Obligation GM Financial 0% ( US37045XBR61 ) en USD

GM Financial

100 % ⇌

Etas-Unis

US37045XBR61 ( en USD )

14/01/2022 - Obligation échue

Prospectus brochure de l'obligation General Motors Financial US37045XBR61 en USD 0%, échue

1 000 USD

500 000 000 USD

37045XBR6

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.

L'obligation General Motors Financial (ISIN : US37045XBR61, CUSIP : 37045XBR6), émise aux États-Unis pour un montant total de 500 000 000 USD, avec un prix actuel au marché de 100%, un taux d'intérêt de 0%, une taille minimale d'achat de 1 000 USD, une maturité le 14/01/2022 et une fréquence de paiement semestrielle, est arrivée à maturité et a été intégralement remboursée.

Final Prospectus Supplement
424B2 1 d290019d424b2.htm FINAL PROSPECTUS SUPPLEMENT
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 2022

$500,000,000

$57,950
3.450% Senior Notes due 2022

$1,250,000,000
$144,875
4.350% Senior Notes due 2027

$750,000,000

$86,925
Guarantees of debt securities(2)

--

--
Total

$2,500,000,000
$289,750

(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)
$2,500,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.
$500,000,000 Floating Rate Notes due 2022
$1,250,000,000 3.450% Senior Notes due 2022
$750,000,000 4.350% Senior Notes due 2027

General Motors Financial Company, Inc. ("GM Financial") is offering $500,000,000 aggregate principal amount of its Floating Rate Notes due 2022 (the "Floating
Rate Notes"), $1,250,000,000 aggregate principal amount of its 3.450% Senior Notes due 2022 (the "2022 Notes") and $750,000,000 aggregate principal amount of
its 4.350% Senior Notes due 2027 (the "2027 Notes" and, together with the Floating Rate Notes and the 2022 Notes, the "Notes"). The Floating Rate Notes will bear
interest at a rate, reset quarterly, equal to three-month LIBOR plus 1.550%. Interest will accrue on the Floating Rate Notes from January 17, 2017, and GM Financial will
pay interest on the Floating Rate Notes quarterly on January 14, April 14, July 14 and October 14 of each year, beginning on April 14, 2017. The Floating Rate Notes will
mature on January 14, 2022. Interest will accrue on the 2022 Notes and the 2027 Notes from January 17, 2017. GM Financial will pay interest on the 2022 Notes semi-
annually on January 14 and July 14 of each year, beginning on July 14, 2017, and GM Financial will pay interest on the 2027 Notes semi-annually on January 17 and July
17 of each year, beginning on July 17, 2017. The 2022 Notes will mature on January 14, 2022, and the 2027 Notes will mature on January 17, 2027. We may not redeem
the Floating Rate Notes prior to maturity. At our option, we may redeem either or both series of the 2022 Notes and the 2027 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" or the "guarantor"), 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."
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
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Final Prospectus Supplement
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
Per 2022
Per 2027

Rate Note
Total

Note
Total

Note
Total

Public offering price(1)

100.000%
$500,000,000 99.868%
$1,248,350,000 99.855%
$748,912,500
Underwriting discounts and commissions

0.350%
$
1,750,000
0.350%
$
4,375,000
0.450%
$
3,375,000
Proceeds, before expenses, to us

99.650%
$498,250,000 99.518%
$1,243,975,000 99.405%
$745,537,500

(1) Plus accrued interest, if any, from January 17, 2017.
The underwriters expect to deliver the Notes to the purchasers in book-entry only form through the facilities of The Depository Trust Company, including its
participants Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about January 17, 2017.

Joint Book-Running Managers

Credit Agricole CIB
Deutsche Bank
Goldman,
RBC Capital
Scotiabank
Wells Fargo

Securities

Sachs & Co.

Markets

Securities
Co-Managers

CIBC Capital
NatWest Markets
US Bancorp
Loop Capital
Mischler Financial
Markets

Markets

Group, Inc.
The date of this prospectus supplement is January 11, 2017.
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
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
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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.

