Obligation GM Financial 3.2% ( US37045XAY22 ) en USD

GM Financial

100 % ⇌

Etas-Unis

US37045XAY22 ( en USD )

3.2% par an ( paiement semestriel )

13/07/2020 - Obligation échue

Prospectus brochure de l'obligation General Motors Financial US37045XAY22 en USD 3.2%, échue

2 000 USD

1 500 000 000 USD

37045XAY2

N/A

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

Cette obligation, identifiée par le code ISIN US37045XAY22 et le code CUSIP 37045XAY2, a été émise par General Motors Financial, la branche captive de services financiers de General Motors Company, dont la mission principale est de fournir des solutions de financement automobile aux concessionnaires et aux consommateurs, renforçant ainsi la stratégie de vente et la liquidité du géant automobile américain. Émise depuis les États-Unis et libellée en dollars américains (USD), cette dette présentait un taux d'intérêt fixe de 3,2% et faisait partie d'une émission globale d'un montant de 1 500 000 000 USD, avec une taille minimale d'achat fixée à 2 000 USD. Initialement proposée au prix de 100% sur le marché, elle prévoyait une fréquence de paiement des intérêts de deux fois par an et avait une date de maturité fixée au 13 juillet 2020. Il est à noter que cette obligation a atteint son échéance et a été intégralement remboursée à ses détenteurs, clôturant son cycle de vie financier.

424B2
424B2 1 d948547d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
SEC File No. 333-199181
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)
3.200% Senior Notes due 2020

$1,500,000,000
$174,300
4.300% Senior Notes due 2025

$800,000,000

$92,960
Guarantees of debt securities(2)

--

--
Total

$2,300,000,000
$267,260

(1)
The registration fee, calculated in accordance with Rule 457(r), is being transmitted to the SEC on a deferred basis pursuant to Rule 456(b).
(2)
The subsidiaries of General Motors Financial Company, Inc. that are named as additional registrants may fully and unconditionally guarantee
the debt securities of General Motors Financial Company, Inc. No separate consideration will be received for any guarantee of debt
securities. Accordingly, pursuant to Rule 457(n) of the Securities Act, no separate filing fee is required. The guarantees will not be traded
separately.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 6, 2014)

$2,300,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.
3.200% Senior Notes due 2020
4.300% Senior Notes due 2025

General Motors Financial Company, Inc. ("GM Financial") is offering $1,500,000,000 aggregate principal amount of its 3.200%
Senior Notes due 2020 (the "2020 Notes") and $800,000,000 aggregate principal amount of its 4.300% Senior Notes due 2025 (the
"2025 Notes" and together with the 2020 Notes, the "Notes"). Interest will accrue on the 2020 Notes and 2025 Notes from July 13,
2015, and GM Financial will pay interest on the 2020 Notes and 2025 Notes semi-annually on January 13 and July 13 of each
year, beginning on January 13, 2016. At our option, we may redeem either or both series 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 from at least two out of three specified rating agencies 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." In this regard, it is expected that the Notes will have an initial investment grade rating
from at least two out of three specified rating agencies upon completion of this offering and, as a result, upon the guarantors no
longer guaranteeing the obligations under the Existing 2017 Notes and Existing 2018 Notes and not being guarantors or issuers of
certain other indebtedness, all guarantees of the Notes will automatically and unconditionally be released and discharged.
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
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.

Pe r 2 0 2 0 N ot e

T ot a l

Pe r 2 0 2 5 N ot e

T ot a l

Public offering price(1)

99.972%
$1,499,580,000

99.863%
$798,904,000
Underwriting discounts and commissions

0.350%
$
5,250,000

0.450%
$
3,600,000
Proceeds, before expenses, to us

99.622%
$1,494,330,000

99.413%
$795,304,000
(1) Plus accrued interest, if any, from July 13, 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 July 13, 2015.

