UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2011

OR

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

For the transition period from             to             

Commission file number 1-10667

General Motors Financial Company, Inc.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 105 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

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

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

As of August 5, 2011, there were 500 shares of the registrant’s common stock, par value $0.01 per share, outstanding. All of the registrant’s common stock is owned by General Motors Holdings, LLC.

GENERAL MOTORS FINANCIAL COMPANY, INC.

INDEX TO FORM 10-Q

			Page
Part I. FINANCIAL INFORMATION
	Item 1.	CONDENSED FINANCIAL STATEMENTS (UNAUDITED)		3
		Consolidated Balance Sheets – June 30, 2011 and December 31, 2010		3
		Consolidated Statements of Income and Comprehensive Income – Three and Six Months Ended June 30, 2011 (Successor) and 2010 (Predecessor)		4
		Consolidated Statements of Cash Flows – Six Months Ended June 30, 2011 (Successor) and 2010 (Predecessor)		5
		Notes to Consolidated Financial Statements		6
	Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		38
	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		64
	Item 4.	CONTROLS AND PROCEDURES		64
Part II. OTHER INFORMATION
	Item 1.	LEGAL PROCEEDINGS		65
	Item 1A.	RISK FACTORS		65
	Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		66
	Item 3.	DEFAULTS UPON SENIOR SECURITIES		67
	Item 4.	REMOVED AND RESERVED		67
	Item 5.	OTHER INFORMATION		67
	Item 6.	EXHIBITS		67
SIGNATURE				68

2

Part I.     FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited, Dollars in Thousands)

	Successor
	June 30, 2011		December 31, 2010
Assets
Cash and cash equivalents	$	525,728	$	194,554
Finance receivables, net		8,587,015		8,197,324
Restricted cash – securitization notes payable		937,162		926,082
Restricted cash – credit facilities		109,386		131,438
Property and equipment, net		46,810		47,290
Leased vehicles, net		439,430		46,780
Deferred income taxes		119,975		157,884
Goodwill		1,108,696		1,094,923
Intercompany subvention receivable		25,404		8,149
Other assets		185,567		114,314
Total assets	$	12,085,173	$	10,918,738
Liabilities and Shareholder’s Equity
Liabilities:
Credit facilities	$	422,756	$	831,802
Securitization notes payable		6,880,681		6,128,217
Senior notes		569,870		70,054
Convertible senior notes		1,447		1,446
Accounts payable and accrued expenses		203,361		97,169
Taxes payable		75,203		160,712
Intercompany taxes payable		186,155		42,214
Interest rate swap agreements		23,720		46,797
Other liabilities		11,486		10,219
Total liabilities		8,374,679		7,388,630
Commitments and contingencies (Note 11)
Shareholder’s equity:
Common stock, $0.01 par value per share, 500 shares authorized and issued
Additional paid-in capital		3,459,970		3,453,917
Accumulated other comprehensive income		2,835		1,558
Retained earnings		247,689		74,633
Total shareholder’s equity		3,710,494		3,530,108
Total liabilities and shareholder’s equity	$	12,085,173	$	10,918,738

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

3

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

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

	Successor						Predecessor
	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	June 30, 2011						June 30, 2010
Revenue
Finance charge income	$	290,916		$	558,762		$	338,531		$	678,423
Other income		38,969			66,290			23,142			44,355
		329,885			625,052			361,673			722,778
Costs and expenses
Operating expenses		85,379			161,785			68,304			143,519
Leased vehicles expenses		13,098			21,582			5,620			14,308
Provision for loan losses		44,570			83,994			49,326			123,909
Interest expense		42,817			83,434			98,730			205,314
Restructuring charges, net								534			754
		185,864			350,795			222,514			487,804
Income before income taxes		144,021			274,257			139,159			234,974
Income tax provision		48,203			101,201			53,609			86,218
Net income		95,818			173,056			85,550			148,756
Other comprehensive income
Unrealized (losses) gains on cash flow hedges		(1,015	)		147			9,064			18,808
Foreign currency translation adjustment		(27	)		1,184			(2,826	)		(38	)
Income tax benefit (provision)		372			(54	)		(2,137	)		(6,690	)
Other comprehensive (loss) income		(670	)		1,277			4,101			12,080
Comprehensive income	$	95,148		$	174,333		$	89,651		$	160,836
Earnings per share
Basic		(a	)		(a	)	$	0.64		$	1.11
Diluted		(a	)		(a	)	$	0.61		$	1.07
Weighted average shares
Basic		(a	)		(a	)		134,618,012			134,334,827
Diluted		(a	)		(a	)		139,787,408			139,508,178

(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.

4

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in Thousands)

	Successor			Predecessor
	Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
Cash flows from operating activities:
Net income	$	173,056		$	148,756
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		41,044			35,398
Accretion and amortization of loan and leasing fees		(7,914	)		779
Amortization of finance receivables premium		126,922
Amortization of debt discount		(44,691	)
Provision for loan losses		83,994			123,909
Deferred income taxes		37,856			(69,144	)
Stock-based compensation expense		6,053			8,209
Non-cash interest charges on convertible debt					10,963
Other		(17,180	)		(7,945	)
Changes in assets and liabilities:
Other assets		1,137			33,440
Accounts payable and accrued expenses		(9,221	)		27,447
Taxes payable		(87,313	)		11,906
Intercompany taxes payable		143,941
Sale of leases held for sale		24,907
Net cash provided by operating activities		472,591			323,718
Cash flows from investing activities:
Purchases of receivables		(2,453,086	)		(1,504,944	)
Principal collections and recoveries on receivables		1,880,176			1,826,064
Purchases of leased vehicles		(417,748	)
Proceeds from termination of leased vehicles		21,061
Purchases of property and equipment		(3,508	)		(910	)
Acquisition of FinanciaLinx		(9,601	)
FinanciaLinx cash on hand at acquisition		9,283
Change in restricted cash – securitization notes payable		(11,080	)		(79,943	)
Change in restricted cash – credit facilities		22,052			(14,526	)
Change in other assets		(30,497	)		37,807
Net cash (used) provided by investing activities		(992,948	)		263,548
Cash flows from financing activities:
Borrowings on credit facilities		1,820,637			150,005
Payments on credit facilities		(2,228,119	)		(260,986	)
Issuance of securitization notes payable		2,750,000			1,400,000
Payments on securitization notes payable		(1,954,853	)		(1,883,434	)
Issuance of senior notes		500,000
Debt issuance costs		(34,735	)		(19,897	)
Retirement of debt					(20,425	)
Proceeds from issuance of common stock					8,856
Other net changes					884
Net cash provided (used) by financing activities		852,930			(624,997	)
Net increase (decrease) in cash and cash equivalents		332,573			(37,731	)
Effect of Canadian exchange rate changes on cash and cash equivalents		(1,399	)		360
Cash and cash equivalents at beginning of period		194,554			319,644
Cash and cash equivalents at end of period	$	525,728		$	282,273

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

5

GENERAL MOTORS FINANCIAL COMPANY, INC.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 wholly owned subsidiary of General Motors Company (“GM”), and Goalie Texas Holdco Inc., a direct wholly owned subsidiary of GM Holdings (“Merger Sub”), GM Holdings completed its acquisition of AmeriCredit Corp. via the merger of Merger Sub with and into AmeriCredit Corp. (the “Merger”), with AmeriCredit Corp. continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. After the Merger, AmeriCredit Corp. was renamed General Motors Financial Company, Inc. (“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.

The accompanying condensed consolidated statements of income and comprehensive income and cash flows are presented for four periods: three and six months ended June 30, 2011 (“Successor”) and three and six months ended June 30, 2010 (“Predecessor”), which relate to periods after and before 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” and have been prepared on the same basis as the audited financial statements as of and for the three month period ended December 31, 2010 included in our Transition Report on Form 10-KT for the six month period ended December 31, 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 utilized in securitization transactions (“Trusts”) and credit facilities which are considered variable interest entities (“VIE’s”). All intercompany transactions and accounts have been eliminated in consolidation.

6

The preparation of financial statements in conformity with generally accepted accounting principles (“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, leased vehicles, goodwill, intangible assets, income taxes and the fair value of finance receivables.

The consolidated financial statements as of June 30, 2011, and for the three and six months ended June 30, 2011 and 2010, are unaudited, and in management’s opinion include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Certain prior year amounts have been reclassified to conform to the current year presentation. The results for interim periods are not necessarily indicative of results for a full year.

The interim period consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by GAAP in the United States of America. These interim period financial statements should be read in conjunction with our consolidated financial statements that are included in the Transition Report on Form 10-KT filed on March 1, 2011.

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

Correction of Statement of Cash Flows

We corrected the presentation of borrowings on (payments on) credit facilities for the 2010 period presented. Related amounts had previously been presented on a net basis, rather than on a gross basis in accordance with Accounting Standards Codification (“ASC”) 230. The correction had no effect on net cash used in financing activities, the net increase in cash and cash equivalents or end of period cash and cash equivalents.

7

The following disclosure presents the corrected amounts intended to be reflected in our Annual Report to be filed on Form 10-K for the year ending December 31, 2011 when filed (in thousands):

	Successor			Predecessor
	Period From October 1, 2010 Through			Period From July 1, 2010 Through
							For the Year Ended June 30,
	December 31, 2010			September 30, 2010			2010			2009
As reported:
Net change in credit facilities	$	212,032		$	(68,030	)	$	(1,031,187	)	$	(1,278,117	)
As corrected:
Borrowings on credit facilities		468,394			484,921			775,665			3,657,240
Repayments on credit facilities		(256,362	)		(552,951	)		(1,806,852	)		(4,935,357	)

Correction of Goodwill and Deferred Income Taxes

We corrected the presentation of goodwill and deferred income taxes for the December 31, 2010 consolidated balance sheet presented. Deferred income taxes were understated at the purchase date resulting in an overstatement of goodwill.

The following disclosure presents the corrected amounts reflected in our consolidated balance sheet at December 31, 2010 (in thousands):

	Successor
	December 31, 2010
	Goodwill		Deferred Income Taxes
As reported:	$	1,112,284	$	140,523
As corrected:	$	1,094,923	$	157,884

Related Party Transactions

We offer loan and lease finance products through GM dealers to consumers purchasing new and certain used vehicles manufactured by GM. GM makes cash payments to us for offering incentived rates and structures on these loans and lease finance products under a subvention program with GM. As of June 30, 2011, we have an intercompany subvention receivable from GM in the amount of $25.4 million, representing payments due from GM under the subvention program. As presented in Note 6 – “Credit Facilities,” we have a $300 million revolving credit facility with GM. During the quarter we had borrowings and repayments of $200 million on the facility.

Recent Accounting Pronouncements

In April 2011, Accounting Standards Update (“ASU”) (“2011-02”), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring was issued effective for interim and annual periods beginning on or after June 15, 2011. ASU 2011-02 provides evaluation criteria for whether a restructuring constitutes a troubled debt restructuring. Additional disclosures around the nature and extent of modified finance receivables and their effect on the allowance for loan losses may be required under ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses for finance receivables meeting the definition of a troubled debt restructuring in ASU 2011-02. The adoption of ASU 2011-02 will not have an impact on our consolidated financial position, results of operations and cash flows.

