General Motors Financial (ACF) 10-Q 2009 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, 2009

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 105 of Regulation S-T during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    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	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller Reporting Company	¨

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

There were 132,820,107 shares of common stock, $0.01 par value outstanding as of April 30, 2009.

AMERICREDIT CORP.

INDEX TO FORM 10-Q

			Page
Part I.	FINANCIAL INFORMATION
	Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	3
		Consolidated Balance Sheets – March 31, 2009 and June 30, 2008	3
		Consolidated Statements of Operations and Comprehensive Operations – Three and Nine Months Ended March 31, 2009 and 2008	4
		Consolidated Statements of Cash Flows – Nine Months Ended March 31, 2009 and 2008	5
		Notes to Consolidated Financial Statements	6
	Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	61
	Item 4.	CONTROLS AND PROCEDURES	61
Part II.	OTHER INFORMATION
	Item 1.	LEGAL PROCEEDINGS	62
	Item 1A.	RISK FACTORS	62
	Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	62
	Item 3.	DEFAULTS UPON SENIOR SECURITIES	63
	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	63
	Item 5.	OTHER INFORMATION	63
	Item 6.	EXHIBITS	63
SIGNATURE			64

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Part I. FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

	March 31, 2009			June 30, 2008
ASSETS
Cash and cash equivalents	$	120,931		$	433,493
Finance receivables, net		10,983,331			14,030,299
Restricted cash – securitization notes payable		899,105			982,670
Restricted cash – credit facilities		234,054			259,699
Property and equipment, net		46,764			55,471
Leased vehicles, net		169,178			210,857
Deferred income taxes		122,262			317,319
Income tax receivable		202,817			22,897
Investment in money market fund		13,232
Other assets		196,216			234,505
Total assets	$	12,987,890		$	16,547,210
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities	$	1,782,716		$	2,928,161
Securitization notes payable		8,301,785			10,420,327
Senior notes		91,620			200,000
Convertible senior notes		486,150			750,000
Funding payable		6,097			21,519
Accrued taxes and expenses		158,115			216,387
Other liabilities		147,605			113,946
Total liabilities		10,974,088			14,650,340
Commitments and contingencies (Note 10)
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; 350,000,000 shares authorized; 134,589,945 and 118,766,250 shares issued		1,346			1,188
Additional paid-in capital		180,724			42,336
Accumulated other comprehensive loss		(27,084	)		(6,404	)
Retained earnings		1,895,299			1,912,684
		2,050,285			1,949,804
Treasury stock, at cost (1,811,864 and 2,454,534 shares)		(36,483	)		(52,934	)
Total shareholders’ equity		2,013,802			1,896,870
Total liabilities and shareholders’ equity	$	12,987,890		$	16,547,210

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

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AMERICREDIT CORP.

Consolidated Statements of Operations and Comprehensive Operations

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2009			2008			2009			2008
Revenue
Finance charge income	$	452,186		$	595,743		$	1,483,719		$	1,820,300
Other income		29,191			42,999			90,893			124,370
Gain on retirement of debt		14,442						53,309
		495,819			638,742			1,627,921			1,944,670
Costs and expenses
Operating expenses		76,278			100,016			244,877			308,065
Depreciation expense – leased vehicles		13,694			9,679			36,765			24,112
Provision for loan losses		234,816			250,659			797,703			851,817
Interest expense		143,085			208,084			557,194			633,378
Restructuring charges, net		7,810			9,150			10,465			8,857
		475,683			577,588			1,647,004			1,826,229
Income (loss) before income taxes		20,136			61,154			(19,083	)		118,441
Income tax provision (benefit)		10,303			22,989			(1,698	)		37,547
Net income (loss)		9,833			38,165			(17,385	)		80,894
Other comprehensive income (loss)
Unrealized losses on credit enhancement assets											(232	)
Unrealized gains (losses) on cash flow hedges		24,080			(61,262	)		(27,614	)		(143,288	)
Foreign currency translation adjustment		(2	)		(2,609	)		(5,922	)		3,935
Income tax (provision) benefit		(9,034	)		22,783			12,856			53,614
Other comprehensive income (loss)		15,044			(41,088	)		(20,680	)		(85,971	)
Comprehensive income (loss)	$	24,877		$	(2,923	)	$	(38,065	)	$	(5,077	)
Earnings (loss) per share
Basic	$	0.07		$	0.33		$	(0.14	)	$	0.70
Diluted	$	0.07		$	0.31		$	(0.14	)	$	0.65
Weighted average shares
Basic		131,914,885			114,692,272			122,697,685			114,850,727
Diluted		133,982,994			126,728,797			122,697,685			127,244,120

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,
	2009			2008
Cash flows from operating activities
Net (loss) income	$	(17,385	)	$	80,894
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		83,291			58,683
Accretion and amortization of loan fees		15,903			20,120
Provision for loan losses		797,703			851,817
Deferred income taxes		221,025			(71,019	)
Stock-based compensation expense		11,238			15,402
Amortization of warrants		43,017
Gain on retirement of debt		(54,064	)
Other		3,641			5,898
Changes in assets and liabilities:
Other assets		(195,918	)		(41,823	)
Accrued taxes and expenses		(45,988	)		2,912
Net cash provided by operating activities		862,463			922,884
Cash flows from investing activities:
Purchases of receivables		(1,112,143	)		(5,475,655	)
Principal collections and recoveries on receivables		3,312,854			4,729,917
Purchases of property and equipment		(948	)		(7,719	)
Net purchases of leased vehicles					(192,449	)
Investment in money market fund		(115,821	)
Proceeds from money market fund		99,114
Change in restricted cash – securitization notes payable		83,565			4,463
Change in restricted cash – credit facilities		24,205			(87,926	)
Change in other assets		25,216			(8,030	)
Net cash provided (used) by investing activities		2,316,042			(1,037,399	)
Cash flows from financing activities:
Net change in credit facilities		(1,125,534	)		876,422
Issuance of securitization notes payable		1,000,000			3,500,000
Payments on securitization notes payable		(3,111,096	)		(4,560,947	)
Retirement of convertible senior notes		(224,723	)
Debt issuance costs		(32,039	)		(13,337	)
Repurchase of common stock					(127,901	)
Proceeds from issuance of common stock		1,271			14,051
Other net changes		(3,207	)		(587	)
Net cash used by financing activities		(3,495,328	)		(312,299	)
Net decrease in cash and cash equivalents		(316,823	)		(426,814	)
Effect of Canadian exchange rate changes on cash and cash equivalents		4,261			685
Cash and cash equivalents at beginning of period		433,493			910,304
Cash and cash equivalents at end of period	$	120,931		$	484,175

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, 2009, and for the three and nine months ended March 31, 2009 and 2008, are unaudited, and in management’s opinion include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Certain prior year amounts have been reclassified to conform to the current year presentation. The results for interim periods are not necessarily indicative of results for a full year.

The interim period consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles (“GAAP”) in the United States of America. These interim period financial statements should be read in conjunction with our consolidated financial statements that are included in our Annual Report on Form 10-K for the year ended June 30, 2008.

Revenue Recognition

Finance Charge Income

Finance charge income related to finance receivables is recognized using the interest method. Accrual of finance charge income is suspended on accounts that are more than 60 days delinquent, accounts in bankruptcy, and accounts in repossession. Fees and commissions received and direct costs of originating loans are deferred and amortized over the term of the related finance receivables using the interest method and are removed from the consolidated balance sheets when the related finance receivables are sold, charged off or paid in full.

Recent Developments

We anticipate a number of factors will continue to adversely affect our liquidity in calendar 2009: (i) higher credit enhancement levels in any securitization transactions we may execute caused by a reduction in excess spread due to a higher cost of funds and credit deterioration we are experiencing in our portfolio, (ii) unprecedented disruptions in the capital markets making the execution of

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securitization transactions more challenging and expensive, (iii) decreasing cash distributions from our securitization Trusts due to weaker credit performance (iv) the repayment of our lease warehouse facility upon its maturity in June 2009 and (v) the restructuring of our credit facilities discussed below.

Throughout calendar year 2008 and the first part of calendar 2009, we have revised our operating plans in an effort to preserve and strengthen our capital and liquidity position and to maintain sufficient capacity on our credit facilities to fund new loan originations until capital market conditions improve for securitization transactions. Under these revised plans, we increased the minimum credit score requirements and tightened loan structures for new loan originations, decreased our originations infrastructure by closing and consolidating credit center locations, selectively decreased the number of dealers from whom we purchase loans and reduced originations and support function headcounts. We have discontinued new originations in our direct lending, leasing and specialty prime platforms, certain partner relationships, and in Canada. Our origination target has been reduced to approximately $200 million to $250 million per quarter. We recognized restructuring charges of $10.5 million during the nine months ended March 31, 2009.

On March 5, 2009, we amended and extended our master warehouse facility. The amendment, which was approved by all ten active lenders in the facility, reduced the size of the facility to $1,110.4 million from $2,245.0 million, and extended the revolving period to March 2010 from October 2009. We also amended certain covenants under the facility, including: (i) increasing the maximum rolling six-month annualized portfolio net loss ratio to 10.0% through October 2009, 12.0% through December 2009, 12.25% through March 2010 and 12.0% thereafter, (ii) removing the 364-day aging limitation on pledged receivables and (iii) lowering the minimum interest coverage requirement to 1.05 times earnings before interest, taxes, depreciation and amortization, except for the September 2009, December 2009 and March 2010 quarters, when it will be set at 0.75 times earnings before interest, taxes, depreciation and amortization. In conjunction with the amendment, the advance rate on the master warehouse facility declined immediately from approximately 85% to approximately 80% and will gradually decrease to approximately 68% by February 2010.

Additionally, we amended the rolling six-month annualized portfolio net loss ratio covenant in our medium term note facility to levels consistent with changes in the master warehouse facility.

As of March 31, 2009, we are in compliance with all warehouse covenants.

We believe we have sufficient liquidity and warehouse capacity to operate through calendar 2009. With the amendment of our master warehouse facility and reduction in new loan originations we do not anticipate having to access the securitization market again until the first half of calendar year 2010.

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Recent Accounting Pronouncements and Accounting Changes

In December 2008, the Financial Accounting Standards Board (“FASB”) issued Financial Staff Position (“FSP”) Financial Accounting Standard No. 140-4 and FASB Interpretation 46(R)-8,Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (“FSP FAS 140-4” and “FIN 46(R)-8”). The document increases disclosure requirements for public companies and is effective for reporting periods (interim and annual) that end after December 15, 2008. The adoption of FSP FAS 140-4 and FIN 46(R)-8 did not have a significant impact on our consolidated financial statements.

In January 2009, the FASB issued FSP EITF 99-20-1,Amendments to the Impairment Guidance of EITF Issue No. 99-20 (“FSP EITF 99-20-1”). FSP EITF 99-20-1 amends the impairment guidance in EITF Issue No. 99-20,Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets (“EITF 99-20”), to achieve more consistent determination of whether an other-than-temporary impairment has occurred and making the guidance consistent between EITF 99-20 and Statement of Financial Accounting Standards (“SFAS”) No. 115,Accounting for Certain Investments in Debt and Equity Securities. FSP EITF 99-20-1 is effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. The adoption of FSP EITF 99-20-1 did not have a significant impact on our consolidated financial statements.