Joint Book-Running Managers

Ba rc la ys
BN P PARI BAS
COM M ERZ BAN K

M izuho Se c urit ie s

M orga n St a nle y
Co-Managers

Bra de sc o BBI
BB
BM O Ca pit a l Bla yloc k Be a l Loop Ca pit a l Ra m ire z & Co., I nc .
Se c urit ie s
M a rk e t s

V a n, LLC

M a rk e t s

The date of this prospectus supplement is July 8, 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-38
CERTAIN ERISA CONSIDERATIONS

S-43
UNDERWRITING

S-45
LEGAL MATTERS

S-50
EXPERTS

S-50
WHERE YOU CAN FIND MORE INFORMATION

S-50
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

S-50
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
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
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
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, 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 March 31,
2015, our portfolio consisted of $42.2 billion of auto loans and leases and commercial dealer loans, comprised of $26.5 billion in North America
and $15.7 billion internationally. We have been operating in the automobile finance business in North America since September 1992. We were
acquired by GM in October 2010 to provide captive financing capabilities in support of GM's U.S. and Canadian markets. 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 consumer 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.

S-2
Table of Contents
The Offering
The following summary is provided solely for your convenience. This summary is not intended to be complete. You should read the full text
and more specific details about the Notes and this offering contained elsewhere in this prospectus supplement and the accompanying prospectus.
For a more detailed description of the Notes, see "Description of the Notes."

Issuer
General Motors Financial Company, Inc.

Securities Offered
$1,500,000,000 aggregate principal amount of 3.200% Senior Notes due 2020
$800,000,000 aggregate principal amount of 4.300% Senior Notes due 2025

Maturity Date
July 13, 2020 for the 2020 Notes
July 13, 2025 for the 2025 Notes

Interest Payment Dates
Each January 13 and July 13, beginning on January 13, 2016 for the 2020 Notes and the
2025 Notes

Interest
3.200% per year for the 2020 Notes
4.300% 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
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
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. In this regard, it is expected that the Notes will have an initial investment
grade rating from at least two out of three specified rating agencies upon completion of this
offering and, as a result, upon the guarantors no longer guaranteeing the obligations under
the Existing 2017 Notes and Existing 2018 Notes and not being guarantors or issuers of
certain other indebtedness, all guarantees of the Notes will automatically and
unconditionally be released and discharged. See "Description of the Notes--Subsidiary
Guarantee" and "--Certain Covenants--Additional Guarantees."

S-3
Table of Contents
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 March 31,
2015, after giving effect to the issuance of $2.4 billion of senior notes on April 10, 2015
and $401 million of senior notes issued by our principal Canadian operating subsidiary on
May 22, 2015, on a pro forma basis assuming the issuance by us of $2.3 billion in Notes,
we and the guarantor would have had $14.8 billion of indebtedness (of which none would
have been secured indebtedness). As of March 31, 2015, our subsidiaries that will not
guarantee the Notes had $31.4 billion of secured debt, unsecured debt and other liabilities
and $43.1 billion of assets, and, after giving effect to the issuance of the Notes, on a pro
forma basis, 79.9% of our consolidated total assets.

Certain Covenants
We will issue the Notes under a seventh supplemental indenture and an eighth
supplemental indenture to a base indenture we have entered into with Wells Fargo Bank,
National Association, as trustee. Each of the supplemental indentures will be dated as of
July 13, 2015, and will be between us and Wells Fargo Bank, National Association, as
trustee. We refer to these supplemental indentures and the base indenture, together with all
other supplemental indentures to the base indenture, as the "indenture." The indenture
governing the Notes will contain covenants limiting our ability to sell all or substantially
all of our assets or merge or consolidate with or into other companies and limiting our and
our restricted subsidiaries' ability to incur liens. These covenants are subject to a number of
important limitations and exceptions and in many circumstances may not significantly
restrict our or our restricted subsidiaries' ability to take the actions described above. For
more details, see "Description of the Notes--Certain Covenants."

Optional Redemption
At our option, we may redeem either or both series 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 $2.29 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-4
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
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 under the heading "Risk Factors" in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, as well as the other
reports we file from time to time with the Securities and Exchange Commission, or SEC,
that are incorporated by reference in this prospectus supplement and the accompanying
prospectus.

