Obligation GM Financial Co. Inc. 4.375% ( US37045XAQ97 ) en USD

GM Financial Co. Inc.

100 % ▼

Etas-Unis

US37045XAQ97 ( en USD )

4.375% par an ( paiement semestriel )

24/09/2021 - Obligation échue

Prospectus brochure de l'obligation General Motors Financial Co. Inc US37045XAQ97 en USD 4.375%, échue

1 000 USD

1 250 000 000 USD

37045XAQ9

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

General Motors Financial Company Inc. (GM Financial) est une société de services financiers qui offre des prêts automobiles, des contrats de location et d'autres services financiers aux clients de General Motors et à d'autres clients aux États-Unis et à l'international.

L'obligation General Motors Financial Co. Inc. (ISIN : US37045XAQ97, CUSIP : 37045XAQ9), émise aux États-Unis pour un montant total de 1 250 000 000 USD, échéant le 24/09/2021, avec un taux d'intérêt de 4,375 %, a été remboursée à son prix de marché de 100 % à la date d'échéance, et était cotée BBB par Standard & Poor's et Baa3 par Moody's, avec une taille minimale d?achat de 1 000 USD et des paiements semestriels.

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424B2 1 d781513d424b2.htm 424B2
Table of Contents
File d pursua nt t o Rule 4 2 4 (b)(2 )
SEC File N o. 3 3 3 -1 9 6 5 3 1

PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d J une 1 6 , 2 0 1 4 )
$ 2 ,0 0 0 ,0 0 0 ,0 0 0

GEN ERAL M OT ORS FI N AN CI AL COM PAN Y , I N C.
$ 7 5 0 ,0 0 0 ,0 0 0 3 .0 0 0 % Se nior N ot e s due 2 0 1 7
$ 1 ,2 5 0 ,0 0 0 ,0 0 0 4 .3 7 5 % Se nior N ot e s due 2 0 2 1

General Motors Financial Company, Inc. ("GM Financial") is offering $750,000,000 aggregate principal amount of its 3.000% Senior Notes due 2017 (the "2017
Notes") and $1,250,000,000 aggregate principal amount of its 4.375% Senior Notes due 2021 (the "2021 Notes" and together with the 2017 Notes, the "Notes"). Interest
will accrue on the Notes from September 25, 2014 and the first interest payment will be March 25, 2015. We may redeem some or all of the Notes at any time before
maturity at the applicable "make-whole" price set forth under "Description of the Notes--Optional Redemption."
The Notes will be guaranteed by our principal United States operating subsidiary, AmeriCredit Financial Services, Inc. ("AFSI"), on a senior unsecured basis and,
under certain circumstances, will be guaranteed by certain of our other subsidiaries. All guarantees of the Notes (including the AFSI guarantee) will be automatically and
unconditionally released and discharged when, among other things, the Notes have obtained an investment grade rating and the guarantors no longer guarantee the
obligations under our currently outstanding 4.75% Senior Notes due 2017 (the "Existing 2017 Notes") and 6.75% Senior Notes due 2018 (the "Existing 2018 Notes") and
are not guarantors or issuers of certain other indebtedness. See "Description of the Notes." We must offer, under certain circumstances, to purchase the Notes if we
experience specific kinds of changes of control prior to GM Financial obtaining an investment grade rating. See "Description of the Notes--Certain Covenants--Change of
Control."
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.

I nve st ing in t he N ot e s involve s risk s. Se e "Risk Fa c t ors " be ginning on pa ge S -9 of t his prospe c t us
supple m e nt .

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he se se c urit ie s
or pa sse d upon t he a de qua c y or a c c ura c y of t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he
c ont ra ry is a c rim ina l offe nse .

Pe r 2 0 1 7 N ot e
T ot a l

Pe r 2 0 2 1 N ot e
T ot a l

Public offering price(1)

100.0%
$750,000,000

100.0%
$1,250,000,000
Underwriting discounts and commissions

0.875%
$
6,562,500

0.875%
$
10,937,500
Proceeds, before expenses, to us(1)

99.125%
$743,437,500

99.125%
$1,239,062,500
(1) Plus accrued interest, if any, from September 25, 2014.
The underwriters expect to deliver the Notes to the purchasers in book-entry only form through the facilities of The Depository Trust Company on or about September
25, 2014.

