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~~June 30, ~~2017~~2019



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)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each Exchange on which registered
5.250% Senior Notes due 2026	GM/26	New York Stock Exchange

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,~~July 31, 2019, there were 5,050,000 shares of the registrant’s common stock, par value $0.0001 per share, outstanding. All shares of the registrant’s common stock isare owned by General Motors Holdings ~~LLC.~~LLC, a wholly-owned subsidiary of General Motors Company.

The registrant is a wholly-owned subsidiary of General Motors Company and meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Quarterly Report on Form 10-Q with a reduced disclosure format as permitted by Instruction H(2).

INDEX



		Page
PART I
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Income ~~and~~(Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	2
	Condensed Consolidated Statements of Shareholders' Equity (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	34
	Notes to Condensed Consolidated Financial Statements	45
	Note 1. Summary of Significant Accounting Policies	45
	Note 2. ~~Discontinued Operations~~Related Party Transactions	46
	Note 3. ~~Related Party Transactions~~Finance Receivables	58
	Note 4. ~~Finance Receivables~~	7
	~~Note 5.~~ Leased Vehicles	10
	Note 6.5. Equity in Net Assets of Non-consolidated ~~Affiliate~~Affiliates	10
	Note 7.6. Debt	1011
	Note 8.7. Variable Interest Entities	11
	Note 9.8. Derivative Financial Instruments and Hedging Activities	12
	~~Note 10. Commitments and Contingencies~~	13
	Note ~~11. Shareholders' Equity~~	14
	~~Note 12. Income Taxes~~	14
	~~Note 13. Segment Reporting~~9. Commitments and Contingencies	15
	Note ~~14. Accumulated Other Comprehensive Loss~~10. Shareholders' Equity	16
	Note ~~15. Regulatory Capital and other Regulatory Matters~~11. Income Taxes	1617
	Note ~~16. Guarantor Condensed Consolidating Financial Statements~~12. Segment Reporting	17
	Note 13. Regulatory Capital and Other Regulatory Matters	18
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2619
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3527
Item 4.	Controls and Procedures	3527
PART II
Item 1.	Legal Proceedings	3628
Item 1A.	Risk Factors	3628
Item 6.	Exhibits	3729
	~~Signature~~Signatures	3830

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

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



	June 30, 2019				December 31, 2018
ASSETS
Cash and cash equivalents	$	3,594		��	$	4,883
Finance receivables, net (Note 3; Note 7 VIEs)	54,788				52,512
Leased vehicles, net (Note 4; Note 7 VIEs)	42,938				43,559
Goodwill	1,188				1,186
Equity in net assets of non-consolidated affiliates (Note 5)	1,446				1,355
Related party receivables (Note 2)	710				729
Other assets (Note 7 VIEs)	6,162				5,696
Total assets	$	110,826			$	109,920
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt (Note 6; Note 7 VIEs)	$	41,047			$	42,835
Unsecured debt (Note 6)	50,067				48,153
Deferred income	3,695				3,605
Related party payables (Note 2)	71				63
Other liabilities	3,561				3,605
Total liabilities	98,441				98,261
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	8,077				8,058
Accumulated other comprehensive loss	(1,034		)		(1,066		)
Retained earnings	5,342				4,667
Total shareholders' equity	12,385				11,659
Total liabilities and shareholders' equity	$	110,826			$	109,920

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

(Inin millions) ~~(Unaudited)~~(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017			2016		2019		2018		2019		2018
Revenue
Finance charge income	$	837	$	721	$	2,401		$	2,110	$	1,008	$	884	$	1,995	$	1,750
Leased vehicle income	2,244		1,582		6,282			4,144		2,512		2,497		5,021		4,944
Other income	80		57		216			175		119		107		243		205
Total revenue	3,161		2,360		8,899			6,429		3,639		3,488		7,259		6,899
Costs and expenses
Salaries and benefits	224		195		621			536
Other operating expenses	122		132		388			360
Total operating expenses	346		327		1,009			896
Operating expenses										377		382		747		747
Leased vehicle expenses	1,670		1,197		4,648			3,148		1,637		1,684		3,451		3,471
Provision for loan losses	204		167		573			501
Provision for loan losses (Note 3)										179		128		354		264
Interest expense	672		511		1,903			1,393		952		803		1,899		1,535
Total costs and expenses	2,892		2,202		8,133			5,938		3,145		2,997		6,451		6,017
Equity income (Note 6)	41		36		129			109
Income from continuing operations before income taxes	310		194		895			600
Income tax provision (Note 12)	124		60		260			185
Income from continuing operations	186		134		635			415
Income (loss) from discontinued operations, net of tax (Note 2)	16		13		(169		)	85
Equity income (Note 5)										42		45		87		97
Income before income taxes										536		536		895		979
Income tax provision (Note 11)										133		94		221		168
Net income	$	202	$	147	$	466		$	500	403		442		674		811

Less: cumulative dividends on preferred stock										22		15		45		29
Net income attributable to common shareholder	$	200	$	147	$	464		$	500	$	381	$	427	$	629	$	782

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Inin millions) ~~(Unaudited)~~(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 June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net income	$	403		$	442		$	674		$	811
Other comprehensive (loss) income, net of tax (Note 10)
Unrealized (loss) gain on hedges, net of income tax benefit of $6, $1, $11 and $1	(18		)	17			(33		)	18
Foreign currency translation adjustment, net of income tax expense (benefit) of $0, $0, $0 and $(1)	8			(245		)	65			(186		)
Other comprehensive (loss) income, net of tax	(10		)	(228		)	32			(168		)
Comprehensive income	$	393		$	214		$	706		$	643

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~~SHAREHOLDERS' EQUITY

(Inin millions) ~~(Unaudited)~~(unaudited)

Nine Months Ended September 30,
2017 2016
Net cash provided by operating activities - continuing operations $ 4,795
$ 3,566
Net cash provided by operating activities - discontinued operations 243
290
Net cash provided by operating activities 5,038
3,856
Cash flows from investing activities
Purchases of retail finance receivables, net (15,267 ) (10,408 )
Principal collections and recoveries on retail finance receivables 9,410
7,368
Net funding of commercial finance receivables (1,557 ) (1,145 )
Purchases of leased vehicles, net (14,809 ) (14,939 )
Proceeds from termination of leased vehicles 4,649
1,799
Other investing activities (65 ) (59 )
Net cash used in investing activities - continuing operations (17,639 ) (17,384 )
Net cash used in investing activities - discontinued operations (468 ) (949 )
Net cash used in investing activities (18,107 ) (18,333 )
Cash flows from financing activities
Net change in debt (original maturities less than three months) (305 ) (301 )
Borrowings and issuance of secured debt 26,731
18,420
Payments on secured debt (20,905 ) (12,525 )
Borrowings and issuance of unsecured debt 12,626
10,358
Payments on unsecured debt (4,375 ) (2,345 )
Debt issuance costs (131 ) (112 )
Proceeds from issuance of preferred stock 985
—
Net cash provided by financing activities - continuing operations 14,626
13,495
Net cash provided by financing activities - discontinued operations 63
601
Net cash provided by financing activities 14,689
14,096
Net increase (decrease) in cash, cash equivalents and restricted cash 1,620
(381 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 112
22
Cash, cash equivalents and restricted cash at beginning of period 5,302
5,002
Cash, cash equivalents and restricted cash at end of period $ 7,034
$ 4,643
Cash, cash equivalents and restricted cash from continuing operations at end of period $ 6,469
$ 3,918
Cash, cash equivalents and restricted cash from discontinued operations at end of period $ 565
$ 725

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

September 30, 2017
Cash and cash equivalents $ 3,976
Restricted cash included in other assets 2,493
Total $ 6,469



	Common Stock		Preferred Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Retained Earnings			Total Equity
Balance at January 1, 2018	$	—	$	—	$	7,525	$	(768	)	$	3,537		$	10,294
Adoption of accounting standards	—		—		—		—			40			40
Net income	—		—		—		—			369			369
Other comprehensive income	—		—		—		60			—			60
Stock based compensation	—		—		16		—			—			16
Dividends paid	—		—		—		—			(30		)	(30		)
Other	—		—		—		—			(1		)	(1		)
Balance at March 31, 2018	—		—		7,541		(708		)	3,915			10,748
Net income	—		—		—		—			442			442
Other comprehensive loss	—		—		—		(228		)	—			(228		)
Stock based compensation	—		—		13		—			—			13
Other	—		—		—		—			1			1
Balance at June 30, 2018	$	—	$	—	$	7,554	$	(936	)	$	4,358		$	10,976

Balance at January 1, 2019	$	—	$	—	$	8,058	$	(1,066	)	$	4,667		$	11,659
Net income	—		—		—		—			271			271
Other comprehensive income	—		—		—		42			—			42
Stock based compensation	—		—		11		—			—			11
Other	—		—		—		—			1			1
Balance at March 31, 2019	—		—		8,069		(1,024		)	4,939			11,984
Net income	—		—		—		—			403			403
Other comprehensive loss	—		—		—		(10		)	—			(10		)
Stock based compensation	—		—		8		—			—			8
Balance at June 30, 2019	$	—	$	—	$	8,077	$	(1,034	)	$	5,342		$	12,385

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)



	Six Months Ended June 30,
	2019			2018
Cash flows from operating activities
Net cash provided by operating activities	$	4,293		$	3,565
Cash flows from investing activities
Purchases of retail finance receivables, net	(14,450		)	(11,119		)
Principal collections and recoveries on retail finance receivables	12,096			7,593
Net funding of commercial finance receivables	(220		)	(516		)
Purchases of leased vehicles, net	(8,189		)	(9,122		)
Proceeds from termination of leased vehicles	6,444			5,303
Other investing activities	(30		)	(34		)
Net cash used in investing activities	(4,349		)	(7,895		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	243			695
Borrowings and issuances of secured debt	12,857			12,405
Payments on secured debt	(14,743		)	(13,135		)
Borrowings and issuances of unsecured debt	6,668			8,431
Payments on unsecured debt	(5,659		)	(3,783		)
Debt issuance costs	(78		)	(92		)
Dividends paid	(46		)	(30		)
Net cash (used in) provided by financing activities	(758		)	4,491
Net (decrease) increase in cash, cash equivalents and restricted cash	(814		)	161
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	22			(60		)
Cash, cash equivalents and restricted cash at beginning of period	7,443			6,567
Cash, cash equivalents and restricted cash at end of period	$	6,651		$	6,668

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



	June 30, 2019
Cash and cash equivalents	$	3,594
Restricted cash included in other assets	3,057
Total	$	6,651

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~~balances and ~~balances~~transactions have been eliminated in consolidation.

