9¹/4% 1/4% Senior Notes due 2009/Guarantee of 9¹/4% 1/4% Senior Notes due 2009

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. Yesx No¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form ~~10-K~~10-K/A or any amendment to this Form ~~10-K.~~ 10-K/A.¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨ Nox

The aggregate market value of 83,342,499 shares of the Registrant’s Common Stock held by non-affiliates based upon the closing price of the Registrant’s Common Stock on the New York Stock Exchange on December 31, 2004, was approximately $2,037,724,101. For purposes of this computation, all executive officers, directors and 5 percent beneficial owners of the Registrant are deemed to be affiliates. Such determination should not be deemed an admission that such executive officers, directors and beneficial owners are, in fact, affiliates of the Registrant.

There were 139,500,835 shares of Common Stock, $0.01 par value, outstanding as of September 9, 2005.

The Registrant’s definitive Proxy Statement pertaining to the 2005 Annual Meeting of Shareholders (“Proxy Statement”) filed pursuant to Regulation 14A is incorporated herein by reference into Part III.

AmeriCredit Corp. (the “Company”) hereby amends the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, filed with the Securities and Exchange Commission on September 12, 2005.

This amendment is being filed to reflect the restatement of the Company’s consolidated statements of cash flows, as discussed in Note 2 contained herein, and other information related to such restated financial information. Except for Items 8 and 9A of Part II, no other information included in the original report on Form 10-K is amended by this Form 10-K/A.

traditional automobile financing sources, the Company generally charges higher interest rates than those charged by traditional financing sources. As the Company provides financing in a relatively high risk market, the Company also expects to sustain a higher level of credit losses than traditional automobile financing sources.

Marketing. As an indirect lender, the Company focuses its marketing activities on automobile dealerships. The Company is selective in choosing the dealers with whom it conducts business and primarily pursues manufacturer franchised dealerships with used car operations and select independent dealerships. The Company prefers to finance later model, low mileage used vehicles and moderately priced new vehicles. Of the contracts purchased by the Company during fiscal 2005, approximately 97% were originated by manufacturer franchised dealers and 3% by select independent dealers; further, approximately 67% were used vehicles and 33% were new vehicles. The Company purchased contracts from 14,875 dealers during fiscal 2005. No dealer location accounted for more than 1% of the total volume of contracts purchased by the Company for that same period.

Prior to entering into a relationship with a dealer, the Company considers the dealer’s operating history and reputation in the marketplace. The Company then maintains a non-exclusive relationship with the dealer. This relationship is actively monitored with the objective of maximizing the volume of applications received from the dealer that meet the Company’s underwriting standards and profitability objectives. Due to the non-exclusive nature of the Company’s relationships with dealerships, the dealerships retain discretion to determine whether to obtain financing from the Company or from another source for a loan made by the dealership to a customer seeking to make

a vehicle purchase. Company representatives regularly contact and visit dealers to solicit new business and to answer any questions dealers may have regarding the Company’s financing programs and capabilities and to explain the Company’s underwriting philosophy. To increase the effectiveness of these contacts, marketing personnel have access to the Company’s management information systems which detail current information regarding the number of applications submitted by a dealership, the Company’s response and the reasons why a particular application was rejected.

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

Branch Office Network and Dealer Relationship Managers. The Company primarily uses a branch office network to market its indirect financing programs to selected dealers, develop relationships with these dealers and underwrite contracts submitted by the dealerships. Branch office and marketing personnel are responsible for the solicitation, enrollment and education of dealers regarding the Company’s financing programs. The Company believes a local presence enables it to be more responsive to dealer concerns and local market conditions. The Company selects markets for branch office locations based upon numerous factors, including demographic trends and data, competitive conditions, regulatory environment and availability of qualified personnel. Branch offices are typically situated in suburban office buildings that are accessible to local dealers. In addition to the branch office network, the Company uses dealer relationship managers to market its indirect financing programs to dealers in geographic areas where the Company has elected to not locate a branch office and to supplement application solicitation in geographic areas with an existing branch office. These dealer relationship managers maintain the Company’s relationship with these dealers, but generally do not have responsibility for credit approvals. Finance contracts solicited by the dealer relationship managers are underwritten at a branch office or at the Company’s central loan purchasing office, the National Service Center.

Each branch office solicits dealers for contracts and maintains the Company’s relationship with the dealers in the geographic vicinity of that branch office. Branch office locations are typically staffed by a branch manager, an assistant manager and several dealer and customer service representatives. Larger branch offices may also have additional assistant managers or dealer marketing representatives. The Company believes that the personal relationships its branch managers, other branch personnel and dealer relationship managers establish with the dealership staff are an important factor in creating and maintaining productive relationships with the Company’s dealer customer base. Branch managers are compensated with base salaries and incentives based on overall branch performance, including factors such as branch loan credit quality, loan pricing adequacy and loan volume objectives. The dealer relationship managers are compensated with base salaries and incentives based on loan volume objectives. The dealer relationship managers report to a branch manager. The branch managers report to regional vice presidents.

The Company’s regional vice presidents monitor branch office compliance with the Company’s underwriting guidelines and assist in local branch marketing activities. The Company’s management information systems provide the regional vice presidents with access to credit application information enabling them to consult with the branch managers on credit decisions and review exceptions to the Company’s underwriting guidelines. The regional vice presidents also make periodic visits to the branch offices to conduct operating reviews.

The following table sets forth information with respect to the number of branch offices, dollar volume of contracts purchased and number of producing dealerships for the periods set forth below.

Proprietary Credit Scoring System and Risk-based Pricing. The Company utilizes a proprietary credit scoring system to support the credit approval process. The credit scoring system was developed through statistical analysis of the Company’s consumer demographic and portfolio databases. Credit scoring

is used to differentiate credit applicants and to rank order credit risk in terms of expected default rates, which enables the Company to evaluate credit applications for approval and tailor loan pricing and structure according to this statistical assessment of credit risk. For example, a consumer with a lower score would indicate a higher probability of default and, therefore, the Company would either decline the application, or, if approved, compensate for this higher default risk through the structuring and pricing of the loan. While the Company employs a credit scoring system in the credit approval process, credit scoring does not eliminate credit risk. Adverse determinations in evaluating contracts for purchase could negatively affect the credit quality of the Company’s receivables portfolio.

The credit scoring system considers data contained in the customer’s credit application and credit bureau report as well as the structure of the proposed loan and produces a statistical assessment of these attributes. This assessment is used to segregate applicant risk profiles and determine whether the risk is acceptable and the price the Company should charge for that risk. The Company’s credit scorecards are monitored through comparison of actual versus projected performance by score. Periodically, the Company endeavors to refine its proprietary scorecards based on new information including identified correlations between receivables performance and data consistent in the underwriting process.

Loan Approval Process. The Company purchases individual contracts through its branch offices using a credit approval process tailored to local market conditions. Branch personnel have a specific credit authority based upon their experience and historical loan portfolio results as well as established credit scoring parameters. Contracts may also be purchased through the Company’s National Service Center for specific dealers requiring centralized service, in certain markets where a branch office is not present or, in some cases, outside of normal branch office working hours. Although the credit approval process is decentralized, the Company’s application processing system includes controls designed to ensure that credit decisions comply with the Company’s credit scoring strategies and underwriting policies and procedures.

Finance contract application packages completed by prospective obligors are received from dealers via facsimile, electronically or by telephone. Since the Company is a participating lender in DealerTrack Holdings, Inc. (“DealerTrack”), a service that facilitates electronic submission of consumer credit applications via the internet by dealers, automobile dealers can send application data to the Company electronically. Such data automatically interfaces with the Company’s application processing systems providing for faster processing. The Company received 88% of credit applications from dealers via DealerTrack for fiscal 2005. Upon receipt or entry of application data into the Company’s application processing system, a credit bureau report is automatically accessed and a credit score is computed. A substantial percentage of the applications received by the Company fail to achieve an

adequate credit score and are automatically declined. For applications that are not automatically declined, Company personnel with credit authority review the application package and determine whether to approve the application, approve the application subject to conditions that must be met or deny the application. The credit decision is based primarily on the applicant’s credit score. The Company estimates that approximately 35-40% of applicants are approved for credit by the Company. Dealers are contacted regarding credit decisions electronically, by facsimile or by telephone. Declined and conditioned applicants are also provided with appropriate notification of the decision.

The Company’s underwriting and collateral guidelines, including credit scoring parameters, form the basis for the credit decision. Exceptions to credit policies and authorities must be approved by designated individuals with appropriate credit authority. Exceptions are also monitored by the Company’s centralized credit risk management department.

Completed contract packages are sent by the automobile dealers to the Company. Loan documentation is scanned to create electronic images and electronically forwarded to the Company’s centralized loan processing department. A loan processing representative verifies certain applicant employment, income and residency information when required by the Company’s credit policies. Loan terms, insurance coverages and other information may be verified or confirmed with the customer. The original documents are subsequently sent to the loan funding department and certain documents are stored in a fire resistant vault.

Upon electronic receipt of loan documentation, the loan funding department reviews the loan packages for proper documentation and regulatory compliance and completes the entry of information into the Company’s loan accounting system. Once cleared for funding, the funds are electronically ~~transfered~~transferred to the dealer or a check is issued. Upon funding of the contract, the Company acquires a perfected security interest in the automobile that was financed. Daily loan reports are generated for review by senior operations management. All of the Company’s contracts are fully amortizing with substantially equal monthly installments.

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

The Company uses monthly billing statements to serve as a reminder to customers as well as an early warning mechanism in the event a customer has failed to notify the Company of an address change.

Approximately 15 days before a customer’s first payment due date and each month thereafter, the Company mails the customer a billing statement directing the customer to mail payments to a lockbox bank for deposit in a lockbox account. Payment receipt data is electronically transferred from the Company’s lockbox bank to the Company for posting to the loan accounting system. Payments may also be received directly by the Company from customers or via electronic transmission of funds. All payment processing and customer account maintenance is performed centrally at the Company’s operations center in Arlington, Texas.

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

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

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

are also monitored by the Company’s centralized credit risk management department.

Repossessions. Repossessions are subject to prescribed legal procedures, which include peaceful repossession, one or more customer notifications, a prescribed waiting period prior to disposition of the repossessed automobile and return of personal items to the customer. Some jurisdictions provide the customer with reinstatement or redemption rights. Legal requirements, particularly in the event of bankruptcy, may restrict the Company’s ability to dispose of the repossessed vehicle. Repossessions are handled by independent repossession firms engaged by the Company. All repossessions, other than bankruptcy or previously charged off accounts, must be approved by a collections officer. Upon repossession and after any prescribed waiting period, the repossessed automobile is sold at auction. The Company does not sell any vehicles on a retail basis. The proceeds from the sale of the automobile at auction, and any other recoveries, are credited against the balance of the contract. Auction proceeds from sale of the repossessed vehicle and other recoveries are usually not sufficient to cover the outstanding balance of the contract, and the resulting deficiency is charged off. For fiscal 2005, the recovery rate upon the sale of repossessed assets was approximately 43%. The Company pursues collection of deficiencies when it deems such action to be appropriate.

Charge-Off Policy. The Company’s policy is to charge-off an account in the month in which the account becomes 120 days contractually delinquent if the Company has not repossessed the related vehicle. The Company charges off accounts in repossession when the automobile is repossessed and legally available for

disposition. A charge-off represents the difference between the estimated net sales proceeds and the amount of the delinquent contract, including accrued interest. Accounts in repossession that have been charged off are removed from finance receivables and the related repossessed automobiles are included in other assets on the consolidated balance sheet pending disposal.

Overview. The Company’s credit risk management function is responsible for monitoring the contract approval process and supporting the supervisory role of senior operations management. Key variables, such as loan applicant data, credit bureau and credit score information, loan structures and terms and payment histories are tracked. The credit risk management function also regularly reviews the performance of the Company’s credit scoring system and is responsible for the development and enhancement of the Company’s credit scorecards.

The credit risk management function prepares regular credit indicator packages reviewing portfolio performance at various levels of detail including total

Company, branch office and dealer. Various daily reports and analytical data are also generated to monitor credit quality as well as to refine the structure and mix of new loan originations. The Company reviews portfolio returns on a consolidated basis, as well as at the branch office, dealer and contract levels.

Behavioral Scoring. Statistically-based behavioral assessment models are used to project the relative probability that an individual account will default and to validate the credit scoring system after the receivable has aged for a sufficient period of time, generally six months. Default probabilities are calculated for each account independent of the credit score. Projected default rates from the behavioral assessment models and credit scoring systems are compared and analyzed to monitor the effectiveness of the Company’s credit strategies. The behavioral assessment models are also used to help develop servicing strategies for the portfolio or for targeted account groups within the portfolio.

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

Compliance Audits. The Company’s centralized credit risk management department conducts regular reviews of and provides recurring reporting and monitoring on branch office operations, loan operations, processing and servicing, collections and other functional areas. The primary objective of the reviews is to identify risks and associated controls and measure compliance with the Company’s written policies and procedures as well as regulatory matters. Branch office reviews include a review of compliance with underwriting policies, completeness of loan documentation, collateral value assessment and applicant data investigation. In addition, this corporate department also performs reviews of the repossession, charge-off, deferment and bankruptcy processes. Written reports are distributed to departmental managers and officers for response and follow-up. Results and responses are also reviewed by senior management.

Since December 1994, the Company has pursued a strategy of securitizing its receivables to diversify its funding, provide liquidity and obtain a cost-effective source of funds for the purchase of additional automobile finance contracts. Proceeds from securitizations approximate the Company’s investment in the automobile finance receivables securitized. The proceeds are primarily used to fund initial cash credit enhancement requirements in the securitization and to pay down borrowings under the Company’s warehouse credit facilities, thereby increasing availability thereunder for further contract

purchases. Through June 30, 2005, the Company had securitized approximately $39.8 billion of automobile receivables since 1994.

In its securitizations, the Company, through wholly-owned subsidiaries, transfers automobile receivables to newly-formed securitization trusts (“Trusts”), which issue one or more classes of asset-backed securities. The asset-backed securities are in turn sold to investors.

The Company typically arranges for a financial guaranty insurance policy from one of several monoline insurers to achieve a AAA/Aaa credit rating on the asset-backed securities issued by the securitization Trusts. The financial guaranty insurance policies insure the timely payment of interest and the ultimate payment of principal due on the asset-backed securities. The Company has 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 the Company’s securitizations.

The credit enhancement requirements represent retained interests in the securitization Trusts and include restricted cash accounts that are generally established with an initial deposit and subsequently funded through excess cash flows from securitized receivables. An additional form of credit enhancement is provided in the form of overcollateralization whereby more receivables are transferred to the Trusts than the amount of asset-backed securities issued by the Trusts. Funds may be withdrawn from the restricted cash accounts to cover any shortfalls in amounts payable on the asset-backed securities. With respect to insured securitization transactions, funds may also be withdrawn to reimburse the insurers for draws on financial guaranty insurance policies in an event of default. Additionally, agreements with the insurers provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss triggers) in a Trust’s pool of receivables exceed certain targets, the specified enhancement levels would be increased. Cash would be retained in the restricted cash account and not released to the Company until the increased target levels of credit enhancement requirements have been reached and maintained. The Company is entitled to receive amounts from the restricted cash accounts to the extent the amounts deposited exceed the required target enhancement levels.

Prior to October 2002, the financial guaranty insurance policies for all of the Company’s insured securitization transactions were provided by FSA. The restricted cash account for each securitization Trust insured as part of the FSA Program was cross-collateralized to the restricted cash accounts established in connection with the Company’s other securitization Trusts in the FSA Program, such that excess cash flows from an FSA Program securitization that had already met its own credit enhancement requirement

could be used to fund increased target credit enhancement requirements with respect to FSA Program securitizations in which specified portfolio performance ratios had been exceeded.

The Company’s securitization transactions insured by financial guaranty insurance providers, including FSA, since October 2002 are cross-collateralized to a limited extent. In the event of a shortfall in the original target credit enhancement requirement for any of these securitizations after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. In one of the Company’s securitization transactions, if a secured party receives a notice of a rating agency review for downgrade or if there is a downgrade of any class of notes (without taking into consideration the presence of the financial guaranty insurance policy) excess cash flows from other securitization transactions insured by the same insurance provider would be utilized to satisfy any increased target credit enhancement requirements.

Since November 2000 and most recently in April 2005, the Company has completed five securitization transactions in the United States and two in Canada involving the sale of subordinate asset-backed securities in order to provide credit enhancement for the senior asset-backed securities and protect investors from potential losses. The Company provided credit enhancement in these transactions in the form of a restricted cash account and overcollateralization, whereby more receivables are transferred to the Trusts than the amount of asset-backed securities issued by the Trusts. Excess cash flows are used to increase the credit enhancement assets to required minimum levels, after which time excess cash flows are distributed to the Company. Since these transactions did

not involve the issuance of a financial guaranty insurance policy, the credit enhancement assets related to these Trusts are not cross-collateralized to the credit enhancement assets established in connection with any of the Company’s other securitization Trusts and do not contain portfolio performance ratios which could increase the minimum required credit enhancement levels.

The Company has obtained federal trademark protection for the “AmeriCredit” name and the logo that incorporates the “AmeriCredit” name. Certain other names, logos and phrases used by the Company in its business operations have also been trademarked.

The Company’s operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations.

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

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

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

The Company believes that it maintains all material licenses and permits required for its current operations and is in substantial compliance with all

applicable local, state and federal regulations. There can be no assurance, however, that the Company will be able to maintain all requisite licenses and permits, and the failure

to satisfy those and other regulatory requirements could have a material adverse effect on its operations. Further, the adoption of additional, or the revision of existing, rules and regulations could have a material adverse effect on the Company’s business.

Competition in the field of sub-prime automobile finance is intense. The automobile finance market is highly fragmented and is served by a variety of financial entities including the captive finance affiliates of major automotive manufacturers, banks, thrifts, credit unions and independent finance companies. Many of these competitors have substantially greater financial resources and lower costs of funds than the Company. In addition, the Company’s competitors often provide financing on terms more favorable to automobile purchasers or dealers than the Company offers. Many of these competitors also have long standing relationships with automobile dealerships and may offer dealerships or their customers other forms of financing, including dealer floor plan financing or revolving credit products, which are not provided by the Company. Providers of automobile financing have traditionally competed on the basis of interest rates charged, the quality of credit accepted, the flexibility of loan terms offered and the quality of service provided to dealers and customers. In seeking to establish itself as one of the principal financing sources at the dealers it serves, the Company competes predominately on the basis of its high level of dealer service and strong dealer relationships and by offering flexible loan terms. There can be no assurance that the Company will be able to compete successfully in this market or against these competitors.

Dependence on Warehouse Financing. The Company depends on various credit facilities with financial institutions to finance its purchase of contracts pending securitization.

At June 30, 2005, the Company had four separate credit facilities, including (i) a warehouse credit facility with various financial institutions providing for available borrowings of up to a total of approximately $1,950.0 million, subject to a defined borrowing base, of which $150.0 million matures in November 2005 and the remaining $1,800.0 million matures in November 2007; (ii) a medium term note facility with an administrative agent on behalf of an institutionally managed medium term note conduit that in the aggregate provides $650.0 million of receivables financing which matures in October 2007; (iii) a repurchase facility pursuant to which the Company can finance the repurchase of finance receivables from securitization Trusts upon exercise of the cleanup call option. This repurchase facility provides $400.0 million

of receivables financing. Subsequent to June 30, 2005, the Company amended the agreement to increase the facility limit to $500.0 million and extended its maturity to August 2006; and (iv) a near prime facility to fund higher credit quality receivables, providing $150.0 million of receivables financing which matures in January 2006. Subsequent to June 30, 2005, the Company amended the agreement to increase the facility limit to $400.0 million and extended its maturity to July 2006.

The Company cannot guarantee that any of these financing resources will continue to be available beyond the current maturity dates at reasonable terms or at all. The availability of these financing sources depends, in part, on factors outside of the Company’s control, including regulatory capital treatment for unfunded bank lines of credit and the availability of bank liquidity in general. If the Company is unable to extend or replace these facilities or arrange new warehouse credit facilities or other types of interim financing, it will have to curtail contract purchasing activities, which would have a material adverse effect on the Company’s financial position and results of operations.

The Company’s warehouse credit facilities contain various covenants requiring certain minimum financial ratios, asset quality, and portfolio performance ratios (cumulative net loss, delinquency and repossession ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests

against collateral pledged under these agreements or restrict the Company’s ability to obtain additional borrowings under these agreements. As of June 30, 2005, the Company’s warehouse credit facilities were in compliance with all covenants.

Dependence on Securitization Program. Since December 1994, the Company has relied upon its ability to transfer receivables to securitization Trusts and sell securities in the asset-backed securities market to generate cash proceeds for repayment of warehouse credit facilities and to purchase additional contracts from automobile dealers. Accordingly, adverse changes in the Company’s asset-backed securities program or in the asset-backed securities market for automobile receivables in general could materially adversely affect the Company’s ability to purchase and securitize loans on a timely basis and upon terms reasonably favorable to the Company. Any adverse change or delay would have a material adverse effect on the Company’s financial position, liquidity and results of operations.

The Company will continue to require the execution of securitization transactions in order to fund the Company’s future liquidity needs. There can be no assurance that funding will be available to the Company through these sources or, if available, that it will be on terms acceptable to the Company.

If these sources of funding are not available to the Company on a regular basis for any reason, including the occurrence of events of default, deterioration in loss experience on the receivables, breach of financial covenants, disruption of the asset-backed market or otherwise, the Company will be required to revise the scale of its business, including the possible discontinuation of loan origination activities, which would have a material adverse effect on the Company’s ability to achieve its business and financial objectives.

Dependence on Credit Enhancement. To date, all but five of the Company’s securitizations in the United States have utilized credit enhancement in the form of financial guaranty insurance policies provided by various monoline insurance providers in order to achieve AAA/Aaa ratings on the insured securities issued in the securitization transactions. These ratings may reduce the costs of securitizations relative to alternative forms of financing available to the Company and enhance the marketability of these transactions to investors in asset-backed securities. However, the financial guaranty insurance providers are not required to insure future Company-sponsored securitizations, and there can be no assurance that they will continue to do so or that future Company-sponsored securitizations will be similarly rated. The Company’s insurance providers’ willingness to insure the Company’s future securitizations is subject to many factors beyond the Company’s control, including concentrations of risk with any given insurance provider, the insurance providers’ own rating considerations, their ability to cede this risk to reinsurers and the performance of the portion of the Company’s portfolio for which the insurer has provided insurance. Alternatively, in lieu of relying on a financial guaranty insurance policy, in five of its securitizations in the United States, the Company has sold or retained subordinate asset-backed securities in order to provide credit enhancement for the senior asset-backed securities.

A downgrading of any of the Company’s insurance providers’ credit ratings, an increase in required credit enhancement levels or the inability to structure alternative credit enhancements, such as senior subordinated transactions, for the Company’s securitization program could result in higher interest costs for future Company-sponsored securitizations and larger initial credit enhancement requirements. The absence of a financial guaranty insurance policy may also impair the marketability of the Company’s securitizations. These events could have a material adverse effect on the Company’s financial position, liquidity and results of operations.

Liquidity and Capital Needs. The Company’s ability to make payments on or to refinance its indebtedness and to fund its operations and planned capital expenditures depends on its ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the Company’s control.

The Company expects to continue to require substantial amounts of cash. The Company’s primary cash requirements include the funding of: (i) contract purchases pending their securitization; (ii) credit enhancement

requirements in connection with the securitization of the receivables; (iii) interest and principal payments under the Company’s warehouse credit facilities, its senior notes and other indebtedness; (iv) fees and expenses incurred in connection with the securitization and servicing of receivables; (v) ongoing operating expenses; (vi) income tax payments; and (vii) capital expenditures. Additionally, the Company has been using excess cash to fund its stock repurchase program since April 2004; to the extent the Company was unable to generate sufficient cash to fund the aforementioned items, it is anticipated that stock repurchases would be curtailed or discontinued.

The Company requires substantial amounts of cash to fund its contract purchase and securitization activities. Although the Company must fund certain credit enhancement requirements upon the closing of a securitization, it typically receives the cash representing excess cash flows and return of credit enhancement deposits over the actual life of the receivables securitized. Assuming that origination volume ranges from $5.8 billion to $6.2 billion in fiscal 2006 and the initial credit enhancement requirement for the Company’s securitization transactions remains at 9.5% (the level for the most recent securitization completed in August 2005), the Company would require $551.0 million to $589.0 million in cash or liquidity to fund initial credit enhancement in fiscal 2006. The initial credit enhancement requirement could increase in future securitizations, which would result in an increased requirement for cash on the Company’s part. The Company also incurs transaction costs in connection with a securitization transaction. Accordingly, the Company’s strategy of securitizing substantially all of its newly purchased receivables will require significant amounts of cash.

The Company’s primary sources of future liquidity are expected to be: (i) excess cash flows received from securitization Trusts; (ii) interest and principal payments on loans not yet securitized; (iii) servicing fees; (iv) borrowings under its warehouse credit facilities or proceeds from securitization transactions; (v) further issuances of debt or equity securities; and (vi) stock option exercises, depending on capital market conditions.

Because the Company expects to continue to require substantial amounts of cash for the foreseeable future, it anticipates that it will require the execution of additional securitization transactions and may choose to enter into debt or equity financings. The type, timing and terms of financing selected by the Company will be dependent upon its cash needs, the availability of other financing sources and the prevailing conditions in the financial markets. There can be no assurance that funding will be available to the Company through these sources or, if available, that the funding will be on acceptable terms. If the Company is unable to execute securitization transactions on a

regular basis, it would not have sufficient funds to finance new loan originations and, in such event, the Company would be required to revise the scale of its business, including possible discontinuation of loan origination activities, which would have a material adverse effect on the Company’s ability to achieve its business and financial objectives.

Leverage. The Company currently has a substantial amount of outstanding indebtedness. The Company’s ability to make payments of principal or interest on, or to refinance, its indebtedness will depend on its future operating performance, including the performance of receivables transferred to securitization Trusts, and its ability to enter into additional securitization transactions as well as debt and equity financings, which, to a certain extent, is subject to economic, financial, competitive and other factors beyond its control.

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

The degree to which the Company is leveraged creates risks including: (i) the Company may be unable to satisfy its obligations under its outstanding indebtedness; (ii) the Company may find it more difficult to fund future credit enhancement requirements, operating costs, capital expenditures, stock repurchases, acquisitions, general corporate purposes or other purposes; (iii) the Company may have to dedicate a substantial portion of its cash resources to the payments on its outstanding indebtedness, thereby reducing the funds available for

operations and future business opportunities; and (iv) the Company may be vulnerable to adverse general economic and industry conditions. The Company’s existing outstanding indebtedness restricts its ability to, among other things: (i) sell or transfer assets; (ii) incur additional debt; (iii) repay other debt; (iv) pay dividends; (v) make certain investments or acquisitions; (vi) repurchase or redeem capital stock; (vii) engage in mergers or consolidations; and (viii) engage in certain transactions with subsidiaries and affiliates.

The Company’s warehouse credit facilities and senior note and convertible senior note indentures require the Company to comply with certain financial ratios and covenants. Additionally, the Company’s warehouse credit facilities have minimum asset quality maintenance requirements. These restrictions may interfere with the Company’s ability to obtain financing or to engage in other necessary or desirable business activities. As of June 30, 2005, the Company was in compliance with all financial and portfolio performance covenants on

its warehouse credit facilities and senior note and convertible senior note indentures.

If the Company cannot comply with the requirements in its warehouse credit facilities or its senior note and convertible senior note indentures, then the lenders may increase the Company’s borrowing costs or require it to repay immediately all of the outstanding debt under them. If its debt payments were accelerated, the Company’s assets might not be sufficient to fully repay the debt. These lenders may require the Company to use all of its available cash to repay its debt, foreclose upon their collateral or prevent the Company from making payments to other creditors on certain portions of the Company’s outstanding debt. These events may also result in a default under the Company’s senior note and convertible senior note indentures.

The Company may not be able to obtain a waiver of these provisions or refinance its debt, if needed. In such case, the Company’s financial condition, liquidity and results of operations would suffer.

Default and Prepayment Risks. The Company’s results of operations, financial condition and liquidity depend, to a material extent, on the performance of contracts purchased. Obligors under contracts acquired or originated by the Company may default during the term of their loan. The Company bears the full risk of losses resulting from defaults. In the event of a default, the collateral value of the financed vehicle usually does not cover the outstanding loan balance and costs of recovery.

The Company maintains an allowance for loan losses on loans held on the Company’s balance sheet which reflects management’s estimates of inherent losses for these loans. If the allowance is inadequate, the Company would recognize the losses in excess of that allowance as an expense and results of operations could be adversely affected.

A large component of the gain recognized on the sale of finance receivables to securitization Trusts prior to October 1, 2002, and the corresponding retained interest recorded on the Company’s balance sheet as credit enhancement assets consisting of investments in Trust receivables, or overcollateralization, restricted cash and interest-only receivables from Trusts are based on estimated future cash flows. Credit enhancement assets are calculated on the basis of management’s assumptions concerning, among other things, defaults and recovery rates on repossessed vehicles. As of June 30, 2005, credit enhancement assets were valued at $541.8 million.

The Company regularly measures its default, recovery and other assumptions against the actual performance of securitized receivables. If the Company were to determine, as a result of such regular review or otherwise, that it underestimated defaults, overestimated recoveries or that any other material assumptions were inaccurate, the Company would be required to reduce the

carrying value of its credit enhancement assets. If the change in assumptions and the impact of the change on the value of the credit enhancement assets were deemed other-than-temporary, the Company would record a charge to income. Although the Company believes that it has made reasonable assumptions as to the future cash flows of the various pools of receivables that have been sold in securitization transactions, actual rates of default and recovery rates on repossessed vehicles or other assumptions may differ from those assumed and may be required to be revised upon future events.

The Company is required to deposit substantial amounts of the cash flows generated by its interests in Company-sponsored securitizations to satisfy targeted credit enhancement requirements. An increase in defaults or prepayments would reduce the cash flows generated by the Company’s interests in securitization transactions lengthening the period required to build targeted credit enhancement levels in the securitization trusts. Distributions of cash from the securitizations to the Company would be delayed and the ultimate amount of cash distributable to the Company would be less, which could have an adverse effect on the Company’s liquidity. The targeted credit enhancement levels in future securitizations could also be increased, further impacting the Company’s liquidity.

In addition, an increase in defaults or prepayments would reduce the size of the Company’s servicing portfolio, which would reduce the Company’s servicing income from its gain on sale receivables and finance charge income on its finance receivables, further adversely affecting results of operations and cash flows. A material write-down of credit enhancement assets or adjustment to the Company’s allowance for loan losses and the corresponding decrease in earnings could limit the Company’s ability to enter into future securitizations and other financings.

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

The Company’s securitization transactions insured by financial guaranty insurance providers, including FSA, since October 2002 are cross-collateralized to a limited extent. In the event of a shortfall in the original target credit enhancement requirement for any of these securitization Trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. In one of the Company’s securitization transactions, if a secured party receives a notice of a rating agency review for downgrade or if there is a downgrade of any class of notes (without taking into consideration the presence of the financial guaranty insurance policy) excess cash flows from other securitization transactions insured by the same insurance provider would be utilized to satisfy any increased target credit enhancement requirements.

As of June 30, 2005, the Company had exceeded its targeted cumulative net loss triggers in six of the seven remaining FSA Program securitizations. Accordingly, cash of approximately $120.3 million generated by FSA Program securitizations otherwise distributable to the Company was used to fund increased credit enhancement levels for the securitizations that breached their cumulative net loss triggers. The higher targeted credit enhancement levels have been reached and maintained in each of these six FSA Program securitizations. The remaining FSA Program securitization breached its cumulative net loss trigger as of June 30, 2005, and FSA granted a waiver. Additionally, the Company received a waiver for July and August 2005, however, the Company cannot guarantee that FSA will continue to grant a waiver; if a waiver is not granted, the credit enhancement level for such securitization would have increased by $21.2 million as of August 31, 2005. The impact of any delay in the amount of cash to be released to the Company during fiscal 2006 is not expected to be material to the Company’s liquidity position.

