.

General Motors Financial Company, Inc.

(a company incorporated in the State of Texas, United States of America)

General Motors Financial International B.V.

(a company incorporated with limited liability in The Netherlands)

10,000,000,000

Euro Medium Term Note Programme

guaranteed by

AmeriCredit Financial Services, Inc.

and

General Motors Financial Company, Inc.

Under the Euro Medium Term Note Programme described in this Base Prospectus (the Programme), each of General Motors Financial Company, Inc. (GMF and an Issuer) and General Motors Financial International B.V. (GMFI, an Issuer and, together with GMF, the Issuers), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the Notes) guaranteed on a senior unsecured basis, in the case of Notes issued by GMF, by GMFs principal U.S. operating subsidiary, AmeriCredit Financial Services, Inc. (AFSI) and in the case of Notes issued by GMFI, by AFSI and GMF (AFSI and GMF in such capacity together with any subsidiary that becomes a guarantor pursuant to the Terms and Conditions of the Notes (the Conditions), the Guarantors and each a Guarantor). The Issuers and Guarantors are hereinafter collectively referred to as the Obligors and each as an Obligor. The aggregate nominal amount of Notes outstanding under the Programme will not at any time exceed 10,000,000,000 (or the equivalent in other currencies at the time of issue). The Notes may be issued on a continuing basis to one or more of the Dealers specified under Overview and to any additional Dealer appointed under the Programme from time to time by the Issuers (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an on-going basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. The Notes will be issued in registered form.

This Base Prospectus has been approved by the Central Bank of Ireland (the Central Bank) as competent authority under Directive 2003/71/EC, as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the Prospectus Directive). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application will be made to the Irish Stock Exchange for Notes issued under the Programme within 12 months of the date of approval of this Base Prospectus to be admitted to the official list (the Official List) and to trading on its regulated market (the Main Securities Market). The Main Securities Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC (MiFID)). Such approval relates only to Notes which are to be admitted to trading on a regulated market for the purposes of MiFID and/or which are to be offered to the public in any Member State of the European Economic Area in circumstances where there is an exemption from the obligation under the Prospectus Directive (as defined below) to publish a prospectus. The relevant Final Terms (as defined below) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Main Securities Market (or any other stock exchange). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the relevant Issuer and the relevant Dealer(s). Each Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.

The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Directive. The Central Bank has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined herein) of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the Final Terms), which will be filed with the Central Bank. Copies of Final Terms in relation to Notes to be listed on the Irish Stock Exchange will also be published on the website of the Central Bank (www.centralbank.ie). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement).

An investment in Notes issued under the Programme involves certain risks. See the section entitled Risk Factors.

The Programme has been rated BB+ by Fitch Ratings, Inc. (Fitch), Ba1 by Moodys Investors Service, Inc. (Moodys) and BB- by Standard & Poors Ratings Services (S&P). None of Fitch, Moodys and S&P are established in the European Union (EU) or registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation), but the ratings given to the Programme are endorsed by Fitch Ratings Ltd., Moodys Investors Service Ltd. and Standard & Poors Credit Market Services Europe Limited, respectively, each of which is established in the EEA and registered under the CRA Regulation. Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the EU and registered under the CRA Regulation will be disclosed in the relevant Final Terms (or applicable Pricing Supplement). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

Arranger

BNP PARIBAS

Dealers

Banca IMI

BofA Merrill Lynch Crdit Agricole CIB

Goldman Sachs International RBC Capital Markets

Barclays

Citigroup Credit Suisse

J.P. Morgan

The Royal Bank of Scotland

BNP PARIBAS

Commerzbank Deutsche Bank Lloyds Bank UniCredit Bank

The date of this Base Prospectus is 17 September 2014.

IMPORTANT INFORMATION

This Base Prospectus comprises two base prospectuses, one for each of the Issuers, in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of the Prospectus Directive and for the purpose of giving information with regard to the Obligors, the Group, the business of the Group, the Guarantees (as defined in Overview) and the Notes which, according to the particular nature of the Obligors, the Group, the Guarantees and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of each of the Obligors and the Group and the rights attaching to the Notes and the Guarantees. As used in this Base Prospectus, the term Group shall be taken to refer to GMF and its subsidiaries (including the other Obligors) on a consolidated basis.

The relevant Issuer may agree with any Dealer and the Fiscal Agent (as defined herein) that Notes may be issued in a form not contemplated by the Conditions, in which event a drawdown prospectus to this Base Prospectus may be made available which will describe the effect of the agreement reached in relation to such Notes (a Drawdown Prospectus).

The Issuers accept responsibility for the information contained in (and incorporated by reference in) this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuers (having taken all reasonable care to ensure that such is the case) the information contained in (and incorporated by reference in) this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. AFSI as a Guarantor accepts responsibility only for the information contained in the Base Prospectus relating to itself and the guarantee by AFSI (the AFSI Guarantee). To the best of the knowledge of AFSI (having taken all reasonable care to ensure that such is the case), the information contained in those parts of the Base Prospectus relating to itself and the AFSI Guarantee is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus.

The Arranger (as defined in Overview) and the Dealers have not separately verified the information contained in or incorporated by reference in this Base Prospectus. Neither the Arranger nor any of the Dealers makes any representation, express or implied, or accepts any responsibility or liability, with respect to the accuracy or completeness of any of the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Obligors in connection with the Programme. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by any Issuer, any Guarantor, the Arranger or the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in or incorporated by reference in this Base Prospectus or any other information supplied in connection with the Programme or any Notes and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of any Issuer or Guarantor during the life of the arrangements contemplated by this Base Prospectus, or to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Arranger or the Dealers. Neither the Arranger nor any of the Dealers accepts any liability in relation to the information contained in or incorporated by reference in this Base Prospectus or any other information provided by the Issuers or Guarantors in connection with the Programme.

No person is or has been authorised to give any information or to make any representation other than those contained in this Base Prospectus in connection with the issue or sale of the Notes or the giving of the Guarantees (as defined in Overview) and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers, the Guarantors or any of the Dealers or the Arranger. Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuers or the Guarantors since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuers or the Guarantors since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

Neither the Notes nor the Guarantees have been or will be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any U.S. state securities laws, and may not be offered or sold in the United

States of America or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act (Regulation S) unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States of America and any other jurisdiction. The Notes have also not been, and will not be, qualified for sale under the securities laws of any province or territory of Canada and the Notes may not be offered, sold or delivered, directly or indirectly, in Canada or to, or for the benefit of any resident of Canada unless in accordance with all applicable Canadian provincial and/or territorial securities laws, or an available exemption therefrom, and, in the case of Notes. See Form of the Notes for a description of the manner in which Notes will be issued. The Notes are subject to certain restrictions on transfers (see Subscription and Sale).

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuers, the Guarantors, the Arranger and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuers, the Guarantors, the Arranger or the Dealers which is intended to permit a public offering of any Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States of America, the European Economic Area (including the U.K., Ireland, The Netherlands, France and the Republic of Italy), Hong Kong, Singapore and Japan (see Subscription and Sale).

