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 March 31, 2017 and December 31, 2016 , and for the three months ended March 31, 2017 and 2016 (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. CONDENSED CONSOLIDATING BALANCE SHEET March 31, 2017 (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ 2,040 $ 654 $ — $ 2,694 Finance receivables, net — 7,516 39,394 — 46,910 Leased vehicles, net — — 37,302 — 37,302 Goodwill 1,095 — 105 — 1,200 Equity in net assets of non-consolidated affiliates — — 998 — 998 Property and equipment, net — 163 128 — 291 Deferred income taxes 613 75 284 (688 ) 284 Related party receivables — 73 544 — 617 Other assets 3 746 3,743 (248 ) 4,244 Due from affiliates 26,778 15,992 — (42,770 ) — Investment in affiliates 9,401 5,971 — (15,372 ) — Total assets $ 37,890 $ 32,576 $ 83,152 $ (59,078 ) $ 94,540 LIABILITIES AND SHAREHOLDER'S EQUITY Liabilities Secured debt $ — $ — $ 42,827 $ (248 ) $ 42,579 Unsecured debt 28,573 — 8,797 — 37,370 Accounts payable and accrued expenses 261 330 910 — 1,501 Deferred income — — 2,588 — 2,588 Deferred income taxes — — 947 (688 ) 259 Related party payables 1 — 447 — 448 Other liabilities 63 476 264 — 803 Due to affiliates — 25,977 16,793 (42,770 ) — Total liabilities 28,898 26,783 73,573 (43,706 ) 85,548 Shareholder's equity Common stock — — 698 (698 ) — Additional paid-in capital 6,512 79 4,652 (4,731 ) 6,512 Accumulated other comprehensive loss (1,148 ) (157 ) (1,123 ) 1,280 (1,148 ) Retained earnings 3,628 5,871 5,352 (11,223 ) 3,628 Total shareholder's equity 8,992 5,793 9,579 (15,372 ) 8,992 Total liabilities and shareholder's equity $ 37,890 $ 32,576 $ 83,152 $ (59,078 ) $ 94,540 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 (Unaudited) 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended March 31, 2017 (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 95 $ 767 $ — $ 862 Leased vehicle income — — 1,942 — 1,942 Other income — 273 1 (199 ) 75 Total revenue — 368 2,710 (199 ) 2,879 Costs and expenses Salaries and benefits — 163 66 — 229 Other operating expenses 7 44 222 (110 ) 163 Total operating expenses 7 207 288 (110 ) 392 Leased vehicle expenses — — 1,438 — 1,438 Provision for loan losses — 73 144 — 217 Interest expense 235 33 440 (89 ) 619 Total costs and expenses 242 313 2,310 (199 ) 2,666 Equity income 315 215 47 (530 ) 47 Income before income taxes 73 270 447 (530 ) 260 Income tax (benefit) provision (129 ) 26 161 — 58 Net income $ 202 $ 244 $ 286 $ (530 ) $ 202 Comprehensive income $ 292 $ 248 $ 386 $ (634 ) $ 292 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended March 31, 2016 (Unaudited) General Guarantor Non- Eliminations Consolidated Revenue Finance charge income $ — $ 99 $ 719 $ — $ 818 Leased vehicle income — — 1,184 — 1,184 Other income (1 ) 205 15 (146 ) 73 Total revenue (1 ) 304 1,918 (146 ) 2,075 Costs and expenses Salaries and benefits — 135 58 — 193 Other operating expenses (4 ) 68 170 (93 ) 141 Total operating expenses (4 ) 203 228 (93 ) 334 Leased vehicle expenses — — 893 — 893 Provision for loan losses — 103 93 — 196 Interest expense 176 (30 ) 370 (53 ) 463 Total costs and expenses 172 276 1,584 (146 ) 1,886 Equity income 255 168 36 (423 ) 36 Income before income taxes 82 196 370 (423 ) 225 Income tax (benefit) provision (82 ) 12 131 — 61 Net income $ 164 $ 184 $ 239 $ (423 ) $ 164 Comprehensive income $ 316 $ 223 $ 398 $ (621 ) $ 316 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2017 (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (273 ) $ 103 $ 1,586 $ — $ 1,416 Cash flows from investing activities Purchases of retail