S-5
Table of Contents
Summary Historical Consolidated Financial and Other Data
The tables below summarize selected financial information for the years ended December 31, 2014, 2013 and 2012, which were derived from
our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. The following tables also
present summary financial data for the three months ended March 31, 2015 and 2014, which were derived from our unaudited condensed
consolidated financial statements included in our Quarterly Report on Form 10-Q for the three months ended March 31, 2015. 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.
This data should be read in conjunction with, and it is qualified by reference to, the section entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations," our consolidated financial statements and the notes thereto and the other financial information
in each of our Annual Report on Form 10-K for the year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the three months
ended March 31, 2015, which are incorporated by reference herein.

Three Months
Ended

Year Ended December 31,

March 31,

2014
2013
2012
2015
2014

(in millions)

Operating Data:

Revenue

Finance charge income

$3,475
$2,563
$1,594
$ 854
$ 830
Other revenue

1,379

781

366

500

267

4,854
3,344
1,960
1,354
1,097

Costs and expenses

Operating expenses

1,162

770

398

306

269
Leased vehicle expenses

847

453

211

327

156
Provision for loan losses

604

475

304

155

135
Interest expense

1,426

721

283

380

315
Acquisition and integration expenses

--

42

20

--

--

Total costs and expenses

4,039
2,461
1,216
1,168

875
Equity income

--

--

--

28

--

Income before income taxes

815

883

744

214

222
Income tax provision

278

317

281

64

77

Net income

$ 537
$ 566
$ 463
$ 150
$ 145

http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
Comprehensive income (loss)

$
93
$ 580
$ 467
$ (196)
$ 150

S-6
Table of Contents
Three Months
Ended

At December 31,

March 31,

2014

2013

2012

2015

2014

(in millions)

Balance Sheet Data:

Cash and cash equivalents

$ 2,974
$ 1,074
$ 1,289
$ 2,121
$ 1,162
Finance receivables, net

33,000
29,282
10,998
32,470
30,546
Leased vehicles, net

7,060
3,383
1,703
8,939
3,726
Goodwill

1,244
1,240
1,108
1,243
1,239
Total assets

47,724
37,990
16,197
49,346
39,909
Secured debt

25,214
22,073
9,378
24,693
23,386
Unsecured debt

12,217
6,973
1,500
14,432
7,172
Related party taxes payable

636

643

559

636

838
Total liabilities

40,332
31,705
11,818
42,143
33,472
Shareholder's equity

7,392
6,285
4,379
7,203
6,437
Tangible net worth

6,109
4,981
3,271
5,931
5,140

Three Months
At and for the Year Ended
Ended

December 31,

March 31,

2014

2013

2012

2015

2014

(in millions)

Origination Volume:

Consumer loan origination volume

$15,085
$ 9,597
$ 5,579
$ 4,078
$ 3,412
Consumer lease origination volume

6,169
2,830
1,343
3,024

773

Total consumer origination volume

$21,254
$12,427
$ 6,922
$ 7,102
$ 4,185

Portfolio Data:

Consumer finance receivables

$25,672
$23,250
$10,993
$25,632
$24,122
Consumer leases

7,060
3,383
1,703
8,939
3,726
Commercial finance receivables

8,072
6,700

560
7,607
7,108

Total earning assets

$40,804
$33,333
$13,256
$42,178
$34,956

Average earning assets

$36,684
$24,557
$11,923
$41,205
$33,726
Credit Performance Data:

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

1.9%

1.9%

2.5%

1.8%

1.8%
Delinquencies greater than 60 days as a percentage of consumer
finance receivables

1.7%

1.7%

2.1%

1.4%

1.4%

Three Months
Ended

At December 31,

March 31,

2014
2013
2012
2015

2014

(in millions, except ratios)

Other Data:

Ratio of total debt to total equity

5.1x
4.6x
2.5x

5.4x
4.7x
Ratio of ending net earning assets to adjusted equity(1)

6.5x
6.5x
3.9x

6.9x
6.6x
Available liquidity(2) (3)

$9,340
$3,939
$2,938
$10,934
$3,775
(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.

