Obligation GM Financial 6.75% ( US37045XAB29 ) en USD

GM Financial

100 % ⇌

Etas-Unis

US37045XAB29 ( en USD )

6.75% par an ( paiement semestriel )

01/06/2018 - Obligation échue

Prospectus brochure de l'obligation General Motors Financial US37045XAB29 en USD 6.75%, échue

2 000 USD

499 956 000 USD

37045XAB2

General Motors Financial (GM Financial) est une société de services financiers offrant des solutions de financement automobile aux consommateurs et aux concessionnaires automobiles, notamment des prêts, des locations et d'autres services financiers liés aux véhicules General Motors.

L'Obligation émise par GM Financial ( Etas-Unis ) , en USD, avec le code ISIN US37045XAB29, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2018

L'Obligation émise par GM Financial ( Etas-Unis ) , en USD, avec le code ISIN US37045XAB29, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par GM Financial ( Etas-Unis ) , en USD, avec le code ISIN US37045XAB29, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Amendment No. 3 to Form S-4
S-4/A 1 d230173ds4a.htm AMENDMENT NO. 3 TO FORM S-4
Table of Contents
As filed with the Securities and Exchange Commission on January 23, 2012
Registration No. 333-176784

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GENERAL MOTORS FINANCIAL COMPANY, INC.
(Exact name of registrant as specified in its charter)
(For co-registrants, please see Table of Additional Registrants on the next page.)

Texas

6199

75-2291093
(State or other jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
incorporation or organization)

Classification Code Number)

Identification Number)

801 Cherry Street, Suite 3500
Fort Worth, Texas 76102
(817) 302-7000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

J. Michael May, Esq.
Executive Vice President and Chief Legal Officer
General Motors Financial Company, Inc.
801 Cherry Street, Suite 3500
Fort Worth, Texas 76102
(817) 302-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
L. Steven Leshin, Esq.
Gregory J. Schmitt, Esq.
Hunton & Williams LLP
1445 Ross Ave., Suite 3700
Dallas, Texas 75202
(214) 979-3000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this
registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
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Amendment No. 3 to Form S-4
Act registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer

Non-accelerated filer (Do not check if smaller reporting company)
Smaller Reporting Company
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents
Table of Additional Registrants

State or other
jurisdiction of
incorporation or
I.R.S. Employer
Exact name of registrant as specified in its charter (1)

organization
Identification Number
AmeriCredit Financial Services, Inc.

Delaware

75-2439888

(1)
The address of the guarantor is 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, and the telephone number is (817) 302-7000.
Table of Contents
PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 23, 2012
Offer to Exchange up to $500,000,000 aggregate principal amount of new
6.75% Senior Notes due 2018,
which have been registered under the Securities Act,
for any and all of its outstanding unregistered 6.75% Senior Notes due 2018
Subject to the Terms and Conditions described in this Prospectus
The Exchange Offer will expire at 5:00 p.m. Eastern Time on February 24, 2012,
unless extended

The Notes
We are offering to exchange, upon the terms and subject to the conditions of this prospectus and the accompanying letter of transmittal, our
new registered 6.75% Senior Notes due 2018 for all of our outstanding old unregistered 6.75% Senior Notes due 2018. We refer to our outstanding
6.75% Senior Notes due 2018 as the "old notes" and to the new 6.75% Senior Notes due 2018 issued in this offer as the "Notes." The Notes are
substantially identical to the old notes that we issued on June 1, 2011, except for certain transfer restrictions and registration rights provisions
relating to the old notes.
Material Terms of The Exchange Offer

· You will receive an equal principal amount of Notes for all old notes that you validly tender and do not validly withdraw.
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Amendment No. 3 to Form S-4

· The exchange will not be a taxable exchange for United States federal income tax purposes.

· There has been no public market for the old notes and we cannot assure you that any public market for the Notes will develop. We do

not intend to list the Notes on any securities exchange or to arrange for them to be quoted on any automated quotation system.

· The terms of the Notes are substantially identical to the old notes, except for transfer restrictions and registration rights relating to the

old notes.

