Guarantor Consolidating Financial Statements | Guarantor Consolidating Financial Statements The payment of principal and interest on senior notes issued by our top-tier holding company is currently guaranteed solely by AFSI (the Guarantor) and none of our other subsidiaries (the Non-Guarantor Subsidiaries). The Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. The Guarantor’s guarantee may be released only in certain circumstances, including the sale or disposition of all of the Guarantor’s assets or capital stock, legal or covenant defeasance, and the discharge of certain guaranteed senior notes. The consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent-only basis), (ii) the Guarantor, (iii) the combined Non-Guarantor Subsidiaries and (iv) the parent company and our subsidiaries on a consolidated basis at December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 (after the elimination of intercompany balances and transactions). Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions. CONSOLIDATING BALANCE SHEET December 31, 2017 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ 3,535 $ 730 $ — $ 4,265 Finance receivables, net — 9,569 32,603 — 42,172 Leased vehicles, net — — 42,882 — 42,882 Goodwill 1,095 — 102 — 1,197 Equity in net assets of non-consolidated affiliate — — 1,187 — 1,187 Property and equipment, net — 192 67 — 259 Deferred income taxes 549 21 249 (570 ) 249 Related party receivables 2 23 284 — 309 Other assets 9 1,284 3,604 (402 ) 4,495 Due from affiliates 35,312 22,603 — (57,915 ) — Investment in affiliates 9,870 6,426 — (16,296 ) — Total assets $ 46,837 $ 43,653 $ 81,708 $ (75,183 ) $ 97,015 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Secured debt $ — $ — $ 40,289 $ (402 ) $ 39,887 Unsecured debt 36,145 — 4,685 — 40,830 Accounts payable and accrued expenses 338 382 902 — 1,622 Deferred income — — 3,221 — 3,221 Deferred income taxes — — 858 (570 ) 288 Related party payables 2 — 90 — 92 Other liabilities 58 585 138 — 781 Due to affiliates — 35,110 22,805 (57,915 ) — Total liabilities 36,543 36,077 72,988 (58,887 ) 86,721 Shareholders' equity Common stock — — 698 (698 ) — Preferred stock — — — — — Additional paid-in capital 7,525 79 2,123 (2,202 ) 7,525 Accumulated other comprehensive loss (768 ) (109 ) (714 ) 823 (768 ) Retained earnings 3,537 7,606 6,613 (14,219 ) 3,537 Total shareholders' equity 10,294 7,576 8,720 (16,296 ) 10,294 Total liabilities and shareholders' equity $ 46,837 $ 43,653 $ 81,708 $ (75,183 ) $ 97,015 CONSOLIDATING BALANCE SHEET December 31, 2016 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 Property and equipment, net — 152 62 — 214 Deferred income taxes 502 89 242 (591 ) 242 Related party receivables — 25 322 — 347 Other assets 4 643 2,761 (169 ) 3,239 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 Accounts payable and accrued expenses 302 273 749 — 1,324 Deferred income — — 2,355 — 2,355 Deferred income taxes — — 814 (591 ) 223 Related party payables 1 — 319 — 320 Other liabilities 63 417 114 — 594 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 CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2017 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 513 $ 2,743 $ — $ 3,256 Leased vehicle income — — 8,606 — 8,606 Other income 1 1,169 (7 ) (874 ) 289 Total revenue 1 1,682 11,342 (874 ) 12,151 Costs and expenses Salaries and benefits — 688 157 — 845 Other operating expenses 258 (43 ) 831 (501 ) 545 Total operating expenses 258 645 988 (501 ) 1,390 Leased vehicle expenses — — 6,415 — 6,415 Provision for loan losses — 430 327 — 757 Interest expense 1,102 72 1,765 (373 ) 2,566 Total costs and expenses 1,360 1,147 9,495 (874 ) 11,128 Equity income 2,050 1,615 173 (3,665 ) 173 Income from continuing operations before income taxes 691 2,150 2,020 (3,665 ) 1,196 Income tax (benefit) provision (238 ) 158 191 — 111 Income from continuing operations 929 1,992 1,829 (3,665 ) 1,085 Loss from discontinued operations, net of tax (268 ) (13 ) (143 ) — (424 ) Net income 661 1,979 1,686 (3,665 ) 661 Net income attributable to common shareholder $ 645 $ 1,979 $ 1,686 $ (3,665 ) $ 645 Comprehensive income $ 1,131 $ 2,031 $ 2,195 $ (4,226 ) $ 1,131 CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2016 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 432 $ 2,414 $ — $ 2,846 Leased vehicle income — — 5,896 — 5,896 