Bond GM Financial 4.35% ( US37045XBT28 ) in USD

GM Financial

100.164 % ▲

United States

US37045XBT28 ( in USD )

4.35% per year ( payment 2 times a year)

16/01/2027

Prospectus brochure of the bond General Motors Financial US37045XBT28 en USD 4.35%, maturity 16/01/2027

37045XBT2

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

17/01/2026 ( In 147 days )

General Motors Financial Company (GM Financial) is a wholly-owned subsidiary of General Motors that provides financing and insurance products for GM vehicles.

Identified by ISIN US37045XBT28 and CUSIP 37045XBT2, this USD-denominated, US-issued bond from General Motors Financial, the dedicated global financing arm of General Motors providing wholesale and retail financing solutions to GM dealers and customers, is currently trading at 100.164% of its par value, offering a 4.35% annual interest rate paid semi-annually, and is set to mature on January 16, 2027, with its credit quality affirmed by Standard & Poor's with a BBB rating and Moody's with a Baa2 rating.

Final Prospectus Supplement
424B2 1 d411726d424b2.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 2022

$500,000,000

$57,950
3.150% Senior Notes due 2022

$1,250,000,000
$144,875
4.350% Senior Notes due 2027

$500,000,000

$57,950
Guarantees of debt securities(2)

--

--
Total

$2,250,000,000
$260,775

(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)
$2,250,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.

$500,000,000
Floating Rate Notes due 2022
$1,250,000,000
3.150% Senior Notes due 2022
$500,000,000
4.350% Senior Notes due 2027

General Motors Financial Company, Inc. ("GM Financial") is offering $500,000,000 aggregate principal amount of its Floating Rate Notes due 2022 (the "Floating
Rate Notes"), $1,250,000,000 aggregate principal amount of its 3.150% Senior Notes due 2022 (the "2022 Notes") and $500,000,000 aggregate principal amount of
its 4.350% Senior Notes due 2027 (the "2027 Notes" and, together with the Floating Rate Notes and the 2022 Notes, the "Notes"). The Floating Rate Notes will bear
interest at a rate, reset quarterly, equal to three-month LIBOR plus 1.310%. Interest will accrue on the Floating Rate Notes from June 30, 2017, and GM Financial will pay
interest on the Floating Rate Notes quarterly on March 30, June 30, September 30 and December 30 of each year, beginning on September 30, 2017. The Floating Rate
Notes will mature on June 30, 2022. Interest will accrue on the 2022 Notes from June 30, 2017, and GM Financial will pay interest on the 2022 Notes semi-annually
on June 30 and December 30 of each year, beginning on December 30, 2017. The 2022 Notes will mature on June 30, 2022. Interest will accrue on the 2027 Notes from
January 17, 2017. GM Financial will pay interest on the 2027 Notes semiannually on January 17 and July 17 of each year, beginning on July 17, 2017. The interest
payment to be made with respect to the 2027 Notes on July 17, 2017 will include accrued interest from and including January 17, 2017 equal to $9,847,916.67. The 2027
Notes will mature on January 17, 2027. We may not redeem the Floating Rate Notes prior to maturity. At our option, we may redeem either or both series of the 2022
Notes and the 2027 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 2027 Notes offered hereby constitute a further issuance of the 4.350% Senior Notes due 2027, of which $750,000,000 aggregate principal amount was issued on
January 17, 2017 (the "Existing 2027 Notes"). The 2027 Notes will form a single series with, and have the same terms, other than the initial offering price and the issue
date, as the Existing 2027 Notes. Upon settlement, the 2027 Notes will have the same CUSIP number and will trade interchangeably with the Existing 2027 Notes.
Immediately after giving effect to the issuance of the 2027 Notes offered hereby, GM Financial will have $1,250,000,000 aggregate principal amount of 4.350% Senior
Notes due 2027 outstanding.
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Final Prospectus Supplement
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."
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 2022
Per 2027

Rate Note

Total

Note

Total

Note

Total

Public offering price(1)(2)

100.000%
$500,000,000 99.830%
$1,247,875,000 101.509%
$507,545,000
Underwriting discounts and commissions

0.350%
$
1,750,000 0.350%
$
4,375,000
0.450%
$
2,250,000
Proceeds, before expenses, to us(2)

99.650%
$498,250,000 99.480%
$1,243,500,000 101.059%
$505,295,000

(1) Plus accrued interest, if any, from the date of original issuance in the case of the Floating Rate Notes and 2022 Notes.
(2) Plus interest deemed to have accrued from January 17, 2017 to, but excluding, the settlement date in the case of the 2027 Notes, totaling $9,847,916.67. Such accrued
interest must be paid by the purchasers of the 2027 Notes.
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 June 30, 2017.

