General Motors Financial (ACF) 10-Q 2017 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________ 

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 1-10667

______________________________________________ 

General Motors Financial Company, Inc.

(Exact name of registrant as specified in its charter)

State of Texas	75-2291093
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

801 Cherry Street, Suite 3500, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  Q    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  Q    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer (Do not check if a smaller reporting company) ý Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  Q

As of October 23, 2017, there were 5,050,000 shares of the registrant’s common stock, par value $0.0001 per share, outstanding. All of the registrant’s common stock is owned by General Motors Holdings LLC.

INDEX

		Page
PART I
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows (Unaudited)	3
	Notes to Condensed Consolidated Financial Statements	4
	Note 1. Summary of Significant Accounting Policies	4
	Note 2. Discontinued Operations	4
	Note 3. Related Party Transactions	5
	Note 4. Finance Receivables	7
	Note 5. Leased Vehicles	10
	Note 6. Equity in Net Assets of Non-consolidated Affiliate	10
	Note 7. Debt	10
	Note 8. Variable Interest Entities	11
	Note 9. Derivative Financial Instruments and Hedging Activities	12
	Note 10. Commitments and Contingencies	13
	Note 11. Shareholders' Equity	14
	Note 12. Income Taxes	14
	Note 13. Segment Reporting	15
	Note 14. Accumulated Other Comprehensive Loss	16
	Note 15. Regulatory Capital and other Regulatory Matters	16
	Note 16. Guarantor Condensed Consolidating Financial Statements	17
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 6.	Exhibits	37
	Signature	38

GENERAL MOTORS FINANCIAL COMPANY, INC.

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except per share amounts)(Unaudited)

	September 30, 2017			December 31, 2016
ASSETS
Cash and cash equivalents	$	3,976		$	2,815
Finance receivables, net (Note 4; Note 8 VIEs)	40,864			33,475
Leased vehicles, net (Note 5; Note 8 VIEs)	41,775			34,342
Goodwill	1,201			1,196
Equity in net assets of non-consolidated affiliate (Note 6)	1,119			944
Related party receivables (Note 3)	339			347
Other assets (Note 8 VIEs)	4,767			3,695
Assets held for sale (Note 2)	12,094			10,951
Total assets	$	106,135		$	87,765
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt (Note 7; Note 8 VIEs)	$	40,775		$	35,087
Unsecured debt (Note 7)	38,263			29,476
Deferred income	3,066			2,355
Related party payables (Note 3)	253			320
Other liabilities	2,449			2,141
Liabilities held for sale (Note 2)	10,858			9,693
Total liabilities	95,664			79,072
Commitments and contingencies (Note 10)
Shareholders' equity
Common stock, $0.0001 par value per share, 10,000,000 shares authorized and 5,050,000 shares issued (Note 11)	—			—
Preferred stock, $0.01 par value per share, 250,000,000 shares authorized and 1,000,000 shares issued (Note 11)	—			—
Additional paid-in capital	7,514			6,505
Accumulated other comprehensive loss (Note 14)	(935		)	(1,238		)
Retained earnings	3,892			3,426
Total shareholders' equity	10,471			8,693
Total liabilities and shareholders' equity	$	106,135		$	87,765

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions)(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017			2016
Revenue
Finance charge income	$	837	$	721	$	2,401		$	2,110
Leased vehicle income	2,244		1,582		6,282			4,144
Other income	80		57		216			175
Total revenue	3,161		2,360		8,899			6,429
Costs and expenses
Salaries and benefits	224		195		621			536
Other operating expenses	122		132		388			360
Total operating expenses	346		327		1,009			896
Leased vehicle expenses	1,670		1,197		4,648			3,148
Provision for loan losses	204		167		573			501
Interest expense	672		511		1,903			1,393
Total costs and expenses	2,892		2,202		8,133			5,938
Equity income (Note 6)	41		36		129			109
Income from continuing operations before income taxes	310		194		895			600
Income tax provision (Note 12)	124		60		260			185
Income from continuing operations	186		134		635			415
Income (loss) from discontinued operations, net of tax (Note 2)	16		13		(169		)	85
Net income	$	202	$	147	$	466		$	500
Net income attributable to common shareholder	$	200	$	147	$	464		$	500

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Net income	$	202		$	147		$	466		$	500
Other comprehensive income (loss), net of tax
Unrealized loss on cash flow hedges, net of income tax benefit of $2, $1, $10 and $3	(3		)	(1		)	(14		)	(5		)
Defined benefit plans, net of income tax	—			—			(1		)	—
Foreign currency translation adjustment, net of income tax expense of $21, $0, $30 and $0	120			(10		)	318			60
Other comprehensive income (loss), net of tax	117			(11		)	303			55
Comprehensive income	$	319		$	136		$	769		$	555

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)

	Nine Months Ended September 30,
	2017			2016
Net cash provided by operating activities - continuing operations	$	4,795		$	3,566
Net cash provided by operating activities - discontinued operations	243			290
Net cash provided by operating activities	5,038			3,856
Cash flows from investing activities
Purchases of retail finance receivables, net	(15,267		)	(10,408		)
Principal collections and recoveries on retail finance receivables	9,410			7,368
Net funding of commercial finance receivables	(1,557		)	(1,145		)
Purchases of leased vehicles, net	(14,809		)	(14,939		)
Proceeds from termination of leased vehicles	4,649			1,799
Other investing activities	(65		)	(59		)
Net cash used in investing activities - continuing operations	(17,639		)	(17,384		)
Net cash used in investing activities - discontinued operations	(468		)	(949		)
Net cash used in investing activities	(18,107		)	(18,333		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	(305		)	(301		)
Borrowings and issuance of secured debt	26,731			18,420
Payments on secured debt	(20,905		)	(12,525		)
Borrowings and issuance of unsecured debt	12,626			10,358
Payments on unsecured debt	(4,375		)	(2,345		)
Debt issuance costs	(131		)	(112		)
Proceeds from issuance of preferred stock	985			—
Net cash provided by financing activities - continuing operations	14,626			13,495
Net cash provided by financing activities - discontinued operations	63			601
Net cash provided by financing activities	14,689			14,096
Net increase (decrease) in cash, cash equivalents and restricted cash	1,620			(381		)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	112			22
Cash, cash equivalents and restricted cash at beginning of period	5,302			5,002
Cash, cash equivalents and restricted cash at end of period	$	7,034		$	4,643
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	6,469		$	3,918
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	565		$	725

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet:

	September 30, 2017
Cash and cash equivalents	$	3,976
Restricted cash included in other assets	2,493
Total	$	6,469

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

Basis of PresentationThe condensed consolidated financial statements include our accounts and the accounts of our consolidated subsidiaries, including certain special-purpose financing entities utilized in secured financing transactions, which are considered variable interest entities (VIEs). We consolidate certain operating entities that provide auto finance and financial services, which we do not control through a majority voting interest. We manage these entities and maintain a controlling financial interest in them and are exposed to the risks of ownership through contractual arrangements. The majority voting interests in these entities are indirectly wholly-owned by our parent, General Motors Company (GM). All intercompany transactions and balances have been eliminated in consolidation.

Our operations in Europe are presented as discontinued operations, and the related assets and liabilities are presented as held for sale in our condensed consolidated financial statements for all periods presented. Unless otherwise indicated, information in these notes to the condensed consolidated financial statements relates to continuing operations. Refer to Note 2 - "Discontinued Operations" for additional details regarding our planned disposal of these operations.

The condensed consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles (GAAP) in the United States of America. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements that are included in our Annual Report on Form 10-K filed on February 7, 2017 (Form 10-K). Except as otherwise specified, dollar amounts presented within tables are stated in millions.

The condensed consolidated financial statements at September 30, 2017, and for the three and nine months ended September 30, 2017 and 2016, are unaudited and, in management’s opinion, include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations. The results for interim periods are not necessarily indicative of results for a full year.

In August 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" (ASU 2017-12), which simplifies the application of hedge accounting and more closely aligns hedge accounting with companies' risk management strategies thereby making more hedging strategies eligible for hedge accounting. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. ASU 2017-12 requires a cumulative-effect adjustment for certain items upon adoption. We are currently evaluating the impact the adoption of ASU 2017-12 will have on our consolidated financial statements.

Segment Information We are the wholly-owned captive finance subsidiary of GM. We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We evaluate our business in two operating segments. The North America Segment includes our operations in the U.S. and Canada. The International Segment includes our operations in Brazil, Chile, Colombia, Mexico and Peru as well as our equity investment in SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC), a joint venture that conducts auto finance operations in China.

Note 2. Discontinued Operations

On March 5, 2017, General Motors Holdings LLC, a wholly-owned subsidiary of GM and our parent, entered into a Master Agreement (the Agreement) with Peugeot S.A. Pursuant to the Agreement, Peugeot S.A. acquired on July 31, 2017 GM’s Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) and will acquire, together with a financial partner, certain of our European financial subsidiaries and branches (collectively, our European Operations and, together with Opel/Vauxhall Business, GM's European Business). The transfer of our European Operations is expected to close by the end of the year subject to the receipt of the necessary regulatory approvals and satisfaction of other closing conditions.

The net consideration to be paid for our European Operations will be 0.8 times their book value at closing. Based on exchange rates at September 30, 2017, we estimate the net consideration will be approximately $1.1 billion, and we currently expect to recognize a disposal loss of approximately $500 million, subject to foreign currency fluctuations, which have had a favorable impact on the estimated loss. The purchase price is subject to certain adjustments as provided in the Agreement. During the nine months ended September 30, 2017, we recognized a portion of the disposal loss in accordance with ASC 360 - "Property, Plant and Equipment." We expect to recognize the remainder of the disposal loss at the closing of the transaction.

