General Motors Financial (ACF) 10-Q 2007 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 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 were117,917,932 shares of common stock, $0.01 par value outstanding as of April 30, 2007.

AMERICREDIT CORP.

INDEX TO FORM 10-Q

		Page
Part I. FINANCIAL INFORMATION
Item 1.	CONDENSED FINANCIAL STATEMENTS	3
	Consolidated Balance Sheets – March 31, 2007 and June 30, 2006	3
	Consolidated Statements of Income and Comprehensive Income – Three and Nine Months Ended March 31, 2007 and 2006	4
	Consolidated Statements of Cash Flows – Nine Months Ended March 31, 2007 and 2006	5
	Notes to Consolidated Financial Statements	6
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	63
Item 4.	CONTROLS AND PROCEDURES	63
Part II. OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	64
Item 1A.	RISK FACTORS	65
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	65
Item 3.	DEFAULTS UPON SENIOR SECURITIES	65
Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	65
Item 5.	OTHER INFORMATION	65
Item 6.	EXHIBITS	66
SIGNATURE		67

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Part I. FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

	March 31, 2007			June 30, 2006
ASSETS
Cash and cash equivalents	$	615,395		$	513,240
Finance receivables, net		14,367,447			11,097,008
Restricted cash – securitization notes payable		1,144,173			860,935
Restricted cash – credit facilities		194,693			140,042
Credit enhancement assets		5,977			104,624
Property and equipment, net		63,393			57,225
Deferred income taxes		153,521			78,789
Goodwill		200,497			14,435
Other assets		139,815			201,567
Total assets	$	16,884,911		$	13,067,865
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities	$	3,004,774		$	2,106,282
Securitization notes payable		10,883,909			8,518,849
Convertible senior notes		750,000			200,000
Funding payable		93,170			54,623
Accrued taxes and expenses		188,984			155,799
Other liabilities		14,404			23,426
Total liabilities		14,935,241			11,058,979
Commitments and contingencies (Note 11)
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; 119,782,596 and 169,459,291 shares issued		1,198			1,695
Additional paid-in capital		47,728			1,217,445
Accumulated other comprehensive income		29,497			74,282
Retained earnings		1,913,211			1,639,817
		1,991,634			2,933,239
Treasury stock, at cost (1,880,797 and 42,126,843 shares)		(41,964	)		(924,353	)
Total shareholders’ equity		1,949,670			2,008,886
Total liabilities and shareholders’ equity	$	16,884,911		$	13,067,865

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

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AMERICREDIT CORP.

Consolidated Statements of Income and Comprehensive Income

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2007			2006			2007			2006
Revenue
Finance charge income	$	564,104		$	414,440		$	1,550,678		$	1,182,251
Servicing income		571			15,006			9,009			61,792
Other income		34,797			25,658			102,846			70,605
Gain on sale of equity investment		15,801						51,997			8,847
		615,273			455,104			1,714,530			1,323,495
Costs and expenses
Operating expenses		109,446			89,686			291,829			251,470
Provision for loan losses		189,028			118,769			537,733			410,494
Interest expense		186,610			107,106			485,941			298,556
Restructuring charges, net		757			1,874			1,143			2,126
		485,841			317,435			1,316,646			962,646
Income before income taxes		129,432			137,669			397,884			360,849
Income tax provision		25,700			50,937			124,490			133,510
Net income		103,732			86,732			273,394			227,339
Other comprehensive (loss) income
Unrealized (losses) gains on credit enhancement assets		(275	)		2,969			(3,056	)		(5,111	)
Unrealized (losses) gains on cash flow hedges		(4,597	)		584			(13,825	)		9,628
(Decrease) increase in fair value of equity investment		(1,634	)		873			4,497			54,232
Reclassification of gain on sale of equity investment into earnings		(15,801	)					(51,997	)		(8,847	)
Foreign currency translation adjustment		955			(547	)		(3,310	)		4,428
Income tax benefit (provision)		7,469			(1,644	)		22,906			(18,417	)
Other comprehensive (loss) income		(13,883	)		2,235			(44,785	)		35,913
Comprehensive income	$	89,849		$	88,967		$	228,609		$	263,252
Earnings per share
Basic	$	0.88		$	0.67		$	2.29		$	1.68
Diluted	$	0.80		$	0.60		$	2.06		$	1.53
Weighted average shares
Basic		117,540,639			129,629,967			119,539,921			135,397,387
Diluted		131,166,057			144,954,396			133,693,242			150,332,001

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

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AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

	Nine Months Ended March 31,
	2007			2006
Cash flows from operating activities
Net income	$	273,394		$	227,339
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		24,025			27,635
Accretion and amortization of loan fees		(17,266	)		(12,535	)
Provision for loan losses		537,733			410,494
Deferred income taxes		(22,186	)		(22,112	)
Accretion of present value discount		(6,394	)		(30,687	)
Stock-based compensation expense		14,375			12,690
Gain on sale of available for sale securities		(51,997	)		(8,847	)
Other		3,719			314
Changes in assets and liabilities:
Other assets		27,174			83,295
Accrued taxes and expenses		4,485			28,462
Net cash provided by operating activities		787,062			716,048
Cash flows from investing activities
Purchases of receivables		(6,283,184	)		(5,093,811	)
Principal collections and recoveries on receivables		4,252,500			3,109,116
Distributions from gain on sale Trusts		92,957			346,136
Purchases of property and equipment		(12,737	)		(4,253	)
Sale of property					34,807
Proceeds from sale of equity investment		62,961			11,992
Acquisition of Long Beach, net of cash acquired		(257,813	)
Change in restricted cash – securitization notes payable		(162,773	)		(168,884	)
Change in restricted cash – credit facilities		(51,387	)		353,445
Change in other assets		4,876			3,273
Net cash used by investing activities		(2,354,600	)		(1,408,179	)
Cash flows from financing activities
Net change in credit facilities		695,970			444,160
Issuance of securitization notes payable		4,248,304			3,445,000
Payments on securitization notes payable		(3,476,673	)		(2,745,016	)
Retirement of senior notes					(13,200	)
Issuance of convertible senior notes		550,000
Debt issuance costs		(28,469	)		(11,889	)
Proceeds from sale of warrants		93,086
Purchase of call option on common stock		(145,710	)
Repurchase of common stock		(323,964	)		(422,046	)
Net proceeds from issuance of common stock		47,864			24,148
Other net changes		13,198			6,365
Net cash provided by financing activities		1,673,606			727,522
Net increase in cash and cash equivalents		106,068			35,391
Effect of Canadian exchange rate changes on cash and cash equivalents		(3,913	)		1,908
Cash and cash equivalents at beginning of period		513,240			663,501
Cash and cash equivalents at end of period	$	615,395		$	700,800

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

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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, 2007 and June 30, 2006, and for the three and nine months ended March 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. 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, 2006.

Stock-based Compensation

The fair value of stock-based compensation granted or modified during the nine months ended March 31, 2007 and 2006, was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Nine Months Ended March 31,
	2007		2006
Expected dividends	0		0
Expected volatility	32.6	%	38.4	%
Risk-free interest rate	4.9	%	4.3	%
Expected life	1.2 years		3.1 years

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Current Accounting Pronouncements

Statement of Financial Accounting Standards No. 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. SFAS 157 requires companies to disclose the fair value of its financial instruments according to a fair value hierarchy. Additionally, companies are required to provide certain disclosures regarding instruments within the hierarchy, including a reconciliation of the beginning and ending balances for each major category of assets and liabilities. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for our fiscal year ending June 30, 2009. Management is currently evaluating the impact of the statement; however it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

Statement of Financial Accounting Standards No. 159

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), which provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. SFAS 159 also amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” by providing the option to record unrealized gains and losses on held-for-sale and held-to-maturity securities currently. SFAS 159 is effective for our fiscal year ending June 30, 2009. Management is currently evaluating the impact of the statement; however it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

NOTE 2 – ACQUISITION

On January 1, 2007, we acquired the stock of Long Beach Acceptance Corporation (“LBAC”), the auto finance subsidiary of ACC Capital Holdings. The total consideration in the all-cash transaction, including transaction costs, was approximately $287.7 million. The fair value of the net assets acquired was approximately $96.1 million, which resulted in goodwill of approximately $191.6 million. LBAC serves auto dealers in 34 states offering auto finance products primarily to consumers with near prime credit scores.

The results of operations of LBAC subsequent to the acquisition are included in our consolidated statements of income and comprehensive income. The following unaudited proforma financial information presents a summary of consolidated results of operations of our company as if the acquisition had occurred at the beginning of the periods presented (dollars in thousands except for per share data):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2007		2006		2007		2006
Revenue	$	615,273	$	490,092	$	1,803,423	$	1,423,208
Net income		103,732		88,601		273,591		229,104
Net income per share, basic		0.88		0.68		2.29		1.69
Net income per share, diluted		0.80		0.62		2.06		1.54

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These unaudited proforma results have been prepared for comparative purposes only. These results may not be indicative of the results of operations that actually would have resulted had this acquisition occurred at the beginning of the periods presented.

NOTE 3 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

	March 31, 2007			June 30, 2006
Finance receivables unsecuritized, net of fees	$	3,519,524		$	2,415,000
Finance receivables securitized, net of fees		11,604,383			9,360,665
Less nonaccretable acquisition fees		(141,474	)		(203,128	)
Less allowance for loan losses		(614,986	)		(475,529	)
	$	14,367,447		$	11,097,008

Finance receivables securitized represent receivables transferred to our special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $3,252.1 million and $2,227.3 million pledged under our credit facilities as of March 31, 2007 and June 30, 2006, 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 $505.1 million and $574.8 million of delinquent finance receivables as of March 31, 2007 and June 30, 2006, 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 to finance charge income using the effective interest rate method. We record 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,

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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 March 31,						Nine Months Ended March 31,
	2007			2006			2007			2006
Balance at beginning of period	$	178,405		$	204,901		$	203,128		$	199,810
Repurchase of receivables					6,800			9,195			20,410
Net charge-offs		(36,931	)		(7,157	)		(70,849	)		(15,676	)
Balance at end of period	$	141,474		$	204,544		$	141,474		$	204,544

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2007			2006			2007			2006
Balance at beginning of period	$	513,135		$	404,136		$	475,529		$	341,408
Acquisition of Long Beach		41,009						41,009
Provision for loan losses		189,028			118,769			537,733			410,494
Net charge-offs		(128,186	)		(114,962	)		(439,285	)		(343,959	)
Balance at end of period	$	614,986		$	407,943		$	614,986		$	407,943

NOTE 4 – 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 March 31,				Nine Months Ended March 31,
	2007		2006		2007		2006
Receivables securitized	$	1,919,503	$	1,000,002	$	4,895,244	$	3,702,707
Net proceeds from securitization		1,698,304		945,000		4,248,304		3,445,000
Servicing fees:
Sold		132		6,977		2,615		31,562
Secured financing (a)		74,970		56,505		200,331		161,392
Distributions:
Sold		248		92,463		92,957		346,136
Secured financing		182,260		147,399		597,897		443,573

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

As of March 31, 2007 and June 30, 2006, we were servicing $11,642.1 million and $9,795.1 million, respectively, of finance receivables that have been sold or transferred in securitization transactions.

