GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

The payment of principal and interest on the 6.75% and the 4.75% senior notes issued in June 2011 and August 2012, respectively, are currently guaranteed solely by the Guarantor ("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. Some of our Non-Guarantor Subsidiaries had previously guaranteed the payment of principal and interest on our senior notes and convertible senior notes that were outstanding prior to the issuance of the 6.75% and the 4.75% senior notes. These previously outstanding senior notes and convertible senior notes have been repaid in full. As a result, the consolidating financial statements for December 31, 2011 and the year ended December 31, 2011, have been recast to reflect the current guarantor structure for the 6.75% and 4.75% 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, (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, 2012, and 2011 and for the years ended December 31, 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and the year ended June 30, 2010.

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.

Subsequent to the issuance of our consolidated financial statements for the year ended December 31, 2011, we identified certain errors in the presentation of the consolidating financial statements contained in this footnote as of December 31, 2011 and for the year ended December 31, 2011. The errors are related to the allocation of carrying value adjustments, as well as certain intercompany equity transactions, between General Motors Financial Company, Inc., the Guarantor and the Non-Guarantor Subsidiaries, which occurred during the recast of the consolidating financial statements to reflect the new guarantor structure in 2011. These adjustments did not have an impact on the consolidated financial statements as of December 31, 2011, or for the year ended December 31, 2011.



	December 31, 2011
	(in thousands)
	General Motors Financial Company, Inc.				Guarantor					Non-Guarantors					Eliminations
Balance Sheet:	As Previously Reported		Restated		As Previously Reported		Restated			As Previously Reported			Restated		As Previously Reported			Restated
Finance receivables, net					$	201,796	$	558,770		$	8,960,696		$	8,603,722
Due from affiliates	$	769,778	$	855,988						2,656,353			2,927,537		$	(3,426,131	)	$	(3,783,525	)
Investment in affiliates	2,871,356		2,785,146		3,252,248		5,423,232								(6,123,604		)	(8,208,378		)
Total assets					4,058,263		6,586,221			13,725,688			13,639,898		(9,549,735		)	(11,991,903		)
Due to affiliates					3,426,131		3,783,525								(3,426,131		)	(3,783,525		)
Total liabilities					3,495,851		3,853,245								(3,426,131		)	(3,783,525		)
Additional paid-in capital										1,143,529			2,199,694		(1,222,716		)	(2,278,881		)
Accumulated other comprehensive income							(10,801		)	(17,396		)	6,874		17,396			3,927
Retained earnings					483,225		2,664,590			3,918,022			2,751,797		(4,401,247		)	(5,416,387		)
Total shareholder's equity					562,412		2,732,976			5,561,192			5,475,402		(6,123,604		)	(8,208,378		)
Total liabilities and shareholder's equity					4,058,263		6,586,221			13,725,688			13,639,898		(9,549,735		)	(11,991,903		)



	Year Ended December 31, 2011
	(in thousands)
	Guarantor						Non-Guarantors				Eliminations
Statement of Operations and Comprehensive Operations Items:	As Previously Reported			Restated			As Previously Reported		Restated		As Previously Reported			Restated
Finance charge income	$	85,427		$	106,857		$	1,161,260	$	1,139,830
Equity in income of affiliates	501,317			488,787							$	(906,067	)	$	(893,537	)
Income before income taxes	328,293			337,193			821,585		800,155		(906,067		)	(893,537		)
Income tax (benefit) provision	(60,056		)	(51,156		)	303,867		294,967
Net income							517,718		505,188		(906,067		)	(893,537		)



	Year Ended December 31, 2011
	(in thousands)
	Guarantor						Non-Guarantors						Eliminations
Statement of Cash Flows Items:	As Previously Reported			Restated			As Previously Reported			Restated			As Previously Reported			Restated
Cash flows from operating activities:
Net income							$	517,718		$	505,188		$	(906,067	)	$	(893,537	)
Amortization of carrying value adjustment	$	31,172		$	9,742		146,394			167,824
Equity in income of affiliates	(501,317		)	(488,787		)							906,067			893,537
Net cash provided by operating activities	128,116			119,216			620,221			629,121
Cash flows from investing activities:
Purchases of consumer finance receivables, net							(5,138,407		)	(4,802,863		)	5,138,407			4,802,863
Proceeds from sale of receivables, net	5,138,407			4,802,863									(5,138,407		)	(4,802,863		)
Net cash provided (used in) by investing activities	905,387			569,843			(2,255,621		)	(1,920,077		)
Cash flows from financing activities:
Net change in due (to) from affiliates	(733,717		)	(389,273		)	(118,126		)	(462,570		)
Net cash provided (used in) by financing activities	(717,951		)	(373,507		)	1,706,895			1,362,451