8

In May 2011, ASU (“2011-04”) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, was issued effective for interim and annual periods beginning on or after December 15, 2011. The adoption of ASU 2011-04 gives fair value the same meaning between U.S. generally accepted accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRSs”), and improves consistency of disclosures relating to fair value. We are currently evaluating the impact that 2011-04 will have on our consolidated financial position, results of operations and cash flows.

NOTE 2 – ACQUISITION

On April 1, 2011, we acquired FinanciaLinx Corporation (“FinanciaLinx”), a leading independent auto lease provider in Canada. The total consideration we paid in the all-cash transaction was approximately $9.6 million. FinanciaLinx provides leasing programs to GM and other manufacturers through manufacturer subvention programs. Purchase accounting for the acquisition resulted in goodwill of $13.8 million.

NOTE 3 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

	Successor
	June 30, 2011			December 31, 2010
Pre-acquisition finance receivables	$	5,886,828		$	7,724,188
Post-acquisition finance receivables		3,222,584			923,713
		9,109,412			8,647,901
Add finance receivables premium		109,206			423,556
Less non-accretable pre-acquisition discount:
Pre-acquisition finance receivables		(524,077	)		(847,781	)
Less allowance for loan losses:
Post-acquisition finance receivables		(107,526	)		(26,352	)
	$	8,587,015		$	8,197,324

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

	Successor						Predecessor
	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	June 30, 2011						June 30, 2010
Balance at beginning of period	$	8,749,565		$	8,647,901		$	8,810,374		$	9,304,976
Loans purchased		1,349,222			2,487,143			906,097			1,529,952
Charge-offs		(129,810	)		(313,447	)		(198,569	)		(512,721	)
Principal collections and other		(859,565	)		(1,712,185	)		(784,384	)		(1,588,689	)
Balance at end of period	$	9,109,412		$	9,109,412		$	8,733,518		$	8,733,518

9

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 $418.6 million and $491.4 million of delinquent finance receivables as of June 30, 2011 and December 31, 2010, respectively.

Finance contracts are purchased by us from auto dealers without recourse, and accordingly, the dealer generally has no liability to us if the consumer defaults on the contract. Depending upon the contract structure and consumer credit attributes, we may pay dealers a participation fee or we may charge dealers a non-refundable acquisition fee when purchasing individual finance contracts. We record the amortization of participation fees and accretion of acquisition fees to finance charge income using the effective interest method.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, we review our pre-acquisition portfolio for differences between contractual cash flows and the cash flows expected to be collected from our initial investment in the pre-acquisition portfolio to determine if the difference is attributable, at least in part, to credit quality. At June 30, 2011, as a result of improvements in the credit performance of the pre-acquisition portfolio we estimated that the non-accretable pre-acquisition discount exceeded expected future credit losses by $187.4 million, and we transferred this excess non-accretable pre-acquisition discount as an offset to finance receivables premium. This excess will be amortized through finance charge income over the remaining life of the portfolio.

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

	Successor
	Three Months Ended June 30,  2011			Six Months Ended June 30,  2011
Balance at beginning of period	$	355,629		$	423,556
Amortization of premium		(58,995	)		(126,922	)
Transfer from non-accretable pre-acquisition discount		(187,428	)		(187,428	)
Balance at end of period	$	109,206		$	109,206

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

	Successor
	Three Months Ended June 30, 2011			Six Months Ended June 30, 2011
Balance at beginning of period	$	763,306		$	847,781
Charge-offs		(123,072	)		(304,900	)
Recoveries		71,271			168,624
Transfer to finance receivables premium		(187,428	)		(187,428	)
Balance at end of period	$	524,077		$	524,077

10

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

	Successor						Predecessor
	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	June 30, 2011						June 30, 2010
Balance at beginning of period	$	65,415		$	26,352		$	623,249		$	717,059
Provision for loan losses		44,570			83,994			49,326			123,909
Charge-offs		(6,738	)		(8,547	)		(198,569	)		(512,721	)
Recoveries		4,279			5,727			99,304			245,063
Balance at end of period	$	107,526		$	107,526		$	573,310		$	573,310

Credit Risk

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

	Successor
	June 30, 2011		December 31, 2010
FICO Score less than 540	$	1,704,407	$	1,328,011
FICO Score 540 to 599		3,793,989		3,395,736
FICO Score 600 to 659		2,672,276		2,757,771
FICO Score greater than 660		938,741		1,166,383
Balance at end of period	$	9,109,413	$	8,647,901

Delinquency

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. The following is a summary of finance receivables that are (i) more than 30 days delinquent, but not yet in repossession, and (ii) in repossession, but not yet charged off (dollars in thousands):

	Successor					Predecessor
	June 30, 2011					June 30, 2010
	Amount		Percent			Amount		Percent
Delinquent contracts:
31 to 60 days	$	397,792		4.4	%	$	542,655		6.2	%
Greater-than-60 days		157,845		1.7			230,780		2.7
		555,637		6.1			773,435		8.9
In repossession		23,387		0.3			31,457		0.4
	$	579,024		6.4	%	$	804,892		9.3	%

11

NOTE 4 – LEASED VEHICLES

Leased vehicles were as follows (in thousands):

	Successor
	June 30, 2011			December 31, 2010
Lease vehicle inventory	$	536,917		$	51,515
Manufacturer incentives		(68,377	)
		468,540			51,515
Less accumulated depreciation		(28,742	)		(3,886	)
Less purchase accounting discount		(368	)		(849	)
	$	439,430		$	46,780

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

	Successor						Predecessor
	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	June 30, 2011						June 30, 2010
Balance at beginning of period	$	331,596		$	51,515		$	221,467		$	231,515
Leased vehicles purchased		162,064			499,431
Lease vehicles returned - end of term		(5,829	)		(13,647	)		(30,287	)		(39,553	)
Lease vehicles returned - default		(166	)		(382	)		(880	)		(1,662	)
Manufacturer incentives		(19,125	)		(68,377	)
Balance at end of period	$	468,540		$	468,540		$	190,300		$	190,300

Our subsidiary, FinanciaLinx, originates leases that are recorded as operating leases on our consolidated balance sheets. Additionally, FinanciaLinx originates and sells leases to a third party with servicing retained. As of June 30, 2011, FinanciaLinx was servicing $1.2 billion of leased vehicles for this third-party, substantially all of which were originated by FinanciaLinx prior to our acquisition of FinanciaLinx.

NOTE 5 – SECURITIZATIONS

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

	Successor				Predecessor
	Three Months Ended		Six Months Ended		Three Months Ended		Six Months Ended
	June 30, 2011				June 30, 2010
Receivables securitized	$	2,068,978	$	2,917,788	$	640,004	$	1,567,762
Net proceeds from securitization		1,950,000		2,750,000		600,000		1,400,000
Servicing fees (a)		48,985		97,909		45,861		94,173
Distributions		291,088		434,256		181,829		294,526

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

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

12

As of June 30, 2011 and December 31, 2010, respectively, we were servicing $7.9 billion and $7.2 billion of finance receivables that have been transferred to securitization Trusts.

NOTE 6 – CREDIT FACILITIES

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

	Successor
	June 30, 2011		December 31, 2010
Medium term note facility	$	385,081	$	490,126
Wachovia funding facilities		37,675		63,670
Syndicated warehouse facility				278,006
	$	422,756	$	831,802

Further detail regarding terms and availability of the credit facilities as of June 30, 2011, follows (in thousands):

Facility	Facility Amount		Advances Outstanding		Assets Pledged (f)		Restricted Cash Pledged (g)
Syndicated warehouse facility (a)	$	2,000,000					$	300
Lease warehouse facility – U.S. (b)		600,000
GM revolving credit facility (c)		300,000
Medium term note facility (d)			$	385,081	$	421,828		83,683
Wachovia funding facilities (e)				37,675
			$	422,756	$	421,828	$	83,983

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

(b) In January 2012 when the revolving period ends and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until July 2017 when any remaining amount outstanding will be due and payable.

(c) On March 31, 2011, we renewed the unsecured revolving credit facility with GM Holdings, with a maturity date of September 30, 2011.

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

(e) Advances under the Wachovia funding facilities are currently secured by $39.4 million of asset-backed securities issued in the AmeriCredit Automobile Receivables Trust (“AMCAR”) 2008-1 securitization transaction. These facilities are amortizing in accordance with the underlying securitization transaction.

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

(g) These amounts do not include cash collected on finance receivables pledged of $25.4 million which is also included in restricted cash – credit facilities on the consolidated balance sheets.

In July 2011, our subsidiary, GM Financial Canada Leasing Ltd. (“GM Financial Canada Leasing”), established a revolving warehouse credit facility under which GM Financial Canada Leasing may borrow up to C$600 million, which is collateralized by certain automobile lease agreements and the related leased vehicles originated by FinanciaLinx. The commitment termination date is July 13, 2012.

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Our syndicated warehouse, lease warehouse and medium term note facilities are either administered by agents on behalf of institutionally managed commercial paper or medium term note conduits or funded directly by the lenders. Under these funding agreements, we transfer finance receivables or leasing related assets to our special purpose finance subsidiaries. These subsidiaries, in turn, issue notes to the agents, collateralized by such 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 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, London Interbank Offered Rates (“LIBOR”) or prime rates plus a credit spread and specified fees depending upon the source of funds provided by the agents. In the syndicated warehouse and the medium term note facilities we are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under these credit facilities.

Our credit facilities, other than the GM revolving credit facility, contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of June 30, 2011, 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 and lease warehouse facilities during the three months ended June 30, 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate			Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility		1.67	%	$	346,493	$	826,859
Lease warehouse facility – U.S.		1.58	%		78,656		182,749

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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 and lease warehouse facilities during the six months ended June 30, 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate			Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility		1.66	%	$	352,466	$	826,859
Lease warehouse facility – U.S.		1.60	%		48,453		182,749

Debt issuance costs are amortized to interest expense over the expected term of the credit facilities. Unamortized costs of $9.7 million and $0.1 million as of June 30, 2011 and December 31, 2010, respectively, are included in other assets.

NOTE 7 – 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. At June 30, 2011, unamortized purchase accounting premium of $64.6 million is included in securitization notes payable. Debt issuance costs of $13.5 million and $3.8 million, as of June 30, 2011 and December 31, 2010, respectively, which are included in other assets, are amortized to interest expense over the expected term of securitization notes payable.

