General Motors Financial 10Q 2023 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2023


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

For the transition period from ________________ to ________________

Commission file number 1-10667

______________________________________________

General Motors Financial Company, Inc.

(Exact name of registrant as specified in its charter)


Texas						75-2291093
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

801 Cherry Street, Suite 3500, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
5.250% Senior Notes due 2026	GM/26	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 23, 2023, there were 5,050,000 shares of the registrant’s common stock, par value $0.0001 per share, outstanding. All shares of the registrant’s common stock are owned by General Motors Holdings LLC, a wholly-owned subsidiary of General Motors Company.

The registrant is a wholly-owned subsidiary of General Motors Company and meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Quarterly Report on Form 10-Q with a reduced disclosure format as permitted by Instruction H(2).

INDEX


		Page
PART I
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Income (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)	4
	Notes to Condensed Consolidated Financial Statements	5
	Note 1. Summary of Significant Accounting Policies	5
	Note 2. Related Party Transactions	5
	Note 3. Finance Receivables	7
	Note 4. Leased Vehicles	10
	Note 5. Equity in Net Assets of Nonconsolidated Affiliates	10
	Note 6. Debt	11
	Note 7. Variable Interest Entities and Other Transfers of Finance Receivables	11
	Note 8. Derivative Financial Instruments and Hedging Activities	12
	Note 9. Commitments and Contingencies	14
	Note 10. Shareholders' Equity	15
	Note 11. Income Taxes	15
	Note 12. Segment Reporting	16
	Note 13. Regulatory Capital and Other Regulatory Matters	16
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
PART II
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 6.	Exhibits	28
	Signature	29

Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

PART I

Item 1. Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts) (Unaudited)


	September 30, 2023		December 31, 2022
ASSETS
Cash and cash equivalents	$	4,112	$	4,005
Finance receivables, net of allowance for loan losses $2,258 and $2,096 (Note 3; Note 7)	81,650		74,514
Leased vehicles, net (Note 4; Note 7)	31,061		32,701
Goodwill and intangible assets	1,182		1,171
Equity in net assets of nonconsolidated affiliates (Note 5)	1,691		1,665
Related party receivables (Note 2)	869		495
Other assets (Note 7)	9,423		7,995
Total assets	$	129,986	$	122,545
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Secured debt (Note 6; Note 7)	$	45,271	$	42,131
Unsecured debt (Note 6)	57,244		54,723
Deferred income	2,308		2,248
Related party payables (Note 2)	477		115
Other liabilities	9,274		8,318
Total liabilities	114,574		107,535
Commitments and contingencies (Note 9)
Shareholders' equity (Note 10)
Common stock, $0.0001 par value per share	—		—
Preferred stock, $0.01 par value per share	—		—
Additional paid-in capital	8,770		8,742
Accumulated other comprehensive income (loss)	(1,302)		(1,373)
Retained earnings	7,944		7,641
Total shareholders' equity	15,412		15,010
Total liabilities and shareholders' equity	$	129,986	$	122,545

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

Amounts may not add due to rounding.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue
Finance charge income	$	1,621	$	1,158	$	4,480	$	3,230
Leased vehicle income	1,820		1,912		5,458		5,967
Other income	200		118		543		292
Total revenue	3,641		3,187		10,481		9,489
Costs and expenses
Operating expenses	461		436		1,359		1,202
Leased vehicle expenses	998		939		3,048		2,650
Provision for loan losses (Note 3)	235		180		533		500
Interest expense	1,240		764		3,374		1,984
Total costs and expenses	2,933		2,320		8,314		6,336
Equity income (Note 5)	33		44		111		148
Income before income taxes	741		911		2,278		3,301
Income tax provision (Note 11)	184		223		565		822
Net income (loss)	558		688		1,713		2,479
Less: cumulative dividends on preferred stock	30		30		89		89
Net income (loss) attributable to common shareholder	$	528	$	659	$	1,624	$	2,390

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income (loss)	$	558	$	688	$	1,713	$	2,479
Other comprehensive income (loss), net of tax (Note 10)
Unrealized gain (loss) on hedges, net of income tax (expense) benefit of $(26), $—, $(13), $(37)	80		(1)		38		114
Foreign currency translation adjustment	(70)		(175)		32		(244)
Other comprehensive income (loss), net of tax	10		(176)		70		(130)
Comprehensive income (loss)	$	568	$	512	$	1,783	$	2,349

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

Amounts may not add due to rounding.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In millions) (Unaudited)


	Common Stock		Preferred Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders' Equity
Balance at January 1, 2022	$	—	$	—	$	8,692	$	(1,273)	$	6,375	$	13,794
Net income (loss)	—		—		—		—		962		962
Other comprehensive income (loss)	—		—		—		238		—		238
Stock-based compensation	—		—		10		—		—		10
Balance at March 31, 2022	—		—		8,701		(1,034)		7,337		15,004
Net income (loss)	—		—		—		—		829		829
Other comprehensive income (loss)	—		—		—		(192)		—		(192)
Stock-based compensation	—		—		11		—		—		11
Dividends paid (Note 10)	—		—		—		—		(750)		(750)
Dividends declared on preferred stock (Note 10)	—		—		—		—		(59)		(59)
Balance at June 30, 2022	—		—		8,713		(1,226)		7,357		14,844
Net income (loss)	—		—		—		—		688		688
Other comprehensive income (loss)	—		—		—		(176)		—		(176)
Stock based compensation	—		—		10		—		—		10
Dividends paid (Note 10)	—		—		—		—		(275)		(275)
Balance at September 30, 2022	$	—	$	—	$	8,723	$	(1,402)	$	7,770	$	15,091

Balance at January 1, 2023	$	—	$	—	$	8,742	$	(1,373)	$	7,641	$	15,010
Net income (loss)	—		—		—		—		584		584
Other comprehensive income (loss)	—		—		—		49		—		49
Stock-based compensation	—		—		7		—		—		7
Dividends paid (Note 10)	—		—		—		—		(450)		(450)
Balance at March 31, 2023	—		—		8,749		(1,323)		7,775		15,201
Net income (loss)	—		—		—		—		571		571
Other comprehensive income (loss)	—		—		—		11		—		11
Stock-based compensation	—		—		11		—		—		11
Dividends paid (Note 10)	—		—		—		—		(450)		(450)
Dividends declared on preferred stock (Note 10)	—		—		—		—		(59)		(59)
Balance at June 30, 2023	—		—		8,760		(1,312)		7,837		15,284
Net income (loss)	—		—		—		—		558		558
Other comprehensive income (loss)	—		—		—		10		—		10
Stock based compensation	—		—		10		—		—		10
Dividends paid (Note 10)	—		—		—		—		(450)		(450)
Balance at September 30, 2023	$	—	$	—	$	8,770	$	(1,302)	$	7,944	$	15,412

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

Amounts may not add due to rounding.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions) (Unaudited)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities
Net income (loss)	$	1,713	$	2,479
Depreciation and amortization	3,935		3,801
Accretion and amortization of loan and leasing fees	(995)		(950)
Undistributed earnings of nonconsolidated affiliates, net	(111)		(122)
Provision for loan losses	533		500
Deferred income taxes	(15)		353
Stock-based compensation expense	29		32
Gain on termination of leased vehicles	(664)		(990)
Other operating activities	(160)		(116)
Changes in assets and liabilities:
Other assets	(510)		(1,298)
Other liabilities	701		259
Related party payables	406		(118)
Net cash provided by (used in) operating activities	4,862		3,829
Cash flows from investing activities
Purchases and funding of finance receivables, net	(27,675)		(26,557)
Principal collections and recoveries on finance receivables	21,132		20,604
Net change in floorplan and other short-duration receivables	(701)		(2,655)
Purchases of leased vehicles, net	(10,247)		(9,062)
Proceeds from termination of leased vehicles	9,860		11,052
Capital contribution to nonconsolidated affiliates	—		(26)
Other investing activities	(272)		(83)
Net cash provided by (used in) investing activities	(7,903)		(6,726)
Cash flows from financing activities
Net change in debt (original maturities less than three months)	(24)		1,189
Borrowings and issuances of secured debt	23,898		23,385
Payments on secured debt	(20,827)		(21,927)
Borrowings and issuances of unsecured debt	13,441		10,420
Payments on unsecured debt	(10,823)		(9,409)
Debt issuance costs	(116)		(106)
Dividends paid	(1,469)		(1,144)
Net cash provided by (used in) financing activities	4,080		2,408
Net increase (decrease) in cash, cash equivalents and restricted cash	1,038		(488)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	41		(11)
Cash, cash equivalents and restricted cash at beginning of period	6,676		7,183
Cash, cash equivalents and restricted cash at end of period	$	7,755	$	6,684

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


	September 30, 2023
Cash and cash equivalents	$	4,112
Restricted cash included in other assets	3,643
Total	$	7,755

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

Amounts may not add due to rounding.

