UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q10-Q/A

(Mark One)

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

For the quarterly period ended March 31, 2003September 30, 2002

OR

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

For the transition period from                to                

Commission file number 1-10667

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

801 Cherry Street, Suite 3900, Fort Worth, Texas 76102

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yesx No¨

There were 156,281,125152,870,245 shares of common stock, $0.01 par value outstanding as of April 30, 2003.October 31, 2002.

EXPLANATORY NOTE

AmeriCredit Corp. (the “Company”) hereby amends the Company’s Quarterly Report on the Form 10-Q for the three months ended September 30, 2002, filed with the Securities and Exchange Commission on November 14, 2002.

The financial information for the three months ended September 30, 2002, has been restated. A review of the accounting treatment under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” for certain interest rate swap agreements that were entered into prior to fiscal 2001 and used to hedge interest rate risk on a portion of the Company’s cash flows from credit enhancement assets indicated that the Company should have reclassified additional accumulated other comprehensive losses into earnings since the combination of the derivative instrument and the hedged item resulted in net unrealized losses that were not expected to be recovered in future periods. See Note 2 to the Consolidated Financial Statements.

AMERICREDIT CORP.

INDEX TO FORM 10-Q10-Q/A

Part I. FINANCIALI.FINANCIAL INFORMATION

Item 1.FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

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

AMERICREDIT CORP.

Consolidated Statements of Income and Comprehensive Income

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

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

AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, Dollars in Thousands)

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

AMERICREDIT CORP.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1—1 – BASIS OF PRESENTATION

The consolidated financial statements include the accounts of AmeriCredit Corp. and its wholly-owned subsidiaries (the “Company”). All significant intercompany accounts have been eliminated in consolidation.

The consolidated financial statements as of March 31, 2003,September 30, 2002, and for the ninethree months ended March 31, 2003September 30, 2002 and 2002,2001, are unaudited, but in management’s opinion include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentationstatement of the results for such interim periods. Certain prior year amounts, have been reclassified to conform to the current period presentation, including the reclassification of:of certain cash accounts on the consolidated balance sheets andas well as initial deposits to credit enhancement assets as well asand purchases, sales, and principal collections and recoveries on receivables held for sale onin the consolidated statements of cash flows.flows, have been reclassified to conform to the current period presentation. The results for interim periods are not necessarily indicative of results for a full year.

The interim period financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles in the United States of America (“GAAP”).America. These interim period financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended June 30, 2002 that are included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2002.2003.

NOTE 2—LIQUIDITY2 – RESTATEMENT

With respectOn August 25, 2003, the Company issued a press release reporting a restatement of its financial statements for the year ended June 30, 2002, and for the first three quarters of the year ended June 30, 2003, as a result of a review of the accounting treatment under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) for certain interest rate swap agreements that were entered into prior to the Company’s securitization transactions covered by2001 and used to hedge interest rate risk on a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios (delinquency, default or net loss triggers) in a Trust’s poolportion of receivables exceed certain targets, the specified credit enhancement levels would be increased. If a targeted portfolio performance ratio was exceeded in any Financial Security Assurance, Inc. (“FSA”) insured securitization and a waiver was not granted by FSA, excessits cash flows from all of the Company’s FSA-insured securitizations could be used by the insurer to increase credit enhancement for the securitization in which a ratio was exceeded to higher specified levels rather than being distributed to the Company. If a targeted portfolio performance ratio was exceeded for an extended period of time in larger or multiple securitizations requiring a greater amount of additional credit enhancement, there would be a material adverse effect on the Company’s liquidity.

In March 2003, the Company exceeded its targeted net loss triggers in three FSA-insured securitization transactions. A waiver was not granted by FSA. Accordingly, $19.0 million of cash generated by FSA-insured securitization transactions otherwise distributable by the Trusts in March 2003 was used to

fund increased credit enhancement levels for the securitizations that breached their net loss triggers. The Company believes that it is probable that net loss triggers on additional FSA-insured securitization Trusts will exceed targeted levels during calendar 2003 and possible that net loss performance triggers may be exceeded in 2004 on additional FSA-insured securitization Trusts.assets.

