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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________
FORM 10-Q
(Mark One)
| | | | | | | | |
☒ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2020
OR
| | | | | | | | |
☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to ________________
Commission file number 1-10667
______________________________________________
General Motors Financial Company, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Texas | | 75-2291093 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
801 Cherry Street, Suite 3500, Fort Worth, Texas 76102
(Address of principal executive offices, including Zip Code)
(817) 302-7000
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol | Name of each exchange on which registered |
5.250% Senior Notes due 2026 | GM/26 | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 4, 2020, there were 5,050,000 shares of the registrant’s common stock, par value $0.0001 per share, outstanding. All shares of the registrant’s common stock are owned by General Motors Holdings LLC, a wholly-owned subsidiary of General Motors Company.
The registrant is a wholly-owned subsidiary of General Motors Company and meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Quarterly Report on Form 10-Q with a reduced disclosure format as permitted by Instruction H(2).
INDEX
GENERAL MOTORS FINANCIAL COMPANY, INC.
PART I
Item 1. Condensed Consolidated Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share amounts) (unaudited)
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
ASSETS | | | |
Cash and cash equivalents | $ | 4,705 | | | $ | 3,311 | |
| 55,153 | | | 53,473 | |
| 39,358 | | | 42,055 | |
| 1,167 | | | 1,185 | |
Equity in net assets of non-consolidated affiliates (Note 6) | 1,485 | | | 1,455 | |
Related party receivables (Note 2) | 566 | | | 678 | |
| 6,777 | | | 7,060 | |
Total assets | $ | 109,211 | | | $ | 109,217 | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | |
Liabilities | | | |
| $ | 35,671 | | | $ | 39,959 | |
| 53,151 | | | 48,979 | |
Deferred income | 3,093 | | | 3,648 | |
Related party payables (Note 2) | 235 | | | 82 | |
Other liabilities | 4,514 | | | 3,823 | |
Total liabilities | 96,664 | | | 96,491 | |
Commitments and contingencies (Note 10) | | | |
| | | |
Common stock, $0.0001 par value per share | — | | | — | |
Preferred stock, $0.01 par value per share | — | | | — | |
Additional paid-in capital | 8,622 | | | 8,101 | |
Accumulated other comprehensive loss | (1,564) | | | (1,119) | |
Retained earnings | 5,489 | | | 5,744 | |
Total shareholders' equity | 12,547 | | | 12,726 | |
Total liabilities and shareholders' equity | $ | 109,211 | | | $ | 109,217 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions) (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Revenue | | | | | | | |
Finance charge income | $ | 999 | | | $ | 1,043 | | | $ | 2,971 | | | $ | 3,038 | |
Leased vehicle income | 2,354 | | | 2,515 | | | 7,203 | | | 7,536 | |
Other income | 68 | | | 101 | | | 231 | | | 344 | |
Total revenue | 3,421 | | | 3,659 | | | 10,405 | | | 10,918 | |
Costs and expenses | | | | | | | |
Operating expenses | 394 | | | 384 | | | 1,097 | | | 1,131 | |
Leased vehicle expenses | 1,126 | | | 1,574 | | | 4,602 | | | 5,025 | |
Provision for loan losses (Note 3) | 31 | | | 150 | | | 824 | | | 504 | |
Interest expense | 709 | | | 879 | | | 2,332 | | | 2,778 | |
Total costs and expenses | 2,260 | | | 2,987 | | | 8,855 | | | 9,438 | |
| 46 | | | 39 | | | 113 | | | 126 | |
Income before income taxes | 1,207 | | | 711 | | | 1,663 | | | 1,606 | |
| 314 | | | 195 | | | 430 | | | 416 | |
Net income | 893 | | | 516 | | | 1,233 | | | 1,190 | |
Less: cumulative dividends on preferred stock | 24 | | | 23 | | | 69 | | | 68 | |
Net income attributable to common shareholder | $ | 869 | | | $ | 493 | | | $ | 1,164 | | | $ | 1,122 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions) (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Net income | $ | 893 | | | $ | 516 | | | $ | 1,233 | | | $ | 1,190 | |
Other comprehensive income (loss), net of tax (Note 11) | | | | | | | |
Unrealized gain (loss) on hedges, net of income tax expense (benefit) of $5, $(4), $(45), $(15) | 17 | | | (12) | | | (134) | | | (45) | |
Foreign currency translation adjustment | 82 | | | (164) | | | (311) | | | (99) | |
Other comprehensive income (loss), net of tax | 99 | | | (176) | | | (445) | | | (144) | |
Comprehensive income | $ | 992 | | | $ | 340 | | | $ | 788 | | | $ | 1,046 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in millions) (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Preferred Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Retained Earnings | | Total Shareholders' Equity |
Balance at January 1, 2019 | $ | — | | | $ | — | | | $ | 8,058 | | | $ | (1,066) | | | $ | 4,667 | | | $ | 11,659 | |
Net income | — | | | — | | | — | | | — | | | 271 | | | 271 | |
Other comprehensive income | — | | | — | | | — | | | 42 | | | — | | | 42 | |
Stock based compensation | — | | | — | | | 11 | | | — | | | — | | | 11 | |
Other | — | | | — | | | — | | | — | | | 1 | | | 1 | |
Balance at March 31, 2019 | — | | | — | | | 8,069 | | | (1,024) | | | 4,939 | | | 11,984 | |
Net income | — | | | — | | | — | | | — | | | 403 | | | 403 | |
Other comprehensive loss | — | | | — | | | — | | | (10) | | | — | | | (10) | |
Stock based compensation | — | | | — | | | 8 | | | — | | | — | | | 8 | |
Balance at June 30, 2019 | — | | | — | | | 8,077 | | | (1,034) | | | 5,342 | | | 12,385 | |
Net income | — | | | — | | | — | | | — | | | 516 | | | 516 | |
Other comprehensive loss | — | | | — | | | — | | | (176) | | | — | | | (176) | |
Stock based compensation | — | | | — | | | 8 | | | — | | | — | | | 8 | |
Dividends paid | — | | | — | | | — | | | — | | | (45) | | | (45) | |
Balance at September 30, 2019 | $ | — | | | $ | — | | | $ | 8,085 | | | $ | (1,210) | | | $ | 5,813 | | | $ | 12,688 | |
| | | | | | | | | | | |
Balance at January 1, 2020 | $ | — | | | $ | — | | | $ | 8,101 | | | $ | (1,119) | | | $ | 5,744 | | | $ | 12,726 | |
Adoption of accounting standard (Note 1) | — | | | — | | | — | | | — | | | (643) | | | (643) | |
Net income | — | | | — | | | — | | | — | | | 167 | | | 167 | |
Other comprehensive loss | — | | | — | | | — | | | (543) | | | — | | | (543) | |
Stock based compensation | — | | | — | | | 9 | | | — | | | — | | | 9 | |
| — | | | — | | | — | | | — | | | (400) | | | (400) | |
Balance at March 31, 2020 | — | | | — | | | 8,110 | | | (1,662) | | | 4,868 | | | 11,316 | |
Net income | — | | | — | | | — | | | — | | | 173 | | | 173 | |
Other comprehensive loss | — | | | — | | | — | | | (1) | | | — | | | (1) | |
Stock based compensation | — | | | — | | | 10 | | | — | | | — | | | 10 | |
| — | | | — | | | — | | | — | | | (400) | | | (400) | |
Dividends declared on preferred stock (Note 11) | — | | | — | | | — | | | — | | | (45) | | | (45) | |
Balance at June 30, 2020 | — | | | — | | | 8,120 | | | (1,663) | | | 4,596 | | | 11,053 | |
Net income | — | | | — | | | — | | | — | | | 893 | | | 893 | |
Other comprehensive income | — | | | — | | | — | | | 99 | | | — | | | 99 | |
Stock based compensation | — | | | — | | | 10 | | | — | | | — | | | 10 | |
Issuance of preferred stock (Note 11) | — | | | — | | | 492 | | | — | | | — | | | 492 | |
Balance at September 30, 2020 | $ | — | | | $ | — | | | $ | 8,622 | | | $ | (1,564) | | | $ | 5,489 | | | $ | 12,547 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
GENERAL MOTORS FINANCIAL COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions) (unaudited)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2020 | | 2019 |
Cash flows from operating activities | | | |
Net income | $ | 1,233 | | | $ | 1,190 | |
Adjustments to reconcile net income to net cash provided by operating activities | | | |
Depreciation and amortization | 5,702 | | | 5,724 | |
Accretion and amortization of loan and leasing fees | (1,501) | | | (1,449) | |
Undistributed earnings of non-consolidated affiliates, net | (113) | | | (126) | |
Provision for loan losses | 824 | | | 504 | |
Deferred income taxes | 227 | | | 340 | |
Stock-based compensation expense | 28 | | | 31 | |
Gain on termination of leased vehicles | (933) | | | (552) | |
Other operating activities | (18) | | | 141 | |
Changes in assets and liabilities: | | | |
Other assets | (65) | | | 335 | |
Other liabilities | 616 | | | 166 | |
Net cash provided by operating activities | 6,000 | | | 6,304 | |
Cash flows from investing activities | | | |
Purchases of retail finance receivables, net | (22,419) | | | (19,866) | |
Principal collections and recoveries on retail finance receivables | 14,506 | | | 17,733 | |
Net collections (funding) of commercial finance receivables | 3,426 | | | (599) | |
Purchases of leased vehicles, net | (10,468) | | | (12,488) | |
Proceeds from termination of leased vehicles | 9,937 | | | 9,983 | |
Other investing activities | (23) | | | (37) | |
Net cash used in investing activities | (5,041) | | | (5,274) | |
Cash flows from financing activities | | | |
Net change in debt (original maturities less than three months) | 579 | | | 27 | |
Borrowings and issuances of secured debt | 32,459 | | | 17,880 | |
Payments on secured debt | (36,432) | | | (21,707) | |
Borrowings and issuances of unsecured debt | 11,226 | | | 8,796 | |
Payments on unsecured debt | (7,669) | | | (7,278) | |
Debt issuance costs | (135) | | | (102) | |
Proceeds from issuance of preferred stock | 492 | | | — | |
Dividends paid | (890) | | | (91) | |
Net cash used in financing activities | (370) | | | (2,475) | |
Net increase in cash, cash equivalents and restricted cash | 589 | | | (1,445) | |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (140) | | | (20) | |
Cash, cash equivalents and restricted cash at beginning of period | 7,102 | | | 7,443 | |
Cash, cash equivalents and restricted cash at end of period | $ | 7,551 | | | $ | 5,978 | |
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet:
| | | | | |
| September 30, 2020 |
Cash and cash equivalents | $ | 4,705 | |
Restricted cash included in other assets | 2,846 | |
Total | $ | 7,551 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Basis of Presentation The condensed consolidated financial statements include our accounts and the accounts of our consolidated subsidiaries, including certain special purpose entities (SPEs) utilized in secured financing transactions, which are considered variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation.
The consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles (GAAP) in the U.S. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission (SEC) on February 5, 2020 (2019 Form 10-K). Except as otherwise specified, dollar amounts presented within tables are stated in millions.
The condensed consolidated financial statements at September 30, 2020, and for the three and nine months ended September 30, 2020 and 2019, are unaudited and, in management’s opinion, include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations. The results for interim periods are not necessarily indicative of results for a full year. The condensed consolidated balance sheet at December 31, 2019 was derived from audited annual financial statements.
Segment Information We are the wholly-owned captive finance subsidiary of General Motors Company (GM). We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We evaluate our business in two operating segments: North America (the North America Segment) and International (the International Segment). Our North America Segment includes operations in the U.S. and Canada. Our International Segment includes operations in Brazil, Chile, Colombia, Mexico and Peru, as well as our equity investments in joint ventures in the Asia/Pacific region.
Recently Adopted Accounting Standards
Effective January 1, 2020, we adopted Accounting Standards Update (ASU) 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (ASU 2016-13), which requires entities to use a new impairment model based on current expected credit losses (CECL) rather than incurred losses. Estimated credit losses under CECL consider relevant information about past events, current conditions and reasonable and supportable forecasts that affect the collectability of finance receivables, resulting in recognition of lifetime expected credit losses upon origination of the related finance receivable. We adopted ASU 2016-13 on a modified retrospective basis on January 1, 2020 by recognizing an after-tax cumulative-effect adjustment to the opening balance of retained earnings of $643 million. The application of ASU 2016-13 increased our allowance for loan losses by $801 million. The following updates to our accounting policies became effective upon the adoption of ASU 2016-13.
Retail Finance Receivables and the Allowance for Loan Losses Our retail finance receivables portfolio consists of smaller-balance, homogeneous loans that are carried at amortized cost, net of allowance for loan losses. These loans are divided among pools based on common risk characteristics, such as internal credit score, origination period (vintage) and geography. An internal credit score, of which FICO is an input in North America, is created by using algorithms or statistical models contained in origination scorecards. The scorecards are used to evaluate a consumer’s ability to pay based on statistical modeling of his or her prior credit usage, structure of the loan and other information. The output of the scorecards rank-orders consumers from those that are least likely to default to those that are most likely to default. By further dividing the portfolio into pools based on internal credit scores, we are better able to distinguish expected credit performance for different credit risks. The allowance is aggregated for each of the pools. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover expected credit losses on our retail finance receivables portfolio.