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Securitization notes payable as of June 30, 2011, consists of the following (dollars in thousands):

Transaction	Maturity Date (c)		Original Note Amount		Original Weighted Average Interest Rate			Receivables Pledged		Note Balance at June 30, 2011
2006-R-M		January 2014	$	1,200,000		5.4	%	$	121,121	$	109,718
2007-A-X		October 2013		1,200,000		5.2	%		155,691		143,128
2007-B-F		December 2013		1,500,000		5.2	%		234,961		216,577
2007-1		March 2016		1,000,000		5.4	%		129,596		132,390
2007-C-M		April 2014		1,500,000		5.5	%		292,915		269,736
2007-D-F		June 2014		1,000,000		5.5	%		216,058		198,669
2007-2-M (APART)		March 2016		1,000,000		5.3	%		202,479		197,013
2008-A-F		October 2014		750,000		6.0	%		251,080		200,978
2008-1 (a)		January 2015		500,000		8.7	%		211,461		32,913
2008-2		April 2015		500,000		10.5	%		224,883		76,871
2009-1		January 2016		725,000		7.5	%		418,844		288,980
2009-1 (APART)		July 2017		227,493		2.7	%		135,034		99,919
2010-1		July 2017		600,000		3.7	%		403,354		334,191
2010-A		July 2017		200,000		3.1	%		156,492		125,142
2010-2		June 2016		600,000		3.8	%		414,677		376,657
2010-B		November 2017		200,000		2.2	%		179,993		144,702
2010-3		January 2018		850,000		2.5	%		762,097		652,352
2010-4		November 2016		700,000		2.5	%		577,142		525,611
2011-1		February 2017		800,000		2.5	%		754,455		697,350
2011-2		May 2017		950,000		2.6	%		933,276		891,203
2011-3		July 2017		1,000,000		2.4	%		1,031,218		999,905
BV2005-LJ-2 (b)(d)		February 2014		185,596		4.6	%		4,397		3,218
BV2005-3 (b)		June 2014		220,107		5.1	%		8,267		8,781
LB2006-B (b)		September 2013		500,000		5.2	%		35,550		36,424
LB2007-A		January 2014		486,000		5.0	%		55,911		53,628
			$	18,394,196				$	7,910,952	$	6,816,056
Purchase accounting premium											64,625
Total										$	6,880,681

(a) Note balance does not include $39.4 million of asset-backed securities pledged to the Wachovia funding facilities.

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

(c) Maturity date represents final legal maturity of securitization notes payable. Securitization notes payable are expected to be paid based on amortization of the finance receivables pledged to the Trusts.

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

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 distributed to us. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also distributed to us.

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With respect to our securitization transactions covered by a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased. We have exceeded these ratios in several AMCAR and Long Beach Acceptance Corporation (“LBAC”) securitizations. Excess cash flows from these Trusts have been or are being used to build higher credit enhancement in each respective Trust instead of being distributed to us. We do not expect the trapping of excess cash flows from these Trusts to have a material adverse impact to our liquidity.

Agreements with our financial guaranty insurance providers contain additional specified targeted portfolio performance ratios that are higher than those described in the preceding paragraph. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured Trust were to exceed these higher levels, provisions of the agreements permit our financial guaranty insurance providers to declare the occurrence of an event of default and terminate our servicing rights to the receivables transferred to that Trust. As of June 30, 2011, no such servicing right termination events have occurred with respect to any of the Trusts formed by us.

NOTE 8 – SENIOR NOTES

In June 2011, we issued $500 million of 6.75% senior notes which are due in June 2018 with interest payable semiannually. On July 1, 2011, proceeds of $71 million from this offering were used to redeem all of the outstanding 8.50% senior notes due in 2015. The remaining proceeds are available for general corporate purposes. The 6.75% senior notes are guaranteed by AmeriCredit Financial Services, Inc., our principal operating subsidiary; none of our other subsidiaries are guarantors of the notes.

In connection with the issuance of the 6.75% senior notes, we entered into a registration rights agreement that requires us to file a shelf registration statement relating to the registration with the SEC of the 6.75% senior notes and the subsidiary guaranty. If the registration statement has not been declared effective by the SEC within 210 days from the original issuance of the notes or ceases to remain effective, we will be required to pay the 6.75% senior note holders a maximum amount of $0.50 per week of additional interest per $1,000 principal during the time that the registration statement is not effective.

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NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

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

	Successor
	June 30, 2011				December 31, 2010
	Notional		Fair Value		Notional		Fair Value
Assets
Interest rate swaps (a)	$	792,060	$	12,577	$	1,227,305	$	23,058
Interest rate caps (a)		1,271,249		9,275		946,353		7,899
Total assets	$	2,063,309	$	21,852	$	2,173,658	$	30,957
Liabilities
Interest rate swaps	$	792,060	$	23,720	$	1,227,305	$	46,797
Interest rate caps (b)		1,225,189		9,488		831,848		8,094
Foreign currency contracts (b)(c)		32,627		1,998		48,595		2,125
Total liabilities	$	2,049,876	$	35,206	$	2,107,748	$	57,016

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

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

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

Interest rate swap agreements designated as hedges had unrealized losses of $0.3 million and $0.4 million included in accumulated other comprehensive income as of June 30, 2011 and December 31, 2010, respectively. The ineffectiveness gain (loss) related to the interest rate swap agreements was $1.1 million and $0.2 million for the three and six months ended June 30, 2011 and $(0.2) million and $0.2 million for the three and six months ended June 30, 2010, respectively. We estimate approximately $0.3 million of unrealized losses included in accumulated other comprehensive income will be reclassified into earnings within the next twelve months.

Interest rate swap agreements not designated as hedges had a change in fair value which resulted in gains of $0.1 million and losses of $0.1 million for the three and six months ended June 30, 2011 and gains of $2.6 million and $6.6 million for the three and six months ended June 30 2010, included in interest expense on the consolidated statements of income and comprehensive income, respectively.

Under the terms of our derivative financial instruments, we are required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of June 30, 2011, and December 31, 2010, these restricted cash accounts totaled $37.1 million and $32.7 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
	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	June 30, 2011						June 30, 2010
Non-Designated hedges:
Interest rate contracts (a)	$	241		$	33		$	2,683		$	6,797
Foreign currency contracts (b)		314			127			1,318			1,598
Total	$	555		$	160		$	4,001		$	8,395
Designated hedges:
Interest rate contracts (a)	$	1,126		$	237		$	(197	)	$	224
	Losses Recognized In Accumulated Other Comprehensive Income
	Successor						Predecessor
	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	June 30, 2011						June 30, 2010
Designated hedges:
Interest rate contracts	$	(1,736	)	$	(852	)	$	(7,132	)	$	(16,625	)
	Losses Reclassified From Accumulated Other Comprehensive Income Into Income
	Successor						Predecessor
	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	June 30, 2011						June 30, 2010
Designated hedges:
Interest rate contracts (a)	$	(721	)	$	(999	)	$	(16,196	)	$	(35,433	)

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

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

NOTE 10 – FAIR VALUES OF ASSETS AND LIABILITIES

ASC 820 provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurement requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs and also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels.

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

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

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

(iii) Income approach – Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about the future amounts (includes present value techniques and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted at an appropriate market interest rate.

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Assets and liabilities itemized below were measured at fair value on a recurring basis:

	Successor
	June 30, 2011 (in thousands)
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
	Quoted Prices In Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Money market funds (i)(a)	$	1,451,915					$	1,451,915
Derivatives not designated as hedging instruments:
Interest rate caps (i)			$	9,275				9,275
Interest rate swaps (iii)					$	12,577		12,577
Total assets	$	1,451,915	$	9,275	$	12,577	$	1,473,767
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps (iii)					$	23,720	$	23,720
Derivatives not designated as hedging instruments:
Interest rate caps (i)			$	9,488				9,488
Foreign currency contracts (i)				1,998				1,998
Total liabilities	$		$	11,486	$	23,720	$	35,206

(a) Excludes cash in banks and cash invested in Guaranteed Investment Contracts of $198.7 million.

	Successor
	December 31, 2010 (in thousands)
	Fair Value Measurements Using
	Level 1		Level 2		Level 3
	Quoted Prices In Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Assets/ Liabilities At Fair Value
Assets
Money market funds (i)(a)	$	1,118,489					$	1,118,489
Derivatives not designated as hedging instruments:
Interest rate caps (i)			$	7,899				7,899
Interest rate swaps (iii)					$	23,058		23,058
Total assets	$	1,118,489	$	7,899	$	23,058	$	1,149,446
Liabilities
Derivatives designated as hedging instruments:
Interest rate swaps (iii)					$	46,797	$	46,797
Derivatives not designated as hedging instruments:
Interest rate caps (i)			$	8,094				8,094
Foreign currency contracts (i)				2,125				2,125
Total liabilities	$		$	10,219	$	46,797	$	57,016

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

Financial instruments are considered Level 1 when quoted prices are available in active markets for identical assets or liabilities as of the reporting

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date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

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

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

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

	Assets			Liabilities
	Interest Rate Swap Agreements			Interest Rate Swap Agreements
Balance at April 1, 2011	$	17,713		$	(33,767	)
Total realized and unrealized gains
Included in earnings		138			1,126
Included in other comprehensive income					(1,736	)
Settlements		(5,274	)		10,657
Balance at June 30, 2011	$	12,577		$	(23,720	)

	Assets			Liabilities
	Interest Rate Swap Agreements			Interest Rate Swap Agreements
Balance at January 1, 2011	$	23,058		$	(46,797	)
Total realized and unrealized gains
Included in earnings		(53	)		237
Included in other comprehensive income					(852	)
Settlements		(10,428	)		23,692
Balance at June 30, 2011	$	12,577		$	(23,720	)

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The tables below present a reconciliation for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2010 (Predecessor) (in thousands):

	Assets			Liabilities
	Interest Rate Swap Agreements			Interest Rate Swap Agreements
Balance at April 1, 2010	$	27,318		$	(83,946	)
Total realized and unrealized gains
Included in earnings		2,631			(197	)
Included in other comprehensive income					(7,132	)
Settlements		(3,755	)		20,854
Balance at June 30, 2010	$	26,194		$	(70,421	)

	Assets						Liabilities
	Interest Rate Swap Agreements			Investment in Money Market Fund			Interest Rate Swap Agreements
Balance at January 1, 2010	$	26,637		$	5,764		$	(98,513	)
Total realized and unrealized gains
Included in earnings		6,570			2,020			224
Included in other comprehensive income								(16,625	)
Settlements		(7,013	)		(7,784	)		44,493
Balance at June 30, 2010	$	26,194		$			$	(70,421	)

Derivatives

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

Our interest rate swaps are not exchange traded but instead trade in over-the-counter markets where quoted market prices are not readily available. The fair value of derivatives is derived using models that use primarily market observable inputs, such as interest rate yield curves and credit curves. Any derivative fair value measurements using significant assumptions that are unobservable are classified as Level 3, which include interest rate swaps whose remaining terms extend beyond market observable interest rate yield curves. The impacts of the derivative liabilities for our and the counterparties’ non-performance risk to the derivative trades is considered when measuring the fair value of derivative liabilities.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Guarantees of Indebtedness

The payments of principal and interest on our senior notes and convertible senior notes are guaranteed by certain of our subsidiaries. The par value of the senior notes and convertible senior notes was $569.8 million and $69.8 million as of June 30, 2011 and December 31, 2010, respectively. See guarantor consolidating financial statements in Note 16.

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Limited Corporate Guarantees of Indebtedness

We guarantee the timely payment of interest and ultimate payment of principal on the Class B asset-backed securities issued in our AMCAR 2008-2 securitization transaction, up to a maximum of $50.0 million in the aggregate.