Our operations in Europe 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. 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 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.~~U.S. 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~~10–K for the fiscal year ended December 31, 2018, as filed with the Securities and Exchange Commission (SEC) on February ~~7, 2017 (Form 10-K)~~6, 2019 (2018 Form 10–K). Except as otherwise specified, dollar amounts presented within tables are stated in millions.

The condensed consolidated financial statements at ~~September~~June 30, ~~2017,~~2019, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, 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 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 The condensed consolidated balance sheet at December ~~15,~~31, 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~~investments in ~~SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC), a~~ joint ~~venture that conducts auto finance operations~~ventures in China.

Recently Adopted Accounting Standards Effective January 1, 2019, we adopted ASU 2016-02, "Leases" (ASU 2016-02) using the optional transition method, resulting in the recognition of right of use assets of $129 million, included in other assets, and lease obligations of $144 million, included in other liabilities on our condensed consolidated balance sheet related to our existing operating leases at January 1, 2019. We elected to apply the package of practical expedients permitted under the transition guidance in the new standard, which allowed us to carry forward our historical lease classification. The accounting for finance leases and leases where we are lessor remained substantially unchanged. The application of ASU 2016-02 had no impact on our condensed consolidated statement of income or condensed consolidated statement of cash flows.

The following table summarizes our minimum commitments under noncancelable operating leases having initial terms in excess of one year as of December 31, 2018:



	Years Ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total
Minimum commitments	$	27	$	26	$	25	$	23	$	19	$	47	$	167

Refer to Note ~~2. Discontinued Operations~~9 for information on our operating leases as of June 30, 2019.

~~On March 5, 2017, General Motors Holdings LLC,~~As lessor, we have investments in leased vehicles recorded as operating leases. Leased vehicles consist of automobiles leased to customers and are carried at amortized cost less unearned manufacturer subvention payments, which are received up front. Depreciation expense is recorded on a ~~wholly-owned subsidiary~~straight-line basis over the term of ~~GM and our parent, entered into a Master Agreement (the Agreement) with Peugeot S.A. Pursuant~~the lease agreement to the ~~Agreement, Peugeot S.A. acquired~~estimated residual value. Manufacturer subvention is earned on ~~July 31, 2017 GM’s Opel~~a straight-line basis as a reduction to depreciation expense.

Generally, the lessee may purchase the leased vehicle at the maturity of the lease by paying the purchase price stated in the lease agreement, which equals the contract residual value determined at origination of the lease, plus any fees and ~~Vauxhall businesses and certain~~all other ~~assets in Europe (the Opel/Vauxhall Business) and will acquire, together with~~amounts owed under the lease. If the lessee decides not to purchase the leased vehicle, the lessee must return it to 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 Operationsdealer by the lease's scheduled lease maturity date. Extensions may be granted to the lessee for up to six months. If the lessee extends the maturity date on their lease agreement, the lessee is ~~expected~~responsible for additional monthly payments until the leased vehicle is returned or purchased. Since the lessee is not obligated to ~~close by~~purchase the vehicle at the end of the ~~year subject~~contract, we are exposed to a risk of loss to the ~~receipt~~extent the customer returns the vehicle prior to or at the end of the ~~necessary regulatory approvals~~lease term and ~~satisfaction~~the value of ~~other closing conditions.~~the vehicle is lower than the residual value estimated at inception of the lease.

~~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~~We estimate the ~~net consideration will be approximately $1.1 billion,~~expected residual value based on third party data which considers various data points and ~~we currently expect to recognize a disposal loss~~assumptions including recent auction values, the expected future volume 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~~returning leased vehicles, used vehicle prices, manufacturer incentive programs and fuel prices. Changes in the ~~Agreement. During the nine months ended September 30, 2017, we recognized a portion~~expected residual value result in increased or decreased depreciation 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.~~leased asset

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

~~The following table summarizes~~over the remaining term of the lease. Upon disposition, a gain or loss is recorded for any difference between the net book value of the lease and the proceeds from the disposition of the asset, including any insurance proceeds. Under the accounting for impairment or disposal of long-lived assets, vehicles on operating leases are evaluated by asset group for impairment. We aggregate leased vehicles into asset groups based on make, year 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
model. When asset group indicators of impairment exist and aggregate future cash flows from the operating lease, including the expected realizable fair value of the leased assets at the end of the lease, are less than the book value of the lease asset group, an immediate impairment write-down is recognized if the difference is deemed not recoverable.

~~The following table summarizes~~Accounting Standards Not Yet Adopted In June 2016 the ~~results~~Financial Accounting Standards Board issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of ~~operations~~Credit Losses on Financial Instruments" (ASU 2016-13), which requires entities to use a new impairment model based on current expected credit losses (CECL) rather than incurred losses. We plan to adopt ASU 2016-13 on January 1, 2020 on a modified retrospective basis, which will result in an increase to our allowance for credit losses and a decrease to retained earnings as of the ~~discontinued operations:~~adoption date.

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
We are currently testing and refining our risk forecasting models, assumption review processes, corporate governance controls and accounting and financial reporting for our implementation of this standard. Estimated credit losses under CECL will consider relevant information about past events, current conditions and reasonable and supportable forecasts that affect the collectibility of the reported amount, resulting in recognition of lifetime expected credit losses upon loan origination. We expect that our allowance for credit losses will increase under CECL, though the amount of the increase is heavily dependent on the volume, credit mix and seasoning of our loan portfolio.

Note 3.2. 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 certain commercial loans.

~~In March 2017, we executed an agreement to~~We purchase certain program vehicles from ~~Maven Drive LLC (Maven), a wholly-owned subsidiary of GM.~~GM subsidiaries. We simultaneously ~~leased~~lease these vehicles to ~~Maven~~those subsidiaries for use primarily in their ~~ride-sharing~~vehicle-sharing arrangements. We account for these leases as ~~direct-financing~~direct-finance leases, sales-type leases or loans depending on the origin of the asset, all of 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 six months ended June 30, 2019 and 2018, we purchased $442 million and $280 million of these receivables from GM, which are included in our finance receivables, net.

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

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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



Balance Sheet Data	June 30, 2019		December 31, 2018
Commercial finance receivables, net due from dealers consolidated by GM^(a)	$	491	$	445
Finance receivables from GM subsidiaries^(a)	$	108	$	134
Subvention receivable^(b)	$	705	$	727
Commercial loan funding payable^(c)	$	66	$	61



	Three Months Ended June 30,				Six Months Ended June 30,
Income Statement Data	2019		2018		2019		2018
Interest subvention earned on retail finance receivables^(d)	$	133	$	122	$	264	$	234
Interest subvention earned on commercial finance receivables^(d)	$	14	$	15	$	31	$	33
Leased vehicle subvention earned^(e)	$	818	$	813	$	1,653	$	1,611

_________________


(a)	Included in finance receivables, net.


(b)	Included in related party receivables. We received subvention payments from GM of ~~$1.1~~$0.9 billion and ~~$1.0~~$1.1 billion for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018 and ~~$3.3~~$2.0 billion and ~~$3.2~~$1.7 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016.~~2018.


(c)	Included in related party payables.


(d)	Included in finance charge income.


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

Under ~~our~~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 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.outstanding. GM also ~~agreed~~agrees to certain provisions in the Support Agreement intended to ensure that we maintain adequate access to liquidity. Pursuant to these provisions, GM ~~provided~~provides us with a $1.0 billion junior subordinated unsecured intercompany revolving credit facility (the Junior Subordinated Revolving Credit Facility)., and GM agrees 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.

In April 2019, GM renewed the 364-day, $2.0 billion facility (the GM Revolving 364-Day Credit Facility) for an additional 364-day term. This facility has been allocated for exclusive access by us since April 2018. At June 30, 2019, we had no amounts borrowed under any of the GM facilities.

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,~~returns and certain U.S. state returns, and we are obligated to pay GM for our share of ~~the consolidated U.S. federal and certain state~~these tax liabilities. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. At ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, there are no related party taxes payable to ~~GM due to our taxable loss position.~~ GM.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 4.3. Finance Receivables


	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
Retail finance receivables
Retail finance receivables, collectively evaluated for impairment, net of fees	$	30,147		$	24,480		$	40,345		$	38,354
Retail finance receivables, individually evaluated for impairment, net of fees	2,170			1,920			2,354			2,348
Total retail finance receivables, net of fees^(a)	32,317			26,400			42,699			40,702
Less: allowance for loan losses - collective	(571		)	(489		)	(540		)	(523		)
Less: allowance for loan losses - specific	(328		)	(276		)	(341		)	(321		)
Total retail finance receivables, net	31,418			25,635			41,818			39,858
Commercial finance receivables
Commercial finance receivables, collectively evaluated for impairment, net of fees	9,468			7,853			12,997			12,680
Commercial finance receivables, individually evaluated for impairment, net of fees	27			27			49			41
Total commercial finance receivables, net of fees(b)	9,495			7,880			13,046			12,721
Less: allowance for loan losses - collective	(46		)	(36		)	(65		)	(63		)
Less: allowance for loan losses - specific	(3		)	(4		)	(11		)	(4		)
Total commercial finance receivables, net	9,446			7,840			12,970			12,654
Total finance receivables, net	$	40,864		$	33,475		$	54,788		$	52,512
Fair value of finance receivables	$	40,957		$	33,528
Fair value utilizing Level 2 inputs							$	12,970		$	12,654
Fair value utilizing Level 3 inputs							$	42,158		$	39,564

________________

(a) Net of unearned income, unamortized premiums and discounts, and deferred fees and costs of ~~$282~~$44 million and ~~$178~~$53 million at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016.~~2018.

~~We estimate the fair value~~(b) Net of ~~retail finance receivables using observable~~dealer cash management balances of $1.1 billion and ~~unobservable Level 3 inputs within a cash flow model. The inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries~~$922 million at June 30, 2019 and ~~charge-offs~~December 31, 2018.