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

December 31, 2012

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents				$	1,252,190		$	37,304					$	1,289,494
Finance receivables, net				1,557,840			9,440,434						10,998,274
Restricted cash – securitization notes payable							728,908						728,908
Restricted cash – credit facilities							14,808						14,808
Property and equipment, net	$	220		4,328			47,528						52,076
Leased vehicles, net							1,702,867						1,702,867
Deferred income taxes	38,217			(27,731		)	96,589						107,075
Goodwill	1,094,923						13,355						1,108,278
Intercompany receivables	66,360												66,360
Other assets	13,773			17,677			97,481						128,931
Due from affiliates	2,063,179									$	(2,063,179	)
Investment in affiliates	3,274,348			2,192,607						(5,466,955		)
Total assets	$	6,551,020		$	4,996,911		$	12,179,274		$	(7,530,134	)	$	16,197,071
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities							$	354,203					$	354,203
Securitization notes payable							9,023,308						9,023,308
Senior notes	$	1,500,000											1,500,000
Accounts payable and accrued expenses	22,519			$	88,692		106,727						217,938
Deferred income							69,784						69,784
Taxes payable	90,652			4,229			(1,419		)				93,462
Intercompany taxes payable	558,622												558,622
Interest rate swap and cap agreements				394			133						527
Due to affiliates				1,669,061			394,118			$	(2,063,179	)
Total liabilities	2,171,793			1,762,376			9,946,854			(2,063,179		)	11,817,844
Shareholder's equity:
Common stock							569,836			(569,836		)
Additional paid-in capital	3,459,195			79,187			122,425			(201,612		)	3,459,195
Accumulated other comprehensive loss	(3,254		)	(10,801		)	13,151			(2,350		)	(3,254		)
Retained earnings	923,286			3,166,149			1,527,008			(4,693,157		)	923,286
Total shareholder's equity	4,379,227			3,234,535			2,232,420			(5,466,955		)	4,379,227
Total liabilities and shareholder's equity	$	6,551,020		$	4,996,911		$	12,179,274		$	(7,530,134	)	$	16,197,071

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

December 31, 2011

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Assets
Cash and cash equivalents				$	500,556		$	71,741				$	572,297
Finance receivables, net				558,770			8,603,722					9,162,492
Restricted cash – securitization notes payable							919,283					919,283
Restricted cash – credit facilities							136,556					136,556
Property and equipment, net	$	220		3,567			43,653					47,440
Leased vehicles, net							809,491					809,491
Deferred income taxes	28,572			49,792			30,320					108,684
Goodwill	1,094,923						13,059					1,107,982
Intercompany receivables	35,975						1,472					37,447
Other assets	7,880			50,304			83,064					141,248
Due from affiliates	855,988						2,927,537		$	(3,783,525	)
Investment in affiliates	2,785,146			5,423,232					(8,208,378		)
Total assets	$	4,808,704		$	6,586,221		$	13,639,898	$	(11,991,903	)	$	13,042,920
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities							$	1,099,391				$	1,099,391
Securitization notes payable							6,937,841					6,937,841
Senior notes	$	500,000										500,000
Convertible senior notes	500											500
Accounts payable and accrued expenses	4,975			$	60,070		95,127					160,172
Deferred income							24,987					24,987
Taxes payable	79,885			4,882			710					85,477
Intercompany taxes payable	300,306											300,306
Interest rate swap and cap agreements				4,768			6,440					11,208
Due to affiliates				3,783,525					$	(3,783,525	)
Total liabilities	885,666			3,853,245			8,164,496		(3,783,525		)	9,119,882
Shareholder's equity:
Common stock							517,037		(517,037		)
Additional paid-in capital	3,470,495			79,187			2,199,694		(2,278,881		)	3,470,495
Accumulated other comprehensive loss	(7,617		)	(10,801		)	6,874		3,927			(7,617		)
Retained earnings	460,160			2,664,590			2,751,797		(5,416,387		)	460,160
Total shareholder's equity	3,923,038			2,732,976			5,475,402		(8,208,378		)	3,923,038
Total liabilities and shareholder's equity	$	4,808,704		$	6,586,221		$	13,639,898	$	(11,991,903	)	$	13,042,920