Right to Terminate Normal Servicing. The agreements that the Company enters into with its financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss triggers) that are higher than the limits referred to in the preceding risk factor. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured Trust were to exceed these additional levels, provisions of the agreements permit the financial guaranty insurance providers to terminate the Company’s 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 under one servicing agreement would allow the financial guaranty insurance provider to terminate the Company’s 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, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them

as additional credit enhancement. This, in turn, could result in defaults under the Company’s other securitizations and other material indebtedness. Although the Company has never exceeded these additional targeted portfolio performance ratios, and does not anticipate violating any event of default triggers for its securitizations, there can be no assurance that the Company’s servicing rights with respect to the automobile receivables in such Trusts or any other Trusts will not be terminated if (i) such targeted portfolio performance ratios are breached, (ii) the Company breaches its obligations under the servicing agreements, (iii) the financial guaranty insurance providers are required to make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of June 30, 2005, no such termination events have occurred with respect to any of the Trusts formed by the Company. The termination of any or all of the Company’s servicing rights would have a material adverse effect on the Company’s financial position, liquidity and results of operations.

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

Target Consumer Base. The Company specializes in purchasing and servicing predominately sub-prime automobile receivables. Sub-prime borrowers are associated with higher-than-average delinquency and default rates. While the Company believes that it effectively manages these risks with its proprietary credit scoring system, risk-based loan pricing and other underwriting policies and collection methods, no assurance can be given that these criteria or methods will be effective in the future. In the event that the Company underestimates the default risk or under-prices contracts that it purchases, the Company’s financial position, liquidity and results of operations would be adversely affected, possibly to a material degree.

Economic Conditions. The Company is subject to changes in general economic conditions that are beyond its control. During periods of economic slowdown or recession, such as the United States economy has at times experienced, delinquencies, defaults, repossessions and losses generally increase. These periods also may be accompanied by decreased consumer demand for automobiles and declining values of automobiles securing outstanding loans, which weakens collateral coverage and increases the amount of a loss in the event of

default. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. Additionally, higher gasoline prices or other factors that impact consumer confidence or disposable income could decrease consumer demand for automobiles as well as weaken collateral values on certain types of automobiles. Because the Company focuses on sub-prime borrowers, the actual rates of delinquencies, defaults, repossessions and losses on these loans are higher than those experienced in the general automobile finance industry and could be more dramatically affected by a general economic downturn. In addition, during an economic slowdown or recession, the Company’s servicing costs may increase without a corresponding increase in its servicing income or finance charge income. While the Company seeks to manage the higher risk inherent in loans made to sub-prime borrowers through the underwriting criteria and collection methods it employs, no assurance can be given that these criteria or methods will afford adequate protection against these risks. Any sustained period of increased delinquencies, defaults, repossessions or losses or increased servicing costs could also adversely affect the Company’s financial position, liquidity and results of operations and its ability to enter into future securitizations.

Wholesale Auction Values. The Company sells repossessed automobiles at wholesale auction markets located throughout the United States and Canada. Auction proceeds from the sale of repossessed vehicles and other recoveries are usually not sufficient to cover the outstanding balance of the contract, and the resulting deficiency is charged off. Decreased auction proceeds resulting from the depressed prices at which used automobiles may be sold during periods of economic slowdown or recession will result in higher credit losses for the Company. Furthermore, depressed wholesale prices for used automobiles may result from significant liquidations of rental or fleet inventories, and from increased volume of trade-ins due to promotional programs offered by new vehicle manufacturers. Additionally, higher gasoline prices may decrease the wholesale auction value of certain types of vehicles. The Company’s recoveries as a percentage of repossession charge-offs was 43% in fiscal 2005, 41% in fiscal 2004 and 42% in fiscal 2003, and there can be no assurance that the Company’s recovery rates will remain at historical levels.

Interest Rates. The Company’s profitability may be directly affected by the level of and fluctuations in interest rates, which affects the gross interest rate spread the Company earns on its receivables. As the level of interest rates increase, such as they have throughout calendar 2005, the Company’s gross interest rate spread on new originations generally declines since the rates charged on the contracts originated or purchased from dealers are limited by market and competitive conditions, restricting the Company’s opportunity to pass on increased interest costs. The Company believes that its profitability and liquidity could be adversely affected during any period of higher interest rates, possibly to a material degree. Further, the Company

anticipates that the level of interest rates, and its borrowing costs, will likely increase throughout fiscal 2006. The Company monitors the interest rate environment and employs pre-funding and other hedging strategies designed to mitigate the impact of increases in interest rates. The Company can provide no assurance, however, that pre-funding or other hedging strategies will mitigate the impact of increases in interest rates.

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

Regulation. Reference should be made to Item 1. ~~“Business—~~“Business – Regulation” for a discussion of regulatory risk factors.

Competition. Reference should be made to Item 1. ~~“Business—~~“Business – Competition” for a discussion of competitive risk factors.

Litigation. As a consumer finance company, the Company is 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 the Company could take the form of class action complaints by consumers. As the assignee of finance contracts originated by dealers, the Company 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. The Company believes that it has taken prudent steps to address and mitigate the litigation risks associated with its business activities. However, any adverse resolution of litigation pending or threatened against the Company, including the matters referenced in Item 3, Legal Proceedings, could have a material adverse affect on the Company’s financial condition, results of operations and cash flows.

At June 30, 2005, the Company employed 3,653 persons in 43 states and one Canadian province. None of the Company’s employees are a part of a collective bargaining agreement, and the Company’s relationships with employees are satisfactory.

The following sets forth certain data concerning the executive officers of the Company as of June 30, 2005.

CLIFTON H. MORRIS, JR. has been Chairman of the Board since May 1988 and has served as Chief Executive Officer from April 2003 to August 2005 and from May 1988 to July 2000. He also served as President from May 1988 until April 1991 and from April 1992 to November 1996. Mr. Morris joined the Company in 1988. Subsequent to June 30, 2005, Mr. Morris was succeeded by Mr. Berce as Chief Executive Officer. Mr. Morris retained his position as Chairman of the Board.

DANIEL E. BERCE has been President since April 2003. Mr. Berce was Vice Chairman and Chief Financial Officer from November 1996 until April 2003. He served as Executive Vice President, Chief Financial Officer and Treasurer from November 1994 until November 1996. Mr. Berce joined the Company in 1990. Subsequent to June 30, 2005, Mr. Berce was named President and Chief Executive Officer.

STEVEN P. BOWMAN has served as Executive Vice President, Chief Credit and Risk Officer since January 2005. Prior to that, he was Executive Vice President, Chief Credit Officer from March 2000 to January 2005. He served as Senior Vice President, Risk Management from May 1998 until March 2000 and was Vice President, Risk Management from June 1997 until May 1998. From February 1996, when he joined the Company, until June 1997, Mr. Bowman was Assistant Vice President, Risk Management.

CHRIS A. CHOATE has been Executive Vice President, Chief Financial Officer and Treasurer since January 2005. Before that, he was Executive Vice President, Chief Legal Officer and Secretary from November 1999 to January 2005. He served as Senior Vice President, General Counsel and Secretary from November 1996 to November 1999. Mr. Choate was Vice President, General Counsel and

Secretary from November 1994 until November 1996. Mr. Choate joined the Company in 1991.

MARK FLOYD has served as Executive Vice President, Chief Operating Officer for Servicing since January 2005. Prior to that, he was Executive Vice President, Chief Operating Officer from April 2003 to January 2005. He served as President, Dealer Services from August 2001 until April 2003. Mr. Floyd served as Executive Vice President, Dealer Services from November 1999 to August 2001 and was Senior Vice President, Director Strategic Alliance from January 1998 to November 1999. He was Senior Vice President, Strategic Alliances from September 1997, when he joined the Company, to January 1998.

PRESTON A. MILLER has served as Executive Vice President, Chief Operating Officer for Originations since January 2005. Prior to that, he was Executive Vice President, Chief Financial Officer and Treasurer from April 2003 to January 2005. Mr. Miller was Executive Vice President, Treasurer from July 1998 until April 2003. He served as Senior Vice President, Treasurer from November 1996 until July 1998 and Vice President, Controller from November 1994 until November 1996. Mr. Miller joined the Company in 1989.

The Company makes available free of charge through its website, www.americredit.com, securitization portfolio performance measures and all materials that it files electronically with the Securities and Exchange Commission (“SEC”), including the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q,

current reports on Form 8-K, and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practical after filing or furnishing such material with the SEC.

The public may read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The Company’s executive offices are located at 801 Cherry Street, Suite 3900, Fort Worth, Texas, in a 227,000 square foot office space under a 12-year lease that commenced in July 1999. The Company also leases 76,000 square feet of office space in Charlotte, North Carolina, 85,000 square feet of office space in Peterborough, Ontario, 150,000 square feet of office space in Chandler, Arizona, and 85,000 square feet of office space in Jacksonville, Florida, all under ten-year agreements with renewal options. The Company also leases

250,000 square feet of office space in Arlington, Texas, under a twelve-year agreement with renewal options. This facility was previously owned by the Company; subsequent to June 30, 2005, the Company sold and leased back this office space. The Company also owns a 250,000 square foot servicing facility in Arlington, Texas. As of April 1, 2004, the Company abandoned certain office space at the Fort Worth offices and the Chandler facility and all of the Jacksonville facility. To date, the Company has sublet approximately 65% of the 235,000 square feet of abandoned space. The Company is seeking to sublease the remainder of the abandoned office space.

The Company’s branch office facilities are generally leased under agreements with original terms of three to five years. Such facilities are typically located in a suburban office building and consist of between 1,000 and 2,000 square feet of space.

As a consumer finance company, the Company is 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 the Company could take the form of class action complaints by consumers. As the assignee of finance contracts originated by dealers, the Company 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. The Company believes that it has taken prudent steps to address and mitigate the litigation risks associated with its business activities.

In fiscal 2003, several complaints were filed by shareholders against the Company and certain of the Company’s officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. These complaints have been consolidated into one action, styled Pierce v. AmeriCredit Corp., et al., pending in the United States District Court for the Northern District of Texas, Fort Worth Division; the plaintiff in Pierce seeks class action status. In Pierce, the plaintiff claims, among other allegations, that deferments were improperly granted by the Company to avoid delinquency triggers in securitization transactions and enhance cash flows and to incorrectly report charge-offs and delinquency percentages, thereby causing the Company to misrepresent its financial performance throughout the alleged class period. The Company believes that its granting of deferments, which is a common practice within the auto finance industry, complied with the covenants contained in its securitization and warehouse financing documents, and that its deferment activities were properly

disclosed to all constituents, including shareholders, asset-backed investors, creditors and credit enhancement providers.

Additionally, a class action complaint, styled Lewis v. AmeriCredit Corp., was filed in the United States District Court for the Northern District of Texas, Fort Worth Division during the year ended June 30, 2003, against the Company and certain of its officers and directors alleging violations of Sections 11 and 15 of the Securities Act of 1933 in connection with the Company’s secondary public offering of common stock on October 1, 2002. In Lewis, the plaintiff alleges that the Company’s registration statement and prospectus for the offering contained untrue statements of material facts and omitted to state material facts necessary to make other statements in the registration statement not misleading.

In April 2004, two rulings were issued by the United States District Court for the Northern District of Texas, Fort Worth Division, affecting the Pierce and Lewis lawsuits. On April 1, 2004, the Court, in response to motions to dismiss filed by the Company and the other defendants, ruled that the plaintiff’s complaint in the Pierce lawsuit was deficient and ordered the plaintiff to cure such deficiencies or the case would be dismissed. On April 27, 2004, the Court issued an order consolidating the Lewis case into the Pierce case. In connection with the order consolidating the Lewis and Pierce cases, the Court granted the plaintiffs permission to file an amended, consolidated complaint, which they have done. The Company and the other defendants have filed motions to dismiss the amended complaint, and such motions are presently pending.

The Company believes that the claims alleged in the Pierce lawsuit, including the claims consolidated into Pierce from Lewis, are without merit and the Company intends to assert vigorous defenses to the litigation. Neither the likelihood of an unfavorable outcome nor the amount of ultimate liability, if any, with respect to this litigation can be determined at this time.

Two shareholder derivative actions have also been served on the Company. On February 27, 2003, the Company was served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. A second shareholder derivative action was filed in the District Court of Tarrant County, Texas 48^th Judicial District, on August 19, 2003, entitled David Harris, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. Both of these shareholder derivative actions allege, among other complaints, that certain officers and directors of the Company breached their respective fiduciary duties by causing the Company to make improper deferments, violate federal and state securities laws and issue misleading financial statements. The substantive allegations in both of the derivative actions are essentially the same as those in the

above-referenced consolidated class action. A special litigation committee of the Board of Directors has been created to investigate the claims in the derivative actions. As a nominal defendant, the Company does not believe that it has any ultimate liability with respect to these derivative actions.

There were no matters submitted to a vote of the Company’s security holders during the fourth quarter ended June 30, 2005.

~~ITEM 5.~~ ~~MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~

The Company’s common stock trades on the New York Stock Exchange under the symbol ACF. As of September 9, 2005, there were 139,500,835 shares of common stock outstanding and approximately 260 shareholders of record.

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


	High		Low		Close		High		Low		Close
Fiscal year ended June 30, 2005
First Quarter	$	21.88	$	17.16	$	20.88	$	21.88	$	17.16	$	20.88
Second Quarter		24.98		17.65		24.45		24.98		17.65		24.45
Third Quarter		25.49		22.45		23.44		25.49		22.45		23.44
Fourth Quarter		26.00		22.22		25.50		26.00		22.22		25.50

Fiscal year ended June 30, 2004
First Quarter	$	12.20	$	5.50	$	10.30	$	12.20	$	5.50	$	10.30
Second Quarter		15.98		10.02		15.93		15.98		10.02		15.93
Third Quarter		19.83		15.85		17.03		19.83		15.85		17.03
Fourth Quarter		20.44		15.68		19.53		20.44		15.68		19.53

The Company has never paid cash dividends on its common stock. The indentures pursuant to which the Company’s senior notes and convertible senior notes were issued contain certain restrictions on the payment of dividends. The Company presently intends to retain future earnings, if any, for use in the operation and expansion of the business and for Board approved stock repurchases and does not anticipate paying any cash dividends in the foreseeable future.

During the year ended June 30, 2005, the Company repurchased shares as follows (dollars in thousands, except per share data):

On August 17, 2004, the Company announced the approval of a stock repurchase plan by its Board of Directors. The stock repurchase plan authorized the Company to repurchase up to $100.0 million of its common stock in the open market or in privately negotiated transactions, based on market conditions.

All shares repurchased in July 2004 were repurchased under the April 2004 plan. All shares repurchased in October 2004, November 2004, December 2004, January 2005 and 31,996 shares repurchased in February 2005 were repurchased under the August 2004 plan.

The table below summarizes selected financial information. For additional information, refer to the audited consolidated financial statements and notes thereto in Item 8. Financial Statements and Supplementary Data.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company is a consumer 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. The Company generates 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 the Company. To fund the acquisition of receivables prior to securitization and to fund the repurchase of receivables pursuant to cleanup call options, the Company uses available cash and borrowings under its warehouse credit facilities. The Company earns finance charge income on the finance receivables and pays interest expense on borrowings under its warehouse credit facilities.

The Company periodically transfers receivables to securitization trusts (“Trusts”) that, in turn, sell asset-backed securities to investors. Prior to October 1, 2002, these securitization transactions were structured as sales of finance receivables. Receivables sold under this structure are referred to herein as “gain on sale receivables.” At June 30, 2005, approximately 20% of the Company’s managed receivables were gain on sale receivables. The Company retains an interest in these securitization transactions in the form of credit enhancement assets, representing the estimated future excess cash flows expected to be received by the Company 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 predetermined credit enhancement requirements are reached and maintained, excess cash flows are distributed to the Company. Credit enhancement requirements will increase if targeted portfolio performance ratios are exceeded (see Liquidity and Capital Resources section). In addition to excess cash flows, the Company receives monthly base servicing fees of 2.25% per annum on the outstanding principal balance of domestic receivables securitized and collects other fees, such as late charges, as servicer for securitization Trusts.

The Company changed the structure of its securitization transactions beginning with transactions closed subsequent to September 30, 2002, to no longer meet the accounting criteria for sales of finance receivables. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheets. The

Company recognizes finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction, and records a provision for loan losses to cover probable loan losses on the receivables. This change has significantly impacted the Company’s reported results of operations compared to its historical results because there is no gain on sale of receivables subsequent to September 30, 2002.

The Company implemented a revised operating plan in February 2003 targeted at preserving and strengthening its capital and liquidity position in light of a weak economic environment and a decline in used car pricing and the resulting breach of cumulative net loss triggers on securitization transactions insured by FSA prior to October 2002. The breach of triggers in the FSA Program caused a postponement of substantially all of the cash otherwise distributable to the Company from its FSA Program securitizations as this cash was used to fund increased credit enhancement requirements on FSA Program securitizations. The revised operating plan included a decrease in the Company’s targeted loan origination volume and a reduction in operating expenses through downsizing its workforce, consolidating its branch office network and closing its Canadian lending activities. The stated objectives of the plan were substantially met by the end of calendar 2003. In the first half of calendar 2004, the Company resumed growth in its loan origination targets and has since added staff to its branch office network and related areas to support new loan growth. The Company intends to continue to expand loan origination volume at a moderate pace during fiscal 2006.

In late August 2005, Hurricane Katrina struck the Gulf Coast causing extensive damage. Collateral supporting finance receivables in certain parts of Alabama, Louisiana and Mississippi may have been damaged by the storm. Additionally, there may be a period of higher unemployment in areas affected by the storm. Approximately 1.3% of managed receivables are secured by automobiles located in the affected areas.

On August 8, 2005, the Company announced that Daniel E. Berce had been named the Company’s Chief Executive Officer. Mr. Berce, who has served as the Company’s President since 2003, will now serve as President and Chief Executive Officer. As Chief Executive Officer, Mr. Berce succeeds Clifton H. Morris, Jr., who will retain his position as Chairman of the Board.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue and costs and expenses during

the reporting periods. Actual results could differ from those estimates and those differences may be material. The accounting estimates that the Company believes are the most critical to understanding and evaluating the Company’s reported financial results include the following:

The allowance for loan losses is established systematically based on the determination of the amount of probable credit losses inherent in the finance receivables as of the reporting date. The Company reviews charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as unemployment rates, and other information in order to make the necessary judgments as to the probable credit losses. The Company also uses historical charge-off experience to determine a loss confirmation period, which is defined as the time between when an event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine the amount of losses inherent in finance receivables at the reporting date. Assumptions regarding credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above. Should the credit loss assumption or loss confirmation period increase, there could be an increase in the amount of allowance for loan losses required, which could decrease the net carrying value of finance receivables and increase the amount of provision for loan losses recorded on the consolidated statements of income. A 10% and 20% increase in cumulative net credit losses over the loss confirmation period would increase the allowance for loan losses as of June 30, 2005, as follows (in thousands):

The Company believes that the allowance for loan losses is adequate to cover probable losses inherent in its receivables; however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge-off amount will not exceed such estimates or that the Company’s credit loss assumptions will not increase.

The Company periodically transfers receivables to Trusts that, in turn, sell asset-backed securities to investors. Prior to October 1, 2002, the Company recognized a gain on the sale of receivables to the Trusts, which represented the difference between the sale proceeds to the Company, net of transaction costs, and the

Company’s net carrying value of the receivables, plus the present value of the estimated future excess cash flows to be received by the Company over the life of the securitization. The Company has made assumptions in order to determine the present value of the estimated future excess cash flows to be generated by the pool of receivables sold. The most significant assumptions made are the cumulative credit losses to be incurred on the pool of receivables sold, the timing of those losses and the rate at which the estimated future excess cash flows are discounted.

Significant assumptions used in determining the gain on sale of auto receivables were as follows:

The cumulative credit loss assumptions utilized at the time of sale of receivables were determined using a range of possible outcomes based on historical experience, credit attributes for the specific pool of receivables and general economic factors. The cumulative credit loss assumption reflects the approximate level that cumulative credit losses could reach (notwithstanding other assumptions) in a securitization pool before the credit enhancement assets would suffer an other-than-temporary impairment.

The discount rates used to estimate the present value of credit enhancement assets are based on the relative risks of each asset type. Interest-only receivables from Trusts represent estimated future excess cash flows in the Trusts and have a first loss position to absorb any shortfall in Trust cash flows due to adverse credit loss development or adverse changes in Trust performance relative to other assumptions. While the Company earns a higher yield on its securitized receivables, the Company utilizes a 14% discount rate for interest-only receivables from Trusts since net undiscounted estimated future excess cash flows already incorporate a default assumption and the receivables underlying the securitization represent a diverse pool of assets. Restricted ~~cash—~~cash – gain on sale Trusts and investments in Trust receivables represent cash and finance receivables held by the Trusts and are senior to interest-only receivables from Trusts for credit enhancement purposes.

Accordingly, restricted ~~cash—~~cash – gain on sale Trusts and investments in Trust receivables are assigned a lower discount rate than the interest-only receivables from Trusts. The assumptions used represent the Company’s best estimates. The use of different assumptions would produce different financial results.

The Company’s credit enhancement assets, which represent retained interests in securitization Trusts accounted for as sales, are recorded at fair value. Because market prices are not readily available for the credit enhancement assets, fair value is determined using discounted cash flow models. The most significant assumptions made are the cumulative net credit losses to be incurred on the pool of receivables sold, the timing of those losses and the rate at which estimated future excess cash flows are discounted. The assumptions used represent the Company’s best estimates. The assumptions may change in future periods due to changes in the economy that may impact the performance of the Company’s finance receivables and the risk profiles of its credit enhancement assets. The use of different assumptions would result in different carrying values for the Company’s credit enhancement assets and may change the amount of accretion of present value discount and impairment of credit enhancement assets recognized through the consolidated statements of income. An immediate 10% and 20% adverse change in the assumptions used to measure the fair value of credit enhancement assets would decrease the credit enhancement assets as of June 30, 2005, as follows (in thousands):

The adverse changes to the key assumptions and estimates are hypothetical. The change in fair value based on the above variations in assumptions cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on fair value is calculated independently from any change in another assumption. In reality, changes in one factor may contribute to changes in another, which might magnify or counteract the sensitivities. Furthermore, due to potential changes in current economic conditions, the estimated fair values as disclosed should not be considered indicative of the future performance of these assets. The sensitivities do not reflect actions management might take to offset the impact of any adverse change.

On July 1, 2003, the Company adopted the fair value recognition provisions of Statement of Financial Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), prospectively for all awards granted or modified subsequent to June 30, 2003. The fair value of each option granted or modified was estimated using an option-pricing model based on the following weighted average assumptions:


Year Ended June 30,	2005		2004		2005		2004
Expected dividends	0		0		0		0
Expected volatility	52.6	%	103.2	%	52.6	%	103.2	%
Risk-free interest rate	3.0	%	1.7	%	3.0	%	1.7	%
Expected life	2.6 years		1.8 years		2.6 years		1.8 years

These assumptions are reviewed each time there is a new grant or modification of a previous grant and may be impacted by actual fluctuation in the Company’s stock price, movements in market interest rates and option terms. The use of different assumptions would produce a different fair value for the options granted or modified and would impact the amount of compensation expense recognized on the consolidated statements of income. The impact of a 10% or 20% increase in the Company’s assumptions of volatility, risk-free interest rate and expected life on the amount of compensation expense recognized would not have been material for fiscal 2005 and 2004. The Company has separately disclosed the impact of SFAS 123R, which effects the manner by which assumptions are determined for compensation expense.

A summary of changes in the Company’s finance receivables is as follows (in thousands):


Years Ended June 30,	2005			2004			2005			2004
Balance at beginning of period	$	6,782,280		$	5,326,314		$	6,782,280		$	5,326,314
Loans purchased		5,031,325			3,474,407			5,031,325			3,474,407
Loans repurchased from gain on sale Trusts		574,036			400,369			574,036			400,369
Liquidations and other		(3,548,673	)		(2,418,810	)		(3,548,673	)		(2,418,810	)

Balance at end of period	$	8,838,968		$	6,782,280		$	8,838,968		$	6,782,280

Average finance receivables	$	7,653,875		$	6,012,085		$	7,653,875		$	6,012,085

The increase in loans purchased during fiscal 2005 as compared to fiscal 2004 was due to the addition of staff in the Company’s branch office network and related areas in order to support new loan growth. The increase in liquidations and other resulted primarily from increased collections and charge-offs on finance receivables due to the increase in average finance receivables and average age, or seasoning, of the portfolio. As of June 30, 2005 and 2004, the Company operated 89 branch offices.

The average new loan size was $17,005 for fiscal 2005, compared to $16,647 for fiscal 2004. The average annual percentage rate for finance receivables purchased during fiscal 2005 increased to 16.4% from 16.0% during fiscal 2004 due to an increase in new loan pricing as a result of an increase in short term market interest rates.

Finance charge income increased by 31% to $1,217.7 million for fiscal 2005 from $927.6 million for fiscal 2004, primarily due to the increase in average finance receivables. The Company’s effective yield on its finance receivables increased to 15.9% for fiscal 2005 from 15.4% for fiscal 2004. 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 the Company’s auto finance contracts due to finance receivables in nonaccrual status. The increase in the effective yield is primarily due to the accretion of acquisition fees on loans acquired subsequent to June 30, 2004, due to the Company’s adoption of Statement of Position 03-3, “Accounting for Certain Loans on Debt Securities Acquired in a Transfer” (“SOP 03-3”).


Years Ended June 30,	2005			2004			2005			2004
Servicing fees	$	100,641		$	189,366		$	100,641		$	189,366
Other-than-temporary impairment		(1,122	)		(33,364	)		(1,122	)		(33,364	)
Accretion		78,066			100,235			78,066			100,235

	$	177,585		$	256,237		$	177,585		$	256,237

Average gain on sale receivables	$	3,586,581		$	7,169,743		$	3,586,581		$	7,169,743

Servicing fees are earned from servicing domestic finance receivables sold to gain on sale Trusts. Servicing fees decreased as a result of the decrease in average gain on sale receivables caused by the change in the Company’s securitization transaction structure from gain on sale to secured financing. Servicing fees were 2.8% and 2.6% of average gain on sale receivables for fiscal 2005 and 2004, respectively.

Other-than-temporary impairment of $1.1 million and $33.4 million for fiscal 2005 and 2004, respectively, resulted from higher than forecasted default

rates in certain gain on sale Trusts. Other-than-temporary impairment decreased for fiscal 2005 compared to fiscal 2004 as a result of seasoning of the gain on sale receivables which generally provides for greater predictability of default rates.

The present value discount related to the Company’s credit enhancement assets represents the risk-adjusted time value of money on estimated cash flows. The present value discount on credit enhancement assets is accreted into earnings over the life of credit enhancement assets using the effective interest method. Additionally, unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. The Company recognized accretion of $78.1 million, or 9.3% of average credit enhancement assets, and $100.2 million, or 8.2% of average credit enhancement assets, during fiscal 2005 and 2004, respectively. The Company does not record accretion in a period when such accretion would cause an other-than-temporary impairment in a securitization pool. Accretion as a percentage of average credit enhancements was higher during fiscal 2005 as compared to fiscal 2004 as a result of fewer securitization transactions incurring other-than-temporary impairments.

Other income was $55.6 million for fiscal 2005, compared to $32.0 million for fiscal 2004. The increase in other income is primarily due to an increase in investment income, which resulted from higher cash balances combined with increased interest rates, and an increase in late fees and other fees associated with higher average finance receivables.

Operating expenses decreased to $312.6 million for fiscal 2005 from $325.8 million for fiscal 2004. Operating expenses declined primarily as a result of lower costs to service a declining portfolio, partially offset by increased costs to support greater loan origination volume.

The Company recognized $2.8 million and $15.9 million in restructuring charges for fiscal 2005 and 2004, respectively. The restructuring charges for fiscal 2005 consisted primarily of a revision of assumed lease costs for office space and collections centers in connection with the Company’s restructuring activities in fiscal 2003 and continued into fiscal 2004. The restructuring charges for fiscal 2004 consisted primarily of facility costs related to the closing of the Company’s Jacksonville collections center, the elimination of excess space at its Chandler collections center and corporate headquarters, as well as adjustments to the restructuring charges related to the Company’s implementation of a revised operating plan in February 2003.

Provisions for loan losses are charged to income to bring the Company’s allowance for loan losses to a level which management considers adequate to

absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for fiscal 2005 and 2004 reflect inherent losses on receivables originated during those years and changes in the amount of inherent losses on receivables originated in prior years. The provision for loan losses increased to $418.7 million for fiscal 2005 from $257.1 million for fiscal 2004 primarily as a result of increased origination volume in fiscal 2005. As a percentage of average finance receivables, the provision for loan losses was 5.5% and 4.3% for fiscal 2005 and 2004, respectively. The provision for loan losses as a percentage of average finance receivables was higher for fiscal 2005, as compared to fiscal 2004, due to the Company’s adoption of SOP 03-3, for loans acquired subsequent to June 30, 2004. Under SOP 03-3, dealer acquisition fees on loans purchased by the Company are no longer considered credit related because there is no deterioration in credit quality between the time the loan is originated and when it is acquired. Accordingly, dealer acquisition fees reduce the carrying value of finance receivables and are accreted into earnings as an adjustment to yield over the life of the loans, instead of being used to cover losses inherent in the portfolio. This change resulted in a higher provision for loan losses in fiscal 2005 in order to maintain an appropriate level of allowance for loan losses.

Interest expense increased to $264.3 million for fiscal 2005 from $252.0 million for fiscal 2004. Average debt outstanding was $7,018.8 million and $5,891.2 million for fiscal 2005 and 2004, respectively. The Company’s effective rate of interest paid on the Company’s debt for fiscal 2005 was 3.8%. The effective rate of interest paid on the Company’s debt for fiscal 2004 was 3.8%, excluding the recognition of $29.0 million of deferred debt issuance costs related to the whole loan purchase facility that was repaid in September 2003.

The Company’s effective income tax rate was 36.8% for fiscal 2005 and 37.8% for fiscal 2004. The decrease in the ~~Company’s~~Company��s effective income tax rate resulted from a change in the mix of business due to organizational restructuring and other changes that reduced federal and state tax exposures.


Years Ended June 30,	2005			2004			2005			2004
Unrealized (losses) gains on credit enhancement assets	$	(23,126	)	$	20,359		$	(23,126	)	$	20,359
Unrealized gains on cash flow hedges		5,055			28,509			5,055			28,509
Canadian currency translation adjustment		7,800			1,347			7,800			1,347
Income tax benefit (provision)		7,013			(18,560	)		7,013			(18,560	)

	$	(3,258	)	$	31,655		$	(3,258	)	$	31,655

Unrealized (losses) gains on credit enhancement assets consisted of the following (in thousands):


Years Ended June 30,	2005			2004			2005			2004
Unrealized (losses) gains related to changes in credit loss assumptions	$	(11,322	)	$	27,555		$	(11,322	)	$	27,555
Unrealized gains related to changes in interest rates		507			2,464			507			2,464
Reclassification of unrealized gains into earnings through accretion		(12,311	)		(9,660	)		(12,311	)		(9,660	)

	$	(23,126	)	$	20,359		$	(23,126	)	$	20,359

Changes in the fair value of credit enhancement assets as a result of modifications to the credit loss assumptions are reported as unrealized gains in other comprehensive income (loss) until realized. Unrealized losses are reported as a reduction in unrealized gains to the extent that there are unrealized gains. If there are no unrealized gains to offset the unrealized losses, the losses are considered to be other-than-temporary and are charged to operations. The cumulative credit loss assumptions used to estimate the fair value of credit enhancement assets are periodically reviewed by the Company and modified to reflect the actual credit performance for each securitization pool through the reporting date as well as estimates of future losses considering several factors including changes in the general economy. Differences between cumulative credit loss assumptions used in individual securitization pools can be attributed to the original credit attributes of a pool, actual credit performance through the reporting date and pool seasoning to the extent that changes in economic trends will have more of an impact on the expected future performance of less seasoned pools.

The Company changed the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 12.4% to 14.8% as of June 30, 2005, from a range of 12.4% to 14.9% as of June 30, 2004. On a Trust by Trust basis, certain Trusts experienced better than expected credit performance for fiscal 2005 and decreased cumulative credit loss assumptions. Certain other Trusts experienced worse than expected credit performance for fiscal 2005 and increased cumulative credit loss assumptions. The net impact resulted in the recognition of unrealized losses of $11.3 million for those securitization Trusts as well as other-than-temporary impairment of $1.1 million. The Company increased the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 12.4% to 14.9% as of June 30, 2004, from a range of 11.3% to 14.7% as of June 30, 2003. For fiscal 2004, certain Trusts experienced better than expected credit performance and decreased cumulative credit loss assumptions resulting in the

recognition of unrealized gains of $27.6 million for those securitization Trusts, while other Trusts experienced worse than expected credit performance and increased cumulative credit loss assumptions, resulting in the recognition of other-than-temporary impairment of $33.4 million.

