Obbligazione GM Financial 5.65% ( US37045XCS36 ) in USD

GM Financial

100 USD ▲

Stati Uniti

US37045XCS36 ( in USD )

5.65% per anno ( pagato 2 volte l'anno)

17/01/2029

Prospetto opuscolo dell'obbligazione General Motors Financial US37045XCS36 en USD 5.65%, scadenza 17/01/2029

2 000 USD

500 000 000 USD

37045XCS3

BBB ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

17/07/2026 ( In 169 giorni )

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 US37045XCS36, pays a coupon of 5.65% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 17/01/2029

The Obbligazione issued by GM Financial ( United States ) , in USD, with the ISIN code US37045XCS36, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by GM Financial ( United States ) , in USD, with the ISIN code US37045XCS36, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
424B2 1 d691425d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-219323

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

Offering Price

Registration Fee(1)
4.200% Senior Notes due 2021

$500,000,000

$60,600
5.100% Senior Notes due 2024

$1,500,000,000

$181,800
5.650% Senior Notes due 2029

$500,000,000

$60,600
Total

$2,500,000,000

$303,000

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, at the statutory rate of $121.20 per
$1,000,000 of securities registered and relates to the Registration Statement on Form S-3 (No. 333-219323) filed by General Motors Financial
Company, Inc. on July 17, 2017.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 17, 2017)
$2,500,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.
$500,000,000 4.200% Senior Notes due 2021
$1,500,000,000 5.100% Senior Notes due 2024
$500,000,000 5.650% Senior Notes due 2029

We are offering $500,000,000 aggregate principal amount of our 4.200% senior notes due 2021 (the "2021 Notes"), $1,500,000,000 aggregate principal amount of our 5.100%
senior notes due 2024 (the "2024 Notes") and $500,000,000 aggregate principal amount of our 5.650% senior notes due 2029 (the "2029 Notes" and, together with 2021 Notes and
the 2024 Notes, the "Notes").
The 2021 Notes offered hereby will constitute a further issuance of our 4.200% Senior Notes due 2021, of which $1,000,000,000 aggregate principal amount was issued on
November 6, 2018 (the "Existing 2021 Notes"). The 2021 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 2021 Notes. Upon settlement, the 2021 Notes will have the same CUSIP number and will trade interchangeably with the Existing 2021 Notes. The offering price of the
2021 Notes will include accrued interest from, and including, November 6, 2018 to, but excluding, the issue date of the 2021 Notes, which must be paid by the purchasers of the
2021 Notes. Immediately after giving effect to the issuance of the 2021 Notes offered hereby, we will have $1,500,000,000 aggregate principal amount of 4.200% Senior Notes due
2021 outstanding.
We will pay interest on the 2021 Notes semi-annually in arrears on May 6 and November 6 of each year, commencing on May 6, 2019. Interest will accrue on the 2021 Notes
from and including November 6, 2018, the original issue date of the Existing 2021 Notes. We will pay interest on the 2024 Notes and the 2029 Notes semi-annually in arrears on
July 17 and January 17 of each year, commencing on July 17, 2019. Interest will accrue on each of the 2024 Notes and the 2029 Notes from the issue date. The 2021 Notes will
mature on November 6, 2021, the 2024 Notes will mature on January 17, 2024 and the 2029 Notes will mature on January 17 2029.
At our option, we may redeem any or all series of the 2021 Notes, the 2024 Notes and the 2029 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 our unsecured senior obligations. The Notes will rank senior in right of payment to all of our existing and future indebtedness and other obligations that are
expressly subordinated in right of payment to the Notes; pari passu in right of payment with all of our existing and future indebtedness that is not so subordinated, including,
without limitation, our other senior notes; effectively junior to any of our secured indebtedness and other secured obligations to the extent of the assets securing such indebtedness
or other secured obligations; and effectively junior to any liabilities of our subsidiaries.
We do not intend to apply for listing of the Notes on any securities exchange or for inclusion of the Notes in any automated quotation system. Currently there is no public
market for any of the 2024 Notes or the 2029 Notes, and there can be no guarantee as to whether a secondary market for the 2021 Notes will be maintained.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-5 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.

