UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


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

For the transition period from ________________ to ________________

Commission file number 1-10667

______________________________________________

General Motors Financial Company, Inc.

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

Not applicable

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

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

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

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

As of ~~October~~April 24, ~~2022,~~2023, 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 are owned by General Motors Holdings 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	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Income (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)	4
	Notes to Condensed Consolidated Financial Statements	5
	Note 1. Summary of Significant Accounting Policies	5
	Note 2. Related Party Transactions	5
	Note 3. Finance Receivables	7
	Note 4. Leased Vehicles	10
	Note 5. Equity in Net Assets of Nonconsolidated Affiliates	10
	Note 6. Debt	1110
	Note 7. Variable Interest Entities and Other Transfers of Finance Receivables	11
	Note 8. Derivative Financial Instruments and Hedging Activities	12
	Note 9. Commitments and Contingencies	14
	Note 10. Shareholders' Equity	15
	Note 11. Income Taxes	15
	Note 12. Segment Reporting	16
	Note 13. Regulatory Capital and Other Regulatory Matters	16
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2826
Item 4.	Controls and Procedures	2826
PART II
Item 1.	Legal Proceedings	2826
Item 1A.	Risk Factors	2826
Item 6.	Exhibits	2827
	Signature	2928

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts) (Unaudited)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	4,079	$	3,948	Cash and cash equivalents	$	4,352	$	4,005
Finance receivables, net of allowance for loan losses $2,086 and $1,886 (Note 3; Note 7 VIEs)		70,845		62,979
Leased vehicles, net (Note 4; Note 7 VIEs)		33,778		37,929
Goodwill		1,168		1,169
Finance receivables, net of allowance for loan losses $2,152 and $2,096 (Note 3; Note 7)						Finance receivables, net of allowance for loan losses $2,152 and $2,096 (Note 3; Note 7)	76,178		74,514
Leased vehicles, net (Note 4; Note 7)						Leased vehicles, net (Note 4; Note 7)	31,848		32,701
Goodwill and intangible assets						Goodwill and intangible assets	1,180		1,171
Equity in net assets of nonconsolidated affiliates (Note 5)	Equity in net assets of nonconsolidated affiliates (Note 5)	1,705		1,717		Equity in net assets of nonconsolidated affiliates (Note 5)	1,725		1,665
Related party receivables (Note 2)	Related party receivables (Note 2)	506		301		Related party receivables (Note 2)	639		495
Other assets (Note 7 VIEs)		7,730		5,743
Other assets (Note 7)						Other assets (Note 7)	7,643		7,995
Total assets	Total assets	$	119,811	$	113,786	Total assets	$	123,565	$	122,545
LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY					LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities	Liabilities					Liabilities
Secured debt (Note 6; Note 7 VIEs)		$	40,733	$	39,338
Secured debt (Note 6; Note 7)						Secured debt (Note 6; Note 7)	$	41,253	$	42,131
Unsecured debt (Note 6)	Unsecured debt (Note 6)	53,090		53,223		Unsecured debt (Note 6)	56,814		54,723
Deferred income	Deferred income	2,299		2,551		Deferred income	2,250		2,248
Related party payables (Note 2)	Related party payables (Note 2)	213		313		Related party payables (Note 2)	457		115
Other liabilities	Other liabilities	8,384		4,567		Other liabilities	7,590		8,318
Total liabilities	Total liabilities	104,720		99,992		Total liabilities	108,364		107,535
Commitments and contingencies (Note 9)	Commitments and contingencies (Note 9)					Commitments and contingencies (Note 9)
Shareholders' equity (Note 10)	Shareholders' equity (Note 10)					Shareholders' equity (Note 10)
Common stock, $0.0001 par value per share	Common stock, $0.0001 par value per share	—		—		Common stock, $0.0001 par value per share	—		—
Preferred stock, $0.01 par value per share	Preferred stock, $0.01 par value per share	—		—		Preferred stock, $0.01 par value per share	—		—
Additional paid-in capital	Additional paid-in capital	8,723		8,692		Additional paid-in capital	8,749		8,742
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(1,402)		(1,273)		Accumulated other comprehensive income (loss)	(1,323)		(1,373)
Retained earnings	Retained earnings	7,770		6,375		Retained earnings	7,775		7,641
Total shareholders' equity	Total shareholders' equity	15,091		13,794		Total shareholders' equity	15,201		15,010
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	119,811	$	113,786	Total liabilities and shareholders' equity	$	123,565	$	122,545

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions) (Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Revenue	Revenue									Revenue
Finance charge income	Finance charge income	$	1,158	$	1,035	$	3,230	$	3,087	Finance charge income		$	1,368	$	1,010
Leased vehicle income	Leased vehicle income	1,912		2,246		5,967		6,871		Leased vehicle income		1,818		2,066
Other income	Other income	118		73		292		229		Other income		156		80
Total revenue	Total revenue	3,187		3,354		9,489		10,187		Total revenue		3,343		3,156
Costs and expenses	Costs and expenses									Costs and expenses
Operating expenses	Operating expenses	436		381		1,202		1,170		Operating expenses		442		372
Leased vehicle expenses	Leased vehicle expenses	939		1,088		2,650		3,157		Leased vehicle expenses		1,039		855
Provision for loan losses (Note 3)	Provision for loan losses (Note 3)	180		141		500		174		Provision for loan losses (Note 3)		131		122
Interest expense	Interest expense	764		704		1,984		1,987		Interest expense		1,000		577
Total costs and expenses	Total costs and expenses	2,320		2,314		6,336		6,488		Total costs and expenses		2,613		1,926
Equity income (Note 5)	Equity income (Note 5)	44		53		148		157		Equity income (Note 5)		41		54
Income before income taxes	Income before income taxes	911		1,093		3,301		3,856		Income before income taxes		771		1,284
Income tax provision (Note 11)	Income tax provision (Note 11)	223		271		822		976		Income tax provision (Note 11)		186		322
Net income (loss)	Net income (loss)	688		822		2,479		2,880		Net income (loss)		584		962
Less: cumulative dividends on preferred stock	Less: cumulative dividends on preferred stock	30		30		89		89		Less: cumulative dividends on preferred stock		30		30
Net income (loss) attributable to common shareholder	Net income (loss) attributable to common shareholder	$	659	$	792	$	2,390	$	2,791	Net income (loss) attributable to common shareholder		$	555	$	932

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Net income (loss)	Net income (loss)	$	688	$	822	$	2,479	$	2,880	Net income (loss)		$	584	$	962
Other comprehensive income (loss), net of tax (Note 10)	Other comprehensive income (loss), net of tax (Note 10)									Other comprehensive income (loss), net of tax (Note 10)
Unrealized gain (loss) on hedges, net of income tax (expense) benefit of $—, $(3),$(37),$(18)		(1)		8		114		50
Unrealized gain (loss) on hedges, net of income tax (expense) benefit of $17, $(31)										Unrealized gain (loss) on hedges, net of income tax (expense) benefit of $17, $(31)		(52)		95
Foreign currency translation adjustment	Foreign currency translation adjustment	(175)		(105)		(244)		(44)		Foreign currency translation adjustment		102		144
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(176)		(97)		(130)		6		Other comprehensive income (loss), net of tax		49		238
Comprehensive income (loss)	Comprehensive income (loss)	$	512	$	725	$	2,349	$	2,886	Comprehensive income (loss)		$	633	$	1,200

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In millions) (Unaudited)


		Common Stock		Preferred Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders' Equity
Balance at January 1, 2021		$	—	$	—	$	8,642	$	(1,309)	$	6,265	$	13,598
Net income (loss)		—		—		—		—		878		878
Other comprehensive income (loss)		—		—		—		(23)		—		(23)
Stock-based compensation		—		—		8		—		—		8
Dividends paid (Note 10)		—		—		—		—		(661)		(661)
Balance at March 31, 2021		—		—		8,650		(1,332)		6,482		13,800
Net income (loss)		—		—		—		—		1,180		1,180
Other comprehensive income (loss)		—		—		—		126		—		126
Stock-based compensation		—		—		18		—		—		18
Dividends paid (Note 10)		—		—		—		—		(600)		(600)
Dividends declared on preferred stock (Note 10)		—		—		—		—		(59)		(59)
Balance at June 30, 2021		—		—		8,668		(1,206)		7,003		14,465
Net income (loss)		—		—		—		—		822		822
Other comprehensive income (loss)		—		—		—		(97)		—		(97)
Stock based compensation		—		—		10		—		—		10
Dividends paid (Note 10)		—		—		—		—		(600)		(600)
Balance at September 30, 2021		$	—	$	—	$	8,678	$	(1,303)	$	7,225	$	14,600
															Common Stock		Preferred Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders' Equity
Balance at January 1, 2022	Balance at January 1, 2022	$	—	$	—	$	8,692	$	(1,273)	$	6,375	$	13,794	Balance at January 1, 2022	$	—	$	—	$	8,692	$	(1,273)	$	6,375	$	13,794
Net income (loss)	Net income (loss)	—		—		—		—		962		962		Net income (loss)	—		—		—		—		962		962
Other comprehensive income (loss)	Other comprehensive income (loss)	—		—		—		238		—		238		Other comprehensive income (loss)	—		—		—		238		—		238
Stock-based compensation	Stock-based compensation	—		—		10		—		—		10		Stock-based compensation	—		—		10		—		—		10
Balance at March 31, 2022	Balance at March 31, 2022	—		—		8,701		(1,034)		7,337		15,004		Balance at March 31, 2022	$	—	$	—	$	8,701	$	(1,034)	$	7,337	$	15,004

Balance at January 1, 2023														Balance at January 1, 2023	$	—	$	—	$	8,742	$	(1,373)	$	7,641	$	15,010
Net income (loss)	Net income (loss)	—		—		—		—		829		829		Net income (loss)	—		—		—		—		584		584
Other comprehensive income (loss)	Other comprehensive income (loss)	—		—		—		(192)		—		(192)		Other comprehensive income (loss)	—		—		—		49		—		49
Stock-based compensation	Stock-based compensation	—		—		11		—		—		11		Stock-based compensation	—		—		7		—		—		7
Dividends paid (Note 10)	Dividends paid (Note 10)	—		—		—		—		(750)		(750)		Dividends paid (Note 10)	—		—		—		—		(450)		(450)
Dividends declared on preferred stock (Note 10)		—		—		—		—		(59)		(59)
Balance at June 30, 2022		—		—		8,713		(1,226)		7,357		14,844
Net income (loss)		—		—		—		—		688		688
Other comprehensive income (loss)		—		—		—		(176)		—		(176)
Stock based compensation		—		—		10		—		—		10
Dividends paid (Note 10)		—		—		—		—		(275)		(275)
Balance at September 30, 2022		$	—	$	—	$	8,723	$	(1,402)	$	7,770	$	15,091
Balance at March 31, 2023														Balance at March 31, 2023	$	—	$	—	$	8,749	$	(1,323)	$	7,775	$	15,201

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

Amounts may not add due to rounding.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)

Nine Months Ended September 30,
2022 2021
Cash flows from operating activities
Net income (loss) $ 2,479 $ 2,880
Depreciation and amortization 3,801 4,934
Accretion and amortization of loan and leasing fees (950) (1,144)
Undistributed earnings of nonconsolidated affiliates, net (122) (157)
Provision for loan losses 500 174
Deferred income taxes 353 137
Stock-based compensation expense 32 37
Gain on termination of leased vehicles (990) (1,616)
Loss on extinguishment of debt — 105
Other operating activities (116) 120
Changes in assets and liabilities:
Other assets (1,298) 207
Other liabilities 259 (256)
Related party payables (118) 208
Net cash provided by (used in) operating activities 3,829 5,629
Cash flows from investing activities
Purchases of retail finance receivables, net (26,557) (25,471)
Principal collections and recoveries on retail finance receivables 20,604 18,788
Net collections (funding) of commercial finance receivables (2,655) 4,658
Purchases of leased vehicles, net (9,062) (16,698)
Proceeds from termination of leased vehicles 11,052 15,513
Capital contribution to nonconsolidated affiliates (26) —
Other investing activities (83) (33)
Net cash provided by (used in) investing activities (6,726) (3,243)
Cash flows from financing activities
Net change in debt (original maturities less than three months) 1,189 3,205
Borrowings and issuances of secured debt 23,385 21,745
Payments on secured debt (21,927) (23,635)
Borrowings and issuances of unsecured debt 10,420 12,731
Payments on unsecured debt (9,409) (11,956)
Extinguishment of debt — (1,605)
Debt issuance costs (106) (133)
Dividends paid (1,144) (1,920)
Net cash provided by (used in) financing activities 2,408 (1,568)
Net increase (decrease) in cash, cash equivalents and restricted cash (488) 818
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (11) (43)
Cash, cash equivalents and restricted cash at beginning of period 7,183 8,126
Cash, cash equivalents and restricted cash at end of period $ 6,684 $ 8,901


	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities
Net income (loss)	$	584	$	962
Depreciation and amortization	1,316		1,275
Accretion and amortization of loan and leasing fees	(315)		(292)
Undistributed earnings of nonconsolidated affiliates, net	(41)		(54)
Provision for loan losses	131		122
Deferred income taxes	(233)		306
Gain on termination of leased vehicles	(206)		(369)
Other operating activities	(67)		(92)
Changes in assets and liabilities:
Other assets	141		(381)
Other liabilities	38		(144)
Related party payables	375		(85)
Net cash provided by (used in) operating activities	1,724		1,248
Cash flows from investing activities
Purchases and funding of finance receivables, net	(9,105)		(8,144)
Principal collections and recoveries on finance receivables	6,774		6,904
Net change in floorplan and other short-duration receivables	734		(541)
Purchases of leased vehicles, net	(3,154)		(2,990)
Proceeds from termination of leased vehicles	3,264		3,732
Other investing activities	(6)		(10)
Net cash provided by (used in) investing activities	(1,493)		(1,048)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	(143)		712
Borrowings and issuances of secured debt	6,960		6,332
Payments on secured debt	(7,920)		(8,367)
Borrowings and issuances of unsecured debt	4,526		4,352
Payments on unsecured debt	(2,670)		(2,416)
Debt issuance costs	(31)		(37)
Dividends paid	(509)		(59)
Net cash provided by (used in) financing activities	213		517
Net increase (decrease) in cash, cash equivalents and restricted cash	443		717
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	29		53
Cash, cash equivalents and restricted cash at beginning of period	6,676		7,183
Cash, cash equivalents and restricted cash at end of period	$	7,148	$	7,953

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


	~~September 30, 2022~~March 31, 2023
Cash and cash equivalents	$	~~4,079~~4,352
Restricted cash included in other assets	~~2,605~~2,796
Total	$	~~6,684~~7,148

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

Amounts may not add due to rounding.