Rollforward of Allowance for Retail Loan Losses A summary of the ~~loans within~~activity in 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,allowance for retail loan losses is ~~considered to be a reasonable estimate of fair value.~~as follows:


Retail Finance Receivables	Three Months Ended September 30,						Nine Months Ended September 30,
													Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Allowance for retail loan losses beginning balance	$	844		$	790		$	765		$	713		$	862		$	858		$	844		$	889
Provision for loan losses	204			164			563			497			165			123			343			258
Charge-offs	(286		)	(284		)	(856		)	(826		)	(279		)	(298		)	(586		)	(593		)
Recoveries	135			128			420			403			132			145			277			268
Foreign currency translation	2			(2		)	7			9			1			(13		)	3			(7		)
Allowance for retail loan losses ending balance	$	899		$	796		$	899		$	796		$	881		$	815		$	881		$	815

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Retail Credit QualityOur 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 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
Amount Percent Amount Percent
Prime - FICO Score 680 and greater $ 12,332
45.7 % $ 7,923
36.4 %
Near-prime - FICO Score 620 to 679 4,194
15.6
3,468
15.9
Sub-prime - FICO Score less than 620 10,443
38.7
10,395
47.7
Balance at end of period $ 26,969
100.0 % $ 21,786
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.~~receivables:


	September 30, 2017				September 30, 2016				June 30, 2019				June 30, 2018
	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	%	$	1,083	2.5	%	$	1,178	3.3	%
Greater than 60 days	521		1.6		491		1.9		498		1.2		462		1.3
Total finance receivables more than 30 days delinquent	1,697		5.2		1,603		6.3		1,581		3.7		1,640		4.6
In repossession	55		0.2		57		0.2		48		0.1		57		0.1
Total finance receivables more than 30 days delinquent or in repossession	$	1,752	5.4	%	$	1,660	6.5	%	$	1,629	3.8	%	$	1,697	4.7	%

At ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the accrual of finance charge income had been suspended on retail finance receivables with contractual amounts due of ~~$797~~$838 million and ~~$798~~$888 million.

Impaired Retail Finance Receivables - TDRsRetail 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:



	June 30, 2019			December 31, 2018
Outstanding recorded investment	$	2,354		$	2,348
Less: allowance for loan losses	(341		)	(321		)
Outstanding recorded investment, net of allowance	$	2,013		$	2,027
Unpaid principal balance	$	2,382		$	2,379

Additional information about loans classified as TDRs is presented below:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Average outstanding recorded investment	$	2,344	$	2,238	$	2,351	$	2,253
Finance charge income recognized	$	63	$	62	$	131	$	126
Number of loans classified as TDRs during the period	17,407		19,662		33,939		33,096
Recorded investment of loans classified as TDRs during the period	$	318	$	360	$	626	$	613

The unpaid principal balance, net of recoveries, of loans charged off during the reporting period within 12 months of being modified as a TDR was insignificant for the three and six months ended June 30, 2019 and 2018.

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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,
2017 2016 2017 2016
Average outstanding recorded investment $ 2,091
$ 1,785
$ 2,045
$ 1,725
Finance charge income recognized $ 56
$ 55
$ 173
$ 156
Number of loans classified as TDRs during the period 23,015
18,548
56,853
49,327
Recorded investment of loans classified as TDRs during the period $ 407
$ 315
$ 997
$ 846

The unpaid principal balance, 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 and 2016.

~~Commercial Finance Receivables~~

Commercial Credit QualityOur 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						June 30, 2019				December 31, 2018
			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	$	1,939	14.9	%	$	2,192	17.2	%
Group II	-	Dealers with strong financial metrics	3,565		37.5		2,661		33.8		-	Dealers with strong financial metrics	5,241		40.2		4,500		35.4
Group III	-	Dealers with fair financial metrics	3,112		32.8		2,775		35.2		-	Dealers with fair financial metrics	4,108		31.5		4,292		33.7
Group IV	-	Dealers with weak financial metrics	931		9.8		631		8.0		-	Dealers with weak financial metrics	1,229		9.4		1,205		9.5
Group V	-	Dealers warranting special mention due to elevated risks	238		2.5		334		4.2		-	Dealers warranting special mention due to elevated risks	419		3.2		449		3.5
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	110		0.8		83		0.7
Balance at end of period	Balance at end of period		$	9,495	100.0	%	$	7,880	100.0	%	Balance at end of period		$	13,046	100.0	%	$	12,721	100.0	%

At ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, 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~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016.~~2018.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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

Note 5.4. Leased Vehicles


	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
Leased vehicles	$	60,112		$	48,340		$	64,361		$	64,928
Manufacturer subvention	(9,265		)	(7,686		)	(9,896		)	(9,934		)
	50,847			40,654
Net capitalized cost							54,465			54,994
Less: accumulated depreciation	(9,072		)	(6,312		)	(11,527		)	(11,435		)
Leased vehicles, net	$	41,775		$	34,342		$	42,938		$	43,559

The following table summarizes ~~minimum rental~~lease payments due to us as lessor under operating ~~leases:~~leases at June 30, 2019:

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



	Years Ending December 31,
	2019		2020		2021		2022		2023		Thereafter		Total
Lease payments under operating leases	$	3,610	$	5,396	$	2,817	$	629	$	40	$	1	$	12,493

Note 6.5. Equity in Net Assets of Non-consolidated ~~Affiliate~~Affiliates

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

There have been no significant ownership changes in our joint ventures since December 31, 2018. The following table presents certain aggregated operating data of our joint ventures:


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
Summarized Operating Data^(a)	2017		2016		2017			2016		2019		2018		2019		2018
Finance charge income	$	261	$	229	$	775		$	700	$	344	$	315	$	694	$	622
Provision for loan losses	$	2	$	7	$	(9	)	$	21
Interest expense	$	83	$	65	$	241		$	192
Income before income taxes	$	157	$	137	$	490		$	411	$	161	$	171	$	331	$	369
Net income	$	118	$	103	$	368		$	308	$	121	$	129	$	248	$	277

~~_________________~~


~~(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~~At June 30, ~~2017. We received dividends from SAIC-GMAC of $129 million during the nine months ended September 30, 2016. At September 30, 2017~~2019 and December 31, ~~2016~~2018, we had undistributed earnings of ~~$271~~$585 million and ~~$142~~$498 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

our non-consolidated affiliates.

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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.Note 6. Debt



	June 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt
Revolving credit facilities	$	2,280	$	2,286	$	3,410	$	3,413
Securitization notes payable	38,767		38,987		39,425		39,422
Total secured debt	41,047		41,273		42,835		42,835
Unsecured debt
Senior notes	44,864		46,251		42,611		42,015
Credit facilities	1,785		1,783		2,157		2,151
Other unsecured debt	3,418		3,420		3,385		3,390
Total unsecured debt	50,067		51,454		48,153		47,556
Total secured and unsecured debt	$	91,114	$	92,727	$	90,988	$	90,391
Fair value utilizing Level 2 inputs			$	90,699			$	88,305
Fair value utilizing Level 3 inputs			$	2,028			$	2,086

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 7~~- "Variable Interest Entities"~~ for further discussion.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, we entered into new ~~credit facilities~~ or renewed credit facilities with a total net additional borrowing capacity of ~~$1.7 billion,~~$150 million, and we issued ~~$18.8~~$10.4 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of ~~2.09%~~2.98% and legal final maturity dates ranging from ~~2019~~2022 to ~~2025.~~2026.

Unsecured Debt During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, we issued ~~$10.6~~$5.4 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of ~~2.87%~~4.20% and maturity dates ranging from ~~2019~~2021 to ~~2027.~~2029.

~~All~~The principal amount outstanding of ~~these notes are guaranteed by AmeriCredit Financial Services, Inc. (AFSI),~~ our ~~primary~~commercial paper in the U.S. ~~operating subsidiary,~~was $1.0 billion and ~~$407 million in senior notes issued by subsidiaries in Canada~~$1.2 billion at June 30, 2019 and ~~Mexico are also guaranteed by~~ December 31, 2018.

General Motors Financial Company, Inc. is the sole guarantor of its subsidiaries' unsecured debt obligations for which a guarantee is provided.

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~~debt obligations contain covenants including limitations on our ability to incur certain liens. At ~~September~~June 30, ~~2017,~~2019, we were in compliance with ~~our~~these debt covenants.

Note 8.7. Variable Interest Entities

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



	June 30, 2019		December 31, 2018
Restricted cash^(a)	$	2,588	$	2,380
Finance receivables, net of fees	$	32,680	$	32,626
Lease related assets	$	19,404	$	21,781
Secured debt	$	40,845	$	42,504

September 30, 2017 December 31, 2016
Restricted cash^(a)
$ 2,291
$ 1,780
Finance receivables, net of fees $ 26,451
$ 24,644
Lease related assets $ 23,751
$ 19,341
Secured debt $ 40,188
$ 34,185

_______________

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

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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~~entities' operations and cannot be used to satisfy our or our other subsidiaries' obligations.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 9.8. 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 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:


		September 30, 2017				December 31, 2016				June 30, 2019						December 31, 2018
	Level	Notional		Fair Value		Notional		Fair Value		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
Assets
Fair value hedges
Interest rate swaps	2	$	3,500	$	20	$	—	$	—	$	13,046	$	353	$	38	$	9,533	$	42	$	231
Foreign currency swaps										1,822		37		61		1,829		37		60
Cash flow hedges
Interest rate swaps	2,3	2,561		12		3,070		12		504		2		2		768		8		—
Foreign currency swaps	2	1,356		60		—		—		3,317		30		104		2,075		43		58
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
Interest rate contracts										88,912		240		378		99,666		372		520
Total^(b)										$	107,601	$	662	$	583	$	113,871	$	502	$	869

_________________


(a)	~~Derivative~~The gross amounts of the fair value of our assets and liabilities are included in other assets ~~in the condensed consolidated balance sheets.~~

~~(b)~~

~~Derivative liabilities are included in~~and other liabilities, ~~in the condensed consolidated balance sheets.~~respectively. Amounts accrued for interest payments in a net receivable position are included in other assets. Amounts accrued for interest payments in a net payable position are included in other liabilities. 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 derivative instruments through AmeriCredit Financial Services, Inc. (AFSI); however, our SPEs may also be parties to derivative instruments. Agreements between AFSI and its derivative counterparties include rights of setoff for positions with offsetting values or for collateral held or posted. At June 30, 2019 and December 31, 2018, the fair value of assets ~~in the condensed consolidated balance sheets.~~and liabilities available for offset was $353 million and $320 million. At June 30, 2019 and December 31, 2018, we held $162 million and $30 million and posted $140 million and $451 million of collateral available for netting.

