##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K

(Mark One)



| |  ̈ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
| | - |  | ----------------------------------------------------

| |  |  | SECURITIES EXCHANGE ACT OF 1934
| |  |  | -------------------------------

For the fiscal year ended

OR



| | x |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
| | - |  | --------------------------------------------------------

| |  |  | SECURITIES EXCHANGE ACT OF 1934
| |  |  | -------------------------------

For the transition period from July 1, 2010 to December 31, 2010

Commission file number 1-10667





General Motors
Financial Company, Inc.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Texas                                                         |  | 75-2291093                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification 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)

Securities registered pursuant to Section 12(b) of the Act:

None

(Title of each class)

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of each class)





The registrant
meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this form on the reduced disclosure format and the registrant is not an asset-backed issuer as defined in Item 1101 of Regulation
AB.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.  Yes     ̈    No    x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.  Yes    x    No     ̈

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     ̈    No     ̈

(Note: As a voluntary filer, not subject to the filing requirements, the registrant filed all reports under Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months.)

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K.  x

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 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    x    No     ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x |  | Smaller Reporting Company   ̈

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

As of February 28, 2011, there were 500 shares of the registrants common stock, par value $0.01 per share, outstanding. All of
the registrants common stock is owned by General Motors Holdings, LLC.

DOCUMENTS INCORPORATED BY REFERENCE

NONE









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GENERAL MOTORS FINANCIAL COMPANY, INC.

INDEX TO FORM 10-K



|        |  |                                                                                       |  |      |     | 
|------- |  | ------------------------------------------------------------------------------------- |  | ---- | --- | 
|ItemNo. |  |                                                                                       |  | Page |    
|        |  | FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA                                          |  |      | 3   | 
|        |  |                                                                                      
|        |  | PART I                                                                                |  |      |     | 
|        |  |                                                                                      
|1.      |  | BUSINESS                                                                              |  |      | 4   | 
|        |  |                                                                                      
|1A.     |  | RISK FACTORS                                                                          |  |      | 14  | 
|        |  |                                                                                      
|1B.     |  | UNRESOLVED STAFF COMMENTS                                                             |  |      | 21  | 
|        |  |                                                                                      
|2.      |  | PROPERTIES                                                                            |  |      | 21  | 
|        |  |                                                                                      
|3.      |  | LEGAL PROCEEDINGS                                                                     |  |      | 21  | 
|        |  |                                                                                      
|4.      |  | REMOVED AND RESERVED                                                                  |  |      | 22  | 
|        |  |                                                                                      
|        |  | PART II                                                                               |  |      |     | 
|        |  |                                                                                      
|5.      |  | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                 |  |      | 23  | 
|        |  |                                                                                      
|6.      |  | SELECTED FINANCIAL DATA                                                               |  |      | 24  | 
|        |  |                                                                                      
|7.      |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS |  |      | 25  | 
|        |  |                                                                                      
|7A.     |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  |      | 49  | 
|        |  |                                                                                      
|8.      |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                           |  |      | 55  | 
|        |  |                                                                                      
|9.      |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  |  |      | 110 | 
|        |  |                                                                                      
|9A.     |  | CONTROLS AND PROCEDURES                                                               |  |      | 110 | 
|        |  |                                                                                      
|        |  | PART III                                                                              |  |      |     | 
|        |  |                                                                                      
|10.     |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                    |  |      | 112 | 
|        |  |                                                                                      
|11.     |  | EXECUTIVE COMPENSATION                                                                |  |      | 112 | 
|        |  |                                                                                      
|12.     |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                        |  |      | 112 | 
|        |  |                                                                                      
|13.     |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                        |  |      | 112 | 
|        |  |                                                                                      
|14.     |  | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                |  |      | 112 | 
|        |  |                                                                                      
|        |  | PART IV                                                                               |  |      |     | 
|        |  |                                                                                      
|15.     |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                            |  |      | 113 | 
|        |  |                                                                                      
|        |  | SIGNATURES                                                                            |  |      | 114 | 



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FORWARD-LOOKING STATEMENTS

This Transition Report on Form 10-K 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, including this Transition Report on Form 10-K for the six months ended December 31, 2010. 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.

The following factors are among those that may cause actual results to differ materially from historical results or from the forward-looking statements:



| |  |  | changes in general economic and business conditions;
| | - |  | ----------------------------------------------------



| |  |  | interest rate fluctuations;
| | - |  | ---------------------------



| |  |  | our financial condition and liquidity, as well as future cash flows and earnings;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | competition;
| | - |  | ------------



| |  |  | the effect, interpretation or application of new or existing laws, regulations, court decisions and accounting pronouncements;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | the availability of sources of financing;
| | - |  | -----------------------------------------



| |  |  | the level of net charge-offs, delinquencies and prepayments on the automobile contracts and leases we originate;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the prices at which used cars are sold in the wholesale auction markets; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | significant litigation.
| | - |  | -----------------------

If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected.

INDUSTRY DATA

In this
Transition Report on Form 10-K, we rely on and refer to information regarding the automobile lending industry from market research reports, analyst reports and other publicly available information. Although we believe that this information is
reliable, we have not independently verified any of it.

AVAILABLE INFORMATION

We make available free of charge through our website, www.americredit.com, our AmeriCredit Automobile Receivables Trust, AmeriCredit Prime
Automobile Receivables Trust, Bay View Automobile Receivables Trust and Long Beach Automobile Receivables Trust securitization portfolio performance measures and all materials that we file electronically with the SEC, including our reports on Form
10-K, Form 10-Q, Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practical after filing or furnishing such material with or to the SEC.

The public may read and copy any materials we file with or furnish to the SEC at the SECs Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website, www.sec.gov, which contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC.



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PART I



|ITEM 1. | BUSINESS
|------- | --------

General
Motors Merger

On October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger (the Merger
Agreement), dated as of July 21, 2010, with General Motors Holdings LLC (GM Holdings), a Delaware limited liability company and a wholly owned subsidiary of General Motors Company (GM), and Goalie Texas Holdco
Inc., a Texas corporation and a direct wholly owned subsidiary of GM Holdings (Merger Sub), GM Holdings completed its acquisition of AmeriCredit Corp. via the merger of Merger Sub with and into AmeriCredit Corp. (the Merger),
with AmeriCredit Corp. continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. Following the Merger, our name was changed to General Motors Financial Company, Inc.

Purchase Accounting

The
Merger has been accounted for under the purchase method of accounting, whereby the purchase price of the transaction was allocated to our identifiable assets acquired and liabilities assumed based upon their fair values. The estimates of the fair
values recorded were determined based on the fair value measurement principles (see Note 12  Fair Values of Assets and Liabilities to the consolidated financial statements for additional information) and reflect significant
assumptions and judgments. Material valuation inputs for our finance receivables included adjustments to monthly principal and finance charge cash flows for prepayments and credit loss expectations; servicing expenses; and discount rates developed
based on the relative risk of the cash flows which considered loan type, market rates as of our valuation date, credit loss expectations and capital structure. Certain assumptions and judgments that were considered to be appropriate at the
acquisition date may prove to be incorrect if market conditions change.

The results of the purchase price allocation included
an increase in the total carrying value of net finance receivables, medium term note facility payable, Wachovia funding facilities payable, securitization notes payable, deferred tax assets and uncertain tax positions as well as intangible assets.
Management believes all material intangible assets have been identified.

The excess of the purchase price over the estimated
fair values of the net assets acquired was recorded as goodwill. The goodwill amount was $1,112.3 million.

General

We are an auto finance company that has been operating in the automobile finance business since September 1992. We purchase auto finance
contracts for new and used vehicles purchased by consumers from GM and non-GM franchised and select independent automobile dealerships. As used herein, loans include auto finance contracts originated by dealers and purchased by us. We
predominantly offer financing to consumers who are typically unable to obtain financing from banks and credit unions. We service our loan portfolio at regional centers using automated loan servicing and collection systems. Funding for our auto
lending activities is obtained through the utilization of our credit facilities and securitization transactions.

We have
historically maintained a significant share of the sub-prime market and have, in the past, participated in the prime and near prime sectors of the auto finance industry to a more limited extent. We source our business primarily through our
relationships with auto dealers, which we maintain through our regional credit centers, marketing representatives (dealer relationship managers) and alliance relationships.

We were incorporated in Texas on May 18, 1988, and succeeded to the business, assets and liabilities of a predecessor corporation formed under the laws of Texas on August 1, 1986. Our
predecessor began operations in March 1987, and the business has been operated continuously since that time. Our principal executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas, 76102 and our telephone number is
(817) 302-7000.



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Marketing and Loan Originations

Target Market.    Most of our automobile finance programs are designed to serve customers who have limited
access to automobile financing through banks and credit unions. The bulk of our typical borrowers have experienced prior credit difficulties or have limited credit histories and generally have credit bureau scores ranging from 500 to 700. Because we
generally serve customers who are unable to meet the credit standards imposed by most banks and credit unions we generally charge higher interest rates than those charged by such sources. Since we provide financing in a relatively high-risk market,
we also expect to sustain a higher level of credit losses than these other automobile financing sources.

Marketing.    As an indirect lender, we focus our marketing activities on automobile dealerships. We are
selective in choosing the dealers with whom we conduct business and primarily pursue GM and non-GM manufacturer franchised dealerships with new and used car operations and a limited number of independent dealerships. We generally finance later
model, low mileage used vehicles, new GM vehicles and moderately priced new vehicles from other manufacturers. Of the contracts purchased by us during the six months ended December 31, 2010, approximately 93% were originated by manufacturer
franchised dealers, and 7% by select independent dealers; further, approximately 70% were used vehicles, 12% were new GM vehicles and 18% were new non-GM vehicles. We purchased contracts from 11,831 dealers during the six months ended
December 31, 2010. No dealer location accounted for more than 1% of the total volume of contracts purchased by us for that same period.

Prior to entering into a relationship with a dealer, we consider the dealers operating history and reputation in the marketplace. We then maintain a non-exclusive relationship with the dealer. This
relationship is actively monitored with the objective of maximizing the volume of applications received from the dealer that meet our underwriting standards and profitability objectives. Due to the non-exclusive nature of our relationships with
dealerships, the dealerships retain discretion to determine whether to obtain financing from us or from another source for a loan made by the dealership to a customer seeking to make a vehicle purchase. Our representatives regularly contact and
visit dealers to solicit new business and to answer any questions dealers may have regarding our financing programs and capabilities and to explain our underwriting philosophy. To increase the effectiveness of these contacts, marketing personnel
have access to our management information systems which detail current information regarding the number of applications submitted by a dealership, our response and the reasons why a particular application was rejected.

We purchase finance contracts without recourse to the dealer. Accordingly, the dealer has no liability to us if the consumer defaults on
the contract. Although finance contracts are purchased without recourse to the dealer, the dealer typically makes certain representations as to the validity of the contract and compliance with certain laws, and indemnifies us against any claims,
defenses and set-offs that may be asserted against us because of assignment of the contract or the condition of the underlying collateral. Recourse based upon those representations and indemnities would be limited in circumstances in which the
dealer has insufficient financial resources to perform upon such representations and indemnities. We do not view recourse against the dealer on these representations and indemnities to be of material significance in our decision to purchase finance
contracts from a dealer. Depending upon the contract structure and consumer credit attributes, we may charge dealers a non-refundable acquisition fee or pay dealers a participation fee when purchasing finance contracts. These fees are assessed on a
contract-by-contract basis.

Origination Network.    Our origination platform provides specialized
focus on marketing and underwriting loans. Responsibilities are segregated so that the sales group markets our programs and products to our dealer customers, while the underwriting group focuses on underwriting, negotiating and closing loans.

We use a combination of regional credit centers and dealer relationship managers to market our indirect financing programs to
our dealers, develop relationships with these dealers and underwrite contracts submitted by the dealerships. We believe that the personal relationships our credit underwriters and dealer relationship managers establish with the dealership staff are
an important factor in creating and maintaining productive relationships with our dealer customer base.



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We select markets for credit center locations based upon numerous factors, most notably
proximity to the geographic markets and dealers we seek to serve and availability of qualified personnel. Credit centers are typically situated in suburban office buildings.

Regional credit managers, credit managers and credit underwriting specialists staff credit center locations. The regional credit managers report to a senior vice president. Credit center personnel are
compensated with base salaries and incentives based on overall credit center performance, including factors such as loan credit quality, loan pricing adequacy and loan volume objectives.

The regional credit managers and senior vice presidents monitor credit center compliance with our underwriting guidelines. Our management
information systems provide these managers with access to credit center information enabling them to consult with credit center teams on credit decisions and assess adherence to our credit and pricing policies. The senior vice presidents also make
periodic visits to the credit centers to conduct operational reviews.

Dealer relationship managers are either based in a
regional credit center or work from a home office. Dealer relationship managers solicit dealers for applications and maintain our relationships with the dealers in their geographic vicinity, but do not have responsibility for credit approvals. We
believe the local presence provided by our dealer relationship managers enables us to be more responsive to dealer concerns and local market conditions. Applications solicited by the dealer relationship managers are underwritten at our regional
credit centers. The dealer relationship managers are compensated with base salaries and incentives based on loan volume objectives and profitability. The dealer relationship managers report to regional sales managers.

Manufacturer Relationships.    We have programs with GM and other new vehicle manufacturers under which the
manufacturers provide us cash payments in order for us to offer lower interest rates on finance contracts we purchase from the manufacturers dealership network. The programs serve our goal of increasing new loan originations and the
manufacturers goal of making credit more available and more affordable to consumers purchasing vehicles sold by the manufacturer.

Leasing.During December 2010, we began offering a lease product in limited geographic markets through GM franchised dealerships that targets consumers with prime credit
bureau scores purchasing new GM vehicles. We expect to begin offering a nationwide lease product targeting consumers with prime and non-prime credit scores during calendar 2011. We had previously provided a limited new vehicle leasing product
through certain franchised dealerships that we discontinued in 2008.

Origination Data.    The
following table sets forth information with respect to the number of credit centers, number of dealer relationship managers, dollar volume of contracts purchased and number of producing dealerships for the periods set forth below (dollars in
thousands):



|                                       |  |                                                |           |  |                      |      |           |  |      |   |           |  |  |   |           | 
|-------------------------------------- |  | ---------------------------------------------- | --------- |  | -------------------- | ---- | --------- |  | ---- | - | --------- |  |  | - | --------- | 
|                                       |  | Period FromJuly 1, 2010ThroughDecember 31,2010 |           |  | Years Ended June 30, |     
|                                       |  |                                                | 2010      |  |                      | 2009 |           |  | 2008 |  
|Number of credit centers               |  |                                                | 15        |  |                      |      | 14        |  |      |   | 13        |  |  |   | 24        | 
|Number of dealer relationship managers |  |                                                | 110       |  |                      |      | 99        |  |      |   | 55        |  |  |   | 104       | 
|Origination volume(a)                  |  | $                                              | 1,893,816 |  |                      | $    | 2,137,620 |  |      | $ | 1,285,091 |  |  | $ | 6,293,494 | 
|Number of producing dealerships(b)     |  |                                                | 11,831    |  |                      |      | 10,756    |  |      |   | 9,401     |  |  |   | 17,872    | 



|(a) | Period from October 1, 2010 through December 31, 2010 and year ended June 30, 2008 amounts include $10.7 million and $218.1 million of contracts
purchased through our leasing programs, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | A producing dealership refers to a dealership from which we purchased a contract in the respective period.
|--- | ----------------------------------------------------------------------------------------------------------



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Credit Underwriting

We utilize a proprietary credit scoring system to support the credit approval process. The credit scoring system was developed through statistical analysis of our consumer demographic and portfolio
databases. Credit scoring is used to differentiate credit applicants and to statistically rank order credit risk in terms of expected default rates, which enables us to evaluate credit applications for approval and tailor loan pricing and structure.
For example, a consumer with a lower score would indicate a higher probability of default and, therefore, we would either decline the application, or, if approved, compensate for this higher default risk through the structuring and pricing of the
loan. While we employ a credit scoring system in the credit approval process, credit scoring does not eliminate credit risk. Adverse determinations in evaluating contracts for purchase or changes in certain macroeconomic factors after purchase could
negatively affect the credit performance of our receivables portfolio.

The proprietary credit scoring system incorporates
data contained in the customers credit application, credit bureau report, and other third-party data sources as well as the structure of the proposed loan and produces a statistical assessment of these attributes. This assessment is used to
rank-order applicant risk profiles and recommends a price we should charge for different risk profiles. Our credit scorecards are monitored through comparison of actual versus projected performance by score. Periodically, we endeavor to refine our
proprietary scorecards based on new information including identified correlations between receivables performance and data obtained in the underwriting process.

In addition to our proprietary credit scoring system, we utilize other underwriting guidelines. These underwriting guidelines are comprised of numerous evaluation criteria, including
(i) identification and assessment of the applicants willingness and capacity to repay the loan, including consideration of credit history and performance on past and existing obligations; (ii) credit bureau data;
(iii) collateral identification and valuation; (iv) payment structure and debt ratios; (v) insurance information; (vi) employment, income and residency verifications, as considered appropriate; and (vii) in certain cases,
the creditworthiness of a co-obligor. These underwriting guidelines, and the minimum credit risk profiles of applicants we will approve as rank-ordered by our credit scorecards, are subject to change from time to time based on economic, competitive
and capital market conditions as well as our overall origination strategies.

We purchase individual contracts through our
underwriting specialists in regional credit centers using a credit approval process tailored to local market conditions. Underwriting personnel have a specific credit authority based upon their experience and historical loan portfolio results as
well as established credit scoring parameters. More experienced specialists are assigned higher approval levels. If the suggested loan application attributes and characteristics exceed an underwriting specialists credit authority, each
specialist has the ability to escalate the loan application to a more senior underwriter with a higher level of approval authority. Authorized senior underwriting officers may approve any automobile loan contract application notwithstanding the
underwriting guidelines as part of the overall underwriting process. Although the credit approval process is decentralized, our application processing system includes controls designed to ensure that credit decisions comply with the credit scoring
strategies and underwriting policies and procedures, we have in place at the time.

Finance contract application packages
completed by prospective obligors are received electronically, through web-based platforms that automate and accelerate the financing process. Upon receipt or entry of application data into our application processing system, a credit bureau report
and other third-party data sources are automatically accessed and a proprietary credit score is computed. A substantial percentage of the applications received by us fail to meet our minimum credit score requirement and are automatically declined.
For applications that are not automatically declined, our underwriting personnel continue to review the application package and judgmentally determine whether to approve the application, approve the application subject to conditions that must be
met, or deny the application. We estimate that approximately 25-35% of applicants will be approved for credit by us. Dealers are contacted regarding credit decisions electronically or by facsimile. Declined applicants are also provided with
appropriate notification of the decision.



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Completed contract packages are sent to us by dealers. Loan documentation is scanned to
create electronic images and electronically forwarded to our centralized loan processing department. A loan processing representative verifies certain applicant employment, income and residency information. Loan terms, insurance coverage and other
information may be verified or confirmed with the customer. The original documents are subsequently sent to our centralized account services department and critical documents are stored in a fire resistant vault.

Once cleared for funding, the funds are electronically transferred to the dealer or a check is issued. Upon funding of the contract, we
acquire a perfected security interest in the automobile that was financed. Daily loan reports are generated for review by senior operations management. All of our contracts are fully amortizing with substantially equal monthly installments. Key
variables, such as loan applicant data, credit bureau and credit score information, loan structures and terms and payment histories are tracked. Our credit risk management department also regularly reviews the performance of our credit scoring
system and is responsible for the development and enhancement of our credit scorecards.

Credit performance reports track
portfolio performance at various levels of detail including total company, credit center and dealer. Various daily reports and analytical data are also generated to monitor credit quality as well as to refine the structure and mix of new loan
originations. We review profitability metrics on a consolidated basis, as well as at the credit center, origination channel, dealer and contract levels.

Loan Servicing

Our servicing activities consist of collecting and
processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent in payment of an installment, maintaining the security interest in the financed vehicle, monitoring physical damage insurance
coverage of the financed vehicle, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when appropriate.

We use monthly billing statements to serve as a reminder to customers as well as an early warning mechanism in the event a customer has failed to notify us of an address change. Approximately 15 days
before a customers first payment due date and each month thereafter, we mail the customer a billing statement directing the customer to mail payments to a lockbox bank for deposit in a lockbox account. Payment receipt data is electronically
transferred from our lockbox bank to us for posting to the loan accounting system. Payments may also be received from third party payment processors, such as Western Union, directly by us from customers or via electronic transmission of funds.
Payment processing and customer account maintenance is performed centrally at our operations center in Arlington, Texas.

Our
collections activities are performed at regional centers located in Arlington, Texas; Chandler, Arizona; Charlotte, North Carolina; and Peterborough, Ontario. A predictive dialing system is utilized to make phone calls to customers whose payments
are past due. The predictive dialer is a computer-controlled telephone dialing system that simultaneously dials phone numbers of multiple customers from a file of records extracted from our database. Once a connection is made to the automated
dialers call, the system automatically transfers the call to a collector and the relevant account information to the collectors computer screen. Accounts that the system has been unable to reach within a specified number of days are
flagged, thereby promptly identifying for management all customers who cannot be reached by telephone. By eliminating the time spent on attempting to reach customers, the system gives a single collector the ability to contact a larger number of
customers daily.

Once an account reaches a certain level of delinquency, the account moves to one of our advanced collection
units. The objective of these collectors is to resolve the delinquent account. We may repossess a financed vehicle if an account is deemed uncollectible, the financed vehicle is deemed by collection personnel to be in danger of being damaged,
destroyed or hidden, the customer deals in bad faith or the customer voluntarily surrenders the financed vehicle.



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Statistically-based behavioral assessment models are used in our servicing activities to
project the relative probability that an individual account will default. The behavioral assessment models are used to help develop servicing strategies for the portfolio or for targeted account groups within the portfolio.

At times, we offer payment deferrals to customers who have encountered financial difficulty, hindering their ability to pay as
contracted. A deferral allows the customer to move delinquent payments to the end of the loan, usually by paying a fee that is calculated in a manner specified by applicable law. The collector reviews the customers past payment history and
behavioral score and assesses the customers desire and capacity to make future payments. Before agreeing to a deferral, the collector also considers whether the deferment transaction complies with our policies and guidelines. Exceptions to our
policies and guidelines for deferrals must be approved in accordance with these policies and guidelines. While payment deferrals are initiated and approved in the collections department, a separate department processes authorized deferment
transactions. Exceptions are also monitored by our centralized credit risk management function.

Repossessions are subject to
prescribed legal procedures, which include peaceful repossession, one or more customer notifications, a prescribed waiting period prior to disposition of the repossessed automobile and return of personal items to the customer. Some jurisdictions
provide the customer with reinstatement or redemption rights. Legal requirements, particularly in the event of bankruptcy, may restrict our ability to dispose of the repossessed vehicle. Independent repossession firms engaged by us handle
repossessions. All repossessions, other than bankruptcy or previously charged off accounts, must be approved by a collections officer. Upon repossession and after any prescribed waiting period, the repossessed automobile is sold at auction. We do
not sell any vehicles on a retail basis. The proceeds from the sale of the automobile at auction, and any other recoveries, are credited against the balance of the contract. Auction proceeds from sale of the repossessed vehicle and other recoveries
are usually not sufficient to cover the outstanding balance of the contract, and the resulting deficiency is charged off. We pursue collection of deficiencies when we deem such action to be appropriate.

Our policy is to charge off an account in the month in which the account becomes 120 days contractually delinquent if we have not
repossessed the related vehicle. We charge off accounts in repossession when the automobile is repossessed and legally available for disposition. A charge-off represents the difference between the estimated net sales proceeds and the amount of the
delinquent contract, including accrued interest. Accounts in repossession that have been charged off are removed from finance receivables and the related repossessed automobiles are included in other assets at net realizable value on the
consolidated balance sheet pending disposal.

The value of the collateral underlying our receivables portfolio is updated
periodically with a loan-by-loan link to national wholesale auction values. This data, along with our own experience relative to mileage and vehicle condition, are used for evaluating collateral disposition activities.

Financing

We finance
our loan origination volume through the use of our credit facilities and execution of securitization transactions.

Credit
Facilities.Loans are typically funded initially using credit facilities that are administered by agents on behalf of institutionally managed commercial paper conduits. Under these funding agreements, we transfer finance
receivables to 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 them and are not available to our creditors or creditors of our other



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subsidiaries. Advances under our funding agreements bear interest at commercial paper, London Interbank Offered Rates (LIBOR) or prime rates plus a credit spread and specified fees
depending upon the source of funds provided by the agents.

Securitizations.We pursue a
financing strategy of securitizing our receivables to diversify our funding sources and free up capacity on our credit facilities for the purchase of additional automobile finance contracts. The asset-backed securities market has traditionally
allowed us to fund our finance receivables at fixed interest rates over the life of a securitization transaction, thereby locking in the excess spread on our loan portfolio.

Proceeds from securitizations are primarily used to fund initial cash credit enhancement requirements in the securitization and to pay down borrowings under our credit facilities, thereby increasing
availability thereunder for further contract purchases. From 1994 to December 31, 2010, we had securitized approximately $63.1 billion of automobile receivables.

In our securitizations, we, through wholly-owned subsidiaries, transfer automobile receivables to newly-formed securitization trusts (Trusts), which issue one or more classes of asset-backed
securities. The asset-backed securities are in turn sold to investors.

Since the second half of 2008, 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 2, 2011, we closed a
$800.0 million senior subordinated securitization transaction, AmeriCredit Automobile Receivables Trust (AMCAR) 2011-1, that has initial cash deposit and overcollateralization requirements of 7.75% in order to provide credit enhancement
for the asset-backed securities sold, including the double-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, our portfolio and overall auto finance industry credit trends, 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. The financial guaranty insurance policies insure the timely payment of interest and the ultimate payment of principal due on the asset-backed securities. We have
limited reimbursement obligations to the insurers; however, credit enhancement requirements, including the insurers encumbrance of certain restricted cash accounts and subordinated interests in Trusts, provide a source of funds to cover
shortfalls in collections and to reimburse the insurers for any claims which may be made under the policies issued with respect to our securitizations. Since our securitization programs inception, there have been no claims under any insurance
policies.

The credit enhancement requirements in our securitization transactions include restricted cash accounts that are
generally established with an initial deposit and may subsequently be funded through excess cash flows from securitized receivables. An additional form of credit enhancement is provided in the form of overcollateralization whereby more receivables
are transferred to the Trusts than the amount of asset-backed securities issued by the Trusts. In securitizations involving a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios
(delinquency, cumulative default or cumulative net loss triggers) in a Trusts pool of receivables exceed certain targets, the restricted cash account would be increased. Cash would be retained in the restricted cash account and not released to
us until the increased target levels have been reached and maintained. We are entitled to receive amounts from the restricted cash accounts to the extent the amounts deposited exceed the required target enhancement levels. The credit enhancement
requirements related to senior subordinated transactions typically do not contain portfolio performance ratios which could increase the minimum required credit enhancement levels.



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Trade Names

We have obtained federal trademark protection for the AmeriCredit name and the logo that incorporates the AmeriCredit name. Certain other names, logos and phrases used by us in our
business operations have also been trademarked.

Regulation

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations.

In most states in which we operate, a consumer credit regulatory agency regulates and enforces laws relating to consumer lenders and
sales finance companies such as us. These rules and regulations generally provide for licensing as a sales finance company or consumer lender or lessor, limitations on the amount, duration and charges, including interest rates, for various
categories of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection practices and creditors rights. In certain states, we are subject to periodic examination by state
regulatory authorities. Some states in which we operate do not require special licensing or provide extensive regulation of our business.

We are also subject to extensive federal regulation, including the Truth in Lending Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act. These laws require us to provide certain
disclosures to prospective borrowers and lessees and protect against discriminatory lending and leasing practices and unfair credit practices. The principal disclosures required under the Truth in Lending Act include the terms of repayment, the
total finance charge and the annual percentage rate charged on each contract or loan and the lease terms to lessees of personal property. The Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis
of race, color, religion, national origin, sex, age or marital status. According to Regulation B promulgated under the Equal Credit Opportunity Act, creditors are required to make certain disclosures regarding consumer rights and advise consumers
whose credit applications are not approved of the reasons for the rejection. In addition, the credit scoring system used by us must comply with the requirements for such a system as set forth in the Equal Credit Opportunity Act and Regulation B. The
Fair Credit Reporting Act requires us to provide certain information to consumers whose credit applications are not approved on the basis of a report obtained from a consumer reporting agency and to respond to consumers who inquire regarding any
adverse reporting submitted by us to the consumer reporting agencies. Additionally, we are subject to the Gramm-Leach-Bliley Act, which requires us to maintain the privacy of certain consumer data in our possession and to periodically communicate
with consumers on privacy matters. We are also subject to the Servicemembers Civil Relief Act, which requires us, in most circumstances, to reduce the interest rate charged to customers who have subsequently joined, enlisted, been inducted or called
to active military duty.

The dealers who originate automobile finance contracts and leases purchased by us also must comply
with both state and federal credit and trade practice statutes and regulations. Failure of the dealers to comply with these statutes and regulations could result in consumers having rights of rescission and other remedies that could have an adverse
effect on us.

We believe that we maintain all material licenses and permits required for our current operations and are in
substantial compliance with all applicable local, state and federal regulations. There can be no assurance, however, that we will be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory
requirements could have a material adverse effect on our operations. Further, the adoption of additional, or the revision of existing, rules and regulations could have a material adverse effect on our business.

Compliance with applicable law is costly and can affect operating results. Compliance also requires forms, processes, procedures,
controls and the infrastructure to support these requirements, and may create operational constraints. Laws in the financial services industry are designed primarily for the protection of consumers. The



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failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys fees and costs, possible revocation of licenses and damage to reputation,
brand and valued customer relationships.

In the near future, the financial services industry is likely to see increased
disclosure obligations, restrictions on pricing and fees and enforcement proceedings.

In July 2010 the Wall Street Reform and
Consumer Protection Act (Dodd-Frank Act) was signed into law. The Dodd-Frank Act is extensive and significant legislation that, among other things:



| |  |  | creates a liquidation framework under which the Federal Deposit Insurance Corporation, (FDIC), may be appointed as receiver following a
systemic risk determination by the Secretary of Treasury (in consultation with the President) for the resolution of certain nonbank financial companies and other entities, defined as covered financial companies, and commonly
referred to as systemically important entities, in the event such a company is in default or in danger of default and the resolution of such a company under other applicable law would have serious adverse effects on financial stability
in the United States, and also for the resolution of certain of their subsidiaries;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | creates a new framework for the regulation of over-the-counter derivatives activities;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | strengthens the regulatory oversight of securities and capital markets activities by the SEC;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | creates the Bureau of Consumer Financial Protection, a new agency responsible for administering and enforcing the laws and regulations for consumer
financial products and services; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increases the regulation of the securitization markets through, among other things, a mandated risk retention requirement for securitizers and a
direction to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The various requirements of the Dodd-Frank Act, including the many implementing regulations which have yet to be released, may substantially impact our origination, servicing and securitization
activities. With respect to the new liquidation framework for systemically important entities, no assurances can be given that such framework would not apply to us, although the expectation embedded in the Dodd-Frank Act is that the framework will
rarely be invoked. Recent guidance from the FDIC indicates that such new framework will largely be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to us.

The SEC has proposed significant changes to the rules applicable to issuers and sponsors of asset-backed securities under the Securities
Act and the Securities Exchange Act of 1934, as amended (the Exchange Act). With the proposed changes we could potentially see an adverse impact in our access to the asset-backed securities capital markets and lessened effectiveness of
our financing programs.

Competition

The automobile finance market is highly fragmented and is served by a variety of financial entities including the captive finance affiliates of other major automotive manufacturers, banks, thrifts, credit
unions and independent finance companies. Many of these competitors have substantially greater financial resources and lower costs of funds than ours. In addition, our competitors often provide financing on terms more favorable to automobile
purchasers or dealers than we may offer. Many of these competitors also have long standing relationships with automobile dealerships and may offer dealerships or their customers other forms of financing, including dealer floor plan financing,
commercial loans or revolving credit products, which are not currently provided by us. Providers of automobile financing have traditionally competed on the basis of interest rates charged, the quality of credit accepted, the flexibility of loan
terms offered and the quality of service provided to dealers and customers. In seeking to establish ourselves as one of the principal financing sources at the dealers



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we serve, we compete predominantly on the basis of our high level of dealer service, strong dealer relationships and by offering flexible loan terms. There can be no assurance that we will be
able to compete successfully in this market or against these competitors.

Employees

At December 31, 2010, we employed 2,946 persons in the United States and Canada. None of our employees are a part of a collective
bargaining agreement, and our relationships with employees are satisfactory.

Executive Officers

The following sets forth certain data concerning our executive officers.



|                   |  |     |    |  |          |                                                                
|------------------ |  | --- | -- |  | -------- | ---------------------------------------------------------------
|Name               |  | Age |    |  | Position
|Daniel E. Berce    |  |     | 57 |  |          | President and Chief Executive Officer                          
|Kyle R. Birch      |  |     | 50 |  |          | Executive Vice President, Dealer Services                      
|Steven P. Bowman   |  |     | 43 |  |          | Executive Vice President, Chief Credit and Risk Officer        
|Chris A. Choate    |  |     | 48 |  |          | Executive Vice President, Chief Financial Officer and Treasurer
|James M. Fehleison |  |     | 52 |  |          | Executive Vice President, Corporate Controller                 
|J. Michael May     |  |     | 66 |  |          | Executive Vice President, Chief Legal Officer and Secretary    
|Brian S. Mock      |  |     | 45 |  |          | Executive Vice President, Consumer Services                    
|Susan B. Sheffield |  |     | 44 |  |          | Executive Vice President, Structured Finance                   

DANIEL E. BERCE has been President since April 2003 and Chief Executive Officer since August 2005. Mr. Berce was Vice Chairman and Chief Financial Officer from November 1996 until April 2003.
Mr. Berce joined us in 1990.

KYLE R. BIRCH has been Executive Vice President, Dealer Services since May 2003. Prior to
that, he was Senior Vice President of Dealer Services from July 1999 to April 2003. Mr. Birch joined us in 1997.

STEVEN
P. BOWMAN has been Executive Vice President, Chief Credit and Risk Officer since January 2005. Prior to that, he was Executive Vice President, Chief Credit Officer from March 2000 to January 2005. Mr. Bowman joined us in 1996.

CHRIS A. CHOATE has been Executive Vice President, Chief Financial Officer and Treasurer since January 2005. Prior to that, he was
Executive Vice President, Chief Legal Officer and Secretary from November 1999 to January 2005. Mr. Choate joined us in 1991.

JAMES M. FEHLEISON has been Executive Vice President, Corporate Controller, since October 2004. Prior to that, he was Senior Vice President, Corporate Controller, from November 2000 to October 2004.
Mr. Fehleison joined us in 2000.

J. MICHAEL MAY has been Executive Vice President, Chief Legal Officer and Secretary
since July 2006. Prior to that, he was Senior Vice President, Associate Counsel, from June 2001 to July 2006. Mr. May joined us in 1999.

BRIAN S. MOCK has been Executive Vice President, Consumer Services since September 2002. Prior to that, he was Senior Vice President of Operational Services from April 2001 to August 2002. Mr. Mock
joined us in 2001.

SUSAN B. SHEFFIELD has been Executive Vice President, Structured Finance since July 2008. Prior to that,
she was Senior Vice President, Structured Finance, from February 2004 to July 2008 and Vice President, Structured Finance, from February 2003 to February 2004. Ms. Sheffield joined us in 2001.



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|ITEM 1A.RISK | FACTORS
|------------ | -------

Dependence on General Motors.    A material portion of our business consists of financing the sale of new GM
vehicles. If there were significant changes in their liquidity and capital position and access to the capital markets, the production or sales of GM vehicles to retail customers, the quality or resale value of GM vehicles, or other factors impacting
GM or its employees, such changes could significantly affect our profitability and financial condition. In addition, GM sponsors special-rate financing programs available through us. Under these programs, GM makes interest supplements or other
support payments to us. These programs increase our financing volume and share of financing the sales of GM vehicles. If GM were to adopt marketing strategies in the future that de-emphasized such programs in favor of other incentives, our financing
volume could be reduced.

We currently have a $300 million unsecured revolving credit facility with GM. If this facility was
no longer available, and we were unable to obtain similar funding elsewhere, our liquidity would be negatively impacted.

Dependence on Credit Facilities.    We depend on various credit facilities to finance our purchase of
contracts pending securitization.

At December 31, 2010, we had a warehouse credit facility to support new originations.
This facility, which we refer to as our syndicated warehouse facility provides borrowing capacity of up to $1.3 billion through February 2011. On February 17, 2011, we extended the maturity date of the syndicated warehouse facility to May 2012
and increased the borrowing capacity to $2.0 billion from $1.3 billion. In May 2012 when the revolving period ends and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the receivables
pledged until May 2013 when the remaining balance will be due and payable.

Additionally, we have a medium term note facility
that reached the end of its revolving period in October 2009 and has $489.3 million outstanding at December 31, 2010. The outstanding balance of this facility 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 cannot guarantee that any of these financing
sources will continue to be available beyond the current maturity dates on reasonable terms or at all. The availability of these financing sources depend, in part, on factors outside of our control, including regulatory capital treatment for
unfunded bank lines of credit and the availability of bank liquidity in general. If we are unable to extend or replace these facilities or arrange new credit facilities or other types of interim financing, we will have to curtail or suspend loan
origination activities, which would have a material adverse effect on our financial position, liquidity, and results of operations.

Our credit facilities, other than the GM revolving credit facility, generally contain a borrowing base or advance formula which requires us to pledge finance contracts in excess of the amounts which we
can borrow under the facilities. We are also required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the credit facilities. In addition, the finance contracts pledged as collateral must be
less than 31 days delinquent at periodic measurement dates. Accordingly, increases in delinquencies or defaults on pledged collateral resulting from weakened economic conditions, or due to our inability to execute securitization transactions or any
other factor, would require us to pledge additional finance contracts to support the same borrowing levels and to replace delinquent or defaulted collateral. The pledge of additional finance contracts to support our credit facilities would adversely
impact our financial position, liquidity, and results of operations.

Additionally, the credit facilities, other than the GM
revolving credit facility, generally contain various covenants requiring certain minimum financial ratios, asset quality, and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well
as limits on deferment levels. 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



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agreements or restrict our ability to obtain additional borrowings under these facilities. If the lenders elect to accelerate outstanding indebtedness under these agreements following the
violation of any covenant, such actions may result in an event of default under our senior note and convertible senior note indentures.

Dependence on Securitization Program.

General.    Since December 1994, we have relied upon our ability to transfer receivables to securitization Trusts and sell securities in the asset-backed securities market to
generate cash proceeds for repayment of credit facilities and to purchase additional receivables. Accordingly, adverse changes in our asset-backed securities program or in the asset-backed securities market for automobile receivables in general have
in the past, and could in the future, materially adversely affect our ability to purchase and securitize loans on a timely basis and upon terms acceptable to us. Any adverse change or delay would have a material adverse effect on our financial
position, liquidity, and results of operations.

We will continue to require the execution of securitization transactions in
order to fund our future liquidity needs. There can be no assurance that funding will be available to us through these sources or, if available, that it will be on terms acceptable to us. If these sources of funding are not available to us on a
regular basis for any reason, including the occurrence of events of default, deterioration in loss experience on the collateral, breach of financial covenants or portfolio and pool performance measures, disruption of the asset-backed market or
otherwise, we will be required to revise the scale of our business, including the possible discontinuation of origination activities, which would have a material adverse effect on our financial position, liquidity, and results of operations.

Recent Conditions and Events.    Although, the asset-backed securities market, along with credit
markets in general, have stabilized, they are operating at reduced levels compared to periods prior to mid-2007. Conditions in the asset-backed securities market began deteriorating in mid-2007, were further weakened by the credit rating downgrades
of the financial guaranty insurance providers, and worsened significantly following the bankruptcy of Lehman Brothers in September 2008. Over this time period, conditions in the asset-backed securities market generally included increased risk
premiums for issuers, limited investor demand for asset-backed securities, particularly those securities backed by sub-prime collateral, rating agency downgrades of asset-backed securities, and a general tightening of availability of credit. These
conditions increased our cost of funding and restricted our access to the asset-backed securities market, and may occur again in the future.

There can be no assurance that we will continue to be successful in selling securities in the asset-backed securities market. Since we are highly dependent on the availability of the asset-backed
securities market to finance our operations, disruptions in this market or adverse changes or delays in our ability to access this market would have a material adverse effect on our financial position, liquidity, and results of operations. Although
we experienced more than sufficient investor demand for the securities we issued in our recent securitizations, reduced investor demand for asset-backed securities could result in our having to hold assets until investor demand improves, but our
capacity to hold assets is not unlimited. A reduced demand for our asset-backed securities could require us to reduce our origination levels. A return to adverse market conditions, such as we experienced in 2008 and early 2009, could also result in
increased costs and reduced margins in connection with our securitization transactions.

Securitization
Structures.    Since the second half of 2008, 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. In a senior-subordinated securitization, we expect that the higher rated, or triple-A, securities to be sold by us will comprise approximately 70% of the total securities issued. The balance of
securities we expect to issue, the subordinated notes, will comprise the remaining 30%. Sizes of the classes depend upon rating agency loss assumptions and loss coverage requirements in addition to the level of subordinate bonds. The market
environment for subordinated securities is traditionally smaller than for senior securities and, therefore, can be more challenging than the market for triple-A securities.



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There can be no assurance that we will be able to sell the subordinated securities in a senior subordinated securitization, or that the pricing and terms demanded by investors for such securities
will be acceptable to us. If we were unable for any reason to sell the subordinated securities in a senior subordinated securitization, we would be required to hold such securities which could have a material adverse effect on our financial
position, liquidity, and results of operations and could force us to curtail or suspend origination activities.

The amount of
the initial credit enhancement on future senior-subordinated securitizations will be dependent upon the amount of subordinated securities sold and the desired ratings on the securities being sold. In the AMCAR 2011-1 securitization, the initial cash
deposit and overcollateralization requirement was 7.75% in order to provide credit enhancement for the asset-backed securities sold, including the double-B rated securities which were the lowest rated securities sold. The required initial and
targeted credit enhancement levels depend, in part, on the net interest margin expected over the life of a securitization, the collateral characteristics of the pool of receivables securitized, credit performance trends of our finance receivables,
the structure of the securitization transaction, our financial condition and the economic environment. In periods of economic weakness and associated deterioration of credit performance trends, required credit enhancement levels generally increase,
particularly for securitizations of higher risk finance receivables such as our loan portfolio. Higher levels of credit enhancement require significantly greater use of liquidity to execute a securitization transaction. The level of credit
enhancement requirements in the future could adversely impact our ability to execute securitization transactions and may affect the timing of such securitizations given the increased amount of liquidity necessary to fund credit enhancement
requirements. This, in turn, may adversely impact our ability to opportunistically access the capital markets when conditions are favorable.

The second type of securitization structure we have utilized involves the purchase of a financial guaranty insurance policy provided by various monoline insurance providers in order to achieve triple-A
ratings on the securities issued in our securitization transactions. Most of the monoline insurers we have used in the past are still facing financial stress and have received rating agency downgrades due to risk exposures on insurance policies that
guarantee mortgage debt and related structured products. As a result, there is limited demand for securities guaranteed by insurance policies. However, during 2010, we were able to issue two securitizations utilizing financial guaranty insurance
policies. The asset-backed securities sold had an underlying rating of single-A without considering the benefit of the financial guaranty insurance policy.

Liquidity and Capital Needs.    Our ability to make payments on or to refinance our indebtedness and to fund our operations depends on our ability to generate cash and our
access to the capital markets in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, capital market conditions and other factors that are beyond our control.

We expect to continue to require substantial amounts of cash. Our primary cash requirements include the funding of: (i) contract
purchases pending their securitization; (ii) credit enhancement requirements in connection with securitization and credit facilities; (iii) interest and principal payments under our credit facilities and other indebtedness; (iv) fees
and expenses incurred in connection with the securitization and servicing of receivables and credit facilities; (v) ongoing operating expenses; and (vi) capital expenditures.

We require substantial amounts of cash to fund our contract purchase and securitization activities. Although we must fund certain credit
enhancement requirements upon the closing of a securitization, we typically receive the cash representing excess cash flows and return of credit enhancement deposits over the actual life of the receivables securitized. We also incur transaction
costs in connection with a securitization transaction. Accordingly, our strategy of securitizing our newly purchased receivables will require significant amounts of cash.

Our primary sources of future liquidity are expected to be: (i) interest and principal payments on loans not yet securitized; (ii) distributions received from securitization Trusts;
(iii) servicing fees; (iv) borrowings under our credit facilities or proceeds from securitization transactions; (v) further issuances of other debt securities; and (vi) borrowings on our unsecured line of credit with GM.



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Because we expect to continue to require substantial amounts of cash for the foreseeable
future, we anticipate that we will require the execution of additional securitization transactions and may choose to enter into other additional debt financings. The type, timing and terms of financing selected by us will be dependent upon our cash
needs, the availability of other financing sources and the prevailing conditions in the capital markets. There can be no assurance that funding will be available to us through these sources or, if available, that the funding will be on acceptable
terms. If we are unable to execute securitization transactions on a regular basis, we would not have sufficient funds to finance new originations and, in such event, we would be required to revise the scale of our business, which would have a
material adverse effect on our ability to achieve our business and financial objectives.

Leverage.    We currently have a substantial amount of outstanding indebtedness. Our ability to make payments
of principal or interest on, or to refinance, our indebtedness will depend on our future operating performance, including the performance of receivables transferred to securitization Trusts, and our ability to enter into additional securitization
transactions as well as other debt financings, which, to a certain extent, are subject to economic, financial, competitive, regulatory, capital markets and other factors beyond our control.

If we are unable to generate sufficient cash flows in the future to service our debt, we may be required to refinance all or a portion of
our existing debt or to obtain additional financing. There can be no assurance that any refinancings will be possible or that any additional financing could be obtained on acceptable terms. The inability to service or refinance our existing debt or
to obtain additional financing would have a material adverse effect on our financial position, liquidity, and results of operations.

The degree to which we are leveraged creates risks including: (i) we may be unable to satisfy our obligations under our outstanding indebtedness; (ii) we may find it more difficult to fund
future credit enhancement requirements, operating costs, income tax payments, capital expenditures, or general corporate expenditures; (iii) we may have to dedicate a substantial portion of our cash resources to payments on our outstanding
indebtedness, thereby reducing the funds available for operations and future business opportunities; and (iv) we may be vulnerable to adverse general economic, capital markets and industry conditions.

Our credit facilities, other than the GM revolving credit facility, typically require us to comply with certain financial ratios and
covenants, including minimum asset quality maintenance requirements. These restrictions may interfere with our ability to obtain financing or to engage in other necessary or desirable business activities. If we cannot comply with the requirements in
our credit facilities, then the lenders may increase our borrowing costs, remove us as servicer or declare the outstanding debt immediately due and payable. If our debt payments were accelerated, the assets pledged on these facilities might not be
sufficient to fully repay the debt. These lenders may foreclose upon their collateral, including the restricted cash in these credit facilities. These events may also result in a default under our senior note and convertible senior note indentures.
We may not be able to obtain a waiver of these provisions or refinance our debt, if needed. In such case, our financial condition, liquidity, and results of operations would materially suffer.

Default and Prepayment Risks.    Our financial condition, liquidity, and results of operations depend, to a
material extent, on the performance of loans in our portfolio. Obligors under contracts acquired or originated by us may default during the term of their loan. Generally, we bear the full risk of losses resulting from defaults. In the event of a
default, the collateral value of the financed vehicle usually does not cover the outstanding loan balance and costs of recovery.

We maintain an allowance for loan losses for finance receivables originated since October 1, 2010 (our post-acquisition finance receivables portfolio) which reflects managements
estimates of inherent losses for these loans. If the allowance is inadequate, we would recognize the losses in excess of that allowance as an expense and results of operations would be adversely affected. A material adjustment to our allowance for
loan losses and the corresponding decrease in earnings could limit our ability to enter into future securitizations and other financings, thus impairing our ability to finance our business.



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We also maintain a non-accretable discount for finance receivables originated prior to
October 1, 2010 (our pre-acquisition finance receivables portfolio), which reflects future credit losses for these loans. Any incremental deterioration on loans in this group beyond the non-accretable discount will result in an
incremental allowance for loan losses being recorded. Improvements or resolutions in excess of the non-accretable discount will not be a direct offset to provisions or charge-offs, but will result in a transfer of the excess non-accretable discount
to accretable discount, which will be recorded as finance charge income over the remaining life of the account.

We are
required to deposit substantial amounts of the cash flows generated by our interests in securitizations sponsored by us to satisfy targeted credit enhancement requirements. An increase in defaults would reduce the cash flows generated by our
interests in securitization transactions lengthening the period required to build targeted credit enhancement levels in the securitization trusts. Distributions of cash from the securitizations to us would be delayed and the ultimate amount of cash
distributable to us would be less, which would have an adverse effect on our liquidity. The targeted credit enhancement levels in future securitizations may also be increased, due to an increase in defaults and losses, further impacting our
liquidity.

Consumer prepayments affect the amount of finance charge income we receive over the life of the loans. If
prepayment levels increase for any reason and we are not able to replace the prepaid receivables with newly originated loans, we will receive less finance charge income and our results of operations may be adversely affected.

Portfolio Performance  Negative Impact on Cash Flows.    Generally, the form of agreements we have
entered into with our financial guaranty insurance providers in connection with securitization transactions insured by them contain specified limits on portfolio performance ratios (delinquency, cumulative default and cumulative net loss) on the
receivables included in each securitization Trust. If, at any measurement date, a portfolio performance ratio with respect to any Trust were to exceed the specified limits, provisions of the credit enhancement agreement would automatically increase
the level of credit enhancement requirements for that Trust if a waiver was not obtained. During the period in which the specified portfolio performance ratio was exceeded, excess cash flows, if any, from the Trust would be used to fund additional
credit enhancement up to the increased levels instead of being distributed to us, which would have an adverse effect on our cash flows and liquidity.

Our 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 targeted credit
enhancement requirement for any of these securitization Trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount rather than be distributed
to us.

Right to Terminate Servicing.    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 in the preceding risk factor. 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 elected 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 senior note indentures. Although we have never exceeded these additional targeted



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portfolio performance ratios, there can be no assurance that we will not exceed these additional targeted portfolio performance ratios in the future. If such targeted portfolio performance ratios
are exceeded, or if we have breached our obligations under the servicing agreements, or if the financial guaranty insurance providers are required to make payments under a policy, or if certain bankruptcy or insolvency events were to occur then
there can be no assurance that an event of default will not be declared and our servicing rights will not be terminated. The termination of any or all of our servicing rights would have a material adverse effect on our financial position, liquidity,
and results of operations.

