UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________

FORM 10-Q

(Mark One)



ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2017~~March 31, 2020



o		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)



State of 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 Q No o

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files). Yes Q No o

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	o	Accelerated filer	o	Non-accelerated filer ~~(Do not check if a smaller reporting company)~~	ý	Smaller reporting company	o	Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No Q

As of ~~October 23, 2017,~~May 5, 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 isare owned by General Motors Holdings ~~LLC.~~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



		Page
PART I
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Income ~~and~~(Unaudited)	2
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	2
	Condensed Consolidated Statements of Shareholders' Equity (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	34
	Notes to Condensed Consolidated Financial Statements	45
	Note 1. Summary of Significant Accounting Policies	45
	Note 2. ~~Discontinued Operations~~Related Party Transactions	46
	Note 3. ~~Related Party Transactions~~Finance Receivables	58
	Note 4. ~~Finance Receivables~~Leased Vehicles	710
	Note 5. ~~Leased Vehicles~~Goodwill	1011
	Note 6. Equity in Net Assets of Non-consolidated ~~Affiliate~~Affiliates	1011
	Note 7. Debt	1012
	Note 8. Variable Interest Entities	1113
	Note 9. Derivative Financial Instruments and Hedging Activities	1214
	Note 10. Commitments and Contingencies	1316
	Note 11. Shareholders' Equity	1416
	Note 12. Income Taxes	1417
	Note 13. Segment Reporting	1517
	Note 14. ~~Accumulated Other Comprehensive Loss~~	16
	~~Note 15.~~ Regulatory Capital and ~~other~~Other Regulatory Matters	16
	~~Note 16. Guarantor Condensed Consolidating Financial Statements~~	1718
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2619
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3530
Item 4.	Controls and Procedures	3530
PART II
Item 1.	Legal Proceedings	3630
Item 1A.	Risk Factors	3631
Item 6.	Exhibits	3732
	~~Signature~~Signatures	3833

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(~~Dollars~~ in millions, except per share amounts) ~~(Unaudited)~~(unaudited)


	September 30, 2017			December 31, 2016			March 31, 2020			December 31, 2019
ASSETS
Cash and cash equivalents	$	3,976		$	2,815		$	11,632		$	3,311
Finance receivables, net (Note 4; Note 8 VIEs)	40,864			33,475
Leased vehicles, net (Note 5; Note 8 VIEs)	41,775			34,342
Goodwill	1,201			1,196
Equity in net assets of non-consolidated affiliate (Note 6)	1,119			944
Related party receivables (Note 3)	339			347
Finance receivables, net (Note 3; Note 8 VIEs)							52,820			53,473
Leased vehicles, net (Note 4; Note 8 VIEs)							41,296			42,055
Goodwill (Note 5)							1,168			1,185
Equity in net assets of non-consolidated affiliates (Note 6)							1,437			1,455
Related party receivables (Note 2)							670			678
Other assets (Note 8 VIEs)	4,767			3,695			6,526			7,060
Assets held for sale (Note 2)	12,094			10,951
Total assets	$	106,135		$	87,765		$	115,549		$	109,217
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt (Note 7; Note 8 VIEs)	$	40,775		$	35,087		$	46,170		$	39,959
Unsecured debt (Note 7)	38,263			29,476			50,019			48,979
Deferred income	3,066			2,355			3,480			3,648
Related party payables (Note 3)	253			320
Related party payables (Note 2)							51			82
Other liabilities	2,449			2,141			4,513			3,823
Liabilities held for sale (Note 2)	10,858			9,693
Total liabilities	95,664			79,072			104,233			96,491
Commitments and contingencies (Note 10)
Shareholders' equity
Common stock, $0.0001 par value per share, 10,000,000 shares authorized and 5,050,000 shares issued (Note 11)	—			—
Preferred stock, $0.01 par value per share, 250,000,000 shares authorized and 1,000,000 shares issued (Note 11)	—			—
Shareholders' equity (Note 11)
Common stock, $0.0001 par value per share							—			—
Preferred stock, $0.01 par value per share							—			—
Additional paid-in capital	7,514			6,505			8,110			8,101
Accumulated other comprehensive loss (Note 14)	(935		)	(1,238		)
Accumulated other comprehensive loss							(1,662		)	(1,119		)
Retained earnings	3,892			3,426			4,868			5,744
Total shareholders' equity	10,471			8,693			11,316			12,726
Total liabilities and shareholders' equity	$	106,135		$	87,765		$	115,549		$	109,217

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Inin millions) ~~(Unaudited)~~(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
	2017		2016		2017			2016		2020		2019
Revenue
Finance charge income	$	837	$	721	$	2,401		$	2,110	$	1,006	$	987
Leased vehicle income	2,244		1,582		6,282			4,144		2,463		2,509
Other income	80		57		216			175		92		124
Total revenue	3,161		2,360		8,899			6,429		3,561		3,620
Costs and expenses
Salaries and benefits	224		195		621			536
Other operating expenses	122		132		388			360
Total operating expenses	346		327		1,009			896
Operating expenses										358		370
Leased vehicle expenses	1,670		1,197		4,648			3,148		1,697		1,814
Provision for loan losses	204		167		573			501
Provision for loan losses (Note 3)										466		175
Interest expense	672		511		1,903			1,393		835		947
Total costs and expenses	2,892		2,202		8,133			5,938		3,356		3,306
Equity income (Note 6)	41		36		129			109		25		45
Income from continuing operations before income taxes	310		194		895			600
Income before income taxes										230		359
Income tax provision (Note 12)	124		60		260			185		63		88
Income from continuing operations	186		134		635			415
Income (loss) from discontinued operations, net of tax (Note 2)	16		13		(169		)	85
Net income	$	202	$	147	$	466		$	500	167		271

Less: cumulative dividends on preferred stock										23		23
Net income attributable to common shareholder	$	200	$	147	$	464		$	500	$	144	$	248

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Inin millions) ~~(Unaudited)~~(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Net income $ 202
$ 147
$ 466
$ 500
Other comprehensive income (loss), net of tax
Unrealized loss on cash flow hedges, net of income tax benefit of $2, $1, $10 and $3 (3 ) (1 ) (14 ) (5 )
Defined benefit plans, net of income tax —
—
(1 ) —
Foreign currency translation adjustment, net of income tax expense of $21, $0, $30 and $0 120
(10 ) 318
60
Other comprehensive income (loss), net of tax 117
(11 ) 303
55
Comprehensive income $ 319
$ 136
$ 769
$ 555



	Three Months Ended March 31,
	2020			2019
Net income	$	167		$	271
Other comprehensive (loss) income, net of tax (Note 11)
Unrealized loss on hedges, net of income tax benefit of $39, $5	(117		)	(15		)
Foreign currency translation adjustment	(426		)	57
Other comprehensive (loss) income, net of tax	(543		)	42
Comprehensive (loss) income	$	(376	)	$	313

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~SHAREHOLDERS' EQUITY

(Inin millions) ~~(Unaudited)~~(unaudited)

Nine Months Ended September 30,
2017 2016
Net cash provided by operating activities - continuing operations $ 4,795
$ 3,566
Net cash provided by operating activities - discontinued operations 243
290
Net cash provided by operating activities 5,038
3,856
Cash flows from investing activities
Purchases of retail finance receivables, net (15,267 ) (10,408 )
Principal collections and recoveries on retail finance receivables 9,410
7,368
Net funding of commercial finance receivables (1,557 ) (1,145 )
Purchases of leased vehicles, net (14,809 ) (14,939 )
Proceeds from termination of leased vehicles 4,649
1,799
Other investing activities (65 ) (59 )
Net cash used in investing activities - continuing operations (17,639 ) (17,384 )
Net cash used in investing activities - discontinued operations (468 ) (949 )
Net cash used in investing activities (18,107 ) (18,333 )
Cash flows from financing activities
Net change in debt (original maturities less than three months) (305 ) (301 )
Borrowings and issuance of secured debt 26,731
18,420
Payments on secured debt (20,905 ) (12,525 )
Borrowings and issuance of unsecured debt 12,626
10,358
Payments on unsecured debt (4,375 ) (2,345 )
Debt issuance costs (131 ) (112 )
Proceeds from issuance of preferred stock 985
—
Net cash provided by financing activities - continuing operations 14,626
13,495
Net cash provided by financing activities - discontinued operations 63
601
Net cash provided by financing activities 14,689
14,096
Net increase (decrease) in cash, cash equivalents and restricted cash 1,620
(381 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 112
22
Cash, cash equivalents and restricted cash at beginning of period 5,302
5,002
Cash, cash equivalents and restricted cash at end of period $ 7,034
$ 4,643
Cash, cash equivalents and restricted cash from continuing operations at end of period $ 6,469
$ 3,918
Cash, cash equivalents and restricted cash from discontinued operations at end of period $ 565
$ 725

~~The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet:~~

September 30, 2017
Cash and cash equivalents $ 3,976
Restricted cash included in other assets 2,493
Total $ 6,469



	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

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
Dividends paid (Note 11)	—		—		—		—			(400		)	(400		)
Balance at March 31, 2020	$	—	$	—	$	8,110	$	(1,662	)	$	4,868		$	11,316

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) (unaudited)



	Three Months Ended March 31,
	2020			2019
Cash flows from operating activities
Net cash provided by operating activities	$	2,213		$	2,143
Cash flows from investing activities
Purchases of retail finance receivables, net	(6,435		)	(7,222		)
Principal collections and recoveries on retail finance receivables	4,890			5,990
Net (funding) collections of commercial finance receivables	(505		)	380
Purchases of leased vehicles, net	(3,733		)	(3,747		)
Proceeds from termination of leased vehicles	3,088			3,059
Other investing activities	(15		)	(16		)
Net cash used in investing activities	(2,710		)	(1,556		)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	13			479
Borrowings and issuances of secured debt	16,259			6,530
Payments on secured debt	(9,616		)	(7,789		)
Borrowings and issuances of unsecured debt	3,243			4,544
Payments on unsecured debt	(1,644		)	(2,893		)
Debt issuance costs	(28		)	(34		)
Dividends paid	(445		)	(46		)
Net cash provided by financing activities	7,782			791
Net increase in cash, cash equivalents and restricted cash	7,285			1,378
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(159		)	8
Cash, cash equivalents and restricted cash at beginning of period	7,102			7,443
Cash, cash equivalents and restricted cash at end of period	$	14,228		$	8,829

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet:



	March 31, 2020
Cash and cash equivalents	$	11,632
Restricted cash included in other assets	2,596
Total	$	14,228

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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 financing~~special purpose entities (SPEs) utilized in secured financing transactions, which are considered variable interest entities (VIEs). We consolidate certain operating entities that provide auto finance and financial services, which we do not control through a majority voting interest. We manage these entities and maintain a controlling financial interest in them and are exposed to the risks of ownership through contractual arrangements. The majority voting interests in these entities are indirectly wholly-owned by our parent, General Motors Company (GM). All intercompany ~~transactions~~balances and ~~balances~~transactions have been eliminated in consolidation.

Our operations in Europe are presented as discontinued operations, and the related assets and liabilities are presented as held for sale in our condensed consolidated financial statements for all periods presented. Unless otherwise indicated, information in these notes to the condensed consolidated financial statements relates to continuing operations. Refer to ~~Note 2~~ ~~- "Discontinued Operations" for additional details regarding our planned disposal of these operations.~~

The ~~condensed~~ consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles (GAAP) in the ~~United States of America.~~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 ~~7, 2017 (Form~~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, 2017,~~March 31, 2020, and for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 and ~~2016,~~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.

In August 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" (ASU 2017-12), which simplifies the application of hedge accounting and more closely aligns hedge accounting with companies' risk management strategies thereby making more hedging strategies eligible for hedge accounting. ASU 2017-12 is effective for fiscal years beginning after The condensed consolidated balance sheet at December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. ASU 2017-12 requires a cumulative-effect adjustment for certain items upon adoption. We are currently evaluating the impact the adoption of ASU 2017-12 will have on our consolidated31, 2019 was derived from audited annual financial statements.

Segment Information We are the wholly-owned captive finance subsidiary of ~~GM.~~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. The~~segments: North America (the North America Segment) and International (the International Segment). Our North America Segment includes ~~our~~ operations in the U.S. and Canada. ~~The~~Our International Segment includes ~~our~~ operations in Brazil, Chile, Colombia, Mexico and Peru, as well as our equity ~~investment~~investments in ~~SAIC-GMAC Automotive~~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 ~~Company Limited (SAIC-GMAC),~~Receivables and the Allowance for Loan LossesOur 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 ~~joint venture~~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 ~~conducts auto finance~~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 ~~China.~~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.

~~Note 2. Discontinued Operations~~

~~On March 5, 2017, General Motors Holdings LLC,~~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 ~~wholly-owned subsidiary~~reasonable and supportable forecast period. We determine the expected remaining life of GMthe finance receivables to be a reasonable and ~~our parent, entered into a Master Agreement (the Agreement) with Peugeot S.A. Pursuant~~supportable forecast horizon, primarily due to the Agreement, Peugeot S.A. acquired on July 31, 2017 GM’s Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) and will acquire, together with a financial partner, certainrelatively short weighted average life of our European financial subsidiaries and branches (collectively, our European Operations and, together with Opel/Vauxhall Business, GM's European Business). The transfer of our European Operations is expected to close byretail finance receivables. We determined the ~~end of~~economic factors that have the ~~year subject to the receipt of the necessary regulatory approvals and satisfaction of other closing conditions.~~

The net consideration to be paid for our European Operations will be 0.8 times their book value at closing. Based on exchange rates at September 30, 2017, we estimate the net consideration will be approximately $1.1 billion, and we currently expect to recognize a disposal loss of approximately $500 million, subject to foreign currency fluctuations, which have had a favorablelargest impact on ~~the estimated loss. The purchase price is subject to certain adjustments as provided~~expected losses include unemployment rates, interest rate spreads, disposable personal income, and growth rates in the Agreement. During the nine months ended September 30, 2017, we recognized a portion of the disposal loss in accordance with ASC 360 - "Property, Plant and Equipment." We expect to recognize the remainder of the disposal loss at the closing of the transaction.gross domestic

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

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 ~~following table summarizes~~allowance for TDRs uses static pool modeling techniques, similar to non-TDR retail finance receivables, to determine the ~~assets~~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 ~~liabilities held~~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 ~~sale:~~

September 30, 2017 December 31, 2016
ASSETS
Cash and cash equivalents $ 242
$ 386
Finance receivables, net 11,303
9,715
Related party receivables —
163
Other assets 549
687
Total assets held for sale $ 12,094
$ 10,951
LIABILITIES
Secured debt $ 4,872
$ 4,183
Unsecured debt 5,469
5,130
Related party payables —
80
Other liabilities 517
300
Total liabilities held for sale $ 10,858
$ 9,693
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 LossesOur 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 received 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 ~~following table summarizes~~commercial finance receivables are aggregated into loan-risk pools, which are determined based on our internally-developed risk rating system. Dealer’s 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.

Accounting Standards Not Yet Adopted In March 2020, the ~~results~~Financial Standards Board issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of ~~operations~~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. ASU 2020-04 became effective March 12, 2020 and may be applied prospectively through December 31, 2022. A substantial portion of our indebtedness bears interest at variable interest rates, primarily based on USD-LIBOR. We are currently assessing the ~~discontinued operations:~~impact the discontinuance of LIBOR or another reference rate will have on our contracts, hedging relationships and other transactions that, once completed, will determine the effect of adopting this guidance on our consolidated financial statements.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Total revenue $ 148
$ 138
$ 422
$ 436
Interest expense 24
30
70
112
Other expenses 75
74
231
205
Total costs and expenses 99
104
301
317
Income from discontinued operations before income taxes 49
34
121
119
Loss on sale of discontinued operations before income taxes 38
—
374
—
Income (loss) from discontinued operations before income taxes 11
34
(253 ) 119
Income tax (benefit) provision (5 ) 21
(84 ) 34
Income (loss) from discontinued operations, net of tax $ 16
$ 13
$ (169 ) $ 85

Note 3.2. 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 ~~certain~~ interest payments on certain commercial loans.

~~In March 2017, we executed an agreement to~~We purchase certain program vehicles from ~~Maven Drive LLC (Maven), a wholly-owned subsidiary of GM.~~GM subsidiaries. We simultaneously ~~leased~~lease these vehicles to ~~Maven~~those subsidiaries for use primarily in their ~~ride-sharing~~vehicle-sharing arrangements. We account for these leases as ~~direct-financing~~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.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

We periodically purchase finance receivables from other GM subsidiaries for vehicles sold to rental car companies and for vehicles sold to certain dealerships. During the three months ended March 31, 2020 and 2019, we purchased $219 million and $194 million of these receivables from GM, which are included in our finance receivables, net.

