Edgar Filing: WORLD ACCEPTANCE CORP

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 11-K

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the fiscal year ended December 31, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _______________ to _____________

Commission file number: 0-19599

World Acceptance Corporation

Retirement Savings Plan

108 Frederick Street

Greenville, South Carolina 29607

(Full title of the plan and the address of the plan)

World Acceptance Corporation

108 Frederick Street

Greenville, South Carolina 29607

(Name of issuer of the securities held pursuant to the plan and the address of

its principal executive office)

(a)

The following financial statements and reports, which have been prepared pursuant to the requirements of the Employee Retirement Income Security Act of 1974, are filed as part of this Annual Report on Form 11-K:

Report of Independent Registered Public Accounting Firm

Financial Statements:

Statements of Net Assets Available for Benefits, December 31, 2009 and 2008

Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2009 and 2008

Notes to Financial Statements

Supplemental Schedule:

Schedule of Assets (Held at End of Year), December 31, 2009

(b)

The following Exhibits are filed as part of this Annual Report on Form 11-K:

Exhibit 23

Consent of Independent Registered Public Accounting Firm

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Financial Statements and Schedule

December 31, 2009 and 2008

(With Report of Independent Registered Public Accounting Firm Thereon)

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm		1
Financial Statements:
Statements of Net Assets Available for Benefits		2
Statements of Changes in Net Assets Available for Benefits		3
Notes to Financial Statements		4
Supplemental Schedule:
Schedule I – Schedule H, Line 4i – Schedule of Assets (Held at End of Year) December 31, 2009		13

Report of Independent Registered Public Accounting Firm

To the Plan Administrator

World Acceptance Corporation Retirement Savings Plan:

We have audited the accompanying statements of net assets available for benefits of World Acceptance Corporation Retirement Savings Plan (the Plan) as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of World Acceptance Corporation Retirement Savings Plan as of December 31, 2009 and 2008, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i- schedule of assets (held at end of year) as of December 31, 2009 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2009 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2009 financial statements taken as a whole.

/s/ KPMG LLP

Greenville, South Carolina

June 28, 2010

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Statements of Net Assets Available for Benefits

December 31, 2009 and 2008

	2009		2008
Assets:
Investments, at fair value
Money market funds	$	73,330	$	49,103
Pooled separate accounts		14,844,748		9,728,880
Common stock		1,731,457		883,766
Stable asset fund		6,380,553		5,708,864
Total investments		23,030,088		16,370,613

Receivables
Participant loans		1,562,235		1,163,665
Employer's contributions		98		88
Participants' contributions		143		211
Total receivables		1,562,476		1,163,964
Total assets		24,592,564		17,534,577
Liabilities:
Refund payable for excess contributions		75,363		37,769
Net assets available for benefits, before adjustment		24,517,201		17,496,808
Adjustment from fair value to contract value for fully benefit-
responsive investment contracts		148,926		163,656
Net assets available for benefits	$	24,666,127	$	17,660,464

See accompanying notes to financial statements.

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2009 and 2008

	2009		2008
Investment income (loss):
Net appreciation (depreciation) in fair value of investments	$	4,014,499	$	(6,255,311	)
Interest and dividend income		455,049		633,041
Total investment income (loss)		4,469,548		(5,622,270	)
Contributions:
Employer		1,051,459		1,110,721
Employee		2,492,003		2,746,251
Rollovers		4,884		22,321
Total contributions		3,548,346		3,879,293
		8,017,894		(1,742,977	)

Benefits paid to participants		1,012,231		1,605,144
Total deductions		1,012,231		1,605,144

Net increase (decrease) in net assets		7,005,663		(3,348,121	)
Net assets available for benefits at beginning of year		17,660,464		21,008,585
Net assets available for benefits at end of year	$	24,666,127	$	17,660,464

See accompanying notes to financial statements.

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2009 and 2008

(1)	Description of Plan

The following description of the World Acceptance Corporation Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.