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

The consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles (GAAP) in the U.S. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, as filed with the Securities and Exchange Commission on ~~February 2, 2022 (2021~~January 31, 2023 (2022 Form 10-K). Except as otherwise specified, dollar amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding.

The condensed consolidated financial statements at ~~September 30, 2022,~~March 31, 2023, and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ 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. The condensed consolidated balance sheet at December 31, ~~2021~~2022 was derived from audited annual financial statements.

Segment Information We are the wholly-owned captive finance subsidiary of 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: North America ~~(the North~~(North America Segment) and International ~~(the International~~(International Segment). Our North America Segment includes operations in the U.S. and Canada. Our International Segment includes operations in Brazil, Chile, Colombia, Mexico and Peru, as well as our equity investments in joint ventures in China.

Recently Adopted Accounting Standards ~~Not Yet Adopted~~ In March 2022, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" (ASU 2022-02), which eliminates the accounting guidance for troubled debt restructurings (TDRs) ~~by creditors that have adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments."~~and enhances certain disclosure requirements. We adopted ASU ~~2016-13~~2022-02 on a modified retrospective basis on January 1, ~~2020. ASU 2022-02 enhances disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, ASU 2022-02 amends~~2023. The impact of the ~~guidance on vintage disclosures to require entities to disclose current-period gross write-offs by year of origination.~~

For entities that have adopted ASU 2016-13, ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted if an entity has adopted ASU 2016-13.

~~The~~ adoption of ASU 2022-02 ~~is not expected~~was insignificant. Refer to ~~have a material impact on our consolidated financial statements.~~Note 3 for additional information.

Note 2. Related Party Transactions

We offer loan and lease finance products through GM-franchised dealers to customers purchasing new vehicles manufactured by GM and certain used vehicles and make commercial loans directly to GM-franchised dealers and their affiliates. We also offer commercial loans to dealers that are consolidated by GM and those balances are included in 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 interest payments on certain commercial loans we make to GM-franchised dealers. We received subvention payments from GM of ~~$732~~$749 million and ~~$828~~$439 million for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021, and $1.7 billion and $2.9 billion for the nine months ended September 30, 2022 and 2021.~~2022. Subvention due from GM is recorded as a related party ~~receivables.~~receivable.

Amounts due to GM for commercial finance receivables originated but not yet funded are recorded as a related party payable.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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

Cruise is the GM global segment responsible for the development and commercialization of autonomous vehicle technology. We have a multi-year credit agreement with Cruise whereby we may provide advances to Cruise, ~~up to an aggregate of $5.0 billion,~~ over time, through 2024, to fund the purchase of autonomous vehicles from GM. At March 31, 2023 and December 31, 2022, Cruise had $151 million and $113 million of borrowings outstanding and access to an additional $4.5 billion in advances under the credit agreement. Amounts due from Cruise are included in finance receivables, net.

We are included in GM's consolidated U.S. federal income tax returns and certain U.S. state returns, and we are obligated to pay GM for our share of tax liabilities. During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, no payments were made to GM for state and federal income taxes. During the three months ended March 31, 2022, we made payments of ~~$508~~$89 million to GM for state and federal income taxes related to the years ~~2020 through 2022.~~2021 and 2020. Amounts owed to GM for income taxes are recorded as a related party payable.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables present related party transactions:


Balance Sheet Data	Balance Sheet Data	September 30, 2022		December 31, 2021		Balance Sheet Data	March 31, 2023		December 31, 2022
Commercial finance receivables, net due from dealers consolidated by GM	Commercial finance receivables, net due from dealers consolidated by GM	$	177	$	163	Commercial finance receivables, net due from dealers consolidated by GM	$	163	$	187
Cruise receivables	Cruise receivables	$	68	$	—	Cruise receivables	$	151	$	113
Subvention receivable	Subvention receivable	$	480	$	282	Subvention receivable	$	594	$	469
Commercial loan funding payable	Commercial loan funding payable	$	45	$	26	Commercial loan funding payable	$	72	$	105
Taxes payable	Taxes payable	$	166	$	282	Taxes payable	$	374	$	8


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
Income Statement Data	Income Statement Data	2022		2021		2022		2021		Income Statement Data		2023		2022
Interest subvention earned on retail finance receivables(a)	Interest subvention earned on retail finance receivables(a)	$	242	$	205	$	674	$	588	Interest subvention earned on retail finance receivables(a)		$	257	$	210
Interest subvention earned on commercial finance receivables(a)	Interest subvention earned on commercial finance receivables(a)	$	17	$	6	$	41	$	22	Interest subvention earned on commercial finance receivables(a)		$	22	$	10
Leased vehicle subvention earned(b)	Leased vehicle subvention earned(b)	$	456	$	670	$	1,503	$	2,095	Leased vehicle subvention earned(b)		$	393	$	547

_________________

(a)Included in finance charge income.

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

Under the support agreement with GM (the Support Agreement), if our earning assets leverage ratio at the end of any calendar quarter exceeds the applicable threshold set in the Support Agreement, we may require GM to provide funding sufficient to bring our earning assets leverage ratio within the applicable threshold. In determining our earning assets leverage ratio (net earning assets divided by adjusted equity) under the Support Agreement, net earning assets means our finance receivables, net, plus leased vehicles, net, and adjusted equity means our equity, net of goodwill and inclusive of outstanding junior subordinated debt, as each may be adjusted for derivative accounting from time to time.

Additionally, the Support Agreement provides that GM will own all of our outstanding voting shares as long as we have any unsecured debt securities outstanding. GM also agrees to certain provisions in the Support Agreement intended to ensure we maintain adequate access to liquidity. Pursuant to these provisions, GM provides us with a $1.0 billion junior subordinated unsecured intercompany revolving credit facility, and GM will use commercially reasonable efforts to ensure that we will continue to be designated as a subsidiary borrower under GM's corporate revolving credit facilities. We have access, subject to available capacity, to ~~$15.5~~$14.1 billion of GM's unsecured revolving credit facilities consisting of a ~~three-year, $4.3~~five-year, $10.0 billion facility and a ~~five-year, $11.2~~three-year, $4.1 billion facility. We also have exclusive access to GM's $2.0 billion 364-day revolving credit facility (GM Revolving 364-day Credit Facility). We had no borrowings outstanding under any of the GM revolving credit facilities at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~ 2022.

In ~~April 2022,~~March 2023, GM renewed and reduced the total borrowing capacity of the five-year, $11.2 billion facility to $10.0 billion, which now matures on March 31, 2028. GM also renewed and reduced the total borrowing capacity of the three-year, $4.3 billion facility to $4.1 billion, which now matures on March 31, 2026, and renewed the GM Revolving ~~364-Day~~364-day Credit Facility, which now matures on ~~April 4, 2023.~~

March 30, 2024.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 3. Finance Receivables


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Retail finance receivables	Retail finance receivables					Retail finance receivables
Retail finance receivables, net of fees(a)	Retail finance receivables, net of fees(a)	$	63,461	$	58,093	Retail finance receivables, net of fees(a)	$	67,704	$	65,322
Less: allowance for loan losses	Less: allowance for loan losses	(2,044)		(1,839)		Less: allowance for loan losses	(2,123)		(2,062)
Total retail finance receivables, net	Total retail finance receivables, net	61,416		56,254		Total retail finance receivables, net	65,581		63,260
Commercial finance receivables	Commercial finance receivables					Commercial finance receivables
Commercial finance receivables, net of fees(b)	Commercial finance receivables, net of fees(b)	9,471		6,772		Commercial finance receivables, net of fees(b)	10,627		11,288
Less: allowance for loan losses	Less: allowance for loan losses	(42)		(47)		Less: allowance for loan losses	(29)		(34)
Total commercial finance receivables, net	Total commercial finance receivables, net	9,429		6,725		Total commercial finance receivables, net	10,597		11,254
Total finance receivables, net	Total finance receivables, net	$	70,845	$	62,979	Total finance receivables, net	$	76,178	$	74,514
Fair value utilizing Level 2 inputs	Fair value utilizing Level 2 inputs	$	9,429	$	6,725	Fair value utilizing Level 2 inputs	$	10,597	$	11,254
Fair value utilizing Level 3 inputs	Fair value utilizing Level 3 inputs	$	59,890	$	57,613	Fair value utilizing Level 3 inputs	$	65,165	$	62,150

________________

(a) Net of unearned income, unamortized premiums and discounts, and deferred fees and costs.

(b) Net of dealer cash management balances of ~~$1.5~~$2.2 billion and ~~$1.0~~$1.9 billion at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

Rollforward of Allowance for Retail Loan Losses A summary of the activity in the allowance for retail loan losses is as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Allowance for retail loan losses beginning balance	Allowance for retail loan losses beginning balance	$	1,987	$	1,805	$	1,839	$	1,915	Allowance for retail loan losses beginning balance		$	2,062	$	1,839
Provision for loan losses	Provision for loan losses	179		146		506		200		Provision for loan losses		137		126
Charge-offs	Charge-offs	(289)		(207)		(811)		(664)		Charge-offs		(322)		(275)
Recoveries	Recoveries	171		133		510		426		Recoveries		186		177
Foreign currency translation		(4)		(14)		—		(14)
Foreign currency translation and other										Foreign currency translation and other		60		18
Allowance for retail loan losses ending balance	Allowance for retail loan losses ending balance	$	2,044	$	1,863	$	2,044	$	1,863	Allowance for retail loan losses ending balance		$	2,123	$	1,884

The allowance for retail loan losses as of percentage of retail finance receivables, net was 3.1% at March 31, 2023 and 3.2% at December 31, 2022.

Retail Credit Quality Our retail finance receivables portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. The following tables are consolidated summaries of the amortized cost of the retail finance receivables by FICO score or its equivalent, determined at origination, for each vintage of the portfolio at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:


		Year of Origination												September 30, 2022					Year of Origination												March 31, 2023
		2022		2021		2020		2019		2018		Prior		Total		Percent			2023		2022		2021		2020		2019		Prior		Total		Percent
Prime - FICO Score 680 and greater	Prime - FICO Score 680 and greater	$	17,901	$	14,587	$	8,858	$	2,614	$	1,272	$	311	$	45,543	71.8	%	Prime - FICO Score 680 and greater	$	6,996	$	20,633	$	12,223	$	7,149	$	1,915	$	914	$	49,829	73.6	%
Near-prime - FICO Score 620 to 679	Near-prime - FICO Score 620 to 679	2,521		2,843		1,653		792		375		147		8,331		13.1		Near-prime - FICO Score 620 to 679	832		3,012		2,389		1,345		599		322		8,498		12.6
Sub-prime - FICO Score less than 620	Sub-prime - FICO Score less than 620	2,615		3,019		1,785		1,195		591		382		9,587		15.1		Sub-prime - FICO Score less than 620	835		3,054		2,525		1,443		916		603		9,377		13.8
Retail finance receivables, net of fees	Retail finance receivables, net of fees	$	23,037	$	20,449	$	12,296	$	4,601	$	2,238	$	840	$	63,461	100.0	%	Retail finance receivables, net of fees	$	8,663	$	26,699	$	17,138	$	9,936	$	3,429	$	1,839	$	67,704	100.0	%


		Year of Origination												December 31, 2021					Year of Origination												December 31, 2022
		2021		2020		2019		2018		2017		Prior		Total		Percent			2022		2021		2020		2019		2018		Prior		Total		Percent
Prime - FICO Score 680 and greater	Prime - FICO Score 680 and greater	$	19,729	$	12,408	$	4,078	$	2,298	$	763	$	143	$	39,419	67.9	%	Prime - FICO Score 680 and greater	$	22,677	$	13,399	$	7,991	$	2,254	$	1,019	$	205	$	47,543	72.8	%
Near-prime - FICO Score 620 to 679	Near-prime - FICO Score 620 to 679	3,856		2,388		1,229		648		274		84		8,479		14.6		Near-prime - FICO Score 620 to 679	3,202		2,601		1,487		688		310		104		8,392		12.8
Sub-prime - FICO Score less than 620	Sub-prime - FICO Score less than 620	4,053		2,528		1,777		972		570		295		10,195		17.5		Sub-prime - FICO Score less than 620	3,211		2,746		1,604		1,051		496		280		9,388		14.4
Retail finance receivables, net of fees	Retail finance receivables, net of fees	$	27,638	$	17,324	$	7,084	$	3,918	$	1,607	$	522	$	58,093	100.0	%	Retail finance receivables, net of fees	$	29,090	$	18,745	$	11,081	$	3,992	$	1,824	$	589	$	65,322	100.0	%

