

(In millions)	As of December 31, 2019
	Principal Outstanding		Unamortized Debt Issuance Costs			Unamortized Discount			Carrying Amount
Revolving secured line of credit (1)	$	—	$	—		$	—		$	—
Secured financing (2)	3,355.6		(15.9		)	—			3,339.7
Senior notes	1,201.8		(13.2		)	(0.8		)	1,187.8
Mortgage note	11.3		—			—			11.3
Total debt	$	4,568.7	$	(29.1	)	$	(0.8	)	$	4,538.8

(In millions)	As of December 31, 2018
	Principal Outstanding		Unamortized Debt Issuance Costs			Unamortized Discount			Carrying Amount
Revolving secured line of credit (1)	$	171.9	$	—		$	—		$	171.9
Secured financing (2)	3,108.7		(16.0		)	—			3,092.7
Senior notes	550.0		(4.5		)	(1.1		)	544.4
Mortgage note	11.9		—			—			11.9
Total debt	$	3,842.5	$	(20.5	)	$	(1.1	)	$	3,820.9

(Dollars in millions)

Financings

Wholly-owned Subsidiary

Maturity Date

Financing Amount

Interest Rate as of December 31, 2019

Revolving Secured
Line of Credit

n/a

06/22/22

340.0

At our option, either LIBOR plus 187.5 basis points or the prime rate plus 87.5 basis points

Warehouse Facility II (1)

CAC Warehouse Funding Corp. II

07/12/22

(2)

400.0

LIBOR plus 175 basis points (3)

Warehouse Facility IV (1)

CAC Warehouse Funding LLC IV

07/26/22

(2)

300.0

LIBOR plus 200 basis points (3)

Warehouse Facility V (1)

CAC Warehouse Funding LLC V

08/17/21

(4)

100.0

LIBOR plus 190 basis points (3)

Warehouse Facility VI (1)

CAC Warehouse Funding LLC VI

09/30/22

(2)

75.0

LIBOR plus 200 basis points

Warehouse Facility VII (1)

CAC Warehouse Funding LLC VII

12/16/21

(5)

150.0

Commercial paper rate plus 200 basis points (3)

Warehouse Facility VIII (1)

CAC Warehouse Funding LLC VIII

07/26/22

(2)

200.0

LIBOR plus 190 basis points (3)

Term ABS 2016-3 (1)

Credit Acceptance Funding LLC 2016-3

10/15/18

(2)

350.0

Fixed rate

Term ABS 2017-1 (1)

Credit Acceptance Funding LLC 2017-1

02/15/19

(2)

350.0

Fixed rate

Term ABS 2017-2 (1)

Credit Acceptance Funding LLC 2017-2

06/17/19

(2)

450.0

Fixed rate

Term ABS 2017-3 (1)

Credit Acceptance Funding LLC 2017-3

10/15/19

(2)

350.0

Fixed rate

Term ABS 2018-1 (1)

Credit Acceptance Funding LLC 2018-1

02/17/20

(2)

500.0

Fixed rate

Term ABS 2018-2 (1)

Credit Acceptance Funding LLC 2018-2

05/15/20

(2)

450.0

Fixed rate

Term ABS 2018-3 (1)

Credit Acceptance Funding LLC 2018-3

08/17/20

(2)

398.3

Fixed rate

Term ABS 2019-1 (1)

Credit Acceptance Funding LLC 2019-1

02/15/21

(2)

402.5

Fixed rate

Term ABS 2019-2 (1)

Credit Acceptance Funding LLC 2019-2

08/15/22

(6)

500.0

Fixed rate

Term ABS 2019-3 (1)

Credit Acceptance Funding LLC 2019-3

11/15/21

(2)

351.7

Fixed rate

2021 Senior Notes

n/a

02/15/21

(7)

151.8

Fixed rate

2023 Senior Notes

n/a

03/15/23

(7)