(a)

General

The Plan, which was formed in February 1993, is a defined-contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). On January 1 and July 1 of each year, employees of World Acceptance Corporation (the Plan Sponsor or Employer), who meet certain eligibility requirements, may elect to become participants in the Plan. Reliance Trust Company is the Plan’s trustee. However, Reliance is only the custodian of the World Stock fund. The Standard Insurance Company (“Standard”) is the custodian of all other Plan assets.

(b)

Administrative Costs

Substantially all administrative costs of the Plan are paid by the Plan.

(c)

Contributions

The Plan provides for participant contributions on a pretax compensation reduction basis. Participants may elect to contribute to the Plan by deferring up to 100% of annual compensation up to specified maximum amounts. The Plan Sponsor matches specified percentages of employee contributions, as determined by the Employer’s board of directors. In applying the matching percentage, only employee contributions up to a maximum of 6% of compensation are eligible. The Plan Sponsor may also contribute a discretionary non-elective Employer contribution as determined annually by the board of directors.

The Plan adopted changes related to the Economic Growth and Tax Relief Reconciliation Act of 2001, which allows certain participants a $5,500 catch-up contribution in 2009 and a $5,000 catch-up contribution in 2008. Catch-up contributions totaled $51,158 in 2009 and $47,312 in 2008.

(d)

Participant Accounts

Each participant’s account is credited with the participant’s contribution and the Employer’s matching contribution. Discretionary Employer contributions are allocated to individual participant accounts based on the proportion of each participant’s annual compensation, as defined by the Plan, compared to the total annual compensation of all participants. Investment income is allocated to the individual participant accounts based on the proportion of each participant’s account balance compared to the total balance within each fund. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

(e)

Vesting

Participants are immediately vested in their voluntary contribution plus earnings thereon. Vesting of employer contributions is based on years of continuous service. A participant is 100% vested after six years of credited service, according to the following schedule:

	Percent of
	nonforfeitable
Years of service	interest
Less than 2		0	%
2		20	%
3		40	%
4		60	%
5		80	%
6 or more		100	%

Notwithstanding the aforementioned, upon reaching normal retirement age or upon death or disability, participants become 100% vested.

(f)

Investment Options

A participant may direct employee contributions in 1% increments in a variety of investment options. Participants may make changes in their investment elections at any time. Participants may change their deferral percentage no more than four times annually.

(g)

Participant Loans Receivable

The Plan allows participants to borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan transactions are treated as deductions from participant accounts and accounted for separately. Loan terms range from 1 to 5 years or up to 10 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest that are commensurate with local prevailing rates as determined quarterly by the Plan administrator.

(h)

Payment of Benefits

Participants are entitled to receive a distribution of their vested accounts upon the occurrence of retirement, death, total and permanent disability, or termination of employment for any other reason. Vested participants are also entitled to leave their benefits in the Plan until retirement. The method of payment is a lump-sum distribution.

(i)

Forfeitures

Forfeitures are used to reduce employer contributions to the Plan. Forfeitures used as a reduction of employer contributions were $52,373 and $51,472 in 2009 and 2008, respectively.

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2009 and 2008

(2)	Summary of Significant Accounting Policies

(a)

Basis of Presentation

The financial statements have been prepared on an accrual basis of accounting in accordance with U.S. generally accepted accounting principles.

(b)

Investments

At December 31, 2009 and 2008, the Plan’s investments included money market funds, pooled separate accounts, World Acceptance Corporation common stock and the Stable Asset Fund. Pooled separate accounts and World Acceptance Corporation common stock are stated at fair value based on the most current quoted market prices. The Stable Asset Fund represents a deposit administration contract. See Note 6 “Deposit Administration Contract” for a further description of this contract. Money market funds are stated at net asset value. Purchases and sales are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

As described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946-210, investment contracts held by a defined contribution plan are required to be reported at fair value with an additional line item showing an adjustment of fully benefit-responsive contracts from fair value to contract value.