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NOTE 5 – CREDIT ENHANCEMENT ASSETS

Credit enhancement assets represent the present value of our retained interests in securitizations accounted for as sales. Credit enhancement assets consist of the following (in thousands):

	March 31, 2007 (a)		June 30, 2006
Interest-only receivables from Trusts	$	325	$	3,645
Investments in Trust receivables				41,018
Restricted cash – gain on sale Trusts		5,652		59,961
	$	5,977	$	104,624

(a) We had one acquired gain on sale Trust remaining at March 31, 2007.

A summary of activity in the credit enhancement assets is as follows (in thousands):

	Three Months Ended March 31,						Nine Months Ended March 31,
	2007			2006			2007			2006
Balance at beginning of period	$	6,061		$	291,148		$	104,624		$	541,790
Distributions from Trusts		(248	)		(92,463	)		(92,957	)		(346,136	)
Receivables repurchased under clean-up call options					(5,672	)		(8,155	)		(16,960	)
Accretion of present value discount		297			6,595			2,222			25,181
Other-than-temporary impairment											(457	)
Change in unrealized gain		(133	)		3,600			243			(448	)
Foreign currency translation adjustment											238
Balance at end of period	$	5,977		$	203,208		$	5,977		$	203,208

Significant assumptions used in measuring the estimated fair value of credit enhancement assets related to the gain on sale Trusts at the balance sheet dates are as follows:

	March 31, 2007	June 30, 2006
Cumulative credit losses	2.2% (a)	12.5% - 14.3% (b)
Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0%	14.0%
Investments in Trust receivables	n/a	9.8%
Restricted cash	9.8%	9.8%

(a) We had one acquired gain on sale Trust remaining at March 31, 2007.

(b) Excludes cumulative credit loss assumption of 2.3% related to the acquired gain on sale Trust at June 30, 2006.

We have not presented the expected weighted average life and prepayment assumptions used in measuring the fair value of credit enhancement assets due to the stability of these two attributes over time. The majority of our prepayment experience relates to defaults that are considered in the

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cumulative credit loss assumption. Our voluntary prepayment experience on our gain on sale receivables portfolio typically has not fluctuated significantly with changes in market interest rates or other economic or market factors. The weighted average life of the pools of loans are driven more by the default assumption than the voluntary prepayment rate assumption and therefore the weighted average life is not meaningful.

NOTE 6 – EQUITY INVESTMENT

We held an equity investment in DealerTrack Holdings, Inc. (“DealerTrack”), a leading provider of on-demand software and data solutions that utilizes the internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. We owned 2,644,242 shares of DealerTrack with a market value of $22.11 per share at June 30, 2006. This equity investment was classified as available for sale, and changes in its market value were reflected in other comprehensive income. At June 30, 2006, the investment was included in other assets on the consolidated balance sheets and was valued at $58.5 million. Included in accumulated other comprehensive income on the consolidated balance sheets was $47.5 million in unrealized gains related to our investment in DealerTrack at June 30, 2006.

In October 2006, DealerTrack completed a secondary public offering of its common stock. As part of the offering, we sold 1,954,361 shares for net proceeds of $22.67 per share, resulting in a $36.2 million gain.

In January 2007, we sold our remaining investment in DealerTrack, consisting of 689,881 shares, for net proceeds of $27.05 per share, resulting in a $15.8 million gain.

NOTE 7 – CREDIT FACILITIES

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

	March 31, 2007		June 30, 2006
Commercial paper facility	$	842,103	$	358,800
Medium term note facility		750,000		650,000
Repurchase facility		458,812		482,628
Near prime facility		252,885		293,394
Bay View credit facility		591,976		133,180
Bay View receivables funding facility				188,280
Long Beach credit facility		108,998
	$	3,004,774	$	2,106,282

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

Maturity	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (d)
Commercial paper facility:
October 2009 (a)	$	2,500,000	$	842,103	$	969,744	$	9,609
Medium term note facility:
October 2009 (a)(b)		750,000		750,000		795,506		29,221
Repurchase facility:
August 2007 (a)		500,000		458,812		506,922		27,835
Near prime facility:
July 2007 (a)		400,000		252,885		257,822		2,630
Bay View credit facility:
September 2007 (a)(c)		650,000		591,976		601,463		7,457
Long Beach credit facility:
September 2007 (a)		600,000		108,998		120,661
	$	5,400,000	$	3,004,774	$	3,252,118	$	76,752

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(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) In December 2006 and April 2007, we amended the agreement to increase the facility limit to $650.0 million and $750.0 million, respectively, through June 2007. After June 2007, the facility limit will be reduced to $450.0 million with a final maturity of September 2007.

(d) These amounts do not include cash collected on finance receivables pledged of $117.9 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. The Long Beach credit facility is a revolving agreement with a bank under which we may borrow up to $600.0 million subject to a defined borrowing base.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain of 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 March 31, 2007, we were in compliance with all covenants in our credit facilities.

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Debt issuance costs are being amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $6.7 million and $5.8 million as of March 31, 2007 and June 30, 2006, respectively, are included in other assets on the consolidated balance sheets.

NOTE 8 – 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 to interest expense over the expected term of the securitizations; accordingly, unamortized costs of $20.1 million and $21.4 million as of March 31, 2007 and June 30, 2006, respectively, are included in other assets on the consolidated balance sheets.

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

Transaction	Maturity Date (d)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged		Note Balance
2003-B-X	January 2010	$	825,000	2.3	%	$	93,473	$	85,998
2003-C-F	May 2010		915,000	2.8	%		106,143		92,828
2003-D-M	August 2010		1,200,000	2.3	%		193,583		174,128
2004-A-F	February 2011		750,000	2.3	%		136,554		121,222
2004-B-M	March 2011		900,000	2.2	%		191,655		170,995
2004-1	July 2010		575,000	3.7	%		168,324		123,358
2004-C-A	May 2011		800,000	3.2	%		251,775		224,707
2004-D-F	July 2011		750,000	3.1	%		259,264		235,261
2005-A-X	October 2011		900,000	3.7	%		348,056		314,337
2005-1	May 2011		750,000	4.5	%		317,041		240,024
2005-B-M	May 2012		1,350,000	4.1	%		652,133		583,892
2005-C-F	June 2012		1,100,000	4.5	%		603,437		549,826
2005-D-A	November 2012		1,400,000	4.9	%		861,876		794,316
2006-1	May 2013		945,000	5.3	%		635,895		575,103
2006-RM	January 2014		1,200,000	5.4	%		1,238,016		1,199,865
2006-A-F	September 2013		1,350,000	5.6	%		1,141,990		1,047,505
2006-B-G	September 2013		1,200,000	5.2	%		1,114,640		1,035,513
2007-A-X	October 2013		1,200,000	5.2	%		1,219,959		1,145,670
BV2005-LJ-1 (a)	May 2012		232,100	5.1	%		94,355		96,905
BV2005-LJ-2 (a)	February 2014		185,596	4.6	%		87,300		90,205
BV2005-3 (a)	June 2014		220,107	5.1	%		126,392		131,110
LB2003-B (a)	February 2010		250,000	1.8	%		26,369		26,419
LB2003-C (a)	April 2010		250,000	2.6	%		38,374		38,593
LB2004-A (a)	July 2010		300,000	2.3	%		57,850		59,213
LB2004-B (a)	April 2011		250,000	3.5	%		61,676		62,641
LB2004-C (a)	July 2011		350,000	3.5	%		117,236		113,449
LB2005-A (a)	April 2012		350,000	4.1	%		149,557		142,790
LB2005-B (a)	June 2012		350,000	4.4	%		184,383		176,169
LB2006-A (a)	May 2013		450,000	5.4	%		308,832		321,607
LB2006-B (a)	September 2013		500,000	5.2	%		415,021		411,956
LB2007-A (b)(c)	January 2014		498,304	5.0	%		403,224		498,304
		$	22,296,107			$	11,604,383	$	10,883,909

(a) Transactions relate to securitization Trusts acquired by us.

(b) Note amounts include $12.3 million of Class C notes issued as a form of credit enhancement.

(c) The proceeds from the prefunded portion were held in an escrow account until additional receivables of $78.9 million were delivered to the Trust in April 2007.

(d) 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

14

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.

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

Agreements with our financial guaranty insurance providers contain additional specified targeted portfolio performance ratios. 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 our financial guaranty insurance providers to terminate our servicing rights to the receivables sold to that Trust.

NOTE 9 – CONVERTIBLE SENIOR NOTES

Convertible senior notes as of March 31, 2007, consist of the following (dollars in thousands):

Issue Date	Interest Rate		Maturity Date	Note Balance
November 2003	1.75	%	November 2023	$	200,000
September 2006	0.75	%	September 2011		275,000
September 2006	2.125	%	September 2013		275,000
				$	750,000

Debt issuance costs relating to convertible senior notes are being amortized to interest expense over the expected term of the notes; unamortized costs of $13.7 million and $2.5 million are included in other assets on the consolidated balance sheets as of March 31, 2007 and June 30, 2006, respectively.

In September 2006, we issued $550.0 million of convertible senior notes at par in a private offering to qualified institutional buyers under Rule 144A under the Securities Act of 1933, of which $275.0 million are due in 2011 bearing interest at a rate of 0.75% per annum and $275.0 million are due in 2013 bearing interest at a rate of 2.125% per annum. Interest on the notes is payable semiannually. Subject to certain conditions, the notes, which are uncollateralized, may be converted prior to maturity into shares of our common stock at an initial conversion price of $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. Upon conversion, the conversion value will be paid in: 1) cash equal to the principal amount of the

15

notes and 2) to the extent the conversion value exceeds the principal amount of the notes, shares of our common stock. The notes are convertible only in the following circumstances: 1) if the closing sale price of our common stock exceeds 130% of the conversion price during specified periods set forth in the indentures under which the notes were issued, 2) if the average trading price per $1,000 principal amount of the notes is less than or equal to 98% of the average conversion value of the notes during specified periods set forth in the indentures under which the notes were issued or 3) upon the occurrence of specific corporate transactions set forth in the indentures under which the notes were issued. In connection with the issuance of the notes, we filed a shelf registration statement relating to the resale of the notes, the subsidiary guarantees and the shares of common stock into which the notes are convertible. If the registration statement ceases to remain effective, we will be required to pay additional interest to the noteholders during the time that the registration statement is not effective at a rate of 0.5% per annum through September 2008.

