outstanding recorded investment	$	2,199		$	2,228
Less: allowance for loan losses	(307		)	(328		)
Outstanding recorded investment, net of allowance	$	1,892		$	1,900
Unpaid principal balance	$	2,239		$	2,266

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

~~The outstanding recorded investment for retail finance receivables that are considered to be TDRs and the related allowance is presented below:~~

September 30, 2017 December 31, 2016
Outstanding recorded investment $ 2,170
$ 1,920
Less: allowance for loan losses (328 ) (276 )
Outstanding recorded investment, net of allowance $ 1,842
$ 1,644
Unpaid principal balance $ 2,210
$ 1,967

Additional information about loans classified as TDRs is presented below:


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2017		2016		2017		2016		2018		2017
Average outstanding recorded investment	$	2,091	$	1,785	$	2,045	$	1,725	$	2,214	$	1,939
Finance charge income recognized	$	56	$	55	$	173	$	156	$	64	$	60
Number of loans classified as TDRs during the period	23,015		18,548		56,853		49,327		13,336		16,474
Recorded investment of loans classified as TDRs during the period	$	407	$	315	$	997	$	846	$	251	$	287

The unpaid principal ~~balance,~~balances, net of recoveries, of loans that were charged off during the reporting period and were within 12 months of being modified as a TDR were insignificant for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 and ~~2016.~~2017.

Commercial Finance Receivables

Commercial Credit Quality Our commercial finance receivables consist of dealer financings, primarily for inventory purchases. ~~A proprietary model is~~Proprietary models are used to assign a risk rating to each dealer. We perform periodic credit reviews of each dealership and adjust the dealership's risk rating, if necessary. Dealers in Group VI are subject to additional restrictions on funding, including suspension of lines of credit and liquidation of assets. The following table summarizes the credit risk profile by dealer risk rating of commercial finance receivables:


			September 30, 2017				December 31, 2016						March 31, 2018				December 31, 2017
			Amount		Percent		Amount		Percent				Amount		Percent		Amount		Percent
Group I	-	Dealers with superior financial metrics	$	1,547	16.3	%	$	1,389	17.6	%	-	Dealers with superior financial metrics	$	1,799	17.4	%	$	1,915	18.6	%
Group II	-	Dealers with strong financial metrics	3,565		37.5		2,661		33.8		-	Dealers with strong financial metrics	3,708		35.8		3,584		34.7
Group III	-	Dealers with fair financial metrics	3,112		32.8		2,775		35.2		-	Dealers with fair financial metrics	3,414		32.9		3,424		33.2
Group IV	-	Dealers with weak financial metrics	931		9.8		631		8.0		-	Dealers with weak financial metrics	1,111		10.7		1,048		10.2
Group V	-	Dealers warranting special mention due to elevated risks	238		2.5		334		4.2		-	Dealers warranting special mention due to elevated risks	268		2.6		260		2.5
Group VI	-	Dealers with loans classified as substandard, doubtful or impaired	102		1.1		90		1.2		-	Dealers with loans classified as substandard, doubtful or impaired	65		0.6		81		0.8
Balance at end of period	Balance at end of period		$	9,495	100.0	%	$	7,880	100.0	%	Balance at end of period		$	10,365	100.0	%	$	10,312	100.0	%

At ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, substantially all of our commercial finance receivables were current with respect to payment status. Commercial finance receivables on non-accrual status were insignificant, and none were classified as TDRs. Activity in the allowance for commercial loan losses was insignificant for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 and ~~2016.~~2017.

Note 4. Leased Vehicles



	March 31, 2018			December 31, 2017
Leased vehicles	$	63,486		$	62,203
Manufacturer subvention	(9,610		)	(9,468		)
	53,876			52,735
Less: accumulated depreciation	(10,432		)	(9,853		)
Leased vehicles, net	$	43,444		$	42,882

The following table summarizes minimum rental payments due to us as lessor under operating leases at March 31, 2018:



	Years Ending December 31,
	2018		2019		2020		2021		2022
Minimum rental payments under operating leases	$	5,241	$	5,064	$	2,336	$	346	$	19

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 5. ~~Leased Vehicles~~Equity in Net Assets of Non-consolidated Affiliate

We use the equity method to account for our equity interest in SAIC-GMAC, a joint venture that conducts auto finance operations in China. The income of SAIC-GMAC is not consolidated into our financial statements; rather, our proportionate share of the earnings is reflected as equity income.

September 30, 2017 December 31, 2016
Leased vehicles $ 60,112
$ 48,340
Manufacturer subvention (9,265 ) (7,686 )
50,847
40,654
Less: accumulated depreciation (9,072 ) (6,312 )
Leased vehicles, net $ 41,775
$ 34,342



	Three Months Ended March 31,
Summarized Operating Data^(a)	2018		2017
Finance charge income	$	307	$	258
Provision for loan losses	$	3	$	(15	)
Interest expense	$	124	$	76
Income before income taxes	$	198	$	178
Net income	$	148	$	134

~~The following table summarizes minimum rental payments due~~_________________


(a)	This data represents that of the entire entity and not our 35% proportionate share.

During the three months ended March 31, 2018 and 2017, there were no dividends received from SAIC-GMAC. At March 31, 2018 and December 31, 2017 we had undistributed earnings of $367 million and $315 million related to ~~us as lessor under operating leases:~~

Years Ending December 31,
2017 2018 2019 2020 2021
Minimum rental payments under operating leases $ 1,800
$ 6,256
$ 3,861
$ 1,182
$ 110
SAIC-GMAC.

Note 6. Debt



	March 31, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt
Revolving credit facilities	$	3,587	$	3,605	$	4,694	$	4,713
Securitization notes payable	35,854		35,790		35,193		35,235
Total secured debt	39,441		39,395		39,887		39,948
Unsecured debt
Senior notes	40,056		40,708		36,820		37,969
Credit facilities	2,311		2,314		2,368		2,375
Other unsecured debt	1,712		1,716		1,642		1,645
Total unsecured debt	44,079		44,738		40,830		41,989
Total secured and unsecured debt	$	83,520	$	84,133	$	80,717	$	81,937
Fair value utilizing Level 2 inputs			$	81,931			$	79,623
Fair value utilizing Level 3 inputs			$	2,202			$	2,314

The fair value of our debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt with original maturity or revolving period of eighteen months or less, par value is considered to be a reasonable estimate of fair value. The fair value of our debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled using current risk-adjusted rates.

Secured Debt Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 7 for further discussion.

During the three months ended March 31, 2018, we issued $4.7 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of 2.59% and legal final maturity dates ranging from 2022 to 2025.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Unsecured DebtDuring the three months ended March 31, 2018, we issued $3.4 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 2.30% and maturity dates ranging from 2021 to 2028.

In April 2018, we issued $2.5 billion in senior notes with a weighted average interest rate of 3.80% and maturity dates ranging from 2021 to 2025.

All of these notes are guaranteed by AmeriCredit Financial Services, Inc. (AFSI), our primary U.S. operating subsidiary, and $1.2 billion in senior notes issued by subsidiaries in Canada and Mexico are also guaranteed by General Motors Financial Company, Inc.

Compliance with Debt CovenantsSeveral of our revolving credit facilities require compliance with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary financial statements. Certain of our secured debt agreements also contain various covenants, including maintaining portfolio performance ratios as well as limits on deferment levels. Our unsecured senior notes contain covenants including limitations on our ability to incur certain liens. At March 31, 2018, we were in compliance with these debt covenants.

Note ~~6. Equity in Net Assets of Non-consolidated Affiliate~~

Three Months Ended September 30, Nine Months Ended September 30,
Summarized Operating Data^(a)
2017 2016 2017 2016
Finance charge income $ 261
$ 229
$ 775
$ 700
Provision for loan losses $ 2
$ 7
$ (9 ) $ 21
Interest expense $ 83
$ 65
$ 241
$ 192
Income before income taxes $ 157
$ 137
$ 490
$ 411
Net income $ 118
$ 103
$ 368
$ 308

~~_________________~~


~~(a)~~	~~This data represents that of the entire entity and not our 35% proportionate share.~~

There were no dividends received from SAIC-GMAC during the nine months ended September 30, 2017. We received dividends from SAIC-GMAC of $129 million during the nine months ended September 30, 2016. At September 30, 2017 and December 31, 2016 we had undistributed earnings of $271 million and $142 million related to SAIC-GMAC.

~~Note~~ 7. ~~Debt~~

September 30, 2017 December 31, 2016
Carrying Amount Fair Value Carrying Amount Fair Value
Secured debt
Revolving credit facilities $ 4,751
$ 4,769
$ 8,503
$ 8,498
Securitization notes payable 36,024
36,120
26,584
26,664
Total secured debt 40,775
40,889
35,087
35,162
Unsecured debt
Senior notes 34,794
35,927
26,737
27,304
Credit facilities 2,162
2,174
1,961
1,961
Other unsecured debt 1,307
1,310
778
780
Total unsecured debt 38,263
39,411
29,476
30,045
Total secured and unsecured debt $ 79,038
$ 80,300
$ 64,563
$ 65,207
Fair value utilizing Level 2 inputs $ 78,293
$ 62,951
Fair value utilizing Level 3 inputs $ 2,007
$ 2,256

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

The fair value of our debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt with original maturity or revolving period of eighteen months or less par value is considered to be a reasonable estimate of fair value. The fair value of our debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled using current risk-adjusted rates.

~~Secured Debt~~ ~~Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to~~ ~~Note 8~~ ~~- "Variable Interest Entities" for further discussion.~~

During the nine months ended September 30, 2017, we entered into new credit facilities or renewed credit facilities with a total net additional borrowing capacity of $1.7 billion, and we issued $18.8 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of 2.09% and legal final maturity dates ranging from 2019 to 2025.

~~Unsecured Debt~~During the nine months ended September 30, 2017, we issued $10.6 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 2.87% and maturity dates ranging from 2019 to 2027.

All of these notes are guaranteed by AmeriCredit Financial Services, Inc. (AFSI), our primary U.S. operating subsidiary, and $407 million in senior notes issued by subsidiaries in Canada and Mexico are also guaranteed by General Motors Financial Company, Inc.

~~Compliance with Debt Covenants~~Several of our revolving credit facilities require compliance with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary financial statements. Certain of our secured debt agreements also contain various covenants, including maintaining portfolio performance ratios as well as limits on deferment levels. Our unsecured senior notes contain covenants including limitations on our ability to incur certain liens. At September 30, 2017, we were in compliance with our debt covenants.

~~Note 8.~~ Variable Interest Entities

Securitizations and Credit Facilities The following table summarizes the assets and liabilities related to our consolidated VIEs:


	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Restricted cash^(a)	$	2,291	$	1,780	$	2,539	$	2,267
Finance receivables, net of fees	$	26,451	$	24,644	$	28,120	$	28,364
Lease related assets	$	23,751	$	19,341	$	20,525	$	22,222
Secured debt	$	40,188	$	34,185	$	39,026	$	39,328

_______________

(a) Included in other ~~assets in the condensed consolidated balance sheets.~~assets.

These amounts are related to securitization and credit facilities held by consolidated VIEs. Our continuing involvement with these VIEs consists of servicing assets held by the entities and holding residual interests in the entities. We have determined that we are the primary beneficiary of each VIE because we hold both (i) the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance and (ii) the obligation to absorb losses from and the right to receive benefits of the VIEs that could potentially be significant to the VIEs. We are not required, and do not currently intend, to provide any additional financial support to these 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 other subsidiaries' obligations.

1110

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 8. Derivative Financial Instruments and Hedging Activities

We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our assets and liabilities and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our borrowings.

Certain of our foreign operations expose us to fluctuations of foreign interest rates and exchange rates. We primarily finance our earning assets with debt in the same currency to minimize the impact to earnings from our exposure to fluctuations in exchange rates. When we use a different currency, these fluctuations may impact the value of our cash receipts and payments in terms of our functional currency. We enter into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of the relevant functional currency. The table below presents the gross amounts of fair value of our derivative instruments and the associated notional amounts.



