Guarantor 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 in certain circumstances, including the sale or disposition of all of the Guarantor’s assets or capital stock, legal or covenant defeasance, and the discharge of certain guaranteed senior notes.

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 and (iv) the parent company and our subsidiaries on a consolidated basis at December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 (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.

CONSOLIDATING BALANCE SHEET

December 31, 2017



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	3,535		$	730		$	—		$	4,265
Finance receivables, net	—			9,569			32,603			—			42,172
Leased vehicles, net	—			—			42,882			—			42,882
Goodwill	1,095			—			102			—			1,197
Equity in net assets of non-consolidated affiliate	—			—			1,187			—			1,187
Property and equipment, net	—			192			67			—			259
Deferred income taxes	549			21			249			(570		)	249
Related party receivables	2			23			284			—			309
Other assets	9			1,284			3,604			(402		)	4,495
Due from affiliates	35,312			22,603			—			(57,915		)	—
Investment in affiliates	9,870			6,426			—			(16,296		)	—
Total assets	$	46,837		$	43,653		$	81,708		$	(75,183	)	$	97,015
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt	$	—		$	—		$	40,289		$	(402	)	$	39,887
Unsecured debt	36,145			—			4,685			—			40,830
Accounts payable and accrued expenses	338			382			902			—			1,622
Deferred income	—			—			3,221			—			3,221
Deferred income taxes	—			—			858			(570		)	288
Related party payables	2			—			90			—			92
Other liabilities	58			585			138			—			781
Due to affiliates	—			35,110			22,805			(57,915		)	—
Total liabilities	36,543			36,077			72,988			(58,887		)	86,721
Shareholders' equity
Common stock	—			—			698			(698		)	—
Preferred stock	—			—			—			—			—
Additional paid-in capital	7,525			79			2,123			(2,202		)	7,525
Accumulated other comprehensive loss	(768		)	(109		)	(714		)	823			(768		)
Retained earnings	3,537			7,606			6,613			(14,219		)	3,537
Total shareholders' equity	10,294			7,576			8,720			(16,296		)	10,294
Total liabilities and shareholders' equity	$	46,837		$	43,653		$	81,708		$	(75,183	)	$	97,015

CONSOLIDATING BALANCE SHEET

December 31, 2016



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	2,284		$	531		$	—		$	2,815
Finance receivables, net	—			4,969			28,506			—			33,475
Leased vehicles, net	—			—			34,342			—			34,342
Goodwill	1,095			—			101			—			1,196
Equity in net assets of non-consolidated affiliate	—			—			944			—			944
Property and equipment, net	—			152			62			—			214
Deferred income taxes	502			89			242			(591		)	242
Related party receivables	—			25			322			—			347
Other assets	4			643			2,761			(169		)	3,239
Assets held for sale	—			—			10,959			(8		)	10,951
Due from affiliates	24,548			16,065			—			(40,613		)	—
Investment in affiliates	8,986			6,445			—			(15,431		)	—
Total assets	$	35,135		$	30,672		$	78,770		$	(56,812	)	$	87,765
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Secured debt	$	—		$	—		$	35,256		$	(169	)	$	35,087
Unsecured debt	26,076			—			3,400			—			29,476
Accounts payable and accrued expenses	302			273			749			—			1,324
Deferred income	—			—			2,355			—			2,355
Deferred income taxes	—			—			814			(591		)	223
Related party payables	1			—			319			—			320
Other liabilities	63			417			114			—			594
Liabilities held for sale	—			—			9,694			(1		)	9,693
Due to affiliates	—			24,437			16,183			(40,620		)	—
Total liabilities	26,442			25,127			68,884			(41,381		)	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		$	78,770		$	(56,812	)	$	87,765

CONSOLIDATING STATEMENT OF INCOME

Year Ended December 31, 2017



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	513		$	2,743		$	—		$	3,256
Leased vehicle income	—			—			8,606			—			8,606
Other income	1			1,169			(7		)	(874		)	289
Total revenue	1			1,682			11,342			(874		)	12,151
Costs and expenses
Salaries and benefits	—			688			157			—			845
Other operating expenses	258			(43		)	831			(501		)	545
Total operating expenses	258			645			988			(501		)	1,390
Leased vehicle expenses	—			—			6,415			—			6,415
Provision for loan losses	—			430			327			—			757
Interest expense	1,102			72			1,765			(373		)	2,566
Total costs and expenses	1,360			1,147			9,495			(874		)	11,128
Equity income	2,050			1,615			173			(3,665		)	173
Income from continuing operations before income taxes	691			2,150			2,020			(3,665		)	1,196
Income tax (benefit) provision	(238		)	158			191			—			111
Income from continuing operations	929			1,992			1,829			(3,665		)	1,085
Loss from discontinued operations, net of tax	(268		)	(13		)	(143		)	—			(424		)
Net income	661			1,979			1,686			(3,665		)	661