In the third quarter of fiscal 2009, we adopted SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The adoption of SFAS No. 161 does not affect our consolidated financial condition, results of operations or cash flows, but requires additional disclosures for our derivative and hedging activities. See Note 8 – “Derivative Financial Instruments and Hedging Activities” for further details on our derivative instruments.

In April 2009, the FASB issued FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157,Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. We do not anticipate the adoption of FSP 157-4 will have a significant impact on our consolidated financial statements or the fair values of our financial assets and liabilities.

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In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2,Recognition and Presentation of Other-Than-Temporary Impairments (“FSP 115-2 and 124-2”). FSP 115-2 and 124-2 amends the guidance on other-than-temporary impairment for debt securities and modifies the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP is effective for interim and annual periods ending after June 15, 2009. We are currently evaluating the impact of FSP 115-2 and 124-2 on our consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial Instruments(“FSP 107-1 and 28-1”). This FSP requires disclosure about fair value of financial instruments in interim periods, as well as annual financial statements. FSP 107-1 and 28-1 is effective for interim periods ending after June 15, 2009. We do not anticipate the adoption of FSP 107-1 and 28-1 will have a significant impact on our consolidated financial statements.

NOTE 2 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

	March 31, 2009			June 30, 2008
Finance receivables unsecuritized, net of fees	$	2,584,414		$	3,572,214
Finance receivables securitized, net of fees		9,316,909			11,409,198
Less nonaccretable acquisition fees		(22,996	)		(42,802	)
Less allowance for loan losses		(894,996	)		(908,311	)
	$	10,983,331		$	14,030,299

Finance receivables securitized represent receivables transferred to our special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $1,959.8 million and $3,327.3 million pledged under our credit facilities as of March 31, 2009, and June 30, 2008, respectively.

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

The accrual of finance charge income has been suspended on $592.9 million and $728.8 million of delinquent finance receivables as of March 31, 2009, and June 30, 2008, respectively.

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

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2009			2008			2009			2008
Balance at beginning of period	$	28,359		$	75,866		$	42,802		$	120,425
Purchase of receivables											109
Net charge-offs		(5,363	)		(31,676	)		(19,806	)		(76,344	)
Balance at end of period	$	22,996		$	44,190		$	22,996		$	44,190
A summary of the allowance for loan losses is as follows (in thousands):
	Three Months Ended March 31,						Nine Months Ended March 31,
	2009			2008			2009			2008
Balance at beginning of period	$	894,617		$	839,352		$	908,311		$	699,663
Provision for loan losses		234,816			250,659			797,703			851,817
Net charge-offs		(234,437	)		(234,695	)		(811,018	)		(696,164	)
Balance at end of period	$	894,996		$	855,316		$	894,996		$	855,316

NOTE 3 – SECURITIZATIONS

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

	Three Months Ended March 31,				Nine Months Ended March 31,
	2009		2008		2009		2008
Receivables securitized					$	1,289,082	$	3,713,833
Net proceeds from securitization						1,000,000		3,500,000
Servicing fees:
Sold	$	7	$	13		23		156
Secured financing(a)		59,966		75,920		184,751		238,939
Distributions:
Sold								7,466
Secured financing		58,822		120,105		343,134		548,944

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

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As of March 31, 2009 and June 30, 2008, we were servicing $9,319.2 million and $11,413.0 million, respectively, of finance receivables that have been transferred or sold to securitization Trusts.

In April 2008, we entered into a one year, $2 billion forward purchase commitment agreement with Deutsche Bank AG, Cayman Islands Branch (“Deutsche”). Under this agreement and subject to certain terms, Deutsche committed to purchase triple-A rated asset-backed securities issued by our sub-prime AmeriCredit Automobile Receivables Trust (“AMCAR”) securitization platform in registered public offerings. We utilized $752.8 million of the commitment in conjunction with the execution of our AMCAR 2008-1 and 2008-2 transactions. We paid $20.0 million of upfront commitment fees and issued a warrant to purchase up to 7.5 million shares of our common stock in connection with the agreement. Effective December 19, 2008, we executed a letter agreement with Deutsche whereby the parties mutually agreed to terminate the forward purchase commitment agreement. The remaining unamortized warrant cost of $14.3 million and unamortized commitment fees of $5.8 million at the termination date were amortized to interest expense during the three months ended December 31, 2008. See Note 11 — “Warrants” for a discussion of warrants issued by us in connection with this transaction.

In September 2008, we entered into agreements with Wachovia Capital Markets, LLC and Wachovia Bank, National Association (together, “Wachovia”), to establish two funding facilities under which Wachovia would provide total funding of $117.7 million, during the one year term of the facilities, secured by asset-backed securities as collateral. In conjunction with our AMCAR 2008-1 transaction, we obtained funding under these facilities of $48.9 million by pledging double-A rated asset-backed securities (the “Class B Notes”) as collateral and $68.8 million by pledging single-A rated asset-backed securities (the “Class C Notes”) as collateral. Under these funding facilities, we retained the Class B Notes and the Class C Notes issued in the transaction and then sold the retained notes to a special purpose subsidiary, which in turn pledged such retained notes as collateral to secure the funding under the two facilities. Currently, the facilities are fully utilized. At the end of the one year term, the facilities, if not renewed, will amortize in accordance with the securitization transaction until paid off. We paid $1.9 million of upfront commitment fees in connection with these facilities, which are being amortized to interest expense over the one year term of the facilities. Unamortized costs of $1.1 million, as of March 31, 2009, are included in other assets on the consolidated balance sheets. See Note 11—“Warrants” for a discussion of warrants issued by us in connection with this transaction.

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In November 2008, we entered into a purchase agreement with Fairholme Funds, Inc. (“Fairholme”) under which Fairholme purchased $123.2 million of asset-backed securities, consisting of $50.6 million of Class B Notes and $72.6 million of Class C Notes in the AMCAR 2008-2 transaction. We also issued 15,122,670 shares of our common stock to Fairholme, in a non-cash transaction, in exchange for $108.4 million of our Senior Notes due 2015, held by Fairholme, at a price of $840 per $1,000 principal amount of the notes. We recognized a gain of $15.5 million on retirement of debt in the exchange. Fairholme and its affiliates held approximately 19.8% of our outstanding common stock prior to the issuance of the shares described above.

NOTE 4 – INVESTMENT IN MONEY MARKET FUND

We had an investment of $115.8 million in the Reserve Primary Money Market Fund (“the Reserve Fund”), a money market fund which has suspended redemptions and is in the process of liquidating its portfolio of investments. In mid-September 2008, the net asset value of the Reserve Fund decreased below $1 per share as a result of the trustees of the Reserve Fund valuing their investments in Lehman Brothers Holdings Inc. (“LBHI”) debt securities held by the Reserve Fund at zero. Because redemptions of the fund have been suspended and are not readily convertible to cash, we reclassified this investment on our balance sheet from cash equivalents to other assets. We recognized an other-than-temporary impairment of $3.5 million, at September 30, 2008, by valuing the asset at the estimated net asset value of $0.97 per share as published by the Reserve Fund. As each security in the portfolio matures or additional liquidity becomes available within the fund, the Reserve Fund has indicated that interim distributions will be made to the investors in the fund on a pro rata basis. Changes in market conditions could result in further adjustments to the fair value of this investment. We have received $99.1 million as of March 31, 2009 and $5.2 million subsequent to March 31, 2009, as partial distributions from the Reserve Fund.

NOTE 5 – CREDIT FACILITIES

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

	March 31, 2009		June 30, 2008
Master warehouse facility	$	655,524	$	1,470,335
Medium term note facility		750,000		750,000
Call facility				156,945
Prime/Near prime facility		283,737		424,669
Canadian facility				126,212
Leasing warehouse facility		93,455
	$	1,782,716	$	2,928,161

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Further detail regarding terms and availability of the credit facilities as of March 31, 2009, follows (in thousands):

Maturity(a)	Facility Amount		Advances Outstanding		Assets Pledged(c)		Restricted Cash Pledged(d)
Master warehouse facility:
March 2010	$	1,110,399	$	655,524	$	767,560	$	54,576
Medium term note facility:
October 2009(b)		750,000		750,000		830,478		95,857
Prime/Near prime facility:
September 2009		350,000		283,737		361,753		7,320
Leasing warehouse facility:
June 2009		100,000		93,455		148,794		1,342
	$	2,310,399	$	1,782,716	$	2,108,585	$	159,095

(a) Because the facilities are non-recourse to us, the outstanding debt balance at maturity will generally be repaid over time based on the amortization of receivables pledged. The lease facility must be repaid in full at its maturity.

(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) The warehouse facilities are collateralized by finance receivables, while the leasing facility is collateralized by leased assets.

(d) These amounts do not include cash collected on finance receivables pledged of $75.0 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

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and are not available to our creditors or our other subsidiaries. Advances under the funding agreements bear interest at commercial paper, London Interbank Offered Rates (“LIBOR”) or prime rates plus specified fees depending upon the source of funds provided by the agents.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, certain funding agreements contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements, and/or remove us as servicer. As of March 31, 2009, we were in compliance with all covenants in our credit facilities. See Note 1 – “Summary of Significant Accounting Policies – Recent Developments” for further discussion.

On March 5, 2009, we amended and extended the master warehouse facility. The amendment, among other items, reduced the size of the facility to $1,110.4 million from $2,245.0 million and extended the revolving period to March 2010 from October 2009. See Note 1 – “Summary of Significant Accounting Policies – Recent Developments” for further discussion.

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

The Canadian facility was paid off in February 2009.

In February 2009, the prime/near prime facility was reduced in size to $350.0 million from $450.0 million. Subsequent to March 31, 2009, the facility was amended to end the revolving period and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged.

Debt issuance costs are being amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $23.2 million and $6.0 million as of March 31, 2009 and June 30, 2008, respectively, are included in other assets on the consolidated balance sheets.

NOTE 6 – SECURITIZATION NOTES PAYABLE

Securitization notes payable represents debt issued by us in securitization transactions accounted for as secured financings. Debt issuance costs are being amortized over the expected term of the securitizations; accordingly, unamortized costs of $16.4 million and $19.3 million as of March 31, 2009 and June 30, 2008, respectively, are included in other assets on the consolidated balance sheets.

