General Motors Financial Company, Inc. - FORM 10-Q

General Motors Financial Company, Inc. - FORM 10-Q - May 7, 2010

Attached files

Attached files

General Motors Financial Company, Inc. Reports

file	filename
EX-32.1 - SECTION 906 CEO AND CFO CERTIFICATIONS - General Motors Financial Company, Inc.	dex321.htm
EX-10.2 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - KYLE R. BIRCH - General Motors Financial Company, Inc.	dex102.htm
EX-10.5 - AMENDED AND RESTATED EMPLOYMENT AGREEMENT - BRIAN S. MOCK - General Motors Financial Company, Inc.	dex105.htm
EX-10.1 - SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT - DANIEL E. BERCE - General Motors Financial Company, Inc.	dex101.htm
EX-31.1 - SECTION 302 CEO AND CFO CERTIFICATIONS - General Motors Financial Company, Inc.	dex311.htm
EX-10.3 - SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT - STEVEN P. BOWMAN - General Motors Financial Company, Inc.	dex103.htm
EX-10.4 - SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT - CHRIS A. CHOATE - General Motors Financial Company, Inc.	dex104.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2010

¨	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.

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 134,560,825 shares of common stock, $0.01 par value outstanding as of April 30, 2010.

AMERICREDIT CORP.

INDEX TO FORM 10-Q


			Page

Part I. FINANCIAL INFORMATION

	Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	3

		Consolidated Balance Sheets – March 31, 2010 and June 30, 2009	3

		Consolidated Statements of Operations and Comprehensive Operations – Three and Nine Months Ended March 31, 2010 and 2009	4

		Consolidated Statements of Cash Flows – Nine Months Ended March 31, 2010 and 2009	5

		Notes to Consolidated Financial Statements	6

	Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34

	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	55

	Item 4.	CONTROLS AND PROCEDURES	56

Part II. OTHER INFORMATION

	Item 1.	LEGAL PROCEEDINGS	56

	Item 1A.	RISK FACTORS	57

	Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	57

	Item 3.	DEFAULTS UPON SENIOR SECURITIES	57

	Item 4.	REMOVED AND RESERVED	57

	Item 5.	OTHER INFORMATION	57

	Item 6.	EXHIBITS	57

SIGNATURE			58

Part I. FINANCIAL INFORMATION

Item 1.

CONDENSED FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)


	March 31, 2010			June 30, 2009 ^(a) (Revised)
Assets
Cash and cash equivalents	$	497,329		$	193,287
Finance receivables, net		8,187,125			10,037,329
Restricted cash – securitization notes payable		989,356			851,606
Restricted cash – credit facilities		153,244			195,079
Property and equipment, net		38,838			44,195
Leased vehicles, net		117,037			156,387
Deferred income taxes		83,249			75,782
Other assets		157,473			207,083
Income tax receivable					197,579


Total assets	$	10,223,651		$	11,958,327


Liabilities and Shareholders’ Equity
Liabilities:
Credit facilities	$	658,137		$	1,630,133
Securitization notes payable		6,462,494			7,426,687
Senior notes		70,620			91,620
Convertible senior notes		408,539			392,514
Accrued taxes and expenses		226,642			157,640
Interest rate swap agreements		83,946			131,885
Other liabilities		11,840			20,540


Total liabilities		7,922,218			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; 136,424,160 and 134,977,812 shares issued		1,364			1,350
Additional paid-in capital		317,660			284,961
Accumulated other comprehensive income (loss)		7,769			(21,099	)
Retained earnings		2,013,455			1,878,459


		2,340,248			2,143,671

Treasury stock, at cost (1,911,636 and 1,806,446 shares)		(38,815	)		(36,363	)


Total shareholders’ equity		2,301,433			2,107,308


Total liabilities and shareholders’ equity	$	10,223,651		$	11,958,327

(a)

Revised for the Financial Accounting Standards Board (“FASB”) issuance of Accounting Standards Codification “ASC” 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. 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.

AMERICREDIT CORP.

Consolidated Statements of Operations and Comprehensive Operations

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


	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009 ^(a) (Revised)			2010			2009 ^(a) (Revised)
Revenue
Finance charge income	$	339,892		$	452,186		$	1,092,788		$	1,483,719
Other income		20,930			29,191			68,073			90,893
Gain on retirement of debt		283			11,048			283			42,453

		361,105			492,425			1,161,144			1,617,065


Costs and expenses
Operating expenses		75,215			76,278			220,487			244,877
Leased vehicles expenses		8,688			13,694			29,019			36,765
Provision for loan losses		74,583			234,816			338,732			797,703
Interest expense		106,584			148,237			358,492			573,666
Restructuring charges, net		220			7,810			134			10,465

		265,290			480,835			946,864			1,663,476


Income (loss) before income taxes		95,815			11,590			214,280			(46,411	)

Income tax provision (benefit)		32,609			13,996			79,284			(3,729	)


Net income (loss)		63,206			(2,406	)		134,996			(42,682	)


Other comprehensive income (loss)
Unrealized gains (losses) on cash flow hedges		9,744			24,080			34,242			(27,614	)
Foreign currency translation adjustment		2,788			(2	)		11,056			(5,922	)
Income tax (provision) benefit		(4,553	)		(9,034	)		(16,430	)		12,856


Other comprehensive income (loss)		7,979			15,044			28,868			(20,680	)


Comprehensive income (loss)	$	71,185		$	12,638		$	163,864		$	(63,362	)


Earnings (loss) per share
Basic	$	0.47		$	(0.02	)	$	1.01		$	(0.35	)

Diluted	$	0.45		$	(0.02	)	$	0.98		$	(0.35	)


Weighted average shares
Basic		134,053,846			131,914,885			133,588,587			122,697,685

Diluted		139,231,152			131,914,885			137,645,064			122,697,685

(a)

Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. 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.

AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, in Thousands)


	Nine Months Ended March 31,
	2010			2009 ^(a) (Revised)
Cash flows from operating activities
Net income (loss)	$	134,996		$	(42,682	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		61,997			82,855
Accretion and amortization of loan fees		4,729			15,903
Provision for loan losses		338,732			797,703
Deferred income taxes		(24,217	)		218,994
Non-cash interest charges on convertible debt		16,025			16,908
Stock-based compensation expense		11,510			11,238
Amortization of warrant costs		1,968			43,017
Gain on retirement of debt		(283	)		(43,208	)
Other		(16,393	)		3,641
Changes in assets and liabilities:
Income tax receivable		197,402			(179,920	)
Other assets		12,174			(15,998	)
Accrued taxes and expenses		57,929			(45,988	)

Net cash provided by operating activities		796,569			862,463

Cash flows from investing activities:
Purchases of receivables		(1,196,301	)		(1,112,143	)
Principal collections and recoveries on receivables		2,733,164			3,312,854
Purchases of property and equipment		(1,023	)		(948	)
Investment in money market fund					(115,821	)
Proceeds from money market fund		10,047			99,114
Change in restricted cash – securitization notes payable		(137,750	)		83,565
Change in restricted cash – credit facilities		41,835			24,205
Change in other assets		25,712			25,216

Net cash provided by investing activities		1,475,684			2,316,042

Cash flows from financing activities:
Net change in credit facilities		(971,996	)		(1,125,534	)
Issuance of securitization notes payable		1,752,493			1,000,000
Payments on securitization notes payable		(2,719,692	)		(3,111,096	)
Retirement of debt		(20,425	)		(224,723	)
Debt issuance costs		(20,898	)		(32,039	)
Proceeds from issuance of common stock		12,708			1,271
Other net changes		227			(3,207	)

Net cash used by financing activities		(1,967,583	)		(3,495,328	)

Net increase (decrease) in cash and cash equivalents		304,670			(316,823	)
Effect of Canadian exchange rate changes on cash and cash equivalents		(628	)		4,261
Cash and cash equivalents at beginning of period		193,287			433,493

Cash and cash equivalents at end of period	$	497,329		$	120,931

(a)

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

AMERICREDIT CORP.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The consolidated financial statements as of March 31, 2010, and for the three and nine months ended March 31, 2010 and 2009, 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 the Current Report on Form 8-K filed on November 16, 2009, which reflect the revision of prior-period annual financial information as discussed below for the adoption of ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion.

Adoption of New Accounting Standards

As of July 1, 2009, we adopted ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. 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. The transition provision requires that entities retrospectively apply 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 ASC. See Note 6 – “Senior Notes and Convertible Senior Notes” for further discussion.

