UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2012

OR

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

For the transition period from to

Commission file number 1-10667

General Motors Financial Company, Inc.

(Exact name of registrant as specified in its charter)

Texas	75-2291093
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

801 Cherry Street, Suite 3500, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  Q    No  o

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

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 o Accelerated filer o Non-accelerated filer (Do not check if smaller reporting company) ý Smaller Reporting  Company o

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

As of October 31, 2012, 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.

1

GENERAL MOTORS FINANCIAL COMPANY, INC.

INDEX TO FORM 10-Q

		Page
Part I. FINANCIAL INFORMATION
Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	3
	Consolidated Balance Sheets – September 30, 2012 and December 31, 2011	3
	Consolidated Statements of Income and Comprehensive Income – Three and Nine Months Ended September 30, 2012 and 2011	4
	Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2012 and 2011	5
	Notes to Consolidated Financial Statements	6
Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	52
Item 4.	CONTROLS AND PROCEDURES	52
Part II. OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	53
Item 1A.	RISK FACTORS	53
Item 6.	EXHIBITS	53
SIGNATURE		54

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Part I.     FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, Dollars in Thousands)

	September 30, 2012		December 31, 2011
Assets
Cash and cash equivalents	$	1,805,981	$	572,297
Finance receivables, net	10,598,353		9,162,492
Restricted cash – securitization notes payable	718,729		919,283
Restricted cash – credit facilities	118,492		136,556
Property and equipment, net	52,079		47,440
Leased vehicles, net	1,570,625		809,491
Deferred income taxes	143,733		108,684
Goodwill	1,108,437		1,107,982
Intercompany receivables	40,859		37,447
Other assets	137,911		141,248
Total assets	$	16,295,199	$	13,042,920
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities	$	556,946	$	1,099,391
Securitization notes payable	9,005,203		6,937,841
Senior notes	1,500,000		500,000
Convertible senior notes			500
Accounts payable and accrued expenses	233,151		160,172
Deferred income	66,647		24,987
Taxes payable	91,480		85,477
Intercompany taxes payable	548,056		300,306
Interest rate swap and cap agreements	1,802		11,208
Total liabilities	12,003,285		9,119,882
Commitments and contingencies (Note 10)
Shareholder's equity:
Common stock, $0.01 par value per share, 500 shares authorized and issued
Additional paid-in capital	3,458,905		3,470,495
Accumulated other comprehensive income (loss)	327		(7,617		)
Retained earnings	832,682		460,160
Total shareholder's equity	4,291,914		3,923,038
Total liabilities and shareholder's equity	$	16,295,199	$	13,042,920

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

3

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited, in Thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Revenue
Finance charge income	$	415,064		$	348,285		$	1,176,107		$	907,047
Leased vehicle income	80,578			27,096			199,699			60,831
Other income	18,875			15,300			56,625			47,855
	514,517			390,681			1,432,431			1,015,733
Costs and expenses
Operating expenses	105,344			88,135			295,930			249,920
Leased vehicle expenses	56,029			17,864			147,686			39,446
Provision for loan losses	78,166			50,941			188,596			134,935
Interest expense	74,329			56,295			201,597			139,729
	313,868			213,235			833,809			564,030
Income before income taxes	200,649			177,446			598,622			451,703
Income tax provision	76,701			68,639			226,100			169,840
Net income	123,948			108,807			372,522			281,863
Other comprehensive income (loss)
Unrealized gains (losses) on cash flow hedges	39			(185		)	(2,481		)	(38		)
Foreign currency translation adjustment	10,109			(16,701		)	9,515			(15,517		)
Income tax (provision) benefit	(14		)	68			910			14
Other comprehensive income (loss), net	10,134			(16,818		)	7,944			(15,541		)
Comprehensive income	$	134,082		$	91,989		$	380,466		$	266,322

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

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in Thousands)

	Nine Months Ended
	September 30,
	2012			2011
Cash flows from operating activities:
Net income	$	372,522		$	281,863
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	178,444			72,397
Accretion and amortization of loan and leasing fees	(37,635		)	(14,910		)
Amortization of carrying value adjustment	(2,075		)	143,775
Amortization of purchase accounting premium	(26,068		)	(57,698		)
Provision for loan losses	188,596			134,935
Deferred income taxes	(34,002		)	41,159
Stock-based compensation expense	3,141			9,585
Other	(9,072		)	(23,148		)
Changes in assets and liabilities:
Other assets	(4,399		)	27,743
Accounts payable and accrued expenses	48,159			(500		)
Taxes payable	5,985			(79,518		)
Intercompany taxes payable	247,750			203,155
Net cash provided by operating activities	931,346			738,838
Cash flows from investing activities:
Purchases of consumer finance receivables, net	(4,353,965		)	(3,793,696		)
Principal collections and recoveries on consumer finance receivables	3,049,533			2,816,607
Fundings of commercial finance receivables, net	(581,499		)
Collections of commercial finance receivables	299,731
Purchases of leased vehicles, net	(857,433		)	(584,726		)
Proceeds from termination of leased vehicles	32,607			32,017
Purchases of property and equipment	(10,911		)	(5,858		)
Acquisition of FinanciaLinx				(9,601		)
FinanciaLinx cash on hand at acquisition				9,283
Change in restricted cash – securitization notes payable	200,554			(3,114		)
Change in restricted cash – credit facilities	18,956			6,359
Change in other assets	6,143			(24,221		)
Net cash used by investing activities	(2,196,284		)	(1,556,950		)
Cash flows from financing activities:
Borrowings on credit facilities	1,199,707			2,717,534
Payments on credit facilities	(1,752,095		)	(2,991,574		)
Issuance of securitization notes payable	5,400,000			3,650,000
Payments on securitization notes payable	(3,306,678		)	(2,821,473		)
Issuance of senior notes	1,000,000			500,000
Debt issuance costs	(43,547		)	(44,968		)
Retirement of debt	(505		)	(75,164		)
Net cash provided by financing activities	2,496,882			934,355
Net increase in cash and cash equivalents	1,231,944			116,243
Effect of Canadian exchange rate changes on cash and cash equivalents	1,740			(3,582		)
Cash and cash equivalents at beginning of period	572,297			194,554
Cash and cash equivalents at end of period	$	1,805,981		$	307,215

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

5

GENERAL MOTORS FINANCIAL COMPANY, INC.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The interim period consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles ("GAAP") in the United States of America. These interim period financial statements should be read in conjunction with our consolidated financial statements that are included in the Annual Report on Form 10-K filed on February 27, 2012.

The consolidated financial statements as of September 30, 2012, and for the three and nine months ended September 30, 2012 and 2011, are unaudited, and in management’s opinion include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Certain prior year amounts have been reclassified to conform to the current year presentation. The results for interim periods are not necessarily indicative of results for a full year.

The preparation of financial statements in conformity with GAAP 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, estimated recovery value on leased vehicles, goodwill, income taxes and the expected cash flows on the pre-acquisition consumer finance receivables.

Commercial Lending

Overview

In April 2012, we launched our commercial lending platform to further support our General Motors Company ("GM") dealer relationships. Our commercial lending offerings consist of:

• Floorplan financing - loans to primarily GM-franchised dealers and their affiliates to finance the purchase of vehicle inventory, also known as wholesale or inventory financing.

• Dealer loans - loans to dealers to finance improvements to dealership facilities, to provide working capital, and to purchase and/or finance dealership real estate.

In support of the underwriting and risk monitoring process with respect to these loans, each dealer is assigned a risk rating based on various factors, including, but not limited to, capital sufficiency, operating performance, financial outlook, and credit and payment history, if available. The risk rating may affect the pricing and guides the management of the account. We monitor the level of borrowing under each dealer's account daily. When a dealer's outstanding balance exceeds the availability on any given credit line with that dealer, we may reallocate balances across existing lines, temporarily suspend the granting of additional credit, increase the dealer's credit line, either temporarily or for an extended period of time, or take other actions following an evaluation and analysis of the dealer's financial condition and the cause of the excess or overline. Under the terms of the credit agreement with the dealer, we may demand payment of interest and principal on wholesale credit lines at any time.

Floorplan Financing

We support the financing of new and used vehicle inventory purchases by primarily GM-franchised dealers and their affiliates before sale or lease to the retail customer. These loans are included in finance receivables in our financial statements. Financing is provided through lines of credit extended to individual dealers. In general, each floorplan line is secured by all financed vehicles and by other dealership assets and typically the continuing personal guarantee of the dealership's ownership. Additionally, to minimize our risk, under certain circumstances, such as dealer default, manufacturers are bound by a repurchase obligation that requires them to repurchase the new vehicle inventory according to applicable manufacturer or State parameters. The amount we advance to dealers for new vehicles purchased through the manufacturer is equal to 100% of the

6

wholesale invoice price of new vehicles, which includes destination and other miscellaneous charges, and a price rebate, known as a holdback, from the manufacturer to the dealer in varying amounts stated as a percentage of the invoice price. We advance the loan proceeds directly to the manufacturer. To support the dealers' used car inventory needs, we advance funds to the dealer or auction to purchase used vehicles for inventory based on the appropriate wholesale book value for the region in which the dealer is located. Unless we terminate the credit line or the dealer defaults, we generally require payment of the principal amount financed for a vehicle upon its sale or lease by the dealer to the retail customer. Upon the sale of the collateral, the dealer must repay the advance on the sold vehicle according to the repayment terms. Typically the dealer has two to ten business days to repay an advance on a sold vehicle, depending on the timing of the receipt of the sale proceeds. These repayment terms can vary based on the risk rating. We periodically inspect and verify that the financed vehicles are on the dealership lot and available for sale. The timing of the verifications varies, and no advance notice is given to the dealer. Among other things, verifications are intended to determine dealer compliance with the master loan agreement as to repayment terms and to determine the status of our collateral.

Floorplan lending is structured to yield interest at a floating rate indexed to the prime rate. The rate for a particular dealer is based on, among other things, the dealer's credit worthiness, the amount of the credit line, the risk rating and whether or not the dealer is in default. Interest on floorplan loans is generally payable monthly.

Dealer Loans

We make loans to dealers to finance improvements to dealership facilities, to provide working capital and to purchase and finance dealership real estate.  These loans are included in finance receivables in our financial statements.  These loans are typically secured by mortgages or deeds of trust on dealership land and buildings, a priority security interest in other dealership assets and typically the continuing personal guarantees from the owners of the dealerships and/or the real estate. Dealer loans are structured to yield interest at fixed or floating rates. Floating rate loans are generally indexed to the prime rate. Interest on dealer loans is generally payable monthly.

Charge-off Policy

Commercial receivables are individually evaluated and where collectability of the recorded balance is in doubt are written down to fair value of the collateral less costs to sell. Commercial receivables are charged-off at the earlier of when they are deemed uncollectible or reach 360 days past due.

Troubled Debt Restructurings

For evaluating whether a restructuring constitutes a troubled debt restructuring ("TDR") our policy for consumer loans is that both of the following must exist: (i) the restructuring constitutes a concession; and (ii) the debtor is experiencing financial difficulties. In accordance with our policies and guidelines, we, at times, offer payment deferrals to consumers. Each deferral allows the consumer to move up to two delinquent monthly 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). A loan that is deferred two or more times would be considered significantly delayed and therefore meet the definition of a concession. A loan currently in payment default as the result of being delinquent would also represent a debtor experiencing financial difficulties. Therefore, considering these two factors, the second deferment granted by us on a loan would be considered a TDR and the loan impaired. Accounts in Chapter 13 bankruptcy which have an interest rate or principal adjustment as part of a confirmed bankruptcy plan would also be considered TDRs. The pre-acquisition portfolio is excluded from the TDR policy since expected future credit losses were recognized in the purchase accounting for that portfolio.

Commercial receivables subject to forbearance, moratoriums, extension agreements, or other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral are classified as TDRs. We do not grant concessions on the principal balance of dealer loans.

Related Party Transactions

We were acquired by GM on October 1, 2010. We offer loan and lease finance products through GM dealers to consumers purchasing new and certain used vehicles manufactured by GM. GM makes cash payments to us for offering incentivized rates and structures on these loan and lease finance products under a subvention program. At September 30, 2012 and December 31, 2011, we had intercompany receivables from GM in the amount of $40.9 million and $37.4 million, respectively. These amounts represent $19.0 million and $37.4 million due at September 30, 2012 and December 31, 2011, respectively, from GM under the subvention program and a $21.8 million receivable at September 30, 2012 related to commercial loans to dealers that are majority owned and consolidated by GM in connection with our commercial lending program.

7

Recent Accounting Pronouncements

In May 2011, ASU ("2011-04"), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, was issued effective for interim and annual periods beginning on or after December 15, 2011. The adoption of 2011-04 gives fair value the same meaning between GAAP and International Financial Reporting Standards ("IFRSs"), and improves consistency of disclosures relating to fair value. We adopted this ASU effective January 1, 2012, and the adoption did not have an impact on our consolidated financial position, results of operations and cash flows.

