UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31,September 30, 2008

OR

For the transition period from            to            

Commission file number 1-10667

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant'sRegistrant’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  ¨x    Non-accelerated filer  ¨    Smaller reporting companyReporting Company  ¨

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

There were 115,209,818116,284,194 shares of common stock, $0.01 par value outstanding as of April 30,October 31, 2008.

AMERICREDIT CORP.

INDEX TO FORM 10-Q

Part I. FINANCIAL INFORMATION

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

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

AMERICREDIT CORP.

Consolidated Statements of IncomeOperations and Comprehensive IncomeOperations

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

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

AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

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 March 31,September 30, 2008, and for the three and nine months ended March 31,September 30, 2008 and 2007, 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 (“GAAP”) 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.

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 8 – “Income Taxes” for a discussion of the impact of implementing FIN 48.2008.

Recent Market Developments

We anticipate that a number of factors will continue to adversely impactaffect our liquidity in calendar 2008:fiscal 2009: higher credit enhancement levels in our securitization transactions drivencaused by bond insurance requirements,a reduction in excess spread due to a higher cost of funds and due to a lesser extent, the credit deterioration we are experiencing in our portfolio; continuedunprecedented disruptions in the capital markets and weakened demand for securities

guaranteed by insurance policies, making the execution of securitization transactions more challenging and expensive; decreasedexpensive and decreasing 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, as well as an amendment to the 2007-2-M securitization transaction to increase the portfolio performance ratios, 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.performance.

Since January 2008, we have implemented a revised our operating plan in an effort to preserve and strengthen our capital and liquidity position, and to maintain sufficient capacity on our warehouse linescredit facilities to fund new loan originations until capital market conditions improve for securitization transactions. Under this revised plan, we increased the minimum credit score requirements for new loan originations, decreased our originations infrastructure by closing and consolidating branch underwritingcredit center locations, selectively decreased the number of dealers from whom we purchase loans and reduced operatingoriginations and overheadsupport function headcounts. We have discontinued new originations in our direct lending, leasing and leasingspecialty prime platforms, as well as certain partner relationships.

relationships, and in Canada. Our target for annualized loan origination levelstarget has been reduced to approximately $3.0 billion.$100 million per month. We recognized a restructuring charge of $9.1$0.6 million forduring the three months ended March 31, 2008, related to reductions which align our infrastructure with reduced origination targets.September 30, 2008.

We believe that we have sufficient liquidity and warehouse capacity to operate under this plan through calendar 2008.fiscal 2009 assuming the completion of at least one additional securitization transaction on similar terms as in the AmeriCredit Automobile Receivable Trust (“AMCAR”) 2008-1. We intend to utilize the forward purchase commitment with Deutsche Bank AG, Cayman Islands Branch (“Deutsche”) to place the triple-A rated asset-backed securities in such a securitization transaction. Additionally, we are currently negotiating with a significant shareholder concerning the acquisition of subordinated securities of such a securitization transaction, as well as the exchange of certain of our unsecured debt securities for additional shares of our common stock. If this transaction is consummated on the terms presently being discussed, such significant shareholder will acquire one seat on our board and we will waive the application of the Texas business combination law. However, if we are unable to complete the above mentioned transaction with this shareholder and the asset-backed securities market or the credit markets, in general, continue to deteriorate or if economic factors further deteriorate resulting in weaker credit performance, we may needbe unable to reduceplace the subordinated securities on acceptable terms or at all. In addition, if we breach any of the covenants in our targeted origination volume belowforward purchase commitment, we may be unable to place the $3.0 billion leveltriple-A rated asset-backed securities. Our credit facilities also contain covenants, which if breached, could restrict our ability to sustain adequate liquidity.

