Credit Facilities

3 Months Ended

Mar. 31, 2013

Line of Credit Facility [Abstract]

Line Of Credit Facilities [Text Block]

Credit Facilities

Amounts outstanding under our credit facilities are as follows (in thousands):

	March 31, 2013		December 31, 2012
Syndicated warehouse facility	$	948,272
Lease warehouse facility – U.S.	863,721
Floorplan warehouse facility - U.S.	500,000
Lease warehouse facility – Canada	407,141		$	354,203
	$	2,719,134	$	354,203

Further detail regarding terms and availability of the credit facilities as of March 31, 2013 is as follows (in thousands):

Facility	Facility Amount		Advances Outstanding		Assets Pledged (f)		Restricted Cash Pledged (g)
Syndicated warehouse facility(a)	$	2,500,000	$	948,272	$	1,215,978	$	24,315
Lease warehouse facility – U.S.(b)	1,200,000		863,721		1,418,025
Floorplan warehouse facility - U.S.(c)	1,000,000		500,000		739,638		6,849
Lease warehouse facility – Canada(d)	787,440		407,141		629,100		2,998
GM Related Party Credit Facility(e)	300,000
	$	5,787,440	$	2,719,134	$	4,002,741	$	34,162

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(a) In May 2013, when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the receivables pledged until February 2020 when the remaining balance will be due and payable.

(b) In May 2014, when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until November 2019 when any remaining amount outstanding will be due and payable.

(c) In March 2013 we entered into a $1.0 billion floorplan facility in the U.S. In March 2014, when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid in fixedamountsover a six month period, with a final maturity in August 2014.

(d) In July 2013, when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until January 2019 when any remaining amount outstanding will be due and payable. This facility amount represents C$800.0 million, and advances outstanding of

C$413.6 million.

(e) Effective April 1, 2013, we renewed and increased the GM Related Party Credit Facility ("GM Related Party Credit Facility") with GM Holdings to $1.5 billion. The facility will be reduced to $600.0 million in June 2013, and has maturity date of September 2014.

(f) Borrowings on the warehouse facilities are collateralized by finance receivables, while borrowings on the lease warehouse facilities are collateralized by leasing related assets.

(g) These amounts do not include cash collected on finance receivables and leasing related assets pledged of $18.9 million, which are also included in restricted cash – credit facilities on the consolidated balance sheets.

Our syndicated warehouse and lease warehouse facilities with participating banks provide financing either directly or through institutionally managed commercial paper conduits. Under these funding agreements, we transfer finance receivables or leasing related assets to our special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the bank participants or agents, collateralized by such finance and lease contracts and cash. The bank participants or agents provide funding under the notes to the subsidiaries pursuant to an advance formula, and the subsidiaries forward the funds to us in consideration for the transfer of assets. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables, leasing related assets and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to our creditors or our other subsidiaries. Advances under the funding agreements generally bear interest at commercial paper rates, London Interbank Offered Rates ("LIBOR"), Canadian Dollar Offered Rate ("CDOR") or prime rates plus a credit spread and specified fees depending upon the source of funds provided by the bank participants or agents. For the syndicated warehouse, floorplan and lease warehouse – Canada we are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under these credit facilities.

Our credit facilities, other than the GM Related Party Credit Facility, contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of March 31, 2013, we were in compliance with all covenants in our credit facilities.

The following table presents the weighted average interest rate, the average amount outstanding and the maximum amount outstanding on the following credit facilities during the three months ended March 31, 2013 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.40	%	$	52,682	$	948,272
Lease warehouse facility – U.S.	1.82	%	57,581		863,721
Lease warehouse facility – Canada(a)	2.67	%	381,546		407,141
Floorplan warehouse facility - U.S.	0.91	%	27,778		500,000

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(a) Average amount outstanding and maximum amount outstanding represent C$387.6 million and C$413.6 million.

There were no borrowings or repayments on the GM Related Party Credit Facility during the three months ended March 31, 2013.

The following table presents the weighted average interest rate, the average amount outstanding and the maximum amount outstanding on the syndicated warehouse facility and the lease warehouse facility – Canada during the three months ended March 31, 2012 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.63	%	$	128,309	$	621,257
Lease warehouse facility – Canada(a)	2.59	%	212,485		248,176

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(a) Average amount outstanding and maximum amount outstanding represent C$212.4 million and C$248.0 million.

There were no borrowings or repayments on the lease warehouse facility – U.S. or the GM Related Party Credit Facility during the three months ended March 31, 2012.

Our available liquidity for strategic initiatives consists of a three-year, $5.5 billion secured revolving credit facility that GM entered into in November 2012 that includes a GM Financial borrowing sub-limit of $4.0 billion ("GM Revolving Credit Facility").

Our borrowings under the facility are limited by GM's ability to borrow under the facility.  Therefore, we may be able to borrow up to $4.0 billion or we may be unable to borrow depending upon GM's borrowing activity.   If we do borrow under the facility we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our or our subsidiaries' assets secure this facility.

Debt issuance costs are amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $9.8 million and $4.5 million as of March 31, 2013 and December 31, 2012 are included in other assets.

Schedule of Line of Credit Facilities [Table Text Block]

Further detail regarding terms and availability of the credit facilities as of March 31, 2013 is as follows (in thousands):

Facility	Facility Amount		Advances Outstanding		Assets Pledged (f)		Restricted Cash Pledged (g)
Syndicated warehouse facility(a)	$	2,500,000	$	948,272	$	1,215,978	$	24,315
Lease warehouse facility – U.S.(b)	1,200,000		863,721		1,418,025
Floorplan warehouse facility - U.S.(c)	1,000,000		500,000		739,638		6,849
Lease warehouse facility – Canada(d)	787,440		407,141		629,100		2,998
GM Related Party Credit Facility(e)	300,000
	$	5,787,440	$	2,719,134	$	4,002,741	$	34,162

_________________ 

(a) In May 2013, when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the receivables pledged until February 2020 when the remaining balance will be due and payable.

(b) In May 2014, when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until November 2019 when any remaining amount outstanding will be due and payable.

(c) In March 2013 we entered into a $1.0 billion floorplan facility in the U.S. In March 2014, when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid in fixedamountsover a six month period, with a final maturity in August 2014.

(d) In July 2013, when the revolving period ends, and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until January 2019 when any remaining amount outstanding will be due and payable. This facility amount represents C$800.0 million, and advances outstanding of

C$413.6 million.

(e) Effective April 1, 2013, we renewed and increased the GM Related Party Credit Facility ("GM Related Party Credit Facility") with GM Holdings to $1.5 billion. The facility will be reduced to $600.0 million in June 2013, and has maturity date of September 2014.

(f) Borrowings on the warehouse facilities are collateralized by finance receivables, while borrowings on the lease warehouse facilities are collateralized by leasing related assets.

(g) These amounts do not include cash collected on finance receivables and leasing related assets pledged of $18.9 million, which are also included in restricted cash – credit facilities on the consolidated balance sheets.