incorporate by reference the Annual Report on Form 10-K for the year ended 31 December 2017 of GMF and its subsidiaries (the 10-K 2017 Report );
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1 General Motors Financial Company, Inc. (a company incorporated in the State of Texas, United States of America) 10,000,000,000 Euro Medium Term Note Programme guaranteed by AmeriCredit Financial Services, Inc. This Supplement No. 1 (this Supplement ) is supplemental to, and must be read in conjunction with, the Base Prospectus dated 28 July 2017 (the Base Prospectus ), issued by General Motors Financial Company, Inc. ( GMF and the Issuer ) with respect to its 10,000,000,000 Euro Medium Term Note Programme (the Programme ), and constitutes a supplement for the purposes of Article 16 of Directive 2003/71/EC, as amended (the Prospectus Directive ). Terms used but not defined in this Supplement shall have the meaning ascribed thereto in the Base Prospectus. This Supplement has been approved by the Central Bank of Ireland (the Central Bank ) as competent authority under the Prospectus Directive. The Central Bank only approves this Supplement as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. AmeriCredit Financial Services, Inc. ( AFSI ) accepts responsibility only for the information contained in this Supplement relating to itself. 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 this Supplement relating to itself is in accordance with the facts and does not omit anything likely to affect the import of such information. PURPOSE OF THIS SUPPLEMENT The purpose of this Supplement is to: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) incorporate by reference the Annual Report on Form 10-K for the year ended 31 December 2017 of GMF and its subsidiaries (the 10-K 2017 Report ); update the section titled Key Operating Results in the Base Prospectus; update (a) the Important Information section and (b) the Form of Final Terms (in each case, contained in the Base Prospectus) as a result of the implementation of MiFID II; update the Important Information section as a result of the implementation of the Benchmarks Regulation (as defined below); include a new risk factor relating to the future discontinuation of LIBOR; update details of the administrative, management and supervisory bodies of GMF; update details of the administrative, management and supervisory bodies of AFSI; update the statement in the Base Prospectus relating to no significant or material adverse change in the Initial Obligors financial positions; and reflect the change in GMF s auditor from Deloitte & Touche LLP to Ernst & Young LLP. 1. INFORMATION INCORPORATED BY REFERENCE The information set out in the cross reference list below that is contained in the 10-K 2017 Report, which includes the audited consolidated financial statements of GMF as of and for the years ended 31 December 2017 and 31 December 2016 and which has previously been published and has been filed with the Central Bank, shall be incorporated by reference in, and form part of, the Base Prospectus. The date of this Supplement is 19 February 2018
2 Any non-incorporated parts of the foregoing document are either deemed not relevant for an investor or are otherwise covered elsewhere in the Base Prospectus. Copies of the 10-K 2017 Report can be obtained from the registered office of GMF and from the specified office of the Paying Agent for the time being in London and will be published on the Irish Stock Exchange s website at Cross Reference List GMF s Annual Report on Form 10-K for the year ended 31 December 2017 Page Number Report of Independent Registered Public Accounting Firm Page 25 Consolidated Balance Sheets as of 31 December 2017 and 31 December 2016 Page 26 Consolidated Statements of Income for the three years ended 31 December 2017, Page and 2015 Consolidated Statements of Comprehensive Income for the three years ended 31 Page 27 December 2017, 2016 and 2015 Consolidated Statements of Shareholders Equity for the three years ended 31 Page 28 December 2017, 2016 and 2015 Consolidated Statements of Cash Flows for the three years ended 31 December 2017, Page and 2015 Notes to Consolidated Financial Statements Pages 31 to KEY OPERATING RESULTS The paragraphs and the table on page 78 of the Base Prospectus under the heading titled Key Operating Results shall be deemed deleted and replaced with the following: The table below summarises certain key operating results of the Group for the years ended 31 December 2017 and 31 December Potential investors should read this data in conjunction with GMF s consolidated financial statements and the notes thereto appearing in the 10-K 2017 Report incorporated by reference into this Base Prospectus. All results are unaudited other than Tangible Net Worth as of and for the years ended 31 December 2017 and The figures set out in the table below (other than Leverage Ratio and Tangible Net Worth) exclude the European Operations which are treated as discontinued operations. See General Information - Basis of preparation of financial information contained in this Base Prospectus on page 98 of this Base Prospectus for further information. As of and for the year ended 31 December Net Charge-offs as a % of Average Retail Finance Receivables (%) Operating Expenses Ratio (%) Ending Earning Assets ($m) 85,996 68,622 Leverage Ratio 9.5x 10.4x 2