Legal Proceedings

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

On July 21, 2010, we entered into the Merger Agreement. The following litigation relates to the Merger:

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

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

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The Hatfield Case and the Butler Case were consolidated for handling and the consolidated complaints were amended to seek damages. On January 7, 2011, the defendants filed a motion to dismiss the complaints, based on the court’s lack of subject matter jurisdiction over the consolidated case. On April 6, 2011, the Court entered an order granting the defendants’ motion and ordered that the consolidated case be dismissed with prejudice. On May 9, 2011, the plaintiffs filed a notice of appeal of the order of dismissal but on July 6, 2011 filed a motion to dismiss the appeal, which was granted by the Court of Appeals by order entered July 14, 2011. The dismissal of the consolidated case is now final.

NOTE 12 – INCOME TAXES

We had unrecognized tax benefits of $44.7 million and $127.6 million at June 30, 2011 and December 31, 2010, respectively. The decrease is primarily attributable to the re-measurement of an unrecognized tax benefit as a result of published guidance released by a taxing authority during the current quarter. This decrease in the unrecognized tax benefit resulted in a corresponding decrease in a deferred tax asset. The amount of unrecognized tax benefits, if recognized, that would affect the effective tax rate is $24.3 million and $21.4 million at June 30, 2011 and December 31, 2010, respectively, which includes the federal benefit of state taxes.

At June 30, 2011, we believe that it is reasonably possible that the balance of the gross unrecognized tax benefits could decrease by $3.3 million to $19.5 million in the next twelve months due to ongoing activities with various taxing jurisdictions that we expect may give rise to settlements or the expiration of statutes of limitations. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax laws and new authoritative rulings.

We recognize accrued interest and penalties associated with uncertain tax positions as part of the income tax provision. As of January 1, 2011, accrued interest and penalties associated with uncertain tax positions were $18.9 million and $9.1 million, respectively. During the six months ended June 30, 2011, we released $0.6 million in potential interest and accrued an additional $0.4 million in potential penalties associated with uncertain tax positions.

25

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

In the event we recognize taxable income in any period beginning on or after October 1, 2010, we would be obligated to pay GM for our separate federal or state tax liabilities. Likewise, GM is obligated to reimburse us for the tax effects of net operating losses to the extent such losses are carried back by us to a period beginning on or after October 1, 2010, determined as if we had filed separate income tax returns. Amounts owed to or from GM for income tax are accrued and recorded as an intercompany payable or receivable. Under our tax sharing arrangement with GM, payments for the tax years 2010 through 2013 are deferred for three years from their original due date. The total amount of deferral is not to exceed $650 million. Any difference between the amounts to be paid or received under our tax sharing arrangement with GM and our separate return basis used for financial reporting purposes is reported in our consolidated financial statements as additional paid-in capital. As of June 30, 2011, we have recorded intercompany taxes payable to GM in the amount of $186.2 million, representing the tax effects of income earned subsequent to the Merger.

Our effective income tax rate was 33.5% and 38.5% for the three months ended June 30, 2011 and 2010, respectively. Our effective income tax rate was 36.9% and 36.7% for the six months ended June 30, 2011 and 2010, respectively.

NOTE 13 – 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
	Three Months Ended June 30, 2010		Six Months Ended June 30, 2010
Net income	$	85,550	$	148,756
Basic weighted average shares		134,618,012		134,334,827
Incremental shares resulting from assumed conversions:
Stock-based compensation and warrants		5,169,396		5,173,351
Diluted weighted average shares		139,787,408		139,508,178
Earnings per share:
Basic	$	0.64	$	1.11
Diluted	$	0.61	$	1.07

26

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 weighted average shares and assumed incremental shares. The treasury stock method was used to compute the assumed incremental shares related to our outstanding stock-based compensation and warrants. The average market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 0.6 million shares of common stock were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares. Warrants to purchase approximately 18.8 million shares of common stock 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.

NOTE 14 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards Board (“FASB”) guidance regarding disclosures about fair value of financial instruments requires disclosure of fair value information about financial instruments, whether recognized or not in our consolidated balance sheets. Fair values are based on estimates using present value or other valuation techniques in cases where quoted market prices are not available. Those techniques are significantly affected by the assumptions used, including the discount rate and the estimated timing and amount of future cash flows. Therefore, the estimates of fair value may differ substantially from amounts that ultimately may be realized or paid at settlement or maturity of the financial instruments and those differences may be material. Disclosures about fair value of financial instruments exclude certain financial instruments and all non-financial instruments from our disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of our Company.

27

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

			Successor
			June 30, 2011				December 31, 2010
			Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets:
Cash and cash equivalents	(a	)	$	525,728	$	525,728	$	194,554	$	194,554
Finance receivables, net	(b	)		8,587,015		8,768,318		8,197,324		8,185,854
Restricted cash – securitization notes payable	(a	)		937,162		937,162		926,082		926,082
Restricted cash – credit facilities	(a	)		109,386		109,386		131,438		131,438
Restricted cash – other	(a	)		78,318		78,318		32,920		32,920
Interest rate swap agreements	(d	)		12,577		12,577		23,058		23,058
Interest rate cap agreements purchased	(d	)		9,275		9,275		7,899		7,899
Financial liabilities:
Syndicated and lease warehouse facilities	(c	)						278,006		278,006
Medium term note facility and Wachovia funding facilities	(d	)		422,756		422,968		553,796		554,048
Securitization notes payable	(d	)		6,880,681		6,914,898		6,128,217		6,106,963
Senior notes	(d	)		569,870		576,301		70,054		71,472
Convertible senior notes	(d	)		1,447		1,447		1,446		1,447
Interest rate swap agreements	(d	)		23,720		23,720		46,797		46,797
Interest rate cap agreements sold	(d	)		9,488		9,488		8,094		8,094
Foreign currency contracts	(d	)		1,998		1,998		2,125		2,125

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

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

(c) 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 facilities, securitization notes payable, senior notes, convertible senior notes and foreign currency contracts are based on quoted market prices, when available. If quoted market prices are not available, the market value is estimated by discounting future net cash flows expected to be settled using a current risk-adjusted rate.

28

NOTE 15 – SUPPLEMENTAL CASH FLOW INFORMATION

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

	Successor		Predecessor
	Six Months Ended June 30,  2011		Six Months Ended June 30, 2010
Interest costs (none capitalized)	$	150,718	$	209,531
Income taxes		2,138		161,402

We received $81.2 million in income tax refunds in the six months ended June 30, 2010.

We had a non-cash investing activity as the result of the receivable from the GM subvention program for the six months ended June 30, 2011 of $25.4 million.

NOTE 16 – GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

The payment of principal and interest on our senior notes and our convertible senior notes are guaranteed by certain of our subsidiaries (the “Subsidiary Guarantors”). The separate financial statements of the Subsidiary Guarantors are not included herein because the Subsidiary Guarantors are our wholly-owned consolidated subsidiaries and the applicable Subsidiary Guarantors are jointly, severally, fully and unconditionally liable for the obligations represented by the senior notes and convertible senior notes for which they provide guarantees. The 6.75% senior notes are only guaranteed by AmeriCredit Financial Services, Inc., our principal operating subsidiary and none of the other subsidiaries. We believe that the consolidating financial information for General Motors Financial Company, Inc., the combined Subsidiary Guarantors and the combined Non-Guarantor Subsidiaries provide information that is more meaningful in understanding the financial position of the Subsidiary Guarantors than separate financial statements of the Subsidiary Guarantors.

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

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.

29

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

June 30, 2011

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.		Guarantors		Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents			$	517,650	$	8,078					$	525,728
Finance receivables, net				714,679		7,872,336						8,587,015
Restricted cash - securitization notes payable						937,162						937,162
Restricted cash - credit facilities						109,386						109,386
Property and equipment, net	$	220		46,573		17						46,810
Leased vehicles, net				78,763		360,667						439,430
Deferred income taxes		17,925		85,718		16,332						119,975
Goodwill		1,094,923		13,773								1,108,696
Intercompany subvention receivable		20,394		5,007		3						25,404
Other assets		9,899		131,736		43,932						185,567
Due from affiliates		751,190				2,147,651		$	(2,898,841	)
Investment in affiliates		2,654,671		4,583,672		774,708			(8,013,051	)
Total assets	$	4,549,222	$	6,177,571	$	12,270,272		$	(10,911,892	)	$	12,085,173
LIABILITIES AND SHAREHOLDER’S EQUITY
Liabilities:
Credit facilities					$	422,756					$	422,756
Securitization notes payable						6,880,681						6,880,681
Senior notes	$	569,870										569,870
Convertible senior notes		1,447										1,447
Accounts payable and accrued expenses		8,473	$	139,462		55,426						203,361
Taxes payable		72,783		2,405		15						75,203
Intercompany taxes payable		186,155										186,155
Interest rate swap agreements						23,720						23,720
Other liabilities				11,486								11,486
Due to affiliates				2,942,009				$	(2,942,009	)
Total liabilities		838,728		3,095,362		7,382,598			(2,942,009	)		8,374,679
Shareholder’s equity:
Common stock				421,717					(421,717	)
Additional paid-in capital		3,459,970		79,102		1,340,930			(1,420,032	)		3,459,970
Accumulated other comprehensive income		2,835		6,774		(168	)		(6,606	)		2,835
Retained earnings		247,689		2,574,616		3,546,912			(6,121,528	)		247,689
Total shareholder’s equity		3,710,494		3,082,209		4,887,674			(7,969,883	)		3,710,494
Total liabilities and shareholder’s equity	$	4,549,222	$	6,177,571	$	12,270,272		$	(10,911,892	)	$	12,085,173

30

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING BALANCE SHEET

SUCCESSOR

December 31, 2010

(in thousands)

	General Motors Financial Company, Inc.		Guarantors		Non- Guarantors			Eliminations			Consolidated
ASSETS
Cash and cash equivalents			$	187,452	$	7,102					$	194,554
Finance receivables, net				548,506		7,648,818						8,197,324
Restricted cash - securitization notes payable						926,082						926,082
Restricted cas - credit facilities						131,438						131,438
Property and equipment, net	$	2,520		44,751		19						47,290
Leased vehicles, net				1,626		45,154						46,780
Deferred income taxes		126,593		49,333		(18,042	)					157,884
Goodwill		1,094,923										1,094,923
Intercompany subvention receivable		8,149										8,149
Other assets		7,564		79,238		27,512						114,314
Due from affiliates		144,607				2,567,998		$	(2,712,605	)
Investment in affiliates		2,457,613		4,441,736		809,449			(7,708,798	)
Total assets	$	3,841,969	$	5,352,642	$	12,145,530		$	(10,421,403	)	$	10,918,738
LIABILITIES AND SHAREHOLDER’S EQUITY
Liabilities:
Credit facilities					$	831,802					$	831,802
Securitization notes payable						6,128,217						6,128,217
Senior notes	$	70,054										70,054
Convertible senior notes		1,446										1,446
Accounts payable and accrued expenses		42,393	$	14,787		39,989						97,169
Taxes payable		155,754		4,953		5						160,712
Intercompany taxes payable		42,214										42,214
Interest rate swap agreements						46,797						46,797
Other liabilities				10,219								10,219
Due to affiliates				2,712,605				$	(2,712,605	)
Total liabilities		311,861		2,742,564		7,046,810			(2,712,605	)		7,388,630
Shareholder’s equity:
Common stock				90,474					(90,474	)
Additional paid-in capital		3,453,917		75,895		1,695,754			(1,771,649	)		3,453,917
Accumulated other comprehensive income		1,558		54,787		(261	)		(54,526	)		1,558
Retained earnings		74,633		2,388,922		3,403,227			(5,792,149	)		74,633
Total shareholder’s equity		3,530,108		2,610,078		5,098,720			(7,708,798	)		3,530,108
Total liabilities and shareholder’s equity	$	3,841,969	$	5,352,642	$	12,145,530		$	(10,421,403	)	$	10,918,738