We have related party payables due to GM, primarily for commercial finance receivables originated but not yet funded. ~~These payables typically settle within 30 days.~~

The following tables present related party transactions:

Balance Sheet Data September 30, 2017 December 31, 2016
Commercial finance receivables, net due from dealers consolidated by GM^(a)
$ 349
$ 347
Direct-financing lease receivables from Maven^(a)
$ 96
$ —
Subvention receivable^(b)
$ 338
$ 347
Commercial loan funding payable^(c)
$ 251
$ 320

Three Months Ended September 30, Nine Months Ended September 30,
Income Statement Data 2017 2016 2017 2016
Interest subvention earned on retail finance receivables^(d)
$ 115
$ 90
$ 319
$ 245
Interest subvention earned on commercial finance receivables^(d)
$ 14
$ 13
$ 42
$ 35
Leased vehicle subvention earned^(e)
$ 786
$ 591
$ 2,246
$ 1,588



Balance Sheet Data	March 31, 2020		December 31, 2019
Commercial finance receivables, net due from dealers consolidated by GM^(a)	$	522	$	478
Finance receivables from GM subsidiaries^(a)	$	30	$	39
Subvention receivable^(b)	$	668	$	676
Commercial loan funding payable^(c)	$	38	$	74



	Three Months Ended March 31,
Income Statement Data	2020		2019
Interest subvention earned on retail finance receivables^(d)	$	141	$	131
Interest subvention earned on commercial finance receivables^(d)	$	15	$	17
Leased vehicle subvention earned^(e)	$	805	$	835

_________________


(a)	Included in finance receivables, net.


(b)	Included in related party receivables. We received subvention payments from GM of $1.1 billion ~~and $1.0 billion~~ for both the three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016, and $3.3 billion and $3.2 billion for the nine months ended September 30, 2017 and 2016.~~2019.


(c)	Included in related party payables.


(d)	Included in finance charge income.


(e)	Included as a reduction to leased vehicle expenses.

Under ~~our~~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 and that GM will use commercially reasonable efforts to ensure that we will continue to be designated as a subsidiary borrower of up to $4.0 billion under GM’s corporate revolving credit facilities. We have the ability to borrow up to $1.0 billion under GM's three-year, $4.0 billion unsecured revolving credit facility and $3.0 billion under GM's five-year, $10.5 billion unsecured revolving credit facility, subject to available capacity.outstanding. GM also ~~agreed~~agrees to certain provisions in the Support Agreement intended to ensure that we maintain adequate access to liquidity. Pursuant to these provisions, GM ~~provided~~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 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 March 31, 2020, we had no amounts borrowed under any of the GM facilities. At March 31, 2020, GM had $3.4 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 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. For taxable income we recognize in any period beginning on or after October 1, 2010,~~returns and certain U.S. state returns, and we are obligated to pay GM for our share of ~~the consolidated U.S. federal and certain state~~ tax liabilities. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. At ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016, there are no~~2019, we had related party taxes payable ~~to GM due to our taxable loss position.~~ of $6 million and $4 million for state tax liabilities.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 4.3. Finance Receivables

September 30, 2017 December 31, 2016
Retail finance receivables
Retail finance receivables, collectively evaluated for impairment, net of fees $ 30,147
$ 24,480
Retail finance receivables, individually evaluated for impairment, net of fees 2,170
1,920
Total retail finance receivables, net of fees^(a)
32,317
26,400
Less: allowance for loan losses - collective (571 ) (489 )
Less: allowance for loan losses - specific (328 ) (276 )
Total retail finance receivables, net 31,418
25,635
Commercial finance receivables
Commercial finance receivables, collectively evaluated for impairment, net of fees 9,468
7,853
Commercial finance receivables, individually evaluated for impairment, net of fees 27
27
Total commercial finance receivables, net of fees 9,495
7,880
Less: allowance for loan losses - collective (46 ) (36 )
Less: allowance for loan losses - specific (3 ) (4 )
Total commercial finance receivables, net 9,446
7,840
Total finance receivables, net $ 40,864
$ 33,475
Fair value of finance receivables $ 40,957
$ 33,528



	March 31, 2020			December 31, 2019
Retail finance receivables
Retail finance receivables, net of fees^(a)	$	42,504		$	42,268
Less: allowance for loan losses	(1,879		)	(866		)
Total retail finance receivables, net	40,625			41,402
Commercial finance receivables
Commercial finance receivables, net of fees^(b)	12,282			12,149
Less: allowance for loan losses	(87		)	(78		)
Total commercial finance receivables, net	12,195			12,071
Total finance receivables, net	$	52,820		$	53,473
Fair value utilizing Level 2 inputs	$	12,195		$	12,071
Fair value utilizing Level 3 inputs	$	41,963		$	42,012

________________

(a) Net of unearned income, unamortized premiums and discounts, and deferred fees and costs of ~~$282~~$125 million and ~~$178~~$83 million at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016.~~2019.

~~We estimate the fair value~~(b) Net of ~~retail finance receivables using observable~~dealer cash management balances of $1.2 billion at both March 31, 2020 and ~~unobservable Level 3 inputs within a cash flow model. The inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs~~December 31, 2019.

Rollforward of Allowance for Retail Loan Losses A summary of the ~~loans within~~activity in the ~~portfolio.~~ allowance for retail loan losses is as follows:



	Three Months Ended March 31,
	2020			2019
Allowance for retail loan losses beginning balance	$	866		$	844
Impact of adopting ASU 2016-13 (Note 1)	801			—
Provision for loan losses	456			178
Charge-offs	(340		)	(307		)
Recoveries	156			145
Foreign currency translation	(60		)	2
Allowance for retail loan losses ending balance	$	1,879		$	862

The ~~cash flow model produces an estimated amortization schedule~~provision for loan losses increased primarily due to increased expected charge-offs and decreased expected recoveries as a result of the ~~finance receivables. The projected cash flows are then discounted to derive the fair value~~economic impact of the portfolio. Macroeconomic factors could affect the credit performance of the portfolio and, therefore, could potentially affect the assumptions used in our cash flow model. A substantial majority of our commercial finance receivables have variable interest rates. The carrying amount, a Level 2 input, is considered to be a reasonable estimate of fair value.

Retail Finance Receivables Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Allowance for retail loan losses beginning balance $ 844
$ 790
$ 765
$ 713
Provision for loan losses 204
164
563
497
Charge-offs (286 ) (284 ) (856 ) (826 )
Recoveries 135
128
420
403
Foreign currency translation 2
(2 ) 7
9
Allowance for retail loan losses ending balance $ 899
$ 796
$ 899
$ 796

coronavirus disease 2019 (COVID-19) pandemic.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Retail Credit QualityOur retail finance receivables portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. We use proprietary scoring systems in the underwriting process that measure the credit quality of the receivables using several factors, such as credit bureau information, consumer credit risk scores (e.g. FICO score or its equivalent), and contract characteristics. We also consider other factors, such as employment history, financial stability and capacity to pay. In North America, while we historically focused on consumers with lower than prime credit scores, we have expanded our prime lending programs. A summary of the ~~credit risk profile by FICO score band or equivalent scores, determined at origination,~~amortized cost of the retail finance receivables ~~in North America~~by FICO score or its equivalent, determined at origination, for each vintage of the retail finance receivables portfolio at March 31, 2020 is as follows:


	September 30, 2017				December 31, 2016				Year of Origination
	Amount		Percent		Amount		Percent		2020		2019		2018		2017		2016		2015		Prior		Total		Percent
Prime - FICO Score 680 and greater	$	12,332	45.7	%	$	7,923	36.4	%	$	4,027	$	9,990	$	6,821	$	3,200	$	1,143	$	343	$	15	$	25,539	60.1	%
Near-prime - FICO Score 620 to 679	4,194		15.6		3,468		15.9		902		2,746		1,744		942		402		178		38		6,952		16.3
Sub-prime - FICO Score less than 620	10,443		38.7		10,395		47.7		1,169		3,402		2,165		1,605		957		486		229		10,013		23.6
Balance at end of period	$	26,969	100.0	%	$	21,786	100.0	%
Retail finance receivables, net of fees									$	6,098	$	16,138	$	10,730	$	5,747	$	2,502	$	1,007	$	282	$	42,504	100.0	%

~~In addition, we~~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 ~~such~~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 ~~contractual amounts~~delinquency status of ~~delinquent~~the outstanding amortized cost of retail finance receivables ~~which is not significantly different than~~for each vintage of the ~~recorded investment for such receivables.~~portfolio at March 31, 2020:


	September 30, 2017				September 30, 2016				Year of Origination
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due		2020		2019		2018		2017		2016		2015		Prior		Total		Percent
Current									$	6,078	$	15,716	$	10,312	$	5,412	$	2,277	$	877	$	214	$	40,886	96.2	%

31 - 60 days	$	1,176	3.6	%	$	1,112	4.4	%	19		302		294		241		161		93		47		1,157		2.7
Greater than 60 days	521		1.6		491		1.9		1		113		118		90		62		36		21		441		1.1
Total finance receivables more than 30 days delinquent	1,697		5.2		1,603		6.3
Finance receivables more than 30 days delinquent									20		415		412		331		223		129		68		1,598		3.8
In repossession	55		0.2		57		0.2		—		7		6		4		2		1		—		20		—
Total finance receivables more than 30 days delinquent or in repossession	$	1,752	5.4	%	$	1,660	6.5	%
Finance receivables more than 30 days delinquent or in repossession									20		422		418		335		225		130		68		1,618		3.8
Retail finance receivables, net of fees									$	6,098	$	16,138	$	10,730	$	5,747	$	2,502	$	1,007	$	282	$	42,504	100.0	%

~~At September 30, 2017 and December 31, 2016, the~~The accrual of finance charge income had been suspended on retail finance receivables with contractual amounts due of ~~$797~~$735 million and ~~$798 million.~~$875 million at March 31, 2020 and December 31, 2019.

~~Impaired Retail Finance Receivables -~~ TDRs~~Retail~~The outstanding amortized cost of retail finance receivables that ~~become classified as troubled debt restructurings (TDRs)~~ are ~~separately assessed for impairment. A specific allowance~~considered TDRs was $2.3 billion at March 31, 2020, including $290 million in nonaccrual loans. Additional TDR activity is ~~estimated based on~~presented below:



	Three Months Ended March 31,
	2020		2019		2018
Number of loans classified as TDRs during the period	15,268		16,532		13,336
Outstanding amortized cost of loans classified as TDRs during the period	$	287	$	308	$	251

The unpaid principal balances, net of recoveries, of loans charged off during the ~~present value~~reporting period within 12 months of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. Accounts that become classified as TDRs because of a payment deferral accrue interest at the contractual rate and an additional fee is collected (where permitted) at each time of deferral and recordedbeing modified as a ~~reduction~~TDR were $20 million, $21 million, and $18 million for three months ended March 31, 2020, 2019 and 2018.

Commercial Credit QualityOur commercial finance receivables consist of ~~accrued interest. No interest or fees~~dealer financings, primarily for dealer inventory purchases. Proprietary models are ~~forgiven on~~used to assign a ~~payment deferral~~risk rating to ~~a customer; therefore, there are no additional financial effects~~each dealer. We perform periodic credit reviews of ~~deferred loans becoming classified as TDRs. Accounts in~~each dealership and adjust the U.S. in Chapter 13 bankruptcy would have already been placed on non-accrual; therefore, there are no additional financial effects from these loans becoming classified as TDRs. Finance charge income from loans classified as TDRs is accounted for in the same manner as other accruing loans. Cash collections on these loans are allocated according to the same payment hierarchy methodology applied to loans that are not classified as TDRs.dealership's risk rating, if necessary.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

~~The outstanding recorded investment for retail finance receivables that are considered to be TDRs~~Effective January 1, 2020, we updated our commercial risk model and ~~the related allowance is presented below:~~our risk rating categories as follows:

September 30, 2017 December 31, 2016
Outstanding recorded investment $ 2,170
$ 1,920
Less: allowance for loan losses (328 ) (276 )
Outstanding recorded investment, net of allowance $ 1,842
$ 1,644
Unpaid principal balance $ 2,210
$ 1,967



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.

~~Additional information about loans classified as TDRs is presented below:~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Average outstanding recorded investment $ 2,091
$ 1,785
$ 2,045
$ 1,725
Finance charge income recognized $ 56
$ 55
$ 173
$ 156
Number of loans classified as TDRs during the period 23,015
18,548
56,853
49,327
Recorded investment of loans classified as TDRs during the period $ 407
$ 315
$ 997
$ 846

~~The unpaid principal balance, net of recoveries, of loans that were charged off during the reporting period~~Dealers with III and ~~were within 12 months of being modified as a TDR were insignificant for the three and nine months ended September 30, 2017 and 2016.~~

~~Commercial Finance Receivables~~

~~Commercial Credit Quality~~ ~~Our commercial finance receivables consist of dealer financings, primarily for inventory purchases. A proprietary model is used to assign a~~IV risk ~~rating to each dealer. We perform periodic credit reviews of each dealership and adjust the dealership's risk rating, if necessary. Dealers in Group VI~~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:~~receivables at March 31, 2020.

September 30, 2017 December 31, 2016
Amount Percent Amount Percent
Group I - Dealers with superior financial metrics $ 1,547
16.3 % $ 1,389
17.6 %
Group II - Dealers with strong financial metrics 3,565
37.5
2,661
33.8
Group III - Dealers with fair financial metrics 3,112
32.8
2,775
35.2
Group IV - Dealers with weak financial metrics 931
9.8
631
8.0
Group V - Dealers warranting special mention due to elevated risks 238
2.5
334
4.2
Group VI - Dealers with loans classified as substandard, doubtful or impaired 102
1.1
90
1.2
Balance at end of period $ 9,495
100.0 % $ 7,880
100.0 %



	Year of Origination^(a)
Dealer Risk Rating	Revolving		2020		2019		2018		2017		2016		2015		Prior		Total		Percent
I	$	10,351	$	101	$	253	$	124	$	128	$	118	$	77	$	9	$	11,161	90.9	%
II	632		—		9		12		33		23		13		23		745		6.1
III	325		—		8		10		14		—		1		—		358		2.9
IV	14		—		—		—		—		—		4		—		18		0.1
Balance at end of period	$	11,322	$	101	$	270	$	146	$	175	$	141	$	95	$	32	$	12,282	100.0	%

________________

(a) Floorplan advances comprise 98% of the total revolving balance. Dealer term loans are presented by year of origination.

At ~~September 30, 2017 and December~~March 31, ~~2016,~~2020, substantially all of our commercial finance receivables were current with respect to payment ~~status. Commercial finance receivables on non-accrual~~ status ~~were insignificant,~~ and ~~none were classified as TDRs. Activity~~activity in the allowance for commercial loan losses was insignificant for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020, 2019 and ~~2016.~~2018. Commercial finance receivables classified as TDRs and amounts on non-accrual status were insignificant at March 31, 2020.

Note 4. Leased Vehicles



	March 31, 2020			December 31, 2019
Leased vehicles	$	61,820		$	62,767
Manufacturer subvention	(9,653		)	(9,731		)
Net capitalized cost	52,167			53,036
Less: accumulated depreciation	(10,871		)	(10,981		)
Leased vehicles, net	$	41,296		$	42,055

The following table summarizes minimum rental payments due to us as lessor under operating leases at March 31, 2020:



	Years Ending December 31,
	2020		2021		2022		2023		2024		Total
Lease payments under operating leases	$	4,991	$	4,599	$	2,112	$	252	$	7	$	11,961

910

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 5. ~~Leased Vehicles~~

September 30, 2017 December 31, 2016
Leased vehicles $ 60,112
$ 48,340
Manufacturer subvention (9,265 ) (7,686 )
50,847
40,654
Less: accumulated depreciation (9,072 ) (6,312 )
Leased vehicles, net $ 41,775
$ 34,342
Goodwill

The following table summarizes ~~minimum rental payments due to us as lessor under operating leases:~~the changes in the carrying amounts of goodwill by segment:

Years Ending December 31,
2017 2018 2019 2020 2021
Minimum rental payments under operating leases $ 1,800
$ 6,256
$ 3,861
$ 1,182
$ 110



	Three Months Ended March 31,
	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	(1		)	(16		)	(17		)	—		1		1
Ending balance	$	1,104		$	64		$	1,168		$	1,105	$	82	$	1,187

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 United States and international debt and equity markets. The unprecedented economic and social uncertainty resulting from the COVID-19 outbreak indicated that it was more likely than not that goodwill impairment might exist 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 exists.

