UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-Q

 


(Mark One)

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

For the quarterly period ended September 30,December 31, 2007

OR

 

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

For the transition period from            to            

Commission file number 1-10667

 


AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

 


 

Texas 75-2291093

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

801 Cherry Street, Suite 3900, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

 


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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

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

There were114,162,314 114,599,921 shares of common stock, $0.01 par value outstanding as of OctoberJanuary 31, 2007.2008.

 



AMERICREDIT CORP.

INDEX TO FORM 10-Q

 

     Page

Part I. FINANCIAL INFORMATION

  

Item 1.

 CONDENSED FINANCIAL STATEMENTS (UNAUDITED)  3
 Consolidated Balance Sheets – September 30, 2007December 31 and June 30, 2007  3
 Consolidated Statements of Income and Comprehensive Income – Three and Six Months Ended September 30,December 31, 2007 and 2006  4
 Consolidated Statements of Cash Flows – ThreeSix Months Ended September 30,December 31, 2007 and 2006  5
 Notes to Consolidated Financial Statements  6

Item 2.

 MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  2429

Item 3.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  4558

Item 4.

 CONTROLS AND PROCEDURES  4558

Part II. OTHER INFORMATION

  

Item 1.

 LEGAL PROCEEDINGS  4659

Item 1A.

 RISK FACTORS  4659

Item 2.

 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  4759

Item 3.

 DEFAULTS UPON SENIOR SECURITIES  4759

Item 4.

 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  4759

Item 5.

 OTHER INFORMATION  4759

Item 6.

 EXHIBITS  4760

SIGNATURE

  4861

Part I. FINANCIAL INFORMATION

 

Item 1.Item 1.CONDENSED FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

 

  September 30, 2007 June 30, 2007   December 31, 2007 June 30, 2007 

ASSETS

      

Cash and cash equivalents

  $637,070  $910,304   $567,087  $910,304 

Finance receivables, net

   15,532,786   15,102,370    15,436,986   15,102,370 

Restricted cash – securitization notes payable

   994,813   1,014,353 

Restricted cash – credit facilities

   374,378   166,884 

Restricted cash—securitization notes payable

   994,336   1,014,353 

Restricted cash—credit facilities

   175,971   166,884 

Property and equipment, net

   58,717   58,572    60,762   58,572 

Leased vehicles, net

   169,701   33,968    204,558   33,968 

Deferred income taxes

   239,812   151,704    244,065   151,704 

Goodwill

   209,417   208,435    212,595   208,435 

Other assets

   211,529   164,430    252,952   164,430 
              

Total assets

  $18,428,223  $17,811,020   $18,149,312  $17,811,020 
              

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Liabilities:

      

Credit facilities

  $2,212,780  $2,541,702   $2,479,400  $2,541,702 

Securitization notes payable

   12,881,613   11,939,447    12,368,081   11,939,447 

Senior notes

   200,000   200,000    200,000   200,000 

Convertible senior notes

   750,000   750,000    750,000   750,000 

Funding payable

   70,438   87,474    49,666   87,474 

Accrued taxes and expenses

   265,435   199,059    240,589   199,059 

Other liabilities

   37,564   18,188    84,438   18,188 
              

Total liabilities

   16,417,830   15,735,870    16,172,174   15,735,870 
              

Commitments and contingencies (Note 7)

      

Shareholders’ equity:

      

Preferred stock, $0.01 par value per share; 20,000,000 shares authorized, none issued

   

Common stock, $0.01 par value per share; 230,000,000 shares authorized; 121,807,545 and 120,590,473 shares issued

   1,218   1,206 

Preferred stock, $0.01 par value per share; 20,000,000 shares authorized, none issued

Common stock, $0.01 par value per share; 230,000,000 shares authorized; 117,147,662 and 120,590,473 shares issued

   1,172   1,206 

Additional paid-in capital

   91,780   71,323    9,962   71,323 

Accumulated other comprehensive income

   27,013   45,694    811   45,694 

Retained earnings

   2,061,422   2,000,066    2,024,733   2,000,066 
              
   2,181,433   2,118,289    2,036,678   2,118,289 

Treasury stock, at cost (7,668,911 and 1,934,061 shares)

   (171,040)  (43,139)

Treasury stock, at cost (2,668,911 and 1,934,061 shares)

   (59,540)  (43,139)
              

Total shareholders’ equity

   2,010,393   2,075,150    1,977,138   2,075,150 
              

Total liabilities and shareholders’ equity

  $18,428,223  $17,811,020   $18,149,312  $17,811,020 
              

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

AMERICREDIT CORP.

Consolidated Statements of Income and Comprehensive Income

(Unaudited, Dollars in Thousands, Except Per Share Data)

 

  

Three Months Ended

September 30,

   Three Months Ended
December 31,
 Six Months Ended
December 31,
 
  2007 2006  2007 2006 2007 2006 

Revenue

        

Finance charge income

  $611,858  $484,357   $612,699  $502,217  $1,224,557  $986,574 

Other income

   40,137   36,244   80,577   68,049 

Servicing income

   376   7,459    418   979   794   8,438 

Other income

   40,440   31,805 
       

Gain on sale of equity investment

    36,196    36,196 
   652,674   523,621              
          653,254   575,636   1,305,928   1,099,257 
             

Costs and expenses

        

Operating expenses

   104,965   88,288    103,084   94,095   208,049   182,383 

Depreciation expense – leased vehicles

   5,585  

Depreciation expense—leased vehicles

   8,848    14,433  

Provision for loan losses

   244,645   173,905    356,513   174,800   601,158   348,705 

Interest expense

   211,261   143,471    214,033   155,860   425,294   299,331 

Restructuring charges, net

   (130)  309    (163)  77   (293)  386 
                    
   566,326   405,973    682,315   424,832   1,248,641   830,805 
                    

Income before income taxes

   86,348   117,648 

(Loss) income before income taxes

   (29,061)  150,804   57,287   268,452 

Income tax (benefit) provision

   (9,971)  55,378   14,558   98,790 
             

Income tax provision

   24,529   43,412 
       

Net income

   61,819   74,236 
       

Net (loss) income

   (19,090)  95,426   42,729   169,662 
             

Other comprehensive loss

        

Unrealized losses on credit enhancement assets

   (198)  (2,610)   (34)  (171)  (232)  (2,781)

Unrealized losses on cash flow hedges

   (36,143)  (8,255)   (45,883)  (973)  (82,026)  (9,228)

Increase in fair value of equity investment

    6,131    6,131 

Reclassification of gain on sale of equity investment into earnings

    (36,196)   (36,196)

Foreign currency translation adjustment

   7,400   (161)   (856)  (4,104)  6,544   (4,265)

Income tax benefit

   10,260   3,995    20,571   11,442   30,831   15,437 
                    

Other comprehensive loss

   (18,681)  (7,031)   (26,202)  (23,871)  (44,883)  (30,902)
                    

Comprehensive income

  $43,138  $67,205 

Comprehensive (loss) income

  $(45,292) $71,555  $(2,154) $138,760 
                    

Earnings per share

   

(Loss) earnings per share

     

Basic

  $0.53  $0.59   $(0.17) $0.82  $0.37  $1.41 
                    

Diluted

  $0.49  $0.54   $(0.17) $0.74  $0.35  $1.27 
       
             

Weighted average shares

        

Basic

   115,550,318   125,278,738    114,253,706   115,834,752   114,933,806   120,518,553 
                    

Diluted

   128,111,826   139,718,283    114,253,706   130,153,556   127,505,633   134,935,826 
                    

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

AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

 

  Three Months Ended
September 30,
   Six Months Ended
December 31,
 
  2007 2006  2007 2006 

Cash flows from operating activities

      

Net income

  $61,819  $74,236   $42,729  $169,662 

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

   16,955   6,078    37,460   19,497 

Accretion and amortization of loan fees

   4,688   (7,487)   10,592   (13,959)

Provision for loan losses

   244,645   173,905    601,158   348,705 

Deferred income taxes

   24,529   43,412    (63,211)  42 

Stock-based compensation expense

   7,032   3,886    12,552   9,321 

Gain on sale of available for sale securities

    (36,196)

Other

   438   (3,343)   885   (3,509)

Changes in assets and liabilities:

      

Other assets

   (39,057)  (35,822)   (80,651)  3,305 

Accrued taxes and expenses

   (40,810)  (38,528)   36,255   (9,829)
              

Net cash provided by operating activities

   280,239   216,337    597,769   487,039 
              

Cash flows from investing activities

      

Purchases of receivables

   (2,290,411)  (1,790,828)   (4,126,287)  (3,740,828)

Principal collections and recoveries on receivables

   1,585,813   1,331,107    3,119,836   2,631,281 

Distributions from gain on sale Trusts

   173   76,017    7,466   92,709 

Purchases of property and equipment

   (2,877)  (1,064)   (6,718)  (3,001)

Net purchases of leased vehicles

   (131,713)    (172,550) 

Proceeds from sale of equity investment

    44,300 

Change in restricted cash – securitization notes payable

   19,540   (489,640)   20,017   (4,629)

Change in restricted cash – credit facilities

   (207,180)  (619,369)   (8,839)  (9,131)

Change in other assets

   (8,604)  4,212    (7,856)  1,948 
              

Net cash used by investing activities

   (1,035,259)  (1,489,565)   (1,174,931)  (987,351)
              

Cash flows from financing activities

      

Net change in credit facilities

   (333,457)  (135,187)   (66,096)  294,599 

Issuance of securitization notes payable

   2,500,000   2,550,000    3,500,000   2,550,000 

Payments on securitization notes payable

   (1,559,673)  (988,590)   (3,074,536)  (2,163,227)

Issuance of convertible senior notes

    550,000     550,000 

Debt issuance costs

   (8,985)  (16,299)   (12,414)  (23,914)

Proceeds from sale of warrants related to convertible debt

    93,086     93,086 

Purchase of call option related to convertible debt

    (145,710)    (145,710)

Repurchase of common stock

   (127,901)  (323,964)   (127,901)  (323,964)

Proceeds from issuance of common stock

   10,199   14,020    13,546   43,226 

Other net changes

   (79)  3,500    (345)  12,521 
              

Net cash provided by financing activities

   480,104   1,600,856    232,254   886,617 
              

Net (decrease) increase in cash and cash equivalents

   (274,916)  327,628    (344,908)  386,305 

Effect of Canadian exchange rate changes on cash and cash equivalents

   1,682   (101)   1,691   (2,159)

Cash and cash equivalents at beginning of period

   910,304   513,240    910,304   513,240 
              

Cash and cash equivalents at end of period

  $637,070  $840,767   $567,087  $897,386 
              

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

AMERICREDIT CORP.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries, including certain special purpose financing trusts utilized in securitization transactions (“Trusts”) which are considered variable interest entities. All significant intercompany transactions and accounts have been eliminated in consolidation.

The consolidated financial statements as of September 30,December 31, 2007, and for the three and six months ended September 30,December 31, 2007 and 2006, are unaudited, and in management’s opinion include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Certain prior year amounts have been reclassified to conform to current year presentation. The results for interim periods are not necessarily indicative of results for a full year.

The interim period consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles in the United States of America. These interim period financial statements should be read in conjunction with our consolidated financial statements that are included in our Annual Report on Form 10-K for the year ended June 30, 2007.

Goodwill and Other Intangible Assets

Under the purchase method of accounting, the net assets of entities acquired by us are recorded at their estimated fair value at the date of acquisition. The excess cost of the acquisition over the fair value is recorded as goodwill. Other identifiable intangible assets are amortized either on an accelerated or straight-line basis over their estimated useful lives. Goodwill and other intangible assets are evaluated for impairment on an annual basis or whenever events or changes in circumstances occur. Due to the changes in the economic environment and the decline in our market value, we tested goodwill for impairment during the three months ended December 31, 2007. We determined that goodwill was not impaired at December 31, 2007.

Income Taxes

In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109.” FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular

jurisdiction. The transition adjustment recognized on the date of adoption is recorded as an adjustment to retained earnings as of the beginning of the adoption period. We adopted FIN 48 on July 1, 2007. See Note 9 – “Income Taxes” for a discussion of the impact of implementing FIN 48.

Recent Market Developments

We anticipate that a number of factors will adversely impact our liquidity in calendar 2008: higher credit enhancement levels in our securitization transactions driven by bond insurance requirements, and to a lesser extent, the credit deterioration we are experiencing in our portfolio; disruptions in the capital markets and weakened demand for securities guaranteed by insurance policies, making the execution of securitization transactions more challenging and expensive; decreased cash distributions from our securitization Trusts due to weaker credit performance; and the breach of portfolio performance ratios in certain of our securitization Trusts supported by auto receivables originated through our Long Beach Acceptance Corporation (“LBAC”) platform resulting in higher credit enhancement requirements for those Trusts and a delay in cash distributions to us while those higher credit enhancement levels are built.

As a result of these developments, we implemented a revised operating plan in January 2008 in an effort to preserve and strengthen our capital and liquidity position, and to maintain sufficient capacity on our warehouse lines to fund new loan originations until capital market conditions improve for securitization transactions. The plan includes a decrease in targeted origination volume to $5.0 billion to $6.0 billion for calendar 2008. Under this plan, we have increased the minimum credit score requirements for new loan originations, decreased our originations infrastructure by reducing sales and underwriting headcounts as well as branch underwriting locations by approximately one third and selectively decreased the number of dealers from whom we purchase loans. We anticipate that we will incur restructuring charges of approximately $10 million over the remainder of fiscal 2008 in connection with this plan.

We believe that we have sufficient liquidity and warehouse capacity to operate under our new plan through calendar 2008. However, if the asset-backed securities market or the credit markets, in general, continue to deteriorate, or if economic factors deteriorate resulting in weaker credit performance, we will have to further reduce our targeted origination volume below the range of $5.0 billion to $6.0 billion to sustain adequate liquidity.

The asset-backed securities market, along with credit markets in general, has been experiencing unprecedented disruptions. Market conditions began deteriorating in mid-2007 and remain impaired in early 2008. While some securitizations backed by prime quality automobile finance receivables were executed by other issuers in January 2008, no securitizations backed by sub-prime quality receivables have been completed in calendar 2008. Further, the prime quality automobile securitizations that were executed in January 2008 utilized senior-subordinated structures, selling only the highest rated securities. Several of the financial guaranty insurers used by us in the past are facing financial stress and rating agency downgrades. As a result, demand for asset-backed securities backed by a financial guarantee insurance policy has weakened and there has been no public issuance of insured automobile asset-backed securities since November 2007. We have not accessed the securitization market with a transaction since October 2007.

Current conditions in the asset-backed securities market include reduced liquidity, increased risk premiums for issuers, reduced investor demand for asset-backed securities, particularly those securities backed by sub-prime collateral, financial stress and rating agency downgrades impacting the financial guaranty insurance providers, and a general tightening of availability of credit. These conditions, which may increase our cost of funding and reduce our access to the asset-backed securities market or other types of receivable financings, may continue or worsen in the future. We will continue to require execution of securitization transactions or other types of receivable financing during fiscal 2008. There can be no assurance that funding will be available to us through the execution of these types of transactions or, if available, that the funding will be on acceptable terms. If we are unable to execute these transactions on a regular basis, and are otherwise unable to issue any other debt or equity, we would not have sufficient funds to finance new loan originations and, in such event, we would be required to revise the scale of our business, including possible discontinuation of loan origination activities, which would have a material adverse effect on our ability to achieve our business and financial objectives. For a more complete description of the financing risks that we face, please review the Risks Factors Part I, Item I in our Annual Report on Form 10-K for the year ended June 30, 2007.

Current Accounting Pronouncements

Statement of Financial Accounting Standards No. 141R

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS 141R”), which replaces Statement of Financial Accounting Standards No. 141, “Business Combinations.” SFAS 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interests, contingent consideration and certain acquired contingencies. SFAS 141R also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination. SFAS 141R will be applicable prospectively to business combinations beginning in our 2010 fiscal year.

NOTE 2 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

 

  

September 30,

2007

 

June 30,

2007

   December 31, 2007 June 30, 2007 

Finance receivables unsecuritized, net of fees

  $2,464,806  $3,054,183   $3,056,638  $3,054,183 

Finance receivables securitized, net of fees

   13,912,722   12,868,275    13,295,566   12,868,275 

Less nonaccretable acquisition fees

   (88,750)  (120,425)   (75,866)  (120,425)

Less allowance for loan losses

   (755,992)  (699,663)   (839,352)  (699,663)
              
  $15,532,786  $15,102,370   $15,436,986  $15,102,370 
              

Finance receivables securitized represent receivables transferred to our special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $2,165.6$2,793.1 million and $2,797.4 million pledged under our credit facilities as of September 30December 31 and June 30, 2007, respectively.