31

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Three Months Ended June 30, 2011

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	15,958		$	274,958					$	290,916
Other income	$	14,319			104,076			145,360		$	(224,786	)		38,969
Equity in income of affiliates		100,511			92,600						(193,111	)
		114,830			212,634			420,318			(417,897	)		329,885
Costs and expenses
Operating expenses		5,731			24,345			55,303						85,379
Leased vehicles expenses					1,623			11,475						13,098
Provision for loan losses					52,198			(7,628	)					44,570
Interest expense		15,592			89,363			162,648			(224,786	)		42,817
		21,323			167,529			221,798			(224,786	)		185,864
Income before income taxes		93,507			45,105			198,520			(193,111	)		144,021
Income tax (benefit) provision		(2,311	)		(55,406	)		105,920						48,203
Net income	$	95,818		$	100,511		$	92,600		$	(193,111	)	$	95,818

32

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

SUCCESSOR

Six Months Ended June 30, 2011

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	14,749		$	544,013				$	558,762
Other income	$	28,580			209,712			295,019	$	(467,021	)		66,290
Equity in income of affiliates		180,556			245,937					(426,493	)
		209,136			470,398			839,032		(893,514	)		625,052
Costs and expenses
Operating expenses		11,333			45,549			104,903					161,785
Leased vehicles expenses					1,871			19,711					21,582
Provision for loan losses					65,998			17,996					83,994
Interest expense		29,625			206,418			314,412		(467,021	)		83,434
		40,958			319,836			457,022		(467,021	)		350,795
Income before income taxes		168,178			150,562			382,010		(426,493	)		274,257
Income tax (benefit) provision		(4,878	)		(29,994	)		136,073					101,201
Net income	$	173,056		$	180,556		$	245,937	$	(426,493	)	$	173,056

33

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

Three Months Ended June 30, 2010

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	29,236		$	309,295					$	338,531
Other income	$	10,079			136,736			219,988		$	(343,661	)		23,142
Equity in income of affiliates		90,846			125,421						(216,267	)
		100,925			291,393			529,283			(559,928	)		361,673
Costs and expenses
Operating expenses		6,221			4,235			57,848						68,304
Leased vehicles expenses					454			5,166						5,620
Provision for loan losses					57,309			(7,983	)					49,326
Interest expense		11,556			153,858			276,977			(343,661	)		98,730
Restructuring charges, net					534									534
		17,777			216,390			332,008			(343,661	)		222,514
Income before income taxes		83,148			75,003			197,275			(216,267	)		139,159
Income tax (benefit) provision		(2,402	)		(15,843	)		71,854						53,609
Net income	$	85,550		$	90,846		$	125,421		$	(216,267	)	$	85,550

34

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF INCOME

PREDECESSOR

Six Months Ended June 30, 2010

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	59,328		$	619,095				$	678,423
Other income	$	17,873			247,423			428,005	$	(648,946	)		44,355
Equity in income of affiliates		157,605			221,702					(379,307	)
		175,478			528,453			1,047,100		(1,028,253	)		722,778
Costs and expenses
Operating expenses		10,401			25,171			107,947					143,519
Leased vehicles expenses					807			13,501					14,308
Provision for loan losses					104,005			19,904					123,909
Interest expense		22,043			277,649			554,568		(648,946	)		205,314
Restructuring charges, net					754								754
		32,444			408,386			695,920		(648,946	)		487,804
Income before income taxes		143,034			120,067			351,180		(379,307	)		234,974
Income tax (benefit) provision		(5,722	)		(37,538	)		129,478					86,218
Net income	$	148,756		$	157,605		$	221,702	$	(379,307	)	$	148,756

35

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

SUCCESSOR

Six Months Ended June 30, 2011

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	173,056		$	180,556		$	245,937		$	(426,493	)	$	173,056
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,492			5,941			31,611						41,044
Accretion and amortization of loan fees					295			(8,209	)					(7,914	)
Amortization of finance receivables premium					30,573			96,349						126,922
Amortization of debt discount		(183	)					(44,508	)					(44,691	)
Provision for loan losses					65,998			17,996						83,994
Deferred income taxes		106,212			(33,929	)		(34,427	)					37,856
Stock-based compensation expense		6,053												6,053
Other					10,167			(27,347	)					(17,180	)
Equity in income of affiliates		(180,556	)		(245,937	)					426,493
Changes in assets and liabilities:
Other assets		4,626			(10	)		(3,479	)					1,137
Accounts payable and accrued expenses		(33,920	)		25,581			(882	)					(9,221	)
Taxes payable		(82,971	)		(4,351	)		9						(87,313	)
Intercompany taxes payable		143,941												143,941
Sale of leases held for sale					24,907									24,907
Net cash provided by operating activities		139,750			59,791			273,050						472,591
Cash flows from investing activities:
Purchases of receivables					(2,453,086	)		(2,103,027	)		2,103,027			(2,453,086	)
Principal collections and recoveries on receivables					5,709			1,874,467						1,880,176
Net proceeds from sale of receivables					2,103,027						(2,103,027	)
Purchases of leased vehicles					(82,260	)		(335,488	)					(417,748	)
Proceeds from termination of leased vehicles					897			20,164						21,061
Sales (purchases) of property and equipment		1,924			(5,432	)								(3,508	)
Acquisition of FinanciaLinx					(9,601	)								(9,601	)
FinanciaLinx cash on hand at acquisition					9,283									9,283
Change in restricted cash - securitization notes payable								(11,080	)					(11,080	)
Change in restricted cash - credit facilities								22,052						22,052
Change in other assets					(30,497	)								(30,497	)
Net change in investment in affiliates		(9,215	)		268,941			9,530			(269,256	)
Net cash used by investing activities		(7,291	)		(193,019	)		(523,382	)		(269,256	)		(992,948	)
Cash flows from financing activities:
Borrowings on credit facilities								1,820,637						1,820,637
Payments on credit facilities								(2,228,119	)					(2,228,119	)
Issuance of securitization notes payable								2,750,000						2,750,000
Payments on securitization notes payable								(1,954,853	)					(1,954,853	)
Issuance of senior notes		500,000												500,000
Debt issuance costs		(7,622	)		(314	)		(26,799	)					(34,735	)
Net capital contribution to subsidiaries					83,061			(354,824	)		271,763
Net change in due (to) from affiliates		(626,021	)		380,868			245,266			(113	)
Net cash (used) provided by financing activities		(133,643	)		463,615			251,308			271,650			852,930
Net (decrease) increase in cash and cash equivalents		(1,184	)		330,387			976			2,394			332,573
Effect of Canadian exchange rate changes on cash and cash equivalents		1,184			(189	)					(2,394	)		(1,399	)
Cash and cash equivalents at beginning of period					187,452			7,102						194,554
Cash and cash equivalents at end of period	$			$	517,650		$	8,078		$			$	525,728

36

GENERAL MOTORS FINANCIAL COMPANY, INC.

CONSOLIDATING STATEMENT OF CASH FLOWS

PREDECESSOR

Six Months Ended June 30, 2010

(Unaudited, in Thousands)

	General Motors Financial Company, Inc.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	148,756		$	157,605		$	221,702		$	(379,307	)	$	148,756
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		689			3,682			31,027						35,398
Accretion and amortization of loan fees					1,708			(929	)					779
Provision for loan losses					104,005			19,904						123,909
Deferred income taxes		88,543			123,545			(281,232	)					(69,144	)
Stock-based compensation expense		8,209												8,209
Non-cash interest charges on convertible debt		10,963												10,963
Other		(283	)		(3,169	)		(4,493	)					(7,945	)
Equity in income of affiliates		(157,605	)		(221,702	)					379,307
Changes in assets and liabilities:
Other assets		1,653			31,059			728						33,440
Accounts payable and accrued expenses		59,655			(28,875	)		(3,333	)					27,447
Taxes payable		12,279			(374	)		1						11,906
Net cash provided (used) by operating activities		172,859			167,484			(16,625	)					323,718
Cash flows from investing activities:
Purchases of receivables					(1,504,944	)		(1,345,526	)		1,345,526			(1,504,944	)
Principal collections and recoveries on receivables					(4,251	)		1,830,315						1,826,064
Net proceeds from sale of receivables					1,345,526						(1,345,526	)
Purchases of property and equipment					(910	)								(910	)
Change in restricted cash - securitization notes payable								(79,943	)					(79,943	)
Change in restricted cash - credit facilities								(14,526	)					(14,526	)
Change in other assets					16,267			21,540						37,807
Net change in investment in affiliates		(2,380	)		806,109			(162,595	)		(641,134	)
Net cash (used) provided by investing activities		(2,380	)		657,797			249,265			(641,134	)		263,548
Cash flows from financing activities:
Borrowings on credit facilities								150,005						150,005
Payments on credit facilities								(260,986	)					(260,986	)
Issuance of securitization notes payable								1,400,000						1,400,000
Payments on securitization notes payable								(1,883,434	)					(1,883,434	)
Debt issuance costs		292						(20,189	)					(19,897	)
Retirement of debt		(20,425	)											(20,425	)
Proceeds from issuance of common stock		8,856			(37,108	)		(608,373	)		645,481			8,856
Other net changes		884												884
Net change in due (to) from affiliates		(160,049	)		(825,264	)		991,500			(6,187	)
Net cash used by financing activities		(170,442	)		(862,372	)		(231,477	)		639,294			(624,997	)
Net increase (decrease) in cash and cash equivalents		37			(37,091	)		1,163			(1,840	)		(37,731	)
Effect of Canadian exchange rate changes on cash and cash equivalents		(37	)		(1,443	)					1,840			360
Cash and cash equivalents at beginning of period					313,673			5,971						319,644
Cash and cash equivalents at end of period	$			$	275,139		$	7,134		$			$	282,273

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

GENERAL

We are an auto finance company specializing in purchasing retail automobile installment sales contracts originated by franchised and select independent dealers in connection with the sale of used and new automobiles. Additionally, in December 2010, we began offering a lease product through GM franchised dealerships for consumers purchasing new GM vehicles. We generate revenue and cash flows primarily through the purchase, retention, subsequent securitization and servicing of finance receivables. As used herein, “loans” include auto finance receivables originated by dealers and purchased by us. To fund the acquisition of receivables prior to securitization, we use available cash and borrowings under our credit facilities. We earn finance charge income on the finance receivables and pay interest expense on borrowings under our credit facilities.

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

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

Our securitization transactions utilize special purpose entities which are also variable interest entities (“VIE’s”) that meet the requirements to be

38

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.