Implementation of Business Strategy.    Our financial position,
liquidity, and results of operations depend on managements ability to execute our business strategy. Key factors involved in the execution of the business strategy include achieving the desired loan origination volume, continued and successful
use of proprietary scoring models for credit risk assessment and risk-based pricing, the use of effective credit risk management techniques and servicing strategies, implementation of effective loan servicing and collection practices, continued
investment in technology to support operating efficiency, implementation of leasing programs for GM dealers and continued access to funding and liquidity sources. Our failure or inability to execute any element of our business strategy could
materially adversely affect our financial position, liquidity, and results of operations.

Target Consumer
Base.    The majority of our loan purchasing and servicing activities involve sub-prime automobile receivables. Sub-prime borrowers are associated with higher-than-average delinquency and default rates. While we believe that
we effectively manage these risks with our proprietary credit scoring system, risk-based loan pricing and other underwriting policies, and our servicing and collection methods, no assurance can be given that these criteria or methods will be
effective in the future. In the event that we underestimate the default risk or under-price contracts that we purchase, our financial position, liquidity, and results of operations would be adversely affected, possibly to a material degree.

Economic Conditions.    We are subject to changes in general economic conditions that are beyond
our control. During periods of economic slowdown or recession, delinquencies, defaults, repossessions and losses generally increase. These periods also may be accompanied by increased unemployment rates, decreased consumer demand for automobiles and
declining values of automobiles securing outstanding loans, which weakens collateral coverage and increases the amount of a loss in the event of default. Additionally, higher gasoline prices, declining stock market values, unstable real estate
values, increasing unemployment levels, general availability of consumer credit or other factors that impact consumer confidence or disposable income could increase loss frequency and decrease consumer demand for automobiles as well as weaken
collateral values on certain types of automobiles. Because we focus predominantly on sub-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these loans are higher than those experienced in the general
automobile finance industry and could be more dramatically affected by a general economic downturn. In addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our finance charge
income. While we seek to manage the higher risk inherent in loans made to sub-prime borrowers through the underwriting criteria and collection methods we employ, no assurance can be given that these criteria or methods will afford adequate
protection against these risks. Any sustained period of increased delinquencies, defaults, repossessions or losses or increased servicing costs could adversely affect our financial position, liquidity, results of operations and our ability to enter
into future securitizations and future credit facilities.

Wholesale Auction Values.    We sell
repossessed automobiles at wholesale auction markets located throughout the United States and Canada. Auction proceeds from the sale of repossessed vehicles and other recoveries are usually not sufficient to cover the outstanding balance of the
contract, and the resulting deficiency is charged off. We also sell automobiles returned to us at the end of a lease term. Decreased auction proceeds resulting from the depressed prices at which used automobiles may be sold during periods of
economic slowdown or slack consumer demand will result in higher credit losses for us. Furthermore, depressed wholesale prices for used automobiles may result from significant liquidations of rental or fleet inventories, financial



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difficulties of the new vehicle manufacturers, discontinuance of vehicle brands and models and from increased volume of trade-ins due to promotional programs offered by new vehicle manufacturers.
Additionally, higher gasoline prices may decrease the wholesale auction values of certain types of vehicles.

Interest
Rates.    Our profitability may be directly affected by the level of and fluctuations in interest rates, which affects the gross interest rate spread we earn on our receivables. As the level of interest rates change, our
gross interest rate spread on new originations either increases or decreases since the rates charged on the contracts purchased from dealers are fixed rate and are limited by market and competitive conditions, restricting our opportunity to pass on
increased interest costs to the consumer. We believe that our financial position, liquidity, and results of operations could be adversely affected during any period of higher interest rates, possibly to a material degree. We monitor the interest
rate environment and employ hedging strategies designed to mitigate the impact of increases in interest rates. We can provide no assurance however, that hedging strategies will mitigate the impact of increases in interest rates.

Labor Market Conditions.    Competition to hire and retain personnel possessing the skills and experience
required by us could contribute to an increase in our employee turnover rate. High turnover or an inability to attract and retain qualified personnel could have an adverse effect on our delinquency, default and net loss rates, our ability to grow
and, ultimately, our financial condition, liquidity, and results of operations.

Data
Integrity.    If third parties or our employees are able to penetrate our network security or otherwise misappropriate our customers personal information or loan information, or if we give third parties or our employees
improper access to our customers personal information or loan information, we could be subject to liability. This liability could include identity theft or other similar fraud-related claims. This liability could also include claims for other
misuses or losses of personal information, including for unauthorized marketing purposes. Other liabilities could include claims alleging misrepresentation of our privacy and data security practices.

We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to
effect secure online transmission of confidential consumer information. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the algorithms that we
use to protect sensitive customer transaction data. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend capital and other
resources to protect against such security breaches or to alleviate problems caused by such breaches. Our security measures are designed to protect against security breaches, but our failure to prevent such security breaches could subject us to
liability, decrease our profitability, and damage our reputation.

Regulation.    Reference should
be made to Item 1. Business  Regulation for a discussion of regulatory risk factors.

Competition.    Reference should be made to Item 1. Business  Competition for a
discussion of competitive risk factors.

Litigation.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. However, any adverse resolution of
litigation pending or threatened against us could have a material adverse affect on our financial condition, results of operations and cash flows.



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On October 1, 2010, GM Holdings completed its acquisition of AmeriCredit Corp. via the
merger of Merger Sub with and into AmeriCredit Corp. Litigation is continuing with respect to the Merger. See Item 3  Legal Proceedings for further discussion.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None



|ITEM 2. | PROPERTIES
|------- | ----------

Our executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas, in an 86,000 square foot office space under a ten-year lease that expires in May 2019.

We also lease 46,000 square feet of office space in Charlotte, North Carolina under a lease expiring in June 2021, 89,000 square feet of
office space in Peterborough, Ontario under a lease expiring in July 2019, 62,000 square feet of office space in Chandler, Arizona, under a lease expiring in September 2015 and 250,000 square feet of office space in Arlington, Texas, under a lease
expiring August 2017. We also own a 250,000 square foot servicing facility in Arlington, Texas. Our regional credit centers are generally leased under agreements with original terms of three to five years. Such facilities are typically located in a
suburban office building and consist of between 3,000 and 7,000 square feet of space.



|ITEM 3. | 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. However, any adverse resolution of litigation pending or threatened against us could have a material adverse affect on our financial condition, results of operations and cash flows.

On July 21, 2010, we entered into the Merger Agreement. The following litigation is continuing with respect to the Merger:

On July 27, 2010, an action styled Robert Hatfield, Derivatively on behalf of AmeriCredit Corp. vs. Clifton H.
Morris, Jr., Daniel E. Berce, John Clay, Ian M. Cumming, A.R. Dike, James H. Greer, Douglas K. Higgins, Kenneth H. Jones, Jr., Robert B. Sturges, Justin R. Wheeler, General Motors Holdings LLC and General Motors Company, Defendants, and AmeriCredit
Corp., Nominal Defendant, was filed in the District Court of Tarrant County, Texas, Cause No. 017 246937 10 (the Hatfield Case). In the Hatfield Case, the plaintiff alleges, among other allegations, that the individual
defendants, who are or were members of our Board of Directors, breached their fiduciary duties with regards to the transaction between us and GM Holdings. Among other relief, the complaint sought to enjoin the closing of the transaction, and seeks
to require us to rescind the transaction and the recovery of attorney fees and expenses.

On July 28, 2010, an action styled
Labourers Pension Fund of Central and Eastern Canada, on behalf of itself and all others similarly situated v. AmeriCredit Corp.,et al, was filed in the District Court of Tarrant County, Texas, Cause No. 236 246960 10 (the
Labourers Pension Fund Case). The plaintiff sought class action status and alleged individual defendants (our officers and directors) breached their fiduciary duties in



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negotiating and approving the proposed transaction between us and GM and that GM aided and abetted the alleged breach of fiduciary duty. Among other relief, the complaint sought to enjoin both
the transaction from closing as well as a shareholder vote on the pending transaction; however, no motion for an injunction was filed. On January 4, 2011, plaintiffs filed a notice of nonsuit, dismissing its claims without prejudice.

On August 6, 2010, an action styled Carla Butler, Derivatively on behalf of AmeriCredit Corp., Plaintiff vs. Clifton H. Morris,
Jr., Daniel E. Berce, John Clay, Ian M. Cumming, A.R. Dike, James H. Greer, Douglas K. Higgins, Kenneth H. Jones, Jr., Robert B. Sturges, Justin R. Wheeler, General Motors Holdings LLC and General Motors Company, Defendants, and AmeriCredit Corp.,
Nominal Defendant, was filed in the District Court of Tarrant County, Texas, Cause No. 67 247227-10 (the Butler Case). In the Butler Case, like the Hatfield Case, the complaint alleges that our individual officers and certain
current and former directors breached their fiduciary duties. Among other relief, the complaint sought to rescind the transaction and enjoin its consummation and also seeks an award of plaintiff costs and disbursements including attorneys and
expert fees.

On September 1, 2010, an action styled Douglas Mogle,on behalf of himself and all others
similarly statedvs.AmeriCredit Corp., et al, was filed in the District Court of Tarrant County, Texas, Cause No. 153 247833 10 (the Mogle Case). The complaint is similar to the Labourers Pension Fund Case
complaint discussed above. On November 17, 2010, plaintiffs filed a notice of nonsuit, dismissing its claims without prejudice.

The Hatfield Case and the Butler Case have been consolidated for handling and, the plaintiff has amended its complaint to seek damages.
On January 7, 2011, the defendants filed a motion to dismiss the complaints, based on the courts lack of subject matter jurisdiction over the consolidated case. We believe that the claims alleged in the Hatfield Case and the Butler Case
are without merit and we intend to assert vigorous defenses to the litigation. Neither the likelihood of an unfavorable outcome nor the amount of ultimate liability, if any, with respect to this litigation can be determined at this time.



|ITEM 4. | REMOVED AND RESERVED
|------- | --------------------



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PART II



|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|------- | ---------------------------------------------------------------------

Market Information

Our common stock previously traded on the New York Stock Exchange under the symbol ACF. Effective October 1, 2010 with the consummation of the Merger all of our issued and outstanding equity
securities are owned by a single holder and there is no longer an established public trading market for our common stock. The information provided below represents the Predecessor periods before the effective date of the Merger.

Dividend Policy

We have never paid cash dividends on our common stock. The indenture pursuant to which our senior notes were issued contain certain restrictions on the payment of dividends. We presently intend to retain
future earnings, if any, for use in the operation of the business and do not anticipate paying any cash dividends in the foreseeable future; provided, however, that we may reexamine this policy with our sole shareholder at any time.

The following table sets forth the range of the high, low and closing sale prices for our common stock as reported on the Composite Tape
of the New York Stock Exchange Listed Issues.



|                                      |  |      |       |  |     |   |       |       |  |   |       | 
|------------------------------------- |  | ---- | ----- |  | --- | - | ----- | ----- |  | - | ----- | 
|Predecessor                           |  | High |       |  | Low |   |       | Close | 
|Three months ended September 30, 2010 |  | $    | 24.53 |  |     | $ | 17.98 |       |  | $ | 24.46 | 
|                                      |  |      |      
|Fiscal year ended June 30, 2010       |  |      |       |  |     |   |       |       |  |   |       | 
|First Quarter                         |  | $    | 18.00 |  |     | $ | 11.51 |       |  | $ | 15.79 | 
|Second Quarter                        |  |      | 20.10 |  |     |   | 14.71 |       |  |   | 19.04 | 
|Third Quarter                         |  |      | 24.55 |  |     |   | 18.69 |       |  |   | 23.76 | 
|Fourth Quarter                        |  |      | 26.49 |  |     |   | 18.14 |       |  |   | 18.22 | 
|                                      |  |      |      
|Fiscal year ended June 30, 2009       |  |      |       |  |     |   |       |       |  |   |       | 
|First Quarter                         |  | $    | 14.90 |  |     | $ | 6.26  |       |  | $ | 10.13 | 
|Second Quarter                        |  |      | 10.58 |  |     |   | 2.85  |       |  |   | 7.64  | 
|Third Quarter                         |  |      | 8.50  |  |     |   | 3.07  |       |  |   | 5.86  | 
|Fourth Quarter                        |  |      | 14.40 |  |     |   | 5.67  |       |  |   | 13.55 | 



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|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The table below summarizes selected financial information (dollars in thousands, except per share data). For additional information, refer to the audited consolidated financial statements and notes
thereto in Item 8. Financial Statements and Supplementary Data. After the Merger, AmeriCredit Corp. (Predecessor) was renamed General Motors Financial Company, Inc. (Successor) and the Selected Financial Data
for periods preceding the Merger and for the period succeeding the Merger have been derived from the consolidated financial statements of the Predecessor and the Successor, respectively. The consolidated financial statements of the Predecessor have
been prepared on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2010. The consolidated financial statements of the Successor reflect the application of purchase
accounting.



|                                  |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   |             |      |  |   |             |   |  |   |             |   |  |   |             |  |  |   |             | 
|--------------------------------- |  | ------------------------------------------------- | ------- | - |  |  | ---- | ----------------------------------------------- |  | ---- | -------------------- |  | ---- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | - |  | - | ----------- |  |  | - | ----------- | 
|                                  |  | Successor                                         |         |   |  |  |      | Predecessor                                     | 
|                                  |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |         |   |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | Years Ended June 30, | 
|                                  |  |                                                   |         |   |  |  | 2010 |                                                 |  | 2009 |                      |  | 2008 |   |             | 2007 |  |   | 2006        |  
|Operating Data                    |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   |             |      |  |   |             |   |  |   |             |   |  |   |             |  |  |   |             | 
|Finance charge income             |  | $                                                 | 264,347 |   |  |  |      |                                                 |  | $    | 342,349              |  |      | $ | 1,431,319   |      |  | $ | 1,902,684   |   |  | $ | 2,382,484   |   |  | $ | 2,142,470   |  |  | $ | 1,641,125   | 
|Other revenue                     |  |                                                   | 16,824  |   |  |  |      |                                                 |  |      | 30,275               |  |      |   | 91,498      |      |  |   | 164,640     |   |  |   | 160,598     |   |  |   | 197,453     |  |  |   | 170,213     | 
|Total revenue                     |  |                                                   | 281,171 |   |  |  |      |                                                 |  |      | 372,624              |  |      |   | 1,522,817   |      |  |   | 2,067,324   |   |  |   | 2,543,082   |   |  |   | 2,339,923   |  |  |   | 1,811,338   | 
|Impairment of goodwill            |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   |             |      |  |   |             |   |  |   | 212,595     |   |  |   |             |  |  |   |             | 
|Net income (loss)                 |  |                                                   | 74,633  |   |  |  |      |                                                 |  |      | 51,300               |  |      |   | 220,546     |      |  |   | (10,889     | ) |  |   | (82,369     | ) |  |   | 349,963     |  |  |   | 306,183     | 
|Basic earnings (loss) per Share   |  |                                                   | (a      | ) |  |  |      |                                                 |  |      | 0.38                 |  |      |   | 1.65        |      |  |   | (0.09       | ) |  |   | (0.72       | ) |  |   | 2.94        |  |  |   | 2.29        | 
|Diluted earnings (loss) per Share |  |                                                   | (a      | ) |  |  |      |                                                 |  |      | 0.37                 |  |      |   | 1.60        |      |  |   | (0.09       | ) |  |   | (0.72       | ) |  |   | 2.65        |  |  |   | 2.08        | 
|Diluted weighted average Shares   |  |                                                   | (a      | ) |  |  |      |                                                 |  |      | 140,302,755          |  |      |   | 138,179,945 |      |  |   | 125,239,241 |   |  |   | 114,962,241 |   |  |   | 133,224,945 |  |  |   | 148,824,916 | 
|Other Data                        |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   |             |      |  |   |             |   |  |   |             |   |  |   |             |  |  |   |             | 
|Origination volume(b)             |  | $                                                 | 945,467 |   |  |  |      |                                                 |  | $    | 959,004              |  |      | $ | 2,137,620   |      |  | $ | 1,285,091   |   |  | $ | 6,293,494   |   |  | $ | 8,454,600   |  |  | $ | 6,208,004   | 



|                             |  |                      |            |  |  |  |  |              |  |   |              |  |  |                  |            |  |                  |   |            |              |  |   |            |  |  |   |            | 
|---------------------------- |  | -------------------- | ---------- |  |  |  |  | ------------ |  | - | ------------ |  |  | ---------------- | ---------- |  | ---------------- | - | ---------- | ------------ |  | - | ---------- |  |  | - | ---------- | 
|                             |  | Successor            |            |  |  |  |  | Predecessor  | 
|                             |  | December 31,2010
(b) |            |  |  |  |  | June 30,2010 |  |   | June 30,2009 |  |  | June 30,2008
(b) |            |  | June 30,2007
(b) |   |            | June 30,2006 | 
|Balance Sheet Data           |  |                      |            |  |  |  |  |              |  |   |              |  |  |                  |            |  |                  |   |            |              |  |   |            |  |  |   |            | 
|Cash and cash equivalents    |  | $                    | 194,554    |  |  |  |  |              |  | $ | 282,273      |  |  | $                | 193,287    |  |                  | $ | 433,493    |              |  | $ | 910,304    |  |  | $ | 513,240    | 
|Finance receivables, net     |  |                      | 8,197,324  |  |  |  |  |              |  |   | 8,160,208    |  |  |                  | 10,037,329 |  |                  |   | 14,030,299 |              |  |   | 15,102,370 |  |  |   | 11,097,008 | 
|Total assets                 |  |                      | 10,918,738 |  |  |  |  |              |  |   | 9,881,033    |  |  |                  | 11,958,327 |  |                  |   | 16,508,201 |              |  |   | 17,762,999 |  |  |   | 13,067,865 | 
|Credit facilities            |  |                      | 831,802    |  |  |  |  |              |  |   | 598,946      |  |  |                  | 1,630,133  |  |                  |   | 2,928,161  |              |  |   | 2,541,702  |  |  |   | 2,106,282  | 
|Securitization notes payable |  |                      | 6,128,217  |  |  |  |  |              |  |   | 6,108,976    |  |  |                  | 7,426,687  |  |                  |   | 10,420,327 |              |  |   | 11,939,447 |  |  |   | 8,518,849  | 
|Senior notes                 |  |                      | 70,054     |  |  |  |  |              |  |   | 70,620       |  |  |                  | 91,620     |  |                  |   | 200,000    |              |  |   | 200,000    |  |  |   |            | 
|Convertible senior notes     |  |                      | 1,446      |  |  |  |  |              |  |   | 414,068      |  |  |                  | 392,514    |  |                  |   | 642,599    |              |  |   | 620,537    |  |  |   | 200,000    | 
|Total liabilities            |  |                      | 7,388,630  |  |  |  |  |              |  |   | 7,480,609    |  |  |                  | 9,851,019  |  |                  |   | 14,542,939 |              |  |   | 15,606,407 |  |  |   | 11,058,979 | 
|Shareholders equity         |  |                      | 3,530,108  |  |  |  |  |              |  |   | 2,400,424    |  |  |                  | 2,107,308  |  |                  |   | 1,965,262  |              |  |   | 2,156,592  |  |  |   | 2,008,886  | 
|Other Data                   |  |                      |            |  |  |  |  |              |  |   |              |  |  |                  |            |  |                  |   |            |              |  |   |            |  |  |   |            | 
|Finance receivables          |  |                      | 9,071,457  |  |  |  |  |              |  |   | 8,733,518    |  |  |                  | 10,927,969 |  |                  |   | 14,981,412 |              |  |   | 15,922,458 |  |  |   | 11,775,665 | 
|Gain on sale receivables     |  |                      |            |  |  |  |  |              |  |   |              |  |  |                  |            |  |                  |   |            |              |  |   | 24,091     |  |  |   | 421,037    | 
|                             |  |                      |            |  |  |  |  |              |  |   |              |  |  |                  |            |  |                  |   |            |              |  |   |            |  |  |   |            | 
|Managed receivables          |  |                      | 9,071,457  |  |  |  |  |              |  |   | 8,733,518    |  |  |                  | 10,927,969 |  |                  |   | 14,981,412 |              |  |   | 15,946,549 |  |  |   | 12,196,702 | 



|(a) | As a result of the Merger, our common stock is owned by a single holder and is no longer publicly traded and earnings per share is no longer required.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The three month period ended December 31, 2010 and fiscal years ended June 30, 2008 and 2007 include $10.7 million, $218.1 million and $34.9 million of
contracts purchased through our leasing program, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Recent Events

On
October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement), dated as of July 21, 2010, with General Motors Holdings LLC (GM Holdings), a Delaware limited liability company and
a wholly owned subsidiary of General Motors Company (GM), and Goalie Texas Holdco Inc., a Texas corporation and a direct wholly owned subsidiary of GM Holdings (Merger Sub), GM Holdings completed its acquisition of
AmeriCredit Corp. via the merger of Merger Sub with and into AmeriCredit Corp. (the Merger), with AmeriCredit Corp. continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. Following the
Merger, our name was changed to General Motors Financial Company, Inc. (GM Financial).

We changed our fiscal
year end to December 31 from June 30 to better align our financial reporting period, as well as our annual planning and budgeting process with that of GM. This Transition Report on Form 10-K reports our financial results for the three
month period from July 1, 2010 through September 30, 2010 and the three month period October 1, 2010 through December 31, 2010. Following December 31, 2010, we will report on a twelve month fiscal year beginning on
January 1 and ending on December 31 of each year.

All references to years, fiscal and
fiscal year, unless otherwise noted refer to the twelve month fiscal year, which prior to July 1, 2010, ended on June 30, and beginning December 31, 2010, ends on December 31 of each year.

GENERAL

We are an auto
finance company specializing in purchasing retail automobile installment sales contracts originated by franchised and select independent dealers in connection with the sale of used and new automobiles. We generate revenue and cash flows primarily
through the purchase, retention, subsequent securitization and servicing of finance receivables. As used herein, loans include auto finance receivables originated by dealers and purchased by us. To fund the acquisition of receivables
prior to securitization, we use available cash and borrowings under our credit facilities. We earn finance charge income on the finance receivables and pay interest expense on borrowings under our credit facilities.

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



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Our securitization transactions utilize special purpose entities which are also variable
interest entities (VIEs) that meet the requirements to be consolidated in our financial statements. 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.

Prior to October 1, 2002, our securitization transactions were structured as sales of finance receivables. In connection
with the acquisitions described below, we also acquired two securitization Trusts which were accounted for as sales of finance receivables. Receivables sold under this structure are referred to herein as gain on sale receivables. At
December 31, 2010, we had no gain on sale securitization transactions outstanding.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue and costs and expenses during the reporting
periods. Actual results could differ from those estimates and those differences may be material. The accounting estimates that we believe are the most critical to understanding and evaluating our reported financial results include the following:

Purchase Accounting

The Merger has been accounted for under the purchase method of accounting, whereby the purchase price of the transaction was allocated to our identifiable assets acquired and liabilities assumed based
upon their fair values. The estimates of the fair values recorded were determined based on the fair value measurement principles (see Note 12  Fair Values of Assets and Liabilities to the consolidated financial statements for
additional information) and reflect significant assumptions and judgments. Material valuation inputs for our finance receivables included adjustments to monthly principal and finance charge cash flows for prepayments and credit loss expectations;
servicing expenses; and discount rates developed based on the relative risk of the cash flows which considered loan type, market rates as of our valuation date, credit loss expectations and capital structure. Certain assumptions and judgments that
were considered to be appropriate at the acquisition date may prove to be incorrect if market conditions change.

The results
of the purchase price allocation included an increase in the total carrying value of net finance receivables, medium term note facility payable, Wachovia funding facilities payable, securitization notes payable, deferred tax assets and uncertain tax
positions as well as intangible assets. Management believes all material intangible assets have been identified.

The excess
of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The goodwill amount was $1,112.3 million.

In accordance with the accounting for goodwill, goodwill is not amortized to net income, but is required to be tested for impairment at least annually. See Note 2  Financial Statement Effects
of the Merger to the consolidated financial statements for additional information of the purchase price allocation.

Finance Receivables, Non-Accretable Discount, Accretable Premium and the Allowance for Loan Losses

Pre-Acquisition Finance Receivables, Non-Accretable Discount and Accretable Premium

Finance receivables originated prior to the acquisition were adjusted to fair value at October 1, 2010. As a result of purchase
accounting for the Merger, the allowance for loan losses at October 1, 2010 was eliminated and a net discount was recorded on the receivables. A portion of the discount attributable to future credit losses is recorded as a non-accretable
discount. Any deterioration in the performance of pre-acquisition receivables indicating that the non-accretable discount has become insufficient to cover future credit losses in the pre-acquisition portfolio will result in an incremental allowance
for loan losses being recorded. Improvements in



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the performance of the pre-acquisition receivables indicating that the non-accretable discount exceeds expected future credit losses will not be a direct offset to charge-offs, but will result in
a transfer of the excess non-accretable discount to accretable discount, which will be recorded as finance charge income over the remaining life of the receivables.

A portion of the fair value adjustment on the finance receivables is included as an accretable premium. This premium is accreted into finance charge income over the remaining life of the receivables
utilizing an effective interest method.

A 10% and 20% increase in expected cumulative net credit losses would result in a
$56.5 million and $127.8 million, respectively, charge to the statement of operations as of December 31, 2010.

Post-Acquisition Finance Receivables and Allowance for Loan Losses

Finance receivables originated since the acquisition are carried at amortized cost, net of allowance for loan losses. Provisions for loan
losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover probable credit losses inherent in our post-acquisition finance receivables.

The allowance for loan losses is established systematically based on the determination of the amount of probable credit losses inherent
in the post-acquisition finance receivables as of the balance sheet date. We review charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as
unemployment rates, and other information in order to make the necessary judgments as to the probable credit losses. We also use historical charge-off experience to determine the loss confirmation period, which is defined as the time between when an
event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine
the amount of losses inherent in finance receivables at the balance sheet date. Assumptions regarding credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes
in any of the factors discussed above. Should the credit loss assumption or loss confirmation period increase, there would be an increase in the amount of allowance for loan losses required, which would decrease the net carrying value of finance
receivables and increase the amount of provision for loan losses recorded on the consolidated statements of operations.

A 10%
and 20% increase in cumulative net credit losses over the loss confirmation period would increase the allowance for loan losses as of December 31, 2010, as follows (in thousands):



|                                    |  |                   |       |  |                   |   |       | 
|----------------------------------- |  | ----------------- | ----- |  | ----------------- | - | ----- | 
|                                    |  | 10% adversechange |       |  | 20% adversechange |  
|Impact on allowance for loan losses |  | $                 | 2,635 |  |                   | $ | 5,270 | 

We believe that the
allowance for loan losses is adequate to cover probable losses inherent in our post-acquisition receivables; however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not
exceed such estimates or that our credit loss assumptions will not increase.

Income Taxes

We are subject to income tax in the United States and Canada. We will file unitary, combined or consolidated state and local tax returns
with GM in certain jurisdictions. In some states, local, and federal taxing jurisdictions where filing a separate income tax return is mandated, we will continue to file separately. In the ordinary course of our business, there may be transactions,
calculations, structures and filing positions where the ultimate tax outcome is uncertain. At any point in time, multiple tax years are subject to audit by various taxing jurisdictions and we record liabilities for estimated tax results based on the
requirements of the accounting for uncertainty in income taxes. Management believes that the estimates it uses are reasonable. However, due to expiring statutes of limitations, audits, settlements, changes in tax law or new authoritative rulings, no
assurance



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can be given that the final outcome of these matters will be comparable to what was reflected in the historical income tax provisions and accruals. We may need to adjust our accrued tax assets or
liabilities if actual results differ from estimated results or if we adjust these assumptions in the future, which could materially impact the effective tax rate, earnings, accrued tax balances and cash.

As a part of our financial reporting process, we must assess the likelihood that our deferred tax assets can be recovered. Unless
recovery is more likely than not, the provision for income taxes must be increased by recording a reserve in the form of a valuation allowance for all or a portion of the deferred tax assets. In this process, certain criteria are evaluated including
the existence of deferred tax liabilities that can be used to absorb deferred tax assets, taxable income in prior carryback years that can be used to absorb net operating losses, credit carrybacks, estimated taxable income in future years and the
duration of the carryforward periods. We incurred a significant taxable loss for fiscal 2009. 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 U.S. federal fiscal 2009 net operating loss (NOL) carryback period. We have fully utilized our federal NOL. In
contrast to U.S. federal tax rules, there is generally no carryback potential for the majority of U.S. state tax jurisdictions and the various state carryforward periods range from 5 to 20 years. We have established a valuation allowance against a
portion of our state tax net operating loss. Our judgment regarding future taxable income may change due to evolving corporate and operational strategies, market conditions, changes in U.S., state or international tax laws and other factors which
may later alter our judgment of the utilization of these assets.

As a result of the Merger, our results of operations for tax
purposes became a part of GMs consolidated federal tax return as of and subsequent to October 1, 2010. However, we continue to account for income taxes on a separate return basis. Accordingly, we account for income taxes using an
asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and net operating loss and tax credit carryforwards. Amounts owed to or from GM for income tax are accrued and recorded as an intercompany payable or receivable. Any difference between the amounts to be paid or
received under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes is reported in our consolidated financial statements through additional paid-in capital. As of December 31, 2010, we have an
accrued liability of $42.2 million to GM.

RESULTS OF OPERATIONS

After the Merger, AmeriCredit Corp. (Predecessor) was renamed General Motors Financial Company, Inc. (Successor)
and the results of operations for the six months ended December 31, 2010 are presented for two periods: July 1, 2010 through September 30, 2010 (Predecessor) and October 1, 2010 through December 31, 2010 (Successor), which
relate to the period before the Merger and the period after the Merger, respectively.

Three Months Ended December 31,
2010  Successor

Finance Receivables

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



|                                |  |      |           |  
|------------------------------- |  | ---- | --------- | -
|Three Months Ended December 31, |  | 2010 |          
|Balance at beginning of period  |  | $    | 8,698,018 |  
|Loans purchased                 |  |      | 934,812   |  
|Charge-offs                     |  |      | (221,046  | )
|Principal collections and other |  |      | (763,883  | )
|                                |  |      |           |  
|Balance at end of period        |  | $    | 8,647,901 |  
|                                |  |      |           |  
|Average finance receivables     |  | $    | 8,679,506 |  
|                                |  |      |           |  



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The average new loan size was $19,550 for the three months ended December 31, 2010. The
average annual percentage rate for finance receivables purchased during the three months ended December 31, 2010 was 15.2%.

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 derived from the
consolidated statements of operations and comprehensive operations is as follows (in thousands):



|                                |  |      |         |  
|------------------------------- |  | ---- | ------- | -
|Three Months Ended December 31, |  | 2010 |        
|Finance charge income           |  | $    | 264,347 |  
|Other income                    |  |      | 16,824  |  
|Interest expense                |  |      | (36,684 | )
|                                |  |      |         |  
|Net margin                      |  | $    | 244,487 |  
|                                |  |      |         |  

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



|                                                          |  |      |      |  
|--------------------------------------------------------- |  | ---- | ---- | -
|Three Months Ended December 31,                           |  | 2010 |     
|Finance charge income                                     |  |      | 12.1 | %
|Other income                                              |  |      | 0.8  |  
|Interest expense                                          |  |      | (1.7 | )
|                                                          |  |      |      |  
|Net margin as a percentage of average finance receivables |  |      | 11.2 | %
|                                                          |  |      |      |  

Revenue

Finance charge income was $264.3 million for the three months ended December 31, 2010. The effective yield on our finance receivables was 12.1% for the three months ended December 31, 2010. The
effective yield represents finance charges and fees taken into earnings during the period as well as accretion of finance receivables premium as a percentage of average finance receivables and is lower than the contractual rates of our auto finance
contracts due to accretion of the finance receivables premium and finance receivables in nonaccrual status.

Other income
consists of the following (in thousands):



|                                |  |      |        | 
|------------------------------- |  | ---- | ------ | 
|Three Months Ended December 31, |  | 2010 |       
|Leasing income                  |  | $    | 4,418  | 
|Investment income               |  |      | 608    | 
|Late fees and other income      |  |      | 11,798 | 
|                                |  |      |        | 
|                                |  | $    | 16,824 | 
|                                |  |      |        | 

Costs and Expenses

Operating Expenses

Operating expenses were $70.4 million for the three
months ended December 31, 2010. 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 71.7%
of total operating expenses for the three months ended December 31, 2010.

Operating expenses as a percentage of average
finance receivables were 3.2% for the three months ended December 31, 2010.



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Provision for Loan Losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to
absorb probable credit losses inherent in the portfolio of post-acquisition finance receivables. The provision for loan losses recorded for the three months ended December 31, 2010 reflects inherent losses on post-acquisition receivables. The
provision for loan losses was $26.4 million for the three months ended December 31, 2010. As a percentage of average post-acquisition finance receivables, the provision for loan losses was 1.2% for the three months ended December 31, 2010.

Interest Expense

Interest expense was $36.7 million for the three months ended December 31, 2010. As a result of the Merger, items that were being amortized to interest expense such as the discount associated with
the accounting for convertible debt instruments and fees associated with our securitization notes payable and credit facilities were eliminated as part of purchase accounting entries. Interest expense was also affected by $27.1 million in
amortization relating to the finance receivables premium. Average debt outstanding was $7.3 billion for the three months ended December 31, 2010. Our effective rate of interest expense on our debt was 2.0% for the three months ended
December 31, 2010.

Acquisition expenses for the three months ended December 31, 2010, primarily represent advisory,
legal and professional fees and other costs related to the Merger with GM.

Taxes

Our effective income tax rate was 42.3% for the three months ended December 31, 2010.

Other Comprehensive Income

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



|                                        |  |      |       |  
|--------------------------------------- |  | ---- | ----- | -
|Three Months Ended December 31,         |  | 2010 |      
|Unrealized losses on cash flow hedges   |  | $    | (412  | )
|Foreign currency translation adjustment |  |      | 1,819 |  
|Income tax benefit                      |  |      | 151   |  
|                                        |  |      |       |  
|                                        |  | $    | 1,558 |  
|                                        |  |      |       |  

Cash Flow Hedges

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



|                                                    |  |      |      |  
|--------------------------------------------------- |  | ---- | ---- | -
|Three Months Ended December 31,                     |  | 2010 |     
|Unrealized losses related to changes in fair value  |  | $    | (464 | )
|Reclassification of unrealized losses into earnings |  |      | 52   |  
|                                                    |  |      |      |  
|                                                    |  | $    | (412 | )
|                                                    |  |      |      |  

Unrealized losses related to changes in fair value for the three months ended December 31, 2010 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 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 $1.8 million for the three months ended December 31,
2010 were included in other comprehensive income. The translation adjustment gains are due to the increase in



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the value of our Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates.

Three Months Ended September 30, 2010 as compared to Three Months Ended September 30, 2009

Changes in Finance Receivables

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



|                                 |  |      |           |   |      |   |            |  
|-------------------------------- |  | ---- | --------- | - | ---- | - | ---------- | -
|Three Months Ended September 30, |  | 2010 |           |   | 2009 |  
|Balance at beginning of period   |  | $    | 8,733,518 |   |      | $ | 10,927,969 |  
|Loans purchased                  |  |      | 959,004   |   |      |   | 229,073    |  
|Charge-offs                      |  |      | (217,520  | ) |      |   | (379,562   | )
|Principal collections and other  |  |      | (799,427  | ) |      |   | (756,447   | )
|                                 |  |      |           |   |      |   |            |  
|Balance at end of period         |  | $    | 8,675,575 |   |      | $ | 10,021,033 |  
|                                 |  |      |           |   |      |   |            |  
|Average finance receivables      |  | $    | 8,718,310 |   |      | $ | 10,482,453 |  
|                                 |  |      |           |   |      |   |            |  

The increase in loans purchased during the three months ended September 30, 2010, as compared to the
three months ended September 30, 2009, was primarily due to our establishing higher loan origination goals as a result of improved access to the securitization markets, improving portfolio credit trends and a stable economic environment. The
decrease in liquidations and other resulted primarily from reduced average finance receivables.

The average new loan size
increased to $19,065 for the three months ended September 30, 2010, from $16,331 for the three months ended September 30, 2009 resulting from an increase in new car loans financed under the GM subvention program initiated in September
2009. The average annual percentage rate for finance receivables purchased during the three months ended September 30, 2010, decreased to 15.8% from 19.1% during the three months ended September 30, 2009 as a result of lower costs of funds
passed through in the form of lower rates as well as lower rates on loans originated under the GM subvention program.

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 income is as follows (in thousands):



|                                 |  |      |         |   |      |   |          |  
|-------------------------------- |  | ---- | ------- | - | ---- | - | -------- | -
|Three Months Ended September 30, |  | 2010 |         |   | 2009 |  
|Finance charge income            |  | $    | 342,349 |   |      | $ | 389,796  |  
|Other income                     |  |      | 30,275  |   |      |   | 23,488   |  
|Interest expense                 |  |      | (89,364 | ) |      |   | (130,148 | )
|                                 |  |      |         |   |      |   |          |  
|Net margin                       |  | $    | 283,260 |   |      | $ | 283,136  |  
|                                 |  |      |         |   |      |   |          |  

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



|                                                          |  |      |      |   |      |  |      |  
|--------------------------------------------------------- |  | ---- | ---- | - | ---- |  | ---- | -
|Three Months Ended September 30,                          |  | 2010 |      |   | 2009 | 
|Finance charge income                                     |  |      | 15.6 | % |      |  | 14.7 | %
|Other income                                              |  |      | 1.4  |   |      |  | 0.9  |  
|Interest expense                                          |  |      | (4.1 | ) |      |  | (4.9 | )
|                                                          |  |      |      |   |      |  |      |  
|Net margin as a percentage of average finance receivables |  |      | 12.9 | % |      |  | 10.7 | %
|                                                          |  |      |      |   |      |  |      |  



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The increase in net margin as a percentage of average finance receivables for the three
months ended September 30, 2010, as compared to the three months ended September 30, 2009, was mainly due to higher annual percentage rates for finance receivables purchased in calendar year 2008 and 2009, reduced interest costs as a
result of declining leverage and lower interest rates on securitizations completed in fiscal 2010 and the three months ended September 30, 2010.

Revenue

Finance charge income decreased by 12.2% to $342.3 million for the
three months ended September 30, 2010, from $389.8 million for the three months ended September 30, 2009, primarily due to the 16.8% decrease in average finance receivables. The effective yield on our finance receivables increased to 15.6%
for the three months ended September 30, 2010, from 14.7% for the three months ended September 30, 2009. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance
receivables.

Other income consists of the following (in thousands):



|                                 |  |      |        |  |      |   |        | 
|-------------------------------- |  | ---- | ------ |  | ---- | - | ------ | 
|Three Months Ended September 30, |  | 2010 |        |  | 2009 |  
|Leasing income                   |  | $    | 15,888 |  |      | $ | 11,458 | 
|Investment income                |  |      | 700    |  |      |   | 984    | 
|Late fees and other income       |  |      | 13,687 |  |      |   | 11,046 | 
|                                 |  |      |        |  |      |   |        | 
|                                 |  | $    | 30,275 |  |      | $ | 23,488 | 
|                                 |  |      |        |  |      |   |        | 

For the three months ended September 30, 2010 leasing income increased, despite a decline in
outstanding leases, as a result of a gain of $8.3 million on the disposition of leased vehicles upon lease termination.

Costs and Expenses

Operating Expenses

Operating expenses were $68.9 million for the three months ended September 30, 2010 and 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 75.5% and 70.1% of total operating expenses for the three months ended September 30, 2010 and 2009, respectively.

Operating expenses as an annualized percentage of average finance receivables were 3.1% for the three months ended September 30,
2010 as compared to 2.6% for the three months ended September 30, 2009. The increase in operating expenses as an annualized percentage of average finance receivables primarily resulted from the impact of a decreasing portfolio on our fixed cost
base and higher loan origination staffing to support increased origination levels.

Provision for Loan losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management
considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the three months ended September 30, 2010 and 2009 reflects inherent losses on receivables
originated during those quarters and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses decreased to $74.6 million for the three months ended September 30, 2010, from $158.0
million for the three months ended September 30, 2009, as a result of favorable credit performance of loans originated since early calendar 2008, stabilization of economic conditions and improved recovery rates on repossessed collateral. As an
annualized percentage of average finance receivables, the provision for loan losses was 3.4% and 6.0% for the three months ended September 30, 2010 and 2009, respectively.



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Interest Expense

Interest expense decreased to $89.4 million for the three months ended September 30, 2010, from $130.1 million for the three months
ended September 30, 2009. Average debt outstanding was $7.0 billion and $9.2 billion for the three months ended September 30, 2010 and 2009, respectively. Our effective rate of interest on our debt decreased to 5.1% for the three months
ended September 30, 2010, compared to 5.6% for the three months ended September 30, 2009, due to lower interest rates on securitizations completed in fiscal 2010 and the three months ended September 30, 2010.

Acquisition expenses for the three months ended September 30, 2010, primarily represent change of control payments to our executive
officers, advisory, legal and professional fees and other costs related to the Merger with GM.

Taxes

Our effective income tax rate was 43.4% and 44.3% for the three months ended September 30, 2010 and 2009, respectively. The
September 30, 2010 effective tax rate was negatively impacted primarily by the nondeductibility of certain payments to our executive officers related to the Merger with GM. The September 30, 2009 effective tax rate was negatively impacted
primarily by state income tax rates and adjustments to state deferred tax assets and liabilities.

Other Comprehensive Income

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



|                                         |  |      |        |   |      |   |        |  
|---------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|Three Months Ended September 30,         |  | 2010 |        |   | 2009 |  
|Unrealized gains on cash flow hedges     |  | $    | 6,255  |   |      | $ | 7,411  |  
|Canadian currency translation adjustment |  |      | 2,055  |   |      |   | 6,924  |  
|Income tax provision                     |  |      | (3,027 | ) |      |   | (5,176 | )
|                                         |  |      |        |   |      |   |        |  
|                                         |  | $    | 5,283  |   |      | $ | 9,159  |  
|                                         |  |      |        |   |      |   |        |  

Cash Flow Hedges

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



|                                                        |  |      |        |   |      |   |         |  
|------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | -
|Three Months Ended September 30,                        |  | 2010 |        |   | 2009 |  
|Unrealized losses related to changes in fair value      |  | $    | (8,218 | ) |      | $ | (15,833 | )
|Reclassification of net unrealized losses into earnings |  |      | 14,473 |   |      |   | 23,244  |  
|                                                        |  |      |        |   |      |   |         |  
|                                                        |  | $    | 6,255  |   |      | $ | 7,411   |  
|                                                        |  |      |        |   |      |   |         |  

Unrealized losses related to changes in fair value for the three months ended September 30, 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 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 $2.1 million and $6.9 million for the three months ended
September 30, 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 September 30, 2010 and 2009.



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Year Ended June 30, 2010 as compared to Year Ended June 30, 2009 
Predecessor

Changes in Finance Receivables

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



|                                |  |      |            |   |      |   |            |  
|------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|Years Ended June 30,            |  | 2010 |            |   | 2009 |  
|Balance at beginning of period  |  | $    | 10,927,969 |   |      | $ | 14,981,412 |  
|Loans purchased                 |  |      | 2,137,620  |   |      |   | 1,285,091  |  
|Charge-offs                     |  |      | (1,249,298 | ) |      |   | (1,659,099 | )
|Principal collections and other |  |      | (3,082,773 | ) |      |   | (3,679,435 | )
|                                |  |      |            |   |      |   |            |  
|Balance at end of period        |  | $    | 8,733,518  |   |      | $ | 10,927,969 |  
|                                |  |      |            |   |      |   |            |  
|Average finance receivables     |  | $    | 9,495,125  |   |      | $ | 13,001,773 |  
|                                |  |      |            |   |      |   |            |  

The increase in loans purchased during fiscal 2010 as compared to fiscal 2009 was primarily due to our
establishing higher loan origination goals as a result of improved access to the securitization markets. Loan production targets 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 increased to $18,209 for fiscal 2010
from $17,507 for fiscal 2009. The average annual percentage rate for finance receivables purchased during fiscal 2010 was 17.0% for both fiscal 2010 and fiscal 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 derived from the consolidated statements of operations and comprehensive operations is as follows (in thousands):



|                      |  |      |           |   |      |   |           |  
|--------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|Years Ended June 30,  |  | 2010 |           |   | 2009 |  
|Finance charge income |  | $    | 1,431,319 |   |      | $ | 1,902,684 |  
|Other income          |  |      | 91,215    |   |      |   | 116,488   |  
|Interest expense      |  |      | (457,222  | ) |      |   | (726,560  | )
|                      |  |      |           |   |      |   |           |  
|Net margin            |  | $    | 1,065,312 |   |      | $ | 1,292,612 |  
|                      |  |      |           |   |      |   |           |  

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



|                                                          |  |      |      |   |      |  |      |  
|--------------------------------------------------------- |  | ---- | ---- | - | ---- |  | ---- | -
|Years Ended June 30,                                      |  | 2010 |      |   | 2009 | 
|Finance charge income                                     |  |      | 15.1 | % |      |  | 14.6 | %
|Other income                                              |  |      | 0.9  |   |      |  | 0.9  |  
|Interest expense                                          |  |      | (4.8 | ) |      |  | (5.6 | )
|                                                          |  |      |      |   |      |  |      |  
|Net margin as a percentage of average finance receivables |  |      | 11.2 | % |      |  | 9.9  | %
|                                                          |  |      |      |   |      |  |      |  

The increase in net margin as a percentage of average finance receivables for fiscal 2010, as compared to
fiscal 2009, was mainly due to higher annual percentage rates for finance receivables purchased since mid calendar year 2008, reduced interest costs as a result of declining leverage and lower interest rates on securitizations completed in fiscal
2010. Interest expense in fiscal 2009 was also adversely impacted by warrant costs and commitment fees associated with a forward purchase agreement that terminated in fiscal 2009.



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Revenue

Finance charge income decreased by 24.8% to $1,431.3 million for fiscal 2010 from $1,902.7 million for fiscal 2009, primarily due to the decrease in average finance receivables. The effective yield on our
finance receivables increased to 15.1% for fiscal 2010 from 14.6% for fiscal 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 auto finance contracts due to finance receivables in nonaccrual status.

Other income consists of the
following (in thousands):



|                           |  |      |        |  |      |   |         | 
|-------------------------- |  | ---- | ------ |  | ---- | - | ------- | 
|Years Ended June 30,       |  | 2010 |        |  | 2009 |  
|Leasing income             |  | $    | 44,316 |  |      | $ | 47,073  | 
|Investment income          |  |      | 2,989  |  |      |   | 16,295  | 
|Late fees and other income |  |      | 43,910 |  |      |   | 53,120  | 
|                           |  |      |        |  |      |   |         | 
|                           |  | $    | 91,215 |  |      | $ | 116,488 | 
|                           |  |      |        |  |      |   |         | 

Investment income decreased as a result of lower invested cash balances combined with lower market interest
rates. Late fees and other income decreased as a result of the reduction in average finance receivables.

During fiscal 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 resulted in a gain on retirement of debt of $0.3 million. Gain on retirement of debt for
fiscal 2009 was $48.2 million. In fiscal 2009, we repurchased on the open market $60.0 million par value of our convertible senior notes due in 2013 at an average price of 44.1% of the principal amount, $200.0 million par value of our convertible
senior notes due in 2023 at an average price of 99.5% of the principal amount, and $28.0 million par value of our convertible senior notes due in 2011 at an average price of 44.2% of the principal amount. In connection with these repurchases, we
recorded a gain on retirement of debt of $33.5 million. 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 recognized a gain of $14.7 million, net of transaction costs, on retirement of debt in the exchange. Fairholme and its affiliates held approximately 19.8% of our
outstanding common stock prior to the issuance of the shares described above.

Costs and Expenses

Operating Expenses

Operating expenses decreased to $288.8 million for fiscal 2010 from $308.8 million for fiscal 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 74.2% and 72.8% of total operating expenses for fiscal 2010 and 2009, respectively.

Operating expenses as a percentage of average finance receivables increased to 3.0% for fiscal 2010, as compared to 2.4% for fiscal 2009.
The increase in operating expenses as a percentage of average finance receivables primarily resulted from the impact of a decreasing portfolio on our fixed cost base and higher loan origination staffing to support increased origination levels.

Provision for Loan Losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance
receivables. The provision for loan losses recorded for fiscal 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 $388.1 million for fiscal 2010 from $972.4 million for fiscal 2009 as a



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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 a
percentage of average finance receivables, the provision for loan losses was 4.1% and 7.5% for fiscal 2010 and 2009, respectively.

Interest Expense

Interest expense decreased to $457.2 million for fiscal
2010 from $726.6 million for fiscal 2009. Average debt outstanding was $8.0 billion and $11.8 billion for fiscal 2010 and 2009, respectively. Our effective rate of interest paid on our debt decreased to 5.7% for fiscal 2010 compared to 6.2% for
fiscal 2009, due to lower interest on securitizations completed in fiscal 2010. Interest expense in fiscal 2009 was also adversely impacted by warrant costs and commitment fees associated with a forward purchase agreement that terminated in fiscal
2009.

Taxes

Our effective income tax rate was 37.6% for fiscal 2010. The fiscal 2009 effective tax rate was not meaningful due to the low absolute level of the loss before income taxes.

Other Comprehensive Income (Loss)

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



|                                              |  |      |         |   |      |   |         |  
|--------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|Years Ended June 30,                          |  | 2010 |         |   | 2009 |  
|Unrealized gains (losses) on cash flow hedges |  | $    | 43,306  |   |      | $ | (26,871 | )
|Foreign currency translation adjustment       |  |      | 8,230   |   |      |   | 750     |  
|Income tax (provision) benefit                |  |      | (18,567 | ) |      |   | 11,426  |  
|                                              |  |      |         |   |      |   |         |  
|                                              |  | $    | 32,969  |   |      | $ | (14,695 | )
|                                              |  |      |         |   |      |   |         |  

Cash Flow Hedges

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



|                                                    |  |      |         |   |      |   |          |  
|--------------------------------------------------- |  | ---- | ------- | - | ---- | - | -------- | -
|Years Ended June 30,                                |  | 2010 |         |   | 2009 |  
|Unrealized losses related to changes in fair value  |  | $    | (36,761 | ) |      | $ | (109,115 | )
|Reclassification of unrealized losses into earnings |  |      | 80,067  |   |      |   | 82,244   |  
|                                                    |  |      |         |   |      |   |          |  
|                                                    |  | $    | 43,306  |   |      | $ | (26,871  | )
|                                                    |  |      |         |   |      |   |          |  

Unrealized losses related to changes in fair value for fiscal 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 changed in fiscal 2010 and 2009 because of significant declines in forward interest rates.