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:



	Carrying Amount of Hedged Items				Cumulative Amount of Fair Value Hedging Adjustments^(a)
	June 30, 2019		December 31, 2018		June 30, 2019			December 31, 2018
Unsecured debt	$	20,545	$	17,923	$	(57	)	$	459

_________________


(a)	Includes $208 million and $247 million at June 30, 2019 and December 31, 2018 of adjustments remaining on hedged items for which hedge accounting has been discontinued.

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.

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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 statements of income:

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



	Income (Losses) Recognized In Income
	Three Months Ended June 30,												Six Months Ended June 30,
	2019						2018						2019						2018
	Interest Expense^(a)			Operating Expenses^(b)			Interest Expense^(a)			Operating Expenses^(b)			Interest Expense^(a)			Operating Expenses^(b)			Interest Expense^(a)			Operating Expenses^(b)
Fair value hedges
Hedged items - interest rate swaps	$	(313	)	$	—		$	69		$	—		$	(523	)	$	—		$	277		$	—
Interest rate swaps	285			—			(76		)	—			466			—			(286		)	—
Hedged items - foreign currency swaps	—			(25		)	—			—			—			7			—			—
Foreign currency swaps	(15		)	27			—			—			(31		)	(4		)	—			—
Cash flow hedges
Interest rate swaps	1			—			3			—			4			—			7			—
Foreign currency swaps	(21		)	18			(13		)	(92		)	(39		)	(15		)	(22		)	(68		)
Derivatives not designated as hedges
Interest rate contracts	(5		)	—			(1		)	—			(10		)	—			5			—
Foreign currency swaps	—			—			(13		)	(109		)	—			—			(20		)	(87		)
Total	$	(68	)	$	20		$	(31	)	$	(201	)	$	(133	)	$	(12	)	$	(39	)	$	(155	)

_________________


(a)	~~Recognized~~Total interest expense was $952 million and $803 million for the three months ended June 30, 2019 and 2018 and $1.9 billion and $1.5 billion for the six months ended June 30, 2019 and 2018.


(b)	Activity is offset by translation activity also recorded in ~~earnings as~~operating expenses related to foreign currency-denominated loans. Total operating expenses were $377 million and $382 million for the three months ended June 30, 2019 and 2018 and $747 million for both the six months ended June 30, 2019 and 2018.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of comprehensive income:



	Gains (Losses) Recognized In Accumulated Other Comprehensive Loss
	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Fair value hedges
Foreign currency swaps	$	(9	)	$	—		$	(20	)	$	—
Cash flow hedges
Interest rate swaps	(2		)	1			(2		)	5
Foreign currency swaps	(19		)	(58		)	(71		)	(40		)
Total	$	(30	)	$	(57	)	$	(93	)	$	(35	)



	(Gains) Losses Reclassified From Accumulated Other Comprehensive Loss Into Income^(a)(b)
	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019			2018
Fair value hedges
Foreign currency swaps	$	11		$	—	$	22		$	—
Cash flow hedges
Interest rate swaps	(1		)	—		(3		)	(3		)
Foreign currency swaps	2			74		41			56
Total	$	12		$	74	$	60		$	53

_________________


(a)	All amounts reclassified from accumulated other comprehensive loss were recorded to interest expense.


(b)	~~Includes~~During the next twelve months, we estimate $14 million will be reclassified into pretax earnings from derivatives designated for 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.~~accounting.

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.~~9. Commitments and Contingencies

Operating LeasesOur lease obligations consist primarily of real estate office space. Certain leases contain escalation clauses and renewal options, and generally our leases have no residual value guarantees or material covenants. We exclude from our balance sheet leases with a term equal to one year or less and do not separate non-lease components from our real estate leases. Rent expense under operating leases was $13 million and $18 million for the three and six months ended June 30, 2019. At June 30, 2019, operating lease right of use assets, included in other assets, were $138 million and operating lease liabilities, included in other liabilities, were $159 million. Operating lease right of use assets obtained in exchange for lease obligations were $27 million in the six months ended June 30, 2019. As of June 30, 2019, our undiscounted future lease obligations related to operating leases having initial terms in excess of one year are $14 million for the six months ended December 31, 2019 and $27 million, $26 million, $24 million, $20 million and $78 million for the years 2020, 2021, 2022, 2023 and thereafter. The weighted average discount rate is 4.4% and the weighted average remaining lease term is 8.0 years as of June 30, 2019. Imputed interest for operating leases and variable lease costs were insignificant for the three and six months ended June 30, 2019.

Guarantees of Indebtedness The payments of principal and interest on senior notes issued by our top-tier holding company, our primary Canadian operating subsidiary and a European subsidiary are guaranteed by our primary U.S. operating subsidiary, AFSI. At ~~September~~both June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, we guaranteed approximately $1.1 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 ~~par value~~terms and conditions of ~~these senior notes was $37.3 billion and $29.0 billion. Refer to~~ ~~Note 16 -~~ ~~"Guarantor Condensed Consolidating Financial Statements"~~a letter agreement with BNP Paribas in connection with the sale of certain of our European Operations, BNP Paribas will reimburse us for ~~further discussion.~~any amount that we 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 and certain legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We establish reserves for legal claims when payments associated with the claims become probable and the payments can be reasonably estimated. Given the inherent difficulty of predicting theactions. The outcome of ~~litigation~~these proceedings is inherently uncertain, and ~~regulatory matters, it~~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 ~~generally very difficult to predict what the eventual~~reasonably possible or probable.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

~~outcome will be, and~~In accordance with the current accounting standards for loss contingencies, we establish reserves for legal matters when it is probable that a loss associated with the matter ~~will~~has been incurred and the amount of the loss can be ~~resolved.~~reasonably estimated. The actual costs of resolving legal ~~claims~~matters may be higher or lower than any amounts reserved for ~~the claims.~~these matters. At ~~September~~June 30, ~~2017,~~2019, we ~~estimate~~estimated our reasonably possible legal exposure for unfavorable outcomes is up to ~~$73~~$67 million, ~~excluding $38 million related to the discontinued operations. We~~and we have accrued ~~$24 million excluding $10 million related to the discontinued operations.~~$23 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~~We believe that we have cooperated fully with all reasonable requests for information. We are ~~ongoing and could in the future~~currently unable to estimate any reasonably possible loss or range of loss that may result in the imposition of damages, fines or other civil or criminal penalties. No assurance can be given 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.from these investigations.

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~~$14 million ~~excluding $18 million~~ ~~related to the discontinued operations.~~as of June 30, 2019.

Note ~~11.~~10. Shareholders' Equity

~~On September 1, 2017,~~



	June 30, 2019	December 31, 2018
Common Stock
Number of shares authorized	10,000,000	10,000,000
Number of shares issued and outstanding	5,050,000	5,050,000



	June 30, 2019	December 31, 2018
Preferred Stock
Number of shares authorized	250,000,000	250,000,000
Number of shares issued and outstanding
Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A (Series A Preferred Stock)	1,000,000	1,000,000
Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series B (Series B Preferred Stock)	500,000	500,000

During the six months ended June 30, 2019, we ~~executed a 10,000~~paid dividends of $29 million to ~~1 stock split~~holders of ~~each share~~record 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~~Series A Preferred Stock, and $17 million to holders of record of our Series B Preferred Stock. During the six months ended June 30, 2018, we paid dividends of $30 million to holders of record of our Series A ~~at a liquidation preference $1,000 per share, for net proceeds~~Preferred Stock.

Table of ~~$985 million.~~Contents

For the first 10 years after issuance, holders 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, holders of the preferred stock will be entitled to receive cash dividend payments at a floating rate equal to the then applicable three-month U.S. dollar LIBOR plus a spread 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 payment of the dividends and whether or not the dividends are authorized or declared.GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The ~~preferred stock does not have a maturity date. We may, at our option, redeem~~following table summarizes the ~~shares~~significant components 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.~~other comprehensive loss:



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Unrealized (loss) gain on hedges
Beginning balance	$	(6	)	$	17		$	9		$	16
Change in value of hedges, net of tax	(18		)	17			(33		)	18
Ending balance	(24		)	34			(24		)	34
Defined benefit plans
Beginning balance	1			1			1			1
Unrealized gain on subsidiary pension, net of tax	—			—			—			—
Ending balance	1			1			1			1
Foreign currency translation adjustment
Beginning balance	(1,019		)	(726		)	(1,076		)	(785		)
Translation gain (loss), net of tax	8			(245		)	65			(186		)
Ending balance	(1,011		)	(971		)	(1,011		)	(971		)
Total accumulated other comprehensive loss	$	(1,034	)	$	(936	)	$	(1,034	)	$	(936	)

Note ~~12.~~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 ~~and nine~~ months ended ~~September~~June 30, ~~2017,~~2019 and 2018, income tax expense of ~~$124~~$133 million and ~~$260~~$94 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation. The increase in income tax expense is due primarily to a reduction in our electrical vehicle tax credit. During the ~~three and nine~~six months ended ~~September~~June 30, ~~2016,~~2019 and 2018, income tax expense of ~~$60~~$221 million and ~~$185~~$168 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation. The increase in income tax expense is due primarily to a reduction in our electrical vehicle tax credit.