The asset-backed securities market, along with credit marketsborrow under such facilities to fund new loan originations, or in general, has been experiencing unprecedented disruptions. Market conditions began deterioratinga worst case, could result in mid-2007 and remain impaired in 2008. Current conditions in the asset-backed securities market include 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 tighteningevents of availabilitydefault under most of credit. These conditions, which may increase our cost of funding and reduce our accessdebt agreements. Failure to the asset-backed securities market or other types of receivable financings, may continue or worsen in the future.

There have been some signs of improvement as several prime auto, equipment and credit card securitizations, as well as, one sub-prime auto securitization have been completed. Although the successful completion of these recent securitizations may evidence improving conditions in the asset-backed securities markets, there continues to be uncertainty about effective execution of larger scale sub-prime securitization transactions. We have not accessed the securitization market withcomplete a securitization transaction since October 2007.

In April 2008, we entered into a one year, $2 billion forward purchase commitment agreement with Deutsche Bank AG, Cayman Islands Branch (“Deutsche”). Under this agreement and subjector the inability to certain terms, Deutsche will purchase triple-A rated asset-backed securities in registered public offerings onaccess our sub-prime AmeriCredit Automobile Receivables Trust (AMCAR) securitization platform. We anticipate using this commitment in connection with securitizations backed by a financial guaranty insurance policy pursuant to an arrangement we have with Financial Security Assurance, Inc. (“FSA”) for $4.5 billion of insurance capacity.

We will continue to require execution of securitization transactions or other types of receivable financings during calendar 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.

However, if we are unable to execute securitization transactions in connection with the above plans, and are otherwise unable to issue any other debt or equity, wecredit facilities 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 further reduction of loan origination activities, which would have a material adverse effect onraise substantial doubt about our ability to achieve our business and financial objectives. Forcontinue as a more complete description of the financing risks that we face, please review the Risk Factors Part I, Item I in our Annual Report on Form 10-K for the year ended June 30, 2007.going concern.

CurrentRecent Accounting Pronouncements and Accounting Changes

StatementIn the first quarter 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.

Statement of Financial Accounting Standards No. 161

In March 2008, the FASB issuedwe adopted SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,157 “Fair Value Measurements” (“SFAS No. 161”157”) for all financial assets and financial liabilities and for all non-financial assets and non-financial liabilities recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. SFAS No. 161 requires

qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about157 defines fair value, amounts of gainsestablishes a framework for measuring fair value, and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2008.enhances fair value measurement disclosure. The adoption of SFAS No. 161 will157 did not affecthave a significant impact on our consolidated financial statements, and the resulting fair values calculated under SFAS No. 157 after adoption were not significantly different than the fair values that would have been calculated under previous guidance. See Note 9 – “Fair Value of Assets and Liabilities” for further details on our fair value measurements.

In October 2008, the FASB issued FSP 157-3 “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP 157-3”). FSP 157-3 clarifies the application of SFAS No. 157 in a market that is not active, and addresses application issues such as the use of internal assumptions when relevant observable data does not exist, the use of observable market information when the market is not active, and the use of market quotes when assessing the relevance of observable and unobservable data. FSP 157-3 is effective for all periods presented in accordance with SFAS No. 157. The adoption of FSP 157-3 did not have a significant impact on our consolidated financial statements or the fair values of our financial conditionassets and results of operations, but may require additional disclosures for our derivative and hedging activities.liabilities.

NOTE 2 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

Finance receivables securitized represent receivables transferred to our special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $3,870.0$3,373.0 million and $2,797.4$3,327.3 million pledged under our credit facilities as of March 31, 2008September 30 and June 30, 2007,2008, 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 $621.0$822.5 million and $632.9$728.8 million of delinquent finance receivables as of March 31, 2008September 30 and June 30, 2007,2008, 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 recorded a discount on finance receivables repurchased upon the exercise of a clean-up call option from our gain on sale securitization transactions and accountaccounted for such discounts as nonaccretable discounts.