The fair value of our North America reporting unit 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 exceeded its carrying amount.

Future goodwill impairment could be recognized should economic uncertainty continue, 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 ~~Affiliate~~Affiliates

We use the equity method to account for our equity interest in ~~SAIC-GMAC, a~~ joint ~~venture that conducts auto finance operations in China.~~ventures. The income of ~~SAIC-GMAC~~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,					Three Months Ended March 31,
Summarized Operating Data^(a)	2017		2016		2017			2016		2020		2019
Finance charge income	$	261	$	229	$	775		$	700	$	359	$	350
Provision for loan losses	$	2	$	7	$	(9	)	$	21
Interest expense	$	83	$	65	$	241		$	192
Income before income taxes	$	157	$	137	$	490		$	411	$	96	$	170
Net income	$	118	$	103	$	368		$	308	$	72	$	127

~~_________________~~


~~(a)~~	~~This data represents that of the entire entity and not our 35% proportionate share.~~

~~There were no dividends received from SAIC-GMAC during the nine months ended September 30, 2017. We received dividends from SAIC-GMAC of $129 million during the nine months ended September 30, 2016.~~ At ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019, we had undistributed earnings of ~~$271~~$624 million and ~~$142~~$615 million related to ~~SAIC-GMAC.~~

~~Note 7. Debt~~

September 30, 2017 December 31, 2016
Carrying Amount Fair Value Carrying Amount Fair Value
Secured debt
Revolving credit facilities $ 4,751
$ 4,769
$ 8,503
$ 8,498
Securitization notes payable 36,024
36,120
26,584
26,664
Total secured debt 40,775
40,889
35,087
35,162
Unsecured debt
Senior notes 34,794
35,927
26,737
27,304
Credit facilities 2,162
2,174
1,961
1,961
Other unsecured debt 1,307
1,310
778
780
Total unsecured debt 38,263
39,411
29,476
30,045
Total secured and unsecured debt $ 79,038
$ 80,300
$ 64,563
$ 65,207
Fair value utilizing Level 2 inputs $ 78,293
$ 62,951
Fair value utilizing Level 3 inputs $ 2,007
$ 2,256

our non-consolidated affiliates.

1011

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The fair value of our debt measured utilizing Level 2 inputs was based on quoted market prices for identical instruments and if unavailable, quoted market prices of similar instruments. For debt with original maturity or revolving period of eighteen months or less par value is considered to be a reasonable estimate of fair value. The fair value of our debt measured utilizing Level 3 inputs was based on the discounted future net cash flows expected to be settled using current risk-adjusted rates.Note 7. Debt



	March 31, 2020				December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt
Revolving credit facilities	$	14,289	$	14,295	$	6,152	$	6,160
Securitization notes payable	31,881		31,778		33,807		34,000
Total secured debt	46,170		46,073		39,959		40,160
Unsecured debt
Senior notes	45,440		40,865		43,679		44,937
Credit facilities	1,970		1,962		1,936		1,936
Other unsecured debt	2,609		2,609		3,364		3,366
Total unsecured debt	50,019		45,436		48,979		50,239
Total secured and unsecured debt	$	96,189	$	91,509	$	88,938	$	90,399
Fair value utilizing Level 2 inputs			$	89,892			$	88,481
Fair value utilizing Level 3 inputs			$	1,617			$	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~~- "Variable Interest Entities"~~ for further ~~discussion.~~information.

The weighted average interest rate on secured debt was 2.59% at March 31, 2020. Issuance costs on the secured debt of $69 million as of March 31, 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~~three months ended ~~September 30, 2017,~~March 31, 2020, we entered into no new credit facilities, orand we renewed maturing credit facilities with ~~a total net additional~~no change in borrowing ~~capacity of $1.7 billion, and~~capacity.

Securitization notes payable at March 31, 2020 are due beginning in 2020 through 2027. During the three months ended March 31, 2020, we issued ~~$18.8~~$4.6 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of ~~2.09%~~1.95% and ~~legal final~~ maturity dates ranging from ~~2019~~2021 to ~~2025.~~2027.

Unsecured Debt

~~Unsecured Debt~~Senior Notes At March 31, 2020, we had $45.0 billion aggregate outstanding in senior notes that mature from 2020 through 2029 and have a weighted average interest rate of 3.33%. Issuance costs on senior notes of $110 million as of March 31, 2020 and $111 million as of December 31, 2019 are amortized to interest expense over the term of the notes.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2020, we issued ~~$10.6~~$2.1 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of ~~2.87%~~2.09% and maturity dates ranging from ~~2019 to 2027.~~2024 through 2028.

All of these notes are guaranteed by AmeriCredit Financial Services, Inc. (AFSI), our primary U.S. operating subsidiary, and $407 million in senior notes issued by subsidiaries in Canada and Mexico are also guaranteed by 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 4.47% at March 31, 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 ~~senior notes~~debt obligations contain covenants including limitations on our ability to incur certain liens. At ~~September 30, 2017,~~March 31, 2020, we were in compliance with ~~our~~these debt covenants.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 8. Variable Interest Entities

~~Securitizations and Credit Facilities~~ The following table summarizes the assets and liabilities related to our consolidated VIEs:



	March 31, 2020		December 31, 2019
Restricted cash^(a)	$	2,457	$	2,643
Finance receivables, net of fees	$	41,063	$	35,392
Lease related assets	$	18,279	$	14,464
Secured debt	$	46,024	$	39,771

September 30, 2017 December 31, 2016
Restricted cash^(a)
$ 2,291
$ 1,780
Finance receivables, net of fees $ 26,451
$ 24,644
Lease related assets $ 23,751
$ 19,341
Secured debt $ 40,188
$ 34,185

_______________

(a) Included in other ~~assets~~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 ~~the condensed consolidated balance sheets.~~

~~These amounts are related to~~ securitization ~~and credit facilities held~~transactions. The debt issued by ~~consolidated VIEs. Our continuing involvement with~~ these VIEs ~~consists of servicing~~is backed by finance receivables and leasing-related assets ~~held by~~transferred to the ~~entities and holding residual interests in the entities.~~VIEs. We ~~have~~ determined that we are the primary beneficiary of ~~each VIE~~the VIEs because ~~we hold both (i)~~our servicing responsibilities give us the power to direct the activities ~~of the VIEs~~ that most significantly impact the ~~VIEs' economic~~ performance of the VIEs and ~~(ii)~~our variable interests in the VIEs give us the obligation to absorb losses ~~from~~ and the right to receive ~~benefits of the VIEs~~residual returns that could potentially be ~~significant~~significant. The assets 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 ~~VIEs.~~exception of customary representation and warranty repurchase provisions and indemnities that we provide as the servicer. We are not required ~~and do not currently intend,~~ to provide any additional financial support to these VIEs. ~~Liabilities recognized as a result of consolidating~~While these VIE subsidiaries are included in our condensed consolidated financial statements, they are separate legal entities ~~generally do~~and their assets are legally owned by them and are not ~~represent claims against us or~~available to our ~~other subsidiaries and assets recognized generally are for the benefit of these entities operations and cannot be used to satisfy our or our other subsidiaries' obligations.~~creditors.

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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, 2017				December 31, 2016				March 31, 2020						December 31, 2019
	Level	Notional		Fair Value		Notional		Fair Value		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
Assets
Fair value hedges
Interest rate swaps	2	$	3,500	$	20	$	—	$	—	$	8,681	$	640	$	—	$	9,458	$	234	$	23
Foreign currency swaps										1,755		—		84		1,796		22		71
Cash flow hedges
Interest rate swaps	2,3	2,561		12		3,070		12		1,090		—		21		590		—		6
Foreign currency swaps	2	1,356		60		—		—		5,091		41		373		4,429		40		119
Total assets^(a)		$	7,417	$	92	$	3,070	$	12
Liabilities
Fair value hedges
Interest rate swaps	2	$	7,860	$	260	$	7,700	$	276
Cash flow hedges
Interest rate swaps	2,3	—		—		500		1
Foreign currency swaps	2	—		—		791		33
Total liabilities^(b)		$	7,860	$	260	$	8,991	$	310
Derivatives not designated as hedges
Assets
Interest rate swaps	2,3	$	33,218	$	123	$	7,959	$	54
Interest rate caps and floors	2	16,810		43		9,698		26
Foreign currency swaps	2	1,182		85		—		—
Total assets^(a)		$	51,210	$	251	$	17,657	$	80
Liabilities
Interest rate swaps	2,3	$	12,823	$	59	$	6,170	$	28
Interest rate caps and floors	2	18,467		43		12,146		26
Foreign currency swaps	2	—		—		—		—
Total liabilities^(b)		$	31,290	$	102	$	18,316	$	54
Interest rate contracts										104,282		843		772		92,400		340		300
Total^(b)										$	120,899	$	1,524	$	1,250	$	108,673	$	636	$	519

_________________


(a)	~~Derivative~~The gross amounts of the fair value of our assets and liabilities are included in other assets ~~in the condensed consolidated balance sheets.~~

~~(b)~~

~~Derivative liabilities are included in~~and other liabilities, ~~in the condensed consolidated balance sheets.~~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 March 31, 2020 and December 31, 2019, the fair value of assets ~~in the condensed consolidated balance sheets.~~and liabilities available for offset was $685 million and $302 million. At March 31, 2020 and December 31, 2019, we held $668 million and $210 million of collateral from counterparties that is available for netting against our asset positions. At March 31, 2020 and December 31, 2019, we posted $270 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)
	March 31, 2020		December 31, 2019		March 31, 2020			December 31, 2019
Unsecured debt	$	22,082	$	20,397	$	(539	)	$	(77	)

_________________


(a)	Includes $9 million and $69 million at March 31, 2020 and December 31, 2019 of amortization remaining on hedged items for which hedge accounting has been discontinued.

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. The fair value for Level 3 instruments was derived using the income approach based on a discounted cash flow model, in which expected cash flows are discounted using current risk-adjusted rates. The activity for interest rate swap agreements measured at fair value on a recurring basis using significant unobservable inputs (Level 3) was insignificant for the three and nine months ended September 30, 2017 and 2016.

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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:

Income (Losses) Recognized In Income
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Fair value hedges
Interest rate contracts^(a)(b)
$ 9
$ 6
$ 38
$ 26
Cash flow hedges
Interest rate contracts^(a)
2
(1 ) 1
(2 )
Foreign currency contracts^(c)
44
(1 ) 99
(1 )
Derivatives not designated as hedges
Interest rate contracts^(a)
16
4
7
7
Foreign currency contracts^(c)(d)
37
—
72
—
Total $ 108
$ 8
$ 217
$ 30



	Three Months Ended March 31,
	2020						2019
	Interest Expense^(a)			Operating Expenses^(b)			Interest Expense^(a)			Operating Expenses^(b)
Fair value hedges
Hedged items - interest rate swaps	$	(503	)	$	—		$	(210	)	$	—
Interest rate swaps	431			—			181			—
Hedged items - foreign currency swaps	—			40			—			32
Foreign currency swaps	(12		)	(39		)	(16		)	(31		)
Cash flow hedges
Interest rate swaps	(1		)	—			3			—
Foreign currency swaps	(29		)	(106		)	(18		)	(33		)
Derivatives not designated as hedges
Interest rate contracts	52			—			(5		)	—
Total (losses) income recognized	$	(62	)	$	(105	)	$	(65	)	$	(32	)

_________________


(a)	~~Recognized~~Total interest expense was $835 million and $947 million for the three months ended March 31, 2020 and 2019.


(b)	Activity is offset by translation activity also recorded in ~~earnings as~~operating expenses related to foreign currency-denominated loans. Total operating expenses were $358 million and $370 million for the three months ended March 31, 2020 and 2019.

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 March 31,
	2020			2019
Fair value hedges
Foreign currency swaps	$	(5	)	$	(11	)
Cash flow hedges
Interest rate swaps	(6		)	—
Foreign currency swaps	(219		)	(52		)
Total	$	(230	)	$	(63	)



	(Gains) Losses Reclassified From Accumulated Other Comprehensive Loss Into Income^(a)(b)
	Three Months Ended March 31,
	2020		2019
Fair value hedges
Foreign currency swaps	$	8	$	11
Cash flow hedges
Interest rate swaps	1		(2		)
Foreign currency swaps	104		39
Total	$	113	$	48

_________________


(a)	All amounts reclassified from accumulated other comprehensive loss were recorded to interest expense.


(b)	~~Includes~~During the next twelve months, we estimate $54 million in gains will be reclassified into pretax earnings from derivatives designated for hedge ~~ineffectiveness which reflects the net change in the fair value of interest rate contracts offset by the change in fair value of hedged debt attributable to the hedged risk.~~


~~(c)~~	~~Recognized in earnings as other operating expenses and interest expense.~~


~~(d)~~	~~Activity is partially offset by translation activity (included in other operating expenses) related to foreign currency-denominated loans.~~accounting.

Gains (Losses) Recognized In
Accumulated Other Comprehensive Loss
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Cash flow hedges
Interest rate contracts $ —
$ 2
$ 1
$ (2 )
Foreign currency contracts 24
—
45
—
Total $ 24
$ 2
$ 46
$ (2 )

Gains (Losses) Reclassified From
Accumulated Other Comprehensive Loss Into Income
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Cash flow hedges
Interest rate contracts $ (1 ) $ 1
$ —
$ 1
Foreign currency contracts (26 ) (4 ) (60 ) (4 )
Total $ (27 ) $ (3 ) $ (60 ) $ (3 )

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 10. Commitments and Contingencies

Guarantees of Indebtedness The payments of principal and interest on senior notes issued by our top-tier holding company, our primary Canadian operating subsidiary and a European subsidiary are guaranteed by our primary U.S. operating subsidiary, AFSI. At ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, we guaranteed $549 million and $561 million in aggregate principal amount of Euro Medium Term Notes issued by General Motors Financial International B.V., our former subsidiary, pursuant to our Euro Medium Term Note Programme. Subject to the ~~par value~~terms and conditions of ~~these senior notes was $37.3 billion and $29.0 billion. Refer to~~ ~~Note 16 -~~ ~~"Guarantor Condensed Consolidating Financial Statements"~~a letter agreement with BNP Paribas in connection with the sale of our European operations, BNP Paribas will reimburse us for ~~further discussion.~~any amount that we may pay under any such guarantees.

Legal Proceedings ~~As a finance company, we~~We are subject to various ~~customer~~pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas and litigation seeking damages and statutory penalties based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract, and discriminatory treatment of credit applicants.enforcement proceedings. Some litigation against us could take the form of class ~~action complaints by customers~~actions. The outcome of these proceedings is inherently uncertain, and ~~certain legal actions include claims~~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 ~~substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. We~~loss contingencies, we establish reserves for legal ~~claims~~matters when ~~payments~~it is probable that a loss associated with the ~~claims become probable~~matter has been incurred and the ~~payments~~amount of the loss can be reasonably estimated. ~~Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, it is generally very difficult to predict what the eventual~~

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~outcome will be, and when the matter will be resolved.~~ The actual costs of resolving legal ~~claims~~matters may be higher or lower than any amounts reserved for ~~the claims.~~these matters. At ~~September 30, 2017,~~March 31, 2020, we ~~estimate~~estimated our reasonably possible legal exposure for unfavorable outcomes is up to ~~$73~~$42 million, ~~excluding $38 million related to the discontinued operations. We~~and we have accrued ~~$24 million excluding $10 million related to the discontinued operations.~~$15 million.

In 2014 and 2015, we were served with investigative subpoenas ~~to produce documents~~ from various state attorneys general and other ~~local~~ governmental offices to produce documents and data relating to our automobile loan and lease business and securitization of ~~automobile~~ loans and leases. ~~These investigations~~We believe that we have cooperated fully with all reasonable requests for information. We are ~~ongoing and could in the future~~currently unable to estimate any reasonably possible loss or range of loss that may result in the imposition of damages, fines or other civil or criminal penalties. No assurance can be given that the ultimate outcome of the investigations or any resulting proceedings would not materially and adversely affect us or any of our subsidiaries and affiliates.from these investigations.

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 ~~$18~~$11 million ~~excluding $18 million~~ ~~related to the discontinued operations.~~at March 31, 2020.

Note 11. Shareholders' Equity

~~On September 1, 2017,~~



	March 31, 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

In March 2020, our Board of Directors declared and paid a $400 million dividend on our common stock to General Motors Holdings LLC.