Finance receivables are collateralized by vehicle titles and we have the right to repossess the vehicle in the event the consumer defaults on the payment terms of the contract.

The accrual of finance charge income has been suspended on $700.0$781.7 million and $632.9 million of delinquent finance receivables as of September 30December 31 and June 30, 2007, respectively.

Finance contracts are generally purchased by us from auto dealers without recourse, and accordingly, the dealer usually has no liability to us if the consumer defaults on the contract. Depending upon the contract structure and consumer credit attributes, we may pay dealers a participation fee or we may charge dealers a non-refundable acquisition fee when purchasing individual finance contracts. We record the amortization of participation fees and the accretion of acquisition fees on loans purchased subsequent to June 30, 2004, to finance charge income using the effective interest method. We recorded acquisition fees on loans purchased prior to July 1, 2004, as nonaccretable fees available to cover losses inherent in the loan portfolio. Additionally, we record a discount on finance receivables repurchased upon the exercise of a clean-up call option from our gain on sale securitization transactions and account for such discounts as nonaccretable discounts.

A summary of the nonaccretable acquisition fees is as follows (in thousands):

 

  Three Months Ended
September 30,
   Three Months Ended
December 31,
 Six Months Ended
December 31,
 
  2007 2006  2007 2006 2007 2006 

Balance at beginning of period

  $120,425  $203,128   $88,750  $203,474  $120,425  $203,128 

Purchases of receivables

    7,484    109   1,711   109   9,195 

Net charge-offs

   (31,675)  (7,138)   (12,993)  (26,780)  (44,668)  (33,918)
                    

Balance at end of period

  $88,750  $203,474   $75,866  $178,405  $75,866  $178,405 
                    

A summary of the allowance for loan losses is as follows (in thousands):

 

  Three Months Ended
September 30,
   Three Months Ended
December 31,
 Six Months Ended
December 31,
 
  2007 2006  2007 2006 2007 2006 

Balance at beginning of period

  $699,663  $475,529   $755,992  $494,708  $699,663  $475,529 

Provision for loan losses

   244,645   173,905    356,513   174,800   601,158   348,705 

Net charge-offs

   (188,316)  (154,726)   (273,153)  (156,373)  (461,469)  (311,099)
                    

Balance at end of period

  $755,992  $494,708   $839,352  $513,135  $839,352  $513,135 
                    

NOTE 3 – SECURITIZATIONS

A summary of our securitization activity and cash flows from special purpose entities used for securitizations is as follows (in thousands):

 

   Three Months Ended
September 30,
 
   2007  2006 

Receivables securitized

  $2,688,182  $2,373,941 

Net proceeds from securitization

   2,500,000   2,550,000(b)

Servicing fees:

    

Sold

   91   2,168 

Secured financing(a)

   80,783   62,118 

Distributions:

    

Sold

   173   76,017 

Secured financing

   243,627   215,084 

   Three Months Ended
December 31,
  Six Months Ended
December 31,
  2007  2006  2007  2006

Receivables securitized

  $1,025,651  $601,800  $3,713,833  $2,975,741

Net proceeds from securitization

   1,000,000     3,500,000   2,550,000

Servicing fees:

        

Sold

   52   315   143   2,483

Secured financing(a)

   82,236   63,243   163,019   125,361

Distributions:

        

Sold

   7,293   16,692   7,466   92,709

Secured financing

   185,212   200,553   428,839   415,637

(a)

Servicing fees earned on securitizations accounted for as secured financings are included in finance charge income on the consolidated statements of income and comprehensive income.

(b)

Net proceeds related to the pre-funding of the 2006-B-G transaction of $436.9 million was held in restricted cash – securitization notes payable until the remaining receivables were delivered.

As of September 30December 31 and June 30, 2007, we were servicing $13,938.8$13,300.9 million and $12,899.7 million, respectively, of finance receivables that have been transferred or sold to securitization Trusts.

NOTE 4 – CREDIT FACILITIES

Amounts outstanding under our credit facilities are as follows (in thousands):

 

  September 30,
2007
  

June 30,

2007

  December 31, 2007  June 30, 2007

Master warehouse facility

    $822,955  $816,437  $822,955

Medium term note facility

  $750,000   750,000   750,000   750,000

Repurchase facility

   384,618   440,561   311,145   440,561

Prime/Near prime facility

   1,012,363     491,740  

Bay View facility

     106,949     106,949

Long Beach facility

     371,902     371,902

Canadian facility

   65,799   49,335   110,078   49,335
            
  $2,212,780  $2,541,702  $2,479,400  $2,541,702
            

Further detail regarding terms and availability of the credit facilities as of September 30,December 31, 2007, follows (in thousands):

 

Maturity(a)

  

Facility

Amount

  Advances
Outstanding
  Finance
Receivables
Pledged
  Restricted
Cash
Pledged(d)

Master warehouse facility:

        

October 2009

  $2,500,000      $1,000

Medium term note facility:

        

October 2009(b)

   750,000  $750,000  $561,019   245,189

Repurchase facility:

        

August 2008

   500,000   384,618   461,152   31,775

Prime/Near prime facility:

        

September 2008

   1,500,000   1,012,363   1,063,152   6,479

Canadian facility:

        

May 2008(c)

   151,157   65,799   80,308   1,586
                
  $5,401,157  $2,212,780  $2,165,631  $286,029
                

Maturity(a)

  Facility
Amount
  Advances
Outstanding
  Finance
Receivables
Pledged
  Restricted
Cash
Pledged (d)

Master warehouse facility:

        

October 2009

  $2,500,000  $816,437  $945,557  $9,275

Medium term note facility:

        

October 2009(b)

   750,000   750,000   791,151   44,008

Repurchase facility:

        

August 2008

   500,000   311,145   395,448   30,111

Prime/Near prime facility:

        

September 2008

   1,500,000   491,740   526,865   696

Canadian facility:

        

May 2008(c)

   150,240   110,078   134,087   2,641
                
  $5,400,240  $2,479,400  $2,793,108  $86,731
                

(a)

At the maturity date, the outstanding debt balance can either be repaid in full or over time based on the amortization of receivables pledged.

(b)

This facility is a revolving facility through the date stated above. During the revolving period, we have the ability to substitute receivables for cash, or vice versa.

(c)

Facility amount represents Cdn $150.0 million.

(d)

These amounts do not include cash collected on finance receivables pledged of $88.3$89.2 million which is also included in restricted cash – credit facilities on the consolidated balance sheets.

Generally, our credit facilities are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits. Under these funding agreements, we transfer finance receivables to our special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance receivables and cash. The agents provide funding under the notes to the subsidiaries pursuant to an advance formula, and the subsidiaries forward the funds to us in consideration for the transfer of finance receivables. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to

our creditors or our other subsidiaries. Advances under the funding agreements bear interest at commercial paper, LIBOR or prime rates plus specified fees depending upon the source of funds provided by the agents.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, certain funding agreements contain various covenants requiring 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 our ability to obtain additional borrowings under these agreements. As of September 30,December 31, 2007, we were in compliance with all covenants in our credit facilities.

Debt issuance costs are being amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $6.8$5.8 million and $6.5 million as of September 30December 31 and June 30, 2007, respectively, are included in other assets on the consolidated balance sheets.

NOTE 5 – SECURITIZATION NOTES PAYABLE

Securitization notes payable represents debt issued by us in securitization transactions accounted for as secured financings. Debt issuance costs are being amortized over the expected term of the securitizations; accordingly, unamortized costs of $26.4$24.8 million and $23.6 million as of September 30December 31 and June 30, 2007, respectively, are included in other assets on the consolidated balance sheets.

Securitization notes payable as of September 30,December 31, 2007, consists of the following (dollars in thousands):

 

Transaction

  

Maturity

Date (b)

  

Original

Note

Amount

  

Original
Weighted

Average
Interest
Rate

  

Receivables

Pledged

  

Note

Balance

2004-A-F

  February 2011  $750,000  2.3% $95,238  $83,742

2004-B-M

  March 2011   900,000  2.2%  136,778   122,464

2004-1

  July 2010   575,000  3.7%  122,218   88,766

2004-C-A

  May 2011   800,000  3.2%  186,030   167,178

2004-D-F

  July 2011   750,000  3.1%  194,295   176,295

2005-A-X

  October 2011   900,000  3.7%  264,824   239,640

2005-1

  May 2011   750,000  4.5%  242,847   177,353

2005-B-M

  May 2012   1,350,000  4.1%  505,321   449,798

2005-C-F

  June 2012   1,100,000  4.5%  471,554   427,418

2005-D-A

  November 2012   1,400,000  4.9%  679,002   619,836

2006-1

  May 2013   945,000  5.3%  502,474   421,216

2006-RM

  January 2014   1,200,000  5.4%  1,116,344   1,015,126

2006-A-F

  September 2013   1,350,000  5.6%  915,987   838,236

2006-B-G

  September 2013   1,200,000  5.2%  908,285   834,721

2007-A-X

  October 2013   1,200,000  5.2%  1,001,313   926,426

2007-B-F

  December 2013   1,500,000  5.2%  1,394,740   1,287,380

2007-1

  March 2016   1,000,000  5.4%  891,568   892,208

2007-C-M

  April 2014   1,500,000  5.5%  1,543,312   1,440,489

2007-D-F

  June 2014   1,000,000  5.5%  1,066,819   999,972

BV2005-LJ-1 (a)

  May 2012   232,100  5.1%  72,780   74,562

BV2005-LJ-2 (a)

  February 2014   185,596  4.6%  67,713   69,639

BV2005-3 (a)

  June 2014   220,107  5.1%  100,477   103,900

LB2003-C (a)

  April 2010   250,000  2.6%  25,156   25,136

LB2004-A (a)

  July 2010   300,000  2.3%  39,761   41,181

LB2004-B (a)

  April 2011   250,000  3.5%  44,267   45,869

LB2004-C (a)

  July 2011   350,000  3.5%  87,506   86,725

LB2005-A (a)

  April 2012   350,000  4.1%  114,482   110,876

LB2005-B (a)

  June 2012   350,000  4.4%  145,480   139,102

LB2006-A (a)

  May 2013   450,000  5.4%  245,506   245,284

LB2006-B (a)

  September 2013   500,000  5.2%  332,110   325,273

LB2007-A

  January 2014   486,000  5.0%  398,535   405,802
               
    $24,093,803   $13,912,722  $12,881,613
               

Transaction

  Maturity
Date (b)
  Original
Note
Amount
  Original
Weighted

Average
Interest
Rate
  Receivables
Pledged
  Note
Balance

2004-B-M

  March 2011  $900,000  2.2% $113,483  $101,739

2004-1

  July 2010   575,000  3.7%  102,495   74,756

2004-C-A

  May 2011   800,000  3.2%  158,543   142,216

2004-D-F

  July 2011   750,000  3.1%  166,752   152,915

2005-A-X

  October 2011   900,000  3.7%  228,906   207,077

2005-1

  May 2011   750,000  4.5%  211,010   154,121

2005-B-M

  May 2012   1,350,000  4.1%  442,852   393,632

2005-C-F

  June 2012   1,100,000  4.5%  414,756   374,968

2005-D-A

  November 2012   1,400,000  4.9%  598,070   546,591

2006-1

  May 2013   945,000  5.3%  443,998   361,569

2006-RM

  January 2014   1,200,000  5.4%  995,586   905,965

2006-A-F

  September 2013   1,350,000  5.6%  815,006   746,337

2006-B-G

  September 2013   1,200,000  5.2%  810,587   748,693

2007-A-X

  October 2013   1,200,000  5.2%  901,809   836,693

2007-B-F

  December 2013   1,500,000  5.2%  1,258,559   1,164,070

2007-1

  March 2016   1,000,000  5.4%  804,324   804,424

2007-C-M

  April 2014   1,500,000  5.5%  1,407,033   1,310,887

2007-D-F

  June 2014   1,000,000  5.5%  995,275   931,069

2007-2-M

  March 2016   1,000,000  5.3%  971,549   951,432

BV2005-LJ-1 (a)

  May 2012   232,100  5.1%  63,650   65,391

BV2005-LJ-2 (a)

  February 2014   185,596  4.6%  59,887   61,660

BV2005-3 (a)

  June 2014   220,107  5.1%  89,484   92,744

LB2004-A (a)

  July 2010   300,000  2.3%  32,670   33,964

LB2004-B (a)

  April 2011   250,000  3.5%  36,898   38,476

LB2004-C (a)

  July 2011   350,000  3.5%  75,060   75,857

LB2005-A (a)

  April 2012   350,000  4.1%  99,689   97,788

LB2005-B (a)

  June 2012   350,000  4.4%  128,436   124,028

LB2006-A (a)

  May 2013   450,000  5.4%  218,538   215,712

LB2006-B (a)

  September 2013   500,000  5.2%  292,181   287,509

LB2007-A

  January 2014   486,000  5.0%  358,480   365,798
               
    $24,093,803   $13,295,566  $12,368,081
               

(a)Transactions relate to securitization Trusts acquired by us.
(b)Maturity date represents final legal maturity of securitization notes payable. Securitization notes payable are expected to be paid based on amortization of the finance receivables pledged to the Trusts.

At the time of securitization of finance receivables, we are required to pledge assets equal to a specified percentage of the securitization pool to support the securitization transaction. Typically, the assets pledged consist of cash deposited to a restricted account and additional receivables delivered to the Trust, which create overcollateralization. The securitization transactions require the percentage of assets pledged to support the transaction to increase until a specified level is attained. Excess cash flows generated by the Trusts are added to the restricted cash account or used to pay down outstanding debt in the Trusts, creating overcollateralization until the targeted percentage level of assets has been reached. Once the targeted percentage level of assets is reached and maintained, excess cash flows generated by the Trusts are released to us as distributions from Trusts. Additionally, as the balance of the securitization pool declines, the amount

of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also released to us as distributions from Trusts.

Several of the financial guaranty insurers used by us in the past are facing financial stress and rating agency downgrades due to risk exposures on insurance policies that guarantee mortgage debt and related structured products. As a result, demand for securities guaranteed by insurance, particularly securities backed by sub-prime collateral, has generally weakened. One of the insurers we have used, Financial Security Assurance, Inc. (“FSA”), has been able to maintain its capital position and “AAA” rating. We have an offer of capacity from FSA for $4,500.0 million for our sub-prime securitizations throughout calendar year 2008. Under this arrangement, which is not a commitment, prior to issuing an insurance policy, FSA will evaluate each securitization we propose to execute on a transaction by transaction basis as to timing, collateral composition, size, market conditions and other factors. While we believe that FSA will issue insurance policies to guarantee the securities issued in these securitizations to investors and that such policies will be accepted by investors and enhance the execution of our securitization transactions, we can provide no assurance on any of these matters.

Credit enhancement requirements in our sub-prime securitization structures will increase in calendar 2008 driven by bond insurers’ requirements, and to a lesser extent, the credit deterioration we are experiencing in our portfolio. Historically, the level of credit enhancement required by the bond insurers in our securitization transactions would support a “shadow rating” to the bond insurer, or attachment point, of “BBB.” The insurance policy provided by the bond insurer then allows for the actual rating on the securitization notes to be “AAA.” The attachment point also determines the amount of capital the bond insurer is charged. As part of the offer of capacity from FSA, FSA will require us to increase the amount of credit enhancement we provide in a transaction to increase the attachment point to a rating of “A-.” With these changes, we expect enhancement levels on our securitization transactions to increase to an initial credit enhancement level in the mid-teens percentage with a target enhancement level in the low 20% range. This increase in enhancement levels will adversely impact our liquidity position.

With respect to our securitization transactions covered by a financial guaranty insurance policy, including transactions covered by FSA policies, agreements with the bond insurers provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased.

As of December 31, 2007, three LBAC securitizations (LB 2006-A, LB 2006-B and LB 2007-A) insured by FSA had delinquency ratios in excess of the targeted levels. As part of the arrangement with FSA described above, the excess cash flows from our other FSA-insured securitizations are being used to fund higher credit enhancement requirements in the LBAC Trusts which exceeded the portfolio performance ratios. We anticipate that it will take four to six months to build the credit enhancement up to the new requirement and will likely delay $40 to $50 million of cash distributions we had expected to receive during that time frame.