PRESENTATION AND ANALYSIS OF RESULTS

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 wholly owned subsidiary of General Motors Company (“GM”), and Goalie Texas Holdco Inc., a direct wholly owned subsidiary of GM Holdings (“Merger Sub”), GM Holdings completed its acquisition of AmeriCredit Corp. via the merger of Merger Sub with and into AmeriCredit Corp. (the “Merger”), with AmeriCredit Corp. continuing as the surviving company in the Merger and becoming a wholly-owned subsidiary of GM Holdings. After the Merger, AmeriCredit Corp. was renamed General Motors Financial Company, Inc. (“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.

The accompanying condensed consolidated statements of consolidated income and comprehensive income and cash flows are presented for four periods: three months and six months ended June 30, 2011 (Successor) and three months and six months ended June 30, 2010 (Predecessor), which relate to periods after and before the Merger with GM, respectively. 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.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2011 (Successor)

Finance Receivables:

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

	Successor
	Three Months Ended June 30, 2011
Balance at beginning of period	$	8,749,565
Loans purchased		1,349,222
Charge-offs		(129,810	)
Principal collections and other		(859,564	)
Balance at end of period	$	9,109,413
Average finance receivables	$	8,926,612

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The average new loan size was $20,734 for the three months ended June 30, 2011. The average annual percentage rate for finance receivables purchased during the three months ended June 30, 2011 was 14.6%.

Leased Vehicles:

Leased vehicles were as follows (in thousands):

	Successor
	Three Months Ended June 30, 2011
Balance at beginning of period	$	331,596
Leased vehicles purchased		162,064
Leased vehicles returned - end of term		(5,829	)
Leased vehicles returned - default		(166	)
Manufacturer incentives		(19,125	)
Balance at end of period	$	468,540
Average leased vehicles, net	$	377,928

Net Margin:

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

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

	Successor
	Three Months Ended June 30, 2011
Finance charge income	$	290,916
Other income		38,969
Interest expense		(42,817	)
Net margin	$	287,068

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

	Successor
	Three Months Ended June 30, 2011
Finance charge income		13.1	%
Other income		1.7
Interest expense		(1.9	)
Net margin as a percentage of average finance receivables		12.9	%

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Revenue:

Finance charge income was $290.9 million for the three months ended June 30, 2011. The effective yield on our finance receivables was 13.1% for the three months ended June 30, 2011. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of our finance contracts due to amortization of finance receivables premium and finance receivables in nonaccrual status.

Other income consists of the following (in thousands):

	Successor
	Three Months Ended June 30, 2011
Leasing income	$	21,668
Investment income		406
Late fees and other income		16,895
	$	38,969

Costs and Expenses:

Operating Expenses

Operating expenses were $85.4 million for the three months ended June 30, 2011. Our operating expenses are predominately related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 75.4% of total operating expenses for the three months ended June 30, 2011.

Operating expenses as an annualized percentage of average finance receivables were 3.8% for the three months ended June 30, 2011.

Provision for Loan losses

Provisions for loan losses are charged to operations to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of post-acquisition finance receivables. The provision for loan losses recorded for the three months ended June 30, 2011 reflects inherent losses on receivables originated during the quarter and changes in the amount of inherent losses on post-acquisition receivables originated in prior periods. The provision for loan losses was $44.6 million for the three months ended June 30, 2011. As an annualized percentage of average post-acquisition finance receivables, the provision for loan losses was 2.0% for the three months ended June 30, 2011.

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Interest Expense

Interest expense was $42.8 million for the three months ended June 30, 2011. Interest expense was reduced by $21.4 million of amortization of the purchase accounting premium. Average debt outstanding was $7.5 billion for the three months ended June 30, 2011. Our effective rate of interest on our debt was 2.3% for the three months ended June 30, 2011.

Taxes

Our effective income tax rate was 33.5% for the three months ended June 30, 2011. The effective tax rate for the three months ended June 30, 2011 was impacted by adjustments to prior year tax positions.

Other Comprehensive Income:

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

	Successor
	Three Months Ended June 30, 2011
Unrealized losses on cash flow hedges	$	(1,015	)
Canadian currency translation adjustment		(27	)
Income tax provision		372
	$	(670	)

Cash Flow Hedges

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

	Successor
	Three Months Ended June 30, 2011
Unrealized losses related to changes in fair value	$	(1,736	)
Reclassification of net unrealized losses into earnings		721
	$	(1,015	)

Unrealized losses related to changes in fair value for the three months ended June 30, 2011 were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuate based upon changes in forward interest rate expectations.

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

Canadian Currency Translation Adjustment

Canadian currency translation adjustment losses of $27,000 for the three months ended June 30, 2011 were included in other comprehensive income. The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the three months ended June 30, 2011.

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Three Months Ended June 30, 2010 (Predecessor)

Finance Receivables:

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

	Predecessor
	Three Months Ended June 30, 2010
Balance at beginning of period	$	8,810,374
Loans purchased		906,097
Charge-offs		(198,569	)
Principal collections and other		(784,384	)
Balance at end of period	$	8,733,518
Average finance receivables	$	8,794,764

The average new loan size was $18,859 for the three months ended June 30, 2010. The average annual percentage rate for finance receivables purchased during the three months ended June 30, 2010 was 16.0%.

Net Margin:

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

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

	Predecessor
	Three Months Ended June 30, 2010
Finance charge income	$	338,531
Other income		23,142
Interest expense		(98,730	)
Net margin	$	262,943

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

	Predecessor
	Three Months Ended June 30, 2010
Finance charge income		15.4	%
Other income		1.1
Interest expense		(4.5	)
Net margin as a percentage of average finance receivables		12.0	%

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Revenue:

Finance charge income was $338.5 million for the three months ended June 30, 2010. The effective yield on our finance receivables was 15.4% for the three months ended June 30, 2010. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of our finance contracts due to finance receivables in nonaccrual status.

Other income consists of the following (in thousands):

	Predecessor
	Three Months Ended June 30, 2010
Leasing income	$	10,519
Investment income		12,029
Late fees and other income		594
	$	23,142

Costs and Expenses:

Operating Expenses

Operating expenses were $68.3 million for the three months ended June 30, 2010. Our operating expenses are predominately related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 77.0% of total operating expenses for the three months ended June 30, 2010.

Operating expenses as an annualized percentage of average finance receivables were 3.1% for the three months ended June 30, 2010.

Provision for Loan losses

Provisions for loan losses are charged to operations to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the three months ended June 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 $49.3 million for the three months ended June 30, 2010. As an annualized percentage of average finance receivables, the provision for loan losses was 2.2% for the three months ended June 30, 2010.

Interest Expense

Interest expense was $98.7 million for the three months ended June 30, 2010. Average debt outstanding was $7.3 billion for the three months ended June 30,

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2010. Our effective rate of interest on our debt was 5.4% for the three months ended June 30, 2010.

Taxes

Our effective income tax rate was 38.5% for the three months ended June 30, 2010.

Other Comprehensive Income:

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

	Predecessor
	Three Months Ended June 30, 2010
Unrealized gains on cash flow hedges	$	9,064
Canadian currency translation adjustment		(2,826	)
Income tax provision		(2,137	)
	$	4,101

Cash Flow Hedges

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

	Predecessor
	Three Months Ended June 30, 2010
Unrealized losses related to changes in fair value	$	(7,132	)
Reclassification of net unrealized losses into earnings		16,196
	$	9,064

Unrealized losses related to changes in fair value for the three months ended June 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.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment losses of $2.8 million for the three months ended June 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 conversion rates during the three months ended June 30, 2010.

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Six Months Ended June 30, 2011 (Successor)

Finance Receivables:

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

	Successor
	Six Months Ended June 30, 2011
Balance at beginning of period	$	8,647,901
Loans purchased		2,487,143
Charge-offs		(313,447	)
Principal collections and other		(1,712,184	)
Balance at end of period	$	9,109,413
Average finance receivables	$	8,797,154

The average new loan size was $20,071 for the six months ended June 30, 2011. The average annual percentage rate for finance receivables purchased during the six months ended June 30, 2011 was 14.9%.

Leased Vehicles:

Leased vehicles were as follows (in thousands):

	Predecessor
	Six Months Ended June 30, 2011
Balance at beginning of period	$	51,515
Leased vehicles purchased		499,431
Leased vehicles returned - end of term		(13,647	)
Leased vehicles returned - default		(382	)
Manufacturer incentives		(68,377	)
Balance at end of period	$	468,540
Average leased vehicles, net	$	243,105

Net Margin:

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

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

	Successor
	Six Months Ended June 30, 2011
Finance charge income	$	558,762
Other income		66,290
Interest expense		(83,434	)
Net margin	$	541,618

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

	Successor
	Six Months Ended June 30, 2011
Finance charge income		12.8	%
Other income		1.5
Interest expense		(1.9	)
Net margin as a percentage of average finance receivables		12.4	%

Revenue:

Finance charge income was $558.8 million for the six months ended June 30, 2011. The effective yield on our finance receivables was 12.8% for the six months ended June 30, 2011. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of our finance contracts due to amortization of finance receivables premium and finance receivables in nonaccrual status.

Other income consists of the following (in thousands):

	Successor
	Six Months Ended June 30, 2011
Leasing income	$	33,735
Investment income		864
Late fees and other income		31,691
	$	66,290

Costs and Expenses:

Operating Expenses

Operating expenses were $161.8 million for the six months ended June 30, 2011. Our operating expenses are predominately related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 74.7% of total operating expenses for the six months ended June 30, 2011.

Operating expenses as an annualized percentage of average finance receivables were 3.7% for the six months ended June 30, 2011.

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Provision for Loan losses

Provisions for loan losses are charged to operations to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of post-acquisition finance receivables. The provision for loan losses recorded for the six months ended June 30, 2011 reflects inherent losses on receivables originated during the period and changes in the amount of inherent losses on post-acquisition receivables originated in prior periods. The provision for loan losses was $84.0 million for the six months ended June 30, 2011. As an annualized percentage of average post-acquisition finance receivables, the provision for loan losses was 1.9% for the six months ended June 30, 2011.

Interest Expense

Interest expense was $83.4 million for the six months ended June 30, 2011. Interest expense was reduced by $44.2 million of amortization of the purchase accounting premium. Average debt outstanding was $7.3 billion for the six months ended June 30, 2011. Our effective rate of interest on our debt was 2.3% for the six months ended June 30, 2011.

Taxes

Our effective income tax rate was 36.9% for the six months ended June 30, 2011. The effective tax rate for the six months ended June 30, 2011 was impacted by adjustments to prior year tax positions.

Other Comprehensive Income:

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

	Successor
	Six Months Ended June 30, 2011
Unrealized gains on cash flow hedges	$	147
Canadian currency translation adjustment		1,184
Income tax provision		(54	)
	$	1,277

Cash Flow Hedges

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

	Successor
	Six Months Ended June 30, 2011
Unrealized losses related to changes in fair value	$	(852	)
Reclassification of net unrealized losses into earnings		999
	$	147

Unrealized losses related to changes in fair value for the six months ended June 30, 2011 were due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes.

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The fair value of the interest rate swap agreements fluctuate based upon changes in forward interest rate expectations.

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

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $1.2 million for the six months ended June 30, 2011 were included in other comprehensive income. The translation adjustment is due to the change in the value of our Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the six months ended June 30, 2011.

