General Motors Financial (ACF) 8-K Unaudited Pro Forma Condensed Consolidated Financial Statements

EXHIBIT 99.1

GENERAL MOTORS FINANCIAL COMPANY, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 5, 2017, General Motors Holdings LLC (the “Seller”), a wholly owned subsidiary of General Motors Company (the “Parent”) and the parent of General Motors Financial Company, Inc. (the “Company”), entered into a Master Agreement (the “Agreement”) with Peugeot S.A. (the “Purchaser”). Pursuant to the Agreement, the Purchaser will acquire, together with a financial partner, the Seller’s European financial subsidiaries and branches (collectively, the “European Operations”), as well as the Parent’s Opel and Vauxhall businesses and certain other assets in Europe (the “Opel/Vauxhall Business” and, together with the European Operations, the “Transferred Business”).

The net consideration to be paid for the European Operations will be 0.8 times their book value at closing, which the Company estimates will be approximately $1 billion, denominated in Euros. The purchase price is subject to certain adjustments as provided in the Agreement. The Company expects to recognize a disposal loss of up to $700 million based on current foreign currency exchange rates.

The transfer of the Transferred Business is subject to the satisfaction of various closing conditions, including receipt of necessary antitrust, financial and other regulatory approvals, the reorganization of the Transferred Business, including pension plans in the United Kingdom, the completion of the contribution or sale by Adam Opel GmbH of its assets and liabilities to a subsidiary, the transfer of GMAC UK plc’s interest in SAIC-GMAC Automotive Finance Company Limited to the Company or an alternate entity designated by the Seller, unless either party elects to close without completion of the transfer, and the continued accuracy, subject to certain exceptions, at closing of certain of the Seller’s representations and warranties. There can be no assurance that all required governmental consents or clearances will be obtained or that the other closing conditions will be satisfied. The transfer of the Opel/Vauxhall Business is expected to close by the end of 2017 and the transfer of the European Operations is expected to close as soon as practicable after the receipt of necessary antitrust, financial and other regulatory approvals, which may be after the transfer of the Opel/Vauxhall Business, but not before. The transfer of the European Operations will not occur unless the transfer of the Opel/Vauxhall Business occurs.

The Agreement contains certain termination rights for both the Seller and the Purchaser, including if certain closing conditions with respect to the transfer of the Opel/Vauxhall Business have not been satisfied on or before June 1, 2018.

The Seller and the Purchaser have each made customary representations, warranties and covenants in the Agreement, including, among others, covenants by the Seller to conduct the Opel/Vauxhall Business and the business of the European Operations in the ordinary course between the execution of the Agreement and the consummation of the transaction.

The following unaudited pro forma condensed consolidated balance sheet of the Company as of March 31, 2017 is presented as if the sale of the European Operations, as described in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred at March 31, 2017. The unaudited pro forma condensed consolidated statements of income for the three months ended March 31, 2017 and for each of the years ended December 31, 2016, 2015 and 2014, are presented as if such events had occurred on January 1, 2014. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented and in the opinion of the Company’s management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made.

These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had the sale of the European Operations and related events been completed as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read together with the following:

• The Company’s audited consolidated financial statements and the notes thereto as of and for the three year period ended December 31, 2016, and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016; and

• The Company’s unaudited condensed consolidated financial statements and the notes thereto as of and for the three months ended March 31, 2017, and Management’s Discussion and Analysis included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2017.

General Motors Financial Company, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(dollars in millions)

March 31, 2017

	General Motors Financial Company, Inc. Historical			Adjustments for Disposition of European Operations			Pro Forma
Assets
Cash and cash equivalents	$	2,694		$	773		$	3,467
Finance receivables, net		46,910			(9,997	)		36,913
Leased vehicles, net		37,302			(211	)		37,091
Goodwill		1,200			—			1,200
Equity in net assets of non-consolidated affiliates		998			—			998
Property and equipment, net		291			(66	)		225
Deferred income taxes		284			(31	)		253
Related party receivables		617			(191	)		426
Other assets		4,244			(441	)		3,803
Total assets	$	94,540		$	(10,164	)	$	84,376
Liabilities and shareholder’s equity
Liabilities
Secured debt	$	42,579		$	(4,642	)	$	37,937
Unsecured debt		37,370			(4,797	)		32,573
Accounts payable and accrued expenses		1,501			(59	)		1,442
Deferred income		2,588			(12	)		2,576
Deferred income taxes		259			1			260
Related party payables		448			(136	)		312
Other liabilities		803			(156	)		647
Total liabilities		85,548			(9,801	)		75,747
Shareholder’s equity
Common stock, $1.00 par value per share; 1,000 shares authorized and 505 issued		—			—			—
Additional paid-in capital		6,512			—			6,512
Accumulated other comprehensive loss		(1,148	)		334			(814	)
Retained earnings		3,628			(697	)		2,931
Total shareholder’s equity		8,992			(363	)		8,629
Total liabilities and shareholder’s equity	$	94,540		$	(10,164	)	$	84,376