4

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following table summarizes the assets and liabilities held for sale:

	September 30, 2017		December 31, 2016
ASSETS
Cash and cash equivalents	$	242	$	386
Finance receivables, net	11,303		9,715
Related party receivables	—		163
Other assets	549		687
Total assets held for sale	$	12,094	$	10,951
LIABILITIES
Secured debt	$	4,872	$	4,183
Unsecured debt	5,469		5,130
Related party payables	—		80
Other liabilities	517		300
Total liabilities held for sale	$	10,858	$	9,693

The following table summarizes the results of operations for the discontinued operations:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017			2016
Total revenue	$	148		$	138	$	422		$	436
Interest expense	24			30		70			112
Other expenses	75			74		231			205
Total costs and expenses	99			104		301			317
Income from discontinued operations before income taxes	49			34		121			119
Loss on sale of discontinued operations before income taxes	38			—		374			—
Income (loss) from discontinued operations before income taxes	11			34		(253		)	119
Income tax (benefit) provision	(5		)	21		(84		)	34
Income (loss) from discontinued operations, net of tax	$	16		$	13	$	(169	)	$	85

Note 3. Related Party Transactions

We offer loan and lease finance products through GM-franchised dealers to customers purchasing new vehicles manufactured by GM and certain used vehicles and make commercial loans directly to GM-franchised dealers and their affiliates. We also offer commercial loans to dealers that are consolidated by GM and those balances are included in our finance receivables, net.

Under subvention programs, GM makes cash payments to us for offering incentivized rates and structures on retail loan and lease finance products. In addition, GM makes payments to us to cover certain interest payments on commercial loans.

In March 2017, we executed an agreement to purchase certain program vehicles from Maven Drive LLC (Maven), a wholly-owned subsidiary of GM. We simultaneously leased these vehicles to Maven for use in their ride-sharing arrangements. We account for these leases as direct-financing leases, which are included in our finance receivables, net.

5

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We have related party payables due to GM, primarily for commercial finance receivables originated but not yet funded. These payables typically settle within 30 days. The following tables present related party transactions:

Balance Sheet Data	September 30, 2017		December 31, 2016
Commercial finance receivables, net due from dealers consolidated by GM(a)	$	349	$	347
Direct-financing lease receivables from Maven(a)	$	96	$	—
Subvention receivable(b)	$	338	$	347
Commercial loan funding payable(c)	$	251	$	320

	Three Months Ended September 30,				Nine Months Ended September 30,
Income Statement Data	2017		2016		2017		2016
Interest subvention earned on retail finance receivables(d)	$	115	$	90	$	319	$	245
Interest subvention earned on commercial finance receivables(d)	$	14	$	13	$	42	$	35
Leased vehicle subvention earned(e)	$	786	$	591	$	2,246	$	1,588

_________________

(a) Included in finance receivables, net.

(b) Included in related party receivables. We received subvention payments from GM of $1.1 billion and $1.0 billion for the three months ended September 30, 2017 and 2016, and $3.3 billion and $3.2 billion for the nine months ended September 30, 2017 and 2016.

(c) Included in related party payables.

(d) Included in finance charge income.

(e) Included as a reduction to leased vehicle expenses.

Under our support agreement with GM (the Support Agreement), if our earning assets leverage ratio at the end of any calendar quarter exceeds the applicable threshold set in the Support Agreement, we may require GM to provide funding sufficient to bring our earning assets leverage ratio to within the applicable threshold. In determining our earning assets leverage ratio (net earning assets divided by adjusted equity) under the Support Agreement, net earning assets means our finance receivables, net, plus leased vehicles, net, and adjusted equity means our equity, net of goodwill and inclusive of outstanding junior subordinated debt, as each may be adjusted for derivative accounting from time to time. 

Additionally, the Support Agreement provides that GM will own all of our outstanding voting shares as long as we have any unsecured debt securities outstanding and that GM will use commercially reasonable efforts to ensure that we will continue to be designated as a subsidiary borrower of up to $4.0 billion under GM’s corporate revolving credit facilities. We have the ability to borrow up to $1.0 billion under GM's three-year, $4.0 billion unsecured revolving credit facility and $3.0 billion under GM's five-year, $10.5 billion unsecured revolving credit facility, subject to available capacity. GM also agreed to certain provisions in the Support Agreement intended to ensure that we maintain adequate access to liquidity. Pursuant to these provisions, GM provided us with a $1.0 billion junior subordinated unsecured intercompany revolving credit facility (the Junior Subordinated Revolving Credit Facility).

We are included in GM's consolidated U.S. federal income tax returns. For taxable income we recognize in any period beginning on or after October 1, 2010, we are obligated to pay GM for our share of the consolidated U.S. federal and certain state tax liabilities. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. At September 30, 2017 and December 31, 2016, there are no related party taxes payable to GM due to our taxable loss position.  

6

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 4. Finance Receivables

	September 30, 2017			December 31, 2016
Retail finance receivables
Retail finance receivables, collectively evaluated for impairment, net of fees	$	30,147		$	24,480
Retail finance receivables, individually evaluated for impairment, net of fees	2,170			1,920
Total retail finance receivables, net of fees(a)	32,317			26,400
Less: allowance for loan losses - collective	(571		)	(489		)
Less: allowance for loan losses - specific	(328		)	(276		)
Total retail finance receivables, net	31,418			25,635
Commercial finance receivables
Commercial finance receivables, collectively evaluated for impairment, net of fees	9,468			7,853
Commercial finance receivables, individually evaluated for impairment, net of fees	27			27
Total commercial finance receivables, net of fees	9,495			7,880
Less: allowance for loan losses - collective	(46		)	(36		)
Less: allowance for loan losses - specific	(3		)	(4		)
Total commercial finance receivables, net	9,446			7,840
Total finance receivables, net	$	40,864		$	33,475
Fair value of finance receivables	$	40,957		$	33,528

________________

(a) Net of unearned income, unamortized premiums and discounts, and deferred fees and costs of $282 million and $178 million at September 30, 2017 and December 31, 2016.

We estimate the fair value of retail finance receivables using observable and unobservable Level 3 inputs within a cash flow model. The inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cash flow model produces an estimated amortization schedule of the finance receivables. The projected cash flows are then discounted to derive the fair value of the portfolio. Macroeconomic factors could affect the credit performance of the portfolio and, therefore, could potentially affect the assumptions used in our cash flow model. A substantial majority of our commercial finance receivables have variable interest rates. The carrying amount, a Level 2 input, is considered to be a reasonable estimate of fair value.

Retail Finance Receivables	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Allowance for retail loan losses beginning balance	$	844		$	790		$	765		$	713
Provision for loan losses	204			164			563			497
Charge-offs	(286		)	(284		)	(856		)	(826		)
Recoveries	135			128			420			403
Foreign currency translation	2			(2		)	7			9
Allowance for retail loan losses ending balance	$	899		$	796		$	899		$	796

7

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Retail Credit Quality Our retail finance receivables portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. We use proprietary scoring systems in the underwriting process that measure the credit quality of the receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g. FICO score or its equivalent), and contract characteristics. We also consider other factors, such as employment history, financial stability and capacity to pay. In North America, while we historically focused on consumers with lower than prime credit scores, we have expanded our prime lending programs. A summary of the credit risk profile by FICO score band or equivalent scores, determined at origination, of the retail finance receivables in North America is as follows:

	September 30, 2017				December 31, 2016
	Amount		Percent		Amount		Percent
Prime - FICO Score 680 and greater	$	12,332	45.7	%	$	7,923	36.4	%
Near-prime - FICO Score 620 to 679	4,194		15.6		3,468		15.9
Sub-prime - FICO Score less than 620	10,443		38.7		10,395		47.7
Balance at end of period	$	26,969	100.0	%	$	21,786	100.0	%

In addition, we review the credit quality of our retail finance receivables based on customer payment activity. A retail account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Retail finance receivables are collateralized by vehicle titles and, subject to local laws, we generally have the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The following is a consolidated summary of the contractual amounts of delinquent retail finance receivables, which is not significantly different than the recorded investment for such receivables.

	September 30, 2017				September 30, 2016
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
31 - 60 days	$	1,176	3.6	%	$	1,112	4.4	%
Greater than 60 days	521		1.6		491		1.9
Total finance receivables more than 30 days delinquent	1,697		5.2		1,603		6.3
In repossession	55		0.2		57		0.2
Total finance receivables more than 30 days delinquent or in repossession	$	1,752	5.4	%	$	1,660	6.5	%

At September 30, 2017 and December 31, 2016, the accrual of finance charge income had been suspended on retail finance receivables with contractual amounts due of $797 million and $798 million.

Impaired Retail Finance Receivables - TDRs Retail finance receivables that become classified as troubled debt restructurings (TDRs) are separately assessed for impairment. A specific allowance is estimated based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. Accounts that become classified as TDRs because of a payment deferral accrue interest at the contractual rate and an additional fee is collected (where permitted) at each time of deferral and recorded as a reduction of accrued interest. No interest or fees are forgiven on a payment deferral to a customer; therefore, there are no additional financial effects of deferred loans becoming classified as TDRs. Accounts in the U.S. in Chapter 13 bankruptcy would have already been placed on non-accrual; therefore, there are no additional financial effects from these loans becoming classified as TDRs. Finance charge income from loans classified as TDRs is accounted for in the same manner as other accruing loans. Cash collections on these loans are allocated according to the same payment hierarchy methodology applied to loans that are not classified as TDRs.

8

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The outstanding recorded investment for retail finance receivables that are considered to be TDRs and the related allowance is presented below:

	September 30, 2017			December 31, 2016
Outstanding recorded investment	$	2,170		$	1,920
Less: allowance for loan losses	(328		)	(276		)
Outstanding recorded investment, net of allowance	$	1,842		$	1,644
Unpaid principal balance	$	2,210		$	1,967

Additional information about loans classified as TDRs is presented below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Average outstanding recorded investment	$	2,091	$	1,785	$	2,045	$	1,725
Finance charge income recognized	$	56	$	55	$	173	$	156
Number of loans classified as TDRs during the period	23,015		18,548		56,853		49,327
Recorded investment of loans classified as TDRs during the period	$	407	$	315	$	997	$	846

The unpaid principal balance, net of recoveries, of loans that were charged off during the reporting period and were within 12 months of being modified as a TDR were insignificant for the three and nine months ended September 30, 2017 and 2016.