In connection with the issuance of these convertible senior notes, we used net proceeds of $246.8 million to purchase 10,109,500 shares of our common stock.

In conjunction with the issuance of the convertible senior notes, we purchased call options that entitle us to purchase shares of our common stock in an amount equal to the number of shares issued upon conversion of the notes at $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. These call options are expected to allow us to offset the dilution of our shares if the conversion feature of the convertible senior notes is exercised.

We also sold warrants to purchase 9,796,408 shares of our common stock at $35 per share and 9,012,713 shares of our common stock at $40 per share for the notes due in 2011 and 2013, respectively. In no event are we required to deliver a number of shares in connection with the exercise of these warrants in excess of twice the aggregate number of shares initially issuable upon the exercise of the warrants.

We have analyzed the conversion feature, call option and warrant transactions under Emerging Issues Task Force Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled In a Company’s Own Stock,” and determined they meet the criteria for classification as equity transactions. As a result, both the cost of the call options and the proceeds of the warrants are reflected in additional paid-in capital on our consolidated balance sheets, and we will not recognize subsequent changes in their fair value.

NOTE 10 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of March 31, 2007, we had interest rate swap agreements associated with our securitization Trusts and our medium term note facility with underlying notional amounts of $1,443.0 million. As of June 30, 2006, we had interest rate swap agreements associated with our securitization Trusts, our medium term

16

note facility and a portion of our Bay View Acceptance Corp. portfolio with underlying notional amounts of $1,293.8 million. The fair value of our interest rate swap agreements of $2.4 million and $18.7 million as of March 31, 2007 and June 30, 2006, respectively, are included in other assets on the consolidated balance sheets. Interest rate swap agreements designated as hedges had unrealized gains of $1.4 million and $15.2 million included in accumulated other comprehensive income as of March 31, 2007 and June 30, 2006, respectively. The ineffectiveness related to the interest rate swap agreements designated as hedges was not material for the three and nine months ended March 31, 2007 and 2006. We estimate approximately $1.4 million of unrealized gains included in other comprehensive income will be reclassified into earnings within the next twelve months.

As of March 31, 2007 and June 30, 2006, we had interest rate cap agreements with underlying notional amounts of $5,683.5 million and $3,733.3 million, respectively. The fair value of our interest rate cap agreements purchased by our special purpose finance subsidiaries of $9.3 million and $15.4 million as of March 31, 2007 and June 30, 2006, respectively, are included in other assets on the consolidated balance sheets. The fair value of our interest rate cap agreements sold by us of $9.2 million and $14.8 million as of March 31, 2007 and June 30, 2006, respectively, are included in other liabilities on the consolidated balance sheets. The interest rate cap agreements have not been designated as hedges for accounting purposes.

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, 2007 and June 30, 2006, these restricted cash accounts totaled $8.8 million and $13.2 million, respectively, and are included in other assets on the consolidated balance sheets.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Guarantees of Indebtedness

The payments of principal and interest on our convertible senior notes are guaranteed by certain of our subsidiaries. The carrying value of the convertible senior notes was $750.0 million and $200.0 million as of March 31, 2007 and June 30, 2006, respectively. See guarantor consolidating financial statements in Note 17.

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

17

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.

On February 27, 2003, we were served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. A second shareholder derivative action was filed in the District Court of Tarrant County, Texas 48^th Judicial District, on August 19, 2003, entitled David Harris, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. Both of these shareholder derivative actions allege, among other complaints, that certain of our officers and directors breached their respective fiduciary duties by causing us to make improper deferments, violate federal and state securities laws and issue misleading financial statements. The substantive allegations include, among other things, that deferments were improperly granted by us to avoid delinquency triggers in securitization transactions and enhance cash flows and to incorrectly report charge-offs and delinquency percentages, thereby causing us to misrepresent our financial performance. A special litigation committee (“SLC”) of the Board of Directors was created to investigate the claims in the derivative actions. In September 2005, the SLC completed its investigation of the claims made by the derivative plaintiffs in Rosenthal and Harris and rendered its decision that continuation of the derivative proceeding is not in our best interests. Accordingly, we filed a Motion to Dismiss each derivative complaint. On August 21, 2006, the federal court entered an Order dismissing the Rosenthal case, with prejudice. The judgment of dismissal is now final. On January 3, 2007, the state court orally granted our motion to dismiss the Harris case, and entered a written order dismissing the Harris case on February 26, 2007. The plaintiff in Harris did not appeal the order of dismissal and the matter is now final.

NOTE 12 – COMMON STOCK

On September 12, 2006, we announced the approval of another stock repurchase plan by our Board of Directors. The stock repurchase plan authorizes 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.

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The following summarizes share repurchase activity:

	Three Months Ended March 31,		Nine Months Ended March 31,
	2006		2007		2006
Number of shares		898,500		13,462,430		17,354,274
Average price per share	$	25.73	$	24.06	$	24.32

As of April 30, 2007, we had repurchased $1,246.8 million of our common stock since April 2004 and we had remaining authorization to repurchase $300.0 million of our common stock.

In January 2007, 53.6 million treasury shares were cancelled and were restored to the status of authorized but unissued shares.

NOTE 13 – RESTRUCTURING CHARGES

As of March 31, 2007, total costs incurred to date related to our restructuring activities include $22.3 million in personnel-related costs and $71.2 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 nine months ended March 31, 2007, is as follows (in thousands):

	Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total
Balance at June 30, 2006	$	1,066		$	11,673		$	2,577		$	15,316
Cash settlements		(944	)		(3,237	)					(4,181	)
Non-cash settlements					(94	)		(708	)		(802	)
Adjustments					1,027			116			1,143
Balance at March 31, 2007	$	122		$	9,369		$	1,985		$	11,476

NOTE 14 – INCOME TAXES

As a result of the favorable resolution of prior contingent liabilities, we recorded a net reduction to the tax contingency balance of $21.0 million for the three months ended March 31, 2007.

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NOTE 15 – 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 March 31,				Nine Months Ended March 31,
	2007		2006		2007		2006
Net income	$	103,732	$	86,732	$	273,394	$	227,339
Interest expense related to convertible senior notes, net of related tax effects		915		718		2,352		2,155
Adjusted net income	$	104,647	$	87,450	$	275,746	$	229,494
Weighted average shares
Basic		117,540,639		129,629,967		119,539,921		135,397,387
Incremental shares resulting from assumed conversions:
Stock-based compensation		2,133,123		3,494,321		2,662,957		3,318,890
Warrants		787,090		1,124,903		785,159		910,519
Convertible senior notes		10,705,205		10,705,205		10,705,205		10,705,205
		13,625,418		15,324,429		14,153,321		14,934,614
Diluted		131,166,057		144,954,396		133,693,242		150,332,001
Earnings per share:
Basic	$	0.88	$	0.67	$	2.29	$	1.68
Diluted	$	0.80	$	0.60	$	2.06	$	1.53

Basic earnings per share have been computed by dividing net income by basic weighted average 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 diluted weighted average 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 shares related to our convertible senior notes issued in September 2006 upon our stock price increasing above the relevant initial conversion price. The average common stock market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 0.7 million shares of common stock at March 31, 2007 and 2006, 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, 2007, and 10.8 million shares and 11.1 million shares for the three and nine months ended March 31, 2006, respectively, 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.

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

NOTE 16 – SUPPLEMENTAL CASH FLOW INFORMATION

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

	Nine Months Ended March 31,
		2007		2006
Interest costs (none capitalized)		$	481,962	$	279,273
Income taxes			121,319		132,250

NOTE 17 – GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

The payments of principal and interest on our 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 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.

21

AmeriCredit Corp.

Consolidating Balance Sheet

March 31, 2007

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	601,311		$	14,084				$	615,395
Finance receivables, net					301,283			14,066,164					14,367,447
Restricted cash - securitization notes payable								1,144,173					1,144,173
Restricted cash - credit facilities								194,693					194,693
Credit enhancement assets								5,977					5,977
Property and equipment, net	$	6,277			52,764			4,352					63,393
Deferred income taxes		116,981			(75,301	)		111,841					153,521
Goodwill					200,497								200,497
Other assets		13,716			58,076			68,023					139,815
Due from affiliates		659,198						2,159,148	$	(2,818,346	)
Investment in affiliates		1,976,242			3,927,126			542,972		(6,446,340	)
Total assets	$	2,772,414		$	5,065,756		$	18,311,427	$	(9,264,686	)	$	16,884,911
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities							$	3,004,774				$	3,004,774
Securitization notes payable								10,883,909					10,883,909
Convertible senior notes	$	750,000											750,000
Funding payable				$	92,555			615					93,170
Accrued taxes and expenses		71,687			47,065			70,232					188,984
Other liabilities		1,057			13,347								14,404
Due to affiliates					2,818,364				$	(2,818,364	)
Total liabilities		822,744			2,971,331			13,959,530		(2,818,364	)		14,935,241
Shareholders’ equity:
Common stock		1,198			75,355			30,627		(105,982	)		1,198
Additional paid-in capital		47,728			75,791			2,026,504		(2,102,295	)		47,728
Accumulated other comprehensive income		29,497			13,408			30,858		(44,266	)		29,497
Retained earnings		1,913,211			1,929,871			2,263,908		(4,193,779	)		1,913,211
		1,991,634			2,094,425			4,351,897		(6,446,322	)		1,991,634
Treasury stock		(41,964	)										(41,964	)
Total shareholders’ equity		1,949,670			2,094,425			4,351,897		(6,446,322	)		1,949,670
Total liabilities and shareholders’ equity	$	2,772,414		$	5,065,756		$	18,311,427	$	(9,264,686	)	$	16,884,911

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AmeriCredit Corp.

