General Motors Financial (ACF) 10-Q 2009 Q3 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 September 30, 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 3500, 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 preceding 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 133,413,010 shares of common stock, $0.01 par value outstanding as of October 31, 2009.

AMERICREDIT CORP.

INDEX TO FORM 10-Q

			Page
Part I.	FINANCIAL INFORMATION
	Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	3
		Consolidated Balance Sheets – September 30, 2009 and June 30, 2009	3
		Consolidated Statements of Operations and Comprehensive Operations – Three Months Ended September 30, 2009 and 2008	4
		Consolidated Statements of Cash Flows – Three Months Ended September 30, 2009 and 2008	5
		Notes to Consolidated Financial Statements	6
	Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	48
	Item 4.	CONTROLS AND PROCEDURES	48
Part II.	OTHER INFORMATION
	Item 1.	LEGAL PROCEEDINGS	49
	Item 1A.	RISK FACTORS	50
	Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	50
	Item 3.	DEFAULTS UPON SENIOR SECURITIES	50
	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	50
	Item 5.	OTHER INFORMATION	51
	Item 6.	EXHIBITS	51
SIGNATURE			52

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Part I. FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

	September 30, 2009			June 30, 2009 (a) (Revised)
Assets
Cash and cash equivalents	$	462,106		$	193,287
Finance receivables, net		9,195,075			10,037,329
Restricted cash – securitization notes payable		873,304			851,606
Restricted cash – credit facilities		170,281			195,079
Property and equipment, net		42,054			44,195
Leased vehicles, net		143,819			156,387
Deferred income taxes		54,659			75,782
Income tax receivable		84,387			197,579
Other assets		190,047			207,083
Total assets	$	11,215,732		$	11,958,327
Liabilities and Shareholders’ Equity
Liabilities:
Credit facilities	$	1,019,068		$	1,630,133
Securitization notes payable		7,266,456			7,426,687
Senior notes		91,620			91,620
Convertible senior notes		397,763			392,514
Accrued taxes and expenses		153,725			157,640
Interest rate swap agreements		119,756			131,885
Other liabilities		17,071			20,540
Total liabilities		9,065,459			9,851,019
Commitments and contingencies (Note 9)
Shareholders’ equity:
Preferred stock, $.01 par value per share,
20,000,000 shares authorized; none issued
Common stock, $.01 par value per share, 350,000,000 shares authorized; 135,096,752 and 134,977,812 shares issued		1,351			1,350
Additional paid-in capital		293,005			284,961
Accumulated other comprehensive loss		(11,940	)		(21,099	)
Retained earnings		1,904,220			1,878,459
		2,186,636			2,143,671
Treasury stock, at cost (1,806,446 shares)		(36,363	)		(36,363	)
Total shareholders’ equity		2,150,273			2,107,308
Total liabilities and shareholders’ equity	$	11,215,732		$	11,958,327

(a) Revised for the Financial Accounting Standards Board (“FASB”) issuance of Financial Accounting Standards Staff Position (“FSP”) Accounting Principles Board (“APB”) 14-1, Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”) (Accounting Standards Codification “ASC” 470 20 65-1). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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 September 30,
	2009			2008(a) (Revised)
Revenue
Finance charge income	$	389,796		$	533,973
Other income		23,488			31,076
Gain on retirement of debt					994
		413,284			566,043
Costs and expenses
Operating expenses		68,862			84,255
Depreciation expense – leased vehicles		10,110			10,914
Provision for loan losses		157,951			274,865
Interest expense		130,148			200,654
Restructuring charges, net		(37	)		551
		367,034			571,239
Income (loss) before income taxes		46,250			(5,196	)
Income tax provision		20,489			78
Net income (loss)		25,761			(5,274	)
Other comprehensive income
Unrealized gains on cash flow hedges		7,411			9,925
Foreign currency translation adjustment		6,924			(1,285	)
Income tax provision		(5,176	)		(3,279	)
Other comprehensive income		9,159			5,361
Comprehensive income	$	34,920		$	87
Earnings (loss) per share
Basic	$	0.19		$	(0.05	)
Diluted	$	0.19		$	(0.05	)
Weighted average shares
Basic		133,229,960			116,271,119
Diluted		136,083,460			116,271,119

(a) Revised for FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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)

	Three Months Ended September 30,
	2009			2008(a) (Revised)
Cash flows from operating activities
Net income (loss)	$	25,761		$	(5,274	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		22,824			25,885
Accretion and amortization of loan fees		2,375			6,995
Provision for loan losses		157,951			274,865
Deferred income taxes		15,517			(5,162	)
Non-cash interest charges on convertible debt		5,249			5,608
Stock-based compensation expense		2,968			3,894
Amortization of warrant costs		1,968			12,348
Gain on retirement of debt					(994	)
Other		(6,817	)		3,670
Changes in assets and liabilities:
Income tax receivable		113,207			1,065
Other assets		1,305			352
Accrued taxes and expenses		(6,657	)		6,960
Net cash provided by operating activities		335,651			330,212
Cash flows from investing activities:
Purchases of receivables		(217,920	)		(586,647	)
Principal collections and recoveries on receivables		912,121			1,213,444
Purchases of property and equipment		(152	)		(855	)
Investment in money market fund					(115,821	)
Change in restricted cash – securitization notes payable		(21,698	)		66,976
Change in restricted cash – credit facilities		24,798			68,735
Change in other assets		10,387			17,847
Net cash provided by investing activities		707,536			663,679
Cash flows from financing activities:
Net change in credit facilities		(611,065	)		67,013
Issuance of securitization notes payable		725,000
Payments on securitization notes payable		(885,950	)		(1,130,862	)
Retirement of convertible senior notes					(114,048	)
Debt issuance costs		(2,704	)		(3,366	)
Proceeds from issuance of common stock		1,136			14
Other net changes		(119	)		(2,982	)
Net cash used by financing activities		(773,702	)		(1,184,231	)
Net increase (decrease) in cash and cash equivalents		269,485			(190,340	)
Effect of Canadian exchange rate changes on cash and cash equivalents		(666	)		599
Cash and cash equivalents at beginning of period		193,287			433,493
Cash and cash equivalents at end of period	$	462,106		$	243,752

(a) Revised for FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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 September 30, 2009, and for the three months ended September 30, 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, 2009.

Subsequent Events

On October 30, 2009, we priced a $227.5 million securitization transaction, AmeriCredit Prime Automobile Receivables Trust (“APART”) 2009-1, that had initial cash deposit and overcollateralization requirements of 23.8% and a weighted average all-in cost of 2.7%. The transaction is expected to close on November 10, 2009, and we anticipate using the proceeds from this securitization to repay borrowings and retire our prime/near prime credit facility.

We evaluated subsequent events through the date the accompanying financial statements were issued, which was November 6, 2009.

Adoption of New Accounting Standards

As of July 1, 2009, we adopted FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 (ASC 470 20 65-1) specifies that when issuers of convertible debt instruments that may be settled in cash upon conversion recognize interest cost in subsequent periods, they should separately account for the liability and equity components of the instrument in

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a manner that will reflect the entity’s borrowing rate at the time of issuance for similar unsecured senior debt without an equity conversion feature. FSP APB 14-1 (ASC 470 20 65-1) is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The transition provision requires that entities retrospectively apply FSP APB 14-1 (ASC 470 20 65-1) for all periods presented. Our convertible senior notes due in September 2011 and September 2013 are affected by the adoption of this FSP. See Note 6 – “Senior Notes and Convertible Senior Notes” for further discussion.