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

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

NOTE 3 – SECURITIZATIONS

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

As of March 31, 2008September 30 and June 30, 2007,2008, we were servicing $11,716.2$10,196.2 million and $12,899.7$11,413.0 million, respectively, of finance receivables that have been transferred or sold to securitization Trusts.

In April 2008, we entered into a one year, $2 billion forward purchase commitment agreement with Deutsche. Under this agreement and subject to certain terms, Deutsche will purchase triple-A rated asset-backed securities

issued by our sub-prime AMCAR securitization platform in registered public offerings. We paid $20.0 million of upfront commitment fees in connection with the agreement, which are being amortized to interest expense over the term of the facility. Unamortized costs of $10.8 million, as of September 30, 2008, are included in other assets on the consolidated balance sheets. Subsequent to September 30, 2008, we utilized $376.0 million of the commitment in conjunction with the execution of our AMCAR 2008-1 transaction. See Note 11 - “Warrants” for a discussion of warrants issued by us in connection with this transaction.

This agreement with Deutsche is subject to several performance covenants. We consider the most restrictive of these covenants to be the requirement to maintain a portfolio annualized net loss ratio of less than eight percent of average receivables on a rolling six month basis. If we were to breach any covenant in the agreement, Deutsche would no longer be obligated to purchase triple-A rated asset-backed securities under our AMCAR securitization program.

In September 2008, we entered into agreements with Wachovia Capital Markets, LLC and Wachovia Bank, National Association (together, “Wachovia”), to establish two funding facilities under which Wachovia would provide total funding of $117.7 million, during the one year term of the facilities, secured by asset-backed securities as collateral. Subsequent to September 30, 2008, and in conjunction with our AMCAR 2008-1 transaction, we obtained funding of $48.9 million by pledging AA/Aa2-rated asset-backed securities (the “Class B Notes”) as collateral and $68.8 million by pledging A/A3-rated asset-backed securities (the “Class C Notes”) as collateral. Under these funding facilities, we retained the Class B Notes and the Class C Notes and then sold the retained notes to a special purpose subsidiary, which in turn pledged such retained notes as collateral to secure the fundings under the two facilities. Currently, the facilities are fully utilized. At the end of the one year term, the facilities, if not renewed, will amortize in accordance with the securitization transaction until paid off. We paid $1.9 million of upfront commitment fees in connection with these facilities, which are being amortized to interest expense over the one year term of the facilities. Unamortized costs of $1.9 million, as of September 30, 2008, are included in other assets on the consolidated balance sheets. See Note 11 - “Warrants” for a discussion of warrants issued by us in connection with this transaction.

NOTE 4 – OTHER ASSETS – INVESTMENT IN MONEY MARKET FUND

We had an investment of $115.8 million in the Reserve Primary Money Market Fund (“the Reserve Fund”), a money market fund which has suspended redemptions and is in the process of liquidating its portfolio of investments. In mid-September, the net asset value of the Reserve Fund decreased below $1 per share as a result of the trustees of the Reserve Fund valuing their investments in Lehman Brothers Holdings Inc. (“LBHI”) debt securities held by the Reserve Fund at zero. Because redemptions of the fund have been suspended and our investment is not readily convertible to cash, we reclassified this investment on our balance sheet from cash and cash equivalents to other assets. We recognized an other than temporary impairment of $3.5 million, at September 30, 2008, by valuing the asset at the estimated net asset value of $0.97 per share as published by the Reserve Fund. As each security in the portfolio matures or

additional liquidity becomes available within the fund, the Reserve Fund has indicated that interim distributions will be made to the investors in the fund on a pro rata basis. Changes in market conditions could result in further adjustments to the fair value of this investment. Subsequent to September 30, 2008, we received $58.8 million as a partial distribution from the Reserve Fund.