Joint Book-Running Managers

Barclays BNP PARIBAS Citigroup
Credit Agricole CIB
Lloyds Securities SMBC Nikko
Co-Managers

BNY Mellon
Itaú BBA
MUFG
Great Pacific
Siebert Cisneros
Capital Markets, LLC

Securities

Shank & Co., L.L.C.
The date of this prospectus supplement is June 27, 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-
39
CERTAIN ERISA CONSIDERATIONS
S-
45
UNDERWRITING
S-
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Final Prospectus Supplement
47
LEGAL MATTERS
S-
52
EXPERTS
S-
52
WHERE YOU CAN FIND MORE INFORMATION
S-
52
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-
52
Prospectus

ABOUT THIS PROSPECTUS

i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
ii
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
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Final Prospectus Supplement
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
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
March 31, 2017, our portfolio consisted of $85.1 billion of auto loans and leases and commercial dealer loans, comprised of $68.4 billion in
North America and $16.7 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
As previously announced, on March 5, 2017, General Motors Holdings LLC (the "Seller"), a wholly owned subsidiary of GM, 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 GM'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 our European Operations will be 0.8 times their book value at closing, which we estimate will be
approximately $1 billion, denominated in Euros. The purchase price is subject to certain adjustments as provided in the Agreement. We
expect 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 us or an alternate entity designated by the Seller, unless

S-2
Table of Contents
either party elects to close without completion of the transfer, and the continued accuracy, subject to certain exceptions, at closing of certain of
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Final Prospectus Supplement
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 our 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 our European Operations
will not occur unless the transfer of the Opel/Vauxhall Business occurs.
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 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, retail operating leases will make up a greater 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 may
make a special dividend over time 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
$500,000,000 aggregate principal amount of Floating Rate Notes due 2022

$1,250,000,000 aggregate principal amount of 3.150% Senior Notes due 2022

$500,000,000 aggregate principal amount of 4.350% Senior Notes due 2027

Maturity Date
June 30, 2022 for the Floating Rate Notes

June 30, 2022 for the 2022 Notes

January 17, 2027 for the 2027 Notes

Interest Payment Dates
Each March 30, June 30, September 30 and December 30, beginning on September 30,
2017 for the Floating Rate Notes

Each June 30 and December 30, beginning on December 30, 2017 for the 2022 Notes

Each January 17 and July 17, beginning on July 17, 2017 for the 2027 Notes

Interest
Floating rate, reset quarterly, equal to three-month LIBOR (as defined in "Description
of the Notes--Principal, Maturity and Interest") plus 1.310% for the Floating Rate
Notes

3.150% per year for the 2022 Notes

4.350% per year for the 2027 Notes. The interest payment to be made with respect to
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the 2027 Notes on July 17, 2017 will include accrued interest from and including
January 17, 2017 equal to $9,847,916.67.

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. 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."

S-4
Table of Contents
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 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
March 31, 2017, on a pro forma basis after giving effect to the issuance of $3.0 billion
of senior notes on April 13, 2017 (the "April Offering"), the issuance of $750 million of
senior notes on May 9, 2017 (the "May Offering"), the issuance of $1.1 billion of Euro
Medium Term Notes issued pursuant to our Euro Medium Term Note Programme on
May 10, 2017 (the "EMTN Offering") and the issuance of $297 million of senior notes
issued by our principal Canadian operating subsidiary on May 26, 2017 (the "Canadian
Subsidiary Offering"), and assuming the issuance by us of $2.25 billion in Notes, we
and the guarantor would have had $35.7 billion of indebtedness (of which none would
have been secured indebtedness). As of March 31, 2017, our subsidiaries that will not
guarantee the Notes had $56.8 billion of secured debt, unsecured debt and other
liabilities and $83.2 billion of assets, and, after giving effect to the April Offering, the
May Offering, the EMTN Offering, the Canadian Subsidiary Offering and the issuance
of the Notes, on a pro forma basis, 82% of our consolidated total assets. As of
March 31, 2017, all of our secured indebtedness was issued by our subsidiaries other
than AFSI.

Certain Covenants
We will issue the Floating Rate Notes and the 2022 Notes as a separate series of debt
securities and will issue the 2027 Notes as additional notes of the same series as the
Existing 2027 Notes. We will issue the Notes under a twentieth supplemental indenture,
a twenty-first supplemental indenture and a twenty-second 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 June 30, 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
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Final Prospectus Supplement
restrict our or our restricted subsidiaries' ability to take the actions described above. For
more details, see "Description of the Notes--Certain Covenants."

S-5
Table of Contents
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 2022 Notes and the 2027 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 $2.25
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
Proceeds" and "Risk Factors--Risks Related to the Notes."

