Obligation GM Financial Co. Inc. 3.7% ( US37045XBK19 ) en USD

GM Financial Co. Inc.

100 % ▲

Etats-unis

US37045XBK19 ( en USD )

3.7% par an ( paiement semestriel )

08/05/2023 - Obligation échue

Prospectus brochure de l'obligation General Motors Financial Co. Inc US37045XBK19 en USD 3.7%, échue

2 000 USD

1 200 000 000 USD

37045XBK1

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

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

L'Obligation émise par GM Financial Co. Inc. ( Etats-unis ) , en USD, avec le code ISIN US37045XBK19, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/05/2023

L'Obligation émise par GM Financial Co. Inc. ( Etats-unis ) , en USD, avec le code ISIN US37045XBK19, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par GM Financial Co. Inc. ( Etats-unis ) , en USD, avec le code ISIN US37045XBK19, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d188499d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(B)(2)
SEC File No. 333-206678
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)
Floating Rate Senior Notes due 2019

$400,000,000

$40,280
2.400% Senior Notes due 2019

$1,400,000,000
$140,980
3.700% Senior Notes due 2023

$1,200,000,000
$120,840
Guarantees of debt securities(2)

--

--
Total

$3,000,000,000
$302,100

(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 August 31, 2015)
$3,000,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.
$400,000,000 Floating Rate Notes due 2019
$1,400,000,000 2.400% Senior Notes due 2019
$1,200,000,000 3.700% Senior Notes due 2023

General Motors Financial Company, Inc. ("GM Financial") is offering $400,000,000 aggregate principal amount of its Floating Rate Notes due 2019 (the
"Floating Rate Notes"), $1,400,000,000 aggregate principal amount of its 2.400% Senior Notes due 2019 (the "2019 Notes") and $1,200,000,000 aggregate principal
amount of its 3.700% Senior Notes due 2023 (the "2023 Notes" and together with the Floating Rate Notes and the 2019 Notes, the "Notes"). The Floating Rate Notes will
bear interest at a rate, reset quarterly, equal to three-month LIBOR plus 1.45%. Interest will accrue on the Floating Rate Notes from May 9, 2016, and GM Financial will
pay interest on the Floating Rate Notes quarterly on February 9, May 9, August 9 and November 9 of each year, beginning on August 9, 2016. The Floating Rate Notes
will mature on May 9, 2019. Interest will accrue on the 2019 Notes and 2023 Notes from May 9, 2016, and GM Financial will pay interest on the 2019 Notes and 2023
Notes semi-annually on May 9 and November 9 of each year, beginning on November 9, 2016. The 2019 Notes will mature on May 9, 2019, and the 2023 Notes will
mature on May 9, 2023. We may not redeem the Floating Rate Notes prior to maturity. At our option, we may redeem either or both series of the 2019 Notes and the
2023 Notes offered hereby, in whole or in part, at any time and from time to time before their maturity at the redemption prices set forth under "Description of the Notes
--Optional Redemption."
The Notes will be 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 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."
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 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-8 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 2019 Note
Total
Per 2023 Note
Total
Public offering price(1)

100.000%
$400,000,000

99.896%
$1,398,544,000

99.743%
$1,196,916,000
Underwriting discounts and commissions

0.250%
$
1,000,000

0.250%
$
3,500,000

0.400%
$
4,800,000
Proceeds, before expenses, to us

99.750%
$399,000,000

99.646%
$1,395,044,000

99.343%
$1,192,116,000
(1) Plus accrued interest, if any, from May 9, 2016.
The underwriters expect to deliver the Notes to the purchasers in book-entry form only through the facilities of The Depository Trust Company, including its
participants Clearstream Banking, société anonyme or Euoroclear Bank S.A./N.V., as operator of the Euroclear System, on or about May 9, 2016.

Joint Book-Running Managers

BofA Merrill Lynch
Bradesco BBI
Deutsche Bank
Goldman,
RBC Capital
SMBC Nikko

Securities

Sachs & Co.

Markets

Co-Managers

BBVA
Ramirez & Co., Inc.
Scotiabank
Siebert Brandford
UniCredit Capital

Shank & Co., L.L.C.

Markets
The date of this prospectus supplement is May 4, 2016.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-2
RISK FACTORS
S-8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-15
USE OF PROCEEDS
S-16
CAPITALIZATION
S-17
RATIO OF EARNINGS TO FIXED CHARGES
S-18
DESCRIPTION OF THE NOTES
S-19
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-38
CERTAIN ERISA CONSIDERATIONS
S-43
UNDERWRITING
S-45
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

424B2
LEGAL MATTERS
S-51
EXPERTS
S-51
WHERE YOU CAN FIND MORE INFORMATION
S-51
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-51
Prospectus