NOTE 45 – CREDIT FACILITIES

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

Further detail regarding terms and availability of the credit facilities as of March 31,September 30, 2008, follows (in thousands):

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. We consider the most restrictive of these covenants to be (i) maintenance of a portfolio annualized net credit loss ratio of less than 8.5 percent of average receivables on a rolling six month basis, (ii) maintenance of an average earnings ratio to interest expense for two consecutive fiscal quarters of not less than 1.2 times and (iii) the requirement to repurchase receivables that have been pledged to the master warehouse facility for more than 364 days. 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 March 31,September 30, 2008, we were in compliance with all covenants in our credit facilities.

Subsequent to March 31,On September 15, 2008, LBHI filed a petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of the United States Bankruptcy Code. Subsequently, 16 additional affiliates of LBHI (together with LBHI, “Lehman”) filed petitions in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of the United States Bankruptcy Code. Lehman is one of the eleven financial institutions in the syndicate that comprise the master warehouse facility. Lehman’s commitment under the facility was $255 million, which amount will not be available for future borrowing. As of September 30, 2008, we amendedhad $105 million outstanding under the Lehman commitment which will be repaid as the facility pays off.

The call facility matured in August 2008 and was not renewed. The facility was paid off in October 2008.

The prime/near prime facility was renewed in September 2008 and reduced in size from $1,120.0 million to $450.0 million to align with the suspension of our prime/near-prime facility to address a potential portfolio performance ratio violation in the facility related to credit losses in our Bay View and Long Beach portfolios. The amendment reduced the size of the facility to $1,120.0 million from $1,500.0 million.near prime origination platforms.

Debt issuance costs are being amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $5.2$5.0 million and $6.5$6.0 million as of March 31, 2008September 30 and June 30, 2007,2008, respectively, are included in other assets on the consolidated balance sheets.

NOTE 56 – SECURITIZATION NOTES PAYABLE

Securitization notes payable represents debt issued by us in securitization transactions accounted for as secured financings.transactions. Debt issuance costs are being amortized over the expected term of the securitizations; accordingly, unamortizedsecuritizations on an effective yield basis. Unamortized costs of $20.4$16.5 million and $23.6$19.3 million as of March 31, 2008September 30 and June 30, 2007,2008, respectively, are included in other assets on the consolidated balance sheets.

Securitization notes payable as of March 31,September 30, 2008, consists of the following (dollars in thousands):

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, FSA, has been able to maintain its capital position and triple-A 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 insurance requirements, a reduction in excess spread due to higher cost of funds, 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 triple-B. The insurance policy provided by the bond insurer then allows for the actual rating on the securitization notes to be triple-A. 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 single-A-minus. With these changes, we expect enhancement levels on our securitization transactions to increase to initial and target credit enhancement levels 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.

The securitization transactions insured by some of our financial guaranty insurance providers 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.

AsDuring the three months ended September 30, 2008, we exceeded the cumulative default ratio target in the AMCAR 2007-D-F securitization. Accordingly, $6.7 million of March 31,cash otherwise distributable to us has been used to fund increased credit enhancement levels.

During fiscal 2008 and at September 30, 2008, three LBACLong Beach Acceptance Corporation (“LBAC”) securitizations (LB2006-A, LB2006-B and LB2007-A) insured by FSA had delinquency ratios in excess of the targeted levels. As part of thean arrangement with FSA described above,the insurer of these transactions, the excess cash flows from our other FSAsecuritizations insured securitizations are beingby this insurer were used to fund higher credit enhancement requirements in the LBAC Trusts which exceeded the portfolio performance ratios. As of March 31, 2008, cash otherwise distributable to us of $24 million has been used to buildThe higher required credit enhancement levels in these three LBAC Trusts. An additional $17 millionTrusts were reached as of excess cash will be needed to fund the higher credit enhancement levels. We anticipate that we will reach these requirements in MayJune 30, 2008. Additionally, twoone other LBAC securitizations (LB2005-A and LB2005-B) insured by FSAsecuritization (LB2005-A) had a delinquency ratiosratio in excess of its targeted levelslevel as of March 31,September 30, 2008. Excess cash flows from these LBAC securitizationsthis trust are being used to build higher credit enhancement levels in the respective Trusts that breached the portfolio performance ratios, instead of being distributed to us.