3 Liquidity ($m) 17,927 12,241 Origination Volume ($m) 45,341 39,689 Tangible Net Worth ($m) 9,097 7,497 The table above is to be read in conjunction with the information included on pages 79 and 80 of the Base Prospectus. 3. MIFID II PRODUCT GOVERNANCE / TARGET MARKET I. IMPORTANT INFORMATION On page iv of the Base Prospectus, the following information shall be added after the paragraph titled Important European Economic Area Retail Investors : MiFID II product governance / target market The relevant Final Terms in respect of any Notes (or relevant Pricing Supplement, in the case of Exempt Notes) will include a legend titled MiFID II Product Governance which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor ) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules ), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise none of the Arranger, the Dealers and any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules. II. FORM OF FINAL TERMS On page 26 of the Base Prospectus, the following information shall be added after the paragraph titled Prohibition of Sales to European Economic Area Retail Investors : [MiFID II product governance / professional investors and eligible counterparties only target market Solely for the purposes of [the/each] manufacturer s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is [eligible counterparties and professional clients only, each defined in [Directive 2014/65/EU (as amended, MiFID II )/MiFID II])]; and (ii) [all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate]. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Notes (a distributor ) should take into consideration the manufacturer[ s/s ] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[ s/s ] target market assessment) and determining appropriate distribution channels.] 4. BENCHMARKS REGULATION On page iv of the Base Prospectus, the following information shall be added before the paragraph titled Important European Economic Area Retail Investors : Amounts payable on Floating Rate Notes (as described in the Conditions) may, if so specified in the relevant Final Terms, be calculated by reference to LIBOR (as defined below) or EURIBOR. As of the date of this Supplement, neither the administrator of LIBOR nor the administrator of EURIBOR is included in the European Securities and Markets Authority s register of administrators under Article 36 3
4 of the Regulation (EU) No. 2016/1011 (the Benchmarks Regulation ). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that none of Intercontinental Exchange Benchmark Administration Ltd (as administrator of LIBOR) and European Money Markets Institute (as administrator of EURIBOR) is currently required to obtain authorisation or registration (or, if located outside the EU, recognition, endorsement or equivalence). 5. FUTURE DISCONTINUATION OF LIBOR On page 19 of the Base Prospectus, the following paragraphs shall be added before the sub-heading Risks related to Notes generally : Future discontinuation of LIBOR may adversely affect the value of Floating Rate Notes which reference LIBOR On 27 July 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it does not intend to continue to persuade, or use its powers to compel, panel banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after The announcement indicates that the continuation of LIBOR on the current basis is not guaranteed after It is not possible to predict whether, and to what extent, panel banks will continue to provide LIBOR submissions to the administrator of LIBOR going forward. This may cause LIBOR to perform differently than it did in the past and may have other consequences which cannot be predicted. Investors should be aware that, if LIBOR were discontinued or otherwise unavailable, the rate of interest on Floating Rate Notes which reference LIBOR will be determined for the relevant period by the fallback provisions applicable to such Notes. Depending on the manner in which the LIBOR rate is to be determined under the Conditions, this may in certain circumstances (i) be reliant upon the provision by reference banks of offered quotations for the LIBOR rate which, depending on market circumstances, may not be available at the relevant time or (ii) could result in the effective application of a fixed rate based on the rate which applied in the previous period when LIBOR was available. Any of the foregoing could have an adverse effect on the value or liquidity of, and return on, any Floating Rate Notes which reference LIBOR. 6. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES OF GMF The paragraphs and the tables on pages 67 and 68 of the Base Prospectus under the sub-heading titled Administrative, Management and Supervisory Bodies shall be deemed deleted and replaced with the following: Executive Officers As of the date of this Supplement, the names and ages of GMF s executive officers and their positions within GMF are as follows: Name (Age) Daniel E. Berce (64) Kyle R. Birch (57) Mark F. Bole (54) Chris A. Choate (55) Present GMF Position (Effective Date) President and Chief Executive Officer (2005) Operating Officer North America and Chief Administrative Officer (2018) Financial Officer (2005) Position Held During the Past Five Years if other than present GMF position (Effective Date) 4