The Company does not expect waiversenters into interest rate swap agreements to hedge the variability in future excess cash flows attributable to fluctuations in interest rates on floating rate securities issued in connection with its securitizations accounted for as sales. The cash flows are expected to be granted by FSA inreceived over the future with respect to securitizations that breach net loss triggers and estimates that cash otherwise distributable by the Trusts on FSA-insured securitization transactions will continue to be used to increase credit enhancement for FSA-insured transactions through fiscal 2004 rather than released to the Company.

The prolonged weakness in the economy has resulted in the Company experiencing lower payment rates in late-stage delinquencies. Accordingly, the Company has implemented a more aggressive strategy for repossessing and liquidating these delinquent accounts. The Company anticipates that its new strategy should result in delinquency ratios being maintained below targeted levels. If there is continued instability or further deterioration in the economy, targeted delinquency levels could be exceeded in certain FSA-insured securitization Trusts. However, should targeted delinquency levels be exceeded, there would be further increases in required credit enhancement levels only for securitization transactions that have not yet breached their net loss triggers.

Agreements with the Company’s financial guaranty insurance providers contain additional specified targeted portfolio performance ratios which 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, provisionslife of the agreements permit the Company’s financial guaranty insurance providerssecuritizations. Prior 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 guaranty insurance provider to terminate the Company’s servicing rights under all servicing agreements concerning securitization Trusts in which they issued a financial guaranty insurance policy. Although the Company has never exceeded these additional targeted portfolio performance ratios, nor does it believe that the portfolio will exceed these limits, there can be no assurance that the Company’s servicing rights with respect to the automobile receivables in such Trusts or any other Trust which exceeds the specified levels in future periods will not be terminated.

In February 2003, the Company implemented an operating plan designed to preserve and strengthen its capital and liquidity position. The plan includes a decrease in targeted loan origination volume to approximately $750.0 million per quarter by June 2003 and a reduction of operating expenses through downsizing its workforce and consolidating its branch office network. Subject to continued access to

the whole loan sale and securitization markets, the Company believes that it has sufficient liquidity to operate under its new plan through calendar 2003.

In April 2003, Fitch Ratings downgraded the Company’s credit rating to ‘B’. This downgrade did not have an impact on the Company’s financial or liquidity position.

The Company’s warehouse credit facilities contain various default covenants requiring certain minimum financial ratios and cumulative net loss, delinquency and repossession ratios. As of March 31, 2003, none of the Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels.

Within the next twelve months, $950.0 million of the Company’s warehouse credit facilities are up for renewal. In order to realign the Company’s warehouse capacity with lower future loan origination volume, the Company anticipates that certain warehouse facilities will not be renewed or will be cancelled. In accordance with this strategy, the Company intends to repay the facility and exercise its right to cancel its $500.0 million warehouse credit facility that matures in December 2003 during the quarter ending June 30, 2003. The Company believes the capacity available under the remaining warehouse credit facilities will be sufficient to meet the Company’s warehouse funding needs for calendar 2003.

In March 2003,2001, the Company entered into a whole loan purchase facility under which the Company transferred $1.0 billion of finance receivables to a special purpose finance subsidiaryinterest rate swap agreements outside of the Companysecuritization Trusts, at the corporate level. Upon implementation of SFAS 133 on July 1, 2000, the swap agreements were valued and received an advance of $875 million. Underrecorded separately from the purchase facility, during a revolving period ending in September 2003, the Company will transfer additional receivables to the special purpose finance subsidiary to replenish the amount of principal amortized and to replace delinquent receivables. Subsequent to the revolving period, the noteholders will determine the ultimate disposition of the receivables; under certain circumstances, the Company has the right, but not the obligation, to repurchase the receivables.

In April 2003, the Company entered into a $1.0 billion securitization transaction involving the purchase of a financial guaranty insurance policy. Initial credit enhancement for this transaction was 10.5% of the original receivable pool balance and credit enhancement levels must reach 18% of the receivable pool balance before cash is distributed to the Company. Initial and targeted required credit enhancement levels are higher than the Company’s prior securitization transactions. The Company believes that additional securitizations completed in calendar 2003 will require these higher credit enhancement levels.