Consolidating Balance Sheet

June 30, 2006

(in thousands)

	AmeriCredit Corp.			Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	513,240						$	513,240
Finance receivables, net					107,370	$	10,989,638					11,097,008
Restricted cash - securitization notes payable							860,935					860,935
Restricted cash - credit facilities							140,042					140,042
Credit enhancement assets							104,624					104,624
Property and equipment, net	$	6,527			50,698							57,225
Deferred income taxes		(45,684	)		80,940		43,533					78,789
Goodwill					14,435							14,435
Other assets		2,521			145,602		53,812	$	(368	)		201,567
Due from affiliates		582,204					1,698,481		(2,280,685	)
Investment in affiliates		1,726,327			3,308,956		458,820		(5,494,103	)
Total assets	$	2,271,895		$	4,221,241	$	14,349,885	$	(7,775,156	)	$	13,067,865
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities						$	2,106,282				$	2,106,282
Securitization notes payable							8,566,741	$	(47,892	)		8,518,849
Convertible senior notes	$	200,000										200,000
Funding payable				$	54,002		621					54,623
Accrued taxes and expenses		59,360			43,637		53,170		(368	)		155,799
Other liabilities		3,649			19,777							23,426
Due to affiliates					2,259,569				(2,259,569	)
Total liabilities		263,009			2,376,985		10,726,814		(2,307,829	)		11,058,979
Shareholders’ equity:
Common stock		1,695			75,355		30,627		(105,982	)		1,695
Additional paid-in capital		1,217,445			75,791		1,460,252		(1,536,043	)		1,217,445
Accumulated other comprehensive income		74,282			55,428		35,425		(90,853	)		74,282
Retained earnings		1,639,817			1,637,682		2,096,767		(3,734,449	)		1,639,817
		2,933,239			1,844,256		3,623,071		(5,467,327	)		2,933,239
Treasury stock		(924,353	)									(924,353	)
Total shareholders’ equity		2,008,886			1,844,256		3,623,071		(5,467,327	)		2,008,886
Total liabilities and shareholders’ equity	$	2,271,895		$	4,221,241	$	14,349,885	$	(7,775,156	)	$	13,067,865

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AmeriCredit Corp.

Consolidating Statement of Income

Three Months Ended March 31, 2007

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	30,203		$	533,901					$	564,104
Servicing income (loss)					9,273			(8,702	)					571
Other income	$	13,400			560,861			1,134,133		$	(1,673,597	)		34,797
Gain on sale of equity investment					15,801									15,801
Equity in income of affiliates		113,508			28,354						(141,862	)
		126,908			644,492			1,659,332			(1,815,459	)		615,273
Costs and expenses
Operating expenses		22,804			15,168			71,474						109,446
Provision for loan losses					(86,000	)		275,028						189,028
Interest expense		3,678			586,124			1,270,405			(1,673,597	)		186,610
Restructuring charges, net					757									757
		26,482			516,049			1,616,907			(1,673,597	)		485,841
Income before income taxes		100,426			128,443			42,425			(141,862	)		129,432
Income tax (benefit) provision		(3,306	)		14,935			14,071						25,700
Net income	$	103,732		$	113,508		$	28,354		$	(141,862	)	$	103,732

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AmeriCredit Corp.

Consolidating Statement of Income

Three Months Ended March 31, 2006

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	26,867		$	387,573				$	414,440
Servicing income					701			14,305					15,006
Other income	$	13,771			438,370			998,790	$	(1,425,273	)		25,658
Equity in income of affiliates		92,043			107,339					(199,382	)
		105,814			573,277			1,400,668		(1,624,655	)		455,104
Costs and expenses
Operating expenses		17,157			12,924			59,605					89,686
Provision for loan losses					26,827			91,942					118,769
Interest expense		5,045			448,593			1,078,741		(1,425,273	)		107,106
Restructuring charges, net					1,874								1,874
		22,202			490,218			1,230,288		(1,425,273	)		317,435
Income before income taxes		83,612			83,059			170,380		(199,382	)		137,669
Income tax (benefit) provision		(3,120	)		(8,984	)		63,041					50,937
Net income	$	86,732		$	92,043		$	107,339	$	(199,382	)	$	86,732

25

AmeriCredit Corp.

Consolidating Statement of Income

Nine Months Ended March 31, 2007

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	84,894		$	1,465,784					$	1,550,678
Servicing income (loss)					20,289			(11,280	)					9,009
Other income	$	36,255			1,472,834			3,159,462		$	(4,565,705	)		102,846
Gain on sale of equity investment					51,997									51,997
Equity in income of affiliates		292,189			167,141						(459,330	)
		328,444			1,797,155			4,613,966			(5,025,035	)		1,714,530
Costs and expenses
Operating expenses		54,665			28,226			208,938						291,829
Provision for loan losses					(92,194	)		629,927						537,733
Interest expense		8,944			1,529,997			3,512,705			(4,565,705	)		485,941
Restructuring charges, net					1,143									1,143
		63,609			1,467,172			4,351,570			(4,565,705	)		1,316,646
Income before income taxes		264,835			329,983			262,396			(459,330	)		397,884
Income tax (benefit) provision		(8,559	)		37,794			95,255						124,490
Net income	$	273,394		$	292,189		$	167,141		$	(459,330	)	$	273,394

26

AmeriCredit Corp.

Consolidating Statement of Income

Nine Months Ended March 31, 2006

(Unaudited, in Thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	73,500		$	1,108,751				$	1,182,251
Servicing income				25,779			36,013					61,792
Other income	$	46,389		1,139,335			2,515,836	$	(3,630,955	)		70,605
Gain on sale of equity investment				8,847								8,847
Equity in income of affiliates		225,196		261,464					(486,660	)
		271,585		1,508,925			3,660,600		(4,117,615	)		1,323,495
Costs and expenses
Operating expenses		27,315		57,311			166,844					251,470
Provision for loan losses				65,564			344,930					410,494
Interest expense		15,663		1,180,046			2,733,802		(3,630,955	)		298,556
Restructuring charges, net				2,126								2,126
		42,978		1,305,047			3,245,576		(3,630,955	)		962,646
Income before income taxes		228,607		203,878			415,024		(486,660	)		360,849
Income tax provision (benefit)		1,268		(21,318	)		153,560					133,510
Net income	$	227,339	$	225,196		$	261,464	$	(486,660	)	$	227,339

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AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2007

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	273,394		$	292,189		$	167,141		$	(459,330	)	$	273,394
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		2,266			8,431			13,328						24,025
Accretion and amortization of loan fees					293			(17,559	)					(17,266	)
Provision for loan losses					(92,194	)		629,927						537,733
Deferred income taxes		(155,598	)		200,570			(67,158	)					(22,186	)
Accretion of present value discount								(6,394	)					(6,394	)
Stock-based compensation expense		14,375												14,375
Gain on sale of available for sale securities					(51,997	)								(51,997	)
Other					3,980			(261	)					3,719
Equity in income of affiliates		(292,189	)		(167,141	)					459,330
Changes in assets and liabilities:
Other assets		(4	)		15,885			11,293						27,174
Accrued taxes and expenses		15,359			(24,912	)		14,038						4,485
Net cash (used) provided by operating activities		(142,397	)		185,104			744,355						787,062
Cash flows from investing activities:
Purchases of receivables					(6,283,184	)		(5,780,275	)		5,780,275			(6,283,184	)
Principal collections and recoveries on receivables					320,024			3,932,476						4,252,500
Net proceeds from sale of receivables					5,780,275						(5,780,275	)
Distributions from gain on sale Trusts								92,957						92,957
Purchases of property and equipment					(9,271	)		(3,466	)					(12,737	)
Proceeds from sale of equity investment					62,961									62,961
Acquisition of Long Beach, net of cash acquired					(257,813	)								(257,813	)
Change in restricted cash— securitization notes payable								(162,773	)					(162,773	)
Change in restricted cash— credit facilities								(51,387	)					(51,387	)
Change in other assets					4,871			5						4,876
Net change in investment in affiliates		799			(455,336	)		(89,461	)		543,998
Net cash provided (used) by investing activities		799			(837,473	)		(2,061,924	)		543,998			(2,354,600	)
Cash flows from financing activities:
Net change in credit facilities					(202,522	)		898,492						695,970
Issuance of securitization notes payable								4,248,304						4,248,304
Payments on securitization notes payable					(2,074	)		(3,474,599	)					(3,476,673	)
Issuance of convertible senior notes		550,000												550,000
Debt issuance costs		(13,207	)					(15,262	)					(28,469	)
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	)
Net proceeds from issuance of common stock		47,864						566,252			(566,252	)		47,864
Other net changes		13,833			(635	)								13,198
Net change in due (to) from affiliates		(76,994	)		947,375			(891,534	)		21,153
Net cash provided by financing activities		144,908			742,144			1,331,653			(545,099	)		1,673,606
Net increase in cash and cash equivalents		3,310			89,775			14,084			(1,101	)		106,068
Effect of Canadian exchange rate changes on cash and cash equivalents		(3,310	)		(1,704	)					1,101			(3,913	)
Cash and cash equivalents at beginning of period					513,240									513,240
Cash and cash equivalents at end of period	$			$	601,311		$	14,084		$			$	615,395

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AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2006

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	227,339		$	225,196		$	261,464		$	(486,660	)	$	227,339
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		1,670			9,198			16,767						27,635
Accretion and amortization of loan fees					(1,979	)		(10,556	)					(12,535	)
Provision for loan losses					65,564			344,930						410,494
Deferred income taxes		(154,380	)		(21,318	)		153,586						(22,112	)
Accretion of present value discount					(394	)		(30,293	)					(30,687	)
Stock-based compensation expense		12,690												12,690
Gain on sale of available for sale securities					(8,847	)								(8,847	)
Other		216			280			(182	)					314
Equity in income of affiliates		(225,196	)		(261,464	)					486,660
Changes in assets and liabilities:
Other assets		352			60,247			22,696						83,295
Accrued taxes and expenses		19,934			5,859			2,669						28,462
Net cash (used) provided by operating activities		(117,375	)		72,342			761,081						716,048
Cash flows from investing activities:
Purchases of receivables					(5,093,811	)		(4,964,349	)		4,964,349			(5,093,811	)
Principal collections and recoveries on receivables					59,891			3,049,225						3,109,116
Net proceeds from sale of receivables					4,964,349						(4,964,349	)
Distributions from gain on sale Trusts					6,923			339,213						346,136
Purchases of property and equipment		1,690			(5,944	)		1						(4,253	)
Sale of property					34,807									34,807
Proceeds from sale of equity investment					11,992									11,992
Change in restricted cash— securitization notes payable								(168,884	)					(168,884	)
Change in restricted cash— warehouse credit facilities								353,445						353,445
Change in other assets					3,273									3,273
Net change in investment in affiliates		(820	)		266,956			(125,158	)		(140,978	)
Net cash provided (used) by investing activities		870			248,436			(1,516,507	)		(140,978	)		(1,408,179	)
Cash flows from financing activities:
Net change in warehouse credit facilities								444,160						444,160
Issuance of securitization notes payable								3,445,000						3,445,000
Payments on securitization notes payable								(2,745,016	)					(2,745,016	)
Retirement of senior notes		(13,200	)											(13,200	)
Debt issuance costs		130						(12,019	)					(11,889	)
Repurchase of common stock		(422,046	)											(422,046	)
Net proceeds from issuance of common stock		24,148			121			(141,920	)		141,799			24,148
Other net changes		6,937			(572	)								6,365
Net change in due (to) from affiliates		516,109			(397,156	)		(122,292	)		3,339
Net cash provided (used) by financing activities		112,078			(397,607	)		867,913			145,138			727,522
Net (decrease) increase in cash and cash equivalents		(4,427	)		(76,829	)		112,487			4,160			35,391
Effect of Canadian exchange rate changes on cash and cash equivalents		4,427			1,635			6			(4,160	)		1,908
Cash and cash equivalents at beginning of period					663,501									663,501
Cash and cash equivalents at end of period	$			$	588,307		$	112,493		$			$	700,800

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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. 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 clean-up 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 one or more series of asset-backed securities. The asset-backed securities are, in turn, sold 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 reach credit enhancement requirements required for 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. Certain credit enhancement requirements will increase if targeted portfolio performance ratios are exceeded. 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.