Unrealized gains (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 $8.2 million and $0.7 million for fiscal 2010 and 2009,
respectively, were included in other comprehensive loss. The translation adjustment gains are due to the increase in the value of our Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates.



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##### Table of Contents

Year Ended June 30, 2009 as compared to Year Ended June 30, 2008 
Predecessor

Changes in Finance Receivables

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



|                                           |  |      |            |   |      |   |            |  
|------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------- | -
|Years Ended June 30,                       |  | 2009 |            |   | 2008 |  
|Balance at beginning of period             |  | $    | 14,981,412 |   |      | $ | 15,922,458 |  
|Loans purchased                            |  |      | 1,285,091  |   |      |   | 6,075,412  |  
|Loans repurchased from gain on sale Trusts |  |      |            |   |      |   | 18,401     |  
|Charge-offs                                |  |      | (1,659,099 | ) |      |   | (1,670,353 | )
|Principal collections and other            |  |      | (3,679,435 | ) |      |   | (5,364,506 | )
|                                           |  |      |            |   |      |   |            |  
|Balance at end of period                   |  | $    | 10,927,969 |   |      | $ | 14,981,412 |  
|                                           |  |      |            |   |      |   |            |  
|Average finance receivables                |  | $    | 13,001,773 |   |      | $ | 16,059,129 |  
|                                           |  |      |            |   |      |   |            |  

The decrease in loans purchased during fiscal 2009 as compared to fiscal 2008 was primarily due to
significantly reduced loan origination targets in order to preserve capital and liquidity in fiscal 2009. The decrease in liquidations and other resulted primarily from reduced average finance receivables.

The average new loan size decreased to $17,507 for fiscal 2009 from $19,093 for fiscal 2008 primarily as a result of limiting
loan-to-value ratios on new loan originations. The average annual percentage rate for finance receivables purchased during fiscal 2009 increased to 17.0 % from 15.4% during fiscal 2008 due to increased pricing on new loan originations
necessitated by higher funding costs.

Net Margin

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

Our net margin as derived from the consolidated statements of operations and comprehensive operations is as follows (in
thousands):



|                      |  |      |           |   |      |   |           |  
|--------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|Years Ended June 30,  |  | 2009 |           |   | 2008 |  
|Finance charge income |  | $    | 1,902,684 |   |      | $ | 2,382,484 |  
|Other income          |  |      | 116,488   |   |      |   | 160,598   |  
|Interest expense      |  |      | (726,560  | ) |      |   | (858,874  | )
|                      |  |      |           |   |      |   |           |  
|Net margin            |  | $    | 1,292,612 |   |      | $ | 1,684,208 |  
|                      |  |      |           |   |      |   |           |  

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



|                                                          |  |      |      |   |      |  |      |  
|--------------------------------------------------------- |  | ---- | ---- | - | ---- |  | ---- | -
|Years Ended June 30,                                      |  | 2009 |      |   | 2008 | 
|Finance charge income                                     |  |      | 14.6 | % |      |  | 14.8 | %
|Other income                                              |  |      | 0.9  |   |      |  | 1.0  |  
|Interest expense                                          |  |      | (5.6 | ) |      |  | (5.3 | )
|                                                          |  |      |      |   |      |  |      |  
|Net margin as a percentage of average finance receivables |  |      | 9.9  | % |      |  | 10.5 | %
|                                                          |  |      |      |   |      |  |      |  

The decrease in net margin for fiscal 2009, as compared to fiscal 2008, was the result of a lower effective
yield on the portfolio due to higher delinquency levels in fiscal 2009 and an increase in funding costs primarily from the warrant costs and commitment fees related to a forward purchase agreement terminated in fiscal 2009.



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Revenue

Finance charge income decreased by 20.1% to $1,902.7 million for fiscal 2009 from $2,382.5 million for fiscal 2008, primarily due to the decrease in average finance receivables. The effective yield on our
finance receivables decreased to 14.6% for fiscal 2009 from 14.8% for fiscal 2008. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the
contractual rates of our auto finance contracts due to finance receivables in nonaccrual status.

Other income consists of the
following (in thousands):



|                           |  |      |         |  |      |   |         | 
|-------------------------- |  | ---- | ------- |  | ---- | - | ------- | 
|Years Ended June 30,       |  | 2009 |         |  | 2008 |  
|Investment income          |  | $    | 16,295  |  |      | $ | 56,769  | 
|Leasing income             |  |      | 47,073  |  |      |   | 40,679  | 
|Late fees and other income |  |      | 53,120  |  |      |   | 63,150  | 
|                           |  |      |         |  |      |   |         | 
|                           |  | $    | 116,488 |  |      | $ | 160,598 | 
|                           |  |      |         |  |      |   |         | 

Investment income decreased as a result of lower invested cash balances combined with lower market interest
rates. Late fees and other income decreased as a result of the reduction in average finance receivables.

Gain on retirement
of debt for fiscal 2009 was $48.2 million. We repurchased on the open market, $60.0 million par value of our convertible senior notes due in 2013 at an average price of 44.1% of the principal amount, $200.0 million par value of our convertible
senior notes due in 2023 at an average price of 99.5% of the principal amount, and $28.0 million par value of our convertible senior notes due in 2011 at an average price of 44.2% of the principal amount. In connection with these repurchases, we
recorded a gain on retirement of debt of $33.5 million. We also issued 15,122,670 shares of our common stock to Fairholme in a non-cash transaction, in exchange for $108.4 million of our senior notes due 2015, held by Fairholme, at a price of $840
per $1,000 principal amount of the notes. We recognized a gain of $14.7 million, net of transaction costs, on retirement of debt in the exchange. Fairholme and its affiliates held approximately 19.8% of our outstanding common stock prior to the
issuance of the shares described above.

Costs and Expenses

Operating Expenses

Operating expenses decreased to $308.8 million for
fiscal 2009 from $397.8 million for fiscal 2008, as a result of cost savings from implementation of plans to reduce loan origination levels and related staffing and administrative support. Our operating expenses are predominately related to
personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 72.8% and 79.4% of total operating expenses for fiscal 2009 and 2008, respectively.

Operating expenses as a percentage of average finance receivables were 2.4% for fiscal 2009, as compared to 2.5% for fiscal 2008.

Provision for Loan Losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance
receivables. The provision for loan losses recorded for fiscal 2009 and 2008 reflects inherent losses on receivables originated during those periods and changes in the amount of inherent losses on receivables originated in prior periods. The
provision for loan losses decreased to $972.4 million for fiscal 2009 from $1,131.0 million for fiscal 2008 as a result of a lower level of receivables originated during fiscal 2009 and the improved credit profile of loans originated since early
calendar year 2008, partially offset by higher expected future losses due to weaker economic conditions. As a percentage of average finance receivables, the provision for loan losses was 7.5% and 7.0% for fiscal 2009 and 2008, respectively.



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Interest Expense

Interest expense decreased to $726.6 million for fiscal 2009 from $858.9 million for fiscal 2008. Average debt outstanding was $11.8
billion and $15.1 billion for fiscal 2009 and 2008, respectively. Our effective rate of interest paid on our debt increased to 6.2% for fiscal 2009 compared to 5.7% for fiscal 2008, due to warrant costs and commitment fees associated with a forward
purchase agreement that was terminated in fiscal 2009.

Taxes

The fiscal 2009 effective tax rate was not meaningful due to the low absolute level of the loss before income taxes. The fiscal 2008
effective tax rate was impacted by the effect of no longer being permanently reinvested with respect to our Canadian subsidiaries, an impairment of non-deductible goodwill, adjustment of uncertain tax positions, and revision of deferred tax assets
and liabilities.

Other Comprehensive Loss

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



|                                               |  |      |         |   |      |   |         |  
|---------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|Years Ended June 30,                           |  | 2009 |         |   | 2008 |  
|Unrealized losses on cash flow hedges          |  | $    | (26,871 | ) |      | $ | (84,404 | )
|Foreign currency translation adjustment        |  |      | 750     |   |      |   | 5,855   |  
|Unrealized losses on credit enhancement assets |  |      |         |   |      |   | (232    | )
|Income tax benefit                             |  |      | 11,426  |   |      |   | 26,683  |  
|                                               |  |      |         |   |      |   |         |  
|                                               |  | $    | (14,695 | ) |      | $ | (52,098 | )
|                                               |  |      |         |   |      |   |         |  

Cash Flow Hedges

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



|                                                    |  |      |          |   |      |   |          |  
|--------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | -
|Years Ended June 30,                                |  | 2009 |          |   | 2008 |  
|Unrealized losses related to changes in fair value  |  | $    | (109,115 | ) |      | $ | (109,039 | )
|Reclassification of unrealized losses into earnings |  |      | 82,244   |   |      |   | 24,635   |  
|                                                    |  |      |          |   |      |   |          |  
|                                                    |  | $    | (26,871  | ) |      | $ | (84,404  | )
|                                                    |  |      |          |   |      |   |          |  

Unrealized losses related to changes in fair value for fiscal 2009 and 2008, were due to changes in the fair
value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements changed in fiscal 2009 and 2008 because of significant declines in forward interest rates.

Unrealized 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 $0.7 million and $5.9 million for fiscal 2009 and 2008,
respectively, were included in other comprehensive loss. The translation adjustment gains are due to the increase in the value of our Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates.



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##### Table of Contents

CREDIT QUALITY

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

The following table presents certain data related to the receivables portfolio (dollars in thousands):



|                                                                                          |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|----------------------------------------------------------------------------------------- |  | ---------------- | --------- | - |  |  |  | ------------ |  | - | ------------ | - |  | - | ---------- | -
|                                                                                          |  | Successor        |           |   |  |  |  | Predecessor  | 
|                                                                                          |  | December 31,2010 |           |   |  |  |  | June 30,2010 |  |   | June 30,2009 |  
|Principal amount of receivables, at acquisition date and prior years, net of fees         |  | $                | 7,724,188 |   |  |  |  |              |  | $ | 8,733,518    |   |  | $ | 10,927,969 |  
|Finance receivables premium                                                               |  |                  | 423,556   |   |  |  |  |              |  |   |              |   |  |   |            |  
|Non-accretable discount                                                                   |  |                  | (847,781  | ) |  |  |  |              |  |   |              |   |  |   |            |  
|Principal amount of receivables, purchased subsequent to acquisition date, net of fees    |  |                  | 923,713   |   |  |  |  |              |  |   |              |   |  |   |            |  
|Allowance for loan losses                                                                 |  |                  | (26,352   | ) |  |  |  |              |  |   | (573,310     | ) |  |   | (890,640   | )
|                                                                                          |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|Receivables, net                                                                          |  | $                | 8,197,324 |   |  |  |  |              |  | $ | 8,160,208    |   |  | $ | 10,037,329 |  
|                                                                                          |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|Number of outstanding contracts                                                           |  |                  | 757,148   |   |  |  |  |              |  |   | 776,377      |   |  |   | 895,708    |  
|                                                                                          |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|Average carrying amount of outstanding contract (in dollars)                              |  | $                | 11,422    |   |  |  |  |              |  | $ | 11,249       |   |  | $ | 12,200     |  
|                                                                                          |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|Allowance for loan losses as a percentage of post-acquisition and predecessor receivables |  |                  | 2.9       | % |  |  |  |              |  |   | 6.6          | % |  |   | 8.2        | %
|                                                                                          |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|Non-accretable discount as a percentage of pre-acquisition receivables                    |  |                  | 11.0      | % |  |  |  |              |  |   |              |   |  |   |            |  
|                                                                                          |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  

The allowance for loan losses as a percentage of receivables for the three month period ended
December 31, 2010 of 2.9% is not comparable to fiscal 2010 and 2009, respectively, because of the implementation of purchase accounting as a result of the Merger. Similarly, the non-accretable discount as a percentage of receivables is not
comparable to the allowance for loan losses for periods prior to the Merger. The allowance for loan losses as a percentage of receivables decreased to 6.6% as of June 30, 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):



|                      |  |                  |         |  |         |  |     |              |  |  |              |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  
|--------------------- |  | ---------------- | ------- |  | ------- |  | --- | ------------ |  |  | ------------ |  |  | ------- | ------- |  | ------ |  | --- | ------- |  | - | --------- |  |  |  | ---- | -
|                      |  | Successor        |         |  |         |  |     | Predecessor  | 
|                      |  | December 31,2010 |         |  |         |  |     | June 30,2010 |  |  | June 30,2009 | 
|                      |  | Amount           |         |  | Percent |  |     |              |  |  | Amount       |  |  | Percent |         |  | Amount |  |     | Percent | 
|Delinquent contracts: |  |                  |         |  |         |  |     |              |  |  |              |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  
|31 to 60 days         |  |                  | 535,263 |  |         |  | 6.2 | %            |  |  |              |  |  | $       | 542,655 |  |        |  | 6.2 | %       |  | $ | 753,086   |  |  |  | 6.9  | %
|Greater-than-60 days  |  |                  | 211,588 |  |         |  | 2.4 |              |  |  |              |  |  |         | 230,780 |  |        |  | 2.7 |         |  |   | 383,245   |  |  |  | 3.5  |  
|                      |  |                  |         |  |         |  |     |              |  |  |              |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  
|                      |  |                  | 746,851 |  |         |  | 8.6 |              |  |  |              |  |  |         | 773,435 |  |        |  | 8.9 |         |  |   | 1,136,331 |  |  |  | 10.4 |  
|In repossession       |  |                  | 28,076  |  |         |  | 0.3 |              |  |  |              |  |  |         | 31,457  |  |        |  | 0.4 |         |  |   | 49,280    |  |  |  | 0.5  |  
|                      |  |                  |         |  |         |  |     |              |  |  |              |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  
|                      |  |                  | 774,927 |  |         |  | 8.9 | %            |  |  |              |  |  | $       | 804,892 |  |        |  | 9.3 | %       |  | $ | 1,185,611 |  |  |  | 10.9 | %
|                      |  |                  |         |  |         |  |     |              |  |  |              |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  



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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 may vary from period to period based upon the average age or seasoning of the portfolio, seasonality within the calendar year and economic factors. Due to our target
customer base, a relatively high percentage of accounts become delinquent at some point in the life of a loan and there is a high rate of account movement between current and delinquent status in the portfolio.

Delinquencies in finance receivables have generally trended downward since fiscal 2009 as a result of the favorable credit performance of
loans originated since early calendar year 2008 and stabilization of economic conditions. Delinquencies at December 31 tend to be seasonally higher than delinquencies at June 30.

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, which policies and guidelines have not changed materially in several years, 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 cleared through a deferment transaction, which may include installment payments, is
classified as current at the time the deferment is granted and therefore is not included as a delinquent account. Thereafter, such account is aged based on the timely payment of future installments in the same manner as any other account.

Contracts receiving a payment deferral as an average quarterly percentage of average receivables outstanding were 6.2%, 6.1%,
7.3%, 7.8% and 6.3% for the three months ended December 31, 2010, the three months ended September 30, 2010, and for fiscal 2010, 2009 and 2008, respectively. Deferment levels have generally trended down since fiscal 2009 as a result of
the stabilization of economic conditions.

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



|                     |  |                  |       |   |  |  |  |              |  |  |              |   |  |  |       |  
|-------------------- |  | ---------------- | ----- | - |  |  |  | ------------ |  |  | ------------ | - |  |  | ----- | -
|                     |  | Successor        |       |   |  |  |  | Predecessor  | 
|                     |  | December 31,2010 |       |   |  |  |  | June 30,2010 |  |  | June 30,2009 |  
|Never deferred       |  |                  | 71.9  | % |  |  |  |              |  |  | 67.8         | % |  |  | 66.9  | %
|                     |  |                  |       |  
|Deferred:            |  |                  |       |   |  |  |  |              |  |  |              |   |  |  |       |  
|1-2 times            |  |                  | 18.5  |   |  |  |  |              |  |  | 22.4         |   |  |  | 26.0  |  
|3-4 times            |  |                  | 9.5   |   |  |  |  |              |  |  | 9.7          |   |  |  | 7.0   |  
|Greater than 4 times |  |                  | 0.1   |   |  |  |  |              |  |  | 0.1          |   |  |  | 0.1   |  
|                     |  |                  |       |   |  |  |  |              |  |  |              |   |  |  |       |  
|Total deferred       |  |                  | 28.1  |   |  |  |  |              |  |  | 32.2         |   |  |  | 33.1  |  
|                     |  |                  |       |   |  |  |  |              |  |  |              |   |  |  |       |  
|Total                |  |                  | 100.0 | % |  |  |  |              |  |  | 100.0        | % |  |  | 100.0 | %
|                     |  |                  |       |   |  |  |  |              |  |  |              |   |  |  |       |  

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



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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):



|                                                                   |  |                                                   |          |   |      |  |  |                                                 |  |   |                      |   |  |   |           |   |  |   |           |   |  |   |           |  
|------------------------------------------------------------------ |  | ------------------------------------------------- | -------- | - | ---- |  |  | ----------------------------------------------- |  | - | -------------------- | - |  | - | --------- | - |  | - | --------- | - |  | - | --------- | -
|                                                                   |  | Successor                                         |          |   |      |  |  | Predecessor                                     | 
|                                                                   |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |          |   |      |  |  | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |   | Years Ended June 30, |  
|                                                                   |  |                                                   |          |   | 2010 |  |  | 2009                                            |  |   | 2008                 |  
|Finance receivables:                                               |  |                                                   |          |   |      |  |  |                                                 |  |   |                      |   |  |   |           |   |  |   |           |   |  |   |           |  
|Repossession charge-offs                                           |  | $                                                 | 219,665  |   |      |  |  |                                                 |  | $ | 211,426              |   |  | $ | 1,232,318 |   |  | $ | 1,573,006 |   |  | $ | 1,496,713 |  
|Less: Recoveries                                                   |  |                                                   | (100,904 | ) |      |  |  |                                                 |  |   | (98,081              | ) |  |   | (543,910  | ) |  |   | (626,245  | ) |  |   | (670,307  | )
|Mandatory charge-offs(a)                                           |  |                                                   | 1,381    |   |      |  |  |                                                 |  |   | 6,094                |   |  |   | 16,980    |   |  |   | 86,093    |   |  |   | 173,640   |  
|                                                                   |  |                                                   |          |   |      |  |  |                                                 |  |   |                      |   |  |   |           |   |  |   |           |   |  |   |           |  
|Net charge-offs                                                    |  | $                                                 | 120,142  |   |      |  |  |                                                 |  | $ | 119,439              |   |  | $ | 705,388   |   |  | $ | 1,032,854 |   |  | $ | 1,000,046 |  
|                                                                   |  |                                                   |          |   |      |  |  |                                                 |  |   |                      |   |  |   |           |   |  |   |           |   |  |   |           |  
|Net annualized charge-offs as a percentage of average receivables: |  |                                                   | 5.5      | % |      |  |  |                                                 |  |   | 5.4                  | % |  |   | 7.4       | % |  |   | 7.9       | % |  |   | 6.2       | %
|                                                                   |  |                                                   |          |   |      |  |  |                                                 |  |   |                      |   |  |   |           |   |  |   |           |   |  |   |           |  
|Recoveries as a percentage of gross repossession charge-offs:      |  |                                                   | 45.9     | % |      |  |  |                                                 |  |   | 46.4                 | % |  |   | 44.1      | % |  |   | 39.8      | % |  |   | 44.8      | %
|                                                                   |  |                                                   |          |   |      |  |  |                                                 |  |   |                      |   |  |   |           |   |  |   |           |   |  |   |           |  



|(a) | Mandatory charge-offs represent accounts 120 days delinquent that are charged off in full with no recovery amounts realized at time of charge-off net of any
subsequent recoveries 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 a percentage of average receivables outstanding may vary from period to period based upon the average age or seasoning
of the portfolio and economic factors. Net charge-offs have generally trended down since fiscal 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.

LIQUIDITY AND CAPITAL RESOURCES

General

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



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We used cash of $947.3 million, $940.8 million, $2,090.6 million, $1,280.3 million and
$6,260.2 million for the purchase of finance receivables during the three months ended December 31, 2010, the three months ended September 30, 2010, and for fiscal 2010, 2009 and 2008, respectively. Generally, these purchases were funded
initially utilizing cash and borrowings under credit facilities and subsequently funded in securitization transactions.

Liquidity

Our available liquidity consisted of the following (in thousands):



|                                                     |  |                  |         |  |  |  |  |              |  |   |              |  |  |   |         | 
|---------------------------------------------------- |  | ---------------- | ------- |  |  |  |  | ------------ |  | - | ------------ |  |  | - | ------- | 
|                                                     |  | Successor        |         |  |  |  |  | Predecessor  | 
|                                                     |  | December 31,2010 |         |  |  |  |  | June 30,2010 |  |   | June 30,2009 | 
|Cash and cash equivalents                            |  | $                | 194,554 |  |  |  |  |              |  | $ | 282,273      |  |  | $ | 193,287 | 
|Borrowing capacity on unpledged eligible receivables |  |                  | 272,257 |  |  |  |  |              |  |   | 489,552      |  |  |   | 289,424 | 
|Borrowing capacity on GM revolving credit facility   |  |                  | 300,000 |  |  |  |  |              |  |   |              |  |  |   |         | 
|                                                     |  |                  |         |  |  |  |  |              |  |   |              |  |  |   |         | 
|Total                                                |  | $                | 766,811 |  |  |  |  |              |  | $ | 771,825      |  |  | $ | 482,711 | 
|                                                     |  |                  |         |  |  |  |  |              |  |   |              |  |  |   |         | 

Credit Facilities

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

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



|                                 |  |                |         |  |                        |   |       | 
|-------------------------------- |  | -------------- | ------- |  | ---------------------- | - | ----- | 
|Facility Type                    |  | FacilityAmount |         |  | AdvancesOutstanding(e) |  
|Syndicated warehouse facility(a) |  | $              | 1,300.0 |  |                        | $ | 278.0 | 
|GM revolving credit facility(b)  |  |                | 300.0   |  |                        |   |       | 
|Medium term note facility(c)     |  |                |         |  |                        |   | 490.1 | 
|Wachovia funding facilities(d)   |  |                |         |  |                        |   | 63.7  | 
|                                 |  |                |         |  |                        |   |       | 
|                                 |  |                |         |  |                        | $ | 831.8 | 
|                                 |  |                |         |  |                        |   |       | 



|(a) | In May 2012 when the revolving period ends and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the
receivables pledged until May 2013 when the remaining balance will be due and payable.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | On September 30, 2010, we entered into a six month unsecured revolving credit facility with General Motors Holdings LLC.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Advances under the Wachovia funding facilities are currently secured by $65.4 million of asset-backed securities issued in the AmeriCredit Automobile Receivables
Trust (AMCAR) 2008-1 securitization transaction. In accordance with the adoption of new accounting guidance regarding consolidation of VIEs, the Wachovia funding facilities were consolidated effective July 1, 2010. These
facilities are amortizing in accordance with the underlying securitization transaction.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | Advances outstanding include $2.4 million of purchase accounting adjustments that are being amortized to interest expense over the life of the debt.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



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The amount of borrowings and the weighted average interest rate on those borrowings on the
syndicated warehouse facility at December 31, 2010 was $278.0 million and 2.67%, respectively. The average amount of borrowings and the weighted average interest rate on the borrowings on the syndicated facility for the three months ended
December 31, 2010 was $86.5 million and 2.67%, respectively. The maximum daily amount outstanding on the syndicated warehouse facility was $278.0 during the three months ended December 31, 2010.

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain of our
facilities. Additionally, our credit facilities, other than the GM revolving credit facility, contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios,
and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders
could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements or, with respect to the syndicated warehouse facility, restrict our
ability to obtain additional borrowings. As of December 31, 2010, we were in compliance with all covenants in our credit facilities.

On January 31, 2011, we entered into a $600 million warehouse leasing facility.

On February 17, 2011, we extended the maturity date of the syndicated warehouse facility to May 2012 and increased the borrowing capacity to $2.0 billion from $1.3 billion.

Senior Notes

In June 2007, we issued $200.0 million of senior notes, which are uncollateralized, due in June 2015. Interest on the senior notes is payable semiannually at a rate of 8.5%. The notes will be redeemable,
at our option, in whole or in part, at any time on or after July 1, 2011, at specific redemption prices.

In
November 2008, we entered into a purchase agreement with Fairholme under which Fairholme purchased $123.2 million of asset-backed securities, consisting of $50.6 million of Class B Notes and $72.6 million of Class C Notes in the AMCAR 2008-2
transaction. We also issued 15,122,670 shares of our common stock to Fairholme, in a non-cash transaction, in exchange for $108.4 million of our senior notes due 2015, held by Fairholme, at a price of $840 per $1,000 principal amount of the notes.
We recognized a gain of $14.7 million, net of transaction costs, on retirement of debt in the exchange. Fairholme and its affiliates held approximately 19.8% of our outstanding common stock prior to the issuance of the shares described above.

In March 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 resulted in a gain on retirement of debt of $0.3 million.

As a result of
the Merger, the holders of the senior notes had the right to require us to repurchase some or all of their notes as provided in the indenture for such notes. The repurchase date for any notes tendered to us pursuant to procedures previously
delivered to holders of the notes was December 3, 2010. The repurchase price was 101% of the principal amount of the notes plus accrued interest. Accordingly, during the three months ended December 31, 2010, we repurchased $2.2 million of
the senior notes.

Convertible Senior Notes

In September 2006, we issued $550.0 million of convertible senior notes of which $275.0 million are due in 2011, bearing interest at a rate of 0.75% per annum, and $275.0 million are due in 2013,
bearing interest at a rate of 2.125% per annum. Interest on the notes is payable semiannually. Subject to certain conditions, the notes, which are uncollateralized, were convertible prior to maturity into shares of our common stock at an
initial conversion price of $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. Upon conversion, the conversion value would have been paid in: (i) cash equal to the principal amount of the notes and



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(ii) to the extent the conversion value would have exceeded the principal amount of the notes, shares of our common stock. The notes were convertible only in the following circumstances:
(i) if the closing sale price of our common stock exceeded 130% of the conversion price during specified periods set forth in the indentures under which the notes were issued, (ii) if the average trading price per $1,000 principal amount
of the notes was less than or equal to 98% of the average conversion value of the notes during specified periods set forth in the indentures under which the notes were issued or (iii) upon the occurrence of specific corporate transactions set
forth in the indentures under which the notes were issued. At June 30, 2010 and 2009, the if-converted value did not exceed the principal amount of the convertible senior notes.

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

We also sold
warrants to purchase 9,796,408 shares of our common stock at $35.00 per share and 9,012,713 shares of our common stock at $40.00 per share for the notes due in 2011 and 2013, respectively. In no event were we required to deliver a number of shares
in connection with the exercise of these warrants in excess of twice the aggregate number of shares initially issuable upon the exercise of the warrants.

We analyzed the conversion feature, call option and warrant transactions regarding accounting for derivative financial instruments indexed to and potentially settled in a companys own stock and
determined they met the criteria for classification as equity transactions. As a result, both the cost of the call options and the proceeds of the warrants were reflected in additional paid-in capital in the Predecessor consolidated balance sheets,
and we did not recognize subsequent changes in their fair value.

In connection with the Merger, the call options and warrants
were terminated.

As a result of adopting the accounting for convertible debt instruments that may be settled in cash upon
conversion (including partial cash settlement), we accounted for the liability and equity components of the 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 ($91.7 million net of deferred taxes), respectively. As a
result of purchase accounting for the Merger, the debt discount that was being amortized to interest expense based on the effective interest method was eliminated.

During fiscal 2009, we repurchased on the open market $28.0 million par value of our convertible senior notes due in 2011 at an average price of 44.2% of the principal amount of the notes repurchased. We
also repurchased $60.0 million par value of our convertible senior notes due in 2013 at an average price of 44.1% of the principal amount of the notes repurchased. In connection with these repurchases, we recorded a gain on retirement of debt of
$32.7 million.

As a result of the Merger, the holders of the convertible senior notes had the right to require us to
repurchase some or all of their notes as provided in the indentures for such notes. The repurchase date for any notes tendered to us pursuant to procedures previously delivered to holders of the notes was December 10, 2010. The repurchase price
was the principal amount of the notes plus accrued interest. Also, pursuant to the terms of the convertible senior notes indentures a make-whole payment of $0.69 per $1,000 of principal amount of the convertible senior notes due in 2011
and $0.81 per $1,000 of principal amount of the convertible senior notes due in 2013 was made to those who elected to convert as a result of the Merger. Accordingly, during the three months ended December 31, 2010, we repurchased $460.6 million
of convertible senior notes due in 2011 and 2013.



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During fiscal 2009, we repurchased and retired all $200.0 million of our convertible notes
due in November 2023 at an average price equal to 99.5% of the principal amount of the notes redeemed. We recorded a gain on retirement of debt of $0.8 million.

Contractual Obligations

The following table summarizes the expected
scheduled principal and interest payments, where applicable, under our contractual obligations (in thousands):



|                                    |  |      |           |  |      |   |           |      |  |   |         |  |  |      |         |  |            |   |         |       |  |   |        |  |  |   |           | 
|----------------------------------- |  | ---- | --------- |  | ---- | - | --------- | ---- |  | - | ------- |  |  | ---- | ------- |  | ---------- | - | ------- | ----- |  | - | ------ |  |  | - | --------- | 
|Years Ending December 31,           |  | 2011 |           |  | 2012 |   |           | 2013 |  |   | 2014    |  |  | 2015 |         |  | Thereafter |   |         | Total | 
|Operating leases                    |  | $    | 12,683    |  |      | $ | 12,384    |      |  | $ | 12,209  |  |  | $    | 11,974  |  |            | $ | 10,464  |       |  | $ | 27,100 |  |  | $ | 86,814    | 
|Syndicated warehouse facility       |  |      | 278,006   |  |      |   |           |      |  |   |         |  |  |      |         |  |            |   |         |       |  |   |        |  |  |   | 278,006   | 
|Medium term note facility           |  |      | 193,048   |  |      |   | 296,233   |      |  |   |         |  |  |      |         |  |            |   |         |       |  |   |        |  |  |   | 489,281   | 
|Wachovia funding facilities         |  |      | 62,159    |  |      |   |           |      |  |   |         |  |  |      |         |  |            |   |         |       |  |   |        |  |  |   | 62,159    | 
|Securitization notes payable        |  |      | 2,961,378 |  |      |   | 1,702,492 |      |  |   | 659,356 |  |  |      | 423,453 |  |            |   | 274,505 |       |  |   |        |  |  |   | 6,021,184 | 
|Senior notes                        |  |      |           |  |      |   |           |      |  |   |         |  |  |      |         |  |            |   | 68,394  |       |  |   |        |  |  |   | 68,394    | 
|Convertible senior notes            |  |      | 947       |  |      |   |           |      |  |   | 500     |  |  |      |         |  |            |   |         |       |  |   |        |  |  |   | 1,447     | 
|Total expected interest payments(a) |  |      | 175,108   |  |      |   | 94,659    |      |  |   | 51,021  |  |  |      | 27,227  |  |            |   | 12,837  |       |  |   | 580    |  |  |   | 361,432   | 
|                                    |  |      |           |  |      |   |           |      |  |   |         |  |  |      |         |  |            |   |         |       |  |   |        |  |  |   |           | 
|Total                               |  | $    | 3,683,329 |  |      | $ | 2,105,768 |      |  | $ | 723,086 |  |  | $    | 462,654 |  |            | $ | 366,200 |       |  | $ | 27,680 |  |  | $ | 7,368,717 | 
|                                    |  |      |           |  |      |   |           |      |  |   |         |  |  |      |         |  |            |   |         |       |  |   |        |  |  |   |           | 



|(a) | Interest expense is calculated based on London Interbank Offered Rates (LIBOR) plus the respective credit spreads and specified fees associated with the
medium term note facility, the coupon rate for the senior notes and convertible senior notes and a fixed rate of interest for our securitization notes payable. Interest expense on the floating rate tranches of the securitization notes payable is
converted to a fixed rate based on the floating rate plus any expected hedge payments.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We adopted the
provisions of accounting for uncertain tax positions on July 1, 2007. As of December 31, 2010, we had liabilities associated with uncertain tax positions of $155.7 million. The table above does not include these liabilities due to the high
degree of uncertainty regarding the future cash flows associated with these amounts.



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Securitizations

We have completed 73 securitization transactions through December 31, 2010, excluding securitization Trusts entered into by Bay View
Acceptance Corporation (BVAC) and Long Beach Acceptance Corporation (LBAC) prior to their acquisition by us. The proceeds from the transactions were primarily used to repay borrowings outstanding under our credit facilities.

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



|                             |  |      |                |  |                |   |          |                            |  |   |         | 
|---------------------------- |  | ---- | -------------- |  | -------------- | - | -------- | -------------------------- |  | - | ------- | 
|Transaction                  |  | Date |                |  | OriginalAmount |   |          | Balance atDecember 31,2010 | 
|2006-1                       |  |      | March 2006     |  |                | $ | 945.0    |                            |  | $ | 53.5    | 
|2006-R-M                     |  |      | May 2006       |  |                |   | 1,200.0  |                            |  |   | 175.8   | 
|2006-A-F                     |  |      | July 2006      |  |                |   | 1,350.0  |                            |  |   | 144.8   | 
|2006-B-G                     |  |      | September 2006 |  |                |   | 1,200.0  |                            |  |   | 163.5   | 
|2007-A-X                     |  |      | January 2007   |  |                |   | 1,200.0  |                            |  |   | 205.3   | 
|2007-B-F                     |  |      | April 2007     |  |                |   | 1,500.0  |                            |  |   | 307.1   | 
|2007-1                       |  |      | May 2007       |  |                |   | 1,000.0  |                            |  |   | 193.0   | 
|2007-C-M                     |  |      | July 2007      |  |                |   | 1,500.0  |                            |  |   | 369.5   | 
|2007-D-F                     |  |      | September 2007 |  |                |   | 1,000.0  |                            |  |   | 268.5   | 
|2007-2-M                     |  |      | October 2007   |  |                |   | 1,000.0  |                            |  |   | 266.3   | 
|2008-A-F                     |  |      | May 2008       |  |                |   | 750.0    |                            |  |   | 268.5   | 
|2008-1(a)                    |  |      | October 2008   |  |                |   | 500.0    |                            |  |   | 79.3    | 
|2008-2                       |  |      | November 2008  |  |                |   | 500.0    |                            |  |   | 153.3   | 
|2009-1                       |  |      | July 2009      |  |                |   | 725.0    |                            |  |   | 364.5   | 
|2009-1 (APART)               |  |      | October 2009   |  |                |   | 227.5    |                            |  |   | 129.8   | 
|2010-1                       |  |      | February 2010  |  |                |   | 600.0    |                            |  |   | 413.6   | 
|2010-A                       |  |      | March 2010     |  |                |   | 200.0    |                            |  |   | 152.9   | 
|2010-2                       |  |      | May 2010       |  |                |   | 600.0    |                            |  |   | 464.0   | 
|2010-B                       |  |      | August 2010    |  |                |   | 200.0    |                            |  |   | 175.7   | 
|2010-3                       |  |      | September 2010 |  |                |   | 850.0    |                            |  |   | 799.0   | 
|2010-4                       |  |      | November 2010  |  |                |   | 700.0    |                            |  |   | 677.6   | 
|BV2005-LJ-1                  |  |      | February 2005  |  |                |   | 232.1    |                            |  |   | 6.4     | 
|BV2005-LJ-2(b)               |  |      | July 2005      |  |                |   | 185.6    |                            |  |   | 6.7     | 
|BV2005-3                     |  |      | December 2005  |  |                |   | 220.1    |                            |  |   | 14.9    | 
|LB2006-A                     |  |      | May 2006       |  |                |   | 450.0    |                            |  |   | 29.2    | 
|LB2006-B                     |  |      | September 2006 |  |                |   | 500.0    |                            |  |   | 58.3    | 
|LB2007-A                     |  |      | March 2007     |  |                |   | 486.0    |                            |  |   | 80.1    | 
|                             |  |      |                |  |                |   |          |                            |  |   |         | 
|Total active securitizations |  |      |                |  |                | $ | 19,821.3 |                            |  | $ | 6,021.1 | 
|                             |  |      |                |  |                |   |          |                            |  |   |         | 
|Finance receivables premium  |  |      |                |  |                |   |          |                            |  |   | 107.1   | 
|                             |  |      |                |  |                |   |          |                            |  |   |         | 
|                             |  |      |                |  |                |   | $        | 6,128.2                    | 
|                             |  |      |                |  |                |   |          |                            |  |   |         | 



|(a) | Note balance does not include $65.4 million of asset-backed securities pledged to the Wachovia funding facilities, which were consolidated effective July 1,
2010.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Note balance does not include $1.4 million of asset-backed securities repurchased and retained by us.
|--- | -----------------------------------------------------------------------------------------------------

Our securitizations utilize special purpose entities which are also VIEs that meet the requirements to be consolidated in our
financial statements. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheets. 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



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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. Typically, the assets pledged consist of cash deposited to a restricted account and additional receivables
delivered to the Trust, which create overcollateralization. The securitization transactions require the percentage of assets pledged to support the transaction to increase until a specified level is attained. Excess cash flows generated by the
Trusts are added to the restricted cash account or used to pay down outstanding debt in the Trusts, creating overcollateralization until the targeted percentage level of assets has been reached. Once the targeted percentage level of assets is
reached and maintained, excess cash flows generated by the Trusts are released to us as distributions from Trusts. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required
percentage level is reduced. Assets in excess of the required percentage are also released to us as distributions from Trusts.

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 highest rated, asset-backed securities. On February 2, 2011, we closed an $800.0 million senior subordinated securitization transaction, AMCAR 2011-1, that
has initial cash deposit and overcollateralization requirements of 7.75% in order to provide credit enhancement for the asset-backed securities sold, including the double-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 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 August 19, 2010, we closed a $200 million securitization transaction, AMCAR 2010-B, which was insured by Assured
Guaranty Municipal Corp. (Assured), and has initial cash deposit and overcollateralization requirements of 17.0%. The asset-backed securities sold had an underlying rating of single-A without considering the benefit of the financial
guaranty insurance policy. The financial guaranty insurance policies insure the timely payment of interest and the ultimate payment of principal due on the asset-backed securities. We have limited reimbursement obligations to the insurers; however,
credit enhancement requirements, including the insurers encumbrance of certain restricted cash accounts and subordinated interests in Trusts, provide a source of funds to cover shortfalls in collections and to reimburse the insurers for any
claims which may be made under the policies issued with respect to our securitizations. Since our securitization programs inception, there have been no claims under any insurance policies.

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



|                                     |  |                                                   |       |  |  |  |      |                                                 |  |      |                      |  |      |   |       |  |  |   |       |  |  |   |       | 
|------------------------------------ |  | ------------------------------------------------- | ----- |  |  |  | ---- | ----------------------------------------------- |  | ---- | -------------------- |  | ---- | - | ----- |  |  | - | ----- |  |  | - | ----- | 
|                                     |  | Successor                                         |       |  |  |  |      | Predecessor                                     | 
|                                     |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |       |  |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | Years Ended June 30, | 
|                                     |  |                                                   |       |  |  |  | 2010 |                                                 |  | 2009 |                      |  | 2008 |  
|Initial credit enhancement deposits: |  |                                                   |       |  |  |  |      |                                                 |  |      |                      |  |      |   |       |  |  |   |       |  |  |   |       | 
|Restricted cash                      |  | $                                                 | 14.9  |  |  |  |      |                                                 |  | $    | 23.3                 |  |      | $ | 53.9  |  |  | $ | 25.8  |  |  | $ | 82.4  | 
|Overcollateralization                |  |                                                   | 42.7  |  |  |  |      |                                                 |  |      | 114.3                |  |      |   | 490.8 |  |  |   | 289.1 |  |  |   | 384.1 | 
|Distributions from Trusts:           |  |                                                   |       |  |  |  |      |                                                 |  |      |                      |  |      |   |       |  |  |   |       |  |  |   |       | 
|Variable interest entities           |  |                                                   | 216.0 |  |  |  |      |                                                 |  |      | 110.9                |  |      |   | 424.2 |  |  |   | 429.5 |  |  |   | 668.5 | 
|Gain on sale Trusts                  |  |                                                   |       |  |  |  |      |                                                 |  |      |                      |  |      |   |       |  |  |   |       |  |  |   | 7.5   | 



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

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

During the six months ended December 31, 2010, and
during fiscal 2010, 2009 and 2008, we exceeded certain portfolio performance ratios in several AMCAR and LBAC securitizations. Excess cash flows from Trusts associated with these securitizations 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.

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 redistributed to us over time as the securitization notes pay down.



|ITEM 7A.QUANTITATIVE | AND QUALITATIVE DISCLOSURES ABOUT MARKET 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



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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 auto 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 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 derivative 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 and comprehensive operations.

We have entered into interest rate swap agreements to hedge the variability in interest payments on eight 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.



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The following table provides information about our interest rate-sensitive financial
instruments by expected maturity date as of December 31, 2010 (dollars in thousands):



|                                                |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|----------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | ------- | - | ---------- | - | ------- | ---------- |  | - | ------- | - |  | - | --------- | 
|Years Ending December 31,                       |  | 2011 |           |   | 2012 |   |           | 2013 |  |   | 2014      |   |  | 2015 |         |   | Thereafter |   |         | Fair Value | 
|Assets:                                         |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Finance receivables                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 3,754,987 |   |      | $ | 2,434,183 |      |  | $ | 1,286,764 |   |  | $    | 677,919 |   |            | $ | 372,241 |            |  | $ | 161,272 |   |  | $ | 8,185,854 | 
|Weighted average annual percentage rate         |  |      | 15.74     | % |      |   | 15.66     | %    |  |   | 15.57     | % |  |      | 15.36   | % |            |   | 15.21   | %          |  |   | 15.37   | % |  |   |           | 
|Interest rate swaps                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 753,848   |   |      | $ | 460,059   |      |  | $ | 13,398    |   |  |      |         |   |            |   |         |            |  |   |         |   |  | $ | 23,058    | 
|Average pay rate                                |  |      | 5.32      | % |      |   | 3.53      | %    |  |   | 0.97      | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Average receive rate                            |  |      | 1.03      | % |      |   | 1.16      | %    |  |   | 0.43      | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Interest rate caps purchased                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 176,626   |   |      | $ | 164,299   |      |  | $ | 143,892   |   |  | $    | 169,216 |   |            | $ | 79,002  |            |  | $ | 213,318 |   |  | $ | 7,899     | 
|Average strike rate                             |  |      | 4.81      | % |      |   | 4.73      | %    |  |   | 4.71      | % |  |      | 4.53    | % |            |   | 4.18    | %          |  |   | 3.47    | % |  |   |           | 
|                                                |  |      |           |   |      |   |          
|Liabilities:                                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Credit facilities                               |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 533,214   |   |      | $ | 296,233   |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  | $ | 832,054   | 
|Weighted average effective interest rate        |  |      | 3.19      | % |      |   | 2.28      | %    |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Securitization notes payable                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 2,961,378 |   |      | $ | 1,702,492 |      |  | $ | 659,356   |   |  | $    | 423,453 |   |            | $ | 274,505 |            |  |   |         |   |  | $ | 6,106,963 | 
|Weighted average effective interest rate        |  |      | 3.44      | % |      |   | 4.03      | %    |  |   | 4.44      | % |  |      | 4.38    | % |            |   | 4.88    | %          |  |   |         |   |  |   |           | 
|Senior notes                                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            | $ | 68,394  |            |  |   |         |   |  | $ | 71,472    | 
|Weighted average effective interest rate        |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   | 8.50    | %          |  |   |         |   |  |   |           | 
|Convertible senior notes                        |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 947       |   |      |   |           |      |  | $ | 500       |   |  |      |         |   |            |   |         |            |  |   |         |   |  | $ | 1,447     | 
|Weighted average effective coupon interest rate |  |      | 0.75      | % |      |   |           |      |  |   | 2.125     | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Interest rate swaps                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 753,848   |   |      | $ | 460,059   |      |  | $ | 13,398    |   |  |      |         |   |            |   |         |            |  |   |         |   |  | $ | 46,797    | 
|Average pay rate                                |  |      | 5.32      | % |      |   | 3.53      | %    |  |   | 0.97      | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Average receive rate                            |  |      | 1.03      | % |      |   | 1.16      | %    |  |   | 0.43      | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Interest rate caps sold                         |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 104,058   |   |      | $ | 122,362   |      |  | $ | 143,892   |   |  | $    | 169,216 |   |            | $ | 79,002  |            |  | $ | 213,318 |   |  | $ | 8,094     | 
|Average strike rate                             |  |      | 4.94      | % |      |   | 4.85      | %    |  |   | 4.71      | % |  |      | 4.53    | % |            |   | 4.18    | %          |  |   | 3.47    | % |  |   |           | 



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The following table provides information about our interest rate-sensitive financial
instruments by expected maturity date as of June 30, 2010 (dollars in thousands):



|                                                |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|----------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | ------- | - | ---------- | - | ------- | ---------- |  | - | ------- | - |  | - | --------- | 
|Years Ending June 30,                           |  | 2011 |           |   | 2012 |   |           | 2013 |  |   | 2014      |   |  | 2015 |         |   | Thereafter |   |         | Fair Value | 
|Assets:                                         |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Finance receivables                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 3,820,633 |   |      | $ | 2,553,069 |      |  | $ | 1,385,146 |   |  | $    | 612,810 |   |            | $ | 262,155 |            |  | $ | 99,705  |   |  | $ | 8,110,223 | 
|Weighted average annual percentage rate         |  |      | 15.89     | % |      |   | 15.90     | %    |  |   | 15.94     | % |  |      | 16.02   | % |            |   | 15.90   | %          |  |   | 15.77   | % |  |   |           | 
|Interest rate swaps                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 943,818   |   |      | $ | 669,225   |      |  | $ | 69,139    |   |  |      |         |   |            |   |         |            |  |   |         |   |  | $ | 26,194    | 
|Average pay rate                                |  |      | 5.34      | % |      |   | 4.54      | %    |  |   | 2.81      | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Average receive rate                            |  |      | 1.31      | % |      |   | 1.46      | %    |  |   | 2.05      | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Interest rate caps purchased                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 138,028   |   |      | $ | 84,780    |      |  | $ | 100,025   |   |  | $    | 118,011 |   |            | $ | 139,230 |            |  | $ | 194,382 |   |  | $ | 3,188     | 
|Average strike rate                             |  |      | 5.75      | % |      |   | 5.66      | %    |  |   | 5.52      | % |  |      | 5.40    | % |            |   | 5.29    | %          |  |   | 5.15    | % |  |   |           | 
|                                                |  |      |           |   |      |   |          
|Liabilities:                                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Credit facilities                               |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 212,542   |   |      | $ | 165,604   |      |  | $ | 124,646   |   |  | $    | 74,570  |   |            | $ | 21,201  |            |  | $ | 383     |   |  | $ | 598,946   | 
|Weighted average effective interest rate        |  |      | 2.10      | % |      |   | 2.61      | %    |  |   | 3.48      | % |  |      | 4.32    | % |            |   | 4.97    | %          |  |   | 5.43    | % |  |   |           | 
|Securitization notes payable                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 3,075,510 |   |      | $ | 1,961,636 |      |  | $ | 625,210   |   |  | $    | 280,471 |   |            | $ | 131,842 |            |  | $ | 37,722  |   |  | $ | 6,230,902 | 
|Weighted average effective interest rate        |  |      | 4.07      | % |      |   | 4.75      | %    |  |   | 6.28      | % |  |      | 6.47    | % |            |   | 6.59    | %          |  |   | 8.17    | % |  |   |           | 
|Senior notes                                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            | $ | 70,620  |            |  |   |         |   |  | $ | 70,620    | 
|Weighted average effective interest rate        |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   | 8.50    | %          |  |   |         |   |  |   |           | 
|Convertible senior notes                        |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  |      |           |   |      | $ | 247,000   |      |  |   |           |   |  | $    | 215,017 |   |            |   |         |            |  |   |         |   |  | $ | 414,007   | 
|Weighted average effective coupon interest rate |  |      |           |   |      |   | 0.75      | %    |  |   |           |   |  |      | 2.125   | % |            |   |         |            |  |   |         |   |  |   |           | 
|Interest rate swaps                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 943,818   |   |      | $ | 669,225   |      |  | $ | 69,139    |   |  |      |         |   |            |   |         |            |  |   |         |   |  | $ | 70,421    | 
|Average pay rate                                |  |      | 5.34      | % |      |   | 4.54      | %    |  |   | 2.81      | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Average receive rate                            |  |      | 1.31      | % |      |   | 1.46      | %    |  |   | 2.05      | % |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Interest rate caps sold                         |  |      |           |   |      |   |           |      |  |   |           |   |  |      |         |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 71,859    |   |      | $ | 84,780    |      |  | $ | 100,025   |   |  | $    | 118,011 |   |            | $ | 139,230 |            |  | $ | 194,382 |   |  | $ | 3,320     | 
|Average strike rate                             |  |      | 5.76      | % |      |   | 5.66      | %    |  |   | 5.52      | % |  |      | 5.40    | % |            |   | 5.29    | %          |  |   | 5.15    | % |  |   |           | 



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The following table provides information about our interest rate-sensitive financial
instruments by expected maturity date as of June 30, 2009 (dollars in thousands):



|                                                |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|----------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | - |  | ---- | --------- | - | ---------- | - | ------- | ---------- |  | - | ------- | - |  | - | --------- | 
|Years Ending June 30,                           |  | 2010 |           |   | 2011 |   |           | 2012 |  |   | 2013      |   |  | 2014 |           |   | Thereafter |   |         | Fair Value | 
|Assets:                                         |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Finance receivables                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 4,377,885 |   |      | $ | 3,049,845 |      |  | $ | 1,973,972 |   |  | $    | 1,083,894 |   |            | $ | 384,822 |            |  | $ | 57,551  |   |  | $ | 9,717,655 | 
|Weighted average annual percentage rate         |  |      | 15.56     | % |      |   | 15.61     | %    |  |   | 15.65     | % |  |      | 15.65     | % |            |   | 15.63   | %          |  |   | 15.42   | % |  |   |           | 
|Interest rate swaps                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 864,354   |   |      | $ | 911,639   |      |  | $ | 744,329   |   |  | $    | 72,226    |   |            |   |         |            |  |   |         |   |  | $ | 24,267    | 
|Average pay rate                                |  |      | 4.24      | % |      |   | 4.20      | %    |  |   | 3.16      | % |  |      | 1.72      | % |            |   |         |            |  |   |         |   |  |   |           | 
|Average receive rate                            |  |      | 0.67      | % |      |   | 1.75      | %    |  |   | 2.07      | % |  |      | 1.47      | % |            |   |         |            |  |   |         |   |  |   |           | 
|Interest rate caps purchased                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 415,190   |   |      | $ | 427,643   |      |  | $ | 308,301   |   |  | $    | 294,311   |   |            | $ | 191,645 |            |  | $ | 277,796 |   |  | $ | 15,858    | 
|Average strike rate                             |  |      | 4.33      | % |      |   | 4.49      | %    |  |   | 4.60      | % |  |      | 4.60      | % |            |   | 4.68    | %          |  |   | 3.80    | % |  |   |           | 
|                                                |  |      |           |   |      |   |          
|Liabilities:                                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Credit facilities                               |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 955,012   |   |      | $ | 286,281   |      |  | $ | 168,629   |   |  | $    | 121,533   |   |            | $ | 79,995  |            |  | $ | 18,683  |   |  | $ | 1,630,133 | 
|Weighted average effective interest rate        |  |      | 3.95      | % |      |   | 3.30      | %    |  |   | 4.83      | % |  |      | 5.63      | % |            |   | 6.05    | %          |  |   | 6.31    | % |  |   |           | 
|Securitization notes payable                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  | $    | 3,221,439 |   |      | $ | 2,280,382 |      |  | $ | 1,698,314 |   |  | $    | 233,825   |   |            |   |         |            |  |   |         |   |  | $ | 6,879,245 | 
|Weighted average effective interest rate        |  |      | 4.15      | % |      |   | 4.75      | %    |  |   | 5.48      | % |  |      | 7.04      | % |            |   |         |            |  |   |         |   |  |   |           | 
|Senior notes                                    |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  | $ | 91,620  |   |  | $ | 85,207    | 
|Weighted average effective interest rate        |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   | 8.50    | % |  |   |           | 
|Convertible senior notes                        |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Principal amounts                               |  |      |           |   |      |   |           |      |  | $ | 247,000   |   |  |      |           |   |            | $ | 215,017 |            |  |   |         |   |  | $ | 328,396   | 
|Weighted average effective coupon interest rate |  |      |           |   |      |   |           |      |  |   | 0.75      | % |  |      |           |   |            |   | 2.125   | %          |  |   |         |   |  |   |           | 
|Interest rate swaps                             |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 864,354   |   |      | $ | 911,639   |      |  | $ | 744,329   |   |  | $    | 72,226    |   |            |   |         |            |  |   |         |   |  | $ | 131,885   | 
|Average pay rate                                |  |      | 4.24      | % |      |   | 4.20      | %    |  |   | 3.16      | % |  |      | 1.72      | % |            |   |         |            |  |   |         |   |  |   |           | 
|Average receive rate                            |  |      | 0.67      | % |      |   | 1.75      | %    |  |   | 2.07      | % |  |      | 1.47      | % |            |   |         |            |  |   |         |   |  |   |           | 
|Interest rate caps sold                         |  |      |           |   |      |   |           |      |  |   |           |   |  |      |           |   |            |   |         |            |  |   |         |   |  |   |           | 
|Notional amounts                                |  | $    | 298,675   |   |      | $ | 353,224   |      |  | $ | 306,219   |   |  | $    | 293,491   |   |            | $ | 191,639 |            |  | $ | 277,796 |   |  | $ | 16,644    | 
|Average strike rate                             |  |      | 4.64      | % |      |   | 4.60      | %    |  |   | 4.60      | % |  |      | 4.60      | % |            |   | 4.68    | %          |  |   | 3.80    | % |  |   |           | 



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Finance receivables are estimated to be realized by us in future periods using discount
rate, prepayment and credit loss assumptions similar to our historical experience. Notional amounts on interest rate swap and cap agreements are based on contractual terms. Credit facilities and securitization notes payable amounts have been
classified based on expected payoff. Senior notes and convertible senior notes principal amounts have been classified based on maturity.