Other income (1 ) 883 34 (675 ) 241 Total revenue (1 ) 1,315 8,344 (675 ) 8,983 Costs and expenses Salaries and benefits — 597 138 — 735 Other operating expenses 2 200 715 (402 ) 515 Total operating expenses 2 797 853 (402 ) 1,250 Leased vehicle expenses — — 4,506 — 4,506 Provision for loan losses — 378 266 — 644 Interest expense 557 296 1,392 (273 ) 1,972 Total costs and expenses 559 1,471 7,017 (675 ) 8,372 Equity income 994 771 151 (1,765 ) 151 Income from continuing operations before income taxes 434 615 1,478 (1,765 ) 762 Income tax (benefit) provision (341 ) (89 ) 535 — 105 Income from continuing operations 775 704 943 (1,765 ) 657 (Loss) income from discontinued operations, net of tax (21 ) — 118 — 97 Net income $ 754 $ 704 $ 1,061 $ (1,765 ) $ 754 Comprehensive income $ 620 $ 718 $ 933 $ (1,651 ) $ 620 CONSOLIDATING STATEMENT OF INCOME Year Ended December 31, 2015 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Revenue Finance charge income $ — $ 403 $ 2,445 $ — $ 2,848 Leased vehicle income — — 2,795 — 2,795 Other income 13 505 97 (391 ) 224 Total revenue 13 908 5,337 (391 ) 5,867 Costs and expenses Salaries and benefits — 332 277 — 609 Other operating expenses 64 105 524 (251 ) 442 Total operating expenses 64 437 801 (251 ) 1,051 Leased vehicle expenses — — 2,190 — 2,190 Provision for loan losses — 398 205 — 603 Interest expense 488 18 1,094 (140 ) 1,460 Total costs and expenses 552 853 4,290 (391 ) 5,304 Equity income 941 579 116 (1,520 ) 116 Income from continuing operations before income taxes 402 634 1,163 (1,520 ) 679 Income tax (benefit) provision (224 ) 25 393 — 194 Income from continuing operations 626 609 770 (1,520 ) 485 Income from discontinued operations, net of tax 20 — 141 — 161 Net income $ 646 $ 609 $ 911 $ (1,520 ) $ 646 Comprehensive (loss) income $ (25 ) $ 498 $ 225 $ (723 ) $ (25 ) CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2017 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 929 $ 1,992 $ 1,829 $ (3,665 ) $ 1,085 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 44 37 6,625 — 6,706 Accretion and amortization of loan and leasing fees — 16 (1,727 ) — (1,711 ) Undistributed earnings of non-consolidated affiliate, net (2,050 ) (1,615 ) (173 ) 3,665 (173 ) Provision for loan losses — 430 327 — 757 Deferred income taxes (80 ) 72 50 — 42 Stock-based compensation expense 39 — 9 — 48 Other operating activities 171 (281 ) (196 ) — (306 ) Changes in assets and liabilities: Other assets (5 ) 25 (74 ) — (54 ) Accounts payable and accrued expenses 26 56 71 — 153 Taxes payable (4 ) — (25 ) — (29 ) Related party payables 1 — — — 1 Net cash (used in) provided by operating activities - continuing operations (929 ) 732 6,716 — 6,519 Net cash provided by (used in) operating activities - discontinued operations 26 (14 ) 221 — 233 Net cash (used in) provided by operating activities (903 ) 718 6,937 — 6,752 Cash flows from investing activities Purchases of retail finance receivables, net — (20,769 ) (16,969 ) 18,214 (19,524 ) Principal collections and recoveries on retail finance receivables — 2,577 10,277 — 12,854 Proceeds from transfer of retail finance receivables, net — 13,509 4,705 (18,214 ) — Net funding of commercial finance receivables — (302 ) (2,282 ) — (2,584 ) Purchases of leased vehicles, net — — (19,180 ) — (19,180 ) Proceeds from termination of leased vehicles — — 6,667 — 6,667 Purchases of property and equipment — (77 ) (17 ) — (94 ) Other investing activities — (233 ) 2 233 2 Net change in due from affiliates (10,764 ) (6,538 ) — 17,302 — Net change in investment in affiliates 657 1,686 — (2,343 ) — Net cash used in investing activities - continuing operations (10,107 ) (10,147 ) (16,797 ) 15,192 (21,859 ) Net cash provided by (used in) investing activities - discontinued operations 729 — (726 ) — 3 Net cash used in investing activities (9,378 ) (10,147 ) (17,523 ) 15,192 (21,856 ) Cash flows from financing activities Net change in debt (original maturities less than three months) 129 — (234 ) — (105 ) Borrowings and issuance of secured debt — — 32,713 (233 ) 32,480 Payments on secured debt — — (27,451 ) — (27,451 ) Borrowings and issuance of unsecured debt 12,216 — 3,667 — 15,883 Payments on unsecured debt (2,450 ) — (2,568 ) — (5,018 ) Debt issuance costs (49 ) — (106 ) — (155 ) Proceeds from issuance of preferred stock 985 — — — 985 Dividends