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.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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

Note ~~13.~~12. Segment Reporting

We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We evaluate our business in 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 operating segments.~~our North America and International Segments. The management of each segment is responsible for executing our strategies. ~~As discussed in~~ ~~Note 2~~ - "Discontinued Operations," our European Operations are presented as discontinued operations and are excluded from our segment results for all periods presented. 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
North
America International Total
Total revenue $ 2,868
$ 293
$ 3,161
Operating expenses 265
81
346
Leased vehicle expenses 1,662
8
1,670
Provision for loan losses 177
27
204
Interest expense 536
136
672
Equity income —
41
41
Income from continuing operations before income taxes $ 228
$ 82
$ 310

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 June 30, 2019						Three Months Ended June 30, 2018
	North America		International		Total		North America		International		Total		North America		International		Total
Total revenue	$	8,042	$	857	$	8,899	$	3,332	$	307	$	3,639	$	3,180	$	308	$	3,488
Operating expenses	766		243		1,009		281		96		377		276		106		382
Leased vehicle expenses	4,631		17		4,648		1,627		10		1,637		1,675		9		1,684
Provision for loan losses	497		76		573		142		37		179		90		38		128
Interest expense	1,488		415		1,903		831		121		952		685		118		803
Equity income	—		129		129		—		42		42		—		45		45
Income from continuing operations before income taxes	$	660	$	235	$	895
Income before income taxes							$	451	$	85	$	536	$	454	$	82	$	536

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


	Nine Months Ended September 30, 2016						Six Months Ended June 30, 2019						Six Months Ended June 30, 2018
	North America		International		Total		North America		International		Total		North America		International		Total
Total revenue	$	5,666	$	763	$	6,429	$	6,638	$	621	$	7,259	$	6,265	$	634	$	6,899
Operating expenses	656		240		896		557		190		747		547		200		747
Leased vehicle expenses	3,143		5		3,148		3,430		21		3,451		3,453		18		3,471
Provision for loan losses	449		52		501		281		73		354		187		77		264
Interest expense	1,025		368		1,393		1,654		245		1,899		1,282		253		1,535
Equity income	—		109		109		—		87		87		—		97		97
Income from continuing operations before income taxes	$	393	$	207	$	600
Income before income taxes							$	716	$	179	$	895	$	796	$	183	$	979

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.~~

~~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 )



	June 30, 2019						December 31, 2018
	North America		International		Total		North America		International		Total
Finance receivables, net	$	47,984	$	6,804	$	54,788	$	45,711	$	6,801	$	52,512
Leased vehicles, net	$	42,770	$	168	$	42,938	$	43,396	$	163	$	43,559
Total assets	$	101,147	$	9,679	$	110,826	$	100,176	$	9,744	$	109,920

Note ~~15.~~13. 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~~$7.7 billion and ~~$6.9~~$7.9 billion at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016.~~

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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

~~Note 16. 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 circumstances, the terms of which vary by issuance. Customary circumstances include 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.

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 and December 31, 2016, and for the three and nine months ended September 30, 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~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
ASSETS
Cash and cash equivalents $ —
$ 3,546
$ 430
$ —
$ 3,976
Finance receivables, net —
10,097
30,767
—
40,864
Leased vehicles, net —
—
41,775
—
41,775
Goodwill 1,095
—
106
—
1,201
Equity in net assets of non-consolidated affiliate —
—
1,119
—
1,119
Related party receivables —
38
301
—
339
Other assets 855
1,230
3,933
(1,251 ) 4,767
Assets held for sale —
—
12,095
(1 ) 12,094
Due from affiliates 32,762
19,467
—
(52,229 ) —
Investment in affiliates 10,177
5,610
—
(15,787 ) —
Total assets $ 44,889
$ 39,988
$ 90,526
$ (69,268 ) $ 106,135
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt $ —
$ —
$ 41,177
$ (402 ) $ 40,775
Unsecured debt 34,047
—
4,216
—
38,263
Deferred income —
—
3,066
—
3,066
Related party payables 2
—
251
—
253
Other liabilities 369
772
2,157
(849 ) 2,449
Liabilities held for sale —
—
10,864
(6 ) 10,858
Due to affiliates —
32,576
19,648
(52,224 ) —
Total liabilities 34,418
33,348
81,379
(53,481 ) 95,664
Shareholders' equity
Common stock —
—
698
(698 ) —
Preferred stock —
—
—
—
—
Additional paid-in capital 7,514
79
3,450
(3,529 ) 7,514
Accumulated other comprehensive loss (935 ) (107 ) (874 ) 981
(935 )
Retained earnings 3,892
6,668
5,873
(12,541 ) 3,892
Total shareholders' equity 10,471
6,640
9,147
(15,787 ) 10,471
Total liabilities and shareholders' equity $ 44,889
$ 39,988
$ 90,526
$ (69,268 ) $ 106,135

2018.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~December 31, 2016~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
ASSETS
Cash and cash equivalents $ —
$ 2,284
$ 531
$ —
$ 2,815
Finance receivables, net —
4,969
28,506
—
33,475
Leased vehicles, net —
—
34,342
—
34,342
Goodwill 1,095
—
101
—
1,196
Equity in net assets of non-consolidated affiliate —
—
944
—
944
Related party receivables —
25
322
—
347
Other assets 506
884
3,065
(760 ) 3,695
Assets held for sale —
—
10,959
(8 ) 10,951
Due from affiliates 24,548
16,065
—
(40,613 ) —
Investment in affiliates 8,986
6,445
—
(15,431 ) —
Total assets $ 35,135
$ 30,672
$ 78,770
$ (56,812 ) $ 87,765
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Secured debt $ —
$ —
$ 35,256
$ (169 ) $ 35,087
Unsecured debt 26,076
—
3,400
—
29,476
Deferred income —
—
2,355
—
2,355
Related party payables 1
—
319
—
320
Other liabilities 365
690
1,677
(591 ) 2,141
Liabilities held for sale —
—
9,694
(1 ) 9,693
Due to affiliates —
24,437
16,183
(40,620 ) —
Total liabilities 26,442
25,127
68,884
(41,381 ) 79,072
Shareholder's equity
Common stock —
—
698
(698 ) —
Additional paid-in capital 6,505
79
5,345
(5,424 ) 6,505
Accumulated other comprehensive loss (1,238 ) (161 ) (1,223 ) 1,384
(1,238 )
Retained earnings 3,426
5,627
5,066
(10,693 ) 3,426
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

~~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, 2017~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc. Guarantor Non-
Guarantors Eliminations Consolidated
Revenue
Finance charge income $ —
$ 146
$ 691
$ —
$ 837
Leased vehicle income —
—
2,244
—
2,244
Other income —
306
—
(226 ) 80
Total revenue —
452
2,935
(226 ) 3,161
Costs and expenses
Salaries and benefits —
182
42
—
224
Other operating expenses 94
(48 ) 203
(127 ) 122
Total operating expenses 94
134
245
(127 ) 346
Leased vehicle expenses —
—
1,670
—
1,670
Provision for loan losses —
196
8
—
204
Interest expense 301
1
469
(99 ) 672
Total costs and expenses 395
331
2,392
(226 ) 2,892
Equity income 461
306
41
(767 ) 41
Income from continuing operations before income taxes 66
427
584
(767 ) 310
Income tax (benefit) provision (136 ) 40
220
—
124
Income from continuing operations 202
387
364
(767 ) 186
Income (loss) from discontinued operations, net of tax —
(6 ) 22
—
16
Net income 202
381
386
(767 ) 202

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

Comprehensive income $ 319
$ 411
$ 525
$ (936 ) $ 319

~~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, 2016~~

~~(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

~~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 Months Ended September 30, 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
Net cash (used in) provided by operating activities - continuing operations $ (454 ) $ (389 ) $ 4,409
$ —
$ 3,566
Net cash provided by operating activities - discontinued operations (15 ) 10
295
—
290
Net cash (used in) provided by operating activities (469 ) (379 ) 4,704
—
3,856
Cash flows from investing activities
Purchases of retail finance receivables, net —
(12,676 ) (10,047 ) 12,315
(10,408 )
Principal collections and recoveries on retail finance receivables —
1,274
6,094
—
7,368
Proceeds from transfer of retail finance receivables, net —
8,232
4,083
(12,315 ) —
Net funding of commercial finance receivables —
(335 ) (810 ) —
(1,145 )
Purchases of leased vehicles, net —
—
(14,939 ) —
(14,939 )
Proceeds from termination of leased vehicles —
—
1,799
—
1,799
Other investing activities —
(219 ) (9 ) 169
(59 )
Net change in due from affiliates (7,506 ) (6,621 ) —
14,127
—
Net change in investment in affiliates 24
2,473
—
(2,497 ) —
Net cash used in investing activities - continuing operations (7,482 ) (7,872 ) (13,829 ) 11,799
(17,384 )
Net cash used in investing activities - discontinued operations —
—
(949 ) —
(949 )
Net cash used in investing activities (7,482 ) (7,872 ) (14,778 ) 11,799
(18,333 )
Cash flows from financing activities
Net change in debt (original maturities less than three months) 1
—
(302 ) —
(301 )
Borrowings and issuance of secured debt —
—
18,589
(169 ) 18,420
Payments on secured debt —
—
(12,525 ) —
(12,525 )
Borrowings and issuance of unsecured debt 8,987
—
1,371
—
10,358
Payments on unsecured debt (1,000 ) —
(1,345 ) —
(2,345 )
Debt issuance costs (37 ) —
(75 ) —
(112 )
Net capital contributions —
—
(2,497 ) 2,497
—
Net change in due to affiliates —
7,643
6,484
(14,127 ) —
Net cash provided by financing activities - continuing operations 7,951
7,643
9,700
(11,799 ) 13,495
Net cash provided by financing activities - discontinued operations —
—
601
—
601
Net cash provided by financing activities 7,951
7,643
10,301
(11,799 ) 14,096
Net increase (decrease) in cash, cash equivalents and restricted cash —
(608 ) 227
—
(381 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash —
—
22
—
22
Cash, cash equivalents and restricted cash at beginning of period —
2,319
2,683
—
5,002
Cash, cash equivalents and restricted cash at end of period $ —
$ 1,711
$ 2,932
$ —
$ 4,643
Cash, cash equivalents and restricted cash from continuing operations at end of period $ —
$ 1,711
$ 2,207
$ —
$ 3,918
Cash, cash equivalents and restricted cash from discontinued operations at end of period $ —
$ —
$ 725
$ —
$ 725

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

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

~~Basis of Presentation~~ ~~This~~Forward-looking statements in 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 Form 10-K.~~

Our 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. Unless otherwise indicated, information in this discussion and analysis relates to 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~~2018 Form 10-K for a discussion of these risks and uncertainties.

Basis of Presentation

This MD&A should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto and the audited consolidated financial statements and notes thereto included in our 2018 Form 10-K.

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.~~

~~Table of Contents~~

~~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

Earnings before taxes for the six months ended June 30, 2019 decreased to $895 million from $979 million for the six months ended June 30, 2018 due primarily to the following:

Retail finance charge income increased $151 million due primarily to an increase in the average balance of the consumer finance receivables portfolio, partially offset by a decrease in effective yield as the portfolio shifts to lower yielding prime loan assets.