Unrealized gains related to changes in interest rates of $0.5 million and $2.5 million for fiscal 2005 and 2004, respectively, resulted primarily from an increase in estimated future cash flows to be generated from investment income earned on the restricted cash and Trust collection accounts due to an increase in forward interest rate expectations.

Net unrealized gains of $12.3 million and $9.7 million were reclassified into earnings through accretion during fiscal 2005 and 2004, respectively, and relate primarily to recognition of actual excess cash collected over the Company’s prior estimate.


Years Ended June 30,	2005		2004		2005		2004
Unrealized gains related to changes in fair value	$	509	$	14,176	$	509	$	14,176
Reclassification of unrealized losses into earnings		4,546		14,333		4,546		14,333

	$	5,055	$	28,509	$	5,055	$	28,509

Unrealized gains related to changes in the fair value for fiscal 2005 and 2004, were primarily due to changes in the fair value of interest rate swap agreements, including the interest rate swap agreements executed in January 2005 related to the Company’s medium term note facility, 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 or losses on cash flow hedges of the Company’s credit enhancement assets are reclassified into earnings when unrealized gains or losses related to interest rate fluctuations on the Company’s credit enhancement assets are reclassified. However, if the Company expects that the continued reporting of a loss in accumulated other comprehensive income would lead to recognizing a net loss on the combination of the interest rate swap agreements and the credit enhancement assets, the loss is reclassified to earnings for the amount that is not expected to be recovered. Unrealized gains or losses on cash flow hedges of the Company’s 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 gains of $7.8 million and $1.3 million for fiscal 2005 and 2004, respectively, were included in other comprehensive (loss) income. The translation adjustment gains are due to the increase in the value of the Company’s Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates. The Company does not anticipate the settlement of intercompany transactions with its Canadian subsidiaries in the foreseeable future.

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

The Company’s net margin as reflected on the consolidated statements of income is as follows (in thousands):


Years Ended June 30,	2005			2004			2005			2004
Finance charge income	$	1,217,696		$	927,592		$	1,217,696		$	927,592
Other income		55,565			32,007			55,565			32,007
Interest expense		(264,276	)		(251,963	)		(264,276	)		(251,963	)

Net margin	$	1,008,985		$	707,636		$	1,008,985		$	707,636


Years Ended June 30,	2005		2004		2005		2004
Finance charge income	15.9	%	15.5	%	15.9	%	15.5	%
Other income	0.7		0.5		0.7		0.5
Interest expense	(3.4	)	(4.2	)	(3.4	)	(4.2	)

Net margin as a percentage of average finance receivables	13.2	%	11.8	%	13.2	%	11.8	%

The increase in net margin is due to an increase in earned acquisition fees on loans acquired subsequent to June 30, 2004, and a decline in cost of funds resulting from lower balance sheet leverage during fiscal 2005. Interest expense for fiscal 2004 also includes the recognition of deferred debt issuance costs related to the whole loan purchase facility that was repaid in September 2003.

The Company evaluates the profitability of its lending activities based partly upon the net margin related to its managed auto loan portfolio, including finance receivables and gain on sale receivables. The Company uses this information to analyze trends in the components of the profitability of its managed auto portfolio. Analysis of net margin on a managed basis allows the Company to determine which origination channels and loan products are most profitable, guides the Company in making pricing decisions for loan products and indicates if sufficient spread exists between the Company’s revenues and cost of funds to cover operating expenses and achieve corporate profitability objectives. Additionally, net margin on a managed basis facilitates comparisons of results between the Company and other finance companies (i) that do not securitize their receivables or (ii) have not structured any securitizations to qualify for gain on sale accounting treatment.

The Company routinely securitizes its receivables and prior to October 1, 2002, recorded a gain on the sale of such receivables. The net margin on a managed basis presented below assumes that all securitized receivables have not been sold and are still on the Company’s consolidated balance sheet. Accordingly, no servicing income would have been recognized. Instead, finance charges would be recognized over the life of the securitized receivables as earned, and interest and other costs related to the asset-backed securities would be recognized as incurred.

Average managed receivables consists of finance receivables held by the Company and finance receivables sold to the Company’s securitization Trusts in transactions accounted for as sales. The Company’s average managed receivables outstanding are as follows (in thousands):


Years Ended June 30,	2005		2004		2005		2004
Finance receivables	$	7,653,875	$	6,012,085	$	7,653,875	$	6,012,085
Gain on sale receivables		3,586,581		7,169,743		3,586,581		7,169,743

Average managed receivables	$	11,240,456	$	13,181,828	$	11,240,456	$	13,181,828

Average managed receivables outstanding decreased by 15% from 2004 to 2005 because collections and other liquidations of the Company’s managed receivables have exceeded new loan purchase volume.

Net margin for the Company’s managed finance receivables portfolio is as follows (in thousands):


Years Ended June 30,	2005			2004			2005			2004
Finance charge income	$	1,892,828		$	2,187,523		$	1,892,828		$	2,187,523
Other income		87,081			67,754			87,081			67,754
Interest expense		(437,885	)		(602,115	)		(437,885	)		(602,115	)

Net margin	$	1,542,024		$	1,653,162		$	1,542,024		$	1,653,162

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


Years Ended June 30,	2005		2004		2005		2004
Finance charge income	16.8	%	16.6	%	16.8	%	16.6	%
Other income	0.8		0.5		0.8		0.5
Interest expense	(3.9	)	(4.6	)	(3.9	)	(4.6	)

Net margin as a percentage of average managed auto receivables	13.7	%	12.5	%	13.7	%	12.5	%

Net margin as a percentage of average managed finance receivables increased for fiscal 2005 compared to fiscal 2004 primarily due to an increase in earned acquisition fees on loans acquired subsequent to June 30, 2004, and a decline in cost of funds from lower balance sheet leverage during fiscal 2005. Interest expense for fiscal 2004 also includes recognition of deferred debt issuance costs related to the whole loan purchase facility that was repaid in September 2003.

The following is a reconciliation of finance charge income as reflected on the Company’s consolidated statements of income to the Company’s managed basis finance charge income (in thousands):


Years Ended June 30,	2005		2004		2005		2004
Finance charge income per consolidated statements of income	$	1,217,696	$	927,592	$	1,217,696	$	927,592
Adjustments to reflect finance charge income earned on receivables in gain on sale Trusts		675,132		1,259,931		675,132		1,259,931

Managed basis finance charge income	$	1,892,828	$	2,187,523	$	1,892,828	$	2,187,523

The following is a reconciliation of other income as reflected on the Company’s consolidated statements of income to the Company’s managed basis other income:


Years Ended June 30,	2005		2004		2005		2004
Other income per consolidated statements of income	$	55,565	$	32,007	$	55,565	$	32,007
Adjustments to reflect investment income earned on cash in gain on sale Trusts		12,066		7,618		12,066		7,618
Adjustments to reflect other fees earned on receivables in gain on sale Trusts		19,450		28,129		19,450		28,129

Managed basis other income	$	87,081	$	67,754	$	87,081	$	67,754

The following is a reconciliation of interest expense as reflected on the Company’s consolidated statements of income to the Company’s managed basis interest expense (in thousands):


Years Ended June 30,	2005		2004		2005		2004
Interest expense per consolidated statements of income	$	264,276	$	251,963	$	264,276	$	251,963
Adjustments to reflect interest expense incurred by gain on sale Trusts		173,609		350,152		173,609		350,152

Managed basis interest expense	$	437,885	$	602,115	$	437,885	$	602,115

A summary of changes in the Company’s finance receivables is as follows (in thousands):


Years Ended June 30,	2004			2003			2004			2003
Balance at beginning of period	$	5,326,314		$	2,261,718		$	5,326,314		$	2,261,718
Loans purchased		3,474,407			6,310,584			3,474,407			6,310,584
Loans repurchased from gain on sale Trusts		400,369			139,656			400,369			139,656
Liquidations and other		(2,418,810	)		(877,738	)		(2,418,810	)		(877,738	)
Sold to gain on sale securitization Trusts					(2,507,906	)					(2,507,906	)

Balance at end of period	$	6,782,280		$	5,326,314		$	6,782,280		$	5,326,314

Average finance receivables	$	6,012,085		$	3,723,023		$	6,012,085		$	3,723,023

The decrease in loans purchased during fiscal 2004 as compared to fiscal 2003 resulted from a reduction in the number of the Company’s branch offices and a tightening of credit standards in connection with the Company’s revised operating plan implemented in February 2003. As of June 30, 2004, the Company operated 89 branch offices. During fiscal 2003, the Company operated as many as 251 branch offices. As of June 30, 2003, the Company operated 90 branch offices. The increase in liquidations and other resulted primarily from increased collections and charge-offs on finance receivables due to the increase in average finance receivables and average age, or seasoning, of the portfolio.

The average new loan size was $16,647 for fiscal 2004, compared to $16,833 for fiscal 2003. The average annual percentage rate for finance receivables purchased during fiscal 2004 was 16.0%, compared to 16.7% during fiscal 2003. The Company’s tightening of credit standards in connection with its revised

operating plan implemented in February 2003 resulted in a lower average annual percentage rate.

Finance charge income increased by 51% to $927.6 million for fiscal 2004 from $613.2 million for fiscal 2003, primarily due to the increase in average finance receivables. The Company’s effective yield on its finance receivables decreased to 15.4% for fiscal 2004 from 16.5% for fiscal 2003. 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 the Company’s auto finance contracts due to finance receivables in nonaccrual status. The effective yield decreased primarily due to a decrease in average annual percentage rates for finance receivables originated during fiscal 2004.

Subsequent to September 30, 2002, the Company’s securitization transactions were structured as secured financings. Therefore, no gain on sale was recorded for finance receivables securitized during fiscal 2004. The gain on sale of receivables for fiscal 2003 was $132.1 million, or 5.3% of finance receivables securitized.


Years Ended June 30,	2004			2003			2004			2003
Servicing fees	$	189,366		$	301,499		$	189,366		$	301,499
Other-than-temporary impairment		(33,364	)		(189,520	)		(33,364	)		(189,520	)
Accretion		100,235			99,351			100,235			99,351

	$	256,237		$	211,330		$	256,237		$	211,330

Average gain on sale receivables	$	7,169,743		$	12,013,489		$	7,169,743		$	12,013,489

Servicing fees are earned from servicing domestic finance receivables sold to gain on sale Trusts. Servicing fees decreased as a result of the decrease in average gain on sale receivables caused by the change in the Company’s securitization transaction structure from gain on sale to secured financing. Servicing fees were 2.6% and 2.5% of average gain on sale receivables for fiscal 2004 and 2003, respectively.

Other-than-temporary impairment of $33.4 million for fiscal 2004 resulted from higher than forecasted default rates in certain Trusts. Other-than-temporary impairment of $189.5 million for fiscal 2003, resulted from increased default rates caused by the continued weakness in the economy and lower than expected recovery proceeds caused by depressed used car values, as well as the expected delay in cash distributions from FSA Program securitizations which reduced the present value of such cash distributions.

The present value discount related to the Company’s credit enhancement assets represents the risk-adjusted time value of money on estimated cash flows. The present value discount on credit enhancement assets is accreted into earnings over the life of credit enhancement assets using the effective interest method. Additionally, unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. The Company recognized accretion of $100.2 million, or 8.2% of average credit enhancement assets, and $99.4 million, or 6.2% of average credit enhancement assets, during fiscal 2004 and 2003, respectively. The Company does not record accretion in a period when such accretion would cause an other-than-temporary impairment in a securitization pool. Accretion as a percentage of average credit enhancement assets was higher during fiscal 2004 as compared to fiscal 2003 as a result of fewer securitization transactions incurring other-than-temporary impairments during fiscal 2004.

Other income was $32.0 million for fiscal 2004, compared to $24.6 million for fiscal 2003. The increase in other income is primarily due to an increase in late fees and other fees associated with higher average finance receivables.

Operating expenses decreased to $325.8 million for fiscal 2004 from $373.7 million for fiscal 2003. Operating expenses declined primarily as a result of a reduction in workforce in November 2002, the implementation of a revised operating plan in February 2003 and the closing of the Company’s Jacksonville collections center in April 2004.

The Company recognized $15.9 million and $63.3 million in restructuring charges for fiscal 2004 and 2003, respectively. The restructuring charges for fiscal 2004 consisted primarily of facility costs related to the closing of the Company’s Jacksonville collections center, the elimination of excess space at its Chandler collections center and corporate headquarters, as well as adjustments to the restructuring charges related to the Company’s implementation of a revised operating plan in February 2003. The restructuring charges for fiscal 2003 included $6.9 million for the Company’s November 2002 reduction in workforce and $56.4 million related to the implementation of the February 2003 revised operating plan.

Provisions for loan losses are charged to income to bring the Company’s 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 fiscal year reflects inherent losses on receivables originated during that year and changes in the amount of inherent losses on receivables originated in prior years. The provision for loan losses decreased to $257.1 million for fiscal 2004 from $307.6 million for fiscal 2003 as a result of decreased origination

volume. As a percentage of average finance receivables, the provision for loan losses was 4.3% and 8.3% for fiscal 2004 and 2003, respectively. The provision for loan losses as a percentage of average finance receivables was higher for fiscal 2003, as compared to fiscal 2004, due to the Company’s transition to structuring securitization transactions as secured financings.

Interest expense increased to $252.0 million for fiscal 2004 from $202.2 million for fiscal 2003 due to higher debt levels. Average debt outstanding was $5,891.2 million and $4,167.8 million for fiscal 2004 and 2003, respectively. The Company’s effective rate of interest paid on its debt decreased to 4.3% from 4.9% as a result of lower short-term market interest rates. The increase in average debt outstanding resulted from the Company’s decision to structure securitization transactions subsequent to September 30, 2002, as secured financings.

The Company’s effective income tax rate was 37.8% for fiscal 2004 and 38.5% for fiscal 2003. The decrease in the Company’s effective income tax rate resulted primarily from lower Canadian tax rates combined with the impact of a change in the mix of business among states, resulting in a lower state tax rate.


Years Ended June 30,	2004			2003			2004			2003
Unrealized gains (losses) on credit enhancement assets	$	20,359		$	(140,905	)	$	20,359		$	(140,905	)
Unrealized gains on cash flow hedges		28,509			13,960			28,509			13,960
Canadian currency translation adjustment		1,347			12,396			1,347			12,396
Income tax (provision) benefit		(18,560	)		48,874			(18,560	)		48,874

	$	31,655		$	(65,675	)	$	31,655		$	(65,675	)

Unrealized gains (losses) on credit enhancement assets consisted of the following (in thousands):


Years Ended June 30,	2004			2003			2004			2003
Unrealized gains at time of sale				$	11,091					$	11,091
Unrealized gains (losses) related to changes in credit loss assumptions	$	27,555			(96,901	)	$	27,555			(96,901	)
Unrealized gains (losses) related to changes in interest rates		2,464			(19,533	)		2,464			(19,533	)
Reclassification of unrealized gains into earnings through accretion		(9,660	)		(35,562	)		(9,660	)		(35,562	)

	$	20,359		$	(140,905	)	$	20,359		$	(140,905	)

The Company increased the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 12.4% to 14.9% as of June 30, 2004, from a range of 11.3% to 14.7% as of June 30, 2003. On a Trust by Trust basis, certain Trusts experienced worse than expected credit performance for fiscal 2004, and increased cumulative credit loss assumptions resulting in other-than-temporary impairment. Certain other Trusts experienced better than expected credit performance for fiscal 2004, resulting in decreased cumulative credit loss assumptions resulting in unrealized gains of $27.6 million for those securitization Trusts. Unrealized losses of $96.9 million for fiscal 2003 resulted from an increase in the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 11.3% to 14.7% as of June 30, 2003, from a range of 10.4% to 12.7% as of June 30, 2002.

Unrealized gains related to changes in interest rates of $2.5 million for fiscal 2004 resulted primarily from an increase in estimated future cash flows to be generated from investment income earned on the restricted cash and trust collection accounts due to an increase in forward interest rate expectations. Unrealized losses related to changes in interest rates of $19.5 million for fiscal 2003 resulted primarily from a decline in estimated future cash flows to be generated from investment income earned on the restricted cash and Trust collections accounts due to lower interest rates. The lower earnings were partially offset by an increase in value associated with a decrease in interest rates payable to investors on the floating rate tranches of securitization transactions.

Net unrealized gains of $9.7 million and $35.6 million were reclassified into earnings through accretion during fiscal 2004 and 2003, respectively, and relate primarily to recognition of actual excess cash collected over the Company’s prior estimate and recognition of unrealized gains at time of sale.


Years Ended June 30,	2004		2003			2004		2003
Unrealized gains (losses) related to changes in fair value	$	14,176	$	(52,637	)	$	14,176	$	(52,637	)
Reclassification of unrealized losses into earnings		14,333		66,597			14,333		66,597

	$	28,509	$	13,960		$	28,509	$	13,960

Unrealized gains (losses) related to changes in fair value for fiscal 2004 and 2003, were primarily 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.

Canadian currency translation adjustment gains of $1.3 million and $12.4 million for fiscal 2004 and 2003, respectively, were included in other comprehensive income (loss). The translation adjustment gains are due to the increase in the value of the Company’s Canadian dollar denominated assets related to the decline in the U.S. dollar to Canadian dollar conversion rates. The Company does not anticipate the settlement of intercompany transactions with its Canadian subsidiaries in the foreseeable future.

The Company’s net margin as reflected on the consolidated statements of income is as follows (in thousands):


Years Ended June 30,	2004			2003			2004			2003
Finance charge income	$	927,592		$	613,225		$	927,592		$	613,225
Other income		32,007			24,642			32,007			24,642
Interest expense		(251,963	)		(202,225	)		(251,963	)		(202,225	)

Net margin	$	707,636		$	435,642		$	707,636		$	435,642


Years Ended June 30,	2004		2003		2004		2003
Finance charge income	15.5	%	16.5	%	15.5	%	16.5	%
Other income	0.5		0.6		0.5		0.6
Interest expense	(4.2	)	(5.4	)	(4.2	)	(5.4	)

Net margin as a percentage of average finance receivables	11.8	%	11.7	%	11.8	%	11.7	%

(i) that do not securitize their receivables or (ii) have not structured any securitizations to qualify for gain on sale accounting treatment.

The Company routinely securitizes its receivables and prior to October 1, 2002, recorded a gain on the sale of such receivables. The net margin on a managed basis presented below assumes that all securitized receivables have not been sold and are still on the Company’s consolidated balance sheet. Accordingly, no gain on sale or servicing income would have been recognized. Instead, finance charges would be recognized over the life of the securitized receivables as earned, and interest and other costs related to the asset-backed securities would be recognized as incurred.


Years Ended June 30,	2004		2003		2004		2003
Finance receivables	$	6,012,085	$	3,723,023	$	6,012,085	$	3,723,023
Gain on sale receivables		7,169,743		12,013,489		7,169,743		12,013,489

Average managed receivables	$	13,181,828	$	15,736,512	$	13,181,828	$	15,736,512

Average managed receivables outstanding decreased by 16% because collections and other liquidations of the Company’s managed receivables have exceeded new loan purchase volume since implementation of the revised operating plan in February 2003.

Net margin for the Company’s managed finance receivables portfolio is as follows (in thousands):


Years Ended June 30,	2004			2003			2004			2003
Finance charge income	$	2,187,523		$	2,662,249		$	2,187,523		$	2,662,249
Other income		67,754			69,794			67,754			69,794
Interest expense		(602,115	)		(779,862	)		(602,115	)		(779,862	)

Net margin	$	1,653,162		$	1,952,181		$	1,653,162		$	1,952,181

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


Years Ended June 30,	2004		2003		2004		2003
Finance charge income	16.6	%	16.9	%	16.6	%	16.9	%
Other income	0.5	%	0.5	%	0.5	%	0.5	%
Interest expense	(4.6	)	(5.0	)	(4.6	)	(5.0	)

Net margin as a percentage of average managed auto receivables	12.5	%	12.4	%	12.5	%	12.4	%

The following is a reconciliation of finance charge income as reflected on the Company’s consolidated statements of income to the Company’s managed basis finance charge income (in thousands):


Years Ended June 30,	2004		2003		2004		2003
Finance charge income per consolidated statements of income	$	927,592	$	613,225	$	927,592	$	613,225
Adjustments to reflect finance charge income earned on receivables in gain on sale Trusts		1,259,931		2,049,024		1,259,931		2,049,024

Managed basis finance charge income	$	2,187,523	$	2,662,249	$	2,187,523	$	2,662,249

The following is a reconciliation of other income as reflected on the Company’s consolidated statements of income to the Company’s managed basis other income:


Years Ended June 30,	2004		2003		2004		2003
Other income per consolidated statements of income	$	32,007	$	24,642	$	32,007	$	24,642
Adjustments to reflect investment income earned on cash in gain on sale Trusts		7,618		10,716		7,618		10,716
Adjustments to reflect other fees earned on receivables in gain on sale Trusts		28,129		34,436		28,129		34,436

Managed basis other income	$	67,754	$	69,794	$	67,754	$	69,794

The following is a reconciliation of interest expense as reflected on the Company’s consolidated statements of income to the Company’s managed basis interest expense (in thousands):


Years Ended June 30,	2004		2003		2004		2003
Interest expense per consolidated statements of income	$	251,963	$	202,225	$	251,963	$	202,225
Adjustments to reflect interest expense incurred by gain on sale Trusts		350,152		577,637		350,152		577,637

Managed basis interest expense	$	602,115	$	779,862	$	602,115	$	779,862

The Company provides financing in relatively high-risk markets, and, therefore, anticipates a corresponding high level of delinquencies and charge-offs.

Finance receivables on the Company’s balance sheets include receivables purchased but not yet securitized and receivables securitized by the Company after September 30, 2002. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses on

the balance sheet at a level considered adequate to cover probable credit losses inherent in finance receivables.

Prior to October 1, 2002, the Company periodically sold receivables to Trusts in securitization transactions accounted for as a sale of receivables and retained an interest in the receivables sold in the form of credit enhancement assets. Credit enhancement assets are reflected on the Company’s balance sheet at estimated fair value, calculated based upon the present value of estimated excess future cash flows from the Trusts using, among other assumptions, estimates of future credit losses on the receivables sold. Receivables sold to Trusts that are subsequently charged off decrease the amount of excess future cash flows from the Trusts. If such charge-offs are expected to exceed the Company’s estimates of cumulative credit losses or if the actual timing of these losses differs from expected timing, the fair value of credit enhancement assets is written down through an other-than-temporary impairment charge to earnings to the extent the write-down exceeds any previously recorded unrealized gain.

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


June 30, 2005	Finance Receivables			Gain on Sale		Total Managed		Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables	$	8,838,968		$	2,163,941	$	11,002,909	$	8,838,968		$	2,163,941	$	11,002,909

Nonaccretable acquisition fees		(199,810	)						(199,810	)
Allowance for loan losses		(341,408	)						(341,408	)

Receivables, net	$	8,297,750						$	8,297,750

Number of outstanding contracts		692,946			247,634		940,580		692,946			247,634		940,580

Average principal amount of outstanding contract (in dollars)	$	12,756		$	8,738	$	11,698	$	12,756		$	8,738	$	11,698

Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		6.1	%						6.1	%


June 30, 2004	Finance Receivables			Gain on Sale		Total Managed		Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables	$	6,782,280		$	5,140,522	$	11,922,802	$	6,782,280		$	5,140,522	$	11,922,802

Nonaccretable acquisition fees		(176,203	)						(176,203	)
Allowance for loan losses		(242,208	)						(242,208	)

Receivables, net	$	6,363,869						$	6,363,869

Number of outstanding contracts		508,517			503,154		1,011,671		508,517			503,154		1,011,671

Average principal amount of outstanding contract (in dollars)	$	13,337		$	10,217	$	11,785	$	13,337		$	10,217	$	11,785

Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		6.2	%						6.2	%

The allowance for loan losses and nonaccretable acquisition fees increased to $541.2 million, or 6.1% of finance receivables, at June 30, 2005, from $418.4 million, or 6.2% of finance receivables, at June 30, 2004. The increase in the amount of allowance for loan losses and nonaccretable acquisition fees resulted from increased finance receivables outstanding.

The following is a summary of managed 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):


June 30, 2005	Finance Receivables				Gain on Sale				Total Managed				Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
June 30, 2005													Amount		Percent		Amount		Percent		Amount		Percent
June 30, 2005
31 to 60 days	$	385,577	4.3	%	$	190,085	8.8	%	$	575,662	5.2	%	$	385,577	4.3	%	$	190,085	8.8	%	$	575,662	5.2	%
Greater-than-60 days		155,795	1.8			85,497	3.9			241,292	2.2			155,795	1.8			85,497	3.9			241,292	2.2

		541,372	6.1			275,582	12.7			816,954	7.4			541,372	6.1			275,582	12.7			816,954	7.4
In repossession		26,534	0.3			12,047	0.6			38,581	0.4			26,534	0.3			12,047	0.6			38,581	0.4

	$	567,906	6.4	%	$	287,629	13.3	%	$	855,535	7.8	%	$	567,906	6.4	%	$	287,629	13.3	%	$	855,535	7.8	%


June 30, 2004	Finance Receivables				Gain on Sale				Total Managed				Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
June 30, 2004													Amount		Percent		Amount		Percent		Amount		Percent
June 30, 2004
31 to 60 days	$	285,291	4.2	%	$	462,723	9.0	%	$	748,014	6.3	%	$	285,291	4.2	%	$	462,723	9.0	%	$	748,014	6.3	%
Greater-than-60 days		106,390	1.6			173,888	3.4			280,278	2.3			106,390	1.6			173,888	3.4			280,278	2.3

		391,681	5.8			636,611	12.4			1,028,292	8.6			391,681	5.8			636,611	12.4			1,028,292	8.6
In repossession		12,692	0.2			20,558	0.4			33,250	0.3			12,692	0.2			20,558	0.4			33,250	0.3

	$	404,373	6.0	%	$	657,169	12.8	%	$	1,061,542	8.9	%	$	404,373	6.0	%	$	657,169	12.8	%	$	1,061,542	8.9	%

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 the Company’s managed 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 the Company’s 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.

The Company has experienced improved credit performance on loans originated since February 2003. A greater percentage of total managed finance receivables at June 30, 2005, as compared to that same percentage at June 30, 2004, were originated since February 2003. Accordingly, total managed finance receivables 31 to 60 days and greater-than-60 days delinquent were lower at June 30, 2005, as compared to June 30, 2004. Delinquencies in finance receivables are lower than delinquencies in gain on sale receivables due to improved credit performance on loans originated since the implementation of a revised operating plan in February 2003 as well as the relative lower overall seasoning of such finance receivables. Delinquencies in finance receivables

were higher at June 30, 2005, as compared to June 30, 2004, as a result of seasoning of the finance receivables.

In accordance with its policies and guidelines, the Company, at times, offers 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). The Company’s policies and guidelines, as well as certain contractual restrictions in the Company’s warehouse credit facilities and securitization transactions, limit the number and frequency of deferments that may be granted. The Company’s policies and guidelines generally limit the granting of deferments on new accounts until a requisite number of payments have been received. Due to the nature of the Company’s customer base and policies and guidelines of the deferral program, approximately 50% of accounts currently comprising the managed portfolio will 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 managed receivables outstanding were as follows:


Years Ended June 30,	2005		2004		2003		2005		2004		2003
Finance receivables (as a percentage of average finance receivables)	5.0	%	4.4	%	1.5	%	5.0	%	4.4	%	1.5	%

Gain on sale receivables (as a percentage of average gain on sale receivables)	9.4	%	8.2	%	8.2	%	9.4	%	8.2	%	8.2	%

Total managed portfolio (as a percentage of average managed receivables)	6.4	%	6.4	%	6.6	%	6.4	%	6.4	%	6.6	%

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


June 30, 2005	Finance Receivables		Gain on Sale		Total Managed		Finance Receivables		Gain on Sale		Total Managed
Never deferred	82.5	%	38.1	%	73.8	%	82.5	%	38.1	%	73.8	%
Deferred:
1-2 times	15.0		42.6		20.4		15.0		42.6		20.4
3-4 times	2.3		19.1		5.6		2.3		19.1		5.6
Greater than 4 times	0.2		0.2		0.2		0.2		0.2		0.2

Total deferred	17.5		61.9		26.2		17.5		61.9		26.2

Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%


June 30, 2004	Finance Receivables		Gain on Sale		Total Managed		Finance Receivables		Gain on Sale		Total Managed
Never deferred	85.0	%	51.0	%	70.3	%	85.0	%	51.0	%	70.3	%
Deferred:
1-2 times	13.7		41.4		25.7		13.7		41.4		25.7
3-4 times	1.1		7.4		3.8		1.1		7.4		3.8
Greater than 4 times	0.2		0.2		0.2		0.2		0.2		0.2

Total deferred	15.0		49.0		29.7		15.0		49.0		29.7

Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

The percentage of loans deferred is greater for the Company’s gain on sale receivables as compared to its finance receivables as a result of seasoning of the gain on sale receivables as well as overall improved credit performance on loans originated since the implementation of the Company’s revised operating plan in February 2003.

The Company evaluates the results of its 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, the Company believes that payment deferrals granted according to its policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

Changes in deferment levels do not have a direct impact on the ultimate amount of finance receivables charged off by the Company. 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 the Company’s 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.

The following table presents charge-off data with respect to the Company’s managed finance receivables portfolio (dollars in thousands):

Net charge-offs as a percentage of average managed receivables outstanding may vary from period to period based upon the average age or seasoning of the portfolio and economic factors. The decrease in net charge-offs for fiscal 2005, as compared to fiscal 2004, resulted primarily from improved credit performance on loans originated since the implementation of the Company’s

revised operating plan in February 2003 and a declining managed portfolio balance, combined with an overall improvement in recovery rates. The increase in net charge-offs for fiscal 2004, as compared to fiscal 2003, resulted primarily from the Company’s change in repossession charge-off policy during fiscal 2004 and weakness in the economy during the first half of fiscal 2004. Prior to December 31, 2003, receivables were charged off when the Company repossessed and disposed of the automobile or the account was otherwise deemed uncollectible. In implementing the new repossession charge-off policy, the Company incurred additional charge-offs of $49.6 million in fiscal 2004 related to the acceleration of charge-off timing for certain accounts already repossessed.

The Company’s primary sources of cash are finance charge income, servicing fees, distributions from securitization Trusts, issuances of senior notes and equity, borrowings under warehouse credit facilities, transfers of finance receivables to Trusts in securitization transactions and collections and recoveries on finance receivables. The Company’s primary uses of cash have been purchases of finance receivables, repayment of warehouse credit facilities, securitization notes payable and senior notes, funding credit enhancement requirements for securitization transactions, operating expenses, income taxes and stock repurchases.

The Company used cash of $5,447.4 million, $3,859.7 million and $6,559.6 million for the purchase of finance receivables during fiscal 2005, 2004 and 2003, respectively. These purchases were funded initially utilizing cash and warehouse credit facilities and subsequently the long-term financing of finance receivables in securitization transactions as well as, in fiscal 2003, through the sale of receivables under a whole loan purchase facility.

In the normal course of business, in addition to using its available cash, the Company pledges receivables and borrows under its warehouse credit facilities to fund its operations and repays these borrowings as appropriate under its cash management strategy.

As of June 30, 2005, warehouse credit facilities consisted of the following (in millions):

In August 2004, the Company entered into the $400.0 million repurchase facility pursuant to which the Company can finance the repurchase of finance receivables from securitization Trusts upon exercise of the cleanup call option. Subsequent to June 30, 2005, the Company amended the agreement to increase the facility limit to $500.0 million and extended its maturity to August 2006.

In October 2004, the Company terminated a $500.0 million medium term note facility and entered into the $650.0 million medium term note facility.

In November 2004, the Company renewed its $1,950.0 million commercial paper facility, extending the $150.0 million one-year maturity to November 2005 and the $1,800.0 million three year maturity to November 2007.

In January 2005, the Company entered into the $150.0 million near prime facility to fund higher credit quality receivables. Subsequent to June 30, 2005, the Company amended the agreement to increase the facility limit to $400.0 million and extended its maturity to July 2006.

The Company’s warehouse credit facilities contain various covenants requiring certain minimum financial ratios, asset quality and portfolio performance ratios (cumulative net loss, delinquency and repossession ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements or restrict the Company’s ability to obtain additional borrowings under these agreements.