Commercial Finance Receivables

Commercial Credit Quality Our commercial finance receivables consist of dealer financings, primarily for inventory purchases. A proprietary model is used to assign a risk rating to each dealer. We perform periodic credit reviews of each dealership and adjust the dealership's risk rating, if necessary. Dealers in Group VI are subject to additional restrictions on funding, including suspension of lines of credit and liquidation of assets. The following table summarizes the credit risk profile by dealer risk rating of commercial finance receivables:

			September 30, 2017				December 31, 2016
			Amount		Percent		Amount		Percent
Group I	-	Dealers with superior financial metrics	$	1,547	16.3	%	$	1,389	17.6	%
Group II	-	Dealers with strong financial metrics	3,565		37.5		2,661		33.8
Group III	-	Dealers with fair financial metrics	3,112		32.8		2,775		35.2
Group IV	-	Dealers with weak financial metrics	931		9.8		631		8.0
Group V	-	Dealers warranting special mention due to elevated risks	238		2.5		334		4.2
Group VI	-	Dealers with loans classified as substandard, doubtful or impaired	102		1.1		90		1.2
Balance at end of period			$	9,495	100.0	%	$	7,880	100.0	%

At September 30, 2017 and December 31, 2016, substantially all of our commercial finance receivables were current with respect to payment status. Commercial finance receivables on non-accrual status were insignificant, and none were classified as TDRs. Activity in the allowance for commercial loan losses was insignificant for the three and nine months ended September 30, 2017 and 2016.

9

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 5. Leased Vehicles

	September 30, 2017			December 31, 2016
Leased vehicles	$	60,112		$	48,340
Manufacturer subvention	(9,265		)	(7,686		)
	50,847			40,654
Less: accumulated depreciation	(9,072		)	(6,312		)
Leased vehicles, net	$	41,775		$	34,342

The following table summarizes minimum rental payments due to us as lessor under operating leases:

	Years Ending December 31,
	2017		2018		2019		2020		2021
Minimum rental payments under operating leases	$	1,800	$	6,256	$	3,861	$	1,182	$	110

Note 6. Equity in Net Assets of Non-consolidated Affiliate

We use the equity method to account for our equity interest in SAIC-GMAC, a joint venture that conducts auto finance operations in China. The income of SAIC-GMAC is not consolidated into our financial statements; rather, our proportionate share of the earnings is reflected as equity income.

	Three Months Ended September 30,				Nine Months Ended September 30,
Summarized Operating Data(a)	2017		2016		2017			2016
Finance charge income	$	261	$	229	$	775		$	700
Provision for loan losses	$	2	$	7	$	(9	)	$	21
Interest expense	$	83	$	65	$	241		$	192
Income before income taxes	$	157	$	137	$	490		$	411
Net income	$	118	$	103	$	368		$	308

_________________

(a) This data represents that of the entire entity and not our 35% proportionate share.

There were no dividends received from SAIC-GMAC during the nine months ended September 30, 2017. We received dividends from SAIC-GMAC of $129 million during the nine months ended September 30, 2016. At September 30, 2017 and December 31, 2016 we had undistributed earnings of $271 million and $142 million related to SAIC-GMAC.

Note 7. Debt

	September 30, 2017				December 31, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt
Revolving credit facilities	$	4,751	$	4,769	$	8,503	$	8,498
Securitization notes payable	36,024		36,120		26,584		26,664
Total secured debt	40,775		40,889		35,087		35,162
Unsecured debt
Senior notes	34,794		35,927		26,737		27,304
Credit facilities	2,162		2,174		1,961		1,961
Other unsecured debt	1,307		1,310		778		780
Total unsecured debt	38,263		39,411		29,476		30,045
Total secured and unsecured debt	$	79,038	$	80,300	$	64,563	$	65,207
Fair value utilizing Level 2 inputs			$	78,293			$	62,951
Fair value utilizing Level 3 inputs			$	2,007			$	2,256

10

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The fair value of our debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt with original maturity or revolving period of eighteen months or less par value is considered to be a reasonable estimate of fair value. The fair value of our debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled using current risk-adjusted rates.

Secured Debt Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 8 - "Variable Interest Entities" for further discussion.

During the nine months ended September 30, 2017, we entered into new credit facilities or renewed credit facilities with a total net additional borrowing capacity of $1.7 billion, and we issued $18.8 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of 2.09% and legal final maturity dates ranging from 2019 to 2025.

Unsecured DebtDuring the nine months ended September 30, 2017, we issued $10.6 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 2.87% and maturity dates ranging from 2019 to 2027.

All of these notes are guaranteed by AmeriCredit Financial Services, Inc. (AFSI), our primary U.S. operating subsidiary, and $407 million in senior notes issued by subsidiaries in Canada and Mexico are also guaranteed by General Motors Financial Company, Inc.

Compliance with Debt CovenantsSeveral of our revolving credit facilities require compliance with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary financial statements. Certain of our secured debt agreements also contain various covenants, including maintaining portfolio performance ratios as well as limits on deferment levels. Our unsecured senior notes contain covenants including limitations on our ability to incur certain liens. At September 30, 2017, we were in compliance with our debt covenants.

Note 8. Variable Interest Entities

Securitizations and Credit Facilities The following table summarizes the assets and liabilities related to our consolidated VIEs:

	September 30, 2017		December 31, 2016
Restricted cash(a)	$	2,291	$	1,780
Finance receivables, net of fees	$	26,451	$	24,644
Lease related assets	$	23,751	$	19,341
Secured debt	$	40,188	$	34,185

_______________

(a) Included in other assets in the condensed consolidated balance sheets.

These amounts are related to securitization and credit facilities held by consolidated VIEs. Our continuing involvement with these VIEs consists of servicing assets held by the entities and holding residual interests in the entities. We have determined that we are the primary beneficiary of each VIE because we hold both (i) the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance and (ii) the obligation to absorb losses from and the right to receive benefits of the VIEs that could potentially be significant to the VIEs. We are not required, and do not currently intend, to provide any additional financial support to these VIEs. Liabilities recognized as a result of consolidating these entities generally do not represent claims against us or our other subsidiaries and assets recognized generally are for the benefit of these entities operations and cannot be used to satisfy our or our other subsidiaries' obligations.

11

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 9. Derivative Financial Instruments and Hedging Activities

		September 30, 2017				December 31, 2016
	Level	Notional		Fair Value		Notional		Fair Value
Derivatives designated as hedges
Assets
Fair value hedges
Interest rate swaps	2	$	3,500	$	20	$	—	$	—
Cash flow hedges
Interest rate swaps	2,3	2,561		12		3,070		12
Foreign currency swaps	2	1,356		60		—		—
Total assets(a)		$	7,417	$	92	$	3,070	$	12
Liabilities
Fair value hedges
Interest rate swaps	2	$	7,860	$	260	$	7,700	$	276
Cash flow hedges
Interest rate swaps	2,3	—		—		500		1
Foreign currency swaps	2	—		—		791		33
Total liabilities(b)		$	7,860	$	260	$	8,991	$	310
Derivatives not designated as hedges
Assets
Interest rate swaps	2,3	$	33,218	$	123	$	7,959	$	54
Interest rate caps and floors	2	16,810		43		9,698		26
Foreign currency swaps	2	1,182		85		—		—
Total assets(a)		$	51,210	$	251	$	17,657	$	80
Liabilities
Interest rate swaps	2,3	$	12,823	$	59	$	6,170	$	28
Interest rate caps and floors	2	18,467		43		12,146		26
Foreign currency swaps	2	—		—		—		—
Total liabilities(b)		$	31,290	$	102	$	18,316	$	54

_________________

(a) Derivative assets are included in other assets in the condensed consolidated balance sheets.

(b) Derivative liabilities are included in other liabilities in the condensed consolidated balance sheets. Amounts accrued for interest payments in a net receivable position are included in other assets in the condensed consolidated balance sheets.

The fair value for Level 2 instruments was derived using the market approach based on observable market inputs including quoted prices of similar instruments and foreign exchange and interest rate forward curves. The fair value for Level 3 instruments was derived using the income approach based on a discounted cash flow model, in which expected cash flows are discounted using current risk-adjusted rates. The activity for interest rate swap agreements measured at fair value on a recurring basis using significant unobservable inputs (Level 3) was insignificant for the three and nine months ended September 30, 2017 and 2016.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	Income (Losses) Recognized In Income
	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017		2016
Fair value hedges
Interest rate contracts(a)(b)	$	9	$	6		$	38	$	26
Cash flow hedges
Interest rate contracts(a)	2		(1		)	1		(2		)
Foreign currency contracts(c)	44		(1		)	99		(1		)
Derivatives not designated as hedges
Interest rate contracts(a)	16		4			7		7
Foreign currency contracts(c)(d)	37		—			72		—
Total	$	108	$	8		$	217	$	30

_________________

(a) Recognized in earnings as interest expense.

(b) Includes hedge ineffectiveness which reflects the net change in the fair value of interest rate contracts offset by the change in fair value of hedged debt attributable to the hedged risk.

(c) Recognized in earnings as other operating expenses and interest expense.

(d) Activity is partially offset by translation activity (included in other operating expenses) related to foreign currency-denominated loans.

	Gains (Losses) Recognized In Accumulated Other Comprehensive Loss
	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Cash flow hedges
Interest rate contracts	$	—	$	2	$	1	$	(2	)
Foreign currency contracts	24		—		45		—
Total	$	24	$	2	$	46	$	(2	)

	Gains (Losses) Reclassified From Accumulated Other Comprehensive Loss Into Income
	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Cash flow hedges
Interest rate contracts	$	(1	)	$	1		$	—		$	1
Foreign currency contracts	(26		)	(4		)	(60		)	(4		)
Total	$	(27	)	$	(3	)	$	(60	)	$	(3	)

Note 10. Commitments and Contingencies

Guarantees of Indebtedness The payments of principal and interest on senior notes issued by our top-tier holding company, our primary Canadian operating subsidiary and a European subsidiary are guaranteed by our primary U.S. operating subsidiary, AFSI. At September 30, 2017 and December 31, 2016, the par value of these senior notes was $37.3 billion and $29.0 billion. Refer to Note 16 - "Guarantor Condensed Consolidating Financial Statements" for further discussion.

Legal ProceedingsAs a finance company, we are subject to various customer claims and litigation seeking damages and statutory penalties based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract, and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by customers and certain legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We establish reserves for legal claims when payments associated with the claims become probable and the payments can be reasonably estimated. Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, it is generally very difficult to predict what the eventual

13

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

outcome will be, and when the matter will be resolved. The actual costs of resolving legal claims may be higher or lower than any amounts reserved for the claims. At September 30, 2017, we estimate our reasonably possible legal exposure for unfavorable outcomes is up to $73 million excluding $38 million related to the discontinued operations. We have accrued $24 million excluding $10 million related to the discontinued operations.