(c)

Participant Loans Receivable

Participant loans are carried at their unpaid principal balance.

(d)

Contribution Refund

Refunds payable to participants at December 31, 2009 and 2008 were $75,363 and $37,769, respectively. These refunds were due to excess contributions, which were refunded to participants in 2010 for the year ended December 31, 2009 and in 2009 for the year ended December 31, 2008.

(e)

Payment of Benefits

Benefits are recorded when paid. On termination of service, a participant will become eligible to receive a lump-sum amount equal to the value of his or her vested account balance.

(f)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, and changes therein and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2009 and 2008

(g)

Investment Risk

The Plan provides for various pooled separate account investment options in stocks, bonds and fixed income securities, as well as direct common stock investments and a deposit administration contract. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

(h)

Reclassifications

Certain 2008 amounts have been reclassified to conform to 2009 presentation. As a result, there were no changes to net assets available for benefits or increase (decrease) in net assets.

(i)

Recent Accounting Pronouncements

The Plan adopted Accounting Standards Update (“ASU”) No. 2009-01, Topic 105 - Generally Accepted Accounting Principles - amendments based on - Statement of Financial Accounting Standards No. 168 - The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, which provides for the Codification to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“U.S. GAAP”). The Codification does not change U.S. GAAP, but combines all authoritative standards into a comprehensive, topically organized online database. The adoption impacted the Plan’s financial statement disclosures, as all references to authoritative accounting literature will be in accordance with the Codification.

The Plan adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820-10-65, which provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. This Codification section also includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of FASB ASC 820-10-65 did not have a material impact on the Plan’s financial statements.

The Plan adopted ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair Value, to provide guidance on measuring the fair value of liabilities under FASB ASC 820. The adoption did not have a material impact on the Plan’s financial statements.

The Plan adopted ASU No. 2009-12, Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which amends the guidance on measuring fair value under FASB ASC 820 to permit, as a practical expedient, an entity to measure the fair value of an investment within the scope of ASU 2009-12 on the basis of the net asset value per share of the investment. The adoption did not have a material impact on the Plan’s financial statements.

The Plan adopted FASB ASC 855-10, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. The adoption did not have a material impact on the Plan’s financial statements. See Note 10.

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2009 and 2008

The Plan adopted ASC No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements, which removes the requirement to disclose the date through which subsequent events have been evaluated. The adoption did not have a material impact on the Plan’s financial statements. See Note 10.

(3)	Plan Termination

Although it has not expressed any intent to do so, World Acceptance Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts.

(4)	Tax Status

The Plan has adopted a prototype plan designed by PFPC, Inc. The prototype plan obtained an opinion letter dated August 7, 2001, which states that the form of the plan identified as a prototype non-standardized profit sharing plan with CODA is acceptable under Section 401 of the Internal Revenue Code (the "Code") for use by employers for the benefit of their employees. The Plan has been amended since adopting the prototype plan, however, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code and believes that the Plan continues to qualify and to operate as designed.

(5)	Investments and Net Appreciation in Fair Value of Investments

The following presents individual investments at fair value that represent 5% or more of the Plan’s net assets:

	December 31,
	2009		2008

Stable Asset Fund II	$	6,380,553		5,708,864
Vanguard Extended Market Index Fund		2,159,042		1,380,313
Vanguard Morgan Growth Fund		2,106,694		1,319,933
Harbor International Instl Fund		2,054,308		1,405,808
Davis New York Venture Y Fund		1,909,517		1,245,295
World Acceptance Corp. common stock		1,731,457		883,766
Rainier Small/Mid Cap Eq Instl Fund		1,263,897		902,598
BlackRock LC Value I Fund		*		906,680

* The investment was less than 5% of the Plan’s net assets available for Plan benefits at December 31, 2009.