The following table presents balance sheet data as reported, as revised and the cumulative effect of adoption for the retrospective adoption of FSP APB 14-1 (ASC 470 20 65-1) (in thousands):

	As Reported		As Revised		Cumulative Effect of Adoption
Balance at June 30, 2007
Deferred income taxes	$	151,704	$	106,728	$	(44,976	)
Other assets		164,430		161,385		(3,045	)
Convertible senior notes		750,000		620,537		(129,463	)
Additional paid-in capital		71,323		163,051		91,728
Retained earnings		2,000,066		1,989,780		(10,286	)
Balance at June 30, 2008
Deferred income taxes	$	317,319	$	280,755	$	(36,564	)
Other assets		234,505		232,060		(2,445	)
Convertible senior notes		750,000		642,599		(107,401	)
Additional paid-in capital		42,336		134,064		91,728
Retained earnings		1,912,684		1,889,348		(23,336	)
Balance at June 30, 2009
Deferred income taxes	$	100,139	$	75,782	$	(24,357	)
Other assets		208,613		207,083		(1,530	)
Convertible senior notes		462,017		392,514		(69,503	)
Additional paid-in capital		193,233		284,961		91,728
Retained earnings		1,926,571		1,878,459		(48,112	)

The following tables present consolidated statements of operations and comprehensive operations data as reported and as revised for the retrospective adoption of FSP APB 14-1 (ASC 470 20 65-1) (dollars in thousands, except per share data):

	Three Months Ended September 30, 2008
	As Reported			As Revised
Interest expense	$	195,046		$	200,654
Income (loss) before income taxes		412			(5,196	)
Income tax provision		2,074			78
Net loss		(1,662	)		(5,274	)
Loss per share:
Basic	$	(0.01	)	$	(0.05	)
Diluted	$	(0.01	)	$	(0.05	)

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	Three Months Ended September 30, 2009
	Excluding impact of FSP APB 14-1		As Reported
Interest expense	$	125,026	$	130,148
Income before income taxes		51,372		46,250
Income tax provision		22,758		20,489
Net income		28,614		25,761
Earnings per share:
Basic	$	0.21	$	0.19
Diluted	$	0.21	$	0.19

Recent Accounting Pronouncements and Accounting Changes

On August 28, 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05 to provide guidance on measuring the fair value of liabilities under ASC 820. ASC 820 assumes that the fair value of a financial instrument is the price that would be paid to transfer a liability in an orderly transaction between market participants. However, most liabilities have restrictions that do not allow them to be transferred and as such there is not a market for transferring the liabilities. ASU 2009-05 states that in the absence of a market for the liability a company can use (a) the quoted price of the identical liability when traded as an asset; (b) a quoted price for similar liabilities when traded as assets; (c) or another valuation technique that is consistent with the principles of ASC 820 such as a present value technique. The ASU is effective for the first interim or annual reporting period beginning after the ASU’s issuance. Management has evaluated the impact of the update and it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

NOTE 2 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

	September 30, 2009			June 30, 2009
Finance receivables unsecuritized, net of fees	$	1,630,184		$	2,534,158
Finance receivables securitized, net of fees		8,390,849			8,393,811
Less nonaccretable acquisition fees		(9,264	)		(12,100	)
Less allowance for loan losses		(816,694	)		(878,540	)
	$	9,195,075		$	10,037,329

Finance receivables securitized represent receivables transferred to our special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $1.1 billion and $2.0 billion pledged under our credit facilities as of September 30, 2009, and June 30, 2009, respectively.

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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 $686.6 million and $667.3 million of delinquent finance receivables as of September 30, 2009, and June 30, 2009, respectively.

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

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

	Three Months Ended September 30,
	2009			2008
Balance at beginning of period	$	12,100		$	42,802
Net charge-offs		(2,836	)		(9,333	)
Balance at end of period	$	9,264		$	33,469

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

	Three Months Ended September 30,
	2009			2008
Balance at beginning of period	$	878,540		$	908,311
Provision for loan losses		157,951			274,865
Net charge-offs		(219,797	)		(256,526	)
Balance at end of period	$	816,694		$	926,650

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NOTE 3 – SECURITIZATIONS

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

	Three Months Ended September 30,
	2009		2008
Receivables securitized	$	981,056
Net proceeds from securitization		725,000
Servicing fees(a)		53,107	$	63,048
Distributions		74,624		170,876

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

As of September 30, 2009 and June 30, 2009, we were servicing $8.4 billion of finance receivables that have been transferred or sold to securitization Trusts.

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 AmeriCredit Automobile Receivables Trust (“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. In September 2009, the facilities were renewed for an additional one year term. At the end of the one year term, the facilities, if not renewed, will amortize in accordance with the securitization transaction until paid off.

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NOTE 4 – CREDIT FACILITIES

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

	September 30, 2009		June 30, 2009
Medium term note facility	$	750,000	$	750,000
Prime/Near prime facility		218,188		250,377
Lease warehouse facility		50,880		60,000
Master warehouse facility				569,756
	$	1,019,068	$	1,630,133

Further detail regarding terms and availability of the credit facilities as of September 30, 2009, follows (in thousands):

Maturity(a)	Facility Amount		Advances Outstanding		Assets Pledged(b)		Restricted Cash Pledged(c)
Master warehouse facility:
March 2010(d)	$	1,000,000					$	6,000
Medium term note facility:
October 2009(e)		750,000	$	750,000	$	796,777		119,089
Prime/Near prime facility:(f)				218,188		305,065		4,952
Lease warehouse facility:(g)				50,880		126,595		1,140
	$	1,750,000	$	1,019,068	$	1,228,437	$	131,181

(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.

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

(c) These amounts do not include cash collected on finance receivables pledged of $39.1 million which is also included in restricted cash – credit facilities on the consolidated balance sheets.

(d) The revolving period under this facility ends March 2010 and any outstanding balance will be repaid over time based on the amortization of the receivables pledged until April 2011 when any remaining amount will be due and payable.

(e) The revolving period under this facility ended subsequent to September 30, 2009, and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged until October 2016 when any remaining amount will be due and payable.

(f) The revolving period under this facility has ended and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged. On October 30, 2009, we priced a $227.5 million securitization transaction, APART 2009-1, and we anticipate using the proceeds from this securitization to repay borrowings and retire this facility.

(g) Subsequent to September 30, 2009, the facility was repaid in full.

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

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entities and the finance receivables and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to our creditors or our other subsidiaries. Advances under the funding agreements bear interest at commercial paper, 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 September 30, 2009, we were in compliance with all covenants in our credit facilities.

Debt issuance costs are being amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $10.0 million and $16.1 million as of September 30, 2009 and June 30, 2009, respectively, are included in other assets on the consolidated balance sheets.

NOTE 5 – SECURITIZATION NOTES PAYABLE

Securitization notes payable represents debt issued by us in securitization transactions. Debt issuance costs are being amortized over the expected term of the securitizations on an effective yield basis. Unamortized costs of $15.8 million and $13.9 million as of September 30, 2009 and June 30, 2009, respectively, are included in other assets on the consolidated balance sheets.