The Company will continue to require the execution of additional securitization or whole loan purchase transactions in order to fund its lending activities through calendar 2003. In addition, the Company believes that it must utilize a securitization structure involving the purchase of a financial guaranty insurance policy in order to execute such securitization

transactions based on current market conditions. FSA has indicated to the Company that it is unlikely to provide insurance for the Company’s securitizations for the first half of calendar 2003. Accordingly, the Company will continue to purchase financial guaranty insurance policies from other providers as it did for its April 2003 securitization transaction. There can be no assurance that funding will be available to the Company through the execution of securitization or whole loan purchase transactions or, if available, that the funding will be on acceptable terms. If the Company is unable to execute securitization or whole loan purchase 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 further 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.

NOTE 3—SECURITIZATIONS

Prior to October 1, 2002, the Company structured its securitization transactions to meet the criteria for sales of finance receivables under GAAP and, accordingly, recorded a gain on sale of receivables when it sold auto receivables in a securitization transaction.

The Company has changed the structure of its securitization transactions, beginning with transactions closed subsequent to September 30, 2002, to no longer meet the criteria for sale of finance receivables. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remainassets on the consolidated balance sheet. The Company recognizes finance charge and feesheets, with changes in the fair value of the interest rate swap agreements recorded in other comprehensive income.

Unrealized losses or gains related to the interest rate swap agreements were reclassified from accumulated other comprehensive income into earnings as accretion was recorded on the receivableshedged cash flows of the credit enhancement assets. However, as unrealized gains related to the credit enhancement assets declined due to worse than expected credit losses and unrealized losses related to the interest expenserate swap agreements increased due to a declining interest rate environment, a combined net unrealized loss position developed in accumulated other comprehensive income. Previously, the Company reclassified amounts from accumulated other comprehensive income into earnings based upon the cash flows of the credit enhancement assets utilizing a discount rate which resulted in all of the remaining unrealized loss in accumulated other comprehensive income being reclassified into earnings in the same period when the remaining accretion on the securities issuedcredit enhancement assets was projected to be realized. A review of this accounting treatment indicated that the Company should have reclassified additional accumulated other comprehensive losses into earnings since the combination of the derivative instrument and the hedged item resulted in net unrealized losses that were not expected to be recovered in future periods.Accordingly, the securitization transaction,Company restated its financial statements for the year ended June 30, 2002, and records a provision for loanthe first three quarters of the year ended June 30, 2003, to reclassify additional unrealized losses to cover probable loannet income from accumulated other comprehensive income. Additionally, in conjunction with the reclassification of unrealized losses onto net income, the receivables. This change has significantly impactedCompany also recorded an other-than-temporary impairment during the Company’s results of operations compared to its historical results because no gain on sale was recorded for receivables securitized after September 30, 2002.

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

The Company retains an interestJune 2002 quarter that resulted in the receivables sold in the forma write down of credit enhancement assets.assets and a $4.9 million, net of tax, decrease in shareholders’ equity at June 30, 2002. The Company also retains servicing responsibilities for receivables transferred to the Trusts. The Company earns a monthly base servicing fee of 2.25% per annumrestatement had no effect on the outstanding principal balancecash flows of its domestic serviced receivables and supplemental fees (such as late charges) for servicingsuch transactions.

The restatement resulted in the receivables sold. 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 relatedfollowing changes to the servicing of its Canadian securitization pool because it does not receive a monthly servicing fee for its servicing obligations. The servicing liability is included in accrued taxes and expenses on the Company’s consolidated balance sheet. As of March 31, 2003 and June 30, 2002, the Company was servicing $12,662.9 million and $12,500.7 million, respectively, of finance receivables that have been transferred to the Trusts.prior period financial statements (in thousands, except per share data):

NOTE 4—3 – FINANCE RECEIVABLESRECEIVABLE

Finance receivables consist of the following (in thousands):

		September 30, 2002				June 30, 2002
Auto receivables		$	2,156,471			$	2,261,718
Less nonaccretable acquisition fees			(40,259	)			(40,618	)
Less allowance for loan losses			(74,896	)			(22,709	)
		$	2,041,316			$	2,198,391

Because of the Company’s decision to change the structure of its future securitization transactions to no longer meet the criteria for sales of finance receivables (see Note 3)4), finance receivables are carried at amortized cost at March 31, 2003.September 30, 2002. At June 30, 2002, finance receivables were classified as held“held for salesale” and carried at the lower of cost or fair value.

