10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________ 

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2012

OR

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

For the transition period ________________ 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)

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

None

(Title of each class)

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

None

(Title of each class)

 ______________________________________________ 

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

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

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    ý   No    ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    ý    No    ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer" "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

    Large accelerated filer  o     Accelerated filer  o Non-accelerated filer  x 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 February 15, 2013, there were 500 shares of the registrant's common stock, par value $0.01 per share, outstanding. All of the registrant's common stock is owned by General Motors Holdings, LLC.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

The registrant meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this form on the reduced disclosure format.

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GENERAL MOTORS FINANCIAL COMPANY, INC.

INDEX TO FORM 10-K

Item No.		Page
	FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA	3
	PART I
1	BUSINESS	4
1A.	RISK FACTORS	15
2	PROPERTIES	21
3	LEGAL PROCEEDINGS	21
4	MINE SAFETY DISCLOSURE	21
	PART II
5	MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	22
6	SELECTED FINANCIAL DATA	22
7	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	48
8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	52
9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	105
9A.	CONTROLS AND PROCEDURES	105
	PART III
10	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	107
11	EXECUTIVE COMPENSATION	107
12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	107
13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	107
14	PRINCIPAL ACCOUNTING FEES AND SERVICES	107
	PART IV
15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	107
	SIGNATURES	109

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FORWARD-LOOKING STATEMENTS

This Form 10-K contains several "forward-looking statements." Forward-looking statements are those that use words such as "believe," "expect," "anticipate," "intend," "plan," "may," "likely," "should," "estimate," "continue," "future" and/or other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are detailed from time to time in our filings and reports with the Securities and Exchange Commission, including this Annual Report on Form 10-K ("Form 10-K") for the year ended December 31, 2012. 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:

• our ability to close the acquisition of some or all of Ally Financial Inc.'s ("Ally") international operations and integrate those operations into our business successfully;

•changes in general economic and business conditions;

•General Motors Company'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

•significant litigation.

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

INDUSTRY DATA

In this Form 10-K, we rely on and refer to information regarding the automobile finance industry from market research reports, analyst reports and other publicly available information.

AVAILABLE INFORMATION

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

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

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PART I

ITEM 1. BUSINESS

General Motors Merger

On October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 21, 2010, with General Motors Holdings LLC ("GM Holdings"), a Delaware limited liability company and a wholly-owned subsidiary of General Motors Company ("GM"), and Goalie Texas Holdco Inc., a Texas corporation and a direct wholly-owned subsidiary of GM Holdings ("Merger Sub"), GM Holdings completed its $3.5 billion acquisition of AmeriCredit Corp. via the merger of Merger Sub with and into AmeriCredit Corp. (the "Merger" or "acquisition"), with AmeriCredit Corp. continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. Following the Merger, our name was changed to General Motors Financial Company, Inc. ("GM Financial" or the "Company").

Purchase Accounting

The Merger has been accounted for under the purchase method of accounting, whereby the purchase price of the transaction was allocated to our identifiable assets acquired and liabilities assumed based upon their fair values. The estimates of the fair values recorded were determined based on the fair value measurement principles (see Note 12 – "Fair Values of Assets and Liabilities" to the consolidated financial statements included in this Form 10-K for additional information) and reflect significant assumptions and judgments. Material valuation inputs for our finance receivables included adjustments to monthly principal and finance charge cash flows for prepayments and credit loss expectations; servicing expenses; and discount rates developed based on the relative risk of the cash flows which considered loan type, market rates as of our valuation date, credit loss expectations and capital structure. Certain assumptions and judgments that were considered to be appropriate at the acquisition date may prove to be incorrect if market conditions change.

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

The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The goodwill amount was $1.1 billion.

Definitive Agreement to Acquire Certain Ally Financial International Operations

In November 2012, we entered into an agreement with Ally to acquire 100% of the outstanding equity interests of its automotive finance and financial services operations in Europe and Latin America and a separate agreement to acquire Ally’s non-controlling equity interests in GMAC-SAIC Automotive Finance Company Limited ("GMAC-SAIC"), which conducts automotive finance and other financial services in China. The combined consideration will be approximately $4.2 billion, in cash, subject to certain closing adjustments. The transactions are anticipated to be funded by an estimated $2 billion capital contribution from GM, our excess liquidity and incurrence of additional debt. These transactions will enable us to provide automotive finance and other financial services to customers in European, Latin American and Chinese markets. The transactions contemplated by the agreements are subject to satisfaction of certain closing conditions, including obtaining applicable regulatory approvals and third party consents and other customary closing conditions, and are expected to close in stages throughout 2013. If the entire acquisition is completed, our assets would increase to approximately $33 billion and our consolidated debt would increase to approximately $27 billion.

GM Revolving Credit Facility

In November 2012, GM entered into a three-year, $5.5 billion secured revolving credit facility that includes a GM Financial borrowing sub-limit of $4.0 billion ("GM Revolving Credit Facility"). We may borrow against this facility for strategic initiatives and for general corporate purposes. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our or our subsidiaries' assets secure this facility.

General

GM Financial, the wholly-owned captive finance subsidiary of GM, is a provider of automobile financing solutions with a portfolio of approximately $13.3 billion in auto loans and leases and commercial and dealer loans as of December 31, 2012. We have been operating in the automobile finance business since September 1992. Our strategic relationship with GM began in September 2009 and includes a subvention program pursuant to which GM provides its customers access to discounted financing on select new GM models by paying us cash in order to offer lower interest rates on the loans and leases we purchase from GM-franchised dealerships.

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We purchase auto finance contracts for new and used vehicles from GM and non-GM franchised and select independent automobile dealerships. We primarily offer auto financing to consumers who typically are unable to obtain financing from traditional sources such as banks and credit unions. We utilize a proprietary credit scoring system to differentiate credit applications and to statistically rank-order credit risk in terms of expected default rates, which enables us to evaluate credit applications for approval and tailor loan and lease pricing and structure. We service our loan and lease portfolios at regional centers using automated loan servicing and collection systems. Funding for our auto finance activities is primarily obtained through the utilization of our credit facilities and through securitization transactions.

We have historically maintained a significant share of the sub-prime auto finance market and have, in the past, participated in the prime sectors of the auto finance industry to a more limited extent. We source our business primarily through our relationships with automobile dealerships, which we maintain through our regional credit centers, marketing representatives (dealer relationship managers) and alliance relationships. We believe our growth and origination efforts are complemented by disciplined credit underwriting standards, risk-based pricing decisions and expense management.

As GM's captive finance subsidiary, our business strategy includes increasing the amount of GM new automobile sales by offering competitive financing programs, while at the same time continuing to remain a valuable financing source for loans for non-GM dealers. In addition to our GM-related loan origination efforts, we offer a full credit spectrum lease financing product for new GM vehicles exclusively to GM-franchised dealerships in the United States. Through the acquisition of an independent auto lease provider in Canada, in April 2011, we also offer lease financing for new GM vehicles in Canada. In April 2012, we expanded our business to include commercial lending for GM-franchised dealerships in the U.S. and, in 2013, we expect to expand our commercial lending business for GM-franchised dealers in Canada. Additionally, in August 2012, we expanded our Canadian business to include sub-prime consumer financing for GM-franchised dealers. Evidence of our increasing linkage with GM can be seen in our results for fiscal 2012, during which our percentage of loans and leases for new GM vehicles increased to 44% of our total consumer originations volume, up from 40% for fiscal 2011.

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

Consumer

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

Marketing.    As an indirect auto finance provider, we focus our marketing activities on automobile dealerships. We are selective in choosing the dealers with whom we conduct business and primarily pursue GM and non-GM manufacturer franchised dealerships with new and used car operations and a limited number of independent dealerships. We generally finance new GM vehicles, moderately-priced new vehicles from other manufacturers, and later-model, low-mileage used vehicles. Of the contracts purchased by us during fiscal 2012, 94% were originated by manufacturer franchised dealers and 6% by select independent dealers; further, 48% were used vehicles, 31% were new GM vehicles (not including new GM vehicles that we leased during the year) and 21% were new non-GM vehicles. We purchased contracts from 12,753 dealers during fiscal 2012. No dealer location accounted for more than 1% of the total volume of contracts purchased by us for that same period.

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

We generally purchase finance contracts without recourse to the dealer. Accordingly, the dealer has no liability to us if the consumer defaults on the contract unless a recourse agreement has been executed. Although finance contracts are generally purchased without recourse to the dealer, the dealer typically makes certain representations as to the validity of the contract and

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compliance with certain laws, and indemnifies us against any claims, defenses and set-offs that may be asserted against us because of assignment of the contract or the condition of the underlying collateral. Recourse based upon those representations and indemnities would be limited in circumstances in which the dealer has insufficient financial resources to perform upon such representations and indemnities. We do not view recourse against the dealer on these representations and indemnities to be of material significance in our decision to purchase finance contracts from a dealer. Depending upon the contract structure and consumer credit attributes, we may charge dealers a non-refundable acquisition fee or pay dealers a participation fee when purchasing finance contracts. These fees are assessed on a contract-by-contract basis.

Origination Network.    Our origination platform provides specialized focus on marketing our financing programs and underwriting loans and leases. Responsibilities are segregated so that the sales group markets our programs and products to our dealer customers, while the underwriting group focuses on underwriting, negotiating and closing loans and leases. Our sales and underwriting groups are further segregated with separate teams servicing GM-franchised dealers and non-GM dealers, allowing us to continue efficient service for our non-GM dealers under the “AmeriCredit” brand while providing GM-franchised dealers the broader loan, lease and commercial lending products we offer under the “GM Financial” brand. The underwriters are based in credit centers while the dealer relationship managers are based in credit centers or work remotely in their service area. We believe that the personal relationships our credit underwriters and dealer relationship managers establish with the dealership staff are an important factor in creating and maintaining productive relationships with our dealer customer base.

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

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

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

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

Manufacturer Relationships.    We have 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 rates on finance contracts we purchase from the manufacturers' dealership network. The programs serve our goal of increasing new loan and lease originations and the manufacturers' goal of making credit more available and more affordable to consumers purchasing vehicles sold by the manufacturer.

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

	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From July 1, 2010 Through December 31, 2010		Fiscal Year Ended June 30, 2010
Number of credit centers	17		16		15		14
Number of dealer relationship managers	204		172		110		99
Origination volume(a)	$	6,921,657	$	6,071,560	$	1,904,471	$	2,137,620
Number of producing dealerships(b)	12,753		12,349		11,831		10,756

_________________ 

(a) Amounts for years ended December 31, 2012 and 2011 and the period from July 1, 2010 through December 31, 2010 include $1,342.8 million, $986.8 million and $10.7 million of contracts purchased through our leasing programs, respectively.

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

Underwriting. We utilize a proprietary credit scoring system to support the credit approval process. The credit scoring system was developed through statistical analysis of our consumer demographic and portfolio databases consisting of data which we have collected over 20 years of operating history. Credit scoring is used to differentiate credit applications and to statistically rank-order credit risk in terms of expected default rates, which enables us to evaluate credit applications for approval and tailor contract pricing and structure. For example, a consumer with a lower score would indicate a higher probability of default and, therefore, we would either decline the application, or, if approved, compensate for this higher default risk through the structuring and pricing of the contract. While we employ a credit scoring system in the credit approval process, credit scoring does not eliminate credit risk. Adverse determinations in evaluating contracts for purchase or changes in certain macroeconomic factors after purchase could negatively affect the credit performance of our portfolio.

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

GM sponsors special-rate financing programs available through us to consumers purchasing new GM vehicles. Under these programs, after we determine the appropriate price to charge for an applicant's risk profile, GM may provide us with an interest supplement or other support payment in return for reducing the rate actually charged to the consumer on the financing contract, thereby making the credit terms more attractive and affordable to the consumer and supporting the new vehicle sales transaction. Generally, the amount of the interest supplement or support payment from GM offsets the lower interest charges or rent factor to be received by us over the life of the financing contract.

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

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

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to ensure that credit decisions comply with the credit scoring strategies and underwriting policies and procedures we have in place at the time.

Finance contract application packages completed by prospective obligors are received electronically through web-based platforms that automate and accelerate the financing process. Upon receipt or entry of application data into our application processing system, a credit bureau report and other third-party data sources are automatically accessed and a proprietary credit score is computed. A substantial percentage of the applications received by us fails to meet our minimum credit score requirement and is automatically declined. For applications that are not automatically declined, our underwriting personnel continue to review the application package and judgmentally determine whether to approve the application, approve the application subject to conditions that must be met, or deny the application. Approximately 35-40% of loan applicants and 60-70% of lease applicants are generally approved for credit by us. Dealers are contacted regarding credit decisions electronically or by facsimile. Declined applicants are also provided with appropriate notification of the decision.

After we have been informed that we have been selected as the financing source, completed contract packages are sent to us by dealers. Contract documentation is scanned to create electronic images and electronically forwarded to one of our centralized processing departments. A processing representative verifies certain applicant employment, income and residency information. Contract terms, insurance coverage and other information may be verified or confirmed with the customer. The original documents are subsequently sent to our centralized account services department and critical documents are stored in a fire resistant vault.

Once a contract is cleared for funding, the funds are electronically transferred to the dealer or a check is issued. Upon funding of the contract, we acquire a perfected security interest in the automobile that was financed. Daily reports are generated for review by senior operations management. All of our loan contracts are fully amortizing with substantially equal monthly installments.

Credit performance reports track portfolio performance at various levels of detail, including total company, credit center and dealer. Various daily reports and analytical data are also generated to monitor credit quality as well as to refine the structure and mix of new originations. We review profitability metrics on a consolidated basis, as well as at the credit center, origination channel, dealer and contract levels. Key application data, including credit bureau and credit score information, contract structures and terms and payment histories are maintained. Our credit risk management department also regularly reviews the performance of our credit scoring system and is responsible for the development and enhancement of our credit scorecards.

Servicing. Our servicing activities include collecting and processing customer payments, responding to customer inquiries, initiating contact with customers who are delinquent, maintaining the security interest in the financed vehicle, monitoring physical damage insurance coverage of the financed vehicle, and arranging for the repossession of financed vehicles, liquidation of collateral and pursuit of deficiencies when appropriate. Our payment processing and customer service activities are operated centrally in Arlington, Texas and Toronto, Ontario. Our loan collection activities are operated through four regional standardized collection centers in North America (Arlington, Texas; Toronto, Ontario; Chandler, Arizona; and Charlotte, North Carolina). We currently use a third party provider to service our U.S. lease portfolio.

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

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

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

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Statistically-based behavioral assessment models are used in our loan servicing activities to project the relative probability that an individual account will default. The behavioral assessment models are used to help develop servicing strategies for the portfolio or for targeted account groups within the portfolio. At times, we offer payment deferrals to customers who have encountered financial difficulty, that has hindered their ability to pay as contracted. A deferral allows the customer to move delinquent payments to the end of the contract, usually by paying a fee that is calculated in a manner specified by applicable law. The collector reviews the customer's past payment history and behavioral score and assesses the customer's desire and capacity to make future payments. Before agreeing to a deferral, the collector also considers whether the deferment transaction complies with our policies and guidelines. Exceptions to our policies and guidelines for deferrals must be approved in accordance with these policies and guidelines. While payment deferrals are initiated and approved in the collections department, a separate department processes authorized deferment transactions. Exceptions are also monitored by our centralized credit risk management function.

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

Our policy is to charge off an account in the month in which the account becomes 120 days contractually delinquent if we have not repossessed the related vehicle. We charge off accounts in repossession when the automobile is repossessed and legally available for disposition. A charge-off represents the difference between the estimated net sales proceeds and the amount of the delinquent contract, including accrued interest. Accounts in repossession that have been charged off are removed from finance receivables and the related repossessed automobiles are included in other assets at net realizable value on the consolidated balance sheet pending disposal. The value of the collateral underlying our portfolio is updated periodically with a loan-by-loan link to national wholesale auction values. This data, along with our own experience relative to mileage and vehicle condition, are used for evaluating collateral disposition activities.

Commercial

Overview. In April 2012, we launched our commercial lending platform to further support our GM-franchised dealerships and their affiliates. Our commercial lending offerings consist of floorplan financing, which are loans to finance the purchase of vehicle inventory, also known as wholesale or inventory financing, as well as dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, and to purchase and/or finance dealership real estate.

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 which the dealer is located.

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 primarily GM-franchised 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

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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.

Underwriting. 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.

Servicing. Our commercial loan servicing operations are centrally located at our Arlington, Texas operations center. Commercial loan servicing activities include dealership customer service, account maintenance, exception processing, credit line monitoring and adjustment and insurance monitoring.

Unless we terminate a dealer's 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.

Commercial receivables are individually evaluated and, where collectibility 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.

Financing

We primarily finance our loan and lease origination volume through the use of our credit facilities and, in the case of our consumer loan originations, through securitization transactions.

Credit Facilities.    Loans and leases are typically funded using credit facilities with participating banks providing financing either directly or through institutionally managed commercial paper conduits. Under these funding agreements, we transfer contracts to special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the bank participants or agents, collateralized by such contracts and cash. The bank participants or 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 contracts. 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 them and are not available to our creditors or creditors of our other subsidiaries. Advances under our funding agreements bear interest at commercial paper, 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 bank participants or agents.

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

Proceeds from securitizations are primarily used to fund initial cash credit enhancement requirements in the securitization and to pay down borrowings under our credit facilities, thereby increasing availability thereunder for further contract purchases.

In our securitizations, we, through wholly-owned subsidiaries, transfer automobile receivables to newly-formed securitization trusts ("Trusts"), which issue one or more classes of asset-backed securities. The asset-backed securities are in turn sold to investors. When we transfer loans to a Trust, we make certain representations and warranties regarding the loans. These representations and warranties pertain to specific aspects of the loans, including the origination of the loans, the obligors of the loans, the accuracy and legality of the records, computer tapes and schedules containing information regarding the loans, the financed vehicles securing the loans, the security interests in the loans, specific characteristics of the loans, and certain matters regarding our servicing of the loans, but do not pertain to the underlying performance of the loans. Upon the breach of

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one of these representations or warranties (subject to any applicable cure period) that materially and adversely affects the noteholders' interest in any loan, we will be obligated to repurchase the loan from the Trust. Historically, repurchases of loans due to a breach of a representation or warranty have been immaterial.

We primarily utilize 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 January 2013, we closed a $1.0 billion public senior subordinated securitization transaction, AmeriCredit Automobile Receivables Trust ("AMCAR") 2013-1, 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 credit trends of our entire portfolio and overall auto finance industry credit trends. Credit enhancement levels may also be impacted by our financial condition, the economic environment and our ability to sell lower-rated subordinated bonds at rates we consider acceptable.

The credit enhancement requirements in our securitization transactions include restricted cash accounts that are generally established with an initial deposit and may subsequently be funded through excess cash flows from securitized receivables. An additional form of credit enhancement is provided in the form of overcollateralization whereby more receivables are transferred to the Trusts than the amount of asset-backed securities issued by the Trusts. Our securitization transactions typically do not contain portfolio performance ratios which could increase the minimum credit enhancement levels.

Financing Structure. The following chart provides a simplified overview of the relationship between us and other key parties to a credit facility or securitization transaction:

Trade Names

We have obtained federal trademark protection for the "AmeriCredit" and "GM Financial" names and the logos that incorporate the "AmeriCredit" and "GM Financial" names. Certain other names, logos and phrases used by us in our business operations have also been trademarked.

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Regulation

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

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

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

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

Compliance with applicable law is costly and can affect operating results. Compliance also requires forms, processes, procedures, controls and the infrastructure to support these requirements, and may create operational constraints. Laws in the financial services industry are designed primarily for the protection of consumers. The failure to comply could result in significant statutory civil and criminal penalties, monetary damages, attorneys' fees and costs, possible revocation of licenses and damage to reputation, brand and valued customer relationships.

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

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

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

• created a new framework for the regulation of over-the-counter derivatives activities;

• strengthened the regulatory oversight of securities and capital markets activities by the SEC;

• created the Consumer Financial Protection Bureau ("CFPB"), a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services; and

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

The various requirements of the Dodd-Frank Act, including the many implementing regulations which have yet to be released, may substantially impact our origination, servicing and securitization activities. With respect to the new liquidation framework for systemically important entities, no assurances can be given that such framework would not apply to us, although the expectation embedded in the Dodd-Frank Act is that the framework will rarely be invoked. Guidance from the FDIC indicates that such new framework will largely be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to us. The SEC has proposed significant changes to the rules applicable to issuers and sponsors of asset-backed securities under the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act. With the proposed changes we could potentially see an adverse impact in our access to the asset-backed securities capital markets and lessened effectiveness of our financing programs.

Additionally, the CFPB and the Federal Trade Commission (“FTC”) have recently become more active in investigating the products, services and operations of credit providers, including banks and other finance companies engaged in auto finance activities, and both the FTC and CFPB have announced various enforcement actions against lenders in 2012 involving significant penalties, cease and desist orders and similar remedies that, if applicable to auto finance providers and the nature of products, services and operations offered by GM Financial, may require us to cease or alter certain business practices, which could have a material effect on our financial condition, liquidity and results of operations.

Competition

The automobile finance market is highly fragmented and is served by a variety of financial entities including the captive finance affiliates of other major automotive manufacturers, banks, thrifts, credit unions and independent finance companies. Many of these competitors have substantially greater financial resources and lower costs of funds than ours. In addition, due to improving economic and favorable funding conditions over the past two to three years, there have been several new entrants in the automobile finance market. Capital inflows from investors to support the growth of these new entrants as well as growth initiatives from more established market participants has resulted in generally increasing competitive conditions. Our competitors often provide financing on terms more favorable to automobile purchasers or dealers than we may offer. Many of these competitors also have long standing relationships with automobile dealerships and may offer the dealerships or their customers other products and services, which may not be currently provided by us. Providers of automobile financing have traditionally competed on the basis of rates charged, the quality of credit accepted, the flexibility of terms offered and the quality of service provided to dealers and customers. In seeking to establish ourselves as one of the principal financing sources for the dealers we serve, we compete predominantly on the basis of our high level of dealer service, strong dealer relationships and by offering flexible contract terms. There can be no assurance that we will be able to compete successfully in this market or against these competitors.

Employees

At December 31, 2012, we employed 3,777 people in the United States and Canada. None of our employees are a part of a collective bargaining agreement, and our relationships with employees are satisfactory.

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Executive Officers

The following sets forth certain data concerning our executive officers.

Name	Age	Position
Daniel E. Berce	59	President and Chief Executive Officer
Robert P. Beatty	47	Executive Vice President, Specialty
Kyle R. Birch	52	Executive Vice President, Dealer Services
Steven P. Bowman	45	Executive Vice President, Chief Credit and Risk Officer
Chris A. Choate	50	Executive Vice President, Chief Financial Officer and Treasurer
Connie B. Coffey	42	Executive Vice President, Corporate Controller
Scott H. Dishman	42	Executive Vice President, Servicing
James M. Fehleison	54	Executive Vice President, Integration Services
Jonas B. Hollandsworth	41	Executive Vice President, U.S. Sales and Credit Operations
J. Michael May	68	Executive Vice President, Chief Legal Officer and Secretary
Patrick J. Rayball	47	Executive Vice President, Chief Information Officer
Susan B. Sheffield	46	Executive Vice President, Corporate Finance
James R. Vance	41	Executive Vice President, Pricing Analytics and Product Development

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

ROBERT P. BEATTY has been Executive Vice President, Specialty since April 2012. Prior to that, he was Senior Vice President of Corporate Servicing from July 2007 to April 2012 and Vice President, Corporate Collections and Loss Mitigation from January 2005 to July 2007. Mr. Beatty joined us in 2002.

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

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

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

CONNIE B. COFFEY has been Executive Vice President, Corporate Controller since December 2012. Prior to that, she was Senior Vice President, Accounting and Reporting from June 2002 to December 2012. Ms. Coffey joined us in 1999.

SCOTT H. DISHMAN has been Executive Vice President, Servicing since April 2012. Prior to that, he was Senior Vice President, Corporate Collections from April 2004 to April 2012. Mr. Dishman joined us in 1998.

JAMES M. FEHLEISON has been Executive Vice President, Integration Services since December 2012. Prior to that, he was Executive Vice President, Corporate Controller, from September 2004 to December 2012. Mr. Fehleison joined us in 2000.

JONAS B. HOLLANDSWORTH has been Executive Vice President, U.S. Sales and Credit Operations since April 2011. Prior to that, he was Senior Vice President, Dealer Services from June 2008 to April 2011 and Vice President, Branch Originations from October 2005 until June 2008. Mr. Hollandsworth joined us in 1999.

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

PATRICK J. RAYBALL has been Executive Vice President, Chief Information Officer since December 2012. Prior to that, he was Senior Vice President, Software Solutions from June 2000 to December 2012. Mr. Rayball joined us in 1997.

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

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JAMES R. VANCE has been Executive Vice President, Pricing Analytics and Product Development since April 2011. Prior to that, he was Senior Vice President, Pricing Analytics and Product Development from August 2010 to April 2011 and Senior Vice President, Operations Controller - Financial Planning and Analysis from September 2006 to August 2010. Mr. Vance joined us in 1998.

ITEM 1A. RISK FACTORS

The profitability and financial condition of our operations are dependent upon the operations of our parent, General Motors.

A material portion of our business, approximately 44.0% of our total consumer originations and substantially all our commercial lending activities for fiscal 2012, consists of financing or leasing associated with the sale of new GM vehicles and our relationship with GM-franchised dealerships. If there were significant changes in GM's liquidity and capital position and access to the capital markets, the production or sales of GM vehicles to retail customers, the quality or resale value of GM vehicles, or other factors impacting GM or its employees, such changes could significantly affect our profitability and financial condition. In addition, GM sponsors special-rate financing programs available through us. Under these programs, GM makes interest supplements or other support payments to us. These programs increase our financing volume and share of financing the sales of GM vehicles. If GM were to adopt marketing strategies in the future that de-emphasized such programs in favor of other incentives, our financing volume could be reduced.

If the $5.5 billion GM Revolving Credit Facility was no longer available our ability to complete the transactions with Ally could be negatively impacted.

Our ability to continue to purchase contracts and to fund our business is dependent on a number of financing sources.

Dependence on Credit Facilities.    We depend on various credit facilities to initially finance our loan and lease originations.

We cannot guarantee that our credit facilities will continue to be available beyond the current maturity dates on reasonable terms or at all. Additionally, as our volume of loan and lease originations increase, and as our recently launched commercial lending business grows, we will require the expansion of our borrowing capacity on our existing credit facilities or the addition of new credit facilities. The availability of these financing sources depend, in part, on factors outside of our control, including regulatory capital treatment for unfunded bank lines of credit, the financial strength and strategic objectives of the banks that participate in our credit facilities and the availability of bank liquidity in general. If we are unable to extend or replace these facilities or arrange new credit facilities or other types of interim financing, we will have to curtail or suspend origination and funding activities, which would have a material adverse effect on our financial position, liquidity and results of operations.

Our credit facilities, other than the $300 million unsecured GM related party credit facility ("GM Related Party Credit Facility"), contain borrowing bases or advance formulas which require us to pledge finance and lease contracts in excess of the amounts which we can borrow under the facilities. We are also required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the credit facilities. In addition, the finance and lease contracts pledged as collateral must be less than 31 days delinquent at periodic measurement dates. Accordingly, increases in delinquencies or defaults on pledged collateral resulting from weakened economic conditions, or due to our inability to execute securitization transactions or any other factor, would require us to pledge additional finance and lease contracts to support the same borrowing levels and to replace delinquent or defaulted collateral. The pledge of additional finance and lease contracts to support our credit facilities would adversely impact our financial position, liquidity, and results of operations.

Additionally, the credit facilities, other than the GM Related Party Credit Facility, generally contain various covenants requiring certain minimum financial ratios, asset quality, and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements or restrict our ability to obtain additional borrowings under these facilities.

Dependence on Securitization Program.

General.    We rely upon our ability to transfer receivables to Trusts and sell securities in the asset-backed securities market to generate cash proceeds for repayment of credit facilities and to purchase additional receivables. Accordingly, adverse changes in our asset-backed securities program or in the asset-backed securities market for automobile receivables in general have in the past, and could in the future, materially adversely affect our ability to purchase and securitize loans on a timely

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basis and upon terms acceptable to us. Any adverse change or delay would have a material adverse effect on our financial position, liquidity and results of operations.

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

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

Securitization Structures.  We primarily utilize 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 a senior subordinated securitization for our loan originations, we expect that the highest rated, or triple-A, securities to be sold by us will comprise approximately 70% of the total securities issued. The balance of securities we expect to issue, the subordinated notes, will comprise the remaining 30%. Sizes of the classes depend upon rating agency loss assumptions and loss coverage requirements in addition to the sizing of subordinate bond classes. The market environment for subordinated securities is traditionally smaller than for senior securities and, therefore, can be more challenging than the market for triple-A securities.

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

The amount of the initial credit enhancement on future senior subordinated securitizations will be dependent upon the amount of subordinated securities sold and the desired ratings on the securities being sold. The required initial and targeted credit enhancement levels depend, in part, on the net interest margin expected over the life of a securitization, the collateral characteristics of the pool of receivables securitized, credit performance trends of our entire portfolio and the structure of the securitization transaction. Credit enhancement levels may also be impacted by our financial condition and the economic environment. In periods of economic weakness and associated deterioration of credit performance trends, required credit enhancement levels generally increase, particularly for securitizations of higher-risk finance receivables such as our loan portfolio. Higher levels of credit enhancement require significantly greater use of liquidity to execute a securitization transaction. The level of credit enhancement requirements in the future could adversely impact our ability to execute securitization transactions and may affect the timing of such securitizations given the increased amount of liquidity necessary to fund credit enhancement requirements. This, in turn, may adversely impact our ability to opportunistically access the capital markets when conditions are favorable.

There is no guarantee that we will complete the acquisition of some or all of the international operations of Ally and, if completed, our business will be subject to a number of additional risks.

While we have executed agreements to acquire the automotive finance and financial services operations of Ally in Europe and Latin America and Ally's non-controlling equity interests in GMAC-SAIC, we cannot guarantee whether or when we will consummate all or any of these transactions.

If we are successful in completing the acquisition of any portion of the Ally international operations, we could face risks associated with the transition of the acquired operations to us and our ability to successfully manage the acquired operations, which could involve numerous risks, including the following:

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• potential disruption of our present business while we seek to integrate the operations of the acquired operations and distraction of management;

• difficulty integrating the acquired business operations;

• exposure of our business to unknown, contingent or other liabilities, including litigation arising in connection with any such acquisition;

• changes in our business profile in ways that could have unintended negative consequences to us;

• our inexperience in managing international operations that could expose us to unforeseen consequences or subject us to risks that we are not presently subject to and may not be able to manage effectively, including tax and regulatory risks, risks associated with the conduct of business in new and foreign markets, including differences in laws and local customs and other risks associated with international operations;

• the failure to achieve the anticipated benefits of international expansion into new markets; and

• related accounting changes that may adversely affect our financial condition and results of operations.

In addition, if we are successful in completing the acquisition of any portion of the Ally international operations, we could incur substantial amounts of additional indebtedness and our sources of liquidity and capital may decrease materially, which could involve numerous risks, including the following:

• the incurrence by us of substantial additional amounts of indebtedness, which could potentially include unsecured senior notes, at or around the time of the acquisition and over the course of a period of years following the acquisition, may adversely affect our ability to perform our obligations under our existing indebtedness;

• a potential substantial reduction in our liquidity to meet our outstanding obligations; and

• the potential inability to refinance interim financing possibly incurred by us to finance the transaction due to, among other things, disruptions in capital markets, decreased investor interest in debt of issuers such as us, adverse financial and operating performance by us or increasing interest rates.

To service our debt and fund our operations, we will require a significant amount of cash. Our ability to generate cash depends on many factors.

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

We expect to continue to require substantial amounts of cash. Our primary cash requirements include the funding of:

•loan purchases pending their securitization;

•lease purchases;

•funding commercial lending receivables;

•acquisitions;

•credit enhancement requirements in connection with securitization and credit facilities;

•interest and principal payments under our credit facilities and other indebtedness;

• fees and expenses incurred in connection with the securitization and servicing of loans and leases and credit facilities;

•ongoing operating expenses; and

•capital expenditures.

We require substantial amounts of cash to fund our origination and securitization activities. Although we must fund certain credit enhancement requirements upon the closing of a securitization, we typically receive the cash representing excess cash flows and return of credit enhancement deposits over the actual life of the receivables securitized. We also incur transaction

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costs in connection with a securitization transaction. Accordingly, our strategy of securitizing our newly purchased receivables will require significant amounts of cash. Additionally, we expanded our business to include dealer wholesale and commercial lending for GM-franchised dealers, activities that require substantial amounts of cash to support, particularly until we obtain credit facilities and create a securitization platform to help fund such receivables.

Our primary sources of future liquidity are expected to be:

•payments on loans, leases and commercial lending receivables not yet securitized;

•distributions received from Trusts;

•servicing fees;

•borrowings under our credit facilities or proceeds from securitization transactions; and

•further issuances of other debt securities.

Borrowings under the GM Revolving Credit Facility are for strategic purposes only and are limited by GM's ability to borrow under the facility. We may be able to borrow up to $4 billion or we may be unable to borrow depending upon GM's borrowing activity.   If we do borrow under the facility we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business.

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

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under existing indebtedness.

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

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

The degree to which we are leveraged creates risks, including:

•we may be unable to satisfy our obligations under our outstanding indebtedness;

• we may find it more difficult to fund future credit enhancement requirements, operating costs, tax payments, capital expenditures or general corporate expenditures;

• we may have to dedicate a substantial portion of our cash resources to payments on our outstanding indebtedness, thereby reducing the funds available for operations and future business opportunities; and

•we may be vulnerable to adverse general economic, capital markets and industry conditions.

Our credit facilities, other than the GM Related Party Credit Facility, typically require us to comply with certain financial ratios and covenants, including minimum asset quality maintenance requirements. These restrictions may interfere with our ability to obtain financing or to engage in other necessary or desirable business activities.

If we cannot comply with the requirements in our credit facilities, then the lenders may increase our borrowing costs, remove us as servicer or declare the outstanding debt immediately due and payable. If our debt payments were accelerated, the

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assets pledged on these facilities might not be sufficient to fully repay the debt. The lenders may foreclose upon their collateral, including the restricted cash in these credit facilities. These events may also result in a default under our senior note indentures. We may not be able to obtain a waiver of these provisions or refinance our debt, if needed. In such case, our financial condition, liquidity and results of operations would materially suffer.

Defaults and prepayments on contracts purchased or originated by us could adversely affect our operations.

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

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

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

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

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

Failure to implement our business strategy could adversely affect our operations.

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

There is a high degree of risk associated with sub-prime borrowers.

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

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Our profitability is dependent upon consumer demand for automobiles and automobile financing and the ability of consumers to repay loans and leases, and our business may be negatively affected during times of low automobile sales, fluctuating wholesale prices and lease residual values, rising interest rates, volatility in the Canadian to U.S. dollar exchange rate and high unemployment.

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

Wholesale Auction Values.    We sell repossessed automobiles at wholesale auction markets located throughout the United States and Canada. Auction proceeds from the sale of repossessed vehicles and other recoveries are usually not sufficient to cover the outstanding balance of the contract, and the resulting deficiency is charged-off. We also sell automobiles returned to us at the end of lease terms. Decreased auction proceeds resulting from the depressed prices at which used automobiles may be sold during periods of economic slowdown or slack consumer demand will result in higher credit losses for us. Furthermore, depressed wholesale prices for used automobiles may result from significant liquidations of rental or fleet inventories, financial difficulties of the new vehicle manufacturers, discontinuance of vehicle brands and models and from increased volume of trade-ins due to promotional programs offered by new vehicle manufacturers. Additionally, higher gasoline prices may decrease the wholesale auction values of certain types of vehicles.

Leased Vehicle Residual Values and Return Rates. We project expected residual values and return volumes of the vehicles we lease. Actual proceeds realized by us upon the sale of returned leased vehicles at lease termination may be lower than the amount projected, which reduces the profitability of the lease transaction to us. Among the factors that can affect the value of returned lease vehicles are the volume of vehicles returned, economic conditions and the quality or perceived quality, safety or reliability of the vehicles. Actual return volumes may be higher than expected and can be influenced by contractual lease-end values relative to auction values, marketing programs for new vehicles and general economic conditions. All of these, alone or in combination, have the potential to adversely affect the profitability of our lease program and financial results.

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

Foreign Currency Exchange Rates.    We are exposed to the effects of changes in foreign currency exchange rates. Changes in currency exchange rates cannot always be predicted or hedged. As a result, unfavorable changes in the Canadian dollar could have an effect on our financial condition, liquidity and results of operations.

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

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A security breach or a cyber attack could adversely affect our business.

A security breach or cyber attack of our computer systems could interrupt or damage our operations or harm our reputation. If third parties or our employees are able to penetrate our network security or otherwise misappropriate our customers' personal information or contract information, or if we give third parties or our employees improper access to our customers' personal information or contract information, we could be subject to liability. This liability could include identity theft or other similar fraud-related claims. This liability could also include claims for other misuses or losses of personal information, including for unauthorized marketing purposes. Other liabilities could include claims alleging misrepresentation of our privacy and data security practices.

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

Regulation.    Reference should be made to Item 1. "Business – Regulation" for a discussion of regulatory risk factors.

Competition.    Reference should be made to Item 1. "Business – Competition" for a discussion of competitive risk factors.

ITEM 2. PROPERTIES

Our executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas, in a 95,000 square foot office space under a lease that expires in May 2019.

We also lease 66,000 square feet of office space in Charlotte, North Carolina under a lease expiring in June 2021, 89,000 square feet of office space in Peterborough, Ontario under a lease expiring in July 2019, 62,000 square feet of office space in Chandler, Arizona under a lease expiring in August 2018 and 250,000 square feet of office space in Arlington, Texas, under a lease expiring in August 2017. We also own 263,000 square feet of office space in Arlington, Texas. Our Canadian auto leasing operations are housed in a 37,000 square foot facility in Toronto, Ontario under a lease expiring in August 2014. Our regional credit centers are generally leased under agreements with original terms of three to seven years. Such facilities are typically located in suburban office buildings and consist of between 3,000 and 15,000 square feet of space.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

All of our issued and outstanding equity securities are owned by a single holder and there is not an established public trading market for our common stock. We have never paid cash dividends on our common stock. We presently intend to retain future earnings, if any, for use in the operation of the business and do not anticipate paying any cash dividends in the foreseeable future; provided, however, that we may reexamine this policy with our sole shareholder at any time.

ITEM 6. SELECTED FINANCIAL DATA

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

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Years Ended June 30,
									2010		2009			2008
Operating Data
Finance charge income	$	1,594,174	$	1,246,687	$	264,347	$	342,349	$	1,431,319	$	1,902,684		$	2,382,484
Leased vehicle income	289,256		97,676		4,418		15,888		44,316		47,073			40,679
Other revenue	77,105		65,625		12,406		14,387		47,182		117,567			119,919
Total revenue	$	1,960,535	$	1,409,988	$	281,171	$	372,624	$	1,522,817	$	2,067,324		$	2,543,082
Impairment of goodwill														212,595
Net income (loss)	$	463,126	$	385,527	$	74,633	$	51,300	$	220,546	$	(10,889	)	$	(82,369	)
Basic earnings (loss) per share	(a)		(a)		(a)		0.38		1.65		(0.09		)	(0.72		)
Diluted earnings (loss) per share	(a)		(a)		(a)		0.37		1.60		(0.09		)	(0.72		)
Diluted weighted average shares	(a)		(a)		(a)		140,302,755		138,179,945		125,239,241			114,962,241
Other Data
Consumer origination volume(b)	$	6,921,657	$	6,071,560	$	945,467	$	959,004	$	2,137,620	$	1,285,091		$	6,293,494

	Successor						Predecessor
	December 31, 2012		December 31, 2011		December 31, 2010		June 30, 2010		June 30, 2009		June 30, 2008
Balance Sheet Data
Cash and cash equivalents	$	1,289,494	$	572,297	$	194,554	$	282,273	$	193,287	$	433,493
Finance receivables, net	10,998,274		9,162,492		8,197,324		8,160,208		10,037,329		14,030,299
Leased vehicles, net	1,702,867		809,491		46,780		94,677		156,387		210,857
Total assets	16,197,071		13,042,920		10,918,738		9,881,033		11,958,327		16,508,201
Credit facilities	354,203		1,099,391		831,802		598,946		1,630,133		2,928,161
Securitization notes payable	9,023,308		6,937,841		6,128,217		6,108,976		7,426,687		10,420,327
Senior notes	1,500,000		500,000		70,054		70,620		91,620		200,000
Convertible senior notes			500		1,446		414,068		392,514		642,599
Total liabilities	11,817,844		9,119,882		7,388,630		7,480,609		9,851,019		14,542,939
Shareholder's equity	4,379,227		3,923,038		3,530,108		2,400,424		2,107,308		1,965,262

_________________ 

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

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(b) Amounts for years ended December 31, 2012 and 2011 and the period from October 1, 2010 through December 31, 2010 and fiscal year ended June 30, 2008 include $1,342.8 million, $986.8 million, $10.7 million and $218.1 million of contracts purchased through our leasing programs in U.S. and Canada, respectively.

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ITEM 7. 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 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 in the U.S. to further support our GM-franchised dealer relationships. We generate revenue and cash flows primarily through the purchase or origination, retention, subsequent securitization and servicing of finance receivables and lease contracts. As used herein, "loans" or "finance receivables" include auto finance contracts originated by dealers and purchased by us and commercial lending receivables funded by us. To fund the acquisition of finance receivables 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 receivables and lease contracts and pay interest expense on borrowings under our credit facilities.

Through wholly-owned subsidiaries, we periodically transfer receivables to 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.

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.

Definitive Agreement to Acquire Certain Ally Financial International Operations

In November 2012, we entered into an agreement with Ally to acquire 100% of the outstanding equity interests of its automotive finance and financial services operations in Europe and Latin America and a separate agreement to acquire Ally’s non-controlling equity interests in GMAC-SAIC Automotive Finance Company Limited, which conducts automotive finance and other financial services in China. The combined consideration will be approximately $4.2 billion, in cash, subject to certain closing adjustments. The transactions are anticipated to be funded by an estimated $2 billion capital contribution from GM, our excess liquidity and incurrence of additional debt. These transactions will enable us to provide automotive finance and other financial services to customers in European, Latin American and Chinese markets. The transactions contemplated by the agreements are subject to satisfaction of certain closing conditions, including obtaining applicable regulatory approvals and third party consents and other customary closing conditions, and are expected to close in stages throughout 2013. If the entire acquisition is completed, our assets would increase to approximately $33 billion and our consolidated debt would increase to approximately $27 billion.

GM Revolving Credit Facility

In November 2012, GM entered into a three-year, $5.5 billion secured revolving credit facility that includes a GM Financial borrowing sub-limit of $4.0 billion. We may borrow against this facility for strategic initiatives and for general corporate purposes. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our or our subsidiaries' assets secure this facility.

General Motors Merger

On October 1, 2010, pursuant to the terms of the Merger Agreement, dated as of July 21, 2010, with GM Holdings, a Delaware limited liability company and a wholly-owned subsidiary of GM, and Goalie Texas Holdco Inc., a Texas corporation and Merger Sub, GM Holdings completed its $3.5 billion acquisition of AmeriCredit Corp. via the merger of Merger Sub with

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and into AmeriCredit Corp. with AmeriCredit Corp. continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. Following the Merger, our name was changed to GM Financial.

On December 9, 2010, we changed our fiscal year end to December 31 from June 30. We made this change to align our financial reporting period, as well as our annual planning and budgeting process, with the GM business cycle. As a result of this change, this Form 10-K reports our financial results for the three month transition period of July 1, 2010 through September 30, 2010, labeled "Predecessor" and the three month transition period of October 1, 2010 through December 31, 2010, labeled "Successor". Due to the change in basis resulting from the application of purchase accounting, the results of operations of the Predecessor and Successor are not comparable. The years ended December 31, 2012, 2011, and June 30, 2010 reflect the twelve-month results of the respective fiscal year and are referred to herein as fiscal 2012, 2011 and 2010.

All references to "years", "fiscal" and "fiscal year", unless otherwise noted refer to the twelve month fiscal year, which prior to July 1, 2010, ended on June 30, and beginning January 1, 2011, ends on December 31 of each year.

CRITICAL ACCOUNTING ESTIMATES

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

Purchase Accounting

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

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

The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The goodwill amount was $1.1 billion.

In accordance with the accounting for goodwill, goodwill is not amortized to net income, but is required to be tested for impairment at least annually. See Note 1 - "Summary of Significant Accounting Policies - Goodwill" to the consolidated financial statements for additional information regarding goodwill. See Note 2 – "Financial Statement Effects of the Merger" to the consolidated financial statements for additional information of the purchase price allocation.

Consumer Finance Receivables and the Allowance for Loan Losses

Pre-Acquisition Consumer Finance Receivables

Consumer finance receivables originated prior to the acquisition were adjusted to fair value at October 1, 2010. As a result of purchase accounting for the Merger, the allowance for loan losses at October 1, 2010 was eliminated and a net discount was recorded on the receivables. The fair value of the receivables was less than the principal amount of those receivables, thus resulting in a discount to par. This discount was attributable, in part, to estimate future credit losses that did not exist at the origination of the loans.

A non-accretable difference is the excess between contractually required payments (undiscounted amount of all uncollected contractual principal and interest payments, both past due and scheduled for the future) and the amount of cash flows, considering the impact of prepayments, expected to be collected. An accretable yield is the excess of the cash flows, considering the impact of prepayments, expected to be collected over the initial investment in the loans, which at October 1, 2010, was fair value.

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As a result of purchase accounting for the Merger, we evaluated the common risk characteristics of the loan portfolio and split it into several pools. Once a pool of loans is assembled, the integrity of the pool is maintained. A loan is removed from a pool only if it is sold or paid in full, or the loan is written off. Our policy is to remove a written-off loan individually from a pool based on comparing any amount received with its contractual amount. Any difference between these amounts is absorbed by the non-accretable difference. This removal method assumes that the amount received approximates pool performance expectations. The remaining accretable yield balance is unaffected and any material change in remaining effective yield caused by this removal method is addressed by our quarterly cash flow evaluation process for each pool. For loans that are resolved by payment in full there is no release of the non-accretable difference for the pool because there is no difference between the amount received and the contractual amount of the loan.

Any deterioration in the performance of the pre-acquisition receivables will result in an incremental provision for loan losses being recorded. Improvements in the performance of the pre-acquisition receivables which results in a significant increase in actual or expected cash flows will result first in the reversal of any incremental related allowance for loan losses and then in a transfer of the excess from the non-accretable difference to accretable yield, which will be recorded as finance charge income over the remaining life of the receivables.

Post-Acquisition Consumer Finance Receivables and Allowance for Loan Losses

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

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

A 10% and 20% increase in cumulative charge-offs on the post-acquisition portfolio over the loss confirmation period would increase the allowance for loan losses as of December 31, 2012, as follows (in thousands):

	10% increase		20% increase
Impact on allowance for loan losses	$	34,474	$	68,948

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

Net credit losses, which is the sum of the write-offs of contractual amounts on the pre-acquisition portfolio and the charge-offs on the post-acquisition portfolio, is a non-Generally Accepted Accounting Principle ("U. S. GAAP") measure. See "Credit Quality - Credit Losses - non-U.S. GAAP measure" for a reconciliation of charge-offs to total credit losses on the combined portfolio.

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Commercial Finance Receivables and Allowance for Loan Losses

Commercial finance receivables are carried at amortized cost, net of allowance for loan losses. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover probable credit losses inherent in the commercial finance receivables. We reviewed the loss confirmation period as well as performed an analysis of the experience of comparable commercial lenders in order to estimate probable credit losses inherent in our portfolio. The commercial finance receivables are aggregated into loan-risk pools, which are determined based on our internally-developed risk rating system. Based on our risk ratings, we also determine if any specific dealer loan is considered impaired. If impaired loans are identified, specific reserves are established, as appropriate, and the loan is segregated for separate monitoring.

A 10% and 20% increase in cumulative charge-offs on the commercial finance receivable portfolio over the loss confirmation period would increase the allowance for loan losses as of December 31, 2012, as follows (in thousands):

	10% increase		20% increase
Impact on allowance for loan losses	$	610	$	1,220

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

Valuation of Automobile Lease Assets and Residuals

We have investments in leased vehicles recorded as operating leases. In accounting for operating leases, we must make a determination at the beginning of the lease contract of the estimated realizable value (i.e., residual value) of the vehicle at the end of the lease. Residual value represents an estimate of the market value of the vehicle at the end of the lease term, which typically ranges from two to four years. We establish residual values by using independently published residual values. The customer is obligated to make payments during the term of the lease for the difference between the purchase price and the contract residual value plus a money factor. However, since the customer is not obligated to purchase the vehicle at the end of the contract, we are exposed to a risk of loss to the extent the value of the vehicle is below the residual value estimated at contract inception. We periodically perform a detailed review of the estimated realizable value of leased vehicles to assess the appropriateness of the carrying value of lease assets.

To account for residual risk, we depreciate automobile operating lease assets to estimated realizable value on a straight-line basis over the lease term. The estimated realizable value is initially based on the residual value established at contract inception. Over the life of the lease, we evaluate the adequacy of the estimate of the realizable value and may make adjustments to the extent the expected value of the vehicle at lease termination changes. Any adjustments would result in a change in the depreciation rate of the lease asset.

In addition to estimating the residual value at lease termination, we must also evaluate the carrying value of the operating lease assets, check for indicators of impairment and test for impairment to the extent necessary in accordance with applicable accounting standards. Impairment is determined to exist if the undiscounted expected future cash flows (including the expected residual value) are lower than the carrying value of the asset.

Our depreciation methodology on operating lease assets considers our expectation of the value of the vehicles upon lease termination, which is based on numerous assumptions and factors influencing used vehicle values. The critical assumptions underlying the estimated carrying value of automobile lease assets include: (i) estimated market value information obtained and used by management in estimating residual values, (ii) proper identification and estimation of business conditions, (iii) our remarketing abilities and (iv) vehicle and marketing programs of our parent company. Changes in these assumptions could have a significant impact on the value of the lease residuals.

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Income Taxes

We are subject to income tax in the United States and Canada. Since October 1, 2010, we have been included in GM's consolidated U.S. federal income tax return. Similarly, we also file unitary, combined or consolidated state and local tax returns with GM in certain jurisdictions. We continue to file separate returns in those state, local and foreign taxing jurisdictions where filing a separate return is mandated. In the ordinary course of our business, there may be transactions, structures and filing positions where the ultimate tax outcome is uncertain. At any point in time, multiple tax years are subject to audit by various taxing jurisdictions and we record liabilities for estimated tax results based on the requirements of accounting for uncertainty in income taxes. Management believes that the estimates it records are reasonable. However, due to expiring statutes of limitations, audits, settlements, changes in tax law or new authoritative rulings, no assurance can be given that the final outcome of these matters will be comparable to what was reflected in the historical income tax provisions and accruals. We may need to adjust our accrued tax assets or liabilities if actual results differ from estimates, or if we adjust the assumptions used in the computation of the estimated tax results. These adjustments could materially impact the effective tax rate, earnings, accrued tax balances and cash.

As a part of our financial reporting process, we must assess the likelihood that our deferred tax assets can be recovered. Unless recovery is more likely than not, the income tax provision must be increased by recording a valuation allowance. In evaluating the need for a valuation allowance, all available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed. Future realization of the deferred tax assets depends in part on the existence of sufficient taxable income within the carryback and carryforward period available under the tax law. Other criteria which are considered in evaluating the need for a valuation allowance include the existence of deferred tax liabilities that can be used to realize deferred tax assets. Based upon our review of all negative and positive evidence in existence at December 31, 2012, management believes it is more likely than not that all deferred tax assets will be fully realized. Accordingly, no valuation allowance has been provided on deferred tax assets. Our judgment regarding evidence, including future taxable income, may change due to evolving corporate and operational strategies, market conditions, changes in U.S., state or international tax laws and other factors which may later alter our judgment of the utilization of these assets.

On our separate financial statements, we account for income taxes on a separate return basis using an asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, net operating loss and tax credit carryforwards. For taxable income recognized by us in any period beginning on or after October 1, 2010, we are obligated to pay GM for our share of the consolidated federal and state tax liabilities. Likewise, GM is obligated to reimburse us for the tax effects of net operating losses to the extent such losses could be carried back as if we had filed separate income tax returns. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. 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 cannot exceed $650 million. Any difference between the amounts paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes is reported in our consolidated financial statements as additional paid-in capital. As of December 31, 2012, a difference of $0.8 million between the amounts to be paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes was reported in our consolidated financial statements through additional paid-in capital. As of December 31, 2012, we have recorded related party taxes payable to GM in the amount of $558.6 million, representing the tax effects of income earned subsequent to the Merger with GM.

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PRESENTATION AND ANALYSIS OF RESULTS

This Management's Discussion and Analysis should be read in conjunction with the consolidated financial statements and the accompanying notes included elsewhere in this report. The results of operations are presented for five periods: fiscal 2012 and 2011 and the three months ended December 31, 2010 ("Successor"), and the three months ended September 30, 2010 and fiscal 2010 ("Predecessor"). Some periods are not comparable due to the merger with GM and the application of purchasing accounting.

RESULTS OF OPERATIONS

Year Ended December 31, 2012 as compared to

Year Ended December 31, 2011 – Successor

Finance Receivables

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

	Successor
Years Ended December 31,	2012			2011
Pre-acquisition finance receivables, carrying value, beginning of period	$	4,027,361		$	7,299,963
Post-acquisition finance receivables, beginning of period	5,313,899			923,713
	9,341,260			8,223,676
Loans purchased	5,578,839			5,084,800
Charge-offs	(304,293		)	(66,080		)
Principal collections and other	(3,657,008		)	(3,418,088		)
Change in carrying value adjustment on the pre-acquisition finance receivables	(169,680		)	(483,048		)
Balance at end of period	$	10,789,118		$	9,341,260

The average new loan size increased to $21,270 for fiscal 2012 from $20,697 for fiscal 2011 resulting from an increase in new car loans financed under the GM subvention program which are typically financed at higher amounts. The average annual percentage rate for finance receivables purchased during fiscal 2012 decreased to 14.1% from 14.6% for fiscal 2011 as a result of an increase in new car loans financed under the GM subvention program which are typically financed at lower average annual percentage rates.

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

	Successor
Year Ended December 31,	2012
Loans funded	$	1,227,287
Principal collections and other	(667,288		)
Balance at end of period	$	559,999

Leased Vehicles

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

	Successor
Years Ended December 31,	2012			2011
Balance at beginning of period	$	886,956		$	51,515
Leased vehicles purchased	1,342,818			1,000,200
Leased vehicles returned - end of term	(76,052		)	(28,723		)
Leased vehicles returned - default	(7,492		)	(1,139		)
Manufacturer incentives	(180,462		)	(126,520		)
Foreign currency translation	9,856			(8,377		)
Balance at end of period	$	1,975,624		$	886,956

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Average Earning Assets

Average earning assets are as follows (in thousands):

	Successor
Years Ended December 31,	2012		2011
Average consumer finance receivables	$	10,421,389	$	9,112,464
Average commercial finance receivables	177,841
Average finance receivables	10,599,230		9,112,464
Average leased vehicles, net	1,323,832		428,136
Average earning assets	$	11,923,062	$	9,540,600

Revenue

Finance charge income increased to $1,594.2 million for fiscal 2012 from $1,246.7 million for fiscal 2011 primarily due to a 14.4% 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 difference to accretable yield. The effective yield on our consumer finance receivables was 15.3% for fiscal 2012 compared to 13.7% for fiscal 2011. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average consumer finance receivables. The effective yield, as a percentage of average consumer finance receivables, is higher than the contractual rates of our auto finance contracts because the effective yield includes, in addition to the contractual rates and fees, the impact of excess cash flows transferred from non-accretable difference to accretable yield.

Leased vehicle income increased by 196.1% to $289.3 million for fiscal 2012 from $97.7 million for fiscal 2011, due to the increased size of the leased asset portfolio.

Other income consists of the following (in thousands):

	Successor
Years Ended December 31,	2012		2011
Commercial lending income	$	6,592	$
Investment income	2,718		1,471
Late fees, commission income and other income	67,795		64,154
	$	77,105	$	65,625

Costs and Expenses

Operating Expenses

Operating expenses were $397.6 million for fiscal 2012 compared to $338.5 million for fiscal 2011. Our operating expenses are predominantly related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Due to increased headcount to support origination structure and new lending programs, our personnel costs increased by $44.0 million for fiscal 2012 and represented 74.9% and 75.0% of total operating expenses for fiscal 2012 and 2011, respectively.

Operating expenses as a percentage of average earning assets were 3.3% and 3.5% for fiscal 2012 and 2011, respectively, due to efficiency gains resulting from the increase in average earning assets.

Leased Vehicle Expenses

Leased vehicle expenses increased by 215.1% to $211.4 million for fiscal 2012 from $67.1 million for fiscal 2011 due to increased size of the leased asset portfolio. Our leased vehicle expenses are predominantly related to depreciation of leased assets as well as the gain or loss on the disposition of the leased assets.

Provision for Loan Losses

Provisions for consumer finance receivable loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of post-acquisition consumer finance receivables. The provision for loan losses recorded for fiscal 2012 and 2011 reflect inherent losses on

30

receivables originated during the periods and changes in the amount of inherent losses on post-acquisition receivables originated in prior periods. The provision for consumer loan losses increased to $297.6 million for fiscal 2012 from $178.4 million for fiscal 2011 as a result of the increase in the size of the post-acquisition consumer finance receivables portfolio. As a percentage of average post-acquisition consumer finance receivables, the provision for loan losses was 4.1% for fiscal 2012 compared to 5.6% for fiscal 2011.

An allowance for loan losses on commercial finance receivables was established during fiscal 2012 with a provision of $6.1 million for fiscal 2012.

Interest Expense

Interest expense increased by $79.1 million to $283.3 million for fiscal 2012 from $204.2 million for fiscal 2011. The increase was primarily as a result of an increase in average debt outstanding to $9.5 billion for fiscal 2012, from $7.6 billion for fiscal 2011. Our effective rate of interest expense on our debt was 3.0% for fiscal 2012 compared to 2.7% for fiscal 2011. The effective rate increased as a result of the 4.75% senior notes issued in August 2012 and 6.75% senior notes issued in June 2011.

Acquisition Expenses

Acquisition expenses for fiscal 2012 of $20.4 million primarily represent advisory, legal and professional fees and other costs related to the pending acquisition of Ally's auto finance and financial services operations in Europe, Latin America and China.

Taxes

Our effective income tax rate was 37.8% and 38.0% for fiscal 2012 and 2011, respectively.

Other Comprehensive Income (Loss)

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

	Successor
Years Ended December 31,	2012			2011
Unrealized (losses) gains on cash flow hedges	$	(2,449	)	$	2,852
Foreign currency translation adjustment	5,913			(10,981		)
Income tax benefit (provision)	899			(1,046		)
	$	4,363		$	(9,175	)

Cash Flow Hedges

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

	Successor
Years Ended December 31,	2012			2011
Unrealized losses related to changes in fair value	$	(66	)	$	(50	)
Reclassification of net unrealized (gains) losses into earnings	(2,383		)	2,902
	$	(2,449	)	$	2,852

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 $5.9 million and $(11.0) million for fiscal 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 year.

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Three Months Ended December 31, 2010 – Successor

Consumer Finance Receivables

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

	Successor
Three Months Ended December 31,	2010
Pre-acquisition finance receivables, carrying value, beginning of period	$	8,230,743
Loans purchased	934,812
Principal collections and other	(763,883		)
Change in carrying value adjustment on the pre-acquisition finance receivables	(177,996		)
Balance at end of period	$	8,223,676

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

Leased Vehicles

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

	Successor
Three Months Ended December 31,	2010
Balance at beginning of period	$	54,730
Leased vehicles purchased	11,371
Leased vehicles returns - end of term	(14,041		)
Leased vehicles returns - default	(545		)
Balance at end of period	$	51,515

Average Earning Assets

Average earning assets are as follows (in thousands):

	Successor
Three Months Ended December 31,	2010
Average consumer finance receivables	$	8,679,506
Average leased vehicles, net	50,144
Average earning assets	$	8,729,650

Revenue

Finance charge income was $264.3 million for the three months ended December 31, 2010. The effective yield on our consumer finance receivables was 12.1% for the three months ended December 31, 2010. The effective yield, as a percentage of average consumer finance receivables, is lower than the contractual rates of our auto finance contracts due to consumer finance receivables in nonaccrual status and because the accretable yield is lower than the contractual rate.

Leased vehicle income was $4.4 million for three months ended December 31, 2010.

Other income consists of the following (in thousands):

	Successor
Three Months Ended December 31,	2010
Investment income	$	608
Late fees, commission income and other income	11,798
	$	12,406

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Costs and Expenses

Operating Expenses

Operating expenses were $70.4 million for the three months ended December 31, 2010. Our operating expenses are predominantly related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 71.7% of total operating expenses for the three months ended December 31, 2010.

Operating expenses as an annualized percentage of average earning assets were 3.2% for the three months ended December 31, 2010.

Provision for Loan Losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of post-acquisition consumer finance receivables. The provision for loan losses was $26.4 million for the three months ended December 31, 2010. As an annualized percentage of average post-acquisition consumer finance receivables, the provision for loan losses was 5.7% for the three months ended December 31, 2010.

Interest Expense

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

Acquisition Expenses

Acquisition expenses for the three months ended December 31, 2010 of $16.3 million primarily represent advisory, legal and professional fees and other costs related to the Merger with GM.

Taxes

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

Other Comprehensive Income

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

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

Cash Flow Hedges

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

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

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Unrealized losses related to changes in fair value for the three months ended December 31, 2010 were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuate based upon changes in forward interest rate expectations.

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

Foreign Currency Translation Adjustment

Foreign currency translation adjustment gains of $1.8 million for the three months ended December 31, 2010 were included in other comprehensive income. The translation adjustment 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 exchange rates during the three months ended December 31, 2010.

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Three Months Ended September 30, 2010 - Predecessor

Consumer Finance Receivables

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

	Predecessor
Three Months Ended September 30,	2010
Balance at beginning of period	$	8,733,518
Loans purchased	959,004
Charge-offs	(217,520		)
Principal collections and other	(799,427		)
Balance at end of period	$	8,675,575

The average new loan size was $19,065 for the three months ended September 30, 2010. The average annual percentage rate for consumer finance receivables purchased during the three months ended September 30, 2010, was 15.8%.

Leased Vehicles

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

	Predecessor
Three Months Ended September 30,	2010
Balance at beginning of period	$	190,300
Leased vehicles returns - end of term	(75,986		)
Leased vehicles returns - default	(850		)
Balance at end of period	$	113,464

Average Earning Assets

Average earning assets are as follows (in thousands):

	Predecessor
Three Months Ended September 30,	2010
Average consumer finance receivables	$	8,718,310
Average leased vehicles, net	74,704
Average earning assets	$	8,793,014

Revenue

Finance charge income was $342.3 million for the three months ended September 30, 2010. The effective yield on our consumer finance receivables was15.6% for the three months ended September 30, 2010. 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 was $15.9 million for the three months ended September 30, 2010.

Other income consists of the following (in thousands):

	Predecessor
Three Months Ended September 30,	2010
Investment income	$	700
Late fees and other income	13,687
	$	14,387

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Costs and Expenses

Operating Expenses

Operating expenses were $68.9 million for the three months ended September 30, 2010. Our operating expenses are predominantly related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 75.5% of total operating expenses for the three months ended September 30, 2010.

Operating expenses as an annualized percentage of average earning assets were 3.1% for the three months ended September 30, 2010.

Provision for Loan losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of consumer finance receivables. The provision for loan losses recorded for the three months ended September 30, 2010 reflects inherent losses on receivables originated during the quarter and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses was $74.6 million for the three months ended September 30, 2010. As an annualized percentage of average consumer finance receivables, the provision for loan losses was 3.4% for the three months ended September 30, 2010.

Interest Expense

Interest expense was $89.4 million for the three months ended September 30, 2010. Average debt outstanding was $7.0 billion for the three months ended September 30, 2010. Our effective rate of interest on our debt was 5.1% for the three months ended September 30, 2010.

Acquisition Expenses

Acquisition expenses for the three months ended September 30, 2010 of $42.7 million primarily represent change of control payments to our executive officers, advisory, legal and professional fees and other costs related to the Merger with GM.

Taxes

Our effective income tax rate was 43.4% for the three months ended September 30, 2010. The September 30, 2010 effective tax rate was negatively impacted primarily by the nondeductibility of change of control payments to our executive officers related to the Merger with GM.

Other Comprehensive Income

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

	Predecessor
Three Months Ended September 30,	2010
Unrealized gains on cash flow hedges	$	6,255
Foreign currency translation adjustment	2,055
Income tax provision	(3,027		)
	$	5,283

Cash Flow Hedges

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

	Predecessor
Three Months Ended September 30,	2010
Unrealized losses related to changes in fair value	$	(8,218	)
Reclassification of net unrealized losses into earnings	14,473
	$	6,255

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Unrealized losses related to changes in fair value for the three months ended September 30, 2010, were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuate based upon changes in forward interest rate expectations.

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

Foreign Currency Translation Adjustment

Foreign currency translation adjustment gains of $2.1 million for the three months ended September 30, 2010, were included in other comprehensive income. The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar exchange rates during the three months ended September 30, 2010.

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Year Ended June 30, 2010 – Predecessor

Consumer Finance Receivables

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

	Predecessor
Year Ended June 30,	2010
Balance at beginning of period	$	10,927,969
Loans purchased	2,137,620
Charge-offs	(1,249,298		)
Principal collections and other	(3,082,773		)
Balance at end of period	$	8,733,518

The average new loan size was $18,209 for fiscal 2010. The average annual percentage rate for consumer finance receivables purchased during fiscal 2010 was 17.0% for fiscal 2010.

Leased Vehicles

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

	Predecessor
Year Ended June 30,	2010
Balance at beginning of period	$	239,646
Leased vehicle returns - end of term	(45,040		)
Leased vehicle returns - default	(4,306		)
Balance at end of period	$	190,300

Average Earning Assets

Average earning assets are as follows (in thousands):

	Predecessor
Year Ended June 30,	2010
Average consumer finance receivables	$	9,495,125
Average leased vehicles, net	125,532
Average earning assets	$	9,620,657

Revenue

Finance charge income was $1,431.3 million for fiscal 2010. The effective yield on our consumer finance receivables was 15.1% for fiscal 2010. The effective yield represents finance charges and fees recorded in earnings during the period as a percentage of average consumer finance receivables and is lower than the contractual rates of our auto finance contracts due to consumer finance receivables in nonaccrual status.

Leased vehicle income was $44.3 million for fiscal 2010.

Other income consists of the following (in thousands): 

	Predecessor
Year Ended June 30,	2010
Investment income	$	2,989
Late fees and other income	43,910
Gain on retirement of debt	283
	$	47,182

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Costs and Expenses

Operating Expenses

Operating expenses were $288.8 million for fiscal 2010. Our operating expenses are predominantly related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 74.2% of total operating expenses for fiscal 2010.

Operating expenses as a percentage of average earning assets was 3.0% for fiscal 2010.

Provision for Loan Losses

Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of consumer finance receivables. The provision for loan losses recorded for fiscal 2010 reflects inherent losses on receivables originated during the year and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses was $388.1 million for fiscal 2010. As a percentage of average consumer finance receivables, the provision for loan losses was 4.1% for fiscal 2010.

Interest Expense

Interest expense was $457.2 million for fiscal 2010. Average debt outstanding was $8.0 billion for fiscal 2010. Our effective rate of interest paid on our debt was 5.7% for fiscal 2010.

Taxes

Our effective income tax rate was 37.6% for fiscal 2010.

Other Comprehensive Income

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

	Predecessor
Year Ended June 30,	2010
Unrealized gains on cash flow hedges	$	43,306
Foreign currency translation adjustment	8,230
Income tax provision	(18,567		)
	$	32,969

Cash Flow Hedges

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

	Predecessor
Year Ended June 30,	2010
Unrealized losses related to changes in fair value	$	(36,761	)
Reclassification of net unrealized losses into earnings	80,067
	$	43,306

Unrealized losses related to changes in fair value for fiscal 2010 were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements changed in fiscal 2010 because of significant declines in forward interest rates.

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

Foreign Currency Translation Adjustment

Foreign currency translation adjustment gains of $8.2 million were included in other comprehensive loss for fiscal 2010. 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 exchange rates during fiscal 2010.

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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):

	Successor
	December 31, 2012			December 31, 2011
Pre-acquisition consumer finance receivables - outstanding balance	$	2,161,863		$	4,366,075
Pre-acquisition consumer finance receivables - carrying value	$	1,958,204		$	4,027,361
Post-acquisition consumer finance receivables, net of fees	8,830,914			5,313,899
Less: allowance for loan losses	(344,740		)	(178,768		)
Total consumer finance receivables, net	$	10,444,378		$	9,162,492
Number of outstanding contracts	740,814			727,684
Average amount of outstanding contract (in dollars)(a)	$	14,839		$	13,302
Allowance for loan losses as a percentage of post-acquisition consumer finance receivables	3.9		%	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):

	Successor
	December 31, 2012				December 31, 2011
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
Delinquent contracts:
31 to 60 days	$	672,580	6.1	%	$	517,083	5.3	%
Greater-than-60 days	229,879		2.1		181,691		1.9
	902,459		8.2		698,774		7.2
In repossession	30,906		0.3		26,824		0.3
	$	933,365	8.5	%	$	725,598	7.5	%

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

Delinquencies increased from December 31, 2011 to December 31, 2012 consistent with a greater concentration of loans originated in 2011 and 2012 with lower average credit scores than loans originated in prior years.

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Deferrals

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

Contracts receiving a payment deferral as an average quarterly percentage of average consumer finance receivables outstanding were 5.7%, 5.3%, 6.2%, 6.1% and 7.3% for fiscal 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and fiscal 2010, respectively.

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

	Successor
	December 31, 2012		December 31, 2011
Never deferred	77.8	%	78.1	%
Deferred:
1-2 times	18.1		15.3
3-4 times	4.1		6.5
Greater than 4 times			0.1
Total deferred	22.2		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 consumer 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 troubled debt restructurings ("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.

41

Troubled Debt Restructurings

The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance as of December 31, 2012 is shown below (in thousands):

	Successor
	December 31, 2012
Outstanding recorded investment	$	228,320
Less: allowance for loan losses	(32,575		)
Outstanding recorded investment, net of allowance	$	195,745
Unpaid principal balance	$	231,844

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):

	Successor
	Year Ended December 31, 2012
Average recorded investment	$	101,574
Finance charge income recognized	11,081

The following table provides information on loans at the time they became classified as TDRs (dollars in thousands):

	Successor
	Year Ended December 31, 2012
	Number of Accounts	Amount
Recorded investment	12,882	$	242,521

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 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 TDR (in thousands):

	Successor
	Year Ended December 31, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	3,742

Credit Losses - non-U.S. 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.

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

	Successor						Predecessor
					Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010
	Year Ended December 31, 2012		Year Ended December 31, 2011						Year Ended June 30, 2010
Consumer finance receivables:
Charge-offs	$	304,293	$	66,080			$	217,520	$	1,249,298
Adjustments to reflect write-offs of the contractual amounts on the pre-acquisition portfolio	304,736		568,558		$	221,046
Total credit losses on the combined portfolio (a)	$	609,029	$	634,638	$	221,046	$	217,520	$	1,249,298

_________________ 

(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):

	Successor									Predecessor
							Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010
	Year Ended December 31, 2012			Year Ended December 31, 2011									Year Ended June 30, 2010
Repossession credit losses	$	590,399		$	638,462		$	219,665		$	211,426		$	1,232,318
Less: Recoveries	(352,775		)	(345,605		)	(100,904		)	(98,081		)	(543,910		)
Mandatory credit losses(a)	18,630			(3,824		)	1,381			6,094			16,980
Net credit losses	$	256,254		$	289,033		$	120,142		$	119,439		$	705,388
Net annualized credit losses as a percentage of average consumer finance receivables(b):	2.5		%	3.2		%	5.5		%	5.4		%	7.4		%
Recoveries as a percentage of gross repossession credit losses:	59.8		%	54.1		%	45.9		%	46.4		%	44.1		%

_________________ 

(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.

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 credit scores in the portfolio which reflects our underwriting strategies and risk tolerance, 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, even as the average credit scores of loans originated since 2009 have trended down as our credit risk appetite expanded.

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Commercial Finance Receivables

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

	Successor
	December 31, 2012
Commercial finance receivables, net of fees	$	559,999
Less: allowance for loan losses	(6,103		)
Total commercial finance receivables, net	$	553,896
Number of dealers	101
Average carrying amount per dealer	$	5,484

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 December 31, 2012, there were no outstanding commercial receivables classified as TDRs.

There were no charge-offs of commercial finance receivables during fiscal 2012 and at December 31, 2012, all commercial finance receivables were current with respect to payment status.

Leased Vehicles

At December 31, 2012 and 2011, 99.3% and 99.6%, respectively, of our leases were current with respect to payment status. Leased vehicles returned as a result of a default were $7.5 million and $1.1 million for fiscal 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 consumer finance receivables to Trusts in securitization transactions, collections and recoveries on consumer finance receivables and issuances of senior notes and other debt securities. Our primary uses of cash are purchases of consumer finance receivables and leased vehicles, the funding of commercial finance receivables, 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 $5,556.2 million, $5,020.6 million, $947.3 million, $940.8 million and $2,090.6 million for the purchase of consumer finance receivables during fiscal 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and fiscal 2010, respectively. We used cash of $1,224.1 million for the funding of commercial finance receivables during fiscal 2012. We used cash of $1,077.2 million, $857.1 million and $10.7 million for the purchase of leased vehicles during fiscal 2012 and 2011 and the three months ended December 31, 2010, respectively. These purchases were funded initially utilizing cash and borrowings on our credit facilities. Subsequently, our strategy is to obtain long-term financing for finance receivables and leased vehicles through securitization transactions.

Liquidity

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

	Successor
	December 31, 2012		December 31, 2011
Cash and cash equivalents	$	1,289,494	$	572,297
Borrowing capacity on unpledged eligible assets	1,348,731		681,161
Borrowing capacity on GM Related Party Credit Facility	300,000		300,000
	$	2,938,225	$	1,553,458

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.

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

	Successor
	December 31, 2012
Borrowing capacity on GM Revolving Credit Facility(a)	$	4,000,000
	$	4,000,000

_________________ 

(a) Our borrowings under the facility are limited by GM's ability to borrow under the facility.  Therefore, we may be able to borrow up to $4 billion or we may be unable to borrow depending upon GM's borrowing activity.   If we do borrow under the facility we expect such borrowings would be short-term in nature and, except in extraordinary circumstances, would not be used to fund our operating activities in the ordinary course of business. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our or our subsidiaries' assets secure this facility.

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 December 31, 2012, credit facilities^(a) consist of the following (in thousands):

Facility Type	Facility Amount		Advances Outstanding
Syndicated warehouse facility(b)	$	2,500,000
Lease warehouse facility – U.S.(c)	600,000
Lease warehouse facility – Canada(d)	803,455		$	354,203
GM Related Party Credit Facility(e)	300,000
			$	354,203

_________________ 

(a) Does not include available borrowings on the GM Revolving Credit Facility. There were no borrowings on this facility in fiscal 2012.

(b) In May 2013, when the revolving period ends, and if the facility is not renewed, any 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.

(c) In January 2013, the facility was renewed and extended to May 2014. In May 2014 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 November 2019 when any outstanding balance will be due and payable.

(d) 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$352.7 million at December 31, 2012.

(e) In August 2012, we renewed the GM Related Party Credit Facility with GM Holdings, with a maturity date of September 2013.

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 fiscal 2012 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.44	%	$	80,727	$	621,257
Lease warehouse facility – Canada(a)	2.70	%	298,212		370,076

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$296.9 million and C$368.5 million, respectively.

There were no borrowings or repayments on the lease warehouse facility – U.S. or the GM Related Party Credit Facility during fiscal 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 fiscal 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.56	%	$	296,576	$	826,859
Lease warehouse facility – U.S.	1.60	%	24,027		182,749
Lease warehouse facility – Canada(a)	2.69	%	40,849		181,314

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$41.6 million and C$184.6 million, respectively.

There were $200.0 million in borrowings and repayments on the GM Related Party Credit Facility during fiscal 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 Related Party 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 December 31, 2012, we were in compliance with all covenants in our credit facilities.

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 and in June 2011, we issued $500.0 million of 6.75% senior notes which are due in June 2018 with interest payable semiannually. We intend to issue more senior notes in fiscal 2013 in connection with closing of the acquisition of Ally's auto finance and financial services operations in Europe, Latin America and China. The 4.75%, and the 6.75% senior notes issued in June 2011, are guaranteed solely by AmeriCredit Financial Services, Inc., our principal operating subsidiary and none of our other subsidiaries are guarantors of the notes. See Note 23 - "Guarantor Consolidating Financial Statements" to the consolidated financial statements for further discussion.

Securitizations

We have completed over 80 securitizations through December 31, 2012. We use the proceeds from securitization transactions 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 December 31, 2012
2008	January 2015	-	April 2015	$	500.0			$	24.1
2009	January 2016	-	July 2017	227.5		-	725.0	159.8
2010	July 2017	-	April 2018	200.0		-	850.0	1,095.2
2011	July 2018	-	March 2019	800.0		-	1,000.0	2,518.6
2012(b)	June 2019	-	May 2020	800.0		-	1,300.0	5,214.4
Total active securitizations								9,012.1
Purchase accounting premium								11.2
								$	9,023.3

_________________ 

(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.

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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 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.

We primarily utilize 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 January 2013, we closed a $1.0 billion senior subordinated securitization transaction, AMCAR 2013-1, 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.

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

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Initial credit enhancement deposits:
Restricted cash	$	135.5	$	96.6	$	14.9	$	23.3	$	53.9
Overcollateralization	376.8		277.6		42.7		114.3		490.8
Net distributions from Trusts	1,486.8		852.4		216.0		110.9		424.2

Contractual Obligations

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

Years Ending December 31,	2013		2014		2015		2016		2017		Thereafter		Total
Operating leases	$	15,194	$	14,547	$	12,761	$	11,538	$	9,714	$	11,283	$	75,037
Lease warehouse facility - Canada(a)	354,203												354,203
Securitization notes payable	3,406,161		2,324,005		1,771,553		1,073,240		437,789				9,012,748
Senior notes									1,000,000		500,000		1,500,000
Total expected interest payments(b)	263,390		196,518		149,295		107,351		65,884		14,063		796,501
Total	$	4,038,948	$	2,535,070	$	1,933,609	$	1,192,129	$	1,513,387	$	525,346	$	11,738,489

_________________ 

(a) Amount represents C$352.7 million.

(b) Interest expense is calculated based on LIBOR or CDORplus the respective credit spreads and specified fees associated with the lease warehouse facility - Canada, the coupon rate for the senior notes and a fixed rate of interest for our securitization notes payable. Interest expense on the floating rate tranches of the securitization notes payable is converted to a fixed rate based on the floating rate plus any expected hedge payments.

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As of December 31, 2012, we had liabilities associated with uncertain tax positions of $90.0 million. The table above does not include these liabilities since it is impracticable to estimate the future cash flows associated with these amounts.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Fluctuations in market interest rates impact our credit facilities and securitization transactions. Our gross interest rate spread, which is the difference between interest 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 purchase of finance receivable and leased assets.

Credit Facilities

Consumer finance receivable 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 other liabilities on our consolidated balance sheets.

Securitizations

The interest rate demanded by investors in our securitization transactions depends on prevailing market interest rates for comparable transactions and the general interest rate environment. We utilize several strategies to minimize the impact of interest rate fluctuations on our gross interest rate margin, including the use of derivative financial instruments and the regular sale or pledging of 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 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 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 liabilities on our consolidated balance sheets. Changes in the fair value of the interest rate cap agreements are reflected in interest expense on our consolidated statements of 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 liabilities on the consolidated balance sheets. Interest rate swap agreements that are not designated as hedges are included in other assets on the consolidated balance sheets.

48

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The following table provides information about our interest rate-sensitive financial instruments by expected maturity date as of December 31, 2012 (dollars in thousands):

Years Ending December 31,	2013			2014			2015			2016			2017			Thereafter			Fair Value
Assets:
Consumer finance receivables
Principal amounts	$	4,107,682		$	2,859,681		$	1,894,587		$	1,208,829		$	672,662		$	315,404		$	10,759,585
Weighted average annual percentage rate	14.54		%	14.39		%	14.25		%	14.10		%	13.95		%	13.84		%
Commercial finance receivables
Principal amounts	$	506,695		$	5,535		$	3,419		$	3,290		$	34,950		$	5,917		$	553,896
Weighted average annual percentage rate	3.78		%	3.80		%	3.76		%	3.78		%	3.47		%	4.53		%
Interest rate swaps
Notional amounts	$	24,126																	$	133
Average pay rate	1.17		%
Average receive rate	0.78		%
Interest rate caps purchased
Notional amounts	$	136,728		$	241,538		$	184,113		$	134,385		$	54,219					$	386
Average strike rate	3.14		%	2.94		%	3.20		%	3.31		%	2.04		%
Liabilities:
Credit facilities
Principal amounts	$	354,203																	$	354,203
Weighted average effective interest rate	0.64		%
Securitization notes payable
Principal amounts	$	3,406,161		$	2,324,005		$	1,771,553		$	1,073,240		$	437,789					$	9,171,438
Weighted average effective interest rate	2.33		%	2.70		%	3.03		%	3.05		%	2.99		%
Senior notes
Principal amounts													$	1,000,000		$	500,000		$	1,620,000
Weighted average effective interest rate													4.75		%	6.75		%
Interest rate swaps
Notional amounts	$	24,126																	$	133
Average pay rate	1.17		%
Average receive rate	0.78		%
Interest rate caps sold
Notional amounts	$	136,728		$	241,538		$	184,113		$	134,385		$	54,219					$	394
Average strike rate	3.14		%	2.94		%	3.20		%	3.31		%	2.04		%

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The following table provides information about our interest rate-sensitive financial instruments by expected maturity date as of December 31, 2011 (dollars in thousands):

Years Ending December 31,	2012			2013			2014			2015			2016			Thereafter			Fair Value
Assets:
Consumer finance receivables
Principal amounts	$	3,889,053		$	2,571,226		$	1,531,495		$	946,448		$	547,500		$	264,992		$	9,385,851
Weighted average annual percentage rate	15.19		%	15.04		%	14.87		%	14.71		%	14.52		%	14.60		%
Interest rate swaps
Notional amounts	$	485,553		$	24,008														$	2,004
Average pay rate	1.44		%	1.17		%
Average receive rate	0.43		%	0.84		%
Interest rate caps purchased
Notional amounts	$	251,628		$	258,619		$	382,510		$	319,170		$	134,657		$	166,209		$	4,548
Average strike rate	4.00		%	3.94		%	3.71		%	3.71		%	3.50		%	3.11		%
Liabilities:
Credit facilities
Principal amounts	$	1,099,174																	$	1,099,113
Weighted average effective interest rate	1.88		%
Securitization notes payable
Principal amounts	$	3,163,788		$	1,480,781		$	1,022,762		$	720,184		$	422,093		$	86,117		$	6,945,865
Weighted average effective interest rate	2.94		%	3.51		%	4.05		%	4.58		%	5.18		%	3.64		%
Senior notes
Principal amounts																$	500,000		$	510,000
Weighted average effective interest rate																6.75		%
Convertible senior notes
Principal amounts				$	500														$	500
Weighted average effective coupon interest rate				2.125		%
Interest rate swaps
Notional amounts	$	485,553		$	24,008														$	6,440
Average pay rate	1.44		%	1.17		%
Average receive rate	0.43		%	0.84		%
Interest rate caps sold
Notional amounts	$	209,691		$	258,619		$	382,510		$	319,170		$	134,657		$	166,209		$	4,768
Average strike rate	4.05		%	3.94		%	3.71		%	3.71		%	3.50		%	3.11		%

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

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

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

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ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

	Successor
	December 31, 2012			December 31, 2011
Assets
Cash and cash equivalents	$	1,289,494		$	572,297
Finance receivables, net	10,998,274			9,162,492
Restricted cash – securitization notes payable	728,908			919,283
Restricted cash – credit facilities	14,808			136,556
Property and equipment, net	52,076			47,440
Leased vehicles, net	1,702,867			809,491
Deferred income taxes	107,075			108,684
Goodwill	1,108,278			1,107,982
Related party receivables	66,360			37,447
Other assets	128,931			141,248
Total assets	$	16,197,071		$	13,042,920
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities	$	354,203		$	1,099,391
Securitization notes payable	9,023,308			6,937,841
Senior notes	1,500,000			500,000
Convertible senior notes				500
Accounts payable and accrued expenses	217,938			160,172
Deferred income	69,784			24,987
Taxes payable	93,462			85,477
Related party taxes payable	558,622			300,306
Interest rate swap and cap agreements	527			11,208
Total liabilities	11,817,844			9,119,882
Commitments and contingencies (Note 13)
Shareholder's equity:
Common stock, $0.01 par value per share, 500 shares authorized and issued
Additional paid-in capital	3,459,195			3,470,495
Accumulated other comprehensive loss	(3,254		)	(7,617		)
Retained earnings	923,286			460,160
Total shareholder's equity	4,379,227			3,923,038
Total liabilities and shareholder's equity	$	16,197,071		$	13,042,920

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

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

	Successor									Predecessor
	For the Year Ended December 31,  2012			For the Year Ended December 31,  2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Revenue
Finance charge income	$	1,594,174		$	1,246,687		$	264,347		$	342,349		$	1,431,319
Leased vehicle income	289,256			97,676			4,418			15,888			44,316
Other income	77,105			65,625			12,406			14,387			47,182
	1,960,535			1,409,988			281,171			372,624			1,522,817
Costs and expenses
Operating expenses	397,582			338,540			70,441			68,855			288,791
Leased vehicle expenses	211,407			67,088			2,106			6,539			34,639
Provision for loan losses	303,692			178,372			26,352			74,618			388,058
Interest expense	283,250			204,170			36,684			89,364			457,222
Restructuring charges, net										(39		)	668
Acquisition expenses	20,388						16,322			42,651
	1,216,319			788,170			151,905			281,988			1,169,378
Income before income taxes	744,216			621,818			129,266			90,636			353,439
Income tax provision	281,090			236,291			54,633			39,336			132,893
Net income	463,126			385,527			74,633			51,300			220,546
Other comprehensive income
Unrealized (losses) gains on cash flow hedges	(2,449		)	2,852			(412		)	6,255			43,306
Foreign currency translation adjustment	5,913			(10,981		)	1,819			2,055			8,230
Income tax benefit (provision)	899			(1,046		)	151			(3,027		)	(18,567		)
Other comprehensive income (loss)	4,363			(9,175		)	1,558			5,283			32,969
Comprehensive income	$	467,489		$	376,352		$	76,191		$	56,583		$	253,515
Earnings per share
Basic	(a)			(a)			(a)			$	0.38		$	1.65
Diluted	(a)			(a)			(a)			$	0.37		$	1.60
Weighted average shares
Basic	(a)			(a)			(a)			135,232,827			133,845,238
Diluted	(a)			(a)			(a)			140,302,755			138,179,945

_________________ 

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

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

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GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

(dollars in thousands)

	Successor								Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Common Stock Shares
Balance at the beginning of period	500			500			500		136,856,360			134,977,812
Common stock issued on exercise of options									17,312			837,411
Common stock issued on exercise of warrants									438,112
Common stock issued for employee benefit plans									439,580			1,041,137
Balance at the end of period	500			500			500		137,751,364			136,856,360
Common Stock Amount
Balance at the beginning of period	$			$			$		$	1,369		$	1,350
Common stock issued on exercise of options												8
Common stock issued on exercise of warrants									4
Common stock issued for employee benefit plans									5			11
Balance at the end of period	$			$			$		$	1,378		$	1,369
Additional Paid-in Capital
Balance at the beginning of period	$	3,470,495		$	3,453,917		$	3,453,917	$	327,095		$	284,961
Common stock issued on exercise of options									282			11,597
Income tax benefit from exercise of options, warrants and amortization of convertible note hedges									3,395			9,434
Common stock issued on exercise of warrants									(4		)
Common stock issued for employee benefit plans									1,851			4,020
Cash settlement of share based awards									(16,062		)
Stock based compensation expense	3,716			17,106					5,019			15,115
Amortization of warrant costs												1,968
Salary stock plan modification	(14,731		)
True up of payments under tax-sharing agreement and separate return basis	(285		)	(528		)
Balance at the end of period	$	3,459,195		$	3,470,495		$	3,453,917	$	321,576		$	327,095
Accumulated Other Comprehensive (Loss) Income
Balance at the beginning of period	$	(7,617	)	$	1,558				$	11,870		$	(21,099	)
Other comprehensive income (loss) net of income
tax benefit (provision) of $899, $(1,046), $151,
$(3,027) and $(18,567), respectively	4,363			(9,175		)	$	1,558	5,283			32,969
Balance at the end of period	$	(3,254	)	$	(7,617	)	$	1,558	$	17,153		$	11,870
Retained Earnings
Balance at the beginning of period	$	460,160		$	74,633				$	2,099,005		$	1,878,459
Consolidation of Wachovia funding facility									175
Net income	463,126			385,527			$	74,633	51,300			220,546
Balance at the end of period	$	923,286		$	460,160		$	74,633	$	2,150,480		$	2,099,005
Treasury Stock Shares
Balance at the beginning of period									1,916,510			1,806,446
Common stock issued for employee benefit plans									39,226			110,064
Balance at the end of period									1,955,736			1,916,510
Treasury Stock Amount
Balance at the beginning of period									$	(38,915	)	$	(36,363	)
Common stock issued for employee benefit plans									(1,051		)	(2,552		)
Balance at the end of period	$			$			$		$	(39,966	)	$	(38,915	)

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

(in thousands)

	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Cash flows from operating activities
Net income	$	463,126		$	385,527		$	74,633		$	51,300		$	220,546
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	255,182			109,619			7,809			14,649			79,044
Accretion and amortization of loan and leasing fees	(53,189		)	(20,702		)	1,111			(942		)	4,791
Amortization of carrying value adjustment	(10,419		)	177,566			77,092
Amortization of purchase accounting premium	(31,648		)	(67,671		)	(27,458		)
Amortization of warrant costs													1,968
Provision for loan losses	303,692			178,372			26,352			74,618			388,058
Deferred income taxes	2,626			50,236			21,367			452			(24,567		)
Stock based compensation expense	3,716			17,106						5,019			15,115
Non-cash interest charges on convertible debt										5,625			21,554
Other	(11,209		)	(23,218		)	(11,539		)	(13,800		)	(16,237		)
Changes in assets and liabilities, net of assets and liabilities acquired:
Other assets	2,378			34,649			(369		)	16,373			202,658
Accounts payable and accrued expenses	47,946			(21,399		)	(10,275		)	(9,957		)	26,245
Taxes payable	7,816			(77,285		)	(9,448		)	1,405			9,534
Related party taxes payable	258,316			258,092			42,214
Net cash provided by operating activities	1,238,333			1,000,892			191,489			144,742			928,709
Cash flows from investing activities
Purchases of consumer finance receivables, net	(5,556,169		)	(5,020,639		)	(947,318		)	(940,763		)	(2,090,602		)
Principal collections and recoveries on consumer finance receivables	4,006,893			3,719,264			870,862			883,807			3,606,680
Fundings of commercial finance receivables, net	(1,224,082		)
Collections of commercial finance receivables	667,181
Purchases of leased vehicles, net	(1,077,163		)	(857,138		)	(10,655		)
Proceeds from termination of leased vehicles	55,414			38,054
Purchases of property and equipment	(13,489		)	(8,359		)	(2,429		)	(312		)	(1,581		)
Acquisition of FinanciaLinx				(9,601		)
FinanciaLinx cash on hand at acquisition				9,283
Change in restricted cash – securitization notes payable	190,375			6,799			49,860			(45,787		)	(78,549		)
Change in restricted cash – credit facilities	122,345			(5,108		)	3,030			8,257			52,354
Change in other assets	(10,911		)	(12,602		)	13,236			40,193			53,922
Net cash (used in) provided by investing activities	(2,839,606		)	(2,140,047		)	(23,414		)	(54,605		)	1,542,224
Cash flows from financing activities
Borrowings on credit facilities	1,199,707			3,716,609			468,394			484,921			775,665
Payments on credit facilities	(1,950,484		)	(3,446,074		)	(256,362		)	(552,951		)	(1,806,852		)
Issuance of securitization notes payable	6,400,000			4,550,000			700,000			1,050,000			2,352,493
Payments on securitization notes payable	(4,282,977		)	(3,675,459		)	(954,644		)	(795,512		)	(3,674,062		)
Issuance of senior notes	1,000,000			500,000
Debt issuance costs	(48,201		)	(49,318		)	(4,314		)	(7,686		)	(24,754		)
Net proceeds from issuance of common stock										2,138			15,635
Cash settlement of share based awards										(16,062		)
Retirement of debt	(505		)	(75,164		)	(464,254		)				(20,425		)
Other	(285		)	(528		)				313			645
Net cash provided by (used in) financing activities	2,317,255			1,520,066			(511,180		)	165,161			(2,381,655		)
Net increase (decrease) in cash and cash equivalents	715,982			380,911			(343,105		)	255,298			89,278
Effect of foreign exchange rate changes on cash and cash equivalents	1,215			(3,168		)	130			(42		)	(292		)
Cash and cash equivalents at beginning of period	572,297			194,554			537,529			282,273			193,287
Cash and cash equivalents at end of period	$	1,289,494		$	572,297		$	194,554		$	537,529		$	282,273

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

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GENERAL MOTORS FINANCIAL COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

History and Operations

We were formed on August 1, 1986, and, since September 1992, have been in the business of purchasing and servicing automobile sales finance contracts. From January 2007 through May 2008 and starting again in December 2010, we also originated leases on automobiles. In April 2012, we began providing commercial lending to automobile dealers.

Definitive Agreement to Acquire Certain Ally Financial International Operations

In November 2012, we entered into an agreement with Ally Financial Inc. ("Ally") to acquire 100% of the outstanding equity interests of its automotive finance and financial services operations in Europe and Latin America and a separate agreement to acquire Ally’s non-controlling equity interests in GMAC-SAIC Automotive Finance Company Limited, which conducts automotive finance and other financial services in China. The combined consideration will be approximately $4.2 billion, in cash, subject to certain closing adjustments. The transactions are anticipated to be funded by an estimated $2 billion capital contribution from General Motors Company ("GM"), our excess liquidity and incurrence of additional debt. These transactions will enable us to provide automotive finance and other financial services to customers in European, Latin American and Chinese markets. The transactions contemplated by the agreements are subject to satisfaction of certain closing conditions, including obtaining applicable regulatory approvals and third party consents and other customary closing conditions, and are expected to close in stages throughout 2013.

Merger

On October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 21, 2010, with General Motors Holdings LLC ("GM Holdings"), a Delaware limited liability company and a wholly-owned subsidiary of GM, and Goalie Texas Holdco Inc., a Texas corporation and a direct wholly-owned subsidiary of GM Holdings ("Merger Sub"), GM Holdings completed its $3.5 billion acquisition of AmeriCredit Corp. via the merger of Merger Sub with and into AmeriCredit Corp. (the "Merger" or "acquisition"), with AmeriCredit Corp. continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. After the Merger, AmeriCredit Corp. was renamed General Motors Financial Company, Inc. The accompanying consolidated financial statements labeled "Predecessor" and "Successor", relate to the period before the Merger and the period after the Merger, respectively. The consolidated financial statements of the Predecessor have been prepared on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2010. The consolidated financial statements of the Successor reflect a change in basis from the application of purchase accounting.

