Obbligazione General Motors Inc. 3.2% ( US37045XBM74 ) in USD

Emittente General Motors Inc.
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US37045XBM74 ( in USD )
Tasso d'interesse 3.2% per anno ( pagato 2 volte l'anno)
Scadenza 06/07/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione General Motors Co US37045XBM74 in USD 3.2%, scaduta


Importo minimo 2 000 USD
Importo totale 2 000 000 000 USD
Cusip 37045XBM7
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Descrizione dettagliata General Motors Co. è una multinazionale statunitense produttrice di autoveicoli, con marchi come Chevrolet, Cadillac, Buick e GMC.

The Obbligazione issued by General Motors Inc. ( United States ) , in USD, with the ISIN code US37045XBM74, pays a coupon of 3.2% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 06/07/2021

The Obbligazione issued by General Motors Inc. ( United States ) , in USD, with the ISIN code US37045XBM74, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by General Motors Inc. ( United States ) , in USD, with the ISIN code US37045XBM74, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2
424B2 1 d218570d424b2.htm 424B2
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 bBe Registered

Offering Price
Registration Fee(1)
3.200% Senior Notes due 2021

$2,000,000,000
$201,400
Guarantees of debt securities(2)

--

--
Total

$2,000,000,000
$201,400


(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)
$2,000,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.
$2,000,000,000 3.200% Senior Notes due 2021


General Motors Financial Company, Inc. ("GM Financial") is offering $2,000,000,000 aggregate principal amount of its 3.200% Senior
Notes due 2021 (the "Notes"). Interest will accrue on the Notes from July 5, 2016, and GM Financial will pay interest on the Notes semi-annually
on January 6 and July 6 of each year, beginning on January 6, 2017. The Notes will mature on July 6, 2021. At our option, we may redeem the
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"), on a senior
unsecured basis and, under certain circumstances, will be guaranteed by certain of our other subsidiaries. All guarantees of the Notes (including the
AFSI guarantee) will be automatically and unconditionally released and discharged when, among other things, the guarantors no longer guarantee
the obligations under our currently outstanding 4.75% Senior Notes due 2017 (the "Existing 2017 Notes") and 6.75% Senior Notes due 2018 (the
"Existing 2018 Notes") and are not guarantors or issuers of certain other indebtedness. 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-8 of this prospectus
supplement.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
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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 Note

Total

Public offering price(1)

99.817%
$1,996,340,000
Underwriting discounts and commissions

0.350%
$
7,000,000
Proceeds, before expenses, to us

99.467%
$1,989,340,000

(1)
Plus accrued interest, if any, from July 5, 2016.
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 Euoroclear Bank S.A./N.V., as operator of the Euroclear System, on
or about July 5, 2016.


Joint Book-Running Managers

Barclays
Citigroup
COMMERZBANK
Morgan Stanley
TD Securities
Co-Managers

BNY Mellon Capital
CIBC Capital
Itaú BBA
Guzman & Company
The Williams
Markets, LLC

Markets



Capital Group, L.P.
The date of this prospectus supplement is June 29, 2016.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement



Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-2
RISK FACTORS
S-8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-14
USE OF PROCEEDS
S-15
CAPITALIZATION
S-16
RATIO OF EARNINGS TO FIXED CHARGES
S-17
DESCRIPTION OF THE NOTES
S-18
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-35
CERTAIN ERISA CONSIDERATIONS
S-40
UNDERWRITING
S-42
LEGAL MATTERS
S-47
EXPERTS
S-47
WHERE YOU CAN FIND MORE INFORMATION
S-47
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-47
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
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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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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; the "North America Segment" refers to our auto finance and financial services operations conducted in the United States and
Canada; "Europe" refers to Germany, the United Kingdom, Austria, France, Italy, Switzerland, Sweden, Belgium, the Netherlands, Spain,
Greece and Portugal; and "Latin America" refers to Mexico, Chile, Colombia, Brazil and Peru.
Overview
GM Financial, the wholly-owned captive finance subsidiary of GM, is a global provider of automobile financing solutions. As of March
31, 2016, our portfolio consisted of $64.0 billion of auto loans and leases and commercial dealer loans, comprised of $47.6 billion in North
America and $16.4 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.


