Guarantor Consolidating Financial Statements | Guarantor 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 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 December 31, 2016 and December 31, 2015 and for the years ended December 31, 2016, 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. CONSOLIDATING BALANCE SHEET December 31, 2016 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ 2,284 $ 917 $ — $ 3,201 Finance receivables, net — 4,969 38,221 — 43,190 Leased vehicles, net — — 34,526 — 34,526 Goodwill 1,095 — 101 — 1,196 Equity in net assets of non-consolidated affiliates — — 944 — 944 Property and equipment, net — 152 127 — 279 Deferred income taxes 502 89 274 (591 ) 274 Related party receivables — 25 485 — 510 Other assets 4 643 3,167 (169 ) 3,645 Due from affiliates 24,548 16,065 — (40,613 ) — Investment in affiliates 8,986 6,445 — (15,431 ) — Total assets $ 35,135 $ 30,672 $ 78,762 $ (56,804 ) $ 87,765 LIABILITIES AND SHAREHOLDER'S EQUITY Liabilities Secured debt $ — $ — $ 39,439 $ (169 ) $ 39,270 Unsecured debt 26,076 — 8,530 — 34,606 Accounts payable and accrued expenses 302 273 899 — 1,474 Deferred income — — 2,365 — 2,365 Deferred income taxes — — 811 (591 ) 220 Related party payables 1 — 399 — 400 Other liabilities 63 417 257 — 737 Due to affiliates — 24,437 16,176 (40,613 ) — Total liabilities 26,442 25,127 68,876 (41,373 ) 79,072 Shareholder's equity Common stock — — 698 (698 ) — Additional paid-in capital 6,505 79 5,345 (5,424 ) 6,505 Accumulated other comprehensive loss (1,238 ) (161 ) (1,223 ) 1,384 (1,238 ) Retained earnings 3,426 5,627 5,066 (10,693 ) 3,426 Total shareholder's equity 8,693 5,545 9,886 (15,431 ) 8,693 Total liabilities and shareholder's equity $ 35,135 $ 30,672 $ 78,762 $ (56,804 ) $ 87,765 CONSOLIDATING BALANCE SHEET December 31, 2015 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 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 92 2,568 — 2,692 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 CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2016 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 432 $ 2,897 $ — $ 3,329 Leased vehicle income — — 5,925 — 5,925 Other income (1 ) 883 97 (675 ) 304 Total revenue (1 ) 1,315 8,919 (675 ) 9,558 Costs and expenses Salaries and benefits — 597 256 — 853 Other operating expenses 2 200 837 (402 ) 637 Total operating expenses 2 797 1,093 (402 ) 1,490 Leased vehicle expenses — — 4,529 — 4,529 Provision for loan losses — 378 291 — 669 Interest expense 557 296 1,528 (273 ) 2,108 Total costs and expenses 559 1,471 7,441 (675 ) 8,796 Equity income 994 771 151 (1,765 ) 151 Income before income taxes 434 615 1,629 (1,765 ) 913 Income tax (benefit) provision (320 ) (89 ) 568 — 159 Net income $ 754 $ 704 $ 1,061 $ (1,765 ) $ 754 Comprehensive income $ 620 $ 718 $ 933 $ (1,651 ) $ 620 CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2015 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 403 $ 2,978 $ — $ 3,381 Leased vehicle income — — 2,807 — 2,807 Other income 13 505 139 (391 ) 266 Total revenue 13 908 5,924 (391 ) 6,454 Costs and expenses Salaries and benefits — 332 394 — 726 Other operating expenses 64 105 649 (251 ) 567 Total operating expenses 64 437 1,043 (251 ) 1,293 Leased vehicle expenses — — 2,200 — 2,200 Provision for loan losses — 398 226 — 624 Interest expense 488 18 1,250 (140 ) 1,616 Total costs and expenses 552 853 4,719 (391 ) 5,733 Equity income 941 579 116 (1,520 ) 116 Income before income taxes 402 634 1,321 (1,520 ) 837 Income tax (benefit) provision (244 ) 25 410 — 191 Net income $ 646 $ 609 $ 911 $ (1,520 ) $ 646 Comprehensive (loss) income $ (25 ) $ 498 $ 225 $ (723 ) $ (25 ) CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2014 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 194 $ 3,281 $ — $ 3,475 Leased vehicle income — — 1,090 — 1,090 Other income 68 432 178 (389 ) 289 Total revenue 68 626 4,549 (389 ) 4,854 Costs and expenses Salaries and benefits — 249 365 — 614 Other operating expenses 159 (17 ) 657 (251 ) 548 Total operating expenses 159 232 1,022 (251 ) 1,162 Leased vehicle expenses — — 847 — 847 Provision for loan losses — 334 270 — 604 Interest expense 232 23 1,309 (138 ) 1,426 Total costs and expenses 391 589 3,448 (389 ) 4,039 Equity income 757 523 — (1,280 ) — Income before income taxes 434 560 1,101 (1,280 ) 815 Income tax (benefit) provision (103 ) 12 369 — 278 Net income $ 537 $ 548 $ 732 $ (1,280 ) $ 537 Comprehensive income $ 93 $ 491 $ 298 $ (789 ) $ 93 CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2016 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 754 $ 704 $ 1,061 $ (1,765 ) $ 754 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 37 26 4,776 — 4,839 Accretion and amortization of loan and leasing fees — 17 (1,189 ) — (1,172 ) Amortization of carrying value adjustment — (3 ) (26 ) — (29 ) Undistributed earnings of non-consolidated affiliates, net (994 ) (771 ) (22 ) 1,765 (22 ) Provision for loan losses — 378 291 — 669 Deferred income taxes (313 ) (390 ) 745 — 42 Stock-based compensation expense 24 — 1 — 25 Other operating activities (299 ) 289 11 — 1 Changes in assets and liabilities: Other assets 18 (347 ) (114 ) — (443 ) Accounts payable and accrued expenses 117 (438 ) 535 — 214 Taxes payable (1 ) — (1 ) — (2 ) Related party payables — — 5 — 5 Net cash (used in) provided by operating activities (657 ) (535 ) 6,073 — 4,881 Cash flows from investing activities Purchases of retail finance receivables, net — (15,847 ) (20,080 ) 18,131 (17,796 ) Principal collections and recoveries on retail finance receivables — 1,542 11,630 — 13,172 Proceeds from transfer of retail finance receivables, net — 13,897 4,234 (18,131 ) — Net funding of commercial finance receivables — (191 ) (2,790 ) — (2,981 ) Purchases of leased vehicles, net — — (19,612 ) — (19,612 ) Proceeds from termination of leased vehicles — — 2,557 — 2,557 Purchases of property and equipment — (82 ) (25 ) — (107 ) Other investing activities — (169 ) (7 ) 169 (7 ) Net change in due from affiliates (8,966 ) (8,508 ) — 17,474 — Net change in investment in affiliates 339 787 — (1,126 ) — Net cash used in investing activities (8,627 ) (8,571 ) (24,093 ) 16,517 (24,774 ) Cash flows from financing activities Net change in debt (original maturities less than three months) 8 — 772 — 780 Borrowings and issuance of secured debt — — 29,590 (169 ) 29,421 Payments on secured debt — — (20,266 ) — (20,266 ) Borrowings and issuance of unsecured debt 10,320 — 2,962 — 13,282 Payments on unsecured debt (1,000 ) — (1,837 ) — (2,837 ) Borrowings on related party line of credit 418 — — — 418 Payments on related party line of credit (418 ) — — — (418 ) Net capital contributions — — (1,126 ) 1,126 — Debt issuance costs (44 ) — (102 ) — (146 ) Net change in due to affiliates — 9,071 8,403 (17,474 ) — Net cash provided by financing activities 9,284 9,071 18,396 (16,517 ) 20,234 Net increase in cash, cash equivalents and restricted cash — (35 ) 376 — 341 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — — (41 ) — (41 ) Cash, cash equivalents and restricted cash at beginning of period — 2,319 2,683 — 5,002 Cash, cash equivalents and restricted cash at end of period $ — $ 2,284 $ 3,018 $ — $ 5,302 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidating balance sheet: General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ 2,284 $ 917 $ — $ 3,201 Restricted cash included in other assets — — 2,101 — 2,101 Total cash, cash equivalents and restricted cash as presented in the consolidating statements of cash flows $ — $ 2,284 $ 3,018 $ — $ 5,302 CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 646 $ 609 $ 911 $ (1,520 ) $ 646 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 28 3 2,372 — 2,403 Accretion and amortization of loan and leasing fees — 25 (634 ) — (609 ) Amortization of carrying value adjustment — (14 ) (135 ) — (149 ) Undistributed earnings of non-consolidated affiliates, net (941 ) (579 ) (116 ) 1,520 (116 ) Provision for loan losses — 398 226 — 624 Deferred income taxes (189 ) 2 319 — 132 Stock-based compensation expense 33 — 3 — 36 Other operating activities 32 (5 ) (64 ) — (37 ) Changes in assets and liabilities: Other assets (3 ) 25 (397 ) — (375 ) Accounts payable and accrued expenses 100 531 (349 ) — 282 Taxes payable (12 ) 1 (9 ) — (20 ) Related party taxes payable (636 ) — — — (636 ) Related party payables 1 — (14 ) — (13 ) Net cash (used in) provided by operating activities (941 ) 996 2,113 — 2,168 Cash flows from investing activities Purchases of retail finance receivables, net — (13,997 ) (16,981 ) 13,461 (17,517 ) Principal collections and recoveries on retail finance receivables — 755 10,971 — 11,726 Proceeds from transfer of retail finance receivables, net — 10,428 3,033 (13,461 ) — Net funding of commercial finance receivables — 6 (1,023 ) — (1,017 ) Purchases of leased vehicles, net — — (15,337 ) — (15,337 ) Proceeds