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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 consolidated financial statements include our accounts and the accounts of our consolidated subsidiaries, including certain special purpose entities (SPEs) utilized in secured financing transactions, which are considered variable interest entities (VIEs). All intercompany transactions and accounts have been eliminated in consolidation.

The consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles (GAAP) in the U.S. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on January 31, 2023 (2022 Form 10-K). Except as otherwise specified, dollar amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding.

The condensed consolidated financial statements at September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, are unaudited and, in management’s opinion, include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations. The results for interim periods are not necessarily indicative of results for a full year. The condensed consolidated balance sheet at December 31, 2022 was derived from audited annual financial statements.

Segment Information We are the wholly-owned captive finance subsidiary of General Motors Company (GM). We offer substantially similar products and services throughout many different regions, subject to local regulations and market conditions. We evaluate our business in two operating segments: North America (North America Segment) and International (International Segment). Our North America Segment includes operations in the U.S. and Canada. Our International Segment includes operations in Brazil, Chile, Colombia, Mexico and Peru, as well as our equity investments in joint ventures in China.

Recently Adopted Accounting Standards In March 2022, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" (ASU 2022-02), which eliminates the accounting guidance for troubled debt restructurings (TDRs) and enhances certain disclosure requirements. We adopted ASU 2022-02 on a modified retrospective basis on January 1, 2023. The impact of the adoption of ASU 2022-02 was insignificant. Refer to Note 3 for additional information.

Note 2. Related Party Transactions

We offer loan and lease finance products through GM-franchised dealers to customers purchasing new vehicles manufactured by GM and certain used vehicles and make commercial loans directly to GM-franchised dealers and their affiliates. We also offer commercial loans to dealers that are consolidated by GM and those balances are included in finance receivables, net.

Under subvention programs, GM makes cash payments to us for offering incentivized rates and structures on retail loan and lease finance products. In addition, GM makes cash payments to us to cover interest payments on certain commercial loans we make to GM-franchised dealers. We received subvention payments from GM of $629 million and $732 million for the three months ended September 30, 2023 and 2022, and $2.3 billion and $1.7 billion for the nine months ended September 30, 2023 and 2022. Subvention due from GM is recorded as a related party receivable.

Amounts due to GM for commercial finance receivables originated but not yet funded are recorded as a related party payable.

Cruise is the GM global segment responsible for the development and commercialization of autonomous vehicle technology. We have a multi-year credit agreement with Cruise whereby we may provide advances to Cruise, over time, through 2024, to fund the purchase of autonomous vehicles from GM. At September 30, 2023 and December 31, 2022, Cruise had $276 million and $113 million of borrowings outstanding and access to an additional $4.3 billion in advances under the credit agreement. Amounts due from Cruise are included in finance receivables, net.

We are included in GM's consolidated U.S. federal income tax returns and certain U.S. state returns, and we are obligated to pay GM for our share of the related tax liabilities. During the nine months ended September 30, 2023 and 2022, we made payments of $67 million and $508 million to GM for state and federal income taxes related to the tax years 2020 through 2023. Amounts owed to GM for income taxes are recorded as a related party payable.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following tables present related party transactions:


Balance Sheet Data	September 30, 2023		December 31, 2022
Commercial finance receivables, net due from dealers consolidated by GM	$	163	$	187
Cruise receivables	$	276	$	113
Subvention receivable	$	837	$	469
Commercial loan funding payable	$	62	$	105
Taxes payable	$	412	$	8


	Three Months Ended September 30,				Nine Months Ended September 30,
Income Statement Data	2023		2022		2023		2022
Interest subvention earned on retail finance receivables(a)	$	289	$	242	$	826	$	674
Interest subvention earned on commercial finance receivables(a)	$	30	$	17	$	79	$	41
Leased vehicle subvention earned(b)	$	382	$	456	$	1,165	$	1,503

_________________

(a) Included in finance charge income.

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

Under the support agreement with GM (the Support Agreement), if our earning assets leverage ratio at the end of any calendar quarter exceeds the applicable threshold set in the Support Agreement, we may require GM to provide funding sufficient to bring our earning assets leverage ratio within the applicable threshold. In determining our earning assets leverage ratio (net earning assets divided by adjusted equity) under the Support Agreement, net earning assets means our finance receivables, net, plus leased vehicles, net, and adjusted equity means our equity, net of goodwill and inclusive of outstanding junior subordinated debt, as each may be adjusted for derivative accounting from time to time.

Additionally, the Support Agreement provides that GM will own all of our outstanding voting shares as long as we have any unsecured debt securities outstanding. GM also agrees to certain provisions in the Support Agreement intended to ensure we maintain adequate access to liquidity. Pursuant to these provisions, GM provides us with a $1.0 billion junior subordinated unsecured intercompany revolving credit facility, and GM will 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 $14.1 billion of GM's unsecured revolving credit facilities consisting of a five-year, $10.0 billion facility and a three-year, $4.1 billion facility. We also have exclusive access to GM's $2.0 billion 364-day revolving credit facility (GM Revolving 364-day Credit Facility). We had no borrowings outstanding under any of the GM revolving credit facilities at September 30, 2023 and December 31, 2022.

In March 2023, GM renewed and reduced the total borrowing capacity of the five-year, $11.2 billion facility to $10.0 billion, which now matures on March 31, 2028. GM also renewed and reduced the total borrowing capacity of the three-year, $4.3 billion facility to $4.1 billion, which now matures on March 31, 2026, and renewed the GM Revolving 364-day Credit Facility, which now matures on March 30, 2024.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 3. Finance Receivables


	September 30, 2023		December 31, 2022
Retail finance receivables
Retail finance receivables, net of fees(a)	$	71,704	$	65,322
Less: allowance for loan losses	(2,224)		(2,062)
Total retail finance receivables, net	69,480		63,260
Commercial finance receivables
Commercial finance receivables, net of fees(b)	12,204		11,288
Less: allowance for loan losses	(34)		(34)
Total commercial finance receivables, net	12,170		11,254
Total finance receivables, net	$	81,650	$	74,514
Fair value utilizing Level 2 inputs	$	12,170	$	11,254
Fair value utilizing Level 3 inputs	$	68,690	$	62,150

________________

(a) Net of unearned income, unamortized premiums and discounts, and deferred fees and costs.

(b) Net of dealer cash management balances of $2.4 billion and $1.9 billion at September 30, 2023 and December 31, 2022.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Allowance for retail loan losses beginning balance	$	2,166	$	1,987	$	2,062	$	1,839
Provision for loan losses	236		179		534		506
Charge-offs	(366)		(289)		(1,012)		(811)
Recoveries	196		171		573		510
Foreign currency translation and other	(8)		(4)		66		—
Allowance for retail loan losses ending balance	$	2,224	$	2,044	$	2,224	$	2,044

The allowance for retail loan losses as a percentage of retail finance receivables, net was 3.1% at September 30, 2023 and 3.2% at December 31, 2022.

Retail Credit Quality Our retail finance receivables portfolio includes loans made to consumers and businesses to finance the purchase of vehicles for personal and commercial use. The following tables are consolidated summaries of the amortized cost of the retail finance receivables by FICO score or its equivalent, determined at origination, for each vintage of the portfolio at September 30, 2023 and December 31, 2022:


	Year of Origination												September 30, 2023
	2023		2022		2021		2020		2019		Prior		Total		Percent
Prime - FICO Score 680 and greater	$	19,330	$	17,114	$	10,013	$	5,602	$	1,325	$	467	$	53,851	75.1	%
Near-prime - FICO Score 620 to 679	2,556		2,485		1,930		1,031		420		179		8,600		12.0
Sub-prime - FICO Score less than 620	2,391		2,608		2,085		1,145		676		348		9,253		12.9
Retail finance receivables, net of fees	$	24,278	$	22,207	$	14,028	$	7,777	$	2,421	$	994	$	71,704	100.0	%

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


	Year of Origination												December 31, 2022
	2022		2021		2020		2019		2018		Prior		Total		Percent
Prime - FICO Score 680 and greater	$	22,677	$	13,399	$	7,991	$	2,254	$	1,019	$	205	$	47,543	72.8	%
Near-prime - FICO Score 620 to 679	3,202		2,601		1,487		688		310		104		8,392		12.8
Sub-prime - FICO Score less than 620	3,211		2,746		1,604		1,051		496		280		9,388		14.4
Retail finance receivables, net of fees	$	29,090	$	18,745	$	11,081	$	3,992	$	1,824	$	589	$	65,322	100.0	%

