Guarantor Consolidating Financial Statements

The payment of principal and interest on senior notes is currently guaranteed solely by AFSI (the "Guarantor") and none of our other subsidiaries (the "Non-Guarantor Subsidiaries"). The separate financial statements of the Guarantor are not included herein because the Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. A subsidiary guarantee can be released under customary circumstances, including (i) the subsidiary is sold or sells all of its assets; (ii) the subsidiary is declared "unrestricted" for covenant purposes; (iii) the subsidiary's guarantee of other indebtedness is terminated or released; (iv) the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied; (v) the rating on the parent's debt securities is changed to investment grade; or (vi) the parent's debt securities are converted or exchanged into equity securities.

The consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent only basis), (ii) the Guarantor, (iii) the combined Non-Guarantor Subsidiaries, (iv) an elimination column for adjustments to arrive at the information for the parent company and our subsidiaries on a consolidated basis and (v) the parent company and our subsidiaries on a consolidated basis as of December 31, 2013 and December 31, 2012, and for the years ended December 31, 2013, 2012 and 2011.

Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions.

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

December 31, 2013

(in millions)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—		$	395		$	679		$	—		$	1,074
Finance receivables, net	—			612			28,670			—			29,282
Restricted cash	—			20			1,938			—			1,958
Property and equipment, net	—			5			127			—			132
Leased vehicles, net	—			—			3,383			—			3,383
Deferred income taxes	1			—			358			—			359
Goodwill	1,095			—			145			—			1,240
Related party receivables	29			—			100						129
Other assets	74			5			358			(4		)	433
Due from affiliates	3,754			863						(4,617		)	—
Investment in affiliates	6,994			3,565			—			(10,559		)	—
Total assets	$	11,947		$	5,465		$	35,758		$	(15,180	)	$	37,990
Liabilities and Shareholder's Equity
Liabilities:
Secured debt	$	—		$	—		$	22,073		$	—		$	22,073
Unsecured debt	4,000			—			2,973			—			6,973
Accounts payable and accrued expenses	101			133			716			(4		)	946
Deferred income	—			—			168			—			168
Deferred taxes liabilities	(28		)	161			(46		)	—			87
Taxes payable	83			—			204			—			287
Related party taxes payable	643			—			1			(1		)	643
Related party payable	—			—			368						368
Other liabilities	—			14			146			—			160
Due to affiliates	863			1,474			2,280			(4,617		)	—
Total liabilities	5,662			1,782			28,883			(4,622		)	31,705
Shareholder's equity:
Common stock	—			—			532			(532		)	—
Additional paid-in capital	4,785			79			3,833			(3,912		)	4,785
Accumulated other comprehensive income	11			(8		)	24			(16		)	11
Retained earnings	1,489			3,612			2,486			(6,098		)	1,489
Total shareholder's equity	6,285			3,683			6,875			(10,558		)	6,285
Total liabilities and shareholder's equity	$	11,947		$	5,465		$	35,758		$	(15,180	)	$	37,990

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

December 31, 2012

(in millions)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—		$	1,252		$	37		$	—		$	1,289
Finance receivables, net	—			1,558			9,440			—			10,998
Restricted cash	—			—			744			—			744
Property and equipment, net	—			4			48			—			52
Leased vehicles, net	—			—			1,703			—			1,703
Deferred income taxes	39			(28		)	96			—			107
Goodwill	1,095			—			13			—			1,108
Related party receivables	66			—			—			—			66
Other assets	14			18			98			—			130
Due from affiliates	2,063			—			—			(2,063		)	—
Investment in affiliates	3,274			2,193			—			(5,467		)	—
Total assets	$	6,551		$	4,997		$	12,179		$	(7,530	)	$	16,197
Liabilities and Shareholder's Equity
Liabilities:
Secured debt	$	—		$	—		$	9,378		$	—		$	9,378
Unsecured debt	1,500			—			—			—			1,500
Accounts payable and accrued expenses	22			90			105			—			217
Deferred income	—			—			70			—			70
Taxes payable	91			4			(2		)	—			93
Related party payables	559			—			—			—			559
Other liabilities	—			—			1			—			1
Due to affiliates	—			1,669			394			(2,063		)	—
Total liabilities	2,172			1,763			9,946			(2,063		)	11,818
Shareholder's equity:
Common stock	—			—			570			(570		)	—
Additional paid-in capital	3,459			79			123			(202		)	3,459
Accumulated other comprehensive (loss) income	(3		)	(11		)	13			(2		)	(3		)
Retained earnings	923			3,166			1,527			(4,693		)	923
Total shareholder's equity	4,379			3,234			2,233			(5,467		)	4,379
Total liabilities and shareholder's equity	$	6,551		$	4,997		$	12,179		$	(7,530	)	$	16,197