The notional amounts of interest rate swap and cap agreements, which are used to calculate the contractual payments to be exchanged under the contracts, represent average amounts that will be outstanding
for each of the years included in the table. Notional amounts do not represent amounts exchanged by parties and, thus, are not a measure of our exposure to loss through our use of these agreements.

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.



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|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)



|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---------- |  |  |  |  | ------------ |  | - | ------------ | - |  | - | ---------- | -
|                                                                                                                                                                          |  | Successor        |            |  |  |  |  | Predecessor  | 
|                                                                                                                                                                          |  | December 31,2010 |            |  |  |  |  | June 30,2010 |  |   | June 30,2009 |  
|Assets                                                                                                                                                                    |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Cash and cash equivalents                                                                                                                                                 |  | $                | 194,554    |  |  |  |  |              |  | $ | 282,273      |   |  | $ | 193,287    |  
|Finance receivables, net                                                                                                                                                  |  |                  | 8,197,324  |  |  |  |  |              |  |   | 8,160,208    |   |  |   | 10,037,329 |  
|Restricted cash  securitization notes payable                                                                                                                            |  |                  | 926,082    |  |  |  |  |              |  |   | 930,155      |   |  |   | 851,606    |  
|Restricted cash  credit facilities                                                                                                                                       |  |                  | 131,438    |  |  |  |  |              |  |   | 142,725      |   |  |   | 195,079    |  
|Property and equipment, net                                                                                                                                               |  |                  | 47,290     |  |  |  |  |              |  |   | 37,734       |   |  |   | 44,195     |  
|Leased vehicles, net                                                                                                                                                      |  |                  | 46,780     |  |  |  |  |              |  |   | 94,677       |   |  |   | 156,387    |  
|Deferred income taxes                                                                                                                                                     |  |                  | 140,523    |  |  |  |  |              |  |   | 81,836       |   |  |   | 75,782     |  
|Goodwill                                                                                                                                                                  |  |                  | 1,112,284  |  |  |  |  |              |  |   |              |   |  |   |            |  
|Income tax receivable                                                                                                                                                     |  |                  | 5,875      |  |  |  |  |              |  |   |              |   |  |   | 197,579    |  
|Other assets                                                                                                                                                              |  |                  | 116,588    |  |  |  |  |              |  |   | 151,425      |   |  |   | 207,083    |  
|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Total assets                                                                                                                                                              |  | $                | 10,918,738 |  |  |  |  |              |  | $ | 9,881,033    |   |  | $ | 11,958,327 |  
|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Liabilities and Shareholders Equity                                                                                                                                      |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Liabilities:                                                                                                                                                              |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Credit facilities                                                                                                                                                         |  | $                | 831,802    |  |  |  |  |              |  | $ | 598,946      |   |  | $ | 1,630,133  |  
|Securitization notes payable                                                                                                                                              |  |                  | 6,128,217  |  |  |  |  |              |  |   | 6,108,976    |   |  |   | 7,426,687  |  
|Senior notes                                                                                                                                                              |  |                  | 70,054     |  |  |  |  |              |  |   | 70,620       |   |  |   | 91,620     |  
|Convertible senior notes                                                                                                                                                  |  |                  | 1,446      |  |  |  |  |              |  |   | 414,068      |   |  |   | 392,514    |  
|Accrued taxes and expenses                                                                                                                                                |  |                  | 300,095    |  |  |  |  |              |  |   | 210,013      |   |  |   | 157,640    |  
|Interest rate swap agreements                                                                                                                                             |  |                  | 46,797     |  |  |  |  |              |  |   | 70,421       |   |  |   | 131,885    |  
|Other liabilities                                                                                                                                                         |  |                  | 10,219     |  |  |  |  |              |  |   | 7,565        |   |  |   | 20,540     |  
|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Total liabilities                                                                                                                                                         |  |                  | 7,388,630  |  |  |  |  |              |  |   | 7,480,609    |   |  |   | 9,851,019  |  
|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Commitments and contingencies (Note 13)                                                                                                                                   |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|                                                                                                                                                                          |  |                  |            | 
|Shareholders equity:                                                                                                                                                     |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Common stock, $.01 par value per share, Successor: 500 shares authorized and issued; Predecessor: 350,000,000 shares authorized
136,856,360 and 134,977,812 shares issued |  |                  |            |  |  |  |  |              |  |   | 1,369        |   |  |   | 1,350      |  
|Additional paid-in capital                                                                                                                                                |  |                  | 3,453,917  |  |  |  |  |              |  |   | 327,095      |   |  |   | 284,961    |  
|Accumulated other comprehensive income (loss)                                                                                                                             |  |                  | 1,558      |  |  |  |  |              |  |   | 11,870       |   |  |   | (21,099    | )
|Retained earnings                                                                                                                                                         |  |                  | 74,633     |  |  |  |  |              |  |   | 2,099,005    |   |  |   | 1,878,459  |  
|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|                                                                                                                                                                          |  |                  | 3,530,108  |  |  |  |  |              |  |   | 2,439,339    |   |  |   | 2,143,671  |  
|Treasury stock, at cost (Predecessor: 1,916,510 and 1,806,446 shares at June 30, 2010 and 2009,
respectively)                                                             |  |                  |            |  |  |  |  |              |  |   | (38,915      | ) |  |   | (36,363    | )
|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Total shareholders equity                                                                                                                                                |  |                  | 3,530,108  |  |  |  |  |              |  |   | 2,400,424    |   |  |   | 2,107,308  |  
|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  
|Total liabilities and shareholders equity                                                                                                                                |  | $                | 10,918,738 |  |  |  |  |              |  | $ | 9,881,033    |   |  | $ | 11,958,327 |  
|                                                                                                                                                                          |  |                  |            |  |  |  |  |              |  |   |              |   |  |   |            |  

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



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS

(dollars in thousands, except per share data)



|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|---------------------------------------------- |  | ------------------------------------------------- | ------- | - |  |  | ---- | ----------------------------------------------- |  | ---- | --------------------------- | - | ---- | - | ----------- | - |  | - | ----------- | - |  | - | ----------- | -
|                                               |  | Successor                                         |         |   |  |  |      | Predecessor                                     | 
|                                               |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |         |   |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | For the Year Ended June 30, |  
|                                               |  |                                                   |         |   |  |  | 2010 |                                                 |  | 2009 |                             |   | 2008 |  
|Revenue                                        |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Finance charge income                          |  | $                                                 | 264,347 |   |  |  |      |                                                 |  | $    | 342,349                     |   |      | $ | 1,431,319   |   |  | $ | 1,902,684   |   |  | $ | 2,382,484   |  
|Other income                                   |  |                                                   | 16,824  |   |  |  |      |                                                 |  |      | 30,275                      |   |      |   | 91,215      |   |  |   | 116,488     |   |  |   | 160,598     |  
|Gain on retirement of debt                     |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   | 283         |   |  |   | 48,152      |   |  |   |             |  
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|                                               |  |                                                   | 281,171 |   |  |  |      |                                                 |  |      | 372,624                     |   |      |   | 1,522,817   |   |  |   | 2,067,324   |   |  |   | 2,543,082   |  
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Costs and expenses                             |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Operating expenses                             |  |                                                   | 70,441  |   |  |  |      |                                                 |  |      | 68,855                      |   |      |   | 288,791     |   |  |   | 308,803     |   |  |   | 397,814     |  
|Leased vehicles expenses                       |  |                                                   | 2,106   |   |  |  |      |                                                 |  |      | 6,539                       |   |      |   | 34,639      |   |  |   | 47,880      |   |  |   | 36,362      |  
|Provision for loan losses                      |  |                                                   | 26,352  |   |  |  |      |                                                 |  |      | 74,618                      |   |      |   | 388,058     |   |  |   | 972,381     |   |  |   | 1,130,962   |  
|Interest expense                               |  |                                                   | 36,684  |   |  |  |      |                                                 |  |      | 89,364                      |   |      |   | 457,222     |   |  |   | 726,560     |   |  |   | 858,874     |  
|Restructuring charges, net                     |  |                                                   |         |   |  |  |      |                                                 |  |      | (39                         | ) |      |   | 668         |   |  |   | 11,847      |   |  |   | 20,116      |  
|Acquisition expenses                           |  |                                                   | 16,322  |   |  |  |      |                                                 |  |      | 42,651                      |   |      |   |             |   |  |   |             |   |  |   |             |  
|Impairment of goodwill                         |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | 212,595     |  
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|                                               |  |                                                   | 151,905 |   |  |  |      |                                                 |  |      | 281,988                     |   |      |   | 1,169,378   |   |  |   | 2,067,471   |   |  |   | 2,656,723   |  
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Income (loss) before income taxes              |  |                                                   | 129,266 |   |  |  |      |                                                 |  |      | 90,636                      |   |      |   | 353,439     |   |  |   | (147        | ) |  |   | (113,641    | )
|Income tax provision (benefit)                 |  |                                                   | 54,633  |   |  |  |      |                                                 |  |      | 39,336                      |   |      |   | 132,893     |   |  |   | 10,742      |   |  |   | (31,272     | )
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Net income (loss)                              |  |                                                   | 74,633  |   |  |  |      |                                                 |  |      | 51,300                      |   |      |   | 220,546     |   |  |   | (10,889     | ) |  |   | (82,369     | )
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Other comprehensive income (loss)              |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Unrealized (losses) gains on cash flow hedges  |  |                                                   | (412    | ) |  |  |      |                                                 |  |      | 6,255                       |   |      |   | 43,306      |   |  |   | (26,871     | ) |  |   | (84,404     | )
|Foreign currency translation adjustment        |  |                                                   | 1,819   |   |  |  |      |                                                 |  |      | 2,055                       |   |      |   | 8,230       |   |  |   | 750         |   |  |   | 5,855       |  
|Unrealized losses on credit enhancement assets |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | (232        | )
|Income tax benefit (provision)                 |  |                                                   | 151     |   |  |  |      |                                                 |  |      | (3,027                      | ) |      |   | (18,567     | ) |  |   | 11,426      |   |  |   | 26,683      |  
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Other comprehensive income (loss)              |  |                                                   | 1,558   |   |  |  |      |                                                 |  |      | 5,283                       |   |      |   | 32,969      |   |  |   | (14,695     | ) |  |   | (52,098     | )
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Comprehensive income (loss)                    |  | $                                                 | 76,191  |   |  |  |      |                                                 |  | $    | 56,583                      |   |      | $ | 253,515     |   |  | $ | (25,584     | ) |  | $ | (134,467    | )
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Earnings (loss) per share                      |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Basic                                          |  |                                                   | (a      | ) |  |  |      |                                                 |  | $    | 0.38                        |   |      | $ | 1.65        |   |  | $ | (0.09       | ) |  | $ | (0.72       | )
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Diluted                                        |  |                                                   | (a      | ) |  |  |      |                                                 |  | $    | 0.37                        |   |      | $ | 1.60        |   |  | $ | (0.09       | ) |  | $ | (0.72       | )
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Weighted average shares                        |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Basic                                          |  |                                                   | (a      | ) |  |  |      |                                                 |  |      | 135,232,827                 |   |      |   | 133,845,238 |   |  |   | 125,239,241 |   |  |   | 114,962,241 |  
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Diluted                                        |  |                                                   | (a      | ) |  |  |      |                                                 |  |      | 140,302,755                 |   |      |   | 138,179,945 |   |  |   | 125,239,241 |   |  |   | 114,962,241 |  
|                                               |  |                                                   |         |   |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  



|(a) | As a result of the Merger, our common stock is no longer publicly traded and earnings per share is no longer required.
|--- | ----------------------------------------------------------------------------------------------------------------------

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



56



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##### Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(dollars in thousands)



|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|------------------------------------------------------------------------------------------------- |  | ------------------------------------------------- | --------- |  |  |  | ---- | ----------------------------------------------- |  | ---- | --------------------------- | - | ---- | - | ----------- | - |  | - | ----------- | - |  | - | ----------- | -
|                                                                                                  |  | Successor                                         |           |  |  |  |      | Predecessor                                     | 
|                                                                                                  |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |           |  |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | For the Year Ended June 30, |  
|                                                                                                  |  |                                                   |           |  |  |  | 2010 |                                                 |  | 2009 |                             |   | 2008 |  
|Common Stock Shares                                                                               |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the beginning of period                                                                |  |                                                   | 500       |  |  |  |      |                                                 |  |      | 136,856,360                 |   |      |   | 134,977,812 |   |  |   | 118,766,250 |   |  |   | 120,590,473 |  
|Common stock issued on exercise of options                                                        |  |                                                   |           |  |  |  |      |                                                 |  |      | 17,312                      |   |      |   | 837,411     |   |  |   | 131,654     |   |  |   | 1,138,691   |  
|Common stock issued on the retirement of debt                                                     |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   | 15,122,670  |   |  |   |             |  
|Common stock issued on exercise of warrants                                                       |  |                                                   |           |  |  |  |      |                                                 |  |      | 438,112                     |   |      |   |             |   |  |   |             |   |  |   | 1,065,047   |  
|Common stock cancelled  restricted stock                                                         |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   | (47,000     | ) |  |   | (15,050     | )
|Common stock issued for employee benefit plans                                                    |  |                                                   |           |  |  |  |      |                                                 |  |      | 439,580                     |   |      |   | 1,041,137   |   |  |   | 1,004,238   |   |  |   | 987,089     |  
|Retirement of treasury stock                                                                      |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | (5,000,000  | )
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the end of period                                                                      |  |                                                   | 500       |  |  |  |      |                                                 |  |      | 137,751,364                 |   |      |   | 136,856,360 |   |  |   | 134,977,812 |   |  |   | 118,766,250 |  
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Common Stock Amount                                                                               |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the beginning of period                                                                |  |                                                   |           |  |  |  |      |                                                 |  | $    | 1,369                       |   |      | $ | 1,350       |   |  | $ | 1,188       |   |  | $ | 1,206       |  
|Common stock issued on exercise of options                                                        |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   | 8           |   |  |   | 1           |   |  |   | 11          |  
|Common stock issued on exercise of warrants                                                       |  |                                                   |           |  |  |  |      |                                                 |  |      | 4                           |   |      |   |             |   |  |   |             |   |  |   | 11          |  
|Common stock issued on the retirement of debt                                                     |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   | 151         |   |  |   |             |  
|Common stock issued for employee benefit plans                                                    |  |                                                   |           |  |  |  |      |                                                 |  |      | 5                           |   |      |   | 11          |   |  |   | 10          |   |  |   | 10          |  
|Retirement of treasury stock                                                                      |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | (50         | )
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the end of period                                                                      |  | $                                                 |           |  |  |  |      |                                                 |  | $    | 1,378                       |   |      | $ | 1,369       |   |  | $ | 1,350       |   |  | $ | 1,188       |  
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Additional Paid-in Capital                                                                        |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the beginning of period                                                                |  | $                                                 | 3,453,917 |  |  |  |      |                                                 |  | $    | 327,095                     |   |      | $ | 284,961     |   |  | $ | 134,064     |   |  | $ | 163,051     |  
|Common stock issued on exercise of options                                                        |  |                                                   |           |  |  |  |      |                                                 |  |      | 282                         |   |      |   | 11,597      |   |  |   | 1,053       |   |  |   | 12,561      |  
|Common stock issued on the retirement of debt                                                     |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   | 90,830      |   |  |   |             |  
|Income tax benefit from exercise of options, warrants and amortization of convertible note hedges |  |                                                   |           |  |  |  |      |                                                 |  |      | 3,395                       |   |      |   | 9,434       |   |  |   | 10,678      |   |  |   | 13,443      |  
|Common stock issued on exercise of warrants                                                       |  |                                                   |           |  |  |  |      |                                                 |  |      | (4                          | ) |      |   |             |   |  |   |             |   |  |   | 8,581       |  
|Common stock issued for employee benefit plans                                                    |  |                                                   |           |  |  |  |      |                                                 |  |      | 1,851                       |   |      |   | 4,020       |   |  |   | (11,029     | ) |  |   | 2,140       |  
|Cash settlement of share based awards                                                             |  |                                                   |           |  |  |  |      |                                                 |  |      | (16,062                     | ) |      |   |             |   |  |   |             |   |  |   |             |  
|Retirement of treasury stock                                                                      |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | (93,850     | )
|Stock based compensation expense                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      | 5,019                       |   |      |   | 15,115      |   |  |   | 14,264      |   |  |   | 17,945      |  
|Amortization of warrant costs                                                                     |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   | 1,968       |   |  |   | 45,101      |   |  |   | 10,193      |  
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the end of period                                                                      |  | $                                                 | 3,453,917 |  |  |  |      |                                                 |  | $    | 321,576                     |   |      | $ | 327,095     |   |  | $ | 284,961     |   |  | $ | 134,064     |  
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Accumulated Other Comprehensive Income                                                            |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|(Loss)                                                                                            |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the beginning of period                                                                |  |                                                   |           |  |  |  |      |                                                 |  | $    | 11,870                      |   |      | $ | (21,099     | ) |  | $ | (6,404      | ) |  | $ | 45,694      |  
|Other comprehensive income (loss), net of income tax benefit                                      |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|(provision) of $151, $(3,027),                                                                    |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|$(18,567), $11,426 and $26,683, respectively                                                      |  | $                                                 | 1,558     |  |  |  |      |                                                 |  |      | 5,283                       |   |      |   | 32,969      |   |  |   | (14,695     | ) |  |   | (52,098     | )
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the end of period                                                                      |  | $                                                 | 1,558     |  |  |  |      |                                                 |  | $    | 17,153                      |   |      | $ | 11,870      |   |  | $ | (21,099     | ) |  | $ | (6,404      | )
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Retained Earnings                                                                                 |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the beginning of period                                                                |  |                                                   |           |  |  |  |      |                                                 |  | $    | 2,099,005                   |   |      | $ | 1,878,459   |   |  | $ | 1,889,348   |   |  | $ | 1,989,780   |  
|Consolidation of Wachovia funding facilities                                                      |  |                                                   |           |  |  |  |      |                                                 |  |      | 175                         |   |      |   |             |   |  |   |             |   |  |   |             |  
|Uncertain tax position liability adjustment                                                       |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | (463        | )
|Retirement of treasury stock                                                                      |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | (17,600     | )
|Net income (loss)                                                                                 |  | $                                                 | 74,633    |  |  |  |      |                                                 |  |      | 51,300                      |   |      |   | 220,546     |   |  |   | (10,889     | ) |  |   | (82,369     | )
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the end of period                                                                      |  | $                                                 | 74,633    |  |  |  |      |                                                 |  | $    | 2,150,480                   |   |      | $ | 2,099,005   |   |  | $ | 1,878,459   |   |  | $ | 1,889,348   |  
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Treasury Stock Shares                                                                             |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the beginning of period                                                                |  |                                                   |           |  |  |  |      |                                                 |  |      | 1,916,510                   |   |      |   | 1,806,446   |   |  |   | 2,454,534   |   |  |   | 1,934,061   |  
|Repurchase of common stock                                                                        |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | 5,734,850   |  
|Common stock issued for employee benefit plans                                                    |  |                                                   |           |  |  |  |      |                                                 |  |      | 39,226                      |   |      |   | 110,064     |   |  |   | (648,088    | ) |  |   | (214,377    | )
|Retirement of treasury stock                                                                      |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | (5,000,000  | )
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the end of period                                                                      |  |                                                   |           |  |  |  |      |                                                 |  |      | 1,955,736                   |   |      |   | 1,916,510   |   |  |   | 1,806,446   |   |  |   | 2,454,534   |  
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Treasury Stock Amount                                                                             |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the beginning of period                                                                |  |                                                   |           |  |  |  |      |                                                 |  | $    | (38,915                     | ) |      | $ | (36,363     | ) |  | $ | (52,934     | ) |  | $ | (43,139     | )
|Repurchase of common stock                                                                        |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | (127,901    | )
|Common stock issued for employee benefit plans                                                    |  |                                                   |           |  |  |  |      |                                                 |  |      | (1,051                      | ) |      |   | (2,552      | ) |  |   | 16,571      |   |  |   | 6,606       |  
|Retirement of treasury stock                                                                      |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   | 111,500     |  
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  
|Balance at the end of period                                                                      |  | $                                                 |           |  |  |  |      |                                                 |  | $    | (39,966                     | ) |      | $ | (38,915     | ) |  | $ | (36,363     | ) |  | $ | (52,934     | )
|                                                                                                  |  |                                                   |           |  |  |  |      |                                                 |  |      |                             |   |      |   |             |   |  |   |             |   |  |   |             |  

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



57



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##### Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|---------------------------------------------------------------------------------------- |  | ------------------------------------------------- | -------- | - |  |  | ---- | ----------------------------------------------- |  | ---- | --------------------------- | - | ---- | - | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                                         |  | Successor                                         |          |   |  |  |      | Predecessor                                     | 
|                                                                                         |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |          |   |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | For the Year Ended June 30, |  
|                                                                                         |  |                                                   |          |   |  |  | 2010 |                                                 |  | 2009 |                             |   | 2008 |  
|Cash flows from operating activities                                                     |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Net income (loss)                                                                        |  | $                                                 | 74,633   |   |  |  |      |                                                 |  | $    | 51,300                      |   |      | $ | 220,546    |   |  | $ | (10,889    | ) |  | $ | (82,369    | )
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Depreciation and amortization                                                            |  |                                                   | 7,809    |   |  |  |      |                                                 |  |      | 14,649                      |   |      |   | 79,044     |   |  |   | 109,008    |   |  |   | 86,879     |  
|Provision for loan losses                                                                |  |                                                   | 26,352   |   |  |  |      |                                                 |  |      | 74,618                      |   |      |   | 388,058    |   |  |   | 972,381    |   |  |   | 1,130,962  |  
|Deferred income taxes                                                                    |  |                                                   | 21,367   |   |  |  |      |                                                 |  |      | 452                         |   |      |   | (24,567    | ) |  |   | 226,783    |   |  |   | (146,361   | )
|Stock based compensation expense                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      | 5,019                       |   |      |   | 15,115     |   |  |   | 14,264     |   |  |   | 17,945     |  
|Accretion of finance receivables premium                                                 |  |                                                   | 77,092   |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Amortization of debt discount                                                            |  |                                                   | (27,458  | ) |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Amortization of warrant costs                                                            |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   | 1,968      |   |  |   | 45,101     |   |  |   | 10,193     |  
|Non-cash interest charges on convertible debt                                            |  |                                                   |          |   |  |  |      |                                                 |  |      | 5,625                       |   |      |   | 21,554     |   |  |   | 22,506     |   |  |   | 22,062     |  
|Accretion and amortization of loan fees                                                  |  |                                                   | 1,111    |   |  |  |      |                                                 |  |      | (942                        | ) |      |   | 4,791      |   |  |   | 19,094     |   |  |   | 29,435     |  
|Gain on retirement of debt                                                               |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   | (283       | ) |  |   | (48,907    | ) |  |   |            |  
|Impairment of goodwill                                                                   |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   | 212,595    |  
|Other                                                                                    |  |                                                   | (11,539  | ) |  |  |      |                                                 |  |      | (13,800                     | ) |      |   | (15,954    | ) |  |   | 2,773      |   |  |   | 6,126      |  
|Changes in assets and liabilities, net of assets and liabilities acquired:               |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Income tax receivable                                                                    |  |                                                   | (5,838   | ) |  |  |      |                                                 |  |      |                             |   |      |   | 197,402    |   |  |   | (174,682   | ) |  |   | (22,897    | )
|Other assets                                                                             |  |                                                   | 5,469    |   |  |  |      |                                                 |  |      | 16,373                      |   |      |   | 5,256      |   |  |   | (6,704     | ) |  |   | (15,627    | )
|Accrued taxes and expenses                                                               |  |                                                   | 22,491   |   |  |  |      |                                                 |  |      | (8,552                      | ) |      |   | 35,779     |   |  |   | (52,113    | ) |  |   | 11,018     |  
|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Net cash provided by operating activities                                                |  |                                                   | 191,489  |   |  |  |      |                                                 |  |      | 144,742                     |   |      |   | 928,709    |   |  |   | 1,118,615  |   |  |   | 1,259,961  |  
|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Cash flows from investing activities                                                     |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Purchases of receivables                                                                 |  |                                                   | (947,318 | ) |  |  |      |                                                 |  |      | (940,763                    | ) |      |   | (2,090,602 | ) |  |   | (1,280,291 | ) |  |   | (6,260,198 | )
|Principal collections and recoveries on receivables                                      |  |                                                   | 870,862  |   |  |  |      |                                                 |  |      | 883,807                     |   |      |   | 3,606,680  |   |  |   | 4,257,637  |   |  |   | 6,108,690  |  
|Purchases of property and equipment                                                      |  |                                                   | (2,429   | ) |  |  |      |                                                 |  |      | (312                        | ) |      |   | (1,581     | ) |  |   | (1,003     | ) |  |   | (8,463     | )
|Change in restricted cash  securitization notes payable                                 |  |                                                   | 49,860   |   |  |  |      |                                                 |  |      | (45,787                     | ) |      |   | (78,549    | ) |  |   | 131,064    |   |  |   | 31,683     |  
|Change in restricted cash  credit facilities                                            |  |                                                   | 3,030    |   |  |  |      |                                                 |  |      | 8,257                       |   |      |   | 52,354     |   |  |   | 63,180     |   |  |   | (92,754    | )
|Change in other assets                                                                   |  |                                                   | 13,236   |   |  |  |      |                                                 |  |      | 40,193                      |   |      |   | 43,875     |   |  |   | 12,960     |   |  |   | (41,731    | )
|Proceeds from money market fund                                                          |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   | 10,047     |   |  |   | 104,319    |   |  |   |            |  
|Investment in money market fund                                                          |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   | (115,821   | ) |  |   |            |  
|Net purchases of leased vehicles                                                         |  |                                                   | (10,655  | ) |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   | (198,826   | )
|Distributions from gain on sale Trusts                                                   |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   | 7,466      |  
|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Net cash (used) provided by investing activities                                         |  |                                                   | (23,414  | ) |  |  |      |                                                 |  |      | (54,605                     | ) |      |   | 1,542,224  |   |  |   | 3,172,045  |   |  |   | (454,133   | )
|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Cash flows from financing activities                                                     |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Net change in credit facilities                                                          |  |                                                   | 212,032  |   |  |  |      |                                                 |  |      | (68,030                     | ) |      |   | (1,031,187 | ) |  |   | (1,278,117 | ) |  |   | 385,611    |  
|Issuance of securitization notes payable                                                 |  |                                                   | 700,000  |   |  |  |      |                                                 |  |      | 1,050,000                   |   |      |   | 2,352,493  |   |  |   | 1,000,000  |   |  |   | 4,250,000  |  
|Payments on securitization notes payable                                                 |  |                                                   | (954,644 | ) |  |  |      |                                                 |  |      | (795,512                    | ) |      |   | (3,674,062 | ) |  |   | (3,987,424 | ) |  |   | (5,774,035 | )
|Debt issuance costs                                                                      |  |                                                   | (4,314   | ) |  |  |      |                                                 |  |      | (7,686                      | ) |      |   | (24,754    | ) |  |   | (32,609    | ) |  |   | (39,347    | )
|Net proceeds from issuance of common stock                                               |  |                                                   |          |   |  |  |      |                                                 |  |      | 2,138                       |   |      |   | 15,635     |   |  |   | 3,741      |   |  |   | 25,174     |  
|Cash settlement of share based awards                                                    |  |                                                   |          |   |  |  |      |                                                 |  |      | (16,062                     | ) |      |   |            |   |  |   |            |   |  |   |            |  
|Retirement of debt                                                                       |  |                                                   | (464,254 | ) |  |  |      |                                                 |  |      |                             |   |      |   | (20,425    | ) |  |   | (238,617   | ) |  |   |            |  
|Repurchase of common stock                                                               |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   | (127,901   | )
|Other net changes                                                                        |  |                                                   |          |   |  |  |      |                                                 |  |      | 313                         |   |      |   | 645        |   |  |   | (603       | ) |  |   | 323        |  
|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Net cash (used) provided by financing activities                                         |  |                                                   | (511,180 | ) |  |  |      |                                                 |  |      | 165,161                     |   |      |   | (2,381,655 | ) |  |   | (4,533,629 | ) |  |   | (1,280,175 | )
|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Net increase (decrease) in cash and cash                                                 |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|equivalents                                                                              |  |                                                   | (343,105 | ) |  |  |      |                                                 |  |      | 255,298                     |   |      |   | 89,278     |   |  |   | (242,969   | ) |  |   | (474,347   | )
|Effect of Canadian exchange rate changes on cash and cash equivalents                    |  |                                                   | 130      |   |  |  |      |                                                 |  |      | (42                         | ) |      |   | (292       | ) |  |   | 2,763      |   |  |   | (2,464     | )
|Cash and cash equivalents at beginning of period                                         |  |                                                   | 537,529  |   |  |  |      |                                                 |  |      | 282,273                     |   |      |   | 193,287    |   |  |   | 433,493    |   |  |   | 910,304    |  
|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  
|Cash and cash equivalents at end of period                                               |  | $                                                 | 194,554  |   |  |  |      |                                                 |  | $    | 537,529                     |   |      | $ | 282,273    |   |  | $ | 193,287    |   |  | $ | 433,493    |  
|                                                                                         |  |                                                   |          |   |  |  |      |                                                 |  |      |                             |   |      |   |            |   |  |   |            |   |  |   |            |  

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



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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

History and Operations

We were formed on August 1, 1986, and, since
September 1992, have been in the business of purchasing and servicing automobile sales finance contracts. From January 2007 through May 2008 and starting again in December 2010, we also originated leases on automobiles.

Merger

On October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement), dated as of
July 21, 2010, with General Motors Holdings LLC (GM Holdings), a Delaware limited liability company and a wholly owned subsidiary of General Motors Company (GM), and Goalie Texas Holdco Inc., a Texas corporation and a
direct wholly owned subsidiary of GM Holdings (Merger Sub), GM Holdings completed its acquisition of AmeriCredit Corp. via the merger of Merger Sub with and into AmeriCredit Corp. (the Merger), with AmeriCredit Corp.
continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. After the Merger, AmeriCredit Corp. was renamed General Motors Financial Company, Inc. The accompanying consolidated financial statements for
the six months ended December 31, 2010 are presented for two periods: July 1, 2010 through September 30, 2010, labeled Predecessor, and October 1, 2010 through December 31, 2010, labeled Successor,
which relate to the period before the Merger and the period after the Merger, respectively. The consolidated financial statements of the Predecessor have been prepared on the same basis as the audited financial statements included in our Annual
Report on Form 10-K for the year ended June 30, 2010. The consolidated financial statements of the Successor reflect a change in basis from the application of purchase accounting.

Change in Fiscal Year

On December 9, 2010, we changed our fiscal year end to December 31 from June 30. We made this change to align our financial reporting period, as well as our annual planning and budgeting
process, with the GM business cycle. As a result of this change, the Consolidated Financial Statements include our financial results for the three month transition period of July 1, 2010 through September 30, 2010, labeled
Predecessor and the three month transition period of October 1, 2010 through December 31, 2010, labeled Successor. The years ended June 30, 2010, 2009 and 2008 reflect the twelve-month results of the respective
fiscal year and are referred to herein as fiscal 2010, 2009 and 2008.

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 (VIEs). All intercompany transactions and accounts have been eliminated in consolidation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue
and costs and expenses during the reporting periods. Actual results could differ from those estimates and those differences may be material. These estimates include, among other things, the determination of the allowance for loan losses on finance
receivables, income taxes and the fair value of finance receivables, intangible assets and securitization notes payable.



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Purchase Accounting

The Merger has been accounted for under the purchase method of accounting, whereby the total purchase price of the transaction was
allocated to our identifiable tangible and intangible assets acquired and liabilities assumed based on their fair values, and the excess of the purchase price over the fair value of net assets acquired was recorded as goodwill. The allocation
resulted in a significant amount of goodwill, an increase in the carrying value of net finance receivables, medium term note facility payable, Wachovia funding facilities payable, securitization notes payable, deferred tax assets and uncertain tax
positions as well as new identifiable intangible assets. See Note 2  Financial Statement Effects of the Merger for additional information on the purchase price allocation.

Cash Equivalents

Investments in highly liquid securities with original maturities of 90 days or less are included in cash and cash equivalents.

Finance Receivables, Non-Accretable Discount, Accretable Premium and the Allowance for Loan Losses

Pre-Acquisition Finance Receivables, Non-Accretable Discount and Accretable Premium

Finance receivables originated prior to the acquisition were adjusted to fair value at October 1, 2010. As a result of purchase accounting for the Merger, the allowance for loan losses at
October 1, 2010 was eliminated and a net discount was recorded on the receivables. A portion of the discount attributable to future credit losses is recorded as a non-accretable discount. Any deterioration in the performance of pre-acquisition
receivables indicating that the non-accretable discount has become insufficient to cover future credit losses in the pre-acquisition portfolio will result in an incremental allowance for loan losses being recorded. Improvements in the performance of
the pre-acquisition receivables indicating that the non-accretable discount exceeds expected future credit losses will not be a direct offset to charge-offs, but will result in a transfer of the excess non-accretable discount to accretable discount,
which will be recorded as finance charge income over the remaining life of the receivables.

A portion of the fair value
adjustment on the finance receivables is included as an accretable premium. This premium is accreted into finance charge income over the remaining life of the receivables utilizing an effective interest method.

Post-Acquisition Finance Receivables and Allowance for Loan Losses

Finance receivables originated since the acquisition are carried at amortized cost, net of allowance for loan losses. Provisions for loan
losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover probable credit losses inherent in our post-acquisition finance receivables.

The allowance for loan losses is established systematically based on the determination of the amount of probable credit losses inherent
in the post-acquisition finance receivables as of the balance sheet date. We review charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as
unemployment rates, and other information in order to make the necessary judgments as to the probable credit losses. We also use historical charge-off experience to determine the loss confirmation period, which is defined as the time between when an
event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine
the amount of losses inherent in finance receivables at the balance sheet date. Assumptions regarding credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes
in any of the factors discussed above. Should the credit loss assumption or loss



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confirmation period increase, there would be an increase in the amount of allowance for loan losses required, which would decrease the net carrying value of finance receivables and increase the
amount of provision for loan losses recorded on the consolidated statements of operations.

Charge-off Policy

Our policy is to charge off an account in the month in which the account becomes 120 days contractually delinquent if we
have not repossessed the related vehicle. We charge off accounts in repossession when the automobile is repossessed and legally available for disposition. A charge-off generally represents the difference between the estimated net sales proceeds and
the amount of the delinquent contract, including accrued interest. Accounts in repossession that have been charged off have been removed from finance receivables and the related repossessed automobiles, aggregating $14.1 million, $12.4 million and
$20.4 million at December 31, 2010, June 30, 2010 and 2009, respectively, are included in other assets on the consolidated balance sheets pending sale.

Variable Interest Entities  Securitizations and Credit Facilities

We
finance our loan origination volume through the use of our credit facilities and execution of securitization transactions, which both utilize special purpose entities (SPEs). In a credit facility, we transfer finance receivables to
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.

In our securitizations, we,
through wholly-owned subsidiaries, transfer automobile receivables to newly-formed SPEs structured as securitization Trusts, which issue one or more classes of asset-backed securities. The asset-backed securities are in turn sold to investors.

Our continuing involvement with the credit facilities and Trusts are in the form of servicing loans held by the SPEs
and through holding a residual interest in the SPE. These transactions are structured without recourse. The SPEs are considered VIEs under U.S. Generally Accepted Accounting Principles (GAAP) and are consolidated because we
have: (i) power over the significant activities of the entity and (ii) an obligation to absorb losses or the right to receive benefits from the VIE which are potentially significant to the VIE.

We have the power over the significant activities of those VIEs in which we act as servicer of the financial assets held in the
VIE. Our servicing fees are typically not considered potentially significant variable interests in the VIE; however, when we retain a residual interest in the SPE, either in the form of a debt security or equity interest, we will have an obligation
to absorb losses or the right to receive benefits that would potentially be significant to the SPE. Accordingly, we are the primary beneficiary of the VIE and are required to consolidate it within our consolidated financial statements. Therefore,
the finance receivables, borrowings under our credit facilities and, following a securitization, the related securitization notes payable remain on the consolidated balance sheets. See Note 5  Finance Receivables, Note 6 
Securitizations and Note 8  Credit Facilities for further information.

We are not required, and
do not currently intend, to provide any additional financial support to our credit facilities and securitization SPEs. 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 them and are not available to our creditors or creditors of our other subsidiaries.

Except for purchase accounting adjustments, we recognize finance charge and fee income on the receivables and interest expense on the
securities issued in a securitization transaction, and record a provision for loan losses to recognize probable loan losses inherent in the finance receivables. Cash pledged to support the securitization



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transaction is deposited to a restricted account and recorded on our consolidated balance sheets as restricted cash  securitization notes payable, which is invested in highly liquid
securities with original maturities of 90 days or less or in highly rated guaranteed investment contracts.

Prior to
October 1, 2002, we structured our securitization transactions to meet the accounting criteria for sales of finance receivables. We also acquired two securitization Trusts which were accounted for as sales of receivables. Such securitization
transactions are referred to herein as gain on sale Trusts. We had no gain on sale Trusts outstanding as of December 31, 2010.

Property and Equipment

As a result of the Merger, on October 1, 2010,
our property and equipment was adjusted to an estimated fair market value. Prior to the Merger, property and equipment was carried at amortized cost. Depreciation is generally provided on a straight-line basis over the estimated useful lives of the
assets, which ranges from three to 25 years. The basis of assets sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition and any resulting gain or loss is included in operations. Maintenance,
repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized.

Leased Vehicles

Leased vehicles consist of automobiles leased to consumers. As a result of the Merger, on October 1, 2010, these assets were adjusted to an estimated fair value. Prior to the Merger, leased vehicles
were carried at amortized cost. Depreciation expense is recorded on a straight-line basis over the term of the lease. Leased vehicles are depreciated to the estimated residual value at the end of the lease term. Under the accounting for impairment
or disposal of long-lived assets, residual values of operating leases are evaluated individually for impairment. When aggregate future cash flows from the operating lease, including the expected realizable fair value of the leased asset at the end
of the lease, are less than the book value of the lease, an immediate impairment write-down is recognized if the difference is deemed not recoverable. Otherwise, reductions in the expected residual value result in additional depreciation of the
leased asset over the remaining term of the lease. Upon disposition, a gain or loss is recorded for any difference between the net book value of the lease and the proceeds from the disposition of the asset, including any insurance proceeds.

Goodwill

Under the purchase method of accounting, our net assets are recorded at their estimated fair value at the date of the Merger. The excess cost of the acquisition over the fair value is recorded as
goodwill. Goodwill is subject to impairment testing using a two-step process. The first step of the goodwill impairment test is to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including
goodwill. We have determined that we have only one reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is not
required. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares
the implied fair value (i.e., the fair value of reporting unit less the fair value of the units assets and liabilities, including identifiable intangible assets) of the reporting units goodwill with the carrying amount of that goodwill.
If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment charge in earnings. We will perform our annual goodwill impairment analysis during the fourth quarter.

Derivative Financial Instruments

We recognize all of our derivative financial instruments as either assets or liabilities on our consolidated balance sheets at fair value. The accounting for changes in the fair value of each derivative
financial instrument



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depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of hedging relationship identified.

Our special purpose finance subsidiaries are contractually required to purchase derivative instruments as credit enhancement in
connection with securitization transactions and credit facilities.

Interest Rate Swap Agreements

We utilize interest rate swap agreements to convert floating rate exposures on securities issued in securitization transactions to fixed
rates, thereby hedging the variability in interest expense paid. Our interest rate swap agreements are designated as cash flow hedges on the floating rate debt of our securitization notes payable and may qualify for hedge accounting treatment, while
others do not qualify and are marked to market through interest expense in our consolidated statements of operations. Cash flows from derivatives used to manage interest rate risk are classified as operating activities.

For interest rate swap agreements designated as hedges, we formally document all relationships between the interest rate swap agreement
and the underlying asset, liability or cash flows being hedged, as well as our risk management objective and strategy for undertaking the hedge transactions. At hedge inception and at least quarterly, we also formally assess whether the interest
rate swap agreements that are used in hedging transactions have been highly effective in offsetting changes in the cash flows or fair value of the hedged items and whether those interest rate swap agreements may be expected to remain highly
effective in future periods. In addition, we also assess the continued probability that the hedged cash flows will be realized.

We use regression analysis to assess hedge effectiveness of our cash flow hedges on a prospective and retrospective basis. A derivative
financial instrument is deemed to be effective if the X-coefficient from the regression analysis is between a range of 0.80 and 1.25. At December 31, 2010, all of our interest rate swap agreements designated as cash flow hedges fall within this
range and are deemed to be effective hedges for accounting purposes. We use the hypothetical derivative method to measure the amount of ineffectiveness and a net earnings impact occurs when the change in the value of a derivative instrument does not
offset the change in the value of the underlying hedged item. Ineffectiveness of our hedges is not material.

The effective
portion of the changes in the fair value of the interest rate swaps qualifying as cash flow hedges are included as a component of accumulated other comprehensive income (loss) as an unrealized gain or loss on cash flow hedges. These unrealized gains
or losses are recognized as adjustments to income over the same period in which cash flows from the related hedged item affect earnings. Additionally, to the extent that any of these contracts are not considered to be perfectly effective in
offsetting the change in the value of the cash flows being hedged, any changes in fair value relating to the ineffective portion of these contracts are recognized in interest expense on our consolidated statements of operations and comprehensive
operations. We discontinue hedge accounting prospectively when it is determined that an interest rate swap agreement has ceased to be effective as an accounting hedge or if the underlying hedged cash flow is no longer probable of occurring.

Interest Rate Cap Agreements

Generally, we purchase interest rate cap agreements to limit floating rate exposures on securities issued in our credit facilities. 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 to purchase the interest rate cap agreement and thus retain the interest rate risk. Because the interest rate cap
agreements entered into by us or our special purpose finance subsidiaries do not qualify for hedge accounting, changes in the fair value of interest rate cap agreements purchased by the special purpose finance subsidiaries and interest rate cap
agreements sold by us are recorded in interest expense on our consolidated statements of operations and comprehensive operations.



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We do not use derivative instruments for trading or speculative purposes.

Interest rate risk management contracts are generally expressed in notional principal or contract amounts that are much larger than the
amounts potentially at risk for nonpayment by counterparties. Therefore, in the event of nonperformance by the counterparties, our credit exposure is limited to the uncollected interest and the market value related to the contracts that have become
favorable to us. We manage the credit risk of such contracts by using highly rated counterparties, establishing risk limits and monitoring the credit ratings of the counterparties.

We maintain a policy of requiring that all derivative contracts be governed by an International Swaps and Derivatives Association Master
Agreement. We enter into arrangements with individual counterparties that we believe are creditworthy and generally settle on a net basis. In addition, we perform a quarterly assessment of our counterparty credit risk, including a review of credit
ratings, credit default swap rates and potential nonperformance of the counterparty. Based on our most recent quarterly assessment of our counterparty credit risk, we consider this risk to be low.

Tax Sharing Arrangement

Under the tax sharing arrangement with GM, we are responsible for our tax liabilities as if separate returns are filed.

Income Taxes

Deferred income taxes are provided in accordance with the
asset and liability method of accounting for income taxes to recognize the tax effects of tax credits and temporary differences between financial statement and income tax accounting. A valuation allowance is recognized if it is more likely than not
that some portion or the entire deferred tax asset will not be realized.

We account for uncertainty in income taxes in the
financial statements. See Note 17  Income Taxes for a discussion of the accounting for uncertain tax positions.

Revenue Recognition

Finance Charge Income

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

Operating Leases  deferred origination fees or costs

Net deferred
origination fees or costs are amortized on a straight-line basis over the life of the lease to other income.

Stock Based
Compensation  Predecessor

Share-based payment transactions were measured at fair value and recognized in the
financial statements.

For the three months ended September 30, 2010, fiscal 2010, 2009, and 2008, we recorded total
stock based compensation expense of $5.0 million ($2.8 million net of tax), $15.1 million ($9.4 million net of tax), $14.3 million ($9.2 million net of tax), and $17.9 million ($13.5 million net of tax), respectively.

The excess tax benefit of the stock based compensation expense related to the exercise of stock options of $0.4 million, $1.1 million and
$1.3 million for the three months ended September 30, 2010, fiscal 2010 and 2008,



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respectively, has been included in other net changes as a cash inflow from financing activities on the consolidated statements of cash flows.

The fair value of each option granted or modified was estimated using an option-pricing model with the following weighted average
assumptions:



|                        |  |                      |           |   |      |  |           |      |  |  |           |  
|----------------------- |  | -------------------- | --------- | - | ---- |  | --------- | ---- |  |  | --------- | -
|                        |  | Predecessor          |          
|                        |  | Years Ended June 30, |          
|                        |  | 2010                 |           |   | 2009 |  |           | 2008 | 
|Expected dividends      |  |                      | 0         |   |      |  | 0         |      |  |  | 0         |  
|Expected volatility     |  |                      | 65.7      | % |      |  | 92.1      | %    |  |  | 60.8      | %
|Risk-free interest rate |  |                      | 1.2       | % |      |  | 1.7       | %    |  |  | 3.3       | %
|Expected life           |  |                      | 1.4 years |   |      |  | 2.0 years |      |  |  | 1.2 years |  

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

Expected volatility reflects an average of
the implied and historical volatility rates. Management believed that a combination of market-based measures was the best available indicator of expected volatility.

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

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

Assumptions were reviewed each time there was a new grant or modification of a previous grant and would have been impacted by actual
fluctuation in our stock price, movements in market interest rates and option terms. The use of different assumptions produces a different fair value for the options granted or modified and impacts the amount of compensation expense recognized on
the consolidated statements of operations and comprehensive operations.



|2. | Financial Statement Effects of the Merger
|-- | -----------------------------------------

Purchase Price Allocation

The Merger has been accounted for under the
purchase method of accounting, whereby the purchase price of the transaction was allocated to our identifiable assets acquired and liabilities assumed based upon their fair values. The estimates of the fair values recorded were determined based on
the fair value measurement principles (see Note 12  Fair Values of Assets and Liabilities for additional information) and reflect significant assumptions and judgments. Material valuation inputs for our finance receivables included
adjustments to monthly principal and finance charge cash flows for prepayments and credit loss expectations; servicing expenses; and discount rates developed based on the relative risk of the cash flows which considered loan type, market rates as of
our valuation date, credit loss expectations and capital structure. Certain assumptions and judgments that were considered to be appropriate at the acquisition date may prove to be incorrect if market conditions change.

The results of the purchase price allocation included an increase in the total carrying value of net finance receivables, medium term
note facility payable, Wachovia funding facilities payable, securitization notes payable, deferred tax assets and uncertain tax positions as well as intangible assets. Management believes all material intangible assets have been identified.

The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The
goodwill amount was $1,112.3 million.