This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination of less than 100,000 (or its equivalent in any other currency) only in circumstances where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus. As a result, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) must be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer of Notes in that Relevant Member State may only do so in circumstances in which no obligation arises for any Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuers or Dealers has authorised, nor do any of them authorise, the making of any offer of Notes in circumstances in which an obligation arises for any Issuer or any Dealer to publish or supplement a prospectus for such offer.

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:

(i) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement;

(ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;

(iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investors currency;

(iv) understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant indices and financial markets; and

(v) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

None of the Issuers or the Guarantors is or will be regulated by the Central Bank as a result of the issue of any Notes by either Issuer. Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Central Bank.

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to euro and are to the single currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty establishing the European Community as amended by the Treaty on the EU and the Treaty of Amsterdam, references to GBP, sterling and are to pounds sterling, and references to U.S.$ or U.S. dollars are to the lawful currency of the United States of America.

Notwithstanding anything to the contrary contained herein, each prospective purchaser (and each employee, representative, or other agent of each prospective purchaser) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions described in this Base Prospectus and all materials of any kind that are provided to the prospective purchaser relating to such tax treatment and tax structure (as such terms are defined in U.S. Treasury Regulation Section 1.6011-4). This authorisation of tax disclosure is retroactively effective to the commencement of discussions between the Issuers, the Guarantors and the Dealers or their respective representatives and each prospective purchaser regarding the transactions contemplated herein.

This Base Prospectus is to be read and construed in conjunction with any supplement hereto. Furthermore, in relation to any Series of Notes, this Base Prospectus should be read and construed together with the applicable Final Terms or Pricing Supplement, as the case may be.

STABILISATION

In connection with the issue of any Tranche (as defined in Overview Issuance in Series), the Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s)) (or any person acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilising action or over- allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

FORWARD-LOOKING STATEMENTS

This Base Prospectus (including information incorporated by reference herein) may contain forward-looking statements. These statements can be identified by the use of forward-looking language such as will likely result, are expected to, as planned, is anticipated, intends to, is projected, or similar words but such expressions are not the exclusive means of identifying such statements. Forward-looking statements by their nature are subject to assumptions, risks and uncertainties. For a variety of reasons, actual results could differ materially from those contained in or implied by the forward-looking statements. Risks and uncertainties include the risks inherent in the business and affairs of the Obligors which are described or referenced in the Risk Factors section of this Base Prospectus. Other factors not presently known to the Obligors or that the Obligors presently believe are not material could also cause results to differ materially from those expressed in the forward-looking statements included in this Base Prospectus. Accordingly, prospective investors should not place undue reliance on these forward-looking statements. None of the Obligors undertakes any obligation to update or revise any of the forward-looking statements included herein, whether as a result of new information, future events or otherwise, except as required by law.

AVAILABLE INFORMATION

GMF is subject to the informational reporting requirements of the United States Securities Exchange Act of 1934, as amended (the Exchange Act), and in accordance therewith files reports and other information with the United States Securities and Exchange Commission (the SEC). Such reports and other information can be viewed, and copies can be obtained at, the Public Reference Room of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, U.S.A., at prescribed rates. The SEC maintains a website at http://www.sec.gov containing reports and information statements and other information regarding registrants that file electronically with the SEC, including GMF. Reports and other information concerning GMF can also be found on GMFs website at www.gmfinancial.com/investors-information/financial-information/sec-filings.aspx. Copies are also available, without charge, from GM Financial Investor Relations, 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, U.S.A. For the avoidance of doubt, the information referred to in this paragraph is not incorporated by reference into, and does not form part of, this Base Prospectus, unless otherwise specifically mentioned.

The Issuers will, at the specified offices of Citibank, N.A., London Branch in its capacity as paying agent (the Paying Agent) provide during normal business hours, free of charge, upon the oral or written request therefor, a copy of this Base Prospectus. Written or oral requests for this document should be directed to GMF at its principal office set out at the end of this Base Prospectus. In addition, this Base Prospectus will be available on the Central Banks website at www.centralbank.ie.

If the terms of the Programme are modified or amended in a manner that would make this Base Prospectus, as supplemented, inaccurate or misleading, a new Base Prospectus will be prepared. The Issuers will, in connection with the listing of the Notes on the Irish Stock Exchange, so long as any Notes remain outstanding and listed on such exchange, in the event of any material adverse change in the financial condition of the Issuers or the Guarantors or material change in the Conditions of the Notes or the Programme (including an increase in the size of the Programme) which is not reflected in the Base Prospectus, prepare a further supplement to the Base Prospectus or a new Base Prospectus for use in connection with any subsequent issue of Notes to be listed on the Irish Stock Exchange.

Table of Content

8OVERVIEW

7RISK FACTORS

7Factors that may affect the Obligors ability to fulfil their respective obligations in respect of the Notes issued under the Programme

9The Groups ability to continue to fund its businesses is dependent on a number of financing sources.

17Additional Risks Related to the International Operations

19Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme

19Risks related to the structure of a particular issue of Notes

19Risks applicable to all Notes

19Risks applicable to certain types of Exempt Notes

20Risks related to Notes generally

21Risks related to the market generally

24DOCUMENTS INCORPORATED BY REFERENCE

24Cross Reference List

26FORM OF THE NOTES

28FORM OF FINAL TERMS

28Part A Contractual Terms

33Part B Other Information

36TERMS AND CONDITIONS OF THE NOTES

371.Form, Denomination and Title

382.Transfers of Notes

38a.Transfers of interests in Global Notes

38b.Transfers of Note Certificates

38c.Registration of transfer upon partial redemption

38d.Costs of registration

383.Status of Notes and Guarantees

38a.Status of the Notes

38b.GMF Guarantee

39c.AFSI Guarantee

39d.Subsidiary Guarantees

39e.Status of Guarantees

39f.Notice of execution of Subsidiary Guarantees and termination of Guarantees

394.Negative Pledge and Covenants

39a.Negative pledge

39b.Additional Subsidiary Guarantees3

40c.Change of Control

41d.Consolidation, merger or sale of assets

455.Interest and Other Calculations

45a.Interest on Fixed Rate Notes

47b.Interest on Floating Rate Notes

47c.Rate of Interest

47d.ISDA Determination

48e.Screen Rate Determination

49f.Minimum and/or Maximum Rate of Interest

49g.Determination of Rate of Interest and Calculation of Interest Amount

51h.Linear Interpolation

51i.Notification of Rate of Interest and Interest Amount

52j.Certificates to be Final

52k.Exempt Notes

52l.Zero Coupon Notes

52m.Interest on Partly Paid Notes

52n.Accrual of Interest

526.Redemption, Purchase and Options

52a.Redemption by Instalments and Final Redemption

53b.Final Terms

53c.Redemption for Taxation Reasons

54d.Redemption at the Option of an Issuer and Exercise of Issuers Options Call Option

54e.Redemption at the Option of Noteholders and Exercise of Noteholders Options Put Option

55f.Early Redemption Amounts

55g.Purchases

55h.Cancellation

557.Payments

55a.Payments in respect of Notes

56b.Payments Subject to Fiscal Laws

57c.Appointment of Agents

57d.Payment Day

578 Taxation

609. Prescription

6010. Events of Default

6111. Meetings of Noteholders and Modifications

61a. Meetings of Noteholders

61b. Modification of Agency Agreement

6112. Replacement of Notes

6213. Further Issues

6214. Notices

6215. Governing Law, Jurisdiction and Process Agent

62a. Governing law

62b. Jurisdiction

62c. Process Agent

63AFSI Guarantee

63DESCRIPTION OF THE GUARANTEES

63GMF Guarantee

63Subsidiary Guarantees

63Termination of AFSI Guarantee and Subsidiary Guarantees

64Covenants

64Negative Pledge

64Consolidation, Merger or Sale of Assets

64Status of Guarantees

65USE OF PROCEEDS

66Overview

66History and Development

66GENERAL MOTORS FINANCIAL COMPANY, INC.