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

Year Ended December 31, 2013

(in millions)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	140		$	2,423	$	—		$	2,563
Leased vehicle income	—			—			595		—			595
Other income	56			433			105		(408		)	186
Equity in income of affiliates	584			551			—		(1,135		)	—
	640			1,124			3,123		(1,543		)	3,344
Costs and expenses
Salaries and benefits	—			216			232		—			448
Other operating expenses	(100		)	228			441		(247		)	322
Total operating expenses	(100		)	444			673		(247		)	770
Leased vehicle expenses	—			—			453		—			453
Provision for loan losses	—			239			236		—			475
Interest expense	180			37			665		(161		)	721
Acquisition and integration expenses	—			—			42		—			42
	80			720			2,069		(408		)	2,461
Income before income taxes	560			404			1,054		(1,135		)	883
Income tax (benefit) provision	(6		)	(42		)	365		—			317
Net income	$	566		$	446		$	689	$	(1,135	)	$	566

Comprehensive income	$	580		$	449		$	700	$	(1,149	)	$	580

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

Year Ended December 31, 2012

(in millions)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	150		$	1,444	$	—		$	1,594
Leased vehicle income	—			—			289		$	—		289
Other income	45			194			250		(412		)	77
Equity in income of affiliates	489			599			—		(1,088		)	—
	534			943			1,983		(1,500		)	1,960
Costs and expenses
Salaries and benefits	—			201			97		—			298
Other operating expenses (income)	15			(115		)	200		—			100
Total operating expenses	15			86			297					398
Leased vehicle expenses	—			—			211		—			211
Provision for loan losses	—			231			73		—			304
Interest expense	67			166			462		(412		)	283
Acquisition and integration expenses	—			—			20		—			20
	82			483			1,063		(412		)	1,216
Income before income taxes	452			460			920		(1,088		)	744
Income tax (benefit) provision	(11		)	(41		)	333					281
Net income	$	463		$	501		$	587	$	(1,088	)	$	463

Comprehensive income	$	467		$	501		$	593	$	(1,094	)	$	467

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

Year Ended December 31, 2011

(in millions)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	107		$	1,140	$	—		$	1,247
Leased vehicle income	—			—			98		—			98
Other income	51			295			509		(790		)	65
Equity in income of affiliates	405			489			—		(894		)	—
	456			891			1,747		(1,684		)	1,410
Costs and expenses
Salaries and benefits	—			174			80		—			254
Other operating expenses	18			(85		)	152		—			85
Total operating expenses	18			89			232		—			339
Leased vehicle expenses	—			—			67		—			67
Provision for loan losses	—			158			20		—			178
Interest expense	60			307			627		(790		)	204
	78			554			946		(790		)	788
Income before income taxes	378			337			801		(894		)	622
Income tax (benefit) provision	(8		)	(51		)	295		—			236
Net income	$	386		$	388		$	506	$	(894	)	$	386