from termination of leased vehicles — — 1,096 — 1,096 Acquisition of international operations (513 ) (536 ) — — (1,049 ) Disposition of equity interest — 125 — — 125 Purchases of property and equipment — (21 ) (69 ) — (90 ) Other investing activities — — 30 — 30 Net change in due from affiliates (8,819 ) (5,593 ) — 14,412 — Net change in investment in affiliates (6 ) (1,893 ) — 1,899 — Net cash used in investing activities (9,338 ) (10,726 ) (18,280 ) 16,311 (22,033 ) Cash flows from financing activities Net change in debt (original maturities less than three months) — — 1,147 — 1,147 Borrowings and issuance of secured debt — — 22,385 — 22,385 Payments on secured debt — — (15,178 ) — (15,178 ) Borrowings and issuance of unsecured debt 9,687 — 3,290 — 12,977 Payments on unsecured debt — — (1,709 ) — (1,709 ) Net capital contributions 649 — 1,899 (1,899 ) 649 Debt issuance costs (58 ) — (97 ) — (155 ) Other 1 — — — 1 Net change in due to affiliates — 9,766 4,646 (14,412 ) — Net cash provided by financing activities 10,279 9,766 16,383 (16,311 ) 20,117 Net increase in cash, cash equivalents and restricted cash — 36 216 — 252 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — — (295 ) — (295 ) Cash, cash equivalents and restricted cash at beginning of period — 2,283 2,762 — 5,045 Cash, cash equivalents and restricted cash at end of period $ — $ 2,319 $ 2,683 $ — $ 5,002 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidating balance sheet: General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ 2,259 $ 802 $ — $ 3,061 Restricted cash included in other assets — 60 1,881 — 1,941 Total cash, cash equivalents and restricted cash as presented in the consolidating statements of cash flows $ — $ 2,319 $ 2,683 $ — $ 5,002 CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2014 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 537 $ 548 $ 732 $ (1,280 ) $ 537 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 14 2 976 — 992 Accretion and amortization of loan and leasing fees — 4 (367 ) — (363 ) Amortization of carrying value adjustment — (4 ) (230 ) — (234 ) Undistributed earnings of non-consolidated affiliates, net (757 ) (523 ) — 1,280 — Provision for loan losses — 334 270 — 604 Deferred income taxes 1 127 (211 ) — (83 ) Stock-based compensation expense 18 — 1 — 19 Other operating activities 137 (2 ) 47 — 182 Changes in assets and liabilities, net of assets and liabilities acquired: Other assets (18 ) (14 ) (53 ) — (85 ) Accounts payable and accrued expenses 36 (25 ) 122 — 133 Taxes payable (3 ) — (60 ) — (63 ) Related party taxes payable (7 ) — — — (7 ) Related party payable — — 5 — 5 Net cash (used in) provided by operating activities (42 ) 447 1,232 — 1,637 Cash flows from investing activities Purchases of retail finance receivables, net — (8,220 ) (14,321 ) 7,792 (14,749 ) Principal collections and recoveries on retail finance receivables — (99 ) 10,959 — 10,860 Proceeds from transfer of retail finance receivables, net — 6,369 1,423 (7,792 ) — Net funding of commercial finance receivables — (128 ) (1,770 ) — (1,898 ) Purchases of leased vehicles, net — — (4,882 ) — (4,882 ) Proceeds from termination of leased vehicles — — 533 — 533 Acquisition of international operations (46 ) — — — (46 ) Purchases of property and equipment — (20 ) (32 ) — (52 ) Other investing activities — — (2 ) — (2 ) Net change in due from affiliates (3,149 ) (443 ) (400 ) 3,992 — Net change in investment in affiliates (357 ) (27 ) — 384 — Net cash used in investing activities (3,552 ) (2,568 ) (8,492 ) 4,376 (10,236 ) Cash flows from financing activities Net change in debt (original maturities less than three months) — — 470 — 470 Borrowings and issuance of secured debt — — 21,080 — 21,080 Payments on secured debt — — (16,890 ) — (16,890 ) Borrowings and issuance of unsecured debt 3,500 — 3,674 — 7,174 Payments on unsecured debt — — (1,889 ) — (1,889 ) Net capital contribution 996 — 382 (382 ) 996 Debt issuance costs (39 ) — (88 ) — (127 ) Net change in due to affiliates (863 ) 3,989 866 (3,992 ) — Net cash provided by financing activities 3,594 3,989 7,605 (4,374 ) 10,814 Net increase in cash, cash equivalents and restricted cash — 1,868 345 2 2,215 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — — (199 ) (2 ) (201 ) Cash, cash equivalents and restricted cash at beginning of period — 415 2,616 — 3,031 Cash, cash equivalents and restricted cash at end of period $ — $ 2,283 $ 2,762 $ — $ 5,045 |