Guarantor Condensed Consolidating Financial Statements | Guarantor Condensed Consolidating Financial Statements The payment of principal and interest on senior notes issued by our top-tier holding company is currently guaranteed solely by AFSI (the Guarantor) and none of our other subsidiaries (the Non-Guarantor Subsidiaries). The Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. The Guarantor’s guarantee may be released only upon customary circumstances, the terms of which vary by issuance. Customary circumstances include the sale or disposition of all of the Guarantor’s assets or capital stock, the achievement of investment grade rating of the senior notes and legal or covenant defeasance. The condensed consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent-only basis), (ii) the Guarantor, (iii) the combined Non-Guarantor Subsidiaries and (iv) the parent company and our subsidiaries on a consolidated basis at September 30, 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. 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 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2017 (Unaudited) General Guarantor Non- 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three Months Ended September 30, 2016 (Unaudited) General Guarantor Non- 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2017 (Unaudited) General Guarantor Non- 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME Nine Months Ended September 30, 2016 (Unaudited) General Guarantor Non- 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 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 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 |