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We review the ongoing 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 the 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 tables are consolidated summaries of the ~~delinquency status of the outstanding~~ amortized cost of retail finance receivables by delinquency status, for each vintage of the portfolio at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, as well as summary totals for ~~September 30, 2021:~~March 31, 2022. The first table also presents our current period charge-offs by vintage:


		Year of Origination												September 30, 2022				September 30, 2021					Year of Origination												March 31, 2023				March 31, 2022
		2022		2021		2020		2019		2018		Prior		Total		Percent		Total		Percent			2023		2022		2021		2020		2019		Prior		Total		Percent		Total		Percent
0 - 30 days	0 - 30 days	$	22,792	$	19,917	$	11,944	$	4,359	$	2,096	$	729	$	61,836	97.4	%	$	56,086	97.7	%	0 - 30 days	$	8,646	$	26,262	$	16,648	$	9,640	$	3,236	$	1,676	$	66,109	97.6	%	$	58,179	97.8	%

31 - 60 days	31 - 60 days	183		381		256		179		106		81		1,185		1.9		989		1.7		31 - 60 days	17		316		363		222		146		124		1,188		1.8		983		1.7
Greater than 60 days	Greater than 60 days	54		133		87		58		33		29		394		0.6		315		0.5		Greater than 60 days	1		104		112		68		43		36		363		0.5		302		0.5
Finance receivables more than 30 days delinquent	Finance receivables more than 30 days delinquent	236		514		343		237		139		109		1,579		2.5		1,304		2.2		Finance receivables more than 30 days delinquent	17		420		475		290		190		160		1,551		2.3		1,285		2.2
In repossession	In repossession	9		18		9		5		3		2		46		0.1		34		0.1		In repossession	—		17		15		6		3		2		44		0.1		39		0.1
Finance receivables more than 30 days delinquent or in repossession	Finance receivables more than 30 days delinquent or in repossession	245		532		352		242		142		111		1,625		2.6		1,338		2.3		Finance receivables more than 30 days delinquent or in repossession	17		437		489		296		193		162		1,595		2.4		1,324		2.2
Retail finance receivables, net of fees	Retail finance receivables, net of fees	$	23,037	$	20,449	$	12,296	$	4,601	$	2,238	$	840	$	63,461	100.0	%	$	57,424	100.0	%	Retail finance receivables, net of fees	$	8,663	$	26,699	$	17,138	$	9,936	$	3,429	$	1,839	$	67,704	100.0	%	$	59,503	100.0	%
Charge-offs for the three months ended March 31, 2023																						Charge-offs for the three months ended March 31, 2023	$	—	$	102	$	108	$	52	$	32	$	28	$	322


		Year of Origination												December 31, 2021					Year of Origination												December 31, 2022
		2021		2020		2019		2018		2017		Prior		Total		Percent			2022		2021		2020		2019		2018		Prior		Total		Percent
0 - 30 days	0 - 30 days	$	27,270	$	16,945	$	6,772	$	3,721	$	1,478	$	440	$	56,626	97.5	%	0 - 30 days	$	28,676	$	18,128	$	10,702	$	3,743	$	1,685	$	493	$	63,426	97.1	%

31 - 60 days	31 - 60 days	273		276		230		147		97		60		1,083		1.8		31 - 60 days	310		452		275		184		103		69		1,393		2.1
Greater than 60 days	Greater than 60 days	83		93		76		46		30		21		349		0.6		Greater than 60 days	93		150		98		62		35		26		465		0.7
Finance receivables more than 30 days delinquent	Finance receivables more than 30 days delinquent	356		369		306		193		127		81		1,432		2.4		Finance receivables more than 30 days delinquent	403		603		373		246		138		95		1,857		2.8
In repossession	In repossession	12		10		6		4		2		1		35		0.1		In repossession	11		14		6		4		2		1		39		0.1
Finance receivables more than 30 days delinquent or in repossession	Finance receivables more than 30 days delinquent or in repossession	368		379		312		197		129		82		1,467		2.5		Finance receivables more than 30 days delinquent or in repossession	414		617		380		249		140		96		1,896		2.9
Retail finance receivables, net of fees	Retail finance receivables, net of fees	$	27,638	$	17,324	$	7,084	$	3,918	$	1,607	$	522	$	58,093	100.0	%	Retail finance receivables, net of fees	$	29,090	$	18,745	$	11,081	$	3,992	$	1,824	$	589	$	65,322	100.0	%

The accrual of finance charge income had been suspended on retail finance receivables with contractual amounts due of ~~$618~~$585 million and ~~$602~~$685 million at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. Accrual of finance charge income on retail finance receivables is generally suspended on accounts that are more than 60 days delinquent, accounts in bankruptcy and accounts in repossession.

~~Impaired Retail Finance Receivables - TDRs~~Loan Modifications ~~The outstanding amortized cost~~Under certain circumstances, we may agree to modify the terms of ~~retail finance receivables~~an existing loan with a borrower for various reasons, including financial difficulties. For those borrowers experiencing financial difficulties, we may provide payment deferments, term extensions or a combination thereof. A loan that ~~are~~is deferred greater than six months in the preceding twelve months would be considered ~~TDRs were $2.0 billion at September 30, 2022~~to be other-than-insignificantly delayed. In such circumstances, we must determine whether the modification should be accounted for as an extinguishment of the original loan and ~~$1.9 billion at December 31, 2021, including nonaccrual loans~~a creation of $217 million at September 30, 2022 and $219 million at December 31, 2021. For definition and additional information on TDRs, see Note 1 in our 2021 Form 10-K. Additional TDR activity is presented below:a new loan, or the continuation of the original loan with modifications.

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Number of loans classified as TDRs during the period 16,745 12,807 41,871 33,227
Outstanding amortized cost of loans classified as TDRs during the period $ 354 $ 250 $ 870 $ 667

The ~~unpaid principal balances, net~~effect of ~~recoveries, of loans charged off during~~these modifications is already included in the ~~reporting period and were within 12 months of being modified as a TDR were insignificant~~allowance for credit losses because our estimated allowance represents currently expected credit losses. A change to the ~~three and nine months ended September 30, 2022 and 2021.~~allowance for credit losses is generally not recorded upon modification.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The amortized cost at March 31, 2023 of the loans modified during the three months ended March 31, 2023 was insignificant. The unpaid principal balances, net of recoveries, of loans charged off during the reporting period that were modified within 12 months preceding default were insignificant for the three months ended March 31, 2023.

Commercial Credit Quality Our commercial finance receivables consist of dealer financings, primarily for dealer inventory purchases. 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.

Our commercial risk model and risk rating categories are as follows:


Dealer Risk Rating						Description
I						Performing accounts with strong to acceptable financial metrics with at least satisfactory capacity to meet financial commitments.
II						Performing accounts experiencing potential weakness in financial metrics and repayment prospects resulting in increased monitoring.
III						Non-Performing accounts with inadequate paying capacity for current obligations and that have the distinct possibility of creating a loss if deficiencies are not corrected.
IV						Non-Performing accounts with inadequate paying capacity for current obligations and inherent weaknesses that make collection or liquidation in full highly questionable or improbable.

Dealers with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of lines of credit and liquidation of assets. The following tables summarize the credit risk profile by dealer risk rating of commercial finance receivables at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:


		Year of Origination														September 30, 2022					Year of Origination														March 31, 2023
Dealer Risk Rating	Dealer Risk Rating	Revolving		2022		2021		2020		2019		2018		Prior		Total		Percent		Dealer Risk Rating	Revolving		2023		2022		2021		2020		2019		Prior		Total		Percent
I	I	$	7,790	$	470	$	373	$	378	$	104	$	47	$	26	$	9,189	97.0	%	I	$	8,936	$	116	$	562	$	341	$	345	$	98	$	49	$	10,446	98.3	%
II	II	199		15		4		—		7		—		—		226		2.4		II	94		—		—		1		—		—		—		96		0.9
III	III	50		—		—		—		5		—		—		55		0.6		III	59		—		15		—		—		10		—		84		0.8
IV	IV	—		—		—		—		—		—		—		—		—		IV	—		—		—		—		—		—		—		—		—
Balance at end of period	Balance at end of period	$	8,039	$	485	$	378	$	378	$	116	$	48	$	27	$	9,471	100.0	%	Balance at end of period	$	9,089	$	116	$	578	$	343	$	345	$	108	$	49	$	10,627	100.0	%


		Year of Origination														December 31, 2021					Year of Origination														December 31, 2022
Dealer Risk Rating	Dealer Risk Rating	Revolving		2021		2020		2019		2018		2017		Prior		Total		Percent		Dealer Risk Rating	Revolving		2022		2021		2020		2019		2018		Prior		Total		Percent
I	I	$	5,296	$	433	$	426	$	131	$	57	$	50	$	10	$	6,403	94.6	%	I	$	9,624	$	566	$	361	$	372	$	102	$	45	$	24	$	11,094	98.3	%
II	II	213		5		16		12		1		10		—		257		3.8		II	89		—		1		—		—		—		—		91		0.8
III	III	81		8		15		2		—		2		4		112		1.6		III	78		15		—		—		10		—		—		104		0.9
IV	IV	—		—		—		—		—		—		—		—		—		IV	—		—		—		—		—		—		—		—		—
Balance at end of period	Balance at end of period	$	5,590	$	446	$	457	$	145	$	58	$	62	$	14	$	6,772	100.0	%	Balance at end of period	$	9,791	$	581	$	363	$	372	$	112	$	45	$	25	$	11,288	100.0	%

Floorplan advances comprise ~~94%~~96% and 97% of the total revolving balances at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. Dealer term loans are presented by year of origination.

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, substantially all of our commercial finance receivables were current with respect to payment status, and activity in the allowance for commercial loan losses was insignificant for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022. There were no commercial finance receivables on nonaccrual status ~~and none were classified as TDRs~~ at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. There were no charge-offs, and no loan modifications were extended to borrowers experiencing financial difficulty for the three months ended March 31, 2023.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 4. Leased Vehicles


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Leased vehicles	Leased vehicles	$	47,637	$	54,821	Leased vehicles	$	44,867	$	46,069
Manufacturer subvention	Manufacturer subvention	(5,555)		(7,398)		Manufacturer subvention	(4,876)		(5,150)
Net capitalized cost	Net capitalized cost	42,082		47,423		Net capitalized cost	39,991		40,919
Less: accumulated depreciation	Less: accumulated depreciation	(8,305)		(9,494)		Less: accumulated depreciation	(8,143)		(8,218)
Leased vehicles, net	Leased vehicles, net	$	33,778	$	37,929	Leased vehicles, net	$	31,848	$	32,701

Depreciation expense related to leased vehicles, net was $1.2 billion ~~and $1.6 billion~~ for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021 and $3.6 billion and $4.8 billion for the nine months ended September 30, 2022 and 2021.~~2022.

The following table summarizes minimum rental payments due to us as lessor under operating leases at ~~September 30, 2022:~~March 31, 2023:

Years Ending December 31,
2022 2023 2024 2025 2026 Thereafter Total
Lease payments under operating leases $ 1,396 $ 4,515 $ 2,373 $ 696 $ 56 $ 1 $ 9,037


	Years Ending December 31,
	2023		2024		2025		2026		2027		Thereafter		Total
Lease payments under operating leases	$	3,807	$	3,293	$	1,505	$	243	$	8	$	—	$	8,855

Note 5. Equity in Net Assets of Nonconsolidated Affiliates

We use the equity method to account for our equity interest in joint ventures. The income of 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 ownership changes in our joint ventures since December 31, ~~2021.~~2022. The following table presents certain aggregated operating data of our joint ventures:

Three Months Ended September 30, Nine Months Ended September 30,
Summarized Operating Data 2022 2021 2022 2021
Finance charge income $ 391 $ 406 $ 1,266 $ 1,254
Income before income taxes $ 168 $ 205 $ 564 $ 599
Net income $ 126 $ 154 $ 424 $ 450

~~In June 2022, we received the remaining dividend payment of $26 million from SAIC-GMAC Automotive Finance Company Limited declared in 2021, and reinvested it in SAIC-GMF Leasing Co. Ltd.~~


	Three Months Ended March 31,
Summarized Operating Data		2023		2022
Finance charge income		$	392	$	451
Income before income taxes		$	155	$	206
Net income		$	116	$	154

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we had undistributed earnings of ~~$889~~$836 million and ~~$740~~$795 million related to our nonconsolidated affiliates.