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Year Ended December 31, 2012

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	149,924		$	1,444,250				$	1,594,174
Leased vehicle income							289,256					289,256
Other income	$	45,349		194,451			249,544		$	(412,239	)	77,105
Equity in income of affiliates	489,203			598,939					(1,088,142		)
	534,552			943,314			1,983,050		(1,500,381		)	1,960,535
Costs and expenses
Operating expenses	15,166			85,424			296,992					397,582
Leased vehicle expenses							211,407					211,407
Provision for loan losses				231,033			72,659					303,692
Interest expense	67,178			166,365			461,946		(412,239		)	283,250
Acquisition expenses							20,388					20,388
	82,344			482,822			1,063,392		(412,239		)	1,216,319
Income before income taxes	452,208			460,492			919,658		(1,088,142		)	744,216
Income tax (benefit) provision	(10,918		)	(41,067		)	333,075					281,090
Net income	$	463,126		$	501,559		$	586,583	$	(1,088,142	)	$	463,126

Comprehensive income	$	467,489		$	501,559		$	592,860	$	(1,094,419	)	$	467,489

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Year Ended December 31, 2011

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	106,857		$	1,139,830				$	1,246,687
Leased vehicle income							97,676					97,676
Other income	$	51,239		295,472			509,083		$	(790,169	)	65,625
Equity in income of affiliates	404,750			488,787					(893,537		)
	455,989			891,116			1,746,589		(1,683,706		)	1,409,988
Costs and expenses
Operating expenses	18,079			88,671			231,790					338,540
Leased vehicle expenses							67,088					67,088
Provision for loan losses				157,923			20,449					178,372
Interest expense	59,903			307,329			627,107		(790,169		)	204,170
	77,982			553,923			946,434		(790,169		)	788,170
Income before income taxes	378,007			337,193			800,155		(893,537		)	621,818
Income tax (benefit) provision	(7,520		)	(51,156		)	294,967					236,291
Net income	$	385,527		$	388,349		$	505,188	$	(893,537	)	$	385,527

Comprehensive income	$	376,352		$	388,349		$	449,794	$	(838,143	)	$	376,352

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

October 1, 2010 – December 31, 2010

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	15,402		$	248,945				$	264,347
Leased vehicle income							4,418					4,418
Other income	$	10,209		77,407			134,849		$	(210,059	)	12,406
Equity in income of affiliates	92,471			88,171					(180,642		)
	102,680			180,980			388,212		(390,701		)	281,171
Costs and expenses
Operating expenses	20,474			12,727			37,240					70,441
Leased vehicle expenses							2,106					2,106
Provision for loan losses				11,797			14,555					26,352
Interest expense	7,913			92,388			146,442		(210,059		)	36,684
Acquisition expenses							16,322					16,322
	28,387			116,912			216,665		(210,059		)	151,905
Income before income taxes	74,293			64,068			171,547		(180,642		)	129,266
Income tax (benefit) provision	(340		)	(30,808		)	85,781					54,633
Net income	$	74,633		$	94,876		$	85,766	$	(180,642	)	$	74,633

Comprehensive income	$	76,191		$	94,876		$	123,764	$	(218,640	)	$	76,191

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

July 1, 2010 – September 30, 2010

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	38,255		$	304,094					$	342,349
Leased vehicle income							15,888						15,888
Other income	$	8,644		80,242			136,244			$	(210,743	)	14,387
Equity in income of affiliates	70,729			115,397						(186,126		)
	79,373			233,894			456,226			(396,869		)	372,624
Costs and expenses
Operating expenses	18,104			4,710			46,041						68,855
Leased vehicle expenses							6,539						6,539
Provision for loan losses				56,760			17,858						74,618
Interest expense	11,394			83,266			205,447			(210,743		)	89,364
Acquisition expenses	6,199			36,452									42,651
Restructuring charges, net				15			(54		)				(39		)
	35,697			181,203			275,831			(210,743		)	281,988
Income before income taxes	43,676			52,691			180,395			(186,126		)	90,636
Income tax (benefit) provision	(7,624		)	(17,673		)	64,633						39,336
Net income	$	51,300		$	70,364		$	115,762		$	(186,126	)	$	51,300