Commercial finance charge income increased $94 million due to an increase in the average balance of the commercial finance receivables portfolio as well as increased interest rates on the portfolio.

Leased vehicle income net of leased vehicle expenses increased $97 million due primarily to a higher volume of lease terminations.

Provision expense increased $90 million due primarily to a decrease in the loss confirmation period and an increase in the recovery rate forecast on repossessed vehicles, both of which we recorded in the six months ended June 30, 2018.

Interest expense increased $364 million with $183 million of the increase due to an increase in the average balance of debt outstanding, and $181 million of the increase due to an increase in the effective rate of interest on debt.

Return on average common equity is widely used to measure earnings in relation to invested capital. Our return on average common equity decreased to 13.0% for the four quarters ended June 30, 2019 from 14.7% for the four quarters ended June 30, 2018 due primarily to a higher effective tax rate.

We use return on average tangible common equity (a non-GAAP measure) to measure our contribution to GM's enterprise profitability and cash flow. Our return on average tangible common equity decreased to 14.7% for the four quarters ended June 30, 2019 from 16.8% for the four quarters ended June 30, 2018 due primarily to a higher effective tax rate.

The following table presents our reconciliation of return on average tangible common equity to return on average common equity, the most directly comparable GAAP measure:



	Four Quarters Ended
	June 30, 2019			June 30, 2018
Net income attributable to common shareholder	$	1,351		$	1,163
Plus: loss from discontinued operations, net of tax	—			239
Net income from continuing operations attributable to common shareholder	$	1,351		$	1,402

Average equity	$	11,722		$	10,279
Less: average preferred equity	(1,363		)	(758		)
Average common equity	10,359			9,521
Less: average goodwill	(1,187		)	(1,198		)
Average tangible common equity	$	9,172		$	8,323

Return on average common equity	13.0		%	14.7		%
Return on average tangible common equity	14.7		%	16.8		%

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Our calculation of this non-GAAP measure may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of this non-GAAP measure has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures. This non-GAAP measure allows investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve our return on average tangible common equity. Management uses this measure in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. For these reasons we believe this non-GAAP measure is useful for our investors.

Three Months Ended ~~September~~June 30, ~~2017~~2019 compared to Three Months Ended ~~September~~June 30, ~~2016~~2018


Average Earning Assets	Three Months Ended September 30,				2017 vs. 2016								Three Months Ended June 30,				2019 vs. 2018
	2017		2016		Change excluding FX		FX		Total change		%		2019		2018		Amount			Percentage
Average retail finance receivables	$	31,796	$	24,740	$	6,905	$	151	$	7,056	28.5	%	$	42,447	$	35,081	$	7,366		21.0	%
Average commercial finance receivables	9,617		6,161		3,397		59		3,456		56.1	%	12,606		10,333		2,273			22.0	%
Average finance receivables	41,413		30,901		10,302		210		10,512		34.0	%	55,053		45,414		9,639			21.2	%
Average leased vehicles, net	40,789		29,971		10,736		82		10,818		36.1	%	42,998		43,805		(807		)	(1.8	)%
Average earning assets	$	82,202	$	60,872	$	21,038	$	292	$	21,330	35.0	%	$	98,051	$	89,219	$	8,832		9.9	%

Retail finance receivables purchased	$	4,686	$	4,159	$	495	$	32	$	527	12.7	%	$	7,113	$	6,051	$	1,062		17.6	%
Leased vehicles purchased	$	6,557	$	6,129	$	411	$	17	$	428	7.0	%	$	5,911	$	6,201	$	(290	)	(4.7	)%

Average retail finance receivables increased due to a higher volume of new loan originations in excess of principal collections and payoffs. Our retail penetration of GM's retail sales in the U.S. increased to 47.1% for the three months ended June 30, 2019 from 45.4% for three months ended June 30, 2018 due primarily to further alignment with GM and greater dealer engagement. Average commercial finance receivables increased due primarily to an increase in our GM-franchised dealer commercial lending relationships. Leased vehicles purchased during the three months ended June 30, 2019 decreased primarily as a result of ~~the continued increase of our share of~~a change in GM's ~~business in the U.S. The increase in average leased vehicles, net primarily resulted from our exclusive lease subvention arrangement in the U.S. with GM.~~retail sales mix.


Revenue	Three Months Ended September 30,						2017 vs. 2016								Three Months Ended June 30,						2019 vs. 2018
	2017			2016			Change excluding FX		FX		Total change		%		2019			2018			Amount			Percentage
Finance charge income
Retail finance receivables	$	724		$	655		$	61	$	8	$	69	10.5	%	$	831		$	754		$	77		10.2	%
Commercial finance receivables	$	113		$	66		$	46	$	1	$	47	71.2	%	$	177		$	130		$	47		36.2	%
Leased vehicle income	$	2,244		$	1,582		$	655	$	7	$	662	41.8	%	$	2,512		$	2,497		$	15		0.6	%
Other income	$	80		$	57		$	21	$	2	$	23	40.4	%	$	119		$	107		$	12		11.2	%
Equity income	$	41		$	36		$	5	$	—	$	5	13.9	%	$	42		$	45		$	(3	)	(6.7	)%
Effective yield - retail finance receivables	9.0		%	10.5		%									7.9		%	8.6		%
Effective yield - commercial finance receivables	4.7		%	4.3		%									5.6		%	5.0		%

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, rate subvention 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, 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~~Other income ~~reflects the growth of the leased asset portfolio.~~

~~Equity income in our China joint venture~~ increased due primarily to ~~growth~~an increase in ~~asset levels driven by increased retail penetration.~~investment income due to higher short-term interest rates.

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GENERAL MOTORS FINANCIAL COMPANY, INC.


Costs and Expenses	Three Months Ended September 30,						2017 vs. 2016								Three Months Ended June 30,						2019 vs. 2018
	2017			2016			Change excluding FX		FX		Total change		%		2019			2018			Amount			Percentage
Operating expenses	$	346		$	327		$	18	$	1	$	19	5.8	%	$	377		$	382		$	(5	)	(1.3	)%
Leased vehicle expenses	$	1,670		$	1,197		$	469	$	4	$	473	39.5	%	$	1,637		$	1,684		$	(47	)	(2.8	)%
Provision for loan losses	$	204		$	167		$	36	$	1	$	37	22.2	%	$	179		$	128		$	51		39.8	%
Interest expense	$	672		$	511		$	157	$	4	$	161	31.5	%	$	952		$	803		$	149		18.6	%
Average debt outstanding	$	78,953		$	56,902		$	21,823	$	228	$	22,051	38.8	%	$	92,529		$	83,714		$	8,815		10.5	%
Effective rate of interest on debt	3.4		%	3.6		%									4.1		%	3.8		%

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%~~1.5% for the three months ended ~~September~~June 30, ~~2017, compared to~~2019 from 1.7% for the three months ended ~~September~~June 30, ~~2016,~~2018, 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~~increased to ~~2.5%~~1.6% for the three months ended ~~September~~June 30, ~~2017~~2019 from ~~2.6%~~1.4% for the three months ended ~~September~~June 30, ~~2016,~~2018, due primarily to ~~a shift~~an increase in ~~the credit mix of the portfolio to a larger percentage of prime loans. The provision for commercial loan losses was insignificant for~~our recovery rate forecast on repossessed vehicles we recorded in the three months ended ~~September~~June 30, ~~2017 and 2016.~~2018.

Interest Expense Interest expense increased due ~~primarily~~ to an increase in the average debt outstanding resulting from growth in ~~the loan and lease portfolios.~~earning assets as well as a higher effective rate of interest on our debt.

Taxes Our consolidated effective income tax rate was ~~46.1%~~26.9% and ~~38.0%~~19.1% of income before income taxes and equity income for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016.~~2018. The increase in the effective income tax rate is due primarily to ~~differences~~a reduction in ~~U.S. taxation of foreign earnings and a decrease in certain U.S. federal~~our electrical vehicle tax ~~credits.~~credit.

Other Comprehensive Income (Loss)

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income (loss) were ~~$120~~$8 million and ~~$(10)~~$(245) million for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016.~~2018. 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. The foreign currency translation gain for the three months ended June 30, 2019 was due primarily to changes in the value of the Chinese Yuan Renminbi and the Canadian Dollar. The foreign currency translation loss for the three months ended June 30, 2018 was due primarily to changes in the value of the Brazilian Real, the Chinese Yuan Renminbi, the Mexican Peso and the Canadian Dollar.

Six Months Ended June 30, 2019 compared to Six Months Ended June 30, 2018



Average Earning Assets	Six Months Ended June 30,				2019 vs. 2018
	2019		2018		Amount			Percentage
Average retail finance receivables	$	42,018	$	34,253	$	7,765		22.7	%
Average commercial finance receivables	12,389		10,177		2,212			21.7	%
Average finance receivables	54,407		44,430		9,977			22.5	%
Average leased vehicles, net	43,216		43,498		(282		)	(0.6	)%
Average earning assets	$	97,623	$	87,928	$	9,695		11.0	%

Retail finance receivables purchased	$	14,275	$	11,129	$	3,146		28.3	%
Leased vehicles purchased	$	11,121	$	11,913	$	(792	)	(6.6	)%

Average retail finance receivables increased due to a higher volume of new loan originations in excess of principal collections and payoffs. Our retail penetration of GM's retail sales in the U.S. increased to 49.8% for the six months ended June 30, 2019 from 44.9% for the six months ended June 30, 2018 due primarily to further alignment with GM and greater dealer engagement. Average commercial finance receivables increased due primarily to an increase in our GM-franchised dealer commercial lending relationships. Leased vehicles purchased during the six months ended June 30, 2019 decreased primarily as a result of a change in GM's retail sales mix.

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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									Six Months Ended June 30,						2019 vs. 2018
	2017			2016			Change excluding FX		FX			Total change		%		2019			2018			Amount			Percentage
Finance charge income
Retail finance receivables	$	2,098		$	1,924		$	140	$	34		$	174	9.0	%	$	1,647		$	1,496		$	151		10.1	%
Commercial finance receivables	$	303		$	186		$	113	$	4		$	117	62.9	%	$	348		$	254		$	94		37.0	%
Leased vehicle income	$	6,282		$	4,144		$	2,133	$	5		$	2,138	51.6	%	$	5,021		$	4,944		$	77		1.6	%
Other income	$	216		$	175		$	35	$	6		$	41	23.4	%	$	243		$	205		$	38		18.5	%
Equity income	$	129		$	109		$	24	$	(4	)	$	20	18.3	%	$	87		$	97		$	(10	)	(10.3	)%
Effective yield - retail finance receivables	9.4		%	10.8		%										7.9		%	8.8		%
Effective yield - commercial finance receivables	4.6		%	4.3		%										5.7		%	5.0		%

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 5.9% 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, rate subvention 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.