We review the ongoing credit quality of our retail finance receivables based on customer payment activity. A retail account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date the payment was contractually due. Retail finance receivables are collateralized by vehicle titles, and, subject to local laws, we generally have the right to repossess the vehicle in the event the customer defaults on the payment terms of the contract. The following tables are consolidated summaries of the amortized cost of retail finance receivables by delinquency status, for each vintage of the portfolio at September 30, 2023 and December 31, 2022, as well as summary totals for September 30, 2022. The first table also presents our charge-offs for the nine months ended September 30, 2023 by vintage:


	Year of Origination												September 30, 2023				September 30, 2022
	2023		2022		2021		2020		2019		Prior		Total		Percent		Total		Percent
0 - 30 days	$	24,021	$	21,631	$	13,489	$	7,478	$	2,242	$	873	$	69,735	97.3	%	$	61,836	97.4	%

31 - 60 days	187		408		389		219		133		88		1,424		2.0		1,185		1.9
Greater than 60 days	59		146		135		73		43		31		488		0.7		394		0.6
Finance receivables more than 30 days delinquent	246		555		524		292		175		119		1,911		2.7		1,579		2.5
In repossession	11		21		14		7		4		2		58		0.1		46		0.1
Finance receivables more than 30 days delinquent or in repossession	257		575		538		299		179		121		1,969		2.7		1,625		2.6
Retail finance receivables, net of fees	$	24,278	$	22,207	$	14,028	$	7,777	$	2,421	$	994	$	71,704	100.0	%	$	63,461	100.0	%
Charge-offs	$	52	$	355	$	303	$	148	$	85	$	69	$	1,012


	Year of Origination												December 31, 2022
	2022		2021		2020		2019		2018		Prior		Total		Percent
0 - 30 days	$	28,676	$	18,128	$	10,702	$	3,743	$	1,685	$	493	$	63,426	97.1	%

31 - 60 days	310		452		275		184		103		69		1,393		2.1
Greater than 60 days	93		150		98		62		35		26		465		0.7
Finance receivables more than 30 days delinquent	403		603		373		246		138		95		1,857		2.8
In repossession	11		14		6		4		2		1		39		0.1
Finance receivables more than 30 days delinquent or in repossession	414		617		380		249		140		96		1,896		2.9
Retail finance receivables, net of fees	$	29,090	$	18,745	$	11,081	$	3,992	$	1,824	$	589	$	65,322	100.0	%

The accrual of finance charge income had been suspended on retail finance receivables with contractual amounts due of $731 million and $685 million at September 30, 2023 and December 31, 2022. Accrual of finance charge income on retail finance receivables is generally suspended on accounts that are more than 60 days delinquent, accounts in bankruptcy and accounts in repossession.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Loan Modifications Under certain circumstances, we may agree to modify the terms of an existing loan with a borrower for various reasons, including financial difficulties. For those borrowers experiencing financial difficulties, we may provide payment deferments, term extensions or a combination thereof. A loan that is deferred greater than six months in the preceding twelve months would be considered to be other-than-insignificantly delayed. In such circumstances, we must determine whether the modification should be accounted for as an extinguishment of the original loan and a creation of a new loan, or the continuation of the original loan with modifications.

The effect of these modifications is already included in the allowance for credit losses because our estimated allowance represents currently expected credit losses. A change to the allowance for credit losses is generally not recorded upon modification.

The amortized cost at September 30, 2023 of the loans modified during the three and nine months ended September 30, 2023 was insignificant. The unpaid principal balances, net of recoveries, of loans charged off during the reporting period that were modified within 12 months preceding default were insignificant for the three and nine months ended September 30, 2023.

Commercial Credit Quality Our commercial finance receivables consist of dealer financings, primarily for dealer inventory purchases. Proprietary models are used to assign a risk rating to each dealer. We perform periodic credit reviews of each dealership and adjust the dealership's risk rating, if necessary.

Our commercial risk model and risk rating categories are as follows:


Dealer Risk Rating						Description
I						Performing accounts with strong to acceptable financial metrics with at least satisfactory capacity to meet financial commitments.
II						Performing accounts experiencing potential weakness in financial metrics and repayment prospects resulting in increased monitoring.
III						Non-Performing accounts with inadequate paying capacity for current obligations and that have the distinct possibility of creating a loss if deficiencies are not corrected.
IV						Non-Performing accounts with inadequate paying capacity for current obligations and inherent weaknesses that make collection or liquidation in full highly questionable or improbable.

Dealers with III and IV risk ratings are subject to additional monitoring and restrictions on funding, including suspension of lines of credit and liquidation of assets. The following tables summarize the credit risk profile by dealer risk rating of commercial finance receivables at September 30, 2023 and December 31, 2022:


	Year of Origination														September 30, 2023
Dealer Risk Rating	Revolving		2023		2022		2021		2020		2019		Prior		Total		Percent
I	$	10,252	$	320	$	541	$	309	$	321	$	94	$	36	$	11,874	97.3	%
II	142		—		2		1		—		—		—		146		1.2
III	150		—		16		9		—		8		—		184		1.6
IV	—		—		—		—		—		—		—		—		—
Balance at end of period	$	10,545	$	320	$	559	$	320	$	322	$	102	$	36	$	12,204	100.0	%


	Year of Origination														December 31, 2022
Dealer Risk Rating	Revolving		2022		2021		2020		2019		2018		Prior		Total		Percent
I	$	9,624	$	566	$	361	$	372	$	102	$	45	$	24	$	11,094	98.3	%
II	89		—		1		—		—		—		—		91		0.8
III	78		15		—		—		10		—		—		104		0.9
IV	—		—		—		—		—		—		—		—		—
Balance at end of period	$	9,791	$	581	$	363	$	372	$	112	$	45	$	25	$	11,288	100.0	%

Floorplan advances comprise 95% and 97% of the total revolving balances at September 30, 2023 and December 31, 2022. Dealer term loans are presented by year of origination.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

At September 30, 2023 and December 31, 2022, substantially all of our commercial finance receivables were current with respect to payment status, and activity in the allowance for commercial loan losses was insignificant for the three and nine months ended September 30, 2023 and 2022. There were no commercial finance receivables on nonaccrual status at September 30, 2023 and December 31, 2022.

During the nine months ended September 30, 2023, there were insignificant charge-offs and no loan modifications extended to borrowers experiencing financial difficulty.

Note 4. Leased Vehicles


	September 30, 2023		December 31, 2022
Leased vehicles	$	43,356	$	46,069
Manufacturer subvention	(4,579)		(5,150)
Net capitalized cost	38,777		40,919
Less: accumulated depreciation	(7,716)		(8,218)
Leased vehicles, net	$	31,061	$	32,701

Depreciation expense related to leased vehicles, net was $1.2 billion for both the three months ended September 30, 2023 and 2022 and $3.7 billion and $3.6 billion for the nine months ended September 30, 2023 and 2022.

The following table summarizes minimum rental payments due to us as lessor under operating leases at September 30, 2023:


	Years Ending December 31,
	2023		2024		2025		2026		2027		Thereafter		Total
Lease payments under operating leases	$	1,415	$	4,319	$	2,554	$	821	$	63	$	2	$	9,172

Note 5. Equity in Net Assets of Nonconsolidated Affiliates

We use the equity method to account for our equity interest in joint ventures. The income of these joint ventures is not consolidated into our financial statements; rather, our proportionate share of the earnings is reflected as equity income.

There have been no ownership changes in our joint ventures since December 31, 2022. The following table presents certain aggregated operating data of our joint ventures:


	Three Months Ended September 30,				Nine Months Ended September 30,
Summarized Operating Data	2023		2022		2023		2022
Finance charge income	$	328	$	391	$	1,071	$	1,266
Income before income taxes	$	127	$	168	$	423	$	564
Net income	$	95	$	126	$	317	$	424

At September 30, 2023 and December 31, 2022, we had undistributed earnings of $906 million and $795 million related to our nonconsolidated affiliates.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6. Debt


	September 30, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Secured debt
Revolving credit facilities	$	4,736	$	4,736	$	3,931	$	3,931
Securitization notes payable	40,534		40,081		38,200		37,537
Total secured debt	45,271		44,817		42,131		41,467
Unsecured debt
Senior notes	47,442		45,523		46,111		43,676
Credit facilities	1,864		1,858		1,473		1,448
Other unsecured debt	7,938		7,956		7,139		7,146
Total unsecured debt	57,244		55,338		54,723		52,270
Total secured and unsecured debt	$	102,515	$	100,155	$	96,854	$	93,738
Fair value utilizing Level 2 inputs			$	98,032			$	91,545
Fair value utilizing Level 3 inputs			$	2,123			$	2,192

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 7 for further information.