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In accordance with the accounting for goodwill, goodwill is not amortized to net income, but
is required to be tested for impairment at least annually. See Note 2  Financial Statement Effects of the Merger for additional information of the purchase price allocation.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on October 1, 2010 (in
thousands):



|                                               |  |   |            | 
|---------------------------------------------- |  | - | ---------- | 
|Assets:                                        |  |   |           
|Cash and cash equivalents                      |  | $ | 537,529    | 
|Restricted cash  securitization notes payable |  |   | 975,942    | 
|Restricted cash  credit facilities            |  |   | 134,468    | 
|Finance receivables                            |  |   | 8,230,743  | 
|Property and equipment                         |  |   | 46,874     | 
|Leased vehicles                                |  |   | 53,507     | 
|Other assets                                   |  |   | 271,887    | 
|Intangibles:                                   |  |   |            | 
|Dealer network                                 |  |   | 3,100      | 
|Trade name                                     |  |   | 2,000      | 
|Credit scoring assessment process              |  |   | 1,900      | 
|Goodwill                                       |  |   | 1,112,284  | 
|                                               |  |   |            | 
|Total assets                                   |  |   | 11,370,234 | 
|                                               |  |   |            | 
|                                               | 
|Liabilities:                                   |  |   |           
|Credit facilities                              |  |   | 621,099    | 
|Senior notes                                   |  |   | 72,430     | 
|Convertible senior notes                       |  |   | 461,708    | 
|Securitization notes payable                   |  |   | 6,408,628  | 
|Other liabilities                              |  |   | 352,452    | 
|                                               |  |   |            | 
|Total liabilities                              |  |   | 7,916,317  | 
|                                               |  |   |            | 
|Purchase price                                 |  | $ | 3,453,917  | 
|                                               |  |   |            | 



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|3. | Transition Period Financial Information (dollars in thousands, except per share data):
|-- | --------------------------------------------------------------------------------------



|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|---------------------------------------------------------- |  | ------------------------------------------------- | ---------- | - |  |  |  | ----------------------------------------------- |  | - | ------------------------------------------------- | - |  | ----------------------------------------------- | ----------- | - |  | - | ----------- | -
|                                                           |  | Successor                                         |            |   |  |  |  | Predecessor                                     | 
|                                                           |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |            |   |  |  |  | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |   | Period FromOctober 1, 2009ThroughDecember 31,2009 |   |  | Period FromJuly 1, 2009ThroughSeptember 30,2009 |            
|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   | (unaudited)                                       |  
|Statements of Operations and ComprehensiveOperations Data: |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Revenue                                                    |  | $                                                 | 281,171    |   |  |  |  |                                                 |  | $ | 372,624                                           |   |  | $                                               | 386,755     |   |  | $ | 413,284     |  
|Costs and expenses                                         |  |                                                   | 151,905    |   |  |  |  |                                                 |  |   | 281,988                                           |   |  |                                                 | 314,540     |   |  |   | 367,034     |  
|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Income before income taxes                                 |  |                                                   | 129,266    |   |  |  |  |                                                 |  |   | 90,636                                            |   |  |                                                 | 72,215      |   |  |   | 46,250      |  
|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Income tax provision                                       |  |                                                   | 54,633     |   |  |  |  |                                                 |  |   | 39,336                                            |   |  |                                                 | 26,186      |   |  |   | 20,489      |  
|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Net income                                                 |  |                                                   | 74,633     |   |  |  |  |                                                 |  |   | 51,300                                            |   |  |                                                 | 46,029      |   |  |   | 25,761      |  
|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Other comprehensive income                                 |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Unrealized (losses) gains on cash flow hedges              |  |                                                   | (412       | ) |  |  |  |                                                 |  |   | 6,255                                             |   |  |                                                 | 17,087      |   |  |   | 7,411       |  
|Foreign currency translation adjustment                    |  |                                                   | 1,819      |   |  |  |  |                                                 |  |   | 2,055                                             |   |  |                                                 | 1,344       |   |  |   | 6,924       |  
|Income tax provision (benefit)                             |  |                                                   | 151        |   |  |  |  |                                                 |  |   | (3,027                                            | ) |  |                                                 | (6,701      | ) |  |   | (5,176      | )
|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Other comprehensive income                                 |  |                                                   | 1,558      |   |  |  |  |                                                 |  |   | 5,283                                             |   |  |                                                 | 11,730      |   |  |   | 9,159       |  
|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Comprehensive income                                       |  | $                                                 | 76,191     |   |  |  |  |                                                 |  | $ | 56,583                                            |   |  | $                                               | 57,759      |   |  | $ | 34,920      |  
|                                                           |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Per Share Data:                                            |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Earnings per share                                         |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Basic                                                      |  |                                                   | (a         | ) |  |  |  |                                                 |  | $ | 0.38                                              |   |  | $                                               | 0.34        |   |  | $ | 0.19        |  
|Diluted                                                    |  |                                                   | (a         | ) |  |  |  |                                                 |  | $ | 0.37                                              |   |  | $                                               | 0.33        |   |  | $ | 0.19        |  
|Weighted average shares                                    |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Basic                                                      |  |                                                   | (a         | ) |  |  |  |                                                 |  |   | 135,232,827                                       |   |  |                                                 | 133,492,069 |   |  |   | 133,229,960 |  
|Diluted                                                    |  |                                                   | (a         | ) |  |  |  |                                                 |  |   | 140,302,755                                       |   |  |                                                 | 137,630,694 |   |  |   | 136,083,460 |  
|Balance Sheet Data:                                        |  |                                                   |            |   |  |  |  |                                                 |  |   |                                                   |   |  |                                                 |             |   |  |   |             |  
|Total assets                                               |  | $                                                 | 10,918,738 |   |  |  |  |                                                 |  | $ | 10,107,410                                        |   |  | $                                               | 10,289,504  |   |  | $ | 11,215,732  |  
|Total liabilities                                          |  |                                                   | 7,388,630  |   |  |  |  |                                                 |  |   | 7,656,789                                         |   |  |                                                 | 8,071,112   |   |  |   | 9,065,459   |  
|Total shareholders equity                                 |  |                                                   | 3,530,108  |   |  |  |  |                                                 |  |   | 2,450,621                                         |   |  |                                                 | 2,218,392   |   |  |   | 2,150,273   |  



|(a) | As a result of the Merger, our common stock is no longer publicly traded and earnings per share is no longer required.
|--- | ----------------------------------------------------------------------------------------------------------------------



|4. | Goodwill
|-- | --------

As noted above
in Note 1  Summary of Significant Accounting Policies - Purchase Accounting, the Merger with GM resulted in goodwill attributable to the difference between the excess of the purchase price over the fair value of the assets and
liabilities acquired. See Note 2  Financial Statement Effects of the Merger for details of the purchase price allocation.

On January 1, 2007, we acquired the stock of Long Beach Acceptance Corporation (LBAC). The total consideration in the all-cash transaction, including transaction costs, was approximately
$287.7 million. We initially recorded goodwill of approximately $196.8 million, all of which is deductible for federal income tax purposes. On May 1, 2006, we acquired the stock of Bay View Acceptance Corporation (BVAC). The total
consideration in the all-cash transaction, including transaction costs, was approximately $64.6 million. We initially recorded goodwill of approximately $14.4 million, which is not deductible for federal income tax purposes. Our annual goodwill
impairment analysis performed during the fourth quarter of the year ended June 30, 2008 resulted in the determination that the Predecessor goodwill was fully impaired.



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A summary of changes to goodwill is as follows (in thousands):



|                                   |  |                                   |           |  |  |              |  |             |              |   |  |              |  |   |  |  |  |   |          |  
|---------------------------------- |  | --------------------------------- | --------- |  |  | ------------ |  | ----------- | ------------ | - |  | ------------ |  | - |  |  |  | - | -------- | -
|                                   |  | Successor                         |           |  |  |              |  | Predecessor |             
|                                   |  | Three MonthsEndedDecember 31,2010 |           |  |  |              |  | Years Ended |             
|                                   |  |                                   |           |  |  | June 30,2010 |  |             | June 30,2009 |   |  | June 30,2008 | 
|Balance at beginning of the period |  | $                                 | 1,112,284 |  |  |              |  |             |              |   |  |              |  |   |  |  |  | $ | 208,435  |  
|Adjustments to goodwill            |  |                                   |           |  |  |              |  |             |              |   |  |              |  |   |  |  |  |   | 4,160    |  
|Impairment                         |  |                                   |           |  |  |              |  |             |              |   |  |              |  |   |  |  |  |   | (212,595 | )
|                                   |  |                                   |           |  |  |              |  |             |              |   |  |              |  |   |  |  |  |   |          |  
|Balance at end of the period       |  | $                                 | 1,112,284 |  |  |              |  |             |              | $ |  |              |  | $ |  |  |  | $ |          |  
|                                   |  |                                   |           |  |  |              |  |             |              |   |  |              |  |   |  |  |  |   |          |  



|5. | Finance Receivables
|-- | -------------------

Finance receivables consist of the following (in thousands):



|                                     |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|------------------------------------ |  | ---------------- | --------- | - |  |  |  | ------------ |  | - | ------------ | - |  | - | ---------- | -
|                                     |  | Successor        |           |   |  |  |  | Predecessor  | 
|                                     |  | December 31,2010 |           |   |  |  |  | June 30,2010 |  |   | June 30,2009 |  
|Pre-acquisition finance receivables  |  | $                | 7,724,188 |   |  |  |  |              |  | $ | 8,733,518    |   |  | $ | 10,927,969 |  
|Post-acquisition finance receivables |  |                  | 923,713   |   |  |  |  |              |  |   |              |   |  |   |            |  
|                                     |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|                                     |  |                  | 8,647,901 |   |  |  |  |              |  |   | 8,733,518    |   |  |   | 10,927,969 |  
|Add finance receivables premium      |  |                  | 423,556   |   |  |  |  |              |  |   |              |   |  |   |            |  
|Less non-accretable discount:        |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|Pre-acquisition finance receivables  |  |                  | (847,781  | ) |  |  |  |              |  |   |              |   |  |   |            |  
|Less allowance for loan losses:      |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|Post-acquisition finance receivables |  |                  | (26,352   | ) |  |  |  |              |  |   |              |   |  |   |            |  
|Pre-acquisition finance receivables  |  |                  |           |   |  |  |  |              |  |   | (573,310     | ) |  |   | (890,640   | )
|                                     |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  
|                                     |  | $                | 8,197,324 |   |  |  |  |              |  | $ | 8,160,208    |   |  | $ | 10,037,329 |  
|                                     |  |                  |           |   |  |  |  |              |  |   |              |   |  |   |            |  

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



|                                         |  |                                                   |           |   |  |  |      |                                                 |  |      |                     |   |      |   |            |   |  |   |            |   |  |   |            |  
|---------------------------------------- |  | ------------------------------------------------- | --------- | - |  |  | ---- | ----------------------------------------------- |  | ---- | ------------------- | - | ---- | - | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                         |  | Successor                                         |           |   |  |  |      | Predecessor                                     | 
|                                         |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |           |   |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | Years
EndedJune 30, |  
|                                         |  |                                                   |           |   |  |  | 2010 |                                                 |  | 2009 |                     |   | 2008 |  
|Balance at beginning of period           |  | $                                                 | 8,698,018 |   |  |  |      |                                                 |  | $    | 8,733,518           |   |      | $ | 10,927,969 |   |  | $ | 14,981,412 |   |  | $ | 15,922,458 |  
|Loans purchased                          |  |                                                   | 934,812   |   |  |  |      |                                                 |  |      | 959,004             |   |      |   | 2,137,620  |   |  |   | 1,285,091  |   |  |   | 6,075,412  |  
|Loans purchased from gain on sale Trusts |  |                                                   |           |   |  |  |      |                                                 |  |      |                     |   |      |   |            |   |  |   |            |   |  |   | 18,401     |  
|Charge-offs                              |  |                                                   | (221,046  | ) |  |  |      |                                                 |  |      | (217,520            | ) |      |   | (1,249,298 | ) |  |   | (1,659,099 | ) |  |   | (1,670,353 | )
|Principal collections and other          |  |                                                   | (763,883  | ) |  |  |      |                                                 |  |      | (799,427            | ) |      |   | (3,082,773 | ) |  |   | (3,679,435 | ) |  |   | (5,364,506 | )
|                                         |  |                                                   |           |   |  |  |      |                                                 |  |      |                     |   |      |   |            |   |  |   |            |   |  |   |            |  
|Balance at end of period                 |  | $                                                 | 8,647,901 |   |  |  |      |                                                 |  | $    | 8,675,575           |   |      | $ | 8,733,518  |   |  | $ | 10,927,969 |   |  | $ | 14,981,412 |  
|                                         |  |                                                   |           |   |  |  |      |                                                 |  |      |                     |   |      |   |            |   |  |   |            |   |  |   |            |  

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.



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The accrual of finance charge income has been suspended on $491.4 million, $491.2 million
and $667.3 million of delinquent finance receivables as of December 31, 2010, June 30, 2010 and 2009, respectively.

Finance contracts are purchased by us from auto dealers without recourse, and accordingly, the dealer 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 accretion of
acquisition fees to finance charge income using the effective interest method.

A summary of the finance receivables premium
is as follows (in thousands):



|                               |  |                                                   |         |  
|------------------------------ |  | ------------------------------------------------- | ------- | -
|                               |  | Successor                                         |        
|                               |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |        
|Balance at beginning of period |  | $                                                 | 500,648 |  
|Accretion of premium           |  |                                                   | (77,092 | )
|                               |  |                                                   |         |  
|Balance at end of period       |  | $                                                 | 423,556 |  
|                               |  |                                                   |         |  

A summary of the non-accretable discount is as follows (in thousands):



|                               |  |                                                   |          |  
|------------------------------ |  | ------------------------------------------------- | -------- | -
|                               |  | Successor                                         |         
|                               |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |         
|Balance at beginning of period |  | $                                                 | 967,923  |  
|Recoveries                     |  |                                                   | 100,904  |  
|Charge-offs                    |  |                                                   | (221,046 | )
|                               |  |                                                   |          |  
|Balance at end of period       |  | $                                                 | 847,781  |  
|                               |  |                                                   |          |  

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



|                               |  |                                                   |        |  |  |  |               |                                                 |  |               |             |   |  |   |            |   |  |   |            |  
|------------------------------ |  | ------------------------------------------------- | ------ |  |  |  | ------------- | ----------------------------------------------- |  | ------------- | ----------- | - |  | - | ---------- | - |  | - | ---------- | -
|                               |  | Successor                                         |        |  |  |  |               | Predecessor                                     | 
|                               |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |        |  |  |  |               | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |               | Years Ended |  
|                               |  |                                                   |        |  |  |  | June 30, 2010 |                                                 |  | June 30, 2009 |            
|Balance at beginning of period |  |                                                   |        |  |  |  |               |                                                 |  | $             | 573,310     |   |  | $ | 890,640    |   |  | $ | 951,113    |  
|Provision for loan losses      |  | $                                                 | 26,352 |  |  |  |               |                                                 |  |               | 74,618      |   |  |   | 388,058    |   |  |   | 972,381    |  
|Recoveries                     |  |                                                   |        |  |  |  |               |                                                 |  |               | 98,081      |   |  |   | 543,910    |   |  |   | 626,245    |  
|Charge-offs                    |  |                                                   |        |  |  |  |               |                                                 |  |               | (217,520    | ) |  |   | (1,249,298 | ) |  |   | (1,659,099 | )
|                               |  |                                                   |        |  |  |  |               |                                                 |  |               |             |   |  |   |            |   |  |   |            |  
|Balance at end of period       |  | $                                                 | 26,352 |  |  |  |               |                                                 |  | $             | 528,489     |   |  | $ | 573,310    |   |  | $ | 890,640    |  
|                               |  |                                                   |        |  |  |  |               |                                                 |  |               |             |   |  |   |            |   |  |   |            |  



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Credit Risk

A summary of the credit risk profile by FICO score band of the finance receivables, determined at origination, is as follows (in thousands):



|                            |  |                  |           |  |  |  |  |              |  |   |              |  |  |   |            | 
|--------------------------- |  | ---------------- | --------- |  |  |  |  | ------------ |  | - | ------------ |  |  | - | ---------- | 
|                            |  | Successor        |           |  |  |  |  | Predecessor  | 
|                            |  | December 31,2010 |           |  |  |  |  | June 30,2010 |  |   | June 30,2009 | 
|FICO Score less than 540    |  | $                | 1,328,011 |  |  |  |  |              |  | $ | 1,182,646    |  |  | $ | 1,374,459  | 
|FICO Score 540 to 599       |  |                  | 3,395,736 |  |  |  |  |              |  |   | 3,182,866    |  |  |   | 3,643,157  | 
|FICO Score 600 to 659       |  |                  | 2,757,771 |  |  |  |  |              |  |   | 2,934,690    |  |  |   | 3,760,471  | 
|FICO Score greater than 660 |  |                  | 1,166,383 |  |  |  |  |              |  |   | 1,433,316    |  |  |   | 2,149,882  | 
|                            |  |                  |           |  |  |  |  |              |  |   |              |  |  |   |            | 
|Balance at end of period    |  | $                | 8,647,901 |  |  |  |  |              |  | $ | 8,733,518    |  |  | $ | 10,927,969 | 
|                            |  |                  |           |  |  |  |  |              |  |   |              |  |  |   |            | 

Delinquency

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. 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):



|                      |  |                   |         |  |         |  |     |               |  |  |               |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  
|--------------------- |  | ----------------- | ------- |  | ------- |  | --- | ------------- |  |  | ------------- |  |  | ------- | ------- |  | ------ |  | --- | ------- |  | - | --------- |  |  |  | ---- | -
|                      |  | Successor         |         |  |         |  |     | Predecessor   | 
|                      |  | December 31, 2010 |         |  |         |  |     | June 30, 2010 |  |  | June 30, 2009 | 
|                      |  | Amount            |         |  | Percent |  |     |               |  |  | Amount        |  |  | Percent |         |  | Amount |  |     | Percent | 
|Delinquent contracts: |  |                   |         |  |         |  |     |               |  |  |               |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  
|31 to 60 days         |  | $                 | 535,263 |  |         |  | 6.2 | %             |  |  |               |  |  | $       | 542,655 |  |        |  | 6.2 | %       |  | $ | 753,086   |  |  |  | 6.9  | %
|Greater-than-60 days  |  |                   | 211,588 |  |         |  | 2.4 |               |  |  |               |  |  |         | 230,780 |  |        |  | 2.7 |         |  |   | 383,245   |  |  |  | 3.5  |  
|                      |  |                   |         |  |         |  |     |               |  |  |               |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  
|                      |  |                   | 746,851 |  |         |  | 8.6 |               |  |  |               |  |  |         | 773,435 |  |        |  | 8.9 |         |  |   | 1,136,331 |  |  |  | 10.4 |  
|In repossession       |  |                   | 28,076  |  |         |  | 0.3 |               |  |  |               |  |  |         | 31,457  |  |        |  | 0.4 |         |  |   | 49,280    |  |  |  | 0.5  |  
|                      |  |                   |         |  |         |  |     |               |  |  |               |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  
|                      |  | $                 | 774,927 |  |         |  | 8.9 | %             |  |  |               |  |  | $       | 804,892 |  |        |  | 9.3 | %       |  | $ | 1,185,611 |  |  |  | 10.9 | %
|                      |  |                   |         |  |         |  |     |               |  |  |               |  |  |         |         |  |        |  |     |         |  |   |           |  |  |  |      |  



|6. | Securitizations
|-- | ---------------

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



|                                 |  |                                               |         |  |  |  |  |                                             |  |   |                      |  |  |      |           |  |      |   |           |  |  |   |           | 
|-------------------------------- |  | --------------------------------------------- | ------- |  |  |  |  | ------------------------------------------- |  | - | -------------------- |  |  | ---- | --------- |  | ---- | - | --------- |  |  | - | --------- | 
|                                 |  | Successor                                     |         |  |  |  |  | Predecessor                                 | 
|                                 |  | Period FromOctober 1, 2010ThroughDecember 31, |         |  |  |  |  | Period FromJuly 1, 2010ThroughSeptember 30, |  |   | Years Ended June 30, | 
|                                 |  | 2010                                          |         |  |  |  |  | 2010                                        |  |   | 2010                 |  |  | 2009 |           |  | 2008 |  
|Receivables securitized          |  | $                                             | 742,708 |  |  |  |  |                                             |  | $ | 1,164,267            |  |  | $    | 2,843,308 |  |      | $ | 1,289,082 |  |  | $ | 4,634,083 | 
|Net proceeds from securitization |  |                                               | 700,000 |  |  |  |  |                                             |  |   | 1,050,000            |  |  |      | 2,352,493 |  |      |   | 1,000,000 |  |  |   | 4,250,000 | 
|Servicing fees:                  |  |                                               |         |  |  |  |  |                                             |  |   |                      |  |  |      |           |  |      |   |           |  |  |   |           | 
|Sold                             |  |                                               |         |  |  |  |  |                                             |  |   |                      |  |  |      |           |  |      |   | 28        |  |  |   | 168       | 
|Variable interest entities(a)    |  |                                               | 46,229  |  |  |  |  |                                             |  |   | 43,663               |  |  |      | 196,304   |  |      |   | 237,471   |  |  |   | 306,949   | 
|Distributions from Trusts:       |  |                                               |         |  |  |  |  |                                             |  |   |                      |  |  |      |           |  |      |   |           |  |  |   |           | 
|Sold                             |  |                                               |         |  |  |  |  |                                             |  |   |                      |  |  |      |           |  |      |   |           |  |  |   | 7,466     | 
|Variable interest entities       |  |                                               | 216,004 |  |  |  |  |                                             |  |   | 110,930              |  |  |      | 424,161   |  |      |   | 429,457   |  |  |   | 668,510   | 



|(a) | Cash flows received for servicing securitizations consolidated as VIEs are included in finance charge income on the consolidated statements of operations and
comprehensive operations.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We retain servicing responsibilities for receivables transferred to the Trusts. Included in
finance charge income is a monthly base servicing fee earned on the outstanding principal balance of our securitized receivables and supplemental fees (such as late charges) for servicing the receivables.

As of December 31, 2010, and June 30, 2010 and 2009, we were servicing $7.2 billion, $7.2 billion and $8.4 billion,
respectively, of finance receivables that have been transferred to securitization Trusts.

In April 2008, we entered into a
one year, $2 billion forward purchase commitment agreement with Deutsche Bank (Deutsche). Under this agreement and subject to certain terms, Deutsche committed to purchase triple-A rated asset-backed securities issued by our AmeriCredit
Automobile Receivables Trust (AMCAR) securitization platform in registered public offerings. We paid $20.0 million of upfront commitment fees and issued a warrant to purchase up to 7.5 million shares of our common stock valued at
$48.9 million in connection with the agreement. We utilized $752.8 million of the commitment in conjunction with the execution of our AMCAR 2008-1 and 2008-2 transactions. Effective December 19, 2008, we entered into a letter agreement with
Deutsche whereby the parties mutually agreed to terminate the forward purchase commitment agreement. The remaining unamortized warrant costs of $14.3 million and unamortized commitment fees of $5.8 million at the termination date were charged to
interest expense during fiscal 2009. See Note 14  Common Stock and Warrants for a discussion of warrants issued by us in connection with this transaction.

In September 2008, we entered into agreements with Wachovia Capital Markets, LLC and Wachovia Bank, National Association (together, Wachovia), to establish two funding facilities under which
Wachovia would provide total funding of $117.7 million, during the original one year term of the facilities, secured by asset-backed securities as collateral. In conjunction with our AMCAR 2008-1 transaction, we obtained funding under these
facilities of $48.9 million by pledging double-A rated asset-backed securities (the Class B Notes) as collateral and $68.8 million by pledging single-A rated asset-backed securities (the Class C Notes) as collateral. Under
these funding facilities, we retained the Class B Notes and the Class C Notes issued in the transaction and then sold the retained notes to a special purpose subsidiary, which in turn pledged such retained notes as collateral to secure the funding
under the two facilities. The facilities were renewed for another one year term in September 2010. At the end of the one year term, the facilities, if not renewed, will amortize in accordance with the securitization transaction until paid off. We
paid $1.9 million of upfront commitment fees and issued a warrant to purchase up to 1.0 million shares of our common stock valued at $8.3 million in connection with these facilities, which were amortized to interest expense over the original
one year term of the facilities. See Note 14  Common Stock and Warrants for a discussion of warrants issued by us in connection with this transaction.

In November 2008, we entered into a purchase agreement with Fairholme Funds Inc. (Fairholme) under which Fairholme purchased $123.2 million of asset-backed securities, consisting of $50.6
million of Class B Notes and $72.6 million of Class C Notes in the AMCAR 2008-2 transaction. See Note 10  Senior Notes and Convertible Senior Notes for discussion of other transactions with Fairholme.



|7. | 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. Through December 31, 2010, we have received distributions from the Reserve Fund representing approximately $0.99 per share in
total distributions.



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|8. | Credit Facilities
|-- | -----------------

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



|                               |  |                  |         |  |  |  |  |              |  |   |              |  |  |   |           | 
|------------------------------ |  | ---------------- | ------- |  |  |  |  | ------------ |  | - | ------------ |  |  | - | --------- | 
|                               |  | Successor        |         |  |  |  |  | Predecessor  | 
|                               |  | December 31,2010 |         |  |  |  |  | June 30,2010 |  |   | June 30,2009 | 
|Medium term note facility(a)   |  | $                | 490,126 |  |  |  |  |              |  | $ | 598,946      |  |  | $ | 750,000   | 
|Syndicated warehouse facility  |  |                  | 278,006 |  |  |  |  |              |  |   |              |  |  |   | 569,756   | 
|Wachovia funding facilities(a) |  |                  | 63,670  |  |  |  |  |              |  |   |              |  |  |   |           | 
|Prime/Near prime facility      |  |                  |         |  |  |  |  |              |  |   |              |  |  |   | 250,377   | 
|Lease warehouse facility       |  |                  |         |  |  |  |  |              |  |   |              |  |  |   | 60,000    | 
|                               |  |                  |         |  |  |  |  |              |  |   |              |  |  |   |           | 
|                               |  | $                | 831,802 |  |  |  |  |              |  | $ | 598,946      |  |  | $ | 1,630,133 | 
|                               |  |                  |         |  |  |  |  |              |  |   |              |  |  |   |           | 



|(a) | Included in the amount outstanding as of December 31, 2010, are accounting adjustments of $0.8 million on the medium term note facility and $1.5 million on the
Wachovia funding facilities that will be amortized into interest expense over the life of the debt.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



|                                  |  |                |           |  |                     |   |         |                           |  |   |                          |  |  |   |         | 
|--------------------------------- |  | -------------- | --------- |  | ------------------- | - | ------- | ------------------------- |  | - | ------------------------ |  |  | - | ------- | 
|Facility                          |  | FacilityAmount |           |  | AdvancesOutstanding |   |         | FinanceReceivablesPledged |  |   | RestrictedCashPledged(e) | 
|Syndicated warehouse facility(a): |  | $              | 1,300,000 |  |                     | $ | 278,006 |                           |  | $ | 409,137                  |  |  | $ | 8,299   | 
|GM revolving credit facility(b):  |  |                | 300,000   |  |                     |   |         |                           |  |   |                          |  |  |   |         | 
|Medium term note facility(c):     |  |                |           |  |                     |   | 490,126 |                           |  |   | 539,245                  |  |  |   | 94,628  | 
|Wachovia funding facilities(d):   |  |                |           |  |                     |   | 63,670  |                           |  |   |                          |  |  |   |         | 
|                                  |  |                |           |  |                     |   |         |                           |  |   |                          |  |  |   |         | 
|                                  |  |                |           |  |                     | $ | 831,802 |                           |  | $ | 948,382                  |  |  | $ | 102,927 | 
|                                  |  |                |           |  |                     |   |         |                           |  |   |                          |  |  |   |         | 



|(a) | In May 2012 when the revolving period ends and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the
receivables pledged until May 2013 when the remaining balance will be due and payable.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | On September 30, 2010, we entered into a six month unsecured revolving credit facility with General Motors Holdings LLC.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Advances under the Wachovia funding facilities are currently secured by $65.4 million of asset-backed securities issued in the AMCAR 2008-1 securitization
transaction. In accordance with the adoption of new accounting guidance regarding consolidation of VIEs, the Wachovia funding facilities were consolidated effective July 1, 2010. These facilities are amortizing in accordance with the
underlying securitization transaction.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | These amounts do not include cash collected on finance receivables pledged of $28.5 million which is also included in restricted cash  credit facilities on the
consolidated balance sheets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our syndicated warehouse and medium term note 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



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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 generally bear interest at commercial paper, London Interbank
Offered Rates (LIBOR) or prime rates plus a credit spread and specified fees depending upon the source of funds provided by the agents. We are required to hold certain funds in restricted cash accounts to provide additional collateral
for borrowings under these credit facilities.

Our credit facilities, other than the GM revolving credit facility, contain
various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of
these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable,
enforce their interests against collateral pledged under these agreements or, with respect to the syndicated warehouse facility, restrict our ability to obtain additional borrowings. As of December 31, 2010, we were in compliance with all
covenants in our credit facilities.

On January 31, 2011, we entered into a $600 million warehouse leasing facility.

On February 17, 2011, we extended the maturity date of the syndicated warehouse facility to May 2012 and increased the
borrowing capacity to $2.0 billion from $1.3 billion.

Debt issuance costs of $0.1 million as of December 31, 2010, which
are included in other assets on the consolidated balance sheets, are being amortized to interest expense over the expected term of the credit facilities. Debt issuance costs, which were $8.3 million and $16.1 million, and were included in other
assets on the consolidated balance sheets as of June 30, 2010 and 2009, respectively, were eliminated at October 1, 2010 in connection with purchase accounting for the Merger.



|9. | Securitization Notes Payable
|-- | ----------------------------

Securitization notes payable represents debt issued by us in securitization transactions. In connection with the Merger, we recorded a finance receivables premium of $132.8 million that is being amortized
to interest expense over the expected term of the notes. At December 31, 2010, unamortized finance receivables premium of $107.1 million is included in securitization notes payable on the consolidated balance sheets. Debt issuance costs of $3.8
million, as of December 31, 2010, which are included in other assets on the consolidated balance sheets, are being amortized to interest expense over the expected term of securitization notes payable. Unamortized costs, which were $19.7 million
and $13.9 million and were included in other assets on the consolidated balance sheets as of June 30, 2010 and 2009, respectively, were eliminated at October 1, 2010 in connection with purchase accounting for the Merger.



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Securitization notes payable consists of the following (dollars in thousands):



|                            |  |                 |                |  |                    |   |            |                                     |  |  |                    |   |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   |           | 
|--------------------------- |  | --------------- | -------------- |  | ------------------ | - | ---------- | ----------------------------------- |  |  | ------------------ | - |  | ------------------------------ | --------- |  | -------------------------- | - | --------- | -------------------------- |  | - | --------- |  |  | - | --------- | 
|Transaction                 |  | MaturityDate(c) |                |  | OriginalNoteAmount |   |            | OriginalWeightedAverageInterestRate |  |  | ReceivablesPledged |   |  | NoteBalance
atDecember 31,2010 |           |  | NoteBalance
atJune 30,2010 |   |           | NoteBalance
atJune 30,2009 | 
|2004-D-F                    |  |                 | July 2011      |  |                    | $ | 750,000    |                                     |  |  | 3.1                | % |  |                                |           |  |                            |   |           |                            |  |   |           |  |  | $ | 48,301    | 
|2005-A-X                    |  |                 | October 2011   |  |                    |   | 900,000    |                                     |  |  | 3.7                | % |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   | 72,264    | 
|2005-1                      |  |                 | May 2011       |  |                    |   | 750,000    |                                     |  |  | 4.5                | % |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   | 57,059    | 
|2005-B-M                    |  |                 | May 2012       |  |                    |   | 1,350,000  |                                     |  |  | 4.1                | % |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   | 159,428   | 
|2005-C-F                    |  |                 | June 2012      |  |                    |   | 1,100,000  |                                     |  |  | 4.5                | % |  |                                |           |  |                            |   |           |                            |  | $ | 69,967    |  |  |   | 160,112   | 
|2005-D-A                    |  |                 | November 2012  |  |                    |   | 1,400,000  |                                     |  |  | 4.9                | % |  |                                |           |  |                            |   |           |                            |  |   | 118,645   |  |  |   | 245,084   | 
|2006-1                      |  |                 | May 2013       |  |                    |   | 945,000    |                                     |  |  | 5.3                | % |  | $                              | 68,210    |  |                            | $ | 53,452    |                            |  |   | 83,724    |  |  |   | 162,775   | 
|2006-R-M                    |  |                 | January 2014   |  |                    |   | 1,200,000  |                                     |  |  | 5.4                | % |  |                                | 194,508   |  |                            |   | 175,803   |                            |  |   | 253,467   |  |  |   | 452,604   | 
|2006-A-F                    |  |                 | September 2013 |  |                    |   | 1,350,000  |                                     |  |  | 5.6                | % |  |                                | 158,762   |  |                            |   | 144,815   |                            |  |   | 209,606   |  |  |   | 371,300   | 
|2006-B-G                    |  |                 | September 2013 |  |                    |   | 1,200,000  |                                     |  |  | 5.2                | % |  |                                | 178,570   |  |                            |   | 163,510   |                            |  |   | 227,503   |  |  |   | 386,480   | 
|2007-A-X                    |  |                 | October 2013   |  |                    |   | 1,200,000  |                                     |  |  | 5.2                | % |  |                                | 224,035   |  |                            |   | 205,267   |                            |  |   | 276,588   |  |  |   | 447,945   | 
|2007-B-F                    |  |                 | December 2013  |  |                    |   | 1,500,000  |                                     |  |  | 5.2                | % |  |                                | 333,997   |  |                            |   | 307,137   |                            |  |   | 410,193   |  |  |   | 650,889   | 
|2007-1                      |  |                 | March 2016     |  |                    |   | 1,000,000  |                                     |  |  | 5.4                | % |  |                                | 188,180   |  |                            |   | 192,991   |                            |  |   | 263,468   |  |  |   | 430,801   | 
|2007-C-M                    |  |                 | April 2014     |  |                    |   | 1,500,000  |                                     |  |  | 5.5                | % |  |                                | 401,602   |  |                            |   | 369,511   |                            |  |   | 481,155   |  |  |   | 742,002   | 
|2007-D-F                    |  |                 | June 2014      |  |                    |   | 1,000,000  |                                     |  |  | 5.5                | % |  |                                | 291,991   |  |                            |   | 268,542   |                            |  |   | 347,913   |  |  |   | 539,020   | 
|2007-2-M                    |  |                 | March 2016     |  |                    |   | 1,000,000  |                                     |  |  | 5.3                | % |  |                                | 274,748   |  |                            |   | 266,267   |                            |  |   | 347,739   |  |  |   | 535,200   | 
|2008-A-F                    |  |                 | October 2014   |  |                    |   | 750,000    |                                     |  |  | 6.0                | % |  |                                | 334,907   |  |                            |   | 268,546   |                            |  |   | 343,753   |  |  |   | 518,835   | 
|2008-1(a)                   |  |                 | January 2015   |  |                    |   | 500,000    |                                     |  |  | 8.7                | % |  |                                | 279,503   |  |                            |   | 79,320    |                            |  |   | 221,952   |  |  |   | 388,355   | 
|2008-2                      |  |                 | April 2015     |  |                    |   | 500,000    |                                     |  |  | 10.5               | % |  |                                | 296,430   |  |                            |   | 153,326   |                            |  |   | 230,803   |  |  |   | 400,108   | 
|2009-1                      |  |                 | January 2016   |  |                    |   | 725,000    |                                     |  |  | 7.5                | % |  |                                | 537,969   |  |                            |   | 364,533   |                            |  |   | 450,998   |  |  |   |           | 
|2009-1 (APART)              |  |                 | July 2017      |  |                    |   | 227,493    |                                     |  |  | 2.7                | % |  |                                | 177,203   |  |                            |   | 129,828   |                            |  |   | 163,350   |  |  |   |           | 
|2010-1                      |  |                 | July 2017      |  |                    |   | 600,000    |                                     |  |  | 3.7                | % |  |                                | 503,809   |  |                            |   | 413,562   |                            |  |   | 511,583   |  |  |   |           | 
|2010-A                      |  |                 | July 2017      |  |                    |   | 200,000    |                                     |  |  | 3.1                | % |  |                                | 193,320   |  |                            |   | 152,943   |                            |  |   | 187,162   |  |  |   |           | 
|2010-2                      |  |                 | June 2016      |  |                    |   | 600,000    |                                     |  |  | 3.8                | % |  |                                | 515,730   |  |                            |   | 464,029   |                            |  |   | 583,210   |  |  |   |           | 
|2010-B                      |  |                 | November 2017  |  |                    |   | 200,000    |                                     |  |  | 2.2                | % |  |                                | 213,433   |  |                            |   | 175,722   |                            |  |   |           |  |  |   |           | 
|2010-3                      |  |                 | January 2018   |  |                    |   | 850,000    |                                     |  |  | 2.5                | % |  |                                | 881,174   |  |                            |   | 799,002   |                            |  |   |           |  |  |   |           | 
|2010-4                      |  |                 | November 2016  |  |                    |   | 700,000    |                                     |  |  | 2.5                | % |  |                                | 706,723   |  |                            |   | 677,556   |                            |  |   |           |  |  |   |           | 
|BV2005-LJ-1(b)              |  |                 | May 2012       |  |                    |   | 232,100    |                                     |  |  | 5.1                | % |  |                                | 5,905     |  |                            |   | 6,363     |                            |  |   | 11,271    |  |  |   | 26,800    | 
|BV2005-LJ-2(b)(d)           |  |                 | February 2014  |  |                    |   | 185,596    |                                     |  |  | 4.6                | % |  |                                | 7,607     |  |                            |   | 6,636     |                            |  |   | 11,467    |  |  |   | 26,668    | 
|BV2005-3(b)                 |  |                 | June 2014      |  |                    |   | 220,107    |                                     |  |  | 5.1                | % |  |                                | 13,969    |  |                            |   | 14,869    |                            |  |   | 22,359    |  |  |   | 43,065    | 
|LB2004-C(b)                 |  |                 | July 2011      |  |                    |   | 350,000    |                                     |  |  | 3.5                | % |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   | 23,543    | 
|LB2005-A(b)                 |  |                 | April 2012     |  |                    |   | 350,000    |                                     |  |  | 4.1                | % |  |                                |           |  |                            |   |           |                            |  |   | 15,708    |  |  |   | 41,040    | 
|LB2005-B(b)                 |  |                 | June 2012      |  |                    |   | 350,000    |                                     |  |  | 4.4                | % |  |                                |           |  |                            |   |           |                            |  |   | 22,293    |  |  |   | 53,157    | 
|LB2006-A(b)                 |  |                 | May 2013       |  |                    |   | 450,000    |                                     |  |  | 5.4                | % |  |                                | 35,618    |  |                            |   | 29,200    |                            |  |   | 49,638    |  |  |   | 97,058    | 
|LB2006-B(b)                 |  |                 | September 2013 |  |                    |   | 500,000    |                                     |  |  | 5.2                | % |  |                                | 56,305    |  |                            |   | 58,321    |                            |  |   | 83,194    |  |  |   | 148,167   | 
|LB2007-A                    |  |                 | January 2014   |  |                    |   | 486,000    |                                     |  |  | 5.0                | % |  |                                | 81,630    |  |                            |   | 80,078    |                            |  |   | 110,267   |  |  |   | 198,627   | 
|                            |  |                 |                |  |                    |   |            |                                     |  |  |                    |   |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   |           | 
|                            |  |                 |                |  |                    | $ | 27,121,296 |                                     |  |  |                    |   |  | $                              | 7,155,838 |  |                            | $ | 6,021,129 |                            |  |   |           |  |  |   |           | 
|                            |  |                 |                |  |                    |   |            |                                     |  |  |                    |   |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   |           | 
|Purchase accounting premium |  |                 |                |  |                    |   |            |                                     |  |  |                    |   |  |                                |           |  |                            |   | 107,088   |                            |  |   |           |  |  |   |           | 
|                            |  |                 |                |  |                    |   |            |                                     |  |  |                    |   |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   |           | 
|Total                       |  |                 |                |  |                    |   |            |                                     |  |  |                    |   |  |                                |           |  |                            | $ | 6,128,217 |                            |  | $ | 6,108,976 |  |  | $ | 7,426,687 | 
|                            |  |                 |                |  |                    |   |            |                                     |  |  |                    |   |  |                                |           |  |                            |   |           |                            |  |   |           |  |  |   |           | 



|(a) | Note balance does not include $65.4 million of asset-backed securities pledged to the Wachovia funding facilities, which were consolidated effective July 1,
2010.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Transactions relate to securitization Trusts acquired by us.
|--- | ------------------------------------------------------------

|(c) | 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. Expected principal payments are $2,961.4 million in fiscal 2011, $1,702.5 million in fiscal 2012, $659.4 million in fiscal 2013, $423.5 million in fiscal 2014, and $274.5 million in fiscal 2015.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Note balance does not include $1.4 million of asset-backed securities repurchased and retained by us.
|--- | -----------------------------------------------------------------------------------------------------



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At the time of securitization of finance receivables, we are required to pledge assets equal
to a specified percentage of the securitization pool to support the securitization transaction. Typically, the assets pledged consist of cash deposited to a restricted account and additional receivables delivered to the Trust, which create
overcollateralization. The securitization transactions require the percentage of assets pledged to support the transaction to increase until a specified level is attained. Excess cash flows generated by the Trusts are added to the restricted cash
account or used to pay down outstanding debt in the Trusts, creating overcollateralization until the targeted percentage level of assets has been reached. Once the targeted percentage level of assets is reached and maintained, excess cash flows
generated by the Trusts are released to us as distributions from Trusts. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of
the required percentage are also released to us as distributions from Trusts.

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.

Agreements with our financial guaranty insurance providers contain
additional specified targeted portfolio performance ratios that are higher than those described in the preceding paragraph. 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 declare the occurrence of an event of default and terminate our servicing rights to the receivables transferred to that Trust. As of December 31,
2010, no such servicing right termination events have occurred with respect to any of the Trusts formed by us.

During the six
months ended December 31, 2010, and during fiscal 2010, 2009 and 2008, we exceeded certain portfolio performance ratios in several AMCAR and LBAC 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.

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 redistributed to us over time as the securitization notes pay down.



|10. | Senior Notes and Convertible Senior Notes
|--- | -----------------------------------------

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



|                                     |  |                  |        |  |  |  |  |              |  |   |              |   |  |   |         |  
|------------------------------------ |  | ---------------- | ------ |  |  |  |  | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                     |  | Successor        |        |  |  |  |  | Predecessor  | 
|                                     |  | December 31,2010 |        |  |  |  |  | June 30,2010 |  |   | June 30,2009 |  
|8.5% Senior Notes (due in July 2015) |  | $                | 70,054 |  |  |  |  |              |  | $ | 70,620       |   |  | $ | 91,620  |  
|                                     |  |                  |        |  |  |  |  |              |  |   |              |   |  |   |         |  
|0.75% Convertible Senior Notes       |  |                  |        |  |  |  |  |              |  |   |              |   |  |   |         |  
|(due in September 2011)              |  |                  | 946    |  |  |  |  |              |  |   | 247,000      |   |  |   | 247,000 |  
|Debt discount(a)                     |  |                  |        |  |  |  |  |              |  |   | (17,645      | ) |  |   | (31,088 | )
|2.125% Convertible Senior Notes      |  |                  |        |  |  |  |  |              |  |   |              |   |  |   |         |  
|(due in September 2013)              |  |                  | 500    |  |  |  |  |              |  |   | 215,017      |   |  |   | 215,017 |  
|Debt discount(a)                     |  |                  |        |  |  |  |  |              |  |   | (30,304      | ) |  |   | (38,415 | )
|                                     |  |                  |        |  |  |  |  |              |  |   |              |   |  |   |         |  
|                                     |  | $                | 1,446  |  |  |  |  |              |  | $ | 414,068      |   |  | $ | 392,514 |  
|                                     |  |                  |        |  |  |  |  |              |  |   |              |   |  |   |         |  



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|(a) | Prior to the Merger, we had adopted guidance regarding the accounting for convertible debt instruments that may be settled in cash upon conversion (including partial
cash settlement). We separately accounted for the liability and equity components of the convertible senior notes due in September 2011 and 2013, retrospectively, based on our nonconvertible debt borrowing rate on the issuance date of approximately
7%. At issuance, the liability and equity components were $404.3 million and $145.7 million ($91.7 million net of deferred taxes), respectively. As a result of purchase accounting for the Merger, the debt discount that was being amortized
to interest expense over the expected term of the notes based on the effective interest method was eliminated.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



|                                                           |  |                                               |       |  |  |  |  |                                             |  |   |                      |  |  |      |        |  |      |   |        |  |  |   |        | 
|---------------------------------------------------------- |  | --------------------------------------------- | ----- |  |  |  |  | ------------------------------------------- |  | - | -------------------- |  |  | ---- | ------ |  | ---- | - | ------ |  |  | - | ------ | 
|                                                           |  | Successor                                     |       |  |  |  |  | Predecessor                                 | 
|                                                           |  | Period FromOctober 1, 2010ThroughDecember 31, |       |  |  |  |  | Period FromJuly 1, 2010ThroughSeptember 30, |  |   | Years Ended June 30, | 
|                                                           |  | 2010                                          |       |  |  |  |  | 2010                                        |  |   | 2010                 |  |  | 2009 |        |  | 2008 |  
|Premium/discount amortization                              |  |                                               |       |  |  |  |  |                                             |  | $ | 5,625                |  |  | $    | 21,554 |  |      | $ | 22,506 |  |  | $ | 22,062 | 
|Contractual interest                                       |  | $                                             | 1,184 |  |  |  |  |                                             |  |   | 1,605                |  |  |      | 6,421  |  |      |   | 7,379  |  |  |   | 7,906  | 
|                                                           |  |                                               |       |  |  |  |  |                                             |  |   |                      |  |  |      |        |  |      |   |        |  |  |   |        | 
|Total interest expense related to convertible senior notes |  | $                                             | 1,184 |  |  |  |  |                                             |  | $ | 7,230                |  |  | $    | 27,975 |  |      | $ | 29,885 |  |  | $ | 29,968 | 
|                                                           |  |                                               |       |  |  |  |  |                                             |  |   |                      |  |  |      |        |  |      |   |        |  |  |   |        | 

Unamortized debt issuance costs, which were $0.9 million and $1.4 million related to the senior notes and
$2.8 million and $4.2 million related to the convertible senior notes and were included in other assets on the consolidated balance sheets as of June 30, 2010 and 2009, respectively, were eliminated at October 1, 2010, as a result of the
purchase accounting for the Merger.

Senior Notes

Interest on the senior notes is payable semiannually. The notes will be redeemable, at our option, in whole or in part, at any time on or
after July 1, 2011, at specific redemption prices. The indenture pursuant to which the senior notes were issued contains certain restrictions including limitations on our ability to incur additional indebtedness, other than certain
collateralized indebtedness, pay cash dividends and repurchase common stock.

In November 2008, we issued 15,122,670 shares of
our common stock to Fairholme, in a non-cash transaction, in exchange for $108.4 million of our senior notes due 2015, held by Fairholme, at a price of $840 per $1,000 principal amount of the notes. We recognized a gain of $14.7 million, net of
transaction costs, on retirement of debt in the exchange. Fairholme and its affiliates held approximately 19.8% of our outstanding common stock prior to the issuance of these shares.

During fiscal 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 resulted in a gain on retirement of debt of $0.3 million.

As a result of the
Merger, the holders of the senior notes had the right to require us to repurchase some or all of their notes as provided in the indenture for such notes. The repurchase date for any notes tendered to us was December 3, 2010. The repurchase
price was 101% of the principal amount of the notes plus accrued interest. Accordingly, during the three months ended December 31, 2010, we repurchased $2.2 million of the senior notes.



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Convertible Senior Notes

Interest on the convertible senior notes is payable semiannually. Subject to certain conditions, the notes, which are uncollateralized,
were convertible prior to maturity into shares of our common stock at an initial conversion price of $28.07 per share and $30.51 per share for the notes due in 2011 and 2013, respectively. Upon conversion, the conversion value would have been paid
in: (i) cash equal to the principal amount of the notes and (ii) to the extent the conversion value would have exceeded the principal amount of the notes, shares of our common stock. The notes were convertible only in the following circumstances:
(i) if the closing sale price of our common stock exceeded 130% of the conversion price during specified periods set forth in the indentures under which the notes were issued, (ii) if the average trading price per $1,000 principal amount of the
notes was less than or equal to 98% of the average conversion value of the notes during specified periods set forth in the indentures under which the notes were issued or (iii) upon the occurrence of specific corporate transactions set forth in the
indentures under which the notes were issued. At June 30, 2010 and 2009, the if-converted value did not exceed the principal amount of the convertible senior notes.

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

We also sold warrants to purchase 9,796,408 shares of our common stock at $35.00 per
share and 9,012,713 shares of our common stock at $40.00 per share for the notes due in 2011 and 2013, respectively. In no event were we required to deliver a number of shares in connection with the exercise of these warrants in excess of twice the
aggregate number of shares initially issuable upon the exercise of the warrants.

We analyzed the conversion feature, call
option and warrant transactions regarding accounting for derivative financial instruments indexed to and potentially settled in a companys own stock and determined they met the criteria for classification as equity transactions. As a result,
both the cost of the call options and the proceeds of the warrants were reflected in additional paid-in capital in the Predecessor consolidated balance sheets, and we did not recognize subsequent changes in their fair value.

In connection with the Merger, the call options and warrants were terminated.

During fiscal 2009, we repurchased on the open market $28.0 million par value of our convertible senior notes due in 2011 at an average
price of 44.2% of the principal amount of the notes repurchased. We also repurchased $60.0 million par value of our convertible senior notes due in 2013 at an average price of 44.1% of the principal amount of the notes repurchased. In connection
with these repurchases, we recorded a gain on retirement of debt of $32.7 million.

As a result of the Merger, the holders of
the convertible senior notes had the right to require us to repurchase some or all of their notes as provided in the indentures for such notes. The repurchase date for any notes tendered to us was December 10, 2010. The repurchase price was the
principal amount of the notes plus accrued interest. Also, pursuant to the terms of the convertible senior notes indentures a make-whole payment of $0.69 per $1,000 of principal amount of the convertible senior notes due in 2011 and
$0.81 per $1,000 of principal amount of the convertible senior notes due in 2013 was made to those who elected to convert as a result of the Merger. Accordingly, during the three months ended December 31, 2010, we repurchased $460.6 million of
convertible senior notes due in 2011 and 2013.

During fiscal 2009, we repurchased and retired all $200.0 million of our
convertible notes due in November 2023 at an average price equal to 99.5% of the principal amount of notes redeemed. We recorded a gain on retirement of debt of $0.8 million.