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

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

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

investment income due to higher short-term interest rates.


Costs and Expenses	Nine Months Ended September 30,						2017 vs. 2016								Six Months Ended June 30,						2019 vs. 2018
	2017			2016			Change excluding FX		FX		Total change		%		2019			2018			Amount			Percentage
Operating expenses	$	1,009		$	896		$	103	$	10	$	113	12.6	%	$	747		$	747		$	—		—	%
Leased vehicle expenses	$	4,648		$	3,148		$	1,497	$	3	$	1,500	47.6	%	$	3,451		$	3,471		$	(20	)	(0.6	)%
Provision for loan losses	$	573		$	501		$	70	$	2	$	72	14.4	%	$	354		$	264		$	90		34.1	%
Interest expense	$	1,903		$	1,393		$	489	$	21	$	510	36.6	%	$	1,899		$	1,535		$	364		23.7	%
Average debt outstanding	$	73,278		$	52,378		$	20,720	$	180	$	20,900	39.9	%	$	92,434		$	82,611		$	9,823		11.9	%
Effective rate of interest on debt	3.5		%	3.6		%									4.1		%	3.7		%

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% from 2.2%~~1.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2017, compared to~~2019 from 1.7% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, 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~~increased to ~~2.5%~~1.6% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 from ~~2.8%~~1.5% for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, due primarily to a decrease in the loss confirmation period as well as an increase in our recovery rate forecast on repossessed vehicles, both of which we recorded in the six months ended June 30, 2018. The loss confirmation period, which represents the average amount of time between when a loss event first occurs to when the receivable is charged off, decreased due 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 nine months ended September 30, 2017 and 2016.~~

Taxes Our consolidated effective income tax rate was ~~33.9%~~27.4% and ~~37.7%~~19.0% of income before income taxes and equity income for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016.~~2018. The ~~decrease~~increase in the effective income tax rate is due primarily to ~~reduced tax expense attributable to entities included~~a reduction in our ~~effective~~electrical vehicle tax ~~rate calculation and an increase in certain U.S. federal tax credits.~~credit.

Other Comprehensive Income (Loss)

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income (loss) were ~~$318~~$65 million and ~~$60~~$(186) million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016.~~2018. 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. The foreign currency translation gain for the six months ended June 30, 2019 was due primarily to changes in the value of the Canadian Dollar and the Mexican Peso. The foreign currency translation loss for the six months ended June 30, 2018 was due primarily to changes in the value of the Brazilian Real, the Canadian Dollar and the Chinese Yuan Renminbi.

~~Credit~~

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Earning Asset Quality

Retail Finance Receivables Our retail finance receivables portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. A summary of the credit risk profile by FICO score or its equivalent, determined at origination, of the retail finance receivables is as follows:


Retail Finance Receivables	September 30, 2017			December 31, 2016
							June 30, 2019					December 31, 2018
							Amount			Percent		Amount			Percent
Prime - FICO Score 680 and greater							$	26,194		61.4	%	$	24,434		60.0	%
Near-prime - FICO Score 620 to 679							6,544			15.3		6,144			15.1
Sub-prime - FICO Score less than 620							9,961			23.3		10,124			24.9
Retail finance receivables, net of fees	$	32,317		$	26,400		42,699			100.0	%	40,702			100.0	%
Less: allowance for loan losses	(899		)	(765		)	(881		)			(844		)
Retail finance receivables, net	$	31,418		$	25,635		$	41,818				$	39,858
Number of outstanding contracts	2,262,017			2,011,818			2,678,131					2,607,703
Average amount of outstanding contracts (in dollars)^(a)	$	14,287		$	13,122		$	15,944				$	15,608
Allowance for loan losses as a percentage of retail finance receivables, net of fees	2.8		%	2.9		%	2.1		%			2.1		%

_________________


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

~~At September 30, 2017,~~Delinquency The following is a consolidated summary of the ~~allowance for loan losses as a percentage~~contractual amounts of delinquent retail finance ~~receivables, net of fees, decreased from~~receivables:



	June 30, 2019				June 30, 2018
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
31 - 60 days	$	1,083	2.5	%	$	1,178	3.3	%
Greater than 60 days	498		1.2		462		1.3
Total finance receivables more than 30 days delinquent	1,581		3.7		1,640		4.6
In repossession	48		0.1		57		0.1
Total finance receivables more than 30 days delinquent or in repossession	$	1,629	3.8	%	$	1,697	4.7	%

Delinquency improved due primarily to the ~~level at December 31, 2016 consistent with the improved~~continued shift in credit mix ~~in our portfolio resulting from our expansion of~~to prime lending. The allowance for loan losses reflects our estimate 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.~~

credit.

~~Deferrals~~ In accordance with our policies and guidelines in the North America Segment, we may offer payment deferrals to retail customers, 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 that may be granted. Additionally, we generally limit the granting of deferrals 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% for the three months ended September 30, 2017 from 5.1% for the three months ended September 30, 2016 primarily due to deferrals granted on accounts of borrowers who were impacted by hurricane activity during the quarter. Contracts receiving a payment deferral as an average quarterly percentage 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.

~~Delinquency and Troubled Debt Restructurings~~TDRs Refer to Note 43 ~~- "Finance Receivables"~~ to our condensed consolidated financial statements for further discussion of ~~delinquent retail finance receivables and~~ TDRs.

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 June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Charge-offs	$	286		$	284		$	856		$	826		$	279		$	298		$	586		$	593
Less: recoveries	(135		)	(128		)	(420		)	(403		)	(132		)	(145		)	(277		)	(268		)
Net charge-offs	$	151		$	156		$	436		$	423		$	147		$	153		$	309		$	325
Net charge-offs as an annualized percentage^(a)	1.9		%	2.5		%	1.9		%	2.4		%
Net charge-offs as an annualized percentage of average retail finance receivables													1.4		%	1.7		%	1.5		%	1.9		%

~~_________________~~


~~(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~~six months ended ~~September~~June 30, ~~2017~~2019 from the ~~prior~~corresponding period in 2018, 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. The recovery rate as a percentage~~quality.

Table of ~~gross repossession charge-offs in North America was 51.8% and 52.4% for the three and nine months ended September 30, 2017 and 52.3% and 53.8% for the three and nine months ended September 30, 2016.~~Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.


Commercial Finance Receivables	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
Commercial finance receivables, net of fees	$	9,495		$	7,880		$	13,046		$	12,721
Less: allowance for loan losses	(49		)	(40		)	(76		)	(67		)
Total commercial finance receivables, net	$	9,446		$	7,840
Commercial finance receivables, net							$	12,970		$	12,654
Number of dealers	1,502			1,356			1,809			1,750
Average carrying amount per dealer	$	6		$	6		$	7		$	7
Allowance for loan losses as a percentage of commercial finance receivables, net of fees	0.5		%	0.5		%	0.6		%	0.5		%

There were insignificant charge-offs of commercial finance receivables during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~none during the three and nine months ended September~~2018. At June 30, ~~2016. At September 30, 2017~~2019 and December 31, ~~2016,~~2018, 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~~June 30, ~~2017~~2019 and ~~2016,~~2018, 99.1% ofand 98.8% 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 resulting from hurricane activity during~~net by vehicle type (units in thousands):



	June 30, 2019					December 31, 2018
	Residual Value		Units	Percentage of Units		Residual Value		Units	Percentage of Units
Crossovers	$	15,887	961	57.6	%	$	15,057	917	53.8	%
Trucks	7,138		287	17.2		7,299		296	17.4
Cars	4,137		310	18.6		4,884		379	22.3
SUVs	4,007		110	6.6		4,160		111	6.5
Total	$	31,169	1,668	100.0	%	$	31,400	1,703	100.0	%

Used vehicle prices for the ~~three~~six months ended ~~September~~June 30, ~~2017.~~2019 decreased slightly compared to the same period in 2018. We expect used vehicle prices to decrease between 4% and 5% for the full year 2019 compared to 2018, due primarily to continued increases in the industry supply of used vehicles as well as increases in our volume of lease terminations.

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Operating leases originated	148		160		286		309
Operating leases terminated	166		139		321		263
Operating lease vehicles returned^(a)	125		92		242		186
Percentage of lease vehicles returned^(b)	75	%	66	%	75	%	71	%

________________


(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.

Operating leases originated decreased primarily as a result of a change in GM's retail sales mix. Operating leases terminated and operating lease vehicles returned increased due to the maturity of the leased asset portfolio. The return rate can fluctuate based upon the level of used vehicle pricing compared to residual values at lease inception and growth and age of the lease portfolio.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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, interest costs and operating ~~expenses and interest costs.~~expenses.

~~Our~~Typically, our purchase and funding of retail and commercial finance receivables and leased vehicles are financed initially by 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.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Cash Flow During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, net cash provided by operating activities increased due primarily to ~~an increase~~a decrease in net ~~leased vehicle income, partially offset by increased~~collateral posted for derivative positions of $0.7 billion as a result of favorable changes in interest ~~expense and operating expenses.~~rates on our collateralized derivative portfolio.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, net cash used in investing activities ~~increased~~decreased due primarily to an increase in net purchases of retail finance receivables of $4.9 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~~$4.5 billion, ~~and~~ an increase in proceeds received on terminated leases of ~~$2.9~~$1.1 billion, a decrease in purchases of leased vehicles of $0.9 billion, and a decrease in funding of commercial finance receivables of $0.3 billion, partially offset by an increase in purchases of retail finance receivables of $3.3 billion.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, net cash ~~provided by~~used in financing activities increased due primarily to ~~the issuance of preferred stock of $985 million and~~ an increase in ~~borrowings,~~payments, net of ~~repayments,~~borrowings of ~~$146 million.~~$5.2 billion.