· If you fail to tender your old notes for the Notes, you will continue to hold unregistered securities and it may be difficult for you to

transfer them.
Consider carefully the " Risk Factors" beginning on page 16 of this prospectus.
We are not making this exchange offer in any state where it is not permitted.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 26, 2012.
Table of Contents
TABLE OF CONTENTS

Page
Disclosure Regarding Forward-Looking Statements

i
Where You Can Find More Information

i
Prospectus Summary

1
Risk Factors
16
Use of Proceeds
31
Ratio of Earnings to Fixed Charges
31
Capitalization
32
Selected Consolidated Financial Data
33
Business
36
Management's Discussion and Analysis of Financial Condition and Results of Operations
47
The Exchange Offer
89
Management
96
Description of the Notes
98
Registration Rights
115
Certain United States Federal Income Tax Considerations
117
Certain ERISA Considerations
123
Plan of Distribution
124
Validity of the Notes
125
Experts
125
Index to Consolidated Financial Statements
F-1
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. This prospectus is an offer to exchange only the Notes offered by this
prospectus and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is
accurate only as of its date.
Table of Contents
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements". Whenever you read a statement that is not simply a statement of historical fact (such
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Amendment No. 3 to Form S-4
as when we use words such as "believe," "expect," "anticipate," "intend," "plan," "may," "will," "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 will happen as described or that they will happen at all. You should read this prospectus 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. You
should read carefully the section of this prospectus under the heading "Risk Factors" beginning on page 16.
We assume no responsibility for updating forward-looking information contained herein or in other reports we file with the Securities and
Exchange Commission ("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.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 under the Securities Act of 1933, as amended (the "Securities Act"), that
registers the Notes that will be offered in exchange for the old notes. The registration statement, including the attached exhibits and schedules,
contains additional relevant information about us and the Notes. The rules and regulations of the SEC allow us to omit from this document certain
information included in the registration statement.
In addition, this prospectus contains summaries and other information that we believe are accurate as of the date hereof with respect to
specific terms of specific documents, but we refer to the actual documents (copies of which will be made available to holders of old notes upon
request to us) for complete information with respect to those documents. Statements contained in this prospectus as to the contents of any contract
or other document referred to in this prospectus do not purport to be complete. Where reference is made to the particular provisions of a contract or
other document, the provisions are qualified in all respects by reference to all of the provisions of the contract or other document. Industry and
company data are approximate and reflect rounding in certain cases.
We file periodic reports and other information with the SEC. These reports and other information may be inspected and copied at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information regarding
the public reference room. In addition, our filings with the SEC are also available to the public on the SEC's Internet web site at
http://www.sec.gov. You may also find additional information about us, including documents that we file with the SEC, on our website at
http://www.americredit.com. The information included or linked to this website in not a part of this prospectus.

i
Table of Contents
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of
the information that may be important to you. For a more complete understanding of this offering, we encourage you to read the entire
prospectus, including the section describing the risks related to our business and to investing in the Notes entitled "Risk Factors" and our
consolidated financial statements, including the accompanying notes, included elsewhere in this prospectus, before deciding to invest in the
Notes.
In this prospectus, unless the context indicates otherwise, "Company," "GM Financial," "we," "us," and "our" refer to General Motors
Financial Company, Inc. and its subsidiaries.
The Exchange Offer
We completed on June 1, 2011, the private offering of $500,000,000 of 6.75% Senior Notes due 2018. We entered into a registration
rights agreement with the initial purchasers in the private offering of the old notes in which we agreed, among other things, to file a
registration statement with the SEC within 150 days of June 1, 2011, to use our commercially reasonable efforts to cause the registration
statement to be declared effective by the SEC within 210 days of June 1, 2011 and to use our commercially reasonable efforts to cause this
exchange offer to be consummated within 30 business days of when the registration statement is declared effective by the SEC. You are
entitled to exchange in this exchange offer old notes that you hold for registered Notes with substantially identical terms. If we fail to timely
file the registration statement, the registration statement is not timely declared effective or we fail to timely complete this exchange offer, we
must pay liquidated damages to the holders of the old notes until the deadlines are met. You should read the discussion under the headings
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Amendment No. 3 to Form S-4
"Prospectus Summary," and "Description of the Notes" for further information regarding the Notes.
We believe that the Notes to be issued in this exchange offer may be resold by you without compliance with the registration and
prospectus delivery provisions of the Securities Act, subject to certain conditions. You should read the discussion under the headings
"Prospectus Summary--The Exchange Offer" and "The Exchange Offer" for further information regarding this exchange offer and resale of
the Notes.
General Motors Financial Company, Inc.
GM Financial, the captive finance subsidiary of General Motors Company ("General Motors" or "GM"), is a provider of automobile
financing solutions with a portfolio of approximately $10 billion in auto receivables and leases as of September 30, 2011. We have been
operating in the automobile finance business since September 1992. Our strategic relationship with GM began in September 2009 and
includes a subvention program pursuant to which GM provides its customers access to discounted financing on select new GM models by
paying us cash in order to offer lower interest rates on the loans we purchase from GM dealerships. GM acquired us for $3.5 billion on
October 1, 2010.
We purchase auto finance contracts for new and used vehicles from GM and non-GM franchised and select independent automobile
dealerships. As used herein, the term "loans" includes auto finance contracts originated by dealers and purchased by us. We primarily offer
auto financing to consumers who typically are unable to obtain financing from traditional sources such as banks and credit unions. We utilize
a proprietary credit scoring system to differentiate credit applications and to statistically rank-order credit risk in terms of expected default
rates, which enables us to evaluate credit applications for approval and tailor loan pricing and structure. We service our loan portfolio at
regional centers using automated loan servicing and collection systems. Funding for our auto finance activities is primarily obtained through
the utilization of our credit facilities and through securitization transactions. Since 1994, we have securitized approximately $67.5 billion of
automobile loans in 78 transactions through our securitization program.