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.

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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 March 31, 2007, we had one outstanding gain on sale securitization that represents less than one percent of our managed receivables.

On May 1, 2006, we acquired the stock of Bay View Acceptance Corp. (“BVAC”), the auto finance subsidiary of Bay View Capital Corporation. BVAC operates from offices in Covina, California, and serves auto dealers in 32 states offering specialized auto finance products, including extended term financing and higher loan-to-value advances to consumers with prime credit scores.

On January 1, 2007, we acquired the stock of Long Beach Acceptance Corp. (“LBAC”), the auto finance subsidiary of ACC Capital Holdings. LBAC operates from regional offices in Paramus, New Jersey and Orange, California and serves auto dealers in 34 states offering auto finance products primarily to consumers with near prime credit 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

31

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 March 31, 2007, as follows (in thousands):

	10% adverse change		20% adverse change
Impact on allowance for loan losses	$	75,646	$	151,292

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.

Stock-based Compensation

The fair value of each option granted or modified during the nine months ended March 31, 2007 and 2006, was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Nine Months Ended March 31,
	2007		2006
Expected dividends	0		0
Expected volatility	32.6	%	38.4	%
Risk-free interest rate	4.9	%	4.3	%
Expected life	1.2 years		3.1 years

We have not paid out dividends historically, thus the dividend yields are estimated at zero percent.

Our assumption for determining expected volatility reflects an average of the implied and historical volatility rates. Management believes that a combination of market-based measures is currently the best available indicator of expected volatility.

The risk-free interest rate is the implied yield available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the options.

The expected lives of options are determined based on our historical option exercise experience and the term of the option.

Assumptions are reviewed each time there is a new grant or modification of a previous grant and may be impacted by actual fluctuation in our stock price, movements in market interest rates and option terms. The use of different assumptions produces a different fair value for the options granted or

32

modified and impacts the amount of compensation expense recognized on the consolidated statements of income and comprehensive income. The impact of a 10% or 20% increase in our assumptions of volatility, risk-free interest rate and expected life on the amount of compensation expense recognized would not have been material for the three and nine months ended March 31, 2007 and 2006.

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 probable liabilities for anticipated tax issues based on an estimate of the ultimate resolution of whether, and the extent to which, additional taxes, penalties, and interest may be due. 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. If actual results differ from estimated results or if we adjust these assumptions in the future, we may need to adjust our deferred tax assets or liabilities which could materially impact the effective tax rate, earnings, deferred tax balances and cash.

As a result of the favorable resolution of prior contingent liabilities, we recorded a net reduction to the tax contingency balance of $21.0 million for the three months ended March 31, 2007.

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.

33

RESULTS OF OPERATIONS

Three Months Ended March 31, 2007 as compared to Three Months Ended March 31, 2006

Changes in Finance Receivables:

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

	Three Months Ended March 31,
	2007			2006
Balance at beginning of period	$	12,548,925		$	9,873,603
LBAC acquisition		1,784,263
Loans purchased		2,514,268			1,614,267
Loans repurchased from gain on sale Trusts					183,350
Liquidations and other		(1,723,549	)		(1,288,715	)
Balance at end of period	$	15,123,907		$	10,382,505
Average finance receivables	$	14,669,061		$	10,115,082

The increase in loans purchased during the three months ended March 31, 2007, as compared to the three months ended March 31, 2006, was due to the addition of dealer relationship managers and branch office staff resulting in relationships with more auto dealers, increased penetration in existing dealer relationships and originations of $175.2 million and $322.9 million through the BVAC and LBAC platforms, respectively. The increase in liquidations and other resulted primarily from increased collections and charge-offs on finance receivables due to the increase in finance receivables and average age, or seasoning, of the portfolio.

The average new loan size increased to $18,629 for the three months ended March 31, 2007, from $17,030 for the three months ended March 31, 2006, due to the addition of loans purchased through the BVAC and LBAC platforms which are generally higher in quality and larger in size. The average annual percentage rate for finance receivables purchased during the three months ended March 31, 2007, decreased to 15.6% from 16.9% during the three months ended March 31, 2006, due to lower average percentage rates on the prime and near prime loans purchased through the BVAC and LBAC platforms.

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.

34

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

	Three Months Ended March 31,
	2007			2006
Finance charge income	$	564,104		$	414,440
Other income		34,797			25,658
Interest expense		(186,610	)		(107,106	)
Net margin	$	412,291		$	332,992

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

	Three Months Ended March 31,
	2007		2006
Finance charge income	15.6	%	16.6	%
Other income	1.0		1.1
Interest expense	(5.2	)	(4.3	)
Net margin as a percentage of average finance receivables	11.4	%	13.4	%

The decrease in net margin for the three months ended March 31, 2007, as compared to the three months ended March 31, 2006, was a result of the lower effective yield on the higher quality BVAC and LBAC portfolios, combined with an increase in interest expense caused by an increase in market interest rates affecting the cost of short-term borrowings on our credit facilities, higher average utilization of our credit facilities, an increase in leverage and a continued run-off of older securitizations with lower interest costs. The net margin as a percentage of average finance receivables, excluding the BVAC and LBAC portfolios, was 12.7% for the three months ended March 31, 2007.

Revenue:

Finance charge income increased by 36% to $564.1 million for the three months ended March 31, 2007, from $414.4 million for the three months ended March 31, 2006, primarily due to the increase in average finance receivables. Our effective yield on our finance receivables decreased to 15.6% for the three months ended March 31, 2007, from 16.6% for the three months ended March 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.

35

Servicing income consists of the following (in thousands):

	Three Months Ended March 31,
	2007		2006
Servicing fees – gain on sale	$	132	$	6,977
Accretion		439		8,029
	$	571	$	15,006
Average gain on sale receivables	$	31,500	$	902,246

Servicing fees are earned from servicing domestic finance receivables sold to gain on sale Trusts. Servicing fees decreased as a result of the runoff of our gain on sale receivables portfolio.

The present value discount related to our credit enhancement assets represents the risk-adjusted time value of money on estimated cash flows. The present value discount on credit enhancement assets is accreted into earnings over the life of the credit enhancement assets using the effective interest method. Additionally, unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. We recognized accretion of $439,000 and $8.0 million during the three months ended March 31, 2007 and 2006, respectively. We reduce accretion of the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization Trust. Accretion is reduced on the securitization Trust and an other-than-temporary impairment is recorded in an amount equal to the amount by which the reference amount exceeds the revised value of the related credit enhancement assets. Future period accretion is subsequently recognized based upon the revised value and recorded over the remaining expected life of the securitization Trust.

Other income consists of the following (in thousands):

	Three Months Ended March 31,
	2007		2006
Investment income	$	20,063	$	13,750
Late fees and other income		14,734		11,908
	$	34,797	$	25,658

Investment income increased as a result of higher invested cash balances combined with increased market interest rates.

36

Gain on sale of equity investment

We held an equity investment in DealerTrack Holdings, Inc. (“DealerTrack”), a leading provider of on-demand software and data solutions that utilizes the internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. During the three months ended March 31, 2007, we sold our remaining investment in DealerTrack, consisting of 689,881 shares for net proceeds of $27.05 per share, resulting in a $15.8 million gain.

Costs and Expenses:

Operating Expenses

Operating expenses increased to $109.4 million for the three months ended March 31, 2007, from $89.7 million for the three months ended March 31, 2006. 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 77.7% and 79.4% of total operating expenses for the three months ended March 31, 2007 and 2006, respectively. The increase in personnel costs is due to an increase in personnel to support a greater origination volume and the increase in outstanding finance receivables.

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 March 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 $189.0 million for the three months ended March 31, 2007, from $118.8 million for the three months ended March 31, 2006, as a result of an increase in finance receivables. As an annualized percentage of average finance receivables, the provision for loan losses was 5.2% and 4.8% for the three months ended March 31, 2007 and 2006, respectively. The provision for loan losses as an annualized percentage of average finance receivables was unusually low for the three months ended March 31, 2006, due to a revision to our estimated losses from Hurricane Katrina and favorable changes to credit loss assumptions, including higher recovery rates.

Interest Expense

Interest expense increased to $186.6 million for the three months ended March 31, 2007, from $107.1 million for the three months ended March 31, 2006. Average debt outstanding was $13,992.4 million and $9,242.7 million for the three months ended March 31, 2007 and 2006, respectively. Our effective rate of interest paid on our debt increased to 5.4% for the three months ended March 31, 2007, compared to 4.7% for the three months ended March 31, 2006,

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due to an increase in market interest rates, a continued run-off of older securitizations with lower interest costs and a slightly higher cost of funds for the LBAC debt caused by certain fair value adjustments we made in connection with the acquisition.

Taxes:

Our effective income tax rate was 19.9% and 37.0% for the three months ended March 31, 2007 and 2006, respectively. As a result of the favorable resolution of prior contingent liabilities, we recorded a net reduction to the tax contingency balance of $21.0 million for the three months ended March 31, 2007.