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Securitization notes payable as of September 30, 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	%	$	38,930	$	36,297
2005-A-X	October 2011		900,000	3.7	%		62,294		56,613
2005-1	May 2011		750,000	4.5	%		62,867		45,898
2005-B-M	May 2012		1,350,000	4.1	%		149,147		132,619
2005-C-F	June 2012		1,100,000	4.5	%		150,690		135,212
2005-D-A	November 2012		1,400,000	4.9	%		234,228		210,725
2006-1	May 2013		945,000	5.3	%		182,488		141,116
2006-R-M	January 2014		1,200,000	5.4	%		445,462		399,713
2006-A-F	September 2013		1,350,000	5.6	%		363,508		327,809
2006-B-G	September 2013		1,200,000	5.2	%		379,551		344,899
2007-A-X	October 2013		1,200,000	5.2	%		440,762		402,794
2007-B-F	December 2013		1,500,000	5.2	%		644,515		588,159
2007-1 (APART)	March 2016		1,000,000	5.4	%		385,742		385,955
2007-C-M	April 2014		1,500,000	5.5	%		740,070		675,023
2007-D-F	June 2014		1,000,000	5.5	%		533,081		488,371
2007-2-M (APART)	March 2016		1,000,000	5.3	%		511,262		484,847
2008-A-F	October 2014		750,000	6.0	%		594,326		474,891
2008-1	January 2015		500,000	8.7	%		484,952		346,561
2008-2	April 2015		500,000	10.5	%		510,915		357,451
2009-1	January 2016		725,000	7.5	%		915,515		666,090
BV2005-LJ-1 (a)	May 2012		232,100	5.1	%		21,369		22,335
BV2005-LJ-2 (a)(c)	February 2014		185,596	4.6	%		21,953		20,970
BV2005-3 (a)	June 2014		220,107	5.1	%		35,809		37,285
LB2004-C (a)	July 2011		350,000	3.5	%		19,196		17,644
LB2005-A (a)	April 2012		350,000	4.1	%		32,385		33,822
LB2005-B (a)	June 2012		350,000	4.4	%		45,984		44,225
LB2006-A (a)	May 2013		450,000	5.4	%		89,901		84,415
LB2006-B (a)	September 2013		500,000	5.2	%		126,559		130,397
LB2007-A	January 2014		486,000	5.0	%		167,388		174,320
		$	23,743,803			$	8,390,849	$	7,266,456

(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.

(c) Note balance does not include $1.7 million of debt repurchased and retained by us as of September 30, 2009.

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

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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.

As of September 30, 2009, we have exceeded the cumulative default ratio and cumulative net loss ratio targets in the AMCAR 2007-C-M and AMCAR 2007-D-F securitizations. In addition, three LBAC securitizations (LB2004-C, LB2005-A and LB2005-B) had delinquency ratios in excess of their targeted levels at September 30, 2009. Excess cash flows from these Trusts are being used to build higher credit enhancement in each respective Trust 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 transferred to that Trust.

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NOTE 6 – SENIOR NOTES AND CONVERTIBLE SENIOR NOTES

Senior notes and convertible senior notes consist of the following (in thousands):

	September 30, 2009			June 30, 2009 (Revised)
8.5% Senior Notes (due June 2015)	$	91,620		$	91,620
0.75% Convertible Senior Notes (due in September 2011)		247,000			247,000
Debt discount on 0.75% Convertible Senior Notes (due in September 2011)		(27,814	)		(31,088	)
2.125% Convertible Senior Notes (due in September 2013)		215,017			215,017
Debt discount on 2.125% Convertible Senior Notes (due in September 2013)		(36,440	)		(38,415	)
	$	397,763		$	392,514

As of July 1, 2009, we adopted FSP APB 14-1 (ASC 470 20 65-1). FSP APB 14-1 (ASC 470 20 65-1) specifies that when issuers of convertible debt instruments that may be settled in cash upon conversion recognize interest cost in subsequent periods, they should separately account for the liability and equity components of the instrument in a manner that will reflect the entity’s borrowing rate at the time of issuance for similar unsecured senior debt without an equity conversion feature. FSP APB 14-1 (ASC 470 20 65-1) is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The transition provision requires that entities retrospectively apply FSP APB 14-1 (ASC 470 20 65-1) for all periods presented.

As a result of adopting FSP APB 14-1 (ASC 470 20 65-1) on July 1, 2009, as discussed in Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” to the consolidated financial statements, we have separately accounted for the liability and equity components of our convertible senior notes due in September 2011 and 2013, retrospectively, based on our determination that our borrowing rate at the time of issuance for unsecured senior debt without an equity conversion feature was approximately 7%. At issuance, the liability and equity components were $404.3 million and $145.7 million, respectively. The equity component (debt discount) is being amortized to interest expense over the expected term of the notes based on the effective interest method. Debt issuance costs of approximately $3.5 million directly related to the issuance of the convertible senior notes due in September 2011 and 2013 have been allocated to the equity component in proportion to the allocation of proceeds.

For the three months ended September 30, 2009 and 2008, total interest expense related to the convertible senior notes was $6.8 million and $7.8 million, respectively, which included $1.6 million and $2.0 million, respectively, of contractual interest and $5.2 million and $5.8 million, respectively, of discount amortization.

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Debt issuance costs related to the senior notes and the convertible senior notes are being amortized to interest expense over the expected term of the notes; unamortized costs of $1.4 million and $1.4 million related to the senior notes and $3.9 million and $4.2 million related to the convertible senior notes are included in other assets on the consolidated balance sheets as of September 30, 2009 and June 30, 2009, respectively.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Interest rate caps, swaps and foreign currency contracts consist of the following (in thousands):

	September 30, 2009				June 30, 2009
	Notional		Fair Value		Notional		Fair Value
Assets
Interest rate swaps(a)	$	2,417,246	$	28,256	$	2,592,548	$	24,267
Interest rate caps(a)		1,179,798		10,929		1,914,886		15,858
Total assets	$	3,597,044	$	39,185	$	4,507,434	$	40,125
Liabilities
Interest rate swaps	$	2,417,246	$	119,756	$	2,592,548	$	131,885
Interest rate caps(b)		1,035,934		11,177		1,721,044		16,644
Foreign currency contracts(b)(c)		75,916		2,210
Total liabilities	$	3,529,096	$	133,143	$	4,313,592	$	148,529

(a) Included in other assets on the consolidated balance sheet.

(b) Included in other liabilities on the consolidated balance sheet.

(c) Notional has been translated from Canadian dollars to U.S. dollars at the quarter end rate.

Interest rate swap agreements designated as hedges had unrealized losses of approximately $57.8 million, net of tax, and $62.5 million, net of tax, included in accumulated other comprehensive loss as of September 30, 2009, and June 30, 2009, respectively. The ineffectiveness related to the interest rate swap agreements was immaterial for the three months ended September 30, 2009 and 2008. We estimate approximately $69.7 million of unrealized losses included in accumulated other comprehensive loss will be reclassified into earnings within the next twelve months.

Interest rate swap agreements not designated as hedges had a change in fair value which resulted in a $5.4 million gain included in interest expense on the consolidated statements of operations for the three months ended September 30, 2009.

Under the terms of our derivative financial instruments, we are required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of September 30, 2009, and June 30, 2009, these restricted cash accounts totaled $37.5 million and $45.7 million, respectively, and are included in other assets on the consolidated balance sheets.

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In July 2009, we entered into a series of foreign currency contracts in order to hedge our Canadian denominated cash flows as we convert them to U.S. dollars over time.

The following table presents information on the effect of derivative instruments on the Consolidated Statements of Operations and Comprehensive Operations for the three month periods ended September 30, 2009 and 2008 (in thousands):

	Income (Losses) Recognized In Income						(Losses) Recognized in Accumulated Other Comprehensive Income						(Losses) Reclassified From Accumulated Other Comprehensive Income into Income (c)
	September 30,						September 30,						September 30,
	2009			2008			2009			2008			2009			2008
Non-Designated Hedges:
Interest rate contracts (a)	$	5,924		$	(1,373	)
Foreign currency contracts (b)		(2,210	)
Total	$	3,714		$	(1,373	)
Designated Hedges:
Interest rate contracts (a)	$	20		$			$	(15,833	)	$	(10,225	)	$	(23,244	)	$	(20,150	)
Total	$	20		$			$	(15,833	)	$	(10,225	)	$	(23,244	)	$	(20,150	)

(a) Income (losses) recognized in income are included in interest expense.

(b) (Losses) recognized in income are included in operating expenses.

(c) (Losses) reclassified from AOCI into income for effective and ineffective portions are included in interest expense.

NOTE 8 – FAIR VALUES OF ASSETS AND LIABILITIES

Effective July 1, 2008, we adopted Statement of Financial Accounting Standards No. 157,Fair Value Measurements (“SFAS 157”) (ASC 820 10 65), which provides a framework for measuring fair value under GAAP. SFAS 157 (ASC 820 10 65) 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 (ASC 820 10 65) requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. SFAS 157 (ASC 820 10 65) also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels.