We use static pool modeling techniques to determine the allowance for loan losses expected over the remaining life of the receivables, which is supplemented by management judgment. We assess the recent internal operating and external environments and may qualitatively adjust certain assumptions to result in an allowance that is more reflective of losses that are expected to occur in the forecast environment.
Expected losses are estimated for groups of accounts aggregated by internal credit score and monthly vintage. Generally, the expected losses are projected based on historical loss experience over the last ten years, more heavily weighted toward recent performance when determining the allowance to result in an estimate that is more reflective of the current internal and external environments. We consider forecast economic conditions over a reasonable and supportable forecast period. We
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
determine the expected remaining life of the finance receivables to be a reasonable and supportable forecast horizon, primarily due to the relatively short weighted average life of retail finance receivables. We determined the economic factors that have the largest impact on expected losses include unemployment rates, interest rate spreads, disposable personal income, and growth rates in gross domestic products. We use forecasts for our chosen factors provided by a leading economic research firm. We compare the forecasts to consensus forecasts to assess for reasonableness and may use one or more forecast scenarios provided by the research firm.
Troubled debt restructurings (TDRs) are grouped separately for purposes of measuring the allowance. The allowance for TDRs uses static pool modeling techniques, similar to non-TDR retail finance receivables, to determine the expected loss amount. The expected cash flows of the receivables are then discounted at the original weighted average effective interest rate of the pool. Factors considered when estimating the TDR allowance are based on an evaluation of historical and current information, and may be supplemented by management judgment. While we expect certain of our finance receivables to become TDRs, there is typically no delay between the point at which we become aware that a receivable is expected to become a TDR and when the receivable actually qualifies as a TDR. Therefore, our TDR portfolio does not include any receivables that are expected to become TDRs.
We believe these factors are relevant in estimating expected losses and also consider an evaluation of overall portfolio credit quality based on indicators such as changes in our credit evaluation, underwriting and collection management policies, changes in the legal and regulatory environment, general economic conditions and business trends and uncertainties in forecasting and modeling techniques used in estimating our allowance. We update our retail loss forecast models and portfolio indicators on a quarterly basis to incorporate information reflective of the current and forecast economic environments.
Assumptions regarding credit losses are reviewed periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above. Should the credit loss assumptions increase, there would be an increase in the amount of allowance for loan losses required, which would decrease the net carrying value of finance receivables and increase the amount of provision for loan losses.
Commercial Finance Receivables and the Allowance for Loan Losses Our commercial lending offerings consist of floorplan financing as well as dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, and to purchase and/or finance dealership real estate.
Commercial finance receivables are carried at amortized cost, net of allowance for loan losses and any amounts held under a cash management program. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover expected credit losses in the commercial finance receivables portfolio. We establish the allowance for loan losses based on historical loss experience, as well as the forecast for industry vehicle sales, which is the economic indicator that we believe has the largest impact on expected losses. The commercial finance receivables are aggregated into loan-risk pools, which are determined based on our internally-developed risk rating system. Dealers' financial and operating metrics are regularly scored and further evaluated to derive a risk rating. Based on dealer risk ratings, we establish probability of default and loss given default, and also determine if any specific dealer loan requires additional reserves.
In March 2020, the Financial Accounting Standards Board issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (ASU 2020-04), which provides optional expedients and exceptions for applying U.S. GAAP if certain criteria are met to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued. A substantial portion of our indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR.
Effective July 1, 2020, we adopted ASU 2020-04 on a prospective basis. The adoption of, and future elections under, ASU 2020-04 are not expected to have a material impact on our consolidated financial statements as the standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. We continue to monitor the impact the discontinuance of LIBOR or another reference rate will have on our contracts, hedging relationships and other transactions.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Note 2. Related Party Transactions
We offer loan and lease finance products through GM-franchised dealers to customers purchasing new vehicles manufactured by GM and certain used vehicles, and make commercial loans directly to GM-franchised dealers and their affiliates. We also offer commercial loans to dealers that are consolidated by GM and those balances are included in our finance receivables, net.
Under subvention programs, GM makes cash payments to us for offering incentivized rates and structures on retail loan and lease finance products. In addition, GM makes cash payments to us to cover interest payments on certain commercial loans.
We purchase certain program vehicles from GM subsidiaries. We simultaneously lease these vehicles to those subsidiaries for use primarily in their vehicle-sharing arrangements. We account for these leases as direct-finance leases, sales-type leases or loans depending on the origin of the asset, all of which are included in our finance receivables, net.
We purchased finance receivables from other GM subsidiaries for vehicles sold to rental car companies and for vehicles sold to certain dealerships. During the nine months ended September 30, 2020 and 2019, we purchased $190 million and $689 million of these receivables from GM, which are included in our finance receivables, net.
We have related party payables due to GM, primarily for taxes payable and commercial finance receivables originated but not yet funded.
The following tables present related party transactions:
| | | | | | | | | | | |
Balance Sheet Data | September 30, 2020 | | December 31, 2019 |
Commercial finance receivables, net due from dealers consolidated by GM(a) | $ | 399 | | | $ | 478 | |
Subvention receivable(b) | $ | 566 | | | $ | 676 | |
Commercial loan funding payable(c) | $ | 75 | | | $ | 74 | |
Taxes payable(c) | $ | 159 | | | $ | 4 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
Income Statement Data | 2020 | | 2019 | | 2020 | | 2019 |
Interest subvention earned on retail finance receivables(d) | $ | 172 | | | $ | 137 | | | $ | 464 | | | $ | 401 | |
Interest subvention earned on commercial finance receivables(d) | $ | 6 | | | $ | 16 | | | $ | 32 | | | $ | 47 | |
Leased vehicle subvention earned(e) | $ | 749 | | | $ | 814 | | | $ | 2,319 | | | $ | 2,467 | |
_________________
(a)Included in finance receivables, net.
(b)Included in related party receivables. We received subvention payments from GM of $943 million and $1.0 billion for the three months ended September 30, 2020 and 2019 and $3.0 billion and $3.1 billion for the nine months ended September 30, 2020 and 2019.
(c)Included in related party payables.
(d)Included in finance charge income.
(e)Included as a reduction to leased vehicle expenses.
Under the support agreement with GM (the Support Agreement), if our earning assets leverage ratio at the end of any calendar quarter exceeds the applicable threshold set in the Support Agreement, we may require GM to provide funding sufficient to bring our earning assets leverage ratio to within the applicable threshold. In determining our earning assets leverage ratio (net earning assets divided by adjusted equity) under the Support Agreement, net earning assets means our finance receivables, net, plus leased vehicles, net, and adjusted equity means our equity, net of goodwill and inclusive of outstanding junior subordinated debt, as each may be adjusted for derivative accounting from time to time.
Additionally, the Support Agreement provides that GM will own all of our outstanding voting shares as long as we have any unsecured debt securities outstanding. GM also agrees to certain provisions in the Support Agreement intended to ensure that we maintain adequate access to liquidity. Pursuant to these provisions, GM provides us with a $1.0 billion junior subordinated unsecured intercompany revolving credit facility (the Junior Subordinated Revolving Credit Facility), and GM agrees to use commercially reasonable efforts to ensure that we will continue to be designated as a subsidiary borrower under GM's corporate revolving credit facilities. We have access, subject to available capacity, to $14.5 billion of GM's unsecured
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
revolving credit facilities consisting of a three-year, $4.0 billion facility, and a five-year, $10.5 billion facility. We also have exclusive access to GM's $2.0 billion facility (GM Revolving 364-Day Credit Facility). At September 30, 2020, we had no amounts borrowed under any of the GM facilities. At September 30, 2020, GM had $0.2 billion in borrowings outstanding on the three-year, $4.0 billion facility and $10.5 billion in borrowings outstanding on the five-year, $10.5 billion facility. In October 2020, GM repaid $3.9 billion of the five-year, $10.5 billion facility.
In April 2020, GM renewed the $2.0 billion GM Revolving 364-Day Credit Facility for an additional 364-day term and extended $3.6 billion of the three-year, $4.0 billion facility for an additional year expiring in April 2022. The remaining portion will expire in April 2021, unless extended.
We are included in GM's consolidated U.S. federal income tax returns and certain U.S. state returns, and we are obligated to pay GM for our share of tax liabilities. Amounts owed to GM for income taxes are accrued and recorded as a related party payable.
Note 3. Finance Receivables
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
Retail finance receivables | | | |
Retail finance receivables, net of fees(a) | $ | 48,695 | | | $ | 42,268 | |
Less: allowance for loan losses | (1,936) | | | (866) | |
Total retail finance receivables, net | 46,759 | | | 41,402 | |
Commercial finance receivables | | | |
Commercial finance receivables, net of fees(b) | 8,461 | | | 12,149 | |
Less: allowance for loan losses | (67) | | | (78) | |
Total commercial finance receivables, net | 8,394 | | | 12,071 | |
Total finance receivables, net | $ | 55,153 | | | $ | 53,473 | |
Fair value utilizing Level 2 inputs | $ | 8,394 | | | $ | 12,071 | |
Fair value utilizing Level 3 inputs | $ | 48,973 | | | $ | 42,012 | |
________________
(a) Net of unearned income, unamortized premiums and discounts, and deferred fees and costs of $63 million and $83 million at September 30, 2020 and December 31, 2019.
(b) Net of dealer cash management balances of $1.4 billion and $1.2 billion at September 30, 2020 and December 31, 2019.
Rollforward of Allowance for Retail Loan Losses A summary of the activity in the allowance for retail loan losses is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Allowance for retail loan losses beginning balance | $ | 2,044 | | | $ | 881 | | | $ | 866 | | | $ | 844 | |
Impact of adopting ASU 2016-13 (Note 1) | — | | | — | | | 801 | | | — | |
Provision for loan losses | 31 | | | 149 | | | 819 | | | 492 | |
Charge-offs | (280) | | | (300) | | | (876) | | | (886) | |
Recoveries | 133 | | | 133 | | | 378 | | | 410 | |
Foreign currency translation | 8 | | | (7) | | | (52) | | | (4) | |
Allowance for retail loan losses ending balance | $ | 1,936 | | | $ | 856 | | | $ | 1,936 | | | $ | 856 | |
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Retail Credit Quality Our retail finance receivables portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. A summary of the amortized cost of the retail finance receivables by FICO score or its equivalent, determined at origination, for each vintage of the retail finance receivables portfolio at September 30, 2020 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year of Origination | | |
| 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | Prior | | Total | | Percent |
Prime - FICO Score 680 and greater | $ | 14,746 | | | $ | 8,064 | | | $ | 5,296 | | | $ | 2,348 | | | $ | 744 | | | $ | 177 | | | $ | 5 | | | $ | 31,380 | | | 64.4 | % |
Near-prime - FICO Score 620 to 679 | 2,725 | | | 2,293 | | | 1,392 | | | 712 | | | 280 | | | 103 | | | 15 | | | 7,520 | | | 15.5 | |
Sub-prime - FICO Score less than 620 | 2,701 | | | 2,922 | | | 1,785 | | | 1,265 | | | 707 | | | 311 | | | 104 | | | 9,795 | | | 20.1 | |
Retail finance receivables, net of fees | $ | 20,172 | | | $ | 13,279 | | | $ | 8,473 | | | $ | 4,325 | | | $ | 1,731 | | | $ | 591 | | | $ | 124 | | | $ | 48,695 | | | 100.0 | % |
We review the ongoing credit quality of our retail finance receivables based on customer payment activity. A retail account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment was contractually due. Retail finance receivables are collateralized by vehicle titles and, subject to local laws, we generally have the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The following table is a consolidated summary of the delinquency status of the outstanding amortized cost of retail finance receivables for each vintage of the portfolio at September 30, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year of Origination | | |
| 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | Prior | | Total | | Percent |
Current | $ | 19,962 | | | $ | 12,848 | | | $ | 8,143 | | | $ | 4,083 | | | $ | 1,580 | | | $ | 513 | | | $ | 93 | | | $ | 47,222 | | | 97.0 | % |
| | | | | | | | | | | | | | | | | |
31 - 60 days | 147 | | | 294 | | | 227 | | | 167 | | | 102 | | | 53 | | | 19 | | | 1,009 | | | 2.1 | |
Greater than 60 days | 57 | | | 122 | | | 92 | | | 69 | | | 45 | | | 23 | | | 11 | | | 419 | | | 0.8 | |
Finance receivables more than 30 days delinquent | 204 | | | 416 | | | 319 | | | 236 | | | 147 | | | 76 | | | 30 | | | 1,428 | | | 2.9 | |
In repossession | 6 | | | 15 | | | 11 | | | 6 | | | 4 | | | 2 | | | 1 | | | 45 | | | 0.1 | |
Finance receivables more than 30 days delinquent or in repossession | 210 | | | 431 | | | 330 | | | 242 | | | 151 | | | 78 | | | 31 | | | 1,473 | | | 3.0 | |
Retail finance receivables, net of fees | $ | 20,172 | | | $ | 13,279 | | | $ | 8,473 | | | $ | 4,325 | | | $ | 1,731 | | | $ | 591 | | | $ | 124 | | | $ | 48,695 | | | 100.0 | % |
The accrual of finance charge income had been suspended on retail finance receivables with contractual amounts due of $742 million and $875 million at September 30, 2020 and December 31, 2019.