66Acquisition of Ally Financial International Operations

67Principal Activities

67Administrative, Management and Supervisory Bodies

67Executive Officers

67Board of Directors

68Potential Conflicts of Interest

69Overview

69GENERAL MOTORS FINANCIAL INTERNATIONAL B.V.

69Principal Activities

70Administrative, Management and Supervisory Bodies

71Overview

71AMERICREDIT FINANCIAL SERVICES, INC.

71Principal Activities

71Administrative, Management and Supervisory Bodies

71Executive Officers

72Potential Conflicts of Interest

73General

73DESCRIPTION OF THE BUSINESS

73North American Operations

73General

73Consumer

77Commercial

78Financing

80International Operations

80General

80Consumer

82Commercial

84Financing

84Trade Names

84Regulation

86Competition

86Employees

86Support Agreement

87Legal Proceedings

88GMF

88CAPITALISATION AND INDEBTEDNESS

88GMFI

89GMF

89SELECTED FINANCIAL INFORMATION

91GMFI

92U.S. Federal Income Taxation

92TAXATION

92United States Persons

92Payments of Interest

93Original Issue Discount

97Notes Purchased at a Premium

97Sale, Redemption, Retirement or Other Disposition of Notes

97Disposition of Foreign Currency

98Backup Withholding and Information Reporting

98Disclosure Requirements

98Foreign Account Tax Compliance Act

99FATCA is particularly complex. Prospective investors should consult their tax advisers with respect to FATCA Withholding and an investment in the Notes.

99United States Aliens

99Notes issued by GMFI

99Notes issued by GMF

100Backup Withholding and Information Reporting

100The Netherlands

100Holder of Notes

101Withholding Tax

101Tax Residents

102Non-Residents

102Gift, Estate and Inheritance Taxes

102Value Added Tax

103Other Taxes and Duties

103Ireland

103Irish Withholding Tax on Interest

103Discounts

103Encashment tax

103EU Savings Directive

104The Proposed Financial Transactions Tax (FTT)

105Summary of Dealer Agreement

105SUBSCRIPTION AND SALE

105Selling Restrictions

105United States of America

105Public Offer Selling Restriction under the Prospectus Directive

106United Kingdom

106Ireland

106The Netherlands

107France

107Republic of Italy

108Hong Kong

108Singapore

108Japan

109General

110Listing and Admission to Trading

110GENERAL INFORMATION

110Authorisation

110No Significant or Material Adverse Change in the Obligors Financial Positions

110Litigation

110Clearing Systems

110Issue Price

110Yield

110Documents on display

111Language

111Auditors

111Dealers transacting with the Obligors

OVERVIEW

The following is a brief overview of the Programme only and is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Base Prospectus as a whole including the documents incorporated by reference herein and, in relation to any Notes, in conjunction with the relevant Final Terms (or Pricing Supplement, as the case may be) and, to the extent applicable, the Conditions of the Notes set out herein.

Words and expressions defined under Terms and Conditions of the Notes below shall have the same meanings in this section.

Issuers:

General Motors Financial Company, Inc. General Motors Financial International B.V.

Initial Guarantors:

General Motors Financial Company, Inc. AmeriCredit Financial Services, Inc.

Subsidiary Guarantors:

Any Restricted Subsidiary (as defined in Condition 4) of the relevant Obligor(s) which enters into a Subsidiary Guarantee (as defined below) pursuant to Condition 4(b).

Description:

Euro Medium Term Note Programme

Size:

Up to 10,000,000,000 (or the equivalent in other currencies at the date of relevant issue as described in the Dealer Agreement referred to herein) aggregate nominal amount of Notes outstanding at any one time.

Arranger:

BNP Paribas

Dealers:

Banca IMI S.p.A Barclays Bank PLC BNP Paribas

Citigroup Global Markets Limited Commerzbank Aktiengesellschaft

Crdit Agricole Corporate and Investment Bank Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch

Goldman Sachs International

J.P. Morgan Securities plc Lloyds Bank plc

Merrill Lynch International RBC Europe Limited

The Royal Bank of Scotland plc UniCredit Bank AG

The Issuers, acting together, may from time to time terminate the appointment of any Dealer under the Programme or each Issuer, acting individually, may appoint additional dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Base Prospectus to Permanent Dealers are to the persons listed above as Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated). References in this Base Prospectus to Dealers are to all Permanent Dealers and all persons appointed as dealers in respect of one or more Tranches.

Fiscal Agent and Paying Agent:

Citibank N.A., London Branch

Registrar and Transfer Agent:

Citigroup Global Markets Deutschland AG

Calculation Agent:

Citibank N.A., London Branch, unless otherwise specified in the Final Terms

Irish Listing Agent:Arthur Cox Listing Services Limited

Distribution: The Notes will be issued on a syndicated or non-syndicated basis. Notes shall be issued in compliance with applicable regulations and guidelines from time to time.

Issue Price: Notes may be issued at their nominal amount or at a discount or premium to their nominal amount.

Maturities: Notes may have such maturities as may be agreed between the relevant Issuer and the relevant Dealer and as indicated in the applicable Final Terms, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Issuer or the relevant currency specified in the applicable Final Terms or Pricing Supplement (as the case may be). At the date of this Base Prospectus, the minimum maturity of all Notes is one year.

Final Terms or Drawdown Prospectus:Notes (other than Exempt Notes) issued under the Programme

may be issued either: (1) pursuant to this Base Prospectus and

the relevant Final Terms; or (2) pursuant to a Drawdown Prospectus.

The terms and conditions applicable to any particular Tranche of Notes will be the Conditions of the Notes as set out herein under Terms and Conditions of the Notes as completed to the extent described in the relevant Final Terms or, as the case may be, as supplemented, amended and/or replaced to the extent described in the relevant Drawdown Prospectus.

Pricing Supplement: Exempt Notes issued under the Programme shall be issued pursuant to this Base Prospectus and the relevant Pricing Supplement.

Issuance in Series: Notes will be issued in series (each, a Series). Each Series may comprise one or more tranches (Tranches and each, a Tranche) issued on different issue dates. The Notes of each Series will have identical terms, except that: (i) the issue date, the issue price and the amount of the first payment of interest may be different in respect of different Tranches; and (ii) a Series may comprise Notes in more than one denomination.

