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 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 at September 30, 2014 and December 31, 2013, and for the three and nine months ended September 30, 2014 and 2013.

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.

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2014

(In millions)

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents	$	—		$	809		$	708		$	—		$	1,517
Finance receivables, net	—			1,901			29,821			—			31,722
Restricted cash	—			19			2,041			—			2,060
Property and equipment, net	—			8			157			—			165
Leased vehicles, net	—			—			5,796			—			5,796
Deferred income taxes	22			—			518			(183		)	357
Goodwill	1,095			—			150			—			1,245
Related party receivables	—			18			177			—			195
Other assets	97			45			374			—			516
Due from affiliates	6,510			—			—			(6,510		)	—
Investment in affiliates	7,373			3,397			—			(10,770		)	—
Total assets	$	15,097		$	6,197		$	39,742		$	(17,463	)	$	43,573
Liabilities and Shareholder's Equity
Liabilities:
Secured debt	$	—		$	—		$	22,932		$	—		$	22,932
Unsecured debt	7,500			—			3,342			—			10,842
Accounts payable and accrued expenses	86			141			763			—			990
Deferred income	—			—			317			—			317
Deferred income taxes	—			200			4			(183		)	21
Taxes payable	76			—			163			—			239
Related party taxes payable	877			—			1			(1		)	877
Related party payables	—			—			603			—			603
Other liabilities	—			22			172			—			194
Due to affiliates	—			1,760			4,749			(6,509		)	—
Total liabilities	8,539			2,123			33,046			(6,693		)	37,015
Shareholder's equity:
Common stock	—			—			698			(698		)	—
Additional paid-in capital	4,798			79			3,111			(3,190		)	4,798
Accumulated other comprehensive (loss) income	(207		)	(38		)	(192		)	230			(207		)
Retained earnings	1,967			4,033			3,079			(7,112		)	1,967
Total shareholder's equity	6,558			4,074			6,696			(10,770		)	6,558
Total liabilities and shareholder's equity	$	15,097		$	6,197		$	39,742		$	(17,463	)	$	43,573

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2013

(In millions)

(Unaudited)



	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 income taxes	(28		)	161			(46		)	—			87
Taxes payable	83			—			204			—			287
Related party taxes payable	643			—			1			(1		)	643
Related party payables	—			—			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 (loss)	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.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2014

(In millions)

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	48		$	835		$	—		$	883
Leased vehicle income	—			—			297			—			297
Other income	18			115			46			(98		)	81
Equity in income of affiliates	242			139			—			(381		)	—
	260			302			1,178			(479		)	1,261
Costs and expenses
Salaries and benefits	—			64			94			—			158
Other operating expenses	117			(75		)	160			(63		)	139
Total operating expenses	117			(11		)	254			(63		)	297
Leased vehicle expenses	—			—			228			—			228
Provision for loan losses	—			97			63			—			160
Interest expense	56			8			339			(35		)	368
	173			94			884			(98		)	1,053
Income before income taxes	87			208			294			(381		)	208
Income tax (benefit) provision	(71		)	27			94			—			50
Net income	$	158		$	181		$	200		$	(381	)	$	158

Comprehensive (loss) income	$	(114	)	$	148		$	(71	)	$	(77	)	$	(114	)

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2013

(In millions)

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	37		$	610	$	—		$	647
Leased vehicle income	—			—			172		—			172
Other income	42			85			100		(179		)	48
Equity in income of affiliates	113			123			—		(236		)	—
	155			245			882		(415		)	867
Costs and expenses
Salaries and benefits	—			56			67		—			123
Other operating expenses	(74		)	42			112		—			80
Total operating expenses	(74		)	98			179		—			203
Leased vehicle expenses	—			—			133		—			133
Provision for loan losses	—			53			64		—			117
Interest expense	57			54			236		(179		)	168
Acquisition and integration expenses	—			—			7		—			7
	(17		)	205			619		(179		)	628
Income before income taxes	172			40			263		(236		)	239
Income tax provision (benefit)	11			(25		)	92		—			78
Net income	$	161		$	65		$	171	$	(236	)	$	161

Comprehensive income	$	256		$	79		$	266	$	(345	)	$	256

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2014

(In millions)

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	117		$	2,478	$	—		$	2,595
Leased vehicle income	—			—			735		—			735
Other income	58			346			126		(311		)	219
Equity in income of affiliates	601			408			—		(1,009		)	—
	659			871			3,339		(1,320		)	3,549
Costs and expenses
Salaries and benefits	—			180			268		—			448
Other operating expenses	112			(1		)	474		(187		)	398
Total operating expenses	112			179			742		(187		)	846
Leased vehicle expenses	—			—			563		—			563
Provision for loan losses	—			232			176		—			408
Interest expense	155			27			979		(124		)	1,037
	267			438			2,460		(311		)	2,854
Income before income taxes	392			433			879		(1,009		)	695
Income tax (benefit) provision	(86		)	11			292		—			217
Net income	$	478		$	422		$	587	$	(1,009	)	$	478

Comprehensive income	$	260		$	392		$	371	$	(763	)	$	260

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2013

(In millions)