Agreements with all of our financial guaranty insurance providers contain additional specified targetedtarget portfolio performance ratios that are higher than those described in the preceding paragraph.levels previously described. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured Trust were to exceed these higher levels, provisions of the agreements permit our financial guaranty insurance providers to terminate our servicing rights to the receivables sold to that Trust.

NOTE 6 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of September 30December 31 and June 30, 2007, we had interest rate swap agreements with underlying notional amounts of $3,417.7$3,594.3 million and $2,355.1 million, respectively. The fair value of our interest rate swap agreements of $22.2$68.4 million as of September 30,December 31, 2007, is included in other liabilities on the consolidated balance sheets. The fair value of our interest rate swap agreements of $14.9 million as of June 30, 2007, is included in other assets on the consolidated balance sheets. Interest rate swap agreements designated as hedges had unrealized losses of $22.0$67.9 million and unrealized gains of $14.2 million included in accumulated other comprehensive income as of September 30December 31 and June 30, 2007, respectively. The ineffectiveness related to the interest rate swap agreements designated as hedges was not material for the three and six month periods ended September 30,December 31, 2007 and 2006. We estimate approximately $4.3$64.8 million of unrealized losses included in other comprehensive income will be reclassified into earnings within the next twelve months.

As of September 30December 31 and June 30, 2007, we had interest rate cap agreements with underlying notional amounts of $3,981.0$4,963.7 million and $4,323.7 million, respectively. The fair value of our interest rate cap agreements purchased by our special purpose finance subsidiaries of $10.9$10.4 million and $13.4 million as of September 30December 31 and June 30, 2007, respectively, are included in other assets on the consolidated balance sheets. The fair value of our interest rate cap agreements sold by us of $10.9$10.4 million and $13.4 million as of September 30December 31 and June 30, 2007, respectively, are included in other liabilities on the consolidated balance sheets.

Under the terms of our derivative financial instruments, we are required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of September 30December 31 and June 30, 2007, these restricted cash accounts totaled $20.0$19.2 million and $10.2 million, respectively, and are included in other assets on the consolidated balance sheets.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Guarantees of Indebtedness

The payments of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries. The carrying value of the senior notes and convertible senior notes was $950.0 million as of September 30December 31 and June 30, 2007. See guarantor consolidating financial statements in Note 13.

Legal Proceedings

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and/or shareholders. As the assignee of finance contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of any such pending or threatened litigation will not be material to our consolidated financial position or our results of operations.

NOTE 8 – COMMON STOCK AND WARRANTS

The following summarizes share repurchase activity:

 

  Three Months Ended
September 30,
  Six Months Ended
December 31,
  2007  2006 2007  2006

Number of shares

   5,734,850   13,462,430   5,734,850   13,462,430

Average price per share

  $22.30  $24.06  $22.30  $24.06

As of OctoberJanuary 31, 2007,2008, we had repurchased $1,374.8 million of our common stock since April 2004 and we had remaining authorization to repurchase $172.0 million of our common stock. A covenant in our senior note indenture entered into in June 2007 limits our ability to repurchase stock. As of OctoberJanuary 31, 2007,2008, we have approximately $40$36 million available for share repurchases under the covenant limits.limits although we have no current plans to continue repurchase activity.

In October 2007, 5.0 million treasury shares were cancelled and were restored to the status of authorized but unissued shares. Our outstanding common stock was not impacted by this action.

In September 2002, we issued five-year warrants to purchase 1,287,691 shares of our common stock at $9.00 per share. In April 2005, 39,695 warrants were

exercised, which resulted in a net settlement of 24,431 shares of our common stock. In July 2006, we repurchased 17,687 shares of these warrants for approximately $334,000. In September 2007, 1,185,225 warrants were exercised, which resulted in a net settlement of 1,065,047 shares of our common stock for approximately $8.6 million. The remaining outstanding warrants expired during the three months ended September 30, 2007.unexercised.

NOTE 9 – INCOME TAXES

We adopted the provisions of FIN 48 on July 1, 2007. The adoption of FIN 48 resulted in a decrease to retained earnings of $0.5 million, an increase in deferred income taxes of $53.1 million and an increase to accrued taxes and expenses of $53.6 million.

Upon implementation of FIN 48 on July 1, 2007, unrecognized tax benefits were $42.3 million. The amount, if recognized, that would affect the effective tax rate iswas $17.7 million and includes the federal benefit of state taxes. As of December 31, 2007, the amount of gross unrecognized tax benefits and the amount that would affect the effective income tax rate in future periods is $53.7 million and $20.6 million, respectively. It is reasonably possible that the amount of unrecognized tax benefits will change during the next twelve months. However, we do not expect any changes to have a material impact on our results of operations or our financial position.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. As of July 1, 2007, accrued interest and penalties associated with uncertain tax positions waswere $5.6 million and $6.9 million, respectively. DuringFor the threesix months ended September 30,December 31, 2007, we accrued an additional $0.9had a reduction of $0.1 million in potentialaccrued interest andassociated with uncertain tax positions. For the six months ended December 31, 2007, we had an increase of $0.4 million in potentialaccrued penalties associated with uncertain tax positions.

For the three months ended September 30, 2007, there were no material changes to the total amount of unrecognized tax benefits. We do not expect any significant increases or decreases for uncertain tax positions during the next twelve months.

We file income tax returns in the U.S. federal jurisdiction, and various state, local and foreign jurisdictions. Our U.S. federal income tax returns subsequent to fiscal year 20032005 remain subject to examination by the Internal Revenue Service (“IRS”). The IRS began ancompleted its examination of our fiscal years 2004 and 2005 consolidated federal income tax returns in the second quarter of fiscal year 2007. We anticipate that the examinationThe returns for those fiscal years will be subject to an appeals proceeding, which we anticipate will be concluded by the end of calendar year 2008. Accordingly, we have agreedWe expect the outcome of the appeals proceeding will not result in a material change to extend our statutefinancial position or results of limitations for the 2004 tax year until September 30, 2008.operations. Foreign and U.S. state jurisdictions have statutes of limitations that generally range from 3 to 5 years. Our tax returns are currently under examination in various U.S. state and foreign jurisdictions.

Our effective income tax rate was 28.4%34.3% and 36.9%36.7% for the three months ended September 30,December 31, 2007 and 2006, respectively. Our effective income tax rate was 25.4% and 36.8% for the six months ended December 31, 2007 and 2006, respectively. The decrease in the rate for the threesix months ended September 30,December 31, 2007, is primarily a result of revised estimates of our deferred tax assets and liabilities relating to state income tax rates and the exercise of warrants issued in September 2002.

NOTE 10 – RESTRUCTURING CHARGES

As of September 30,December 31, 2007, total costs incurred to date related to our restructuring activities in prior years include $22.3 million in personnel-related costs and $69.6$69.4 million of contract termination and other associated costs.

A summary of the liabilities, which are included in accrued taxes and expenses on the consolidated balance sheets, for restructuring charges for the threesix months ended September 30,December 31, 2007, is as follows (in thousands):

 

  Personnel-
Related
Costs
 Contract
Termination
Costs
  Other
Associated
Costs
 Total   Personnel- Related
Costs
 Contract
Termination
Costs
  Other
Associated
Costs
 Total 

Balance at June 30, 2007

  $122  $4,175  $1,973  $6,270   $122  $4,175  $1,973  $6,270 

Cash settlements

      (117)  (117)      (356)  (356)

Adjustments

   (122)    (8)  (130)   (122)    (171)  (293)
                          

Balance at September 30, 2007

   $4,175  $1,848  $6,023 

Balance at December 31, 2007

   $4,175  $1,446  $5,621 
                          

NOTE 11 – EARNINGS PER SHARE

A reconciliation of weighted average shares used to compute basic and diluted earnings per share is as follows (dollars in thousands, except per share data):

 

   

Three Months Ended

September 30,

   2007  2006

Net income

  $61,819  $74,236

Interest expense related to 2003 convertible senior notes, net of related tax effects

   817   719
        

Adjusted net income

  $62,636  $74,955
        

Basic weighted average shares

   115,550,318   125,278,738

Incremental shares resulting from assumed conversions:

    

Stock-based compensation and warrants

   1,856,303   3,734,340

2003 convertible senior notes

   10,705,205   10,705,205
        
   12,561,508   14,439,545
        

Diluted weighted average shares

   128,111,826   139,718,283
        

Earnings per share:

    

Basic

  $0.53  $0.59
        

Diluted

  $0.49  $0.54
        

   Three Months Ended
December 31,
  Six Months Ended
December 31,
  2007  2006  2007  2006

Net (loss) income

  $(19,090) $95,426  $42,729  $169,662

Interest expense related to 2003 convertible senior notes, net of related tax effects

    721   1,703   1,442
                

Adjusted net (loss) income

  $(19,090) $96,147  $44,432  $171,104
                

Basic weighted average shares

   114,253,706   115,834,752   114,933,806   120,518,553

Incremental shares resulting from assumed conversions:

       

Stock-based compensation and warrants

    3,613,599   1,866,622   3,712,068

2003 convertible senior notes

    10,705,205   10,705,205   10,705,205
                
    14,318,804   12,571,827   14,417,273
                

Diluted weighted average shares

   114,253,706   130,153,556   127,505,633   134,935,826
                

(Loss) earnings per share:

       

Basic

  $(0.17) $0.82  $0.37  $1.41
                

Diluted

  $(0.17) $0.74  $0.35  $1.27
                

Basic (loss) earnings per share have been computed by dividing net income (loss) by weighted average shares outstanding.

Diluted loss per share has been computed by dividing net loss by the weighted average shares assuming no incremental shares. Diluted earnings per share have been computed by dividing net income, adjusted for interest expense (net of related tax effects) related to our convertible senior notes issued in November 2003, by the weighted average shares and assumed incremental shares. The treasury stock method was used to compute the assumed incremental shares related to our outstanding stock-based compensation and warrants and will be used to compute the assumed incremental shares related to our convertible senior notes issued in September 2006 on assumed incremental shares.once the average market price of the common shares exceeds the conversion price. The average common stock market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 1.7 million and 0.81.8 million shares of common stock at September 30,for the six months ended December 31, 2007, and 0.7 million shares of common stock for the three and six months ended December 31, 2006, respectively, were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares. Warrants to purchase approximately 30.0 million shares of common stock for the threesix months ended September 30,December 31, 2007 and 2006, were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares.

The if-converted method was used to calculate the impact of our convertible senior notes issued in November 2003 on assumed incremental shares.

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash payments for interest costs and income taxes consist of the following (in thousands):

 

  Three Months Ended
September 30,
  Six Months Ended
December 31,
  2007  2006 2007  2006

Interest costs (none capitalized)

  $207,392  $152,525  $414,198  $303,385

Income taxes

   31,308   27,993   79,015   98,068

NOTE 13 – GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

The payment of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries (the “Subsidiary Guarantors”). The separate financial statements of the Subsidiary Guarantors are not included herein because the Subsidiary Guarantors are our wholly-owned consolidated subsidiaries and are jointly, severally, fully and unconditionally liable for the obligations represented by the convertible senior notes. We believe that the consolidating financial information for AmeriCredit Corp., the combined Subsidiary Guarantors and the combined Non-Guarantor Subsidiaries provide information that is more meaningful in understanding the financial position of the Subsidiary Guarantors than separate financial statements of the Subsidiary Guarantors.

The consolidating financial statements present consolidating financial data for (i) AmeriCredit Corp. (on a parent only basis), (ii) the combined Subsidiary Guarantors, (iii) the combined Non-Guarantor Subsidiaries, (iv) an elimination column for adjustments to arrive at the information for the parent company and our subsidiaries on a consolidated basis and (v) the parent company and our subsidiaries on a consolidated basis.

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

AmeriCredit Corp.

Consolidating Balance Sheet

September 30,December 31, 2007

(Unaudited, in Thousands)

 

  AmeriCredit
Corp.
 Guarantors  Non-
Guarantors
  Eliminations Consolidated   AmeriCredit
Corp.
 Guarantors Non-
Guarantors
  Eliminations   Consolidated 

ASSETS

                

Cash and cash equivalents

   $624,428  $12,642   $637,070    $550,270  $16,817    $567,087 

Finance receivables, net

    243,030   15,289,756    15,532,786     212,442   15,224,544     15,436,986 

Restricted cash - securitization notes payable

      994,813    994,813 

Restricted cash - credit facilities

      374,378    374,378 

Restricted cash—securitization notes payable

     994,336     994,336 

Restricted cash—credit facilities

     175,971     175,971 

Property and equipment, net

  $6,110   52,607      58,717   $6,027   54,735       60,762 

Leased vehicles, net

    169,701      169,701     204,558       204,558 

Deferred income taxes

   68,029   94,345   77,438    239,812    43,288   92,321   108,456     244,065 

Goodwill

    209,417      209,417     212,595       212,595 

Other assets

   15,880   103,466   92,183    211,529    28,438   127,299   97,215     252,952 

Due from affiliates

   900,543     2,234,492  $(3,135,035)    871,100    2,938,049  $(3,809,149)  

Investment in affiliates

   2,105,953   4,027,244   531,281   (6,664,478)    2,059,715   4,753,556   537,981   (7,351,252)  
                                 

Total assets

  $3,096,515  $5,524,238  $19,606,983  $(9,799,513) $18,428,223   $3,008,568  $6,207,776  $20,093,369  $(11,160,401)  $18,149,312 
                                 

Liabilities:

                

Credit facilities

     $2,212,780   $2,212,780     $2,479,400    $2,479,400 

Securitization notes payable

      12,881,613    12,881,613      12,368,081     12,368,081 

Senior notes

  $200,000        200,000   $200,000        200,000 

Convertible senior notes

   750,000        750,000    750,000        750,000 

Funding payable

   $69,870   568    70,438    $49,088   578     49,666 

Accrued taxes and expenses

   135,549   49,781   80,105    265,435    79,709   82,437   78,443     240,589 

Other liabilities

   573   36,991      37,564    1,721   82,717       84,438 

Due to affiliates

    3,134,816    $(3,134,816)     3,808,926    $(3,808,926)  
                                 

Total liabilities

   1,086,122   3,291,458   15,175,066   (3,134,816)  16,417,830    1,031,430   4,023,168   14,926,502   (3,808,926)   16,172,174 
                                 

Shareholders’ equity:

                

Common stock

   1,218   75,355   30,627   (105,982)  1,218    1,172   75,355   30,627   (105,982)   1,172 

Additional paid-in capital

   91,780   75,866   1,932,078   (2,007,944)  91,780    9,962   75,866   2,655,247   (2,731,113)   9,962 

Accumulated other comprehensive income

   27,013   7,182   43,561   (50,743)  27,013 

Accumulated other comprehensive income (loss)

   811   (18,868)  43,007   (24,139)   811 

Retained earnings

   2,061,422   2,074,377   2,425,651   (4,500,028)  2,061,422    2,024,733   2,052,255   2,437,986   (4,490,241)   2,024,733 
                 
                        
   2,181,433   2,232,780   4,431,917   (6,664,697)  2,181,433    2,036,678   2,184,608   5,166,867   (7,351,475)   2,036,678 

Treasury stock

   (171,040)       (171,040)   (59,540)       (59,540)
                                 

Total shareholders’ equity

   2,010,393   2,232,780   4,431,917   (6,664,697)  2,010,393    1,977,138   2,184,608   5,166,867   (7,351,475)   1,977,138 
                                 
        

Total liabilities and shareholders’ equity

  $3,096,515  $5,524,238  $19,606,983  $(9,799,513) $18,428,223   $3,008,568  $6,207,776  $20,093,369  $(11,160,401)  $18,149,312 
                                 
        

AmeriCredit Corp.

