Obligation General Motors Inc. 4% ( US37045XAS53 ) en USD

General Motors Inc.

99.954 % ▲

Etats-unis

US37045XAS53 ( en USD )

4% par an ( paiement semestriel )

14/01/2025 - Obligation échue

Prospectus brochure de l'obligation General Motors Co US37045XAS53 en USD 4%, échue

2 000 USD

1 000 000 000 USD

37045XAS5

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

General Motors Co. est un constructeur automobile multinational américain qui conçoit, fabrique et vend des véhicules sous diverses marques, notamment Chevrolet, Buick, GMC et Cadillac.

Une analyse approfondie concerne l'obligation émise par General Motors Co, identifiée sous le code ISIN US37045XAS53 et le code CUSIP 37045XAS5. General Motors Co, un acteur majeur de l'industrie automobile mondiale dont le siège est aux États-Unis, est reconnu pour sa production diversifiée de véhicules et son rôle significatif dans l'économie américaine et internationale, justifiant son statut d'émetteur de dettes sur les marchés financiers internationaux. Cette obligation, libellée en dollars américains (USD), présentait un taux d'intérêt nominal de 4%, avec une fréquence de paiement semi-annuelle. La taille totale de l'émission s'élevait à 1 milliard de dollars (1 000 000 000 USD), avec une taille minimale d'acquisition fixée à 2 000 USD. Sur le marché secondaire, son prix était observé à 99,954% de sa valeur nominale. Il est important de noter que cette obligation a atteint sa date d'échéance, fixée au 14 janvier 2025, et a été intégralement remboursée, signalant une clôture réussie de l'opération pour les investisseurs et l'émetteur. Du point de vue de la solvabilité, l'obligation bénéficiait de notations de crédit de 'BBB' par Standard & Poor's (S&P) et de 'Baa2' par Moody's, reflétant une qualité d'investissement moyenne supérieure.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-199181
CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)(2)
Floating Rate Notes due 2020

$250,000,000

$29,050
3.150% Senior Notes due 2020

$1,000,000,000

$116,200
4.000% Senior Notes due 2025

$1,000,000,000

$116,200
Guarantees of debt securities(3)

--

--
Total

--

$261,450

(1)
The registration fee, calculated in accordance with Rule 457(r), is being transmitted to the SEC on a deferred basis pursuant to Rule 456(b).
(2)
Pursuant to Rule 457(p), $193,200 of the registration fee is being offset by the registration fee previously paid in connection with securities registered by General Motors Financial
Company, Inc. under Registration Statement No. 333-196531, initially filed with the Securities and Exchange Commission on June 5, 2014.
(3)
The subsidiaries of General Motors Financial Company, Inc. that are named as additional registrants may fully and unconditionally guarantee the debt securities of General Motors
Financial Company, Inc. No separate consideration will be received for any guarantee of debt securities. Accordingly, pursuant to Rule 457(n) of the Securities Act, no separate
filing fee is required. The guarantees will not be traded separately.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 6, 2014)

$2,250,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.

$250,000,000 Floating Rate Notes due 2020
$1,000,000,000 3.150% Senior Notes due 2020
$1,000,000,000 4.000% Senior Notes due 2025

General Motors Financial Company, Inc. ("GM Financial") is offering $250,000,000 aggregate principal amount of its Floating Rate Notes due 2020 (the "Floating Rate Notes"),
$1,000,000,000 aggregate principal amount of its 3.150% Senior Notes due 2020 (the "2020 Notes") and $1,000,000,000 aggregate principal amount of its 4.000% Senior Notes due 2025
(the "2025 Notes" and together with the Floating Rate Notes and the 2020 Notes, the "Notes"). The Floating Rate Notes will bear interest at a rate, reset quarterly, equal to three-month
LIBOR plus 1.560%. Interest will accrue on the Floating Rate Notes from January 12, 2015 and GM Financial will pay interest on the Floating Rate Notes quarterly on January 15, April 15,
July 15 and October 15 of each year, beginning on April 15, 2015. The Floating Rate Notes will mature on January 15, 2020. Interest will accrue on the 2020 Notes and 2025 Notes from
January 12, 2015 and GM Financial will pay interest on the 2020 Notes and 2025 Notes semi-annually on January 15 and July 15 of each year, beginning on July 15, 2015. We may not
redeem the Floating Rate Notes prior to maturity. At our option, we may redeem either or both of the 2020 Notes and the 2025 Notes offered hereby, in whole or in part, at any time and
from time to time before their respective maturities at the redemption prices set forth under "Description of the Notes--Optional Redemption."