Absence of a Public Market for the Notes
The Floating Rate Notes and 2022 Notes are new issues of securities for which there are
no established markets. Accordingly, there can be no assurance that any markets for the
Floating Rate Notes and 2022 Notes will develop or as to the liquidity of any market
that may develop. We have been advised by certain of the underwriters that they
currently make a market in the Existing 2027 Notes, and the underwriters 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 and in our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, 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. The following
tables also present summary financial data for the three months ended March 31, 2017 and 2016, which were derived from our unaudited
condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2017. In
our opinion, this interim data reflects all adjustments, consisting only of normal recurring adjustments, necessary to fairly present the data for
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Final Prospectus Supplement
such interim periods. Operating results from interim periods are not necessarily indicative of the results that may be expected for a full year.
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 and our Quarterly Report on Form 10-Q for
the three months ended March 31, 2017, which are incorporated by reference herein.

Three Months Ended

Years Ended December 31,

March 31,

2016

2015

2014

2017

2016

(in millions)

Operating Data:

Revenue

Finance charge income

$ 3,329
$ 3,381
$ 3,475 $
862
$
818
Leased vehicle income

5,925

2,807

1,090 1,942

1,184
Other income

304

266

289
75

73

Total revenue

9,558

6,454

4,854 2,879

2,075

Costs and expenses

Operating expenses

1,490

1,293

1,162
392

334
Leased vehicle expenses

4,529

2,200

847 1,438

893
Provision for loan losses

669

624

604
217

196
Interest expense

2,108

1,616

1,426
619

463

Total costs and expenses

8,796

5,733

4,039 2,666

1,886
Equity income

151

116

--
47

36

Income before income taxes

913

837

815
260

225
Income tax provision

159

191

278
58

61

Net income

$
754
$
646
$
537 $
202
$
164

Comprehensive income (loss)

$
620
$
(25)
$
93 $
292
$
316

S-7
Table of Contents

At December 31,

At March 31,

2016

2015

2014

2017

2016

(in millions)

Balance Sheet Data:

Cash and cash equivalents

$ 3,201
$ 3,061
$ 2,974 $ 2,694
$ 2,898
Finance receivables, net

43,190
36,781
33,000 46,910
38,658
Leased vehicles, net

34,526
20,172
7,060 37,302
24,538
Goodwill

1,196
1,189
1,244 1,200
1,195
Equity in net assets of non-consolidated affiliates

944

986

--

998

989
Total assets

87,765
65,904
47,608 94,540
72,764
Secured debt

39,270
30,689
25,173 42,579
32,733
Unsecured debt

34,606
23,657
12,142 37,370
27,638
Related party taxes payable

--

--

636
--

--
Total liabilities

79,072
57,852
40,216 85,548
64,389
Shareholder's equity

8,693
8,052
7,392 8,992
8,375
Tangible net worth

7,497
6,845
6,109 7,792
7,165
At and for the
At and for the Years Ended
Three Months Ended

December 31,

March 31,

2016

2015

2014

2017

2016

(in millions)

Origination Volume:

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Final Prospectus Supplement
Retail loan origination volume

$18,054
$17,537
$15,085 $ 6,514
$ 4,143
Retail lease origination volume

25,377
20,199
6,169 6,313
6,752

Total retail origination volume

$43,431
$37,736
$21,254 $12,827
$10,895

Portfolio Data:

Retail finance receivables

$32,910
$29,124
$25,672 $36,004
$30,272
Retail leases

34,526
20,172
7,060 37,302
24,538
Commercial finance receivables

11,123
8,439
8,072 11,812
9,229

Total earning assets

$78,559
$57,735
$40,804 $85,118
$64,039

Average earning assets

$68,382
$48,116
$36,684 $81,210
$60,491
Credit Performance Data:

Net charge-offs as an annualized percentage of average retail
finance receivables

2.0%

1.9%

1.8%
1.9%

1.9%
Delinquencies greater than 60 days as a percentage of retail
finance receivables

1.7%

1.6%

1.7%
1.2%

1.4%

At December 31,

At March 31,

2016

2015

2014

2017

2016

(in millions, except ratios)

Other Data:

Ratio of total debt to total equity

8.5x

6.7x

5.0x
8.9x

7.2x
Ratio of ending net earning assets to adjusted equity(1)

10.4x

8.3x

6.5x 10.9x

8.8x
Available liquidity(2)

$14,152
$14,662
$ 9,340 $12,383
$12,718

(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.

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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 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2017, 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 March 31, 2017, we have guaranteed approximately
$5.3 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
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Final Prospectus Supplement
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.
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

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Table of Contents
payments were accelerated, any assets pledged to secure these facilities might not be sufficient to fully repay the 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 March 31, 2017, the aggregate amount of our subsidiaries' indebtedness was approximately $51.6 billion, of which
$42.8 billion was secured debt. As of March 31, 2017, 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.
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Document Outline

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