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
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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; and the "North America Segment" refers to our auto finance and financial services operations conducted in the United States and
Canada.
Overview
GM Financial, the wholly-owned captive finance subsidiary of GM, is a global provider of automobile financing solutions. As of
September 30, 2016, our portfolio consisted of $73.8 billion of auto loans and leases and commercial dealer loans, comprised of $57.7 billion
in North America and $16.1 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
$500,000,000 aggregate principal amount of Floating Rate Notes due 2022

$1,250,000,000 aggregate principal amount of 3.450% Senior Notes due 2022

$750,000,000 aggregate principal amount of 4.350% Senior Notes due 2027

Maturity Date
January 14, 2022 for the Floating Rate Notes

January 14, 2022 for the 2022 Notes

January 17, 2027 for the 2027 Notes

Interest Payment Dates
Each January 14, April 14, July 14 and October 14, beginning on April 14, 2017 for the
Floating Rate Notes

Each January 14 and July 14, beginning on July 14, 2017 for the 2022 Notes

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Each January 17 and July 17, beginning on July 17, 2017 for the 2027 Notes

Interest
Floating rate, reset quarterly, equal to three-month LIBOR (as defined in "Description
of the Notes--Principal, Maturity and Interest") plus 1.550% for the Floating Rate
Notes

3.450% per year for the 2022 Notes

4.350% per year for the 2027 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."

S-3
Table of Contents
Ranking
The Notes will be our and the guarantor's senior unsecured 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
September 30, 2016, on a pro forma basis after giving effect to the issuance of
$1.75 billion of senior notes on October 6, 2016 and the issuance of $106 million of
Euro Medium Term Notes issued pursuant to our Euro Medium Term Note Programme
on November 9, 2016, and assuming the issuance by us of $2.5 billion in Notes, we and
the guarantor would have had $29.4 billion of indebtedness (of which none would have
been secured indebtedness). As of September 30, 2016, our subsidiaries that will not
guarantee the Notes had $48.3 billion of secured debt, unsecured debt and other
liabilities and $71.0 billion of assets, and, after giving effect to the issuance of the
Notes, on a pro forma basis, 82% of our consolidated total assets. As of September 30,
2016, all of our secured indebtedness was issued by our subsidiaries other than AFSI.

Certain Covenants
We will issue the Notes under a thirteenth supplemental indenture, a fourteenth
supplemental indenture and a fifteenth 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 January 17, 2017, 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
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Final Prospectus Supplement
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 either or both series of the 2022 Notes and the 2027 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."

S-4
Table of Contents
Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $2.49
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."

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. 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 Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016
and September 30, 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 nine months ended September 30, 2016 and 2015, which were derived from our unaudited
condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the nine months ended September 30, 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.
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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 nine months ended September 30, 2016, which are incorporated by reference herein.

Nine Months Ended

Years Ended December 31,

September 30,

2015
2014
2013
2016
2015

(in millions)

Operating Data:

Revenue

Finance charge income

$3,381
$3,475
$2,563
$ 2,481
$ 2,544
Other revenue

3,073
1,379

781

4,385

2,032

Total revenue

6,454
4,854
3,344

6,866

4,576

Costs and expenses

Operating expenses

1,293
1,162

770

1,069

945
Leased vehicle expenses

2,200

847

453

3,163

1,423
Provision for loan losses

624

604

475

519

440
Interest expense

1,616
1,426

721

1,505

1,183
Acquisition and integration expenses

--

--

42

--

--

Total costs and expenses

5,733
4,039
2,461

6,256

3,991
Equity income

116

--

--

109

85

Income before income taxes

837

815

883

719

670
Income tax provision

191

278

317

219

155

Net income

$ 646
$ 537
$ 566
$
500
$
515

Comprehensive (loss) income

$
(25)
$
93
$ 580
$
555
$
(8)

S-6
Table of Contents

At December 31,

At September 30,

2015

2014

2013

2016

2015

(in millions)

Balance Sheet Data:

Cash and cash equivalents
$ 3,061 $ 2,974 $ 1,074 $ 2,588 $ 1,602
Finance receivables, net
36,781 33,000 29,282 41,132 35,074
Leased vehicles, net
20,172 7,060 3,383 31,775 16,915
Goodwill
1,189 1,244 1,240 1,198 1,243
Equity in net assets of non-consolidated affiliates