Note 6. Debt


	March 31, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt
Revolving credit facilities	$	2,839	$	2,839	$	3,931	$	3,931
Securitization notes payable	38,414		37,934		38,200		37,537
Total secured debt	41,253		40,773		42,131		41,467
Unsecured debt
Senior notes	47,939		46,158		46,111		43,676
Credit facilities	1,587		1,563		1,473		1,448
Other unsecured debt	7,287		7,288		7,139		7,146
Total unsecured debt	56,814		55,009		54,723		52,270
Total secured and unsecured debt	$	98,067	$	95,782	$	96,854	$	93,738
Fair value utilizing Level 2 inputs			$	93,799			$	91,545
Fair value utilizing Level 3 inputs			$	1,983			$	2,192

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

~~Note 6. Debt~~

September 30, 2022 December 31, 2021
Carrying Amount Fair Value Carrying Amount Fair Value
Secured debt
Revolving credit facilities $ 3,805 $ 3,804 $ 3,497 $ 3,495
Securitization notes payable 36,929 36,252 35,841 35,906
Total secured debt 40,733 40,056 39,338 39,401
Unsecured debt
Senior notes 44,259 41,251 45,386 46,539
Credit facilities 1,362 1,335 1,229 1,211
Other unsecured debt 7,469 7,470 6,608 6,607
Total unsecured debt 53,090 50,055 53,223 54,357
Total secured and unsecured debt $ 93,823 $ 90,111 $ 92,561 $ 93,758
Fair value utilizing Level 2 inputs $ 88,350 $ 92,250
Fair value utilizing Level 3 inputs $ 1,761 $ 1,508

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

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we renewed credit facilities with a total borrowing capacity of ~~$18.3~~$1.8 billion, and we issued ~~$18.0~~$5.1 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of ~~2.85%~~5.25% and maturity dates ranging from ~~2023~~2027 to ~~2030.~~2032.

Unsecured Debt During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, we issued ~~$7.7~~$3.2 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of ~~3.39%~~5.41% and maturity dates ranging from ~~2024~~2026 to ~~2032.~~2033.

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 debt obligations contain covenants including limitations on our ability to incur certain liens. At ~~September 30, 2022,~~March 31, 2023, we were in compliance with these debt covenants.

Note 7. Variable Interest Entities and Other Transfers of Finance Receivables

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Restricted cash(a)	Restricted cash(a)	$	2,486	$	2,740	Restricted cash(a)	$	2,638	$	2,535
Finance receivables, net of fees	Finance receivables, net of fees	$	36,003	$	31,940	Finance receivables, net of fees	$	38,109	$	38,774
Lease related assets	Lease related assets	$	17,143	$	16,143	Lease related assets	$	16,414	$	18,456
Secured debt	Secured debt	$	40,714	$	39,277	Secured debt	$	41,312	$	42,188

_______________

(a) Included in other assets.

We use SPEs that are considered VIEs to issue variable funding notes to third-party, bank-sponsored warehouse facilities or asset-backed securities to investors in securitization transactions. The debt issued by these VIEs is backed by finance receivables and leasing-related assets transferred to the VIEs. We determined that we are the primary beneficiary of the VIEs because our servicing responsibilities give us the power to direct the activities that most significantly impact the performance of the VIEs and our variable interests in the VIEs give us the obligation to absorb losses and the right to receive residual returns that could potentially be significant. The respective assets of the VIEs serve as the sole source of repayment for the debt issued

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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

by these entities. Investors in the notes issued by the VIEs do not have recourse to us or our other assets, with the exception of customary representation and warranty repurchase provisions and indemnities that we provide as the servicer. We are not required, and do not currently intend, to provide any additional financial support to these VIEs. While these subsidiaries are included in our condensed consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables, lease-related assets and cash held by these subsidiaries are legally owned by them and are not available to our creditors or creditors of our other subsidiaries.

Other Transfers of Finance Receivables Under certain debt agreements, we transfer finance receivables to entities that we do not control through majority voting interest or through contractual arrangements. These transfers do not meet the criteria to be considered sales under GAAP; therefore, the finance receivables and the related debt are included in our condensed consolidated financial statements, similar to the treatment of finance receivables and related debt of our consolidated VIEs. Any collections received on the transferred receivables are available only for the repayment of the related debt. At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021, $167 million and $500 million~~2022, an insignificant amount in finance receivables had been transferred in secured funding arrangements to third-party banks, relating to ~~$84 million and $125 million~~an insignificant amount in secured debt outstanding.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 8. Derivative Financial Instruments and Hedging Activities

We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate risk, primarily by managing the amount, sources, and duration of our assets and liabilities and by using 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 fair value amounts of our derivative financial instruments and the associated notional amounts:


		September 30, 2022						December 31, 2021							March 31, 2023						December 31, 2022
		Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities			Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities
Derivatives designated as hedges	Derivatives designated as hedges													Derivatives designated as hedges
Fair value hedges	Fair value hedges													Fair value hedges
Interest rate swaps	Interest rate swaps	$	20,950	$	—	$	864	$	15,058	$	74	$	88	Interest rate swaps	$	16,559	$	8	$	334	$	19,950	$	—	$	821
Foreign currency swaps		—		—		—		682		—		59

Cash flow hedges	Cash flow hedges													Cash flow hedges
Interest rate swaps	Interest rate swaps	1,117		26		3		611		12		4		Interest rate swaps	1,637		33		3		1,434		34		1
Foreign currency swaps	Foreign currency swaps	6,329		4		1,036		7,419		85		201		Foreign currency swaps	8,013		3		497		6,852		—		586
Derivatives not designated as hedges	Derivatives not designated as hedges													Derivatives not designated as hedges
Interest rate contracts	Interest rate contracts	106,973		2,250		1,965		110,053		846		339		Interest rate contracts	114,353		1,924		2,073		113,975		2,268		1,984
Foreign currency contracts		—		—		—		148		—		—

Total	Total	$	135,369	$	2,280	$	3,867	$	133,971	$	1,017	$	691	Total	$	140,562	$	1,968	$	2,907	$	142,212	$	2,302	$	3,392

The gross amounts of the fair value of our derivative instruments that are classified as assets or liabilities are included in other assets or other liabilities, 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.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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

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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the fair value of derivative instruments that are classified as assets or liabilities available for offset was ~~$1.4~~$1.2 billion and ~~$505 million.~~$1.3 billion. At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we held ~~$471~~$480 million and ~~$376~~$553 million of collateral from counterparties that was available for netting against our asset positions. At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we had ~~$1.4~~$1.2 billion and ~~$45 million~~$1.5 billion of collateral posted to counterparties that was available for netting against our liability positions.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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)
September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021
Unsecured debt $ 28,299 $ 24,964 $ 801 $ (226)


	Carrying Amount of Hedged Items				Cumulative Amount of Fair Value Hedging Adjustments(a)
	March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Unsecured debt	$	29,257	$	28,319	$	752	$	781

_________________

(a)Includes ~~$55~~$470 million and ~~$246~~$86 million of unamortized ~~gains~~losses remaining on hedged items for which hedge accounting has been discontinued at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

The table below presents the effect of our derivative financial instruments in the condensed consolidated statements of income:


		Three Months Ended September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2022				2021				2022				2021						2023	2022
		Interest Expense(a)		Operating Expenses(b)		Interest Expense(a)		Operating Expenses(b)		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	Fair value hedges																	Fair value hedges
Hedged items - interest rate swaps	Hedged items - interest rate swaps	$	346	$	—	$	69	$	—	$	1,023	$	—	$	314	$	—	Hedged items - interest rate swaps			$	(29)	$	—	$	376	$	—
Interest rate swaps	Interest rate swaps	(341)		—		(56)		—		(963)		—		(273)		—		Interest rate swaps			46		—		(340)		—
Hedged items - foreign currency swaps(c)	Hedged items - foreign currency swaps(c)	—		—		—		16		—		23		—		48		Hedged items - foreign currency swaps(c)			—		—		—		23
Foreign currency swaps	Foreign currency swaps	—		—		(2)		(16)		(2)		(24)		(11)		(44)		Foreign currency swaps			—		—		(2)		(24)
Cash flow hedges	Cash flow hedges																	Cash flow hedges
Interest rate swaps	Interest rate swaps	4		—		(2)		—		9		—		(12)		—		Interest rate swaps			9		—		2		—
Hedged items - foreign currency swaps(c)	Hedged items - foreign currency swaps(c)	—		470		—		166		—		1,129		—		318		Hedged items - foreign currency swaps(c)			—		(136)		—		160
Foreign currency swaps	Foreign currency swaps	(42)		(470)		(33)		(166)		(123)		(1,129)		(93)		(318)		Foreign currency swaps			(37)		136		(38)		(160)
Derivatives not designated as hedges	Derivatives not designated as hedges																	Derivatives not designated as hedges
Interest rate contracts	Interest rate contracts	31		—		31		—		59		—		70		—		Interest rate contracts			52		—		—		—
Total income (loss) recognized	Total income (loss) recognized	$	(2)	$	—	$	7	$	—	$	4	$	—	$	(5)	$	4	Total income (loss) recognized			$	40	$	—	$	(2)	$	—

_________________

(a)Total interest expense was ~~$764 million~~$1.0 billion and ~~$704~~$577 million for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021, and $2.0 billion for the nine months ended September 30, 2022 and 2021.~~2022.

(b)Total operating expenses were ~~$436~~$442 million and ~~$381~~$372 million for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021, and $1.2 billion for the nine months ended September 30, 2022 and 2021.~~2022.

(c)Transaction activity recorded in operating expenses related to foreign currency-denominated loans.

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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 Income (Loss)										Gains (Losses) Recognized In Accumulated Other Comprehensive Income (Loss)
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Fair value hedges	Fair value hedges									Fair value hedges
Foreign currency swaps	Foreign currency swaps	$	—	$	(1)	$	(2)	$	(5)	Foreign currency swaps		$	—	$	(2)
Cash flow hedges	Cash flow hedges									Cash flow hedges
Interest rate swaps	Interest rate swaps	(1)		4		9		10		Interest rate swaps		1		4
Foreign currency swaps	Foreign currency swaps	(383)		(147)		(832)		(278)		Foreign currency swaps		29		(57)
Total	Total	$	(384)	$	(144)	$	(825)	$	(273)	Total		$	30	$	(55)


		(Gains) Losses Reclassified From Accumulated Other Comprehensive Income (Loss) Into Income (Loss)										(Gains) Losses Reclassified From Accumulated Other Comprehensive Income (Loss) Into Income (Loss)
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Fair value hedges	Fair value hedges									Fair value hedges
Foreign currency swaps	Foreign currency swaps	$	—	$	1	$	2	$	5	Foreign currency swaps		$	—	$	2
Cash flow hedges	Cash flow hedges									Cash flow hedges
Interest rate swaps	Interest rate swaps	(3)		2		(6)		9		Interest rate swaps		(7)		(1)
Foreign currency swaps	Foreign currency swaps	386		149		944		309		Foreign currency swaps		(76)		149
Total	Total	$	383	$	152	$	940	$	323	Total		$	(82)	$	150

All amounts reclassified from accumulated other comprehensive income (loss) were recorded to interest expense. During the next 12 months, we estimate ~~an insignificant amount of~~$33 million in losses will be reclassified into pre-tax earnings from derivatives designated for hedge accounting.

Note 9. Commitments and Contingencies

Legal Proceedings We are subject to various pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas and enforcement proceedings. Some litigation against us could take the form of class actions. The outcome of these proceedings is inherently uncertain, and 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.

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 has been incurred and the amount of the loss can be reasonably estimated. The actual costs of resolving legal matters may be higher or lower than any amounts reserved for these matters. At ~~September 30, 2022,~~March 31, 2023, we estimated our reasonably possible legal exposure for unfavorable outcomes isto be approximately ~~$169~~$168 million, and we have accrued ~~$145~~$143 million.

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

In evaluating indirect tax matters, we take into consideration factors such as our historical experience with matters of similar nature, specific facts and circumstances, and the likelihood of prevailing. We reevaluate and update our accruals as matters progress over time, 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 ~~$64~~$79 million at ~~September 30, 2022.~~March 31, 2023.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 10. Shareholders' Equity

September 30, 2022

December 31, 2021

March 31, 2023

December 31, 2022

Common Stock

Number of shares authorized

10,000,000

Number of shares authorized

10,000,000

Number of shares issued and outstanding

5,050,000

Number of shares issued and outstanding

5,050,000

During the ~~nine~~three months ended ~~September 30, 2022 and 2021,~~March 31, 2023, our Board of Directors declared and paid dividends of ~~$1.0 billion and $1.8 billion~~$450 million on our common stock to General Motors Holdings LLC.