5 Name (Age) Present GMF Position (Effective Date) Position Held During the Past Five Years if other than present GMF position (Effective Date) Connie Coffey (47) Executive Vice President, Corporate Controller and Chief Accounting Officer (2014) Corporate Controller (2012) Michael S. Kanarios (47) Strategy Officer (2017) Chief Operating Officer, International Operations (2015), Chief Financial Officer, International Operations Susan B. Sheffield (51) Treasurer (2014) Executive Vice President, Corporate Finance (2008) James R. Vance (46) Pricing and Risk Officer (2018) Executive Vice President, Pricing Analytics and Product Development (2011) Board of Directors As of the date of this Supplement, the names and ages of the members of the board of directors of GMF are as follows: Name (Age) Present GMF Position (Effective Date) Daniel E. Berce (64) Director (1992) Daniel Amman (45) Director (2010) Charles K. Stevens III (58) Director (2014) The business address of each member of the board of directors is 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, United States of America. Potential Conflicts of Interest The directors of GMF do not hold any principal executive directorships outside the Group that is significant with respect to GMF. Further, there are no potential conflicts of interest of the members of the board of directors of GMF between their duties to GMF and their private interests and/or other duties. 7. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES OF AFSI The paragraphs and the tables on page 69 of the Base Prospectus under the sub-heading titled Administrative, Management and Supervisory Bodies shall be deemed deleted and replaced with the following: Executive Officers As of the date of this Supplement, the names and ages of AFSI s executive officers and their positions within AFSI are as follows: 5
6 Name (Age) Daniel E. Berce (64) Kyle R. Birch (57) Mark F. Bole (54) Chris A. Choate (55) Present AFSI Position (Effective Date) President and Chief Executive Officer (2005) Operating Officer North America and Chief Administrative Officer (2018) Financial Officer (2005) Position Held During the Past Five Years if other than present AFSI position (Effective Date) Connie Coffey (47) Executive Vice President, Corporate Controller and Chief Accounting Officer (2014) Corporate Controller (2012) Michael S. Kanarios (47) Strategy Officer (2017) Chief Operating Officer, International Operations (2015), Chief Financial Officer, International Operations Susan B. Sheffield (51) Treasurer (2014) Executive Vice President, Corporate Finance (2008) James R. Vance (46) Pricing and Risk Officer (2018) Executive Vice President, Pricing Analytics and Product Development (2011) Board of Directors As of the date of this Supplement, the names and ages of the members of the board of directors of AFSI are as follows: Name (Age) Present AFSI Position (Effective Date) Daniel E. Berce (64) Director (1992) Chris A. Choate (55) Director (2010) Susan B. Sheffield (51) Director (2014) The business address of each member of the board of directors is 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, United States of America. 6
7 8. NO SIGNIFICANT OR MATERIAL ADVERSE CHANGE On page 96 of the Base Prospectus, the paragraph under the heading titled No Significant or Material Adverse Change in the Initial Obligors Financial Positions shall be deemed deleted and replaced with the following: There has been no significant change in the financial or trading position of any of GMF, AFSI or the Group since 31 December 2017 and no material adverse change in the prospects of any of GMF, AFSI or the Group since 31 December CHANGE OF AUDITOR On 25 September 2017, GMF confirmed the appointment of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending 31 December 2018 onwards (replacing Deloitte & Touche LLP). In connection with this, on page 97 of the Base Prospectus, the paragraph under the section titled Independent Registered Public Accounting Firm shall be deemed deleted and replaced with the following: Deloitte & Touche LLP of 201 Main St., Suite 1501, Fort Worth, Texas 76102, United States of America, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board and a member of the American Institute of Certified Public Accountants, have audited, and rendered an unqualified audit report on, the consolidated financial statements of GMF as of and for the years ended 31 December 2015, 31 December 2016 and 31 December 2017 appearing in the 10-K 2016 Report and the 10-K 2017 Report, as the case may be, incorporated by reference in this Base Prospectus. Ernst & Young LLP of 425 Houston Street, Suite 600, Fort Worth, Texas 76102, United States of America, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board and a member of the American Institute of Certified Public Accountants, has been appointed as GMF s independent registered public accounting firm for the fiscal year ending 31 December 2018 onwards (replacing Deloitte & Touche LLP). On page 99 of the Base Prospectus, the auditor s address shall be replaced by the following: AUDITORS (For the fiscal years ended 31 December 2015, 2016 and 2017) (For the fiscal year ending 31 December 2018, onwards) Deloitte & Touche LLP Ernst & Young LLP 201 Main St., Suite Houston Street, Suite 600 Fort Worth, Texas Fort Worth, Texas United States of America United States of America 10. GENERAL To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted since the publication of the Base Prospectus. Copies of this Supplement will be published on the website of the Central Bank ( and on the website of the Irish Stock Exchange ( 7
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