During the nine months ended September 30, 2023, we renewed credit facilities with a total borrowing capacity of $17.7 billion, and we issued $18.1 billion in aggregate principal amount of securitization notes payable with an initial weighted average interest rate of 5.49% and maturity dates ranging from 2023 to 2035.

Unsecured Debt During the nine months ended September 30, 2023, we issued $8.3 billion in aggregate principal amount of senior notes with an initial weighted average interest rate of 5.51% and maturity dates ranging from 2026 to 2033.

General Motors Financial Company, Inc. is the sole guarantor of its subsidiaries' unsecured debt obligations for which a guarantee is provided.

Compliance with Debt Covenants Several of our revolving credit facilities require compliance with certain financial and operational covenants as well as regular reporting to lenders, including providing certain subsidiary financial statements. Certain of our secured debt agreements also contain various covenants, including maintaining portfolio performance ratios as well as limits on deferment levels. Our unsecured debt obligations contain covenants including limitations on our ability to incur certain liens. At September 30, 2023, we were in compliance with these debt covenants.

Note 7. Variable Interest Entities and Other Transfers of Finance Receivables

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


	September 30, 2023		December 31, 2022
Restricted cash(a)	$	3,458	$	2,535
Finance receivables, net of fees	$	43,931	$	38,774
Lease related assets	$	16,120	$	18,456
Secured debt	$	45,334	$	42,188

_______________

(a) Included in other assets.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Other Transfers of Finance Receivables Under certain debt agreements, we transfer finance receivables to entities that we do not control through majority voting interest or through contractual arrangements. These transfers do not meet the criteria to be considered sales under GAAP; therefore, the finance receivables and the related debt are included in our condensed consolidated financial statements, similar to the treatment of finance receivables and related debt of our consolidated VIEs. Any collections received on the transferred receivables are available only for the repayment of the related debt. At September 30, 2023 and December 31, 2022, an insignificant amount in finance receivables had been transferred in secured funding arrangements to third-party banks, relating to an insignificant amount in secured debt outstanding.

Note 8. 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, 2023						December 31, 2022
	Notional		Fair Value of Assets		Fair Value of Liabilities		Notional		Fair Value of Assets		Fair Value of Liabilities
Derivatives designated as hedges
Fair value hedges
Interest rate swaps	$	21,820	$	—	$	827	$	19,950	$	—	$	821

Cash flow hedges
Interest rate swaps	1,881		27		4		1,434		34		1
Foreign currency swaps	7,674		20		547		6,852		—		586
Derivatives not designated as hedges
Interest rate contracts	117,215		2,248		2,299		113,975		2,268		1,984

Total	$	148,589	$	2,295	$	3,677	$	142,212	$	2,302	$	3,392

The gross amounts of the fair value of our derivative instruments that are classified as assets or liabilities are included in other assets or other liabilities, respectively. Amounts accrued for interest payments in a net receivable position are included in other assets. Amounts accrued for interest payments in a net payable position are included in other liabilities. All our derivatives are categorized within Level 2 of the fair value hierarchy. The fair value for Level 2 instruments was derived using the market approach based on observable market inputs including quoted prices of similar instruments and foreign exchange and interest rate forward curves.

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 both September 30, 2023 and December 31, 2022, the fair value of derivative instruments that are classified as assets or liabilities available for offset was $1.3 billion. At September 30, 2023 and December 31, 2022, we held $685 million and $553 million of collateral from counterparties that was available for netting against our asset positions. At September 30, 2023 and December 31, 2022, we had $1.7 billion and $1.5 billion of collateral posted to counterparties that was available for netting against our liability positions.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The following amounts were recorded in the condensed consolidated balance sheet related to items designated and qualifying as hedged items in fair value hedging relationships:


	Carrying Amount of Hedged Items				Cumulative Amount of Fair Value Hedging Adjustments(a)
	September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Unsecured debt	$	29,545	$	28,319	$	1,224	$	781

_________________

(a)Includes $615 million and $86 million of unamortized losses remaining on hedged items for which hedge accounting has been discontinued at September 30, 2023 and December 31, 2022.

The table below presents the effect of our derivative financial instruments in the condensed consolidated statements of income:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023				2022				2023				2022
	Interest Expense(a)		Operating Expenses(b)		Interest Expense(a)		Operating Expenses(b)		Interest Expense(a)		Operating Expenses(b)		Interest Expense(a)		Operating Expenses(b)
Fair value hedges
Hedged items - interest rate swaps	$	327	$	—	$	346	$	—	$	443	$	—	$	1,023	$	—
Interest rate swaps	(334)		—		(341)		—		(454)		—		(963)		—
Hedged items - foreign currency swaps(c)	—		—		—		—		—		—		—		23
Foreign currency swaps	—		—		—		—		—		—		(2)		(24)
Cash flow hedges
Interest rate swaps	10		—		4		—		29		—		9		—
Hedged items - foreign currency swaps(c)	—		260		—		470		—		60		—		1,129
Foreign currency swaps	(40)		(260)		(42)		(470)		(114)		(60)		(123)		(1,129)
Derivatives not designated as hedges
Interest rate contracts	48		—		31		—		158		—		59		—
Total income (loss) recognized	$	11	$	—	$	(2)	$	—	$	63	$	—	$	4	$	—

_________________

(a)Total interest expense was $1.2 billion and $764 million for the three months ended September 30, 2023 and 2022, and $3.4 billion and $2.0 billion for the nine months ended September 30, 2023 and 2022.

(b)Total operating expenses were $461 million and $436 million for the three months ended September 30, 2023 and 2022, and $1.4 billion and $1.2 billion for the nine months ended September 30, 2023 and 2022.

(c)Transaction activity recorded in operating expenses related to foreign currency-denominated debt.

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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 comprehensive income:


	Gains (Losses) Recognized In Accumulated Other Comprehensive Income (Loss)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Fair value hedges
Foreign currency swaps	$	—	$	—	$	—	$	(2)
Cash flow hedges
Interest rate swaps	15		(1)		12		9
Foreign currency swaps	(154)		(383)		(81)		(832)
Total	$	(139)	$	(384)	$	(69)	$	(825)


	(Gains) Losses Reclassified From Accumulated Other Comprehensive Income (Loss) Into Income (Loss)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Fair value hedges
Foreign currency swaps	$	—	$	—	$	—	$	2
Cash flow hedges
Interest rate swaps	(7)		(3)		(22)		(6)
Foreign currency swaps	226		386		129		944
Total	$	219	$	383	$	107	$	940

All amounts reclassified from accumulated other comprehensive income (loss) were recorded to interest expense. During the next 12 months, we estimate $20 million in losses will be reclassified into pre-tax earnings from derivatives designated for hedge accounting.

Note 9. Commitments and Contingencies

Legal Proceedings We are subject to various pending and potential legal and regulatory proceedings in the ordinary course of business, including litigation, arbitration, claims, investigations, examinations, subpoenas and enforcement proceedings. Some litigation against us could take the form of class actions. The outcome of these proceedings is inherently uncertain, and thus we cannot confidently predict how or when proceedings will be resolved. An adverse outcome in one or more of these proceedings could result in substantial damages, settlements, fines, penalties, diminished income or reputational harm.

In accordance with the current accounting standards for loss contingencies, we establish reserves for legal matters when it is probable that a loss associated with the matter has been incurred and the amount of the loss can be reasonably estimated. The actual costs of resolving legal matters may be higher or lower than any amounts reserved for these matters. At September 30, 2023, we estimated our reasonably possible legal exposure for unfavorable outcomes to be approximately $157 million, and we have accrued $143 million.

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 $176 million at September 30, 2023.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 10. Shareholders' Equity


	September 30, 2023	December 31, 2022
Common Stock
Number of shares authorized	10,000,000	10,000,000
Number of shares issued and outstanding	5,050,000	5,050,000

During the nine months ended September 30, 2023 and 2022, our Board of Directors declared and paid dividends of $1.4 billion and $1.0 billion on our common stock to General Motors Holdings LLC.


	September 30, 2023	December 31, 2022
Preferred Stock
Number of shares authorized	250,000,000	250,000,000
Number of shares issued and outstanding
Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series A (Series A Preferred Stock)	1,000,000	1,000,000
Fixed-to-Floating Rate Cumulative Perpetual Preferred Stock, Series B (Series B Preferred Stock)	500,000	500,000
Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series C (Series C Preferred Stock)	500,000	500,000

During both the nine months ended September 30, 2023 and 2022, we paid dividends of $58 million to holders of record of our Series A Preferred Stock, $32 million to holders of record of our Series B Preferred Stock, and $29 million to holders of record of our Series C Preferred Stock.