Other Comprehensive (Loss) Income:

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

	Three Months Ended March 31,
	2007			2006
Unrealized (losses) gains on credit enhancement assets	$	(275	)	$	2,969
Unrealized (losses) gains on cash flow hedges		(4,597	)		584
(Decrease) increase in fair value of equity investment		(1,634	)		873
Reclassification of gain on sale of equity investment into earnings		(15,801	)
Canadian currency translation adjustment		955			(547	)
Income tax benefit (provision)		7,469			(1,644	)
	$	(13,883	)	$	2,235

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Credit Enhancement Assets

Unrealized (losses) gains on credit enhancement assets consisted of the following (in thousands):

	Three Months Ended March 31,
	2007			2006
Unrealized (losses) gains related to changes in credit loss assumptions	$	(135	)	$	3,533
Unrealized gains related to changes in interest rates		2			67
Reclassification of unrealized gains into earnings through accretion		(142	)		(631	)
	$	(275	)	$	2,969

Changes in the fair value of credit enhancement assets as a result of modifications to the credit loss assumptions are reported as unrealized gains in other comprehensive (loss) income until realized. Unrealized losses are reported as a reduction in unrealized gains to the extent that there are unrealized gains. If there are no unrealized gains to offset the unrealized losses, the losses are considered to be other-than-temporary and are charged to operations. The cumulative credit loss assumptions used to estimate the fair value of credit enhancement assets are periodically reviewed by us and modified to reflect the actual credit performance for each securitization pool through the reporting date as well as estimates of future losses considering several factors including changes in the general economy. Differences between cumulative credit loss assumptions used in individual securitization pools can be attributed to the original credit attributes of a pool, actual credit performance through the reporting date and pool seasoning to the extent that changes in economic trends will have more of an impact on the expected future performance of less seasoned pools.

We updated the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets resulting in the recognition of unrealized losses of $135,000 for the three months ended March 31, 2007 and unrealized gains of $3.5 million for the three months ended March 31, 2006.

Net unrealized gains of $142,000 and $631,000 were reclassified into earnings through accretion during the three months ended March 31, 2007 and 2006, respectively.

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Cash Flow Hedges

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

	Three Months Ended March 31,
	2007			2006
Unrealized (losses) gains related to changes in fair value	$	(2,457	)	$	4,159
Reclassification of net unrealized gains into earnings		(2,140	)		(3,575	)
	$	(4,597	)	$	584

Unrealized (losses) gains related to changes in fair value for the three months ended March 31, 2007 and 2006, were primarily 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 changes in forward interest rate expectations.

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

Equity Investment

We owned 689,881 and 2,644,242 shares of DealerTrack with a market value of $29.42 and $20.98 per share at December 31, 2006 and 2005, respectively. The equity investment was classified as available for sale, and changes in its fair value were reflected in other comprehensive income. We recorded a $1.6 million decrease and a $0.9 million increase in the fair value due to changes in market value per share of the equity investment during the three months ended March 31, 2007 and 2006, respectively.

During the three months ended March 31, 2007, we sold our remaining investment in DealerTrack for net proceeds of $27.05 per share, resulting in a $15.8 million gain.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $955,000 and losses of $547,000 for the three months ended March 31, 2007 and 2006, respectively, were included in other comprehensive (loss) income. 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 March 31, 2007 and 2006. We do not anticipate the settlement of intercompany transactions with our Canadian subsidiaries in the foreseeable future.

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Nine Months Ended March 31, 2007 as compared to Nine Months Ended March 31, 2006

Changes in Finance Receivables:

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

	Nine Months Ended March 31,
	2007			2006
Balance at beginning of period	$	11,775,665		$	8,838,968
LBAC acquisition		1,784,263
Loans purchased		5,939,004			4,473,939
Loans repurchased from gain on sale Trusts		315,153			562,033
Liquidations and other		(4,690,178	)		(3,492,435	)
Balance at end of period	$	15,123,907		$	10,382,505
Average finance receivables	$	12,993,241		$	9,575,795

The increase in loans purchased during the nine months ended March 31, 2007, as compared to the nine months ended March 31, 2006, was due to the addition of dealer relationship managers and branch office staff resulting in relationships with more auto dealers, increased penetration in existing dealer relationships and originations of $438.7 million and $322.9 million through the BVAC and LBAC platforms, respectively. The increase in liquidations and other resulted primarily from increased collections and charge-offs on finance receivables due to the increase in finance receivables and average age, or seasoning, of the portfolio.

The average new loan size increased to $18,185 for the nine months ended March 31, 2007, from $17,280 for the nine months ended March 31, 2006, due to the addition of loans purchased through the BVAC and LBAC platforms which are generally higher in quality and larger in size. The average annual percentage rate for finance receivables purchased during the nine months ended March 31, 2007, decreased to 16.1% from 16.7% during the nine months ended March 31, 2006, due to lower average percentage rates on the prime and near prime loans purchased through the BVAC and LBAC platforms.

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.

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

	Nine Months Ended March 31,
	2007			2006
Finance charge income	$	1,550,678		$	1,182,251
Other income		102,846			70,605
Interest expense		(485,941	)		(298,556	)
Net margin	$	1,167,583		$	954,300

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

	Nine Months Ended March 31,
	2007		2006
Finance charge income	15.9	%	16.5	%
Other income	1.1		1.0
Interest expense	(5.0	)	(4.2	)
Net margin as a percentage of average finance receivables	12.0	%	13.3	%

The decrease in net margin for the nine months ended March 31, 2007, as compared to the nine months ended March 31, 2006, was a result of the lower effective yield on the higher quality BVAC and LBAC portfolios, combined with an increase in interest expense caused by an increase in market interest rates affecting the cost of short-term borrowings on our credit facilities, higher average utilization of our credit facilities, an increase in leverage and a continued run-off of older securitizations with lower interest costs. The net margin as a percentage of average finance receivables, excluding the BVAC and LBAC portfolios, was 12.9% for the nine months ended March 31, 2007.

Revenue:

Finance charge income increased by 31% to $1,550.7 million for the nine months ended March 31, 2007, from $1,182.3 million for the nine months ended March 31, 2006, primarily due to the increase in average finance receivables. Our effective yield on our finance receivables decreased to 15.9% for the nine months ended March 31, 2007, from 16.5% for the nine months ended March 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.

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Servicing income consists of the following (in thousands):

	Nine Months Ended March 31,
	2007		2006
Servicing fees – gain on sale	$	2,615	$	31,562
Other-than-temporary impairment				(457	)
Accretion		6,394		30,687
	$	9,009	$	61,792
Average gain on sale receivables	$	132,185	$	1,443,547

Servicing fees are earned from servicing domestic finance receivables sold to gain on sale Trusts. Servicing fees decreased as a result of the runoff of our gain on sale receivables portfolio. Servicing fees were 2.6% and 3.0%, annualized, of average gain on sale receivables for the nine months ended March 31, 2007 and 2006, respectively.

Other-than-temporary impairment of $457,000 for the nine months ended March 31, 2006, resulted from higher than forecasted default rates in certain gain on sale Trusts.

The present value discount related to our credit enhancement assets represents the risk-adjusted time value of money on estimated cash flows. The present value discount on credit enhancement assets is accreted into earnings over the life of the credit enhancement assets using the effective interest method. Additionally, unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. We recognized accretion of $6.4 million and $30.7 million during the nine months ended March 31, 2007 and 2006, respectively. We reduce accretion of the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization Trust. Accretion is reduced on the securitization Trust and an other-than-temporary impairment is recorded in an amount equal to the amount by which the reference amount exceeds the revised value of the related credit enhancement assets. Future period accretion is subsequently recognized based upon the revised value and recorded over the remaining expected life of the securitization Trust.

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Other income consists of the following (in thousands):

	Nine Months Ended March 31,
	2007		2006
Investment income	$	65,963	$	41,013
Late fees and other income		36,883		29,592
	$	102,846	$	70,605

Investment income increased as a result of higher invested cash balances combined with increased market interest rates.

Gain on sale of equity investment

We held an equity investment in DealerTrack, a leading provider of on-demand software and data solutions that utilizes the internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. During the nine months ended March 31, 2006, DealerTrack completed an IPO of its common stock. As part of the IPO, we sold 758,526 shares at an average cost of $4.15 per share for net proceeds of $15.81 per share, resulting in an $8.8 million gain. During the nine months ended March 31, 2007, we sold our remaining investment in DealerTrack, consisting of 2,644,242 shares for net proceeds of $23.81 per share, resulting in a $52.0 million gain.

Costs and Expenses:

Operating Expenses

Operating expenses increased to $291.9 million for the nine months ended March 31, 2007, as compared to $251.5 million for the nine months ended March 31, 2006. 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 76.8% and 77.2% of total operating expenses for the nine months ended March 31, 2007 and 2006, respectively. The increase in personnel costs is due to an increase in personnel to support a greater origination volume and the increase in outstanding finance receivables.

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 nine months ended March 31, 2007 and 2006, reflects inherent losses on receivables originated during those periods and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses increased to $537.7 million for the

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nine months ended March 31, 2007, from $410.5 million for the nine months ended March 31, 2006, as a result of an increase in finance receivables. As an annualized percentage of average finance receivables, the provision for loan losses was 5.5% and 5.7% for the nine months ended March 31, 2007 and 2006, respectively. The decrease in the provision for loan losses as an annualized percentage of average finance receivables reflects the inclusion of the higher quality prime and near prime BVAC and LBAC portfolios for the nine months ended March 31, 2007.

Interest Expense

Interest expense increased to $485.9 million for the nine months ended March 31, 2007, from $298.6 million for the nine months ended March 31, 2006. Average debt outstanding was $12,375.2 million and $8,919.5 million for the nine months ended March 31, 2007 and 2006, respectively. Our effective rate of interest paid on our debt increased to 5.2% for the nine months ended March 31, 2007, compared to 4.5% for the nine months ended March 31, 2006, due to an increase in market interest rates, a continued run-off of older securitizations with lower interest costs and a slightly higher cost of funds for the LBAC debt caused by certain fair value adjustments we made in connection with the acquisition.

Taxes:

Our effective income tax rate was 31.3% and 37.0% for the nine months ended March 31, 2007 and 2006, respectively. As a result of the favorable resolution of prior contingent liabilities, we recorded a net reduction to the tax contingency balance of $21.0 million for the nine months ended March 31, 2007.