Change in Fiscal Year

On December 9, 2010, we changed our fiscal year end to December 31 from June 30. We made this change to align our financial reporting period, as well as our annual planning and budgeting process, with the GM business cycle. As a result of this change, the Consolidated Financial Statements include our financial results for the three month transition period of July 1, 2010 through September 30, 2010, labeled "Predecessor" and the three month transition period of October 1, 2010 through December 31, 2010, labeled "Successor". The years ended December 31, 2012 and 2011 and June 30, 2010 reflect the twelve-month results of the respective fiscal year and are referred to herein as fiscal 2012, 2011 and 2010.

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 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.

Prior year amounts for deferred income, leased vehicle income and gain on retirement of debt have been reclassified to conform to the current year presentation. Deferred income is now presented on its own line on the consolidated balance sheets

56

where it was previously included in accounts payable and accrued expenses. Leased vehicle income is now presented on its own line on the consolidated statements of income and comprehensive income where it was previously included in other income. Gain on retirement of debt is now included in other income where it was previously presented on its own line on the consolidated statements of income and comprehensive income.

Purchase Accounting

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

Cash Equivalents

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

Consumer Finance Receivables and the Allowance for Loan Losses

Pre-Acquisition Consumer Finance Receivables

Consumer finance receivables originated prior to the acquisition were adjusted to fair value at October 1, 2010. As a result of purchase accounting for the Merger, the allowance for loan losses at October 1, 2010 was eliminated and a net discount was recorded on the receivables. The fair value of the receivables was less than the principal amount of those receivables, thus resulting in a discount to par. This discount was attributable, in part, to estimate future credit losses that did not exist at the origination of the loans.

A non-accretable difference is the excess between contractually required payments (undiscounted amount of all uncollected contractual principal and interest payments, both past due and scheduled for the future) and the amount of cash flows, considering the impact of prepayments, expected to be collected. An accretable yield is the excess of the cash flows, considering the impact of prepayments, expected to be collected over the initial investment in the loans, which at October 1, 2010, was fair value.

As a result of purchase accounting for the Merger, we evaluated the common risk characteristics of the loan portfolio and split it into several pools. Once a pool of loans is assembled, the integrity of the pool is maintained. A loan is removed from a pool only if it is sold or paid in full, or the loan is written off. Our policy is to remove a written off loan individually from a pool based on comparing any amount received with its contractual amount. Any difference between these amounts is absorbed by the non-accretable difference. This removal method assumes that the amount received approximates pool performance expectations. The remaining accretable yield balance is unaffected and any material change in remaining effective yield caused by this removal method is addressed by our quarterly cash flow evaluation process for each pool. For loans that are resolved by payment in full there is no release of the non-accretable difference for the pool because there is no difference between the amount received and the contractual amount of the loan.

Any deterioration in the performance of the pre-acquisition receivables will result in an incremental provision for loan losses being recorded. Improvements in the performance of the pre-acquisition receivables which results in a significant increase in actual or expected cash flows will result first in the reversal of any incremental related allowance for loan losses and then in a transfer of the excess from the non-accretable difference to accretable yield, which will be recorded as finance charge income over the remaining life of the receivables.

Post-Acquisition Consumer Finance Receivables and Allowance for Loan Losses

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

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

57

and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above. Should the credit loss assumption or loss confirmation period increase, there would be an increase in the amount of allowance for loan losses required, which would decrease the net carrying value of finance receivables and increase the amount of provision for loan losses recorded on the consolidated statements of income and comprehensive income.

Commercial Finance Receivables and the Allowance for Loan Losses

In April 2012, we launched our commercial lending platform to further support our GM-franchised dealerships and their affiliates. Our commercial lending offerings consist of floorplan financing, which are loans to finance the purchase of vehicle inventory, also known as wholesale or inventory financing, as well as dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, and to purchase and/or finance dealership real estate.

Commercial finance receivables are carried at amortized cost, net of allowance for loan losses. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover probable credit losses inherent in the commercial finance receivables. We reviewed the loss confirmation period as well as performed an analysis of the experience of comparable commercial lenders in order to estimate probable credit losses inherent in our portfolio. The commercial finance receivables are aggregated into loan-risk pools, which are determined based on our internally-developed risk rating system. Based upon our risk ratings, we also determine if any specific dealer loan is considered impaired. If impaired loans are identified, specific reserves are established, as appropriate, and the loan is segregated for separate monitoring.

Charge-off Policy

Our policy is to charge off a consumer account in the month in which the account becomes 120 days contractually delinquent if we have not repossessed the related vehicle. We charge off accounts in repossession when the automobile is repossessed and legally available for disposition. A charge-off generally represents the difference between the estimated net sales proceeds and the amount of the delinquent contract, including accrued interest. Accounts in repossession that have been charged off and have been removed from finance receivables and the related repossessed automobiles, aggregating $22.5 million and $12.8 million at December 31, 2012 and 2011, respectively, are included in other assets on the consolidated balance sheets pending sale and represent a non-cash investing activity.

Commercial finance receivables are individually evaluated, and where collectability of the recorded balance is in doubt, are written down to the 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 loan modification constitutes a troubled debt restructuring ("TDR") our policy for consumer loans is that both of the following must exist: (i) the modification 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 consumer 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.

Variable Interest Entities – Securitizations and Credit Facilities

We finance our loan origination volume through the use of our credit facilities and execution of securitization transactions, which both utilize special purpose entities ("SPE's"). In a credit facility, we transfer finance receivables or leasing related assets to special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the agents, collateralized by such assets 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 the assets.

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

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

We have power over the significant activities of those VIE's in which we act as servicer of the financial assets held in the VIE. Our servicing fees are not considered significant variable interests in the VIE's; however, because we also retain a residual interest in the SPE, either in the form of a debt security or equity interest, we have an obligation to absorb losses or the right to receive benefits that are potentially significant to the SPE. Accordingly, we are the primary beneficiary of the VIE's and are required to consolidate them within our consolidated financial statements. Therefore, the finance receivables, leasing related assets, borrowings under our credit facilities and, following a securitization, the related securitization notes payable remain on the consolidated balance sheets. See Note 5 – "Finance Receivables", Note 7 – "Securitizations" and Note 8 – "Credit Facilities" for further information.

We are not required, and do not currently intend, to provide any additional financial support to SPE's. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by them and are not available to our creditors or creditors of our other subsidiaries.

Except for purchase accounting adjustments, we recognize finance charge and fee income on the receivables and interest expense on the securities issued in a securitization transaction, and record a provision for loan losses to recognize probable loan losses inherent in the finance receivables. Cash pledged to support the securitization transaction is deposited to a restricted account and recorded on our consolidated balance sheets as restricted cash – securitization notes payable, which is invested in highly liquid securities with original maturities of 90 days or less or in highly rated guaranteed investment contracts.

Property and Equipment

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

Leased Vehicles

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

Goodwill

Under the purchase method of accounting, our net assets were recorded at their estimated fair value at the date of the Merger. The excess cost of the acquisition over the fair value was recorded as goodwill. Goodwill is subject to impairment testing using a two-step process after considering a qualitative assessment. The first step of the goodwill impairment test is to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill. We have determined that we have one operating segment, thus one reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is not required. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value (i.e., the fair value of reporting unit less the fair value of the unit's assets and liabilities, including identifiable

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intangible assets) of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment charge in earnings. We perform our annual goodwill impairment analysis during the fourth quarter. Goodwill must be tested between annual tests if events or changes in circumstances indicate that the asset might be impaired.  We reviewed changes in the business climate, changes in market capitalization, legal factors, operating performance indicators and competition, among other factors and their potential impact on our fair value determination.  There have been no significant changes in any of these factors that have adversely affected any of the key assumptions used in our determination of fair value. See Note 4 - "Goodwill" for further information.

Derivative Financial Instruments

We recognize all of our derivative financial instruments as either assets or liabilities on our consolidated balance sheets at fair value. The accounting for changes in the fair value of each derivative financial instrument depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of hedging relationship identified.

Our special purpose finance subsidiaries are contractually required to purchase derivative instruments, which could include interest rate cap agreements and/or interest rate swap agreements which are explained below, as credit enhancement in connection with securitization transactions and credit facilities.

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

Interest Rate Swap Agreements

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

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

We use regression analysis to assess hedge effectiveness of our cash flow hedges on a prospective and retrospective basis. A derivative financial instrument is deemed to be effective if the X-coefficient from the regression analysis is between a range of 0.80 and 1.25. At December 31, 2012, all of our interest rate swap agreements designated as cash flow hedges fall within this range and are deemed to be effective hedges for accounting purposes. We use the hypothetical derivative method to measure the amount of ineffectiveness and a net earnings impact occurs when the change in the value of a derivative instrument does not offset the change in the value of the underlying hedged item. Ineffectiveness of our hedges is not material.

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

Interest Rate Cap Agreements

Generally, we purchase interest rate cap agreements to limit floating rate exposures on securities issued in our credit facilities. As part of our interest rate risk management strategy and when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid to purchase the interest rate cap agreement and thus retain the interest rate risk. Because the interest rate cap agreements entered into by us or our special purpose finance subsidiaries do not qualify for hedge accounting, changes in the fair value of interest rate cap agreements purchased by the special purpose finance subsidiaries and interest rate cap agreements sold by us are recorded in interest expense on our consolidated statements of income and comprehensive income.

Interest rate risk management contracts are generally expressed in notional principal or contract amounts that are much larger than the amounts potentially at risk for nonpayment by counterparties. Therefore, in the event of nonperformance by the counterparties, our credit exposure is limited to the uncollected interest and the market value related to the contracts that have

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become favorable to us. We manage the credit risk of such contracts by using highly rated counterparties, establishing risk limits and monitoring the credit ratings of the counterparties.

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

Tax Sharing Arrangement

Under the tax sharing arrangement with GM, we are responsible for our tax liabilities as if separate returns are filed. 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. As of December 31, 2012 and 2011, we have an accrued liability of $558.6 million and $300.3 million to GM, respectively. As of December 31, 2012, a difference of $0.8 million between the amounts to be paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes was reported in our consolidated financial statements through additional paid-in capital.

Income Taxes

Income taxes are accounted for using an asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, net operating loss and tax credit carryforwards. A valuation allowance is recognized if it is more likely than not that some portion or the entire deferred tax asset will not be realized.

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

Revenue Recognition

Finance Charge Income

Finance charge income related to consumer finance receivables is recognized using the interest method. Accrual of finance charge income is suspended on accounts that are more than 60 days delinquent, accounts in bankruptcy, and accounts in repossession. Payments received on non-accrual loans are first applied to any fees due, then to any interest due and, finally, any remaining amounts received are recorded to principal. Interest accrual resumes once an account has received payments bringing the delinquency status to less than 60 days past due. Fees and commissions received and direct costs of originating loans are deferred and amortized over the term of the related finance receivables using the interest method and are removed from the consolidated balance sheets when the related finance receivables are sold, charged-off or paid in full.

Finance charge income related to commercial finance receivables is recognized using the accrual method. Accrual of finance charge income is suspended on accounts that are more than 90 days delinquent, upon receipt of a bankruptcy notice from a borrower, or where reasonable doubt about the full collectability of contractually agreed upon principal and interest exist. Payments received on non-accrual loans are first applied to principal. Interest accrual resumes once an account has received payments bringing the delinquency status fully current and collection of contractual principal and interest is reasonably expected (including amounts previously charged-off) or, for TDR's, when repayment is reasonably assured based on the modified terms of the loan.

Leased Vehicle Income

Operating lease rental income for leased assets is recognized on a straight-line basis over the lease term. Net deferred origination fees or costs are amortized on a straight-line basis over the life of the lease.

Parent Company Stock Based Compensation

We measure and record compensation expense for parent company stock based compensation awards based on the award's estimated fair value. We record compensation expense over the applicable vesting period of an award.

Salary stock awards granted are fully vested and nonforfeitable upon grant, therefore, compensation cost is recorded on the date of grant.

For fiscal 2012 and 2011, we recorded total stock based compensation expense of $16.5 million ($10.2 million net of tax) and $17.1 million ($10.6 million net of tax), respectively.

Stock Based Compensation – Predecessor

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

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

The excess tax benefit of the stock based compensation expense related to the exercise of stock options of $0.4 million, and $1.1 million for the three months ended September 30, 2010 and fiscal 2010, respectively, has been included in other net changes as a cash inflow from financing activities on the consolidated statements of cash flows.

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

	Predecessor
	Year Ended June 30, 2010
Expected dividends	0
Expected volatility	65.7	%
Risk-free interest rate	1.2	%
Expected life	1.4 years

For the three months ended September 30, 2010, there were no options granted or modified.

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

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

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

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

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

Related Party Transactions

We offer loan and lease finance products through GM-franchised 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 December 31, 2012 and 2011, we had related party receivables from GM in the amount of $20.8 million and $37.4 million, respectively, under the subvention program. We also had $45.6 million at December 31, 2012 in outstanding loans to dealers that are majority-owned and consolidated by GM, in connection with our commercial lending program.

2. Financial Statement Effects of the Merger

Purchase Price Allocation

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

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

The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The goodwill amount was $1.1 billion.

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In accordance with the accounting for goodwill, goodwill is not amortized to net income, but is required to be tested for impairment at least annually. See Note 4 – "Goodwill" for additional information.

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

Assets:	September 30, 2010			Adjustments			October 1, 2010
Cash and cash equivalents	$	537,529					$	537,529
Restricted cash – securitization notes payable	975,942						975,942
Restricted cash – credit facilities	134,468						134,468
Finance receivables	8,675,575			$	(444,832	)	8,230,743
Allowance for loan losses	(528,489		)	528,489
Finance receivables, net	8,147,086			83,657			8,230,743
Property and equipment	36,592			10,282			46,874
Leased vehicles, net	54,730			(1,223		)	53,507
Deferred income taxes	77,999			101,102			179,101
Other assets	143,064			(25,917		)	117,147
Goodwill				1,094,923			1,094,923
Total assets	$	10,107,410		$	1,262,824		$	11,370,234
Liabilities:
Credit facilities	$	617,415		$	3,684		$	621,099
Senior notes	70,620			1,810			72,430
Convertible senior notes	419,693			42,015			461,708
Securitization notes payable	6,273,224			135,404			6,408,628
Other liabilities	275,837			76,615			352,452
Total liabilities	7,656,789			259,528			7,916,317
Shareholder's equity:
Common Stock	1,378			(1,378		)
Additional paid-in capital	321,576			(321,576		)
Accumulated other comprehensive income	17,153			(17,153		)
Retained earnings	2,150,480			(2,150,480		)
	2,490,587			(2,490,587		)
Treasury stock	(39,966		)	39,966
Total shareholder's equity	2,450,621			(2,450,621		)
Total liabilities and shareholder's equity	$	10,107,410		$	(2,191,093	)	$	7,916,317
Purchase price							$	3,453,917

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

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

_________________ 

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

4. Goodwill

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

On April 1, 2011, we acquired FinanciaLinx Corporation ("FinanciaLinx"), an independent auto lease provider in Canada. The total consideration we paid in the all-cash transaction was approximately $9.6 million. Purchase accounting for the acquisition resulted in goodwill of $13.8 million.

We performed goodwill impairment testing as of October 1, 2012, in accordance with the policy described in Note 1 - "Summary of Significant Accounting Policies - Goodwill". The impairment testing resulted in no impairment.

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

	Successor
	Year Ended December 31, 2012		Year Ended December 31, 2011
Balance at beginning of the period	$	1,107,982	$	1,094,923
Acquisition			13,773
Foreign currency translation	296		(714		)
Balance at end of the period	$	1,108,278	$	1,107,982

5. Finance Receivables

Finance receivables consist of the following (in thousands):

	Successor
Consumer	December 31, 2012			December 31, 2011
Pre-acquisition consumer finance receivables - outstanding balance	$	2,161,863		$	4,366,075
Pre-acquisition consumer finance receivables - carrying value	$	1,958,204		$	4,027,361
Post-acquisition consumer finance receivables, net of fees	8,830,914			5,313,899
	10,789,118			9,341,260
Less: allowance for loan losses on post-acquisition consumer finance receivables	(344,740		)	(178,768		)
Total consumer finance receivables, net	10,444,378			9,162,492
Commercial
Commercial finance receivables, net of fees	559,999
Less: allowance for loan losses	(6,103		)
Total commercial finance receivables, net	553,896
Total finance receivables, net	$	10,998,274		$	9,162,492

Consumer Finance Receivables

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Pre-acquisition consumer finance receivables, carrying value, beginning of period	$	4,027,361		$	7,299,963		$	8,230,743		$	8,733,518		$	10,927,969
Post-acquisition consumer finance receivables, net of fees, beginning of period	5,313,899			923,713
	9,341,260			8,223,676
Loans purchased	5,578,839			5,084,800			934,812			959,004			2,137,620
Charge-offs	(304,293		)	(66,080		)				(217,520		)	(1,249,298		)
Principal collections and other	(3,657,008		)	(3,418,088		)	(763,883		)	(799,427		)	(3,082,773		)
Change in carrying value adjustment on the pre-acquisition finance receivables	(169,680		)	(483,048		)	(177,996		)
Balance at end of period	$	10,789,118		$	9,341,260		$	8,223,676		$	8,675,575		$	8,733,518

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

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The accrual of finance charge income has been suspended on $503.2 million, and $439.4 million of consumer finance receivables (based on contractual amount due) as of December 31, 2012, and 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 fiscal years 2012 and 2011, 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 and $260.9 million, respectively, we transferred this excess from the non-accretable difference 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):

	Successor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010
Balance at beginning of period	$	737,464		$	1,201,178		$	1,436,012
Accretion of accretable yield	(503,092		)	(724,650		)	(234,834		)
Transfer from non-accretable difference	169,634			260,936
Balance at end of period	$	404,006		$	737,464		$	1,201,178

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

	Successor								Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Balance at beginning of period	$	178,768		$	26,352				$	573,310		$	890,640
Provision for loan losses	297,589			178,372			$	26,352	74,618			388,058
Charge-offs	(304,293		)	(66,080		)			(217,520		)	(1,249,298		)
Recoveries	172,676			40,124					98,081			543,910
Balance at end of period	$	344,740		$	178,768		$	26,352	$	528,489		$	573,310

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Credit Risk

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

	Successor
	December 31, 2012				December 31, 2011
	Amount		Percent		Amount		Percent
FICO Score less than 540	$	3,010,927	27.4	%	$	2,133,361	22.0	%
FICO Score 540 to 599	5,013,812		45.6		4,166,988		43.1
FICO Score 600 to 659	2,513,153		22.9		2,623,882		27.1
FICO Score 660 and greater	454,885		4.1		755,743		7.8
Balance at end of period(a)	$	10,992,777	100.0	%	$	9,679,974	100.0	%

_________________ 

(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):

	Successor
	December 31, 2012				December 31, 2011
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
Delinquent contracts:
31 to 60 days	$	672,580	6.1	%	$	517,083	5.3	%
Greater than 60 days	229,879		2.1		181,691		1.9
	902,459		8.2		698,774		7.2
In repossession	30,906		0.3		26,824		0.3
	$	933,365	8.5	%	$	725,598	7.5	%

Impaired Consumer Finance Receivables - Troubled Debt Restructurings

Consumer finance 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 December 31, 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.

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The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance as of December 31, 2012 is shown below (in thousands):

	Successor
	December 31, 2012
Outstanding recorded investment	$	228,320
Less: allowance for loan losses	(32,575		)
Outstanding recorded investment, net of allowance	$	195,745
Unpaid principal balance	$	231,844

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

Finance charge income from loans classified 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):

	Successor
	Year Ended December 31, 2012
Average recorded investment	$	101,574
Finance charge income recognized	11,081

The following table provides information on loans at the time they became classified as TDRs (dollars in thousands):

	Successor
	Year Ended December 31, 2012
	Number of Accounts	Amount
Recorded investment	12,882	$	242,521

A redefault is when an account meets the requirements for evaluation under our charge-off policy (see Note 1 - "Summary of Significant Accounting Policies" 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 TDR (in thousands):

	Successor
	Year Ended December 31, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	3,742

Commercial Finance Receivables

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

	Successor
	Year Ended December 31, 2012
Loans funded	$	1,227,287
Principal collections and other	(667,288		)
Balance at end of period	$	559,999

There were no commercial receivables on non-accrual status as of December 31, 2012.

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

	Successor
	Year Ended December 31, 2012
Provision for loan losses	$	6,103
Balance at end of period	$	6,103

Credit Risk

We extend wholesale credit to dealers primarily in the form of approved lines of credit to purchase new GM vehicles as well as used vehicles.  Each commercial lending request is evaluated, taking into consideration the borrower's financial condition and the underlying collateral for the loan.

We use a proprietary model to assign each dealer a risk rating.  This model uses historical performance data to identify key factors about a dealer that we consider significant in predicting a dealer's ability to meet its financial obligations.  We also consider numerous other financial and qualitative factors including capitalization and leverage, liquidity and cash flow, profitability and credit history. 

We regularly review our model to confirm the continued business significance and statistical predictability of the factors and update the model to incorporate new factors or other information that improves its statistical predictability.  In addition, we verify the existence of the assets collateralizing the receivables by physical audits of vehicle inventories, which are performed with increased frequency for higher risk (i.e., Group III and Group IV) dealers.  We perform a credit review of each dealer at least annually and adjust the dealer's risk rating, if necessary.

Dealers are assigned to five groups according to their risk rating as follows:

•Group I - Dealers with strong to superior financial metrics

•Group II - Dealers with fair to favorable financial metrics

•Group III - Dealers with marginal to weak financial metrics

•Group IV - Dealers with poor financial metrics

•Group V - Dealers with loans classified as uncollectible

For Group V dealers, we suspend their credit lines and no further funding is extended to these dealers. 

Performance of our commercial finance receivables is evaluated based on our internal dealer risk rating analysis, as payment for wholesale receivables is generally not required until the dealer has sold the vehicle inventory.  Wholesale and dealer loan receivables with the same dealer customer share the same risk rating.

A summary of the credit risk profile by dealer grouping of the commercial finance receivables is as follows (in thousands):

	Successor
	December 31, 2012
Group I	$	98,417
Group II	278,403
Group III	171,008
Group IV	12,171
Group V
	$	559,999

Delinquency

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due.

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At December 31, 2012, all commercial receivables were current with respect to payment status.

Impaired Commercial 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 December 31, 2012, there were no outstanding commercial receivables classified as TDRs.

6. Leased Vehicles

Leased vehicles consist of the following (in thousands):

	Successor
	December 31, 2012			December 31, 2011
Leased vehicles	$	2,282,880		$	1,012,637
Manufacturer incentives	(307,256		)	(125,681		)
	1,975,624			886,956
Less: accumulated depreciation	(272,753		)	(77,303		)
Less: purchase accounting discount	(4		)	(162		)
	$	1,702,867		$	809,491

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

	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Balance at beginning of period	$	886,956		$	51,515		$	54,730		$	190,300		$	239,646
Leased vehicles purchased	1,342,818			1,000,200			11,371
Leased vehicles returned - end of term	(76,052		)	(28,723		)	(14,041		)	(75,986		)	(45,040		)
Leased vehicles returned - default	(7,492		)	(1,139		)	(545		)	(850		)	(4,306		)
Manufacturer incentives	(180,462		)	(126,520		)
Foreign currency translation adjustment	9,856			(8,377		)
Balance at end of period	$	1,975,624		$	886,956		$	51,515		$	113,464		$	190,300

Our Canadian subsidiary originates and sells leases for a third party with servicing retained. As of December 31, 2012 and 2011, this subsidiary was servicing $625.0 million and $995.0 million, respectively, 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 2013		Fiscal 2014		Fiscal 2015		Fiscal 2016		Fiscal 2017
Minimum rental payments under operating leases	$	331,448	$	274,140	$	159,647	$	33,011	$	1,657

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7. Securitizations

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

	Successor						Predecessor
	For the Year Ended December 31, 2012		For the Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		For the Year Ended June 30, 2010
Receivables securitized	$	6,776,799	$	4,827,620	$	742,708	$	1,164,267	$	2,843,308
Net proceeds from securitization	6,400,000		4,550,000		700,000		1,050,000		2,352,493
Servicing fees(a)	242,145		200,889		46,229		43,663		196,304
Net distributions from Trusts	1,486,820		852,359		216,004		110,930		424,161

_________________ 

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

8. Credit Facilities

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

	Successor
	December 31, 2012		December 31, 2011
Syndicated warehouse facility			$	621,257
Lease warehouse facility – Canada	$	354,203	181,314
Medium term note facility			293,528
Wachovia funding facility			3,292
	$	354,203	$	1,099,391

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Further detail regarding terms and availability of the credit facilities^(a) as of December 31, 2012, is as follows (in thousands):

Facility	Facility Amount		Advances Outstanding		Assets Pledged (f)		Restricted Cash Pledged (g)
Syndicated warehouse facility(b)	$	2,500,000					$	300
Lease warehouse facility – U.S.(c)	600,000
Lease warehouse facility – Canada(d)	803,455		$	354,203	$	540,399	2,609
GM Related Party Credit Facility(e)	300,000
			$	354,203	$	540,399	$	2,909

_________________ 

(a) Does not include available borrowings on the GM Revolving Credit Facility. We may borrow against this facility for strategic initiatives and for general corporate purposes. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our or our subsidiaries' assets secure this facility. There were no borrowings on this facility in fiscal 2012.

(b) In May 2013, when the revolving period ends, and if the facility is not renewed, any 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.

(c) In January 2013, the facility was renewed and extended to May 2014. In May 2014 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 November 2019 when any outstanding balance will be due and payable.

(d) 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$352.7 million, assets pledged of C$538.1 million and restricted cash pledged of C$2.6 million at December 31, 2012.

(e) In August 2012, we renewed the GM Related Party Credit Facility ("GM Related Party Credit Facility") with GM Holdings, with a maturity date of September 2013.

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

(g) These amounts do not include cash collected on finance receivables and leasing related assets pledged of $11.9 million, which is also included in restricted cash – credit facilities on the consolidated balance sheets.

Our syndicated warehouse and lease warehouse facilities with participating banks provide financing either directly or through institutionally managed commercial paper conduits. 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 bank participants or agents, collateralized by such finance and lease contracts and cash. The bank participants or 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 bank participants or agents. In the syndicated warehouse and lease warehouse – Canada 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 Related Party 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 December 31, 2012, we were in compliance with all covenants in our credit facilities.

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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 fiscal 2012 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.44	%	$	80,727	$	621,257
Lease warehouse facility – Canada(a)	2.70	%	298,212		370,076

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$296.9 million and C$368.5 million, respectively.

There were no borrowings or repayments on the lease warehouse facility – U.S., the GM Related Party Credit Facility or the GM Revolving Credit Facility during fiscal 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 fiscal 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.56	%	$	296,576	$	826,859
Lease warehouse facility – U.S.	1.60	%	24,027		182,749
Lease warehouse facility – Canada(a)	2.69	%	40,849		181,314

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$41.6 million and C$184.6 million, respectively.

There were $200.0 million in borrowings and repayments on the GM Related Party Credit Facility during fiscal 2011.

Debt issuance costs are amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $4.5 million and $6.6 million as of December 31, 2012 and 2011, respectively, are included in other assets.

9. Securitization Notes Payable

Securitization notes payable represents debt issued by us in securitization transactions. In connection with the Merger, we recorded a purchase accounting premium that is being amortized to interest expense over the expected term of the notes. Amortization for fiscal 2012 and 2011 and for the three months ended December 31, 2010 was $31.3 million, $64.7 million and $25.7 million respectively. At December 31, 2012 and 2011, unamortized purchase accounting premium of $11.2 million and $42.4 million is included in securitization notes payable. Debt issuance costs of $26.1 million and $16.3 million, as of December 31, 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.

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Securitization notes payable 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 December 31, 2012		Note Balance at December 31, 2011
2006	January 2014			$	1,200,000			5.4	%								$	63,293
2007	October 2013	-	March 2016	1,000,000		-	1,500,000	5.2	%	-	5.5	%					793,732
2008	January 2015	-	April 2015	500,000				8.7	%	-	10.5	%	$	147,026	$	24,126	171,224
2009	January 2016	-	July 2017	227,493		-	725,000	2.7	%	-	7.5	%	207,409		159,832		297,522
2010	July 2017	-	April 2018	200,000		-	850,000	2.2	%	-	3.8	%	1,229,587		1,095,208		1,756,455
2011	July 2018	-	March 2019	800,000		-	1,000,000	2.4	%	-	2.9	%	2,728,474		2,518,578		3,813,191
2012(b)	June 2019	-	May 2020	800,000		-	1,300,000	1.4	%	-	2.9	%	5,589,512		5,214,414
													$	9,902,008	9,012,158		6,895,417
Purchase accounting premium															11,150		42,424
Total															$	9,023,308	$	6,937,841

_________________ 

(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. Expected principal payments are $3,406.2 million in fiscal 2013, $2,324.0 million in fiscal 2014, $1,771.6 million in fiscal 2015, $1,073.2 million in fiscal 2016 and $437.8 million in fiscal 2017.

(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.

10. Senior Notes

Senior notes consist of the following (in thousands):

	Successor
	December 31, 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 $17.2 million and $7.0 million at December 31, 2012 and 2011, respectively, 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.

In August 2012, we issued $1.0 billion of 4.75% senior notes which are due in August 2017, with interest payable semiannually.

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 Securities and Exchange Commission ("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.

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In June 2011, we issued $500 million of 6.75% senior notes which are due in June 2018, with interest payable semiannually.

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 23 - "Guarantor Consolidating Financial Statements" for further discussion.

11. Derivative Financial Instruments and Hedging Activities

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

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

	Successor
	December 31, 2012				December 31, 2011
	Notional		Fair Value(b)		Notional		Fair Value(b)
Assets
Interest rate swaps(a)	$	24,126	$	133	$	509,561	$	2,004
Interest rate caps(a)	750,983		386		1,512,793		4,548
Total assets	$	775,109	$	519	$	2,022,354	$	6,552
Liabilities
Interest rate swaps	$	24,126	$	133	$	509,561	$	6,440
Interest rate caps	750,983		394		1,470,856		4,768
Total liabilities	$	775,109	$	527	$	1,980,417	$	11,208

_________________ 

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

(b) See Note 12 - "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 loss as of December 31, 2012 and 2011, respectively. The ineffectiveness gain (loss) related to the interest rate swap agreements was $(0.1) million for fiscal 2012, $1.1 million for fiscal 2011, $(1.1) million for the three months ended December 31, 2010, $(0.1) million for the three months ended September 30, 2010 and $0.4 million for fiscal 2010, respectively. We estimate the remaining amount of unrealized losses included in accumulated other comprehensive loss will be reclassified into earnings within the next twelve months.

Interest rate swap agreements not designated as hedges had a change in fair value which resulted in gains (losses) of $0.2 million for fiscal 2012, $(1.7) million for fiscal 2011, $1.2 million for the three months ended December 31, 2010, $5.4 million for the three months ended September 30, 2010 and $12.6 million for fiscal 2010 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 December 31, 2012 and 2011, these restricted cash accounts totaled $4.2 million and $35.5 million, respectively, and are included in other assets on the consolidated balance sheets.

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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
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Non-designated hedges:
Interest rate contracts(a)	$	362		$	(1,701	)	$	1,060		$	5,478		$	13,248
Foreign currency exchange derivatives(b)				2,125			(535		)	(383		)	(1,206		)
	$	362		$	424		$	525		$	5,095		$	12,042
Designated hedges:
Interest rate contracts(a)	$	(120	)	$	1,090		$	(1,092	)	$	(85	)	$	394
	Losses Recognized In Accumulated Other Comprehensive (Loss) Income
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Designated hedges:
Interest rate contracts	$	(66	)	$	(50	)	$	(464	)	$	(8,218	)	$	(36,761	)
	Income (Losses) Reclassified From Accumulated Other Comprehensive (Loss) Income Into Income
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Designated hedges:
Interest rate contracts(a)	$	2,383		$	(2,902	)	$	(52	)	$	(14,473	)	$	(80,067	)

_________________ 

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

(b) There were no outstanding foreign currency exchange derivatives at December 31, 2012. Income (losses) recognized in earnings is included in operating expenses.

12. Fair Values of Assets and Liabilities

ASC 820, Fair Value Measurements, provides a framework for measuring fair value under U.S. 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

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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.

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. 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):

	December 31, 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)	$	1,830,261					$	1,830,261
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	386			386
Interest rate swaps(iii)					$	133	133
Total assets	$	1,830,261	$	386	$	133	$	1,830,780
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps(iii)					$	133	$	133
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	394			394
Total liabilities	$		$	394	$	133	$	527

_________________ 

(a) Excludes cash in banks of $227.7 million.

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	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.

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The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for fiscal 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and fiscal 2010 (in thousands):

	Successor									Predecessor
	December 31, 2012			December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			June 30, 2010
Assets
Interest rate swap agreements
Balance at the beginning of period	$	2,004		$	23,058		$	27,364		$	26,194		$	24,267
Total realized and unrealized gains (losses)
Included in earnings	152			(1,676		)	1,194			5,417			12,595
Settlements	(2,023		)	(19,378		)	(5,500		)	(4,247		)	(10,668		)
Balance at the end of period	$	133		$	2,004		$	23,058		$	27,364		$	26,194
Investment in money market fund
Balance at the beginning of period													$	8,027
Total realized and unrealized gains (losses)
Included in earnings													2,020
Settlements													(10,047		)
Balance at the end of period	$			$			$			$			$
Liabilities - Interest rate swap agreements
Balance at the beginning of period	$	(6,440	)	$	(46,797	)	$	(60,895	)	$	(70,421	)	$	(131,885	)
Total realized and unrealized (losses) gains
Included in earnings	(120		)	1,090			(1,092		)	(85		)	394
Included in other comprehensive income	(66		)	(50		)	(464		)	(8,218		)	(36,761		)
Settlements	6,493			39,317			15,654			17,829			97,831
Balance at the end of period	$	(133	)	$	(6,440	)	$	(46,797	)	$	(60,895	)	$	(70,421	)

13. Commitments and Contingencies

Leases

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

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

	Successor						Predecessor
	For the Year Ended December 31, 2012		For the Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		For the Year Ended June 30, 2010
Lease expense	$	12,639	$	11,943	$	2,710	$	2,788	$	12,948

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

2013	$	15,194
2014	14,547
2015	12,761
2016	11,538
2017	9,714
Thereafter	11,283
	$	75,037

Concentrations of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk are primarily cash equivalents, restricted cash, derivative financial instruments and finance receivables. Our cash equivalents and restricted cash represent investments in highly rated securities placed through various major financial institutions and highly rated investments in guaranteed investment contracts. The counterparties to our derivative financial instruments are various major financial institutions.

Consumer finance receivables represent contracts with consumers residing throughout the United States and, to a limited extent, in Canada, with borrowers located in Texas accounting for 15% of the portfolio as of December 31, 2012. No other state accounted for more than 10% of consumer finance receivables. As of December 31, 2012, all of our commercial finance receivables represent loans to GM-franchised dealerships and their affiliates.

Guarantees of Indebtedness

The payments of principal and interest on our senior notes are guaranteed by our principal operating subsidiary. As of December 31, 2012 and 2011, the par value of the senior notes was $1,500.0 million and $500.0 million, respectively. See Note 23 – "Guarantor Consolidating Financial Statements".

Legal Proceedings

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and/or shareholders. As the assignee of finance contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities. However, any adverse resolution of litigation pending or threatened against us could have a material affect on our financial condition, liquidity and results of operations. With respect to its current litigation, at this time, we believe that the possibility of a material judgment adverse to us is remote and no estimate of range can be made for loss contingencies that are at least reasonably possible but not accrued.

14. Parent Company Stock Based Compensation

Our parent company has certain stock based compensation plans for employees and key executive officers. Restricted Stock Units ("RSUs") awards granted under these plans are valued at the grant date fair value of GM common stock.

Long-Term Incentive Plan

The RSUs granted vest ratably over a three-year service period, as defined in the terms for each award. We have elected to record compensation expense for these RSUs on a straight-line basis over the entire vesting period.

Salary Stock

In the fiscal 2012 and 2011 a portion of each participant's salary was accrued on each salary payment date and converted to RSUs on a quarterly basis. The awards are fully vested and nonforfeitable upon grant, therefore compensation cost is recognized on the date of grant. In March 2012 the plan was amended to provide for cash settlement of awards. As a result these awards will now settle in cash and we reclassified $14.7 million from additional paid-in capital to accounts payable and accrued expenses and operating expenses. The liability for these awards is remeasured to fair value at the end of each reporting period. Prior to this amendment it was GM's policy to issue new shares upon settlement of these awards.

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The following table summarizes information about RSUs granted to our employees and key executive officers under the parent company stock based compensation programs (RSUs in thousands):

	Successor
	Year Ended December 31, 2012
	Shares		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term
Outstanding at beginning of period	919		$	25.24	0.8
Granted	698		22.08
Forfeited or expired	(10	)	30.23
Settled	(189	)	27.84
Outstanding at end of period	1,418		$	23.17	0.8
RSUs unvested and expected to vest at December 31, 2012	511		$	24.40	2.1
RSUs vested and payable at December 31, 2012	884		$	22.44

For fiscal 2012 and 2011, we recorded total stock based compensation expense of $16.5 million ($10.2 million net of tax) and $17.1 million ($10.6 million net of tax), respectively.

As of December 31, 2012, unamortized compensation expense related to the RSUs was $10.0 million.

The total fair value of RSU's vested in fiscal 2012 and 2011 was $9.4 million and $15.7 million, respectively.

In fiscal 2012, total payments for 111,000 RSU's settled in cash under stock incentive plans were $2.5 million.

15. Stock Based Compensation – Predecessor

General

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

Stock Options

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

Employee Plans

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010				Year Ended June 30, 2010
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period	1,324		$	20.75	2,106		$	18.02
Granted					42		20.96
Exercised	(17	)	13.59		(757	)	13.44
Canceled/forfeited	(30	)	23.47		(67	)	17.56
Outstanding at end of period	1,277		$	20.75	1,324		$	20.75
Options exercisable at end of period					1,033		$	23.81
Weighted average fair value of options granted during period							$	10.79

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

Non-Employee Director Plans

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

	Predecessor
	Year Ended June 30,
	2010
	Shares		Weighted Average Exercise Price
Outstanding at beginning of year	80		$	17.81
Exercised	(80	)	17.81
Outstanding and exercisable at end of year			$

Cash received from exercise of options for fiscal 2010 was $1.4 million. The total intrinsic value of options exercised during fiscal 2010 was $0.03 million.

Restricted Stock Based Grants

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

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Nonvested at beginning of period	1,810		2,253
Granted			415
Vested	(1,051	)	(555	)
Forfeited	(165	)	(303	)
Nonvested at end of period	594		1,810

16. Employee Benefit Plans

We have a defined contribution retirement plan covering substantially all employees. We recognized $6.6 million, $4.7 million, $0.8 million, $1.0 million and $1.4 million in compensation expense for fiscal 2012 and 2011, the three months ended December 31, 2010, three months ended September 30, 2010, and for fiscal 2010, respectively. Contributions to the plan were made in cash.

Our predecessor also had an employee stock purchase plan that allowed participating employees to purchase, through payroll deductions, shares of our common stock at 85% of the market value at specified dates. A total of 8.0 million shares had been reserved for issuance under the plan. We recognized $1.1 million and $3.7 million in compensation expense for the three months ended September 30, 2010 and for fiscal 2010, respectively, related to this plan. As of June 30, 2010, unamortized compensation expense related to the employee stock purchase plan was $1.1 million. As a result of the Merger, this plan was terminated.

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17. Income Taxes

For financial reporting purposes, income before income taxes includes the following components (in thousands):

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period from July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
U.S. income	$	732,430	$	610,351	$	127,779	$	89,246	$	354,848
Non-U.S. income (loss)	11,786		11,467		1,487		1,390		(1,409		)
Income before income taxes	$	744,216	$	621,818	$	129,266	$	90,636	$	353,439

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period from July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Current:
U.S. federal	$	255,006		$	156,247		$	20,111		$	38,307		$	150,519
U.S. state and local	22,890			28,266			19,673			764			8,510
Non-U.S.	568			1,542			(6,518		)	(187		)	(1,569		)
Total current	278,464			186,055			33,266			38,884			157,460
Deferred:
U.S. federal	(4,561		)	51,317			30,522			(2,230		)	(28,589		)
U.S. state and local	5,191			(1,544		)	(14,986		)	2,609			4,938
Non-U.S.	1,996			463			5,831			73			(916		)
Total deferred	2,626			50,236			21,367			452			(24,567		)
Total income tax provision	$	281,090		$	236,291		$	54,633		$	39,336		$	132,893

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

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
U.S. statutory tax rate	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%
State and other income taxes	1.2		1.3		1.2		0.9		0.9
Uncertain tax positions	1.2		1.1		1.7		1.6		1.1
Non-deductible acquisition expenses			0.1		4.6		4.5
Other	0.4		0.5		(0.2	)	1.4		0.6
	37.8	%	38.0	%	42.3	%	43.4	%	37.6	%

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Deferred Income Tax Assets and Liabilities

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

	Successor
	December 31, 2012		December 31, 2011
Deferred tax assets:
Purchase accounting adjustment – fair value	$	30,267	$	97,384
Basis difference in loan portfolio	110,669
Income tax benefits from uncertain tax positions	40,167		37,882
Net operating loss carryforward – Canada	21,146		4,609
Net operating loss carryforward – states	2,389		1,676
Borrowing costs	10,178		9,502
Purchase accounting premium – payables	4,569		16,468
Other	35,483		15,053
Total deferred tax assets before valuation allowance	254,868		182,574
Less: valuation allowance			(1,222		)
Total net deferred tax assets	254,868		181,352
Deferred tax liabilities:
Depreciable assets	71,043		10,689
Fee income	31,099		28,883
Capitalized direct loan origination costs	16,566		9,668
Intangible assets	12,559		6,938
Deferred gain on debt repurchase	7,791		9,303
Basis difference in loan portfolio			3,045
Other	8,735		4,142
Total deferred tax liabilities	147,793		72,668
Net deferred tax asset	$	107,075	$	108,684

We have state net operating loss (“NOL”) carryforwards resulting in a deferred tax asset of $2.4 million. The NOLs have carryforward periods ranging from 5 years to 20 years. Any specific NOL carryforwards that remain unused will expire between 2013 and 2032.

We have Canadian NOL carryforwards resulting in a deferred tax asset of $21.1 million. The NOLs have a carryforward period of 20 years. Any specific NOL carryforwards that remain unused will expire between 2029 and 2032.

Valuation Allowance

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

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

Based upon our review of all positive and negative evidence in existence at December 31, 2012, management believes it is more likely than not that all deferred tax assets will be fully realized. Accordingly, no valuation allowance has been provided on deferred tax assets.

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Uncertain Tax Positions

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Gross unrecognized tax benefits at beginning of period	$	48,056		$	127,642		$	139,068		$	42,502	$	34,971
Increase in tax positions for prior years	978			471			131					3,186
Decrease in tax positions for prior years	(1,934		)	(91,195		)	(12,012		)			(4,901		)
Increase in tax positions for current year	9,522			11,381			455			174		12,907
Lapse of statute of limitations	(286		)	(243		)						(218		)
Settlements	(2,946		)									(3,443		)
Gross unrecognized tax benefits at end of period	$	53,390		$	48,056		$	127,642		$	42,676	$	42,502

At December 31, 2012, 2011, 2010, September 30, 2010 and June 30, 2010, the amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate is $28.1 million, $26.5 million, $21.4 million, $18.5 million and $17.6 million, respectively.

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

At December 31, 2012, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by $0.02 million to $9.4 million in the next twelve months due to settlements or the expiration of statutes of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

We recognize accrued interest and penalties associated with uncertain tax positions as a component of the income tax provision. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.

The changes regarding interest and penalties associated with uncertain tax positions are as follows (in thousands):

	Successor							Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Accrued Interest
Balance at beginning of period	$	21,379	$	18,947	$	16,030		$	12,097	$	10,312
Changes	3,244		2,432		2,917			966		1,785
Balance at end of period	$	24,623	$	21,379	$	18,947		$	13,063	$	12,097
Accrued Penalties
Balance at beginning of period	$	9,965	$	9,063	$	9,102		$	8,474	$	7,887
Changes	2,014		902		(39		)	199		587
Balance at end of period	$	11,979	$	9,965	$	9,063		$	8,673	$	8,474

Other Matters

Since October 1, 2010, we have been included in GM's consolidated U.S. federal income tax returns. These tax years are subject to examination by the Internal Revenue Service ("IRS"). Similarly, we also file unitary, combined or consolidated state and local tax returns with GM in certain jurisdictions. We continue to file separate returns in those state, local and foreign taxing jurisdictions where filing a separate return is mandated. Prior to October 1, 2010, we filed income tax returns with the U.S. federal government and with various state, local and foreign jurisdictions. Our federal income tax returns for fiscal 2006

85

through 2010 are under audit by the IRS. 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.

For taxable income recognized by us in any period beginning on or after October 1, 2010, we are obligated to pay GM for our share of the consolidated federal and state tax liabilities. Likewise, GM is obligated to reimburse us for the tax effects of net operating losses to the extent such losses could be carried back as if we had filed separate income tax returns. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. 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 cannot exceed $650 million. Any difference between the amounts paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes is reported in our consolidated financial statements as additional paid-in capital. As of December 31, 2012, a cumulative difference of $0.8 million between the amounts to be paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes was reported in our consolidated financial statements through additional paid-in capital. As of December 31, 2012, we have recorded related party taxes payable to GM in the amount of $558.6 million, representing the tax effects of income earned subsequent to the Merger.

18. Earnings per Share – Predecessor

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010
			Year Ended June 30, 2010
Net income	$	51,300	$	220,546
Basic weighted average shares	135,232,827		133,845,238
Incremental shares resulting from assumed conversions:
Stock based compensation and warrants	5,069,928		4,334,707
Diluted weighted average shares	140,302,755		138,179,945
Earnings per share:
Basic	$	0.38	$	1.65
Diluted	$	0.37	$	1.60

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

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

Diluted earnings per share was computed by dividing net income by the diluted weighted average shares, including incremental shares. The treasury stock method was used to compute the assumed incremental shares related to our outstanding stock-based compensation and warrants. The average common stock market prices for the periods were used to determine the number of incremental shares. Options to purchase 0.7 million shares of common stock for fiscal 2010 were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares. Warrants to purchase 18.8 million shares of common stock for fiscal 2010 were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares.

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19. Supplemental Cash Flow Information

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

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Interest costs (none capitalized)	$	298,432	$	283,616	$	66,399	$	90,490	$	446,699
Income taxes	12,083		4,892		16,974		28,904		190,825

We had a non-cash investing activity as the result of the receivable from the GM subvention program for fiscal 2012 and 2011 of $20.8 million and $37.4 million, respectively.

Cash payments related to income taxes do not include $280.0 million in income tax refunds received during fiscal 2010.

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

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Unrealized gains (losses) on cash flow hedges:
Balance at beginning of period	$	1,545		$	(261	)				$	(34,818	)	$	(62,509	)
Change in fair value associated with current period hedging activities, net of taxes of $(23), $646, $(170), $(3,001) and $(13,333), respectively	(43		)	(696		)	$	(294	)	(5,217		)	(23,428		)
Reclassification into earnings, net of taxes of $(876), $400, $19, $5,285 and $28,948, respectively	(1,507		)	2,502			33			9,188			51,119
Balance at end of period	(5		)	1,545			(261		)	(30,847		)	(34,818		)
Foreign currency translation adjustment:
Balance at beginning of period	(9,162		)	1,819						46,688			41,410
Translation gain (loss) net of taxes of $0, $0, $0, $743 and $2,952, respectively	5,913			(10,981		)	1,819			1,312			5,278
Balance at end of period	(3,249		)	(9,162		)	1,819			48,000			46,688
Total accumulated other comprehensive (loss) income	$	(3,254	)	$	(7,617	)	$	1,558		$	17,153		$	11,870

21. 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.

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

			December 31, 2012				December 31, 2011
		Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a)	1	$	1,289,494	$	1,289,494	$	572,297	$	572,297
Finance receivables, net	(b)	3	10,998,274		11,313,481		9,162,492		9,385,851
Restricted cash – securitization notes payable	(a)	1	728,908		728,908		919,283		919,283
Restricted cash – credit facilities	(a)	1	14,808		14,808		136,556		136,556
Restricted cash – other	(a)	1	24,774		24,774		59,136		59,136
Interest rate swap agreements	(d)	3	133		133		2,004		2,004
Interest rate cap agreements purchased	(d)	2	386		386		4,548		4,548
Financial liabilities:
Syndicated and lease warehouse facilities	(c)	2	354,203		354,203		802,571		802,571
Medium term note facility and Wachovia funding facility	(d)	3					296,820		296,542
Securitization notes payable
Securitization notes payable	(d)	1	8,533,321		8,669,106		6,937,841		6,945,865
Private securitization 2012-PP1	(e)	3	489,987		502,332
Senior notes	(d)	2	1,500,000		1,620,000		500,000		510,000
Convertible senior notes	(d)	2					500		500
Interest rate swap agreements	(d)	3	133		133		6,440		6,440
Interest rate cap agreements sold	(d)	2	394		394		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 or less.

(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.

(e) 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 inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

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

88

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 used 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.

22. Quarterly Financial Data (unaudited)

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

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Year Ended December 31, 2012 - Successor
Total revenue	$	431,403	$	486,511	$	514,517	$	528,104
Income before income taxes	181,242		216,731		200,649		145,594
Net income	112,279		136,295		123,948		90,604
Year Ended December 31, 2011 - Successor
Total revenue	$	295,167	$	329,885	$	390,681	$	394,255
Income before income taxes	130,236		144,021		177,446		170,115
Net income	77,238		95,818		108,807		103,664

23. GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

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 ("the Guarantor") and none of our other subsidiaries (the "Non-Guarantor 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 December 31, 2011 and the year ended December 31, 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, 2012, and 2011 and for the years ended December 31, 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and the year ended June 30, 2010.

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

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 and for the year ended December 31, 2011. The errors are related to the allocation of carrying value adjustments, as well as certain intercompany equity transactions, between General Motors Financial Company, Inc., the Guarantor and 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, or for the year ended December 31, 2011.

89

	December 31, 2011
	(in thousands)
	General Motors Financial Company, Inc.				Guarantor					Non-Guarantors					Eliminations
Balance Sheet:	As Previously Reported		Restated		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	$	769,778	$	855,988						2,656,353			2,927,537		$	(3,426,131	)	$	(3,783,525	)
Investment in affiliates	2,871,356		2,785,146		3,252,248		5,423,232								(6,123,604		)	(8,208,378		)
Total assets					4,058,263		6,586,221			13,725,688			13,639,898		(9,549,735		)	(11,991,903		)
Due to affiliates					3,426,131		3,783,525								(3,426,131		)	(3,783,525		)
Total liabilities					3,495,851		3,853,245								(3,426,131		)	(3,783,525		)
Additional paid-in capital										1,143,529			2,199,694		(1,222,716		)	(2,278,881		)
Accumulated other comprehensive income							(10,801		)	(17,396		)	6,874		17,396			3,927
Retained earnings					483,225		2,664,590			3,918,022			2,751,797		(4,401,247		)	(5,416,387		)
Total shareholder's equity					562,412		2,732,976			5,561,192			5,475,402		(6,123,604		)	(8,208,378		)
Total liabilities and shareholder's equity					4,058,263		6,586,221			13,725,688			13,639,898		(9,549,735		)	(11,991,903		)

	Year Ended December 31, 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	$	85,427		$	106,857		$	1,161,260	$	1,139,830
Equity in income of affiliates	501,317			488,787							$	(906,067	)	$	(893,537	)
Income before income taxes	328,293			337,193			821,585		800,155		(906,067		)	(893,537		)
Income tax (benefit) provision	(60,056		)	(51,156		)	303,867		294,967
Net income							517,718		505,188		(906,067		)	(893,537		)

90

	Year Ended December 31, 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							$	517,718		$	505,188		$	(906,067	)	$	(893,537	)
Amortization of carrying value adjustment	$	31,172		$	9,742		146,394			167,824
Equity in income of affiliates	(501,317		)	(488,787		)							906,067			893,537
Net cash provided by operating activities	128,116			119,216			620,221			629,121
Cash flows from investing activities:
Purchases of consumer finance receivables, net							(5,138,407		)	(4,802,863		)	5,138,407			4,802,863
Proceeds from sale of receivables, net	5,138,407			4,802,863									(5,138,407		)	(4,802,863		)
Net cash provided (used in) by investing activities	905,387			569,843			(2,255,621		)	(1,920,077		)
Cash flows from financing activities:
Net change in due (to) from affiliates	(733,717		)	(389,273		)	(118,126		)	(462,570		)
Net cash provided (used in) by financing activities	(717,951		)	(373,507		)	1,706,895			1,362,451

91

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents				$	1,252,190		$	37,304					$	1,289,494
Finance receivables, net				1,557,840			9,440,434						10,998,274
Restricted cash – securitization notes payable							728,908						728,908
Restricted cash – credit facilities							14,808						14,808
Property and equipment, net	$	220		4,328			47,528						52,076
Leased vehicles, net							1,702,867						1,702,867
Deferred income taxes	38,217			(27,731		)	96,589						107,075
Goodwill	1,094,923						13,355						1,108,278
Intercompany receivables	66,360												66,360
Other assets	13,773			17,677			97,481						128,931
Due from affiliates	2,063,179									$	(2,063,179	)
Investment in affiliates	3,274,348			2,192,607						(5,466,955		)
Total assets	$	6,551,020		$	4,996,911		$	12,179,274		$	(7,530,134	)	$	16,197,071
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities							$	354,203					$	354,203
Securitization notes payable							9,023,308						9,023,308
Senior notes	$	1,500,000											1,500,000
Accounts payable and accrued expenses	22,519			$	88,692		106,727						217,938
Deferred income							69,784						69,784
Taxes payable	90,652			4,229			(1,419		)				93,462
Intercompany taxes payable	558,622												558,622
Interest rate swap and cap agreements				394			133						527
Due to affiliates				1,669,061			394,118			$	(2,063,179	)
Total liabilities	2,171,793			1,762,376			9,946,854			(2,063,179		)	11,817,844
Shareholder's equity:
Common stock							569,836			(569,836		)
Additional paid-in capital	3,459,195			79,187			122,425			(201,612		)	3,459,195
Accumulated other comprehensive loss	(3,254		)	(10,801		)	13,151			(2,350		)	(3,254		)
Retained earnings	923,286			3,166,149			1,527,008			(4,693,157		)	923,286
Total shareholder's equity	4,379,227			3,234,535			2,232,420			(5,466,955		)	4,379,227
Total liabilities and shareholder's equity	$	6,551,020		$	4,996,911		$	12,179,274		$	(7,530,134	)	$	16,197,071

92

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

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	855,988						2,927,537		$	(3,783,525	)
Investment in affiliates	2,785,146			5,423,232					(8,208,378		)
Total assets	$	4,808,704		$	6,586,221		$	13,639,898	$	(11,991,903	)	$	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				3,783,525					$	(3,783,525	)
Total liabilities	885,666			3,853,245			8,164,496		(3,783,525		)	9,119,882
Shareholder's equity:
Common stock							517,037		(517,037		)
Additional paid-in capital	3,470,495			79,187			2,199,694		(2,278,881		)	3,470,495
Accumulated other comprehensive loss	(7,617		)	(10,801		)	6,874		3,927			(7,617		)
Retained earnings	460,160			2,664,590			2,751,797		(5,416,387		)	460,160
Total shareholder's equity	3,923,038			2,732,976			5,475,402		(8,208,378		)	3,923,038
Total liabilities and shareholder's equity	$	4,808,704		$	6,586,221		$	13,639,898	$	(11,991,903	)	$	13,042,920

93

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Year Ended December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	149,924		$	1,444,250				$	1,594,174
Leased vehicle income							289,256					289,256
Other income	$	45,349		194,451			249,544		$	(412,239	)	77,105
Equity in income of affiliates	489,203			598,939					(1,088,142		)
	534,552			943,314			1,983,050		(1,500,381		)	1,960,535
Costs and expenses
Operating expenses	15,166			85,424			296,992					397,582
Leased vehicle expenses							211,407					211,407
Provision for loan losses				231,033			72,659					303,692
Interest expense	67,178			166,365			461,946		(412,239		)	283,250
Acquisition expenses							20,388					20,388
	82,344			482,822			1,063,392		(412,239		)	1,216,319
Income before income taxes	452,208			460,492			919,658		(1,088,142		)	744,216
Income tax (benefit) provision	(10,918		)	(41,067		)	333,075					281,090
Net income	$	463,126		$	501,559		$	586,583	$	(1,088,142	)	$	463,126
Comprehensive income	$	467,489		$	501,559		$	592,860	$	(1,094,419	)	$	467,489

94

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Year Ended December 31, 2011

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	106,857		$	1,139,830				$	1,246,687
Leased vehicle income							97,676					97,676
Other income	$	51,239		295,472			509,083		$	(790,169	)	65,625
Equity in income of affiliates	404,750			488,787					(893,537		)
	455,989			891,116			1,746,589		(1,683,706		)	1,409,988
Costs and expenses
Operating expenses	18,079			88,671			231,790					338,540
Leased vehicle expenses							67,088					67,088
Provision for loan losses				157,923			20,449					178,372
Interest expense	59,903			307,329			627,107		(790,169		)	204,170
	77,982			553,923			946,434		(790,169		)	788,170
Income before income taxes	378,007			337,193			800,155		(893,537		)	621,818
Income tax (benefit) provision	(7,520		)	(51,156		)	294,967					236,291
Net income	$	385,527		$	388,349		$	505,188	$	(893,537	)	$	385,527
Comprehensive income	$	376,352		$	388,349		$	449,794	$	(838,143	)	$	376,352

95

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

October 1, 2010 – December 31, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	15,402		$	248,945				$	264,347
Leased vehicle income							4,418					4,418
Other income	$	10,209		77,407			134,849		$	(210,059	)	12,406
Equity in income of affiliates	92,471			88,171					(180,642		)
	102,680			180,980			388,212		(390,701		)	281,171
Costs and expenses
Operating expenses	20,474			12,727			37,240					70,441
Leased vehicle expenses							2,106					2,106
Provision for loan losses				11,797			14,555					26,352
Interest expense	7,913			92,388			146,442		(210,059		)	36,684
Acquisition expenses							16,322					16,322
	28,387			116,912			216,665		(210,059		)	151,905
Income before income taxes	74,293			64,068			171,547		(180,642		)	129,266
Income tax (benefit) provision	(340		)	(30,808		)	85,781					54,633
Net income	$	74,633		$	94,876		$	85,766	$	(180,642	)	$	74,633
Comprehensive income	$	76,191		$	94,876		$	123,764	$	(218,640	)	$	76,191

96

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

July 1, 2010 – September 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	38,255		$	304,094					$	342,349
Leased vehicle income							15,888						15,888
Other income	$	8,644		80,242			136,244			$	(210,743	)	14,387
Equity in income of affiliates	70,729			115,397						(186,126		)
	79,373			233,894			456,226			(396,869		)	372,624
Costs and expenses
Operating expenses	18,104			4,710			46,041						68,855
Leased vehicle expenses							6,539						6,539
Provision for loan losses				56,760			17,858						74,618
Interest expense	11,394			83,266			205,447			(210,743		)	89,364
Acquisition expenses	6,199			36,452									42,651
Restructuring charges, net				15			(54		)				(39		)
	35,697			181,203			275,831			(210,743		)	281,988
Income before income taxes	43,676			52,691			180,395			(186,126		)	90,636
Income tax (benefit) provision	(7,624		)	(17,673		)	64,633						39,336
Net income	$	51,300		$	70,364		$	115,762		$	(186,126	)	$	51,300
Comprehensive income	$	56,583		$	70,364		$	124,715		$	(195,079	)	$	56,583

97

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

Year Ended June 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	98,707		$	1,332,612					$	1,431,319
Leased vehicle income							44,316						44,316
Other income	$	29,917		392,738			830,046			$	(1,205,519	)	47,182
Equity in income of affiliates	243,078			369,120						(612,198		)
	272,995			860,565			2,206,974			(1,817,717		)	1,522,817
Costs and expenses
Operating expenses	17,771			65,141			205,879						288,791
Leased vehicles expenses							34,639						34,639
Provision for loan losses				166,706			221,352						388,058
Interest expense	45,950			459,162			1,157,629			(1,205,519		)	457,222
Restructuring charges, net				859			(191		)				668
	63,721			691,868			1,619,308			(1,205,519		)	1,169,378
Income before income taxes	209,274			168,697			587,666			(612,198		)	353,439
Income tax (benefit) provision	(11,272		)	(68,182		)	212,347						132,893
Net income	$	220,546		$	236,879		$	375,319		$	(612,198	)	$	220,546
Comprehensive income	$	253,515		$	236,879		$	422,256		$	(659,135	)	$	253,515

98

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Year Ended December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	463,126		$	501,559		$	586,583		$	(1,088,142	)	$	463,126
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,718			1,686			250,778						255,182
Accretion and amortization of loan and leasing fees				340			(53,529		)				(53,189		)
Amortization of carrying value adjustment				25			(10,444		)				(10,419		)
Amortization of purchase accounting premium							(31,648		)				(31,648		)
Provision for loan losses				231,033			72,659						303,692
Deferred income taxes	(9,645		)	77,523			(65,252		)				2,626
Stock-based compensation expense	3,716												3,716
Other				1,871			(13,080		)				(11,209		)
Equity in income of affiliates	(489,203		)	(598,939		)				1,088,142
Changes in assets and liabilities:
Other assets	3,627			(4,031		)	2,782						2,378
Accounts payable and accrued expenses	2,817			32,397			12,732						47,946
Taxes payable	10,767			(653		)	(2,298		)				7,816
Intercompany taxes payable	258,316												258,316
Net cash provided by operating activities	246,239			242,811			749,283						1,238,333
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(5,556,169		)	(4,887,966		)	4,887,966			(5,556,169		)
Principal collections and recoveries on consumer finance receivables				(1,137		)	4,008,030						4,006,893
Fundings of commercial finance receivables, net				(1,224,082		)							(1,224,082		)
Collections of commercial finance receivables				667,181									667,181
Proceeds from sale of consumer finance receivables, net				4,887,966						(4,887,966		)
Purchases of leased vehicles, net							(1,077,163		)				(1,077,163		)
Proceeds from termination of leased vehicles							55,414						55,414
Purchases of property and equipment				(2,447		)	(11,042		)				(13,489		)
Change in restricted cash - securitization notes							190,375						190,375
Change in restricted cash - credit facilities							122,345						122,345
Change in other assets	(45,565		)	31,318			3,336						(10,911		)
Net change in investment in affiliates				2,738,205						(2,738,205		)
Net cash (used in) provided by investing activities	(45,565		)	1,540,835			(1,596,671		)	(2,738,205		)	(2,839,606		)
Cash flows from financing activities:
Borrowings on credit facilities							1,199,707						1,199,707
Payments on credit facilities							(1,950,484		)				(1,950,484		)
Issuance of securitization notes payable							6,400,000						6,400,000
Payments on securitization notes payable							(4,282,977		)				(4,282,977		)
Issuance of senior notes	1,000,000												1,000,000
Debt issuance costs	(12,237		)				(35,964		)				(48,201		)
Retirement of debt	(505		)										(505		)
Other net changes	(285		)										(285		)
Net capital contribution to subsidiaries							(2,744,846		)	2,744,846
Net change in due (to) from affiliates	(1,187,647		)	(1,032,012		)	2,219,634			25
Net cash (used in) provided by financing activities	(200,674		)	(1,032,012		)	805,070			2,744,871			2,317,255
Net increase (decrease) in cash and cash equivalents				751,634			(42,318		)	6,666			715,982
Effect of foreign exchange rate changes on cash and cash equivalents							7,881			(6,666		)	1,215
Cash and cash equivalents at beginning of period				500,556			71,741						572,297
Cash and cash equivalents at end of period	$			$	1,252,190		$	37,304		$			$	1,289,494

99

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Year Ended December 31, 2011

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	385,527		$	388,349		$	505,188		$	(893,537	)	$	385,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,786			1,653			102,180						109,619
Accretion and amortization of loan and leasing fees				(1,415		)	(19,287		)				(20,702		)
Amortization of carrying value adjustment				9,742			167,824						177,566
Amortization of purchase accounting premium	(183		)				(67,488		)				(67,671		)
Provision for loan losses				157,923			20,449						178,372
Deferred income taxes	98,021			(1,062		)	(46,723		)				50,236
Stock-based compensation expense	17,106												17,106
Other	1,436			18,929			(43,583		)				(23,218		)
Equity in income of affiliates	(404,750		)	(488,787		)				893,537
Changes in assets and liabilities:
Other assets	1,896			58			32,695						34,649
Accounts payable and accrued expenses	(34,507		)	28,944			(15,836		)				(21,399		)
Taxes payable	(75,869		)	4,882			(6,298		)				(77,285		)
Intercompany taxes payable	258,092												258,092
Net cash provided by operating activities	252,555			119,216			629,121						1,000,892
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(5,020,639		)	(4,802,863		)	4,802,863			(5,020,639		)
Principal collections and recoveries on consumer finance receivables				1,339			3,717,925						3,719,264
Proceeds from sale of consumer finance receivables, net				4,802,863						(4,802,863		)
Purchases of leased vehicles, net							(857,138		)				(857,138		)
Proceeds from termination of leased vehicles							38,054						38,054
Sales (purchases) of property and equipment	1,924			(2,617		)	(7,666		)				(8,359		)
Acquisition of FinanciaLinx							(9,601		)				(9,601		)
FinanciaLinx cash on hand at acquisition							9,283						9,283
Change in restricted cash - securitization notes payable							6,799						6,799
Change in restricted cash - credit facilities							(5,108		)				(5,108		)
Change in other assets				(2,840		)	(9,762		)				(12,602		)
Net change in investment in affiliates	(7,186		)	791,737						(784,551		)
Net cash (used in) provided by investing activities	(5,262		)	569,843			(1,920,077		)	(784,551		)	(2,140,047		)
Cash flows from financing activities:
Borrowings on credit facilities							3,716,609						3,716,609
Payments on credit facilities							(3,446,074		)				(3,446,074		)
Issuance of securitization notes payable							4,550,000						4,550,000
Payments on securitization notes payable							(3,675,459		)				(3,675,459		)
Issuance of senior notes	500,000												500,000
Debt issuance costs	(7,622		)				(41,696		)				(49,318		)
Retirement of debt	(75,164		)										(75,164		)
Net capital contribution to subsidiaries				15,766			721,641			(737,407		)
Other net changes	(528		)										(528		)
Net change in due (to) from affiliates	(652,998		)	(389,273		)	(462,570		)	1,504,841
Net cash (used in) provided by financing activities	(236,312		)	(373,507		)	1,362,451			767,434			1,520,066
Net increase in cash and cash equivalents	10,981			315,552			71,495			(17,117		)	380,911
Effect of Canadian exchange rate changes on cash and cash equivalents	(10,981		)				(9,304		)	17,117			(3,168		)
Cash and cash equivalents at beginning of period				185,004			9,550						194,554
Cash and cash equivalents at end of period	$			$	500,556		$	71,741		$			$	572,297

100

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

October 1, 2010 – December 31, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	74,633		$	94,876		$	85,766		$	(180,642	)	$	74,633
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,513			338			5,958						7,809
Accretion and amortization of loan and leasing fees				(11		)	1,122						1,111
Amortization of carrying value adjustment				11,305			65,787						77,092
Amortization of purchase accounting premium	(42		)				(27,416		)				(27,458		)
Provision for loan losses				11,797			14,555						26,352
Deferred income taxes	49,106			(48,730		)	20,991						21,367
Other	242			4,841			(16,622		)				(11,539		)
Equity in income of affiliates	(92,471		)	(88,171		)				180,642
Changes in assets and liabilities:
Other assets	(9,875		)	19,127			(9,621		)				(369		)
Accounts payable and accrued expenses	(25,832		)	(4,223		)	19,780						(10,275		)
Taxes payable	(8,555		)	138			(1,031		)				(9,448		)
Intercompany taxes payable	42,214												42,214
Net cash provided by operating activities	30,933			1,287			159,269						191,489
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(947,318		)	(1,001,126		)	1,001,126			(947,318		)
Principal collections and recoveries on consumer finance receivables				(105		)	870,967						870,862
Proceeds from sale of consumer finance receivables, net				1,001,126						(1,001,126		)
Purchases of leased vehicles, net							(10,655		)				(10,655		)
Sales (purchases) of property and equipment	2,590			(617		)	(4,402		)				(2,429		)
Change in restricted cash - securitization notes payable							49,860						49,860
Change in restricted cash - credit facilities							3,030						3,030
Change in other assets				(7,330		)	20,566						13,236
Net change in investment in affiliates	(31,756		)	1,820,204						(1,788,448		)
Net cash (used in) provided by investing activities	(29,166		)	1,865,960			(71,760		)	(1,788,448		)	(23,414		)
Cash flows from financing activities:
Borrowings on credit facilities							468,394						468,394
Payments on credit facilities							(256,362		)				(256,362		)
Issuance of securitization notes payable							700,000						700,000
Payments on securitization notes payable							(954,644		)				(954,644		)
Debt issuance costs							(4,314		)				(4,314		)
Retirement of debt	(464,254		)										(464,254		)
Net capital contribution to subsidiaries				63,421			(1,885,434		)	1,822,013
Net change in due from (to) affiliates	460,668			(2,271,579		)	1,842,610			(31,699		)
Net cash used in financing activities	(3,586		)	(2,208,158		)	(89,750		)	1,790,314			(511,180		)
Net decrease in cash and cash equivalents	(1,819		)	(340,911		)	(2,241		)	1,866			(343,105		)
Effect of Canadian exchange rate changes on cash and cash equivalents	1,819						177			(1,866		)	130
Cash and cash equivalents at beginning of period				525,915			11,614						537,529
Cash and cash equivalents at end of period	$			$	185,004		$	9,550		$			$	194,554

101

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

July 1, 2010 – September 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	51,300		$	70,364		$	115,762		$	(186,126	)	$	51,300
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	486			225			13,938						14,649
Accretion and amortization of loan and leasing fees				(646		)	(296		)				(942		)
Provision for loan losses				56,760			17,858						74,618
Deferred income taxes	(46,078		)	(17,521		)	64,051						452
Stock-based compensation expense	5,019												5,019
Non-cash interest charges on convertible debt	5,625												5,625
Other				(787		)	(13,013		)				(13,800		)
Equity in income of affiliates	(70,729		)	(115,397		)				186,126
Changes in assets and liabilities:
Other assets	4,085			10,603			1,685						16,373
Accounts payable and accrued expenses	737			(6,609		)	(4,085		)				(9,957		)
Taxes payable	289			6,270			(5,154		)				1,405
Net cash (used in) provided by operating activities	(49,266		)	3,262			190,746						144,742
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(940,763		)	(1,155,695		)	1,155,695			(940,763		)
Principal collections and recoveries on consumer finance receivables				(38,671		)	922,478						883,807
Proceeds from sale of consumer finance receivables, net				1,155,695						(1,155,695		)
Purchases of property and equipment	1			(212		)	(101		)				(312		)
Change in restricted cash - securitization notes payable							(45,787		)				(45,787		)
Change in restricted cash - credit facilities							8,257						8,257
Change in other assets				1,370			38,823						40,193
Net change in investment in affiliates	(2,076		)	(5,520		)				7,596
Net cash (used in) provided by investing activities	(2,075		)	171,899			(232,025		)	7,596			(54,605		)
Cash flows from financing activities:
Borrowings on credit facilities							484,921						484,921
Payments on credit facilities							(552,951		)				(552,951		)
Issuance of securitization notes payable							1,050,000						1,050,000
Payments on securitization notes payable							(795,512		)				(795,512		)
Debt issuance costs							(7,686		)				(7,686		)
Proceeds from issuance of common stock	2,138						5,367			(5,367		)	2,138
Cash settlement of share based awards	(16,062		)										(16,062		)
Other net changes	313												313
Net change in due from (to) affiliates	62,897			77,588			(140,434		)	(51		)
Net cash provided by financing activities	49,286			77,588			43,705			(5,418		)	165,161
Net (decrease) increase in cash and cash equivalents	(2,055		)	252,749			2,426			2,178			255,298
Effect of Canadian exchange rate changes on cash and cash equivalents	2,055						81			(2,178		)	(42		)
Cash and cash equivalents at beginning of period				273,166			9,107						282,273
Cash and cash equivalents at end of period	$			$	525,915		$	11,614		$			$	537,529

102

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

Year Ended June 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	220,546		$	236,879		$	375,319		$	(612,198	)	$	220,546
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,688			1,766			75,590						79,044
Accretion and amortization of loan and leasing fees				(578		)	5,369						4,791
Provision for loan losses				166,706			221,352						388,058
Deferred income taxes	81,395			162,627			(268,589		)				(24,567		)
Stock-based compensation expense	15,115												15,115
Amortization of warrant costs	1,968												1,968
Non-cash interest charges on convertible debt	21,554												21,554
Other	(283		)	(3,495		)	(12,459		)				(16,237		)
Equity in income of affiliates	(243,078		)	(369,120		)				612,198
Changes in assets and liabilities:
Income tax receivable	162,036						35,366						197,402
Other assets	7,941			(6,478		)	3,793						5,256
Accounts payable and accrued expenses	59,653			8,388			(41,796		)				26,245
Taxes payable	11,289			(1,607		)	(148		)				9,534
Net cash provided by operating activities	339,824			195,088			393,797						928,709
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(2,090,602		)	(1,606,156		)	1,606,156			(2,090,602		)
Principal collections and recoveries on consumer finance receivables				61,906			3,544,774						3,606,680
Proceeds from sale of consumer finance receivables, net				1,606,156						(1,606,156		)
Purchases of property and equipment				(580		)	(1,001		)				(1,581		)
Change in restricted cash - securitization notes payable							(78,549		)				(78,549		)
Change in restricted cash - credit facilities							52,354						52,354
Change in other assets				29,992			23,930						53,922
Net change in investment in affiliates	(9,308		)	2,155,664						(2,146,356		)
Net cash (used in) provided by investing activities	(9,308		)	1,762,536			1,935,352			(2,146,356		)	1,542,224
Cash flows from financing activities:
Borrowings on credit facilities							775,665						775,665
Payments on credit facilities							(1,806,852		)				(1,806,852		)
Issuance of securitization notes payable							2,352,493						2,352,493
Payments on securitization notes payable							(3,674,062		)				(3,674,062		)
Debt issuance costs	1,810						(26,564		)				(24,754		)
Proceeds from issuance of common stock	15,635						(2,158,877		)	2,158,877			15,635
Retirement of debt	(20,425		)										(20,425		)
Other net changes	645												645
Net change in due (to) from affiliates	(336,411		)	(1,867,467		)	2,209,044			(5,166		)
Net cash used in financing activities	(338,746		)	(1,867,467		)	(2,329,153		)	2,153,711			(2,381,655		)
Net (decrease) increase in cash and cash equivalents	(8,230		)	90,157			(4		)	7,355			89,278
Effect of Canadian exchange rate changes on cash and cash equivalents	8,230						(1,167		)	(7,355		)	(292		)
Cash and cash equivalents at beginning of period				183,009			10,278						193,287
Cash and cash equivalents at end of period	$			$	273,166		$	9,107		$			$	282,273

103

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of

General Motors Financial Company, Inc.:

We have audited the accompanying consolidated balance sheets of General Motors Financial Company, Inc. and subsidiaries (the "Company") as of December 31, 2012 (Successor) and 2011(Successor), and the related consolidated statements of income and comprehensive income, shareholder's equity, and cash flows for the years ended December 31, 2012 (Successor) , December 31, 2011 (Successor), the three month periods ended December 31, 2010 (Successor), and September 30, 2010 (Predecessor), and for the year ended June 30, 2010 (Predecessor). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of General Motors Financial Company, Inc. and subsidiaries at December 31, 2012 (Successor) and 2011 (Successor) and the results of their operations and their cash flows for the years ended December 31, 2012 (Successor) and 2011 (Successor), the three month periods ended December 31, 2010 (Successor) and September 30, 2010 (Predecessor), and for the year ended June 30, 2010 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.

Dallas, Texas

February 15, 2013

104

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

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

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

The CEO and CFO, with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2012. Based on their evaluation, they have concluded, to the best of their knowledge and belief, that the disclosure controls and procedures are effective.

Internal Control over Financial Reporting

There were no changes made in our internal control over financial reporting during the quarter ended December 31, 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 procedures and internal controls over financial reporting (discussed above) cannot prevent all errors or all attempts at fraud. Any controls system, no matter how well crafted and operated, can only provide reasonable, and not absolute, assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.

105

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the Internal Control-Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2012.

106

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

ITEM 11. EXECUTIVE AND DIRECTOR COMPENSATION

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICE

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Deloitte & Touche LLP
Audit Fees(a)	$	1,010,000	$	1,138,000	$	975,000	$	75,000	$	1,025,000
Audit Related Fees(b)	2,213,923		662,000		92,500		141,000		498,900
Tax Fees(c)	29,201		73,220		58,073		114,513		150,977
Total Fees	$	3,253,124	$	1,873,220	$	1,125,573	$	330,513	$	1,674,877

 _________________ 

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

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

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

As a wholly-owned subsidiary of General Motors Company, audit and non-audit services provided by our independent auditor are subject to General Motors Company's Audit Committee pre-approval policies and procedures. The Audit Committee pre-approved all services provided by, and all fees of, our independent auditor.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, 2012 and 2011 (Successor) .

107

Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012 and 2011, three months ended December 31, 2010 (Successor) and September 30, 2010 and for the year ended June 30, 2010 (Predecessor).

Consolidated Statements of Shareholder's Equity for the years ended December 31, 2012 and 2011, three months ended December 31, 2010 (Successor) and September 30, 2010 and for the year ended June 30, 2010 (Predecessor).

Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011, three months ended December 31, 2010 (Successor) and September 30, 2010 and for the year ended June 30, 2010 (Predecessor).

Notes to Consolidated Financial Statements

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

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

108

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 15, 2013.

GENERAL MOTORS FINANCIAL COMPANY, INC.
BY:	/s/    DANIEL E. BERCE
	Daniel E. Berce
	President and Chief Executive Officer

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

Signature	Title	Date
/s/    DANIEL E. BERCE	Director, President and Chief Executive Officer (Principal Executive Officer)	February 15, 2013
Daniel E. Berce
/s/    CHRIS A. CHOATE	Executive Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer)	February 15, 2013
Chris A. Choate
/s/    DANIEL AMMANN	Director	February 15, 2013
Daniel Ammann
/s/    STEPHEN J. GIRSKY	Director	February 15, 2013
Stephen J. Girsky

109

INDEX TO EXHIBITS

The following documents are filed as a part of this report. Those exhibits previously filed and incorporated herein by reference are identified by the exhibit numbers used in the report with which they were filed. Documents filed with this report are identified by the symbol "@" under the Exhibit Number column.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated July 21, 2010, among General Motors Holdings LLC, Goalie Texas Holdco Inc. and AmeriCredit Corp., incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed on July 26, 2010.	Incorporated by Reference
3.1		Articles of Incorporation of the Company, filed May 18, 1988, and Articles of Amendment to Articles of Incorporation, incorporated herein by reference to Exhibit 3.1 to Registration Statement No. 33-31220 on Form S-1 filed on August 24, 1988.	Incorporated by Reference
3.2		Amendment to Articles of Incorporation, filed October 18, 1989, incorporated herein by reference toExhibit 3.2 to theRegistration Statement No. 33-41203 on Form S-8 filed by the Company with the Securities and Exchange Commission.	Incorporated by Reference
3.3		Articles of Amendment to Articles of Incorporation, incorporated herein by reference herein to Exhibit 3.3 of the Quarterly Report on Form 10-Q for the quarter ended December 31, 1992, filed with the Securities and Exchange Commission.	Incorporated by Reference
3.4		Amended & Restated Bylaws of the Company, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on February 3, 2010.	Incorporated by Reference
3.5		Amended and Restated Certificate of Formation of General Motors Financial Company, Inc. (formerly known as AmeriCredit Corp.), incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed on October 1, 2010.	Incorporated by Reference
4.1		Certificate of Merger merging Goalie Texas Holdco Inc. with and into AmeriCredit Corp., incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K, filed on October 1, 2010.	Incorporated by Reference
4.2		Indenture, dated June 1, 2011, between General Motors Financial Company, Inc. and Deutsche Bank Trust Company Americas, concerning GM Financial's $500 million 6.75% Senior Notes due 2018, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed June 3, 2011.	Incorporated by Reference
4.2.1		Registration Rights Agreement, dated June 1, 2011, among General Motors Financial Company, Inc., Deutsche Bank Securities Inc. and JPMorgan Securities LLC, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed June 3, 2011	Incorporated by Reference
4.3		Indenture, dated August 16, 2012, between General Motors Financial Company, Inc., AmeriCredit Financial Services, Inc., the guarantor, and Wells Fargo Bank, N.A., as trustee, concerning GM Financial's $1 billion 4.75% Senior Noted due 2017, incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed August 16, 2012	Incorporated by Reference
	4/3/2001
4.3.1		Registration Rights Agreement, dated August 16, 2012, between General Motors Financial Company, Inc., AmeriCredit Financial Services, Inc., the guarantor, and Deutsche Bank Securities Inc., incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed August 16, 2012	Incorporated by Reference
10.1		Employment Agreement, dated September 30, 2010, between the Company and Daniel E. Berce, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed on October 1, 2010.	Incorporated by Reference
10.2		Employment Agreement, dated September 30, 2010, between the Company and Chris A. Choate, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed on October 1, 2010.	Incorporated by Reference
10.3		Employment Agreement, dated September 30, 2010, between the Company and Steven P. Bowman, incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed on October 1, 2010.	Incorporated by Reference

110

INDEX TO EXHIBITS

(Continued)

10.4	Employment Agreement, dated September 30, 2010, between the Company and Kyle R. Birch, incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed on October 1, 2010.	Incorporated by Reference
10.5	Sale and Servicing Agreement, dated as of February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., Deutsche Bank AG New York Branch and Wells Fargo Bank, NA, incorporated by reference herein to Exhibit 99.1 to the Current Report on Form 8-K, filed on March 2, 2010.	Incorporated by Reference
10.5.1	Indenture, dated February 26, 2010, among AmeriCredit Syndicated warehouse Trust, Deutsche Bank AG New York Branch and Wells Fargo Bank, NA, incorporated by reference herein to Exhibit 99.2 to the Current Report on Form 8-K, filed on March 2, 2010.	Incorporated by Reference
10.5.2	Note Purchase Agreement, dated February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., Deutsche Bank AG New York Branch and Wells Fargo Bank, NA, incorporated by reference herein to Exhibit 99.3 to the Current Report on Form 8-K, filed on March 2, 2010	Incorporated by Reference
10.5.3	First Supplemental Indenture, dated August 20, 2010, between AmeriCredit Syndicated Warehouse Trust and Wells Fargo Bank, N A, incorporated herein by reference to Exhibit 10.11.3 to the Annual Report on Form 10-K filed on August 27, 2010.	Incorporated by Reference
10.5.4	Amendment No. 1, dated August 20, 2010, to Sale and Servicing Agreement, dated February 26, 2010, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., Deutsche Bank AG New York Branch and Wells Fargo Bank, NA, incorporated herein by reference to Exhibit 10.11.4 to the Annual Report on Form 10-K filed on August 27, 2010.	Incorporated by Reference
10.5.5	Omnibus Amendment to the Sale and Servicing Agreement, the Indenture and Note Purchase Agreement, dated February 17, 2011, among AmeriCredit Syndicated Warehouse Trust, AmeriCredit Funding Corp. XI, AmeriCredit Financial Services, Inc., Deutsche Bank AG, New York Branch, and Wells Fargo Bank, National Association, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed February 22, 2011.	Incorporated by Reference
10.5.6	Fourth Omnibus Amendment to the Sale and Servicing Agreement, the Indenture, the Custodian Agreement and the Note Purchase Agreement, dated May 10, 2012, among AmeriCredit Syndicated Warehouse Trust, as Issuer, AmeriCredit Funding Corp. XI, as a Seller, AmeriCredit Financial Services, Inc., as a Seller and as Servicer, Deutsche Bank AG, New York Branch, as Administrative Agent, Wells Fargo Bank, National Association, as Trustee, Backup Servicer and Trust Collateral Agent, the Purchasers that are party to the Note Purchase Agreement and the Agents that are party to the Note Purchase Agreement, , incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed May 11, 2012	Incorporated by Reference
10.6	2011-A Servicing Supplement, dated January 31, 2011, among ACAR Leasing Ltd., AmeriCredit Financial services, Inc., APGO Trust and Wells Fargo Bank, National Association, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed February 4, 2011.	Incorporated by Reference
10.6.1	Indenture, dated January 31, 2011, among GMF Leasing Warehouse Trust, Wells Fargo Bank, National Association, AmeriCredit Financial services, Inc., Deutsche Bank AG, New York Branch, and JPMorgan Chase Bank, N.A., incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 8-K, filed February 4, 2011.	Incorporated by Reference
10.6.2	Note Purchase Agreement, dated January 31, 2011, among GMF Leasing Warehouse Trust, AmeriCredit Financial services, Inc., GMF Leasing LLC, Deutsche Bank, AG, New York Branch, and JPMorgan Chase Bank, N.A., incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K, filed February 4, 2011.	Incorporated by Reference

111

INDEX TO EXHIBITS

(Continued)

10.6.3	Second Omnibus Amendment to the Credit and Security Agreement, the 2011-A Exchange Note Supplement, the Indenture, the Note Purchase Agreement, the Amended and Restated Servicing Agreement and the 2011-A Servicing Supplement, dated January 30, 2012, by and among GMF Leasing Warehouse Trust, as Issuer, AmeriCredit Financial Services, Inc., ACAR Leasing Ltd., as Titling Trust, GMF Leasing LLC, as Seller, APGO Trust, as Settlor, Deutsche Bank AG, New York Branch, as an Administrative Agent (under the Note Purchase Agreement) and as Agent for the DB Purchaser Group, JPMorgan Chase Bank, N.A., as an Administrative Agent (under the Note Purchase Agreement) and as Agent for the JPM Purchaser Group, and Wells Fargo Bank, National Association, as Administrative Agent (under the 2011-A Exchange Note Supplement and the Credit and Security Agreement), Collateral Agent, Indenture Trustee and 2011-A Exchange Noteholder, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed February 3, 2012.	Incorporated by Reference
10.6.4	Third Omnibus Amendment to the Credit and Security Agreement, the 2011-A Exchange Note Supplement, the Indenture, the Note Purchase Agreement and the 2011-A Servicing Supplement, dated January 25, 2013, by and among GMF Leasing Warehouse Trust, as Issuer, AmeriCredit Financial Services, Inc., ACAR Leasing Ltd., as Titling Trust, GMF Leasing LLC, as Seller, APGO Trust, as Settlor, Deutsche Bank AG, New York Branch, as an Administrative Agent (under the Note Purchase Agreement) and as Agent for the DB Purchaser Group, JPMorgan Chase Bank, N.A., as an Administrative Agent (under the Note Purchase Agreement) and as Agent for the JPM Purchaser Group, and Wells Fargo Bank, National Association, as Administrative Agent (under the 2011-A Exchange Note Supplement), Collateral Agent, Indenture Trustee and 2011-A Exchange Noteholder, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed January 31, 2013.	Incorporated by Reference
10.7	2011-A Servicing Supplement, dated July 15, 2011, among GM Financial Canada Leasing Ltd., FinanciaLinx Corporation, GMF Canada Leasing Trust, Deutsche Bank AG, Canada Branch, and BMO Nesbitt Burns Inc., incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed July 21, 2011.	Incorporated by Reference
10.7.1	Series 2011-A Indenture Supplement, dated July 15, 2011, among ComputerShare Trust Company of Canada, BNY trust Company of Canada, Deutsche Bank AG, Canada Branch and BMO Nesbitt Burns Inc., incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 8-K, filed July 21, 2011.	Incorporated by Reference
10.7.2	Note Purchase Agreement, dated July 15, 2011, among GMF Canada Leasing Trust, FinanciaLinx Corporation, GM Financial Canada Leasing Ltd., Deutsche Bank AG, Canada Branch, BMO Nesbitt Burns Inc. and BNY Trust Company of Canada, incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K, filed July 21, 2011.	Incorporated by Reference
10.7.3	First Omnibus Amendment to the 2011-A Borrower Note Supplement, the Note Purchase Agreement, the Servicing Agreement and the 2011-A Servicing Supplement, dated as of July 13, 2012, by and among Computershare Trust Company of Canada in its capacity as trustee of GMF Canada Leasing Trust, as Issuer, GM Financial Canada Leasing Ltd., as Borrower, FinanciaLinx Corporation, individually and in its capacity as Servicer, Deutsche Bank AG, Canada Branch, as an Administrative Agent, BMO Nesbitt Burns Inc., as an Administrative Agent, BNY Trust Company of Canada, as Indenture Trustee, the Purchasers identified on the signature pages thereto, AmeriCredit Financial Services, Inc., as Performance Guarantor, and the Agents identified on the signature pages thereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed July 19, 2012.	Incorporated by Reference
10.8	Note Purchase Agreement, dated as of January 10, 2012, among GM Financial Automobile Receivables Trust 2012-PP1, as Issuer, AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc., as Servicer and as Custodian, Azalea Asset Management, Inc., as Note Purchaser, and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K, filed January 23, 2012.	Incorporated by Reference
10.8.1	Indenture, dated as of January 4, 2012, between GM Financial Automobile Receivables Trust 2012-PP1, as Issuer, and Wells Fargo Bank, National Association, as Trustee and Trust Collateral Agent, incorporated herein by reference to Exhibit 99.2 to the Current Report on Form 8-K, filed January 23, 2012.	Incorporated by Reference

112

INDEX TO EXHIBITS

(Continued)

10.8.2	Purchase Agreement, dated as of January 4, 2012, between AFS SenSub Corp., as Purchaser, and AmeriCredit Financial Services, Inc., as Seller, incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 8-K, filed January 23, 2012.	Incorporated by Reference
10.8.3	Sale and Servicing Agreement, dated as of January 4, 2012, among GM Financial Automobile Receivables Trust 2012-PP1, as Issuer, AFS SenSub Corp., as Seller, AmeriCredit Financial Services, Inc., as Servicer, and Wells Fargo Bank, National Association, as Backup Servicer and Trust Collateral Agent, incorporated herein by reference to Exhibit 99.4 to the Current Report on Form 8-K, filed January 23, 2012.	Incorporated by Reference
10.9	3-Year Revolving Credit Agreement, dated as of November 5, 2012, among General Motors Holdings LLC, General Motors Financial Company, Inc., GM Europe Treasury Company AB, General Motors Do Brasil Ltda., the Subsidiary Borrowers from time to time Parties hereto, and the Several Lenders from time to time Parties hereto, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/A, filed February 7, 2013.	Incorporated by Reference
10.10	Purchase and Sale Agreement, dated as of November 21, 2012, among Ally Financial Inc., General Motors Financial Company, Inc. and General Motors Company	@
12.1	Computation of Ratio of Earnings to Fixed Charges
31.1	Officers' Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1	Officers' Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Presentation Linkbase Document

113

CERTIFICATIONS

Exhibit 31.1

I, Daniel E. Berce, certify that:

(1) I have reviewed the Annual Report on Form 10-K of General Motors Financial Company, Inc. (the "Company") for the fiscal year ended December 31, 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: February 15, 2013

 /s/ Daniel E. Berce

Daniel E. Berce

President and Chief Executive Officer

114

I, Chris A. Choate, certify that:

(1) I have reviewed the Annual Report on Form 10-K of General Motors Financial Company, Inc. (the "Company") for the fiscal year ended December 31, 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: February 15, 2013

 /s/ Chris A. Choate

Chris A. Choate

Executive Vice President, Chief

Financial Officer and Treasurer

115

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 Annual Report on Form 10-K of General Motors Financial Company, Inc. (the "Company") for the fiscal year ended December 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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: February 15, 2013

 /s/ Daniel E. Berce

Daniel E. Berce

President and Chief Executive Officer

116

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 Annual Report on Form 10-K of General Motors Financial Company, Inc. (the "Company") for the fiscal year ended December 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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: February 15, 2013

 /s/ Chris A. Choate

Chris A. Choate

Executive Vice President, Chief

Financial Officer and Treasurer

117

EX-10.10

^{Exhibit 10.10} 

PURCHASE AND SALE AGREEMENT

by and among

ALLY FINANCIAL INC.,

as Parent

GENERAL MOTORS FINANCIAL COMPANY, INC.

as Purchaser

and, solely for purposes of Section 5.3, Section 5.6, Section 5.14(b) and Article X,

GENERAL MOTORS COMPANY,

as Purchaser Topco

Dated as of November 21, 2012

SC1:3335029.3

TABLE OF CONTENTS

		Page
Article I DEFINITIONS AND TERMS
Section 1.1	Certain Definitions	1
Section 1.2	Interpretation	18
Article II SALE AND PURCHASE OF THE TARGET EQUITY INTERESTS		20
Section 2.1	Sale and Purchase of the Target Equity Interests	20
Section 2.2	Purchase Price	20
Section 2.3	Purchase Price Adjustment	20
Section 2.4	Holdbacks	22
Section 2.5	Closing	22
Section 2.6	Closing Deliverables	23
Section 2.7	Purchase Price Allocation	24
Section 2.8	Withholding	24
Section 2.9	Deferred Closings	25
Article III REPRESENTATIONS AND WARRANTIES OF PARENT		27
Section 3.1	Organization, Authorization, Enforceability, Non-Contravention	27
Section 3.2	Equity Interests of the Target Companies	28
Section 3.3	Target Company Financial Information	29
Section 3.4	No Undisclosed Liabilities	30
Section 3.5	Absence of Changes	30
Section 3.6	No Litigation	30
Section 3.7	Approvals	30
Section 3.8	Taxes	31
Section 3.9	Employee Benefit Plans	34
Section 3.10	Labor Matters	36
Section 3.11	No Violation of Law; Required Licenses and Permits	37
Section 3.12	Real Property	38
Section 3.13	Environmental Matters	38
Section 3.14	Intellectual Property	39
Section 3.15	Contracts	40
Section 3.16	Title to Assets	43
Section 3.17	Insurance	43
Section 3.18	Transactions with Affiliates	43
Section 3.19	Securitizations	43
Section 3.20	Intercompany Loans	45
Section 3.21	Finder's Fees	45
Section 3.22	Foreign Asset Control	45

SC1:3335029.3

Section 3.23	Anti-Money Laundering	45
Section 3.24	Anti-Corruption; No Unlawful Payments; Prohibited Practices	45
Section 3.25	Export Controls	46
Section 3.26	Consumer Financial Protection	47
Section 3.27	Financing Contracts	47
Section 3.28	No Amendments to Transferred Derivatives or Corresponding Derivatives	48
Section 3.29	No Other Representations or Warranties	48
Article IV REPRESENTATIONS AND WARRANTIES OF PURCHASER		49
Section 4.1	Organization, Authorization, Enforceability, Non-Contravention	49
Section 4.2	Financing	50
Section 4.3	Approvals	50
Section 4.4	Finder's Fees	51
Section 4.5	No Litigation	51
Section 4.6	Securities Law Compliance	51
Section 4.7	Due Diligence by Purchaser	51
Section 4.8	Solvency	52
Section 4.9	No Other Representations or Warranties	52
Article V COVENANTS		52
Section 5.1	Conduct of the Target Business	52
Section 5.2	Sale of Target Equity Interests	57
Section 5.3	Cooperation	57
Section 5.4	Pre-Closing Restructuring	59
Section 5.5	Access and Information	59
Section 5.6	Confidentiality	61
Section 5.7	Announcements	62
Section 5.8	Insurance	63
Section 5.9	Interest in Intellectual Property	64
Section 5.10	Cooperation Regarding Transition Arrangements	66
Section 5.11	Employee Matters	66
Section 5.12	Termination of Certain Affiliate Arrangements; Replacement of Guarantees and Transferred Derivatives; Certain Releases	71
Section 5.13	Notices and Consents	73
Section 5.14	Financing	73
Section 5.15	Non-Compete; Non-Solicit	74
Section 5.16	Other Transaction Documents	78
Section 5.17	Intercompany Loans	78
Section 5.18	Further Assurances	79
Section 5.19	Delivery of Audited Financial Statements	79
Section 5.20	VAT Provisions	80
Section 5.21	No Shop	81

SC1:3335029.3

Section 5.22	Powers of Attorney	82
Section 5.23	Derivative Treatment	82
Article VI CONDITIONS TO CLOSING		83
Section 6.1	Conditions to Each Party's Obligations	83
Section 6.2	Conditions to Obligations of Purchaser	83
Section 6.3	Conditions to Obligations of Parent	84
Article VII TAX MATTERS		85
Section 7.1	Seller Returns and Reports	85
Section 7.2	Purchaser Returns and Reports	85
Section 7.3	Amendments	85
Section 7.4	Contest Provisions	86
Section 7.5	Transfer Taxes	87
Section 7.6	Cooperation; Access to Records	88
Section 7.7	No Tax Elections	88
Section 7.8	No Dividends	88
Section 7.9	Tax Sharing	88
Section 7.10	IRS Forms 5471	88
Section 7.11	Straddle Period Tax Allocation	89
Section 7.12	Disputes	89
Section 7.13	Refunds	89
Section 7.14	Exclusivity	90
Article VIII SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES		90
Section 8.1	Survival	90
Section 8.2	Indemnification by Parent	91
Section 8.3	Indemnification by Purchaser	93
Section 8.4	Claims Procedure	95
Section 8.5	Payment	96
Section 8.6	Treatment of Indemnification Payments	97
Section 8.7	Provisions	97
Section 8.8	Exclusive Remedies	97
Section 8.9	Damages	97
Section 8.10	Net Financial Benefit	98
Section 8.11	Contingent Liabilities	98
Section 8.12	Right to Recovery	98
Section 8.13	Double Claims	99
Section 8.14	Mitigation of Losses	99
Article IX TERMINATION		99
Section 9.1	Termination	99
Section 9.2	Notice of Termination	100

SC1:3335029.3

Section 9.3	Effect of Termination	100
Section 9.4	Additional Rights and Remedies	101
Article X MISCELLANEOUS		101
Section 10.1	Notices	101
Section 10.2	Assignment	102
Section 10.3	No Third-Party Beneficiaries	103
Section 10.4	Whole Agreement; Conflict with Other Transaction Documents	103
Section 10.5	Costs	103
Section 10.6	Governing Law; Consent to Jurisdiction; Specific Performance	103
Section 10.7	Counterparts	105
Section 10.8	Severability	105
Section 10.9	Amendments; Waiver	105
Section 10.10	Payments; Currency Conversion	105

SC1:3335029.3

PURCHASE AND SALE AGREEMENT, dated as of November 21, 2012 (the “Agreement”), by and among Ally Financial Inc., a corporation organized under the laws of the state of Delaware (“Parent”), and General Motors Financial Company, Inc., a corporation organized under the laws of the state of Texas (“Purchaser”) and, solely with respect to Section 5.3, Section 5.6, Section 5.14(b) and Article X, General Motors Company, a corporation organized under the laws of the state of Delaware (“Purchaser Topco”).