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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 on a recurring basis:

	September 30, 2009 (in thousands)
	Fair Value Measurements Using
	Level 1	Level 2		Level 3
	Quoted Prices In Active Markets for Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Investment in money market fund (A)				$	8,027	$	8,027
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	10,929				10,929
Interest rate swaps (C)					28,256		28,256
Total assets	$	$	10,929	$	36,283	$	47,212
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps (C)				$	119,756	$	119,756
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	11,177				11,177
Foreign currency contracts (A)			2,210				2,210
Total liabilities	$	$	13,387	$	119,756	$	133,143

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.

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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.

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, 2009	$	24,267		$	8,027	$	(131,885	)
Total realized and unrealized gains
Included in earnings		5,387					20
Included in other comprehensive income							(15,833	)
Purchases, issuances and settlements		(1,398	)				27,942
Balance at September 30, 2009	$	28,256		$	8,027	$	(119,756	)

Derivatives

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

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.

Investment in Money Market Fund

We have an $8.0 million investment 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. The asset is

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valued at the estimated net asset value of $0.97 per share as published by the Reserve Fund. 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.

NOTE 9 – 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 par value of the senior notes and convertible senior notes was $553.6 million as of September 30, 2009, and June 30, 2009. See guarantor consolidating financial statements in Note 15.

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 10 – INCOME TAXES

We had unrecognized tax benefits of $36.1 million and $35.0 million at September 30, 2009 and June 30, 2009, respectively. The increase is due primarily to a change attributable to current year activity. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate is $20.4 million and $18.0 million at September 30, 2009, and June 30, 2009, respectively, which includes the federal benefit of state taxes.

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At September 30, 2009, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by $0.8 million to $13.4 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 recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. As of July 1, 2009, accrued interest and penalties associated with uncertain tax positions were $10.3 million and $8.0 million, respectively. During the three months ended September 30, 2009, we accrued an additional $0.7 million in potential interest associated with uncertain tax positions.

We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings and recognize tax benefits and interest and penalties associated with uncertain tax positions as appropriate.

We file income tax returns in the U.S. and various state, local, and foreign jurisdictions. Our consolidated federal income tax returns for fiscal years 2007, 2008 and 2009 are under audit by the IRS. The IRS completed its examination of our fiscal years 2004 and 2005 consolidated federal income tax returns in the second quarter of fiscal year 2008. The returns for those years are subject to an appeals proceeding, which we anticipate will be concluded by the end of calendar year 2009. We expect the outcome of the appeals proceeding will not result in a material change to our financial position or results of operations. Our federal income tax returns prior to fiscal year 2004 are closed. Foreign and state jurisdictions have statutes of limitations that generally range from three to five years. Our tax returns are currently under examination for various state tax jurisdictions.

Our effective income tax rate was 44.3% and (1.5%) for the three months ended September 30, 2009 and 2008, respectively. The September 30, 2009 effective tax rate was negatively impacted primarily by state income tax rates and adjustments to state deferred tax assets and liabilities.

Tax Accounting Change

During the year ended June 30, 2009, we filed an application for a change of accounting method for tax purposes under Internal Revenue Code (“IRC”) Section 475. We believe that, as a result of our business activities, certain assets must be marked-to-market for income tax purposes. As a result of this change of accounting method, we received an income tax refund of approximately $198 million, of which $85 million was received subsequent to September 30, 2009.

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NOTE 11 – 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 three months ended September 30, 2009, is as follows (in thousands):

	Personnel- Related Costs			Contract Termination Costs			Total
Balance at July 1, 2009	$	863		$	4,771		$	5,634
Cash settlements		(671	)		(2,113	)		(2,784	)
Non-cash settlements					2			2
Additions and adjustments		(79	)		42			(37	)
Balance at September 30, 2009	$	113		$	2,702		$	2,815

NOTE 12 – EARNINGS PER SHARE

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

	Three Months Ended September 30,
	2009		2008(a) (Revised)
Net income (loss)	$	25,761	$	(5,274	)
Basic weighted average shares		133,229,960		116,271,119
Incremental shares resulting from assumed conversions:
Stock-based compensation and warrants		2,853,500
Diluted weighted average shares		136,083,460		116,271,119
Earnings (loss) per share:
Basic	$	0.19	$	(0.05	)
Diluted	$	0.19	$	(0.05	)

(a) Revised for FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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 September 30, 2009, has been computed by dividing net income, by the weighted average shares and

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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 1.8 million shares of common stock for the three months ended September 30, 2009, were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares. Warrants to purchase approximately 18.8 million shares of common stock for the three months ended September 30, 2009, were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares. Diluted loss per share for the three months ended September 30, 2008, has been computed by dividing net loss by weighted average shares outstanding assuming no incremental shares because all potentially dilutive common stock equivalents are anti-dilutive.

NOTE 13 – SUPPLEMENTAL CASH FLOW INFORMATION

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

	Three Months Ended September 30,
	2009		2008
Interest costs (none capitalized)	$	127,482	$	184,831
Income taxes		71		326

NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS

In April 2009, the FASB issued FSP Financial Accounting Standard (“FAS”) 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial Instruments, (“FSP FAS 107-1 APB 28-1”) (ASC 825 10 65-1), which requires interim disclosure of fair value information about financial instruments, whether recognized or not in our consolidated balance sheets. Fair values are based on estimates using present value or other valuation techniques in cases where quoted market prices are not available. Those techniques are significantly affected by the assumptions used, including the discount rate and the estimated timing and amount of future cash flows. Therefore, the estimates of fair value may differ substantially from amounts that ultimately may be realized or paid at settlement or maturity of the financial instruments and those differences may be material. FSP FAS 107-1 APB 28-1 (ASC 825 10 65-1) excludes certain financial instruments and all non-financial instruments from our disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of our Company.

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Estimated fair values, carrying values and various methods and assumptions used in valuing our financial instruments are set forth below (in thousands):

			September 30, 2009				June 30, 2009
			Carrying Value		Estimated Fair Value		Carrying Value(f) (Revised)		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a	)	$	462,106	$	462,106	$	193,287	$	193,287
Finance receivables, net	(b	)		9,195,075		8,817,436		10,037,329		9,717,655
Restricted cash – securitization notes payable	(a	)		873,304		873,304		851,606		851,606
Restricted cash – credit facilities	(a	)		170,281		170,281		195,079		195,079
Restricted cash – other	(a	)		38,678		38,678		46,905		46,905
Interest rate swap agreements	(d	)		28,256		28,256		24,267		24,267
Interest rate cap agreements purchased	(d	)		10,929		10,929		15,858		15,858
Investment in money market fund	(d	)		8,027		8,027		8,027		8,027
Financial liabilities:
Credit facilities	(c	)		1,019,068		1,019,068		1,630,133		1,630,133
Securitization notes payable	(d	)		7,266,456		7,016,981		7,426,687		6,879,245
Senior notes	(d	)		91,620		87,955		91,620		85,207
Convertible senior notes	(d	)		397,763		387,601		392,514		328,396
Other notes payable	(e	)		481		481		600		600
Interest rate swap agreements	(d	)		119,756		119,756		131,885		131,885
Interest rate cap agreements sold	(d	)		11,177		11,177		16,644		16,644
Foreign currency contracts	(d	)		2,210		2,210

(a) The carrying value of cash and cash equivalents, restricted cash – securitization notes payable, restricted cash – credit facilities and restricted cash – other is considered to be a reasonable estimate of fair value since these investments bear interest at market rates and have maturities of less than 90 days.

(b) The fair value of finance receivables is estimated by discounting future cash flows expected to be collected using current rates at which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities.

(c) Credit facilities have variable rates of interest and maturities of three years or less. Therefore, carrying value is considered to be a reasonable estimate of fair value.