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|11. | Derivative Financial Instruments and Hedging Activities
|--- | -------------------------------------------------------

We are exposed to market risks arising from adverse changes in interest rates due to floating interest rate exposure on our credit facilities and on certain securitization notes payable. See Note 1 
Summary of Significant Accounting Policies  Derivative Financial Instruments for more information regarding our derivative financial instruments and hedging activities.

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



|                                 |  |                   |           |  |            |   |        |               |  |  |               |  |  |            |           |  |          |   |        |            |  |   |           |  |  |   |         | 
|-------------------------------- |  | ----------------- | --------- |  | ---------- | - | ------ | ------------- |  |  | ------------- |  |  | ---------- | --------- |  | -------- | - | ------ | ---------- |  | - | --------- |  |  | - | ------- | 
|                                 |  | Successor         |           |  |            |   |        | Predecessor   | 
|                                 |  | December 31, 2010 |           |  |            |   |        | June 30, 2010 |  |  | June 30, 2009 | 
|                                 |  | Notional          |           |  | Fair Value |   |        |               |  |  | Notional      |  |  | Fair Value |           |  | Notional |   |        | Fair Value | 
|Assets                           |  |                   |           |  |            |   |        |               |  |  |               |  |  |            |           |  |          |   |        |            |  |   |           |  |  |   |         | 
|Interest rate swaps(a)           |  | $                 | 1,227,305 |  |            | $ | 23,058 |               |  |  |               |  |  | $          | 1,682,182 |  |          | $ | 26,194 |            |  | $ | 2,592,548 |  |  | $ | 24,267  | 
|Interest rate caps(a)            |  |                   | 946,353   |  |            |   | 7,899  |               |  |  |               |  |  |            | 774,456   |  |          |   | 3,188  |            |  |   | 1,914,886 |  |  |   | 15,858  | 
|                                 |  |                   |           |  |            |   |        |               |  |  |               |  |  |            |           |  |          |   |        |            |  |   |           |  |  |   |         | 
|Total assets                     |  | $                 | 2,173,658 |  |            | $ | 30,957 |               |  |  |               |  |  | $          | 2,456,638 |  |          | $ | 29,382 |            |  | $ | 4,507,434 |  |  | $ | 40,125  | 
|                                 |  |                   |           |  |            |   |        |               |  |  |               |  |  |            |           |  |          |   |        |            |  |   |           |  |  |   |         | 
|Liabilities                      |  |                   |           |  |            |   |        |               |  |  |               |  |  |            |           |  |          |   |        |            |  |   |           |  |  |   |         | 
|Interest rate swaps              |  | $                 | 1,227,305 |  |            | $ | 46,797 |               |  |  |               |  |  | $          | 1,682,182 |  |          | $ | 70,421 |            |  | $ | 2,592,548 |  |  | $ | 131,885 | 
|Interest rate caps(b)            |  |                   | 831,848   |  |            |   | 8,094  |               |  |  |               |  |  |            | 708,287   |  |          |   | 3,320  |            |  |   | 1,721,044 |  |  |   | 16,644  | 
|Foreign currency contracts(b)(c) |  |                   | 48,595    |  |            |   | 2,125  |               |  |  |               |  |  |            | 58,470    |  |          |   | 1,206  |            |  |   |           |  |  |   |         | 
|                                 |  |                   |           |  |            |   |        |               |  |  |               |  |  |            |           |  |          |   |        |            |  |   |           |  |  |   |         | 
|Total liabilities                |  | $                 | 2,107,748 |  |            | $ | 57,016 |               |  |  |               |  |  | $          | 2,448,939 |  |          | $ | 74,947 |            |  | $ | 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 period end rate.
|--- | ------------------------------------------------------------------------------------------

Interest rate swap agreements designated as hedges had unrealized losses of approximately $0.4 million in accumulated other comprehensive
income (loss) at December 31, 2010. As a result of purchase accounting for the Merger, unrealized losses, which were $53.8 million and $97.1 million June 30, 2010 and 2009, respectively, were eliminated. The ineffectiveness related to the
interest rate swap agreements was $1.1 million for the three months ended December 31, 2010, $0.1 million for the three months ended September 30, 2010, $0.4 million and $0.8 million for fiscal 2010 and 2009, respectively, and immaterial
for fiscal 2008. We estimate approximately $0.4 million of unrealized losses included in accumulated other comprehensive loss will be reclassified into earnings within the next twelve months.

Interest rate swap agreements not designated as hedges had a change in fair value which resulted in gains of $1.2 million for the three
months ended December 31, 2010, $5.4 million for the three months ended September 30, 2010, $12.6 million and $22.7 million for fiscal 2010 and 2009 included in interest expense on the consolidated statements of operations, respectively.

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 December 31, 2010, June 30, 2010 and 2009, these restricted cash accounts totaled $32.7 million, $26.7 million and $45.7 million, respectively, and are
included in other assets on the consolidated balance sheets.

On September 15, 2008, Lehman Brothers Holdings Inc.
(LBHI) and 16 additional affiliates of LBHI (together with LBHI, Lehman), filed petitions in bankruptcy court. Lehman was the hedge counterparty on interest rate swaps with notional amounts of $1.1 billion. In November 2008,
we replaced Lehman as the counterparty on these interest rate swaps. Upon replacement we designated these new swaps as hedges. From July 1, 2008 until the hedge designation date of the replacement swaps, the change in fair value on these swap
agreements resulted in a $34.1 million loss for fiscal 2009, and is included in interest expense in the consolidated statements of operations and comprehensive operations.



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The following tables present information on the effect of derivative instruments on the
consolidated statements of operations and comprehensive operations (in thousands):



|                              |  |                                                   |        |   |      |  |  |                                                 |  |   |                      |   |  |   |        |   |  |   |         |   |  |   |       | 
|----------------------------- |  | ------------------------------------------------- | ------ | - | ---- |  |  | ----------------------------------------------- |  | - | -------------------- | - |  | - | ------ | - |  | - | ------- | - |  | - | ----- | 
|                              |  | Income (Losses) Recognized In Income              |       
|                              |  | Successor                                         |        |   |      |  |  | Predecessor                                     | 
|                              |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |        |   |      |  |  | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |   | Years Ended June 30, |  
|                              |  |                                                   |        |   | 2010 |  |  | 2009                                            |  |   | 2008                 |  
|Non-Designated hedges:        |  |                                                   |        |   |      |  |  |                                                 |  |   |                      |   |  |   |        |   |  |   |         |   |  |   |       | 
|Interest rate contracts(a)    |  | $                                                 | 1,060  |   |      |  |  |                                                 |  | $ | 5,478                |   |  | $ | 13,248 |   |  | $ | (12,463 | ) |  | $ | 6,891 | 
|Foreign currency contracts(b) |  |                                                   | (535   | ) |      |  |  |                                                 |  |   | (383                 | ) |  |   | (1,206 | ) |  |   |         |   |  |   |       | 
|                              |  |                                                   |        |   |      |  |  |                                                 |  |   |                      |   |  |   |        |   |  |   |         |   |  |   |       | 
|Total                         |  | $                                                 | 525    |   |      |  |  |                                                 |  | $ | 5,095                |   |  | $ | 12,042 |   |  | $ | (12,463 | ) |  | $ | 6,891 | 
|                              |  |                                                   |        |   |      |  |  |                                                 |  |   |                      |   |  |   |        |   |  |   |         |   |  |   |       | 
|Designated hedges:            |  |                                                   |        |   |      |  |  |                                                 |  |   |                      |   |  |   |        |   |  |   |         |   |  |   |       | 
|Interest rate contracts(a)    |  | $                                                 | (1,092 | ) |      |  |  |                                                 |  | $ | (85                  | ) |  | $ | 394    |   |  | $ | (781    | ) |  | $ |       | 
|                              |  |                                                   |        |   |      |  |  |                                                 |  |   |                      |   |  |   |        |   |  |   |         |   |  |   |       | 



|                           |  |                                                                      |      |   |  |  |                      |                                                 |  |      |        |   |      |   |         |   |  |   |          |   |  |   |          |  
|-------------------------- |  | -------------------------------------------------------------------- | ---- | - |  |  | -------------------- | ----------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | - |  | - | -------- | - |  | - | -------- | -
|                           |  | (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) |     
|                           |  | Successor                                                            |      |   |  |  |                      | Predecessor                                     | 
|                           |  | Period FromOctober 1, 2010ThroughDecember 31,2010                    |      |   |  |  |                      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      |        |   |      |   |         |   |  |  
|                           |  |                                                                      |      |   |  |  | Years Ended June 30, |                                                
|                           |  |                                                                      |      |   |  |  | 2010                 |                                                 |  | 2009 |        |   | 2008 |  
|Designated hedges:         |  |                                                                      |      |   |  |  |                      |                                                 |  |      |        |   |      |   |         |   |  |   |          |   |  |   |          |  
|Interest rate contracts(a) |  | $                                                                    | (464 | ) |  |  |                      |                                                 |  | $    | (8,218 | ) |      | $ | (36,761 | ) |  | $ | (109,115 | ) |  | $ | (109,039 | )
|                           |  |                                                                      |      |   |  |  |                      |                                                 |  |      |        |   |      |   |         |   |  |   |          |   |  |   |          |  



|                           |  |                                                                                        |     |   |  |  |                      |                                                 |  |      |         |   |      |   |         |   |  |   |         |   |  |   |         |  
|-------------------------- |  | -------------------------------------------------------------------------------------- | --- | - |  |  | -------------------- | ----------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                           |  | (Losses) Reclassified From Accumulated Other Comprehensive Income(Loss) into Income(c) |    
|                           |  | Successor                                                                              |     |   |  |  |                      | Predecessor                                     | 
|                           |  | Period FromOctober 1, 2010ThroughDecember 31,2010                                      |     |   |  |  |                      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      |         |   |      |   |         |   |  |  
|                           |  |                                                                                        |     |   |  |  | Years Ended June 30, |                                                
|                           |  |                                                                                        |     |   |  |  | 2010                 |                                                 |  | 2009 |         |   | 2008 |  
|Designated hedges:         |  |                                                                                        |     |   |  |  |                      |                                                 |  |      |         |   |      |   |         |   |  |   |         |   |  |   |         |  
|Interest rate contracts(a) |  | $                                                                                      | (52 | ) |  |  |                      |                                                 |  | $    | (14,473 | ) |      | $ | (80,067 | ) |  | $ | (82,244 | ) |  | $ | (24,635 | )
|                           |  |                                                                                        |     |   |  |  |                      |                                                 |  |      |         |   |      |   |         |   |  |   |         |   |  |   |         |  



|(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.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|12. | Fair Values of Assets and Liabilities
|--- | -------------------------------------

Effective July 1, 2008, we adopted fair value measurement guidance which provides a framework for measuring fair value under GAAP. Fair value is defined 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. Fair value measurement requires that
valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs and also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels.



79



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



| | (i) | 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;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | (iii) | 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 at December 31, 2010:



|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|-------------------------------------------------- |  | ------------------------------------------------------ | --------- |  | --------------------------------------- | - | ------ | ------------------------------------ |  | - | ------------------------------- |  |  | - | --------- | 
|                                                   |  | Successor                                              |          
|                                                   |  | December 31, 2010 (in thousands)                       |          
|                                                   |  | Fair Value Measurements Using                          |           |  |                                         |  
|                                                   |  | Level 1QuotedPricesIn ActiveMarketsfor IdenticalAssets |           |  | Level 2SignificantOtherObservableInputs |   |        | Level 3SignificantUnobservableInputs |  |   | Assets/Liabilities AtFair Value | 
|Assets                                             |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Money market funds(a)                              |  | $                                                      | 1,118,489 |  |                                         |   |        |                                      |  |   |                                 |  |  | $ | 1,118,489 | 
|Derivatives not designated as hedging instruments: |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Interest rate caps(i)                              |  |                                                        |           |  |                                         | $ | 7,899  |                                      |  |   |                                 |  |  |   | 7,899     | 
|Interest rate swaps(iii)                           |  |                                                        |           |  |                                         |   |        |                                      |  | $ | 23,058                          |  |  |   | 23,058    | 
|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Total assets                                       |  | $                                                      | 1,118,489 |  |                                         | $ | 7,899  |                                      |  | $ | 23,058                          |  |  | $ | 1,149,446 | 
|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Liabilities                                        |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Derivatives designated as hedging instruments:     |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Interest rate swaps(iii)                           |  |                                                        |           |  |                                         |   |        |                                      |  | $ | 46,797                          |  |  | $ | 46,797    | 
|Derivatives not designated as hedging instruments: |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Interest rate caps(i)                              |  |                                                        |           |  |                                         | $ | 8,094  |                                      |  |   |                                 |  |  |   | 8,094     | 
|Foreign currency contracts(i)                      |  |                                                        |           |  |                                         |   | 2,125  |                                      |  |   |                                 |  |  |   | 2,125     | 
|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Total liabilities                                  |  | $                                                      |           |  |                                         | $ | 10,219 |                                      |  | $ | 46,797                          |  |  | $ | 57,016    | 
|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 



|(a) | Excludes cash in banks and cash invested in Guaranteed Investment Contracts of $166.5 million.
|--- | ----------------------------------------------------------------------------------------------



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Assets and liabilities itemized below were measured at fair value on a recurring basis at
June 30, 2010:



|                                                   |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|-------------------------------------------------- |  | ------------------------------------------------------ | --------- |  | --------------------------------------- | - | ----- | ------------------------------------ |  | - | ------------------------------- |  |  | - | --------- | 
|                                                   |  | Predecessor                                            |          
|                                                   |  | June 30, 2010(in
thousands)                            |          
|                                                   |  | Fair Value Measurements Using                          |           |  |                                         |  
|                                                   |  | Level 1QuotedPrices InActiveMarkets forIdenticalAssets |           |  | Level 2SignificantOtherObservableInputs |   |       | Level 3SignificantUnobservableInputs |  |   | Assets/Liabilities AtFair Value | 
|Assets                                             |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|Money market funds(a)                              |  | $                                                      | 1,195,297 |  |                                         |   |       |                                      |  |   |                                 |  |  | $ | 1,195,297 | 
|Derivatives not designated as hedging instruments: |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|Interest rate caps(i)                              |  |                                                        |           |  |                                         | $ | 3,188 |                                      |  |   |                                 |  |  |   | 3,188     | 
|Interest rate swaps(iii)                           |  |                                                        |           |  |                                         |   |       |                                      |  | $ | 26,194                          |  |  |   | 26,194    | 
|                                                   |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|Total assets                                       |  | $                                                      | 1,195,297 |  |                                         | $ | 3,188 |                                      |  | $ | 26,194                          |  |  | $ | 1,224,679 | 
|                                                   |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|Liabilities                                        |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|Derivatives designated as hedging instruments:     |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|Interest rate swaps(iii)                           |  |                                                        |           |  |                                         |   |       |                                      |  | $ | 70,421                          |  |  | $ | 70,421    | 
|Derivatives not designated as hedging instruments: |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|Interest rate caps(i)                              |  |                                                        |           |  |                                         | $ | 3,320 |                                      |  |   |                                 |  |  |   | 3,320     | 
|Foreign currency contracts(i)                      |  |                                                        |           |  |                                         |   | 1,206 |                                      |  |   |                                 |  |  |   | 1,206     | 
|                                                   |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 
|Total liabilities                                  |  | $                                                      |           |  |                                         | $ | 4,526 |                                      |  | $ | 70,421                          |  |  | $ | 74,947    | 
|                                                   |  |                                                        |           |  |                                         |   |       |                                      |  |   |                                 |  |  |   |           | 



|(a) | Excludes cash in banks and cash invested in Guaranteed Investment Contracts of $186.8 million.
|--- | ----------------------------------------------------------------------------------------------

Assets and liabilities itemized below were measured at fair value on a recurring basis at June 30, 2009:



|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|-------------------------------------------------- |  | ------------------------------------------------------ | --------- |  | --------------------------------------- | - | ------ | ------------------------------------ |  | - | ------------------------------- |  |  | - | --------- | 
|                                                   |  | Predecessor                                            |          
|                                                   |  | June 30, 2009 (in thousands)                           |          
|                                                   |  | Fair Value Measurements Using                          |           |  |                                         |  
|                                                   |  | Level 1QuotedPrices InActiveMarkets forIdenticalAssets |           |  | Level 2SignificantOtherObservableInputs |   |        | Level 3SignificantUnobservableInputs |  |   | Assets/Liabilities AtFair Value | 
|Assets                                             |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Money market funds(a)                              |  | $                                                      | 1,072,877 |  |                                         |   |        |                                      |  |   |                                 |  |  | $ | 1,072,877 | 
|Investment in money market fund(i)                 |  |                                                        |           |  |                                         |   |        |                                      |  | $ | 8,027                           |  |  |   | 8,027     | 
|Derivatives not designated as hedging instruments: |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Interest rate caps(i)                              |  |                                                        |           |  |                                         | $ | 15,858 |                                      |  |   |                                 |  |  |   | 15,858    | 
|Interest rate swaps(iii)                           |  |                                                        |           |  |                                         |   |        |                                      |  |   | 24,267                          |  |  |   | 24,267    | 
|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Total assets                                       |  | $                                                      | 1,072,877 |  |                                         | $ | 15,858 |                                      |  | $ | 32,294                          |  |  | $ | 1,121,029 | 
|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Liabilities                                        |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Derivatives designated as hedging instruments:     |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Interest rate swaps(iii)                           |  |                                                        |           |  |                                         |   |        |                                      |  | $ | 131,885                         |  |  | $ | 131,885   | 
|Derivatives not designated as hedging instruments: |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Interest rate caps(i)                              |  |                                                        |           |  |                                         | $ | 16,644 |                                      |  |   |                                 |  |  |   | 16,644    | 
|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 
|Total liabilities                                  |  | $                                                      |           |  |                                         | $ | 16,644 |                                      |  | $ | 131,885                         |  |  | $ | 148,529   | 
|                                                   |  |                                                        |           |  |                                         |   |        |                                      |  |   |                                 |  |  |   |           | 



|(a) | Excludes cash in banks and cash invested in Guaranteed Investment Contracts of $214.0 million.
|--- | ----------------------------------------------------------------------------------------------



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

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

Financial instruments are considered Level 3 when their values are determined using price models, discounted cash flow methodologies or
similar techniques and at least one significant model assumption or input is unobservable. Level 3 financial instruments also include those for which the determination of fair value requires significant management judgment or estimation. A brief
description of the valuation techniques used for our Level 3 assets and liabilities is provided below and in Note 6  Investment in Money Market Fund.

The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended
December 31, 2010, the three months ended September 30, 2010, fiscal 2010 and 2009 (in thousands):



|                                             |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|-------------------------------------------- |  | ------------------------------------------------- | ------- | - |  |  | -------- | ----------------------------------------------- |  | ---- | ------- | - |  | - | -------- | - |  | - | -------- | -
|                                             |  | Successor                                         |         |   |  |  |          | Predecessor                                     | 
|                                             |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |         |   |  |  |          | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      |         |   |  |   |         
|                                             |  |                                                   |         |   |  |  | June 30, |                                                
|                                             |  |                                                   |         |   |  |  | 2010     |                                                 |  | 2009 |        
|Assets                                       |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Interest rate swap agreements                |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Balance at the beginning of period           |  | $                                                 | 27,364  |   |  |  |          |                                                 |  | $    | 26,194  |   |  | $ | 24,267   |   |  | $ | 3,572    |  
|Total realized and unrealized gains (losses) |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Included in earnings                         |  |                                                   | 1,194   |   |  |  |          |                                                 |  |      | 5,417   |   |  |   | 12,595   |   |  |   | 22,700   |  
|Settlements                                  |  |                                                   | (5,500  | ) |  |  |          |                                                 |  |      | (4,247  | ) |  |   | (10,668  | ) |  |   | (2,005   | )
|                                             |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Balance at the end of period                 |  | $                                                 | 23,058  |   |  |  |          |                                                 |  | $    | 27,364  |   |  | $ | 26,194   |   |  | $ | 24,267   |  
|                                             |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Investment in money market fund              |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Balance at the beginning of period           |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  | $ | 8,027    |   |  |   |          |  
|Transfers into Level 3                       |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  | $ | 115,821  |  
|Total realized and unrealized gains (losses) |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Included in earnings                         |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   | 2,020    |   |  |   | (3,475   | )
|Settlements                                  |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   | (10,047  | ) |  |   | (104,319 | )
|                                             |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Balance at the end of period                 |  | $                                                 |         |   |  |  |          |                                                 |  | $    |         |   |  | $ |          |   |  | $ | 8,027    |  
|                                             |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Liabilities                                  |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Interest rate swap agreements                |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Balance at the beginning of period           |  | $                                                 | (60,895 | ) |  |  |          |                                                 |  | $    | (70,421 | ) |  | $ | (131,885 | ) |  | $ | (76,269  | )
|Total realized and unrealized gains (losses) |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Included in earnings                         |  |                                                   | (1,092  | ) |  |  |          |                                                 |  |      | (85     | ) |  |   | 394      |   |  |   | (34,926  | )
|Included in other comprehensive income       |  |                                                   | (464    | ) |  |  |          |                                                 |  |      | (8,218  | ) |  |   | (36,761  | ) |  |   | (109,115 | )
|Settlements                                  |  |                                                   | 15,654  |   |  |  |          |                                                 |  |      | 17,829  |   |  |   | 97,831   |   |  |   | 88,425   |  
|                                             |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  
|Balance at the end of period                 |  | $                                                 | (46,797 | ) |  |  |          |                                                 |  | $    | (60,895 | ) |  | $ | (70,421  | ) |  | $ | (131,885 | )
|                                             |  |                                                   |         |   |  |  |          |                                                 |  |      |         |   |  |   |          |   |  |   |          |  

Derivatives

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



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Our interest rate swaps are not exchange traded but instead trade in over-the-counter
markets where quoted market prices are not readily available. The fair value is derived using models that use primarily market observable inputs, such as interest rate yield curves and credit curves. Any 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 our and the counterparties non-performance risk to
the derivative trades is considered when measuring the fair value of assets and liabilities.



|13. | Commitments and Contingencies
|--- | -----------------------------

Leases

Our credit centers are generally leased for terms of up to five
years with certain rights to extend for additional periods. We also lease space for our administrative offices and loan servicing activities under leases with terms up to twelve years with renewal options. Certain leases contain lease escalation
clauses for real estate taxes and other operating expenses and renewal option clauses calling for increased rents.

A summary
of lease expense is as follows (in thousands):



|              |  |                                                   |       |  |  |  |                      |                                                 |  |      |       |  |      |   |        |  |  |   |        |  |  |   |        | 
|------------- |  | ------------------------------------------------- | ----- |  |  |  | -------------------- | ----------------------------------------------- |  | ---- | ----- |  | ---- | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|              |  | Successor                                         |       |  |  |  |                      | Predecessor                                     | 
|              |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |       |  |  |  |                      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      |       |  |      |   |        |  |  |  
|              |  |                                                   |       |  |  |  | Years Ended June 30, |                                                
|              |  |                                                   |       |  |  |  | 2010                 |                                                 |  | 2009 |       |  | 2008 |  
|Lease expense |  | $                                                 | 2,710 |  |  |  |                      |                                                 |  | $    | 2,788 |  |      | $ | 12,948 |  |  | $ | 15,625 |  |  | $ | 18,489 | 

Operating lease
commitments for years ending December 31 are as follows (in thousands):



|           |  |   |        | 
|---------- |  | - | ------ | 
|2011       |  | $ | 12,683 | 
|2012       |  |   | 12,384 | 
|2013       |  |   | 12,209 | 
|2014       |  |   | 11,974 | 
|2015       |  |   | 10,464 | 
|Thereafter |  |   | 27,100 | 
|           |  |   |        | 
|           |  | $ | 86,814 | 
|           |  |   |        | 

Concentrations of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk are primarily cash equivalents, restricted cash,
derivative financial instruments and finance receivables. Our cash equivalents and restricted cash represent investments in highly rated securities placed through various major financial institutions and highly rated investments in guaranteed
investment contracts. The counterparties to our derivative financial instruments are various major financial institutions. Finance receivables represent contracts with consumers residing throughout the United States and, to a limited extent, in
Canada, with borrowers located in Texas and California each accounting for 14% and 11%, respectively, of the finance receivables portfolio as of December 31, 2010. No other state accounted for more than 10% of finance receivables.

Limited Corporate Guarantees of Indebtedness

We guarantee 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.



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Guarantees of Indebtedness

The payments of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries. As
of December 31, 2010, and June 30, 2010 and 2009, the par value of the senior notes and convertible senior notes was $69.8 million, $532.6 million and $553.6 million, respectively. See Note 23  Guarantor Consolidating
Financial Statements.

Legal Proceedings

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

On July 21, 2010, we entered into the Merger Agreement. The following litigation is continuing with respect to the Merger:

On July 27, 2010, an action styled Robert Hatfield, Derivatively on behalf of AmeriCredit Corp. vs. Clifton H. Morris,
Jr., Daniel E. Berce, John Clay, Ian M. Cumming, A.R. Dike, James H. Greer, Douglas K. Higgins, Kenneth H. Jones, Jr., Robert B. Sturges, Justin R. Wheeler, General Motors Holdings LLC and General Motors Company, Defendants, and AmeriCredit
Corp., Nominal Defendant, was filed in the District Court of Tarrant County, Texas, Cause No. 017 246937 10 (the Hatfield Case). In the Hatfield Case, the plaintiff alleges, among other allegations, that the individual
defendants, who are or were members of our Board of Directors, breached their fiduciary duties with regards to the transaction between us and GM Holdings. Among other relief, the complaint sought to enjoin the closing of the transaction, and seeks
to require us to rescind the transaction and the recovery of attorney fees and expenses.

On July 28, 2010, an action styled
Labourers Pension Fund of Central and Eastern Canada, on behalf of itself and all others similarly situated v. AmeriCredit Corp.,et al, was filed in the District Court of Tarrant County, Texas, Cause No. 236 246960 10 (the
Labourers Pension Fund Case). The plaintiff sought class action status and alleged individual defendants (our officers and directors) breached their fiduciary duties in negotiating and approving the proposed transaction between us
and GM and that GM aided and abetted the alleged breach of fiduciary duty. Among other relief, the complaint sought to enjoin both the transaction from closing as well as a shareholder vote on the pending transaction; however, no motion for an
injunction was filed. On January 4, 2011, plaintiffs filed a notice of nonsuit, dismissing its claims without prejudice.

On
August 6, 2010, an action styled Carla Butler, Derivatively on behalf of AmeriCredit Corp., Plaintiff vs. Clifton H. Morris, Jr., Daniel E. Berce, John Clay, Ian M. Cumming, A.R. Dike, James H. Greer, Douglas K. Higgins, Kenneth H. Jones,
Jr., Robert B. Sturges, Justin R. Wheeler, General Motors Holdings LLC and General Motors Company, Defendants, and AmeriCredit Corp., Nominal Defendant, was filed in the District Court of Tarrant County, Texas, Cause No. 67 247227-10 (the
Butler Case). In the Butler Case, like the Hatfield Case, the complaint alleges that our individual officers and certain current and former directors breached their fiduciary duties. Among other relief, the complaint sought to rescind
the transaction and enjoin its consummation and also seeks an award of plaintiff costs and disbursements including attorneys and expert fees.



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On September 1, 2010, an action styled Douglas Mogle,on behalf of himself
and all others similarly statedvs.AmeriCredit Corp., et al, was filed in the District Court of Tarrant County, Texas, Cause No. 153 247833 10 (the Mogle Case). The complaint is similar to the Labourers
Pension Fund Case complaint discussed above. On November 17, 2010, plaintiffs filed a notice of nonsuit, dismissing its claims without prejudice.

The Hatfield Case and the Butler Case have been consolidated for handling and the plaintiff has amended its complaint to seek damages. On January 7, 2011, the defendants filed a motion to dismiss the
complaints, based on the courts lack of subject matter jurisdiction over the consolidated case. We believe that the claims alleged in the Hatfield Case and the Butler Case are without merit and we intend to assert vigorous defenses to the
litigation. Neither the likelihood of an unfavorable outcome nor the amount of ultimate liability, if any, with respect to this litigation can be determined at this time.



|14. | Common Stock and Warrants  Predecessor
|--- | ---------------------------------------

The following summarizes share repurchase activity:



|                        |  |      |           | 
|----------------------- |  | ---- | --------- | 
|Year Ended June 30,     |  | 2008 |          
|Number of shares        |  |      | 5,734,850 | 
|Average price per share |  | $    | 22.30     | 

In connection with
the forward purchase commitment agreement with Deutsche (See Note 6  Securitizations), we issued a warrant to an affiliate of Deutsche under which it may purchase up to 7.5 million shares of our common stock. The warrant
was exercisable on or before April 15, 2015 at an exercise price of $12.01 per share. In connection with the Merger, the warrant was settled in cash.

In connection with the closing of the Wachovia funding facilities (See Note 6  Securitizations), we issued a warrant to Wachovia under which they may purchase up to 1.0 million
shares of common stock. The warrant was exercisable on or before September 24, 2015 at an exercise price of $13.55 per share. On August 10, 2010, Wachovia exercised the warrant at a price of $24.12 per share in a cashless exercise and
received a net settlement of 438,112 shares of our common stock.



|15. | Stock Based Compensation  Predecessor
|--- | --------------------------------------

General

We had certain stock based compensation plans for employees,
non-employee directors and key executive officers. As a result of the Merger, our outstanding options and restricted stock were fully vested and settled accordingly to the terms of the award agreements and the Merger. As of October 1, 2010, we
no longer have publicly traded stock and therefore no stock based compensation plans.

Stock Options

Compensation expense recognized for stock options was $0.3 million, $1.3 million, $2.1 million, and $1.0 million for the three months
ended September 30, 2010, and for fiscal 2010, 2009 and 2008, respectively. As of June 30, 2010 and 2009, unamortized compensation expense related to stock options was $1.2 million, and $2.2 million, respectively.



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Employee Plans

A summary of stock option activity under our employee plans was as follows (shares in thousands):



|                                                             |  |                                                  |       |   |                              |      |       |        |      |  |                              |   |  |        |       |  |                              |  |       |        |  |   |                              |  |  |  |        |   |  |   |       | 
|------------------------------------------------------------ |  | ------------------------------------------------ | ----- | - | ---------------------------- | ---- | ----- | ------ | ---- |  | ---------------------------- | - |  | ------ | ----- |  | ---------------------------- |  | ----- | ------ |  | - | ---------------------------- |  |  |  | ------ | - |  | - | ----- | 
|                                                             |  | Predecessor                                      |      
|                                                             |  | Period FromJuly 1, 2010ThroughSeptember 30, 2010 |       |   | Years Ended June 30,         |     
|                                                             |  |                                                  | 2010  |   |                              | 2009 |       |        | 2008 | 
|                                                             |  | Shares                                           |       |   | WeightedAverageExercisePrice |      |       | Shares |      |  | WeightedAverageExercisePrice |   |  | Shares |       |  | WeightedAverageExercisePrice |  |       | Shares |  |   | WeightedAverageExercisePrice | 
|Outstanding at beginning of period                           |  |                                                  | 1,324 |   |                              | $    | 20.75 |        |      |  | 2,106                        |   |  | $      | 18.02 |  |                              |  | 2,127 |        |  | $ | 23.48                        |  |  |  | 3,499  |   |  | $ | 18.83 | 
|Granted                                                      |  |                                                  |       |   |                              |      |       |        |      |  | 42                           |   |  |        | 20.96 |  |                              |  | 942   |        |  |   | 8.03                         |  |  |  |        |   |  |   |       | 
|Exercised                                                    |  |                                                  | (17   | ) |                              |      | 13.59 |        |      |  | (757                         | ) |  |        | 13.44 |  |                              |  | (132  | )      |  |   | 8.01                         |  |  |  | (1,119 | ) |  |   | 9.01  | 
|Canceled/forfeited                                           |  |                                                  | (30   | ) |                              |      | 23.47 |        |      |  | (67                          | ) |  |        | 17.56 |  |                              |  | (831  | )      |  |   | 22.26                        |  |  |  | (253   | ) |  |   | 23.21 | 
|                                                             |  |                                                  |       |   |                              |      |       |        |      |  |                              |   |  |        |       |  |                              |  |       |        |  |   |                              |  |  |  |        |   |  |   |       | 
|Outstanding at end of period                                 |  |                                                  | 1,277 |   |                              | $    | 20.75 |        |      |  | 1,324                        |   |  | $      | 20.75 |  |                              |  | 2,106 |        |  | $ | 18.02                        |  |  |  | 2,127  |   |  | $ | 23.48 | 
|                                                             |  |                                                  |       |   |                              |      |       |        |      |  |                              |   |  |        |       |  |                              |  |       |        |  |   |                              |  |  |  |        |   |  |   |       | 
|Options exercisable at end of period                         |  |                                                  |       |   |                              |      |       |        |      |  | 1,033                        |   |  | $      | 23.81 |  |                              |  | 1,563 |        |  | $ | 21.33                        |  |  |  | 2,055  |   |  | $ | 23.34 | 
|                                                             |  |                                                  |       |   |                              |      |       |        |      |  |                              |   |  |        |       |  |                              |  |       |        |  |   |                              |  |  |  |        |   |  |   |       | 
|Weighted average fair value of options granted during period |  |                                                  |       |   |                              |      |       |        |      |  |                              |   |  | $      | 10.79 |  |                              |  |       |        |  | $ | 4.50                         |  |  |  |        |   |  |   |       | 
|                                                             |  |                                                  |       |   |                              |      |       |        |      |  |                              |   |  |        |       |  |                              |  |       |        |  |   |                              |  |  |  |        |   |  |   |       | 

Cash received from exercise of options for the three months ended September 30, 2010, and for fiscal
2010, 2009 and 2008 was $0.3 million, $10.2 million, $1.1 million and $10.1 million, respectively. The total intrinsic value of options exercised during the three months ended September 30, 2010, and during fiscal 2010, 2009 and 2008, was $0.1
million, $5.9 million, $0.4 million and $6.4 million, respectively.

Non-Employee Director Plans

A summary of stock option activity under our non-employee director plans was as follows (shares in thousands):



|                                           |  |                      |     |   |                              |   |       |        |  |  |                              |   |  |        |       |  |                              |  |     |   |  |   |       | 
|------------------------------------------ |  | -------------------- | --- | - | ---------------------------- | - | ----- | ------ |  |  | ---------------------------- | - |  | ------ | ----- |  | ---------------------------- |  | --- | - |  | - | ----- | 
|                                           |  | Predecessor          |    
|                                           |  | Years Ended June 30, |    
|                                           |  | 2010                 |     |   | 2009                         |   |       | 2008   | 
|                                           |  | Shares               |     |   | WeightedAverageExercisePrice |   |       | Shares |  |  | WeightedAverageExercisePrice |   |  | Shares |       |  | WeightedAverageExercisePrice | 
|Outstanding at beginning of year           |  |                      | 80  |   |                              | $ | 17.81 |        |  |  | 160                          |   |  | $      | 16.35 |  |                              |  | 220 |   |  | $ | 15.88 | 
|Exercised                                  |  |                      | (80 | ) |                              |   | 17.81 |        |  |  |                              |   |  |        |       |  |                              |  | (20 | ) |  |   | 14.63 | 
|Canceled/forfeited                         |  |                      |     |   |                              |   |       |        |  |  | (80                          | ) |  |        | 14.88 |  |                              |  | (40 | ) |  |   | 14.63 | 
|                                           |  |                      |     |   |                              |   |       |        |  |  |                              |   |  |        |       |  |                              |  |     |   |  |   |       | 
|Outstanding and exercisable at end of year |  |                      |     |   |                              | $ |       |        |  |  | 80                           |   |  | $      | 17.81 |  |                              |  | 160 |   |  | $ | 16.35 | 
|                                           |  |                      |     |   |                              |   |       |        |  |  |                              |   |  |        |       |  |                              |  |     |   |  |   |       | 

Cash received from exercise of options for fiscal 2010 and 2008 was $1.4 million and $0.3 million,
respectively. The total intrinsic value of options exercised during fiscal 2010 and 2008 was $0.03 million and $0.1 million, respectively.

Restricted Stock Based Grants

Restricted stock grants totaling 5,596,600
shares with an approximate aggregate market value of $98.8 million at the time of grant had been issued under the employee plans. The market value of these restricted shares at the date of grant was amortizable into expense over a period that
approximated the service period of three years.



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Compensation expense recognized for restricted stock grants was $3.6 million, $10.1 million,
$9.8 million and $11.9 million for the three months ended September 30, 2010, and for fiscal 2010, 2009 and 2008, respectively. As of June 30, 2010 and 2009, unamortized compensation expense related to the restricted stock awards was $14.4
million and $12.4 million, respectively. A summary of the status of non-vested restricted stock for the three months ended September 30, 2010, and for fiscal 2010, 2009 and 2008, is presented below (shares in thousands):



|                                 |  |                                                 |        |   |                      |      |       |   |      |  |       |   |  |  |       |  
|-------------------------------- |  | ----------------------------------------------- | ------ | - | -------------------- | ---- | ----- | - | ---- |  | ----- | - |  |  | ----- | -
|                                 |  | Predecessor                                     |       
|                                 |  | Period FromJuly 1, 2010ThroughSeptember 30,2010 |        |   | Years Ended June 30, |     
|                                 |  |                                                 | 2010   |   |                      | 2009 |       |   | 2008 | 
|Nonvested at beginning of period |  |                                                 | 1,810  |   |                      |      | 2,253 |   |      |  | 1,301 |   |  |  | 2,421 |  
|Granted                          |  |                                                 |        |   |                      |      | 415   |   |      |  | 2,143 |   |  |  | 61    |  
|Vested                           |  |                                                 | (1,051 | ) |                      |      | (555  | ) |      |  | (545  | ) |  |  | (847  | )
|Forfeited                        |  |                                                 | (165   | ) |                      |      | (303  | ) |      |  | (646  | ) |  |  | (334  | )
|                                 |  |                                                 |        |   |                      |      |       |   |      |  |       |   |  |  |       |  
|Nonvested at end of period       |  |                                                 | 594    |   |                      |      | 1,810 |   |      |  | 2,253 |   |  |  | 1,301 |  
|                                 |  |                                                 |        |   |                      |      |       |   |      |  |       |   |  |  |       |  

Stock Appreciation Rights

Stock appreciation rights with respect to 680,600 shares with an approximate aggregate market value of $9.7 million at the time of grant had been issued under the employee plans. The market value of these
rights at the date of grant were being amortized into expense over a period that approximated the service period of three years. Compensation expense recognized for stock appreciation rights was $2.5 million for fiscal 2008.

A summary of the status of non-vested stock appreciation rights for fiscal 2008, is presented below (shares in thousands):



|                               |  |                    |      |  
|------------------------------ |  | ------------------ | ---- | -
|                               |  | Predecessor        |     
|                               |  | Year endedJune 30, |     
|                               |  | 2008               |     
|Nonvested at beginning of year |  |                    | 337  |  
|Vested                         |  |                    | (337 | )
|Forfeited                      |  |                    |      |  
|                               |  |                    |      |  
|Nonvested at end of year       |  |                    |      |  
|                               |  |                    |      |  



|16. | Employee Benefit Plans
|--- | ----------------------

We have a defined contribution retirement plan covering substantially all employees. We recognized $0.8 million, $1.0 million, $1.4
million, $2.7 million, and $5.6 million in compensation expense for the three months ended December 31, 2010, three months ended September 30, 2010, and for fiscal 2010, 2009 and 2008, respectively. Contributions to the plan were made in
cash for the three months ended December 31, 2010, three months ended September 30, 2010, and for fiscal 2010 and in common stock in fiscal 2009 and 2008.

We also had an employee stock purchase plan that allowed participating employees to purchase, through payroll deductions, shares of our common stock at 85% of the market value at specified dates. A total
of 8,000,000 shares had been reserved for issuance under the plan. We recognized $1.1 million, $3.7 million, $2.4 million, and $2.6 million in compensation expense for the three months ended September 30, 2010, and for fiscal 2010, 2009 and
2008, respectively, related to this plan. As of June 30, 2010, 2009 and 2008, unamortized compensation expense related to the employee stock purchase plan was $1.1 million, $2.0 million and $1.6 million, respectively. As a result of the Merger,
this plan was terminated.



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|17. | Income Taxes
|--- | ------------

The income
tax provision consists of the following (in thousands):



|         |  |                                                   |        |  |      |  |  |                                                 |  |   |                      |  |  |   |         |   |  |   |          |   |  |   |          |  
|-------- |  | ------------------------------------------------- | ------ |  | ---- |  |  | ----------------------------------------------- |  | - | -------------------- |  |  | - | ------- | - |  | - | -------- | - |  | - | -------- | -
|         |  | Successor                                         |        |  |      |  |  | Predecessor                                     | 
|         |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |        |  |      |  |  | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |   | Years Ended June 30, | 
|         |  |                                                   |        |  | 2010 |  |  | 2009                                            |  |   | 2008                 | 
|Current  |  | $                                                 | 33,266 |  |      |  |  |                                                 |  | $ | 38,884               |  |  | $ | 157,460 |   |  | $ | (216,041 | ) |  | $ | 115,089  |  
|Deferred |  |                                                   | 21,367 |  |      |  |  |                                                 |  |   | 452                  |  |  |   | (24,567 | ) |  |   | 226,783  |   |  |   | (146,361 | )
|         |  |                                                   |        |  |      |  |  |                                                 |  |   |                      |  |  |   |         |   |  |   |          |   |  |   |          |  
|         |  | $                                                 | 54,633 |  |      |  |  |                                                 |  | $ | 39,336               |  |  | $ | 132,893 |   |  | $ | 10,742   |   |  | $ | (31,272  | )
|         |  |                                                   |        |  |      |  |  |                                                 |  |   |                      |  |  |   |         |   |  |   |          |   |  |   |          |  

Our effective income tax rate on income before income taxes differs from the U.S. statutory tax rate as
follows:



|                                      |  |                                                   |      |   |      |  |  |                                                 |  |  |                      |   |  |  |      |   |  |  |      |   |  |  |       |  
|------------------------------------- |  | ------------------------------------------------- | ---- | - | ---- |  |  | ----------------------------------------------- |  |  | -------------------- | - |  |  | ---- | - |  |  | ---- | - |  |  | ----- | -
|                                      |  | Successor                                         |      |   |      |  |  | Predecessor                                     | 
|                                      |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |      |   |      |  |  | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |  | Years Ended June 30, |  
|                                      |  |                                                   |      |   | 2010 |  |  | 2009(a)                                         |  |  | 2008                 |  
|U.S. statutory tax rate               |  |                                                   | 35.0 | % |      |  |  |                                                 |  |  | 35.0                 | % |  |  | 35.0 | % |  |  | 35.0 | % |  |  | 35.0  | %
|State and other income taxes          |  |                                                   | 1.2  |   |      |  |  |                                                 |  |  | 0.9                  |   |  |  | 0.9  |   |  |  | N/M  |   |  |  | 1.1   |  
|Deferred tax rate change              |  |                                                   | 0.1  |   |      |  |  |                                                 |  |  | 0.4                  |   |  |  | 0.7  |   |  |  | N/M  |   |  |  | 11.4  |  
|FIN 48 uncertain tax positions        |  |                                                   | 1.7  |   |      |  |  |                                                 |  |  | 1.6                  |   |  |  | 1.1  |   |  |  | N/M  |   |  |  | (6.0  | )
|Valuation allowance                   |  |                                                   | (0.1 | ) |      |  |  |                                                 |  |  | (0.2                 | ) |  |  | 0.3  |   |  |  | N/M  |   |  |  |       |  
|Non-deductible acquisition expenses   |  |                                                   | 4.6  |   |      |  |  |                                                 |  |  | 4.5                  |   |  |  |      |   |  |  |      |   |  |  |       |  
|Tax exempt interest                   |  |                                                   |      |   |      |  |  |                                                 |  |  |                      |   |  |  |      |   |  |  |      |   |  |  | 1.6   |  
|Investment in Canadian subsidiaries   |  |                                                   |      |   |      |  |  |                                                 |  |  |                      |   |  |  |      |   |  |  |      |   |  |  | (12.4 | )
|Non-deductible impairment of goodwill |  |                                                   |      |   |      |  |  |                                                 |  |  |                      |   |  |  |      |   |  |  |      |   |  |  | (2.6  | )
|Other                                 |  |                                                   | (0.2 | ) |      |  |  |                                                 |  |  | 1.2                  |   |  |  | (0.4 | ) |  |  | N/M  |   |  |  | (0.6  | )
|                                      |  |                                                   |      |   |      |  |  |                                                 |  |  |                      |   |  |  |      |   |  |  |      |   |  |  |       |  
|                                      |  |                                                   | 42.3 | % |      |  |  |                                                 |  |  | 43.4                 | % |  |  | 37.6 | % |  |  | N/M  |   |  |  | 27.5  | %
|                                      |  |                                                   |      |   |      |  |  |                                                 |  |  |                      |   |  |  |      |   |  |  |      |   |  |  |       |  



|(a) | N/M = Not meaningful. Because the retrospective adoption of the accounting for convertible debt instruments that may be settled in cash upon conversion (including
partial cash settlement) resulted in a loss before income taxes of $0.1 million and we recorded an income tax provision of $10.7 million, the effective income tax rate and the effect on such rate of the listed reconciling items is not meaningful.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The fiscal 2009 effective tax rate was negatively impacted by state and other income tax items of $4.0
million, deferred tax rate change of $3.3 million, state net operating losses limited under Section 382 of $2.1 million and other items of $0.9 million.



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The tax effects of temporary differences that give rise to deferred tax liabilities and
assets are as follows (in thousands):



|                                                              |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  
|------------------------------------------------------------- |  | ---------------- | ------- | - |  |  |  | ------------ |  | - | ------------ | - |  | - | -------- | -
|                                                              |  | Successor        |         |   |  |  |  | Predecessor  | 
|                                                              |  | December 31,2010 |         |   |  |  |  | June 30,2010 |  |   | June 30,2009 |  
|Deferred tax liabilities:                                     |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  
|Market value difference of loan portfolio                     |  |                  |         |   |  |  |  |              |  | $ | (14,644      | ) |  | $ | (104,984 | )
|Capitalized direct loan origination costs                     |  | $                | (2,080  | ) |  |  |  |              |  |   | (6,695       | ) |  |   | (10,084  | )
|Fee income                                                    |  |                  | (30,815 | ) |  |  |  |              |  |   |              |   |  |   |          |  
|Fixed assets                                                  |  |                  | (14,835 | ) |  |  |  |              |  |   | (17,386      | ) |  |   | (13,397  | )
|Deferred gain on debt repurchase                              |  |                  | (9,945  | ) |  |  |  |              |  |   | (8,998       | ) |  |   | (8,638   | )
|Basis difference on convertible debt                          |  |                  |         |   |  |  |  |              |  |   | (17,169      | ) |  |   | (24,357  | )
|Other                                                         |  |                  | (3,781  | ) |  |  |  |              |  |   | (38,208      | ) |  |   | (6,606   | )
|                                                              |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  
|                                                              |  |                  | (61,456 | ) |  |  |  |              |  |   | (103,100     | ) |  |   | (168,066 | )
|                                                              |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  
|Deferred tax assets:                                          |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  
|Net operating loss carryforward  Canada                      |  |                  | 438     |   |  |  |  |              |  |   | 1,348        |   |  |   | 3,229    |  
|Net operating loss carryforward  U. S.                       |  |                  |         |   |  |  |  |              |  |   |              |   |  |   | 73,589   |  
|Net operating loss carryforward  state                       |  |                  | 2,050   |   |  |  |  |              |  |   | 3,280        |   |  |   | 9,685    |  
|Market value difference of loan portfolio                     |  |                  | 65,421  |   |  |  |  |              |  |   |              |   |  |   |          |  
|Unrealized swap valuation on other comprehensive income       |  |                  | 151     |   |  |  |  |              |  |   | 19,842       |   |  |   | 31,745   |  
|Impairment of goodwill and other intangible amortization      |  |                  |         |   |  |  |  |              |  |   | 60,191       |   |  |   | 62,748   |  
|Alternative minimum tax credit carryforward                   |  |                  |         |   |  |  |  |              |  |   |              |   |  |   | 12,131   |  
|Fair value adjustment  finance receivables                   |  |                  | 31,514  |   |  |  |  |              |  |   |              |   |  |   |          |  
|Purchase accounting premium  payables                        |  |                  | 45,764  |   |  |  |  |              |  |   |              |   |  |   |          |  
|Organizational costs                                          |  |                  | 14,252  |   |  |  |  |              |  |   |              |   |  |   |          |  
|Unrecognized income tax benefits from uncertain tax positions |  |                  | 29,815  |   |  |  |  |              |  |   | 27,929       |   |  |   | 19,586   |  
|Other                                                         |  |                  | 14,124  |   |  |  |  |              |  |   | 74,105       |   |  |   | 31,869   |  
|                                                              |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  
|                                                              |  |                  | 203,529 |   |  |  |  |              |  |   | 186,695      |   |  |   | 244,582  |  
|                                                              |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  
|Valuation allowance                                           |  |                  | (1,550  | ) |  |  |  |              |  |   | (1,759       | ) |  |   | (734     | )
|                                                              |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  
|Net deferred tax asset                                        |  | $                | 140,523 |   |  |  |  |              |  | $ | 81,836       |   |  | $ | 75,782   |  
|                                                              |  |                  |         |   |  |  |  |              |  |   |              |   |  |   |          |  

Tax Accounting Change

During fiscal 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 should be granted. As a result of this change of accounting, we reported a taxable loss for fiscal 2009 of $803 million. Approximately $600 million of this loss was carried back to the prior two fiscal years to offset federal taxable
income recognized in those years, resulting in 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 U.S. federal fiscal 2009 net operating loss (NOL) carryback period which resulted in an additional income tax refund of approximately $81 million. We have fully utilized our federal NOL.



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Deferred Tax Assets

As a part of our financial reporting process, we must assess the likelihood that our deferred tax assets can be recovered. Unless recovery
is more likely than not, the income tax provision must be increased by recording a valuation allowance.

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

We have state NOL carryforwards resulting in a deferred tax
asset of approximately $2.1 million which have carryforward periods ranging from 5 years to 20 years. Accordingly, any specific NOL carryforwards that remain unused will expire between fiscal 2015 and fiscal 2030, depending on the respective state
laws. Management has determined based upon the positive and negative evidence in existence at December 31, 2010 that a valuation allowance in the amount of $1.6 million is necessary for these state deferred tax assets.

Based upon our review of all negative and positive evidence in existence at December 31, 2010, management believes it is more likely
than not that all other deferred tax assets will be fully realized. Accordingly, no valuation allowance has been provided on deferred tax assets other than the state NOL assets.