1
Table of Contents
We have historically maintained a significant share of the subprime auto finance market and have, in the past, participated in the prime
sectors of the auto finance industry to a more limited extent. We source our business primarily through our relationships with automobile
dealerships, which we maintain through our regional credit centers, marketing representatives (dealer relationship managers) and alliance
relationships. We believe our growth and origination efforts are complemented by disciplined credit underwriting standards, risk-based pricing
decisions and expense management.
As GM's captive finance subsidiary, our business strategy includes increasing the amount of GM new automobile origination volume,
while at the same time continuing to remain a valuable financing source for loans for non-GM dealers. In addition to our GM-related loan
origination efforts, we offer a lease financing product for new GM vehicles leased by consumers with prime credit bureau scores exclusively
to GM franchised dealerships in the United States, and recently began offering a lease financing product that covers the entire credit spectrum
(prime and subprime). Evidence of our increasing linkage with GM can be seen in our results for the nine months ended September 30, 2011,
during which our percentage of loans and leases for new GM vehicles increased to 39% of our total originations volume, up from 13% for the
nine months ended September 30, 2010. Through the acquisition of FinanciaLinx Corporation ("FinanciaLinx"), an independent auto lease
provider in Canada, in April 2011, we now also offer lease financing for new GM vehicles in Canada.
In the near term, we believe our business should benefit from favorable trends currently existing in the new and used automobile markets
as the U.S. automotive industry rebounds, from strong capital markets and from improving general economic conditions and positive credit
trends.
Loan Originations
Target Market. Most of our automobile finance programs are designed to serve customers who have limited access to automobile
financing through banks and credit unions. The bulk of our typical borrowers have experienced prior credit difficulties or have limited credit
histories and generally have credit bureau scores ranging from 500 to 700. Because we generally serve customers who are unable to meet the
credit standards imposed by most banks and credit unions, we generally charge higher interest rates than those charged by such sources. Since
we provide financing in a relatively high-risk market, we also expect to sustain a higher level of credit losses than these other automobile
financing sources.
Marketing. As an indirect lender, we focus our marketing activities on automobile dealerships. We are selective in choosing the dealers
with whom we conduct business and primarily pursue GM and non-GM manufacturer franchised dealerships with new and used car
operations and select independent dealerships. We generally finance new and later model, low mileage used vehicles from GM and non-GM
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Amendment No. 3 to Form S-4
dealers. Of the contracts purchased by us during the nine months ended September 30, 2011, approximately 94% were originated by
manufacturer franchised dealers, and 6% by independent dealers; further, approximately 53% were used vehicles, approximately 28% were
new GM vehicles (not including new GM vehicles that we leased during these nine months) and approximately 19% were new non-GM
vehicles. We purchased contracts from 11,969 dealers, of which approximately 28% were GM dealers for whom we financed a new GM
vehicle, during the nine months ended September 30, 2011. No dealer location accounted for more than 1% of the total volume of contracts
purchased by us for that same period.
Origination Network. Our origination platform provides specialized focus on marketing our financing programs and underwriting loans.
Responsibilities are segregated so that the sales group markets our programs and products to our dealer customers, while the underwriting
group focuses on underwriting, negotiating and closing loans. The underwriters are based in credit centers while the dealer relationship
managers are based in credit centers or work remotely. We use a combination of regional credit centers and dealer relationship managers to
market our indirect financing programs to our dealers, develop relationships with these dealers and underwrite contracts submitted by the
dealerships. We believe that the personal relationships our credit