Liquidity	September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018
Cash and cash equivalents^(a)	$	3,976	$	2,815	$	3,594	$	4,883
Borrowing capacity on unpledged eligible assets	12,661		8,321		20,037		18,048
Borrowing capacity on committed unsecured lines of credit	132		105		435		290
Borrowing capacity on the Junior Subordinated Revolving Credit Facility	1,000		1,000		1,000		1,000
Borrowing capacity on the GM Revolving 364-Day Credit Facility					2,000		2,000
Available liquidity	$	17,769	$	12,241	$	27,066	$	26,221

_________________


(a)	Includes ~~$377~~$430 million and ~~$454~~$503 million in unrestricted cash outside of the U.S. at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016.~~2018. This cash is considered to be indefinitely invested based on specific plans for reinvestment of these earnings.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, available liquidity increased due primarily to an increase in ~~cash and additional~~borrowing capacity on new and renewed secured revolving credit facilities, resulting from the issuance of ~~secured~~securitizations and unsecured ~~debt and preferred stock.~~debt.

~~We have the ability~~The Support Agreement 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 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. Liquidity available to us underIn April 2019, GM renewed the GM ~~unsecured revolving credit facilities is not included in the table above.~~Revolving 364-Day Credit Facility for an additional 364-day term. This facility has been allocated for exclusive access by us since April 2018. At ~~September~~June 30, ~~2017,~~2019, we had no ~~amounts borrowed~~borrowings outstanding under ~~either~~any of ~~GM's unsecured revolving credit~~these facilities.

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

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At ~~September~~June 30, ~~2017,~~2019, 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	$	22,639	$	2,007
Revolving commercial asset-secured facilities^(b)	3,920		188		3,983		273
Total secured	24,997		4,751		26,622		2,280
Unsecured committed facilities^(c)	132		—		435		—
Unsecured uncommitted facilities^(d)(c)	2,162		2,162		1,785		1,785
Total unsecured	2,294		2,162		2,220		1,785
Junior Subordinated Revolving Credit Facility	1,000		—		1,000		—
GM Revolving 364-Day Credit Facility					2,000		—
Total	$	28,291	$	6,913	$	31,842	$	4,065

_________________

(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~~$97 million in advances outstanding and ~~$831~~$725 million in unused borrowing capacity on these facilities at ~~September~~June 30, ~~2017.~~2019.


(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~~$1.6 billion in unused borrowing capacity on these facilities at ~~September~~June 30, ~~2017.~~2019.

Refer to Note 87 - "Debt" to our consolidated financial statements in our 2018 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 June 30, 2019
2013	October 2020	-	October 2021	$	4,058	$	523
2014	July 2019	-	March 2022	$	6,336	1,685
2015	July 2019	-	December 2023	$	13,110	5,553			January 2021	-	December 2023	$	5,297	$	626
2016	April 2018	-	September 2024	$	15,528	10,652			March 2021	-	September 2024	$	7,300	1,858
2017	August 2019	-	February 2025	$	19,039	17,686			August 2019	-	May 2025	$	22,344	10,431
2018									June 2020	-	September 2026	$	23,005	16,429
2019									April 2022	-	November 2026	$	10,426	9,495
Total active securitizations						36,099								38,839
Debt issuance costs						(75		)						(72		)
Total						$	36,024							$	38,767

_________________


(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 which are also ~~VIEs~~variable interest entities 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.

~~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~~notes. At June 30, 2019, the ~~U.S., Europe and Mexico. At September 30, 2017, the par value~~aggregate principal amount of our outstanding unsecured senior notes was ~~$35.2~~$45.0 billion.

We issue other unsecured debt through commercial paper offerings and other bank and non-bank funding sources. At ~~September~~June 30, ~~2017,~~2019, we had ~~$1.3~~$3.4 billion of this type of unsecured debt outstanding.

Support Agreement At ~~September~~June 30, ~~2017,~~2019 and December 31, 2018, our earning assets leverage ratio calculated in accordance with the terms of the Support Agreement was ~~10.23,~~8.62x and 9.05x, and the applicable leverage ratio threshold was ~~11.50.~~11.50x.

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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),~~SEC, including our ~~Annual Report on~~2018 Form ~~10-K for the year ended December 31, 2016.~~10-K. 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;

changes in the automotive industry that result in a change in demand for vehicles and related vehicle financing;

the sufficiency, availability and cost of sources of ~~financing;~~financing, including credit facilities, securitization programs and secured and unsecured debt issuances;

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

the adequacy of our underwriting criteria for loans and leases and the level of net charge-offs, delinquencies and prepayments on the loans and leases we purchase or originate;

the adequacy of our allowance for loan losses on our finance receivables;

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

adverse determinations with respect to the application of existing laws, or the results of any audits from tax authorities, as well as changes in tax laws and regulations, supervision, enforcement and licensing across various jurisdictions;

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

vehicle return rates, our ability to estimate residual value at the inception of a lease and the residual value performance on vehicles we lease;

interest rate fluctuations and certain related derivatives exposure;

foreign currency exchange rate ~~fluctuations;~~

fluctuations and other risks applicable to our ~~financial condition and liquidity, as well as future cash flows and earnings;~~operations outside of the U.S.;

changes ~~in general economic~~to the LIBOR calculation process and ~~business conditions;~~

~~competition;~~potential phasing out of LIBOR;

our ability to effectively manage capital or liquidity consistent with evolving business or operational needs, risk management standards, and regulatory or supervisory requirements;

changes in local, regional, national or international economic, social or political conditions;

our ability to maintain and expand our market share due to competition in the automotive finance industry from a large number of banks, credit unions, independent finance companies and other captive automotive finance subsidiaries;

our ability to secure private customer and employee data or our proprietary information, manage risks related to security breaches and other disruptions to our networks and ~~systems;~~systems and comply with enterprise data regulations in all key market regions; 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~~material changes in our exposure to market risk since December 31, ~~2016.~~2018. Refer to Item 7A - "Quantitative and Qualitative Disclosures About Market Risk" in our ~~2016~~2018 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

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GENERAL MOTORS FINANCIAL COMPANY, INC.

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.

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~~June 30, ~~2017.~~2019. Based on this evaluation required by paragraph (b) of ~~Rule~~Rules 13a-15 ~~and/or~~and 15d-15, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September~~June 30, ~~2017.~~

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

2019.

Changes in Internal Control ~~Over~~over Financial Reporting There ~~have not been any~~were no changes in our internal control over financial reporting during the ~~three months~~quarter ended ~~September~~June 30, ~~2017,~~2019 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, results of 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~~2018 Form 10-K.

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Item 6. Exhibits



~~3.1~~4.1	~~Certificate of Amendment to Amended and Restated Certificate of Formation of~~Thirty–Fifth Supplemental Indenture, dated April 8, 2019, between General Motors Financial Company, Inc.~~, dated September 1, 2017,~~ and Wells Fargo Bank, National Association, as ~~corrected~~trustee, with respect to the 3.550% Senior Notes due 2022, incorporated herein by reference to Exhibit 4.2 to the ~~Certificate of Correction, dated September 7, 2017~~Current Report on Form 8–K, filed on April 8, 2019.	~~Filed Herewith~~Incorporated by Reference

~~3.2~~10.1	~~Statement~~Amended and Restated 364–Day Revolving Credit Agreement, dated as of ~~Resolution Establishing the Designation of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A of~~April 16, 2019, among General Motors Company, General Motors Financial Company, Inc., GM Global Treasury Centre, the subsidiary borrowers from time to time parties thereto, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent, incorporated herein by reference to Exhibit ~~3.1~~10.1 to the Current Report on Form ~~8-K,~~8–K, filed ~~September 20, 2017~~on April 16, 2019.	Incorporated by Reference

31.1	~~Officers' Certifications of Periodic Report pursuant to~~ Section 302 Certification of ~~Sarbanes-Oxley Act of 2002~~the Chief Executive Officer	Filed Herewith

~~32.1~~31.2	~~Officers' Certifications~~Section 302 Certification of ~~Periodic Report pursuant~~the Chief Financial Officer	Filed Herewith

32	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished ~~with~~ ~~this Report~~ Herewith

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~~SIGNATURES

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~~August 1, 2019	By:	/S~~/ CHRIS~~ ~~A. CHOATE~~ S/ SUSAN B. SHEFFIELD
			~~(Signature)~~
			~~Chris A. Choate~~Susan B. Sheffield
			Executive Vice President and
			Chief Financial Officer

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	Three Months Ended September 30, 2017
	North America		International		Total
Total revenue	$	2,868	$	293	$	3,161
Operating expenses	265		81		346
Leased vehicle expenses	1,662		8		1,670
Provision for loan losses	177		27		204
Interest expense	536		136		672
Equity income	—		41		41
Income from continuing operations before income taxes	$	228	$	82	$	310



	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



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	3,546		$	430		$	—		$	3,976
Finance receivables, net	—			10,097			30,767			—			40,864
Leased vehicles, net	—			—			41,775			—			41,775
Goodwill	1,095			—			106			—			1,201
Equity in net assets of non-consolidated affiliate	—			—			1,119			—			1,119
Related party receivables	—			38			301			—			339
Other assets	855			1,230			3,933			(1,251		)	4,767
Assets held for sale	—			—			12,095			(1		)	12,094
Due from affiliates	32,762			19,467			—			(52,229		)	—
Investment in affiliates	10,177			5,610			—			(15,787		)	—
Total assets	$	44,889		$	39,988		$	90,526		$	(69,268	)	$	106,135
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt	$	—		$	—		$	41,177		$	(402	)	$	40,775
Unsecured debt	34,047			—			4,216			—			38,263
Deferred income	—			—			3,066			—			3,066
Related party payables	2			—			251			—			253
Other liabilities	369			772			2,157			(849		)	2,449
Liabilities held for sale	—			—			10,864			(6		)	10,858
Due to affiliates	—			32,576			19,648			(52,224		)	—
Total liabilities	34,418			33,348			81,379			(53,481		)	95,664
Shareholders' equity
Common stock	—			—			698			(698		)	—
Preferred stock	—			—			—			—			—
Additional paid-in capital	7,514			79			3,450			(3,529		)	7,514
Accumulated other comprehensive loss	(935		)	(107		)	(874		)	981			(935		)
Retained earnings	3,892			6,668			5,873			(12,541		)	3,892
Total shareholders' equity	10,471			6,640			9,147			(15,787		)	10,471
Total liabilities and shareholders' equity	$	44,889		$	39,988		$	90,526		$	(69,268	)	$	106,135