S-2
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
$2,000,000,000 aggregate principal amount of 3.200% Senior Notes due 2021

Maturity Date
July 6, 2021

Interest Payment Dates
Each January 6 and July 6, beginning on January 6, 2017

Interest
3.200% per year

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 obligations of all guarantors of the Notes to guarantee the Notes will be
automatically and unconditionally released and discharged when, among other things,
the guarantors no longer guarantee the obligations under the Existing 2017 Notes and the
Existing 2018 Notes and are not guarantors or issuers of certain other indebtedness. See
"Description of the Notes--Subsidiary Guarantee" and "--Certain Covenants--
Additional Guarantees."

Ranking
The Notes will be our and the guarantor's unsecured senior obligations. The Notes will
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424B2
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, 2016, on a pro forma basis after giving effect to the issuance of $3.0 billion of senior
notes on May 9, 2016, assuming the issuance by us of $2.0 billion in Notes, we and the
guarantor would have had $24.8 billion of indebtedness (of which none would have been
secured indebtedness). As of March 31, 2016, on a pro forma basis after giving effect to
the issuance of $557 million of Euro Medium Term Notes issued pursuant to our Euro
Medium Term Note Programme on May 18, 2016, our subsidiaries that will not
guarantee the Notes had $44.8 billion of secured debt, unsecured debt and other
liabilities and $63.7 billion of assets, and, after giving effect to the issuance of the Notes,
on a pro forma basis,


S-3
Table of Contents
81% of our consolidated total assets. As of March 31, 2016, all of our secured

indebtedness was issued by our subsidiaries other than AFSI.

Certain Covenants
We will issue the Notes under a ninth supplemental indenture to a base indenture we
have entered into with Wells Fargo Bank, National Association, as trustee. The
supplemental indenture will be dated as of July 5, 2016, and will be between us and
Wells Fargo Bank, National Association, as trustee. We refer to this supplemental
indenture 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
At our option, we may redeem the 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 $1.99
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 Notes are new issues of securities for which there are no established markets.
Accordingly, there can be no assurance that any 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."

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


S-4
Table of Contents
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, 2015 and in our
Quarterly Report on Form 10-Q for the quarter ended March 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-5
Table of Contents
Summary Historical Consolidated Financial and Other Data
The tables below summarize selected financial information for the years ended December 31, 2015, 2014 and 2013, which were derived
from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. The following
tables also present summary financial data for the three months ended March 31, 2016 and 2015, 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, 2016. In
our opinion, this interim data reflects all adjustments, consisting only of normal recurring adjustments, necessary to fairly present the data for
such interim periods. Operating results for 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, 2015 and our Quarterly Report on Form 10-Q for
the three months ended March 31, 2016, which are incorporated by reference herein.

Three Months Ended


Years Ended December 31,

March 31,



2015
2014
2013
2016

2015



(in millions)

Operating Data:





Revenue





Finance charge income

$3,381
$3,475
$2,563
$
818
$
854
Other revenue

3,073
1,379

781
1,257

500




















Total revenue

6,454
4,854
3,344
2,075
1,354




















Costs and expenses





Operating expenses

1,293
1,162

770

334

306
Leased vehicle expenses

2,200

847

453

893

327
Provision for loan losses


624

604

475

196

155
Interest expense

1,616
1,426

721

463

380
Acquisition and integration expenses


--

--

42

--

--




















Total costs and expenses

5,733
4,039
2,461
1,886
1,168




















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Equity income


116

--

--

36

28




















Income before income taxes


837

815

883

225

214
Income tax provision


191

278

317

61

64




















Net income

$ 646
$ 537
$ 566
$
164
$
150




















Comprehensive (loss) income

$
(25)
$
93
$ 580
$
316
$
(196)






