Consolidating Balance Sheet

June 30, 2007

(in thousands)

 

  AmeriCredit
Corp.
 Guarantors  Non-
Guarantors
  Eliminations Consolidated   AmeriCredit
Corp.
 Guarantors  Non-
Guarantors
  Eliminations   Consolidated 

ASSETS

                 

Cash and cash equivalents

   $899,386  $10,918   $910,304    $899,386  $10,918    $910,304 

Finance receivables, net

    201,036   14,901,334    15,102,370     201,036   14,901,334     15,102,370 

Restricted cash - securitization notes payable

      1,014,353    1,014,353 

Restricted cash - credit facilities

      166,884    166,884 

Restricted cash—securitization notes payable

      1,014,353     1,014,353 

Restricted cash��credit facilities

      166,884     166,884 

Property and equipment, net

  $6,194   52,378      58,572   $6,194   52,378       58,572 

Leased vehicles, net

    33,968      33,968     33,968       33,968 

Deferred income taxes

   (32,624)  119,602   64,726    151,704    (32,624)  119,602   64,726     151,704 

Goodwill

    208,435      208,435     208,435       208,435 

Other assets

   16,454   75,468   72,508    164,430    16,454   75,468   72,508     164,430 

Due from affiliates

   1,029,444     2,273,274  $(3,302,718)    1,029,444     2,273,274  $(3,302,718)  

Investment in affiliates

   2,070,684   4,070,471   529,664   (6,670,819)    2,070,684   4,070,471   529,664   (6,670,819)  
                                 

Total assets

  $3,090,152  $5,660,744  $19,033,661  $(9,973,537) $17,811,020   $3,090,152  $5,660,744  $19,033,661  $(9,973,537)  $17,811,020 
                
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

                 

Liabilities:

                 

Credit facilities

     $2,541,702   $2,541,702      $2,541,702    $2,541,702 

Securitization notes payable

      11,939,447    11,939,447       11,939,447     11,939,447 

Senior notes

  $200,000        200,000   $200,000         200,000 

Convertible senior notes

   750,000        750,000    750,000         750,000 

Funding payable

   $86,917   557    87,474    $86,917   557     87,474 

Accrued taxes and expenses

   64,251   60,656   74,152    199,059    64,251   60,656   74,152     199,059 

Other liabilities

   751   17,437      18,188    751   17,437       18,188 

Due to affiliates

    3,302,495    $(3,302,495)     3,302,495    $(3,302,495)  
                                 

Total liabilities

   1,015,002   3,467,505   14,555,858   (3,302,495)  15,735,870    1,015,002   3,467,505   14,555,858   (3,302,495)   15,735,870 
                                 

Shareholders’ equity:

                 

Common stock

   1,206   75,355   30,627   (105,982)  1,206    1,206   75,355   30,627   (105,982)   1,206 

Additional paid-in capital

   71,323   75,866   2,048,885   (2,124,751)  71,323    71,323   75,866   2,048,885   (2,124,751)   71,323 

Accumulated other comprehensive income

   45,694   27,592   37,414   (65,006)  45,694    45,694   27,592   37,414   (65,006)   45,694 

Retained earnings

   2,000,066   2,014,426   2,360,877   (4,375,303)  2,000,066    2,000,066   2,014,426   2,360,877   (4,375,303)   2,000,066 
                                 
   2,118,289   2,193,239   4,477,803   (6,671,042)  2,118,289    2,118,289   2,193,239   4,477,803   (6,671,042)   2,118,289 

Treasury stock

   (43,139)       (43,139)   (43,139)        (43,139)
                                 

Total shareholders’ equity

   2,075,150   2,193,239   4,477,803   (6,671,042)  2,075,150    2,075,150   2,193,239   4,477,803   (6,671,042)   2,075,150 
                                 

Total liabilities and shareholders’ equity

  $3,090,152  $5,660,744  $19,033,661  $(9,973,537) $17,811,020   $3,090,152  $5,660,744  $19,033,661  $(9,973,537)  $17,811,020 
                                 

AmeriCredit Corp.

Consolidating Statement of Income

Three Months Ended September 30,December 31, 2007

(Unaudited, in Thousands)

 

  AmeriCredit
Corp.
  Guarantors Non-
Guarantors
 Eliminations Consolidated   AmeriCredit
Corp.
 Guarantors Non-
Guarantors
 Eliminations   Consolidated 

Revenue

              

Finance charge income

    $32,206  $579,652   $611,858    $13,363  $599,336    $612,699 

Other income

  $17,499   665,917   1,305,100  $(1,948,379)   40,137 

Servicing income (loss)

     13,390   (13,014)   376     10,186   (9,768)    418 

Other income

  $15,358   440,700   850,471  $(1,266,089)  40,440 

Equity in income of affiliates

   59,951   64,774    (124,725) 
                

Equity in (loss) income of affiliates

   (20,595)  12,335    8,260   
   75,309   551,070   1,417,109   (1,390,814)  652,674                  
                   (3,096)  701,801   1,894,668   (1,940,119)   653,254 
                 

Costs and expenses

              

Operating expenses

   4,683   18,553   81,729    104,965    7,511   10,441   85,132     103,084 

Depreciation expense - leased vehicles

     5,585     5,585 

Depreciation expense—leased vehicles

    8,848      8,848 

Provision for loan losses

     5,775   238,870    244,645     11,087   345,426     356,513 

Interest expense

   8,066   463,240   1,006,044   (1,266,089)  211,261    8,076   703,531   1,450,805   (1,948,379)   214,033 

Restructuring charges, net

     (130)    (130)    (163)     (163)
                                 
   12,749   493,023   1,326,643   (1,266,089)  566,326    15,587   733,744   1,881,363   (1,948,379)   682,315 
                                 

Income before income taxes

   62,560   58,047   90,466   (124,725)  86,348 

(Loss) income before income taxes

   (18,683)  (31,943)  13,305   8,260    (29,061)

Income tax provision (benefit)

   741   (1,904)  25,692    24,529    407   (11,348)  970     (9,971)
                                 

Net income

  $61,819  $59,951  $64,774  $(124,725) $61,819 

Net (loss) income

  $(19,090) $(20,595) $12,335  $8,260   $(19,090)
                
                 

AmeriCredit Corp.

Consolidating Statement of Income

Three Months Ended September 30,December 31, 2006

(Unaudited, in Thousands)

 

  AmeriCredit
Corp.
 Guarantors Non-
Guarantors
 Eliminations Consolidated  AmeriCredit
Corp.
 Guarantors  Non-
Guarantors
 Eliminations   Consolidated

Revenue

              

Finance charge income

   $22,949  $461,408   $484,357   $31,742  $470,475    $502,217

Other income

  $13,989   551,063   1,208,355  $(1,737,163)   36,244

Servicing income (loss)

    9,544   (2,085)   7,459    1,472   (493)    979

Other income

  $8,866   360,910   816,974  $(1,154,945)  31,805

Gain on sale of equity investment

    36,196      36,196

Equity in income of affiliates

   75,367   60,724    (136,091)    103,314   78,063    (181,377)  
                               
   84,233   454,127   1,276,297   (1,291,036)  523,621   117,303   698,536   1,678,337   (1,918,540)   575,636
                               

Costs and expenses

              

Operating expenses

   9,010   10,895   68,383    88,288   22,851   2,163   69,081     94,095

Provision for loan losses

    (9,222)  183,127    173,905    3,028   171,772     174,800

Interest expense

   1,648   368,216   928,552   (1,154,945)  143,471   3,618   575,657   1,313,748   (1,737,163)   155,860

Restructuring charges, net

    309     309    77      77
                               
   10,658   370,198   1,180,062   (1,154,945)  405,973   26,469   580,925   1,554,601   (1,737,163)   424,832
                               

Income before income taxes

   73,575   83,929   96,235   (136,091)  117,648   90,834   117,611   123,736   (181,377)   150,804

Income tax (benefit) provision

   (661)  8,562   35,511    43,412   (4,592)  14,297   45,673     55,378
                               

Net income

  $74,236  $75,367  $60,724  $(136,091) $74,236  $95,426  $103,314  $78,063  $(181,377)  $95,426
                               

AmeriCredit Corp.

Consolidating Statement of Income

Six Months Ended December 31, 2007

(Unaudited, in Thousands)

   AmeriCredit
Corp.
  Guarantors  Non-
Guarantors
  Eliminations   Consolidated 

Revenue

        

Finance charge income

    $45,569  $1,178,988    $1,224,557 

Other income

  $32,857   1,106,617   2,155,571  $(3,214,468)   80,577 

Servicing income (loss)

     23,576   (22,782)    794 

Equity in income of affiliates

   39,356   77,109    (116,465)  
                      
   72,213   1,252,871   3,311,777   (3,330,933)   1,305,928 
                      

Costs and expenses

        

Operating expenses

   12,194   28,994   166,861     208,049 

Depreciation expense—leased vehicles

     14,433      14,433 

Provision for loan losses

     16,862   584,296     601,158 

Interest expense

   16,142   1,166,771   2,456,849   (3,214,468)   425,294 

Restructuring charges, net

     (293)     (293)
                      
   28,336   1,226,767   3,208,006   (3,214,468)   1,248,641 
                      

Income before income taxes

   43,877   26,104   103,771   (116,465)   57,287 

Income tax provision (benefit)

   1,148   (13,252)  26,662     14,558 
                      

Net income

  $42,729  $39,356  $77,109  $(116,465)  $42,729 
                      

AmeriCredit Corp.

Consolidating Statement of Income

Six Months Ended December 31, 2006

(Unaudited, in Thousands)

   AmeriCredit
Corp.
  Guarantors  Non-
Guarantors
  Eliminations   Consolidated

Revenue

       

Finance charge income

   $54,691  $931,883    $986,574

Other income

  $22,855   911,973   2,025,329  $(2,892,108)   68,049

Servicing income (loss)

    11,016   (2,578)    8,438

Gain on sale of equity investment

    36,196      36,196

Equity in income of affiliates

   178,681   138,787    (317,468)  
                     
   201,536   1,152,663   2,954,634   (3,209,576)   1,099,257
                     

Costs and expenses

       

Operating expenses

   31,861   13,058   137,464     182,383

Provision for loan losses

    (6,194)  354,899     348,705

Interest expense

   5,266   943,873   2,242,300   (2,892,108)   299,331

Restructuring charges, net

    386      386
                     
   37,127   951,123   2,734,663   (2,892,108)   830,805
                     

Income before income taxes

   164,409   201,540   219,971   (317,468)   268,452

Income tax provision

   (5,253)  22,859   81,184     98,790
                     

Net income

  $169,662  $178,681  $138,787  $(317,468)  $169,662
                     

AmeriCredit Corp.

Consolidating Statement of Cash Flows

ThreeSix Months Ended September 30,December 31, 2007

(Unaudited, in Thousands)

 

  AmeriCredit
Corp.
 Guarantors Non-
Guarantors
 Eliminations Consolidated   AmeriCredit
Corp.
 Guarantors Non-
Guarantors
 Eliminations   Consolidated 

Cash flows from operating activities:

             

Net income

  $61,819  $59,951  $64,774  $(124,725) $61,819   $42,729  $39,356  $77,109  $(116,465)  $42,729 

Adjustments to reconcile net income to net cash (used) provided by operating activities:

             

Depreciation and amortization

   83   8,529   8,343    16,955    167   20,698   16,595     37,460 

Accretion and amortization of loan fees

    4,395   293    4,688     8,075   2,517     10,592 

Provision for loan losses

    5,775   238,870    244,645     16,862   584,296     601,158 

Deferred income taxes

   653   36,837   (12,961)   24,529    (78,564)  59,208   (43,855)    (63,211)

Stock-based compensation expense

   7,032      7,032    12,552       12,552 

Other

    804   (366)   438     1,647   (762)    885 

Equity in income of affiliates

   (59,951)  (64,774)   124,725     (39,356)  (77,109)   116,465   

Changes in assets and liabilities:

             

Other assets

   574   (38,937)  (694)   (39,057)   (9,960)  (67,990)  (2,701)    (80,651)

Accrued taxes and expenses

   (27,333)  (19,414)  5,937    (40,810)   21,931   9,809   4,515     36,255 
                                 
       

Net cash (used) provided by operating activities

   (17,123)  (6,834)  304,196    280,239    (50,501)  10,556   637,714     597,769 
                
                 

Cash flows from investing activities:

             

Purchases of receivables

    (2,290,411)  (2,190,249)  2,190,249   (2,290,411)    (4,126,287)  (3,977,176)  3,977,176    (4,126,287)

Principal collections and recoveries on receivables

    35,557   1,550,256    1,585,813     79,643   3,040,193     3,119,836 

Net proceeds from sale of receivables

    2,190,249    (2,190,249)     3,977,176    (3,977,176)  

Distributions from gain on sale Trusts

     173    173      7,466     7,466 

Purchases of property and equipment

   1   (2,878)    (2,877)   1,412   (8,130)     (6,718)

Net purchases of leased vehicles

    (131,713)    (131,713)    (172,550)     (172,550)

Change in restricted cash - securitization notes payable

     19,540    19,540 

Change in restricted cash - credit facilities

     (207,180)   (207,180)

Change in restricted cash—securitization notes payable

    (11)  20,028     20,017 

Change in restricted cash—credit facilities

     (8,839)    (8,839)

Change in other assets

    (9,778)  1,174    (8,604)    (9,037)  1,181     (7,856)

Net change in investment in affiliates

   (1,400)  118,424   (1,617)  (115,407)    (1,103)  (598,045)  (8,317)  607,465   
                                 

Net cash (used) provided by investing activities

   (1,399)  (90,550)  (827,903)  (115,407)  (1,035,259)
                

Net cash provided (used) by investing activities

   309   (857,241)  (925,464)  607,465    (1,174,931)
                 

Cash flows from financing activities:

             

Net change in credit facilities

     (333,457)   (333,457)     (66,096)    (66,096)

Issuance of securitization notes payable

     2,500,000    2,500,000      3,500,000     3,500,000 

Payments on securitization notes payable

     (1,559,673)   (1,559,673)     (3,074,536)    (3,074,536)

Debt issuance costs

     (8,985)   (8,985)     (12,414)    (12,414)

Repurchase of common stock

   (127,901)     (127,901)   (127,901)      (127,901)

Proceeds from issuance of common stock

   10,199    (116,807)  116,807   10,199    13,546    606,362   (606,362)   13,546 

Other net changes

   (78)  (1)    (79)   (344)  (1)     (345)

Net change in due (to) from affiliates

   128,901   (178,287)  44,338   5,048     158,344   496,821   (659,685)  4,520   
                                 

Net cash provided (used) by financing activities

   11,121   (178,288)  525,416   121,855   480,104 
                

Net cash provided by financing activities

   43,645   496,820   293,631   (601,842)   232,254 
                 

Net (decrease) increase in cash and cash equivalents

   (7,401)  (275,672)  1,709   6,448   (274,916)   (6,547)  (349,865)  5,881   5,623    (344,908)

Effect of Canadian exchange rate changes on cash and cash equivalents

   7,401   714   15   (6,448)  1,682    6,547   749   18   (5,623)   1,691 

Cash and cash equivalents at beginning of period

    899,386   10,918    910,304     899,386   10,918     910,304 
                                 

Cash and cash equivalents at end of period

  $   $624,428  $12,642  $   $637,070   $   $550,270  $16,817  $    $567,087 
                                 

AmeriCredit Corp.