	March 31, 2018						December 31, 2017
	Notional		Fair Value of Assets^(a)		Fair Value of Liabilities^(a)		Notional		Fair Value of Assets^(a)		Fair Value of Liabilities^(a)
Derivatives designated as hedges
Fair value hedges
Interest rate contracts	$	9,780	$	4	$	396	$	11,110	$	2	$	290
Cash flow hedges
Interest rate contracts	1,794		17		—		2,177		15		—
Foreign currency swaps	2,228		154		14		1,574		103		—
Derivatives not designated as hedges
Interest rate contracts	91,206		464		514		81,938		329		207
Foreign currency swaps	1,968		130		5		1,201		104		—
Total^(b)	$	106,976	$	769	$	929	$	98,000	$	553	$	497

_________________

(a)

The gross amounts of the fair value of our assets and liabilities are included in other assets and other liabilities, respectively. Amounts accrued for interest payments in a net receivable position are included in other assets. All our derivatives are categorized within Level 2 of the fair value hierarchy. The fair value for Level 2 instruments was derived using the market approach based on observable market inputs including quoted prices of similar instruments and foreign exchange and interest rate forward curves.

(b)

We primarily enter into derivatives contracts through AFSI; however our SPEs may also be parties to derivative transactions. Agreements between AFSI and its derivative counterparties include rights of setoff for positions with offsetting values or for collateral held or posted. At March 31, 2018 and December 31, 2017, the fair value of assets and liabilities available for offset was $453 million and $284 million. At March 31, 2018 and December 31, 2017, we held $40 million and $25 million and posted $541 million and $299 million of collateral available for netting.

As of March 31, 2018, the following amounts were recorded in the condensed consolidated balance sheet related to items designated and qualifying as hedged items in fair value hedging relationships:



	March 31, 2018
	Carrying Amount of Hedged Items		Cumulative Amount of Fair Value Hedging Adjustments^(a)
Unsecured debt	$	13,672	$	602

_________________


(a)	Includes $163 million of hedging adjustment remaining on hedged items for which hedge accounting has been discontinued.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The table below presents the effect of our derivative financial instruments in the condensed consolidated statement of income for the three months ended March 31, 2018.



	Income (Losses) Recognized In Income
	Three Months Ended March 31,
	2018
	Interest Expense^(a)			Other Operating Expenses^(b)
Fair value hedges
Hedged items	$	208		$	—
Interest rate contracts	(210		)	—
Cash flow hedges
Interest rate contracts	4			—
Foreign currency contracts	(9		)	24
Derivatives not designated as hedges
Interest rate contracts	6			—
Foreign currency contracts	(7		)	22
Total	$	(8	)	$	46

_________________


(a)	Total interest expense was $732 million for the three months ended March 31, 2018.


(b)	Activity is offset by translation activity also recorded in other operating expenses related to foreign currency-denominated loans. Total operating expense was $144 million for the three months ended March 31, 2018.

The table below presents the effect of our derivative financial instruments in the condensed consolidated statement of income for the three months ended March 31, 2017.



	Income (Losses) Recognized In Income
	Three Months Ended March 31,
	2017
Fair value hedges
Interest rate contracts^(a)(b)	$	11
Cash flow hedges
Interest rate contracts^(a)	(1		)
Foreign currency contracts^(c)	6
Derivatives not designated as hedges
Interest rate contracts^(a)	(5		)
Foreign currency contracts^(c)(d)	(7		)
Total	$	4

_________________


(a)	Recognized in earnings as interest expense.


(b)	Includes hedge ineffectiveness which reflects the net change in the fair value of interest rate contracts offset by the change in fair value of hedged debt attributable to the hedged risk.


(c)	Recognized in earnings as other operating expenses and interest expense.


(d)	Activity is partially offset by translation activity (included in other operating expenses) related to foreign currency-denominated loans.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)



	Gains (Losses) Recognized In Accumulated Other Comprehensive Loss					Gains (Losses) Reclassified From Accumulated Other Comprehensive Loss Into Income						Location of Amounts Reclassified from Accumulated OCI
	Three Months Ended March 31,					Three Months Ended March 31,
	2018		2017			2018			2017
Cash flow hedges
Interest rate contracts	$	4	$	2		$	(3	)	$	1		Interest expense
Foreign currency contracts	18		(3		)	(18		)	(4		)	Interest expense
Total	$	22	$	(1	)	$	(21	)	$	(3	)

Note 9. ~~Derivative Financial Instruments and Hedging Activities~~

September 30, 2017 December 31, 2016
Level Notional Fair Value Notional Fair Value
Derivatives designated as hedges
Assets
Fair value hedges
Interest rate swaps 2 $ 3,500
$ 20
$ —
$ —
Cash flow hedges
Interest rate swaps 2,3 2,561
12
3,070
12
Foreign currency swaps 2 1,356
60
—
—
Total assets^(a)
$ 7,417
$ 92
$ 3,070
$ 12
Liabilities
Fair value hedges
Interest rate swaps 2 $ 7,860
$ 260
$ 7,700
$ 276
Cash flow hedges
Interest rate swaps 2,3 —
—
500
1
Foreign currency swaps 2 —
—
791
33
Total liabilities^(b)
$ 7,860
$ 260
$ 8,991
$ 310
Derivatives not designated as hedges
Assets
Interest rate swaps 2,3 $ 33,218
$ 123
$ 7,959
$ 54
Interest rate caps and floors 2 16,810
43
9,698
26
Foreign currency swaps 2 1,182
85
—
—
Total assets^(a)
$ 51,210
$ 251
$ 17,657
$ 80
Liabilities
Interest rate swaps 2,3 $ 12,823
$ 59
$ 6,170
$ 28
Interest rate caps and floors 2 18,467
43
12,146
26
Foreign currency swaps 2 —
—
—
—
Total liabilities^(b)
$ 31,290
$ 102
$ 18,316
$ 54

~~_________________~~


~~(a)~~	~~Derivative assets are included in other assets in the condensed consolidated balance sheets.~~


~~(b)~~	Derivative liabilities are included in other liabilities in the condensed consolidated balance sheets. Amounts accrued for interest payments in a net receivable position are included in other assets in the condensed consolidated balance sheets.

The fair value for Level 2 instruments was derived using the market approach based on observable market inputs including quoted prices of similar instruments and foreign exchange and interest rate forward curves. The fair value for Level 3 instruments was derived using the income approach based on a discounted cash flow model, in which expected cash flows are discounted using current risk-adjusted rates. The activity for interest rate swap agreements measured at fair value on a recurring basis using significant unobservable inputs (Level 3) was insignificant for the three and nine months ended September 30, 2017 and 2016.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Income (Losses) Recognized In Income
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Fair value hedges
Interest rate contracts^(a)(b)
$ 9
$ 6
$ 38
$ 26
Cash flow hedges
Interest rate contracts^(a)
2
(1 ) 1
(2 )
Foreign currency contracts^(c)
44
(1 ) 99
(1 )
Derivatives not designated as hedges
Interest rate contracts^(a)
16
4
7
7
Foreign currency contracts^(c)(d)
37
—
72
—
Total $ 108
$ 8
$ 217
$ 30

~~_________________~~


~~(a)~~	~~Recognized in earnings as interest expense.~~


~~(b)~~	~~Includes hedge ineffectiveness which reflects the net change in the fair value of interest rate contracts offset by the change in fair value of hedged debt attributable to the hedged risk.~~


~~(c)~~	~~Recognized in earnings as other operating expenses and interest expense.~~


~~(d)~~	~~Activity is partially offset by translation activity (included in other operating expenses) related to foreign currency-denominated loans.~~

Gains (Losses) Recognized In
Accumulated Other Comprehensive Loss
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Cash flow hedges
Interest rate contracts $ —
$ 2
$ 1
$ (2 )
Foreign currency contracts 24
—
45
—
Total $ 24
$ 2
$ 46
$ (2 )

Gains (Losses) Reclassified From
Accumulated Other Comprehensive Loss Into Income
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Cash flow hedges
Interest rate contracts $ (1 ) $ 1
$ —
$ 1
Foreign currency contracts (26 ) (4 ) (60 ) (4 )
Total $ (27 ) $ (3 ) $ (60 ) $ (3 )

~~Note 10.~~ Commitments and Contingencies

Guarantees of Indebtedness The payments of principal and interest on senior notes issued by our top-tier holding company and our primary Canadian and Mexican operating ~~subsidiary and a European subsidiary~~subsidiaries are guaranteed by our primary U.S. operating subsidiary, AFSI. At ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, the ~~par value~~aggregate principal amount of ~~these~~our senior notes was ~~$37.3~~$40.8 billion and ~~$29.0~~$37.3 billion. Refer to Note ~~16 -~~ 15~~"Guarantor Condensed Consolidating Financial Statements"~~ for further discussion.

At March 31, 2018 and December 31, 2017, we and AFSI guaranteed approximately $1.2 billion and $2.0 billion in aggregate principal amount of Euro Medium Term Notes issued by General Motors Financial International B.V., our former subsidiary, pursuant to our Euro Medium Term Note Programme. Subject to the terms and conditions of a letter agreement entered into with BNP Paribas in connection with the sale of certain of our European Operations on October 31, 2017, BNP Paribas has agreed to pay to us and AFSI any amount that we and AFSI may pay under any such guarantees.

Legal Proceedings ~~As a finance company, we~~We are subject to various ~~customer~~pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas 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.enforcement proceedings. Some litigation against us could take the form of class ~~action complaints by customers~~actions. The outcome of these proceedings is inherently uncertain, and ~~certain legal actions include claims~~thus we cannot confidently predict how or when proceedings will be resolved. An adverse outcome in one or more of these proceedings could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm. We identify below the material proceedings in connection with which we believe a material loss is reasonably possible or probable.

In accordance with the current accounting standards for ~~substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We~~loss contingencies, we establish reserves for legal ~~claims~~matters when ~~payments~~it is probable that a loss associated with the ~~claims become probable~~matter has been incurred and the ~~payments~~amount of the loss 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~~

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~outcome will be, and when the matter will be resolved.~~ The actual costs of resolving legal ~~claims~~matters may be higher or lower than any amounts reserved for ~~the claims.~~these matters. At ~~September 30, 2017,~~March 31, 2018, we ~~estimate~~estimated our reasonably possible legal exposure for unfavorable outcomes is up to ~~$73~~$68 million, ~~excluding $38 million related to the discontinued operations. We~~and have accrued ~~$24 million excluding $10 million related to the discontinued operations.~~$21 million.

In 2014 and 2015, we were served with investigative subpoenas ~~to produce documents~~ from various state attorneys general and other ~~local~~ governmental offices to produce documents and data relating to our automobile loan and lease business and securitization of ~~automobile~~ loans and leases. ~~These investigations are ongoing and could in the future result in the imposition of damages, fines or other civil or criminal penalties. No assurance can be given~~We believe that ~~the ultimate outcome of the investigations or any resulting proceedings would not materially and adversely affect us or any of our subsidiaries and affiliates.~~we have cooperated fully with all reasonable requests for information.

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. Where there is a reasonable possibility that losses exceeding amounts already recognized may be incurred, our estimate of the additional range of loss is up to $18 million ~~excluding $18 million~~ ~~related to the discontinued operations.~~.

Note 10. Shareholders' Equity

At March 31, 2018 and December 31, 2017, we had 250 million shares of preferred stock and 10 million shares of common stock authorized for issuance. At March 31, 2018 and December 31, 2017, we had 1.0 million shares of Series A Preferred Stock and 5.05 million shares of common stock issued and outstanding. On March 30, 2018, we paid a dividend of $30.4 million at $30.35 per share of Series A Preferred Stock to holders of record of Series A Preferred Stock as of March 15, 2018.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes the significant components of accumulated other comprehensive loss:



	Three Months Ended March 31,
	2018			2017
Unrealized gain on cash flow hedges
Beginning balance	$	16		$	17
Change in value of cash flow hedges, net of tax	1			(4		)
Ending balance	17			13
Defined benefit plans
Beginning balance	1			(20		)
Unrealized loss on subsidiary pension, net of tax	—			—
Ending balance	1			(20		)
Foreign currency translation adjustment
Beginning balance	(785		)	(1,235		)
Translation gain, net of tax	59			94
Ending balance	(726		)	(1,141		)
Total accumulated other comprehensive loss	$	(708	)	$	(1,148	)

Note 11. 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 from the annualized effective tax rate. The tax effects of unusual 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.