Form of Notes: The Notes will be represented by one or more Global Notes (see Form of the Notes for further details). If the Global Note is intended to be issued under the new safekeeping structure (NSS), as stated in the relevant Final Terms or Pricing Supplement (as the case may be), the Global Note must be delivered to a Common Safekeeper and registered in the name of a nominee of the Common Safekeeper. If the Global Note is not intended to be issued under the NSS, and is intended to be issued under the classic safekeeping structure (CSS), the Global Note must be delivered to the Common Depositary and be registered in the name of the Common Depositary or the name of a nominee of the Common Depositary. Notes will be issued under the CSS unless otherwise specified in the relevant Final Terms or Pricing Supplement (as the case may be). Notes will be issued without coupons or talons.

Each Global Note may be exchangeable for notes in definitive form (Definitive Notes) represented by a registered certificate (a Note Certificate) only in accordance with the procedures described in the relevant Global Note.

Any interest in a Global Note will be transferable only in

accordance with the rules and procedures for the time being of the common safekeeper for Euroclear (as defined below), Clearstream, Luxembourg (as defined below) and/or any Alternative Clearing System (as defined below), as applicable.

Currencies: Subject to any applicable legal or regulatory restrictions, the Notes shall be denominated in such currencies as may be agreed between the relevant Issuer and the relevant Dealer(s), including, without limitation, euro, sterling, U.S. dollars, Australian dollars and New Zealand dollars (as indicated in the applicable Final Terms).

Status of Notes: Notes will be direct, unsecured (subject to the Negative Pledge provisions described herein) and senior obligations of the relevant Issuer ranking pari passu with all other present and future unsecured and senior general obligations of such Issuer but in the event of insolvency, only to the extent permitted by applicable laws relating to creditors rights.

Guarantees: GMF has unconditionally and irrevocably guaranteed the due payment of all sums to be payable under the Notes issued by GMFI pursuant to the terms of the guarantee dated 17 September 2014, as amended, restated and/or updated from time to time, issued by GMF (the GMF Guarantee).

Subject to the automatic discharge described below, AFSI has guaranteed the due payment of all sums to be payable under the Notes issued by GMF and GMFI pursuant to the terms of the guarantee dated 17 September 2014, as amended, restated and/or updated from time to time, issued by AFSI (the AFSI Guarantee).

If any Restricted Subsidiary of the relevant Obligor(s) issues or guarantees any Triggering Indebtedness (as defined in Condition 4), then GMF shall cause, so far as it can by the proper exercise of voting and other rights or powers of control exercisable by it in relation to its Subsidiaries, such Restricted Subsidiary to execute a guarantee substantially in the form of the AFSI Guarantee (each, a Subsidiary Guarantee and collectively with the GMF Guarantee and the AFSI Guarantee, the Guarantees).

In the event a Subsidiary Guarantee is executed, the Obligors shall prepare a supplement to this Base Prospectus or a new Base Prospectus for use in connection with any subsequent issue of Notes.

The AFSI Guarantee and any Subsidiary Guarantees will be automatically and unconditionally released and discharged when, among other things, (i) the Reference Notes (as defined in Condition 4) have been allotted an investment grade rating from at least two out of three specified rating agencies and the guarantors in respect of the Existing 2017 Notes and the Existing 2018 Notes (each as defined in Condition 4) no longer guarantee the obligations thereunder and are not guarantors or issuers of certain other indebtedness, or (ii) upon a sale or other disposition of all of the assets of the relevant Guarantor following which such Guarantor is no longer a Restricted Subsidiary of the relevant Obligor(s).

Subject in each case to the provisions thereof, the Guarantees constitute the unsubordinated and unsecured obligations of, as the case may be, GMF, AFSI and any Restricted Subsidiary of the relevant Obligor(s) who executes a Subsidiary Guarantee,

respectively.

Redemption: The applicable Final Terms or Pricing Supplement (as the case may be) will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of the relevant Issuer and/or the Noteholders upon giving notice to the Noteholders or the relevant Issuer and the relevant Guarantor(s), as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the relevant Issuer and the relevant Dealer.

Unless previously redeemed, or purchased and cancelled, each Note shall be redeemed at its maturity redemption amount as specified in the applicable Final Terms or Pricing Supplement (as the case may be).

Fixed Rate Notes: Fixed Rate Notes will bear interest payable in arrear on the date or dates in each year and at the rate(s) specified in the relevant Final Terms or Pricing Supplement (as the case may be).

Floating Rate Notes: Floating Rate Notes will bear interest determined separately for each Series as specified in the relevant Final Terms or Pricing Supplement (as the case may be) and as follows:

(i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and/or updated as at the Issue Date of the first Tranche of Notes of the relevant Series;

(ii) by reference to LIBOR or EURIBOR, as set out in the applicable Final Terms; or

(iii) by reference to LIBOR or EURIBOR or such other reference rate as set out in the applicable Pricing Supplement as to Exempt Notes,

in each case as adjusted for any applicable margin. Interest payment dates and periods will be specified in the

relevant Final Terms or Pricing Supplement (as the case may be).

Zero Coupon Notes: Zero Coupon Notes (as defined in Terms and Conditions of the Notes) may be issued at their nominal amount or at a discount to it and will not bear interest.

Exempt Notes: The relevant Issuer and the relevant Guarantor(s) may agree with any Dealer that Exempt Notes may be issued in a form not contemplated by the Conditions of the Notes, in which event the relevant provisions will be included in the applicable Pricing Supplement.

Interest Periods and Interest Rates:The length of the interest periods for the Notes and the

applicable interest rate or its method of calculation may differ

from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Final Terms or

Pricing Supplement (as the case may be).

Specified Denominations:Notes will be issued in such denominations as may be

specified in the relevant Final Terms or Pricing Supplement (as the case may be) (save that the minimum denomination of any

Notes admitted to trading on a regulated market (within the meaning of the MiFID) within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which would otherwise require the publication of a prospectus under the Prospectus

Directive will be 100,000 and integral multiples of 1,000 (or

if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).

Taxation: All payments in respect of Notes will be made without deduction for or on account of any withholding taxes imposed by or on behalf of any of the Relevant Jurisdictions (as defined in Condition 8) or their respective political sub-divisions, subject to certain exceptions. See Terms and Conditions of the Notes Condition 8.

Negative Pledge: The relevant Issuer and the relevant Guarantor(s) shall not, and shall not permit any of their respective Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien (as defined in Condition 4) of any kind (other than Permitted Liens (as defined in Condition 4)) upon any of their property or assets, now owned or hereafter acquired to secure: (i) payment of any sum due in respect of any Specified Indebtedness (as defined in Condition 4); or (ii) payment under any guarantee of any Specified Indebtedness; or (iii) any payment under any indemnity or other like obligations relating to any Specified Indebtedness, unless all payments due under the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien. For clarity, nothing in Condition 4 limits the amount of unsecured Indebtedness that can be incurred by the relevant Issuer, the relevant Guarantor(s) or any of their respective Restricted Subsidiaries.

Change of Control: Upon a Change of Control (as defined in Condition 4), the relevant Issuer will be required to offer, or cause an offer to be made, to purchase all outstanding Series of Notes at a price equal to 101 per cent. of their principal amount plus accrued and unpaid interest, if any, to the date of purchase.

If at any time the credit rating of GMF is investment grade from at least two out of three specified rating agencies, then this Change of Control covenant will cease to apply to all outstanding Series of Notes.