The following table presents consolidated statements of operations and comprehensive operations data for the three and nine months ended March 31, 2010, excluding the impact of the adoption of ASC 470 20 65-1 and as reported (dollars in thousands, except per share data):


	Three Months Ended March 31, 2010				Nine Months Ended March 31, 2010
	Excluding impact of ASC 470 20 65-1		As Reported		Excluding impact of ASC 470 20 65-1		As Reported

Interest expense	$	101,150	$	106,584	$	342,467	$	358,492
Income before income taxes		101,249		95,815		230,305		214,280
Income tax provision		34,365		32,609		85,213		79,284
Net income		66,884		63,206		145,092		134,996
Earnings per share:
Basic	$	0.50	$	0.47	$	1.09	$	1.01
Diluted	$	0.48	$	0.45	$	1.05	$	0.98

The following table presents consolidated statements of operations and comprehensive operations data for the three and nine months ended March 31, 2009, as reported and as revised for the retrospective adoption of ASC 470 20 65-1 (dollars in thousands, except per share data):


	Three Months Ended March 31, 2009					Nine Months Ended March 31, 2009
	As Reported		As Revised			As Reported			As Revised

Gain on retirement of debt	$	14,442	$	11,048		$	53,309		$	42,453
Interest expense		143,085		148,237			557,194			573,666
Income (loss) before income taxes		20,136		11,590			(19,083	)		(46,411	)
Income tax provision (benefit)		10,303		13,996			(1,698	)		(3,729	)
Net income (loss)		9,833		(2,406	)		(17,385	)		(42,682	)
Income (loss) per share:
Basic	$	0.07	$	(0.02	)	$	(0.14	)	$	(0.35	)
Diluted	$	0.07	$	(0.02	)	$	(0.14	)	$	(0.35	)

Recent Accounting Pronouncements and Accounting Changes

On January 21, 2010, the FASB issued ASU 2010-06 to add new requirements for fair value disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. This ASU became effective during the three months ended March 31, 2010 and it did not have a material impact on our consolidated financial position, results of operations or cash flows.

On February 10, 2010, the FASB issued ASU 2010-09 to amend certain recognition and disclosure requirements regarding subsequent events. This ASU became effective on the issue date and it did not 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):


	March 31, 2010			June 30, 2009
Finance receivables unsecuritized, net of fees	$	1,249,999		$	2,534,158
Finance receivables securitized, net of fees		7,560,375			8,393,811
Less nonaccretable acquisition fees		(3,122	)		(12,100	)
Less allowance for loan losses		(620,127	)		(878,540	)

	$	8,187,125		$	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 $712.2 million and $2,037.6 million pledged under our credit facilities as of March 31, 2010 and June 30, 2009, respectively.

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

The accrual of finance charge income has been suspended on $403.0 million and $667.3 million of delinquent finance receivables as of March 31, 2010 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 March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Balance at beginning of period	$	6,277		$	28,359		$	12,100		$	42,802
Net charge-offs		(3,155	)		(5,363	)		(8,978	)		(19,806	)

Balance at end of period	$	3,122		$	22,996		$	3,122		$	22,996

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


	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Balance at beginning of period	$	710,782		$	894,617		$	878,540		$	908,311
Provision for loan losses		74,583			234,816			338,732			797,703
Net charge-offs		(165,238	)		(234,437	)		(597,145	)		(811,018	)

Balance at end of period	$	620,127		$	894,996		$	620,127		$	894,996

NOTE 3 – SECURITIZATIONS

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


	Three Months Ended March 31,				Nine Months Ended March 31,
	2010		2009		2010		2009
Receivables securitized	$	927,758			$	2,203,304	$	1,289,082
Net proceeds from securitization		800,000				1,752,493		1,000,000
Servicing fees ^(a)		48,312	$	59,966		150,443		184,751
Distributions		112,697		58,822		242,332		343,134

(a)

Servicing fees earned on securitizations are included in finance charge income on the consolidated statements of operations.

As of March 31, 2010 and June 30, 2009, respectively, we were servicing $7.6 billion and $8.4 billion of finance receivables that have been transferred to securitization Trusts.

NOTE 4 – CREDIT FACILITIES

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


	March 31, 2010		June 30, 2009
Medium term note facility	$	658,137	$	750,000
Master/Syndicated warehouse facility				569,756
Prime/Near prime facility				250,377
Lease warehouse facility				60,000

	$	658,137	$	1,630,133

Further detail regarding terms and availability of the credit facilities as of March 31, 2010, follows (in thousands):


Facility Type	Maturity	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged ^(a)
Master/Syndicated warehouse facility ^(b)	February 2011	$	1,300,000					$	300
Medium term note facility^(c)				$	658,137	$	712,157		121,818

		$	1,300,000	$	658,137	$	712,157	$	122,118

(a)

These amounts do not include cash collected on finance receivables pledged of $31.1 million which is also included in restricted cash – credit facilities on the consolidated balance sheets.

(b)

The revolving period under this facility ends in February 2011 and any outstanding balance will be repaid over time based on the amortization of the receivables pledged until February 2012 when any remaining amount outstanding will be due and payable.

(c)

The revolving period under this facility ended in October 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 outstanding will be due and payable.

Generally, our credit facilities are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits. Under these funding agreements, we transfer finance receivables to our special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance receivables and cash. The agents provide funding under the notes to the subsidiaries pursuant to an advance formula, and the subsidiaries forward the funds to us in consideration for the transfer of finance receivables. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to our creditors or our other subsidiaries. Advances under the funding agreements bear interest at commercial paper, London Interbank Offered Rates (“LIBOR”) or prime rates plus specified fees depending upon the source of funds provided by the agents.

delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements, and/or remove us as servicer. As of March 31, 2010, we were in compliance with all covenants in our credit facilities.

The lease warehouse facility and the prime/near prime facility were repaid in full in October and November 2009, respectively.

On February 26, 2010, we increased and extended our master/syndicated warehouse facility. The borrowing capacity available under the facility increased to $1.3 billion from $1.0 billion and includes commitments from eight lenders.

Debt issuance costs are being amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $11.1 million and $16.1 million as of March 31, 2010 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 $18.8 million and $13.9 million as of March 31, 2010 and June 30, 2009, respectively, are included in other assets on the consolidated balance sheets.

Securitization notes payable as of March 31, 2010, consists of the following (dollars in thousands):


Transaction	Maturity Date (b)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged		Note Balance
2005-1	May 2011	$	750,000	4.5	%	$	35,579	$	26,647
2005-B-M	May 2012		1,350,000	4.1	%		91,717		82,787
2005-C-F	June 2012		1,100,000	4.5	%		98,190		89,678
2005-D-A	November 2012		1,400,000	4.9	%		160,586		146,562
2006-1	May 2013		945,000	5.3	%		129,848		101,413
2006-R-M	January 2014		1,200,000	5.4	%		329,537		298,095
2006-A-F	September 2013		1,350,000	5.6	%		270,698		246,276
2006-B-G	September 2013		1,200,000	5.2	%		287,445		263,246
2007-A-X	October 2013		1,200,000	5.2	%		343,409		316,135
2007-B-F	December 2013		1,500,000	5.2	%		506,575		468,021
2007-1 (APART)	March 2016		1,000,000	5.4	%		298,606		304,215
2007-C-M	April 2014		1,500,000	5.5	%		589,852		541,310
2007-D-F	June 2014		1,000,000	5.5	%		425,298		390,797
2007-2-M (APART)	March 2016		1,000,000	5.3	%		409,264		392,400
2008-A-F	October 2014		750,000	6.0	%		479,024		384,085
2008-1	January 2015		500,000	8.7	%		394,791		263,901
2008-2	April 2015		500,000	10.5	%		419,153		274,336
2009-1	January 2016		725,000	7.5	%		748,373		500,041
2009-1 (APART)	July 2017		227,493	2.7	%		254,235		188,774
2010-1	July 2017		600,000	3.7	%		648,686		581,148
2010-A	July 2017		200,000	3.1	%		235,458		199,988
BV2005-LJ-1 (a)	May 2012		232,100	5.1	%		13,896		14,725
BV2005-LJ-2 (a)(c)	February 2014		185,596	4.6	%		15,043		14,404
BV2005-3 (a)	June 2014		220,107	5.1	%		25,674		27,090
LB2004-C (a)	July 2011		350,000	3.5	%		10,109		8,276
LB2005-A (a)	April 2012		350,000	4.1	%		19,683		21,084
LB2005-B (a)	June 2012		350,000	4.4	%		31,083		29,011
LB2006-A (a)	May 2013		450,000	5.4	%		65,530		61,886
LB2006-B (a)	September 2013		500,000	5.2	%		94,262		97,971
LB2007-A	January 2014		486,000	5.0	%		128,771		128,192

		$	23,121,296			$	7,560,375	$	6,462,494

(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 $1.4 million of asset-backed securities repurchased and retained by us as of March 31, 2010.