ABOUT THIS PROSPECTUS
i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
ii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ii
WHERE YOU CAN FIND MORE INFORMATION
iii
ABOUT GENERAL MOTORS FINANCIAL COMPANY, INC.
1
RISK FACTORS
1
USE OF PROCEEDS
1
RATIO OF EARNINGS TO FIXED CHARGES
2
SECURITIES WE MAY OFFER
3
DESCRIPTION OF DEBT SECURITIES
4
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES
15
PLAN OF DISTRIBUTION
15
EXPERTS
15
LEGAL MATTERS
15

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.

http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

424B2
S-1
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, Spain, Greece and Portugal; and "Latin
America" refers to Mexico, Chile, Colombia, Brazil and Peru.
Overview
GM Financial, the wholly-owned captive finance subsidiary of GM, is a global provider of automobile financing solutions. As of March 31,
2016, our portfolio consisted of $64.0 billion of auto loans and leases and commercial dealer loans, comprised of $47.6 billion in North America
and $16.4 billion internationally. 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. In 2015, we completed the acquisition of an equity interest in SAIC-GMAC Automotive Finance Company Limited, 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 85% of GM's worldwide market and provides auto finance solutions around the world.
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
$400,000,000 aggregate principal amount of Floating Rate Notes due 2019
$1,400,000,000 aggregate principal amount of 2.400% Senior Notes due 2019
$1,200,000,000 aggregate principal amount of 3.700% Senior Notes due 2023

Maturity Date
May 9, 2019 for the Floating Rate Notes
May 9, 2019 for the 2019 Notes
May 9, 2023 for the 2023 Notes

Interest Payment Dates
Each February 9, May 9, August 9 and November 9, beginning on August 9, 2016 for the
Floating Rate Notes

Each May 9 and November 9, beginning on November 9, 2016 for the 2019 Notes and the

2023 Notes
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

424B2

Interest
Floating rate, reset quarterly, equal to three-month LIBOR (as defined in "Description of
the Notes--Principal, Maturity and Interest") plus 1.45% for the Floating Rate Notes
2.400% per year for the 2019 Notes
3.700% per year for the 2023 Notes

Guarantor
The Notes will be guaranteed by our principal United States operating subsidiary, AFSI,
on a senior unsecured basis and, under certain circumstances (as more fully described in
"Description of the Notes--Subsidiary Guarantee"), 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 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

S-3
Table of Contents
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,
2016, on a pro forma basis assuming the issuance by us of $3.0 billion in Notes, we and the
guarantor would have had $22.8 billion of indebtedness (of which none would have been

secured indebtedness). As of March 31, 2016, our subsidiaries that will not guarantee the
Notes had $44.2 billion of secured debt, unsecured debt and other liabilities and $63.2
billion of assets, and, after giving effect to the issuance of the Notes, on a pro forma
basis, 83% of our consolidated total assets. As of March 31, 2016, all of our secured
indebtedness was issued by our subsidiaries other than AFSI.

Certain Covenants
We will issue the Notes under a sixth supplemental indenture, 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 May 9, 2016, 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 certain liens.
These covenants are subject to a number of important limitations and exceptions and in
many circumstances may not significantly restrict our or our restricted subsidiaries' ability
to take the actions described above. For more details, see "Description of the Notes--
Certain Covenants."

Optional Redemption
We may not redeem the Floating Rate Notes prior to maturity. At our option, we may
redeem the 2019 Notes and the 2023 Notes offered hereby, in whole or in part, at any time
and from time to time before their maturity at the redemption prices set forth under
"Description of the Notes--Optional Redemption."

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $2.98 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
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

424B2
--Risks Related to the Notes."

Absence of a Public Market for the Notes
The Notes are new issues of securities for which there are no established markets.
Accordingly, there can be no assurance that any markets for the Notes will develop or as to
the liquidity of any market that may develop. The underwriters have advised us that they
currently intend to make a market in the Notes of each series.

S-4
Table of Contents
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, 2015 and in our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, 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, 2015, 2014 and 2013, which were derived from
our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. The following tables also
present summary financial data for the three months ended March 31, 2016 and 2015, 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, 2016. 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, 2015 and our Quarterly Report on Form 10-Q for the three months
ended March 31, 2016, which are incorporated by reference herein.

Three Months Ended

Years Ended December 31,

March 31,

2015
2014
2013
2016
2015

(in millions)

Operating Data:

Revenue

Finance charge income

$3,381
$3,475
$2,563
$
818
$
854
Other revenue

3,073
1,379

781
1,257

500

Total revenue

6,454
4,854
3,344
2,075
1,354

Costs and expenses

Operating expenses

1,293
1,162

770

334

306
Leased vehicle expenses

2,200

847

453

893

327
Provision for loan losses

624

604

475

196

155
Interest expense

1,616
1,426

721

463

380
Acquisition and integration expenses

--

--

42

--

--

Total costs and expenses

5,733
4,039
2,461
1,886
1,168
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

424B2

Equity income

116

--

--

36

28

Income before income taxes

837

815

883

225

214
Income tax provision

191

278

317

61

64

Net income

$ 646
$ 537
$ 566
$
164
$
150

Comprehensive (loss) income

$
(25)
$
93
$ 580
$
316
$
(196)