The following table summarizes the significant components of accumulated other comprehensive income (loss):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Unrealized gain (loss) on hedges
Beginning balance	$	(63)	$	39	$	(21)	$	(77)
Change in value of hedges, net of tax	80		(1)		38		114
Ending balance	17		38		17		38
Defined benefit plans
Beginning balance	1		—		1		1
Unrealized gain (loss) on subsidiary pension, net of tax	—		—		—		—
Ending balance	1		—		1		—
Foreign currency translation adjustment
Beginning balance	(1,250)		(1,265)		(1,352)		(1,197)
Translation gain (loss), net of tax	(70)		(175)		32		(244)
Ending balance	(1,320)		(1,441)		(1,320)		(1,441)
Total accumulated other comprehensive income (loss)	$	(1,302)	$	(1,402)	$	(1,302)	$	(1,402)

Note 11. Income Taxes

We are included in GM’s consolidated U.S. federal income tax return and 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 our financial statements as if we filed our own tax returns in each jurisdiction. Refer to Note 2 for further information on related party taxes payable.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 12. Segment Reporting

Our chief operating decision maker evaluates the operating results and performance of our business based on our North America and International Segments. The management of each segment is responsible for executing our strategies. Key operating data for our operating segments were as follows:


	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022
	North America		International		Total		North America		International		Total
Total revenue	$	3,290	$	351	$	3,641	$	2,939	$	248	$	3,187
Operating expenses	365		96		461		352		84		436
Leased vehicle expenses	978		21		998		926		14		939
Provision for loan losses	197		38		235		148		32		180
Interest expense	1,086		154		1,240		671		93		764
Equity income	—		33		33		—		44		44
Income before income taxes	$	665	$	76	$	741	$	842	$	68	$	911


	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	North America		International		Total		North America		International		Total
Total revenue	$	9,508	$	973	$	10,481	$	8,773	$	716	$	9,489
Operating expenses	1,091		268		1,359		970		232		1,202
Leased vehicle expenses	2,993		55		3,048		2,610		40		2,650
Provision for loan losses	446		87		533		416		84		500
Interest expense	2,958		416		3,374		1,738		246		1,984
Equity income	—		111		111		—		148		148
Income before income taxes	$	2,021	$	257	$	2,278	$	3,039	$	262	$	3,301


	September 30, 2023						December 31, 2022
	North America		International		Total		North America		International		Total
Finance receivables, net	$	75,744	$	5,906	$	81,650	$	69,705	$	4,809	$	74,514
Leased vehicles, net	$	30,735	$	326	$	31,061	$	32,454	$	247	$	32,701
Total assets	$	120,837	$	9,150	$	129,986	$	114,612	$	7,934	$	122,545

Note 13. Regulatory Capital and Other Regulatory Matters

We are required to comply with a wide variety of laws and regulations. Certain of our entities operate in international markets as either banks or regulated finance companies that are subject to regulatory restrictions. These regulatory restrictions, among other things, require that certain of these entities meet minimum capital requirements and may restrict dividend distributions and ownership of certain assets. We were in compliance with all regulatory capital requirements as most recently reported. Total assets of our regulated international banks and finance companies were approximately $6.9 billion and $5.8 billion at September 30, 2023 and December 31, 2022.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

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

Forward-looking statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) are not guarantees of future performance and may involve risks and uncertainties that could cause actual results to differ materially from those projected. Refer to the "Forward-Looking Statements" section of this MD&A and the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (SEC) on January 31, 2023 (2022 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 2022 Form 10-K.

Except as otherwise specified, dollar amounts presented within tables are stated in millions. Certain columns and rows may not add due to rounding. Average balances are calculated using daily balances, where available. Otherwise, average balances are calculated using monthly balances.

Overview

GM’s collectively-bargained labor agreement with the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) expired on September 14, 2023. On September 15, 2023, the UAW initiated a strike at certain of GM’s U.S. facilities and have intermittently expanded the strike to additional facilities since then, causing stoppages to some vehicle production and parts distribution activities across GM’s U.S. operations. GM continues to negotiate a new labor agreement with the UAW; however, a prolonged work stoppage could have a material effect on our business.

On August 16, 2022, the Inflation Reduction Act of 2022 (the IRA) was enacted. The IRA modified climate and clean energy tax provisions, including the consumer credit for electric vehicle (EV) purchases, and added new corporate tax credits for commercial EV purchases. We expect to generate commercial EV tax credits that will impact net income and future cash payments for income taxes. We will continue to evaluate the IRA impact on our financial results as additional regulatory guidance is issued.

Results of Operations

Key Drivers Income before income taxes for the nine months ended September 30, 2023 decreased to $2.3 billion from $3.3 billion for the nine months ended September 30, 2022. Key drivers of the change include the following:

•Finance charge income on retail finance receivables increased $843 million primarily due to an increase in the effective yield and growth in the size of the portfolio. The effective yield on our retail finance receivables increased primarily due to increased average interest rates on new loan originations, as we pass through increased interest costs in our pricing of new loans.

•Finance charge income on commercial finance receivables increased $407 million primarily due to an increase in the effective yield as a result of higher benchmark rates, as well as an increase in the size of the portfolio.

•Leased vehicle income decreased $509 million primarily due to a decrease in the average balance of the leased vehicles portfolio.

•Other income increased $251 million primarily due to higher investment income resulting from an increase in benchmark interest rates.

•Interest expense increased $1.4 billion primarily due to an increase in the effective rate of interest on our debt, resulting from higher benchmark rates and increased credit spreads, as well as an increase in the average debt outstanding.

•Leased vehicle expenses increased $398 million primarily due to a $326 million decrease in lease termination gains due to higher leased portfolio net book values at termination and fewer terminated leases, and a $69 million increase in depreciation on leased vehicles.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Non-GAAP Measure

Return on Average Common Equity Return on average common equity is a generally accepted accounting principle (GAAP) measure widely used to measure earnings in relation to invested capital. Our return on average common equity decreased to 16.4% for the four quarters ended September 30, 2023 from 25.3% for the four quarters ended September 30, 2022 primarily due to decreased earnings.

Return on Average Tangible Common Equity We use return on average tangible common equity, a non-GAAP measure, to measure our contribution to General Motors Company's (GM) enterprise profitability and cash flows. Our return on average tangible common equity decreased to 18.0% for the four quarters ended September 30, 2023 from 27.9% for the four quarters ended September 30, 2022 primarily due to decreased earnings.

The following table presents our reconciliation of return on average tangible common equity to return on average common equity, the most directly comparable GAAP measure:


	Four Quarters Ended
	September 30, 2023			September 30, 2022
Net income attributable to common shareholder	$	2,200		$	3,269

Average equity	$	15,358		$	14,871
Less: average preferred equity	(1,969)			(1,969)
Average common equity	13,389			12,902
Less: average goodwill and intangible assets	(1,177)			(1,171)
Average tangible common equity	$	12,212		$	11,731

Return on average common equity	16.4		%	25.3		%
Return on average tangible common equity	18.0		%	27.9		%

Our calculation of this non-GAAP measure may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of this non-GAAP measure has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures. This non-GAAP measure allows investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve our return on average tangible common equity. Management uses this measure in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. For these reasons, we believe this non-GAAP measure is useful to our investors.

Three Months Ended September 30, 2023 compared to Three Months Ended September 30, 2022


Average Earning Assets	Three Months Ended September 30,				2023 vs. 2022
	2023		2022		Amount		Percentage
Average retail finance receivables	$	70,881	$	62,549	$	8,332	13.3	%
Average commercial finance receivables	11,760		8,200		3,560		43.4	%
Average finance receivables	82,641		70,749		11,892		16.8	%
Average leased vehicles, net	31,326		34,581		(3,255)		(9.4)	%
Average earning assets	$	113,967	$	105,330	$	8,637	8.2	%

Retail finance receivables purchased	$	9,499	$	9,396	$	103	1.1	%

Leased vehicles purchased	$	4,323	$	3,503	$	820	23.4	%

Average retail finance receivables increased primarily due to new loan originations in excess of principal collections and payoffs. Our penetration of GM's retail sales in the U.S. was 40.8% and 42.9% for the three months ended September 30, 2023 and 2022. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.