In 2014 and 2015, we were served with investigative subpoenas to produce documents from various state attorneys general and other local governmental offices relating to our automobile loan and lease business and securitization of automobile loans and leases. These investigations are ongoing and could in the future result in the imposition of damages, fines or other civil or criminal penalties. No assurance can be given that the ultimate outcome of the investigations or any resulting proceedings would not materially and adversely affect us or any of our subsidiaries and affiliates.

Other Administrative Tax MattersWe accrue non-income tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. In the event any losses are sustained in excess of accruals, they will be charged against income at that time.

In evaluating indirect tax matters, we take into consideration factors such as our historical experience with matters of similar nature, specific facts and circumstances, and the likelihood of prevailing. We reevaluate and update our accruals as matters progress over time. Where there is a reasonable possibility that losses exceeding amounts already recognized may be incurred, our estimate of the additional range of loss is up to $18 million excluding $18 million related to the discontinued operations.

Note 11. Shareholders' Equity

On September 1, 2017, we executed a 10,000 to 1 stock split of each share of our previously authorized common stock, par value $1.00 per share. Each outstanding share was deemed automatically converted into 10,000 shares of common stock, par value $0.0001 per share.

In September 2017, we issued 1,000,000 shares, par value $0.01 per share, of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A, at a liquidation preference $1,000 per share, for net proceeds of $985 million.

For the first 10 years after issuance, holders of the preferred stock will be entitled to receive cash dividend payments at an annual rate of 5.750%, payable semi-annually in arrears on March 30 and September 30 of each year beginning on March 30, 2018. After 10 years, holders of the preferred stock will be entitled to receive cash dividend payments at a floating rate equal to the then applicable three-month U.S. dollar LIBOR plus a spread of 3.598% per annum, payable quarterly in arrears, on March 30, June 30, September 30 and December 30 of each year. Dividends on the preferred stock are cumulative whether or not we have earnings, whether or not there are funds legally available for the payment of the dividends and whether or not the dividends are authorized or declared.

The preferred stock does not have a maturity date. We may, at our option, redeem the shares of preferred stock, in whole or in part, at any time on or after September 30, 2027, at a price of $1,000 per share of preferred stock plus all accumulated and unpaid dividends.

Note 12. Income Taxes

For interim income tax reporting we estimate our annual effective tax rate and apply it to our year-to-date ordinary income. Tax jurisdictions with a projected or year-to-date loss for which a tax benefit cannot be realized are excluded from the annualized effective tax rate. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.

During the three and nine months ended September 30, 2017, income tax expense of $124 million and $260 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation. During the three and nine months ended September 30, 2016, income tax expense of $60 million and $185 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation.

We are included in GM’s consolidated U.S. federal income tax return and for certain states’ income tax returns. Net operating losses and certain tax credits generated by us have been utilized by GM; however, income tax expense and deferred tax balances are presented in these financial statements as if we filed our own tax returns in each jurisdiction.

14

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 13. Segment Reporting

We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We evaluate our business in two operating segments: the North America Segment and the International Segment. The North America Segment includes our operations in the U.S. and Canada. The International Segment includes our operations in Brazil, Chile, Colombia, Mexico and Peru as well as our equity investment in SAIC-GMAC, a joint venture that conducts auto finance operations in China. Our chief operating decision maker evaluates the operating results and performance of our business based on these operating segments. The management of each segment is responsible for executing our strategies. As discussed in Note 2 - "Discontinued Operations," our European Operations are presented as discontinued operations and are excluded from our segment results for all periods presented. These operations were previously included in our International Segment. Key operating data for our operating segments were as follows:

	Three Months Ended September 30, 2017
	North America		International		Total
Total revenue	$	2,868	$	293	$	3,161
Operating expenses	265		81		346
Leased vehicle expenses	1,662		8		1,670
Provision for loan losses	177		27		204
Interest expense	536		136		672
Equity income	—		41		41
Income from continuing operations before income taxes	$	228	$	82	$	310

	Three Months Ended September 30, 2016
	North America		International		Total
Total revenue	$	2,092	$	268	$	2,360
Operating expenses	240		87		327
Leased vehicle expenses	1,194		3		1,197
Provision for loan losses	147		20		167
Interest expense	383		128		511
Equity income	—		36		36
Income from continuing operations before income taxes	$	128	$	66	$	194

	Nine Months Ended September 30, 2017
	North America		International		Total
Total revenue	$	8,042	$	857	$	8,899
Operating expenses	766		243		1,009
Leased vehicle expenses	4,631		17		4,648
Provision for loan losses	497		76		573
Interest expense	1,488		415		1,903
Equity income	—		129		129
Income from continuing operations before income taxes	$	660	$	235	$	895

15

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

	Nine Months Ended September 30, 2016
	North America		International		Total
Total revenue	$	5,666	$	763	$	6,429
Operating expenses	656		240		896
Leased vehicle expenses	3,143		5		3,148
Provision for loan losses	449		52		501
Interest expense	1,025		368		1,393
Equity income	—		109		109
Income from continuing operations before income taxes	$	393	$	207	$	600

	September 30, 2017						December 31, 2016
	North America		International		Total		North America		International		Total
Finance receivables, net	$	34,225	$	6,639	$	40,864	$	27,617	$	5,858	$	33,475
Leased vehicles, net	$	41,657	$	118	$	41,775	$	34,284	$	58	$	34,342
Total assets(a)	$	84,971	$	21,164	$	106,135	$	68,656	$	19,109	$	87,765

________________

(a) International Segment includes assets held for sale of $12.1 billion and $11.0 billion at September 30, 2017 and December 31, 2016.

Note 14. Accumulated Other Comprehensive Loss

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Unrealized gain (loss) on cash flow hedges
Beginning balance	$	6		$	(4	)	$	17		$	—
Change in value of cash flow hedges, net of tax	(3		)	(1		)	(14		)	(5		)
Ending balance	3			(5		)	3			(5		)
Defined benefit plans
Beginning balance	(21		)	(13		)	(20		)	(13		)
Unrealized gain (loss) on subsidiary pension, net of tax	—			—			(1		)	—
Ending balance	(21		)	(13		)	(21		)	(13		)
Foreign currency translation adjustment
Beginning balance	(1,037		)	(1,021		)	(1,235		)	(1,091		)
Translation gain (loss), net of tax	120			(10		)	318			60
Ending balance	(917		)	(1,031		)	(917		)	(1,031		)
Total accumulated other comprehensive loss	$	(935	)	$	(1,049	)	$	(935	)	$	(1,049	)

Note 15. Regulatory Capital and other Regulatory Matters

We are required to comply with a wide variety of laws and regulations. Certain of our entities operate in international markets as either banks or regulated finance companies that are subject to regulatory restrictions. These regulatory restrictions, among other things, require that certain of these entities meet minimum capital requirements and may restrict dividend distributions and ownership of certain assets. We were in compliance with all regulatory capital requirements as most recently reported.

Total assets of our regulated international banks and finance companies were approximately $7.6 billion and $6.9 billion at September 30, 2017 and December 31, 2016.

16

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 16. 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, 2017 and December 31, 2016, and for the three and nine months ended September 30, 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.

17

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2017

(Unaudited)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	3,546		$	430		$	—		$	3,976
Finance receivables, net	—			10,097			30,767			—			40,864
Leased vehicles, net	—			—			41,775			—			41,775
Goodwill	1,095			—			106			—			1,201
Equity in net assets of non-consolidated affiliate	—			—			1,119			—			1,119
Related party receivables	—			38			301			—			339
Other assets	855			1,230			3,933			(1,251		)	4,767
Assets held for sale	—			—			12,095			(1		)	12,094
Due from affiliates	32,762			19,467			—			(52,229		)	—
Investment in affiliates	10,177			5,610			—			(15,787		)	—
Total assets	$	44,889		$	39,988		$	90,526		$	(69,268	)	$	106,135
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt	$	—		$	—		$	41,177		$	(402	)	$	40,775
Unsecured debt	34,047			—			4,216			—			38,263
Deferred income	—			—			3,066			—			3,066
Related party payables	2			—			251			—			253
Other liabilities	369			772			2,157			(849		)	2,449
Liabilities held for sale	—			—			10,864			(6		)	10,858
Due to affiliates	—			32,576			19,648			(52,224		)	—
Total liabilities	34,418			33,348			81,379			(53,481		)	95,664
Shareholders' equity
Common stock	—			—			698			(698		)	—
Preferred stock	—			—			—			—			—
Additional paid-in capital	7,514			79			3,450			(3,529		)	7,514
Accumulated other comprehensive loss	(935		)	(107		)	(874		)	981			(935		)
Retained earnings	3,892			6,668			5,873			(12,541		)	3,892
Total shareholders' equity	10,471			6,640			9,147			(15,787		)	10,471
Total liabilities and shareholders' equity	$	44,889		$	39,988		$	90,526		$	(69,268	)	$	106,135

18

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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		$	531		$	—		$	2,815
Finance receivables, net	—			4,969			28,506			—			33,475
Leased vehicles, net	—			—			34,342			—			34,342
Goodwill	1,095			—			101			—			1,196
Equity in net assets of non-consolidated affiliate	—			—			944			—			944
Related party receivables	—			25			322			—			347
Other assets	506			884			3,065			(760		)	3,695
Assets held for sale	—			—			10,959			(8		)	10,951
Due from affiliates	24,548			16,065			—			(40,613		)	—
Investment in affiliates	8,986			6,445			—			(15,431		)	—
Total assets	$	35,135		$	30,672		$	78,770		$	(56,812	)	$	87,765
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Secured debt	$	—		$	—		$	35,256		$	(169	)	$	35,087
Unsecured debt	26,076			—			3,400			—			29,476
Deferred income	—			—			2,355			—			2,355
Related party payables	1			—			319			—			320
Other liabilities	365			690			1,677			(591		)	2,141
Liabilities held for sale	—			—			9,694			(1		)	9,693
Due to affiliates	—			24,437			16,183			(40,620		)	—
Total liabilities	26,442			25,127			68,884			(41,381		)	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		$	78,770		$	(56,812	)	$	87,765