S-6
Table of Contents

At December 31,

At March 31,

2015

2014

2013

2016

2015

(in millions)

Balance Sheet Data:

Cash and cash equivalents

$ 3,061
$ 2,974
$ 1,074
$
2,898
$
2,121
Finance receivables, net

36,781
33,000
29,282

38,658

32,470
Leased vehicles, net

20,172
7,060
3,383

24,538

8,939
Goodwill

1,189
1,244
1,240

1,195

1,243
Equity in net assets of non-consolidated affiliates

986

--

--

989

929
Total assets

65,904
47,608
37,916

72,764

49,214
Secured debt

30,689
25,173
22,039

32,733

24,652
Unsecured debt

23,657
12,142
6,933

27,638

14,341
Related party taxes payable

--

636

643

--

636
Total liabilities

57,852
40,216
31,631

64,389

42,011
Shareholder's equity

8,052
7,392
6,285

8,375

7,203
Tangible net worth

6,845
6,109
4,981

7,165

5,931
At and for the
At and for the Years Ended
Three Months Ended

December 31,

March 31,

2015

2014

2013

2016

2015

(in millions)

Origination Volume:

Retail loan origination volume

$17,537
$15,085
$ 9,597
$
4,143
$
4,078
Retail lease origination volume

20,199
6,169
2,830

6,752

3,024

Total retail origination volume

$37,736
$21,254
$12,427
$
10,895
$
7,102

Portfolio Data:

Retail finance receivables

$29,124
$25,672
$23,250
$
30,272
$
25,632
Retail leases

20,172
7,060
3,383

24,538

8,939
Commercial finance receivables

8,439
8,072
6,700

9,229

7,607

Total earning assets

$57,735
$40,804
$33,333
$
64,039
$
42,178

Average earning assets

$48,116
$36,684
$24,557
$
60,491
$
41,205
Credit Performance Data:

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

1.9%

1.9%

1.9%

1.9%

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

1.6%

1.7%

1.7%

1.4%

1.4%

At December 31,

At March 31,

2015

2014

2013

2016

2015

(in millions, except ratios)

Other Data:

Ratio of total debt to total equity

6.7x

5.0x

4.6x

7.2x

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

8.3x

6.5x

6.5x

8.8x

6.9x
Available liquidity(2)

$14,662
$ 9,340
$ 3,939
$
12,718
$
10,934
(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)
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

424B2

Available liquidity includes unrestricted cash and cash equivalents, secured borrowing capacity on unpledged eligible assets, and unsecured
borrowing capacity.

S-7
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, 2015 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, 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 March 31, 2016, we have guaranteed approximately
$4.2 billion in such indebtedness. 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, 2016, we have
entered into $4.2 billion in such intercompany loan agreements. 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

S-8
Table of Contents
payments were accelerated, any assets pledged to secure these facilities might not be sufficient to fully repay the debt. These lenders may foreclose
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

424B2
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 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, 2016, the aggregate
amount of our subsidiaries' indebtedness was approximately $40.6 billion, of which $32.8 billion was secured debt. As of March 31, 2016, all of
our secured indebtedness was issued by our subsidiaries other than AFSI.
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 and lease purchases;

·
advances to commercial lending customers;

·
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.
Our primary sources of future liquidity are expected to be:

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

S-9
Table of Contents

·
distributions received from securitization trusts;

·
servicing fees;

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

·
further issuances of other debt securities, both secured and unsecured; and

·
retail deposits.
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
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

424B2
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, 2016, on a pro forma basis assuming the issuance by
us of $3.0 billion in Notes, we and the guarantor would have had $22.8 billion of indebtedness (of which none would have been secured
indebtedness). As of March 31, 2016, all of our secured indebtedness was issued by our subsidiaries other than AFSI. In addition, as of March 31,
2016, we have guaranteed approximately $4.2 billion of indebtedness incurred by our International Segment and our principal Canadian operating
subsidiary. As of March 31, 2016, 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 March 31, 2016, $0.7 billion of senior notes issued by our principal Canadian operating
subsidiary and $1.3 billion of Euro Medium Term Notes issued 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 of our non-
guarantor subsidiaries. Our non-guarantor subsidiaries include our special purpose finance vehicles which hold substantially all of our loan and
lease assets. As of March 31, 2016, our non-guarantor subsidiaries had $44.2 billion of secured debt, unsecured debt and other liabilities.
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

S-10
Table of Contents
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 March 31, 2016, the aggregate amount of debt and
other liabilities of our subsidiaries (including guarantees of our debt) was approximately $64.5 billion and, on a pro forma basis assuming the
issuance by us of $3.0 billion in Notes, the aggregate amount of such debt and other liabilities would have been approximately $67.5 billion, of
which approximately $32.8 billion would have been secured debt.
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.
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 March 31, 2016, 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
http://www.sec.gov/Archives/edgar/data/804269/000119312516580243/d188499d424b2.htm[5/6/2016 8:41:24 AM]

Document Outline

#1">
- #1">