Average commercial finance receivables increased primarily due to growth in the average amount financed per dealer, resulting from increased new vehicle inventory, as well as higher floorplan penetration.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Leased vehicles purchased increased primarily due to growth in GM sales, higher lease sales mix, and higher net capitalized cost.


Revenue	Three Months Ended September 30,						2023 vs. 2022
	2023			2022			Amount		Percentage
Finance charge income
Retail finance receivables	$	1,371		$	1,041		$	330	31.7	%
Commercial finance receivables	$	250		$	117		$	133	113.7	%
Leased vehicle income	$	1,820		$	1,912		$	(92)	(4.8)	%
Other income	$	200		$	118		$	82	69.5	%
Equity income	$	33		$	44		$	(11)	(25.0)	%
Effective yield - retail finance receivables	7.7		%	6.6		%
Effective yield - commercial finance receivables	8.4		%	5.7		%

Finance Charge Income - Retail Finance Receivables Finance charge income on retail finance receivables increased due to an increase in the effective yield and growth in the size of the portfolio. The effective yield on our retail finance receivables increased primarily due to increased average interest rates on new loan originations, as we pass through increased interest costs in our pricing of new loans. The effective yield represents finance charges, rate subvention and fees recorded in earnings during the period as a percentage of average retail finance receivables.

Finance Charge Income - Commercial Finance Receivables Finance charge income on commercial finance receivables increased primarily due to an increase in the effective yield as a result of higher benchmark rates, as well as an increase in the size of the portfolio.

Leased Vehicle Income Leased vehicle income decreased primarily due to a decrease in the average balance of the leased vehicles portfolio.

Other Income Other income increased primarily due to higher investment income resulting from an increase in benchmark interest rates.


Costs and Expenses	Three Months Ended September 30,						2023 vs. 2022
	2023			2022			Amount		Percentage
Operating expenses	$	461		$	436		$	25	5.7	%
Leased vehicle expenses	$	998		$	939		$	59	6.3	%
Provision for loan losses	$	235		$	180		$	55	30.6	%
Interest expense	$	1,240		$	764		$	476	62.3	%
Average debt outstanding	$	101,917		$	93,656		$	8,261	8.8	%
Effective rate of interest on debt	4.8		%	3.2		%

Operating Expenses Operating expenses as an annualized percentage of average earning assets were 1.6% for both the three months ended September 30, 2023 and 2022.

Leased Vehicle Expenses Leased vehicle expenses increased primarily due to a $37 million decrease in lease termination gains due to higher leased portfolio net book values at termination and fewer terminated leases, and a $20 million increase in depreciation on leased vehicles.

Provision for Loan Losses Provision for loan losses increased compared to the same period in 2022. Provision expense is recorded in amounts sufficient to bring our allowance for loan losses to a level that we consider adequate to absorb expected losses on the finance receivables portfolio.

Interest Expense Interest expense increased primarily due to an increase in the effective rate of interest on our debt, resulting from higher benchmark rates and increased credit spreads, as well as an increase in the average debt outstanding.

Taxes Our consolidated effective income tax rate was 25.9% and 25.7% of income before income taxes and equity income for the three months ended September 30, 2023 and 2022.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Other Comprehensive Income (Loss)

Unrealized Gain (Loss) on Hedges Unrealized gain (loss) on hedges included in other comprehensive income (loss) were $80 million and $(1) million for the three months ended September 30, 2023 and 2022. The change in unrealized gain (loss) was primarily due to changes in the fair value of our foreign currency swap agreements.

Unrealized gains and losses on cash flow hedges of our floating rate debt are reclassified into earnings in the same period during which the hedged transactions affect earnings via principal remeasurement or accrual of interest expense.

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income (loss) were $(70) million and $(175) million for the three months ended September 30, 2023 and 2022. Translation adjustments resulted from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changed in relation to international currencies. The foreign currency translation loss for the three months ended September 30, 2023 was primarily due to depreciating values of the Brazilian Real, Canadian Dollar, and Chilean Peso in relation to the U.S. Dollar. The foreign currency translation loss for the three months ended September 30, 2022 was primarily due to depreciating values of the Chinese Yuan Renminbi, Canadian Dollar and Brazilian Real in relation to the U.S. Dollar.

Nine Months Ended September 30, 2023 compared to Nine Months Ended September 30, 2022


Average Earning Assets	Nine Months Ended September 30,				2023 vs. 2022
	2023		2022		Amount		Percentage
Average retail finance receivables	$	68,740	$	60,614	$	8,126	13.4	%
Average commercial finance receivables	11,179		7,655		3,524		46.0	%
Average finance receivables	79,919		68,269		11,650		17.1	%
Average leased vehicles, net	31,771		35,943		(4,172)		(11.6)	%
Average earning assets	$	111,690	$	104,212	$	7,478	7.2	%

Retail finance receivables purchased	$	27,705	$	26,431	$	1,274	4.8	%

Leased vehicles purchased	$	12,834	$	10,915	$	1,919	17.6	%

Average retail finance receivables increased primarily due to new loan originations in excess of principal collections and payoffs. Our penetration of GM's retail sales in the U.S. was 42.5% and 44.5% for the nine months ended September 30, 2023 and 2022. Penetration levels vary depending on incentive financing programs available and competing third-party financing products in the market.

Leased vehicles purchased increased primarily due to growth in GM sales, higher lease sales mix, and higher net capitalized cost.


Revenue	Nine Months Ended September 30,						2023 vs. 2022
	2023			2022			Amount		Percentage
Finance charge income
Retail finance receivables	$	3,806		$	2,963		$	843	28.5	%
Commercial finance receivables	$	674		$	267		$	407	152.4	%
Leased vehicle income	$	5,458		$	5,967		$	(509)	(8.5)	%
Other income	$	543		$	292		$	251	86.0	%
Equity income	$	111		$	148		$	(37)	(25.0)	%
Effective yield - retail finance receivables	7.4		%	6.5		%
Effective yield - commercial finance receivables	8.1		%	4.7		%

Finance Charge Income - Retail Finance Receivables Finance charge income on retail finance receivables increased primarily due to an increase in the effective yield and growth in the size of the portfolio. The effective yield on our retail finance receivables increased primarily due to increased average interest rates on new loan originations, as we pass through increased interest costs in our pricing of new loans. The effective yield represents finance charges, rate subvention and fees recorded in earnings during the period as a percentage of average retail finance receivables.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Leased Vehicle Income Leased vehicle income decreased primarily due to a decrease in the average balance of the leased vehicles portfolio.

Other Income Other income increased primarily due to higher investment income resulting from an increase in benchmark interest rates.


Costs and Expenses	Nine Months Ended September 30,						2023 vs. 2022
	2023			2022			Amount		Percentage
Operating expenses	$	1,359		$	1,202		$	157	13.1	%
Leased vehicle expenses	$	3,048		$	2,650		$	398	15.0	%
Provision for loan losses	$	533		$	500		$	33	6.6	%
Interest expense	$	3,374		$	1,984		$	1,390	70.1	%
Average debt outstanding	$	99,515		$	93,137		$	6,378	6.8	%
Effective rate of interest on debt	4.5		%	2.8		%

Operating Expenses Operating expenses as an annualized percentage of average earning assets were 1.6% and 1.5% for the nine months ended September 30, 2023 and 2022.

Leased Vehicle Expenses Leased vehicle expenses increased primarily due to a $326 million decrease in lease termination gains due to higher leased portfolio net book values at termination and fewer terminated leases, and a $69 million increase in depreciation on leased vehicles.

Taxes Our consolidated effective income tax rate was 26.1% of income before income taxes and equity income for both the nine months ended September 30, 2023 and 2022.

Other Comprehensive Income (Loss)

Unrealized Gain (Loss) on Hedges Unrealized gain (loss) on hedges included in other comprehensive income (loss) were $38 million and $114 million for the nine months ended September 30, 2023 and 2022. The change in unrealized gain (loss) was primarily due to changes in the fair value of our foreign currency swap agreements.

Foreign Currency Translation Adjustment Foreign currency translation adjustments included in other comprehensive income (loss) were $32 million and $(244) million for the nine months ended September 30, 2023 and 2022. Translation adjustments resulted from changes in the values of our international currency-denominated assets and liabilities as the value of the U.S. Dollar changed in relation to international currencies. The foreign currency translation gain for the nine months ended September 30, 2023 was primarily due to appreciating values of the Mexican Peso and Brazilian Real, partially offset by the depreciating value of the Chinese Yuan Renminbi in relation to the U.S. Dollar. The foreign currency translation loss for the nine months ended September 30, 2022 was primarily due to depreciating values of the Chinese Yuan Renminbi and Canadian Dollar in relation to the U.S. Dollar.