250.0

Fixed rate

2024 Senior Notes

n/a

12/31/24

400.0

Fixed rate

2026 Senior Notes

n/a

03/15/26

400.0

Fixed rate

Mortgage Note

Chapter 4 Properties, LLC

08/06/23

12.0

LIBOR plus 150 basis points



(In millions)	For the Years Ended December 31,
	2019		2018
Revolving Secured Line of Credit
Maximum outstanding principal balance	$	282.9	$	265.4
Average outstanding principal balance	77.2		40.6
Warehouse Facility II
Maximum outstanding principal balance	$	201.0	$	201.0
Average outstanding principal balance	78.0		3.3
Warehouse Facility IV
Maximum outstanding principal balance	$	100.0	$	99.0
Average outstanding principal balance	1.1		0.5
Warehouse Facility V
Maximum outstanding principal balance	$	35.0	$	99.0
Average outstanding principal balance	0.9		1.1
Warehouse Facility VI
Maximum outstanding principal balance	$	—	$	75.0
Average outstanding principal balance	—		0.4
Warehouse Facility VII
Maximum outstanding principal balance	$	101.5	$	150.0
Average outstanding principal balance	7.1		7.8
Warehouse Facility VIII
Maximum outstanding principal balance	$	145.3	$	—
Average outstanding principal balance	7.2		—



(Dollars in millions)	As of December 31,
	2019			2018
Revolving Secured Line of Credit
Principal balance outstanding	$	—		$	171.9
Amount available for borrowing (1)	340.0			178.1
Interest rate	—		%	4.38		%
Warehouse Facility II
Principal balance outstanding	$	—		$	—
Amount available for borrowing (1)	400.0			400.0
Loans pledged as collateral	—			—
Restricted cash and cash equivalents pledged as collateral	1.0			1.0
Interest rate	—		%	—		%
Warehouse Facility IV
Principal balance outstanding	$	—		$	—
Amount available for borrowing (1)	300.0			250.0
Loans pledged as collateral	—			—
Restricted cash and cash equivalents pledged as collateral	1.0			1.0
Interest rate	—		%	—		%
Warehouse Facility V
Principal balance outstanding	$	—		$	—
Amount available for borrowing (1)	100.0			100.0
Loans pledged as collateral	—			—
Restricted cash and cash equivalents pledged as collateral	1.0			1.0
Interest rate	—		%	—		%
Warehouse Facility VI
Principal balance outstanding	$	—		$	—
Amount available for borrowing (1)	75.0			75.0
Loans pledged as collateral	—			—
Restricted cash and cash equivalents pledged as collateral	—			0.1
Interest rate	—		%	—		%
Warehouse Facility VII
Principal balance outstanding	$	—		$	—
Amount available for borrowing (1)	150.0			150.0
Loans pledged as collateral	—			—
Restricted cash and cash equivalents pledged as collateral	1.0			1.0
Interest rate	—		%	—		%
Warehouse Facility VIII
Principal balance outstanding	$	—		$	—
Amount available for borrowing (1)	200.0			—
Loans pledged as collateral	—			—
Restricted cash and cash equivalents pledged as collateral	—			—
Interest rate	—		%	—		%
Term ABS 2016-1
Principal balance outstanding	$	—		$	125.3
Loans pledged as collateral	—			320.8
Restricted cash and cash equivalents pledged as collateral	—			29.6
Interest rate	—		%	4.41		%
Term ABS 2016-2
Principal balance outstanding	$	—		$	184.5
Loans pledged as collateral	—			335.0
Restricted cash and cash equivalents pledged as collateral	—			28.3
Interest rate	—		%	3.20		%