Comprehensive income	$	56,583		$	70,364		$	124,715		$	(195,079	)	$	56,583

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

Year Ended June 30, 2010

(in thousands)



	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	98,707		$	1,332,612					$	1,431,319
Leased vehicle income							44,316						44,316
Other income	$	29,917		392,738			830,046			$	(1,205,519	)	47,182
Equity in income of affiliates	243,078			369,120						(612,198		)
	272,995			860,565			2,206,974			(1,817,717		)	1,522,817
Costs and expenses
Operating expenses	17,771			65,141			205,879						288,791
Leased vehicles expenses							34,639						34,639
Provision for loan losses				166,706			221,352						388,058
Interest expense	45,950			459,162			1,157,629			(1,205,519		)	457,222
Restructuring charges, net				859			(191		)				668
	63,721			691,868			1,619,308			(1,205,519		)	1,169,378
Income before income taxes	209,274			168,697			587,666			(612,198		)	353,439
Income tax (benefit) provision	(11,272		)	(68,182		)	212,347						132,893
Net income	$	220,546		$	236,879		$	375,319		$	(612,198	)	$	220,546

Comprehensive income	$	253,515		$	236,879		$	422,256		$	(659,135	)	$	253,515

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Year Ended December 31, 2012

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	463,126		$	501,559		$	586,583		$	(1,088,142	)	$	463,126
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,718			1,686			250,778						255,182
Accretion and amortization of loan and leasing fees				340			(53,529		)				(53,189		)
Amortization of carrying value adjustment				25			(10,444		)				(10,419		)
Amortization of purchase accounting premium							(31,648		)				(31,648		)
Provision for loan losses				231,033			72,659						303,692
Deferred income taxes	(9,645		)	77,523			(65,252		)				2,626
Stock-based compensation expense	3,716												3,716
Other				1,871			(13,080		)				(11,209		)
Equity in income of affiliates	(489,203		)	(598,939		)				1,088,142
Changes in assets and liabilities:
Other assets	3,627			(4,031		)	2,782						2,378
Accounts payable and accrued expenses	2,817			32,397			12,732						47,946
Taxes payable	10,767			(653		)	(2,298		)				7,816
Intercompany taxes payable	258,316												258,316
Net cash provided by operating activities	246,239			242,811			749,283						1,238,333
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(5,556,169		)	(4,887,966		)	4,887,966			(5,556,169		)
Principal collections and recoveries on consumer finance receivables				(1,137		)	4,008,030						4,006,893
Fundings of commercial finance receivables, net				(1,224,082		)							(1,224,082		)
Collections of commercial finance receivables				667,181									667,181
Proceeds from sale of consumer finance receivables, net				4,887,966						(4,887,966		)
Purchases of leased vehicles, net							(1,077,163		)				(1,077,163		)
Proceeds from termination of leased vehicles							55,414						55,414
Purchases of property and equipment				(2,447		)	(11,042		)				(13,489		)
Change in restricted cash - securitization notes							190,375						190,375
Change in restricted cash - credit facilities							122,345						122,345
Change in other assets	(45,565		)	31,318			3,336						(10,911		)
Net change in investment in affiliates				2,738,205						(2,738,205		)
Net cash (used in) provided by investing activities	(45,565		)	1,540,835			(1,596,671		)	(2,738,205		)	(2,839,606		)
Cash flows from financing activities:
Borrowings on credit facilities							1,199,707						1,199,707
Payments on credit facilities							(1,950,484		)				(1,950,484		)
Issuance of securitization notes payable							6,400,000						6,400,000
Payments on securitization notes payable							(4,282,977		)				(4,282,977		)
Issuance of senior notes	1,000,000												1,000,000
Debt issuance costs	(12,237		)				(35,964		)				(48,201		)
Retirement of debt	(505		)										(505		)
Other net changes	(285		)										(285		)
Net capital contribution to subsidiaries							(2,744,846		)	2,744,846
Net change in due (to) from affiliates	(1,187,647		)	(1,032,012		)	2,219,634			25
Net cash (used in) provided by financing activities	(200,674		)	(1,032,012		)	805,070			2,744,871			2,317,255
Net increase (decrease) in cash and cash equivalents				751,634			(42,318		)	6,666			715,982
Effect of foreign exchange rate changes on cash and cash equivalents							7,881			(6,666		)	1,215
Cash and cash equivalents at beginning of period				500,556			71,741						572,297
Cash and cash equivalents at end of period	$			$	1,252,190		$	37,304		$			$	1,289,494