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2009 and 2008

During the years ended December 31, 2009 and 2008, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated and depreciated in value by $4,014,499 and $6,255,311, respectively, as follows:

	2009		2008

Pooled separate accounts	$	3,143,258		(6,141,577	)
Common Stock		871,241		(113,734	)
	$	4,014,499		(6,255,311	)

(6)	Deposit Administration Contract

The Stable Asset Fund II represents a deposit administration contract (Contract) entered into by the Plan with the Plan’s recordkeeper, Standard. Standard maintains the contributions in an unallocated fund, whose assets are invested with other assets in the general account of Standard. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by Standard. Participants may direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made under the Contract, plus earnings, less withdrawals and administrative expenses. There are no reserves against contract value for credit risk of Contract issuer or otherwise.

The contract crediting rate is established at the end of each quarter and is guaranteed for five years. Because the contract crediting rate is subject to reset at the end of each quarter at the current portfolio rate basis, the appropriate discount rate used in the calculation of the fair value equals the contract crediting rate. The effective annual crediting rate and yield for the Contract was approximately 3.5% and 3.7% for the years ending December 31, 2009 and 2008.

There are no events that limit the ability of the plan to withdraw contract value or otherwise transact at contract value with Standard as the contract issuer. Standard may defer any withdrawal request for 30 days after receipt of written notice of the withdrawal request, and may defer honoring any withdrawal request for any reasonable period if, due to the closing or other disruption of financial markets or exchanges, Standard is unable to prudently liquidate assets necessary to satisfy the request. A delay caused by market disruption is improbable of occurring. Standard may terminate the contract with 30 days advance written notice to the contract owner.

(7)	Related Party Transactions

Certain Plan assets are units of pooled separate accounts and deposit administration contracts managed by Standard. Standard is the Recordkeeper as defined by the Plan and therefore, these investment transactions qualify as party-in-interest transactions. The Recordkeeper receives investment and administrative fees as a result of these activities. Interest income of $228,367 and $184,504 was paid by the Recordkeeper to the Plan in 2009 and 2008. The Plan assets also include shares of World Acceptance Corporation common stock. World Acceptance Corporation is the Plan Sponsor, therefore, these investment transactions qualify as party-in-interest transactions. Investment in Company stock is participant directed.

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2009 and 2008

(8)

Fair Value

Effective January 1, 2008, the Plan adopted FASB ASC 820 (formerly known as Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements”) for all financial assets and liabilities disclosed at fair value in the financial statements on a recurring basis. FASB ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

o Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.

o Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in market that are less active.

o Level 3 – Unobservable inputs for assets or liabilities reflecting the reporting entity’s own assumptions.

The following tables sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2009 and 2008:

	Assets at Fair Value as of December 31, 2009
	Level 1		Level 2		Level 3		Total

Money market funds	$	73,330	$	-	$	-	$	73,330
Pooled separate accounts		-		14,844,748		-		14,844,748
Common stock		1,731,457		-		-		1,731,457
Stable asset fund		-		-		6,380,553		6,380,553
Total investments - fair value	$	1,804,787	$	14,844,748	$	6,380,553	$	23,030,088

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2009 and 2008

	Assets at Fair Value as of December 31, 2008
	Level 1		Level 2		Level 3		Total

Money market funds	$	49,103	$	-	$	-	$	49,103
Pooled separate accounts		-		9,728,880		-		9,728,880
Common stock		883,766		-		-		883,766
Stable asset fund		-		-		5,708,864		5,708,864
Total investments - fair value	$	932,869	$	9,728,880	$	5,708,864	$	16,370,613

The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the years ended December 31, 2009 and 2008:

	Level 3 Assets		Level 3 Assets
	Year Ended December 31, 2009		Year Ended December 31, 2008
	Stable Asset Fund		Stable Asset Fund

Balance, beginning of the year	$	5,708,864	$	4,288,852
Interest		228,367		184,504
Unrealized gain/(loss) related to instruments still held at the reporting date		14,729		(49,226	)
Purchases, sales, issuance, and settlements (net)		428,593		1,284,734
Balance, end of year	$	6,380,553	$	5,708,864

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2009.

