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, 2016 and December 31, 2015 , and for the three and nine months ended September 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 nine months ended September 30, 2015 . As a result, correcting adjustments have been made from what was previously reported to (1) reclassify $6.1 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 $3.9 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 $945 million . These adjustments had no effect on the condensed consolidated financial statements at or for the three and nine months ended September 30, 2015 . CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2016 (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ 1,692 $ 896 $ — $ 2,588 Finance receivables, net — 7,932 33,200 — 41,132 Leased vehicles, net — — 31,775 — 31,775 Restricted cash — 19 2,036 — 2,055 Goodwill 1,095 — 103 — 1,198 Equity in net assets of non-consolidated affiliates — — 940 — 940 Property and equipment, net — 127 126 — 253 Deferred income taxes 422 — 265 (377 ) 310 Related party receivables — 53 797 — 850 Other assets 18 311 850 (169 ) 1,010 Due from affiliates 23,089 14,177 — (37,266 ) — Investment in affiliates 9,357 4,539 — (13,896 ) — Total assets $ 33,981 $ 28,850 $ 70,988 $ (51,708 ) $ 82,111 LIABILITIES AND SHAREHOLDER'S EQUITY Liabilities Secured debt $ — $ — $ 35,406 $ (169 ) $ 35,237 Unsecured debt 25,085 — 8,441 — 33,526 Accounts payable and accrued expenses 201 289 929 — 1,419 Deferred income — — 2,226 — 2,226 Deferred income taxes — 15 661 (377 ) 299 Related party payables — — 407 — 407 Other liabilities 77 38 264 — 379 Due to affiliates — 23,027 14,239 (37,266 ) — Total liabilities 25,363 23,369 62,573 (37,812 ) 73,493 Shareholder's equity Common stock — — 698 (698 ) — Additional paid-in capital 6,495 79 3,972 (4,051 ) 6,495 Accumulated other comprehensive loss (1,049 ) (147 ) (1,029 ) 1,176 (1,049 ) Retained earnings 3,172 5,549 4,774 (10,323 ) 3,172 Total shareholder's equity 8,618 5,481 8,415 (13,896 ) 8,618 Total liabilities and shareholder's equity $ 33,981 $ 28,850 $ 70,988 $ (51,708 ) $ 82,111 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 (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 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2016 (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 127 $ 710 $ — $ 837 Leased vehicle income — — 1,590 — 1,590 Other income — 213 30 (171 ) 72 Total revenue — 340 2,330 (171 ) 2,499 Costs and expenses Salaries and benefits — 157 66 — 223 Other operating expenses 6 54 210 (101 ) 169 Total operating expenses 6 211 276 (101 ) 392 Leased vehicle expenses — — 1,202 — 1,202 Provision for loan losses — 102 70 — 172 Interest expense 171 54 386 (70 ) 541 Total costs and expenses 177 367 1,934 (171 ) 2,307 Equity income 267 202 36 (469 ) 36 Income before income taxes 90 175 432 (469 ) 228 Income tax (benefit) provision (57 ) (17 ) 155 — 81 Net income $ 147 $ 192 $ 277 $ (469 ) $ 147 Comprehensive income $ 136 $ 183 $ 270 $ (453 ) $ 136 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2015 (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 ) CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2016 (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 344 $ 2,137 $ — $ 2,481 Leased vehicle income — — 4,164 — 4,164 Other income (1 ) 628 74 (480 ) 221 Total revenue (1 ) 972 6,375 (480 ) 6,866 Costs and expenses Salaries and benefits — 432 187 — 619 Other operating expenses 2 175 565 (292 ) 450 Total operating expenses 2 607 752 (292 ) 1,069 Leased vehicle expenses — — 3,163 — 3,163 Provision for loan losses — 282 237 — 519 Interest expense 612 (67 ) 1,148 (188 ) 1,505 Total costs and expenses 614 822 5,300 (480 ) 6,256 Equity income 858 538 109 (1,396 ) 109 Income before income taxes 243 688 1,184 (1,396 ) 719 Income tax (benefit) provision (257 ) 63 413 — 219 Net income $ 500 $ 625 $ 771 $ (1,396 ) $ 500 Comprehensive income $ 555 $ 653 $ 837 $ (1,490 ) $ 555 CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2015 (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 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2016 (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (469 ) $ (379 ) $ 4,704 $ — $ 3,856 Cash flows from investing activities Purchases of retail finance receivables, net — (12,676 ) (12,891 ) 12,315 (13,252 ) Principal collections and recoveries on retail finance receivables — 1,274 8,630 — 9,904 Proceeds from transfer of retail finance receivables, net — 8,232 4,083 (12,315 ) — Net funding of commercial finance receivables — (335 ) (1,347 ) — (1,682 ) Purchases of leased vehicles, net — — (15,030 ) — (15,030 ) Proceeds from termination of leased vehicles — — 1,801 — 1,801 Purchases of property and equipment — (50 ) (21 ) — (71 ) Change in restricted cash — 41 (164 ) — (123 ) Other investing activities (169 ) (3 ) 169 (3 ) Net change in due from affiliates (7,506 ) (6,621 ) — 14,127 — Net change in investment in affiliates 24 2,473 — (2,497 ) — Net cash used in investing activities (7,482 ) (7,831 ) (14,942 ) 11,799 (18,456 ) Cash flows from financing activities Net change in debt (original maturities less than three months) 1 — 496 — 497 Borrowings and issuance of secured debt — — 19,573 (169 ) 19,404 Payments on secured debt — — (14,599 ) — (14,599 ) Borrowings and issuance of unsecured debt 8,987 — 2,312 — 11,299 Payments on unsecured debt (1,000 ) — (1,386 ) — (2,386 ) Net capital contributions — — (2,497 ) 2,497 — Debt issuance costs (37 ) — (82 ) — (119 ) Net change in due to affiliates — 7,643 6,484 (14,127 ) — Net cash provided by financing activities 7,951 7,643 10,301 (11,799 ) 14,096 Net increase (decrease) in cash and cash equivalents — (567 ) 63 — (504 ) Effect of foreign exchange rate changes on cash and cash equivalents — — 31 — 31 Cash and cash equivalents at beginning of period — 2,259 802 — 3,061 Cash and cash equivalents at end of period $ — $ 1,692 $ 896 $ — $ 2,588 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine Months Ended September 30, 2015 (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (184 ) $ 314 $ 2,037 $ — $ 2,167 Cash flows from investing activities Purchases of retail finance receivables, net — (9,045 ) (11,938 ) 7,884 (13,099 ) Principal collections and recoveries on retail finance receivables — 414 8,304 — 8,718 Proceeds from transfer of retail finance receivables, net — 6,939 945 (7,884 ) — 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 ) Other investing activities — — 24 — 24 Net change in due from affiliates (6,189 ) (3,973 ) — 10,162 — Net change in investment in affiliates (6 ) (2,644 ) — 2,650 — Net cash used in investing activities (6,708 ) (8,590 ) (13,870 ) 12,812 (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 to affiliates — 6,844 3,318 (10,162 ) — Net cash provided by financing activities 6,892 6,844 12,047 (12,812 ) 12,971 Net increase (decrease) 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 |