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Securitization notes payable as of March 31, 2009, consists of the following (dollars in thousands):

Transaction	Maturity Date (b)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged		Note Balance
2004-D-F	July 2011	$	750,000	3.1	%	$	66,121	$	61,113
2005-A-X	October 2011		900,000	3.7	%		98,207		88,911
2005-1	May 2011		750,000	4.5	%		94,341		68,941
2005-B-M	May 2012		1,350,000	4.1	%		213,549		188,781
2005-C-F	June 2012		1,100,000	4.5	%		208,153		186,705
2005-D-A	November 2012		1,400,000	4.9	%		313,339		282,508
2006-1	May 2013		945,000	5.3	%		240,391		186,099
2006-R-M	January 2014		1,200,000	5.4	%		565,838		508,038
2006-A-F	September 2013		1,350,000	5.6	%		461,693		418,024
2006-B-G	September 2013		1,200,000	5.2	%		473,351		430,248
2007-A-X	October 2013		1,200,000	5.2	%		541,813		496,799
2007-B-F	December 2013		1,500,000	5.2	%		781,857		715,348
2007-1	March 2016		1,000,000	5.4	%		480,652		478,778
2007-C-M	April 2014		1,500,000	5.5	%		889,217		812,035
2007-D-F	June 2014		1,000,000	5.5	%		645,179		591,802
2007-2-M	March 2016		1,000,000	5.3	%		622,344		588,119
2008-A-F	October 2014		750,000	6.0	%		708,554		566,382
2008-1	January 2015		500,000	8.7	%		571,053		433,330
2008-2	April 2015		500,000	10.5	%		600,318		445,513
BV2005-LJ-1 (a)	May 2012		232,100	5.1	%		30,470		31,746
BV2005-LJ-2 (a)	February 2014		185,596	4.6	%		30,021		31,311
BV2005-3 (a)	June 2014		220,107	5.1	%		47,751		49,506
LB2004-C (a)	July 2011		350,000	3.5	%		31,274		30,184
LB2005-A (a)	April 2012		350,000	4.1	%		46,951		48,494
LB2005-B (a)	June 2012		350,000	4.4	%		64,238		62,800
LB2006-A (a)	May 2013		450,000	5.4	%		117,543		111,093
LB2006-B (a)	September 2013		500,000	5.2	%		162,662		167,169
LB2007-A	January 2014		486,000	5.0	%		210,029		222,008
		$	23,018,803			$	9,316,909	$	8,301,785

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

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

At the time of securitization of finance receivables, we are required to pledge assets equal to a specified percentage of the securitization pool to support the securitization transaction. Typically, the assets pledged consist of cash deposited to a restricted account and additional receivables delivered to the Trust, which create overcollateralization. The securitization transactions require the percentage of assets pledged to support the transaction to increase until a specified level is attained. Excess cash flows generated

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by the Trusts are added to the restricted cash account or used to pay down outstanding debt in the Trusts, creating overcollateralization until the targeted percentage level of assets has been reached. Once the targeted percentage level of assets is reached and maintained, excess cash flows generated by the Trusts are released to us as distributions from Trusts. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also released to us as distributions from Trusts.

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

The securitization transactions insured by some of our financial guaranty insurance providers are cross-collateralized to a limited extent. In the event of a shortfall in the original target credit enhancement requirement for any of these securitization Trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall in the original target credit enhancement requirement.

At March 31, 2009, we exceeded the cumulative default ratio and cumulative net loss ratio targets in the AmeriCredit Prime Auto Receivable Trust (“APART”) 2007-2-M securitization. Excess cash flows from this Trust are being used to build higher credit enhancement instead of being distributed to us.

During fiscal 2008 and at March 31, 2009, three Long Beach Acceptance Corporation (“LBAC”) securitizations (LB2006-A, LB2006-B and LB2007-A) had delinquency ratios in excess of the targeted levels. Two of these LBAC securitizations (LB2006-B and LB2007-A) also had cumulative net loss and cumulative default ratios in excess of the targeted levels. As part of an arrangement with the insurer of these transactions, the excess cash flows from our other securitizations insured by this insurer were used to fund higher credit enhancement requirements in the LBAC Trusts which exceeded the portfolio performance ratios. The higher required credit enhancement levels in these three LBAC Trusts were reached as of June 30, 2008. One other LBAC securitization (LB2005-B) had a delinquency ratio in excess of its targeted level at March 31, 2009. Excess cash flows from this Trust are being used to build higher credit enhancement instead of being distributed to us.

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

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NOTE 7 – CONVERTIBLE SENIOR NOTES

In November 2003, we issued $200.0 million of convertible senior notes. During the three months ended September 30, 2008, we repurchased $114.7 million of these convertible notes at a small discount. During the three months ended December 31, 2008, we repurchased the remaining balance of $85.3 million of these convertible notes at a price equal to 100.25% of the principal amount of the notes redeemed.

During the three months ended December 31, 2008 we repurchased on the open market $38.9 million of convertible senior notes due in 2013 at an average price of 37.75% of the principal amount of the notes repurchased. During the three months ended March 31, 2009, we repurchased on the open market $25.0 million of our convertible senior notes due in 2011 at an average price of 41.0% of the principal amount of the notes repurchased. In connection with these repurchases, we recorded a gain on retirement of debt of $14.4 million and $37.8 million for the three and nine months ended March 31, 2009, respectively.

Subsequent to March 31, 2009, we repurchased on the open market $21.1 million of our convertible senior notes due in 2013 at a weighted average price of 55.64% of the principal amount of the notes repurchased.

Debt issuance costs relating to the convertible senior notes are being amortized to interest expense over the expected term of the notes; unamortized costs of $6.6 million and $9.6 million are included in other assets on the consolidated balance sheets as of March 31, 2009 and June 30, 2008, respectively.

NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to market risks arising from adverse changes in interest rates due to floating interest rate exposure on our credit facilities and on certain securitization notes payable.

In the normal course of business, we manage these risks through a variety of strategies, including the use of derivatives. Our interest rate swap agreements are designated as cash flow hedges on the floating rate debt of our securitization notes payable and may qualify for hedge accounting treatment, while others do not qualify and are marked to market through interest expense in our consolidated statement of operations. Cash flows from derivatives used to manage interest rate risk are classified as operating activities.

For cash flow hedges, changes in fair value are deferred in accumulated other comprehensive loss within shareholders’ equity until the underlying hedged item is recognized in net income (loss). As a result, any change in the value of our derivative instruments would be substantially offset by an opposite change in the value of the underlying hedged items. Hedging ineffectiveness and a net earnings impact occur when the change in the value of a derivative instrument does not offset the change in the value of the underlying hedged item. Ineffectiveness of our hedges is not material.

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We also use interest rate cap agreements on our credit facilities, which do not qualify for hedge accounting treatment. We account for such derivatives at market value with the resulting gains and losses reflected in net income (loss). We do not use derivative instruments for trading or speculative purposes.

We enter into arrangements with individual counterparties that we believe are creditworthy and generally settle on a net basis. In addition, we perform a quarterly assessment of our counterparty credit risk, including a review of credit ratings, credit default swap rates and potential nonperformance of the counterparty. Based on our most recent quarterly assessment of our counterparty credit risk, we consider this risk to be low.

As of March 31, 2009, and June 30, 2008, we had interest rate swap agreements with underlying notional amounts of $2,687.1 million and $3,181.5 million, respectively. The fair value of our interest rate swap agreements of $135.8 million and $72.7 million as of March 31, 2009 and June 30, 2008, respectively, are included in other liabilities on the consolidated balance sheets. Interest rate swap agreements designated as hedges had unrealized losses of $97.8 million and $70.2 million included in accumulated other comprehensive loss as of March 31, 2009, and June 30, 2008, respectively. The ineffectiveness related to the interest rate swap agreements was immaterial for the three and nine months ended March 31, 2009 and March 31, 2008, respectively. We estimate approximately $80.9 million of unrealized losses included in accumulated other comprehensive income (loss) will be reclassified into earnings within the next twelve months. As of March 31, 2009, we also have interest rate swap agreements that are not designated as hedges with fair values of $26.0 million included in other assets on the consolidated balance sheets. The change in fair value on these interest rate swap agreements that are not designated as hedges resulted in a $1.2 million and $23.5 million gain for the three and nine months ended March 31, 2009, respectively, and are included in interest expense on the consolidated statements of operations.

As of March 31, 2009, and June 30, 2008, our special purpose finance subsidiaries had purchased interest rate cap agreements with underlying notional amounts of $2,359.9 million and $3,173.3 million, respectively. As of March 31, 2009, and June 30, 2008, we had sold interest rate cap agreements with underlying notional amounts of $1,979.2 million and $3,034.3 million, respectively. The fair value of interest rate cap agreements purchased by our special purpose finance subsidiaries of $7.7 million and $36.5 million as of March 31, 2009, and June 30, 2008, respectively, are included in other assets on the consolidated balance sheets. The fair value of interest rate cap agreements sold by us of $7.7 million and $36.4 million as of March 31, 2009, and June 30, 2008, respectively, are included in other liabilities on the consolidated balance sheets.

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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, 2009, and June 30, 2008, these restricted cash accounts totaled $32.0 million and $52.8 million, respectively, and are included in other assets on the consolidated balance sheets.

On September 15, 2008, LBHI and 16 additional affiliates of LBHI (together with LBHI, “Lehman”), filed petitions in bankruptcy court. Lehman was the hedge counterparty on interest rate swaps with notional amounts of $1,089.7 million. In November 2008, we replaced Lehman as the counterparty on these interest rate swaps. Upon replacement we designated these new swaps as hedges. From the date of Lehman’s bankruptcy until the date of designation, changes in fair market value resulted in losses of $34.1 million for the nine months ended March 31, 2009, and is recorded in interest expense in the consolidated statements of operations.

The following tables present information on the effect of derivative instruments on the Consolidated Statements of Operations and Comprehensive Operations for the nine month period ended March 31, 2009 and the year ended June 30, 2008 (in thousands):

	Losses Recognized In Income (a)				Losses Recognized in Accumulated Other Comprehensive Income				Losses Reclassified From Accumulated Other Comprehensive Income into Income (b)
	March 31, 2009		June 30, 2008		March 31, 2009		June 30, 2008		March 31, 2009		June 30, 2008
Non-Designated Hedges:
Interest rate contracts	$	10,603	$	6,828
Total	$	10,603	$	6,828
Designated Hedges:
Interest rate contracts					$	85,469	$	109,039	$	57,855	$	24,635
Total					$	85,469	$	109,039	$	57,855	$	24,635

(a) Losses recognized in income are located in Interest Expense.

(b) Losses reclassified from OCI into income for effective and ineffective portions are located in Interest Expense.

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NOTE 9 – FAIR VALUES OF ASSETS AND LIABILITIES

Effective July 1, 2008, we adopted SFAS 157, which provides a framework for measuring fair value under GAAP. SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. SFAS 157 also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels.

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

A) Market approach – Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may be indicated by pricing guides, sale transactions, market trades, or other sources;

B) Cost approach – Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost); and

C) Income approach – Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

Assets and liabilities itemized below were measured at fair value:

	March 31, 2009 (in thousands)
	Fair Value Measurements Using
	Level 1	Level 2		Level 3
	Quoted Prices In Active Markets Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Investment in Money Market Fund (A)				$	13,232	$	13,232
Derivatives not designated as hedging instruments under SFAS 133:
Interest Rate Caps (A)		$	7,701				7,701
Interest Rate Swaps (C)					26,033		26,033
Total Assets		$	7,701	$	39,265	$	46,966
Liabilities
Derivatives designated as hedging instruments under SFAS 133:
Interest Rate Swaps (C)				$	135,802	$	135,802
Derivatives not designated as hedging instruments under SFAS 133:
Interest Rate Caps (A)		$	7,696				7,696
Total Liabilities		$	7,696	$	135,802	$	143,498

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Financial instruments are considered Level 1 when quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Financial instruments are considered Level 2 when inputs other than quoted prices are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Financial instruments are considered Level 3 when their values are determined using price models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation. A brief description of the valuation techniques used for our Level 3 assets and liabilities is provided below and in Note 4 – “Investment in Money Market Fund”.