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Six Months Ended June 30, 2010 (Predecessor)

Finance Receivables:

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

	Predecessor
	Six Months Ended June 30, 2010
Balance at beginning of period	$	9,304,976
Loans purchased		1,529,952
Charge-offs		(512,721	)
Principal collections and other		(1,588,689	)
Balance at end of period	$	8,733,518
Average finance receivables	$	8,918,215

The average new loan size was $18,461 for the six months ended June 30, 2010. The average annual percentage rate for finance receivables purchased during the six months ended June 30, 2010 was 16.4%.

Net Margin:

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

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

	Predecessor
	Six Months Ended June 30,  2010
Finance charge income	$	678,423
Other income		44,355
Interest expense		(205,314	)
Net margin	$	517,464

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

	Predecessor
	Six Months Ended June 30, 2010
Finance charge income		15.3	%
Other income		1.0
Interest expense		(4.6	)
Net margin as a percentage of average finance receivables		11.7	%

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Revenue:

Finance charge income was $678.4 million for the six months ended June 30, 2010. The effective yield on our finance receivables was 15.3% for the six months ended June 30, 2010. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of our finance contracts due to finance receivables in nonaccrual status.

Other income consists of the following (in thousands):

	Predecessor
	Six Months Ended June 30, 2010
Leasing income	$	21,545
Investment income		1,363
Late fees and other income		21,447
	$	44,355

Costs and Expenses:

Operating Expenses

Operating expenses were $143.5 million for the six months ended June 30, 2010. Our operating expenses are predominately related to personnel costs that include base salary and wages, performance incentives and benefits as well as related employment taxes. Personnel costs represented 76.9% of total operating expenses for the six months ended June 30, 2010.

Operating expenses as an annualized percentage of average finance receivables were 3.2% for the six months ended June 30, 2010.

Provision for Loan losses

Provisions for loan losses are charged to operations to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the six months ended June 30, 2010 reflects inherent losses on receivables originated during the period and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses was $123.9 million for the six months ended June 30, 2010. As an annualized percentage of average finance receivables, the provision for loan losses was 2.8% for the six months ended June 30, 2010.

Interest Expense

Interest expense was $205.3 million for the six months ended June 30, 2010. Average debt outstanding was $7.4 billion for the six months ended June 30,

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2010. Our effective rate of interest on our debt was 5.6% for the six months ended June 30, 2010.

Taxes

Our effective income tax rate was 36.7% for the six months ended June 30, 2010.

Other Comprehensive Income:

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

	Predecessor
	Six Months Ended June 30, 2010
Unrealized gains on cash flow hedges	$	18,808
Canadian currency translation adjustment		(38	)
Income tax provision		(6,690	)
	$	12,080

Cash Flow Hedges

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

	Predecessor
	Six Months Ended June 30, 2010
Unrealized losses related to changes in fair value	$	(16,625	)
Reclassification of net unrealized losses into earnings		35,433
	$	18,808

Unrealized losses related to changes in fair value for the six months ended June 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.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment losses of $38,000 for the six months ended June 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 conversion rates during the six months ended June 30, 2010.

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CREDIT QUALITY

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 receivables portfolio (dollars in thousands):

	Successor
	June 30, 2011			December 31, 2010
Pre-acquisition finance receivables	$	5,886,828		$	7,724,188
Finance receivables premium		109,206			423,556
Non-accretable pre-acquisition discount		(524,077	)		(847,781	)
Post-acquisition finance receivables		3,222,584			923,713
Allowance for loan losses		(107,526	)		(26,352	)
Receivables, net	$	8,587,015		$	8,197,324
Number of outstanding contracts		727,698			757,148
Average carrying amount of outstanding contract (in dollars)	$	12,518		$	11,422
Allowance for loan losses as a percentage of post-acquisition receivables		3.3	%		2.9	%
Non-accretable pre-acquisition discount as a percentage of pre-acquisition receivables		8.9	%		11.0	%

Delinquency

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

	Successor					Predecessor
	June 30, 2011					June 30, 2010
	Amount		Percent			Amount		Percent
Delinquent contracts:
31 to 60 days	$	397,792		4.4	%	$	542,655		6.2	%
Greater-than-60 days		157,845		1.7			230,780		2.7
		555,637		6.1			773,435		8.9
In repossession		23,387		0.3			31,457		0.4
	$	579,024		6.4	%	$	804,892		9.3	%

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

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Delinquencies in finance receivables have generally trended downward since early calendar year 2009 as a result of the favorable credit performance of loans originated since early calendar year 2008 and stabilization of economic conditions.

Deferrals

In accordance with our policies and guidelines, we, at times, offer payment deferrals to consumers whereby the consumer is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred, except where state law provides for a lesser amount). Our policies and guidelines limit the number and frequency of deferments that may be granted. Additionally, we generally limit the granting of deferments on new accounts until a requisite number of payments have been received. Due to the nature of our customer base and policies and guidelines of the deferral program, approximately 50% to 60% of accounts historically comprising the portfolio receive a deferral at some point in the life of the account.

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

Contracts receiving a payment deferral as an average quarterly percentage of average finance receivables outstanding were 4.9% and 5.8% for the three months ended June 30, 2011 and 2010, and 5.1% and 6.4% for the six months ended June 30, 2011 and 2010, respectively. Deferment levels have generally trended down since early calendar year 2009 as a result of the stabilization of economic conditions.

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

	Successor
	June 30, 2011			December 31, 2010
Never deferred		76.4	%		71.9	%
Deferred:
1-2 times		15.5			18.5
3-4 times		8.0			9.5
Greater than 4 times		0.1			0.1
Total deferred		23.6			28.1
Total		100.0	%		100.0	%

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

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Changes in deferment levels do not have a direct impact on the ultimate amount of finance receivables charged off by us. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios and loss confirmation periods used in the determination of the adequacy of our allowance for loan losses are also impacted. Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the loan portfolio and therefore increase the allowance for loan losses and related provision for loan losses. Changes in these ratios and periods are considered in determining the appropriate level of allowance for loan losses and related provision for loan losses.

Charge-offs

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

	Successor						Predecessor
	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
	June 30, 2011						June 30, 2010
Repossession charge-offs	$	133,966		$	325,221		$	204,352		$	528,685
Less: Recoveries		(75,550	)		(174,351	)		(99,304	)		(245,063	)
Mandatory charge-offs (a)		(4,156	)		(11,774	)		(5,783	)		(15,964	)
Net charge-offs	$	54,260		$	139,096		$	99,265		$	267,658
Net charge-offs as an annualized percentage of average receivables:		2.4	%		3.2	%		4.5	%		6.1	%
Recoveries as a percentage of gross repossession charge-offs:		56.4	%		53.6	%		48.6	%		46.4	%

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

Net charge-offs as an annualized percentage of average finance receivables outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic factors. Net charge-offs have generally trended down since early calendar year 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.

Leased Vehicles

We primarily provide funding for leased vehicles to prime quality customers, and, therefore, anticipate a corresponding low level of delinquencies and charge-offs.

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At June 30, 2011, 99.8% of our leases were current with respect to payment status.

LIQUIDITY AND CAPITAL RESOURCES

General

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

We used cash of $2.5 billion and $1.5 billion for the purchase of finance receivables during the six months ended June 30, 2011 and 2010, respectively. We used cash of $0.4 billion for the purchase of leased vehicles during the six months ended June 30, 2011. These purchases were funded initially utilizing cash and borrowings on our credit facilities and our strategy is to subsequently obtain long-term financing for finance receivables and leased vehicles through securitization transactions.

Liquidity

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

	Successor
	June 30, 2011		December 31, 2010
Cash and cash equivalents	$	525,728	$	194,554
Borrowing capacity on unpledged eligible assets		675,044		272,257
Borrowing capacity on GM revolving credit facility		300,000		300,000
Total	$	1,500,772	$	766,811

The increase in our available liquidity at June 30, 2011 is a result of proceeds from the issuance of $500 million of senior notes as well as proceeds from the issuance of $2.75 billion of securitization notes payable during the six months ended June 30, 2011.

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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 June 30, 2011, credit facilities consists of the following (in millions):

Facility Type	Facility Amount		Advances Outstanding
Syndicated warehouse facility (a)	$	2,000.0
Lease warehouse facility – U.S. (b)		600.0
GM revolving credit facility (c)		300.0
Medium term note facility (d)			$	385,081
Wachovia funding facilities (e)				37,675
			$	422,756

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

(b) In January 2012 when the revolving period ends and if the facility is not renewed, the outstanding balance will be repaid over time based on the amortization of the leasing related assets pledged until July 2017 when any remaining amount outstanding will be due and payable.

(c) On March 31, 2011, we renewed the unsecured revolving credit facility with GM Holdings, with a maturity date of September 30, 2011.

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

(e) Advances under the Wachovia funding facilities are currently secured by $39.4 million of asset-backed securities issued in the AmeriCredit Automobile Receivables Trust (“AMCAR”) 2008-1 securitization transaction. These facilities are amortizing in accordance with the underlying securitization transaction.

In July 2011, our subsidiary, GM Financial Canada Leasing Ltd. (“GM Financial Canada Leasing”), established a revolving warehouse credit facility under which GM Financial Canada Leasing may borrow up to C$600 million, which is collateralized by certain automobile lease agreements and the related leased vehicles originated by FinanciaLinx. The commitment termination date is July 13, 2012.

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

Facility Type	Weighted Average Interest Rate			Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility		1.67	%	$	346,493	$	826,859
Lease warehouse facility – U.S.		1.58	%		78,656		182,749

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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 and lease warehouse facilities during the six months ended June 30, 2011 (dollars in thousands):

Facility Type	Weighted Average Interest Rate			Average Amount Outstanding		Maximum Amount Outstanding
Syndicated warehouse facility		1.66	%	$	352,466	$	826,859
Lease warehouse facility – U.S.		1.60	%		48,453		182,749

We are required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under certain of our facilities. Additionally, our credit facilities, other than the GM revolving credit facility, contain various covenants requiring minimum financial ratios, asset quality and portfolio performance ratios (portfolio net loss and delinquency ratios, and pool level cumulative net loss ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements, restrict our ability to obtain additional borrowings under these agreements and/or remove us as servicer. As of June 30, 2011, we were in compliance with all covenants in our credit facilities.

Securitizations

We have completed 76 securitization transactions through June 30, 2011, excluding securitization Trusts entered into by Bay View Acceptance Corporation (“BVAC”) and Long Beach Acceptance Corporation (“LBAC”) prior to their acquisition by us. The proceeds from the transactions were primarily used to repay borrowings outstanding under our credit facilities.