During the three months ended March 31, 2018 and 2017, income tax expense of $74 million and $50 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation.

We are included in GM’s consolidated U.S. federal income tax return and for certain states’ income tax returns. Net operating losses and certain tax credits generated by us have been utilized by GM; however, income tax expense and deferred tax balances are presented in these financial statements as if we filed our own tax returns in each jurisdiction.

On December 22, 2017, the Act was signed into law. The Act changed many aspects of U.S. corporate income taxation, including the reduction of the corporate income tax rate from 35% to 21%, implementation of a territorial tax system and imposition of a tax on deemed repatriated earnings of foreign subsidiaries. At December 31, 2017, we had not completed our accounting for the tax effects of enactment of the Act; however, we made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. We will continue to assess our provision for income taxes as future guidance is issued, but do not currently anticipate significant revisions will be necessary. Any such revisions will be treated in accordance with the measurement period guidance outlined in Staff Accounting Bulletin No. 118. As of March 31, 2018, no material amounts have been identified.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note ~~11. Shareholders' Equity~~12. Discontinued Operations

On ~~September 1,~~October 31, 2017, we ~~executed a 10,000 to 1 stock split~~completed the sale of ~~each share~~certain of our ~~previously authorized common stock, par value $1.00 per share. Each outstanding share was deemed automatically converted into 10,000 shares of common stock, par value $0.0001 per share.~~

~~In September 2017, we issued 1,000,000 shares, par value $0.01 per share, of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A, at a liquidation preference $1,000 per share,~~European Operations to Banque PSA Finance S.A. and BNP Paribas Personal Finance S.A. Refer to Note 2 - "Discontinued Operations" to our consolidated financial statements in our Form 10-K for ~~net proceeds of $985 million.~~

~~For the first 10 years after issuance, holders~~further discussion of the preferred stock will be entitled to receive cash dividend payments at an annual rate of 5.750%, payable semi-annually in arrears on March 30 and September 30 of each year beginning on March 30, 2018. After 10 years, holdersterms of the ~~preferred stock will be entitled to receive cash dividend payments at a floating rate equal to~~agreement.

The following table summarizes the ~~then applicable three-month U.S. dollar LIBOR plus a spread~~results of 3.598% per annum, payable quarterly in arrears, on March 30, June 30, September 30 and December 30 of each year. Dividends on the preferred stock are cumulative whether or not we have earnings, whether or not there are funds legally available for the paymentoperations of the ~~dividends and whether or not the dividends are authorized or declared.~~European Operations:

The preferred stock does not have a maturity date. We may, at our option, redeem the shares of preferred stock, in whole or in part, at any time on or after September 30, 2027, at a price of $1,000 per share of preferred stock plus all accumulated and unpaid dividends.



	Three Months Ended March 31, 2017
Total revenue	$	131
Interest expense	23
Other expenses	77
Total costs and expenses	100
Income from discontinued operations before income taxes	31
Loss on sale of discontinued operations before income taxes	—
Income from discontinued operations before income taxes	31
Income tax provision	8
Income from discontinued operations, net of tax	$	23

~~Note 12. Income Taxes~~

During the three and nine months ended September 30, 2017, income tax expense of $124 million and $260 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation. During the three and nine months ended September 30, 2016, income tax expense of $60 million and $185 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Note 13. 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 two operating segments: the North America Segment and the International Segment. The North America Segment includes our operations in the U.S. and Canada. The International Segment includes our operations in Brazil, Chile, Colombia, Mexico and Peru as well as our equity investment in SAIC-GMAC, a joint venture that conducts auto finance operations in China. Our chief operating decision maker evaluates the operating results and performance of our business based on ~~these~~our North America and International operating segments. The management of each segment is responsible for executing our strategies. As discussed in Note 212 ~~- "Discontinued Operations,"~~, our European Operations are presented as discontinued operations and are excluded from our segment results for ~~all periods presented.~~the three months ended March 31, 2017. These operations were previously included in our International Segment. Key operating data for our operating segments were as follows:


	Three Months Ended September 30, 2017						Three Months Ended March 31, 2018
	North America		International		Total		North America		International		Total
Total revenue	$	2,868	$	293	$	3,161	$	3,085	$	326	$	3,411
Operating expenses	265		81		346		271		94		365
Leased vehicle expenses	1,662		8		1,670		1,778		9		1,787
Provision for loan losses	177		27		204		97		39		136
Interest expense	536		136		672		597		135		732
Equity income	—		41		41		—		52		52
Income from continuing operations before income taxes	$	228	$	82	$	310	$	342	$	101	$	443

Three Months Ended September 30, 2016
North
America International Total
Total revenue $ 2,092
$ 268
$ 2,360
Operating expenses 240
87
327
Leased vehicle expenses 1,194
3
1,197
Provision for loan losses 147
20
167
Interest expense 383
128
511
Equity income —
36
36
Income from continuing operations before income taxes $ 128
$ 66
$ 194


	Nine Months Ended September 30, 2017						Three Months Ended March 31, 2017
	North America		International		Total		North America		International		Total
Total revenue	$	8,042	$	857	$	8,899	$	2,474	$	274	$	2,748
Operating expenses	766		243		1,009		248		82		330
Leased vehicle expenses	4,631		17		4,648		1,426		3		1,429
Provision for loan losses	497		76		573		187		24		211
Interest expense	1,488		415		1,903		455		141		596
Equity income	—		129		129		—		47		47
Income from continuing operations before income taxes	$	660	$	235	$	895	$	158	$	71	$	229

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Nine Months Ended September 30, 2016
North
America International Total
Total revenue $ 5,666
$ 763
$ 6,429
Operating expenses 656
240
896
Leased vehicle expenses 3,143
5
3,148
Provision for loan losses 449
52
501
Interest expense 1,025
368
1,393
Equity income —
109
109
Income from continuing operations before income taxes $ 393
$ 207
$ 600

September 30, 2017 December 31, 2016
North
America International Total North
America International Total
Finance receivables, net $ 34,225
$ 6,639
$ 40,864
$ 27,617
$ 5,858
$ 33,475
Leased vehicles, net $ 41,657
$ 118
$ 41,775
$ 34,284
$ 58
$ 34,342
Total assets^(a)
$ 84,971
$ 21,164
$ 106,135
$ 68,656
$ 19,109
$ 87,765

~~________________~~

~~(a) International Segment includes assets held for sale of $12.1 billion and $11.0 billion at September 30, 2017 and December 31, 2016.~~



	March 31, 2018						December 31, 2017
	North America		International		Total		North America		International		Total
Finance receivables, net	$	36,901	$	6,872	$	43,773	$	35,436	$	6,736	$	42,172
Leased vehicles, net	$	43,297	$	147	$	43,444	$	42,753	$	129	$	42,882
Total assets	$	91,357	$	9,665	$	101,022	$	87,618	$	9,397	$	97,015

~~Note 14. Accumulated Other Comprehensive Loss~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Unrealized gain (loss) on cash flow hedges
Beginning balance $ 6
$ (4 ) $ 17
$ —
Change in value of cash flow hedges, net of tax (3 ) (1 ) (14 ) (5 )
Ending balance 3
(5 ) 3
(5 )
Defined benefit plans
Beginning balance (21 ) (13 ) (20 ) (13 )
Unrealized gain (loss) on subsidiary pension, net of tax —
—
(1 ) —
Ending balance (21 ) (13 ) (21 ) (13 )
Foreign currency translation adjustment
Beginning balance (1,037 ) (1,021 ) (1,235 ) (1,091 )
Translation gain (loss), net of tax 120
(10 ) 318
60
Ending balance (917 ) (1,031 ) (917 ) (1,031 )
Total accumulated other comprehensive loss $ (935 ) $ (1,049 ) $ (935 ) $ (1,049 )

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

We are required to comply with a wide variety of laws and regulations. Certain of our entities operate in international markets as either banks or regulated finance companies that are subject to regulatory restrictions. These regulatory restrictions, among other things, require that certain of these entities meet minimum capital requirements and may restrict dividend distributions and ownership of certain assets. We were in compliance with all regulatory capital requirements as most recently reported.

Total assets of our regulated international banks and finance companies were approximately ~~$7.6~~$8.0 billion and ~~$6.9~~$7.8 billion at ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Note ~~16.~~15. Guarantor Condensed 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 Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. The Guarantor’s guarantee may be released only ~~upon customary~~in certain circumstances, ~~the terms of which vary by issuance. Customary circumstances include~~including the sale or disposition of all of the Guarantor’s assets or capital stock, ~~the achievement of investment grade rating of the senior notes and~~ legal or covenant ~~defeasance.~~defeasance, and the discharge of certain guaranteed senior notes. Our currently outstanding $500 million 6.75% senior notes mature on June 1, 2018, and when, among other things, such notes are discharged on or before the stated maturity date, the Guarantor's guarantees on all outstanding senior notes will be automatically and unconditionally released and discharged.

The condensed 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 and (iv) the parent company and our subsidiaries on a consolidated basis at ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ (after the elimination of intercompany balances and transactions).

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.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

~~September 30, 2017~~March 31, 2018

(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	$	—		$	3,546		$	430		$	—		$	3,976		$	—		$	3,086		$	1,092		$	—		$	4,178
Finance receivables, net	—			10,097			30,767			—			40,864			—			11,114			32,659			—			43,773
Leased vehicles, net	—			—			41,775			—			41,775			—			—			43,444			—			43,444
Goodwill	1,095			—			106			—			1,201			1,095			—			103			—			1,198
Equity in net assets of non-consolidated affiliate	—			—			1,119			—			1,119			—			—			1,281			—			1,281
Related party receivables	—			38			301			—			339			—			91			568			—			659
Other assets	855			1,230			3,933			(1,251		)	4,767			633			2,045			4,899			(1,088		)	6,489
Assets held for sale	—			—			12,095			(1		)	12,094
Due from affiliates	32,762			19,467			—			(52,229		)	—			38,038			23,975			—			(62,013		)	—
Investment in affiliates	10,177			5,610			—			(15,787		)	—			10,436			6,844			—			(17,280		)	—
Total assets	$	44,889		$	39,988		$	90,526		$	(69,268	)	$	106,135		$	50,202		$	47,155		$	84,046		$	(80,381	)	$	101,022
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt	$	—		$	—		$	41,177		$	(402	)	$	40,775		$	—		$	—		$	39,871		$	(430	)	$	39,441
Unsecured debt	34,047			—			4,216			—			38,263			39,055			—			5,024			—			44,079
Deferred income	—			—			3,066			—			3,066			—			—			3,336			—			3,336
Related party payables	2			—			251			—			253			2			—			130			—			132
Other liabilities	369			772			2,157			(849		)	2,449			397			1,429			2,118			(658		)	3,286
Liabilities held for sale	—			—			10,864			(6		)	10,858
Due to affiliates	—			32,576			19,648			(52,224		)	—			—			37,772			24,241			(62,013		)	—
Total liabilities	34,418			33,348			81,379			(53,481		)	95,664			39,454			39,201			74,720			(63,101		)	90,274
Shareholders' equity
Common stock	—			—			698			(698		)	—			—			—			698			(698		)	—
Preferred stock	—			—			—			—			—			—			—			—			—			—
Additional paid-in capital	7,514			79			3,450			(3,529		)	7,514			7,541			79			2,128			(2,207		)	7,541
Accumulated other comprehensive loss	(935		)	(107		)	(874		)	981			(935		)	(708		)	(133		)	(661		)	794			(708		)
Retained earnings	3,892			6,668			5,873			(12,541		)	3,892			3,915			8,008			7,161			(15,169		)	3,915
Total shareholders' equity	10,471			6,640			9,147			(15,787		)	10,471			10,748			7,954			9,326			(17,280		)	10,748
Total liabilities and shareholders' equity	$	44,889		$	39,988		$	90,526		$	(69,268	)	$	106,135		$	50,202		$	47,155		$	84,046		$	(80,381	)	$	101,022