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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:


	September 30, 2023					December 31, 2022
	Amount			Percent		Amount			Percent
Prime - FICO Score 680 and greater	$	53,851		75.1	%	$	47,543		72.8	%
Near-prime - FICO Score 620 to 679	8,600			12.0		8,392			12.8
Sub-prime - FICO Score less than 620	9,253			12.9		9,388			14.4
Retail finance receivables, net of fees	71,704			100.0	%	65,322			100.0	%
Less: allowance for loan losses	(2,224)					(2,062)
Retail finance receivables, net	$	69,480				$	63,260
Number of outstanding contracts	3,088,540					2,942,175
Average amount of outstanding contracts (in dollars)(a)	$	23,216				$	22,202
Allowance for loan losses as a percentage of retail finance receivables, net of fees	3.1		%			3.2		%

_________________

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

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


	September 30, 2023				September 30, 2022
	Amount		Percent		Amount		Percent
31 - 60 days	$	1,424	2.0	%	$	1,185	1.9	%
Greater than 60 days	488		0.7		394		0.6
Total finance receivables more than 30 days delinquent	1,911		2.7		1,579		2.5
In repossession	58		0.1		46		0.1
Total finance receivables more than 30 days delinquent or in repossession	$	1,969	2.7	%	$	1,625	2.6	%

At September 30, 2023, delinquency increased slightly from September 30, 2022, but continued to be lower than historical levels. We expect that delinquency will increase over time relative to current levels but may remain below pre-pandemic levels due to improvement in the credit mix of the portfolio.

Loan Modifications Loan modifications extended to the borrowers experiencing financial difficulty were insignificant for the three and nine months ended September 30, 2023. Refer to Note 3 to our condensed consolidated financial statements for further information on loan modifications.

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,
	2023			2022			2023			2022
Charge-offs	$	366		$	289		$	1,012		$	811
Less: recoveries	(196)			(171)			(573)			(510)
Net charge-offs	$	171		$	118		$	439		$	301
Net charge-offs as an annualized percentage of average retail finance receivables	1.0		%	0.7		%	0.9		%	0.7		%

Net charge-offs for the three and nine months ended September 30, 2023 increased compared to the same period in 2022 but continued to be lower than historical levels. We expect net charge-offs will increase over time relative to current levels but may remain below pre-pandemic levels due to improvement in the credit mix of the portfolio.

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GENERAL MOTORS FINANCIAL COMPANY, INC.


Commercial Finance Receivables	September 30, 2023			December 31, 2022
Commercial finance receivables, net of fees	$	12,204		$	11,288
Less: allowance for loan losses	(34)			(34)
Commercial finance receivables, net	$	12,170		$	11,254
Number of dealers	2,467			2,431
Average carrying amount per dealer	$	5		$	5
Allowance for loan losses as a percentage of commercial finance receivables, net of fees	0.3		%	0.3		%

No commercial loans were modified for the three and nine months ended September 30, 2023. Activity in the allowance for commercial loan losses was insignificant for the three and nine months ended September 30, 2023 and 2022, and substantially all of our commercial finance receivables were current with respect to payment status at September 30, 2023 and December 31, 2022.

Leased Vehicles The following table summarizes activity in our operating lease portfolio (in thousands, except where noted):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating leases purchased	93		80		278		250
Operating leases terminated	124		140		377		442
Operating leased vehicles returned(a)	12		4		31		8
Percentage of leased vehicles returned(b)	9	%	3	%	8	%	2	%

________________

(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 is largely dependent on the level of used vehicle values at lease termination compared to contractual residual values at lease inception. Return rates have been significantly lower than historical levels as used vehicle prices have generally remained higher than contractual residual values. Gains on terminations of leased vehicles were $230 million and $664 million for the three and nine months ended September 30, 2023 compared to $267 million and $990 million for the same periods in 2022. The decrease in gains is primarily due to higher leased portfolio net book values at termination and fewer terminated leases.

The following table summarizes the residual value based on our most recent estimates and the number of units included in leased vehicles, net by vehicle type (units in thousands):


	September 30, 2023					December 31, 2022
	Residual Value		Units	Percentage of Units		Residual Value		Units	Percentage of Units
Crossovers	$	13,214	669	67.3	%	$	14,207	736	67.3	%
Trucks	6,825		214	21.6		6,961		228	20.9
SUVs	2,410		60	6.1		2,595		66	6.0
Cars	790		50	5.0		964		63	5.8
Total	$	23,238	994	100.0	%	$	24,727	1,092	100.0	%

At both September 30, 2023 and 2022, 99.5% of our operating leases were current with respect to payment status.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

Liquidity and Capital Resources

General Our primary sources of cash are finance charge income, leasing income and proceeds from the sale of terminated leased vehicles, net proceeds from credit facilities, securitizations, secured and unsecured borrowings, and collections and recoveries on finance receivables. Our expected material uses of cash are purchases and funding of finance receivables and leased vehicles, repayment or repurchases of secured and unsecured debt, funding credit enhancement requirements in connection with securitizations and secured credit facilities, interest costs, operating expenses, income taxes and dividend payments.

Typically, our purchase and funding of retail and commercial finance receivables and leased vehicles are initially financed by utilizing cash and borrowings on our secured credit facilities. Subsequently, we typically obtain long-term financing for finance receivables and leased vehicles through securitization transactions and the issuance of unsecured debt.

The following table summarizes our available liquidity:


Liquidity	September 30, 2023		December 31, 2022
Cash and cash equivalents(a)	$	4,112	$	4,005
Borrowing capacity on unpledged eligible assets	22,053		22,041
Borrowing capacity on committed unsecured lines of credit	560		460
Borrowing capacity on the Junior Subordinated Revolving Credit Facility	1,000		1,000
Borrowing capacity on the GM Revolving 364-Day Credit Facility	2,000		2,000
Available liquidity	$	29,724	$	29,506

_________________

(a)Includes $379 million and $384 million in unrestricted cash outside of the U.S. at September 30, 2023 and December 31, 2022. This cash is considered to be indefinitely invested based on specific plans for reinvestment.

We generally target liquidity levels to support at least six months of our expected net cash outflows, including new originations, without access to new debt financing transactions or other capital markets activity. At September 30, 2023, available liquidity exceeded our liquidity targets.


Cash Flow	Nine Months Ended September 30,				2023 vs. 2022
	2023		2022		2023 vs. 2022
Net cash provided by (used in) operating activities	$	4,862	$	3,829	$	1,033
Net cash provided by (used in) investing activities	$	(7,903)	$	(6,726)	$	(1,177)
Net cash provided by (used in) financing activities	$	4,080	$	2,408	$	1,672

During the nine months ended September 30, 2023, net cash provided by operating activities increased primarily due to an increase in finance charge income of $1.3 billion, a net increase in cash provided by counterparty derivative collateral posting activities of $1.1 billion, a decrease in taxes paid to GM of $441 million and an increase in other income of $251 million, partially offset by an increase in interest paid of $1.4 billion and a decrease in leased vehicle income of $509 million.

During the nine months ended September 30, 2023, net cash used in investing activities increased primarily due to an increase in purchases of leased vehicles and finance receivables of $2.3 billion, and a decrease in proceeds from termination of leased vehicles of $1.2 billion, partially offset by a decrease in the net change in floorplan and other short-duration receivables of $2.0 billion, and an increase in collections and recoveries on finance receivables of $528 million.

During the nine months ended September 30, 2023, net cash provided by financing activities increased primarily due to an increase in debt borrowings and issuances of $2.3 billion, partially offset by an increase in dividend payments of $325 million and an increase in debt repayments of $314 million.

Status of Credit Ratings We receive ratings from four independent credit rating agencies: DBRS Limited, Fitch Ratings (Fitch), Moody's Investors Service (Moody's) and Standard & Poor's (S&P). The credit ratings assigned to us from all the credit rating agencies are closely associated with their opinions on GM. In March 2023, Moody's upgraded our senior unsecured notes rating to Baa2 from Baa3 and the short-term commercial paper rating to P-2 from P-3. In September 2023, Fitch upgraded our senior unsecured notes rating to BBB from BBB-, upgraded our short-term commercial paper rating to F2 from F3, and changed our outlook to Stable from Positive. As of October 16, 2023, all other credit ratings remained unchanged since December 31, 2022.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

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

At September 30, 2023, credit facilities consist of the following:


Facility Type	Facility Amount		Advances Outstanding
Revolving retail asset-secured facilities(a)	$	22,648	$	4,420
Revolving commercial asset-secured facilities(b)	4,211		316
Total secured	26,860		4,736
Unsecured committed facilities	634		74
Unsecured uncommitted facilities(c)	1,790		1,790
Total unsecured	2,424		1,864
Junior Subordinated Revolving Credit Facility	1,000		—
GM Revolving 364-Day Credit Facility	2,000		—
Total	$	32,284	$	6,601

_________________

(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 an insignificant amount in advances outstanding and $628 million in unused borrowing capacity on these uncommitted facilities at September 30, 2023.