TDRs The outstanding amortized cost of retail finance receivables that are considered TDRs was $2.3 billion at September 30, 2020, including $317 million in nonaccrual loans. Additional TDR activity is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2018 | | 2020 | | 2019 | | 2018 |
Number of loans classified as TDRs during the period | 13,785 | | | 19,074 | | | 17,924 | | | 43,431 | | | 53,013 | | | 51,020 | |
Outstanding amortized cost of loans classified as TDRs during the period | $ | 254 | | | $ | 343 | | | $ | 319 | | | $ | 789 | | | $ | 969 | | | $ | 932 | |
The unpaid principal balances, net of recoveries, of loans charged off during the reporting period within 12 months of being modified as a TDR were $12 million, $19 million, and $20 million for the three months ended September 30, 2020, 2019 and 2018 and $27 million, $33 million, and $32 million for the nine months ended September 30, 2020, 2019 and 2018.
Commercial Credit Quality Our commercial finance receivables consist of dealer financings, primarily for dealer inventory purchases. Proprietary models are used to assign a risk rating to each dealer. We perform periodic credit reviews of each dealership and adjust the dealership's risk rating, if necessary.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Effective January 1, 2020, we updated our commercial risk model and our risk rating categories as follows:
| | | | | | | | |
Dealer Risk Rating | | Description |
I | | Performing accounts with strong to acceptable financial metrics with at least satisfactory capacity to meet financial commitments. |
II | | Performing accounts experiencing potential weakness in financial metrics and repayment prospects resulting in increased monitoring. |
III | | Non-Performing accounts with inadequate paying capacity for current obligations and that have the distinct possibility of creating a loss if deficiencies are not corrected. |
IV | | Non-Performing accounts with inadequate paying capacity for current obligations and inherent weaknesses that make collection or liquidation in full highly questionable or improbable. |
Dealers with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of lines of credit and liquidation of assets. The following table summarizes the credit risk profile by dealer risk rating of commercial finance receivables at September 30, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year of Origination(a) | | |
Dealer Risk Rating | | Revolving | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | Prior | | Total | | Percent |
I | | $ | 6,723 | | | $ | 400 | | | $ | 198 | | | $ | 92 | | | $ | 113 | | | $ | 93 | | | $ | 44 | | | $ | — | | | $ | 7,663 | | | 90.6 | % |
II | | 428 | | | 1 | | | 7 | | | 12 | | | 15 | | | 13 | | | 13 | | | 22 | | | 511 | | | 6.0 |
III | | 227 | | | — | | | 9 | | | 29 | | | 2 | | | 11 | | | 1 | | | — | | | 279 | | | 3.3 |
IV | | 4 | | | — | | | — | | | — | | | — | | | — | | | 4 | | | — | | | 8 | | | 0.1 |
Balance at end of period | | $ | 7,382 | | | $ | 401 | | | $ | 214 | | | $ | 133 | | | $ | 130 | | | $ | 117 | | | $ | 62 | | | $ | 22 | | | $ | 8,461 | | | 100.0 | % |
________________
(a) Floorplan advances comprise 98% of the total revolving balance. Dealer term loans are presented by year of origination.
At September 30, 2020, substantially all of our commercial finance receivables were current with respect to payment status and activity in the allowance for commercial loan losses was insignificant for the three and nine months ended September 30, 2020 and 2019. Commercial finance receivables classified as TDRs and amounts on non-accrual status were insignificant at September 30, 2020.
Note 4. Leased Vehicles
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
Leased vehicles | $ | 59,104 | | | $ | 62,767 | |
Manufacturer subvention | (9,112) | | | (9,731) | |
Net capitalized cost | 49,992 | | | 53,036 | |
Less: accumulated depreciation | (10,634) | | | (10,981) | |
Leased vehicles, net | $ | 39,358 | | | $ | 42,055 | |
The following table summarizes minimum rental payments due to us as lessor under operating leases at September 30, 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ending December 31, |
| 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | Thereafter | | Total |
Lease payments under operating leases | $ | 1,714 | | | $ | 5,548 | | | $ | 3,108 | | | $ | 865 | | | $ | 52 | | | $ | 1 | | | $ | 11,288 | |
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Note 5. Goodwill
The following table summarizes the change in the carrying amounts of goodwill by segment:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2020 | | 2019 |
| North America | | International | | Total | | North America | | International | | Total |
Beginning balance | $ | 1,105 | | | $ | 80 | | | $ | 1,185 | | | $ | 1,105 | | | $ | 81 | | | $ | 1,186 | |
Foreign currency translation | — | | | (18) | | | (18) | | | — | | | (4) | | | (4) | |
Ending balance | $ | 1,105 | | | $ | 62 | | | $ | 1,167 | | | $ | 1,105 | | | $ | 77 | | | $ | 1,182 | |
Since December 31, 2019, the COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity, and caused significant economic volatility in the global debt and equity markets. The economic and social uncertainty resulting from the COVID-19 outbreak indicated that it was more likely than not that goodwill impairment existed at March 31, 2020 for our North America reporting unit. Therefore, at March 31, 2020, we performed an event-driven goodwill impairment test for our North America reporting unit and determined no goodwill impairment existed.
The fair value of our North America reporting unit at March 31, 2020 was determined based on valuation techniques using the best available information, primarily discounted cash flow projections. We make significant assumptions and estimates about the extent and timing of future cash flows. There can be no assurance that anticipated financial results will be achieved. Under multiple scenarios, including fully weighting the downside cash flow scenario, the estimated fair value of our North America reporting unit at March 31, 2020 exceeded its carrying amount. Since March 31, 2020, we noted no further significant deterioration in our economic performance or outlook that would indicate further testing of goodwill impairment was warranted. Future goodwill impairment could be recognized should economic conditions deteriorate, thereby resulting in a prolonged economic slowdown and a corresponding decline in the fair value of our reporting units.
Note 6. Equity in Net Assets of Non-consolidated Affiliates
We use the equity method to account for our equity interest in joint ventures. The income of these joint ventures is not consolidated into our financial statements; rather, our proportionate share of the earnings is reflected as equity income.
There have been no ownership changes in our joint ventures since December 31, 2019. The following table presents certain aggregated operating data of our joint ventures:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
Summarized Operating Data | 2020 | | 2019 | | 2020 | | 2019 |
Finance charge income | $ | 355 | | | $ | 330 | | | $ | 1,049 | | | $ | 1,024 | |
Income before income taxes | $ | 174 | | | $ | 150 | | | $ | 428 | | | $ | 481 | |
Net income | $ | 131 | | | $ | 113 | | | $ | 321 | | | $ | 361 | |
At September 30, 2020 and December 31, 2019, we had undistributed earnings of $609 million and $615 million related to our non-consolidated affiliates. During the three months ended September 30, 2020, SAIC-GMAC Automotive Finance Company Limited (SAIC-GMAC) declared a $294 million cash dividend of which our share was $103 million. The dividend payment was received on November 3, 2020.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Note 7. Debt
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
| Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
Secured debt | | | | | | | |
Revolving credit facilities | $ | 2,048 | | | $ | 2,050 | | | $ | 6,152 | | | $ | 6,160 | |
Securitization notes payable | 33,623 | | | 34,058 | | | 33,807 | | | 34,000 | |
Total secured debt | 35,671 | | | 36,108 | | | 39,959 | | | 40,160 | |
Unsecured debt | | | | | | | |
Senior notes | 47,935 | | | 49,008 | | | 43,679 | | | 44,937 | |
Credit facilities | 1,417 | | | 1,415 | | | 1,936 | | | 1,936 | |
Other unsecured debt | 3,799 | | | 3,803 | | | 3,364 | | | 3,366 | |
Total unsecured debt | 53,151 | | | 54,226 | | | 48,979 | | | 50,239 | |
Total secured and unsecured debt | $ | 88,822 | | | $ | 90,334 | | | $ | 88,938 | | | $ | 90,399 | |
Fair value utilizing Level 2 inputs | | | $ | 88,768 | | | | | $ | 88,481 | |
Fair value utilizing Level 3 inputs | | | $ | 1,566 | | | | | $ | 1,918 | |
Secured Debt Most of the secured debt was issued by VIEs and is repayable only from proceeds related to the underlying pledged assets. Refer to Note 8 for further information. The weighted average interest rate on secured debt was 2.22% at September 30, 2020. Issuance costs on secured debt of $88 million as of September 30, 2020 and $75 million as of December 31, 2019 are amortized to interest expense over the expected term of the secured debt.
The terms of our revolving credit facilities provide for a revolving period and subsequent amortization period, and are expected to be repaid over periods ranging up to six years. During the nine months ended September 30, 2020, we renewed credit facilities with a total borrowing capacity of $17.3 billion.
Securitization notes payable at September 30, 2020 are due beginning in 2021 through 2028. During the nine months ended September 30, 2020, we issued $16.6 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of 1.33% and maturity dates ranging from 2021 to 2028.
Unsecured Debt
Senior Notes At September 30, 2020, we had $47.4 billion aggregate outstanding in senior notes that mature from 2020 through 2030 and have a weighted average interest rate of 3.27%. Issuance costs on senior notes of $113 million as of September 30, 2020 and $109 million as of December 31, 2019 are amortized to interest expense over the term of the notes.
During the nine months ended September 30, 2020, we issued $8.4 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 3.08% and maturity dates ranging from 2023 through 2030.
General Motors Financial Company, Inc. is the sole guarantor of its subsidiaries' unsecured debt obligations for which a guarantee is provided.
Credit Facilities and Other Unsecured Debt We use unsecured credit facilities with banks as well as non-bank instruments as funding sources. Our credit facilities and other unsecured debt have maturities of up to four years. The weighted average interest rate on these credit facilities and other unsecured debt was 2.46% at September 30, 2020.
Compliance with Debt Covenants Several of our revolving credit facilities require compliance with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary financial statements. Certain of our secured debt agreements also contain various covenants, including maintaining portfolio performance ratios as well as limits on deferment levels. Our unsecured debt obligations contain covenants including limitations on our ability to incur certain liens. At September 30, 2020, we were in compliance with these debt covenants.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Note 8. Variable Interest Entities
The following table summarizes the assets and liabilities related to our consolidated VIEs:
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
Restricted cash(a) | $ | 2,725 | | | $ | 2,643 | |
Finance receivables, net of fees | $ | 28,762 | | | $ | 35,392 | |
Lease related assets | $ | 16,594 | | | $ | 14,464 | |
Secured debt | $ | 35,475 | | | $ | 39,771 | |
_______________
(a) Included in other assets.
We use SPEs that are considered VIEs to issue variable funding notes to third party, bank-sponsored warehouse facilities or asset-backed securities to investors in securitization transactions. The debt issued by these VIEs is backed by finance receivables and leasing-related assets transferred to the VIEs. We determined that we are the primary beneficiary of the VIEs because our servicing responsibilities give us the power to direct the activities that most significantly impact the performance of the VIEs and our variable interests in the VIEs give us the obligation to absorb losses and the right to receive residual returns that could potentially be significant. The respective assets of the VIEs serve as the sole source of repayment for the debt issued by these entities. Investors in the notes issued by the VIEs do not have recourse to us or our other assets, with the exception of customary representation and warranty repurchase provisions and indemnities that we provide as the servicer. We are not required to provide any additional financial support to these VIEs. While these VIE subsidiaries are included in our condensed consolidated financial statements, they are separate legal entities and their assets are legally owned by them and are not available to our creditors.
Other transfers of finance receivables Under certain debt agreements, we transfer finance receivables to entities that we do not control through majority voting interest or through contractual arrangements. These transfers do not meet the criteria to be considered sales under U.S. GAAP; therefore, the finance receivables and the related debt are included in our consolidated financial statements, similar to the treatment of finance receivables and related debt of our consolidated VIEs. Any collections received on the transferred receivables are available only for the repayment of the related debt. At September 30, 2020 and December 31, 2019, $408 million and $226 million in finance receivables had been transferred in secured funding arrangements to third-party banks, relating to $256 million and $244 million in secured debt outstanding.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Note 9. Derivative Financial Instruments and Hedging Activities
We are exposed to certain risks arising from both our business operations and economic conditions. We manage economic risks, including interest rate risk, primarily by managing the amount, sources, and duration of our assets and liabilities and by using derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our borrowings.