RECITALS

WHEREAS, Parent, directly or indirectly through the other Sellers (as defined below), owns all of the Target Equity Interests (as defined below) issued by the Brazilian Target Companies (as defined below), the European Target Companies (as defined below), and the MCC Target Companies (as defined below), (each of the foregoing groups of Target Companies, a “Target Business Segment”); and

WHEREAS, on the terms and conditions set forth herein, the Sellers desire to sell to Purchaser (or to one or more assignees of Purchaser pursuant to an assignment made in accordance with Section 10.2), and Purchaser desires to purchase from (or to cause one or more assignees of Purchaser pursuant to an assignment made in accordance with Section 10.2 to purchase from) each Seller, either directly or through one or more Subsidiaries, all of each Seller's rights in the Target Equity Interests.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE

DEFINITIONS AND TERMS

Section 1.1    Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

“2006 Agreement” means the Purchase and Sale Agreement by and among General Motors Corporation, General Motors Acceptance Corporation, GM Finance Co. Holdings Inc. and FIM Holdings LLC, dated as of April 2, 2006, and all agreements, undertakings or other written instruments entered into in connection therewith or with respect thereto, including the letter agreement, dated as of March 13, 2007, by and among GMAC LLC, GM Finance Co. Holdings Inc. and FIM Holdings LLC and the November 5, 2008 e-mail from Purchaser's Executive Director - Tax Counsel to Parent's Director of Tax Operations and Analysis regarding the income tax effects of non-income tax refunds.

“Accounting Expert” has the meaning set forth in Section 2.3(a).

“Action” means any civil, criminal or administrative action, suit, demand, claim (including any counterclaim), case, litigation, mediation, arbitration, opposition, objection, cancellation, inquiry, hearing, dispute, investigation or other proceeding.

“Adjustment Amount” means an amount (which may be negative) equal to (i) the Final Net Asset Value minus (ii) the Estimated Net Asset Value.

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“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such specified Person; provided, that (i) neither of the U.S. Department of the Treasury nor any Person under common Control with Parent (other than Parent's Controlled Affiliates) as a result of the ownership of Equity Interests in Parent by the U.S. Department of the Treasury shall constitute an Affiliate of Parent, and (ii) neither of the U.S. Department of the Treasury nor any Person under common Control with Purchaser (other than Purchaser's Controlled Affiliates and Purchaser Topco) as a result of the ownership of Equity Interests in Purchaser Topco by the U.S. Department of the Treasury shall constitute an Affiliate of Purchaser.

“Agreed Accounting Principles” means the principles set forth on Schedule C.

“Agreed Derivative Valuation Principles” means the principles set forth on Schedule 1.1(a).

“Agreement” has the meaning set forth in the Preamble.

“AIM” means Ally Investment Management LLC.

“AIM Derivative” means (i) any Derivative Transaction set forth on Section 1.1(g) of Parent's Disclosure Letter and (ii) any Derivative Transaction primarily related to a Target Company entered into on or after the date hereof, to which AIM is a party, except for BG Derivatives, Corresponding Derivatives and foreign exchange swaps.

“Allocation Schedule” has the meaning set forth in Section 2.7.

“BG Derivative” means (i) any Derivative Transaction set forth on Section 1.1(h) of Parent's Disclosure Letter and (ii) any balance guarantee Derivative Transaction primarily related to a Target Company entered into on or after the date hereof, to which AIM is a party, except for Corresponding Derivatives and foreign exchange swaps.

“Brazilian Target Companies” means the Target Companies set forth on Schedule 1.1(b).

“Brazilian Withholding Taxes Calculation” has the meaning set forth in Section 6.2(d).

“Business Combination” has the meaning set forth in Section 5.15(b)(vii).

“Business Day” means any day other than a Saturday, Sunday or a day on which banks located in New York, New York, Detroit, Michigan or Fort Worth, Texas or, to the extent relating to the transfer of Target Equity Interests in any of the jurisdictions listed on Schedule B, such jurisdiction, are authorized or required by Law to be closed.

“Business Employees” means the individuals set forth in Section 5.11(b) of Parent's Disclosure Letter, it being understood that such list may be updated from time to time to add or subtract individuals, subject, in each case, to the mutual agreement of Purchaser and Parent.

“Cap” has the meaning set forth in Section 8.2(b).

“Claim Notice” has the meaning set forth in Section 8.4(a).

“Class Action Deductible” has the meaning set forth in Section 8.2(b).

“Closing” has the meaning set forth in Section 2.5.

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“Closing Company Material Adverse Effect” shall have the same meaning as Company Material Adverse Effect, except that (i) each reference to “Target Companies” set forth in such definition shall be replaced with a reference to “Subject Companies,” and (ii) in clause (ii) thereof, the phrase “to perform their obligations under any of the Transaction Documents or to consummate the transactions contemplated thereby in a timely manner” shall be replaced with “to perform their obligations under any of the Transaction Documents or to consummate the transactions contemplated thereby in a timely manner, in each case to the extent they relate, or are contemplated to be consummated, at the applicable Closing”.

“Closing Date” means, with respect to any Closing, the date on which such Closing occurs.

“Closing Payment” means, as of any Closing, the sum of the following in respect of each Target Business Segment to be purchased and sold at such Closing: (a) the Estimated Net Asset Value of such Target Business Segment, and (b) the Premium applicable to such Target Business Segment; provided, however, that at the Closing in respect of the European Target Companies, the Closing Payment shall be reduced by an amount, if any, equal to the Holdback Amount in respect of each other Target Business Segment if the Closing for such other Target Business Segment has not occurred concurrently with or prior to such Closing.

“Closing Purchaser Material Adverse Effect” shall have the same meaning as Purchaser Material Adverse Effect, except that the phrase “to perform its obligations under any of the Transaction Documents or to consummate the transactions contemplated thereby in a timely manner” shall be replaced with “to perform its obligations under any of the Transaction Documents or to consummate such Closing contemplated thereby in a timely manner, in each case to the extent they relate, or are contemplated to be consummated, at the applicable Closing”.

“Code” means the Internal Revenue Code of 1986.

“Company In-Process Marks” means the trademarks listed in Section 1.1(a) of Parent's Disclosure Letter which will be assigned to one of the Target Companies on the applicable Closing Date.

“Company Material Adverse Effect” means any change, effect, event or occurrence that, either individually or in the aggregate with any other change, effect, event or occurrence, (i) has or is reasonably likely to have a material and adverse effect on the business, operations, assets, liabilities, condition (financial or otherwise) or the results of operations of the Target Companies, taken as a whole, or (ii) would be reasonably likely to prevent or materially impair the ability of Parent or any of its Affiliates to perform their respective obligations under the Transaction Documents or to consummate the transactions contemplated thereby in a timely manner; provided that, in the case of clause (i) only, none of the following (or the results thereof), either alone or in combination with any other changes, effects, events or occurrences, shall constitute or contribute to a Company Material Adverse Effect: (a) any change in applicable accounting principles or any adoption, proposal, implementation or change in Law (including any Law in respect of Taxes) or any interpretation thereof by any Government Authority; (b) any change in global, national or regional political conditions (including protests, strikes, riots, acts of terrorism or war) or in general global, national or regional economic, business, regulatory, political or market conditions or in national or global financial or capital markets (including any such conditions or markets in the United States or any of the countries in which any Target Company is incorporated or organized); (c) any change generally affecting the industries or market sectors in the geographic regions in which one or more of the Target Companies operate; (d) any change resulting from or arising out of hurricanes, earthquakes, floods, or other

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natural disasters; (e) the negotiation, execution, announcement or performance of the Transaction Documents or consummation of the transactions contemplated thereby; (f) the failure of one or more of the Target Companies to meet any internal or public projections, forecasts or estimates of performance, revenues or earnings (it being understood that the facts and circumstances contributing to such failure may constitute or contribute to a Company Material Adverse Effect); (g) any actions (or the effects of any action) taken (or omitted to be taken) upon the written request or instruction of, or with the written consent of, Purchaser, consistent with the terms hereof, to consummate the transactions contemplated hereby; (h) any action (or the effects of any action) taken (or omitted to be taken) by the Target Companies as required pursuant to this Agreement or (i) any change, effect, event or circumstance primarily caused by, occurring at, affecting or relating to Purchaser Topco, Purchaser or any of their Affiliates (including any bankruptcy, work stoppage or other adverse change at Purchaser Topco, Purchaser or any of their Affiliates); except in the cases of clauses (a), (b) and (c) to the extent such change (or any results thereof) has a disproportionate effect on the Target Companies, taken as a whole, compared with other Persons operating in the industries and jurisdictions in which the Target Companies operate.

“Company Trademarks” means those trademarks listed on Section 1.1(b) of Parent's Disclosure Letter.

“Competing Person” has the meaning set forth in Section 5.15(b)(v).

“Confidential Information” means, with respect to either Party or any of its respective Affiliates, any information disclosed to such Party by the other Party or any of the other Party's respective Affiliates that relates to (i) the provisions of this Agreement or any agreement entered into pursuant to this Agreement, (ii) the negotiations relating to this Agreement (or any such other agreement), (iii) any information relating to the business, financial or other affairs (including future plans, financial targets, trade secrets and know-how) of such other Party or such other Party's Affiliates, or (iv) any information of the other Party or such other Party's Affiliates provided in a manner which reasonably indicates the confidential or proprietary nature of such information. With respect to Purchaser and its Affiliates, Confidential Information includes all Evaluation Material (as such term is defined in the Confidentiality Agreement).

“Confidentiality Agreement” means the letter agreement, dated as of April 10, 2012, as amended, between Parent and Purchaser Topco.

“Constituent Documents” means, with respect to any corporation, its charter or articles of incorporation or association and by-laws; with respect to any partnership, its certificate of partnership and partnership agreement; with respect to any limited liability company, its certificate of formation and limited liability company or operating agreement; with respect to each other Person, its comparable constitutional instruments or documents (and, in each case, such similar instruments or documents as applicable under a relevant jurisdiction).

“Consumer Financial Protection Law” means (i) all Laws concerning the protection of consumers in credit, credit sale and leasing transactions, including Laws addressing usury, credit terms, disclosure, collection and repossession practices, and limitations on creditor's rights; and (ii) Data Protection Laws.

“Continuing Employees” has the meaning set forth in Section 5.11(c).

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“Contract” means any written contract, agreement, undertaking, indenture, lease or other written instrument of any kind to which any Target Company, any Securitization Originator, any Securitization Depositor or any Securitization Issuing Entity is a party or by which it or any of its assets or properties is bound but shall exclude any Target Company Benefit Plan.

“Control” means, with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

“Corresponding Derivative” means (i) any Derivative Transaction set forth under “Swap Transactions Between Ally Investment Management LLC and a Target Company” in Section 3.18 of Parent's Disclosure Letter and (ii) any Derivative Transaction entered into on or after the date hereof between Ally Investment Management LLC, on the one hand, and a Target Company, on the other hand.

“Credit Enhancement” means any security deposit or unapplied advance payment, investment certificate, certificate of deposit, authorization to hold funds, hypothecation of account or like instrument, letter of credit, agreement of indemnity guarantee, recourse agreement, security agreement or property, in each case pledged, assigned, mortgaged, made, delivered or transferred as security for the performance of any obligation under or with respect to any Financing Contract.

“Criminal Liability” means any liability, fine, censure or other sanction resulting from the violation of any criminal Law, other than immaterial violations that have not and could not result in (a) any financial liability that is material to any Target Business Segment taken as a whole, or (b) incarceration of any director or employee of any Target Company.

“Data Protection Laws” means all Laws covering the protection of Personal Data in any Target Jurisdiction, including if and to the extent applicable the Data Protection Directive 95/46/EC.

“De Minimis Target Companies” means (i) with respect to the European Target Companies, one or more European Target Companies, that both (a) are not organized in the United Kingdom or Germany and (b) the asset value of which does not exceed 20% of the aggregate asset value of all of the European Target Companies, in each case, as at September 30, 2012, and (ii) with respect to the MCC Target Companies, either (a) GMAC Automotriz Limitada and/or Comerical Automotriz Chile S.A., or (b) GMAC Financiera de Colombia S.A. Compañía de Financiamiento, GMAC Servicios S.A.S., a Colombia sociedad de acciones simplificada and/or GMAC Colombia S.A. LLC, a Delaware limited liability company; provided that any group of MCC Target Companies that includes one or more MCC Target Companies identified in each of (a) and (b) shall not constitute “De Minimis Target Companies”).

“Deductible” has the meaning set forth in Section 8.2(b).

“Deferred Closing” has the meaning set forth in Section 2.9(a).

“Deferred Closing Date” has the meaning set forth in Section 2.9(a).

“Deferred Premium” means, in the event one or more MCC Target Companies is a Deferred Target Company, the amount equal to the Premium applicable to the MCC Target Companies multiplied by the pro rata portion of the estimated book value that the Deferred Target Company and

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its Sibling Companies (if any) represent relative to the estimated book value of the MCC Target Companies as a whole, estimated as of the applicable Closing.

“Deferred Target Company” has the meaning set forth in Section 2.9(a).

“Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indices, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

“Disclosing Party” has the meaning set forth in Section 5.6(b).

“Disclosure Letter” means, with respect to either Party, a letter delivered by such Party to the other Party contemporaneously with the execution and delivery of this Agreement setting forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations, warranties or covenants of such Party contained in this Agreement; provided that the mere inclusion of an item in a Disclosure Letter as an exception to a representation, warranty or covenant shall not be deemed an admission by the disclosing Party that such item (or any non-disclosed item or information of comparable or greater significance) represents a material exception, fact, event or circumstance or that such item has had or is reasonably likely or expected to result in a Company Material Adverse Effect or a Purchaser Material Adverse Effect, as applicable; provided, further, that a disclosure in any section of such Party's Disclosure Letter shall be deemed to be a disclosure for all other sections of such Party's Disclosure Letter in respect of which it is reasonably apparent on the face of such disclosure that such disclosure is applicable, whether or not repeated or cross-referenced in such other section; provided that although Parent's Disclosure Letter has been divided into two segments labeled “Europe” and “Latin America”, each section and subsection in each segment shall be read in concert so that each disclosure under an applicable section or subsection in either segment of Parent's Disclosure Letter shall be considered to be disclosed in a single unified section or subsection of Parent's Disclosure Letter, and the fact that an item has been disclosed in one segment shall not be construed to mean that such disclosure is limited to such segment.

“Dutch Target Companies” means the Target Companies listed on Schedule 1.1(c).

“Effective Hire Date” has the meaning set forth in Section 5.11(a).

“Employee Representative Body” has the meaning set forth in Section 3.10(g).

“Encumbrance” means any mortgage, deed of trust, easement, pledge, hypothecation, assignment, security interest, restriction, option, equity interest, preference, participation interest, claim, lien, or encumbrance; provided, however, that no Encumbrance shall be deemed to be created by this Agreement or any other Transaction Document.

“Environmental Law” means all Laws concerning the protection of the environment or natural resources, or the use, handling, release, disposal of, or exposure to any pollutants, contaminants or toxic or hazardous materials, substance or wastes.

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“Equity Interest” means, with respect to any Person, any share of capital stock of, or any general, limited or other partnership interest, membership interest or similar ownership interest in, such Person.

“Estimated Closing Statement” means, for any Closing, a statement setting forth the unaudited combined balance sheet of the Subject Companies as of the close of business on the last day of the month ended two months immediately prior to the month in which such Closing occurs, prepared in accordance with the Agreed Accounting Principles and using the same methodology used to prepare the Reference Closing Statement, including Parent's good faith calculation of the Estimated Net Asset Value.

“Estimated Net Asset Value” means, for any Closing, a calculation of the Net Asset Value of each Target Business Segment (excluding any Deferred Target Companies) as of the close of business on the last day of the month ended two months immediately prior to the month in which such Closing occurs, as set forth on the Estimated Closing Statement.

“Estimated Net Derivative Value” means, for any Closing, Parent's good faith estimate of the Final Net Derivative Value in respect of such Closing.

“European Intercompany Loan” has the meaning set forth in Section 5.17(a)(iii).

“European Target Companies” means the Target Companies listed on Schedule 1.1(d).

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Target Company Benefit Plans” has the meaning set forth in Section 3.9(a).

“Final Closing” means the Closing at which, upon the consummation of the purchase and sale of the Subject Companies, all Target Companies will have been purchased by and sold to Purchaser.

“Final Closing Statement” means, for any Closing, the audited combined balance sheet of the Subject Companies as of the close of business on the day immediately preceding the applicable Closing Date, prepared in accordance with the Agreed Accounting Principles, including a calculation of the Net Asset Value of each Target Business Segment (excluding any Deferred Target Companies) as of the close of business on the day immediately preceding such Closing Date.

“Final Net Asset Value” means the Net Asset Value of a Target Business Segment (excluding any Deferred Target Companies) as of the close of business on the day immediately preceding the relevant Closing Date as shown on the applicable Final Closing Statement.

“Financing Contract” means any executory Contract in the form of a lease of or rental agreement with respect to motor vehicles or secured or unsecured financing of motor vehicles with respect to which (i) any Target Company, any Securitization Originator, any Securitization Depositor or any Securitization Issuing Entity is the lessor, seller, lender, secured party or obligee (whether initially or as an assignee), or (ii) is between an obligor, on the one hand, and a lessor, seller, obligee, secured party or assignee of any of the foregoing, on the other hand.

“French Target Company” means the Target Company listed on Schedule 1.1(e) and identified as such thereon.

“GAAP” means U.S. generally accepted accounting principles.

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“German Target Companies” means the Target Companies listed on Schedule 1.1(f) and identified as such thereon.

“GMAC IF” means GMAC International Finance B.V.

“GMAC-SAIC” means GMAC-SAIC Automotive Finance Co. Ltd.

“Government Authority” means any foreign or domestic, federal, state, provincial, county, city or local legislative, administrative or regulatory authority, agency, court, tribunal, body or other governmental or quasi-governmental entity with competent jurisdiction, including any supranational body and any self-regulatory authority or organization.

“Government Order” means any order, writ, judgment, injunction, approval, decree, declaration, stipulation, determination, agreement or award entered by or with any Government Authority.

“Historical Financial Statements” has the meaning set forth in Section 5.19.

“Holdback Amount” means (i) with respect to the Brazilian Target Companies, $65,000,000, and (ii) with respect to the MCC Target Companies, $100,000,000.

“Indebtedness” has the meaning set forth in Section 3.15(a)(iv).

“Indemnifiable Tax Representations” means the representations and warranties set forth in Section 3.8(i) through and including (l) (other than clause (iv) thereof), (m), (o), (p), (s), clause (c) on Schedule 3.8(v) (France), clauses (a)(i) through (a)(iii) on Schedule 3.8(x) (Netherlands), and clauses (a) through (e) on Schedule 3.8(w) (Germany).

“Indemnified Person” has the meaning set forth in Section 8.4(a).

“Indemnifying Person” has the meaning set forth in Section 8.4(a).

“Initial Terms and Conditions of Employment” has the meaning set forth in Section 5.11(a).

“Insurance Policies” has the meaning set forth in Section 3.17.

“Intellectual Property” means, in any and all jurisdictions throughout the world, any (i) trademarks, service marks, Internet domain names, trade dress and trade names, registrations and applications for registration of the foregoing, and the goodwill associated therewith and symbolized thereby (“Trademarks”), (ii) patents and patent applications (including any provisional, continuation, continuation-in-part, divisional and reissue) and any term extensions, (iii) confidential and proprietary information, including trade secrets, know-how and invention disclosures, and (iv) copyrights (including copyrights in computer software, Internet websites and databases) and registrations and applications for registration of the foregoing.

“Intercompany Loan” has the meaning set forth in Section 3.20.

“IRS” means the U.S. Internal Revenue Service.

“ISDA Agreement” means an International Swaps and Derivatives Association Master Agreement.

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“IT Assets” means computers, computer software (whether in source or object code), firmware, middleware, servers, workstations, routers, hubs, switches, data, data communications lines, and other information technology equipment, and associated documentation.

“Key Person” has the meaning set forth in Section 5.15(f)(i).

“Knowledge” means (i) with respect to Parent, the actual knowledge after reasonable inquiry of any of the officers listed in Section 1.1(c) of Parent's Disclosure Letter and (ii) with respect to Purchaser, the actual knowledge after reasonable inquiry of any of the officers listed in Section 1.1(c) of Purchaser's Disclosure Letter. “Knowledge” does not require Parent to conduct, have conducted, obtain or have obtained any non-infringement, inventorship, invalidity, freedom-to-operate or any other opinions of counsel of any nature, formal or informal, or any searches regarding Intellectual Property, including any subject matter, ownership, competitive intelligence or other searches, and no knowledge of any third-party Intellectual Property rights that would have been revealed by such inquiries, opinions or searches will be imputed to Parent; provided, however, that Parent shall be deemed to have actual knowledge of any such opinions of counsel conducted or obtained directly by Parent.

“Law” means any law, statute, ordinance, rule, regulation, code, order, judgment, injunction, decree, directive, policy, guideline, ruling, approval or other requirement or rule of law enacted, issued, promulgated, enforced or entered by a Government Authority.

“Leased Properties” has the meaning set forth in Section 3.12(a).

“Leases” has the meaning set forth in Section 3.12(a).

“Liabilities” means any/or all (as applicable from the context) debt, liability or obligation of any kind whatsoever, whether known or unknown, asserted or unasserted, determined or determinable, absolute or contingent, liquidated or unliquidated, accrued or unaccrued and whether due or to become due.

“Losses” means any damages, losses, claims, demands, actions, suits, proceedings, payments, liabilities, charges, interest, fines, judgments, penalties and out-of-pocket costs and expenses (including reasonable fees and out-of-pocket expenses of outside legal counsel), whether or not involving a Third-Party Claim.

“Material Indebtedness” has the meaning set forth in Section 3.4.

“MCC Target Companies” means the Target Companies listed on Schedule 1.1(g).

“Net Asset Value” means, as of and for any Closing, the aggregate amount (in U.S. Dollars) of the assets and property of the Subject Companies (which, for the avoidance of doubt, shall not include any asset attributable to a right to receive refunds in respect of Taxes or VAT to which Purchaser or any of its Affiliates is entitled pursuant to the 2006 Agreements) minus the aggregate amount of the Liabilities of the Subject Companies, in each case that are required to be set forth on a balance sheet of each respective Subject Company prepared in accordance with the Agreed Accounting Principles. Notwithstanding the foregoing, Net Asset Value shall not give effect to purchase accounting or any other adjustments relating to the sale of the Target Equity Interests contemplated by this Agreement or the conduct by Purchaser following a Closing of the business operated by the Subject Companies.

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“Net Deferred Tax Asset” shall mean the aggregate of the deferred tax assets and deferred tax liabilities (which aggregate shall not be reduced by the amount of any reserve for contingent tax liabilities maintained under FAS 5, FIN 48 or any successor or similar accounting principle) (net of any valuation allowance) of the Target Companies taken into account in calculating Net Asset Value based on the more recent of (i) the September 30 Financials, (ii) the Estimated Closing Statements, and (iii) the Final Closing Statements of the Target Business Segments.

“Net Derivative Value” means, with respect to any Closing, the sum (which may be positive or negative) of (i) the positive or negative aggregate value (including the value of any deferred cost associated therewith) of each outstanding Subject Trust Derivative plus (ii) the positive or negative aggregate value (including the value of any deferred cost associated therewith) of each outstanding Subject Transferred Derivative plus (iii) the Purchaser Derivative Termination Obligations incurred in connection with such Closing; itbeingunderstood that the values calculated pursuant to clauses (i) and (ii) shall be calculated pursuant to the Agreed Derivative Valuation Principles.

“Non-Approved Company” has the meaning set forth in Section 2.9(a).

“Non-Compete Term” has the meaning set forth in Section 5.15(a).

“Non-Indemnifiable Tax Representations” means the representations and warranties set forth in Section 3.8(a) through and including (h), (n), (q), (r), (t), (u), clause (iv) of Section 3.8(l), clauses (a) and (b) on Schedule 3.8(v) (France) and clause (f) on Schedule 3.8(w) (Germany).

“Notice” has the meaning set forth in Section 10.1(a).

“OFAC” means the Office of Foreign Assets Control, within the U.S. Department of Treasury.

“Old Plans” has the meaning set forth in Section 5.11(d).

“Outside Date” has the meaning set forth in Section 9.1(b).

“Owned Properties” has the meaning set forth in Section 3.12(a).

“Paid Purchase Price” means, as of any date, the cumulative amount of each Target Business Segment Purchase Price paid to Parent on or before such date.

“Parent” has the meaning set forth in the Preamble.

“Parent Benefit Plans” has the meaning set forth in Section 3.9(a).

“Parent Fundamental Representations” means Section 3.1(a) (Organization), Section 3.1(b) (Authorization), Section 3.1(c) (Binding Effect), Section 3.2 (other than clause (d) thereof) (Equity Interests of the Target Companies) and Section 3.21 (Finder's Fees).

“Parent Guarantees” has the meaning set forth in Section 5.12(b).

“Parent In-Process Marks” means the trademarks listed in Section 1.1(d) of Parent's Disclosure Letter which will be assigned to Parent on or prior to the applicable Closing Date.

“Parent Indemnified Persons” has the meaning set forth in Section 8.3(a).

“Parent Required Governmental Approvals” has the meaning set forth in Section 3.7.

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“Parent Trademarks” means those trademarks listed on Section 1.1(e) of Parent's Disclosure Letter.

“Parties” means Parent, Purchaser and, solely for purposes of Section 5.3, Section 5.6, Section 5.14(b) and Article X, Purchaser Topco.

“Pension Plan” has the meaning set forth in Section 5.11(h).

“Permits” means licenses, permits, certificates, notifications, registrations and other authorizations and approvals that are issued by or obtained from any Government Authority.

“Permitted Encumbrances” means (i) Encumbrances for Taxes, assessments or governmental charges or levies not yet due and payable, or which although delinquent can be paid without penalty or interest, or are being contested in good faith by appropriate proceedings, and for which appropriate reserves have been established therefor in the Target Company Financial Information in accordance with GAAP, (ii) Encumbrances resulting from a precautionary filing by a lessor with respect to a lease, (iii) Encumbrances imposed by Law, such as carriers', warehousemen's and mechanics' liens and other similar liens arising in the ordinary course which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings, (iv) purchase money security interests for the purchase or leasing of office equipment, computers, vehicles and other items of tangible personal property arising in the ordinary course of business consistent with past practice, (v) in the case of the Specified Properties, zoning, building, subdivision, environmental, entitlement or other land use regulations (including requirements for geo-referencing of rural properties' metes and bounds according to Brazilian Federal Law No. 10,267/2001 and the restrictions for acquisition of rural properties by foreign entities or Brazilian entities controlled by foreign Persons according to Brazilian Federal Law No. 5,709/71), (vi) in the case of the real property, easements, quasi-easements, encumbrances, licenses, covenants, rights-of-way, rights of re-entry or other restrictions and similar agreements, conditions or restrictions or Encumbrances that would be shown by a current title report or other similar report or listing or by a current survey or physical inspection, (vii) Encumbrances incurred in accordance with the terms of Securitization Transactions and (viii) any other Encumbrances that do not impair in any material respect, in each case, the ownership, operation, current use or value of the Target Companies, any Specified Property or any material asset of a Target Company.

“Person” means any individual, bank, corporation, general or limited partnership, association, limited liability company, business trust, branch, unincorporated organization or similar organization, whether domestic or foreign, or any Government Authority.

“Personal Data” means information or data relating to an identifiable individual.

“Post-Closing Period” means, with respect to a Target Company, each taxable period of the Target Company that begins after the applicable Closing Date and, in the case of a taxable period beginning on or before and ending after the applicable Closing Date, the portion of such period beginning after the applicable Closing Date.

“Pre-Closing Period” means, with respect to a Target Company, each taxable period of the Target Company that ends on or before the applicable Closing Date and, in the case of a taxable period beginning on or before and ending after the applicable Closing, the portion of such period through the end of the applicable Closing Date.

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“Premium” means, with respect to (i) the Brazil Target Companies, $53,000,000, (ii) with respect to the MCC Target Companies, the remainder of $80,000,000 less the amount of any Deferred Premium, and (iii) with respect to the European Target Companies, $0.

“Prohibited Person” means (i) any Person identified on OFAC's list of Specially Designated Nationals and Blocked Persons or targeted by an OFAC Sanctions Program; (ii) the government, including any political subdivision, agency, instrumentality, or national thereof, of any country against which the United States or any Target Jurisdiction targets through economic sanctions or embargoes; (iii) any Person acting, directly or indirectly, on behalf of, or an entity that is owned or controlled by, a Specially Designated National and Blocked Person or by a government or Person identified in clause (ii) above, or (iii) a Person on any other similar export control, terrorism, money laundering or drug trafficking related list administered by any Government Authority either within or outside the U.S. with whom it is illegal to conduct business pursuant to applicable Law.

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser Benefit Plans” has the meaning set forth in Section 5.11(d).

“Purchaser Derivative Termination Obligations” means, with respect to any Closing, 50% of the out-of-pocket expenses incurred by Parent in connection with its efforts to terminate any Subject Rejected Derivative, and the non-realization of any deferred cost associated therewith; provided that in no event shall the aggregate amount of Derivative Termination Expenses payable at all Closings exceed $10,000,000.

“Purchaser Fundamental Representations” means Section 4.1(a) (Organization), Section 4.1(b) (Authorization), Section 4.1(c) (Binding Effect), Section 4.4 (Finder's Fees) and Section 4.6 (Securities Law Compliance).

“Purchaser Indemnified Persons” has the meaning set forth in Section 8.2(a).

“Purchaser Material Adverse Effect” means, as of any particular date, any change, effect, event or occurrence that, individually or when considered in the aggregate with any other change, effect, event or occurrence, would be reasonably likely to materially and adversely impair the ability of Purchaser or any of Purchaser's Affiliates to perform its respective obligations under any of the Transaction Documents or to consummate the transactions contemplated thereby in a timely manner.

“Purchaser Required Governmental Approvals” has the meaning set forth in Section 4.3.

“Purchaser Topco” has the meaning set forth in the Preamble.

“Receiving Party” has the meaning set forth in Section 5.6(b).

“Reference Closing Statement” means the statement attached as Schedule D.

“Rejected Derivative” means each AIM Derivative not identified by Purchaser in accordance with Section 5.23(a).

“Related Party” has the meaning set forth in Section 3.18.

“Related Party Contract” has the meaning set forth in Section 3.18.

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“Relevant Transfer” has the meaning set forth in Section 3.10(f).

“Remaining Target Business Segments” means, as of any date, each Target Business Segment that has not been purchased and sold pursuant to an applicable Closing on or prior to such date.

“Representatives” means, with respect to any Person, such Person's Affiliates, directors, managers, officers, employees, legal or financial advisors, agents or other representatives, or anyone acting on behalf of them or such Person.

“Required Governmental Approvals” means the Purchaser Required Governmental Approvals and the Parent Required Governmental Approvals.

“Restricted Activity” has the meaning set forth in Section 5.15(a).

“Restricted Persons” has the meaning set forth in Section 5.15(a).

“Restricted Region” means, for any Target Business Segment, the jurisdictions identified in respect of such region on Schedule 1.1(h).

“Restricted Territory” has the meaning set forth in Section 5.15(a).

“Restructuring” means the transactions described in Section 1.1(f) of Parent's Disclosure Letter.

“Retention Agreements” has the meaning set forth in Section 5.11(e).

“Revised Statements” has the meaning set forth in Section 2.7.

“Run-Off Insurance” has the meaning set forth in Section 5.8(c).

“Sanctions Program” means an OFAC-administered economic sanctions program that targets threats to the U.S. national security, foreign policy or economy and pursuant to which targets are identified through legislation, by Executive Order and/or in the Foreign Assets Control Regulations, 31 CFR, Subtitle B, Chapter V.

“Scheduled Intellectual Property” has the meaning set forth in Section 3.14(a).

“Securities Act” means the Securities Act of 1933.

“Securitization Depositor” means the depositor, assignor, trustor, settlor, receivables trustee, seller or any similar role in any Securitization Transaction.

“Securitization Instruments” has the meaning set forth in Section 3.19(a).

“Securitization Issuing Entity” means any issuing entity in any Securitization Transaction.

“Securitization Originator” means, with respect to a Securitization Transaction, the entity that originated or otherwise acquired the assets securitized in such Securitization Transaction and directly or indirectly sold them to the related Securitization Depositor or Securitization Issuing Entity.

“Securitization Servicer” has the meaning set forth in Section 3.19(a).

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“Securitization Transaction” means any transaction sponsored by any of the Target Companies under which any of the Target Companies have sold or pledged receivables in a securitization in which securities backed by, or other interest in, such receivables were sold and any of such securities or other interests remain outstanding.

“Sellers” means, with respect to any Target Equity Interests, those Persons listed in Part 2 of Schedule A as a “Seller” of such Target Equity Interests.

“Sibling Target Company” means any Target Company incorporated or organized in the same jurisdiction as a Non-Approved Company.

“Solvent” has the meaning set forth in Section 4.8.

“Specified Closing Date” has the meaning set forth in Section 2.5.

“Specified Contracts” has the meaning set forth in Section 3.15(a).

“Specified Jurisdiction” means Brazil, Germany, Mexico and the United Kingdom.

“Specified Jurisdiction Cap” means, with respect to any Specified Jurisdiction, an amount equal to 20% of the aggregate revenue for the year ended December 31, 2012 generated by the Target Companies, taken as a whole, located in such Specified Jurisdiction.

“Specified Properties” has the meaning set forth in Section 3.12(a).

“Straddle Period” has the meaning set forth in Section 7.11.

“Subject BG Derivative” means, with respect to any Closing, a BG Derivative entered into primarily relating to one or more Subject Companies.

“Subject Companies” means, with respect to any Closing, the Target Companies to be purchased and sold at such Closing.

“Subject Rejected Derivative” means, with respect to any Closing, a Rejected Derivative primarily relating to one or more Subject Companies.

“Subject Transferred Derivative” means, with respect to any Closing, a Transferred Derivative primarily relating to one or more Subject Companies.

“Subject Trust Derivative” means, with respect to any Closing, a Trust Derivative to which a Securitization Issuer primarily relating to one or more Subject Companies is a party.

“Subsidiary” means, for any Person, any other Person of which such first Person owns (either directly or through one or more other Subsidiaries) a majority of the outstanding Equity Interests or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such other Person, and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising control.

“Surviving Provisions” means Article I (Definitions and Terms), Section 5.6 (Confidentiality), Section 5.7 (Announcements), Section 8.8 (Exclusive Remedies), Article IX (Termination), and Article X (Miscellaneous).

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“Target Business” means the business conducted by the Target Companies as of the date hereof.

“Target Business Segment” has the meaning set forth in the Recitals.

“Target Business Segment Purchase Price” has the meaning set forth in Section 2.2(a).

“Target Companies” means those Persons listed in Part 1 of Schedule A as a “Target Company.”

“Target Company Benefit Plans” has the meaning set forth in Section 3.9(a).

“Target Company Financial Information” has the meaning set forth in Section 3.3(a).

“Target Equity Interests” means all of the Equity Interests listed in Part 2 of Schedule A as “Target Equity Interests.”

“Target Guarantee” has the meaning set forth in Section 3.15(d).

“Target Jurisdiction” means any jurisdiction in which any Target Company is operating, located or incorporated or organized.

“Target Permits” has the meaning set forth in Section 3.11(b).

“Tax” and “Taxes” means (i) all federal, state, local, municipal or foreign taxes, customs duties and governmental levies of any kind whatsoever imposed by a Government Authority, including all income, gross receipts, capital, sales, services, use, financial transaction, insurance, ad valorem, VAT, business flat tax, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, contributions to public or governmental funds, investment grants or subsidies, social security contributions (including employer and employee national insurance contributions and contributions to Instituto Mexicano del Seguro Social), housing and retirement quotas or contributions (including Instituto del Fondo Nacional de la Vivienda para los Trabajadores), contributions to retirement savings funds (including Sistema de Ahorro para el Retiro), compulsory profit sharing with employees for (including Participación de los Trabajadores en las Utilidades), and unemployment, excise, severance, stamp, occupation, property and estimated taxes that are taxes, customs duties or levies imposed by a Government Authority, whether payable on the basis of a tax assessment or by direct payment, withholding, deduction or liability to account, (ii)  any interest, additions, penalties or other incidental payments or ancillary charges with respect thereto and (iii) any liability in respect of any items described in clauses (i) or (ii) payable by reason of Contract, assumption, transferee or successor liability, operation of Law, Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Law) or otherwise. “Tax Attribute” shall mean the net operating loss, foreign tax credit, tax basis in an asset or any similar tax characteristic or attribute of any of the Target Companies prior to the applicable Closing.

“Tax Claim” has the meaning set forth in Section 7.4(a).

“Tax Notice” has the meaning set forth in Section 7.4(a).

“Tax Returns” means any return, amended return or other report or notice (including elections, declarations, disclosures, schedules, estimates, claims for refund, tax audit reports (including

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dictámenes fiscales) and information returns and any amendments thereto) filed or required to be filed with a Taxing Authority by Law with respect to any Tax and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes any Target Company and its Affiliates.

“Taxing Authority” means any Government Authority or other fiscal, revenue, customs and excise authority, body or official having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Third-Party Claim” has the meaning set forth in Section 8.4(a).

“Threshold” has the meaning set forth in Section 8.2(b).

“Title Corrections” has the meaning set forth in Section 5.9(e).

“Trademark License Agreement Amendment” means an amendment substantially in the form attached as Exhibit 4 to the Trademark License Agreement, together with such changes and other terms as the Parties may mutually agree.

“Transaction Documents” means this Agreement, the Transition Services Agreement, and the Transitional Trademark License Agreements, the Trademark License Agreement Amendment and the deliverables listed on Schedule B.

“Transfer In-Process Marks” means the Company In-Process Marks and the Parent In-Process Marks.

“Transfer Taxes” has the meaning set forth in Section 7.5.

“Transferred Derivatives” mean (i) all BG Derivative Transactions, and (ii) each AIM Derivative, if any, selected by Purchaser in accordance with Section 5.23(a).

“Transferred Employees” has the meaning set forth in Section 5.11(a).

“Transition Services Agreement” means a Transition Services Agreement substantially in the form attached as Exhibit 1, together with such changes and other terms as the Parties may mutually agree.

“Transitional Trademark License Agreements” means collectively, the Transitional Trademark License Agreements substantially in the form attached as Exhibit 2 with respect to Mexico and Exhibit 3 for each of the other countries in which a Target Company is sold, together with such changes and other terms as the Parties may mutually agree.

“Treasury Regulations” means the regulations prescribed under the Code.

“Trust Derivative” means any Derivative Transaction to which a Securitization Issuing Entity is a party.

“UK Target Companies” means the Target Companies listed on Schedule 1.1(i).

“VAT” means value added tax as provided for in Council Directive 2006/112/EC (or as implemented by any member state of the European Union) and any other tax of a similar nature, irrespective of the jurisdiction in which it is imposed.

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“VATA” means the Value Added Tax Act 1994 of the United Kingdom.

“Virtual Data Room” means the virtual data room containing documents and information relating to, among other things, the Target Companies, the Target Business and the Target Equity Interests made available by Parent in electronic form to Purchaser and its Representatives.

Section 1.2    Interpretation.

(a)Unless the context otherwise specifically requires:

(i)the words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(ii)all terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(iii)the terms “Dollars” and “$” mean United States Dollars;

(iv)references to words of inclusion herein shall not be construed as terms of limitation, and thus references to “included” matters or items shall be regarded as non-exclusive, non-characterizing illustrations;

(v)the words “or” and “nor” shall not be exclusive;

(vi)references herein to either gender shall include the other gender;

(vii)references to this Agreement shall include Parent's Disclosure Letter, Purchaser's Disclosure Letter, the Preamble and any Recitals, Schedules and Exhibits to this Agreement;

(viii)references herein to the Preamble or to any Recital, Article, Section, Subsection, Exhibit or Schedule shall refer, respectively, to the Preamble or to a Recital, Article, Section, Subsection, Exhibit or Schedule to this Agreement;

(ix)references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and all references to any section of any statute, rule or regulation include any successor to the section;

(x)references to any Government Authority include any successor to such Government Authority;

(xi)references to any agreement or other document are to such agreement or document as amended, modified, supplemented or replaced in accordance with its terms from time to time;

(xii)references to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm;

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(xiii)references to a time of day are, unless otherwise specified, references to New York City time;

(xiv)references to “made available” (or words of similar import) in respect of information made available (or words of similar import) by Parent mean any information made available to Purchaser (including any information made available prior to the date hereof in the Virtual Data Room);

(xv)references herein to Parent making available, or having made available, a “complete” copy of any document shall mean that Parent makes available, or has made available, a copy of the entire text of such document, including any material amendments or modifications thereto or thereof; and

(xvi)references to writing shall include any mode of reproducing words in a legible and non-transitory form.

(b)The table of contents and headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement.

(c)No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel.

(d)Whenever a provision of this Agreement provides that an action is to be effected as of, on or by a certain date, and such date is not a Business Day, this Agreement shall be read so that such action is required to be effected as of, on or by (as applicable) the next succeeding Business Day.

ARTICLE II

SALE AND PURCHASE OF THE TARGET EQUITY INTERESTS

Section 2.1    Sale and Purchase of the Target Equity Interests. On the terms and subject to the conditions set forth herein, at each Closing, Parent shall cause each applicable Seller to sell, transfer and deliver to Purchaser, free and clear of any Encumbrances other than any restrictions arising under applicable Law and the Constituent Documents of the Target Companies, and Purchaser shall purchase and receive from each applicable Seller, all of such Seller's right, title and interest in and to the Target Equity Interests in each Subject Company owned by such Seller.

Section 2.2    Purchase Price.

(a)    The aggregate purchase price for each Target Business Segment (each, a “Target Business Segment Purchase Price”) shall be an amount in respect of such Target Business Segment equal to (i) the Closing Payment in respect of such Target Business Segment, plus (ii) the Adjustment Amount in respect of such Target Business Segment, plus (iii) in the case of the European Target Companies, any Holdback Amount actually paid. Each Target Business Segment Purchase Price shall be payable and subject to adjustment as provided herein. The Purchase Price shall be inclusive of any applicable VAT (howsoever arising), and neither Parent nor any Seller (on the one hand) nor Purchaser nor any Affiliate of Purchaser (on the other hand) shall exercise any option or right

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available to it under applicable Law to voluntarily qualify any of the transactions contemplated hereunder as a taxable transaction for VAT purposes.

(b)    No later than seven Business Days prior to each Closing Date, Parent shall deliver to Purchaser an Estimated Closing Statement relating to the Target Business Segment(s) that will be the subject of such Closing Date. Purchaser shall have an opportunity to review each Estimated Closing Statement and shall be provided reasonable access to the books, records and other relevant information of Parent and its Representatives to the extent reasonably necessary to review such Estimated Closing Statement.

Section 2.3    Purchase Price Adjustment.

(a)    As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

(b)    Within five Business Days of the delivery of the report on any Final Closing Statement in respect of any Target Business Segment by the Accounting Expert, to the extent that the applicable Estimated Net Asset Value is not equal to the applicable Final Net Asset Value:

(i)if the applicable Estimated Net Asset Value is greater than the applicable Final Net Asset Value, Parent shall cause the Sellers to pay promptly to Purchaser an amount equal to the absolute value of the Adjustment Amount, by wire transfer of immediately available funds to one or more accounts designated by Purchaser; and

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(ii)if the Estimated Net Asset Value is less than the Final Net Asset Value, Purchaser shall pay promptly to the Sellers an amount equal to the absolute value of the Adjustment Amount, by wire transfer of immediately available funds to one or more accounts designated by Parent.

(c)    The Parties agree that any such payment pursuant to this Section 2.3 shall be treated as an adjustment to the applicable Target Business Segment Purchase Price for the applicable Target Equity Interests for Tax purposes.

(d)    One Business Day prior to any Closing, or such other time and date as the Parties may agree, Parent shall deliver to Purchaser a statement setting forth the Net Derivative Value in respect of such Closing. The Net Derivative Value calculation delivered by Parent to Purchaser shall be final and binding, absent manifest error.

Section 2.4    Holdbacks. In the event that the Closing Payment at the Closing in respect of any European Target Company is reduced by any Holdback Amount, then, as deferred purchase price payments in respect of the European Target Companies, at each subsequent Closing (if any), an amount in Dollars equal to the Holdback Amount in respect of the Target Business Segment(s) that is the subject of such subsequent Closing shall be payable by wire transfer in immediately available funds to one or more accounts designated by Parent.

Section 2.5    Closing. The sale and purchase of the Target Equity Interests in each Target Business Segment will take place at a closing (each, a “Closing”) to be held at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York, at 10:00 a.m., New York City time, on (a) in the case of the European Target Companies and the MCC Target Companies the first Business Day of the calendar month following the calendar month in which the last of the conditions set forth in Article VI has been satisfied or waived (other than those conditions that, by their terms, are to be satisfied on such Closing Date, but subject to the satisfaction of those conditions) with respect to such Target Business Segment; provided, however, that in the event that the last of the conditions set forth in Article VI has been satisfied or waived (other than those conditions that, by their terms, are to be satisfied on such Closing Date, but subject to the satisfaction of those conditions) with respect to any Target Business Segment composed of the European Target Companies or the MCC Target Companies in the month of February, May, August or November of any year, then the Closing in respect of such Target Business Segment shall occur on the first Business Day of the second calendar month following such calendar month; (b) in the case of the Brazilian Target Companies, the first Business Day of the next fiscal quarter following the fiscal quarter in which the last of the conditions set forth in Article VI has been satisfied or waived (other than those conditions that, by their terms, are to be satisfied on the Closing Date, but subject to the satisfaction of those conditions) with respect to the Brazilian Target Companies; or (c) on such other date or at such other time and place as the Parties may mutually agree (any such date contemplated by (a), (b) or (c), a “Specified Closing Date”); provided, further, however, that in the event that, at any Closing, one or more Deferred Target Companies would be excluded from such Closing, Parent shall have the right, in its sole discretion, to postpone the Closing in respect of any Target Business Segment by delivering written notice to Purchaser informing Purchaser of its decision to postpone the Closing in respect of such Target Business Segment until the earliest to occur of (x) the first Specified Closing Date at which none of the Target Companies in such Target Business Segment would be Deferred Target Companies, (y) the last Specified Closing Date that is 120 or fewer days after the date that the last of the conditions set forth in Article VI has been satisfied or waived (other than those conditions that, by their terms, are to be satisfied on such

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Closing Date, but subject to the satisfaction of those conditions) with respect to such Target Business Segment and (z) any other Specified Closing Date identified by Parent in a subsequent written notice delivered to Purchaser. In no case shall the Closing in respect of any Target Business Segment occur prior to April 1, 2013. For the avoidance of doubt, the Closings associated with the three Target Business Segments may occur on three separate dates. Each Closing shall be deemed to be effective as of 12:01 a.m., New York City time, on the first calendar day of the calendar month in which such Closing occurs.

Section 2.6    Closing Deliverables.

(a)    At each Closing, Purchaser shall deliver, or cause to be delivered, to Parent the following:

(i)    an amount in Dollars equal to the sum of (A) the applicable Closing Payment plus (B) the applicable Net Derivative Value, by wire transfer in immediately available funds, to one or more accounts that have been designated by Parent at least two Business Days prior to the applicable Closing Date;

(ii)    if the Closing in respect of the European Target Companies has previously occurred, an amount in Dollars equal to the applicable portion of the Holdback Amount payable, by wire transfer in immediately available funds, to one or more accounts that have been designated by Parent at least two Business Days prior to the applicable Closing Date;

(iii)to the extent applicable, funds in an amount and of a type sufficient to satisfy Purchaser's obligations with respect to the repayment of Intercompany Loans set forth in Section 5.17;

(iv)the deliverables listed on Schedule B for which Purchaser or any of its Affiliates is responsible to the extent they relate to the Subject Companies;

(v)reasonable evidence that all Purchaser Required Governmental Approvals have been obtained;

(vi)the certificate referred to in Section 6.3(c); and

(vii)such other customary instruments of transfer or assumption, in each case in form and substance reasonably satisfactory to Parent, as may be reasonably required to give effect to the Transaction Documents to the extent they relate to such Closing.

(b)    At each Closing, Parent shall deliver, or cause to be delivered, to Purchaser the following:

(i)    the deliverables listed on Schedule B for which Parent or any of its Affiliates is responsible, to the extent they relate to the Subject Companies;

(ii)    the certificate referred to in Section 6.2(c);

(iii)    the certificates referred to in Section 6.2(d), to the extent they relate to the Subject Companies;

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(iv)    reasonable evidence that all Parent Required Governmental Approvals have been obtained;

(v)    subject to applicable Law, the resignations, effective as of such Closing, of all directors and officers of the Subject Companies, except for such individuals who are Continuing Employees;

(vi)    executed assignments of Parent's right, title and interest in and to the Company In-Process Marks applicable to the Target Companies involved in such Closing; and

(vii)    such other customary instruments of transfer or assumption, in each case in form and substance reasonably satisfactory to Purchaser, as may be reasonably required to give effect to the Transaction Documents to the extent they relate to such Closing.

(b)    At the first Closing to occur, Parent and Purchaser shall deliver, or cause to be delivered, to the other duly executed counterparts to each of the Transaction Documents (other than this Agreement) to which it or any of its Affiliates is a party.

Section 2.7    Purchase Price Allocation. Within 120 days following each Closing Date, Purchaser shall prepare (or cause to be prepared) and deliver to Parent a schedule (the “Allocation Schedule”) allocating the applicable Target Business Segment Purchase Price and other amounts payable and liabilities assumed pursuant to this Agreement or otherwise treated as consideration for U.S. federal income tax purposes among the Target Companies that comprise the Target Business Segment, and (ii) the amounts allocated to each Target Company included in such Target Business Segment and listed on Section 3.8(i) of Parent's Disclosure Letter that is treated as a “partnership” or “disregarded entity” for U.S. federal income tax purposes among the assets of such Target Company. Thereafter, Purchaser shall provide Parent from time to time revised copies of the Allocation Schedule (the “Revised Statements”) so as to report any matter on the Allocation Schedule that needs updating (including adjustments to any Target Business Segment Purchase Price, if any). The Allocation Schedule and the Revised Statements shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations thereunder. If a change proposed by Parent is disputed by Purchaser, then Purchaser and Parent shall negotiate in good faith to resolve such dispute. If Purchaser and Parent are unable to resolve any dispute, then Purchaser and Parent may allocate the Target Business Segment Purchase Price with respect to the disputed item as each sees fit.

Section 2.8    Withholding. Notwithstanding any other provision of this Agreement, and for the avoidance of doubt, (a) each payment made by Purchaser or any Affiliate of Purchaser pursuant to this Agreement shall be made net of any Taxes required by applicable Law to be deducted or withheld from such payment (and any Taxes arising in connection with the remittance of such withheld amounts to the appropriate Government Authority) and (b) any amounts deducted or withheld from any such payment shall be remitted to the applicable Taxing Authority and shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such withholding was required, provided that Purchaser shall provide within 60 days of such payment by Purchaser or its Affiliate under this Agreement the original as a certified copy of a receipt issued by the Governmental Authority evidencing the payment of such Taxes, a copy of the return reporting the payment of such Taxes, or other evidence of such payment reasonably satisfactory to Parent; provided, however, that if Purchaser causes a Target Company to be acquired at an applicable Closing by a Person organized or having a fiscal residence in a jurisdiction other than one of the jurisdictions set forth opposite the jurisdiction of such Target Company on Schedule 2.8, or if Purchaser causes a

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Target Company to be acquired at an applicable Closing by a branch or permanent establishment located in a jurisdiction other than one of the jurisdictions set forth opposite the jurisdiction of such Target Company on Schedule 2.8, in each case, then Purchaser shall be responsible for any withholding tax arising as a result of such acquisition that exceeds the withholding tax that would have been imposed had such acquisition been effected by a Person organized and having a fiscal residence in one of the jurisdictions set forth opposite the jurisdiction of such Target company on Schedule 2.8. The Parties hereby acknowledge and agree that Purchaser and the Brazilian Target Companies shall (a) be entitled to rely on the Brazilian Withholding Taxes Calculations and (b) provide, if and to the extent required by Brazilian Law, information regarding the capital gain taxes to the Brazilian Government Authority (as calculated and described in the Brazilian Withholding Taxes Calculations).

Section 2.9    Deferred Closings.

(a)Subject to the second proviso set forth in Section 2.5, if, at any time and from time to time, all of the conditions to a Closing with respect to a Target Business Segment specified in Article VI other than Section 6.1(a) are satisfied or have been waived (other than those which, by their nature, are to be satisfied at the Closing) and at such time Section 6.1(a) has not been satisfied solely as a result of the absence of Required Governmental Approvals relating to one or more Target Companies (each such Target Company, a “Non-Approved Company”) in such Target Business Segment that together with any other Non-Approved Companies and any Sibling Target Companies constitute De Minimis Target Companies (“Deferred Target Companies”), then (subject to the remaining provisions of this Section 2.9), an initial Closing shall occur with respect to all Target Companies in such Target Business Segment for which Section 6.1(a) has been satisfied (assuming at such time that all other conditions to Closing specified in Article VI in fact are satisfied or waived). The closing of the transactions contemplated hereby (a “Deferred Closing”) with respect to each Deferred Target Company shall be deferred until the first Specified Closing Date on which all of the conditions described in Section 2.9(c) and Section 2.9(d) are satisfied or waived (a “Deferred Closing Date”) with respect to such Deferred Target Company.

(b)The obligation of Purchaser to consummate any Deferred Closing shall be subject to the fulfillment, at or prior to the date of the applicable Deferred Closing, of each of the following conditions:

(i)all Required Governmental Approvals relating to such Deferred Target Company shall have been made or obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early;

(ii)there shall be no Law in effect enjoining or otherwise prohibiting such Deferred Closing and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person;

(iii)the covenants and agreements of Parent set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent that they relate to such Deferred Target Company; and

(iv)the closing condition set forth in Section 6.2(a) shall have been satisfied or waived with respect to such Deferred Target Companies that are the subject of such Deferred Closing, except that each reference in Section 6.2(a) to “Target Business Segment” shall refer to the group of Deferred Target Companies that are the subject of such Deferred Closing.

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(c)The obligation of Parent to consummate any Deferred Closing shall be subject to the fulfillment, at or prior to the date of the applicable Deferred Closing, of each of the following conditions:

(i)all Required Governmental Approvals relating to such Deferred Target Company shall have been made or obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early;

(ii)there shall be no Law in effect enjoining or otherwise prohibiting such Deferred Closing and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person;

(iii)the covenants and agreements of Purchaser set forth in this Agreement to be performed at or prior to such Deferred Closing shall have been duly performed in all material respects to the extent that they relate to such Deferred Target Company; and

(iv)the closing condition set forth in Section 6.3(a) shall have been satisfied or waived with respect to such Deferred Target Companies that are the subject of such Deferred Closing, except that each reference in Section 6.3(a) to “Target Business Segment” shall refer to the group of Deferred Target Companies that are the subject of such Deferred Closing.

(d)No later than three Business Days prior to each Deferred Closing Date, Parent shall deliver to Purchaser an Estimated Closing Statement relating to the Deferred Target Companies that will be the subject of such Deferred Closing Date. Purchaser shall have an opportunity to review each Estimated Closing Statement and shall be provided reasonable access to the books, records and other relevant information of Parent and its Representatives to the extent reasonably necessary to review such Estimated Closing Statement.

(e)At each Deferred Closing, if any, (i) Purchaser shall deliver to Parent any of the documents or other deliverables required to be delivered by Parent pursuant to Section 2.6 to the extent related to the Deferred Target Company and not previously delivered to Parent at an earlier Closing (including any amounts payable pursuant to Section 2.6(a)(i) and (ii) Parent shall deliver to Purchaser any of the documents or other deliverables required to be delivered by Parent pursuant to Section 2.6 to the extent related to the Deferred Target Company and not previously delivered to Purchaser at a previous Closing.

(f)Unless the context otherwise clearly requires, references in this Agreement (i) to “Closing”, “Closing Date”, “Subject Company” and “Target Business Segment” shall, with respect to any Deferred Target Company, be deemed to refer to the applicable Deferred Closing, Deferred Closing Date, Deferred Target Company or Deferred Target Companies, respectively and (ii) “Closing Payment” shall, with respect to any Deferred Target Company, be deemed to refer to the sum of (A) the Estimated Net Asset Value in respect of such Deferred Target Company and (B) the Deferred Premium in respect of such Deferred Target Company.

(g)Following each Deferred Closing Date, each Party shall take all actions contemplated to be taken by it in connection with a Closing Date pursuant to Section 2.3.

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(h)In respect of each Deferred Target Company, Parent and the Purchaser shall continue to comply, to the extent reasonably practicable, through the applicable Deferred Closing Date, with all covenants and agreements contained in this Agreement that are required by their terms to be performed prior to the Closing relating to the extent related to such Deferred Target Company.

SECTION III

REPRESENTATIONS AND WARRANTIES OF PARENT

Except as set forth in Parent's Disclosure Letter, Parent represents and warrants to Purchaser, as of the date hereof and as of each Closing Date (with respect to the Subject Companies at such Closing Date) (or in the case of representations and warranties that speak of a specified date, as of such specified date), as follows (it being understood that the following representations and warranties are made assuming that the Restructuring has been completed in full):

Section 3.1    Organization, Authorization, Enforceability, Non-Contravention.

(a)    Organization. Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware. Each other Seller is a corporation or other organization duly organized, validly existing and in good standing (or the equivalent, if any, in the applicable jurisdiction) under the laws of its respective jurisdiction of incorporation or organization. Each Target Company is a corporation or other organization duly organized, validly existing and in good standing (or the equivalent, if any, in the applicable jurisdiction) under the laws of its respective jurisdiction of incorporation or organization and has the requisite corporate or other organizational power to own, operate or lease the properties and assets owned, operated or leased by it and to conduct its business as presently conducted, except, in each case, where the failure to be so qualified or in good standing would not have a Company Material Adverse Effect.

(b)    Authorization. Parent and each of its Affiliates that is a party to any of the Transaction Documents has the requisite corporate or other organizational power and authority to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations under, and consummate the transactions contemplated by, each such Transaction Document. The execution, delivery and performance of this Agreement by Parent has been duly and validly authorized by all necessary corporate action on the part of Parent. The execution, delivery and performance of each of the Transaction Documents (other than this Agreement) to which Parent or any of its Affiliates is (or is contemplated to be) a party have been, or prior to the Closing at which such Transaction Document is to be executed will have been, duly and validly authorized by all necessary corporate or other action on the part of such Person.

(c)    Binding Effect. This Agreement has been, and each other Transaction Document will be at the Closing at which such Transaction Document is to be executed, duly executed and delivered by Parent or those of its Affiliates that are (or are contemplated to be) party thereto. This Agreement is a legal, valid and binding obligation of Parent enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each of the Transaction Documents other than this Agreement to which Parent or any of its Affiliates is or will be a party, when executed and delivered by such Person, will be legal, valid and binding obligations of such Person enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

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(d)    Non-Contravention. Assuming the receipt of all Required Governmental Approvals, and the expiration of any related waiting periods, the execution, delivery and performance of each of the Transaction Documents to which Parent or any of its Affiliates is a party by such Person, and the consummation by such Person of the transactions contemplated by the Transaction Documents, will not (i) violate or conflict with any provision of the Constituent Documents of such Person, (ii) violate or conflict with any Law or Permit applicable to such Person, other than violations of Law or any Permit that would not materially impair the ability of the Target Companies, taken as a whole, to conduct the Target Business in substantially the manner it is conducted as of the date hereof, or (iii) constitute a breach or default (or event which, with the giving of notice or the lapse of time, would constitute a breach or default) under, or give any third party (with or without the giving of notice, the passage of time or otherwise) any rights of termination, acceleration, prepayment, redemption or cancellation of, or give rise to any loss of a material benefit or obligation to make a payment under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on any of the assets, properties or Equity Interests of any of the Target Companies pursuant to, any Contract to which any Target Company is a party or by which any Target Company's properties or assets may be bound (other than any Contract to which any Affiliate of Purchaser Topco or Purchaser is a party), any Government Order to which any Target Company is a party or any Securitization Instrument, except in case of clause (iii), for any such breaches, terminations, accelerations, cancellations, losses or Encumbrances that would not have a Company Material Adverse Effect.

Section 3.2    Equity Interests of the Target Companies.

(a)    Schedule A sets forth a complete list of each of the Target Companies and sets forth the designation and par value, if applicable, and the number of authorized, issued and outstanding Equity Interests of each of the Target Companies, and the percentage ownership interest of any Seller or other Target Company in each Target Company. Each Seller legally or beneficially owns, directly or indirectly, all of the respective Equity Interests set forth opposite its name in Part 2 of Schedule A free and clear of any Encumbrances, except for transfer restrictions arising under applicable securities Laws. Each Target Company legally or beneficially owns, directly or indirectly, all of the respective Equity Interests in the other Target Companies set forth opposite its name in Part 1 of Schedule A free and clear of any Encumbrances, except for restrictions arising under applicable securities Laws.

(b)    All the Target Equity Interests have been duly authorized and validly issued and are fully paid and were not issued in violation of any preemptive or other similar right. There are no outstanding options, warrants, rights of conversion, exchange or purchase or any similar rights in respect of any Equity Interests in any of the Target Companies. There are no agreements or understandings outstanding with respect to the issuance, voting, sale or transfer of any Equity Interests in any of the Target Companies (except for this Agreement).

(c)    No Target Company owns, beneficially, directly or indirectly, any Equity Interests of any Person other than another of the Target Companies. None of the Target Companies has any registered branches (Niederlassungen) or non-registered offices (Geschäftsräume), except as set forth in Section 3.2(c) of the Parent's Disclosure Letter.

(d)    As of the date hereof, to Parent's Knowledge, no Government Authority owns, directly or indirectly, any Equity Interest of any Target Company

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Section 3.3    Target Company Financial Information.

(a)    Subject to such exceptions and qualifications as may be reflected in such financial information, the unaudited financial statements as of and for the years ended December 31, 2010 and 2011 and the nine-month period ended September 30, 2012 of the Target Companies included in Section 3.3(a) of the Parent Disclosure Letter (collectively, the “Target Company Financial Information”) were prepared in accordance with the Agreed Accounting Principles consistently applied and present fairly, in all material respects, the combined financial position and results of operations of such Persons for the periods and as of the dates indicated therein.

(b)    The Target Company Financial Information has been derived from the books of account (including the financial records) of the Target Companies and Parent. Such books of account (including the financial records) (i) of each Target Company have been maintained in accordance with the Agreed Accounting Principles in all material respects and (ii) of Parent, to the extent used to derive the Target Company Financial Information, have been maintained in accordance with Parent's accounting policies in all material respects.

(c)    Each of the Target Companies is subject to Parent's system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). No significant deficiencies or material weaknesses in the design or operation of Parent's system of internal control over financial reporting were identified in Parent's most recent assessment that would be reasonably likely to adversely affect the Target Companies' ability to record, process, summarize and report financial information and such recent assessment did not identify any instances of fraud, whether or not material, that involves management or other employees who have a significant role in the Target Companies' internal control over financial reporting.

(d)    Each of the Target Companies is Solvent, and none of them has been declared bankrupt.

Section 3.4    No Undisclosed Liabilities. Except (i) as set forth in the Target Company Financial Information, (ii) for Liabilities incurred by the Target Companies since September 30, 2012 in the ordinary course of their respective businesses, consistent with past practice, (iii) for Liabilities for Taxes and (iv) for Liabilities that are not material to (A) the Target Companies, taken as a whole, or (B) any Target Business Segment, taken as a whole, there are no Liabilities of the Target Companies. Section 3.4 of Parent's Disclosure Letter sets forth a true and correct listing of all material outstanding indebtedness for borrowed money as of October 31, 2012 (“Material Indebtedness”) of each Target Company.

Section 3.5    Absence of Changes. Except as contemplated by the Transaction Documents, since December 31, 2011, (a) except for the redirection of effort by executives, employees and agents of the Parent and its Affiliates in connection with the sale processes for the Target Companies and the other international operations of Parent and its Affiliates, the consummation of transactions resulting from said sale processes and the incurrence of expenses and obligations under transaction agreements and in matters related thereto, the Target Companies have operated their respective businesses in the ordinary course, consistent with past practice, (b) there has not been any change, effect, event or occurrence that has had or would, individually or in the aggregate, have a Company Material Adverse Effect and (c) none of the Target Companies has taken any action that would have been prohibited by Section 5.1(a)(i), (ii), (iii), (iv), (v), (vi), (ix), (x), (xiii), (xiv), (xix) or (xx) if taken after the date of this Agreement.

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Section 3.6    No Litigation. There is no Action by any Person pending or, to Parent's Knowledge, threatened against the Sellers or the Target Companies that, in any of the foregoing cases, would be reasonably likely to result in (a) monetary damages, injunctive action or the taking of any other action that would, individually or in the aggregate, be reasonably likely to be material to (i) the Target Companies, taken as a whole, or (ii) any Target Business Segment, taken as a whole, or (b) criminal liability or sanctions. There are no unsatisfied or outstanding Government Orders against the Sellers in relation to the Target Business or any of the Target Companies or against any of the properties or businesses of the Target Companies that would, individually or in the aggregate, be reasonably likely to be material to (i) the Target Companies, taken as a whole, or (ii) any Target Business Segment, taken as a whole.

Section 3.7    Approvals. Other than the authorizations, waivers, consents, approvals, filings, registrations and notices as set forth in Section 3.7 of Parent's Disclosure Letter (collectively, the “Parent Required Governmental Approvals”), neither Parent nor any of its Affiliates is required to (i) obtain any authorization, waiver, consent or approval of, (ii) make any filing or registration with, or (iii) give any notice to, any Government Authority in connection with or as a condition to the execution, delivery and performance of any of the Transaction Documents or the consummation of the transactions contemplated thereby, other than (1) any authorization, waiver, consent, approval, filing, registration or notice the failure of which to obtain, make or give would not be reasonably likely to materially impair the ability of (x) the Target Companies, taken as a whole, or (y) any Target Business Segment, taken as a whole, in each case, to conduct their business in the manner it is conducted as of the date hereof, or (2) as would be required solely as a result of the identity or regulatory status of Purchaser or its Affiliates. To Parent's Knowledge, as of the date hereof, no event has occurred nor has any circumstance arisen that would reasonably be likely to result in the failure of any Parent Required Governmental Approvals to be received in a timely manner in order to permit the consummation of the transactions contemplated by this Agreement.

Section 3.8    Taxes.

(a)    Since November 30, 2006, all Tax Returns (other than Tax Returns that, if properly prepared and filed, would involve an immaterial amount of Tax) that are required to be filed under applicable Laws on or before the applicable Closing Date (taking into account any extensions of time in which to file) by, on behalf of or with respect to any of the Target Companies have been or will be duly and timely filed on or before the applicable Closing, and all such Tax Returns are true, complete and correct in all material respects.

(b)    Since November 30, 2006, all material amounts of Taxes payable by or on behalf of each Target Company (including, for the avoidance of doubt, all deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority) have been duly and timely paid, whether or not shown on a Tax Return.

(c)    With respect to any period for which Tax Returns have not yet been filed or for which Taxes are not yet due or owing, each Target Company has made due and sufficient accruals for such Taxes in its financial statements in accordance with GAAP.

(d)    Since November 30, 2006, all required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of each Target Company.

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(e)    There are no Encumbrances as a result of any unpaid Taxes upon any of the assets of the Target Companies, other than Permitted Encumbrances.

(f)    None of the Target Companies is a party to any audit, review, examination, investigation, Action, or proceeding for assessment or collection of an amount of Taxes that could exceed $500,000.00, nor, since November 30, 2006, has such an event been threatened or announced, in each case in a written document delivered to any Target Company from a Taxing Authority. Since November 30, 2006, no material issue has been raised by a Taxing Authority in any prior audit, review, examination, investigation, action, dispute or proceeding for assessment or collection of Taxes of any Target Company which has resulted in a proposed deficiency that has been communicated to a Target Company in writing.

(g)    No agreements, suspensions, consents or waivers of any statute of limitations or extension of time with respect to a Tax assessment or deficiency is in effect or has been requested in writing with respect to any Tax that reasonably could be expected to amount to $500,000.00 or more in Taxes of any Target Company.

(h)    Since November 30, 2006, each Target Company has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has timely withheld and paid to the appropriate Government Authority all material amounts of Taxes required to have been withheld and paid, including in connection with amounts paid or owing to any employee, creditor, independent contractor, consultant, shareholder, supplier or other third party.

(i)    Section 3.8(i) of Parent's Disclosure Letter sets forth a complete list of each of the Target Companies and the proper classification for U.S. federal income tax purposes of each such Target Companies. Since the latter of November 30, 2006 and the dates of their respective formations, (i) each of the Target Companies has been and is treated for U.S. federal income tax purposes as indicated on Section 3.8(i) of Parent's Disclosure Letter, (ii) no Seller (or any of its Affiliates) has taken a position on any Tax Return contrary to such treatment or inconsistent therewith and (iii) no Taxing Authority has questioned such treatment in writing.

(j)    Since November 30, 2006, no written claim has been made to Parent or its Affiliates by a Taxing Authority in a jurisdiction where any Target Company does not file Tax Returns that such Target Company is or may be subject to taxation by that jurisdiction.

(k)    Since November 30, 2006, none of the Target Companies or any other Person with authority acting on their behalf (i) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law, has any Knowledge that any Taxing Authority has proposed any such adjustment, or has any application pending with any Taxing Authority requesting permission for any changes in accounting methods that relate to the Target Companies, (ii) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of Law with respect to any Target Company, or (iii) has granted to any Person any power of attorney that is currently in force with respect to any Tax matter.

(l)    None of the Target Companies (i) is a party to any Tax sharing, allocation, indemnity or similar agreement or arrangement pursuant to which it will have any obligation to make any payments after the applicable Closing (other than any Tax sharing, allocation or indemnity within a Target Business Segment), (ii) is subject to any private letter ruling of the IRS or comparable rulings of or clearances issued by any other Taxing Authority, or has applied for any other Tax

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rulings or clearances within the past three years (iii) is or has, since November 30, 2006, ever been a member of any consolidated, combined, affiliated, unitary or similar group of corporations for any Tax purposes other than a VAT group or a group where Parent or an Affiliate was the common parent or (iv) is or could be liable for Tax which is primarily or directly chargeable against or attributable to a person other than the relevant Target Company, or which is charged by reference to the income or gains of another person (other than Taxes chargeable against or attributable, or which is charged by reference to the income or gain of, another Target Company within the same Target Business Segment that is being acquired in the applicable Closing). To Parent's Knowledge, there are or have been no facts or other circumstances which have led or may lead to an invalidity, cancellation or removal of a binding Tax ruling or a similar clearance of any Taxing Authority granted to any of the Target Companies.

(m)    None of the Target Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the applicable Closing Date with respect to income that was realized (and reflects economic income arising) prior to the applicable Closing Date, but after November 30, 2006, including as a result of (i) an installment sale or open transaction disposition made on or prior to the applicable Closing Date, (ii) any prepaid amount received or deferred revenue recognized on or prior to the applicable Closing Date.

(n)    Sellers have made available to Purchaser complete copies of (i) all filed Tax Returns of the Target Companies relating to the taxable periods beginning in or subsequent to 2009 and (ii) any audit report, examination report or interim finding in respect of a pending audit issued within the last three years relating to any Taxes due from or with respect to the Target Companies, in each case that list at least $500,000.00 of Tax as due.

(o)    No Target Company is treated for any Tax purposes as resident in a country other than the country of its incorporation, and no Target Company has a branch, agency or permanent establishment in a country other than the country of its incorporation.

(p)    Each of the Target Companies listed on Section 3.8(p) of Parent's Disclosure Letter (i) is registered for the purposes of VAT, and (ii) since November 30, 2006, has been so registered at all times that it has been required to be registered by VAT legislation, and such registration is not subject to any conditions imposed by or agreed with the relevant Taxing Authority.

(q)    The amount of the Net Deferred Tax Asset prepared in accordance with GAAP as of September 30, 2012 is $374,125,972. The components of the Net Deferred Tax Asset are set forth on Schedule 3.8(q) by company and type of asset, including offsetting valuation allowances. With respect to each applicable Closing, Parent's Disclosure Letter shall be updated to reflect the amounts shown with respect to each deferred tax asset and deferred tax liability (net of any valuation allowance) taken into account in calculating Net Asset Value based on the applicable Final Closing Statement.

(r)    To Parent's Knowledge, all material documents by virtue of which any Target Company has any right which are required to be stamped have been properly stamped and all duty, interest and penalties on those documents have been paid.

(s)    To Parent's Knowledge, all material transactions in respect of which any clearance or consent was required from any Taxing Authority have been entered into by each Target Company

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after such consent or clearance has been properly obtained. To Parent's Knowledge, any application for such clearance or consent has been made on the basis of full and accurate disclosure of all the relevant material facts and considerations and, to Parent's Knowledge, all such transactions have been carried into effect only in accordance with the terms of the relevant clearance or consent.

(t)    To Parent's Knowledge, the Target Companies possess the relevant exemption certificates or other administrative decisions or authorizations issued by the relevant Tax authorities, which are necessary in order to effect all material amounts of payments made within a year of the date hereof free of any withholding taxes (including withholding taxes on dividends, interest or license payments) or Tax deductions (including withholding by a third party, such as a paying agent), if and to the extent such payments were made free of withholding taxes or Tax deductions.

(u)    The representations and warranties set forth on Schedule 3.8(u) are true and correct in all respects as to the UK Target Companies.

(v)    The representations and warranties set forth on Schedule 3.8(v) are true and correct in all respects as to the French Target Company.

(w)    The representations and warranties set forth on Schedule 3.8(w) are true and correct in all respects as to the German Target Companies.

(x)    The representations and warranties set forth on Schedule 3.8(x) are true and correct in all respects as to the Dutch Target Companies.

(y)    For purposes of this Section 3.8, Article VII, Section 8.2(a)(vii), and Section 8.2(a)(viii), any reference to a Target Company shall be deemed to refer to (i) any entity that shall have merged with or liquidated or converted into such Target Company prior to the applicable Closing and (ii) any Subsidiary of a Target Company.

(z)    Notwithstanding any other provision of this Article III, except for the representation contained in Section 3.5, the representations and warranties contained in this Section 3.8 and Section 3.9 constitute the sole representations and warranties of Parent with respect to Taxes, or Actions or Liabilities that relate to Taxes.

Section 3.9    Employee Benefit Plans.

(a)    All benefit and compensation plans, contracts, policies, agreements or arrangements that are maintained and sponsored by the Target Companies for the benefit of current or former employees, directors, individual independent contractors or individual consultants of the Target Companies for which a Target Business Segment has any material Liability, either individually or in respect of the group of similar plans, contracts, policies, agreements or arrangements providing for similar benefits within the same Target Business Segment, other than any plan, contract, policy, arrangement or agreement that is maintained or operated by a Government Authority, including without limitation plans, contracts, policies, agreements or arrangements providing benefits on retirement, death, termination of employment (whether voluntary or not), or during periods of sickness or disablement, or any deferred or incentive compensation, welfare benefit, healthcare, medical, stock or stock-related award, tax gross up, retention, change in control, vacation or other paid time off plans, contracts, policies, agreements and arrangements (collectively, the “Target Company Benefit Plans”), are listed in Section 3.9(a)(i) of Parent's Disclosure Letter (separately

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for each applicable country), except for (A) each individual grant agreement under any bonus, incentive compensation plan or retention plan provided a form of such grant agreement has been made available to Purchaser or (B) each employment agreement with any individual employed outside of the U.S. that is documented on a standard form or template, provided that the current version of such form or template has been made available to Purchaser, that does not provide for severance benefits greater than the amount required (i) under any severance plan or collective bargaining agreement applicable to such non-U.S. jurisdiction or (ii) under applicable Law (collectively, “Excluded Target Company Benefit Plans”). To avoid doubt, no benefit or compensation plan, contract, policy, agreement or arrangement maintained or sponsored by Parent or its Affiliates (excluding the Target Companies) shall be considered a Target Company Benefit Plan for any purpose under this Agreement. Section 3.9(a)(ii) of Parent's Disclosure Letter sets forth the benefit and compensation plans, contracts, policies, agreements or arrangements maintained or sponsored by Parent and its Affiliates (excluding the Target Companies) in which current or former employees or directors of the Target Companies participate in or to which the Target Companies have any Liability (contingent or otherwise) (collectively, the “Parent Benefit Plans”). Parent has made available to Purchaser all information that Purchaser requires to comply with Purchaser's obligations under Section 5.11(a) of this Agreement, including with respect to each Business Employee, his or her current base compensation, incentive opportunity paid in respect of 2011 (separately for each type of award), date of hire, position, work location, and correct copies (or in the case of an unwritten plan or arrangement, a written summary thereof) of all benefit and compensation plans, contracts, policies, agreements or arrangements in which Business Employees participate. The Target Company Benefit Plans and the Parent Benefit Plans are the only benefit and compensation plans, contracts, policies, agreements or arrangements, other than any such plan, contract, policy, agreement or arrangement that is maintained or operated by a Government Authority, of which any Target Business Segment has any material Liability, either individually or in respect of the group of similar plans, contracts, policies, agreements or arrangements providing for similar benefits within the same Target Business Segment. Parent has made available to Purchaser correct copies (or in the case of an unwritten plan or arrangement, a written summary thereof) of all of the Target Company Benefit Plans (other than any Excluded Target Company Benefit Plans for which forms of grant agreement and employment agreement templates have been made available to Purchaser) and Parent Benefit Plans, as amended, together with, if applicable, all related actuarial reports, and Parent has made available to Purchaser all other related documentation to the extent applicable, including the most recent funding agreements, summary plan descriptions, insurance policies, trust agreements, funding and financial information.

(b)    Each Target Company Benefit Plan has been administered in accordance with its terms and is in compliance with applicable Laws (including any requirements as to registration), except for any failures to so administer or be in compliance that would not, individually or in the aggregate, be reasonably likely to be material to (A) the Target Companies, taken as a whole or (B) any Target Business Segment, taken as a whole. No Target Company Benefit Plan is (i) maintained in the United States or (ii) primarily for the benefit of employees working in the United States. As of the date hereof, there is no pending, outstanding, or, to Parent's Knowledge, threatened litigation relating to any Target Company Benefit Plans (other than claims for benefits in the ordinary course) which would, if adversely determined, result, individually or in the aggregate, in any material Liability to (A) the Target Companies, taken as a whole or (B) any Target Business Segment, taken as a whole. All material contributions that any Target Company is required to make to any Target Company Benefit Plan have been fully and timely paid when due. Each Target Company Benefit Plan that is intended to qualify for tax-favored status under applicable Law does so qualify, except for any failures to so qualify that would not, individually or in the aggregate, be reasonably likely to be

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material to (A) the Target Companies, taken as a whole or (B) any Target Business Segment, taken as a whole. Except as set forth in Section 3.9(b) of Parent's Disclosure Letter, the transactions contemplated by this Agreement shall not result in (x) the payment, any increase in any payment, or any acceleration of payment, vesting or funding of any compensation or benefit under any Target Company Benefit Plan or Parent Benefit Plan or to any Business Employee or any current or former employee or director of any of the Target Companies, or (y) payment of any compensation or benefit that could not be deductible by any of the Target Companies under Code Section 280G.

(c)    Neither Parent nor any Target Company has in the six years prior to the date of this Agreement participated in or had any actual or contingent Liability or obligation towards a defined benefit pension scheme which is subject to the provisions of the UK Pensions Act 2004.

Section 3.10    Labor Matters.

(a)    Except as set forth in Section 3.10(a) of Parent's Disclosure Letter, none of the Target Companies (i) is a party to or bound by any labor agreements (which, for the avoidance of doubt, does not include any agreement between any individual current or former employee, consultant or independent contractor), works council agreements, union contracts or collective bargaining agreements or any other agreement with any staff association or (ii) has otherwise recognized or, to Parent's Knowledge, done any act which might be considered as recognition of any trade union. Each of the Target Companies that is a party to or bound by a collective bargaining agreement has complied with all of its obligations thereunder, including, but not limited to, payment of any fees and dues to any Government Authority relating to such collective bargaining agreement, except, in each case, in which the failure to do so would not, individually or in the aggregate, be reasonably likely to be material to (A) the Target Companies, taken as a whole or (B) any Target Business Segment, taken as a whole.

(b)    The Target Companies are, and since January 1, 2010 have been, in compliance with all applicable Laws relating to employment or terms and conditions of employment, and are not and have not engaged in any unfair labor practices or similar prohibited practices, except for any failures to comply or engagement in such practices that would not, individually or in the aggregate, be reasonably likely to be material to (a) the Target Companies, taken as a whole or (B) any Target Business Segment, taken as a whole.

(c)    There is no pending or, to Parent's Knowledge, threatened, strike, walkout or other work stoppage, material labor dispute or any union organizing effort by any of the employees of any Target Company. There has not been since January 1, 2010, any material strike, walkout, work stoppage, material labor dispute, or to Parent's Knowledge, any union organizing efforts.

(d)    There is no material unfair labor practice charge or complaint against any of the Target Companies pending or, to Parent's Knowledge, threatened, before any Government Authority which would, if adversely determined, result in any material Liability to (A) the Target Companies, taken as a whole and (B) any Target Business Segment, taken as a whole.

(e)    Except as set forth in Section 3.10(e) of Parent's Disclosure Letter, all individual independent contractors and individual consultants can be terminated immediately without incurring any Liabilities on the part of the Target Companies provided that notice of such termination is provided to such individual independent contractor or individual consultant either three months' prior to such termination or such longer notice period as required by applicable Law.

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(f)    (i) No Target Company has, during the three year period prior to the date hereof, been party to any relevant transfer as defined in the UK Transfer of Undertakings (Protection of Employment) Regulations 2006 or similar local legislation in Europe applicable to any Target Company (a “Relevant Transfer”), and (ii) no employee has transferred to any Target Company at any time pursuant to a Relevant Transfer who remains employed by any Target Company.

(g)    No Target Company has, during the three year period prior to the date hereof, failed to provide information to and/or to consult with any employees or workers of any Target Company and/or their representatives and/or any employee representative bodies (including without limitation any works councils, trade unions or other staff representative bodies) (each a “Employee Representative Body”) whether such information and/or consultation is required under (i) any legislation applicable to any Target Company affecting relations between employers and their employees or workers, or (ii) any agreement with any Employee Representative Body, and there is no obligation to inform and/or consult any employees or workers of any Target Company and/or any Employee Representative Body in respect of the transactions contemplated or effected by this Agreement, except, in each case, in which the failure to do so would not, individually or in the aggregate, be reasonably likely to be material to (A) the Target Companies, taken as a whole or (B) any Target Business Segment, taken as a whole.

(h)    None of the Target Companies (i) has received a claim in writing from any Person to the effect that any Target Company has improperly classified as an independent contractor or consultant any Person that provides services to any of the Target Companies or (ii) is liable for any labor or social security matters in connection with such Persons except, in each case, in which the failure to do so would not, individually or in the aggregate, be reasonably likely to be material to (A) the Target Companies, taken as a whole or (B) any Target Business Segment, taken as a whole.

Section 3.11    No Violation of Law; Required Licenses and Permits. (a) No Target Company has, since December 31, 2007, violated any applicable Law, and no Target Company is a party or subject to any Government Order with any Government Authority which is charged with regulating or supervising any Target Company which imposes any restrictions or fines on the business of any Target Company or the Target Business, in each case, except as would not, individually or in the aggregate, be reasonably likely to (i) be material to (A) the Target Companies, taken as a whole, or (B) any Target Business Segment, taken as a whole, or (ii) result in any Criminal Liability. To the Knowledge of Parent, none of the Target Companies is under investigation with respect to the violation of any Laws, other than routine examinations by Government Authorities.

(b)    Each Target Company has all Permits necessary for the conduct of the Target Business as presently conducted (all such Permits for all of the Target Companies, collectively, the “Target Permits”), and the business of each Target Company and the Target Business have, since January 1, 2010, been conducted in compliance with all such Permits, in each case, except as would not, individually or in the aggregate, be reasonably likely to (i) be material to (A) the Target Companies, taken as a whole, or (B) any Target Business Segment, taken as a whole, or (ii) result in any Criminal Liability. There are no Actions pending, or to the Knowledge of Parent, threatened or reasonably expected to be asserted, relating to the suspension, revocation or modification of any Target Permit, in each case, except as would not, individually or in the aggregate, be reasonably likely to be material to (A) the Target Companies, taken as a whole, or (B) any Target Business Segment, taken as a whole, or (ii) result in any Criminal Liability.

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Section 3.12    Real Property.

(a)    Section 3.12 of Parent's Disclosure Letter sets out a list of all real property that is (i) owned in fee by any of the Target Companies (the “Owned Properties”), or (ii) leased or subleased from any other Person, by any of the Target Companies (the “Leased Properties”, and together with the Owned Properties, the “Specified Properties”), and identifies the instruments under which such real property is leased or subleased (the “Leases”). Each Target Company (i) has good and valid title to all of the Owned Properties owned by it, free and clear of all Encumbrances other than Permitted Encumbrances, and (ii) has a good and valid leasehold interest in all of the Leased Properties that is leased or subleased from any other Person by such Target Company.

(b)    As of the date hereof, none of the Target Companies or, to Parent's Knowledge, any other party to a Lease is in breach of a Lease, except for any such breaches that would not, individually or in the aggregate, be material to (i) the Target Companies, taken as a whole, or (ii) any Target Business Segment, taken as a whole.

Section 3.13    Environmental Matters.

(a)    Except as would not have a Company Material Adverse Effect, each of the Target Companies:

(i)    is and has within the prior five years been in compliance with all applicable Environmental Laws;

(ii)    possesses, maintains and is in compliance with all Permits required under applicable Environmental Laws for the operation of the Target Business as presently conducted;

(iii)    has not within the prior five years received any written claim, notice of violation or citation, and is not party to any Government Order, concerning any violation or alleged violation of any applicable Environmental Law or any alleged liability pursuant to any Environmental Law;

(iv)    is not the subject of any pending or, to Parent's Knowledge, threatened Action alleging or addressing any violation or alleged violation of any applicable Environmental Law or any alleged liability pursuant to any Environmental Law; and

(v)    to Parent's Knowledge, there are no pollutants, contaminants or toxic or hazardous materials, substance or wastes present at, on, or under any Specified Property except in compliance with Environmental Law.

(b)    Notwithstanding any other provision of this Article III, the representations and warranties contained in this Section 3.13 constitute the sole representations and warranties of Parent with respect to any Environmental Law.

Section 3.14    Intellectual Property.

(a)    Section 3.14(a) of Parent's Disclosure Letter contains a list of all registered Intellectual Property and applications for registration of Intellectual Property owned or purportedly owned by the Target Companies (other than the Parent In-Process Marks and Internet domain names),

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indicating for each item of such registered or applied for Intellectual Property the registration or application number, the applicable Target Company that is the purported owner and the applicable filing jurisdiction (collectively, the “Scheduled Intellectual Property”, except for the Scheduled Intellectual Property provided pursuant to Section 5.5(e)(iv)). To the Parent's Knowledge, all Scheduled Intellectual Property that is or has been registered is subsisting, valid and enforceable. All material Intellectual Property owned by a Target Company is owned free and clear of any Encumbrance other than Permitted Encumbrances and all necessary registration, maintenance, renewal and other relevant filing fees due through the date hereof in connection therewith have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such registered Intellectual Property in full force and effect.

(b)    To Parent's Knowledge, (i) the operation of the businesses of the Target Companies as currently conducted does not infringe or misappropriate the Intellectual Property of any third party, and (ii) no third party has infringed or misappropriated, or is infringing or misappropriating, any material Intellectual Property owned by the Target Companies.

(c)    To Parent's Knowledge, no Person has asserted in a writing received by Parent or any Target Company in the two-year period prior to the date of this Agreement that any of the Target Companies have infringed or misappropriated, or are infringing and misappropriating, the Intellectual Property of any third party, nor has any Person asserted such a claim prior to that period of which discussions are ongoing.

(d)    The Target Companies have taken reasonable measures to protect the confidential nature of the trade secrets and confidential information that they own or use. To Parent's Knowledge, no trade secret or other confidential information owned by the Target Companies that is material to their businesses as currently conducted has been disclosed or authorized to be disclosed by the Target Companies to any of their employees or consultants, contractors or other third parties other than pursuant to a written agreement containing confidentiality or nondisclosure obligations, except where such obligations are imposed by applicable Law. To Parent's Knowledge, no employee, consultant or independent contractor of the Target Companies is in default or breach of any material term of any such non-disclosure or confidentiality agreement, covenant or obligation.

(e)    The Target Companies' respective IT Assets (A) are, to the Parent's Knowledge, adequate for the businesses of the Target Companies as currently conducted, (B) operate and perform as required by the Target Companies in connection with their respective businesses as currently conducted and (C) are functioning and in good order and have not materially malfunctioned or failed within the past two years. The Target Companies have implemented reasonable backup, security and disaster recovery technology and procedures consistent with historical practices. To Parent's Knowledge, the Target Companies are compliant in all material respects with their respective privacy policies and contractual commitments to their respective customers, consumers and employees, concerning data protection.

(f)    Neither the execution of this Agreement or any Transaction Documents (except as expressly set forth herein or therein), nor the conduct of the business and operations of the Target Companies as presently conducted, will result in the Target Companies granting to any third Person any right to any material Intellectual Property owned by, or licensed to, the Target Companies. Immediately following the applicable Closing, the applicable Target Companies will have the right

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to exercise all of their current rights under the Specified Contracts set forth in Section 3.15(a)(viii) of Parent's Disclosure Letter (subject to obtaining any required consent from the applicable counterparty thereto) granting rights to the applicable Target Companies with respect to Intellectual Property or IT Assets of a third party to the same extent and in the same manner they would have been able to had the transaction contemplated by the Transaction Documents not occurred, except as would not, individually or in the aggregate, have a Company Material Adverse Effect.

(g)    The IT Assets on which Personal Data is processed enable the Target Companies to: (i) determine the scope of lawful use of the Personal Data; and (ii) comply with data subject access requests (as such requests are provided for under applicable Data Protection Laws) within the relevant time limits specified by applicable Data Protection Laws.

(h)    Notwithstanding any other provision of this Article III, the representations and warranties contained in Section 3.1(d), Section 3.11, this Section 3.14 and Section 3.15 constitute the sole representations and warranties of Parent with respect to any Intellectual Property and IT Assets.

Section 3.15    Contracts.