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

	Assets						Liabilities
	Interest Rate Swap Agreements			Investment in Money Market Fund			Interest Rate Swap Agreements
Balance at July 1, 2008	$	3,572					$	(76,269	)
Transfers into Level 3				$	115,821
Total realized and unrealized gains
Included in earnings		23,542			(3,475	)		(34,145	)
Included in other comprehensive income								(85,469	)
Purchases, issuances and settlements		(1,081	)		(99,114	)		60,081
Balance at March 31, 2009	$	26,033		$	13,232		$	(135,802	)

Derivatives

The fair values of our interest rate caps are valued based on quoted market prices received from bank counterparties and are classified as Level 2.

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

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Guarantees of Indebtedness

The payments of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries. The carrying value of the senior notes and convertible senior notes was $577.8 million and $950.0 million as of March 31, 2009, and June 30, 2008, respectively. See guarantor consolidating financial statements in Note 16.

Limited Corporate Guarantees of Indebtedness

We guaranteed the timely payment of interest and ultimate payment of principal on the Class B and Class C asset-backed securities issued in our AMCAR 2008-2 securitization transaction, up to a maximum of $50.0 million in the aggregate.

Legal Proceedings

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

NOTE 11 – WARRANTS

In connection with the forward purchase commitment agreement with Deutsche (See Note 3 – “Securitizations”), we issued a warrant to an affiliate of Deutsche under which it may purchase up to 7.5 million shares of our common stock. The warrant may be exercised

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on or before April 15, 2015 at an exercise price of $12.01 per share. Due to the termination of the agreement with Deutsche, the total value of the warrant, $48.9 million, was fully amortized to interest expense and additional paid-in capital as of December 31, 2008.

In connection with the closing of the Wachovia funding facilities (See Note 3 - “Securitizations”), we issued a warrant to Wachovia under which they may purchase up to 1.0 million shares of common stock. The warrant may be exercised on or before September 24, 2015 at an exercise price of $13.55 per share. The total value of the warrant, $8.3 million, is being amortized to interest expense and additional paid in capital over the term of the Wachovia funding facilities. As of March 31, 2009, there was $4.1 million of unamortized cost related to the warrant.

NOTE 12 – INCOME TAXES

We had unrecognized tax benefits of $39.5 million and $57.7 million at March 31, 2009, and June 30, 2008, respectively. The decrease is primarily due to an $18 million change attributable to activity in temporary items. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate is $22.3 million and $21.7 million at March 31, 2009, and June 30, 2008, respectively, which includes the federal benefit of state taxes.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. As of July 1, 2008, accrued interest and penalties associated with uncertain tax positions was $9.5 million and $7.4 million, respectively. During the nine months ended March 31, 2009, the accruals increased by $1.8 million in potential interest and $0.9 million in potential penalties associated with uncertain tax positions.

At March 31, 2009, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by $0.2 million to $10.5 million in the next twelve months due to ongoing activities with various taxing jurisdictions that we expect may give rise to settlements or the expiration of statutes of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

During the quarter ended March 31, 2009, we applied for a change of accounting method for tax purposes under Internal Revenue Code (“IRC”) Section 475. We believe that, as a “dealer in securities” under IRC Section 475, certain of our assets must be marked-to-market for federal income tax purposes. As a result of the change, we are expecting a taxable loss for fiscal 2009 in the range of $650 to $750 million. We believe that approximately $600 million of this loss is available to be carried back to the prior two fiscal years to offset federal taxable income recognized in those years, resulting in an income tax refund receivable of approximately $202.8 million. Although this method change requires consent from the IRS, management believes it is more likely than not that consent will be granted.

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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 more likely than not, the income tax provision must be increased by recording a valuation allowance for the deferred tax assets that are estimated to be unrecoverable.

In evaluating the need for a valuation allowance, all available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. Future realization of the deferred tax assets depends in part on the existence of sufficient taxable income within the carry back and carry forward period available under the tax law. Other criteria which are considered in evaluating the need for a valuation allowance include the existence of deferred tax liabilities that can be used to realize deferred tax assets. Based upon our review of all negative and positive evidence, 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 tax assets.

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 deferred tax assets and an accompanying increase or decrease in net income (loss) in the period in which such determinations are made. Should the mix of profitability among our various subsidiaries change and/or the apportionment of a subsidiary’s income to the various states change, then the state portion of our deferred tax assets of approximately $8 million may require a valuation allowance with respect to part or all of the balance.

We file income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. The Internal Revenue Service (“IRS”) completed its examination of our fiscal 2004 and 2005 consolidated federal income tax returns in the second quarter of fiscal 2008. The returns for those years are subject to an appeals proceeding, which we anticipate will be concluded by the end of fiscal 2009. We expect the outcome of the appeals proceeding will not result in a material change to our financial position or results of operations. Our U.S. federal income tax returns prior to fiscal 2004 are closed. Foreign and U.S. state jurisdictions have statutes of limitations that generally range from three to five years. Our tax returns are currently under examination in various U.S. state jurisdictions.

Our effective income tax rate was 51.2% and 37.6% for the three months ended March 31, 2009 and 2008, respectively. The rate for the three months ended March 31, 2009, is primarily a result of increases associated with adjustments to prior year tax positions. Our effective income tax rate was 8.9% and 31.7% for the nine months ended March 31, 2009 and 2008, respectively. The rate for the nine months ended March 31, 2009, is primarily a result of increases associated with adjustments to prior year tax positions and adjustments to our deferred tax balances.

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NOTE 13 – RESTRUCTURING CHARGES

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, 2009, is as follows (in thousands):

	Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total
Balance at July 1, 2008	$	3,207		$	3,741		$	1,442		$	8,390
Cash settlements		(11,339	)		(2,593	)		(45	)		(13,977	)
Non-cash settlements								(385	)		(385	)
Additions and adjustments		8,445			1,590			430			10,465
Balance at March 31, 2009	$	313		$	2,738		$	1,442		$	4,493

NOTE 14 – 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,
	2009		2008		2009			2008
Net income (loss)	$	9,833	$	38,165	$	(17,385	)	$	80,894
Interest expense related to 2003 convertible senior notes, net of related tax effects				713					2,340
Adjusted net income (loss)	$	9,833	$	38,878	$	(17,385	)	$	83,234
Basic weighted average shares		131,914,885		114,692,272		122,697,685			114,850,727
Incremental shares resulting from assumed conversions:
Stock-based compensation and warrants		2,068,109		1,331,320					1,688,188
2003 convertible senior notes				10,705,205					10,705,205
		2,068,109		12,036,525					12,393,393
Diluted weighted average shares		133,982,994		126,728,797		122,697,685			127,244,120
Earnings (loss) per share:
Basic	$	0.07	$	0.33	$	(0.14	)	$	0.70
Diluted	$	0.07	$	0.31	$	(0.14	)	$	0.65

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

Diluted earnings per share, for the three months ended March 31, 2009, has been computed by dividing net income, by the weighted average shares and assumed incremental shares. Diluted earnings per share for the three and nine months ended March 31, 2008 has been computed by dividing net income, adjusted for interest expense (net of related tax effects) related to our convertible senior notes issued in November 2003, by the weighted average shares and assumed incremental shares. The treasury stock method was used to compute the assumed incremental shares related to our outstanding stock-based compensation and warrants and will be used to compute the assumed incremental shares related to our convertible senior notes issued in September 2006 once the average market price of the common shares exceeds the conversion price. The average market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 3.3 million shares of common stock for the three months ended March 31, 2009, and 3.0 million and 2.8 million shares of common stock for the three and nine months ended March 31, 2008, 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. The if-converted method was used to calculate the impact of our convertible senior notes issued in November 2003 on assumed incremental shares for the three and nine months ended March 31, 2008. Diluted loss per share has been computed by dividing net loss by the weighted average shares assuming no incremental shares because all potentially dilutive common stock equivalents are anti-dilutive.

NOTE 15 – SUPPLEMENTAL CASH FLOW INFORMATION

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

	Nine Months Ended March 31,
	2009		2008
Interest costs (none capitalized)	$	513,784	$	631,257
Income taxes		2,216		79,556

NOTE 16 – GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

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

26

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.

27

AmeriCredit Corp.

Consolidating Balance Sheet

March 31, 2009

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	111,934		$	8,997				$	120,931
Finance receivables, net					523,878			10,459,453					10,983,331
Restricted cash - securitization notes payable								899,105					899,105
Restricted cash - credit facilities								234,054					234,054
Property and equipment, net	$	5,610			41,154								46,764
Leased vehicles, net					5,785			163,393					169,178
Deferred income taxes		(182,281	)		280,098			24,445					122,262
Income tax receivable		166,517			36,300								202,817
Investment in money market fund					13,232								13,232
Other assets		8,094			115,188			72,934					196,216
Due from affiliates		714,037						3,745,553	$	(4,459,590	)
Investment in affiliates		1,943,234			5,494,933			587,865		(8,026,032	)
Total assets	$	2,655,211		$	6,622,502		$	16,195,799	$	(12,485,622	)	$	12,987,890
Liabilities:
Credit facilities							$	1,782,716				$	1,782,716
Securitization notes payable								8,301,785					8,301,785
Senior notes	$	91,620											91,620
Convertible senior notes		486,150											486,150
Funding payable				$	6,097								6,097
Accrued taxes and expenses		62,921			33,732			61,462					158,115
Other liabilities		718			11,610			135,277					147,605
Due to affiliates					4,459,590				$	(4,459,590	)
Total liabilities		641,409			4,511,029			10,281,240		(4,459,590	)		10,974,088
Shareholders’ equity:
Common stock		1,346			195,045					(195,045	)		1,346
Additional paid-in capital		180,724			80,547			3,113,240		(3,193,787	)		180,724
Accumulated other comprehensive (loss) income		(27,084	)		(112,940	)		61,573		51,367			(27,084	)
Retained earnings		1,895,299			1,948,821			2,739,746		(4,688,567	)		1,895,299
		2,050,285			2,111,473			5,914,559		(8,026,032	)		2,050,285
Treasury stock		(36,483	)										(36,483	)
Total shareholders’ equity		2,013,802			2,111,473			5,914,559		(8,026,032	)		2,013,802
Total liabilities and shareholders’ equity	$	2,655,211		$	6,622,502		$	16,195,799	$	(12,485,622	)	$	12,987,890

28

AmeriCredit Corp.

