Guarantor Condensed Consolidating Financial Statements

The payment of principal and interest on senior notes issued by our top-tier holding company is currently guaranteed solely by AFSI (the Guarantor) and none of our other subsidiaries (the Non-Guarantor Subsidiaries). The Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. The Guarantor’s guarantee may be released only upon customary circumstances, the terms of which vary by issuance. Customary circumstances include the sale or disposition of all of the Guarantor’s assets or capital stock, the achievement of investment grade rating of the senior notes and legal or covenant defeasance.

The condensed 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 and (iv) the parent company and our subsidiaries on a consolidated basis at March 31, 2017 and December 31, 2016, and for the three months ended March 31, 2017 and 2016 (after the elimination of intercompany balances and transactions).

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.

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2017

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	2,040		$	654		$	—		$	2,694
Finance receivables, net	—			7,516			39,394			—			46,910
Leased vehicles, net	—			—			37,302			—			37,302
Goodwill	1,095			—			105			—			1,200
Equity in net assets of non-consolidated affiliates	—			—			998			—			998
Property and equipment, net	—			163			128			—			291
Deferred income taxes	613			75			284			(688		)	284
Related party receivables	—			73			544			—			617
Other assets	3			746			3,743			(248		)	4,244
Due from affiliates	26,778			15,992			—			(42,770		)	—
Investment in affiliates	9,401			5,971			—			(15,372		)	—
Total assets	$	37,890		$	32,576		$	83,152		$	(59,078	)	$	94,540
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Secured debt	$	—		$	—		$	42,827		$	(248	)	$	42,579
Unsecured debt	28,573			—			8,797			—			37,370
Accounts payable and accrued expenses	261			330			910			—			1,501
Deferred income	—			—			2,588			—			2,588
Deferred income taxes	—			—			947			(688		)	259
Related party payables	1			—			447			—			448
Other liabilities	63			476			264			—			803
Due to affiliates	—			25,977			16,793			(42,770		)	—
Total liabilities	28,898			26,783			73,573			(43,706		)	85,548
Shareholder's equity
Common stock	—			—			698			(698		)	—
Additional paid-in capital	6,512			79			4,652			(4,731		)	6,512
Accumulated other comprehensive loss	(1,148		)	(157		)	(1,123		)	1,280			(1,148		)
Retained earnings	3,628			5,871			5,352			(11,223		)	3,628
Total shareholder's equity	8,992			5,793			9,579			(15,372		)	8,992
Total liabilities and shareholder's equity	$	37,890		$	32,576		$	83,152		$	(59,078	)	$	94,540

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2016

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	2,284		$	917		$	—		$	3,201
Finance receivables, net	—			4,969			38,221			—			43,190
Leased vehicles, net	—			—			34,526			—			34,526
Goodwill	1,095			—			101			—			1,196
Equity in net assets of non-consolidated affiliates	—			—			944			—			944
Property and equipment, net	—			152			127			—			279
Deferred income taxes	502			89			274			(591		)	274
Related party receivables	—			25			485			—			510
Other assets	4			643			3,167			(169		)	3,645
Due from affiliates	24,548			16,065			—			(40,613		)	—
Investment in affiliates	8,986			6,445			—			(15,431		)	—
Total assets	$	35,135		$	30,672		$	78,762		$	(56,804	)	$	87,765
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Secured debt	$	—		$	—		$	39,439		$	(169	)	$	39,270
Unsecured debt	26,076			—			8,530			—			34,606
Accounts payable and accrued expenses	302			273			899			—			1,474
Deferred income	—			—			2,365			—			2,365
Deferred income taxes	—			—			811			(591		)	220
Related party payables	1			—			399			—			400
Other liabilities	63			417			257			—			737
Due to affiliates	—			24,437			16,176			(40,613		)	—
Total liabilities	26,442			25,127			68,876			(41,373		)	79,072
Shareholder's equity
Common stock	—			—			698			(698		)	—
Additional paid-in capital	6,505			79			5,345			(5,424		)	6,505
Accumulated other comprehensive loss	(1,238		)	(161		)	(1,223		)	1,384			(1,238		)
Retained earnings	3,426			5,627			5,066			(10,693		)	3,426
Total shareholder's equity	8,693			5,545			9,886			(15,431		)	8,693
Total liabilities and shareholder's equity	$	35,135		$	30,672		$	78,762		$	(56,804	)	$	87,765

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended March 31, 2017

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor		Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	95	$	767	$	—		$	862
Leased vehicle income	—			—		1,942		—			1,942
Other income	—			273		1		(199		)	75
Total revenue	—			368		2,710		(199		)	2,879
Costs and expenses
Salaries and benefits	—			163		66		—			229
Other operating expenses	7			44		222		(110		)	163
Total operating expenses	7			207		288		(110		)	392
Leased vehicle expenses	—			—		1,438		—			1,438
Provision for loan losses	—			73		144		—			217
Interest expense	235			33		440		(89		)	619
Total costs and expenses	242			313		2,310		(199		)	2,666
Equity income	315			215		47		(530		)	47
Income before income taxes	73			270		447		(530		)	260
Income tax (benefit) provision	(129		)	26		161		—			58
Net income	$	202		$	244	$	286	$	(530	)	$	202