Net income attributable to common shareholder	$	645		$	1,979		$	1,686		$	(3,665	)	$	645

Comprehensive income	$	1,131		$	2,031		$	2,195		$	(4,226	)	$	1,131

CONSOLIDATING STATEMENT OF INCOME

Year Ended December 31, 2016



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	432		$	2,414	$	—		$	2,846
Leased vehicle income	—			—			5,896		—			5,896
Other income	(1		)	883			34		(675		)	241
Total revenue	(1		)	1,315			8,344		(675		)	8,983
Costs and expenses
Salaries and benefits	—			597			138		—			735
Other operating expenses	2			200			715		(402		)	515
Total operating expenses	2			797			853		(402		)	1,250
Leased vehicle expenses	—			—			4,506		—			4,506
Provision for loan losses	—			378			266		—			644
Interest expense	557			296			1,392		(273		)	1,972
Total costs and expenses	559			1,471			7,017		(675		)	8,372
Equity income	994			771			151		(1,765		)	151
Income from continuing operations before income taxes	434			615			1,478		(1,765		)	762
Income tax (benefit) provision	(341		)	(89		)	535		—			105
Income from continuing operations	775			704			943		(1,765		)	657
(Loss) income from discontinued operations, net of tax	(21		)	—			118		—			97
Net income	$	754		$	704		$	1,061	$	(1,765	)	$	754

Comprehensive income	$	620		$	718		$	933	$	(1,651	)	$	620

CONSOLIDATING STATEMENT OF INCOME

Year Ended December 31, 2015



	General Motors Financial Company, Inc.			Guarantor		Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	403	$	2,445	$	—		$	2,848
Leased vehicle income	—			—		2,795		—			2,795
Other income	13			505		97		(391		)	224
Total revenue	13			908		5,337		(391		)	5,867
Costs and expenses
Salaries and benefits	—			332		277		—			609
Other operating expenses	64			105		524		(251		)	442
Total operating expenses	64			437		801		(251		)	1,051
Leased vehicle expenses	—			—		2,190		—			2,190
Provision for loan losses	—			398		205		—			603
Interest expense	488			18		1,094		(140		)	1,460
Total costs and expenses	552			853		4,290		(391		)	5,304
Equity income	941			579		116		(1,520		)	116
Income from continuing operations before income taxes	402			634		1,163		(1,520		)	679
Income tax (benefit) provision	(224		)	25		393		—			194
Income from continuing operations	626			609		770		(1,520		)	485
Income from discontinued operations, net of tax	20			—		141		—			161
Net income	$	646		$	609	$	911	$	(1,520	)	$	646

Comprehensive (loss) income	$	(25	)	$	498	$	225	$	(723	)	$	(25	)

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2017



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities
Net income	$	929		$	1,992		$	1,829		$	(3,665	)	$	1,085
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Depreciation and amortization	44			37			6,625			—			6,706
Accretion and amortization of loan and leasing fees	—			16			(1,727		)	—			(1,711		)
Undistributed earnings of non-consolidated affiliate, net	(2,050		)	(1,615		)	(173		)	3,665			(173		)
Provision for loan losses	—			430			327			—			757
Deferred income taxes	(80		)	72			50			—			42
Stock-based compensation expense	39			—			9			—			48
Other operating activities	171			(281		)	(196		)	—			(306		)
Changes in assets and liabilities:
Other assets	(5		)	25			(74		)	—			(54		)
Accounts payable and accrued expenses	26			56			71			—			153
Taxes payable	(4		)	—			(25		)	—			(29		)
Related party payables	1			—			—			—			1
Net cash (used in) provided by operating activities - continuing operations	(929		)	732			6,716			—			6,519
Net cash provided by (used in) operating activities - discontinued operations	26			(14		)	221			—			233
Net cash (used in) provided by operating activities	(903		)	718			6,937			—			6,752
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(20,769		)	(16,969		)	18,214			(19,524		)
Principal collections and recoveries on retail finance receivables	—			2,577			10,277			—			12,854
Proceeds from transfer of retail finance receivables, net	—			13,509			4,705			(18,214		)	—
Net funding of commercial finance receivables	—			(302		)	(2,282		)	—			(2,584		)
Purchases of leased vehicles, net	—			—			(19,180		)	—			(19,180		)
Proceeds from termination of leased vehicles	—			—			6,667			—			6,667
Purchases of property and equipment	—			(77		)	(17		)	—			(94		)
Other investing activities	—			(233		)	2			233			2
Net change in due from affiliates	(10,764		)	(6,538		)	—			17,302			—
Net change in investment in affiliates	657			1,686			—			(2,343		)	—
Net cash used in investing activities - continuing operations	(10,107		)	(10,147		)	(16,797		)	15,192			(21,859		)
Net cash provided by (used in) investing activities - discontinued operations	729			—			(726		)	—			3
Net cash used in investing activities	(9,378		)	(10,147		)	(17,523		)	15,192			(21,856		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	129			—			(234		)	—			(105		)
Borrowings and issuance of secured debt	—			—			32,713			(233		)	32,480
Payments on secured debt	—			—			(27,451		)	—			(27,451		)
Borrowings and issuance of unsecured debt	12,216			—			3,667			—			15,883
Payments on unsecured debt	(2,450		)	—			(2,568		)	—			(5,018		)
Debt issuance costs	(49		)	—			(106		)	—			(155		)
Proceeds from issuance of preferred stock	985			—			—			—			985
Dividends paid	(550		)	—			—			—			(550		)
Net capital contributions	—			—			(2,343		)	2,343			—
Net change in due to affiliates	—			10,680			6,622			(17,302		)	—
Net cash provided by financing activities - continuing operations	10,281			10,680			10,300			(15,192		)	16,069
Net cash provided by financing activities - discontinued operations	—			—			219			—			219
Net cash provided by financing activities	10,281			10,680			10,519			(15,192		)	16,288
Net increase (decrease) in cash, cash equivalents and restricted cash	—			1,251			(67		)	—			1,184
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			81			—			81
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	$	—		$	3,535		$	3,032		$	—		$	6,567
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	—		$	3,535		$	3,032		$	—		$	6,567
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	—		$	—		$	—		$	—		$	—