During the March 2008 quarter, we entered into an agreement with MBIA, Inc. (“MBIA”) to increase the portfolio performance ratios in the 2007-2-M securitization insured by MBIA. In return for higher portfolio performance ratios, we agreed to use excess cash flow from other MBIA insured securitizations to fund the higher credit enhancement requirement for the 2007-2-M Trust. We anticipate that it will take approximately three months to build the credit enhancement up to the new target requirement and $34 million otherwise distributable to us will be used to fund the higher credit enhancement requirements in this securitization transaction.

Agreements with all of our financial guaranty insurance providers contain additional specified targettargeted portfolio performance ratios that are higher than the levelsthose 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 7 – CONVERTIBLE SENIOR NOTES

In November 2003, we issued $200.0 million of contingently convertible senior notes that are due in November 2023. Interest on the notes is payable semiannually at a rate of 1.75% per annum. The notes, which are uncollateralized, are convertible prior to maturity into shares of our common stock at $18.68 per share. Additionally, we may exercise our option to repurchase the notes, or holders of the convertible senior notes may require us to repurchase the notes, on November 15, 2008, at a price equal to 100.25% of the principal amount of the notes redeemed, or after November 15, 2008 at par. During the three months ended September 30, 2008, we repurchased $114.7 million of these convertible notes at a small discount. On October 20, 2008, we made a tender offer for the remaining balance of $85.3 million of these convertible notes which expires November 17, 2008, at a price equal to 100.25% of the principal amount of the notes redeemed.

NOTE 68 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of March 31, 2008September 30 and June 30, 2007,2008, we had interest rate swap agreements with underlying notional amounts of $3,344.8 million and $2,355.1$3,181.5 million, respectively. The fair value of our interest rate swap agreements of $131.5$63.5 million and $72.7 million as of March 31,September 30, 2008 isand June 30, 2008, respectively, are 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 $129.1$60.3 million and unrealized gains of $14.2$70.2 million included in accumulated other comprehensive income as of March 31, 2008September 30 and June 30, 2007,2008, respectively. The ineffectiveness related to the interest rate swap agreements designated as hedges was not material for the three and nine month periods ended March 31,September 30, 2008 and 2007. We estimate approximately $74.0$41.5 million of unrealized losses included in other comprehensive income will be reclassified into earnings within the next twelve months.

As of March 31, 2008September 30 and June 30, 2007, we2008, our special purpose finance subsidiaries had purchased interest rate cap agreements with underlying notional amounts of $3,088.7$3,226.6 million and $4,323.7$3,173.3 million, respectively. As of September 30 and June 30, 2008, we had sold interest rate cap agreements with underlying notional amounts of $3,087.6 million and $3,034.3 million, respectively. The fair value of our interest rate cap agreements purchased by our special purpose finance subsidiaries of $8.6$36.6 million and $13.4$36.5 million as of March 31, 2008September 30 and June 30, 2007,2008, respectively, are included in other assets on the consolidated balance sheets. The fair value of our interest rate cap agreements sold by us of $8.6$36.5 million and $13.4$36.4 million as of March 31, 2008September 30 and June 30, 2007,2008, 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 March 31, 2008September 30 and June 30, 2007,2008, these restricted cash accounts totaled $26.8$36.4 million and $10.2$52.8 million, respectively, and are included in other assets on the consolidated balance sheets.

As described in Note 5 - “Credit Facilities”, Lehman filed for bankruptcy protection on September 15, 2008. At September 30, 2008, Lehman was the counterparty on interest rate swaps with notional amounts of $1,089.7 million and fair value of $25.9 million recorded in other liabilities on the consolidated balance sheet. We have ceased hedge accounting for these swaps and are currently seeking a replacement counterparty.