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

Transaction	Date		Original Amount		Balance at June 30, 2011
2006-R-M		May 2006	$	1,200.0	$	109.7
2007-A-X		January 2007		1,200.0		143.1
2007-B-F		April 2007		1,500.0		216.6
2007-1		May 2007		1,000.0		132.4
2007-C-M		July 2007		1,500.0		269.7
2007-D-F		September 2007		1,000.0		198.7
2007-2-M (APRART)		October 2007		1,000.0		197.0
2008-A-F		May 2008		750.0		201.0
2008-1 (a)		October 2008		500.0		32.9
2008-2		November 2008		500.0		76.9
2009-1		July 2009		725.0		289.0
2009-1 (APART)		October 2009		227.5		99.9
2010-1		February 2010		600.0		334.2
2010-A		March 2010		200.0		125.1
2010-2		May 2010		600.0		376.7
2010-B		August 2010		200.0		144.7
2010-3		September 2010		850.0		652.4
2010-4		November 2010		700.0		525.6
2011-1		January 2011		800.0		697.4
2011-2		April 2011		950.0		891.2
2011-3		June 2011		1,000.0		999.9
BV2005-LJ-2 (b)		July 2005		185.6		3.2
BV2005-3		December 2005		220.1		8.8
LB2006-B		September 2006		500.0		36.4
LB2007-A		March 2007		486.0		53.6
Total active securitizations			$	18,394.2	$	6,816.1
Purchase accounting premium						64.7
					$	6,880.8

(a) Note balance does not include $39.4 million of asset-backed securities pledged to the Wachovia funding facilities.

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

Our securitizations utilize special purpose entities which are also VIE’s that meet the requirements to be consolidated in our financial statements. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheets. Finance receivables are transferred to a securitization Trust, which is one of our special purpose finance subsidiaries, and the Trusts issue one or more series of asset-backed securities (securitization notes payable). While these Trusts are included in our consolidated financial statements, these Trusts are separate legal entities; thus the finance receivables and other assets held by these Trusts are legally owned by these Trusts, are available to satisfy the related securitization notes payable and are not available to our creditors or our other subsidiaries.

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

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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 distributed to us. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also distributed to us.

Since the second half of 2008, we have primarily utilized senior subordinated securitization structures which involve the sale of subordinated asset-backed securities to provide credit enhancement for the senior, or highest rated, asset-backed securities. In June 2011, we closed a $1.0 billion senior subordinated securitization transaction, AMCAR 2011-3, that has initial cash deposit and overcollateralization requirements of 7.75% in order to provide credit enhancement for the asset-backed securities sold, including the double-B rated securities which were the lowest rated securities sold. The level of credit enhancement in future senior subordinated securitizations will depend, in part, on the net interest margin, collateral characteristics, and credit performance trends of the receivables transferred, as well as our financial condition, the economic environment and our ability to sell subordinated bonds at rates we consider acceptable.

The second type of securitization structure we have utilized involves the purchase of a financial guaranty insurance policy issued by an insurer. The financial guaranty insurance policies insure the timely payment of interest and the ultimate payment of principal due on the asset-backed securities. We have limited reimbursement obligations to the insurers; however, credit enhancement requirements, including the insurers’ encumbrance of certain restricted cash accounts and subordinated interests in Trusts, provide a source of funds to cover shortfalls in collections and to reimburse the insurers for any claims which may be made under the policies issued with respect to our securitizations. Since our securitization program’s inception, there have been no claims under any insurance policies. We do not anticipate utilizing this structure for the foreseeable future.

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

	Successor		Predecessor
	Six Months Ended June 30, 2011		Six Months Ended June 30, 2010
Initial credit enhancement deposits:
Restricted cash	$	58,356	$	31,355
Overcollateralization		167,788		167,762
Distributions		434,256		294,526

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The agreements with the insurers of our securitization transactions covered by a financial guaranty insurance policy provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased. We have exceeded certain of these ratios in several AMCAR and LBAC securitizations. Excess cash flows from these Trusts have been or are being used to build higher credit enhancement in each respective Trust instead of being distributed to us. We do not expect the trapping of excess cash flows from these Trusts to have a material adverse impact on our liquidity.

The agreements that we have entered into with our financial guaranty insurance providers in connection with securitization transactions insured by them contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss) that are higher than the limits referred to above. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured Trust were to exceed these additional levels, provisions of the agreements permit the financial guaranty insurance providers to declare the occurrence of an event of default and take steps to terminate our servicing rights to the receivables sold to that Trust. In addition, the servicing agreements on certain insured securitization Trusts are cross-defaulted so that a default declared under one servicing agreement would allow the financial guaranty insurance provider to terminate our servicing rights under all servicing agreements for securitization Trusts in which they issued a financial guaranty insurance policy. Additionally, if these higher targeted portfolio performance levels were exceeded and the financial guaranty insurance providers elect to declare an event of default, the insurance providers may retain all excess cash generated by other securitization transactions insured by them as additional credit enhancement. This, in turn, could result in defaults under our other securitizations and other material indebtedness, including under our senior note and convertible note indentures. As of June 30, 2011, no such servicing right termination events have occurred with respect to any of the Trusts formed by us.

Recent Accounting Pronouncements

In April 2011, Accounting Standards Update (“ASU”) (“2011-02”), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring was issued effective for interim and annual periods beginning on or after June 15, 2011. ASU 2011-02 provides evaluation criteria for whether a restructuring constitutes a troubled debt restructuring. Additional disclosures around the nature and extent of modified finance receivables and their effect on the allowance for loan losses may be required under ASU 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses for finance receivables meeting the definition of a troubled debt restructuring in ASU 2011-02. The adoption of ASU 2011-02

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will not have an impact on our consolidated financial position, results of operations and cash flows.

In May 2011, ASU (“2011-04”) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, was issued effective for interim and annual periods beginning on or after December 15, 2011. The adoption of ASU 2011-04 gives fair value the same meaning between U.S. generally accepted accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRSs”), and improves consistency of disclosures relating to fair value. We are currently evaluating the impact that 2011-04 will have on our consolidated financial position, results of operations and cash flows.

INTEREST RATE RISK

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

Credit Facilities

Finance receivables 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” rate. The purchaser of the interest rate cap agreement bears no obligation or liability if interest rates fall below the “cap” rate. As part of our interest rate risk management strategy and when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid by our special purpose finance subsidiary to purchase the interest rate cap agreement and thus retain the interest rate risk. The fair value of the interest rate cap agreement purchased by the special purpose finance subsidiary is included in other assets and the fair value of the interest rate cap agreement sold by us is included in other liabilities on our consolidated balance sheets.

Securitizations

The interest rate demanded by investors in our securitization transactions depends on prevailing market interest rates for comparable transactions and the

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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 finance receivables to securitization Trusts.

In our securitization transactions, we transfer fixed rate finance receivables to Trusts that, in turn, sell either fixed rate or floating rate securities to investors. The fixed rates on securities issued by the Trusts are indexed to market interest rate swap spreads for transactions of similar duration or various London Interbank Offered Rates (“LIBOR”) and do not fluctuate during the term of the securitization. The floating rates on securities issued by the Trusts are indexed to LIBOR and fluctuate periodically based on movements in LIBOR. Derivative financial instruments, such as interest rate swap and cap agreements, are used to manage the gross interest rate spread on these transactions. We use interest rate swap agreements to convert the variable rate exposures on securities issued by our securitization Trusts to a fixed rate, thereby locking in the gross interest rate spread to be earned by us over the life of a securitization. Interest rate swap agreements purchased by us do not impact the amount of cash flows to be received by holders of the asset-backed securities issued by the Trusts. The interest rate swap agreements serve to offset the impact of increased or decreased interest paid by the Trusts on floating rate asset-backed securities on the cash flows to be received by us from the Trusts. We utilize such arrangements to modify our net interest sensitivity to levels deemed appropriate based on our risk tolerance. In circumstances where the interest rate risk is deemed to be tolerable, usually if the risk is less than one year in term at inception, we may choose not to hedge potential fluctuations in cash flows due to changes in interest rates. Our special purpose finance subsidiaries are contractually required to purchase a derivative financial instrument to protect the net spread in connection with the issuance of floating rate securities even if we choose not to hedge our future cash flows. Although the interest rate cap agreements are purchased by the Trusts, cash outflows from the Trusts ultimately impact our retained interests in the securitization transactions as cash expended by the securitization Trusts will decrease the ultimate amount of cash to be received by us. Therefore, when economically feasible, we may simultaneously sell a corresponding interest rate cap agreement to offset the premium paid by the Trust to purchase the interest rate cap agreement. The fair value of the interest rate cap agreements purchased by the special purpose finance subsidiaries in connection with securitization transactions are included in other assets and the fair value of the interest rate cap agreements sold by us are included in other liabilities on our consolidated balance sheets. Changes in the fair value of the interest rate cap agreements are reflected in interest expense on our consolidated statements of income and comprehensive income.

We have entered into interest rate swap agreements to hedge the variability in interest payments on eight of our active securitization transactions. Portions of these interest rate swap agreements are designated and qualify as cash flow hedges. The fair value of interest rate swap agreements designated as hedges is included in liabilities on the consolidated balance sheets. Interest rate

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swap agreements that are not designated as hedges are included in other assets on the consolidated balance sheets.

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

FORWARD LOOKING STATEMENTS

The preceding Management’s Discussion and Analysis of Financial Condition and Results of Operations section contains several “forward-looking statements.” Forward-looking statements are those that use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “may,” “likely,” “should,” “estimate,” “continue,” “future” or other comparable expressions. These words indicate future events and trends. Forward-looking statements are our current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by us. The most significant risks are detailed from time to time in our filings and reports with the Securities and Exchange Commission (the “Commission”) including our Transition Report on Form 10-KT for the six month period ended December 31, 2010. It is advisable not to place undue reliance on our forward-looking statements. We undertake no obligation to, and do not, publicly update or revise any forward-looking statements, except as required by federal securities laws, whether as a result of new information, future events or otherwise.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s

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rules and forms. Such controls include those designed to ensure that information for disclosure is communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

The CEO and CFO, with the participation of management, have evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2011. Based on their evaluation, they have concluded that the disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting

There were no changes made in our internal control over financial reporting during the three months ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations Inherent in all Controls

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

Part II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against us could take the form of class action complaints by consumers and/or former 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

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could have a material adverse affect on our financial condition, results of operations and cash flows.

On July 21, 2010, we entered into the Merger Agreement. The following litigation relates to the Merger:

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

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

The Hatfield Case and the Butler Case were consolidated for handling and the consolidated complaints were amended to seek damages. On January 7, 2011, the defendants filed a motion to dismiss the complaints, based on the court’s lack of subject matter jurisdiction over the consolidated case. On April 6, 2011, the Court entered an order granting the defendants’ motion and ordered that the consolidated case be dismissed with prejudice. On May 9, 2011, the plaintiffs filed a notice of appeal of the order of dismissal but on July 6, 2011 filed a motion to dismiss the appeal, which was granted by the Court of Appeals by order entered July 14, 2011. The dismissal of the consolidated case is now final.

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, the factors discussed in Part I, Item 1, “Risk Factors” in our Transition Report on Form 10-KT for the six month period ended December 31, 2010, should be carefully considered as these risk factors could materially affect our business,

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financial condition or future results. The risks described in our Transition Report on Form 10-KT are not the only risks facing us.

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.

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

Not Applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

Item 4. REMOVED AND RESERVED

Not Applicable

Item 5. OTHER INFORMATION

Not Applicable

Item 6. EXHIBITS

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

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SIGNATURE

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

		General Motors Financial Company, Inc.
		(Registrant)
Date: August 5, 2011	By:	/S/    CHRIS A. CHOATE
		(Signature)
		Chris A. Choate
		Executive Vice President,
		Chief Financial Officer and Treasurer

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