The Notes will be guaranteed by our principal United States operating subsidiary, AmeriCredit Financial Services, Inc. ("AFSI"), on a senior unsecured basis and, under certain
circumstances, will be guaranteed by certain of our other subsidiaries. All guarantees of the Notes (including the AFSI guarantee) will be automatically and unconditionally released and
discharged when, among other things, the 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.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Floating

Rate Note
Total

Per 2020 Note

Total

Per 2025 Note

Total

Public offering price(1)

100.000%
$250,000,000

99.880%
$998,800,000

99.478%
$994,780,000
Underwriting discounts and commissions

0.700%
$ 1,750,000

0.700%
$
7,000,000

0.700%
$
7,000,000
Proceeds, before expenses, to us

99.300%
$248,250,000

99.180%
$991,800,000

98.778%
$987,780,000

(1) Plus accrued interest, if any, from January 12, 2015.

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 January 12, 2015.
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Joint Book-Running Managers
Citigroup
Barclays
Credit Agricole CIB
Credit Suisse
RBS

Co-Managers
Mizuho Sandler O'Neill + Partners, L.P. SOCIETE GENERALE CastleOak Securities, L.P. Guzman & Company Lebenthal Capital Markets
Securities

The date of this prospectus supplement is January 7, 2015.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
PROSPECTUS SUPPLEMENT SUMMARY

S-2
RISK FACTORS

S-9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

S-16
USE OF PROCEEDS

S-17
CAPITALIZATION

S-18
RATIO OF EARNINGS TO FIXED CHARGES

S-19
DESCRIPTION OF THE NOTES

S-20
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-41
CERTAIN ERISA CONSIDERATIONS

S-46
UNDERWRITING

S-48
LEGAL MATTERS

S-53
EXPERTS

S-53
WHERE YOU CAN FIND MORE INFORMATION

S-53
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-53

Prospectus

ABOUT THIS PROSPECTUS

1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

3
WHERE YOU CAN FIND MORE INFORMATION

4
ABOUT GENERAL MOTORS FINANCIAL COMPANY, INC.

5
RISK FACTORS

6
USE OF PROCEEDS

7
RATIO OF EARNINGS TO FIXED CHARGES

8
SECURITIES WE MAY OFFER

9
DESCRIPTION OF DEBT SECURITIES

10
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

21
PLAN OF DISTRIBUTION

21
EXPERTS

21
LEGAL MATTERS

21

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes certain matters relating to us and the specific terms of this offering of Notes and
also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus. The second part is the accompanying prospectus, which gives more general information about securities we may offer from time to time.

We have not, and the underwriters have not, authorized anyone to provide you with information other than that contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take any responsibility for,
or provide any assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus supplement, the accompanying prospectus or
any free writing prospectus prepared by or on behalf of us or to which we have referred you is accurate as of their respective dates. The information in documents incorporated by reference
in this prospectus supplement and the accompanying prospectus is accurate as of the respective dates of those documents. To the extent the information contained in this prospectus
supplement differs or varies from the information contained in the accompanying prospectus, the information in this prospectus supplement will control. To the extent the information
contained in this prospectus supplement differs or varies from the information contained in a document we have incorporated by reference into this prospectus supplement or the
accompanying prospectus, you should rely on the information in the more recent document.

Before you decide to invest in the Notes, you should carefully read this prospectus supplement, the accompanying prospectus, the registration statement described in the
accompanying prospectus (including the exhibits thereto) and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The incorporated
documents are described in this prospectus supplement under the caption "Incorporation of Certain Documents by Reference."

We are not making offers to sell the Notes or soliciting offers to purchase the Notes in any jurisdiction in which such an offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

S-1
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Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus supplement and the accompanying prospectus and may not
contain all of the information that may be important to you. You should carefully read this together with the entire prospectus supplement and the accompanying prospectus, and the
documents incorporated by reference, including the "Risk Factors" section, and our financial statements and the notes to those financial statements.