19

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2017

(Unaudited)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	146		$	691	$	—		$	837
Leased vehicle income	—			—			2,244		—			2,244
Other income	—			306			—		(226		)	80
Total revenue	—			452			2,935		(226		)	3,161
Costs and expenses
Salaries and benefits	—			182			42		—			224
Other operating expenses	94			(48		)	203		(127		)	122
Total operating expenses	94			134			245		(127		)	346
Leased vehicle expenses	—			—			1,670		—			1,670
Provision for loan losses	—			196			8		—			204
Interest expense	301			1			469		(99		)	672
Total costs and expenses	395			331			2,392		(226		)	2,892
Equity income	461			306			41		(767		)	41
Income from continuing operations before income taxes	66			427			584		(767		)	310
Income tax (benefit) provision	(136		)	40			220		—			124
Income from continuing operations	202			387			364		(767		)	186
Income (loss) from discontinued operations, net of tax	—			(6		)	22		—			16
Net income	202			381			386		(767		)	202
Net income attributable to common shareholder	$	200		$	381		$	386	$	(767	)	$	200
Comprehensive income	$	319		$	411		$	525	$	(936	)	$	319

20

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2016

(Unaudited)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	127		$	594	$	—		$	721
Leased vehicle income	—			—			1,582		—			1,582
Other income	—			213			15		(171		)	57
Total revenue	—			340			2,191		(171		)	2,360
Costs and expenses
Salaries and benefits	—			157			38		—			195
Other operating expenses	6			54			173		(101		)	132
Total operating expenses	6			211			211		(101		)	327
Leased vehicle expenses	—			—			1,197		—			1,197
Provision for loan losses	—			102			65		—			167
Interest expense	171			54			356		(70		)	511
Total costs and expenses	177			367			1,829		(171		)	2,202
Equity income	267			202			36		(469		)	36
Income from continuing operations before income taxes	90			175			398		(469		)	194
Income tax (benefit) provision	(72		)	(17		)	149		—			60
Income from continuing operations	162			192			249		(469		)	134
(Loss) income from discontinued operations, net of tax	(15		)	—			28		—			13
Net income	$	147		$	192		$	277	$	(469	)	$	147
Comprehensive income	$	136		$	183		$	270	$	(453	)	$	136

21

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2017

(Unaudited)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	375		$	2,026		$	—		$	2,401
Leased vehicle income	—			—			6,282			—			6,282
Other income	—			870			(15		)	(639		)	216
Total revenue	—			1,245			8,293			(639		)	8,899
Costs and expenses
Salaries and benefits	—			504			117			—			621
Other operating expenses	200			(43		)	587			(356		)	388
Total operating expenses	200			461			704			(356		)	1,009
Leased vehicle expenses	—			—			4,648			—			4,648
Provision for loan losses	—			356			217			—			573
Interest expense	883			(28		)	1,331			(283		)	1,903
Total costs and expenses	1,083			789			6,900			(639		)	8,133
Equity income	1,051			797			129			(1,848		)	129
(Loss) income from continuing operations before income taxes	(32		)	1,253			1,522			(1,848		)	895
Income tax (benefit) provision	(498		)	199			559			—			260
Income from continuing operations	466			1,054			963			(1,848		)	635
Income (loss) from discontinued operations, net of tax	—			(13		)	(156		)	—			(169		)
Net income	466			1,041			807			(1,848		)	466
Net income attributable to common shareholder	$	464		$	1,041		$	807		$	(1,848	)	$	464
Comprehensive income	$	769		$	1,095		$	1,156		$	(2,251	)	$	769

22

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2016

(Unaudited)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	344		$	1,766	$	—		$	2,110
Leased vehicle income	—			—			4,144		—			4,144
Other income	(1		)	628			28		(480		)	175
Total revenue	(1		)	972			5,938		(480		)	6,429
Costs and expenses
Salaries and benefits	—			432			104		—			536
Other operating expenses	2			175			475		(292		)	360
Total operating expenses	2			607			579		(292		)	896
Leased vehicle expenses	—			—			3,148		—			3,148
Provision for loan losses	—			282			219		—			501
Interest expense	612			(67		)	1,036		(188		)	1,393
Total costs and expenses	614			822			4,982		(480		)	5,938
Equity income	858			538			109		(1,396		)	109
Income from continuing operations before income taxes	243			688			1,065		(1,396		)	600
Income tax (benefit) provision	(272		)	63			394		—			185
Income from continuing operations	515			625			671		(1,396		)	415
(Loss) income from discontinued operations, net of tax	(15		)	—			100		—			85
Net income	$	500		$	625		$	771	$	(1,396	)	$	500
Comprehensive income	$	555		$	653		$	837	$	(1,490	)	$	555

23

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2017

(Unaudited)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities - continuing operations	$	(690	)	$	616		$	4,869		$	—		$	4,795
Net cash provided by (used in) operating activities - discontinued operations	26			(24		)	241			—			243
Net cash (used in) provided by operating activities	(664		)	592			5,110			—			5,038
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(15,709		)	(11,312		)	11,754			(15,267		)
Principal collections and recoveries on retail finance receivables	—			1,875			7,535			—			9,410
Proceeds from transfer of retail finance receivables, net	—			8,787			2,967			(11,754		)	—
Net funding of commercial finance receivables	—			(429		)	(1,128		)	—			(1,557		)
Purchases of leased vehicles, net	—			—			(14,809		)	—			(14,809		)
Proceeds from termination of leased vehicles	—			—			4,649			—			4,649
Other investing activities	—			(288		)	(10		)	233			(65		)
Net change in due from affiliates	(8,213		)	(3,397		)	—			11,610			—
Net change in investment in affiliates	54			1,686			—			(1,740		)	—
Net cash used in investing activities - continuing operations	(8,159		)	(7,475		)	(12,108		)	10,103			(17,639		)
Net cash provided by (used in) investing activities - discontinued operations	131			—			(599		)	—			(468		)
Net cash used in investing activities	(8,028		)	(7,475		)	(12,707		)	10,103			(18,107		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	66			—			(371		)	—			(305		)
Borrowings and issuance of secured debt	—			—			26,964			(233		)	26,731
Payments on secured debt	—			—			(20,905		)	—			(20,905		)
Borrowings and issuance of unsecured debt	10,133			—			2,493			—			12,626
Payments on unsecured debt	(2,450		)	—			(1,925		)	—			(4,375		)
Debt issuance costs	(42		)	—			(89		)	—			(131		)
Proceeds from issuance of preferred stock	985			—			—			—			985
Net capital contributions	—			—			(1,740		)	1,740			—
Net change in due to affiliates	—			8,145			3,465			(11,610		)	—
Net cash provided by financing activities - continuing operations	8,692			8,145			7,892			(10,103		)	14,626
Net cash provided by financing activities - discontinued operations	—			—			63			—			63
Net cash provided by financing activities	8,692			8,145			7,955			(10,103		)	14,689
Net increase in cash, cash equivalents and restricted cash	—			1,262			358			—			1,620
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			112			—			112
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	$	—		$	3,546		$	3,488		$	—		$	7,034
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	—		$	3,546		$	2,923		$	—		$	6,469
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	—		$	—		$	565		$	—		$	565

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	$	—	$	3,546	$	430	$	—	$	3,976
Restricted cash included in other assets	—		—		2,493		—		2,493
Total	$	—	$	3,546	$	2,923	$	—	$	6,469

24

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 - continuing operations	$	(454	)	$	(389	)	$	4,409		$	—		$	3,566
Net cash provided by operating activities - discontinued operations	(15		)	10			295			—			290
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		)	(10,047		)	12,315			(10,408		)
Principal collections and recoveries on retail finance receivables	—			1,274			6,094			—			7,368
Proceeds from transfer of retail finance receivables, net	—			8,232			4,083			(12,315		)	—
Net funding of commercial finance receivables	—			(335		)	(810		)	—			(1,145		)
Purchases of leased vehicles, net	—			—			(14,939		)	—			(14,939		)
Proceeds from termination of leased vehicles	—			—			1,799			—			1,799
Other investing activities	—			(219		)	(9		)	169			(59		)
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 - continuing operations	(7,482		)	(7,872		)	(13,829		)	11,799			(17,384		)
Net cash used in investing activities - discontinued operations	—			—			(949		)	—			(949		)
Net cash used in investing activities	(7,482		)	(7,872		)	(14,778		)	11,799			(18,333		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	1			—			(302		)	—			(301		)
Borrowings and issuance of secured debt	—			—			18,589			(169		)	18,420
Payments on secured debt	—			—			(12,525		)	—			(12,525		)
Borrowings and issuance of unsecured debt	8,987			—			1,371			—			10,358
Payments on unsecured debt	(1,000		)	—			(1,345		)	—			(2,345		)
Debt issuance costs	(37		)	—			(75		)	—			(112		)
Net capital contributions	—			—			(2,497		)	2,497			—
Net change in due to affiliates	—			7,643			6,484			(14,127		)	—
Net cash provided by financing activities - continuing operations	7,951			7,643			9,700			(11,799		)	13,495
Net cash provided by financing activities - discontinued operations	—			—			601			—			601
Net cash provided by financing activities	7,951			7,643			10,301			(11,799		)	14,096
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(608		)	227			—			(381		)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			22			—			22
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	$	—		$	1,711		$	2,932		$	—		$	4,643
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	—		$	1,711		$	2,207		$	—		$	3,918
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	—		$	—		$	725		$	—		$	725

25

GENERAL MOTORS FINANCIAL COMPANY, INC.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Basis of Presentation This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying condensed consolidated financial statements and the audited consolidated financial statements and notes thereto included in our 2016 Form 10-K.

Our European Operations are presented as discontinued operations, and the assets and liabilities of our European Operations are presented as held for sale in our condensed consolidated financial statements for all periods presented. Unless otherwise indicated, information in this discussion and analysis relates to continuing operations. Refer to Note 2 - "Discontinued Operations" to our condensed consolidated financial statements for additional details regarding our planned disposal of these operations.

Forward-looking statements in this MD&A are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and the "Risk Factors" section of our 2016 Form 10-K for a discussion of these risks and uncertainties. Except as otherwise specified, dollar amounts presented within tables are stated in millions.