(d) The fair values of the interest rate cap and swap agreements, foreign currency contracts, investment in money market fund, securitization notes payable, senior notes and convertible senior notes are based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated by discounting future net cash flows expected to be settled using a current risk-adjusted rate.

(e) The fair value of other notes payable is estimated based on rates currently available for debt with similar terms and remaining maturities.

(f) Revised for FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

NOTE 15 – 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

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consolidated subsidiaries and are jointly, severally, fully and unconditionally liable for the obligations represented by the senior notes and convertible senior notes. We believe that the consolidating financial information for AmeriCredit Corp., the combined Subsidiary Guarantors and the combined Non-Guarantor Subsidiaries provide information that is more meaningful in understanding the financial position of the Subsidiary Guarantors than separate financial statements of the Subsidiary Guarantors.

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

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

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AmeriCredit Corp.

Consolidating Balance Sheet

September 30, 2009

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors		Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	457,391	$	4,715					$	462,106
Finance receivables, net					483,150		8,711,925						9,195,075
Restricted cash - securitization notes payable							873,304						873,304
Restricted cash - credit facilities							170,281						170,281
Property and equipment, net	$	5,443			36,611								42,054
Leased vehicles, net					4,889		138,930						143,819
Deferred income taxes		102,586			247,132		(295,059	)					54,659
Income tax receivable		48,797			35,590								84,387
Other assets		5,271			125,817		58,959						190,047
Due from affiliates		514,902					3,450,164		$	(3,965,066	)
Investment in affiliates		2,022,058			4,922,118		596,851			(7,541,027	)
Total assets	$	2,699,057		$	6,312,698	$	13,710,070		$	(11,506,093	)	$	11,215,732
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities						$	1,019,068					$	1,019,068
Securitization notes payable							7,266,456						7,266,456
Senior notes	$	91,620											91,620
Convertible senior notes		397,763											397,763
Accrued taxes and expenses		58,920		$	42,044		52,761						153,725
Interest rate swap agreements							119,756						119,756
Other liabilities		481			16,590								17,071
Due to affiliates					3,965,066				$	(3,965,066	)
Total liabilities		548,784			4,023,700		8,458,041			(3,965,066	)		9,065,459
Shareholders’ equity:
Common stock		1,351			158,845					(158,845	)		1,351
Additional paid-in capital		293,005			75,878		2,495,205			(2,571,083	)		293,005
Accumulated other comprehensive (loss) income		(11,940	)		42,076		(57,789	)		15,713			(11,940	)
Retained earnings		1,904,220			2,012,199		2,814,613			(4,826,812	)		1,904,220
		2,186,636			2,288,998		5,252,029			(7,541,027	)		2,186,636
Treasury stock		(36,363	)										(36,363	)
Total shareholders’ equity		2,150,273			2,288,998		5,252,029			(7,541,027	)		2,150,273
Total liabilities and shareholders’ equity	$	2,699,057		$	6,312,698	$	13,710,070		$	(11,506,093	)	$	11,215,732

26

AmeriCredit Corp.

Consolidating Balance Sheet

June 30, 2009

(in thousands)

(Revised)

	AmeriCredit Corp.(a)			Guarantors		Non- Guarantors			Eliminations			Consolidated (a)
ASSETS
Cash and cash equivalents				$	186,564	$	6,723					$	193,287
Finance receivables, net					580,420		9,456,909						10,037,329
Restricted cash - securitization notes payable							851,606						851,606
Restricted cash - credit facilities							195,079						195,079
Property and equipment, net	$	5,527			38,668								44,195
Leased vehicles, net					5,319		151,068						156,387
Deferred income taxes		97,657			243,803		(265,678	)					75,782
Income tax receivable		162,036			35,543								197,579
Other assets		5,682			132,485		68,916						207,083
Due from affiliates		404,943					4,059,841		$	(4,464,784	)
Investment in affiliates		1,976,793			5,558,924		603,680			(8,139,397	)
Total assets	$	2,652,638		$	6,781,726	$	15,128,144		$	(12,604,181	)	$	11,958,327
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Credit facilities						$	1,630,133					$	1,630,133
Securitization notes payable							7,426,687						7,426,687
Senior notes	$	91,620											91,620
Convertible senior notes		392,514											392,514
Accrued taxes and expenses		60,596		$	44,371		52,673						157,640
Interest rate swap agreements					525		131,360						131,885
Other liabilities		600			19,940								20,540
Due to affiliates					4,464,784				$	(4,464,784	)
Total liabilities		545,330			4,529,620		9,240,853			(4,464,784	)		9,851,019
Shareholders’ equity:
Common stock		1,350			172,368					(172,368	)		1,350
Additional paid-in capital		284,961			75,878		3,177,841			(3,253,719	)		284,961
Accumulated other comprehensive (loss) income		(21,099	)		26,009		(62,508	)		36,499			(21,099	)
Retained earnings		1,878,459			1,977,851		2,771,958			(4,749,809	)		1,878,459
		2,143,671			2,252,106		5,887,291			(8,139,397	)		2,143,671
Treasury stock		(36,363	)										(36,363	)
Total shareholders’ equity		2,107,308			2,252,106		5,887,291			(8,139,397	)		2,107,308
Total liabilities and shareholders’ equity	$	2,652,638		$	6,781,726	$	15,128,144		$	(12,604,181	)	$	11,958,327

(a) Revised for FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

27

AmeriCredit Corp.

Consolidating Statement of Operations

Three Months Ended September 30, 2009

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	19,324		$	370,472				$	389,796
Other income	$	4,958			87,417			162,952	$	(231,839	)		23,488
Equity in income of affiliates		34,348			42,655					(77,003	)
		39,306			149,396			533,424		(308,842	)		413,284
Costs and expenses
Operating expenses		3,406			14,027			51,429					68,862
Depreciation expense - leased vehicles					349			9,761					10,110
Provision for loan losses					13,498			144,453					157,951
Interest expense		13,290			90,260			258,437		(231,839	)		130,148
Restructuring charges, net					(37	)							(37	)
		16,696			118,097			464,080		(231,839	)		367,034
Income before income taxes		22,610			31,299			69,344		(77,003	)		46,250
Income tax (benefit) provision		(3,151	)		(3,049	)		26,689					20,489
Net income	$	25,761		$	34,348		$	42,655	$	(77,003	)	$	25,761

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AmeriCredit Corp.

Consolidating Statement of Operations

Three Months Ended September 30, 2008

(Unaudited, in Thousands)

(Revised)

	AmeriCredit Corp.(a)			Guarantors			Non- Guarantors		Eliminations			Consolidated (a)
Revenue
Finance charge income				$	17,704		$	516,269				$	533,973
Other income	$	7,113			279,052			540,473	$	(795,562	)		31,076
Gain on retirement of debt		994											994
Equity in income of affiliates		10,834			62,981					(73,815	)
		18,941			359,737			1,056,742		(869,377	)		566,043
Costs and expenses
Operating expenses		6,244			14,632			63,379					84,255
Depreciation expense - leased vehicles					5,099			5,815					10,914
Provision for loan losses					55,447			219,418					274,865
Interest expense		27,306			302,635			666,275		(795,562	)		200,654
Restructuring charges, net					551								551
		33,550			378,364			954,887		(795,562	)		571,239
(Loss) income before income taxes		(14,609	)		(18,627	)		101,855		(73,815	)		(5,196	)
Income tax (benefit) provision		(9,335	)		(29,461	)		38,874					78
Net (loss) income	$	(5,274	)	$	10,834		$	62,981	$	(73,815	)	$	(5,274	)

(a) Revised for FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

29

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Three Months Ended September 30, 2009