1817

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2016~~2017

(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	$	—		$	2,284		$	531		$	—		$	2,815		$	—		$	3,535		$	730		$	—		$	4,265
Finance receivables, net	—			4,969			28,506			—			33,475			—			9,569			32,603			—			42,172
Leased vehicles, net	—			—			34,342			—			34,342			—			—			42,882			—			42,882
Goodwill	1,095			—			101			—			1,196			1,095			—			102			—			1,197
Equity in net assets of non-consolidated affiliate	—			—			944			—			944			—			—			1,187			—			1,187
Related party receivables	—			25			322			—			347			2			23			284			—			309
Other assets	506			884			3,065			(760		)	3,695			558			1,497			3,920			(972		)	5,003
Assets held for sale	—			—			10,959			(8		)	10,951
Due from affiliates	24,548			16,065			—			(40,613		)	—			35,312			22,603			—			(57,915		)	—
Investment in affiliates	8,986			6,445			—			(15,431		)	—			9,870			6,426			—			(16,296		)	—
Total assets	$	35,135		$	30,672		$	78,770		$	(56,812	)	$	87,765		$	46,837		$	43,653		$	81,708		$	(75,183	)	$	97,015
LIABILITIES AND SHAREHOLDER'S EQUITY
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt	$	—		$	—		$	35,256		$	(169	)	$	35,087		$	—		$	—		$	40,289		$	(402	)	$	39,887
Unsecured debt	26,076			—			3,400			—			29,476			36,145			—			4,685			—			40,830
Deferred income	—			—			2,355			—			2,355			—			—			3,221			—			3,221
Related party payables	1			—			319			—			320			2			—			90			—			92
Other liabilities	365			690			1,677			(591		)	2,141			396			967			1,898			(570		)	2,691
Liabilities held for sale	—			—			9,694			(1		)	9,693
Due to affiliates	—			24,437			16,183			(40,620		)	—			—			35,110			22,805			(57,915		)	—
Total liabilities	26,442			25,127			68,884			(41,381		)	79,072			36,543			36,077			72,988			(58,887		)	86,721
Shareholder's equity
Shareholders' equity
Common stock	—			—			698			(698		)	—			—			—			698			(698		)	—
Preferred stock																—			—			—			—			—
Additional paid-in capital	6,505			79			5,345			(5,424		)	6,505			7,525			79			2,123			(2,202		)	7,525
Accumulated other comprehensive loss	(1,238		)	(161		)	(1,223		)	1,384			(1,238		)	(768		)	(109		)	(714		)	823			(768		)
Retained earnings	3,426			5,627			5,066			(10,693		)	3,426			3,537			7,606			6,613			(14,219		)	3,537
Total shareholder's equity	8,693			5,545			9,886			(15,431		)	8,693
Total liabilities and shareholder's equity	$	35,135		$	30,672		$	78,770		$	(56,812	)	$	87,765
Total shareholders' equity																10,294			7,576			8,720			(16,296		)	10,294
Total liabilities and shareholders' equity																$	46,837		$	43,653		$	81,708		$	(75,183	)	$	97,015

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended March 31, 2018

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	169		$	697	$	—		$	866
Leased vehicle income	—			—			2,447		—			2,447
Other income	2			311			28		(243		)	98
Total revenue	2			480			3,172		(243		)	3,411
Costs and expenses
Salaries and benefits	—			181			40		—			221
Other operating expenses	82			(16		)	216		(138		)	144
Total operating expenses	82			165			256		(138		)	365
Leased vehicle expenses	—			—			1,787		—			1,787
Provision for loan losses	—			88			48		—			136
Interest expense	101			290			446		(105		)	732
Total costs and expenses	183			543			2,537		(243		)	3,020
Equity income	475			442			52		(917		)	52
Income before income taxes	294			379			687		(917		)	443
Income tax (benefit) provision	(75		)	(23		)	172		—			74
Net income	369			402			515		(917		)	369

Net income attributable to common shareholder	$	355		$	402		$	515	$	(917	)	$	355

Comprehensive income	$	429		$	378		$	568	$	(946	)	$	429

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended ~~September 30,~~March 31, 2017

(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	$	—		$	146		$	691	$	—		$	837	$	—		$	95	$	657		$	—		$	752
Leased vehicle income	—			—			2,244		—			2,244		—			—		1,931			—			1,931
Other income	—			306			—		(226		)	80		—			273		(9		)	(199		)	65
Total revenue	—			452			2,935		(226		)	3,161		—			368		2,579			(199		)	2,748
Costs and expenses
Salaries and benefits	—			182			42		—			224		—			163		36			—			199
Other operating expenses	94			(48		)	203		(127		)	122		7			44		190			(110		)	131
Total operating expenses	94			134			245		(127		)	346		7			207		226			(110		)	330
Leased vehicle expenses	—			—			1,670		—			1,670		—			—		1,429			—			1,429
Provision for loan losses	—			196			8		—			204		—			73		138			—			211
Interest expense	301			1			469		(99		)	672		235			33		417			(89		)	596
Total costs and expenses	395			331			2,392		(226		)	2,892		242			313		2,210			(199		)	2,566
Equity income	461			306			41		(767		)	41		315			215		47			(530		)	47
Income from continuing operations before income taxes	66			427			584		(767		)	310		73			270		416			(530		)	229
Income tax (benefit) provision	(136		)	40			220		—			124		(129		)	26		153			—			50
Income from continuing operations	202			387			364		(767		)	186		202			244		263			(530		)	179
Income (loss) from discontinued operations, net of tax	—			(6		)	22		—			16
Income from discontinued operations, net of tax														—			—		23			—			23
Net income	202			381			386		(767		)	202		$	202		$	244	$	286		$	(530	)	$	202

Net income attributable to common shareholder	$	200		$	381		$	386	$	(767	)	$	200

Comprehensive income	$	319		$	411		$	525	$	(936	)	$	319	$	292		$	248	$	386		$	(634	)	$	292

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF ~~INCOME~~CASH FLOWS

Three Months Ended ~~September 30, 2016~~March 31, 2018

(Unaudited)

General
Motors
Financial
Company, Inc. Guarantor Non-
Guarantors Eliminations Consolidated
Revenue
Finance charge income $ —
$ 127
$ 594
$ —
$ 721
Leased vehicle income —
—
1,582
—
1,582
Other income —
213
15
(171 ) 57
Total revenue —
340
2,191
(171 ) 2,360
Costs and expenses
Salaries and benefits —
157
38
—
195
Other operating expenses 6
54
173
(101 ) 132
Total operating expenses 6
211
211
(101 ) 327
Leased vehicle expenses —
—
1,197
—
1,197
Provision for loan losses —
102
65
—
167
Interest expense 171
54
356
(70 ) 511
Total costs and expenses 177
367
1,829
(171 ) 2,202
Equity income 267
202
36
(469 ) 36
Income from continuing operations before income taxes 90
175
398
(469 ) 194
Income tax (benefit) provision (72 ) (17 ) 149
—
60
Income from continuing operations 162
192
249
(469 ) 134
(Loss) income from discontinued operations, net of tax (15 ) —
28
—
13
Net income $ 147
$ 192
$ 277
$ (469 ) $ 147

Comprehensive income $ 136
$ 183
$ 270
$ (453 ) $ 136



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(324	)	$	(47	)	$	2,040		$	—		$	1,669
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(5,289		)	(4,074		)	4,290			(5,073		)
Principal collections and recoveries on retail finance receivables	—			828			2,748			—			3,576
Proceeds from transfer of retail finance receivables, net	—			3,135			1,155			(4,290		)	—
Net funding (collections) of commercial finance receivables	—			(322		)	354			—			32
Purchases of leased vehicles, net	—			—			(4,496		)	—			(4,496		)
Proceeds from termination of leased vehicles	—			—			2,379			—			2,379
Other investing activities	—			(44		)	(4		)	28			(20		)
Net change in due from affiliates	(2,726		)	(1,372		)	—			4,098			—
Net change in investment in affiliates	(5		)	—			5			—			—
Net cash used in investing activities	(2,731		)	(3,064		)	(1,933		)	4,126			(3,602		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	48			—			(25		)	—			23
Borrowings and issuances of secured debt	—			—			5,630			(28		)	5,602
Payments on secured debt	—			—			(6,166		)	—			(6,166		)
Borrowings and issuances of unsecured debt	3,053			—			808			—			3,861
Payments on unsecured debt	—			—			(486		)	—			(486		)
Debt issuance costs	(16		)	—			(24		)	—			(40		)
Dividends paid	(30		)	—			—			—			(30		)
Net capital contributions	—			—			—			—			—
Net change in due to affiliates	—			2,662			1,436			(4,098		)	—
Net cash provided by financing activities	3,055			2,662			1,173			(4,126		)	2,764
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(449		)	1,280			—			831
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			8			—			8
Cash, cash equivalents and restricted cash at beginning of period	—			3,535			3,032			—			6,567
Cash, cash equivalents and restricted cash at end of period	$	—		$	3,086		$	4,320		$	—		$	7,406

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidating balance sheet:



	General Motors Financial Company, Inc.		Guarantor		Non- Guarantors		Eliminations		Consolidated
Cash and cash equivalents	$	—	$	3,086	$	1,092	$	—	$	4,178
Restricted cash included in other assets	—		—		3,228		—		3,228
Total	$	—	$	3,086	$	4,320	$	—	$	7,406

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF ~~INCOME~~

~~Nine Months Ended September 30, 2017~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc. Guarantor Non-
Guarantors Eliminations Consolidated
Revenue
Finance charge income $ —
$ 375
$ 2,026
$ —
$ 2,401
Leased vehicle income —
—
6,282
—
6,282
Other income —
870
(15 ) (639 ) 216
Total revenue —
1,245
8,293
(639 ) 8,899
Costs and expenses
Salaries and benefits —
504
117
—
621
Other operating expenses 200
(43 ) 587
(356 ) 388
Total operating expenses 200
461
704
(356 ) 1,009
Leased vehicle expenses —
—
4,648
—
4,648
Provision for loan losses —
356
217
—
573
Interest expense 883
(28 ) 1,331
(283 ) 1,903
Total costs and expenses 1,083
789
6,900
(639 ) 8,133
Equity income 1,051
797
129
(1,848 ) 129
(Loss) income from continuing operations before income taxes (32 ) 1,253
1,522
(1,848 ) 895
Income tax (benefit) provision (498 ) 199
559
—
260
Income from continuing operations 466
1,054
963
(1,848 ) 635
Income (loss) from discontinued operations, net of tax —
(13 ) (156 ) —
(169 )
Net income 466
1,041
807
(1,848 ) 466

Net income attributable to common shareholder $ 464
$ 1,041
$ 807
$ (1,848 ) $ 464

Comprehensive income $ 769
$ 1,095
$ 1,156
$ (2,251 ) $ 769

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Nine Months Ended September 30, 2016~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc. Guarantor Non-
Guarantors Eliminations Consolidated
Revenue
Finance charge income $ —
$ 344
$ 1,766
$ —
$ 2,110
Leased vehicle income —
—
4,144
—
4,144
Other income (1 ) 628
28
(480 ) 175
Total revenue (1 ) 972
5,938
(480 ) 6,429
Costs and expenses
Salaries and benefits —
432
104
—
536
Other operating expenses 2
175
475
(292 ) 360
Total operating expenses 2
607
579
(292 ) 896
Leased vehicle expenses —
—
3,148
—
3,148
Provision for loan losses —
282
219
—
501
Interest expense 612
(67 ) 1,036
(188 ) 1,393
Total costs and expenses 614
822
4,982
(480 ) 5,938
Equity income 858
538
109
(1,396 ) 109
Income from continuing operations before income taxes 243
688
1,065
(1,396 ) 600
Income tax (benefit) provision (272 ) 63
394
—
185
Income from continuing operations 515
625
671
(1,396 ) 415
(Loss) income from discontinued operations, net of tax (15 ) —
100
—
85
Net income $ 500
$ 625
$ 771
$ (1,396 ) $ 500