Consolidating Balance Sheet

June 30, 2008

(in thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	361,352		$	72,141					$	433,493
Finance receivables, net					173,077			13,857,222						14,030,299
Restricted cash - securitization notes payable								982,670						982,670
Restricted cash - credit facilities								259,699						259,699
Property and equipment, net	$	5,860			49,611									55,471
Leased vehicles, net					106,689			104,168						210,857
Deferred income taxes		19,244			311,761			(13,686	)					317,319
Income Tax Receivable					22,897									22,897
Other assets		13,180			159,267			62,058						234,505
Due from affiliates		929,349						3,911,745		$	(4,841,094	)
Investment in affiliates		1,967,775			5,908,573			544,169			(8,420,517	)
Total assets	$	2,935,408		$	7,093,227		$	19,780,186		$	(13,261,611	)	$	16,547,210
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities							$	2,928,161					$	2,928,161
Securitization notes payable								10,420,327						10,420,327
Senior notes	$	200,000												200,000
Convertible senior notes		750,000												750,000
Funding payable				$	21,561			(42	)					21,519
Accrued taxes and expenses		87,335			55,661			73,391						216,387
Other liabilities		1,203			112,743									113,946
Due to affiliates					4,841,094					$	(4,841,094	)
Total liabilities		1,038,538			5,031,059			13,421,837			(4,841,094	)		14,650,340
Shareholders’ equity:
Common stock		1,188			50,775			30,627			(81,402	)		1,188
Additional paid-in capital		42,336			75,878			3,659,102			(3,734,980	)		42,336
Accumulated other comprehensive (loss) income		(6,404	)		(21,801	)		40,602			(18,801	)		(6,404	)
Retained earnings		1,912,684			1,957,316			2,628,018			(4,585,334	)		1,912,684
		1,949,804			2,062,168			6,358,349			(8,420,517	)		1,949,804
Treasury stock		(52,934	)											(52,934	)
Total shareholders’ equity		1,896,870			2,062,168			6,358,349			(8,420,517	)		1,896,870
Total liabilities and shareholders’ equity	$	2,935,408		$	7,093,227		$	19,780,186		$	(13,261,611	)	$	16,547,210

29

AmeriCredit Corp.

Consolidating Statement of Operations

Three Months Ended March 31, 2009

(Unaudited, in Thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	15,116		$	437,070				$	452,186
Other income	$	9,055		98,424			182,796	$	(261,084	)		29,191
Gain on retirement of debt		14,442										14,442
Equity in income of affiliates		5,285		16,962					(22,247	)
		28,782		130,502			619,866		(283,331	)		495,819
Costs and expenses
Operating expenses		7,214		2,397			66,667					76,278
Depreciation expense - leased vehicles				221			13,473					13,694
Provision for loan losses				22,398			212,418					234,816
Interest expense		9,022		93,481			301,666		(261,084	)		143,085
Restructuring charges, net				7,810								7,810
		16,236		126,307			594,224		(261,084	)		475,683
Income (loss) before income taxes		12,546		4,195			25,642		(22,247	)		20,136
Income tax provision (benefit)		2,713		(1,090	)		8,680					10,303
Net income	$	9,833	$	5,285		$	16,962	$	(22,247	)	$	9,833

30

AmeriCredit Corp.

Consolidating Statement of Operations

Three Months Ended March 31, 2008

(Unaudited, in Thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	25,607		$	570,136				$	595,743
Other income	$	17,381		715,297			1,454,877	$	(2,144,556	)		42,999
Equity in income of affiliates		37,442		95,309					(132,751	)
		54,823		836,213			2,025,013		(2,277,307	)		638,742
Costs and expenses
Operating expenses		7,824		15,695			76,497					100,016
Depreciation expense - leased vehicles				9,679								9,679
Provision for loan losses				32,790			217,869					250,659
Interest expense		8,081		761,513			1,583,046		(2,144,556	)		208,084
Restructuring charges, net				9,150								9,150
		15,905		828,827			1,877,412		(2,144,556	)		577,588
Income before income taxes		38,918		7,386			147,601		(132,751	)		61,154
Income tax provision (benefit)		753		(30,056	)		52,292					22,989
Net income	$	38,165	$	37,442		$	95,309	$	(132,751	)	$	38,165

31

AmeriCredit Corp.

Consolidating Statement of Operations

Nine Months Ended March 31, 2009

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	50,102		$	1,433,617				$	1,483,719
Other income	$	28,744			753,541			1,489,645	$	(2,181,037	)		90,893
Gain on retirement of debt		53,309											53,309
Equity in (loss) income of affiliates		(8,495	)		111,728					(103,233	)
		73,558			915,371			2,923,262		(2,284,270	)		1,627,921
Costs and expenses
Operating expenses		26,878			22,736			195,263					244,877
Depreciation expense - leased vehicles					4,562			32,203					36,765
Provision for loan losses					125,153			672,550					797,703
Interest expense		68,435			819,255			1,850,541		(2,181,037	)		557,194
Restructuring charges, net					10,465								10,465
		95,313			982,171			2,750,557		(2,181,037	)		1,647,004
(Loss) income before income taxes		(21,755	)		(66,800	)		172,705		(103,233	)		(19,083	)
Income tax (benefit) provision		(4,370	)		(58,305	)		60,977					(1,698	)
Net (loss) income	$	(17,385	)	$	(8,495	)	$	111,728	$	(103,233	)	$	(17,385	)

32

AmeriCredit Corp.

Consolidating Statement of Operations

Nine Months Ended March 31, 2008

(Unaudited, in Thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	71,176		$	1,749,124				$	1,820,300
Other income	$	50,238		1,845,490			3,587,666	$	(5,359,024	)		124,370
Equity in income of affiliates		76,798		172,418					(249,216	)
		127,036		2,089,084			5,336,790		(5,608,240	)		1,944,670
Costs and expenses
Operating expenses		20,018		44,689			243,358					308,065
Depreciation expense - leased vehicles				24,112								24,112
Provision for loan losses				49,652			802,165					851,817
Interest expense		24,223		1,928,284			4,039,895		(5,359,024	)		633,378
Restructuring charges, net				8,857								8,857
		44,241		2,055,594			5,085,418		(5,359,024	)		1,826,229
Income before income taxes		82,795		33,490			251,372		(249,216	)		118,441
Income tax provision (benefit)		1,901		(43,308	)		78,954					37,547
Net income	$	80,894	$	76,798		$	172,418	$	(249,216	)	$	80,894

33

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2009

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(17,385	)	$	(8,495	)	$	111,728		$	(103,233	)	$	(17,385	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		2,565			30,427			50,299						83,291
Accretion and amortization of loan fees					(140	)		16,043						15,903
Provision for loan losses					125,153			672,550						797,703
Deferred income taxes		219,153			212			1,660						221,025
Stock-based compensation expense		11,238												11,238
Amortization of warrants		43,017												43,017
Gain on retirement of debt		(54,064	)											(54,064	)
Other		(125	)		(19,628	)		23,394						3,641
Equity in (loss) income of affiliates		8,495			(111,728	)					103,233
Changes in assets and liabilities:
Other assets		(188,160	)		1,007			(8,765	)					(195,918	)
Accrued taxes and expenses		(18,365	)		(15,536	)		(12,087	)					(45,988	)
Net cash provided by operating activities		6,369			1,272			854,822						862,463
Cash flows from investing activities:
Purchases of receivables					(1,112,143	)		(477,296	)		477,296			(1,112,143	)
Principal collections and recoveries on receivables					137,868			3,174,986						3,312,854
Net proceeds from sale of receivables					477,296						(477,296	)
Purchases of property and equipment					(948	)								(948	)
Investment in money market fund					(115,821	)								(115,821	)
Proceeds from money market fund					99,114									99,114
Change in restricted cash - securitization notes payable								83,565						83,565
Change in restricted cash - credit facilities								24,205						24,205
Change in other assets					116,979			(91,763	)					25,216
Net change in investment in affiliates		(852	)		503,119			(20,658	)		(481,609	)
Net cash (used) provided by investing activities		(852	)		105,464			2,693,039			(481,609	)		2,316,042
Cash flows from financing activities:
Net change in credit facilities								(1,125,534	)					(1,125,534	)
Issuance of securitization notes payable								1,000,000						1,000,000
Payments on securitization notes payable								(3,111,096	)					(3,111,096	)
Retirement of convertible senior notes		(224,723	)											(224,723	)
Debt issuance costs		(56	)		(2,164	)		(29,819	)					(32,039	)
Proceeds from issuance of common stock		1,271			148,939			(599,916	)		450,977			1,271
Other net changes		(3,207	)											(3,207	)
Net change in due (to) from affiliates		227,120			(501,463	)		255,295			19,048
Net cash provided (used) by financing activities		405			(354,688	)		(3,611,070	)		470,025			(3,495,328	)
Net increase (decrease) in cash and cash equivalents		5,922			(247,952	)		(63,209	)		(11,584	)		(316,823	)
Effect of Canadian exchange rate changes on cash and cash equivalents		(5,922	)		(1,466	)		65			11,584			4,261
Cash and cash equivalents at beginning of period					361,352			72,141						433,493
Cash and cash equivalents at end of period	$			$	111,934		$	8,997		$			$	120,931

34

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2008

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	80,894		$	76,798		$	172,418		$	(249,216	)	$	80,894
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		250			33,939			24,494						58,683
Accretion and amortization of loan fees					6,554			13,566						20,120
Provision for loan losses					49,652			802,165						851,817
Deferred income taxes		(108,795	)		68,526			(30,750	)					(71,019	)
Stock-based compensation expense		15,402												15,402
Other					6,660			(762	)					5,898
Equity in income of affiliates		(76,798	)		(172,418	)					249,216
Changes in assets and liabilities:
Other assets		22,730			(62,086	)		(2,467	)					(41,823	)
Accrued taxes and expenses		20,319			(10,154	)		(7,253	)					2,912
Net cash (used) provided by operating activities		(45,998	)		(2,529	)		971,411						922,884
Cash flows from investing activities:
Purchases of receivables					(5,475,655	)		(5,156,364	)		5,156,364			(5,475,655	)
Principal collections and recoveries on receivables					227,176			4,502,741						4,729,917
Net proceeds from sale of receivables					5,156,364						(5,156,364	)
Purchases of property and equipment		1,412			(9,131	)								(7,719	)
Net purchases of leased vehicles					(192,449	)								(192,449	)
Change in restricted cash - securitization notes payable					(11	)		4,474						4,463
Change in restricted cash - credit facilities								(87,926	)					(87,926	)
Change in other assets					(16,677	)		8,647						(8,030	)
Net change in investment in affiliates		(8,269	)		(1,845,800	)		(15,631	)		1,869,700
Net cash used by investing activities		(6,857	)		(2,156,183	)		(744,059	)		1,869,700			(1,037,399	)
Cash flows from financing activities:
Net change in credit facilities								876,422						876,422
Issuance of securitization notes payable								3,500,000						3,500,000
Payments on securitization notes payable								(4,560,947	)					(4,560,947	)
Debt issuance costs								(13,337	)					(13,337	)
Repurchase of common stock		(127,901	)											(127,901	)
Proceeds from issuance of common stock		14,051			12			1,867,634			(1,867,646	)		14,051
Other net changes		(586	)		(1	)								(587	)
Net change in due (to) from affiliates		163,362			1,691,975			(1,858,143	)		2,806
Net cash provided (used) by financing activities		48,926			1,691,986			(188,371	)		(1,864,840	)		(312,299	)
Net (decrease) increase in cash and cash equivalents		(3,929	)		(466,726	)		38,981			4,860			(426,814	)
Effect of Canadian exchange rate changes on cash and cash equivalents		3,929			1,609			7			(4,860	)		685
Cash and cash equivalents at beginning of period					899,386			10,918						910,304
Cash and cash equivalents at end of period	$			$	434,269		$	49,906		$			$	484,175

35

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. 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. To fund the acquisition of receivables prior to securitization, 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.