(a)    Section 3.15(a) of Parent's Disclosure Letter lists, as of the date hereof, each of the following Contracts to which any Target Company is a party or is otherwise bound (collectively, the “Specified Contracts”):

(i)     Future Payment Obligations. Any Contract (other than any Contract (A) containing a covenant by any Target Company to make, directly or indirectly, any advance, loan, extension of credit or capital contribution to, or other investments in, any Person, (B) relating to Indebtedness, or (C) between any Target Company, on the one hand, and any customer or dealer, on the other hand, in each case, entered into in the ordinary course consistent with past practice, or any Contract between any Target Company, on the one hand, and any manufacturer or distributor of automobiles, sport utility vehicles, light duty trucks or vans) involving the payment by such Target Company of more than $1,000,000 in any 12-month period or $7,500,000 in the aggregate during the term thereof, and which by its terms does not terminate or is not terminable without penalty by such Target Company upon 90 days' or less prior notice;

(ii)    Non-Compete. Any Contract containing covenants limiting in any material respect the freedom of the Target Companies (or that would apply after the applicable Closing to an Affiliate of the Target Companies) or to compete or operate in any line of business or geographical area or to compete with any Person;

(iii)    Required Loans. Any Contract containing a covenant by any Target Company to make, directly or indirectly, any advance, loan, extension of credit or capital contribution to, or other investments in, any Person in excess of $1,000,000, in each case other than as made in the ordinary course of such Target Company's business consistent with past practice;

(iv)    Indebtedness. Any Contract relating to any indebtedness for borrowed money, in each case, which creates payment obligations of, or from, any party to any Target Company, other than indebtedness for borrowed money in the ordinary course of such Target Company's business consistent with past practice;

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(v)    Capital Expenditures. Any Contract containing covenants requiring capital expenditures by a Target Company in excess of $1,000,000;

(vi)    Acquisition Agreements. Other than in connection with any Securitization Transaction, any Contract for the acquisition, sale or lease of any material properties, operating business or assets of or by a Target Company (by merger, purchase or sale of assets or otherwise), in each case under which any Target Company has any material indemnification or other continuing obligations;

(vii)    Joint Ventures. Any partnership, joint venture agreement, strategic alliance or profit sharing agreement (other than any Contract with any manufacturer or distributor of automobiles, sport utility vehicles, light duty trucks or vans);

(viii)    Intellectual Propertyand IT Assets. (A) Any grant or license by the Target Companies to another Person of any right to or under material Intellectual Property or material IT Assets that are owned by the Target Companies, excluding any confidentiality agreements or other agreements the main purpose of which is not to grant or license Intellectual Property; and (B) any grant or license by another Person to any of the Target Companies of any right to or under any third Person's Intellectual Property or IT Assets that are material to the conduct of the Target Companies' business, excluding any Contract with an annual license fee of less than $1,000,000;

(ix)    Labor Agreements. Any Contract with any labor union or association representing any employee of any Target Company, including any collective bargaining agreements;

(x)    Financing Contracts. Any Contract (A) providing for the collection, servicing or administration of leases, loans, conditional sales agreements or financial instruments of a similar type, by any Target Company on behalf of any other Person, or (B) providing for the administration by any Person of any part of the loans or financial instruments of a similar type of any Target Company, in each case, involving the payment by or to such Target Company of more than $5,000,000 during the term thereof;

(xi)    OEM Contracts. Any Contract with any manufacturer or distributor of automobiles, sport utility vehicles, light duty trucks or vans (other than Purchaser or any of its Affiliates) that was previously made available to Purchaser; provided that Parent shall have no obligation to make available to Purchaser any such Contract that was not previously made available prior to the date hereof and that is subject to confidentiality or similar provisions prohibiting its disclosure; or

(xii)    Outsourcing Agreements. Any Contract for the outsourcing of financial or other services to an Affiliate or a third-party the entry into which requires the submission of written notice to a competent Government Authority pursuant to applicable Law.

(b)    A complete copy of each Specified Contract has been made available to Purchaser. As of the date hereof, each Specified Contract is a valid and binding obligation of, and is an enforceable obligation against, the relevant Target Company that is a party thereto, and, to Parent's Knowledge, the party or counterparties thereto (subject in each case to the effect of any applicable

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bankruptcy, reorganization, insolvency, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or similar Laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law)), except for such failures to be valid, binding or enforceable as would not, individually or in the aggregate, be materially adverse to (i) the Target Companies, taken as a whole, or (ii) any Target Business Segment, taken as a whole. As of the date hereof, none of the Target Companies or, to Parent's Knowledge, any other party to a Specified Contract is in breach of a Specified Contract, except for any such breaches that would not be materially adverse to (i) the Target Companies, taken as a whole, or (ii) any Target Business Segment, taken as a whole.

(c)    Section 3.15(c) of Parent's Disclosure Letter lists, as of the date hereof, each Contract under which any Person has directly or indirectly guaranteed or agreed to guarantee or otherwise to be responsible for borrowed money or other Liabilities of any Target Company, Securitization Servicer, Securitization Depositor, Securitization Issuing Entity or Securitization Originator. As of the date hereof, to the Knowledge of Parent, no such Person is in breach of such a Contract, except for any such breaches that would not, individually or in the aggregate, be reasonably likely to be material to (i) the Target Companies, taken as a whole, or (ii) any Target Business Segment, taken as a whole.

(d)    None of the Target Companies or their subsidiaries are parties to or otherwise bound by any Contract under which such Target Company has directly or indirectly guaranteed or agreed to guarantee or otherwise to be responsible for indebtedness for borrowed money or other Liabilities of any Person other than another Target Company or its subsidiaries (any such Contract, other than as set forth in Section 3.15(d) of the Parent Disclosure Letter, a “Target Guarantee”).

Section 3.16    Title to Assets. Each of the Target Companies has good and valid title to all properties and assets, other than the Specified Properties, any Intellectual Property and any IT Assets, material to the conduct of such Target Company's business and owned or stated to be owned by it, free and clear of all Encumbrances other than Permitted Encumbrances.

Section 3.17    Insurance. Section 3.17 of Parent's Disclosure Letter contains a list of all policies of casualty and liability and other insurance directly, or indirectly through Parent and its Affiliates, maintained by the Target Companies (collectively, and together with any other policies provided pursuant to Section 5.5(e)(iii), the “Insurance Policies”), other than policies that are to be provided pursuant to Section 5.5(e)(iii). All of the Insurance Policies are in full force and effect and all insurance premiums due thereon have been paid in full when due, except, in each case, as would not, individually or in the aggregate, be reasonably likely to be material to (i) the Target Companies, taken as a whole or (ii) any Target Business Segment, taken as a whole. Between January 1, 2012 and the date of this Agreement, the Target Companies have not received in writing any notice of cancellation or termination or denial of coverage with respect to any such policy, except to the extent such policy has expired and been replaced in the ordinary course of business consistent with past practice. As of the date hereof, there is no (i) outstanding claim related to the Target Business under any Insurance Policy for an amount either currently, or reasonably expected to be, in excess of $500,000 or (ii) outstanding material default with respect to the provisions in any Insurance Policy.

Section 3.18    Transactions with Affiliates. Section 3.18 of Parent's Disclosure Letter contains a list of loans, leases and other Contracts between Parent, its Affiliates (other than the Target Companies) or the directors, officers or employees of the Target Companies (each of the foregoing,

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a “Related Party”), on the one hand, and any of the Target Companies, on the other hand (each of the foregoing, a “Related Party Contract”), involving payments in excess of $120,000 annually with the Target Business.

Section 3.19    Securitizations.

(a)    Each of the Target Companies, in each case, to the extent that it is a servicer of any Securitization Transaction (in such a capacity, a “Securitization Servicer”) or otherwise a party to a Securitization Transaction, is in compliance in all material respects with all Contracts to which it is bound under such Securitization Transaction (collectively referred to as the “Securitization Instruments”). Each of the Target Companies, to the extent that it is a Securitization Issuing Entity or Securitization Servicer, has performed in all material respects all of its respective obligations under the Securitization Instruments. Each of the Target Companies, in each case, to the extent that it is a Securitization Depositor or Securitization Originator, has performed in all material respects all of its respective obligations under the Securitization Instruments. To Parent's Knowledge, each other party to a Securitization Transaction is in compliance in all material respects with and has performed in all material respects all of its respective obligations under the Securitization Instruments.

(b)    Since January 1, 2009, each Target Company, each Securitization Depositor, each Securitization Issuing Entity has made or caused to be made all material filings required to be made by it with any Government Authority under applicable Law in connection with any Securitization Transaction, and each such filing complied in all material respects with the requirements of applicable Law. There are no pending or, to Parent's Knowledge, threatened, lawsuits, actions, proceedings or claims in which it is alleged that any registration statement, prospectus, private placement memorandum or other offering document, or any amendments or supplements thereto contained, as of the date on which it was issued in any Securitization Transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No securities were issued or sold by any of the Target Companies or any Securitization Issuing Entity in violation in any material respect of applicable Law in any Securitization Transaction.

(c)    No event of default, servicer default, termination event, amortization event, event triggering a debtor notification obligation in relation to the perfection of security or title or other similar event currently exists under any Securitization Instrument and no cash trapping trigger event (including interest premium or fee increase) or other event requiring the increase of credit enhancement for any Securitization Transaction currently exists, except, in each case, for any cash trapping trigger or other event requiring the increase of credit enhancement for any Securitization Transaction that occurred as a result of the performance of the related pool of assets, and no event has occurred that, with the giving of notice, the passage of time, or both would constitute any such event.

(d)    None of the Target Companies has acted in the capacity of guarantor or credit enhancer in any Securitization Transaction, nor has any of the Target Companies provided any type of guaranty in any Securitization Transaction with respect to any payments of principal or interest in connection with any issued securities; provided, however, that for the purposes of this representation, none of the Target Companies shall be deemed a “guarantor” or “credit enhancer” solely by reason of owning

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or holding any credit residual, subordinate interest, credit reserve account or similar instrument or account related to any Securitization Transaction.

(e)    Section 3.19(e) of Parent's Disclosure Letter lists all of the Securitization Transactions as of the date of this Agreement. With respect to each Securitization Transaction, a complete copy of all material documents, agreements, reports and instruments relating to such Securitization Transaction has been made available to Purchaser.

(f)    Each Securitization Issuing Entity is not a party to any agreement, contract or commitment other than the relevant Securitization Instruments to which it is a party.

(g)    As of the date hereof, (i) no material claim has been made since January 1, 2009 pursuant to an indemnification obligation, and (ii) no event has occurred and is continuing that (with or without notice or lapse of time) would be reasonably likely to result in any material indemnification obligation, in either case, of any Target Company, any Securitization Originator, Securitization Servicer or Securitization Depositor to any Securitization Issuing Entity or to any securitization trustee, investor, lender, guarantor, surety provider, swap provider, or other counterparty or participant in any Securitization Transaction.

(h)    As of the date hereof, to Parent's Knowledge, no party to a Securitization Transaction has validly exercised a right to cause a repurchase, buyback or replacement of a securitized asset pursuant to such Securitization Transaction other than a repurchase, buyback or replacement obligation (i) exercised for administrative purposes in the ordinary course of business or (ii) pursuant to the terms and conditions of a Securitization Instrument with respect to delinquencies and defaulted Contracts.

(i)    Parent has made available to Purchaser a complete copy of all material credit, underwriting or collection policies of each Securitization Originator and Securitization Servicer.

Section 3.20    Intercompany Loans. Section 3.20 of Parent's Disclosure Letter sets forth a complete listing of all intercompany loans outstanding as of the date hereof made by (a) GMAC IF or any Affiliate of Parent other than a Target Company, on the one hand, to any Target Company, on the other hand, (each, an “Intercompany Loan”) and (b) any Target Company, on the one hand, to GMAC IF or any Affiliate of Parent, on the other hand, and, in each case, as of October 31, 2012, the outstanding principal amount.

Section 3.21    Finder's Fees. Except for Citigroup Global Markets Inc. and Evercore Group LLC, whose fees will be paid by Parent or one of its Affiliates (other than any of the Target Companies), there is no other investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Parent or its Affiliates who would be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Section 3.22    Foreign Asset Control. Parent, each Seller and each Target Company maintains a risk-based system of controls which reasonably assures, as applicable, the monitoring, prevention, detection, and reporting of transactions involving OFAC Specially Designated Nationals and Blocked Persons as required by applicable Law.

Section 3.23    Anti-Money Laundering. Parent, each Seller and each Target Company maintains a risk-based system of controls which reasonably assures the monitoring, prevention,

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detection, and reporting of transactions violating any applicable anti-money laundering Law, including the Proceeds of Crime Act 2003, the Money Laundering Regulations 2007, the Bank Secrecy Act of 1970, the U.S.A. Patriot Act of the United States, the rules and guidance of the Financial Services Authority and Office of Fair Trading.

Section 3.24    Anti-Corruption; No Unlawful Payments; Prohibited Practices.

(a)    To the extent required by applicable Law, each Target Company maintains systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

(b)    Each Target Company maintains a risk-based system of controls which reasonably assures, as applicable, the monitoring, prevention, detection, and reporting of transactions violating any applicable Laws relating to anti-corruption, including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2011.

(c)    Since December 31, 2007, none of the Target Companies or, to Parent's Knowledge, any Representative of any Target Company has paid, offered or promised to pay, or authorized or ratified the payment directly or indirectly, of any monies or anything of value to any official or employee of any Government Authority or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of the Government Authority to obtain or retain business, direct business to any person or secure any other improper benefit or advantage, in each case in violation of any applicable Law.

(d)    Since December 31, 2007, none of the Target Companies or, to Parent's Knowledge, any Representative of any Target Company has committed or engaged in any Prohibited Practices.

(e)For purposes of this Section 3.24, an “official or employee” includes any official or employee of any entity owned or controlled by a Government Authority (or family members thereof), members of royal families, any officer or employee of a public international organization, as well as any person acting in an official capacity for or on behalf of any of the foregoing.

Section 3.25    Export Controls.

(a)    None of Parent, any Seller, Target Company, or any of their respective directors or senior officials are Prohibited Persons.

(b)    Since December 31, 2007, none of Parent, any Seller or Target Company is a party to any contract or bid with, and has not conducted business with any Prohibited Persons in violation of any applicable Law.

(c)    Since December 31, 2007, none of Parent, any Seller or Target Company is a party to any contract or bid with, and has not conducted any business directly or indirectly involving Cuba, Iran, Myanmar (Burma), North Korea, Sudan or Syria in violation of any applicable Law.

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(d)    There is no pending or, to the Knowledge of Parent, threatened Action against, or, to the Knowledge of Parent, investigation by any Government Authority of, any Target Company, nor is there any injunction, order, judgment, ruling or decree imposed (or, to the Knowledge of Parent, threatened to be imposed) upon any Target Company or any asset of any Target Company by or before any Government Authority, or pending voluntary disclosure to any Government Authority, in each case, in connection with an alleged violation of any applicable Law relating to the export of data, goods or services to any foreign person or jurisdiction against which the United States maintains sanctions or export controls, including applicable regulations of the U.S. Department of Commerce, the U.S. Department of State, U.S. Department of Energy and OFAC, as well as any applicable requirements or restrictions imposed by any other non-U.S. jurisdiction.

(g)    Since December 31, 2007, each of the Target Companies has complied with all applicable U.S. and non-U.S. export control requirements, including regulations controlling the export of certain products, services, and technologies and anti-boycott requirements as set forth in the Export Administration Regulations (EAR), 15 CFR Parts 730-774, as amended, and Section 999 of the Code and similar non-US requirements.

Section 3.26    Consumer Financial Protection. Except as would not, individually or in the aggregate, be reasonably likely to (i) be material to (A) the Target Companies, taken as a whole, or (B) any Target Business Segment, taken as a whole, or (ii) result in Criminal Liability, each Target Company:

(a)    is compliant with its own current and in-force privacy policies and express commitments to its respective customers, consumers and employees concerning the privacy and security of their Personal Data;

(b)    is compliant with its obligations under applicable Consumer Financial Protection Law in respect of the use of electronic communications (including e-mail, text messaging, fax machines, automated calling systems and non-automated telephone calls) for direct marketing purposes; and

(c)    each of the Target Companies:

(i)may, subject to the requirements of applicable Consumer Financial Protection Law, exploit all Personal Data forming the subject matter of any executory Contract entered into in by such Target Company as part of the operation of the Target Business in accordance with applicable Consumer Financial Protection Law;

(ii)either (1) holds all Personal Data used by such Target Company on its IT Assets, or (2) such Personal Data is held (a) by a third party under a Contract allowing reasonable access by the Target Company to the Personal Data, or (b) is otherwise held in such a manner as to allow reasonable access by the Target Company to the Personal Data; and

(iii)has, since December 31, 2007, processed Personal Data in accordance with applicable Consumer Financial Protection Law.

Section 3.27    Financing Contracts. Except as would not have a Company Material Adverse Effect:

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(a)    Each Financing Contract and each related Credit Enhancement is valid, binding and enforceable, by the applicable Target Company, Securitization Depositor or Securitization Issuing Entity, as the case may be, against the obligor or borrower thereunder in accordance with its respective written terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

(b)    (i) Each Financing Contract and each related Credit Enhancement is, in full force and effect, free and clear of Encumbrances other than Permitted Encumbrances and Encumbrances arising in connection with any Securitization Transaction or under any Securitization Instrument; (ii) each Target Company or Securitization Issuing Entity, as the case may be, has in its possession or control the notes and other documentation comprising each Financing Contract and each related Credit Enhancement reasonably necessary to enforce the rights of such Target Company or Securitization Issuing Entity, as the case may be, with respect to such Financing Contract, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (iii) all payments by the obligor or borrower under each Financing Contract are made to or for the benefit of a Target Company or Securitization Issuing Entity, as the case may be.

(c)    With respect to each Financing Contract, the applicable Target Company or Securitization Issuing Entity, as the case may be, has a valid and enforceable security interest in any collateral subject thereto, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, as and to the extent required by such Target Company's or the applicable Securitization Originator's respective credit or investment approval with respect to such Financing Contract.

Section 3.28    No Amendments to Transferred Derivatives or Corresponding Derivatives.

(a)    Section 1.1(g) of the Parent's Disclosure Letter lists all of the AIM Derivatives as of the date of this Agreement and Section 3.18 of the Parent's Disclosure Letter lists all of the Corresponding Derivatives as of the date of this Agreement. With respect of each such Transferred Derivative, Parent has made available to Purchaser a complete copy of the transaction confirmations relating to such Transferred Derivative.

(b)    The termination of any AIM Derivative pursuant to Section 5.23 shall not trigger a default, termination event or requirement to post collateral (or event which, with the giving of notice or the lapse of time, would constitute a breach or default, termination event or requirement to post collateral) in any Contract.

Section 3.29    No Other Representations or Warranties. Except for the representations and warranties contained in this Article III (as qualified by the applicable items disclosed in Parent's Disclosure Letter), neither Parent nor any other Person makes any express or implied representation or warranty on behalf of Parent or any of its Affiliates, and Parent disclaims any other representations or warranties. To avoid doubt, Parent does not give or make any warranty or representation as to (and shall have no indemnification obligation or, in the absence of fraud, other liabilities in respect of) the accuracy or reasonableness of any forecasts, estimates, projections, statements of intent or statements of opinion provided to Purchaser, any of its Affiliates, or any of their respective Representatives on or prior to the date of this Agreement, including in the “Confidential Information

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Memorandum” relating to the Target Business, any management presentations and any other information made available in the Virtual Data Room. Purchaser acknowledges and agrees that, except for the representations and warranties contained in this Article III (as qualified by the applicable items disclosed in Parent's Disclosure Letter), neither Parent nor any of its Affiliates is making any representation or warranty regarding any documents, projections, forecasts, statement or other information made, communicated or furnished (orally, in writing, in the Virtual Data Room, in management presentations (including any questions posed and answers given and any related discussions, whether formal or informal) or otherwise) to Purchaser, any of its Affiliates, or any of their respective Representatives (including any opinion, information, projection or advice that may have been or may be provided to such Person by any Representatives of Parent or any of its Affiliates). No Person makes any representations or warranties to Purchaser regarding the probable success or profitability of the Target Companies.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth on Purchaser's Disclosure Letter, the Purchaser represents and warrants to Parent, as of the date hereof and as of each Closing Date (or in the case of representations and warranties that speak of a specified date, as of such specified date), as follows (it being understood that the following representations and warranties are made assuming that the Restructuring has been completed in full):

Section 4.1    Organization, Authorization, Enforceability, Non-Contravention.

(a)    Organization. Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Texas. Purchaser Topco is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware.

(b)    Authorization. Purchaser Topco, Purchaser and each of their Affiliates that is a party to any of the Transaction Documents has full corporate or other organizational power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations under, and consummate the transactions contemplated by, each such Transaction Document. The execution, delivery and performance of this Agreement by Purchaser has been duly and validly authorized by all necessary corporate action on the part of Purchaser. The execution, delivery and performance of this Agreement by Purchaser Topco has been duly and validly authorized by all necessary corporate action on the part of Purchaser Topco. The execution, delivery and performance of each of the Transaction Documents (other than this Agreement) to which Purchaser Topco, Purchaser or any of their Affiliates is (or is contemplated to be) a party have been, or prior to the Closing at which such Transaction Document is to be executed will have been, duly and validly authorized by all necessary corporate or other action on the part of such Person.

(c)    Binding Effect. This Agreement has been, and each other Transaction Document will at the Closing at which such Transaction Document is to be executed be, duly executed and delivered by Purchaser Topco, Purchaser or those of their Affiliates that are (or are contemplated to be) party thereto. This Agreement is a legal, valid and binding obligation of each of Purchaser Topco and Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each of the Transaction Documents (other than this Agreement) to which Purchaser Topco, Purchaser or any of their Affiliates is a party, when

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executed and delivered by such Person, will be legal, valid and binding obligations of such Person enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

(d)    Non-Contravention. Assuming the receipt of all Parent Required Governmental Approvals and Purchaser Required Governmental Approvals, and the expiration of any related waiting periods, the execution, delivery and performance of each of the Transaction Documents to which Purchaser Topco and Purchaser or any of their Affiliates is a party by such Person, and the consummation by such Person of the transactions contemplated by the Transaction Documents, will not (i) violate or conflict with any provision of the Constituent Documents of such Person, (ii) violate or conflict with any Law or Permit applicable to such Person, other than immaterial violations of Law or any Permit or (iii) constitute a breach or default (or event which, with the giving of notice or the lapse of time, would constitute a breach or default) under, or give any third party (with or without the giving of notice, the passage of time or otherwise) any rights of termination, acceleration, prepayment, redemption or cancellation of, or give rise to any loss of a material benefit or obligation to make a payment under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on any of the assets, properties or Equity Interests of Purchaser Topco, Purchaser or any of their Affiliates pursuant to any Contract to which any such Person is a party or by which any such Person's properties or assets may be bound,, except in case of clause (iii), for any such breaches, terminations, accelerations, cancellations, losses or Encumbrances that would not have a Purchaser Material Adverse Effect.

Section 4.2    Financing. As of each Closing, Purchaser will have available sufficient cash, available lines of credit, committed debt or equity financing or other sources of immediately available funds to enable it to consummate the transactions contemplated by this Agreement and perform its obligations hereunder. Purchaser's obligations hereunder are not subject to any condition regarding Purchaser's ability to obtain financing for the consummation of the transactions contemplated hereunder.

Section 4.3    Approvals. Other than the authorizations, waivers, consents, approvals, filings, registrations and notices set forth in Section 4.3 of Purchaser's Disclosure Letter (collectively, the “Purchaser Required Governmental Approvals”), none of Purchaser Topco, Purchaser nor any of their Affiliates is required to (i) obtain any authorization, waiver, consent or approval of, (ii) make any filing or registration with, or (iii) give any notice to, any Government Authority in connection with or as a condition to the execution, delivery and performance of any of the Transaction Documents or the consummation of the transactions contemplated thereby, other than any authorization, waiver, consent, approval, filing, registration or notice the failure of which to obtain, make or give would not have a Purchaser Material Adverse Effect. To Purchaser's Knowledge, where Purchaser Required Governmental Approvals require that Purchaser meet certain qualifications, Purchaser meets such qualifications. To Purchaser's Knowledge, as of the date hereof, no event has occurred nor has any circumstance arisen that would reasonably be likely to result in the failure of any Purchaser Required Governmental Approvals to be received in a timely manner in order to permit the consummation of the transactions contemplated by this Agreement.

Section 4.4    Finder's Fees. Except for Merrill Lynch, Pierce, Fenner & Smith Inc., Barclays Capital, Inc., UBS Securities LLC and Banco Bradesco BBI S.A., whose fees will be paid by Purchaser or one of its Affiliates, there is no other investment banker, broker, finder or other intermediary that

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has been retained by or is authorized to act on behalf of Purchaser who would be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

Section 4.5    No Litigation. To Purchaser's Knowledge, there is no Action by any Person pending or threatened against Purchaser Topco, Purchaser or any of their Affiliates that would be reasonably likely to result in monetary damages, injunctive relief or the taking of any other action that would (in any of the foregoing cases) result in a Purchaser Material Adverse Effect. There are no unsatisfied or outstanding Government Orders against Purchaser Topco, Purchaser or any of their Affiliates or any of the properties or business of Purchaser Topco, Purchaser or any of their Affiliates that would have a Purchaser Material Adverse Effect.

Section 4.6    Securities Law Compliance. Purchaser is financially sophisticated and understands that the Target Equity Interests have not been registered under the securities laws of any jurisdiction, including the Securities Act, and may only be transferred pursuant to registration or an applicable exemption under all applicable Laws. Purchaser is acquiring the Target Equity Interests for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable Law. Purchaser has not, directly or indirectly, offered the Target Equity Interests to anyone or solicited any offer to buy the Target Equity Interests from anyone, so as to bring such offer and sale of the Target Equity Interests by Purchaser within the registration requirements of the Securities Act or the securities Laws of any other jurisdiction.

Section 4.7    Due Diligence by Purchaser. Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the Target Business and the operations, assets, Liabilities and financial condition of the Target Companies in making the determination to proceed with the transactions contemplated by the Transaction Documents and has relied solely on the results of its own independent investigation and the representations and warranties in Article III in connection with the Target Companies and the subject matter of this Agreement. Purchaser has, among other things, had full access to the Virtual Data Room and received Parent's Disclosure Letter. Purchaser has also received certain projections and other forecasts, including projected financial statements, cash flow items, capital expenditure budgets and certain business plan information, and acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts and, accordingly, it is not relying on them, (ii) Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts, (iii) Purchaser has no claim under this Agreement against anyone with respect to the accuracy of such projections and forecasts and (iv) Parent has made no representation or warranty with respect to such projections and forecasts. The representations and warranties of Parent in Article III constitute the sole and exclusive representations and warranties of Parent to Purchaser in connection with the transactions contemplated by this Agreement, and Purchaser understands, acknowledges and agrees that, except as set forth in Article III, all other representations and warranties of any kind or nature express or implied (including any relating to the future or historical financial condition, results of operations, assets or Liabilities of the Target Companies or the quality, quantity or condition of the assets of the Target Companies) are specifically disclaimed by Parent. Purchaser hereby waives any other warranty or representation, in each case, express or implied, as to the quality, merchantability, fitness for a particular purpose or condition of the Target Companies or any part thereof.

Section 4.8    Solvency. After giving effect to the payment of all amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement, and payment of all related fees and expenses, Purchaser will be Solvent as of and immediately following

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each Closing. For purposes of this Agreement, the term “Solvent,” when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed (i) the value of all “liabilities of such person, including contingent and other liabilities,” as of such date, as such quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors, and (ii) the amount that will be required to pay the probable Liabilities of such Person as such debts become absolute and mature, (b) such Person will not have, as of such date, an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (c) such Person will be able to pay its Liabilities as they mature.

Section 4.9     No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, neither Purchaser nor any other Person makes any other express or implied representation or warranty on behalf of Purchaser or any of its Affiliates, and Purchaser disclaims any other representations or warranties.

ARTICLE V

COVENANTS

Section 5.1    Conduct of the Target Business.

(a)    Parent undertakes to procure that, between the date hereof and the Closing at which any Subject Companies are purchased and sold, such Subject Companies (except in each case as referred to in Section 5.1(b) or as may be approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed)) (1) shall carry on the business of such Subject Companies and, to the extent applicable to any such Subject Company, the Securitization Transactions, in the ordinary course, consistent in all material respects with past practice (including by continuing the business of such Subject Companies in each market in which it is currently conducted), (2) shall use their respective commercially reasonable efforts to preserve intact in all material respects their respective business organizations and preserve their relationships with customers, key employees and other Persons with whom they have material business dealings, and (3) shall not:

(i)    amend any provision of the Constituent Documents of any Subject Company, or any term of any outstanding Equity Interest issued by any Subject Company;

(ii)    effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of any Subject Company;

(iii)    sell, pledge, transfer, dispose of, encumber (other than Permitted Encumbrances) create, allot or issue, or grant an option to subscribe for, any Equity Interest in any Subject Company;

(iv)    acquire or agree to acquire any Equity Interest in any Person (other than another of the Subject Companies), other than in connection with investment activities conducted in the ordinary course of business consistent with past practice;

(v)    merge or consolidate any Subject Company with any Person, or adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any Subject Company;

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(vi)    other than in the ordinary course of business consistent with past practice, (A) make any loans, advances or capital contributions to, any other Person, except another Subject Company, or (B) incur, issue, assume, increase or modify the material terms of any indebtedness for borrowed money or guarantee any such Liabilities;

(vii)    (A) grant any salary or wage increase to any director, employee or individual consultant of any Target Company or to any Business Employee from those existing on the date of this Agreement, except in any case (1) as may be required by applicable Law, (2) to satisfy contractual obligations existing as of the date of this Agreement (including pursuant to any collective bargaining agreement), (3) pursuant to national trade agreements; (4) in the ordinary course of business consistent with past practice, including increases that are consistent with past increases, with respect to any employee and such increase for any such employee does not exceed the total budgeted amount for compensation, or (5) for newly hired or recently promoted employees (other than any employee replacing a Key Person or Business Employee) to fill a vacant position as of the date hereof or to replace an employee who terminated employment after the date hereof on terms that are in the ordinary course of business consistent with past practice for the applicable position; provided however, that any once-per-year salary increase for any Business Employee that is employed in the US shall not exceed 3% of such Business Employee's then-current annual salary; or (B) enter into, amend or renew any employment, individual consulting, severance, retention, change in control or similar agreements or arrangements with any Business Employee or Key Person, except for any such agreement or arrangements for which Purchaser and its Affiliates would not have any obligation or Liability; (C) enter into, amend or renew any employment, individual consulting, severance, retention, change in control or similar agreements or arrangements with any director, officer, employee or individual consultant of any Target Company except (other than for a Key Person) on terms that are in the ordinary course of business consistent with past practice, including increases that are consistent with past increases, for the applicable position (it being understood that any such employment agreement may provide for severance in the ordinary course of business consistent with past practices);

(viii)    (A) enter into, establish, adopt or amend any Target Company Benefit Plan or other pension, retirement, stock option, stock purchase, profit sharing, deferred compensation, bonus, severance, group insurance, employee benefit, incentive or welfare contract, plan or arrangement in respect of any director, officer, employee or individual consultant of any Target Company, or take any action to accelerate the vesting of compensation or benefits payable thereunder (other than in respect of Parent Benefit Plans), except (other than in respect of any employment, individual consulting, severance, retention, change in control or similar agreements or arrangements of Key Persons for which Purchaser and its Affiliates would have any obligation or Liability): (1) as may be required by applicable Law, (2) to satisfy contractual obligations under this Agreement or existing as of the date of this Agreement, (3) pursuant to national trade agreements; (4) to comply with any judicial or administrative order from any Government Authority, (5) as part of an annual renewal process consistent with past practice, including increases that are consistent with past increases, or (6) in the ordinary course of business consistent with past practice, including increases that are consistent with past increases, provided, however, that notwithstanding the foregoing, any newly hired or recently promoted employee (other than any employee replacing a Key Person) shall be eligible to participate in any existing contract, plan or arrangement on terms that are in the ordinary course of business consistent with past practice for the applicable position; furtherprovided, that the amount of cumulative, aggregate costs of all changes under this subsection (A) shall

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not exceed the total budgeted amount for any such contract, plan or arrangement, or (B) enter into, establish, adopt or amend any pension, retirement, stock option, stock purchase, profit sharing, deferred compensation, bonus, severance, group insurance, employee benefit, incentive or welfare contract, plan or arrangement in respect of any Business Employee, except (other than in respect of any employment, individual consulting, severance, retention, change in control or similar agreements or arrangements of Business Employees for which Purchaser and its Affiliates would have any obligation or Liability) in any manner such that the resulting terms or increases in amounts applicable to any Business Employee is not disproportionately favorable to such Business Employee relative to the resulting terms or increases in amounts applicable to similarly situated non-Business Employees;

(ix)    make any change, in any material respect, in accounting methods, principles, practices or policies used by any Subject Company or in the manner of application of such methods, principles, practices or policies, except insofar as may be required by Law or applicable accounting principles;

(x)    make, change or revoke any Tax election (including any entity classification election), change an annual accounting period, change any taxable year, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement with respect to Taxes, settle any claim for Taxes or assessments relating to it, surrender any right to claim a refund of Taxes, consent to any extension or waiver of any limitation period applicable to any claim for Taxes or assessments relating to it;

(xi)    other than the settlement of collection Actions in the ordinary course of business consistent with past practice, settle any pending or threatened Action (A) with a value greater than $1,750,000 individually or $7,500,000, in the aggregate, and for which a reserve has not been established by the applicable Subject Company or (B) for an amount more than 15% above the amount of any reserve established for such Action by the applicable Subject Company;

(xii)    other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of, grant an Encumbrance on or permit an Encumbrance to exist on, or agree to sell, lease, license, or otherwise dispose of, or grant or permit an Encumbrance on, any properties or assets of the Subject Companies with a value greater than $2,500,000, in each case, other than any Permitted Encumbrances;

(xiii)    acquire a substantial portion of the assets or business of any Person or any division or line of business thereof, or otherwise acquire any assets or properties, in each case, whether in a single transaction or a series of related transactions, with a value greater than $2,500,000, or enter into any new line of business;

(xiv)    make any distribution (whether in cash, stock, equity rights or property), declare or pay any dividend, effect a reduction of the capital, or enter into any contractual commitment to effect any of the foregoing;

(xv)    commence any proceeding or file any petition in any court relating to the bankruptcy, reorganization, insolvency, dissolution, liquidation or relief from debtors, in any case, in respect of any Subject Company;

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(xvi)    enter into any new Contract that, if existing on the date hereof, would be a Specified Contract (other than a Specified Contract described in Section 3.15(a)(i), Section 3.15(a)(iv), Section 3.15(a)(v), to the extent entered into in the ordinary course of business consistent with past practice, or Section 3.15(a)(x) or Section 3.15(a)(xi)), or amend, modify, waive, renew or terminate, in each case, in any material respect, any material right under any existing Specified Contract except renewals, extensions or replacements of existing Specified Contracts on terms that are, in the aggregate, at least as favorable in all material respects to the Target Company as the terms thereof on the date of this Agreement or fail to comply with any material obligation of the relevant Subject Company under any Specified Contract;

(xvii)     other than in the ordinary course of business consistent with past practice, sell, lease, license or otherwise dispose of, grant an Encumbrance on or permit an Encumbrance to exist on, or agree to sell, lease, license, or otherwise dispose of, or grant or permit an Encumbrance on, any Intellectual Property or IT Assets owned or used by the Subject Companies;

(xviii)    fail to maintain any Scheduled Intellectual Property or fail to use reasonable measures to protect the confidential nature of the material trade secrets of the Target Companies;

(xix)    make or commit to make capital expenditures in excess of $2,000,000 individually and $5,000,000 in the aggregate;

(xx)    enter into, modify or terminate any labor or collective bargaining agreement of any Target Company or, through negotiation or otherwise, make any commitment to incur any Liability to any labor organization with respect to any Target Company except pursuant to national trade agreements;

(xxi)    other than actions taken in the ordinary course of business consistent with past practice, take or permit any of its Affiliates to take any action that would result in any Securitization Servicer, Securitization Originator, Securitization Depositor or Securitization Issuing Entity failing to comply in any material respect with its obligations under any applicable Securitization Instrument;

(xxii)    other than in the ordinary course of business, consistent with past practice, and except as required by Law, applicable accounting standards updating requirements of internal policies and procedures in place as of the date hereof, changes to policies and procedures applicable to Parent and its Affiliates and not targeted at the Target Companies or the Securitization Instruments, modify, replace or supersede the any credit, underwriting or collection practices of any Target Company in any material respect;

(xxiii)    transfer the employment of any Business Employee to a position outside of the Target Business; or

(xxiv)    affirmatively authorize or commit to do any of the actions prohibited by this Section 5.1(a).

(b)    Notwithstanding anything to the contrary in Section 5.1(a), or any other provision of this Agreement or any other Transaction Document, neither Parent nor any of its Affiliates shall be

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prevented from undertaking, be required to obtain Purchaser's consent in relation to, or incur any Liability as a result of effecting any of the following:

(i)    any matter required by Law or any Government Authority;

(ii)    the implementation of any transaction or the taking of any action expressly contemplated to be taken in any Transaction Document, including any action that arises as a result of the fact that more than one Closing may occur;

(iii)    any matter disclosed in Section 5.1(b) of Parent's Disclosure Letter;

(iv)the performance of an obligation under any Contract existing as at the date hereof;

(v)the contribution of any funding to any Subject Company in the ordinary course of business consistent with past practice;

(vi)the release or discharge of any Liability owed by a Subject Company to Parent or any of its Affiliates, or owed by Parent or any of its Affiliates to a Subject Company;

(vii)the amendment, modification or revision of the terms of any European Intercompany Loan pursuant to Section 5.17;

(viii)any action taken in connection with disaster recovery or related emergency response efforts with the intention of minimizing any adverse effect resulting from such efforts (provided that Parent shall promptly notify Purchaser of any such efforts); or

(ix)the assignment of any Transfer In-Process Marks to Parent.

Section 5.2    Sale of Target Equity Interests. Except in connection with the Restructuring or the transactions contemplated hereby, between the date hereof and the Final Closing, Parent shall not, and shall cause each of the Sellers not to (except as may be approved by Purchaser (such approval not to be unreasonably withheld, conditioned or delayed)), issue, sell, transfer, dispose of or encumber any Target Equity Interests or rights in respect thereof, or admit any new partner or member with respect to any Target Company.

Section 5.3    Cooperation.

(a)    Each of Parent, Purchaser Topco and Purchaser shall, and shall cause their respective Affiliates to, cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on their respective parts under this Agreement and applicable Laws to satisfy the conditions set forth in Article VI and to consummate and make effective the transactions contemplated by the Transaction Documents with the intent of effecting each Closing as promptly as practicable, including preparing and filing all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, Permits and authorizations necessary to be obtained from any Government Authority (including the Required Governmental Approvals) in order to consummate the transactions contemplated hereby; provided, however, that each Party

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agrees to, and to cause its respective Affiliates to, reasonably consult with each other in advance of any filing, and agrees to consider and reasonably take into account the views of the other Party in connection with each such filing. Without limiting the generality of the foregoing, each Party shall, and shall cause its respective Affiliates to, make timely and as promptly as practicable (and in no event later than 30 calendar days after the date hereof or within such further period acceptable to both Parties) all filings and submissions required under any applicable Law in connection with the Transaction Documents and the transactions contemplated thereby, and file promptly any additional information requested under any applicable Law in connection therewith, after receipt of the request therefor.

(b)    Without limiting the generality of this Section 5.3, the Parties shall reasonably cooperate with each other and shall each furnish to the other all information reasonably necessary or desirable in connection with making any application or other filing required to be made pursuant to any applicable Law, and in connection with resolving any investigation or other inquiry by any Government Authority under any applicable Laws, in each case, with respect to the transactions contemplated by the Transaction Documents. Each Party shall as promptly as reasonably practicable inform the other of any communication (including promptly furnishing copies of any written communication) with or from, and any proposed understanding, undertaking or agreement with, any Government Authority regarding such applications and filings. Neither Party nor any of their respective Representatives shall agree to participate in any substantive meeting or discussion with any Government Authority in respect of any filing, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Government Authority, gives the other Party the opportunity to attend. The Parties shall consult and reasonably cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with all meetings, actions and proceedings under or relating to any applicable Laws in connection with the transactions contemplated by this Agreement (including, with respect to making a particular filing, by providing copies of all such documents to the non-filing Party prior to filing, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). Any such provision of information by one Party to the other may be made on a counsel-only basis to the extent required under applicable Law (including any anti-gun jumping Laws), and any such materials may be redacted (i) to remove references concerning the valuation of the Target Companies, (ii) as necessary to comply with contractual arrangements, (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns or (iv) as otherwise necessary to comply with applicable Law.

(c)    Without limiting the generality of this Section 5.3, each of Parent, Purchaser Topco and Purchaser agrees to use its reasonable best efforts to take or cause to be taken all actions necessary (i) to obtain any and all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, Permits and authorizations necessary to be obtained from any Government Authority (including the Required Governmental Approvals) to cause the transactions contemplated by this Agreement to occur prior to the Outside Date and (ii) to avoid or eliminate each and every impediment to obtaining any and all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, Permits and authorizations necessary to be obtained from any Government Authority (including the Required Governmental Approvals) to cause the transactions contemplated by this Agreement to occur prior to the Outside Date; provided, however, that in respect of each Closing, nothing contained herein will require Purchaser Topco, Purchaser or any of their Affiliates (which for purposes of this proviso shall include the Target Companies) to (x) agree to sell, divest, dispose of or hold separate any assets or businesses, (y) take or commit to take any action that limits

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its freedom of action with respect to, or its ability to retain, one or more of its businesses, product lines or assets, except in the case of Purchaser and its Controlled Affiliates only, in a manner that would not be materially burdensome to the applicable Target Business Segment, or (z) litigate, pursue or defend against any administrative or judicial action or proceeding (including any temporary restraining order or preliminary injunction) challenging any of the transactions contemplated hereby.

(d)    The Parties shall keep each other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other with copies of any material notices or other communications received by either Party or its Affiliates (as the case may be) or, to its Knowledge, its Representatives from any Government Authority with respect to the transactions contemplated by this Agreement, in each case to the extent permitted by applicable Law. The Parties shall give prompt notice to each other of any development or combination of developments that, individually or in the aggregate, is reasonably likely to prevent, materially delay or materially impair its respective ability to consummate the transactions contemplated by this Agreement, including the failure to satisfy a condition to the Closing set forth in Article VI; provided, however, that no such notification shall affect the representations, warranties, covenants or obligations of the Parties or the conditions to the obligations of the Parties under this Agreement.

Section 5.4    Pre-Closing Restructuring. Between the date hereof and the Final Closing, Parent shall effect the Restructuring. Notwithstanding the foregoing, Parent's obligation pursuant to this Section 5.4 shall be subject to the filing of all documentation to effect all necessary notices, reports and other filings with and obtaining all consents, registrations, approvals, waivers, orders, interpretive guidance, exemptions, Permits and authorizations from all applicable Government Authorities with respect to the Restructuring. Parent or one or more of its Affiliates (other than the Target Companies) shall bear all out-of-pocket costs and expenses (including any fees and Taxes) incurred in connection with the Restructuring. Parent agrees to keep Purchaser reasonably informed on a timely basis regarding the timing and actions taken (as described in Section 1.1(f) of Parent's Disclosure Letter) in connection with the Restructuring.

Section 5.5    Access and Information.

(a)    With respect to each Subject Company, from the date hereof until the Closing at which such Subject Company is sold, subject to any applicable Law, Parent, to the extent not unreasonably disruptive to the business and employees of such Subject Company, shall, and shall cause its Affiliates to, (i) afford Purchaser and its Affiliates, subject to any confidentiality restrictions, reasonable access during normal business hours upon reasonable advance notice to the books and records and other documents of the Subject Company and assets, properties and senior management and personnel of such Subject Company and its Affiliates, agents and auditors, and (ii) promptly furnish, or cause to be furnished, to Purchaser such technical, financial and operating data and other information (or copies thereof) with respect to such Subject Company, as may from time to time be reasonably requested by Purchaser, in each case, to the extent reasonably required by Purchaser to ensure an orderly and efficient transition of (including for the purposes of retaining personnel (including Key Personnel) of or related to) such Subject Company to Purchaser, to prepare for the Closing relating to such Subject Company, any financing contemplated by Section 5.14 and to facilitate the satisfaction of the conditions to the Closing relating to such Subject Company under Article VI; provided, however, that in no event shall Purchaser have access to any information (i) that relates solely to any portion of the business of Parent or its Affiliates that is not being

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transferred pursuant to this Agreement or (ii) in Parent's reasonable determination, the disclosure of which would violate applicable Law, or could affect any legal privilege. In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format, or, if such redaction would result in pertinent information being omitted, Parent shall make such information available if Purchaser delivers confidentiality, and if reasonably required, indemnity, undertakings reasonably satisfactory to Parent. No information provided to or obtained by Purchaser pursuant to this Section 5.5(a) or otherwise obtained after the execution of this Agreement shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser's right to seek indemnification pursuant to Section 8.2), or the representations or warranties of, or the conditions to the obligations of, the Parties hereto.

(b)    Following the first Closing hereunder until the sixth (6th) anniversary of such Closing, to the extent permitted by applicable Law, Purchaser agrees to provide (or cause its Affiliates to provide) Parent with all necessary access to all books and records and other documents that Purchaser has acquired pursuant to this Agreement and to its Representatives to the extent that such access is reasonably required by Parent or any of its Affiliates and is not unreasonably disruptive to the business and employees of Purchaser and its Affiliates, (i) to prepare any required financial statements, Tax filings or regulatory filings of Parent in respect of periods ending on or prior to any Closing, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Parent or any of its Affiliates is a party relating to the business and affairs of any Subject Company prior to any Closing or (iv) in connection with any claim for indemnity made under or pursuant to this Agreement, in each case, subject in the case of any Confidential Information of Purchaser or any of its Affiliates to Parent and its Representatives agreeing to maintain the confidentiality of such information; provided, however, that in no event shall Parent have access to any information the disclosure of which, based on advice of Purchaser's counsel, or in Purchaser's reasonable determination, would violate applicable Law or could destroy any legal privilege. All such information made available to Parent under this Section 5.5(b) shall be deemed Confidential Information and shall be subject to Section 5.6 (including Section 5.6(c)). In the event that disclosing information would violate any obligation of Purchaser or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format. Purchaser agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Affiliates acquire pursuant to this Agreement in accordance with Purchaser's internal document retention policies.

(c)    Following the first Closing hereunder until the sixth (6th) anniversary of such Closing, to the extent permitted by applicable Law, Parent agrees to provide (or cause its Affiliates to provide) Purchaser with all necessary access to all books and records and other documents of Parent and to its Representatives to the extent that such access is reasonably required by Purchaser or any of its Affiliates and is not unreasonably disruptive to the business and employees of Parent and its Affiliates, (i) to prepare any required financial statements, reports (including servicer or investor reports), Tax filings or regulatory filings of Purchaser, including with respect to any Securitization Transaction, in respect of periods ending on or prior to any Closing, (ii) to comply with the terms of any Transaction Document, any applicable Law or request of any Government Authority, (iii) to defend or prosecute any judicial, arbitral or regulatory proceeding to which Purchaser or any of its Affiliates (which, as of and after a Closing, shall include any Subject Company transferred at such Closing) is a party relating to the business and affairs of the applicable Target Business Segment prior to such Closing or (iv) in connection with any claim for indemnity made under or pursuant

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to this Agreement, in each case, subject in the case of any Confidential Information of Parent or any of its Affiliates to Purchaser and its Representatives agreeing to maintain the confidentiality of such information; provided, however, that in no event shall Purchaser have access to any information the disclosure of which, based on advice of Parent's counsel, or in Parent's reasonable determination, would violate applicable Law or could destroy any legal privilege. All such information made available to Purchaser under this Section 5.5(c) shall be deemed Confidential Information and shall be subject to Section 5.6 (including Section 5.6(c)). In the event that disclosing information would violate any obligation of Parent or any of its Affiliates with respect to confidentiality, the Parties shall reasonably cooperate so the information might be made available in a redacted format. Parent agrees to (or to cause its Affiliates to) retain and preserve all books and records and all other documents that it and its Affiliates transfer to Purchaser pursuant to this Agreement in accordance with Parent's internal document retention policies.

(d)    From the date hereof until the applicable Closing, Parent shall provide to Purchaser copies of all servicer and security holder reports required to be delivered by any Subject Company, or any of its Affiliates, under each Securitization Transaction, within five Business Days following the date such report is required to be delivered under the applicable Securitization Instruments.

(e)    Within thirty (30) days of the date hereof, Parent shall make available to Purchaser complete copies of (i) all material Contracts related to Material Indebtedness, (ii) any Contract for employment of any individual or firm on a full-time, part-time or consulting or other basis providing annual compensation in excess of $300,000, to the extent such Contract is in the possession of Parent, (iii) a list of each Insurance Policy not set forth on Section 3.17 of Parent's Disclosure Letter and (iv) a list of all Scheduled Intellectual Property not listed on Section 3.14(a) of Parent's Disclosure Letter.

Section 5.6    Confidentiality.

(a)    The first (other than the first two sentences thereof), third, fourth and fifth paragraphs of the Confidentiality Agreement shall cease to have any force or effect as of the Final Closing. Paragraph six of the Confidentiality Agreement is hereby amended as of the Final Closing to extend the term thereof until the third anniversary of the Final Closing and to apply only to employees of Parent and its Affiliates (other than the Target Companies).

(b)    Subject to Section 5.6(c) and Section 5.7, from and after the Final Closing, (i) each Party that receives or obtains Confidential Information, or whose Affiliates receive or obtain Confidential Information (collectively, the “Receiving Party”), from the other Party or any of its Affiliates (collectively, the “Disclosing Party”) as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) shall treat, and shall cause its Representatives to treat, such Confidential Information as confidential and shall not disclose or use any such Confidential Information except as provided herein.

(c)    Section 5.6(b) shall not prohibit disclosure or use of any Confidential Information if and to the extent: (i) the disclosure or use is required by Law, any Government Authority or any recognized stock exchange on which the Equity Interests of the Receiving Party or its Affiliates are listed (provided that, to the extent permitted by applicable Law, prior to such disclosure or use the Receiving Party shall (A) promptly notify the Disclosing Party of such requirement and provide the Disclosing Party with a list of Confidential Information to be disclosed and (B) reasonably cooperate (at the Disclosing Party's cost) in obtaining a protective order covering, or confidential

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treatment for, such Confidential Information), (ii) the disclosure is to any Government Authority having jurisdiction over the Receiving Party or any of its Affiliates in connection with ordinary course discussions with, and examinations by, such Government Authority; (iii) disclosed to any Government Authority with jurisdiction over the Receiving Party or its Affiliates (provided that, to the extent permitted by applicable Law, prior to such disclosure the Receiving Party shall (A) promptly notify the Disclosing Party of such requirement and provide the Disclosing Party with a list of Confidential Information to be disclosed and (B) reasonably cooperate (at the Disclosing Party's sole cost) in obtaining a protective order covering, or confidential treatment for, such Confidential Information), (iv) the disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement or the disclosure is made in connection with the Tax affairs of the Disclosing Party, (v) the disclosure is made to the Receiving Party's Representatives on a need-to-know basis (with the understanding that the Receiving Party shall be responsible for any breach by its Representatives of this Section 5.6, (vi) the Confidential Information is or becomes generally available to the public (other than as a result of a disclosure, directly or indirectly, in contravention of this Section 5.6 or the Confidentiality Agreement by the Receiving Party or its Representatives), (vii) the Confidential Information is already in the Receiving Party's possession (provided that such Confidential Information is not known by the Receiving Party to be subject to another confidentiality obligation to the Disclosing Party), (viii) the Confidential Information is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party (provided that such sources are not known by the Receiving Party to be subject to another confidentiality obligation to the Disclosing Party), (ix) in the case of disclosure or use by Purchaser and its Affiliates, the Confidential Information relates exclusively to the Target Companies and is independently developed after the Final Closing, or (x) the disclosure or use of such Confidential Information is made with the Disclosing Party's prior written approval.

Section 5.7    Announcements. Neither Party shall, and they shall cause their respective Affiliates not to, issue any press release or make any written public announcement relating to the subject matter of this Agreement until the Final Closing without the prior review and written approval of the other Party (which approval shall not be unreasonably withheld, conditioned or delayed); provided, however, the foregoing shall not prohibit such disclosure if required by Law, any Government Authority or any recognized stock exchange on which the Equity Interests of either Party or any of their respective Affiliates are listed (in which case the applicable Party will use its reasonable best efforts to consult with the other Party before making the disclosure and to allow such other Party to review the text of the disclosure before it is made).

Section 5.8    Insurance.

(a)    With respect to each Target Business Segment, Parent shall (i) keep, or cause to be kept, all Insurance Policies or suitable replacements therefor (with terms, conditions, retentions and limits of liability that are substantially similar in all material respects to the existing policies or otherwise consistent with the market practice of businesses of a similar size and type), in full force and effect through the close of business on the Closing Date relating to such Target Business Segment, and (ii) use commercially reasonable efforts to protect the rights of the insured Persons under such insurance policies or replacements in all material respects, including by causing said insured Persons to (A) pay or otherwise satisfy or have satisfied any unpaid premiums when due with respect to any period ending at or prior to the Closing relating to such Target Business Segment, (B) provide any reasonably required notices (including renewal notices or, if applicable, other documentation reasonably required to continue in full force and effect the Insurance Policies) to

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the issuers thereof, and (C) act reasonably in respect of any decision whether to submit and pursue Target Company claims on a timely basis under the Insurance Policies, and (iii) notify Purchaser of any Target Company claims made pursuant to such insurance policies on or after the date hereof, in excess of $500,000 in respect of any individual claim.

(b)    Purchaser and its Affiliates (which, as of and after any Closing, shall include the Subject Companies) will not have access to, and shall not be permitted to make any claims under, any of Parent's or any of its Affiliate's insurance policies and programs with respect to any events or circumstances, including events or circumstances relating to a Subject Company that occurred or existed prior to the Closing relating to such Subject Company; provided that nothing in this Section 5.8 shall preclude Purchaser Indemnified Persons from making any claim for indemnification pursuant to Article VIII; provided, further, however, that Parent (i) shall use commercially reasonable efforts to pursue and collect claims arising prior to the applicable Closing for coverage for Losses involving the assets, properties and liabilities of the Subject Companies or the operation (or interruption) of business conducted by the Subject Companies, if and to the extent Parent would pursue such claims pursuant to its internal policies and procedures had such Closing not occurred, (ii) shall keep Purchaser reasonably apprised of developments concerning such claims, and (iii) shall promptly pay any amounts collected in respect of any such claim, net of any external expenses incurred by Parent in connection with its actions pursuant to this proviso, after the applicable Closing Date to Purchaser for the benefit of the Subject Companies.

(c)    Parent shall obtain and prepay an extended reporting period of six years under each of the D&O Insurance Policies (the “Run-Off Insurance”); Parent shall use commercially reasonable efforts to obtain such Run-Off Insurance prior to the First Closing, and in the event Parent is unable to acquire Run-Off Insurance prior to the First Closing, Parent shall obtain it as promptly as practicable thereafter, and such Run-Off Insurance shall have a commencement date of the First Closing Date. Such Run-Off Insurance shall be obtained on terms and conditions substantially similar to the terms and conditions in the current D&O Insurance Policies.

Section 5.9    Interest in Intellectual Property.

(a)    Except as specifically provided in this Section 5.9 or the Transitional Trademark License Agreement, Purchaser acknowledges and agrees that none of Purchaser or its Affiliates (including, after any Closing, the Subject Companies transferred at such Closing) is purchasing, acquiring, receiving a license to or otherwise obtaining any right, title or interest in, to or under any Intellectual Property owned or licensed by Parent or any of its Affiliates (other than the Target Companies to the extent they are purchased and sold hereunder), including the Parent Trademarks.

(b)    Except as expressly permitted in the Transitional Trademark License Agreement, (i) Purchaser shall, and shall cause its Affiliates (which, as of and after any Closing, shall include the Target Business Segment transferred at such Closing) to, cease and discontinue all uses of the Parent Trademarks, and (ii) Parent shall, and shall cause its Affiliates to, cease and discontinue all uses of the Company Trademarks. Purchaser, for itself and its Affiliates (which, as of and after any Closing, shall include the Subject Companies transferred at such Closing), agrees that the rights of the Target Companies to the Parent Trademarks pursuant to the terms of any trademark agreements between Parent and its Affiliates, on the one hand, and such Target Companies, on the other hand, shall terminate as of the Closing relating to such Target Company and be replaced by such rights as are provided by the Transitional Trademark License Agreement. Parent, for itself and its Affiliates, agrees that any of their respective rights to the Company Trademarks pursuant to the terms of any

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trademark agreements between Parent and its Affiliates, on the one hand, and any Target Company, on the other hand, shall terminate as of the Closing relating to such Target Company and be replaced by such rights as are provided by the Transitional Trademark License Agreement.

(c)    Purchaser hereby irrevocably and unconditionally covenants, and will cause its Affiliates (which, as of and after any Closing, shall include the Subject Companies transferred at such Closing) and its and their respective successors and assigns to covenant, not to, after any Closing, assert, initiate, file, or otherwise commence anywhere in the world any Action, or participate in or provide support for any such Action, against Parent or its Affiliates, or their respective successors or assigns or their respective officers, directors, employees, agents, direct or indirect customers, users, licensees, direct or indirect suppliers, service providers, distributors, resellers or contractors for infringement, misappropriation, or other violation of any patents, copyrights or trade secrets (in each case, other than with respect to software) owned by any of the Subject Companies transferred at such Closing and used in the ordinary course of business at that time by Parent or its Affiliates other than the Target Companies.

(d)    Parent and other Sellers each hereby grant to Purchaser and its Affiliates (including the Target Companies) a worldwide, perpetual and irrevocable license under their respective owned Intellectual Property that is in existence and used in each Target Business Segment on each Closing Date (other than Trademarks), for use in the Target Business solely in the manner used in the Target Business as of the applicable Closing Date, it being understood that with respect to any Intellectual Property associated with any website, website content, marketing collateral or any similar materials in Mexico, such materials may be used in their current form as permitted under the Transitional Trademark License Agreement for Mexico.

(e)    Prior to the first Closing, Parent shall, and shall cause its Affiliates to, use commercially reasonable efforts to ensure that: (i) all Scheduled Intellectual Property is properly filed in the current name of one of the Target Companies in the applicable jurisdiction; (ii) sole and exclusive title to all software (x) owned by Parent or its Subsidiaries and used exclusively by or for the Target Companies and/or (y) identified as having ownership by “GMAC” under the “IP Ownership” column in Section 5.9(e) of the Parent Disclosure Letter, is transferred to a Target Company; (iii) all ownership interest Parent and any applicable Affiliate has in the software identified under the heading “HP Software” of Section 5.9(e) of the Parent Disclosure Letter is transferred to a Target Company; (iv) all licenses to software (x) used by or for the Target Companies and not used by Parent itself or for its other Subsidiaries or (y) identified as “Licensed” under the “IP Ownership” column in Section 5.9(e) of the Parent Disclosure Letter, are transferred to a Target Company, subject to any transfer or assignment restrictions set forth in such licenses; and (v) it works with Purchaser in good faith to determine if any Trademarks owned by Parent or its Affiliates and used exclusively by the Target Companies other than the Scheduled Intellectual Property, the Parent In-Process Marks and the Company In-Process Marks should be transferred to a Target Company; with the Parties in each case to equally share all costs related thereto (collectively, the “Title Corrections”); with the Parties in each case to equally share all costs related thereto, except for fees associated with any consent obtained under (vi) above which shall be borne solely by Purchaser. If, as of any Closing, any Title Correction has not been completed that is applicable to the Target Companies involved in such Closing, Purchaser shall take all actions necessary to complete such Title Correction after such Closing. After such Closing, Parent shall cooperate in good faith with Purchaser in effectuating Title Corrections, including, but not limited to, the timely execution and delivery of necessary documentation to Purchaser.

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(f)Within 14 days after the date hereof, Parent shall deliver to Purchaser a list of known deviations from the Ally Global Information Security Policy and any associated mitigating measures taken.

(g)Within 30 days after the date hereof, Parent shall deliver to Purchaser a list of all registered Internet domain names owned by the Target Companies or owned by Parent or its Affiliates and used by the Target Companies. For such domain names that contain a Target Company Trademark but not a Parent Trademark, Parent shall transfer ownership to a Target Company to the extent not already owned by a Target Company; for such domain names that contain a Parent Trademark but not a Target Company Trademark, Target Company shall transfer ownership to the Parent or its Affiliates to the extent not currently owned by the Parent or its Affiliates and Parent or its Affiliates shall license such domain names to the relevant Target Company(ies) pursuant to the relevant Transitional Trademark License Agreement (by adding it to the list of Licensed Trademarks). For all other such domain names, the parties shall negotiate in good faith on ownership and usage rights thereto, provided that neither party shall be forced to abandon use of a domain name without a reasonable transitional period. For purposes of this provision, the terms “Target Company Trademark” and “Parent Trademark” shall include misspellings thereof.

Section 5.10    Cooperation Regarding Transition Arrangements.

(a)    Subject to applicable Law, with respect to each Subject Company, between the date of this Agreement and the earlier of the Closing for such Subject Company and the termination of this Agreement, each Party shall reasonably cooperate with the other Party to assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the transition of ownership of such Subject Company, including the services to be provided pursuant to the Transition Services Agreement. As necessary in connection therewith, each Party shall designate certain of their respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 5.10(a).

(b)    The Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain any consents and approvals and make any other notifications that may be required in connection with the provision of services and access to certain facilities following any Closing pursuant to the Transition Services Agreement. The Parties agree that any costs and expenses payable to third parties (other than the respective Representatives of each of the Parties) in connection with the procurement of any such consents or waivers of third parties necessary or advisable for the provision of such services and access to such facilities shall be borne by the Party who (or whose Affiliates) will receive such services or access pursuant to the Transition Services Agreement. If the Parties are unable to obtain any such consent or approval prior to the applicable Closing, the Parties shall use reasonable best efforts to obtain, as of such Closing, a commercially reasonable alternative to such services and access to the facilities and the costs and expenses payable to obtain such alternative (but not the costs and expenses for the ongoing receipt of such alternative services and access to the facilities) shall be borne by the Party who (or whose Affiliates) will receive such services or access pursuant to the Transition Services Agreement.

Section 5.11    Employee Matters.

(a)    Effective as of and from the applicable Closing, each Continuing Employee (as defined below) as of immediately prior to the applicable Closing shall continue in employment as of the applicable Closing Date with the applicable Target Company. To the extent that the Purchaser and any of its Affiliates requires the services of any Key Person prior to the applicable Closing Date on

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which such Key Person becomes either a Transferred Employee or a Continuing Employee, the parties agree to enter into a transition services agreement covering the provision of such services having terms substantially similar to those contained in the Global Services Agreement between the parties as of the date hereof; and to the extent that the Purchaser and its Affiliates require the services of any employees or consultants of a Target Company other than a Key Person prior to the applicable Closing Date, the parties agree to mutually and reasonably agree on such other employees or consultants selected to provide services pursuant to such transition services agreement. For a period of one year following the applicable Closing Date, neither the Purchaser nor any of its Affiliates shall transfer the employment of any employee employed by a Target Company located in France immediately prior to the applicable Closing Date to a different entity to the extent that such transfer could create Liability for Parent or any of its Affiliates. For the avoidance of doubt, any reference under this Section 5.11 and Section 5.11(a) of Parent's Disclosure Letter to the “applicable Closing” or “applicable Closing Date” in respect of any Business Employee providing services to GMAC-SAIC Automotive Finance Company Limited shall be the Completion Date (as defined in the Share Transfer Agreement, dated as of the date hereof, between Parent and Purchaser with respect to the sale and transfer of Parent's 40% equity interest in GMAC-SAIC).

(b)    By the later of 60 days following the date hereof or the 21st day before the Effective Hire Date, Purchaser shall or shall cause an Affiliate thereof to make an offer of employment in writing to each Business Employee set forth on Section 5.11(a) of Parent's Disclosure Letter; provided that such Business Employee is still employed by Parent or an Affiliate thereof as of such date, and, providedfurther, that Parent and its Affiliates have complied with all of its obligations under the terms of this Agreement in respect of the Business Employees as of the date of such offer of employment. The Purchaser shall provide a draft of its form of employment offer to Parent for review over a reasonable period of time and shall reasonably consider in good faith any comments provided by Parent prior to delivery of any written employment offer to any Business Employee. Each such offer of employment shall be in compliance with applicable Law, with such employment to take effect under the terms stated herein upon the applicable Business Employee's Effective Hire Date. Subject to the requirements of applicable Law, each such offer to a Business Employee shall be for employment (A) in a position comparable to such Business Employee's position as of the time such offer is made, (B) with base compensation and target incentive compensation opportunities substantially comparable to the aggregate amount of such Business Employee's base compensation and target incentive compensation opportunities (including the value of equity compensation opportunities, it being understood that such portion of the Business Employee's compensation does not need to be in the form of equity based compensation but excluding change in control or retention bonuses) immediately preceding the Effective Hire Date; provided, however, that with respect to cash annual incentive compensation opportunities, the relevant comparison shall be to the amount of such cash annual incentive compensation opportunities as in effect as of the date hereof, (C) at a work location within 35 miles of such Business Employee's current work location and (D) with employee welfare and retirement benefits that are substantially comparable in the aggregate to the welfare and retirement benefits provided to such Business Employee in the aggregate immediately preceding the Effective Hire Date (collectively, the “Initial Terms and Conditions of Employment”). Business Employees who commence employment with Purchaser or its Affiliates shall be referred to herein as “Transferred Employees.” Transferred Employees shall be provided with the Initial Terms and Conditions of Employment during their employment through the first anniversary of the applicable Effective Hire Date. Parent shall provide Purchaser with information that Purchaser reasonably requests to comply with Purchaser's obligations under this Section 5.11(b), including with respect to each Business Employee, to update his or her current base compensation, date of hire, position and work location, and to provide correct summaries of all benefit and compensation

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plans, contracts, policies, agreements or arrangements in which Business Employees participate. Purchaser shall provide Parent with information that Parent reasonably requests (A) to verify that such offers of employment are in compliance with this Section 5.11(a) and (B) regarding Business Employees' acceptances and rejections of such offers of employment. Business Employees' commencement of employment with Purchaser shall not be conditioned upon such employees satisfactorily completing a background investigation, drug test or other employment screening process except to the extent that any such process is required as a matter of such employees' professional certification or qualification or Purchaser's and any of its Affiliates' obtaining or maintaining a license, permit or authorization to conduct business, if any, and shall not include a probationary period. Purchaser and its Affiliates shall be responsible to provide each Business Employee who does not receive an employment offer that complies with this Section 5.11(b) or is terminated by Purchaser and its Affiliates within one year following the Effective Hire Date with severance payments and benefits that are on substantially similar terms and in the same amount as the severance payments and benefits that would have been provided by Parent and its Affiliates to such Business Employee, had such termination occurred immediately prior to the Effective Hire Date, under the terms of the written severance benefit plan or arrangement applicable to each such Business Employee (a correct copy of which has been made available to Purchaser). Effective as of the Effective Hire Date, the Transferred Employees shall cease to actively participate in and to accrue benefits under the employee benefit plans and programs of Parent and its Affiliates. The “Effective Hire Date” shall mean, with respect to each Business Employee, the date set forth for each such Business Employee in Section 5.11(a) of Parent's Disclosure Letter.

(c)    Purchaser shall, or shall cause its Affiliates to treat each non-union employee of a Target Company who continues in employment with the Target Companies as of or after the applicable Closing Date as a “Continuing Employee”. Subject to compliance with applicable Law, Continuing Employees, during their employment with the Purchaser or any Affiliate thereof after the applicable Closing Date shall receive during the one-year period commencing on the applicable Closing Date or such longer period as required by applicable Law, (i) base compensation and target-incentive compensation opportunities that, in the aggregate, are substantially comparable to the aggregate amount of base compensation and target incentive compensation opportunities (including the value of equity compensation opportunities, it being understood that such portion of the Continuing Employee's compensation does not need to be in the form of equity based compensation but excluding change in control, retention or similar compensation) as in effect for each such Continuing Employee as of immediately prior to the applicable Closing, provided, however, that with respect to cash annual incentive compensation opportunities, the relevant comparison shall be to the amount of such cash annual incentive compensation opportunities as in effect as of the date hereof, (ii) employee welfare and retirement benefits, that, in the aggregate, are substantially comparable to those in effect for each such Continuing Employee immediately before the applicable Closing, and (iii) severance benefits that are on substantially similar terms to and in the same amount as severance benefits provided by the applicable Target Companies to each such Continuing Employee immediately prior to the applicable Closing under the terms of the applicable, written severance benefit plan or arrangement (a complete copy of which has been made available to Purchaser) or as required under applicable Law; provided, however, that the foregoing shall not apply to any employee of any Target Company who is a member of a union (regardless of whether they are covered by a collective bargaining agreement or a labor agreement), and the parties intend that, following the applicable Closing, such union employees shall continue to be provided with compensation and employee benefits consistent with the terms of the applicable collective bargaining agreement or applicable labor agreement, each such union employee's employment contract (if applicable), and applicable Law.

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(d)    For purposes of vesting, benefit accrual, vacation and sick time credit and eligibility to participate under the Purchaser Benefit Plans, each Transferred Employee and Continuing Employee shall be credited with his or her years of service with the Parent, Target Companies and any Affiliates thereof, and their respective predecessors before the applicable Closing, to the same extent as such Transferred Employee or Continuing Employee was entitled, before the applicable Closing, to credit for such service under any similar Target Company Benefit Plan or similar benefit plan of Parent in which such Transferred Employee or Continuing Employee participated or was eligible to participate immediately prior to the applicable Closing; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, Purchaser shall cause or shall cause its applicable Affiliates (other than Purchaser Topco, General Motors Holdings LLC or General Motors LLC) to cause (i) each Transferred Employee and Continuing Employee to be immediately eligible to participate, without any waiting time, in any and all benefit and compensation plans, contracts, policies and arrangements of Purchaser or its applicable Affiliates (the “Purchaser Benefit Plans”) to the extent coverage under any such Purchaser Benefit Plan is replacing comparable coverage under a Target Company Benefit Plan or similar benefit plan of Parent or its Affiliates in which such Transferred Employee or Continuing Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”), and (ii) for purposes of each Purchaser Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee or Continuing Employee, any evidence of insurability requirements, all pre-existing condition exclusions and actively-at-work requirements of such Purchaser Benefit Plan to be waived for such Transferred Employee or Continuing Employee and his or her covered dependents. Parent shall cause any eligible expenses incurred by any Transferred Employee or Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Transferred Employee or Continuing Employee's participation in the corresponding Purchaser Benefit Plan begins to be taken into account under such Purchaser Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Employee or Continuing Employee and his or her covered dependents for the applicable plan year. For the avoidance of doubt, no Business Employee, Continuing Employee or any other Target Company employee shall have the right to participate in or to any new benefit accrual in any benefit and compensation plan, contract, policy or arrangement sponsored or maintained by Purchaser Topco, General Motors Holdings LLC, or General Motors LLC; however, each Continuing Employee or Transferred Employee who was a participant in the General Motors Retirement Program for Salaried Employees (“SRP”) at the time of terminating employment with General Motors Corporation or any of its Affiliates in connection with the divestiture of GMAC LLC and its subsidiaries and was granted the right to continue to accrue vesting and eligibility service under the SRP pursuant to the terms of the Revised Memorandum of Understanding between General Motors Corporation and GMAC LLC, dated as of November 29, 2006 (“SRP MOU”), shall continue to be eligible to accrue such vesting and eligibility service credits on the same basis as prior to his or her Effective Hire Date or the applicable Closing Date with respect to his or her employment with Purchaser and its Affiliates (including the Target Companies) to determine vesting and retirement eligibility with respect to the SRP pursuant to the terms of the SRP and the relevant provision of the SRP MOU, as set forth in Section 5.11(d) of Parent's Disclosure Letter. For the avoidance of doubt, nothing herein shall restrict Purchaser and its Affiliates (including the Target Companies) from, at any time, amending, modifying or terminating, as applicable, the SRP, any Purchaser Benefit Plan, any Old Plan, any Target Company Benefit Plan or any other plan sponsored or maintained by Purchaser or its Affiliates (including the Target Companies).

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(e)    Parent and its Affiliates shall, or shall cause the applicable Target Company to pay any amounts that are payable in respect of the Retention Agreements with Target Company employees set forth on Section 5.11(e) of the Parent's Disclosure Letter (the “Retention Agreements”), as earned in respect of the applicable Continuing Employee's employment with Parent and its Affiliates on or prior to, and in no event later than as soon as commercially practicable following, the applicable Closing Date. Parent and its Affiliates shall be solely responsible for the payment of any and all retention, change in control or other similar compensation or benefit payments which are or may become payable to any Transferred Employee with the consummation of the transactions contemplated hereby or under Parent Benefit Plans, in each case in accordance with and subject to the terms of the relevant plan, agreement or program, as applicable.

(f)    Parent and its Affiliates shall pay any and all compensation payable to any current or former employee, director or individual independent contractor or individual consultant of any Target Company, including under the Ally Financial, Inc. Long-Term Equity Compensation Incentive Plan and the Ally Financial, Inc. Annual Incentive Plans, in accordance with and subject to the terms or any such plans or arrangements, except to the extent that such payments are accrued on the audited combined balance sheet of the Target Companies for purposes of the Final Closing Statement. With respect to 2013 bonuses for Transferred Employees, Parent and its applicable Affiliates shall accrue for such bonuses for each Transferred Employee for each month from the beginning of the 2013 calendar year through the Effective Hire Date the monthly pro rata amount of such Transferred Employee's actual 2012 bonus amount, and shall pay a cash amount to Purchaser and its Affiliates equal to the aggregate amount of such accrual for each Transferred Employee promptly following such Effective Hire Date, and the Purchaser shall, or shall cause its Affiliates to, pay each such Transferred Employee a cash incentive bonus in respect of 2013 at least equal to the amount of the aggregate amount of bonus accrual paid by Parent and its Affiliates to Purchaser and its Affiliates in respect of such Transferred Employee.

(g)    For the avoidance of doubt, except to the extent that such payments are accrued on the audited combined balance sheet of the Target Companies for purposes of the Final Closing Statement, Parent and its Affiliates (other than the Target Companies) shall reimburse Purchaser and its Affiliates to the extent that Purchaser and its Affiliates (including the Target Companies) pay any incentive compensation, retention, change in control or other similar compensation or benefit payments relating to any periods prior to the applicable Closing Date (for the avoidance of doubt, including without limitation under the Ally Financial, Inc. Long-Term Equity Compensation Incentive Plan, the Ally Financial, Inc. Annual Incentive Plans, and pursuant to the Retention Agreements) to any current or former employee, director or individual independent contractor or individual consultant of any Target Company or any Business Employee.

(h)    To avoid doubt, effective as of the applicable Closing, Purchaser and its Affiliates shall assume or, as applicable, continue to maintain, the applicable Pension Plan(s) listed in Section 5.11(h) of Parent's Disclosure Letter (each, a “Pension Plan” and collectively, the “Pension Plans”) and shall be solely responsible for all Liabilities with respect to such Pension Plans and shall hold harmless Parent and its Affiliates in respect of such Pension Plans.

(i)    Purchaser and Parent each shall, and shall each cause its respective Affiliates to, timely comply with all applicable labor or employment Laws of the applicable jurisdictions and any collective bargaining agreements or similar agreements applicable to the employees of the Target Companies to inform and/or consult with the relevant local unions and works councils, in each case

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in connection with the transactions contemplated hereby. Purchaser and Parent shall reasonably cooperate with each other with respect to the provision of information required or desirable to be provided to any unions or works councils in respect of the transactions contemplated hereby.

(j)    Purchaser and Parent acknowledge and agree that all provisions contained in this Section 5.11 are included for the sole benefit of Purchaser and Parent and nothing contained herein shall (i) be construed as an amendment to any employee benefit plan or program, (ii) create any third-party beneficiary or other rights in any other Person, including any employee or former employee of any of Purchaser, Parent, the Target Companies or any of their respective Affiliates, or any dependent or beneficiary thereof, or (iii) otherwise obligate Purchaser or Parent or any of their respective Affiliates to maintain any particular employee benefit plan or retain the employment of any particular employee following the applicable Closing Date.

Section 5.12    Termination of Certain Affiliate Arrangements; Replacement of Guarantees and Transferred Derivatives; Certain Releases.

(a)    Subject to applicable Law, on or prior to the Closing Date relating to any Target Business Segment (i) all Related Party Contracts (other than (i) those set forth in Section 5.12(a) of Parent's Disclosure Letter (subject to the conditions described therein) and (ii) all Intercompany Loans, which shall be treated as described in Section 5.17) shall be terminated as between Parent or any of its Affiliates (other than any Target Company), on the one hand, and any of the Target Companies included in such Target Business Segment, on the other hand, and all payables and receivables under any Related Party Contracts so terminated shall have been settled, and (ii) with respect to the Related Party Contracts terminated on or prior to such Closing Date pursuant to Section 5.12(a)(i), Parent shall deliver mutual releases executed by Parent or such Affiliates that are party to such Related Party Contracts, on the one hand, and such Target Companies included in such Target Business Segment that are party to such Related Party Contracts, on the other hand, providing that no further payments are due, or may become due, under or in respect of such terminated Related Party Contracts, by either Parent or such Affiliates, on the one hand, and by such Target Companies, on the other; provided that, while all amounts outstanding under such Related Party Contracts shall be paid in connection with such termination, in no event shall Parent or any of its Affiliates, or any Target Company, pay any termination fee or other financial penalty in connection with any such termination or release.

(b)    Subject to applicable Law, at or prior to any Closing, Purchaser shall, with respect to the Subject Companies and any portion of the Target Business to be purchased and sold at such Closing, (i) arrange for substitute letters of credit, guarantees and other obligations or commitments to replace (A) any letters of credit, guarantees (including any guarantees in connection with any Securitization Transaction), surety bonds, performance bonds, capital maintenance agreements or commitments, and other contractual obligations or commitments entered into by or on behalf of Parent or any of its Affiliates (other than solely by any of the Subject Companies) in connection with the Subject Companies and their businesses (together, the “Parent Guarantees”) listed on Section 5.12(b)(i) of Parent's Disclosure Letter outstanding as of the date hereof and (B) any Parent Guarantees entered into in the ordinary course of business, consistent with past practice and in compliance with the provisions hereof, on or after the date hereof and prior to such Closing, (ii) assume all obligations under each Parent Guarantee relating to such Subject Companies and their businesses, obtaining from the creditor or other counterparty a full release (in a form reasonably satisfactory to Parent) of all parties liable, directly or indirectly, for reimbursement to the creditor or counterparty, as the case may be, or fulfillment of other obligations to a counterparty in connection

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with amounts drawn under the Parent Guarantees or due under such Transferred Derivatives, or (iii) obtain from the creditor or other counterparty a waiver, release and discharge of any such Parent Guarantee (in a form reasonably satisfactory to Parent). Purchaser and its Affiliates shall make, or cause to be made, any required filings before any applicable Government Authority in connection with the foregoing. Purchaser further agrees that to the extent (1) the beneficiary or counterparty under any Parent Guarantee does not accept any such substitute letter of credit, guarantee or other obligation or commitment proffered by Purchaser, or (2) Purchaser is unable to obtain from the beneficiary or counterparty under any Parent Guarantee a full release (in a form reasonably satisfactory to Parent) as contemplated by Section 5.12(b)(ii) or Section 5.12(b)(iii), Purchaser shall indemnify, defend and hold harmless Parent and its Affiliates against, and reimburse Parent and its Affiliates for, any and all amounts paid, including costs or expenses in connection with such Parent Guarantees, including Parent's and its Affiliates' expenses in maintaining such Parent Guarantees, whether or not any such Parent Guarantee is drawn upon or required to be performed, and shall in any event promptly (and in any event within three Business Days) reimburse Parent and its Affiliates to the extent any Parent Guarantee is called upon, and Parent or its Affiliates make any payment or are obligated to reimburse the party issuing the Parent Guarantee.

(c)    Subject to Section 5.12(a) and Section 5.20, and without prejudice to the Parties' respective indemnification obligations under Article VIII, at or prior to any Closing, (i) the Subject Companies shall execute releases acquitting, releasing and discharging Parent and its Affiliates (other than such Subject Companies) from any and all Liabilities to such Subject Companies that exist as of such Closing Date or that arise in the future from events or occurrences taking place prior to or as of such Closing Date, other than in respect of the Contracts disclosed in Section 5.12(a)(i) of Parent's Disclosure Letter, and (ii) Parent and its Affiliates (other than such Subject Companies) shall execute releases acquitting, releasing and discharging such Subject Companies from any and all Liabilities to Parent or any of its Affiliates (other than such Subject Companies) that exist as of such Closing Date or that arise in the future from events or occurrences taking place prior to or as of such Closing Date, other than in respect of the Contracts disclosed in Section 5.12(a)(i) of Parent's Disclosure Letter.

Section 5.13    Notices and Consents.

(a)    Prior to each Closing, the Parties will take all commercially reasonable steps necessary, and proceed diligently and in good faith, as promptly as practicable, to cause the relevant Subject Companies to give such notices to third parties and obtain such third-party consents as Purchaser (acting reasonably) deems necessary or desirable in connection with the transactions contemplated by this Agreement; provided that Parent shall not be required to incur any out-of-pocket expenses or make any payment to any third party in connection with providing any such assistance, other than the payment of its attorneys' fees and expenses. The Parties agree that, in the event that any such consent necessary or desirable to preserve for the Target Business or any of the Subject Companies any right or benefit under any Contract to which a Subject Company is a party is not obtained prior to the applicable Closing, Parent will, subsequent to such Closing, reasonably cooperate (for a period not to exceed six months from the Closing Date relating to such Subject Company) with Purchaser and the relevant Subject Company in attempting to obtain such consent as promptly thereafter as practicable; provided that Parent shall not be required to incur any out-of-pocket expenses or make any payment to any third party in connection with providing any such assistance.

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(b)    Without limiting the generality of this Section 5.13, prior to the applicable Closing, Parent shall, and shall cause the relevant Subject Companies to use all commercially reasonable efforts necessary and proceed diligently and in good faith, as promptly as practicable, to obtain the third-party consents required under the outstanding indebtedness for borrowed money set forth on Section 5.13 of Parent's Disclosure Letter and any Securitization Transaction.

Section 5.14    Financing.

(a)    Until the Final Closing, Parent shall use its reasonable efforts to provide, at Purchaser's sole cost and expense, such reasonable cooperation and assistance as may be reasonably requested by Purchaser in connection with the preparation for and execution of any financing by Purchaser related to the transactions contemplated by this Agreement, including to (i) cause appropriate officers and employees to be available at their offices and on reasonable notice to meet with ratings agencies, prospective lenders, underwriters and investors, as applicable, in presentations, meetings, road shows and due diligence sessions, (ii) provide reasonable assistance with the preparation of any ratings presentations, registration statements, prospectuses, offering memoranda or other disclosure materials in connection therewith, including the preparation of appropriate discussions of business, financial statements, pro-forma financial statements and management discussion for inclusion in any of the above, (iii) provide any reasonably expected sources for any such financing with reasonable access to the properties, books and records of the Target Companies (provided that they have entered into confidentiality arrangements that are reasonably satisfactory to Parent), and (iv) direct its independent accountants to provide reasonable assistance to Purchaser, including in connection with providing customary consents and comfort letters consistent with professional standards and industry practice; provided that (A) nothing in this Section 5.14 shall require any cooperation to the extent that it would unreasonably interfere with the business or operations of Parent or its Affiliates and (B) none of Parent or its Affiliates shall be required to pay any commitment or other similar fee for which it has not been advanced funds or incur any other liability or provide any covenant or undertaking in connection with any such financing. Purchaser shall promptly, upon request by Parent, reimburse Parent for all reasonable and documented out-of-pocket costs and expenses (including attorneys' fees) incurred by Parent and its Affiliates in connection with the cooperation and assistance contemplated by this Section 5.14. Notwithstanding anything to the contrary contained in this Agreement, Parent shall not be deemed to be in breach of this Section 5.14 so long as Parent has acted in good faith to cooperate and assist Purchaser as set forth in this Section 5.14.

(b)    Until the Final Closing, in order to enable it or Purchaser to consummate the transactions contemplated by the Transaction Documents and perform its obligations thereunder, Purchaser Topco shall take all actions necessary to (i) ensure Purchaser has access to $4,000,000,000 in revolving credit facility capacity and (ii) provide financial support in the form of capital contributions to Purchaser to the extent necessary to achieve on a pro forma basis immediately following any Closing a ratio of Purchaser's tangible equity to Purchaser's assets of no less than 10% (it being understood that Purchaser Topco has no obligation to maintain thereafter such ratio).

(c)    Prior to the Closing in respect of the European Target Companies, Parent and Purchaser shall use their commercially reasonable efforts to take all actions necessary, including obtaining any regulatory or similar approvals or Permits, to substitute GMAC PEARL B.V. (or, subject to consultation with and consent of Purchaser, another Target Company) for GMAC IF with respect to any outstanding Intercompany Loan (subject to Section 5.17) or other Related Party Contracts between GMAC IF, on the one hand, and any Target Company, on the other hand, with respect to

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funding for such Target Company. Parent shall, and shall cause its Affiliates to, consult with Purchaser in advance of any such substitution; provided that this Section 5.14(c) shall not require Parent and its Affiliates to take any corporate action, to execute any document or other instrument, or to incur any Liability that would (A) be effective prior to the Closing in respect of the European Target Companies or (B) be a Liability of any Person other than a European Target Company (and, for the avoidance of doubt, in no event shall Parent or any of its Affiliates be required to enter into any Parent Guarantee in connection with this Section 5.14(c)). Purchaser shall consider in good faith any alternative proposal Parent may develop in respect of the treatment of the Intercompany Loans described in the previous sentence.

Section 5.15    Non-Compete; Non-Solicit.

(a)    With respect to each Target Business Segment, during the period beginning on the Closing Date relating to such Target Business Segment and ending on the third anniversary of such Closing Date (any such period, a “Non-Compete Term”), Parent and its Controlled Affiliates (the “Restricted Persons”) shall not, directly or indirectly, anywhere in each of the jurisdictions set forth on Section 5.15(a) of Parent's Disclosure Letter in the subsection relating to such Target Business Segment (the “Restricted Territory”), originate or service consumer, wholesale or commercial motor vehicle loans and leases, or directly or indirectly own an interest in, manage, operate, finance or Control any Person that provides any such products or services in the Restricted Territory (collectively, the “Restricted Activity”).

(b)    Notwithstanding the foregoing, nothing in this Agreement shall prohibit or in any way limit:

(i)any Person other than the Restricted Persons from conducting any Restricted Activity;

(ii)any Restricted Person from performing any act or conducting any business expressly required by this Agreement or any other Transaction Document;

(iii)any Restricted Person from acquiring, owning or holding up to 4.99% of the outstanding securities of an entity whose securities are listed and traded on a nationally recognized securities exchange or market, whether or not in the United States of America (provided that no Restricted Person may otherwise Control the business or affairs of such entity) or holding or exercising rights of ownership with respect to a security in a fiduciary, custodial or agency capacity or otherwise for the benefit of or on behalf of customers or other un-Affiliated beneficiaries;

(iv)any Restricted Person from making passive investments for general insurance accounts or investment management activities in the ordinary course of its business;

(v)the ownership of, any affiliation with, or the conduct of any other activity with respect to, a Person that conducts, either directly or indirectly, a Restricted Activity (any such Person, together with all of its Affiliates, a “Competing Person”) that is the result of (1) a merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination involving any Restricted Person with any Competing Person or (2) the acquisition of any Competing Person or any Equity Interests in any Competing Person by any Restricted Person, if, in the case of either (1) or (2):

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(A)no more than 20% of such Competing Person's total consolidated revenues in its most recent fiscal year (excluding any revenues of any Restricted Person) in each Restricted Region in which it operated in the calendar year prior to such ownership or affiliation change from activities that constitute Restricted Activities; and

(B)such Competing Person did not generate total consolidated revenues in its most recent fiscal year (excluding any revenues of such Restricted Person) in any Specified Jurisdiction in which it operated in the calendar year prior to such ownership or affiliation change from activities that constitute Restricted Activities in an amount that would exceed the applicable Specified Jurisdiction Cap;

(vi)any Restricted Person from acquiring a Competing Person or more than 4.99% of the outstanding Equity Interests in any Competing Person that generated total consolidated revenues in its most recently completed fiscal year prior to such acquisition from activities that constitute Restricted Activities in excess of the thresholds set forth in Section 5.15(b)(v); provided, however, that such Restricted Person shall use its reasonable best efforts to (i) divest, within one year of its acquisition a sufficient portion of such Competing Person necessary to satisfy such thresholds and (ii) after such divestiture has occurred, not exceed such thresholds for the duration of the remaining Non-Compete Term.

(vii) (A) any Person not Affiliated with Parent that acquires Parent or any of its Affiliates or their respective successors or substantially all of their respective assets or business, or any of such Person's Affiliates or (B) any Person resulting from any merger, consolidation, share exchange, sale or purchase of assets, scheme of arrangement or similar business combination (a “Business Combination”) of Parent or any of its successors with or into any other Person not Affiliated with Parent, or any of such Person's Affiliates, if (1) the directors of Parent immediately prior to such transaction do not serve as a majority of the directors of the surviving Person or direct or indirect parent of the surviving Person following such Business Combination, and (2) the equity holders of Parent or any successor immediately before such Business Combination own, immediately following such transaction no more than 50% of the outstanding capital stock of the surviving Person or the direct or indirect parent of the surviving Person;

(viii)any Restricted Person from foreclosing on collateral of or acquiring any of the outstanding Equity Interests in any Person that has outstanding indebtedness to any Restricted Person, or engaging in any activities otherwise prohibited by this Section 5.15 in connection with any such Person as a result of the acquisition of such Equity Interests, in connection with a debt previously contracted in a distressed or troubled situation;

(ix)any Restricted Person from continuing any businesses or operations in wind-down or liquidation that are not being acquired by Purchaser pursuant to this Agreement; provided, however, that such Restricted Person shall not conduct any Restricted Activity not already conducted prior to such Closing;

(x)any Restricted Person from providing transition or separation services to any Person in connection with Parent's publicly announced strategy to sell its Mexican insurance

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operations, its Canadian motor vehicle finance operations and deposit taking operations and the warranty insurance business conducted under the CarCare Plan brand;

(xi)any Restricted Person from undertaking general advertising or marketing campaigns not targeting customers, clients or other third-party beneficiaries of the Target Companies; or

(xii)any Restricted Person from owning and servicing the assets described in Section 5.21 of Parent's Disclosure Letter.

(c)    Nothing in this Agreement shall require any Restricted Person to terminate any instruments or Contracts of or with any customers, clients or other third-party beneficiaries in effect as of the date hereof, or prohibit or otherwise limit any of them from performing their respective binding obligations in effect as of the Closing at which such instruments, Contracts or performance first become a Restricted Activity pursuant to this Section 5.15.

(d)    Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that (i) no current or future Affiliate of Parent (or any of such Affiliate's direct or indirect Subsidiaries) shall be subject to any of the restrictions or requirements set forth in this Section 5.15 at any time following the date on which Parent, directly or indirectly, no longer Controls such Person; (ii) no current or future Affiliates of Parent (or any of such Affiliate's direct or indirect Subsidiaries) shall be subject to any of the restrictions or requirements set forth in this Section 5.15 at any time for conducting a Restricted Activity outside of any Restricted Territory for the benefit of customers, clients or other third-party beneficiaries who also may reside or otherwise have a presence within a Restricted Territory; and (iii) neither GMAC-SAIC, nor any successor joint venture, shall constitute an “Affiliate” of Parent for purposes of this Section 5.15.

(e)    Parent acknowledges that the covenants in this Section 5.15 are necessary in order to induce Purchaser to enter into and consummate the transactions contemplated by this Agreement, are required by Purchaser in connection with the transactions contemplated by this Agreement, and that Purchaser would not enter into and consummate the transactions contemplated by this Agreement without the agreement of Parent to the covenants contained in this Section 5.15. In the event that any of the provisions of this Section 5.15 should ever be finally adjudicated to exceed the time, scope, geographic or other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, scope, geographic or other limitations enforceable under applicable Law.

(f)    For three years following the date on which any of the following individuals become employees, directly or indirectly, of Purchaser and its Affiliates (including any Subject Companies) as a result of any Closing hereunder, the Restricted Persons shall not, directly or indirectly engage in any of the following activities:

(i)    with respect to any of the individuals set forth on Section 5.15(f)(i) of Parent's Disclosure Letter (each, a “Key Person”), cause, solicit, induce or encourage any such individual to leave such employment or hire, employ or otherwise engage any such individual;

(ii)    with respect to any of the individuals set forth on Section 5.15(f)(ii) of Parent's Disclosure Letter, cause, solicit, induce or encourage any such individual to leave such employment or hire, employ or otherwise engage any such individual; or

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(iii)    with respect to any individual who was an employee at or above the management level set forth on Section 5.15(f)(iii) of Parent's Disclosure Letter of the international operations of Parent immediately prior to the applicable Closing, cause, solicit, induce or encourage any such individual to leave such employment;

provided that nothing herein shall be construed to prevent or prohibit any Restricted Person (A) in the case of clauses (ii) and (iii) above, from hiring or soliciting for employment any individual (1) who has not been an employee of any Target Company or Purchaser for at least three months prior to any direct or indirect solicitation or encouragement from any Restricted Person (other than solicitations or encouragements not otherwise in violation of this Section 5.15(f)), or (2) was involuntarily terminated by Purchaser or the Subject Companies, as applicable and (B) from, in the case of clause (iii) only, hiring, and in the case of clauses (i) through (iii), soliciting for employment, any individual (1) through the use of, or who responds to, general mass solicitations for employment (including advertisements) or a third-party recruiter (in each case, not specifically directed toward employees of the Subject Companies), or (2) who contacts any Restricted Person on his or her own initiative without any prior direct or indirect solicitation or encouragement from any Restricted Person in violation of this Section 5.15(f).

Section 5.16    Other Transaction Documents. At each Closing, each Party shall, and shall cause its respective Affiliates to, execute each Transaction Document (other than this Agreement) to which it is contemplated to be a party and which is to be executed and delivered in connection with such Closing hereunder.

Section 5.17    Intercompany Loans.

(a)    At:

(i)    the Closing relating to the Brazilian Target Companies, Purchaser shall repay, or cause each applicable Brazilian Target Company to repay, an amount equal to the then-outstanding principal amount and accrued but unpaid interest under each Intercompany Loan to which such Brazilian Target Company is a party in accordance with the terms and conditions of such Intercompany Loan;

(ii)    the Closing relating to the MCC Target Companies, Purchaser shall repay, or cause each applicable MCC Target Company to repay, an amount equal to the then-outstanding principal amount and accrued but unpaid interest under each Intercompany Loan to which such MCC Target Company is a party in accordance with the terms and conditions of such Intercompany Loan; and

(iii)    the Closing relating to the European Target Companies, Purchaser shall repay, or cause each applicable European Target Company to repay, an amount equal to the then-outstanding principal amount and accrued but unpaid interest under each Intercompany Loan to which such European Target Company is a party in accordance with the terms and conditions of such Intercompany Loan (each, a “European Intercompany Loan”); provided, however, that Purchaser may, by delivery of written notice to Parent at least 45 days prior to the estimated date of such Closing, defer the repayment of any then-outstanding principal amount of European Intercompany Loans up to $2,000,000,000 until the Final Closing if (i) the terms

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of such European Intercompany Loans are amended prior to such Closing to reflect terms substantially similar to those set forth in Schedule 5.17 and reflecting market conditions at the time of such Closing, and (ii) Parent and Purchaser are able to agree to definitive documentation relating to such amendment before the fifth Business Day prior to such Closing. Parent and Purchaser will use their commercially reasonable efforts to negotiate and agree upon such terms and definitive documentation as promptly as possible after the delivery of written notice to Parent of Purchaser's election to defer repayment of such European Intercompany Loans pursuant to this paragraph (a)(iii).