S-6
Table of Contents


At December 31,

At March 31,



2015

2014

2013

2016

2015



(in millions)

Balance Sheet Data:





Cash and cash equivalents

$ 3,061
$ 2,974
$ 1,074
$ 2,898
$ 2,121
Finance receivables, net

36,781
33,000
29,282
38,658
32,470
Leased vehicles, net

20,172
7,060
3,383
24,538
8,939
Goodwill

1,189
1,244
1,240
1,195
1,243
Equity in net assets of non-consolidated affiliates


986

--

--

989

929
Total assets

65,904
47,608
37,916
72,764
49,214
Secured debt

30,689
25,173
22,039
32,733
24,652
Unsecured debt

23,657
12,142
6,933
27,638
14,341
Related party taxes payable


--

636

643

--

636
Total liabilities

57,852
40,216
31,631
64,389
42,011
Shareholder's equity

8,052
7,392
6,285
8,375
7,203
Tangible net worth

6,845
6,109
4,981
7,165
5,931

At and for the
At and for the Years Ended
Three Months Ended


December 31,


March 31,



2015


2014


2013


2016


2015



(in millions)

Origination Volume:



Retail loan origination volume

$17,537
$15,085
$ 9,597
$ 4,143
$ 4,078
Retail lease origination volume

20,199
6,169
2,830
6,752
3,024




















Total retail origination volume

$37,736
$21,254
$12,427
$10,895
$ 7,102




















Portfolio Data:





Retail finance receivables

$29,124
$25,672
$23,250
$30,272
$25,632
Retail leases

20,172
7,060
3,383
24,538
8,939
Commercial finance receivables

8,439
8,072
6,700
9,229
7,607




















Total earning assets

$57,735
$40,804
$33,333
$64,039
$42,178




















Average earning assets

$48,116
$36,684
$24,557
$60,491
$41,205
Credit Performance Data:





Net annualized credit losses as a percentage of average retail
finance receivables


1.9%

1.9%

1.9%

1.9%

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


1.6%

1.7%

1.7%

1.4%

1.4%



At December 31,

At March 31,



2015

2014
2013
2016

2015



(in millions, except ratios)

Other Data:





Ratio of total debt to total equity


6.7x
5.0x
4.6x

7.2x

5.4x
Ratio of ending net earning assets to adjusted equity(1)


8.3x
6.5x
6.5x

8.8x

6.9x
(2)
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Available liquidity

$14,662
$9,340
$3,939
$12,718
$10,934

(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-7
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, 2015 and in our Quarterly Report on Form 10-Q for the quarter ended March 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 March 31, 2016, we have guaranteed approximately
$4.2 billion in such indebtedness. We also guarantee $557 million of Euro Medium Term Notes issued on May 18, 2016 pursuant to our Euro
Medium Term Note Programme. 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. As of March 31, 2016, we have
entered into $4.2 billion in such intercompany loan agreements. 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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S-8
Table of Contents
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 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 substantially all 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 debt securities issued by us 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, 2016, the aggregate
amount of our subsidiaries' indebtedness was approximately $40.6 billion, of which $32.8 billion was secured debt. As of March 31, 2016, all of
our secured indebtedness was issued by our subsidiaries other than AFSI.
If we defaulted 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 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.

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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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·
servicing fees;


·
borrowings under our credit facilities or proceeds from secured debt facilities;