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Year Ended December 31, 2011

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	385,527		$	388,349		$	505,188		$	(893,537	)	$	385,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,786			1,653			102,180						109,619
Accretion and amortization of loan and leasing fees				(1,415		)	(19,287		)				(20,702		)
Amortization of carrying value adjustment				9,742			167,824						177,566
Amortization of purchase accounting premium	(183		)				(67,488		)				(67,671		)
Provision for loan losses				157,923			20,449						178,372
Deferred income taxes	98,021			(1,062		)	(46,723		)				50,236
Stock-based compensation expense	17,106												17,106
Other	1,436			18,929			(43,583		)				(23,218		)
Equity in income of affiliates	(404,750		)	(488,787		)				893,537
Changes in assets and liabilities:
Other assets	1,896			58			32,695						34,649
Accounts payable and accrued expenses	(34,507		)	28,944			(15,836		)				(21,399		)
Taxes payable	(75,869		)	4,882			(6,298		)				(77,285		)
Intercompany taxes payable	258,092												258,092
Net cash provided by operating activities	252,555			119,216			629,121						1,000,892
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(5,020,639		)	(4,802,863		)	4,802,863			(5,020,639		)
Principal collections and recoveries on consumer finance receivables				1,339			3,717,925						3,719,264
Proceeds from sale of consumer finance receivables, net				4,802,863						(4,802,863		)
Purchases of leased vehicles, net							(857,138		)				(857,138		)
Proceeds from termination of leased vehicles							38,054						38,054
Sales (purchases) of property and equipment	1,924			(2,617		)	(7,666		)				(8,359		)
Acquisition of FinanciaLinx							(9,601		)				(9,601		)
FinanciaLinx cash on hand at acquisition							9,283						9,283
Change in restricted cash - securitization notes payable							6,799						6,799
Change in restricted cash - credit facilities							(5,108		)				(5,108		)
Change in other assets				(2,840		)	(9,762		)				(12,602		)
Net change in investment in affiliates	(7,186		)	791,737						(784,551		)
Net cash (used in) provided by investing activities	(5,262		)	569,843			(1,920,077		)	(784,551		)	(2,140,047		)
Cash flows from financing activities:
Borrowings on credit facilities							3,716,609						3,716,609
Payments on credit facilities							(3,446,074		)				(3,446,074		)
Issuance of securitization notes payable							4,550,000						4,550,000
Payments on securitization notes payable							(3,675,459		)				(3,675,459		)
Issuance of senior notes	500,000												500,000
Debt issuance costs	(7,622		)				(41,696		)				(49,318		)
Retirement of debt	(75,164		)										(75,164		)
Net capital contribution to subsidiaries				15,766			721,641			(737,407		)
Other net changes	(528		)										(528		)
Net change in due (to) from affiliates	(652,998		)	(389,273		)	(462,570		)	1,504,841
Net cash (used in) provided by financing activities	(236,312		)	(373,507		)	1,362,451			767,434			1,520,066
Net increase in cash and cash equivalents	10,981			315,552			71,495			(17,117		)	380,911
Effect of Canadian exchange rate changes on cash and cash equivalents	(10,981		)				(9,304		)	17,117			(3,168		)
Cash and cash equivalents at beginning of period				185,004			9,550						194,554
Cash and cash equivalents at end of period	$			$	500,556		$	71,741		$			$	572,297