Consolidating Statement of Cash Flows

ThreeSix Months Ended September 30,December 31, 2006

(Unaudited, in Thousands)

 

  AmeriCredit
Corp.
 Guarantors Non-
Guarantors
 Eliminations Consolidated   AmeriCredit
Corp.
 Guarantors Non-
Guarantors
 Eliminations   Consolidated 

Cash flows from operating activities:

             

Net income

  $74,236  $75,367  $60,724  $(136,091) $74,236   $169,662  $178,681  $138,787  $(317,468)  $169,662 

Adjustments to reconcile net income to net cash (used) provided by operating activities:

             

Depreciation and amortization

   528   2,673   2,877    6,078    1,351   5,315   12,831     19,497 

Accretion and amortization of loan fees

    (771)  (6,716)   (7,487)    (1,186)  (12,773)    (13,959)

Provision for loan losses

    (9,222)  183,127    173,905     (6,194)  354,899     348,705 

Deferred income taxes

   (745)  5,387   38,770    43,412    (104,220)  121,099   (16,837)    42 

Stock-based compensation expense

   3,886      3,886    9,321       9,321 

Gain on sale of available for sale securities

    (36,196)     (36,196)

Other

    5,532   (8,875)   (3,343)    12,079   (15,588)    (3,509)

Equity in income of affiliates

   (75,367)  (60,724)   136,091     (178,681)  (138,787)   317,468   

Changes in assets and liabilities:

             

Other assets

   (126)  (38,076)  2,380    (35,822)   (5,059)  924   7,440     3,305 

Accrued taxes and expenses

   (31,749)  (13,406)  6,627    (38,528)   (11,907)  (5,732)  7,810     (9,829)
                                 

Net cash (used) provided by operating activities

   (29,337)  (33,240)  278,914    216,337    (119,533)  130,003   476,569     487,039 
                                 

Cash flows from investing activities:

             

Purchases of receivables

    (1,790,828)  (1,717,211)  1,717,211   (1,790,828)    (3,740,828)  (3,605,060)  3,605,060    (3,740,828)

Principal collections and recoveries on receivables

    66,769   1,264,338    1,331,107     71,391   2,559,890     2,631,281 

Net proceeds from sale of receivables

    1,717,211    (1,717,211)     3,605,060    (3,605,060)  

Distributions from gain on sale Trusts

     76,017    76,017      92,709     92,709 

Purchases of property and equipment

    (1,064)    (1,064)    (3,001)     (3,001)

Change in restricted cash - securitization notes payable

     (489,640)   (489,640)

Change in restricted cash - credit facilities

     (619,369)   (619,369)

Proceeds from sale of equity investment

    44,300      44,300 

Change in restricted cash—securitization notes payable

     (4,629)    (4,629)

Change in restricted cash—credit facilities

     (9,131)    (9,131)

Change in other assets

    4,207   5    4,212     1,943   5     1,948 

Net change in investment in affiliates

   87   835,409   8,221   (843,717)    953   90,549   (83,946)  (7,556)  
                                 

Net cash provided (used) by investing activities

   87   831,704   (1,477,639)  (843,717)  (1,489,565)   953   69,414   (1,050,162)  (7,556)   (987,351)
                
                 

Cash flows from financing activities:

             

Net change in credit facilities

     (135,187)   (135,187)     294,599     294,599 

Issuance of securitization notes payable

     2,550,000    2,550,000      2,550,000     2,550,000 

Payments on securitization notes payable

     (988,590)   (988,590)     (2,163,227)    (2,163,227)

Issuance of convertible senior notes

   550,000      550,000    550,000       550,000 

Debt issuance costs

   (12,532)   (3,767)   (16,299)   (13,143)   (10,771)    (23,914)

Proceeds from sale of warrants related to convertible debt

   93,086      93,086 

Purchase of call option related to convertible debt

   (145,710)     (145,710)

Proceeds from sale of warrants

   93,086       93,086 

Purchase of call option on common stock

   (145,710)      (145,710)

Repurchase of common stock

   (323,964)     (323,964)   (323,964)      (323,964)

Proceeds from issuance of common stock

   14,020    (822,175)  822,175   14,020 

Net proceeds from issuance of common stock

   43,226    14,853   (14,853)   43,226 

Other net changes

   3,642   (142)    3,500    12,943   (422)     12,521 

Net change in due (to) from affiliates

   (149,071)  (255,282)  382,997   21,356     (93,592)  177,175   (102,147)  18,564   
                                 

Net cash provided (used) by financing activities

   29,471   (255,424)  983,278   843,531   1,600,856    122,846   176,753   583,307   3,711    886,617 
                
                 

Net increase (decrease) in cash and cash equivalents

   221   543,040   (215,447)  (186)  327,628    4,266   376,170   9,714   (3,845)   386,305 

Effect of Canadian exchange rate changes on cash and cash equivalents

   (221)  (67)  1   186   (101)   (4,266)  (1,739)  1   3,845    (2,159)

Cash and cash equivalents at beginning of period

    284,795   228,445    513,240     513,240      513,240 
                                 

Cash and cash equivalents at end of period

  $   $827,768  $12,999  $   $840,767   $   $887,671  $9,715  $    $897,386 
                                 

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

We are a leading independent auto finance company specializing in purchasing retail automobile installment sales contracts originated by franchised and select independent dealers in connection with the sale of used and new automobiles and, to a lesser extent, making loans directly to consumers buying new and used vehicles as well as providing lease financing through our dealership network. We generate revenue and cash flows primarily through the purchase, retention, subsequent securitization and servicing of finance receivables. As used herein, “loans” include auto finance receivables originated by dealers and purchased by us as well as direct extensions of credit made by us to consumer borrowers. To fund the acquisition of receivables prior to securitization and to fund the repurchase of receivables pursuant to cleanup call options, we use available cash and borrowings under our credit facilities. We earn finance charge income on the finance receivables and pay interest expense on borrowings under our credit facilities.

We, through wholly-owned subsidiaries, periodically transfer receivables to securitization trusts (“Trusts”) that issue asset-backed securities to investors. We retain an interest in these securitization transactions in the form of restricted cash accounts and overcollateralization whereby more receivables are transferred to the Trusts than the amount of asset-backed securities issued by the Trusts as well as the estimated future excess cash flows expected to be received by us over the life of the securitization. Excess cash flows result from the difference between the finance charges received from the obligors on the receivables and the interest paid to investors in the asset-backed securities, net of credit losses and expenses.

Excess cash flows from the Trusts are initially utilized to fund credit enhancement requirements in order to attain specific credit ratings for the asset-backed securities issued by the Trusts. Once predetermined credit enhancement requirements are reached and maintained, excess cash flows are distributed to us. In addition to excess cash flows, we receive monthly base servicing fees and we collect other fees, such as late charges, as servicer for securitization Trusts. For securitization transactions that involve the purchase of a financial guaranty insurance policy, credit enhancement requirements will increase if targeted portfolio performance ratios are exceeded. Excess cash flows otherwise distributable to us from Trusts in which the portfolio performance ratios were exceeded and from other Trusts which may be subject to cross-collateralization provisions are accumulated in the Trusts until such higher levels of credit enhancement are reached and maintained.

We structure our securitization transactions as secured financings. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheets. We recognize finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction and record a provision for loan losses to cover probable loan losses on the receivables.

Prior to October 1, 2002, securitization transactions were structured as sales of finance receivables. We also acquired two securitization Trusts which were accounted for as sales of finance receivables. Receivables sold under this structure are referred to herein as “gain on sale receivables.” At September 30,December 31, 2007, we had oneno outstanding gain on sale securitization that represents less than one percent of our managed receivables.securitizations.

On May 1, 2006, we acquired the stock of Bay View Acceptance Corporation (“BVAC”). BVAC serves auto dealers offering specialized auto finance products, including extended term financing and higher loan-to-value advances primarily to consumers with prime credit scores.

On January 1, 2007, we acquired the stock of Long Beach Acceptance Corp. (“LBAC”). LBAC serves auto dealers by offering auto finance products primarily to consumers with near-prime credit bureau scores.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue and costs and expenses during the reporting periods. Actual results could differ from those estimates and those differences may be material. The accounting estimates that we believe are the most critical to understanding and evaluating our reported financial results include the following:

Allowance for loan losses

The allowance for loan losses is established systematically based on the determination of the amount of probable credit losses inherent in the finance receivables as of the reporting date. We review charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as unemployment rates, and other information in order to make the necessary judgments as to the probable credit losses. We also use historical charge-off experience to determine a loss confirmation period, which is defined as the time between when an event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine the amount of losses inherent in finance receivables at the reporting date. Assumptions regarding credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above. Should the credit loss assumption or loss confirmation period increase, there would be an increase in the amount of allowance for loan losses required, which would decrease the net carrying value of finance receivables and increase the amount

of provision for loan losses recorded on the consolidated statements of income

and comprehensive income. A 10% and 20% increase in cumulative net credit losses over the loss confirmation period would increase the allowance for loan losses as of September 30,December 31, 2007, as follows (in thousands):

 

   10% adverse
change
  20% adverse
change

Impact on allowance for loan losses

  $84,474  $168,948
    10% adverse
change
  20% adverse
change

Impact on allowance for loan losses

  $91,522  $183,044

We believe that the allowance for loan losses is adequate to cover probable losses inherent in our receivables; however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not exceed such estimates or that our credit loss assumptions will not increase.

Income Taxes

We are subject to income tax in the United States and Canada. In the ordinary course of our business, there may be transactions, calculations, structures and filing positions where the ultimate tax outcome is uncertain. At any point in time, multiple tax years are subject to audit by various taxing jurisdictions and we record liabilities for anticipated tax issues based on the requirements of Financial Accounting Standards Board Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes–Taxes—an interpretation of FASB Statement 109.” Management believes that the estimates are reasonable. However, due to expiring statutes of limitations, audits, settlements, changes in tax law or new authoritative rulings, no assurance can be given that the final outcome of these matters will be comparable to what was reflected in the historical income tax provisions and accruals. We may need to adjust our accrued tax assets or liabilities if actual results differ from estimated results or if we adjust these assumptions in the future, which could materially impact the effective tax rate, earnings, accrued tax balances and cash.

As a part of our financial reporting process, we must assess the likelihood that our deferred tax assets can be recovered. If recovery is not likely, the provision for taxes must be increased by recording a reserve in the form of a valuation allowance for the deferred tax assets that are estimated to be unrecoverable. In this process, certain criteria are evaluated including the existence of deferred tax liabilities that can be used to absorb deferred tax assets, taxable income in prior carryback years that can be used to absorb net operating losses, credit carrybacks, and estimated taxable income in future years. Based upon our earnings history and earnings projections, management believes it is more likely than not that the tax benefits of the asset will be fully realized. Accordingly, no valuation allowance has been provided on deferred taxes. Our judgment regarding future taxable income may change due to future market conditions, changes in U.S. or international tax laws and other factors. These changes, if any, may require adjustments to these deferred tax assets and an accompanying reduction or increase in net income in the period in which such determinations are made.

Since July 1, 2007, we have accounted for uncertainty in income taxes recognized in the financial statements in accordance with FIN 48. FIN 48 requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the financial statements and prescribes how such benefit should be measured. It also provides guidance on derecognition, classification, accrual of interest and penalties, accounting in interim periods, disclosure and transition.

RESULTS OF OPERATIONS

Three Months Ended September 30,December 31, 2007 as compared to Three Months Ended September 30,December 31, 2006

Changes in Finance Receivables:

A summary of changes in our finance receivables is as follows (in thousands):

 

  Three Months Ended
September 30,
   Three Months Ended
December 31,
 
  2007 2006  2007 2006 

Balance at beginning of period

  $15,922,458  $11,775,665   $16,377,528  $12,218,713 

Loans purchased

   2,239,619   1,683,969    1,759,890   1,740,767 

Loans repurchased from gain on sale Trusts

    251,093    18,401   64,060 

Liquidations and other

   (1,784,549)  (1,492,014)   (1,803,615)  (1,474,615)
              

Balance at end of period

  $16,377,528  $12,218,713   $16,352,204  $12,548,925 
              

Average finance receivables

  $16,188,641  $11,953,970   $16,409,662  $12,392,922 
              

The increase in loans purchased during the three months ended September 30,December 31, 2007, as compared to the three months ended September 30,December 31, 2006, was primarily due to originations of $272.2$203.6 million through the LBAC platform and an increase in originations to $251.3$206.2 million from $134.0$129.5 million through the BVAC platform, and an increaseoffset by a decrease in the number ofvolume from our relationships with auto dealers.sub-prime origination channel. The increase in liquidations and other resulted primarily from increasedhigher collections and charge-offs on finance receivables due to the increase in average finance receivables.

The average new loan size increased to $19,159$19,318 for the three months ended September 30,December 31, 2007, from $17,825$18,330 for the three months ended September 30,December 31, 2006, due to loans purchased through the BVAC and LBAC platformsplatform which are generally larger in size. The average annual percentage rate for finance receivables purchased during the three months ended September 30,December 31, 2007, decreased to 15.4%15.3% from 16.4%16.5% during the three months ended September 30,December 31, 2006, due to lower average percentage rates on the BVAC and LBAC loans purchased.

Net Margin:

Net margin is the difference between finance charge and other income earned on our receivables and the cost to fund the receivables as well as the cost of debt incurred for general corporate purposes.

Our net margin as reflected on the consolidated statements of income is as follows (in thousands):

 

  Three Months Ended
September 30,
   Three Months Ended
December 31,
 
  2007 2006  2007 2006 

Finance charge income

  $611,858  $484,357   $612,699  $502,217 

Other income

   40,440   31,805    40,137   36,244 

Interest expense

   (211,261)  (143,471)   (214,033)  (155,860)
              

Net margin

  $441,037  $372,691   $438,803  $382,601 
              

Net margin as a percentage of average finance receivables is as follows:

 

  Three Months Ended
September 30,
   Three Months Ended
December 31,
 
  2007 2006  2007 2006 

Finance charge income

  15.0% 16.1%  14.8% 16.1%

Other income

  1.0  1.1   1.0  1.1 

Interest expense

  (5.2) (4.8)  (5.2) (5.0)
              

Net margin as a percentage of average finance receivables

  10.8% 12.4%  10.6% 12.2%
              

The decrease in net margin as a percentage of average finance receivables for the three months ended September 30,December 31, 2007, as compared to the three months ended September 30,December 31, 2006, was a result of the lower effective yield on the higher quality BVAC and LBAC portfolios,portfolio, combined with an increase in interest expense caused by higher market interest rates affecting the cost of short-term borrowings on our credit facilities, higher leverage and a continued run-off of older securitizations with lower interest costs. The net margin as a percentage of average finance receivables of 10.8%10.6%, would be 11.5%11.3% for the three months ended September 30,December 31, 2007, excluding the LBAC portfolio.

Revenue:

Finance charge income increased by 26%22% to $611.9$612.7 million for the three months ended September 30,December 31, 2007, from $484.4$502.2 million for the three months ended September 30,December 31, 2006, primarily due to the 35%32% increase in average finance receivables. The effective yield on our finance receivables decreased to 15.0%14.8% for the three months ended September 30,December 31, 2007, from 16.1% for the three months ended September 30,December 31, 2006. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and may be lower than the contractual rates of our finance

contracts due to finance receivables in nonaccrual status. The decrease in the effective yield is due mainly to a lower effective yield on the BVAC and LBAC portfolios.portfolio.

Servicing income decreased for the three months ended September 30, 2007, as compared to the three months ended September 30, 2006, as a result of the runoff of our gain on sale receivables portfolio.

Other income consists of the following (in thousands):

 

  Three Months Ended
September 30,
  Three Months Ended
December 31,
  2007  2006 2007  2006

Investment income

  $18,957  $21,040  $16,604  $24,860

Late fees and other income

   21,483   10,765   23,533   11,384
            
  $40,440  $31,805  $40,137  $36,244
            

Investment income decreased as a result of lower invested cash balances. Late fees and other income increased primarily as a result of $6.6$10.6 million of income earned during the three months ended September 30,December 31, 2007, on leased vehicles.

Costs and Expenses:

Operating Expenses

Operating expenses increased by 19%10% to $105.0$103.1 million for the three months ended September 30,December 31, 2007, from $88.3$94.1 million for the three months ended September 30,December 31, 2006, as a result of increased loans purchased and higher average finance receivables outstanding. Our operating expenses are predominately related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 77.1%79.1% and 74.8%77.6% of total operating expenses for the three months ended September 30,December 31, 2007 and 2006, respectively.

Operating expenses as an annualized percentage of average finance receivables were 2.6%2.5% for the three months ended September 30,December 31, 2007, as compared to 2.9%3.0% for the three months ended September 30,December 31, 2006. The decrease in operating expenses as an annualized percentage of average finance receivables primarily resulted from cost synergies realized from the integration of the LBAC portfolio.portfolio as well as a larger portfolio scale.

Provision for Loan losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the three months ended September 30,December 31, 2007 and 2006, reflects inherent losses on receivables originated during those quarters and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses increased to $244.6 million for

the three months ended September 30, 2007, from $173.9$356.5 million for the three months ended September 30,December 31, 2007, from $174.8 million for the three months ended December 31, 2006, mainlyprimarily as a result of increased origination volume.weaker than expected

results from the LBAC portfolio, sub-prime loans originated in calendar year 2006 and early 2007 as well as higher expected future losses due to weaker economic conditions, particularly in certain geographic areas, including Florida and Southern California. As an annualized percentage of average finance receivables, the provision for loan losses was 6.0%8.6% and 5.8%5.6% for the three months ended September 30,December 31, 2007 and 2006, respectively. The increase in the provision for loan losses as an annualized percentage of average finance receivables was a result of weaker than expected results primarily from the LBAC portfolio and loans originated in calendar year 2006.