See Condition 4(c) in the Terms and Conditions of the Notes.

Governing Law: The Notes and all related contractual documentation (including the Guarantees) will be governed by, and construed in accordance with, the laws of the State of New York.

Ratings: The Programme has been rated BB+ by Fitch Ratings, Inc. (Fitch), Ba1 by Moodys Investors Service, Inc. (Moodys) and BB- by Standard & Poors Ratings Services (S&P). None of Fitch, Moodys and S&P are established in the EU or registered under CRA Regulation, but the ratings given to the Programme are endorsed by Fitch Ratings Ltd., Moodys Investors Service Ltd. and Standard & Poors Credit

Approval, Listing and Admission to Trading:

Market Services Europe Limited, respectively, each of which is established in the EEA and registered under the CRA Regulation.

Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final Terms or applicable Pricing Supplement, as the case may be, and will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

This Base Prospectus has been approved by the Central Bank as competent authority under the Prospectus Directive. Application may be made to the Irish Stock Exchange for Notes issued under the Programme within 12 months of the date of approval of this Base Prospectus to be admitted to the Official List and to trading on the Main Securities Market. The Notes may also be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets, as may be agreed between the relevant Issuer and the relevant Dealer in relation to each Series and as stated in the applicable Final Terms or Pricing Supplement (as the case may be). Notes may be issued which are neither listed nor admitted to trading on any stock exchange or market. The terms of such Exempt Notes will be set forth in a Pricing Supplement.

Clearing Systems: Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, socit anonyme (Clearstream, Luxembourg) and/or, in relation to any Tranche, such other clearing system as may be agreed between the relevant Issuer, the Fiscal Agent, the Registrar and the relevant Dealer(s) and specified in the relevant Final Terms or Pricing Supplement, as the case may be (an Alternative Clearing System and together with Euroclear and Clearstream Luxembourg, the Clearing Systems and each a Clearing System).

Selling Restrictions: There are selling restrictions on the offer, sale and transfer of the Notes in the United States of America, the European Union, the U.K., Ireland, The Netherlands, France, Republic of Italy, Hong Kong, Singapore and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes. See Subscription and Sale.

U.S. Selling Restrictions: Regulation S Compliance Category 2 as specified in the applicable Final Terms or applicable Pricing Supplement, as the case may be.

RISK FACTORS

In purchasing Notes, investors assume the risk that each Obligor may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in one or more of the Obligors becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as each Obligor may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside each Obligors control. Each Obligor has identified in this Base Prospectus a number of factors which could materially adversely affect their businesses and ability to make payments due under the Notes.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

Any investment in the Notes involves a high degree of risk. Prospective investors should carefully consider the risks described below and also read the detailed information set out elsewhere in this Base Prospectus (including any documents incorporated by reference herein), and reach their own views prior to making any investment decision.

Words and expressions defined in Form of the Notes and Terms and Conditions of the Notes below shall have the same meanings in this section.

The risks discussed below also include forward-looking statements, and the Obligors actual results may differ substantially from those discussed in these forward-looking statements. See Forward-Looking Statements.

Factors that may affect the Obligors ability to fulfil their respective obligations in respect of the Notes issued under the Programme

The profitability and financial condition of the Groups operations are dependent upon the operations of GMFs parent, General Motors Company (GM).

A material portion of the Groups North American business, approximately 64 per cent. of its total consumer originations and most of its commercial lending activities for 2013, consists of financing or leasing associated with the sale of new GM vehicles and GMFs relationship with GM-franchised dealerships. The Groups international operations (being the Groups operations outside North America and hereinafter referred to as the International Operations) are similarly highly dependent on GM production and sales volume. In 2013, 96 per cent. of the new vehicle dealer inventory financing and 87 per cent. of the new vehicle consumer financing originations in the International Operations were for GM-franchised dealerships and customers. If there were significant changes in GMs liquidity and capital position and access to the capital markets, the production or sales of GM vehicles to retail customers, the quality or resale value of GM vehicles, or other factors impacting GM or its products, such changes could significantly affect the profitability and financial condition of the Group. In addition, GM sponsors special-rate financing programmes available through the Group. Under these programmes, GM makes interest supplements or other support payments to the Group. These programmes increase the Groups financing volume and its share of financing the sales of GM vehicles. If GM were to adopt marketing strategies in the future that de-emphasised such programmes in favour of other incentives, the Groups financing volumes could be reduced.

There is no assurance that the global automotive market or GMs share of that market will not suffer downturns in the future, and any negative impact could in turn have a material adverse effect on each Obligors financial position, liquidity and results of operations.

GM is not a guarantor of Notes issued under the Programme and may have interests that conflict with those of Noteholders.

GM is not a guarantor of, or in any way obligated in connection with, the Notes. The Notes issued by GMFI are guaranteed solely by GMF and AFSI, and the Notes issued by GMF are guaranteed solely by AFSI.

The Groups holding company, GMF, is a wholly-owned subsidiary of GM. As GMFs parent, GM controls the Groups fundamental corporate policies and transactions, including, but not limited to, the approval of significant corporate transactions. The interests of GM as the equity holder and as parent of a captive finance subsidiary may differ from the interests of Noteholders. For example, GM may have an interest in pursuing, or causing an Obligor to pursue, acquisitions, divestitures, financings or other transactions that, in GMs judgment, could enhance its equity investment in the Group or the value of GMs other businesses, even though those transactions might involve risks to Noteholders.

Because of GMFs holding company structure and the security interests GMFs subsidiaries have granted in their assets, the repayment of Notes issued will be effectively subordinated to substantially all of the Groups other debt.

Notes issued under the Programme represent unsecured obligations of the relevant Issuer and each Guarantee represents unsecured obligations of the relevant Guarantor. Obligations in respect of such Notes will effectively be junior in right of payment to the relevant Obligors secured indebtedness. Holders of any secured indebtedness of any Obligor, such Obligors subsidiaries and the Groups securitisation trusts or vehicles will have claims that rank ahead of the claims of the holders of any debt securities issued by the Issuers with respect to the assets securing the Obligors other indebtedness. Notably, substantially all of the Groups receivables have been pledged to secure the repayment of debt issued under the Groups credit or other secured funding facilities or, in securitisation transactions. Any debt securities issued by the Issuers, including Notes issued under the Programme, will effectively rank junior to that secured indebtedness. As of 30 June 2014, the aggregate amount of GMFs subsidiaries indebtedness was approximately U.S.$28.6 billion, of which U.S.$25.0 billion was secured debt.

If any Obligor defaults in its obligations under any of its secured debt, such Obligors secured lenders could proceed against the collateral granted to them to secure that indebtedness. If any secured indebtedness were to be accelerated, there can be no assurance that the Groups assets would be sufficient to repay in full that indebtedness and the Groups other indebtedness, including the Notes. In addition, upon any distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganisation or similar proceeding, the holders of secured indebtedness will be entitled to receive payment in full from the proceeds of the collateral securing the Groups secured indebtedness before the holders of the Notes will be entitled to receive any payment with respect thereto. As a result, Noteholders may recover proportionally less than holders of secured indebtedness.

