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 June 30, 2016 and December 31, 2015 , and for the three and six months ended June 30, 2016 and 2015 (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. We determined that a revision was required to correct the classification of certain intercompany amounts between General Motors Financial Company, Inc. and Guarantor and Non-Guarantor Subsidiaries that were previously being presented net within the change in the due from/due to affiliates line item in the condensed consolidating balance sheet in the financing activities section of the condensed consolidating statements of cash flows for the six months ended June 30, 2015 . As a result, correcting adjustments have been made from what was previously reported to (1) reclassify $3.9 billion of the net change in the due from affiliates for General Motors Financial Company, Inc. within the condensed consolidating statements of cash flows to the investing activities section; and (2) reclassify $3.2 billion of the net change in the due from affiliates for the Guarantor within the condensed consolidating statements of cash flows to the investing activities section. In addition, reclassifications have been made solely within the investing activities section of the condensed consolidating statements of cash flows to separately present cash flow activities related to repurchases by the Guarantor of receivables that had previously been transferred to Non-Guarantor Subsidiaries of $762 million . These adjustments had no effect on the consolidated financial statements at or for the three and six months ended June 30, 2015 . GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2016 (In millions) (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Assets Cash and cash equivalents $ — $ 2,209 $ 893 $ — $ 3,102 Finance receivables, net — 6,805 32,625 — 39,430 Leased vehicles, net — — 28,442 — 28,442 Restricted cash — 14 1,996 — 2,010 Goodwill 1,095 — 105 — 1,200 Equity in net assets of non-consolidated affiliates — — 879 — 879 Property and equipment, net — 119 126 — 245 Deferred income taxes 340 — 264 (297 ) 307 Related party receivables — 27 952 — 979 Other assets 20 361 767 (139 ) 1,009 Due from affiliates 20,087 10,514 — (30,601 ) — Investment in affiliates 9,127 6,082 — (15,209 ) — Total assets $ 30,669 $ 26,131 $ 67,049 $ (46,246 ) $ 77,603 Liabilities and Shareholder's Equity Liabilities Secured debt $ — $ — $ 34,477 $ (139 ) $ 34,338 Unsecured debt 21,887 — 8,275 — 30,162 Accounts payable and accrued expenses 244 385 908 — 1,537 Deferred income — — 2,035 — 2,035 Deferred income taxes — 392 156 (297 ) 251 Related party payables 1 — 448 — 449 Other liabilities 64 15 279 — 358 Due to affiliates — 20,042 10,559 (30,601 ) — Total liabilities 22,196 20,834 57,137 (31,037 ) 69,130 Shareholder's equity Common stock — — 698 (698 ) — Additional paid-in capital 6,486 79 5,754 (5,833 ) 6,486 Accumulated other comprehensive loss (1,038 ) (138 ) (1,022 ) 1,160 (1,038 ) Retained earnings 3,025 5,356 4,482 (9,838 ) 3,025 Total shareholder's equity 8,473 5,297 9,912 (15,209 ) 8,473 Total liabilities and shareholder's equity $ 30,669 $ 26,131 $ 67,049 $ (46,246 ) $ 77,603 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 (In millions) (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Assets Cash and cash equivalents $ — $ 2,259 $ 802 $ — $ 3,061 Finance receivables, net — 4,808 31,973 — 36,781 Leased vehicles, net — — 20,172 — 20,172 Restricted cash — 60 1,881 — 1,941 Goodwill 1,095 — 94 — 1,189 Equity in net assets of non-consolidated affiliates — — 986 — 986 Property and equipment, net — 41 178 — 219 Deferred income taxes 212 — 179 (160 ) 231 Related party receivables — 27 546 — 573 Other assets 32 32 687 — 751 Due from affiliates 15,573 7,556 — (23,129 ) — Investment in affiliates 8,476 6,425 — (14,901 ) — Total assets $ 25,388 $ 21,208 $ 57,498 $ (38,190 ) $ 65,904 Liabilities and Shareholder's Equity Liabilities Secured