Comprehensive income	$	377		$	388		$	450	$	(838	)	$	377

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2013

(in millions)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors				Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	566		$	446		$	689			$	(1,135	)	$	566
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8			2			535				—			545
Accretion and amortization of loan and leasing fees	—			2			(90		)		—			(88		)
Amortization of carrying value adjustment	—			(2		)	(92		)		—			(94		)
Amortization of purchase accounting adjustment	—			—			4				—			4
Provision for loan losses	—			239			236				—			475
Deferred income taxes	9			133			37				—			179
Stock based compensation expense	9			—			—				—			9
Foreign currency translation gain	(118		)							118				(118		)
Other	—			—			(53		)		—			(53		)
Equity in income of affiliates	(584		)	(551		)	—				1,135			—
Changes in assets and liabilities:
Other assets	(71		)	22			(78		)		—			(127		)
Accounts payable and accrued expenses	73			34			88				—			195
Taxes payable	(6		)	(5		)	31				—			20
Related party taxes payable	76						(179		)		—			(103		)
Net cash provided by operating activities	(38		)	320			1,128				—			1,410
Cash flows from investing activities:
Purchases of consumer finance receivables, net	—			(5,134		)	(10,398		)		5,936			(9,596		)
Principal collections and recoveries on consumer finance receivables	—			(124		)	7,648				—			7,524
Proceeds from sale of consumer finance receivables, net	—			5,936			—				(5,936		)	—
Funding of commercial finance receivables, net	—			(1,852		)	(26,938		)		824			(27,966		)
Collections of commercial finance receivables	—			1,067			25,758				46			26,871
Proceeds from sale of commercial finance receivables, net	—			824			—				(824		)	—
Purchases of leased vehicles, net	—			—			(2,262		)		—			(2,262		)
Proceeds from termination of leased vehicles	—			—			217				—			217
Acquisition of international operations, net of cash on hand	(3,222		)	(863		)	607				863			(2,615		)
Purchases of property and equipment	—			(3		)	(13		)		—			(16		)
Change in restricted cash	—			(16		)	(251		)		—			(267		)
Change in other assets	—			—			3				—			3
Net change in investment in affiliates	(29		)	(818		)	—				847			—
Net cash used in investing activities	(3,251		)	(983		)	(5,629		)		1,756			(8,107		)
Cash flows from financing activities:
Borrowings and issuance of secured debt	—			—			17,378				—			17,378
Payments on secured debt	—			—			(13,222		)		—			(13,222		)
Borrowings and issuance of unsecured debt	2,500			—			2,724				—			5,224
Payments on unsecured debt	—			—			(2,699		)		—			(2,699		)
Borrowings on related party line of credit	1,100			—			—				—			1,100
Payments on related party line of credit	(1,100		)	—			—				—			(1,100		)
Repayment of debt to Ally Financial	—			—			(1,416		)		—			(1,416		)
Net capital contributions	1,478			—			672				(850		)	1,300
Debt issuance costs	(30		)	—			(46		)		—			(76		)
Net change in due from/due to affiliates	(660		)	(194		)	1,763				(909		)	—
Other	1						1							2
Net cash provided by (used in) financing activities	3,289			(194		)	5,155				(1,759		)	6,491
Net (decrease) increase in cash and cash equivalents	—			(857		)	654				(3		)	(206		)
Effect of foreign exchange rate changes on cash and cash equivalents	—			—			(12		)		3			(9		)
Cash and cash equivalents at beginning of period	—			1,252			37				—			1,289
Cash and cash equivalents at end of period	$	—		$	395		$	679			$	—		$	1,074

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2012

(in millions)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	463		$	501		$	587		$	(1,088	)	$	463
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3			2			250			—			255
Accretion and amortization of loan and leasing fees	—			—			(53		)	—			(53		)
Amortization of carrying value adjustment	—			—			(11		)	—			(11		)
Amortization of purchase accounting adjustment	—			—			(32		)	—			(32		)
Provision for loan losses	—			231			73			—			304
Deferred income taxes	(10		)	78			(65		)	—			3
Stock based compensation expense	4			—			—			—			4
Other	—			2			(13		)	—			(11		)
Equity in income of affiliates	(489		)	(599		)	—			1,088			—
Changes in assets and liabilities:
Other assets	3			(4		)	3			—			2
Accounts payable and accrued expenses	3			32			13			—			48
Taxes payable	11			(1		)	(2		)	—			8
Intercompany taxes payable	258			—			—			—			258
Net cash provided by operating activities	246			242			750			—			1,238
Cash flows from investing activities:
Purchases of consumer finance receivables, net	—			(5,556		)	(4,888		)	4,888			(5,556		)
Principal collections and recoveries on consumer finance receivables	—			(1		)	4,008			—			4,007
Proceeds from sale of consumer finance receivables, net	—			4,888			—			(4,888		)	—
Funding of commercial finance receivables, net	—			(1,224		)	—			—			(1,224		)
Collections of commercial finance receivables	—			667			—			—			667
Purchases of leased vehicles, net	—			—			(1,077		)	—			(1,077		)
Proceeds from termination of leased vehicles	—			—			55			—			55
Purchases of property and equipment	—			(2		)	(11		)	—			(13		)
Change in restricted cash	—			—			312			—			312
Change in other assets	(45		)	31			3			—			(11		)
Net change in investment in affiliates	—			2,738			—			(2,738		)	—
Net cash (used in) provided by investing activities	(45		)	1,541			(1,598		)	(2,738		)	(2,840		)
Cash flows from financing activities:
Borrowings and issuance of secured debt	—			—			7,600			—			7,600
Payments on secured debt	—			—			(6,233		)	—			(6,233		)
Borrowings and issuance of unsecured debt	1,000			—			—			—			1,000
Debt issuance costs	(12		)	—			(36		)	—			(48		)
Retirement of debt	(1		)	—			—			—			(1		)
Net capital contribution to subsidiaries	—			—			(2,745		)	2,745			—
Net change in due from/due to affiliates	(1,188		)	(1,032		)	2,220			—			—
Net cash (used in) provided by financing activities	(201		)	(1,032		)	806			2,745			2,318
Net increase (decrease) in cash and cash equivalents	—			751			(42		)	7			716
Effect of foreign exchange rate changes on cash and cash equivalents	—			—			8			(7		)	1
Cash and cash equivalents at beginning of period	—			501			71			—			572
Cash and cash equivalents at end of period	$	—		$	1,252		$	37		$	—		$	1,289