https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement

Per 2021
Per 2024
Per 2029

Note
Total

Note
Total

Note

Total

Public offering price(1)
100.029%
$500,145,000 99.786%
$ 1,496,790,000 99.955%
$ 499,775,000
Underwriting discounts

0.250%
$
1,250,000
0.350%
$
5,250,000
0.450%
$
2,250,000
Proceeds, before expenses, to us
99.779%
$498,895,000 99.436%
$ 1,491,540,000 99.505%
$ 497,525,000
(1) Plus accrued interest from, and including, November 6, 2018 to, but excluding, the issue date totaling $4,141,666.67, in the case of the 2021 Notes, which must be paid by the
purchasers of the 2021 Notes. Plus accrued interest, if any, from the issue date, in the case of the 2024 Notes and the 2029 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, S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about January 17, 2019.

Joint Book-Running Managers

Barclays

J.P. Morgan RBC Capital Markets Scotiabank SMBC Nikko
Wells Fargo Securities
Co-Managers

BMO Capital Markets

Loop Capital Markets
MUFG
Mischler Financial Group, Inc.
The Williams Capital Group, L.P.
The date of this prospectus supplement is January 14, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-8
USE OF PROCEEDS
S-9
DESCRIPTION OF THE NOTES
S-10
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-23
CERTAIN ERISA CONSIDERATIONS
S-29
UNDERWRITING
S-31
LEGAL MATTERS
S-37
EXPERTS
S-37
WHERE YOU CAN FIND MORE INFORMATION
S-37
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-38
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
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
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement
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), any applicable free writing prospectuses 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-ii
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" or "our company"), 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 September 30, 2018, our portfolio consisted of $93.1 billion of automobile loans and leases and commercial dealer loans, comprised of
$86.2 billion in our North America Segment and $6.9 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.
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement

S-1
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 and the Indenture (as defined below), see "Description of the Notes" in this prospectus supplement and
"Description of Debt Securities" in the accompanying prospectus.

Issuer
General Motors Financial Company, Inc.

Securities Offered
$500,000,000 aggregate principal amount of 4.200% senior notes due 2021. The 2021 Notes
offered hereby will constitute a further issuance of the Existing 2021 Notes, of which
$1,000,000,000 aggregate principal amount was issued on November 6, 2018. The 2021
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 2021 Notes. Upon settlement, the 2021 Notes will
have the same CUSIP number and will trade interchangeably with the Existing 2021 Notes.
Immediately after giving effect to the issuance of the 2021 Notes offered hereby, we will
have $1,500,000,000 aggregate principal amount of 4.200% Senior Notes due 2021
outstanding.

$1,500,000,000 aggregate principal amount of 5.100% senior notes due 2024.

$500,000,000 aggregate principal amount of 5.650% senior notes due 2029.

Maturity Dates
The 2021 Notes will mature on November 6, 2021, the 2024 Notes will mature on January
17, 2024 and the 2029 Notes will mature on January 17, 2029.

Interest Payment Dates
Interest on the 2021 Notes will be payable semi-annually in arrears on May 6 and
November 6 of each year, commencing on May 6, 2019. Interest on the 2024 Notes and the
2029 Notes will be payable semi-annually in arrears on January 17 and July 17 of each year,
commencing on July 17, 2019.

Interest
Interest on the 2021 Notes will accrue at a rate of 4.200% per annum. The offering price of
the 2021 Notes will include accrued interest from, and including, November 6, 2018 to, but
excluding, the issue date of the 2021 Notes, which must be paid by the purchasers of the 2021
Notes. Interest on the 2024 Notes will accrue at a rate of 5.100% per annum and interest on
the 2029 Notes will accrue at a rate of 5.650% per annum.

Ranking
The Notes will be our unsecured senior obligations. The Notes will rank senior in right of
payment to all of our existing and future indebtedness and other obligations that are
expressly subordinated in right of payment to the Notes; pari passu in right of payment with
all of our existing and future indebtedness that is not so subordinated;

S-2
Table of Contents
effectively junior to any of our secured indebtedness and other secured obligations to the

extent of the assets securing such indebtedness or other secured obligations; and effectively
junior to any liabilities of our subsidiaries.
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement

We and our subsidiaries have a significant amount of outstanding indebtedness. For a
description of such indebtedness, see notes 6, 7 and 10 to our unaudited condensed

consolidated financial statements included in our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2018.