Money market funds: Stated at net asset value, which the Plan considers a practical expedient to fair value.

Pooled separate accounts: Valued at the net asset value based principally on quoted market price.

Common stock: Valued at its quoted market price.

Stable asset fund: Stated at fair value based on interest rate forecasts for the investments underlying the contract.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2009 and 2008

(9)

Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2009 and 2008 to Form 5500:

	2009			2008
Net assets available for benefits per the financial statements	$	24,666,127		$	17,660,464
Less: Adjustment to fair value for fully benefit-responsive investment contracts		(148,926	)		(163,656	)
Net assets available for benefits per the Form 5500	$	24,517,201		$	17,496,808

The following is a reconciliation of investment income per the financial statements to the Form 5500:

	2009		2008
Total investment income (loss) per the financial statements	$	4,469,548	$	(5,622,270	)
Change in adjustment to fair value for fully benefit-responsive investment contracts		14,730		(49,226	)
Total investment income (loss) per the Form 5500	$	4,484,278	$	(5,671,496	)

(10)

Subsequent Events

The Plan performed an evaluation of subsequent events through the date these financial statements were issued and determined that no events required disclosure.

Schedule 1

WORLD ACCEPTANCE CORPORATION

RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2009

(a)

(b)

Party

Identity of issue,

including maturity date, rate of

(e)

in-

borrower, lessor,

interest, collateral,

(d)

Current

interest

or similar party

par or maturity value

Cost

value

Money Market Funds:

Fidelity

Fidelity Institutional Money Market FDS T

73,330

Pooled separate accounts:

Standard Insurance Company

Separate Account A GE Strategic Investment Y

299,616

Standard Insurance Company

Separate Account A Harbor Bond Instl

700,366

Standard Insurance Company

Separate Account A BlackRock LC Value I

1,155,854

Standard Insurance Company

Separate Account A Davis New York Venture Y

1,909,517

Standard Insurance Company

Separate Account A Vanguard 500 Index Signal

387,079

Standard Insurance Company

Separate Account A Goldman Sachs Mid Cap Value I

917,448

Standard Insurance Company

Separate Account A Vanguard Morgan Growth Adml

2,106,694

Standard Insurance Company

Separate Account A Vanguard Extended Market Index

2,159,042

Standard Insurance Company

Separate Account A Rainier Small/Mid Cap Eq Instl

1,263,897

Standard Insurance Company

Separate Account A Allianz NFJ Small Cap Value

1,046,131

Standard Insurance Company

Separate Account A Jennison Small Company Z

216,172

Standard Insurance Company

Separate Account A Penn Mutual Investments

277,381

Standard Insurance Company

Separate Account A Oppenheimer Global Y

351,243

Standard Insurance Company

Separate Account A Harbor International Instl

2,054,308

Participant Loans

Interest rates from 3.25% to 8.25% and maturity dates through October 31, 2019

0.00

1,562,235

Common Stock:

World Acceptance Corporation

Common stock, no par value (quoted at fair value)

1,731,457

Deposit Administration Contract:

Standard Insurance Company

Stable Asset Fund II

6,380,553

Total

24,592,323

* Indicates party-in-interest to the Plan.

** Cost information has not been included in column (d) because all investments are participant-directed.

See accompanying report of independent registered public accounting firm.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the World Acceptance Corporation Retirement Savings Plan Advisory Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	WORLD ACCEPTANCE CORPORATION

	RETIREMENT SAVINGS PLAN

	By:	World Acceptance Corporation Retirement

		Savings Plan Advisory Committee

Date: June 28, 2010	By:	/s/ A. Alexander McLean, III
		A. Alexander McLean, III, Committee Member,
		Chairman and Chief Executive Officer

	By:	/s/ Kelly M. Malson
		Kelly M. Malson, Committee Member, Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Document

23		Consent of KPMG LLP