Joint Book-Running Managers

De ut sc he Ba nk
Bra de sc o BBI
Goldm a n,
Lloyds Se c urit ie s
M orga n St a nle y
Se c urit ie s

Sa c hs & Co.

Co-Managers

BB Se c urit ie s
CI BC
RBC Ca pit a l M a rk e t s Sa ndle r O'N e ill +
Sc ot ia ba nk

Pa rt ne rs, L.P.

Loop Ca pit a l M a rk e t s

Sie be rt Ca pit a l M a rk e t s
The date of this prospectus supplement is September 22, 2014.
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Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-2
RISK FACTORS
S-9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-18
USE OF PROCEEDS
S-19
CAPITALIZATION
S-20
RATIO OF EARNINGS TO FIXED CHARGES
S-21
DESCRIPTION OF THE NOTES
S-22
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-43
CERTAIN ERISA CONSIDERATIONS
S-48
UNDERWRITING
S-50
LEGAL MATTERS
S-56
EXPERTS
S-56
WHERE YOU CAN FIND MORE INFORMATION
S-56
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-57
Prospe c t us

ABOUT THIS PROSPECTUS
ii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
iii
WHERE YOU CAN FIND MORE INFORMATION
iv
ABOUT GENERAL MOTORS FINANCIAL COMPANY, INC.
1
RISK FACTORS
1
USE OF PROCEEDS
1
RATIO OF EARNINGS TO FIXED CHARGES
2
SECURITIES WE MAY OFFER
3
DESCRIPTION OF DEBT SECURITIES
3
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES
13
PLAN OF DISTRIBUTION
14
EXPERTS
15
LEGAL MATTERS
16

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Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
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.
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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.

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Table of Contents
PROSPECT U S SU PPLEM EN T SU M M ARY
This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus
supplement and the accompanying prospectus and may not contain all of the information that may be important to you. You
should carefully read this together with the entire prospectus supplement and the accompanying prospectus, and the
documents incorporated by reference, including the "Risk Factors" section, and our financial statements and the notes to those
financial statements.
Unless otherwise stated or the context otherwise requires, as used in this prospectus supplement, the words "Company,"
"GM Financial," "we," "us," and "our" refer to General Motors Financial Company, Inc. and its subsidiaries; "Ally" refers to Ally
Financial Inc.; "GM" refers to General Motors Company; the "International Segment" refers to our auto finance and financial
services operations conducted in Europe and Latin America; the "North America Segment" refers to our auto finance and
financial services operations conducted in the United States and Canada; "Europe" refers to Germany, the United Kingdom,
Austria, France, Italy, Switzerland, Sweden, Belgium, the Netherlands, Luxembourg, Spain, Greece and Portugal; and "Latin
America" refers to Mexico, Chile, Colombia and Brazil.
As of the date of this prospectus, we and Ally are parties to an agreement providing for our acquisition of Ally's equity
interest in GMAC-SAIC Automotive Finance Company Limited ("GMAC-SAIC"), a joint venture, which conducts auto finance
and financial services in China. This agreement is subject to certain regulatory and other approvals. As of the date of this
prospectus supplement, we consider it probable that our acquisition of Ally's interest in GMAC-SAIC will occur in late 2014 or
as soon as practicable thereafter.
Ove rvie w
GM Financial, the wholly-owned captive finance subsidiary of GM, is a global provider of automobile financing solutions.
As of June 30, 2014, our portfolio consisted of $37.0 billion of auto loans and leases and commercial dealer loans, comprised
of $19.1 billion in North America and $17.9 billion internationally. We have been operating in the automobile finance business
in North America since September 1992. Our strategic relationship with GM began in September 2009, and we were acquired
by GM in October 2010 to provide captive financing capabilities to strategic and underserved segments of GM's U.S. markets.
Additionally, we maintain a significant share of the sub-prime auto finance market for used vehicles in North America,
supporting used vehicle sales by both GM and non-GM-franchised dealerships. In 2013, we expanded the markets we serve by
acquiring the operations of our International Segment, which currently provides us with the ability to serve GM dealers and
consumers in Europe and Latin America. Upon completion of the acquisition of the equity interest in GMAC-SAIC from Ally, we
will have a global footprint that covers approximately 80% of GM's worldwide vehicle sales and includes both prime and sub-
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prime capabilities for auto loans and leases and broad commercial lending capabilities for GM-franchised dealerships.
Corpora t e I nform a t ion
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.