NOTE 9 – FAIR VALUES OF ASSETS AND LIABILITIES

Effective July 1, 2008, we adopted Statement of Financial Accounting Standards No. 157,Fair Value Measurements (“SFAS 157”), which provides a framework for measuring fair value under GAAP. SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. SFAS 157 also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels.

There are three general valuation techniques that may be used to measure fair value, as described below:

Assets and liabilities itemized below were measured at fair value during the period using the market and income approaches (in thousands):

The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during fiscal 2009 (in thousands):

Financial instruments are considered Level 3 when their values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation. A brief description of the valuation techniques used for our Level 3 assets and liabilities is provided below.

Other Assets

We had an investment of $115.8 million in the Reserve Fund, a money market fund which has suspended redemptions and is in the process of liquidating the portfolio of investments. In mid-September, the net asset value of the Reserve Fund decreased below $1 per share as a result of the trustees of the Reserve Fund valuing their investments in LBHI debt

securities held by the Reserve Fund at zero. Because redemptions of the fund have been suspended and our investment is not readily convertible to cash, we reclassified this investment on our balance sheet from cash and cash equivalents to other assets. We recognized an other than temporary impairment of $3.5 million, at September 30, 2008, by valuing the asset at the estimated net asset value of $0.97 per share as published by the Reserve Fund. As each security in the portfolio matures or additional liquidity becomes available within the fund, the Reserve Fund has indicated that interim distributions will be made to the investors in the fund on a pro rata basis. Changes in market conditions could result in further adjustments to the fair value of this investment. Subsequent to September 30, 2008, we received $58.8 million as a partial distribution from the Reserve Fund.

Derivatives

Our derivatives are not exchange traded but instead traded in over-the-counter markets where quoted market prices are not readily available. The fair value of derivatives is derived using models that use primarily market observable inputs, such as interest rate yield curves and credit curves. Any derivative fair value measurements using significant assumptions that are unobservable are classified as Level 3, which include interest rate swaps whose remaining terms extend beyond market observable interest rate yield curves. The impacts of the derivative liabilities for our and the counterparties’ non-performance risk to the derivative trades is considered when measuring the fair value of derivative liabilities.

NOTE 710 – 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 $835.3 and $950.0 million as of March 31, 2008September 30 and June 30, 2007.2008, respectively. See guarantor consolidating financial statements in Note 13.16 – “Guarantor Consolidating Financial Statements”.

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 811 – WARRANTS

In connection with the closing of the forward purchase agreement with Deutsche (See Note 3 – “Securitizations”), we issued a warrant to an affiliate of Deutsche under which it may purchase up to 7.5 million shares of our common stock. The warrant may be exercised on or before April 15, 2015 at an exercise price of $12.01 per share. The total value of the warrant, $48.9 million, is being amortized to interest expense and additional paid in capital over the term of the forward purchase agreement. As of September 30, 2008, there was $26.5 million of unamortized cost.

In connection with the closing of the Wachovia funding facilities (See Note 3 – “Securitizations”), we issued a warrant to Wachovia under which they may purchase up to 1.0 million shares of common stock. The warrant may be exercised on or before September 24, 2015 at an exercise price of $13.55 per share. The total value of the warrant, $8.3 million, is being amortized to interest expense and additional paid in capital over the term of the Wachovia funding facilities. As of September 30, 2008, there was $8.2 million of unamortized cost.