Comprehensive income $ 555
$ 653
$ 837
$ (1,490 ) $ 555

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF~~ CASH FLOWS

~~Nine~~Three Months Ended ~~September 30,~~March 31, 2017

~~(Unaudited)~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
Net cash (used in) provided by operating activities - continuing operations $ (690 ) $ 616
$ 4,869
$ —
$ 4,795
Net cash provided by (used in) operating activities - discontinued operations 26
(24 ) 241
—
243
Net cash (used in) provided by operating activities (664 ) 592
5,110
—
5,038
Cash flows from investing activities
Purchases of retail finance receivables, net —
(15,709 ) (11,312 ) 11,754
(15,267 )
Principal collections and recoveries on retail finance receivables —
1,875
7,535
—
9,410
Proceeds from transfer of retail finance receivables, net —
8,787
2,967
(11,754 ) —
Net funding of commercial finance receivables —
(429 ) (1,128 ) —
(1,557 )
Purchases of leased vehicles, net —
—
(14,809 ) —
(14,809 )
Proceeds from termination of leased vehicles —
—
4,649
—
4,649
Other investing activities —
(288 ) (10 ) 233
(65 )
Net change in due from affiliates (8,213 ) (3,397 ) —
11,610
—
Net change in investment in affiliates 54
1,686
—
(1,740 ) —
Net cash used in investing activities - continuing operations (8,159 ) (7,475 ) (12,108 ) 10,103
(17,639 )
Net cash provided by (used in) investing activities - discontinued operations 131
—
(599 ) —
(468 )
Net cash used in investing activities (8,028 ) (7,475 ) (12,707 ) 10,103
(18,107 )
Cash flows from financing activities
Net change in debt (original maturities less than three months) 66
—
(371 ) —
(305 )
Borrowings and issuance of secured debt —
—
26,964
(233 ) 26,731
Payments on secured debt —
—
(20,905 ) —
(20,905 )
Borrowings and issuance of unsecured debt 10,133
—
2,493
—
12,626
Payments on unsecured debt (2,450 ) —
(1,925 ) —
(4,375 )
Debt issuance costs (42 ) —
(89 ) —
(131 )
Proceeds from issuance of preferred stock 985
—
—
—
985
Net capital contributions —
—
(1,740 ) 1,740
—
Net change in due to affiliates —
8,145
3,465
(11,610 ) —
Net cash provided by financing activities - continuing operations 8,692
8,145
7,892
(10,103 ) 14,626
Net cash provided by financing activities - discontinued operations —
—
63
—
63
Net cash provided by financing activities 8,692
8,145
7,955
(10,103 ) 14,689
Net increase in cash, cash equivalents and restricted cash —
1,262
358
—
1,620
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash —
—
112
—
112
Cash, cash equivalents and restricted cash at beginning of period —
2,284
3,018
—
5,302
Cash, cash equivalents and restricted cash at end of period $ —
$ 3,546
$ 3,488
$ —
$ 7,034
Cash, cash equivalents and restricted cash from continuing operations at end of period $ —
$ 3,546
$ 2,923
$ —
$ 6,469
Cash, cash equivalents and restricted cash from discontinued operations at end of period $ —
$ —
$ 565
$ —
$ 565

~~The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidating balance sheet:~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
Cash and cash equivalents $ —
$ 3,546
$ 430
$ —
$ 3,976
Restricted cash included in other assets —
—
2,493
—
2,493
Total $ —
$ 3,546
$ 2,923
$ —
$ 6,469

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~Nine Months Ended September 30, 2016~~

(Unaudited)


	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated			General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities - continuing operations	$	(454	)	$	(389	)	$	4,409		$	—		$	3,566		$	(273	)	$	117		$	1,511		$	—		$	1,355
Net cash provided by operating activities - discontinued operations	(15		)	10			295			—			290
Net cash provided by (used in) operating activities - discontinued operations																—			(14		)	75			—			61
Net cash (used in) provided by operating activities	(469		)	(379		)	4,704			—			3,856			(273		)	103			1,586			—			1,416
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(12,676		)	(10,047		)	12,315			(10,408		)	—			(4,920		)	(2,924		)	2,369			(5,475		)
Principal collections and recoveries on retail finance receivables	—			1,274			6,094			—			7,368			—			450			2,360			—			2,810
Proceeds from transfer of retail finance receivables, net	—			8,232			4,083			(12,315		)	—			—			2,095			274			(2,369		)	—
Net funding of commercial finance receivables	—			(335		)	(810		)	—			(1,145		)	—			(194		)	(383		)	—			(577		)
Purchases of leased vehicles, net	—			—			(14,939		)	—			(14,939		)	—			—			(4,760		)	—			(4,760		)
Proceeds from termination of leased vehicles	—			—			1,799			—			1,799			—			—			1,079			—			1,079
Other investing activities	—			(219		)	(9		)	169			(59		)	—			(98		)	(1		)	79			(20		)
Net change in due from affiliates	(7,506		)	(6,621		)	—			14,127			—			(2,230		)	80			—			2,150			—
Net change in investment in affiliates	24			2,473			—			(2,497		)	—			—			694			—			(694		)	—
Net cash used in investing activities - continuing operations	(7,482		)	(7,872		)	(13,829		)	11,799			(17,384		)	(2,230		)	(1,893		)	(4,355		)	1,535			(6,943		)
Net cash used in investing activities - discontinued operations	—			—			(949		)	—			(949		)
Net cash provided by (used in) investing activities - discontinued operations																—			—			(140		)	—			(140		)
Net cash used in investing activities	(7,482		)	(7,872		)	(14,778		)	11,799			(18,333		)	(2,230		)	(1,893		)	(4,495		)	1,535			(7,083		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	1			—			(302		)	—			(301		)	17			—			(377		)	—			(360		)
Borrowings and issuance of secured debt	—			—			18,589			(169		)	18,420
Borrowings and issuances of secured debt																—			—			8,134			(79		)	8,055
Payments on secured debt	—			—			(12,525		)	—			(12,525		)	—			—			(4,440		)	—			(4,440		)
Borrowings and issuance of unsecured debt	8,987			—			1,371			—			10,358
Borrowings and issuances of unsecured debt																2,497			—			471			—			2,968
Payments on unsecured debt	(1,000		)	—			(1,345		)	—			(2,345		)	—			—			(531		)	—			(531		)
Debt issuance costs	(37		)	—			(75		)	—			(112		)	(11		)	—			(16		)	—			(27		)
Net capital contributions	—			—			(2,497		)	2,497			—			—			—			(694		)	694			—
Net change in due to affiliates	—			7,643			6,484			(14,127		)	—			—			1,546			604			(2,150		)	—
Net cash provided by financing activities - continuing operations	7,951			7,643			9,700			(11,799		)	13,495			2,503			1,546			3,151			(1,535		)	5,665
Net cash provided by financing activities - discontinued operations	—			—			601			—			601
Net cash provided by (used in) financing activities - discontinued operations																—			—			(10		)	—			(10		)
Net cash provided by financing activities	7,951			7,643			10,301			(11,799		)	14,096			2,503			1,546			3,141			(1,535		)	5,655
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(608		)	227			—			(381		)	—			(244		)	232			—			(12		)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			22			—			22			—			—			37			—			37
Cash, cash equivalents and restricted cash at beginning of period	—			2,319			2,683			—			5,002			—			2,284			3,018			—			5,302
Cash, cash equivalents and restricted cash at end of period	$	—		$	1,711		$	2,932		$	—		$	4,643		$	—		$	2,040		$	3,287		$	—		$	5,327
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	—		$	1,711		$	2,207		$	—		$	3,918		$	—		$	2,040		$	2,697		$	—		$	4,737
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	—		$	—		$	725		$	—		$	725		$	—		$	—		$	590		$	—		$	590

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Basis of Presentation This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying condensed consolidated financial statements and the audited consolidated financial statements and notes thereto included in our ~~2016~~2017 Form 10-K.

~~Our~~The European Operations are presented as discontinued operations ~~and the assets and liabilities of our European Operations are presented as held for sale~~ in our condensed consolidated financial statements for ~~all periods presented.~~the three months ended March 31, 2017. Unless otherwise indicated, information in this ~~discussion and analysis~~report relates to our continuing operations. ~~Refer to~~ ~~Note 2~~ ~~- "Discontinued Operations" to our condensed consolidated financial statements for additional details regarding our planned disposal of these operations.~~

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and the "Risk Factors" section of our ~~2016~~2017 Form 10-K for a discussion of these risks and uncertainties. Except as otherwise specified, dollar amounts presented within tables are stated in millions.

~~Retail~~ Our retail automobile finance programs in the U.S. include full-spectrum lending and leasing offered through GM-franchised dealers under the "GM Financial" brand. We also offer a sub-prime lending product through non-GM-franchised and select 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. We therefore generally charge higher rates than those charged by banks and credit unions and expect to sustain a higher level of credit losses than on prime lending. We finance new GM vehicles, moderately-priced new vehicles from other manufacturers, and later-model, low mileage used vehicles.

Our international retail lending and leasing programs focus on financing new GM vehicles and select used vehicles. We also offer finance and/or car-related insurance products through third parties, such as payment protection, gap, extended warranty and motor insurance.

We have expanded our leasing and prime lending programs through GM-franchised dealerships in the U.S.; therefore, leasing and prime lending have become a larger percentage of our originations and retail portfolio balance. We have been the exclusive subvented lease provider for GM in the U.S. since April 2015 and the exclusive subvented loan provider for GM in the U.S. since January 2016. The following table presents our retail loan and lease originations in the North America Segment by FICO score band or equivalents:

Nine Months Ended September 30,
2017 2016
Amount Percentage Amount Percentage
Prime - FICO Score 680 and greater $ 24,082
74.2 % $ 19,330
69.6 %
Near-prime - FICO Score 620 to 679 3,783
11.7
3,606
13.0
Sub-prime - FICO Score less than 620 4,577
14.1
4,829
17.4
Total originations $ 32,442
100.0 % $ 27,765
100.0 %

~~The following table summarizes additional information for operating leases (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Operating leases originated^(a)
174
161
530
518
Operating leases terminated^(b)
98
36
242
94
Operating lease vehicles returned^(c)
68
17
163
44
Return rate^(d)
69 % 47 % 67 % 47 %

~~________________~~


~~(a)~~	~~Operating leases originated represents the number of operating leases we purchase during a given period.~~


~~(b)~~	~~Operating leases terminated represents the number of vehicles for which the lease has ended during a given period.~~


~~(c)~~	~~Operating lease vehicles returned represents the number of vehicles returned to us for remarketing at the end of the lease term.~~


~~(d)~~	~~Return rates are calculated as the number of operating leases returned divided by the number of operating leases terminated.~~

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

Operating leases terminated and operating lease vehicles returned increased due to the growth and maturity of the leased asset portfolio. Due to the current age and size of our lease portfolio, the current return rate is lower than we expect it to be in future periods as our lease portfolio grows and matures.

~~The following table summarizes the residual value and the number of units included in leased vehicles, net by vehicle type (units in thousands):~~

September 30, 2017 December 31, 2016
Residual Value Units
Unit
Percentage
Residual Value Units Unit
Percentage
Cars $ 5,968
460
28.6 % $ 5,240
420
31.7 %
Trucks 6,722
276
17.1
5,231
224
16.9
CUVs 13,107
782
48.5
10,349
604
45.7
SUVs 3,456
93
5.8
2,791
75
5.7
Total $ 29,253
1,611
100.0 % $ 23,611
1,323
100.0 %

Based on recent pricing trends for used vehicles in the secondary market, which have remained more favorable than previously expected, as well as the temporary impact from Hurricanes Harvey and Irma, we now expect used car prices to decline less than 7% during 2017 compared to 2016. We continue to expect an increased supply of used vehicles to pressure used car prices in 2018.

~~Commercial~~ Our commercial lending programs are offered primarily to our GM-franchised dealer customers and their affiliates. Commercial lending products primarily include floorplan financing, working capital financing, loans to purchase and/or finance dealership real estate and loans to finance improvements to dealership facilities. Other commercial products include financing for parts and accessories, dealer fleets and storage centers.