		September 30, 2022	December 31, 2021		March 31, 2023	December 31, 2022
Preferred Stock	Preferred Stock			Preferred Stock
Number of shares authorized	Number of shares authorized	250,000,000	250,000,000	Number of shares authorized	250,000,000	250,000,000
Number of shares issued and outstanding	Number of shares issued and outstanding			Number of shares issued and outstanding
Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A (Series A Preferred Stock)	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 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)	Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series B (Series B Preferred Stock)	500,000	500,000	Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series B (Series B Preferred Stock)	500,000	500,000
Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series C (Series C Preferred Stock)	Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series C (Series C Preferred Stock)	500,000	500,000	Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series C (Series C Preferred Stock)	500,000	500,000

During both the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, we paid dividends of ~~$58~~$29 million to holders of record of our Series A Preferred Stock, ~~$32~~$16 million to holders of record of our Series B Preferred Stock, and $29 million to holders of record of our Series C Preferred Stock. During the nine months ended September 30, 2021, we paid dividends of $58 million to holders of record of our Series A Preferred Stock, $32 million to holders of record of our Series B Preferred Stock, and $30$14 million to holders of record of our Series C Preferred Stock.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Unrealized gain (loss) on hedges	Unrealized gain (loss) on hedges									Unrealized gain (loss) on hedges
Beginning balance	Beginning balance	$	39	$	(115)	$	(77)	$	(157)	Beginning balance		$	(21)	$	(77)
Change in value of hedges, net of tax	Change in value of hedges, net of tax	(1)		8		114		50		Change in value of hedges, net of tax		(52)		95
Ending balance	Ending balance	38		(107)		38		(107)		Ending balance		(73)		19
Defined benefit plans	Defined benefit plans									Defined benefit plans
Beginning balance	Beginning balance	—		1		1		1		Beginning balance		1		1
Unrealized gain (loss) on subsidiary pension, net of tax	Unrealized gain (loss) on subsidiary pension, net of tax	—		—		—		—		Unrealized gain (loss) on subsidiary pension, net of tax		—		—
Ending balance	Ending balance	—		1		—		1		Ending balance		1		—
Foreign currency translation adjustment	Foreign currency translation adjustment									Foreign currency translation adjustment
Beginning balance	Beginning balance	(1,265)		(1,092)		(1,197)		(1,153)		Beginning balance		(1,352)		(1,197)
Translation gain (loss), net of tax	Translation gain (loss), net of tax	(175)		(105)		(244)		(44)		Translation gain (loss), net of tax		102		144
Ending balance	Ending balance	(1,441)		(1,197)		(1,441)		(1,197)		Ending balance		(1,251)		(1,053)
Total accumulated other comprehensive income (loss)	Total accumulated other comprehensive income (loss)	$	(1,402)	$	(1,303)	$	(1,402)	$	(1,303)	Total accumulated other comprehensive income (loss)		$	(1,323)	$	(1,034)

Note 11. Income Taxes

We are included in GM’s consolidated U.S. federal income tax return and 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 our financial statements as if we filed our own tax returns in each jurisdiction. Refer to Note 2 for further information on related party taxes payable.

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 12. Segment Reporting

Our chief operating decision maker evaluates the operating results and performance of our business based on our North America and International Segments. The management of each segment is responsible for executing our strategies. ~~The following tables summarize key~~Key operating data for our operating ~~segments:~~segments were as follows:


		Three Months Ended September 30, 2022						Three Months Ended September 30, 2021							Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
		North America		International		Total		North America		International		Total			North America		International		Total		North America		International		Total
Total revenue	Total revenue	$	2,939	$	248	$	3,187	$	3,128	$	226	$	3,354	Total revenue	$	3,049	$	294	$	3,343	$	2,930	$	226	$	3,156
Operating expenses	Operating expenses	352		84		436		299		82		381		Operating expenses	358		84		442		303		69		372
Leased vehicle expenses	Leased vehicle expenses	926		14		939		1,076		12		1,088		Leased vehicle expenses	1,022		17		1,039		842		13		855
Provision for loan losses	Provision for loan losses	148		32		180		126		15		141		Provision for loan losses	114		17		131		98		24		122
Interest expense	Interest expense	671		93		764		645		59		704		Interest expense	877		123		1,000		507		70		577
Equity income	Equity income	—		44		44		—		53		53		Equity income	—		41		41		—		54		54
Income before income taxes	Income before income taxes	$	842	$	68	$	911	$	982	$	111	$	1,093	Income before income taxes	$	677	$	94	$	771	$	1,179	$	105	$	1,284

Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021
North
America International Total North
America International Total
Total revenue $ 8,773 $ 716 $ 9,489 $ 9,487 $ 700 $ 10,187
Operating expenses 970 232 1,202 940 230 1,170
Leased vehicle expenses 2,610 40 2,650 3,120 37 3,157
Provision for loan losses 416 84 500 118 56 174
Interest expense 1,738 246 1,984 1,812 175 1,987
Equity income — 148 148 — 157 157
Income before income taxes $ 3,039 $ 262 $ 3,301 $ 3,497 $ 359 $ 3,856


		September 30, 2022						December 31, 2021							March 31, 2023						December 31, 2022
		North America		International		Total		North America		International		Total			North America		International		Total		North America		International		Total
Finance receivables, net	Finance receivables, net	$	66,420	$	4,425	$	70,845	$	58,883	$	4,096	$	62,979	Finance receivables, net	$	70,940	$	5,238	$	76,178	$	69,705	$	4,809	$	74,514
Leased vehicles, net	Leased vehicles, net	$	33,558	$	219	$	33,778	$	37,741	$	188	$	37,929	Leased vehicles, net	$	31,566	$	282	$	31,848	$	32,454	$	247	$	32,701
Total assets	Total assets	$	112,375	$	7,436	$	119,811	$	106,572	$	7,214	$	113,786	Total assets	$	115,050	$	8,515	$	123,565	$	114,612	$	7,934	$	122,545

Note 13. Regulatory Capital and 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 ~~$5.3~~$6.2 billion and ~~$5.1~~$5.8 billion at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

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

Forward-looking statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations (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 Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, as filed with the Securities and Exchange Commission (SEC) on ~~February 2, 2022 (2021~~January 31, 2023 (2022 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 ~~2021~~2022 Form 10-K.

Except as otherwise specified, dollar amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding. Average balances are calculated using daily balances, where available. Otherwise, average balances are calculated using monthly balances.

Overview

We continue to monitor the ~~impact of the COVID-19 pandemic, government actions and measures taken to prevent its spread, and the potential to affect our operations, particularly in China. We are also monitoring the~~ current global economic environment, including ~~specifically, the~~ inflationary pressures ~~in the U.S.~~ and the macroeconomic impact of the conflict in Ukraine, and any resulting impacts on our financial position, liquidity and results of operations. Refer to the "Risk Factors" section of our ~~2021~~2022 Form 10-K for additional information.

On August 16, 2022, the Inflation Reduction Act of 2022 (the ~~“Act”)~~Act) was signed into law. The Act ~~modifies~~modified climate and clean energy ~~corporate~~ tax provisions, including ~~amendments to~~ the consumer credit for electric vehicle ~~consumer tax credit available under current tax law. New~~(EV) purchases, and added new tax credits for commercial ~~electric vehicle purchases are included in~~EV purchases. We expect to generate commercial EV tax credits, and we continue to evaluate the Act effective beginning in 2023. The Act also implements a new 15% corporate minimum tax based on modified U.S. financial statement net income that is effective beginning in 2023. We are evaluating the potential impact of the tax credits ~~and corporate minimum tax requirement~~ on our financial position and results ~~including our net earnings and cash flow.~~of operations.

Results of Operations

Key Drivers Income before income taxes for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 decreased to ~~$3.3~~$0.8 billion from ~~$3.9~~$1.3 billion for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. Key drivers of the change include the following:

•Leased vehicle income decreased ~~$904~~$248 million primarily due to a decrease in the average balance of the leased vehicles portfolio.

•~~Leased vehicle expenses decreased $507~~Finance charge income on retail finance receivables increased $222 million ~~primarily~~ due to ~~a $1.1 billion decrease in depreciation on leased vehicles, resulting from increased residual value estimates and a decrease~~growth in the size of the portfolio ~~partially offset by~~and an increase in the effective yield. The effective yield on our retail finance receivables increased primarily due to increased average interest rates on new loan originations, as we pass through increased interest costs in our pricing of new loans.

•Finance charge income on commercial finance receivables increased $136 million due to an increase in the effective yield as a ~~$626~~result of higher benchmark rates, as well as an increase in the size of the portfolio.

•Leased vehicle expenses increased $184 million primarily due to a $163 million decrease in lease termination gains associated with higher leased portfolio net book values at termination and fewer ~~vehicles returned to us for remarketing.~~terminated leases.

•~~Provision for loan losses~~Interest expense increased ~~$326~~$423 million primarily due to ~~a reduction in reserve levels recorded~~an increase in the ~~nine months ended September 30, 2021 as a result~~effective rate of ~~actual~~interest on our debt, resulting from higher benchmark rates and increased credit ~~performance that was better than forecast and favorable expectations for future charge-offs and recoveries,~~spreads, as well as an economic forecast weighted more heavily to a weaker outlook as of September 30, 2022. Purchases of finance receivables increased for the nine months ended September 30, 2022 compared to the same period in 2021; however, the volume impact to provision expense was substantially offset by an improvementincrease in the ~~credit mix~~average debt outstanding.

Table of ~~receivables purchased.~~Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

Non-GAAP ~~Measures~~Measure

Return on Average Common Equity Return on average common equity is a generally accepted accounting principle (GAAP) measure widely used to measure earnings in relation to invested capital. Our return on average common equity decreased to ~~25.3%~~19.6% for the four quarters ended ~~September 30, 2022~~March 31, 2023 from ~~29.5%~~29.8% for the four quarters ended ~~September 30, 2021~~March 31, 2022 primarily due to decreased earnings.

Return on Average Tangible Common Equity We use return on average tangible common equity, a ~~non-generally accepted accounting principle (GAAP)~~non-GAAP measure, to measure our contribution to General Motors Company's (GM) enterprise profitability and cash ~~flow.~~flows. Our return on average tangible common equity decreased to ~~27.9%~~21.5% for the four quarters ended ~~September 30, 2022~~March 31, 2023 from ~~32.7%~~32.9% for the four quarters ended ~~September 30, 2021~~March 31, 2022 primarily due to decreased earnings.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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							Four Quarters Ended
		September 30, 2022			September 30, 2021				March 31, 2023			March 31, 2022
Net income attributable to common shareholder	Net income attributable to common shareholder	$	3,269		$	3,538		Net income attributable to common shareholder	$	2,589		$	3,754

Average equity	Average equity	$	14,871		$	13,974		Average equity	$	15,211		$	14,556
Less: average preferred equity	Less: average preferred equity	(1,969)			(1,969)			Less: average preferred equity	(1,969)			(1,969)
Average common equity	Average common equity	12,902			12,005			Average common equity	13,242			12,587
Less: average goodwill		(1,171)			(1,171)
Less: average goodwill and intangible assets								Less: average goodwill and intangible assets	(1,172)			(1,171)
Average tangible common equity	Average tangible common equity	$	11,731		$	10,834		Average tangible common equity	$	12,069		$	11,415

Return on average common equity	Return on average common equity	25.3		%	29.5		%	Return on average common equity	19.6		%	29.8		%
Return on average tangible common equity	Return on average tangible common equity	27.9		%	32.7		%	Return on average tangible common equity	21.5		%	32.9		%

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~~to our investors.

Three Months Ended ~~September 30, 2022~~March 31, 2023 compared to Three Months Ended ~~September 30, 2021~~March 31, 2022


Average Earning Assets	Average Earning Assets	Three Months Ended September 30,				2022 vs. 2021				Average Earning Assets	Three Months Ended March 31,				2023 vs. 2022
		2022		2021		Amount		Percentage			2023		2022		Amount		Percentage
Average retail finance receivables	Average retail finance receivables	$	62,549	$	57,216	$	5,333	9.3	%	Average retail finance receivables	$	66,614	$	58,827	$	7,787	13.2	%
Average commercial finance receivables	Average commercial finance receivables	8,200		4,994		3,206		64.2	%	Average commercial finance receivables	10,762		6,987		3,775		54.0	%
Average finance receivables	Average finance receivables	70,749		62,210		8,539		13.7	%	Average finance receivables	77,376		65,814		11,562		17.6	%
Average leased vehicles, net	Average leased vehicles, net	34,581		40,255		(5,674)		(14.1)	%	Average leased vehicles, net	32,272		37,249		(4,977)		(13.4)	%
Average earning assets	Average earning assets	$	105,330	$	102,465	$	2,865	2.8	%	Average earning assets	$	109,648	$	103,063	$	6,585	6.4	%

Retail finance receivables purchased	Retail finance receivables purchased	$	9,396	$	7,800	$	1,596	20.5	%	Retail finance receivables purchased	$	9,104	$	8,074	$	1,030	12.8	%

Leased vehicles purchased	Leased vehicles purchased	$	3,503	$	3,849	$	(346)	(9.0)	%	Leased vehicles purchased	$	3,926	$	3,542	$	384	10.8	%

Average retail finance receivables increased primarily due to new loan originations in excess of principal collections and payoffs. Our penetration of GM's retail sales in the U.S. ~~decreased to 42.9%~~was 45.9% and 46.1% for the three months ended ~~September 30, 2022 from 44.3% for the three months ended September 30, 2021, driven by a lower mix of lease financing, partially offset by a higher share of retail loan financing.~~March 31, 2023 and 2022. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.

Average commercial finance receivables increased primarily due to ~~higher floorplan penetration and increased new vehicle inventory, resulting in an increase~~growth in the average amount financed per ~~dealer.~~

~~Leased vehicles purchased decreased primarily due to reduced lease financing incentive levels.~~dealer, resulting from increased new vehicle inventory, as well as higher floorplan penetration.

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GENERAL MOTORS FINANCIAL COMPANY, INC.