As of June 30, 2005, the Company’s warehouse credit facilities were in compliance with all covenants.

In March 2003, the Company entered into a whole loan purchase facility with an original term of approximately four years under which the Company transferred $1.0 billion of finance receivables to a special purpose finance subsidiary of the Company and received an advance of $875.0 million from the purchaser. Additionally, the Company issued a $30.0 million note to the purchaser representing debt issuance costs in the form of a residual interest in the finance receivables transferred. In September 2003, the Company terminated the whole loan purchase facility.

In November 2003, the Company issued $200.0 million of contingently convertible senior notes that are due in November 2023. Interest on the notes is payable semiannually at a rate of 1.75% per annum. The notes, which are uncollateralized, are convertible prior to maturity into shares of the Company’s common stock at $18.68 per share. Additionally, the Company may exercise its option to repurchase the notes, or holders of the convertible senior notes may require the Company to repurchase the notes, on November 15, 2008, at a price equal to 100.25% of the principal amount of the notes redeemed, or after November 15, 2008 at par.

In conjunction with the issuance of the convertible senior notes, the Company purchased a call option that entitles it to purchase shares of the Company’s stock in an amount equal to the number of shares convertible at $18.68 per share. This call option allows the Company to offset the dilution of its shares if the conversion feature of the senior convertible notes is exercised. The Company also issued warrants to purchase 10,705,205 shares of the Company’s common stock. Each warrant entitles the holder, at its option, and subject to certain provisions within the warrant agreement, to purchase shares of common stock from the Company at $28.20 per share, at any time prior to its expiration on October 15, 2008.

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


Years Ending June 30,	2006		2007		2008		2009		2010		Thereafter		Total		2006		2007		2008		2009		2010		Thereafter		Total
Operating leases	$	16,080	$	14,375	$	13,520	$	12,669	$	12,601	$	18,423	$	87,668	$	16,080	$	14,375	$	13,520	$	12,669	$	12,601	$	18,423	$	87,668
Other notes payable		5,362		2,931		36								8,329		5,362		2,931		36								8,329
Medium term note						650,000								650,000						650,000								650,000
Repurchase facility		215,613												215,613		215,613												215,613
Near prime facility		125,361												125,361		125,361												125,361
Securitization notes payable		3,062,691		2,394,183		1,001,806		707,798						7,166,478		3,062,691		2,394,183		1,001,806		707,798						7,166,478
Senior notes								167,750						167,750								167,750						167,750
Convertible senior notes												200,000		200,000												200,000		200,000
Total expected interest payments		265,532		161,125		75,986		18,871		3,500		46,812		571,826		265,532		161,125		75,986		18,871		3,500		46,812		571,826

Total	$	3,690,639	$	2,572,614	$	1,741,348	$	907,088	$	16,101	$	265,235	$	9,193,025	$	3,690,639	$	2,572,614	$	1,741,348	$	907,088	$	16,101	$	265,235	$	9,193,025

The Company has completed 49 securitization transactions through June 30, 2005. The proceeds from the transactions were primarily used to repay borrowings outstanding under the Company’s warehouse credit facilities.

A summary of the active transactions through June 30, 2005, is as follows (in millions):

Prior to October 1, 2002, the Company structured its securitization transactions to meet the accounting criteria for sales of finance receivables under generally accepted accounting principles in the United States of America. The Company changed the structure of securitization transactions completed subsequent to September 30, 2002, to no longer meet the accounting criteria for sale of finance receivables. Accordingly, following a securitization, the finance receivables are transferred to a securitization Trust, which is a special purpose finance subsidiary of AmeriCredit Corp. The related securitization notes payable issued by these Trusts remain on the Company’s consolidated balance sheets. While these Trusts are included in the Company’s 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 creditors of AmeriCredit Corp. or its other subsidiaries. This change in securitization structure does not change the Company’s requirement to provide credit enhancement in order to attain specific credit ratings for the asset-backed securities issued by the Trusts. The Company typically makes an initial deposit to a restricted cash account and transfers finance receivables in excess of the amount of asset-backed securities issued to create initial overcollateralization. The Company subsequently uses excess cash flows generated by the Trusts to either increase the restricted cash account or repay the outstanding asset-backed securities on an accelerated basis, thereby creating additional credit enhancement through overcollateralization in the Trusts. When the credit enhancement levels reach specified percentages of the Trust’s pool of receivables, excess cash flows are distributed to the Company.

The Company employs two types of securitization structures to meet its credit enhancement requirements. The structure the Company has utilized most frequently involves the purchase of a financial guaranty policy issued by an insurer to cover the asset-backed securities and may include the use of reinsurance or other alternative credit enhancement products to reduce the required initial deposit to the restricted cash account and initial overcollateralization. However, the Company currently has no outstanding commitments to obtain reinsurance or other alternative credit enhancement products and will likely provide initial credit enhancement deposits in future securitization transactions from its existing capital resources.

The Company’s second type of securitization structure involves the sale of subordinated asset-backed securities in order to provide credit enhancement for the senior asset-backed securities. The subordinated asset-backed securities replace a portion of the Company’s credit enhancement required in a securitization transaction in a manner similar to the utilization of insurance or other alternative credit enhancements described in the preceding paragraph.

The Company’s most recent securitization transaction completed in August 2005 covered by a financial guaranty insurance policy required an initial cash

deposit and overcollateralization level of 9.5% of the original receivable pool balance; and target credit enhancement levels must reach 15.5% of the receivable pool balance before cash is distributed to the Company. Under this structure, the Company typically expects to begin to receive cash distributions approximately five to eight months after receivables are securitized. Securitization transactions covered by financial guaranty insurance policies completed in calendar year 2003, calendar year 2004 and until the most recent transaction had initial cash deposits and overcollateralization levels between 9.5% and 12.0% and contained target credit enhancement levels of 17.0% to 18.5%. Increases or decreases to the credit enhancement level on future securitization transactions will depend on the net interest margin, credit performance trends of the Company’s finance receivables, the Company’s financial condition and the economic environment. The Company believes that additional securitizations to be completed in fiscal 2006 will require initial cash and overcollateralization levels and target credit enhancement levels similar to levels in its most recent securitization transaction.

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


Years Ended June 30,	2005		2004		2003		2005		2004		2003
Initial credit enhancement deposits:
Gain on sale Trusts:
Restricted cash					$	50.2					$	50.2
Overcollateralization						7.9						7.9
Secured financing Trusts:
Restricted cash	$	98.3	$	96.4		117.6	$	98.3	$	96.4		117.6
Overcollateralization		363.3		479.9		299.1		363.3		479.9		299.1
Distributions from Trusts, net of swap payments:
Gain on sale Trusts		547.0		338.3		140.8		547.0		338.3		140.8
Secured financing Trusts		550.7		248.2		117.7		550.7		248.2		117.7

With respect to the Company’s 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 triggers) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased.

could be used to fund target credit enhancement requirements with respect to FSA Program securitizations in which specified portfolio performance ratios had been exceeded, rather than being distributed to the Company.

The Company’s securitization transactions insured by financial guaranty insurance providers, including FSA, since October 2002 are cross-collateralized to a more limited extent. In the event of a shortfall in the original target credit enhancement requirement for any of these securitization Trusts after a certain period of time, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. In one of the Company’s securitization transactions, if a secured party receives a notice of a rating agency review for downgrade or if there is a downgrade of any class of notes (without taking into consideration the presence of the financial guaranty insurance policy) excess cash flows from other securitization transactions insured by the same insurance provider would be utilized to satisfy any increased target credit enhancement requirements.

The agreements that the Company enters into with its financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss triggers) 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 terminate the Company’s 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 under one servicing agreement would allow the financial guaranty insurance provider to terminate the Company’s 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, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them as additional credit enhancement. This, in turn, could result in defaults under the Company’s other securitizations and other material indebtedness. Although the Company has never exceeded these additional targeted portfolio performance ratios, and does not anticipate violating any event of default triggers for its securitizations, there can be no assurance that the Company’s servicing rights with respect to the automobile receivables in such Trusts or any other Trusts will not be terminated if (i) such targeted portfolio performance ratios are breached, (ii) the Company breaches its obligations under the servicing agreements, (iii) the financial guaranty insurance providers are required to make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of June 30, 2005, no such termination events have occurred with respect to any of the Trusts formed by the Company.

During fiscal 2005, the Company repurchased 16,507,529 shares of its common stock, at an average cost of $21.96 per share, under stock repurchase plans approved by the Board of Directors since April 2004. As of June 30, 2005, the existing stock repurchase plan authorizes the Company to repurchase another $305.3 million of its common stock. During July and August 2005, the Company repurchased an additional 4,372,472 shares of its common stock, at an average cost of $25.69 per share. As of August 31, 2005, the remaining stock repurchase plan authorizes the Company to repurchase another $192.9 million of its common stock.

The Company believes that it has sufficient liquidity to achieve its growth strategies in fiscal 2006. As of June 30, 2005, the Company had unrestricted cash balances of $663.5 million. Assuming that origination volume ranges from $5.8 billion to $6.2 billion in fiscal 2006 and the initial credit enhancement requirement for the Company’s securitization transactions remains at 9.5% (the level for the most recent securitization completed in August 2005), the Company would require $551.0 million to $589.0 million in cash or liquidity to fund initial credit enhancement in fiscal 2006. The Company expects that cash distributions from its securitization transactions will exceed the funding requirement for initial credit enhancement deposits for fiscal 2006. The Company will continue to require the execution of additional securitization transactions in fiscal 2006. There can be no assurance that funding will be available to the Company through the execution of securitization transactions or, if available, that the funding will be on acceptable terms. If the Company is unable to execute securitization transactions on a regular basis, and was otherwise unable to issue any other debt or equity, it would not have

sufficient funds to finance new loan originations and, in such event, the Company would be required to revise the scale of its business, including possible discontinuation of loan origination activities, which would have a material adverse effect on the Company’s ability to achieve its business and financial objectives.

Prior to October 1, 2002, the Company structured its securitization transactions to meet the accounting criteria for sales of finance receivables. Under this structure, notes issued by the Company’s unconsolidated qualified special purpose finance subsidiaries are not recorded as liabilities on the Company’s consolidated balance sheets. See Liquidity and Capital ~~Resources—~~Resources – Securitization for a detailed discussion of the Company’s securitization transactions.

~~ITEM 7A.~~ ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

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

Finance receivables purchased by the Company and pledged to secure borrowings under its warehouse credit facilities bear fixed interest rates. Amounts borrowed under the Company’s warehouse 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 warehouse credit facility, the Company’s special purpose finance subsidiaries are contractually required to purchase interest rate cap agreements in connection with borrowings under the Company’s warehouse 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 the Company’s interest rate risk

management strategy and when economically feasible, the Company may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid by its 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 the Company is included in derivative financial instruments on the Company’s consolidated balance sheets.

In January 2005, the Company entered into interest rate swap agreements to hedge the variability in interest payments on its medium term notes facility caused by fluctuations in the benchmark interest rate. These interest rate swap agreements are designated and qualify as cash flow hedges. The fair values of the interest rate swap agreements are included in other assets on the consolidated balance sheets.

The interest rate demanded by investors in the Company’s securitization transactions depends on prevailing market interest rates for comparable transactions and the general interest rate environment. The Company utilizes several strategies to minimize the impact of interest rate fluctuations on its gross interest rate margin, including the use of derivative financial instruments, the regular sale or pledging of auto receivables to securitization Trusts and pre-funding of securitization transactions.

In its securitization transactions, the Company transfers 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. The Company uses interest rate swap agreements to convert the variable rate exposures on securities issued by its securitization Trusts to a fixed rate, thereby locking in the gross interest rate spread to be earned by the Company over the life of a securitization accounted for as a secured financing that would have been affected by changes in interest rates. Interest rate swap agreements purchased by the Company 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 the Company from the Trusts. The Company utilizes such arrangements to modify its net interest sensitivity to levels deemed appropriate based on the Company’s 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, the Company may choose not to hedge potential fluctuations in cash flows due to changes in interest rates. The Company’s special purpose finance subsidiaries are contractually required to

provide additional credit enhancement on their floating rate securities even if the Company chooses not to hedge its future cash flows. To comply with this requirement, the special purpose finance subsidiary purchases an interest rate cap agreement. Although the interest rate cap agreements are purchased by the Trusts, cash outflows from the Trusts ultimately impact the Company’s retained interests in the securitization transactions as cash expended by the securitization Trusts will decrease the ultimate amount of cash to be received by the Company. Therefore, when economically feasible, the Company 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 structured as secured financings are included in other assets and the fair value of the interest rate cap agreements sold by the Company are included in derivative financial instruments on the Company’s consolidated balance sheets. Changes in the fair value of the interest rate cap agreements sold by the Company are reflected in interest expense on the Company’s consolidated statements of income.

Pre-funding securitizations is the practice of issuing more asset-backed securities than needed to cover finance receivables initially sold or pledged to the Trust. The proceeds from the pre-funded portion are held in an

escrow account until additional receivables are delivered to the Trust in amounts up to the pre-funded balance held in the escrow account. The use of pre-funded securitizations allows the Company to lock in borrowing costs with respect to the finance receivables subsequently delivered to the Trust. However, the Company incurs an expense in pre-funded securitizations during the period between the initial securitization and the subsequent delivery of finance receivables equal to the difference between the interest earned on the proceeds held in the escrow account and the interest rate paid on the asset-backed securities outstanding.

The following table provides information about the Company’s interest rate-sensitive financial instruments by expected maturity date as of June 30, 2005 (dollars in thousands):


Years Ending June 30,	2006			2007			2008			2009			2010			Thereafter			Fair Value		2006			2007			2008			2009			2010			Thereafter			Fair Value
Assets:
Finance receivables	$	3,764,245		$	2,541,040		$	1,452,754		$	735,561		$	282,948		$	62,420		$	8,383,761	$	3,764,245		$	2,541,040		$	1,452,754		$	735,561		$	282,948		$	62,420		$	8,383,761
Weighted average annual percentage rate		16.37	%		16.20	%		16.05	%		15.98	%		15.96	%		15.95	%				16.37	%		16.20	%		16.05	%		15.98	%		15.96	%		15.95	%
Interest-only receivables from Trusts	$	29,905																	$	29,905	$	29,905																	$	29,905
Interest rate swaps
Notional amounts	$	478,301		$	937,841		$	9,848		$	171,636		$	124,516					$	7,259	$	478,301		$	937,841		$	9,848		$	171,636		$	124,516					$	7,259
Average pay rate		3.71	%		3.92	%		4.20	%		4.20	%		4.20	%							3.71	%		3.92	%		4.20	%		4.20	%		4.20	%
Average receive rate		4.11	%		4.21	%		4.10	%		4.21	%		4.27	%							4.11	%		4.21	%		4.10	%		4.21	%		4.27	%
Interest rate caps purchased
Notional amounts	$	269,162		$	83,873		$	57,637		$	65,945		$	75,634		$	72,895		$	1,280	$	269,162		$	83,873		$	57,637		$	65,945		$	75,634		$	72,895		$	1,280
Average strike rate		6.10	%		6.25	%		6.23	%		6.20	%		6.14	%		5.96	%				6.10	%		6.25	%		6.23	%		6.20	%		6.14	%		5.96	%

Liabilities:
Warehouse credit facilities
Principal amounts	$	340,974					$	650,000											$	990,974	$	340,974					$	650,000											$	990,974
Weighted average effective interest rate		4.21	%					4.36	%													4.21	%					4.36	%
Securitization notes payable
Principal amounts	$	3,062,691		$	2,394,183		$	1,001,806		$	707,798								$	7,100,095	$	3,062,691		$	2,394,183		$	1,001,806		$	707,798								$	7,100,095
Weighted average effective interest rate		3.54	%		3.73	%		4.02	%		4.29	%										3.54	%		3.73	%		4.02	%		4.29	%
Senior notes
Principal amounts										$	167,750								$	179,283										$	167,750								$	179,283
Weighted average effective interest rate											9.25	%																			9.25	%
Convertible senior notes
Principal amounts																$	200,000		$	286,592																$	200,000		$	286,592
Weighted average effective interest rate																	1.75	%																			1.75	%
Interest rate caps sold
Notional amounts	$	237,851		$	83,873		$	57,637		$	65,945		$	75,634		$	72,895		$	1,090	$	237,851		$	83,873		$	57,637		$	65,945		$	75,634		$	72,895		$	1,090
Average strike rate		6.19	%		6.25	%		6.23	%		6.20	%		6.14	%		5.96	%				6.19	%		6.25	%		6.23	%		6.20	%		6.14	%		5.96	%

The following table provides information about the Company’s interest rate-sensitive financial instruments by expected maturity date as of June 30, 2004 (dollars in thousands):


Years Ending June 30,	2005			2006			2007			2008			2009			Thereafter			Fair Value		2005			2006			2007			2008			2009			Thereafter			Fair Value
Assets:
Finance receivables	$	2,601,266		$	1,872,333		$	1,249,827		$	728,927		$	281,149		$	48,778		$	6,732,272	$	2,601,266		$	1,872,333		$	1,249,827		$	728,927		$	281,149		$	48,778		$	6,732,272
Weighted average annual percentage rate		16.34	%		16.14	%		15.99	%		15.80	%		15.50	%		15.27	%				16.34	%		16.14	%		15.99	%		15.80	%		15.50	%		15.27	%
Interest-only receivables from Trusts	$	52,982		$	46,392		$	11,578											$	110,952	$	52,982		$	46,392		$	11,578											$	110,952
Interest rate caps purchased
Notional amounts	$	871,036		$	366,838		$	232,846		$	174,594		$	111,394		$	40,833		$	5,931	$	871,036		$	366,838		$	232,846		$	174,594		$	111,394		$	40,833		$	5,931
Average strike rate		5.86	%		6.32	%		5.90	%		4.75	%		4.75	%		4.75	%				5.86	%		6.32	%		5.90	%		4.75	%		4.75	%		4.75	%

Liabilities:
Warehouse credit facilities Principal amounts	$	500,000																	$	500,000
Warehouse credit facilities
Principal amounts																					$	500,000																	$	500,000
Weighted average effective interest rate		2.97	%																			2.97	%
Securitization notes payable Principal amounts	$	2,291,323		$	1,572,030		$	1,271,242		$	415,683		$	48,454					$	5,662,771
Securitization notes payable
Principal amounts																					$	2,291,323		$	1,572,030		$	1,271,242		$	415,683		$	48,454					$	5,662,771
Weighted average effective interest rate		2.65	%		3.15	%		3.30	%		3.85	%		5.07	%							2.65	%		3.15	%		3.30	%		3.85	%		5.07	%
Senior notes
Principal amounts													$	167,750					$	178,654													$	167,750					$	178,654
Weighted average effective interest rate														9.25	%																			9.25	%
Convertible senior notes
Principal amounts																$	200,000		$	249,000																$	200,000		$	249,000
Weighted average effective interest rate																	1.75	%																			1.75	%
Interest rate swaps
Notional amounts	$	1,071,921		$	499,057		$	160,316											$	6,791	$	1,071,921		$	499,057		$	160,316											$	6,791
Average pay rate		3.86	%		3.83	%		3.04	%													3.86	%		3.83	%		3.04	%
Average receive rate		3.01	%		3.99	%		4.85	%													3.01	%		3.99	%		4.85	%
Interest rate caps sold
Notional amounts	$	814,130		$	358,093		$	232,846		$	174,594		$	111,394		$	40,833		$	5,557	$	814,130		$	358,093		$	232,846		$	174,594		$	111,394		$	40,833		$	5,557
Average strike rate		6.91	%		6.91	%		5.90	%		4.75	%		4.75	%		4.75	%				6.91	%		6.91	%		5.90	%		4.75	%		4.75	%		4.75	%

Finance receivables and interest-only receivables from Trusts are estimated to be realized by the Company in future periods using discount rate, prepayment and credit loss assumptions similar to the Company’s historical experience. Notional amounts on interest rate swap and cap agreements are based on contractual terms. Warehouse credit facilities, securitization notes payable, senior notes and convertible senior notes principal amounts have been classified based on expected payoff.

The notional amounts of interest rate swap and cap agreements, which are used to calculate the contractual payments to be exchanged under the contracts, represent average amounts that will be outstanding for each of the years included in the table. Notional amounts do not represent amounts exchanged by

parties and, thus, are not a measure of the Company’s exposure to loss through its use of these agreements.

Management monitors the Company’s 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 the Company’s strategies will be effective in minimizing interest rate risk or that increases in interest rates will not have an adverse effect on the Company’s profitability. All transactions are entered into for purposes other than trading.

In December 2004, the Financial Accounting Standards Board issued SFAS 123R to revise FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123R”). SFAS 123R, which is effective for the Company beginning on July 1, 2005, requires that the cost resulting from all share-based payment transactions be measured at fair-value and recognized in the financial statements. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (“SAB 107”) to provide its view on the valuation of

share-based payment arrangements for public companies. The Company anticipates that the adoption of SFAS 123R and SAB 107 will result in an estimated $4.5 million additional expense for the fiscal year ending June 30, 2006. The estimated additional expense is based on unamortized expense relating to outstanding options granted prior to the Company’s implementation of SFAS 123 on July 1, 2003, that are expected to vest subsequent to June 30, 2005.

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,” “will,” “likely,” “should,” “estimate,” “continue,” “future” or other comparable expressions. These words indicate future events and trends. Forward-looking statements are the Company’s 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 the Company. The most significant risks are detailed from time to time in the Company’s filings and reports with the Securities and Exchange Commission including this Annual Report on Form ~~10-K~~10-K/A for the year ended June 30, 2005. It is advisable not to place undue reliance on the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

We have completed an integrated audit of AmeriCredit Corp.’s 2005 consolidated financial statements and of its internal control over financial reporting as of June 30, 2005 and audits of its 2004 and 2003 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(1), present fairly in all material respects, the financial position of AmeriCredit Corp. and its subsidiaries at June 30, 2005 and 2004, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements 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 of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, the Company changed the accounting for dealer acquisition fees on loans purchased subsequent to June 30, 2004.

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2005, 2004 and 2003 consolidated financial statements.

Also, ~~in our opinion,~~we have audited management’s assessment, included in ~~the accompanying~~ Management’s Report on Internal Control Over Financial Reporting, appearing under Item 8, that ~~the Company maintained~~AmeriCredit Corp. did not maintain effective internal control over financial reporting as of June 30, 2005, because of the classification of cash flows received from retained interests classified as available for sale securities in its consolidated statement of cash flows, based on criteria established inInternal ~~Control—Integrated~~

Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2005, based on criteria established in~~Internal Control—Integrated Framework~~ ~~issued by the COSO.~~. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting

includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management’s assessment as of June 30, 2005. The Company did not maintain effective controls over the classification of cash flows received from retained interests classified as available for sale securities in its consolidated statement of cash flows. This control deficiency resulted in the restatement of the consolidated statements of cash flows

for the years ended June 30, 2005, 2004 and 2003 and the three months ended September 30, 2005. Additionally, this control deficiency could result in a misstatement of the statement of cash flows that would result in a material misstatement to the Company’s annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management of the Company determined that this control deficiency constitutes a material weakness.

This material weakness was considered in evaluating the nature, timing, and extent of audit tests applied in our audit of the 2005 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

Management and we previously concluded that the Company maintained effective internal control over financial reporting as of June 30, 2005. However, management has subsequently determined that the material weakness described above existed as of June 30, 2005. Accordingly, Management’s Report on Internal Control Over Financial Reporting has been restated and our opinion on internal control over financial reporting, as presented herein, is different from that expressed in our previous report.

In our opinion, management’s assessment that AmeriCredit Corp. did not maintain effective internal control over financial reporting as of June 30, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control - Integrated Framework issued by the COSO. Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of June 30, 2005, based on criteria established in Internal Control—Integrated Framework issued by the COSO.

September 9, 2005, except for the restatement discussed in Note 2 to its consolidated financial statements and the matter discussed in the penultimate paragraph of Management’s Report on Internal Control Over Financial Reporting, as to which the date is February 3, 2006

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING (as restated)

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway ~~Commission. Based on~~Commission (“COSO”).

In the Company’s ~~evaluation under~~Annual Report on Form 10-K for the ~~“Internal Control-Integrated Framework,”~~year ended June 30, 2005, filed on September 12, 2005, management concluded that ~~its~~the Company’s internal control over financial reporting was effective as of June 30, 2005. Management has now concluded that the Company’s internal control over financial reporting as of June 30, 2005, was ineffective as a result of the following material weakness. A material weakness is a control deficiency or a combination of control deficiencies that results in a more than remote likelihood that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected. The Company did not maintain effective controls over the classification of cash flows received from retained interests classified as available for sale securities in its consolidated statements of cash flows. Specifically, the Company did not correctly interpret Statement of Financial Accounting Standards No. 102, “Statement of Cash Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale,” paragraph 8, and cash flows received from retained interests classified as available for sale securities were presented as operating cash flows instead of investing cash flows on the consolidated statements of cash flows. This control deficiency resulted in the restatement of the consolidated statements of cash flows for the years ended June 30, 2005, 2004 and 2003, and the three months ended September 30, 2005. Additionally, this control deficiency could result in a misstatement of the operating and investing cash flows that would result in a material misstatement to the Company’s annual or interim financial statements that would not be prevented or detected. Accordingly, management determined that this control deficiency constitutes a material weakness.

In the Company’s Annual Report on Form 10-K for the year ended June 30, 2005, filed on September 12, 2005, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2005. However, management subsequently determined the material weakness described above existed at June 30, 2005, and, solely as a result of this material weakness, management has concluded that the Company did not maintain effective internal control over financial reporting at June 30, 2005, based on the criteria in the COSO framework. Accordingly, management has restated this Report on Internal Control Over Financial Reporting.

Management’s assessment of the effectiveness of ~~its~~the Company’s internal control over financial reporting as of June 30, 2005, has been audited by PricewaterhouseCoopers LLP, anthe Company’s independent registered public accounting firm, as stated in their report which is included ~~herein.~~in this Annual Report on Form 10-K/A.

On September 12, 2005, our Chief Executive Officer certified that he was not aware of any violation by the Company of the New York Stock Exchange’s Corporate Governance listing standards, other than has been notified to the Exchange pursuant to Section 303A 12(b), of which there was none.

The Company has filed with the Securities and Exchange Commission, as exhibits to Amendment No. 1 to our Annual Report on Form ~~10-K~~10-K/A for the year ended June 30, 2005, our Chief Executive Officer’s and Chief Financial Officer’s certifications required by Section 302 of the Sarbanes-Oxley Act of 2002.


	June 30,						June 30,
	2005			2004			2005			2004
Assets
Cash and cash equivalents	$	663,501		$	421,450		$	663,501		$	421,450
Finance receivables, net		8,297,750			6,363,869			8,297,750			6,363,869
Interest-only receivables from Trusts		29,905			110,952			29,905			110,952
Investments in Trust receivables		239,446			528,345			239,446			528,345
Restricted cash—gain on sale Trusts		272,439			423,025
Restricted cash—securitization notes payable		633,900			482,724
Restricted cash—warehouse credit facilities		455,426			209,875
Restricted cash – gain on sale Trusts								272,439			423,025
Restricted cash – securitization notes payable								633,900			482,724
Restricted cash – warehouse credit facilities								455,426			209,875
Property and equipment, net		92,000			101,424			92,000			101,424
Deferred income taxes		53,759						53,759
Other assets		208,912			182,915			208,912			182,915

Total assets	$	10,947,038		$	8,824,579		$	10,947,038		$	8,824,579

Liabilities and Shareholders’ Equity
Liabilities:
Warehouse credit facilities	$	990,974		$	500,000		$	990,974		$	500,000
Securitization notes payable		7,166,028			5,598,732			7,166,028			5,598,732
Senior notes		166,755			166,414			166,755			166,414
Convertible senior notes		200,000			200,000			200,000			200,000
Other notes payable		8,329			21,442			8,329			21,442
Funding payable		158,210			37,273			158,210			37,273
Accrued taxes and expenses		133,736			159,798			133,736			159,798
Derivative financial instruments		1,090			12,348			1,090			12,348
Deferred income taxes					3,460						3,460

Total liabilities		8,825,122			6,699,467			8,825,122			6,699,467

Commitments and contingencies (Note 12)
Commitments and contingencies (Note 13)
Shareholders’ equity:
Preferred stock, $.01 par value per share, 20,000,000 shares authorized; none issued Common stock, $.01 par value per share, 230,000,000 shares authorized; 166,808,056 and 162,777,598 shares issued		1,668			1,628
Preferred stock, $.01 par value per share, 20,000,000 shares authorized; none issued
Common stock, $.01 par value per share, 230,000,000 shares authorized; 166,808,056 and 162,777,598 shares issued								1,668			1,628
Additional paid-in capital		1,150,612			1,081,079			1,150,612			1,081,079
Accumulated other comprehensive income		33,565			36,823			33,565			36,823
Retained earnings		1,333,634			1,047,725			1,333,634			1,047,725

		2,519,479			2,167,255			2,519,479			2,167,255
Treasury stock, at cost (21,180,057 and 5,165,588 shares)		(397,563	)		(42,143	)		(397,563	)		(42,143	)

Total shareholders’ equity		2,121,916			2,125,112			2,121,916			2,125,112

Total liabilities and shareholders’ equity	$	10,947,038		$	8,824,579		$	10,947,038		$	8,824,579

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


Years Ended June 30,	2005			2004			2003
										Years Ended June 30,
										2005			2004			2003
Revenue
Finance charge income	$	1,217,696		$	927,592		$	613,225		$	1,217,696		$	927,592		$	613,225
Gain on sale of receivables								132,084									132,084
Servicing income		177,585			256,237			211,330			177,585			256,237			211,330
Other income		55,565			32,007			24,642			55,565			32,007			24,642

		1,450,846			1,215,836			981,281			1,450,846			1,215,836			981,281

Costs and expenses
Operating expenses		312,637			325,753			373,739			312,637			325,753			373,739
Provision for loan losses		418,711			257,070			307,570			418,711			257,070			307,570
Interest expense		264,276			251,963			202,225			264,276			251,963			202,225
Restructuring charges		2,823			15,934			63,261			2,823			15,934			63,261

		998,447			850,720			946,795			998,447			850,720			946,795

Income before income taxes		452,399			365,116			34,486			452,399			365,116			34,486
Income tax provision		166,490			138,133			13,277			166,490			138,133			13,277

Net income		285,909			226,983			21,209			285,909			226,983			21,209

Other comprehensive (loss) income
Unrealized (losses) gains on credit enhancement assets		(23,126	)		20,359			(140,905	)		(23,126	)		20,359			(140,905	)
Unrealized gains on cash flow hedges		5,055			28,509			13,960			5,055			28,509			13,960
Foreign currency translation adjustment		7,800			1,347			12,396			7,800			1,347			12,396
Income tax benefit (provision)		7,013			(18,560	)		48,874			7,013			(18,560	)		48,874

Other comprehensive (loss) income		(3,258	)		31,655			(65,675	)		(3,258	)		31,655			(65,675	)

Comprehensive income (loss)	$	282,651		$	258,638		$	(44,466	)	$	282,651		$	258,638		$	(44,466	)

Earnings per share
Basic	$	1.88		$	1.45		$	0.15		$	1.88		$	1.45		$	0.15

Diluted	$	1.73		$	1.37		$	0.15		$	1.73		$	1.37		$	0.15

Weighted average shares outstanding		152,184,740			156,885,546			137,501,378			152,184,740			156,885,546			137,501,378

Weighted average shares and assumed incremental shares		167,242,658			166,387,259			137,807,775			167,242,658			166,387,259			137,807,775

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


	Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Income				Retained Earnings			Treasury Stock						Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income				Retained Earnings			Treasury Stock
	Shares	Amount					Shares	Accumulated Other Comprehensive Income						Amount				Shares		Amount					Shares	Additional Paid-in Capital						Amount
Balance at June 30, 2002	91,716,416	$	917	Additional Paid-in Capital			$	573,956			$	Retained Earnings	70,843			$	799,533		5,899,241		$	(17,800	)		91,716,416		$	917	Accumulated Other Comprehensive Income	$	573,956		Retained Earnings		$	70,843		$	799,533		5,899,241	$	(17,800	)
Common stock issued on exercise of options	55,950		1		441																55,950			1			441
Income tax benefit from exercise of options					268																						268
Common stock issued for employee benefit plans					3,043										(2,077,746	)			6,275								3,043									(2,077,746	)		6,275
Common stock issued in public offering	68,500,000		685		480,324																68,500,000			685			480,324
Issuance of warrants					6,609																						6,609
Other comprehensive loss, net of income tax benefit of $48,874									(65,675	)																				(65,675	)
Net income													21,209																					21,209