	March 31, 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

During the three months ended March 31, 2020, we ~~executed a 10,000~~paid dividends of $29 million to ~~1 stock split~~holders of ~~each share~~record of our ~~previously authorized common stock, par value $1.00 per share. Each outstanding share was deemed automatically converted into 10,000 shares of common stock, par value $0.0001 per share.~~

~~In September 2017, we issued 1,000,000 shares, par value $0.01 per share, of Fixed-to-Floating Rate Cumulative Perpetual~~Series A Preferred Stock, and $16 million to holders of record of our Series B Preferred Stock. During the three months ended March 31, 2019, we

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

paid dividends of $29 million to holders of record of our Series A ~~at a liquidation preference $1,000 per share, for net proceeds of $985 million.~~

~~For the first 10 years after issuance,~~Preferred Stock, and $17 million to holders of ~~the preferred stock will be entitled to receive cash dividend payments at an annual rate~~record of 5.750%, payable semi-annually in arrears on March 30 and September 30 of each year beginning on March 30, 2018. After 10 years, holders of the preferred stock will be entitled to receive cash dividend payments at a floating rate equal to the then applicable three-month U.S. dollar LIBOR plus a spread of 3.598% per annum, payable quarterly in arrears, on March 30, June 30, September 30 and December 30 of each year. Dividends on the preferred stock are cumulative whether or not we have earnings, whether or not there are funds legally available for the payment of the dividends and whether or not the dividends are authorized or declared.our Series B Preferred Stock.

The ~~preferred stock does not have a maturity date. We may, at our option, redeem~~following table summarizes the ~~shares~~significant components of ~~preferred stock, in whole or in part, at any time on or after September 30, 2027, at a price of $1,000 per share of preferred stock plus all~~ accumulated ~~and unpaid dividends.~~other comprehensive loss:



	Three Months Ended March 31,
	2020			2019
Unrealized (loss) gain on hedges
Beginning balance	$	(49	)	$	9
Change in value of hedges, net of tax	(117		)	(15		)
Ending balance	(166		)	(6		)
Defined benefit plans
Beginning balance	1			1
Unrealized gain on subsidiary pension, net of tax	—			—
Ending balance	1			1
Foreign currency translation adjustment
Beginning balance	(1,071		)	(1,076		)
Translation (loss) gain, net of tax	(426		)	57
Ending balance	(1,497		)	(1,019		)
Total accumulated other comprehensive loss	$	(1,662	)	$	(1,024	)

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.

During the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2020 and 2019, income tax expense of ~~$124~~$63 million and ~~$260~~$88 million primarily resulted from tax expense attributable to entities included in our effective tax rate calculation. ~~During the three and nine months ended September 30, 2016,~~The decrease in income tax expense ~~of $60 million and $185 million~~for the three months ended March 31, 2020 is primarily ~~resulted from tax expense attributable~~due to ~~entities included~~a decrease in our ~~effective tax rate calculation.~~pre-tax earnings.

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.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

Note 13. Segment Reporting

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: the North America Segment and the International Segment. The North America Segment includes our operations in the U.S. and Canada. The International Segment includes our operations in Brazil, Chile, Colombia, Mexico and Peru as well as our equity investment in SAIC-GMAC, a joint venture that conducts auto finance operations in China. Our chief operating decision maker evaluates the operating results and performance of our business based on ~~these operating segments.~~our North America and International Segments. The management of each segment is responsible for executing our strategies. ~~As discussed in~~ ~~Note 2~~ - "Discontinued Operations," our European Operations are presented as discontinued operations and are excluded from our segment results for all periods presented. These operations were previously included in our International Segment. Key operating data for our operating segments were as follows:

Three Months Ended September 30, 2017
North
America International Total
Total revenue $ 2,868
$ 293
$ 3,161
Operating expenses 265
81
346
Leased vehicle expenses 1,662
8
1,670
Provision for loan losses 177
27
204
Interest expense 536
136
672
Equity income —
41
41
Income from continuing operations before income taxes $ 228
$ 82
$ 310

Three Months Ended September 30, 2016
North
America International Total
Total revenue $ 2,092
$ 268
$ 2,360
Operating expenses 240
87
327
Leased vehicle expenses 1,194
3
1,197
Provision for loan losses 147
20
167
Interest expense 383
128
511
Equity income —
36
36
Income from continuing operations before income taxes $ 128
$ 66
$ 194


	Nine Months Ended September 30, 2017						Three Months Ended March 31, 2020
	North America		International		Total		North America		International		Total
Total revenue	$	8,042	$	857	$	8,899	$	3,277	$	284	$	3,561
Operating expenses	766		243		1,009		294		64		358
Leased vehicle expenses	4,631		17		4,648		1,684		13		1,697
Provision for loan losses	497		76		573		391		75		466
Interest expense	1,488		415		1,903		738		97		835
Equity income	—		129		129		—		25		25
Income from continuing operations before income taxes	$	660	$	235	$	895
Income before income taxes							$	170	$	60	$	230

1517

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


	Nine Months Ended September 30, 2016						Three Months Ended March 31, 2019
	North America		International		Total		North America		International		Total
Total revenue	$	5,666	$	763	$	6,429	$	3,306	$	314	$	3,620
Operating expenses	656		240		896		276		94		370
Leased vehicle expenses	3,143		5		3,148		1,803		11		1,814
Provision for loan losses	449		52		501		139		36		175
Interest expense	1,025		368		1,393		823		124		947
Equity income	—		109		109		—		45		45
Income from continuing operations before income taxes	$	393	$	207	$	600
Income before income taxes							$	265	$	94	$	359

September 30, 2017 December 31, 2016
North
America International Total North
America International Total
Finance receivables, net $ 34,225
$ 6,639
$ 40,864
$ 27,617
$ 5,858
$ 33,475
Leased vehicles, net $ 41,657
$ 118
$ 41,775
$ 34,284
$ 58
$ 34,342
Total assets^(a)
$ 84,971
$ 21,164
$ 106,135
$ 68,656
$ 19,109
$ 87,765

~~________________~~

~~(a) International Segment includes assets held for sale of $12.1 billion and $11.0 billion at September 30, 2017 and December 31, 2016.~~



	March 31, 2020						December 31, 2019
	North America		International		Total		North America		International		Total
Finance receivables, net	$	47,633	$	5,187	$	52,820	$	46,679	$	6,794	$	53,473
Leased vehicles, net	$	41,160	$	136	$	41,296	$	41,881	$	174	$	42,055
Total assets	$	107,340	$	8,209	$	115,549	$	99,453	$	9,764	$	109,217

~~Note 14. Accumulated Other Comprehensive Loss~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Unrealized gain (loss) on cash flow hedges
Beginning balance $ 6
$ (4 ) $ 17
$ —
Change in value of cash flow hedges, net of tax (3 ) (1 ) (14 ) (5 )
Ending balance 3
(5 ) 3
(5 )
Defined benefit plans
Beginning balance (21 ) (13 ) (20 ) (13 )
Unrealized gain (loss) on subsidiary pension, net of tax —
—
(1 ) —
Ending balance (21 ) (13 ) (21 ) (13 )
Foreign currency translation adjustment
Beginning balance (1,037 ) (1,021 ) (1,235 ) (1,091 )
Translation gain (loss), net of tax 120
(10 ) 318
60
Ending balance (917 ) (1,031 ) (917 ) (1,031 )
Total accumulated other comprehensive loss $ (935 ) $ (1,049 ) $ (935 ) $ (1,049 )

Note ~~15.~~14. Regulatory Capital and ~~other~~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 ~~$7.6~~$6.3 billion and ~~$6.9~~$7.8 billion at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016.~~

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~Note 16. Guarantor Condensed Consolidating Financial Statements~~

The payment of principal and interest on senior notes issued by our top-tier holding company is currently guaranteed solely by AFSI (the Guarantor) and none of our other subsidiaries (the Non-Guarantor Subsidiaries). The Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. The Guarantor’s guarantee may be released only upon customary circumstances, the terms of which vary by issuance. Customary circumstances include the sale or disposition of all of the Guarantor’s assets or capital stock, the achievement of investment grade rating of the senior notes and legal or covenant defeasance.

The condensed consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent-only basis), (ii) the Guarantor, (iii) the combined Non-Guarantor Subsidiaries and (iv) the parent company and our subsidiaries on a consolidated basis at September 30, 2017 and December 31, 2016, and for the three and nine months ended September 30, 2017 and 2016 (after the elimination of intercompany balances and transactions).

Investments in subsidiaries are accounted for by the parent company using the equity method for purposes of this presentation. Results of operations of subsidiaries are therefore reflected in the parent company's investment accounts and earnings. The principal elimination entries set forth below eliminate investments in subsidiaries and intercompany balances and transactions.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~September 30, 2017~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
ASSETS
Cash and cash equivalents $ —
$ 3,546
$ 430
$ —
$ 3,976
Finance receivables, net —
10,097
30,767
—
40,864
Leased vehicles, net —
—
41,775
—
41,775
Goodwill 1,095
—
106
—
1,201
Equity in net assets of non-consolidated affiliate —
—
1,119
—
1,119
Related party receivables —
38
301
—
339
Other assets 855
1,230
3,933
(1,251 ) 4,767
Assets held for sale —
—
12,095
(1 ) 12,094
Due from affiliates 32,762
19,467
—
(52,229 ) —
Investment in affiliates 10,177
5,610
—
(15,787 ) —
Total assets $ 44,889
$ 39,988
$ 90,526
$ (69,268 ) $ 106,135
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt $ —
$ —
$ 41,177
$ (402 ) $ 40,775
Unsecured debt 34,047
—
4,216
—
38,263
Deferred income —
—
3,066
—
3,066
Related party payables 2
—
251
—
253
Other liabilities 369
772
2,157
(849 ) 2,449
Liabilities held for sale —
—
10,864
(6 ) 10,858
Due to affiliates —
32,576
19,648
(52,224 ) —
Total liabilities 34,418
33,348
81,379
(53,481 ) 95,664
Shareholders' equity
Common stock —
—
698
(698 ) —
Preferred stock —
—
—
—
—
Additional paid-in capital 7,514
79
3,450
(3,529 ) 7,514
Accumulated other comprehensive loss (935 ) (107 ) (874 ) 981
(935 )
Retained earnings 3,892
6,668
5,873
(12,541 ) 3,892
Total shareholders' equity 10,471
6,640
9,147
(15,787 ) 10,471
Total liabilities and shareholders' equity $ 44,889
$ 39,988
$ 90,526
$ (69,268 ) $ 106,135

2019.

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING BALANCE SHEET~~

~~December 31, 2016~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
ASSETS
Cash and cash equivalents $ —
$ 2,284
$ 531
$ —
$ 2,815
Finance receivables, net —
4,969
28,506
—
33,475
Leased vehicles, net —
—
34,342
—
34,342
Goodwill 1,095
—
101
—
1,196
Equity in net assets of non-consolidated affiliate —
—
944
—
944
Related party receivables —
25
322
—
347
Other assets 506
884
3,065
(760 ) 3,695
Assets held for sale —
—
10,959
(8 ) 10,951
Due from affiliates 24,548
16,065
—
(40,613 ) —
Investment in affiliates 8,986
6,445
—
(15,431 ) —
Total assets $ 35,135
$ 30,672
$ 78,770
$ (56,812 ) $ 87,765
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Secured debt $ —
$ —
$ 35,256
$ (169 ) $ 35,087
Unsecured debt 26,076
—
3,400
—
29,476
Deferred income —
—
2,355
—
2,355
Related party payables 1
—
319
—
320
Other liabilities 365
690
1,677
(591 ) 2,141
Liabilities held for sale —
—
9,694
(1 ) 9,693
Due to affiliates —
24,437
16,183
(40,620 ) —
Total liabilities 26,442
25,127
68,884
(41,381 ) 79,072
Shareholder's equity
Common stock —
—
698
(698 ) —
Additional paid-in capital 6,505
79
5,345
(5,424 ) 6,505
Accumulated other comprehensive loss (1,238 ) (161 ) (1,223 ) 1,384
(1,238 )
Retained earnings 3,426
5,627
5,066
(10,693 ) 3,426
Total shareholder's equity 8,693
5,545
9,886
(15,431 ) 8,693
Total liabilities and shareholder's equity $ 35,135
$ 30,672
$ 78,770
$ (56,812 ) $ 87,765

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Three Months Ended September 30, 2017~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc. Guarantor Non-
Guarantors Eliminations Consolidated
Revenue
Finance charge income $ —
$ 146
$ 691
$ —
$ 837
Leased vehicle income —
—
2,244
—
2,244
Other income —
306
—
(226 ) 80
Total revenue —
452
2,935
(226 ) 3,161
Costs and expenses
Salaries and benefits —
182
42
—
224
Other operating expenses 94
(48 ) 203
(127 ) 122
Total operating expenses 94
134
245
(127 ) 346
Leased vehicle expenses —
—
1,670
—
1,670
Provision for loan losses —
196
8
—
204
Interest expense 301
1
469
(99 ) 672
Total costs and expenses 395
331
2,392
(226 ) 2,892
Equity income 461
306
41
(767 ) 41
Income from continuing operations before income taxes 66
427
584
(767 ) 310
Income tax (benefit) provision (136 ) 40
220
—
124
Income from continuing operations 202
387
364
(767 ) 186
Income (loss) from discontinued operations, net of tax —
(6 ) 22
—
16
Net income 202
381
386
(767 ) 202

Net income attributable to common shareholder $ 200
$ 381
$ 386
$ (767 ) $ 200

Comprehensive income $ 319
$ 411
$ 525
$ (936 ) $ 319

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Three Months Ended September 30, 2016~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc. Guarantor Non-
Guarantors Eliminations Consolidated
Revenue
Finance charge income $ —
$ 127
$ 594
$ —
$ 721
Leased vehicle income —
—
1,582
—
1,582
Other income —
213
15
(171 ) 57
Total revenue —
340
2,191
(171 ) 2,360
Costs and expenses
Salaries and benefits —
157
38
—
195
Other operating expenses 6
54
173
(101 ) 132
Total operating expenses 6
211
211
(101 ) 327
Leased vehicle expenses —
—
1,197
—
1,197
Provision for loan losses —
102
65
—
167
Interest expense 171
54
356
(70 ) 511
Total costs and expenses 177
367
1,829
(171 ) 2,202
Equity income 267
202
36
(469 ) 36
Income from continuing operations before income taxes 90
175
398
(469 ) 194
Income tax (benefit) provision (72 ) (17 ) 149
—
60
Income from continuing operations 162
192
249
(469 ) 134
(Loss) income from discontinued operations, net of tax (15 ) —
28
—
13
Net income $ 147
$ 192
$ 277
$ (469 ) $ 147

Comprehensive income $ 136
$ 183
$ 270
$ (453 ) $ 136

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Nine Months Ended September 30, 2017~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc. Guarantor Non-
Guarantors Eliminations Consolidated
Revenue
Finance charge income $ —
$ 375
$ 2,026
$ —
$ 2,401
Leased vehicle income —
—
6,282
—
6,282
Other income —
870
(15 ) (639 ) 216
Total revenue —
1,245
8,293
(639 ) 8,899
Costs and expenses
Salaries and benefits —
504
117
—
621
Other operating expenses 200
(43 ) 587
(356 ) 388
Total operating expenses 200
461
704
(356 ) 1,009
Leased vehicle expenses —
—
4,648
—
4,648
Provision for loan losses —
356
217
—
573
Interest expense 883
(28 ) 1,331
(283 ) 1,903
Total costs and expenses 1,083
789
6,900
(639 ) 8,133
Equity income 1,051
797
129
(1,848 ) 129
(Loss) income from continuing operations before income taxes (32 ) 1,253
1,522
(1,848 ) 895
Income tax (benefit) provision (498 ) 199
559
—
260
Income from continuing operations 466
1,054
963
(1,848 ) 635
Income (loss) from discontinued operations, net of tax —
(13 ) (156 ) —
(169 )
Net income 466
1,041
807
(1,848 ) 466

Net income attributable to common shareholder $ 464
$ 1,041
$ 807
$ (1,848 ) $ 464

Comprehensive income $ 769
$ 1,095
$ 1,156
$ (2,251 ) $ 769

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF INCOME~~

~~Nine Months Ended September 30, 2016~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc. Guarantor Non-
Guarantors Eliminations Consolidated
Revenue
Finance charge income $ —
$ 344
$ 1,766
$ —
$ 2,110
Leased vehicle income —
—
4,144
—
4,144
Other income (1 ) 628
28
(480 ) 175
Total revenue (1 ) 972
5,938
(480 ) 6,429
Costs and expenses
Salaries and benefits —
432
104
—
536
Other operating expenses 2
175
475
(292 ) 360
Total operating expenses 2
607
579
(292 ) 896
Leased vehicle expenses —
—
3,148
—
3,148
Provision for loan losses —
282
219
—
501
Interest expense 612
(67 ) 1,036
(188 ) 1,393
Total costs and expenses 614
822
4,982
(480 ) 5,938
Equity income 858
538
109
(1,396 ) 109
Income from continuing operations before income taxes 243
688
1,065
(1,396 ) 600
Income tax (benefit) provision (272 ) 63
394
—
185
Income from continuing operations 515
625
671
(1,396 ) 415
(Loss) income from discontinued operations, net of tax (15 ) —
100
—
85
Net income $ 500
$ 625
$ 771
$ (1,396 ) $ 500