Although Notes issued under the Programme are referred to as senior notes, such Notes will be effectively subordinated to the rights of the Issuers existing and future secured creditors and any liabilities of members of the Group who are not guarantors.

Holders of the Groups present and future secured indebtedness will have claims that are senior to the claims of Noteholders, to the extent of the value of the collateral securing such other indebtedness. Notes will be effectively subordinated to existing secured financings and any other secured indebtedness incurred by the Group. In the event of any distribution or payment of the Groups assets in any foreclosure, dissolution, winding-up, liquidation, reorganisation or other bankruptcy proceeding, holders of secured indebtedness will have a prior claim to those assets that constitute their collateral.

Holders of the Notes will participate rateably with all holders of the Groups unsecured indebtedness that is deemed to be of the same class as the Notes, and potentially with all of the Groups other general creditors, based upon the respective amounts owed to each holder or creditor, in the Groups remaining assets. Notes will also be structurally subordinated in right of payment to all indebtedness and other liabilities and commitments (including trade payables and lease obligations) of members of the Group which are not guarantors (Non- Guarantor Subsidiaries). Non-Guarantor Subsidiaries include the Groups special purpose finance vehicles which hold substantially all of the Groups loan and lease receivables.

The right of Noteholders to receive payments on Notes could be adversely affected if any of Non-Guarantor Subsidiary or other special purpose finance vehicles declares bankruptcy, liquidates or reorganises.

In the event of a bankruptcy, liquidation or reorganisation of any of the Non-Guarantor Subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to the Group.

A substantial portion of GMFs business is conducted through certain wholly-owned subsidiaries which are special purpose entities and are subject to substantial contractual restrictions. Such special purpose finance vehicles are not guarantors with respect to any debt securities issued by the Group, including Notes issued under the Programme. As of the date of this Base Prospectus, substantially all financings by the Group under its credit facilities and its securitisation transactions were secured by a first priority lien on the receivables and related assets held by such special purpose finance vehicles. The assets owned by the special purpose finance vehicles will not be available to satisfy claims by GMFs creditors, including any claims made under the Notes. Because the special purpose finance vehicles are not guarantors of Notes issued under the Programme, any debt securities issued by the Issuers will be structurally subordinated to all indebtedness and other obligations of the special purpose finance vehicles.

In addition, the credit enhancement held by certain of GMFs subsidiaries consists of subordinated interests in its securitisations and is effectively subordinated to the asset-backed securities issued in such securitisations. There can be no assurance that GMFs operations, independent of its Non-Guarantor Subsidiaries, will generate

sufficient cash flow to support payment of interest or principal on any debt securities issued by it, including Notes issued under the Programme, or that dividend distributions will be available from GMFs subsidiaries to fund these payments.

Aside from the guarantee that GMF has granted to GMFI as an Issuer of Notes under the Programme, initially only GMFs principal United States operating subsidiary, AFSI, will guarantee Notes issued by GMF and GMFI under the Programme, unless any Subsidiary Guarantees are subsequently entered into. Non- Guarantor Subsidiaries hold substantially all of the Groups consolidated assets and have incurred substantial indebtedness. Noteholders rights to receive payments on the Notes could be adversely affected if any of such Non-Guarantor Subsidiaries declares bankruptcy, liquidates or reorganises.

Under certain circumstances, certain other members of the Group may guarantee Notes issued under the Programme in the future. In the event of a bankruptcy, liquidation or reorganisation of any Non-Guarantor Subsidiary, holders of such Non-Guarantor Subsidiarys indebtedness and its trade creditors will generally be entitled to payment of their claims from the assets of such Non-Guarantor Subsidiary before any assets are made available for distribution to GMF.

GMF was served a subpoena by the U.S. Department of Justice relating to an investigation of subprime automobile loans since 2007 in connection with potential violations of Financial Institutions Reform, Recovery, and Enforcement Act of 1989.

On July 28, 2014, GMF was served with a subpoena by the U.S. Department of Justice (DOJ) directing it to produce certain documents relating to its and its subsidiaries and affiliates origination and securitisation of subprime automobile loans since 2007 in connection with an investigation by DOJ in contemplation of a civil proceeding for potential violations of Financial Institutions Reform, Recovery, and Enforcement Act of 1989. Among other matters, the subpoena requests information relating to the underwriting criteria used to originate these automobile loans and the representations and warranties relating to those underwriting criteria that were made in connection with the securitisation of the automobile loans.

DOJs investigation could result in a wide range of potential outcomes. No assurance can be given that the ultimate outcome of the investigation or any resulting proceedings would not materially and adversely affect GMF or any of its subsidiaries and affiliates or the interests of the Noteholders or the Obligors ability to perform their respective duties under the Notes and/or the Guarantees.

The Groups ability to continue to fund its businesses is dependent on a number of financing sources.

GMF is a holding company and its only internal source of cash is from distributions from the Group.

GMF is the holding company of the Group with no operations of its own and it conducts all of its business through its subsidiaries (including the other Obligors). GMFs only significant asset is the outstanding capital stock of its subsidiaries. GMF is wholly dependent on the cash flow of its subsidiaries and dividends and distributions to it from its subsidiaries in order to service its current indebtedness, including payment of principal, premium, if any, and interest on any of its indebtedness, and any of its future obligations. GMFs subsidiaries and special purpose finance vehicles are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due pursuant to any of GMFs indebtedness or to make any funds available therefor, except for those subsidiaries that have guaranteed GMFs obligations under any outstanding senior or unsecured indebtedness and that will guarantee GMFs or GMFIs (as the case may be) obligations under Notes issued by GMF or GMFI (as the case may be) under the Programme. The ability of GMFs subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of any debt instruments of those subsidiaries then in effect and applicable law. There can be no assurance that GMFs subsidiaries will generate cash flow sufficient to pay dividends or distributions to GMF to enable it to pay interest or principal on its existing indebtedness or on any Notes issued under the Programme.

GMFs rights to participate in the distribution of assets of any of its subsidiaries upon such subsidiarys liquidation or reorganisation will be subject to the prior claims of that subsidiarys creditors, except to the extent that GMF is recognised as a creditor of that subsidiary, in which case its claims would still be subject to the claims of any secured creditor of that subsidiary. As of 30 June 2014, the aggregate amount of debt and other obligations of GMFs subsidiaries (including debt, guarantees of GMFs debt and other liabilities) was approximately U.S.$30.5 billion, of which approximately U.S.$25.0 billion was debt in connection with GMFs credit facilities and securitisation notes payable.

Dependence on Credit Facilities.

The Group depends on various credit facilities to initially finance its loan and lease originations and commercial lending business.

The Group cannot guarantee that its credit facilities will continue to be available beyond the current maturity dates on reasonable terms or at all. Additionally, as the Groups volume of loan and lease originations increase, and as the Groups commercial lending business grows in North America, the Group will require the expansion of its borrowing capacity on its existing credit facilities or the addition of new credit facilities. Some of the Groups credit facilities in Europe and Latin America are uncommitted, meaning that the lenders under these facilities are not obligated to fund borrowing requests and may terminate the facilities at any time and for any reason. The availability of these financing sources depend, in part, on factors outside of the Groups control, including regulatory capital treatment for unfunded bank lines of credit, the financial strength and strategic objectives of the banks that participate in its credit facilities and the availability of bank liquidity in general. If the Group is unable to extend or replace these facilities or arrange new credit facilities or other types of interim financing, it will have to curtail or suspend origination and funding activities, which would have a material adverse effect on its financial position, liquidity and results of operations.

