Obbligazione GM Financial 3.55% ( US37045XCJ37 ) in USD

GM Financial

100 USD ▼

Stati Uniti

US37045XCJ37 ( in USD )

3.55% per anno ( pagato 2 volte l'anno)

09/04/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione General Motors Financial US37045XCJ37 in USD 3.55%, scaduta

2 000 USD

1 000 000 000 USD

37045XCJ3

N/A

General Motors Financial Company (GM Financial) è una società finanziaria di proprietà di General Motors che offre finanziamenti e servizi finanziari correlati all'acquisto e alla locazione di veicoli General Motors.

The Obbligazione issued by GM Financial ( United States ) , in USD, with the ISIN code US37045XCJ37, pays a coupon of 3.55% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 09/04/2021

Prospectus Supplement
424B2 1 d563343d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-219323
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 2021

$500,000,000

$62,250
3.550% Senior Notes due 2021

$1,000,000,000

$124,500
4.350% Senior Notes due 2025

$1,000,000,000

$124,500
Guarantees of debt securities(2)

--

--
Total

$2,500,000,000

$311,250

(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 July 17, 2017)
$2,500,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.
$500,000,000 Floating Rate Notes due 2021
$1,000,000,000 3.550% Senior Notes due 2021
$1,000,000,000 4.350% Senior Notes due 2025

General Motors Financial Company, Inc. ("GM Financial") is offering $500,000,000 aggregate principal amount of its Floating Rate Notes due 2021 (the "Floating Rate
Notes"), $1,000,000,000 aggregate principal amount of its 3.550% Senior Notes due 2021 (the "2021 Notes"), and $1,000,000,000 aggregate principal amount of its 4.350% Senior
Notes due 2025 (the "2025 Notes" and, together with the Floating Rate Notes and the 2021 Notes, the "Notes"). The Floating Rate Notes will bear interest at a rate, reset quarterly,
equal to three-month LIBOR plus 0.85%. Interest will accrue on the Floating Rate Notes from April 10, 2018, and GM Financial will pay interest on the Floating Rate Notes
quarterly on January 9, April 9, July 9 and October 9 of each year, beginning on July 9, 2018. The Floating Rate Notes will mature on April 9, 2021. Interest will accrue on the
2021 Notes and the 2025 Notes from April 10, 2018, and GM Financial will pay interest on the 2021 Notes and the 2025 Notes semi-annually on April 9 and October 9 of each
year, beginning on October 9, 2018. The 2021 Notes will mature on April 9, 2021 and the 2025 Notes will mature on April 9, 2025. We may not redeem the Floating Rate Notes
prior to maturity. At our option, we may redeem either or both series of the 2021 Notes and the 2025 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 6.75% Senior Notes due 2018 (the "Existing 2018 Notes")
mature on June 1, 2018, and when, among other things, such notes are discharged, as anticipated, on or before the stated maturity date, 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.

https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement
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 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 2021
Per 2025

Rate Note
Total

Note
Total

Note
Total

Public offering price(1)

100.000%
$500,000,000 99.961%
$999,610,000 99.946%
$999,460,000
Underwriting discounts and commissions

0.250%
$
1,250,000
0.250%
$
2,500,000
0.400%
$
4,000,000
Proceeds, before expenses, to us

99.750%
$498,750,000 99.711%
$997,110,000 99.546%
$995,460,000
(1) Plus accrued interest, if any, from the date of original issuance.
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 10, 2018.

Joint Book-Running Managers

BofA Merrill Lynch

Credit Agricole CIB
Goldman Sachs & Co. LLC
J.P. Morgan
RBC Capital Markets
SOCIETE GENERALE
Co-Managers

BMO Capital
NatWest Markets
Santander
Cabrera Capital Markets,
Loop Capital Markets
Markets

LLC

The date of this prospectus supplement is April 5, 2018.
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-15
USE OF PROCEEDS
S-16
CAPITALIZATION
S-17
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
S-19
DESCRIPTION OF THE NOTES
S-20
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-39
CERTAIN ERISA CONSIDERATIONS
S-44
UNDERWRITING
S-46
LEGAL MATTERS
S-52
EXPERTS
S-52
WHERE YOU CAN FIND MORE INFORMATION
S-52
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-52
Prospectus

Page
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
RECENT DEVELOPMENTS

1
RISK FACTORS

2
USE OF PROCEEDS

2
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

3
https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement
SECURITIES WE MAY OFFER

4
DESCRIPTION OF DEBT SECURITIES

5
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

16
DESCRIPTION OF PREFERRED STOCK

16
PLAN OF DISTRIBUTION

17
EXPERTS

17
LEGAL MATTERS

17

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.
Overview
General Motors Financial Company, Inc. (sometimes referred to as "we," "us," "our," the "Company," or "GM Financial"), the wholly-owned
captive finance subsidiary of General Motors Company ("GM"), is a global provider of automobile financing solutions. We offer automobile loans
and leases and commercial dealer loans throughout many different regions, subject to local regulations and market conditions. We evaluate our
business in two operating segments: North America (the "North America Segment") and international (the "International Segment"). The North
America Segment includes our operations in the United States and Canada. The International Segment includes our operations in all other countries.
At December 31, 2017, our portfolio consisted of $86.0 billion of automobile loans and leases and commercial dealer loans, comprised of
https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement
$79.0 billion in our North America Segment and $7.0 billion in our International Segment. Our global footprint covers approximately 90% of GM's
worldwide market.
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
$500,000,000 aggregate principal amount of Floating Rate Notes due 2021