Comprehensive income $ 555
$ 653
$ 837
$ (1,490 ) $ 555

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~Nine Months Ended September 30, 2017~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
Net cash (used in) provided by operating activities - continuing operations $ (690 ) $ 616
$ 4,869
$ —
$ 4,795
Net cash provided by (used in) operating activities - discontinued operations 26
(24 ) 241
—
243
Net cash (used in) provided by operating activities (664 ) 592
5,110
—
5,038
Cash flows from investing activities
Purchases of retail finance receivables, net —
(15,709 ) (11,312 ) 11,754
(15,267 )
Principal collections and recoveries on retail finance receivables —
1,875
7,535
—
9,410
Proceeds from transfer of retail finance receivables, net —
8,787
2,967
(11,754 ) —
Net funding of commercial finance receivables —
(429 ) (1,128 ) —
(1,557 )
Purchases of leased vehicles, net —
—
(14,809 ) —
(14,809 )
Proceeds from termination of leased vehicles —
—
4,649
—
4,649
Other investing activities —
(288 ) (10 ) 233
(65 )
Net change in due from affiliates (8,213 ) (3,397 ) —
11,610
—
Net change in investment in affiliates 54
1,686
—
(1,740 ) —
Net cash used in investing activities - continuing operations (8,159 ) (7,475 ) (12,108 ) 10,103
(17,639 )
Net cash provided by (used in) investing activities - discontinued operations 131
—
(599 ) —
(468 )
Net cash used in investing activities (8,028 ) (7,475 ) (12,707 ) 10,103
(18,107 )
Cash flows from financing activities
Net change in debt (original maturities less than three months) 66
—
(371 ) —
(305 )
Borrowings and issuance of secured debt —
—
26,964
(233 ) 26,731
Payments on secured debt —
—
(20,905 ) —
(20,905 )
Borrowings and issuance of unsecured debt 10,133
—
2,493
—
12,626
Payments on unsecured debt (2,450 ) —
(1,925 ) —
(4,375 )
Debt issuance costs (42 ) —
(89 ) —
(131 )
Proceeds from issuance of preferred stock 985
—
—
—
985
Net capital contributions —
—
(1,740 ) 1,740
—
Net change in due to affiliates —
8,145
3,465
(11,610 ) —
Net cash provided by financing activities - continuing operations 8,692
8,145
7,892
(10,103 ) 14,626
Net cash provided by financing activities - discontinued operations —
—
63
—
63
Net cash provided by financing activities 8,692
8,145
7,955
(10,103 ) 14,689
Net increase in cash, cash equivalents and restricted cash —
1,262
358
—
1,620
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash —
—
112
—
112
Cash, cash equivalents and restricted cash at beginning of period —
2,284
3,018
—
5,302
Cash, cash equivalents and restricted cash at end of period $ —
$ 3,546
$ 3,488
$ —
$ 7,034
Cash, cash equivalents and restricted cash from continuing operations at end of period $ —
$ 3,546
$ 2,923
$ —
$ 6,469
Cash, cash equivalents and restricted cash from discontinued operations at end of period $ —
$ —
$ 565
$ —
$ 565

~~The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidating balance sheet:~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
Cash and cash equivalents $ —
$ 3,546
$ 430
$ —
$ 3,976
Restricted cash included in other assets —
—
2,493
—
2,493
Total $ —
$ 3,546
$ 2,923
$ —
$ 6,469

~~Table of Contents~~

~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)~~

~~CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~Nine Months Ended September 30, 2016~~

~~(Unaudited)~~

General
Motors
Financial
Company, Inc.
Guarantor
Non-
Guarantors
Eliminations Consolidated
Net cash (used in) provided by operating activities - continuing operations $ (454 ) $ (389 ) $ 4,409
$ —
$ 3,566
Net cash provided by operating activities - discontinued operations (15 ) 10
295
—
290
Net cash (used in) provided by operating activities (469 ) (379 ) 4,704
—
3,856
Cash flows from investing activities
Purchases of retail finance receivables, net —
(12,676 ) (10,047 ) 12,315
(10,408 )
Principal collections and recoveries on retail finance receivables —
1,274
6,094
—
7,368
Proceeds from transfer of retail finance receivables, net —
8,232
4,083
(12,315 ) —
Net funding of commercial finance receivables —
(335 ) (810 ) —
(1,145 )
Purchases of leased vehicles, net —
—
(14,939 ) —
(14,939 )
Proceeds from termination of leased vehicles —
—
1,799
—
1,799
Other investing activities —
(219 ) (9 ) 169
(59 )
Net change in due from affiliates (7,506 ) (6,621 ) —
14,127
—
Net change in investment in affiliates 24
2,473
—
(2,497 ) —
Net cash used in investing activities - continuing operations (7,482 ) (7,872 ) (13,829 ) 11,799
(17,384 )
Net cash used in investing activities - discontinued operations —
—
(949 ) —
(949 )
Net cash used in investing activities (7,482 ) (7,872 ) (14,778 ) 11,799
(18,333 )
Cash flows from financing activities
Net change in debt (original maturities less than three months) 1
—
(302 ) —
(301 )
Borrowings and issuance of secured debt —
—
18,589
(169 ) 18,420
Payments on secured debt —
—
(12,525 ) —
(12,525 )
Borrowings and issuance of unsecured debt 8,987
—
1,371
—
10,358
Payments on unsecured debt (1,000 ) —
(1,345 ) —
(2,345 )
Debt issuance costs (37 ) —
(75 ) —
(112 )
Net capital contributions —
—
(2,497 ) 2,497
—
Net change in due to affiliates —
7,643
6,484
(14,127 ) —
Net cash provided by financing activities - continuing operations 7,951
7,643
9,700
(11,799 ) 13,495
Net cash provided by financing activities - discontinued operations —
—
601
—
601
Net cash provided by financing activities 7,951
7,643
10,301
(11,799 ) 14,096
Net increase (decrease) in cash, cash equivalents and restricted cash —
(608 ) 227
—
(381 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash —
—
22
—
22
Cash, cash equivalents and restricted cash at beginning of period —
2,319
2,683
—
5,002
Cash, cash equivalents and restricted cash at end of period $ —
$ 1,711
$ 2,932
$ —
$ 4,643
Cash, cash equivalents and restricted cash from continuing operations at end of period $ —
$ 1,711
$ 2,207
$ —
$ 3,918
Cash, cash equivalents and restricted cash from discontinued operations at end of period $ —
$ —
$ 725
$ —
$ 725

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Basis of Presentation~~ ~~This~~Forward-looking statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) ~~should be read in conjunction with the accompanying condensed consolidated financial statements and the audited consolidated financial statements and notes thereto included in our 2016 Form 10-K.~~

Our European Operations are presented as discontinued operations, and the assets and liabilities of our European Operations are presented as held for sale in our condensed consolidated financial statements for all periods presented. Unless otherwise indicated, information in this discussion and analysis relates to continuing operations. Refer to ~~Note 2~~ ~~- "Discontinued Operations" to our condensed consolidated financial statements for additional details regarding our planned disposal of these operations.~~

~~Forward-looking statements in this 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" section of our ~~2016~~2019 Form 10-K 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.

~~Retail~~ Our retail automobile finance programs in the U.S. include full-spectrum lending and leasing offered through GM-franchised dealers under the "GM Financial" brand. We also offer a sub-prime lending product through non-GM-franchised and select independent dealers under the "AmeriCredit" brand. Our sub-prime lending program is designed to serve customers who have limited access to automobile financing through banks and credit unions. We therefore generally charge higher rates than those charged by banks and credit unions and expect to sustain a higher level of credit losses than on prime lending. We finance new GM vehicles, moderately-priced new vehicles from other manufacturers, and later-model, low mileage used vehicles.

Our international retail lending and leasing programs focus on financing new GM vehicles and select used vehicles. We also offer finance and/or car-related insurance products through third parties, such as payment protection, gap, extended warranty and motor insurance.

We have expanded our leasing and prime lending programs through GM-franchised dealerships in the U.S.; therefore, leasing and prime lending have become a larger percentage of our originations and retail portfolio balance. We have been the exclusive subvented lease provider for GM in the U.S. since April 2015 and the exclusive subvented loan provider for GM in the U.S. since January 2016. The following table presents our retail loan and lease originations in the North America Segment by FICO score band or equivalents:

Nine Months Ended September 30,
2017 2016
Amount Percentage Amount Percentage
Prime - FICO Score 680 and greater $ 24,082
74.2 % $ 19,330
69.6 %
Near-prime - FICO Score 620 to 679 3,783
11.7
3,606
13.0
Sub-prime - FICO Score less than 620 4,577
14.1
4,829
17.4
Total originations $ 32,442
100.0 % $ 27,765
100.0 %

~~The following table summarizes additional information for operating leases (in thousands):~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Operating leases originated^(a)
174
161
530
518
Operating leases terminated^(b)
98
36
242
94
Operating lease vehicles returned^(c)
68
17
163
44
Return rate^(d)
69 % 47 % 67 % 47 %

~~________________~~


~~(a)~~	~~Operating leases originated represents the number of operating leases we purchase during a given period.~~


~~(b)~~	~~Operating leases terminated represents the number of vehicles for which the lease has ended during a given period.~~


~~(c)~~	~~Operating lease vehicles returned represents the number of vehicles returned to us for remarketing at the end of the lease term.~~


~~(d)~~	~~Return rates are calculated as the number of operating leases returned divided by the number of operating leases terminated.~~

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

Operating leases terminated and operating lease vehicles returned increased due to the growth and maturity of the leased asset portfolio. Due to the current age and size of our lease portfolio, the current return rate is lower than we expect it to be in future periods as our lease portfolio grows and matures.

~~The following table summarizes the residual value and the number of units included in leased vehicles, net by vehicle type (units in thousands):~~

September 30, 2017 December 31, 2016
Residual Value Units
Unit
Percentage
Residual Value Units Unit
Percentage
Cars $ 5,968
460
28.6 % $ 5,240
420
31.7 %
Trucks 6,722
276
17.1
5,231
224
16.9
CUVs 13,107
782
48.5
10,349
604
45.7
SUVs 3,456
93
5.8
2,791
75
5.7
Total $ 29,253
1,611
100.0 % $ 23,611
1,323
100.0 %

Based on recent pricing trends for used vehicles in the secondary market, which have remained more favorable than previously expected, as well as the temporary impact from Hurricanes Harvey and Irma, we now expect used car prices to decline less than 7% during 2017 compared to 2016. We continue to expect an increased supply of used vehicles to pressure used car prices in 2018.

~~Commercial~~ Our commercial lending programs are offered primarily to our GM-franchised dealer customers and their affiliates. Commercial lending products primarily include floorplan financing, working capital financing, loans to purchase and/or finance dealership real estate and loans to finance improvements to dealership facilities. Other commercial products include financing for parts and accessories, dealer fleets and storage centers.

~~Financing~~ We primarily finance our loan, lease and commercial origination volume through the use of our secured and unsecured credit facilities, through public and private securitization transactions where such markets are developed and through the issuance of unsecured debt in the public markets. Generally, we seek to fund our operations through local sources of funding to minimize currency and country risk, although we may issue debt globally in order to enhance funding source diversification and support financing needs for the U.S. As such, the mix of funding sources varies from country to country, based on the characteristics of our earning assets and the relative development of the capital markets in each country. We actively monitor the capital markets and seek to optimize our mix of funding sources and our cost of funds.

~~Peugeot S.A. Transaction~~ On March 5, 2017, General Motors Holdings LLC, a wholly-owned subsidiary of GM and our parent, entered into a Master Agreement (the Agreement) with Peugeot S.A. Pursuant to the Agreement, Peugeot S.A. acquired on July 31, 2017 GM’s Opel and Vauxhall businesses and certain other assets in Europe (the Opel/Vauxhall Business) and will acquire, together with a financial partner, certain of our European financial subsidiaries and branches (collectively, our European Operations and, together with Opel/Vauxhall Business, GM's European Business), as described in ~~Note 2~~ ~~- "Discontinued Operations" to our condensed consolidated financial statements.~~

The net consideration to be paid for our European Operations will be 0.8 times their book value at closing. Based on exchange rates at September 30, 2017, we estimate the net consideration will be approximately $1.1 billion, and we currently expect to recognize a disposal loss of approximately $500 million, subject to foreign currency fluctuations, which have had a favorable impact on the estimated loss. The purchase price is subject to certain adjustments as provided in the Agreement. During the nine months ended September 30, 2017, we recognized a portion of the disposal loss, in accordance with ASC 360 - "Property, Plant and Equipment." We expect to recognize the remainder of the disposal loss at the closing of the transaction.

At and during the nine months ended September 30, 2017, the assets and liabilities of our European Operations have been presented as held for sale and its operations and cash flows have been presented as discontinued operations based on the progress towards satisfying the various closing conditions necessary to complete the transaction. The transfer of our European Operations is expected to close by the end of the year subject to the receipt of the remaining necessary regulatory approvals and satisfaction of other closing conditions. Refer to ~~Note 2~~ - "Discontinued Operations" to our condensed consolidated financial statements for more information related to the assets and liabilities held for sale and discontinued operations of our European Operations.

Our principal focus is on expanding our business in the U.S. to reach full captive penetration levels; therefore, we do not expect that the sale of our European Operations will have a material adverse effect on our consolidated results of operations, financial condition, liquidity or financing strategies, including the mix of secured and unsecured debt issuances. We also do not expect that the sale of our European Operations will result in a material increase in our ratio of total debt to total equity or our earning assets leverage ratio as calculated under our Support Agreement with GM. Due to the size of the prime retail loan portfolio held by our European Operations, we expect that, for a period of time following the sale, leased vehicles will make up a greater

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

percentage of our earning assets than they have historically. As our U.S. operations increase purchases of prime retail loans, we expect that our earning asset mix will return to more recent historical levels. We will distribute 50% of the sales proceeds to GM as a special dividend shortly following the completion of the sale.

~~We continue to expect pre-tax income to double from 2014 earnings of $815 million once full captive penetration levels are achieved on a consistent basis.~~

~~Results of Operations~~

In our tabular presentation of the changes in results between financial periods, we provide the following information: (i) the amount of change excluding the impact of foreign currency translation (FX); (ii) the amount of the impact of foreign currency translation; and (iii) the total change. The amount of the impact of foreign currency translation is derived by translating current year results at the average of prior year exchange rates, and is driven by the change in the U.S. Dollar against the currencies used by our foreign operations. We believe the amount of change excluding the foreign currency translation impact facilitates a better comparison of results. In our discussion below, we discuss changes in relevant items excluding any foreign currency translation impact. Average balances are calculated using daily balances, where available. Otherwise, average balances are calculated using monthly balances.

~~Three Months Ended September 30, 2017 compared~~Recent Developments

In March 2020, the World Health Organization declared the rapidly growing outbreak of a novel strain of coronavirus (COVID-19) a global pandemic. The economic impact of efforts to ~~Three Months Ended September 30, 2016~~

Average Earning Assets Three Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Average retail finance receivables $ 31,796
$ 24,740
$ 6,905
$ 151
$ 7,056
28.5 %
Average commercial finance receivables 9,617
6,161
3,397
59
3,456
56.1 %
Average finance receivables 41,413
30,901
10,302
210
10,512
34.0 %
Average leased vehicles, net 40,789
29,971
10,736
82
10,818
36.1 %
Average earning assets $ 82,202
$ 60,872
$ 21,038
$ 292
$ 21,330
35.0 %

Retail finance receivables purchased $ 4,686
$ 4,159
$ 495
$ 32
$ 527
12.7 %
Leased vehicles purchased $ 6,557
$ 6,129
$ 411
$ 17
$ 428
7.0 %

~~Average finance receivables increased as a result~~contain the spread of COVID-19 are straining the finances of individuals and businesses, large and small, across the globe. The extent of COVID-19’s impact on our future operations will depend on, among other things, the duration, spread and intensity of the ~~continued increase~~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.

In response to the pandemic, we have taken a number of actions to provide support to our ~~share~~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 three months ended March 31, 2020 was not material.