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

October 1, 2010 – December 31, 2010

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	74,633		$	94,876		$	85,766		$	(180,642	)	$	74,633
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,513			338			5,958						7,809
Accretion and amortization of loan and leasing fees				(11		)	1,122						1,111
Amortization of carrying value adjustment				11,305			65,787						77,092
Amortization of purchase accounting premium	(42		)				(27,416		)				(27,458		)
Provision for loan losses				11,797			14,555						26,352
Deferred income taxes	49,106			(48,730		)	20,991						21,367
Other	242			4,841			(16,622		)				(11,539		)
Equity in income of affiliates	(92,471		)	(88,171		)				180,642
Changes in assets and liabilities:
Other assets	(9,875		)	19,127			(9,621		)				(369		)
Accounts payable and accrued expenses	(25,832		)	(4,223		)	19,780						(10,275		)
Taxes payable	(8,555		)	138			(1,031		)				(9,448		)
Intercompany taxes payable	42,214												42,214
Net cash provided by operating activities	30,933			1,287			159,269						191,489
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(947,318		)	(1,001,126		)	1,001,126			(947,318		)
Principal collections and recoveries on consumer finance receivables				(105		)	870,967						870,862
Proceeds from sale of consumer finance receivables, net				1,001,126						(1,001,126		)
Purchases of leased vehicles, net							(10,655		)				(10,655		)
Sales (purchases) of property and equipment	2,590			(617		)	(4,402		)				(2,429		)
Change in restricted cash - securitization notes payable							49,860						49,860
Change in restricted cash - credit facilities							3,030						3,030
Change in other assets				(7,330		)	20,566						13,236
Net change in investment in affiliates	(31,756		)	1,820,204						(1,788,448		)
Net cash (used in) provided by investing activities	(29,166		)	1,865,960			(71,760		)	(1,788,448		)	(23,414		)
Cash flows from financing activities:
Borrowings on credit facilities							468,394						468,394
Payments on credit facilities							(256,362		)				(256,362		)
Issuance of securitization notes payable							700,000						700,000
Payments on securitization notes payable							(954,644		)				(954,644		)
Debt issuance costs							(4,314		)				(4,314		)
Retirement of debt	(464,254		)										(464,254		)
Net capital contribution to subsidiaries				63,421			(1,885,434		)	1,822,013
Net change in due from (to) affiliates	460,668			(2,271,579		)	1,842,610			(31,699		)
Net cash used in financing activities	(3,586		)	(2,208,158		)	(89,750		)	1,790,314			(511,180		)
Net decrease in cash and cash equivalents	(1,819		)	(340,911		)	(2,241		)	1,866			(343,105		)
Effect of Canadian exchange rate changes on cash and cash equivalents	1,819						177			(1,866		)	130
Cash and cash equivalents at beginning of period				525,915			11,614						537,529
Cash and cash equivalents at end of period	$			$	185,004		$	9,550		$			$	194,554

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

July 1, 2010 – September 30, 2010

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	51,300		$	70,364		$	115,762		$	(186,126	)	$	51,300
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	486			225			13,938						14,649
Accretion and amortization of loan and leasing fees				(646		)	(296		)				(942		)
Provision for loan losses				56,760			17,858						74,618
Deferred income taxes	(46,078		)	(17,521		)	64,051						452
Stock-based compensation expense	5,019												5,019
Non-cash interest charges on convertible debt	5,625												5,625
Other				(787		)	(13,013		)				(13,800		)
Equity in income of affiliates	(70,729		)	(115,397		)				186,126
Changes in assets and liabilities:
Other assets	4,085			10,603			1,685						16,373
Accounts payable and accrued expenses	737			(6,609		)	(4,085		)				(9,957		)
Taxes payable	289			6,270			(5,154		)				1,405
Net cash (used in) provided by operating activities	(49,266		)	3,262			190,746						144,742
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(940,763		)	(1,155,695		)	1,155,695			(940,763		)
Principal collections and recoveries on consumer finance receivables				(38,671		)	922,478						883,807
Proceeds from sale of consumer finance receivables, net				1,155,695						(1,155,695		)
Purchases of property and equipment	1			(212		)	(101		)				(312		)
Change in restricted cash - securitization notes payable							(45,787		)				(45,787		)
Change in restricted cash - credit facilities							8,257						8,257
Change in other assets				1,370			38,823						40,193
Net change in investment in affiliates	(2,076		)	(5,520		)				7,596
Net cash (used in) provided by investing activities	(2,075		)	171,899			(232,025		)	7,596			(54,605		)
Cash flows from financing activities:
Borrowings on credit facilities							484,921						484,921
Payments on credit facilities							(552,951		)				(552,951		)
Issuance of securitization notes payable							1,050,000						1,050,000
Payments on securitization notes payable							(795,512		)				(795,512		)
Debt issuance costs							(7,686		)				(7,686		)
Proceeds from issuance of common stock	2,138						5,367			(5,367		)	2,138
Cash settlement of share based awards	(16,062		)										(16,062		)
Other net changes	313												313
Net change in due from (to) affiliates	62,897			77,588			(140,434		)	(51		)
Net cash provided by financing activities	49,286			77,588			43,705			(5,418		)	165,161
Net (decrease) increase in cash and cash equivalents	(2,055		)	252,749			2,426			2,178			255,298
Effect of Canadian exchange rate changes on cash and cash equivalents	2,055						81			(2,178		)	(42		)
Cash and cash equivalents at beginning of period				273,166			9,107						282,273
Cash and cash equivalents at end of period	$			$	525,915		$	11,614		$			$	537,529