In June 2011, ASU ("2011-05"), Comprehensive Income: Presentation of Comprehensive Income, was issued effective for interim and annual periods beginning after December 15, 2011, with early adoption permitted. 2011-05 amends current guidance on reporting comprehensive income and eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. In December 2011, 2011-12 was issued deferring the effective date for implementation of 2011-05 related only to reclassification out of accumulated other comprehensive income until a later date to be determined after further consideration by the FASB. We adopted this 2011-12 effective January 1, 2012, and the adoption did not have an impact on our consolidated financial position, results of operations and cash flows as we already present a statement of comprehensive income.

In December 2011, ASU ("2011-11"), Disclosures about Offsetting Assets and Liabilities, was issued effective for interim and annual periods beginning January 1, 2013. 2011-11 amends the disclosure requirements on offsetting in ASC Topic 210 by requiring enhanced disclosures about financial instruments and derivative instruments that are either (i) offset in accordance with existing guidance or (ii) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. 2011-11 is effective for us starting January 1, 2013 and the adoption will not have an impact on our consolidated financial position, results of operations and cash flows.

NOTE 2 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

Consumer	September 30, 2012			December 31, 2011
Pre-acquisition consumer finance receivables - outstanding balance	$	2,597,182		$	4,366,075
Pre-acquisition consumer finance receivables - carrying value	$	2,349,536		$	4,027,361
Post-acquisition consumer finance receivables, net of fees	8,255,453			5,313,899
	10,604,989			9,341,260
Less: allowance for loan losses on post-acquisition consumer finance receivables	(291,049		)	(178,768		)
Total consumer finance receivables, net	10,313,940			9,162,492
Commercial
Commercial finance receivables, net of fees	284,413
Less: allowance for loan losses
Total commercial finance receivables, net	284,413
Total finance receivables, net	$	10,598,353		$	9,162,492

8

Consumer Finance Receivables

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Pre-acquisition consumer finance receivables - carrying value, beginning of period	$	2,812,205		$	5,471,957		$	4,027,361		$	7,299,963
Post-acquisition consumer finance receivables, net of fees - beginning of period	7,340,242			3,222,584			5,313,899			923,713
	10,152,447			8,694,541			9,341,260			8,223,676
Loans purchased	1,477,860			1,358,115			4,363,019			3,845,258
Charge-offs	(82,255		)	(20,246		)	(186,054		)	(28,793		)
Principal collections and other	(916,794		)	(875,993		)	(2,768,273		)	(2,588,178		)
Change in carrying value adjustment on the pre-acquisition finance receivables	(26,269		)	(87,125		)	(144,963		)	(382,671		)
Balance at end of period	$	10,604,989		$	9,069,292		$	10,604,989		$	9,069,292

The accrual of finance charge income has been suspended on $450.4 million and $439.4 million of consumer receivables (based on contractual amount due) as of September 30, 2012 and December 31, 2011, respectively.

Consumer 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 also have manufacturer incentive programs with GM and other new vehicle manufacturers, typically known as subvention programs, under which the manufacturers provide us cash payments in order for us to offer lower interest rates on consumer finance contracts we purchase. We record the amortization of participation fees and subvention and accretion of acquisition fees to finance charge income using the effective interest method.

We review our pre-acquisition portfolio for differences between contractual cash flows and the cash flows expected to be collected from our pre-acquisition portfolio to determine if the difference is attributable, at least in part, to credit quality. During the nine months ended September 30, 2012, as a result of improvements in the credit performance of the pre-acquisition portfolio, which resulted in an increase of expected cash flows of $169.6 million, we transferred this excess from the non-accretable discount to accretable yield. This excess will be amortized through finance charge income over the remaining life of the portfolio.

A summary of the accretable yield is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Balance at beginning of period	$	627,689		$	1,072,416		$	737,464		$	1,201,178
Accretion of accretable yield	(122,217		)	(192,528		)	(401,626		)	(574,956		)
Transfer from non-accretable discount				7,270			169,634			260,936
Balance at end of period	$	505,472		$	887,158		$	505,472		$	887,158

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Balance at beginning of period	$	249,350		$	107,526		$	178,768		$	26,352
Provision for loan losses	78,166			50,941			188,596			134,935
Charge-offs	(82,255		)	(20,246		)	(186,054		)	(28,793		)
Recoveries	45,788			13,101			109,739			18,828
Balance at end of period	$	291,049		$	151,322		$	291,049		$	151,322

Credit Risk

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

	September 30, 2012		December 31, 2011
FICO Score less than 540	$	2,874,389	$	2,133,361
FICO Score 540 to 599	4,889,959		4,166,988
FICO Score 600 to 659	2,568,517		2,623,882
FICO Score greater than 660	519,770		755,743
Balance at end of period(a)	$	10,852,635	$	9,679,974

_________________ 

(a) Balance at end of period is the sum of pre-acquisition consumer finance receivables - outstanding balance and post-acquisition consumer finance receivables, net of fees.

Delinquency

A consumer 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 the contractual amounts of consumer finance receivables, which is not materially different than recorded investment, that are (i) more than 30 days delinquent, but not yet in repossession, and (ii) in repossession, but not yet charged-off (dollars in thousands):

	September 30, 2012				September 30, 2011
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
Delinquent contracts:
31 to 60 days	$	561,437	5.2	%	$	441,069	4.7	%
Greater than 60 days	204,029		1.9		164,357		1.7
	765,466		7.1		605,426		6.4
In repossession	37,467		0.3		34,230		0.4
	$	802,933	7.4	%	$	639,656	6.8	%

Impaired Finance Receivables - Troubled Debt Restructurings

Consumer receivables in the post-acquisition portfolio that become classified as TDRs are separately assessed for impairment. A specific allowance is estimated based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. At September 30, 2012, the financial effects of the accounts in the post-acquisition portfolio that became classified as TDRs resulted in an impairment charge recorded as part of the provision for loan losses. Accounts that become classified as TDRs because of a payment deferral still accrue interest at the contractual rate and an additional fee is collected at each time of deferral and recorded as a reduction of accrued interest. No interest or fees are forgiven on a payment deferral to a customer and therefore, there are no additional financial effects of deferred loans becoming classified as TDRs. Accounts in Chapter 13 bankruptcy would have already been placed on non-accrual, therefore there are no additional financial effects of these loans becoming classified as TDRs.

10

The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance as of September 30, 2012 is shown below (in thousands):

	September 30, 2012
Outstanding recorded investment	$	127,633
Less: allowance for loan losses	(21,981		)
Outstanding recorded investment, net of allowance	$	105,652
Unpaid principal balance	$	130,001

All accounts noted above had a related allowance for loan losses. At December 31, 2011, the amount of consumer finance receivables in the post-acquisition portfolio that would be considered TDRs was insignificant.

Interest income from loans accounted for as TDRs is accounted for in the same manner as other accruing loans. Cash collections on these loans are allocated according to the same payment hierarchy methodology applied to loans that are not classified as TDRs. Additional information about loans classified as TDRs is shown below (in thousands):

	Three Months Ended		Nine Months Ended
	September 30, 2012
Average recorded investment	$	91,462	$	69,888
Interest income recognized	3,275		4,453

The following table provides information on loans that became classified as TDRs (dollars in thousands):

	Three Months Ended			Nine Months Ended
	September 30, 2012
	Number of Accounts	Amount		Number of Accounts	Amount
Outstanding recorded investment	4,148	$	77,323	6,857	$	129,272

A redefault is when an account meets the requirements for evaluation under our charge-off policy (Refer to Note 1 - "Summary of Significant Accounting Policies" to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for additional information). The following table presents the unpaid principal balance, net of recoveries, of loans that redefaulted during the reporting period and were within 12 months or less of being modified as a troubled debt restructuring (in thousands):

	Three Months Ended		Nine Months Ended
	September 30, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	927	$	1,146

Commercial Finance Receivables

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

	Three Months Ended			Nine Months Ended
	September 30, 2012
Balance at beginning of period	$	127,560		$
Loans funded	410,344			584,140
Principal collections and other	(253,491		)	(299,727		)
Balance at end of period	$	284,413		$	284,413

There were no commercial receivables on non-accrual as of September 30, 2012.

11

Credit Risk

Our commercial finance receivables consist of dealer floorplan financings and dealer loans. A proprietary model is used to assign a risk rating to each dealer. A credit review of each dealer is performed at least annually and, if necessary, the dealer's risk rating is adjusted on the basis of the review.

Delinquency

At September 30, 2012, all commercial receivables were current with respect to payment status.

Impaired Finance Receivables - Troubled Debt Restructurings

Commercial receivables classified as TDRs are assessed for impairment and included in our allowance for credit losses based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. For receivables where foreclosure is probable, the fair value of the collateral is used to estimate the specific impairment. At September 30, 2012, there were no outstanding commercial receivables classified as TDRs.

NOTE 3 – LEASED VEHICLES

Leased vehicles consist of the following (in thousands):

	September 30, 2012			December 31, 2011
Leased vehicles	$	2,062,648		$	1,012,637
Manufacturer incentives	(277,079		)	(125,681		)
	1,785,569			886,956
Less: accumulated depreciation	(214,926		)	(77,303		)
Less: purchase accounting discount	(18		)	(162		)
	$	1,570,625		$	809,491

A summary of our leased vehicles is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Balance at beginning of period	$	1,526,609		$	468,540		$	886,956		$	51,515
Leased vehicles purchased	299,287			188,706			1,077,446			688,137
Leased vehicles returned - end of term	(17,178		)	(8,928		)	(43,449		)	(22,575		)
Leased vehicles returned - default	(1,605		)	(196		)	(3,783		)	(578		)
Manufacturer incentives	(42,496		)	(19,303		)	(149,337		)	(87,680		)
Foreign currency translation adjustment	20,952			(15,451		)	17,736			(15,451		)
Balance at end of period	$	1,785,569		$	613,368		$	1,785,569		$	613,368

Our Canadian subsidiary services leases that are recorded as operating leases for a third party. As of September 30, 2012 and December 31, 2011, this subsidiary was servicing $731.6 million and $995.0 million of leased vehicles for this third party.

The following table summarizes minimum rental payments due to us as lessor under operating leases (in thousands):

	Fiscal 2012		Fiscal 2013		Fiscal 2014		Fiscal 2015		Fiscal 2016		Fiscal 2017
Minimum rental payments under operating leases	$	76,442	$	296,690	$	238,803	$	125,828	$	24,352	$	1,483

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NOTE 4 – SECURITIZATIONS

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Receivables securitized	$	1,372,044	$	954,915	$	5,721,379	$	3,872,703
Net proceeds from securitization	1,300,000		900,000		5,400,000		3,650,000
Servicing fees(a)	60,634		49,676		178,434		147,585
Net distributions from Trusts	267,379		202,647		1,183,034		636,903

_________________ 

(a) Cash flows received for the servicing of securitizations consolidated as VIE’s are a component of finance charge income on the consolidated statements of income and comprehensive income.

We retain servicing responsibilities for receivables transferred to the Trusts. We receive a monthly base servicing fee on the outstanding principal balance of our securitized receivables and supplemental fees (such as late charges) for servicing the receivables.

As of September 30, 2012 and December 31, 2011, respectively, we were servicing $9.9 billion and $7.9 billion of finance receivables that have been transferred to the Trusts.

NOTE 5 – CREDIT FACILITIES

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

	September 30, 2012		December 31, 2011
Syndicated warehouse facility			$	621,257
Lease warehouse facility – Canada	$	374,496	181,314
Medium term note facility	182,450		293,528
Wachovia funding facility			3,292
	$	556,946	$	1,099,391

Further detail regarding terms and availability of the credit facilities as of September 30, 2012, is as follows (in thousands):

Facility	Facility Amount		Advances Outstanding		Assets Pledged (e)		Restricted Cash Pledged (f)
Syndicated warehouse facility(a)	$	2,500,000					$	300
Lease warehouse facility – U.S.(b)	600,000
Lease warehouse facility – Canada(c)	813,049		$	374,496	$	584,185	2,759
GM revolving credit facility	300,000
Medium term note facility(d)			182,450		200,584		83,683
			$	556,946	$	784,769	$	86,742

_________________ 

(a) In May 2012, the facility was renewed and increased in size from $2.0 billion to $2.5 billion. In May 2013, 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 February 2020 when the remaining balance will be due and payable.

(b) In January 2013 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 leasing related assets pledged until July 2018 when any remaining amount outstanding will be due and payable.

(c) In July 2012, the facility was renewed and increased in size from C$600.0 million to C$800.0 million. In July 2013, 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 leasing related assets pledged until January 2019 when any remaining amount outstanding will be due and payable. This facility amount represents C$800.0 million, advances outstanding of C$368.5 million, assets pledged of C$574.8 million and restricted cash pledged of C$2.7 million at September 30, 2012.