(b)    Notwithstanding Section 5.17(a), Purchaser may, by delivery of written notice to Parent at least 45 days prior to the estimated date of the Final Closing, defer the repayment of any then-outstanding principal amount of European Intercompany Loans in excess of $2,000,000,000 until the first anniversary of the Final Closing if (i) the terms of such European Intercompany Loans are amended prior to the Final Closing to reflect terms substantially similar to those set forth in Schedule 5.17 and reflecting market conditions at the time of such Final Closing, and (ii) Parent and Purchaser are able to agree to definitive documentation relating to such amendment before the fifth Business Day prior to such Final Closing. Parent and Purchaser will use their commercially reasonable efforts to negotiate and agree upon such terms and definitive documentation as promptly as possible after the delivery of written notice to Parent of Purchaser's election to defer repayment of such European Intercompany Loans pursuant to this paragraph (b).

(c)    In lieu of Purchaser paying or causing the repayment of European Intercompany Loans pursuant to this Section 5.17 at the Final Closing, Purchaser may, by delivery of written notice to Parent at least 45 days prior to the estimated date of the Final Closing, elect to purchase one or more European Intercompany Loans (in whole and not in part) from Parent or its Affiliates for a purchase price equal to the then-outstanding principal amount of such European Intercompany Loans plus all accrued but unpaid interest under such European Intercompany Loans and otherwise on such terms and conditions as Parent and Purchaser shall mutually agree (with each acting reasonably) no later than five Business Days prior to the Final Closing. The then-outstanding principal amount of any such European Intercompany Loans so purchased shall be counted in the calculation of amounts repaid for purposes of the $2,000,000,000 threshold referred to in Section 5.17(b).

(d)    At the Final Closing, Purchaser and Parent shall each execute or cause to be executed any instrument, in form reasonably satisfactory to each of Purchaser and Parent, reasonably requested by either such Party to facilitate the transactions contemplated by this Section 5.17.

Section 5.18    Further Assurances. The Parties agree that, from time to time, whether before, on or after any Closing Date, each of them shall execute and deliver such further instruments of conveyance and transfer and take such other action as may be reasonably requested by the other Party to carry out the purposes and intents of this Agreement.

Section 5.19    Delivery of Audited Financial Statements. As soon as practicable, but in no event later than 10 Business Days Before the first Closing, Parent shall deliver to Purchaser audited combined financial statements of the Target Companies as at December 31, 2010, 2011 and 2012 and related statements of income, stockholders' equity and cash flows for fiscal years then ended of the Target Companies, prepared in accordance with GAAP to the extent required pursuant to Rule 3-05 of Regulation S-X, (the “Historical Financial Statements”) and such other financial statements as may be required in order for Purchaser to meet its regulatory external financial reporting obligations

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under United States securities Laws. All costs and expenses associated with the audit and preparation of the Historical Financial Statements, the audit report and any comfort letters in connection therewith, shall be borne equally by Parent, on the one hand, and Purchaser, on the other hand. Purchaser and its Affiliates shall cooperate with Parent and take all such actions as Parent or its auditor may reasonably request in connection with the preparation of the Historical Financial Statements.

Section 5.20    VAT Provisions.

(a)    With respect to any jurisdiction in which a Target Company is a member of a VAT group with a Seller or another Affiliate of Parent, at Purchaser's request:

(i)    Parent shall, and shall cause Sellers to, cooperate reasonably with Purchaser with respect to the preservation of such a VAT group, if possible; and

(ii)(A) Parent shall, on or before the applicable Closing, give notice to the relevant Taxing Authority (copying the notice to Purchaser) that the relevant Target Companies will cease to be under Parent's control with effect from the applicable Closing and will use its best efforts to procure that the date on which each Target Company ceases to be a member of such Seller's or Affiliate's VAT group falls on the applicable Closing;

(B)    Parent (on behalf of the relevant Sellers) shall pay, or shall procure that there is paid, to each Target Company an amount equivalent to such proportion of any repayment of VAT or any amounts relating to VAT that it or an Affiliate of the Sellers received on behalf of the VAT group from any Taxing Authority or of any credit obtained by reference to an excess of deductible input tax over output tax which is attributable to supplies made or deemed to be made by the relevant Target Company while a member of such Seller's or Affiliate's VAT group to the extent that the repayment is received or credit obtained after the relevant Closing within ten (10) Business Days of Parent's receipt on behalf of the VAT group; and

(C)    Parent (on behalf of the relevant Sellers) shall pay, or shall procure that there is paid, to the relevant Target Company an amount equal to any VAT on actual or deemed supplies, self-supplies, importations or acquisitions made for VAT purposes (after taking account of any deductible input tax attributable to such supplies, importations or acquisitions) by other members of the relevant Seller's or Affiliate's VAT group (not being any of the Target Companies or their subsidiaries), which the relevant Target Company is liable to account for, in addition to any costs and expenses incurred in investigating, assessing or contesting such liability, before Target Company ceased to be a member of the same VAT group as the non Target Company; provided that to the extent able to do so the Target Company provides to Parent a copy of the final and binding assessment notice letter (or similar communication) issued by the relevant Taxing Authority holding the Target Company accountable for such VAT. If such Target Company could not provide Parent a copy of a final and binding assessment notice letter, the amount of VAT that Parent shall pay shall be determined in Parent's reasonable discretion.

(b)    Subject to Section 5.20(d), with respect to any jurisdiction in which a Target Company is a member of a VAT group with a Seller or another Affiliate of Parent, at Parent's request:

(i)    Purchaser (on behalf of the relevant Purchasers) shall pay, or shall procure that there is paid, to a non Target Company an amount equivalent to such proportion of any repayment of VAT or any amounts relating to VAT received by the representative member

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from any Taxing Authority (calculated before any set-off asserted by the Taxing Authority against tax due in respect of a Target Company) or of any credit obtained by reference to an excess of deductible input tax over output tax which is attributable to supplies made or deemed to be made by the relevant non Target Company while a member of such Seller's or Affiliate's VAT group within ten (10) Business Days of receipt by the representative member; and

(ii)    Purchaser (on behalf of the relevant Purchasers) shall pay, or shall procure that there is paid, to each non Target Company an amount equal to any VAT on actual or deemed supplies, self-supplies, importations or acquisitions made for VAT purposes (after taking account of any deductible input tax attributable to such supplies, importations or acquisitions) by members of the relevant Seller's or Affiliate's VAT group (being Target Companies or their subsidiaries), which the non Target Company is liable to account for, in addition to any costs and expenses incurred in investigating, assessing or contesting such liability, before non Target Company ceased to be a member of Seller's or Affiliate's VAT group; provided that to the extent able to do so the non Target Company provides to Purchaser a copy of the final and binding assessment notice letter (or similar communication) issued by the relevant Taxing Authority holding the non Target Company accountable for such VAT. If such non Target Company could not provide Purchaser a copy of a final and binding assessment notice letter, the amount of VAT that Purchaser shall pay shall be determined in Purchaser's reasonable discretion.

(c)    The deeming provisions of Section 43(1) of VATA (and any corresponding or similar provision of any non-U.K. Laws) will be disregarded in determining what supplies have been made or are deemed to have been made by or to any person.

(d)    Section 5.20(b) shall not require the Purchaser (or any Target Company) to make any payments to Parent or any other Seller (or any other party) in respect of repayments, refunds or payments to which Purchaser or any of its Affiliates is entitled pursuant to the 2006 Agreement.

(e)    Parent shall (or shall cause the applicable Seller to), prior to Closing, make all the necessary applications to Her Majesty's Revenue & Customs (including (where appropriate) forms VAT1, VAT50 and VAT51) to ensure that GMAC Holdings UK Limited and GMAC UK Plc are members of the same UK VAT group.

(f)    On or immediately after the Closing Date, Parent shall submit to the Purchaser a list showing all assets of the German Target Companies for which (i) the potential input VAT adjustment periods have not already been expired as of the Closing Date and (ii) the relevant Target Company has claimed an input VAT deduction in an amount exceeding the equivalent to $10,000 on an individual asset basis.

Section 5.21    No Shop. During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement pursuant to Section 9.1, and the Final Closing Date, Parent will not, directly or indirectly (i) knowingly solicit, initiate or encourage the submission of any proposal or offer from any Person (other than Purchaser and its Affiliates) relating to the acquisition of any Target Equity Interests or all or substantially all of the assets of any Target Company (including any acquisition structured as a merger, consolidation or share exchange), or (ii) knowingly assist, participate in or facilitate (including providing any confidential information for the purpose of encouraging), any effort or attempt by any Person (other than Purchaser and its Affiliates) to make any proposal or offer to effect any transaction referred to in clause (i) above.

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Section 5.22    Powers of Attorney. Except as otherwise agreed by Parent and Purchaser, prior to any Closing Parent shall, or shall cause the applicable Subject Companies to, terminate any powers of attorney executed by or on behalf of any Subject Company.

Section 5.23    Derivative Treatment.

(a)    On or before December 31, 2012, Purchaser shall deliver written notice to Parent informing Parent which, if any, AIM Derivatives they select as Transferred Derivatives pursuant to clause (ii) of the definition thereof.

(b)    Prior to the First Closing, Purchaser shall use reasonable best efforts to enter into an ISDA Agreement with each counterparty to a Transferred Derivative in a form that shall permit the novation of the Transferred Derivatives, and Parent shall cause margin accounts with each such counterparty to be funded at each Closing in an amount sufficient to permit the novation of each Subject Transferred Derivative at each applicable Closing.

(c)    At or prior to each Closing, Purchaser shall use reasonable best efforts to obtain from the counterparty to each Subject Transferred Derivative a novation of such Subject Transferred Derivative in a form reasonably satisfactory to Parent; providedthat if Purchaser is unable to obtain such a novation in a form reasonably satisfactory to Parent, then (i) Purchaser shall use its reasonable best efforts to enter into a back-to-back Derivative Transaction with the same terms as such Subject Transferred Derivative with a financial institution reasonably acceptable to Parent with whom Parent is a counterparty to an ISDA Agreement and who agrees to permit Parent to enter into a Derivative Transaction with equivalent offsetting terms to such Subject Transferred Derivative, and (ii) if Purchaser is unable to enter into the back-to-back Derivative Transaction contemplated by clause (i), Purchaser shall (which obligation may not be assigned pursuant to Section 10.2 or otherwise without the prior written consent of Parent) enter into a back-to-back Derivative Transaction with Parent (or its designated Affiliate) that provides Parent (or its Affiliate) with equivalent offsetting terms to such Subject Transferred Derivative; provided, further, that the sole amount payable in connection with any such novation or the entry into any of the foregoing transactions shall be the payment of the applicable Net Derivative Value.

(d)    At or prior to each Closing, Parent shall use reasonable best efforts to cause each Subject Rejected Derivative and each Corresponding Derivative to be terminated or to expire in accordance with its terms at or prior to the Closing Date applicable to the Target Company that is party to such Subject Rejected Derivative or Corresponding Derivative.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1    Conditions to Each Party's Obligations. The obligations of the Parties to effect any Closing relating to any Target Business Segment are subject to the satisfaction (or written waiver by each of Parent and Purchaser) on or prior to such Closing of each of the following conditions:

(a)    Government Approvals. All Required Governmental Approvals relating to the Subject Companies shall have been made or obtained, and any applicable waiting periods relating thereto shall have expired or been terminated early.

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(b)    No Prohibition. There shall be no Law in effect enjoining or otherwise prohibiting such Closing and no pending lawsuits, actions or proceedings to enjoin or otherwise prohibit such Closing shall have been commenced by any Government Authority or other Person.

(c)    Restructuring. The Restructuring shall have been completed by Parent.

Section 6.2    Conditions to Obligations of Purchaser. The obligation of Purchaser to effect any Closing relating to any Target Business Segment is also subject to the satisfaction (or written waiver by Purchaser) on or prior to such Closing of the following conditions:

(a)    Representations and Warranties. Each of the representations and warranties of Parent contained in Article III that relate to such Target Business Segment shall be true and correct to the extent relating to such Target Business Segment as of the date hereof and as of the Closing Date relating to such Target Business Segment as though made at and as of such Closing Date, except (i) for such representations and warranties that are made only as of a specific date, which shall be true and correct as of such date, and (ii) where the failures of such representations and warranties to be true and correct have not had and would not have, (A) with respect to the accuracy of the representations and warranties at and as of the date hereof, a Company Material Adverse Effect, and (B) with respect to the accuracy of the representations and warranties at and as of such Closing Date, a Closing Company Material Adverse Effect (disregarding for purposes of this clause (ii) any limitations as to materiality or Company Material Adverse Effect set forth in such representations and warranties); provided that (x) each reference to “Target Companies” in Article III shall be replaced with a reference to “Subject Companies” and (y) the Parent Fundamental Representations shall be true and correct with respect to such Target Business Segment in all material respects as written as of the date hereof and as of the Closing Date associated with such Target Business Segment, and (z) the representations and warranties contained in Section 3.5(b) shall be true and correct in all respects (replacing the reference to “Company Material Adverse Effect” in Section 3.5(b) (with “Closing Company Material Adverse Effect” for purposes of this clause (z)).

(b)    Covenants. The covenants, obligations and agreements of Parent set forth in this Agreement to be performed at or prior to such Closing shall have been duly performed in all material respects to the extent they relate to such Target Business Segment.

(c)    Officer's Certificate. There shall have been delivered to Purchaser a certificate, dated as of such Closing Date and signed by a duly authorized officer of Parent, certifying the satisfaction of the conditions in Section 6.2(a) and Section 6.2(b).

(d)    Brazilian Withholding Taxes Calculations. Solely with respect to the Closing associated with the Brazil Target Companies, Parent shall have delivered to Purchaser a certificate that sets forth the calculation of the capital gain or loss with respect to the Target Companies listed in Schedule 6.2(d) and the amount of the Brazilian capital gain tax due.

(e)    Closing Deliverables. There shall have been delivered to Purchaser the items specified in Section 2.6(b) and, to the extent applicable, Section 2.6(c).

Section 6.3    Conditions to Obligations of Parent. The obligation of Parent to effect the Closing relating to any Target Business Segment is also subject to the satisfaction (or written waiver by Parent) on or prior to such Closing of the following conditions:

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(a)    Representations and Warranties. Each of the representations and warranties of Purchaser contained in Article IV shall be true and correct as of the date hereof and as of the Closing Date associated with such Target Business Segment as though made at and as of such Closing Date except (i) for such representations and warranties that are made only as of a specific date, which shall be true and correct as of such date, and (ii) where the failures of such representations and warranties to be true and correct have not had and would not have, with respect to the accuracy of the representations and warranties at and as of the date hereof, a Purchaser Material Adverse Effect, and with respect to the accuracy of the representations and warranties at and as of the applicable Closing Date, a Closing Purchaser Material Adverse Effect (disregarding for purposes of this clause (ii) any limitations as to materiality or Purchaser Material Adverse Effect set forth in such representations and warranties); provided that the Purchaser Fundamental Representations shall be true and correct in all material respects as written as of the date hereof and as of the Closing Date associated with such Closing.

(b)    Covenants. The covenants and agreements of the Purchaser set forth in this Agreement to be performed at or prior to such Closing shall have been duly performed in all material respects to the extent that they relate to such Target Business Segment.

(c)    Officer's Certificate. There shall have been delivered to Parent a certificate, dated as of such Closing Date and signed by a duly authorized officer of Purchaser, certifying the satisfaction of the conditions in Section 6.3(a) and Section 6.3(b).

(d)    Audited Financial Statements. Solely in connection with the first Closing hereunder, the Audited Financial Statements shall have been delivered to Purchaser pursuant to Section 5.19.

(e)    Closing Deliverables. There shall have been delivered to Parent the items specified in Section 2.6(a) and, to the extent applicable, Section 2.6(c).

ARTICLE VII

TAX MATTERS

Section 7.1    Seller Returns and Reports. Parent shall file, or shall cause the Target Companies to file, when due all Tax Returns that are required to be filed by or with respect to the Target Companies on or before the applicable Closing Date (taking into account all valid extensions of time to file) and shall pay all Taxes shown due on such Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Law. Parent shall, or shall cause the Sellers to, provide Purchaser with copies of such completed Tax Returns (including annual VAT returns, but excluding all monthly or quarterly VAT returns) at least 30 days prior to the due date for filing thereof, along with supporting workpapers, for Purchaser's review and approval (such approval not to be unreasonably withheld, conditioned or delayed). Parent and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Parent and Purchaser are unable to resolve any dispute with respect to such Tax Return at least five days prior to the due date for filing, such dispute shall be resolved pursuant to Section 7.12, which resolution shall be binding on the Parties.

Section 7.2    Purchaser Returns and Reports. Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to each Target Company after the applicable Closing Date with respect to Pre-Closing Periods and, subject to the rights to payment from Parent only to the extent provided in Section 8.2(a)(vi), shall pay all Taxes shown due on such

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Tax Returns. All such Tax Returns shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Law. Purchaser shall provide Parent with copies of such completed Tax Returns (including annual VAT returns, but excluding all monthly or quarterly VAT returns) at least 30 days prior to the due date for filing thereof, along with supporting workpapers, for Parent's review and approval (such approval not to be unreasonably withheld, conditioned or delayed). Parent and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Parent and Purchaser are unable to resolve any dispute with respect to such Tax Return at least five days prior to the due date for filing, such dispute shall be resolved pursuant to Section 7.12, which resolution shall be binding on the Parties. Not later than 10 days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to this Section 7.2, Parent shall pay (or cause to be paid) to Purchaser the amount of Taxes owed by Parent pursuant to the provisions of Section 8.2(a). No payment pursuant to this Section 7.2 shall excuse Parent from its indemnification obligations pursuant to (and to the extent of) Section 8.2(a)(vii) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of Parent's payment under this Section 7.2.

Section 7.3    Amendments. Unless required by applicable Law, Purchaser shall not amend, and after the Closing shall not permit the Target Companies to amend, any Tax Return filed by Parent, the other Sellers, the Target Companies with respect to any Pre-Closing Period of any Target Company (if Parent or another Seller would be liable for any Losses arising from such amendment and if such amendment is reasonably likely to have a material adverse effect on Parent or such Seller) without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the foregoing shall not apply to any amendment that may be required to be filed following resolution of a Tax audit or other inquiry from a Taxing Authority conducted in accordance with the contest provisions of Section 7.4.

Section 7.4    Contest Provisions.

(a)    If a claim shall be made by any Taxing or Government Authority, that, if successful, might result in a payment on behalf of Parent to Purchaser under Section 8.2 Purchaser shall promptly notify Parent with such potential liability in writing (a “Tax Notice”) of such claim (a “Tax Claim”) provided that Purchaser's failure to deliver such Tax Notice to Parent shall not limit Purchaser's rights under Section 8.2 except to the extent Parent's position or defense is actually and materially prejudiced by such failure. Such Tax Notice shall provide reasonable detail to apprise Parent of the nature of the Tax Claim, taking into account the facts and circumstances with respect to such Tax Claim.

(b)    With respect to a Tax Claim or proceeding arising therefrom relating exclusively to a Pre-Closing Period, Purchaser shall have the right, at Parent's sole expense (but subject to the same limitation on expenses as provided in Section 8.2(a)(vii)(G)), to represent the interests of the Target Companies with respect to such a Tax Claim or proceeding; provided, that:

(i)    Purchaser shall provide Parent with copies of all correspondence, notices and other written materials received from any Taxing Authorities and shall otherwise keep Parent and its tax advisors advised of significant developments in the audit or dispute and of significant communications involving representatives of the Taxing Authorities;

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(ii)    Parent shall have the right to consent to the selection of outside counsel or other advisors in connection with such Tax Claim or proceeding (which consent shall not be unreasonably withheld);

(iii)    Purchaser shall keep Parent reasonably informed and consult seriously and in good faith with Parent and its tax advisors with respect to any issue relating to such audit or dispute;

(iv)    Parent may request that Purchaser take a position in respect of such audit or proceeding, and Purchaser shall do so provided that (X) there exists a reasonable basis in fact and law for such position and (Y) the adoption of such position would not reasonably be expected to adversely affect the Tax liability of any of the Target Companies for any post-Closing period or portion thereof (unless Parent agrees to indemnify and hold harmless such Target Companies from such adverse effect);

(v)    Purchaser shall provide Parent with a copy of any material written submission to be sent to a Taxing Authority prior to the submission thereof and shall give serious and good faith consideration to any comments or suggested revisions that Parent or its tax advisors may have with respect thereto;

(vi)    Parent shall have the right to have a representative attend any portion of a meeting between Purchaser or any Target Company, on the one hand, and a Taxing Authority, on the other, in which any Tax for which Parent may be liable pursuant to Section 8.2(a)(vii) is discussed, provided that Purchaser shall have the right to set the agenda and strategy for such meeting; and

(vii)    there will be no settlement, resolution, or closing or other agreement with respect thereto without the consent of Parent, which consent will not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Parent may reasonably withhold its consent to any settlement, resolution or closing or other agreement with respect to any Tax Claim or proceeding arising therefrom if Parent can supply Purchaser with an opinion of nationally recognized tax counsel in the relevant jurisdiction that there is a reasonable basis in law and fact for Parent to achieve a more favorable result than the settlement, resolution, closing or other agreement, in which case Purchaser will continue to pursue the relevant tax audit or proceeding.

(c)    With respect to a Tax Claim or proceeding arising therefrom relating to a Straddle Period, Purchaser shall have the right, at its sole expense (but subject to indemnity pursuant to Section 8.2(a)(vii), reasonably allocated taking into account the portion of the total Tax Claim that related to a Pre-Closing Period), to represent the interests of the Target Companies with respect to such a Tax Claim or proceeding; provided, that:

(i)    Parent shall have the right, at its sole expense, to have a representative attend any proceedings and negotiations and to review any written materials sent to or received from the Taxing Authority;

(ii)    Purchaser shall reasonably cooperate with Parent in connection with such attendance;

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(iii)    Purchaser shall not settle any Tax Claim or proceeding arising therefrom without Parent's consent (such consent not to be unreasonably withheld, conditioned or delayed).

Section 7.5    Transfer Taxes. Purchaser and Parent shall each be liable for and shall pay within any time period prescribed by Law or Taxing Authority (and shall indemnify and hold harmless Parent Indemnified Persons against) 50% of any transfer, documentary, filing, recording, stamp, sales, use, registration and other such taxes or fees or governmental charges, including interest or penalties thereon, in each case arising out of or in connection with the transactions effected pursuant to this Agreement (but, for the avoidance of doubt, excluding any taxes computed by reference to net income or capital gain of the Sellers, which shall be the responsibility of Parent) (“Transfer Taxes”). Purchaser shall, at its own expense, file (or cause to be filed) all necessary Tax Returns and other documentation with respect to any such Transfer Taxes, in each case arising from the purchase and sale of the Target Equity Interests. If required by applicable Law, Parent shall, and shall cause its Affiliates to, join in the execution of any such Tax Returns and other documentation; provided that any dispute with respect thereto shall be resolved pursuant to Section 7.12, which resolution shall be binding on the Parties. Parent and Purchaser shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to minimize the amount of Transfer Taxes payable by reason of the consummation of the transactions contemplated hereunder.

Section 7.6    Cooperation; Access to Records. After each Closing of each Target Business Segment, Parent and Purchaser shall cooperate fully in preparing for and conducting any audits of, or disputes with any Taxing Authorities regarding, any Tax Returns, and shall provide such information as reasonably necessary for such audits, disputes or for the filing of all Tax Returns, subject to the provisions of Section 7.4, of each Target Company in the Target Business Segment. Parent shall, and shall cause the other Sellers to, after the applicable Closing, consistent with current practices of the Target Companies, retain such records, documents, accounting data and other information as are necessary for the preparation, filing and examination of Tax Returns with respect to Taxes of each Target Company and shall make available to the other Parties and to any Government Authority as reasonably requested all records, documents, accounting data and other information relating to Taxes of each Target Company until sixty (60) days after the expiration of the statute of limitations (and, to the extent Parent is notified by Purchaser or the Target Companies, any extensions thereof) and shall give Purchaser reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if Purchaser so requests, Parent, or the other Sellers, shall allow Purchaser to take possession of such books and records.

Section 7.7    No Tax Elections. Purchaser shall not make, and agrees to prevent the Target Companies from making, any election pursuant to Section 338(g) of the Code or any similar provision of Law with respect to any Target Company.

Section 7.8    No Dividends. With respect to each Target Company, prior to January 1 of the calendar year following the year in which the applicable Closing occurs, Purchaser agrees that such Target Company shall not pay any distributions or dividends to its shareholders.

Section 7.9    Tax Sharing. Prior to the applicable Closing Date, Parent shall, and shall cause the other Sellers to, terminate any Tax sharing, Tax allocation, and Tax indemnification agreements and arrangements of each of the Target Companies (other than any Tax sharing, allocation or Tax indemnification agreement solely between Target Companies in the same Target Business Segment), and such agreements shall have no further effect for any taxable year or period (whether a past, present

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or future year or period), and no additional payments shall be made thereunder on or after the applicable Closing Date with respect to any period.

Section 7.10    IRS Forms 5471. Purchaser shall cause a Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, to be timely and accurately filed for each Target Company (other than a Target Company that is treated as a “disregarded entity” within the meaning of Treasury Regulations Section 301.7701-3(b)(2)(i)(C)) that is not a U.S. Person for such Target Company's tax year in which Purchaser acquired such company. Each such Form 5471 shall be filed as a joint information return in respect of Purchaser (or its applicable Affiliate) and Parent (or its applicable Affiliates). In connection with the filing of each such Form 5471, Parent agrees to furnish or cause to be furnished to Purchaser, upon request, as promptly as practicable, such information (including Forms 5471 for each applicable Target Company for the taxable years ended December 31, 2011 and 2012 filed by Parent or its Affiliates) and assistance that is reasonably required to properly complete such Form 5471. Purchaser shall provide copies of the Forms 5471 to Parent no later than ten Business Days prior to the due date for filing such Forms 5471 for Parent's review and approval.

Section 7.11    Straddle Period Tax Allocation. If a Target Company does not close its taxable year on the applicable Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the applicable Closing Date but does not begin or end on that day (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Pre-Closing Period for the period up to and including the applicable Closing, and (ii) to the period beginning after the applicable Closing for the period subsequent to the applicable Closing. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Target Company as of the applicable Closing (but taking into account any Tax consequences of the Closing), provided that (x) real and personal property Taxes and any other ad valorem Taxes shall be apportioned on a per diem basis and (y)exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the applicable Closing and the period after the applicable Closing in proportion to the number of days in each such period.

Section 7.12    Disputes. Any dispute as to any matter covered in this Article VII shall be resolved by a nationally recognized tax expert in the jurisdiction to which the dispute relates that is mutually agreed by Parent and Purchaser or, if Parent and Purchaser do not agree on the selection of such expert, KPMG. The fees and expenses of such expert shall be borne 50% by Parent, on the one hand, and 50% by Purchaser on the other. If any dispute with respect to a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filed in the manner which the party responsible for preparing such Tax Return deems correct, the filing of which shall not prejudice or otherwise control the dispute in respect of such Tax Return.

Section 7.13    Refunds. If Purchaser or any Target Company receives (i) a Tax refund of any Tax, (ii) a credit against Taxes otherwise payable in lieu of a refund, or (iii) the release of excess Tax reserves (which were taken into account in the calculation of Final Net Asset Value) upon a final, binding and nonappealable determination with respect to contingencies forming the basis of such reserves, which Tax refund, credit or release relate to Taxes previously paid in or provided for in respect of a Pre-Closing Period (except to the extent that such refund or credit (i) is shown as an asset on the Final Closing Statement for purposes of calculating, or otherwise taken into account as an increase to, the applicable Final Net Asset Value, (ii) results from the carryback of a Tax attribute arising from a taxable period (or portion thereof) beginning on or after Closing, or (iii) is one to which

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Purchaser or any of its Affiliates is entitled pursuant to the 2006 Agreements), Purchaser shall pay to the applicable Seller, within fifteen (15) Business Days following the actual receipt of such refund (or the application of such credit or release of such reserve), an amount equal to such refund (or credit or release) less (x) any expenses incurred by Purchaser, any of its Affiliates or any Target Company in connection with obtaining such refund (or credit or release) and (y) any Taxes incurred by Purchaser, any of its Affiliates or any Target Company in connection with the receipt or accrual of any such refund (or application of such credit or release). All other Tax refunds (or credits) and excess Tax reserves shall belong to Purchaser or to the applicable Target Company. Nothing in this Agreement is intended to alter the rights and obligations of the parties to the 2006 Agreement; provided, however, that to the extent that Parent is obligated pursuant to the 2006 Agreement to make a payment to Purchaser or an Affiliate of Purchaser by reason of the receipt by a Target Company of a Tax refund, Parent shall not be obligated to make such payment with respect to a Tax refund received by such Target Company after the applicable Closing Date.

Section 7.14    Exclusivity. In the event of any inconsistency between the provisions of this Article VII, on the one hand, and the provisions of Article VIII, on the other hand, the provisions of this Article VII shall control as to Tax matters.

ARTICLE VIII

SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES

Section 8.1    Survival. The representations, warranties, covenants and obligations of the Parties with respect to each Target Business Segment contained in or made pursuant to this Agreement shall survive in full force and effect until 5:00 p.m. New York City time on the date that is 540 days after the Closing Date for such Target Business Segment, at which time they shall terminate (and no claims shall be made for indemnification under Section 8.2 or Section 8.3 thereafter), except:

(a)    the Parent Fundamental Representations and Purchaser Fundamental Representations shall survive until 5:00 p.m. New York City time on the date that is the later of (i) 60 days after the expiration of any applicable statute of limitations and (ii) the tenth anniversary of the Closing Date for such Target Business Segment;

(b)    (i) the covenants and obligations that by their terms apply or to the extent they are to be performed in whole or in part after a Closing shall survive for the period provided in such covenants and obligations, or until fully performed and (ii) the covenants and obligations that by their terms apply or to the extent that they are to be performed in their entirety on or prior to a Closing shall survive until 5:00 p.m. New York City time on the date that is 270 days after such Closing;

(c)    The Non-Indemnifiable Tax Representations shall terminate upon Closing;

(d)    The Indemnifiable Tax Representations, Parent's and Purchaser's obligations pursuant to Article VII and claims for indemnification under Section 8.2(a)(vii), Section 8.2(a)(viii) and Section 8.3(a)(iii) shall survive until the date that is the later of (i) 5:00 p.m., New York City time, on the date that is 60 days after the expiration of any applicable statute of limitations (including any extensions and suspension thereof) and (ii) 5:00 p.m., New York City time, on the date that is 60 days after the date that the respective tax assessment has become final, binding and nonappealable;

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(e)    claims for indemnification under Section 8.2(a)(iii) shall survive in full force and effect until 5:00 p.m., New York City time, on the date that is the sixth anniversary of the Closing relating to the Brazilian Target Companies;

(f)    claims for indemnification under Section 8.2(a)(iv) shall survive in full force and effect until 5:00 p.m., New York City time, on the date that is the sixth anniversary of the Closing relating to the Target Business Segment that is the source of the greatest amount of Losses arising out of such claim for indemnification;

(g)     claims for indemnification under Section 8.2(a)(v) shall survive in full force and effect indefinitely; and

(h)    claims for indemnification under Section 8.2(a)(vi) shall survive in full force and effect until 5:00 p.m., New York City time, on the date that is the tenth anniversary of the Closing relating to the Target Business Segment that is the source of the greatest amount of Losses arising out of such claim for indemnification.

Section 8.2    Indemnification by Parent.

(a)    After each Closing and subject to this Article VIII, Parent, on behalf of the Sellers, shall indemnify, defend and hold harmless Purchaser and its Affiliates (which, as of and after any Closing, shall include the Subject Companies transferred at such Closing) (the “Purchaser Indemnified Persons”), against, and reimburse the Purchaser Indemnified Persons for, without duplication, all Losses that the Purchaser Indemnified Persons may at any time suffer or incur, or become subject to:

(i)    as a result of or in connection with the breach of any of the representations and warranties of Parent contained in Article III to the extent relating to a Closing that has occurred or a Target Company that has been purchased by and sold to Purchaser (other than the Non-Indemnifiable Tax Representations) (itbeingunderstood that, for purposes of determining whether any breach has occurred or calculating the amount of any Losses under this Section 8.2(a)(i), all materiality and Company Material Adverse Effect qualifications and exceptions (except for such qualifications and exceptions (A) used in Section 3.15(a)(ii), Section 3.15(a)(vi), Section 3.15(a)(viii), Section 3.19(e), Section 3.19(i) and Section 3.28(a) to qualify a list of items or a set of materials made available rather than to qualify a statement or (B) contained in Section 3.5(b)) contained in such representations and warranties shall be disregarded);

(ii)    as a result of or in connection with any breach by Parent of any of its covenants, agreements or obligations contained in this Agreement to the extent relating to a Closing that has occurred or a Target Company that has been purchased by and sold to Purchaser;

(iii)    as a result of the matters set forth in Section 8.2(a)(iii) of Parent's Disclosure Letter;

(iv)    as a result of any action taken by Parent or any of its Affiliates to effect the Restructuring (to the extent resulting from the Restructuring and affecting a Target Company that has been purchased by and sold to Purchaser);

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(v)    as a result of (A) Parent's ownership of Residential Capital LLC, or (B) any Target Guarantee;

(vi)    as a result of or in connection with (A) GMAC Continental Corporation's operation of any business (other than the Target Business) or acquisition, ownership or sale of any assets (other than any Equity Interests in any of the Target Companies) prior to the Closing, or (B) any Liability of GMAC Continental Corporation that is not related to, and does not arise from, its operation of the Target Business or its ownership of any Equity Interest in any of the Target Companies; or

(vii)    that constitute (A) Taxes of the Target Companies (or any predecessor thereof) for any Pre-Closing Period (as allocated under Section 7.11), including any Taxes of the Target Company in respect of (1) income realized on the applicable Closing Date to the extent resulting from actions taken by the Target Company at the direction of Parent or any Seller (or any Affiliate of Parent or any Seller) that are outside the ordinary course of business or (2) any transactions in connection with the consummation of the Restructuring, (B) Taxes imposed on any Target Company as a result of the transactions effected pursuant to this Agreement, (C) Taxes imposed on the Target Companies pursuant to Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under state, local or foreign Law), (D) Tax liability of any Target Company (including, without limitation, any U.K. income tax (whether collected through PAYE or otherwise) or employee or employer's National Insurance Contributions) together with any interest or penalties arising therefrom, as a result of any share options, restricted stock units, stock appreciation rights or other such similar awards, which have been granted and/or awarded to any U.K. employees of a Target Company prior to Closing, pursuant to the Ally Financial, Inc. Long-Term Equity Incentive Plan, (E) any Transfer Taxes required to be borne by Parent pursuant to Section 7.5, (F) all withholding Taxes and Taxes in respect of non-resident gains arising as a result of or in connection with the transactions contemplated by this Agreement and (G) reasonable out-of-pocket costs and expenses (including reasonable fees and out-of-pocket expenses of outside legal counsel and other advisors) incurred by Purchaser Indemnified Persons relating to any indemnified Tax matter (including an examination relating thereto or a claim for Taxes) in this Section 8.2(a)(vii) or Section 8.2(a)(viii); or

(viii)    as a result of a final binding and non-appealable determination that changes a Tax Attribute (including by reason of the application of any Tax Attribute to offset or reduce any Tax liability described in Section 8.2(a)(vii), but excluding by reason of (i) any retroactive change in Law enacted after the Closing, (ii) the sale of the Target Companies or (iii) any change of control or change of business conduct effected on or after the Closing), which, if given effect as of the applicable Closing Date (and not taking into account any change of Law since the Closing Date), would have caused a reduction in the Net Deferred Tax Asset calculated in accordance with GAAP, in which case the Loss subject to indemnification by Parent in this Section 8.2(a)(viii) shall be equal to the amount such reduction, payable at such time and to the extent that the changed Tax Attribute that causes a reduction in the Net Deferred Tax Asset would otherwise have been used to reduce the amount of Tax paid by Purchaser a Target Company or its Affiliates.

(b)    Notwithstanding anything to the contrary contained herein, Parent shall not be required to indemnify, defend or hold harmless the Purchaser Indemnified Persons against, or reimburse, or otherwise have any liability under this Agreement to, the Purchaser Indemnified Persons for (i) any

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Losses pursuant to Section 8.2(a)(i) (other than Losses in connection with any Parent Fundamental Representations or the Indemnifiable Tax Representations) with respect to any claim (A) unless such claim (or related claims arising out of the same facts, events or circumstances) involves Losses in excess of $125,000 (the “Threshold”) (nor shall any such claim that does not meet such Threshold be applied to or considered for purposes of calculating the aggregate amount of Losses of the Purchaser Indemnified Persons for which Parent has responsibility under clause (B) of this Section 8.2(b) below), and (B) until the aggregate amount of the Losses of the Purchaser Indemnified Persons for which the Purchaser Indemnified Persons are finally determined to be otherwise entitled to indemnification under Section 8.2(a)(i) exceeds 2.00% of the Paid Purchase Price at the time the Claim Notice in respect of a claim for such Losses (or related claims arising out of the same facts, events or circumstances) is delivered (as may be increased pursuant to the last sentence of this Section 8.2(b), the “Deductible”), after which Parent, on behalf of the Sellers, shall be obligated for all Purchaser's Losses for which Purchaser is finally determined to be otherwise entitled to indemnification under Section 8.2(a)(i) that are in excess of the Deductible, but only if such excess Losses arise with respect to any claim (or related claims arising out of the same facts, events or circumstances) involving Losses in excess of the Threshold, (ii) any Losses pursuant to Section 8.2(a)(iii) with respect to any claim until the aggregate amount of the Losses of the Purchaser Indemnified Persons for which the Purchaser Indemnified Persons are finally determined to be otherwise entitled to indemnification under Section 8.2(a)(iii) exceeds $5,000,000 at the time the Claim Notice in respect of a claim for such Losses (or related claims arising out of the same facts, events or circumstances) is delivered (the “Class Action Deductible”), after which Parent, on behalf of the Sellers, shall be obligated for all Purchaser's Losses for which Purchaser is finally determined to be otherwise entitled to indemnification under Section 8.2(a)(iii) that are in excess of the Class Action Deductible, but only if such excess Losses arise with respect to any claim (or related claims arising out of the same facts, events or circumstances) involving Losses in excess of the Threshold. Notwithstanding anything to the contrary contained herein, Parent shall not be required to indemnify, defend or hold harmless the Purchaser Indemnified Persons against, or reimburse, or otherwise have any liability under this Agreement to, the Purchaser Indemnified Persons for any Losses (1) pursuant to Section 8.2(a)(i) (other than Losses in connection with any Parent Fundamental Representation or the Indemnifiable Tax Representations) in a cumulative aggregate amount exceeding 15% of the Paid Purchase Price at the time the Claim Notice in respect of a claim for such Losses (or related claims arising out of the same facts, events or circumstances) is delivered (as may be increased pursuant to the last sentence of this Section 8.2(b), the “Cap”), and (2) pursuant to Section 8.2(a)(i) in connection with the Parent Fundamental Representations or the Indemnifiable Tax Representations, Section 8.2(a)(ii), Section 8.2(a)(iv), Section 8.2(a)(vi), Section 8.2(a)(vii) and Section 8.2(a)(viii) in a cumulative aggregate amount exceeding the Paid Purchase Price at the time the Claim Notice in respect of a claim for such Losses (or related claims arising out of the same facts, events or circumstances) is delivered. Notwithstanding anything herein to the contrary, the Deductible and the Cap in respect of any claim (or related claims arising out of the same facts, events or circumstances) shall increase as the Paid Purchase Price increases after the occurrence of any subsequent Closings.

Section 8.3    Indemnification by Purchaser.

(a)    After each Closing and subject to this Article VIII, Purchaser shall indemnify, defend and hold harmless Parent, the Sellers, and its and their respective Affiliates and Representatives (the “Parent Indemnified Persons”), against, and reimburse Parent Indemnified Persons for, without duplication, all Losses that Parent Indemnified Persons may at any time suffer or incur, or become subject to:

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(i)    as a result of or in connection with the breach of any of the representations and warranties of Purchaser contained in Article IV (itbeingunderstood that, for purposes of determining whether any breach has occurred or calculating the amount of any Losses under this Section 8.3(a)(i), all materiality and Purchaser Material Adverse Effect qualifications and exceptions contained in such representations and warranties shall be disregarded);

(ii)    as a result of or in connection with any breach by any Purchaser or Purchaser Topco of any of their covenants, agreements or obligations contained in this Agreement or in any Transaction Document; or

(iii)    that constitute (A) any Transfer Taxes required to be borne by such Purchaser pursuant to Section 7.5; (B) any withholding Tax for which Purchaser is responsible pursuant to Section 2.8; and (C) reasonable out-of-pocket costs and expenses (including reasonable fees and out-of-pocket expenses of outside legal counsel and other advisors) incurred by Parent Indemnified Persons relating to any indemnified Tax matter (including an examination relating thereto or a claim for Taxes) in this Section 8.3(a)(iii).

(b)    Notwithstanding anything to the contrary contained herein, Purchaser shall not be required to indemnify, defend or hold harmless the Parent Indemnified Persons against, or reimburse, or otherwise have any liability under this Agreement to, the Parent Indemnified Persons for any Losses pursuant to Section 8.3(a)(i) (other than Losses in connection with any Purchaser Fundamental Representations) with respect to any claim (i) unless such claim (or related claims arising out of the same facts, events or circumstances) involves Losses in excess of the Deductible (nor shall any such claim that does not meet such Threshold be applied to or considered for purposes of calculating the aggregate amount of Parent's Losses for which Purchaser has responsibility under clause (ii) of this Section 8.3(b) below), (ii) until the aggregate amount of Losses for which the Parent Indemnified Persons are finally determined to be otherwise entitled to indemnification under Section 8.3(a)(i) exceeds the Deductible, after which Purchaser shall be obligated for all the Losses for which the Parent Indemnified Persons are finally determined to be otherwise entitled to indemnification under Section 8.3(a)(i) that are in excess of the Deductible, but only if such excess Losses arise with respect to any claim (or related claims arising out of the same facts, events or circumstances) involving Losses in excess of the Deductible. Notwithstanding anything to the contrary contained herein, Purchaser shall not be required to indemnify, defend or hold harmless the Parent Indemnified Persons against, or reimburse, or otherwise have any liability under this Agreement to, the Parent Indemnified Persons for any Losses (1) pursuant to Section 8.3(a)(i) (other than Losses in connection with any Purchaser Fundamental Representation) in a cumulative aggregate amount exceeding the Cap, and (2) pursuant to Section 8.3(a)(i) and Section 8.3(a)(iii) in connection with the Purchaser Fundamental Representations in a cumulative aggregate amount exceeding the Paid Purchase Price at the time the Claim Notice in respect of a claim for such Losses (or related claims arising out of the same facts, events or circumstances) is delivered, irrespective of the occurrence of any subsequent Closings.

Section 8.4    Claims Procedure.

(a)    Notification by the Indemnified Person. If any Person claiming indemnification under this Article VIII (the “Indemnified Person”) becomes aware of any fact, matter or circumstance that may give rise to a claim for indemnification under this Article VIII, the Indemnified Person shall (at its own expense) promptly notify in reasonable detail the Person from whom indemnification

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is sought (the “Indemnifying Person”) in writing of such claim (“Claim Notice”), including any pending or threatened claim or demand by a third party that the Indemnified Person has determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted in writing by a third party against the Indemnified Person) (each, a “Third-Party Claim”), setting out the provisions under this Agreement upon which such claim is based, and such other information (to the extent known) as is reasonably necessary to enable the Indemnifying Person to assess the merits of the potential claim, to make such provisions as it may consider necessary (including details of the legal and factual basis of the claim and the evidence on which the party relies (including where the claim is a result of a Third-Party Claim, evidence of the Third-Party Claim)) and setting out its estimate of the amount of Losses to the extent ascertainable which are, or are to be, the subject of the claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Person from any of its obligations under this Article VIII except to the extent that the Indemnifying Person is materially prejudiced by such failure. The Parties agree that (i) notices for claims in respect of a breach of a representation, warranty, covenant or obligation must be delivered prior to the expiration of the applicable survival period specified in Section 8.1 for such representation, warranty, covenant or obligation and (ii) any claims for indemnification for which notice is not timely delivered in accordance with this Section 8.4(a) shall be expressly barred and are hereby waived; provided, further, that if, prior to such applicable date, a Party shall have notified the other Party in accordance with the requirements of this Section 8.4(a) of a claim for indemnification (including for a contingent Loss) under this Article VIII (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article VIII notwithstanding the passing of such applicable date (and, in the case of a claim for indemnification for a contingent Loss, notwithstanding that such contingent Loss may not become an actual liability until the passing of such applicable date).

(b)    Cooperation by the Indemnified Person. The Indemnified Person shall reasonably cooperate with and assist the Indemnifying Person in determining the validity of any claim for indemnity by the Indemnified Person and in defending against a Third-Party Claim. In connection with any fact, matter, event or circumstance that may give rise to a claim against any Indemnifying Person under this Agreement, the Indemnified Person shall ensure that the Indemnified Person and its Affiliates, as applicable: (i) shall preserve all material evidence relevant to the claim, (ii) shall allow the Indemnifying Person and its advisers to investigate the fact, matter, event or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim, and (iii) shall provide the Indemnifying Person and its Representatives reasonable access to such documents and information as may be reasonably requested in connection with such Third-Party Claims, subject to the Indemnifying Person and its advisers agreeing in such form as the Indemnified Person may reasonably require to keep all such information confidential and to use it only for the purpose of investigating and defending the claim in question.

(c)    Assumption of Defense of a Third-Party Claim. Upon receipt of a notice of a claim for indemnity from an Indemnified Person pursuant to Section 8.4(a) in respect of a Third-Party Claim (other than a Tax Claim or proceeding arising therefrom, which shall be governed by the provisions of Article VII) the Indemnifying Person may, by notice to the Indemnified Person delivered within 30 Business Days of the receipt of notice of such Third-Party Claim, assume the defense and control of any Third-Party Claim, with its own counsel and at its own expense, but shall allow the Indemnified Person a reasonable opportunity to participate in the defense of such Third-Party Claim with its own counsel and at its own expense. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person (which shall not be unreasonably

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withheld, conditioned or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim, unless such settlement, compromise, discharge or entry of any judgment does not involve any finding or admission of any violation of Law or admission of any wrongdoing by the Indemnified Person, and the Indemnifying Person shall obtain, as a condition of any settlement, compromise, discharge, entry of judgment (if applicable), or other resolution, a complete and unconditional release of each Indemnified Person from any and all Liabilities in respect of such Third-Party Claim. If the Indemnifying Person does not assume the defense and control of any such Third-Party Claim, the Indemnified Person, subject to Section 8.4(d), may defend the same in such manner as it may deem appropriate. This Section 8.4(c) and Section 8.4(d) do not apply to Third-Party Claims relating to Tax Claims or proceedings arising therefrom, which shall be governed by the provisions of Article VII.

(d)    Settlement of Claims. The Indemnified Person shall not settle, compromise or consent to the entry of any judgment with respect to any claim or demand for which it is seeking indemnification from the Indemnifying Person or admit to any liability with respect to such claim or demand without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary contained in this Article VIII, no Indemnifying Person shall have any liability under this Article VIII for any Losses arising out of or in connection with any Third-Party Claim that is settled or compromised by an Indemnified Person without the consent of such Indemnifying Person.

(e)    Response to Claims Not Involving Third-Party Claims. In the event any Indemnifying Person receives a notice of a claim for indemnity from an Indemnified Person pursuant to Section 8.4(a) that does not involve a Third-Party Claim, the Indemnifying Person shall notify the Indemnified Person within 30 Business Days following its receipt of such notice whether the Indemnifying Person disputes its liability to the Indemnified Person under this Article VIII.

Section 8.5    Payment. In the event a claim for indemnification under this Article VIII has been finally determined, the amount of such final determination shall be paid by the Indemnifying Person to the Indemnified Person within two Business Days of the request therefor in immediately available funds. Any Action by or before any Government Authority or arbitral body, and the liability for and amount of damages therefor, shall be deemed to be “finally determined” for purposes of this Article VIII when the Parties hereto have so determined by mutual agreement or, if disputed, when a final non-appealable Government Order has been entered into with respect to such Action.

Section 8.6    Treatment of Indemnification Payments. To the fullest extent permitted under applicable Law, for all purposes (including Tax purposes), the Parties shall treat any payment made under Section 8.2 or Section 8.3 as an adjustment to the Target Business Segment Purchase Price for the Target Business Segment to which such payment relates.

Section 8.7    Provisions. To the extent that any claim for indemnification relates to a Tax or Loss for which a reserve, accrual or provision is demonstrably and identifiably reflected in the Final Closing Statement, the amount of such Tax or Loss with respect to such claim for which such reserve, accrual or provision is reflected shall be reduced to take into account the amount of such reserve, accrual or provision. The amount of any Tax or Loss for which indemnification is provided under this Article VIII shall be net of any amounts actually recovered by the Indemnified Person under insurance policies with respect to such Loss.

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Section 8.8    Exclusive Remedies. Each Party acknowledges and agrees that (a) prior to the Closing relating to any Target Business Segment, other than in the case of actual fraud by Parent, the sole and exclusive remedies of the Purchaser Parties for any breach of any of the representations and warranties of Parent contained in Article III relating to such Target Business Segment or the transfer thereof shall be, (i) in the event that each of the conditions set forth in Article VI has not been satisfied or waived, refusal to close the purchase and sale of the Target Equity Interests relating to such Target Business Segment hereunder and (ii) the right to terminate this Agreement pursuant to Section 9.1(c) subject to the terms set forth therein; (b) following the Closing relating to any Target Business Segment, the indemnification provisions of this Article VIII shall be the sole and exclusive remedies of the Parties for any breach of the representations or warranties contained in this Agreement relating to such Target Business Segment or the transfer thereof except in the case of fraud or willful breach and (ii) notwithstanding anything to the contrary contained herein, no breach of any representation, warranty, covenant or obligation contained herein shall give rise to any right on the part of either Party to rescind this Agreement or any of the transactions contemplated hereby, including any Closing that has already occurred; and (c) following the Closing relating to any Target Business Segment, the indemnification provisions of this Article VIII shall be the sole and exclusive monetary remedies of the Parties for any breach or non-fulfillment of any covenant to the extent such covenant relates to such Target Business Segment (other than those covenants set forth under Section 5.5(b), Section 5.5(c), Section 5.6, Section 5.9(e), Section 5.15 and Section 5.18 for the enforcement of which a Party may also seek specific performance or injunctive relief).

Section 8.9    Damages. The Parties agree that with respect to each indemnification obligation set forth in this Article VIII, any Transaction Document or any other document executed or delivered in connection with any Closing, in no event shall an Indemnifying Person have any liability to an Indemnified Person for any consequential, indirect, incidental, exemplary, punitive or special damages, internal costs or lost profits, other than any such damages, costs or lost profits required to be paid by an Indemnified Person or any of its Affiliates to any third party arising out of an Action by such third party or its Affiliates.

Section 8.10    Net Financial Benefit.

(a)    No Indemnifying Person shall be liable under this Article VIII in respect of any Losses suffered by any Indemnified Person to the extent there are any offsetting savings by or quantifiable net financial benefits to such Indemnified Person arising from such Losses or the facts, matters, events or circumstances giving rise to such Losses. This Section 8.10(a) shall not apply to any Loss relating to Taxes.

(b)    Any amount of any Loss or Tax for which indemnification is provided under Section 8.2 shall be (i) increased by the amount of any Tax cost actually incurred as an increase in Taxes payable by the Indemnified Person (or any Affiliate thereof) as a result of the receipt or accrual of the indemnification payment, (ii) net of any Tax benefit actually realized as a decrease in cash Taxes payable by the Indemnified Person (or any Affiliate thereof) prior to the date of such indemnification payment as a result of the incurrence or payment of any such Loss or Tax (including as a result of the facts, matters, events or circumstances giving rise to such Losses or Taxes).

(c)    If, following an indemnification payment pursuant to Section 8.2, an Indemnified Person (or any Affiliate thereof) actually realizes as a decrease in cash Taxes payable by the Indemnified Person (or any Affiliate thereof) a Tax benefit as a result of the incurrence or payment of a Loss or Tax that would have reduced the amount of such indemnification payment pursuant to

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Section 8.10(b) had such Tax benefit been actually realized prior to the date of such indemnification payment, then within ten (10) Business Days following the realization of the Tax benefit, Purchaser shall refund to Parent the amount of such Tax benefit.

Section 8.11    Contingent Liabilities. No Indemnifying Person shall be liable under this Article VIII in respect of any Loss which is contingent unless and until such contingent Loss becomes an actual liability and is due and payable.

Section 8.12    Right to Recovery. (a) If any Indemnifying Person is liable to pay an amount in discharge of any claim under this Agreement and any Indemnified Person recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Indemnified Person (in whole or in part) in respect of the Loss which is the subject matter of the claim, Parent or Purchaser, as applicable, shall procure that all commercially reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any reasonable costs and expenses incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery. Notwithstanding the foregoing, neither Party shall be required to act or forebear to act under this Section 8.12 if such act or forbearance, as applicable, could prejudice such Person's ability to prosecute a claim against an Indemnifying Person or any right hereunder in the reasonable judgment of Parent or Purchaser, as applicable.

(b)    If any Indemnifying Person has paid an amount in discharge of any claim under this Agreement and any Indemnified Person recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any Indemnified Person (in whole or in part) in respect of the Loss which is the subject matter of the claim, Parent or Purchaser, as applicable, shall procure that all commercially reasonable steps are taken as may be required to enforce such recovery and shall, or shall procure that the relevant Indemnified Person shall, pay to Parent or Purchaser, as applicable, as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any reasonable costs and expenses incurred in obtaining such recovery or (ii) if less, the amount previously paid by the relevant Indemnifying Person to the relevant Indemnified Person.

Section 8.13    Double Claims. No Indemnified Person shall be entitled to recover from any Indemnifying Person under this Article VIII or under any Transaction Document more than once in respect of the same Loss (notwithstanding that such Loss may result from breaches of multiple provisions of this Agreement).

Section 8.14    Mitigation of Losses.

(a)    The Indemnified Persons shall cause that all commercially reasonable steps are taken and all commercially reasonable assistance is provided to avoid or mitigate any Losses, which in the absence of mitigation might give rise to or increase the Loss in respect of any claim under this Article VIII. This Section 8.14(a) shall not apply to Taxes.

(b)    Subject to and in accordance with the provisions of this Section 8.14(b), if any liability of the Parent under Section 8.2(a) in respect of Tax can be reduced or eliminated by the surrender of Group Relief (as defined in Schedule 3.8(u)) to the relevant Target Company by any company other than Purchaser, an Affiliate of Purchaser or any other Target Company (including by way of electing that any gain on the disposal or notional disposal of an asset be treated as accruing not to the Target Company but to an Affiliate of Parent), Parent may make or procure the making of such

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surrender or election and Purchaser shall procure that the Target Company shall cooperate with Parent in relation to such surrender or election and make all necessary returns, claims, consents and notifications required to be made in respect of such surrender or election. The Target Company shall not be liable to give any consideration in respect of any surrender of or election in relation to Group Relief pursuant to this Section 8.14(b).

(c)    In the event that (x) the taxable income or Tax of a Target Company is increased for a Pre-Closing Period in a manner that results in an indemnification payment under Section 8.2(a), and (y) the result of such increase is the allowance of an additional deduction in computing the taxable income, an additional credit or a correlative adjustment reducing Taxes of such Target Company or its Affiliates in a taxable period beginning after the applicable Closing Date, the Purchaser shall use commercially reasonable efforts to claim such deduction, credit or correlative adjustment in the earliest taxable period for which such deduction, credit or correlative adjustment is allowable.

ARTICLE IX

TERMINATION

Section 9.1    Termination. This Agreement may be terminated at any time prior to the Final Closing:

(a)    Consent. By the mutual written consent of Parent and Purchaser;

(b)    Delay. By either Parent or Purchaser if the Final Closing has not occurred on or before July 1, 2014 (the “Outside Date”); provided, however, the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party whose failure to take any action required to fulfill any of such Party's obligations under this Agreement has caused or resulted in the failure of any Closing to occur prior to the Outside Date, and any such termination shall not affect the obligations of the Parties to complete the purchase and sale of any Target Business Segment with respect to which the last of the conditions set forth in Article VI has been satisfied or waived (other than those conditions that, by their terms, are to be satisfied on such Closing Date), but the Closing in respect of such Target Business Segment has not yet occurred (which, for purposes of this Article IX, shall be deemed to be completed prior to July 1, 2014).

(c)    Breach. By either Parent or Purchaser, upon written notice to the other, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Purchaser Topco or Purchaser (in the case of Parent) or Parent (in case of Purchaser), which breach would, individually or in the aggregate, result in, if occurring or continuing on every Closing Date applicable to each Target Business Segment not transferred prior to such date, the failure of any condition to the terminating Party's obligations set forth in Article VI in respect of every Closing relating to every Remaining Target Business Segment, and which cannot be or has not been cured within 45 days after the giving of written notice to the breaching Party of such breach (or by the Outside Date, if earlier); provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to Purchaser or Parent if the would-be terminating Party (including, in the case of Purchaser, Purchaser Topco) is then in material breach of its representations, warranties, agreements and covenants hereunder; and

(d)    Denial of Regulatory Approval. By Parent or Purchaser on or after the date that at least one Required Governmental Approval in respect of each Remaining Target Business Segment has been subject to a written denial by action of each relevant Government Authority at least 60

SC1:3335029.3

days prior to such date and all avenues of appeal, if any, for each such Required Governmental Approval have been exhausted; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any Party if such Party is in material breach of its representations, warranties, agreements and covenants hereunder at the time it seeks to terminate this Agreement under this Section 9.1(d).

Section 9.2    Notice of Termination. If Parent or Purchaser desires to terminate this Agreement pursuant to Section 9.1, it shall give written notice of such termination to (in the case of termination by Parent) Purchaser and to (in the case of termination by Purchaser) Parent.

Section 9.3    Effect of Termination. Upon a termination of this Agreement in accordance with Section 9.1, each Party's further rights and obligations hereunder, other than the Surviving Provisions, shall terminate, but termination shall not affect any rights or obligations of a party which may have accrued prior to such termination and shall not relieve any Party from liability for any willful and material breach prior to such termination. Notwithstanding the foregoing (but subject to clause (ii) of the proviso in Section 9.1(b)), any termination of this Agreement shall only have effect with respect to any Remaining Target Business Segment as of the date of such termination (and, for the avoidance of doubt, any holdback payment that has not been paid theretofore pursuant to Section 2.4 shall be forfeited by Parent).

Section 9.4    Additional Rights and Remedies. The Parties acknowledge and agree that nothing in this Article IX shall prejudice or limit any rights or remedies which may otherwise be available to Parent under this Agreement or pursuant to applicable Law, including the right to claim damages or seek specific performance.

ARTICLE X

MISCELLANEOUS

Section 10.1    Notices.

(a)    Any notice, request, claim, demand or other communication in connection with this Agreement (each, a “Notice”) shall be:

(i)    in writing in English; and

(ii)    delivered by hand, fax, registered mail or by courier using an internationally recognized courier company, or transmitted by email.

(b)    A Notice to any Party shall be sent to such party at the following address, or such other Person or address as such Party may designate by delivery of notice in writing to the other Party.

(i)    If to Parent, to:

Ally Financial Inc.

200 Renaissance Center

Mail Code: 482-B09-B11

Detroit, MI 48265-2000

Attention:Peter Greene

William B. Solomon, General Counsel

SC1:3335029.3

Facsimile:(877) 263-4044

(313) 656-6124

Email:Peter.Greene@ally.com

William.B.Solomon@ally.com

With a copy to (which shall not constitute a Notice):

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Jay Clayton

C. Andrew Gerlach

Facsimile:(212) 558-3588

Email:claytonwj@sullcrom.com

gerlacha@sullcrom.com

(ii)    If to Purchaser or Purchaser Topco, to:

General Motors Financial Company, Inc.

801 Cherry Street, Suite 3500

Fort Worth, Texas 76102

Attention: Chief Financial Officer

Facsimile: (817) 302-7915

Email: chris.choate@gmfinancial.com

With a copy to (which shall not constitute a Notice):

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Frederick S. Green

Danielle D. Do

Facsimile:(212) 310-8007

Email:frederick.green@weil.com

danielle.do@weil.com

(c)    A Notice shall be effective upon receipt and shall be deemed to have been received:

(i)    at the time of delivery, if delivered by hand, registered post or courier; or

(ii)    upon confirmation by telephone or electronic correspondence of receipt thereof, if sent by fax or email, excluding, however, any answer or confirmation automatically generated by electronic means (such as out-of-office replies).

Section 10.2    Assignment. Except as otherwise expressly provided in this Agreement, no Party may without the prior written consent of the other Party, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part of this Agreement; provided that (a) Parent may, following notice in writing to Purchaser no later than three Business Days prior to the effective date of the assignment, assign any or all of its rights, benefits and obligations under this Agreement to one or more of its direct or indirect, wholly owned Subsidiaries (other than any

SC1:3335029.3

Target Company) or Affiliates; provided, further, that any such assignment shall not relieve Parent of its obligations hereunder; and (b) Purchaser may, following notice in writing to Parent no later than three Business Days prior to the effective date of the assignment, assign, pledge or otherwise transfer any or all of its rights, benefits and obligations under this Agreement to one or more of its direct or indirect, wholly owned Subsidiaries or Affiliates; provided that any such assignment shall not (i) result in any delay in the consummation of the transactions contemplated hereby or (ii) relieve Purchaser of its obligations hereunder. Any attempted assignment in violation of this Section 10.2 shall be null and void. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the Parties and their successors and permitted assigns.

Section 10.3    No Third-Party Beneficiaries. Except as provided in Article VIII or otherwise expressly provided herein, this Agreement is for the sole benefit of the Parties and their permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any Person, other than the Parties and such assigns, any legal or equitable rights hereunder.

Section 10.4    Whole Agreement; Conflict with Other Transaction Documents.

(a)    This Agreement, the other Transaction Documents and the Confidentiality Agreement contain the whole agreement between the Parties relating to the subject matter of this Agreement to the exclusion of any terms implied by Law which may be excluded by contract and supersede any previous written or oral agreement between the Parties in relation to the matters dealt with herein and therein.

(b)    Purchaser acknowledges that it has not been induced to enter this Agreement by any representation, warranty assurance, commitment, statement or undertaking not expressly incorporated into it and agrees that it will not contend to the contrary.

(c)    So far as is permitted by Law, Purchaser agrees and acknowledges that its only right and remedy in relation to any provision of this Agreement shall be for breach of the terms of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising under statute), including any right to rescind this Agreement.

(d)    If there is any inconsistency between the terms of this Agreement and any other Transaction Document, this Agreement shall prevail (as between the Parties and as between any of Parent's Affiliates and any of Purchaser's Affiliates) to the extent of the inconsistency, unless otherwise expressly agreed.

Section 10.5    Costs. Except as otherwise provided herein, each Party shall bear all costs incurred by it in connection with the preparation, negotiation and execution of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, it being understood that in no event shall any Subject Companies bear any out-of-pocket costs and expenses of Parent or any of the Sellers unless such costs and expenses are reflected in the Final Net Asset Value with respect to such Subject Companies. Purchaser shall bear the costs incurred for local notaries for the preparation of the deeds and other documents necessary to effect each Closing as well as the costs incurred for the German notary contemplated by Section 10.7.

SC1:3335029.3

Section 10.6    Governing Law; Consent to Jurisdiction; Specific Performance.

(a)    THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW OR CHOICE OF LAW THAT WOULD HAVE THE EFFECT OF GIVING EFFECT TO THE LAWS OF ANOTHER JURISDICTION).

(b)    Each Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York and in the courts hearing appeals therefrom unless no basis for federal jurisdiction exists, in which event each Party irrevocably consents to the exclusive jurisdiction and venue of the Supreme Court of the State of New York, New York County, and the courts hearing appeals therefrom, for any Action arising out of or relating to this Agreement and the transactions contemplated hereby. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Action, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other than the failure to serve process in accordance with this Section 10.6, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable Law, that the Action in any such court is brought in an inconvenient forum, that the venue of such Action is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable Law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c)    Each Party irrevocably consents to the service of process out of any of the aforementioned courts in any such Action by the mailing of copies thereof by registered mail, postage prepaid, to such party at its address specified pursuant to Section 10.1, such service of process to be effective upon acknowledgment of receipt of such registered mail.

(d)    Each Party expressly acknowledges that the foregoing waivers are intended to be irrevocable under the laws of the State of New York and of the United States of America; provided that consent by Purchaser to jurisdiction and service contained in this Section 10.6 is solely for the purpose referred to in this Section 10.6 and shall not be deemed to be a general submission to said courts or in the State of New York other than for such purpose.

(e)    Each Party acknowledges that, other than as provided in Section 8.8, it would be impossible to determine the amount of damages that would result from any breach of any of the provisions of this Agreement and that, in view of the uniqueness of the subject matter of this Agreement, the remedy at law for any breach, or threatened breach, of any of such provisions would be inadequate and, accordingly, agrees that, other than as provided in Section 8.8, the other Party, in addition to any other rights or remedies which it may have, shall be entitled to specific performance

SC1:3335029.3

of this Agreement and any of the terms of this Agreement (including the respective obligations of Purchaser and Parent under Section 5.5(b), Section 5.5(c), Section 5.6, Section 5.9(e), Section 5.15 and Section 5.18) and such other equitable and injunctive relief available to the Parties from any arbitral tribunal of competent jurisdiction to compel specific performance of, or restrain any party from violating, any of such provisions. In connection with any action or proceeding for equitable and injunctive relief permitted hereunder, other than as provided in Section 8.8, each Party hereby waives any claim or defense that a remedy at law alone is adequate and, to the maximum extent permitted by Law, agrees to have each provision of this Agreement (including the respective obligations of Purchaser and Parent under Section 5.5(b), Section 5.5(c), Section 5.6, Section 5.9(e), Section 5.15 and Section 5.18) specifically enforced against it, without the necessity of posting bond or other security against it, and consents to the entry of equitable and injunctive relief against it enjoining or restraining any breach or threatened breach of any provision of this Agreement.

Section 10.7    Counterparts. The Parties agree to have this Agreement executed and notarized by a notary in Germany after execution of this Agreement by the parties hereto in New York. This Agreement may be executed in any number of counterparts, each of which shall be deemed to constitute an original and all of which shall together constitute one and the same instrument. Subject to the first sentence of this Section 10.7, this Agreement shall become binding when any number of counterparts, individually or taken together, shall bear the signatures of both Parties. Subject to the first sentence of this Section 10.7, this Agreement may be executed and delivered by facsimile or any other electronic means, including “.pdf” or “.tiff” files, and any facsimile or electronic signature shall constitute an original for all purposes.

Section 10.8    Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 10.9    Amendments; Waiver. Any provision of this Agreement may be amended if, and only if, such amendment is in writing and signed by and on behalf of each Party hereto. Any provision of this Agreement may be waived if such waiver is in writing and signed by and on behalf of the Party against whom such waiver is to be enforced. No waiver of any breach of this Agreement will be implied from any forbearance or failure of a Party to take action thereon.

Section 10.10    Payments; Currency Conversion.

(a)    Except to the extent otherwise expressly provided in this Agreement, all payments to be made under this Agreement shall be made in full, without any set off or deduction for or on account of any counterclaim. Any payment to be made under this Agreement shall be effected by crediting for same day value the account specified by the Party entitled to the payment on or before the due date for payment.

(b)    The conversion of any amount determined initially by reference to a foreign currency into Dollars for purposes of testing such amount against the thresholds contained in Section 3.15

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(Contracts) or Section 5.1 (Conduct of the Target Business) shall be made based on the currency conversion rate published in the applicable Bloomberg page at 4:00 p.m., New York City Time, on, (i) with respect the thresholds contained in Section 3.15 (Contracts), the date hereof, and (ii) with respect to the thresholds contained in Section 5.1 (Conduct of the Target Business), the date the relevant action necessitating such testing against such thresholds is taken.

[Signature Page Follows]

SC1:3335029.3

IN WITNESS WHEREOF, Parent, Purchaser and Purchaser Topco have executed this Agreement as of the date first written above.

ALLY FINANCIAL INC.

By:

Name:

Title:

Signature Page to Purchase and Sale Agreement

SC1:3335029.3

GENERAL MOTORS FINANCIAL COMPANY, INC.

By:

Name:

Title:

Solely for purposes of Section 5.3, Section 5.6, Section 5.14(b) and Article X:

GENERAL MOTORS COMPANY

By:

Name:

Title:

Signature Page to Purchase and Sale Agreement

SC1:3335029.3

Schedule A

Target Companies

Part 1

Target Company	Country	Equity Interests			Equity Interest Held in Other Target Companies (Directly or Indirectly)
		Class or Series	Authorized	Issued and Outstanding	Other Target Company	Equity Interest Held1
Ally Mexico Holdings LLC	United States (Delaware)				Ally Credit, S.A. de C.V. Sociedad Financiera de Objeto Múltiple, Entidad No Regulada	999 Clase I Acciones Ordinarias Nominativas (Class I Ordinary Named Shares) (99.9%)
					Servicios GMAC, S.A. de C.V.	499,999 Acciones Ordinarias Nominativas (Ordinary Named Shares) (99.999998%)
Ally Credit, S.A. de C.V. Sociedad Financiera de Objeto Múltiple, Entidad No Regulada	Mexico	Clase I Acciones Ordinarias Nominativas (Class I Ordinary Named Shares), with no par value	1,000	1,000	Servicios GMAC, S.A. de C.V.	1 Acción Ordinaria Nominativa (Ordinary Named Share) (0.000002%)
Servicios GMAC, S.A. de C.V.	Mexico	Acciones Ordinarias Nominativas (Ordinary Named Shares) , of a single series with a par value of MX$0.10	500,000	500,000	N/A	N/A
Banco GMAC S.A.	Brazil	Ações ordinárias nominativas (Common Registered Shares)	N/A	1,046,874,906 shares	GMAC Administradora de Consórcios Ltda.	174,654,188 quotas (99.999996%)
					GMACI Corretora de Seguros S.A.	10,000 shares (100%)
GMAC Administradora de Consórcios Ltda.	Brazil	Quotas	N/A	174,654,195 quotas	N/A	N/A
GMACI Corretora de Seguros S.A.	Brazil	Ações Ordinárias Nominativas (Common Registered Shares)	N/A	10,000 shares	N/A	N/A
GMAC - Prestadora de Serviços de Mão-de-Obra Ltda.	Brazil	Quotas	N/A	3,952,199 quotas	N/A	N/A
GMAC Comercial Automotriz Chile S.A.	Chile	Acciones Ordinarias Nominativas y Sin Valor Nominal (Common, Nominative and Without Value Stock)	4,000	4,000	GMAC Automotriz Limitada	99% of equity interest in GMAC Automotriz Limitada

__________

¹ Amounts in parentheses represent the approximate percentage of the combined direct and indirect Equity Interests of such class or series held by the relevant Target Company as of the date of this Agreement.

SC1:3335029.3                                A-1

Target Company	Country	Equity Interests			Equity Interest Held in Other Target Companies (Directly or Indirectly)
		Class or Series	Authorized	Issued and Outstanding	Other Target Company	Equity Interest Held1
GMAC Automotriz Limitada	Chile	N/A (uncertified equity interest)	N/A	N/A	N/A	N/A
GMAC Colombia S.A. LLC	United States of America				GMAC Financiera de Colombia S.A. Compañía de Financiamiento	3,053,696,995.10547 Acciones Ordinarias Nominativas (Ordinary Named Shares) (94.8999998%)
					GMAC Servicios S.A.S.	47,447 Acciones Ordinarias Nominativas (Ordinary Named Shares) (94.94%)
GMAC Financiera de Colombia S.A. Compañía de Financiamiento	Republic of Colombia	Acciones Ordinarias Nominativas (Ordinary Named Shares)	3,230,769,230	3,217,805,058.07	N/A	N/A
GMAC Servicios S.A.S.	Republic of Colombia	Acciones Ordinarias Nominativas (Ordinary Named Shares)	100,000	50,000	N/A	N/A
GMAC Holdings UK Limited	United Kingdom	Ordinary Shares	N/A	222,696,627	GMAC UK plc	50,000 Ordinary Shares (100%)
GMAC UK plc	United Kingdom	Ordinary Shares	N/A	50,000	N/A	N/A
GMAC Leasing GmbH	Austria	share (Geschäftsanteil)	N/A	1 share with a nominal value of € 70,000	N/A	N/A
GMAC Suisse SA	Switzerland	Nominative Shares (= Registered Shares)	N/A	1,000 shares with a nominal value of CHF 1,000 each	N/A	N/A
GMAC Management GmbH	Germany	share (Geschäftsanteil)	N/A	1 share with a nominal value of € 25,000	GMAC Germany GmbH & Co. KG	0%2
GMAC Germany GmbH & Co. KG	Germany	limited partners' interest (Kommanditanteil)	N/A	one limited partners' interest (Kommanditanteil) in the amount of € 10,000	GMAC Bank GmbH	€ 218,892,541.79 (100%) (direct)
					GMAC Financial Services GmbH	€ 25,000 (100%) (direct)
					Master Lease Germany GmbH	€ 2,300,813.47 (100%) (direct)
					GMAC Leasing GmbH (Germany)	1 share € 26,100 (100%) (indirect)
					GMAC Real Estate GmbH & Co. KG	€ 9,400 (94%) (indirect)

__________

² GMAC Management GmbH acts as the general partner of GMAC Germany GmbH & Co. KG, a partnership, but it does not hold an equity interest in the partnership.

SC1:3335029.3                                A-2

Target Company	Country	Equity Interests			Equity Interest Held in Other Target Companies (Directly or Indirectly)
		Class or Series	Authorized	Issued and Outstanding	Other Target Company	Equity Interest Held1
GMAC Bank GmbH	Germany	share (Geschäftsanteil)	N/A	one share with a nominal value of € 218,892,541,79	GMAC Leasing GmbH (Germany)	1 share € 26,100 (100%) (direct)
					GMAC Real Estate GmbH & Co. KG	€ 9,400 (94%) (indirect)
GMAC Financial Services GmbH	Germany	share (Geschäftsanteil)	N/A	one share in the nominal value of € 25,000	N/A	N/A
Master Lease Germany GmbH	Germany	share (Geschäftsanteil)	N/A	three shares in the nominal value of € 1,127,398,60, € 1,150,406,73 and € 23,008.14 respectively	N/A	N/A
GMAC Leasing GmbH	Germany	share Geschäftsanteil)	N/A	One share with a nominal value of € 26,100	GMAC Real Estate GmbH & Co. KG	€ 9,400 (94%) (direct)
GMAC Real Estate GmbH & Co. KG	Germany	limited partners' interest (Kommanditanteil)	N/A	general partners' interest of € 9,400 and limited partners' interest of € 600	N/A	N/A
GMAC Financial Services AB	Sweden	Serie A Shares Serie B Shares	48,000 (Ratio: 9 Serie A Shares to 1 Serie B Share)	22,140 Shares (of which 19,926 Serie A Shares and 2,214 Serie B Shares)	GMAC Handelsbolag	99.9% of Partnership Interest
GMAC Handelsbolag	Sweden	N/A	N/A	N/A	N/A	N/A
GMAC PEARL B.V.	Netherlands	Ordinary Shares	90,000 shares EUR 90,000	18,000 shares EUR 18,000	N/A	N/A
GMAC Lease B.V.	Netherlands	Ordinary Shares	50,000 shares EUR 22,689,000.	11,501 shares EUR 5,218,923.78	Masterlease Europe Renting, S.L.	278,753 Registered Shares (100%)
GMAC Nederland N.V. (including Belgium branch)	Netherlands (with Belgium branch)	Ordinary Shares	50,000 shares EUR 50,000,000	23,692 shares EUR 23,692,000	GMAC España Financiación, S.A.	Aciones Nominativas (Names Shares) (100%)

SC1:3335029.3                                A-3

Target Company	Country	Equity Interests			Equity Interest Held in Other Target Companies (Directly or Indirectly)
		Class or Series	Authorized	Issued and Outstanding	Other Target Company	Equity Interest Held1
GMAC Continental Corporation (including Belgium Branch)	United States (with Belgium Branch)	One class only	1,000 shares ($10.00) authorized and subscribed	1,000 shares of $0.01 each ($10.00)	GMAC Servicios S.A.S.	1 Acción Ordinaria Nominativa (Ordinary Named Shares) (0.002%)
					GMAC Financial Services AB	8,740 Shares (of which 7,866 Series A Shares and 874 Series B Shares) (39.47606%)
Masterlease Europe Renting, S.L.	Spain	One class only	Fully subscribed, paid up and with identical voting and dividend rights	Registered shares of nominal value of 10 euros each. (278,753*10=EUR 2,787,530)	N/A	N/A
GMAC España Financiación, S.A.	Spain	One class only	The authorized capital has been issued and paid in full by the shareholders	EUR: 16,587,600	N/A	N/A
GMAC Italia SpA	Italy	Ordinary Shares	The authorized capital has been issued and paid in fully by the shareholders	2,100,000 ordinary shares of Euro 10.00 nominal value each representing EUR 21,000,000 corporate capital	N/A	N/A
GMAC Banque S.A.	France	Ordinary Shares	N/A	214,847 Shares (EUR: 8,164,186)	N/A	N/A
GMAC - Instituição Financeira de Crédito, S.A.	Portugal	One class only	The authorized capital has been issued and paid in full by the shareholders	500,000 shares with nominal value of € 20.00 per share EUR: 10,000,000.00	G.M.A.C. - Comércio e Aluguer de Veículos, Lda.	€ 100 capital stock quota (0.20%)
G.M.A.C. - Comércio e Aluguer de Veículos, Lda.	Portugal	One class only	The authorized capital has been issued and paid in full by the shareholders	EUR 49,880,000 of capital stock quotas	N/A	N/A

SC1:3335029.3                                A-4

Part 2

Seller	Target Company	Target Equity Interest3
GMAC International LLC	Ally Credit, S.A. de C.V. Sociedad Financiera de Objeto Múltiple, Entidad No Regulada	1 Clase I Acción Ordinaria Nominativa
IB Finance Holding Company, LLC	Ally Mexico Holdings LLC	(Class I Ordinary Named Share) (0.1%)
Parent	Banco GMAC S.A.	1,046,870,653 shares (99.9996%)
Parent	GMAC - Prestadora de Serviços de Mão-de-Obra Ltda.	3,948,247 quotas
GMAC Commercial LLC	GMAC Comercial Automotriz Chile S.A.	1 Acción ordinaria nominativa y sin valor nominal (Ordinary Nominative and Without Pair Value Shares) (0.025%)
Parent	GMAC Comercial Automotriz Chile S.A.	3,999 Acciones ordinarias nominativas y sin valor nominal (Ordinary Nominative and Without Pair Value Shares) (99.975%)
Parent	GMAC Automotriz Limitada	1% of equity interest in GMAC Automotriz Limitada
Parent	GMAC Financiera de Colombia S.A. Compañía de Financiamiento	164,108,057.961411 (5.1%)
Parent	GMAC Servicios S.A.S.	2,550 Acciones Ordinarias Nominativas (Ordinary Named Shares) (5.1%)
GMAC Commercial LLC	GMAC Servicios S.A.S.	1 Acción Ordinaria Nominativa (Ordinary Named Share) (0.002%)
GMAC International LLC	GMAC Servicios S.A.S.	1 Acción Ordinaria Nominativa (Ordinary Named Share) (0.002%)
Parent	GMAC Colombia S.A. LLC	(100)%

__________

³    Amounts in parentheses represent the approximate percentage of the Target Equity Interest to all issued and outstanding Equity Interests of such class or series.

SC1:3335029.3                                A-5

Seller	Target Company	Target Equity Interest4	Percentage of Purchase Price Allocable to Target Equity Interest
Parent	GMAC Holdings UK Limited	222,696,627 Ordinary Shares (100%)
Parent	GMAC Leasing GmbH (Austria)	€ 70,000 (100%)
Parent	GMAC Suisse SA	1000 shares (100%)
GMAC Holdings GmbH	GMAC Management GmbH	€ 25,000 (100%)
GMAC Holdings GmbH	GMAC Germany GmbH & Co. KG	€ 10,000 (100%)
Parent	GMAC Real Estate GmbH & Co. KG	€ 600 (6%)
Parent	GMAC Financial Services AB	13,400 Shares (of which 12,060 Serie A Shares and 1,340 Serie B Shares) (60.52394%)
GMAC International Holdings B.V.	GMAC Handelsbolag	0.1% of Partnership Interest
GMAC International Holdings B.V.	GMAC PEARL B.V.	18,000 Ordinary Shares having a nominal value of EUR 18,000.00 (100%).
Parent	GMAC Lease B.V.	11,501 Ordinary Shares having a nominal value of EUR 5,218,923.78 (100%)
GMAC International Holdings B.V.	GMAC Nederland N.V.	23,692 Ordinary Shares having a nominal value of EUR 23,692,000.00 (100%)
GMAC International Holdings B.V.	GMAC Italia SpA	2,091,600 ordinary shares having a nominal value of EUR 20,916,000 (99.6%)
GMAC International LLC	GMAC Italia SpA	8,400 ordinary shares having a nominal value of EUR 84,000 (0.4%)
GMAC International Holdings B.V.	GMAC Banque S.A.	212,825 Shares (99.06%)
GMAC Holdings (No. 1) B.V.	GMAC - Instituição Financeira de Crédito, S.A.	494,940 shares (98.99%)
GMAC International LLC	GMAC - Instituição Financeira de Crédito, S.A.	5,000 shares (1.01%)
GMAC Holdings (No. 1) B.V.	G.M.A.C. - Comércio e Aluguer de Veículos, Lda.	€ 49,780 capital stock quota (99.80%)
Parent	GMAC Continental Corporation (including Belgium Branch)	1,000 Shares (100%)

__________

⁴ Amounts in parentheses represent the approximate percentage of the Target Equity Interest to all issued and outstanding Equity Interests of such class or series.

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Schedule B

Jurisdiction-Specific Closing Deliverables

Parent shall deliver, or cause to be delivered, to Purchaser each of the following:

Mexico

1. All shares certificates representing the Target Equity Interests in Ally Credit, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada held by GMAC International LLC duly endorsed in property in favor of the Purchaser;

2. Copy of the Mexican Trademark Assignment;

3.The Shareholders' Meetings Minutes Book, Stock Registry Book (evidencing the transfer of the Target Equity Interests in Ally Credit, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada held by GMAC International LLC in favor of the relevant Acquiring Entity) and Capital Variations Book and the Board of Directors' Meetings Minutes Book for each of Ally Credit, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad No Regulada and Servicios GMAC, S.A. de C.V.

Brazil

1. An updated Registered Shares Transfer Book (Livro de Transferência de Ações Nominativas) and Registered Shares Book (Livro de Registro de Ações Nominativas) Banco GMAC S.A. evidencing the transfer to Purchaser of the Target Equity Interests in such Person;

2. A duly executed amendment to the by-laws of GMAC Prestadora de Serviços de Mão-de-Obra Ltda. transferring to Purchaser the Target Equity Interests in such Person;

3. Copy of the Brazilian Trademark Assignment;

4. Originals of the following valid debt clearance certificates (negative or positive with negative effects) for the Brazilian Target Companies: (a) Certidão Conjunta Negativa de Débitos relativos a Tributos Federais e quanto à Dívida Ativa da União, issued by Secretaria da Receita Federal e Procuradoria-Geral da Fazenda Nacional; (b) Certidão Negativa de Débito - CND, issued by Secretaria da Receita Previdenciária; and (c) Certificado de Regularidade do Fundo de Garantia por Tempo de Serviço - FGTS, issued by Caixa Econômica Federal.

Chile

1. One or more certificates representing the Target Equity Interests in GMAC Comercial Automotriz Chile S.A., together with a customary and reasonable “traspaso de acciones”, duly executed and attested in favor of Purchaser;

2. An updated shareholders registry for GMAC Comercial Automotriz Chile S.A. evidencing the transfer of the Target Equity Interests in such Person;

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3. An assignment deed (Escritura Pública de Cesión de Derechos Sociales y Modificación de Estatutos) with respect to the Target Equity Interests in GMAC Automotriz Limitada in favor of Purchaser, duly executed before a Chilean notary public;

Colombia

1. One or more certificates representing the Target Equity Interests in GMAC Financiera de Colombia S.A. Compañía de Financiamiento and GMAC Servicios S.A.S., duly endorsed (endoso) in the name of Purchaser;

2. An updated stock ledger for each of GMAC Financiera de Colombia S.A. Compañía de Financiamiento and GMAC Servicios S.A.S. evidencing (i) the cancellation of the Target Equity Interests held by Parent; and (ii) the transfer and registration in the stock ledger of the Target Equity Interests in each of GMAC Financeria de Colombia S.A. Compañía de Financiamiento and GMAC Servicios S.A.S. in favor of Purchaser;

3. Evidence of the previous notice sent to GMAC Servicios S.A.S. informing the proposed transfer of Target Equity Interests.

4. Copy of the registration of the Colombian Trademark Assignment Agreement delivered to and filed with the Superintendency of Industry and Commerce.

5. Issuance of new Target Equity Interests in GMAC Financiera de Colombia S.A. Compañía de Financiamiento and GMAC Servicios S.A.S, in favor of Purchaser;

6. Copy of Colombian Domain Names Assignment, duly registered before the domain name registrar; as well as evidence of the perfection of the transfer of the domain names before such registrar;

7. Within thirty (30) days of Closing, Parent shall deliver a copy of any tax return, duly filed before the Colombian Tax Authority for the payment of any capital gains tax triggered by the Closing.

Italy

1. One or more certificates representing the Target Equity Interests in GMAC Italia SpA, duly endorsed and notarized in the name of Purchaser;

2. Shareholders' waiver relating to their respective pre-emption right as provided by the by-laws.

Netherlands

1. The original shareholders' register of each of the Dutch Target Companies which (i) reflects the Sellers as the beneficial and legal owners of the relevant Target Equity Interests and (ii) evidences that there are no Encumbrances on the relevant Target Equity Interests;

2. Original powers of attorney authorizing the transfer of the Target Equity Interests in the Dutch Target Companies and the execution of any relevant deed in relation thereto, duly executed and legalized on behalf of the Sellers and the Dutch Target Companies, together with certified

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true copies of their representing signatories' valid passports and, with respect to any Seller that is not incorporated and existing under the Law of the Netherlands, a statement from an independent legal counsel admitted in the relevant jurisdiction confirming that such Seller's representing signatories have the authority to act on behalf of such Seller and that such Seller has the corporate authority to enter into such power of attorney; in each case, in such form as may reasonably and customarily be required by the notary designated to execute any such deed; and such powers of attorney to authorize any lawyer employed by the firm with which the notary is affiliated to execute or cause the execution of such transfer and any such deed; such powers of attorney need to include an apostille pursuant to the Convention of October 5, 1961 Abolishing the Requirement of Legalization of Foreign Public Documents;

3. If so required under the articles of association of any Dutch Target Company, an original shareholders' resolution approving the transfer of the Target Equity Interests in such Target Company by the relevant Seller to Purchaser, subject to and in accordance with such articles of association;

4. A share purchase agreement between the Parties, duly executed by Parent, whereby (i) Parent actually sells to Purchaser, and Purchaser actually purchases from Parent, the Target Equity Interests in the Dutch Target Companies and (ii) the Parties agree to cause the Target Equity Interests in each Dutch Target Company to be transferred by the applicable Seller to Purchaser by way of the execution before a civil-law notary admitted in the Netherlands as designated by Purchaser of a notarial deed of share transfer on terms which shall not modify the terms of, or contain any conditions other than set forth in, this Agreement;

5. An original deed of assignment duly executed by and between Parent, on the one hand, and each relevant Seller of each Dutch Target Company, on the other hand, whereby (i) Parent assigns its rights and obligations in respect of the sale and purchase of the Target Equity Interests in the Dutch Target Companies to each such Seller subject to and in accordance with Section 10.2, and (ii) each such Seller agrees to sell and transfer the Target Equity Interests in any relevant Dutch Target Company to Purchaser, in performance of Parent's obligations under this Agreement;

such (1) original shareholders' registers, (2) original powers of attorney, (3) original shareholder's resolution, (4) original share purchase agreement and (5) original deed of assignment, in each case, to be delivered to such notary.

France

1. Duly completed and dated share transfer forms (ordres de mouvement) for the Target Equity Interests in GMAC Banque S.A., duly executed in favor of Purchaser;

2. Originals of the share transfer register (registre de mouvement de titres) and shareholders' accounts (comptes individuels d'actionnaires) of GMAC Banque S.A. duly evidencing the transfer of the Target Equity Interests in GMAC Banque S.A. in favor of Purchaser as contemplated herein;

3. Duly completed dated and executed tax certificates (formulaires Cerfa n°2759 DGI) in connection with the transfer of the Target Equity Interests in GMAC Banque S.A.

Germany

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1. Agreement on the transfer of the Target Equity Interests in GMAC Management GmbH, duly signed and executed by Purchaser in the form of a German notarial deed on terms which shall not modify the terms of, or contain any conditions other than set forth in the Agreement;

2. Agreement on the transfer of the Target Equity Interests in GMAC Germany GmbH & Co. KG, duly signed and executed by Purchaser in the form of a German notarial deed on terms which shall not modify the terms of, or contain any conditions other than set forth in the Agreement;

3. Copy of the German Trademark Assignment.

Austria

1. Agreement on the transfer of the Target Equity Interest in GMAC Leasing GmbH, Austria, duly signed and executed by Seller and Purchaser in the form of an Austrian notarial deed on terms which shall not modify the terms of, or contain any conditions other than set forth in the Agreement;

2. Copy of the Austrian Trademark Assignment.

Sweden

1. An updated share register of GMAC Financial Services AB evidencing the transfer of the Target Equity Interests in GMAC Financial Services AB to Purchaser;

2. An instrument in writing evidencing the transfer of the Target Equity Interests in GMAC Handelsbolag to Purchaser;

3. Copy of the Swedish Trademark Assignment;

4. A completed notification form to be sent to the Swedish Companies Registration Office (Sw. Bolagsverket) regarding the change of partners in GMAC Handelsbolag, as well as documentary evidence of receipt of notifications from the Swedish Companies Registration Office (it being acknowledged by the Parties that such documentary evidence will not be available at the Closing Date, but that the Purchaser will deliver the documentary evidence as soon as practically possible after receiving the documentary evidence from the Swedish Companies Registrations Office).

Switzerland

1. Share transfer agreement (Abtretungsvertrag), duly signed by Parent, in relation to all shares in GMAC Suisse SA., the terms of which shall not modify the terms of, or contain any conditions other than set forth in, this Agreement;

2. A circular resolution of all board members of GMAC Suisse SA to enter Purchaser as new and sole shareholder in the share register as of closing, which circular resolution must be signed by all board members of GMAC Suisse SA;

3. Copy of the Swiss Trademark Assignment;

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4. An updated version of the share register of May 15, 2012 of GMAC Suisse SA evidencing the transfer of the Target Equity Interests to Purchaser, which new share register must be signed by all board members of GMAC Suisse SA.

United Kingdom

1. Duly completed and signed transfers of the Target Equity Interests in GMAC Holdings UK Limited in favor of Purchaser, together with the relevant certificates representing such Target Equity Interests;

2. Certificates of incorporation of the UK Target Companies;

3. The statutory and minute books of each of the UK Target Companies complete and up to date up to the Business Day immediately prior to Closing, and share certificate books of each of the UK Target Companies (together with all unused share certificate forms);

4. A letter of resignation as auditor for the UK Target Companies Deloitte & Touche LLP confirming they (a) have no outstanding claims of any kind and (b) have complied with Section 519 of the Companies Act 2006;

5. Authentication codes for the UK Target Companies for the Companies House webfiling service;

6. A customary power of attorney n favor of Purchaser regarding the operation of the GMAC Holdings UK Limited prior to payment by Purchaser of necessary stamp duties and entry of Purchaser into the registry of members of GMAC Holdings UK Limited;

7. A certified copy of a duly passed resolution of the board of directors of GMAC Holdings UK Limited approving, subject only to stamping, the transfer of the Target Equity Interests in GMAC Holdings UK Limited to Purchaser. The transfer can only be entered in the register of members with director approval.

United States

1. An updated ownership schedule evidencing the transfer of the Target Equity Interests in Ally Mexico Holdings LLC to Purchaser;

2. An updated ownership schedule evidencing the transfer of the Target Equity Interests in GMAC Colombia S.A. LLC to Purchaser.

Spain

1. Copy of the Spanish Trademark Assignment.

Portugal

1. Declarations under the terms and for the purposes set forth in article 102 of the Portuguese Securities Code, requiring the registration of the transfer of the shares representing the share

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capital of GMAC - Instituição Financeira de Crédito, S.A.which are owned by GMAC Holdings (No.1) B.V. and GMAC International LLC in favor of the Purchaser;

2. Nominative shares certificates representing the shares owned by GMAC Holdings (No.1) B.V. and GMAC International LLC, duly endorsed (“endosso”) in favor of the Purchaser;

3. An updated share ledger of GMAC - Instituição Financeira de Crédito, S.A. (“Registo de Emissão de Valores Mobiliários”) evidencing the transfer and registration of the shares representing the share capital of GMAC - Instituição Financeira de Crédito, S.A. which are owned by GMAC Holdings (No.1) B.V. and GMAC International LLC in favor of the Purchaser;

4. Legally required statutory books of GMAC - Instituição Financeira de Crédito, S.A., duly signed and up to date up to the Business Day immediately prior to Closing (including accounting books, if existing);

5. Certificate of registration of GMAC - Instituição Financeira de Crédito, S.A. as an insurance agent (“Agente de seguros”) issued by the Instituto de Seguros de Portugal;

6. Separate Share Purchase Agreement (“Contrato de Cessão de Quotas”) executed between GMAC Holdings (No.1) B.V. and the Purchaser, for the transfer of the shares representing 99.80% of the share capital of G.M.A.C - Comércio e Aluguer de Veículos, Lda., confirming that GMAC - Comércio e Aluguer de Veículos, Lda. holds no real estate properties (for the purpose of making proof for exemption of payment of real estate transfer tax - IMT), the terms of which shall not modify the terms of, or contain any conditions other than set forth in, this Agreement;

7. Registration request addressed to G.M.A.C - Comércio e Aluguer de Veículos, Lda. through which GMAC Holdings (No.1) B.V. requests the mandatory commercial registration of the transfer of the shares representing 99.80% of the share capital of G.M.A.C - Comércio e Aluguer de Veículos, Lda. in favor of the Purchaser;

8. Updated and valid declaration issued by the Portuguese Social Security evidencing that G.M.A.C - Comércio e Aluguer de Veículos, Lda. has no debts towards the Portuguese Social Security;

9. Legally required statutory books of G.M.A.C - Comércio e Aluguer de Veículos, Lda., duly signed and up to date up to the Business Day immediately prior to Closing (including accounting books, if existing).

Greece

Purchaser shall deliver, or cause to be delivered to the relevant Seller each of the following:

1. Copy of the Greek Trademark Assignment.

Chile

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1. The “traspaso de acciones” referred to in Item 1 under the heading “Chile” in the list of items deliverable by Parent in this Schedule B, duly countersigned by Purchaser;

2. Acknowledgement of receipt of the delivery of the certificates referred to in Item 1 under the heading “Chile” in the list of items deliverable by Parent in this Schedule B, by signing the corresponding slip in the Share Certificates Booklet (talonario de acciones); and

3. The assignment deed referred to in Item 3 under the heading “Chile” in the list of items deliverable by Parent in this Schedule B, duly executed by Purchaser before the Chilean notary public referenced in such item.