Revenue	Revenue	Three Months Ended September 30,						2022 vs. 2021				Revenue	Three Months Ended March 31,						2023 vs. 2022
		2022			2021			Amount		Percentage			2023			2022			Amount		Percentage
Finance charge income	Finance charge income											Finance charge income
Retail finance receivables	Retail finance receivables	$	1,041		$	990		$	51	5.2	%	Retail finance receivables	$	1,167		$	945		$	222	23.5	%
Commercial finance receivables	Commercial finance receivables	$	117		$	45		$	72	160.0	%	Commercial finance receivables	$	201		$	65		$	136	209.2	%
Leased vehicle income	Leased vehicle income	$	1,912		$	2,246		$	(334)	(14.9)	%	Leased vehicle income	$	1,818		$	2,066		$	(248)	(12.0)	%
Other income	Other income	$	118		$	73		$	45	61.6	%	Other income	$	156		$	80		$	76	95.0	%
Equity income	Equity income	$	44		$	53		$	(9)	(17.0)	%	Equity income	$	41		$	54		$	(13)	(24.1)	%
Effective yield - retail finance receivables	Effective yield - retail finance receivables	6.6		%	6.9		%					Effective yield - retail finance receivables	7.1		%	6.5		%
Effective yield - commercial finance receivables	Effective yield - commercial finance receivables	5.7		%	3.6		%					Effective yield - commercial finance receivables	7.6		%	3.8		%

Finance Charge Income - Retail Finance ReceivablesFinance charge income on retail finance receivables increased ~~for the three months ended September 30, 2022 compared to the same period in 2021~~ due to growth in the size of the portfolio, ~~partially offset by a decrease~~and an increase in the effective yield. The effective yield on our retail finance receivables ~~decreased~~increased primarily due to increased ~~lending to borrowers with prime credit.~~average interest rates on new loan originations, as we pass through increased interest costs in our pricing of new loans. The effective yield represents finance charges, rate subvention and fees recorded in earnings during the period as a percentage of average retail finance receivables.

Finance Charge Income - Commercial Finance Receivables Finance charge income on commercial finance receivables increased due to an increase in the ~~size of the portfolio, as well as an increase in the~~ effective yield as a result of higher benchmark ~~rates.~~rates, as well as an increase in the size of the portfolio.

Leased Vehicle Income Leased vehicle income decreased primarily due to a decrease in the average balance of the leased vehicles portfolio.

Other Income Other income increased primarily due to higher investment income resulting from an increase in benchmark interest rates.


Costs and Expenses	Costs and Expenses	Three Months Ended September 30,						2022 vs. 2021				Costs and Expenses	Three Months Ended March 31,						2023 vs. 2022
		2022			2021			Amount		Percentage			2023			2022			Amount		Percentage
Operating expenses	Operating expenses	$	436		$	381		$	55	14.4	%	Operating expenses	$	442		$	372		$	70	18.8	%
Leased vehicle expenses	Leased vehicle expenses	$	939		$	1,088		$	(149)	(13.7)	%	Leased vehicle expenses	$	1,039		$	855		$	184	21.5	%
Provision for loan losses	Provision for loan losses	$	180		$	141		$	39	27.7	%	Provision for loan losses	$	131		$	122		$	9	7.4	%
Interest expense	Interest expense	$	764		$	704		$	60	8.5	%	Interest expense	$	1,000		$	577		$	423	73.3	%
Average debt outstanding	Average debt outstanding	$	93,656		$	94,675		$	(1,019)	(1.1)	%	Average debt outstanding	$	96,880		$	92,802		$	4,078	4.4	%
Effective rate of interest on debt	Effective rate of interest on debt	3.2		%	3.0		%					Effective rate of interest on debt	4.2		%	2.5		%

Operating Expenses Operating expenses as an annualized percentage of average earning assets were 1.6% and 1.5% for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Leased Vehicle Expenses Leased vehicle expenses ~~decreased for the three months ended September 30, 2022 compared to the same period in 2021,~~increased primarily due to a ~~$338 million decrease in depreciation on leased vehicles, resulting from increased residual value estimates and a decrease in the size of the portfolio, partially offset by a $191~~$163 million decrease in lease termination gains associated with higher leased portfolio net book values at termination and fewer ~~vehicles returned to us for remarketing.~~terminated leases.

~~Provision for Loan Losses~~ Interest expense~~The provision for loan losses~~ Interest expense increased primarily due to an increase in ~~retail finance receivables purchased in~~ the ~~three months ended September 30, 2022 compared to the three months ended September 30, 2021, as well as an economic forecast weighted more heavily to a weaker outlook as of September 30, 2022.~~

~~Interest Expense~~ ~~Interest expense increased primarily due to an increased~~ effective rate of interest on our debt, ~~partially offset by a decrease~~resulting from higher benchmark rates and increased credit spreads, as well as an increase in the average debt outstanding.

Taxes Our consolidated effective income tax rate was ~~25.7%~~25.5% and ~~26.1%~~26.2% of income before income taxes and equity income for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022. The decrease in the effective income tax rate is primarily due to a ~~lower percentage of income being taxed at higher rates for~~favorable impact from our ~~other non-U.S. entities included in our effective~~electric vehicle tax ~~rate calculation.~~credit.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

Other Comprehensive Income (Loss)

Unrealized Gain (Loss) on Hedges Unrealized gain (loss) on hedges included in other comprehensive income (loss) were ~~$(1)~~$(52) million and $8$95 million for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~

Unrealized gains and losses on cash flow hedges of our floating rate debt are reclassified into earnings in the same period during which the hedged transactions affect earnings via principal remeasurement or accrual of interest expense.

~~Foreign Currency Translation Adjustment~~ Foreign currency translation adjustments included in other comprehensive income (loss) were $(175) million and $(105) million for the three months ended September 30, 2022 and 2021. Translation adjustments resulted from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changed in relation to international currencies. The foreign currency translation loss for the three months ended September 30, 2022 was primarily due to depreciating values of the Chinese Yuan Renminbi, Canadian Dollar and Brazilian Real in relation to the U.S. Dollar. The foreign currency translation loss for the three months ended September 30, 2021 was primarily due to depreciating values of the Brazilian Real, Canadian Dollar and Mexican Peso in relation to the U.S. Dollar.

~~Nine Months Ended September 30, 2022 compared to Nine Months Ended September 30, 2021~~

Average Earning Assets Nine Months Ended September 30, 2022 vs. 2021
2022 2021 Amount Percentage
Average retail finance receivables $ 60,614 $ 54,962 $ 5,652 10.3 %
Average commercial finance receivables 7,655 6,436 1,219 18.9 %
Average finance receivables 68,269 61,398 6,871 11.2 %
Average leased vehicles, net 35,943 40,266 (4,324) (10.7) %
Average earning assets $ 104,212 $ 101,664 $ 2,548 2.5 %
Retail finance receivables purchased $ 26,431 $ 25,163 $ 1,268 5.0 %
Leased vehicles purchased $ 10,915 $ 15,482 $ (4,567) (29.5) %

Average retail finance receivables increased primarily due to new loan originations in excess of principal collections and payoffs. Our penetration of GM's retail sales in the U.S. was 44.5% and 43.7% for the nine months ended September 30, 2022 and 2021. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.

~~Average commercial finance receivables increased primarily due to higher floorplan penetration and increased new vehicle inventory, resulting in an increase in the average amount financed per dealer.~~

~~Leased vehicles purchased decreased primarily due to reduced lease financing incentive levels.~~

Revenue Nine Months Ended September 30, 2022 vs. 2021
2022 2021 Amount Percentage
Finance charge income
Retail finance receivables $ 2,963 $ 2,913 $ 50 1.7 %
Commercial finance receivables $ 267 $ 174 $ 93 53.4 %
Leased vehicle income $ 5,967 $ 6,871 $ (904) (13.2) %
Other income $ 292 $ 229 $ 63 27.5 %
Equity income $ 148 $ 157 $ (9) (5.7) %
Effective yield - retail finance receivables 6.5 % 7.1 %
Effective yield - commercial finance receivables 4.7 % 3.6 %

~~Finance Charge Income - Retail Finance Receivables~~ Finance charge income on retail finance receivables was flat for the nine months ended September 30, 2022 compared to the same period in 2021 as the growth in the size of the portfolio was substantially offset by a decrease in effective yield. The effective yield on our retail finance receivables decreased primarily due to increased 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.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~Finance Charge Income - Commercial Finance Receivables~~ ~~Finance charge income on commercial finance receivables increased due to an increase in the size of the portfolio, as well as an increase in the effective yield as a result of higher benchmark rates.~~

~~Leased Vehicle Income~~ ~~Leased vehicle income decreased primarily due to a decrease in the average balance of the leased vehicles portfolio.~~

~~Other Income~~ ~~Other income increased primarily due to higher investment income resulting from an increase in benchmark interest rates.~~

Costs and Expenses Nine Months Ended September 30, 2022 vs. 2021
2022 2021 Amount Percentage
Operating expenses $ 1,202 $ 1,170 $ 32 2.7 %
Leased vehicle expenses $ 2,650 $ 3,157 $ (507) (16.1) %
Provision for loan losses $ 500 $ 174 $ 326 187.4 %
Interest expense $ 1,984 $ 1,987 $ (3) (0.2) %
Average debt outstanding $ 93,137 $ 94,419 $ (1,282) (1.4) %
Effective rate of interest on debt 2.8 % 2.8 %

~~Operating Expenses~~ ~~Operating expenses as an annualized percentage of average earning assets were 1.5% for the nine months ended September 30, 2022 and 2021.~~

~~Leased Vehicle Expenses~~ Leased vehicle expenses decreased primarily due to a $1.1 billion decrease in depreciation on leased vehicles, resulting from increased residual value estimates and a decrease in the size of the portfolio, partially offset by a $626 million decrease in lease termination gains associated with higher leased portfolio net book values and fewer vehicles returned to us for remarketing.

~~Provision for Loan Losses~~ Provision for loan losses increased primarily due to a reduction in reserve levels recorded in the nine months ended September 30, 2021 as a result of actual credit performance that was better than forecast and favorable expectations for future charge-offs and recoveries, as well as an economic forecast weighted more heavily to a weaker outlook as of September 30, 2022. Purchases of finance receivables increased for the nine months ended September 30, 2022 compared to the same period in 2021; however, the volume impact to provision expense was substantially offset by an improvement in the credit mix of receivables purchased.

~~Taxes~~ Our consolidated effective income tax rate was 26.1% and 26.4% of income before income taxes and equity income for the nine months ended September 30, 2022 and 2021. The decrease in the effective income tax rate is primarily due to a lower percentage of income being taxed at higher rates for our other non-U.S. entities included in our effective tax rate calculation.

~~Unrealized Gain (Loss) on Hedges~~ ~~Unrealized gains on hedges included in other comprehensive income (loss) were $114 million and $50 million for the nine months ended September 30, 2022 and 2021.~~ The change in unrealized gain (loss) was primarily due to changes in the fair value of our foreign currency swap agreements.

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income (loss) were ~~$(244)~~$102 million and ~~$(44)~~$144 million for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022. Translation

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GENERAL MOTORS FINANCIAL COMPANY, INC.

adjustments resulted from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changed in relation to international currencies. The foreign currency translation ~~loss~~gain for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 was primarily due to ~~depreciating~~appreciating values of the Mexican Peso, Chinese Yuan Renminbi and ~~Canadian Dollar~~Brazilian Real in relation to the U.S. Dollar. The foreign currency translation ~~loss~~gain for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was primarily due to ~~depreciating~~appreciating values of the Brazilian Real, Chilean Peso and Mexican Peso ~~partially offset by the appreciating value of the Chinese Yuan Renminbi~~ in relation to the U.S. Dollar.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

Earning Assets 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:


		September 30, 2022					December 31, 2021						March 31, 2023					December 31, 2022
		Amount			Percent		Amount			Percent			Amount			Percent		Amount			Percent
Prime - FICO Score 680 and greater	Prime - FICO Score 680 and greater	$	45,543		71.8	%	$	39,419		67.9	%	Prime - FICO Score 680 and greater	$	49,829		73.6	%	$	47,543		72.8	%
Near-prime - FICO Score 620 to 679	Near-prime - FICO Score 620 to 679	8,331			13.1		8,479			14.6		Near-prime - FICO Score 620 to 679	8,498			12.6		8,392			12.8
Sub-prime - FICO Score less than 620	Sub-prime - FICO Score less than 620	9,587			15.1		10,195			17.5		Sub-prime - FICO Score less than 620	9,377			13.8		9,388			14.4
Retail finance receivables, net of fees	Retail finance receivables, net of fees	63,461			100.0	%	58,093			100.0	%	Retail finance receivables, net of fees	67,704			100.0	%	65,322			100.0	%
Less: allowance for loan losses	Less: allowance for loan losses	(2,044)					(1,839)					Less: allowance for loan losses	(2,123)					(2,062)
Retail finance receivables, net	Retail finance receivables, net	$	61,416				$	56,254				Retail finance receivables, net	$	65,581				$	63,260
Number of outstanding contracts	Number of outstanding contracts	2,907,976					2,861,963					Number of outstanding contracts	2,988,563					2,942,175
Average amount of outstanding contracts (in dollars)(a)	Average amount of outstanding contracts (in dollars)(a)	$	21,823				$	20,298				Average amount of outstanding contracts (in dollars)(a)	$	22,654				$	22,202
Allowance for loan losses as a percentage of retail finance receivables, net of fees	Allowance for loan losses as a percentage of retail finance receivables, net of fees	3.2		%			3.2		%			Allowance for loan losses as a percentage of retail finance receivables, net of fees	3.1		%			3.2		%

_________________

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

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


		September 30, 2022				September 30, 2021					March 31, 2023				March 31, 2022
		Amount		Percentage		Amount		Percentage			Amount		Percent		Amount		Percent
31 - 60 days	31 - 60 days	$	1,185	1.9	%	$	989	1.7	%	31 - 60 days	$	1,188	1.8	%	$	983	1.7	%
Greater than 60 days	Greater than 60 days	394		0.6		315		0.5		Greater than 60 days	363		0.5		302		0.5
Total finance receivables more than 30 days delinquent	Total finance receivables more than 30 days delinquent	1,579		2.5		1,304		2.2		Total finance receivables more than 30 days delinquent	1,551		2.3		1,285		2.2
In repossession	In repossession	46		0.1		34		0.1		In repossession	44		0.1		39		0.1
Total finance receivables more than 30 days delinquent or in repossession	Total finance receivables more than 30 days delinquent or in repossession	$	1,625	2.6	%	$	1,338	2.3	%	Total finance receivables more than 30 days delinquent or in repossession	$	1,595	2.4	%	$	1,324	2.2	%

At ~~September 30, 2022,~~March 31, 2023, delinquency increased from ~~September 30, 2021,~~March 31, 2022, but continued to be lower than historical ~~levels primarily due to improvement in the credit mix of the portfolio and resiliency of the consumer.~~levels. We expect that delinquency will increase over time relative to current levels, but may remain below pre-pandemic levels due to improvement in the credit mix of the portfolio.