At the time of securitization of finance receivables, we are required to provide credit enhancement by pledging 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 typically distributed to us. 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 typically distributed to us.

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 March 31, 2010, we have exceeded certain portfolio performance ratios in several AmeriCredit Automobile Receivables Trust (“AMCAR”) and Long Beach Acceptance Corporation (“LB”) securitizations. Excess cash flows from these Trusts have been or are being used to build higher credit enhancement in each respective Trust instead of being distributed to us. We do not expect the trapping of excess cash flows from these Trusts to have a material adverse impact to our liquidity.

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.

On January 22, 2010, we entered into an agreement with Assured Guaranty Municipal Corp., formerly known as Financial Security Assurance, Inc. to increase the levels of additional specified targeted portfolio performance ratios in the AMCAR 2007-D-F, AMCAR 2008-A-F, LB2006-B and LB2007-A securitizations. As part of this agreement, we deposited $38.0 million in the AMCAR 2007-D-F securitization restricted cash account and $57.0 million in the AMCAR 2008-A-F securitization restricted cash account. This cash is expected to be distributed to us over time as the securitization notes payable pay down.

NOTE 6 – SENIOR NOTES AND CONVERTIBLE SENIOR NOTES

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


	March 31, 2010			June 30, 2009 (Revised)

8.5% Senior Notes (due July 2015)	$	70,620		$	91,620


0.75% Convertible Senior Notes (due in September 2011)		247,000			247,000
Debt discount		(21,093	)		(31,088	)

2.125% Convertible Senior Notes (due in September 2013)		215,017			215,017
Debt discount		(32,385	)		(38,415	)

	$	408,539		$	392,514

As of July 1, 2009, we adopted ASC 470 20 65-1. 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. The transition provision requires that entities retrospectively apply ASC 470 20 65-1 for all periods presented.

As a result of adopting 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 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.

Interest expense related to the convertible senior notes consists of the following (in thousands):


	Three Months Ended March 31,				Nine Months Ended March 31,
	2010		2009		2010		2009
Contractual interest	$	1,606	$	1,763	$	4,816	$	5,660
Discount amortization		5,434		5,291		16,025		16,908

Total interest expense related to convertible senior notes	$	7,040	$	7,054	$	20,841	$	22,568

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 $1.0 million and $1.4 million related to the senior notes and $3.2 million and $4.2 million related to the convertible senior notes are included in other assets on the consolidated balance sheets as of March 31, 2010 and June 30, 2009, respectively.

During the three months ended March 31, 2010, we repurchased on the open market $21.0 million of senior notes due in 2015 at an average price of 97.3% of the principal amount of the notes repurchased. In connection with this repurchase, we recorded a gain on retirement of debt of $0.3 million for the three and nine months ended March 31, 2010.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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


	March 31, 2010				June 30, 2009
	Notional		Fair Value		Notional		Fair Value
Assets

Interest rate swaps ^(a)	$	1,993,791	$	27,315	$	2,592,548	$	24,267
Interest rate caps ^(a)		930,832		5,879		1,914,886		15,858

Total assets	$	2,924,623	$	33,194	$	4,507,434	$	40,125

Liabilities

Interest rate swaps	$	1,993,791	$	83,946	$	2,592,548	$	131,885
Interest rate caps ^(b)		724,471		6,061		1,721,044		16,644
Foreign currency contracts ^(b)(c)		66,680		2,524

Total liabilities	$	2,784,942	$	92,531	$	4,313,592	$	148,529

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

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

(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 $40.7 million, net of tax, and $62.5 million, net of tax, included in accumulated other comprehensive income (loss) as of March 31,

2010 and June 30, 2009, respectively. The ineffectiveness related to the interest rate swap agreements was immaterial for the three and nine months ended March 31, 2010 and 2009, respectively. We estimate approximately $52.9 million of unrealized losses included in accumulated other comprehensive income (loss) will be reclassified into earnings within the next twelve months.

Under the terms of our derivative financial instruments, we are required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of March 31, 2010, and June 30, 2009, these restricted cash accounts totaled $30.7 million and $45.7 million, respectively, and are included in other assets on the consolidated balance sheets.

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 and nine month periods ended March 31, 2010 (in thousands):


	Income (Losses) Recognized In Income					Losses Recognized in Accumulated Other Comprehensive Income (Loss)						Losses Reclassified From Accumulated Other Comprehensive Income (Loss) into Income (c)
	Three Months Ended		Nine Months Ended			Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended
	March 31, 2010					March 31, 2010						March 31, 2010
Non-Designated Hedges:
Interest rate contracts (a)	$	4,114	$	10,565
Foreign currency contracts (b)		280		(2,524	)

Total	$	4,394	$	8,041


Designated Hedges:
Interest rate contracts (a)	$	421	$	591		$	(9,493	)	$	(29,629	)	$	(19,237	)	$	(63,871	)

Total	$	421	$	591		$	(9,493	)	$	(29,629	)	$	(19,237	)	$	(63,871	)

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

(b)	Income (losses) recognized in income are included in operating expenses.

(c)	Losses reclassified from accumulated other comprehensive income (loss) into income for effective and ineffective portions are included in interest expense.

NOTE 8 – FAIR VALUES OF ASSETS AND LIABILITIES

ASC 820 provides a framework for measuring fair value under GAAP. ASC 820 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. ASC 820 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels.

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

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

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

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:


	March 31, 2010 (in thousands)
	Fair Value Measurements Using
	Level 1	Level 2		Level 3
	Quoted Prices In Active Markets Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
	Quoted Prices In Active Markets Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	5,879			$	5,879
Interest rate swaps (C)				$	27,315		27,315

Total assets	$	$	5,879	$	27,315	$	33,194

Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps (C)				$	83,946	$	83,946
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	6,061				6,061
Foreign currency contracts (A)			2,524				2,524

Total liabilities	$	$	8,585	$	83,946	$	92,531


	June 30, 2009 (in thousands)
	Fair Value Measurements Using
	Level 1	Level 2		Level 3
	Quoted Prices In Active Markets Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
	Quoted Prices In Active Markets Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Investment in money market fund (A)				$	8,027	$	8,027
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	15,858				15,858
Interest rate swaps (C)					24,267		24,267

Total Assets	$	$	15,858	$	32,294	$	48,152

Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps (C)				$	131,885	$	131,885
Derivatives not designated as hedging instruments:
Interest rate caps (A)		$	16,644				16,644

Total Liabilities	$	$	16,644	$	131,885	$	148,529

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

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

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

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) for the nine months ended March 31, 2010 (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		9,961			2,020			591
Included in other comprehensive income								(29,629	)
Settlements		(6,913	)		(10,047	)		76,977

Balance at March 31, 2010	$	27,315		$			$	(83,946	)


	Assets						Liabilities
	Interest Rate Swap Agreements			Investment in Money Market Fund			Interest Rate Swap Agreements
Balance at July 1, 2008	$	3,572					$	(76,269	)
Transfers into Level 3				$	115,821
Total realized and unrealized gains
Included in earnings		23,542			(3,475	)		(34,145	)
Included in other comprehensive income								(85,469	)
Settlements		(1,081	)		(99,114	)		60,081

Balance at March 31, 2009	$	26,033		$	13,232		$	(135,802	)

Derivatives

The fair values of our interest rate caps 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 had an investment in the Reserve Primary Money Market Fund (“the Reserve Fund”), a money market fund which has subsequently liquidated its portfolio of

investments. As of June 30, 2009, the investment was valued at the estimated net asset value of $0.97 per share as published by the Reserve Fund. In January 2010, we received a distribution from the Reserve Fund, which when combined with previous distributions, represents approximately $0.99 per share in total distributions. This distribution resulted in a $2.0 million gain.

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 $532.6 million and $553.6 million as of March 31, 2010 and June 30, 2009, respectively. 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 $35.0 million at March 31, 2010 and June 30, 2009. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate is $18.4 million and $18.0 million at March 31, 2010 and June 30, 2009, respectively, which includes the federal benefit of state taxes.