Uncertain Tax Positions

We adopted the provisions of accounting for uncertain tax positions on July 1, 2007 which resulted in a decrease to retained earnings of $0.5 million, an increase in deferred income taxes of $53.1
million and an increase in accrued taxes of $53.6 million. Upon implementation, gross unrecognized tax benefits were $42.3 million.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in thousands):



|                                                       |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   |        |   |  |   |         |   |  |   |         |  
|------------------------------------------------------ |  | ------------------------------------------------- | ------- | - |  |  | ---- | ----------------------------------------------- |  | ---- | -------------------- |  | ---- | - | ------ | - |  | - | ------- | - |  | - | ------- | -
|                                                       |  | Successor                                         |         |   |  |  |      | Predecessor                                     | 
|                                                       |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |         |   |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | Years Ended June 30, | 
|                                                       |  |                                                   |         |   |  |  | 2010 |                                                 |  | 2009 |                      |  | 2008 |  
|Gross unrecognized tax benefits at beginning of period |  | $                                                 | 139,068 |   |  |  |      |                                                 |  | $    | 42,502               |  |      | $ | 34,971 |   |  | $ | 57,728  |   |  | $ | 42,312  |  
|Increase in tax positions for prior years              |  |                                                   | 131     |   |  |  |      |                                                 |  |      |                      |  |      |   | 3,186  |   |  |   | 2,761   |   |  |   | 4,621   |  
|Decrease in tax positions for prior years              |  |                                                   | (12,012 | ) |  |  |      |                                                 |  |      |                      |  |      |   | (4,901 | ) |  |   | (24,254 | ) |  |   | (14,536 | )
|Increase in tax positions for current year             |  |                                                   | 455     |   |  |  |      |                                                 |  |      | 174                  |  |      |   | 12,907 |   |  |   | 1,402   |   |  |   | 25,938  |  
|Lapse of statute of limitations                        |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   | (218   | ) |  |   | (245    | ) |  |   | (420    | )
|Settlements                                            |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   | (3,443 | ) |  |   | (2,421  | ) |  |   | (187    | )
|                                                       |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   |        |   |  |   |         |   |  |   |         |  
|Gross unrecognized tax benefits at end of period       |  | $                                                 | 127,642 |   |  |  |      |                                                 |  | $    | 42,676               |  |      | $ | 42,502 |   |  | $ | 34,971  |   |  | $ | 57,728  |  
|                                                       |  |                                                   |         |   |  |  |      |                                                 |  |      |                      |  |      |   |        |   |  |   |         |   |  |   |         |  

As of December 31, 2010, and June 30, 2010, 2009 and 2008, the amount of gross unrecognized tax
benefits that would affect the effective income tax rate in future periods were $21.4 million, $17.6 million, $18.0 million and 11.3 million, respectively.



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The fair value of liabilities associated with uncertain tax positions as of October 1,
2010 was based upon a change in settlement strategy as a result of the Merger.

At December 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 $15.8 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 statute of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. The changes
regarding accrued interest and accrued penalties associated with uncertain tax positions for the three months ended December 31, 2010, three month ended September 30, 2010 and fiscal 2010, 2009 and 2008 are as follows (in thousands):



|                                   |  |                                                   |        |   |  |  |      |                                                 |  |      |                      |  |      |   |        |  |  |   |        |  |  |   |       | 
|---------------------------------- |  | ------------------------------------------------- | ------ | - |  |  | ---- | ----------------------------------------------- |  | ---- | -------------------- |  | ---- | - | ------ |  |  | - | ------ |  |  | - | ----- | 
|                                   |  | Successor                                         |        |   |  |  |      | Predecessor                                     | 
|                                   |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |        |   |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | Years Ended June 30, | 
|                                   |  |                                                   |        |   |  |  | 2010 |                                                 |  | 2009 |                      |  | 2008 |  
|Accrued Interest                   |  |                                                   |        |   |  |  |      |                                                 |  |      |                      |  |      |   |        |  |  |   |        |  |  |   |       | 
|Balance at the beginning of period |  | $                                                 | 16,030 |   |  |  |      |                                                 |  | $    | 12,097               |  |      | $ | 10,312 |  |  | $ | 9,508  |  |  | $ | 5,631 | 
|Changes                            |  |                                                   | 2,917  |   |  |  |      |                                                 |  |      | 966                  |  |      |   | 1,785  |  |  |   | 804    |  |  |   | 3,877 | 
|                                   |  |                                                   |        |   |  |  |      |                                                 |  |      |                      |  |      |   |        |  |  |   |        |  |  |   |       | 
|Balance at the end of period       |  |                                                   | 18,947 |   |  |  |      |                                                 |  |      | 13,063               |  |      |   | 12,097 |  |  |   | 10,312 |  |  |   | 9,508 | 
|                                   |  |                                                   |        |   |  |  |      |                                                 |  |      |                      |  |      |   |        |  |  |   |        |  |  |   |       | 
|Accrued Penalties                  |  |                                                   |        |   |  |  |      |                                                 |  |      |                      |  |      |   |        |  |  |   |        |  |  |   |       | 
|Balance at the beginning of period |  |                                                   | 9,102  |   |  |  |      |                                                 |  |      | 8,474                |  |      |   | 7,887  |  |  |   | 7,421  |  |  |   | 6,869 | 
|Changes                            |  |                                                   | (39    | ) |  |  |      |                                                 |  |      | 199                  |  |      |   | 587    |  |  |   | 466    |  |  |   | 552   | 
|                                   |  |                                                   |        |   |  |  |      |                                                 |  |      |                      |  |      |   |        |  |  |   |        |  |  |   |       | 
|Balance at the end of period       |  | $                                                 | 9,063  |   |  |  |      |                                                 |  | $    | 8,673                |  |      | $ | 8,474  |  |  | $ | 7,887  |  |  | $ | 7,421 | 
|                                   |  |                                                   |        |   |  |  |      |                                                 |  |      |                      |  |      |   |        |  |  |   |        |  |  |   |       | 

We file income tax returns in the U.S. and various state, local, and foreign jurisdictions. For the three
months ended December 31, 2010, we are included in GMs consolidated U.S. federal income tax return. Similarly, we will also file unitary, combined or consolidated state and local tax returns with GM in certain jurisdictions. In some
states, local, and federal taxing jurisdictions where filing a separate income tax return is mandated, we will continue to file separately. Our predecessor consolidated federal income tax returns for fiscal 2006, 2007, 2008 and 2009 are under audit
by the Internal Revenue Service (IRS). The IRS completed its examination of our predecessor consolidated federal income tax returns for fiscal 2004 and 2005 in the second quarter of fiscal 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 predecessor federal income tax returns
prior to fiscal 2004 are closed. Foreign and state jurisdictions have statutes of limitations that generally range from three to five years. Certain of our predecessor tax returns are currently under examination in various state tax
jurisdictions.

In the event we recognize taxable income in any period beginning on or after October 1, 2010, we would be
obligated to pay GM for our separate federal or state tax liabilities. Likewise, GM is obligated to reimburse us for the tax effects of net operating losses to the extent such losses are carried back by us to a period beginning on or after
October 1, 2010, determined as if we had filed separate income tax returns. Amounts owed to or from GM for income tax are accrued and recorded as an intercompany payable or receivable. Any difference between the amounts to be paid or received
under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes is reported in the our consolidated financial statements through additional paid-in capital. As of December 31, 2010, we have recorded
a liability to GM in the amount of $42.2 million, representing the tax effects of income earned subsequent to the Merger.



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|18. | Earnings per Share  Predecessor
|--- | --------------------------------

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):



|                                                       |  |                                                 |             |  |                      |      |             |  |      |   |             |   |  |   |             |  
|------------------------------------------------------ |  | ----------------------------------------------- | ----------- |  | -------------------- | ---- | ----------- |  | ---- | - | ----------- | - |  | - | ----------- | -
|                                                       |  | Predecessor                                     |            
|                                                       |  | Period FromJuly 1, 2010ThroughSeptember 30,2010 |             |  | Years Ended June 30, |     
|                                                       |  |                                                 | 2010        |  |                      | 2009 |             |  | 2008 |  
|Net income (loss)                                      |  | $                                               | 51,300      |  |                      | $    | 220,546     |  |      | $ | (10,889     | ) |  | $ | (82,369     | )
|                                                       |  |                                                 |             |  |                      |      |             |  |      |   |             |   |  |   |             |  
|Basic weighted average shares                          |  |                                                 | 135,232,827 |  |                      |      | 133,845,238 |  |      |   | 125,239,241 |   |  |   | 114,962,241 |  
|Incremental shares resulting from assumed conversions: |  |                                                 |             |  |                      |      |             |  |      |   |             |   |  |   |             |  
|Stock based compensation and warrants                  |  |                                                 | 5,069,928   |  |                      |      | 4,334,707   |  |      |   |             |   |  |   |             |  
|                                                       |  |                                                 |             |  |                      |      |             |  |      |   |             |   |  |   |             |  
|Diluted weighted average shares                        |  |                                                 | 140,302,755 |  |                      |      | 138,179,945 |  |      |   | 125,239,241 |   |  |   | 114,962,241 |  
|                                                       |  |                                                 |             |  |                      |      |             |  |      |   |             |   |  |   |             |  
|Earnings (loss) per share:                             |  |                                                 |             |  |                      |      |             |  |      |   |             |   |  |   |             |  
|Basic                                                  |  | $                                               | 0.38        |  |                      | $    | 1.65        |  |      | $ | (0.09       | ) |  | $ | (0.72       | )
|                                                       |  |                                                 |             |  |                      |      |             |  |      |   |             |   |  |   |             |  
|Diluted                                                |  | $                                               | 0.37        |  |                      | $    | 1.60        |  |      | $ | (0.09       | ) |  | $ | (0.72       | )
|                                                       |  |                                                 |             |  |                      |      |             |  |      |   |             |   |  |   |             |  

As a result of the Merger, our stock is no longer publicly traded and earnings per share is no longer
required.

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

Diluted earnings per share was computed by dividing net income by the diluted weighted average shares, including incremental
shares. The treasury stock method was used to compute the assumed incremental shares related to our outstanding stock-based compensation and warrants. The average common stock market prices for the periods were used to determine the number of
incremental shares. Options to purchase approximately 0.7 million shares of common stock for fiscal 2010, 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 fiscal 2010, 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. For fiscal 2009 and 2008, diluted loss per share was computed by dividing net loss by the diluted weighted average shares, assuming no incremental shares because all potentially dilutive common stock equivalents
are anti-dilutive.



|19. | Supplemental Cash Flow Information
|--- | ----------------------------------

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



|                                  |  |                                                   |        |  |  |  |      |                                                 |  |      |                      |  |      |   |         |  |  |   |         |  |  |   |         | 
|--------------------------------- |  | ------------------------------------------------- | ------ |  |  |  | ---- | ----------------------------------------------- |  | ---- | -------------------- |  | ---- | - | ------- |  |  | - | ------- |  |  | - | ------- | 
|                                  |  | Successor                                         |        |  |  |  |      | Predecessor                                     | 
|                                  |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |        |  |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | Years Ended June 30, | 
|                                  |  |                                                   |        |  |  |  | 2010 |                                                 |  | 2009 |                      |  | 2008 |  
|Interest costs (none capitalized) |  | $                                                 | 66,399 |  |  |  |      |                                                 |  | $    | 90,490               |  |      | $ | 446,699 |  |  | $ | 645,386 |  |  | $ | 835,698 | 
|Income taxes                      |  |                                                   | 45,878 |  |  |  |      |                                                 |  |      | 28,904               |  |      |   | 190,825 |  |  |   | 2,501   |  |  |   | 79,926  | 

Non-cash investing
and financing activities, not otherwise disclosed, during fiscal 2009 and 2008, included $3.8 million and $5.8 million, respectively, of common stock issued for employee benefit plans.



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Cash payments related to income taxes do not include $280.0 million, $21.9 million and $0.02
million in income tax refunds received during fiscal 2010, 2009 and 2008, respectively.



|20. | Supplemental Disclosure for Accumulated Other Comprehensive Income (Loss)
|--- | -------------------------------------------------------------------------

A summary of changes in accumulated other comprehensive income (loss) is as follows (in thousands):



|                                                                                                                                                           |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------- | ----- | - |  |  | ---- | ----------------------------------------------- |  | ---- | -------------------- | - | ---- | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                                                                                           |  | Successor                                         |       |   |  |  |      | Predecessor                                     | 
|                                                                                                                                                           |  | Period FromOctober 1, 2010ThroughDecember 31,2010 |       |   |  |  |      | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |      | Years Ended June 30, |  
|                                                                                                                                                           |  |                                                   |       |   |  |  | 2010 |                                                 |  | 2009 |                      |   | 2008 |  
|Unrealized (losses) gains on cash flow hedges:                                                                                                             |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Balance at beginning of period                                                                                                                             |  |                                                   |       |   |  |  |      |                                                 |  | $    | (34,818              | ) |      | $ | (62,509 | ) |  | $ | (44,676 | ) |  | $ | 8,345   |  
|Change in fair value associated with current period hedging activities, net of taxes of $(170), $(3,001), $(13,333) $(39,818),
and $(40,595), respectively |  | $                                                 | (294  | ) |  |  |      |                                                 |  |      | (5,217               | ) |      |   | (23,428 | ) |  |   | (69,297 | ) |  |   | (68,444 | )
|Reclassification into earnings, net of taxes of $19, $5,285, $28,948, $30,780, and $9,212, respectively                                                    |  |                                                   | 33    |   |  |  |      |                                                 |  |      | 9,188                |   |      |   | 51,119  |   |  |   | 51,464  |   |  |   | 15,423  |  
|                                                                                                                                                           |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Balance at end of period                                                                                                                                   |  |                                                   | (261  | ) |  |  |      |                                                 |  |      | (30,847              | ) |      |   | (34,818 | ) |  |   | (62,509 | ) |  |   | (44,676 | )
|                                                                                                                                                           |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Foreign currency translation adjustment:                                                                                                                   |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Balance at beginning of period                                                                                                                             |  |                                                   |       |   |  |  |      |                                                 |  |      | 46,688               |   |      |   | 41,410  |   |  |   | 38,272  |   |  |   | 37,114  |  
|Translation gain net of taxes of $0, $743, $2,952, $(2,388), and $4,697, respectively                                                                      |  |                                                   | 1,819 |   |  |  |      |                                                 |  |      | 1,312                |   |      |   | 5,278   |   |  |   | 3,138   |   |  |   | 1,158   |  
|                                                                                                                                                           |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Balance at end of period                                                                                                                                   |  |                                                   | 1,819 |   |  |  |      |                                                 |  |      | 48,000               |   |      |   | 46,688  |   |  |   | 41,410  |   |  |   | 38,272  |  
|                                                                                                                                                           |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Net unrealized gains on credit enhancement assets:                                                                                                         |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Balance at beginning of period                                                                                                                             |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   | 235     |  
|Unrealized (losses) gains, net of taxes of $54                                                                                                             |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   | (114    | )
|Reclassification into earnings, net of taxes of $(51)                                                                                                      |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   | (121    | )
|                                                                                                                                                           |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Balance at end of period                                                                                                                                   |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|                                                                                                                                                           |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  
|Total accumulated other comprehensive income (loss)                                                                                                        |  | $                                                 | 1,558 |   |  |  |      |                                                 |  | $    | 17,153               |   |      | $ | 11,870  |   |  | $ | (21,099 | ) |  | $ | (6,404  | )
|                                                                                                                                                           |  |                                                   |       |   |  |  |      |                                                 |  |      |                      |   |      |   |         |   |  |   |         |   |  |   |         |  



|21. | Fair Value of Financial Instruments
|--- | -----------------------------------

FASB guidance regarding disclosures about fair value of financial instruments requires 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. Disclosures about fair value of financial instruments



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exclude 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):



|                                               |  |  |     |  |                   |   |           |                     |  |   |               |  |  |               |  |  |                     |   |           |               |  |   |                     |  |  |   |            |  |  |   |           | 
|---------------------------------------------- |  |  | --- |  | ----------------- | - | --------- | ------------------- |  | - | ------------- |  |  | ------------- |  |  | ------------------- | - | --------- | ------------- |  | - | ------------------- |  |  | - | ---------- |  |  | - | --------- | 
|                                               |  |  |     |  | Successor         |   |           |                     |  |   | Predecessor   | 
|                                               |  |  |     |  | December 31, 2010 |   |           |                     |  |   | June 30, 2010 |  |  | June 30, 2009 | 
|                                               |  |  |     |  | CarryingValue     |   |           | EstimatedFair Value |  |   |               |  |  | CarryingValue |  |  | EstimatedFair Value |   |           | CarryingValue |  |   | EstimatedFair Value | 
|Financial assets:                              |  |  |     |  |                   |   |           |                     |  |   |               |  |  |               |  |  |                     |   |           |               |  |   |                     |  |  |   |            |  |  |   |           | 
|Cash and cash equivalents                      |  |  | (a) |  |                   | $ | 194,554   |                     |  | $ | 194,554       |  |  |               |  |  |                     | $ | 282,273   |               |  | $ | 282,273             |  |  | $ | 193,287    |  |  | $ | 193,287   | 
|Finance receivables, net                       |  |  | (b) |  |                   |   | 8,197,324 |                     |  | $ | 8,185,854     |  |  |               |  |  |                     |   | 8,160,208 |               |  |   | 8,110,223           |  |  |   | 10,037,329 |  |  |   | 9,717,655 | 
|Restricted cash  securitization notes payable |  |  | (a) |  |                   |   | 926,082   |                     |  |   | 926,082       |  |  |               |  |  |                     |   | 930,155   |               |  |   | 930,155             |  |  |   | 851,606    |  |  |   | 851,606   | 
|Restricted cash  credit facilities            |  |  | (a) |  |                   |   | 131,438   |                     |  |   | 131,438       |  |  |               |  |  |                     |   | 142,725   |               |  |   | 142,725             |  |  |   | 195,079    |  |  |   | 195,079   | 
|Restricted cash  other                        |  |  | (a) |  |                   |   | 32,920    |                     |  |   | 32,920        |  |  |               |  |  |                     |   | 26,960    |               |  |   | 26,960              |  |  |   | 46,905     |  |  |   | 46,905    | 
|Interest rate swap agreements                  |  |  | (d) |  |                   |   | 23,058    |                     |  |   | 23,058        |  |  |               |  |  |                     |   | 26,194    |               |  |   | 26,194              |  |  |   | 24,267     |  |  |   | 24,267    | 
|Interest rate cap agreements purchased         |  |  | (d) |  |                   |   | 7,899     |                     |  |   | 7,899         |  |  |               |  |  |                     |   | 3,188     |               |  |   | 3,188               |  |  |   | 15,858     |  |  |   | 15,858    | 
|Investment in money market fund                |  |  | (d) |  |                   |   |           |                     |  |   |               |  |  |               |  |  |                     |   |           |               |  |   |                     |  |  |   | 8,027      |  |  |   | 8,027     | 
|Financial liabilities:                         |  |  |     |  |                   |   |           |                     |  |   |               |  |  |               |  |  |                     |   |           |               |  |   |                     |  |  |   |            |  |  |   |           | 
|Credit facilities                              |  |  | (c) |  |                   |   | 831,802   |                     |  |   | 832,054       |  |  |               |  |  |                     |   | 598,946   |               |  |   | 598,946             |  |  |   | 1,630,133  |  |  |   | 1,630,133 | 
|Securitization notes payable                   |  |  | (d) |  |                   |   | 6,128,217 |                     |  |   | 6,106,963     |  |  |               |  |  |                     |   | 6,108,976 |               |  |   | 6,230,902           |  |  |   | 7,426,687  |  |  |   | 6,879,245 | 
|Senior notes                                   |  |  | (d) |  |                   |   | 70,054    |                     |  |   | 71,472        |  |  |               |  |  |                     |   | 70,620    |               |  |   | 70,620              |  |  |   | 91,620     |  |  |   | 85,207    | 
|Convertible senior notes                       |  |  | (d) |  |                   |   | 1,446     |                     |  |   | 1,447         |  |  |               |  |  |                     |   | 414,068   |               |  |   | 414,007             |  |  |   | 392,514    |  |  |   | 328,396   | 
|Interest rate swap agreements                  |  |  | (d) |  |                   |   | 46,797    |                     |  |   | 46,797        |  |  |               |  |  |                     |   | 70,421    |               |  |   | 70,421              |  |  |   | 131,885    |  |  |   | 131,885   | 
|Interest rate cap agreements sold              |  |  | (d) |  |                   |   | 8,094     |                     |  |   | 8,094         |  |  |               |  |  |                     |   | 3,320     |               |  |   | 3,320               |  |  |   | 16,644     |  |  |   | 16,644    | 
|Foreign currency contracts                     |  |  | (d) |  |                   |   | 2,125     |                     |  |   | 2,125         |  |  |               |  |  |                     |   | 1,206     |               |  |   | 1,206               |  |  |   |            |  |  |   |           | 



|(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 the finance receivables is estimated based upon forecasted cash flows on the receivables discounted using a pre-tax weighted average cost of
capital. The forecast includes among other things items such as prepayment, defaults, recoveries and fee income assumptions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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, investment in money market fund, securitization notes payable, senior notes, convertible senior notes
and foreign currency contracts 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|22. | Quarterly Financial Data (unaudited)
|--- | ------------------------------------

The following is a summary of quarterly financial results (dollars in thousands, except per share data):



|                                  |  |              |             |   |               |   |             |              |  |   |               |   |  |   |             | 
|--------------------------------- |  | ------------ | ----------- | - | ------------- | - | ----------- | ------------ |  | - | ------------- | - |  | - | ----------- | 
|                                  |  | FirstQuarter |             |   | SecondQuarter |   |             | ThirdQuarter |  |   | FourthQuarter |  
|Year Ended June 30, 2010          |  |              |             |   |               |   |             |              |  |   |               |   |  |   |             | 
|Total revenue                     |  | $            | 413,284     |   |               | $ | 386,755     |              |  | $ | 361,105       |   |  | $ | 361,673     | 
|Income before income taxes        |  |              | 46,250      |   |               |   | 72,215      |              |  |   | 95,815        |   |  |   | 139,159     | 
|Net income                        |  |              | 25,761      |   |               |   | 46,029      |              |  |   | 63,206        |   |  |   | 85,550      | 
|Basic earnings per share          |  |              | 0.19        |   |               |   | 0.34        |              |  |   | 0.47          |   |  |   | 0.64        | 
|Diluted earnings per share        |  |              | 0.19        |   |               |   | 0.33        |              |  |   | 0.45          |   |  |   | 0.61        | 
|Diluted weighted average shares   |  |              | 136,083,460 |   |               |   | 137,630,694 |              |  |   | 139,231,152   |   |  |   | 139,787,408 | 
|                                  |  |              |             |  
|Year Ended June 30, 2009          |  |              |             |   |               |   |             |              |  |   |               |   |  |   |             | 
|Total revenue                     |  | $            | 566,043     |   |               | $ | 558,597     |              |  | $ | 492,425       |   |  | $ | 450,259     | 
|Income (loss) before income taxes |  |              | (5,196      | ) |               |   | (52,805     | )            |  |   | 11,590        |   |  |   | 46,264      | 
|Net income (loss)                 |  |              | (5,274      | ) |               |   | (35,002     | )            |  |   | (2,406        | ) |  |   | 31,793      | 
|Basic earnings (loss) per share   |  |              | (0.05       | ) |               |   | (0.29       | )            |  |   | (0.02         | ) |  |   | 0.24        | 
|Diluted earnings (loss) per share |  |              | (0.05       | ) |               |   | (0.29       | )            |  |   | (0.02         | ) |  |   | 0.24        | 
|Diluted weighted average shares   |  |              | 116,271,119 |   |               |   | 120,106,666 |              |  |   | 131,914,885   |   |  |   | 133,523,867 | 



|23. | Guarantor Consolidating Financial Statements
|--- | --------------------------------------------

The payment of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries (the Subsidiary Guarantors). The separate financial
statements of the Subsidiary Guarantors are not included herein because the Subsidiary Guarantors are our wholly-owned consolidated subsidiaries and are jointly, severally, fully and unconditionally liable for the obligations represented by the
convertible senior notes. We believe that the consolidating financial information for General Motors Financial Company, Inc., 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) General Motors Financial Company, Inc. (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 as of December 31, 2010, June 30, 2010 and 2009 and for the three month period ended December 31, 2010, the three month period ended September 30, 2010 and for each of the three years in the period
ended June 30, 2010.

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



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

December 31, 2010

(in thousands)



|                                               |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|---------------------------------------------- |  | ---------------------------------- | --------- |  | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ------------ | ----------- | - |  | - | ---------- | 
|                                               |  | GeneralMotorsFinancialCompany,Inc. |           |  | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Consolidated |            
|ASSETS                                         |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Cash and cash equivalents                      |  |                                    |           |  |            | $ | 187,452   |                |  | $ | 7,102        |   |  |              |             |   |  | $ | 194,554    | 
|Finance receivables, net                       |  |                                    |           |  |            |   | 548,506   |                |  |   | 7,648,818    |   |  |              |             |   |  |   | 8,197,324  | 
|Restricted cash  securitization notes payable |  |                                    |           |  |            |   |           |                |  |   | 926,082      |   |  |              |             |   |  |   | 926,082    | 
|Restricted cash  credit facilities            |  |                                    |           |  |            |   |           |                |  |   | 131,438      |   |  |              |             |   |  |   | 131,438    | 
|Property and equipment, net                    |  | $                                  | 2,520     |  |            |   | 44,751    |                |  |   | 19           |   |  |              |             |   |  |   | 47,290     | 
|Leased vehicles, net                           |  |                                    |           |  |            |   | 1,626     |                |  |   | 45,154       |   |  |              |             |   |  |   | 46,780     | 
|Deferred income taxes                          |  |                                    | 109,232   |  |            |   | 49,333    |                |  |   | (18,042      | ) |  |              |             |   |  |   | 140,523    | 
|Goodwill                                       |  |                                    | 1,112,284 |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   | 1,112,284  | 
|Income tax receivable                          |  |                                    | 2,067     |  |            |   | 3,808     |                |  |   |              |   |  |              |             |   |  |   | 5,875      | 
|Other assets                                   |  |                                    | 13,646    |  |            |   | 75,430    |                |  |   | 27,512       |   |  |              |             |   |  |   | 116,588    | 
|Due from affiliates                            |  |                                    | 144,607   |  |            |   |           |                |  |   | 2,567,998    |   |  | $            | (2,712,605  | ) |  |   |            | 
|Investment in affiliates                       |  |                                    | 2,457,613 |  |            |   | 4,441,736 |                |  |   | 809,449      |   |  |              | (7,708,798  | ) |  |   |            | 
|                                               |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Total assets                                   |  | $                                  | 3,841,969 |  |            | $ | 5,352,642 |                |  | $ | 12,145,530   |   |  | $            | (10,421,403 | ) |  | $ | 10,918,738 | 
|                                               |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Liabilities:                                   |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Credit facilities                              |  |                                    |           |  |            |   |           |                |  | $ | 831,802      |   |  |              |             |   |  | $ | 831,802    | 
|Securitization notes payable                   |  |                                    |           |  |            |   |           |                |  |   | 6,128,217    |   |  |              |             |   |  |   | 6,128,217  | 
|Senior notes                                   |  | $                                  | 70,054    |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   | 70,054     | 
|Convertible senior notes                       |  |                                    | 1,446     |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   | 1,446      | 
|Accrued taxes and expenses                     |  |                                    | 240,361   |  |            | $ | 19,740    |                |  |   | 39,994       |   |  |              |             |   |  |   | 300,095    | 
|Interest rate swap agreements                  |  |                                    |           |  |            |   |           |                |  |   | 46,797       |   |  |              |             |   |  |   | 46,797     | 
|Other liabilities                              |  |                                    |           |  |            |   | 10,219    |                |  |   |              |   |  |              |             |   |  |   | 10,219     | 
|Due to affiliates                              |  |                                    |           |  |            |   | 2,712,605 |                |  |   |              |   |  | $            | (2,712,605  | ) |  |   |            | 
|                                               |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Total liabilities                              |  |                                    | 311,861   |  |            |   | 2,742,564 |                |  |   | 7,046,810    |   |  |              | (2,712,605  | ) |  |   | 7,388,630  | 
|                                               |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Shareholders equity:                          |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Common stock                                   |  |                                    |           |  |            |   | 90,474    |                |  |   |              |   |  |              | (90,474     | ) |  |   |            | 
|Additional paid-in capital                     |  |                                    | 3,453,917 |  |            |   | 75,895    |                |  |   | 1,695,754    |   |  |              | (1,771,649  | ) |  |   | 3,453,917  | 
|Accumulated other comprehensive
income (loss)  |  |                                    | 1,558     |  |            |   | 54,787    |                |  |   | (261         | ) |  |              | (54,526     | ) |  |   | 1,558      | 
|Retained earnings                              |  |                                    | 74,633    |  |            |   | 2,388,922 |                |  |   | 3,403,227    |   |  |              | (5,792,149  | ) |  |   | 74,633     | 
|                                               |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Total shareholders equity                     |  |                                    | 3,530,108 |  |            |   | 2,610,078 |                |  |   | 5,098,720    |   |  |              | (7,708,798  | ) |  |   | 3,530,108  | 
|                                               |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 
|Total liabilities and
shareholders equity     |  | $                                  | 3,841,969 |  |            | $ | 5,352,642 |                |  | $ | 12,145,530   |   |  | $            | (10,421,403 | ) |  | $ | 10,918,738 | 
|                                               |  |                                    |           |  |            |   |           |                |  |   |              |   |  |              |             |   |  |   |            | 



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

PREDECESSOR

June 30, 2010

(in thousands)



|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|---------------------------------------------- |  | ---------------------------------- | --------- | - | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | --------- | -
|                                               |  | GeneralMotorsFinancialCompany,Inc. |           |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Consolidated |           
|ASSETS                                         |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Cash and cash equivalents                      |  |                                    |           |   |            | $ | 275,139   |                |  | $ | 7,134        |   |  |              |            |   |  | $ | 282,273   |  
|Finance receivables, net                       |  |                                    |           |   |            |   | 823,241   |                |  |   | 7,336,967    |   |  |              |            |   |  |   | 8,160,208 |  
|Restricted cash  securitization notes payable |  |                                    |           |   |            |   |           |                |  |   | 930,155      |   |  |              |            |   |  |   | 930,155   |  
|Restricted cash  credit facilities            |  |                                    |           |   |            |   |           |                |  |   | 142,725      |   |  |              |            |   |  |   | 142,725   |  
|Property and equipment, net                    |  | $                                  | 5,194     |   |            |   | 32,540    |                |  |   |              |   |  |              |            |   |  |   | 37,734    |  
|Leased vehicles, net                           |  |                                    |           |   |            |   | 3,194     |                |  |   | 91,483       |   |  |              |            |   |  |   | 94,677    |  
|Deferred income taxes                          |  |                                    | 13,118    |   |            |   | 107,912   |                |  |   | (39,194      | ) |  |              |            |   |  |   | 81,836    |  
|Other assets                                   |  |                                    | 3,751     |   |            |   | 97,010    |                |  |   | 50,664       |   |  |              |            |   |  |   | 151,425   |  
|Due from affiliates                            |  |                                    | 741,354   |   |            |   |           |                |  |   | 1,857,097    |   |  | $            | (2,598,451 | ) |  |   |           |  
|Investment in affiliates                       |  |                                    | 2,256,871 |   |            |   | 3,753,620 |                |  |   | 820,266      |   |  |              | (6,830,757 | ) |  |   |           |  
|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Total assets                                   |  | $                                  | 3,020,288 |   |            | $ | 5,092,656 |                |  | $ | 11,197,297   |   |  | $            | (9,429,208 | ) |  | $ | 9,881,033 |  
|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Liabilities:                                   |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Credit facilities                              |  |                                    |           |   |            |   |           |                |  | $ | 598,946      |   |  |              |            |   |  | $ | 598,946   |  
|Securitization notes payable                   |  |                                    |           |   |            |   |           |                |  |   | 6,108,976    |   |  |              |            |   |  |   | 6,108,976 |  
|Senior notes                                   |  | $                                  | 70,620    |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   | 70,620    |  
|Convertible senior notes                       |  |                                    | 414,068   |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   | 414,068   |  
|Accrued taxes and expenses                     |  |                                    | 135,058   |   |            | $ | 34,229    |                |  |   | 40,726       |   |  |              |            |   |  |   | 210,013   |  
|Interest rate swap agreements                  |  |                                    |           |   |            |   |           |                |  |   | 70,421       |   |  |              |            |   |  |   | 70,421    |  
|Other liabilities                              |  |                                    | 118       |   |            |   | 7,447     |                |  |   |              |   |  |              |            |   |  |   | 7,565     |  
|Due to affiliates                              |  |                                    |           |   |            |   | 2,598,451 |                |  |   |              |   |  | $            | (2,598,451 | ) |  |   |           |  
|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Total liabilities                              |  |                                    | 619,864   |   |            |   | 2,640,127 |                |  |   | 6,819,069    |   |  |              | (2,598,451 | ) |  |   | 7,480,609 |  
|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Shareholders equity:                          |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Common stock                                   |  |                                    | 1,369     |   |            |   | 110,457   |                |  |   |              |   |  |              | (110,457   | ) |  |   | 1,369     |  
|Additional paid-in capital                     |  |                                    | 327,095   |   |            |   | 75,887    |                |  |   | 1,272,491    |   |  |              | (1,348,378 | ) |  |   | 327,095   |  
|Accumulated other comprehensive income (loss)  |  |                                    | 11,870    |   |            |   | 45,256    |                |  |   | (34,818      | ) |  |              | (10,438    | ) |  |   | 11,870    |  
|Retained earnings                              |  |                                    | 2,099,005 |   |            |   | 2,220,929 |                |  |   | 3,140,555    |   |  |              | (5,361,484 | ) |  |   | 2,099,005 |  
|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|                                               |  |                                    | 2,439,339 |   |            |   | 2,452,529 |                |  |   | 4,378,228    |   |  |              | (6,830,757 | ) |  |   | 2,439,339 |  
|Treasury stock                                 |  |                                    | (38,915   | ) |            |   |           |                |  |   |              |   |  |              |            |   |  |   | (38,915   | )
|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Total shareholders equity                     |  |                                    | 2,400,424 |   |            |   | 2,452,529 |                |  |   | 4,378,228    |   |  |              | (6,830,757 | ) |  |   | 2,400,424 |  
|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Total liabilities and shareholders equity     |  | $                                  | 3,020,288 |   |            | $ | 5,092,656 |                |  | $ | 11,197,297   |   |  | $            | (9,429,208 | ) |  | $ | 9,881,033 |  
|                                               |  |                                    |           |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

PREDECESSOR

June 30, 2009

(in thousands)



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



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF OPERATIONS

SUCCESSOR

October 1, 2010  December 31, 2010

(in thousands)



|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 
|------------------------------ |  | ---------------------------------- | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ |  |  | ------------ | -------- | - |  | - | ------- | 
|                               |  | GeneralMotorsFinancialCompany,Inc. |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |  |  | Consolidated |         
|Revenue                        |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 
|Finance charge income          |  |                                    |         |   |            | $ | 17,487  |                |  | $ | 246,860      |  |  |              |          |   |  | $ | 264,347 | 
|Other income                   |  | $                                  | 10,209  |   |            |   | 89,664  |                |  |   | 127,010      |  |  | $            | (210,059 | ) |  |   | 16,824  | 
|Equity in income of affiliates |  |                                    | 92,471  |   |            |   | 79,048  |                |  |   |              |  |  |              | (171,519 | ) |  |   |         | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 
|                               |  |                                    | 102,680 |   |            |   | 186,199 |                |  |   | 373,870      |  |  |              | (381,578 | ) |  |   | 281,171 | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 
|Costs and expenses             |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 
|Operating expenses             |  |                                    | 20,474  |   |            |   | 99      |                |  |   | 49,868       |  |  |              |          |   |  |   | 70,441  | 
|Leased vehicles expenses       |  |                                    |         |   |            |   | 334     |                |  |   | 1,772        |  |  |              |          |   |  |   | 2,106   | 
|Provision for loan losses      |  |                                    |         |   |            |   | 4,312   |                |  |   | 22,040       |  |  |              |          |   |  |   | 26,352  | 
|Interest expense               |  |                                    | 7,913   |   |            |   | 104,026 |                |  |   | 134,804      |  |  |              | (210,059 | ) |  |   | 36,684  | 
|Acquisition expenses           |  |                                    |         |   |            |   | 16,322  |                |  |   |              |  |  |              |          |   |  |   | 16,322  | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 
|                               |  |                                    | 28,387  |   |            |   | 125,093 |                |  |   | 208,484      |  |  |              | (210,059 | ) |  |   | 151,905 | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 
|Income before income taxes     |  |                                    | 74,293  |   |            |   | 61,106  |                |  |   | 165,386      |  |  |              | (171,519 | ) |  |   | 129,266 | 
|Income tax (benefit) provision |  |                                    | (340    | ) |            |   | (31,365 | )              |  |   | 86,338       |  |  |              |          |   |  |   | 54,633  | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 
|Net income                     |  | $                                  | 74,633  |   |            | $ | 92,471  |                |  | $ | 79,048       |  |  | $            | (171,519 | ) |  | $ | 74,633  | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         | 



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF OPERATIONS

PREDECESSOR

July 1, 2010  September 30, 2010

(in thousands)



|                               |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  
|------------------------------ |  | ---------------------------------- | ------ | - | ---------- | - | ------- | -------------- |  | - | ------------ |  |  | ------------ | -------- | - |  | - | ------- | -
|                               |  | GeneralMotorsFinancialCompany,Inc. |        |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |  |  | Consolidated |         
|Revenue                        |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  
|Finance charge income          |  |                                    |        |   |            | $ | 39,846  |                |  | $ | 302,503      |  |  |              |          |   |  | $ | 342,349 |  
|Other income                   |  | $                                  | 8,644  |   |            |   | 92,609  |                |  |   | 139,765      |  |  | $            | (210,743 | ) |  |   | 30,275  |  
|Equity in income of affiliates |  |                                    | 70,729 |   |            |   | 114,399 |                |  |   |              |  |  |              | (185,128 | ) |  |   |         |  
|                               |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  
|                               |  |                                    | 79,373 |   |            |   | 246,854 |                |  |   | 442,268      |  |  |              | (395,871 | ) |  |   | 372,624 |  
|                               |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  
|Costs and expenses             |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  
|Operating expenses             |  |                                    | 18,104 |   |            |   | 4,110   |                |  |   | 46,641       |  |  |              |          |   |  |   | 68,855  |  
|Leased vehicles expenses       |  |                                    |        |   |            |   | 867     |                |  |   | 5,672        |  |  |              |          |   |  |   | 6,539   |  
|Provision for loan losses      |  |                                    |        |   |            |   | 57,628  |                |  |   | 16,990       |  |  |              |          |   |  |   | 74,618  |  
|Interest expense               |  |                                    | 11,394 |   |            |   | 94,245  |                |  |   | 194,468      |  |  |              | (210,743 | ) |  |   | 89,364  |  
|Acquisition expenses           |  |                                    | 6,199  |   |            |   | 36,452  |                |  |   |              |  |  |              |          |   |  |   | 42,651  |  
|Restructuring charges, net     |  |                                    |        |   |            |   | (39     | )              |  |   |              |  |  |              |          |   |  |   | (39     | )
|                               |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  
|                               |  |                                    | 35,697 |   |            |   | 193,263 |                |  |   | 263,771      |  |  |              | (210,743 | ) |  |   | 281,988 |  
|                               |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  
|Income before income taxes     |  |                                    | 43,676 |   |            |   | 53,591  |                |  |   | 178,497      |  |  |              | (185,128 | ) |  |   | 90,636  |  
|Income tax (benefit) provision |  |                                    | (7,624 | ) |            |   | (17,138 | )              |  |   | 64,098       |  |  |              |          |   |  |   | 39,336  |  
|                               |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  
|Net income                     |  | $                                  | 51,300 |   |            | $ | 70,729  |                |  | $ | 114,399      |  |  | $            | (185,128 | ) |  | $ | 51,300  |  
|                               |  |                                    |        |   |            |   |         |                |  |   |              |  |  |              |          |   |  |   |         |  



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF OPERATIONS

PREDECESSOR

Year Ended June 30, 2010

(in thousands)



|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 
|------------------------------ |  | ---------------------------------- | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ |  |  | ------------ | ---------- | - |  | - | --------- | 
|                               |  | GeneralMotorsFinancialCompany,Inc. |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |  |  | Consolidated |           
|Revenue                        |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 
|Finance charge income          |  |                                    |         |   |            | $ | 107,750 |                |  | $ | 1,323,569    |  |  |              |            |   |  | $ | 1,431,319 | 
|Other income                   |  | $                                  | 29,634  |   |            |   | 444,840 |                |  |   | 822,260      |  |  | $            | (1,205,519 | ) |  |   | 91,215    | 
|Gain on retirement of debt     |  |                                    | 283     |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   | 283       | 
|Equity in income of affiliates |  |                                    | 243,078 |   |            |   | 368,597 |                |  |   |              |  |  |              | (611,675   | ) |  |   |           | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 
|                               |  |                                    | 272,995 |   |            |   | 921,187 |                |  |   | 2,145,829    |  |  |              | (1,817,194 | ) |  |   | 1,522,817 | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 
|Costs and expenses             |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 
|Operating expenses             |  |                                    | 17,771  |   |            |   | 58,849  |                |  |   | 212,171      |  |  |              |            |   |  |   | 288,791   | 
|Leased vehicles expenses       |  |                                    |         |   |            |   | 1,684   |                |  |   | 32,955       |  |  |              |            |   |  |   | 34,639    | 
|Provision for loan losses      |  |                                    |         |   |            |   | 174,646 |                |  |   | 213,412      |  |  |              |            |   |  |   | 388,058   | 
|Interest expense               |  |                                    | 45,950  |   |            |   | 507,082 |                |  |   | 1,109,709    |  |  |              | (1,205,519 | ) |  |   | 457,222   | 
|Restructuring charges          |  |                                    |         |   |            |   | 668     |                |  |   |              |  |  |              |            |   |  |   | 668       | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 
|                               |  |                                    | 63,721  |   |            |   | 742,929 |                |  |   | 1,568,247    |  |  |              | (1,205,519 | ) |  |   | 1,169,378 | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 
|Income before income taxes     |  |                                    | 209,274 |   |            |   | 178,258 |                |  |   | 577,582      |  |  |              | (611,675   | ) |  |   | 353,439   | 
|Income tax (benefit) provision |  |                                    | (11,272 | ) |            |   | (64,820 | )              |  |   | 208,985      |  |  |              |            |   |  |   | 132,893   | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 
|Net income                     |  | $                                  | 220,546 |   |            | $ | 243,078 |                |  | $ | 368,597      |  |  | $            | (611,675   | ) |  | $ | 220,546   | 
|                               |  |                                    |         |   |            |   |         |                |  |   |              |  |  |              |            |   |  |   |           | 



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF OPERATIONS

PREDECESSOR

Year Ended June 30, 2009

(in thousands)



|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|--------------------------------- |  | ---------------------------------- | ------- | - | ---------- | - | --------- | -------------- |  | - | ------------ |  |  | ------------ | ---------- | - |  | - | --------- | -
|                                  |  | GeneralMotorsFinancialCompany,Inc. |         |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |  |  | Consolidated |           
|Revenue                           |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|Finance charge income             |  |                                    |         |   |            | $ | 74,562    |                |  | $ | 1,828,122    |  |  |              |            |   |  | $ | 1,902,684 |  
|Other income                      |  | $                                  | 38,193  |   |            |   | 892,546   |                |  |   | 1,762,638    |  |  | $            | (2,576,889 | ) |  |   | 116,488   |  
|Gain on retirement of debt        |  |                                    | 48,152  |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   | 48,152    |  
|Equity in income of affiliates    |  |                                    | 20,535  |   |            |   | 143,940   |                |  |   |              |  |  |              | (164,475   | ) |  |   |           |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|                                  |  |                                    | 106,880 |   |            |   | 1,111,048 |                |  |   | 3,590,760    |  |  |              | (2,741,364 | ) |  |   | 2,067,324 |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|Costs and expenses                |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|Operating expenses                |  |                                    | 32,701  |   |            |   | 29,914    |                |  |   | 246,188      |  |  |              |            |   |  |   | 308,803   |  
|Leased vehicles expenses          |  |                                    |         |   |            |   | 4,955     |                |  |   | 42,925       |  |  |              |            |   |  |   | 47,880    |  
|Provision for loan losses         |  |                                    |         |   |            |   | 105,919   |                |  |   | 866,462      |  |  |              |            |   |  |   | 972,381   |  
|Interest expense                  |  |                                    | 100,228 |   |            |   | 992,563   |                |  |   | 2,210,658    |  |  |              | (2,576,889 | ) |  |   | 726,560   |  
|Restructuring charges             |  |                                    |         |   |            |   | 11,847    |                |  |   |              |  |  |              |            |   |  |   | 11,847    |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|                                  |  |                                    | 132,929 |   |            |   | 1,145,198 |                |  |   | 3,366,233    |  |  |              | (2,576,889 | ) |  |   | 2,067,471 |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|(Loss) income before income taxes |  |                                    | (26,049 | ) |            |   | (34,150   | )              |  |   | 224,527      |  |  |              | (164,475   | ) |  |   | (147      | )
|Income tax (benefit) provision    |  |                                    | (15,160 | ) |            |   | (54,685   | )              |  |   | 80,587       |  |  |              |            |   |  |   | 10,742    |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|Net (loss) income                 |  | $                                  | (10,889 | ) |            | $ | 20,535    |                |  | $ | 143,940      |  |  | $            | (164,475   | ) |  | $ | (10,889   | )
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF OPERATIONS

PREDECESSOR

Year Ended June 30, 2008

(in thousands)



|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|--------------------------------- |  | ---------------------------------- | ------- | - | ---------- | - | --------- | -------------- |  | - | ------------ |  |  | ------------ | ---------- | - |  | - | --------- | -
|                                  |  | GeneralMotorsFinancialCompany,Inc. |         |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |  |  | Consolidated |           
|Revenue                           |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|Finance charge income             |  |                                    |         |   |            | $ | 83,321    |                |  | $ | 2,299,163    |  |  |              |            |   |  | $ | 2,382,484 |  
|Other income                      |  | $                                  | 39,232  |   |            |   | 1,347,530 |                |  |   | 2,918,238    |  |  | $            | (4,144,402 | ) |  |   | 160,598   |  
|Equity in income of affiliates    |  |                                    | (57,110 | ) |            |   | 267,141   |                |  |   |              |  |  |              | (210,031   | ) |  |   |           |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|                                  |  |                                    | (17,878 | ) |            |   | 1,697,992 |                |  |   | 5,217,401    |  |  |              | (4,354,433 | ) |  |   | 2,543,082 |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|Costs and expenses                |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|Operating expenses                |  |                                    | 23,167  |   |            |   | 56,895    |                |  |   | 317,752      |  |  |              |            |   |  |   | 397,814   |  
|Leased vehicles expenses          |  |                                    |         |   |            |   | 35,993    |                |  |   | 369          |  |  |              |            |   |  |   | 36,362    |  
|Provision for loan losses         |  |                                    |         |   |            |   | 103,852   |                |  |   | 1,027,110    |  |  |              |            |   |  |   | 1,130,962 |  
|Interest expense                  |  |                                    | 53,762  |   |            |   | 1,434,144 |                |  |   | 3,515,370    |  |  |              | (4,144,402 | ) |  |   | 858,874   |  
|Restructuring charges             |  |                                    |         |   |            |   | 20,116    |                |  |   |              |  |  |              |            |   |  |   | 20,116    |  
|Impairment of goodwill            |  |                                    |         |   |            |   | 212,595   |                |  |   |              |  |  |              |            |   |  |   | 212,595   |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|                                  |  |                                    | 76,929  |   |            |   | 1,863,595 |                |  |   | 4,860,601    |  |  |              | (4,144,402 | ) |  |   | 2,656,723 |  
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|(Loss) income before income taxes |  |                                    | (94,807 | ) |            |   | (165,603  | )              |  |   | 356,800      |  |  |              | (210,031   | ) |  |   | (113,641  | )
|Income tax (benefit) provision    |  |                                    | (12,438 | ) |            |   | (108,493  | )              |  |   | 89,659       |  |  |              |            |   |  |   | (31,272   | )
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  
|Net (loss) income                 |  | $                                  | (82,369 | ) |            | $ | (57,110   | )              |  | $ | 267,141      |  |  | $            | (210,031   | ) |  | $ | (82,369   | )
|                                  |  |                                    |         |   |            |   |           |                |  |   |              |  |  |              |            |   |  |   |           |  