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Re c e nt De ve lopm e nt s
On September 4, 2014, GM Financial and GM entered into a Support Agreement (the "Support Agreement"). Pursuant to
the Support Agreement, if our earning assets leverage as of the end of any calendar quarter is higher than the applicable ratio
set forth in the Support Agreement, we may require GM to make or cause to be made funding to us in an amount and form
sufficient to cause such earning assets leverage to be equivalent to such ratio. Our earning assets leverage is equal to net
earning assets divided by adjusted equity. Our net earning assets are finance receivables, net, and leased vehicles, net, and
our adjusted equity is equity net of goodwill and inclusive of outstanding junior subordinated debt, as each may be adjusted for
derivative accounting from time to time. As of June 30, 2014, our earning assets leverage ratio, calculated as per the terms of
the Support Agreement, was 6.7, which is below the current applicable support ratio of 8.0. Additionally, the Support
Agreement provides that so long as any unsecured debt securities remain outstanding at GM Financial or any of our
subsidiaries for which we have entered into guarantee or credit support agreements, GM will, directly or indirectly, own all of
our outstanding voting shares. GM also agreed to certain provisions intended to ensure that we maintain adequate access to
liquidity. GM extended an intercompany junior subordinated revolving credit facility to GM Financial to provide up to $1 billion of
liquidity if needed during the term of the Support Agreement. This facility, which is subordinate to our senior unsecured and
secured debt, replaced the previous $600 million line of credit from GM. The Support Agreement also provides that GM will use
commercially reasonable efforts to ensure that GM Financial will continue to be designated as a subsidiary borrower on up to
$4 billion of GM's corporate revolving line of credit through its termination date. The description of the Support Agreement is a
summary and does not purport to be complete, and is qualified in its entirety by reference to the copy of the Support
Agreement attached as Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission, or SEC, on
September 4, 2014, which is incorporated herein by reference.
On July 28, 2014, we were served with a subpoena by the U.S. Department of Justice directing us to produce certain
documents relating to our and our subsidiaries' and affiliates' origination and securitization of subprime automobile loans since
2007 in connection with an investigation by the U.S. Department of Justice in contemplation of a civil proceeding for potential
violations of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. Among other matters, the subpoena
requests information relating to the underwriting criteria used to originate these automobile loans and the representations and
warranties relating to those underwriting criteria that were made in connection with the securitization of the automobile loans.

S-3
Table of Contents
T he Offe ring
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
$750,000,000 aggregate principal amount of 3.000% Notes due 2017
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$1,250,000,000 aggregate principal amount of 4.375% Notes due 2021

Maturity Date
September 25, 2017 for the 2017 Notes
September 25, 2021 for the 2021 Notes

Interest Payment Dates
March 25 and September 25, of each year, beginning March 25, 2015

Interest
3.000% per year for the 2017 Notes
4.375% per year for the 2021 Notes

Guarantor
The Notes will be guaranteed by our principal United States operating
subsidiary, AFSI, on a senior unsecured basis and, under certain
circumstances, certain of our other subsidiaries. The obligations of all
guarantors of the Notes to guarantee the Notes will be automatically and
unconditionally released and discharged when, among other things, the Notes
have obtained an investment grade rating from at least two out of three
specified rating agencies and the guarantors no longer guarantee the
obligations under the Existing 2017 Notes and the Existing 2018 Notes and are
not guarantors or issuers of certain other indebtedness. See "Description of
the Notes--Subsidiary Guarantee" and "--Certain Covenants--Additional
Guarantees."

Ranking
The Notes will be our and the guarantor's unsecured senior obligations. The
Notes will rank equal in right of payment with all of such entities' existing and
future senior indebtedness, including guarantees, and will rank senior in right
of payment to all of such entities' existing and future subordinated
indebtedness; however, the Notes will be effectively subordinated to all of our
and the guarantor's secured indebtedness to the extent of the value of the
collateral securing such indebtedness. The Notes will also be structurally
subordinated to the indebtedness and other obligations of our subsidiaries that
do not guarantee the Notes with respect to the assets of such entities. As of
June 30, 2014, after giving effect to the incurrence of $1.5 billion of senior
notes on July 10, 2014, on a pro forma

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basis assuming the incurrence by us of $2.0 billion in Notes, we and the
guarantor would have had $7.5 billion of indebtedness (of which none would
have been secured indebtedness). As of June 30, 2014, on a pro forma basis,

our subsidiaries that will not guarantee the Notes would have had $30.5 billion
of credit facilities, securitization notes payable and other liabilities and $40.7
billion of assets, and, after giving effect to the issuance of the Notes, on a pro
forma basis, 94.6% of our consolidated total assets.