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

Excess cash flows from the Trusts are initially utilized to fund credit enhancement requirements in order to attain specific credit ratings for the asset-backed securities issued by the Trusts. Once predetermined credit enhancement requirements are reached and maintained, excess cash flows are distributed to us, or in a securitization utilizing a senior subordinated structure, may be used to accelerate the repayment of certain subordinated securities. In addition to excess cash flows, we receive monthly base servicing fees and we collect other fees, such as late charges, as servicer for securitization Trusts. For securitization transactions that involve the purchase of a financial guaranty insurance policy, credit enhancement requirements will increase if targeted portfolio performance ratios are exceeded. Excess cash flows otherwise distributable to us from Trusts in which the portfolio performance ratios were exceeded and from other Trusts which may be subject to limited cross-collateralization provisions are accumulated in the Trusts until required levels of credit enhancement are reached and maintained. Senior subordinated securitizations typically do not utilize portfolio performance ratios.

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

36

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.

Recent Developments

We anticipate a number of factors will continue to adversely affect our liquidity in calendar 2009: (i) higher credit enhancement levels in any securitization transactions we may execute caused by a reduction in excess spread due to a higher cost of funds and credit deterioration we are experiencing in our portfolio, (ii) unprecedented disruptions in the capital markets making the execution of securitization transactions more challenging and expensive, (iii) decreasing cash distributions from our securitization Trusts due to weaker credit performance (iv) the repayment of our lease warehouse facility upon its maturity in June 2009 and (v) the restructuring of our credit facilities discussed below.

Throughout calendar year 2008 and the first part of calendar 2009, we have revised our operating plans in an effort to preserve and strengthen our capital and liquidity position and to maintain sufficient capacity on our credit facilities to fund new loan originations until capital market conditions improve for securitization transactions. Under these revised plans, we increased the minimum credit score requirements and tightened loan structures for new loan originations, decreased our originations infrastructure by closing and consolidating credit center locations, selectively decreased the number of dealers from whom we purchase loans and reduced originations and support function headcounts. We have discontinued new originations in our direct lending, leasing and specialty prime platforms, certain partner relationships, and in Canada. Our origination target has been reduced to approximately $200 million to $250 million per quarter. We recognized restructuring charges of $10.5 million during the nine months ended March 31, 2009.

On March 5, 2009, we amended and extended our master warehouse facility. The amendment, which was approved by all ten active lenders in the facility, reduced the size of the facility to $1,110.4 million from $2,245.0 million, and extended the revolving period to March 2010 from October 2009. We also amended certain covenants under the facility, including: (i) increasing the maximum rolling six-month annualized portfolio net loss ratio to 10.0% through October 2009, 12.0% through December 2009, 12.25% through March 2010 and 12.0% thereafter, (ii) removing the 364-day aging limitation on pledged receivables and (iii) lowering the minimum interest coverage requirement to 1.05 times earnings before interest, taxes, depreciation and amortization, except for the September 2009, December 2009 and March 2010 quarters, when it will be set at 0.75 times earnings before interest, taxes, depreciation and amortization. In conjunction with the amendment, the advance rate on the master warehouse facility declined immediately from approximately 85% to approximately 80% and will gradually decrease to approximately 68% by February 2010.

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Additionally, we amended the rolling six-month annualized portfolio net loss ratio covenant in our medium term note facility to levels consistent with changes in the master warehouse facility.

As of March 31, 2009, we are in compliance with all warehouse covenants.

We believe we have sufficient liquidity and warehouse capacity to operate through calendar 2009. With the amendment of our master warehouse facility and reduction in new loan originations we do not anticipate having to access the securitization market again until the first half of calendar year 2010.

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2009 as compared to Three Months Ended March 31, 2008

Changes in Finance Receivables:

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

	Three Months Ended March 31,
	2009			2008
Balance at beginning of period	$	12,999,132		$	16,352,204
Loans purchased		210,064			1,303,245
Liquidations and other		(1,307,873	)		(1,835,135	)
Balance at end of period	$	11,901,323		$	15,820,314
Average finance receivables	$	12,469,678		$	16,187,675

The decrease in loans purchased during the three months ended March 31, 2009, as compared to the three months ended March 31, 2008, was primarily due to the implementation of revised operating plans.

The average new loan size decreased to $16,997 for the three months ended March 31, 2009, from $19,032 for the three months ended March 31, 2008, due to reduced purchases of prime/near prime loans under our revised operating plans as well as a decrease in the loan to value ratio. The average annual percentage rate for finance receivables purchased during the three months ended March 31, 2009, increased to 17.3% from 15.3% during the three months ended March 31, 2008, due to increased pricing necessitated by higher funding costs.

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 operations is as follows (in thousands):

	Three Months Ended March 31,
	2009			2008
Finance charge income	$	452,186		$	595,743
Other income		29,191			42,999
Interest expense		(143,085	)		(208,084	)
Net margin	$	338,292		$	430,658

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

	Three Months Ended March 31,
	2009		2008
Finance charge income	14.7	%	14.8	%
Other income	0.9		1.1
Interest expense	(4.6	)	(5.2	)
Net margin as a percentage of average finance receivables	11.0	%	10.7	%

The increase in net margin for the three months ended March 31, 2009, as compared to the three months ended March 31, 2008, was mainly a result of a decrease in interest expense due to a lower amount of average debt outstanding compared to average finance receivables.

Revenue:

Finance charge income decreased by 24.1% to $452.2 million for the three months ended March 31, 2009, from $595.7 million for the three months ended March 31, 2008, primarily due to the 23.0% decrease in average finance receivables. The effective yield on our finance receivables decreased to 14.7% for the three months ended March 31, 2009, from 14.8% for the three months ended March 31, 2008. 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.

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Other income consists of the following (in thousands):

	Three Months Ended March 31,
	2009		2008
Investment income	$	2,470	$	11,965
Leasing income		11,687		11,409
Late fees and other income		15,034		19,625
	$	29,191	$	42,999

Investment income decreased as a result of lower invested cash balances and lower investment rates.

Gain on retirement of debt for the three months ended March 31, 2009 was $14.4 million. We repurchased on the open market $25.0 million of convertible senior notes due in 2011 at an average price of 41.0%.

Costs and Expenses:

Operating Expenses

Operating expenses decreased by 23.7% to $76.3 million for the three months ended March 31, 2009, from $100.0 million for the three months ended March 31, 2008, as a result of cost savings from revised operating plans. 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 75.8% and 81.9% of total operating expenses for the three months ended March 31, 2009 and 2008, respectively.

Operating expenses as an annualized percentage of average finance receivables were 2.5% for the three months ended March 31, 2009 and 2008, respectively.

Provision for Loan losses

Provisions for loan losses are charged to operations 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, 2009 and 2008, 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 decreased to $234.8 million for the three months ended March 31, 2009, from $250.7 million for the three months ended March 31, 2008, as a result of a lower level of receivables originated during the three months ended March 31, 2009, partially offset by higher expected future losses on receivables originated in prior periods due to weaker economic conditions. As an annualized percentage of average finance receivables, the provision for loan losses was 7.6% and 6.2% for the three months ended March 31, 2009 and 2008, respectively.

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Interest Expense

Interest expense decreased to $143.1 million for the three months ended March 31, 2009, from $208.1 million for the three months ended March 31, 2008. Average debt outstanding was $11,272.5 million and $15,282.1 million for the three months ended March 31, 2009 and 2008, respectively. Our effective rate of interest paid on our debt decreased to 5.1% for the three months ended March 31, 2009, compared to 5.5% for the three months ended March 31, 2008, due to lower borrowing rates associated with the advances made under our funding agreements. The impact of higher pricing under our amended master warehouse facility was not fully recognized during the three months ended March 31, 2009 because the amendments were not executed until March 2009.

Taxes

Our effective income tax rate was 51.2% and 37.6% for the three months ended March 31, 2009 and 2008, respectively. The higher rate for the three months ended March 31, 2009, is primarily a result of increases associated with adjustments to prior year tax positions.

Other Comprehensive Income (Loss):

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

	Three Months Ended March 31,
	2009			2008
Unrealized gains (losses) on cash flow hedges	$	24,080		$	(61,262	)
Canadian currency translation adjustment		(2	)		(2,609	)
Income tax (provision) benefit		(9,034	)		22,783
	$	15,044		$	(41,088	)

Cash Flow Hedges

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

	Three Months Ended March 31,
	2009		2008
Unrealized gains (losses) related to changes in fair value	$	1,715	$	(71,314	)
Reclassification of net unrealized losses into earnings		22,365		10,052
	$	24,080	$	(61,262	)

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Unrealized gains (losses) related to changes in fair value for the three months ended March 31, 2009 and 2008, were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuate based upon changes in forward interest rate expectations.

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

Canadian Currency Translation Adjustment

Canadian currency translation adjustment losses of $2,000 and $2.6 million for the three months ended March 31, 2009 and 2008, respectively, were included in other comprehensive income (loss). The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the three months ended March 31, 2009 and 2008.

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Nine Months Ended March 31, 2009 as compared to Nine Months Ended March 31, 2008

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

	Nine Months Ended March 31,
	2009			2008
Balance at beginning of period	$	14,981,412		$	15,922,458
Loans purchased		1,110,184			5,302,754
Loans repurchased from gain on sale Trusts					18,401
Liquidations and other		(4,190,273	)		(5,423,299	)
Balance at end of period	$	11,901,323		$	15,820,314
Average finance receivables	$	13,527,449		$	16,261,870

The decrease in loans purchased during the nine months ended March 31, 2009, as compared to the nine months ended March 31, 2008, was primarily due to the implementation of revised operating plans.

The average new loan size decreased to $17,576 for the nine months ended March 31, 2009, from $19,180 for the nine months ended March 31, 2008, due to reduced purchases of prime/near prime loans under our revised operating plans as well as a decrease in the loan to value ratio. The average annual percentage rate for finance receivables purchased during the nine months ended March 31, 2009, increased to 16.9% from 15.3% during the nine months ended March 31, 2008, due to increased pricing necessitated by higher funding costs.

Net Margin:

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

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

	Nine Months Ended March 31,
	2009			2008
Finance charge income	$	1,483,719		$	1,820,300
Other income		90,893			124,370
Interest expense		(557,194	)		(633,378	)
Net margin	$	1,017,418		$	1,311,292

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

	Nine Months Ended March 31,
	2009		2008
Finance charge income	14.6	%	14.9	%
Other income	0.9		1.0
Interest expense	(5.5	)	(5.2	)
Net margin as a percentage of average finance receivables	10.0	%	10.7	%

The decrease in net margin for the nine months ended March 31, 2009, as compared to the nine months ended March 31, 2008, was mainly a result of an increase in funding costs primarily from the warrant costs and commitment fees related to the Deutsche Bank AG, Cayman Islands Branch (“Deutsche”) forward purchase agreement.

Revenue:

Finance charge income decreased by 18.5% to $1,483.7 million for the nine months ended March 31, 2009, from $1,820.3 million for the nine months ended March 31, 2008, primarily due to the 16.8% decrease in average finance receivables. The effective yield on our finance receivables decreased to 14.6% for the nine months ended March 31, 2009, from 14.9% for the nine months ended March 31, 2008. 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.