Certain of our foreign operations expose us to fluctuations of foreign interest rates and exchange rates. We primarily finance our earning assets with debt in the same currency to minimize the impact to earnings from our exposure to fluctuations in exchange rates. When we use a different currency, these fluctuations may impact the value of our cash receipts and payments in terms of our functional currency. We enter into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of the relevant functional currency. The table below presents the gross fair value amounts of our derivative financial instruments and the associated notional amounts:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
| Notional | | Fair Value of Assets(a) | | Fair Value of Liabilities(a) | | Notional | | Fair Value of Assets(a) | | Fair Value of Liabilities(a) |
Derivatives designated as hedges | | | | | | | | | | | |
Fair value hedges | | | | | | | | | | | |
Interest rate swaps | $ | 10,050 | | | $ | 496 | | | $ | 2 | | | $ | 9,458 | | | $ | 234 | | | $ | 23 | |
Foreign currency swaps | 1,876 | | | 77 | | | 39 | | | 1,796 | | | 22 | | | 71 | |
Cash flow hedges | | | | | | | | | | | |
Interest rate swaps | 914 | | | — | | | 28 | | | 590 | | | — | | | 6 | |
Foreign currency swaps | 5,365 | | | 98 | | | 138 | | | 4,429 | | | 40 | | | 119 | |
Derivatives not designated as hedges | | | | | | | | | | | |
Interest rate contracts | 110,059 | | | 1,023 | | | 692 | | | 92,400 | | | 340 | | | 300 | |
Total(b) | $ | 128,264 | | | $ | 1,694 | | | $ | 899 | | | $ | 108,673 | | | $ | 636 | | | $ | 519 | |
_________________
(a)The gross amounts of the fair value of our assets and liabilities are included in other assets and other liabilities, respectively. Amounts accrued for interest payments in a net receivable position are included in other assets. Amounts accrued for interest payments in a net payable position are included in other liabilities. All our derivatives are categorized within Level 2 of the fair value hierarchy. The fair value for Level 2 instruments was derived using the market approach based on observable market inputs including quoted prices of similar instruments and foreign exchange and interest rate forward curves.
(b)We primarily enter into derivative instruments through AmeriCredit Financial Services, Inc. (AFSI); however, our SPEs may also be parties to derivative instruments. Agreements between AFSI and its derivative counterparties include rights of setoff for positions with offsetting values or for collateral held or posted. At September 30, 2020 and December 31, 2019, the fair value of assets and liabilities available for offset was $619 million and $302 million. At September 30, 2020 and December 31, 2019, we held $779 million and $210 million of collateral from counterparties that is available for netting against our asset positions. At September 30, 2020 and December 31, 2019, we posted $195 million and $89 million of collateral to counterparties that is available for netting against our liability positions.
The following amounts were recorded in the condensed consolidated balance sheet related to items designated and qualifying as hedged items in fair value hedging relationships:
| | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Amount of Hedged Items | | Cumulative Amount of Fair Value Hedging Adjustments(a) |
| September 30, 2020 | | December 31, 2019 | | September 30, 2020 | | December 31, 2019 |
Unsecured debt | $ | 24,275 | | | $ | 20,397 | | | $ | (713) | | | $ | (77) | |
_________________
(a)Includes $197 million of unamortized gains and $69 million of unamortized losses remaining on hedged items for which hedge accounting has been discontinued at September 30, 2020 and December 31, 2019.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of income:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
| Interest Expense(a) | | Operating Expenses(b) | | Interest Expense(a) | | Operating Expenses(b) | | Interest Expense(a) | | Operating Expenses(b) | | Interest Expense(a) | | Operating Expenses(b) |
Fair value hedges | | | | | | | | | | | | | | | |
Hedged items - interest rate swaps | $ | 14 | | | $ | — | | | $ | (159) | | | $ | — | | | $ | (555) | | | $ | — | | | $ | (682) | | | $ | — | |
Interest rate swaps | (86) | | | — | | | 80 | | | — | | | 289 | | | — | | | 546 | | | — | |
Hedged items - foreign currency swaps | — | | | (79) | | | — | | | 78 | | | — | | | (80) | | | — | | | 85 | |
Foreign currency swaps | (5) | | | 80 | | | (15) | | | (77) | | | (26) | | | 84 | | | (46) | | | (81) | |
Cash flow hedges | | | | | | | | | | | | | | | |
Interest rate swaps | (5) | | | — | | | 1 | | | — | | | (8) | | | — | | | 5 | | | — | |
Foreign currency swaps | (25) | | | 216 | | | (23) | | | (134) | | | (82) | | | 223 | | | (62) | | | (149) | |
Derivatives not designated as hedges | | | | | | | | | | | | | | | |
Interest rate contracts | 83 | | | — | | | 89 | | | — | | | 244 | | | — | | | 79 | | | — | |
Total (losses) income recognized | $ | (24) | | | $ | 217 | | | $ | (27) | | | $ | (133) | | | $ | (138) | | | $ | 227 | | | $ | (160) | | | $ | (145) | |
_________________
(a)Total interest expense was $709 million and $879 million for the three months ended September 30, 2020 and 2019 and $2.3 billion and $2.8 billion for the nine months ended September 30, 2020 and 2019.
(b)Activity is offset by translation activity also recorded in operating expenses related to foreign currency-denominated loans. Total operating expenses were $394 million and $384 million for the three months ended September 30, 2020 and 2019 and $1.1 billion for both the nine months ended September 30, 2020 and 2019.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The tables below present the effect of our derivative financial instruments in the condensed consolidated statements of comprehensive income:
| | | | | | | | | | | | | | | | | | | | | | | |
| Gains (Losses) Recognized In Accumulated Other Comprehensive Loss |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Fair value hedges | | | | | | | |
Foreign currency swaps | $ | (4) | | | $ | (10) | | | $ | (16) | | | $ | (30) | |
Cash flow hedges | | | | | | | |
Interest rate swaps | — | | | (3) | | | (15) | | | (5) | |
Foreign currency swaps | 158 | | | (127) | | | (22) | | | (198) | |
Total | $ | 154 | | | $ | (140) | | | $ | (53) | | | $ | (233) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| (Gains) Losses Reclassified From Accumulated Other Comprehensive Loss Into Income(a)(b) |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Fair value hedges | | | | | | | |
Foreign currency swaps | $ | 4 | | | $ | 10 | | | $ | 17 | | | $ | 32 | |
Cash flow hedges | | | | | | | |
Interest rate swaps | 3 | | | (1) | | | 5 | | | (4) | |
Foreign currency swaps | (144) | | | 119 | | | (103) | | | 160 | |
Total | $ | (137) | | | $ | 128 | | | $ | (81) | | | $ | 188 | |
_________________
(a)All amounts reclassified from accumulated other comprehensive loss were recorded to interest expense.
(b)During the next twelve months, we estimate $86 million in losses will be reclassified into pre-tax earnings from derivatives designated for hedge accounting.
Note 10. Commitments and Contingencies
Guarantees of Indebtedness At September 30, 2020, we had no guarantees.
Legal Proceedings We are subject to various pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas and enforcement proceedings. Some litigation against us could take the form of class actions. The outcome of these proceedings is inherently uncertain, and thus we cannot confidently predict how or when proceedings will be resolved. An adverse outcome in one or more of these proceedings could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm. We identify below the material proceedings in connection with which we believe a material loss is reasonably possible or probable.
In accordance with the current accounting standards for loss contingencies, we establish reserves for legal matters when it is probable that a loss associated with the matter has been incurred and the amount of the loss can be reasonably estimated. The actual costs of resolving legal matters may be higher or lower than any amounts reserved for these matters. At September 30, 2020, we estimated our reasonably possible legal exposure for unfavorable outcomes is approximately $26 million, and we have accrued $14 million.
In 2014 and 2015, we were served with investigative subpoenas from various state attorneys general and other governmental offices to produce documents and data relating to our automobile loan and lease business and securitization of loans and leases. We believe that we have cooperated fully with all reasonable requests for information. We are currently unable to estimate any reasonably possible loss or range of loss that may result from these investigations.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Other Administrative Tax Matters We accrue non-income tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. In the event any losses are sustained in excess of accruals, they will be charged against income at that time.
In evaluating indirect tax matters, we take into consideration factors such as our historical experience with matters of similar nature, specific facts and circumstances, and the likelihood of prevailing. We reevaluate and update our accruals as matters progress over time. Where there is a reasonable possibility that losses exceeding amounts already recognized may be incurred, our estimate of the additional range of loss is up to $10 million at September 30, 2020.
Note 11. Shareholders' Equity
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
Common Stock | | | |
Number of shares authorized | 10,000,000 | | | 10,000,000 | |
Number of shares issued and outstanding | 5,050,000 | | | 5,050,000 | |
During the nine months ended September 30, 2020, our Board of Directors declared and paid dividends of $800 million on our common stock to General Motors Holdings LLC.
| | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
Preferred Stock | | | |
Number of shares authorized | 250,000,000 | | | 250,000,000 | |
Number of shares issued and outstanding | | | |
Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A (Series A Preferred Stock) | 1,000,000 | | | 1,000,000 | |
Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series B (Series B Preferred Stock) | 500,000 | | | 500,000 | |
Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series C (Series C Preferred Stock) | 500,000 | | | — | |
During the nine months ended September 30, 2020, we paid dividends of $58 million to holders of record of our Series A Preferred Stock, and $32 million to holders of record of our Series B Preferred Stock. During the nine months ended September 30, 2019, we paid dividends of $58 million to holders of record of our Series A Preferred Stock, and $33 million to holders of record of our Series B Preferred Stock.
In September 2020, we issued 500,000 shares, par value $0.01 per share, of Series C Preferred Stock, at a liquidation preference of $1,000 per share, for net proceeds of approximately $492 million.
Holders of Series C Preferred Stock are entitled to receive cash dividend payments when, as and if declared by our Board of Directors (or a duly authorized committee of our Board of Directors). Dividends on the Series C Preferred Stock accrue and are payable at a rate per annum equal to 5.700% from the date of issuance to, but excluding, September 30, 2030 (the “First Reset Date”). Thereafter, the dividend rate will be reset on the First Reset Date and on September 30th of every fifth year thereafter (the First Reset Date and each such date thereafter, a "Reset Date," and the period from, and including, a Reset Date to, but excluding, the following Reset Date, a "Reset Period"). From and including the First Reset Date, dividends on the Series C Preferred Stock will accrue and be payable at a rate per annum equal to the five-year U.S. Treasury Rate as of the second business day preceding the applicable Reset Date plus 4.997% for each Reset Period. Dividends will be payable semi-annually in arrears on March 30 and September 30 of each year, beginning on March 30, 2021. Dividends on the Series C Preferred Stock are cumulative whether or not we have earnings, there are funds legally available for the payment of the dividends or the dividends are authorized or declared.
The Series C Preferred Stock does not have a maturity date. We may, at our option, redeem the shares of the Series C Preferred Stock, in whole or in part, on any dividend payment date on or after the First Reset Date, at a price of $1,000 per share of Series C Preferred Stock plus all accumulated and unpaid dividends to, but excluding, the date of redemption.
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes the significant components of accumulated other comprehensive loss:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Unrealized loss on hedges | | | | | | | |
Beginning balance | $ | (200) | | | $ | (24) | | | $ | (49) | | | $ | 9 | |
Change in value of hedges, net of tax | 17 | | | (12) | | | (134) | | | (45) | |
Ending balance | (183) | | | (36) | | | (183) | | | (36) | |
Defined benefit plans | | | | | | | |
Beginning balance | 1 | | | 1 | | | 1 | | | 1 | |
Unrealized gain on subsidiary pension, net of tax | — | | | — | | | — | | | — | |
Ending balance | 1 | | | 1 | | | 1 | | | 1 | |
Foreign currency translation adjustment | | | | | | | |
Beginning balance | (1,464) | | | (1,011) | | | (1,071) | | | (1,076) | |
Translation gain (loss), net of tax | 82 | | | (164) | | | (311) | | | (99) | |
Ending balance | (1,382) | | | (1,175) | | | (1,382) | | | (1,175) | |
Total accumulated other comprehensive loss | $ | (1,564) | | | $ | (1,210) | | | $ | (1,564) | | | $ | (1,210) | |
Note 12. Income Taxes
For interim income tax reporting we estimate our annual effective tax rate and apply it to our year-to-date ordinary income. Tax jurisdictions with a projected or year-to-date loss for which a tax benefit cannot be realized are excluded from the annualized effective tax rate. The tax effects of unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, are reported in the interim period in which they occur.
In the three and nine months ended September 30, 2020, income tax expense of $314 million and $430 million was primarily due to tax expense attributable to entities included in our effective tax rate calculation. In the three and nine months ended September 30, 2019, income tax expense of $195 million and $416 million was primarily due to tax expense attributable to entities included in our effective tax rate calculation and a reduction for our electric vehicle tax credit in 2019.
We are included in GM’s consolidated U.S. federal income tax return and for certain states’ income tax returns. Net operating losses and certain tax credits generated by us have been utilized by GM; however, income tax expense and deferred tax balances are presented in these financial statements as if we filed our own tax returns in each jurisdiction.