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2011

(in millions)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	386		$	388		$	506		$	(894	)	$	386
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	6			2			102			—			110
Accretion and amortization of loan and leasing fees	—			(2		)	(19		)	—			(21		)
Amortization of carrying value adjustment	—			10			167			—			177
Amortization of purchase accounting adjustment	—			—			(68		)	—			(68		)
Provision for loan losses	—			158			20			—			178
Deferred income taxes	98			(1		)	(47		)	—			50
Stock based compensation expense	17			—			—			—			17
Other	2			18			(43		)				(23		)
Equity in income of affiliates	(405		)	(489		)				894			—
Changes in assets and liabilities:													—
Other assets	2			—			33			—			35
Accounts payable and accrued expenses	(35		)	30			(16		)	—			(21		)
Taxes payable	(76		)	5			(6		)	—			(77		)
Intercompany taxes payable	258			—			—			—			258
Net cash provided by operating activities	253			119			629			—			1,001
Cash flows from investing activities:
Purchases of consumer finance receivables, net	—			(5,021		)	(4,803		)	4,803			(5,021		)
Principal collections and recoveries on consumer finance receivables	—			1			3,718			—			3,719
Proceeds from sale of consumer finance receivables, net	—			4,803			—			(4,803		)	—
Purchases of leased vehicles, net	—						(857		)	—			(857		)
Proceeds from termination of leased vehicles	—			—			38			—			38
Acquisition of companies, net of cash acquired	—			—			(1		)	—			(1		)
Purchases of property and equipment	2			(2		)	(8		)	—			(8		)
Change in restricted cash	—			—			2			—			2
Change in other assets	—			(3		)	(9		)	—			(12		)
Net change in investment in affiliates	(7		)	792						(785		)	—
Net cash (used in) provided by investing activities	(5		)	570			(1,920		)	(785		)	(2,140		)
Cash flows from financing activities:
Borrowings and issuance of secured debt	—			—			8,067			—			8,067
Payments on secured debt	—			—			(6,922		)	—			(6,922		)
Borrowings and issuance of unsecured debt	500			—			—			—			500
Borrowings on related party line of credit	200			—			—			—			200
Payments on related party line of credit	(200		)	—			—			—			(200		)
Debt issuance costs	(8		)	—			(41		)	—			(49		)
Retirement of Debt	(75		)	—			—			—			(75		)
Net capital contribution to subsidiaries	—			16			721			(737		)	—
Other	(1		)	—			—			—			(1		)
Net change in (due from) due to affiliates	(653		)	(389		)	(463		)	1,505			—
Net cash (used in) provided by financing activities	(237		)	(373		)	1,362			768			1,520
Net increase in cash and cash equivalents	11			316			71			(17		)	381
Effect of foreign exchange rate changes on cash and cash equivalents	(11		)	—			(9		)	17			(3		)
Cash and cash equivalents at beginning of period	—			185			9			—			194
Cash and cash equivalents at end of period	$	—		$	501		$	71		$	—		$	572