Other income consists of the following (in thousands):

	Nine Months Ended March 31,
	2009		2008
Investment income	$	14,809	$	47,526
Leasing income		35,435		28,592
Late fees and other income		40,649		48,252
	$	90,893	$	124,370

Investment income decreased as a result of lower invested cash balances and lower investment rates combined with a $3.5 million loss on our investment in the Reserve Primary Money Market Fund (“the Reserve Fund”).

Gain on retirement of debt for the nine months ended March 31, 2009 was $53.3 million. We repurchased on the open market, $38.9 million of convertible senior notes due in 2013 at an average price of 37.75%, $114.7 million of convertible senior notes due in 2023 at an average price of 98.90% and $25.0 million of convertible senior notes due in 2011 at an average price of 41.0%. In connection with these repurchases, we recorded a gain on retirement of debt of $37.8 million. We also issued 15,122,670 shares of our common

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stock to Fairholme Funds Inc. (“Fairholme”), in a non-cash transaction, in exchange for $108.4 million of our Senior Notes due 2015, held by Fairholme, at a price of $840 per $1,000 principal amount of the Notes. We recognized a gain of $15.5 million on retirement of debt in the exchange. Fairholme and its affiliates held approximately 19.8% of our outstanding common stock prior to the issuance of the shares described above.

Costs and Expenses:

Operating Expenses

Operating expenses decreased by 20.5% to $244.9 million for the nine months ended March 31, 2009, from $308.1 million for the nine months ended March 31, 2008, as a result of cost savings from the revised operating plan. 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 72.7% and 79.4% of total operating expenses for the nine months ended March 31, 2009 and 2008, respectively.

Operating expenses as an annualized percentage of average finance receivables were 2.4% for the nine months ended March 31, 2009, as compared to 2.5% for the nine months ended March 31, 2008.

Provision for Loan losses

Provisions for loan losses are charged to operations 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, 2009 and 2008, 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 decreased to $797.7 million for the nine months ended March 31, 2009, from $851.8 million for the nine months ended March 31, 2008, as a result of a lower level of receivables originated during the nine months ended March 31, 2009, partially offset by higher expected future losses on receivables originated in prior periods due to weaker economic conditions. As an annualized percentage of average finance receivables, the provision for loan losses was 7.9% and 7.0% for the nine months ended March 31, 2009 and 2008, respectively.

Interest Expense

Interest expense decreased to $557.2 million for the nine months ended March 31, 2009, from $633.4 million for the nine months ended March 31, 2008. Average debt outstanding was $12,498.2 million and $15,415.6 million for the nine months ended March 31, 2009 and 2008, respectively. Our effective rate of interest paid on our debt increased to 5.9% for the nine months ended March 31, 2009, compared to 5.5% for the nine months ended March 31, 2008, due to principal paydown of older securitizations with lower interest cost and the warrant costs and commitment fees related to the early termination of the Deutsche forward purchase agreement.

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Taxes

Our effective income tax rate was 8.9% and 31.7% for the nine months ended March 31, 2009 and 2008, respectively. The lower rate for the nine months ended March 31, 2009, is primarily a result of increases associated with adjustments to prior year tax positions and adjustments to our deferred tax balances.

Other Comprehensive Loss:

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

	Nine Months Ended March 31,
	2009			2008
Unrealized losses on credit enhancement assets				$	(232	)
Unrealized losses on cash flow hedges	$	(27,614	)		(143,288	)
Canadian currency translation adjustment		(5,922	)		3,935
Income tax benefit		12,856			53,614
	$	(20,680	)	$	(85,971	)

Cash Flow Hedges

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

	Nine Months Ended March 31,
	2009			2008
Unrealized losses related to changes in fair value	$	(85,469	)	$	(149,081	)
Reclassification of net unrealized losses into earnings		57,855			5,793
	$	(27,614	)	$	(143,288	)

Unrealized losses related to changes in fair value for the nine months ended March 31, 2009 and 2008, were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuates based upon changes in forward interest rate expectations.

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

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Canadian Currency Translation Adjustment

Canadian currency translation adjustment losses of $5.9 million and gains of $3.9 million for the nine months ended March 31, 2009 and 2008, respectively, were included in other comprehensive loss. The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the nine months ended March 31, 2009 and 2008.

CREDIT QUALITY

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

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

	March 31, 2009			June 30, 2008
Principal amount of receivables, net of fees	$	11,901,323		$	14,981,412
Nonaccretable acquisition fees		(22,996	)		(42,802	)
Allowance for loan losses		(894,996	)		(908,311	)
Receivables, net	$	10,983,331		$	14,030,299
Number of outstanding contracts		943,720			1,094,915
Average carrying amount of outstanding contract (in dollars)	$	12,611		$	13,683
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		7.7	%		6.3	%

The allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables increased to 7.7% as of March 31, 2009, from 6.3% as of June 30, 2008, as a result of higher expected future losses due to weaker economic conditions and lower recovery rates on repossessed collateral.

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Delinquency

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

	March 31, 2009				March 31, 2008
	Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	716,455	6.0	%	$	833,571	5.3	%
Greater-than-60 days		351,151	3.0			361,341	2.3
		1,067,606	9.0			1,194,912	7.6
In repossession		51,308	0.4			50,159	0.3
	$	1,118,914	9.4	%	$	1,245,071	7.9	%

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

Delinquencies in finance receivables, as a percentage, were higher at March 31, 2009, as compared to March 31, 2008, as a result of weaker economic conditions and an increase in the average age or seasoning of the portfolio.

Deferrals

In accordance with our policies and guidelines, we, at times, offer payment deferrals to consumers whereby the consumer is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferments that may be granted. Additionally, we generally limit the granting of deferments on new accounts until a requisite number of payments have been received. Due to the nature of our customer base and policies and guidelines of the deferral program, approximately 50% of accounts historically comprising the managed portfolio received a deferral at some point in the life of the account.

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 finance receivables outstanding were 8.0% and 6.5% for the three months ended March 31, 2009 and 7.8% and 6.2% for the nine months ended March 31, 2009 and 2008, respectively. Contracts receiving a payment deferral increased as a result of weaker economic conditions and related budgetary stress on our consumer base.

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

	March 31, 2009		June 30, 2008
Never deferred	68.7	%	75.3	%
Deferred:
1-2 times	25.4		20.6
3-4 times	5.8		3.7
Greater than 4 times	0.1		0.4
Total deferred	31.3		24.7
Total	100.0	%	100.0	%

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

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

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Charge-offs

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

	Three Months Ended March 31,						Nine Months Ended March 31,
	2009			2008			2009			2008
Repossession charge-offs	$	458,078		$	479,857		$	1,223,480		$	1,138,266
Less: Recoveries		(178,541	)		(210,682	)		(479,147	)		(513,896	)
Mandatory charge-offs (a)		(39,737	)		(2,804	)		86,491			148,176
Net charge-offs	$	239,800		$	266,371		$	830,824		$	772,546
Net charge-offs as an annualized percentage of average receivables:		7.8	%		6.6	%		8.2	%		6.3	%
Recoveries as a percentage of gross repossession charge-offs:		39.0	%		43.9	%		39.2	%		45.2	%

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

Net charge-offs as an annualized percentage of average finance receivables outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic factors. The increase in net charge-offs for the three and nine months ended March 31, 2009, respectively as an annualized percentage of average finance receivables, as compared to the three and nine months ended March 31, 2008, respectively, was a result of weaker economic conditions combined with a decline in wholesale auction values for used cars.

LIQUIDITY AND CAPITAL RESOURCES

General

Our primary sources of cash are finance charge income, servicing fees, distributions from securitization Trusts, borrowings under credit facilities, transfers of finance receivables to Trusts in securitization transactions and collections and recoveries on finance receivables. Our primary uses of cash are purchases of finance receivables, repayment of credit facilities and securitization notes payable, funding credit enhancement requirements for securitization transactions and credit facilities, repayment of senior notes and convertible senior notes, and operating expenses.

We used cash of $1,112.1 million and $5,475.7 million for the purchase of finance receivables during the nine months ended March 31, 2009 and 2008, respectively. These purchases were funded initially utilizing cash and credit facilities and our strategy is to subsequently obtain long-term financing for these receivables in securitization transactions.

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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, 2009, credit facilities consisted of the following (in millions):

Facility Type	Maturity (a)	Facility Amount		Advances Outstanding
Master warehouse facility (b)	March 2010	$	1,110.4	$	655.5
Medium term note facility (c)	October 2009		750.0		750.0
Prime/Near prime facility (d)	September 2009		350.0		283.7
Lease warehouse facility	June 2009		100.0		93.5
		$	2,310.4	$	1,782.7

(a) Because the facilities are non-recourse to us, the outstanding debt balance at maturity will generally be repaid over time based on the amortization of receivables pledged. The lease facility must be repaid in full at its maturity.

(b) This facility was amended in March 2009 and reduced in size from $2,245.0 million to $1,110.4 million.

(c) 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.

(d) In February 2009, this facility was reduced in size to $350.0 million from $450.0 million. Subsequent to March 31, 2009, the facility was amended to end the revolving period and the outstanding debt will be repaid over time based on amortization of the receivables pledged.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, certain funding agreements contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of March 31, 2009, we were in compliance with all covenants in our credit facilities. See “Recent Developments” for further discussion.

Securitizations

We have completed 65 securitization transactions through March 31, 2009, excluding securitization Trusts entered into by Bay View Acceptance Corporation (“BVAC”) and Long Beach Acceptance Corporation (“LBAC”) prior to their acquisition by us. The proceeds from the transactions were primarily used to repay borrowings outstanding under our credit facilities.

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

Transaction	Date	Original Amount		Balance at March 31, 2009
2004-D-F	November 2004	$	750.0	$	61.1
2005-A-X	February 2005		900.0		88.9
2005-1	April 2005		750.0		68.9
2005-B-M	June 2005		1,350.0		188.8
2005-C-F	August 2005		1,100.0		186.7
2005-D-A	November 2005		1,400.0		282.5
2006-1	March 2006		945.0		186.1
2006-R-M	May 2006		1,200.0		508.0
2006-A-F	July 2006		1,350.0		418.0
2006-B-G	September 2006		1,200.0		430.3
2007-A-X	January 2007		1,200.0		496.8
2007-B-F	April 2007		1,500.0		715.4
2007-1	May 2007		1,000.0		478.8
2007-C-M	July 2007		1,500.0		812.0
2007-D-F	September 2007		1,000.0		591.8
2007-2-M	October 2007		1,000.0		588.1
2008-A-F	May 2008		750.0		566.4
2008-1	October 2008		500.0		433.3
2008-2	November 2008		500.0		445.5
BV2005-LJ-1	February 2005		232.1		31.8
BV2005-LJ-2	July 2005		185.6		31.3
BV2005-3	December 2005		220.1		49.5
LB2004-C	December 2004		350.0		30.2
LB2005-A	June 2005		350.0		48.5
LB2005-B	October 2005		350.0		62.8
LB2006-A	May 2006		450.0		111.1
LB2006-B	September 2006		500.0		167.2
LB2007-A	March 2007		486.0		222.0
Total active securitizations		$	23,018.8	$	8,301.8

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.