Unless otherwise stated or the context otherwise requires, as used in this prospectus supplement, the words "Company," "GM Financial," "we," "us," and "our" refer to
General Motors Financial Company, Inc. and its subsidiaries; "GM" refers to General Motors Company; the "International Segment" refers to our auto finance and financial
services operations conducted in Europe, Latin America and China; the "North America Segment" refers to our auto finance and financial services operations conducted in the
United States and Canada; "Europe" refers to Germany, the United Kingdom, Austria, France, Italy, Switzerland, Sweden, Belgium, the Netherlands, Luxembourg, Spain, Greece and
Portugal; and "Latin America" refers to Mexico, Chile, Colombia and Brazil.

Overview

GM Financial, the wholly-owned captive finance subsidiary of GM, is a global provider of automobile financing solutions. As of September 30, 2014, our portfolio consisted
of $38.2 billion of auto loans and leases and commercial dealer loans, comprised of $21.0 billion in North America and $17.2 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 in Europe and Latin America. On January 2, 2015, we completed the acquisition of an equity interest in SAIC-GMAC Automotive Finance
Company Limited (formerly known as GMAC-SAIC Automotive Finance Company Limited) ("SAIC-GMAC"), a joint venture that conducts auto finance operations in China, from
Ally Financial Inc. As a result of the completion of this acquisition, our global footprint now covers over 80% of GM's worldwide vehicle sales and includes both prime and sub-
prime capabilities for auto loans and leases and broad commercial lending capabilities for GM-franchised dealerships.

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 December 8, 2014, GM Financial and GM amended their tax sharing arrangement to provide for $296 million of deferred tax payments, that would otherwise have been
payable by GM Financial to GM, to be treated as equity contributions by GM to GM Financial. These amounts represented deferred tax amounts for the five quarters from September
2010 to December 2011.

On January 2, 2015, GM Financial and GMAC UK plc ("GMAC UK"), an indirect, wholly-owned subsidiary of GM Financial, completed a transaction under which GM
Financial and GMAC UK acquired Ally

S-2
Table of Contents
Financial Inc.`s 40% equity interest in SAIC-GMAC. GM Financial acquired a 5% equity interest and GMAC UK acquired a 35% equity interest in the joint venture. The aggregate
purchase price was approximately $1.0 billion, subject to certain post-closing adjustments. Also effective on January 2, 2015, GM Financial sold its 5% equity interest in
SAIC-GMAC to Shanghai Automotive Group Finance Company Ltd. ("SAIC FC"), a current shareholder of SAIC-GMAC, for a purchase price of RMB 737 million (approximately
$120 million), subject to certain post-closing adjustments. Payment of the purchase price for this 5% equity interest is subject to certain regulatory approvals and is due from SAIC FC
to GM Financial by May 5, 2015. As a result of these equity transfers, SAIC-GMAC is now jointly owned by SAIC FC (45%), GMAC UK (35%) and Shanghai General Motors
Company Limited (20%). GM contributed $700 million in equity to GM Financial to facilitate this acquisition.

S-3
Table of Contents
The Offering

The following summary is provided solely for your convenience. This summary is not intended to be complete. You should read the full text and more specific details about the
Notes and this offering contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more detailed description of the Notes, see "Description of the
Notes."

Issuer
General Motors Financial Company, Inc.

Securities Offered
$250,000,000 aggregate principal amount of Floating Rate Notes due 2020
$1,000,000,000 aggregate principal amount of 3.150% Senior Notes due 2020
$1,000,000,000 aggregate principal amount of 4.000% Senior Notes due 2025

Maturity Date
January 15, 2020 for the Floating Rate Notes
January 15, 2020 for the 2020 Notes
January 15, 2025 for the 2025 Notes

Interest Payment Dates
Each January 15, April 15, July 15 and October 15, beginning on April 15, 2015 for the Floating Rate Notes
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Each January 15 and July 15, beginning on July 15, 2015 for the 2020 Notes and the 2025 Notes

Interest
Floating rate, reset quarterly, equal to three-month LIBOR plus 1.560% for the Floating Rate Notes
3.150% per year for the 2020 Notes
4.000% per year for the 2025 Notes

Guarantor
The Notes will be guaranteed by our principal United States operating subsidiary, AFSI, on a senior unsecured
basis and, under certain circumstances, 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

S-4
Table of Contents
our subsidiaries that do not guarantee the Notes with respect to the assets of such entities. As of September 30,
2014, on a pro forma basis assuming the incurrence by us of $2.25 billion in Notes, we and the guarantor would
have had $9.75 billion of indebtedness (of which none would have been secured indebtedness). As of September

30, 2014, on a pro forma basis, our subsidiaries that will not guarantee the Notes would have had $28.3 billion of
credit facilities, securitization notes payable and other liabilities and $39.7 billion of assets, and, after giving
effect to the issuance of the Notes, on a pro forma basis, 89.8% of our consolidated total assets.