finance receivables, net — (4,920 ) (3,850 ) 2,369 (6,401 ) Principal collections and recoveries on retail finance receivables — 450 3,145 — 3,595 Proceeds from transfer of retail finance receivables, net — 2,095 274 (2,369 ) — Net funding of commercial finance receivables — (194 ) (347 ) — (541 ) Purchases of leased vehicles, net — — (4,794 ) — (4,794 ) Proceeds from termination of leased vehicles — — 1,082 — 1,082 Purchases of property and equipment — (19 ) (5 ) — (24 ) Other investing activities — (79 ) 79 — Net change in due from affiliates (2,230 ) 80 — 2,150 — Net change in investment in affiliates — 694 — (694 ) — Net cash used in investing activities (2,230 ) (1,893 ) (4,495 ) 1,535 (7,083 ) Cash flows from financing activities Net change in debt (original maturities less than three months) 17 — (285 ) — (268 ) Borrowings and issuance of secured debt — — 8,440 (79 ) 8,361 Payments on secured debt — — (4,805 ) — (4,805 ) Borrowings and issuance of unsecured debt 2,497 — 471 — 2,968 Payments on unsecured debt — — (574 ) — (574 ) Debt issuance costs (11 ) — (16 ) — (27 ) Net capital contributions — — (694 ) 694 — Net change in due to affiliates — 1,546 604 (2,150 ) — Net cash provided by financing activities 2,503 1,546 3,141 (1,535 ) 5,655 Net increase (decrease) in cash, cash equivalents and restricted cash — (244 ) 232 — (12 ) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — — 37 — 37 Cash, cash equivalents and restricted cash at beginning of period — 2,284 3,018 — 5,302 Cash, cash equivalents and restricted cash at end of period $ — $ 2,040 $ 3,287 $ — $ 5,327 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidating balance sheet: General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ 2,040 $ 654 $ — $ 2,694 Restricted cash included in other assets — — 2,633 — 2,633 Total $ — $ 2,040 $ 3,287 $ — $ 5,327 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three Months Ended March 31, 2016 (Unaudited) General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (144 ) $ (537 ) $ 1,839 $ — $ 1,158 Cash flows from investing activities Purchases of retail finance receivables, net — (4,466 ) (4,388 ) 4,689 (4,165 ) Principal collections and recoveries on retail finance receivables — 359 2,912 — 3,271 Proceeds from transfer of retail finance receivables, net — 2,866 1,823 (4,689 ) — Net funding of commercial finance receivables — (227 ) (797 ) — (1,024 ) Purchases of leased vehicles, net — — (5,158 ) — (5,158 ) Proceeds from termination of leased vehicles — — 481 — 481 Purchases of property and equipment — (15 ) (5 ) — (20 ) Other investing activities — (60 ) 1 60 1 Net change in due from affiliates (2,587 ) (1,208 ) — 3,795 — Net change in investment in affiliates — 336 — (336 ) — Net cash used in investing activities (2,587 ) (2,415 ) (5,131 ) 3,519 (6,614 ) Cash flows from financing activities Net change in debt (original maturities less than three months) — — 757 — 757 Borrowings and issuance of secured debt — — 7,114 (60 ) 7,054 Payments on secured debt — — (5,251 ) — (5,251 ) Borrowings and issuance of unsecured debt 2,744 — 387 — 3,131 Payments on unsecured debt — — (241 ) — (241 ) Debt issuance costs (13 ) — (13 ) — (26 ) Net capital contributions — — (336 ) 336 — Net change in due to affiliates — 2,732 1,063 (3,795 ) — Net cash provided by financing activities 2,731 2,732 3,480 (3,519 ) 5,424 Net increase (decrease) in cash, cash equivalents, and restricted cash — (220 ) 188 — (32 ) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — — 58 — 58 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 $ — $ 2,099 $ 2,929 $ — $ 5,028 |