103



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

October 1, 2010  December 31, 2010

(in thousands)



|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|--------------------------------------------------------------------------------- |  | ---------------------------------- | -------- | - | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | -------- | -
|                                                                                  |  | GeneralMotorsFinancialCompany,Inc. |          |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Consolidated |           
|Cash flows from operating activities:                                             |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Net income                                                                        |  | $                                  | 74,633   |   |            | $ | 92,471    |                |  | $ | 79,048       |   |  | $            | (171,519   | ) |  | $ | 74,633   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Depreciation and amortization                                                     |  |                                    | 1,513    |   |            |   | 2,172     |                |  |   | 4,124        |   |  |              |            |   |  |   | 7,809    |  
|Provision for loan losses                                                         |  |                                    |          |   |            |   | 4,312     |                |  |   | 22,040       |   |  |              |            |   |  |   | 26,352   |  
|Deferred income taxes                                                             |  |                                    | 49,106   |   |            |   | (45,780   | )              |  |   | 18,041       |   |  |              |            |   |  |   | 21,367   |  
|Accretion of finance receivables premium                                          |  |                                    |          |   |            |   | 11,305    |                |  |   | 65,787       |   |  |              |            |   |  |   | 77,092   |  
|Amortization of debt discount                                                     |  |                                    | (42      | ) |            |   |           |                |  |   | (27,416      | ) |  |              |            |   |  |   | (27,458  | )
|Accretion and amortization of loan fees                                           |  |                                    |          |   |            |   | (16       | )              |  |   | 1,127        |   |  |              |            |   |  |   | 1,111    |  
|Other                                                                             |  |                                    | 242      |   |            |   | 4,767     |                |  |   | (16,548      | ) |  |              |            |   |  |   | (11,539  | )
|Equity in income of affiliates                                                    |  |                                    | (92,471  | ) |            |   | (79,048   | )              |  |   |              |   |  |              | 171,519    |   |  |   |          |  
|Changes in assets and liabilities, net of assets and liabilities acquired:        |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Income tax receivable                                                             |  |                                    | (2,067   | ) |            |   | (3,771    | )              |  |   |              |   |  |              |            |   |  |   | (5,838   | )
|Other assets                                                                      |  |                                    | (7,808   | ) |            |   | 24,467    |                |  |   | (11,190      | ) |  |              |            |   |  |   | 5,469    |  
|Accrued taxes and expenses                                                        |  |                                    | 7,827    |   |            |   | 17,321    |                |  |   | (2,657       | ) |  |              |            |   |  |   | 22,491   |  
|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Net cash provided by operating activities                                         |  |                                    | 30,933   |   |            |   | 28,200    |                |  |   | 132,356      |   |  |              |            |   |  |   | 191,489  |  
|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Cash flows from investing activities:                                             |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Purchases of receivables                                                          |  |                                    |          |   |            |   | (947,318  | )              |  |   | (1,106,687   | ) |  |              | 1,106,687  |   |  |   | (947,318 | )
|Principal collections and recoveries on receivables                               |  |                                    |          |   |            |   | (10,187   | )              |  |   | 881,049      |   |  |              |            |   |  |   | 870,862  |  
|                                                                                  |  |                                    |          |   |            |   | 1,106,687 |                |  |   |              |   |  |              | (1,106,687 | ) |  |   |          |  
|Purchases of property and equipment                                               |  |                                    | 2,590    |   |            |   | (5,000    | )              |  |   | (19          | ) |  |              |            |   |  |   | (2,429   | )
|Change in restricted cash  securitization notes payable                          |  |                                    |          |   |            |   |           |                |  |   | 49,860       |   |  |              |            |   |  |   | 49,860   |  
|Change in restricted cash  credit facilities                                     |  |                                    |          |   |            |   |           |                |  |   | 3,030        |   |  |              |            |   |  |   | 3,030    |  
|Change in other assets                                                            |  |                                    |          |   |            |   | 12,881    |                |  |   | 355          |   |  |              |            |   |  |   | 13,236   |  
|Net purchases of leased vehicles                                                  |  |                                    |          |   |            |   | 529       |                |  |   | (11,184      | ) |  |              |            |   |  |   | (10,655  | )
|Net change in investment in affiliates                                            |  |                                    | (31,756  | ) |            |   | (411,888  | )              |  |   | 10,932       |   |  |              | 432,712    |   |  |   |          |  
|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Net cash (used) provided by investing activities                                  |  |                                    | (29,166  | ) |            |   | (254,296  | )              |  |   | (172,664     | ) |  |              | 432,712    |   |  |   | (23,414  | )
|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Cash flows from financing activities:                                             |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Net change in credit facilities                                                   |  |                                    |          |   |            |   |           |                |  |   | 212,032      |   |  |              |            |   |  |   | 212,032  |  
|Issuance of securitization notes payable                                          |  |                                    |          |   |            |   |           |                |  |   | 700,000      |   |  |              |            |   |  |   | 700,000  |  
|Payments on securitization notes payable                                          |  |                                    |          |   |            |   |           |                |  |   | (954,644     | ) |  |              |            |   |  |   | (954,644 | )
|Debt issuance costs                                                               |  |                                    |          |   |            |   |           |                |  |   | (4,314       | ) |  |              |            |   |  |   | (4,314   | )
|Net capital contribution to subsidiaries                                          |  |                                    |          |   |            |   | (17,110   | )              |  |   | 416,257      |   |  |              | (399,147   | ) |  |   |          |  
|Retirement of debt                                                                |  |                                    | (464,254 | ) |            |   |           |                |  |   |              |   |  |              |            |   |  |   | (464,254 | )
|Other net changes                                                                 |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Net change in due (to) from affiliates                                            |  |                                    | 460,668  |   |            |   | (100,090  | )              |  |   | (328,879     | ) |  |              | (31,699    | ) |  |   |          |  
|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Net cash used by financing activities                                             |  |                                    | (3,586   | ) |            |   | (117,200  | )              |  |   | 40,452       |   |  |              | (430,846   | ) |  |   | (511,180 | )
|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Net (decrease) increase in cash and cash equivalents                              |  |                                    | (1,819   | ) |            |   | (343,296  | )              |  |   | 144          |   |  |              | 1,866      |   |  |   | (343,105 | )
|Effect of Canadian exchange rate changes on cash and cash equivalents             |  |                                    | 1,819    |   |            |   | 177       |                |  |   |              |   |  |              | (1,866     | ) |  |   | 130      |  
|Cash and cash equivalents at beginning of period                                  |  |                                    |          |   |            |   | 530,571   |                |  |   | 6,958        |   |  |              |            |   |  |   | 537,529  |  
|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  
|Cash and cash equivalents at end of period                                        |  | $                                  |          |   |            | $ | 187,452   |                |  | $ | 7,102        |   |  | $            |            |   |  | $ | 194,554  |  
|                                                                                  |  |                                    |          |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |          |  



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

July 1, 2010  September 30, 2010

(in thousands)



|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|---------------------------------------------------------------------------------------- |  | ---------------------------------- | ------- | - | ---------- | - | --------- | -------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | --------- | -
|                                                                                         |  | GeneralMotorsFinancialCompany,Inc. |         |   | Guarantors |   |           | Non-Guarantors |  |   | Eliminations |   |  | Consolidated |           
|Cash flows from operating activities:                                                    |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Net income                                                                               |  | $                                  | 51,300  |   |            | $ | 70,729    |                |  | $ | 114,399      |   |  | $            | (185,128   | ) |  | $ | 51,300    |  
|Adjustments to reconcile net income to net cash provided (used) by operating activities: |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Depreciation and amortization                                                            |  |                                    | 486     |   |            |   | 1,513     |                |  |   | 12,650       |   |  |              |            |   |  |   | 14,649    |  
|Provision for loan losses                                                                |  |                                    |         |   |            |   | 57,628    |                |  |   | 16,990       |   |  |              |            |   |  |   | 74,618    |  
|Deferred income taxes                                                                    |  |                                    | (46,078 | ) |            |   | (17,614   | )              |  |   | 64,144       |   |  |              |            |   |  |   | 452       |  
|Stock-based compensation expense                                                         |  |                                    | 5,019   |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   | 5,019     |  
|Non-cash interest charges on convertible debt                                            |  |                                    | 5,625   |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   | 5,625     |  
|Accretion and amortization of loan fees                                                  |  |                                    |         |   |            |   | 141       |                |  |   | (1,083       | ) |  |              |            |   |  |   | (942      | )
|Other                                                                                    |  |                                    |         |   |            |   | (2,362    | )              |  |   | (11,438      | ) |  |              |            |   |  |   | (13,800   | )
|Equity in income of affiliates                                                           |  |                                    | (70,729 | ) |            |   | (114,399  | )              |  |   |              |   |  |              | 185,128    |   |  |   |           |  
|Changes in assets and liabilities:                                                       |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Other assets                                                                             |  |                                    | 4,085   |   |            |   | 11,280    |                |  |   | 1,008        |   |  |              |            |   |  |   | 16,373    |  
|Accrued taxes and expenses                                                               |  |                                    | 1,026   |   |            |   | (9,295    | )              |  |   | (283         | ) |  |              |            |   |  |   | (8,552    | )
|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Net cash provided (used) by operating activities                                         |  |                                    | (49,266 | ) |            |   | (2,379    | )              |  |   | 196,387      |   |  |              |            |   |  |   | 144,742   |  
|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Cash flows from investing activities:                                                    |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Purchases of receivables                                                                 |  |                                    |         |   |            |   | (940,763  | )              |  |   | (1,155,706   | ) |  |              | 1,155,706  |   |  |   | (940,763  | )
|Principal collections and recoveries on receivables                                      |  |                                    |         |   |            |   | (28,055   | )              |  |   | 911,862      |   |  |              |            |   |  |   | 883,807   |  
|Net proceeds from sale of receivables                                                    |  |                                    |         |   |            |   | 1,155,706 |                |  |   |              |   |  |              | (1,155,706 | ) |  |   |           |  
|Purchases of property and equipment                                                      |  |                                    | 1       |   |            |   | (313      | )              |  |   |              |   |  |              |            |   |  |   | (312      | )
|Change in restricted cash  securitization notes payable                                 |  |                                    |         |   |            |   |           |                |  |   | (45,787      | ) |  |              |            |   |  |   | (45,787   | )
|Change in restricted cash  credit facilities                                            |  |                                    |         |   |            |   |           |                |  |   | 8,257        |   |  |              |            |   |  |   | 8,257     |  
|Change in other assets                                                                   |  |                                    |         |   |            |   | (403      | )              |  |   | 40,596       |   |  |              |            |   |  |   | 40,193    |  
|Net change in investment in affiliates                                                   |  |                                    | (2,076  | ) |            |   | (4,180    | )              |  |   | (114         | ) |  |              | 6,370      |   |  |   |           |  
|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Net cash (used) provided by investing activities                                         |  |                                    | (2,075  | ) |            |   | 181,992   |                |  |   | (240,892     | ) |  |              | 6,370      |   |  |   | (54,605   | )
|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Cash flows from financing activities:                                                    |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Net change in credit facilities                                                          |  |                                    |         |   |            |   |           |                |  |   | (68,030      | ) |  |              |            |   |  |   | (68,030   | )
|Issuance of securitization notes payable                                                 |  |                                    |         |   |            |   |           |                |  |   | 1,050,000    |   |  |              |            |   |  |   | 1,050,000 |  
|Payments on securitization notes payable                                                 |  |                                    |         |   |            |   |           |                |  |   | (795,512     | ) |  |              |            |   |  |   | (795,512  | )
|Debt issuance costs                                                                      |  |                                    |         |   |            |   |           |                |  |   | (7,686       | ) |  |              |            |   |  |   | (7,686    | )
|Proceeds from issuance of common stock                                                   |  |                                    | 2,138   |   |            |   | (2,865    | )              |  |   | 7,006        |   |  |              | (4,141     | ) |  |   | 2,138     |  
|Cash settlement of share based awards                                                    |  |                                    | (16,062 | ) |            |   |           |                |  |   |              |   |  |              |            |   |  |   | (16,062   | )
|Other net changes                                                                        |  |                                    | 313     |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   | 313       |  
|Net change in due (to) from affiliates                                                   |  |                                    | 62,897  |   |            |   | 78,603    |                |  |   | (141,449     | ) |  |              | (51        | ) |  |   |           |  
|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Net cash provided by financing activities                                                |  |                                    | 49,286  |   |            |   | 75,738    |                |  |   | 44,329       |   |  |              | (4,192     | ) |  |   | 165,161   |  
|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Net increase (decrease) in cash and cash equivalents                                     |  |                                    | (2,055  | ) |            |   | 255,351   |                |  |   | (176         | ) |  |              | 2,178      |   |  |   | 255,298   |  
|Effect of Canadian exchange rate changes on cash and cash equivalents                    |  |                                    | 2,055   |   |            |   | 81        |                |  |   |              |   |  |              | (2,178     | ) |  |   | (42       | )
|Cash and cash equivalents at beginning of period                                         |  |                                    |         |   |            |   | 275,139   |                |  |   | 7,134        |   |  |              |            |   |  |   | 282,273   |  
|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  
|Cash and cash equivalents at end of period                                               |  | $                                  |         |   |            | $ | 530,571   |                |  | $ | 6,958        |   |  | $            |            |   |  | $ | 537,529   |  
|                                                                                         |  |                                    |         |   |            |   |           |                |  |   |              |   |  |              |            |   |  |   |           |  



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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

Year Ended June 30, 2010

(in thousands)



|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|--------------------------------------------------------------------------------- |  | ---------------------------------- | -------- | - | ---------- | - | ---------- | -------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | ---------- | -
|                                                                                  |  | GeneralMotorsFinancialCompany,Inc. |          |   | Guarantors |   |            | Non-Guarantors |  |   | Eliminations |   |  | Consolidated |           
|Cash flows from operating activities:                                             |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net income                                                                        |  | $                                  | 220,546  |   |            | $ | 243,078    |                |  | $ | 368,597      |   |  | $            | (611,675   | ) |  | $ | 220,546    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Depreciation and amortization                                                     |  |                                    | 1,688    |   |            |   | 9,167      |                |  |   | 68,189       |   |  |              |            |   |  |   | 79,044     |  
|Provision for loan losses                                                         |  |                                    |          |   |            |   | 174,646    |                |  |   | 213,412      |   |  |              |            |   |  |   | 388,058    |  
|Deferred income taxes                                                             |  |                                    | 81,395   |   |            |   | 136,135    |                |  |   | (242,097     | ) |  |              |            |   |  |   | (24,567    | )
|Stock based compensation expense                                                  |  |                                    | 15,115   |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   | 15,115     |  
|Amortization of warrant costs                                                     |  |                                    | 1,968    |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   | 1,968      |  
|Non-cash interest charges on convertible debt                                     |  |                                    | 21,554   |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   | 21,554     |  
|Accretion and amortization of loan fees                                           |  |                                    |          |   |            |   | 51         |                |  |   | 4,740        |   |  |              |            |   |  |   | 4,791      |  
|Gain on retirement of debt                                                        |  |                                    | (283     | ) |            |   |            |                |  |   |              |   |  |              |            |   |  |   | (283       | )
|Other                                                                             |  |                                    |          |   |            |   | (3,242     | )              |  |   | (12,712      | ) |  |              |            |   |  |   | (15,954    | )
|Equity in income of affiliates                                                    |  |                                    | (243,078 | ) |            |   | (368,597   | )              |  |   |              |   |  |              | 611,675    |   |  |   |            |  
|Changes in assets and liabilities, net of assets and liabilities acquired:        |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Income tax receivable                                                             |  |                                    | 162,036  |   |            |   | 35,366     |                |  |   |              |   |  |              |            |   |  |   | 197,402    |  
|Other assets                                                                      |  |                                    | 7,941    |   |            |   | (8,697     | )              |  |   | 6,012        |   |  |              |            |   |  |   | 5,256      |  
|Accrued taxes and expenses                                                        |  |                                    | 70,942   |   |            |   | (27,848    | )              |  |   | (7,315       | ) |  |              |            |   |  |   | 35,779     |  
|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net cash provided by operating activities                                         |  |                                    | 339,824  |   |            |   | 190,059    |                |  |   | 398,826      |   |  |              |            |   |  |   | 928,709    |  
|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Cash flows from investing activities:                                             |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Purchases of receivables                                                          |  |                                    |          |   |            |   | (2,090,602 | )              |  |   | (1,606,146   | ) |  |              | 1,606,146  |   |  |   | (2,090,602 | )
|Principal collections and recoveries on receivables                               |  |                                    |          |   |            |   | 100,273    |                |  |   | 3,506,407    |   |  |              |            |   |  |   | 3,606,680  |  
|Net proceeds from sale of receivables                                             |  |                                    |          |   |            |   | 1,606,146  |                |  |   |              |   |  |              | (1,606,146 | ) |  |   |            |  
|Purchases of property and equipment                                               |  |                                    |          |   |            |   | (1,581     | )              |  |   |              |   |  |              |            |   |  |   | (1,581     | )
|Change in restricted cash  securitization notes payable                          |  |                                    |          |   |            |   |            |                |  |   | (78,549      | ) |  |              |            |   |  |   | (78,549    | )
|Change in restricted cash  credit facilities                                     |  |                                    |          |   |            |   |            |                |  |   | 52,354       |   |  |              |            |   |  |   | 52,354     |  
|Change in other assets                                                            |  |                                    |          |   |            |   | 17,841     |                |  |   | 26,034       |   |  |              |            |   |  |   | 43,875     |  
|Proceeds from money market fund                                                   |  |                                    |          |   |            |   | 10,047     |                |  |   |              |   |  |              |            |   |  |   | 10,047     |  
|Net change in investment in affiliates                                            |  |                                    | (9,308   | ) |            |   | 2,180,625  |                |  |   | (216,588     | ) |  |              | (1,954,729 | ) |  |   |            |  
|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net cash (used) provided by investing activities                                  |  |                                    | (9,308   | ) |            |   | 1,822,749  |                |  |   | 1,683,512    |   |  |              | (1,954,729 | ) |  |   | 1,542,224  |  
|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Cash flows from financing activities:                                             |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net change in credit facilities                                                   |  |                                    |          |   |            |   |            |                |  |   | (1,031,187   | ) |  |              |            |   |  |   | (1,031,187 | )
|Issuance of securitization notes payable                                          |  |                                    |          |   |            |   |            |                |  |   | 2,352,493    |   |  |              |            |   |  |   | 2,352,493  |  
|Payments on securitization notes payable                                          |  |                                    |          |   |            |   |            |                |  |   | (3,674,062   | ) |  |              |            |   |  |   | (3,674,062 | )
|Debt issuance costs                                                               |  |                                    | 1,810    |   |            |   |            |                |  |   | (26,564      | ) |  |              |            |   |  |   | (24,754    | )
|Net proceeds from issuance of common stock                                        |  |                                    | 15,635   |   |            |   | (61,900    | )              |  |   | (1,905,350   | ) |  |              | 1,967,250  |   |  |   | 15,635     |  
|Retirement of debt                                                                |  |                                    | (20,425  | ) |            |   |            |                |  |   |              |   |  |              |            |   |  |   | (20,425    | )
|Other net changes                                                                 |  |                                    | 645      |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   | 645        |  
|Net change in due (to) from affiliates                                            |  |                                    | (336,411 | ) |            |   | (1,861,166 | )              |  |   | 2,202,743    |   |  |              | (5,166     | ) |  |   |            |  
|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net cash used by financing activities                                             |  |                                    | (338,746 | ) |            |   | (1,923,066 | )              |  |   | (2,081,927   | ) |  |              | 1,962,084  |   |  |   | (2,381,655 | )
|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net (decrease) increase in cash and cash equivalents                              |  |                                    | (8,230   | ) |            |   | 89,742     |                |  |   | 411          |   |  |              | 7,355      |   |  |   | 89,278     |  
|Effect of Canadian exchange rate changes on cash and cash equivalents             |  |                                    | 8,230    |   |            |   | (1,167     | )              |  |   |              |   |  |              | (7,355     | ) |  |   | (292       | )
|Cash and cash equivalents at beginning of year                                    |  |                                    |          |   |            |   | 186,564    |                |  |   | 6,723        |   |  |              |            |   |  |   | 193,287    |  
|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Cash and cash equivalents at end of year                                          |  | $                                  |          |   |            | $ | 275,139    |                |  | $ | 7,134        |   |  | $            |            |   |  | $ | 282,273    |  
|                                                                                  |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  



106



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##### Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

Year Ended June 30, 2009

(in thousands)



|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|----------------------------------------------------------------------------------------------- |  | ---------------------------------- | -------- | - | ---------- | - | ---------- | -------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | ---------- | -
|                                                                                                |  | GeneralMotorsFinancialCompany,Inc. |          |   | Guarantors |   |            | Non-Guarantors |  |   | Eliminations |   |  | Consolidated |         
|Cash flows from operating activities:                                                           |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Net (loss) income                                                                               |  | $                                  | (10,889  | ) |            | $ | 20,535     |                |  | $ | 143,940      |   |  | $            | (164,475 | ) |  | $ | (10,889    | )
|Adjustments to reconcile net (loss) income to net cash (used) provided by operating activities: |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Depreciation and amortization                                                                   |  |                                    | 2,634    |   |            |   | 33,878     |                |  |   | 72,496       |   |  |              |          |   |  |   | 109,008    |  
|Provision for loan losses                                                                       |  |                                    |          |   |            |   | 105,919    |                |  |   | 866,462      |   |  |              |          |   |  |   | 972,381    |  
|Deferred income taxes                                                                           |  |                                    | (100,156 | ) |            |   | 31,977     |                |  |   | 294,962      |   |  |              |          |   |  |   | 226,783    |  
|Stock based compensation expense                                                                |  |                                    | 14,264   |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   | 14,264     |  
|Amortization of warrant costs                                                                   |  |                                    | 45,101   |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   | 45,101     |  
|Non-cash interest charges on convertible debt                                                   |  |                                    | 22,506   |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   | 22,506     |  
|Accretion and amortization of loan fees                                                         |  |                                    |          |   |            |   | 903        |                |  |   | 18,191       |   |  |              |          |   |  |   | 19,094     |  
|Gain on retirement of debt                                                                      |  |                                    | (48,907  | ) |            |   |            |                |  |   |              |   |  |              |          |   |  |   | (48,907    | )
|Other                                                                                           |  |                                    |          |   |            |   | (16,603    | )              |  |   | 19,376       |   |  |              |          |   |  |   | 2,773      |  
|Equity in income of affiliates                                                                  |  |                                    | (20,535  | ) |            |   | (143,940   | )              |  |   |              |   |  |              | 164,475  |   |  |   |            |  
|Changes in assets and liabilities, net of assets and liabilities acquired:                      |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Income tax receivable                                                                           |  |                                    | (173,844 | ) |            |   | (838       | )              |  |   |              |   |  |              |          |   |  |   | (174,682   | )
|Other assets                                                                                    |  |                                    | (1,901   | ) |            |   | 12,169     |                |  |   | (16,972      | ) |  |              |          |   |  |   | (6,704     | )
|Accrued taxes and expenses                                                                      |  |                                    | (23,386  | ) |            |   | (9,700     | )              |  |   | (19,027      | ) |  |              |          |   |  |   | (52,113    | )
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Net cash (used) provided by operating activities                                                |  |                                    | (295,113 | ) |            |   | 34,300     |                |  |   | 1,379,428    |   |  |              |          |   |  |   | 1,118,615  |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Cash flows from investing activities:                                                           |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Purchases of receivables                                                                        |  |                                    |          |   |            |   | (1,280,291 | )              |  |   | (535,526     | ) |  |              | 535,526  |   |  |   | (1,280,291 | )
|Principal collections and recoveries on receivables                                             |  |                                    |          |   |            |   | 217,414    |                |  |   | 4,040,223    |   |  |              |          |   |  |   | 4,257,637  |  
|Net proceeds from sale of receivables                                                           |  |                                    |          |   |            |   | 535,526    |                |  |   |              |   |  |              | (535,526 | ) |  |   |            |  
|Purchases of property and equipment                                                             |  |                                    |          |   |            |   | (1,003     | )              |  |   |              |   |  |              |          |   |  |   | (1,003     | )
|Change in restricted cash  securitization notes payable                                        |  |                                    |          |   |            |   |            |                |  |   | 131,064      |   |  |              |          |   |  |   | 131,064    |  
|Change in restricted cash  credit facilities                                                   |  |                                    |          |   |            |   |            |                |  |   | 63,180       |   |  |              |          |   |  |   | 63,180     |  
|Change in other assets                                                                          |  |                                    |          |   |            |   | 103,179    |                |  |   | (90,219      | ) |  |              |          |   |  |   | 12,960     |  
|Proceeds from money market fund                                                                 |  |                                    |          |   |            |   | 104,319    |                |  |   |              |   |  |              |          |   |  |   | 104,319    |  
|Investment in money market fund                                                                 |  |                                    |          |   |            |   | (115,821   | )              |  |   |              |   |  |              |          |   |  |   | (115,821   | )
|Net change in investment in affiliates                                                          |  |                                    | (6,317   | ) |            |   | 480,377    |                |  |   | (36,469      | ) |  |              | (437,591 | ) |  |   |            |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Net cash (used) provided by investing activities                                                |  |                                    | (6,317   | ) |            |   | 43,700     |                |  |   | 3,572,253    |   |  |              | (437,591 | ) |  |   | 3,172,045  |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Cash flows from financing activities:                                                           |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Net change in credit facilities                                                                 |  |                                    |          |   |            |   |            |                |  |   | (1,278,117   | ) |  |              |          |   |  |   | (1,278,117 | )
|Issuance of securitization notes payable                                                        |  |                                    |          |   |            |   |            |                |  |   | 1,000,000    |   |  |              |          |   |  |   | 1,000,000  |  
|Payments on securitization notes payable                                                        |  |                                    |          |   |            |   |            |                |  |   | (3,987,424   | ) |  |              |          |   |  |   | (3,987,424 | )
|Debt issuance costs                                                                             |  |                                    | (56      | ) |            |   | (2,163     | )              |  |   | (30,390      | ) |  |              |          |   |  |   | (32,609    | )
|Net proceeds from issuance of common stock                                                      |  |                                    | 3,741    |   |            |   | 121,593    |                |  |   | (535,315     | ) |  |              | 413,722  |   |  |   | 3,741      |  
|Retirement of convertible debt                                                                  |  |                                    | (238,617 | ) |            |   |            |                |  |   |              |   |  |              |          |   |  |   | (238,617   | )
|Other net changes                                                                               |  |                                    | (603     | ) |            |   |            |                |  |   |              |   |  |              |          |   |  |   | (603       | )
|Net change in due (to) from affiliates                                                          |  |                                    | 536,214  |   |            |   | (371,011   | )              |  |   | (185,918     | ) |  |              | 20,715   |   |  |   |            |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Net cash provided (used) by financing activities                                                |  |                                    | 300,679  |   |            |   | (251,581   | )              |  |   | (5,017,164   | ) |  |              | 434,437  |   |  |   | (4,533,629 | )
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Net decrease in cash and cash equivalents                                                       |  |                                    | (751     | ) |            |   | (173,581   | )              |  |   | (65,483      | ) |  |              | (3,154   | ) |  |   | (242,969   | )
|Effect of Canadian exchange rate changes on cash and cash equivalents                           |  |                                    | 751      |   |            |   | (1,207     | )              |  |   | 65           |   |  |              | 3,154    |   |  |   | 2,763      |  
|Cash and cash equivalents at beginning of year                                                  |  |                                    |          |   |            |   | 361,352    |                |  |   | 72,141       |   |  |              |          |   |  |   | 433,493    |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  
|Cash and cash equivalents at end of year                                                        |  | $                                  |          |   |            | $ | 186,564    |                |  | $ | 6,723        |   |  | $            |          |   |  | $ | 193,287    |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |          |   |  |   |            |  



107



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##### Table of Contents

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

Year Ended June 30, 2008

(in thousands)



|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|----------------------------------------------------------------------------------------------- |  | ---------------------------------- | -------- | - | ---------- | - | ---------- | -------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | ---------- | -
|                                                                                                |  | GeneralMotorsFinancialCompany,Inc. |          |   | Guarantors |   |            | Non-Guarantors |  |   | Eliminations |   |  | Consolidated |           
|Cash flows from operating activities:                                                           |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net (loss) income                                                                               |  | $                                  | (82,369  | ) |            | $ | (57,110    | )              |  | $ | 267,141      |   |  | $            | (210,031   | ) |  | $ | (82,369    | )
|Adjustments to reconcile net (loss) income to net cash provided (used) by operating activities: |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Depreciation and amortization                                                                   |  |                                    | (266     | ) |            |   | 50,086     |                |  |   | 37,059       |   |  |              |            |   |  |   | 86,879     |  
|Provision for loan losses                                                                       |  |                                    |          |   |            |   | 103,852    |                |  |   | 1,027,110    |   |  |              |            |   |  |   | 1,130,962  |  
|Deferred income taxes                                                                           |  |                                    | (64,561  | ) |            |   | (160,193   | )              |  |   | 78,393       |   |  |              |            |   |  |   | (146,361   | )
|Stock based compensation expense                                                                |  |                                    | 17,945   |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   | 17,945     |  
|Amortization of warrant costs                                                                   |  |                                    | 10,193   |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   | 10,193     |  
|Non-cash interest charges on convertible debt                                                   |  |                                    | 22,062   |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   | 22,062     |  
|Accretion and amortization of loan fees                                                         |  |                                    |          |   |            |   | 8,529      |                |  |   | 20,906       |   |  |              |            |   |  |   | 29,435     |  
|Impairment of goodwill                                                                          |  |                                    |          |   |            |   | 212,595    |                |  |   |              |   |  |              |            |   |  |   | 212,595    |  
|Other                                                                                           |  |                                    |          |   |            |   | 6,915      |                |  |   | (789         | ) |  |              |            |   |  |   | 6,126      |  
|Equity in income of affiliates                                                                  |  |                                    | 57,110   |   |            |   | (267,141   | )              |  |   |              |   |  |              | 210,031    |   |  |   |            |  
|Changes in assets and liabilities, net of assets and liabilities acquired:                      |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Income tax receivable                                                                           |  |                                    | 11,808   |   |            |   | (34,705    | )              |  |   |              |   |  |              |            |   |  |   | (22,897    | )
|Other assets                                                                                    |  |                                    | 13,977   |   |            |   | (39,299    | )              |  |   | 9,695        |   |  |              |            |   |  |   | (15,627    | )
|Accrued taxes and expenses                                                                      |  |                                    | 33,104   |   |            |   | (12,244    | )              |  |   | (9,842       | ) |  |              |            |   |  |   | 11,018     |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net cash provided (used) by operating activities                                                |  |                                    | 19,003   |   |            |   | (188,715   | )              |  |   | 1,429,673    |   |  |              |            |   |  |   | 1,259,961  |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Cash flows from investing activities:                                                           |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Purchases of receivables                                                                        |  |                                    |          |   |            |   | (6,260,198 | )              |  |   | (5,992,951   | ) |  |              | 5,992,951  |   |  |   | (6,260,198 | )
|Principal collections and recoveries on receivables                                             |  |                                    |          |   |            |   | 119,528    |                |  |   | 5,989,162    |   |  |              |            |   |  |   | 6,108,690  |  
|Net proceeds from sale of receivables                                                           |  |                                    |          |   |            |   | 5,992,951  |                |  |   |              |   |  |              | (5,992,951 | ) |  |   |            |  
|Purchases of property and equipment                                                             |  |                                    | 1,412    |   |            |   | (9,875     | )              |  |   |              |   |  |              |            |   |  |   | (8,463     | )
|Change in restricted cash  securitization notes payable                                        |  |                                    |          |   |            |   | (10        | )              |  |   | 31,693       |   |  |              |            |   |  |   | 31,683     |  
|Change in restricted cash  credit facilities                                                   |  |                                    |          |   |            |   |            |                |  |   | (92,754      | ) |  |              |            |   |  |   | (92,754    | )
|Change in other assets                                                                          |  |                                    |          |   |            |   | (42,912    | )              |  |   | 1,181        |   |  |              |            |   |  |   | (41,731    | )
|Net purchases of leased vehicles                                                                |  |                                    |          |   |            |   | (103,904   | )              |  |   | (94,922      | ) |  |              |            |   |  |   | (198,826   | )
|Distributions from gain on sale Trusts                                                          |  |                                    |          |   |            |   |            |                |  |   | 7,466        |   |  |              |            |   |  |   | 7,466      |  
|Net change in investment in affiliates                                                          |  |                                    | (7,457   | ) |            |   | (1,589,195 | )              |  |   | (14,822      | ) |  |              | 1,611,474  |   |  |   |            |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net cash used by investing activities                                                           |  |                                    | (6,045   | ) |            |   | (1,893,615 | )              |  |   | (165,947     | ) |  |              | 1,611,474  |   |  |   | (454,133   | )
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Cash flows from financing activities:                                                           |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net change in credit facilities                                                                 |  |                                    |          |   |            |   |            |                |  |   | 385,611      |   |  |              |            |   |  |   | 385,611    |  
|Issuance of securitization notes payable                                                        |  |                                    |          |   |            |   |            |                |  |   | 4,250,000    |   |  |              |            |   |  |   | 4,250,000  |  
|Payments on securitization notes payable                                                        |  |                                    |          |   |            |   |            |                |  |   | (5,774,035   | ) |  |              |            |   |  |   | (5,774,035 | )
|Debt issuance costs                                                                             |  |                                    |          |   |            |   |            |                |  |   | (39,347      | ) |  |              |            |   |  |   | (39,347    | )
|Net proceeds from issuance of common stock                                                      |  |                                    | 25,174   |   |            |   | 12         |                |  |   | 1,610,217    |   |  |              | (1,610,229 | ) |  |   | 25,174     |  
|Repurchase of common stock                                                                      |  |                                    | (127,901 | ) |            |   |            |                |  |   |              |   |  |              |            |   |  |   | (127,901   | )
|Other net changes                                                                               |  |                                    | 324      |   |            |   | (1         | )              |  |   |              |   |  |              |            |   |  |   | 323        |  
|Net change in due (to) from affiliates                                                          |  |                                    | 88,287   |   |            |   | 1,543,437  |                |  |   | (1,634,952   | ) |  |              | 3,228      |   |  |   |            |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net cash (used) provided by financing activities                                                |  |                                    | (14,116  | ) |            |   | 1,543,448  |                |  |   | (1,202,506   | ) |  |              | (1,607,001 | ) |  |   | (1,280,175 | )
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Net (decrease) increase in cash and cash equivalents                                            |  |                                    | (1,158   | ) |            |   | (538,882   | )              |  |   | 61,220       |   |  |              | 4,473      |   |  |   | (474,347   | )
|Effect of Canadian exchange rate changes on cash and cash equivalents                           |  |                                    | 1,158    |   |            |   | 848        |                |  |   | 3            |   |  |              | (4,473     | ) |  |   | (2,464     | )
|Cash and cash equivalents at beginning of year                                                  |  |                                    |          |   |            |   | 899,386    |                |  |   | 10,918       |   |  |              |            |   |  |   | 910,304    |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  
|Cash and cash equivalents at end of year                                                        |  | $                                  |          |   |            | $ | 361,352    |                |  | $ | 72,141       |   |  | $            |            |   |  | $ | 433,493    |  
|                                                                                                |  |                                    |          |   |            |   |            |                |  |   |              |   |  |              |            |   |  |   |            |  



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

General Motors Financial Company, Inc.:

We have audited the accompanying consolidated balance sheets of General Motors Financial Company, Inc. and subsidiaries (the Company) as of December 31, 2010 (Successor), and
June 30, 2010 and 2009 (Predecessor), and the related consolidated statements of operations and comprehensive operations, shareholders equity, and cash flows for the three month periods ended December 31, 2010 (Successor), and
September 30, 2010 (Predecessor), and for each of the three years in the period ended June 30, 2010 (Predecessor). These financial statements are the responsibility of the Companys management. Our responsibility is to express an
opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements
present fairly, in all material respects, the financial position of General Motors Financial Company, Inc. and subsidiaries at December 31, 2010 (Successor), and June 30, 2010 and 2009 (Predecessor), and the results of their operations and
their cash flows for the three month periods ended December 31, 2010 (Successor) and September 30, 2010 (Predecessor), and for each of the three years in the period ended June 30, 2010 (Predecessor), in conformity with accounting
principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Dallas, Texas

March 1, 2011



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|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

We had no disagreements on accounting or financial disclosure matters with our independent accountants to report under this Item 9.



|ITEM 9A. | 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 or submit under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms. Such controls include those designed to ensure that information for disclosure is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.

The CEO and CFO,
with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2010. Based on their evaluation, they have concluded, to the best of their knowledge and belief, 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 quarter ended December 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 procedures and
internal controls over financial reporting (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 is 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.



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MANAGEMENTS REPORTS

NEW YORK STOCK EXCHANGE REQUIRED DISCLOSURES

General Motors Financial
Company, Inc.s (f/k/a AmeriCredit Corp.) Form 25 under the Securities Exchange Act of 1934, as amended, to delist from the New York Stock Exchange was effective on October 1, 2010.

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including our
Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework, issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the Internal Control-Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2010.



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PART III



|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ---------------------------------------------------------

Omitted in accordance with General Instruction I to Form 10-K



|ITEM 11. | EXECUTIVE AND DIRECTOR COMPENSATION
|-------- | -----------------------------------

Omitted in accordance with General Instruction I to Form 10-K



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | --------------------------------------------------------------

Omitted in accordance with General Instruction I to Form 10-K



|ITEM 13. | CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|-------- | ---------------------------------------------------------------------

Omitted in accordance with General Instruction I to Form 10-K



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------



|                          |  |                                                  |           |  |  |  |  |                                                 |  |   |         |  |  |      |           |  |  |   |           | 
|------------------------- |  | ------------------------------------------------ | --------- |  |  |  |  | ----------------------------------------------- |  | - | ------- |  |  | ---- | --------- |  |  | - | --------- | 
|                          |  | Successor                                        |           |  |  |  |  | Predecessor                                     | 
|                          |  | Period FromOctober 1,2010ThroughDecember 31,2010 |           |  |  |  |  | Period FromJuly 1, 2010ThroughSeptember 30,2010 |  |   | 2010    |  |  | 2009 |          
|Deloitte & Touche LLP     |  |                                                  |           |  |  |  |  |                                                 |  |   |         |  |  |      |           |  |  |   |           | 
|Audit Services(b)         |  | $                                                | 975,000   |  |  |  |  |                                                 |  | $ | 75,000  |  |  | $    | 1,025,000 |  |  | $ | 1,211,000 | 
|Audit Related Services(b) |  |                                                  | 92,500    |  |  |  |  |                                                 |  |   | 141,000 |  |  |      | 498,900   |  |  |   | 346,000   | 
|Tax Services(c)           |  |                                                  | 58,073    |  |  |  |  |                                                 |  |   | 114,513 |  |  |      | 150,977   |  |  |   | 325,000   | 
|                          |  |                                                  |           |  |  |  |  |                                                 |  |   |         |  |  |      |           |  |  |   |           | 
|Total Fees                |  | $                                                | 1,125,573 |  |  |  |  |                                                 |  | $ | 330,513 |  |  | $    | 1,674,877 |  |  | $ | 1,882,000 | 
|                          |  |                                                  |           |  |  |  |  |                                                 |  |   |         |  |  |      |           |  |  |   |           | 



|(a) | Audit Services include the annual financial statement audit (including quarterly reviews, subsidiary audits and other procedures required to be performed by the
independent registered public accounting firm to be able to form an opinion on our consolidated financial statements). Audit Services includes fees for professional services to perform the attestation required by the requirements of Section 404
of the Sarbanes-Oxley Act of 2002 and related regulations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Audit-Related Services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that
are traditionally performed by the independent registered public accounting firm. Audit-Related Services include, among other things, agreed-upon procedures and other services pertaining to our securitization program and other warehouse credit
facility reviews; the attestations required by the requirements of Regulation AB; and accounting consultations related to accounting, financial reporting or disclosure matters not classified as Audit Services.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Tax services include tax services related to tax compliance and related advice.
|--- | -------------------------------------------------------------------------------



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



| | (1) | The following Consolidated Financial Statements as set forth in Item 8 of this report are filed herein.
| | --- | -------------------------------------------------------------------------------------------------------

Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, 2010 (Successor), June 30, 2010 and 2009 (Predecessor).

Consolidated Statements of Operations and Comprehensive Operations for the three months ended December 31, 2010 (Successor), the three months ended September 30, 2010 and for the years ended
June 30, 2010, 2009 and 2008 (Predecessor).

Consolidated Statements of Shareholders Equity for the three months
ended December 31, 2010 (Successor) and September 30, 2010 and for the years ended June 30, 2010, 2009 and 2008 (Predecessor).

Consolidated Statements of Cash Flows for the three months ended December 31, 2010 (Successor) and September 30, 2010 and for the years ended June 30, 2010, 2009 and 2008 (Predecessor).

Notes to Consolidated Financial Statements



| | (2) | All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are either not required under the
related instructions, are inapplicable, or the required information is included elsewhere in the Consolidated Financial Statements and incorporated herein by reference.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The exhibits filed in response to Item 601 of Regulation S-K are listed in the Index to Exhibits.
| | --- | -------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on March 1, 2011.



GENERAL MOTORS FINANCIAL COMPANY, INC..BY:

/s/    DANIEL E.
BERCEDaniel E. BercePresident and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                                     |  |                                                                                            |  |              
|---------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | -------------
|Signature                                            |  | Title                                                                                      |  | Date         
|                                                     |  |                                                                                           
|/s/    DANIEL E.
BERCE Daniel E. Berce               |  | Director, President and Chief Executive Officer (Principal Executive Officer)              |  | March 1, 2011
|                                                     |  |                                                                                           
|/s/    CHRIS A.
CHOATE Chris A. Choate               |  | Executive Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer) |  | March 1, 2011
|                                                     |  |                                                                                           
|/s/    DANIEL
AMMANN Daniel Ammann                   |  | Director                                                                                   |  | March 1, 2011
|                                                     |  |                                                                                           
|/s/    STEPHEN J.
GIRSKY Stephen J. Girsky           |  | Director                                                                                   |  | March 1, 2011
|                                                     |  |                                                                                           
|/s/    CHRISTOPHER P.
LIDDELL Christopher P. Liddell |  | Director                                                                                   |  | March 1, 2011



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INDEX TO EXHIBITS

The following documents are filed as a part of this report. Those exhibits previously filed and incorporated herein by reference are
identified by the numbers in parenthesis under the Exhibit Number column. Documents filed with this report are identified by the symbol @ under the Exhibit Number column.



|            |  |                                                                                                                                                                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                  
|            | 
|2.1(13)     |  | Agreement and Plan of Merger, dated July 21, 2010, among General Motors Holdings LLC, Goalie Texas Holdco Inc. and AmeriCredit
Corp. (Exhibit 2.1)                                                                                                           
|            | 
|3.1(1)      |  | Articles of Incorporation of the Company, filed May 18, 1988, and Articles of Amendment to Articles of Incorporation, filed
August 24, 1988 (Exhibit 3.1)                                                                                                    
|            | 
|3.2(1)      |  | Amendment to Articles of Incorporation, filed October 18, 1989 Exhibit 3.2)                                                                                                                                                                                  
|            | 
|3.3(3)      |  | Articles of Amendment to Articles of Incorporation of the Company, filed November 12, 1992 (Exhibit 3.3)                                                                                                                                                     
|            | 
|3.4(4)      |  | Amended & Restated Bylaws of the Company (Exhibit 3.1)                                                                                                                                                                                                       
|            | 
|3.5(2)      |  | Amended and Restated Certificate of Formation of General Motors Financial Company, Inc. (formerly known as AmeriCredit Corp.)
(Exhibit 3.1)                                                                                                                  
|            | 
|4.1(2)      |  | Certificate of Merger merging Goalie Texas Holdco Inc. with and into AmeriCredit Corp. (Exhibit 4.3)                                                                                                                                                         
|            | 
|4.2(6)      |  | Indenture, dated as of September 18, 2006, among AmeriCredit Corp., the Guarantors party thereto, and HSBC Bank USA, National
Association, entered into in connection with AmeriCredits $250,000,000 0.75% Convertible Senior Notes due 2011 (Exhibit 10.2) 
|            | 
|4.3(2)      |  | Supplemental Indenture, dated October 1, 2010, by and among AmeriCredit Corp., the guarantors and HSBC Bank USA, National
Association, relating to the Companys 0.75% Convertible Senior Notes due 2011 (Exhibit 4.1)                                       
|            | 
|4.3.1(5)    |  | Fundamental Change Company Notice and Notice of Conversion Procedure, dated October 21, 2010, relating to the Companys
0.75% Convertible Senior Notes due 2011 (Exhibit 99.2)                                                                               
|            | 
|4.4(6)      |  | Indenture, dated as of September 18, 2006, among AmeriCredit Corp., the Guarantors party thereto, and HSBC Bank USA, National
Association, entered into in connection with AmeriCredits $250,000,000 2.125% Convertible Senior Notes due 2013 (Exhibit 10.3)
|            | 
|4.5(2)      |  | Supplemental Indenture, dated October 1, 2010, by and among AmeriCredit Corp., the guarantors and HSBC Bank USA, National
Association, relating to the Companys 2.125% Convertible Senior Notes due 2013 (Exhibit 4.2)                                      
|            | 
|4.5.1(5)    |  | Fundamental Change Company Notice and Notice of Conversion Procedure, dated October 21, 2010, relating to the Companys
2.125% Convertible Senior Notes due 2013 (Exhibit 99.3)                                                                              
|            | 
|4.6(9)      |  | Indenture, dated as of June 28, 2007, among AmeriCredit Corp., the Guarantors party thereto and HSBC Bank USA, National
Association, entered into in connection with AmeriCredits $200,000,000 8.50% Senior Notes due 2015 (Exhibit 4.1)                    
|            | 
|10.1(2)     |  | Employment Agreement, dated September 30, 2010, between the Company and Daniel E. Berce (Exhibit 10.1)                                                                                                                                                       
|            | 
|10.2 2(2)   |  | Employment Agreement, dated September 30, 2010, between the Company and Chris A. Choate (Exhibit 10.2)                                                                                                                                                       
|            | 
|10.3(2)     |  | Employment Agreement, dated September 30, 2010, between the Company and Steven P. Bowman (Exhibit
10.3)                                                                                                                                                      



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INDEX TO EXHIBITS

(Continued)



|           |  |                                                                                                                                                                                                                                                                                          
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | 
|10.4(2)    |  | Employment Agreement, dated September 30, 2010, between the Company and Kyle R. Birch (Exhibit 10.4)                                                                                                                                                                                     
|           | 
|10.5(2)    |  | Employment Agreement, dated September 30, 2010, between the Company and Brian S. Mock (Exhibit 10.5)                                                                                                                                                                                     
|           | 
|10.6(8)    |  | Loan and Security Agreement, dated September 25, 2008, among AmeriCredit Class B Note Funding Trust, AmeriCredit Financial
Services, Inc., AFS SenSub Corp., Wachovia Bank, National Association, Wachovia Capital Markets, LLC and Wells Fargo Bank, National Association (Exhibit 10.1)
|           | 
|10.7(8)    |  | Loan and Security Agreement, dated September 25, 2008, among AmeriCredit Class C Note Funding Trust, AmeriCredit Financial
Services, Inc., AFS SenSub Corp., Wachovia Bank, National Association, Wachovia Capital Markets, LLC and Wells Fargo Bank, National Association (Exhibit 10.2)
|           | 
|10.8 (7)   |  | Sale and Servicing Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit
Funding Corp. XI, AmeriCredit Financial Services, Inc., Deutsche Bank AG New York Branch and Wells Fargo Bank, NA (Exhibit 99.1)                                  
|           | 
|10.8.1(7)  |  | Indenture, dated February 26, 2010, among AmeriCredit Syndicated warehouse Trust, Deutsche Bank AG New York Branch and Wells
Fargo Bank, NA (Exhibit 99.2)                                                                                                                               
|           | 
|10.8.2(7)  |  | Note Purchase Agreement, dated February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI,
AmeriCredit Financial Services, Inc., Deutsche Bank AG New York Branch and Wells Fargo Bank, NA (Exhibit 99.3)                                             
|           | 
|10.8.3(10) |  | First Supplemental Indenture, dated August 20, 2010, between AmeriCredit Syndicated Warehouse Trust and Wells Fargo Bank,
NA                                                                                                                                                             
|           | 
|10.8.4(10) |  | Amendment No. 1, dated August 20, 2010, to Sale and Servicing Agreement, dated February 26, 2010, among AmeriCredit Syndicated
Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., Deutsche Bank AG New York Branch and Wells Fargo Bank, NA            
|           | 
|10.12(6)   |  | Security Agreement dated as of October 3, 2006, among AmeriCredit MTN Receivables Trust V, AmeriCredit Financial
Services, Inc., AmeriCredit MTN Corp. V and Wells Fargo Bank Exhibit 99.2)                                                                                              
|           | 
|10.12.1(6) |  | Servicing and Custodian Agreement dated as of October 3, 2006, among AmeriCredit Financial Services, Inc., AmeriCredit MTN
Receivables Trust V and Wells Fargo Bank (Exhibit 99.3)                                                                                                       
|           | 
|10.12.2(6) |  | Master Receivables Purchase Agreement dated as of October 3, 2006, among AmeriCredit MTN Receivables Trust V, AmeriCredit
Financial Services, Inc., AmeriCredit MTN Corp. V and Wells Fargo Bank (Exhibit 99.5)                                                                          
|           | 
|10.12.3(6) |  | Insurance Agreement dated as of October 3, 2006, among MBIA Insurance Corporation, AmeriCredit MTN Receivables Trust V,
AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. V and Wells Fargo Bank (Exhibit 99.6)                                                                
|           | 
|10.12.4(6) |  | Note Purchase Agreement dated as of October 3, 2006, among AmeriCredit MTN Receivables Trust V, AmeriCredit Financial
Services, Inc., Meridian Funding Company, LLC and MBIA Insurance Corporation (Exhibit 99.4)                                                                        



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INDEX TO EXHIBITS

(Continued)



|            |  |                                                                                                                                                                                                                                                                                                      
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|10.12.5(11) |  | Omnibus Amendment No. 1, dated March 5, 2009, among AmeriCredit MTN Receivables Trust V, AmeriCredit Financial services,
Inc., AmeriCredit MTN Corp. V, MBIA Insurance Corporation, Meridian Funding Company, LLC, Wilmington Trust Company and Wells Fargo Bank, National Association (Exhibit 99.7)
|            | 
|10.13(12)   |  | Note Purchase Agreement, dated November 24, 2008, among AmeriCredit Corp., AmeriCredit Financial Services, Inc, AmeriCredit
SenSub Corp. and Fairholme Funds, Inc. (Exhibit 10.2)                                                                                                                    
|            | 
|10.14.1(12) |  | Limited Guaranty, dated November 24, 2008, issued by AmeriCredit Corp. to Wells Fargo Bank, National Association Exhibit
10.3)                                                                                                                                                                       
|            | 
|10.14.2(12) |  | Registration Rights Agreement, dated November 26, 2008, among AmeriCredit Corp., AmeriCredit Financial Services, Inc,
AmeriCredit SenSub Corp. and Fairholme Funds, Inc. (Exhibit 10.4)                                                                                                              
|            | 
|12.1(@)     |  | Statement Re Computation of Ratios                                                                                                                                                                                                                                                                   
|            | 
|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                                                                                                                                                                                                    



|(@) | Filed herewith.
|--- | ---------------

|(1) | Incorporated by reference to the exhibit shown in parenthesis included in Registration Statement No. 33-31220 on Form S-1 filed by the Company with the Securities
and Exchange Commission.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Filed as an exhibit to the report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the exhibit shown in parenthesis included in the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 1992,
filed by the Company with the Securities and Exchange Commission.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the exhibit shown in parenthesis included in the Companys Current Report on Form 8-K, filed by the Company with the Securities and
Exchange Commission on February 3, 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the exhibit shown in parenthesis included in the Companys Current Report on Form 8-K, filed by the Company with the Securities and
Exchange Commission on October 21, 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the exhibit shown in parenthesis included in the Companys Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2006, filed by the Company with the Securities and Exchange Commission.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 2, 2010
|--- | -------------------------------------------------------------------------------------------------------------------------

|(8) | Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 1, 2008.
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(9) | Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 5, 2007.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(10) | Filed as an exhibit to the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 27, 2010.
|---- | -------------------------------------------------------------------------------------------------------------------------------------

|(11) | Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 10, 2009.
|---- | ---------------------------------------------------------------------------------------------------------------------------

|(12) | Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 26, 2008.
|---- | ------------------------------------------------------------------------------------------------------------------------------

|(13) | Filed as an exhibit to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 26, 2010.
|---- | --------------------------------------------------------------------------------------------------------------------------



117