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General Motors Funding Co

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US37045XBU90 ( en USD )

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1 500 000 000 USD

37045XBU9

General Motors Financial Company (GM Financial) est une société de services financiers qui offre des prêts automobiles, des locations et d'autres services financiers aux clients de General Motors et à d'autres.

L'Obligation émise par General Motors Funding Co ( Etats-unis ) , en USD, avec le code ISIN US37045XBU90, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/04/2020

Final Prospectus Supplement
424B2 1 d366306d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(B)(2)
SEC File No. 333-206678
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to Be Registered

Offering Price

Registration Fee(1)
Floating Rate Senior Notes due 2020

$750,000,000

$86,925
2.650% Senior Notes due 2020

$1,000,000,000

$115,900
3.950% Senior Notes due 2024

$1,250,000,000

$144,875
Guarantees of debt securities(2)

--

--
Total

$3,000,000,000

$347,700

(1)
The registration fee, calculated in accordance with Rule 457(r), is being transmitted to the SEC on a deferred basis pursuant to Rule 456(b).
(2)
The subsidiaries of General Motors Financial Company, Inc. that are named as additional registrants may fully and unconditionally guarantee
the debt securities of General Motors Financial Company, Inc. No separate consideration will be received for any guarantee of debt
securities. Accordingly, pursuant to Rule 457(n) of the Securities Act, no separate filing fee is required. The guarantees will not be traded
separately.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 31, 2015)
$3,000,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.
$750,000,000 Floating Rate Notes due 2020
$1,000,000,000 2.650% Senior Notes due 2020
$1,250,000,000 3.950% Senior Notes due 2024

General Motors Financial Company, Inc. ("GM Financial") is offering $750,000,000 aggregate principal amount of its Floating Rate Notes due 2020 (the
"Floating Rate Notes"), $1,000,000,000 principal amount of its 2.650% Senior Notes due 2020 (the "2020 Notes") and $1,250,000,000 aggregate principal
amount of its 3.950% Senior Notes due 2024 (the "2024 Notes" and, together with the Floating Rate Notes and the 2020 Notes, the "Notes"). The Floating
Rate Notes will bear interest at a rate, reset quarterly, equal to three-month LIBOR plus 0.93%. Interest will accrue on the Floating Rate Notes from April 13,
2017, and GM Financial will pay interest on the Floating Rate Notes quarterly on January 13, April 13, July 13 and October 13 of each year, beginning on
July 13, 2017. The Floating Rate Notes will mature on April 13, 2020. Interest will accrue on the 2020 Notes and the 2024 Notes from April 13, 2017, and
GM Financial will pay interest on the 2020 Notes and the 2024 Notes semi-annually on April 13 and October 13 of each year, beginning on October 13, 2017.
The 2020 Notes will mature on April 13, 2020, and the 2024 Notes will mature on April 13, 2024. We may not redeem the Floating Rate Notes prior to
maturity. At our option, we may redeem either or both series of the 2020 Notes and the 2024 Notes offered hereby, in whole or in part, at any time and from
time to time before their maturity at the redemption prices set forth under "Description of the Notes--Optional Redemption."
The Notes will be guaranteed by our principal United States operating subsidiary, AmeriCredit Financial Services, Inc. ("AFSI" or the "guarantor"), on a
senior unsecured basis and, under certain circumstances, will be guaranteed by certain of our other subsidiaries. Our currently outstanding 4.75% Senior Notes
due 2017 (the "Existing 2017 Notes") and 6.75% Senior Notes due 2018 (the "Existing 2018 Notes") mature on August 15, 2017 and June 1, 2018,
respectively, and when, among other things, such notes are discharged, as anticipated, on or before their respective stated maturity dates, all guarantees of the
Notes (including the AFSI guarantee) will be automatically and unconditionally released and discharged. See "Description of the Notes."
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Final Prospectus Supplement
The Notes will be our and the guarantor's unsecured senior obligations. The Notes will rank equal in right of payment with all of such entities' existing
and future senior indebtedness, including guarantees, and will rank senior in right of payment to all of such entities' existing and future subordinated
indebtedness; however, the Notes will be effectively subordinated to all of our and the guarantor's secured indebtedness to the extent of the value of the
collateral securing such indebtedness. The Notes will also be structurally subordinated to the indebtedness and other obligations of our subsidiaries that do not
guarantee the Notes with respect to the assets of such entities.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.