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	25,761		$	34,348		$	42,655		$	(77,003	)	$	25,761
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		500			3,026			19,298						22,824
Accretion and amortization of loan fees					(2,218	)		4,593						2,375
Provision for loan losses					13,498			144,453						157,951
Deferred income taxes		(8,124	)		(3,048	)		26,689						15,517
Non-cash interest charges on convertible debt		5,249												5,249
Stock-based compensation expense		2,968												2,968
Amortization of warrant costs		1,968												1,968
Other					(2,284	)		(4,533	)					(6,817	)
Equity in income of affiliates		(34,348	)		(42,655	)					77,003
Changes in assets and liabilities:
Income tax receivable		113,239			(32	)								113,207
Other assets		1,159			(4,644	)		4,790						1,305
Accrued taxes and expenses		(1,676	)		(3,711	)		(1,270	)					(6,657	)
Net cash provided (used) by operating activities		106,696			(7,720	)		236,675						335,651
Cash flows from investing activities:
Purchases of receivables					(217,920	)		(257,339	)		257,339			(217,920	)
Principal collections and recoveries on receivables					56,325			855,796						912,121
Net proceeds from sale of receivables					257,339						(257,339	)
Purchases of property and equipment					(152	)								(152	)
Change in restricted cash - securitization notes payable								(21,698	)					(21,698	)
Change in restricted cash - credit facilities								24,798						24,798
Change in other assets					8,257			2,130						10,387
Net change in investment in affiliates		(6,196	)		688,630			6,827			(689,261	)
Net cash (used) provided by investing activities		(6,196	)		792,479			610,514			(689,261	)		707,536
Cash flows from financing activities:
Net change in credit facilities								(611,065	)					(611,065	)
Issuance of securitization notes payable								725,000						725,000
Payments on securitization notes payable								(885,950	)					(885,950	)
Debt issuance costs		1,517						(4,221	)					(2,704	)
Proceeds from issuance of common stock		1,136			(13,523	)		(682,636	)		696,159			1,136
Other net changes		(119	)											(119	)
Net change in due (to) from affiliates		(109,959	)		(500,628	)		609,675			912
Net cash (used) provided by financing activities		(107,425	)		(514,151	)		(849,197	)		697,071			(773,702	)
Net (decrease) increase in cash and cash equivalents		(6,925	)		270,608			(2,008	)		7,810			269,485
Effect of Canadian exchange rate changes on cash and cash equivalents		6,925			219						(7,810	)		(666	)
Cash and cash equivalents at beginning of period					186,564			6,723						193,287
Cash and cash equivalents at end of period	$			$	457,391		$	4,715		$			$	462,106

30

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Three Months Ended September 30, 2008

(Unaudited, in Thousands)

(Revised)

	AmeriCredit Corp.(a)			Guarantors			Non- Guarantors			Eliminations			Consolidated (a)
Cash flows from operating activities:
Net (loss) income	$	(5,274	)	$	10,834		$	62,981		$	(73,815	)	$	(5,274	)
Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities:
Depreciation and amortization		1,100			13,240			11,545						25,885
Accretion and amortization of loan fees					(2,503	)		9,498						6,995
Gain on retirement of debt		(994	)											(994	)
Provision for loan losses					55,447			219,418						274,865
Deferred income taxes		(13,166	)		(11,373	)		19,377						(5,162	)
Non-cash interest charges on convertible debt		5,608												5,608
Stock-based compensation expense		3,894												3,894
Amortization of warrant costs		12,348												12,348
Other		(129	)		3,807			(8	)					3,670
Equity in income of affiliates		(10,834	)		(62,981	)					73,815
Changes in assets and liabilities:
Income tax receivable		1,065												1,065
Other assets		53			(2,431	)		2,730						352
Accrued taxes and expenses		18,096			(4,562	)		(6,574	)					6,960
Net cash provided (used) by operating activities		11,767			(522	)		318,967						330,212
Cash flows from investing activities:
Purchases of receivables					(586,647	)		(222,243	)		222,243			(586,647	)
Principal collections and recoveries on receivables					63,185			1,150,259						1,213,444
Net proceeds from sale of receivables					222,243						(222,243	)
Purchases of property and equipment					(855	)								(855	)
Investment in money market fund					(115,821	)								(115,821	)
Change in restricted cash - securitization notes payable								66,976						66,976
Change in restricted cash - credit facilities								68,735						68,735
Change in other assets					92,732			(74,885	)					17,847
Net change in investment in affiliates		1,285			(266,390	)		1,147			263,958
Net cash provided (used) by investing activities		1,285			(591,553	)		989,989			263,958			663,679
Cash flows from financing activities:
Net change in credit facilities								67,013						67,013
Issuance of securitization notes payable
Payments on securitization notes payable								(1,130,862	)					(1,130,862	)
Retirement of convertible debt		(114,048	)											(114,048	)
Debt issuance costs		(21	)		(1,969	)		(1,376	)					(3,366	)
Proceeds from issuance of common stock		14						265,241			(265,241	)		14
Other net changes		(2,982	)											(2,982	)
Net change in due from (to) affiliates		105,270			385,039			(489,465	)		(844	)
Net cash (used) provided by financing activities		(11,767	)		383,070			(1,289,449	)		(266,085	)		(1,184,231	)
Net increase (decrease) in cash and cash equivalents		1,285			(209,005	)		19,507			(2,127	)		(190,340	)
Effect of Canadian exchange rate changes on cash and cash equivalents		(1,285	)		(258	)		15			2,127			599
Cash and cash equivalents at beginning of period					361,352			72,141						433,493
Cash and cash equivalents at end of period	$			$	152,089		$	91,663		$			$	243,752

(a) Revised for FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” for additional information.

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

GENERAL

We are a leading independent auto finance company specializing in purchasing retail automobile installment sales contracts originated by franchised and select independent dealers in connection with the sale of used and new automobiles. 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.

Through wholly-owned subsidiaries, we 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 targeted 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 specified 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 such higher 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 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.

32

RESULTS OF OPERATIONS

Three Months Ended September 30, 2009 as compared to Three Months Ended September 30, 2008

Changes in Finance Receivables:

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

	Three Months Ended September 30,
	2009			2008
Balance at beginning of period	$	10,927,969		$	14,981,412
Loans purchased		229,073			579,290
Liquidations and other		(1,136,009	)		(1,497,857	)
Balance at end of period	$	10,021,033		$	14,062,845
Average finance receivables	$	10,482,453		$	14,544,922

The decrease in loans purchased during the three months ended September 30, 2009, as compared to the three months ended September 30, 2008, was primarily due to the implementation of revised operating plans which included reduced loan origination targets. The decrease in liquidations and other resulted primarily from reduced average finance receivables.

The average new loan size decreased to $16,331 for the three months ended September 30, 2009, from $17,773 for the three months ended September 30, 2008. The average annual percentage rate for finance receivables purchased during the three months ended September 30, 2009, increased to 19.1% from 16.6% during the three months ended September 30, 2008.

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.

33

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

	Three Months Ended September 30,
	2009			2008(a) (Revised)
Finance charge income	$	389,796		$	533,973
Other income		23,488			31,076
Interest expense		(130,148	)		(200,654	)
Net margin	$	283,136		$	364,395

(a) Revised for the Financial Accounting Standards Board (“FASB”) issuance of Financial Accounting Standards Staff Position (“FSP”), Accounting Principles Board (“APB”) 14-1,Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”) (Accounting Standards Codification “ASC” 470 20 65-1). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” to the consolidated financial statements for additional information.

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

	Three Months Ended September 30,
	2009		2008(a) (Revised)
Finance charge income	14.7	%	14.5	%
Other income	0.9		0.9
Interest expense	(4.9	)	(5.5	)
Net margin as a percentage of average finance receivables	10.7	%	9.9	%

(a) Revised for FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” to the consolidated financial statements for additional information.

The increase in net margin as a percentage of average finance receivables for the three months ended September 30, 2009, as compared to the three months ended September 30, 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 and lower base borrowing rates associated with advances under our credit facilities.