Retail Our retail automobile finance programs in the U.S. include full-spectrum lending and leasing offered through GM-franchised dealers under the "GM Financial" brand. We also offer a sub-prime lending product through non-GM-franchised and select independent dealers under the "AmeriCredit" brand. Our sub-prime lending program is designed to serve customers who have limited access to automobile financing through banks and credit unions. We therefore generally charge higher rates than those charged by banks and credit unions and expect to sustain a higher level of credit losses than on prime lending. We finance new GM vehicles, moderately-priced new vehicles from other manufacturers, and later-model, low mileage used vehicles.

Our international retail lending and leasing programs focus on financing new GM vehicles and select used vehicles. We also offer finance and/or car-related insurance products through third parties, such as payment protection, gap, extended warranty and motor insurance.

We have expanded our leasing and prime lending programs through GM-franchised dealerships in the U.S.; therefore, leasing and prime lending have become a larger percentage of our originations and retail portfolio balance. We have been the exclusive subvented lease provider for GM in the U.S. since April 2015 and the exclusive subvented loan provider for GM in the U.S. since January 2016. The following table presents our retail loan and lease originations in the North America Segment by FICO score band or equivalents:

	Nine Months Ended September 30,
	2017				2016
	Amount		Percentage		Amount		Percentage
Prime - FICO Score 680 and greater	$	24,082	74.2	%	$	19,330	69.6	%
Near-prime - FICO Score 620 to 679	3,783		11.7		3,606		13.0
Sub-prime - FICO Score less than 620	4,577		14.1		4,829		17.4
Total originations	$	32,442	100.0	%	$	27,765	100.0	%

The following table summarizes additional information for operating leases (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Operating leases originated(a)	174		161		530		518
Operating leases terminated(b)	98		36		242		94
Operating lease vehicles returned(c)	68		17		163		44
Return rate(d)	69	%	47	%	67	%	47	%

________________ 

(a) Operating leases originated represents the number of operating leases we purchase during a given period.

(b) Operating leases terminated represents the number of vehicles for which the lease has ended during a given period.

(c) Operating lease vehicles returned represents the number of vehicles returned to us for remarketing at the end of the lease term.

(d) Return rates are calculated as the number of operating leases returned divided by the number of operating leases terminated.

26

GENERAL MOTORS FINANCIAL COMPANY, INC.

Operating leases terminated and operating lease vehicles returned increased due to the growth and maturity of the leased asset portfolio. Due to the current age and size of our lease portfolio, the current return rate is lower than we expect it to be in future periods as our lease portfolio grows and matures.

The following table summarizes the residual value and the number of units included in leased vehicles, net by vehicle type (units in thousands):

	September 30, 2017					December 31, 2016
	Residual Value		Units	Unit Percentage		Residual Value		Units	Unit Percentage
Cars	$	5,968	460	28.6	%	$	5,240	420	31.7	%
Trucks	6,722		276	17.1		5,231		224	16.9
CUVs	13,107		782	48.5		10,349		604	45.7
SUVs	3,456		93	5.8		2,791		75	5.7
Total	$	29,253	1,611	100.0	%	$	23,611	1,323	100.0	%

Based on recent pricing trends for used vehicles in the secondary market, which have remained more favorable than previously expected, as well as the temporary impact from Hurricanes Harvey and Irma, we now expect used car prices to decline less than 7% during 2017 compared to 2016. We continue to expect an increased supply of used vehicles to pressure used car prices in 2018.

Commercial Our commercial lending programs are offered primarily to our GM-franchised dealer customers and their affiliates. Commercial lending products primarily include floorplan financing, working capital financing, loans to purchase and/or finance dealership real estate and loans to finance improvements to dealership facilities. Other commercial products include financing for parts and accessories, dealer fleets and storage centers.

Financing We primarily finance our loan, lease and commercial origination volume through the use of our secured and unsecured credit facilities, through public and private securitization transactions where such markets are developed and through the issuance of unsecured debt in the public markets. Generally, we seek to fund our operations through local sources of funding to minimize currency and country risk, although we may issue debt globally in order to enhance funding source diversification and support financing needs for the U.S. As such, the mix of funding sources varies from country to country, based on the characteristics of our earning assets and the relative development of the capital markets in each country. We actively monitor the capital markets and seek to optimize our mix of funding sources and our cost of funds.

Peugeot S.A. Transaction On March 5, 2017, General Motors Holdings LLC, a wholly-owned subsidiary of GM and our parent, entered into a Master Agreement (the Agreement) with Peugeot S.A. Pursuant to the Agreement, Peugeot S.A. acquired on July 31, 2017 GM’s Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) and will acquire, together with a financial partner, certain of our European financial subsidiaries and branches (collectively, our European Operations and, together with Opel/Vauxhall Business, GM's European Business), as described in Note 2 - "Discontinued Operations" to our condensed consolidated financial statements.

The net consideration to be paid for our European Operations will be 0.8 times their book value at closing. Based on exchange rates at September 30, 2017, we estimate the net consideration will be approximately $1.1 billion, and we currently expect to recognize a disposal loss of approximately $500 million, subject to foreign currency fluctuations, which have had a favorable impact on the estimated loss. The purchase price is subject to certain adjustments as provided in the Agreement. During the nine months ended September 30, 2017, we recognized a portion of the disposal loss, in accordance with ASC 360 - "Property, Plant and Equipment." We expect to recognize the remainder of the disposal loss at the closing of the transaction.

At and during the nine months ended September 30, 2017, the assets and liabilities of our European Operations have been presented as held for sale and its operations and cash flows have been presented as discontinued operations based on the progress towards satisfying the various closing conditions necessary to complete the transaction. The transfer of our European Operations is expected to close by the end of the year subject to the receipt of the remaining necessary regulatory approvals and satisfaction of other closing conditions. Refer to Note 2 - "Discontinued Operations" to our condensed consolidated financial statements for more information related to the assets and liabilities held for sale and discontinued operations of our European Operations.

Our principal focus is on expanding our business in the U.S. to reach full captive penetration levels; therefore, we do not expect that the sale of our European Operations will have a material adverse effect on our consolidated results of operations, financial condition, liquidity or financing strategies, including the mix of secured and unsecured debt issuances. We also do not expect that the sale of our European Operations will result in a material increase in our ratio of total debt to total equity or our earning assets leverage ratio as calculated under our Support Agreement with GM. Due to the size of the prime retail loan portfolio held by our European Operations, we expect that, for a period of time following the sale, leased vehicles will make up a greater

27

GENERAL MOTORS FINANCIAL COMPANY, INC.

percentage of our earning assets than they have historically. As our U.S. operations increase purchases of prime retail loans, we expect that our earning asset mix will return to more recent historical levels. We will distribute 50% of the sales proceeds to GM as a special dividend shortly following the completion of the sale.

We continue to expect pre-tax income to double from 2014 earnings of $815 million once full captive penetration levels are achieved on a consistent basis.

Results of Operations

In our tabular presentation of the changes in results between financial periods, we provide the following information:  (i) the amount of change excluding the impact of foreign currency translation (FX); (ii) the amount of the impact of foreign currency translation; and (iii) the total change. The amount of the impact of foreign currency translation is derived by translating current year results at the average of prior year exchange rates, and is driven by the change in the U.S. Dollar against the currencies used by our foreign operations. We believe the amount of change excluding the foreign currency translation impact facilitates a better comparison of results. In our discussion below, we discuss changes in relevant items excluding any foreign currency translation impact. Average balances are calculated using daily balances, where available. Otherwise average balances are calculated using monthly balances.

Three Months Ended September 30, 2017 compared to Three Months Ended September 30, 2016

Average Earning Assets	Three Months Ended September 30,				2017 vs. 2016
	2017		2016		Change excluding FX		FX		Total change		%
Average retail finance receivables	$	31,796	$	24,740	$	6,905	$	151	$	7,056	28.5	%
Average commercial finance receivables	9,617		6,161		3,397		59		3,456		56.1	%
Average finance receivables	41,413		30,901		10,302		210		10,512		34.0	%
Average leased vehicles, net	40,789		29,971		10,736		82		10,818		36.1	%
Average earning assets	$	82,202	$	60,872	$	21,038	$	292	$	21,330	35.0	%
Retail finance receivables purchased	$	4,686	$	4,159	$	495	$	32	$	527	12.7	%
Leased vehicles purchased	$	6,557	$	6,129	$	411	$	17	$	428	7.0	%

Average finance receivables increased as a result of the continued increase of our share of GM's business in the U.S. The increase in average leased vehicles, net primarily resulted from our exclusive lease subvention arrangement in the U.S. with GM.

Revenue	Three Months Ended September 30,						2017 vs. 2016
	2017			2016			Change excluding FX		FX		Total change		%
Finance charge income
Retail finance receivables	$	724		$	655		$	61	$	8	$	69	10.5	%
Commercial finance receivables	$	113		$	66		$	46	$	1	$	47	71.2	%
Leased vehicle income	$	2,244		$	1,582		$	655	$	7	$	662	41.8	%
Other income	$	80		$	57		$	21	$	2	$	23	40.4	%
Equity income	$	41		$	36		$	5	$	—	$	5	13.9	%
Effective yield - retail finance receivables	9.0		%	10.5		%
Effective yield - commercial finance receivables	4.7		%	4.3		%

Finance charge income on retail finance receivables increased due to growth in the portfolio, substantially offset by a decrease in effective yield. The effective yield on our retail finance receivables decreased due primarily to a decrease in the average annual percentage rate on new originations in the U.S. to 5.2% for the three months ended September 30, 2017 from 6.2% for the three months ended September 30, 2016, as we have increased our lending to borrowers with prime credit. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average retail finance receivables. The effective yield, as a percentage of average retail finance receivables, is higher than the contractual rates of our auto finance contracts primarily because the effective yield includes, in addition to the contractual rates and fees, the impact of rate subvention provided by GM.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Finance charge income on commercial finance receivables increased due to growth in the portfolio, and due to an increase in the effective yield resulting from rising benchmark interest rates.

The increase in leased vehicle income reflects the growth of the leased asset portfolio.

Equity income in our China joint venture increased due primarily to growth in asset levels driven by increased retail penetration.