Certain Covenants
We will issue the Notes under a first supplemental indenture, a second supplemental indenture and a third
supplemental indenture to a base indenture, which we refer to collectively as the "indenture," each to be dated as
of January 12, 2015, between us and Wells Fargo Bank, National Association, as trustee. 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 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 not redeem the Floating Rate Notes prior to maturity. At our option, we may redeem either or both of
the 2020 Notes and the 2025 Notes offered hereby, in whole or in part, at any time and from time to time before
their respective maturities at the redemption prices set forth under "Description of the Notes--Optional
Redemption."

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $2.22 billion, after deducting the
underwriters' discounts and commissions and the estimated expenses of this offering. The net proceeds from this
offering will be added to our general funds and will be available for general corporate purposes. See "Use of
Proceeds" and "Risk Factors--Risks Related to the Notes."

S-5
Table of Contents
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
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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, June 30, 2014 and
September 30, 2014, as well as the other reports we file from time to time with the Securities and Exchange
Commission, or SEC, that are incorporated by reference in this prospectus supplement and the accompanying
prospectus.

S-6
Table of Contents
Summary Historical Consolidated Financial and Other Data

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 nine months ended
September 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 nine months
ended September 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 nine months ended September 30, 2014, which are contained elsewhere or incorporated by reference herein.

Nine Months
Ended

Year Ended December 31,

September 30,

2013
2012
2011
2014
2013

(in millions)

Operating Data:

Revenue

Finance charge income

$2,563
$1,594
$1,247
$2,595
$1,709
Other revenue

781

366

163

954

534

3,344
1,960
1,410
3,549
2,243

Costs and expenses

Operating expenses

770

398

339

846

502
Leased vehicle expenses

453

211

67

563

314
Provision for loan losses

475

304

178

408

311
Interest expense

721

283

204
1,037

414
Acquisition and integration expenses

42

20

--

--

29

2,461
1,216

788
2,854
1,570

Income before income taxes

883

744

622

695

673
Income tax provision

317

281

236

217

228

Net income

$ 566
$ 463
$ 386
$ 478
$ 445

Comprehensive income

$ 580
$ 467
$ 377
$ 260
$ 475

S-7
Table of Contents

At December 31,

At September 30,

2013

2012

2011

2014

2013

(in millions)

Balance Sheet Data:

Cash and cash equivalents

$ 1,074
$ 1,289
$
572
$ 1,517
$ 1,756
Finance receivables, net

29,282
10,998
9,162
31,722
23,867
Leased vehicles, net

3,383
1,703

809
5,796
3,100
Goodwill

1,240
1,108
1,108
1,245
1,156
Total assets

37,990
16,197
13,043
43,573
31,884
Secured debt

22,073
9,378
8,037
22,932
18,447
Unsecured debt

6,973
1,500

501
10,842
5,228
Related party taxes payable

643

559

300

877

598
Total liabilities

31,705
11,818
9,120
37,015
25,724
Shareholder's equity

6,285
4,379
3,923
6,558
6,160
Tangible net worth

4,981
3,271
2,814
5,268
4,996

At and for the
At and for the Year Ended
Nine Months Ended

December 31,

September 30,

2013

2012

2011

2014

2013

(in millions)

Origination Volume:

Consumer loan origination volume

$ 9,597
$ 5,579
$ 5,085
$11,129
$ 6,330
Consumer lease origination volume

2,830
1,343

987
4,077
2,180

Total consumer origination volume

$12,427
$ 6,922
$ 6,072
$15,206
$ 8,510

Portfolio Data:

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Consumer finance receivables

$23,250
$10,993
$ 9,680
$25,278
$19,264
Consumer leases

3,383
1,703

809
5,796
3,100
Commercial finance receivables

6,700

560

--
7,151
5,246

Total earning assets

$33,333
$13,256
$10,489
$38,225
$27,610

Average earning assets

$24,557
$11,923
$ 9,540
$35,748
$21,905
Credit Performance Data:

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

1.9%

2.5%

3.2%

1.8%

1.9%
Delinquencies greater than 60 days as a percentage of consumer finance receivables