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

General Motors Financial Company, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

(in millions)

Three Months Ended March 31, 2017

	General Motors Financial Company, Inc. Historical		Adjustments for Disposition of European Operations			Pro Forma
Revenue
Finance charge income	$	862	$	(110	)	$	752
Leased vehicle income		1,942		(11	)		1,931
Other income		75		(10	)		65
Total revenue		2,879		(131	)		2,748
Costs and expenses
Salaries and benefits		229		(30	)		199
Other operating expenses		163		(31	)		132
Total operating expenses		392		(61	)		331
Leased vehicle expenses		1,438		(9	)		1,429
Provision for loan losses		217		(6	)		211
Interest expense		619		(28	)		591
Total costs and expenses		2,666		(104	)		2,562
Equity income		47		—			47
Income before income taxes		260		(27	)		233
Income tax provision		58		(8	)		50
Net income	$	202	$	(19	)	$	183

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

General Motors Financial Company, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

(in millions)

Year Ended December 31, 2016

	General Motors Financial Company, Inc. Historical		Adjustments for Disposition of European Operations			Pro Forma
Revenue
Finance charge income	$	3,329	$	(483	)	$	2,846
Leased vehicle income		5,925		(29	)		5,896
Other income		304		(62	)		242
Total revenue		9,558		(574	)		8,984
Costs and expenses
Salaries and benefits		853		(118	)		735
Other operating expenses		637		(120	)		517
Total operating expenses		1,490		(238	)		1,252
Leased vehicle expenses		4,529		(23	)		4,506
Provision for loan losses		669		(25	)		644
Interest expense		2,108		(139	)		1,969
Total costs and expenses		8,796		(425	)		8,371
Equity income		151		—			151
Income before income taxes		913		(149	)		764
Income tax provision		159		(35	)		124
Net income	$	754	$	(114	)	$	640

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

General Motors Financial Company, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

(in millions)

Year Ended December 31, 2015

	General Motors Financial Company, Inc. Historical		Adjustments for Disposition of European Operations			Pro Forma
Revenue
Finance charge income	$	3,381	$	(526	)	$	2,855
Leased vehicle income		2,807		(12	)		2,795
Other income		266		(49	)		217
Total revenue		6,454		(587	)		5,867
Costs and expenses
Salaries and benefits		726		(117	)		609
Other operating expenses		567		(125	)		442
Total operating expenses		1,293		(242	)		1,051
Leased vehicle expenses		2,200		(9	)		2,191
Provision for loan losses		624		(21	)		603
Interest expense		1,616		(155	)		1,461
Total costs and expenses		5,733		(427	)		5,306
Equity income		116		—			116
Income before income taxes		837		(160	)		677
Income tax provision		191		2			193
Net income	$	646	$	(162	)	$	484

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

General Motors Financial Company, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Income

(in millions)

Year Ended December 31, 2014

	General Motors Financial Company, Inc. Historical		Adjustments for Disposition of European Operations			Pro Forma
Revenue
Finance charge income	$	3,475	$	(584	)	$	2,891
Leased vehicle income		1,090		(4	)		1,086
Other income		289		(41	)		248
Total revenue		4,854		(629	)		4,225
Costs and expenses
Salaries and benefits		614		(119	)		495
Other operating expenses		548		(128	)		420
Total operating expenses		1,162		(247	)		915
Leased vehicle expenses		847		(4	)		843
Provision for loan losses		604		(6	)		598
Interest expense		1,426		(246	)		1,180
Total costs and expenses		4,039		(503	)		3,536
Equity income		—		—			—
Income before income taxes		815		(126	)		689
Income tax provision		278		(54	)		224
Net income	$	537	$	(72	)	$	465

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

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Disposition of European Operations

The pro forma adjustments include the reversal of (i) the historical assets and liabilities and results of operations of the European Operations, including the related tax impact and consolidation entries and (ii) certain previously eliminated transactions between the European Operations and subsidiaries of the Company, as a result of the completion of the disposition.

The pro forma adjustments on the condensed consolidated balance sheet also include the expected proceeds and loss on disposal, as well as proceeds from expected dividends to be paid by the European Operations in order to bring their leverage ratio to within targeted levels, as defined in the Agreement. The estimated loss is not included in the pro forma adjustments on the pro forma consolidated statements of income as it is considered to be nonrecurring in nature.

The pro forma adjustments to the condensed consolidated balance sheet do not include adjustments for any dividends that may be paid to by the Company to the Parent following the completion of the disposition.