Costs and Expenses	Three Months Ended September 30,						2017 vs. 2016
	2017			2016			Change excluding FX		FX		Total change		%
Operating expenses	$	346		$	327		$	18	$	1	$	19	5.8	%
Leased vehicle expenses	$	1,670		$	1,197		$	469	$	4	$	473	39.5	%
Provision for loan losses	$	204		$	167		$	36	$	1	$	37	22.2	%
Interest expense	$	672		$	511		$	157	$	4	$	161	31.5	%
Average debt outstanding	$	78,953		$	56,902		$	21,823	$	228	$	22,051	38.8	%
Effective rate of interest on debt	3.4		%	3.6		%

Operating Expenses The increase in operating expenses relates to the growth in earning assets and investments to support the prime lending program and enhance lease origination and servicing capabilities in the U.S. Operating expenses as an annualized percentage of average earning assets decreased to 1.7% from 2.1% for the three months ended September 30, 2017, compared to the three months ended September 30, 2016, due primarily to efficiency gains achieved through higher earning asset levels.

Leased Vehicle Expenses Leased vehicle expenses, which are primarily comprised of depreciation of leased vehicles, increased due to the growth of the leased asset portfolio.

Provision for Loan Losses The provision for retail loan losses increased due primarily to the growth of the retail finance receivables portfolio. As an annualized percentage of average retail finance receivables, the provision for retail loan losses decreased to 2.5% for the three months ended September 30, 2017 from 2.6% for the three months ended September 30, 2016, due primarily to a shift in the credit mix of the portfolio to a larger percentage of prime loans. The provision for commercial loan losses was insignificant for the three months ended September 30, 2017 and 2016.

Interest Expense Interest expense increased due primarily to an increase in the average debt outstanding resulting from growth in the loan and lease portfolios.

Taxes Our consolidated effective income tax rate was 46.1% and 38.0% of income before income taxes and equity income for the three months ended September 30, 2017 and 2016. The increase in the effective income tax rate is due primarily to differences in U.S. taxation of foreign earnings and a decrease in certain U.S. federal tax credits.

Other Comprehensive Income

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income (loss) were $120 million and $(10) million for the three months ended September 30, 2017 and 2016. Translation adjustments result from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changes in relation to international currencies.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016

Average Earning Assets	Nine Months Ended September 30,				2017 vs. 2016
	2017		2016		Change excluding FX		FX		Total change		%
Average retail finance receivables	$	29,918	$	23,728	$	6,030	$	160	$	6,190	26.1	%
Average commercial finance receivables	8,844		5,731		3,091		22		3,113		54.3	%
Average finance receivables	38,762		29,459		9,121		182		9,303		31.6	%
Average leased vehicles, net	38,282		26,128		12,131		23		12,154		46.5	%
Average earning assets	$	77,044	$	55,587	$	21,252	$	205	$	21,457	38.6	%
Retail finance receivables purchased	$	15,546	$	10,580	$	4,872	$	94	$	4,966	46.9	%
Leased vehicles purchased	$	19,581	$	19,327	$	242	$	12	$	254	1.3	%

Average finance receivables increased as a result of the continued increase of our share of GM's business. The increase in average leased vehicles, net primarily resulted from our exclusive lease subvention arrangement in the U.S. with GM.

Revenue	Nine Months Ended September 30,						2017 vs. 2016
	2017			2016			Change excluding FX		FX			Total change		%
Finance charge income
Retail finance receivables	$	2,098		$	1,924		$	140	$	34		$	174	9.0	%
Commercial finance receivables	$	303		$	186		$	113	$	4		$	117	62.9	%
Leased vehicle income	$	6,282		$	4,144		$	2,133	$	5		$	2,138	51.6	%
Other income	$	216		$	175		$	35	$	6		$	41	23.4	%
Equity income	$	129		$	109		$	24	$	(4	)	$	20	18.3	%
Effective yield - retail finance receivables	9.4		%	10.8		%
Effective yield - commercial finance receivables	4.6		%	4.3		%

Finance charge income on retail finance receivables increased due to growth in the portfolio, substantially offset by a decrease in effective yield. The effective yield on our retail finance receivables decreased due primarily to a decrease in the average annual percentage rate on new originations in the U.S. to 5.9% for the nine months ended September 30, 2017 from 7.0% for the nine months ended September 30, 2016, as we have increased our lending to borrowers with prime credit. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average retail finance receivables. The effective yield, as a percentage of average retail finance receivables, is higher than the contractual rates of our auto finance contracts primarily because the effective yield includes, in addition to the contractual rates and fees, the impact of rate subvention provided by GM.

Finance charge income on commercial finance receivables increased due to growth in the portfolio, and due to an increase in the effective yield resulting from rising benchmark interest rates.

The increase in leased vehicle income reflects the growth of the leased asset portfolio.

Equity income in our China joint venture increased due primarily to growth in asset levels driven by increased retail penetration.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Costs and Expenses	Nine Months Ended September 30,						2017 vs. 2016
	2017			2016			Change excluding FX		FX		Total change		%
Operating expenses	$	1,009		$	896		$	103	$	10	$	113	12.6	%
Leased vehicle expenses	$	4,648		$	3,148		$	1,497	$	3	$	1,500	47.6	%
Provision for loan losses	$	573		$	501		$	70	$	2	$	72	14.4	%
Interest expense	$	1,903		$	1,393		$	489	$	21	$	510	36.6	%
Average debt outstanding	$	73,278		$	52,378		$	20,720	$	180	$	20,900	39.9	%
Effective rate of interest on debt	3.5		%	3.6		%

Operating Expenses The increase in operating expenses relates to the growth in earning assets and investments to support the prime lending program and enhance lease origination and servicing capabilities in the U.S. Operating expenses as an annualized percentage of average earning assets decreased to 1.8% from 2.2% for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, due primarily to efficiency gains achieved through higher earning asset levels.

Leased Vehicle Expenses Leased vehicle expenses, which are primarily comprised of depreciation of leased vehicles, increased due to the growth of the leased asset portfolio.

Provision for Loan Losses The provision for retail loan losses increased due primarily to the growth of the retail finance receivables portfolio. As an annualized percentage of average retail finance receivables, the provision for retail loan losses decreased to 2.5% for the nine months ended September 30, 2017 from 2.8% for the nine months ended September 30, 2016, due primarily to a shift in the credit mix of the portfolio to a larger percentage of prime loans. The provision for commercial loan losses was insignificant for the nine months ended September 30, 2017 and 2016.

Interest Expense Interest expense increased due primarily to an increase in the average debt outstanding resulting from growth in the loan and lease portfolios.

Taxes Our consolidated effective income tax rate was 33.9% and 37.7% of income before income taxes and equity income for the nine months ended September 30, 2017 and 2016. The decrease in the effective income tax rate is due primarily to reduced tax expense attributable to entities included in our effective tax rate calculation and an increase in certain U.S. federal tax credits.

Other Comprehensive Income

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income were $318 million and $60 million for the nine months ended September 30, 2017 and 2016. Translation adjustments result from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changes in relation to international currencies.

Credit Quality

Retail Finance Receivables	September 30, 2017			December 31, 2016
Retail finance receivables, net of fees	$	32,317		$	26,400
Less: allowance for loan losses	(899		)	(765		)
Retail finance receivables, net	$	31,418		$	25,635
Number of outstanding contracts	2,262,017			2,011,818
Average amount of outstanding contracts (in dollars)(a)	$	14,287		$	13,122
Allowance for loan losses as a percentage of retail finance receivables, net of fees	2.8		%	2.9		%

_________________ 

(a) Average amount of outstanding contracts consists of retail finance receivables, net of fees, divided by number of outstanding contracts.

At September 30, 2017, the allowance for loan losses as a percentage of retail finance receivables, net of fees, decreased from the level at December 31, 2016 consistent with the improved credit mix in our portfolio resulting from our expansion of prime lending. The allowance for loan losses reflects our estimate of the impact on credit losses resulting from hurricane activity during the three months ended September 30, 2017, which we expect to be minimal.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Deferrals In accordance with our policies and guidelines in the North America Segment, we may offer payment deferrals to retail customers, whereby the borrower is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferrals that may be granted. Additionally, we generally limit the granting of deferrals on new accounts until a requisite number of payments have been received. Contracts receiving a payment deferral as an average quarterly percentage of average retail finance receivables outstanding increased to 6.1% for the three months ended September 30, 2017 from 5.1% for the three months ended September 30, 2016 primarily due to deferrals granted on accounts of borrowers who were impacted by hurricane activity during the quarter. Contracts receiving a payment deferral as an average quarterly percentage of average retail finance receivables outstanding were 4.9% and 5.1% for the nine months ended September 30, 2017 and 2016. Deferrals in the International Segment were insignificant.

Delinquency and Troubled Debt Restructurings Refer to Note 4 - "Finance Receivables" to our condensed consolidated financial statements for further discussion of delinquent retail finance receivables and TDRs.

Net Charge-offs The following table presents charge-off data with respect to our retail finance receivables portfolio:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Charge-offs	$	286		$	284		$	856		$	826
Less: recoveries	(135		)	(128		)	(420		)	(403		)
Net charge-offs	$	151		$	156		$	436		$	423
Net charge-offs as an annualized percentage(a)	1.9		%	2.5		%	1.9		%	2.4		%

_________________ 

(a) Net charge-offs as an annualized percentage is calculated as a percentage of average retail finance receivables.

Net charge-offs as an annualized percentage of average retail finance receivables decreased during the three and nine months ended September 30, 2017 from the prior period, primarily due to the shift in the North America receivables portfolio toward prime credit quality and due to growth in the North America portfolio. The recovery rate as a percentage of gross repossession charge-offs in North America was 51.8% and 52.4% for the three and nine months ended September 30, 2017 and 52.3% and 53.8% for the three and nine months ended September 30, 2016.