Term ABS 2016-3
Principal balance outstanding	$	51.8		$	300.6
Loans pledged as collateral	219.5			392.7
Restricted cash and cash equivalents pledged as collateral	23.5			30.7
Interest rate	3.60		%	2.59		%
Term ABS 2017-1
Principal balance outstanding	$	120.9		$	350.0
Loans pledged as collateral	292.8			429.8
Restricted cash and cash equivalents pledged as collateral	26.1			30.9
Interest rate	3.19		%	2.78		%
Term ABS 2017-2
Principal balance outstanding	$	277.2		$	450.0
Loans pledged as collateral	426.7			548.4
Restricted cash and cash equivalents pledged as collateral	35.1			39.4
Interest rate	2.83		%	2.72		%
Term ABS 2017-3
Principal balance outstanding	$	303.2		$	350.0
Loans pledged as collateral	393.0			426.1
Restricted cash and cash equivalents pledged as collateral	29.3			28.6
Interest rate	2.91		%	2.88		%
Term ABS 2018-1
Principal balance outstanding	$	500.0		$	500.0
Loans pledged as collateral	609.5			614.5
Restricted cash and cash equivalents pledged as collateral	43.8			41.8
Interest rate	3.24		%	3.24		%
Term ABS 2018-2
Principal balance outstanding	$	450.0		$	450.0
Loans pledged as collateral	550.4			552.2
Restricted cash and cash equivalents pledged as collateral	37.6			36.3
Interest rate	3.68		%	3.68		%
Term ABS 2018-3
Principal balance outstanding	$	398.3		$	398.3
Loans pledged as collateral	487.7			578.8
Restricted cash and cash equivalents pledged as collateral	32.3			33.6
Interest rate	3.72		%	3.72		%
Term ABS 2019-1
Principal balance outstanding	$	402.5		$	—
Loans pledged as collateral	490.2			—
Restricted cash and cash equivalents pledged as collateral	31.9			—
Interest rate	3.53		%	—		%
Term ABS 2019-2
Principal balance outstanding	$	500.0		$	—
Loans pledged as collateral	628.5			—
Restricted cash and cash equivalents pledged as collateral	38.6			—
Interest rate	3.13		%	—		%
Term ABS 2019-3
Principal balance outstanding	$	351.7		$	—
Loans pledged as collateral	428.6			—
Restricted cash and cash equivalents pledged as collateral	27.2			—
Interest rate	2.56		%	—		%



2021 Senior Notes
Principal balance outstanding	$	151.8		$	300.0
Interest rate	6.125		%	6.125		%
2023 Senior Notes
Principal balance outstanding	$	250.0		$	250.0
Interest rate	7.375		%	7.375		%
2024 Senior Notes
Principal balance outstanding	$	400.0		$	—
Interest rate	5.125		%	—		%
2026 Senior Notes
Principal balance outstanding	$	400.0		$	—
Interest rate	6.625		%	—		%
Mortgage Note
Principal balance outstanding	$	11.3		$	11.9
Interest rate	3.21		%	3.85		%

We have a $340.0 million revolving secured line of credit facility with a commercial bank syndicate. Borrowings under the revolving secured line of credit facility, including any letters of credit issued under the facility, are subject to a borrowing-base limitation. This limitation equals 80% of the value of Loans, as defined in the agreement, less a hedging reserve (not exceeding $1.0 million), and the amount of other debt secured by the collateral which secures the revolving secured line of credit facility. Borrowings under the revolving secured line of credit facility agreement are secured by a lien on most of our assets.

We have six Warehouse facilities with total borrowing capacity of $1,225.0 million. Each of the facilities is with a different lender or group of lenders. Under each Warehouse facility, we can contribute Loans to our wholly-owned subsidiaries in return for cash and equity in each subsidiary. In turn, each subsidiary pledges the Loans as collateral to lenders to secure financing that will fund the cash portion of the purchase price of the Loans. The financing provided to each subsidiary under the applicable facility is generally limited to the lesser of 80% of the value of the contributed Loans, as defined in the agreements, plus the restricted cash and cash equivalents pledged as collateral on such Loans or the facility limit.

The subsidiaries pay us a monthly servicing fee equal to 6% of the collections received with respect to the contributed Loans. The servicing fee is paid out of the collections. Except for the servicing fee and holdback payments due to Dealers, if a facility is amortizing, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees and other related costs have been paid in full. If a facility is not amortizing, the applicable subsidiary may be entitled to retain a portion of such collections provided that the borrowing base requirements of the facility are satisfied.