~~Financing~~ We primarily finance our loan, lease and commercial origination volume through the use of our secured and unsecured credit facilities, through public and private securitization transactions where such markets are developed and through the issuance of unsecured debt in the public markets. Generally, we seek to fund our operations through local sources of funding to minimize currency and country risk, although we may issue debt globally in order to enhance funding source diversification and support financing needs for the U.S. As such, the mix of funding sources varies from country to country, based on the characteristics of our earning assets and the relative development of the capital markets in each country. We actively monitor the capital markets and seek to optimize our mix of funding sources and our cost of funds.

~~Peugeot S.A. Transaction~~ On March 5, 2017, General Motors Holdings LLC, a wholly-owned subsidiary of GM and our parent, entered into a Master Agreement (the Agreement) with Peugeot S.A. Pursuant to the Agreement, Peugeot S.A. acquired on July 31, 2017 GM’s Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) and will acquire, together with a financial partner, certain of our European financial subsidiaries and branches (collectively, our European Operations and, together with Opel/Vauxhall Business, GM's European Business), as described in ~~Note 2~~ ~~- "Discontinued Operations" to our condensed consolidated financial statements.~~

The net consideration to be paid for our European Operations will be 0.8 times their book value at closing. Based on exchange rates at September 30, 2017, we estimate the net consideration will be approximately $1.1 billion, and we currently expect to recognize a disposal loss of approximately $500 million, subject to foreign currency fluctuations, which have had a favorable impact on the estimated loss. The purchase price is subject to certain adjustments as provided in the Agreement. During the nine months ended September 30, 2017, we recognized a portion of the disposal loss, in accordance with ASC 360 - "Property, Plant and Equipment." We expect to recognize the remainder of the disposal loss at the closing of the transaction.

At and during the nine months ended September 30, 2017, the assets and liabilities of our European Operations have been presented as held for sale and its operations and cash flows have been presented as discontinued operations based on the progress towards satisfying the various closing conditions necessary to complete the transaction. The transfer of our European Operations is expected to close by the end of the year subject to the receipt of the remaining necessary regulatory approvals and satisfaction of other closing conditions. Refer to ~~Note 2~~ - "Discontinued Operations" to our condensed consolidated financial statements for more information related to the assets and liabilities held for sale and discontinued operations of our European Operations.

Our principal focus is on expanding our business in the U.S. to reach full captive penetration levels; therefore, we do not expect that the sale of our European Operations will have a material adverse effect on our consolidated results of operations, financial condition, liquidity or financing strategies, including the mix of secured and unsecured debt issuances. We also do not expect that the sale of our European Operations will result in a material increase in our ratio of total debt to total equity or our earning assets leverage ratio as calculated under our Support Agreement with GM. Due to the size of the prime retail loan portfolio held by our European Operations, we expect that, for a period of time following the sale, leased vehicles will make up a greater

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

percentage of our earning assets than they have historically. As our U.S. operations increase purchases of prime retail loans, we expect that our earning asset mix will return to more recent historical levels. We will distribute 50% of the sales proceeds to GM as a special dividend shortly following the completion of the sale.

~~We continue to expect pre-tax income to double from 2014 earnings of $815 million once full captive penetration levels are achieved on a consistent basis.~~

~~Results of Operations~~

In our tabular presentation of the changes in results between financial periods, we provide the following information: (i) the amount of change excluding the impact of foreign currency translation (FX); (ii) the amount of the impact of foreign currency translation; and (iii) the total change. The amount of the impact of foreign currency translation is derived by translating current year results at the average of prior year exchange rates, and is driven by the change in the U.S. Dollar against the currencies used by our foreign operations. We believe the amount of change excluding the foreign currency translation impact facilitates a better comparison of results. In our discussion below, we discuss changes in relevant items excluding any foreign currency translation impact. Average balances are calculated using daily balances, where available. Otherwise, average balances are calculated using monthly balances.

Results of Operations

Three Months Ended ~~September 30, 2017~~March 31, 2018 compared to Three Months Ended ~~September 30, 2016~~March 31, 2017


Average Earning Assets	Three Months Ended September 30,				2017 vs. 2016								Three Months Ended March 31,				2018 vs. 2017 Change
	2017		2016		Change excluding FX		FX		Total change		%		2018		2017		Amount			Percentage
Average retail finance receivables	$	31,796	$	24,740	$	6,905	$	151	$	7,056	28.5	%	$	33,471	$	27,484	$	5,987		21.8	%
Average commercial finance receivables	9,617		6,161		3,397		59		3,456		56.1	%	10,068		7,963		2,105			26.4	%
Average finance receivables	41,413		30,901		10,302		210		10,512		34.0	%	43,539		35,447		8,092			22.8	%
Average leased vehicles, net	40,789		29,971		10,736		82		10,818		36.1	%	43,177		35,751		7,426			20.8	%
Average earning assets	$	82,202	$	60,872	$	21,038	$	292	$	21,330	35.0	%	$	86,716	$	71,198	$	15,518		21.8	%

Retail finance receivables purchased	$	4,686	$	4,159	$	495	$	32	$	527	12.7	%	$	5,078	$	5,607	$	(529	)	(9.4	)%
Leased vehicles purchased	$	6,557	$	6,129	$	411	$	17	$	428	7.0	%	$	5,712	$	6,273	$	(561	)	(8.9	)%

Average retail finance receivables increased ~~as a result~~due to the volume of ~~the continued~~new loan originations in excess of principal collections and payoffs. Average commercial finance receivables increased due primarily to an increase ofin our ~~share of GM's business in the U.S.~~GM-franchised dealer commercial lending relationships. The increase in average leased vehicles, net primarily resulted from our exclusive lease subvention arrangement in the U.S. with ~~GM.~~GM, which began in early calendar 2015. Our retail penetration in North America declined to approximately 39% in the three months ended March 31, 2018 from approximately 48% in the corresponding period in 2017 due to lower GM lease penetration and down payment assistance being offered by GM on fewer vehicles, with a smaller incentive per vehicle.

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GENERAL MOTORS FINANCIAL COMPANY, INC.


Revenue	Three Months Ended September 30,						2017 vs. 2016								Three Months Ended March 31,						2018 vs. 2017 Change
	2017			2016			Change excluding FX		FX		Total change		%		2018			2017			Amount		Percentage
Finance charge income
Retail finance receivables	$	724		$	655		$	61	$	8	$	69	10.5	%	$	742		$	665		$	77	11.6	%
Commercial finance receivables	$	113		$	66		$	46	$	1	$	47	71.2	%	$	124		$	87		$	37	42.5	%
Leased vehicle income	$	2,244		$	1,582		$	655	$	7	$	662	41.8	%	$	2,447		$	1,931		$	516	26.7	%
Other income	$	80		$	57		$	21	$	2	$	23	40.4	%	$	98		$	65		$	33	50.8	%
Equity income	$	41		$	36		$	5	$	—	$	5	13.9	%	$	52		$	47		$	5	10.6	%
Effective yield - retail finance receivables	9.0		%	10.5		%									9.0		%	9.8		%
Effective yield - commercial finance receivables	4.7		%	4.3		%									5.0		%	4.4		%

Finance charge income on retail finance receivables increased due to growth in the portfolio, ~~substantially~~partially offset by a decrease in effective yield. The effective yield on our retail finance receivables decreased due primarily to a decrease in the average annual percentage rate on new originations in the U.S. to 5.2% for the three months ended September 30, 2017 from 6.2% for the three months ended September 30, 2016, as we have increased our lending to borrowers with prime credit. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average retail finance receivables. The effective yield, as a percentage of average retail finance receivables, is higher than the contractual rates of our auto finance contracts primarily because the effective yield includes, in addition to the contractual rates and fees, the impact of rate subvention provided by GM.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~Finance charge income on commercial finance receivables increased due to growth in the portfolio, and due to an increase in the effective yield resulting from rising benchmark interest rates.~~

~~The increase in leased vehicle income reflects the growth of the leased asset portfolio.~~

~~Equity income in our China joint venture increased due primarily to growth in asset levels driven by increased retail penetration.~~

Costs and Expenses Three Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Operating expenses $ 346
$ 327
$ 18
$ 1
$ 19
5.8 %
Leased vehicle expenses $ 1,670
$ 1,197
$ 469
$ 4
$ 473
39.5 %
Provision for loan losses $ 204
$ 167
$ 36
$ 1
$ 37
22.2 %
Interest expense $ 672
$ 511
$ 157
$ 4
$ 161
31.5 %
Average debt outstanding $ 78,953
$ 56,902
$ 21,823
$ 228
$ 22,051
38.8 %
Effective rate of interest on debt 3.4 % 3.6 %

~~Operating Expenses~~ The increase in operating expenses relates to the growth in earning assets and investments to support the prime lending program and enhance lease origination and servicing capabilities in the U.S. Operating expenses as an annualized percentage of average earning assets decreased to 1.7% from 2.1% for the three months ended September 30, 2017, compared to the three months ended September 30, 2016, due primarily to efficiency gains achieved through higher earning asset levels.

~~Leased Vehicle Expenses~~ ~~Leased vehicle expenses, which are primarily comprised of depreciation of leased vehicles, increased due to the growth of the leased asset portfolio.~~

~~Provision for Loan Losses~~ The provision for retail loan losses increased due primarily to the growth of the retail finance receivables portfolio. As an annualized percentage of average retail finance receivables, the provision for retail loan losses decreased to 2.5% for the three months ended September 30, 2017 from 2.6% for the three months ended September 30, 2016, due primarily to a shift in the credit mix of the portfolio to a larger percentage of prime loans. The provision for commercial loan losses was insignificant for the three months ended September 30, 2017 and 2016.

~~Interest Expense~~ ~~Interest expense increased due primarily to an increase in the average debt outstanding resulting from growth in the loan and lease portfolios.~~

~~Taxes~~ Our consolidated effective income tax rate was 46.1% and 38.0% of income before income taxes and equity income for the three months ended September 30, 2017 and 2016. The increase in the effective income tax rate is due primarily to differences in U.S. taxation of foreign earnings and a decrease in certain U.S. federal tax credits.

~~Other Comprehensive Income~~

~~Foreign Currency Translation Adjustment~~ Foreign currency translation adjustments included in other comprehensive income (loss) were $120 million and $(10) million for the three months ended September 30, 2017 and 2016. Translation adjustments result from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changes in relation to international currencies.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Average Earning Assets Nine Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Average retail finance receivables $ 29,918
$ 23,728
$ 6,030
$ 160
$ 6,190
26.1 %
Average commercial finance receivables 8,844
5,731
3,091
22
3,113
54.3 %
Average finance receivables 38,762
29,459
9,121
182
9,303
31.6 %
Average leased vehicles, net 38,282
26,128
12,131
23
12,154
46.5 %
Average earning assets $ 77,044
$ 55,587
$ 21,252
$ 205
$ 21,457
38.6 %

Retail finance receivables purchased $ 15,546
$ 10,580
$ 4,872
$ 94
$ 4,966
46.9 %
Leased vehicles purchased $ 19,581
$ 19,327
$ 242
$ 12
$ 254
1.3 %

Average finance receivables increased as a result of the continued increase of our share of GM's business. The increase in average leased vehicles, net primarily resulted from our exclusive lease subvention arrangement in the U.S. with GM.

Revenue Nine Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Finance charge income
Retail finance receivables $ 2,098
$ 1,924
$ 140
$ 34
$ 174
9.0 %
Commercial finance receivables $ 303
$ 186
$ 113
$ 4
$ 117
62.9 %
Leased vehicle income $ 6,282
$ 4,144
$ 2,133
$ 5
$ 2,138
51.6 %
Other income $ 216
$ 175
$ 35
$ 6
$ 41
23.4 %
Equity income $ 129
$ 109
$ 24
$ (4 ) $ 20
18.3 %
Effective yield - retail finance receivables 9.4 % 10.8 %
Effective yield - commercial finance receivables 4.6 % 4.3 %

Finance charge income on retail finance receivables increased due to growth in the portfolio, substantially offset by a decrease in effective yield. The effective yield on our retail finance receivables decreased due primarily to a decrease in the average annual percentage rate on new originations in the U.S. to 5.9% for the nine months ended September 30, 2017 from 7.0% for the nine months ended September 30, 2016, as we have increased our lending to borrowers with prime credit. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average retail finance receivables. The effective yield, as a percentage of average retail finance receivables, is higher than the contractual rates of our auto finance contracts primarily because the effective yield includes, in addition to the contractual rates and fees, the impact of rate subvention provided by GM.