Certain Covenants
We will issue the Notes under the Indenture, which 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 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 2021 Notes, the 2024 Notes and the 2029 Notes, in whole
or in part from time to time, at the redemption prices set forth under "Description of the
Notes--Optional Redemption."

Form and Denomination
The Notes will be issued in fully registered form and will be represented by Global
Securities (as defined below) without interest coupons. The Global Securities will be
deposited with a custodian for, and registered in the name of a nominee of, The Depository
Trust Company ("DTC") in New York, New York. Investors may elect to hold interests in
the Global Securities through DTC and its direct or indirect participants as described under
"Description of the Notes--Book-Entry System." The Notes will be issued in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $2.49 billion,
after deducting the underwriting discounts 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."

Further Issuances
The Indenture does not limit the amount of other debt that we may incur. We reserve the
right, from time to time and without the consent of any holders of the Notes, to re-open each
series of Notes on terms identical in all respects to the outstanding Notes of such series
(except for the date of issuance, the date interest begins to accrue and, in certain
circumstances, the first interest payment date), so that such additional Notes will be
consolidated with, form a single series with

S-3
Table of Contents
and increase the aggregate principal amount of the Notes of such series. See "Description of

the Notes--Further Issuances."

Absence of a Public Market for the Notes
Each of the 2024 Notes and the 2029 Notes will be a new issue 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. We have been
advised by certain of the underwriters that they currently make a market in the Existing 2021
Notes and that they intend to make a market in each series of the Notes. 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
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement
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 (the
"SEC") that are incorporated by reference in this prospectus supplement and the
accompanying prospectus.

S-4
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
None of our subsidiaries are guarantors of the Notes, and therefore the Notes will be structurally subordinated to the liabilities of our subsidiaries.
We are a holding company with no operations of our own and conduct all of our business through our subsidiaries, which include special purpose
finance vehicles that hold substantially all of our loan and lease assets. Our only significant asset is the outstanding capital stock of our subsidiaries, and
our subsidiaries have incurred substantial indebtedness. None of our subsidiaries will guarantee the Notes, and therefore the Notes will rank effectively
junior to any liabilities of our subsidiaries. Notably, substantially all of our subsidiaries' receivables have been pledged to secure the repayment of debt
issued under their credit or other secured funding facilities or in securitization transactions. Except to the extent that we are recognized as a creditor of such
subsidiary, in the event of a foreclosure, dissolution, winding-up, liquidation, reorganization, insolvency, bankruptcy or similar proceeding 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. Even if we were a creditor of any of our subsidiaries, our rights as a creditor would be
effectively subordinated to any security interest in the assets of those subsidiaries and would be subordinate to any indebtedness of those subsidiaries
senior to that held by us. For a description of our subsidiaries' indebtedness, see notes 6, 7 and 10 to our unaudited condensed consolidated financial
statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.
Although the Notes are referred to as "senior notes," the Notes are effectively subordinated to the rights of our existing and future secured
creditors.
The Notes will be our unsecured obligations, and therefore the Notes will rank pari passu in right of payment with all of our existing and future
indebtedness that is not expressly subordinated in right of payment to the notes and effectively junior to all of our secured indebtedness and other secured
obligations, to the extent of the assets securing such indebtedness.
The Indenture permits us to incur additional indebtedness, including secured indebtedness. If we were to default under our obligations under any of
our secured indebtedness, our secured creditors 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 foreclosure, dissolution, winding-up, liquidation,
reorganization, insolvency, bankruptcy or similar proceeding, secured creditors 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. Holders of the Notes would be entitled to participate ratably with holders of our unsecured indebtedness, and potentially with all of
our other general creditors, in our remaining assets. As a result, the holders of the Notes may recover proportionally less than holders of secured
indebtedness.

S-5
Table of Contents
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement
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.
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 notes 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.
Furthermore, as a holding company, 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. 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 principal, premium, if any, or interest on our existing indebtedness or the Notes when due.