2
Table of Contents
underwriters and dealer relationship managers establish with the dealership staff are an important factor in creating and maintaining productive
relationships with our dealer customer base.
Manufacturer Relationships. We have programs with GM and other new vehicle manufacturers, typically known as subvention
programs, under which the manufacturers provide us cash payments in order for us to offer lower interest rates on finance contracts we
purchase from the manufacturers' dealership network. The programs serve our goal of increasing new loan originations and the manufacturers'
goal of making credit more available and more affordable to consumers purchasing vehicles sold by the manufacturer.
Origination Data. The following table sets forth information with respect to the number of credit centers, number of dealer relationship
managers, dollar volume of contracts purchased and number of producing dealerships for the periods set forth below (dollars in thousands):

Period From
Fiscal Years Ended June 30,

Nine Months
July 1, 2010
Ended
Through
September 30,
December 31,

2011

2010

2010

2009

2008

Number of credit centers

16

15
14
13
24
Number of dealer relationship managers

153

110
99
55
104
Origination volume (a)

$ 4,517,675
$ 1,904,471
$2,137,620 $1,285,091 $6,293,494
Number of producing dealerships (b)

11,969

11,831
10,756
9,401
17,872

(a)
For the nine months ended September 30, 2011, the period from July 1, 2010 through December 31, 2010 and the year ended June 30,
2008, amounts include $672.4 million, $10.7 million and $218.1 million of contracts purchased through our leasing programs,
respectively.
(b)
A producing dealership refers to a dealership from which we purchased a contract in the respective period.
Credit Underwriting
We utilize a proprietary credit scoring system to support the credit approval process. The credit scoring system was developed through
statistical analysis of our consumer demographic and portfolio databases consisting of data which we have collected over almost 20 years of
operating history. Credit scoring is used to differentiate credit applications and to statistically rank-order credit risk in terms of expected
default rates, which enables us to evaluate credit applications for approval and tailor loan pricing and structure. For example, a consumer with
a lower score would indicate a higher probability of default and, therefore, we would either decline the application, or, if approved,
compensate for this higher default risk through the structuring and pricing of the loan. While we employ a credit scoring system in the credit
approval process, credit scoring does not eliminate credit risk. Adverse determinations in evaluating contracts for purchase or changes in
certain macroeconomic factors after purchase could negatively affect the credit performance of our loan portfolio.
The proprietary credit scoring system incorporates data contained in the customer's credit application, credit bureau report and other
third-party data sources as well as the structure of the proposed loan and produces a statistical assessment of these attributes. This assessment
is used to rank-order applicant risk profiles and recommends a price we should charge for different risk profiles. Our credit scorecards are
monitored through comparison of actual versus projected performance by score. Periodically, we endeavor to refine our proprietary scorecards
based on new information including identified correlations between receivables performance and data obtained in the underwriting process.

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Amendment No. 3 to Form S-4

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Table of Contents
In addition to our proprietary credit scoring system, we utilize other underwriting guidelines. These underwriting guidelines are
comprised of numerous evaluation criteria, including:

· identification and assessment of the applicant's willingness and capacity to repay the loan, including consideration of credit history

and performance on past and existing obligations;

· credit bureau data;

· collateral identification and valuation;

· payment structure and debt ratios;

· insurance information;