Finance charge income on commercial finance receivables increased due to growth in the portfolio, including an increase in the number of dealers in our floorplan program, and due to an increase in the effective yield resulting from rising benchmark interest rates.

The increase in leased vehicle income reflects the growth of the leased asset portfolio.

~~Equity income in our China joint venture increased due primarily to growth in asset levels driven by increased retail penetration.~~

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~


Costs and Expenses	Nine Months Ended September 30,						2017 vs. 2016								Three Months Ended March 31,						2018 vs. 2017 Change
	2017			2016			Change excluding FX		FX		Total change		%		2018			2017			Amount			Percentage
Operating expenses	$	1,009		$	896		$	103	$	10	$	113	12.6	%	$	365		$	330		$	35		10.6	%
Leased vehicle expenses	$	4,648		$	3,148		$	1,497	$	3	$	1,500	47.6	%	$	1,787		$	1,429		$	358		25.1	%
Provision for loan losses	$	573		$	501		$	70	$	2	$	72	14.4	%	$	136		$	211		$	(75	)	(35.5	)%
Interest expense	$	1,903		$	1,393		$	489	$	21	$	510	36.6	%	$	732		$	596		$	136		22.8	%
Average debt outstanding	$	73,278		$	52,378		$	20,720	$	180	$	20,900	39.9	%	$	81,525		$	67,049		$	14,476		21.6	%
Effective rate of interest on debt	3.5		%	3.6		%									3.6		%	3.6		%

Operating Expenses The increase in operating expenses relates to the growth in earning assets and investments to support ~~the prime lending program and enhance lease~~ origination and servicing capabilities in the U.S. Operating expenses as an annualized percentage of average earning assets decreased to ~~1.8%~~1.7% from ~~2.2%~~1.9% for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, compared to the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, due primarily to efficiency gains achieved through higher earning asset levels.

Leased Vehicle Expenses Leased vehicle expenses, which are primarily comprised of depreciation of leased vehicles, increased due to the growth of the leased asset portfolio.

Provision for Loan Losses ~~The provision for retail loan losses increased due primarily to the growth of the retail finance receivables portfolio.~~ As an annualized percentage of average retail finance receivables, the provision for retail loan losses decreased to ~~2.5%~~1.6% for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 from ~~2.8%~~3.1% for the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2017, due primarily to a decrease in the loss confirmation period, resulting from a shift in the credit mix of the portfolio to a larger percentage of prime loans. The loss confirmation period represents the average amount of time between when a loss event first occurs to when the receivable is charged off. The provision for commercial loan losses was insignificant for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 and ~~2016.~~2017.

Interest Expense Interest expense increased due primarily to an increase in the average debt outstanding resulting from growth in the loan and lease portfolios.

Taxes Our consolidated effective income tax rate was ~~33.9%~~18.9% and ~~37.7%~~27.5% of income before income taxes and equity income for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 and ~~2016.~~2017. The decrease in the effective income tax rate is due primarily to ~~reduced~~a favorable impact from the U.S. tax ~~expense attributable to entities included in our effective tax rate calculation and an increase in certain U.S. federal tax credits.~~reform legislation.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Other Comprehensive Income

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income were ~~$318~~$59 million and ~~$60~~$94 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 and ~~2016.~~2017. Translation adjustments ~~result~~resulted from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar ~~changes~~changed in relation to international currencies.

~~Credit~~Earning Asset Quality


Retail Finance Receivables	September 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
Retail finance receivables, net of fees	$	32,317		$	26,400		$	34,320		$	32,802
Less: allowance for loan losses	(899		)	(765		)	(858		)	(889		)
Retail finance receivables, net	$	31,418		$	25,635		$	33,462		$	31,913
Number of outstanding contracts	2,262,017			2,011,818			2,363,155			2,308,826
Average amount of outstanding contracts (in dollars)^(a)	$	14,287		$	13,122		$	14,523		$	14,207
Allowance for loan losses as a percentage of retail finance receivables, net of fees	2.8		%	2.9		%	2.5		%	2.7		%

_________________


(a)	Average amount of outstanding contracts consists of retail finance receivables, net of fees, divided by number of outstanding contracts.

At ~~September 30, 2017,~~March 31, 2018, the allowance for loan losses as a percentage of retail finance receivables, net of fees, decreased from the level at December 31, ~~2016 consistent with~~2017 due primarily to a decrease in the ~~improved~~loss confirmation period, resulting from a shift in the credit mix of the portfolio to a larger percentage of prime loans. The loss confirmation period represents the average amount of time between when a loss event first occurs to when the receivable is charged off.

Delinquency The following is a consolidated summary of the contractual amounts of delinquent retail finance receivables:



	March 31, 2018				March 31, 2017
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
31 - 60 days	$	1,265	3.7	%	$	995	3.4	%
Greater than 60 days	605		1.7		430		1.4
Total finance receivables more than 30 days delinquent	1,870		5.4		1,425		4.8
In repossession	53		0.2		46		0.2
Total finance receivables more than 30 days delinquent or in repossession	$	1,923	5.6	%	$	1,471	5.0	%

Overall, delinquency continues to improve due primarily to the continued shift in ~~our portfolio~~credit mix to prime credit; however, delinquency at March 31, 2018 was elevated due to operational constraints resulting from the conversion of our ~~expansion~~loan servicing system at the beginning of ~~prime lending. The allowance~~calendar 2018.

TDRs Refer to Note 3 to our condensed consolidated financial statements for ~~loan losses reflects our estimate~~further discussion of ~~the impact on credit losses resulting from hurricane activity during the three months ended September 30, 2017, which we expect to be minimal.~~

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

TDRs.

Deferrals In accordance with our policies and guidelines, ~~in the North America Segment,~~ we, ~~may~~at times, offer payment deferrals to retail ~~customers,~~consumers, whereby the borrower 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 ~~deferrals~~deferments that may be granted. Additionally, we generally limit the granting of ~~deferrals~~deferments on new accounts until a requisite number of payments have been received. Contracts receiving a payment deferral as an average quarterly percentage of average retail finance receivables outstanding ~~increased to 6.1%~~were 3.1% and 4.3% for the three months ended ~~September 30, 2017~~March 31, 2018 and 2017. The decrease in deferments is due in part to operational constraints resulting from ~~5.1% for~~ the ~~three months ended September 30, 2016 primarily due to deferrals granted on accounts~~conversion of ~~borrowers who were impacted by hurricane activity during~~our loan servicing system at the ~~quarter. Contracts receiving a payment deferral as an average quarterly percentage~~beginning of ~~average retail finance receivables outstanding were 4.9% and 5.1% for the nine months ended September 30, 2017 and 2016. Deferrals in the International Segment were insignificant.~~calendar 2018.

~~Delinquency and Troubled Debt Restructurings~~ ~~Refer to~~

~~Note 4~~ ~~- "Finance Receivables" to our condensed consolidated financial statements for further discussion~~Table of ~~delinquent retail finance receivables and TDRs.~~Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

Net Charge-offs The following table presents charge-off data with respect to our retail finance receivables portfolio:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2018			2017
Charge-offs	$	286		$	284		$	856		$	826		$	295		$	298
Less: recoveries	(135		)	(128		)	(420		)	(403		)	(123		)	(143		)
Net charge-offs	$	151		$	156		$	436		$	423		$	172		$	155
Net charge-offs as an annualized percentage^(a)	1.9		%	2.5		%	1.9		%	2.4		%	2.1		%	2.3		%

_________________


(a)	Net charge-offs as an annualized percentage is calculated as a percentage of average retail finance receivables.

Net charge-offs as an annualized percentage of average retail finance receivables decreased during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 from the ~~prior~~corresponding period in 2017, due primarily ~~due~~ to the shift in the North America receivables portfolio toward prime credit quality, ~~and due to growth in the North America portfolio.~~as well as better recovery rates. The recovery rate as a percentage of gross repossession charge-offs in North America was ~~51.8%~~53.1% and ~~52.4%~~51.6% for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 and ~~52.3% and 53.8% for the three and nine months ended September 30, 2016.~~2017.


Commercial Finance Receivables	September 30, 2017			December 31, 2016			March 31, 2018			December 31, 2017
Commercial finance receivables, net of fees	$	9,495		$	7,880		$	10,365		$	10,312
Less: allowance for loan losses	(49		)	(40		)	(54		)	(53		)
Total commercial finance receivables, net	$	9,446		$	7,840
Commercial finance receivables, net							$	10,311		$	10,259
Number of dealers	1,502			1,356			1,592			1,538
Average carrying amount per dealer	$	6		$	6		$	6		$	7
Allowance for loan losses as a percentage of commercial finance receivables, net of fees	0.5		%	0.5		%	0.5		%	0.5		%

There were ~~insignificant~~no charge-offs of commercial finance receivables during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2018 and ~~none during the three and nine months ended September 30, 2016.~~2017. At ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, substantially all of our commercial finance receivables were current with respect to payment status and none were classified as TDRs. The inventory securing our commercial finance receivables is generally covered by insurance; therefore, we do not expect any significant impact to credit losses resulting from hurricane activity during the three months ended September 30, 2017.

Leased Vehicles At ~~September 30,~~March 31, 2018 and 2017, 98.8% and ~~2016, 99.1% o~~f99.2% of our operating leases were current with respect to payment status. ~~Our~~

The following table summarizes the residual value and the number of units included in leased vehicles, ~~are generally insured; therefore, we do not expect any significant losses~~net by vehicle type (units in thousands):



	March 31, 2018					December 31, 2017
	Residual Value		Units	Percentage of Units		Residual Value		Units	Percentage of Units
Cars	$	5,518	430	25.6	%	$	5,701	450	27.2	%
Trucks	7,317		292	17.4		7,173		285	17.3
CUVs	14,201		852	50.8		13,723		818	49.5
SUVs	3,939		103	6.2		3,809		99	6.0
Total	$	30,975	1,677	100.0	%	$	30,406	1,652	100.0	%

The industry supply of used vehicles resulting from ~~hurricane activity during~~off-lease returns is expected to continue to increase through 2019. As a result, we expect a decline in used car prices in the U.S. of between 5% and 6% as compared to 2017, although we have experienced stronger results than anticipated in the three months ended ~~September 30, 2017.~~March 31, 2018.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

The following table summarizes additional information for operating leases (in thousands):



	Three Months Ended March 31,
	2018		2017
Operating leases originated	149		171
Operating leases terminated	124		59
Operating lease vehicles returned^(a)	94		38
Return rate^(b)	76	%	64	%

________________


(a)	Represents the number of vehicles returned to us for remarketing.


(b)	Calculated as the number of operating leases returned divided by the number of operating leases terminated.

Liquidity and Capital Resources

General Our primary sources of cash are finance charge income, leasing income and proceeds from the sale of terminated leased vehicles, servicing fees, net distributions from ~~secured debt~~credit facilities, ~~including~~ securitizations, secured and unsecured borrowings and collections and recoveries on finance receivables. Our primary uses of cash are purchases of retail finance receivables and leased vehicles, the funding of commercial finance receivables, repayment of secured and unsecured debt, funding credit enhancement requirements in connection with securitizations and secured credit facilities, operating expenses, interest costs and ~~interest costs.~~preferred stock dividends.

~~Our~~Typically, our purchase and funding of retail and commercial finance receivables and leased vehicles are financed initially utilizing cash and borrowings on our secured credit facilities. Subsequently, we typically obtain long-term financing for finance receivables and leased vehicles through securitization transactions and the issuance of unsecured debt.