Note 13. Segment Reporting
Our chief operating decision maker evaluates the operating results and performance of our business based on our North America and International Segments. The management of each segment is responsible for executing our strategies. Key operating data for our operating segments were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2020 | | Three Months Ended September 30, 2019 |
| North America | | International | | Total | | North America | | International | | Total |
Total revenue | $ | 3,196 | | | $ | 225 | | | $ | 3,421 | | | $ | 3,355 | | | $ | 304 | | | $ | 3,659 | |
Operating expenses | 312 | | | 82 | | | 394 | | | 291 | | | 93 | | | 384 | |
Leased vehicle expenses | 1,114 | | | 12 | | | 1,126 | | | 1,557 | | | 17 | | | 1,574 | |
Provision for loan losses | (26) | | | 57 | | | 31 | | | 113 | | | 37 | | | 150 | |
Interest expense | 643 | | | 66 | | | 709 | | | 759 | | | 120 | | | 879 | |
Equity income | — | | | 46 | | | 46 | | | — | | | 39 | | | 39 | |
Income before income taxes | $ | 1,153 | | | $ | 54 | | | $ | 1,207 | | | $ | 635 | | | $ | 76 | | | $ | 711 | |
GENERAL MOTORS FINANCIAL COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2020 | | Nine Months Ended September 30, 2019 |
| North America | | International | | Total | | North America | | International | | Total |
Total revenue | $ | 9,670 | | | $ | 735 | | | $ | 10,405 | | | $ | 9,993 | | | $ | 925 | | | $ | 10,918 | |
Operating expenses | 879 | | | 218 | | | 1,097 | | | 848 | | | 283 | | | 1,131 | |
Leased vehicle expenses | 4,566 | | | 36 | | | 4,602 | | | 4,987 | | | 38 | | | 5,025 | |
Provision for loan losses | 609 | | | 215 | | | 824 | | | 394 | | | 110 | | | 504 | |
Interest expense | 2,091 | | | 241 | | | 2,332 | | | 2,413 | | | 365 | | | 2,778 | |
Equity income | — | | | 113 | | | 113 | | | — | | | 126 | | | 126 | |
Income before income taxes | $ | 1,525 | | | $ | 138 | | | $ | 1,663 | | | $ | 1,351 | | | $ | 255 | | | $ | 1,606 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
| North America | | International | | Total | | North America | | International | | Total |
Finance receivables, net | $ | 50,623 | | | $ | 4,530 | | | $ | 55,153 | | | $ | 46,679 | | | $ | 6,794 | | | $ | 53,473 | |
Leased vehicles, net | $ | 39,213 | | | $ | 145 | | | $ | 39,358 | | | $ | 41,881 | | | $ | 174 | | | $ | 42,055 | |
Total assets | $ | 101,762 | | | $ | 7,449 | | | $ | 109,211 | | | $ | 99,453 | | | $ | 9,764 | | | $ | 109,217 | |
Note 14. Regulatory Capital and Other Regulatory Matters
We are required to comply with a wide variety of laws and regulations. Certain of our entities operate in international markets as either banks or regulated finance companies that are subject to regulatory restrictions. These regulatory restrictions, among other things, require that certain of these entities meet minimum capital requirements and may restrict dividend distributions and ownership of certain assets. We were in compliance with all regulatory capital requirements as most recently reported. Total assets of our regulated international banks and finance companies were approximately $5.4 billion and $7.8 billion at September 30, 2020 and December 31, 2019.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and the "Risk Factors" sections of our 2019 Form 10-K and this Quarterly Report on Form 10–Q for a discussion of these risks and uncertainties.
Basis of Presentation
This MD&A should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto and the audited consolidated financial statements and notes thereto included in our 2019 Form 10-K.
Except as otherwise specified, dollar amounts presented within tables are stated in millions. Average balances are calculated using daily balances, where available. Otherwise, average balances are calculated using monthly balances.
Recent Developments
In March 2020, the World Health Organization declared the rapidly growing outbreak of COVID-19, a global pandemic. The economic impact of efforts to contain the spread of COVID-19 are straining the finances of individuals and businesses, large and small, across the globe. The extent of the impact of the COVID-19 pandemic on our future operations will depend on, among other things, the duration, spread and intensity of the pandemic and related government responses such as required physical distancing and restrictions on business operations and travel, all of which are uncertain and difficult to predict in light of the rapidly evolving landscape. We also face continuing market, operating and regulatory challenges in several countries across the globe due to, among other factors, weak economic conditions, foreign exchange volatility and political uncertainty. Refer to Item 1A. Risk Factors for a full discussion of the risks associated with the COVID-19 pandemic.
In response to the pandemic, we have taken a number of actions to provide support to our retail customers and dealers, including:
▪We automatically waived all late payment fees for our retail customers in the North America Segment from March 1, 2020 until May 31, 2020. The impact to our results of operations for the nine months ended September 30, 2020 was not material.
▪We offered payment deferrals (typically for 60 days) to our retail customers who have been adversely affected by the COVID-19 pandemic. As a result, our deferral activity was elevated during the late-first quarter and early-second quarter of 2020 before returning to normal levels in the three months ended September 30, 2020.
▪We also offered deferments to our lease customers in the U.S. with the deferred payments due along with the final payment, if not paid before. As of September 30, 2020, we had granted payment deferrals on approximately 2% of our lease accounts.
▪We offered a greater volume of extensions to lease customers to remain in their vehicle beyond their scheduled lease termination date.
▪We offered deferrals of interest and waivers of curtailment payments for the three months ended June 30, 2020 at no cost to our wholesale dealer customers. Interest continued to accrue on the outstanding balance. In aggregate, we deferred $34 million in interest and waived $185 million of curtailment payments on our commercial loans for the three months ended June 30, 2020. As of September 30, 2020, $6 million in interest and $24 million of curtailment payments were outstanding.
▪In partnership with GM in the U.S., for well-qualified buyers, we provided various 0% loan offers for new GM vehicle purchases. In addition, we offered a 120-day delay for the due date of the first payment on retail loans for well-qualified buyers of new GM vehicles.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Critical Accounting Estimates
The preparation of condensed financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenue and expenses during the reporting periods. Actual results could differ from those estimates, due to inherent uncertainties in making estimates, and those differences may be material. The critical accounting estimates that affect the condensed consolidated financial statements and the judgment and assumptions used are consistent with those described in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Form 10-K, as supplemented by the subsequent discussions of our allowance for loan losses on finance receivables for the adoption of ASU 2016-13; and the residual value of our leased vehicles. Refer to Note 1 to our condensed consolidated financial statements for additional information.
Allowance for Loan Losses Our retail finance receivables portfolio consists of smaller-balance, homogeneous loans that are carried at amortized cost, net of allowance for loan losses. The allowance for loan losses on retail finance receivables reflects net credit losses expected to be incurred over the remaining life of the retail finance receivables, which has a weighted average remaining life of approximately two years. We forecast net credit losses based on relevant information about past events, current conditions and forecast economic performance. We believe that the allowance is adequate to cover expected credit losses on the retail finance receivables; however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not exceed such estimates or that our credit loss assumptions will not increase.
We updated our forecast of economic performance in March 2020, following the onset of the COVID-19 pandemic, based on the latest available information from our economic research firm, and have continued to monitor and update our forecast through September 30, 2020. Used vehicle prices rebounded, after decreasing in March and April 2020, and recoveries outperformed our forecast. Therefore, we increased our recovery rate forecast as of September 30, 2020. Actual economic data and recovery rates that are worse/lower than those we forecast would result in an increase to the allowance for loan losses.
Our commercial finance receivables portfolio consists of floorplan financing as well as dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, and to purchase and/or finance dealership real estate. The allowance for loan losses on commercial finance receivables is based on historical loss experience for the consolidated portfolio, in addition to forecasted industry vehicle sales. Prior to January 1, 2020, we estimated our allowance for loan losses in the North America Segment based on an analysis of the experience of comparable commercial lenders. There can be no assurance that the ultimate charge-off amount will not exceed such estimates or that our credit loss assumptions will not increase.
Residual Value of Leased Vehicles At September 30, 2020, the estimated residual value of our leased vehicles at the end of the lease term was $28.9 billion. Depreciation reduces the carrying value of each leased asset in our operating leased vehicles portfolio over time from its original acquisition value to its expected residual value at the end of the lease term. We reviewed the leased vehicles portfolio for indicators of impairment and determined that no impairment indicators were present at September 30, 2020.
We updated the residual value estimates on our leased vehicles portfolio in March 2020, following the onset of the COVID-19 pandemic to reflect the decrease in forecasted used vehicle prices and have continued to monitor and update our residual value estimates through September 30, 2020. Used vehicle prices rebounded, after decreasing in March and April 2020, and sales proceeds on terminated leased vehicles outperformed our residual value estimates during the nine months ended September 30, 2020. Our estimated residual value as of September 30, 2020 increased from the prior quarter, resulting in a prospective decrease to the depreciation rate over the remaining term of the leased vehicles portfolio. If used vehicle prices decrease, we would increase depreciation expense and/or record an impairment charge on our lease portfolio. If an impairment exists, we would determine any shortfall in recoverability of our leased vehicle asset groups by year, make and model. Recoverability is calculated as the excess of (1) the sum of remaining lease payments, plus estimated residual value, over (2) leased vehicles, net, less deferred income. Alternatively, if used vehicle prices outperform our latest estimates, we may record gains on sales of off-lease vehicles and/or decreased depreciation expense.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Results of Operations
This section discusses our results of operations for the three and nine months ended September 30, 2020 as compared to the three and nine months ended September 30, 2019.
Income before income taxes for the nine months ended September 30, 2020 increased to $1.7 billion from $1.6 billion for the nine months ended September 30, 2019. There were offsetting changes to key drivers of income before income taxes, as follows:
•Leased vehicle income decreased $333 million primarily due to a decrease in the leased vehicles portfolio, as terminations of leases exceeded originations.
•Leased vehicle expenses decreased $423 million primarily due to $381 million in increased leased vehicle termination gains.
•Provision for loan losses increased $320 million primarily due to increased expected charge-offs as a result of the forecasted economic impacts from the COVID-19 pandemic.
•Interest expense decreased $446 million primarily due to a decrease in the effective rate of interest on debt.
Return on average common equity is widely used to measure earnings in relation to invested capital. Our return on average common equity increased to 14.6% for the four quarters ended September 30, 2020 from 13.4% for the four quarters ended September 30, 2019 primarily due to increased earnings as well as a decrease in average common equity.
We use return on average tangible common equity (a non-GAAP measure) to measure our contribution to GM's enterprise profitability and cash flow. Our return on average tangible common equity increased to 16.4% for the four quarters ended September 30, 2020 from 15.1% for the four quarters ended September 30, 2019 primarily due to increased earnings as well as a decrease in average tangible common equity.
The following table presents our reconciliation of return on average tangible common equity to return on average common equity, the most directly comparable GAAP measure:
| | | | | | | | | | | |
| Four Quarters Ended |
| September 30, 2020 | | September 30, 2019 |
Net income attributable to common shareholder | $ | 1,519 | | | $ | 1,418 | |
| | | |
Average equity | $ | 11,951 | | | $ | 12,070 | |
Less: average preferred equity | (1,515) | | | (1,476) | |
Average common equity | 10,436 | | | 10,594 | |
Less: average goodwill | (1,175) | | | (1,187) | |
Average tangible common equity | $ | 9,261 | | | $ | 9,407 | |
| | | |
Return on average common equity | 14.6 | % | | 13.4 | % |
Return on average tangible common equity | 16.4 | % | | 15.1 | % |
Our calculation of this non-GAAP measure may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of this non-GAAP measure has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures. This non-GAAP measure allows investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve our return on average tangible common equity. Management uses this measure in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. For these reasons we believe this non-GAAP measure is useful for our investors.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Three Months Ended September 30, 2020 compared to Three Months Ended September 30, 2019
| | | | | | | | | | | | | | | | | | | | | | | |
Average Earning Assets | Three Months Ended September 30, | | 2020 vs. 2019 |
| 2020 | | 2019 | | Amount | | Percentage |
Average retail finance receivables | $ | 47,818 | | | $ | 42,311 | | | $ | 5,507 | | | 13.0 | % |
Average commercial finance receivables | 8,046 | | | 13,118 | | | (5,072) | | | (38.7) | % |
Average finance receivables | 55,864 | | | 55,429 | | | 435 | | | 0.8 | % |
Average leased vehicles, net | 39,504 | | | 42,754 | | | (3,250) | | | (7.6) | % |
Average earning assets | $ | 95,368 | | | $ | 98,183 | | | $ | (2,815) | | | (2.9) | % |
| | | | | | | |
Retail finance receivables purchased | $ | 7,301 | | | $ | 5,407 | | | $ | 1,894 | | | 35.0 | % |
| | | | | | | |
Leased vehicles purchased | $ | 5,532 | | | $ | 5,843 | | | $ | (311) | | | (5.3) | % |
| | | | | | | |
Our penetration of GM's retail sales in the U.S. increased to 42.6% for the three months ended September 30, 2020 from 36.7% for three months ended September 30, 2019. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.