Balance at June 30, 2003	160,272,366		1,603		1,064,641				5,168				820,742		3,821,495				(11,525	)	160,272,366			1,603			1,064,641			5,168				820,742		3,821,495			(11,525	)
Common stock issued on exercise of options	2,505,232		25		29,991																2,505,232			25			29,991
Income tax benefit from exercise of options					8,383																						8,383
Common stock issued for employee benefit plans					2,842										(550,907	)			2,720								2,842									(550,907	)		2,720
Issuance of warrants					34,441																						34,441
Purchase of call option on common stock					(61,490	)																					(61,490	)
Option expense					2,271																						2,271
Repurchase of common stock															1,895,000				(33,338	)																1,895,000			(33,338	)
Other comprehensive income, net of income taxes of $18,560									31,655																					31,655
Net income													226,983																					226,983

Balance at June 30, 2004	162,777,598		1,628		1,081,079				36,823				1,047,725		5,165,588				(42,143	)	162,777,598			1,628			1,081,079			36,823				1,047,725		5,165,588			(42,143	)
Common stock issued on exercise of options	3,336,912		33		40,158																3,336,912			33			40,158
Common stock issued on exercise of warrants	24,431																				24,431
Income tax benefit from exercise of options					18,211																						18,211
Common stock issued for employee benefit plans	669,115		7		(93	)									(493,060	)			7,150		669,115			7			(93	)								(493,060	)		7,150
Option expense					11,257																						11,257
Repurchase of common stock															16,507,529				(362,570	)																16,507,529			(362,570	)
Other comprehensive loss, net of income tax benefit of $7,013									(3,258	)																				(3,258	)
Net income													285,909																					285,909

Balance at June 30, 2005	166,808,056	$	1,668	$	1,150,612			$	33,565			$	1,333,634		21,180,057			$	(397,563	)	166,808,056		$	1,668		$	1,150,612		$	33,565			$	1,333,634		21,180,057		$	(397,563	)

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


Years Ended June 30,	2005			2004			2003
										Years Ended June 30,
										2005			2004			2003
										(Restated)			(Restated)			(Restated)
Cash flows from operating activities
Net income	$	285,909		$	226,983		$	21,209		$	285,909		$	226,983		$	21,209
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		38,478			77,157			56,677			55,440			107,874			71,369
Provision for loan losses		418,711			257,070			307,570			418,711			257,070			307,570
Deferred income taxes		(31,220	)		(109,871	)		7,441			(31,220	)		(109,871	)		7,441
Accretion of present value discount		(78,066	)		(100,235	)		(99,351	)		(78,066	)		(100,235	)		(99,351	)
Impairment of credit enhancement assets		1,122			33,364			189,520			1,122			33,364			189,520
Non-cash gain on sale of receivables								(124,831	)								(124,831	)
Non-cash restructuring charges		2,760			12,040			41,251			2,760			12,040			41,251
Other		(13,235	)		(1,038	)		3,182			8,711			(1,038	)		3,182
Distributions from gain on sale Trusts, net of swap payments		547,011			338,296			140,836
Initial deposits to credit enhancement assets								(58,101	)								(58,101	)
Changes in assets and liabilities:
Other assets		(25,578	)		85,061			(55,884	)		(25,578	)		85,061			(55,884	)
Accrued taxes and expenses		(23,827	)		(6,565	)		(48,015	)		(23,827	)		(6,565	)		(48,015	)
Purchases of receivables held for sale								(647,647	)								(647,647	)
Principal collections and recoveries on receivables held for sale								74,370									72,397
Net proceeds from sale of receivables								2,495,353									2,495,353

Net cash provided by operating activities		1,122,065			812,262			2,303,580			613,962			504,683			2,175,463

Cash flows from investing activities
Purchases of receivables		(5,447,444	)		(3,859,728	)		(5,911,952	)		(5,447,444	)		(3,859,728	)		(5,911,952	)
Principal collections and recoveries on receivables		3,241,696			2,237,731			812,825			3,202,788			2,207,014			800,106
Distributions from gain on sale Trusts, net of swap payments											547,011			338,296			140,836
Purchases of property and equipment		(7,676	)		(4,703	)		(40,670	)		(7,676	)		(4,703	)		(40,670	)
Change in restricted cash—securitization notes payable		(147,476	)		(252,469	)		(228,184	)
Change in restricted cash —warehouse credit facilities		(245,551	)		554,957			(708,361	)
Change in restricted cash – securitization notes payable											(147,476	)		(252,469	)		(228,184	)
Change in restricted cash – warehouse credit facilities											(245,551	)		554,957			(708,361	)
Change in other assets		29,442			55,043			(31,370	)		29,442			55,043			(31,370	)

Net cash used by investing activities		(2,577,009	)		(1,269,169	)		(6,107,712	)		(2,068,906	)		(961,590	)		(5,979,595	)

Cash flows from financing activities
Net change in warehouse credit facilities		490,974			(772,438	)		(479,223	)		490,974			(772,438	)		(479,223	)
Proceeds from whole loan purchase facility								875,000									875,000
Repayment of whole loan purchase facility					(905,000	)								(905,000	)
Issuance of securitization notes payable		4,550,000			4,340,000			3,689,554			4,550,000			4,340,000			3,689,554
Payments on securitization notes payable		(2,990,238	)		(2,023,449	)		(428,324	)		(2,990,238	)		(2,023,449	)		(428,324	)
Senior notes swap settlement								9,700									9,700
Retirement of senior notes					(207,250	)		(39,631	)					(207,250	)		(39,631	)
Issuance of convertible senior notes					200,000									200,000
Debt issuance costs		(21,577	)		(28,306	)		(35,511	)		(21,577	)		(28,306	)		(35,511	)
Net change in notes payable		(13,276	)		(13,192	)		(45,568	)		(13,276	)		(13,192	)		(45,568	)
Sale of warrants					34,441									34,441
Purchase of call option on common stock					(61,490	)								(61,490	)
Repurchase of common stock		(362,570	)		(32,169	)					(362,570	)		(32,169	)
Net proceeds from issuance of common stock		42,201			30,046			482,345			42,201			30,046			482,345

Net cash provided by financing activities		1,695,514			561,193			4,028,342			1,695,514			561,193			4,028,342

Net increase in cash and cash equivalents		240,570			104,286			224,210			240,570			104,286			224,210
Effect of Canadian exchange rate changes on cash and cash equivalents		1,481			243			362			1,481			243			362
Cash and cash equivalents at beginning of year		421,450			316,921			92,349			421,450			316,921			92,349

Cash and cash equivalents at end of year	$	663,501		$	421,450		$	316,921		$	663,501		$	421,450		$	316,921

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

AmeriCredit Corp. (“Company”) was formed on August 1, 1986, and, since September 1992, has been in the business of purchasing and servicing automobile sales finance contracts. The Company operated 89 branch offices in 34 states as of June 30, 2005.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including certain special purpose financing trusts utilized in securitization transactions (“Trusts”) which are considered variable interest entities. The Company’s investment in DealerTrack Holdings, Inc. (“DealerTrack”), a company that provides an auto finance transaction processing channel, is accounted for using the cost method since the Company owns less than a 20% voting interest in DealerTrack and does not otherwise exercise significant influence over DealerTrack. All significant intercompany transactions and accounts have been eliminated in consolidation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the financial statements and the amount of revenue and costs and expenses during the reporting periods. Actual results could differ from those estimates and those differences may be material. These estimates include, among other things, assumptions for cumulative credit losses, timing of cash flows and discount rates on receivables sold in securitization transactions and the determination of the allowance for loan losses on finance receivables held on the Company’s consolidated balance sheets.

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

The Company’s securitization transactions have been structured as secured financings since September 30, 2002. Accordingly, finance receivables are

carried at amortized cost at June 30, 2005 and 2004. Prior to October 1, 2002, finance receivables were classified as held for sale.

Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at a level considered adequate to cover probable credit losses inherent in the Company’s finance receivables.

rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine the amount of losses inherent in finance receivables at the reporting date. Assumptions regarding probable credit losses and loss confirmation periods are reviewed periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above.

The Company’s policy is to charge-off an account in the month in which the account becomes 120 days contractually delinquent if the Company has not repossessed the related vehicle. During the year ended June 30, 2004, the Company changed its repossession charge-off policy to charge off accounts in repossession when the automobile is repossessed and legally available for disposition. Previously, the Company charged off accounts in repossession at the time the repossessed automobile was disposed of at auction. A charge-off represents the difference between the estimated net sales proceeds and the amount of the delinquent contract, including accrued interest. Accounts in repossession that have been charged off have been removed from finance receivables and the related repossessed automobiles, aggregating $18.5 million and $15.0 million at June 30, 2005 and 2004, respectively, are included in other assets on the consolidated balance sheets pending sale.

The Company periodically transfers receivables to Trusts, and the Trusts, in turn, issue asset-backed securities to investors in securitization transactions.

Prior to October 1, 2002, the Company structured its securitization transactions to meet the accounting criteria for sales of finance receivables. For securitization transactions structured as sales of receivables, the Company removes the net book value of the receivables sold from its consolidated balance sheets upon the transfer of receivables to the Trusts and allocates such carrying value between the assets transferred and the interests retained, based upon their relative fair values at the settlement date. The difference between the sales proceeds, net of transaction costs, and the allocated basis of the assets transferred is recognized as a gain on sale of receivables.

The Company retained an interest in the receivables in the form of a residual or interest-only receivables from Trusts and also retained other subordinated interests in the receivables transferred to the Trusts. The allocated basis of the interests retained is classified as either interest-only receivables from Trusts, investments in Trust receivables or restricted ~~cash—~~cash – gain on sale Trusts in the Company’s consolidated balance sheets depending upon the form of interest retained. These interests are collectively referred to as credit enhancement assets.

Since finance receivables held by the Trusts can be contractually prepaid or otherwise settled in such a way that the Company would not recover all of its recorded investment in the retained interests, credit enhancement assets are classified as available for sale and are measured at fair value. At each reporting date, the fair value of credit enhancement assets is estimated by calculating the present value of their expected cash distribution to the Company using discount rates commensurate with the risks involved. Interest-only receivables from Trusts represents the present value of estimated future excess cash flows resulting from the difference between the finance charge income received from the obligors on the receivables and the interest paid to the investors in the asset-backed securities, net of credit losses, servicing fees and other expenses. Investments in Trust receivables represents the present value of the excess of finance receivables held in the Trusts over outstanding debt balance of the Trusts. Restricted ~~cash—~~cash – gain on sale Trusts represents the present value of cash held in restricted accounts used to provide credit enhancement for specific Trusts.

Unrealized gains or unrealized losses are reported net of income tax effects as accumulated other comprehensive income that is a separate component of shareholders’ equity until realized. If a decline in fair value is deemed other-than-temporary, the assets are written down through an impairment charge to operations.

The discount used to estimate the present value of the credit enhancement assets is accreted into income using the interest method over the expected life of the securitization and is recorded as part of servicing income.

Subsequent to September 30, 2002, the Company structured its securitization transactions to no longer meet the accounting criteria for sales of finance receivables and, accordingly, such securitization transactions have been accounted for as secured financings. Therefore, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheets. The Company recognizes finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction, and records a provision for loan losses to recognize probable loan losses inherent in the finance receivables. Credit enhancements for securitizations accounted for as secured financings are not characterized as interest-only receivables from Trusts, investments in Trust receivables and restricted ~~cash—~~cash – gain on sale Trusts on the Company’s consolidated balance sheets. Cash pledged to support the securitization transaction is deposited to a restricted account and recorded on the Company’s consolidated balance sheets as restricted ~~cash—~~cash – securitization notes payable. Additionally, investments in Trust receivables, or overcollateralization, is calculated as the difference between finance receivables securitized and securitization notes payable. Under the secured financing securitization structure, interest-only receivables from Trusts are not reflected as an asset upon transfer of finance receivables but instead will be recognized in the income statement when earned in future periods.

Property and equipment are carried at cost less accumulated depreciation. Depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts at the time of disposition and any resulting gain or loss is included in operations. Maintenance, repairs and minor replacements are charged to operations as incurred; major replacements and betterments are capitalized.

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

The Company utilizes interest rate swap agreements to convert floating rate exposures on securities issued by securitization Trusts accounted for as secured financings and its medium term note facility to fixed rates, thereby hedging the variability in interest expense paid. These interest rate swap agreements are designated as cash flow hedges and are highly effective in

hedging the Company’s exposure to interest rate risk from both an accounting and economic perspective.

The Company also uses interest rate swap agreements to convert floating rate exposures on securities issued by gain on sale securitization Trusts to fixed rates, thereby hedging the variability in future excess cash flows to be received by the Company over the life of the securitization attributable to interest rate risk. Historically, these interest rate swap agreements were designated and qualified as cash flow hedges. The Company dedesignated these swaps as cash flow hedges and discontinued hedge accounting during the year ended June 30, 2004.

For interest rate swap agreements designated as hedges, the Company formally documents all relationships between the interest rate swap agreement and the underlying asset, liability or cash flows being hedged, as well as its risk management objective and strategy for undertaking the hedge transactions. At hedge inception and at least quarterly, the Company also formally assesses whether the interest rate swap agreements that are used in hedging transactions have been highly effective in offsetting changes in the cash flows or fair value of the hedged

items and whether those interest rate swap agreements may be expected to remain highly effective in future periods. In addition, the Company also assesses the continued probability that the hedged cash flows will be realized.

The Company uses regression analysis to assess hedge effectiveness of its cash flow hedges on a prospective and retrospective basis. A derivative financial instrument is deemed to be effective if the X-coefficient from the regression analysis is between a range of 0.80 and 1.25. At June 30, 2005, all of the Company’s interest rate swap agreements designated as cash flow hedges fall within this range and are deemed to be effective hedges for accounting purposes. The Company uses the hypothetical derivative method to measure the amount of ineffectiveness of its cash flow hedges to be recorded in earnings.

The effective portion of the changes in the fair value of the interest rate swaps qualifying as cash flow hedges are deferred and included in shareholders’ equity as a component of accumulated other comprehensive income as an unrealized gain or loss on cash flow hedges. These unrealized gains or losses are recognized as adjustments to income over the same period in which cash flows from the related hedged item affect earnings. However, if the Company expects the continued reporting of a loss in accumulated other comprehensive income would lead to recognizing a net loss on the combination of the interest rate swap agreements and the hedged item, the loss is reclassified to earnings for the amount that is not expected to be recovered. Additionally, to the extent that any of these contracts are not considered to be perfectly effective in offsetting the change in the value of the cash flows being hedged, any changes in fair value relating to the ineffective portion of these contracts are recognized in interest expense on the Company’s

consolidated statements of income. The Company discontinues hedge accounting prospectively when it is determined that an interest rate swap agreement has ceased to be effective as an accounting hedge or if the underlying hedged cash flow is no longer probable of occurring.

The Company’s special purpose finance subsidiaries are contractually required to purchase interest rate cap agreements as credit enhancement in connection with securitization transactions and warehouse credit facilities. As part of the Company’s interest rate risk management strategy and when economically feasible, the Company may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid to purchase the interest rate cap agreement and thus retain the interest rate risk. The fair value of the Company’s interest rate cap agreements purchased by its special purpose finance subsidiaries are included in other assets on the consolidated balance sheets. The fair value of the Company’s interest rate cap agreements sold by the Company is included in derivative financial instruments on the consolidated balance sheets. Because the interest rate cap agreements entered into by the Company or its special purpose finance subsidiaries do not qualify for hedge accounting, changes in the fair value of interest rate cap agreements purchased by the special purpose finance subsidiaries and interest rate cap agreements sold by the Company are recorded in interest expense on the Company’s consolidated statements of income. The intrinsic value of the interest rate cap agreements purchased by gain on sale Trusts is reflected in the valuation of the credit enhancement assets.

The Company does not hold any interest rate cap or swap agreements for trading purposes.

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

The Company maintains a policy of requiring that all derivative contracts be governed by an International Swaps and Derivatives Association Master Agreement. When the Company is engaged in more than one outstanding derivative transaction with the same counterparty and also has a legally enforceable master netting agreement with that counterparty, the net mark-to-market exposure represents the netting of the positive and

negative exposures with that counterparty. When there is a net negative exposure, the Company

regards its credit exposure to the counterparty as being zero. The net mark-to-market position with a particular counterparty represents a reasonable measure of credit risk when there is a legally enforceable master netting agreement (i.e. a legal right of a setoff of receivable and payable derivative contracts) between the Company and the counterparty.

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

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

Servicing income consists of servicing fees earned from servicing domestic finance receivables sold to gain on sale Trusts, other-than-temporary impairment on the Company’s credit enhancement assets and accretion of present value discounts and unrealized gains related to credit enhancement assets. Servicing fees are recognized when earned. Other-than-temporary impairment is recognized when the fair value of the credit enhancement assets is less than the carrying amount. Accretion of present value discounts, representing the risk-adjusted time value of money of estimated cash flows expected to be received from the credit enhancement assets, is accreted into earnings using the interest method over the expected life of the securitization. Additionally, the unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. The Company does not accrete the present value discounts in a period when such accretion would cause an other-than-temporary impairment in a securitization pool.

In September 2004, the Emerging Issues Task Force reached a final consensus on EITF 04-8 to change the effect of contingently convertible debt within the dilutive earnings per share calculation. This change, which became effective for the three months ended December 31, 2004, resulted in the Company’s convertible senior notes being treated as convertible securities and included in dilutive earnings per share calculations using the if-converted method. EITF 04-8 required retroactive application beginning with the three months ended December 31, 2003, which was the first quarter the Company’s convertible senior notes were outstanding. Under EITF 04-8, diluted earnings per share decreased from $1.42 to $1.37 per share for the year ended June 30, 2004.

The Company adopted the Accounting Standards Executive Committee’s Statement of Position 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (“SOP 03-3”), for loans acquired subsequent to June 30, 2004. Under SOP 03-3, dealer acquisition fees on loans purchased by the Company are no longer considered credit-related because there is no deterioration in credit quality between the time the loan is originated and when it is acquired. Accordingly, dealer acquisition fees reduce the carrying value of finance receivables and are accreted into earnings as an adjustment to yield over the life of the loans using the interest

method in accordance with Statement of Financial Accounting Standards No. 91, “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases.” Unamortized acquisition fees on loans charged off reduce the amount charged off to the allowance for loan losses and unamortized acquisition fees on loans paid off are recognized as an adjustment to yield in the period they are paid off.

On July 1, 2003, the Company adopted the fair value recognition provision of Statement of Financial Accounting Standards No. 123, “Accounting for ~~Stock-Based~~Stock –Based Compensation” (“SFAS 123”), prospectively for all awards granted, modified or settled after June 30, 2003. The prospective method is one of the adoption methods provided for under Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based ~~Compensation—~~Compensation – Transition and Disclosure” issued in December 2002. SFAS 123 requires that compensation cost for all stock awards be calculated and recognized over the service period. This compensation cost is determined using option pricing models that are intended to estimate the fair value of awards at the grant date. The Company recognized compensation expense of $11.5 million ($7.2 million net of tax) and $3.1 million ($1.9 million net of tax) during the years ended June 30, 2005 and 2004, respectively, for options granted or modified subsequent to June 30, 2003.

The following table illustrates the effect on net income and earnings per share had compensation expense for all options granted under the Company’s plans been determined using the fair value-based method and amortized over the expected life of the options (in thousands, except per share data):


Years Ended June 30,	2005			2004			2003			2005			2004			2003
Net income, as reported	$	285,909		$	226,983		$	21,209		$	285,909		$	226,983		$	21,209
Add: Stock-based compensation expense included in reported net income, net of related tax effects		7,248			1,899			825			7,248			1,899			825
Deduct: Stock-based compensation expense determined under fair value-based method, net of related tax effects		(22,949	)		(20,719	)		(23,403	)		(22,949	)		(20,719	)		(23,403	)

Pro forma net income (loss)	$	270,208		$	208,163		$	(1,369	)	$	270,208		$	208,163		$	(1,369	)

Earnings (loss) per share:
Basic—as reported	$	1.88		$	1.45		$	0.15
Basic - as reported										$	1.88		$	1.45		$	0.15

Basic—pro forma	$	1.78		$	1.33		$	(0.01	)
Basic - pro forma										$	1.78		$	1.33		$	(0.01	)

Diluted—as reported	$	1.73		$	1.37		$	0.15
Diluted - as reported										$	1.73		$	1.37		$	0.15

Diluted—pro forma	$	1.63		$	1.25		$	(0.01	)
Diluted - pro forma										$	1.63		$	1.25		$	(0.01	)

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


Years Ended June 30,	2005		2004		2003		2005		2004		2003
Expected dividends	0		0		0		0		0		0
Expected volatility	52.6	%	103.2	%	111.3	%	52.6	%	103.2	%	111.3	%
Risk-free interest rate	3.0	%	1.7	%	1.8	%	3.0	%	1.7	%	1.8	%
Expected life	2.6 years		1.8 years		3.2 years		2.6 years		1.8 years		3.2 years

Company beginning on July 1, 2005, requires that the cost resulting from all share-based payment transactions be measured at fair-value and recognized in the financial statements. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (“SAB 107”) to provide its view on the valuation of share-based payment arrangements for public companies. The Company anticipates that the adoption of SFAS 123R and SAB 107 will result in an estimated $4.5 million additional expense for the year ending June 30, 2006. The estimated additional expense is based on unamortized expense relating to outstanding options granted prior to the Company’s implementation of SFAS 123 on July 1, 2003, that are expected to vest subsequent to June 30, 2005.

~~2. Finance Receivables~~On January 23, 2006, the Company filed a Form 8-K reporting a restatement of its consolidated statements of cash flows for the years ended June 30, 2005, 2004, and 2003, and the three months ended September 30, 2005. As required by the Statement of Financial Accounting Standards No. 102, “Statement of Cash Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale,” paragraph 8, and related guidance set forth in statements made by the staff of the Securities and Exchange Commission (“SEC”) on December 5, 2005, the Company corrected its classification of the “distributions from gain on sale Trusts, net of swap payments” from an operating cash flow to an investing cash flow.

The related accounting guidance specifies, and the SEC comments clarified, that cash flows from retained interests accounted for as available for sale securities should be classified as investing cash inflows.

Additionally, as required by Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows,” the Company corrected the classification of its non-cash adjustment of the amortization of certain direct loan costs from an investing cash flow to an operating cash flow. This item was previously identified by management and at that time was deemed immaterial to the previously reported operating and investing cash flows.

The reclassifications on the consolidated statements of cash flows do not result in a change to total cash and cash equivalents and there were no changes to the consolidated balance sheets and the consolidated statements of income. The reclassifications do, however, result in a change to total cash flows provided by operating activities and total cash flows used by investing activities.

The restatement resulted in the following changes to prior period financial statements (dollars in thousands):


June 30,	2005			2004			2005			2004
Finance receivables unsecuritized, net of fees	$	845,061		$	451,010		$	845,061		$	451,010
Finance receivables securitized, net of fees		7,993,907			6,331,270			7,993,907			6,331,270
Less nonaccretable acquisition fees		(199,810	)		(176,203	)		(199,810	)		(176,203	)
Less allowance for loan losses		(341,408	)		(242,208	)		(341,408	)		(242,208	)

	$	8,297,750		$	6,363,869		$	8,297,750		$	6,363,869

Finance receivables securitized represent receivables transferred to the Company’s special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $607.7 million and $337.9 million pledged under the Company’s warehouse credit facilities as of June 30, 2005 and 2004, respectively.

Finance receivables are collateralized by vehicle titles and the Company has 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 $378.3 million and $255.6 million of delinquent finance receivables as of June 30, 2005 and 2004, respectively.

Finance contracts are generally purchased by the Company from auto dealers without recourse, and accordingly, the dealer usually has no liability to the Company if the consumer defaults on the contract. Depending upon the contract structure and consumer credit attributes, the Company may charge dealers a non-refundable acquisition fee when purchasing individual finance contracts. The Company recorded acquisition fees on loans purchased prior to July 1, 2004, as nonaccretable fees available to cover losses inherent in the loan portfolio. Additionally, the Company records a discount on finance receivables repurchased upon the exercise of a cleanup call option from its gain on sale securitization transactions and accounts for such discounts as nonaccretable discounts available to cover losses inherent in the repurchased finance receivables.


Years Ended June 30,	2005			2004			2003			2005			2004			2003
Balance at beginning of year	$	176,203		$	102,719		$	40,619		$	176,203		$	102,719		$	40,619
Purchases of receivables		24,133			86,777			114,933			24,133			86,777			114,933
Nonaccretable acquisition fees related to receivables sold to gain on sale Trusts								(44,766	)								(44,766	)
Net charge-offs		(526	)		(13,293	)		(8,067	)		(526	)		(13,293	)		(8,067	)

Balance at end of year	$	199,810		$	176,203		$	102,719		$	199,810		$	176,203		$	102,719


Years ended June 30,	2005			2004			2003			2005			2004			2003
Balance at beginning of period	$	242,208		$	226,979		$	22,708		$	242,208		$	226,979		$	22,708
Provision for loan losses		418,711			257,070			307,570			418,711			257,070			307,570
Net charge-offs		(319,511	)		(241,841	)		(103,299	)		(319,511	)		(241,841	)		(103,299	)

Balance at end of period	$	341,408		$	242,208		$	226,979		$	341,408		$	242,208		$	226,979

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

The Company retains an interest in the receivables sold in the form of credit enhancement assets and servicing responsibilities for receivables transferred

to the Trusts. The Company earns a monthly base servicing fee of 2.25% per annum on the outstanding principal balance of its domestic securitized receivables and supplemental fees (such as late charges) for servicing the receivables. The Company believes that servicing fees received on its domestic securitization pools would fairly compensate a substitute servicer should one be required, and, accordingly, the Company records neither a servicing asset nor a servicing liability. The Company recorded a servicing liability related to the servicing of its Canadian securitization pools because it does not receive a servicing fee for its servicing obligations. A servicing liability of $1.3 million and $3.9 million as of June 30, 2005 and 2004, respectively, is included in accrued taxes and expenses on the Company’s consolidated balance sheets.

As of June 30, 2005 and 2004, the Company was servicing $10,157.8 million and $11,471.8 million, respectively, of finance receivables that have been sold or transferred to securitization Trusts.

The investors in and insurers of the asset-backed securities sold by the Trusts have no recourse to the Company’s assets other than the credit enhancement assets. Credit enhancement assets represent the present value of the Company’s retained interests in securitizations accounted for as sales. The Company’s interest in credit enhancement assets are subordinate to the interests of the investors in and insurers of the Trusts, and the value of such assets is subject to the credit risks related to the receivables transferred to the Trusts. Credit

enhancement assets would be utilized to cover monthly principal and interest payments to the investors and administrative fees in the event that cash generated from the securitization Trusts was not sufficient to cover these payments.


June 30,	2005		2004		2005		2004
Interest-only receivables from Trusts	$	29,905	$	110,952	$	29,905	$	110,952
Investments in Trust receivables		239,446		528,345		239,446		528,345
Restricted cash—gain on sale Trusts		272,439		423,025
Restricted cash – gain on sale Trusts						272,439		423,025

	$	541,790	$	1,062,322	$	541,790	$	1,062,322

A summary of activity in the credit enhancement assets is as follows (in thousands):


June 30,	2005			2004			2003			2005			2004			2003
Balance at beginning of year	$	1,062,322		$	1,360,618		$	1,541,218		$	1,062,322		$	1,360,618		$	1,541,218
Initial deposits								58,101									58,101
Non-cash gain on sale of receivables								124,831									124,831
Distributions from Trusts		(551,359	)		(368,001	)		(194,648	)		(551,359	)		(368,001	)		(194,648	)
Accretion of present value discount		41,852			69,759			123,150			41,852			69,759			123,150
Other-than-temporary impairment		(1,122	)		(33,364	)		(189,520	)		(1,122	)		(33,364	)		(189,520	)
Change in unrealized gain		(10,642	)		33,284			(105,343	)		(10,642	)		33,284			(105,343	)
Canadian currency translation adjustment		739			26			2,829			739			26			2,829

Balance at end of year	$	541,790		$	1,062,322		$	1,360,618		$	541,790		$	1,062,322		$	1,360,618

At the time of securitization of finance receivables, the Company is 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 required percentage level of assets has been reached. Once the targeted percentage level of assets is reached and maintained, excess cash flows generated by the Trusts are released to the Company as distributions from Trusts. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also released to the Company as distributions from Trusts.

Prior to October 2002, the financial guaranty insurance policies for all of the Company’s insured securitization transactions were provided by Financial Security Assurance, Inc. (“FSA”) and are referred to herein as the “FSA Program.” The restricted cash account for each securitization Trust insured as part of the FSA Program is cross-collateralized to the restricted cash accounts established in connection with the Company’s other securitization Trusts in the FSA Program, such that excess cash flows from an FSA Program securitization that has already met its own credit enhancement requirement may be used to fund increased target credit enhancement requirements with respect to FSA Program securitizations in which specified portfolio performance ratios have been exceeded rather than being distributed to the Company.

Agreements with the Company’s financial guaranty insurance providers contain additional specified targeted portfolio performance ratios that are higher than the limits referred to in the preceding paragraphs. 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 Company’s financial guaranty insurance providers to terminate the Company’s servicing rights to the receivables sold to that Trust.

Significant assumptions used in determining the gain on sale of receivables were as follows:

Significant assumptions used in measuring the estimated fair value of credit enhancement assets related to the gain on sale Trusts at the balance sheet dates are as follows:


June 30,	2005		2004		2005		2004
Cumulative credit losses	12.4% – 14.8	%	12.4% – 14.9	%	12.4% -14.8	%	12.4% -14.9	%
Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0	%	14.0	%	14.0	%	14.0	%
Investments in Trust receivables	9.8	%	9.8	%	9.8	%	9.8	%
Restricted cash—gain on sale Trusts	9.8	%	9.8	%
Restricted cash – gain on sale Trusts					9.8	%	9.8	%

The Company has not presented the expected weighted average life and prepayment assumptions used in determining the gain on sale and in measuring the fair value of credit enhancement assets due to the stability of these two attributes over time. A significant portion of the Company’s prepayment experience relates to defaults that are considered in the cumulative credit loss assumption. The Company’s voluntary prepayment experience on its gain on sale receivables portfolio typically has not fluctuated significantly with changes in market interest rates or other economic or market factors.

An immediate 10% and 20% adverse change in the assumptions used to measure the fair value of the credit enhancement assets would decrease the credit enhancement assets at June 30, 2005, as follows (in thousands):

The adverse changes to the key assumptions and estimates are hypothetical. The change in fair value based on the above variation in assumptions cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on fair value is calculated independently from any change in another assumption. In

reality, changes in one factor may contribute to changes in another, which might magnify or counteract the sensitivities. Furthermore, due to potential changes in current economic conditions, the estimated fair values as disclosed should not be considered indicative of the future performance of these assets. The sensitivities do not reflect actions management might take to offset the impact of any adverse change.

Expected cumulative static pool credit losses on receivables that have been sold to the Trusts are shown below:

Amounts outstanding under the Company’s warehouse credit facilities are as follows (in thousands):


June 30,	2005		2004		2005		2004
Medium term note facility	$	650,000	$	500,000	$	650,000	$	500,000
Repurchase facility		215,613				215,613
Near prime facility		125,361				125,361

	$	990,974	$	500,000	$	990,974	$	500,000

Further detail regarding terms and availability of the warehouse credit facilities as of June 30, 2005, follows (in thousands):

The Company’s warehouse credit facilities are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits. Under these funding agreements, the Company transfers finance receivables to special purpose finance subsidiaries of the Company. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance receivables and cash. The agents provide funding under the notes to the subsidiaries

pursuant to an advance formula, and the subsidiaries forward the funds to the Company in consideration for the transfer of finance receivables. While these subsidiaries are included in the Company’s consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to creditors of AmeriCredit Corp. or its other subsidiaries. Advances under the funding agreements bear interest at commercial paper, LIBOR or prime rates plus specified fees depending upon the source of funds provided by the agents.

The Company is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, certain funding agreements contain various covenants requiring minimum financial ratios, asset quality, and portfolio performance ratios (cumulative net loss, delinquency and repossession ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements or restrict the Company’s ability to obtain additional borrowings under these agreements. As of June 30, 2005, the Company’s warehouse credit facilities were in compliance with all covenants.