Per Floating
Per 2020
Per 2024

Rate Note
Total

Note
Total

Note
Total

Public offering price(1)

100.000% $750,000,000 99.860% $998,600,000 99.830% $1,247,875,000
Underwriting discounts and commissions

0.250% $
1,875,000
0.250% $
2,500,000
0.400% $
5,000,000
Proceeds, before expenses, to us

99.750% $748,125,000 99.610% $996,100,000 99.430% $1,242,875,000

(1) Plus accrued interest, if any, from April 13, 2017.
The underwriters expect to deliver the Notes to the purchasers in book-entry only form through the facilities of The Depository Trust Company,
including its participants Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about April 13, 2017.

Joint Book-Running Managers

BBVA
BofA Merrill Lynch
J.P. Morgan
Mizuho
Société Générale
TD Securities

Securities

Corporate & Investment Banking

Co-Managers

BB Secs
BMO Capital Markets
Santander
UniCredit
Blaylock
Ramirez & Co., Inc.

Capital Markets

Beal Van, LLC

The date of this prospectus supplement is April 10, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-2
RISK FACTORS
S-9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-16
USE OF PROCEEDS
S-17
CAPITALIZATION
S-18
RATIO OF EARNINGS TO FIXED CHARGES
S-19
DESCRIPTION OF THE NOTES
S-20
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-38
CERTAIN ERISA CONSIDERATIONS
S-43
UNDERWRITING
S-45
LEGAL MATTERS
S-51
EXPERTS
S-51
WHERE YOU CAN FIND MORE INFORMATION
S-51
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-51
Prospectus

ABOUT THIS PROSPECTUS

i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

ii
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Final Prospectus Supplement
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

ii
WHERE YOU CAN FIND MORE INFORMATION

iii
ABOUT GENERAL MOTORS FINANCIAL COMPANY, INC.

1
RISK FACTORS

1
USE OF PROCEEDS

1
RATIO OF EARNINGS TO FIXED CHARGES

2
SECURITIES WE MAY OFFER

3
DESCRIPTION OF DEBT SECURITIES

4
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

15
PLAN OF DISTRIBUTION

15
EXPERTS

15
LEGAL MATTERS

15

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes certain matters relating to us and the
specific terms of this offering of Notes and also adds to and updates information contained in the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which
gives more general information about securities we may offer from time to time.
We have not, and the underwriters have not, authorized anyone to provide you with information other than that contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which
we have referred you. Neither we nor the underwriters take any responsibility for, or provide any assurances as to the reliability of, any other
information that others may give you. The information contained in this prospectus supplement, the accompanying prospectus or any free writing
prospectus prepared by or on behalf of us or to which we have referred you is accurate as of their respective dates. The information in documents
incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate as of the respective dates of those documents.
To the extent the information contained in this prospectus supplement differs or varies from the information contained in the accompanying
prospectus, the information in this prospectus supplement will control. To the extent the information contained in this prospectus supplement
differs or varies from the information contained in a document we have incorporated by reference into this prospectus supplement or the
accompanying prospectus, you should rely on the information in the more recent document.
Before you decide to invest in the Notes, you should carefully read this prospectus supplement, the accompanying prospectus, the registration
statement described in the accompanying prospectus (including the exhibits thereto) and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus. The incorporated documents are described in this prospectus supplement under the
caption "Incorporation of Certain Documents by Reference."
We are not making offers to sell the Notes or soliciting offers to purchase the Notes in any jurisdiction in which such an offer or solicitation
is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an
offer or solicitation.