Finance receivables securitized represent receivables transferred to the Company’s securitization Trusts in transactions accounted for as secured borrowings. Finance receivables owned includes $2,027.0 million pledged under the Company’s warehouse credit facilities and $999.6 million transferred to the whole loan purchase facility.

ProvisionsProvision for loan losses areis charged to operations in amounts sufficient to maintain the allowance for loan losses at a level considered adequate to cover probable credit losses on finance receivables. 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 probable credit losses on finance receivables. Receivables are charged-off to the allowance for loan losses when the Company repossesses and disposes of the collateral or the account is otherwise deemed uncollectable.

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

NOTE 5—CREDIT ENHANCEMENT ASSETS4 – SECURITIZATIONS

The Company has historically structured its securitization transactions to meet the criteria for sales of finance receivables under generally accepted accounting principles in the United States of America. Thus, the Company recorded a gain on sale of receivables when it sold auto receivables in a securitization transaction.

The Company has made a decision to change the structure of its future securitization transactions, beginning with transactions closed subsequent to September 30, 2002, to no longer meet the criteria for sale of finance receivables. Accordingly, following a securitization, the receivables and the related securitization indebtedness will remain on the consolidated balance sheet. The Company will recognize finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction, and will record a provision for loan losses to cover probable losses on the receivables. This change will significantly impact the Company’s future results of operations compared to its historical results.

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

The Company retains servicing responsibilities and interests in the receivables sold in the form of credit enhancement assets. As of September 30, 2002, and June 30, 2002, the Company was servicing $13,590.7 million and $12,500.7 million, respectively, of auto receivables that have been sold to the Trusts.

The Trusts and 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. The 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 sold to the Trusts. Credit enhancement assets would be drawn down 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.

Credit enhancement assets consist of the following (in thousands):

A summary of activity in the credit enhancement assets related to the gain on sale Trusts is as follows (in thousands):

At the time of securitizationsale 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 ofare cash deposited to a restricted account and additional receivables delivered to the Trust, which createthus creating overcollateralization. These assets represent initial deposits to credit enhancement assets. IfAlso at the securitization is accounted for as atime of sale of receivables, a non-cash gain on sale of receivables is recognized consisting of interest-only receivables from Trusts net of theand a present value discount related to the assets pledged as initial deposits to credit enhancement assets. The interest-only receivables from Trusts

Trust represent the present value of the estimated future excess cash flows expected to be received by the Company over the life of the securitization.

The securitization transactions require the percentage of assets pledged to support the transaction to increase thereafter 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. Collections of excess cash flows reduce the interest-only receivables from Trusts, and are retained by the Trusts to increaseadditional assets pledged represent increases in restricted cash orand investments in Trust receivables (overcollateralization).receivables. Once the targeted percentage level of assets is reached, additional excess cash flows generated by the Trusts are released to the Company as distributions from Trusts. The required percentage level of assets will increase if targeted portfolio performance ratios are exceeded (see Note 2). 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 level are released to the Company as distributions from Trusts.

Accretion of present value discount represents accretion of the excess of the estimated present value of future distributions from Trusts over the book value of the credit enhancement assets using the interest method over the expected life of the securitization; the accretion of present value discountsecuritization and is included in servicing fee income. The Company does not accrete

Accretion of present value discount and other also includes other than temporary impairment charges of $18.3 million and $9.1 million as of September 30, 2002 and 2001, respectively, since the increase in cumulative credit loss assumptions decreased the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization pool.of anticipated cash flows below the carrying value of the credit enhancement assets.

Unrealized gains (losses) generally represent changes in the fair value of credit enhancement assets as a result of favorable differences between actual securitization pool performance and the original assumptions for such performance or changes in those assumptions as to future securitization pool performance. An other-than-temporary impairment results when the present value of anticipated cash flows is below the carrying value of the credit enhancement assets. Other-than-temporary impairments are included in servicing fee income on the consolidated statements of income.

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

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

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 receivables portfolio typically has not fluctuated with changes in market interest rates or other economic or market factors.