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(d) In October 2012, the facility was paid in full and subsequently terminated.

(e) Borrowings on the warehouse facilities are collateralized by finance receivables, while borrowings on the lease warehouse facilities are collateralized by leasing related assets.

(f) These amounts do not include cash collected on finance receivables and leasing related assets pledged of $31.8 million, which is also included in restricted cash – credit facilities on the consolidated balance sheets.

Our syndicated warehouse, lease warehouse and medium term note facilities are either administered by agents on behalf of institutionally managed commercial paper or medium term note conduits or funded directly by the lenders. Under these funding agreements, we transfer finance receivables or leasing related assets to our special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance and lease contracts 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 assets. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables, leasing related assets 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 rates, London Interbank Offered Rates ("LIBOR"), Canadian Dollar Offered Rate ("CDOR") or prime rates plus a credit spread and specified fees depending upon the source of funds provided by the agents. In the syndicated warehouse, lease warehouse – Canada, and the medium term note facilities 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, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of September 30, 2012, we were in compliance with all covenants in our credit facilities.

The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse facility and lease warehouse facility – Canada during the three months ended September 30, 2012 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.22	%	$	40,552	$	138,250
Lease warehouse facility – Canada(a)	2.69	%	343,307		374,496

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$337.8 million and C$368.5 million, respectively.

There were no borrowings or repayments on the lease warehouse facility – U.S. or the GM revolving credit facility during the three months ended September 30, 2012.

The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse facility and lease warehouse facility – Canada during the three months ended September 30, 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.41	%	$	346,485	$	817,845
Lease warehouse facility – Canada(a)	2.99	%	$	17,346	$	72,539

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$18.1 million and C$75.6 million, respectively.

There were no borrowings or repayments on the lease warehouse facility – U.S. or the GM revolving credit facility during the three months ended September 30, 2011.

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The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse facility and lease warehouse facility – Canada during the nine months ended September 30, 2012 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.44	%	$	107,832	$	429,839
Lease warehouse facility – Canada(a)	2.72	%	276,468		374,496

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$272.0 million and C$368.5 million, respectively.

There were no borrowings or repayments on the lease warehouse facility – U.S. or the GM revolving credit facility during the nine months ended September 30, 2012.

The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse facility, lease warehouse facility – U.S. and lease warehouse facility – Canada during the nine months ended September 30, 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.58	%	$	350,450	$	826,859
Lease warehouse facility – U.S.	1.60	%	32,125		182,749
Lease warehouse facility – Canada(a)	2.99	%	5,846		72,539

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$6.1 million and C$75.6 million, respectively.

There were $200.0 million in borrowings and repayments on the GM revolving credit facility during the nine months ended September 30, 2011.

Debt issuance costs are amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $7.3 million and $6.6 million as of September 30, 2012 and December 31, 2011, respectively, are included in other assets.

NOTE 6 – SECURITIZATION NOTES PAYABLE

Securitization notes payable represents debt issued by us in securitization transactions. In connection with the merger with GM, we recorded a purchase accounting premium that is being amortized to interest expense over the expected term of the notes. Amortization for the nine months ended September 30, 2012 and 2011 was $25.7 million and $54.9 million, respectively. At September 30, 2012, unamortized purchase accounting premium of $16.7 million is included in securitization notes payable. Debt issuance costs of $26.2 million and $16.3 million, as of September 30, 2012 and December 31, 2011, respectively, 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.

15

Securitization notes payable as of September 30, 2012, consists of the following (dollars in thousands):

Year of Transaction	Maturity Date (a)			Original Note Amounts					Original Weighted Average Interest Rate					Receivables Pledged		Note Balance At September 30, 2012
2008	October 2014	-	April 2015	$	500,000	-	$	750,000	6.0	%	-	10.5	%	$	281,734	$	104,823
2009	January 2016	-	July 2017	227,493		-	725,000		2.7	%	-	7.5	%	250,771		188,389
2010	July 2017	-	April 2018	200,000		-	850,000		2.2	%	-	3.8	%	1,394,077		1,234,762
2011	July 2018	-	March 2019	800,000		-	1,000,000		2.4	%	-	2.9	%	3,037,396		2,797,680
2012(b)	June 2019	-	February 2020	800,000		-	1,300,000		1.5	%	-	2.9	%	4,973,626		4,662,831
														$	9,937,604	8,988,485
Purchase accounting premium																16,718
Total																$	9,005,203

_________________ 

(a) 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.

(b) Includes private sale of asset-backed securities.

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 insurer 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 provider 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 provider to declare the occurrence of an event of default and terminate our servicing rights to the receivables transferred to that Trust. As of September 30, 2012, no such servicing right termination events have occurred with respect to any of the Trusts formed by us.

NOTE 7 – SENIOR NOTES

In August 2012, we issued $1.0 billion of 4.75% senior notes which are due in August 2017, with interest payable semiannually. We intend to use the net proceeds from this offering for general corporate purposes including, but not limited to, acquisitions.

In connection with the issuance of the 4.75% senior notes, we entered into a registration rights agreement that requires us to file a registration statement with the SEC for an exchange offer with respect to the 4.75% senior notes and the subsidiary guaranty. If the registration statement has not been declared effective by the SEC within 365 days from the original issuance of the senior notes or ceases to remain effective, we will be required to pay the 4.75% senior note holders a maximum amount of $0.50 per week of additional interest per $1,000 of principal during the time the registration statement is not effective, for a period of up to one year.

16

Senior notes consist of the following (in thousands):

	September 30, 2012		December 31, 2011
4.75% Senior Notes (due August 2017)	$	1,000,000
6.75% Senior Notes (due June 2018)	500,000		$	500,000
	$	1,500,000	$	500,000

Debt issuance costs related to the senior notes of $18.0 million at September 30, 2012 and $7.0 million at December 31, 2011, which are included in other assets on the consolidated balance sheets, are being amortized to interest expense over the expected term of the senior notes.

The senior notes are guaranteed solely by AmeriCredit Financial Services, Inc. our principal operating subsidiary and none of our other subsidiaries are guarantors of the notes. The senior notes may be redeemed, at our option, in whole or in part, at any time before maturity at the make whole redemption prices as set forth in the indentures that govern the senior notes. See Note 14 - "Guarantor Consolidating Financial Statements" for further discussion.

NOTE 8 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Interest rate cap and swap derivatives consist of the following (in thousands):

	September 30, 2012				December 31, 2011
	Notional		Fair Value(b)		Notional		Fair Value(b)
Assets
Interest rate swaps(a)	$	25,404	$	301	$	509,561	$	2,004
Interest rate caps(a)	1,493,304		1,471		1,512,793		4,548
Total assets	$	1,518,708	$	1,772	$	2,022,354	$	6,552
Liabilities
Interest rate swaps	$	25,404	$	301	$	509,561	$	6,440
Interest rate caps	1,493,304		1,501		1,470,856		4,768
Total liabilities	$	1,518,708	$	1,802	$	1,980,417	$	11,208

_________________ 

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

(b) See Note 9 - "Fair Value of Assets and Liabilities" for further discussion of fair value disclosure related to the derivatives.

Generally, we purchase interest rate cap agreements to limit floating rate exposures on securities issued in our credit facilities. 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. Interest rate swap agreements designated as hedges had insignificant losses and $2.4 million of gains included in accumulated other comprehensive income as of September 30, 2012 and December 31, 2011, respectively. The ineffectiveness gain (loss) related to the interest rate swap agreements was $(0.1) million and $(0.2) million for the three and nine months ended September 30, 2012 and insignificant and $0.3 million for the three and nine months ended September 30, 2011, respectively. We estimate approximately $0.1 million of unrealized losses included in accumulated other comprehensive income 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 insignificant gains for the three and nine months ended September 30, 2012 and gains of $1.0 million and $1.1 million for the three and nine months ended September 30, 2011, and are included in interest expense on the consolidated statements of income and comprehensive income.

Under the terms of our derivative financial instruments, we are required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of September 30, 2012 and December 31, 2011, these restricted cash accounts totaled $6.4 million and $35.5 million, respectively, and are included in other assets on the consolidated balance sheets.

17

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

	Income (Losses) Recognized In Income
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Non-designated hedges:
Interest rate contracts(a)	$	53		$	879		$	337		$	912
Foreign currency exchange derivatives(b)				1,998						2,125
	$	53		$	2,877		$	337		$	3,037
Designated hedges:
Interest rate contracts(a)	$	(69	)	$	23		$	(161	)	$	260
	Losses Recognized In Accumulated Other Comprehensive Income (Loss)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Designated hedges:
Interest rate contracts	$	(11	)	$	(1,078	)	$	(66	)	$	(1,930	)
	Income (Losses) Reclassified From Accumulated Other Comprehensive Income (Loss) Into Income
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Designated hedges:
Interest rate contracts(a)	$	(50	)	$	(893	)	$	2,415		$	(1,892	)

_________________ 

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

(b) There were no outstanding foreign currency exchange derivatives at September 30, 2012. Income recognized in earnings is included in operating expenses.

NOTE 9 – FAIR VALUES OF ASSETS AND LIABILITIES

ASC 820, Fair Value Measurements, 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.

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.

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.

18

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.

Derivatives

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

Our interest rate swaps are not exchange traded but instead trade in over-the-counter markets where quoted market prices are not readily available. The fair value of derivatives is derived using models that use primarily market observable inputs, such as interest rate yield curves and credit curves. Any derivative fair value measurements using significant assumptions that are unobservable are classified as Level 3, which include interest rate swaps whose remaining terms extend beyond market observable interest rate yield curves. The fair value of our interest rate swaps use observable and unobservable inputs within a cash flow model. Those unobservable inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies and charge-offs of the loans within the finance receivable portfolio. The cash flow model produces an estimated amortization schedule of the finance receivables which is the basis for the calculation of the series of expected payments and receipts that derive the fair value of the interest rate swaps. The series of payments are calculated and discounted using observable interest rate yield curves. The counterparties’ non-performance risk to the derivative trades is also considered when measuring the fair value of the derivatives. Macroeconomic factors after purchase could negatively affect the credit performance of our portfolio and our counterparties and therefore, could potentially impact the assumptions used in our cash flow model.

Assets and liabilities itemized below were measured at fair value on a recurring basis, using either the market approach (i), the cost approach (ii) or the income approach (iii) as described above (in thousands):

	September 30, 2012
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
	Quoted Prices In Active Markets For Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Money market funds(i)(a)	$	2,374,588					$	2,374,588
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	1,471			1,471
Interest rate swaps(iii)					$	301	301
Total assets	$	2,374,588	$	1,471	$	301	$	2,376,360
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps(iii)					$	301	$	301
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	1,501			1,501
Total liabilities	$	—	$	1,501	$	301	$	1,802

_________________ 

(a) Excludes cash in banks and cash invested in Guaranteed Investment Contracts of $300.4 million.

19

	December 31, 2011
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
	Quoted Prices In Active Markets For Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Money market funds(i)(a)	$	1,434,592					$	1,434,592
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	4,548			4,548
Interest rate swaps(iii)					$	2,004	2,004
Total assets	$	1,434,592	$	4,548	$	2,004	$	1,441,144
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps(iii)					$	6,440	$	6,440
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	4,768			4,768
Total liabilities	$	—	$	4,768	$	6,440	$	11,208

_________________ 

(a) Excludes cash in banks and cash invested in Guaranteed Investment Contracts of $252.7 million.

The tables below present a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2012 (in thousands):

	Assets			Liabilities
	Interest Rate Swap Agreements			Interest Rate Swap Agreements
Balance at July 1, 2012	$	454		$	(456	)
Total realized and unrealized gains
Included in earnings	14			(69		)
Included in other comprehensive income				(11		)
Settlements	(167		)	235
Balance as of September 30, 2012	$	301		$	(301	)

	Assets			Liabilities
	Interest Rate Swap Agreements			Interest Rate Swap Agreements
Balance at January 1, 2012	$	2,004		$	(6,440	)
Total realized and unrealized gains
Included in earnings	153			(161		)
Included in other comprehensive income				(66		)
Settlements	(1,856		)	6,366
Balance as of September 30, 2012	$	301		$	(301	)

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The tables below present a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2011 (in thousands):

	Assets			Liabilities
	Interest Rate Swap Agreements			Interest Rate Swap Agreements
Balance at July 1, 2011	$	12,577		$	(23,720	)
Total realized and unrealized gains
Included in earnings	1,005			23
Included in other comprehensive income				(1,078		)
Settlements	(4,922		)	8,725
Balance as of September 30, 2011	$	8,660		$	(16,050	)

	Assets			Liabilities
	Interest Rate Swap Agreements			Interest Rate Swap Agreements
Balance at January 1, 2011	$	23,058		$	(46,797	)
Total realized and unrealized gains
Included in earnings	1,058			260
Included in other comprehensive income				(1,930		)
Settlements	(15,456		)	32,417
Balance as of September 30, 2011	$	8,660		$	(16,050	)

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Guarantees of Indebtedness

The payments of principal and interest on our senior notes are guaranteed by our principal operating subsidiary. The par value of the senior notes was $1,500.0 million at September 30, 2012. See guarantor consolidating financial statements in Note 14.