NOTE 12 – 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,had unrecognized tax benefits were $42.3 million.of $76.8 million and $57.7 million at September 30 and June 30, 2008, respectively. The increase is due primarily to an $18.8 million change attributable to current year activity in temporary items. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate was $17.7is $21.9 million and $21.7 million at September 30 and June 30, 2008, respectively, which includes the federal benefit of state taxes. As of March 31, 2008, the amount of gross unrecognized tax benefits and the amount that would affect the effective income tax rate in future periods is $52.1 million and $20.2 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, 2007,2008, accrued interest and penalties associated with uncertain tax positions were $5.6was $9.5 million and $6.9$7.4 million, respectively. ForDuring the ninethree months ended March 31,September 30, 2008, we hadaccrued an increase of $0.6additional $1.0 million in accrued potential interest associated with uncertain tax positions. For the nine months ended March 31, 2008, we had an increase of $0.4and $0.7 million in accrued potential penalties associated with uncertain tax positions.

At September 30, 2008, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by $0.2 million to $10.5 million in the next twelve months due to ongoing activities with various taxing jurisdictions that we expect may give rise to settlements or the expiration of statutes of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

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 2005 remain subject to examination by theThe Internal Revenue Service (“IRS”). The IRS completed its examination of our fiscal years 2004 and 2005 consolidated federal income tax returns in the second quarter of fiscal year 2007.2008. The returns for those years will beare subject to an appeals proceeding, which we anticipate will be concluded by the end of fiscal year 2009. We expect the outcome of the appeals proceeding will not result in a material change to our financial position or results of operations. Our U.S. federal income tax returns prior to fiscal year 2004 are closed. Foreign and U.S. state jurisdictions have statutes of limitations that generally range from 3three to 5five years. Our tax returns are currently under examination in various U.S. state and foreign jurisdictions.

Our effective income tax rate was 37.6%503.2% and 19.9%28.4% for the three months ended March 31,September 30, 2008 and 2007, respectively. The rate for the three months ended March 31,September 30, 2008, is primarily a result of the relationship between increases in interest and penalties associated with prior year tax positions discussed above and income before income taxes. The rate for the three months ended September 30, 2007, reflectsreflected a favorable resolutionrevised estimate of prior contingent liabilities.

Our effectivedeferred tax assets and liabilities relating to state income tax rate was 31.7%rates and 31.3% for the nine months ended March 31, 2008 and 2007, respectively.exercise of warrants issued in September 2002.

NOTE 913 – RESTRUCTURING CHARGES

We recognized restructuring charges of $9.1 million during the three months ended March 31, 2008, which included $8.7 million in personnel related costs and $0.4 million of contract termination costs related to reorganizing our originations structure.

As of March 31, 2008,Since 2003, total costs incurred to date related to our restructuring activities include $31.0$40.2 million in personnel-related costs and $69.8$72.4 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 ninethree months ended March 31,September 30, 2008, is as follows (in thousands):

NOTE 1014 – 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):

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

Diluted loss per share has been computed by dividing net loss by the diluted weighted average shares, assuming no incremental shares because all potentially dilutive common stock equivalents are anti-dilutive.Diluted earnings per share havehas 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 diluted 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 onceupon our stock price increasing above the average market price of the common shares exceeds therelevant conversion price. The average common stock market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 3.0 million and 2.81.7 million shares of common stock for the three and nine months ended March 31, 2008 respectively, and 0.7 million shares of common stock for the three and nine months ended March 31,at September 30, 2007, 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 three and nine months ended March 31, 2008 andSeptember 30, 2007, were not included in the computation of diluted earnings

per share because the exercise price wasprices were 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.shares for the three months ended September 30, 2007.

NOTE 1115 – SUPPLEMENTAL CASH FLOW INFORMATION

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

NOTE 12 – SUBSEQUENT EVENTS

We entered into a forward purchase agreement with Deutsche whereby they will purchase, at specified spread levels that we consider to generally represent primary issuance market pricing, up to $2 billion of triple-A rated AMCAR securitization notes that we issue over a twelve month period. In exchange for this commitment, we paid $20 million in upfront commitment fees and granted Deutsche a warrant to purchase 7.5 million shares of common stock with an exercise price of $12.01 per share.

NOTE 1316 – 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

March 31,September 30, 2008

(Unaudited, in Thousands)