· employment, income and residency verifications, as considered appropriate; and

· in certain cases, the creditworthiness of a co-obligor. These underwriting guidelines, and the minimum credit risk profiles of

applicants we will approve as rank-ordered by our credit scorecards, are subject to change from time to time based on economic,
competitive and capital market conditions as well as our overall origination strategies.
Loan Servicing
Our loan servicing activities consist of collecting and processing customer payments, responding to customer inquiries, initiating contact
with customers who are delinquent in payment of an installment, maintaining the security interest in the financed vehicle, monitoring physical
damage insurance coverage of the financed vehicle, and arranging for the repossession of financed vehicles, liquidation of collateral and
pursuit of deficiencies when appropriate. Our payment processing and customer service activities are operated centrally in Arlington, Texas.
Our collection activities are operated through four regional standardized collection centers in North America (Arlington, Texas, Peterborough,
Ontario, Chandler, Arizona and Charlotte, North Carolina).
U.S. and Canadian Leasing
In December 2010, we began offering lease financing for new GM vehicles leased by consumers with prime credit bureau scores from
GM-franchised dealerships in the United States. During July 2011, we completed the nationwide rollout of our lease program for GM dealers
in the U.S., including product offerings available for prime and subprime consumers. We had previously provided a limited new vehicle
leasing product through certain franchised dealerships that we discontinued in 2008.
We market our lease program to GM-franchised dealerships through our existing origination network of regional credit centers and
dealer relationship managers. We underwrite customer applications for leases in the credit centers using data contained in the credit
applications and credit bureau reports, as well as other underwriting guidelines such as those used in evaluating applications for loans. We
utilize a proprietary credit scoring system to support the credit approval process for subprime customer applications. We currently use a third-
party servicer to service our U.S. lease portfolio, including the management of end-of-lease processes.
On April 1, 2011, we acquired FinanciaLinx, an independent auto lease provider in Canada. FinanciaLinx provides leasing programs to
GM and other manufacturers through manufacturer subvention programs. Through FinanciaLinx, we intend to increase lease origination levels
for new GM vehicles sold by GM-franchised dealerships in Canada. FinanciaLinx markets leasing programs to Canadian dealerships through
its field personnel, and underwrites and services leases centrally from its principal business location in Toronto.
Financing
We primarily finance our loan and lease origination volume through the use of our credit facilities and, in the case of our loan
originations, through securitization transactions.

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Amendment No. 3 to Form S-4
Credit Facilities. Loans are typically funded initially using credit facilities that are generally administered by agents on behalf of
institutionally managed commercial paper conduits. Under these funding agreements, we establish special purpose finance subsidiaries to
facilitate our financing under these programs. While these subsidiaries are included in our consolidated financial statements, these subsidiaries
are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by them and are not
available to our creditors or creditors of our other subsidiaries.
Securitizations. We pursue a financing strategy of securitizing our automobile loans to diversify our funding sources and free up capacity
on our credit facilities for the purchase of additional automobile loans. The asset-backed securities market has traditionally allowed us to
finance our auto loan portfolio at fixed interest rates over the life of a securitization transaction, thereby locking in the excess spread on our
loan portfolio. Proceeds from securitizations are primarily used to fund initial cash credit enhancement requirements in the securitization and
to pay down borrowings under our credit facilities, thereby increasing availability thereunder for further contract purchases. Since 1994, we
have securitized approximately $67.5 billion of auto loans, including five securitization transactions since January 2011 pursuant to which we
issued $4.6 billion of asset-backed securities.
Competitive Strengths
We believe our competitive strengths include the following:
Automobile finance franchise with long-term track record
We have been operating in the auto finance industry since 1992, and currently provide loans on new and used vehicles purchased by
consumers from both GM and non-GM franchised and select independent dealerships and, since our acquisition by GM, leases of new GM
vehicles. We have historically maintained a significant share of the subprime auto finance market and have also participated to a lesser extent
in the prime sectors of the auto finance market. During the nine months ended September 30, 2011, we originated loans through 11,969
producing dealers, of which approximately 28% were GM dealers for whom we financed new GM vehicles. We believe we are well
positioned to take advantage of the favorable existing trends in the new and used automobile markets at both GM and non-GM dealerships,
although we may not have as long of a relationship with our dealers that some of our competitors may have with them and we may not be able
to offer the same financial products to those dealers as our competitors.
Strong relationship with our parent company, GM
As GM's captive finance subsidiary, we benefit from greater access to GM dealerships, which we believe will drive increased
origination volume from GM dealerships. We also believe that our volume will increase due to expanded product offerings, such as our lease
program, in both the U.S. and Canada. Additionally, GM provides us with additional financial resources through a $300 million unsecured
revolving credit facility and a tax sharing agreement, which effectively defers up to $650 million in taxes that we would otherwise be required
to pay to GM over time, however, other captive finance affiliates of other major automobile manufacturers have greater financial resources
and lower costs of funds. While we have no commitment, we expect that our revolving credit facility with GM will be extended and increased
as necessary to support our liquidity. We believe our GM credit facility and our tax sharing agreement increases our overall financial
flexibility and capacity for growth, although our close relationship with GM increases our dependence on the successes of GM.
Opportunity for future growth
Over the past 19 years, we have developed strong origination capabilities across a broad spectrum of the auto finance industry. As of
September 30, 2011, we had approximately 13,900 dealerships with active dealer agreements, of which approximately 4,200 were GM
dealerships and approximately 9,700 were non-GM