S-1
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus supplement and the
accompanying prospectus and may not contain all of the information that may be important to you. You should carefully read this together
with the entire prospectus supplement and the accompanying prospectus, and the documents incorporated by reference, including the "Risk
Factors" section, and our financial statements and the notes to those financial statements.
Unless otherwise stated or the context otherwise requires, as used in this prospectus supplement, the words "Company," "GM
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Final Prospectus Supplement
Financial," "we," "us" and "our" refer to General Motors Financial Company, Inc. and its subsidiaries; "GM" refers to General Motors
Company; the "International Segment" refers to our auto finance and financial services operations conducted in Europe, Latin America and
China; and the "North America Segment" refers to our auto finance and financial services operations conducted in the United States and
Canada.
Overview
GM Financial, the wholly-owned captive finance subsidiary of GM, is a global provider of automobile financing solutions. As of
December 31, 2016, our portfolio consisted of $78.6 billion of auto loans and leases and commercial dealer loans, comprised of $62.6 billion
in North America and $16.0 billion internationally. We were acquired by GM in October 2010 to provide captive financing capabilities in
support of GM's U.S. and Canadian markets. In 2013, we expanded the markets we serve by acquiring the operations of our International
Segment in Europe and Latin America. In 2015, we completed the acquisition of an equity interest in SAIC-GMAC Automotive Finance
Company Limited, a joint venture that conducts auto finance operations in China, from Ally Financial Inc. As a result of the completion of this
acquisition, our global footprint now covers over 85% of GM's worldwide market and provides auto finance solutions around the world.
Corporate Information
We were incorporated in Texas on May 18, 1988, and succeeded to the business, assets and liabilities of a predecessor corporation
formed under the laws of Texas on August 1, 1986. Our predecessor began operations in March 1987, and the business has been operated
continuously since that time. Our principal executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, and our
telephone number is (817) 302-7000.
Recent Developments
On March 5, 2017, General Motors Holdings LLC (the "Seller"), a wholly owned subsidiary of GM and our parent, entered into a Master
Agreement (the "Agreement") with PSA Group (the "Purchaser"). Pursuant to the Agreement, the Purchaser will acquire, together with a
financial partner, our European financial subsidiaries and branches (collectively, the "Fincos"), as well as the GM's Opel and Vauxhall
businesses and certain other assets in Europe (the "Opel/Vauxhall Business" and, together with the Fincos, the "Transferred Business"),
including all of the equity interests of certain subsidiaries of GM, certain minority interests and substantially all of the assets of GM's
subsidiary, Adam Opel AG, a German Aktiengesellschaft ("AOAG").
The net consideration to be paid to us for the Fincos will be 0.8 times their book value at closing, which we estimate will be
approximately $1 billion (927 million), subject to certain adjustments including pension payments as provided in the Agreement.
The transfer of the Opel/Vauxhall Business and the Fincos 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 certain pension plans in
the United Kingdom, the completion of the

S-2
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contribution or sale by AOAG of its assets and liabilities to a subsidiary, the transfer of GMAC UK plc's interest in SAIC-GMAC
Automotive Finance Company Limited to us 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. However, there can be no assurance that the necessary approvals for the transfer of all of the Fincos will be obtained or that the
other closing conditions under the Agreement will be satisfied. The transfer of the Opel/Vauxhall Business is expected to close by the end of
2017. The transfer of the Fincos will close as soon as practicable after the receipt of necessary financial and other regulatory approvals, which
may be after the transfer of the Opel/Vauxhall Business. Certain of these transfers may occur as late as 18 months after the closing of the
transfer of the Opel/Vauxhall Business, but if completion of the transfer of any of the Fincos has not been completed by that date, we will
retain and liquidate the remaining Fincos. The transfer of the Fincos 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.
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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 Fincos in the ordinary course between the
execution of the Agreement and the consummation of the transaction.
Our principal focus is on expanding our business in the U.S.; therefore, as of the date of this prospectus supplement, we do not expect
that the sale of the Fincos 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 sale of the Fincos 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 the Fincos, we expect that, for a period of time following the sale of the Fincos,
retail leases will make up a greater percentage of our earning assets than they have historically. As our U.S. operations increase originations of
prime retail loans, we expect that our earning asset mix will return to historical levels. We expect to make a special dividend to GM following
the completion of the sale.

S-3
Table of Contents
The Offering
The following summary is provided solely for your convenience. This summary is not intended to be complete. You should read the full
text and more specific details about the Notes and this offering contained elsewhere in this prospectus supplement and the accompanying
prospectus. For a more detailed description of the Notes, see "Description of the Notes."

Issuer
General Motors Financial Company, Inc.

Securities Offered
$750,000,000 aggregate principal amount of Floating Rate Notes due 2020

$1,000,000,000 aggregate principal amount of 2.650% Senior Notes due 2020

$1,250,000,000 aggregate principal amount of 3.950% Senior Notes due 2024

Maturity Date
April 13, 2020 for the Floating Rate Notes

April 13, 2020 for the 2020 Notes

April 13, 2024 for the 2024 Notes

Interest Payment Dates
Each January 13, April 13, July 13 and October 13, beginning on July 13, 2017 for the
Floating Rate Notes

Each April 13 and October 13, beginning on October 13, 2017 for the 2020 Notes and
the 2024 Notes