S-6
Table of Contents
The covenants in the Indenture will not necessarily restrict our ability to take actions that may impair our ability to repay the Notes.
Although the Indenture will include covenants that will restrict us from taking certain actions, the terms of these covenants will include important
exceptions which you should review carefully before investing in the Notes. Among other things, the Indenture will not require us or any of our
subsidiaries to maintain any financial ratios or repurchase the Notes in the event of a change of control, and will not limit our or our subsidiaries' ability to
incur indebtedness, repurchase or prepay any indebtedness or make investments or other payments.
We or our subsidiaries taking advantage of any of the foregoing permitted by the Indenture may adversely affect our ability to perform our
obligations under the Indenture and the Notes and could intensify the related risks that we face. This could also lead to the credit rating on the Notes being
lowered or withdrawn.
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement
We cannot assure you that active trading markets will develop or be maintained for the Notes.
Each of the 2024 Notes and the 2029 Notes will be a new issue of securities with no established trading markets, and we do not intend to apply for a
listing of any series of the Notes on any securities exchange or any automated dealer quotation system. There may be little or no secondary market for the
Notes. Even if a secondary market for the Notes develops, it may not provide significant liquidity, and transaction costs in any secondary market could be
high. As a result, the difference between bid and asked prices in any secondary market could be substantial. The underwriters have advised us that they
currently make a market in the Existing 2021 Notes and that they intend to make a market in each series of the Notes after the offering is completed.
However, they are not obligated to do so and may discontinue market-making with respect to the Notes without notice. In addition, the liquidity of the
trading markets in the Notes, and the market prices quoted for the Notes, may be adversely affected by changes in the overall market for this type of
security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, there can be no
assurance that active trading markets will develop or continue for any series of the Notes.
Any adverse rating of the Notes may cause their trading prices to fall.
We intend to seek ratings on the Notes. Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be
revised downward, placed on a watch list or withdrawn entirely at the discretion of the issuing rating agency. Further, a rating is not a recommendation to
purchase, sell or hold any particular security, including the Notes. In addition, ratings do not reflect market prices or suitability of a security for a particular
investor, and any rating of any series of Notes may not reflect all risks related to us and our business, or the structure or market value of such series of
Notes. The credit rating agencies evaluate the automobile finance industry as a whole and may change their credit rating for us and our securities based on
their overall view of our industry. A future downgrade or withdrawal, or the announcement of a possible downgrade or withdrawal, in the ratings assigned
to any series of the Notes, us or our other securities, or any perceived decrease in our creditworthiness, could cause the trading price of such Notes to
decline significantly.
General Motors is not a guarantor of the Notes and may have interests that conflict with those of the noteholders.
GM is not a guarantor of, or in any way obligated in connection with, the Notes issued by us. We are a wholly owned subsidiary of GM. As our
parent, GM controls our fundamental corporate policies and transactions, including, but not limited to, the approval of significant corporate transactions.
The interests of GM as equity holder and as parent of a captive finance subsidiary may differ from your interests as a holder of the Notes. For example, GM
may have an interest in pursuing, or causing us to pursue, acquisitions, divestitures, financings or other transactions that, in its judgment, could enhance its
equity investment in us or the value of its other businesses, even though those transactions might involve risks to you as holders of the Notes.

S-7
Table of Contents
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make "forward-looking statements" throughout this prospectus supplement, including the documents incorporated herein by reference. Whenever
you read a statement that is not simply a statement of historical fact (such as when we use words such as "believe," "expect," "intend," "plan," "may,"
"likely," "should," "estimate," "continue," "future," or "anticipate" and other comparable expressions), you must remember that our expectations may not
be correct, even though we believe they are reasonable. These forward-looking statements are subject to many assumptions, risks and uncertainties that
could cause actual results to differ significantly from historical results or from those anticipated by us. We do not guarantee that any future transactions or
events described in this prospectus supplement will happen as described or that they will happen at all. You should read this prospectus supplement
completely and with the understanding that actual future results may be materially different from what we expect.
All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear. In this connection,
investors should consider the risks described herein and should not place undue reliance on any forward-looking statements. In evaluating these statements,
you should specifically consider the risks referred to under the heading "Risk Factors" in this prospectus supplement, and in the reports we file from time
to time with the SEC and incorporate by reference herein.
We assume no responsibility for updating forward-looking information contained herein or in other reports we file with the SEC, and do not update
or revise any forward-looking information, except as required by federal securities laws, whether as a result of new information, future events or otherwise.