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	106		$	1,603	$	—		$	1,709
Leased vehicle income	—			—			415		—			415
Other income	91			209			228		(409		)	119
Equity in income of affiliates	413			427			—		(840		)	—
	504			742			2,246		(1,249		)	2,243
Costs and expenses
Salaries and benefits	—			158			155		—			313
Other operating expenses	(76		)	(7		)	272		—			189
Total operating expenses	(76		)	151			427		—			502
Leased vehicle expenses	—			—			314		—			314
Provision for loan losses	—			180			131		—			311
Interest expense	128			143			552		(409		)	414
Acquisition and integration expenses	—			—			29		—			29
	52			474			1,453		(409		)	1,570
Income before income taxes	452			268			793		(840		)	673
Income tax provision (benefit)	7			(52		)	273		—			228
Net income	$	445		$	320		$	520	$	(840	)	$	445

Comprehensive income	$	475		$	341		$	553	$	(894	)	$	475

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2014

(In millions)

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	255		$	233		$	912		$	—		$	1,400
Cash flows from investing activities:
Purchases of consumer finance receivables, net	—			(4,872		)	(9,297		)	3,319			(10,850		)
Principal collections and recoveries on consumer finance receivables	—			(109		)	8,233			—			8,124
Proceeds from sale of consumer finance receivables, net	—			3,319			—			(3,319		)	—
Net collections (funding) of commercial finance receivables	—			160			(568		)	—			(408		)
Purchases of leased vehicles, net	—			—			(3,227		)	—			(3,227		)
Proceeds from termination of leased vehicles	—			—			395			—			395
Acquisition of international operations, net of cash acquired	(46		)	—			—			—			(46		)
Purchases of property and equipment	—			(4		)	(33		)	—			(37		)
Change in restricted cash	—			1			(188		)	—			(187		)
Change in other assets	—			—			(2		)	—			(2		)
Net change in investment in affiliates	—			546			—			(546		)	—
Net cash used in investing activities	(46		)	(959		)	(4,687		)	(546		)	(6,238		)
Cash flows from financing activities:
Net decrease in debt (original maturities less than three months)	—			—			(913		)	—			(913		)
Borrowings and issuance of secured debt	—			—			15,847			—			15,847
Payments on secured debt	—			—			(13,568		)	—			(13,568		)
Borrowings and issuance of unsecured debt	3,500			—			1,903			—			5,403
Payments on unsecured debt	—			—			(1,339		)	—			(1,339		)
Net capital contributions	26			—			(572		)	546			—
Debt issuance costs	(39		)	—			(68		)				(107		)
Net change in due from/due to affiliates	(3,696		)	1,140			2,556			—			—
Net cash (used in) provided by financing activities	(209		)	1,140			3,846			546			5,323
Net increase in cash and cash equivalents	—			414			71			—			485
Effect of foreign exchange rate changes on cash and cash equivalents	—			—			(42		)				(42		)
Cash and cash equivalents at beginning of period	—			395			679			—			1,074
Cash and cash equivalents at end of period	$	—		$	809		$	708		$	—		$	1,517

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2013

(In millions)

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash provided by operating activities	$	106		$	286		$	862		$	—		$	1,254
Cash flows from investing activities:
Purchases of consumer finance receivables, net	—			(3,971		)	(6,546		)	4,207			(6,310		)
Principal collections and recoveries on consumer finance receivables	—			—			5,099			—			5,099
Proceeds from sale of consumer finance receivables, net	—			4,207			—			(4,207		)	—
Net funding of commercial finance receivables	—			(2,326		)	(886		)	2,593			(619		)
Proceeds from sale of commercial finance receivables, net	—			2,593			—			(2,593		)	—
Purchases of leased vehicles, net	—			—			(1,746		)	—			(1,746		)
Proceeds from termination of leased vehicles	—			—			142			—			142
Acquisition of international operations, net of cash acquired	(2,547		)	(863		)	440			863			(2,107		)
Purchases of property and equipment	—			(1		)	(9		)	—			(10		)
Change in restricted cash	—			—			(74		)	—			(74		)
Change in other assets	—			(44		)	22			—			(22		)
Net change in investment in affiliates	(29		)	(350		)	—			379			—
Net cash used in investing activities	(2,576		)	(755		)	(3,558		)	1,242			(5,647		)
Cash flows from financing activities:
Borrowings and issuance of secured debt	—			—			11,676			—			11,676
Payments on secured debt	—			—			(9,009		)	—			(9,009		)
Borrowings and issuance of unsecured debt	2,500			—			1,698			—			4,198
Payments on unsecured debt	—			—			(1,817		)	—			(1,817		)
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	1,300			—			382			(382		)	1,300
Debt issuance costs	(29		)	—			(40		)	—			(69		)
Net change in due from/due to affiliates	(1,301		)	467			1,697			(863		)	—
Net cash provided by financing activities	2,470			467			3,171			(1,245		)	4,863
Net increase (decrease) in cash and cash equivalents	—			(2		)	475			(3		)	470
Effect of foreign exchange rate changes on cash and cash equivalents	—			—			(6		)	3			(3		)
Cash and cash equivalents at beginning of period	—			1,252			37			—			1,289
Cash and cash equivalents at end of period	$	—		$	1,250		$	506		$	—		$	1,756