Certain Covenants
We will issue the Notes under supplemental indentures 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 September 25, 2014,
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 the first and second supplemental indentures to the base
indenture, as the "indenture." The indenture governing the Notes will contain a
covenant limiting our ability to sell all or substantially all of our assets or merge
or consolidate with or into other companies; and a covenant limiting our and
our restricted subsidiaries' ability to incur liens. These covenants are subject to
a number of important limitations and exceptions and in many circumstances
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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."

Change of Control
Upon a change of control, we will be required to offer to purchase the Notes at
a price equal to 101% of their principal amount plus accrued and unpaid
interest, if any, to the date of purchase. See "Description of the Notes--Certain
Covenants--Change of Control."

If at any time the credit rating of the Company is investment grade from at
least two out of three specified rating agencies, then this change of control

covenant will cease to apply to the Notes. See "Description of the Notes--
Certain Covenants--Change of Control."

Optional Redemption
We may redeem some or all of the Notes at our option at any time before
maturity at the applicable "make-whole" prices described under "Description of
the Notes--Optional Redemption."

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately
$1.98 billion, after deducting the underwriters' discounts and commissions and
the

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estimated expenses of this offering. The net proceeds from this offering will be
added to our general funds and will be available for general corporate

purposes. See "Use of Proceeds" and "Risk Factors--Risks Related to the
Notes."

Absence of a Public Market for the Notes
The Notes are new issues of securities for which there is no established
market. Accordingly, there can be no assurance that a market 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. 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, 2013 and in our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2014 and June 30, 2014, as well as the other
reports we file from time to time with the SEC that are incorporated by
reference in this prospectus supplement and the accompanying prospectus.

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Sum m a ry H ist oric a l Consolida t e d Fina nc ia l a nd Ot he r Da t a
The tables below summarize selected financial information for the years ended December 31, 2013, 2012 and 2011, which
were derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended
December 31, 2013. The following tables also present summary financial data for the six months ended June 30, 2014 and
2013, which we derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on
Form 10-Q for the six months ended June 30, 2014. In our opinion, this interim data reflects all adjustments, consisting only of
normal recurring adjustments, necessary to fairly present the data for such interim periods. Operating results for interim periods
are not necessarily indicative of the results that may be expected for a full year.
You should read this data in conjunction with, and it is qualified by reference to, the sections entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations," in 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,
2013 and our Quarterly Report on Form 10-Q for the six months ended June 30, 2014, which are contained elsewhere or
incorporated by reference herein.

Six M ont hs
Ende d

Y e a r Ende d De c e m be r 3 1 ,

J une 3 0 ,

2 0 1 3
2 0 1 2
2 0 1 1
2 0 1 4
2 0 1 3

(in m illions)

Ope ra t ing Da t a :

Re ve nue

Finance charge income

$2,563
$1,594
$1,247
$1,712
$1,062
Other revenue

781

366

163

576

314

3,344
1,960
1,410
2,288
1,376

Cost s a nd e x pe nse s

Operating expenses

770

398

339

549

299
Leased vehicles expenses

453

211

67

335

181
Provision for loan losses

475

304

178

248

194
Interest expense

721

283

204

669

246
Acquisition and integration expenses

42

20

--

--

22

2,461
1,216

788
1,801

942

Income before income taxes

883

744

622

487

434
Income tax provision

317

281

236

167

150

Net income

$ 566
$ 463
$ 386
$ 320
$ 284

Comprehensive income

$ 580
$ 467
$ 377
$ 374
$ 219

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Six M ont hs
Ende d

Y e a r Ende d De c e m be r 3 1 ,

J une 3 0 ,

2 0 1 3

2 0 1 2

2 0 1 1

2 0 1 4

2 0 1 3

(in m illions)

Ba la nc e She e t Da t a :

