Guarantor Condensed Consolidating Financial Statements | Guarantor Condensed Consolidating Financial Statements The payment of principal and interest on senior notes issued by our top-tier holding company is currently guaranteed solely by AFSI (the "Guarantor") and none of our other subsidiaries (the "Non-Guarantor Subsidiaries"). The Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. The Guarantor’s guarantee may be released only upon customary circumstances, the terms of which vary by issuance. Customary circumstances include the sale or disposition of all of the Guarantor’s assets or capital stock, the achievement of investment grade rating of the senior notes and legal or covenant defeasance. The condensed consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent-only basis), (ii) the Guarantor, (iii) the combined Non-Guarantor Subsidiaries and (iv) the parent company and our subsidiaries on a consolidated basis at September 30, 2015 and December 31, 2014 , and for the three and nine months ended September 30, 2015 and 2014 (after the elimination of intercompany balances and transactions). Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions. GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2015 (In millions) (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Assets Cash and cash equivalents $ — $ 834 $ 768 $ — $ 1,602 Finance receivables, net — 3,621 31,453 — 35,074 Leased vehicles, net — — 16,915 — 16,915 Restricted cash — 36 1,892 — 1,928 Goodwill 1,095 — 148 — 1,243 Equity in net assets of non-consolidated affiliates — — 978 — 978 Property and equipment, net — 43 164 — 207 Deferred income taxes 137 — 288 (189 ) 236 Related party receivables — 23 566 — 589 Other assets 122 32 620 — 774 Due from affiliates 12,942 — — (12,942 ) — Investment in affiliates 8,398 7,070 — (15,468 ) — Total assets $ 22,694 $ 11,659 $ 53,792 $ (28,599 ) $ 59,546 Liabilities and Shareholder's Equity Liabilities Secured debt $ — $ — $ 28,284 $ — $ 28,284 Unsecured debt 14,440 — 5,535 — 19,975 Accounts payable and accrued expenses 127 205 762 — 1,094 Deferred income — — 1,205 — 1,205 Deferred income taxes — 267 6 (189 ) 84 Related party taxes payable 649 — — — 649 Related party payables — — 527 — 527 Other liabilities 74 11 239 — 324 Due to affiliates — 6,632 6,310 (12,942 ) — Total liabilities 15,290 7,115 42,868 (13,131 ) 52,142 Shareholder's equity Common stock — — 690 (690 ) — Additional paid-in capital 5,819 79 7,238 (7,317 ) 5,819 Accumulated other comprehensive loss (956 ) (154 ) (937 ) 1,091 (956 ) Retained earnings 2,541 4,619 3,933 (8,552 ) 2,541 Total shareholder's equity 7,404 4,544 10,924 (15,468 ) 7,404 Total liabilities and shareholder's equity $ 22,694 $ 11,659 $ 53,792 $ (28,599 ) $ 59,546 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 (In millions) (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Assets Cash and cash equivalents $ — $ 2,266 $ 708 $ — $ 2,974 Finance receivables, net — 2,401 30,599 — 33,000 Leased vehicles, net — — 7,060 — 7,060 Restricted cash — 17 2,054 — 2,071 Goodwill 1,095 — 149 — 1,244 Property and equipment, net — 23 149 — 172 Deferred income taxes 28 — 601 (288 ) 341 Related party receivables — 11 373 — 384 Other assets 94 18 366 — 478 Due from affiliates 6,787 — 400 (7,187 ) — Investment in affiliates 7,684 4,059 — (11,743 ) — Total assets $ 15,688 $ 8,795 $ 42,459 $ (19,218 ) $ 47,724 Liabilities and Shareholder's Equity Liabilities Secured debt $ — $ — $ 25,214 $ — $ 25,214 Unsecured debt 7,500 — 4,717 — 12,217 Accounts payable and accrued expenses 78 156 768 — 1,002 Deferred income — — 392 — 392 Deferred income taxes — 288 20 (288 ) 20 Related party taxes payable 636 — — — 636 Related party payables — — 433 — 433 Other liabilities 82 12 324 — 418 Due to affiliates — 4,164 3,023 (7,187 ) — Total liabilities 8,296 4,620 34,891 (7,475 ) 40,332 Shareholder's equity Common stock — — 690 (690 ) — Additional paid-in capital 5,799 79 4,064 (4,143 ) 5,799 Accumulated other comprehensive loss (433 ) (64 ) (410 ) 474 (433 ) Retained earnings 2,026 4,160 3,224 (7,384 ) 2,026 Total shareholder's equity 7,392 4,175 7,568 (11,743 ) 7,392 Total liabilities and shareholder's equity $ 15,688 $ 8,795 $ 42,459 $ (19,218 ) $ 47,724 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2015 (In millions) (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 114 $ 728 $ — $ 842 Leased vehicle income — — 797 — 797 Other income 2 137 33 (104 ) 68 Total revenue 2 251 1,558 (104 ) 1,707 Costs and expenses Salaries and benefits — 79 106 — 185 Other operating expenses 21 25 150 (61 ) 135 Total operating expenses 21 104 256 (61 ) 320 Leased vehicle expenses — — 629 — 629 Provision for loan losses — 112 32 — 144 Interest expense 134 — 321 (43 ) 412 Total costs and expenses 155 216 1,238 (104 ) 1,505 Equity income 255 167 29 (422 ) 29 Income before income taxes 102 202 349 (422 ) 231 Income tax (benefit) provision (77 ) 15 114 — 52 Net income $ 179 $ 187 $ 235 $ (422 ) $ 179 Comprehensive (loss) income $ (103 ) $ 141 $ (47 ) $ (94 ) $ (103 ) GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2014 (In millions) (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 48 $ 835 $ — $ 883 Leased vehicle income — — 297 — 297 Other income 18 115 46 (98 ) 81 Total revenue 18 163 1,178 (98 ) 1,261 Costs and expenses Salaries and benefits — 64 94 — 158 Other operating expenses 117 (75 ) 160 (63 ) 139 Total operating expenses 117 (11 ) 254 (63 ) 297 Leased vehicle expenses — — 228 — 228 Provision for loan losses — 97 63 — 160 Interest expense 56 8 339 (35 ) 368 Total costs and expenses 173 94 884 (98 ) 1,053 Equity income (a) 242 139 — (381 ) — Income before income taxes 87 208 294 (381 ) 208 Income tax (benefit) provision (71 ) 27 94 — 50 Net income $ 158 $ 181 $ 200 $ (381 ) $ 158 Comprehensive (loss) income $ (114 ) $ 148 $ (71 ) $ (77 ) $ (114 ) ________________ (a) Equity income has been reclassified from revenue as previously presented. GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2015 (In millions) (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 294 — $ 2,250 $ — $ 2,544 Leased vehicle income — — 1,827 — 1,827 Other income 13 363 118 (289 ) 205 Total revenue 13 657 4,195 (289 ) 4,576 Costs and expenses Salaries and benefits — 245 286 — 531 Other operating expenses 56 95 453 (190 ) 414 Total operating expenses 56 340 739 (190 ) 945 Leased vehicle expenses — — 1,423 — 1,423 Provision for loan losses — 302 138 — 440 Interest expense 342 1 939 (99 ) 1,183 Total costs and expenses 398 643 3,239 (289 ) 3,991 Equity income 716 452 85 (1,168 ) 85 Income before income taxes 331 466 1,041 (1,168 ) 670 Income tax (benefit) provision (184 ) 6 333 — 155 Net income $ 515 $ 460 $ 708 $ (1,168 ) $ 515 Comprehensive (loss) income $ (8 ) $ 370 $ 181 $ (551 ) $ (8 ) GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2014 (In millions) (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 117 $ 2,478 $ — $ 2,595 Leased vehicle income — — 735 — 735 Other income 58 346 126 (311 ) 219 Total revenue 58 463 3,339 (311 ) 3,549 Costs and expenses Salaries and benefits — 180 268 — 448 Other operating expenses 112 (1 ) 474 (187 ) 398 Total operating expenses 112 179 742 (187 ) 846 Leased vehicle expenses — — 563 — 563 Provision for loan losses — 232 176 — 408 Interest expense 155 27 979 (124 ) 1,037 Total costs and expenses 267 438 2,460 (311 ) 2,854 Equity income (a) 601 408 — (1,009 ) — Income before income taxes 392 433 879 (1,009 ) 695 Income tax (benefit) provision (86 ) 11 292 — 217 Net income $ 478 $ 422 $ 587 $ (1,009 ) $ 478 Comprehensive income $ 260 $ 392 $ 371 $ (763 ) $ 260 _______________ (a) Equity income has been reclassified