Debt issuance costs are being amortized over the expected term of the warehouse credit facilities. Unamortized costs of $9.6 million and $8.3 million as of June 30, 2005 and June 30, 2004, respectively, are included in other assets on the consolidated balance sheets.

Securitization notes payable represents debt issued by the Company in securitization transactions accounted for as secured financings. Debt issuance costs are being amortized over the expected term of the

securitizations on an effective yield basis; unamortized costs of $23.3 million and $21.7 million as of June 30, 2005 and 2004, respectively, are included in other assets on the consolidated balance sheets.

targeted percentage level of assets is reached and maintained, excess cash flows generated by the Trusts are released to the Company as distributions from Trusts. Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced. Assets in excess of the required percentage are also released to the Company as distributions from Trusts.

Agreements with the Company’s financial guaranty insurance providers contain additional specified targeted portfolio performance ratios. 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 Company’s financial guaranty insurance providers to terminate the Company’s servicing rights to the receivables sold to that Trust.

As of June 30, 2005 and 2004, the Company has outstanding $166.8 million and $166.4 million, respectively, of senior notes that are due May 2009. Interest on the notes is payable semi-annually at a rate of 9.25% per annum. The notes, which are uncollateralized, may be redeemed at the option of the Company after May 2006 at a premium declining to par in May 2008.

During the year ended June 30, 2004, the Company redeemed $7.3 million of its 9.25% Senior Notes due May 2009 and all of its

The Indentures pursuant to which the senior notes were issued contain restrictions including limitations on the Company’s ability to incur additional indebtedness other than certain collateralized indebtedness, pay cash dividends and repurchase common stock. Debt issuance costs and original issue discounts are being amortized over the expected term of the notes; unamortized costs of $2.1 million and $2.9 million as of June 30, 2005 and 2004, respectively, are included in other assets in the consolidated balance sheets.

Company’s common stock at $18.68 per share. Additionally, the Company may exercise its option to repurchase the notes, or holders of the convertible senior notes may require the Company to repurchase the notes, on November 15, 2008, at a price equal to 100.25% of the principal amount of the notes redeemed, or after November 15, 2008 at par. Debt issuance costs are being amortized over the expected term of the notes; unamortized costs of $3.5 million and $4.5 million are included in other assets in the consolidated balance sheets as of June 30, 2005 and 2004, respectively.

Other notes payable consists primarily of capital leases. Maturities of other notes payable for years ending June 30 are as follows (in thousands):

As of June 30, 2005 and 2004, the Company had interest rate swap agreements associated with its securitization Trusts and its medium term note facility with underlying notional amounts of $1,722.1 million and $1,469.6 million, respectively. The fair value of the Company’s interest rate swap agreements of $7.3 million as of June 30, 2005, is included in other assets on the consolidated balance sheets. The fair value of the Company’s

interest rate swap agreements of $6.8 million as of June 30, 2004, is included in derivative financial instruments under “liabilities” on the consolidated balance sheets. Interest rate swap agreements designated as hedges had unrealized gains included in accumulated other comprehensive income of approximately $6.3

million and $1.3 million as of June 30, 2005 and 2004, respectively. The ineffectiveness related to the interest rate swap agreements designated as hedges was not material for the years ended June 30, 2005, 2004 and 2003. The Company estimates approximately $4.6 million of unrealized gains included in other comprehensive income related to interest rate swap agreements will be reclassified into earnings within the next twelve months.

As of June 30, 2005 and June 30, 2004, the Company had interest rate cap agreements with underlying notional amounts of $1,219.0 million and $2,335.0 million, respectively. The fair value of the Company’s interest rate cap agreements purchased by its special purpose finance subsidiaries of $1.3 million and $5.9 million as of June 30, 2005 and 2004, respectively, are included in other assets on the consolidated balance sheets. The fair value of the Company’s interest rate cap agreements sold by the Company of $1.1 million and $5.6 million as of June 30, 2005 and 2004, respectively, are included in derivative financial instruments on the consolidated balance sheets.

Under the terms of its derivative financial instruments, the Company is required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of June 30, 2005 and 2004, these restricted cash accounts totaled $6.7 million and $36.3 million, respectively, and are included in other assets on the consolidated balance sheets.

Branch lending offices are generally leased for terms of up to five years with certain rights to extend for additional periods. The Company also leases space for its administrative offices and loan servicing activities under leases with terms up to twelve years with renewal options. Certain leases contain lease escalation clauses for real estate taxes and other operating expenses and renewal option clauses calling for increased rents. Lease expense was $14.9 million, $28.1 million and $35.5 million for the years ended June 30, 2005, 2004 and 2003, respectively.

Operating lease commitments for years ending June 30 are as follows (in thousands):

Subsequent to June 30, 2005, the Company sold and leased back a building owned by the Company and utilized for servicing activities. The operating lease has a twelve-year term expiring in 2017 with renewal options. The lessor is an unrelated third party. The gain on the sale will be amortized into income in proportion to the related gross rental charged to expense over the lease term.

Financial instruments which potentially subject the Company to concentrations of credit risk are primarily cash equivalents, restricted cash, derivative financial instruments and managed finance receivables, which include finance receivables held on the Company’s consolidated balance sheets and gain on sale receivables

serviced by the Company on behalf of the Trusts. The Company’s cash equivalents and restricted cash represent investments in highly rated securities placed through various major financial institutions. The counterparties to the Company’s derivative financial instruments are various major financial institutions. Managed finance receivables represent contracts with consumers residing throughout the United States and, to a limited extent, in Canada, with borrowers located in Texas, California and Florida each accounting for 13%, 11% and 10%, respectively, of the managed auto receivables portfolio as of June 30, 2005. No other state accounted for more than 10% of managed finance receivables.

The Company guaranteed the timely payment of principal and interest on the Class E asset-backed securities issued in one of its senior subordinate securitization transactions. The total outstanding balance of the subordinated asset-backed securities guaranteed by the Company was $6.1 million at June 30, 2004; this securitization transaction was called and the securities retired during the year ended June 30, 2005.

The payments of principal and interest on the Company’s senior notes and convertible senior notes are guaranteed by certain of the Company’s subsidiaries. As of June 30, 2005 and 2004, the carrying value of the senior

notes and convertible senior notes were $366.8 million and $366.4 million, respectively. See guarantor consolidating financial statements in Note ~~24.~~25.

state material facts necessary to make other statements in the registration statement not misleading.

On October 1, 2002, the Company completed a secondary offering of 67,000,000 shares of common stock at a price of $7.50 per share. On November 13, 2002, an additional 1,500,000 shares were issued to cover over-allotments. The net proceeds of the secondary offering were approximately $481.0 million.

Since April 2004, the Company has announced three Board approved stock repurchase plans which authorize the Company to repurchase up to $700.0 million of its common stock in the open market or in privately negotiated transactions, based on market conditions.

During the years ended June 30, 2005 and 2004, the Company repurchased 16,507,529 and 1,832,100 shares, respectively, of its common stock, at an average cost of $21.96 and $17.56 per share, respectively, pursuant to these plans. During July and August 2005, the Company repurchased an additional 4,372,472 shares of its common stock, at an average cost of $25.69 per share. As of August 31, 2005, the Company has remaining authorization to repurchase another $192.9 million of its common stock.

Agreements with Financial Security Assurance, Inc., an insurer of certain of the Company’s securitization transactions, provide for an increase in credit enhancement requirements if certain portfolio performance measures (delinquency, default or net loss ratios) are exceeded with respect to securitization transactions insured by FSA. In September 2002, the Company entered into an agreement with FSA to raise the specified delinquency levels through and including the March 2003 distribution date. In consideration for this agreement, the Company issued to FSA five-year warrants to purchase 1,287,691 shares of the Company’s common stock at $9.00 per share. The Company recorded non-cash interest expense of $6.6 million during the year ended June 30, 2003, related to this agreement.

In April 2005, 36,695 warrants were exercised, which resulted in a net settlement of 24,431 shares of the Company’s common stock.

The Company has certain stock-based compensation plans for employees, non-employee directors and key executive officers.

A total of 28,200,000 shares have been authorized for grants of options and other stock-based awards under the employee plans, of which 2,000,000 shares are available for grants to non-employee directors as well as employees. As of June 30, 2005, 5,605,905 shares remain available for future grants. The exercise price of each option must equal the market price of the Company’s stock on the date of grant, and the maximum term of each option is ten years. The vesting period is typically three to four years, although options with other vesting periods or options that vest upon the achievement of specified performance criteria may be authorized under certain employee plans. A

committee of the Company’s Board of Directors establishes policies and procedures for option grants, vesting periods and the term of each option.

A total of 1,500,000 shares have been authorized for grants of options under the non-employee director plans. These plans have now expired and no shares remain available for future grants. A total of 6,300,000 shares have been authorized for grants of options under the key executive officer plans, all of which have been previously awarded and become vested.

A summary of stock option activity under the Company’s employee plans is as follows (shares in thousands):


													2005				2004				2003
Years Ended June 30,	2005				2004				2003				Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	10,216		$	15.99	13,040		$	16.02	10,319		$	21.40	10,216		$	15.99	13,040		$	16.02	10,319		$	21.40
Granted	120			19.57	272			11.09	5,199			9.11	120			19.57	272			11.09	5,199			9.11
Exercised	(2,061	)		12.85	(1,383	)		12.08	(36	)		11.42	(2,061	)		12.85	(1,383	)		12.08	(36	)		11.42
Canceled/forfeited	(706	)		32.24	(1,713	)		18.55	(2,442	)		24.15	(706	)		32.24	(1,713	)		18.55	(2,442	)		24.15

Outstanding at end of year	7,569		$	15.39	10,216		$	15.99	13,040		$	16.02	7,569		$	15.39	10,216		$	15.99	13,040		$	16.02

Options exercisable at end of year	6,230		$	16.34	7,083		$	17.14	5,583		$	18.81	6,230		$	16.34	7,083		$	17.14	5,583		$	18.81

Weighted average fair value of options granted during year			$	14.26			$	7.87			$	6.20			$	14.26			$	7.87			$	6.20

A summary of options outstanding under the Company’s employee plans as of June 30, 2005, is as follows (shares in thousands):


	Options Outstanding				Options Exercisable			Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Years of Remaining Contractual Life	Weighted Average Exercise Price		Number Outstanding	Weighted Average Exercise Price		Number Outstanding	Weighted Average Years of Remaining Contractual Life	Weighted Average Exercise Price		Number Outstanding	Weighted Average Exercise Price
$6.25 to 8.00	358	3.40	$	7.15	313	$	7.20	358	3.40	$	7.15	313	$	7.20
$8.01 to 9.00	2,853	4.87		8.77	1,848		8.77	2,853	4.87		8.77	1,848		8.77
$9.01 to 13.00	667	1.74		11.90	667		11.90	667	1.74		11.90	667		11.90
$13.01 to 15.00	261	6.02		14.06	261		14.06	261	6.02		14.06	261		14.06
$15.01 to 17.00	1,443	5.44		16.24	1,210		16.27	1,443	5.44		16.24	1,210		16.27
$17.01 to 18.00	364	3.93		17.49	364		17.49	364	3.93		17.49	364		17.49
$18.01 to 22.00	758	5.60		19.05	758		19.05	758	5.60		19.05	758		19.05
$22.01 to 30.00	247	5.53		26.53	213		26.80	247	5.53		26.53	213		26.80
$30.01 to 50.00	587	5.83		42.28	571		42.38	587	5.83		42.28	571		42.38
$50.01 to 65.00	31	6.02		54.14	25		54.14	31	6.02		54.14	25		54.14

	7,569				6,230			7,569				6,230

A summary of stock option activity under the Company’s non-employee director plans is as follows (shares in thousands):


													2005				2004				2003
Years Ended June 30,	2005				2004				2003				Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	320		$	13.10	340		$	12.55	360		$	11.94	320		$	13.10	340		$	12.55	360		$	11.94
Exercised	(50	)		5.18	(20	)		3.75	(20	)		1.56	(50	)		5.18	(20	)		3.75	(20	)		1.56

Outstanding at end of year	270		$	14.57	320		$	13.10	340		$	12.55	270		$	14.57	320		$	13.10	340		$	12.55

Options exercisable at end of year	270		$	14.57	320		$	13.10	340		$	12.55	270		$	14.57	320		$	13.10	340		$	12.55

A summary of options outstanding under the Company’s non-employee director plans as of June 30, 2005, is as follows (shares in thousands):


	Options Outstanding and Exercisable				Options Outstanding and Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Years of Remaining Contractual Life	Weighted Average Exercise Price		Number Outstanding	Weighted Average Years of Remaining Contractual Life	Weighted Average Exercise Price
$3.25 to 10.00	50	1.18	$	8.80	50	1.18	$	8.80
$10.01 to 15.00	140	2.92		14.77	140	2.92		14.77
$15.01 to 20.00	80	4.35		17.81	80	4.35		17.81

	270				270

A summary of stock option activity under the Company’s key executive officer plans is as follows (shares in thousands):


												2005				2004				2003
Years Ended June 30,	2005				2004				2003			Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Outstanding at beginning of year	3,898		$	11.28	5,000		$	11.44	5,000	$	11.44	3,898		$	11.28	5,000		$	11.44	5,000	$	11.44
Exercised	(1,226	)		11.02	(1,102	)		12.00				(1,226	)		11.02	(1,102	)		12.00

Outstanding at end of year	2,672		$	11.40	3,898		$	11.28	5,000	$	11.44	2,672		$	11.40	3,898		$	11.28	5,000	$	11.44

Options exercisable at end of year	2,672		$	11.40	3,898		$	11.28	5,000	$	11.44	2,672		$	11.40	3,898		$	11.28	5,000	$	11.44

A summary of options outstanding under the Company’s key executive officer plans as of June 30, 2005, is as follows (shares in thousands):


	Options Outstanding and Exercisable				Options Outstanding and Exercisable
Exercise Prices	Number Outstanding	Weighted Average Years of Remaining Contractual Life	Weighted Average Exercise Price		Number Outstanding	Weighted Average Years of Remaining Contractual Life	Weighted Average Exercise Price
$8.00	400	0.81	$	8.00	400	0.81	$	8.00
$12.00	2,272	1.58		12.00	2,272	1.58		12.00

	2,672				2,672

Modifications to extend the option term by two years for 2,840,000 stock options, of which 2,272,000 received shareholder approval, were made during the year ended June 30, 2005. Compensation expense recognized over the service period on a straight-line basis was $5.4 million for the year ended June 30, 2005. As of June 30, 2005, there are no unamortized costs relating to the stock option modifications.

Restricted stock grants totaling 587,500 shares with an approximate aggregate market value of $14.1 million at the time of grant were also issued under the employee plans during the year ended June 30, 2005. The market value of these restricted shares at the date of grant is being amortized into expense over a period that approximates the service period of three years. The restricted stock granted is subject to a vesting schedule of 25% in March 2006, 25% in March 2007 and 50% in March 2008. Compensation expense recognized for restricted stock grants was $1.7 million, $0.8 million and $1.3 million for the years ended June 30, 2005, 2004 and 2003, respectively. As of June 30, 2005 and 2004, unamortized compensation expense, which is included in additional paid-in capital, related to the restricted stock awards was $12.6 million and $0.2 million, respectively.

Stock appreciation rights with respect to 680,600 shares with an approximate aggregate market value of $9.7 million at the time of grant were also issued under the employee plans during the year ended June 30, 2005. The market value of these rights at the date of grant is being amortized into expense over a period that approximates the service period of three years. Stock appreciation rights with respect to 640,000 shares are subject to vesting schedules of 25% in June 2005, 25% in March 2007 and 50% in March 2008. The remaining stock appreciation rights are subject to vesting schedules of 25% in March 2006, 25% in March 2007 and 50% in March 2008. Compensation expense recognized for stock appreciation rights was $1.0 million for the year ended June 30, 2005. As of June 30, 2005, unamortized compensation expense related to the rights was $8.7 million.

The Company has a defined contribution retirement plan covering substantially all employees. The Company’s contributions in stock to the plan were $3.3 million and $2.8 million for the years ended June 30,

2005 and 2004, respectively. The Company recognized a net benefit of $0.6 million for the year ended June 30, 2004, as a result of the return of prior year unvested contributions being in excess of current year contributions to the plan.

The Company also has an employee stock purchase plan that allows participating employees to purchase, through payroll deductions, shares of the Company’s common stock at 85% of the market value at specified dates. A total of 5,000,000 shares have been reserved for issuance under the plan. As of June 30, 2005, 1,487,886 shares remain available for issuance under the plan. Shares issued under the plan were 549,046, 550,907 and 1,574,948 for the years ended June 30, 2005, 2004 and 2003, respectively. The Company recognized $2.6 million and $1.8 million in compensation expense for the years ended June 30, 2005 and 2004, respectively, as a result of the implementation of SFAS 123 on July 1, 2003.


Years Ended June 30,	2005			2004			2003		2005			2004			2003
Current	$	197,710		$	248,004		$	5,836	$	197,710		$	248,004		$	5,836
Deferred		(31,220	)		(109,871	)		7,441		(31,220	)		(109,871	)		7,441

	$	166,490		$	138,133		$	13,277	$	166,490		$	138,133		$	13,277

The Company’s effective income tax rate on income before income taxes differs from the U.S. statutory tax rate as follows:


Years Ended June 30,	2005		2004		2003		2005		2004		2003
U.S. statutory tax rate	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%
State income taxes and other	1.8		2.8		3.5		1.8		2.8		3.5

	36.8	%	37.8	%	38.5	%	36.8	%	37.8	%	38.5	%

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


June 30,	2005			2004			2005			2004
Deferred tax liabilities:
Gains on sale of receivables	$	(11,933	)	$	(31,719	)	$	(11,933	)	$	(31,719	)
Unrealized gains on credit enhancement assets		(5,818	)		(12,818	)		(5,818	)		(12,818	)
Other		(63,994	)		(41,137	)		(63,994	)		(41,137	)

		(81,745	)		(85,674	)		(81,745	)		(85,674	)

Deferred tax assets:
Allowance for loan losses		84,410			48,564			84,410			48,564
Net operating loss carryforward—Canada		9,836			7,981
Net operating loss carryforward – Canada								9,836			7,981
Other		41,258			25,669			41,258			25,669

		135,504			82,214			135,504			82,214

Net deferred tax asset (liability)	$	53,759		$	(3,460	)	$	53,759		$	(3,460	)

As of June 30, 2005, the Company has a net operating loss carryforward of approximately $27.8 million for Canadian income tax reporting purposes that expires between June 30, 2006 and June 30, 2015. The Company expects to generate sufficient income to utilize the net operating loss carryforward; accordingly, no tax valuation allowance has been recorded on the $9.8 million deferred tax asset.

The Company recognized restructuring charges of $2.8 million during the year ended June 30, 2005, relating to a revision of assumed lease costs for office space and collection centers in connection with Company’s restructuring activities during the years ended June 30, 2004 and 2003.

The Company recognized restructuring charges of $15.9 million and $63.3 million for the years ended June 30, 2004 and 2003, respectively.

On April 1, 2004, the Company closed its Jacksonville collections center in an effort to continue to align the size of its infrastructure with its operational needs. The Company incurred severance expense of approximately $2.2 million for the closing of the collection center. In addition, the Company recognized approximately $12.0 million of contract termination and other associated charges resulting from the closing of the Jacksonville collections center and the abandonment and subsequent marketing of excess capacity at the Company’s Chandler collections center and corporate headquarters. The remainder of the restructuring charges recognized during the year ended June 30, 2004, related to adjustments to the accrued restructuring charges from the implementation of a revised operating plan in February 2003.

The restructuring charges recognized during the year ended June 30, 2003, included a $6.9 million charge for a reduction in workforce in November 2002 and a $56.4 million charge related to the implementation of the revised

operating plan in February 2003. A restructuring charge of $53.1 million representing the costs associated with the revised operating plan was recorded in March 2003. Personnel-related costs consisted primarily of severance costs of identified workforce reductions related to the consolidation/closing of branch offices and the closing of the Company’s Canadian lending operations. Contract termination costs included expenses incurred to terminate facility and equipment leases prior to their termination date. Contract termination costs also included estimated costs that will continue to be incurred under facility and equipment contracts for their remaining terms without economic benefit to the Company. The Company estimated this cost by discounting the future cash to be paid under the contracts, net of any assumed proceeds on sublease rentals. As part of the revised operating plan, the Company discontinued the development of its customer relationship management system, which was designed to provide operational scalability and marketing benefits in a high-growth environment. The discontinuation of this project resulted in a charge of $20.8 million of previously capitalized costs, which was included in other associated costs. In June 2003, the Company recorded increases to its restructuring liability of $3.3 million due to changes in sublease rental income, increased costs incurred to terminate facility and equipment leases and reductions in the estimated realizable value of assets held for sale. Certain contractual payments associated with the revised operating plan will extend through the remaining terms of leases that have not been terminated.

As of June 30, 2005, total costs incurred to date in connection with the closing of the Jacksonville collections center and the abandonment of excess capacity at the Company’s Chandler collections center and corporate headquarters in fiscal 2004 includes $2.2 million in personnel-related costs and $13.6 million of contract termination and other associated costs. Total costs incurred to date in connection with the Company’s revised operating plan adopted in February 2003 include $18.8 million in personnel-related costs, $26.3 million of contract termination costs and $28.3 million in other associated costs. The accruals remain for contract term and other associated costs which are long term liabilities.

A summary of the liabilities, which are included in accrued taxes and expenses on the consolidated balance sheets, for the restructuring charges for the years ended June 30, 2003, 2004 and 2005, is as follows (in thousands):


	Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total			Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total
Additions	$	16,451		$	12,467		$	24,153		$	53,071		$	16,451		$	12,467		$	24,153		$	53,071
Cash settlements		(16,353	)		(5,521	)		(271	)		(22,145	)		(16,353	)		(5,521	)		(271	)		(22,145	)
Non-cash settlements					243			(23,944	)		(23,701	)					243			(23,944	)		(23,701	)
Adjustments		371			1,121			1,799			3,291			371			1,121			1,799			3,291

Balance at June 30, 2003		469			8,310			1,737			10,516			469			8,310			1,737			10,516

Additions		2,200			10,139			2,395			14,734			2,200			10,139			2,395			14,734
Cash settlements		(2,481	)		(4,661	)		406			(6,736	)		(2,481	)		(4,661	)		406			(6,736	)
Non-cash settlements					907			(1,192	)		(285	)					907			(1,192	)		(285	)
Adjustments		(178	)		1,334			44			1,200			(178	)		1,334			44			1,200

Balance at June 30, 2004		10			16,029			3,390			19,429			10			16,029			3,390			19,429

Cash settlements		(10	)		(4,711	)					(4,721	)		(10	)		(4,711	)					(4,721	)
Non-cash settlements					(702	)		(372	)		(1,074	)					(702	)		(372	)		(1,074	)
Adjustments					2,882			(59	)		2,823						2,882			(59	)		2,823

Balance at June 30, 2005	$			$	13,498		$	2,959		$	16,457		$			$	13,498		$	2,959		$	16,457

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):


Years Ended June 30,	2005		2004		2003		2005		2004		2003
Net income	$	285,909	$	226,983	$	21,209	$	285,909	$	226,983	$	21,209
Interest expense related to convertible senior notes, net of related tax effects		2,859		1,756				2,859		1,756

Adjusted net income	$	288,768	$	228,739	$	21,209	$	288,768	$	228,739	$	21,209

Weighted average shares outstanding		152,184,740		156,885,546		137,501,378		152,184,740		156,885,546		137,501,378
Incremental shares resulting from assumed conversions:
Stock options		3,589,632		2,261,552		302,698		3,589,632		2,261,552		302,698
Warrants		763,081		483,597		3,699		763,081		483,597		3,699
Convertible senior notes		10,705,205		6,756,564				10,705,205		6,756,564

		15,057,918		9,501,713		306,397		15,057,918		9,501,713		306,397

Weighted average shares and assumed incremental shares		167,242,658		166,387,259		137,807,775		167,242,658		166,387,259		137,807,775

Earnings per share:
Basic	$	1.88	$	1.45	$	0.15	$	1.88	$	1.45	$	0.15

Diluted	$	1.73	$	1.37	$	0.15	$	1.73	$	1.37	$	0.15

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

Diluted earnings per share have been computed by dividing net income, adjusted for interest expense (net of related tax effects) related to the Company’s convertible senior notes, by the weighted average shares and assumed incremental shares. The treasury stock method was used to compute the assumed incremental shares related to the Company’s outstanding stock options and warrants. The average common stock market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 1.0 million, 5.2 million and 12.3 million shares of common stock for the years ended June 30, 2005, 2004 and 2003, respectively, 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.

The if-converted method was used to calculate the impact of the Company’s convertible senior notes on assumed incremental shares. As required by EITF

04-8, assumed incremental shares for the years ended June 30, 2005 and 2004, were retroactively adjusted for the impact of the convertible senior notes.

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


Years Ended June 30,	2005		2004		2003		2005		2004		2003
Interest costs (none capitalized)	$	257,327	$	236,968	$	227,361	$	257,327	$	236,968	$	227,361
Income taxes		219,439		202,107		112,330		219,439		202,107		112,330

During the year ended June 30, 2004, the Company repurchased 62,900 restricted shares at an average price of $18.58 per share from employees and former employees in partial satisfaction of outstanding debt obligations.

During the year ended June 30, 2003, the Company entered into capital lease agreements for property and equipment of $13.0 million. The Company did not enter into any significant capital lease agreements for property and equipment during the years ended June 30, 2005 and 2004.

In March 2003, in connection with its whole loan purchase facility, the Company issued a $30.0 million note to the purchaser as payment for costs associated with the structuring of the facility.

In September 2002, the Company issued warrants to FSA in consideration for increases in specific delinquency trigger levels on securitizations insured by FSA prior to September 30, 2002. The Company recorded non-cash interest expense of $6.6 million related to this agreement during the year ended June 30, 2003.

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


Years Ended June 30,	2005			2004			2003			2005			2004			2003
Net unrealized gains on credit enhancement assets:
Balance at beginning of year	$	20,273		$	7,508		$	94,164		$	20,273		$	7,508		$	94,164
Unrealized (losses) gains, net of taxes of $(4,197), $11,197 and $(40,557), respectively		(6,618	)		18,822			(64,786	)		(6,618	)		18,822			(64,786	)
Reclassification into earnings, net of taxes of $(4,778), $(3,603) and $(13,692), respectively		(7,533	)		(6,057	)		(21,870	)		(7,533	)		(6,057	)		(21,870	)

Balance at end of year		6,122			20,273			7,508			6,122			20,273			7,508

Unrealized gain (losses) on cash flow hedges:
Balance at beginning of year		785			(16,758	)		(25,343	)		785			(16,758	)		(25,343	)
Change in fair value associated with current period hedging activities, net of taxes of $198, $5,453 and $(20,265), respectively		311			8,723			(32,372	)		311			8,723			(32,372	)
Reclassification into earnings, net of taxes of $1,764, $5,513 and $25,640, respectively		2,782			8,820			40,957			2,782			8,820			40,957

Balance at end of year		3,878			785			(16,758	)		3,878			785			(16,758	)

Accumulated foreign currency translation adjustment:
Balance at beginning of year		15,765			14,418			2,022			15,765			14,418			2,022
Translation gain		7,800			1,347			12,396			7,800			1,347			12,396

Balance at end of year		23,565			15,765			14,418			23,565			15,765			14,418

Total accumulated other comprehensive income	$	33,565		$	36,823		$	5,168		$	33,565		$	36,823		$	5,168

Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments” (“SFAS 107”), requires disclosure of fair value information about financial instruments, whether recognized or not in the Company’s 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. SFAS 107 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

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

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

The payment of principal and interest on the Company’s senior notes and convertible senior notes are guaranteed by certain of the Company’s subsidiaries (the “Subsidiary Guarantors”). The separate financial statements of the Subsidiary Guarantors are not included herein because the Subsidiary Guarantors are wholly-owned consolidated subsidiaries of the Company and are jointly, severally and unconditionally liable for the obligations represented by the senior notes and convertible senior notes. The Company believes that the consolidating financial information for the Company, 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 statement schedules present consolidating financial data for (i) AmeriCredit Corp. (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 Company and its subsidiaries on a consolidated basis and (v) the Company and its subsidiaries on a consolidated basis as of June 30, 2005 and 2004 and for each of the three years in the period ended June 30, 2005.

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.