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



	General Motors Financial Company, Inc.		Guarantor		Non- Guarantors		Eliminations		Consolidated
Cash and cash equivalents	$	—	$	3,535	$	730	$	—	$	4,265
Restricted cash included in other assets	—		—		2,302		—		2,302
Total	$	—	$	3,535	$	3,032	$	—	$	6,567

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2016



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities
Net income	$	775		$	704		$	943		$	(1,765	)	$	657
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Depreciation and amortization	37			26			4,726			—			4,789
Accretion and amortization of loan and leasing fees	—			17			(1,153		)	—			(1,136		)
Amortization of carrying value adjustment	—			(3		)	(25		)	—			(28		)
Undistributed earnings of non-consolidated affiliate, net	(994		)	(771		)	(22		)	1,765			(22		)
Provision for loan losses	—			378			266			—			644
Deferred income taxes	(334		)	(390		)	732			—			8
Stock-based compensation expense	24			—			1			—			25
Other operating activities	(299		)	298			(148		)	—			(149		)
Changes in assets and liabilities:
Other assets	18			(347		)	(103		)	—			(432		)
Accounts payable and accrued expenses	117			(438		)	530			—			209
Taxes payable	(1		)	—			(4		)	—			(5		)
Related party payables	—			—			1			—			1
Net cash (used in) provided by operating activities - continuing operations	(657		)	(526		)	5,744			—			4,561
Net cash provided by (used in) operating activities - discontinued operations	—			(9		)	329			—			320
Net cash (used in) provided by operating activities	(657		)	(535		)	6,073			—			4,881
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(15,847		)	(16,464		)	18,131			(14,180		)
Principal collections and recoveries on retail finance receivables	—			1,542			8,357			—			9,899
Proceeds from transfer of retail finance receivables, net	—			13,897			4,234			(18,131		)	—
Net funding of commercial finance receivables	—			(191		)	(2,276		)	—			(2,467		)
Purchases of leased vehicles, net	—			—			(19,483		)	—			(19,483		)
Proceeds from termination of leased vehicles	—			—			2,554			—			2,554
Purchases of property and equipment	—			(82		)	(11		)	—			(93		)
Other investing activities	—			(169		)	1			169			1
Net change in due from affiliates	(8,966		)	(8,508		)	—			17,474			—
Net change in investment in affiliates	339			787			—			(1,126		)	—
Net cash used in investing activities - continuing operations	(8,627		)	(8,571		)	(23,088		)	16,517			(23,769		)
Net cash provided by (used in) investing activities - discontinued operations	—			—			(1,005		)	—			(1,005		)
Net cash used in investing activities	(8,627		)	(8,571		)	(24,093		)	16,517			(24,774		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	8			—			(317		)	—			(309		)
Borrowings and issuance of secured debt	—			—			27,548			(169		)	27,379
Payments on secured debt	—			—			(17,294		)	—			(17,294		)
Borrowings and issuance of unsecured debt	10,320			—			1,914			—			12,234
Payments on unsecured debt	(1,000		)	—			(1,754		)	—			(2,754		)
Borrowings on related party line of credit	418			—			—			—			418
Payments on related party line of credit	(418		)	—			—			—			(418		)
Debt issuance costs	(44		)	—			(87		)	—			(131		)
Net capital contributions	—			—			(1,126		)	1,126			—
Net change in due to affiliates	—			9,071			8,403			(17,474		)	—
Net cash provided by financing activities - continuing operations	9,284			9,071			17,287			(16,517		)	19,125
Net cash provided by financing activities - discontinued operations	—			—			1,109			—			1,109
Net cash provided by financing activities	9,284			9,071			18,396			(16,517		)	20,234
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(35		)	376			—			341
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			(41		)	—			(41		)
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	$	—		$	2,284		$	3,018		$	—		$	5,302
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	—		$	2,284		$	2,346		$	—		$	4,630
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	—		$	—		$	672		$	—		$	672