▪	We are offering payment deferrals to our retail customers who have been adversely affected by COVID-19. For our loan customers in the North America Segment, interest continues to accrue on the loan, and the loan term is extended by the length of the deferral. For our lease customers, the deferred payments will become due along with the final payment, if not paid before.


▪	We have temporarily suspended repossession efforts on retail customers with delinquent loans. We continue to charge off the outstanding balance of loans when they become more than 120 days past due.


▪	We are offering deferrals of interest and waivers of curtailment payments for three months at no cost to our wholesale dealer customers. Interest continues to accrue on the outstanding balance. As of April 30, 2020, we deferred $24 million in interest and waived $48 million curtailment payments on our commercial loans in North America.


▪	In partnership with GM in the U.S., for very well-qualified buyers, we are offering a 0% loan for up to 84 months for new GM vehicle purchases. In addition, we are offering a 120-day delay for the due date of the first payment on retail loans for well-qualified buyers of new GM vehicles.

The ultimate impact of ~~GM's business~~the pandemic on our results of operations, financial position, liquidity or capital resources cannot be reasonably estimated at this time. There is significant uncertainty related to the estimates and economic assumptions that occurred subsequent to the balance sheet date that could impact future periods. Refer to Item 1A. Risk Factors for a full discussion of the risks associated with the COVID-19 pandemic.

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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 ~~increase~~critical accounting estimates that affect the condensed consolidated financial statements and the judgment and assumptions used are consistent with those described in ~~average~~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,~~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 ~~primarily resulted from our exclusive lease subvention arrangement in the U.S. with GM.~~

Revenue Three Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Finance charge income
Retail finance receivables $ 724
$ 655
$ 61
$ 8
$ 69
10.5 %
Commercial finance receivables $ 113
$ 66
$ 46
$ 1
$ 47
71.2 %
Leased vehicle income $ 2,244
$ 1,582
$ 655
$ 7
$ 662
41.8 %
Other income $ 80
$ 57
$ 21
$ 2
$ 23
40.4 %
Equity income $ 41
$ 36
$ 5
$ —
$ 5
13.9 %
Effective yield - retail finance receivables 9.0 % 10.5 %
Effective yield - commercial finance receivables 4.7 % 4.3 %

~~Finance charge income~~of allowance for loan losses. The allowance for loan losses on retail finance receivables ~~increased due~~reflects net credit losses expected to ~~growth~~be incurred over the remaining life of the retail finance receivables. 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.

As of March 31, 2020, we updated our forecast of economic factors for potential impacts from the COVID-19 pandemic, based on the latest available information from our economic research firm. In addition, we lowered our forecast of expected recovery rates on repossessions. In aggregate, these updates resulted in an increase in the ~~portfolio, substantially offset by a decrease in effective yield. The effective yield~~allowance for loan losses on our retail finance receivables portfolio of $228 million. Actual economic data and recovery rates that are worse 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 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 March 31, 2020, the estimated residual value of our leased vehicles at the end of the lease term was $29.5 billion. Depreciation reduces the carrying value of each leased asset in our operating lease portfolio over time from its original acquisition value to its expected residual value at the end of the lease term. We reviewed the leased portfolio for indicators of impairment and determined that no impairment indicators were present at March 31, 2020. We updated the residual value estimates on our lease portfolio to reflect the decrease in forecasted used vehicle prices due to economic impacts from the COVID-19 pandemic. If adverse economic impacts are sustained, used vehicle prices could decrease further, which could result in an impairment of 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.

Results of Operations

This section discusses our results of operations for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019.

Income before income taxes for the three months ended March 31, 2020 decreased to $230 million from $359 million for the three months ended March 31, 2019 primarily due to the following:

Leased vehicle income net of leased vehicle expenses increased $71 million primarily due to higher yield on the portfolio, offset by a $39 million valuation adjustment on returned lease vehicle inventory held for sale.

Provision expense increased $291 million primarily due to an increase in expected charge-offs and a decrease in expected recoveries as a result of economic impacts from the COVID-19 pandemic.

Interest expense decreased $112 million, of which $36 million was due to a lower average balance of debt outstanding and $76 million was due to a decrease in the effective rate of interest on debt.

Return on average ~~annual percentage rate~~common equity is widely used to measure earnings in relation to invested capital. Our return on ~~new originations in the U.S.~~average common equity decreased to ~~5.2%~~12.7% for the ~~three months~~four quarters ended ~~September 30, 2017~~March 31, 2020 from ~~6.2%~~13.8% for the ~~three months~~four quarters ended ~~September 30, 2016,~~March 31, 2019 primarily due to a higher effective tax rate as ~~we have increased our lending to borrowers with prime credit. The effective yield represents finance charges and fees recorded~~well as an increase in ~~earnings during the period as a percentage of~~ average retail finance receivables. The effective yield, as a percentage of average retail finance receivables, is higher than the contractual rates of our auto finance contracts primarily because the effective yield includes, in addition to the contractual rates and fees, the impact of rate subvention provided by GM.common equity.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

~~Finance charge income~~We use return on ~~commercial finance receivables increased~~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 decreased to 14.3% for the four quarters ended March 31, 2020 from 15.6% for the four quarters ended March 31, 2019 primarily due to ~~growth in the portfolio, and due to~~a higher effective tax rate as well as an increase in ~~the effective yield resulting from rising benchmark interest rates.~~average tangible common equity.

The ~~increase in leased vehicle income reflects~~following table presents our reconciliation of return on average tangible common equity to return on average common equity, the ~~growth of the leased asset portfolio.~~

~~Equity income in our China joint venture increased due primarily to growth in asset levels driven by increased retail penetration.~~most directly comparable GAAP measure:

Costs and Expenses Three Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Operating expenses $ 346
$ 327
$ 18
$ 1
$ 19
5.8 %
Leased vehicle expenses $ 1,670
$ 1,197
$ 469
$ 4
$ 473
39.5 %
Provision for loan losses $ 204
$ 167
$ 36
$ 1
$ 37
22.2 %
Interest expense $ 672
$ 511
$ 157
$ 4
$ 161
31.5 %
Average debt outstanding $ 78,953
$ 56,902
$ 21,823
$ 228
$ 22,051
38.8 %
Effective rate of interest on debt 3.4 % 3.6 %



	Four Quarters Ended
	March 31, 2020			March 31, 2019
Net income attributable to common shareholder	$	1,373		$	1,397

Average equity	$	12,267		$	11,395
Less: average preferred equity	(1,477		)	(1,250		)
Average common equity	10,790			10,145
Less: average goodwill	(1,183		)	(1,189		)
Average tangible common equity	$	9,607		$	8,956

Return on average common equity	12.7		%	13.8		%
Return on average tangible common equity	14.3		%	15.6		%

~~Operating Expenses~~ ~~The increase~~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 ~~operating expenses relates~~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 ~~growth~~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 ~~earning assets~~its financial, investment and ~~investments~~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.

Three Months Ended March 31, 2020 compared to ~~support the prime lending program and enhance lease origination and servicing capabilities~~Three Months Ended March 31, 2019



Average Earning Assets	Three Months Ended March 31,				2020 vs. 2019
	2020		2019		Amount			Percentage
Average retail finance receivables	$	42,416	$	41,591	$	825		2.0	%
Average commercial finance receivables	11,678		12,167		(489		)	(4.0	)%
Average finance receivables	54,094		53,758		336			0.6	%
Average leased vehicles, net	41,778		43,394		(1,616		)	(3.7	)%
Average earning assets	$	95,872	$	97,152	$	(1,280	)	(1.3	)%

Retail finance receivables purchased	$	6,497	$	7,162	$	(665	)	(9.3	)%
Leased vehicles purchased	$	5,040	$	5,210	$	(170	)	(3.3	)%

Our penetration of GM's retail sales in the U.S. ~~Operating expenses as an annualized percentage of average earning assets~~ decreased to ~~1.7% from 2.1%~~44.8% for the three months ended ~~September 30, 2017, compared to the three months ended September 30, 2016, due primarily to efficiency gains achieved through higher earning asset levels.~~

~~Leased Vehicle Expenses~~ ~~Leased vehicle expenses, which are primarily comprised of depreciation of leased vehicles, increased due to the growth of the leased asset portfolio.~~

~~Provision for Loan Losses~~ The provision for retail loan losses increased due primarily to the growth of the retail finance receivables portfolio. As an annualized percentage of average retail finance receivables, the provision for retail loan losses decreased to 2.5%March 31, 2020 from 52.8% for the three months ended ~~September 30, 2017 from 2.6% for the three months ended September 30, 2016, due primarily to a shift~~March 31, 2019. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the ~~credit mix of the portfolio to a larger percentage of prime loans. The provision for commercial loan losses was insignificant for the three months ended September 30, 2017 and 2016.~~

~~Interest Expense~~ ~~Interest expense increased due primarily to an increase in the average debt outstanding resulting from growth in the loan and lease portfolios.~~

~~Taxes~~ Our consolidated effective income tax rate was 46.1% and 38.0% of income before income taxes and equity income for the three months ended September 30, 2017 and 2016. The increase in the effective income tax rate is due primarily to differences in U.S. taxation of foreign earnings and a decrease in certain U.S. federal tax credits.

~~Other Comprehensive Income~~

~~Foreign Currency Translation Adjustment~~ Foreign currency translation adjustments included in other comprehensive income (loss) were $120 million and $(10) million for the three months ended September 30, 2017 and 2016. Translation adjustments result from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changes in relation to international currencies.market.

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

~~Nine Months Ended September 30, 2017 compared to Nine Months Ended September 30, 2016~~

Average Earning Assets Nine Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Average retail finance receivables $ 29,918
$ 23,728
$ 6,030
$ 160
$ 6,190
26.1 %
Average commercial finance receivables 8,844
5,731
3,091
22
3,113
54.3 %
Average finance receivables 38,762
29,459
9,121
182
9,303
31.6 %
Average leased vehicles, net 38,282
26,128
12,131
23
12,154
46.5 %
Average earning assets $ 77,044
$ 55,587
$ 21,252
$ 205
$ 21,457
38.6 %

Retail finance receivables purchased $ 15,546
$ 10,580
$ 4,872
$ 94
$ 4,966
46.9 %
Leased vehicles purchased $ 19,581
$ 19,327
$ 242
$ 12
$ 254
1.3 %

Average finance receivables increased as a result of the continued increase of our share of GM's business. The increase in average leased vehicles, net primarily resulted from our exclusive lease subvention arrangement in the U.S. with GM.

Revenue Nine Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Finance charge income
Retail finance receivables $ 2,098
$ 1,924
$ 140
$ 34
$ 174
9.0 %
Commercial finance receivables $ 303
$ 186
$ 113
$ 4
$ 117
62.9 %
Leased vehicle income $ 6,282
$ 4,144
$ 2,133
$ 5
$ 2,138
51.6 %
Other income $ 216
$ 175
$ 35
$ 6
$ 41
23.4 %
Equity income $ 129
$ 109
$ 24
$ (4 ) $ 20
18.3 %
Effective yield - retail finance receivables 9.4 % 10.8 %
Effective yield - commercial finance receivables 4.6 % 4.3 %

Finance charge income on retail finance receivables increased due to growth in the portfolio, substantially offset by a decrease in effective yield. The effective yield on our retail finance receivables decreased due primarily to a decrease in the average annual percentage rate on new originations in the U.S. to 5.9% for the nine months ended September 30, 2017 from 7.0% for the nine months ended September 30, 2016, as we have increased our lending to borrowers with prime credit. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average retail finance receivables. The effective yield, as a percentage of average retail finance receivables, is higher than the contractual rates of our auto finance contracts primarily because the effective yield includes, in addition to the contractual rates and fees, the impact of rate subvention provided by GM.

~~Finance charge income on commercial finance receivables increased due to growth in the portfolio, and due to an increase in the effective yield resulting from rising benchmark interest rates.~~

~~The increase in leased vehicle income reflects the growth of the leased asset portfolio.~~

~~Equity income in our China joint venture increased due primarily to growth in asset levels driven by increased retail penetration.~~

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Costs and Expenses Nine Months Ended September 30, 2017 vs. 2016
2017 2016 Change excluding FX FX Total change %
Operating expenses $ 1,009
$ 896
$ 103
$ 10
$ 113
12.6 %
Leased vehicle expenses $ 4,648
$ 3,148
$ 1,497
$ 3
$ 1,500
47.6 %
Provision for loan losses $ 573
$ 501
$ 70
$ 2
$ 72
14.4 %
Interest expense $ 1,903
$ 1,393
$ 489
$ 21
$ 510
36.6 %
Average debt outstanding $ 73,278
$ 52,378
$ 20,720
$ 180
$ 20,900
39.9 %
Effective rate of interest on debt 3.5 % 3.6 %



Revenue	Three Months Ended March 31,						2020 vs. 2019
	2020			2019			Amount			Percentage
Finance charge income
Retail finance receivables	$	872		$	816		$	56		6.9	%
Commercial finance receivables	$	134		$	171		$	(37	)	(21.6	)%
Leased vehicle income	$	2,463		$	2,509		$	(46	)	(1.8	)%
Other income	$	92		$	124		$	(32	)	(25.8	)%
Equity income	$	25		$	45		$	(20	)	(44.4	)%
Effective yield - retail finance receivables	8.3		%	8.0		%
Effective yield - commercial finance receivables	4.6		%	5.7		%

Finance charge income on retail finance receivables increased due to an increase in the effective yield, as well as growth in the portfolio. 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 on commercial finance receivables decreased due to a lower effective yield resulting from falling benchmark interest rates, as well as a decline in the portfolio as a result of GM work stoppage in 2019.

The decrease in other income is primarily due to lower investment income resulting from falling benchmark interest rates.

Equity income decreased primarily due to an increased provision for losses on the retail finance receivables portfolio of our joint venture that conducts auto finance operations in China, resulting from increased net charge-offs and increased expected losses due to economic impacts from the COVID-19 pandemic.



Costs and Expenses	Three Months Ended March 31,						2020 vs. 2019
	2020			2019			Amount			Percentage
Operating expenses	$	358		$	370		$	(12	)	(3.2	)%
Leased vehicle expenses	$	1,697		$	1,814		$	(117	)	(6.4	)%
Provision for loan losses	$	466		$	175		$	291		166.3	%
Interest expense	$	835		$	947		$	(112	)	(11.8	)%
Average debt outstanding	$	88,777		$	92,321		$	(3,544	)	(3.8	)%
Effective rate of interest on debt	3.8		%	4.2		%

Operating Expenses ~~The increase in operating expenses relates to the growth in earning assets and investments to support the prime lending program and enhance lease origination and servicing capabilities in the U.S.~~ Operating expenses as an annualized percentage of average earning assets ~~decreased to 1.8% from 2.2%~~was 1.5% for both the ~~nine~~three months ended ~~September 30, 2017, compared to the nine months ended September 30, 2016, due primarily to efficiency gains achieved through higher earning asset levels.~~

~~Leased Vehicle Expenses~~ ~~Leased vehicle expenses, which are primarily comprised of depreciation of leased vehicles, increased due to the growth of the leased asset portfolio.~~March 31, 2020 and 2019.

Provision for Loan Losses The provision for retail loan losses increased primarily due ~~primarily~~ to ~~the growth~~increased expected charge-offs and decreased expected recoveries as a result of the retail finance receivables portfolio. As an annualized percentage of average retail finance receivables, the provision for retail loan losses decreased to 2.5% for the nine months ended September 30, 2017 from 2.8% for the nine months ended September 30, 2016, due primarily to a shift in the credit mixeconomic impact of the ~~portfolio to a larger percentage of prime loans. The provision for commercial loan losses was insignificant for the nine months ended September 30, 2017 and 2016.~~COVID-19 pandemic.

Interest Expense Interest expense ~~increased~~decreased due ~~primarily~~ to ~~an increase~~a lower effective rate of interest on our debt resulting from falling benchmark interest rates, as well as a decrease in the average debt ~~outstanding resulting from growth in the loan and lease portfolios.~~outstanding.

Taxes Our consolidated effective income tax rate was ~~33.9%~~30.7% and ~~37.7%~~28.0% of income before income taxes and equity income for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016.~~2019. The ~~decrease~~increase in the effective income tax rate is primarily due ~~primarily~~ to ~~reduced tax expense attributable to entities included~~a reduction in our ~~effective~~electric vehicle tax ~~rate calculation and an increase in certain U.S. federal tax credits.~~credit.