NOTE 11 – INCOME TAXES

We had unrecognized tax benefits of $50.5 million and $48.1 million at September 30, 2012 and December 31, 2011, respectively. The amount of unrecognized tax benefits including the federal benefit of state taxes, if recognized, that would affect the effective tax rate is $28.3 million and $26.5 million at September 30, 2012 and December 31, 2011, respectively.

At September 30, 2012, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by up to $9.3 million in the next twelve months due to ongoing activities with various taxing jurisdictions that we expect may give rise to settlements or the expiration of statutes of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax laws and new authoritative rulings.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. As of January 1, 2012, accrued interest and penalties associated with uncertain tax positions were $21.4 million and $10.0 million, respectively. During the nine months ended September 30, 2012, we accrued an additional $1.7 million in potential interest and accrued an additional $0.5 million in potential penalties associated with uncertain tax positions.

We file income tax returns in the U.S. federal jurisdiction, and various state, local, and foreign jurisdictions. Our U.S. federal income tax returns prior to fiscal 2006 are no longer subject to tax examinations. Our federal income tax returns for fiscal 2006, 2007, 2008, 2009 and 2010 are under audit by the Internal Revenue Service ("IRS"). Foreign and state jurisdictions have statutes of limitations that generally range from three to five years. With few exceptions, we are no longer subject to state and local, or non-U.S. income tax examinations by tax authorities prior to fiscal 2005. Certain of our state tax returns are currently under examination in various state tax jurisdictions. As of October 1, 2010, we are included in GM's consolidated U.S. federal income tax return and will continue to be included in subsequent year returns filed by GM. These tax years are subject to examination by the tax authorities. Similarly, we also file unitary, combined or consolidated state and local tax returns with GM in certain jurisdictions. In some taxing jurisdictions where filing a separate income tax return is mandated, we will continue to file separately.

For taxable income recognized by us in any period beginning on or after October 1, 2010, we are obligated to pay GM for our

21

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. Under our tax sharing arrangement with GM, payments for the tax years 2010 through 2013 are deferred for three years from their original due date. The total amount of deferral is not to exceed $650 million. 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 would be reported in our consolidated financial statements as additional paid-in capital. As of September 30, 2012, we have recorded intercompany taxes payable to GM in the amount of $548.1 million representing the tax effects of income earned subsequent to the merger with GM.

Our effective income tax rate was 38.2% and 37.8% for the three and nine months ended September 30, 2012, respectively. Our effective income tax rate was 38.7% and 37.6% for the three and nine months ended September 30, 2011, respectively.

NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS

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 exclude certain financial instruments and all non-financial instruments. 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 (dollars in thousands):

			September 30, 2012				December 31, 2011
		Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a)	1	$	1,805,981	$	1,805,981	$	572,297	$	572,297
Finance receivables, net	(b)	3	10,598,353		10,956,980		9,162,492		9,385,851
Restricted cash – securitization notes payable	(a)	1	718,729		718,729		919,283		919,283
Restricted cash – credit facilities	(a)	1	118,492		118,492		136,556		136,556
Restricted cash – other	(a)	1	31,740		31,740		59,136		59,136
Interest rate swap agreements	(d)	3	301		301		2,004		2,004
Interest rate cap agreements purchased	(d)	2	1,471		1,471		4,548		4,548
Financial liabilities:
Syndicated and lease warehouse facilities	(c)	2	374,496		374,496		802,571		802,571
Medium term note facility and Wachovia funding facility	(d)	3	182,450		182,689		296,820		296,542
Securitization notes payable	(d)
Securitization notes payable		1	8,449,985		8,584,572		6,937,841		6,945,865
Private securitization 2012-PP1		3	555,218		567,935
Senior notes	(d)	2	1,500,000		1,580,000		500,000		510,000
Convertible senior notes	(d)	2					500		500
Interest rate swap agreements	(d)	3	301		301		6,440		6,440
Interest rate cap agreements sold	(d)	2	1,501		1,501		4,768		4,768

_________________ 

(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 consumer finance receivables is estimated based upon forecasted cash flows on the receivables discounted using a pre-tax weighted average cost of capital. For commercial finance receivables, carrying value is considered to be a reasonable estimate of fair value because substantially all have variable rates of interest and maturities of one year.

22

(c) The syndicated and lease warehouse facilities have variable rates of interest and maturities of approximately one year. 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, medium term note facility and Wachovia funding facility, securitization notes payable, senior notes and convertible senior notes are based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated by discounting future net cash flows expected to be settled using a current risk-adjusted rate.

There were no transfers of recurring fair values between levels.

The fair value of our consumer finance receivables use observable and unobservable inputs within a cash flow model. Those unobservable inputs reflect assumptions regarding expected prepayments, deferrals, delinquencies, recoveries and charge-offs of the loans within the portfolio. The cash flow model produces an estimated amortization schedule of the finance receivables which is the basis for the calculation of the series of cash flows that derive the fair value of the portfolio. The series of cash flows are calculated and discounted using a weighted average cost of capital using unobservable debt and equity percentages, an unobservable cost of equity, and an observable cost of debt based on companies with a similar credit rating and maturity profile as our portfolio. Macroeconomic factors could affect the credit performance of our portfolio and therefore, could potentially impact the assumptions used in our cash flow model.

The medium term note facility uses observable and unobservable inputs to estimate fair value. Observable inputs are used regarding an advance rate on the receivables to generate an estimated debt amount as well as the interest rate used to calculate the series of estimated principal payments. Those series of interest payments are discounted using an unobservable interest rate based on the most recent securitization in order to estimate fair value which would approximate the replacement value.

Securitization notes payable uses observable inputs to estimate fair value. Observable inputs are used by obtaining active prices based on the securitization debt issued during the same time frame.

We use observable and unobservable inputs to estimate fair value for the private securitization 2012 - PP1. Unobservable inputs are related to the structuring of the debt into various classes, which is based on public securitizations issued during the same time frame. Observable inputs are used by obtaining active prices based on the securitization debt issued during the same time frame. These observable inputs are then used to create expected market prices (unobservable input), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

NOTE 13 – SUPPLEMENTAL CASH FLOW INFORMATION

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

	Nine Months Ended
	September 30,
	2012		2011
Interest costs (none capitalized)	$	222,049	$	210,765
Income taxes	6,708		4,526

We had a non-cash investing activity as the result of the receivable from the GM subvention program for the nine months ended September 30, 2012 and 2011 of $19.0 million and $23.6 million, respectively.

NOTE 14 – GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

Subsequent to the issuance of our consolidated financial statements for the year ended December 31, 2011, we identified certain errors in the presentation of the consolidating financial statements contained in this footnote as of December 31, 2011, September 30, 2011 and for the nine months ended September 30, 2011. The errors are related to the allocation of carrying value adjustments, as well as certain intercompany equity transactions, between AmeriCredit Financial Services, Inc. (the "Guarantor"), our principal operating subsidiary and our other subsidiaries (the "Non-Guarantor Subsidiaries") which occurred during the recast of the consolidating financial statements to reflect the new guarantor structure in 2011. These adjustments did not have an impact on the consolidated financial statements as of December 31, 2011, as of September 30, 2011 or for the three and nine months ended September 30, 2011.

23

	December 31, 2011
	(in thousands)
	Guarantor				Non-Guarantors				Eliminations
Balance Sheet:	As Previously Reported		Restated		As Previously Reported		Restated		As Previously Reported			Restated
Finance receivables, net	$	201,796	$	558,770	$	8,960,696	$	8,603,722
Due from affiliates					2,656,353		2,927,537		$	(3,426,131	)	$	(3,697,315	)
Investment in affiliates	3,252,248		3,166,458						(6,123,604		)	(6,037,814		)
Total assets	4,058,263		4,329,447		13,725,688		13,639,898		(9,549,735		)	(9,735,129		)
Due to affiliates	3,426,131		3,697,315						(3,426,131		)	(3,697,315		)
Total liabilities	3,495,851		3,767,035						(3,426,131		)	(3,697,315		)
Additional paid-in capital					1,143,529		1,001,958		(1,222,716		)	(1,081,145		)
Retained earnings					3,918,022		3,973,803		(4,401,247		)	(4,457,028		)
Total shareholder's equity					5,561,192		5,475,402		(6,123,604		)	(6,037,814		)
Total liabilities and shareholder's equity	4,058,263		4,329,447		13,725,688		13,639,898		(9,549,735		)	(9,735,129		)

	Nine Months Ended September 30, 2011
	(in thousands)
	Guarantor						Non-Guarantors				Eliminations
Statement of Operations and Comprehensive Operations Items:	As Previously Reported			Restated			As Previously Reported		Restated		As Previously Reported			Restated
Finance charge income	$	46,821		$	68,251		$	860,226	$	838,796
Equity in income of affiliates	377,504			364,974							$	(673,265	)	$	(660,735	)
Income before income taxes	230,111			239,011			618,739		597,309		(673,265		)	(660,735		)
Income tax (benefit) provision	(53,383		)	(44,483		)	228,968		220,068
Net income							389,771		377,241		(673,265		)	(660,735		)

	Nine Months Ended September 30, 2011
	(in thousands)
	Guarantor						Non-Guarantors						Eliminations
Statement of Cash Flows Items:	As Previously Reported			Restated			As Previously Reported			Restated			As Previously Reported			Restated
Cash flows from operating activities:
Net income							$	389,771		$	377,241		$	(673,265	)	$	(660,735	)
Amortization of carrying value adjustment	$	30,582		$	9,152		113,193			134,623
Equity in income of affiliates	(377,504		)	(364,974		)							673,265			660,735
Net cash provided by operating activities	85,564			76,664			445,244			454,144
Cash flows from investing activities:
Purchases of consumer finance receivables, net							(3,645,522		)	(3,244,815		)	3,645,522			3,244,815
Proceeds from sale of receivables, net	3,645,522			3,244,815									(3,645,522		)	(3,244,815		)
Net cash provided (used) by investing activities	15,371			(385,336		)	(1,406,426		)	(1,005,719		)
Cash flows from financing activities:
Net change in due (to) from affiliates	(23,185		)	386,422			471,631			62,024
Net cash provided (used) by financing activities	(23,185		)	386,422			1,005,397			595,790

24

The payment of principal and interest on the 6.75% and the 4.75% senior notes issued in June 2011 and August 2012, respectively, are currently guaranteed solely by the Guarantor and none of our other subsidiaries. The separate financial statements of the Guarantor are not included herein because the Guarantor is a 100% owned consolidated subsidiary and is unconditionally liable for the obligations represented by the senior notes. Some of our Non-Guarantor Subsidiaries had previously guaranteed the payment of principal and interest on our senior notes and convertible senior notes that were outstanding prior to the issuance of the 6.75% and the 4.75% senior notes. These previously outstanding senior notes and convertible senior notes have been repaid in full. As a result, the consolidating financial statements for September 30, 2011 and the three and nine months ended September 30, 2011 have been recast to reflect the current guarantor structure for the 6.75% and 4.75% senior notes.

The consolidating financial statements present consolidating financial data for (i) General Motors Financial Company, Inc. (on a parent only basis), (ii) the Guarantor, (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, 2011, September 30, 2012 and for the three and nine months ended September 30, 2012 and 2011.

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.