S-8
Table of Contents
USE OF PROCEEDS
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement
We estimate that the net proceeds from this offering will be approximately $2.49 billion, after deducting underwriting discounts 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.

S-9
Table of Contents
DESCRIPTION OF THE NOTES
General
We will issue the Notes pursuant to an indenture (as amended and supplemented to the date hereof, the "Base Indenture"), dated as of October 13,
2015, between us and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented by the thirty-fourth supplemental indenture
thereto governing the 2024 Notes and the 2029 Notes (the "Supplemental Indenture," and, together with the Base Indenture, the "Indenture"), to be dated
on or about January 17, 2019, between us and the Trustee. The 2021 Notes will be issued as additional notes of the same series as the Existing 2021 Notes
under the thirty-third supplemental indenture to the Base Indenture. Each of the 2021 Notes, the 2024 Notes and the 2029 Notes will be issued as a separate
series of debt securities under the Indenture, and will be treated as such for all purposes under the Indenture, including, without limitation, waivers,
amendments and redemptions.
The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"). The Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act
for a statement thereof. This "Description of the Notes" and the section entitled "Description of Debt Securities" in the accompanying prospectus
summarize certain material provisions of the Indenture, but do not purport to be complete and are qualified in their entirety by reference to the Indenture.
This "Description of the Notes" supplements the "Description of Debt Securities" in the accompanying prospectus and, to the extent it is inconsistent,
replaces such description in the accompanying prospectus. The definitions of certain terms used in the following summary are set forth below under "--
Certain Definitions." For purposes of this summary, the terms "we," "us," "our" and "our company" refer only to General Motors Financial Company, Inc.
and not to any of its Subsidiaries or affiliates.
Ranking
The Notes will be our general unsecured obligations and will rank:

· senior in right of payment to all of our existing and future indebtedness and other obligations that are expressly subordinated in right of

payment to the Notes;

· pari passu in right of payment with all of our existing and future indebtedness that is not so subordinated, including, without limitation, our

other senior notes;

· effectively junior to any of our secured indebtedness and other secured obligations to the extent of the assets securing such indebtedness or

other secured obligations; and

· effectively junior to any liabilities of our Subsidiaries, including Receivables Entities.
The Notes will not be guaranteed by any of our Subsidiaries, and will rank effectively junior to our and our Subsidiaries' indebtedness and other
obligations under Bank Lines, Residual Funding Facilities and any Permitted Receivables Financing, and certain obligations under Credit Enhancement
Agreements. See "Risk Factors--Risks Related to the Notes--None of our subsidiaries are guarantors of the Notes, and therefore the Notes will be
structurally subordinated to the liabilities of our subsidiaries" and "Risk Factors--Risks Related to the Notes--Although the Notes are referred to as
"senior notes," the Notes are effectively subordinated to the rights of our existing and future secured creditors." In addition, our operations are conducted
through our Subsidiaries and, therefore, we are dependent upon the cash flows of our Subsidiaries to meet our obligations, including our obligations under
the Notes. See "Risk Factors--Risks Related to the Notes--To service our debt, we will require a significant amount of cash. Our ability to generate cash
depends on many factors." We and our Subsidiaries have a significant amount of outstanding Indebtedness. For a description of such Indebtedness,
including Indebtedness of our Receivables Entities and guarantees provided by us to our Subsidiaries, see notes 6, 7 and 10 to our unaudited condensed
consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