1.7%

2.1%

1.9%

1.7%

1.5%

At December 31,

At September 30,

2013
2012
2011
2014
2013

(in millions)

Other Data:

Ratio of total debt to total equity

4.6x
2.5x
2.2x
5.2x
3.8x
Ratio of ending net earning assets to adjusted equity(1)

6.5x
3.9x
3.6x
7.0x
5.4x
Available liquidity(2)

$3,939
$2,938
$1,553
$8,002
$4,510

(1)
Under our Support Agreement with GM, net earning assets means our finance receivables, net, plus leased vehicles, net, and adjusted equity means our equity, net of goodwill
and inclusive of outstanding junior subordinated debt, as each may be adjusted for derivative accounting from time to time.
(2)
Available liquidity includes unrestricted cash and cash equivalents, secured borrowing capacity on unpledged eligible assets, and unsecured borrowing capacity.

S-8
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, 2013 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 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.

Risks Related to the Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the Notes.

We currently have a substantial amount of outstanding indebtedness. In addition, we have guaranteed a substantial amount of indebtedness incurred by our International Segment and
our principal Canadian operating subsidiary. As of September 30, 2014, we have guaranteed approximately $1.6 billion in such indebtedness. We also guarantee $626 million of Euro
Medium Term Notes issued in October 2014 pursuant to our Euro Medium Term Note Programme. 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 September 30, 2014, we have entered
into $3.2 billion in such intercompany loan agreements, of which $1.7 billion was 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.

The degree to which we are leveraged creates risks, including:

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

· we may find it more difficult to fund future credit enhancement requirements, operating costs, tax payments, capital expenditures, or general corporate expenditures;

· we may have to dedicate a substantial portion of our cash resources to payments on our outstanding indebtedness, thereby reducing the funds available for operations and future

business opportunities; and

· we may be vulnerable to adverse general economic, capital markets and industry conditions.

Our credit facilities typically require us to comply with certain financial ratios and covenants, including minimum asset quality maintenance requirements. These restrictions may
interfere with our ability to obtain financing or to engage in other necessary or desirable business activities.

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If we cannot comply with the requirements in our credit facilities, then the lenders may increase our borrowing costs, remove us as servicer or declare the outstanding debt
immediately due and payable. If our debt payments were accelerated, any assets pledged to secure these facilities might not be sufficient to fully repay the debt. These lenders may foreclose
upon their collateral, including the restricted cash in these credit facilities. These events may also result in a default under our senior note indentures. We may not be able to obtain a waiver
of these provisions or refinance our debt, if needed. In such case, our financial condition, liquidity, and results of operations would materially suffer.

Because of our holding company structure and the security interests our subsidiaries have granted in their assets, the repayment of the Notes will be effectively subordinated to
substantially all of our other debt.

The Notes will be our unsecured obligations. The Notes will be effectively junior in right of payment to all of our secured indebtedness. Holders of any secured indebtedness of
ours, our subsidiaries and our securitization trusts will have claims that are prior to the claims of the holders of any debt securities issued by us with respect to the assets securing our other
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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 September 30, 2014, the aggregate amount of our
subsidiaries' indebtedness was approximately $26.3 billion, of which $22.9 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.

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 purchases;

· lease purchases;

· commercial lending receivables;

· acquisitions;

· credit enhancement requirements in connection with securitization and credit facilities;

· interest and principal payments under our credit facilities and other indebtedness;

· fees and expenses incurred in connection with the securitization and servicing of loans and leases and credit facilities;

· ongoing operating expenses; and

· capital expenditures.

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We require substantial amounts of cash to fund our origination and securitization activities. Additionally, our dealer wholesale and commercial lending business includes loans to
dealers for real estate acquisitions and development, capital loans and loans for parts and supplies that may not be eligible for pledging under a credit facility or funding in a securitization
transaction. Accordingly, our commercial lending business requires substantial amounts of cash to support and grow.

Our primary sources of future liquidity are expected to be:

· payments on loans, leases and commercial lending receivables not yet securitized;

· distributions received from securitization trusts;

· servicing fees;

· borrowings under our credit facilities or proceeds from securitization transactions; 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 and require the execution
of additional securitization transactions and may choose to enter into other additional debt financings. 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 on a regular basis, we would not have sufficient funds to finance
new originations and, in such event, we would be required to revise the scale of our business, which would have a material adverse effect on our ability to achieve our business and
financial objectives.