Other Comprehensive (Loss) Income

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive (loss) income were ~~$318~~$(426) million and ~~$60~~$57 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016.~~2019. Translation adjustments ~~result~~resulted from changes in the values of our ~~international~~foreign currency-denominated assets and liabilities as the value of the U.S. Dollar ~~changes~~changed in relation to ~~international~~foreign currencies. The foreign currency translation loss for the three months ended March 31, 2020 was primarily due to depreciating values of the Brazilian Real, the Mexican Peso, and the Canadian Dollar in relation to the U.S. Dollar. The foreign currency translation income for three months ended March 31, 2019 was primarily due to changes in the values of the Chinese Yuan Renminbi and the Canadian Dollar in relation to the U.S. Dollar.

~~Credit~~

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GENERAL MOTORS FINANCIAL COMPANY, INC.

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:


Retail Finance Receivables	September 30, 2017			December 31, 2016
							March 31, 2020					December 31, 2019
							Amount			Percent		Amount			Percent
Prime - FICO Score 680 and greater							$	25,539		60.1	%	$	25,439		60.2	%
Near-prime - FICO Score 620 to 679							6,952			16.3		6,862			16.2
Sub-prime - FICO Score less than 620							10,013			23.6		9,967			23.6
Retail finance receivables, net of fees	$	32,317		$	26,400		42,504			100.0	%	42,268			100.0	%
Less: allowance for loan losses	(899		)	(765		)	(1,879		)			(866		)
Retail finance receivables, net	$	31,418		$	25,635		$	40,625				$	41,402
Number of outstanding contracts	2,262,017			2,011,818			2,691,932					2,656,525
Average amount of outstanding contracts (in dollars)^(a)	$	14,287		$	13,122		$	15,789				$	15,911
Allowance for loan losses as a percentage of retail finance receivables, net of fees	2.8		%	2.9		%	4.4		%			2.0		%

_________________


(a)	Average amount of outstanding contracts consists of retail finance receivables, net of fees, divided by number of outstanding contracts.

At September 30, 2017, the allowance for loan losses as a percentage of retail finance receivables, net of fees, decreased from the level at December 31, 2016 consistent with the improved credit mix in our portfolio resulting from our expansion of prime lending. The allowance for loan losses ~~reflects our estimate~~increased as of March 31, 2020 as compared to December 31, 2019 by $801 million due to the adoption of ASU 2016-13 on January 1, 2020 and $228 million due to increased expected charge-offs and decreased expected recoveries as a result of the economic impact of the COVID-19 pandemic.

Delinquency The following is a consolidated summary of delinquent retail finance receivables:



	March 31, 2020				March 31, 2019
	Amount		Percentage		Amount ^(a)		Percentage
31 - 60 days	$	1,157	2.7	%	$	1,048	2.5	%
Greater than 60 days	441		1.1		412		1.0
Total finance receivables more than 30 days delinquent	1,598		3.8		1,460		3.5
In repossession	20		—		47		0.1
Total finance receivables more than 30 days delinquent or in repossession	$	1,618	3.8	%	$	1,507	3.6	%

_________________

(a)Represents the contractual amounts of delinquent retail finance receivables, which is not significantly different than the outstanding amortized cost for such receivables.

Delinquency increased slightly from the prior year, primarily as a result of impacts to our customers from the COVID-19 pandemic. We expect delinquency will increase in the coming months as more of our customers are impacted by the COVID-19 pandemic.

Deferrals In accordance with our policies and guidelines, we may 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 ~~credit losses resulting from hurricane activity during~~new accounts until a requisite number of payments have been received. Effective March 16, 2020, we began offering payment deferrals and in many cases are waiving our deferral policies and guidelines for customers who have been impacted by the ~~three~~COVID-19 pandemic. In January and February 2020, we granted payment deferrals on contracts representing 1.2% and 0.9% of retail finance receivables outstanding in the North America Segment. In March 2020, our payment deferral rate was 1.6% of retail finance receivables outstanding. The payment deferral rate for the month of April 2020 was 3.5%. We expect that payment deferrals will remain elevated in the coming months ~~ended September 30, 2017, which we expect~~as more of our customers are impacted by the COVID-19 pandemic.

TDRs Payment deferrals granted to retail customers with accounts in good standing, but impacted by the COVID-19 pandemic, will not be ~~minimal.~~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.

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~~Deferrals~~ In accordance with our policies and guidelines in the North America Segment, we may offer payment deferrals to retail customers, whereby the borrower is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferrals that may be granted. Additionally, we generally limit the granting of deferrals on new accounts until a requisite number of payments have been received. Contracts receiving a payment deferral as an average quarterly percentage of average retail finance receivables outstanding increased to 6.1% for the three months ended September 30, 2017 from 5.1% for the three months ended September 30, 2016 primarily due to deferrals granted on accounts of borrowers who were impacted by hurricane activity during the quarter. Contracts receiving a payment deferral as an average quarterly percentage of average retail finance receivables outstanding were 4.9% and 5.1% for the nine months ended September 30, 2017 and 2016. Deferrals in the International Segment were insignificant.

~~Delinquency and Troubled Debt Restructurings~~ ~~Refer to~~ ~~Note 4~~ ~~- "Finance Receivables" to our condensed consolidated financial statements for further discussion of delinquent retail finance receivables and 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,						Three Months Ended March 31,
	2017			2016			2017			2016			2020			2019
Charge-offs	$	286		$	284		$	856		$	826		$	340		$	307
Less: recoveries	(135		)	(128		)	(420		)	(403		)	(156		)	(145		)
Net charge-offs	$	151		$	156		$	436		$	423		$	184		$	162
Net charge-offs as an annualized percentage^(a)	1.9		%	2.5		%	1.9		%	2.4		%
Net charge-offs as an annualized percentage of average retail finance receivables													1.7		%	1.6		%

~~_________________~~


~~(a)~~	~~Net charge-offs as an annualized percentage is calculated as a percentage of average retail finance receivables.~~

Net charge-offs as an annualized percentage of average retail finance receivables decreased during the three and nine months ended September 30, 2017 from the prior period, primarily due to the shift in the North America receivables portfolio toward prime credit quality and due to growth in the North America portfolio. The recovery rate as a percentage of gross repossession charge-offs in North America was 51.8% and 52.4%charge-off levels for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 compared to the prior year were only slightly impacted by the effects of COVID-19. In accordance with our policies, accounts that become more than 120 days past due are charged off in full unless in repossession. We expect that our charge-offs will increase in the coming months as more of our customers are impacted by the COVID-19 pandemic. We ceased repossession activity on March 16, 2020. Further, the auctions we use to remarket our repossessed vehicles are not currently operating efficiently. The recovery rates we realize on our repossessed vehicles that we have been able to remarket have decreased and ~~52.3%~~may remain depressed when auction operations resume.



Commercial Finance Receivables	March 31, 2020			December 31, 2019
Commercial finance receivables, net of fees	$	12,282		$	12,149
Less: allowance for loan losses	(87		)	(78		)
Commercial finance receivables, net	$	12,195		$	12,071
Number of dealers	1,890			1,872
Average carrying amount per dealer	$	6		$	6
Allowance for loan losses as a percentage of commercial finance receivables, net of fees	0.7		%	0.6		%

At March 31, 2020 and ~~53.8%~~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, 2016.~~

Commercial Finance Receivables September 30, 2017 December 31, 2016
Commercial finance receivables, net of fees $ 9,495
$ 7,880
Less: allowance for loan losses (49 ) (40 )
Total commercial finance receivables, net $ 9,446
$ 7,840
Number of dealers 1,502
1,356
Average carrying amount per dealer $ 6
$ 6
Allowance for loan losses as a percentage of commercial finance receivables, net of fees 0.5 % 0.5 %

~~There were insignificant charge-offs of commercial finance receivables during the three~~March 31, 2020 and ~~nine months ended September 30, 2017~~2019, and ~~none during the three and nine months ended September 30, 2016. At September 30, 2017 and December 31, 2016,~~ substantially all of our commercial finance receivables were current with respect to payment status at March 31, 2020 and ~~none were classified as TDRs.~~ December 31, 2019.

The ~~inventory securing~~COVID-19 pandemic has negatively impacted sales volume and profitability of our ~~commercial finance receivables is generally covered by insurance; therefore,~~dealer customers, and we ~~do not~~ expect a number of our dealers will experience significant financial strain. We are currently offering our dealers deferrals of interest payments and waivers of curtailment payments for 90 days. We have intensified our dealer monitoring efforts, and will determine any ~~significant impact~~further action to ~~credit losses resulting from hurricane~~be taken, including additional provision for loan losses.

Leased VehiclesThe following table summarizes activity ~~during~~in our operating lease portfolio (in thousands):



	Three Months Ended March 31,
	2020		2019
Operating leases originated	125		138
Operating leases terminated	146		155
Operating leased vehicles returned^(a)	111		117
Percentage of leased vehicles returned^(b)	76	%	75	%

________________


(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 lease portfolio.

Used vehicle prices for the three months ended ~~September 30, 2017.~~

~~Leased VehiclesAt September 30, 2017~~March 31, 2020 decreased slightly compared to the same period in 2019. Realized sales proceeds for the first two months of 2020 outpaced the same period in 2019; however, prices declined in late March, primarily due to impacts from the COVID-19 pandemic. We previously reported that we expected a decrease in used vehicle prices of 3% to 4% in 2020 compared to 2019; however, used vehicle prices have been significantly impacted as a result of the COVID-19 pandemic. Current industry forecasts project a decrease in used vehicle prices of 7% to 10% in 2020 compared to 2019, and ~~2016, 99.1% o~~fa recovery sometime in 2021. We updated our residual value estimates accordingly, and will increase the depreciation rate over the remaining term of the portfolio, the impact of which is most heavily weighted to leases maturing in 2020. In addition, the auctions we use to remarket our off-lease inventory are not currently operating ~~leases were current with respect to payment status. Our leased~~efficiently. Sales proceeds from vehicles ~~are generally insured; therefore,~~ we ~~do not expect any significant losses resulting from hurricane activity during the three months ended September 30, 2017.~~have been able

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to remarket have decreased and may remain depressed when auction operations resume. Accordingly, we recorded a $39 million valuation adjustment to the carrying value of our off-lease inventory held for sale.

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):



	March 31, 2020					December 31, 2019
	Residual Value		Units	Percentage of Units		Residual Value		Units	Percentage of Units
Crossovers	$	15,928	985	62.1	%	$	15,950	972	60.5	%
Trucks	7,097		286	18.1		7,256		288	18.0
SUVs	3,603		102	6.4		3,917		108	6.7
Cars	2,841		212	13.4		3,276		238	14.8
Total	$	29,469	1,585	100.0	%	$	30,399	1,606	100.0	%

We review our residual values quarterly and test for impairment based on periodic residual estimates. We updated the residual value estimates on our lease portfolio to reflect the decrease in forecasted used vehicle prices due to economic impacts from the COVID-19 pandemic. We reviewed for indicators of impairment on the lease portfolio and determined that no impairment existed at March 31, 2020. We cannot currently estimate the impact that the COVID-19 pandemic will ultimately have on used vehicle prices. If adverse economic impacts are sustained, used vehicle prices could decrease further, which could result in impairment of our lease portfolio.

The following table summarizes the scheduled maturity of our operating leases in the North America Segment:



	2020		2021		2022		2023 & Thereafter
Operating lease maturities	22	%	32	%	34	%	12	%

At March 31, 2020 and 2019, 99.2% and 99.1% of our operating leases were current with respect to payment status. We expect that delinquency will increase as more of our customers are impacted by the COVID-19 pandemic.

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, ~~servicing fees,~~ net distributions from ~~secured debt~~credit facilities, ~~including~~ 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 and interest costs.~~expenses.

~~Our~~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.

~~Cash Flow~~ During the nine months ended September 30, 2017, net cash provided by operating activities increased due primarily to an increase in net leased vehicle income, partially offset by increased interest expense and operating expenses.

During the nine months ended September 30, 2017, net cash used in investing activities increased due to an increase in net purchases of retail finance receivables of $4.9 billion and an increase in net fundings of commercial finance receivables of $0.4 billion, partially offset by a decrease in purchases of leased vehicles of $130 million, increased collections and recoveries on retail finance receivables of $2.0 billion, and an increase in proceeds received on terminated leases of $2.9 billion.

During the nine months ended September 30, 2017, net cash provided by financing activities increased due primarily to the issuance of preferred stock of $985 million and an increase in borrowings, net of repayments, of $146 million.The following table summarizes our available liquidity:


Liquidity	September 30, 2017		December 31, 2016		March 31, 2020		December 31, 2019
Cash and cash equivalents^(a)	$	3,976	$	2,815	$	11,632	$	3,311
Borrowing capacity on unpledged eligible assets	12,661		8,321		9,996		17,537
Borrowing capacity on committed unsecured lines of credit	132		105		243		298
Borrowing capacity on the Junior Subordinated Revolving Credit Facility	1,000		1,000		1,000		1,000
Borrowing capacity on the GM Revolving 364-Day Credit Facility					2,000		2,000
Available liquidity	$	17,769	$	12,241	$	24,871	$	24,146

_________________


(a)	Includes ~~$377~~$931 million and ~~$454~~$390 million in unrestricted cash outside of the U.S. at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016.~~2019. This cash is considered to be indefinitely invested based on specific plans for reinvestment of these earnings.

~~During the nine months ended September 30, 2017,~~Our available liquidity ~~increased due primarily to an increase in~~at March 31, 2020 was relatively unchanged from December 31, 2019. However, our cash and ~~additional~~cash equivalents increased and borrowing capacity ~~on new and renewed secured~~decreased due to increased utilization of credit facilities during the quarter to preserve financial flexibility in response to the current uncertainty in global capital markets and the current economic environment resulting

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from the ~~issuance~~COVID-19 pandemic. We generally target liquidity levels to support at least six months of ~~secured and unsecured~~our expected net cash outflows, including new originations, without access to new debt ~~and preferred stock.~~financing transactions or other capital markets activity. At March 31, 2020, available liquidity was in line with our liquidity targets.

~~We have the ability~~Our Support Agreement with GM provides that GM will use commercially reasonable efforts to ~~borrow up~~ensure that we will continue to ~~$1.0 billion~~be designated as a subsidiary borrower under GM's ~~three-year, $4.0 billion~~ unsecured revolving credit ~~facility and up to $3.0 billion under GM's five-year, $10.5 billion unsecured revolving credit facility,~~facilities. We have access, subject to available ~~capacity. Our borrowings under GM's facilities are limited by GM's ability~~capacity, to ~~borrow the entire amount available under the facilities. Therefore, we may be able to borrow up to $4.0~~$14.5 billion in total or may be unable to borrow depending on GM's borrowing activity. If we do borrow under these facilities, we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business. Neither we, nor any of our subsidiaries, guarantee any obligations under these facilities and none of our assets secure these facilities. Liquidity available to us under the GM unsecured revolving credit facilities is not included in the table above. At September 30, 2017, we had no amounts borrowed under either 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 March 31, 2020 and December 31, 2019, we had no borrowings outstanding under any of these facilities. At March 31, 2020, GM had $3.4 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.



Cash Flow	Three Months Ended March 31,						2020 vs 2019
	2020			2019			2020 vs 2019
Net cash provided by operating activities	$	2,213		$	2,143		$	70
Net cash used in investing activities	$	(2,710	)	$	(1,556	)	$	(1,154	)
Net cash provided by financing activities	$	7,782		$	791		$	6,991

During the three months ended March 31, 2020, net cash provided by operating activities increased primarily due to an increase in net collateral held for derivative positions of $72 million as a result of favorable changes in interest rates on our collateralized derivative portfolio.

During the three months ended March 31, 2020, net cash used in investing activities increased primarily due to decreased collections and recoveries on retail finance receivables of $1.1 billion from lower loan prepayment activity, and an increase in net funding of commercial finance receivables of $0.9 billion, offset by a decrease in purchases of retail finance receivables of $0.8 billion.

During the three months ended March 31, 2020, net cash provided by financing activities increased primarily due to an increase in borrowings of $8.0 billion offset by an increase in debt repayments of $0.6 billion and dividend payments of $0.4 billion.

Credit Facilities In the normal course of business, in addition to using our available cash, we ~~utilize borrowings~~fund our operations by borrowing under our credit facilities, which may be secured and/or structured as securitizations, or may be ~~unsecured, and we~~unsecured. We repay these borrowings as appropriate under our liquidity management strategy.