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



	General Motors Financial Company, Inc.		Guarantor		Non- Guarantors		Eliminations		Consolidated
Cash and cash equivalents	$	—	$	2,284	$	531	$	—	$	2,815
Restricted cash included in other assets	—		—		1,815		—		1,815
Total	$	—	$	2,284	$	2,346	$	—	$	4,630

CONSOLIDATING STATEMENT OF CASH FLOWS

Year Ended December 31, 2015



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities
Net income	$	626		$	609		$	770		$	(1,520	)	$	485
Adjustments to reconcile net income to net cash (used in) provided by operating activities
Depreciation and amortization	28			3			2,334			—			2,365
Accretion and amortization of loan and leasing fees	—			25			(599		)	—			(574		)
Amortization of carrying value adjustment	—			(14		)	(74		)	—			(88		)
Undistributed earnings of non-consolidated affiliate, net	(941		)	(579		)	(116		)	1,520			(116		)
Provision for loan losses	—			398			205			—			603
Deferred income taxes	(169		)	2			295			—			128
Stock-based compensation expense	33			—			4			—			37
Other operating activities	32			(5		)	(57		)	—			(30		)
Changes in assets and liabilities:
Other assets	(3		)	25			(396		)	—			(374		)
Accounts payable and accrued expenses	100			531			(380		)	—			251
Taxes payable	(12		)	1			1			—			(10		)
Related party taxes payable	(636		)	—			—			—			(636		)
Related party payable	1			—			5			—			6
Net cash (used in) provided by operating activities - continuing operations	(941		)	996			1,992			—			2,047
Net cash provided by operating activities - discontinued operations	—			—			121			—			121
Net cash (used in) provided by operating activities	(941		)	996			2,113			—			2,168
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(13,997		)	(13,369		)	13,461			(13,905		)
Principal collections and recoveries on retail finance receivables	—			755			7,793			—			8,548
Proceeds from transfer of retail finance receivables, net	—			10,428			3,033			(13,461		)	—
Net funding of commercial finance receivables	—			6			(869		)	—			(863		)
Purchases of leased vehicles, net	—			—			(15,276		)	—			(15,276		)
Proceeds from termination of leased vehicles	—			—			1,095			—			1,095
Acquisition of equity interest	(513		)	(536		)	—			—			(1,049		)
Disposition of equity interest	—			125			—			—			125
Purchases of property and equipment	—			(21		)	(52		)	—			(73		)
Other investing activities	—			—			15			—			15
Net change in due from affiliates	(9,764		)	(5,593		)	—			15,357			—
Net change in investment in affiliates	42			(1,893		)	—			1,851			—
Net cash used in investing activities - continuing operations	(10,235		)	(10,726		)	(17,630		)	17,208			(21,383		)
Net cash provided by (used in) investing activities - discontinued operations	897			—			(650		)	(897		)	(650		)
Net cash used in investing activities	(9,338		)	(10,726		)	(18,280		)	16,311			(22,033		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	—			—			(21		)	—			(21		)
Borrowings and issuance of secured debt	—			—			19,203			—			19,203
Payments on secured debt	—			—			(11,503		)	—			(11,503		)
Borrowings and issuance of unsecured debt	9,687			—			2,356			—			12,043
Payments on unsecured debt	—			—			(1,652		)	—			(1,652		)
Debt issuance costs	(58		)	—			(76		)	—			(134		)
Net capital contribution	649			—			1,851			(1,851		)	649
Other	1			—			—			—			1
Net change in due to affiliates	—			9,751			5,606			(15,357		)	—
Net cash provided by financing activities - continuing operations	10,279			9,751			15,764			(17,208		)	18,586
Net cash provided by financing activities - discontinued operations	—			15			619			897			1,531
Net cash provided by financing activities	10,279			9,766			16,383			(16,311		)	20,117
Net increase in cash, cash equivalents and restricted cash	—			36			216			—			252
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			(295		)	—			(295		)
Cash, cash equivalents and restricted cash at beginning of period	—			2,283			2,762			—			5,045
Cash, cash equivalents and restricted cash at end of period	$	—		$	2,319		$	2,683		$	—		$	5,002
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	—		$	2,319		$	1,939		$	—		$	4,258
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	—		$	—		$	744		$	—		$	744