S-7
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
Table of Contents
(2)
Available liquidity includes unrestricted cash and cash equivalents, secured borrowing capacity on unpledged eligible assets, and unsecured
borrowing capacity.
(3)
On January 2, 2015, available liquidity was reduced by $1.0 billion upon closing the acquisition of an equity interest in SAIC-GMAC.

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, 2014 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, 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.
Our operations are subject to regulation, supervision and licensing under various statutes, ordinances and regulations.
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 earning assets. 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.
In July 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (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 in the U.S. The various requirements of the Dodd-Frank
Act may substantially impact the origination, servicing and securitization program of our subsidiaries.
The Dodd-Frank Act also created the Consumer Financial Protection Bureau ("CFPB"), a federal agency that has extensive rulemaking,
supervisory and enforcement authority over credit providers in the United States. On June 10, 2015, the CFPB issued a final rule allowing it to
supervise nonbank auto finance companies, such as us, that qualify as "larger participants of a market for automobile financing" for compliance
with federal consumer financial laws. This rule will be effective 60 days after its publication in the Federal Register. Once the rule becomes
effective, the CFPB will begin conducting comprehensive and rigorous on-site examinations for compliance with federal consumer financial laws.
If, as a result of these examinations, it is determined that we have failed to comply with these laws, we could be required to change our practices or
procedures and we could be subject to significant monetary penalties, cease and desist orders, and similar remedies, which could have a material
adverse effect on our financial condition and results of operations.
In July 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. We have

S-9
Table of Contents
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
subsequently been served with additional investigative subpoenas to produce documents from state attorneys general and other governmental
offices relating to our consumer auto loan business and securitization of auto loans. In October 2014, we received a document request from the
SEC in connection with its investigation into certain practices in subprime auto loan securitization. We are investigating these matters internally
and believe we are cooperating with all requests. Such investigations could in the future result in the imposition of damages, fines or civil or
criminal claims and/or penalties. No assurance can be given that the ultimate outcome of the investigations or any resulting proceedings would not
materially and adversely affect us or any of our subsidiaries and affiliates.
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 March 31, 2015, we have guaranteed approximately
$2.7 billion in such indebtedness. We have also guaranteed $401 million of senior notes issued by our principal Canadian operating subsidiary on
May 22, 2015. Additionally, we have 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 March 31, 2015, we have entered into
$4.2 billion in such intercompany loan agreements, of which $0.6 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.
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.

S-10
Table of Contents
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 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 March 31, 2015, the aggregate
amount of our subsidiaries' indebtedness was approximately $29.4 billion, of which $24.7 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
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

424B2
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;

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

·
interest and principal payments under our indebtedness;

·
ongoing operating expenses;

·
capital expenditures; and

·
future acquisitions, if any.
We require substantial amounts of cash to fund our origination and securitization activities. Additionally, our commercial lending business
includes loans to dealers for real estate acquisition and development and capital loans, which 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 securitized;

·
distributions received from securitization trusts;

S-11
Table of Contents

·
servicing fees;

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

·
further issuances of other debt securities, both secured and unsecured.
Because we expect to continue to require substantial amounts of cash for the foreseeable future, we anticipate that we will need additional
credit facilities and require the execution of additional securitization transactions and additional debt financings including unsecured note offerings.
The type, timing and terms of financing selected by us will be dependent upon our cash needs, the availability of other financing sources and the
prevailing conditions in the capital markets. There can be no assurance that funding will be available to us through these sources or, if available,
that the funding will be on acceptable terms. If we are unable to execute securitization transactions and unsecured debt issuances on a regular basis,
we 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 March 31, 2015, after giving effect to the issuance of $2.4
http://www.sec.gov/Archives/edgar/data/804269/000119312515249382/d948547d424b2.htm[7/10/2015 9:11:42 AM]

Document Outline

#1">
- #1">