Other Comprehensive (Loss) Income:

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

	Nine Months Ended March 31,
	2007			2006
Unrealized losses on credit enhancement assets	$	(3,056	)	$	(5,111	)
Unrealized (losses) gains on cash flow hedges		(13,825	)		9,628
Increase in fair value of equity investment		4,497			54,232
Reclassification of gain on sale of equity investment into earnings		(51,997	)		(8,847	)
Canadian currency translation adjustment		(3,310	)		4,428
Income tax benefit (provision)		22,906			(18,417	)
	$	(44,785	)	$	35,913

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Credit Enhancement Assets

Unrealized losses on credit enhancement assets consisted of the following (in thousands):

	Nine Months Ended March 31,
	2007			2006
Unrealized gains (losses) related to changes in credit loss assumptions	$	254		$	(600	)
Unrealized (losses) gains related to changes in interest rates		(11	)		332
Reclassification of unrealized gains into earnings through accretion		(3,299	)		(4,843	)
	$	(3,056	)	$	(5,111	)

Changes in the fair value of credit enhancement assets as a result of modifications to the credit loss assumptions are reported as unrealized gains in other comprehensive (loss) income until realized. Unrealized losses are reported as a reduction in unrealized gains to the extent that there are unrealized gains. If there are no unrealized gains to offset the unrealized losses, the losses are considered to be other-than-temporary and are charged to operations. The cumulative credit loss assumptions used to estimate the fair value of credit enhancement assets are periodically reviewed by us and modified to reflect the actual credit performance for each securitization pool through the reporting date as well as estimates of future losses considering several factors including changes in the general economy. Differences between cumulative credit loss assumptions used in individual securitization pools can be attributed to the original credit attributes of a pool, actual credit performance through the reporting date and pool seasoning to the extent that changes in economic trends will have more of an impact on the expected future performance of less seasoned pools.

We updated the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets resulting in the recognition of unrealized gains of $254,000 for the nine months ended March 31, 2007, and unrealized losses of $600,000 for the nine months ended March 31, 2006.

Net unrealized gains of $3.3 million and $4.8 million were reclassified into earnings through accretion during the nine months ended March 31, 2007 and 2006, respectively.

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Cash Flow Hedges

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

	Nine Months Ended March 31,
	2007			2006
Unrealized (losses) gains related to changes in fair value	$	(3,470	)	$	15,959
Reclassification of net unrealized gains into earnings		(10,355	)		(6,331	)
	$	(13,825	)	$	9,628

Unrealized (losses) gains related to changes in fair value for the nine months ended March 31, 2007 and 2006, were primarily 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 changes in forward interest rate expectations.

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

Equity Investment

During the nine months ended March 31, 2006, DealerTrack completed an initial public offering (“IPO”) of its common stock. At June 30, 2005, we owned shares of DealerTrack stock which were converted in the IPO to 3,402,768 shares of common stock with an average cost of $4.15 per share. As part of the IPO, we sold 758,526 shares for net proceeds of $15.81 per share resulting in an $8.8 million gain. We owned 2,644,242 shares of DealerTrack with a market value of $22.11 per share at June 30, 2006. During the nine months ended March 31, 2007, we sold our remaining investment in DealerTrack for net proceeds of $23.81 per share, resulting in a $52.0 million gain. The equity investment was classified as available for sale, and changes in its market value were reflected in other comprehensive income. We recorded a $4.5 million and $54.2 million increase in the fair value due to changes in market value per share of the equity investment during the nine months ended March 31, 2007 and 2006, respectively.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment losses of $3.3 million and gains of $4.4 million for the nine months ended March 31, 2007 and 2006, respectively, were included in other comprehensive (loss) income. 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 nine months ended March 31, 2007 and 2006. We do not anticipate the settlement of intercompany transactions with our Canadian subsidiaries in the foreseeable future.

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CREDIT QUALITY

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

Finance receivables on our balance sheets include receivables purchased but not yet securitized and receivables securitized in transactions which are structured as secured financings. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses on the balance sheet at a level considered adequate to cover probable credit losses inherent in finance receivables.

Prior to October 1, 2002, we periodically sold receivables to Trusts in securitization transactions accounted for as a sale of receivables. We also acquired two securitization Trusts which were accounted for as sales of finance receivables. We retain an interest in the receivables sold in the form of credit enhancement assets. Credit enhancement assets are reflected on our balance sheets at estimated fair value, calculated based upon the present value of estimated excess future cash flows from the Trusts using, among other assumptions, estimates of future credit losses on the receivables sold. Receivables sold to Trusts that are subsequently charged off decrease the amount of excess future cash flows from the Trusts. If such charge-offs are expected to exceed our estimates of cumulative credit losses or if the actual timing of these losses differs from expected timing, the fair value of credit enhancement assets is written down through an other-than-temporary impairment charge to earnings to the extent the write-down exceeds any previously recorded unrealized gain.

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

	March 31, 2007
	Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables, net of fees	$	15,123,907		$	28,979	$	15,152,886
Nonaccretable acquisition fees		(141,474	)
Allowance for loan losses		(614,986	)
Receivables, net	$	14,367,447
Number of outstanding contracts		1,113,851			2,256		1,116,107
Average carrying amount of outstanding contract (in dollars)	$	13,578		$	12,845	$	13,577
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		5.0	%

	June 30, 2006
	Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables, net of fees	$	11,775,665		$	421,037	$	12,196,702
Nonaccretable acquisition fees		(203,128	)
Allowance for loan losses		(475,529	)
Receivables, net	$	11,097,008
Number of outstanding contracts		917,484			54,844		972,328
Average carrying amount of outstanding contract (in dollars)	$	12,835		$	7,677	$	12,544
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		5.8	%

The decrease in the allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables at March 31, 2007, compared to June 30, 2006, is primarily due to the inclusion of the LBAC portfolio as well as growth of the BVAC portfolio.

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Delinquency

The following is a summary of 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):

	March 31, 2007
	Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	616,655	4.1	%	$	229	0.8	%	$	616,884	4.1	%
Greater than 60 days		224,829	1.5			123	0.4			224,952	1.5
		841,484	5.6			352	1.2			841,836	5.6
In repossession		37,004	0.2			12	0.1			37,016	0.2
	$	878,488	5.8	%	$	364	1.3	%	$	878,852	5.8	%

	March 31, 2006
	Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	470,698	4.5	%	$	52,291	7.0	%	$	522,989	4.7	%
Greater than 60 days		156,220	1.5			25,087	3.3			181,307	1.6
		626,918	6.0			77,378	10.3			704,296	6.3
In repossession		31,189	0.3			4,596	0.6			35,785	0.3
	$	658,107	6.3	%	$	81,974	10.9	%	$	740,081	6.6	%

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 primary 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 lower at March 31, 2007, as compared to March 31, 2006, as a result of the inclusion of the prime and near prime BVAC and LBAC portfolios.

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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. Our policies and guidelines generally limit the granting of deferments on new accounts until a requisite number of payments have been received. Due to the nature of our primary customer base and policies and guidelines of the deferral program, approximately 50% of accounts currently comprising the managed portfolio will receive a deferral at some point in the life of the account.

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 March 31,				Nine Months Ended March 31,
	2007		2006		2007		2006
Finance receivables:
(as a percentage of average finance receivables)	5.0	%	5.4	%	6.0	%	6.1	%
Gain on sale receivables:
(as a percentage of average gain on sale receivables)	1.5	%	7.4	%	2.8	%	9.2	%
Total managed portfolio:
(as a percentage of average managed receivables)	5.0	%	5.6	%	6.0	%	6.5	%

The decrease in the accounts receiving a payment deferral as a percentage of average managed receivables for the three and nine months ended March 31, 2007, as compared to the three and nine months ended March 31, 2006, is primarily a result of higher levels of deferrals that were granted in the 2006 periods in connection with Hurricane Katrina and inclusion of the LBAC and BVAC portfolios.

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

	March 31, 2007
	Finance Receivables		Gain on Sale		Total Managed
Never deferred	80.6	%	95.6	%	80.6	%
Deferred:
1-2 times	16.1		4.4		16.1
3-4 times	3.3				3.3
Total deferred	19.4		4.4		19.4
Total	100.0	%	100.0	%	100.0	%

	June 30, 2006
	Finance Receivables		Gain on Sale		Total Managed
Never deferred	78.7	%	38.7	%	77.3	%
Deferred:
1-2 times	17.4		35.9		18.1
3-4 times	3.8		25.3		4.5
Greater than 4 times	0.1		0.1		0.1
Total deferred	21.3		61.3		22.7
Total	100.0	%	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.

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Charge-offs

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2007			2006			2007			2006
Finance receivables:
Repossession charge-offs	$	293,861		$	222,392		$	806,857		$	566,706
Less: Recoveries		(145,489	)		(112,479	)		(395,730	)		(277,222	)
Mandatory charge-offs (a)		16,745			12,206			99,007			70,151
Net charge-offs	$	165,117		$	122,119		$	510,134		$	359,635
Gain on sale:
Repossession charge-offs	$	211		$	37,828		$	10,738		$	165,544
Less: Recoveries		(128	)		(17,027	)		(4,712	)		(68,484	)
Mandatory charge-offs (a)		(25	)		(1,781	)		(1,152	)		6,599
Net charge-offs	$	58		$	19,020		$	4,874		$	103,659
Total managed:
Repossession charge-offs	$	294,072		$	260,220		$	817,595		$	732,250
Less: Recoveries		(145,617	)		(129,506	)		(400,442	)		(345,706	)
Mandatory charge-offs (a)		16,720			10,425			97,855			76,750
Net charge-offs	$	165,175		$	141,139		$	515,008		$	463,294
Net charge-offs as an annualized percentage of average receivables:
Finance receivables		4.6	%		4.9	%		5.2	%		5.0	%
Gain on sale receivables		0.7	%		8.5	%		4.9	%		9.6	%
Total managed portfolio		4.6	%		5.2	%		5.2	%		5.6	%
Recoveries as a percentage of gross repossession charge- offs:
Finance receivables		49.5	%		50.6	%		49.0	%		48.9	%
Gain on sale receivables		60.7	%		45.0	%		43.9	%		41.4	%
Total managed portfolio		49.5	%		49.8	%		49.0	%		47.2	%

(a) Mandatory charge-offs represent accounts 120 days delinquent that are charged-off in full with no recovery amounts realized at time of charge-off and the change during the period in the aggregate 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 managed receivables outstanding may vary seasonally from period to period based upon the average age or seasoning of the portfolio and economic factors. The decrease in net charge-offs as an annualized percentage of managed receivables for the three and nine months ended March 31, 2007, as compared to the three and nine months ended March 31, 2006, resulted primarily from the inclusion of the BVAC and LBAC portfolios. Excluding BVAC and LBAC, net charge-offs as an annualized percentage of the total managed portfolio were 5.2% and 5.7% for the three and nine months ended March 31, 2007, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of cash have been finance charge income, servicing fees, distributions from securitization Trusts, net proceeds from the convertible senior notes transaction, 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 have been 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, acquisitions and stock repurchases.

We used cash of $6,283.2 million and $5,093.8 million for the purchase of finance receivables during the nine months ended March 31, 2007 and 2006, respectively. These purchases were funded initially utilizing cash and credit facilities and subsequently through long-term financing 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 March 31, 2007, credit facilities consisted of the following (in millions):

Facility Type	Maturity (a)	Facility Amount		Advances Outstanding
Commercial paper facility	October 2009	$	2,500.0	$	842.1
Medium term note facility	October 2009(b)		750.0		750.0
Repurchase facility	August 2007		500.0		458.8
Near prime facility	July 2007		400.0		252.9
BVAC credit facility	September 2007		650.0		592.0
LBAC credit facility	September 2007		600.0		109.0
		$	5,400.0	$	3,004.8

(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.