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Historically, we have employed 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. The financial guaranty insurers used by us in the past are facing financial stress and have been downgraded by the rating agencies due to risk exposures on insurance policies that guarantee mortgage debt and related structured products and several of the financial guaranty insurers we have utilized in the past have decided to no longer issue insurance policies on asset-backed securities. As a result, there is little demand for securities guaranteed by insurance, particularly securities backed by sub-prime collateral, and we do not anticipate utilizing this structure in the foreseeable future.

The second type of securitization structure we use and the structure we anticipate utilizing for the foreseeable future, involves the sale of subordinated asset-backed securities in order to provide credit enhancement for the senior asset-backed securities. In November 2008, we entered into a senior subordinated securitization, AmeriCredit Automobile Receivables Trust (“AMCAR”) 2008-2, that has initial cash deposit and overcollateralization requirements of 24.5%. This level of credit enhancement requires significantly greater use of our capital than in similar securitization transactions we have completed in the past. Increases or decreases to the credit enhancement level required in future securitization transactions will depend, in part, on the net interest margin of the finance receivables transferred, the collateral characteristics of the finance receivables transferred, credit performance trends of our finance receivables, our financial condition and the economic environment.

In April 2008, we entered into a one year, $2 billion forward purchase commitment agreement with Deutsche. Under this agreement and subject to certain terms, Deutsche committed to purchase triple-A rated asset-backed securities issued by our sub-prime AMCAR securitization platform in registered public offerings. We utilized $752.8 million of the commitment in conjunction with the execution of our AMCAR 2008-1 and 2008-2 transactions. We paid $20.0 million of upfront commitment fees and issued a warrant to purchase up to 7.5 million shares of our common stock in connection with the agreement. Effective December 19, 2008, we executed a letter agreement with Deutsche whereby the parties mutually agreed to terminate the forward purchase commitment agreement. The remaining unamortized warrant cost of $14.3 million and unamortized commitment fees of $5.8 million at the termination date were amortized to interest expense during the three months ended December 31, 2008.

In September 2008, we entered into agreements with Wachovia Capital Markets, LLC and Wachovia Bank, National Association (together, “Wachovia”), to establish two funding facilities under which Wachovia would provide total funding of $117.7 million, during the one year term of the facilities, secured by asset-backed securities as collateral. In conjunction with our AMCAR 2008-1 transaction, we obtained funding under these facilities of $48.9 million by pledging double-A rated asset-backed securities (the “Class B Notes”) as collateral and $68.8 million by pledging single-A rated asset-backed securities (the “Class C Notes”) as collateral. Under these funding facilities, we retained the Class B Notes and the Class C Notes issued in the transaction and then sold the retained notes

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to a special purpose subsidiary, which in turn pledged such retained notes as collateral to secure the funding under the two facilities. Currently, the facilities are fully utilized. At the end of the one year term, the facilities, if not renewed, will amortize in accordance with the securitization transaction until paid off. We paid $1.9 million of upfront commitment fees in connection with these facilities, which are being amortized to interest expense over the one year term of the facilities. Unamortized costs of $1.1 million, as of March 31, 2009, are included in other assets on the consolidated balance sheets.

In November 2008, we entered into an agreement with Fairholme under which Fairholme purchased $123.2 million of asset-backed securities, consisting of $50.6 million of Class B Notes and $72.6 million of Class C Notes in the AMCAR 2008-2 transaction. We also issued 15,122,670 shares of our common stock to Fairholme, in a non-cash transaction, in exchange for $108.4 million of our Senior Notes due 2015, held by Fairholme, at a price of $840 per $1,000 principal amount of the notes. We recognized a gain of $15.5 million on retirement of debt in the exchange.

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

	Nine Months Ended March 31,
	2009		2008
Initial credit enhancement deposits:
Restricted cash	$	25.8	$	64.0
Overcollateralization		289.1		213.8
Distributions from Trusts:
Gain on sale Trusts				7.5
Secured financing Trusts		343.1		548.9

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

The securitization transactions insured by some of our financial guaranty insurance providers are cross-collateralized to a limited extent. In the event of a shortfall in the original target credit enhancement requirement for any of these securitization Trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall in the original target credit enhancement requirement.

At March 31, 2009, we exceeded the cumulative default ratio and cumulative net loss ratio targets in the AmeriCredit Prime Auto Receivable Trust (“APART”) 2007-2-M securitization. Excess cash flows from this Trust are being use to build higher credit enhancement instead of being distributed to us.

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During fiscal 2008 and at March 31, 2009, three securitizations (LB2006-A, LB2006-B and LB2007-A) had delinquency ratios in excess of the targeted levels. Two of these LBAC securitizations (LB2006-B and LB2007-A) also had cumulative net loss and cumulative default ratios in excess of the targeted levels. As part of an arrangement with the insurer of these transactions, the excess cash flows from our other securitizations insured by this insurer were used to fund higher credit enhancement requirements in the LBAC Trusts which exceeded the portfolio performance ratios. The higher required credit enhancement levels in these three LBAC Trusts were reached as of June 30, 2008. One other LBAC securitization (LB2005-B) had a delinquency ratio in excess of its targeted level at March 31, 2009. Excess cash flows from this Trust are being used to build higher credit enhancement instead of being distributed to us.

The agreements that we enter into with our financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss) that are higher than the limits referred to above. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured Trust were to exceed these additional levels, provisions of the agreements permit the financial guaranty insurance providers to terminate our servicing rights to the receivables sold to that Trust. In addition, the servicing agreements on certain insured securitization Trusts are cross-defaulted so that a default under one servicing agreement would allow the financial guaranty insurance provider to terminate our servicing rights under all servicing agreements for securitization Trusts in which they issued a financial guaranty insurance policy. Additionally, if these higher targeted portfolio performance levels were exceeded, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them as additional credit enhancement. This, in turn, could result in defaults under our other securitizations and other material indebtedness. Although we have never exceeded these additional targeted portfolio performance ratios, and do not anticipate violating any event of default triggers for our securitizations, there can be no assurance that our servicing rights with respect to the automobile receivables in such Trusts or any other Trusts will not be terminated if (i) such targeted portfolio performance ratios are breached, (ii) we breach our obligations under the servicing agreements, (iii) the financial guaranty insurance providers are required to make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of March 31, 2009, no such termination events have occurred with respect to any of the Trusts formed by us.

Convertible Senior Notes

In November 2003, we issued $200.0 million of convertible senior notes. During the three months ended September 30, 2008, we repurchased $114.7 million of these convertible notes at a small discount. During the three months ended December 31, 2008, we repurchased the remaining balance of $85.3 million of these convertible notes at a price equal to 100.25% of the principal amount of the notes redeemed.

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During the three months ended December 31, 2008, we repurchased on the open market $38.9 million of convertible senior notes due in 2013 at an average price of 37.75% of the principal amount of the notes repurchased. During the three months ended March 31, 2009, we repurchased on the open market $25.0 million of our convertible senior notes due in 2011 at an average price of 41.0% of the principal amount of the notes repurchased. In connection with these repurchases, we recorded a gain on retirement of debt of $14.4 million and $37.8 million for the three and nine months ended March 31, 2009, respectively.

Subsequent to March 31, 2009, we repurchased on the open market $21.1 million of our convertible senior notes due in 2013 at a weighted average price of 55.64% of the principal amount of the notes repurchased.

Contractual Obligations

As of March 31, 2009, we had liabilities, included in accrued taxes and expenses on the consolidated balance sheets, associated with uncertain tax positions of $58.1 million. Due to uncertainty regarding the timing of future cash flows associated with those liabilities, a reasonable estimate of the period of cash settlement is not determinable.

Recent Accounting Pronouncements and Accounting Changes

In December 2008, the Financial Accounting Standards Board (“FASB”) issued Financial Staff Position (“FSP”) Financial Accounting Standard No. 140-4 and FASB Interpretation 46(R)-8,Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (“FSP FAS 140-4” and “FIN 46(R)-8”). The document increases disclosure requirements for public companies and is effective for reporting periods (interim and annual) that end after December 15, 2008. The adoption of FSP FAS 140-4 and FIN 46(R)-8 did not have a significant impact on our consolidated financial statements.

In January 2009, the FASB issued FSP EITF 99-20-1,Amendments to the Impairment Guidance of EITF Issue No. 99-20 (“FSP EITF 99-20-1”). FSP EITF 99-20-1 amends the impairment guidance in EITF Issue No. 99-20,Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets (“EITF 99-20”), to achieve more consistent determination of whether an other-than-temporary impairment has occurred and making the guidance consistent between EITF 99-20 and Statement of Financial Accounting Standards (“SFAS”) No. 115,Accounting for Certain Investments in Debt and Equity Securities. FSP EITF 99-20-1 is effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. The adoption of FSP EITF 99-20-1 did not have a significant impact on our consolidated financial statements.

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In the third quarter of fiscal 2009, we adopted SFAS No. 161,Disclosures aboutDerivative Instruments and Hedging Activities (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements. The adoption of SFAS No. 161 does not affect our consolidated financial condition, results of operations or cash flows, but requires additional disclosures for our derivative and hedging activities. See Note 8 – “Derivative Financial Instruments and Hedging Activities” for further details on our derivative instruments.

In April 2009, the FASB issued FSP 157-4,Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157,Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. We do not anticipate the adoption of FSP 157-4 will have a significant impact on our consolidated financial statements or the fair values of our financial assets and liabilities.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2,Recognition and Presentation of Other-Than-Temporary Impairments (“FSP 115-2 and 124-2”). FSP 115-2 and 124-2 amends the guidance on other-than-temporary impairment for debt securities and modifies the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP is effective for interim and annual periods ending after June 15, 2009. We are currently evaluating the impact of FSP 115-2 and 124-2 on our consolidated financial statements.

In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial Instruments (“FSP 107-1 and 28-1”). This FSP requires disclosure about fair value of financial instruments in interim periods, as well as annual financial statements. FSP 107-1 and 28-1 is effective for interim periods ending after June 15, 2009. We do not anticipate the adoption of FSP 107-1 and 28-1 will have a significant impact on our consolidated financial statements.

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INTEREST RATE RISK

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

Credit Facilities

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

Securitizations

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

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

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

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

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

FORWARD LOOKING STATEMENTS

The preceding Management’s Discussion and Analysis of Financial Condition and Results of Operations section contains several “forward-looking statements.” Forward-looking statements are those that use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “may,” “likely,” “should,” “estimate,” “continue,” “future” or other comparable expressions. These words indicate

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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 (the “Commission”) including our Annual Report on Form 10-K for the year ended June 30, 2008. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to, and do not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.

Item 3. 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 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, 2009. Based on their evaluation, they have concluded that the disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

There were no changes made in our internal control over financial reporting during the three months ended March 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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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. In the opinion of management, the ultimate aggregate liability, if any, arising out of any such pending or threatened litigation will not be material to our consolidated financial position, our results of operations or our statement of cash flows.

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, 2008, should be carefully considered as these risk factors could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition and/or operating results.

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

Not Applicable

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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

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 11, 2009	By:	/s/ Chris A. Choate
		(Signature)
		Chris A. Choate
		Executive Vice President,
		Chief Financial Officer and Treasurer

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