At March 31, 2010, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by $0.2 million to $9.3 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 nine months ended March 31, 2010, we released $0.1 million in potential interest and accrued an additional $0.2 million in potential penalties 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 2006, 2007, 2008 and 2009 are under audit by the Internal Revenue Service (“IRS”). The IRS completed its examination of our fiscal years 2004 and 2005 consolidated federal income tax returns in the second quarter of fiscal year 2008. The returns for those years were subject to an appeals proceeding, which was concluded favorably to us in December 2009. The outcome of the appeals proceeding did 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. Certain of our tax returns are currently under examination in various state tax jurisdictions.

Our effective income tax rate was 34.0% and 37.0% for the three and nine months ended March 31, 2010 and 120.8% and 8.0% for the three and nine months ended March 31, 2009. The effective tax rates were impacted by adjustments to prior year tax positions and adjustments to deferred tax balances.

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. Although this method change requires consent from the IRS, which is still pending, this change to a permissible method of accounting is generally considered to be perfunctory and management believes it should be granted. As a result of this change of accounting method, we received an income tax refund of approximately $198 million.

On November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009 was signed into law which provides an election to carryback a loss to the

third, fourth or fifth year that precedes the year of loss. Because of this change in tax law, we elected to extend our US federal fiscal year 2009 net operating loss (“NOL”) carryback period which resulted in an income tax refund of approximately $81 million. We have fully utilized our federal NOL and are making federal income tax payments for the year ended June 30, 2010.

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 nine

months ended March 31, 2010, is as follows (in thousands):


	Personnel- Related Costs			Contract Termination Costs			Total
Balance at July 1, 2009	$	863		$	4,771		$	5,634
Cash settlements		(1,026	)		(3,642	)		(4,668	)
Non-cash settlements					2			2
Additions and adjustments		163			(29	)		134

Balance at March 31, 2010	$			$	1,102		$	1,102

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 March 31,					Nine Months Ended March 31,
	2010		2009 ^(a) (Revised)			2010		2009 ^(a) (Revised)
Net income (loss)	$	63,206	$	(2,406	)	$	134,996	$	(42,682	)


Basic weighted average shares		134,053,846		131,914,885			133,588,587		122,697,685

Incremental shares resulting from assumed conversions: Stock-based compensation and warrants		5,177,306					4,056,477

Diluted weighted average shares		139,231,152		131,914,885			137,645,064		122,697,685


Earnings (loss) per share:
Basic	$	0.47	$	(0.02	)	$	1.01	$	(0.35	)

Diluted	$	0.45	$	(0.02	)	$	0.98	$	(0.35	)

(a)

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 and nine months ended March 31, 2010, has been computed by dividing net income, by the weighted average shares and assumed incremental shares. The treasury stock method was used to compute the assumed incremental shares related to our outstanding stock-based compensation and warrants and will be used to compute the assumed incremental shares related to our convertible senior notes issued in September 2006 once the average market price of the common shares exceeds the conversion price. The average market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 0.6 million and 0.7 million shares of common stock for the three and nine months ended March 31, 2010, respectively, were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares. Warrants to purchase approximately 18.8 million shares of common stock for the three and nine months ended March 31, 2010, respectively, were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares.

Diluted loss per share for the three and nine months ended March 31, 2009, 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):


	Nine Months Ended March 31,
	2010		2009
Interest costs (none capitalized)	$	356,675	$	513,784
Income taxes		117,394		2,216

We have received $279 million in income tax refunds in the nine months ended March 31, 2010.

NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS

In April 2009, the FASB issued 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. 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.

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


			March 31, 2010				June 30, 2009
			Carrying Value		Estimated Fair Value		Carrying Value ^(f) (Revised)		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a	)	$	497,329	$	497,329	$	193,287	$	193,287
Finance receivables, net	(b	)		8,187,125		8,056,522		10,037,329		9,717,655
Restricted cash – securitization notes payable	(a	)		989,356		989,356		851,606		851,606
Restricted cash – credit facilities	(a	)		153,244		153,244		195,079		195,079
Restricted cash – other	(a	)		30,900		30,900		46,905		46,905
Interest rate swap agreements	(d	)		27,315		27,315		24,267		24,267
Interest rate cap agreements purchased	(d	)		5,879		5,879		15,858		15,858
Investment in money market fund	(d	)						8,027		8,027
Financial liabilities:
Credit facilities	(c	)		658,137		658,137		1,630,133		1,630,133
Securitization notes payable	(d	)		6,462,494		6,577,261		7,426,687		6,879,245
Senior notes	(d	)		70,620		68,501		91,620		85,207
Convertible senior notes	(d	)		408,539		456,613		392,514		328,396
Other notes payable	(e	)		240		240		600		600
Interest rate swap agreements	(d	)		83,946		83,946		131,885		131,885
Interest rate cap agreements sold	(d	)		6,061		6,061		16,644		16,644
Foreign currency hedge contracts	(d	)		2,524		2,524

(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)

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 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.

AmeriCredit Corp.

Consolidating Balance Sheet

March 31, 2010

(Unaudited, in Thousands)


	AmeriCredit Corp.			Guarantors		Non- Guarantors			Eliminations			Consolidated
ASSETS

Cash and cash equivalents				$	491,870	$	5,459					$	497,329
Finance receivables, net					498,797		7,688,328						8,187,125
Restricted cash - securitization notes payable							989,356						989,356
Restricted cash - credit facilities							153,244						153,244
Property and equipment, net	$	5,277			33,561								38,838
Leased vehicles, net					3,925		113,112						117,037
Deferred income taxes		204,548			133,422		(254,721	)					83,249
Other assets		4,135			99,144		54,194						157,473
Due from affiliates		558,176					1,920,885		$	(2,479,061	)
Investment in affiliates		2,159,527			3,647,033		826,131			(6,632,691	)

Total assets	$	2,931,663		$	4,907,752	$	11,495,988		$	(9,111,752	)	$	10,223,651


LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Credit facilities						$	658,137					$	658,137
Securitization notes payable							6,462,494						6,462,494
Senior notes	$	70,620											70,620
Convertible senior notes		408,539											408,539
Accrued taxes and expenses		150,831		$	30,500		45,311						226,642
Interest rate swap agreements							83,946						83,946
Other liabilities		240			11,600								11,840
Due to affiliates					2,479,061				$	(2,479,061	)

Total liabilities		630,230			2,521,161		7,249,888			(2,479,061	)		7,922,218


Shareholders’ equity:
Common stock		1,364			129,026					(129,026	)		1,364
Additional paid-in capital		317,660			75,887		1,271,689			(1,347,576	)		317,660
Accumulated other comprehensive income (loss)		7,769			51,595		(40,723	)		(10,872	)		7,769
Retained earnings		2,013,455			2,130,083		3,015,134			(5,145,217	)		2,013,455

		2,340,248			2,386,591		4,246,100			(6,632,691	)		2,340,248
Treasury stock		(38,815	)										(38,815	)

Total shareholders’ equity		2,301,433			2,386,591		4,246,100			(6,632,691	)		2,301,433


Total liabilities and shareholders’ equity	$	2,931,663		$	4,907,752	$	11,495,988		$	(9,111,752	)	$	10,223,651

AmeriCredit Corp.

Consolidating Balance Sheet

June 30, 2009

(in thousands)

(Revised)


	AmeriCredit Corp. ^(a) (Revised)			Guarantors		Non- Guarantors			Eliminations			Consolidated ^(a) (Revised)
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
Other assets		5,682			132,485		68,916						207,083
Income tax receivable		162,036			35,543								197,579
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)

AmeriCredit Corp.

Consolidating Statement of Operations

Three Months Ended March 31, 2010

(Unaudited, in Thousands)


	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated

Revenue
Finance charge income				$	30,092		$	309,800				$	339,892
Other income	$	7,511			110,687			208,017	$	(305,285	)		20,930
Gain on retirement of debt		283											283
Equity in income of affiliates		66,759			96,281					(163,040	)


		74,553			237,060			517,817		(468,325	)		361,105


Costs and expenses
Operating expenses		4,180			20,936			50,099					75,215
Leased vehicles expenses					353			8,335					8,688
Provision for loan losses					46,696			27,887					74,583
Interest expense		10,487			123,791			277,591		(305,285	)		106,584
Restructuring charges, net					220								220


		14,667			191,996			363,912		(305,285	)		265,290


Income before income taxes		59,886			45,064			153,905		(163,040	)		95,815

Income tax (benefit) provision		(3,320	)		(21,695	)		57,624					32,609


Net income	$	63,206		$	66,759		$	96,281	$	(163,040	)	$	63,206

AmeriCredit Corp.