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dealerships. These dealerships were serviced by 153 relationship managers and 16 credit centers. While we continue to originate loans through
non-GM dealers, the volume of our new GM loan originations has increased substantially since we were acquired by GM. We have also
expanded our product offerings to better serve our GM dealers. In December 2010, we began offering lease financing in the U.S. for new GM
vehicles purchased by consumers with prime credit scores. By July 2011, our lease product offerings to GM dealers in the U.S. were expanded
nationwide and cover the entire credit spectrum (prime and subprime). Through the acquisition of FinanciaLinx, an independent auto lease
provider in Canada, we additionally offer lease financing for new GM vehicles in Canada. We expect to expand our business to include dealer
wholesale and commercial lending in the U.S. and Canada.
Disciplined credit underwriting
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Amendment No. 3 to Form S-4
We utilize a proprietary credit scoring system, which has been developed through statistical analysis of customer demographics and
portfolio databases consisting of data which we have collected over our almost 20 years of operating history. This system rank-orders risk
which allows us to effectively price our product offerings based upon our assessment of the applicant's risk profile. In addition to utilizing our
credit scoring system, we maintain other underwriting guidelines comprised of numerous evaluation criteria. Such evaluation criteria include:

· an applicant's willingness and ability to repay the loan, including consideration of credit history and performance on past and

existing obligations;

· credit bureau data;

· collateral identification and valuation;

· payment structure and debt ratios;

· insurance information;

· employment, income and residency verifications, as considered appropriate; and

· in certain cases, the creditworthiness of a co-obligor.
In response to the unprecedented dislocation in the capital markets which occurred during the financial crisis in 2008 and 2009, we
limited our originations to preserve liquidity. The reduction in volume primarily resulted from raising the minimum required custom credit
score and tightening other loan characteristics, such as loan to value and payment to income. As a result, we have experienced cumulative loss
performance on the 2009 and 2010 loan origination vintages that is trending better than performance on any prior vintages. While recent
originations reflect a moderate increase in credit risk appetite, we do not expect the increasing mix of new GM business to substantially
impact credit metrics.
Conservative balance sheet and strong liquidity position
As of September 30, 2011, we had total liquidity of $1.5 billion, including our $300 million unsecured revolving credit facility with GM
that was undrawn as of September 30, 2011. We had a tangible net worth of $2.7 billion, equivalent to 22% of total assets and 24% of tangible
assets at September 30, 2011. In addition to our strong liquidity position, we had a credit facility of $2.0 billion to support our loan origination
program, and a $600 million credit facility to support our U.S. lease program as of September 30, 2011. In July 2011, we closed a
C$600 million Canadian lease warehouse facility to support our lease program in Canada. We continue to finance the loans we originate
through the securitization markets and, since January 2011, we have issued $4.6 billion of asset-backed securities through five securitization
transactions.