Revenue:

Finance charge income decreased by 27.0% to $389.8 million for the three months ended September 30, 2009, from $534.0 million for the three months

34

ended September 30, 2008, primarily due to the 27.9% decrease in average finance receivables. The effective yield on our finance receivables increased to 14.7% for the three months ended September 30, 2009, from 14.5% for the three months ended September 30, 2008. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of our finance contracts due to finance receivables in nonaccrual status.

Other income consists of the following (in thousands):

	Three Months Ended September 30,
	2009		2008
Investment income	$	984	$	4,926
Leasing income		11,458		11,945
Late fees and other income		11,046		14,205
	$	23,488	$	31,076

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

Costs and Expenses:

Operating Expenses

Operating expenses decreased by 18.3% to $68.9 million for the three months ended September 30, 2009, from $84.3 million for the three months ended September 30, 2008, as a result of reduced loan origination levels and lower average finance receivables. 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 70.1% and 70.9% of total operating expenses for the three months ended September 30, 2009 and 2008, respectively.

Operating expenses as an annualized percentage of average finance receivables were 2.6% for the three months ended September 30, 2009 as compared to 2.3% for the three months ended September 30, 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 three months ended September 30, 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 $158.0 million for the three months ended September 30, 2009, from $274.9 million for the three months ended September 30, 2008, as a result of reduced loan

35

origination levels and a moderation in the rate of credit deterioration during the three months ended September 30, 2009. As an annualized percentage of average finance receivables, the provision for loan losses was 6.0% and 7.5% for the three months ended September 30, 2009 and 2008, respectively.

Interest Expense

Interest expense decreased to $130.1 million for the three months ended September 30, 2009, from $200.7 million for the three months ended September 30, 2008. Interest expense reflects the adoption of FSP APB 14-1 (ASC 470 20 65-1), which was applied retrospectively. We have separately accounted for the liability and equity components of our convertible senior notes retrospectively, which results in recognizing interest expense based on a borrowing rate at the time of issuance for similar unsecured senior debt without an equity conversion feature. Average debt outstanding was $9.2 billion and $13.5 billion for the three months ended September 30, 2009 and 2008, respectively. Our effective rate of interest on our debt decreased to 5.6% for the three months ended September 30, 2009, compared to 5.9% for the three months ended September 30, 2008, due to lower base borrowing rates associated with the advances under our credit facilities.

Taxes

Our effective income tax rate was 44.3% and (1.5%) for the three months ended September 30, 2009 and 2008, respectively. The September 30, 2009 effective tax rate was negatively impacted primarily by state income tax rates and adjustments to state deferred tax assets and liabilities.

Other Comprehensive Income:

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

	Three Months Ended September 30,
	2009			2008
Unrealized gains on cash flow hedges	$	7,411		$	9,925
Canadian currency translation adjustment		6,924			(1,285	)
Income tax provision		(5,176	)		(3,279	)
	$	9,159		$	5,361

36

Cash Flow Hedges

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

	Three Months Ended September 30,
	2009			2008
Unrealized losses related to changes in fair value	$	(15,833	)	$	(10,225	)
Reclassification of net unrealized losses into earnings		23,244			20,150
	$	7,411		$	9,925

Unrealized gains related to changes in fair value for the three months ended September 30, 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 gains of $6.9 million and losses of $1.3 million for the three months ended September 30, 2009 and 2008, respectively, were included in other comprehensive income. The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the three months ended September 30, 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.

37

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

	September 30, 2009			June 30, 2009
Principal amount of receivables, net of fees	$	10,021,033		$	10,927,969
Nonaccretable acquisition fees		(9,264	)		(12,100	)
Allowance for loan losses		(816,694	)		(878,540	)
Receivables, net	$	9,195,075		$	10,037,329
Number of outstanding contracts		849,465			895,708
Average carrying amount of outstanding contract (in dollars)	$	11,797		$	12,200
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		8.2	%		8.2	%

Delinquency

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

	September 30, 2009				September 30, 2008
	Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	763,797	7.6	%��	$	1,047,718	7.4	%
Greater-than-60 days		382,164	3.8			505,033	3.6
		1,145,961	11.4			1,552,751	11.0
In repossession		64,876	0.7			74,325	0.5
	$	1,210,837	12.1	%	$	1,627,076	11.5	%

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 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 September 30, 2009, as compared to September 30, 2008, as a result of an increase in the average age or seasoning of the portfolio.

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Deferrals

In accordance with our policies and guidelines, we, at times, offer payment deferrals to consumers whereby the consumer is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferments that may be granted. 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 portfolio receive a deferral at some point in the life of the account.

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

Contracts receiving a payment deferral as an average quarterly percentage of average finance receivables outstanding were 7.9% and 7.3% for the three months ended September 30, 2009 and 2008, respectively. Contracts receiving a payment deferral increased as weaker economic conditions resulted in more eligible consumers requesting and being granted deferments.

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

	September 30, 2009		June 30, 2009
Never deferred	65.6	%	66.9	%
Deferred:
1-2 times	26.2		26.0
3-4 times	8.1		7.0
Greater than 4 times	0.1		0.1
Total deferred	34.4		33.1
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

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may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios and loss confirmation periods used in the determination of the adequacy of our allowance for loan losses are also impacted. Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the loan portfolio and therefore increase the allowance for loan losses and related provision for loan losses. Changes in these ratios and periods are considered in determining the appropriate level of allowance for loan losses and related provision for loan losses.

Charge-offs

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

	Three Months Ended September 30,
	2009			2008
Repossession charge-offs	$	367,346		$	363,529
Less: Recoveries		(156,929	)		(151,323	)
Mandatory charge-offs (a)		12,216			53,653
Net charge-offs	$	222,633		$	265,859
Net charge-offs as an annualized percentage of average receivables:		8.4	%		7.3	%
Recoveries as a percentage of gross repossession charge-offs:		42.7	%		41.6	%

(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 as an annualized percentage of average finance receivables for the three months ended September 30, 2009, as compared to the three months ended September 30, 2008, was a result of an increase in the average age or seasoning of the portfolio and weaker economic conditions.

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

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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 $217.9 million and $586.6 million for the purchase of finance receivables during the three months ended September 30, 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 finance receivables in securitization transactions.

Credit Facilities

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

As of September 30, 2009, credit facilities consisted of the following (in millions):

Facility Type	Maturity (a)	Facility Amount		Advances Outstanding
Master warehouse facility (b)	March 2010	$	1,000.0
Medium term note facility (c)	October 2009		750.0	$	750.0
Prime/Near prime facility (d)					218.2
Lease warehouse facility (e)					50.9
		$	1,750.0	$	1,019.1

(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.

(b) The revolving period under this facility ends March 2010 and any outstanding balance will be repaid over time based on the amortization of the receivables pledged until April 2011 when any remaining amount will be due and payable.

(c) The revolving period under this facility ended subsequent to September 30, 2009, and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged until October 2016 when any remaining amount will be due and payable.

(d) The revolving period under this facility has ended and the outstanding debt balance will be repaid over time based on the amortization of the receivables pledged. On October 30, 2009, we priced a $227.5 million securitization transaction, AmeriCredit Prime Automobile Receivables Trust (“APART”) 2009-1, and we anticipate using the proceeds from this securitization to repay borrowings and retire this facility.

(e) Subsequent to September 30, 2009, the facility was repaid in full.

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

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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 September 30, 2009, we were in compliance with all covenants in our credit facilities.

Securitizations

We have completed 66 securitization transactions through September 30, 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.