25

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

September 30, 2012

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.		Guarantor		Non- Guarantors		Eliminations			Consolidated
Assets
Cash and cash equivalents			$	1,742,053	$	63,928				$	1,805,981
Finance receivables, net			924,865		9,673,488					10,598,353
Restricted cash – securitization notes payable					718,729					718,729
Restricted cash – credit facilities					118,492					118,492
Property and equipment, net	$	220	3,940		47,919					52,079
Leased vehicles, net					1,570,625					1,570,625
Deferred income taxes	32,760		10,331		100,642					143,733
Goodwill	1,094,923				13,514					1,108,437
Intercompany receivables	40,859									40,859
Other assets	17,974		19,819		100,118					137,911
Due from affiliates	1,988,691				1,106,118		$	(3,094,809	)
Investment in affiliates	3,268,790		1,457,512				(4,726,302		)
Total assets	$	6,444,217	$	4,158,520	$	13,513,573	$	(7,821,111	)	$	16,295,199
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities					$	556,946				$	556,946
Securitization notes payable					9,005,203					9,005,203
Senior notes	$	1,500,000								1,500,000
Accounts payable and accrued expenses	19,607		$	106,538	107,006					233,151
Deferred income					66,647					66,647
Taxes payable	84,640		5,071		1,769					91,480
Intercompany taxes payable	548,056									548,056
Interest rate swap and cap agreements			1,501		301					1,802
Due to affiliates			3,094,809				$	(3,094,809	)
Total liabilities	2,152,303		3,207,919		9,737,872		(3,094,809		)	12,003,285
Shareholder's equity:
Common stock					562,817		(562,817		)
Additional paid-in capital	3,458,905		79,187		194,286		(273,473		)	3,458,905
Accumulated other comprehensive income	327				385		(385		)	327
Retained earnings	832,682		871,414		3,018,213		(3,889,627		)	832,682
Total shareholder’s equity	4,291,914		950,601		3,775,701		(4,726,302		)	4,291,914
Total liabilities and shareholder's equity	$	6,444,217	$	4,158,520	$	13,513,573	$	(7,821,111	)	$	16,295,199

26

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

December 31, 2011

(in thousands)

	General Motors Financial Company, Inc.			Guarantor		Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents				$	500,556	$	71,741					$	572,297
Finance receivables, net				558,770		8,603,722						9,162,492
Restricted cash – securitization notes payable						919,283						919,283
Restricted cash – credit facilities						136,556						136,556
Property and equipment, net	$	220		3,567		43,653						47,440
Leased vehicles, net						809,491						809,491
Deferred income taxes	28,572			49,792		30,320						108,684
Goodwill	1,094,923					13,059						1,107,982
Intercompany receivables	35,975					1,472						37,447
Other assets	7,880			50,304		83,064						141,248
Due from affiliates	769,778					2,927,537			$	(3,697,315	)
Investment in affiliates	2,871,356			3,166,458					(6,037,814		)
Total assets	$	4,808,704		$	4,329,447	$	13,639,898		$	(9,735,129	)	$	13,042,920
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities						$	1,099,391					$	1,099,391
Securitization notes payable						6,937,841						6,937,841
Senior notes	$	500,000										500,000
Convertible senior notes	500											500
Accounts payable and accrued expenses	4,975			$	60,070	95,127						160,172
Deferred income						24,987						24,987
Taxes payable	79,885			4,882		710						85,477
Intercompany taxes payable	300,306											300,306
Interest rate swap and cap agreements				4,768		6,440						11,208
Due to affiliates				3,697,315					$	(3,697,315	)
Total liabilities	885,666			3,767,035		8,164,496			(3,697,315		)	9,119,882
Shareholder's equity:
Common stock						517,037			(517,037		)
Additional paid-in capital	3,470,495			79,187		1,001,958			(1,081,145		)	3,470,495
Accumulated other comprehensive loss	(7,617		)			(17,396		)	17,396			(7,617		)
Retained earnings	460,160			483,225		3,973,803			(4,457,028		)	460,160
Total shareholder’s equity	3,923,038			562,412		5,475,402			(6,037,814		)	3,923,038
Total liabilities and shareholder's equity	$	4,808,704		$	4,329,447	$	13,639,898		$	(9,735,129	)	$	13,042,920

27

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2012

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	40,372		$	374,692				$	415,064
Leased vehicle income							80,578					80,578
Other income	$	10,798		41,322			50,479		$	(83,724	)	18,875
Equity in income of affiliates	131,089			147,840					(278,929		)
	141,887			229,534			505,749		(362,653		)	514,517
Costs and expenses
Operating expenses	3,861			27,700			73,783					105,344
Leased vehicle expenses							56,029					56,029
Provision for loan losses				43,704			34,462					78,166
Interest expense	16,879			33,845			107,329		(83,724		)	74,329
	20,740			105,249			271,603		(83,724		)	313,868
Income before income taxes	121,147			124,285			234,146		(278,929		)	200,649
Income tax (benefit) provision	(2,801		)	(5,884		)	85,386					76,701
Net income	$	123,948		$	130,169		$	148,760	$	(278,929	)	$	123,948
Comprehensive income	$	134,082		$	130,169		$	169,151	$	(299,320	)	$	134,082

28

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

Three Months Ended September 30, 2011

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	35,372		$	312,913				$	348,285
Leased vehicle income							27,096					27,096
Other income	$	11,766		61,458			117,474		$	(175,398	)	15,300
Equity in income of affiliates	115,205			133,112					(248,317		)
	126,971			229,942			457,483		(423,715		)	390,681
Costs and expenses
Operating expenses	3,178			23,851			61,106					88,135
Leased vehicle expenses							17,864					17,864
Provision for loan losses				47,129			3,812					50,941
Interest expense	15,853			69,023			146,817		(175,398		)	56,295
	19,031			140,003			229,599		(175,398		)	213,235
Income before income taxes	107,940			89,939			227,884		(248,317		)	177,446
Income tax (benefit) provision	(867		)	(13,985		)	83,491					68,639
Net income	$	108,807		$	103,924		$	144,393	$	(248,317	)	$	108,807
Comprehensive income	$	91,989		$	103,924		$	121,520	$	(225,444	)	$	91,989

29

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2012

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	108,513		$	1,067,594				$	1,176,107
Leased vehicle income							199,699					199,699
Other income	$	32,923		151,821			205,163		$	(333,282	)	56,625
Equity in income of affiliates	389,490			467,364					(856,854		)
	422,413			727,698			1,472,456		(1,190,136		)	1,432,431
Costs and expenses
Operating expenses	11,692			67,513			216,725					295,930
Leased vehicle expenses							147,686					147,686
Provision for loan losses				171,545			17,051					188,596
Interest expense	45,475			134,539			354,865		(333,282		)	201,597
	57,167			373,597			736,327		(333,282		)	833,809
Income before income taxes	365,246			354,101			736,129		(856,854		)	598,622
Income tax (benefit) provision	(7,276		)	(34,088		)	267,464					226,100
Net income	$	372,522		$	388,189		$	468,665	$	(856,854	)	$	372,522
Comprehensive income	$	380,466		$	388,189		$	486,446	$	(874,635	)	$	380,466

30

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

Nine Months Ended September 30, 2011

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	68,251		$	838,796				$	907,047
Leased vehicle income							60,831					60,831
Other income	$	40,346		232,652			417,276		$	(642,419	)	47,855
Equity in income of affiliates	295,761			364,974					(660,735		)
	336,107			665,877			1,316,903		(1,303,154		)	1,015,733
Costs and expenses
Operating expenses	14,511			66,383			169,026					249,920
Leased vehicle expenses							39,446					39,446
Provision for loan losses				113,051			21,884					134,935
Interest expense	45,478			247,432			489,238		(642,419		)	139,729
	59,989			426,866			719,594		(642,419		)	564,030
Income before income taxes	276,118			239,011			597,309		(660,735		)	451,703
Income tax (benefit) provision	(5,745		)	(44,483		)	220,068					169,840
Net income	$	281,863		$	283,494		$	377,241	$	(660,735	)	$	281,863
Comprehensive income	$	266,322		$	283,494		$	303,585	$	(587,079	)	$	266,322

31

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2012

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	372,522		$	388,189		$	468,665		$	(856,854	)	$	372,522
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,838			1,292			175,314						178,444
Accretion and amortization of loan and leasing fees				143			(37,778		)				(37,635		)
Amortization of carrying value adjustment				201			(2,276		)				(2,075		)
Amortization of purchase accounting premium							(26,068		)				(26,068		)
Provision for loan losses				171,545			17,051						188,596
Deferred income taxes	(4,188		)	39,461			(69,275		)				(34,002		)
Stock-based compensation expense	3,141												3,141
Other				1,703			(10,775		)				(9,072		)
Equity in income of affiliates	(389,490		)	(467,364		)				856,854
Changes in assets and liabilities:
Other assets	240			(3,589		)	(1,050		)				(4,399		)
Accounts payable and accrued expenses	(94		)	34,447			13,806						48,159
Taxes payable	4,755			189			1,041						5,985
Intercompany taxes payable	247,750												247,750
Net cash provided by operating activities	236,474			166,217			528,655						931,346
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(4,353,965		)	(4,115,913		)	4,115,913			(4,353,965		)
Principal collections and recoveries on consumer finance receivables				(133		)	3,049,666						3,049,533
Fundings of commercial finance receivables, net				(581,499		)							(581,499		)
Collections of commercial finance receivables				299,731									299,731
Proceeds from sale of consumer finance receivables, net				4,115,913						(4,115,913		)
Purchases of leased vehicles, net							(857,433		)				(857,433		)
Proceeds from termination of leased vehicles							32,607						32,607
Purchases of property and equipment				(1,665		)	(9,246		)				(10,911		)
Change in restricted cash - securitization notes payable							200,554						200,554
Change in restricted cash - credit facilities							18,956						18,956
Change in other assets	(21,820		)	29,090			(1,127		)				6,143
Net change in investment in affiliates				2,176,310						(2,176,310		)
Net cash (used) provided by investing activities	(21,820		)	1,683,782			(1,681,936		)	(2,176,310		)	(2,196,284		)
Cash flows from financing activities:
Borrowings on credit facilities							1,199,707						1,199,707
Payments on credit facilities							(1,752,095		)				(1,752,095		)
Issuance of securitization notes payable							5,400,000						5,400,000
Payments on securitization notes payable							(3,306,678		)				(3,306,678		)
Issuance of senior notes	1,000,000												1,000,000
Debt issuance costs	(12,172		)				(31,375		)				(43,547		)
Retirement of debt	(505		)										(505		)
Net capital contribution to subsidiaries							(2,186,423		)	2,186,423
Net change in due (to) from affiliates	(1,201,977		)	(608,502		)	1,810,565			(86		)
Net cash (used) provided by financing activities	(214,654		)	(608,502		)	1,133,701			2,186,337			2,496,882
Net increase (decrease) in cash and cash equivalents				1,241,497			(19,580		)	10,027			1,231,944
Effect of Canadian exchange rate changes on cash and cash equivalents							11,767			(10,027		)	1,740
Cash and cash equivalents at beginning of period				500,556			71,741						572,297
Cash and cash equivalents at end of period	$			$	1,742,053		$	63,928		$			$	1,805,981

32

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

Nine Months Ended September 30, 2011

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	281,863		$	283,494		$	377,241		$	(660,735	)	$	281,863
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,277			1,316			65,804						72,397
Accretion and amortization of loan and leasing fees				(917		)	(13,993		)				(14,910		)
Amortization of carrying value adjustment				9,152			134,623						143,775
Amortization of purchase accounting premium	(183		)				(57,515		)				(57,698		)
Provision for loan losses				113,051			21,884						134,935
Deferred income taxes	103,435			(8,383		)	(53,893		)				41,159
Stock-based compensation expense	9,585												9,585
Other	1,436			12,273			(36,857		)				(23,148		)
Equity in income of affiliates	(295,761		)	(364,974		)				660,735
Changes in assets and liabilities:
Other assets	4,572			(2,436		)	25,607						27,743
Accounts payable and accrued expenses	(26,034		)	29,002			(3,468		)				(500		)
Taxes payable	(79,315		)	5,086			(5,289		)				(79,518		)
Intercompany taxes payable	203,155												203,155
Net cash provided by operating activities	208,030			76,664			454,144						738,838
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(3,793,696		)	(3,244,815		)	3,244,815			(3,793,696		)
Principal collections and recoveries on consumer finance receivables				854			2,815,753						2,816,607
Proceeds from sale of consumer finance receivables, net				3,244,815						(3,244,815		)
Purchases of leased vehicles, net							(584,726		)				(584,726		)
Proceeds from termination of leased vehicles							32,017						32,017
Sales (purchases) of property and equipment	1,924			(2,288		)	(5,494		)				(5,858		)
Acquisition of FinanciaLinx							(9,601		)				(9,601		)
FinanciaLinx cash on hand at acquisition							9,283						9,283
Change in restricted cash - securitization notes payable							(3,114		)				(3,114		)
Change in restricted cash - credit facilities							6,359						6,359
Change in other assets				(2,840		)	(21,381		)				(24,221		)
Net change in investment in affiliates	33			167,819						(167,852		)
Net cash provided (used) by investing activities	1,957			(385,336		)	(1,005,719		)	(167,852		)	(1,556,950		)
Cash flows from financing activities:
Borrowings on credit facilities							2,717,534						2,717,534
Payments on credit facilities							(2,991,574		)				(2,991,574		)
Issuance of securitization notes payable							3,650,000						3,650,000
Payments on securitization notes payable							(2,821,473		)				(2,821,473		)
Issuance of senior notes	500,000												500,000
Debt issuance costs	(7,622		)				(37,346		)				(44,968		)
Retirement of debt	(75,164		)										(75,164		)
Net capital contribution to subsidiaries							16,625			(16,625		)
Net change in due (to) from affiliates	(611,684		)	386,422			62,024			163,238
Net cash (used) provided by financing activities	(194,470		)	386,422			595,790			146,613			934,355
Net increase in cash and cash equivalents	15,517			77,750			44,215			(21,239		)	116,243
Effect of Canadian exchange rate changes on cash and cash equivalents	(15,517		)				(9,304		)	21,239			(3,582		)
Cash and cash equivalents at beginning of period				185,004			9,550						194,554
Cash and cash equivalents at end of period	$			$	262,754		$	44,461		$			$	307,215

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

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 were acquired by General Motors Company ("GM") on October 1, 2010. In December 2010, we began offering a lease product through GM franchised dealerships, and in April 2012, we launched a commercial lending platform to further support our GM dealer relationships. We generate revenue and cash flows primarily through the purchase, retention, subsequent securitization and servicing of finance contracts and origination and retention of lease contracts. As used herein, "loans" include auto finance receivables originated by dealers and purchased by us. To fund the acquisition of finance and lease contracts prior to securitization, we use available cash and borrowings under our credit facilities. We earn finance charge and other income on the finance and lease contracts 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 the 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.