Cash and cash equivalents

$ 1,074
$ 1,289
$
572
$ 1,412
$ 1,757
Finance receivables, net

29,282
10,998
9,162
31,545
22,945
Leased vehicles, net

3,383
1,703

809
4,748
2,655
Goodwill

1,240
1,108
1,108
1,245
1,158
Total assets

37,990
16,197
13,043
42,359
30,585
Secured debt

22,073
9,378
8,037
25,006
17,548
Unsecured debt

6,973
1,500

501
7,596
5,238
Intercompany taxes payable

643

559

300

891

644
Total liabilities

31,705
11,818
9,120
35,692
24,683
Shareholder's equity

6,285
4,379
3,923
6,667
5,902
Tangible net worth

4,981
3,271
2,814
5,368
4,733

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Six M ont hs
Ende d

Y e a r Ende d De c e m be r 3 1 ,

J une 3 0 ,

2 0 1 3

2 0 1 2

2 0 1 1

2 0 1 4

2 0 1 3

(in m illions)

Origina t ion V olum e :

Consumer loan origination volume

$ 9,597 $ 5,579 $ 5,085 $ 7,045 $ 3,827
Consumer lease origination volume

2,830 1,343
987 2,322 1,454

Total consumer origination volume

$12,427 $ 6,922 $ 6,072 $ 9,367 $ 5,281

Port folio Da t a :

Consumer finance receivables

$23,250 $10,993 $ 9,680 $25,130 $18,617
Consumer leases

3,383 1,703
809 4,748 2,655
Commercial finance receivables

6,700
560
-- 7,114 4,961

Total earning assets

33,333 13,256 10,489 36,992 26,233

Average earning assets

24,557 11,923 9,540 34,839 19,576
Cre dit Pe rform a nc e Da t a :

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

1.9%
2.5%
3.2%
1.6%
1.8%
Delinquencies greater than 60 days as a percentage of
consumer finance receivables

1.7%
2.1%
1.9%
1.6%
1.4%

Six M ont hs
Ende d

Y e a r Ende d De c e m be r 3 1 ,

J une 3 0 ,

2 0 1 3
2 0 1 2
2 0 1 1
2 0 1 4
2 0 1 3

(in m illions)

Ot he r Da t a :

Ratio of total debt to total equity

4.6x
2.5x
2.2x
4.9x
3.9x
Ratio of ending earning assets to tangible net worth

6.7x
4.1x
3.7x
6.9x
5.5x
Available liquidity(1)

$3,939
$2,938
$1,553
$4,805
$4,081
(1) Available liquidity includes unrestricted cash and cash equivalents, secured borrowing capacity on unpledged eligible assets, and unsecured borrowing
capacity.

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RI SK FACT ORS
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, 2013 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014
and June 30, 2014, 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.
T he re gula t ory e nvironm e nt in w hic h t he c onsum e r fina nc e indust ry ope ra t e s c ould ha ve a m a t e ria l
a dve rse e ffe c t on our busine ss a nd ope ra t ing re sult s.
As an entity operating in the financial services sector, we are required to comply with a wide variety of laws and regulations
that may be costly to adhere to and may affect both our operating results and our ability to service our loan receivables.
Compliance with these laws and regulations requires that we maintain forms, processes, procedures, controls and the infrastructure
to support these requirements and these laws and regulations often create operational constraints both on our ability to implement
servicing procedures and on pricing. Laws in the financial services industry are designed primarily for the protection of consumers.
The failure to comply with these laws could result in significant statutory civil and criminal penalties for us, monetary damages,
attorneys' fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer relationships.
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In July 2010, President Obama signed into law the Dodd- Frank Wall Street Reform and Consumer Protection Act, or the
Dodd-Frank Act. The Dodd-Frank Act is extensive and significant legislation that, among other things, strengthens the regulatory
oversight of securities and capital markets activities by the SEC and increases the regulation of the securitization markets. The
various requirements of the Dodd-Frank Act, including the many implementing regulations which have yet to be released, may
substantially impact the origination, servicing and securitization program of our subsidiaries.
The Dodd-Frank Act also created the Consumer Financial Protection Bureau, or CFPB, a federal agency that has extensive
rulemaking and enforcement authority and that began operating in 2011. The CFPB and the Federal Trade Commission, or FTC,
have recently become more active in investigating the products, services and operations of credit providers, including banks and
other finance companies engaged in auto finance activities, such as us. The CFPB has recently indicated an intention to review the
actions of indirect auto finance companies such as us with regard to pricing activities and issued a bulletin to such lenders on how
to limit fair lending risk under the Equal Credit Opportunity Act. On September 17, 2014, the CFPB proposed supervising the
largest nonbank auto lenders such as us, which is the initial step that is expected to lead to examinations of such nonbank auto
lenders as early as the end of 2014 or in 2015. Gaining supervisory power over nonbank lenders such as us will allow the agency
to conduct comprehensive and rigorous on-site examinations that could result in enforcement actions, fines, regulatorily mandated
process, procedure or product-related changes or