Average commercial finance receivables decreased primarily due to the suspension of GM global manufacturing operations at the onset of the COVID-19 pandemic, resulting in lower dealer inventory.
| | | | | | | | | | | | | | | | | | | | | | | |
Revenue | Three Months Ended September 30, | | 2020 vs. 2019 |
| 2020 | | 2019 | | Amount | | Percentage |
Finance charge income | | | | | | | |
Retail finance receivables | $ | 925 | | | $ | 861 | | | $ | 64 | | | 7.4 | % |
Commercial finance receivables | $ | 74 | | | $ | 182 | | | $ | (108) | | | (59.3) | % |
Leased vehicle income | $ | 2,354 | | | $ | 2,515 | | | $ | (161) | | | (6.4) | % |
Other income | $ | 68 | | | $ | 101 | | | $ | (33) | | | (32.7) | % |
Equity income | $ | 46 | | | $ | 39 | | | $ | 7 | | | 17.9 | % |
Effective yield - retail finance receivables | 7.7 | % | | 8.1 | % | | | | |
Effective yield - commercial finance receivables | 3.7 | % | | 5.5 | % | | | | |
Finance Charge Income - Retail Finance Receivables Finance charge income on retail finance receivables increased due to growth in the portfolio, partially offset by a decrease in the effective yield. The effective yield represents finance charges, rate subvention and fees recorded in earnings during the period as a percentage of average retail finance receivables.
Finance Charge Income - Commercial Finance Receivables Finance charge income on commercial finance receivables decreased due to a lower effective yield resulting from a decline in benchmark interest rates, as well as a decrease in the portfolio as a result of the suspension of GM global manufacturing operations due to the COVID-19 pandemic.
Leased Vehicle Income Leased vehicle income decreased primarily due to a decrease in the leased vehicles portfolio, as terminations of leases exceeded originations.
Other Income The decrease in other income is primarily due to lower investment income resulting from a decline in benchmark interest rates.
| | | | | | | | | | | | | | | | | | | | | | | |
Costs and Expenses | Three Months Ended September 30, | | 2020 vs. 2019 |
| 2020 | | 2019 | | Amount | | Percentage |
Operating expenses | $ | 394 | | | $ | 384 | | | $ | 10 | | | 2.6 | % |
Leased vehicle expenses | $ | 1,126 | | | $ | 1,574 | | | $ | (448) | | | (28.5) | % |
Provision for loan losses | $ | 31 | | | $ | 150 | | | $ | (119) | | | (79.3) | % |
Interest expense | $ | 709 | | | $ | 879 | | | $ | (170) | | | (19.3) | % |
Average debt outstanding | $ | 90,158 | | | $ | 90,545 | | | $ | (387) | | | (0.4) | % |
Effective rate of interest on debt | 3.1 | % | | 3.9 | % | | | | |
Operating Expenses Operating expenses as an annualized percentage of average earning assets was 1.6% for both the three months ended September 30, 2020 and 2019.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Leased Vehicle Expenses Leased vehicle expenses decreased primarily due to a $426 million increase in lease termination gains, due to outperformance of used vehicle prices compared to our residual value estimates, and a decrease in the leased vehicles portfolio.
Provision for Loan Losses The provision for retail loan losses decreased during the three months ended September 30, 2020 compared to the prior period. We made a downward adjustment to our recovery rate outlook in the first half of 2020 in response to lower used vehicle prices. As a result of a rebound in used vehicle prices, we improved our recovery rate outlook during the three months ended September, 30, 2020.
Interest Expense Interest expense decreased due to a lower effective rate of interest on our debt resulting from a decline in benchmark interest rates.
Taxes Our consolidated effective income tax rate was 27.0% and 29.0% of income before income taxes and equity income for the three months ended September 30, 2020 and 2019. The decrease in the effective income tax rate is primarily due to a lower percentage of income being taxed at higher rates for our non-U.S. entities included in our effective tax rate calculation.
Other Comprehensive Income (Loss)
Unrealized Gain (Loss) on Hedges Unrealized gains (losses) on hedges included in other comprehensive income were $17 million and $(12) million for the three months ended September 30, 2020 and 2019. The increase in unrealized gains (losses) is primarily due to changes in the fair value of our foreign currency swap agreements resulting from the weakening/strengthening of the U.S. Dollar against hedged currencies.
Unrealized gains/losses on cash flow hedges of our floating rate debt are reclassified into earnings in the same period during which the hedged transactions affect earnings via principal remeasurement or accrual of interest expense.
Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income (loss) were $82 million and $(164) million for the three months ended September 30, 2020 and 2019. Translation adjustments resulted from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changed in relation to international currencies. The foreign currency translation income for the three months ended September 30, 2020 was primarily due to changes in the value of the Chinese Yuan Renminbi in relation to the U.S. Dollar. The foreign currency translation loss for the three months ended September 30, 2019 was primarily due to changes in the values of the Brazilian Real and the Chinese Yuan Renminbi in relation to the U.S. Dollar.
Nine Months Ended September 30, 2020 compared to Nine Months Ended September 30, 2019
| | | | | | | | | | | | | | | | | | | | | | | |
Average Earning Assets | Nine Months Ended September 30, | | 2020 vs. 2019 |
| 2020 | | 2019 | | Amount | | Percentage |
Average retail finance receivables | $ | 45,016 | | | $ | 42,103 | | | $ | 2,913 | | | 6.9 | % |
Average commercial finance receivables | 9,897 | | | 12,614 | | | (2,717) | | | (21.5) | % |
Average finance receivables | 54,913 | | | 54,717 | | | 196 | | | 0.4 | % |
Average leased vehicles, net | 40,562 | | | 43,059 | | | (2,497) | | | (5.8) | % |
Average earning assets | $ | 95,475 | | | $ | 97,776 | | | $ | (2,301) | | | (2.4) | % |
| | | | | | | |
Retail finance receivables purchased | $ | 22,491 | | | $ | 19,682 | | | $ | 2,809 | | | 14.3 | % |
| | | | | | | |
Leased vehicles purchased | $ | 13,737 | | | $ | 16,964 | | | $ | (3,227) | | | (19.0) | % |
| | | | | | | |
Our penetration of GM's retail sales in the U.S. increased to 46.4% for the nine months ended September 30, 2020 from 45.1% for the nine months ended September 30, 2019. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.
Average commercial finance receivables decreased primarily due to the suspension of GM global manufacturing operations caused by the COVID-19 pandemic, resulting in lower dealer inventory.
GENERAL MOTORS FINANCIAL COMPANY, INC.
| | | | | | | | | | | | | | | | | | | | | | | |
Revenue | Nine Months Ended September 30, | | 2020 vs. 2019 |
| 2020 | | 2019 | | Amount | | Percentage |
Finance charge income | | | | | | | |
Retail finance receivables | $ | 2,672 | | | $ | 2,508 | | | $ | 164 | | | 6.5 | % |
Commercial finance receivables | $ | 299 | | | $ | 530 | | | $ | (231) | | | (43.6) | % |
Leased vehicle income | $ | 7,203 | | | $ | 7,536 | | | $ | (333) | | | (4.4) | % |
Other income | $ | 231 | | | $ | 344 | | | $ | (113) | | | (32.8) | % |
Equity income | $ | 113 | | | $ | 126 | | | $ | (13) | | | (10.3) | % |
Effective yield - retail finance receivables | 7.9 | % | | 8.0 | % | | | | |
Effective yield - commercial finance receivables | 4.0 | % | | 5.6 | % | | | | |
Finance Charge Income - Retail Finance Receivables Finance charge income on retail finance receivables increased due to growth in the portfolio, partially offset by a decrease in the effective yield. The effective yield represents finance charges, rate subvention and fees recorded in earnings during the period as a percentage of average retail finance receivables.
Finance Charge Income - Commercial Finance Receivables Finance charge income on commercial finance receivables decreased due to a lower effective yield resulting from a decline in benchmark interest rates, as well as a decrease in the portfolio as a result of the suspension of GM global manufacturing operations due to the COVID-19 pandemic.
Leased Vehicle Income Leased vehicle income decreased primarily due to a decrease in the leased vehicles portfolio, as terminations of leases exceeded originations.
Other Income The decrease in other income is primarily due to lower investment income resulting from a decline in benchmark interest rates.
| | | | | | | | | | | | | | | | | | | | | | | |
Costs and Expenses | Nine Months Ended September 30, | | 2020 vs. 2019 |
| 2020 | | 2019 | | Amount | | Percentage |
Operating expenses | $ | 1,097 | | | $ | 1,131 | | | $ | (34) | | | (3.0) | % |
Leased vehicle expenses | $ | 4,602 | | | $ | 5,025 | | | $ | (423) | | | (8.4) | % |
Provision for loan losses | $ | 824 | | | $ | 504 | | | $ | 320 | | | 63.5 | % |
Interest expense | $ | 2,332 | | | $ | 2,778 | | | $ | (446) | | | (16.1) | % |
Average debt outstanding | $ | 91,625 | | | $ | 91,777 | | | $ | (152) | | | (0.2) | % |
Effective rate of interest on debt | 3.4 | % | | 4.0 | % | | | | |
Operating Expenses Operating expenses as an annualized percentage of average earning assets was 1.5% for both the nine months ended September 30, 2020 and 2019.
Leased Vehicle Expenses Leased vehicle expenses decreased primarily due to a $381 million increase in lease termination gains due to outperformance of used vehicle prices compared to our residual value estimates.
Provision for Loan Losses The provision for retail loan losses increased primarily due to increased expected charge-offs as a result of the forecasted economic impact of the COVID-19 pandemic.
Interest Expense Interest expense decreased due to a lower effective rate of interest on our debt resulting from a decline in benchmark interest rates.
Taxes Our consolidated effective income tax rate was 27.7% and 28.1% of income before income taxes and equity income for the nine months ended September 30, 2020 and 2019. The decrease in the effective income tax rate is primarily due to a lower percentage of income being taxed at higher rates for our non-U.S. entities included in our effective tax rate calculation.
Other Comprehensive Loss
Unrealized Loss on Hedges Unrealized losses on hedges included in other comprehensive loss were $134 million and $45 million for the nine months ended September 30, 2020 and 2019. The increase in unrealized losses is primarily due to changes in the fair value of our foreign currency swap agreements resulting from the strengthening of the U.S. Dollar against hedged currencies.
Unrealized losses on cash flow hedges of our floating rate debt are reclassified into earnings in the same period during which the hedged transactions affect earnings via principal remeasurement or accrual of interest expense.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive loss were $311 million and $99 million for the nine months ended September 30, 2020 and 2019. Translation adjustments resulted from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changed in relation to international currencies. The foreign currency translation loss for the nine months ended September 30, 2020 was primarily due to changes in the values of the Brazilian Real and the Mexican Peso in relation to the U.S. Dollar. The foreign currency translation loss for the nine months ended September 30, 2019 was primarily due to changes in the values of the Chinese Yuan Renminbi, the Brazilian Real and the Canadian Dollar in relation to the U.S. Dollar.
Earning Assets Quality
Retail Finance Receivables Our retail finance receivables portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. A summary of the credit risk profile by FICO score or its equivalent, determined at origination, of the retail finance receivables is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
| Amount | | Percent | | Amount | | Percent |
Prime - FICO Score 680 and greater | $ | 31,380 | | | 64.4 | % | | $ | 25,439 | | | 60.2 | % |
Near-prime - FICO Score 620 to 679 | 7,520 | | | 15.5 | | | 6,862 | | | 16.2 | |
Sub-prime - FICO Score less than 620 | 9,795 | | | 20.1 | | | 9,967 | | | 23.6 | |
Retail finance receivables, net of fees | 48,695 | | | 100.0 | % | | 42,268 | | | 100.0 | % |
Less: allowance for loan losses | (1,936) | | | | | (866) | | | |
Retail finance receivables, net | $ | 46,759 | | | | | $ | 41,402 | | | |
Number of outstanding contracts | 2,782,868 | | | | | 2,656,525 | | | |
Average amount of outstanding contracts (in dollars)(a) | $ | 17,498 | | | | | $ | 15,911 | | | |
Allowance for loan losses as a percentage of retail finance receivables, net of fees | 4.0 | % | | | | 2.0 | % | | |
_________________
(a)Average amount of outstanding contracts consists of retail finance receivables, net of fees, divided by number of outstanding contracts.
The allowance for loan losses increased as of September 30, 2020 as compared to December 31, 2019 primarily due to the adoption of ASU 2016-13 on January 1, 2020 and increased expected net charge-offs as a result of the forecasted economic impact of the COVID-19 pandemic.