S-10
Table of Contents
Further Issuances
The Indenture does not limit the amount of other debt that we may incur. We may, from time to time, without the consent of the holders of the Notes,
issue other debt securities under the Base Indenture in addition to the Notes. We reserve the right, from time to time and without the consent of any holders
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Final Prospectus Supplement
of Notes, to re-open each series of Notes on terms identical in all respects to the outstanding Notes of such series (except for the date of issuance, the date
interest begins to accrue and, in certain circumstances, the first interest payment date), so that such additional Notes will be consolidated with, form a
single series with and increase the aggregate principal amount of the Notes of such series; provided that if any additional notes issued are not fungible with
the Notes of a particular series for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number.
Principal, Maturity and Interest
The $500,000,000 aggregate principal amount of 2021 Notes offered hereby will constitute a further issuance of the Existing 2021 Notes, of which
$1,000,000,000 aggregate principal amount was issued on November 6, 2018. The 2021 Notes will form a single series with the Existing 2021 Notes under
the Indenture and will have the same terms, other than the initial offering price and the issue date, as the Existing 2021 Notes. Immediately upon settlement,
the 2021 Notes will have the same CUSIP number and will trade interchangeably with the Existing 2021 Notes. Upon completion of this offering, an
aggregate principal amount of $1,500,000,000 of 4.200% Senior Notes due 2021 will be outstanding.
We will initially issue an aggregate principal amount of $1,500,000,000 of the 2024 Notes and $500,000,000 of the 2029 Notes.
Principal, premium, if any, and interest, if any, on the Notes will be payable at the office or agency we designate for such purpose within the City
and State of New York. We will make payments of principal, premium, if any, and interest, if any, in respect of the Notes in book-entry form to DTC in
immediately available funds, while disbursement of such payments to owners of beneficial interests in Notes in book-entry form will be made in
accordance with the procedures of DTC and its participants in effect from time to time. Unless otherwise designated by us, our office or agency in New
York will be the office of the Trustee maintained for such purpose. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
The 2021 Notes will mature on November 6, 2021, the 2024 Notes will mature on January 17, 2024 and the 2029 Notes will mature on January 17,
2029 (in each case, unless earlier redeemed). Interest on the 2021 Notes will accrue at the rate of 4.200% per annum, interest on the 2024 Notes will accrue
at the rate of 5.100% per annum and interest on the 2029 Notes will accrue at the rate of 5.650% per annum, and in each case will be payable semi-
annually in arrears on, in the case of the 2021 Notes, May 6 and November 6 of each year, commencing on May 6, 2019, and on, in the case of each of the
2024 Notes and the 2029 Notes, July 17 and January 17 of each year, commencing on July 17, 2019, and at maturity (each, as applicable, an "interest
payment date"), to holders of record of the applicable Notes on the date that is 15 calendar days prior to such interest payment date.
Interest on the 2021 Notes will accrue from and including November 6, 2018, and thereafter from and including the most recent interest payment
date. The offering price of the 2021 Notes will include accrued interest from, and including, November 6, 2018 to, but excluding, the issue date of the 2021
Notes totaling $4,141,666.67, which must be paid by the purchasers of the 2021 Notes. The interest payment to be made with respect to the 2021 Notes on
May 6, 2019 will include such pre-paid interest. Interest on the 2024 Notes and the 2029 Notes will accrue from and including the most recent interest
payment date or, if no interest has been paid, from the settlement date of the 2024 Notes or the 2029 Notes, as applicable. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months. If any interest payment date, stated maturity date or earlier redemption date for the 2021
Notes, the 2024 Notes or the 2029 Notes falls on a day that is not a Business Day, we will make the required payment of principal, premium, if any, and
interest, if any, on the next succeeding Business Day, and no interest will accrue on the amount so payable for the intervening period.

S-11
Table of Contents
Optional Redemption
Prior to maturity, in the case of the 2021 Notes, and prior to the applicable Par Call Date, in the case of each of the 2024 Notes and the 2029 Notes,
we may redeem the 2021 Notes, the 2024 Notes and the 2029 Notes, in whole or in part from time to time, at a redemption price equal to the greater of the
following amounts, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption:

(i)
100% of the principal amount of the Notes to be redeemed; and

(ii)
as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes
being redeemed (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the date of redemption on a semi-annual

basis at the Treasury Rate (as defined below) plus 20 basis points, in the case of the 2021 Notes, 40 basis points, in the case of the 2024 Notes,
or 45 basis points, in the case of the 2029 Notes.
On or after the applicable Par Call Date, we may redeem the 2024 Notes or the 2029 Notes, in whole or in part from time to time, at a redemption
price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable
redemption date.
If the redemption date is after a record date and on or prior to a corresponding interest payment date, interest will be paid on the redemption date to
the holder of record on the record date.
At least 30 days, but not more than 60 days, before a redemption date, we will send or cause to be sent a notice of redemption to each holder of the
https://www.sec.gov/Archives/edgar/data/804269/000119312519009863/d691425d424b2.htm[1/16/2019 10:00:56 AM]

Document Outline

#1">
- #1">