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Experienced management team
Our executive management team (including the CEO, CFO and the Company's eight other Executive Vice Presidents) have an average
tenure at GM Financial of approximately 14 years. All of the executive management team has remained in place subsequent to our being
acquired by GM. In addition, we have had strong stability among the senior leaders in our origination, servicing and credit risk management
groups. This stability has enabled the management team to gain experience operating our business across several economic cycles.
Business Strategy
Expand our business with GM dealers and preserve our non-GM dealer business
We believe we will be able to capitalize on the favorable trends currently existing in the new and used automobile markets. Current
subprime auto finance market activity is at levels equal to approximately 50% of peak 2006-2007 volume levels, and vehicle manufacturers,
including our parent, GM, have begun to rebound from recessionary levels of vehicle sales. As GM's captive finance subsidiary, we intend to
provide financing solutions to GM dealers in specific market segments that are at times underserved or that we believe may benefit from
additional competition, including U.S. subprime loans, U.S. and Canadian leases and dealer wholesale and commercial lending. We expect
that our volume of GM new originations and the percentage of our total originations represented by GM new vehicles will continue to
increase. In addition, we will continue to remain a valuable financing source for subprime auto loans to non-GM dealers.
Maintain disciplined underwriting, credit risk management and servicing
We view our proprietary scoring model for credit risk assessment and risk-based pricing as key to properly executing our business
strategy. In order to fully align with GM's sales strategy, we have transitioned to five sales regions consistent with GM's marketing regions
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Amendment No. 3 to Form S-4
and 16 credit centers located within those regions. These regionally focused credit centers underwrite both loans and leases, and house full
sales and underwriting teams. We believe the regional presence provided by our credit centers enables us to be more responsive to dealer
concerns and local market conditions. Our servicing activities are performed in four regional servicing centers. We utilize monthly billing
statements, predictive dialing systems and behavioral assessment models to efficiently service our loan portfolio. These behavioral models
help us develop servicing strategies for the portfolio or for targeted account groups within the portfolio.
Focus on maintaining strength of balance sheet and liquidity
As of September 30, 2011, we had available liquidity of $1.5 billion, including our $300 million line of credit with GM, and had credit
facilities totaling $3.2 billion for new and used loan and lease originations in the U.S. and Canada. While we have no commitment, we expect
that our revolving credit facility with GM will be extended and increased as necessary to support our liquidity. Furthermore, as of
September 30, 2011, our balance sheet reflects tangible net worth of $2.7 billion, equal to 22% of total assets and 24% of tangible assets. As
we grow our business, we expect to continue to focus on maintaining adequate levels of liquidity. We have historically financed, and expect
to continue to finance, our business operations through a variety of sources including credit facilities, securitization transactions and
unsecured term debt. We have a long history of successfully securitizing auto loans and anticipate continuing to use the securitization market
as our primary funding source. Since 1994, we have completed 78 securitization transactions totaling over $67.5 billion of auto loans. We also
intend to access the unsecured debt markets from time to time depending on prevailing conditions in the capital markets.

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Corporate Information
We were incorporated in Texas on May 18, 1988, and succeeded to the business, assets and liabilities of a predecessor corporation
formed under the laws of Texas on August 1, 1986. Our predecessor began operations in March 1987, and the business has been operated
continuously since that time. Our principal executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas, 76102 and our
telephone number is (817) 302-7000.
Recent Developments
On November 9, 2011, we announced our September 30, 2011 quarterly operating results. Loan originations were $1.4 billion for the
quarter ended September 30, 2011, up 1% sequentially compared to $1.3 billion for the quarter ended June 30, 2011 and up 42% compared to
$959 million for the quarter ended September 30, 2010. Lease originations were $189 million for the quarter ended September 30, 2011,
compared to $173 million for the quarter ended June 30, 2011. Loan and lease financing for new GM vehicles accounted for 39% of total
originations volume for the nine months ended September 30, 2011, compared to 13% for the nine months ended September 30, 2010.
Finance receivables totaled $9.4 billion and leased vehicles, net, totaled $564 million at September 30, 2011.
Finance receivables 31-to-60 days delinquent were 4.7% of the portfolio at September 30, 2011, compared to 6.2% at September 30,
2010. Accounts more than 60 days delinquent were 1.7% of the portfolio at September 30, 2011, compared to 2.5% a year ago. Annualized
net credit losses (which include charge-offs and write-offs of contractual amounts on the pre-acquisition portfolio and is a non-GAAP
measure, see Page 64 for reconciliation) were 3.0% of average finance receivables for the quarter ended September 30, 2011, compared to
5.4% for the quarter ended September 30, 2010. See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."

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The Exchange Offer
The exchange offer relates to the exchange of up to $500,000,000 aggregate principal amount of outstanding old notes for an equal
aggregate principal amount of Notes. The form and terms of the Notes are identical in all material respects to the form and terms of the
corresponding outstanding old notes, except that the Notes will be registered under the Securities Act, and therefore they will not bear legends
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Document Outline

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