Interest
Floating rate, reset quarterly, equal to three-month LIBOR (as defined in "Description
of the Notes--Principal, Maturity and Interest") plus 0.93% for the Floating Rate Notes

2.650% per year for the 2020 Notes

3.950% per year for the 2024 Notes

Guarantor
The Notes will be guaranteed by our principal United States operating subsidiary, AFSI,
on a senior unsecured basis and, under certain circumstances (as more fully described in
"Description of the Notes--Subsidiary Guarantee"), certain of our other subsidiaries.
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Final Prospectus Supplement
The Existing 2017 Notes and the Existing 2018 Notes mature on August 15, 2017 and
June 1, 2018, respectively, and when, among other things, such notes are discharged, as
anticipated, on or before their respective stated maturity dates, all guarantees of the
Notes (including the AFSI guarantee) will be automatically and unconditionally released
and discharged. See "Description of the Notes--Subsidiary Guarantee" and "--Certain
Covenants--Additional Guarantees."

Ranking
The Notes will be our and the guarantor's senior unsecured obligations. The Notes will
rank equal in right of payment with all of such entities' existing and future senior
indebtedness, including guarantees, and will rank senior in right of payment to all of
such

S-4
Table of Contents
entities' existing and future subordinated indebtedness; however, the Notes will be
effectively subordinated to all of our and the guarantor's secured indebtedness to the
extent of the value of the collateral securing such indebtedness. The Notes will also be
structurally subordinated to the indebtedness and other obligations of our subsidiaries
that do not guarantee the Notes with respect to the assets of such entities. As of
December 31, 2016, on a pro forma basis after giving effect to the issuance of
$2.5 billion of senior notes on January 17, 2017, and assuming the issuance by us of

$3.0 billion in Notes, we and the guarantor would have had $31.6 billion of indebtedness
(of which none would have been secured indebtedness). As of December 31, 2016, our
subsidiaries that will not guarantee the Notes had $52.7 billion of secured debt,
unsecured debt and other liabilities and $78.8 billion of assets, and, after giving effect to
the issuance of the Notes, on a pro forma basis, 84% of our consolidated total assets. As
of December 31, 2016, all of our secured indebtedness was issued by our subsidiaries
other than AFSI.

Certain Covenants
We will issue the Notes under a sixteenth supplemental indenture, a seventeenth
supplemental indenture and an eighteenth supplemental indenture to a base indenture
we have entered into with Wells Fargo Bank, National Association, as trustee. Each of
the supplemental indentures will be dated as of April 13, 2017, and will be between us
and Wells Fargo Bank, National Association, as trustee. We refer to these supplemental
indentures and the base indenture, together with all other supplemental indentures to the
base indenture, as the "indenture." The indenture governing the Notes will contain
covenants limiting our ability to sell all or substantially all of our assets or merge or
consolidate with or into other companies and limiting our and our restricted
subsidiaries' ability to incur certain liens. These covenants are subject to a number of
important limitations and exceptions and in many circumstances may not significantly
restrict our or our restricted subsidiaries' ability to take the actions described above. For
more details, see "Description of the Notes--Certain Covenants."

Optional Redemption
We may not redeem the Floating Rate Notes prior to maturity. At our option, we may
redeem either or both series of the 2020 Notes and the 2024 Notes offered hereby, in
whole or in part, at any time and from time to time before their maturity at the
redemption prices set forth under "Description of the Notes--Optional Redemption."

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $2.98
billion, after deducting the underwriters' discounts and commissions and the estimated
expenses of this offering. The net proceeds from this offering will be added to our
general funds and will be available for general corporate purposes. See "Use of
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Proceeds" and "Risk Factors--Risks Related to the Notes."

Absence of a Public Market for the Notes
The Notes are new issues of securities for which there are no established markets.
Accordingly, there can be no assurance that any

S-5
Table of Contents
markets for the Notes will develop or as to the liquidity of any market that may develop.
The underwriters have advised us that they currently intend to make a market in the

Notes of each series. However, they are not obligated to do so and any market-making
with respect to the Notes may be discontinued without notice. See "Underwriting."

Governing Law
The indenture and the Notes will be governed by the laws of the State of New York.

Risk Factors
Investing in the Notes involves substantial risks. You should carefully consider the risk
factors set forth or referred to under the caption "Risk Factors" in this prospectus
supplement, together with the risks described under the heading "Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as well as
the other reports we file from time to time with the Securities and Exchange
Commission, or SEC, that are incorporated by reference in this prospectus supplement
and the accompanying prospectus.