Colombia

1. Copy of the Colombian Trademark Assignment.

Netherlands

1. Original powers of attorney authorizing the transfer of the Target Equity Interests in the Dutch Target Companies and the execution of any relevant deed in relation thereto, duly executed and legalized on behalf of Purchaser, together with certified true copies of their representing signatories' valid passports and, with respect to Purchaser, a statement from an independent legal counsel admitted in the relevant jurisdiction confirming that Purchaser's representing signatories have the authority to act on behalf of Purchaser has the authority to enter into such power of attorney; in each case, in such form as may reasonably and customarily be required by the notary designated to execute any such deed; and such powers of attorney to authorize any lawyer employed by the firm with which the notary is affiliated to execute or cause the execution of such transfer and any such deed; such powers of attorney need to include an apostille pursuant to the Convention of October 5, 1961 Abolishing the Requirement of Legalization of Foreign Public Documents;

2. A share purchase agreement between the Parties, duly executed by Purchaser, whereby (i) Parent actually sells to Purchaser, and Purchaser actually purchases from Parent, the Target Equity Interests in the Dutch Target Companies and (ii) the Parties agree to cause the Target Equity Interests in each Dutch Target Company to be transferred by the applicable Seller to Purchaser by way of the execution before a civil-law notary admitted in the Netherlands as designated by Purchaser of a notarial deed of share transfer on terms which shall not modify the terms of, or contain any conditions other than set forth in, this Agreement.

Sweden

1. An instrument in writing evidencing that Purchaser acquires all the rights and assumes all the obligations relating to the Target Equity Interests in GMAC Handelsbolag and adheres to the partnership agreement governing GMAC Handelsbolag;

2. A completed notification form to be sent to the Swedish Companies Registration Office (Sw. Bolagsverket) regarding the change of partners in GMAC Handelsbolag, as well as documentary evidence of receipt of notifications from the Swedish Companies Registration Office (it being acknowledged by the Parties that such documentary evidence will not be available at the Closing Date, but that the Purchaser will deliver the documentary evidence

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as soon as practically possible after receiving the documentary evidence from the Swedish Companies Registrations Office);

3. Minutes of an extraordinary meeting of the shareholders of GMAC Financial Services AB whereby the shareholders resolve upon appointment of new members of the board of directors and other resolutions applicable, e.g., new auditor, new articles of association;

4. A completed notification form to be sent to the Swedish Companies Registration Office (Sw. Bolagsverket) regarding the resignation of the members of the board of directors and the auditor and other resolutions of GMAC Financial Services AB, as well as documentary evidence of receipt of notifications from the Swedish Companies Registration Office (it being acknowledged by the Parties that such documentary evidence will not be available at the Closing Date, but that the Purchaser will deliver the documentary evidence as soon as practically possible after receiving the documentary evidence from the Swedish Companies Registrations Office).

Italy

1. Letter in the name and on behalf of the new shareholder(s) of GMAC Italia SpA, undertaking (a) not to propose or vote in favor of a shareholders resolution concerning an action against the resigning members of the corporate bodies for their liability vis-à-vis the Italian Target Company or its shareholders, and (b) to indemnify and hold the resigning members of the corporate bodies harmless in the event such action is initiated;

France

1. Duly completed dated and executed share transfer forms (ordres de mouvements de titres) and tax certificates (formulaires Cerfa n°2759 DGI) in connection with the transfer of the Target Equity Interests in GMAC Banque S.A.;

2. A certificate of a duly authorized officer of the Purchaser certifying that the Purchaser Required Governmental Approvals have been obtained, with all relevant authorizations attached thereto.

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Schedule C

Agreed Accounting Principles

The Agreed Accounting Principles follow GAAP in all material respects, except that the Agreed Accounting Principles do not include all of the information and notes required by GAAP for complete financial statements; provided, however, that the following denotes specific applications of these principles and certain conventions followed by certain entities due to immateriality and/or operational considerations:

1) Loan Origination Costs - ASC 310-20 Receivables - Nonrefundable Fees and Other Costs (previously SFAS 91).

a) Operations other than GMAC UK do not defer and amortize certain internal costs directly related to specified activities performed by the country for the origination of finance receivables. Instead these costs are recognized as operating expenses in the period incurred.

b) GMAC Sweden does not defer certain loan origination fees and instead recognizes them as revenue in the period received.

2) Revenue Recognition:

a) GMAC Germany does not recognize interest revenue on finance contracts in the first month they are originated. Instead the revenue associated with the first payment installment is recognized in the following month, delaying revenue recognition, and resulting in a full month's revenue being recognized in the last month of the contract.

b) Insurance - Commissions: According to FASB ASC 942-605, commissions received from independent insurers for policies issued to finance customers should be deferred and systematically amortized to income over the life of the related insurance contracts because the insurance and lending activities are integral parts of the same transactions.

i) In the UK and Italy, most insurance commissions are recognized on an actuarial basis over the life of the finance receivables. GMAC Italy recognizes auto insurance commissions on a cash basis.

ii) GMAC Brazil defers auto insurance commissions and amortizes them straight line over 12 months, but all other insurance commissions are recognized upon receipt.

iii) Colombia recognizes unemployment and extended warranty insurance commissions on a cash basis.

iv) Ally Mexico recognizes extended warranty insurance commissions on a cash basis.

3) Securitization

a) Brazil FIDC is a wholesale securitization VIE that Brazil should fully consolidate. The Brazilian Investment Regulatory environment precludes Banco GMAC from obtaining complete financial information on its FIDC fund. Due to this lack of information on the totality of the FIDC, GMAC Brazil accounts for the FIDC as follows:

i) the cash received from the transfer of the wholesale receivables as third party secured debt,

ii) the equity book value of the FIDC as an “other asset” as a proxy for the investment securities held by the fund,

iii) the wholesale receivable purchase discount as a proxy for third party interest expense, and

iv) the monthly change in the book value of the FIDC's equity as other revenue as a proxy for the income from the short term investments.

4) Charge-offs & repossessions

a) Consumer

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i) Consumer accounts are generally charged off once a legal process begins or an account reaches 120 days past due (DPD), whichever is sooner. Charge offs are performed via a manual “snapshot” approach, whereby all accounts in “legal” status or aged more than 120 dpd at month end are partially charged-off to their net realizable value.

ii) In Europe, however, as there is no systematic tracking in place to enable these loans to be permanently charged-off, a borrower may pay her account current in the subsequent period resulting in the account falling out of the next period's snapshot and the charge-off effectively being reversed.

iii) Consumer risk personnel estimate a recovery rate for each country. The recovery rate is used to estimate the net realizable value (NRV) of the collateral and ultimately the charge-off amount (Charge-off equals outstanding balance less NRV).

iv) LAO countries fully charge-off accounts (NRV equals zero) once they reach 360 days past due.

v) Italy fully charges-off accounts that reach 150 days past due. Other European countries fully charge-off accounts (NRV equals zero) once they are deemed uncollectable by the collections staff.

b) Commercial - are reviewed on a case-by-case basis to determine likelihood of repayment and charged off or written down to net realizable value at no more than 360 days past due.

c) Consumer Repossessed Vehicles in LAO - due to the uncertainty in length of time required to obtain necessary legal authorizations to sell repossessed vehicles in the LAO countries, repossessed vehicles are not reclassed to other assets and written down to net realizable value. Instead they remain recorded as a non-performing receivable and follow the consumer charge-off accounting described above. Proceeds on sale of a repossessed vehicle are recorded as a payment against the NRV of the receivable. Any amounts recovered in excess of the NRV of the receivable are recorded as an offset to charge-offs.

5) Derivative Accounting - interest accruals and cash payments related to derivatives are recorded in the legal entity holding the derivative position. The market values of these derivatives are recorded centrally on another Ally legal entity and not on the actual legal entity holding the position.

6) Lease Accounting - certain lease transactions in Austria which should be accounted for as finance leases are accounted for as operating leases due to system constraints.

7) Wholesale receivables with retention of title - in certain countries, IO entities hold legal title to the underlying vehicles to enhance our security position in floorplan financing transactions. We account for these transactions as wholesale receivables.

8) Legal contingencies and reserves - reserves are established for litigation matters that have a probability of loss of 70% or greater. The reserve is set equal to the estimated amount of loss provided by internal or external counsel in accordance with GAAP.

a) Labor claims with a 70% probability of loss in Brazil are reserved at 90% of the claimed amount, based on historical payout analysis.

b) Colombia reserves for litigation cases with >50% probability of loss.

9) Non-Income tax contingencies and reserves - reserves are established for litigation matters that have a probability of loss of 70% or greater. The reserve is set equal to the estimated amount of loss interest and penalties as provided by internal or external tax advisors.

a) ISS tax cases are reserved using a portfolio approach due to the number of different municipalities involved and the instances at which these could be discussed, there is no certainty on how these cases will be judged and closed. Brazil reserves for these cases at 50% of the claimed amount.

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b) Legal Obligations represent cases where Brazil is contesting the constitutionality of a tax being charged to the company. These cases are viewed as gain contingencies and therefore are reserved for at 100% of the tax plus penalties and interest until a final decision is issued. An example of this legal obligation concept is the PIS/COFINS (Revenue Tax) case where Brazil argues the constitutionality of the charge, and where even though the external counsel deems the lawsuit to have a remote probability of loss, GMAC still carries the total reserve of the claim on its' books.

In addition, if the Liabilities incurred by Parent and its Affiliates (including each Target Company prior to the Closing associated with such Target Company) with respect to the costs and expenses associated with the audit and preparation of the Audited Financial Statements, the audit report and comfort letters (the “Incurred Audit Expenses”) in connection therewith is greater than 50% of the total amount of such costs and expenses (the “Allocated Audit Expenses”), then an amount of such Liabilities equal to the difference between the Incurred Audit Expenses and the Allocated Audit Expenses shall be expressly disregarded for all purposes of the Agreed Accounting Principles.

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Schedule D

Reference Closing Statement

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Exhibit 1

Form of Transition Services Agreement

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Exhibit 2

Form of Transitional Trademark License Agreement

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Schedule 1.1(a) Agreed Derivative Valuation Principles

Value of Derivative Transactions

In connection with determining the Net Derivative Value, the value of each Derivative Transactions will be determined based on the most recent valuation used by the counterparty to the Derivative Transaction for the purpose of determining the margin to be provided by Parent or its Controlled Affiliates in respect of the Derivative Transaction (the “Counterparty Valuation”), provided that, if contemporaneous Counterparty Valuations are not available for a Derivative Transaction (e.g., an illiquid Derivative Transactions) the parties shall work in good faith to agree a value for that Derivative Transaction.

Purchaser Derivative Termination Obligations

In connection with determining the out-of-pocket expenses incurred by Parent or its Controlled Affiliates in connection with the termination of Derivative Transactions, the expense will be based on the difference between the most recent Counterparty Valuation prior to the termination (expected to be as of the first or second preceding trading day) and the amount received or paid by Parent or its Controlled Affiliates in connection with the termination, provided that, if Counterparty Valuations are not available for a Derivative Transaction (e.g., an illiquid Derivative Transactions) the parties shall work in good faith to agree to the out-of-pocket expense for the termination of the Derivative Transaction.

Potential Valuation Adjustments

If with respect to the value of Derivative Transactions or Purchaser Derivative Termination Obligations a party believes that the valuation determination for a Derivative Transaction or the cost of terminating a Derivative Transaction does not reflect the appropriate value for the relevant Closing Date due to market changes between the date used for valuation and such Closing Date, the parties shall work in good faith to agree a Closing Date value for (or cost of terminating) that Derivative Transaction.  

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Schedule 1.1(b) (Brazilian Target Companies)

1. Banco GMAC S.A.

2. GMAC Administradora de Consórcios Ltda.

3. GMACI Corretora de Seguros S.A.

4. GMAC - Prestadora de Serviços de Mão-de-Obra Ltda.

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Schedule 1.1(c) (Dutch Target Companies)

1.    GMAC Pearl B.V.

2.    GMAC Lease B.V.

3.    GMAC Nederland N.V.

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Schedule 1.1(d) (European Target Companies)

1. GMAC Holdings UK Limited

2. GMAC UK plc

3. GMAC Leasing GmbH (Austria)

4. GMAC Suisse SA

5. GMAC Management GmbH

6. GMAC Germany GmbH & Co. KG

7. GMAC Bank GmbH

8. GMAC Financial Services GmbH

9. Master Lease Germany GmbH (Germany)

10. GMAC Leasing GmbH

11. GMAC Real Estate GmbH & Co. KG

12. GMAC Financial Services AB

13. GMAC Handelsbolag

14. GMAC PEARL B.V.

15. GMAC Lease B.V.

16. GMAC Nederland N.V.

17. Masterlease Europe Renting, S.L.

18. GMAC España Financiación, S.A.

19. GMAC Italia SpA

20. GMAC Banque S.A.

21. GMAC - Instituição Financeira de Crédito, S.A.

22. G.M.A.C. - Comércio e Aluguer de Veículos, Lda.

23. GMAC Continental Corporation (including Belgium Branch)

SC1:3335029.3

Schedule 1.1(e) (French Target Company)

1. GMAC Banque S.A.

SC1:3335029.3

Schedule 1.1(f) (German Target Companies)

1. GMAC Management GmbH

2. GMAC Germany GmbH & Co. KG

3. GMAC Bank GmbH

4. GMAC Financial Services GmbH

5. Master Lease Germany GmbH

6. GMAC Leasing GmbH (Germany)

7. GMAC Real Estate GmbH & Co. KG

SC1:3335029.3

Schedule 1.1(g) (MCC Target Companies)

1. Ally Mexico Holdings LLC

2. Ally Credit, S.A. de C.V., Sociedad Financiera de Objeto Múltiple, Entidad no Regulada

3. Servicios GMAC S.A. de C.V.

4. GMAC Comercial Automotriz Chile S.A.

5. GMAC Automotriz Limitada

6. GMAC Colombia S.A. LLC

7. GMAC Financiera de Colombia S.A. Compañía de Financiamiento

8. GMAC Servicios S.A.S.

SC1:3335029.3

Schedule 1.1(h) Restricted Region

Brazil

• Brazil

MCC

• Mexico

• Colombia

• Chile

Europe

• Germany

• Austria

• Switzerland

• Belgium

• Luxembourg

• Netherlands

• France

• Sweden

• United Kingdom

• Italy

SC1:3335029.3

Schedule 1.1(i) (UK Target Companies)

1. GMAC Holdings UK Limited

2. GMAC UK plc

SC1:3335029.3

Schedule 2.8 (Fiscal Residence of Purchasing Entity)

Fiscal Residence of Purchasing Entity	Jurisdiction of Target Company
US	Mexico (including its U.S. parent)
US	Brazil
US	Colombia (including its U.S. parent)
US or Chile	Chile
US or UK	Europe (other than Germany)
US, UK, Germany or Switzerland	Germany
US or UK	China

SC1:3335029.3

Schedule 3.8(q) Net Deferred Tax Asset

SC1:3335029.3

Schedule 3.8(u) (UK)

(a)All claims made by any Target Company for Group Relief were valid when made and have been or will be allowed by way of relief from corporation tax.

(b)Each Target Company which is resident in the UK is: (i) properly registered for the purposes of VATA; and (ii) has made, given, obtained and kept up to date, full and accurate records, invoices and documents appropriate or required for the purposes of VATA. No Target Company is a member of a group of companies for the purposes of Section 43 of VATA (groups of companies). No Target Company, nor any company of which it is a relevant associate within the meaning of paragraph 3(7), Schedule 10 VATA (election to waive exemption) has elected to waive exemption under paragraph 2 of Schedule 10 in relation to any land.

For purposes of the representations and warranties in this Schedule 3.8(u), the following terms have the meanings set forth below:

“CTA 2010” means Corporation Tax Act 2010.

“Group Relief” means any loss, allowance or other amount eligible for surrender by way of group relief in accordance with the provisions of Part 5 CTA 2010, any advance corporation tax eligible for surrender pursuant to Section 240 ICTA (prior to amendment by Finance Act 1998) or any refund of tax eligible for surrender pursuant to section 963 CTA 2010.

“ICTA” means Income and Corporation Taxes Act 1988.

SC1:3335029.3

Schedule 3.8(v) (FRANCE)

a)None of the Target Companies shall be jointly liable for any Tax liability of any third party. In particular, without limitation: (i) no Target Company has acted, in respect of the period during which a competent Taxing Authority is entitled to make a Tax audit or inquiry, as agent or Tax representative of a third party for VAT purposes; and (ii) each Target Company and any direct and indirect holder of a participation in that Target Company (within the meaning of article 990 D of the French Tax Code) have complied (where applicable) with all declaration obligations for the purpose of obtaining exemption or relief from the 3% tax under articles 990 D to 990 H of the French Tax Code or have duly paid the relevant 3% tax contribution.

b)All necessary steps (including preparation of all necessary documentation) have been taken by the Sellers in relation to archiving, collecting data and ensuring entries are traceable so that Purchaser and the Target Companies will be in a position to comply with the requirements of articles L13, L47A and L102.B of the French Tax Procedure Code (Livres des procédures fiscales). In the event of a Tax audit of the Target Companies' computerized systems, the Target Companies are and will be in a position to conduct the Tax audit in an appropriate manner in order to meet all the requirements provided for by articles L13, L47A and L102.B of the French Tax Procedure Code, including in particular the preserving of data, software, computerized systems, computers and IT materials, so that the French Tax Authorities would be in a position to work on the IT and accounting data and to process them again as required by the above-mentioned articles L13, L47A and L102.B of the French Tax Procedure Code.

c)None of the Target Companies is a real estate company (société à prépondérance immobilière) within the meaning of Article 726 of the French Tax Code (Codegénéral des impôts).

SC1:3335029.3

Schedule 3.8(w) (GERMANY)

(a)All tax consolidations (Organschaften) and all profit and loss pooling agreements between Target Companies will be accepted for all Tax purposes as declared in the Tax Returns of the Target Companies, unless such non-acceptance is based on (i) activities of the Purchaser or the Target Companies after the Closing Date or (ii) changes in Law after the Closing Date.

(b)None of the Target Companies (i) qualifies as an intermediate company (Zwischengesellschaft) according to the German Foreign Tax Act or as a foreign base company (Basisgesellschaft), (ii) maintains a permanent establishment which meets the requirements in Section 20 para 2 German Foreign Tax Act (AStG), or (iii) is or has been participating in any undertaking as described in clauses (i) or (ii).

(c)The Target Companies have not built up any reserves (Rücklagen), e.g. reserves pursuant to Section 6b German Income Tax Act (EStG), or similar balance sheet items (e.g. Sonderposten mit Rücklagenanteil) at or prior to the Closing Date, which may have to be dissolved with tax effect after the Closing Date.

(d)No tax rated holding or watching periods, including periods mentioned in Section 22 German Reorganization Tax Act (UmwStG), having commenced at or prior to the Closing Date are still relevant for any Target Company after the Closing Date.

(e)To the extent that any of the Target Companies has to pay input tax adjustment amounts (Vorsteuerkorrekturbeträge) as defined in Section 15a German Value Added Tax Act (UStG) to its competent Taxing Authority caused by the change in the circumstances relevant for the input tax deduction prior to or on the Closing Date, Parent shall reimburse Purchaser for the corresponding input tax adjustment amounts.

(f)For actual and contingent Taxes attributable to periods prior to and including the Closing Date, each Target Company has sufficiently provided or accrued for by way of specific provisions or specific liabilities for the relevant financial year in the respective financial statements of the relevant Target Company in accordance with German accounting principles on the basis of the German Commercial Code.

SC1:3335029.3

Schedule 3.8(x) (NETHERLANDS)

(a)With respect to any Target Company that is incorporated and existing under the Law of the Netherlands:

(i)No such Target Company has ever been a real estate investment company within the meaning of Article 4 of the Netherlands Legal Transfer Act 1970 (Wet op belastingen van rechtsverkeer 1970);

(ii)in the current financial year and the previous five (5) financial years, no claim for an exemption or exemption from Tax in connection with a reorganization or merger has been applied with respect to any such Target Company; and

(iii)any reorganization or merger coming into effect before the Closing Date will not give rise to the assessment or payment of Tax with respect to any such Target Company after the Closing Date.

SC1:3335029.3

Schedule 5.17 (Parameters for Senior Unsecured Delayed Draw Term Loan)

Facility	The amount of the Loan is equal to the amount of European Intercompany Loans not purchased by the Purchaser pursuant to Section 5.17(c). 1. Tranche A: Up to $2.0 billion, funded upon the Closing in respect of the European Target Companies. 2. Tranche B: Any amount in excess of $2.0 billion funded upon the Closing in respect of the European Target Companies, with a dollar cap of $2.5 billion.
Guarantors	The facility is to be guaranteed by the same entities that guarantee GMF's existing 6.75% Senior Unsecured Notes due in 2018.
Tenor	1. Tranche A: The earlier of (1) the occurrence of any Termination in Section 9.1 of this Agreement or (2) the later of, the closing date of (a) the MCC Target Companies (excluding De Minimis Target Companies) or (b) Brazilian Target Companies or (3) 364 days from the funding date. 2. Tranche B: 364 days after Tranche A due date.
Indicative Funded Pricing (as of November 21, 2012)	1. Tranche A: L + 300 bps. 2. Tranche B: L + 375 bps.
Optional Prepayments	Pre-payable anytime.
Change of Control	Identical to the Change of Control provisions in GMF's 6.75% Senior Unsecured Notes due in 2018.
Syndication	Ally may syndicate up to 50% of any future commitment.
Covenants and Other Terms (unless specified here)	Usual and customary for transactions of this type.
Other Fees	To be determined based on market conditions at the time of the commitment.

SC1:3335029.3

Schedule 6.2(d) (Brazilian Withholding Tax Calculations)

1. Banco GMAC S.A.

2. GMAC - Prestadora de Serviços de Mão-de-Obra Ltda.

SC1:3335029.3

EX-12.1

EXHIBIT 12.1

GENERAL MOTORS FINANCIAL COMPANY, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(dollars in thousands)

	Successor						Predecessor
									Years Ended June 30,
	Year Ended December 31, 2012(b)		Year Ended December 31, 2011(b)		Period From October 1, 2010 Through December 31, 2010(b)		Period From July 1, 2010 Through September 30, 2010		2010 (c)		2009 (c)			2008 (c)
COMPUTATION OF EARNINGS:
Income (loss) before income taxes	$	744,216	$	621,818	$	129,266	$	90,636	$	353,439	$	(147	)	$	(113,641	)
Fixed charges	318,953		275,136		64,670		90,293		459,570		686,668			854,844
	$	1,063,169	$	896,954	$	193,936	$	180,929	$	813,009	$	686,521		$	741,203
COMPUTATION OF FIXED CHARGES:
Fixed charges: (a)
Interest expense	$	314,740	$	271,155	$	63,767	$	89,364	$	455,254	$	681,459		$	848,681
Implicit interest in rent	4,213		3,981		903		929		4,316		5,209			6,163
	$	318,953	$	275,136	$	64,670	$	90,293	$	459,570	$	686,668		$	854,844
RATIO OF EARNINGS TO FIXED CHARGES	3.3X		3.3X		3.0X		2.0X		1.8X		(d)			(e)

_________________ 

(a) For purposes of such computation, the term "fixed charges" represents interest expense, including amortization of debt issuance costs, and a portion of rentals representative of an implicit interest factor for such rentals.

(b) For fiscal 2012 and 2011 and for the three months ended December 31, 2010 interest expense excludes $31.5 million, $67.0 million and $27.1 million, respectively, of purchase accounting premium amortization.

(c) For the years ended June 30, 2010, 2009 and 2008, interest expense excludes $2.0 million, $45.1 million and $10.2 million, respectively, of non-cash amortization of warrant costs.

(d) The amount of the coverage deficiency for the year ended June 30, 2009, was approximately $0.1 million.

(e) As a result of the $212.6 million pre-tax write-off of goodwill, the amount of the coverage deficiency for the year ended June 30, 2008, was approximately $113.6 million.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Daniel E. Berce, certify that:

(1) I have reviewed the Annual Report on Form 10-K of General Motors Financial Company, Inc. (the "Company") for the fiscal year ended December 31, 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: (a) 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; (b) 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; (c) 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 (d) 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: February 15, 2013

 /s/ DANIEL E. BERCE

Daniel E. Berce

President and Chief Executive Officer

I, Chris A. Choate, certify that:

(1) I have reviewed the Annual Report on Form 10-K of General Motors Financial Company, Inc. (the "Company") for the fiscal year ended December 31, 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: (a) 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; (b) 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; (c) 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 (d) 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: February 15, 2013

 /s/ CHRIS A. CHOATE

Chris A. Choate

Executive Vice President, Chief

Financial Officer and Treasurer

EX-32.1

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 Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 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: February 15, 2013

 /s/ DANIEL E. BERCE

Daniel E. Berce

President and Chief Executive Officer

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 Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 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: February 15, 2013

 /s/ CHRIS A. CHOATE

Chris A. Choate

Executive Vice President, Chief

Financial Officer and Treasurer

XML

Finance Receivables Credit Scores for Commercial Lending (Tables)

12 Months Ended

Dec. 31, 2012

Credit Scores for Commercial Lending [Abstract]

Financing Receivable Credit Quality Indicators for Commercial Lending [Table Text Block]

A summary of the credit risk profile by dealer grouping of the commercial finance receivables is as follows (in thousands):

	Successor
	December 31, 2012
Group I	$	98,417
Group II	278,403
Group III	171,008
Group IV	12,171
Group V
	$	559,999

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Stock Based Compensation Employee Stock Option Activity (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2012	Jun. 30, 2010	Jun. 30, 2009
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 27.84
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Granted During Period, Value, Share-based Compensation, Net of Forfeitures			$ 42
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 20,960
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	(17)		(757)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 13,590.00		$ 13,440.00
Stock Issued During Period, Shares, Share-based Compensation, Forfeited	(30)		(67)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price	$ 23,470		$ 17,560
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,277		1,324	2,106
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 20,750		$ 20,750	$ 18,020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number			1,033
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price			$ 23,810
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 10,790

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Stock Based Compensation Restricted Stock Grants (Tables)

12 Months Ended

Dec. 31, 2012

Restricted Stock Grants [Abstract]

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Nonvested at beginning of period	1,810		2,253
Granted			415
Vested	(1,051	)	(555	)
Forfeited	(165	)	(303	)
Nonvested at end of period	594		1,810

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Fair Values Of Assets And Liabilities Fair Value Level 3 Rollforward (Tables)

12 Months Ended

Dec. 31, 2011

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for fiscal 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and fiscal 2010 (in thousands):

	Successor									Predecessor
	December 31, 2012			December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			June 30, 2010
Assets
Interest rate swap agreements
Balance at the beginning of period	$	2,004		$	23,058		$	27,364		$	26,194		$	24,267
Total realized and unrealized gains (losses)
Included in earnings	152			(1,676		)	1,194			5,417			12,595
Settlements	(2,023		)	(19,378		)	(5,500		)	(4,247		)	(10,668		)
Balance at the end of period	$	133		$	2,004		$	23,058		$	27,364		$	26,194
Investment in money market fund
Balance at the beginning of period													$	8,027
Total realized and unrealized gains (losses)
Included in earnings													2,020
Settlements													(10,047		)
Balance at the end of period	$			$			$			$			$
Liabilities - Interest rate swap agreements
Balance at the beginning of period	$	(6,440	)	$	(46,797	)	$	(60,895	)	$	(70,421	)	$	(131,885	)
Total realized and unrealized (losses) gains
Included in earnings	(120		)	1,090			(1,092		)	(85		)	394
Included in other comprehensive income	(66		)	(50		)	(464		)	(8,218		)	(36,761		)
Settlements	6,493			39,317			15,654			17,829			97,831
Balance at the end of period	$	(133	)	$	(6,440	)	$	(46,797	)	$	(60,895	)	$	(70,421	)

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Income Taxes Income Tax Accrued Interest and Penalties (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended			3 Months Ended	12 Months Ended
	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Sep. 30, 2010 Successor [Member]	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Jun. 30, 2009 Predecessor [Member]
Accrued Interest and Penalties [Line Items]
Unrecognized Tax Benefits, Interest on Income Taxes Accrued	$ 18,947	$ 24,623	$ 21,379	$ 16,030	$ 13,063	$ 12,097	$ 10,312
Unrecognized Tax Benefits, Additional Interest Accrued	2,917	3,244	2,432		966	1,785
Unrecognized Tax Benefits, Income Tax Penalties Accrued	9,063	11,979	9,965	9,102	8,673	8,474	7,887
Unrecognized Tax Benefits, Additional Penalties Accrued	$ (39)	$ 2,014	$ 902		$ 199	$ 587

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Financial Statement Effects of the Merger (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Oct. 02, 2010	Sep. 30, 2010	Jun. 30, 2010	Jun. 30, 2009	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Dec. 31, 2009 Predecessor [Member]	Sep. 30, 2009 Predecessor [Member]	Jun. 30, 2009 Predecessor [Member]	Oct. 02, 2010 Purchase Price Allocation Adjustments [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Dec. 31, 2010 Successor [Member]	Oct. 02, 2010 Successor [Member]
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 4,200,000																$ 3,453,917
Liabilities and Equity	16,197,071	13,042,920						10,107,410					(2,191,093)				7,916,317
Stockholders' Equity Attributable to Parent	4,379,227	3,923,038						2,450,621		2,218,392	2,150,273		(2,450,621)			3,530,108
Treasury Stock, Value								(39,966)	(38,915)			(36,363)	39,966
Stockholders' Equity before Treasury Stock								2,490,587					(2,490,587)
Retained Earnings (Accumulated Deficit)	923,286	460,160						2,150,480					(2,150,480)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(3,254)	(7,617)						17,153	11,870				(17,153)	(3,254)	(7,617)	1,558
Additional Paid in Capital, Common Stock	3,459,195	3,470,495						321,576					(321,576)
Common Stock, Value, Issued								1,378					(1,378)
Liabilities	11,817,844	9,119,882						7,656,789		8,071,112	9,065,459		259,528			7,388,630	7,916,317
Accounts Payable And Accrued Expenses	217,938	160,172						275,837					76,615				352,452
Securitized Debt Obligation Liability	9,023,308	6,937,841						6,273,224					135,404				6,408,628
Convertible Senior Notes		500						419,693					42,015				461,708
Senior Notes	1,500,000	500,000						70,620					1,810				72,430
Line of Credit Facility, Amount Outstanding	354,203	1,099,391						617,415					3,684				621,099
Assets	16,197,071	13,042,920						10,107,410		10,289,504	11,215,732		1,262,824			10,918,738	11,370,234
Other Assets	128,931	141,248						143,064					(25,917)				117,147
Deferred Tax Assets, Net of Valuation Allowance	254,868	181,352						77,999					101,102				179,101
Property Subject to or Available for Operating Lease, Net	1,702,867	809,491						54,730					(1,223)				53,507
Property, Plant and Equipment, Net	52,076	47,440						36,592					10,282				46,874
Loans and Leases Receivable, Net Reported Amount	10,998,274	9,162,492						8,147,086					83,657				8,230,743
Loans and Leases Receivable, Allowance								(528,489)					528,489
Loans and Leases Receivable, Gross								8,675,575					(444,832)				8,230,743
Restricted Cash and Cash Equivalents	14,808	136,556						134,468									134,468
Restricted Cash and Investments	728,908	919,283						975,942									975,942
Cash and Cash Equivalents, at Carrying Value	1,289,494	572,297	194,554	537,529	537,529	282,273	193,287	537,529									537,529
Goodwill	$ 1,108,278	$ 1,107,982	$ 1,100,000										$ 1,094,923	$ 1,108,278	$ 1,107,982	$ 1,094,923	$ 1,094,923

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Earnings Per Share Earnings Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended										12 Months Ended			3 Months Ended			12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Sep. 30, 2010 Predecessor [Member]	Dec. 31, 2009 Predecessor [Member]	Sep. 30, 2009 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net Income (Loss) Attributable to Parent	$ 90,604	$ 123,948	$ 136,295	$ 112,279	$ 103,664	$ 108,807	$ 95,818	$ 77,238	$ 74,633	$ 51,300	$ 463,126	$ 385,527	$ 220,546	$ 51,300	$ 46,029	$ 25,761	$ 220,546
Weighted Average Number of Shares Outstanding, Basic										135,232,827			133,845,238	135,232,827	133,492,069	133,229,960	133,845,238
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount														5,069,928			4,334,707
Weighted Average Number of Shares Outstanding, Diluted										140,302,755			138,179,945	140,302,755	137,630,694	136,083,460	138,179,945
Earnings Per Share, Basic										$ 0.38			$ 1.65	$ 380.00	$ 340.00	$ 190.00	$ 1,650.00
Earnings Per Share, Diluted										$ 0.37			$ 1.60	$ 370.00	$ 330.00	$ 190.00	$ 1,600.00

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Income Taxes Income Tax Provision (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Provision [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period from July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Current:
U.S. federal	$	255,006		$	156,247		$	20,111		$	38,307		$	150,519
U.S. state and local	22,890			28,266			19,673			764			8,510
Non-U.S.	568			1,542			(6,518		)	(187		)	(1,569		)
Total current	278,464			186,055			33,266			38,884			157,460
Deferred:
U.S. federal	(4,561		)	51,317			30,522			(2,230		)	(28,589		)
U.S. state and local	5,191			(1,544		)	(14,986		)	2,609			4,938
Non-U.S.	1,996			463			5,831			73			(916		)
Total deferred	2,626			50,236			21,367			452			(24,567		)
Total income tax provision	$	281,090		$	236,291		$	54,633		$	39,336		$	132,893

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Finance Receivables Credit Quality (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012 Rate	Dec. 31, 2011 Rate
Financing Receivable, Recorded Investment [Line Items]
Percent FICO Scores Less Than 540	27.40%	22.00%
Percent FICO Scores 540 to 599	45.60%	43.10%
Percent FICO Scores 600 to 659	22.90%	27.10%
Percent FICO Scores Greater Than 660	4.10%	7.80%
Total Percent FICO	100.00%	100.00%
Financing Receivable, Net	$ 10,998,274	$ 9,162,492
Consumer Credit Score [Member]
Financing Receivable, Recorded Investment [Line Items]
FICO Scores 540 to 599	3,010,927	2,133,361
FICO Scores 540 to 599	5,013,812	4,166,988
FICO Scores Greater Than 660	454,885	755,743
FICO Scores 600 to 659	2,513,153	2,623,882
Financing Receivable, Net	$ 10,992,777	$ 9,679,974

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Fair Values Of Assets And Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds, at Carrying Value	$ 1,830,261	$ 1,434,592
Interest Rate Cap Agreements Purchased	386	4,548
Interest Rate Swap Agreements - Assets	133	2,004
Derivative Assets	1,830,780	1,441,144
Interest Rate Swap Agreements - Liabilities	133	6,440
Interest Rate Cap Agreements - Sold	394	4,768
Derivative Liabilities	527	11,208
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds, at Carrying Value	1,830,261	1,434,592
Derivative Assets	1,830,261	1,434,592
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest Rate Cap Agreements Purchased	386	4,548
Derivative Assets	386	4,548
Interest Rate Cap Agreements - Sold	394	4,768
Derivative Liabilities	394	4,768
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest Rate Swap Agreements - Assets	133	2,004
Derivative Assets	133	2,004
Interest Rate Swap Agreements - Liabilities	133	6,440
Derivative Liabilities	$ 133	$ 6,440

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Derivative Financial Instruments And Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2011

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES [Abstract]

Schedule of Interest Rate Derivatives [Table Text Block]

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

	Successor
	December 31, 2012				December 31, 2011
	Notional		Fair Value(b)		Notional		Fair Value(b)
Assets
Interest rate swaps(a)	$	24,126	$	133	$	509,561	$	2,004
Interest rate caps(a)	750,983		386		1,512,793		4,548
Total assets	$	775,109	$	519	$	2,022,354	$	6,552
Liabilities
Interest rate swaps	$	24,126	$	133	$	509,561	$	6,440
Interest rate caps	750,983		394		1,470,856		4,768
Total liabilities	$	775,109	$	527	$	1,980,417	$	11,208

_________________ 

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

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
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Non-designated hedges:
Interest rate contracts(a)	$	362		$	(1,701	)	$	1,060		$	5,478		$	13,248
Foreign currency exchange derivatives(b)				2,125			(535		)	(383		)	(1,206		)
	$	362		$	424		$	525		$	5,095		$	12,042
Designated hedges:
Interest rate contracts(a)	$	(120	)	$	1,090		$	(1,092	)	$	(85	)	$	394
	Losses Recognized In Accumulated Other Comprehensive (Loss) Income
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Designated hedges:
Interest rate contracts	$	(66	)	$	(50	)	$	(464	)	$	(8,218	)	$	(36,761	)
	Income (Losses) Reclassified From Accumulated Other Comprehensive (Loss) Income Into Income
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Designated hedges:
Interest rate contracts(a)	$	2,383		$	(2,902	)	$	(52	)	$	(14,473	)	$	(80,067	)

_________________ 

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

(b) There were no outstanding foreign currency exchange derivatives at December 31, 2012. Income (losses) recognized in earnings is included in operating expenses.

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Transition Period Financial Information (Tables)

12 Months Ended

Dec. 31, 2012

Transition Period Financial Information [Abstract]

Transition Period Financial Information [Table Text Block]

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

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Finance Receivables Delinquency (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Financing Receivable, Recorded Investment, 31 to 60 Days Past Due	$ 672,580	$ 517,083
Financing Receivable, Recorded Investment, Greater than 60 Days Past Due	229,879	181,691
Financing Receivable, Recorded Investment, Greater than 30 Days Past Due	902,459	698,774
Financing Receivable in Repossesion	30,906	26,824
Financing Receivable, Recorded Investment, Past Due	$ 933,365	$ 725,598
Percent of Contractual Amount Due [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Percent of Contractual Amount Due 31 Days to 60 days	0.00%	0.00%
Percent of Contractual Amount Due Greater Than 60 Days	0.00%	0.00%
Percent of Contractual Amount Due Greater than 31 days	0.00%	0.00%
Percent of Contractual Amount Due in Repossession	0.00%	0.00%
Percent of Contracutal Amount Due Greater Than 31 Days and in Repossession	0.00%	0.00%

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Income Taxes Effective Income Tax Rate Reconciliation (Details)	3 Months Ended			12 Months Ended
	Dec. 31, 2011 Rate	Dec. 31, 2010 Rate	Sep. 30, 2010 Rate	Dec. 31, 2012 Rate	Jun. 30, 2010 Rate
Schedule of Effective Tax Rate Reconciliation [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	0.00%	0.00%	0.00%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, State and Local Income Taxes	0.00%	0.00%	0.00%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Uncertain Tax Positions	0.00%	0.00%	0.00%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Nondeductible Expense	0.00%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, Other Adjustments	0.00%	0.00%	0.00%	0.00%	0.00%
Effective Income Tax Rate, Continuing Operations	0.00%	0.00%	0.00%	0.00%	0.00%

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Supplemental Disclosure for Accumulated Other Comprehensive Income Supplemental Disclosure for Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended			3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Jun. 30, 2009 Predecessor [Member]
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax	$ (170)	$ (3,001)	$ (43)	$ 646	$ (13,333)
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax	19	5,285	(876)	400	28,948
Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax	0	743	0	0	2,952
Unrealized Gains (Losses) On Cash Flow Hedges						(261)	(5)	1,545	(30,847)	(34,818)	(62,509)
Changes in Fair Value On Cash Flow Hedges, Net of Tax						(294)	(43)	(696)	(5,217)	(23,428)
Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net						33	(1,507)	2,502	9,188	51,119
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax						1,819	(3,249)	(9,162)	48,000	46,688	41,410
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax						1,819	5,913	(10,981)	1,312	5,278
Accumulated Other Comprehensive Income (Loss), Net of Tax			$ (3,254)	$ (7,617)		$ 1,558	$ (3,254)	$ (7,617)	$ 17,153	$ 11,870

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Guarantor Consolidating Financial Statements Guarantor (Narrative) (Details)	Dec. 31, 2012 Rate
6.75% $500 Million Senior Notes Due in June 2018 [Member]
Debt Instrument, Interest Rate, Stated Percentage	6.75%
4.75% $1 Billion Senior Notes Due in August 2017 [Member]
Debt Instrument, Interest Rate, Stated Percentage	4.75%

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Finance Receivables Finance Receivables (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Accounts, Notes, Loans and Financing Receivable [Line Items]
Principal Collections and Recoveries on Commercial Lending Receivables	$ 667,181,000
Financing Receivable, Recorded Investment, Nonaccrual Status	503,200,000	439,400,000
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield, Reclassifications from Nonaccretable Difference	$ 169,634,000	$ 260,936,000

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Credit Facilities Credit Facilities (Narrative) (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Line of Credit Facility [Line Items]
Line of Credit Facilty - Canada Lease Warehouse Canadian Dollars New	$ 800,000,000
Unamortized Debt Issuance Expense	4,500,000	6,600,000
U.S. Dollar [Member]
Line of Credit Facility [Line Items]
Line of Credit Facilty -Syndicated warehouse facility	$ 2,500,000,000

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Income Taxes Effects of Temporary Differences (Tables)

12 Months Ended

Dec. 31, 2012

Deferred Tax Temporary Differences [Line Items]

Deferred Tax Temporary Differences [Table Text Block]

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

	Successor
	December 31, 2012		December 31, 2011
Deferred tax assets:
Purchase accounting adjustment – fair value	$	30,267	$	97,384
Basis difference in loan portfolio	110,669
Income tax benefits from uncertain tax positions	40,167		37,882
Net operating loss carryforward – Canada	21,146		4,609
Net operating loss carryforward – states	2,389		1,676
Borrowing costs	10,178		9,502
Purchase accounting premium – payables	4,569		16,468
Other	35,483		15,053
Total deferred tax assets before valuation allowance	254,868		182,574
Less: valuation allowance			(1,222		)
Total net deferred tax assets	254,868		181,352
Deferred tax liabilities:
Depreciable assets	71,043		10,689
Fee income	31,099		28,883
Capitalized direct loan origination costs	16,566		9,668
Intangible assets	12,559		6,938
Deferred gain on debt repurchase	7,791		9,303
Basis difference in loan portfolio			3,045
Other	8,735		4,142
Total deferred tax liabilities	147,793		72,668
Net deferred tax asset	$	107,075	$	108,684

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Parent Company Stock Based Compensation (Details) (USD $)	3 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Salary Stock Modification		$ (14,731,000)
Share-based Compensation	5,019,000	3,716,000	17,106,000	15,115,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized		10,000,000		1,100,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value		9,400,000	15,700,000
Number Of Shares Settled		111,000
Total Payment for Restricted Stock Units Settled In Cash		2,500,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation		16,500,000
Successor [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation			17,100,000
Stock Based Compensation, Net of Tax		$ 10,200,000	$ 10,600,000

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Guarantor Consolidating Financial Statements Current Period Guarantor Balance Sheet (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Oct. 02, 2010	Sep. 30, 2010	Jun. 30, 2010	Jun. 30, 2009
Guarantor [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 1,289,494	$ 572,297	$ 194,554	$ 537,529	$ 537,529	$ 282,273	$ 193,287
Financing Receivable, Net	10,998,274	9,162,492
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Property, Plant and Equipment, Net	52,076	47,440
Property Subject to or Available for Operating Lease, Net	1,702,867	809,491
Deferred Tax Assets, Net	107,075	108,684
Goodwill	1,108,278	1,107,982	1,100,000
Intercompany Receivable	66,360	37,447
Other Assets	128,931	141,248
Due from Affiliates
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures
Assets	16,197,071	13,042,920
Line of Credit Facility, Amount Outstanding	354,203	1,099,391
Securitized Debt Obligation Liability	9,023,308	6,937,841
Senior Notes	1,500,000	500,000
Convertible Senior Notes		500
Accounts Payable And Accrued Expenses	217,938	160,172
Deferred Revenue	69,784	24,987
Taxes Payable	93,462	85,477
Intercompany Taxes Payable	558,622	300,306
Derivative Liabilities	527	11,208
Due to Affiliate
Liabilities	11,817,844	9,119,882
Additional Paid in Capital, Common Stock	3,459,195	3,470,495
Accumulated Other Comprehensive Income (Loss), Net of Tax	(3,254)	(7,617)
Retained Earnings (Accumulated Deficit)	923,286	460,160
Stockholders' Equity Attributable to Parent	4,379,227	3,923,038
Liabilities and Equity	16,197,071	13,042,920
Parent Company [Member]
Guarantor [Line Items]
Property, Plant and Equipment, Net	220	220
Deferred Tax Assets, Net	38,217	28,572
Goodwill	1,094,923	1,094,923
Intercompany Receivable	66,360	35,975
Other Assets	13,773	7,880
Due from Affiliates	2,063,179	855,988
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	3,274,348	2,785,146
Assets	6,551,020	4,808,704
Senior Notes	1,500,000	500,000
Convertible Senior Notes		500
Accounts Payable And Accrued Expenses	22,519	4,975
Taxes Payable	90,652	79,885
Intercompany Taxes Payable	558,622	300,306
Liabilities	2,171,793	885,666
Additional Paid in Capital, Common Stock	3,459,195	3,470,495
Accumulated Other Comprehensive Income (Loss), Net of Tax	(3,254)	(7,617)
Retained Earnings (Accumulated Deficit)	923,286	460,160
Stockholders' Equity Attributable to Parent	4,379,227	3,923,038
Liabilities and Equity	6,551,020	4,808,704
Guarantor Subsidiaries [Member]
Guarantor [Line Items]
Cash and Cash Equivalents, at Carrying Value	1,252,190	500,556	185,004	525,915	525,915	273,166	183,009
Financing Receivable, Net	1,557,840	558,770
Property, Plant and Equipment, Net	4,328	3,567
Deferred Tax Assets, Net	(27,731)	49,792
Other Assets	17,677	50,304
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	2,192,607	5,423,232
Assets	4,996,911	6,586,221
Accounts Payable And Accrued Expenses	88,692	60,070
Taxes Payable	4,229	4,882
Derivative Liabilities	394	4,768
Due to Affiliate	1,669,061	3,783,525
Liabilities	1,762,376	3,853,245
Additional Paid in Capital, Common Stock	79,187	79,187
Retained Earnings (Accumulated Deficit)	3,166,149	2,664,590
Stockholders' Equity Attributable to Parent	3,234,535	2,732,976
Liabilities and Equity	4,996,911	6,586,221
Non-Guarantor Subsidiaries [Member]
Guarantor [Line Items]
Cash and Cash Equivalents, at Carrying Value	37,304	71,741	9,550	11,614	11,614	9,107	10,278
Financing Receivable, Net	9,440,434	8,603,722
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Property, Plant and Equipment, Net	47,528	43,653
Property Subject to or Available for Operating Lease, Net	1,702,867	809,491
Deferred Tax Assets, Net	96,589	30,320
Goodwill	13,355	13,059
Intercompany Receivable		1,472
Other Assets	97,481	83,064
Due from Affiliates		2,927,537
Assets	12,179,274	13,639,898
Line of Credit Facility, Amount Outstanding	354,203	1,099,391
Securitized Debt Obligation Liability	9,023,308	6,937,841
Senior Notes
Convertible Senior Notes
Accounts Payable And Accrued Expenses	106,727	95,127
Deferred Revenue	69,784	24,987
Taxes Payable	(1,419)	710
Intercompany Taxes Payable
Derivative Liabilities	133	6,440
Due to Affiliate
Liabilities	9,946,854	8,164,496
Common Stock, Value, Issued	569,836	517,037
Additional Paid in Capital, Common Stock	122,425	2,199,694
Accumulated Other Comprehensive Income (Loss), Net of Tax	13,151	6,874
Retained Earnings (Accumulated Deficit)	1,527,008	2,751,797
Stockholders' Equity Attributable to Parent	2,232,420	5,475,402
Liabilities and Equity	12,179,274	13,639,898
Consolidation, Eliminations [Member]
Guarantor [Line Items]
Due from Affiliates	(2,063,179)	(3,783,525)
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures	(5,466,955)	(8,208,378)
Assets	(7,530,134)	(11,991,903)
Due to Affiliate	(2,063,179)	(3,783,525)
Liabilities	(2,063,179)	(3,783,525)
Common Stock, Value, Issued	(569,836)	(517,037)
Additional Paid in Capital, Common Stock	(201,612)	(2,278,881)
Accumulated Other Comprehensive Income (Loss), Net of Tax	(2,350)	3,927
Retained Earnings (Accumulated Deficit)	(4,693,157)	(5,416,387)
Stockholders' Equity Attributable to Parent	(5,466,955)	(8,208,378)
Liabilities and Equity	$ (7,530,134)	$ (11,991,903)

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Finance Receivables Accretable Yield (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012	Dec. 31, 2011
Accretable Yield [Line Items]
Accretable Yield	$ 1,436,012	$ 737,464	$ 1,201,178
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield, Accretion	(234,834)	(503,092)	(724,650)
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield, Reclassifications from Nonaccretable Difference		169,634	260,936
Accretable Yield	$ 1,201,178	$ 404,006	$ 737,464

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Leased Vehicles Minimum rental payments (Details)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2013

Fiscal 2012 [Member]

Dec. 31, 2014

Fiscal 2013 [Member]

Dec. 31, 2015

Fiscal 2014 [Member]

Dec. 31, 2016

Fiscal 2015 [Member]

Dec. 31, 2017

Fiscal 2016 [Member]

Minimum Lease Payments [Line Items]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

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

2013	$	15,194
2014	14,547
2015	12,761
2016	11,538
2017	9,714
Thereafter	11,283
	$	75,037

331448

274140

159647

33011

1657

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Finance Receivables Credit Scores for Commercial Lending (Details) (Commercial Loan [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Schedule of Financing Receivable Credit Quality Indicators - Commercial Lending [Line Items]
Financing Receivable, Gross	$ 559,999
Group 1 [Member]
Schedule of Financing Receivable Credit Quality Indicators - Commercial Lending [Line Items]
Financing Receivable, Gross	98,417
Group 2 [Member]
Schedule of Financing Receivable Credit Quality Indicators - Commercial Lending [Line Items]
Financing Receivable, Gross	278,403
Group 3 [Member]
Schedule of Financing Receivable Credit Quality Indicators - Commercial Lending [Line Items]
Financing Receivable, Gross	171,008
Group 4 [Member]
Schedule of Financing Receivable Credit Quality Indicators - Commercial Lending [Line Items]
Financing Receivable, Gross	$ 12,171

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Securitizations (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]
Securitizations [Line Items]
Receivables Securitized	$ 742,708	$ 6,776,799	$ 4,827,620	$ 1,164,267	$ 2,843,308
Proceeds from Securitizations of Consumer Loans	700,000	6,400,000	4,550,000	1,050,000	2,352,493
Contractually Specified Servicing Fees, Amount	46,229	242,145	200,889	43,663	196,304
Net distributions from Trusts	$ 216,004	$ 1,486,820	$ 852,359	$ 110,930	$ 424,161

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Finance Receivables Allowance for Loan Losses (Details) (Consumer Loans Auto Financing Receivable [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Allowance for Credit Losses		$ 178,768	$ 26,352	$ 573,310	$ 890,640
Financing Receivable, Allowance for Credit Losses, Provisions	26,352	297,589	178,372	74,618	388,058
Financing Receivable, Allowance for Credit Losses, Charge-offs		(304,293)	(66,080)	(217,520)	(1,249,298)
Financing Receivable, Allowance for Credit Losses, Recoveries		172,676	40,124	98,081	543,910
Financing Receivable, Allowance for Credit Losses	$ 26,352	$ 344,740	$ 178,768	$ 528,489	$ 573,310

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Goodwill (Details) (USD $)					12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Dec. 31, 2010 Successor [Member]	Oct. 02, 2010 Successor [Member]
Goodwill [Line Items]
Business Acquisition, Cost of Acquired Entity, Cash Paid	$ 9,600,000			$ 3,500,000,000
Goodwill	1,108,278,000	1,107,982,000	1,100,000,000		1,108,278,000	1,107,982,000	1,094,923,000	1,094,923,000
Goodwill, Acquired During Period						13,773,000
Goodwill, Translation Adjustments					$ 296,000	$ (714,000)

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Supplemental Disclosure for Accumulated Other Comprehensive Income

12 Months Ended

Dec. 31, 2012

Supplemental Disclosure for Accumulated Other Comprehensive Income [Abstract]

Supplemental Disclosure for Accumulated Other Comprehensive Income [Text Block]

Supplemental Disclosure for Accumulated Other Comprehensive (Loss) Income

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Unrealized gains (losses) on cash flow hedges:
Balance at beginning of period	$	1,545		$	(261	)				$	(34,818	)	$	(62,509	)
Change in fair value associated with current period hedging activities, net of taxes of $(23), $646, $(170), $(3,001) and $(13,333), respectively	(43		)	(696		)	$	(294	)	(5,217		)	(23,428		)
Reclassification into earnings, net of taxes of $(876), $400, $19, $5,285 and $28,948, respectively	(1,507		)	2,502			33			9,188			51,119
Balance at end of period	(5		)	1,545			(261		)	(30,847		)	(34,818		)
Foreign currency translation adjustment:
Balance at beginning of period	(9,162		)	1,819						46,688			41,410
Translation gain (loss) net of taxes of $0, $0, $0, $743 and $2,952, respectively	5,913			(10,981		)	1,819			1,312			5,278
Balance at end of period	(3,249		)	(9,162		)	1,819			48,000			46,688
Total accumulated other comprehensive (loss) income	$	(3,254	)	$	(7,617	)	$	1,558		$	17,153		$	11,870

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Commitments And Contingencies Operating Lease Commitments (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

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

2013	$	15,194
2014	14,547
2015	12,761
2016	11,538
2017	9,714
Thereafter	11,283
	$	75,037

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Securitizations (Tables)

12 Months Ended

Dec. 31, 2011

Securitizations [Abstract]

Securitizations [Table Text Block]

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

	Successor						Predecessor
	For the Year Ended December 31, 2012		For the Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		For the Year Ended June 30, 2010
Receivables securitized	$	6,776,799	$	4,827,620	$	742,708	$	1,164,267	$	2,843,308
Net proceeds from securitization	6,400,000		4,550,000		700,000		1,050,000		2,352,493
Servicing fees(a)	242,145		200,889		46,229		43,663		196,304
Net distributions from Trusts	1,486,820		852,359		216,004		110,930		424,161

_________________ 

(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.

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Finance Receivables Finance Receivables Summary (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Jun. 30, 2009
Consumer Loans Auto Financing Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Pre-Acquisition Finance Receivables, Carrying Value	$ 7,299,963	$ 8,230,743	$ 1,958,204	$ 4,027,361	$ 8,733,518	$ 10,927,969
Post-Acquisition Finance Receivables, Carrying Value	923,713		8,830,914	5,313,899
Finance Receivables Purchased	934,812	959,004	5,578,839	5,084,800	2,137,620
Financing Receivable, Allowance for Credit Losses, Charge-offs		(217,520)	(304,293)	(66,080)	(1,249,298)
Change in Carrying Value Adjustment	(177,996)		(169,680)	(483,048)
Principal Collection and Recoveries on Receivables	(763,883)	(799,427)	(3,657,008)	(3,418,088)	(3,082,773)
Financing Receivable, Gross	8,223,676	8,675,575	10,789,118	9,341,260	8,733,518
Commercial Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance Receivables Purchased			1,227,287
Principal Collection and Recoveries on Receivables			(667,288)
Financing Receivable, Gross			$ 559,999

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Securitization Notes Payable Securitization Notes Payable (Narrative) (Details) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Amortization of Debt Discount (Premium)	$ (27,458,000)	$ (31,648,000)	$ (67,671,000)
Purchase Price Premium, Unamortized		11,200,000	42,400,000
Unamortized Debt Issuance - Securitization Notes Payable		26,100,000	16,300,000
Securitization Notes Payable [Member]
Debt Instrument [Line Items]
Amortization of Debt Discount (Premium)	25,700,000	31,300,000	64,700,000
Fiscal 2013 [Member]
Debt Instrument [Line Items]
Expected Principal Payments on Trusts		3,406,200,000
Fiscal 2014 [Member]
Debt Instrument [Line Items]
Expected Principal Payments on Trusts		2,324,000,000
Fiscal 2015 [Member]
Debt Instrument [Line Items]
Expected Principal Payments on Trusts		1,771,600,000
Fiscal 2016 [Member]
Debt Instrument [Line Items]
Expected Principal Payments on Trusts		1,073,200,000
Fiscal 2017 [Member]
Debt Instrument [Line Items]
Expected Principal Payments on Trusts		$ 437,800,000

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Finance Receivables Finance Receivables Acquired (Tables)

12 Months Ended

Dec. 31, 2012

Finance Receivables Acquired [Abstract]

Finance Receivables Acquired [Table Text Block]

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Stock Based Compensation Employee Plan Stock Option Activity (Tables)

12 Months Ended

Dec. 31, 2012

Employee Plan Stock Option Activity [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010				Year Ended June 30, 2010
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period	1,324		$	20.75	2,106		$	18.02
Granted					42		20.96
Exercised	(17	)	13.59		(757	)	13.44
Canceled/forfeited	(30	)	23.47		(67	)	17.56
Outstanding at end of period	1,277		$	20.75	1,324		$	20.75
Options exercisable at end of period					1,033		$	23.81
Weighted average fair value of options granted during period							$	10.79

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Guarantor Consolidating Financial Statements (Tables)

12 Months Ended

Dec. 31, 2011

Guarantor Consolidating Financial Statements [abstract]

Prior Period Correction - Guarantor / Non-Guarantor Financial Statement [Table Text Block]

	December 31, 2011
	(in thousands)
	General Motors Financial Company, Inc.				Guarantor					Non-Guarantors					Eliminations
Balance Sheet:	As Previously Reported		Restated		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	$	769,778	$	855,988						2,656,353			2,927,537		$	(3,426,131	)	$	(3,783,525	)
Investment in affiliates	2,871,356		2,785,146		3,252,248		5,423,232								(6,123,604		)	(8,208,378		)
Total assets					4,058,263		6,586,221			13,725,688			13,639,898		(9,549,735		)	(11,991,903		)
Due to affiliates					3,426,131		3,783,525								(3,426,131		)	(3,783,525		)
Total liabilities					3,495,851		3,853,245								(3,426,131		)	(3,783,525		)
Additional paid-in capital										1,143,529			2,199,694		(1,222,716		)	(2,278,881		)
Accumulated other comprehensive income							(10,801		)	(17,396		)	6,874		17,396			3,927
Retained earnings					483,225		2,664,590			3,918,022			2,751,797		(4,401,247		)	(5,416,387		)
Total shareholder's equity					562,412		2,732,976			5,561,192			5,475,402		(6,123,604		)	(8,208,378		)
Total liabilities and shareholder's equity					4,058,263		6,586,221			13,725,688			13,639,898		(9,549,735		)	(11,991,903		)

	Year Ended December 31, 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	$	85,427		$	106,857		$	1,161,260	$	1,139,830
Equity in income of affiliates	501,317			488,787							$	(906,067	)	$	(893,537	)
Income before income taxes	328,293			337,193			821,585		800,155		(906,067		)	(893,537		)
Income tax (benefit) provision	(60,056		)	(51,156		)	303,867		294,967
Net income							517,718		505,188		(906,067		)	(893,537		)

	Year Ended December 31, 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							$	517,718		$	505,188		$	(906,067	)	$	(893,537	)
Amortization of carrying value adjustment	$	31,172		$	9,742		146,394			167,824
Equity in income of affiliates	(501,317		)	(488,787		)							906,067			893,537
Net cash provided by operating activities	128,116			119,216			620,221			629,121
Cash flows from investing activities:
Purchases of consumer finance receivables, net							(5,138,407		)	(4,802,863		)	5,138,407			4,802,863
Proceeds from sale of receivables, net	5,138,407			4,802,863									(5,138,407		)	(4,802,863		)
Net cash provided (used in) by investing activities	905,387			569,843			(2,255,621		)	(1,920,077		)
Cash flows from financing activities:
Net change in due (to) from affiliates	(733,717		)	(389,273		)	(118,126		)	(462,570		)
Net cash provided (used in) by financing activities	(717,951		)	(373,507		)	1,706,895			1,362,451

Guarantor Condensed Consolidated Financial Statements [Table Text Block]

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents				$	1,252,190		$	37,304					$	1,289,494
Finance receivables, net				1,557,840			9,440,434						10,998,274
Restricted cash – securitization notes payable							728,908						728,908
Restricted cash – credit facilities							14,808						14,808
Property and equipment, net	$	220		4,328			47,528						52,076
Leased vehicles, net							1,702,867						1,702,867
Deferred income taxes	38,217			(27,731		)	96,589						107,075
Goodwill	1,094,923						13,355						1,108,278
Intercompany receivables	66,360												66,360
Other assets	13,773			17,677			97,481						128,931
Due from affiliates	2,063,179									$	(2,063,179	)
Investment in affiliates	3,274,348			2,192,607						(5,466,955		)
Total assets	$	6,551,020		$	4,996,911		$	12,179,274		$	(7,530,134	)	$	16,197,071
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities							$	354,203					$	354,203
Securitization notes payable							9,023,308						9,023,308
Senior notes	$	1,500,000											1,500,000
Accounts payable and accrued expenses	22,519			$	88,692		106,727						217,938
Deferred income							69,784						69,784
Taxes payable	90,652			4,229			(1,419		)				93,462
Intercompany taxes payable	558,622												558,622
Interest rate swap and cap agreements				394			133						527
Due to affiliates				1,669,061			394,118			$	(2,063,179	)
Total liabilities	2,171,793			1,762,376			9,946,854			(2,063,179		)	11,817,844
Shareholder's equity:
Common stock							569,836			(569,836		)
Additional paid-in capital	3,459,195			79,187			122,425			(201,612		)	3,459,195
Accumulated other comprehensive loss	(3,254		)	(10,801		)	13,151			(2,350		)	(3,254		)
Retained earnings	923,286			3,166,149			1,527,008			(4,693,157		)	923,286
Total shareholder's equity	4,379,227			3,234,535			2,232,420			(5,466,955		)	4,379,227
Total liabilities and shareholder's equity	$	6,551,020		$	4,996,911		$	12,179,274		$	(7,530,134	)	$	16,197,071

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

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	855,988						2,927,537		$	(3,783,525	)
Investment in affiliates	2,785,146			5,423,232					(8,208,378		)
Total assets	$	4,808,704		$	6,586,221		$	13,639,898	$	(11,991,903	)	$	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				3,783,525					$	(3,783,525	)
Total liabilities	885,666			3,853,245			8,164,496		(3,783,525		)	9,119,882
Shareholder's equity:
Common stock							517,037		(517,037		)
Additional paid-in capital	3,470,495			79,187			2,199,694		(2,278,881		)	3,470,495
Accumulated other comprehensive loss	(7,617		)	(10,801		)	6,874		3,927			(7,617		)
Retained earnings	460,160			2,664,590			2,751,797		(5,416,387		)	460,160
Total shareholder's equity	3,923,038			2,732,976			5,475,402		(8,208,378		)	3,923,038
Total liabilities and shareholder's equity	$	4,808,704		$	6,586,221		$	13,639,898	$	(11,991,903	)	$	13,042,920

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Year Ended December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	149,924		$	1,444,250				$	1,594,174
Leased vehicle income							289,256					289,256
Other income	$	45,349		194,451			249,544		$	(412,239	)	77,105
Equity in income of affiliates	489,203			598,939					(1,088,142		)
	534,552			943,314			1,983,050		(1,500,381		)	1,960,535
Costs and expenses
Operating expenses	15,166			85,424			296,992					397,582
Leased vehicle expenses							211,407					211,407
Provision for loan losses				231,033			72,659					303,692
Interest expense	67,178			166,365			461,946		(412,239		)	283,250
Acquisition expenses							20,388					20,388
	82,344			482,822			1,063,392		(412,239		)	1,216,319
Income before income taxes	452,208			460,492			919,658		(1,088,142		)	744,216
Income tax (benefit) provision	(10,918		)	(41,067		)	333,075					281,090
Net income	$	463,126		$	501,559		$	586,583	$	(1,088,142	)	$	463,126
Comprehensive income	$	467,489		$	501,559		$	592,860	$	(1,094,419	)	$	467,489

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Year Ended December 31, 2011

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	106,857		$	1,139,830				$	1,246,687
Leased vehicle income							97,676					97,676
Other income	$	51,239		295,472			509,083		$	(790,169	)	65,625
Equity in income of affiliates	404,750			488,787					(893,537		)
	455,989			891,116			1,746,589		(1,683,706		)	1,409,988
Costs and expenses
Operating expenses	18,079			88,671			231,790					338,540
Leased vehicle expenses							67,088					67,088
Provision for loan losses				157,923			20,449					178,372
Interest expense	59,903			307,329			627,107		(790,169		)	204,170
	77,982			553,923			946,434		(790,169		)	788,170
Income before income taxes	378,007			337,193			800,155		(893,537		)	621,818
Income tax (benefit) provision	(7,520		)	(51,156		)	294,967					236,291
Net income	$	385,527		$	388,349		$	505,188	$	(893,537	)	$	385,527
Comprehensive income	$	376,352		$	388,349		$	449,794	$	(838,143	)	$	376,352

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

October 1, 2010 – December 31, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	15,402		$	248,945				$	264,347
Leased vehicle income							4,418					4,418
Other income	$	10,209		77,407			134,849		$	(210,059	)	12,406
Equity in income of affiliates	92,471			88,171					(180,642		)
	102,680			180,980			388,212		(390,701		)	281,171
Costs and expenses
Operating expenses	20,474			12,727			37,240					70,441
Leased vehicle expenses							2,106					2,106
Provision for loan losses				11,797			14,555					26,352
Interest expense	7,913			92,388			146,442		(210,059		)	36,684
Acquisition expenses							16,322					16,322
	28,387			116,912			216,665		(210,059		)	151,905
Income before income taxes	74,293			64,068			171,547		(180,642		)	129,266
Income tax (benefit) provision	(340		)	(30,808		)	85,781					54,633
Net income	$	74,633		$	94,876		$	85,766	$	(180,642	)	$	74,633
Comprehensive income	$	76,191		$	94,876		$	123,764	$	(218,640	)	$	76,191

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

July 1, 2010 – September 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	38,255		$	304,094					$	342,349
Leased vehicle income							15,888						15,888
Other income	$	8,644		80,242			136,244			$	(210,743	)	14,387
Equity in income of affiliates	70,729			115,397						(186,126		)
	79,373			233,894			456,226			(396,869		)	372,624
Costs and expenses
Operating expenses	18,104			4,710			46,041						68,855
Leased vehicle expenses							6,539						6,539
Provision for loan losses				56,760			17,858						74,618
Interest expense	11,394			83,266			205,447			(210,743		)	89,364
Acquisition expenses	6,199			36,452									42,651
Restructuring charges, net				15			(54		)				(39		)
	35,697			181,203			275,831			(210,743		)	281,988
Income before income taxes	43,676			52,691			180,395			(186,126		)	90,636
Income tax (benefit) provision	(7,624		)	(17,673		)	64,633						39,336
Net income	$	51,300		$	70,364		$	115,762		$	(186,126	)	$	51,300
Comprehensive income	$	56,583		$	70,364		$	124,715		$	(195,079	)	$	56,583

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

Year Ended June 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	98,707		$	1,332,612					$	1,431,319
Leased vehicle income							44,316						44,316
Other income	$	29,917		392,738			830,046			$	(1,205,519	)	47,182
Equity in income of affiliates	243,078			369,120						(612,198		)
	272,995			860,565			2,206,974			(1,817,717		)	1,522,817
Costs and expenses
Operating expenses	17,771			65,141			205,879						288,791
Leased vehicles expenses							34,639						34,639
Provision for loan losses				166,706			221,352						388,058
Interest expense	45,950			459,162			1,157,629			(1,205,519		)	457,222
Restructuring charges, net				859			(191		)				668
	63,721			691,868			1,619,308			(1,205,519		)	1,169,378
Income before income taxes	209,274			168,697			587,666			(612,198		)	353,439
Income tax (benefit) provision	(11,272		)	(68,182		)	212,347						132,893
Net income	$	220,546		$	236,879		$	375,319		$	(612,198	)	$	220,546
Comprehensive income	$	253,515		$	236,879		$	422,256		$	(659,135	)	$	253,515

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Year Ended December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	463,126		$	501,559		$	586,583		$	(1,088,142	)	$	463,126
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,718			1,686			250,778						255,182
Accretion and amortization of loan and leasing fees				340			(53,529		)				(53,189		)
Amortization of carrying value adjustment				25			(10,444		)				(10,419		)
Amortization of purchase accounting premium							(31,648		)				(31,648		)
Provision for loan losses				231,033			72,659						303,692
Deferred income taxes	(9,645		)	77,523			(65,252		)				2,626
Stock-based compensation expense	3,716												3,716
Other				1,871			(13,080		)				(11,209		)
Equity in income of affiliates	(489,203		)	(598,939		)				1,088,142
Changes in assets and liabilities:
Other assets	3,627			(4,031		)	2,782						2,378
Accounts payable and accrued expenses	2,817			32,397			12,732						47,946
Taxes payable	10,767			(653		)	(2,298		)				7,816
Intercompany taxes payable	258,316												258,316
Net cash provided by operating activities	246,239			242,811			749,283						1,238,333
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(5,556,169		)	(4,887,966		)	4,887,966			(5,556,169		)
Principal collections and recoveries on consumer finance receivables				(1,137		)	4,008,030						4,006,893
Fundings of commercial finance receivables, net				(1,224,082		)							(1,224,082		)
Collections of commercial finance receivables				667,181									667,181
Proceeds from sale of consumer finance receivables, net				4,887,966						(4,887,966		)
Purchases of leased vehicles, net							(1,077,163		)				(1,077,163		)
Proceeds from termination of leased vehicles							55,414						55,414
Purchases of property and equipment				(2,447		)	(11,042		)				(13,489		)
Change in restricted cash - securitization notes							190,375						190,375
Change in restricted cash - credit facilities							122,345						122,345
Change in other assets	(45,565		)	31,318			3,336						(10,911		)
Net change in investment in affiliates				2,738,205						(2,738,205		)
Net cash (used in) provided by investing activities	(45,565		)	1,540,835			(1,596,671		)	(2,738,205		)	(2,839,606		)
Cash flows from financing activities:
Borrowings on credit facilities							1,199,707						1,199,707
Payments on credit facilities							(1,950,484		)				(1,950,484		)
Issuance of securitization notes payable							6,400,000						6,400,000
Payments on securitization notes payable							(4,282,977		)				(4,282,977		)
Issuance of senior notes	1,000,000												1,000,000
Debt issuance costs	(12,237		)				(35,964		)				(48,201		)
Retirement of debt	(505		)										(505		)
Other net changes	(285		)										(285		)
Net capital contribution to subsidiaries							(2,744,846		)	2,744,846
Net change in due (to) from affiliates	(1,187,647		)	(1,032,012		)	2,219,634			25
Net cash (used in) provided by financing activities	(200,674		)	(1,032,012		)	805,070			2,744,871			2,317,255
Net increase (decrease) in cash and cash equivalents				751,634			(42,318		)	6,666			715,982
Effect of foreign exchange rate changes on cash and cash equivalents							7,881			(6,666		)	1,215
Cash and cash equivalents at beginning of period				500,556			71,741						572,297
Cash and cash equivalents at end of period	$			$	1,252,190		$	37,304		$			$	1,289,494

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Year Ended December 31, 2011

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	385,527		$	388,349		$	505,188		$	(893,537	)	$	385,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,786			1,653			102,180						109,619
Accretion and amortization of loan and leasing fees				(1,415		)	(19,287		)				(20,702		)
Amortization of carrying value adjustment				9,742			167,824						177,566
Amortization of purchase accounting premium	(183		)				(67,488		)				(67,671		)
Provision for loan losses				157,923			20,449						178,372
Deferred income taxes	98,021			(1,062		)	(46,723		)				50,236
Stock-based compensation expense	17,106												17,106
Other	1,436			18,929			(43,583		)				(23,218		)
Equity in income of affiliates	(404,750		)	(488,787		)				893,537
Changes in assets and liabilities:
Other assets	1,896			58			32,695						34,649
Accounts payable and accrued expenses	(34,507		)	28,944			(15,836		)				(21,399		)
Taxes payable	(75,869		)	4,882			(6,298		)				(77,285		)
Intercompany taxes payable	258,092												258,092
Net cash provided by operating activities	252,555			119,216			629,121						1,000,892
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(5,020,639		)	(4,802,863		)	4,802,863			(5,020,639		)
Principal collections and recoveries on consumer finance receivables				1,339			3,717,925						3,719,264
Proceeds from sale of consumer finance receivables, net				4,802,863						(4,802,863		)
Purchases of leased vehicles, net							(857,138		)				(857,138		)
Proceeds from termination of leased vehicles							38,054						38,054
Sales (purchases) of property and equipment	1,924			(2,617		)	(7,666		)				(8,359		)
Acquisition of FinanciaLinx							(9,601		)				(9,601		)
FinanciaLinx cash on hand at acquisition							9,283						9,283
Change in restricted cash - securitization notes payable							6,799						6,799
Change in restricted cash - credit facilities							(5,108		)				(5,108		)
Change in other assets				(2,840		)	(9,762		)				(12,602		)
Net change in investment in affiliates	(7,186		)	791,737						(784,551		)
Net cash (used in) provided by investing activities	(5,262		)	569,843			(1,920,077		)	(784,551		)	(2,140,047		)
Cash flows from financing activities:
Borrowings on credit facilities							3,716,609						3,716,609
Payments on credit facilities							(3,446,074		)				(3,446,074		)
Issuance of securitization notes payable							4,550,000						4,550,000
Payments on securitization notes payable							(3,675,459		)				(3,675,459		)
Issuance of senior notes	500,000												500,000
Debt issuance costs	(7,622		)				(41,696		)				(49,318		)
Retirement of debt	(75,164		)										(75,164		)
Net capital contribution to subsidiaries				15,766			721,641			(737,407		)
Other net changes	(528		)										(528		)
Net change in due (to) from affiliates	(652,998		)	(389,273		)	(462,570		)	1,504,841
Net cash (used in) provided by financing activities	(236,312		)	(373,507		)	1,362,451			767,434			1,520,066
Net increase in cash and cash equivalents	10,981			315,552			71,495			(17,117		)	380,911
Effect of Canadian exchange rate changes on cash and cash equivalents	(10,981		)				(9,304		)	17,117			(3,168		)
Cash and cash equivalents at beginning of period				185,004			9,550						194,554
Cash and cash equivalents at end of period	$			$	500,556		$	71,741		$			$	572,297

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

October 1, 2010 – December 31, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	74,633		$	94,876		$	85,766		$	(180,642	)	$	74,633
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,513			338			5,958						7,809
Accretion and amortization of loan and leasing fees				(11		)	1,122						1,111
Amortization of carrying value adjustment				11,305			65,787						77,092
Amortization of purchase accounting premium	(42		)				(27,416		)				(27,458		)
Provision for loan losses				11,797			14,555						26,352
Deferred income taxes	49,106			(48,730		)	20,991						21,367
Other	242			4,841			(16,622		)				(11,539		)
Equity in income of affiliates	(92,471		)	(88,171		)				180,642
Changes in assets and liabilities:
Other assets	(9,875		)	19,127			(9,621		)				(369		)
Accounts payable and accrued expenses	(25,832		)	(4,223		)	19,780						(10,275		)
Taxes payable	(8,555		)	138			(1,031		)				(9,448		)
Intercompany taxes payable	42,214												42,214
Net cash provided by operating activities	30,933			1,287			159,269						191,489
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(947,318		)	(1,001,126		)	1,001,126			(947,318		)
Principal collections and recoveries on consumer finance receivables				(105		)	870,967						870,862
Proceeds from sale of consumer finance receivables, net				1,001,126						(1,001,126		)
Purchases of leased vehicles, net							(10,655		)				(10,655		)
Sales (purchases) of property and equipment	2,590			(617		)	(4,402		)				(2,429		)
Change in restricted cash - securitization notes payable							49,860						49,860
Change in restricted cash - credit facilities							3,030						3,030
Change in other assets				(7,330		)	20,566						13,236
Net change in investment in affiliates	(31,756		)	1,820,204						(1,788,448		)
Net cash (used in) provided by investing activities	(29,166		)	1,865,960			(71,760		)	(1,788,448		)	(23,414		)
Cash flows from financing activities:
Borrowings on credit facilities							468,394						468,394
Payments on credit facilities							(256,362		)				(256,362		)
Issuance of securitization notes payable							700,000						700,000
Payments on securitization notes payable							(954,644		)				(954,644		)
Debt issuance costs							(4,314		)				(4,314		)
Retirement of debt	(464,254		)										(464,254		)
Net capital contribution to subsidiaries				63,421			(1,885,434		)	1,822,013
Net change in due from (to) affiliates	460,668			(2,271,579		)	1,842,610			(31,699		)
Net cash used in financing activities	(3,586		)	(2,208,158		)	(89,750		)	1,790,314			(511,180		)
Net decrease in cash and cash equivalents	(1,819		)	(340,911		)	(2,241		)	1,866			(343,105		)
Effect of Canadian exchange rate changes on cash and cash equivalents	1,819						177			(1,866		)	130
Cash and cash equivalents at beginning of period				525,915			11,614						537,529
Cash and cash equivalents at end of period	$			$	185,004		$	9,550		$			$	194,554

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

July 1, 2010 – September 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	51,300		$	70,364		$	115,762		$	(186,126	)	$	51,300
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	486			225			13,938						14,649
Accretion and amortization of loan and leasing fees				(646		)	(296		)				(942		)
Provision for loan losses				56,760			17,858						74,618
Deferred income taxes	(46,078		)	(17,521		)	64,051						452
Stock-based compensation expense	5,019												5,019
Non-cash interest charges on convertible debt	5,625												5,625
Other				(787		)	(13,013		)				(13,800		)
Equity in income of affiliates	(70,729		)	(115,397		)				186,126
Changes in assets and liabilities:
Other assets	4,085			10,603			1,685						16,373
Accounts payable and accrued expenses	737			(6,609		)	(4,085		)				(9,957		)
Taxes payable	289			6,270			(5,154		)				1,405
Net cash (used in) provided by operating activities	(49,266		)	3,262			190,746						144,742
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(940,763		)	(1,155,695		)	1,155,695			(940,763		)
Principal collections and recoveries on consumer finance receivables				(38,671		)	922,478						883,807
Proceeds from sale of consumer finance receivables, net				1,155,695						(1,155,695		)
Purchases of property and equipment	1			(212		)	(101		)				(312		)
Change in restricted cash - securitization notes payable							(45,787		)				(45,787		)
Change in restricted cash - credit facilities							8,257						8,257
Change in other assets				1,370			38,823						40,193
Net change in investment in affiliates	(2,076		)	(5,520		)				7,596
Net cash (used in) provided by investing activities	(2,075		)	171,899			(232,025		)	7,596			(54,605		)
Cash flows from financing activities:
Borrowings on credit facilities							484,921						484,921
Payments on credit facilities							(552,951		)				(552,951		)
Issuance of securitization notes payable							1,050,000						1,050,000
Payments on securitization notes payable							(795,512		)				(795,512		)
Debt issuance costs							(7,686		)				(7,686		)
Proceeds from issuance of common stock	2,138						5,367			(5,367		)	2,138
Cash settlement of share based awards	(16,062		)										(16,062		)
Other net changes	313												313
Net change in due from (to) affiliates	62,897			77,588			(140,434		)	(51		)
Net cash provided by financing activities	49,286			77,588			43,705			(5,418		)	165,161
Net (decrease) increase in cash and cash equivalents	(2,055		)	252,749			2,426			2,178			255,298
Effect of Canadian exchange rate changes on cash and cash equivalents	2,055						81			(2,178		)	(42		)
Cash and cash equivalents at beginning of period				273,166			9,107						282,273
Cash and cash equivalents at end of period	$			$	525,915		$	11,614		$			$	537,529

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

Year Ended June 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	220,546		$	236,879		$	375,319		$	(612,198	)	$	220,546
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,688			1,766			75,590						79,044
Accretion and amortization of loan and leasing fees				(578		)	5,369						4,791
Provision for loan losses				166,706			221,352						388,058
Deferred income taxes	81,395			162,627			(268,589		)				(24,567		)
Stock-based compensation expense	15,115												15,115
Amortization of warrant costs	1,968												1,968
Non-cash interest charges on convertible debt	21,554												21,554
Other	(283		)	(3,495		)	(12,459		)				(16,237		)
Equity in income of affiliates	(243,078		)	(369,120		)				612,198
Changes in assets and liabilities:
Income tax receivable	162,036						35,366						197,402
Other assets	7,941			(6,478		)	3,793						5,256
Accounts payable and accrued expenses	59,653			8,388			(41,796		)				26,245
Taxes payable	11,289			(1,607		)	(148		)				9,534
Net cash provided by operating activities	339,824			195,088			393,797						928,709
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(2,090,602		)	(1,606,156		)	1,606,156			(2,090,602		)
Principal collections and recoveries on consumer finance receivables				61,906			3,544,774						3,606,680
Proceeds from sale of consumer finance receivables, net				1,606,156						(1,606,156		)
Purchases of property and equipment				(580		)	(1,001		)				(1,581		)
Change in restricted cash - securitization notes payable							(78,549		)				(78,549		)
Change in restricted cash - credit facilities							52,354						52,354
Change in other assets				29,992			23,930						53,922
Net change in investment in affiliates	(9,308		)	2,155,664						(2,146,356		)
Net cash (used in) provided by investing activities	(9,308		)	1,762,536			1,935,352			(2,146,356		)	1,542,224
Cash flows from financing activities:
Borrowings on credit facilities							775,665						775,665
Payments on credit facilities							(1,806,852		)				(1,806,852		)
Issuance of securitization notes payable							2,352,493						2,352,493
Payments on securitization notes payable							(3,674,062		)				(3,674,062		)
Debt issuance costs	1,810						(26,564		)				(24,754		)
Proceeds from issuance of common stock	15,635						(2,158,877		)	2,158,877			15,635
Retirement of debt	(20,425		)										(20,425		)
Other net changes	645												645
Net change in due (to) from affiliates	(336,411		)	(1,867,467		)	2,209,044			(5,166		)
Net cash used in financing activities	(338,746		)	(1,867,467		)	(2,329,153		)	2,153,711			(2,381,655		)
Net (decrease) increase in cash and cash equivalents	(8,230		)	90,157			(4		)	7,355			89,278
Effect of Canadian exchange rate changes on cash and cash equivalents	8,230						(1,167		)	(7,355		)	(292		)
Cash and cash equivalents at beginning of period				183,009			10,278						193,287
Cash and cash equivalents at end of period	$			$	273,166		$	9,107		$			$	282,273

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Stock Based Compensation Stock Based Compensation (Narrative) (Details) (USD $)	3 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 300,000			$ 1,300,000
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures				5,596,600
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		98,800,000
Share-based Compensation	5,019,000	3,716,000	17,106,000	15,115,000
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized Stock Based Compensation				1,200,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unamortized Stock Based Compensation				14,400,000
Share-based Compensation	3,600,000			10,100,000
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from Stock Options Exercised	300,000			10,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	100,000			5,900,000
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from Stock Options Exercised				1,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value				$ 30,000

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Earnings Per Share Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010
			Year Ended June 30, 2010
Net income	$	51,300	$	220,546
Basic weighted average shares	135,232,827		133,845,238
Incremental shares resulting from assumed conversions:
Stock based compensation and warrants	5,069,928		4,334,707
Diluted weighted average shares	140,302,755		138,179,945
Earnings per share:
Basic	$	0.38	$	1.65
Diluted	$	0.37	$	1.60

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Fair Values Of Assets And Liabilities Fair Value Measured On Recurring Basis (Tables)

12 Months Ended

Dec. 31, 2011

Fair Values Of Assets And Liabilities [abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	December 31, 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)	$	1,830,261					$	1,830,261
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	386			386
Interest rate swaps(iii)					$	133	133
Total assets	$	1,830,261	$	386	$	133	$	1,830,780
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps(iii)					$	133	$	133
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	394			394
Total liabilities	$		$	394	$	133	$	527

_________________ 

(a) Excludes cash in banks of $227.7 million.

	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.

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Transition Period Financial Information

12 Months Ended

Dec. 31, 2012

Transition Period Financial Information [Abstract]

Transition Period Financial Information [Text Block]

Transition Period Financial Information (dollars in thousands, except per share data):

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

_________________ 

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

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Income Taxes (Details) (USD $)	3 Months Ended			12 Months Ended
	Dec. 31, 2011 Rate	Dec. 31, 2010 Rate	Sep. 30, 2010 Rate	Dec. 31, 2012 Rate	Jun. 30, 2010 Rate
Income Taxes [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	$ 1,676,000			$ 2,389,000
Unrecognized Tax Benefits	26,500,000	21,400,000	18,500,000	28,100,000	17,600,000
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Lower Bound				0
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound				9,400,000
Income Tax Sharing Agreement With Parent - Maximum Amount				650,000,000
Difference Between Amounts Paid Under Tax Sharing Arrangement and for Financial Reporting Purposes				800,000
Intercompany Taxes Payable	300,306,000			558,622,000
Effective Income Tax Rate, Continuing Operations	0.00%	0.00%	0.00%	0.00%	0.00%
Deferred Tax Assets, Operating Loss Carryforwards, Foreign	$ 4,609,000			$ 21,146,000

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2011

Supplemental Cash Flow Information [Abstract]

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

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

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Interest costs (none capitalized)	$	298,432	$	283,616	$	66,399	$	90,490	$	446,699
Income taxes	12,083		4,892		16,974		28,904		190,825

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Supplemental Disclosure for Accumulated Other Comprehensive Income Parentheticals (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax	$ (170)	$ (3,001)	$ (43)	$ 646	$ (13,333)
Other Comprehensive Income (Loss), Reclassification Adjustment on Derivatives Included in Net Income, Tax	19	5,285	(876)	400	28,948
Other Comprehensive Income (Loss), Foreign Currency Translation Gain (Loss) Arising During Period, Tax	$ 0	$ 743	$ 0	$ 0	$ 2,952

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Guarantor Consolidating Financial Statements Guarantor Cash Flow (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Net Income (Loss) Attributable to Parent	$ 74,633	$ 51,300	$ 463,126	$ 385,527	$ 220,546
Depreciation, Depletion and Amortization, Nonproduction	7,809	14,649	255,182	109,619	79,044
Amortization of Deferred Loan Origination Fees, Net	1,111	(942)	(53,189)	(20,702)	4,791
Amortization of Finance Receivables Pemium	77,092		(10,419)	177,566
Amortization of Debt Discount (Premium)	(27,458)		(31,648)	(67,671)
Provision for Loan and Lease Losses	26,352	74,618	303,692	178,372	388,058
Deferred Income Tax Expense (Benefit)	21,367	452	2,626	50,236	(24,567)
Share-based Compensation		5,019	3,716	17,106	15,115
Amortization Of Warrant Costs					1,968
Non-Cash Interest Charges on Convertible Debt		5,625			21,554
Other Noncash Income (Expense)	(11,539)	(13,800)	(11,209)	(23,218)	(16,237)
Change In Equity In Income Of Affiliates
Increase (Decrease) in Income Taxes Receivable					197,402
Increase Decrease In Other Assets	(369)	16,373	2,378	34,649	5,256
Increase (Decrease) in Accounts Payable and Accrued Liabilities	(10,275)	(9,957)	47,946	(21,399)	26,245
Increase (Decrease) in Accrued Taxes Payable	(9,448)	1,405	7,816	(77,285)	9,534
Increase or Decrease in Intercompany Taxes Payable	42,214		258,316	258,092
Net Cash Provided by (Used in) Operating Activities	191,489	144,742	1,238,333	1,000,892	928,709
Principal Collection and Recoveries on Receivables	870,862	883,807	4,006,893	3,719,264	3,606,680
Principal Collections and Recoveries on Commercial Lending Receivables			667,181
Net Proceeds From the Sale of Receivables
Purchases of Leased Vehicles	(10,655)		(1,077,163)	(857,138)
Proceeds from Leases Held-for-investment			55,414	38,054
Payments to Acquire Property, Plant, and Equipment	2,429	312	13,489	8,359	1,581
Payments to Acquire Businesses, Gross				9,601
Cash Acquired from Acquisition				9,283
Increase (Decrease) in Restricted Cash and Investments	(49,860)	45,787	(190,375)	(6,799)	78,549
Increase (Decrease) in Restricted Cash	(3,030)	(8,257)	(122,345)	5,108	(52,354)
Payments for (Proceeds from) Other Investing Activities	(13,236)	(40,193)	10,911	12,602	(53,922)
Investment in Affiliates - Net Change
Net Cash Provided by (Used in) Investing Activities	(23,414)	(54,605)	(2,839,606)	(2,140,047)	1,542,224
Proceeds from Lines of Credit	468,394	484,921	1,199,707	3,716,609	775,665
Repayments of Lines of Credit	(256,362)	(552,951)	1,950,484	3,446,074	(1,806,852)
Proceeds from Issuance of Financial Services Obligations	700,000	1,050,000	6,400,000	4,550,000	2,352,493
Repayments of Financial Services Obligations	(954,644)	(795,512)	4,282,977	3,675,459	(3,674,062)
Proceeds from Issuance of Senior Long-term Debt			1,000,000	500,000
Payments of Debt Issuance Costs	4,314	7,686	48,201	49,318	24,754
Extinguishment of Debt, Amount	(464,254)		(505)	(75,164)
Proceeds from Contributions from Parent
Proceeds from (Payments for) Other Financing Activities		(313)		(528)	(645)
Increase (Decrease) Due from Affiliates
Net Cash Provided by (Used in) Financing Activities	(511,180)	165,161	2,317,255	1,520,066	(2,381,655)
Cash and Cash Equivalents, Period Increase (Decrease)	(343,105)	255,298	715,982	380,911	89,278
Effect of Exchange Rate on Cash and Cash Equivalents	130	(42)	1,215	(3,168)	(292)
Cash and Cash Equivalents, at Carrying Value	194,554	537,529	1,289,494	572,297	282,273
Proceeds From Issue of Common Stock - Non-Cash		2,138			15,635
Repayments of Long-term Debt					(20,425)
Cash Settlement of Share Based Awards		(16,062)
Consumer Loans Auto Financing Receivable [Member]
Payments to Acquire Receivables	(947,318)	(940,763)	(5,556,169)	(5,020,639)	(2,090,602)
Commercial Loan [Member]
Payments to Acquire Receivables			(1,224,082)
Guarantor Subsidiaries [Member]
Net Income (Loss) Attributable to Parent	94,876	70,364	501,559	388,349	236,879
Depreciation, Depletion and Amortization, Nonproduction	338	225	1,686	1,653	1,766
Amortization of Deferred Loan Origination Fees, Net	(11)	(646)	340	(1,415)	(578)
Amortization of Finance Receivables Pemium	11,305		25	9,742
Provision for Loan and Lease Losses	11,797	56,760	231,033	157,923	166,706
Deferred Income Tax Expense (Benefit)	(48,730)	(17,521)	77,523	(1,062)	162,627
Other Noncash Income (Expense)	4,841	(787)	1,871	18,929	(3,495)
Change In Equity In Income Of Affiliates	(88,171)	(115,397)	(598,939)	(488,787)	(369,120)
Increase Decrease In Other Assets	19,127	10,603	(4,031)	58	(6,478)
Increase (Decrease) in Accounts Payable and Accrued Liabilities	(4,223)	(6,609)	32,397	28,944	8,388
Increase (Decrease) in Accrued Taxes Payable	138	6,270	(653)	4,882	(1,607)
Net Cash Provided by (Used in) Operating Activities	1,287	3,262	242,811	119,216	195,088
Principal Collection and Recoveries on Receivables	(105)	(38,671)	(1,137)	1,339	61,906
Principal Collections and Recoveries on Commercial Lending Receivables			667,181
Net Proceeds From the Sale of Receivables	1,001,126	1,155,695	4,887,966	4,802,863	1,606,156
Payments to Acquire Property, Plant, and Equipment	617	212	2,447	2,617	580
Payments for (Proceeds from) Other Investing Activities	7,330	(1,370)	(31,318)	2,840	(29,992)
Investment in Affiliates - Net Change	(1,820,204)	5,520	(2,738,205)	(791,737)	(2,155,664)
Net Cash Provided by (Used in) Investing Activities	1,865,960	171,899	1,540,835	569,843	1,762,536
Proceeds from Contributions from Parent	63,421			15,766
Increase (Decrease) Due from Affiliates	2,271,579	(77,588)	1,032,012	389,273	1,867,467
Net Cash Provided by (Used in) Financing Activities	(2,208,158)	77,588	(1,032,012)	(373,507)	(1,867,467)
Cash and Cash Equivalents, Period Increase (Decrease)	(340,911)	252,749	751,634	315,552	90,157
Cash and Cash Equivalents, at Carrying Value	185,004	525,915	1,252,190	500,556	273,166
Guarantor Subsidiaries [Member] | Consumer Loans Auto Financing Receivable [Member]
Payments to Acquire Receivables	(947,318)	(940,763)	(5,556,169)	(5,020,639)	(2,090,602)
Guarantor Subsidiaries [Member] | Commercial Loan [Member]
Payments to Acquire Receivables			(1,224,082)
Non-Guarantor Subsidiaries [Member]
Net Income (Loss) Attributable to Parent	85,766	115,762	586,583	505,188	375,319
Depreciation, Depletion and Amortization, Nonproduction	5,958	13,938	250,778	102,180	75,590
Amortization of Deferred Loan Origination Fees, Net	1,122	(296)	(53,529)	(19,287)	5,369
Amortization of Finance Receivables Pemium	65,787		(10,444)	167,824
Amortization of Debt Discount (Premium)	(27,416)		(31,648)	(67,488)
Provision for Loan and Lease Losses	14,555	17,858	72,659	20,449	221,352
Deferred Income Tax Expense (Benefit)	20,991	64,051	(65,252)	(46,723)	(268,589)
Other Noncash Income (Expense)	(16,622)	(13,013)	(13,080)	(43,583)	(12,459)
Increase (Decrease) in Income Taxes Receivable					35,366
Increase Decrease In Other Assets	(9,621)	1,685	2,782	32,695	3,793
Increase (Decrease) in Accounts Payable and Accrued Liabilities	19,780	(4,085)	12,732	(15,836)	(41,796)
Increase (Decrease) in Accrued Taxes Payable	(1,031)	(5,154)	(2,298)	(6,298)	(148)
Net Cash Provided by (Used in) Operating Activities	159,269	190,746	749,283	629,121	393,797
Principal Collection and Recoveries on Receivables	870,967	922,478	4,008,030	3,717,925	3,544,774
Purchases of Leased Vehicles	(10,655)		(1,077,163)	(857,138)
Proceeds from Leases Held-for-investment			55,414	38,054
Payments to Acquire Property, Plant, and Equipment	4,402	101	11,042	7,666	1,001
Payments to Acquire Businesses, Gross				9,601
Cash Acquired from Acquisition				9,283
Increase (Decrease) in Restricted Cash and Investments	(49,860)	45,787	(190,375)	(6,799)	78,549
Increase (Decrease) in Restricted Cash	(3,030)	(8,257)	(122,345)	5,108	(52,354)
Payments for (Proceeds from) Other Investing Activities	(20,566)	(38,823)	(3,336)	9,762	(23,930)
Net Cash Provided by (Used in) Investing Activities	(71,760)	(232,025)	(1,596,671)	(1,920,077)	1,935,352
Proceeds from Lines of Credit	468,394	484,921	1,199,707	3,716,609	775,665
Repayments of Lines of Credit	(256,362)	(552,951)	1,950,484	3,446,074	(1,806,852)
Proceeds from Issuance of Financial Services Obligations	700,000	1,050,000	6,400,000	4,550,000	2,352,493
Repayments of Financial Services Obligations			4,282,977	3,675,459	(3,674,062)
Payments of Debt Issuance Costs	4,314	7,686	35,964	41,696	26,564
Proceeds from Contributions from Parent	(1,885,434)		(2,744,846)	721,641
Increase (Decrease) Due from Affiliates	(1,842,610)	140,434	(2,219,634)	462,570	(2,209,044)
Net Cash Provided by (Used in) Financing Activities	(89,750)	43,705	805,070	1,362,451	(2,329,153)
Cash and Cash Equivalents, Period Increase (Decrease)	(2,241)	2,426	(42,318)	71,495	(4)
Effect of Exchange Rate on Cash and Cash Equivalents	177	81	7,881	(9,304)	(1,167)
Cash and Cash Equivalents, at Carrying Value	9,550	11,614	37,304	71,741	9,107
Proceeds From Issue of Common Stock - Non-Cash		5,367			(2,158,877)
Non-Guarantor Subsidiaries [Member] | Consumer Loans Auto Financing Receivable [Member]
Payments to Acquire Receivables	(1,001,126)	(1,155,695)	(4,887,966)	(4,802,863)	(1,606,156)
Consolidation, Eliminations [Member]
Net Income (Loss) Attributable to Parent	(180,642)	(186,126)	(1,088,142)	(893,537)	(612,198)
Change In Equity In Income Of Affiliates	180,642	186,126	1,088,142	893,537	612,198
Net Cash Provided by (Used in) Operating Activities
Net Proceeds From the Sale of Receivables	(1,001,126)	(1,155,695)	(4,887,966)	(4,802,863)	(1,606,156)
Investment in Affiliates - Net Change	1,788,448	(7,596)	2,738,205	784,551	2,146,356
Net Cash Provided by (Used in) Investing Activities	(1,788,448)	7,596	(2,738,205)	(784,551)	(2,146,356)
Proceeds from Contributions from Parent	1,822,013		2,744,846	(737,407)
Increase (Decrease) Due from Affiliates	31,699	51	(25)	(1,504,841)	5,166
Net Cash Provided by (Used in) Financing Activities	1,790,314	(5,418)	2,744,871	767,434	2,153,711
Cash and Cash Equivalents, Period Increase (Decrease)	1,866	2,178	6,666	(17,117)	7,355
Effect of Exchange Rate on Cash and Cash Equivalents	(1,866)	(2,178)	(6,666)	17,117	(7,355)
Proceeds From Issue of Common Stock - Non-Cash		(5,367)			2,158,877
Consolidation, Eliminations [Member] | Consumer Loans Auto Financing Receivable [Member]
Payments to Acquire Receivables	1,001,126	1,155,695	4,887,966	4,802,863	1,606,156
Parent Company [Member]
Net Income (Loss) Attributable to Parent	74,633	51,300	463,126	385,527	220,546
Depreciation, Depletion and Amortization, Nonproduction	1,513	486	2,718	5,786	1,688
Amortization of Debt Discount (Premium)	(42)			(183)
Deferred Income Tax Expense (Benefit)	49,106	(46,078)	(9,645)	98,021	81,395
Share-based Compensation		5,019	3,716	17,106	15,115
Amortization Of Warrant Costs					1,968
Non-Cash Interest Charges on Convertible Debt		5,625			21,554
Other Noncash Income (Expense)	242			1,436	(283)
Change In Equity In Income Of Affiliates	(92,471)	(70,729)	(489,203)	(404,750)	(243,078)
Increase (Decrease) in Income Taxes Receivable					162,036
Increase Decrease In Other Assets	(9,875)	4,085	3,627	1,896	7,941
Increase (Decrease) in Accounts Payable and Accrued Liabilities	(25,832)	737	2,817	(34,507)	59,653
Increase (Decrease) in Accrued Taxes Payable	(8,555)	289	10,767	(75,869)	11,289
Increase or Decrease in Intercompany Taxes Payable	42,214		258,316	258,092
Net Cash Provided by (Used in) Operating Activities	30,933	(49,266)	246,239	252,555	339,824
Payments to Acquire Property, Plant, and Equipment	(2,590)	(1)		(1,924)
Payments for (Proceeds from) Other Investing Activities			45,565
Investment in Affiliates - Net Change	31,756	2,076		7,186	9,308
Net Cash Provided by (Used in) Investing Activities	(29,166)	(2,075)	(45,565)	(5,262)	(9,308)
Proceeds from Issuance of Senior Long-term Debt			1,000,000	500,000
Payments of Debt Issuance Costs			12,237	7,622	1,810
Extinguishment of Debt, Amount	(464,254)		(505)	(75,164)
Proceeds from (Payments for) Other Financing Activities		(313)		(528)	(645)
Increase (Decrease) Due from Affiliates	(460,668)	(62,897)	1,187,647	652,998	336,411
Net Cash Provided by (Used in) Financing Activities	(3,586)	49,286	(200,674)	(236,312)	(338,746)
Cash and Cash Equivalents, Period Increase (Decrease)	(1,819)	(2,055)		10,981	(8,230)
Effect of Exchange Rate on Cash and Cash Equivalents	1,819	2,055		(10,981)	8,230
Proceeds From Issue of Common Stock - Non-Cash		2,138			15,635
Repayments of Long-term Debt					(20,425)
Cash Settlement of Share Based Awards		$ (16,062)

XML

Credit Facilities (Tables)

12 Months Ended

Dec. 31, 2011

CREDIT FACILITIES SUMMARY [Abstract]

Credit Faclities Summary [Table Text Block]

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

	Successor
	December 31, 2012		December 31, 2011
Syndicated warehouse facility			$	621,257
Lease warehouse facility – Canada	$	354,203	181,314
Medium term note facility			293,528
Wachovia funding facility			3,292
	$	354,203	$	1,099,391

Schedule of Line of Credit Facilities [Table Text Block]

Further detail regarding terms and availability of the credit facilities^(a) as of December 31, 2012, is as follows (in thousands):

Facility	Facility Amount		Advances Outstanding		Assets Pledged (f)		Restricted Cash Pledged (g)
Syndicated warehouse facility(b)	$	2,500,000					$	300
Lease warehouse facility – U.S.(c)	600,000
Lease warehouse facility – Canada(d)	803,455		$	354,203	$	540,399	2,609
GM Related Party Credit Facility(e)	300,000
			$	354,203	$	540,399	$	2,909

_________________ 

(a) Does not include available borrowings on the GM Revolving Credit Facility. We may borrow against this facility for strategic initiatives and for general corporate purposes. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our or our subsidiaries' assets secure this facility. There were no borrowings on this facility in fiscal 2012.