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

Year Ended June 30, 2010

(in thousands)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	220,546		$	236,879		$	375,319		$	(612,198	)	$	220,546
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,688			1,766			75,590						79,044
Accretion and amortization of loan and leasing fees				(578		)	5,369						4,791
Provision for loan losses				166,706			221,352						388,058
Deferred income taxes	81,395			162,627			(268,589		)				(24,567		)
Stock-based compensation expense	15,115												15,115
Amortization of warrant costs	1,968												1,968
Non-cash interest charges on convertible debt	21,554												21,554
Other	(283		)	(3,495		)	(12,459		)				(16,237		)
Equity in income of affiliates	(243,078		)	(369,120		)				612,198
Changes in assets and liabilities:
Income tax receivable	162,036						35,366						197,402
Other assets	7,941			(6,478		)	3,793						5,256
Accounts payable and accrued expenses	59,653			8,388			(41,796		)				26,245
Taxes payable	11,289			(1,607		)	(148		)				9,534
Net cash provided by operating activities	339,824			195,088			393,797						928,709
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(2,090,602		)	(1,606,156		)	1,606,156			(2,090,602		)
Principal collections and recoveries on consumer finance receivables				61,906			3,544,774						3,606,680
Proceeds from sale of consumer finance receivables, net				1,606,156						(1,606,156		)
Purchases of property and equipment				(580		)	(1,001		)				(1,581		)
Change in restricted cash - securitization notes payable							(78,549		)				(78,549		)
Change in restricted cash - credit facilities							52,354						52,354
Change in other assets				29,992			23,930						53,922
Net change in investment in affiliates	(9,308		)	2,155,664						(2,146,356		)
Net cash (used in) provided by investing activities	(9,308		)	1,762,536			1,935,352			(2,146,356		)	1,542,224
Cash flows from financing activities:
Borrowings on credit facilities							775,665						775,665
Payments on credit facilities							(1,806,852		)				(1,806,852		)
Issuance of securitization notes payable							2,352,493						2,352,493
Payments on securitization notes payable							(3,674,062		)				(3,674,062		)
Debt issuance costs	1,810						(26,564		)				(24,754		)
Proceeds from issuance of common stock	15,635						(2,158,877		)	2,158,877			15,635
Retirement of debt	(20,425		)										(20,425		)
Other net changes	645												645
Net change in due (to) from affiliates	(336,411		)	(1,867,467		)	2,209,044			(5,166		)
Net cash used in financing activities	(338,746		)	(1,867,467		)	(2,329,153		)	2,153,711			(2,381,655		)
Net (decrease) increase in cash and cash equivalents	(8,230		)	90,157			(4		)	7,355			89,278
Effect of Canadian exchange rate changes on cash and cash equivalents	8,230						(1,167		)	(7,355		)	(292		)
Cash and cash equivalents at beginning of period				183,009			10,278						193,287
Cash and cash equivalents at end of period	$			$	273,166		$	9,107		$			$	282,273