Subsequent to September 30, 2002, the Company’s securitization transactions were structured as secured financings. Accordingly, credit enhancement assets are not characterized as interest-only receivables from Trusts, investments in Trust receivables and restricted cash—gain on sale Trusts. Cash pledged to support the securitization transaction is deposited to a restricted account and recorded on the Company’s consolidated balance sheet as restricted 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 but will be recognized through earnings in future periods.

NOTE 6—5 – WAREHOUSE CREDIT FACILITIES

As of March 31, 2003, warehouseWarehouse credit facilities consist of the following (in millions)thousands):

The Company’s warehouse credit facilities are administered byCompany has three separate funding agreements with administrative agents on behalf of institutionally managed commercial paper or medium term note conduits. conduits and bank groups with aggregate structured warehouse financing availability of approximately $3,295.0 million. One facility provides for available structured warehouse financing of $250.0 million through September 2003. Another facility provides for multi-year structured warehouse financing with availability of $500.0 million through November 2003. The third facility provides for available structured warehouse financing of $2,545.0 million, of which $380.0 million matures in March 2003 and the remaining $2,165.0 million matures in March 2005.

Under these funding agreements, the Company transfers financeauto receivables to special purpose finance subsidiaries of the Company. TheseCompany, and these subsidiaries in turn issue notes, to the agents, collateralized by such financeauto receivables, and cash.to the agents. 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 auto receivables. While these subsidiaries are included in the Company’s consolidated financial statements, these subsidiaries are separate legal entities and the financeauto receivables and other assets held by thesethe 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, London Interbank Offered Rates (“LIBOR”)LIBOR or prime rates plus specified fees depending upon the source of funds provided by the agents. The funding agreements contain various covenants requiring certain minimum financial ratios and cumulative net loss, delinquency and repossession ratios. As of March 31, 2003, none of the

Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels.results. The Company isfunding agreements also requiredrequire certain funds to hold certain fundsbe held in restricted cash accounts to provide additional collateral for borrowings under the facilities.

NOTE 7—WHOLE LOAN PURCHASE FACILITY

In March 2003, As of September 30 and June 30, 2002, these restricted cash accounts totaled $1.0 million and $1.6 million, respectively, and are included in other assets in the Company entered into a whole loan purchase facility under which the Company transferred $1.0 billionconsolidated balance sheets. As of September 30 and June 30, 2002, no finance receivables to a special purpose finance subsidiary of the Company and received an advance of $875.0 million. Under the purchase facility, during a revolving period ending in September 2003, the Company will transfer additional receivables to the special purpose finance subsidiary to replenish the amount of principal amortized and to replace delinquent receivables. Subsequent to the revolving period, the noteholders will determine the ultimate disposition of the receivables. Amounts outstanding on the whole loan purchase facility bear interest at the prime rate plus specified fees. Prior to the ultimate disposition of the receivables, the Company retains certain rights to the receivables which causes the transaction to be accounted for as a secured financing.

NOTE 8—SECURITIZATION NOTES PAYABLEwere pledged under these funding agreements.

The Company also has changedthree funding agreements with administrative agents on behalf of institutionally managed medium term note conduits under which $500.0 million, $750.0 million and $500.0 million, respectively, of proceeds are available through the structureterms of its securitization transactions to no longer meet the criteria for sale of finance receivables. Accordingly, following a securitization,agreements. Under these arrangements, the finance receivables, transferredconduits sold medium term notes and delivered the proceeds to special purpose finance subsidiaries of the Company. These subsidiaries in turn issued notes, collateralized by auto receivables and cash, to the agents. The funding

agreements allow for the substitution of auto receivables (subject to an overcollateralization formula) for cash, and vice versa, during the term of the agreements, thus allowing the Company to use the medium term note proceeds to finance auto receivables on a revolving basis. The agreements mature in December 2003, June 2004 and related securitization notes payable remain onFebruary 2005, respectively. While the consolidated balance sheet. While thesespecial purpose finance subsidiaries are included in the Company’s consolidated financial statements, thesethe subsidiaries are separate legal entities and the financeauto receivables and other assets held by themthe subsidiaries are legally owned by thesethe subsidiaries and are not available to creditors of AmeriCredit Corp. or its other subsidiaries. The notes issued by the subsidiaries under the funding agreements bear interest at LIBOR plus specified fees. The funding agreements contain various covenants requiring certain minimum financial ratios and results. The funding agreements also require certain funds to be held in restricted cash accounts to provide additional collateral under the notes. As of September 30 and June 30, 2002, these restricted cash accounts totaled $198.5 million and $27.8 million, respectively, and are included in other assets in the consolidated balance sheets. As of September 30 and June 30, 2002, $1,686.0 million and $1,831.8 million, respectively, of finance receivables were pledged under these funding agreements.