Interest Expense

Interest expense increased to $211.3$214.0 million for the three months ended September 30,December 31, 2007, from $143.5$155.9 million for the three months ended September 30,December 31, 2006. Average debt outstanding was $15,373.4$15,589.9 million and $11,134.1$12,034.4 million for the three months ended September 30,December 31, 2007 and 2006, respectively. Our effective rate of interest paid on our debt increased to 5.5%5.4% for the three months ended September 30,December 31, 2007, compared to 5.1% for the three months ended September 30,December 31, 2006, due to higher borrowing costs on our credit facilities and a continued run-off of older securitizations with lower interest cost.

Taxes

Our effective income tax rate was 28.4%34.3% and 36.9%36.7% for the three months ended September 30,December 31, 2007 and 2006, respectively.

Other Comprehensive Loss:

Other comprehensive loss consisted of the following (in thousands):

    Three Months Ended
December 31,
 
  2007  2006 

Unrealized losses on credit enhancement assets

  $(34) $(171)

Unrealized losses on cash flow hedges

   (45,883)  (973)

Increase in fair value of equity investment

    6,131 

Reclassification of gain on sale of equity investment into earnings

    (36,196)

Canadian currency translation adjustment

   (856)  (4,104)

Income tax benefit

   20,571   11,442 
         
  $(26,202) $(23,871)
         

Cash Flow Hedges

Unrealized losses on cash flow hedges consisted of the following (in thousands):

    Three Months Ended
December 31,
 
  2007  2006 

Unrealized (losses) gains related to changes in fair value

  $(45,065) $1,683 

Reclassification of net unrealized gains into earnings

   (818)  (2,656)
         
  $(45,883) $(973)
         

Unrealized (losses) gains related to changes in fair value for the three months ended December 31, 2007 and 2006, were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements changed because of a significant decline in forward interest rates.

Unrealized gains or losses on cash flow hedges of our floating rate debt are reclassified into earnings when interest rate fluctuations on securitization notes payable or other hedged items affect earnings.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment losses of $0.9 million and $4.1 million for the three months ended December 31, 2007 and 2006, respectively, were included in other comprehensive loss. The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the three months ended December 31, 2007 and 2006. We do not anticipate the settlement of intercompany transactions with our Canadian subsidiaries in the foreseeable future.

Six Months Ended December 31, 2007 as compared to Six Months Ended December 31, 2006

A summary of changes in our finance receivables is as follows (in thousands):

    Six Months Ended
December 31,
 
  2007  2006 

Balance at beginning of period

  $15,922,458  $11,775,665 

Loans purchased

   3,999,509   3,424,736 

Loans repurchased from gain on sale Trusts

   18,401   315,153 

Liquidations and other

   (3,588,164)  (2,966,629)
         

Balance at end of period

  $16,352,204  $12,548,925 
         

Average finance receivables

  $16,298,629  $12,173,441 
         

The increase in loans purchased during the six months ended December 31, 2007, as compared to the six months ended December 31, 2006, was primarily due to originations of $475.8 million through the LBAC platform and an increase in originations to $457.5 million from $263.5 million through the BVAC platform, offset by a decrease in volume from our sub-prime origination channel. The increase in liquidations and other resulted primarily from higher collections and charge-offs on finance receivables due to the increase in average finance receivables.

The average new loan size increased to $19,229 for the six months ended December 31, 2007, from $18,078 for the six months ended December 31, 2006, due to loans purchased through the LBAC platform which are generally larger in size. The average annual percentage rate for finance receivables purchased during the six months ended December 31, 2007, decreased to 15.3% from 16.4% during the six months ended December 31, 2006, due to lower average percentage rates on the LBAC loans purchased.

Net Margin:

Net margin is the difference between finance charge and other income earned on our receivables and the cost to fund the receivables as well as the cost of debt incurred for general corporate purposes.

Our net margin as reflected on the consolidated statements of income is as follows (in thousands):

    Six Months Ended
December 31,
 
  2007  2006 

Finance charge income

  $1,224,557  $986,574 

Other income

   80,577   68,049 

Interest expense

   (425,294)  (299,331)
         

Net margin

  $879,840  $755,292 
         

Net margin as a percentage of average finance receivables is as follows:

    Six Months Ended
December 31,
 
  2007  2006 

Finance charge income

  14.9% 16.1%

Other income

  1.0  1.1 

Interest expense

  (5.2) (4.9)
       

Net margin as a percentage of average finance receivables

  10.7% 12.3%
       

The decrease in net margin as a percentage of average finance receivables for the six months ended December 31, 2007, as compared to the six months ended December 31, 2006, was a result of the lower effective yield on the LBAC portfolio, combined with an increase in interest expense caused by a continued run-off of older securitizations with lower interest costs. The net margin as a percentage of average finance receivables of 10.7%, would be 11.4% for the six months ended December 31, 2007, excluding the LBAC portfolio.

Revenue:

Finance charge income increased by 24% to $1,224.6 million for the six months ended December 31, 2007, from $986.6 million for the six months ended December 31, 2006, primarily due to the 34% increase in average finance receivables. The effective yield on our finance receivables decreased to 14.9% for the six months ended December 31, 2007, from 16.1% for the six months ended December 31, 2006. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and may be lower than the contractual rates of our finance contracts due to finance receivables in nonaccrual status. The decrease in the effective yield is due mainly to a lower effective yield on the LBAC portfolio.

Servicing income decreased for the six months ended December 31, 2007, as compared to the six months ended December 31, 2006, as a result of the run-off of our gain on sale receivables portfolio.

Other income consists of the following (in thousands):

    Six Months Ended
December 31,
  2007  2006

Investment income

  $35,561  $45,900

Late fees and other income

   45,016   22,149
        
  $80,577  $68,049
        

Investment income decreased as a result of lower invested cash balances. Late fees and other income increased primarily as a result of $17.2 million of income earned during the six months ended December 31, 2007, on leased vehicles.

Costs and Expenses:

Operating Expenses

Operating expenses increased by 14% to $208.0 million for the six months ended December 31, 2007, from $182.4 million for the six months ended December 31, 2006, as a result of increased loans purchased and higher average finance receivables outstanding. Our operating expenses are predominately related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 78.1% and 76.2% of total operating expenses for the six months ended December 31, 2007 and 2006, respectively.

Operating expenses as an annualized percentage of average finance receivables were 2.5% for the six months ended December 31, 2007, as compared to 3.0% for the six months ended December 31, 2006. The decrease in operating expenses as an annualized percentage of average finance receivables primarily resulted from cost synergies realized from the integration of the LBAC portfolio as well as larger portfolio scale.

Provision for Loan losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the six months ended December 31, 2007 and 2006, reflects inherent losses on receivables originated during those quarters and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses increased to $601.2 million for the six months ended December 31, 2007, from $348.7 million for the six months ended December 31, 2006, primarily as a result of weaker than expected results from the LBAC portfolio and sub-prime loans originated in calendar year 2006 and early 2007 as well as higher expected future losses due to weaker economic conditions, particularly in certain geographic areas, including Florida and Southern California. As an annualized percentage of average finance receivables, the provision for loan losses was 7.3% and 5.7% for the six months ended December 31, 2007 and 2006, respectively.

Interest Expense

Interest expense increased to $425.3 million for the six months ended December 31, 2007, from $299.3 million for the six months ended December 31, 2006. Average debt outstanding was $15,481.7 million and $11,584.3 million for the six months ended December 31, 2007 and 2006, respectively. Our effective rate of interest paid on our debt increased to 5.4% for the six months ended December 31, 2007, compared to 5.1% for the six months ended December 31, 2006, due to a continued run-off of older securitizations with lower interest cost.

Taxes

Our effective income tax rate was 25.4% and 36.8% for the six months ended December 31, 2007 and 2006, respectively. The decrease in the rate for the threesix months ended September 30,December 31, 2007, is primarily a result of revised estimates of our deferred tax assets and liabilities relating to state income tax rates and the exercise of warrants issued in September 2002.

Other Comprehensive Loss:

Other comprehensive loss consisted of the following (in thousands):

 

  Three Months Ended
September 30,
   Six Months Ended
December 31,
 
  2007 2006  2007 2006 

Unrealized losses on credit enhancement assets

  $(198) $(2,610)  $(232) $(2,781)

Unrealized losses on cash flow hedges

   (36,143)  (8,255)   (82,026)  (9,228)

Increase in fair value of equity investment

    6,131 

Reclassification of gain on sale of equity investment into earnings

    (36,196)

Canadian currency translation adjustment

   7,400   (161)   6,544   (4,265)

Income tax benefit

   10,260   3,995    30,831   15,437 
              
  $(18,681) $(7,031)  $(44,883) $(30,902)
              

Cash Flow Hedges

Unrealized losses on cash flow hedges consisted of the following (in thousands):

 

  Three Months Ended
September 30,
   Six Months Ended
December 31,
 
  2007 2006  2007 2006 

Unrealized losses related to changes in fair value

  $(32,702) $(2,696)  $(77,767) $(1,013)

Reclassification of net unrealized gains into earnings

   (3,441)  (5,559)   (4,259)  (8,215)
              
  $(36,143) $(8,255)  $(82,026) $(9,228)
              

Unrealized losses related to changes in fair value for the threesix months ended September 30,December 31, 2007 and 2006, were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuates based upon changesdecreased because of a significant decline in forward interest rate expectations.rates.

Unrealized gains or losses on cash flow hedges of our floating rate debt are reclassified into earnings when interest rate fluctuations on securitization notes payable or other hedged items affect earnings.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $7.4$6.5 million and losses of $161,000$4.3 million for the threesix months ended September 30,December 31, 2007 and 2006, respectively, were included in other comprehensive loss. The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the threesix months ended September 30,December 31, 2007 and 2006. We do not anticipate the settlement of intercompany transactions with our Canadian subsidiaries in the foreseeable future.

CREDIT QUALITY

Generally, we provide financing in relatively high-risk markets, and, therefore, anticipate a corresponding high level of delinquencies and charge-offs.

The following tables present certain data related to the receivables portfolio (dollars in thousands):

 

  September 30, 2007
  

Finance

Receivables

 Gain on Sale  

Total

Managed

  December 31,
2007
 

Principal amount of receivables, net of fees

  $16,377,528  $19,844  $16,397,372  $16,352,204 
       

Nonaccretable acquisition fees

   (88,750)      (75,866)

Allowance for loan losses

   (755,992)      (839,352)
           

Receivables, net

  $15,532,786      $15,436,986 
           

Number of outstanding contracts

   1,154,221   1,817   1,156,038   1,144,113 
             

Average carrying amount of outstanding contract (in dollars)

  $14,189  $10,921  $14,184  $14,292 
             

Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables

   5.2%      5.6%
           

 

  June 30, 2007  June 30, 2007
  Finance
Receivables
 Gain on Sale  Total
Managed
Finance
Receivables
 Gain on
Sale
  Total
Managed

Principal amount of receivables, net of fees

  $15,922,458  $24,091  $15,946,549  $15,922,458  $24,091  $15,946,549
              

Nonaccretable acquisition fees

   (120,425)      (120,425)   

Allowance for loan losses

   (699,663)      (699,663)   
              

Receivables, net

  $15,102,370      $15,102,370    
              

Number of outstanding contracts

   1,143,713   2,028   1,145,741   1,143,713   2,028   1,145,741
                  

Average carrying amount of outstanding contract (in dollars)

  $13,922  $11,879  $13,918  $13,922  $11,879  $13,918
                  

Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables

   5.2%      5.2%   
              

The allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables increased to 5.6% as of December 31, 2007, from 5.2% as of June 30, 2007, as a result of higher expected future losses due to weaker economic conditions, particularly in certain geographic regions such as Florida and Southern California, increased budgetary stress on sub-prime and near prime consumers and lower recovery rates on repossessed collateral.

Delinquency

The following is a summary of managed finance receivables that are (i) more than 30 days delinquent, but not yet in repossession, and (ii) in repossession, but not yet charged off (dollars in thousands):

 

  September 30, 2007   December 31, 2007 
  

Finance

Receivables

 

Total

Managed

  Amount  Percent 
  Amount  Percent Amount  Percent 

Delinquent contracts: 31 to 60 days

  $903,950  5.5% $904,207  5.5%

Delinquent contracts:

    

31 to 60 days

  $1,111,368  6.8%

Greater than 60 days

   424,228  2.6   424,381  2.6    486,688  3.0 
                    
   1,328,178  8.1   1,328,588  8.1    1,598,056  9.8 

In repossession

   60,328  0.4   60,328  0.4    60,174  0.3 
                    
  $1,388,506  8.5% $1,388,916  8.5%  $1,658,230  10.1%
                    

 

  September 30, 2006   December 31, 2006 
  

Finance

Receivables

 

Total

Managed

  Finance
Receivables
 Total
Managed
 
  Amount  Percent Amount  Percent  Amount  Percent Amount  Percent 

Delinquent contracts: 31 to 60 days

  $732,239  6.0% $740,277  6.0%

Delinquent contracts:

       

31 to 60 days

  $845,140  6.7% $845,578  6.7%

Greater than 60 days

   305,900  2.5   309,315  2.5    320,217  2.6   320,319  2.6 
                          
   1,038,139  8.5   1,049,592  8.5    1,165,357  9.3   1,165,897  9.3 

In repossession

   54,056  0.4   54,721  0.5    42,909  0.3   42,962  0.3 
                          
  $1,092,195  8.9% $1,104,313  9.0%  $1,208,266  9.6% $1,208,859  9.6%
                          

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Delinquencies in our managed receivables portfolio may vary from period to period based upon the average age or seasoning of the portfolio, seasonality within the calendar year and economic factors. Due to our target customer base, a relatively high percentage of accounts become delinquent at some point in the life of a loan and there is a high rate of account movement between current and delinquent status in the portfolio.

Delinquencies in finance receivables were lowerhigher at September 30,December 31, 2007, as compared to September 30,December 31, 2006, as a result of a deterioration in credit performance for the inclusion of the LBAC portfolio.reasons described above.

Deferrals

In accordance with our policies and guidelines, we, at times, offer payment deferrals to consumers whereby the consumer is allowed to move up to two

delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state

law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferments that may be granted. Additionally, we generally limit the granting of deferments on new accounts until a requisite number of payments have been received. Due to the nature of our customer base and policies and guidelines of the deferral program, approximately 50% of accounts historically comprising the managed portfolio received a deferral at some point in the life of the account; however, we anticipate that the level of deferments will decline as higher qualitythe mix of loans are added to the portfolio, such as those originated through our LBAC and BVAC platforms andbegin to comprise a greater percentage of the total.

An account for which all delinquent payments are deferred is classified as current at the time the deferment is granted and therefore is not included as a delinquent account. Thereafter, such account is aged based on the timely payment of future installments in the same manner as any other account.

Contracts receiving a payment deferral as an average quarterly percentage of average receivables outstanding were as follows:

 

   Three Months Ended
September 30,
 
   2007  2006 

Finance receivables (as a percentage of average finance receivables)

  6.0% 6.3%
       

Total managed portfolio (as a percentage of average managed receivables)

  6.0% 6.3%
       

The decrease in the accounts receiving a payment deferral as a percentage of average receivables for the three months ended September 30, 2007, as compared to the three months ended September 30, 2006, is primarily a result of the addition of the LBAC portfolio.

   Three Months Ended
December 31,
  Six Months Ended
December 31,
 
  2007  2006  2007  2006 

Finance receivables (as a percentage of average finance receivables)

  6.8% 6.8% 6.4% 6.5%
             

Total managed portfolio (as a percentage of average managed receivables)

  6.8% 6.7% 6.4% 6.5%
             

The following is a summary of deferrals as a percentage of receivables outstanding:

 

   September 30, 2007 
   Finance
Receivables
  Total
Managed
 

Never deferred

  80.4% 80.4%

Deferred:

   

1-2 times

  16.6  16.6 

3-4 times

  3.0  3.0 

Greater than 4 times

   
       

Total deferred

  19.6  19.6 
       

Total

  100.0% 100.0%
       
December 31,
2007

Never deferred

78.8%

Deferred:

1-2 times

18.0

3-4 times

3.1

Greater than 4 times

0.1

Total deferred

21.2

Total

100.0%

   June 30, 2007 
  Finance
Receivables
  Total
Managed
 

Never deferred

  80.5% 80.6%

Deferred:

   

1-2 times

  16.3  16.3 

3-4 times

  3.1  3.1 

Greater than 4 times

  0.1  
       

Total deferred

  19.5  19.4 
       

Total

  100.0% 100.0%
       

We evaluate the results of our deferment strategies based upon the amount of cash installments that are collected on accounts after they have been deferred versus the extent to which the collateral underlying the deferred accounts has depreciated over the same period of time. Based on this evaluation, we believe that payment deferrals granted according to our policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

Changes in deferment levels do not have a direct impact on the ultimate amount of finance receivables charged off by us. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios and loss confirmation periods used in the determination of the adequacy of our allowance for loan losses are also impacted. Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the loan portfolio and therefore increase the allowance for loan losses and related provision for loan losses. Changes in these ratios and periods are considered in determining the appropriate level of allowance for loan losses and related provision for loan losses.