Delinquency The following is a consolidated summary of delinquent retail finance receivables:
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2020 | | September 30, 2019 |
| Amount | | Percentage | | Amount (a) | | Percentage |
31 - 60 days | $ | 1,009 | | | 2.1 | % | | $ | 1,252 | | | 3.0 | % |
Greater than 60 days | 419 | | | 0.8 | | | 514 | | | 1.2 | |
Total finance receivables more than 30 days delinquent | 1,428 | | | 2.9 | | | 1,766 | | | 4.2 | |
In repossession | 45 | | | 0.1 | | | 48 | | | 0.1 | |
Total finance receivables more than 30 days delinquent or in repossession | $ | 1,473 | | | 3.0 | % | | $ | 1,814 | | | 4.3 | % |
________________
(a)Represents the contractual amounts of delinquent retail finance receivables, which is not significantly different than the outstanding amortized cost for such receivables.
At September 30, 2020, delinquency was impacted by the availability to our customers of funds under government support programs that have been offered pursuant to the COVID-19 pandemic, as well as changes in consumer spending behavior. We expect delinquency could increase in the coming months as more of our customers are impacted by the COVID-19 pandemic due to ongoing effects of job losses on consumer credit.
Deferrals In accordance with our policies and guidelines, we, at times, offer payment deferrals to retail consumers for up to two payments for a fee (generally the interest portion of the payment deferred). Our policies and guidelines limit the number and frequency of deferments that may be granted. Additionally, we generally limit the granting of deferments on new accounts until a requisite number of payments have been received. Effective March 16, 2020, we began offering payment deferrals
GENERAL MOTORS FINANCIAL COMPANY, INC.
(typically for 60 days) and in many cases waived our deferral policies and guidelines for customers impacted by the COVID-19 pandemic. As a result, for our North America segment, our monthly deferral rate as a percentage of retail finance receivables outstanding increased in the months of April and May 2020 before returning to normal levels in the months of June through September 2020. For the North America segment, contracts that received a payment deferral as an average quarterly percentage of average retail finance receivables outstanding were 2.9% and 4.4% for the three and nine months ended September 30, 2020 and 3.1% and 3.0% for the three and nine months ended September 30, 2019.
TDRs Payment deferrals granted to retail customers with accounts in good standing, but impacted by the COVID-19 pandemic, will not be considered concessions for purposes of TDR classification for up to six months of deferral. Refer to Note 1 and Note 3 to our condensed consolidated financial statements for further information on TDRs. Net Charge-offs The following table presents charge-off data with respect to our retail finance receivables portfolio:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Charge-offs | $ | 280 | | | $ | 300 | | | $ | 876 | | | $ | 886 | |
Less: recoveries | (133) | | | (133) | | | (378) | | | (410) | |
Net charge-offs | $ | 147 | | | $ | 167 | | | $ | 498 | | | $ | 476 | |
Net charge-offs as an annualized percentage of average retail finance receivables | 1.2 | % | | 1.6 | % | | 1.5 | % | | 1.5 | % |
| | | | | | | |
Charge-offs for the three and nine months ended September 30, 2020 decreased slightly compared to the prior year, resulting from the availability to our customers of funds under government support programs that have been offered pursuant to the COVID-19 pandemic, as well as changes in consumer spending behavior. We expect that our charge-offs could increase in the coming months as more of our customers are impacted by the COVID-19 pandemic due to ongoing effects of job losses on consumer credit.
Recoveries for the nine months ended September 30, 2020 decreased compared to the prior year primarily due to the suspension of our repossession activity on March 16, 2020. We resumed limited repossession activity in late June, and returned to normal repossession activity in the three months ended September 30, 2020. Recoveries for the three months ended September 30, 2020 were flat compared to the prior year despite lower charge-offs, which reflects the resumption of repossession activity as well as increased used vehicle prices.
| | | | | | | | | | | |
Commercial Finance Receivables | September 30, 2020 | | December 31, 2019 |
Commercial finance receivables, net of fees | $ | 8,461 | | | $ | 12,149 | |
Less: allowance for loan losses | (67) | | | (78) | |
Commercial finance receivables, net | $ | 8,394 | | | $ | 12,071 | |
Number of dealers | 1,964 | | | 1,872 | |
Average carrying amount per dealer | $ | 4 | | | $ | 6 | |
Allowance for loan losses as a percentage of commercial finance receivables, net of fees | 0.8 | % | | 0.6 | % |
At September 30, 2020 and December 31, 2019, commercial finance receivables classified as TDRs were insignificant. Activity in the allowance for commercial loan losses was insignificant for the three and nine months ended September 30, 2020 and 2019, and substantially all of our commercial finance receivables were current with respect to payment status at September 30, 2020 and December 31, 2019.
The COVID-19 pandemic negatively impacted sales volume in March and April, and we offered deferrals of interest payments and waivers of curtailment payments to our dealers during the three months ended June 30, 2020. We continue to monitor the financial condition of our dealers for any deterioration that would require further action to be taken, including recording additional provision for loan losses.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Leased Vehicles The following table summarizes activity in our operating lease portfolio (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2020 | | 2019 | | 2020 | | 2019 |
Operating leases originated | 137 | | | 147 | | | 340 | | | 433 | |
Operating leases terminated | 171 | | | 177 | | | 451 | | | 498 | |
Operating leased vehicles returned(a) | 97 | | | 128 | | | 312 | | | 370 | |
Percentage of leased vehicles returned(b) | 57 | % | | 72 | % | | 69 | % | | 74 | % |
________________
(a)Represents the number of vehicles returned to us for remarketing.
(b)Calculated as the number of operating leased vehicles returned divided by the number of operating leases terminated.
The return rate can fluctuate based upon the level of used vehicle pricing compared to residual values at lease inception and/or growth and age of the leased vehicles portfolio. The return rate for the three and nine months ended September 30, 2020 as compared to the prior periods declined due to higher leased vehicle purchases at the end-of-term driven by historically high used vehicle prices.
Used vehicle prices fluctuated during the nine months ended September 30, 2020. After decreasing in March and April, used vehicle sales volume and wholesale pricing steadily rebounded through August primarily due to low new vehicle inventory and strong demand for used vehicles. We currently expect used vehicle prices will increase for the full year 2020 compared to 2019 by an amount in the low single digits on a percentage basis.
Used vehicle prices may face pressure in 2021 relative to 2020 driven by normalizing new vehicle inventory and rising used vehicle supply due to an increase in trade-in activity and off-lease vehicles, resulting in an industry outlook for a decline in used vehicle prices of mid-single digits on a percentage basis.
As of March 31, 2020, following the onset of the COVID-19 pandemic, we updated residual value estimates based upon weak used vehicle market forecasts and increased the depreciation rate for the remaining term of the leased vehicles portfolio. We recorded $685 million and $933 million in gains on terminations of leased vehicles during the three and nine months ended September 30, 2020, compared to $259 million and $552 million during the three and nine months ended September 30, 2019, due to unexpected strength in used vehicle prices as well as lower net book values from increased depreciation rates. We updated our residual value estimates as of September 30, 2020, and we are decreasing the depreciation rate for the remaining term of the leased vehicles portfolio. If used vehicle prices outperform our latest estimates, we may record gains on sales of off-lease vehicles due to lower net book values and/or further decrease depreciation expense in future quarters. Likewise, if used vehicle prices weaken compared to our estimates, we may record losses on sales of off-lease vehicles due to higher net book values and/or increase depreciation expense in future quarters.
The following table summarizes the residual value based on our most recent estimates and the number of units included in leased vehicles, net by vehicle type (units in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2020 | | December 31, 2019 |
| Residual Value | | Units | | Percentage of Units | | Residual Value | | Units | | Percentage of Units |
Crossovers | $ | 16,177 | | | 971 | | | 65.0 | % | | $ | 15,950 | | | 972 | | | 60.5 | % |
Trucks | 7,129 | | | 272 | | | 18.2 | | | 7,256 | | | 288 | | | 18.0 | |
SUVs | 3,401 | | | 94 | | | 6.3 | | | 3,917 | | | 108 | | | 6.7 | |
Cars | 2,187 | | | 158 | | | 10.5 | | | 3,276 | | | 238 | | | 14.8 | |
Total | $ | 28,894 | | | 1,495 | | | 100.0 | % | | $ | 30,399 | | | 1,606 | | | 100.0 | % |
The following table summarizes the scheduled maturity of our operating leases in the North America Segment:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | 2021 | | 2022 | | 2023 & Thereafter |
Operating lease maturities | 7 | % | | 31 | % | | 36 | % | | 26 | % |
At September 30, 2020 and 2019, 99.4% and 99.1% of our operating leases were current with respect to payment status.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Liquidity and Capital Resources
General Our primary sources of cash are finance charge income, leasing income and proceeds from the sale of terminated leased vehicles, net distributions from credit facilities, securitizations, secured and unsecured borrowings, and collections and recoveries on finance receivables. Our primary uses of cash are purchases of retail finance receivables and leased vehicles, the funding of commercial finance receivables, repayment of secured and unsecured debt, funding credit enhancement requirements in connection with securitizations and secured credit facilities, interest costs and operating expenses.
Typically, our purchase and funding of retail and commercial finance receivables and leased vehicles are financed initially by utilizing cash and borrowings on our secured credit facilities. Subsequently, we typically obtain long-term financing for finance receivables and leased vehicles through securitization transactions and the issuance of unsecured debt.
The following table summarizes our available liquidity:
| | | | | | | | | | | |
Liquidity | September 30, 2020 | | December 31, 2019 |
Cash and cash equivalents(a) | $ | 4,705 | | | $ | 3,311 | |
Borrowing capacity on unpledged eligible assets | 20,874 | | | 17,537 | |
Borrowing capacity on committed unsecured lines of credit | 498 | | | 298 | |
Borrowing capacity on the Junior Subordinated Revolving Credit Facility | 1,000 | | | 1,000 | |
Borrowing capacity on the GM Revolving 364-Day Credit Facility | 2,000 | | | 2,000 | |
Available liquidity | $ | 29,077 | | | $ | 24,146 | |
_________________
(a)Includes $431 million and $390 million in unrestricted cash outside of the U.S. at September 30, 2020 and December 31, 2019. This cash is considered to be indefinitely invested based on specific plans for reinvestment of these earnings.
At September 30, 2020, our available liquidity increased from December 31, 2019, due to an increase in cash and cash equivalents and available borrowing capacity on secured revolving credit facilities resulting from the issuance of securitization transactions, unsecured debt and preferred stock. We generally target liquidity levels to support at least six months of our expected net cash outflows, including new originations, without access to new debt financing transactions or other capital markets activity. At September 30, 2020, available liquidity exceeded our liquidity targets.
Our Support Agreement with GM provides that GM will use commercially reasonable efforts to ensure that we will continue to be designated as a subsidiary borrower under GM's unsecured revolving credit facilities. We have access, subject to available capacity, to $14.5 billion of GM's unsecured revolving credit facilities consisting of a three-year, $4.0 billion facility and a five-year, $10.5 billion facility. We also have exclusive access to GM's 364-day $2.0 billion facility (the GM Revolving 364-Day Credit Facility). At September 30, 2020 and December 31, 2019, we had no borrowings outstanding under any of these facilities. At September 30, 2020, GM had $0.2 billion in borrowings outstanding on the three-year, $4.0 billion facility and $10.5 billion in borrowings outstanding on the five-year, $10.5 billion facility. In October 2020, GM repaid $3.9 billion of the five-year, $10.5 billion facility.
In April 2020, GM renewed the $2.0 billion GM Revolving 364-Day Credit Facility for an additional 364-day term and extended $3.6 billion of the three-year, $4.0 billion facility for an additional year expiring in April 2022. The remaining portion will expire in April 2021, unless extended.
| | | | | | | | | | | | | | | | | |
Cash Flow | Nine Months Ended September 30, | | 2020 vs. 2019 |
| 2020 | | 2019 | |
Net cash provided by operating activities | $ | 6,000 | | | $ | 6,304 | | | $ | (304) | |
Net cash used in investing activities | $ | (5,041) | | | $ | (5,274) | | | $ | 233 | |
Net cash used in financing activities | $ | (370) | | | $ | (2,475) | | | $ | 2,105 | |
During the nine months ended September 30, 2020, net cash provided by operating activities decreased primarily due to a decrease in leased vehicle income of $0.3 billion and derivative collateral posting activities of $0.2 billion, partially offset by a decrease in interest paid of $0.3 billion.
During the nine months ended September 30, 2020, net cash used in investing activities decreased primarily due to a decrease in net funding of commercial finance receivables of $4.0 billion and a decrease in purchases of leased vehicles of $2.0 billion, partially offset by decreased collections and recoveries on retail finance receivables of $3.2 billion due to lower loan prepayment activity and an increase in purchases of retail finance receivables of $2.6 billion.
GENERAL MOTORS FINANCIAL COMPANY, INC.
During the nine months ended September 30, 2020, net cash used in financing activities decreased primarily due to an increase in borrowings of $17.6 billion and issuance of preferred stock of $0.5 billion partially offset by an increase in debt repayments of $15.1 billion and an increase in dividend payments of $0.8 billion.