debt $ — $ — $ 30,689 $ — $ 30,689 Unsecured debt 17,087 — 6,570 — 23,657 Accounts payable and accrued expenses 181 717 320 — 1,218 Deferred income — — 1,454 — 1,454 Deferred income taxes — 289 — (160 ) 129 Related party payables — — 362 — 362 Other liabilities 68 34 241 — 343 Due to affiliates — 15,495 7,634 (23,129 ) — Total liabilities 17,336 16,535 47,270 (23,289 ) 57,852 Shareholder's equity Common stock — — 698 (698 ) — Additional paid-in capital 6,484 79 6,490 (6,569 ) 6,484 Accumulated other comprehensive loss (1,104 ) (175 ) (1,095 ) 1,270 (1,104 ) Retained earnings 2,672 4,769 4,135 (8,904 ) 2,672 Total shareholder's equity 8,052 4,673 10,228 (14,901 ) 8,052 Total liabilities and shareholder's equity $ 25,388 $ 21,208 $ 57,498 $ (38,190 ) $ 65,904 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended June 30, 2016 (In millions) (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 118 $ 708 $ — $ 826 Leased vehicle income — — 1,390 — 1,390 Other income — 210 29 (163 ) 76 Total revenue — 328 2,127 (163 ) 2,292 Costs and expenses Salaries and benefits — 140 63 — 203 Other operating expenses — 53 185 (98 ) 140 Total operating expenses — 193 248 (98 ) 343 Leased vehicle expenses — — 1,068 — 1,068 Provision for loan losses — 77 74 — 151 Interest expense 265 (91 ) 392 (65 ) 501 Total costs and expenses 265 179 1,782 (163 ) 2,063 Equity income 336 168 37 (504 ) 37 Income before income taxes 71 317 382 (504 ) 266 Income tax (benefit) provision (118 ) 68 127 — 77 Net income $ 189 $ 249 $ 255 $ (504 ) $ 189 Comprehensive income $ 103 $ 247 $ 169 $ (416 ) $ 103 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended June 30, 2015 (In millions) (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 100 $ 748 $ — $ 848 Leased vehicle income — — 599 — 599 Other income 4 118 40 (94 ) 68 Total revenue 4 218 1,387 (94 ) 1,515 Costs and expenses Salaries and benefits — 77 104 — 181 Other operating expenses (19 ) 73 149 (65 ) 138 Total operating expenses (19 ) 150 253 (65 ) 319 Leased vehicle expenses — — 467 — 467 Provision for loan losses — 116 25 — 141 Interest expense 114 3 303 (29 ) 391 Total costs and expenses 95 269 1,048 (94 ) 1,318 Equity income 223 156 28 (379 ) 28 Income before income taxes 132 105 367 (379 ) 225 Income tax (benefit) provision (54 ) (20 ) 113 — 39 Net income $ 186 $ 125 $ 254 $ (379 ) $ 186 Comprehensive income $ 291 $ 139 $ 353 $ (492 ) $ 291 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2016 (In millions) (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 217 $ 1,427 $ — $ 1,644 Leased vehicle income — — 2,574 — 2,574 Other income (1 ) 415 44 (309 ) 149 Total revenue (1 ) 632 4,045 (309 ) 4,367 Costs and expenses Salaries and benefits — 275 121 — 396 Other operating expenses (4 ) 121 355 (191 ) 281 Total operating expenses (4 ) 396 476 (191 ) 677 Leased vehicle expenses — — 1,961 — 1,961 Provision for loan losses — 180 167 — 347 Interest expense 441 (121 ) 762 (118 ) 964 Total costs and expenses 437 455 3,366 (309 ) 3,949 Equity income 591 336 73 (927 ) 73 Income before income taxes 153 513 752 (927 ) 491 Income tax (benefit) provision (200 ) 80 258 — 138 Net income $ 353 $ 433 $ 494 $ (927 ) $ 353 Comprehensive income $ 419 $ 470 $ 567 $ (1,037 ) $ 419 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF INCOME Six Months Ended June 30, 2015 (In millions) (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 180 $ 1,522 $ — $ 1,702 Leased vehicle income — — 1,030 — 1,030 Other income 11 226 85 (185 ) 137 Total revenue 11 406 2,637 (185 ) 2,869 Costs and expenses Salaries and benefits — 166 180 — 346 Other operating expenses 35 70 303 (129 ) 279 Total operating expenses 35 236 483 (129 ) 625 Leased vehicle expenses — — 794 — 794 Provision for loan losses — 190 106 — 296 Interest expense 208 1 618 (56 ) 771 Total costs and expenses 243 427 2,001 (185 ) 2,486 Equity income 461 285 56 (746 ) 56 Income before income taxes 229 264 692 (746 ) 439 Income tax (benefit) provision (107 ) (9 ) 219 — 103 Net income $ 336 $ 273 $ 473 $ (746 ) $ 336 Comprehensive income $ 95 $ 229 $ 228 $ (457 ) $ 95 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2016 (In millions) (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (218 ) $ (151 ) $ 2,987 $ — $ 2,618 Cash flows from investing activities Purchases of retail finance receivables, net — (8,110 ) (8,423 ) 8,190 (8,343 ) Principal collections and recoveries on retail finance receivables — 780 5,861 — 6,641 Proceeds from transfer of retail finance receivables, net — 5,250 2,940 (8,190 ) — Net funding of commercial finance receivables — (124 ) (1,238 ) — (1,362 ) Purchases of leased vehicles, net — — (10,196 ) — (10,196 ) Proceeds from termination of leased vehicles — — 1,090 — 1,090 Purchases of property and equipment — (35 ) (12 ) — (47 ) Change in restricted cash — 46 (118 ) — (72 ) Change in other assets — (139 ) (4 ) 139 (4 ) Net change in due from affiliates (4,503 ) (2,958 ) — 7,461 — Net change in investment in affiliates 6 723 — (729 ) — Net cash used in investing activities (4,497 ) (4,567 ) (10,100 ) 6,871 (12,293 ) Cash flows from financing activities Net change in debt (original maturities less than three months) — — 405 — 405 Borrowings and issuance of secured debt — — 13,986 (139 ) 13,847 Payments on secured debt — — (10,039 ) — (10,039 ) Borrowings and issuance of unsecured debt 5,740 — 1,566 — 7,306 Payments on unsecured debt (1,000 ) — (758 ) — (1,758 ) Net capital contributions — — (729 ) 729 — Debt issuance costs (25 ) — (58 ) — (83 ) Net change in due to affiliates — 4,668 2,793 (7,461 ) — Net cash provided by financing activities 4,715 4,668 7,166 (6,871 ) 9,678 Net increase (decrease) in cash and cash equivalents — (50 ) 53 — 3 Effect of foreign exchange rate changes on cash and cash equivalents — — 38 — 38 Cash and cash equivalents at beginning of period — 2,259 802 — 3,061 Cash and cash equivalents at end of period $ — $ 2,209 $ 893 $ — $ 3,102 GENERAL MOTORS FINANCIAL COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six Months Ended June 30, 2015 (In millions) (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (102 ) $ 150 $ 1,217 $ — $ 1,265 Cash flows from investing activities Purchases of retail finance receivables, net — (5,684 ) (6,823 ) 4,141 (8,366 ) Principal collections and recoveries on retail finance receivables — 246 5,470 — 5,716 Proceeds from transfer of retail finance receivables, net — 3,380 761 (4,141 ) — Net funding of commercial finance receivables — 139 (176 ) — (37 ) Purchases of leased vehicles, net — — (6,724 ) — (6,724 ) Proceeds from termination of leased vehicles — — 468 — 468 Acquisition of international operations (513 ) (536 ) — — (1,049 ) Disposition of equity interest — 125 — — 125 Purchases of property and equipment — (12 ) (32 ) — (44 ) Change in restricted cash — (13 ) (127 ) — (140 ) Change in other assets — — 17 — 17 Net change in due from affiliates (3,983 ) (3,225 ) — 7,208 — Net change in investment in affiliates (6 ) (355 ) — 361 — Net cash used in investing activities (4,502 ) (5,935 ) (7,166 ) 7,569 (10,034 ) Cash flows from financing activities Net change in debt (original maturities less than three months) — — (150 ) — (150 ) Borrowings and issuance of secured debt — — 9,791 — 9,791 Payments on secured debt — — (7,406 ) — (7,406 ) Borrowings and issuance of unsecured debt 4,640 — 2,057 — 6,697 Payments on unsecured debt — — (871 ) — (871 ) Net capital contributions — — 361 (361 ) — Debt issuance costs (36 ) — (65 ) — (101 ) Net change in due to affiliates — 4,680 2,528 (7,208 ) — Net cash provided by financing activities 4,604 4,680 6,245 (7,569 ) 7,960 Net increase (decrease) in cash and cash equivalents — (1,105 ) 296 — (809 ) Effect of foreign exchange rate changes on cash and cash equivalents — — (95 ) — (95 ) Cash and cash equivalents at beginning of period — 2,266 708 — 2,974 Cash and cash equivalents at end of period $ — $ 1,161 $ 909 $ — $ 2,070 |