We have wholly-owned subsidiaries (the “Funding LLCs”) that have completed secured financing transactions with qualified institutional investors or lenders. In connection with these transactions, we contributed Loans on an arms-length basis to each Funding LLC for cash and the sole membership interest in that Funding LLC. In turn, each Funding LLC, other than that of Term ABS 2019-2, contributed the Loans to a respective trust that issued notes to qualified institutional investors. The Funding LLC for the Term ABS 2019-2 transaction pledged the Loans to a lender. The Term ABS 2016-3, 2017-1, 2017-2, 2017-3, 2018-1, 2018-2, 2018-3, 2019-1 and 2019-3 transactions each consist of three classes of notes.

The financings create indebtedness for which the trusts or Funding LLCs are liable and which is secured by all the assets of each trust or Funding LLC. Such indebtedness is non-recourse to us, even though we are consolidated for financial reporting purposes with the trusts and the Funding LLCs. Because the Funding LLCs are organized as legal entities separate from us, their assets (including the contributed Loans) are not available to our creditors. We receive a monthly servicing fee on each financing equal to 6% of the collections received with respect to the contributed Loans. The fee is paid out of the collections. Except for the servicing fee and Dealer Holdback payments due to Dealers, if a facility is amortizing, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees and other related costs have been paid in full. If a facility is not amortizing, the applicable subsidiary may be entitled to retain a portion of such collections provided that the borrowing base requirements of the facility are satisfied. However, in our capacity as servicer of the Loans, we do have a limited right to exercise a “clean-up call” option to purchase Loans from the Funding LLCs and/or the trusts under certain specified circumstances. For those Funding LLCs with a trust, when the trust’s underlying indebtedness is paid in full, either through collections or through a prepayment of the indebtedness, the trust is to pay any remaining collections over to its Funding LLC as the sole beneficiary of the trust. For all Funding LLCs, after the indebtedness is paid in full, any remaining collections will ultimately be available to be distributed to us as the sole member of the respective Funding LLC.



(Dollars in millions)
Term ABS Financings	Close Date	Net Book Value of Loans Contributed at Closing		Revolving Period
Term ABS 2016-3	October 27, 2016	$	437.8	Through October 15, 2018
Term ABS 2017-1	February 23, 2017	437.8		Through February 15, 2019
Term ABS 2017-2	June 29, 2017	563.2		Through June 17, 2019
Term ABS 2017-3	October 26, 2017	437.6		Through October 15, 2019
Term ABS 2018-1	February 22, 2018	625.1		Through February 17, 2020
Term ABS 2018-2	May 24, 2018	562.6		Through May 15, 2020
Term ABS 2018-3	August 23, 2018	500.1		Through August 17, 2020
Term ABS 2019-1	February 21, 2019	503.1		Through February 15, 2021
Term ABS 2019-2	August 28, 2019	625.1		Through August 15, 2022
Term ABS 2019-3	November 21, 2019	439.6		Through November 15, 2021

On December 18, 2019, we issued $400.0 million aggregate principal amount of 5.125% senior notes due 2024 (the “2024 senior notes”). The 2024 senior notes were issued pursuant to an indenture, dated as of December 18, 2019, among the Company, as issuer, the Company’s subsidiaries Buyers Vehicle Protection Plan, Inc. and Vehicle Remarketing Services, Inc., as guarantors (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee.

The 2024 senior notes mature on December 31, 2024 and bear interest at a rate of 5.125% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on June 30 and December 31 of each year, beginning on June 30, 2020. We used a portion of the net proceeds from the 2024 senior notes to repurchase or redeem all of the $300.0 million outstanding principal amount of our 6.125% senior notes due 2021 (the “2021 senior notes”), of which $148.2 million was repurchased on December 18, 2019 and the remaining $151.8 million was redeemed on January 17, 2020. We intend to use the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility and cash on hand to the extent available, to redeem in full the $250.0 million outstanding principal amount of our 7.375% senior notes due 2023 (the “2023 senior notes”) on or around March 15, 2020. During the fourth quarter of 2019, we recognized a pre-tax loss on extinguishment of debt of $1.8 million related to the repurchase of the 2021 senior notes in the fourth quarter of 2019 and the irrevocable notice given in December 2019 for the redemption of the remaining 2021 senior notes in the first quarter of 2020.