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

(c)The financial institutions providing the uncommitted facilities are not contractually obligated to advance funds under them. We had $1.8 billion in unused borrowing capacity on these facilities at September 30, 2023.

Refer to Note 6 to our condensed consolidated financial statements for further discussion.

Securitization Notes Payable We periodically finance our retail and commercial finance receivables and leases through public and private term securitization transactions, where the securitization markets are sufficiently developed. A summary of securitization notes payable is as follows:


Year of Transaction	Maturity Date (a)			Original Note Issuance (b)		Note Balance At September 30, 2023
2019	April 2024	-	July 2027	$	3,250	$	917
2020	October 2023	-	August 2028	$	13,204	3,401
2021	May 2025	-	June 2034	$	20,070	6,063
2022	November 2024	-	October 2035	$	23,711	14,047
2023	October 2023	-	April 2035	$	18,141	16,176
Total active securitizations						40,604
Debt issuance costs						(70)
Total						$	40,534

_________________

(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, which are also variable interest entities that meet the requirements to be consolidated in our financial statements. Refer to Note 7 to our condensed consolidated financial statements for further discussion.

Unsecured Debt We periodically access the unsecured debt capital markets through the issuance of senior unsecured notes. At September 30, 2023, the aggregate principal amount of our outstanding unsecured senior notes was $48.8 billion.

We issue other unsecured debt through demand notes, commercial paper offerings and other bank and non-bank funding sources. At September 30, 2023, we had $3.7 billion outstanding in demand notes and $2.7 billion under the U.S. commercial paper program.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

LIBOR Transition The International Swaps and Derivatives Association launched its Interbank Offered Rate (IBOR) Fallbacks Supplement and IBOR Fallbacks Protocol, which came into effect on January 25, 2021. The supplement incorporates fallbacks for new derivatives linked to LIBOR, and the protocol enables market participants to incorporate fallbacks for certain legacy derivatives linked to LIBOR. We adhered to the protocol prior to the June 30, 2023 cessation date and have transitioned all of our LIBOR-based derivative exposure.

For residual exposure after the LIBOR cessation date, including agreements that convert to a future LIBOR-based floating rate, we expect to leverage available relevant contractual and statutory solutions to transition such exposure. Refer to "Risk Factors" in our 2022 Form 10-K.

Support Agreement - Leverage Ratio Our earning assets leverage ratio calculated in accordance with the terms of the Support Agreement was 8.16x and 7.91x at September 30, 2023 and December 31, 2022, and the applicable leverage ratio threshold was 12.00x. 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.

Asset and Liability Maturity Profile We define our asset and liability maturity profile as the cumulative maturities of our finance receivables, investment in leased vehicles, net of accumulated depreciation, cash and cash equivalents and other assets less our cumulative debt maturities. We manage our balance sheet so that asset maturities will exceed debt maturities each year. The following chart presents our cumulative maturities for assets and debt at September 30, 2023:


	2023		2024		2025		2026 and Thereafter
Encumbered assets	$	13,432	$	37,100	$	51,234	$	63,509
Unencumbered assets	17,737		33,901		48,783		66,477
Total assets	31,169		71,001		100,017		129,986

Secured debt	9,590		26,488		36,579		45,343
Unsecured debt	8,168		17,786		28,530		58,625
Total debt(a)	17,758		44,273		65,108		103,968
Net excess liquidity	$	13,411	$	26,728	$	34,909	$	26,018

_________________

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

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 in the periods presented. Actual results could differ from those estimates, due to inherent uncertainties in making estimates, and those differences may be material. The critical accounting estimates that affect the condensed consolidated financial statements and the judgment and assumptions used are consistent with those described in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2022 Form 10-K.

Forward-Looking Statements

This report contains several "forward-looking statements." Forward-looking statements are those that use words such as "believe," "expect," "intend," "plan," "may," "likely," "should," "estimate," "continue," "future" or "anticipate" and other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are detailed from time to time in our filings and reports with the SEC, including our 2022 Form 10-K. We caution readers 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.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

The following factors are among those that may cause actual results to differ materially from historical results or from the forward-looking statements:

•GM's ability to sell new vehicles that we finance in the markets we serve;

•dealers' effectiveness in marketing our financial products to consumers;

•the viability of GM-franchised dealers that are commercial loan customers;

•the sufficiency, availability and cost of sources of financing, including credit facilities, securitization programs and secured and unsecured debt issuances;

•the adequacy of our underwriting criteria for loans and leases and the level of net charge-offs, delinquencies and prepayments on the loans and leases we purchase or originate;

•our ability to effectively manage capital or liquidity consistent with evolving business or operational needs, risk management standards and regulatory or supervisory requirements;

•the adequacy of our allowance for loan losses on our finance receivables;

•our ability to maintain and expand our market share due to competition in the automotive finance industry from a large number of banks, credit unions, independent finance companies and other captive automotive finance subsidiaries;

•changes in the automotive industry that result in a change in demand for vehicles and related vehicle financing;

•the effect, interpretation or application of new or existing laws, regulations, court decisions and accounting pronouncements;

•adverse determinations with respect to the application of existing laws, or the results of any audits from tax authorities, as well as changes in tax laws and regulations, supervision, enforcement and licensing across various jurisdictions;

•the prices at which used vehicles are sold in the wholesale auction markets;

•vehicle return rates, our ability to estimate residual value at lease inception and the residual value performance on vehicles we lease;

•interest rate fluctuations and certain related derivatives exposure;

•our joint ventures in China, which we cannot operate solely for our benefit and over which we have limited control;

•changes in the determination of benchmark rates;

•pandemics, epidemics, disease outbreaks and other public health crises, including the COVID-19 pandemic;

•our ability to secure private data, proprietary information, manage risks related to security breaches and other disruptions to networks and systems owned or maintained by us or third parties 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.;

•changes in local, regional, national or international economic, social or political conditions; and

•impact and uncertainties related to climate-related events and climate change legislation.

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.

Available Information

Our internet website is www.gmfinancial.com. Our website contains detailed information about us and our subsidiaries. Our Investor Center website at https://investor.gmfinancial.com contains a significant amount of information about our Company, including financial and other information for investors. We encourage investors to visit our website, as we frequently update and post new information about our Company on our website, and it is possible that this information could be deemed to be material information. Our website and information included in or linked to our website are not part of this Quarterly Report on Form 10-Q.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports, are available free of charge on our website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These reports can also be found on the SEC website at www.sec.gov.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our exposure to market risk since December 31, 2022. Refer to Item 7A. - "Quantitative and Qualitative Disclosures About Market Risk" in our 2022 Form 10-K.

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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 Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer (CEO) and principal financial officer (CFO), as appropriate, to allow timely decisions regarding required disclosures.

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) as of September 30, 2023, as required by paragraph (b) of Rules 13a-15 or 15d-15. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2023.

Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

Refer to Note 9 to our condensed consolidated financial statements for information relating to legal proceedings.

Item 1A. Risk Factors

We face a number of significant risks and uncertainties in connection with our operations. Our business and the results of our operations and financial condition could be materially adversely affected by these risk factors. There have been no material changes to the Risk Factors disclosed in our 2022 Form 10-K.

Item 6. Exhibits

3.1

Second Amended and Restated Certificate of Formation of General Motors Financial Company, Inc., incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K, filed on February 10, 2021

Incorporated by Reference

3.2

Third Amended and Restated Bylaws of General Motors Financial Company, Inc., incorporated herein by reference to Exhibit 3.2 to the Annual Report on Form 10-K, filed on February 10, 2021

Incorporated by Reference

31.1

Section 302 Certification of the Chief Executive Officer

Filed Herewith

31.2

Section 302 Certification of the Chief Financial Officer

Filed Herewith

Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Furnished Herewith

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Shareholders' Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Condensed Consolidated Financial Statements

Filed Herewith

104

The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted as iXBRL and contained in Exhibit 101

Filed Herewith

* * * * * * *

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GENERAL MOTORS FINANCIAL COMPANY, INC.

SIGNATURE

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, 2023

By:

/S/ SUSAN B. SHEFFIELD

Susan B. Sheffield

Executive Vice President and

Chief Financial Officer

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General Motors Financial (ACF) 10-Q2023 Q3 Quarterly report

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