(b) In May 2013, when the revolving period ends, and if the facility is not renewed, any 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.

(c) In January 2013, the facility was renewed and extended to May 2014. In May 2014 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 November 2019 when any outstanding balance will be due and payable.

(d) 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$352.7 million, assets pledged of C$538.1 million and restricted cash pledged of C$2.6 million at December 31, 2012.

(e) In August 2012, we renewed the GM Related Party Credit Facility ("GM Related Party Credit Facility") with GM Holdings, with a maturity date of September 2013.

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

(g) These amounts do not include cash collected on finance receivables and leasing related assets pledged of $11.9 million, which is also included in restricted cash – credit facilities on the consolidated balance she

Three Month Current Year Credit Facilty Metrics [Table Text Block]

(dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.44	%	$	80,727	$	621,257
Lease warehouse facility – Canada(a)	2.70	%	298,212		370,076

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$296.9 million and C$368.5 million, respectively.

Three Month Prior Year Credit Facility Metrics [Table Text Block]

Year to Date Current Year Credit Facility Metrics [Table Text Block]

Year to Date Prior Year Credit Facility Metrics [Table Text Block]

he 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 fiscal 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.56	%	$	296,576	$	826,859
Lease warehouse facility – U.S.	1.60	%	24,027		182,749
Lease warehouse facility – Canada(a)	2.69	%	40,849		181,314

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$41.6 million and C$184.6 million, respectively.

XML

Summary Of Significant Accounting Policies (Tables)

12 Months Ended

Jun. 30, 2010

Accounting Policies [Abstract]

Schedule of Assumptions Used [Table Text Block]

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

	Predecessor
	Year Ended June 30, 2010
Expected dividends	0
Expected volatility	65.7	%
Risk-free interest rate	1.2	%
Expected life	1.4 years

XML

Guarantor Consolidating Financial Statements

12 Months Ended

Dec. 31, 2011

Guarantor Consolidating Financial Statements [abstract]

Guarantor Condensed Consolidated Financial Statements [Text Block]

GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

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 ("the Guarantor") and none of our other subsidiaries (the "Non-Guarantor 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 December 31, 2011 and the year ended December 31, 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, 2012, and 2011 and for the years ended December 31, 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and the year ended June 30, 2010.

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

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 and for the year ended December 31, 2011. The errors are related to the allocation of carrying value adjustments, as well as certain intercompany equity transactions, between General Motors Financial Company, Inc., the Guarantor and 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, or for the year ended December 31, 2011.

	December 31, 2011
	(in thousands)
	General Motors Financial Company, Inc.				Guarantor					Non-Guarantors					Eliminations
Balance Sheet:	As Previously Reported		Restated		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	$	769,778	$	855,988						2,656,353			2,927,537		$	(3,426,131	)	$	(3,783,525	)
Investment in affiliates	2,871,356		2,785,146		3,252,248		5,423,232								(6,123,604		)	(8,208,378		)
Total assets					4,058,263		6,586,221			13,725,688			13,639,898		(9,549,735		)	(11,991,903		)
Due to affiliates					3,426,131		3,783,525								(3,426,131		)	(3,783,525		)
Total liabilities					3,495,851		3,853,245								(3,426,131		)	(3,783,525		)
Additional paid-in capital										1,143,529			2,199,694		(1,222,716		)	(2,278,881		)
Accumulated other comprehensive income							(10,801		)	(17,396		)	6,874		17,396			3,927
Retained earnings					483,225		2,664,590			3,918,022			2,751,797		(4,401,247		)	(5,416,387		)
Total shareholder's equity					562,412		2,732,976			5,561,192			5,475,402		(6,123,604		)	(8,208,378		)
Total liabilities and shareholder's equity					4,058,263		6,586,221			13,725,688			13,639,898		(9,549,735		)	(11,991,903		)

	Year Ended December 31, 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	$	85,427		$	106,857		$	1,161,260	$	1,139,830
Equity in income of affiliates	501,317			488,787							$	(906,067	)	$	(893,537	)
Income before income taxes	328,293			337,193			821,585		800,155		(906,067		)	(893,537		)
Income tax (benefit) provision	(60,056		)	(51,156		)	303,867		294,967
Net income							517,718		505,188		(906,067		)	(893,537		)

	Year Ended December 31, 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							$	517,718		$	505,188		$	(906,067	)	$	(893,537	)
Amortization of carrying value adjustment	$	31,172		$	9,742		146,394			167,824
Equity in income of affiliates	(501,317		)	(488,787		)							906,067			893,537
Net cash provided by operating activities	128,116			119,216			620,221			629,121
Cash flows from investing activities:
Purchases of consumer finance receivables, net							(5,138,407		)	(4,802,863		)	5,138,407			4,802,863
Proceeds from sale of receivables, net	5,138,407			4,802,863									(5,138,407		)	(4,802,863		)
Net cash provided (used in) by investing activities	905,387			569,843			(2,255,621		)	(1,920,077		)
Cash flows from financing activities:
Net change in due (to) from affiliates	(733,717		)	(389,273		)	(118,126		)	(462,570		)
Net cash provided (used in) by financing activities	(717,951		)	(373,507		)	1,706,895			1,362,451

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Assets
Cash and cash equivalents				$	1,252,190		$	37,304					$	1,289,494
Finance receivables, net				1,557,840			9,440,434						10,998,274
Restricted cash – securitization notes payable							728,908						728,908
Restricted cash – credit facilities							14,808						14,808
Property and equipment, net	$	220		4,328			47,528						52,076
Leased vehicles, net							1,702,867						1,702,867
Deferred income taxes	38,217			(27,731		)	96,589						107,075
Goodwill	1,094,923						13,355						1,108,278
Intercompany receivables	66,360												66,360
Other assets	13,773			17,677			97,481						128,931
Due from affiliates	2,063,179									$	(2,063,179	)
Investment in affiliates	3,274,348			2,192,607						(5,466,955		)
Total assets	$	6,551,020		$	4,996,911		$	12,179,274		$	(7,530,134	)	$	16,197,071
Liabilities and Shareholder's Equity
Liabilities:
Credit facilities							$	354,203					$	354,203
Securitization notes payable							9,023,308						9,023,308
Senior notes	$	1,500,000											1,500,000
Accounts payable and accrued expenses	22,519			$	88,692		106,727						217,938
Deferred income							69,784						69,784
Taxes payable	90,652			4,229			(1,419		)				93,462
Intercompany taxes payable	558,622												558,622
Interest rate swap and cap agreements				394			133						527
Due to affiliates				1,669,061			394,118			$	(2,063,179	)
Total liabilities	2,171,793			1,762,376			9,946,854			(2,063,179		)	11,817,844
Shareholder's equity:
Common stock							569,836			(569,836		)
Additional paid-in capital	3,459,195			79,187			122,425			(201,612		)	3,459,195
Accumulated other comprehensive loss	(3,254		)	(10,801		)	13,151			(2,350		)	(3,254		)
Retained earnings	923,286			3,166,149			1,527,008			(4,693,157		)	923,286
Total shareholder's equity	4,379,227			3,234,535			2,232,420			(5,466,955		)	4,379,227
Total liabilities and shareholder's equity	$	6,551,020		$	4,996,911		$	12,179,274		$	(7,530,134	)	$	16,197,071

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

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	855,988						2,927,537		$	(3,783,525	)
Investment in affiliates	2,785,146			5,423,232					(8,208,378		)
Total assets	$	4,808,704		$	6,586,221		$	13,639,898	$	(11,991,903	)	$	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				3,783,525					$	(3,783,525	)
Total liabilities	885,666			3,853,245			8,164,496		(3,783,525		)	9,119,882
Shareholder's equity:
Common stock							517,037		(517,037		)
Additional paid-in capital	3,470,495			79,187			2,199,694		(2,278,881		)	3,470,495
Accumulated other comprehensive loss	(7,617		)	(10,801		)	6,874		3,927			(7,617		)
Retained earnings	460,160			2,664,590			2,751,797		(5,416,387		)	460,160
Total shareholder's equity	3,923,038			2,732,976			5,475,402		(8,208,378		)	3,923,038
Total liabilities and shareholder's equity	$	4,808,704		$	6,586,221		$	13,639,898	$	(11,991,903	)	$	13,042,920

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Year Ended December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	149,924		$	1,444,250				$	1,594,174
Leased vehicle income							289,256					289,256
Other income	$	45,349		194,451			249,544		$	(412,239	)	77,105
Equity in income of affiliates	489,203			598,939					(1,088,142		)
	534,552			943,314			1,983,050		(1,500,381		)	1,960,535
Costs and expenses
Operating expenses	15,166			85,424			296,992					397,582
Leased vehicle expenses							211,407					211,407
Provision for loan losses				231,033			72,659					303,692
Interest expense	67,178			166,365			461,946		(412,239		)	283,250
Acquisition expenses							20,388					20,388
	82,344			482,822			1,063,392		(412,239		)	1,216,319
Income before income taxes	452,208			460,492			919,658		(1,088,142		)	744,216
Income tax (benefit) provision	(10,918		)	(41,067		)	333,075					281,090
Net income	$	463,126		$	501,559		$	586,583	$	(1,088,142	)	$	463,126
Comprehensive income	$	467,489		$	501,559		$	592,860	$	(1,094,419	)	$	467,489

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Year Ended December 31, 2011

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	106,857		$	1,139,830				$	1,246,687
Leased vehicle income							97,676					97,676
Other income	$	51,239		295,472			509,083		$	(790,169	)	65,625
Equity in income of affiliates	404,750			488,787					(893,537		)
	455,989			891,116			1,746,589		(1,683,706		)	1,409,988
Costs and expenses
Operating expenses	18,079			88,671			231,790					338,540
Leased vehicle expenses							67,088					67,088
Provision for loan losses				157,923			20,449					178,372
Interest expense	59,903			307,329			627,107		(790,169		)	204,170
	77,982			553,923			946,434		(790,169		)	788,170
Income before income taxes	378,007			337,193			800,155		(893,537		)	621,818
Income tax (benefit) provision	(7,520		)	(51,156		)	294,967					236,291
Net income	$	385,527		$	388,349		$	505,188	$	(893,537	)	$	385,527
Comprehensive income	$	376,352		$	388,349		$	449,794	$	(838,143	)	$	376,352

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

October 1, 2010 – December 31, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	15,402		$	248,945				$	264,347
Leased vehicle income							4,418					4,418
Other income	$	10,209		77,407			134,849		$	(210,059	)	12,406
Equity in income of affiliates	92,471			88,171					(180,642		)
	102,680			180,980			388,212		(390,701		)	281,171
Costs and expenses
Operating expenses	20,474			12,727			37,240					70,441
Leased vehicle expenses							2,106					2,106
Provision for loan losses				11,797			14,555					26,352
Interest expense	7,913			92,388			146,442		(210,059		)	36,684
Acquisition expenses							16,322					16,322
	28,387			116,912			216,665		(210,059		)	151,905
Income before income taxes	74,293			64,068			171,547		(180,642		)	129,266
Income tax (benefit) provision	(340		)	(30,808		)	85,781					54,633
Net income	$	74,633		$	94,876		$	85,766	$	(180,642	)	$	74,633
Comprehensive income	$	76,191		$	94,876		$	123,764	$	(218,640	)	$	76,191

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

July 1, 2010 – September 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	38,255		$	304,094					$	342,349
Leased vehicle income							15,888						15,888
Other income	$	8,644		80,242			136,244			$	(210,743	)	14,387
Equity in income of affiliates	70,729			115,397						(186,126		)
	79,373			233,894			456,226			(396,869		)	372,624
Costs and expenses
Operating expenses	18,104			4,710			46,041						68,855
Leased vehicle expenses							6,539						6,539
Provision for loan losses				56,760			17,858						74,618
Interest expense	11,394			83,266			205,447			(210,743		)	89,364
Acquisition expenses	6,199			36,452									42,651
Restructuring charges, net				15			(54		)				(39		)
	35,697			181,203			275,831			(210,743		)	281,988
Income before income taxes	43,676			52,691			180,395			(186,126		)	90,636
Income tax (benefit) provision	(7,624		)	(17,673		)	64,633						39,336
Net income	$	51,300		$	70,364		$	115,762		$	(186,126	)	$	51,300
Comprehensive income	$	56,583		$	70,364		$	124,715		$	(195,079	)	$	56,583

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

Year Ended June 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	98,707		$	1,332,612					$	1,431,319
Leased vehicle income							44,316						44,316
Other income	$	29,917		392,738			830,046			$	(1,205,519	)	47,182
Equity in income of affiliates	243,078			369,120						(612,198		)
	272,995			860,565			2,206,974			(1,817,717		)	1,522,817
Costs and expenses
Operating expenses	17,771			65,141			205,879						288,791
Leased vehicles expenses							34,639						34,639
Provision for loan losses				166,706			221,352						388,058
Interest expense	45,950			459,162			1,157,629			(1,205,519		)	457,222
Restructuring charges, net				859			(191		)				668
	63,721			691,868			1,619,308			(1,205,519		)	1,169,378
Income before income taxes	209,274			168,697			587,666			(612,198		)	353,439
Income tax (benefit) provision	(11,272		)	(68,182		)	212,347						132,893
Net income	$	220,546		$	236,879		$	375,319		$	(612,198	)	$	220,546
Comprehensive income	$	253,515		$	236,879		$	422,256		$	(659,135	)	$	253,515

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Year Ended December 31, 2012

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	463,126		$	501,559		$	586,583		$	(1,088,142	)	$	463,126
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,718			1,686			250,778						255,182
Accretion and amortization of loan and leasing fees				340			(53,529		)				(53,189		)
Amortization of carrying value adjustment				25			(10,444		)				(10,419		)
Amortization of purchase accounting premium							(31,648		)				(31,648		)
Provision for loan losses				231,033			72,659						303,692
Deferred income taxes	(9,645		)	77,523			(65,252		)				2,626
Stock-based compensation expense	3,716												3,716
Other				1,871			(13,080		)				(11,209		)
Equity in income of affiliates	(489,203		)	(598,939		)				1,088,142
Changes in assets and liabilities:
Other assets	3,627			(4,031		)	2,782						2,378
Accounts payable and accrued expenses	2,817			32,397			12,732						47,946
Taxes payable	10,767			(653		)	(2,298		)				7,816
Intercompany taxes payable	258,316												258,316
Net cash provided by operating activities	246,239			242,811			749,283						1,238,333
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(5,556,169		)	(4,887,966		)	4,887,966			(5,556,169		)
Principal collections and recoveries on consumer finance receivables				(1,137		)	4,008,030						4,006,893
Fundings of commercial finance receivables, net				(1,224,082		)							(1,224,082		)
Collections of commercial finance receivables				667,181									667,181
Proceeds from sale of consumer finance receivables, net				4,887,966						(4,887,966		)
Purchases of leased vehicles, net							(1,077,163		)				(1,077,163		)
Proceeds from termination of leased vehicles							55,414						55,414
Purchases of property and equipment				(2,447		)	(11,042		)				(13,489		)
Change in restricted cash - securitization notes							190,375						190,375
Change in restricted cash - credit facilities							122,345						122,345
Change in other assets	(45,565		)	31,318			3,336						(10,911		)
Net change in investment in affiliates				2,738,205						(2,738,205		)
Net cash (used in) provided by investing activities	(45,565		)	1,540,835			(1,596,671		)	(2,738,205		)	(2,839,606		)
Cash flows from financing activities:
Borrowings on credit facilities							1,199,707						1,199,707
Payments on credit facilities							(1,950,484		)				(1,950,484		)
Issuance of securitization notes payable							6,400,000						6,400,000
Payments on securitization notes payable							(4,282,977		)				(4,282,977		)
Issuance of senior notes	1,000,000												1,000,000
Debt issuance costs	(12,237		)				(35,964		)				(48,201		)
Retirement of debt	(505		)										(505		)
Other net changes	(285		)										(285		)
Net capital contribution to subsidiaries							(2,744,846		)	2,744,846
Net change in due (to) from affiliates	(1,187,647		)	(1,032,012		)	2,219,634			25
Net cash (used in) provided by financing activities	(200,674		)	(1,032,012		)	805,070			2,744,871			2,317,255
Net increase (decrease) in cash and cash equivalents				751,634			(42,318		)	6,666			715,982
Effect of foreign exchange rate changes on cash and cash equivalents							7,881			(6,666		)	1,215
Cash and cash equivalents at beginning of period				500,556			71,741						572,297
Cash and cash equivalents at end of period	$			$	1,252,190		$	37,304		$			$	1,289,494

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Year Ended December 31, 2011

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	385,527		$	388,349		$	505,188		$	(893,537	)	$	385,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,786			1,653			102,180						109,619
Accretion and amortization of loan and leasing fees				(1,415		)	(19,287		)				(20,702		)
Amortization of carrying value adjustment				9,742			167,824						177,566
Amortization of purchase accounting premium	(183		)				(67,488		)				(67,671		)
Provision for loan losses				157,923			20,449						178,372
Deferred income taxes	98,021			(1,062		)	(46,723		)				50,236
Stock-based compensation expense	17,106												17,106
Other	1,436			18,929			(43,583		)				(23,218		)
Equity in income of affiliates	(404,750		)	(488,787		)				893,537
Changes in assets and liabilities:
Other assets	1,896			58			32,695						34,649
Accounts payable and accrued expenses	(34,507		)	28,944			(15,836		)				(21,399		)
Taxes payable	(75,869		)	4,882			(6,298		)				(77,285		)
Intercompany taxes payable	258,092												258,092
Net cash provided by operating activities	252,555			119,216			629,121						1,000,892
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(5,020,639		)	(4,802,863		)	4,802,863			(5,020,639		)
Principal collections and recoveries on consumer finance receivables				1,339			3,717,925						3,719,264
Proceeds from sale of consumer finance receivables, net				4,802,863						(4,802,863		)
Purchases of leased vehicles, net							(857,138		)				(857,138		)
Proceeds from termination of leased vehicles							38,054						38,054
Sales (purchases) of property and equipment	1,924			(2,617		)	(7,666		)				(8,359		)
Acquisition of FinanciaLinx							(9,601		)				(9,601		)
FinanciaLinx cash on hand at acquisition							9,283						9,283
Change in restricted cash - securitization notes payable							6,799						6,799
Change in restricted cash - credit facilities							(5,108		)				(5,108		)
Change in other assets				(2,840		)	(9,762		)				(12,602		)
Net change in investment in affiliates	(7,186		)	791,737						(784,551		)
Net cash (used in) provided by investing activities	(5,262		)	569,843			(1,920,077		)	(784,551		)	(2,140,047		)
Cash flows from financing activities:
Borrowings on credit facilities							3,716,609						3,716,609
Payments on credit facilities							(3,446,074		)				(3,446,074		)
Issuance of securitization notes payable							4,550,000						4,550,000
Payments on securitization notes payable							(3,675,459		)				(3,675,459		)
Issuance of senior notes	500,000												500,000
Debt issuance costs	(7,622		)				(41,696		)				(49,318		)
Retirement of debt	(75,164		)										(75,164		)
Net capital contribution to subsidiaries				15,766			721,641			(737,407		)
Other net changes	(528		)										(528		)
Net change in due (to) from affiliates	(652,998		)	(389,273		)	(462,570		)	1,504,841
Net cash (used in) provided by financing activities	(236,312		)	(373,507		)	1,362,451			767,434			1,520,066
Net increase in cash and cash equivalents	10,981			315,552			71,495			(17,117		)	380,911
Effect of Canadian exchange rate changes on cash and cash equivalents	(10,981		)				(9,304		)	17,117			(3,168		)
Cash and cash equivalents at beginning of period				185,004			9,550						194,554
Cash and cash equivalents at end of period	$			$	500,556		$	71,741		$			$	572,297

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

October 1, 2010 – December 31, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	74,633		$	94,876		$	85,766		$	(180,642	)	$	74,633
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,513			338			5,958						7,809
Accretion and amortization of loan and leasing fees				(11		)	1,122						1,111
Amortization of carrying value adjustment				11,305			65,787						77,092
Amortization of purchase accounting premium	(42		)				(27,416		)				(27,458		)
Provision for loan losses				11,797			14,555						26,352
Deferred income taxes	49,106			(48,730		)	20,991						21,367
Other	242			4,841			(16,622		)				(11,539		)
Equity in income of affiliates	(92,471		)	(88,171		)				180,642
Changes in assets and liabilities:
Other assets	(9,875		)	19,127			(9,621		)				(369		)
Accounts payable and accrued expenses	(25,832		)	(4,223		)	19,780						(10,275		)
Taxes payable	(8,555		)	138			(1,031		)				(9,448		)
Intercompany taxes payable	42,214												42,214
Net cash provided by operating activities	30,933			1,287			159,269						191,489
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(947,318		)	(1,001,126		)	1,001,126			(947,318		)
Principal collections and recoveries on consumer finance receivables				(105		)	870,967						870,862
Proceeds from sale of consumer finance receivables, net				1,001,126						(1,001,126		)
Purchases of leased vehicles, net							(10,655		)				(10,655		)
Sales (purchases) of property and equipment	2,590			(617		)	(4,402		)				(2,429		)
Change in restricted cash - securitization notes payable							49,860						49,860
Change in restricted cash - credit facilities							3,030						3,030
Change in other assets				(7,330		)	20,566						13,236
Net change in investment in affiliates	(31,756		)	1,820,204						(1,788,448		)
Net cash (used in) provided by investing activities	(29,166		)	1,865,960			(71,760		)	(1,788,448		)	(23,414		)
Cash flows from financing activities:
Borrowings on credit facilities							468,394						468,394
Payments on credit facilities							(256,362		)				(256,362		)
Issuance of securitization notes payable							700,000						700,000
Payments on securitization notes payable							(954,644		)				(954,644		)
Debt issuance costs							(4,314		)				(4,314		)
Retirement of debt	(464,254		)										(464,254		)
Net capital contribution to subsidiaries				63,421			(1,885,434		)	1,822,013
Net change in due from (to) affiliates	460,668			(2,271,579		)	1,842,610			(31,699		)
Net cash used in financing activities	(3,586		)	(2,208,158		)	(89,750		)	1,790,314			(511,180		)
Net decrease in cash and cash equivalents	(1,819		)	(340,911		)	(2,241		)	1,866			(343,105		)
Effect of Canadian exchange rate changes on cash and cash equivalents	1,819						177			(1,866		)	130
Cash and cash equivalents at beginning of period				525,915			11,614						537,529
Cash and cash equivalents at end of period	$			$	185,004		$	9,550		$			$	194,554

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

July 1, 2010 – September 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	51,300		$	70,364		$	115,762		$	(186,126	)	$	51,300
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	486			225			13,938						14,649
Accretion and amortization of loan and leasing fees				(646		)	(296		)				(942		)
Provision for loan losses				56,760			17,858						74,618
Deferred income taxes	(46,078		)	(17,521		)	64,051						452
Stock-based compensation expense	5,019												5,019
Non-cash interest charges on convertible debt	5,625												5,625
Other				(787		)	(13,013		)				(13,800		)
Equity in income of affiliates	(70,729		)	(115,397		)				186,126
Changes in assets and liabilities:
Other assets	4,085			10,603			1,685						16,373
Accounts payable and accrued expenses	737			(6,609		)	(4,085		)				(9,957		)
Taxes payable	289			6,270			(5,154		)				1,405
Net cash (used in) provided by operating activities	(49,266		)	3,262			190,746						144,742
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(940,763		)	(1,155,695		)	1,155,695			(940,763		)
Principal collections and recoveries on consumer finance receivables				(38,671		)	922,478						883,807
Proceeds from sale of consumer finance receivables, net				1,155,695						(1,155,695		)
Purchases of property and equipment	1			(212		)	(101		)				(312		)
Change in restricted cash - securitization notes payable							(45,787		)				(45,787		)
Change in restricted cash - credit facilities							8,257						8,257
Change in other assets				1,370			38,823						40,193
Net change in investment in affiliates	(2,076		)	(5,520		)				7,596
Net cash (used in) provided by investing activities	(2,075		)	171,899			(232,025		)	7,596			(54,605		)
Cash flows from financing activities:
Borrowings on credit facilities							484,921						484,921
Payments on credit facilities							(552,951		)				(552,951		)
Issuance of securitization notes payable							1,050,000						1,050,000
Payments on securitization notes payable							(795,512		)				(795,512		)
Debt issuance costs							(7,686		)				(7,686		)
Proceeds from issuance of common stock	2,138						5,367			(5,367		)	2,138
Cash settlement of share based awards	(16,062		)										(16,062		)
Other net changes	313												313
Net change in due from (to) affiliates	62,897			77,588			(140,434		)	(51		)
Net cash provided by financing activities	49,286			77,588			43,705			(5,418		)	165,161
Net (decrease) increase in cash and cash equivalents	(2,055		)	252,749			2,426			2,178			255,298
Effect of Canadian exchange rate changes on cash and cash equivalents	2,055						81			(2,178		)	(42		)
Cash and cash equivalents at beginning of period				273,166			9,107						282,273
Cash and cash equivalents at end of period	$			$	525,915		$	11,614		$			$	537,529

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

Year Ended June 30, 2010

(in thousands)

	General Motors Financial Company, Inc.			Guarantor			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	220,546		$	236,879		$	375,319		$	(612,198	)	$	220,546
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,688			1,766			75,590						79,044
Accretion and amortization of loan and leasing fees				(578		)	5,369						4,791
Provision for loan losses				166,706			221,352						388,058
Deferred income taxes	81,395			162,627			(268,589		)				(24,567		)
Stock-based compensation expense	15,115												15,115
Amortization of warrant costs	1,968												1,968
Non-cash interest charges on convertible debt	21,554												21,554
Other	(283		)	(3,495		)	(12,459		)				(16,237		)
Equity in income of affiliates	(243,078		)	(369,120		)				612,198
Changes in assets and liabilities:
Income tax receivable	162,036						35,366						197,402
Other assets	7,941			(6,478		)	3,793						5,256
Accounts payable and accrued expenses	59,653			8,388			(41,796		)				26,245
Taxes payable	11,289			(1,607		)	(148		)				9,534
Net cash provided by operating activities	339,824			195,088			393,797						928,709
Cash flows from investing activities:
Purchases of consumer finance receivables, net				(2,090,602		)	(1,606,156		)	1,606,156			(2,090,602		)
Principal collections and recoveries on consumer finance receivables				61,906			3,544,774						3,606,680
Proceeds from sale of consumer finance receivables, net				1,606,156						(1,606,156		)
Purchases of property and equipment				(580		)	(1,001		)				(1,581		)
Change in restricted cash - securitization notes payable							(78,549		)				(78,549		)
Change in restricted cash - credit facilities							52,354						52,354
Change in other assets				29,992			23,930						53,922
Net change in investment in affiliates	(9,308		)	2,155,664						(2,146,356		)
Net cash (used in) provided by investing activities	(9,308		)	1,762,536			1,935,352			(2,146,356		)	1,542,224
Cash flows from financing activities:
Borrowings on credit facilities							775,665						775,665
Payments on credit facilities							(1,806,852		)				(1,806,852		)
Issuance of securitization notes payable							2,352,493						2,352,493
Payments on securitization notes payable							(3,674,062		)				(3,674,062		)
Debt issuance costs	1,810						(26,564		)				(24,754		)
Proceeds from issuance of common stock	15,635						(2,158,877		)	2,158,877			15,635
Retirement of debt	(20,425		)										(20,425		)
Other net changes	645												645
Net change in due (to) from affiliates	(336,411		)	(1,867,467		)	2,209,044			(5,166		)
Net cash used in financing activities	(338,746		)	(1,867,467		)	(2,329,153		)	2,153,711			(2,381,655		)
Net (decrease) increase in cash and cash equivalents	(8,230		)	90,157			(4		)	7,355			89,278
Effect of Canadian exchange rate changes on cash and cash equivalents	8,230						(1,167		)	(7,355		)	(292		)
Cash and cash equivalents at beginning of period				183,009			10,278						193,287
Cash and cash equivalents at end of period	$			$	273,166		$	9,107		$			$	282,273

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Derivative Financial Instruments And Hedging Activities Derivative (Narrative) (Details) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Derivative [Line Items]
Unrealized Gains (Losses) on Interest Rate Swap Agreements Designated as Hedges				$ 2,400,000
Gain (Loss) on Interest Rate Derivative Instruments Not Designated as Hedging Instruments			200,000
Restricted Cash - Derivative Collateral			4,200,000	35,500,000
Interest Rate Swap [Member] | Other Assets [Member]
Derivative [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings	$ 1,194,000	$ 5,417,000	$ 152,000	$ (1,676,000)	$ 12,595,000

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Income Taxes Effective Income Tax Rate Reconciliation (Tables)

12 Months Ended

Dec. 31, 2012

Effective Income Tax Rate Reconciliation [Abstract]

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

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

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
U.S. statutory tax rate	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%
State and other income taxes	1.2		1.3		1.2		0.9		0.9
Uncertain tax positions	1.2		1.1		1.7		1.6		1.1
Non-deductible acquisition expenses			0.1		4.6		4.5
Other	0.4		0.5		(0.2	)	1.4		0.6
	37.8	%	38.0	%	42.3	%	43.4	%	37.6	%

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Securitization Notes Payable (Tables)

12 Months Ended

Dec. 31, 2011

Securitization Notes Payable [Abstract]

Securitizations Notes Payable [Table Text Block]

ritization notes payable 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 December 31, 2012		Note Balance at December 31, 2011
2006	January 2014			$	1,200,000			5.4	%								$	63,293
2007	October 2013	-	March 2016	1,000,000		-	1,500,000	5.2	%	-	5.5	%					793,732
2008	January 2015	-	April 2015	500,000				8.7	%	-	10.5	%	$	147,026	$	24,126	171,224
2009	January 2016	-	July 2017	227,493		-	725,000	2.7	%	-	7.5	%	207,409		159,832		297,522
2010	July 2017	-	April 2018	200,000		-	850,000	2.2	%	-	3.8	%	1,229,587		1,095,208		1,756,455
2011	July 2018	-	March 2019	800,000		-	1,000,000	2.4	%	-	2.9	%	2,728,474		2,518,578		3,813,191
2012(b)	June 2019	-	May 2020	800,000		-	1,300,000	1.4	%	-	2.9	%	5,589,512		5,214,414
													$	9,902,008	9,012,158		6,895,417
Purchase accounting premium															11,150		42,424
Total															$	9,023,308	$	6,937,841

_________________ 

(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. Expected principal payments are $3,406.2 million in fiscal 2013, $2,324.0 million in fiscal 2014, $1,771.6 million in fiscal 2015, $1,073.2 million in fiscal 2016 and $437.8 million in fiscal 2017.

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

At t

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Summary Of Significant Accounting Policies Fair Value Option Pricing Assumptions (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Option Pricing Assumptions [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

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

	Predecessor
	Year Ended June 30, 2010
Expected dividends	0
Expected volatility	65.7	%
Risk-free interest rate	1.2	%
Expected life	1.4 years

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Financial Statement Effects of the Merger (Tables)

12 Months Ended

Dec. 31, 2012

Financial Effects of the Merger [Line Items]

Financial Effects of the Merger [Table Text Block]

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

Assets:	September 30, 2010			Adjustments			October 1, 2010
Cash and cash equivalents	$	537,529					$	537,529
Restricted cash – securitization notes payable	975,942						975,942
Restricted cash – credit facilities	134,468						134,468
Finance receivables	8,675,575			$	(444,832	)	8,230,743
Allowance for loan losses	(528,489		)	528,489
Finance receivables, net	8,147,086			83,657			8,230,743
Property and equipment	36,592			10,282			46,874
Leased vehicles, net	54,730			(1,223		)	53,507
Deferred income taxes	77,999			101,102			179,101
Other assets	143,064			(25,917		)	117,147
Goodwill				1,094,923			1,094,923
Total assets	$	10,107,410		$	1,262,824		$	11,370,234
Liabilities:
Credit facilities	$	617,415		$	3,684		$	621,099
Senior notes	70,620			1,810			72,430
Convertible senior notes	419,693			42,015			461,708
Securitization notes payable	6,273,224			135,404			6,408,628
Other liabilities	275,837			76,615			352,452
Total liabilities	7,656,789			259,528			7,916,317
Shareholder's equity:
Common Stock	1,378			(1,378		)
Additional paid-in capital	321,576			(321,576		)
Accumulated other comprehensive income	17,153			(17,153		)
Retained earnings	2,150,480			(2,150,480		)
	2,490,587			(2,490,587		)
Treasury stock	(39,966		)	39,966
Total shareholder's equity	2,450,621			(2,450,621		)
Total liabilities and shareholder's equity	$	10,107,410		$	(2,191,093	)	$	7,916,317
Purchase price							$	3,453,917

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Goodwill

12 Months Ended

Dec. 31, 2012

Goodwill [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill

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

On April 1, 2011, we acquired FinanciaLinx Corporation ("FinanciaLinx"), an independent auto lease provider in Canada. The total consideration we paid in the all-cash transaction was approximately $9.6 million. Purchase accounting for the acquisition resulted in goodwill of $13.8 million.

We performed goodwill impairment testing as of October 1, 2012, in accordance with the policy described in Note 1 - "Summary of Significant Accounting Policies - Goodwill". The impairment testing resulted in no impairment.

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

	Successor
	Year Ended December 31, 2012		Year Ended December 31, 2011
Balance at beginning of the period	$	1,107,982	$	1,094,923
Acquisition			13,773
Foreign currency translation	296		(714		)
Balance at end of the period	$	1,108,278	$	1,107,982

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill [Line Items]

Schedule of Goodwill [Table Text Block]

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

	Successor
	Year Ended December 31, 2012		Year Ended December 31, 2011
Balance at beginning of the period	$	1,107,982	$	1,094,923
Acquisition			13,773
Foreign currency translation	296		(714		)
Balance at end of the period	$	1,108,278	$	1,107,982

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Leased Vehicles Leased Vehicles (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
LEASED VEHICLES, net [Abstract]
Amount Servicing For Third-Party (Leases)	$ 625.0	$ 995.0

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Stock Based Compensation Restricted Stock Grants (Details) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Sep. 30, 2010	Jun. 30, 2010	Jun. 30, 2009
Schedule of Share-Based Compensation, Restricted Stock Units Awards [Line Items]
Restricted Stock Grants, Nonvested at Beginning of Period	594	1,810	2,253
Stock Issued During Period, Shares, Restricted Stock Award, Gross		415
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	(1,051)	(555)
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited	(165)	(303)
Restricted Stock Units (RSUs) [Member]
Schedule of Share-Based Compensation, Restricted Stock Units Awards [Line Items]
Restricted Stock Grants, Nonvested at Beginning of Period		1,810

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Finance Receivables Commercial Loan Allowance (Tables)

12 Months Ended

Dec. 31, 2012

Commercial Loan Allowance [Abstract]

Allowance for Loan Losses - Commercial Loans [Table Text Block]

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

	Successor
	Year Ended December 31, 2012
Provision for loan losses	$	6,103
Balance at end of period	$	6,103

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Stock Based Compensation Non Employee Director Stock Option Activity (Tables)

12 Months Ended

Dec. 31, 2012

Non Employee Director Stock Option Activity [Abstract]

Schedule of Share-based Compensation, Nonemployee Director Stock Award Plan, Activity [Table Text Block]

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

	Predecessor
	Year Ended June 30,
	2010
	Shares		Weighted Average Exercise Price
Outstanding at beginning of year	80		$	17.81
Exercised	(80	)	17.81
Outstanding and exercisable at end of year			$

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Transition Period Financial Information (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended										12 Months Ended			3 Months Ended			12 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Sep. 30, 2010 Predecessor [Member]	Dec. 31, 2009 Predecessor [Member]	Sep. 30, 2009 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Oct. 02, 2010 Successor [Member]
Transition Period Financial Information [Line Items]
Revenues	$ 528,104	$ 514,517	$ 486,511	$ 431,403	$ 394,255	$ 390,681	$ 329,885	$ 295,167	$ 281,171	$ 372,624	$ 1,960,535	$ 1,409,988	$ 1,522,817	$ 372,624	$ 386,755	$ 413,284		$ 281,171
Costs and Expenses									151,905	281,988	1,216,319	788,170	1,169,378	281,988	314,540	367,034		151,905
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest	145,594	200,649	216,731	181,242	170,115	177,446	144,021	130,236	129,266	90,636	744,216	621,818	353,439	90,636	72,215	46,250		129,266
Income Tax Expense (Benefit)									54,633	39,336	281,090	236,291	132,893	39,336	26,186	20,489	132,893	54,633	281,090	236,291
Net Income (Loss) Attributable to Parent	90,604	123,948	136,295	112,279	103,664	108,807	95,818	77,238	74,633	51,300	463,126	385,527	220,546	51,300	46,029	25,761	220,546	74,633
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax									(412)	6,255	(2,449)	2,852	43,306	6,255	17,087	7,411		(412)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax									1,819	2,055	5,913	(10,981)	8,230	2,055	1,344	6,924		1,819
Other Comprehensive Income (Loss), Tax									151	(3,027)	899	(1,046)	(18,567)	(3,027)	(6,701)	(5,176)		151
Other Comprehensive Income (Loss), Net of Tax									1,558	5,283	4,363	(9,175)	32,969	5,283	11,730	9,159		1,558
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									76,191	56,583	467,489	376,352	253,515	56,583	57,759	34,920		76,191
Earnings Per Share, Basic										$ 0.38			$ 1.65	$ 380.00	$ 340.00	$ 190.00	$ 1,650.00
Earnings Per Share, Diluted										$ 0.37			$ 1.60	$ 370.00	$ 330.00	$ 190.00	$ 1,600.00
Weighted Average Number of Shares Outstanding, Basic										135,232,827			133,845,238	135,232,827	133,492,069	133,229,960	133,845,238
Weighted Average Number of Shares Outstanding, Diluted										140,302,755			138,179,945	140,302,755	137,630,694	136,083,460	138,179,945
Assets	16,197,071				13,042,920						16,197,071	13,042,920		10,107,410	10,289,504	11,215,732		10,918,738			11,370,234
Liabilities	11,817,844				9,119,882						11,817,844	9,119,882		7,656,789	8,071,112	9,065,459		7,388,630			7,916,317
Stockholders' Equity Attributable to Parent	$ 4,379,227				$ 3,923,038						$ 4,379,227	$ 3,923,038		$ 2,450,621	$ 2,218,392	$ 2,150,273		$ 3,530,108

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Consolidated Balance Sheets (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets
Cash and Cash Equivalents, at Carrying Value	$ 1,289,494	$ 572,297
Loans and Leases Receivable, Net Reported Amount	10,998,274	9,162,492
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Property, Plant and Equipment, Net	52,076	47,440
Property Subject to or Available for Operating Lease, Net	1,702,867	809,491
Deferred Tax Assets, Net	107,075	108,684
Goodwill	1,108,278	1,107,982
Intercompany Receivable	66,360	37,447
Other Assets	128,931	141,248
Assets	16,197,071	13,042,920
Liabilities:
Line of Credit Facility, Amount Outstanding	354,203	1,099,391
Securitized Debt Obligation Liability	9,023,308	6,937,841
Senior Notes	1,500,000	500,000
Convertible Senior Notes		500
Accounts Payable And Accrued Expenses	217,938	160,172
Deferred Revenue	69,784	24,987
Taxes Payable	93,462	85,477
Intercompany Taxes Payable	558,622	300,306
Derivative Liabilities	527	11,208
Liabilities	11,817,844	9,119,882
Shareholder's equity:
Additional paid-in capital	3,459,195	3,470,495
Accumulated Other Comprehensive Income (Loss), Net of Tax	(3,254)	(7,617)
Retained earnings	923,286	460,160
Stockholders' Equity Attributable to Parent	4,379,227	3,923,038
Liabilities and Equity	$ 16,197,071	$ 13,042,920
Statement [Line Items]
Entity Common Stock, Shares Outstanding	500	500
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001

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Senior Notes (Tables)

12 Months Ended

Dec. 31, 2011

Senior Notes [Abstract]

Senior Notes [Table Text Block]

or notes consist of the following (in thousands):

	Successor
	December 31, 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

Deb

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Securitization Notes Payable (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Rate	Dec. 31, 2011
Debt Instrument, Unamortized Premium	$ 11,150	$ 42,424
Securitized Debt Obligation Liability	9,023,308	6,937,841
Finance Receivables Transferred to Special Purpose Entities	9,902,008
Securitized Debt Obligation Liability - Gross	9,012,158	6,895,417
2006 Transactions [Member]
Debt Instrument, Maturity Date Range, Start	Jan. 01, 2014
Secured Debt		63,293
Debt Instrument, Maturity Date Range, End	. NaN, NaN
Original Note Amounts - Minimum	1,200,000
Original Note Amounts - Maximum
Original Weighted-Average Interest Rate - Minimum	5.40%
Original Weighted-Average Interest Rate - Maximum
2007 Transactions [Member]
Debt Instrument, Maturity Date Range, Start	Oct. 01, 2013
Secured Debt		793,732
Debt Instrument, Maturity Date Range, End	Mar. 01, 2016
Original Note Amounts - Minimum	1,000,000
Original Note Amounts - Maximum	1,500,000
Original Weighted-Average Interest Rate - Minimum	5.20%
Original Weighted-Average Interest Rate - Maximum	5.50%
2008 Transactions [Member]
Debt Instrument, Maturity Date Range, Start	Jan. 01, 2015
Secured Debt	24,126	171,224
Debt Instrument, Maturity Date Range, End	Apr. 01, 2015
Original Note Amounts - Minimum	500,000
Original Weighted-Average Interest Rate - Minimum	8.70%
Original Weighted-Average Interest Rate - Maximum	10.50%
Pledged Assets, Not Separately Reported, Finance Receivables	147,026
2009 Transactions [Member]
Debt Instrument, Maturity Date Range, Start	Jan. 01, 2016
Secured Debt	159,832	297,522
Debt Instrument, Maturity Date Range, End	Jul. 01, 2017
Original Note Amounts - Minimum	227,493
Original Note Amounts - Maximum	725,000
Original Weighted-Average Interest Rate - Minimum	2.70%
Original Weighted-Average Interest Rate - Maximum	7.50%
Pledged Assets, Not Separately Reported, Finance Receivables	207,409
2010 Transactions [Member]
Debt Instrument, Maturity Date Range, Start	Jul. 01, 2017
Secured Debt	1,095,208	1,756,455
Debt Instrument, Maturity Date Range, End	Apr. 01, 2018
Original Note Amounts - Minimum	200,000
Original Note Amounts - Maximum	850,000
Original Weighted-Average Interest Rate - Minimum	2.20%
Original Weighted-Average Interest Rate - Maximum	3.80%
Pledged Assets, Not Separately Reported, Finance Receivables	1,229,587
2011 Transactions [Member]
Debt Instrument, Maturity Date Range, Start	Jul. 01, 2018
Secured Debt	2,518,578	3,813,191
Debt Instrument, Maturity Date Range, End	Mar. 01, 2019
Original Note Amounts - Minimum	800,000
Original Note Amounts - Maximum	1,000,000
Original Weighted-Average Interest Rate - Minimum	2.40%
Original Weighted-Average Interest Rate - Maximum	2.90%
Pledged Assets, Not Separately Reported, Finance Receivables	2,728,474
2012 Transactions [Member]
Debt Instrument, Maturity Date Range, Start	Jun. 01, 2019
Secured Debt	5,214,414
Debt Instrument, Maturity Date Range, End	May 01, 2020
Original Note Amounts - Minimum	800,000
Original Note Amounts - Maximum	1,300,000
Original Weighted-Average Interest Rate - Minimum	1.40%
Original Weighted-Average Interest Rate - Maximum	2.90%
Pledged Assets, Not Separately Reported, Finance Receivables	$ 5,589,512

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Guarantor Consolidating Financial Statements Guarantor Income Statements (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Guarantor [Line Items]
Financial Services Revenue									$ 264,347	$ 342,349	$ 1,594,174	$ 1,246,687	$ 1,431,319
Operating Leases, Income Statement, Lease Revenue									4,418	15,888	289,256	97,676	44,316
Other Income									12,406	14,387	77,105	65,625	47,182
Equity In Income Of Affiliates
Revenues	528,104	514,517	486,511	431,403	394,255	390,681	329,885	295,167	281,171	372,624	1,960,535	1,409,988	1,522,817
Operating Expenses									70,441	68,855	397,582	338,540	288,791
Operating Leases, Income Statement, Depreciation Expense on Property Subject to or Held-for-lease									2,106	6,539	211,407	67,088	34,639
Provision for Loan and Lease Losses									26,352	74,618	303,692	178,372	388,058
Interest Expense									36,684	89,364	283,250	204,170	457,222
Business Combination, Acquisition Related Costs									16,322	42,651	20,388
Restructuring Charges										(39)			668
Costs and Expenses									151,905	281,988	1,216,319	788,170	1,169,378
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest	145,594	200,649	216,731	181,242	170,115	177,446	144,021	130,236	129,266	90,636	744,216	621,818	353,439
Income Tax Expense (Benefit)									54,633	39,336	281,090	236,291	132,893
Net Income (Loss) Attributable to Parent	90,604	123,948	136,295	112,279	103,664	108,807	95,818	77,238	74,633	51,300	463,126	385,527	220,546
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									76,191	56,583	467,489	376,352	253,515
Parent Company [Member]
Guarantor [Line Items]
Other Income									10,209	8,644	45,349	51,239	29,917
Equity In Income Of Affiliates									92,471	70,729	489,203	404,750	243,078
Revenues									102,680	79,373	534,552	455,989	272,995
Operating Expenses									20,474	18,104	15,166	18,079	17,771
Interest Expense									7,913	11,394	67,178	59,903	45,950
Business Combination, Acquisition Related Costs										6,199
Costs and Expenses									28,387	35,697	82,344	77,982	63,721
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									74,293	43,676	452,208	378,007	209,274
Income Tax Expense (Benefit)									(340)	(7,624)	(10,918)	(7,520)	(11,272)
Net Income (Loss) Attributable to Parent									74,633	51,300	463,126	385,527	220,546
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									76,191	56,583	467,489	376,352
Guarantor Subsidiaries [Member]
Guarantor [Line Items]
Financial Services Revenue									15,402	38,255	149,924	106,857	98,707
Other Income									77,407	80,242	194,451	295,472	392,738
Equity In Income Of Affiliates									88,171	115,397	598,939	488,787	369,120
Revenues									180,980	233,894	943,314	891,116	860,565
Operating Expenses									12,727	4,710	85,424	88,671	65,141
Provision for Loan and Lease Losses									11,797	56,760	231,033	157,923	166,706
Interest Expense									92,388	83,266	166,365	307,329	459,162
Business Combination, Acquisition Related Costs										36,452
Restructuring Charges										15			859
Costs and Expenses									116,912	181,203	482,822	553,923	691,868
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									64,068	52,691	460,492	337,193	168,697
Income Tax Expense (Benefit)									(30,808)	(17,673)	(41,067)	(51,156)	(68,182)
Net Income (Loss) Attributable to Parent									94,876	70,364	501,559	388,349	236,879
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									94,876	70,364	501,559	388,349
Non-Guarantor Subsidiaries [Member]
Guarantor [Line Items]
Financial Services Revenue									248,945	304,094	1,444,250	1,139,830	1,332,612
Operating Leases, Income Statement, Lease Revenue									4,418	15,888	289,256	97,676	44,316
Other Income									134,849	136,244	249,544	509,083	830,046
Equity In Income Of Affiliates
Revenues									388,212	456,226	1,983,050	1,746,589	2,206,974
Operating Expenses									37,240	46,041	296,992	231,790	205,879
Operating Leases, Income Statement, Depreciation Expense on Property Subject to or Held-for-lease									2,106	6,539	211,407	67,088	34,639
Provision for Loan and Lease Losses									14,555	17,858	72,659	20,449	221,352
Interest Expense									146,442	205,447	461,946	627,107	1,157,629
Business Combination, Acquisition Related Costs									16,322		20,388
Restructuring Charges										(54)			(191)
Costs and Expenses									216,665	275,831	1,063,392	946,434	1,619,308
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									171,547	180,395	919,658	800,155	587,666
Income Tax Expense (Benefit)									85,781	64,633	333,075	294,967	212,347
Net Income (Loss) Attributable to Parent									85,766	115,762	586,583	505,188	375,319
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									123,764	124,715	592,860	449,794
Consolidation, Eliminations [Member]
Guarantor [Line Items]
Other Income									(210,059)	(210,743)	(412,239)	(790,169)	(1,205,519)
Equity In Income Of Affiliates									(180,642)	(186,126)	(1,088,142)	(893,537)	(612,198)
Revenues									(390,701)	(396,869)	(1,500,381)	(1,683,706)	(1,817,717)
Interest Expense									(210,059)	(210,743)	(412,239)	(790,169)	(1,205,519)
Costs and Expenses									(210,059)	(210,743)	(412,239)	(790,169)	(1,205,519)
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest									(180,642)	(186,126)	(1,088,142)	(893,537)	(612,198)
Net Income (Loss) Attributable to Parent									(180,642)	(186,126)	(1,088,142)	(893,537)	(612,198)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									$ (218,640)	$ (195,079)	$ (1,094,419)	$ (838,143)

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Stock Based Compensation Non Employee Director Stock Option Activity (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Jun. 30, 2010 Employee Stock Option [Member]	Jun. 30, 2009 Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number			80
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price			$ 17,810
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		(80)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 27.84	$ 17,810.00

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Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

s

History and Operations

We were formed on August 1, 1986, and, since September 1992, have been in the business of purchasing and servicing automobile sales finance contracts. From January 2007 through May 2008 and starting again in December 2010, we also originated leases on automobiles. In April 2012, we began providing commercial lending to automobile dealers.

Definitive Agreement to Acquire Certain Ally Financial International Operations

In November 2012, we entered into an agreement with Ally Financial Inc. ("Ally") to acquire 100% of the outstanding equity interests of its automotive finance and financial services operations in Europe and Latin America and a separate agreement to acquire Ally’s non-controlling equity interests in GMAC-SAIC Automotive Finance Company Limited, which conducts automotive finance and other financial services in China. The combined consideration will be approximately $4.2 billion, in cash, subject to certain closing adjustments. The transactions are anticipated to be funded by an estimated $2 billion capital contribution from General Motors Company ("GM"), our excess liquidity and incurrence of additional debt. These transactions will enable us to provide automotive finance and other financial services to customers in European, Latin American and Chinese markets. The transactions contemplated by the agreements are subject to satisfaction of certain closing conditions, including obtaining applicable regulatory approvals and third party consents and other customary closing conditions, and are expected to close in stages throughout 2013.

Merger

On October 1, 2010, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 21, 2010, with General Motors Holdings LLC ("GM Holdings"), a Delaware limited liability company and a wholly-owned subsidiary of GM, and Goalie Texas Holdco Inc., a Texas corporation and a direct wholly-owned subsidiary of GM Holdings ("Merger Sub"), GM Holdings completed its $3.5 billion acquisition of AmeriCredit Corp. via the merger of Merger Sub with and into AmeriCredit Corp. (the "Merger" or "acquisition"), with AmeriCredit Corp. continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. After the Merger, AmeriCredit Corp. was renamed General Motors Financial Company, Inc. The accompanying consolidated financial statements labeled "Predecessor" and "Successor", relate to the period before the Merger and the period after the Merger, respectively. The consolidated financial statements of the Predecessor have been prepared on the same basis as the audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2010. The consolidated financial statements of the Successor reflect a change in basis from the application of purchase accounting.

Change in Fiscal Year

On December 9, 2010, we changed our fiscal year end to December 31 from June 30. We made this change to align our financial reporting period, as well as our annual planning and budgeting process, with the GM business cycle. As a result of this change, the Consolidated Financial Statements include our financial results for the three month transition period of July 1, 2010 through September 30, 2010, labeled "Predecessor" and the three month transition period of October 1, 2010 through December 31, 2010, labeled "Successor". The years ended December 31, 2012 and 2011 and June 30, 2010 reflect the twelve-month results of the respective fiscal year and are referred to herein as fiscal 2012, 2011 and 2010.

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 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.

Prior year amounts for deferred income, leased vehicle income and gain on retirement of debt have been reclassified to conform to the current year presentation. Deferred income is now presented on its own line on the consolidated balance sheets where it was previously included in accounts payable and accrued expenses. Leased vehicle income is now presented on its own line on the consolidated statements of income and comprehensive income where it was previously included in other income. Gain on retirement of debt is now included in other income where it was previously presented on its own line on the consolidated statements of income and comprehensive income.

Purchase Accounting

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

Cash Equivalents

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

Consumer Finance Receivables and the Allowance for Loan Losses

Pre-Acquisition Consumer Finance Receivables

Consumer finance receivables originated prior to the acquisition were adjusted to fair value at October 1, 2010. As a result of purchase accounting for the Merger, the allowance for loan losses at October 1, 2010 was eliminated and a net discount was recorded on the receivables. The fair value of the receivables was less than the principal amount of those receivables, thus resulting in a discount to par. This discount was attributable, in part, to estimate future credit losses that did not exist at the origination of the loans.

A non-accretable difference is the excess between contractually required payments (undiscounted amount of all uncollected contractual principal and interest payments, both past due and scheduled for the future) and the amount of cash flows, considering the impact of prepayments, expected to be collected. An accretable yield is the excess of the cash flows, considering the impact of prepayments, expected to be collected over the initial investment in the loans, which at October 1, 2010, was fair value.

As a result of purchase accounting for the Merger, we evaluated the common risk characteristics of the loan portfolio and split it into several pools. Once a pool of loans is assembled, the integrity of the pool is maintained. A loan is removed from a pool only if it is sold or paid in full, or the loan is written off. Our policy is to remove a written off loan individually from a pool based on comparing any amount received with its contractual amount. Any difference between these amounts is absorbed by the non-accretable difference. This removal method assumes that the amount received approximates pool performance expectations. The remaining accretable yield balance is unaffected and any material change in remaining effective yield caused by this removal method is addressed by our quarterly cash flow evaluation process for each pool. For loans that are resolved by payment in full there is no release of the non-accretable difference for the pool because there is no difference between the amount received and the contractual amount of the loan.

Any deterioration in the performance of the pre-acquisition receivables will result in an incremental provision for loan losses being recorded. Improvements in the performance of the pre-acquisition receivables which results in a significant increase in actual or expected cash flows will result first in the reversal of any incremental related allowance for loan losses and then in a transfer of the excess from the non-accretable difference to accretable yield, which will be recorded as finance charge income over the remaining life of the receivables.

Post-Acquisition Consumer Finance Receivables and Allowance for Loan Losses

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

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

Commercial Finance Receivables and the Allowance for Loan Losses

In April 2012, we launched our commercial lending platform to further support our GM-franchised dealerships and their affiliates. Our commercial lending offerings consist of floorplan financing, which are loans to finance the purchase of vehicle inventory, also known as wholesale or inventory financing, as well as dealer loans, which are loans to finance improvements to dealership facilities, to provide working capital, and to purchase and/or finance dealership real estate.

Commercial finance receivables are carried at amortized cost, net of allowance for loan losses. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at levels considered adequate to cover probable credit losses inherent in the commercial finance receivables. We reviewed the loss confirmation period as well as performed an analysis of the experience of comparable commercial lenders in order to estimate probable credit losses inherent in our portfolio. The commercial finance receivables are aggregated into loan-risk pools, which are determined based on our internally-developed risk rating system. Based upon our risk ratings, we also determine if any specific dealer loan is considered impaired. If impaired loans are identified, specific reserves are established, as appropriate, and the loan is segregated for separate monitoring.

Charge-off Policy

Our policy is to charge off a consumer account in the month in which the account becomes 120 days contractually delinquent if we have not repossessed the related vehicle. We charge off accounts in repossession when the automobile is repossessed and legally available for disposition. A charge-off generally represents the difference between the estimated net sales proceeds and the amount of the delinquent contract, including accrued interest. Accounts in repossession that have been charged off and have been removed from finance receivables and the related repossessed automobiles, aggregating $22.5 million and $12.8 million at December 31, 2012 and 2011, respectively, are included in other assets on the consolidated balance sheets pending sale and represent a non-cash investing activity.

Commercial finance receivables are individually evaluated, and where collectability of the recorded balance is in doubt, are written down to the 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 loan modification constitutes a troubled debt restructuring ("TDR") our policy for consumer loans is that both of the following must exist: (i) the modification 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 consumer 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.

Variable Interest Entities – Securitizations and Credit Facilities

We finance our loan origination volume through the use of our credit facilities and execution of securitization transactions, which both utilize special purpose entities ("SPE's"). In a credit facility, we transfer finance receivables or leasing related assets to special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the agents, collateralized by such assets 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 the assets.

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

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

We have power over the significant activities of those VIE's in which we act as servicer of the financial assets held in the VIE. Our servicing fees are not considered significant variable interests in the VIE's; however, because we also retain a residual interest in the SPE, either in the form of a debt security or equity interest, we have an obligation to absorb losses or the right to receive benefits that are potentially significant to the SPE. Accordingly, we are the primary beneficiary of the VIE's and are required to consolidate them within our consolidated financial statements. Therefore, the finance receivables, leasing related assets, borrowings under our credit facilities and, following a securitization, the related securitization notes payable remain on the consolidated balance sheets. See Note 5 – "Finance Receivables", Note 7 – "Securitizations" and Note 8 – "Credit Facilities" for further information.

We are not required, and do not currently intend, to provide any additional financial support to SPE's. While these subsidiaries are included in our consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by them and are not available to our creditors or creditors of our other subsidiaries.

Except for purchase accounting adjustments, we recognize finance charge and fee income on the receivables and interest expense on the securities issued in a securitization transaction, and record a provision for loan losses to recognize probable loan losses inherent in the finance receivables. Cash pledged to support the securitization transaction is deposited to a restricted account and recorded on our consolidated balance sheets as restricted cash – securitization notes payable, which is invested in highly liquid securities with original maturities of 90 days or less or in highly rated guaranteed investment contracts.

Property and Equipment

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

Leased Vehicles

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

Goodwill

Under the purchase method of accounting, our net assets were recorded at their estimated fair value at the date of the Merger. The excess cost of the acquisition over the fair value was recorded as goodwill. Goodwill is subject to impairment testing using a two-step process after considering a qualitative assessment. The first step of the goodwill impairment test is to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill. We have determined that we have one operating segment, thus one reporting unit. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is not required. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value (i.e., the fair value of reporting unit less the fair value of the unit's assets and liabilities, including identifiable intangible assets) of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying value of goodwill exceeds its implied fair value, the excess is required to be recorded as an impairment charge in earnings. We perform our annual goodwill impairment analysis during the fourth quarter. Goodwill must be tested between annual tests if events or changes in circumstances indicate that the asset might be impaired.  We reviewed changes in the business climate, changes in market capitalization, legal factors, operating performance indicators and competition, among other factors and their potential impact on our fair value determination.  There have been no significant changes in any of these factors that have adversely affected any of the key assumptions used in our determination of fair value. See Note 4 - "Goodwill" for further information.

Derivative Financial Instruments

We recognize all of our derivative financial instruments as either assets or liabilities on our consolidated balance sheets at fair value. The accounting for changes in the fair value of each derivative financial instrument depends on whether it has been designated and qualifies as an accounting hedge, as well as the type of hedging relationship identified.

Our special purpose finance subsidiaries are contractually required to purchase derivative instruments, which could include interest rate cap agreements and/or interest rate swap agreements which are explained below, as credit enhancement in connection with securitization transactions and credit facilities.

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

Interest Rate Swap Agreements

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

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

We use regression analysis to assess hedge effectiveness of our cash flow hedges on a prospective and retrospective basis. A derivative financial instrument is deemed to be effective if the X-coefficient from the regression analysis is between a range of 0.80 and 1.25. At December 31, 2012, all of our interest rate swap agreements designated as cash flow hedges fall within this range and are deemed to be effective hedges for accounting purposes. We use the hypothetical derivative method to measure the amount of ineffectiveness and a net earnings impact occurs when the change in the value of a derivative instrument does not offset the change in the value of the underlying hedged item. Ineffectiveness of our hedges is not material.

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

Interest Rate Cap Agreements

Generally, we purchase interest rate cap agreements to limit floating rate exposures on securities issued in our credit facilities. As part of our interest rate risk management strategy and when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid to purchase the interest rate cap agreement and thus retain the interest rate risk. Because the interest rate cap agreements entered into by us or our special purpose finance subsidiaries do not qualify for hedge accounting, changes in the fair value of interest rate cap agreements purchased by the special purpose finance subsidiaries and interest rate cap agreements sold by us are recorded in interest expense on our consolidated statements of income and comprehensive income.

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

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

Tax Sharing Arrangement

Under the tax sharing arrangement with GM, we are responsible for our tax liabilities as if separate returns are filed. 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. As of December 31, 2012 and 2011, we have an accrued liability of $558.6 million and $300.3 million to GM, respectively. As of December 31, 2012, a difference of $0.8 million between the amounts to be paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes was reported in our consolidated financial statements through additional paid-in capital.

Income Taxes

Income taxes are accounted for using an asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, net operating loss and tax credit carryforwards. A valuation allowance is recognized if it is more likely than not that some portion or the entire deferred tax asset will not be realized.

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

Revenue Recognition

Finance Charge Income

Finance charge income related to consumer finance receivables is recognized using the interest method. Accrual of finance charge income is suspended on accounts that are more than 60 days delinquent, accounts in bankruptcy, and accounts in repossession. Payments received on non-accrual loans are first applied to any fees due, then to any interest due and, finally, any remaining amounts received are recorded to principal. Interest accrual resumes once an account has received payments bringing the delinquency status to less than 60 days past due. Fees and commissions received and direct costs of originating loans are deferred and amortized over the term of the related finance receivables using the interest method and are removed from the consolidated balance sheets when the related finance receivables are sold, charged-off or paid in full.

Finance charge income related to commercial finance receivables is recognized using the accrual method. Accrual of finance charge income is suspended on accounts that are more than 90 days delinquent, upon receipt of a bankruptcy notice from a borrower, or where reasonable doubt about the full collectability of contractually agreed upon principal and interest exist. Payments received on non-accrual loans are first applied to principal. Interest accrual resumes once an account has received payments bringing the delinquency status fully current and collection of contractual principal and interest is reasonably expected (including amounts previously charged-off) or, for TDR's, when repayment is reasonably assured based on the modified terms of the loan.

Leased Vehicle Income

Operating lease rental income for leased assets is recognized on a straight-line basis over the lease term. Net deferred origination fees or costs are amortized on a straight-line basis over the life of the lease.

Parent Company Stock Based Compensation

We measure and record compensation expense for parent company stock based compensation awards based on the award's estimated fair value. We record compensation expense over the applicable vesting period of an award.

Salary stock awards granted are fully vested and nonforfeitable upon grant, therefore, compensation cost is recorded on the date of grant.

For fiscal 2012 and 2011, we recorded total stock based compensation expense of $16.5 million ($10.2 million net of tax) and $17.1 million ($10.6 million net of tax), respectively.

Stock Based Compensation – Predecessor

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

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

The excess tax benefit of the stock based compensation expense related to the exercise of stock options of $0.4 million, and $1.1 million for the three months ended September 30, 2010 and fiscal 2010, respectively, has been included in other net changes as a cash inflow from financing activities on the consolidated statements of cash flows.

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

	Predecessor
	Year Ended June 30, 2010
Expected dividends	0
Expected volatility	65.7	%
Risk-free interest rate	1.2	%
Expected life	1.4 years

For the three months ended September 30, 2010, there were no options granted or modified.

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

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

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

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

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

Related Party Transactions

We offer loan and lease finance products through GM-franchised 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 December 31, 2012 and 2011, we had related party receivables from GM in the amount of $20.8 million and $37.4 million, respectively, under the subvention program. We also had $45.6 million at December 31, 2012 in outstanding loans to dealers that are majority-owned and consolidated by GM, in connection with our commercial lending program.

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Credit Facilities Current Year To Date Credit Facility Credit Metrics (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Average Amount Outstanding in Canadian Dollars [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	$ 296,900,000	$ 41,600,000
Weighted Average Interest Rate [Member]
Credit Facilities Summary [Line Items]
Syndicated warehouse facility	0.0144	0.0156
Canada Lease Warehouse Facility	0.0270	0.0269
Average Amount Outstanding [Member]
Credit Facilities Summary [Line Items]
Syndicated warehouse facility	80,727,000	296,576,000
Canada Lease Warehouse Facility	298,212,000	40,849,000
Maximum Amount Outstanding [Member]
Credit Facilities Summary [Line Items]
Syndicated warehouse facility	621,257,000	826,859,000
Canada Lease Warehouse Facility	370,076,000	181,314,000
Maximum Amount Outstanding in Canadian Dollars [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	$ 368,500,000	$ 184,600,000

XML

Income Taxes Unrecognized Tax Benefits Reconciliation (Tables)

12 Months Ended

Dec. 31, 2012

Unrecognized Tax Benefits Reconciliation [Abstract]

Summary of Positions for which Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Table Text Block]

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Gross unrecognized tax benefits at beginning of period	$	48,056		$	127,642		$	139,068		$	42,502	$	34,971
Increase in tax positions for prior years	978			471			131					3,186
Decrease in tax positions for prior years	(1,934		)	(91,195		)	(12,012		)			(4,901		)
Increase in tax positions for current year	9,522			11,381			455			174		12,907
Lapse of statute of limitations	(286		)	(243		)						(218		)
Settlements	(2,946		)									(3,443		)
Gross unrecognized tax benefits at end of period	$	53,390		$	48,056		$	127,642		$	42,676	$	42,502

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Senior Notes Senior Notes Narrative (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument, Face Amount	$ 1,500.0	$ 500.0
Unamortized Debt Issuance Expense	4.5	6.6
4.75% $1 Billion Senior Notes Due in August 2017 [Member]
Debt Instrument, Face Amount	1,000.0
Debt Instrument, Interest Rate, Stated Percentage	4.75%
6.75% $500 Million Senior Notes Due in June 2018 [Member]
Debt Instrument, Face Amount	500.0
Debt Instrument, Interest Rate, Stated Percentage	6.75%
Senior Notes [Member]
Unamortized Debt Issuance Expense	$ 17.2	$ 7.0

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Finance Receivables Troubled Debt Restructurings - Outstanding Balance (Tables)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Financing Receivable, Modifications [Line Items]

Troubled Debt Restructurings on Financing Receivables [Table Text Block]

A redefault is when an account meets the requirements for evaluation under our charge-off policy (see Note 1 - "Summary of Significant Accounting Policies" 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 TDR (in thousands):

	Successor
	Year Ended December 31, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	3,742

Impaired Consumer Finance Receivables - Troubled Debt Restructurings

Consumer finance 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 December 31, 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.

The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance as of December 31, 2012 is shown below (in thousands):

	Successor
	December 31, 2012
Outstanding recorded investment	$	228,320
Less: allowance for loan losses	(32,575		)
Outstanding recorded investment, net of allowance	$	195,745
Unpaid principal balance	$	231,844

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

Finance charge income from loans classified 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):

	Successor
	Year Ended December 31, 2012
Average recorded investment	$	101,574
Finance charge income recognized	11,081

The following table provides information on loans at the time they became classified as TDRs (dollars in thousands):

	Successor
	Year Ended December 31, 2012
	Number of Accounts	Amount
Recorded investment	12,882	$	242,521

A redefault is when an account meets the requirements for evaluation under our charge-off policy (see Note 1 - "Summary of Significant Accounting Policies" 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 TDR (in thousands):

	Successor
	Year Ended December 31, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	3,742

Commercial Finance Receivables

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

	Successor
	Year Ended December 31, 2012
Loans funded	$	1,227,287
Principal collections and other	(667,288		)
Balance at end of period	$	559,999

There were no commercial receivables on non-accrual status as of December 31, 2012.

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

	Successor
	Year Ended December 31, 2012
Provision for loan losses	$	6,103
Balance at end of period	$	6,103

Credit Risk

We extend wholesale credit to dealers primarily in the form of approved lines of credit to purchase new GM vehicles as well as used vehicles.  Each commercial lending request is evaluated, taking into consideration the borrower's financial condition and the underlying collateral for the loan.

We use a proprietary model to assign each dealer a risk rating.  This model uses historical performance data to identify key factors about a dealer that we consider significant in predicting a dealer's ability to meet its financial obligations.  We also consider numerous other financial and qualitative factors including capitalization and leverage, liquidity and cash flow, profitability and credit history. 

We regularly review our model to confirm the continued business significance and statistical predictability of the factors and update the model to incorporate new factors or other information that improves its statistical predictability.  In addition, we verify the existence of the assets collateralizing the receivables by physical audits of vehicle inventories, which are performed with increased frequency for higher risk (i.e., Group III and Group IV) dealers.  We perform a credit review of each dealer at least annually and adjust the dealer's risk rating, if necessary.

Dealers are assigned to five groups according to their risk rating as follows:

•Group I - Dealers with strong to superior financial metrics

•Group II - Dealers with fair to favorable financial metrics

•Group III - Dealers with marginal to weak financial metrics

•Group IV - Dealers with poor financial metrics

•Group V - Dealers with loans classified as uncollectible

For Group V dealers, we suspend their credit lines and no further funding is extended to these dealers. 

Performance of our commercial finance receivables is evaluated based on our internal dealer risk rating analysis, as payment for wholesale receivables is generally not required until the dealer has sold the vehicle inventory.  Wholesale and dealer loan receivables with the same dealer customer share the same risk rating.

A summary of the credit risk profile by dealer grouping of the commercial finance receivables is as follows (in thousands):

	Successor
	December 31, 2012
Group I	$	98,417
Group II	278,403
Group III	171,008
Group IV	12,171
Group V
	$	559,999

Delinquency

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due.

At December 31, 2012, all commercial receivables were current with respect to payment status.

Impaired Commercial 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 December 31, 2012, there were no outstanding commercial receivables classified as TDRs.

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Quarterly Financial Data Quarterly Financial Data (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Quarterly Financial Data [Line Items]
Revenues	$ 528,104	$ 514,517	$ 486,511	$ 431,403	$ 394,255	$ 390,681	$ 329,885	$ 295,167	$ 281,171	$ 372,624	$ 1,960,535	$ 1,409,988	$ 1,522,817
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest	145,594	200,649	216,731	181,242	170,115	177,446	144,021	130,236	129,266	90,636	744,216	621,818	353,439
Net Income (Loss) Attributable to Parent	$ 90,604	$ 123,948	$ 136,295	$ 112,279	$ 103,664	$ 108,807	$ 95,818	$ 77,238	$ 74,633	$ 51,300	$ 463,126	$ 385,527	$ 220,546
Earnings Per Share, Basic										$ 0.38			$ 1.65
Earnings Per Share, Diluted										$ 0.37			$ 1.60
Weighted Average Number of Shares Outstanding, Diluted										140,302,755			138,179,945

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Fair Value Of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Of Financial Instruments [Abstract]

Fair Value, by Balance Sheet Grouping [Table Text Block]

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

			December 31, 2012				December 31, 2011
		Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a)	1	$	1,289,494	$	1,289,494	$	572,297	$	572,297
Finance receivables, net	(b)	3	10,998,274		11,313,481		9,162,492		9,385,851
Restricted cash – securitization notes payable	(a)	1	728,908		728,908		919,283		919,283
Restricted cash – credit facilities	(a)	1	14,808		14,808		136,556		136,556
Restricted cash – other	(a)	1	24,774		24,774		59,136		59,136
Interest rate swap agreements	(d)	3	133		133		2,004		2,004
Interest rate cap agreements purchased	(d)	2	386		386		4,548		4,548
Financial liabilities:
Syndicated and lease warehouse facilities	(c)	2	354,203		354,203		802,571		802,571
Medium term note facility and Wachovia funding facility	(d)	3					296,820		296,542
Securitization notes payable
Securitization notes payable	(d)	1	8,533,321		8,669,106		6,937,841		6,945,865
Private securitization 2012-PP1	(e)	3	489,987		502,332
Senior notes	(d)	2	1,500,000		1,620,000		500,000		510,000
Convertible senior notes	(d)	2					500		500
Interest rate swap agreements	(d)	3	133		133		6,440		6,440
Interest rate cap agreements sold	(d)	2	394		394		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 or less.

(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.

(e) 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 inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

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Income Taxes

12 Months Ended

Dec. 31, 2011

Income Tax Expense (Benefit) [Abstract]

Income Taxes

Income Taxes

For financial reporting purposes, income before income taxes includes the following components (in thousands):

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period from July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
U.S. income	$	732,430	$	610,351	$	127,779	$	89,246	$	354,848
Non-U.S. income (loss)	11,786		11,467		1,487		1,390		(1,409		)
Income before income taxes	$	744,216	$	621,818	$	129,266	$	90,636	$	353,439

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period from July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Current:
U.S. federal	$	255,006		$	156,247		$	20,111		$	38,307		$	150,519
U.S. state and local	22,890			28,266			19,673			764			8,510
Non-U.S.	568			1,542			(6,518		)	(187		)	(1,569		)
Total current	278,464			186,055			33,266			38,884			157,460
Deferred:
U.S. federal	(4,561		)	51,317			30,522			(2,230		)	(28,589		)
U.S. state and local	5,191			(1,544		)	(14,986		)	2,609			4,938
Non-U.S.	1,996			463			5,831			73			(916		)
Total deferred	2,626			50,236			21,367			452			(24,567		)
Total income tax provision	$	281,090		$	236,291		$	54,633		$	39,336		$	132,893

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

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
U.S. statutory tax rate	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%
State and other income taxes	1.2		1.3		1.2		0.9		0.9
Uncertain tax positions	1.2		1.1		1.7		1.6		1.1
Non-deductible acquisition expenses			0.1		4.6		4.5
Other	0.4		0.5		(0.2	)	1.4		0.6
	37.8	%	38.0	%	42.3	%	43.4	%	37.6	%

Deferred Income Tax Assets and Liabilities

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

	Successor
	December 31, 2012		December 31, 2011
Deferred tax assets:
Purchase accounting adjustment – fair value	$	30,267	$	97,384
Basis difference in loan portfolio	110,669
Income tax benefits from uncertain tax positions	40,167		37,882
Net operating loss carryforward – Canada	21,146		4,609
Net operating loss carryforward – states	2,389		1,676
Borrowing costs	10,178		9,502
Purchase accounting premium – payables	4,569		16,468
Other	35,483		15,053
Total deferred tax assets before valuation allowance	254,868		182,574
Less: valuation allowance			(1,222		)
Total net deferred tax assets	254,868		181,352
Deferred tax liabilities:
Depreciable assets	71,043		10,689
Fee income	31,099		28,883
Capitalized direct loan origination costs	16,566		9,668
Intangible assets	12,559		6,938
Deferred gain on debt repurchase	7,791		9,303
Basis difference in loan portfolio			3,045
Other	8,735		4,142
Total deferred tax liabilities	147,793		72,668
Net deferred tax asset	$	107,075	$	108,684

We have state net operating loss (“NOL”) carryforwards resulting in a deferred tax asset of $2.4 million. The NOLs have carryforward periods ranging from 5 years to 20 years. Any specific NOL carryforwards that remain unused will expire between 2013 and 2032.

We have Canadian NOL carryforwards resulting in a deferred tax asset of $21.1 million. The NOLs have a carryforward period of 20 years. Any specific NOL carryforwards that remain unused will expire between 2029 and 2032.

Valuation Allowance

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

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

Based upon our review of all positive and negative evidence in existence at December 31, 2012, management believes it is more likely than not that all deferred tax assets will be fully realized. Accordingly, no valuation allowance has been provided on deferred tax assets.

Uncertain Tax Positions

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Gross unrecognized tax benefits at beginning of period	$	48,056		$	127,642		$	139,068		$	42,502	$	34,971
Increase in tax positions for prior years	978			471			131					3,186
Decrease in tax positions for prior years	(1,934		)	(91,195		)	(12,012		)			(4,901		)
Increase in tax positions for current year	9,522			11,381			455			174		12,907
Lapse of statute of limitations	(286		)	(243		)						(218		)
Settlements	(2,946		)									(3,443		)
Gross unrecognized tax benefits at end of period	$	53,390		$	48,056		$	127,642		$	42,676	$	42,502

At December 31, 2012, 2011, 2010, September 30, 2010 and June 30, 2010, the amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate is $28.1 million, $26.5 million, $21.4 million, $18.5 million and $17.6 million, respectively.

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

At December 31, 2012, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by $0.02 million to $9.4 million in the next twelve months due to settlements or the expiration of statutes of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings.

We recognize accrued interest and penalties associated with uncertain tax positions as a component of the income tax provision. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.

The changes regarding interest and penalties associated with uncertain tax positions are as follows (in thousands):

	Successor							Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Accrued Interest
Balance at beginning of period	$	21,379	$	18,947	$	16,030		$	12,097	$	10,312
Changes	3,244		2,432		2,917			966		1,785
Balance at end of period	$	24,623	$	21,379	$	18,947		$	13,063	$	12,097
Accrued Penalties
Balance at beginning of period	$	9,965	$	9,063	$	9,102		$	8,474	$	7,887
Changes	2,014		902		(39		)	199		587
Balance at end of period	$	11,979	$	9,965	$	9,063		$	8,673	$	8,474

Other Matters

Since October 1, 2010, we have been included in GM's consolidated U.S. federal income tax returns. These tax years are subject to examination by the Internal Revenue Service ("IRS"). Similarly, we also file unitary, combined or consolidated state and local tax returns with GM in certain jurisdictions. We continue to file separate returns in those state, local and foreign taxing jurisdictions where filing a separate return is mandated. Prior to October 1, 2010, we filed income tax returns with the U.S. federal government and with various state, local and foreign jurisdictions. Our federal income tax returns for fiscal 2006 through 2010 are under audit by the IRS. 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.

For taxable income recognized by us in any period beginning on or after October 1, 2010, we are obligated to pay GM for our share of the consolidated federal and state tax liabilities. Likewise, GM is obligated to reimburse us for the tax effects of net operating losses to the extent such losses could be carried back as if we had filed separate income tax returns. Amounts owed to GM for income taxes are accrued and recorded as a related party payable. 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 cannot exceed $650 million. Any difference between the amounts paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes is reported in our consolidated financial statements as additional paid-in capital. As of December 31, 2012, a cumulative difference of $0.8 million between the amounts to be paid under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes was reported in our consolidated financial statements through additional paid-in capital. As of December 31, 2012, we have recorded related party taxes payable to GM in the amount of $558.6 million, representing the tax effects of income earned subsequent to the Merger.

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Finance Receivables Amounts Entering TDR Status (Tables)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Financing Receivable, Modifications [Line Items]

Amounts Entering TDR Status [Table Text Block]

The following table provides information on loans at the time they became classified as TDRs (dollars in thousands):

	Successor
	Year Ended December 31, 2012
	Number of Accounts	Amount
Recorded investment	12,882	$	242,521

The following table provides information on loans at the time they became classified as TDRs (dollars in thousands):

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Senior Notes (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Senior Notes	$ 1,500,000	$ 500,000
4.75% $1 Billion Senior Notes Due in August 2017 [Member]
Debt Instrument [Line Items]
Senior Notes	1,000,000
6.75% $500 Million Senior Notes Due in June 2018 [Member]
Debt Instrument [Line Items]
Senior Notes	$ 500,000	$ 500,000

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Income Taxes Income Before Income Taxes, Domestic and Foreign (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]
Schedule of Income Before Income Tax, Domestic and Foreign [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ 127,779	$ 732,430	$ 610,351	$ 89,246	$ 354,848
Income (Loss) from Continuing Operations before Income Taxes, Foreign	1,487	11,786	11,467	1,390	(1,409)
Income (Loss) from Continuing Operations Attributable to Parent	$ 129,266	$ 744,216	$ 621,818	$ 90,636	$ 353,439

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2011

Supplemental Cash Flow Information [Abstract]

Cash Flow, Supplemental Disclosures [Text Block]

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

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Interest costs (none capitalized)	$	298,432	$	283,616	$	66,399	$	90,490	$	446,699
Income taxes	12,083		4,892		16,974		28,904		190,825

We had a non-cash investing activity as the result of the receivable from the GM subvention program for fiscal 2012 and 2011 of $20.8 million and $37.4 million, respectively.

Cash payments related to income taxes do not include $280.0 million in income tax refunds received during fiscal 2010.

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Summary Of Significant Accounting Policies Summary of Significant Accounting Policies (Narrative) (Details) (USD $)	3 Months Ended		12 Months Ended							3 Months Ended	12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Dec. 31, 2010 Successor [Member]	Oct. 02, 2010 Successor [Member]	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member] Rate
Summary of Significant Accounting Policies [Line Items]
Business Acquisition, Cost of Acquired Entity, Purchase Price			$ 4,200,000,000						$ 3,453,917,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate											0.00%
Deferred Tax Assets, Net of Valuation Allowance			254,868,000	181,352,000					179,101,000	77,999,000
Goodwill	1,100,000,000		1,108,278,000	1,107,982,000		1,108,278,000	1,107,982,000	1,094,923,000	1,094,923,000
Estimated Recovery Amount of Accounts in Repoession			22,500,000	12,800,000
Income Tax Sharing Agreement With Parent - Maximum Amount			650,000,000
Intercompany Taxes Payable			558,622,000	300,306,000
Share-based Compensation		5,019,000	3,716,000	17,106,000	15,115,000		17,100,000			5,000,000	15,100,000
Stock Based Compensation, Net of Tax						10,200,000	10,600,000			2,800,000	9,400,000
Excess Tax Benefit (Tax Deficiency) from Share-based Compensation, Operating Activities		400,000			1,100,000
Intercompany Receivable			66,360,000	37,447,000
Intercompany Subvention Receivable			20,800,000	37,400,000
Intercompany Receivable - Commercial Lending			45,600,000
Proceeds from Lines of Credit	468,394,000	484,921,000	1,199,707,000	3,716,609,000	775,665,000
Repayments of Lines of Credit	(256,362,000)	(552,951,000)	1,950,484,000	3,446,074,000	(1,806,852,000)
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate											0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate											0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term											1 year 4 months 10 days
Business Acquisition, Cost of Acquired Entity, Cash Paid		$ 3,500,000,000	$ 9,600,000

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Commitments And Contingencies Operating Lease Commitments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Operating Lease Commitments [Line Items]
Operating Leases, Future Minimum Payments Due, Next Twelve Months	$ 15,194
Operating Leases, Future Minimum Payments, Due in Two Years	14,547
Operating Leases, Future Minimum Payments, Due in Three Years	12,761
Operating Leases, Future Minimum Payments, Due in Four Years	11,538
Operating Leases, Future Minimum Payments, Due in Five Years	9,714
Operating Leases, Future Minimum Payments, Due Thereafter	11,283
Operating Leases, Future Minimum Payments Due	$ 75,037

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Financial Statement Effects of the Merger

12 Months Ended

Dec. 31, 2012

Financial Statement Effects of the Merger [Abstract]

Financial Statement Effects of the Merger [Text Block]

Financial Statement Effects of the Merger

Purchase Price Allocation

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

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

The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The goodwill amount was $1.1 billion.

In accordance with the accounting for goodwill, goodwill is not amortized to net income, but is required to be tested for impairment at least annually. See Note 4 – "Goodwill" for additional information.

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

Assets:	September 30, 2010			Adjustments			October 1, 2010
Cash and cash equivalents	$	537,529					$	537,529
Restricted cash – securitization notes payable	975,942						975,942
Restricted cash – credit facilities	134,468						134,468
Finance receivables	8,675,575			$	(444,832	)	8,230,743
Allowance for loan losses	(528,489		)	528,489
Finance receivables, net	8,147,086			83,657			8,230,743
Property and equipment	36,592			10,282			46,874
Leased vehicles, net	54,730			(1,223		)	53,507
Deferred income taxes	77,999			101,102			179,101
Other assets	143,064			(25,917		)	117,147
Goodwill				1,094,923			1,094,923
Total assets	$	10,107,410		$	1,262,824		$	11,370,234
Liabilities:
Credit facilities	$	617,415		$	3,684		$	621,099
Senior notes	70,620			1,810			72,430
Convertible senior notes	419,693			42,015			461,708
Securitization notes payable	6,273,224			135,404			6,408,628
Other liabilities	275,837			76,615			352,452
Total liabilities	7,656,789			259,528			7,916,317
Shareholder's equity:
Common Stock	1,378			(1,378		)
Additional paid-in capital	321,576			(321,576		)
Accumulated other comprehensive income	17,153			(17,153		)
Retained earnings	2,150,480			(2,150,480		)
	2,490,587			(2,490,587		)
Treasury stock	(39,966		)	39,966
Total shareholder's equity	2,450,621			(2,450,621		)
Total liabilities and shareholder's equity	$	10,107,410		$	(2,191,093	)	$	7,916,317
Purchase price							$	3,453,917

XML

Consolidated Statements Of Income And Comprehensive Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended										12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Revenue
Financial Services Revenue									$ 264,347	$ 342,349	$ 1,594,174	$ 1,246,687	$ 1,431,319
Operating Leases, Income Statement, Lease Revenue									4,418	15,888	289,256	97,676	44,316
Other Income									12,406	14,387	77,105	65,625	47,182
Revenues	528,104	514,517	486,511	431,403	394,255	390,681	329,885	295,167	281,171	372,624	1,960,535	1,409,988	1,522,817
Costs and expenses
Operating Expenses									70,441	68,855	397,582	338,540	288,791
Operating Leases, Income Statement, Depreciation Expense on Property Subject to or Held-for-lease									2,106	6,539	211,407	67,088	34,639
Provision for Loan and Lease Losses									26,352	74,618	303,692	178,372	388,058
Interest Expense									36,684	89,364	283,250	204,170	457,222
Restructuring Charges										(39)			668
Business Combination, Acquisition Related Costs									16,322	42,651	20,388
Costs and Expenses									151,905	281,988	1,216,319	788,170	1,169,378
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest	145,594	200,649	216,731	181,242	170,115	177,446	144,021	130,236	129,266	90,636	744,216	621,818	353,439
Income Tax Expense (Benefit)									54,633	39,336	281,090	236,291	132,893
Net Income (Loss) Attributable to Parent	90,604	123,948	136,295	112,279	103,664	108,807	95,818	77,238	74,633	51,300	463,126	385,527	220,546
Other comprehensive income
Unrealized (losses) gains on cash flow hedges									(412)	6,255	(2,449)	2,852	43,306
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax									1,819	2,055	5,913	(10,981)	8,230
Income tax benefit (provision)									(151)	3,027	(899)	1,046	18,567
Other Comprehensive Income (Loss), Net of Tax									1,558	5,283	4,363	(9,175)	32,969
Comprehensive Income (Loss), Net of Tax, Attributable to Parent									$ 76,191	$ 56,583	$ 467,489	$ 376,352	$ 253,515
Earnings Per Share, Basic										$ 0.38			$ 1.65
Earnings Per Share, Diluted										$ 0.37			$ 1.60
Weighted Average Number of Shares Outstanding, Basic										135,232,827			133,845,238
Weighted Average Number of Shares Outstanding, Diluted										140,302,755			138,179,945

XML

Fair Values Of Assets And Liabilities

12 Months Ended

Dec. 31, 2011

Fair Values Of Assets And Liabilities [abstract]

Fair Value Of Financial Instruments

ASC 820, Fair Value Measurements, provides a framework for measuring fair value under U.S. 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.

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. 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):

	December 31, 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)	$	1,830,261					$	1,830,261
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	386			386
Interest rate swaps(iii)					$	133	133
Total assets	$	1,830,261	$	386	$	133	$	1,830,780
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps(iii)					$	133	$	133
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	394			394
Total liabilities	$		$	394	$	133	$	527

_________________ 

(a) Excludes cash in banks of $227.7 million.