Charge-offs

The following table presents charge-off data with respect to our finance receivables portfolio (dollars in thousands):

 

   Three Months Ended
September 30,
 
   2007  2006 

Finance receivables:

   

Repossession charge-offs

  $289,883  $223,093 

Less: Recoveries

   (141,501)  (108,789)

Mandatory charge-offs (a)

   71,609   47,560 
         

Net charge-offs

  $219,991  $161,864 
         

Total managed:

   

Repossession charge-offs

  $289,987  $232,647 

Less: Recoveries

   (141,567)  (112,956)

Mandatory charge-offs (a)

   71,593   46,705 
         

Net charge-offs

  $220,013  $166,396 
         

Net charge-offs as an annualized percentage of average receivables:

   

Finance receivables

   5.4%  5.4%
         

Total managed portfolio

   5.4%  5.4%
         

Recoveries as a percentage of gross repossession charge-offs:

   

Finance receivables

   48.8%  48.8%
         

Total managed portfolio

   48.8%  48.6%
         

   Three Months Ended
December 31,
  Six Months Ended
December 31,
 
  2007  2006  2007  2006 

Finance receivables:

     

Repossession charge-offs

  $368,404  $289,903  $658,287  $512,996 

Less: Recoveries

   (161,637)  (141,452)  (303,138)  (250,241)

Mandatory charge-offs (a)

   79,379   34,702   150,988   82,262 
                 

Net charge-offs

  $286,146  $183,153  $506,137  $345,017 
                 

Total managed:

     

Repossession charge-offs

  $368,421  $290,876  $658,408  $523,523 

Less: Recoveries

   (161,646)  (141,869)  (303,213)  (254,825)

Mandatory charge-offs (a)

   79,387   34,430   150,980   81,135 
                 

Net charge-offs

  $286,162  $183,437  $506,175  $349,833 
                 

Net charge-offs as an annualized percentage of average receivables:

     

Finance receivables

   6.9%  5.9%  6.2%  5.6%
                 

Total managed portfolio

   6.9%  5.8%  6.2%  5.6%
                 

Recoveries as a percentage of gross repossession charge-offs:

     

Finance receivables

   43.9%  48.8%  46.0%  48.8%
                 

Total managed portfolio

   43.9%  48.8%  46.1%  48.7%
                 

(a)Mandatory charge-offs representincludes accounts 120 days delinquent that are charged off in full with no recovery amounts realized at time of charge-off and the net write-down of finance receivables in repossession to the net realizable value of the repossessed vehicle when the repossessed vehicle is legally available for sale.

Net charge-offs as an annualized percentage of average receivables outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic factors. Total managed portfolio charge-offs of 5.4%6.9% and 6.2% would be 5.7%7.3% and 6.5% excluding LBAC for the three and six months ended September 30, 2007.December 31, 2007, respectively. The increase in the total managed portfolio charge-offs excluding LBAC, for the three and six months ended September 30,December 31, 2007, was a result of the weaker than expected results from the LBAC portfolio and sub-prime loans originated in calendar year 2006.2006 and 2007 as well as a decline in the wholesale values for used cars.

LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of cash are finance charge income, servicing fees, distributions from securitization Trusts, net proceeds from senior notes and

convertible senior notes transactions, borrowings under credit facilities, transfers of finance receivables to Trusts in securitization transactions and

collections and recoveries on finance receivables. Our primary uses of cash are purchases of finance receivables, repayment of credit facilities and securitization notes payable, funding credit enhancement requirements for securitization transactions and credit facilities, operating expenses, income taxes and stock repurchases.

We used cash of $2,290.4$4,126.3 million and $1,790.8$3,740.8 million for the purchase of finance receivables during the threesix months ended September 30,December 31, 2007 and 2006, respectively. These purchases were funded initially utilizing cash and credit facilities and our strategy is to subsequently throughobtain long-term financing for these receivables in securitization transactions.

Credit Facilities

In the normal course of business, in addition to using our available cash, we pledge receivables and borrow under our credit facilities to fund our operations and repay these borrowings as appropriate under our cash management strategy.

As of September 30,December 31, 2007, credit facilities consisted of the following (in millions):

 

Facility Type

  Maturity (a) 

Facility

Amount

  Advances
Outstanding

Master warehouse facility

  October 2009 $2,500.0  

Medium term note facility

  October 2009 (b)  750.0  $750.0

Repurchase facility

  August 2008  500.0   384.6

Prime/Near prime facility

  September 2008  1,500.0   1,012.4

Canadian facility

  May 2008 (c)  151.2   65.8
         
   $5,401.2  $2,212.8
         

Facility Type

  

Maturity (a)

  Facility
Amount
  Advances
Outstanding
Master warehouse facility  October 2009  $2,500.0  $816.5
Medium term note facility  October 2009 (b)   750.0   750.0
Repurchase facility  August 2008   500.0   311.1
Prime/Near prime facility  September 2008   1,500.0   491.7
Canadian facility  May 2008 (c)   150.2   110.1
          
    $5,400.2  $2,479.4
          

(a)At the maturity date, the outstanding debt balance can either be repaid in full or over time based on the amortization of receivables pledged.
(b)This facility is a revolving facility through the date stated above. During the revolving period, we have the ability to substitute receivables for cash, or vice versa.
(c)Facility amount represents Cdn $150.0 million.

In August 2007, we renewed our repurchase facility, extending the maturingmaturity to August 2008.

In September 2007, we terminated a $400.0 million near-prime facility, a $450.0 million BVAC facility and a $600.0 million LBAC facility, and we entered into the prime/near prime facility, which provides up to $1,500.0 million through September 2008 for the financing of prime and near-prime credit quality receivables.

Our credit facilities 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) as well as limits on deferment levels. As of September 30,December 31, 2007, we were in compliance with all covenants in our credit facilities.

Securitizations

We have completed 6162 securitization transactions through September 30,December 31, 2007, excluding securitization Trusts entered into by BVAC and LBAC prior to their acquisition by us. The proceeds from the transactions were primarily used to repay borrowings outstanding under our credit facilities.

A summary of the active transactions is as follows (in millions):

 

Transaction

  Date  Original
Amount
  Balance at
September 30, 2007

Gain on sale:

      

BV2003-LJ-1

  August 2003  $193.3  $19.6
          

Secured financing:

      

2004-A-F

  February 2004   750.0   83.7

2004-B-M

  April 2004   900.0   122.5

2004-1

  June 2004   575.0   88.8

2004-C-A

  August 2004   800.0   167.2

2004-D-F

  November 2004   750.0   176.3

2005-A-X

  February 2005   900.0   239.6

2005-1

  April 2005   750.0   177.4

2005-B-M

  June 2005   1,350.0   449.8

2005-C-F

  August 2005   1,100.0   427.4

2005-D-A

  November 2005   1,400.0   619.8

2006-1

  March 2006   945.0   421.2

2006-R-M

  May 2006   1,200.0   1,015.1

2006-A-F

  July 2006   1,350.0   838.2

2006-B-G

  September 2006   1,200.0   834.7

2007-A-X

  January 2007   1,200.0   926.4

2007-B-F

  April 2007   1,500.0   1,287.4

2007-1

  May 2007   1,000.0   892.2

2007-C-M

  July 2007   1,500.0   1,440.5

2007-D-F

  September 2007   1,000.0   1,000.0

BV2005-LJ-1

  February 2005   232.1   74.6

BV2005-LJ-2

  July 2005   185.6   69.6

BV2005-3

  December 2005   220.1   103.9

LB2003-C

  October 2003   250.0   25.1

LB2004-A

  March 2004   300.0   41.2

LB2004-B

  July 2004   250.0   45.9

LB2004-C

  December 2004   350.0   86.7

LB2005-A

  June 2005   350.0   110.9

LB2005-B

  October 2005   350.0   139.1

LB2006-A

  May 2006   450.0   245.3

LB2006-B

  September 2006   500.0   325.3

LB2007-A

  March 2007   486.0   405.8
          

Total secured financing transactions

   24,093.8   12,881.6
          

Total active securitizations

  $24,287.1  $12,901.2
          

Transaction

 Date Original
Amount
 Balance at
December 31, 2007
Secured financing:   

2004-B-M

 April 2004 $900.0 $101.7

2004-1

 June 2004  575.0  74.7

2004-C-A

 August 2004  800.0  142.2

2004-D-F

 November 2004  750.0  152.9

2005-A-X

 February 2005  900.0  207.1

2005-1

 April 2005  750.0  154.1

2005-B-M

 June 2005  1,350.0  393.6

2005-C-F

 August 2005  1,100.0  375.0

2005-D-A

 November 2005  1,400.0  546.6

2006-1

 March 2006  945.0  361.6

2006-R-M

 May 2006  1,200.0  906.0

2006-A-F

 July 2006  1,350.0  746.3

2006-B-G

 September 2006  1,200.0  748.7

2007-A-X

 January 2007  1,200.0  836.7

2007-B-F

 April 2007  1,500.0  1,164.1

2007-1

 May 2007  1,000.0  804.4

2007-C-M

 July 2007  1,500.0  1,310.9

2007-D-F

 September 2007  1,000.0  931.1

2007-A-M

 October 2007  1,000.0  951.4

BV2005-LJ-1

 February 2005  232.1  65.4

BV2005-LJ-2

 July 2005  185.6  61.7

BV2005-3

 December 2005  220.1  92.7

LB2004-A

 March 2004  300.0  34.0

LB2004-B

 July 2004  250.0  38.5

LB2004-C

 December 2004  350.0  75.9

LB2005-A

 June 2005  350.0  97.8

LB2005-B

 October 2005  350.0  124.0

LB2006-A

 May 2006  450.0  215.7

LB2006-B

 September 2006  500.0  287.5

LB2007-A

 March 2007  486.0  365.8
       

Total active securitizations

 $24,093.8 $12,368.1
       

We structure our securitization transactions as secured financings. Finance receivables are transferred to a securitization Trust, which is one of our special purpose finance subsidiaries, and the Trusts issue one or more series of asset-backed securities (securitization notes payable). While these Trusts are included in our consolidated financial statements, these Trusts are separate legal entities; thus the finance receivables and other assets held by

these Trusts are legally owned by these Trusts, are available to satisfy the related securitization notes payable and are not available to our creditors or our other subsidiaries.

At the time of securitization of finance receivables, we are required to pledge assets equal to a specified percentage of the securitization pool to provide credit enhancement required for specific credit ratings for the asset-backed securities issued by the Trusts.

Generally, we employ two types of securitization structures. The structure we have utilized most frequently involves the purchase of a financial guaranty insurance policy issued by an insurer. Our most recent transaction for sub-prime receivables, completed in September 2007, had an initial cash deposit and overcollateralization level of 9.0% and target credit enhancement of 13.0%. Under this structure, we typically expect to begin to receive cash distributions approximately six to eight months after receivables are securitized. Our most recent transaction for prime and near-prime receivables, completed in October 2007, had an initial cash deposit and overcollateralization level of 3.5% and target credit enhancement of 7.75%. Under this structure, we typically expect to begin to receive cash distributions approximately ten to twelve months after receivables are securitized.

Several of the financial guaranty insurers used by us in the past are facing financial stress and rating agency downgrades due to risk exposures on insurance policies that guarantee mortgage debt and related structured products. As a result, demand for securities guaranteed by insurance, particularly securities backed by sub-prime collateral, has generally weakened. One of the insurers we have used, Financial Security Assurance, Inc. (“FSA”), has been able to maintain its capital position and “AAA” rating. We have an offer of capacity from FSA for $4,500.0 million for our sub-prime securitizations throughout calendar year 2008. Under this arrangement, which is not a commitment, prior to issuing an insurance policy, FSA will evaluate each securitization we propose to execute on a transaction by transaction basis as to timing, collateral composition, size, market conditions and other factors. While we believe that FSA will issue insurance policies to guarantee the securities issued in these securitizations to investors and that such policies will be accepted by investors and enhance the execution of our securitization transactions, we can provide no assurance of these matters.

Credit enhancement requirements in our sub-prime securitization structures will increase in calendar 2008 driven by bond insurance requirements, and to a lesser extent the credit deterioration we are experiencing in our portfolio. Historically, the level of credit enhancement required by the bond insurers in our securitization transactions would support a “shadow rating” to the bond insurer, or attachment point, of “BBB.” The insurance policy

provided by the bond insurer then allows for the actual rating on the securitization notes to be “AAA.” The attachment point also determines the amount of capital the bond insurer is charged. As part of our arrangement with FSA, FSA will require us to increase the amount of credit enhancement we provide in a transaction to increase the attachment point to a rating of “A-.” With these changes, we expect enhancement levels on our securitization transactions to increase to an initial credit enhancement level in the mid-teens with a target enhancement level in the low 20% range. This increase in enhancement levels will adversely impact our liquidity position.

These events could have a material adverse effect on the cost and availability of capital to finance our receivables, which in turn could have a material adverse effect on our financial position, liquidity and results of operations.

The second type of securitization structure we use involves the sale of subordinated asset-backed securities in order to provide credit enhancement for the senior asset-backed securities.

Our most recent securitization transaction for primarily sub-prime receivables involving the sale of subordinated asset-backed securities was completed in March 2006 and required an initial cash deposit and overcollateralization level of 7.0% of the original receivable pool balance, and a target credit enhancement level of 16.5% of the receivable pool balance must be reached before excess cash is used to repay the Class E bonds. Subsequent to the payoff of Class E bonds, excess cash is distributed to us. Under this structure, we typically expect to begin to receive cash distributions approximately 22 to 26 months after receivables are securitized.

In May 2007, we executed our first transaction under our securitization program for near-prime and prime receivables. This securitization transactionreceivables and the structure involved the sale of subordinated asset-backed securities. Additionally, thisThis transaction required an initial cash deposit and overcollateralization level of 0.5% of the original receivable pool balance, and a target credit enhancement level of 4.5% of the receivable pool balance must be reached before excess cash is used to paydown the principal balance of the Class E

bonds to maintain a specified amount outstanding. Excess cash not utilized to paydown the Class E bonds will be released to us. Under this structure, we typically expect to begin to receive cash distributions approximately ten to twelve months after receivables are securitized.

IncreasesWe anticipate that it may be difficult to sell subordinated asset-backed securities given current capital market conditions or, decreasesif we are able to sell subordinated securities, the credit enhancement level required in futureoverall pricing for a senior-subordinated securitization transactions will depend on the net interest margin of the finance receivables transferred, the collateral characteristics of the receivables transferred, credit performance trends of our finance receivables, our financial condition and the economic environment.may be materially higher than for a securitization guaranteed by an insurance policy.

Cash flows related to securitization transactions were as follows (in millions):

 

  Three Months Ended
September 30,
  Six Months Ended
December 31,
  2007  2006 2007  2006

Initial credit enhancement deposits:

        

Restricted cash

  $53.8  $45.7  $64.0  $55.1

Overcollateralization

   188.2   109.5   213.8   206.8

Distributions from Trusts:

        

Gain on sale Trusts

   0.2   76.0   7.5   92.7

Secured financing Trusts

   243.6   215.1   428.8   415.6

The agreements with the insurers of our securitization transactions covered by a financial guaranty insurance policy provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased.

Generally, our securitization transactions insured by financial guaranty insurance providers and entered into prior to September 2005 are cross-collateralized to a limited extent. In the event of a shortfall in the original target credit enhancement requirement for any of these securitization

Trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. Our securitization transactions

As of December 31, 2007, three LBAC securitizations (LB 2006-A, LB 2006-B and LB 2007-A), insured by financial guaranty insurance providers after August 2005 do not contain any cross-collateralization provisions.FSA had delinquency ratios in excess of the targeted levels. As part of the agreement with FSA described above, the excess cash flows from our other FSA-insured securitizations are being used to fund higher credit enhancement requirements in the LBAC Trusts which exceeded the portfolio performance ratios. We anticipate that it will take four to six months to build the credit enhancement up to the new requirement and will likely delay $40 to $50 million of cash distributions we had expected to receive during that time frame.