	AmeriCredit Corp.			Guarantors		Non- Guarantors		Eliminations			Consolidated			AmeriCredit Corp.			Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	663,501						$	663,501					$	663,501						$	663,501
Finance receivables, net					213,175	$	8,084,575					8,297,750						213,175	$	8,084,575					8,297,750
Interest-only receivables from Trusts							29,905					29,905								29,905					29,905
Investments in Trust receivables					1,094		238,352					239,446						1,094		238,352					239,446
Restricted cash—gain on sale Trusts					3,805		268,634					272,439
Restricted cash—securitization notes payable							633,900					633,900
Restricted cash—warehouse credit facilities							455,426					455,426
Restricted cash - gain on sale Trusts																		3,805		268,634					272,439
Restricted cash - securitization notes payable																				633,900					633,900
Restricted cash - warehouse credit facilities																				455,426					455,426
Property and equipment, net	$	6,860			85,139		1					92,000		$	6,860			85,139		1					92,000
Deferred income taxes		(46,264	)		13,240		86,783					53,759			(46,264	)		13,240		86,783					53,759
Other assets		6,270			154,906		58,080	$	(10,344	)		208,912			6,270			154,906		58,080	$	(10,344	)		208,912
Due from affiliates		1,196,054					1,161,307		(2,357,361	)					1,196,054					1,161,307		(2,357,361	)
Investment in affiliates		1,385,395			2,886,483		330,277		(4,602,155	)					1,385,395			2,886,483		330,277		(4,602,155	)

Total assets	$	2,548,315		$	4,021,343	$	11,347,240	$	(6,969,860	)	$	10,947,038		$	2,548,315		$	4,021,343	$	11,347,240	$	(6,969,860	)	$	10,947,038

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities						$	990,974				$	990,974							$	990,974				$	990,974
Securitization notes payable							7,218,487	$	(52,459	)		7,166,028								7,218,487	$	(52,459	)		7,166,028
Senior notes	$	166,755										166,755		$	166,755										166,755
Convertible senior notes		200,000										200,000			200,000										200,000
Other notes payable		7,002		$	1,327							8,329			7,002		$	1,327							8,329
Funding payable					157,615		595					158,210						157,615		595					158,210
Accrued taxes and expenses		52,642			39,658		51,780		(10,344	)		133,736			52,642			39,658		51,780		(10,344	)		133,736
Derivative financial instruments					1,090							1,090						1,090							1,090
Due to affiliates					2,329,302				(2,329,302	)								2,329,302				(2,329,302	)

Total liabilities		426,399			2,528,992		8,261,836		(2,392,105	)		8,825,122			426,399			2,528,992		8,261,836		(2,392,105	)		8,825,122

Shareholders’ equity:
Common stock		1,668			75,355		30,627		(105,982	)		1,668			1,668			75,355		30,627		(105,982	)		1,668
Additional paid-in capital		1,150,612			75,670		1,263,713		(1,339,383	)		1,150,612			1,150,612			75,670		1,263,713		(1,339,383	)		1,150,612
Accumulated other comprehensive income		33,565			11,280		35,259		(46,539	)		33,565			33,565			11,280		35,259		(46,539	)		33,565
Retained earnings		1,333,634			1,330,046		1,755,805		(3,085,851	)		1,333,634			1,333,634			1,330,046		1,755,805		(3,085,851	)		1,333,634

		2,519,479			1,492,351		3,085,404		(4,577,755	)		2,519,479			2,519,479			1,492,351		3,085,404		(4,577,755	)		2,519,479
Treasury stock		(397,563	)									(397,563	)		(397,563	)									(397,563	)

Total shareholders’ equity		2,121,916			1,492,351		3,085,404		(4,577,755	)		2,121,916			2,121,916			1,492,351		3,085,404		(4,577,755	)		2,121,916

Total liabilities and shareholders’ equity	$	2,548,315		$	4,021,343	$	11,347,240	$	(6,969,860	)	$	10,947,038		$	2,548,315		$	4,021,343	$	11,347,240	$	(6,969,860	)	$	10,947,038


	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated			AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	421,450							$	421,450					$	421,450							$	421,450
Finance receivables, net					81,167		$	6,282,702					6,363,869						81,167		$	6,282,702					6,363,869
Interest-only receivables from Trusts					38			110,914					110,952						38			110,914					110,952
Investments in Trust receivables					6,683			521,662					528,345						6,683			521,662					528,345
Restricted cash—gain on sale Trusts					3,538			419,487					423,025
Restricted cash—securitization notes payable								482,724					482,724
Restricted cash—warehouse credit facilities								209,875					209,875
Restricted cash - gain on sale Trusts																			3,538			419,487					423,025
Restricted cash - securitization notes payable																						482,724					482,724
Restricted cash - warehouse credit facilities																						209,875					209,875
Property and equipment, net	$	349			101,073			2					101,424		$	349			101,073			2					101,424
Other assets		8,894			136,863			44,270	$	(7,112	)		182,915			8,894			136,863			44,270	$	(7,112	)		182,915
Due from affiliates		1,406,204						2,143,179		(3,549,383	)					1,406,204						2,143,179		(3,549,383	)
Investment in affiliates		1,141,763			4,061,116			204,281		(5,407,160	)					1,141,763			4,061,116			204,281		(5,407,160	)

Total assets	$	2,557,210		$	4,811,928		$	10,419,096	$	(8,963,655	)	$	8,824,579		$	2,557,210		$	4,811,928		$	10,419,096	$	(8,963,655	)	$	8,824,579

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities							$	500,000				$	500,000								$	500,000				$	500,000
Securitization notes payable								5,646,952	$	(48,220	)		5,598,732									5,646,952	$	(48,220	)		5,598,732
Senior notes	$	166,414											166,414		$	166,414											166,414
Convertible senior notes		200,000											200,000			200,000											200,000
Other notes payable		19,385			2,057								21,442			19,385			2,057								21,442
Funding payable					36,438			835					37,273						36,438			835					37,273
Accrued taxes and expenses		17,938			110,947			38,025		(7,112	)		159,798			17,938			110,947			38,025		(7,112	)		159,798
Derivative financial instruments					12,250			98					12,348						12,250			98					12,348
Due to affiliates					3,523,591					(3,523,591	)								3,523,591					(3,523,591	)
Deferred income taxes		28,361			(28,892	)		3,991					3,460			28,361			(28,892	)		3,991					3,460

Total liabilities		432,098			3,656,391			6,189,901		(3,578,923	)		6,699,467			432,098			3,656,391			6,189,901		(3,578,923	)		6,699,467

Shareholders’ equity:
Common stock		1,628			37,719			92,166		(129,885	)		1,628			1,628			37,719			92,166		(129,885	)		1,628
Additional paid-in capital		1,081,079			41,750			2,578,911		(2,620,661	)		1,081,079			1,081,079			41,750			2,578,911		(2,620,661	)		1,081,079
Accumulated other comprehensive income		36,823			8,476			38,211		(46,687	)		36,823			36,823			8,476			38,211		(46,687	)		36,823
Retained earnings		1,047,725			1,067,592			1,519,907		(2,587,499	)		1,047,725			1,047,725			1,067,592			1,519,907		(2,587,499	)		1,047,725

		2,167,255			1,155,537			4,229,195		(5,384,732	)		2,167,255			2,167,255			1,155,537			4,229,195		(5,384,732	)		2,167,255
Treasury stock		(42,143	)										(42,143	)		(42,143	)										(42,143	)

Total shareholders’ equity		2,125,112			1,155,537			4,229,195		(5,384,732	)		2,125,112			2,125,112			1,155,537			4,229,195		(5,384,732	)		2,125,112

Total liabilities and shareholders’ equity	$	2,557,210		$	4,811,928		$	10,419,096	$	(8,963,655	)	$	8,824,579		$	2,557,210		$	4,811,928		$	10,419,096	$	(8,963,655	)	$	8,824,579


	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated				AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	285,909		$	262,454		$	235,898		$	(498,352	)	$	285,909			$	285,909		$	262,454		$	235,898		$	(498,352	)	$	285,909
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		2,449			17,748			18,281						38,478				2,449			13,448			39,543						55,440
Provision for loan losses					(20,189	)		438,900						418,711							(20,189	)		438,900						418,711
Deferred income taxes		295,829			77,216			(404,265	)					(31,220	)			295,829			77,216			(404,265	)					(31,220	)
Accretion of present value discount					7,246			(85,312	)					(78,066	)						7,246			(85,312	)					(78,066	)
Impairment of credit enhancement assets								1,122						1,122										1,122						1,122
Non-cash restructuring charges					2,760									2,760							2,760									2,760
Other		11,257			(5,291	)		(19,201	)					(13,235	)			11,257			(1,967	)		(579	)					8,711
Distributions from gain on sale Trusts, net of swap payments					1,599			545,412						547,011

Equity in income of affiliates		(262,454	)		(235,898	)					498,352							(262,454	)		(235,898	)					498,352
Changes in assets and liabilities:
Other assets		913			(43,591	)		17,100						(25,578	)	��		913			(43,591	)		17,100						(25,578	)
Accrued taxes and expenses		39,641			(78,032	)		14,564						(23,827	)			39,641			(78,032	)		14,564						(23,827	)

Net cash provided (used) by operating activities		373,544			(13,978	)		762,499						1,122,065				373,544			(16,553	)		256,971						613,962

Cash flows from investing activities:
Purchases of receivables					(5,447,444	)		(5,382,701	)		5,382,701			(5,447,444	)						(5,447,444	)		(5,382,701	)		5,382,701			(5,447,444	)
Principal collections and recoveries on receivables					79,086			3,162,610						3,241,696							80,062			3,122,726						3,202,788
Net proceeds from sale of receivables					5,382,701						(5,382,701	)									5,382,701						(5,382,701	)
Distributions from gain on sale Trusts, net of swap payments																					1,599			545,412						547,011
Purchases of property and equipment		(6,622	)		(1,054	)								(7,676	)			(6,622	)		(1,054	)								(7,676	)
Change in restricted cash—securitization notes payable								(147,476	)					(147,476	)
Change in restricted cash—warehouse credit facilities								(245,551	)					(245,551	)
Change in restricted cash - securitization notes payable																								(147,476	)					(147,476	)
Change in restricted cash - warehouse credit facilities																								(245,551	)					(245,551	)
Change in other assets					29,442									29,442							29,442									29,442
Net change in investment in affiliates		7,764			1,421,785			(126,285	)		(1,303,264	)						7,764			1,421,785			(126,285	)		(1,303,264	)

Net cash provided (used) by investing activities		1,142			1,464,516			(2,739,403	)		(1,303,264	)		(2,577,009	)			1,142			1,467,091			(2,233,875	)		(1,303,264	)		(2,068,906	)

Cash flows from financing activities:
Net change in warehouse credit facilities								490,974						490,974										490,974						490,974
Issuance of securitization notes payable								4,550,000						4,550,000										4,550,000						4,550,000
Payments on securitization notes payable								(2,990,238	)					(2,990,238	)									(2,990,238	)					(2,990,238	)
Debt issuance costs		(74	)		(891	)		(20,612	)					(21,577	)			(74	)		(891	)		(20,612	)					(21,577	)
Net change in notes payable		(12,383	)		(893	)								(13,276	)			(12,383	)		(893	)								(13,276	)
Repurchase of common stock		(362,570	)											(362,570	)			(362,570	)											(362,570	)
Net proceeds from issuance of common stock		42,201			33,920			(1,315,198	)		1,281,278			42,201				42,201			33,920			(1,315,198	)		1,281,278			42,201
Net change in due (to) from affiliates		(49,660	)		(1,241,637	)		1,261,971			29,326							(49,660	)		(1,241,637	)		1,261,971			29,326

Net cash (used) provided by financing activities		(382,486	)		(1,209,501	)		1,976,897			1,310,604			1,695,514				(382,486	)		(1,209,501	)		1,976,897			1,310,604			1,695,514

Net (decrease) increase in cash and cash equivalents		(7,800	)		241,037			(7	)		7,340			240,570				(7,800	)		241,037			(7	)		7,340			240,570
Effect of Canadian exchange rate changes on cash and cash equivalents		7,800			1,014			7			(7,340	)		1,481				7,800			1,014			7			(7,340	)		1,481
Cash and cash equivalents at beginning of year					421,450									421,450							421,450									421,450

Cash and cash equivalents at end of year	$			$	663,501		$			$			$	663,501			$			$	663,501		$			$			$	663,501


	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated			AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	226,983		$	221,906		$	294,651		$	(516,557	)	$	226,983		$	226,983		$	221,906		$	294,651		$	(516,557	)	$	226,983
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		2,881			28,138			46,138						77,157			2,881			24,055			80,938						107,874
Provision for loan losses					41,710			215,360						257,070						41,710			215,360						257,070
Deferred income taxes		15,030			22,540			(147,441	)					(109,871	)		15,030			22,540			(147,441	)					(109,871	)
Accretion of present value discount					13,932			(114,167	)					(100,235	)					13,932			(114,167	)					(100,235	)
Impairment of credit enhancement assets					1,551			31,813						33,364						1,551			31,813						33,364
Non-cash restructuring charges					12,040									12,040						12,040									12,040
Other		(2,251	)		(78	)		1,291						(1,038	)		(2,251	)		(78	)		1,291						(1,038	)
Distributions from gain on sale Trusts, net of swap payments					(19,583	)		357,879						338,296

Equity in income of affiliates		(221,906	)		(294,651	)					516,557						(221,906	)		(294,651	)					516,557
Changes in assets and liabilities:
Other assets		78,075			(18,282	)		25,268						85,061			78,075			(18,282	)		25,268						85,061
Accrued taxes and expenses		15,628			(36,539	)		14,346						(6,565	)		15,628			(36,539	)		14,346						(6,565	)

Net cash provided (used) by operating activities		114,440			(27,316	)		725,138						812,262			114,440			(11,816	)		402,059						504,683

Cash flows from investing activities:
Purchases of receivables					(3,859,728	)		(4,134,717	)		4,134,717			(3,859,728	)					(3,859,728	)		(4,134,717	)		4,134,717			(3,859,728	)
Principal collections and recoveries on receivables					(193,392	)		2,431,123						2,237,731						(189,309	)		2,396,323						2,207,014
Net proceeds from sale of receivables					4,134,717						(4,134,717	)								4,134,717						(4,134,717	)
Distributions from gain on sale Trusts, net of swap payments																				(19,583	)		357,879						338,296
Purchases of property and equipment					(4,703	)								(4,703	)					(4,703	)								(4,703	)
Dividends		136			(47,106	)					46,970						136			(47,106	)					46,970
Change in restricted cash—securitization notes payable								(252,469	)					(252,469	)
Change in restricted cash—warehouse credit facilities								554,957						554,957
Change in restricted cash - securitization notes payable																							(252,469	)					(252,469	)
Change in restricted cash - warehouse credit facilities																							554,957						554,957
Change in other assets					21,020			34,023						55,043						21,020			34,023						55,043
Net change in investment in affiliates		23,094			1,454,911			(1,311,540	)		(166,465	)					23,094			1,454,911			(1,311,540	)		(166,465	)

Net cash provided (used) by investing activities		23,230			1,505,719			(2,678,623	)		(119,495	)		(1,269,169	)		23,230			1,490,219			(2,355,544	)		(119,495	)		(961,590	)

Cash flows from financing activities:
Net change in warehouse credit facilities								(772,438	)					(772,438	)								(772,438	)					(772,438	)
Repayment of whole loan purchase facility								(905,000	)					(905,000	)								(905,000	)					(905,000	)
Issuance of securitization notes payable								4,340,000						4,340,000									4,340,000						4,340,000
Payments on securitization notes payable								(2,023,449	)					(2,023,449	)								(2,023,449	)					(2,023,449	)
Retirement of senior notes		(207,250	)											(207,250	)		(207,250	)											(207,250	)
Issuance of convertible senior notes		200,000												200,000			200,000												200,000
Debt issuance costs		(4,664	)					(23,642	)					(28,306	)		(4,664	)					(23,642	)					(28,306	)
Net change in notes payable		(12,352	)		(840	)								(13,192	)		(12,352	)		(840	)								(13,192	)
Sale of warrants		34,441												34,441			34,441												34,441
Purchase of call option on common stock		(61,490	)											(61,490	)		(61,490	)											(61,490	)
Repurchase of common stock		(32,169	)											(32,169	)		(32,169	)											(32,169	)
Net proceeds from issuance of common stock		30,046			15,512			(128,639	)		113,127			30,046			30,046			15,512			(128,639	)		113,127			30,046
Net change in due (to) from affiliates		(85,579	)		(1,383,997	)		1,462,215			7,361						(85,579	)		(1,383,997	)		1,462,215			7,361

Net cash (used) provided by financing activities		(139,017	)		(1,369,325	)		1,949,047			120,488			561,193			(139,017	)		(1,369,325	)		1,949,047			120,488			561,193

Net (decrease) increase in cash and cash equivalents		(1,347	)		109,078			(4,438	)		993			104,286			(1,347	)		109,078			(4,438	)		993			104,286
Effect of Canadian exchange rate changes on cash and cash equivalents		1,347			(125	)		14			(993	)		243			1,347			(125	)		14			(993	)		243
Cash and cash equivalents at beginning of year					312,497			4,424						316,921						312,497			4,424						316,921

Cash and cash equivalents at end of year	$			$	421,450		$			$			$	421,450		$			$	421,450		$			$			$	421,450


	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated			AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	21,209		$	22,089		$	204,715		$	(226,804	)	$	21,209		$	21,209		$	22,089		$	204,715		$	(226,804	)	$	21,209
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		3,765			34,523			18,389						56,677			3,765			35,175			32,429						71,369
Provision for loan losses					91,034			216,536						307,570						91,034			216,536						307,570
Deferred income taxes		7,077			(55,865	)		56,229						7,441			7,077			(55,865	)		56,229						7,441
Accretion of present value discount					64,372			(163,723	)					(99,351	)					64,372			(163,723	)					(99,351	)
Impairment of credit enhancement assets					761			188,759						189,520						761			188,759						189,520
Non-cash gain on sale of receivables					160			(124,991	)					(124,831	)					160			(124,991	)					(124,831	)
Non-cash restructuring charges					41,251									41,251						41,251									41,251
Other		2,467			796			(81	)					3,182			2,467			796			(81	)					3,182
Distributions from gain on sale Trusts, net of swap payments					(44,364	)		185,200						140,836
Initial deposits to credit enhancement assets								(58,101	)					(58,101	)								(58,101	)					(58,101	)
Equity in income of affiliates		(19,475	)		(207,329	)					226,804						(19,475	)		(207,329	)					226,804
Changes in assets and liabilities:
Other assets		(79,296	)		30,875			(10,341	)		2,878			(55,884	)		(79,296	)		30,875			(10,341	)		2,878			(55,884	)
Accrued taxes and expenses		(22,755	)		(39,571	)		17,189			(2,878	)		(48,015	)		(22,755	)		(39,571	)		17,189			(2,878	)		(48,015	)
Purchases of receivables held for sale					(647,647	)		(2,513,384	)		2,513,384			(647,647	)					(647,647	)		(2,513,384	)		2,513,384			(647,647	)
Principal collections and recoveries on receivables held for sale					7,928			66,442						74,370						7,719			64,678						72,397
Net proceeds from sale of receivables					2,513,384			2,495,353			(2,513,384	)		2,495,353						2,513,384			2,495,353			(2,513,384	)		2,495,353

Net cash (used) provided by operating activities		(87,008	)		1,812,397			578,191						2,303,580			(87,008	)		1,857,204			405,267						2,175,463

Cash flows from investing activities:
Purchases of receivables					(5,911,952	)		(4,031,762	)		4,031,762			(5,911,952	)					(5,911,952	)		(4,031,762	)		4,031,762			(5,911,952	)
Principal collections and recoveries on receivables					48,837			763,988						812,825						48,394			751,712						800,106
Net proceeds from sale of receivables					4,031,762						(4,031,762	)								4,031,762						(4,031,762	)
Distributions from gain on sale Trusts, net of swap payments																				(44,364	)		185,200						140,836
Purchases of property and equipment					(40,663	)		(7	)					(40,670	)					(40,663	)		(7	)					(40,670	)
Change in restricted cash—securitization notes payable								(228,184	)					(228,184	)
Change in restricted cash—warehouse credit facilities								(708,361	)					(708,361	)
Change in restricted cash - securitization notes payable																							(228,184	)					(228,184	)
Change in restricted cash - warehouse credit facilities																							(708,361	)					(708,361	)
Change in other assets					1,820			(33,190	)					(31,370	)					1,820			(33,190	)					(31,370	)
Net change in investment in affiliates		(9,771	)		(1,745,720	)		1,137,334			618,157						(9,771	)		(1,745,720	)		1,137,334			618,157

Net cash used by investing activities		(9,771	)		(3,615,916	)		(3,100,182	)		618,157			(6,107,712	)		(9,771	)		(3,660,723	)		(2,927,258	)		618,157			(5,979,595	)

Cash flows from financing activities:
Net change in warehouse credit facilities								(479,223	)					(479,223	)								(479,223	)					(479,223	)
Proceeds from whole loan purchase facility								875,000						875,000									875,000						875,000
Issuance of securitization notes payable								3,708,575			(19,021	)		3,689,554									3,708,575			(19,021	)		3,689,554
Payments on securitization notes payable								(429,298	)		974			(428,324	)								(429,298	)		974			(428,324	)
Senior note swap settlement		9,700												9,700			9,700												9,700
Retirement of senior notes		(39,631	)											(39,631	)		(39,631	)											(39,631	)
Debt issuance costs		(815	)		(8,249	)		(26,447	)					(35,511	)		(815	)		(8,249	)		(26,447	)					(35,511	)
Net change in notes payable		(44,868	)		(700	)								(45,568	)		(44,868	)		(700	)								(45,568	)
Net proceeds from issuance of common stock		482,345			4,940			589,366			(594,306	)		482,345			482,345			4,940			589,366			(594,306	)		482,345
Net change in due (to) from affiliates		(322,353	)		2,029,221			(1,713,055	)		6,187						(322,353	)		2,029,221			(1,713,055	)		6,187

Net cash provided by financing activities		84,378			2,025,212			2,524,918			(606,166	)		4,028,342			84,378			2,025,212			2,524,918			(606,166	)		4,028,342

Net (decrease) increase in cash and cash equivalents		(12,401	)		221,693			2,927			11,991			224,210			(12,401	)		221,693			2,927			11,991			224,210
Effect of Canadian exchange rate changes on cash and cash equivalents		12,401			(2	)		(46	)		(11,991	)		362			12,401			(2	)		(46	)		(11,991	)		362
Cash and cash equivalents at beginning of year					90,806			1,543						92,349						90,806			1,543						92,349

Cash and cash equivalents at end of year	$			$	312,497		$	4,424		$			$	316,921		$			$	312,497		$	4,424		$			$	316,921

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

The Company had no disagreements on accounting or financial disclosure matters with its independent accountants to report under this Item 9.

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

The CEO and ~~Chief Financial Officer,~~CFO, with the participation of management, ~~have evaluated~~previously concluded that the ~~effectiveness of the Company’s~~Company maintained effective disclosure controls and procedures as of June 30, 2005. ~~Based~~In connection with the restatement of the Company’s Consolidated Statements of Cash Flows described in Note 2 to the consolidated financial statements, and as a result of the material weakness described in Management’s Report on ~~their evaluation,~~Internal Control Over Financial Reporting (restated) in Item 8 of this Form 10K/A, they have concluded tothat the ~~best of their knowledge and belief, that the~~Company’s disclosure controls and procedures ~~are effective. No~~were not effective as of June 30, 2005.

The Company restated its Consolidated Statements of Cash Flows for the years ended June 30, 2005, 2004, and 2003, and the three months ended September 30, 2005, due to a review of accounting guidance set forth in Statement of Financial Accounting Standards No. 102, “Statement of Cash Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale,” paragraph 8, regarding the classification in the cash flow statement of cash received from its retained interests on gain on sale securitizations. As of the current date of this filing, the Company has fully remediated this material weakness. The Company will monitor all new pronouncements related to the Statement of Cash Flows as well as continue to diligently review all cash flow pronouncements related to classification of items on the cash flow statement. There were no changes ~~were~~ made in the Company’s internal ~~controls~~control over financial reporting during the ~~quarter~~three months ended June 30, 2005, that have materially affected, or isare reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Information contained under the caption “Election of Directors” in the Proxy Statement is incorporated herein by reference in response to this Item 10. See Item 1. ~~“Business—~~“Business - Executive Officers” for information concerning executive officers.

The Company has adopted the AmeriCredit Code of Ethical Conduct for Senior Financial Officers (“code of ethics”), a code of ethics that applies to the Chief Executive Officer, Chief Financial Officer and Corporate Controller. The code of ethics is publicly available on the Company’s website at www.americredit.com (and a copy will be provided to any shareholder upon written request to the Company’s Secretary). Corporate governance guidelines applicable to the Board of Directors and charters for all Board committees are also available on the Company’s website. If any substantive amendments are made to the code of ethics or any waivers granted, including any implicit waiver, from a provision of the code to the Chief Executive Officer, Chief Financial Officer or Corporate Controller, the Company will disclose the nature of such amendment or waiver on that website or in a report on Form 8-K.

The information with respect to the Company’s audit committee financial expert contained under the caption “Board Committees and Meetings” in the Company’s proxy statement for the 2005 annual meeting of stockholders is incorporated herein by reference to such proxy statement.

Information contained under the captions “Executive Compensation” and “Election of Directors” in the Proxy Statement is incorporated herein by reference in response to this Item 11.

~~ITEM 12.~~ ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~

Information contained under the caption “Principal Shareholders and Stock Ownership of Management” in the Proxy Statement is incorporated herein by reference in response to this Item 12.

The following table provides information about the Company’s equity compensation plans as of June 30, 2005:


	(a)	(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options	Weighted average exercise price of outstanding options		Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column(a))	(a) Number of securities to be issued upon exercise of outstanding options	(b) Weighted average exercise price of outstanding options		(c) Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by shareholders	7,885,645	$	13.43	4,413,192	7,885,645	$	13.43	4,413,192
Equity compensation plans not approved by shareholders	2,625,413		17.12	1,192,713	2,625,413		17.12	1,192,713

Total	10,511,058	$	14.35	5,605,905	10,511,058	$	14.35	5,605,905

The 1989 Stock Option Plan for AmeriCredit Corp., 1990 Stock Option Plan for Non-Employee Directors of AmeriCredit Corp., 1991 Key Employee Stock Option Plan of AmeriCredit Corp., 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp., AmeriCredit Corp. Employee Stock Purchase Plan, 1996 Limited Stock Option Plan for AmeriCredit Corp., 1998 Limited Stock Option Plan for AmeriCredit Corp. and Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. were approved by the Company’s shareholders.

The 1999 Employee Stock Option Plan of AmeriCredit Corp. (“1999 Plan”), FY 2000 Stock Option Plan of AmeriCredit Corp. (“FY 2000 Plan”), Management Stock Option Plan of AmeriCredit Corp. (“Management Plan”) and i4 Gold Stock Option Program (“i4 Plan”) have not been approved by the Company’s shareholders.

Under the 1999 Plan, adopted by the Board of Directors in fiscal 1999, a total of 1,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan)

of which 77,935 shares were available for grants as of June 30, 2005. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2005, no shares were granted under the 1999 Plan. Each option is subject to vesting requirements established by the Board of Directors. The 1999 Plan provides for acceleration of vesting of awards in the event of a change in control. The 1999 Plan expires on February 4, 2009, except with respect to options then outstanding.

Under the FY 2000 Plan, adopted by the Board of Directors in fiscal 2000, a total of 2,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan) of which 209,055 shares were available for grants as of June 30, 2005. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2005, no shares were granted under the FY 2000 Plan. Each option is subject to certain vesting requirements established by the Board of Directors. The FY 2000 Plan provides for acceleration of vesting of awards in the event of a change in control. The FY 2000 Plan expires on July 1, 2009, except with respect to options then outstanding.

Under the Management Plan, adopted by the Board of Directors in fiscal 2000, a total of 3,000,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan) of which 567,245 shares were available for grants as of June 30, 2005. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2005, no shares were granted under the Management Plan. Each option is subject to certain vesting requirements established by the Board of Directors. The Management Plan provides for acceleration of vesting of awards in the event of a change in control. The Management Plan expires on February 3, 2010, except with respect to options then outstanding.

Under the i4 Plan, adopted by the Board of Directors in fiscal 2002, a total of 1,200,000 shares have been authorized for grants of options to employees other than directors and senior management officers (as defined by the plan), of which 338,478 shares were available for grants as of June 30, 2005. Each option must be granted at a per share exercise price equal to the fair market value of a share of Common Stock on the date of grant, and no option may have a term in excess of ten years. In fiscal 2005, no shares were granted under

the i4 Plan. Each option is subject to certain vesting requirements established by the Board of Directors. The i4 Plan provides for acceleration of vesting of awards in the event of a change in control. The i4 Plan expires on October 31, 2007, except with respect to options then outstanding.

For additional information on equity compensation plans, see Note 14 to the Consolidated Financial Statements.

Information contained under the caption “Related Party Transactions” in the Proxy Statement is incorporated herein by reference in response to this Item 13.

Information contained under the caption “Report of the Audit Committee” in the Proxy Statement is incorporated herein by reference in response to this Item 14.

Consolidated Statements of Income and Comprehensive Income for the years ended June 30, 2005, 2004 and 2003.

Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2005, 2004 and 2003.

Consolidated Statements of Cash Flows for the years ended June 30, 2005, 2004 and 2003.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~September 12, 2005.~~February 6, 2006.

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

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


~~10.9.3(37)~~10.9.3 (37)		Amended and Restated Nonqualified Stock Option Agreement pursuant to the 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp. between AmeriCredit Corp. and Daniel E. Berce (Exhibit 99.3)

~~10.10(6)~~10.10 (6)		1996 Limited Stock Option Plan for AmeriCredit Corp.

~~10.10.1(14)~~10.10.1 (14)		Amendment No. 1 to 1996 Limited Stock Option Plan for AmeriCredit Corp. (Exhibit 10.14.1)

~~10.11(10)~~10.11 (10)		1998 Limited Stock Option Plan for AmeriCredit Corp.

~~10.11.1(14)~~10.11.1 (14)		Amendment No. 1 to 1998 Limited Stock Option Plan for AmeriCredit Corp. (Exhibit 10.16.1)

~~10.11(36)~~10.11 (36)		Amendment No. 2 to the 1998 Limited Stock Option Plan for AmeriCredit Corp. (Appendix B to Proxy Statement)

~~10.12(26)~~10.12 (26)		1999 Employee Stock Option Plan of AmeriCredit Corp. (Exhibit 4.4)

~~10.13(16)~~10.13 (16)		FY 2000 Stock Option Plan of AmeriCredit Corp.

~~10.13(36)~~10.13 (36)		Amendment No. 1 to the Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (Appendix C to Proxy Statement)

~~10.14(17)~~10.14 (17)		i4 Gold Stock Option Program

~~10.14.1(25)~~10.14.1 (25)		Amended and Restated i4 Gold Stock Option Program

~~10.15(18)~~10.15 (18)		Management Stock Option Plan of AmeriCredit Corp.

~~10.16(19)~~10.16 (19)		AmeriCredit Corp. Employee Stock Purchase Plan

~~10.16.1(20)~~10.16.1 (20)		Amendment No. 1 to AmeriCredit Corp. Employee Stock Purchase Plan

~~10.16.2(21)~~10.16.2 (21)		Amendment No. 2 to AmeriCredit Corp. Employee Stock Purchase Plan

~~10.16.3(31)~~10.16.3 (31)		Amendment No. 3 to AmeriCredit Corp. Employee Stock Purchase Plan

~~10.17(15)~~10.17 (15)		Amended and Restated Sale and Servicing Agreement, dated as of February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., and Bank One, NA (Exhibit 10.2)

~~10.17.1(24)~~10.17.1 (24)		Amendment No. 1, dated March 5, 2003, to the Amended and Restated Sale and Servicing Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc. and Bank One, NA; Supplement No. 3, dated March 5, 2003, to Amended and Restated Indenture, dated February 22, 2002, among AmeriCredit Master Trust, Bank One, NA and Deutsche Bank Trust Company Americas; Amendment No. 2, dated March 5, 2003, to Annex A to the Amended and Restated Indenture and the Amended and Restated Sale and Servicing Agreement; and Amendment No. 1, dated March 5, 2003, to the Amended and Restated Custodian Agreement, dated February 22, 2002 (Exhibit 10.16)

~~10.17.2(29)~~10.17.2 (29)		Second Amended and Restated Sale and Servicing Agreement, dated as of November 5, 2003, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc. and Bank One, NA (Exhibit 10.10)


~~10.19(15)~~10.19 (15)		Amended and Restated Indenture, dated as of February 22, 2002, among AmeriCredit Master Trust, Bank One, NA, and Bankers Trust Company (Exhibit 10.4)

~~10.19.1(23)~~10.19.1 (23)		Supplement No. 2, dated October 15, 2002, to Amended and Restated Indenture dated February 22, 2002, among AmeriCredit Master Trust, Bank One, NA, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.6)

~~10.19.2(23)~~10.19.2 (23)		Supplement to Amended and Restated Indenture and Amendment No. 1 to Annex A to Amended and Restated Indenture and Amended and Restated Sale and Servicing Agreement, dated July 31, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Bank One, NA, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.1)

~~10.19.3(23)~~10.19.3 (23)		Supplement No. 2 to Amended and Restated Indenture and Amendment No. 1 to Annex A to Amended and Restated Indenture and Amended and Restated Sale and Servicing Agreement, dated October 15, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Bank One, NA, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.2)

~~10.19.4(29)~~10.19.4 (29)		Second Amended and Restated Indenture, dated as of November 5, 2003, between Bank One, NA and Deutsche Bank Trust Company Americas (Exhibit 10.9)

~~10.20(27)~~10.20 (27)		Amended and Restated Class A-1 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-1 Purchasers and Deutsche Bank, AG (Exhibit 10.29)

~~10.20.1(22)~~10.20.1 (22)		Joinder Supplement, dated as of May 10, 2002, to the Amended and Restated Class A-1 Note Purchase Agreement dated as of February 22, 2002, among Bank One, NA, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. VII, AmeriCredit Master Trust, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.59)

~~10.20.2(22)~~10.20.2 (22)		Joinder Supplement, dated as of May 10, 2002, to the Amended and Restated Class A-1 Note Purchase Agreement dated as of February 22, 2002, among Jupiter Securitization Corporation, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. VII, AmeriCredit Master Trust, Bank One, NA, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.60)

~~10.20.3(24)~~10.20.3 (24)		Agreement to Extend Commitment Termination Date, dated March 6, 2003, to the Amended and Restated Class A-1 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-1 Purchasers and Deutsche Bank, AG (Exhibit 10.22)


~~10.20.6(29)~~10.20.6 (29)		Second Amended and Restated Class A-1 Note Purchase Agreement, dated as of November 5, 2003, by and among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., the Class A-1 Purchasers, Deutsche Bank, AG, and Deutsche Bank Trust Company Americas (Exhibit 10.4)

~~10.21(27)~~10.21 (27)		Amended and Restated Class A-2 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-2 Purchasers and Deutsche Bank, AG (Exhibit 10.30)

~~10.21.1(22)~~10.21.1 (22)		Joinder Supplement, dated as of May 10, 2002, to the Amended and Restated Class A-2 Note Purchase Agreement dated as of February 22, 2002, among Bank One, NA, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. VII, AmeriCredit Master Trust, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.61)

~~10.21.2(22)~~10.21.2 (22)		Joinder Supplement, dated as of May 10, 2002, to the Amended and Restated Class A-2 Note Purchase Agreement dated as of February 22, 2002, among Jupiter Securitization Corporation, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. VII, AmeriCredit Master Trust, Bank One, NA, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.62)

~~10.21.3(24)~~10.21.3 (24)		Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class A-2 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-2 Purchasers and Deutsche Bank, AG (Exhibit 10.18)

~~10.21.4(24)~~10.21.4 (24)		Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class A-2 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-2 Purchasers and Deutsche Bank, AG (Exhibit 10,18)

~~10.21.5(29)~~10.21.5 (29)		Second Amended and Restated Class A-2 Note Purchase Agreement, dated as of November 5, 2003, by and among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., the Class A-1 Purchasers, Deutsche Bank, AG, and Deutsche Bank Trust Company Americas (Exhibit 10.5)

~~10.22(32)~~10.22 (32)		Second Amended and Restated Class B Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class B Purchasers and Deutsche Bank, AG (Exhibit 10.22)