In July 2006, we renewed our near prime facility, extending the maturity to July 2007.

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In August 2006, we amended our repurchase facility, increasing the facility limit to $600.0 million through February 2007, after which the facility limit was reduced to $500.0 million with a final maturity of August 2007.

In September 2006, we renewed our BVAC credit facility, extending the maturity to September 2007. In December 2006 and April 2007, we amended our BVAC credit facility, increasing the facility limit to $650.0 million and $750.0 million, respectively, through June 2007. After June 2007, the facility limit will be reduced to $450.0 million with a final maturity of September 2007.

In October 2006, we amended our commercial paper facility to increase the facility limit to $2,500.0 million and extended the maturity date to October 2009.

In October 2006, we entered into a $750.0 million medium term note facility that will mature in October 2009. This facility replaced the $650.0 million medium term note facility that was terminated in October 2006.

In March 2007, we renewed our LBAC credit facility, extending the maturity to September 2007.

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 ratios) as well as limits on deferment levels. As of March 31, 2007, we were in compliance with all covenants in our credit facilities.

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Securitizations

We have completed 57 securitization transactions through March 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^(a) is as follows (in millions):

Transaction	Date	Original Amount		Balance at March 31, 2007
Gain on sale:
BV2003-LJ-1	August 2003	$	193.3	$	28.8
Secured financing:
2003-B-X	May 2003		825.0		86.0
2003-C-F	September 2003		915.0		92.8
2003-D-M	October 2003		1,200.0		174.1
2004-A-F	February 2004		750.0		121.2
2004-B-M	April 2004		900.0		171.0
2004-1	June 2004		575.0		123.4
2004-C-A	August 2004		800.0		224.7
2004-D-F	November 2004		750.0		235.3
2005-A-X	February 2005		900.0		314.3
2005-1	April 2005		750.0		240.0
2005-B-M	June 2005		1,350.0		583.9
2005-C-F	August 2005		1,100.0		549.8
2005-D-A	November 2005		1,400.0		794.3
2006-1	March 2006		945.0		575.1
2006-R-M	May 2006		1,200.0		1,199.9
2006-A-F	July 2006		1,350.0		1,047.5
2006-B-G	September 2006		1,200.0		1,035.5
2007-A-X	January 2007		1,200.0		1,145.7
BV2005-LJ-1	February 2005		232.1		96.9
BV2005-LJ-2	July 2005		185.6		90.2
BV2005-3	December 2005		220.1		131.1
LB2003-B	June 2003		250.0		26.4
LB2003-C	October 2003		250.0		38.6
LB2004-A	March 2004		300.0		59.2
LB2004-B	July 2004		250.0		62.6
LB2004-C	December 2004		350.0		113.5
LB2005-A	June 2005		350.0		142.8
LB2005-B	October 2005		350.0		176.2
LB2006-A	May 2006		450.0		321.6
LB2006-B	September 2006		500.0		412.0
LB2007-A (b)	March 2007		498.3		498.3
Total secured financing transactions			22,296.1		10,883.9
Total active securitizations		$	22,489.4	$	10,912.7

(a) Transactions originally totaling $28,851.5 million have been paid off as of March 31, 2007.

(b) Note amounts include $12.3 million of Class C notes issued as a form of credit enhancement.

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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 completed in April 2007 excluded any receivables originated under the BVAC and LBAC platforms and 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 seven to nine months after receivables are securitized. We completed a transaction including only receivables originated under the LBAC platform in March 2007 that had an initial credit enhancement level of 3.75% and target credit enhancement of 8.0%. We expect to begin to receive cash distributions for this transaction approximately eight to ten months after receivables are securitized. We have not yet completed a transaction involving receivables originated under the BVAC platform.

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 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.

Increases or decreases to the credit enhancement level required in future 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.

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

	Nine Months Ended March 31,
	2007		2006
Initial credit enhancement deposits:
Restricted cash	$	93.3	$	69.1
Overcollateralization		290.9		257.7
Distributions from Trusts:
Gain on sale Trusts		93.0		346.1
Secured financing Trusts		597.9		443.6

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 and cumulative net loss) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased.

The agreements with our insurers contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss) that are higher than the limits referred to above. If these higher limits are exceeded, we can be terminated as servicer for the securitization pools.

As of March 31, 2007, no events have occurred with respect to any of the Trusts formed or acquired by us that would cause the specified credit enhancement levels to be increased or result in our termination as servicer.

Convertible Senior Notes

In September 2006, we issued $550.0 million of convertible senior notes at par in a private offering to qualified institutional buyers under Rule 144A under the Securities Act of 1933, of which $275.0 million are due in 2011 bearing interest at a rate of 0.75% per annum and $275.0 million are due in 2013 bearing interest at a rate of 2.125% per annum. Interest on the notes is payable semiannually. Subject to certain conditions, the notes, which are uncollateralized, may be converted prior to maturity into shares of our common stock at an initial conversion price of $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. Upon conversion, the conversion value will be paid in: 1) cash equal to the principal amount of the notes and 2) to the extent the conversion value exceeds the principal amount of the notes, shares of our common stock. The notes are convertible only in the following circumstances: 1) if the closing sale price of our common stock exceeds 130% of the conversion price during specified periods set forth in the indentures under which the notes were issued, 2) if the average trading price per $1,000 principal amount of the notes is less than or equal to 98% of the average conversion value of the notes during specified periods set forth in the indentures under which the notes were issued or 3) upon the occurrence of

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specific corporate transactions set forth in the indentures under which the notes were issued. In connection with the issuance of the notes, we filed a shelf registration statement relating to the resale of the notes, the subsidiary guarantees and the shares of common stock into which the notes are convertible. If the registration statement ceases to remain effective, we will be required to pay additional interest to the noteholders during the time that the registration statement is not effective at a rate of 0.5% per annum through September 2008.

In connection with the issuance of these convertible senior notes, we used net proceeds of $246.8 million to purchase 10,109,500 shares of our common stock.

In conjunction with the issuance of the convertible senior notes, we purchased call options that entitle us to purchase shares of our common stock in an amount equal to the number of shares issued upon conversion of the notes at $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. These call options are expected to allow us to offset the dilution of our shares if the conversion feature of the convertible senior notes is exercised.

We also sold warrants to purchase 9,796,408 shares of our common stock at $35 per share and 9,012,713 shares of our common stock at $40 per share for the notes due in 2011 and 2013, respectively. In no event are we required to deliver a number of shares in connection with the exercise of these warrants in excess of twice the aggregate number of shares initially issuable upon the exercise of the warrants.

We have analyzed the conversion feature, call option and warrant transactions under Emerging Issues Task Force Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to and Potentially Settled In a Company’s Own Stock,” and determined they meet the criteria for classification as equity transactions. As a result, both the cost of the call options and the proceeds of the warrants are reflected in additional paid-in capital on our consolidated balance sheets, and we will not recognize subsequent changes in their fair value.

Stock Repurchases

On September 12, 2006, we announced the approval of another stock repurchase plan by our Board of Directors. The stock repurchase plan authorizes 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.

During the nine months ended March 31, 2007 and 2006, we repurchased 13,462,430 shares of our common stock at an average cost of $24.06 per share and 17,354,274 shares of our common stock at an average cost of $24.24 per share, respectively. We did not repurchase any stock during the three months ended March 31, 2007.

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As of April 30, 2007, we had repurchased $1,246.8 million of our common stock since April 2004 and we had remaining authorization to repurchase $300.0 million of our common stock.

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 subsidiary 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

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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 interest rate cap agreements 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 sold by us 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

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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 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 a portion of our two most recent securitization transactions. These interest rate swap agreements are designated and qualify as cash flow hedges.

CURRENT ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards No. 157

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. SFAS 157 requires companies to disclose the fair value of its financial instruments according to a fair value hierarchy. Additionally, companies are required to provide certain disclosures regarding instruments within the hierarchy, including a reconciliation of the beginning and ending balances for each major category of assets and liabilities. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for our fiscal year ending June 30, 2009. Management is currently evaluating the impact of the statement; however it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

Statement of Financial Accounting Standards No. 159

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), which provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. SFAS 159 also amends SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” by providing the option to record unrealized gains and losses on held-for-sale and held-to-maturity securities currently. SFAS 159 is effective for our fiscal year ending June 30, 2009. Management is currently evaluating the impact of the statement; however it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

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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,” “will,” “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, 2006. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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. 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 accumulated and 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 March 31, 2007. Based on their evaluation, they have concluded, to the best of their knowledge and belief, that the disclosure controls and procedures are effective.

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Internal Control Over Financial Reporting

There were no changes made in our internal control over financial reporting during the three months ended March 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. 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.

On February 27, 2003, we were served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. A second shareholder derivative action was filed in the District Court of Tarrant County, Texas 48^th Judicial District, on August 19, 2003, entitled David Harris, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. Both of these shareholder derivative actions allege, among other complaints, that certain of our officers and directors breached their respective fiduciary duties by causing us to make improper deferments, violate federal and state securities laws and issue misleading financial statements. The substantive allegations include, among other things, that deferments were improperly granted by us to avoid

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delinquency triggers in securitization transactions and enhance cash flows and to incorrectly report charge-offs and delinquency percentages, thereby causing us to misrepresent our financial performance. A special litigation committee (“SLC”) of the Board of Directors was created to investigate the claims in the derivative actions. In September 2005, the SLC completed its investigation of the claims made by the derivative plaintiffs in Rosenthal and Harris and rendered its decision that continuation of the derivative proceeding is not in our best interests. Accordingly, we filed a Motion to Dismiss each derivative complaint. On August 21, 2006, the federal court entered an Order dismissing the Rosenthal case, with prejudice. The judgment of dismissal is now final. On January 3, 2007, the state court orally granted our motion to dismiss the Harris case, and entered a written order dismissing the Harris case on February 26, 2007. The plaintiff in Harris did not appeal the order of dismissal and the matter is now final.

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, 2006, 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 materially and adversely affect our business, financial condition and/or operating results.

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

During the three months ended March 31, 2007, we had no share repurchases.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

Not Applicable

Item 5. OTHER INFORMATION

Not Applicable

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Item 6. EXHIBITS

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

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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: May 9, 2007	By:	/s/ Chris A. Choate
		(Signature)
		Chris A. Choate
		Executive Vice President, Chief Financial Officer and Treasurer

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