paid (550 ) — — — (550 ) Net capital contributions — — (2,343 ) 2,343 — Net change in due to affiliates — 10,680 6,622 (17,302 ) — Net cash provided by financing activities - continuing operations 10,281 10,680 10,300 (15,192 ) 16,069 Net cash provided by financing activities - discontinued operations — — 219 — 219 Net cash provided by financing activities 10,281 10,680 10,519 (15,192 ) 16,288 Net increase (decrease) in cash, cash equivalents and restricted cash — 1,251 (67 ) — 1,184 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — — 81 — 81 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 $ — $ 3,535 $ 3,032 $ — $ 6,567 Cash, cash equivalents and restricted cash from continuing operations at end of period $ — $ 3,535 $ 3,032 $ — $ 6,567 Cash, cash equivalents and restricted cash from discontinued operations at end of period $ — $ — $ — $ — $ — The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidating balance sheet: General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ 3,535 $ 730 $ — $ 4,265 Restricted cash included in other assets — — 2,302 — 2,302 Total $ — $ 3,535 $ 3,032 $ — $ 6,567 CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2016 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 775 $ 704 $ 943 $ (1,765 ) $ 657 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 37 26 4,726 — 4,789 Accretion and amortization of loan and leasing fees — 17 (1,153 ) — (1,136 ) Amortization of carrying value adjustment — (3 ) (25 ) — (28 ) Undistributed earnings of non-consolidated affiliate, net (994 ) (771 ) (22 ) 1,765 (22 ) Provision for loan losses — 378 266 — 644 Deferred income taxes (334 ) (390 ) 732 — 8 Stock-based compensation expense 24 — 1 — 25 Other operating activities (299 ) 298 (148 ) — (149 ) Changes in assets and liabilities: Other assets 18 (347 ) (103 ) — (432 ) Accounts payable and accrued expenses 117 (438 ) 530 — 209 Taxes payable (1 ) — (4 ) — (5 ) Related party payables — — 1 — 1 Net cash (used in) provided by operating activities - continuing operations (657 ) (526 ) 5,744 — 4,561 Net cash provided by (used in) operating activities - discontinued operations — (9 ) 329 — 320 Net cash (used in) provided by operating activities (657 ) (535 ) 6,073 — 4,881 Cash flows from investing activities Purchases of retail finance receivables, net — (15,847 ) (16,464 ) 18,131 (14,180 ) Principal collections and recoveries on retail finance receivables — 1,542 8,357 — 9,899 Proceeds from transfer of retail finance receivables, net — 13,897 4,234 (18,131 ) — Net funding of commercial finance receivables — (191 ) (2,276 ) — (2,467 ) Purchases of leased vehicles, net — — (19,483 ) — (19,483 ) Proceeds from termination of leased vehicles — — 2,554 — 2,554 Purchases of property and equipment — (82 ) (11 ) — (93 ) Other investing activities — (169 ) 1 169 1 Net change in due from affiliates (8,966 ) (8,508 ) — 17,474 — Net change in investment in affiliates 339 787 — (1,126 ) — Net cash used in investing activities - continuing operations (8,627 ) (8,571 ) (23,088 ) 16,517 (23,769 ) Net cash provided by (used in) investing activities - discontinued operations — — (1,005 ) — (1,005 ) Net cash used in investing activities (8,627 ) (8,571 ) (24,093 ) 16,517 (24,774 ) Cash flows from financing activities Net change in debt (original maturities less than three months) 8 — (317 ) — (309 ) Borrowings and issuance of secured debt — — 27,548 (169 ) 27,379 Payments on secured debt — — (17,294 ) — (17,294 ) Borrowings and issuance of unsecured debt 10,320 — 1,914 — 12,234 Payments on unsecured debt (1,000 ) — (1,754 ) — (2,754 ) Borrowings on related party line of credit 418 — — — 418 Payments on related party line of credit (418 ) — — — (418 ) Debt issuance costs (44 ) — (87 ) — (131 ) Net capital contributions — — (1,126 ) 1,126 — Net change in due to affiliates — 9,071 8,403 (17,474 ) — Net cash provided by financing activities - continuing operations 9,284 9,071 17,287 (16,517 ) 19,125 Net cash provided by financing activities - discontinued operations — — 1,109 — 1,109 Net cash provided by financing activities 9,284 9,071 18,396 (16,517 ) 20,234 Net increase (decrease) in cash, cash equivalents and restricted cash — (35 ) 376 — 341 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — — (41 ) — (41 ) Cash, cash equivalents and restricted cash at beginning of period — 2,319 2,683 — 5,002 Cash, cash equivalents and restricted cash at end of period $ — $ 2,284 $ 3,018 $ — $ 5,302 Cash, cash equivalents and restricted cash from continuing operations at end of period $ — $ 2,284 $ 2,346 $ — $ 4,630 Cash, cash equivalents and restricted cash from discontinued operations at end of period $ — $ — $ 672 $ — $ 672 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidating balance sheet: General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash and cash equivalents $ — $ 2,284 $ 531 $ — $ 2,815 Restricted cash included in other assets — — 1,815 — 1,815 Total $ — $ 2,284 $ 2,346 $ — $ 4,630 CONSOLIDATING STATEMENT OF CASH FLOWS Year Ended December 31, 2015 General Motors Financial Company, Inc. Guarantor Non- Guarantors Eliminations Consolidated Cash flows from operating activities Net income $ 626 $ 609 $ 770 $ (1,520 ) $ 485 Adjustments to reconcile net income to net cash (used in) provided by operating activities Depreciation and amortization 28 3 2,334 — 2,365 Accretion and amortization of loan and leasing fees — 25 (599 ) — (574 ) Amortization of carrying value adjustment — (14 ) (74 ) — (88 ) Undistributed earnings of non-consolidated affiliate, net (941 ) (579 ) (116 ) 1,520 (116 ) Provision for loan losses — 398 205 — 603 Deferred income taxes (169 ) 2 295 — 128 Stock-based compensation expense 33 — 4 — 37 Other operating activities 32 (5 ) (57 ) — (30 ) Changes in assets and liabilities: Other assets (3 ) 25 (396 ) — (374 ) Accounts payable and accrued expenses 100 531 (380 ) — 251 Taxes payable (12 ) 1 1 — (10 ) Related party taxes payable (636 ) — — — (636 ) Related party payable 1 — 5 — 6 Net cash (used in) provided by operating activities - continuing operations (941 ) 996 1,992 — 2,047 Net cash provided by operating activities - discontinued operations — — 121 — 121 Net cash (used in) provided by operating activities (941 ) 996 2,113 — 2,168 Cash flows from investing activities Purchases of retail finance receivables, net — (13,997 ) (13,369 ) 13,461 (13,905 ) Principal collections and recoveries on retail finance receivables — 755 7,793 — 8,548 Proceeds from transfer of retail finance receivables, net — 10,428 3,033 (13,461 ) — Net funding of commercial finance receivables — 6 (869 ) — (863 ) Purchases of leased vehicles, net — — (15,276 ) — (15,276 ) Proceeds from termination of leased vehicles — — 1,095 — 1,095 Acquisition of equity interest (513 ) (536 ) — — (1,049 ) Disposition of equity interest — 125 — — 125 Purchases of property and equipment — (21 ) (52 ) — (73 ) Other investing activities — — 15 — 15 Net change in due from affiliates (9,764 ) (5,593 ) — 15,357 — Net change in investment in affiliates 42 (1,893 ) — 1,851 — Net cash used in investing activities - continuing operations (10,235 ) (10,726 ) (17,630 ) 17,208 (21,383 ) Net cash provided by (used in) investing activities - discontinued operations 897 — (650 ) (897 ) (650 ) Net cash used in investing activities (9,338 ) (10,726 ) (18,280 ) 16,311 (22,033 ) Cash flows from financing activities Net change in debt (original maturities less than three months) — — (21 ) — (21 ) Borrowings and issuance of secured debt — — 19,203 — 19,203 Payments on secured debt — — (11,503 ) — (11,503 ) Borrowings and issuance of unsecured debt 9,687 — 2,356 — 12,043 Payments on unsecured debt — — (1,652 ) — (1,652 ) Debt issuance costs (58 ) — (76 ) — (134 ) Net capital contribution 649 — 1,851 (1,851 ) 649 Other 1 — — — 1 Net change in due to affiliates — 9,751 5,606 (15,357 ) — Net cash provided by financing activities - continuing operations 10,279 9,751 15,764 (17,208 ) 18,586 Net cash provided by financing activities - discontinued operations — 15 619 897 1,531 Net cash provided by financing activities 10,279 9,766 16,383 (16,311 ) 20,117 Net increase in cash, cash equivalents and restricted cash — 36 216 — 252 Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash — — (295 ) — (295 ) Cash, cash equivalents and restricted cash at beginning of period — 2,283 2,762 — 5,045 Cash, cash equivalents and restricted cash at end of period $ — $ 2,319 $ 2,683 $ — $ 5,002 Cash, cash equivalents and restricted cash from continuing operations at end of period $ — $ 2,319 $ 1,939 $ — $ 4,258 Cash, cash equivalents and restricted cash from discontinued operations at end of period $ — $ — $ 744 $ — $ 744 |