The 2026 senior notes mature on March 15, 2026 and bear interest at a rate of 6.625% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2019. We used the net proceeds from the offering of the 2026 senior notes for general corporate purposes, including repayment of outstanding borrowings under our revolving secured line of credit facility.

The 2023 senior notes mature on March 15, 2023 and bear interest at a rate of 7.375% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2015. The 2023 senior notes were issued at a price of 99.266% of their aggregate principal amount, resulting in gross proceeds of $248.2 million, and a yield to maturity of 7.5% per annum. We used the net proceeds from the offering of the 2023 senior notes for general corporate purposes, including repayment of outstanding borrowings under our revolving secured line of credit facility. We intend to use the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility and cash on hand to the extent available, to redeem in full the $250.0 million outstanding principal amount of the 2023 senior notes on or around March 15, 2020.

The 2021 senior notes mature on February 15, 2021 and bear interest at a rate of 6.125% per annum, computed on the basis of a 360-day year composed of twelve 30-day months and payable semi-annually on February 15 and August 15 of each year, beginning on August 15, 2014. We used the net proceeds from the 2021 senior notes, together with borrowings under our revolving credit facilities, to redeem in full the $350.0 million aggregate principal amount of our 9.125% first priority senior secured notes due 2017 (the “2017 senior notes”) on February 21, 2014. During the first quarter of 2014, we recognized a pre-tax loss on extinguishment of debt of $21.8 million related to the redemption of the 2017 senior notes. We used a portion of the net proceeds from the 2024 senior notes to repurchase or redeem all of the $300.0 million outstanding principal amount of the 2021 senior notes, of which $148.2 million was repurchased on December 18, 2019 and the remaining $151.8 million was redeemed on January 17, 2020.

All of the 2021, 2023, 2024 and 2026 senior notes (the "senior notes") are guaranteed on a senior basis by the Guarantors, which are also guarantors of obligations under our revolving secured line of credit facility. Other existing and future subsidiaries of ours may become guarantors of the senior notes in the future. The indentures for the senior notes provide for a guarantor of the senior notes to be released from its obligations under its guarantee of the senior notes under specified circumstances.



(In millions)
Year	Revolving Secured Line of Credit Facility		Warehouse Facilities		Term ABS Financings (1)		Senior Notes		Mortgage Note		Total
2020	$	—	$	—	$	1,376.0	$	151.8	$	0.7	$	1,528.5
2021	—		—		1,017.2		—		0.7		1,017.9
2022	—		—		915.5		—		0.7		916.2
2023	—		—		46.9		250.0		9.2		306.1
2024	—		—		—		400.0		—		400.0
Thereafter	—		—		—		400.0		—		400.0
Total	$	—	$	—	$	3,355.6	$	1,201.8	$	11.3	$	4,568.7

As of December 31, 2019, we were in compliance with our covenants under the revolving secured line of credit facility and our Warehouse facilities, including those that require the maintenance of certain financial ratios and other financial conditions. These covenants require a minimum ratio of (1) our net earnings, adjusted for specified items, before income taxes, depreciation, amortization and fixed charges to (2) our fixed charges. These covenants also limit the maximum ratio of our funded debt less unrestricted cash and cash equivalents to tangible net worth. Additionally, we must maintain consolidated net income of not less than $1 for the two most recently ended fiscal quarters. Some of these covenants may indirectly limit the repurchase of common stock or payment of dividends on common stock. Our Warehouse facilities also contain covenants that measure the performance of the contributed assets.