Most of the Groups credit facilities, other than the unsecured GM junior subordinated credit facility (the GM Junior Subordinated Credit Facility), contain borrowing bases or advance formulas which require the relevant Group company to pledge finance and lease assets in excess of the amounts which it can borrow under those facilities. The relevant Group company is also required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under most credit facilities. In addition, the finance and lease assets pledged as collateral must be less than 31 days delinquent at periodic measurement dates. Accordingly, increases in delinquencies or defaults on pledged collateral resulting from weakened economic conditions, or due to the Groups inability to execute securitisation transactions or any other factor, would require the Group to pledge additional finance and lease assets to support the same borrowing levels and to replace delinquent or defaulted collateral. The pledge of additional finance and lease assets to support its credit facilities would adversely impact the Groups financial position, liquidity, and results of operations.

Additionally, the credit facilities, other than the GM Junior Subordinated Credit Facility, generally contain various covenants requiring certain minimum financial ratios, asset quality, and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements or restrict the Groups ability to obtain additional borrowings under these facilities.

Dependence on Securitisation Programmes.

General. In North America and Europe, the Group relies upon its ability to transfer finance and leased assets to newly formed securitisation trusts and special purpose vehicles and sell securities in the asset-backed securities market to generate cash proceeds for repayment of credit facilities and to purchase additional assets. Accordingly, adverse changes in such asset-backed securities programmes or in the asset-backed securities market in general have in the past, and could in the future, materially adversely affect the Groups ability to originate and securitise loans and leases on a timely basis and upon terms acceptable to them. Any adverse change or delay would have a material adverse effect on its financial position, liquidity and results of operations.

The Group will continue to require the execution of securitisation transactions in order to fund its future liquidity needs. Additionally, the Group will require the expansion of its securitisation programme, or the development of other long-term funding solutions, to fund its North American lease originations and its commercial lending receivables. There can be no assurance that funding will be available to the Group through these sources or, if available, that it will be on terms acceptable to it. If these sources of funding are not available to the Group on a regular basis for any reason, including the occurrence of events of default, deterioration in loss experience on the collateral, breach of financial covenants or portfolio and pool performance measures, disruption of the asset-backed market or otherwise, the Group will be required to revise the scale of its business, including the possible discontinuation of origination activities, which would have a material adverse effect on the Groups financial position, liquidity, and results of operations.

There can be no assurance that the Group will continue to be successful in selling securities in the North American or European asset-backed securities markets. Since the Group is highly dependent on the availability of the asset-backed securities market to finance its operations, disruptions in this market or adverse changes or delays in its ability to access this market would have a material adverse effect on its financial positions, liquidity, and results of operations. Reduced investor demand for asset-backed securities could result in the Group having to hold assets until investor demand improves, but its capacity to hold assets is not unlimited. A reduced demand for its asset-backed securities could require the Group to reduce its origination levels. Adverse

market conditions could also result in increased costs and reduced margins in connection with the Groups securitisation transactions.

Certain Securitisation Structures. The Group utilises senior subordinated securitisation structures which involve the public and private sale of subordinated asset-backed securities to provide credit enhancement for the senior, or highest rated, asset-backed securities. Sizes of the senior and subordinated classes depend upon rating agency loss assumptions and loss coverage requirements. The market environment for subordinated securities is traditionally smaller than for senior securities and, therefore, can be more challenging than the market for triple- A securities.

There can be no assurance that the Group will be able to sell the subordinated securities in a senior subordinated securitisation, or that the pricing and terms demanded by investors for such securities will be acceptable to the Group. If the Group was unable for any reason to sell the subordinated securities in a senior subordinated securitisation, it would be required to hold such securities, or find other sources of debt financing which could have a material adverse effect on its financial position, liquidity and results of operations and could force it to curtail or suspend origination activities.

The amount of the initial credit enhancement on future senior subordinated securitisations will be dependent upon the amount of subordinated securities sold and the desired ratings on the securities being sold. The required initial and targeted credit enhancement levels depend, in part, on the net interest margin expected over the life of a securitisation, the collateral characteristics of the pool of assets securitised, credit performance trends of the entire portfolio and the structure of the securitisation transaction. Credit enhancement levels may also be impacted by the Groups financial condition and the economic environment. In periods of economic weakness and associated deterioration of credit performance trends, required credit enhancement levels generally increase, particularly for securitisations of higher-risk finance receivables such as the Groups sub- prime loan portfolio. Higher levels of credit enhancement require significantly greater use of liquidity to execute a securitisation transaction. The level of credit enhancement requirements in the future could adversely impact the Groups ability to execute securitisation transactions and may affect the timing of such securitisations given the increased amount of liquidity necessary to fund credit enhancement requirements. This, in turn, may adversely impact the Groups ability to opportunistically access the capital markets when conditions are favourable.

To service its debt, the Group will require a significant amount of cash. The Groups ability to generate cash depends on many factors.

The Groups ability to make payments on or to refinance its indebtedness and to fund its operations depends on its ability to generate cash and its access to the capital markets in the future. These, to a certain extent, are subject to general economic, financial, competitive, legislative, regulatory, capital market conditions and other factors that are beyond the Groups control.

The Group expects to continue to require substantial amounts of cash. The Groups primary cash requirements include the funding of:

loan and lease purchases and commercial finance receivables funding, pending their securitisation;

acquisitions;

credit enhancement requirements in connection with securitisation and credit facilities;

interest and principal payments under existing credit facilities and other indebtedness;

fees and expenses incurred in connection with the securitisation and servicing of loans and leases and credit facilities;

on-going operating expenses; and

capital expenditures.

The Group requires substantial amounts of cash to fund its origination and securitisation activities. Additionally, the Groups dealer wholesale and commercial lending business includes loans to dealers for real estate acquisition and development, capital loans and loans for parts and supplies that may not be eligible for pledging under a credit facility or funding in a securitisation transaction. Accordingly, the Groups commercial lending business requires substantial amounts of cash to support and grow.

The Groups primary sources of future liquidity are expected to be:

payments on loans, leases and commercial lending receivables not yet securitised;

distributions received from securitisation trusts which issue securities backed by loans or lease-related assets;

servicing fees;

borrowings under credit facilities or proceeds from securitisation transactions; and

further issuances of other debt securities, both secured and unsecured.

Because the Group expects to continue to require substantial amounts of cash for the foreseeable future, it anticipates that it will need additional credit facilities and will require the execution of additional securitisation transactions and additional debt financings including unsecured note offerings. The type, timing and terms of financing selected by the Group will be dependent upon its cash needs, the availability of other financing sources and the prevailing conditions in the capital markets. There can be no assurance that funding will be available to the Group through these sources or, if available, that the funding will be on acceptable terms. If the Group is unable to execute securitisation transactions on a regular basis, it would not have sufficient funds to finance new originations and, in such event, it would be required to revise the scale of its business, which would have a material adverse effect on its ability to achieve its business and financial objectives.