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At ~~September 30, 2017,~~March 31, 2020, credit facilities consist of the following:


Facility Type	Facility Amount		Advances Outstanding		Facility Amount		Advances Outstanding
Revolving retail asset-secured facilities^(a)	$	21,077	$	4,563	$	21,972	$	14,289
Revolving commercial asset-secured facilities^(b)	3,920		188		4,022		—
Total secured	24,997		4,751		25,994		14,289
Unsecured committed facilities^(c)	132		—		451		208
Unsecured uncommitted facilities^(d)(c)	2,162		2,162		1,762		1,762
Total unsecured	2,294		2,162		2,213		1,970
Junior Subordinated Revolving Credit Facility	1,000		—		1,000		—
GM Revolving 364-Day Credit Facility					2,000		—
Total	$	28,291	$	6,913	$	31,207	$	16,259

_________________

(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 ~~$158~~$84 million in advances outstanding and ~~$831~~$524 million in unused borrowing capacity on these facilities at ~~September 30, 2017.~~March 31, 2020.


(b)	Includes revolving credit facilities backed by loans to dealers for floorplan financing.


(c)	~~Does not include $4.0 billion in liquidity available to us under GM's unsecured revolving credit facilities.~~


~~(d)~~	The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. We had ~~$1.3 billion~~$851 million in unused borrowing capacity on these facilities at ~~September 30, 2017.~~March 31, 2020.

Refer to Note ~~8 - "Debt"~~7 to our condensed consolidated financial statements ~~in our Form 10-K~~ for further ~~discussion of the terms of our revolving credit facilities.~~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, 2017			Maturity Date ^(a)			Original Note Issuance ^(b)		Note Balance At March 31, 2020
2013	October 2020	-	October 2021	$	4,058	$	523
2014	July 2019	-	March 2022	$	6,336	1,685
2015	July 2019	-	December 2023	$	13,110	5,553			December 2021	-	December 2021	$	978	$	96
2016	April 2018	-	September 2024	$	15,528	10,652			February 2022	-	September 2024	$	6,600	1,101
2017	August 2019	-	February 2025	$	19,039	17,686			July 2020	-	May 2025	$	12,310	4,289
2018									April 2022	-	September 2026	$	21,473	10,311
2019									April 2022	-	July 2027	$	16,404	11,836
2020									September 2021	-	May 2027	$	4,584	4,304
Total active securitizations						36,099								31,937
Debt issuance costs						(75		)						(56		)
Total						$	36,024							$	31,881

_________________


(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 ~~special purpose entities~~SPEs which are also VIEs that meet the requirements to be consolidated in our financial statements. Refer to Note 8 ~~- "Variable Interest Entities"~~ to our condensed consolidated financial statements ~~in this Form 10-Q~~ for further discussion.

~~Senior Notes and Other~~ Unsecured Debt We periodically access the unsecured debt capital markets through the issuance of senior unsecured ~~notes, predominantly from registered shelves in~~notes. At March 31, 2020, the ~~U.S., Europe and Mexico. At September 30, 2017, the par value~~aggregate principal amount of our outstanding unsecured senior notes was ~~$35.2~~$45.0 billion.

We issue other unsecured debt through commercial paper offerings and other bank and non-bank funding sources. At ~~September 30, 2017,~~March 31, 2020, we had ~~$1.3~~$2.6 billion of this type of unsecured debt ~~outstanding.~~outstanding, of which $804 million was issued under the U.S. commercial paper program.

Support Agreement At ~~September 30, 2017,~~March 31, 2020 and December 31, 2019, our earning assets leverage ratio calculated in accordance with the terms of the Support Agreement was ~~10.23,~~9.32x and 8.30x, and the applicable leverage ratio threshold was ~~11.50.~~11.50x. The increase in

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the earning assets leverage ratio is primarily due to decreased shareholders' equity as result of a $643 million adoption impact of ASU 2016-13, a $543 million impact of foreign currency translation adjustments and unrealized losses on cash flow hedges included in other comprehensive loss; and a $400 million dividend on our common stock paid to GM.

We expect to pay an additional $400 million dividend on our common stock to GM in the nine months ending December 31, 2020. Future dividends to GM will depend on several factors including business and economic conditions, our financial condition, earnings, liquidity requirements and leverage ratio.

Contractual ObligationsThe 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	$	20	$	27	$	26	$	24	$	24	$	21	$	65	$	207
Secured debt	26,123		12,698		4,862		1,630		914		—		—		46,227
Unsecured debt	9,999		10,685		7,977		5,766		4,952		5,003		5,171		49,553
Interest payments^(a)	2,249		1,620		1,036		766		488		270		231		6,660
	$	38,391	$	25,030	$	13,901	$	8,186	$	6,378	$	5,294	$	5,467	$	102,647

_________________


(a)	Interest payments were determined using the interest rate in effect at March 31, 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 earning assets and debt at March 31, 2020:



	2020		2021		2022		2023 & Thereafter
Encumbered assets	$	34,923	$	51,898	$	58,398	$	61,799
Unencumbered assets	16,108		28,439		43,975		53,750
Total assets	51,031		80,337		102,373		115,549

Secured debt	26,123		38,821		43,683		46,227
Unsecured debt	9,999		20,684		28,661		49,553
Total debt^(a)	36,122		59,505		72,344		95,780
Net excess liquidity	$	14,909	$	20,832	$	30,029	$	19,769

_________________


(a)	Excludes unamortized debt premium/(discount), unamortized debt issuance costs, and fair value adjustments.

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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 ~~Securities and Exchange Commission (SEC),~~SEC, including our ~~Annual Report on~~2019 Form ~~10-K for the year ended December 31, 2016.~~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;~~financing, including credit facilities, securitization programs and secured and unsecured debt issuances;

the adequacy of our ~~joint venture in China, which we cannot operate solely~~underwriting criteria for ~~our benefit~~loans and ~~over which we have limited control;~~

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 ~~cars~~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;

~~foreign currency exchange rate fluctuations;~~

our ~~financial condition~~joint ventures in the Asia/Pacific region, which we cannot operate solely for our benefit and ~~liquidity, as well as future cash flows and earnings;~~over which we have limited control;

changes in ~~general economic~~the determination of LIBOR and ~~business conditions;~~

~~competition;~~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;~~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 ~~business strategy, including expansion of product lines and credit risk appetite, acquisitions and divestitures; and~~

~~risks and uncertainties associated with the consummation of the sale of GM's European Business to Peugeot S.A., including satisfaction of the closing~~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.

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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 ~~significant~~material changes in our exposure to market risk since December 31, ~~2016.~~2019. Refer to Item 7A7A. - "Quantitative and Qualitative Disclosures About Market Risk" in our ~~2016~~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 ~~specified in the SEC's rules and forms~~ 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, 2017.~~March 31, 2020. Based on this evaluation required by paragraph (b) of ~~Rule~~Rules 13a-15 ~~and/or~~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, 2017.~~

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~~GENERAL MOTORS FINANCIAL COMPANY, INC.~~

March 31, 2020.

Changes in Internal Control ~~Over~~over Financial Reporting There ~~have not been any~~were no changes in our internal control over financial reporting during the ~~three months~~quarter ended ~~September 30, 2017,~~March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, due to the onset of 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 ~~-"Commitments and Contingencies"~~ to our condensed consolidated financial statements for information relating to certain legal proceedings.

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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 coronavirus disease 2019, or “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.

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. In addition, auctions of used vehicles have been significantly reduced due to the closure of most physical vehicle auction sites as a result of the COVID-19 pandemic, and the auction prices for used vehicles have also decreased. Consequently, if a vehicle is repossessed while the auction market is not fully functioning, the sale proceeds for such vehicle may be lower than expected and result in losses.

We ~~face~~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. As the COVID-19 pandemic continues to negatively impact the used vehicle market, we updated the residual value estimates on our lease portfolio to reflect lower than expected pricing on vehicles sold at auction. Our inability to recover the estimated residual value of the leased vehicles may reduce the profitability of our lease program and financial results. Further, a ~~number~~material decrease in the residual value of the lease portfolio could result in an impairment charge, which would adversely affect our financial results.

A material portion of our retail finance business, and substantially all our commercial lending activities, consist of financing associated with the sale and lease of new GM vehicles and our relationship with GM-franchised dealerships. Given the reliance of our operations on GM-franchised dealerships, we have significant ~~risks~~exposure to their financial condition. Dealers operate in a highly competitive market, and ~~uncertainties~~GM-franchised dealers are vulnerable to both decreased demand for new GM vehicles and periods of economic slowdown or recession. Furthermore, many GM dealerships have temporarily closed and more may close in ~~connection~~the near future in light of the COVID-19 pandemic. Negative changes in the financial condition of GM-franchised dealers could result in decreased loan and lease originations in our retail financing portfolio, reduced demand for financing of dealer inventory, construction projects and working capital and increased defaults and net loss rates in our commercial lending portfolio, which in turn could adversely impact our profitability and financial results.

In addition, GM has temporarily suspended manufacturing operations in North America and South America. If the COVID-19 pandemic and government measures intended to slow the spread of COVID-19 result in significant changes in GM's liquidity, capital position and access to the capital markets, or the production or sales of GM vehicles to retail loan and lease customers, such changes could significantly adversely affect our business, financial condition, liquidity, and results of operations.

In an effort to assist our customers impacted by the COVID-19 pandemic, we continue to work with our ~~operations. Our business,~~retail loan and lease customers on an individual basis to provide payment deferments, due date changes, late fee waivers and other assistance programs. For our floorplan dealers, we ceased curtailment payments for 90 days and have offered an option to defer floorplan interest for 90 days. We have also offered deferred payment options for mortgage and term loans for 90 days. These programs may negatively impact our results of operations and ~~financial condition~~liquidity in the near term and, if not effective in mitigating the effect of COVID-19 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 could enact 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 enacted or expanded, 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 ~~materially adversely affected by these risks factors. There have been no material changes~~predicted, including new information which may emerge concerning the severity of the COVID-19 pandemic and the actions taken to contain it or treat its impact. We cannot predict how legal and regulatory responses to the ~~Risk Factors disclosed in~~pandemic and related economic problems will affect our ~~2016 Form 10-K.~~business or that of GM.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Item 6. Exhibits



3.1	~~Certificate of Amendment to~~ Amended and Restated Certificate of Formation of General Motors Financial Company, Inc. (formerly known as AmeriCredit Corp.), ~~dated September~~incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on October 1, ~~2017, as corrected by the Certificate of Correction, dated September 7, 2017~~2010.	~~Filed Herewith~~Incorporated by Reference

3.2	~~Statement~~Certificate of ~~Resolution Establishing~~Amendment to the ~~Designation~~Amended and Restated Certificate of ~~Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A~~Formation of General Motors Financial Company, Inc., incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed on July 21, 2016.	Incorporated by Reference

3.3	Certificate of Amendment to the Amended and Restated Certificate of Formation of General Motors Financial Company, Inc., incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed on April 28, 2017.	Incorporated by Reference

3.4	Certificate of Amendment to the Amended and Restated Certificate of Formation of General Motors Financial Company, Inc., as corrected by the Certificate of Correction, incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed on October 24, 2017.	Incorporated by Reference

3.5	Second Amended and Restated Bylaws of General Motors Financial Company, Inc., incorporated herein by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q, filed on July 21, 2016.	Incorporated by Reference

4.1	Thirty–Sixth Supplemental Indenture, dated January 9, 2020, between General Motors Financial Company, Inc. and Wells Fargo Bank, National Association, as trustee, with respect to the 2.900% Senior Notes due 2025, incorporated herein by reference to Exhibit 4.2 to the Current Report on Form ~~8-K,~~8–K, filed ~~September 20, 2017~~on January 9, 2020.	Incorporated by Reference

31.1	~~Officers' Certifications of Periodic Report pursuant to~~ Section 302 Certification of ~~Sarbanes-Oxley Act of 2002~~the Chief Executive Officer	Filed Herewith

~~32.1~~31.2	~~Officers' Certifications~~Section 302 Certification of ~~Periodic Report pursuant~~the Chief Financial Officer	Filed Herewith

32	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished ~~with~~ ~~this Report~~ Herewith

101.INS	XBRL Instance Document	Filed Herewith

101.SCH	XBRL Taxonomy Extension Schema Document	Filed Herewith

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed Herewith

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed Herewith

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed Herewith

101.PRE	XBRL Taxonomy Presentation Linkbase Document	Filed Herewith

~~__________~~


*	~~The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request.~~

Instruments defining the rights of holders of certain issues of long-term debt of General Motors Financial Company, Inc. have not been filed as exhibits because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of General Motors Financial Company, Inc. General Motors Financial Company, Inc. will furnish a copy of each such instrument to the SEC upon request.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

~~SIGNATURE~~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.



			General Motors Financial Company, Inc.
			(Registrant)

Date:	~~October 24, 2017~~May 6, 2020	By:	/S~~/ CHRIS~~ ~~A. CHOATE~~ S/ SUSAN B. SHEFFIELD
			~~(Signature)~~
			~~Chris A. Choate~~Susan B. Sheffield
			Executive Vice President and
			Chief Financial Officer

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	September 30, 2017			December 31, 2016
Outstanding recorded investment	$	2,170		$	1,920
Less: allowance for loan losses	(328		)	(276		)
Outstanding recorded investment, net of allowance	$	1,842		$	1,644
Unpaid principal balance	$	2,210		$	1,967



	Income (Losses) Recognized In Income
	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017		2016
Fair value hedges
Interest rate contracts^(a)(b)	$	9	$	6		$	38	$	26
Cash flow hedges
Interest rate contracts^(a)	2		(1		)	1		(2		)
Foreign currency contracts^(c)	44		(1		)	99		(1		)
Derivatives not designated as hedges
Interest rate contracts^(a)	16		4			7		7
Foreign currency contracts^(c)(d)	37		—			72		—
Total	$	108	$	8		$	217	$	30



	Three Months Ended September 30, 2017
	North America		International		Total
Total revenue	$	2,868	$	293	$	3,161
Operating expenses	265		81		346
Leased vehicle expenses	1,662		8		1,670
Provision for loan losses	177		27		204
Interest expense	536		136		672
Equity income	—		41		41
Income from continuing operations before income taxes	$	228	$	82	$	310



	Three Months Ended September 30, 2016
	North America		International		Total
Total revenue	$	2,092	$	268	$	2,360
Operating expenses	240		87		327
Leased vehicle expenses	1,194		3		1,197
Provision for loan losses	147		20		167
Interest expense	383		128		511
Equity income	—		36		36
Income from continuing operations before income taxes	$	128	$	66	$	194



	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	—		$	3,546		$	430		$	—		$	3,976
Finance receivables, net	—			10,097			30,767			—			40,864
Leased vehicles, net	—			—			41,775			—			41,775
Goodwill	1,095			—			106			—			1,201
Equity in net assets of non-consolidated affiliate	—			—			1,119			—			1,119
Related party receivables	—			38			301			—			339
Other assets	855			1,230			3,933			(1,251		)	4,767
Assets held for sale	—			—			12,095			(1		)	12,094
Due from affiliates	32,762			19,467			—			(52,229		)	—
Investment in affiliates	10,177			5,610			—			(15,787		)	—
Total assets	$	44,889		$	39,988		$	90,526		$	(69,268	)	$	106,135
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt	$	—		$	—		$	41,177		$	(402	)	$	40,775
Unsecured debt	34,047			—			4,216			—			38,263
Deferred income	—			—			3,066			—			3,066
Related party payables	2			—			251			—			253
Other liabilities	369			772			2,157			(849		)	2,449
Liabilities held for sale	—			—			10,864			(6		)	10,858
Due to affiliates	—			32,576			19,648			(52,224		)	—
Total liabilities	34,418			33,348			81,379			(53,481		)	95,664
Shareholders' equity
Common stock	—			—			698			(698		)	—
Preferred stock	—			—			—			—			—
Additional paid-in capital	7,514			79			3,450			(3,529		)	7,514
Accumulated other comprehensive loss	(935		)	(107		)	(874		)	981			(935		)
Retained earnings	3,892			6,668			5,873			(12,541		)	3,892
Total shareholders' equity	10,471			6,640			9,147			(15,787		)	10,471
Total liabilities and shareholders' equity	$	44,889		$	39,988		$	90,526		$	(69,268	)	$	106,135



Average Earning Assets	Three Months Ended September 30,				2017 vs. 2016
	2017		2016		Change excluding FX		FX		Total change		%
Average retail finance receivables	$	31,796	$	24,740	$	6,905	$	151	$	7,056	28.5	%
Average commercial finance receivables	9,617		6,161		3,397		59		3,456		56.1	%
Average finance receivables	41,413		30,901		10,302		210		10,512		34.0	%
Average leased vehicles, net	40,789		29,971		10,736		82		10,818		36.1	%
Average earning assets	$	82,202	$	60,872	$	21,038	$	292	$	21,330	35.0	%

Retail finance receivables purchased	$	4,686	$	4,159	$	495	$	32	$	527	12.7	%
Leased vehicles purchased	$	6,557	$	6,129	$	411	$	17	$	428	7.0	%