Cash Flow During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, net cash provided by operating activities increased due primarily to an increase in ~~net~~ leased vehicle income, partially offset by increased interest expense and increased operating expenses.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, net cash used in investing activities ~~increased~~decreased due to an increase in ~~net purchases~~proceeds received on terminated leases of ~~retail finance receivables of $4.9~~$1.3 billion, ~~and an increase in net fundings of commercial finance receivables of $0.4 billion, partially offset by a decrease in purchases of leased vehicles of $130 million,~~ increased collections and recoveries on retail finance receivables of ~~$2.0~~$0.8 billion, a decrease in net fundings of commercial finance receivables of $0.6 billion, a decrease in purchases of retail finance receivables of $0.4 billion, and ~~an increase~~a decrease in ~~proceeds received on terminated leases~~purchases of ~~$2.9~~leased vehicles of $0.3 billion.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, net cash provided by financing activities ~~increased~~decreased due primarily to ~~the issuance of preferred stock of $985 million and an increase~~a decrease in borrowings, net of repayments, of ~~$146 million.~~$2.9 billion.


Liquidity	September 30, 2017		December 31, 2016		March 31, 2018		December 31, 2017
Cash and cash equivalents^(a)	$	3,976	$	2,815	$	4,178	$	4,265
Borrowing capacity on unpledged eligible assets	12,661		8,321		14,073		12,533
Borrowing capacity on committed unsecured lines of credit	132		105		136		129
Borrowing capacity on the Junior Subordinated Revolving Credit Facility	1,000		1,000		1,000		1,000
Available liquidity	$	17,769	$	12,241	$	19,387	$	17,927

_________________


(a)	Includes ~~$377~~$512 million and ~~$454~~$656 million in unrestricted cash outside of the U.S. at ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017. This cash is considered to be indefinitely invested based on specific plans for reinvestment of these earnings.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, available liquidity increased due primarily to an increase in ~~cash~~receivables eligible to be pledged and ~~additional capacity~~a decrease in advances outstanding on ~~new and renewed~~ secured revolving credit ~~facilities, resulting from the issuance of secured and unsecured debt and preferred stock.~~facilities.

~~We have the ability~~Our Support Agreement with GM provides that GM will use commercially reasonable efforts to ~~borrow up~~ensure that we will continue to ~~$1.0 billion~~be designated as a subsidiary borrower under GM's ~~three-year, $4.0 billion~~ unsecured revolving credit ~~facility~~facilities. At March 31, 2018, we had no borrowings outstanding, and ~~up to $3.0 billion under GM's five-year, $10.5 billion unsecured revolving credit facility, 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 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 assets secure these facilities. Liquidityliquidity available to us under the GM unsecured revolving credit facilities is not ~~included~~reflected in the table above. ~~At September 30, 2017, we had no amounts borrowed under either~~

Table of ~~GM's unsecured~~Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

In April 2018, GM amended and restated its revolving credit ~~facilities.~~facilities, consisting of a three-year, $4.0 billion facility and a five-year, $10.5 billion facility, and added a 364-day, $2.0 billion facility. We have access to the entire $16.5 billion, subject to available capacity, with irrevocable and exclusive access of no less than $2.0 billion of the 364-day facility to support our liquidity.

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 liquidity management strategy.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

At ~~September 30, 2017,~~March 31, 2018, credit facilities consist of the following:


Facility Type	Facility Amount		Advances Outstanding		Facility Amount		Advances Outstanding
Revolving retail asset-secured facilities^(a)	$	21,077	$	4,563	$	22,154	$	3,310
Revolving commercial asset-secured facilities^(b)	3,920		188		3,910		277
Total secured	24,997		4,751		26,064		3,587
Unsecured committed facilities^(c)	132		—		136		—
Unsecured uncommitted facilities^(d)	2,162		2,162		2,311		2,311
Total unsecured	2,294		2,162		2,447		2,311
Junior Subordinated Revolving Credit Facility	1,000		—		1,000		—
Total	$	28,291	$	6,913	$	29,511	$	5,898

_________________

(a)

Includes committed and uncommitted revolving credit facilities backed by retail finance receivables and leases. The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. We had ~~$158~~$126 million in advances outstanding and ~~$831~~$822 million in unused borrowing capacity on these facilities at ~~September 30, 2017.~~March 31, 2018.


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


(c)	Does not include ~~$4.0 billion in~~ liquidity available to us under GM's unsecured revolving credit facilities.


(d)	The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. We had $1.3 billion in unused borrowing capacity on these facilities at ~~September 30, 2017.~~March 31, 2018.

Refer to Note 8 - "Debt" to our consolidated financial statements in our Form 10-K for further discussion of the terms of our revolving credit facilities.

Securitization Notes Payable We periodically finance our retail and commercial finance receivables and leases through public and private term securitization transactions, where the securitization markets are sufficiently developed. A summary of securitization notes payable is as follows:


Year of Transaction	Maturity Date^(a)			Original Note Issuance^(b)		Note Balance At September 30, 2017			Maturity Date ^(a)			Original Note Issuance ^(b)		Note Balance At March 31, 2018
2013	October 2020	-	October 2021	$	4,058	$	523		April 2021	-	October 2021	$	1,080	$	112
2014	July 2019	-	March 2022	$	6,336	1,685			July 2021	-	March 2022	$	4,850	883
2015	July 2019	-	December 2023	$	13,110	5,553			July 2019	-	December 2023	$	12,098	3,577
2016	April 2018	-	September 2024	$	15,528	10,652			May 2019	-	September 2024	$	15,405	8,219
2017	August 2019	-	February 2025	$	19,039	17,686			June 2019	-	May 2025	$	22,679	18,568
2018									March 2022	-	December 2025	$	4,750	4,565
Total active securitizations						36,099								35,924
Debt issuance costs						(75		)						(70		)
Total						$	36,024							$	35,854

_________________


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


(b)	At historical foreign currency exchange rates at the time of issuance.

Our securitizations utilize ~~special purpose entities~~SPEs which are also VIEs that meet the requirements to be consolidated in our financial statements. Refer to Note 87 ~~- "Variable Interest Entities"~~ to our condensed consolidated financial statements ~~in this Form 10-Q~~ for further discussion.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

~~Senior Notes and Other~~ Unsecured Debt We periodically access the unsecured debt capital markets through the issuance of senior unsecured notes, predominantly from registered shelves in the U.S., Europe and Mexico. At ~~September 30, 2017,~~March 31, 2018, the ~~par value~~aggregate principal amount of our outstanding senior notes was ~~$35.2~~$40.8 billion.

We issue other unsecured debt through commercial paper offerings and other non-bank funding sources. At ~~September 30, 2017,~~March 31, 2018, we had ~~$1.3~~$1.7 billion of this type of unsecured debt outstanding.

~~Support Agreement~~Leverage Ratio At ~~September 30,~~March 31, 2018 and December 31, 2017, our earning assets leverage ratio calculated in accordance with the terms of the Support Agreement was ~~10.23,~~9.10x and 9.49x, and the applicable leverage ratio threshold was ~~11.50.~~11.50x. The earning assets leverage ratio decreased during the three months ended March 31, 2018 due to growth in earnings.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

Forward-Looking Statements

This report contains several "forward-looking statements." Forward-looking statements are those that use words such as "believe," "expect," "intend," "plan," "may," "likely," "should," "estimate," "continue," "future" or "anticipate" and 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 (SEC), including our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. 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:

GM's ability to sell new vehicles that we finance in the markets we serve;

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

the availability and cost of sources of financing;

our joint venture in China, which we cannot operate solely for our benefit and over which we have limited control;

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

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

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

vehicle return rates and the residual value performance on vehicles we lease;

interest rate fluctuations and certain related derivatives exposure;

foreign currency exchange rate fluctuations;

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

changes in general economic and business conditions;

competition;

our ability to manage risks related to security breaches and other disruptions to our networks and systems; and

changes in business strategy, including expansion of product lines and credit risk appetite, acquisitions and ~~divestitures; and~~

~~risks and uncertainties associated with the consummation of the sale of GM's European Business to Peugeot S.A., including satisfaction of the closing conditions.~~divestitures.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in our exposure to market risk since December 31, ~~2016.~~2017. Refer to Item 7A - "Quantitative and Qualitative Disclosures About Market Risk" in our ~~2016~~2017 Form 10-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods ~~specified in the SEC's rules and forms~~ and accumulated and communicated to our management, including our principal executive officer (CEO) and principal financial officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at ~~September 30, 2017.~~March 31, 2018. Based on this evaluation required by paragraph (b) of ~~Rule~~Rules 13a-15 ~~and/~~or 15d-15, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~September 30, 2017.~~

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

March 31, 2018.

Changes in Internal Control ~~Over~~over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended ~~September 30, 2017,~~March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

Refer to Note 109 ~~-"Commitments and Contingencies"~~ to our condensed consolidated financial statements for information relating to certain legal proceedings.

Item 1A. Risk Factors

We face a number of significant risks and uncertainties in connection with our operations. Our business and the results of our operations and financial condition could be materially adversely affected by these risks factors. There have been no material changes to the Risk Factors disclosed in our ~~2016~~2017 Form 10-K.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Item 6. Exhibits



~~3.1~~	Certificate of Amendment to Amended and Restated Certificate of Formation of General Motors Financial Company, Inc., dated September 1, 2017, as corrected by the Certificate of Correction, dated September 7, 2017	~~Filed Herewith~~

~~3.2~~	Statement of Resolution Establishing the Designation of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A of General Motors Financial Company, Inc. incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed September 20, 2017	~~Incorporated by Reference~~

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	Filed Herewith

101.SCH	XBRL Taxonomy Extension Schema Document	Filed Herewith

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed Herewith

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed Herewith

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed Herewith

101.PRE	XBRL Taxonomy Presentation Linkbase Document	Filed Herewith

__________


*	The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

Instruments defining the rights of holders of certain issues of long-term debt of General Motors Financial Company, Inc. have not been filed as exhibits because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of General Motors Financial Company, Inc. General Motors Financial Company, Inc. will furnish a copy of each such instrument to the SEC upon request.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

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 24, 2017~~April 26, 2018	By:	/S/ CS~~HRIS~~USAN ~~A. C~~B. S~~HOATE~~HEFFIELD
			(Signature)
			~~Chris A. Choate~~Susan B. Sheffield
			Executive Vice President and
			Chief Financial Officer

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		September 30, 2017				December 31, 2016
	Level	Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedges
Assets
Fair value hedges
Interest rate swaps	2	$	3,500	$	20	$	—	$	—
Cash flow hedges
Interest rate swaps	2,3	2,561		12		3,070		12
Foreign currency swaps	2	1,356		60		—		—
Total assets^(a)		$	7,417	$	92	$	3,070	$	12
Liabilities
Fair value hedges
Interest rate swaps	2	$	7,860	$	260	$	7,700	$	276
Cash flow hedges
Interest rate swaps	2,3	—		—		500		1
Foreign currency swaps	2	—		—		791		33
Total liabilities^(b)		$	7,860	$	260	$	8,991	$	310
Derivatives not designated as hedges
Assets
Interest rate swaps	2,3	$	33,218	$	123	$	7,959	$	54
Interest rate caps and floors	2	16,810		43		9,698		26
Foreign currency swaps	2	1,182		85		—		—
Total assets^(a)		$	51,210	$	251	$	17,657	$	80
Liabilities
Interest rate swaps	2,3	$	12,823	$	59	$	6,170	$	28
Interest rate caps and floors	2	18,467		43		12,146		26
Foreign currency swaps	2	—		—		—		—
Total liabilities^(b)		$	31,290	$	102	$	18,316	$	54



	Three Months Ended September 30, 2016
	North America		International		Total
Total revenue	$	2,092	$	268	$	2,360
Operating expenses	240		87		327
Leased vehicle expenses	1,194		3		1,197
Provision for loan losses	147		20		167
Interest expense	383		128		511
Equity income	—		36		36
Income from continuing operations before income taxes	$	128	$	66	$	194



	Nine Months Ended September 30, 2016
	North America		International		Total
Total revenue	$	5,666	$	763	$	6,429
Operating expenses	656		240		896
Leased vehicle expenses	3,143		5		3,148
Provision for loan losses	449		52		501
Interest expense	1,025		368		1,393
Equity income	—		109		109
Income from continuing operations before income taxes	$	393	$	207	$	600