Although the Notes are referred to as "senior notes," the Notes are effectively subordinated to the rights of our existing and future secured creditors and any liabilities of our non-
guarantor subsidiaries.

Holders of our present and future secured indebtedness and the secured indebtedness of our subsidiaries will have claims that are senior to your claims as holders of the Notes, to the
extent of the value of the collateral securing such other indebtedness. The Notes will be effectively subordinated to existing secured financings and any other secured indebtedness incurred
by us and the guarantor. In the event of any distribution or payment of our assets or the guarantor's assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other
bankruptcy proceeding, holders of secured indebtedness will have a prior claim to those assets that constitute their collateral. Holders of the Notes will participate ratably with all holders of
our and the guarantor's existing and future unsecured indebtedness, including guarantees, that is deemed to be of the same class as the Notes, and potentially with all of our and the
guarantor's other general creditors, based upon the respective amounts owed to each holder or creditor, in our and the guarantor's remaining assets. As of September 30, 2014, on a pro
forma basis assuming the incurrence by us of $2.25 billion in Notes, we and the guarantor would have had $9.75 billion of indebtedness (of which none would have been secured
indebtedness). In addition, as of September 30, 2014, we have guaranteed approximately $1.6 billion of indebtedness incurred by our International Segment and our principal Canadian
operating subsidiary. We have also guaranteed $626 million of Euro Medium Term Notes issued in October 2014 pursuant to our Euro Medium Term Note Programme. The guarantor has
also guaranteed on a senior unsecured basis our outstanding Existing 2017 Notes, Existing 2018 Notes, our other senior notes outstanding as of the date of this prospectus supplement, $358
million of senior notes issued by our principal Canadian operating subsidiary and the $626 million of Euro Medium Term Notes issued in October 2014 pursuant to our Euro Medium Term
Note Programme.

The Notes will also be structurally subordinated in right of payment to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of our
non-guarantor subsidiaries. Our non-guarantor subsidiaries include our special purpose finance vehicles which hold substantially all of our loan and lease receivables. As of September 30,
2014, our non-guarantor subsidiaries had $28.3 billion of credit facilities, securitization notes payable and other liabilities.

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We may be unable to repurchase the Notes upon a change of control.

There is no sinking fund with respect to the Notes, and the entire outstanding principal amount of the Notes will become due and payable at maturity. If we experience a change of
control prior to the date the Notes are rated investment grade by at least two out of three of the specified rating agencies, you may require us to repurchase all or a portion of your Notes
prior to maturity. See "Description of the Notes--Certain Covenants--Change of Control." We cannot assure you that we will have enough funds to pay our obligations under the Notes
upon a change of control. Any of our future debt agreements may prohibit our repayment of the Notes in that event. Accordingly, we may be unable to satisfy our obligations to purchase
your Notes unless we are able to refinance or obtain waivers under any future indebtedness we incur that restricts our ability to repurchase Notes.

Holders of Notes may not be able to determine when a change of control giving rise to their right to have the Notes repurchased by us has occurred following a sale of
"substantially all" of our assets.

A change of control, as defined below under "Description of Notes--Certain Covenants--Change of Control," will require us to make an offer to repurchase all outstanding Notes.
The definition of change of control includes a phrase relating to the sale, assignment, conveyance, transfer, lease or other disposition of "all or substantially all" of our assets. There is no
precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale,
assignment, conveyance, transfer, lease or other disposition of less than all our assets to another individual, group or entity may be uncertain.

We are a holding company. Our only internal source of cash is from distributions from our subsidiaries.

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

Our rights to participate in the distribution of assets of any of our subsidiaries upon that subsidiary's liquidation or reorganization will be subject to the prior claims of that
subsidiary's creditors, except to the extent that we are recognized as a creditor of that subsidiary, in which case our claims would still be subject to the claims of any secured creditor of that
subsidiary. As of September 30, 2014, the aggregate amount of debt and other obligations of our subsidiaries (including debt, guarantees of our debt and other liabilities) was approximately
$36.2 billion and, after giving effect to the issuance on October 15, 2014 of $626 million in aggregate principal amount of Euro Medium Term Notes pursuant to our Euro Medium Term
Note Programme, on a pro forma basis assuming the incurrence by us of $2.25 billion in Notes, the aggregate amount of such debt and other obligations would have been approximately
$39.1 billion, of which approximately $22.9 billion would have been debt in connection with secured credit facilities and securitization notes payable.