Securitization transactions structured as secured financingsThe Company’s Canadian subsidiary has a revolving credit agreement, under which the subsidiary may borrow up to $150.0 million Cdn., subject to a defined borrowing base. This agreement matures in August 2003. Borrowings under the credit agreement are as follows (dollarscollateralized by certain Canadian auto receivables and bear interest at the Canadian Bankers Acceptance Rate plus specified fees. Additionally, the Company’s Canadian subsidiary has a warehouse credit facility with availability of $100.0 million Cdn. subject to a defined borrowing base. The warehouse credit facility expires in millions):May 2003. The Canadian facilities contain various covenants requiring certain minimum financial ratios and results. As of September 30 and June 30, 2002, $153.2 million Cdn. and $4.0 million Cdn., respectively, of finance receivables were pledged under the credit agreement.

NOTE 9—6 – SENIOR NOTES

In July 2002, the Company used a portion of the proceeds from the issuance of $175.0 million 9.25% senior notes due in May 2009 to redeem the remaining $39.6 million 9.25% senior notes due in May 2004.

NOTE 10—RESTRUCTURING CHARGES7 – WARRANTS

Agreements with the insurer of the Company’s securitization transactions covered by financial guaranty insurance policies provide for an increase in credit enhancement requirements when specified delinquency rates and other portfolio performance measures are exceeded. In February 2003,September 2002, the Company announcedentered into an agreement with its insurer to raise the specified delinquency levels through and including the March 2003 distribution date. This agreement reduces the likelihood that credit enhancement requirements would increase as a revised operating plan designedresult of expected seasonal and economic impacts on delinquency levels in certain insured securitization transactions. In consideration for this

agreement, the Company agreed to preserve and strengthen its capital and liquidity position. The plan included a decrease in targeted loan origination volumeissue to approximately $750.0 millionthe insurer five-year warrants to purchase 1,287,691 shares of the Company’s common stock at $9.00 per quarter by June 2003 and a reduction of operating expenses through downsizing its workforce and consolidating its branch office network. The workforce reduction eliminated approximately 850 positions and resulted in the closing/consolidation of 141 branch offices.share. The Company also vacated certain floor space in its corporate headquarters as partrecorded interest expense of $6.6 million related to this agreement.

NOTE 8 – SUPPLEMENTAL CASH FLOW INFORMATION

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

A restructuring charge of $53.1 million representing the total incurred costs associated with the plan was recorded during

During the three months ended March 31, 2003. Personnel-related costs consisted primarily of severance costs of identified workforce reductions related toSeptember 30, 2002 and 2001, the consolidation/closing of branch offices including the closing of the Company’s Canadian lending operations. Contract termination costs included expenses incurred to terminate facilityCompany entered into capital lease agreements for property and equipment leases prior to their termination date. Contract termination costs also included estimated costs that will continue to be incurred under facilityof $2.1 million 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$11.8 million, which was included in other associated costs. As of March 31, 2003, total costs incurred to date in connection with the restructuring includes $16.4 million in personnel-related costs, $12.5 million in contract termination costs and $24.2 million in other associated costs.respectively.

NOTE 9 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As of March 31, 2003, all affected employees have been notifiedSeptember 30 and June 30, 2002, the Company had interest rate swap agreements with underlying notional amounts of their termination. Certain contractual payments associated with the revised operating plan will extend through the remaining terms$1,178.8 million and $1,595.7 million, respectively. These agreements had unrealized losses of leases that have not been terminated. A liability of $12.8approximately $52.0 million related to the restructuring charge is recorded in accrued taxes and expenses on the Company’s consolidated balance sheet$41.2 million as of March 31, 2003.

A summary of the liability for the restructure charge for the three months ended March 31, 2003, is as follows (in thousands):