Comprehensive income	$	292		$	248	$	386	$	(634	)	$	292

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended March 31, 2016

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	99		$	719	$	—		$	818
Leased vehicle income	—			—			1,184		—			1,184
Other income	(1		)	205			15		(146		)	73
Total revenue	(1		)	304			1,918		(146		)	2,075
Costs and expenses
Salaries and benefits	—			135			58		—			193
Other operating expenses	(4		)	68			170		(93		)	141
Total operating expenses	(4		)	203			228		(93		)	334
Leased vehicle expenses	—			—			893		—			893
Provision for loan losses	—			103			93		—			196
Interest expense	176			(30		)	370		(53		)	463
Total costs and expenses	172			276			1,584		(146		)	1,886
Equity income	255			168			36		(423		)	36
Income before income taxes	82			196			370		(423		)	225
Income tax (benefit) provision	(82		)	12			131		—			61
Net income	$	164		$	184		$	239	$	(423	)	$	164

Comprehensive income	$	316		$	223		$	398	$	(621	)	$	316

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2017

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(273	)	$	103		$	1,586		$	—		$	1,416
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(4,920		)	(3,850		)	2,369			(6,401		)
Principal collections and recoveries on retail finance receivables	—			450			3,145			—			3,595
Proceeds from transfer of retail finance receivables, net	—			2,095			274			(2,369		)	—
Net funding of commercial finance receivables	—			(194		)	(347		)	—			(541		)
Purchases of leased vehicles, net	—			—			(4,794		)	—			(4,794		)
Proceeds from termination of leased vehicles	—			—			1,082			—			1,082
Purchases of property and equipment	—			(19		)	(5		)	—			(24		)
Other investing activities	—			(79		)				79			—
Net change in due from affiliates	(2,230		)	80			—			2,150			—
Net change in investment in affiliates	—			694			—			(694		)	—
Net cash used in investing activities	(2,230		)	(1,893		)	(4,495		)	1,535			(7,083		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	17			—			(285		)	—			(268		)
Borrowings and issuance of secured debt	—			—			8,440			(79		)	8,361
Payments on secured debt	—			—			(4,805		)	—			(4,805		)
Borrowings and issuance of unsecured debt	2,497			—			471			—			2,968
Payments on unsecured debt	—			—			(574		)	—			(574		)
Debt issuance costs	(11		)	—			(16		)	—			(27		)
Net capital contributions	—			—			(694		)	694			—
Net change in due to affiliates	—			1,546			604			(2,150		)	—
Net cash provided by financing activities	2,503			1,546			3,141			(1,535		)	5,655
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(244		)	232			—			(12		)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			37			—			37
Cash, cash equivalents and restricted cash at beginning of period	—			2,284			3,018			—			5,302
Cash, cash equivalents and restricted cash at end of period	$	—		$	2,040		$	3,287		$	—		$	5,327

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidating balance sheet:



	General Motors Financial Company, Inc.		Guarantor		Non- Guarantors		Eliminations		Consolidated
Cash and cash equivalents	$	—	$	2,040	$	654	$	—	$	2,694
Restricted cash included in other assets	—		—		2,633		—		2,633
Total	$	—	$	2,040	$	3,287	$	—	$	5,327

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2016

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(144	)	$	(537	)	$	1,839		$	—		$	1,158
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(4,466		)	(4,388		)	4,689			(4,165		)
Principal collections and recoveries on retail finance receivables	—			359			2,912			—			3,271
Proceeds from transfer of retail finance receivables, net	—			2,866			1,823			(4,689		)	—
Net funding of commercial finance receivables	—			(227		)	(797		)	—			(1,024		)
Purchases of leased vehicles, net	—			—			(5,158		)	—			(5,158		)
Proceeds from termination of leased vehicles	—			—			481			—			481
Purchases of property and equipment	—			(15		)	(5		)	—			(20		)
Other investing activities	—			(60		)	1			60			1
Net change in due from affiliates	(2,587		)	(1,208		)	—			3,795			—
Net change in investment in affiliates	—			336			—			(336		)	—
Net cash used in investing activities	(2,587		)	(2,415		)	(5,131		)	3,519			(6,614		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	—			—			757			—			757
Borrowings and issuance of secured debt	—			—			7,114			(60		)	7,054
Payments on secured debt	—			—			(5,251		)	—			(5,251		)
Borrowings and issuance of unsecured debt	2,744			—			387			—			3,131
Payments on unsecured debt	—			—			(241		)	—			(241		)
Debt issuance costs	(13		)	—			(13		)	—			(26		)
Net capital contributions	—			—			(336		)	336			—
Net change in due to affiliates	—			2,732			1,063			(3,795		)	—
Net cash provided by financing activities	2,731			2,732			3,480			(3,519		)	5,424
Net increase (decrease) in cash, cash equivalents, and restricted cash	—			(220		)	188			—			(32		)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			58			—			58
Cash, cash equivalents and restricted cash at beginning of period	—			2,319			2,683			—			5,002
Cash, cash equivalents and restricted cash at end of period	$	—		$	2,099		$	2,929		$	—		$	5,028