986
--
--
940
978
Total assets
65,904 47,608 37,916 82,111 59,391
Secured debt
30,689 25,173 22,039 35,237 28,234
Unsecured debt
23,657 12,142 6,933 33,526 19,870
Related party taxes payable

--
636
643
--
649
Total liabilities
57,852 40,216 31,631 73,493 51,987
Shareholder's equity
8,052 7,392 6,285 8,618 7,404
Tangible net worth
6,845 6,109 4,981 7,415 6,142
At and for the
At and for the Years Ended
Nine Months Ended

December 31,

September 30,

2015

2014

2013

2016

2015

(in millions)

Origination Volume:

Retail loan origination volume
$17,537 $15,085 $ 9,597 $13,397 $13,107
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Retail lease origination volume
20,199 6,169 2,830 19,438 14,811

Total retail origination volume
$37,736 $21,254 $12,427 $32,835 $27,918

Portfolio Data:

Retail finance receivables
$29,124 $25,672 $23,250 $32,246 $27,987
Retail leases
20,172 7,060 3,383 31,775 16,915
Commercial finance receivables
8,439 8,072 6,700 9,760 7,845

Total earning assets
$57,735 $40,804 $33,333 $73,781 $52,747

Average earning assets
$48,116 $36,684 $24,557 $65,841 $45,690
Credit Performance Data:

Net annualized charge-offs as a percentage of average retail finance
receivables

1.9%
1.8%
1.6%
1.9%
1.8%
Delinquencies greater than 60 days as a percentage of retail finance
receivables

1.6%
1.7%
1.7%
1.5%
1.6%

At December 31,

At September 30,

2015

2014

2013

2016

2015

(in millions, except ratios)

Other Data:

Ratio of total debt to total equity

6.7x
5.0x
4.6x
8.0x
6.5x
Ratio of ending net earning assets to adjusted equity(1)

8.3x
6.5x
6.5x
9.3x
8.4x
Available liquidity(2)
$14,662 $ 9,340 $ 3,939 $15,437 $11,573

(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-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 Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 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 September 30, 2016, we have guaranteed
approximately $4.8 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
September 30, 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
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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

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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 a substantial portion 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 unsecured debt securities issued by us, including the Notes offered hereby, 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 September 30, 2016, the aggregate amount of our subsidiaries' indebtedness was approximately $43.8 billion, of
which $35.4 billion was secured debt. As of September 30, 2016, all of our secured indebtedness was issued by our subsidiaries other than AFSI.
If we default 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 our unsecured indebtedness, including 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.
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Final Prospectus Supplement
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;

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capital expenditures; and

·
future acquisitions, if any.

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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;

·
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, 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 September 30, 2016, on a pro forma basis after giving effect to
the issuance of $1.75 billion of senior notes on October 6, 2016 and the issuance of $106 million of Euro Medium Term Notes issued pursuant to
our Euro Medium Term Note Programme on November 9, 2016, and assuming the issuance by us of $2.5 billion in Notes, we and the guarantor
would have had $29.4 billion of indebtedness (of which none would have been secured indebtedness). As of September 30, 2016, all of our secured
indebtedness was issued by our subsidiaries other than AFSI. In addition, as of September 30, 2016, we have guaranteed approximately
$4.8 billion of indebtedness incurred by our International Segment and our principal Canadian operating subsidiary. As of September 30, 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 September 30, 2016, $0.7 billion of senior notes issued by our principal Canadian operating subsidiary and $2.7 billion of Euro
Medium Term Notes issued pursuant to our Euro Medium Term Note Programme. The guarantor has also guaranteed $1.75 billion of senior notes
issued on October 6, 2016 and the Company and the guarantor have guaranteed $106 million of Euro Medium Term Notes issued pursuant to our
Euro Medium Term Note Programme on November 9, 2016.
https://www.sec.gov/Archives/edgar/data/804269/000119312517008935/d290019d424b2.htm[1/13/2017 9:13:20 AM]

Document Outline

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