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 June 30, 2017 and December 31, 2016, and for the three and six months ended June 30, 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

June 30, 2017

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	4,686		$	515		$	—		$	5,201
Finance receivables, net	—			9,023			30,859			—			39,882
Leased vehicles, net	—			—			39,725			—			39,725
Goodwill	1,095			—			103			—			1,198
Equity in net assets of non-consolidated affiliate	—			—			1,056			—			1,056
Related party receivables	—			56			327			—			383
Other assets	774			983			3,676			(1,056		)	4,377
Assets held for sale	—			—			11,694			(5		)	11,689
Due from affiliates	33,781			19,949			—			(53,730		)	—
Investment in affiliates	9,774			5,826			—			(15,600		)	—
Total assets	$	45,424		$	40,523		$	87,955		$	(70,391	)	$	103,511
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Secured debt	$	—		$	—		$	39,114		$	(286	)	$	38,828
Unsecured debt	35,829			—			3,822			—			39,651
Deferred income	—			—			2,830			—			2,830
Related party payables	1			—			272			—			273
Other liabilities	438			694			1,939			(770		)	2,301
Liabilities held for sale	—			—			10,475			(3		)	10,472
Due to affiliates	—			33,601			20,131			(53,732		)	—
Total liabilities	36,268			34,295			78,583			(54,791		)	94,355
Shareholder's equity
Common stock	—			—			698			(698		)	—
Additional paid-in capital	6,518			79			4,200			(4,279		)	6,518
Accumulated other comprehensive loss	(1,052		)	(137		)	(1,013		)	1,150			(1,052		)
Retained earnings	3,690			6,286			5,487			(11,773		)	3,690
Total shareholder's equity	9,156			6,228			9,372			(15,600		)	9,156
Total liabilities and shareholder's equity	$	45,424		$	40,523		$	87,955		$	(70,391	)	$	103,511

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		$	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
Related party receivables	—			25			322			—			347
Other assets	506			884			3,065			(760		)	3,695
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
Deferred income	—			—			2,355			—			2,355
Related party payables	1			—			319			—			320
Other liabilities	365			690			1,677			(591		)	2,141
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

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended June 30, 2017

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	134		$	678		$	—		$	812
Leased vehicle income	—			—			2,107			—			2,107
Other income	—			291			(6		)	(214		)	71
Total revenue	—			425			2,779			(214		)	2,990
Costs and expenses
Salaries and benefits	—			159			39			—			198
Other operating expenses	99			(39		)	194			(119		)	135
Total operating expenses	99			120			233			(119		)	333
Leased vehicle expenses	—			—			1,549			—			1,549
Provision for loan losses	—			87			71			—			158
Interest expense	347			(62		)	445			(95		)	635
Total costs and expenses	446			145			2,298			(214		)	2,675
Equity income	275			276			41			(551		)	41
(Loss) income from continuing operations before income taxes	(171		)	556			522			(551		)	356
Income tax (benefit) provision	(233		)	133			186			—			86
Income from continuing operations	62			423			336			(551		)	270
Income (loss) from discontinued operations, net of tax	—			(7		)	(201		)	—			(208		)
Net income	$	62		$	416		$	135		$	(551	)	$	62

Comprehensive income	$	158		$	436		$	245		$	(681	)	$	158

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Three Months Ended June 30, 2016

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	118		$	580	$	—		$	698
Leased vehicle income	—			—			1,383		—			1,383
Other income	—			210			10		(163		)	57
Total revenue	—			328			1,973		(163		)	2,138
Costs and expenses
Salaries and benefits	—			140			35		—			175
Other operating expenses	—			53			166		(98		)	121
Total operating expenses	—			193			201		(98		)	296
Leased vehicle expenses	—			—			1,062		—			1,062
Provision for loan losses	—			77			67		—			144
Interest expense	265			(91		)	351		(65		)	460
Total costs and expenses	265			179			1,681		(163		)	1,962
Equity income	336			168			37		(504		)	37
Income from continuing operations before income taxes	71			317			329		(504		)	213
Income tax (benefit) provision	(118		)	68			120		—			70
Income from continuing operations	189			249			209		(504		)	143
Income from discontinued operations, net of tax	—			—			46		—			46
Net income	$	189		$	249		$	255	$	(504	)	$	189