from revenue as previously presented. GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2015 (In millions) (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Net cash provided by operating activities $ (184 ) $ 314 $ 2,037 $ — $ 2,167 Cash flows from investing activities: Purchases of consumer finance receivables, net — (8,100 ) (10,993 ) 5,994 (13,099 ) Principal collections and recoveries on consumer finance receivables — 414 8,304 — 8,718 Proceeds from sale of consumer finance receivables, net — 5,994 — (5,994 ) — Net funding of commercial finance receivables — 172 (351 ) — (179 ) Purchases of leased vehicles, net — — (11,258 ) — (11,258 ) Proceeds from termination of leased vehicles — — 662 — 662 Acquisition of international operations (513 ) (536 ) — — (1,049 ) Disposition of equity interest — 125 — — 125 Purchases of property and equipment — (22 ) (42 ) — (64 ) Change in restricted cash — (20 ) (216 ) — (236 ) Change in other assets — — 24 — 24 Net change in investment in affiliates (6 ) (2,644 ) — 2,650 — Net cash used in investing activities (519 ) (4,617 ) (13,870 ) 2,650 (16,356 ) Cash flows from financing activities: Net change in debt (original maturities less than three months) — — 539 — 539 Borrowings and issuance of secured debt — — 15,095 — 15,095 Payments on secured debt — — (10,903 ) — (10,903 ) Borrowings and issuance of unsecured debt 6,939 — 2,620 — 9,559 Payments on unsecured debt — — (1,195 ) — (1,195 ) Net capital contributions — — 2,650 (2,650 ) — Debt issuance costs (47 ) — (77 ) — (124 ) Net change in due from/due to affiliates (6,189 ) 2,871 3,318 — — Net cash provided by financing activities 703 2,871 12,047 (2,650 ) 12,971 Net increase in cash and cash equivalents — (1,432 ) 214 — (1,218 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (154 ) — (154 ) Cash and cash equivalents at beginning of period — 2,266 708 — 2,974 Cash and cash equivalents at end of period $ — $ 834 $ 768 $ — $ 1,602 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2014 (In millions) (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Net cash provided by operating activities $ 255 $ 233 $ 912 $ — $ 1,400 Cash flows from investing activities: Purchases of consumer finance receivables, net — (4,872 ) (9,297 ) 3,319 (10,850 ) Principal collections and recoveries on consumer finance receivables — (109 ) 8,233 — 8,124 Proceeds from sale of consumer finance receivables, net — 3,319 — (3,319 ) — Net funding of commercial finance receivables — 160 (568 ) — (408 ) Purchases of leased vehicles, net — — (3,227 ) — (3,227 ) Proceeds from termination of leased vehicles — — 395 — 395 Acquisition of international operations (46 ) — — — (46 ) Purchases of property and equipment — (4 ) (33 ) — (37 ) Change in restricted cash — 1 (188 ) — (187 ) Change in other assets — — (2 ) — (2 ) Net change in investment in affiliates — 546 — (546 ) — Net cash (used in) provided by investing activities (46 ) (959 ) (4,687 ) (546 ) (6,238 ) Cash flows from financing activities: Net change in debt (original maturities less than three months) — — (913 ) — (913 ) Borrowings and issuance of secured debt — — 15,847 — 15,847 Payments on secured debt — — (13,568 ) — (13,568 ) Borrowings and issuance of unsecured debt 3,500 — 1,903 — 5,403 Payments on unsecured debt — — (1,339 ) — (1,339 ) Net capital contributions 26 — (572 ) 546 — Debt issuance costs (39 ) — (68 ) — (107 ) Net change in due from/due to affiliates (3,696 ) 1,140 2,556 — — Net cash (used in) provided by financing activities (209 ) 1,140 3,846 546 5,323 Net increase in cash and cash equivalents — 414 71 — 485 Effect of foreign exchange rate changes on cash and cash equivalents — — (42 ) — (42 ) Cash and cash equivalents at beginning of period — 395 679 — 1,074 Cash and cash equivalents at end of period $ — $ 809 $ 708 $ — $ 1,517 |