$1,000,000,000 aggregate principal amount of 3.550% Senior Notes due 2021

$1,000,000,000 aggregate principal amount of 4.350% Senior Notes due 2025

Maturity Date
April 9, 2021 for the Floating Rate Notes

April 9, 2021 for the 2021 Notes

April 9, 2025 for the 2025 Notes

Interest Payment Dates
Each January 9, April 9, July 9 and October 9, beginning on July 9, 2018 for the Floating
Rate Notes

Each April 9 and October 9, beginning on October 9, 2018 for the 2021 Notes and the 2025

Notes

Interest
Floating rate, reset quarterly, equal to three-month LIBOR (as defined in "Description of the
Notes--Principal, Maturity and Interest") plus 0.85% for the Floating Rate Notes

3.550% per year for the 2021 Notes

4.350% per year for the 2025 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. The
Existing 2018 Notes mature on June 1, 2018, and when, among other things, such notes are
discharged, as anticipated, on or before the stated maturity date, 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."

https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement
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

S-3
Table of Contents
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. At December 31, 2017, on a pro forma basis after giving effect to the
issuance of $1.65 billion of senior notes on January 5, 2018 (the "January Offering"), the
issuance of $390 million of senior notes issued by our principal Canadian operating
subsidiary on February 26, 2018 (the "Canadian Subsidiary Offering") and the issuance of

$1.35 billion of Euro Medium Term Notes issued pursuant to our Euro Medium Term Note
Programme on March 26, 2018 (the "EMTN Offering"), and assuming the issuance by us of
$2.5 billion in Notes, we and the guarantor would have had $42.0 billion of indebtedness (of
which none would have been secured indebtedness). At December 31, 2017, our subsidiaries
that will not guarantee the Notes had $50.2 billion of secured debt, unsecured debt and other
liabilities and $81.7 billion of assets, and, after giving effect to the January Offering, the
Canadian Subsidiary Offering, the EMTN Offering and the issuance of the Notes, on a pro
forma basis, 79% of our consolidated total assets. At December 31, 2017, all of our secured
indebtedness was issued by our subsidiaries other than AFSI.

Certain Covenants
We will issue the Notes under a twenty-ninth supplemental indenture, a thirtieth
supplemental indenture and a thirty-first 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 10, 2018, 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 2021 Notes and the 2025 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."

S-4
Table of Contents
Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $2.49 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
https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement
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."

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, 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-5
Table of Contents
Summary Historical Consolidated Financial and Other Data
The tables below summarize selected financial information for the years ended December 31, 2017, 2016 and 2015, which were derived from
our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. During the second fiscal
quarter of 2017, the disposition of our European Operations, which closed on October 31, 2017, met the criteria to be presented as discontinued
operations based on the progress towards satisfying the various closing conditions necessary to complete the transaction. Accordingly, prior period
amounts have been reclassified to conform to this presentation, and for all periods presented, the operating results for these operations have been
removed from continuing operations. All reported periods below retrospectively exclude discontinued operations. 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, 2017, which are incorporated by reference herein.

Years Ended December 31,

2017

2016
2015
Operating Data:

Revenue

Finance charge income

$ 3,256
$2,846
$2,848
Leased vehicle income

8,606
5,896
2,795
Other income

289

241

224

Total revenue

12,151
8,983
5,867

Costs and expenses

Operating expenses

1,390
1,250
1,051
Leased vehicle expenses

6,415
4,506
2,190
Provision for loan losses

757

644

603
Interest expense

2,566
1,972
1,460

Total costs and expenses

11,128
8,372
5,304
Equity income

173

151

116

Income from continuing operations before income taxes

1,196

762

679
Income tax provision

111

105

194

Income from continuing operations

1,085

657

485
(Loss) income from discontinued operations, net of tax

(424)

97

161

Net income

$
661
$ 754
$ 646

Net income attributable to common shareholder

$
645
$ 754
$ 646

https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement

Comprehensive income (loss)

$ 1,131
$ 620
$
(25)

S-6
Table of Contents

At December 31,

2017

2016

2015

Balance Sheet Data:

Cash and cash equivalents

$ 4,265
$ 2,815
$ 2,737
Finance receivables, net

42,172
33,475
27,040
Leased vehicles, net

42,882
34,342
20,093
Goodwill

1,197
1,196
1,189
Equity in net assets of non-consolidated affiliate

1,187

944

986
Total assets

97,015
87,765
65,904
Secured debt

39,887
35,087
25,150
Unsecured debt

40,830
29,476
20,329
Total liabilities

86,721
79,072
57,852
Shareholders' equity

10,294
8,693
8,052
Tangible net worth

9,097
7,497
6,845

At and for the Years Ended

December 31,

2017

2016

2015

Origination Volume:

Retail loan origination volume

$19,920
$14,468
$13,919
Retail lease origination volume

25,421
25,221
20,128

Total retail origination volume

$45,341
$39,689
$34,047

Portfolio Data:

Retail finance receivables, net of fees

$32,802
$26,400
$22,397
Leased vehicles, net

42,882
34,342
20,093
Commercial finance receivables, net of fees

10,312
7,880
5,392

Ending earning assets

$85,996
$68,622
$47,882

Average earning assets

$78,934
$58,225
$38,250
Credit Performance Data:

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

2.0%

2.4%

2.4%
Delinquencies greater than 60 days as a percentage of retail finance receivables

1.7%

2.0%

2.1%

At December 31,

2017

2016

2015

Other Data:

Ratio of total debt to total equity

7.8x

7.4x

5.6x
Ratio of ending net earning assets to adjusted equity(1)

9.49x
10.41x
8.28x
Available liquidity(2)

$17,927
$12,241
$13,001

(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
https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement
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, 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. At December 31, 2017, we have guaranteed approximately $2.6 billion in
such indebtedness. Additionally, we have entered into intercompany loan agreements with several of our International Segment subsidiaries, 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.
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

S-8
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
https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement
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. At December 31, 2017, the aggregate
amount of our subsidiaries' indebtedness was approximately $45.0 billion, of which $40.3 billion was secured debt. At December 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.
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 transactions and credit facilities;

· interest and principal payments under our indebtedness;

· ongoing operating expenses;

· capital expenditures;

· future acquisitions, if any; and

· future entry into new markets, if any.

S-9
Table of Contents
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;

· servicing fees;

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

· further issuances of other debt securities, both secured and unsecured.
Because we expect to continue to require substantial amounts of cash for the foreseeable future, we anticipate that we will need additional credit
facilities, 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 may 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
https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Prospectus Supplement
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 our 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. At December 31, 2017, on a pro forma basis after giving effect to the issuance of $1.65 billion of senior notes on January 5, 2018, the
issuance of $390 million of senior notes issued by our principal Canadian operating subsidiary on February 26, 2018 and the issuance of $1.35 billion of
Euro Medium Term Notes issued pursuant to our Euro Medium Term Note Programme on March 26, 2018, and assuming the issuance by us of $2.5
billion in Notes, we and the guarantor would have had $42.0 billion of indebtedness (of which none would have been secured indebtedness). At
December 31, 2017, all of our secured indebtedness was issued by our subsidiaries other than AFSI. The guarantor has also guaranteed on a senior
unsecured basis our Existing 2018 Notes and our other senior notes outstanding as of the date of this prospectus supplement. In addition, at December 31,
2017, we and the guarantor have guaranteed $0.8 billion of senior notes issued by our subsidiaries in Canada and Mexico.
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. At
December 31, 2017, our non-guarantor subsidiaries had $50.2 billion of secured debt, unsecured debt and other liabilities.
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.

S-10
Table of Contents
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 our claims would
still be subject to the claims of any secured creditor of that subsidiary. At December 31, 2017, the aggregate amount of debt and other liabilities of our
subsidiaries (including guarantees of our debt) was approximately $87.3 billion and, on a pro forma basis after giving effect to the issuance of $1.65 billion
of senior notes on January 5, 2018, the issuance of $390 million of senior notes issued by our principal Canadian operating subsidiary on February 26, 2018
and the issuance of $1.35 billion of Euro Medium Term Notes issued pursuant to our Euro Medium Term Note Programme on March 26, 2018, and
assuming the issuance by us of $2.5 billion in Notes, the aggregate amount of such debt and other liabilities would have been approximately $93.2 billion,
of which approximately $40.3 billion would have been secured debt.
Your right to receive payments on the Notes could be adversely affected if any of our subsidiaries or other special purpose finance vehicles
declares bankruptcy, liquidates or reorganizes.
In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of their indebtedness and their trade creditors will
generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.
A substantial portion of our business is conducted through certain wholly-owned subsidiaries that are special purpose finance vehicles and are
subject to substantial contractual restrictions. The special purpose finance vehicles are not guarantors with respect to any debt securities issued by us,
including the Notes. At December 31, 2017, substantially all financings by us under our credit facilities and our securitization transactions were secured by
a first priority lien on the receivables and related assets held by our special purpose finance vehicles. The assets owned by the special purpose finance
vehicles will not be available to satisfy claims by our creditors, including any claims made under the Notes. Because the special purpose finance vehicles
are not guarantors of the Notes, any debt securities issued by us will be structurally subordinated to all indebtedness and other obligations of the special
purpose finance vehicles.
In addition, the credit enhancement held by certain of our subsidiaries consists of subordinated interests in our securitization transactions and is
effectively subordinated to the asset-backed securities issued in our securitization transactions. There can be no assurance that our operations, independent
https://www.sec.gov/Archives/edgar/data/804269/000119312518110176/d563343d424b2.htm[4/9/2018 2:01:47 PM]

Document Outline

#1">
- #1">