	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 table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for fiscal 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and fiscal 2010 (in thousands):

	Successor									Predecessor
	December 31, 2012			December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			June 30, 2010
Assets
Interest rate swap agreements
Balance at the beginning of period	$	2,004		$	23,058		$	27,364		$	26,194		$	24,267
Total realized and unrealized gains (losses)
Included in earnings	152			(1,676		)	1,194			5,417			12,595
Settlements	(2,023		)	(19,378		)	(5,500		)	(4,247		)	(10,668		)
Balance at the end of period	$	133		$	2,004		$	23,058		$	27,364		$	26,194
Investment in money market fund
Balance at the beginning of period													$	8,027
Total realized and unrealized gains (losses)
Included in earnings													2,020
Settlements													(10,047		)
Balance at the end of period	$			$			$			$			$
Liabilities - Interest rate swap agreements
Balance at the beginning of period	$	(6,440	)	$	(46,797	)	$	(60,895	)	$	(70,421	)	$	(131,885	)
Total realized and unrealized (losses) gains
Included in earnings	(120		)	1,090			(1,092		)	(85		)	394
Included in other comprehensive income	(66		)	(50		)	(464		)	(8,218		)	(36,761		)
Settlements	6,493			39,317			15,654			17,829			97,831
Balance at the end of period	$	(133	)	$	(6,440	)	$	(46,797	)	$	(60,895	)	$	(70,421	)

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):

			December 31, 2012				December 31, 2011
		Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a)	1	$	1,289,494	$	1,289,494	$	572,297	$	572,297
Finance receivables, net	(b)	3	10,998,274		11,313,481		9,162,492		9,385,851
Restricted cash – securitization notes payable	(a)	1	728,908		728,908		919,283		919,283
Restricted cash – credit facilities	(a)	1	14,808		14,808		136,556		136,556
Restricted cash – other	(a)	1	24,774		24,774		59,136		59,136
Interest rate swap agreements	(d)	3	133		133		2,004		2,004
Interest rate cap agreements purchased	(d)	2	386		386		4,548		4,548
Financial liabilities:
Syndicated and lease warehouse facilities	(c)	2	354,203		354,203		802,571		802,571
Medium term note facility and Wachovia funding facility	(d)	3					296,820		296,542
Securitization notes payable
Securitization notes payable	(d)	1	8,533,321		8,669,106		6,937,841		6,945,865
Private securitization 2012-PP1	(e)	3	489,987		502,332
Senior notes	(d)	2	1,500,000		1,620,000		500,000		510,000
Convertible senior notes	(d)	2					500		500
Interest rate swap agreements	(d)	3	133		133		6,440		6,440
Interest rate cap agreements sold	(d)	2	394		394		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 or less.

(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.

(e) 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 inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

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 used 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.

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Fair Values Of Assets And Liabilities Fair Value of Assets and Liabilities (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amount Exluded From Money Market Funds	$ 227.7	$ 252.7

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Credit Facilities Three Month Prior Year Credit Faciltiy Metrics (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Average Amount Outstanding in Canadian Dollars [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	$ 296,900,000	$ 41,600,000
Maximum Amount Outstanding in Canadian Dollars [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	368,500,000	184,600,000
Weighted Average Interest Rate [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	0.0270	0.0269
Syndicated warehouse facility	0.0144	0.0156
U.S. Lease Warehouse Facility		0.0160
Average Amount Outstanding [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	298,212,000	40,849,000
Syndicated warehouse facility	80,727,000	296,576,000
U.S. Lease Warehouse Facility		24,027,000
Maximum Amount Outstanding [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	370,076,000	181,314,000
Syndicated warehouse facility	621,257,000	826,859,000
U.S. Lease Warehouse Facility		$ 182,749,000

XML

Credit Facilities Line of Credit Facilities (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Line of Credit Facility [Line Items]
Line of Credit Facilty - Canada Lease Warehouse Canadian Dollars New	$ 800,000,000
Amount of Cash Collected on Finance Receivables Pledged Excluded from Restricted Cash Pledged	11,900,000
U.S. Dollar [Member]
Line of Credit Facility [Line Items]
Line of Credit Facilty -Syndicated warehouse facility	2,500,000,000
Line of Credit Facilty - U.S. Lease Warehouse Facility	600,000,000
Line of Credit Facility - Canada Lease Warehouse Facility	803,455,000
Line of Credit Facility - Parent Company Revolving Credit Facility	300,000,000
U.S. Dollar [Member] | Line of Credit Facility Advances Outstanding [Member]
Line of Credit Facility [Line Items]
Line of Credit Facilty -Syndicated warehouse facility		621,257,000
Line of Credit Facilty - U.S. Lease Warehouse Facility
Line of Credit Facility - Canada Lease Warehouse Facility	354,203,000	181,314,000
Line of Credit Facility - Parent Company Revolving Credit Facility
Credit Facility Totals	354,203,000	1,099,391,000
U.S. Dollar [Member] | Line of Credit Facility Assets Pledged [Member]
Line of Credit Facility [Line Items]
Line of Credit Facilty -Syndicated warehouse facility
Line of Credit Facilty - U.S. Lease Warehouse Facility
Line of Credit Facility - Canada Lease Warehouse Facility	540,399,000
Line of Credit Facility - Parent Company Revolving Credit Facility
Credit Facility Totals	540,399,000
U.S. Dollar [Member] | Line of Credit Faciltiy Restricted Cash Pledged [Member]
Line of Credit Facility [Line Items]
Line of Credit Facilty -Syndicated warehouse facility	300,000
Line of Credit Facilty - U.S. Lease Warehouse Facility
Line of Credit Facility - Canada Lease Warehouse Facility	2,609,000
Line of Credit Facility - Parent Company Revolving Credit Facility
Credit Facility Totals	2,909,000
Canada, Dollar [Member] | Line of Credit Facility Advances Outstanding [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility - Canada Lease Warehouse Facility	352,700,000
Canada, Dollar [Member] | Line of Credit Facility Assets Pledged [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility - Canada Lease Warehouse Facility	538,100,000
Canada, Dollar [Member] | Line of Credit Faciltiy Restricted Cash Pledged [Member]
Line of Credit Facility [Line Items]
Line of Credit Facility - Canada Lease Warehouse Facility	$ 2,600,000

XML

Income Taxes Unrecognized Tax Benefits Reconciliation (Details) (USD $) In Thousands, unless otherwise specified						3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Jun. 30, 2009 Predecessor [Member]	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Sep. 30, 2010 Successor [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Unrecognized Tax Benefits	$ 28,100	$ 26,500	$ 21,400	$ 18,500	$ 17,600	$ 42,676	$ 42,502	$ 34,971	$ 127,642	$ 53,390	$ 48,056	$ 139,068
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions							3,186		131	978	471
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions							(4,901)		(12,012)	(1,934)	(91,195)
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions						174	12,907		455	9,522	11,381
Unrecognized Tax Benefits, Reductions Resulting from Lapse of Applicable Statute of Limitations							(218)			(286)	(243)
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities							$ (3,443)			$ (2,946)

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Guarantor Consolidating Financial Statements (Details)	Dec. 31, 2012 Rate
6.75% $500 Million Senior Notes Due in June 2018 [Member]
Debt Instrument, Interest Rate, Stated Percentage	6.75%
4.75% $1 Billion Senior Notes Due in August 2017 [Member]
Debt Instrument, Interest Rate, Stated Percentage	4.75%

XML

Income Taxes Deferred Tax Asset/Liability Reconciliation (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Deferred Tax Temporary Differences [Line Items]
Deferred Tax Assets, Purchase Accounting Adjustment - Fair Value	$ 30,267	$ 97,384
Deferred Tax Assets, Other	35,483	15,053
Deferred Tax Assets, Valuation Allowance		1,222
Market value difference of loan portfolio	110,669
Income tax benefits from uncertain tax positions	40,167	37,882
Deferred Tax Assets, Operating Loss Carryforwards, Foreign	21,146	4,609
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	2,389	1,676
Borrowing costs	10,178	9,502
Purchase accounting premium – payables	4,569	16,468
Total deferred tax assets before valuation allowance	254,868	182,574
Deferred Tax Assets, Net of Valuation Allowance	254,868	181,352
Depreciable assets	71,043	10,689
Fee income	31,099	28,883
Capitalized direct loan origination costs	16,566	9,668
Intangible assets	12,559	6,938
Deferred gain on debt repurchase	7,791	9,303
Market value difference of loan portfolio		3,045
Other	8,735	4,142
Total deferred tax liabilities	147,793	72,668
Deferred Tax Assets, Net	$ 107,075	$ 108,684

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Document and Entity Information Document (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Jun. 30, 2012
Entity Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q4
Trading Symbol	acf
Entity Registrant Name	General Motors Financial Company, Inc.
Entity Central Index Key	0000804269
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	500	500
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 0

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Earnings Per Share Earnings Per Share (Narrative) (Details) In Thousands, unless otherwise specified	12 Months Ended
	Jun. 30, 2010
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	700
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	18,800

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Commitments And Contingencies

12 Months Ended

Dec. 31, 2012

Commitments And Contingencies [abstract]

Commitments And Contingencies

Commitments and Contingencies

Leases

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

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

	Successor						Predecessor
	For the Year Ended December 31, 2012		For the Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		For the Year Ended June 30, 2010
Lease expense	$	12,639	$	11,943	$	2,710	$	2,788	$	12,948

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

2013	$	15,194
2014	14,547
2015	12,761
2016	11,538
2017	9,714
Thereafter	11,283
	$	75,037

Concentrations of Credit Risk

Financial instruments which potentially subject us to concentrations of credit risk are primarily cash equivalents, restricted cash, derivative financial instruments and finance receivables. Our cash equivalents and restricted cash represent investments in highly rated securities placed through various major financial institutions and highly rated investments in guaranteed investment contracts. The counterparties to our derivative financial instruments are various major financial institutions.

Consumer finance receivables represent contracts with consumers residing throughout the United States and, to a limited extent, in Canada, with borrowers located in Texas accounting for 15% of the portfolio as of December 31, 2012. No other state accounted for more than 10% of consumer finance receivables. As of December 31, 2012, all of our commercial finance receivables represent loans to GM-franchised dealerships and their affiliates.

Guarantees of Indebtedness

The payments of principal and interest on our senior notes are guaranteed by our principal operating subsidiary. As of December 31, 2012 and 2011, the par value of the senior notes was $1,500.0 million and $500.0 million, respectively. See Note 23 – "Guarantor Consolidating Financial Statements".

Legal Proceedings

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and/or shareholders. As the assignee of finance contracts originated by dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but can include requests for compensatory, statutory and punitive damages. We believe that we have taken prudent steps to address and mitigate the litigation risks associated with our business activities. However, any adverse resolution of litigation pending or threatened against us could have a material affect on our financial condition, liquidity and results of operations. With respect to its current litigation, at this time, we believe that the possibility of a material judgment adverse to us is remote and no estimate of range can be made for loss contingencies that are at least reasonably possible but not accrued.

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Finance Receivables Troubled Debt Restructurings (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Financing Receivable, Modifications [Line Items]
Troubled Debt Restructurings - Number of Loans Entering a Modification Program	12,882
Troubled Debt Restructurings - Subsequent Default	$ 3,742
Troubled Debt Restructurings - Amount of Loans That Entered a Loan Modification Program	242,521
Impaired Financing Receivable, Average Recorded Investment	101,574
Financing Receivable, Modifications, Recorded Investment	228,320
Allowance Related to Finance Receivable Modifications	(32,575)
Financing Receivable, Modifications, Post-Modification Recorded Investment	195,745
Impaired Financing Receivable, Unpaid Principal Balance	231,844
Loans and Leases Receivable, Impaired, Troubled Debt, Interest Income Earne	11,081
Commercial Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Gross	559,999
Finance Receivables Purchased	1,227,287
Principal Collection and Recoveries on Receivables	$ (667,288)

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Credit Facilities (Details) (U.S. Dollar [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Credit Facilities Summary [Line Items]
Line of Credit Facilty -Syndicated warehouse facility	$ 2,500,000
Line of Credit Facilty - U.S. Lease Warehouse Facility	600,000
Line of Credit Facility - Canada Lease Warehouse Facility	803,455
Line of Credit Facility Advances Outstanding [Member]
Credit Facilities Summary [Line Items]
Line of Credit Facilty -Syndicated warehouse facility		621,257
Line of Credit Facilty - U.S. Lease Warehouse Facility
Line of Credit Facility - Canada Lease Warehouse Facility	354,203	181,314
Line of Credit Facility - Medium-term note facility		293,528
Line of Credit Facility - Wachovia Funding Facility		3,292
Credit Facility Totals	$ 354,203	$ 1,099,391

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended
	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member] Consumer Loans Auto Financing Receivable [Member]	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Dec. 31, 2012 Successor [Member] Commercial Loan [Member]	Dec. 31, 2012 Successor [Member] Consumer Loans Auto Financing Receivable [Member]	Dec. 31, 2011 Successor [Member] Consumer Loans Auto Financing Receivable [Member]
Net income	$ 51,300	$ 220,546		$ 74,633	$ 463,126	$ 385,527
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, Depletion and Amortization, Nonproduction	14,649	79,044		7,809	255,182	109,619
Provision for Loan and Lease Losses	74,618	388,058		26,352	303,692	178,372
Deferred Income Tax Expense (Benefit)	452	(24,567)		21,367	2,626	50,236
Stock-based compensation expense	5,019	15,115			3,716	17,106
Amortization of Finance Receivables Pemium				77,092	(10,419)	177,566
Amortization of Debt Discount (Premium)				(27,458)	(31,648)	(67,671)
Amortization Of Warrant Costs		1,968
Non-cash interest charges on convertible debt	5,625	21,554
Amortization of Deferred Loan Origination Fees, Net	(942)	4,791		1,111	(53,189)	(20,702)
Other Noncash Income (Expense)	(13,800)	(16,237)		(11,539)	(11,209)	(23,218)
Changes in assets and liabilities:
Increase Decrease In Other Assets	16,373	202,658		(369)	2,378	34,649
Increase (Decrease) in Accounts Payable and Accrued Liabilities	(9,957)	26,245		(10,275)	47,946	(21,399)
Increase (Decrease) in Accrued Taxes Payable	1,405	9,534		(9,448)	7,816	(77,285)
Increase or Decrease in Intercompany Taxes Payable				42,214	258,316	258,092
Net Cash Provided by (Used in) Operating Activities	144,742	928,709		191,489	1,238,333	1,000,892
Cash flows from investing activities:
Payments to Acquire Receivables			(2,090,602)				(1,224,082)	(5,556,169)	(5,020,639)
Principal Collection and Recoveries on Receivables			3,606,680				667,181	4,006,893	3,719,264
Payments to Acquire Property, Plant, and Equipment	312	1,581		2,429	13,489	8,359
Increase (Decrease) in Restricted Cash and Investments	45,787	78,549		(49,860)	(190,375)	(6,799)
Increase (Decrease) in Restricted Cash	(8,257)	(52,354)		(3,030)	(122,345)	5,108
Payments for (Proceeds from) Other Investing Activities	(40,193)	(53,922)		(13,236)	10,911	12,602
Purchases of Leased Vehicles				(10,655)	(1,077,163)	(857,138)
Proceeds from Leases Held-for-investment					55,414	38,054
Payments to Acquire Businesses, Gross						(9,601)
Cash Acquired from Acquisition						9,283
Net Cash Provided by (Used in) Investing Activities	(54,605)	1,542,224		(23,414)	(2,839,606)	(2,140,047)
Cash flows from financing activities:
Proceeds from Lines of Credit	484,921	775,665		468,394	1,199,707	3,716,609
Repayments of Lines of Credit	(552,951)	(1,806,852)		(256,362)	(1,950,484)	(3,446,074)
Proceeds from Issuance of Financial Services Obligations	1,050,000	2,352,493		700,000	6,400,000	4,550,000
Repayments of Financial Services Obligations	(795,512)	(3,674,062)		(954,644)	(4,282,977)	(3,675,459)
Proceeds from Issuance of Senior Long-term Debt					1,000,000	500,000
Payments of Debt Issuance Costs	7,686	24,754		4,314	48,201	49,318
Proceeds from Issuance of Common Stock	2,138	15,635
Employee Service Share-based Compensation, Cash Flow Effect, Cash Used to Settle Awards	(16,062)
Extinguishment of Debt, Amount		(20,425)		(464,254)	(505)	(75,164)
Other net changes	313	645			(285)	(528)
Net Cash Provided by (Used in) Financing Activities	165,161	(2,381,655)		(511,180)	2,317,255	1,520,066
Cash and Cash Equivalents, Period Increase (Decrease)	255,298	89,278		(343,105)	715,982	380,911
Effect of Exchange Rate on Cash and Cash Equivalents	(42)	(292)		130	1,215	(3,168)
Cash and cash equivalents at beginning of period		282,273		537,529	572,297	194,554
Cash and cash equivalents at end of period	$ 537,529			$ 194,554	$ 1,289,494	$ 572,297

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Securitizations

12 Months Ended

Dec. 31, 2011

Securitizations [Abstract]

Securitizations

Securitizations

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

	Successor						Predecessor
	For the Year Ended December 31, 2012		For the Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		For the Year Ended June 30, 2010
Receivables securitized	$	6,776,799	$	4,827,620	$	742,708	$	1,164,267	$	2,843,308
Net proceeds from securitization	6,400,000		4,550,000		700,000		1,050,000		2,352,493
Servicing fees(a)	242,145		200,889		46,229		43,663		196,304
Net distributions from Trusts	1,486,820		852,359		216,004		110,930		424,161

_________________ 

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

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Leased Vehicles

12 Months Ended

Dec. 31, 2011

Leases [Abstract]

Leased Vehicles

Leased Vehicles

Leased vehicles consist of the following (in thousands):

	Successor
	December 31, 2012			December 31, 2011
Leased vehicles	$	2,282,880		$	1,012,637
Manufacturer incentives	(307,256		)	(125,681		)
	1,975,624			886,956
Less: accumulated depreciation	(272,753		)	(77,303		)
Less: purchase accounting discount	(4		)	(162		)
	$	1,702,867		$	809,491

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

	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Balance at beginning of period	$	886,956		$	51,515		$	54,730		$	190,300		$	239,646
Leased vehicles purchased	1,342,818			1,000,200			11,371
Leased vehicles returned - end of term	(76,052		)	(28,723		)	(14,041		)	(75,986		)	(45,040		)
Leased vehicles returned - default	(7,492		)	(1,139		)	(545		)	(850		)	(4,306		)
Manufacturer incentives	(180,462		)	(126,520		)
Foreign currency translation adjustment	9,856			(8,377		)
Balance at end of period	$	1,975,624		$	886,956		$	51,515		$	113,464		$	190,300

Our Canadian subsidiary originates and sells leases for a third party with servicing retained. As of December 31, 2012 and 2011, this subsidiary was servicing $625.0 million and $995.0 million, respectively, 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 2013		Fiscal 2014		Fiscal 2015		Fiscal 2016		Fiscal 2017
Minimum rental payments under operating leases	$	331,448	$	274,140	$	159,647	$	33,011	$	1,657

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Earnings Per Share

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Earnings per Share – Predecessor

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010
			Year Ended June 30, 2010
Net income	$	51,300	$	220,546
Basic weighted average shares	135,232,827		133,845,238
Incremental shares resulting from assumed conversions:
Stock based compensation and warrants	5,069,928		4,334,707
Diluted weighted average shares	140,302,755		138,179,945
Earnings per share:
Basic	$	0.38	$	1.65
Diluted	$	0.37	$	1.60

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

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

Diluted earnings per share was computed by dividing net income by the diluted weighted average shares, including incremental shares. The treasury stock method was used to compute the assumed incremental shares related to our outstanding stock-based compensation and warrants. The average common stock market prices for the periods were used to determine the number of incremental shares. Options to purchase 0.7 million shares of common stock for fiscal 2010 were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares. Warrants to purchase 18.8 million shares of common stock for fiscal 2010 were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares.

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Parent Company Stock Based Compensation

12 Months Ended

Dec. 31, 2012

Parent Company Stock Based Compensation [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

Parent Company Stock Based Compensation

Our parent company has certain stock based compensation plans for employees and key executive officers. Restricted Stock Units ("RSUs") awards granted under these plans are valued at the grant date fair value of GM common stock.

Long-Term Incentive Plan

The RSUs granted vest ratably over a three-year service period, as defined in the terms for each award. We have elected to record compensation expense for these RSUs on a straight-line basis over the entire vesting period.

Salary Stock

In the fiscal 2012 and 2011 a portion of each participant's salary was accrued on each salary payment date and converted to RSUs on a quarterly basis. The awards are fully vested and nonforfeitable upon grant, therefore compensation cost is recognized on the date of grant. In March 2012 the plan was amended to provide for cash settlement of awards. As a result these awards will now settle in cash and we reclassified $14.7 million from additional paid-in capital to accounts payable and accrued expenses and operating expenses. The liability for these awards is remeasured to fair value at the end of each reporting period. Prior to this amendment it was GM's policy to issue new shares upon settlement of these awards.

The following table summarizes information about RSUs granted to our employees and key executive officers under the parent company stock based compensation programs (RSUs in thousands):

	Successor
	Year Ended December 31, 2012
	Shares		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term
Outstanding at beginning of period	919		$	25.24	0.8
Granted	698		22.08
Forfeited or expired	(10	)	30.23
Settled	(189	)	27.84
Outstanding at end of period	1,418		$	23.17	0.8
RSUs unvested and expected to vest at December 31, 2012	511		$	24.40	2.1
RSUs vested and payable at December 31, 2012	884		$	22.44

For fiscal 2012 and 2011, we recorded total stock based compensation expense of $16.5 million ($10.2 million net of tax) and $17.1 million ($10.6 million net of tax), respectively.

As of December 31, 2012, unamortized compensation expense related to the RSUs was $10.0 million.

The total fair value of RSU's vested in fiscal 2012 and 2011 was $9.4 million and $15.7 million, respectively.

In fiscal 2012, total payments for 111,000 RSU's settled in cash under stock incentive plans were $2.5 million.

Stock Based Compensation – Predecessor

General

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

Stock Options

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

Employee Plans

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010				Year Ended June 30, 2010
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period	1,324		$	20.75	2,106		$	18.02
Granted					42		20.96
Exercised	(17	)	13.59		(757	)	13.44
Canceled/forfeited	(30	)	23.47		(67	)	17.56
Outstanding at end of period	1,277		$	20.75	1,324		$	20.75
Options exercisable at end of period					1,033		$	23.81
Weighted average fair value of options granted during period							$	10.79

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

Non-Employee Director Plans

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

	Predecessor
	Year Ended June 30,
	2010
	Shares		Weighted Average Exercise Price
Outstanding at beginning of year	80		$	17.81
Exercised	(80	)	17.81
Outstanding and exercisable at end of year			$

Cash received from exercise of options for fiscal 2010 was $1.4 million. The total intrinsic value of options exercised during fiscal 2010 was $0.03 million.

Restricted Stock Based Grants

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

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Nonvested at beginning of period	1,810		2,253
Granted			415
Vested	(1,051	)	(555	)
Forfeited	(165	)	(303	)
Nonvested at end of period	594		1,810

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Leased Vehicles (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Leased Vehicles, Net [Line Items]
Property Subject to or Available for Operating Lease, Gross	$ 2,282,880	$ 1,012,637
Manufacturing incemtives	307,256	125,681
Leased Vehicles Accounted For Operating Leases Net Of Manufacturing Incentives	1,975,624	886,956
Accumulated Depreciation On Leased Vehicles Accounted For As Operating Leases	272,753	77,303
Purchase Accounting Discount on Leased Vehicles	4	162
Property Subject to or Available for Operating Lease, Net	$ 1,702,867	$ 809,491

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Senior Notes

12 Months Ended

Dec. 31, 2011

Senior Notes [Abstract]

Senior Notes Disclosure [Text Block]

ior notes consist of the following (in thousands):

	Successor
	December 31, 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 $17.2 million and $7.0 million at December 31, 2012 and 2011, respectively, 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.

In August 2012, we issued $1.0 billion of 4.75% senior notes which are due in August 2017, with interest payable semiannually.

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 Securities and Exchange Commission ("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.

In June 2011, we issued $500 million of 6.75% senior notes which are due in June 2018, with interest payable semiannually.

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 23 - "Guarantor Consolidating Financial Statements" for further discussion.

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Income Taxes Income Before Income Taxes, Domestic and Foreign (Tables)

12 Months Ended

Dec. 31, 2012

Income Before Income Taxes, Domestic and Foreign [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

For financial reporting purposes, income before income taxes includes the following components (in thousands):

	Successor						Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period from July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
U.S. income	$	732,430	$	610,351	$	127,779	$	89,246	$	354,848
Non-U.S. income (loss)	11,786		11,467		1,487		1,390		(1,409		)
Income before income taxes	$	744,216	$	621,818	$	129,266	$	90,636	$	353,439

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Parent Company Stock Based Compensation RSUs (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation	$ 5,019	$ 3,716	$ 17,106	$ 15,115
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures		698
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 22.08
Stock Issued During Period, Shares, Share-based Compensation, Forfeited		(10)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value		$ 30.23
Shared-Based Compensation Arrangement By Share-Based Payment Award, Exercises In Period		(189)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price		$ 27.84
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease)		1,418	919
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 23.17	$ 25.24
Restricted Stock Units, Outstanding, Weighted-Average Remaining Contractual Term		0.8047959524	0 years 9 months 18 days
Restricrted Stock Units Unvested and Expected to Vest, Shares		511
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value		$ 24.40
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Outstanding At End Of Period Weighted Average Remaining Contractual Terms		2.129670205
Restricted Stock Vested and Payable		884
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value		$ 22.44
Successor [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Share-based Compensation			$ 17,100

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Credit Facilities

12 Months Ended

Dec. 31, 2011

Line of Credit Facility [Abstract]

Line Of Credit Facilities [Text Block]

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

	Successor
	December 31, 2012		December 31, 2011
Syndicated warehouse facility			$	621,257
Lease warehouse facility – Canada	$	354,203	181,314
Medium term note facility			293,528
Wachovia funding facility			3,292
	$	354,203	$	1,099,391

Further detail regarding terms and availability of the credit facilities^(a) as of December 31, 2012, is as follows (in thousands):

Facility	Facility Amount		Advances Outstanding		Assets Pledged (f)		Restricted Cash Pledged (g)
Syndicated warehouse facility(b)	$	2,500,000					$	300
Lease warehouse facility – U.S.(c)	600,000
Lease warehouse facility – Canada(d)	803,455		$	354,203	$	540,399	2,609
GM Related Party Credit Facility(e)	300,000
			$	354,203	$	540,399	$	2,909

_________________ 

(a) Does not include available borrowings on the GM Revolving Credit Facility. We may borrow against this facility for strategic initiatives and for general corporate purposes. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our or our subsidiaries' assets secure this facility. There were no borrowings on this facility in fiscal 2012.

(b) In May 2013, when the revolving period ends, and if the facility is not renewed, any 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.

(c) In January 2013, the facility was renewed and extended to May 2014. In May 2014 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 November 2019 when any outstanding balance will be due and payable.

(d) 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$352.7 million, assets pledged of C$538.1 million and restricted cash pledged of C$2.6 million at December 31, 2012.

(e) In August 2012, we renewed the GM Related Party Credit Facility ("GM Related Party Credit Facility") with GM Holdings, with a maturity date of September 2013.

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

(g) These amounts do not include cash collected on finance receivables and leasing related assets pledged of $11.9 million, which is also included in restricted cash – credit facilities on the consolidated balance sheets.

Our syndicated warehouse and lease warehouse facilities with participating banks provide financing either directly or through institutionally managed commercial paper conduits. 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 bank participants or agents, collateralized by such finance and lease contracts and cash. The bank participants or 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 bank participants or agents. In the syndicated warehouse and lease warehouse – Canada 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 Related Party 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 December 31, 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 fiscal 2012 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.44	%	$	80,727	$	621,257
Lease warehouse facility – Canada(a)	2.70	%	298,212		370,076

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$296.9 million and C$368.5 million, respectively.

There were no borrowings or repayments on the lease warehouse facility – U.S., the GM Related Party Credit Facility or the GM Revolving Credit Facility during fiscal 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 fiscal 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate		Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility	1.56	%	$	296,576	$	826,859
Lease warehouse facility – U.S.	1.60	%	24,027		182,749
Lease warehouse facility – Canada(a)	2.69	%	40,849		181,314

_________________ 

(a) Average amount outstanding and maximum amount outstanding represents C$41.6 million and C$184.6 million, respectively.

There were $200.0 million in borrowings and repayments on the GM Related Party Credit Facility during fiscal 2011.

Debt issuance costs are amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $4.5 million and $6.6 million as of December 31, 2012 and 2011, respectively, are included in other assets.

Schedule of Line of Credit Facilities [Table Text Block]

Further detail regarding terms and availability of the credit facilities^(a) as of December 31, 2012, is as follows (in thousands):

Facility	Facility Amount		Advances Outstanding		Assets Pledged (f)		Restricted Cash Pledged (g)
Syndicated warehouse facility(b)	$	2,500,000					$	300
Lease warehouse facility – U.S.(c)	600,000
Lease warehouse facility – Canada(d)	803,455		$	354,203	$	540,399	2,609
GM Related Party Credit Facility(e)	300,000
			$	354,203	$	540,399	$	2,909

_________________ 

(a) Does not include available borrowings on the GM Revolving Credit Facility. We may borrow against this facility for strategic initiatives and for general corporate purposes. Neither we, nor any of our subsidiaries, guarantee any obligations under this facility and none of our or our subsidiaries' assets secure this facility. There were no borrowings on this facility in fiscal 2012.

(b) In May 2013, when the revolving period ends, and if the facility is not renewed, any 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.

(c) In January 2013, the facility was renewed and extended to May 2014. In May 2014 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 November 2019 when any outstanding balance will be due and payable.

(d) 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$352.7 million, assets pledged of C$538.1 million and restricted cash pledged of C$2.6 million at December 31, 2012.

(e) In August 2012, we renewed the GM Related Party Credit Facility ("GM Related Party Credit Facility") with GM Holdings, with a maturity date of September 2013.

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

(g) These amounts do not include cash collected on finance receivables and leasing related assets pledged of $11.9 million, which is also included in restricted cash – credit facilities on the consolidated balance she

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Securitization Notes Payable

12 Months Ended

Dec. 31, 2011

Securitization Notes Payable [Abstract]

Securitization Notes Payable

ritization notes payable represents debt issued by us in securitization transactions. In connection with the Merger, we recorded a purchase accounting premium that is being amortized to interest expense over the expected term of the notes. Amortization for fiscal 2012 and 2011 and for the three months ended December 31, 2010 was $31.3 million, $64.7 million and $25.7 million respectively. At December 31, 2012 and 2011, unamortized purchase accounting premium of $11.2 million and $42.4 million is included in securitization notes payable. Debt issuance costs of $26.1 million and $16.3 million, as of December 31, 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.

Securitization notes payable 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 December 31, 2012		Note Balance at December 31, 2011
2006	January 2014			$	1,200,000			5.4	%								$	63,293
2007	October 2013	-	March 2016	1,000,000		-	1,500,000	5.2	%	-	5.5	%					793,732
2008	January 2015	-	April 2015	500,000				8.7	%	-	10.5	%	$	147,026	$	24,126	171,224
2009	January 2016	-	July 2017	227,493		-	725,000	2.7	%	-	7.5	%	207,409		159,832		297,522
2010	July 2017	-	April 2018	200,000		-	850,000	2.2	%	-	3.8	%	1,229,587		1,095,208		1,756,455
2011	July 2018	-	March 2019	800,000		-	1,000,000	2.4	%	-	2.9	%	2,728,474		2,518,578		3,813,191
2012(b)	June 2019	-	May 2020	800,000		-	1,300,000	1.4	%	-	2.9	%	5,589,512		5,214,414
													$	9,902,008	9,012,158		6,895,417
Purchase accounting premium															11,150		42,424
Total															$	9,023,308	$	6,937,841

_________________ 

(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. Expected principal payments are $3,406.2 million in fiscal 2013, $2,324.0 million in fiscal 2014, $1,771.6 million in fiscal 2015, $1,073.2 million in fiscal 2016 and $437.8 million in fiscal 2017.

(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.

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Guarantor Consolidating Financial Statements Restatement Tables - Guarantor / Non-Guarantor (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended										12 Months Ended			3 Months Ended		12 Months Ended			9 Months Ended		9 Months Ended		3 Months Ended		12 Months Ended			9 Months Ended	12 Months Ended	9 Months Ended	12 Months Ended	3 Months Ended		12 Months Ended					3 Months Ended		12 Months Ended			9 Months Ended		9 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Dec. 31, 2010 Non-Guarantor Subsidiaries [Member]	Sep. 30, 2010 Non-Guarantor Subsidiaries [Member]	Dec. 31, 2012 Non-Guarantor Subsidiaries [Member]	Dec. 31, 2011 Non-Guarantor Subsidiaries [Member]	Jun. 30, 2010 Non-Guarantor Subsidiaries [Member]	Sep. 30, 2011 Non-Guarantor Subsidiaries [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Non-Guarantor Subsidiaries [Member] Scenario, Previously Reported [Member]	Sep. 30, 2011 Non-Guarantor Subsidiaries [Member] Restatement Adjustment [Member]	Dec. 31, 2011 Non-Guarantor Subsidiaries [Member] Restatement Adjustment [Member]	Dec. 31, 2010 Consolidation, Eliminations [Member]	Sep. 30, 2010 Consolidation, Eliminations [Member]	Dec. 31, 2012 Consolidation, Eliminations [Member]	Dec. 31, 2011 Consolidation, Eliminations [Member]	Jun. 30, 2010 Consolidation, Eliminations [Member]	Sep. 30, 2011 Consolidation, Eliminations [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Consolidation, Eliminations [Member] Scenario, Previously Reported [Member]	Sep. 30, 2011 Consolidation, Eliminations [Member] Restatement Adjustment [Member]	Dec. 31, 2011 Consolidation, Eliminations [Member] Restatement Adjustment [Member]	Dec. 31, 2010 Parent Company [Member]	Sep. 30, 2010 Parent Company [Member]	Dec. 31, 2012 Parent Company [Member]	Dec. 31, 2011 Parent Company [Member]	Jun. 30, 2010 Parent Company [Member]	Dec. 31, 2011 Parent Company [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Parent Company [Member] Restatement Adjustment [Member]	Dec. 31, 2010 Guarantor Subsidiaries [Member]	Sep. 30, 2010 Guarantor Subsidiaries [Member]	Dec. 31, 2012 Guarantor Subsidiaries [Member]	Dec. 31, 2011 Guarantor Subsidiaries [Member]	Jun. 30, 2010 Guarantor Subsidiaries [Member]	Sep. 30, 2011 Guarantor Subsidiaries [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Guarantor Subsidiaries [Member] Scenario, Previously Reported [Member]	Sep. 30, 2011 Guarantor Subsidiaries [Member] Restatement Adjustment [Member]	Dec. 31, 2011 Guarantor Subsidiaries [Member] Restatement Adjustment [Member]
Financial Services Revenue									$ 264,347	$ 342,349	$ 1,594,174	$ 1,246,687	$ 1,431,319	$ 248,945	$ 304,094	$ 1,444,250	$ 1,139,830	$ 1,332,612	$ 1,161,260		$ 1,139,830																		$ 15,402	$ 38,255	$ 149,924	$ 106,857	$ 98,707	$ 85,427		$ 106,857
Equity In Income Of Affiliates																							(180,642)	(186,126)	(1,088,142)	(893,537)	(612,198)	(906,067)		(893,537)		92,471	70,729	489,203	404,750	243,078			88,171	115,397	598,939	488,787	369,120	501,317		488,787
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest	145,594	200,649	216,731	181,242	170,115	177,446	144,021	130,236	129,266	90,636	744,216	621,818	353,439	171,547	180,395	919,658	800,155	587,666	821,585		800,155		(180,642)	(186,126)	(1,088,142)	(893,537)	(612,198)	(906,067)		(893,537)		74,293	43,676	452,208	378,007	209,274			64,068	52,691	460,492	337,193	168,697	328,293		337,193
Income Tax Expense (Benefit)									54,633	39,336	281,090	236,291	132,893	85,781	64,633	333,075	294,967	212,347	303,867		294,967											(340)	(7,624)	(10,918)	(7,520)	(11,272)			(30,808)	(17,673)	(41,067)	(51,156)	(68,182)	(60,056)		(51,156)
Net Income (Loss) Attributable to Parent	90,604	123,948	136,295	112,279	103,664	108,807	95,818	77,238	74,633	51,300	463,126	385,527	220,546	85,766	115,762	586,583	505,188	375,319	517,718		505,188		(180,642)	(186,126)	(1,088,142)	(893,537)	(612,198)	(906,067)		(893,537)		74,633	51,300	463,126	385,527	220,546			94,876	70,364	501,559	388,349	236,879
Financing Receivable, Net	10,998,274				9,162,492						10,998,274	9,162,492				9,440,434	8,603,722			8,960,696		8,603,722																			1,557,840	558,770			201,796		558,770
Due from Affiliates																	2,927,537			2,656,353		2,927,537			(2,063,179)	(3,783,525)			(3,426,131)		(3,783,525)			2,063,179	855,988		769,778	855,988
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures																									(5,466,955)	(8,208,378)			(6,123,604)		(8,208,378)			3,274,348	2,785,146		2,871,356	2,785,146			2,192,607	5,423,232			3,252,248		5,423,232
Assets	16,197,071				13,042,920						16,197,071	13,042,920				12,179,274	13,639,898			13,725,688		13,639,898			(7,530,134)	(11,991,903)			(9,549,735)		(11,991,903)			6,551,020	4,808,704						4,996,911	6,586,221			4,058,263		6,586,221
Due to Affiliate																									(2,063,179)	(3,783,525)			(3,426,131)		(3,783,525)										1,669,061	3,783,525			3,426,131		3,783,525
Liabilities	11,817,844				9,119,882						11,817,844	9,119,882				9,946,854	8,164,496								(2,063,179)	(3,783,525)			(3,426,131)		(3,783,525)			2,171,793	885,666						1,762,376	3,853,245			3,495,851		3,853,245
Additional Paid in Capital, Common Stock	3,459,195				3,470,495						3,459,195	3,470,495				122,425	2,199,694			1,143,529		2,199,694			(201,612)	(2,278,881)			(1,222,716)		(2,278,881)			3,459,195	3,470,495						79,187	79,187
Retained Earnings (Accumulated Deficit)	923,286				460,160						923,286	460,160				1,527,008	2,751,797			3,918,022		2,751,797			(4,693,157)	(5,416,387)			(4,401,247)		(5,416,387)			923,286	460,160						3,166,149	2,664,590
Stockholders' Equity Attributable to Parent	4,379,227				3,923,038						4,379,227	3,923,038				2,232,420	5,475,402			5,561,192		5,475,402			(5,466,955)	(8,208,378)			(6,123,604)		(8,208,378)			4,379,227	3,923,038						3,234,535	2,732,976			562,412		2,732,976
Amortization of Debt Discount (Premium)									(27,458)		(31,648)	(67,671)		(27,416)		(31,648)	(67,488)		146,394		167,824											(42)			(183)									31,172		9,742
Change In Equity In Income Of Affiliates																							180,642	186,126	1,088,142	893,537	612,198		906,067		893,537	(92,471)	(70,729)	(489,203)	(404,750)	(243,078)			(88,171)	(115,397)	(598,939)	(488,787)	(369,120)	(501,317)		(488,787)
Net Cash Provided by (Used in) Operating Activities									191,489	144,742	1,238,333	1,000,892	928,709	159,269	190,746	749,283	629,121	393,797	620,221		629,121											30,933	(49,266)	246,239	252,555	339,824			1,287	3,262	242,811	119,216	195,088	128,116		119,216
Payments to Acquire Receivables																			(5,138,407)		(4,802,863)							5,138,407		4,802,863
Net Proceeds From the Sale of Receivables																							(1,001,126)	(1,155,695)	(4,887,966)	(4,802,863)	(1,606,156)	(5,138,407)		(4,802,863)									1,001,126	1,155,695	4,887,966	4,802,863	1,606,156	5,138,407		4,802,863
Investment in Affiliates - Net Change																							1,788,448	(7,596)	2,738,205	784,551	2,146,356					31,756	2,076		7,186	9,308			(1,820,204)	5,520	(2,738,205)	(791,737)	(2,155,664)
Net Cash Provided by (Used in) Investing Activities									(23,414)	(54,605)	(2,839,606)	(2,140,047)	1,542,224	(71,760)	(232,025)	(1,596,671)	(1,920,077)	1,935,352	(2,255,621)		(1,920,077)		(1,788,448)	7,596	(2,738,205)	(784,551)	(2,146,356)					(29,166)	(2,075)	(45,565)	(5,262)	(9,308)			1,865,960	171,899	1,540,835	569,843	1,762,536	905,387		569,843
Increase (Decrease) Due from Affiliates														(1,842,610)	140,434	(2,219,634)	462,570	(2,209,044)	(118,126)		(462,570)		31,699	51	(25)	(1,504,841)	5,166					(460,668)	(62,897)	1,187,647	652,998	336,411			2,271,579	(77,588)	1,032,012	389,273	1,867,467	(733,717)		(389,273)
Net Cash Provided by (Used in) Financing Activities									(511,180)	165,161	2,317,255	1,520,066	(2,381,655)	(89,750)	43,705	805,070	1,362,451	(2,329,153)	1,706,895		1,362,451		1,790,314	(5,418)	2,744,871	767,434	2,153,711					(3,586)	49,286	(200,674)	(236,312)	(338,746)			(2,208,158)	77,588	(1,032,012)	(373,507)	(1,867,467)	(717,951)		(373,507)
Liabilities and Equity	$ 16,197,071				$ 13,042,920						$ 16,197,071	$ 13,042,920				$ 12,179,274	$ 13,639,898			$ 13,725,688		$ 13,639,898			$ (7,530,134)	$ (11,991,903)			$ (9,549,735)		$ (11,991,903)			$ 6,551,020	$ 4,808,704						$ 4,996,911	$ 6,586,221			$ 4,058,263		$ 6,586,221

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Derivative Financial Instruments And Hedging Activities

12 Months Ended

Dec. 31, 2011

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Derivative Financial Instruments And Hedging Activities

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

	Successor
	December 31, 2012				December 31, 2011
	Notional		Fair Value(b)		Notional		Fair Value(b)
Assets
Interest rate swaps(a)	$	24,126	$	133	$	509,561	$	2,004
Interest rate caps(a)	750,983		386		1,512,793		4,548
Total assets	$	775,109	$	519	$	2,022,354	$	6,552
Liabilities
Interest rate swaps	$	24,126	$	133	$	509,561	$	6,440
Interest rate caps	750,983		394		1,470,856		4,768
Total liabilities	$	775,109	$	527	$	1,980,417	$	11,208

_________________ 

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

(b) See Note 12 - "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 loss as of December 31, 2012 and 2011, respectively. The ineffectiveness gain (loss) related to the interest rate swap agreements was $(0.1) million for fiscal 2012, $1.1 million for fiscal 2011, $(1.1) million for the three months ended December 31, 2010, $(0.1) million for the three months ended September 30, 2010 and $0.4 million for fiscal 2010, respectively. We estimate the remaining amount of unrealized losses included in accumulated other comprehensive loss will be reclassified into earnings within the next twelve months.

Interest rate swap agreements not designated as hedges had a change in fair value which resulted in gains (losses) of $0.2 million for fiscal 2012, $(1.7) million for fiscal 2011, $1.2 million for the three months ended December 31, 2010, $5.4 million for the three months ended September 30, 2010 and $12.6 million for fiscal 2010 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 December 31, 2012 and 2011, these restricted cash accounts totaled $4.2 million and $35.5 million, respectively, and are included in other assets on the consolidated balance sheets.

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
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Non-designated hedges:
Interest rate contracts(a)	$	362		$	(1,701	)	$	1,060		$	5,478		$	13,248
Foreign currency exchange derivatives(b)				2,125			(535		)	(383		)	(1,206		)
	$	362		$	424		$	525		$	5,095		$	12,042
Designated hedges:
Interest rate contracts(a)	$	(120	)	$	1,090		$	(1,092	)	$	(85	)	$	394
	Losses Recognized In Accumulated Other Comprehensive (Loss) Income
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Designated hedges:
Interest rate contracts	$	(66	)	$	(50	)	$	(464	)	$	(8,218	)	$	(36,761	)
	Income (Losses) Reclassified From Accumulated Other Comprehensive (Loss) Income Into Income
	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Designated hedges:
Interest rate contracts(a)	$	2,383		$	(2,902	)	$	(52	)	$	(14,473	)	$	(80,067	)

_________________ 

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

(b) There were no outstanding foreign currency exchange derivatives at December 31, 2012. Income (losses) recognized in earnings is included in operating expenses.

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Supplemental Disclosure for Accumulated Other Comprehensive Income Parentheticals (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Unrealized gains (losses) on cash flow hedges:
Balance at beginning of period	$	1,545		$	(261	)				$	(34,818	)	$	(62,509	)
Change in fair value associated with current period hedging activities, net of taxes of $(23), $646, $(170), $(3,001) and $(13,333), respectively	(43		)	(696		)	$	(294	)	(5,217		)	(23,428		)
Reclassification into earnings, net of taxes of $(876), $400, $19, $5,285 and $28,948, respectively	(1,507		)	2,502			33			9,188			51,119
Balance at end of period	(5		)	1,545			(261		)	(30,847		)	(34,818		)
Foreign currency translation adjustment:
Balance at beginning of period	(9,162		)	1,819						46,688			41,410
Translation gain (loss) net of taxes of $0, $0, $0, $743 and $2,952, respectively	5,913			(10,981		)	1,819			1,312			5,278
Balance at end of period	(3,249		)	(9,162		)	1,819			48,000			46,688
Total accumulated other comprehensive (loss) income	$	(3,254	)	$	(7,617	)	$	1,558		$	17,153		$	11,870

Supplemental Disclosure for Accumulated Other Comprehensive Income Parentheticals	Year Ended December 31, 2012		Year Ended December 31, 2011	Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Unrealized gains (losses) on cash flow hedges:
Tax Amount - change in fair value	(43	)	646	(170	)	(3,001	)	(13,333	)
Tax Amount - reclassification into earnings	(876	)	400	19		5,285		28,948
Foreign currency translation adjustment:
Tax Amount	—		—	—		743		2,952

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Income Taxes Income Taxes (Narrative) (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010
Income Taxes [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	$ 2,389,000	$ 1,676,000
Deferred Tax Assets, Valuation Allowance		(1,222,000)
Deferred Tax Assets, Operating Loss Carryforwards, Foreign	21,146,000	4,609,000
Unrecognized Tax Benefits	28,100,000	26,500,000	21,400,000	18,500,000	17,600,000
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Lower Bound	0
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound	$ 9,400,000

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Leased Vehicles Leased Vehicles Summary (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Jun. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]
Leased Vehicles Summary [Line Items]
Leased Vehicles Accounted For Operating Leases Net Of Manufacturing Incentives		$ 1,975,624	$ 886,956	$ 190,300	$ 239,646	$ 54,730	$ 886,956	$ 51,515
Leased Vehicles Purchased						11,371	1,342,818	1,000,200
Leased Vehicles Returned (End of Term)				(75,986)	(45,040)	(14,041)	(76,052)	(28,723)
Leased Vehicles Returned (Default)				(850)	(4,306)	(545)	(7,492)	(1,139)
Manufacturing Incentives							(180,462)	(126,520)
Foreign Currency Translation On Leases							9,856	(8,377)
Leased Vehicles Accounted For Operating Leases Net Of Manufacturing Incentives		$ 1,975,624	$ 886,956	$ 113,464	$ 190,300	$ 51,515	$ 1,975,624	$ 886,956

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Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

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

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Year Ended December 31, 2012 - Successor
Total revenue	$	431,403	$	486,511	$	514,517	$	528,104
Income before income taxes	181,242		216,731		200,649		145,594
Net income	112,279		136,295		123,948		90,604
Year Ended December 31, 2011 - Successor
Total revenue	$	295,167	$	329,885	$	390,681	$	394,255
Income before income taxes	130,236		144,021		177,446		170,115
Net income	77,238		95,818		108,807		103,664

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Derivative Financial Instruments And Hedging Activities Derivatives Income (Losses) Recognized in Income (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended	3 Months Ended		12 Months Ended		3 Months Ended	12 Months Ended		3 Months Ended		9 Months Ended	12 Months Ended			3 Months Ended	12 Months Ended	3 Months Ended		12 Months Ended
	Dec. 31, 2012	Sep. 30, 2011 Successor [Member]	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Dec. 31, 2010 Successor [Member] Cash Flow Hedging [Member]	Dec. 31, 2012 Successor [Member] Cash Flow Hedging [Member]	Dec. 31, 2011 Successor [Member] Cash Flow Hedging [Member]	Dec. 31, 2010 Predecessor [Member]	Sep. 30, 2010 Predecessor [Member]	Sep. 30, 2011 Predecessor [Member]	Dec. 31, 2012 Predecessor [Member]	Dec. 31, 2011 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Sep. 30, 2010 Predecessor [Member] Cash Flow Hedging [Member]	Jun. 30, 2010 Predecessor [Member] Cash Flow Hedging [Member]	Dec. 31, 2010 Interest Rate Swap And Cap Agreements [Member] Interest Rate Swap [Member]	Sep. 30, 2010 Interest Rate Swap And Cap Agreements [Member] Interest Rate Swap [Member]	Dec. 31, 2012 Interest Rate Swap And Cap Agreements [Member] Interest Rate Swap [Member]	Dec. 31, 2011 Interest Rate Swap And Cap Agreements [Member] Interest Rate Swap [Member]	Jun. 30, 2010 Interest Rate Swap And Cap Agreements [Member] Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) on Interest Rate Derivative Instruments Not Designated as Hedging Instruments	$ 200	$ 424		$ 362	$ 525	$ 1,060	$ 362	$ (1,701)			$ 12,042				$ 5,478	$ 13,248
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments						(535)		2,125							(383)	(1,206)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings																	(1,092)	(85)	(120)	1,090	394
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net			(464)	(66)	(50)					(8,218)				(36,761)
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net									$ (52)	$ (14,473)		$ 2,383	$ (2,902)	$ (80,067)

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Supplemental Disclosure for Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 31, 2012

Supplemental Disclosure for Accumulated Other Comprehensive Income [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Unrealized gains (losses) on cash flow hedges:
Balance at beginning of period	$	1,545		$	(261	)				$	(34,818	)	$	(62,509	)
Change in fair value associated with current period hedging activities, net of taxes of $(23), $646, $(170), $(3,001) and $(13,333), respectively	(43		)	(696		)	$	(294	)	(5,217		)	(23,428		)
Reclassification into earnings, net of taxes of $(876), $400, $19, $5,285 and $28,948, respectively	(1,507		)	2,502			33			9,188			51,119
Balance at end of period	(5		)	1,545			(261		)	(30,847		)	(34,818		)
Foreign currency translation adjustment:
Balance at beginning of period	(9,162		)	1,819						46,688			41,410
Translation gain (loss) net of taxes of $0, $0, $0, $743 and $2,952, respectively	5,913			(10,981		)	1,819			1,312			5,278
Balance at end of period	(3,249		)	(9,162		)	1,819			48,000			46,688
Total accumulated other comprehensive (loss) income	$	(3,254	)	$	(7,617	)	$	1,558		$	17,153		$	11,870

Supplemental Disclosure for Accumulated Other Comprehensive Income Parentheticals	Year Ended December 31, 2012		Year Ended December 31, 2011	Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Unrealized gains (losses) on cash flow hedges:
Tax Amount - change in fair value	(43	)	646	(170	)	(3,001	)	(13,333	)
Tax Amount - reclassification into earnings	(876	)	400	19		5,285		28,948
Foreign currency translation adjustment:
Tax Amount	—		—	—		743		2,952

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Credit Facilities Three Month Current Year Credit Facility Metrics (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Maximum Amount Outstanding in Canadian Dollars [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	$ 368,500,000	$ 184,600,000
Weighted Average Interest Rate [Member]
Credit Facilities Summary [Line Items]
Syndicated warehouse facility	0.0144	0.0156
Canada Lease Warehouse Facility	0.0270	0.0269
Average Amount Outstanding in Canadian Dollars [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	$ 296,900,000	$ 41,600,000

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Fair Value Of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financing Receivable, Net	$ 10,998,274	$ 9,162,492
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Restricted Cash - Derivative Collateral	4,200	35,500
Interest Rate Swap Agreements - Assets	133	2,004
Interest Rate Cap Agreements Purchased	386	4,548
Securitized Debt Obligation Liability	9,023,308	6,937,841
Senior Notes	1,500,000	500,000
Convertible Senior Notes		500
Interest Rate Swap Agreements - Liabilities	133	6,440
Interest Rate Cap Agreements - Sold	394	4,768
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	1,289,494	572,297
Financing Receivable, Net	10,998,274	9,162,492
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Restricted Cash - Derivative Collateral	24,774	59,136
Interest Rate Swap Agreements - Assets	133	2,004
Interest Rate Cap Agreements Purchased	386	4,548
Syndicated And Lease Warehouse Facilities	354,203	802,571
Medium Term Note Faciltiy and Wachovia Funding Facility		296,820
Securitization Notes Payable - Public Transactions	8,533,321	6,937,841
Securitization Notes Payable - Private Transactions	489,987
Senior Notes	1,500,000	500,000
Convertible Senior Notes		500
Interest Rate Swap Agreements - Liabilities	133	6,440
Interest Rate Cap Agreements - Sold	394	4,768
Portion at Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	1,289,494	572,297
Financing Receivable, Net	11,313,481	9,385,851
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Restricted Cash - Derivative Collateral	24,774	59,136
Interest Rate Swap Agreements - Assets	133	2,004
Interest Rate Cap Agreements Purchased	386	4,548
Syndicated And Lease Warehouse Facilities		802,571
Medium Term Note Faciltiy and Wachovia Funding Facility		296,542
Securitization Notes Payable - Public Transactions	8,669,106	6,945,865
Securitization Notes Payable - Private Transactions	502,332
Senior Notes	1,620,000	510,000
Convertible Senior Notes		500
Interest Rate Swap Agreements - Liabilities	133	6,440
Interest Rate Cap Agreements - Sold	394	4,768
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest Rate Cap Agreements Purchased	386	4,548
Interest Rate Cap Agreements - Sold	394	4,768
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest Rate Swap Agreements - Assets	133	2,004
Interest Rate Swap Agreements - Liabilities	$ 133	$ 6,440

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Finance Receivables Finance Receivables (Tables)

12 Months Ended

Dec. 31, 2011

Finance Receivables [abstract]

Finance receivables, net [Table Text Block]

Finance receivables consist of the following (in thousands):

	Successor
Consumer	December 31, 2012			December 31, 2011
Pre-acquisition consumer finance receivables - outstanding balance	$	2,161,863		$	4,366,075
Pre-acquisition consumer finance receivables - carrying value	$	1,958,204		$	4,027,361
Post-acquisition consumer finance receivables, net of fees	8,830,914			5,313,899
	10,789,118			9,341,260
Less: allowance for loan losses on post-acquisition consumer finance receivables	(344,740		)	(178,768		)
Total consumer finance receivables, net	10,444,378			9,162,492
Commercial
Commercial finance receivables, net of fees	559,999
Less: allowance for loan losses	(6,103		)
Total commercial finance receivables, net	553,896
Total finance receivables, net	$	10,998,274		$	9,162,492

Finance Receivables Summary [Table Text Block]

Consumer Finance Receivables

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Pre-acquisition consumer finance receivables, carrying value, beginning of period	$	4,027,361		$	7,299,963		$	8,230,743		$	8,733,518		$	10,927,969
Post-acquisition consumer finance receivables, net of fees, beginning of period	5,313,899			923,713
	9,341,260			8,223,676
Loans purchased	5,578,839			5,084,800			934,812			959,004			2,137,620
Charge-offs	(304,293		)	(66,080		)				(217,520		)	(1,249,298		)
Principal collections and other	(3,657,008		)	(3,418,088		)	(763,883		)	(799,427		)	(3,082,773		)
Change in carrying value adjustment on the pre-acquisition finance receivables	(169,680		)	(483,048		)	(177,996		)
Balance at end of period	$	10,789,118		$	9,341,260		$	8,223,676		$	8,675,575		$	8,733,518

Accretable Yield [Table Text Block]

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

	Successor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010
Balance at beginning of period	$	737,464		$	1,201,178		$	1,436,012
Accretion of accretable yield	(503,092		)	(724,650		)	(234,834		)
Transfer from non-accretable difference	169,634			260,936
Balance at end of period	$	404,006		$	737,464		$	1,201,178

Allowance for Credit Losses on Financing Receivables [Table Text Block]

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

	Successor								Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Balance at beginning of period	$	178,768		$	26,352				$	573,310		$	890,640
Provision for loan losses	297,589			178,372			$	26,352	74,618			388,058
Charge-offs	(304,293		)	(66,080		)			(217,520		)	(1,249,298		)
Recoveries	172,676			40,124					98,081			543,910
Balance at end of period	$	344,740		$	178,768		$	26,352	$	528,489		$	573,310

Financing Receivable Credit Quality Indicators [Table Text Block]

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

	Successor
	December 31, 2012				December 31, 2011
	Amount		Percent		Amount		Percent
FICO Score less than 540	$	3,010,927	27.4	%	$	2,133,361	22.0	%
FICO Score 540 to 599	5,013,812		45.6		4,166,988		43.1
FICO Score 600 to 659	2,513,153		22.9		2,623,882		27.1
FICO Score 660 and greater	454,885		4.1		755,743		7.8
Balance at end of period(a)	$	10,992,777	100.0	%	$	9,679,974	100.0	%

_________________ 

(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.

Past Due Financing Receivables [Table Text Block]

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):

	Successor
	December 31, 2012				December 31, 2011
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
Delinquent contracts:
31 to 60 days	$	672,580	6.1	%	$	517,083	5.3	%
Greater than 60 days	229,879		2.1		181,691		1.9
	902,459		8.2		698,774		7.2
In repossession	30,906		0.3		26,824		0.3
	$	933,365	8.5	%	$	725,598	7.5	%

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Parent Company Stock Based Compensation Restricted Stock Units (Tables)

12 Months Ended

Dec. 31, 2011

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

The following table summarizes information about RSUs granted to our employees and key executive officers under the parent company stock based compensation programs (RSUs in thousands):

	Successor
	Year Ended December 31, 2012
	Shares		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term
Outstanding at beginning of period	919		$	25.24	0.8
Granted	698		22.08
Forfeited or expired	(10	)	30.23
Settled	(189	)	27.84
Outstanding at end of period	1,418		$	23.17	0.8
RSUs unvested and expected to vest at December 31, 2012	511		$	24.40	2.1
RSUs vested and payable at December 31, 2012	884		$	22.44

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2012

Employee Benefit Plans [Abstract]

Compensation and Employee Benefit Plans [Text Block]

Employee Benefit Plans

We have a defined contribution retirement plan covering substantially all employees. We recognized $6.6 million, $4.7 million, $0.8 million, $1.0 million and $1.4 million in compensation expense for fiscal 2012 and 2011, the three months ended December 31, 2010, three months ended September 30, 2010, and for fiscal 2010, respectively. Contributions to the plan were made in cash.

Our predecessor also had an employee stock purchase plan that allowed participating employees to purchase, through payroll deductions, shares of our common stock at 85% of the market value at specified dates. A total of 8.0 million shares had been reserved for issuance under the plan. We recognized $1.1 million and $3.7 million in compensation expense for the three months ended September 30, 2010 and for fiscal 2010, respectively, related to this plan. As of June 30, 2010, unamortized compensation expense related to the employee stock purchase plan was $1.1 million. As a result of the Merger, this plan was terminated.

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Employee Benefit Plans (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Defined Benefit Plan Disclosure [Line Items]
Employee Benefits and Share-based Compensation	$ 0.8	$ 1.0	$ 6.6	$ 4.7	$ 1.4
Shares Reserved For Issuance Under Employee Stock Purchase Plan					8,000,000
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures		1.1			3.7
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized			$ 10.0		$ 1.1

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Fair Value Of Financial Instruments

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Fair Value Of Financial Instruments [Abstract]

Fair Value Of Financial Instruments

ASC 820, Fair Value Measurements, provides a framework for measuring fair value under U.S. 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.

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. 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):

	December 31, 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)	$	1,830,261					$	1,830,261
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	386			386
Interest rate swaps(iii)					$	133	133
Total assets	$	1,830,261	$	386	$	133	$	1,830,780
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps(iii)					$	133	$	133
Derivatives not designated as hedging instruments:
Interest rate caps(i)			$	394			394
Total liabilities	$		$	394	$	133	$	527

_________________ 

(a) Excludes cash in banks of $227.7 million.

	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 table below presents a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for fiscal 2012 and 2011, the three months ended December 31, 2010, the three months ended September 30, 2010 and fiscal 2010 (in thousands):

	Successor									Predecessor
	December 31, 2012			December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			June 30, 2010
Assets
Interest rate swap agreements
Balance at the beginning of period	$	2,004		$	23,058		$	27,364		$	26,194		$	24,267
Total realized and unrealized gains (losses)
Included in earnings	152			(1,676		)	1,194			5,417			12,595
Settlements	(2,023		)	(19,378		)	(5,500		)	(4,247		)	(10,668		)
Balance at the end of period	$	133		$	2,004		$	23,058		$	27,364		$	26,194
Investment in money market fund
Balance at the beginning of period													$	8,027
Total realized and unrealized gains (losses)
Included in earnings													2,020
Settlements													(10,047		)
Balance at the end of period	$			$			$			$			$
Liabilities - Interest rate swap agreements
Balance at the beginning of period	$	(6,440	)	$	(46,797	)	$	(60,895	)	$	(70,421	)	$	(131,885	)
Total realized and unrealized (losses) gains
Included in earnings	(120		)	1,090			(1,092		)	(85		)	394
Included in other comprehensive income	(66		)	(50		)	(464		)	(8,218		)	(36,761		)
Settlements	6,493			39,317			15,654			17,829			97,831
Balance at the end of period	$	(133	)	$	(6,440	)	$	(46,797	)	$	(60,895	)	$	(70,421	)

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):

			December 31, 2012				December 31, 2011
		Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a)	1	$	1,289,494	$	1,289,494	$	572,297	$	572,297
Finance receivables, net	(b)	3	10,998,274		11,313,481		9,162,492		9,385,851
Restricted cash – securitization notes payable	(a)	1	728,908		728,908		919,283		919,283
Restricted cash – credit facilities	(a)	1	14,808		14,808		136,556		136,556
Restricted cash – other	(a)	1	24,774		24,774		59,136		59,136
Interest rate swap agreements	(d)	3	133		133		2,004		2,004
Interest rate cap agreements purchased	(d)	2	386		386		4,548		4,548
Financial liabilities:
Syndicated and lease warehouse facilities	(c)	2	354,203		354,203		802,571		802,571
Medium term note facility and Wachovia funding facility	(d)	3					296,820		296,542
Securitization notes payable
Securitization notes payable	(d)	1	8,533,321		8,669,106		6,937,841		6,945,865
Private securitization 2012-PP1	(e)	3	489,987		502,332
Senior notes	(d)	2	1,500,000		1,620,000		500,000		510,000
Convertible senior notes	(d)	2					500		500
Interest rate swap agreements	(d)	3	133		133		6,440		6,440
Interest rate cap agreements sold	(d)	2	394		394		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 or less.

(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.

(e) 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 inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

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 used 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.

Fair Value, by Balance Sheet Grouping [Table Text Block]

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

			December 31, 2012				December 31, 2011
		Level	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a)	1	$	1,289,494	$	1,289,494	$	572,297	$	572,297
Finance receivables, net	(b)	3	10,998,274		11,313,481		9,162,492		9,385,851
Restricted cash – securitization notes payable	(a)	1	728,908		728,908		919,283		919,283
Restricted cash – credit facilities	(a)	1	14,808		14,808		136,556		136,556
Restricted cash – other	(a)	1	24,774		24,774		59,136		59,136
Interest rate swap agreements	(d)	3	133		133		2,004		2,004
Interest rate cap agreements purchased	(d)	2	386		386		4,548		4,548
Financial liabilities:
Syndicated and lease warehouse facilities	(c)	2	354,203		354,203		802,571		802,571
Medium term note facility and Wachovia funding facility	(d)	3					296,820		296,542
Securitization notes payable
Securitization notes payable	(d)	1	8,533,321		8,669,106		6,937,841		6,945,865
Private securitization 2012-PP1	(e)	3	489,987		502,332
Senior notes	(d)	2	1,500,000		1,620,000		500,000		510,000
Convertible senior notes	(d)	2					500		500
Interest rate swap agreements	(d)	3	133		133		6,440		6,440
Interest rate cap agreements sold	(d)	2	394		394		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 or less.

(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.

(e) 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 inputs), which are then applied to the debt classes in order to estimate fair value which would approximate market value.

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Credit Facilities Prior Year to Date Credit Faciltiy Metrics (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Credit Facilities Summary [Line Items]
GM Facility Borrowings and Repayments		$ 200,000,000
Unamortized Debt Issuance Expense	4,500,000	6,600,000
Average Amount Outstanding in Canadian Dollars [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	296,900,000	41,600,000
Weighted Average Interest Rate [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	0.0270	0.0269
Syndicated warehouse facility	0.0144	0.0156
U.S. Lease Warehouse Facility		0.0160
Average Amount Outstanding [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	298,212,000	40,849,000
Syndicated warehouse facility	80,727,000	296,576,000
U.S. Lease Warehouse Facility		24,027,000
Maximum Amount Outstanding [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	370,076,000	181,314,000
Syndicated warehouse facility	621,257,000	826,859,000
U.S. Lease Warehouse Facility		182,749,000
Maximum Amount Outstanding in Canadian Dollars [Member]
Credit Facilities Summary [Line Items]
Canada Lease Warehouse Facility	$ 368,500,000	$ 184,600,000

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Commitments And Contingencies Lease Expense Summary (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Schedule of Rent Expense [Table Text Block]

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

	Successor						Predecessor
	For the Year Ended December 31, 2012		For the Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010		For the Year Ended June 30, 2010
Lease expense	$	12,639	$	11,943	$	2,710	$	2,788	$	12,948

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Fair Values Of Assets And Liabilities Level 3 Rollforward (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Jun. 30, 2009
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest Rate Swap Agreements - Assets			$ 133	$ 2,004
Interest Rate Swap Agreements - Liabilities			133	6,440
Investment in Money Market Fund						8,027
Included in Earnings - Investment in Money Market Fund					2,020
Settlements - Investment in Money Market Fund					(10,047)
Interest Rate Swap [Member] | Interest Rate Swap And Cap Agreements [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements	15,654	17,829	6,493	39,317	97,831
Interest Rate Swap Agreements - Liabilities	(46,797)	(60,895)	(133)	(6,440)	(70,421)	(131,885)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings	(1,092)	(85)	(120)	1,090	394
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Other Comprehensive Income (Loss)	(464)	(8,218)	(66)	(50)	(36,761)
Interest Rate Swap [Member] | Other Assets [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements	(5,500)	(4,247)	(2,023)	(19,378)	(10,668)
Interest Rate Swap Agreements - Assets	23,058	27,364	133	2,004	26,194	24,267
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings	$ 1,194	$ 5,417	$ 152	$ (1,676)	$ 12,595

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Leased Vehicles (Tables)

12 Months Ended

Dec. 31, 2011

LEASED VEHICLES, net [Abstract]

Leased Vehicles, Net [Table Text Block]

Leased vehicles consist of the following (in thousands):

	Successor
	December 31, 2012			December 31, 2011
Leased vehicles	$	2,282,880		$	1,012,637
Manufacturer incentives	(307,256		)	(125,681		)
	1,975,624			886,956
Less: accumulated depreciation	(272,753		)	(77,303		)
Less: purchase accounting discount	(4		)	(162		)
	$	1,702,867		$	809,491

Leased Vehicles Summary [Table Text Block]

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

	Successor									Predecessor
	For the Year Ended December 31, 2012			For the Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			For the Year Ended June 30, 2010
Balance at beginning of period	$	886,956		$	51,515		$	54,730		$	190,300		$	239,646
Leased vehicles purchased	1,342,818			1,000,200			11,371
Leased vehicles returned - end of term	(76,052		)	(28,723		)	(14,041		)	(75,986		)	(45,040		)
Leased vehicles returned - default	(7,492		)	(1,139		)	(545		)	(850		)	(4,306		)
Manufacturer incentives	(180,462		)	(126,520		)
Foreign currency translation adjustment	9,856			(8,377		)
Balance at end of period	$	1,975,624		$	886,956		$	51,515		$	113,464		$	190,300

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Commitments And Contingencies Summary of Lease Expense (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Minimum Lease Payments [Line Items]
Operating Leases, Rent Expense	$ 2,710	$ 2,788	$ 12,639	$ 11,943	$ 12,948

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Consoldidated Statements of Shareholder's Equity (Parentheticals) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended											3 Months Ended	12 Months Ended		3 Months Ended	12 Months Ended									3 Months Ended	12 Months Ended
	Sep. 30, 2010 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]	Jun. 30, 2009 Predecessor [Member]	Sep. 30, 2010 Predecessor [Member] Common Stock [Member]	Jun. 30, 2010 Predecessor [Member] Common Stock [Member]	Jun. 30, 2009 Predecessor [Member] Common Stock [Member]	Sep. 30, 2010 Predecessor [Member] Additional Paid-in Capital [Member]	Jun. 30, 2010 Predecessor [Member] Additional Paid-in Capital [Member]	Jun. 30, 2009 Predecessor [Member] Additional Paid-in Capital [Member]	Sep. 30, 2010 Predecessor [Member] Accumulated Other Comprehensive Income (Loss) [Member]	Jun. 30, 2010 Predecessor [Member] Accumulated Other Comprehensive Income (Loss) [Member]	Jun. 30, 2009 Predecessor [Member] Accumulated Other Comprehensive Income (Loss) [Member]	Sep. 30, 2010 Predecessor [Member] Retained Earnings [Member]	Jun. 30, 2010 Predecessor [Member] Retained Earnings [Member]	Jun. 30, 2009 Predecessor [Member] Retained Earnings [Member]	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Sep. 30, 2010 Successor [Member]	Dec. 31, 2011 Successor [Member] Additional Paid-in Capital [Member]	Dec. 31, 2010 Successor [Member] Additional Paid-in Capital [Member]	Sep. 30, 2010 Successor [Member] Additional Paid-in Capital [Member]	Dec. 31, 2012 Successor [Member] Accumulated Other Comprehensive Income (Loss) [Member]	Dec. 31, 2011 Successor [Member] Accumulated Other Comprehensive Income (Loss) [Member]	Dec. 31, 2010 Successor [Member] Accumulated Other Comprehensive Income (Loss) [Member]	Dec. 31, 2010 Successor [Member] Retained Earnings [Member]	Dec. 31, 2012 Successor [Member] Retained Earnings [Member]	Dec. 31, 2011 Successor [Member] Retained Earnings [Member]
Other Comprehensive Income (Loss), Tax	$ (3,027)															$ 151
Common Stock, Shares, Outstanding	137,751,364	136,856,360	134,977,812													500	500	500	500
Common Stock Issued On Exercise Of Warrants Shares	438,112
Stock Issued During Period, Shares, Employee Stock Purchase Plans	439,580	1,041,137
Stock Issued During Period, Value, Stock Options Exercised		8
Stock Issued During Period Value Warrants Exercised	4
Stock Issued During Period, Value, Employee Benefit Plans	5	11
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Stock Options	282	11,597
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation	3,395	9,434
Adjustments to Additional Paid in Capital, Share-based Compensation and Exercise of Warrants	(4)
Adjustments to Additional Paid in Capital, Share-based Compensation and Employee Benefit Plans	1,851	4,020
Employee Service Share-based Compensation, Cash Flow Effect, Cash Used to Settle Awards	(16,062)
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition	5,019	15,115															3,716	17,106
Amortization Of Warrant Costs		1,968
True up of payments under tax-sharing agreement and separate return basis																	(285)	(528)
Stockholders' Equity Attributable to Parent	2,450,621			1,378	1,369	1,350	321,576	327,095	284,961	17,153	11,870	(21,099)	2,150,480	2,099,005	1,878,459	3,530,108				3,470,495	3,453,917	3,453,917	(3,254)	(7,617)	1,558	74,633	923,286	460,160
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	5,283	32,969														1,558	4,363	(9,175)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Net	175
Net Income (Loss) Attributable to Parent	51,300	220,546											51,300	220,546		74,633										74,633	463,126	385,527
Treasury Stock, Shares	1,955,736	1,916,510	1,806,446
Stock Issued During Period, Shares, Treasury Stock Reissued	39,226	110,064
Treasury Stock, Value	(39,966)	(38,915)	(36,363)
Stock Issued During Period, Value, Treasury Stock Reissued	$ (1,051)	$ (2,552)

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Securitizations Securitizations (Narrative) (Details) (USD $) In Billions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Securtizations [Line Items]
Finance Receivables Transferred to Special Purpose Entities	$ 9.9	$ 7.9

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Finance Receivables

12 Months Ended

Dec. 31, 2011

Finance Receivables [abstract]

Financing Receivables [Text Block]

Finance Receivables

Finance receivables consist of the following (in thousands):

	Successor
Consumer	December 31, 2012			December 31, 2011
Pre-acquisition consumer finance receivables - outstanding balance	$	2,161,863		$	4,366,075
Pre-acquisition consumer finance receivables - carrying value	$	1,958,204		$	4,027,361
Post-acquisition consumer finance receivables, net of fees	8,830,914			5,313,899
	10,789,118			9,341,260
Less: allowance for loan losses on post-acquisition consumer finance receivables	(344,740		)	(178,768		)
Total consumer finance receivables, net	10,444,378			9,162,492
Commercial
Commercial finance receivables, net of fees	559,999
Less: allowance for loan losses	(6,103		)
Total commercial finance receivables, net	553,896
Total finance receivables, net	$	10,998,274		$	9,162,492

Consumer Finance Receivables

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

	Successor									Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Pre-acquisition consumer finance receivables, carrying value, beginning of period	$	4,027,361		$	7,299,963		$	8,230,743		$	8,733,518		$	10,927,969
Post-acquisition consumer finance receivables, net of fees, beginning of period	5,313,899			923,713
	9,341,260			8,223,676
Loans purchased	5,578,839			5,084,800			934,812			959,004			2,137,620
Charge-offs	(304,293		)	(66,080		)				(217,520		)	(1,249,298		)
Principal collections and other	(3,657,008		)	(3,418,088		)	(763,883		)	(799,427		)	(3,082,773		)
Change in carrying value adjustment on the pre-acquisition finance receivables	(169,680		)	(483,048		)	(177,996		)
Balance at end of period	$	10,789,118		$	9,341,260		$	8,223,676		$	8,675,575		$	8,733,518

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

The accrual of finance charge income has been suspended on $503.2 million, and $439.4 million of consumer finance receivables (based on contractual amount due) as of December 31, 2012, and 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 fiscal years 2012 and 2011, 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 and $260.9 million, respectively, we transferred this excess from the non-accretable difference 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):

	Successor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010
Balance at beginning of period	$	737,464		$	1,201,178		$	1,436,012
Accretion of accretable yield	(503,092		)	(724,650		)	(234,834		)
Transfer from non-accretable difference	169,634			260,936
Balance at end of period	$	404,006		$	737,464		$	1,201,178

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

	Successor								Predecessor
	Year Ended December 31, 2012			Year Ended December 31, 2011			Period From October 1, 2010 Through December 31, 2010		Period From July 1, 2010 Through September 30, 2010			Year Ended June 30, 2010
Balance at beginning of period	$	178,768		$	26,352				$	573,310		$	890,640
Provision for loan losses	297,589			178,372			$	26,352	74,618			388,058
Charge-offs	(304,293		)	(66,080		)			(217,520		)	(1,249,298		)
Recoveries	172,676			40,124					98,081			543,910
Balance at end of period	$	344,740		$	178,768		$	26,352	$	528,489		$	573,310

Credit Risk

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

	Successor
	December 31, 2012				December 31, 2011
	Amount		Percent		Amount		Percent
FICO Score less than 540	$	3,010,927	27.4	%	$	2,133,361	22.0	%
FICO Score 540 to 599	5,013,812		45.6		4,166,988		43.1
FICO Score 600 to 659	2,513,153		22.9		2,623,882		27.1
FICO Score 660 and greater	454,885		4.1		755,743		7.8
Balance at end of period(a)	$	10,992,777	100.0	%	$	9,679,974	100.0	%

_________________ 

(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):

	Successor
	December 31, 2012				December 31, 2011
	Amount		Percent of Contractual Amount Due		Amount		Percent of Contractual Amount Due
Delinquent contracts:
31 to 60 days	$	672,580	6.1	%	$	517,083	5.3	%
Greater than 60 days	229,879		2.1		181,691		1.9
	902,459		8.2		698,774		7.2
In repossession	30,906		0.3		26,824		0.3
	$	933,365	8.5	%	$	725,598	7.5	%

Impaired Consumer Finance Receivables - Troubled Debt Restructurings

Consumer finance 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 December 31, 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.

The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance as of December 31, 2012 is shown below (in thousands):

	Successor
	December 31, 2012
Outstanding recorded investment	$	228,320
Less: allowance for loan losses	(32,575		)
Outstanding recorded investment, net of allowance	$	195,745
Unpaid principal balance	$	231,844

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

Finance charge income from loans classified 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):

	Successor
	Year Ended December 31, 2012
Average recorded investment	$	101,574
Finance charge income recognized	11,081

The following table provides information on loans at the time they became classified as TDRs (dollars in thousands):

	Successor
	Year Ended December 31, 2012
	Number of Accounts	Amount
Recorded investment	12,882	$	242,521

A redefault is when an account meets the requirements for evaluation under our charge-off policy (see Note 1 - "Summary of Significant Accounting Policies" 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 TDR (in thousands):

	Successor
	Year Ended December 31, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	3,742

Commercial Finance Receivables

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

	Successor
	Year Ended December 31, 2012
Loans funded	$	1,227,287
Principal collections and other	(667,288		)
Balance at end of period	$	559,999

There were no commercial receivables on non-accrual status as of December 31, 2012.

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

	Successor
	Year Ended December 31, 2012
Provision for loan losses	$	6,103
Balance at end of period	$	6,103

Credit Risk

We extend wholesale credit to dealers primarily in the form of approved lines of credit to purchase new GM vehicles as well as used vehicles.  Each commercial lending request is evaluated, taking into consideration the borrower's financial condition and the underlying collateral for the loan.

We use a proprietary model to assign each dealer a risk rating.  This model uses historical performance data to identify key factors about a dealer that we consider significant in predicting a dealer's ability to meet its financial obligations.  We also consider numerous other financial and qualitative factors including capitalization and leverage, liquidity and cash flow, profitability and credit history. 

We regularly review our model to confirm the continued business significance and statistical predictability of the factors and update the model to incorporate new factors or other information that improves its statistical predictability.  In addition, we verify the existence of the assets collateralizing the receivables by physical audits of vehicle inventories, which are performed with increased frequency for higher risk (i.e., Group III and Group IV) dealers.  We perform a credit review of each dealer at least annually and adjust the dealer's risk rating, if necessary.

Dealers are assigned to five groups according to their risk rating as follows:

•Group I - Dealers with strong to superior financial metrics

•Group II - Dealers with fair to favorable financial metrics

•Group III - Dealers with marginal to weak financial metrics

•Group IV - Dealers with poor financial metrics

•Group V - Dealers with loans classified as uncollectible

For Group V dealers, we suspend their credit lines and no further funding is extended to these dealers. 

Performance of our commercial finance receivables is evaluated based on our internal dealer risk rating analysis, as payment for wholesale receivables is generally not required until the dealer has sold the vehicle inventory.  Wholesale and dealer loan receivables with the same dealer customer share the same risk rating.

A summary of the credit risk profile by dealer grouping of the commercial finance receivables is as follows (in thousands):

	Successor
	December 31, 2012
Group I	$	98,417
Group II	278,403
Group III	171,008
Group IV	12,171
Group V
	$	559,999

Delinquency

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due.

At December 31, 2012, all commercial receivables were current with respect to payment status.

Impaired Commercial 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 December 31, 2012, there were no outstanding commercial receivables classified as TDRs.

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Income Taxes Income Taxes Accrued Interest and Penalties (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Accrued Interest and Penalties [Abstract]

Income Tax Accrued Interest and Penalties [Table Text Block]

	Successor							Predecessor
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period From October 1, 2010 Through December 31, 2010			Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Accrued Interest
Balance at beginning of period	$	21,379	$	18,947	$	16,030		$	12,097	$	10,312
Changes	3,244		2,432		2,917			966		1,785
Balance at end of period	$	24,623	$	21,379	$	18,947		$	13,063	$	12,097
Accrued Penalties
Balance at beginning of period	$	9,965	$	9,063	$	9,102		$	8,474	$	7,887
Changes	2,014		902		(39		)	199		587
Balance at end of period	$	11,979	$	9,965	$	9,063		$	8,673	$	8,474

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Finance Receivables Commercial Loan Allowance (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Commercial Loan Allowance [Line Items]
Commercial Loan Provision	$ 6,103
Loans and Leases Receivable, Commercial, Allowance	$ 6,103

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Commitments And Contingencies (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Loss Contingencies [Line Items]
Debt Instrument, Face Amount	$ 1,500.0	$ 500.0

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Summary Of Significant Accounting Policies Fair Value Option Pricing Assumptions (Details) (Predecessor [Member])	12 Months Ended
	Jun. 30, 2010 Rate
Predecessor [Member]
Fair Value Option Pricing Model Assumptions [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	1 year 4 months 10 days

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Quarterly Financial Data

12 Months Ended

Dec. 31, 2012

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

Quarterly Financial Data (unaudited)

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

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Year Ended December 31, 2012 - Successor
Total revenue	$	431,403	$	486,511	$	514,517	$	528,104
Income before income taxes	181,242		216,731		200,649		145,594
Net income	112,279		136,295		123,948		90,604
Year Ended December 31, 2011 - Successor
Total revenue	$	295,167	$	329,885	$	390,681	$	394,255
Income before income taxes	130,236		144,021		177,446		170,115
Net income	77,238		95,818		108,807		103,664

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Income Taxes Income Tax Provision (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended			3 Months Ended	12 Months Ended		3 Months Ended			12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Dec. 31, 2010 Successor [Member]	Dec. 31, 2012 Successor [Member]	Dec. 31, 2011 Successor [Member]	Sep. 30, 2010 Predecessor [Member]	Dec. 31, 2009 Predecessor [Member]	Sep. 30, 2009 Predecessor [Member]	Jun. 30, 2010 Predecessor [Member]
Income Tax Provision [Line Items]
Current Federal Tax Expense (Benefit)						$ 20,111	$ 255,006	$ 156,247	$ 38,307			$ 150,519
Current State and Local Tax Expense (Benefit)						19,673	22,890	28,266	764			8,510
Current Foreign Tax Expense (Benefit)						(6,518)	568	1,542	(187)			(1,569)
Current Income Tax Expense (Benefit)						33,266	278,464	186,055	38,884			157,460
Deferred Federal Income Tax Expense (Benefit)						30,522	(4,561)	51,317	(2,230)			(28,589)
Deferred State and Local Income Tax Expense (Benefit)						(14,986)	5,191	(1,544)	2,609			4,938
Deferred Foreign Income Tax Expense (Benefit)						5,831	1,996	463	73			(916)
Deferred Income Tax Expense (Benefit)	21,367	452	2,626	50,236	(24,567)	21,367	2,626	50,236	452			(24,567)
Income Tax Expense (Benefit)	$ 54,633	$ 39,336	$ 281,090	$ 236,291	$ 132,893	$ 54,633	$ 281,090	$ 236,291	$ 39,336	$ 26,186	$ 20,489	$ 132,893

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Fair Value Of Financial Instruments Fair Value Table (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financing Receivable, Net	$ 10,998,274	$ 9,162,492
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Restricted Cash - Derivative Collateral	4,200	35,500
Interest Rate Swap Agreements - Assets	133	2,004
Interest Rate Cap Agreements Purchased	386	4,548
Securitized Debt Obligation Liability	9,023,308	6,937,841
Senior Notes	1,500,000	500,000
Convertible Senior Notes		500
Interest Rate Swap Agreements - Liabilities	133	6,440
Interest Rate Cap Agreements - Sold	394	4,768
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	1,289,494	572,297
Financing Receivable, Net	10,998,274	9,162,492
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Restricted Cash - Derivative Collateral	24,774	59,136
Interest Rate Swap Agreements - Assets	133	2,004
Interest Rate Cap Agreements Purchased	386	4,548
Syndicated And Lease Warehouse Facilities	354,203	802,571
Medium Term Note Faciltiy and Wachovia Funding Facility		296,820
Securitization Notes Payable - Public Transactions	8,533,321	6,937,841
Securitization Notes Payable - Private Transactions	489,987
Senior Notes	1,500,000	500,000
Convertible Senior Notes		500
Interest Rate Swap Agreements - Liabilities	133	6,440
Interest Rate Cap Agreements - Sold	394	4,768
Portion at Fair Value, Fair Value Disclosure [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	1,289,494	572,297
Financing Receivable, Net	11,313,481	9,385,851
Restricted Cash and Investments	728,908	919,283
Restricted Cash and Cash Equivalents	14,808	136,556
Restricted Cash - Derivative Collateral	24,774	59,136
Interest Rate Swap Agreements - Assets	133	2,004
Interest Rate Cap Agreements Purchased	386	4,548
Syndicated And Lease Warehouse Facilities		802,571
Medium Term Note Faciltiy and Wachovia Funding Facility		296,542
Securitization Notes Payable - Public Transactions	8,669,106	6,945,865
Securitization Notes Payable - Private Transactions	502,332
Senior Notes	1,620,000	510,000
Convertible Senior Notes		500
Interest Rate Swap Agreements - Liabilities	133	6,440
Interest Rate Cap Agreements - Sold	394	4,768
Fair Value, Inputs, Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest Rate Cap Agreements Purchased	386	4,548
Interest Rate Cap Agreements - Sold	394	4,768
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest Rate Swap Agreements - Assets	133	2,004
Interest Rate Swap Agreements - Liabilities	$ 133	$ 6,440

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Supplemental Cash Flow Information (Details) (USD $)	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010
Supplemental Cash Flow Information [Line Items]
Intercompany Subvention Receivable			$ 20,800,000	$ 37,400,000
Interest Paid	66,399,000	90,490,000	298,432,000	283,616,000	446,699,000
Income Taxes Paid	16,974,000	28,904,000	12,083,000	4,892,000	190,825,000
Proceeds from Income Tax Refunds					$ 280,000,000

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Finance Receivables Finance Receivables, net (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2012	Dec. 31, 2011	Jun. 30, 2010	Jun. 30, 2009
Finance Receivables, net [Line Items]
Financing Receivable, Net			$ 10,998,274	$ 9,162,492
Commercial Loan [Member]
Finance Receivables, net [Line Items]
Financing Receivable, Gross			559,999
Allowance for Notes, Loans and Financing Receivable			(6,103)
Financing Receivable, Net			553,896
Finance Receivables Purchased			1,227,287
Principal Collection and Recoveries on Receivables			(667,288)
Consumer Loans Auto Financing Receivable [Member]
Finance Receivables, net [Line Items]
Pre-Acquisition Finance Receivables Outstanding Balance			2,161,863	4,366,075
Pre-Acquisition Finance Receivables, Carrying Value	7,299,963	8,230,743	1,958,204	4,027,361	8,733,518	10,927,969
Post-Acquisition Finance Receivables, Carrying Value	923,713		8,830,914	5,313,899
Financing Receivable, Gross	8,223,676	8,675,575	10,789,118	9,341,260	8,733,518
Allowance for Notes, Loans and Financing Receivable			(344,740)	(178,768)
Financing Receivable, Net			10,444,378	9,162,492
Finance Receivables Purchased	934,812	959,004	5,578,839	5,084,800	2,137,620
Principal Collection and Recoveries on Receivables	$ (763,883)	$ (799,427)	$ (3,657,008)	$ (3,418,088)	$ (3,082,773)

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Finance Receivables Troubled Debt Restructurings - Subsequent Default (Tables)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Troubled Debt Restructurings - Subsequent Default [Abstract]

Troubled Debt Restructurings on Financing Receivables [Table Text Block]

A redefault is when an account meets the requirements for evaluation under our charge-off policy (see Note 1 - "Summary of Significant Accounting Policies" 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 TDR (in thousands):

	Successor
	Year Ended December 31, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	3,742

Impaired Consumer Finance Receivables - Troubled Debt Restructurings

Consumer finance 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 December 31, 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.

The outstanding recorded investment for consumer finance receivables that are considered to be TDRs and the related allowance as of December 31, 2012 is shown below (in thousands):

	Successor
	December 31, 2012
Outstanding recorded investment	$	228,320
Less: allowance for loan losses	(32,575		)
Outstanding recorded investment, net of allowance	$	195,745
Unpaid principal balance	$	231,844

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

Finance charge income from loans classified 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):

	Successor
	Year Ended December 31, 2012
Average recorded investment	$	101,574
Finance charge income recognized	11,081

The following table provides information on loans at the time they became classified as TDRs (dollars in thousands):

	Successor
	Year Ended December 31, 2012
	Number of Accounts	Amount
Recorded investment	12,882	$	242,521

A redefault is when an account meets the requirements for evaluation under our charge-off policy (see Note 1 - "Summary of Significant Accounting Policies" 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 TDR (in thousands):

	Successor
	Year Ended December 31, 2012
Net recorded investment charged-off on TDRs that subsequently defaulted	$	3,742

Commercial Finance Receivables

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

	Successor
	Year Ended December 31, 2012
Loans funded	$	1,227,287
Principal collections and other	(667,288		)
Balance at end of period	$	559,999

There were no commercial receivables on non-accrual status as of December 31, 2012.

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

	Successor
	Year Ended December 31, 2012
Provision for loan losses	$	6,103
Balance at end of period	$	6,103

Credit Risk

We extend wholesale credit to dealers primarily in the form of approved lines of credit to purchase new GM vehicles as well as used vehicles.  Each commercial lending request is evaluated, taking into consideration the borrower's financial condition and the underlying collateral for the loan.

We use a proprietary model to assign each dealer a risk rating.  This model uses historical performance data to identify key factors about a dealer that we consider significant in predicting a dealer's ability to meet its financial obligations.  We also consider numerous other financial and qualitative factors including capitalization and leverage, liquidity and cash flow, profitability and credit history. 

We regularly review our model to confirm the continued business significance and statistical predictability of the factors and update the model to incorporate new factors or other information that improves its statistical predictability.  In addition, we verify the existence of the assets collateralizing the receivables by physical audits of vehicle inventories, which are performed with increased frequency for higher risk (i.e., Group III and Group IV) dealers.  We perform a credit review of each dealer at least annually and adjust the dealer's risk rating, if necessary.

Dealers are assigned to five groups according to their risk rating as follows:

•Group I - Dealers with strong to superior financial metrics

•Group II - Dealers with fair to favorable financial metrics

•Group III - Dealers with marginal to weak financial metrics

•Group IV - Dealers with poor financial metrics

•Group V - Dealers with loans classified as uncollectible

For Group V dealers, we suspend their credit lines and no further funding is extended to these dealers. 

Performance of our commercial finance receivables is evaluated based on our internal dealer risk rating analysis, as payment for wholesale receivables is generally not required until the dealer has sold the vehicle inventory.  Wholesale and dealer loan receivables with the same dealer customer share the same risk rating.

A summary of the credit risk profile by dealer grouping of the commercial finance receivables is as follows (in thousands):

	Successor
	December 31, 2012
Group I	$	98,417
Group II	278,403
Group III	171,008
Group IV	12,171
Group V
	$	559,999

Delinquency

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due.

At December 31, 2012, all commercial receivables were current with respect to payment status.

Impaired Commercial 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 December 31, 2012, there were no outstanding commercial receivables classified as TDRs.

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Stock Based Compensation

12 Months Ended

Dec. 31, 2012

Stock Based Compensation [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

Parent Company Stock Based Compensation

Our parent company has certain stock based compensation plans for employees and key executive officers. Restricted Stock Units ("RSUs") awards granted under these plans are valued at the grant date fair value of GM common stock.

Long-Term Incentive Plan

The RSUs granted vest ratably over a three-year service period, as defined in the terms for each award. We have elected to record compensation expense for these RSUs on a straight-line basis over the entire vesting period.

Salary Stock

In the fiscal 2012 and 2011 a portion of each participant's salary was accrued on each salary payment date and converted to RSUs on a quarterly basis. The awards are fully vested and nonforfeitable upon grant, therefore compensation cost is recognized on the date of grant. In March 2012 the plan was amended to provide for cash settlement of awards. As a result these awards will now settle in cash and we reclassified $14.7 million from additional paid-in capital to accounts payable and accrued expenses and operating expenses. The liability for these awards is remeasured to fair value at the end of each reporting period. Prior to this amendment it was GM's policy to issue new shares upon settlement of these awards.

The following table summarizes information about RSUs granted to our employees and key executive officers under the parent company stock based compensation programs (RSUs in thousands):

	Successor
	Year Ended December 31, 2012
	Shares		Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term
Outstanding at beginning of period	919		$	25.24	0.8
Granted	698		22.08
Forfeited or expired	(10	)	30.23
Settled	(189	)	27.84
Outstanding at end of period	1,418		$	23.17	0.8
RSUs unvested and expected to vest at December 31, 2012	511		$	24.40	2.1
RSUs vested and payable at December 31, 2012	884		$	22.44

For fiscal 2012 and 2011, we recorded total stock based compensation expense of $16.5 million ($10.2 million net of tax) and $17.1 million ($10.6 million net of tax), respectively.

As of December 31, 2012, unamortized compensation expense related to the RSUs was $10.0 million.

The total fair value of RSU's vested in fiscal 2012 and 2011 was $9.4 million and $15.7 million, respectively.

In fiscal 2012, total payments for 111,000 RSU's settled in cash under stock incentive plans were $2.5 million.

Stock Based Compensation – Predecessor

General

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

Stock Options

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

Employee Plans

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010				Year Ended June 30, 2010
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of period	1,324		$	20.75	2,106		$	18.02
Granted					42		20.96
Exercised	(17	)	13.59		(757	)	13.44
Canceled/forfeited	(30	)	23.47		(67	)	17.56
Outstanding at end of period	1,277		$	20.75	1,324		$	20.75
Options exercisable at end of period					1,033		$	23.81
Weighted average fair value of options granted during period							$	10.79

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

Non-Employee Director Plans

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

	Predecessor
	Year Ended June 30,
	2010
	Shares		Weighted Average Exercise Price
Outstanding at beginning of year	80		$	17.81
Exercised	(80	)	17.81
Outstanding and exercisable at end of year			$

Cash received from exercise of options for fiscal 2010 was $1.4 million. The total intrinsic value of options exercised during fiscal 2010 was $0.03 million.

Restricted Stock Based Grants

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

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

	Predecessor
	Period From July 1, 2010 Through September 30, 2010		Year Ended June 30, 2010
Nonvested at beginning of period	1,810		2,253
Granted			415
Vested	(1,051	)	(555	)
Forfeited	(165	)	(303	)
Nonvested at end of period	594		1,810

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Derivative Financial Instruments And Hedging Activities (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Fair Value Hedge Assets	$ 133	$ 2,004
Fair Value Hedge Liabilities	133	6,440
Interest Rate Cap [Member]
Derivatives, Fair Value [Line Items]
Fair Value Hedge Assets	386	4,548
Fair Value Hedge Liabilities	394	4,768
Derivative Financial Instruments, Assets [Member]
Derivatives, Fair Value [Line Items]
Notional Amount of Interest Rate Derivatives	775,109	2,022,354
Fair Value Hedge Assets	519	6,552
Derivative Financial Instruments, Liabilities [Member]
Derivatives, Fair Value [Line Items]
Notional Amount of Interest Rate Derivatives	775,109	1,980,417
Fair Value Hedge Liabilities	527	11,208
Other Assets [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Notional Amount of Interest Rate Derivatives	24,126	509,561
Other Assets [Member] | Interest Rate Cap [Member]
Derivatives, Fair Value [Line Items]
Notional Amount of Interest Rate Derivatives	750,983	1,512,793
Interest Rate Swap And Cap Agreements [Member] | Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Notional Amount of Interest Rate Derivatives	24,126	509,561
Interest Rate Swap And Cap Agreements [Member] | Interest Rate Cap [Member]
Derivatives, Fair Value [Line Items]
Notional Amount of Interest Rate Derivatives	$ 750,983	$ 1,470,856