Commercial Finance Receivables	September 30, 2017			December 31, 2016
Commercial finance receivables, net of fees	$	9,495		$	7,880
Less: allowance for loan losses	(49		)	(40		)
Total commercial finance receivables, net	$	9,446		$	7,840
Number of dealers	1,502			1,356
Average carrying amount per dealer	$	6		$	6
Allowance for loan losses as a percentage of commercial finance receivables, net of fees	0.5		%	0.5		%

There were insignificant charge-offs of commercial finance receivables during the three and nine months ended September 30, 2017 and none during the three and nine months ended September 30, 2016. At September 30, 2017 and December 31, 2016, substantially all of our commercial finance receivables were current with respect to payment status and none were classified as TDRs. The inventory securing our commercial finance receivables is generally covered by insurance; therefore, we do not expect any significant impact to credit losses resulting from hurricane activity during the three months ended September 30, 2017.

Leased VehiclesAt September 30, 2017 and 2016, 99.1% of our operating leases were current with respect to payment status. Our leased vehicles are generally insured; therefore, we do not expect any significant losses resulting from hurricane activity during the three months ended September 30, 2017.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Liquidity and Capital Resources

GeneralOur primary sources of cash are finance charge income, leasing income and proceeds from the sale of terminated leased vehicles, servicing fees, net distributions from secured debt facilities, including securitizations, secured and unsecured borrowings and collections and recoveries on finance receivables. Our primary uses of cash are purchases of retail finance receivables and leased vehicles, the funding of commercial finance receivables, repayment of secured and unsecured debt, funding credit enhancement requirements in connection with securitizations and secured credit facilities, operating expenses and interest costs.

Our purchase and funding of retail and commercial finance receivables and leased vehicles are financed initially utilizing cash and borrowings on our secured credit facilities. Subsequently, we typically obtain long-term financing for finance receivables and leased vehicles through securitization transactions and the issuance of unsecured debt.

Cash Flow During the nine months ended September 30, 2017, net cash provided by operating activities increased due primarily to an increase in net leased vehicle income, partially offset by increased interest expense and operating expenses.

During the nine months ended September 30, 2017, net cash used in investing activities increased due to an increase in net purchases of retail finance receivables of $4.9 billion and an increase in net fundings of commercial finance receivables of $0.4 billion, partially offset by a decrease in purchases of leased vehicles of $130 million, increased collections and recoveries on retail finance receivables of $2.0 billion, and an increase in proceeds received on terminated leases of $2.9 billion.

During the nine months ended September 30, 2017, net cash provided by financing activities increased due primarily to the issuance of preferred stock of $985 million and an increase in borrowings, net of repayments, of $146 million.

Liquidity	September 30, 2017		December 31, 2016
Cash and cash equivalents(a)	$	3,976	$	2,815
Borrowing capacity on unpledged eligible assets	12,661		8,321
Borrowing capacity on committed unsecured lines of credit	132		105
Borrowing capacity on the Junior Subordinated Revolving Credit Facility	1,000		1,000
Available liquidity	$	17,769	$	12,241

_________________

(a) Includes $377 million and $454 million in unrestricted cash outside of the U.S. at September 30, 2017 and December 31, 2016. This cash is considered to be indefinitely invested based on specific plans for reinvestment of these earnings.

During the nine months ended September 30, 2017, available liquidity increased due primarily to an increase in cash and additional capacity on new and renewed secured credit facilities, resulting from the issuance of secured and unsecured debt and preferred stock.

We have the ability to borrow up to $1.0 billion under GM's three-year, $4.0 billion unsecured revolving credit facility and up to $3.0 billion under GM's five-year, $10.5 billion unsecured revolving credit facility, subject to available capacity. Our borrowings under GM's facilities are limited by GM's ability to borrow the entire amount available under the facilities. Therefore, we may be able to borrow up to $4.0 billion in total or may be unable to borrow depending on GM's borrowing activity. If we do borrow under these facilities, we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business. Neither we, nor any of our subsidiaries, guarantee any obligations under these facilities and none of our assets secure these facilities. Liquidity available to us under the GM unsecured revolving credit facilities is not included in the table above. At September 30, 2017, we had no amounts borrowed under either of GM's unsecured revolving credit facilities.

Credit FacilitiesIn the normal course of business, in addition to using our available cash, we utilize borrowings under our credit facilities, which may be secured and/or structured as securitizations, or may be unsecured, and we repay these borrowings as appropriate under our liquidity management strategy.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

At September 30, 2017, credit facilities consist of the following:

Facility Type	Facility Amount		Advances Outstanding
Revolving retail asset-secured facilities(a)	$	21,077	$	4,563
Revolving commercial asset-secured facilities(b)	3,920		188
Total secured	24,997		4,751
Unsecured committed facilities(c)	132		—
Unsecured uncommitted facilities(d)	2,162		2,162
Total unsecured	2,294		2,162
Junior Subordinated Revolving Credit Facility	1,000		—
Total	$	28,291	$	6,913

_________________

(a) Includes committed and uncommitted revolving credit facilities backed by retail finance receivables and leases. The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them.  We had $158 million in advances outstanding and $831 million in unused borrowing capacity on these facilities at September 30, 2017.

(b) Includes revolving credit facilities backed by loans to dealers for floorplan financing.

(c) Does not include $4.0 billion in liquidity available to us under GM's unsecured revolving credit facilities.

(d) The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. We had $1.3 billion in unused borrowing capacity on these facilities at September 30, 2017.

Refer to Note 8 - "Debt" to our consolidated financial statements in our Form 10-K for further discussion of the terms of our revolving credit facilities.

Securitization Notes PayableWe periodically finance our retail and commercial finance receivables and leases through public and private term securitization transactions, where the securitization markets are sufficiently developed. A summary of securitization notes payable is as follows:

Year of Transaction	Maturity Date(a)			Original Note Issuance(b)		Note Balance At September 30, 2017
2013	October 2020	-	October 2021	$	4,058	$	523
2014	July 2019	-	March 2022	$	6,336	1,685
2015	July 2019	-	December 2023	$	13,110	5,553
2016	April 2018	-	September 2024	$	15,528	10,652
2017	August 2019	-	February 2025	$	19,039	17,686
Total active securitizations						36,099
Debt issuance costs						(75		)
Total						$	36,024

_________________ 

(a) Maturity dates represent legal final maturity of issued notes. The notes are expected to be paid based on amortization of the finance receivables and leases pledged.

(b) At historical foreign currency exchange rates at the time of issuance.

Our securitizations utilize special purpose entities which are also VIEs that meet the requirements to be consolidated in our financial statements. Refer to Note 8 - "Variable Interest Entities" to our condensed consolidated financial statements in this Form 10-Q for further discussion.

Senior Notes and Other Unsecured Debt We periodically access the debt capital markets through the issuance of senior unsecured notes, predominantly from registered shelves in the U.S., Europe and Mexico. At September 30, 2017, the par value of our outstanding senior notes was $35.2 billion.

We issue other unsecured debt through commercial paper offerings and other non-bank funding sources. At September 30, 2017, we had $1.3 billion of this type of unsecured debt outstanding.

Support Agreement At September 30, 2017, our earning assets leverage ratio was 10.23, and the applicable threshold was 11.50.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Forward-Looking Statements

This report contains several "forward-looking statements." Forward-looking statements are those that use words such as "believe," "expect," "intend," "plan," "may," "likely," "should," "estimate," "continue," "future" or "anticipate" and other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are detailed from time to time in our filings and reports with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2016. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to, and do not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.

The following factors are among those that may cause actual results to differ materially from historical results or from the forward-looking statements:

• GM's ability to sell new vehicles that we finance in the markets we serve;

• the viability of GM-franchised dealers that are commercial loan customers;

• the availability and cost of sources of financing;

• our joint venture in China, which we cannot operate solely for our benefit and over which we have limited control;

• the level of net charge-offs, delinquencies and prepayments on the loans and leases we originate;

• the effect, interpretation or application of new or existing laws, regulations, court decisions and accounting pronouncements;

• the prices at which used cars are sold in the wholesale auction markets;

• vehicle return rates and the residual value performance on vehicles we lease;

• interest rate fluctuations and certain related derivatives exposure;

• foreign currency exchange rate fluctuations;

• our financial condition and liquidity, as well as future cash flows and earnings;

• changes in general economic and business conditions;

• competition;

• our ability to manage risks related to security breaches and other disruptions to our networks and systems;

• changes in business strategy, including expansion of product lines and credit risk appetite, acquisitions and divestitures; and

• risks and uncertainties associated with the consummation of the sale of GM's European Business to Peugeot S.A., including satisfaction of the closing conditions.

If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in our exposure to market risk since December 31, 2016. Refer to Item 7A - "Quantitative and Qualitative Disclosures About Market Risk" in our 2016 Form 10-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and accumulated and communicated to our management, including our principal executive officer (CEO) and principal financial officer (CFO), as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at September 30, 2017. Based on this evaluation, required by paragraph (b) of Rule 13a-15 and/or 15d-15, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2017.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Changes in Internal Control Over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

Refer to Note 10 -"Commitments and Contingencies" to our condensed consolidated financial statements for information relating to certain legal proceedings.

Item 1A. Risk Factors

We face a number of significant risks and uncertainties in connection with our operations. Our business, results of operations and financial condition could be materially adversely affected by these risks factors. There have been no material changes to the Risk Factors disclosed in our 2016 Form 10-K.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Item 6. Exhibits

3.1	Certificate of Amendment to Amended and Restated Certificate of Formation of General Motors Financial Company, Inc., dated September 1, 2017, as corrected by the Certificate of Correction, dated September 7, 2017	Filed Herewith
3.2	Statement of Resolution Establishing the Designation of Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A of General Motors Financial Company, Inc. incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed September 20, 2017	Incorporated by Reference
31.1	Officers' Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002	Filed Herewith
32.1	Officers' Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002	Furnished with this Report
101.INS	XBRL Instance Document	Filed Herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed Herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed Herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed Herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed Herewith
101.PRE	XBRL Taxonomy Presentation Linkbase Document	Filed Herewith

__________

* The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

Instruments defining the rights of holders of certain issues of long-term debt of General Motors Financial Company, Inc. have not been filed as exhibits because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of General Motors Financial Company, Inc. General Motors Financial Company, Inc. will furnish a copy of each such instrument to the SEC upon request.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			General Motors Financial Company, Inc.
			(Registrant)
Date:	October 24, 2017	By:	/S/    CHRIS A. CHOATE
			(Signature)
			Chris A. Choate
			Executive Vice President and
			Chief Financial Officer

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