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.

Commercial Lending

Overview

In April 2012, we launched our commercial lending platform to further support our GM dealer relationships. Our commercial lending offerings consist of:

• Floorplan financing - loans to primarily GM-franchised dealers and their affiliates to finance the purchase of vehicle inventory, also known as wholesale or inventory financing.

• Dealer loans - loans to dealers to finance improvements to dealership facilities, to provide working capital, and to purchase and/or finance dealership real estate.

In support of the underwriting and risk monitoring process with respect to these loans, each dealer is assigned a risk rating based on various factors, including, but not limited to, capital sufficiency, operating performance, financial outlook, and credit and payment history, if available. The risk rating may affect the pricing and guides the management of the account. We monitor the level of borrowing under each dealer's account daily. When a dealer's outstanding balance exceeds the availability on any given credit line with that dealer, we may reallocate balances across existing lines, temporarily suspend the granting of additional credit, increase the dealer's credit line, either temporarily or for an extended period of time, or take other actions following an evaluation and analysis of the dealer's financial condition and the cause of the excess or overline. Under the terms of the credit agreement with the dealer, we may demand payment of interest and principal on wholesale credit lines at any time.

34

Floorplan Financing

We support the financing of new and used vehicle inventory purchases by primarily GM-franchised dealers and their affiliates before sale or lease to the retail customer. These loans are included in finance receivables in our financial statements. Financing is provided through lines of credit extended to individual dealers. In general, each floorplan line is secured by all financed vehicles and by other dealership assets and typically the continuing personal guarantee of the dealership's ownership. Additionally, to minimize our risk, under certain circumstances, such as dealer default, manufacturers are bound by a repurchase obligation that requires them to repurchase the new vehicle inventory according to applicable manufacturer or State parameters. The amount we advance to dealers for new vehicles purchased through the manufacturer is equal to 100% of the wholesale invoice price of new vehicles, which includes destination and other miscellaneous charges, and a price rebate, known as a holdback, from the manufacturer to the dealer in varying amounts stated as a percentage of the invoice price. We advance the loan proceeds directly to the manufacturer. To support the dealers' used car inventory needs, we advance funds to the dealer or auction to purchase used vehicles for inventory based on the appropriate wholesale book value for the region in where the dealer is located. Unless we terminate the credit line or the dealer defaults, we generally require payment of the principal amount financed for a vehicle upon its sale or lease by the dealer to the retail customer. Upon the sale of the collateral, the dealer must repay the advance on the sold vehicle according to the repayment terms. Typically the dealer has two to ten business days to repay an advance on a sold vehicle, depending on the timing of the receipt of the sale proceeds. These repayment terms can vary based on the risk rating. We periodically inspect and verify that the financed vehicles are on the dealership lot and available for sale. The timing of the verifications varies, and no advance notice is given to the dealer. Among other things, verifications are intended to determine dealer compliance with the master loan agreement as to repayment terms and to determine the status of our collateral.

Floorplan lending is structured to yield interest at a floating rate indexed to the prime rate. The rate for a particular dealer is based on, among other things, the dealer's credit worthiness, the amount of the credit line, the risk rating and whether or not the dealer is in default. Interest on floorplan loans is generally payable monthly.

Dealer Loans

We make loans to dealers to finance improvements to dealership facilities, to provide working capital and to purchase and finance dealership real estate.  These loans are included in finance receivables in our financial statements.  These loans are typically secured by mortgages or deeds of trust on dealership land and buildings, a priority security interest in other dealership assets and typically the continuing personal guarantees from the owners of the dealerships and/or the real estate. Dealer loans are structured to yield interest at fixed or floating rates. Floating rate loans are generally indexed to the prime rate. Interest on dealer loans is generally payable monthly.

Possible Acquisition of Ally Financial Inc.'s International Operations

We submitted a bid to acquire certain international operations of Ally Financial during the three months ended September 30, 2012, There is no assurance that we will be successful in acquiring any of Ally Financial’s international operations. However, if we are successful in completing a transaction, it will expand our operations materially in international markets. Such expansion could have significant impact on our business, results of operations, liquidity and financial condition. If we are the successful bidder, our consolidated assets could potentially more than double, and we could incur substantial amounts of indebtedness, including secured debt. Depending on the scale of operations we may acquire and the amount of equity that we invest in such a transaction or transactions, our consolidated debt and other liabilities could also potentially more than double.

GM Revolver

GM is in the final stages of negotiations with financial institutions regarding the refinancing of its current $5 billion secured revolving credit facility, which would raise the borrowing capacity to approximately $10 billion. There is no assurance that GM will reach a final agreement on this facility. It is expected that we will be a borrower under the refinanced facility, subject to certain sub-limits. We nor any of our subsidiaries will provide a guarantee under the facility.

35

RESULTS OF OPERATIONS

Three Months Ended September 30, 2012 as compared to

Three Months Ended September 30, 2011

Finance Receivables:

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

	Three Months Ended
	September 30,
	2012			2011
Pre-acquisition consumer finance receivables - carrying value, beginning of period	$	2,812,205		$	5,471,957
Post-acquisition consumer finance receivables, beginning of period	7,340,242			3,222,584
	10,152,447			8,694,541
Loans purchased	1,477,860			1,358,115
Charge-offs	(82,255		)	(20,246		)
Principal collections and other	(916,794		)	(875,993		)
Change in carrying value adjustment on pre-acquisition consumer finance receivables	(26,269		)	(87,125		)
Balance at end of period	$	10,604,989		$	9,069,292

The average new loan size increased to $21,482 for the three months ended September 30, 2012, from $21,313 for the three months ended September 30, 2011, resulting from an increase in new car loans financed under the GM subvention program which typically have higher financed amounts. The average annual percentage rate for finance receivables purchased during the three months ended September 30, 2012, decreased to 13.9% from 14.4% during the three months ended September 30, 2011 as a result of an increase in new car loans financed under the GM subvention program which typically have lower average annual percentage rates.

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

	Three Months Ended
	September 30, 2012
Balance at beginning of period	$	127,560
Loans funded	410,344
Principal collections and other	(253,491		)
Balance at end of period	$	284,413

Leased Vehicles:

A summary of our leased vehicles is as follows (in thousands):

	Three Months Ended
	September 30,
	2012			2011
Balance at beginning of period	$	1,526,609		$	468,540
Leased vehicles purchased	299,287			188,706
Leased vehicles returned - end of term	(17,178		)	(8,928		)
Leased vehicles returned - default	(1,605		)	(196		)
Manufacturer incentives	(42,496		)	(19,303		)
Foreign currency translation adjustment	20,952			(15,451		)
Balance at end of period	$	1,785,569		$	613,368

36

Average Earning Assets:

Average earning assets were as follows (in thousands):

	Three Months Ended
	September 30,
	2012		2011
Average consumer finance receivables	$	10,657,242	$	9,276,098
Average commercial finance receivables	222,039
Average finance receivables	10,879,281		9,276,098
Average leased vehicles, net	1,482,640		501,767
Average earning assets	$	12,361,921	$	9,777,865

Revenue:

Finance charge income increased by 19.2% to $415.1 million for the three months ended September 30, 2012, from $348.3 million for the three months ended September 30, 2011, primarily due to the 14.9% increase in average consumer finance receivables combined with an increased yield on the pre-acquisition portfolio due to the transfer of excess cash flows from non-accretable discount to accretable yield. The effective yield on our consumer finance receivables increased to 15.5% for the three months ended September 30, 2012, from 14.9% for the three months ended September 30, 2011. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average consumer finance receivables.

Leased vehicle income increased by 197.4% to $80.6 million for the three months ended September 30, 2012 from $27.1 million for the three months ended September 30, 2011, due to the increased size of the leased asset portfolio.

Other income consists of the following (in thousands):

	Three Months Ended
	September 30,
	2012		2011
Commercial lending income	$	2,265
Investment income	686		$	327
Late fees, commission income and other income	15,924		14,973
	$	18,875	$	15,300

Costs and Expenses:

Operating Expenses

Operating expenses increased by 19.5% to $105.3 million for the three months ended September 30, 2012, from $88.1 million for the three months ended September 30, 2011. 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. Due to increased headcount, our personnel costs increased by $8.7 million for the three months ended September 30, 2012 compared to the three months ended September 30, 2011 and represented 70.6% and 74.4% of total operating expenses for the three months ended September 30, 2012 and 2011, respectively.

Operating expenses as an annualized percentage of average earning assets decreased to 3.4% from 3.6% for the three months ended September 30, 2012 and 2011, respectively, due to efficiency gains resulting from the increase in average earning assets.

Leased Vehicle Expenses

Leased vehicle expenses increased by 213.6% to $56.0 million for the three months ended September 30, 2012, from $17.9 million for the three months ended September 30, 2011 due to the increased size of the leased asset portfolio. Our leased vehicle expenses are predominately related to depreciation of leased assets.

Provision for Loan losses

Provisions for loan losses are charged to operations to bring our allowance for loan losses to a level which management

37

considers adequate to absorb probable credit losses inherent in the portfolio of post-acquisition consumer finance receivables. The provision for loan losses recorded for the three months ended September 30, 2012 and 2011 reflects inherent losses on receivables originated during the period and changes in the amount of inherent losses on post-acquisition receivables originated in prior periods. The provision for loan losses increased to $78.2 million for the three months ended September 30, 2012 from $50.9 million for the three months ended September 30, 2011, as a result of the increase in the size of the consumer finance receivables portfolio. As an annualized percentage of average post-acquisition consumer finance receivables, the provision for loan losses was 4.0% and 5.3% for the three months ended September 30, 2012 and 2011, respectively.

Interest Expense

Interest expense increased to $74.3 million for the three months ended September 30, 2012, from $56.3 million for the three months ended September 30, 2011. Interest expense was reduced by $7.0 million and $12.9 million for amortization of the purchase accounting premium for the three months ended September 30, 2012 and 2011, respectively. Average debt outstanding was $9.8 billion and $7.7 billion for the three months ended September 30, 2012 and 2011, respectively. Our effective rate of interest on our debt increased to 3.0% for the three months ended September 30, 2012 compared to 2.9% for the three months ended September 30, 2011.

Taxes

Our effective income tax rate was 38.2% and 38.7% for the three months ended September 30, 2012 and 2011, respectively.

Other Comprehensive Income (Loss):

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

	Three Months Ended
	September 30,
	2012			2011
Unrealized gains (losses) on cash flow hedges	$	39		$	(185	)
Foreign currency translation adjustment	10,109			(16,701		)
Income tax (provision) benefit	(14		)	68
	$	10,134		$	(16,818	)

Cash Flow Hedges

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

	Three Months Ended
	September 30,
	2012			2011
Unrealized losses related to changes in fair value	$	(11	)	$	(1,078	)
Reclassification of unrealized losses into earnings	50			893
	$	39		$	(185	)

Unrealized losses related to changes in fair value for the three months ended September 30, 2012 and 2011 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 (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.

Foreign Currency Translation Adjustment

Foreign currency translation adjustment gains (losses) of $10.1 million for the three months ended September 30, 2012 and $(16.7) million for the three months ended September 30, 2011, were included in other comprehensive income (loss). The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the three months ended September 30, 2012 and 2011, respectively.

38

Nine Months Ended September 30, 2012 as compared to

Nine Months Ended September 30, 2011

Finance Receivables:

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

	Nine Months Ended
	September 30,
	2012			2011
Pre-acquisition consumer finance receivables - carrying value, beginning of period	$	4,027,361		$	7,299,963
Post-acquisition consumer finance receivables, beginning of period	5,313,899			923,713
	9,341,260			8,223,676
Loans purchased	4,363,019			3,845,258
Charge-offs	(186,054		)	(28,793		)
Principal collections and other	(2,768,273		)	(2,588,178		)
Change in carrying value adjustment on pre-acquisition consumer finance receivables	(144,963		)	(382,671		)
Balance at end of period	$	10,604,989		$	9,069,292

The average new loan size increased to $21,259 for the nine months ended September 30, 2012, from $20,493 for the nine months ended September 30, 2011, resulting from an increase in new car loans financed under the GM subvention program which typically have higher financed amounts. The average annual percentage rate for finance receivables purchased during the nine months ended September 30, 2012, decreased to 14.2% from 14.7% during the nine months ended September 30, 2011 as a result of an increase in new car loans financed under the GM subvention program which typically have lower average annual percentage rates.