~~10.22.1(22)~~10.22.1 (22)		Joinder Supplement, dated as of May 10, 2002, to the Amended and Restated Class B Note Purchase Agreement dated as of February 22, 2002, among Bank One, NA, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. VII, AmeriCredit Master Trust, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.63)


~~10.22.3(24)~~10.22.3 (24)		Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class B Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class B Purchasers and Deutsche Bank, AG (Exhibit 10.19)

~~10.22.4(29)~~10.22.4 (29)		Second Amended and Restated Class B Note Purchase Agreement, dated as of November 5, 2003, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., the Class A-1 Purchasers, Deutsche Bank, AG, and Deutsche Bank Trust Company Americas (Exhibit 10.6)

~~10.23(29)~~10.23 (29)		Amended and Restated Class C Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class C Purchasers and Deutsche Bank, AG (Exhibit 10.32)

~~10.23.1(24)~~10.23.1 (24)		Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class C Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class C Purchasers and Deutsche Bank, AG (Exhibit 10.20)

~~10.23.2(29)~~10.23.2 (29)		Second Amended and Restated Class C Note Purchase Agreement, dated as of November 5, 2003, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., the Class A-1 Purchasers, Deutsche Bank, AG, and Deutsche Bank Trust Company Americas (Exhibit 10.7)

~~10.24(27)~~10.24 (27)		Amended and Restated Class S Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class S Purchasers and Deutsche Bank, AG (Exhibit 10.53)

~~10.24.1(24)~~10.24.1 (24)		Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class S Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class S Purchasers and Deutsche Bank, AG (Exhibit 10.21)

~~10.24.2(24)~~10.24.2 (24)		Agreement to Extend Commitment Termination Date, dated March 6, 2003, to the Amended and Restated Class S Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class S Purchasers and Deutsche Bank, AG (Exhibit 10.23)

~~10.24.3(29)~~10.24.3 (29)		Second Amended and Restated Class S Note Purchase Agreement, dated as of November 5, 2003, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., the Class A-1 Purchasers, Deutsche Bank, AG, and Deutsche Bank Trust Company Americas (Exhibit 10.8)


~~10.24.5(35)~~10.24.5 (35)		Letter Agreement dated November 3, 2004 between AmeriCredit Financial Services, Inc. and Deutsche Bank Trust Company Americas, extending the Commitment Termination Date to the Class S Second Amended and restated Note Purchase Agreement, dated November 5, 2003, concerning the AmeriCredit Master Trust warehouse credit facility (Exhibit 99.2)

~~10.24.6(35)~~10.24.6 (35)		Amendment No. 2, dated November 3, 2004, to the Second Amended and Restated Sale and Servicing Agreement, dated November 5, 2004, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc. and JPMorgan Chase Bank; Supplement No. 2, dated November 3, 2004, to Second Amended and Restated Indenture, dated November 5, 2003, among AmeriCredit Master Trust, JPMorgan Chase Bank and Deutsche Bank Trust Company Americas; Amendment No. 1, dated November 3, 2004, to the Second Amended and Restated Custodian Agreement, dated November 5, 2003, among AmeriCredit Master Trust, JPMorgan Chase Bank and Deutsche Bank Trust Company Americas; and Amendment No. 1, dated November 3, 2004, to Annex A to the Second Amended and Restated Indenture and the Amended and Second Amended and Restated Sale and Servicing Agreement (Exhibit 99.3)

~~10.25(33)~~10.25 (33)		Security Agreement, dated August 19, 2004, among Sheffield Receivables Corporation, AmeriCredit Repurchase Trust, AmeriCredit Financial Services, Inc., AFS Warehouse Corp., and Wells Fargo Bank, National Association, as collateral agent and securities intermediary (Exhibit 10.2)

~~10.25.1(33)~~10.25.1 (33)		Note Purchase Agreement, dated August 19, 2004, among AmeriCredit Repurchase Trust, AmeriCredit Financial Services, Inc., Sheffield Receivables Corporation, and Barclays Bank, PLC, as agent (Exhibit 110.3)

~~10.25.2(33)~~10.25.2 (33)		Servicing and Custodian Agreement, dated August 19, 2004, among AmeriCredit Financial Services, Inc., AmeriCredit Repurchase Trust, Wells Fargo Bank, National Association, as collateral agent and backup servicer, and Barclays Bank, PLC, as agent (Exhibit 10.4)

~~10.26(34)~~10.26 (34)		Security Agreement dated as of October 1, 2004, among AmeriCredit MTN Receivables Trust IV, AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. IV and JPMorgan Chase Bank (Exhibit 10.1)

~~10.26.1(34)~~10.26.1 (34)		Servicing and Custodian Agreement dated as of October 1, 2004, among AmeriCredit Financial Services, Inc., AmeriCredit MTN Receivables Trust IV and JPMorgan Chase Bank (Exhibit 10.2)

~~10.26.2(34)~~10.26.2 (34)		Master Receivables Purchase Agreement dated as of October 1, 2004, among AmeriCredit MTN Receivables Trust IV, AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. IV and JPMorgan Chase Bank (Exhibit 10.3)

~~10.26.3(34)~~10.26.3 (34)		Insurance Agreement dated as of October 1, 2004, among MBIA Insurance Corporation, AmeriCredit MTN Receivables Trust IV, AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. IV and JPMorgan Chase Bank (Exhibit 10.4)

~~10.27(22)~~10.27 (22)		Pooling and Servicing Agreement, dated as of May 17, 2002, between AmeriCredit Canada 2002-A Corp., Merrill Lynch Financial Assets Inc., AmeriCredit Financial Services of Canada Ltd., Bank One, NA, and The Trust Company of Bank of Montreal (Exhibit 10.68)


~~10.29(22)~~10.29 (22)		Indenture, dated June 19, 2002, between AmeriCredit Corp. and subsidiaries and Bank One, NA, with respect to 9¹/4% Senior Notes due 2009 (Exhibit 10.71)

~~10.30(23)~~10.30 (23)		Indenture, dated September 30, 2002 among CIBC Mellon Trust Company, as trustee of AmeriCredit Canada Automobile Receivables Trust and BNY Trust Company of Canada, as indenture trustee (Exhibit 10.1)

~~10.31(23)~~10.31 (23)		Series C2002-1 Supplemental Indenture, dated November 22, 2002 between CIBC Mellon Trust Company,as trustee of AmeriCredit Canada Automobile Receivables Trust, and BNY Trust Company of Canada, as indenture trustee (Exhibit 10.2)

~~10.32(23)~~10.32 (23)		Sale and Servicing Agreement, dated November 15, 2002, among AmeriCredit Financial Services of Canada Ltd., Bank One, NA, and CIBC Mellon Trust Company (Exhibit 10.3)

~~10.33(23)~~10.33 (23)		Limited Guarantee, dated November 22, 2002, by AmeriCredit Corp. in favour of CIBC Mellon Trust Company, as Trustee of AmeriCredit Canada Automobile Receivables Trust (Exhibit 10.4)

~~10.34(23)~~10.34 (23)		Class VPN Loan Agreement, dated November 22, 2002, between CIBC Mellon Trust Company, as trustee of AmeriCredit Canada Automobile Receivables Trust, The Trust Company Bank of Montreal, and AmeriCredit Financial Services of Canada Ltd. (Exhibit 10.5)

~~10.35(23)~~10.35 (23)		Warrant Agreement, dated September 26, 2002, between AmeriCredit Corp. and FSA Portfolio Management Inc. (Exhibit 10.11)

~~10.36(27)~~10.36 (27)		Credit Agreement dated as of August 15, 2002, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Corp., AmeriCredit Financial Services, Inc., Lenders party thereto, Deutsche Bank AG, and Deutsche Bank Trust Company Americas (Exhibit 10.53)

~~10.36.1(24)~~10.36.1 (24)		Amendment No. 1, dated as of March 13, 2003, to the Credit Agreement dated as of August 15, 2002, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Corp., AmeriCredit Financial Services, Inc., Lenders party thereto, Deutsche Bank AG, and Deutsche Bank Trust Company Americas (Exhibit 10.14)

~~10.36.2(28)~~10.36.2 (28)		Amendment No. 2 to Credit Agreement, dated August 13, 2003, among AFS Funding Corp. and AFS SenSub Corp., as Borrowers, AmeriCredit Corp. and AmeriCredit Financial Services, Inc., as Contingent Obligors, the Financial Institutions from time to time party thereto, as Lenders, Deutsche Bank AG, New York Branch, as an Agent, the Other Agents from time to time party thereto, and Deutsche Bank Trust Company Americas, as Lender Collateral Agent and as Administrative Agent (Exhibit 10.1)

~~10.36.3(29)~~10.36.3 (29)		Amendment No. 3 to Credit Agreement, dated November 12, 2003, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Financial Services, Inc., the Financial Institutions from time to time party thereto, Deutsche Bank AG, New York Branch, the Other Agents from time to time party thereto, and Deutsche Bank Trust Company Americas (Exhibit 10.11)

~~10.36.4(30)~~10.36.4 (30)		Amendment No. 4, dated March 30, 2004, to the Credit Agreement dated August 15, 2002, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Corp., AmeriCredit Financial Services, Inc., the Lenders thereto, Deutsche Bank AG and Deutsche Bank Trust Company Americas (Exhibit 10.1)


~~10.37.1(24)~~10.37.1 (24)		First Amendment, dated as of March 13, 2003, to the Master Collateral and Intercreditor Agreement dated as of August 15, 2002, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Financial Services, Inc and Deutsche Bank Trust Company Americas (Exhibit 10.15)

~~10.38(27)~~10.38 (27)		Separation Agreement, dated April 22, 2003, between AmeriCredit Corp. and Michael R. Barrington (Exhibit 10.55)

~~10.39(36)~~10.39 (36)		AmeriCredit Corp. Senior Executive Bonus Plan (Appendix D to Proxy Statement)

~~10.40(29)~~10.40 (29)		Indenture, dated as of November 18, 2003, among AmeriCredit Corp the Guarantors and HSBC Bank USA (Exhibit 10.12)

~~10.41(37)~~10.41 (37)		AmeriCredit Corp. Deferred Compensation Plan II (Exhibit 99.1)

~~10.42(38)~~10.42 (38)		Revised Form of Stock Appreciation Rights Agreement (Exhibit 10.1)

~~12.1(@)~~12.1 (@)		Statement Re Computation of Ratios

~~21.1(@)~~21.1 (@)		Subsidiaries of the Registrant

~~23.1(@)~~23.1 (@)		Consent of Independent Registered Public Accounting Firm

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

~~32.1(@)~~32.1 (@)		Officers’ Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002

(13)

Incorporated by reference from the Company’s Proxy Statement for the year ended June 30, 2000, filed by the Company with the Securities and Exchange Commission.

ended December 31, 2003, filed by the Company with the Securities and Exchange Commission.


Date	Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
July 2004^(a)	3,499,250	^(a)	$	19.38	^(a)	3,499,250	^(a)	$	0	^(a)
October 2004^(a)	498,500	^(a)	$	18.80	^(a)	498,500	^(a)	$	90,630	^(a)
November 2004^(a)(b)	2,749,955	^(a)(b)	$	19.90	^(a)(b)	2,729,943	^(a)	$	36,305	^(a)
December 2004^(a)	559,184	^(a)	$	22.57	^(a)	559,184	^(a)	$	23,686	^(a)
January 2005^(a)	967,451	^(a)	$	23.69	^(a)	967,451	^(a)	$	500,762	^(a)
February 2005^(a)(c)	119,501	^(a)(c)	$	23.86	^(a)(c)	119,501	^(a)(c)	$	497,911	^(a)(c)
March 2005^(c)	1,298,050	^(c)	$	23.86	^(c)	1,298,050	^(c)	$	466,937	^(c)
April 2005^(c)	3,118,000	^(c)	$	23.35	^(c)	3,118,000	^(c)	$	394,134	^(c)
May 2005^(c)	2,976,000	^(c)	$	23.66	^(c)	2,976,000	^(c)	$	323,712	^(c)
June 2005^(c)	741,650	^(c)	$	24.88	^(c)	741,650	^(c)	$	305,261	^(c)


Impact on fair value of	10% adverse change		20% adverse change
Expected cumulative net credit losses	$	8,782	$	17,755
Discount rate		3,199		6,369


Years Ended June 30,	2005			2004			2003
Finance receivables:
Repossession charge-offs	$	519,062		$	393,231		$	149,841
Less: Recoveries		(244,263	)		(185,681	)		(68,004	)
Mandatory charge-offs^(a)		45,238			47,584			29,529

Net charge-offs	$	320,037		$	255,134		$	111,366

Gain on Sale:
Repossession charge-offs	$	514,617		$	968,130		$	1,222,325
Less: Recoveries		(201,680	)		(377,490	)		(503,350	)
Mandatory charge-offs^(a)		13,177			101,288			196,316

Net charge-offs	$	326,114		$	691,928		$	915,291

Total managed:
Repossession charge-offs	$	1,033,679		$	1,361,361		$	1,372,166
Less: Recoveries		(445,943	)		(563,171	)		(571,354	)
Mandatory charge-offs^(a)		58,415			148,872			225,845

Net charge-offs	$	646,151		$	947,062		$	1,026,657

Net charge-offs as an annualized percentage of average receivables:
Finance receivables		4.2	%		4.2	%		3.0	%

Gain on sale receivables		9.1	%		9.7	%		7.6	%

Total managed portfolio		5.7	%		7.2	%		6.5	%

Recoveries as a percentage of gross repossession charge-offs:
Finance receivables		47.1	%		47.2	%		45.4	%

Gain on sale receivables		39.2	%		39.0	%		41.2	%

Total managed portfolio		43.1	%		41.4	%		41.6	%


Years Ended June 30,	2005			2004			2003
Finance receivables:
Repossession charge-offs	$	519,062		$	393,231		$	149,841
Less: Recoveries		(244,263	)		(185,681	)		(68,004	)
Mandatory charge-offs^(a)		45,238			47,584			29,529

Net charge-offs	$	320,037		$	255,134		$	111,366

Gain on Sale:
Repossession charge-offs	$	514,617		$	968,130		$	1,222,325
Less: Recoveries		(201,680	)		(377,490	)		(503,350	)
Mandatory charge-offs^(a)		13,177			101,288			196,316

Net charge-offs	$	326,114		$	691,928		$	915,291

Total managed:
Repossession charge-offs	$	1,033,679		$	1,361,361		$	1,372,166
Less: Recoveries		(445,943	)		(563,171	)		(571,354	)
Mandatory charge-offs^(a)		58,415			148,872			225,845

Net charge-offs	$	646,151		$	947,062		$	1,026,657

Net charge-offs as an annualized percentage of average receivables:
Finance receivables		4.2	%		4.2	%		3.0	%

Gain on sale receivables		9.1	%		9.7	%		7.6	%

Total managed portfolio		5.7	%		7.2	%		6.5	%

Recoveries as a percentage of gross repossession charge-offs:
Finance receivables		47.1	%		47.2	%		45.4	%

Gain on sale receivables		39.2	%		39.0	%		41.2	%

Total managed portfolio		43.1	%		41.4	%		41.6	%


Facility Type	Maturity	Facility Amount		Advances Outstanding
Commercial paper facility	November 2007^(a)(b)	$	1,950.0
Medium term note facility	October 2007^(a)(c)		650.0	$	650.0
Repurchase facility	August 2005^(a)		400.0		215.6
Near prime facility	January 2006^(a)		150.0		125.4

		$	3,150.0	$	991.0


Item No.		Page No.
PART I

1.	Business	4

2.	Properties	28

3.	Legal Proceedings	29

4.	Submission of Matters to a Vote of Security Holders	31

PART II

5.	Market for Registrant’s Common Equity and Related Stockholder Matters	32

6.	Selected Financial Data	34

7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

7A.	Quantitative and Qualitative Disclosures About Market Risk	72

8.	Financial Statements and Supplementary Data	78

9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	133

9A.	Controls and Procedures	133

PART III

10.	Directors and Executive Officers of the Registrant	134

11.	Executive Compensation	134

12.	Security Ownership of Certain Beneficial Owners and Management	134

13.	Certain Relationships and Related Transactions	137

14.	Principal Accounting Fees and Services	137

PART IV

15.	Exhibits and Financial Statement Schedules	138

SIGNATURES		139


Item No.		Page No.
	PART I

1.	Business	3

2.	Properties	19

3.	Legal Proceedings	19

4.	Submission of Matters to a Vote of Security Holders	20

	PART II

5.	Market for Registrant’s Common Equity and Related Stockholder Matters	21

6.	Selected Financial Data	22

7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

7A.	Quantitative and Qualitative Disclosures About Market Risk	48

8.	Financial Statements and Supplementary Data	53

9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	95

9A.	Controls and Procedures	95

	PART III

10.	Directors and Executive Officers of the Registrant	95

11.	Executive Compensation	95

12.	Security Ownership of Certain Beneficial Owners and Management	95

13.	Certain Relationships and Related Transactions	97

14.	Principal Accounting Fees and Services	97

	PART IV

15.	Exhibits and Financial Statement Schedules	98

	SIGNATURES	99


Name	Age	Position
Clifton H. Morris, Jr.	69	Chairman of the Board and Chief Executive Officer

Daniel E. Berce	51	President

Steven P. Bowman	38	Executive Vice President, Chief Credit and Risk Officer

Chris A. Choate	42	Executive Vice President, Chief Financial Officer and Treasurer

Mark Floyd	52	Executive Vice President, Chief Operating ~~Officer—~~Officer – Servicing

Preston A. Miller	41	Executive Vice President, Chief Operating ~~Officer—~~Officer - Originations


Transaction^(a)	Date	Original Amount		Balance at June 30, 2005
Gain on sale:
2001-B	July 2001	$	1,850.0	$	210.6
2001-C	September 2001		1,600.0		221.1
2001-D	October 2001		1,800.0		263.8
2002-A	February 2002		1,600.0		286.6
2002-1	April 2002		990.0		151.0
2002-A Canada^(b)	May 2002		145.0		80.1
2002-B	June 2002		1,200.0		251.1
2002-C	August 2002		1,300.0		299.6
2002-D	September 2002		600.0		149.9

Total gain on sale transactions			11,085.0		1,913.8

Secured financing:
2002-E-M	October 2002		1,700.0		495.0
C2002-1 Canada^(b)(c)	November 2002		137.0		28.1
2003-A-M	April 2003		1,000.0		330.7
2003-B-X	May 2003		825.0		289.7
2003-C-F	September 2003		915.0		356.5
2003-D-M	October 2003		1,200.0		520.9
2004-A-F	February 2004		750.0		357.3
2004-B-M	April 2004		900.0		482.3
2004-1^(d)	June 2004		575.0		341.2
2004-C-A	August 2004		800.0		559.2
2004-D-F	November 2004		750.0		571.7
2005-A-X	February 2005		900.0		774.9
2005-1	April 2005		750.0		708.6
2005-B-M	June 2005		1,350.0		1,349.9

Total secured financing transactions			12,552.0		7,166.0

Total active securitizations		$	23,637.0	$	9,079.8


Transaction^(a)	Date	Original Amount		Balance at June 30, 2005
Gain on sale:
2001-B	July 2001	$	1,850.0	$	210.6
2001-C	September 2001		1,600.0		221.1
2001-D	October 2001		1,800.0		263.8
2002-A	February 2002		1,600.0		286.6
2002-1	April 2002		990.0		151.0
2002-A Canada^(b)	May 2002		145.0		80.1
2002-B	June 2002		1,200.0		251.1
2002-C	August 2002		1,300.0		299.6
2002-D	September 2002		600.0		149.9

Total gain on sale transactions			11,085.0		1,913.8

Secured financing:
2002-E-M	October 2002		1,700.0		495.0
C2002-1 Canada^{(b) (c)}	November 2002		137.0		28.1
2003-A-M	April 2003		1,000.0		330.7
2003-B-X	May 2003		825.0		289.7
2003-C-F	September 2003		915.0		356.5
2003-D-M	October 2003		1,200.0		520.9
2004-A-F	February 2004		750.0		357.3
2004-B-M	April 2004		900.0		482.3
2004-1^(d)	June 2004		575.0		341.2
2004-C-A	August 2004		800.0		559.2
2004-D-F	November 2004		750.0		571.7
2005-A-X	February 2005		900.0		774.9
2005-1	April 2005		750.0		708.6
2005-B-M	June 2005		1,350.0		1,349.9

Total secured financing transactions			12,552.0		7,166.0

Total active securitizations		$	23,637.0	$	9,079.8


	Three Months Ended September 30,
	2005			2004
Net cash provided by operating activities:
As previously reported	$	373,169		$	279,192
As restated		230,151			188,781
Net cash used by investing activities:
As previously reported	$	(465,935	)	$	(770,665	)
As restated		(322,917	)		(680,254	)


	Securitizations Completed in Years Ended June 30,
	2003		2002		2001		2000
Estimated cumulative credit losses as of:^(a)
June 30, 2005	14.1	%	13.8	%
June 30, 2004	14.1	%	13.5	%	14.6	%	13.7	%
June 30, 2003	13.6	%	13.2	%	14.3	%	12.7	%


	Securitizations Completed in Years Ended June 30,
	2003		2002		2001		2000
Estimated cumulative credit losses as of:^(a)
June 30, 2005	14.1	%	13.8	%
June 30, 2004	14.1	%	13.5	%	14.6	%	13.7	%
June 30, 2003	13.6	%	13.2	%	14.3	%	12.7	%


Transaction	Maturity Date^(c)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged at June 30, 2005		Note Balance at June 30, 2005		Note Balance at June 30, 2004
2002-E-M	June 2009	$	1,700,000	3.2	%	$	531,230	$	495,032	$	881,365
C2002-1 Canada^(a)	December 2009		137,000	5.5	%		57,191		28,085		86,131
2003-A-M	November 2009		1,000,000	2.6	%		377,495		330,674		577,394
2003-B-X	January 2010		825,000	2.3	%		329,715		289,706		502,492
2003-C-F	May 2010		915,000	2.8	%		405,694		356,558		631,014
2003-D-M	August 2010		1,200,000	2.3	%		606,703		520,885		874,178
2004-A-F	February 2011		750,000	2.3	%		406,680		357,261		628,079
2004-B-M	March 2011		900,000	2.2	%		556,083		482,274		843,125
2004-1^(b)	July 2010		575,000	3.7	%		455,169		341,160		574,954
2004-C-A	May 2011		800,000	3.2	%		641,363		559,247
2004-D-F	July 2011		750,000	3.1	%		639,310		571,668
2005-A-X	October 2011		900,000	3.7	%		836,910		774,925
2005-1	May 2011		750,000	4.5	%		734,507		708,599
2005-B-M	May 2012		1,350,000	4.1	%		1,415,857		1,349,954

		$	12,552,000			$	7,993,907	$	7,166,028	$	5,598,732


Transaction	Maturity Date (c)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged at June 30, 2005		Note Balance at June 30, 2005		Note Balance at June 30, 2004
2002-E-M	June 2009	$	1,700,000	3.2	%	$	531,230	$	495,032	$	881,365
C2002-1 Canada^(a)	December 2009		137,000	5.5	%		57,191		28,085		86,131
2003-A-M	November 2009		1,000,000	2.6	%		377,495		330,674		577,394
2003-B-X	January 2010		825,000	2.3	%		329,715		289,706		502,492
2003-C-F	May 2010		915,000	2.8	%		405,694		356,558		631,014
2003-D-M	August 2010		1,200,000	2.3	%		606,703		520,885		874,178
2004-A-F	February 2011		750,000	2.3	%		406,680		357,261		628,079
2004-B-M	March 2011		900,000	2.2	%		556,083		482,274		843,125
2004-1^(b)	July 2010		575,000	3.7	%		455,169		341,160		574,954
2004-C-A	May 2011		800,000	3.2	%		641,363		559,247
2004-D-F	July 2011		750,000	3.1	%		639,310		571,668
2005-A-X	October 2011		900,000	3.7	%		836,910		774,925
2005-1	May 2011		750,000	4.5	%		734,507		708,599
2005-B-M	May 2012		1,350,000	4.1	%		1,415,857		1,349,954

		$	12,552,000			$	7,993,907	$	7,166,028	$	5,598,732


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Fiscal year ended June 30, 2005
Finance charge income	$	269,928	$	291,675	$	311,869	$	344,224
Servicing income		59,357		40,372		44,830		33,026
Income before income taxes		109,217		102,488		118,950		121,744
Net income		68,807		64,567		75,593		76,942
Basic earnings per share		0.44		0.42		0.50		0.52
Diluted earnings per share^(a)		0.41		0.39		0.46		0.48
Weighted average shares and assumed incremental shares^(a)		170,306,676		168,617,089		167,269,900		162,669,064

Fiscal year ended June 30, 2004
Finance charge income	$	211,772	$	225,014	$	235,473	$	255,333
Servicing income		68,992		47,959		69,428		69,858
Income before income taxes		53,535		75,772		102,505		133,304
Net income		33,325		47,168		63,810		82,680
Basic earnings per share		0.21		0.30		0.41		0.53
Diluted earnings per share^(a)		0.21		0.29		0.38		0.49
Weighted average shares and assumed incremental shares^(a)		156,844,007		164,436,702		171,839,976		171,843,051


AmeriCredit ~~Corp~~.Corp.

BY:		/s/ DANIEL E. BERCE
		Daniel E. Berce
		President and Chief Executive Officer


Signature	Title	Date

/s/ CLIFTON H. MORRIS, JR. Clifton H. Morris, Jr.	Director and Chairman of the Board	~~September 12, 2005~~February 6, 2006

/s/ DANIEL E. BERCE Daniel E. Berce	Director, President and Chief Executive Officer	~~September 12, 2005~~February 6, 2006

/s/ CHRIS A. CHOATE Chris A. Choate	Executive Vice President, Chief Financial Officer and Treasurer (Chief Accounting Officer)	~~September 12, 2005~~February 6, 2006

/s/ JOHN R. CLAY John R. Clay	Director	~~September 12, 2005~~February 6, 2006

/s/ A.R. DIKE A.R. Dike	Director	~~September 12, 2005~~February 6, 2006

/s/ JAMES H. GREER James H. Greer	Director	~~September 12, 2005~~February 6, 2006

/s/ DOUGLAS K. HIGGINS Douglas K. Higgins	Director	~~September 12, 2005~~February 6, 2006

/s/ KENNETH H. JONES, JR. Kenneth H. Jones, Jr.	Director	~~September 12, 2005~~

~~/s/ B.J. M~~CC~~OMBS~~ ~~B.J. McCombs~~	~~Director~~	~~September 12, 2005~~February 6, 2006


Exhibit No.		Description

~~3.1(1)~~3.1 (1)		Articles of Incorporation of the Company, filed May 18, 1988, and Articles of Amendment to Articles of Incorporation, filed August 24, 1988 (Exhibit 3.1)

~~3.2(1)~~3.2 (1)		Amendment to Articles of Incorporation, filed October 18, 1989 (Exhibit 3.2)

~~3.3(4)~~3.3 (4)		Articles of Amendment to Articles of Incorporation of the Company, filed November 12, 1992 (Exhibit 3.3)

~~3.4(27)~~3.4 (27)		Bylaws of the Company, as amended through June 30, 2003 (Exhibit 3.4)

~~4.1(3)~~4.1 (3)		Specimen stock certificate evidencing the Common Stock (Exhibit 4.1)

~~4.2(9)~~4.2 (9)		Rights Agreement, dated August 28, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C. (Exhibit 4.1)

~~4.2.1(11)~~4.2.1 (11)		Amendment No. 1 to Rights Agreement, dated September 9, 1999, between the Company and ChaseMellon Shareholder Services, L.L.C. (Exhibit 4.1)

~~10.1(2)~~10.1 (2)		1990 Stock Option Plan for Non-Employee Directors of the Company (Exhibit 10.14)

~~10.2(3)~~10.2 (3)		1991 Key Employee Stock Option Plan of the Company (Exhibit 10.10)

~~10.3(13)~~10.3 (13)		2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp.

~~10.3.1(25)~~10.3.1 (25)		Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp. (Exhibit 4.4)

~~10.4(3)~~10.4 (3)		Executive Employment Agreement, dated January 30, 1991, between the Company and Clifton H. Morris, Jr. (Exhibit 10.18)

~~10.4.1(7)~~10.4.1 (7)		Amendment No. 1 to Executive Employment Agreement, dated May 1, 1997, between the Company and Clifton H. Morris, Jr. (Exhibit 10.7.1)

~~10.4.2(12)~~10.4.2 (12)		Amendment No. 2 to Executive Employment Agreement, dated June 15, 2000, between the Company and Clifton H. Morris, Jr. (Exhibit 10.6.2)

~~10.5(3)~~10.5 (3)		Executive Employment Agreement, dated January 30, 1991 between the Company and Daniel E. Berce (Exhibit 10.20)

~~10.5.1(7)~~10.5.1 (7)		Amendment No. 1 to Executive Employment Agreement, dated May 1, 1997, between the Company and Daniel E. Berce (Exhibit 10.9.1)

~~10.6(27)~~10.6 (27)		Employment Agreement, dated July 1, 1997, between the Company and Chris A. Choate, as amended by Amendment No. 1, dated July 1, 1998 (Exhibit 10.6)

~~10.7(27)~~10.7 (27)		Employment Agreement, dated March 25, 1998, between the Company and Mark Floyd (Exhibit 10.7)

~~10.8(22)~~10.8 (22)		Employment Agreement, dated July 1, 1997, between the Company and Preston A. Miller

~~10.8.1(22)~~10.8.1 (22)		Amendment No. 1 to Employment Agreement, dated July 1, 1998, between the Company and Preston A. Miller

~~10.9(5)~~10.9 (5)		1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp.


~~10.9.1(8)~~10.9.1 (8)		Amendment No. 1 to 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp.

~~10.9.2(37)~~10.9.2 (37)		Amended and Restated Nonqualified Stock Option Agreement pursuant to the 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp. between AmeriCredit Corp. and Clifton H. Morris, Jr. (Exhibit 99.2)


~~10.17.3(32)~~10.17.3 (32)		Amendment No. 1, dated June 2, 2004, to the Second Amended and Restated Sale and Servicing Agreement, dated November 5, 2003, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc. and Bank One, NA; and Supplement No. 1, dated June 2, 2004, to Second Amended and Restated Indenture, dated November 5, 2003, among AmeriCredit Master Trust, Bank One, NA and Deutsche Bank Trust Company Americas (Exhibit 10.17.3)

~~10.18(15)~~10.18 (15)		Annex A to the Amended and Restated Sale and Servicing Agreement, dated as of February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., and Bank One, NA (Exhibit 10.3)


~~10.20.4(24)~~10.20.4 (24)		Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class A-1 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-1 Purchasers and Deutsche Bank, AG (Exhibit 10.17)

~~10.20.5(24)~~10.20.5 (24)		Amendment No. 1, dated March 5, 2003, to the Amended and Restated Class A-1 Note Purchase Agreement, dated February 22, 2002, among AmeriCredit Master Trust, AmeriCredit Funding Corp. VII, AmeriCredit Financial Services, Inc., Deutsche Bank Trust Company Americas, the Class A-1 Purchasers and Deutsche Bank, AG (Exhibit 10.17)


~~10.22.2(22)~~10.22.2 (22)		Joinder Supplement, dated as of May 10, 2002, to the Amended and Restated Class B Note Purchase Agreement dated as of February 22, 2002, among Jupiter Securitization Corporation, AmeriCredit Financial Services, Inc., AmeriCredit Funding Corp. VII, AmeriCredit Master Trust, Bank One, NA, and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company (Exhibit 10.64)


~~10.24.4(35)~~10.24.4 (35)		Letter Agreement dated November 3, 2004 between AmeriCredit Financial Services, Inc. and Deutsche Bank Trust Company Americas, extending the Commitment Termination Dates to the Class A-1, Class A-2, Class B and Class C Second Amended and restated Note Purchase Agreements, dated November 5, 2003, concerning the AmeriCredit Master Trust warehouse credit facility (Exhibit 99.1)


~~10.28(22)~~10.28 (22)		Seller’s Representation and Indemnity Covenant, dated as of May 10, 2002, among AmeriCredit Financial Services of Canada Ltd., AmeriCredit Corp., Merrill Lynch Financial Assets Inc. and Merrill Lynch Canada Inc. (Exhibit 10.69)


~~10.37(27)~~10.37 (27)		Master Collateral and Intercreditor Agreement dated as of August 15, 2002, among AFS Funding Corp., AFS SenSub Corp., AmeriCredit Financial Services, Inc and Deutsche Bank Trust Company Americas (Exhibit 10.54)