~~Troubled Debt Restructurings (TDRs)~~Loan Modifications ~~The number of loans classified as TDRs was 16,745 and 41,871~~Loan modifications extended to the borrowers experiencing financial difficulty were insignificant for the three ~~and nine~~ months ended September 30, 2022 compared to 12,807 and 33,227 for the three and nine months ended September 30, 2021. Prior to July 1, 2021, payment deferrals granted to retail loan customers with accounts in good standing, but impacted by the COVID-19 pandemic, were not considered concessions for purposes of TDR classification for up to six months of deferral.March 31, 2023. Refer to Note 3 to our condensed consolidated financial statements for further information on ~~TDRs.~~loan modifications.

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,
2022 2021 2022 2021
Charge-offs $ 289 $ 207 $ 811 $ 664
Less: recoveries (171) (133) (510) (426)
Net charge-offs $ 118 $ 74 $ 301 $ 238
Net charge-offs as an annualized percentage of average retail finance receivables 0.7 % 0.5 % 0.7 % 0.6 %

Net charge-offs for the three and nine months ended September 30, 2022 increased compared to the same periods in 2021, but continued to be lower than historical levels primarily due to improvement in the credit mix of the portfolio, continued strong recovery rates on repossessed vehicles relative to historical levels, and resiliency of the consumer. We expect net charge-


	Three Months Ended March 31,
		2023			2022
Charge-offs		$	322		$	275
Less: recoveries		(186)			(177)
Net charge-offs		$	136		$	97
Net charge-offs as an annualized percentage of average retail finance receivables		0.8		%	0.7		%

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~~offs~~Net charge-offs for the three months ended March 31, 2023 increased compared to the same period in 2022, but continued to be lower than historical levels. We expect net charge-offs will increase over time relative to current levels, but may remain below pre-pandemic levels due to improvement in the credit mix of the portfolio.


Commercial Finance Receivables	Commercial Finance Receivables	September 30, 2022			December 31, 2021			Commercial Finance Receivables	March 31, 2023			December 31, 2022
Commercial finance receivables, net of fees	Commercial finance receivables, net of fees	$	9,471		$	6,772		Commercial finance receivables, net of fees	$	10,627		$	11,288
Less: allowance for loan losses	Less: allowance for loan losses	(42)			(47)			Less: allowance for loan losses	(29)			(34)
Commercial finance receivables, net	Commercial finance receivables, net	$	9,429		$	6,725		Commercial finance receivables, net	$	10,597		$	11,254
Number of dealers	Number of dealers	2,391			2,305			Number of dealers	2,406			2,431
Average carrying amount per dealer	Average carrying amount per dealer	$	4		$	3		Average carrying amount per dealer	$	4		$	5
Allowance for loan losses as a percentage of commercial finance receivables, net of fees	Allowance for loan losses as a percentage of commercial finance receivables, net of fees	0.4		%	0.7		%	Allowance for loan losses as a percentage of commercial finance receivables, net of fees	0.3		%	0.3		%

~~At September 30, 2022 and December~~No commercial loans were modified for the three months ended March 31, ~~2021, no commercial finance receivables were classified as TDRs.~~2023. Activity in the allowance for commercial loan losses was insignificant for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ and substantially all of our commercial finance receivables were current with respect to payment status at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

Leased Vehicles The following table summarizes activity in our operating lease portfolio (in thousands, except where noted):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023			2022
Operating leases purchased	Operating leases purchased	80		88		250		357		Operating leases purchased		$	86		$	80
Operating leases terminated	Operating leases terminated	140		127		442		426		Operating leases terminated		126			151
Operating leased vehicles returned(a)	Operating leased vehicles returned(a)	4		6		8		96		Operating leased vehicles returned(a)		13			2
Percentage of leased vehicles returned(b)	Percentage of leased vehicles returned(b)	3	%	5	%	2	%	23	%	Percentage of leased vehicles returned(b)		10		%	1		%

________________

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

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

The return rate is largely dependent on the level of used vehicle values at lease termination compared to contractual residual values at lease inception. Used vehicle prices, although lower year-over-year, were ~~sustained at high levels~~generally higher than contractual residual values for the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, primarily due to ~~low new vehicle inventory,~~above-average seasonal demand and ~~resulted in unusually~~ low ~~return rates. The high levels of~~ used vehicle ~~prices also resulted in gains~~supply. Gains on terminations of leased vehicles ~~of $267~~were $206 million and ~~$990~~$369 million for the three ~~and nine~~ months ended ~~September 30, 2022, compared to $458 million~~March 31, 2023 and ~~$1.6 billion for the same periods in 2021.~~2022. The decrease in gains for the three months ended March 31, 2023 compared to the same period in 2022, is primarily due to higher ~~residual value estimates resulting in decreased depreciation expense, as well as~~leased portfolio net book values at termination and fewer ~~vehicles returned for the three and nine months ended September 30, 2022 compared to the same periods in 2021. For the remainder of 2022, we~~terminated leases. We expect used vehicle prices to ~~remain elevated primarily due~~moderate and the return rate to ~~sustained low new vehicle inventory and reduced incentive levels, but to decrease relative to 2021 peak levels.~~increase through 2023, as market prices on used vehicles approach contractual residual values.

The following table summarizes the residual value based on our most recent estimates and the number of units included in leased vehicles, net by vehicle type (units in thousands):


		September 30, 2022					December 31, 2021						March 31, 2023					December 31, 2022
		Residual Value		Units	Percentage of Units		Residual Value		Units	Percentage of Units			Residual Value		Units	Percentage of Units		Residual Value		Units	Percentage of Units
Crossovers	Crossovers	$	14,791	770	67.4	%	$	16,696	897	67.3	%	Crossovers	$	13,797	710	67.4	%	$	14,207	736	67.3	%
Trucks	Trucks	7,155		237	20.8		7,886		264	19.8		Trucks	6,829		221	21.0		6,961		228	20.9
SUVs	SUVs	2,666		68	5.9		3,104		80	5.9		SUVs	2,537		64	6.1		2,595		66	6.0
Cars	Cars	1,041		67	5.9		1,430		93	7.0		Cars	904		58	5.6		964		63	5.8
Total	Total	$	25,654	1,141	100.0	%	$	29,116	1,334	100.0	%	Total	$	24,067	1,053	100.0	%	$	24,727	1,092	100.0	%

At ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ 99.5% and 99.6% of our operating leases were current with respect to payment status.

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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, net proceeds from credit facilities, securitizations, secured and unsecured borrowings, and collections and recoveries on finance receivables. Our ~~primary~~known material uses of cash are purchases and funding of finance receivables and leased vehicles, repayment or repurchases of secured and unsecured debt, funding credit enhancement requirements in connection with securitizations and secured credit facilities, interest costs, operating expenses, income taxes and dividend payments.

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

Cruise is the GM global segment responsible for the development and commercialization of autonomous vehicle technology. We have a multi-year credit agreement with Cruise whereby we may provide advances to Cruise, over time, through 2024, to fund the purchase of autonomous vehicles from GM. At March 31, 2023 and December 31, 2022, Cruise had $151 million and $113 million of borrowings outstanding and access to an additional $4.5 billion in advances under the credit agreement.

The following table summarizes our available liquidity:


Liquidity	Liquidity	September 30, 2022		December 31, 2021		Liquidity	March 31, 2023		December 31, 2022
Cash and cash equivalents(a)	Cash and cash equivalents(a)	$	4,079	$	3,948	Cash and cash equivalents(a)	$	4,352	$	4,005
Borrowing capacity on unpledged eligible assets	Borrowing capacity on unpledged eligible assets	20,757		19,283		Borrowing capacity on unpledged eligible assets	22,951		22,041
Borrowing capacity on committed unsecured lines of credit	Borrowing capacity on committed unsecured lines of credit	512		518		Borrowing capacity on committed unsecured lines of credit	487		460
Borrowing capacity on the Junior Subordinated Revolving Credit Facility	Borrowing capacity on the Junior Subordinated Revolving Credit Facility	1,000		1,000		Borrowing capacity on the Junior Subordinated Revolving Credit Facility	1,000		1,000
Borrowing capacity on the GM Revolving 364-Day Credit Facility	Borrowing capacity on the GM Revolving 364-Day Credit Facility	2,000		2,000		Borrowing capacity on the GM Revolving 364-Day Credit Facility	2,000		2,000
Available liquidity	Available liquidity	$	28,348	$	26,749	Available liquidity	$	30,790	$	29,506

_________________

(a)Includes ~~$337~~$442 million and ~~$348~~$384 million in unrestricted cash outside of the U.S. at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. This cash is considered to be indefinitely invested based on specific plans for reinvestment.

At ~~September 30, 2022,~~March 31, 2023, available liquidity increased from December 31, ~~2021,~~2022, primarily due to ~~increased~~an increase in available borrowing capacity on unpledged eligible assets, resulting from the issuance of securitization transactions and unsecured debt, and an increase in cash and cash equivalents. We generally target liquidity levels to support at least six months of our expected net cash outflows, including new originations, without access to new debt financing transactions or other capital markets activity. At ~~September 30, 2022,~~March 31, 2023, available liquidity exceeded our liquidity targets.

Our support agreement with GM (the Support Agreement) provides that GM will use commercially reasonable efforts to ensure that we will continue to be designated as a subsidiary borrower under GM's corporate revolving credit facilities. We have access, subject to available capacity, to $15.5 billion of GM's unsecured revolving credit facilities consisting of a three-year, $4.3 billion facility and a five-year, $11.2 billion facility. We also have exclusive access to GM's $2.0 billion 364-day revolving credit facility (GM Revolving 364-day Credit Facility) and a $1.0 billion junior subordinated unsecured intercompany revolving credit facility (the Junior Subordinated Revolving Credit Facility). We had no borrowings outstanding under any of the GM revolving credit facilities at September 30, 2022 and December 31, 2021.

Cruise is the GM global segment responsible for the development and commercialization of autonomous vehicle technology. We have a multi-year credit agreement with Cruise whereby we may provide advances to Cruise up to an aggregate of $5.0 billion, over time, through 2024, to fund the purchase of autonomous vehicles from GM. Cruise had $68 million of borrowings outstanding under the credit agreement at September 30, 2022 and no borrowings outstanding at December 31, 2021.

Cash Flow Nine Months Ended September 30, 2022 vs. 2021
2022 2021
Net cash provided by (used in) operating activities $ 3,829 $ 5,629 $ (1,800)
Net cash provided by (used in) investing activities $ (6,726) $ (3,243) $ (3,483)
Net cash provided by (used in) financing activities $ 2,408 $ (1,568) $ 3,976


Cash Flow	Three Months Ended March 31,				2023 vs. 2022
	2023		2022		2023 vs. 2022
Net cash provided by (used in) operating activities	$	1,724	$	1,248	$	476
Net cash provided by (used in) investing activities	$	(1,493)	$	(1,048)	$	(445)
Net cash provided by (used in) financing activities	$	213	$	517	$	(304)

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, net cash provided by operating activities ~~decreased~~increased primarily due to a net increase in cash ~~used in~~provided by counterparty derivative collateral posting activities of ~~$1.0 billion~~$584 million, an increase in finance charge income of $358 million, a decrease in taxes paid to GM of $89 million, and an increase in investment income of $72 million, partially offset by an increase in interest paid of $443 million and a decrease in leased vehicle income of ~~$904 million, partially offset by a decrease in interest paid of $128~~$248 million.

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, net cash used in investing activities increased primarily due to an increase in ~~net funding~~the purchases of ~~commercial~~consumer finance receivables of ~~$7.3 billion,~~$961 million, a decrease in proceeds from termination of leased vehicles of ~~$4.5 billion, and~~$468 million, an increase in ~~the~~ purchases of ~~consumer~~leased vehicles of $164 million, and a decrease in collections and recoveries on retail finance receivables of ~~$1.1 billion,~~$130 million, partially offset by an increase in net collections of commercial finance receivables of $1.3 billion.

During the three months ended March 31, 2023, net cash provided by financing activities decreased primarily due to an increase in dividend payments of $450 million and a decrease in borrowings of $53 million, partially offset by a decrease in debt repayments of $193 million.