Credit Facilities In the normal course of business, in addition to using our available cash, we fund our operations by borrowing under our credit facilities, which may be secured and/or structured as securitizations, or may be unsecured. We repay these borrowings as appropriate under our liquidity management strategy.
At September 30, 2020, credit facilities consist of the following:
| | | | | | | | | | | | | | |
Facility Type | | Facility Amount | | Advances Outstanding |
Revolving retail asset-secured facilities(a) | | $ | 21,884 | | | $ | 2,048 | |
Revolving commercial asset-secured facilities(b) | | 4,049 | | | — | |
Total secured | | 25,933 | | | 2,048 | |
Unsecured committed facilities | | 511 | | | 13 | |
Unsecured uncommitted facilities(c) | | 1,404 | | | 1,404 | |
Total unsecured | | 1,915 | | | 1,417 | |
Junior Subordinated Revolving Credit Facility | | 1,000 | | | — | |
GM Revolving 364-Day Credit Facility | | 2,000 | | | — | |
Total | | $ | 30,848 | | | $ | 3,465 | |
_________________
(a)Includes committed and uncommitted revolving credit facilities backed by retail finance receivables and leases. The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. We had $46 million in advances outstanding and $518 million in unused borrowing capacity on these facilities at September 30, 2020.
(b)Includes revolving credit facilities backed by loans to dealers for floorplan financing.
(c)The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. We had $1.3 billion in unused borrowing capacity on these facilities at September 30, 2020.
Refer to Note 7 to our condensed consolidated financial statements for further discussion. Securitization Notes Payable We periodically finance our retail and commercial finance receivables and leases through public and private term securitization transactions, where the securitization markets are sufficiently developed. A summary of securitization notes payable is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Year of Transaction | | Maturity Date (a) | | Original Note Issuance (b) | | Note Balance At September 30, 2020 |
2016 | | February 2022 | - | September 2024 | | $ | 6,600 | | | $ | 722 | |
2017 | | November 2022 | - | May 2025 | | $ | 9,694 | | | 2,044 | |
2018 | | April 2022 | - | September 2026 | | $ | 19,985 | | | 6,835 | |
2019 | | April 2022 | - | July 2027 | | $ | 16,404 | | | 9,324 | |
2020 | | September 2021 | - | June 2028 | | $ | 16,622 | | | 14,758 | |
Total active securitizations | | | | | | | | 33,683 | |
Debt issuance costs | | | | | | | | (60) | |
Total | | | | | | | | $ | 33,623 | |
_________________
(a)Maturity dates represent legal final maturity of issued notes. The notes are expected to be paid based on amortization of the finance receivables and leases pledged.
(b)At historical foreign currency exchange rates at the time of issuance.
Our securitizations utilize SPEs which are also VIEs that meet the requirements to be consolidated in our financial statements. Refer to Note 8 to our condensed consolidated financial statements for further discussion. Unsecured Debt We periodically access the unsecured debt capital markets through the issuance of senior unsecured notes. At September 30, 2020, the aggregate principal amount of our outstanding unsecured senior notes was $47.4 billion.
GENERAL MOTORS FINANCIAL COMPANY, INC.
We issue other unsecured debt through commercial paper offerings and other bank and non-bank funding sources. At September 30, 2020, we had $3.8 billion of this type of unsecured debt outstanding, of which $2.0 billion was issued under the U.S. commercial paper program.
Support Agreement At September 30, 2020 and December 31, 2019, our earning assets leverage ratio calculated in accordance with the terms of the Support Agreement was 8.38x and 8.30x, and the applicable leverage ratio threshold was 11.50x. The increase in the earning assets leverage ratio is primarily due to decreased shareholders' equity as a result of a $643 million adoption impact of ASU 2016-13, an $800 million dividend on our common stock paid to GM, and a $445 million impact of foreign currency translation adjustments and unrealized losses on cash flow hedges included in other comprehensive loss; largely offset by $1.2 billion in net income and a $492 million issuance of Series C Preferred Stock.
Contractual Obligations The following table presents the expected scheduled principal and interest payments under our contractual debt and lease obligations:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ending December 31, |
| 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter | | Total |
Operating Leases | $ | 7 | | | $ | 28 | | | $ | 27 | | | $ | 24 | | | $ | 23 | | | $ | 21 | | | $ | 65 | | | $ | 195 | |
Secured debt | 4,986 | | | 16,742 | | | 8,957 | | | 3,417 | | | 1,630 | | | 1 | | | — | | | 35,733 | |
Unsecured debt | 5,583 | | | 11,093 | | | 8,241 | | | 8,838 | | | 5,336 | | | 6,306 | | | 7,233 | | | 52,630 | |
Interest payments(a) | 623 | | | 1,953 | | | 1,308 | | | 942 | | | 597 | | | 349 | | | 443 | | | 6,215 | |
Total | $ | 11,199 | | | $ | 29,816 | | | $ | 18,533 | | | $ | 13,221 | | | $ | 7,586 | | | $ | 6,677 | | | $ | 7,741 | | | $ | 94,773 | |
_________________
(a)Interest payments were determined using the interest rate in effect at September 30, 2020 for floating rate debt and the contractual rates for fixed-rate debt.
Asset and Liability Profile We define our asset and liability profile as the cumulative maturities of our finance receivables, investment in operating leases net of accumulated depreciation, cash and cash equivalents and other assets less our cumulative debt maturities. We manage our balance sheet so that asset maturities will exceed debt maturities each year. The following chart presents our cumulative maturities for assets and debt at September 30, 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | 2021 | | 2022 | | 2023 & Thereafter |
Encumbered assets | $ | 6,709 | | | $ | 29,236 | | | $ | 41,288 | | | $ | 48,081 | |
Unencumbered assets | 13,501 | | | 27,933 | | | 43,549 | | | 61,130 | |
Total assets | 20,210 | | | 57,169 | | | 84,837 | | | 109,211 | |
| | | | | | | |
Secured debt | 4,986 | | | 21,728 | | | 30,685 | | | 35,733 | |
Unsecured debt | 5,583 | | | 16,676 | | | 24,917 | | | 52,630 | |
Total debt(a) | 10,569 | | | 38,404 | | | 55,602 | | | 88,363 | |
Net excess liquidity | $ | 9,641 | | | $ | 18,765 | | | $ | 29,235 | | | $ | 20,848 | |
_________________
(a)Excludes unamortized debt premium/(discount), unamortized debt issuance costs, and fair value adjustments.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Forward-Looking Statements
This report contains several "forward-looking statements." Forward-looking statements are those that use words such as "believe," "expect," "intend," "plan," "may," "likely," "should," "estimate," "continue," "future" or "anticipate" and other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are detailed from time to time in our filings and reports with the SEC, including our 2019 Form 10-K. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to, and do not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.
The following factors are among those that may cause actual results to differ materially from historical results or from the forward-looking statements:
•the length and severity of the COVID-19 pandemic (see Item 1A, Risk Factors);
•GM's ability to sell new vehicles that we finance in the markets we serve;
•dealers' effectiveness in marketing our financial products to consumers;
•the viability of GM-franchised dealers that are commercial loan customers;
•the sufficiency, availability and cost of sources of financing, including credit facilities, securitization programs and secured and unsecured debt issuances;
•the adequacy of our underwriting criteria for loans and leases and the level of net charge-offs, delinquencies and prepayments on the loans and leases we purchase or originate;
•our ability to effectively manage capital or liquidity consistent with evolving business or operational needs, risk management standards and regulatory or supervisory requirements;
•the adequacy of our allowance for loan losses on our finance receivables;
•our ability to maintain and expand our market share due to competition in the automotive finance industry from a large number of banks, credit unions, independent finance companies and other captive automotive finance subsidiaries;
•changes in the automotive industry that result in a change in demand for vehicles and related vehicle financing;
•the effect, interpretation or application of new or existing laws, regulations, court decisions and accounting pronouncements;
•adverse determinations with respect to the application of existing laws, or the results of any audits from tax authorities, as well as changes in tax laws and regulations, supervision, enforcement and licensing across various jurisdictions;
•the prices at which used vehicles are sold in the wholesale auction markets;
•vehicle return rates, our ability to estimate residual value at the inception of a lease and the residual value performance on vehicles we lease;
•interest rate fluctuations and certain related derivatives exposure;
•our joint ventures in China, which we cannot operate solely for our benefit and over which we have limited control;
•changes in the determination of LIBOR and other benchmark rates;
•our ability to secure private customer and employee data or our proprietary information, manage risks related to security breaches and other disruptions to our networks and systems and comply with enterprise data regulations in all key market regions;
•foreign currency exchange rate fluctuations and other risks applicable to our operations outside of the U.S.; and
•changes in local, regional, national or international economic, social or political conditions.
If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.
We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors, except where we are expressly required to do so by law.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Additional Information
Our internet website is www.gmfinancial.com. Our website contains detailed information about us and our subsidiaries. Our Investor Center website at https://investor.gmfinancial.com contains a significant amount of information about our Company, including financial and other information for investors. We encourage investors to visit our website, as we frequently update and post new information about our Company on our website, and it is possible that this information could be deemed to be material information. Our website and information included in or linked to our website are not part of this Quarterly Report on Form 10-Q.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports, are available free of charge on our website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports can also be found on the SEC website at www.sec.gov.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our exposure to market risk since December 31, 2019. Refer to Item 7A. - "Quantitative and Qualitative Disclosures About Market Risk" in our 2019 Form 10-K.
Item 4. Controls and Procedures
Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer (CEO) and principal financial officer (CFO), as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at September 30, 2020. Based on this evaluation required by paragraph (b) of Rules 13a-15 and 15d-15, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2020.
Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, due to the COVID-19 global pandemic, we are monitoring our control environment to ensure that any changes as a result of physical distancing are addressed and any increased risks are mitigated. For additional information refer to Item 1A. Risk Factors.
PART II
Item 1. Legal Proceedings
Refer to Note 10 to our condensed consolidated financial statements for information relating to certain legal proceedings.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Item 1A. Risk Factors
The COVID-19 pandemic has adversely affected, and will continue to adversely affect, our business, financial condition, liquidity and results of operations.
The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity, and caused significant economic volatility in the United States and international capital markets. Our business has been affected in various ways, as discussed below, including in our operations, and we cannot predict the length and severity of the pandemic or its effects on us. The United States has recently experienced a resurgence of COVID-19 cases, which if such resurgence continues, could exacerbate the risks discussed below.
Among other things, the COVID-19 pandemic has resulted in the closure of many businesses and a significant increase in unemployment in the United States. As a result of the foregoing, a significant percentage of our retail customers may be unable to make payments on their retail loans and leases, which may result in significant delinquencies and losses.
We are exposed to risk of loss on the sale of returned leased vehicles when the proceeds from the sale of vehicles are less than the residual values estimated at lease inception. If used vehicle prices weaken compared to our estimates, we may record losses on sales of off-lease vehicles due to higher net book values and/or increase depreciation expense in future quarters, either of which would adversely affect our financial results.
In an effort to assist our customers impacted by the COVID-19 pandemic, beginning in early March of this year, we worked with our retail customers and dealers on an individual basis to provide relief programs. These programs may negatively impact our results of operations and liquidity in the near term and, if not effective in mitigating the economic impacts of the COVID-19 pandemic on our customers, may adversely affect our business and results of operations more substantially over a longer period of time.
Certain governmental authorities, including the United States federal, state or local governments have enacted laws, regulations, executive orders or other guidance that allow customers to forego making scheduled payments for some period of time or require modification to our retail loans and leases, and some states have enacted executive orders that preclude creditors from exercising certain rights or taking certain actions with respect to our retail loan and leases, including repossession or liquidation of vehicles. These programs, if expanded or extended, could negatively impact our results of operations and cash flows.
In addition, we have enacted necessary health and safety measures that allow substantially all of our employees to work remotely. An extended period of remote work arrangements could introduce operational risk, including cybersecurity risks.
The extent to which the COVID-19 pandemic impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 pandemic and its recent resurgence and the actions taken to contain it or treat its impact. We cannot predict how legal and regulatory responses to the pandemic and related economic problems will affect our business or that of GM.
GENERAL MOTORS FINANCIAL COMPANY, INC.
Item 6. Exhibits
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| | Thirty–Ninth Supplemental Indenture, dated August 20, 2020, between General Motors Financial Company, Inc. and Wells Fargo Bank, National Association, as trustee, with respect to the 1.700% Senior Notes due 2023 and 2.700% Senior Notes due 2027, incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K, filed on August 20, 2020. | | Incorporated by Reference |
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| | | | Filed Herewith |
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101 | | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements | | Filed Herewith |
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104 | | The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, formatted as Inline XBRL and contained in Exhibit 101 | | Filed Herewith |
GENERAL MOTORS FINANCIAL COMPANY, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | | General Motors Financial Company, Inc. |
| | | | | (Registrant) |
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Date: | November 5, 2020 | | By: | | /S/ SUSAN B. SHEFFIELD |
| | | | | Susan B. Sheffield |
| | | | | Executive Vice President and |
| | | | | Chief Financial Officer |