Comprehensive income	$	103		$	247		$	169	$	(416	)	$	103

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Six Months Ended June 30, 2017

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	229		$	1,335		$	—		$	1,564
Leased vehicle income	—			—			4,038			—			4,038
Other income	—			564			(15		)	(413		)	136
Total revenue	—			793			5,358			(413		)	5,738
Costs and expenses
Salaries and benefits	—			322			75			—			397
Other operating expenses	106			5			384			(229		)	266
Total operating expenses	106			327			459			(229		)	663
Leased vehicle expenses	—			—			2,978			—			2,978
Provision for loan losses	—			160			209			—			369
Interest expense	582			(29		)	862			(184		)	1,231
Total costs and expenses	688			458			4,508			(413		)	5,241
Equity income	590			491			88			(1,081		)	88
(Loss) income from continuing operations before income taxes	(98		)	826			938			(1,081		)	585
Income tax (benefit) provision	(362		)	159			339			—			136
Income from continuing operations	264			667			599			(1,081		)	449
Income (loss) from discontinued operations, net of tax	—			(7		)	(178		)	—			(185		)
Net income	$	264		$	660		$	421		$	(1,081	)	$	264

Comprehensive income	$	450		$	684		$	631		$	(1,315	)	$	450

CONDENSED CONSOLIDATING STATEMENT OF INCOME

Six Months Ended June 30, 2016

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income	$	—		$	217		$	1,172	$	—		$	1,389
Leased vehicle income	—			—			2,562		—			2,562
Other income	(1		)	415			13		(309		)	118
Total revenue	(1		)	632			3,747		(309		)	4,069
Costs and expenses
Salaries and benefits	—			275			66		—			341
Other operating expenses	(4		)	121			302		(191		)	228
Total operating expenses	(4		)	396			368		(191		)	569
Leased vehicle expenses	—			—			1,951		—			1,951
Provision for loan losses	—			180			154		—			334
Interest expense	441			(121		)	680		(118		)	882
Total costs and expenses	437			455			3,153		(309		)	3,736
Equity income	591			336			73		(927		)	73
Income from continuing operations before income taxes	153			513			667		(927		)	406
Income tax (benefit) provision	(200		)	80			245		—			125
Income from continuing operations	353			433			422		(927		)	281
Income from discontinued operations, net of tax	—			—			72		—			72
Net income	$	353		$	433		$	494	$	(927	)	$	353

Comprehensive income	$	419		$	470		$	567	$	(1,037	)	$	419

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2017

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities - continuing operations	$	(360	)	$	386		$	3,117		$	—		$	3,143
Net cash (used in) provided by operating activities - discontinued operations	—			(7		)	183			—			176
Net cash (used in) provided by operating activities	(360		)	379			3,300			—			3,319
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(10,315		)	(7,139		)	6,756			(10,698		)
Principal collections and recoveries on retail finance receivables	—			1,167			4,853			—			6,020
Proceeds from transfer of retail finance receivables, net	—			5,521			1,235			(6,756		)	—
Net funding of commercial finance receivables	—			(605		)	(1,156		)	—			(1,761		)
Purchases of leased vehicles, net	—			—			(9,884		)	—			(9,884		)
Proceeds from termination of leased vehicles	—			—			2,724			—			2,724
Other investing activities	—			(157		)	(7		)	117			(47		)
Net change in due from affiliates	(9,232		)	(3,885		)	—			13,117			—
Net change in investment in affiliates	12			1,134			—			(1,146		)	—
Net cash used in investing activities - continuing operations	(9,220		)	(7,140		)	(9,374		)	12,088			(13,646		)
Net cash used in investing activities - discontinued operations	—			—			(364		)	—			(364		)
Net cash used in investing activities	(9,220		)	(7,140		)	(9,738		)	12,088			(14,010		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	30			—			(381		)	—			(351		)
Borrowings and issuance of secured debt	—			—			15,787			(117		)	15,670
Payments on secured debt	—			—			(11,690		)	—			(11,690		)
Borrowings and issuance of unsecured debt	9,588			—			1,445			—			11,033
Payments on unsecured debt	—			—			(1,201		)	—			(1,201		)
Debt issuance costs	(38		)	—			(57		)	—			(95		)
Net capital contributions	—			—			(1,146		)	1,146			—
Net change in due to affiliates	—			9,163			3,954			(13,117		)	—
Net cash provided by financing activities - continuing operations	9,580			9,163			6,711			(12,088		)	13,366
Net cash provided by financing activities - discontinued operations	—			—			65			—			65
Net cash provided by financing activities	9,580			9,163			6,776			(12,088		)	13,431
Net increase in cash, cash equivalents and restricted cash	—			2,402			338			—			2,740
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			78			—			78
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	$	—		$	4,686		$	3,434		$	—		$	8,120
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	—		$	4,686		$	2,811		$	—		$	7,497
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	—		$	—		$	623		$	—		$	623