S-6
Table of Contents
Summary Historical Consolidated Financial and Other Data
The tables below summarize selected financial information for the years ended December 31, 2016, 2015 and 2014, which were derived
from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. This data should
be read in conjunction with, and it is qualified by reference to, the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations," our consolidated financial statements and the notes thereto and the other financial information in each
of our Annual Report on Form 10-K for the year ended December 31, 2016, which are incorporated by reference herein.

Years Ended December 31,

2016

2015

2014

(in millions)

Operating Data:

Revenue

Finance charge income

$ 3,329
$ 3,381
$ 3,475
Leased vehicle income

5,925
2,807
1,090
Other income

304

266

289

Total revenue

9,558
6,454
4,854

Costs and expenses

Operating expenses

1,490
1,293
1,162
Leased vehicle expenses

4,529
2,200

847
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Provision for loan losses

669

624

604
Interest expense

2,108
1,616
1,426

Total costs and expenses

8,796
5,733
4,039

Equity income

151

116

--
Income before income taxes

913

837

815
Income tax provision

159

191

278

Net income

$
754
$
646
$
537

Comprehensive income (loss)

$
620
$
(25)
$
93

At December 31,

2016

2015

2014

(in millions)

Balance Sheet Data:

Cash and cash equivalents

$ 3,201
$ 3,061
$ 2,974
Finance receivables, net

43,190
36,781
33,000
Leased vehicles, net

34,526
20,172
7,060
Goodwill

1,196
1,189
1,244
Equity in net assets of non-consolidated affiliates

944

986

--
Total assets

87,765
65,904
47,608
Secured debt

39,270
30,689
25,173
Unsecured debt

34,606
23,657
12,142
Related party taxes payable

--

--

636
Total liabilities

79,072
57,852
40,216
Shareholder's equity

8,693
8,052
7,392
Tangible net worth

7,497
6,845
6,109

S-7
Table of Contents
At and for the Years Ended

December 31,

2016

2015

2014

(in millions)

Origination Volume:

Retail loan origination volume

$18,054
$17,537
$15,085
Retail lease origination volume

25,377
20,199
6,169

Total retail origination volume

$43,431
$37,736
$21,254

Portfolio Data:

Retail finance receivables

$32,910
$29,124
$25,672
Retail leases

34,526
20,172
7,060
Commercial finance receivables

11,123
8,439
8,072

Total earning assets

$78,559
$57,735
$40,804

Average earning assets

$68,382
$48,116
$36,684
Credit Performance Data:

Net charge-offs as a percentage of average retail finance receivables

2.0%

1.9%

1.8%
Delinquencies greater than 60 days as a percentage of retail finance receivables

1.7%

1.6%

1.7%

At December 31,

2016

2015

2014

(in millions, except ratios)

Other Data:

Ratio of total debt to total equity

8.5x

6.7x

5.0x
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Final Prospectus Supplement
Ratio of ending net earning assets to adjusted equity(1)

10.4x

8.3x

6.5x
Available liquidity(2)

$14,152
$14,662
$ 9,340

(1)
Under our Support Agreement with GM, 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.
(2)
Available liquidity includes unrestricted cash and cash equivalents, secured borrowing capacity on unpledged eligible assets, and
unsecured borrowing capacity.

S-8
Table of Contents
RISK FACTORS
Any investment in the Notes involves a high degree of risk. You should carefully consider the risks described below and all of the
information contained or incorporated by reference into this prospectus supplement and the accompanying prospectus before deciding whether to
purchase the Notes, including the risks under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, as well as the other reports we file from time to time with the SEC that are incorporated by reference herein. The risks and
uncertainties described below and in the incorporated documents are not the only risks and uncertainties that we face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually
occurs, our business, financial condition and results of operations could be materially adversely affected. The risks discussed below also include
forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See "Special
Note Regarding Forward-Looking Statements" in this prospectus supplement.
Risks Related to the Notes
Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the Notes.
We currently have a substantial amount of outstanding indebtedness. In addition, we have guaranteed a substantial amount of indebtedness
incurred by our International Segment and our principal Canadian operating subsidiary. As of December 31, 2016, we have guaranteed
approximately $5.0 billion in such indebtedness. Additionally, we have entered into intercompany loan agreements with several of our subsidiaries
in Europe and Latin America, providing these companies with access to our liquidity to support originations and other activities. Our ability to
make payments of principal or interest on, or to refinance, our indebtedness will depend on our future operating performance, and our ability to
enter into additional credit facilities and securitization transactions as well as other debt financings, which, to a certain extent, are subject to
economic, financial, competitive, regulatory, capital markets and other factors beyond our control.
If we are unable to generate sufficient cash flows in the future to service our debt, we may be required to refinance all or a portion of our
existing debt or to obtain additional financing. There can be no assurance that any refinancings will be possible or that any additional financing
could be obtained on acceptable terms. The inability to service or refinance our existing debt or to obtain additional financing would have a
material adverse effect on our financial position, liquidity, and results of operations.
The degree to which we are leveraged creates risks, including:

· we may be unable to satisfy our obligations under our outstanding indebtedness;

· we may find it more difficult to fund future credit enhancement requirements, operating costs, tax payments, capital expenditures, or

general corporate expenditures;

· we may have to dedicate a substantial portion of our cash resources to payments on our outstanding indebtedness, thereby reducing the

funds available for operations and future business opportunities; and

· we may be vulnerable to adverse general economic, capital markets and industry conditions.
Our credit facilities typically require us to comply with certain financial ratios and covenants, including minimum asset quality maintenance
requirements. These restrictions may interfere with our ability to obtain financing or to engage in other necessary or desirable business activities.
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Final Prospectus Supplement
If we cannot comply with the requirements in our credit facilities, then the lenders may increase our borrowing costs, remove us as servicer
or declare the outstanding debt immediately due and payable. If our debt payments were accelerated, any assets pledged to secure these facilities
might not be sufficient to fully repay the

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debt. These lenders may foreclose upon their collateral, including the restricted cash in these credit facilities. These events may also result in a
default under our senior note indentures. We may not be able to obtain a waiver of these provisions or refinance our debt, if needed. In such case,
our financial condition, liquidity, and results of operations would materially suffer.
Because of our holding company structure and the security interests our subsidiaries have granted in their assets, the repayment of the
Notes will be effectively subordinated to a substantial portion of our other debt.
The Notes will be our unsecured obligations. The Notes will be effectively junior in right of payment to all of our secured indebtedness.
Holders of any secured indebtedness of ours, our subsidiaries and our securitization trusts will have claims that are prior to the claims of the
holders of any unsecured debt securities issued by us, including the Notes offered hereby, with respect to the assets securing our other
indebtedness. Notably, substantially all of our receivables have been pledged to secure the repayment of debt issued under our credit or other
secured funding facilities or, in securitization transactions. Any debt securities issued by us, including the Notes, will effectively rank junior to that
secured indebtedness. As of December 31, 2016, the aggregate amount of our subsidiaries' indebtedness was approximately $48.0 billion, of which
$39.4 billion was secured debt. As of December 31, 2016, all of our secured indebtedness was issued by our subsidiaries other than AFSI.
If we default under our obligations under any of our secured debt, our secured lenders could proceed against the collateral granted to them to
secure that indebtedness. If any secured indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay
in full that indebtedness and our other indebtedness, including the Notes. In addition, upon any distribution of assets pursuant to any liquidation,
insolvency, dissolution, reorganization or similar proceeding, the holders of secured indebtedness will be entitled to receive payment in full from
the proceeds of the collateral securing our secured indebtedness before the holders of our unsecured indebtedness, including the Notes, will be
entitled to receive any payment with respect thereto. As a result, the holders of the Notes may recover proportionally less than holders of secured
indebtedness.
To service our debt, we will require a significant amount of cash. Our ability to generate cash depends on many factors.
Our ability to make payments on or to refinance our indebtedness and to fund our operations depends on our ability to generate cash and our
access to the capital markets in the future. These, to a certain extent, are subject to general economic, financial, competitive, legislative, regulatory,
capital market conditions and other factors that are beyond our control.
We expect to continue to require substantial amounts of cash. Our primary cash requirements include the funding of:

· loan and lease purchases;

· advances to commercial lending customers;

· credit enhancement requirements in connection with securitization and credit facilities;

· interest and principal payments under our indebtedness;

· ongoing operating expenses;

· capital expenditures; and

· future acquisitions, if any.
Our primary sources of future liquidity are expected to be:

· payments on loans, leases and commercial lending receivables not securitized;

· distributions received from securitization trusts;

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Document Outline

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