Consolidating Statement of Operations

Three Months Ended March 31, 2009

(Unaudited, in Thousands)

(Revised)


	AmeriCredit Corp. ^(a) (Revised)			Guarantors			Non- Guarantors		Eliminations			Consolidated ^(a) (Revised)

Revenue
Finance charge income				$	15,116		$	437,070				$	452,186
Other income	$	9,055			98,424			182,796	$	(261,084	)		29,191
Gain on retirement of debt		11,048											11,048
Equity in income of affiliates		5,285			16,962					(22,247	)


		25,388			130,502			619,866		(283,331	)		492,425


Costs and expenses
Operating expenses		7,214			2,397			66,667					76,278
Leased vehicles expenses					221			13,473					13,694
Provision for loan losses					22,398			212,418					234,816
Interest expense		14,174			93,481			301,666		(261,084	)		148,237
Restructuring charges, net					7,810								7,810


		21,388			126,307			594,224		(261,084	)		480,835


Income before income taxes		4,000			4,195			25,642		(22,247	)		11,590

Income tax provision (benefit)		6,406			(1,090	)		8,680					13,996


Net (loss) income	$	(2,406	)	$	5,285		$	16,962	$	(22,247	)	$	(2,406	)

(a)

Revised for ASC 470 20 65-1, regarding the accounting for convertible debt instruments that may be settled in cash upon conversion. 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.

AmeriCredit Corp.

Consolidating Statement of Operations

Nine Months Ended March 31, 2010

(Unaudited, in Thousands)


	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated

Revenue
Finance charge income				$	78,514		$	1,014,274				$	1,092,788
Other income	$	19,555			308,104			602,272	$	(861,858	)		68,073
Gain on retirement of debt		283											283
Equity in income of affiliates		152,232			243,176					(395,408	)


		172,070			629,794			1,616,546		(1,257,266	)		1,161,144


Costs and expenses
Operating expenses		11,550			54,614			154,323					220,487
Leased vehicles expenses					1,230			27,789					29,019
Provision for loan losses					117,337			221,395					338,732
Interest expense		34,394			353,224			832,732		(861,858	)		358,492
Restructuring charges, net					134								134


		45,944			526,539			1,236,239		(861,858	)		946,864


Income before income taxes		126,126			103,255			380,307		(395,408	)		214,280

Income tax (benefit) provision		(8,870	)		(48,977	)		137,131					79,284


Net income	$	134,996		$	152,232		$	243,176	$	(395,408	)	$	134,996

AmeriCredit Corp.

Consolidating Statement of Operations

Nine Months Ended March 31, 2009

(Unaudited, in Thousands)

(Revised)


	AmeriCredit Corp. ^(a) (Revised)			Guarantors			Non- Guarantors		Eliminations			Consolidated ^(a) (Revised)
Revenue
Finance charge income				$	50,102		$	1,433,617				$	1,483,719
Other income	$	28,744			753,541			1,489,645	$	(2,181,037	)		90,893
Gain on retirement of debt		42,453											42,453
Equity in (loss) income of affiliates		(8,495	)		111,728					(103,233	)

		62,702			915,371			2,923,262		(2,284,270	)		1,617,065


Costs and expenses
Operating expenses		26,878			22,736			195,263					244,877
Leased vehicles expenses					4,562			32,203					36,765
Provision for loan losses					125,153			672,550					797,703
Interest expense		84,907			819,255			1,850,541		(2,181,037	)		573,666
Restructuring charges, net					10,465								10,465

		111,785			982,171			2,750,557		(2,181,037	)		1,663,476


(Loss) income before income taxes		(49,083	)		(66,800	)		172,705		(103,233	)		(46,411	)

Income tax (benefit) provision		(6,401	)		(58,305	)		60,977					(3,729	)


Net (loss) income	$	(42,682	)	$	(8,495	)	$	111,728	$	(103,233	)	$	(42,682	)

(a)

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2010

(Unaudited, in Thousands)


	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	134,996		$	152,232		$	243,176		$	(395,408	)	$	134,996
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,202			7,409			53,386						61,997
Accretion and amortization of loan fees					(943	)		5,672						4,729
Provision for loan losses					117,337			221,395						338,732
Deferred income taxes		(111,675	)		110,870			(23,412	)					(24,217	)
Non-cash interest charges on convertible debt		16,025												16,025
Stock-based compensation expense		11,510												11,510
Amortization of warrant costs		1,968												1,968
Gain on retirement of debt		(283	)											(283	)
Other					(3,082	)		(13,311	)					(16,393	)
Equity in income of affiliates		(152,232	)		(243,176	)					395,408
Changes in assets and liabilities:
Income tax receivable		162,036			35,366									197,402
Other assets		1,579			(189	)		10,784						12,174
Accrued taxes and expenses		91,446			(28,894	)		(4,623	)					57,929


Net cash provided by operating activities		156,572			146,930			493,067						796,569


Cash flows from investing activities:
Purchases of receivables					(1,196,301	)		(1,098,781	)		1,098,781			(1,196,301	)
Principal collections and recoveries on receivables					91,193			2,641,971						2,733,164
Net proceeds from sale of receivables					1,098,781						(1,098,781	)
Purchases of property and equipment					(1,023	)								(1,023	)
Proceeds from money market fund					10,047									10,047
Change in restricted cash — securitization notes payable								(137,750	)					(137,750	)
Change in restricted cash — credit facilities								41,835						41,835
Change in other assets					15,766			9,946						25,712
Net change in investment in affiliates		(8,715	)		2,169,762			(222,453	)		(1,938,594	)

Net cash (used) provided by investing activities		(8,715	)		2,188,225			1,234,768			(1,938,594	)		1,475,684


Cash flows from financing activities:
Net change in credit facilities								(971,996	)					(971,996	)
Issuance of securitization notes payable								1,752,493						1,752,493
Payments on securitization notes payable								(2,719,692	)					(2,719,692	)
Retirement of debt		(20,425	)											(20,425	)
Debt issuance costs		1,810						(22,708	)					(20,898	)
Proceeds from issuance of common stock		12,708			(43,333	)		(1,906,152	)		1,949,485			12,708
Other net changes		227												227
Net change in due (to) from affiliates		(153,233	)		(1,986,868	)		2,138,956			1,145


Net cash used by financing activities		(158,913	)		(2,030,201	)		(1,729,099	)		1,950,630			(1,967,583	)


Net (decrease) increase in cash and cash equivalents		(11,056	)		304,954			(1,264	)		12,036			304,670

Effect of Canadian exchange rate changes on cash and cash equivalents		11,056			352						(12,036	)		(628	)

Cash and cash equivalents at beginning of period					186,564			6,723						193,287


Cash and cash equivalents at end of period	$			$	491,870		$	5,459		$			$	497,329

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Nine Months Ended March 31, 2009

(Unaudited, in Thousands)

(Revised)


	AmeriCredit Corp.^(a) (Revised)			Guarantors			Non- Guarantors			Eliminations			Consolidated^(a) (Revised)
Cash flows from operating activities:
Net (loss) income	$	(42,682	)	$	(8,495	)	$	111,728		$	(103,233	)	$	(42,682	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		2,129			30,427			50,299						82,855
Accretion and amortization of loan fees					(140	)		16,043						15,903
Provision for loan losses					125,153			672,550						797,703
Deferred income taxes		217,122			212			1,660						218,994
Non-cash interest charges on convertible debt		16,908												16,908
Stock-based compensation expense		11,238												11,238
Amortization of warrant costs		43,017												43,017
Gain on retirement of debt		(43,208	)											(43,208	)
Other		(125	)		(19,628	)		23,394						3,641
Equity in (loss) income of affiliates		8,495			(111,728	)					103,233
Changes in assets and liabilities:
Income tax receivable		(178,325	)		(1,595	)								(179,920	)
Other assets		(9,835	)		2,602			(8,765	)					(15,998	)
Accrued taxes and expenses		(18,365	)		(15,536	)		(12,087	)					(45,988	)