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	$	—	$	4,686	$	515	$	—	$	5,201
Restricted cash included in other assets	—		—		2,296		—		2,296
Total	$	—	$	4,686	$	2,811	$	—	$	7,497

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

Six Months Ended June 30, 2016

(Unaudited)



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities - continuing operations	$	(218	)	$	(151	)	$	2,619		$	—		$	2,250
Net cash provided by operating activities - discontinued operations	—			—			368			—			368
Net cash (used in) provided by operating activities	(218		)	(151		)	2,987			—			2,618
Cash flows from investing activities
Purchases of retail finance receivables, net	—			(8,110		)	(6,491		)	8,190			(6,411		)
Principal collections and recoveries on retail finance receivables	—			780			4,158			—			4,938
Proceeds from transfer of retail finance receivables, net	—			5,250			2,940			(8,190		)	—
Net funding of commercial finance receivables	—			(124		)	(399		)	—			(523		)
Purchases of leased vehicles, net	—			—			(10,138		)	—			(10,138		)
Proceeds from termination of leased vehicles	—			—			1,089			—			1,089
Other investing activities	—			(174		)	(5		)	139			(40		)
Net change in due from affiliates	(4,503		)	(2,958		)	—			7,461			—
Net change in investment in affiliates	6			723			—			(729		)	—
Net cash used in investing activities - continuing operations	(4,497		)	(4,613		)	(8,846		)	6,871			(11,085		)
Net cash used in investing activities - discontinued operations	—			—			(1,136		)	—			(1,136		)
Net cash used in investing activities	(4,497		)	(4,613		)	(9,982		)	6,871			(12,221		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	—			—			(320		)	—			(320		)
Borrowings and issuance of secured debt	—			—			13,204			(139		)	13,065
Payments on secured debt	—			—			(8,468		)	—			(8,468		)
Borrowings and issuance of unsecured debt	5,740			—			647			—			6,387
Payments on unsecured debt	(1,000		)	—			(758		)	—			(1,758		)
Debt issuance costs	(25		)	—			(53		)	—			(78		)
Net capital contributions	—			—			(729		)	729			—
Net change in due to affiliates	—			4,668			2,793			(7,461		)	—
Net cash provided by financing activities - continuing operations	4,715			4,668			6,316			(6,871		)	8,828
Net cash provided by financing activities - discontinued operations	—			—			850			—			850
Net cash provided by financing activities	4,715			4,668			7,166			(6,871		)	9,678
Net increase (decrease) in cash, cash equivalents and restricted cash	—			(96		)	171			—			75
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	—			—			35			—			35
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	$	—		$	2,223		$	2,889		$	—		$	5,112
Cash, cash equivalents and restricted cash from continuing operations at end of period	$	—		$	2,223		$	2,162		$	—		$	4,385
Cash, cash equivalents and restricted cash from discontinued operations at end of period	$	—		$	—		$	727		$	—		$	727