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

Transaction	Date	Original Amount		Balance at September 30, 2009
2004-D-F	November 2004	$	750.0	$	36.3
2005-A-X	February 2005		900.0	$	56.6
2005-1	April 2005		750.0	$	45.9
2005-B-M	June 2005		1,350.0	$	132.6
2005-C-F	August 2005		1,100.0	$	135.2
2005-D-A	November 2005		1,400.0	$	210.7
2006-1	March 2006		945.0	$	141.1
2006-R-M	May 2006		1,200.0	$	399.7
2006-A-F	July 2006		1,350.0	$	327.8
2006-B-G	September 2006		1,200.0	$	344.9
2007-A-X	January 2007		1,200.0	$	402.8
2007-B-F	April 2007		1,500.0	$	588.2
2007-1 (APART)	May 2007		1,000.0	$	386.0
2007-C-M	July 2007		1,500.0	$	675.0
2007-D-F	September 2007		1,000.0	$	488.4
2007-2-M (APART)	October 2007		1,000.0	$	484.9
2008-A-F	May 2008		750.0	$	474.9
2008-1	October 2008		500.0	$	346.6
2008-2	November 2008		500.0	$	357.5
2009-1	July 2009		725.0	$	666.1
BV2005-LJ-1	February 2005		232.1	$	22.3
BV2005-LJ-2 (a)	July 2005		185.6	$	20.9
BV2005-3	December 2005		220.1	$	37.3
LB2004-C	December 2004		350.0	$	17.6
LB2005-A	June 2005		350.0	$	33.8
LB2005-B	October 2005		350.0	$	44.2
LB2006-A	May 2006		450.0	$	84.4
LB2006-B	September 2006		500.0	$	130.4
LB2007-A	March 2007		486.0	$	174.3
Total active securitizations		$	23,743.8	$	7,266.4

(a) Balance at September 30, 2009 does not include $1.7 million of debt repurchased and retained by us.

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We structure our securitization transactions as secured financings. Finance receivables are transferred to a securitization Trust, which is one of our special purpose finance subsidiaries, and the Trusts issue one or more series of asset-backed securities (securitization notes payable). While these Trusts are included in our consolidated financial statements, these Trusts are separate legal entities; thus the finance receivables and other assets held by these Trusts are legally owned by these Trusts, are available to satisfy the related securitization notes payable and are not available to our creditors or our other subsidiaries.

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

Generally, we employ two types of securitization structures. The structure we had utilized most frequently involves the purchase of a financial guaranty insurance policy issued by an insurer. Because the financial guaranty insurers historically used by us have either been downgraded by the rating agencies due to risk exposures on insurance policies that guarantee mortgage debt or have decided to no longer issue insurance policies on asset-backed securities, 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 July 2009, we entered into a senior subordinated securitization, AmeriCredit Automobile Receivables Trust (“AMCAR”) 2009-1, that has initial cash deposit and overcollateralization requirements of 28.1%. This level of credit enhancement requires significantly greater use of our capital than in historical 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 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

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under the two facilities. Currently, the facilities are fully utilized. In September 2009, the facilities were renewed for an additional one year term. At the end of the one year term, the facilities, if not renewed, will amortize in accordance with the securitization transaction until paid off.

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

	Three Months Ended September 30,
	2009		2008
Initial credit enhancement deposits:
Restricted cash	$	19.6
Overcollateralization		256.1
Distributions from Trusts		74.6	$	170.9

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.

As of September 30, 2009, we have exceeded the cumulative default ratio and cumulative net loss ratio targets in the AMCAR 2007-C-M and AMCAR 2007-D-F securitizations. In addition, three LBAC securitizations (LB2004-C, LB2005-A and LB2005-B) had delinquency ratios in excess of their targeted levels at September 30, 2009. Excess cash flows from these Trusts are being used to build higher credit enhancement in each respective Trust instead of being distributed to us.

The agreements that we have entered into with our financial guaranty insurance providers in connection with securitization transactions insured by them 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 declare the occurrence of an event of default and take steps 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 declared under one

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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 and the financial guaranty insurance providers elect to declare an event of default, the insurance providers may 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, including under our senior note and convertible note indentures. Although we have never exceeded these additional targeted portfolio performance ratios, and we currently believe it is unlikely that an event of default would be declared and our servicing rights terminated if we were to exceed these higher targeted ratios, there can be no assurance that an event of default will not be declared and our servicing rights will not be terminated if (i) such targeted portfolio performance ratios are breached, (ii) we breach our obligations under the servicing agreements, (iii) the financial guaranty insurance providers are required to make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of September 30, 2009, no such servicing right termination events have occurred with respect to any of the Trusts formed by us.

Contractual Obligations

As of September 30, 2009, we had liabilities, included in accrued taxes and expenses on the consolidated balance sheets, associated with uncertain tax positions of $55.1 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.

Adoption of New Accounting Standards

As of July 1, 2009, we adopted FSP APB 14-1 (ASC 470 20 65-1),Accounting for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 (ASC 470 20 65-1) specifies that when issuers of convertible debt instruments that may be settled in cash upon conversion recognize interest cost in subsequent periods, they should separately account for the liability and equity components of the instrument in a manner that will reflect the entity’s borrowing rate at the time of issuance for similar unsecured senior debt without an equity conversion feature. FSP APB 14-1 (ASC 470 20 65-1) is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The transition provision requires that entities retrospectively apply FSP APB 14-1 (ASC 470 20 65-1) for all periods presented. Our convertible senior notes due in September 2011 and September 2013 are affected by the adoption of this FSP. See Note 1 – “Summary of Significant Accounting Policies – Adoption of New Accounting Standards” and Note 6 – “Senior Notes and Convertible Senior Notes” to the consolidated financial statements for additional information.

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Recent Accounting Pronouncements and Accounting Changes

On August 28, 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05 to provide guidance on measuring the fair value of liabilities under ASC 820. ASC 820 assumes that the fair value of a financial instrument is the price that would be paid to transfer a liability in an orderly transaction between market participants. However, most liabilities have restrictions that do not allow them to be transferred and as such there is not a market for transferring the liabilities. ASU 2009-05 states that in the absence of a market for the liability a company can use (a) the quoted price of the identical liability when traded as an asset; (b) a quoted price for similar liabilities when traded as assets; (c) or another valuation technique that is consistent with the principles of ASC 820 such as a present value technique. The ASU is effective for the first interim or annual reporting period beginning after the ASU’s issuance. Management has evaluated the impact of the update and it is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

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.

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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 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 nine of our active securitization transactions. Portions

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of these interest rate swap agreements are designated and qualify as cash flow hedges. The fair value of interest rate swap agreements designated as hedges is included in liabilities on the consolidated balance sheets. Interest rate swap agreements that are not designated as hedges are included in other assets on the consolidated balance sheets.

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 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, 2009. 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

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

The CEO and CFO, with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 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 September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations Inherent in all Controls

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

Part II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and/or shareholders. As the assignee of finance contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities. 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, results of operations or cash flows.

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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, 2009, 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

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

The Annual Meeting of Shareholders was held on October 27, 2009.

The following proposals were adopted by the margins indicated:

1. Election of four directors to terms of office expiring at the Annual Meeting of Shareholders in 2012, or until their successors are elected and qualified.

Nominee for Terms Expiring in 2012	For	Withheld
Daniel E. Berce	124,492,714	884,662
Bruce R. Berkowitz	124,690,520	686,855
James H. Greer	124,387,081	990,265
Ian M. Cumming	123,414,876	1,962,499

The directors who are continuing to hold office are A.R. Dike, Douglas K. Higgins, Kenneth H. Jones, Jr., Clifton H. Morris, Jr., John R. Clay, and Justin R. Wheeler

2. Proposal to adopt the Amended and Restated Senior Executive Bonus Plan.

For	Against	Withheld
112,207,591	827,742	706,625

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3. Proposal to approve the ratification of the appointment by the Audit Committee of Deloitte and Touche LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2010.

For	Against	Withheld
124,941,215	397,878	38,282

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: November 6, 2009	By:	/s/ Chris A. Choate
		(Signature)
		Chris A. Choate
		Executive Vice President,
		Chief Financial Officer and Treasurer

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