The Groups substantial indebtedness could adversely affect its financial health and prevent it from fulfilling its obligations under existing indebtedness.

The Group currently has a substantial amount of outstanding indebtedness. In addition, GMF has guaranteed a substantial amount of indebtedness incurred by entities forming part of the International Operations it has acquired from Ally Financial Inc. (Ally). GMF has also entered into intercompany loan agreements with several of its subsidiaries in Europe and Latin America, providing these companies with access to GMFs liquidity to support originations and other activities. The Groups ability to make payments of principal or interest on, or to refinance, its indebtedness will depend on its future operating performance, and the Groups ability to enter into additional credit facilities and securitisation transactions as well as other debt financings, which, to a certain extent, are subject to economic, financial, competitive, regulatory, capital markets and other factors beyond the Groups control.

If the Group is unable to generate sufficient cash flows in the future to service its debt, it may be required to refinance all or a portion of its existing debt or to obtain additional financing. There can be no assurance that any refinancings will be possible or that any additional financing could be obtained on acceptable terms. The inability to service or refinance existing debt or to obtain additional financing would have a material adverse effect on the Groups financial position, liquidity, and results of operations.

The degree to which the Group is leveraged creates risks, including:

it may be unable to satisfy its obligations under its outstanding indebtedness;

it may find it more difficult to fund future credit enhancement requirements, operating costs, tax payments, capital expenditures, or general corporate expenditures;

it may have to dedicate a substantial portion of its cash resources to payments on its outstanding indebtedness, thereby reducing the funds available for operations and future business opportunities; and

it may be vulnerable to adverse general economic, capital markets and industry conditions.

The Groups credit facilities typically require the relevant Group entity to comply with certain financial ratios and covenants, including minimum asset quality maintenance requirements. These restrictions may interfere with its ability to obtain financing or to engage in other necessary or desirable business activities.

If the Group cannot comply with the requirements in its credit facilities, then the lenders may increase the Groups borrowing costs, remove it as servicer or declare the outstanding debt immediately due and payable. If the Groups debt payments were accelerated, the assets pledged on these facilities might not be sufficient to fully repay the debt. These lenders may foreclose upon their collateral, including the restricted cash in these credit facilities. These events may also result in a default under the Groups senior note indentures. The Group may not be able to obtain a waiver of these provisions or refinance its debt, if needed. In such case, its financial condition, liquidity, and results of operations would materially suffer.

Defaults and prepayments on contracts and commercial receivables purchased or originated by the Group could adversely affect its operations.

The Groups financial condition, liquidity and results of operations depend, to a material extent, on the performance of loans and leases in its portfolio. The obligors under contracts acquired or originated by the Group, including dealer obligors in its commercial lending portfolio, may default during the term of their loan

or lease. Generally, the Group bears the full risk of losses resulting from defaults. In the event of a default, the collateral value of the financed vehicle or, in the case of a commercial obligor, the value of the inventory and other commercial assets the Group finances, usually does not cover the outstanding amount due to it, including the costs of recovery and asset disposition.

The amounts owed to the Group by any given dealership or dealership group in the Groups commercial lending portfolio can be significant. The amount of potential loss resulting from the default of a dealer in the Groups commercial lending portfolio can, therefore, be material even after disposing of the inventory and other assets to offset the defaulted obligation. Additionally, because the receivables in the Groups commercial lending portfolio may include complex arrangements including guarantees, inter-creditor agreements, mortgage and other liens, the Groups ability to recover and dispose of the underlying inventory and other collateral may be time consuming and expensive, thereby increasing its potential loss.

The Group maintains either an allowance for loan losses or a carrying value adjustment on its finance receivables which reflects managements estimates of inherent losses for these receivables. An allowance for loan losses applies to receivables originated subsequent to an acquisition, while a carrying value adjustment applies to receivables originated prior to an acquisition. If the allowance or carrying value adjustment is inadequate, the Group would recognise the losses in excess of that allowance or carrying value adjustment as an expense and results of operations would be adversely affected. A material adjustment to the Groups allowance for loan losses or carrying value adjustment and the corresponding decrease in earnings could limit its ability to enter into future securitisations and other financings, thus impairing its ability to finance its business.

An increase in defaults would reduce the cash flows generated by the Group, and distributions of cash to it from its securitisations would be delayed and the ultimate amount of cash distributable to it would be less, which would have an adverse effect on its liquidity.

Consumer prepayments and dealer repayments on commercial obligations, which are generally revolving in nature, affect the amount of finance charge income the Group receives over the life of the loans. If prepayment levels increase for any reason and the Group is not able to replace the prepaid receivables with newly-originated loans, it will receive less finance charge income and its results of operations may be adversely affected.

U.S. federal and state statutes allow courts, under specific circumstances, to void Notes and the Guarantees and require Noteholders to return payments received from an Obligor.

Under U.S. federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, Notes issued by GMF and the Guarantees could be voided, or claims in respect of such Notes or the Guarantees could be subordinated to all other debts of GMF or AFSI or any Subsidiary Guarantor if, among other things, GMF or AFSI or any Subsidiary Guarantor, at the time the indebtedness evidenced by the Notes or the Guarantees was incurred:

received less than reasonably equivalent value or fair consideration for the incurrence of the indebtedness;

were insolvent or rendered insolvent by reason of the incurrence of the indebtedness or the granting of the Guarantees;

were engaged in a business or transaction for which GMFs or AFSIs or any Subsidiary Guarantors respective remaining assets constituted unreasonably small capital; or

intended to incur, or believed that GMF or AFSI or any Subsidiary Guarantor would incur, debts beyond GMFs or AFSIs or any Subsidiary Guarantors respective ability to pay those debts as they mature.

In addition, any payment by GMF or AFSI or any Subsidiary Guarantor pursuant to Notes issued by GMF or the Guarantees could be voided and required to be returned to GMF or AFSI or any Subsidiary Guarantor (as the case may be), or to a fund for the benefit of GMFs creditors or the creditors of AFSI or any Subsidiary Guarantor respectively.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, under applicable U.S. federal law, GMF or AFSI or any Subsidiary Guarantor would be considered insolvent if:

the sum of GMFs or AFSIs or any Subsidiary Guarantors respective debts, including contingent liabilities, were greater than the fair saleable value of all of GMFs or AFSIs or any Subsidiary Guarantors respective assets;

the present fair saleable value of GMFs or AFSIs or any Subsidiary Guarantors respective assets were less than the amount that would be required to pay GMFs or AFSIs or any Subsidiary Guarantors

respective probable liability on GMFs or AFSIs or any Subsidiary Guarantors respective existing debts, including contingent liabilities, as they become absolute and mature; or

GMF or AFSI or any Subsidiary Guarantor could not pay GMFs or AFSIs or any Subsidiary Guarantors respective debts as they become due.

In the event of a default, the Obligors may have insufficient funds to make any payments due on the Notes.

A default under the Notes could lead to a default under existing and future agreements governing the Groups indebtedness. If, due to a default, the repayment of related indebtedness were to be accelerated after any applicable notice or grace periods, the Obligors may not have suf