·
further issuances of other debt securities, both secured and unsecured; and


·
retail deposits.
Because we expect to continue to require substantial amounts of cash for the foreseeable future, we anticipate that we will need additional
credit facilities and require the execution of additional securitization transactions and additional debt financings including unsecured note offerings.
The type, timing and terms of financing selected by us will be dependent upon our cash needs, the availability of other financing sources and the
prevailing conditions in the capital markets. There can be no assurance that funding will be available to us through these sources or, if available,
that the funding will be on acceptable terms. If we are unable to execute securitization transactions and unsecured debt issuances on a regular basis,
we would not have sufficient funds to finance new originations and, in such event, we would be required to revise the scale of our business, which
would have a material adverse effect on our ability to achieve our business and financial objectives.
Although the Notes are referred to as "senior notes," the Notes are effectively subordinated to the rights of our existing and future secured
creditors and any liabilities of our non-guarantor subsidiaries.
Holders of our present and future secured indebtedness and the secured indebtedness of our subsidiaries will have claims that are senior to
your claims as holders of the Notes, to the extent of the value of the collateral securing such other indebtedness. The Notes will be effectively
subordinated to existing secured financings and any other secured indebtedness incurred by us and the guarantor. In the event of any distribution or
payment of our assets or the guarantor's assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy
proceeding, holders of secured indebtedness will have a prior claim to those assets that constitute their collateral. Holders of the Notes will
participate ratably with all holders of our and the guarantor's existing and future unsecured indebtedness, including guarantees, that is deemed to
be of the same class as the Notes, and potentially with all of our and the guarantor's other general creditors, based upon the respective amounts
owed to each holder or creditor, in our and the guarantor's remaining assets. As of March 31, 2016, on a pro forma basis after giving effect to the
issuance of $3.0 billion of senior notes on May 9, 2016 and assuming the issuance by us of $2.0 billion in Notes, we and the guarantor would have
had $24.8 billion of indebtedness (of which none would have been secured indebtedness). As of March 31, 2016, all of our secured indebtedness
was issued by our subsidiaries other than AFSI. In addition, as of March 31, 2016, we have guaranteed approximately $4.2 billion of indebtedness
incurred by our International Segment and our principal Canadian operating subsidiary. We have also guaranteed $557 million of Euro Medium
Term Notes issued on May 18, 2016 pursuant to our Euro Medium Term Note Programme. As of March 31, 2016, the guarantor has also
guaranteed on a senior unsecured basis our outstanding Existing 2017 Notes, Existing 2018 Notes, our other senior notes outstanding as of March
31, 2016, $0.7 billion of senior notes issued by our principal Canadian operating subsidiary and $1.3 billion of Euro Medium Term Notes issued
pursuant to our Euro Medium Term Note Programme. The guarantor has also guaranteed $3.0 billion of senior notes issued on May 9, 2016 and
$557 million in Euro Medium Term Notes issued on May 18, 2016.
The Notes will also be structurally subordinated in right of payment to all indebtedness and other liabilities and commitments of our non-
guarantor subsidiaries. Our non-guarantor subsidiaries include our special purpose finance vehicles which hold substantially all of our loan and
lease assets. As of March 31, 2016, our non-guarantor subsidiaries had $44.2 billion of secured debt, unsecured debt and other liabilities.

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We are a holding company. Our only internal source of cash is from distributions from our subsidiaries.
We, the issuer of the Notes, are a holding company with no operations of our own and conduct all of our business through our subsidiaries.
Our only significant asset is the outstanding capital stock of our subsidiaries. We are wholly dependent on the cash flow of our subsidiaries and
dividends and distributions to us from our subsidiaries in order to service our current indebtedness, including payment of principal, premium, if
any, and interest on any of our indebtedness, and any of our future obligations. Our subsidiaries and special purpose finance vehicles are separate
and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due pursuant to any of our indebtedness or to
make any funds available therefor, except for those subsidiaries that have guaranteed our obligations under any outstanding senior or unsecured
indebtedness and that will guarantee our obligations under the Notes. The ability of our subsidiaries to pay any dividends and distributions will be
subject to, among other things, the terms of any debt instruments of those subsidiaries then in effect and applicable law. There can be no assurance
that our subsidiaries will generate cash flow sufficient to pay dividends or distributions to us to enable us to pay interest or principal on our
existing indebtedness or the Notes.
Our rights to participate in the distribution of assets of any of our subsidiaries upon that subsidiary's liquidation or reorganization will be
subject to the prior claims of that subsidiary's creditors, except to the extent that we are recognized as a creditor of that subsidiary, in which case
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