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

	Nine Months Ended
	September 30, 2012
Balance at beginning of period	$
Loans funded	584,140
Principal collections and other	(299,727		)
Balance at end of period	$	284,413

Leased Vehicles:

A summary of leased vehicles is as follows (in thousands):

	Nine Months Ended
	September 30,
	2012			2011
Balance at beginning of period	$	886,956		$	51,515
Leased vehicles purchased	1,077,446			688,137
Leased vehicles returned - end of term	(43,449		)	(22,575		)
Leased vehicles returned - default	(3,783		)	(578		)
Manufacturer incentives	(149,337		)	(87,680		)
Foreign currency translation adjustment	17,736			(15,451		)
Balance at end of period	$	1,785,569		$	613,368

39

Average Earning Assets:

Average earning assets were as follows (in thousands):

	Nine Months Ended
	September 30,
	2012		2011
Average consumer finance receivables	$	10,240,740	$	8,958,549
Average commercial finance receivables	98,428
Average finance receivables	10,339,168		8,958,549
Average leased vehicles, net	1,226,636		305,442
Average earning assets	$	11,565,804	$	9,263,991

Revenue:

Finance charge income increased by 29.7% to $1,176.1 million for the nine months ended September 30, 2012, from $907.0 million for the nine months ended September 30, 2011, primarily due to the14.3% increase in average consumer finance receivables combined with an increased yield on the pre-acquisition portfolio due to the transfer of excess cash flows from non-accretable discount to accretable yield. The effective yield on our consumer finance receivables increased to 15.3% for the nine months ended September 30, 2012, from 13.5% for the nine months ended September 30, 2011. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average consumer finance receivables.

Leased vehicle income increased by 228.3% to $199.7 million for the nine months ended September 30, 2012 from $60.8 million for the nine months ended September 30, 2011, due to the increased size of the leased asset portfolio.

Other income consists of the following (in thousands):

	Nine Months Ended
	September 30,
	2012		2011
Commercial lending income	$	2,795
Investment income	1,779		$	1,191
Late fees, commission income and other income	52,051		46,664
	$	56,625	$	47,855

Costs and Expenses:

Operating Expenses

Operating expenses increased by 18.4% to $295.9 million for the nine months ended September 30, 2012, from $249.9 million for the nine months ended September 30, 2011. 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. Due to increased headcount, our personnel costs increased by $32.0 million for the nine months ended September 30, 2012 compared to the nine months ended September 30, 2011 and represented 73.8% and 74.6% of total operating expenses for the nine months ended September 30, 2012 and 2011, respectively.

Operating expenses as an annualized percentage of average earning assets were 3.4% and 3.6% for the nine months ended September 30, 2012 and 2011, respectively, due to efficiency gains from the increase in average earning assets.

Leased Vehicle Expenses

Lease vehicle expenses increased by 274.4% to $147.7 million for the nine months ended September 30, 2012 from $39.4 million for the nine months ended September 30, 2011 due to the increased size of the leased asset portfolio. Our leased vehicle expenses are predominately related to depreciation of leased assets.

Provision for Loan losses

Provisions for loan losses are charged to operations to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of post-acquisition consumer finance receivables. The provision for loan losses recorded for the nine months ended September 30, 2012 and 2011 reflects inherent losses on receivables originated during the period and changes in the amount of inherent losses on post-acquisition receivables originated

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in prior periods. The provision for loan losses increased to $188.6 million for the nine months ended September 30, 2012 from $134.9 million for the nine months ended September 30, 2011, as a result of the increase in the size of the consumer finance receivables portfolio. As an annualized percentage of average post-acquisition consumer finance receivables, the provision for loan losses was 3.7% and 6.9% for the nine months ended September 30, 2012 and 2011, respectively.

Interest Expense

Interest expense increased to $201.6 million for the nine months ended September 30, 2012, from $139.7 million for the nine months ended September 30, 2011. Interest expense was reduced by $25.9 million and $57.1 million for amortization of the purchase accounting premium for the nine months ended September 30, 2012 and 2011, respectively. Average debt outstanding was $9.1 billion and $7.5 billion for the nine months ended September 30, 2012 and 2011, respectively. Our effective rate of interest on our debt increased to 3.0% for the nine months ended September 30, 2012 compared to 2.5% for the nine months ended September 30, 2011, respectively. The effective rate increased as a result of the 6.75% senior notes issued in June 2011 and the decreasing impact of the amortization of the purchase accounting premium.

Taxes

Our effective income tax rate was 37.8% and 37.6% for the nine months ended September 30, 2012 and 2011, respectively.

Other Comprehensive Income (Loss):

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

	Nine Months Ended
	September 30,
	2012			2011
Unrealized losses on cash flow hedges	$	(2,481	)	$	(38	)
Foreign currency translation adjustment	9,515			(15,517		)
Income tax benefit	910			14
	$	7,944		$	(15,541	)

Cash Flow Hedges

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

	Nine Months Ended
	September 30,
	2012			2011
Unrealized losses related to changes in fair value	$	(66	)	$	(1,930	)
Reclassification of unrealized (gains) losses into earnings	(2,415		)	1,892
	$	(2,481	)	$	(38	)

Unrealized losses related to changes in fair value for the nine months ended September 30, 2012 and 2011 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.

Foreign Currency Translation Adjustment

Foreign currency translation adjustment gains (losses) of $9.5 million and $(15.5) million for the nine months ended September 30, 2012 and 2011, respectively, were included in other comprehensive income (loss). The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the nine months ended September 30, 2012 and 2011, respectively.

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CREDIT QUALITY

Consumer Finance Receivables

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

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

	September 30, 2012			December 31, 2011
Pre-acquisition consumer finance receivables - outstanding balance	$	2,597,182		$	4,366,075
Pre-acquisition consumer finance receivables - carrying value	2,349,536			4,027,361
Post-acquisition consumer finance receivables, net of fees	8,255,453			5,313,899
Less: allowance for loan losses	(291,049		)	(178,768		)
Total consumer finance receivables, net	$	10,313,940		$	9,162,492
Number of outstanding contracts	743,638			727,684
Average amount of outstanding contract (in dollars)(a)	$	14,594		$	13,302
Allowance for loan losses as a percentage of post-acquisition consumer finance receivables	3.5		%	3.4		%

_________________ 

(a) Average amount of outstanding contract consists of pre-acquisition consumer finance receivables - outstanding balance and post-acquisition consumer finance receivables, net of fees, divided by number of outstanding contracts.

Delinquency

The following is a summary of consumer finance receivables (based upon contractual amount due, which is not materially different than recorded investment) that are (i) more than 30 days delinquent, but not yet in repossession, and (ii) in repossession, but not yet charged-off (dollars in thousands):

	September 30, 2012				September 30, 2011
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
Delinquent contracts:
31 to 60 days	$	561,437	5.2	%	$	441,069	4.7	%
Greater-than-60 days	204,029		1.9		164,357		1.7
	765,466		7.1		605,426		6.4
In repossession	37,467		0.3		34,230		0.4
	$	802,933	7.4	%	$	639,656	6.8	%

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.

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 consumer finance portfolio receive a deferral at some point in the life of the account.

An account for which all delinquent payments are deferred or paid in a deferment transaction 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.

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Contracts receiving a payment deferral as an average quarterly percentage of average consumer finance receivables outstanding were 5.7% and 5.4% for the three months ended September 30, 2012 and 2011 and 5.4% and 5.2% for the nine months ended September 30, 2012 and 2011, respectively.

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

	September 30, 2012		December 31, 2011
Never deferred	79.1	%	78.1	%
Deferred:
1-2 times	16.4		15.3
3-4 times	4.5		6.5
Greater than 4 times			0.1
Total deferred	20.9		21.9
Total	100.0	%	100.0	%

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

Changes in deferment levels do not have a direct impact on the ultimate amount of finance receivables charged-off by us. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged-off, historical charge-off ratios, loss confirmation periods and cash flow forecasts for loans classified as TDRs 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 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.

Troubled Debt Restructurings

The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance as of September 30, 2012 is shown below (in thousands):

	September 30, 2012
Outstanding recorded investment	$	127,633
Less: allowance for loan losses	(21,981		)
Outstanding recorded investment, net of allowance	$	105,652
Unpaid principal balance	$	130,001

At December 31, 2011, the amount of consumer finance receivables in the post-acquisition portfolio that would be considered TDRs was insignificant.

Additional information about loans classified as TDRs is shown below (in thousands):

	Three Months Ended		Nine Months Ended
	September 30, 2012
Average recorded investment	$	91,462	$	69,888
Interest income recognized	3,275		4,453

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The following table provides information on loans that became classified as TDRs (dollars in thousands):

	Three Months Ended			Nine Months Ended
	September 30, 2012
	Number of Accounts	Amount		Number of Accounts	Amount
Outstanding recorded investment	4,148	$	77,323	6,857	$	129,272

A redefault is when an account meets the requirements for evaluation under our charge-off policy (Refer to Note 1 - "Summary of Significant Accounting Policies" to the Consolidated Financial Statements in our 2011 Annual Report on Form 10-K for additional information). The following table presents the unpaid principal balance, net of recoveries, of loans that redefaulted during the reporting period and were within 12 months or less of being modified as a troubled debt restructuring (in thousands):

	Three Months Ended		Nine Months Ended
	September 30, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	927	$	1,146

Credit Losses - non-GAAP measure

We analyze portfolio performance of both the pre-acquisition and post-acquisition portfolios on a combined basis. This information allows us and investors the ability to analyze credit loss trends in the combined portfolio. Additionally, credit losses, on a combined basis, facilitates comparisons of current and historical results.

The following is a reconciliation of charge-offs on the post-acquisition portfolio to credit losses on the combined portfolio (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2012		2011		2012		2011
Charge-offs	$	82,255	$	20,246	$	186,054	$	28,793
Adjustments to reflect write-offs of the contractual amounts on the pre-acquisition portfolio	67,267		133,084		236,031		437,984
Total credit losses on the combined portfolio(a)	$	149,522	$	153,330	$	422,085	$	466,777

_________________ 

(a) Total credit losses is comprised of the sum of repossession credit losses and mandatory credit losses.

The following table presents credit loss data (which includes charge-offs on the post-acquisition portfolio and write-offs of contractual amounts on the pre-acquisition portfolio) with respect to our consumer finance receivables portfolio (dollars in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2012			2011			2012			2011
Repossession credit losses	$	139,342		$	150,723		$	417,647		$	475,944
Less: Recoveries	(82,476		)	(83,373		)	(256,776		)	(257,724		)
Mandatory credit losses(a)	10,180			2,607			4,438			(9,167		)
Net credit losses	$	67,046		$	69,957		$	165,309		$	209,053
Net annualized credit losses as a percentage of average consumer finance receivables(b):	2.5		%	3.0		%	2.2		%	3.1		%
Recoveries as a percentage of gross repossession credit losses:	59.2		%	55.3		%	61.5		%	54.2		%

_________________ 

(a) Mandatory credit losses represent accounts 120 days delinquent in the post-acquisition portfolio 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 consumer finance receivables in repossession to the net realizable value of the repossessed vehicle when the repossessed vehicle is legally available for sale.

(b) Average consumer finance receivables are defined as the average daily receivable balance excluding the carrying value adjustment.

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While the accounting related to charge-offs has been impacted by the application of purchase accounting related to our acquisition by GM, the dollar amount and percentage of net credit losses is comparable between the pre-acquisition and the post-acquisition portfolios. Net credit losses as a percentage of average consumer finance receivables outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic conditions. Net credit losses 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.

Commercial Finance Receivables

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

	September 30, 2012
Commercial finance receivables, net of fees	$	284,413
Less: allowance for loan losses
Total commercial finance receivables, net	$	284,413
Number of dealers	52
Average carrying amount per dealer	$	5,469

All commercial finance receivables were current with respect to payment status.

Commercial receivables classified as TDRs are assessed for impairment and included in our allowance for credit losses based on the present value of the expected future cash flows of the receivable discounted at the loan's original effective interest rate. For receivables where foreclosure is probable, the fair value of the collateral is used to estimate the specific impairment. At September 30, 2012, there were no outstanding commercial receivables classified as TDRs.

There were no charge-offs of commercial finance receivables during the three and nine months ended September 30, 2012.