Your right to receive payments on the Notes could be adversely affected if any of our subsidiaries or other special purpose finance vehicles declares bankruptcy, liquidates or
reorganizes.

In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of
their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

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A substantial portion of our business is conducted through certain wholly-owned subsidiaries which are special purpose entities and are subject to substantial contractual restrictions.
The special purpose finance vehicles are not guarantors with respect to any debt securities issued by us, including the Notes. As of September 30, 2014, substantially all financings by us
under our credit facilities and our securitization transactions were secured by a first priority lien on the receivables and related assets held by our special purpose finance vehicles. The assets
owned by the special purpose finance vehicles will not be available to satisfy claims by our creditors, including any claims made under the Notes. Because the special purpose finance
vehicles are not guarantors of the Notes, any debt securities issued by us will be structurally subordinated to all indebtedness and other obligations of the special purpose finance vehicles.

In addition, the credit enhancement held by certain of our subsidiaries consists of subordinated interests in our securitizations and is effectively subordinated to the asset-backed
securities issued in our securitizations. There can be no assurance that our operations, independent of our subsidiaries, will generate sufficient cash flow to support payment of interest or
principal on any debt securities issued by us, including the Notes, or that dividend distributions will be available from our subsidiaries to fund these payments.

Only our principal United States operating subsidiary, AFSI, will guarantee the Notes. Our non-guarantor subsidiaries hold substantially all of our consolidated assets and have
incurred substantial indebtedness. Your right to receive payments on the Notes could be adversely affected if any of our non-guarantor subsidiaries declares bankruptcy, liquidates
or reorganizes.

Only our principal United States operating subsidiary, AFSI, will guarantee the Notes upon their initial issuance. Under certain circumstances, certain of our other subsidiaries may
guarantee the Notes in the future. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor 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.

Federal and state statutes allow courts, under specific circumstances, to void the Notes and the guarantee and require noteholders to return payments received from us or the
guarantor.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the Notes and the guarantee could be voided, or claims in respect of the Notes or the
guarantee could be subordinated to all other debts of ours or AFSI if, among other things, we or AFSI, at the time the indebtedness evidenced by the Notes or the guarantee was incurred:

· received less than reasonably equivalent value or fair consideration for the incurrence of the indebtedness;

· were insolvent or rendered insolvent by reason of the incurrence of the indebtedness or the granting of the guarantee;

· were engaged in a business or transaction for which our or AFSI's remaining assets constituted unreasonably small capital; or

· intended to incur, or believed that we or AFSI would incur, debts beyond our or AFSI's ability to pay those debts as they mature.

In addition, any payment by us or AFSI pursuant to the Notes or a guarantee could be voided and required to be returned to us or AFSI, or to a fund for the benefit of our creditors or
the creditors of AFSI.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has
occurred. Generally, however, we or AFSI would be considered insolvent if:

· the sum of our or AFSI's debts, including contingent liabilities, were greater than the fair saleable value of all of our or AFSI's assets;

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· the present fair saleable value of our or AFSI's assets were less than the amount that would be required to pay our or AFSI's probable liability on our or AFSI's existing debts,

including contingent liabilities, as they become absolute and mature; or

· we or AFSI could not pay our or AFSI's debts as they become due.

Based upon information currently available to us, we believe that the Notes and the guarantee are being incurred for proper purposes and in good faith and that we and AFSI:

· are solvent and will continue to be solvent after giving effect to the issuance of the Notes and the guarantee, as the case may be;

· will have enough capital for carrying on our business and the business of AFSI after the issuance of the Notes and the guarantee, as the case may be; and

· will be able to pay our and AFSI's debts, as the case may be.

The indenture governing the Notes limits the liability of a guarantor on its guarantee to the maximum amount that such guarantor can incur without risk that its guarantee will be
subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining
amount due and collectible under the guarantees would suffice, if necessary, to pay the Notes in full when due.

In the event of a default, we may have insufficient funds to make any payments due on the Notes.

A default under the indenture could lead to a default under existing and future agreements governing our indebtedness. If, due to a default, the repayment of related indebtedness
were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay such indebtedness and the Notes.

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 governing the Notes includes covenants that will restrict us from taking certain actions, the terms of these covenants include important exceptions which you
should review carefully before investing in the Notes. Notwithstanding the covenants in the indenture, we expect that we will continue to be able to incur substantial additional indebtedness
and to make significant investments and, potentially, significant acquisitions and other restricted payments, all of which 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.