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consumer refunds if violations of law are found. Additionally, there have been recent news reports indicating that the CFPB is
investigating banks and finance companies over the sale and financing of extended warranties and other add-on products. Both the
FTC and the CFPB have announced various enforcement actions against lenders beginning in 2012 involving significant penalties,
cease and desist orders, and similar remedies that, if applicable to auto finance providers and to products, services and operations
of the nature offered by us, may require us to cease or alter certain business practices, which could have a material adverse effect
on our financial condition and results of operations.
On July 28, 2014, we were served with a subpoena by the U.S. Department of Justice directing us to produce certain
documents relating to our and our subsidiaries' and affiliates' origination and securitization of subprime automobile loans since 2007
in connection with an investigation by the U.S. Department of Justice in contemplation of a civil proceeding for potential violations
of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989. Among other matters, the subpoena requests
information relating to the underwriting criteria used to originate these automobile loans and the representations and warranties
relating to those underwriting criteria that were made in connection with the securitization of the automobile loans. This investigation
could result in a wide range of potential outcomes. No assurance can be given that the ultimate outcome of the investigation or any
resulting proceedings would not materially and adversely affect us or any of our subsidiaries and affiliates, or the interests of the
noteholders.
In addition to the foregoing and the risk factors incorporated by reference herein, you should consider the additional risk
factors below:
Risk s Re la t e d t o t he N ot e s
Our subst a nt ia l inde bt e dne ss c ould a dve rse ly a ffe c t our fina nc ia l he a lt h a nd pre ve nt us from fulfilling our
obliga t ions unde r t he N ot e s.
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. We have also entered into
intercompany loan agreements with several of our subsidiaries in Europe and Latin America, providing these companies with
access to our liquidity to support originations and other activities. As of June 30, 2014, we have guaranteed approximately $1.7
billion in such indebtedness and have entered into $3.2 billion in intercompany loan agreements with our subsidiaries in Europe
and Latin America, of which $1.7 billion is currently outstanding. 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.
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The degree to which we are leveraged creates risks, including:

· we may be unable to satisfy our obligations under our outstanding indebtedness;

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· 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 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.
Be c a use of our holding c om pa ny st ruc t ure a nd t he se c urit y int e re st s our subsidia rie s ha ve gra nt e d in t he ir
a sse t s, t he re pa ym e nt of t he N ot e s w ill be e ffe c t ive ly subordina t e d t o subst a nt ia lly a ll of our ot he r de bt .
The Notes will be our unsecured obligations. The Notes will be effectively junior in right of payment to all of our secured
indebtedness. Holders of any secured indebtedness of ours, our subsidiaries and our securitization trusts will have claims that are
prior to the claims of the holders of any debt securities issued by us with respect to the assets securing our other indebtedness.
Notably, substantially all of our receivables have been pledged to secure the repayment of debt issued under our credit or other
secured funding facilities or, in securitization transactions. Any debt securities issued by us, including the Notes, will effectively rank
junior to that secured indebtedness. As of June 30, 2014, the aggregate amount of our subsidiaries' indebtedness was
approximately $28.6 billion, of which $25.0 billion was secured debt.
If we defaulted under our obligations under any of our secured debt, our secured lenders could proceed against the collateral
granted to them to secure that indebtedness. If any secured indebtedness were to be accelerated, there can be no assurance that
our assets would be sufficient to repay in full that indebtedness and our other indebtedness, including the Notes. In addition, upon
any distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganization or similar proceeding, the holders of
secured indebtedness will be entitled to receive payment in full from the proceeds of the collateral securing our secured
indebtedness before the holders of the Notes will be entitled to receive any payment with respect thereto. As a result, the holders
of the Notes may recover proportionally less than holders of secured indebtedness.
T o se rvic e our de bt , w e w ill re quire a signific a nt a m ount of c a sh. Our a bilit y t o ge ne ra t e c a sh de pe nds on
m a ny fa c t ors.
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

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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:

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Document Outline

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