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~~decrease in purchases~~Status of ~~leased vehicles~~Credit RatingsWe receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings (Fitch), Moody's Investors Service (Moody's) and Standard & Poor's (S&P). The credit ratings assigned to us from all the credit rating agencies are closely associated with their opinions on GM. In March 2023, Moody's upgraded our senior unsecured notes rating to Baa2 from Baa3 and the short-term commercial paper rating to P-2 from P-3. As of ~~$7.6 billion and an increase in collections and recoveries on retail finance receivables of $1.8 billion.~~

During the nine months ended September 30, 2022, net cash provided by financing activities increased primarily due to a decrease in debt repayments of $4.3 billion, a decrease in extinguishment of debt of $1.6 billion and a decrease in dividend payments of $0.8 billion, partially offset by a decrease in borrowings of $2.7 billion.April 16, 2023, all other credit ratings remained unchanged since December 31, 2022.

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

At ~~September 30, 2022~~March 31, 2023, credit facilities consist of the following:


Facility Type	Facility Type	Facility Amount		Advances Outstanding		Facility Type	Facility Amount		Advances Outstanding
Revolving retail asset-secured facilities(a)	Revolving retail asset-secured facilities(a)	$	22,088	$	3,805	Revolving retail asset-secured facilities(a)	$	22,052	$	2,479
Revolving commercial asset-secured facilities(b)	Revolving commercial asset-secured facilities(b)	3,927		—		Revolving commercial asset-secured facilities(b)	4,162		361
Total secured	Total secured	26,015		3,805		Total secured	26,214		2,839
Unsecured committed facilities	Unsecured committed facilities	591		79		Unsecured committed facilities	568		81
Unsecured uncommitted facilities(c)	Unsecured uncommitted facilities(c)	1,283		1,283		Unsecured uncommitted facilities(c)	1,506		1,506
Total unsecured	Total unsecured	1,874		1,362		Total unsecured	2,073		1,587
Junior Subordinated Revolving Credit Facility	Junior Subordinated Revolving Credit Facility	1,000		—		Junior Subordinated Revolving Credit Facility	1,000		—
GM Revolving 364-Day Credit Facility	GM Revolving 364-Day Credit Facility	2,000		—		GM Revolving 364-Day Credit Facility	2,000		—
Total	Total	$	30,889	$	5,167	Total	$	31,288	$	4,426

_________________

(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 an insignificant amount in advances outstanding and ~~$725~~$614 million in unused borrowing capacity on these uncommitted facilities at ~~September 30, 2022.~~March 31, 2023.

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

(c)The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. We had $1.7 billion in unused borrowing capacity on these facilities at ~~September 30, 2022.~~March 31, 2023.

Refer to Note 6 to our condensed consolidated financial statements for further discussion.

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	Year of Transaction	Maturity Date (a)			Original Note Issuance (b)		Note Balance At September 30, 2022		Year of Transaction	Maturity Date (a)			Original Note Issuance (b)		Note Balance At March 31, 2023
2018	2018	March 2024	-	September 2026	$	4,352	$	488	2018	November 2024	-	September 2026	$	2,001	$	147
2019	2019	April 2024	-	July 2027	$	9,386	1,944		2019	April 2024	-	July 2027	$	6,917	1,401
2020	2020	August 2023	-	August 2028	$	19,784	6,661		2020	August 2023	-	August 2028	$	14,176	5,037
2021	2021	December 2022	-	June 2034	$	23,263	12,496		2021	April 2025	-	June 2034	$	22,945	9,179
2022	2022	October 2023	-	February 2030	$	17,957	15,403		2022	November 2024	-	October 2035	$	23,711	17,827
2023									2023	January 2027	-	June 2032	$	5,100	4,886
Total active securitizations	Total active securitizations						36,993		Total active securitizations						38,477
Debt issuance costs	Debt issuance costs						(64)		Debt issuance costs						(63)
Total	Total						$	36,929	Total						$	38,414

_________________

(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 variable interest entities that meet the requirements to be consolidated in our financial statements. Refer to Note 7 to our condensed consolidated financial statements for further discussion.

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Unsecured Debt We periodically access the unsecured debt capital markets through the issuance of senior unsecured notes. At ~~September 30, 2022,~~March 31, 2023, the aggregate principal amount of our outstanding unsecured senior notes was ~~$45.2~~$48.8 billion.

We issue other unsecured debt through demand notes, commercial paper offerings and other bank and non-bank funding sources. At ~~September 30, 2022,~~March 31, 2023, we had ~~$3.9~~$3.6 billion outstanding in demand notes and $2.3 billion under the U.S. commercial paper program.

LIBOR Transition The ~~U.K. Financial Conduct Authority, which regulates the London~~International Swaps and Derivatives Association launched its Interbank Offered Rate ~~(LIBOR), announced that it will no longer persuade or compel banks~~(IBOR) Fallbacks Supplement and IBOR Fallbacks Protocol, which came into effect on January 25, 2021. The supplement incorporates fallbacks for new derivatives linked to ~~submit rates for~~LIBOR, and the ~~calculation of LIBOR after 2021. In March 2021, the ICE Benchmark Administration Limited, the administrator of LIBOR, extended the transition dates of certain U.S. Dollar LIBOR tenors~~protocol enables market participants to June 30, 2023, after which LIBOR reference rates will cease to be provided. Despite this deferral, the LIBOR administrator has advised that no new contracts using U.S. Dollar LIBOR should be entered into after December 31, 2021. It is unknown whether LIBOR will continue to be published by its administrator based on continued bank submissions, or on any other basis, after such dates. Regulators, industry groups and certain committees such as the Alternative Reference Rates Committee have, among other things, published recommended fallback language for LIBOR-linked financial instruments, identified recommended alternativesincorporate fallbacks for certain ~~LIBOR rates,~~legacy derivatives linked to LIBOR. We have adhered to the protocol, and as of March 31, 2023, we have transitioned all of our LIBOR-based derivative exposure.

For any residual exposure after the end of 2021 or any designated later cessation date, we expect to leverage relevant contractual and statutory solutions to transition such ~~as Secured Overnight Financing Rate, and proposed implementations of the recommended alternatives in floating rate financial instruments.~~exposure. For more information on the expected replacement of LIBOR, see the "Risk Factors" section of our ~~2021~~2022 Form 10-K.

Support Agreement - Leverage Ratio Our earning assets leverage ratio calculated in accordance with the terms of the Support Agreement was ~~7.68x~~7.85x and ~~8.07x~~7.91x at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, and the applicable leverage ratio threshold was 12.00x. 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. The decrease in the earning assets leverage ratio is primarily due to increased shareholders' equity as a result of $2.5 billion in net income, partially offset by $1.0 billion of dividends on our common stock paid to GM.

Asset and Liability Maturity Profile We define our asset and liability maturity profile as the cumulative maturities of our finance receivables, investment in leased vehicles, net of accumulated depreciation, cash and cash equivalents and other assets less our cumulative debt maturities. We manage our balance sheet so that asset maturities will exceed debt maturities each year. The following chart presents our cumulative maturities for assets and debt at ~~September 30, 2022:~~March 31, 2023:


		2022		2023		2024		2025 and Thereafter			2023		2024		2025		2026 and Thereafter
Encumbered assets	Encumbered assets	$	8,018	$	33,005	$	47,905	$	55,632	Encumbered assets	$	21,898	$	42,193	$	51,848	$	57,161
Unencumbered assets	Unencumbered assets	17,740		32,761		44,899		64,179		Unencumbered assets	26,624		40,176		53,172		66,405
Total assets	Total assets	25,757		65,767		92,803		119,811		Total assets	48,522		82,370		105,020		123,565

Secured debt	Secured debt	5,880		24,205		35,132		40,799		Secured debt	15,829		30,499		37,478		41,318
Unsecured debt	Unsecured debt	6,571		15,659		23,966		54,039		Unsecured debt	13,661		22,522		33,006		57,716
Total debt(a)	Total debt(a)	12,451		39,864		59,098		94,838		Total debt(a)	29,490		53,021		70,484		99,035
Net excess liquidity	Net excess liquidity	$	13,306	$	25,903	$	33,705	$	24,973	Net excess liquidity	$	19,032	$	29,349	$	34,536	$	24,530

_________________

(a)Excludes unamortized debt premium/(discount), unamortized debt issuance costs, and fair value adjustments.

Critical Accounting Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenue and expenses in the periods presented. Actual results could differ from those estimates, due to inherent uncertainties in making estimates, and those differences may be material. The critical accounting estimates that affect the condensed consolidated financial statements and the judgment and assumptions used are consistent with those described in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our ~~2021~~2022 Form 10-K.

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

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

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 ~~2021~~2022 Form 10-K. ~~It is advisable~~

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We caution readers 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;

•dealers' effectiveness in marketing our financial products to consumers;

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

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

•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;

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

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

•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;

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

•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 vehicles are sold in the wholesale auction markets;

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

•interest rate fluctuations and certain related derivatives exposure;

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

•changes in the determination of ~~LIBOR and other~~ benchmark ~~rates;~~rates, such as LIBOR;

•~~the length~~pandemics, epidemics, disease outbreaks and ~~severity of~~other public health crises, including the COVID-19 pandemic;

•our ability to secure private data, proprietary information, manage risks related to security breaches and other disruptions to networks and systems owned or maintained by us or third parties and comply with enterprise data regulations in all key market regions;

•foreign currency exchange rate fluctuations and other risks applicable to our operations outside of the U.S.;

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

•impact and uncertainties related to ~~climate related~~climate-related events and climate change legislation.

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.

Available Information

Our internet website is www.gmfinancial.com. Our website contains detailed information about us and our subsidiaries. Our Investor Center website at https://investor.gmfinancial.com contains a significant amount of information about our Company, including financial and other information for investors. We encourage investors to visit our website, as we frequently update and post new information about our Company on our website, and it is possible that this information could be deemed to be material information. Our website and information included in or linked to our website are not part of this Quarterly Report on Form 10-Q.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports, are available free of charge on our website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports can also be found on the SEC website at www.sec.gov.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our exposure to market risk since December 31, ~~2021.~~2022. Refer to Item 7A. - "Quantitative and Qualitative Disclosures About Market Risk" in our ~~2021~~2022 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 Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the specified time periods 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 disclosures.

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) as of ~~September 30, 2022,~~March 31, 2023, as required by paragraph (b) of Rules 13a-15 or 15d-15. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of ~~September 30, 2022.~~March 31, 2023.

Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended ~~September 30, 2022,~~March 31, 2023, 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 9 to our condensed consolidated financial statements for information relating to legal proceedings.

Item 1A. Risk Factors

We face a number of significant risks and uncertainties in connection with our operations. Our business and the results of our operations and financial condition could be materially adversely affected by these risk factors. There have been no material changes to the Risk Factors disclosed in our ~~2021~~2022 Form 10-K.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Item 6. Exhibits

3.1

Second Amended and Restated Certificate of Formation of General Motors Financial Company, Inc., incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K, filed on February 10, 2021

Incorporated by Reference

3.2

Third Amended and Restated Bylaws of General Motors Financial Company, Inc., incorporated herein by reference to Exhibit 3.2 to the Annual Report on Form 10-K, filed on February 10, 2021

Incorporated by Reference

4.1

~~31.1~~Forty-Ninth Supplemental Indenture, dated January 9, 2023, between General Motors Financial Company, Inc. and Computershare Trust Company, N.A., as trustee, with respect to General Motors Financial Company, Inc.’s 6.000% Senior Notes due 2028 and 6.400% Senior Notes due 2033, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K, filed on January 9, 2023

Incorporated by Reference

10.1†

Fourth Amended and Restated 5-Year Revolving Credit Agreement, dated as of March 31, 2023, among General Motors Company, General Motors Financial Company, Inc., 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 by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on March 31, 2023

Incorporated by Reference

10.2†

Fifth Amended and Restated 3-Year Revolving Credit Agreement, dated as of March 31, 2023, among General Motors Company, General Motors Financial Company, Inc., 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 by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed on March 31, 2023

Incorporated by Reference

10.3†

Fifth Amended and Restated 364-Day Revolving Credit Agreement, dated as of March 31, 2023, among General Motors Company, General Motors Financial Company, Inc., 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 by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed on March 31, 2023

Incorporated by Reference

31.1

Section 302 Certification of the Chief Executive Officer

Filed Herewith

31.2

Section 302 Certification of the Chief Financial Officer

Filed Herewith

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished Herewith

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022,~~March 31, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements

Filed Herewith

104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2022,~~March 31, 2023, formatted as iXBRL and contained in Exhibit 101

Filed Herewith

_________

† Portions of this exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

* * * * * * *

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SIGNATURE

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

General Motors Financial Company, Inc.

(Registrant)

Date:

~~October~~April 25, ~~2022~~2023

By:

/S/ SUSAN B. SHEFFIELD

Susan B. Sheffield

Executive Vice President and

Chief Financial Officer

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	Nine Months Ended September 30, 2022						Nine Months Ended September 30, 2021
	North America		International		Total		North America		International		Total
Total revenue	$	8,773	$	716	$	9,489	$	9,487	$	700	$	10,187
Operating expenses	970		232		1,202		940		230		1,170
Leased vehicle expenses	2,610		40		2,650		3,120		37		3,157
Provision for loan losses	416		84		500		118		56		174
Interest expense	1,738		246		1,984		1,812		175		1,987
Equity income	—		148		148		—		157		157
Income before income taxes	$	3,039	$	262	$	3,301	$	3,497	$	359	$	3,856