We cannot assure you that active trading markets will develop for the Notes.

Prior to this offering, there has been no trading market for the Notes. We do not intend to apply for a listing of the Notes on any national securities exchange or any automated dealer
quotation system. The underwriters have advised us that they intend to make a market in the Notes of each series 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 for the Notes.

An increase in interest rates could result in a decrease in the relative value of the Notes.

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline.
Consequently, if you purchase Notes and market interest rates increase, the market value of your Notes may decline. We cannot predict the future level of market interest rates.

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Any adverse rating of the Notes may cause their trading prices to fall.

We intend to seek ratings on the Notes. After having been rated, if such rating services were to lower their ratings on the Notes below the ratings initially assigned to the Notes or
otherwise announce their intention to put the Notes on credit watch, the trading prices of the Notes could decline.

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. The Notes are guaranteed solely by AFSI.

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 (including any transactions that would result in a change of control). 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.

The amount of interest payable on the Floating Rate Notes is set only once per period based on the three-month LIBOR rate on the interest determination date, which rate may
fluctuate substantially.

In the past, the level of the three-month LIBOR rate has experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the three-month
LIBOR rate are not necessarily indicative of future levels. Any historical upward or downward trend in the three-month LIBOR rate is not an indication that the three-month LIBOR rate is
more or less likely to increase or decrease at any time during a floating rate interest period, and you should not take the historical levels of the three-month LIBOR rate as an indication of its
future performance. You should further note that although the actual three-month LIBOR rate on an interest payment date or at other times during an interest period may be higher than the
three-month LIBOR rate on the applicable interest determination date, you will not benefit from the three-month LIBOR rate at any time other than on the interest determination date for
such interest period. As a result, changes in the three-month LIBOR rate may not result in a comparable change in the market value of the Floating Rate Notes.

Uncertainty relating to the LIBOR calculation process may adversely affect the value of the Floating Rate Notes.

Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal investigations into whether the banks that contribute to the British
Bankers' Association (the "BBA") in connection with the calculation of daily LIBOR may have been under-reporting or otherwise manipulating or attempting to manipulate LIBOR. A
number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to this alleged manipulation of LIBOR.

Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined. At this time, it is not possible to predict the effect
of any such changes and any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of such potential changes may adversely affect
the trading market for LIBOR-based securities, including the Floating Rate Notes.

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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.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $2.22 billion, after deducting the underwriters' discounts and commissions and the estimated expenses of
this offering. The net proceeds from this offering will be added to the general funds of GM Financial and will be available for general corporate purposes.

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of September 30, 2014:

·
On an actual basis;

·
On a pro forma basis to reflect the following:

· issuance on October 15, 2014 of $626 million in aggregate principal amount of Euro Medium Term Notes pursuant to GM Financial's Euro Medium Term Note Programme,

the receipt of approximately $620 million in net proceeds therefrom and the application of those proceeds;

· treatment of $296 million in deferred tax payments as equity contributions pursuant to the amended tax sharing agreement; and

· the contribution of $700 million by GM to GM Financial upon completion of the acquisition of the joint venture interest in SAIC-GMAC; and

· On a pro forma as adjusted basis to give effect to this offering and the application of the net proceeds from this offering.

You should read this table in conjunction with "Use of Proceeds" and the disclosures in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q that are
incorporated by reference in this prospectus supplement and the accompanying prospectus.

September 30, 2014

Pro Forma
As

Actual
Pro Forma
Adjusted

(in millions)

Cash and cash equivalents

$ 1,517
$
620
$ 4,361

Debt

Secured credit facilities

$ 6,433
$
--
$ 6,433
Securitization notes payable

16,499

--
16,499
Unsecured credit facilities and other debt

2,984

--

2,984
Existing senior notes

7,858

626

8,484
Floating rate notes due 2020 offered hereby

250
3.150% senior notes due 2020 offered hereby

--

--

1,000
4.000% senior notes due 2025 offered hereby

--

--

1,000

Total debt

33,774

626
36,650

Total equity

6,558

996

7,554

Total capitalization

$40,332
$ 1,622
$ 44,204

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RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for each of the periods set forth below has been computed on a consolidated basis and should be read in conjunction with our consolidated
financial statements, including the accompanying notes thereto, incorporated by reference in this prospectus supplement and the accompanying prospectus.

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