Leased Vehicles

We primarily provide funding for leased vehicles to prime quality customers, and, therefore, anticipate a corresponding low level of delinquencies and charge-offs. At September 30, 2012, 99.4% of our leases were current with respect to payment status. Leased vehicles returned - default was $1.6 million and $0.2 million for the three months ended September 30, 2012 and 2011 and $3.8 million and $0.6 million for the nine months ended September 30, 2012 and 2011, respectively.

LIQUIDITY AND CAPITAL RESOURCES

General

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

We used cash of $4.4 billion and $3.8 billion for the purchase of consumer finance receivables during the nine months ended September 30, 2012 and 2011, respectively. We used cash of $0.6 billion for the funding of commercial finance receivables during the nine months ended September 30, 2012. We used cash of $0.9 billion and $0.6 billion for the purchase of leased vehicles during the nine months ended September 30, 2012 and 2011. These purchases were funded initially utilizing cash and borrowings on our credit facilities. Our strategy is to subsequently obtain long-term financing for finance receivables and leased vehicles through securitization transactions.

Liquidity

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

	September 30, 2012		December 31, 2011
Cash and cash equivalents	$	1,805,981	$	572,297
Borrowing capacity on unpledged eligible assets	1,015,666		681,161
Borrowing capacity on GM revolving credit facility	300,000		300,000
	$	3,121,647	$	1,553,458

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The increase in liquidity is primarily due to the issuance of $1.0 billion of 4.75% senior notes in August 2012, improved credit performance on consumer finance receivables which leads to an increase in distributions from Trusts and the unwind of several older securitizations with high enhancement levels. Our current level of liquidity is considered sufficient to meet our obligations.

Credit Facilities

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

As of September 30, 2012, credit facilities consist of the following (in thousands):

Facility Type	Facility Amount		Advances Outstanding
Syndicated warehouse facility(a)	$	2,500,000
Lease warehouse facility – U.S.(b)	600,000
Lease warehouse facility – Canada(c)	813,049		$	374,496
GM revolving credit facility	300,000
Medium term note facility(d)			182,450
			$	556,946

_________________ 

(a) In May 2012, the facility was renewed and increased in size from $2.0 billion to $2.5 billion. In May 2013, 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 February 2020 when the remaining balance will be due and payable.

(b) In January 2013 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 leasing related assets pledged until July 2018 when any remaining amount outstanding will be due and payable.

(c) In July 2012, the facility was renewed and increased in size from C$600.0 million to C$800.0 million. In July 2013, 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 leasing related assets pledged until January 2019 when any remaining amount outstanding will be due and payable. This facility amount represents C$800.0 million, and advances outstanding of C$368.5 million at September 30, 2012.

(d) In October 2012, the facility was paid in full and subsequently terminated.

The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse facility and lease warehouse facility – Canada during the nine months ended September 30, 2012 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.44	%	$	107,832	$	429,839
Lease warehouse facility – Canada(a)	2.72	%	276,468		374,496

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$272.0 million and C$368.5 million, respectively.

There were no borrowings or repayments on the lease warehouse facility – U.S. or the GM revolving credit facility during the nine months ended September 30, 2012.

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The following table presents the average amount outstanding, the weighted average interest rate and maximum amount outstanding on the syndicated warehouse facility, lease warehouse facility – U.S. and lease warehouse facility – Canada during the nine months ended September 30, 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.58	%	$	350,450	$	826,859
Lease warehouse facility – U.S.	1.60	%	32,125		182,749
Lease warehouse facility – Canada(a)	2.99	%	5,846		72,539

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$6.1 million and C$75.6 million, respectively.

There were $200.0 million in borrowings and repayments on the GM revolving credit facility during the nine months ended September 30, 2011.

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, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of September 30, 2012, we were in compliance with all covenants in our credit facilities.

Securitizations

We have completed over 80 securitization transactions through September 30, 2012. 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):

Year of Transaction	Maturity Date (a)			Original Note Amounts					Note Balance At September 30, 2012
2008	October 2014	-	April 2015	$	500.0	-	$	750.0	$	104.8
2009	January 2016	-	July 2017	227.5		-	725.0		188.4
2010	July 2017	-	April 2018	200.0		-	850.0		1,234.8
2011	July 2018	-	March 2019	800.0		-	1,000.0		2,797.7
2012(b)	June 2019	-	February 2020	800.0		-	1,300.0		4,662.8
Total active securitizations									8,988.5
Purchase accounting premium									16.7
									$	9,005.2

_________________ 

(a) Maturity dates represent 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.

(b) Includes private sale of asset-backed securities.

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

At the time of securitization of finance receivables, we are required to pledge assets equal to a specified percentage of the securitization pool to support the securitization transaction. Typically, the assets pledged consist of cash deposited to a

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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 second half of 2008, we have primarily utilized senior subordinated securitization structures which involve the public and private sale of subordinated asset-backed securities to provide credit enhancement for the senior, or highest rated, asset-backed securities. In September 2012, we closed a $1.3 billion senior subordinated securitization transaction, AmeriCredit Automobile Receivables Trust ("AMCAR") 2012-4, that has initial cash deposit and overcollateralization requirements of 7.25% 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 interest rates we consider acceptable.

The second type of securitization structure that we last utilized in August 2010 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 insurer; however, credit enhancement requirements, including the insurer's 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 insurer 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. We do not anticipate utilizing this structure in the foreseeable future.

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

	Nine Months Ended September 30,
	2012		2011
Initial credit enhancement deposits:
Restricted cash	$	114,428	$	77,454
Overcollateralization	321,379		222,703
Net distributions from Trusts	1,183,034		636,903

The agreements with the insurer 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 provider 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 provider 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 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 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 provider elect to declare an event of default, the insurance provider 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 indentures. As of September 30, 2012, no such servicing right termination events have occurred with respect to any of the Trusts formed by us.

Recent Accounting Pronouncements

In May 2011, ASU ("2011-04"), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, was issued effective for interim and annual periods beginning on or after December 15, 2011. The

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adoption of 2011-04 gives fair value the same meaning between GAAP and International Financial Reporting Standards ("IFRSs"), and improves consistency of disclosures relating to fair value. We adopted this ASU effective January 1, 2012, and the adoption did not have an impact on our consolidated financial position, results of operations and cash flows.

In June 2011, ASU ("2011-05"), Comprehensive Income: Presentation of Comprehensive Income, was issued effective for interim and annual periods beginning after December 15, 2011, with early adoption permitted. 2011-05 amends current guidance on reporting comprehensive income and eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. In December 2011, 2011-12 was issued deferring the effective date for implementation of 2011-05 related only to reclassification out of accumulated other comprehensive income until a later date to be determined after further consideration by the FASB. We adopted this 2011-12 effective January 1, 2012, and the adoption did not have an impact on our consolidated financial position, results of operations and cash flows as we already present a statement of comprehensive income.

In December 2011, ASU ("2011-11"), Disclosures about Offsetting Assets and Liabilities, was issued effective for interim and annual periods beginning January 1, 2013. 2011-11 amends the disclosure requirements on offsetting in ASC Topic 210 by requiring enhanced disclosures about financial instruments and derivative instruments that are either (i) offset in accordance with existing guidance or (ii) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. 2011-11 is effective for us starting January 1, 2013 and the adoption will not have an impact on our consolidated financial position, results of operations and cash flows.

INTEREST RATE RISK

Fluctuations in market interest rates impact our credit facilities and securitization transactions. Our gross interest rate spread, which is the difference between interest and other income earned on our finance receivables and lease contracts 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 and leased assets.

Credit Facilities

Consumer finance receivables and leased assets purchased by us and pledged to secure borrowings under our credit facilities bear fixed interest rates or money factors. 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" or "strike" rate. The purchaser of the interest rate cap agreement bears no obligation or liability if interest rates fall below the "cap" or "strike" rate. As part of our interest rate risk management strategy and when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid by our special purpose finance subsidiary to purchase the interest rate cap agreement and thus retain the interest rate risk. The fair value of the interest rate cap agreement purchased by the special purpose finance subsidiary is included in other assets and the fair value of the interest rate cap agreement sold by us is included in interest rate swap and cap agreements 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 consumer finance receivables to Trusts.

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

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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 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 interest rate swap and cap agreements 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 income and comprehensive income.

We have entered into interest rate swap agreements to hedge the variability in interest payments on two 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 interest rate swap and cap agreements on the consolidated balance sheets. Interest rate swap agreements that are not designated as hedges are included in other assets on the consolidated balance sheets.

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

FORWARD LOOKING STATEMENTS

This report contains several “forward-looking statements.” Forward-looking statements are those that use words such as "believe," "expect," "anticipate," "intend," "plan," "may," "likely," "should," "estimate," "continue," "future" or other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are detailed from time to time in our filings and reports with the Securities and Exchange Commission (the "Commission") including our Annual Report on Form 10-K for the year ended December 31, 2011. 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;

• GM's ability to sell new vehicles in the United States and Canada that we finance;

• 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 loans and leases we originate;

• the prices at which used cars are sold in the wholesale auction markets;

• changes in business strategy, including acquisitions and expansion of product lines and credit risk appetite; and

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• 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.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because our funding strategy is dependent upon the issuance of interest-bearing securities and the incurrence of debt, fluctuations in interest rates impact our profitability. Therefore, we employ various hedging strategies to minimize the risk of interest rate fluctuations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Interest Rate Risk” for additional information regarding such market risks.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

The CEO and CFO, with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2012. Based on their evaluation, they have concluded that the disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There were no changes made in our internal control over financial reporting during the three months ended September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations Inherent in all Controls

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

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Part II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

There are no material updates to the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 1A. RISK FACTORS

The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial also may adversely affect our business, financial condition and/or operating results.

We may pursue strategic transactions which could be difficult to implement, disrupt our business or change our business profile significantly.

Any future strategic acquisition could involve numerous risks, including: (i) potential disruption of our ongoing business and distraction of management; (ii) difficulty integrating the acquired business; (iii) exposure to unknown, contingent or other liabilities, including litigation arising in connection with the acquisition; (iv) changing our business profile in ways that could have unintended negative consequences; (v) changing our leverage and balance sheet; (vi) the incurrence by us of substantial amounts of indebtedness; and (vii) the failure to achieve anticipated synergies.

If we enter into significant strategic transactions, the related accounting charges may affect our financial condition and results of operations, particularly in the case of an acquisition. The financing of any significant acquisition may result in changes in our capital structure, including the incurrence of additional indebtedness.

Item 6. EXHIBITS

31.1	Officers' Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002	Filed Herewith
32.1	Officers' Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002	Furnished with this Report
101.INS*	XBRL Instance Document	Furnished with this Report
101.SCH*	XBRL Taxonomy Extension Schema Document	Furnished with this Report
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished with this Report
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document	Furnished with this Report
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document	Furnished with this Report
101.PRE*	XBRL Taxonomy Presentation Linkbase Document	Furnished with this Report

__________

* Submitted electronically with this Report.

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SIGNATURE

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

			General Motors Financial Company, Inc.
			(Registrant)
Date:	October 31, 2012	By:	/S/    CHRIS A. CHOATE
			(Signature)
			Chris A. Choate
			Executive Vice President,
			Chief Financial Officer and Treasurer

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CERTIFICATIONS

Exhibit 31.1

I, Daniel E. Berce, certify that:

(1) I have reviewed the Quarterly Report on Form 10-Q of General Motors Financial Company, Inc. (the "Company") for the three months ended September 30, 2012 (this “report”);

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(4) The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: (i) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (ii) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (iii) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (iv) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

(5) The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company's auditors and to the Audit Committee of the Company's Board of Directors (or persons performing equivalent functions): (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Dated: October 31, 2012

 /s/ Daniel E. Berce

Daniel E. Berce

President and Chief Executive Officer

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I, Chris A. Choate, certify that:

(1) I have reviewed the Quarterly Report on Form 10-Q of General Motors Financial Company, Inc. (the "Company") for the three months ended September 30, 2012 (this “report”);

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(4) The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and we have: (i) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (ii) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (iii) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (iv) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

(5) The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company's auditors and to the Audit Committee of the Company's Board of Directors (or persons performing equivalent functions): (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Dated: October 31, 2012

 /s/ Chris A. Choate

Chris A. Choate

Executive Vice President, Chief

Financial Officer and Treasurer

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CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

I, Daniel E. Berce, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Quarterly Report on Form 10-Q of the Company for the three months ended September 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 31, 2012

 /s/ Daniel E. Berce

Daniel E. Berce

President and Chief Executive Officer

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CERTIFICATION OF PERIODIC REPORT PURSUANT TO SECTION 906

OF SARBANES-OXLEY ACT OF 2002

I, Chris A. Choate, do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) The Quarterly Report on Form 10-Q of the Company for the three months ended September 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 31, 2012

 /s/ Chris A. Choate

Chris A. Choate

Executive Vice President, Chief

Financial Officer and Treasurer

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