Net cash provided by operating activities		6,369			1,272			854,822						862,463


Cash flows from investing activities:
Purchases of receivables					(1,112,143	)		(477,296	)		477,296			(1,112,143	)
Principal collections and recoveries on receivables					137,868			3,174,986						3,312,854
Net proceeds from sale of receivables					477,296						(477,296	)
Purchases of property and equipment					(948	)								(948	)
Investment in money market fund					(115,821	)								(115,821	)
Proceeds from money market fund					99,114									99,114
Change in restricted cash — securitization notes payable								83,565						83,565
Change in restricted cash — credit facilities								24,205						24,205
Change in other assets					116,979			(91,763	)					25,216
Net change in investment in affiliates		(852	)		503,119			(20,658	)		(481,609	)


Net cash (used) provided by investing activities		(852	)		105,464			2,693,039			(481,609	)		2,316,042


Cash flows from financing activities:
Net change in credit facilities								(1,125,534	)					(1,125,534	)
Issuance of securitization notes payable								1,000,000						1,000,000
Payments on securitization notes payable								(3,111,096	)					(3,111,096	)
Retirement of debt		(224,723	)											(224,723	)
Debt issuance costs		(56	)		(2,164	)		(29,819	)					(32,039	)
Proceeds from issuance of common stock		1,271			148,939			(599,916	)		450,977			1,271
Other net changes		(3,207	)											(3,207	)
Net change in due (to) from affiliates		227,120			(501,463	)		255,295			19,048


Net cash provided (used) by financing activities		405			(354,688	)		(3,611,070	)		470,025			(3,495,328	)


Net increase (decrease) in cash and cash equivalents		5,922			(247,952	)		(63,209	)		(11,584	)		(316,823	)

Effect of Canadian exchange rate changes on cash and cash equivalents		(5,922	)		(1,466	)		65			11,584			4,261

Cash and cash equivalents at beginning of period					361,352			72,141						433,493


Cash and cash equivalents at end of period	$			$	111,934		$	8,997		$			$	120,931

(a)

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 facility. We earn finance charge income on the finance receivables and pay interest expense on borrowings under our credit facilities and securitizations.

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

Excess cash flows from the Trusts are initially utilized to fund credit enhancement requirements in order to maintain 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 typically 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. Our senior subordinated securitizations are not subject to 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.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2010 as compared to

Three Months Ended March 31, 2009

Changes in Finance Receivables:

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


	Three Months Ended March 31,
	2010			2009
Balance at beginning of period	$	9,304,976		$	12,999,132
Loans purchased		623,855			210,064
Liquidations and other		(1,118,457	)		(1,307,873	)


Balance at end of period	$	8,810,374		$	11,901,323


Average finance receivables	$	9,042,982		$	12,469,678

The increase in loans purchased during the three months ended March 31, 2010, as compared to the three months ended March 31, 2009, was primarily due to our establishing higher loan production targets as a result of improved access to the securitization markets. Loan production goals were constrained during fiscal 2009 in order to preserve capital and liquidity. The decrease in liquidations and other resulted primarily from reduced average finance receivables.

The average new loan size was $17,912 and $16,997 for the three months ended March 31, 2010 and 2009, respectively. The average annual percentage rate for finance receivables purchased during the three months ended March 31, 2010, decreased to 17.1% from 17.3% during the three months ended March 31, 2009.

Net Margin:

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

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


	Three Months Ended March 31,
	2010			2009 ^(a)
				(Revised)
Finance charge income	$	339,892		$	452,186
Other income		20,930			29,191
Interest expense		(106,584	)		(148,237	)


Net margin	$	254,238		$	333,140

(a)

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


	Three Months Ended March 31,
	2010		2009 ^(a)
			(Revised)
Finance charge income	15.2	%	14.7	%
Other income	0.9		0.9
Interest expense	(4.7	)	(4.8	)


Net margin as a percentage of average finance receivables	11.4	%	10.8	%

(a)

The increase in net margin as a percentage of average finance receivables for the three months ended March 31, 2010, as compared to the three months ended March 31, 2009, was mainly due to higher annual percentage rates on finance receivables purchased since mid calendar year 2008.

Revenue:

Finance charge income decreased by 24.8% to $339.9 million for the three months ended March 31, 2010, from $452.2 million for the three months ended March 31, 2009, primarily due to the 27.5% decrease in average finance receivables. The effective yield on our finance receivables increased to 15.2% for the three months ended March 31, 2010, from 14.7% for the three months ended March 31, 2009. 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 March 31,
	2010		2009
Leasing income	$	11,026	$	11,687
Investment income		773		2,470
Late fees and other income		9,131		15,034

	$	20,930	$	29,191

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

Gain on retirement of debt for the three months ended March 31, 2010 was $0.3 million. We repurchased on the open market $21.0 million of senior notes due in 2015 at an average price of 97.3% of the principal amount of the notes repurchased. Gain on retirement of debt for the three months ended March 31, 2009 was $11.0 million. We repurchased on the open market $25.0 million of convertible senior notes due in 2011 at an average price of 41.0% of the principal amount of the notes repurchased.

Costs and Expenses:

Operating Expenses

Operating expenses decreased by 1.4% to $75.2 million for the three months ended March 31, 2010, from $76.3 million for the three months ended March 31, 2009. Our operating expenses are predominately related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 76.9% and 75.8% of total operating expenses for the three months ended March 31, 2010 and 2009, respectively.

Operating expenses as an annualized percentage of average finance receivables were 3.4% for the three months ended March 31, 2010 as compared to 2.5% for the three months ended March 31, 2009. The increase in operating expenses as a percentage of average finance receivables primarily resulted from the continued impact of a decreasing portfolio on our fixed cost base and an increase in origination personnel to support increased origination levels.

Provision for Loan losses

originated in prior periods. The provision for loan losses decreased to $74.6 million for the three months ended March 31, 2010, from $234.8 million for the three months ended March 31, 2009, as a result of favorable credit performance of loans originated since early calendar year 2008, stabilization of economic conditions and improved recovery values on repossessed collateral. As an annualized percentage of average finance receivables, the provision for loan losses was 3.3% and 7.6% for the three months ended March 31, 2010 and 2009, respectively.

Interest Expense

Interest expense decreased to $106.6 million for the three months ended March 31, 2010, from $148.2 million for the three months ended March 31, 2009. Interest expense reflects the adoption of 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 $7.6 billion and $11.2 billion for the three months ended March 31, 2010 and 2009, respectively. Our effective rate of interest on our debt increased to 5.7% for the three months ended March 31, 2010, compared to 5.4% for the three months ended March 31, 2009.

Taxes

Our effective income tax rate was 34.0% and 120.8% for the three months ended March 31, 2010 and 2009, respectively. The effective tax rate for the three months ended March 2009 was impacted by adjustments to prior year tax positions.

Other Comprehensive Income:

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


	Three Months Ended March 31,
	2010			2009
Unrealized gains on cash flow hedges	$	9,744		$	24,080
Canadian currency translation adjustment		2,788			(2	)
Income tax provision		(4,553	)		(9,034	)

	$	7,979		$	15,044

Cash Flow Hedges

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


	Three Months Ended March 31,
	2010			2009
Unrealized (losses) gains related to changes in fair value	$	(9,493	)	$	1,715
Reclassification of net unrealized losses into earnings		19,237			22,365

	$	9,744		$	24,080

Unrealized gains or losses related to changes in fair value for the three months ended March 31, 2010 and 2009, 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 $2.8 million and losses of $2,000 for the three months ended March 31, 2010 and 2009, 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 March 31, 2010 and 2009.

Nine Months Ended March 31, 2010 as compared to

Nine Months Ended March 31, 2009

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


	Nine Months Ended March 31,
	2010			2009
Balance at beginning of period	$	10,927,969		$	14,981,412
Loans purchased		1,231,523			1,110,184
Liquidations and other		(3,349,118	)		(4,190,273	)

Balance at end of period	$	8,810,374		$	11,901,323


Average finance receivables	$	9,727,552		$	13,527,449

The increase in loans purchased during the nine months ended March 31, 2010, as compared to the nine months ended March 31, 2009, was primarily due to our establishing higher loan production targets as a result of improved access to the securitization markets. Loan production goals during fiscal 2009 were constrained in order to preserve capital and liquidity. The decrease in liquidations and other resulted primarily from reduced average finance receivables.

The average new loan size was $17,856 and $17,576 for the nine months ended March 31, 2010 and 2009, respectively. The average annual percentage rate for finance receivables purchased during the nine months ended March 31, 2010, increased to 17.7% from 16.9% during the nine months ended March 31, 2009.