The agreements that we enter into with our financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss) that are higher than the limits referred to above. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured Trust were to exceed these additional levels, provisions of the agreements permit the financial guaranty insurance providers to terminate our servicing rights to the receivables sold to that Trust. In addition, the servicing agreements on certain insured securitization Trusts

are cross-defaulted so that a default under one servicing agreement would allow the financial guaranty insurance provider to terminate our servicing rights under all servicing agreements for securitization Trusts in which they issued a financial guaranty insurance policy. Additionally, if these higher targeted portfolio performance levels were exceeded, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them as additional credit enhancement. This, in turn, could result in defaults under our other securitizations and other material indebtedness. Although we have never exceeded these additional targeted portfolio performance ratios, and do not anticipate violating any event of default triggers for our securitizations, there can be no assurance that our servicing rights with respect to the automobile receivables in such Trusts or any other Trusts will not be terminated if (i) such targeted portfolio performance ratios are breached, (ii) we breach our obligations under the servicing agreements, (iii) the financial guaranty insurance providers are required to make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of September 30,December 31, 2007, no such termination events have occurred with respect to any of the Trusts formed by us.

Stock Repurchases

During the threesix months ended September 30,December 31, 2007 and 2006, we repurchased 5,734,850 shares of our common stock at an average cost of $22.30 per share and 13,462,430 shares of our common stock at an average cost of $24.06 per share, respectively.

As of OctoberJanuary 31, 2007,2008, we had repurchased $1,374.8 million of our common stock since April 2004 and we had remaining authorization to repurchase $172.0 million of our common stock. A covenant in our senior note indenture entered into in June 2007 limits our ability to repurchase stock. As of OctoberJanuary 31, 2007,2008, we have approximately $40$36 million available for share repurchases under the covenant limits.limits although we have no current plans to continue repurchase activity.

Contractual Obligations

We adopted the provisions of FIN 48 on July 1, 2007. As a result of the implementation of FIN 48, we havehad liabilities associated with uncertain tax positions of $53.6 million. Due to uncertainty regarding the timing of future cash flows associated with FIN 48 liabilities, a reasonable estimate of the period of cash settlement is not determinable.

Operating PlanRecent Market Developments

We anticipate that a number of factors will adversely impact our liquidity in calendar 2008: higher credit enhancement levels in our securitization transactions driven by bond insurance requirements, and to a lesser extent, the credit deterioration we are experiencing in our portfolio; disruptions in the capital markets and weakened demand for securities guaranteed by insurance policies, making the execution of securitization transactions more challenging and expensive; decreased cash distributions from our securitization Trusts due to weaker credit performance; and the breach of portfolio performance ratios in certain of our securitization Trusts supported by auto receivables originated through our Long Beach Acceptance Corporation (“LBAC”) platform resulting in higher credit enhancement requirements for those Trusts and a delay in cash distributions to us while those higher credit enhancement levels are built.

As a result of these developments, we implemented a revised operating plan in January 2008 in an effort to preserve and strengthen our capital and liquidity position, and to maintain sufficient capacity on our warehouse lines to fund new loan originations until capital market conditions improve for securitization transactions. The plan includes a decrease in targeted origination volume to $5.0 billion to $6.0 billion for calendar 2008. Under this plan, we have increased the minimum credit score requirements for new loan originations, decreased our originations infrastructure by reducing sales and underwriting headcounts as well as branch underwriting locations by approximately one third and selectively decreased the number of dealers from whom we purchase loans. We anticipate that we will incur restructuring charges of approximately $10 million over the remainder of fiscal 2008 in connection with this plan.

We believe that we have sufficient liquidity and warehouse capacity to achieveoperate under our growth strategies. As of September 30, 2007,new plan through calendar 2008. However, if the asset-backed securities market or the credit markets, in general, continue to deteriorate, or if economic factors deteriorate resulting in weaker credit performance, we had unrestricted cash balances of $637.1 million. Assuming thatwill have to further reduce our targeted origination volume ranges from $9.0below the range of $5.0 billion to $9.5$6.0 billion during fiscalto sustain adequate liquidity.

The asset-backed securities market, along with credit markets in general, has been experiencing unprecedented disruptions. Market conditions began deteriorating in mid-2007 and remain impaired in early 2008. While some securitizations backed by prime quality automobile finance receivables were executed by other issuers in January 2008, no securitizations backed by sub-prime quality receivables have been completed in calendar 2008. Further, the prime quality automobile securitizations that were executed in January 2008 utilized senior-subordinated structures, selling only the highest rated securities. Several of the financial guaranty insurers used by us in the past are facing financial stress and rating agency downgrades. As a result, demand for asset-backed securities backed by a financial guarantee insurance policy has weakened and there has been no public issuance of insured automobile asset-backed securities since November 2007. We have not accessed the initial credit enhancement requirementsecuritization market with a transaction since October 2007.

Current conditions in the asset-backed securities market include reduced liquidity, increased risk premiums for issuers, reduced investor demand for asset-backed securities, particularly those securities backed by sub-prime collateral, financial stress and rating agency downgrades impacting the financial guaranty insurance providers, and a general tightening of availability of credit. These conditions, which may increase our securitization transactions remainscost of funding and reduce our access to the same as recent transactions, we expect that cash distributions from our securitization transactions combined with

cash generated from unsecuritized receivables will exceedasset-backed securities market or other types of receivable financings, may continue or worsen in the funding requirement for initial credit enhancement deposits during fiscal 2008.future. We will continue to require the execution of additional securitization transactions or other types of receivable financing during fiscal 2008. There can be no assurance that funding will be available to us through the execution of securitizationthese types of transactions or, if available, that the funding will be on acceptable terms. If we are unable to execute securitizationthese transactions on a regular basis, and are otherwise unable to issue any other debt or equity, we would not have sufficient funds to finance new loan originations and, in such event, we would be required to revise the scale of our business, including possible discontinuation of loan origination activities, which would have a material adverse effect on our ability to achieve our business and financial objectives. For a more complete description of the financing risks that we face, please review the Risks Factors Part I, Item I in our Annual Report on Form 10-K for the year ended June 30, 2007.

OFF-BALANCE SHEET ARRANGEMENTS

We currently have one securitization transaction structured to meet the accounting criteria for a sale of finance receivables. Under this structure, notes issued by our unconsolidated qualified special purpose finance subsidiaries are not recorded as liabilities on our consolidated balance sheets. See Liquidity and Capital Resources – Securitizations for a detailed discussion of our securitization transactions.

INTEREST RATE RISK

Fluctuations in market interest rates impact our credit facilities and securitization transactions. Our gross interest rate spread, which is the difference between interest earned on our finance receivables and interest paid, is affected by changes in interest rates as a result of our dependence upon the issuance of variable rate securities and the incurrence of variable rate debt to fund our purchases of finance receivables.

Credit Facilities

Finance receivables purchased by us and pledged to secure borrowings under our credit facilities bear fixed interest rates. Amounts borrowed under our credit facilities bear interest at variable rates that are subject to frequent adjustments to reflect prevailing market interest rates. To protect the interest rate spread within each credit facility, our special purpose finance subsidiaries are contractually required to purchase interest rate cap agreements in connection with borrowings under our credit facilities. The purchaser of the interest rate cap agreement pays a premium in return for the right to receive the difference in the interest cost at any time a specified index of market interest rates rises above the stipulated “cap” rate. The purchaser of the interest rate cap agreement bears no obligation or liability if interest rates fall below the “cap” rate. As part of our interest rate risk management strategy and when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid by our special purpose finance subsidiary to purchase the interest rate cap agreement and thus retain the interest rate risk. The fair value of the interest rate cap agreement purchased by the special purpose

finance subsidiary is included in other assets and the fair value of the interest rate cap agreement sold by us is included in other liabilities on our consolidated balance sheets.

Securitizations

The interest rate demanded by investors in our securitization transactions depends on prevailing market interest rates for comparable transactions and the general interest rate environment. We utilize several strategies to minimize the impact of interest rate fluctuations on our gross interest rate margin, including the use of derivative financial instruments, the regular sale or pledging of receivables to securitization Trusts, pre-funding of securitization transactions and the use of revolving structures.

In our securitization transactions, we transfer fixed rate finance receivables to Trusts that, in turn, sell either fixed rate or floating rate securities to investors. The fixed rates on securities issued by the Trusts are indexed to market interest rate swap spreads for transactions of similar duration or various London Interbank Offered Rates (“LIBOR”) and do not fluctuate during the term of the securitization. The floating rates on securities issued by the Trusts are indexed to LIBOR and fluctuate periodically based on movements in LIBOR. Derivative financial instruments, such as interest rate swap and cap

agreements, are used to manage the gross interest rate spread on these transactions. We use interest rate swap agreements to convert the variable rate exposures on securities issued by our securitization Trusts to a fixed rate, thereby locking in the gross interest rate spread to be earned by us over the life of a securitization. Interest rate swap agreements purchased by us do not impact the amount of cash flows to be received by holders of the asset-backed securities issued by the Trusts. The interest rate swap agreements serve to offset the impact of increased or decreased interest paid by the Trusts on floating rate asset-backed securities on the cash flows to be received by us from the Trusts. We utilize such arrangements to modify our net interest sensitivity to levels deemed appropriate based on our risk tolerance. In circumstances where the interest rate risk is deemed to be tolerable, usually if the risk is less than one year in term at inception, we may choose not to hedge potential fluctuations in cash flows due to changes in interest rates. Our special purpose finance subsidiaries are contractually required to purchase a financial instrument to protect the net spread in connection with the issuance of floating rate securities even if we choose not to hedge our future cash flows. Although the interest rate cap agreements are purchased by the Trusts, cash outflows from the Trusts ultimately impact our retained interests in the securitization transactions as cash expended by the securitization Trusts will decrease the ultimate amount of cash to be received by us. Therefore, when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement to offset the premium paid by the Trust to purchase the interest rate cap agreement. The fair value of the interest rate cap agreements purchased by the special purpose finance subsidiaries in connection with securitization transactions are included in other assets and the fair value of the interest rate cap agreements sold by us are included in other liabilities on our consolidated balance sheets. Changes in the fair value of the interest rate cap agreements are reflected in interest expense on our consolidated statements of income and comprehensive income.

Pre-funding securitizations is the practice of issuing more asset-backed securities than needed to cover finance receivables initially sold or pledged to the Trust. The proceeds from the pre-funded portion are held in an escrow account until additional receivables are delivered to the Trust in amounts up to the pre-funded balance held in the escrow account. The use of pre-funded securitizations allows us to lock in borrowing costs with respect to the finance receivables subsequently delivered to the Trust. However, we incur an expense in pre-funded securitizations during the period between the initial delivery of finance receivables and the subsequent delivery of finance receivables equal to the difference between the interest earned on the proceeds held in the escrow account and the interest rate paid on the asset-backed securities outstanding.

Additionally, in May 2006, we issued a “revolving” securitization transaction that allows us to replace receivables as they amortize down rather than paying down the outstanding debt balance for a period of one year subject to compliance with certain covenants. The use of this type of transaction allows us to lock in borrowing costs for the revolving period and allows us to finance approximately 50% more receivables than in our typical amortizing securitization structure at that borrowing cost.

We have entered into interest rate swap agreements to hedge the variability in interest payments on our most recent securitization transactions. Portions of these interest rate swap agreements are designated and qualify as cash flow hedges.

Management monitors our hedging activities to ensure that the value of derivative financial instruments, their correlation to the contracts being hedged and the amounts being hedged continue to provide effective protection against interest rate risk. However, there can be no assurance that our strategies will be effective in minimizing interest rate risk or that increases in interest rates will not have an adverse effect on our profitability. All transactions are entered into for purposes other than trading.

Current Accounting Pronouncements

Statement of Financial Accounting Standards No. 141R

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS 141R”), which replaces Statement of Financial Accounting Standards No. 141, “Business Combinations.” SFAS 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including noncontrolling interests, contingent consideration and certain acquired contingencies. SFAS 141R also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination. SFAS 141R will be applicable prospectively to business combinations beginning in our 2010 fiscal year.

FORWARD LOOKING STATEMENTS

The preceding Management’s Discussion and Analysis of Financial Condition and Results of Operations section contains several “forward-looking statements.” Forward-looking statements are those that use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “may,” “likely,” “should,” “estimate,” “continue,” “future” or other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are

detailed from time to time in our filings and reports with the Securities and Exchange Commission including our Annual Report on Form 10-K for the year ended June 30, 2007. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to, and do not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.

Item 3.Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because our funding strategy is dependent upon the issuance of interest-bearing securities and the incurrence of debt, fluctuations in interest rates impact our profitability. Therefore, we employ various hedging strategies to minimize the risk of interest rate fluctuations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Interest Rate Risk” for additional information regarding such market risks.

 

Item 4.Item 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Such controls include those designed to ensure that information for disclosure is communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

The CEO and CFO, with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures as of September 30,December 31, 2007. Based on their evaluation, they have concluded that the disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

There were no changes made in our internal control over financial reporting during the three months ended September 30,December 31, 2007, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations Inherent in all Controls

Our management, including the CEO and CFO, recognize that the disclosure controls and internal controls (discussed above) cannot prevent all errors or all attempts at fraud. Any controls system, no matter how well crafted and operated, can only provide reasonable, and not absolute, assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.

Part II. OTHER INFORMATION

 

Item 1.Item 1.LEGAL PROCEEDINGS

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and/or shareholders. As the assignee of finance contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of any such pending or threatened litigation will not be material to our consolidated financial position or our results of operations.

 

Item 1A.Item 1A.RISK FACTORS

In addition to the other information set forth in this report, the factors discussed in Part I, Item 1, “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2007, should be carefully considered as these risk factors could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition and/or operating results.

Item 2.Item 2.UNREGISTERED SALES OF EQUITYOFEQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2007, we repurchased shares as follows (dollars in thousands, except per share amounts):

Date

  Total Number of
Shares Purchased
  Average Price
Paid per Share
  Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Program
  Approximate Dollar of
Shares That May Yet Be
Purchased Under the
Plans or Program

July 2007 (a)

  3,663,700  $23.85  3,663,700  $212,538

August 2007 (a)

  568,350  $22.06  568,350  $200,001

September 2007 (a)

  1,502,800  $18.63  1,502,800  $172,009

(a)On September 12, 2006, we announced the approval of a stock repurchase plan by our Board of Directors which authorized us to repurchase up to $300.0 million of our common stock in the open market or in privately negotiated transactions, based on market conditions.

Not Applicable

Item 3.DEFAULTS UPON SENIOR SECURITIES

Not Applicable

 

Item 4.Item 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The matters voted upon by the shareholders and the details of the votes cast by the shareholders on those matters at the Annual Meeting of Shareholders was held on October 25, 2007.

The following proposals2007, were adopted byreported in Part II, Item 4 of our Quarterly Report on Form 10-Q for the margins indicated:quarter ended September 30, 2007, filed with the Commission on November 9, 2007.

 

1.Election of three directors to terms of office expiring at the Annual Meeting of Shareholders in 2009, or until their successors are elected and qualified.

Nominees for Terms

Expiring in 2009

  For  Withheld

A.R. Dike

  100,442,279  645,348

Douglas K. Higgins

  100,257,840  829,787

Kenneth H. Jones, Jr.

  100,123,852  963,775

The directors who are continuing to hold office are Daniel E. Berce, John R. Clay, James H. Greer and Clifton H. Morris, Jr.

2.Ratification of the appointment of independent auditors for fiscal year ending June 30, 2008.

For

  Against  Withheld

99,237,062

  989,504  16,258

Item 5.Item 5.OTHER INFORMATION

Not Applicable

Item 6.Item 6.EXHIBITSEXHIBITS

 

31.1

 Officers’ Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1

 Officers’ Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  

AmeriCredit Corp.

  (Registrant)

Date: November 9, 2007

February 11, 2008
 By: 

/s/ Chris A. Choate

  (Signature)
  Chris A. Choate
  

Executive Vice President,

Chief Financial Officer and Treasurer

 

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