Net Margin:

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


	Nine Months Ended March 31,
	2010			2009 ^(a)
				(Revised)
Finance charge income	$	1,092,788		$	1,483,719
Other income		68,073			90,893
Interest expense		(358,492	)		(573,666	)

Net margin	$	802,369		$	1,000,946

(a)

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


	Nine Months Ended March 31,
	2010		2009 ^(a)
			(Revised)
Finance charge income	15.0	%	14.6	%
Other income	0.9		0.9
Interest expense	(4.9	)	(5.6	)


Net margin as a percentage of average finance receivables	11.0	%	9.9	%

(a)

The increase in net margin as a percentage of average finance receivables for the nine months ended March 31, 2010, as compared to the nine months ended March 31, 2009, was mainly due to higher annual percentage rates for finance receivables purchased since mid calendar year 2008 and the effect on interest expense in the nine months ended March 31, 2009 of the acceleration of unamortized warrant costs of $14.3 million and unamortized commitment fees of $5.8 million related to the early termination of a forward purchase agreement.

Revenue:

Finance charge income decreased by 26.3% to $1,092.8 million for the nine months ended March 31, 2010, from $1,483.7 million for the nine months ended March 31, 2009, primarily due to the 28.1% decrease in average finance receivables. The effective yield on our finance receivables increased to 15.0%

for the nine months ended March 31, 2010, from 14.6% for the nine months ended March 31, 2009. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and may be lower than the contractual rates of our finance contracts due to finance receivables in nonaccrual status.

Other income consists of the following (in thousands):


	Nine Months Ended March 31,
	2010		2009
Leasing income	$	33,797	$	35,435
Investment income		2,399		14,809
Late fees and other income		31,877		40,649

	$	68,073	$	90,893

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

During the nine months ended March 31, 2010, we repurchased on the open market $21.0 million of senior notes due in 2015 at an average price of 97.3% of the principal amount of the notes repurchased which generated a gain on retirement of debt of $0.3 million. During the nine months ended March 31, 2009, we repurchased on the open market, $38.9 million of convertible senior notes due in 2013 at an average price of 37.75% of the principal amount of the notes repurchased, $114.7 million of convertible senior notes due in 2023 at an average price of 98.9% of the principal amount of the notes repurchased and $25.0 million of convertible senior notes due in 2011 at an average price of 41.0% of the principal amount of the notes repurchased. We also issued 15,122,670 shares of our common stock to Fairholme Funds Inc. (“Fairholme”) in a non-cash transaction in exchange for $108.4 million of our Senior Notes due 2015 held by Fairholme, at a price of $840 per $1,000 principal amount of the Notes. We recorded a gain of $42.5 million in connection with these transactions.

Costs and Expenses:

Operating Expenses

Operating expenses decreased by 10.0% to $220.5 million for the nine months ended March 31, 2010, from $244.9 million for the nine months ended March 31, 2009. 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 73.4% and 72.7% of total operating expenses for the nine months ended March 31, 2010 and 2009, respectively.

Operating expenses as an annualized percentage of average finance receivables were 3.0% for the nine months ended March 31, 2010, as compared to 2.4% for the nine months ended March 31, 2009. The increase in operating expenses as a percentage of average finance receivables primarily resulted from the continued impact of a decreasing portfolio on our fixed cost base and an increase in origination personnel to support increased origination levels.

Provision for Loan losses

Provisions for loan losses are charged to operations to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the nine months ended March 31, 2010 and 2009 reflects inherent losses on receivables originated during those periods and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses decreased to $338.7 million for the nine months ended March 31, 2010, from $797.7 million for the nine months ended March 31, 2009, as a result of favorable credit performance of loans originated since early calendar year 2008, stabilization of economic conditions and improved recovery values on repossessed collateral. As an annualized percentage of average finance receivables, the provision for loan losses was 4.6% and 7.9% for the nine months ended March 31, 2010 and 2009, respectively.

Interest Expense

Interest expense decreased to $358.5 million for the nine months ended March 31, 2010, from $573.7 million for the nine months ended March 31, 2009. Interest expense reflects the adoption of 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 $8.3 billion and $12.4 billion for the nine months ended March 31, 2010 and 2009, respectively. Our effective rate of interest paid on our debt decreased to 5.7% for the nine months ended March 31, 2010, compared to 6.2% for the nine months ended March 31, 2009, due to the acceleration of unamortized warrant costs of $14.3 million and unamortized commitment fees of $5.8 million related to the early termination of a forward purchase agreement in the nine months ended March 31, 2009.

Taxes

Our effective income tax rate was 37.0% and 8.0% for the nine months ended March 31, 2010 and 2009, respectively. The rate for the nine months ended March 31, 2009, was impacted by adjustments to prior year tax positions and adjustments to deferred tax balances.

Other Comprehensive Income (Loss):

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


	Nine Months Ended March 31,
	2010			2009
Unrealized gains (losses) on cash flow hedges	$	34,242		$	(27,614	)
Canadian currency translation adjustment		11,056			(5,922	)
Income tax (provision) benefit		(16,430	)		12,856

	$	28,868		$	(20,680	)

Cash Flow Hedges

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


	Nine Months Ended March 31,
	2010			2009
Unrealized losses related to changes in fair value	$	(29,629	)	$	(85,469	)
Reclassification of net unrealized losses into earnings		63,871			57,855

	$	34,242		$	(27,614	)

Unrealized gains or losses related to changes in fair value for the nine months ended March 31, 2010 and 2009, were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuates based upon changes in forward interest rate expectations.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $11.1 million and losses of $5.9 million for the nine months ended March 31, 2010 and 2009, respectively, were included in other comprehensive income (loss). The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the nine months ended March 31, 2010 and 2009.

CREDIT QUALITY

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

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


	March 31, 2010			June 30, 2009
Principal amount of receivables, net of fees	$	8,810,374		$	10,927,969

Nonaccretable acquisition fees		(3,122	)		(12,100	)
Allowance for loan losses		(620,127	)		(878,540	)

Receivables, net	$	8,187,125		$	10,037,329

Number of outstanding contracts		784,049			895,708


Average carrying amount of outstanding contract (in dollars)	$	11,237		$	12,200


Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		7.1	%		8.2	%

The allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables decreased to 7.1% as of March 31, 2010, from 8.2% as of June 30, 2009, as a result of the favorable credit performance of loans originated since early calendar year 2008, stabilization of economic conditions and improved recovery rates on repossessed collateral.

Delinquency

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


	March 31, 2010				March 31, 2009
	Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	472,206	5.3	%	$	716,455	6.0	%
Greater-than-60 days		190,911	2.2			351,151	3.0

		663,117	7.5			1,067,606	9.0
In repossession		42,123	0.5			51,308	0.4

	$	705,240	8.0	%	$	1,118,914	9.4	%

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.

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% to 60% 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 7.1% and 8.0% for the three months ended March 31, 2010 and 2009, respectively and 7.8% for the nine months ended March 31, 2010 and 2009.

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


	March 31, 2010		June 30, 2009
Never deferred	65.9	%	66.9	%

Deferred:
1-2 times	24.4		26.0
3-4 times	9.6		7.0
Greater than 4 times	0.1		0.1

Total deferred	34.1		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 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 March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Repossession charge-offs	$	324,333		$	458,078		$	1,027,966		$	1,223,480
Less: Recoveries		(145,759	)		(178,541	)		(444,606	)		(479,147	)
Mandatory charge-offs (a)		(10,181	)		(39,737	)		22,763			86,491

Net charge-offs	$	168,393		$	239,800		$	606,123		$	830,824


Net charge-offs as an annualized percentage of average receivables:		7.6	%		7.8	%		8.3	%		8.2	%


Recoveries as a percentage of gross repossession charge-offs:		44.9	%		39.0	%		43.3	%		39.2	%

(a)

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

Net charge-offs as an annualized percentage of average finance receivables outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic factors. The decrease in net charge-offs as an annualized percentage of average finance receivables for the three months ended March 31, 2010, as compared to the three months ended March 31, 2009, was a result of favorable credit performance of loans originated since early calendar year 2008, stabilization of economic conditions and an increase in recovery rates.

LIQUIDITY AND CAPITAL RESOURCES

General

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

We used cash of $1,196.3 million and $1,112.1 million for the purchase of finance receivables during the nine months ended March 31, 2010 and 2009, respectively. These purchases were funded initially utilizing cash and borrowings on our credit facilities and our strategy is to subsequently obtain long-term financing for finance receivables through securitization transactions.

Credit Facilities

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

As of March 31, 2010, credit facilities consisted of the following (in millions):


Facility Type	Maturity	Facility Amount		Advances Outstanding

Master/Syndicated warehouse facility (a)	February 2011	$	1,300.0
Medium term note facility (b)				$	658.1

		$	1,300.0	$	658.1

(a)	The revolving period under this facility ends in February 2011 and any outstanding balance will be repaid over time based on the amortization of the receivables pledged until February 2012 when any remaining amount outstanding will be due and payable.

(b)	The revolving period under this facility ended in October 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 outstanding will be due and payable.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, the funding agreements contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default

occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of March 31, 2010, we were in compliance with all covenants in our credit facilities.

Securitizations

We have completed 69 securitization transactions through March 31, 2010, excluding securitization Trusts entered into by Bay View Acceptance Corporation (“BVAC”) and Long Beach Acceptance Corporation (“LB”) 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 March 31, 2010
2005-1	April 2005	$	750.0	$	26.6
2005-B-M	June 2005		1,350.0		82.8
2005-C-F	August 2005		1,100.0		89.7
2005-D-A	November 2005		1,400.0		146.6
2006-1	March 2006		945.0		101.4
2006-R-M	May 2006		1,200.0		298.1
2006-A-F	July 2006		1,350.0		246.3
2006-B-G	September 2006		1,200.0		263.2
2007-A-X	January 2007		1,200.0		316.1
2007-B-F	April 2007		1,500.0		468.0
2007-1 (APART)	May 2007		1,000.0		304.2
2007-C-M	July 2007		1,500.0		541.3
2007-D-F	September 2007		1,000.0		390.8
2007-2-M (APART)	October 2007		1,000.0		392.4
2008-A-F	May 2008		750.0		384.1
2008-1	October 2008		500.0		263.9
2008-2	November 2008		500.0		274.3
2009-1	July 2009		725.0		500.0
2009-1 (APART)	October 2009		227.5		188.8
2010-1	February 2010		600.0		581.2
2010-A	March 2010		200.0		200.0
BV2005-LJ-1	February 2005		232.1		14.7
BV2005-LJ-2 (a)	July 2005		185.6		14.4
BV2005-3	December 2005		220.1		27.1
LB2004-C	December 2004		350.0		8.3
LB2005-A	June 2005		350.0		21.1
LB2005-B	October 2005		350.0		29.0
LB2006-A	May 2006		450.0		61.9
LB2006-B	September 2006		500.0		98.0
LB2007-A	March 2007		486.0		128.2

Total active securitizations		$	23,121.3	$	6,462.5

(a)

Balance at March 31, 2010, does not include $1.4 million of asset-backed securities repurchased and retained by us.

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.

Since the beginning of fiscal 2009, we have primarily utilized senior subordinated securitization structures which involve the sale of subordinated asset-backed securities to provide credit enhancement for the senior, or higher rated, asset-backed securities. On February 4, 2010, we closed a $600 million senior subordinated securitization transaction, AmeriCredit Automobile Receivables Trust (“AMCAR”) 2010-1, that has initial cash deposit and overcollateralization requirements of 15.0% in order to provide credit enhancement for the asset-backed securities sold, including the triple-B rated securities which were the lowest rated securities sold. The level of credit enhancement in future senior subordinated securitizations will depend, in part, on the net interest margin, collateral characteristics, and credit performance trends of the receivables transferred, as well as our financial condition, the economic environment and our ability to sell lower rated subordinated bonds at rates we consider acceptable.

The second type of securitization structure we have utilized involves the purchase of a financial guaranty insurance policy issued by an insurer. On March 31, 2010, we closed a $200 million securitization transaction, AMCAR 2010-A, which was insured by Assured Guaranty Municipal Corp. (“Assured”), and has initial cash deposit and overcollateralization requirements of 18.0%. The asset-backed securities sold had an underlying rating of single-A without considering the benefit of the financial guaranty insurance policy.

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


	Nine Months Ended March 31,
	2010		2009

Initial credit enhancement deposits:
Restricted cash	$	41.1	$	25.8
Overcollateralization		450.8		289.1
Distributions from Trusts		242.3		343.1

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.

As of March 31, 2010, we have exceeded certain portfolio performance ratios in several AMCAR and LB securitizations. Excess cash flows from these Trusts have been or are being used to build higher credit enhancement in each respective Trust instead of being distributed to us. We do not expect the trapping of excess cash flows from these Trusts to have a material adverse impact to our liquidity.

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 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 March 31, 2010, no such servicing right termination events have occurred with respect to any of the Trusts formed by us.

On January 22, 2010, we entered into an agreement with Assured to increase the levels of additional specified targeted portfolio performance ratios in the AMCAR 2007-D-F, AMCAR 2008-A-F, LB2006-B and LB2007-A securitizations. As part of this agreement, we deposited $38.0 million in the AMCAR 2007-D-F securitization restricted cash account and $57.0 million in the AMCAR 2008-A-F securitization restricted cash account. This cash is expected to be distributed to us over time as the securitization notes payable pay down.

Contractual Obligations

As of March 31, 2010, we had liabilities, included in accrued taxes and expenses on the consolidated balance sheets, associated with uncertain tax positions of $53.4 million. Due to uncertainty regarding the timing of future cash flows associated with those liabilities, a reasonable estimate of the period of cash settlement is not determinable.

Recent Accounting Pronouncements and Accounting Changes

INTEREST RATE RISK

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

Credit Facilities

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

paid by our special purpose finance subsidiary to purchase the interest rate cap agreement and thus retain the interest rate risk. The fair value of the interest rate cap agreement purchased by the special purpose finance subsidiary is included in other assets and the fair value of the interest rate cap agreement sold by us is included in other liabilities on our consolidated balance sheets.

Securitizations

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

In our securitization transactions, we transfer fixed rate finance receivables to Trusts that, in turn, sell either fixed rate or floating rate securities to investors. The fixed rates on securities issued by the Trusts are indexed to market interest rate swap spreads for transactions of similar duration or various London Interbank Offered Rates (“LIBOR”) and do not fluctuate during the term of the securitization. The floating rates on securities issued by the Trusts are indexed to LIBOR and fluctuate periodically based on movements in LIBOR. Derivative financial instruments, such as interest rate swap and cap agreements, are used to manage the gross interest rate spread on these transactions. We use interest rate swap agreements to convert the variable rate exposures on securities issued by our securitization Trusts to a fixed rate, thereby locking in the gross interest rate spread to be earned by us over the life of a 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 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 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 March 31, 2010. Based on their evaluation, they have concluded that the disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

There were no changes made in our internal control over financial reporting during the three months ended March 31, 2010, 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

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.

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.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not Applicable

Item 3.

DEFAULTS UPON SENIOR SECURITIES

Not Applicable

Item 4.

REMOVED AND RESERVED

Not Applicable

Item 5.

OTHER INFORMATION

On May 7, 2010, AmeriCredit Corp. (“AmeriCredit”) entered into amended and restated employment agreements that materially modified its prior agreements with its principal financial officer and certain other named executive officers. The existing agreements between AmeriCredit and its principal financial officer, Chris A. Choate, and its chief credit and risk officer, Steven P. Bowman, have been modified to provide that the executives will observe a three-year covenant to not compete if their employment is terminated following a change of control. The existing agreements between AmeriCredit and its executive officers responsible for operational matters, Kyle R. Birch and Brian S. Mock, have been modified to provide that, in the event of a termination of employment following a change of control, these officers will be entitled to severance payments of three year’s of annual compensation and will not compete with AmeriCredit for three years following the termination of employment. Also on May 7, 2010, AmeriCredit and its principal executive officer, Daniel E. Berce, entered into an amended and restated employment agreement but no material changes were made to the terms and conditions of this agreement.

Item 6.

EXHIBITS

10.1

Second Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Daniel E. Berce

10.2

Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Kyle R. Birch

10.3

Second Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Steven P. Bowman

10.4

Second Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Chris A. Choate

10.5

Amended and Restated Employment Agreement, dated May 7, 2010, between AmeriCredit Corp. and Brian S. Mock

31.1

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

32.1

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

SIGNATURE

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


		AmeriCredit Corp.
		(Registrant)

Date: May 7, 2010	By:	/S/ CHRIS A. CHOATE
		(Signature)
		Chris A. Choate
		Executive Vice President,
		Chief Financial Officer and Treasurer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company