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

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

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 156,281,125 shares of common stock, $0.01 par value outstanding as of April 30, 2003.

AmeriCredit Corp. (the “Company”) hereby amends the Company’s Quarterly Report on the Form 10-Q for the nine months ended March 31, 2003, filed with the Securities and Exchange Commission on May 15, 2003.

The financial information for the nine months ended March 31, 2003, 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.

							March 31, 2003			June 30, 2002
	March 31, 2003			June 30, 2002			(Restated)			(Restated)
ASSETS
Cash and cash equivalents	$	238,133		$	92,349		$	238,133		$	92,349
Finance receivables, net		4,742,859			2,198,391			4,742,859			2,198,391
Interest-only receivables from Trusts		375,590			514,497			375,590			506,583
Investments in Trust receivables		769,492			691,065			769,492			691,065
Restricted cash—gain on sale Trusts		334,124			343,570			334,124			343,570
Restricted cash—securitization notes payable		54,688						125,301
Restricted cash—warehouse credit facilities		538,561			56,479			538,561			56,479
Property and equipment, net		130,147			120,505			130,147			120,505
Other assets		337,725			208,075			294,233			208,075


Total assets	$	7,521,319		$	4,224,931		$	7,548,440		$	4,217,017

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities	$	2,263,547		$	1,751,974		$	2,263,547		$	1,751,974
Whole loan purchase facility		875,000						902,121
Securitization notes payable		1,675,106						1,675,106
Senior notes		379,050			418,074			379,050			418,074
Other notes payable		65,914			66,811			65,914			66,811
Funding payable		23,082			126,893			23,082			126,893
Accrued taxes and expenses		193,534			194,260			193,534			194,260
Derivative financial instruments		82,962			85,922			82,962			85,922
Deferred income taxes		50,567			148,681			50,567			145,634


Total liabilities		5,608,762			2,792,615			5,635,883			2,789,568


Commitments and contingencies (Note 11)

Shareholders’ equity:
Preferred stock, $0.01 par value per share; 20,000,000 shares authorized, none issued
Common stock, $0.01 par value per share; 230,000,000 shares authorized; 160,269,486 and 91,716,416 shares issued		1,603			917
Preferred stock, $0.01 par value per share; 20,000,000 shares authorized, none issued Common stock, $0.01 par value per share; 230,000,000 shares authorized; 160,269,486 and 91,716,416 shares issued								1,603			917
Additional paid-in capital		1,062,982			573,956			1,062,982			573,956
Accumulated other comprehensive (loss) income		(12,515	)		42,797			22,207			70,843
Retained earnings		872,519			832,446			837,797			799,533

		1,924,589			1,445,249
		1,924,589			1,450,116

Treasury stock, at cost (3,989,361 and 5,899,241 shares)		(12,032	)		(17,800	)		(12,032	)		(17,800	)


Total shareholders’ equity		1,912,557			1,432,316			1,912,557			1,427,449


Total liabilities and shareholders’ equity	$	7,521,319		$	4,224,931		$	7,548,440		$	4,217,017

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

													Three Months Ended March 31,						Nine Months Ended March 31,
	Three Months Ended March 31,						Nine Months Ended March 31,						2003			2002			2003			2002
	2003			2002			2003			2002			(Restated)			(Restated)			(Restated)			(Restated)
Revenue
Finance charge income	$	185,857		$	82,188		$	410,429		$	259,012		$	185,857		$	82,188		$	410,429		$	259,012
Servicing fee income		96,646			97,362			228,507			277,168			103,722			78,682			225,566			232,935
Gain on sale of receivables					124,112			132,084			325,732						124,112			132,084			325,732
Other income		5,230			3,067			15,863			9,317			5,230			3,067			15,863			9,317


		287,733			306,729			786,883			871,229
														294,809			288,049			783,942			826,996

Costs and expenses
Operating expenses		82,347			107,885			300,516			315,651			82,347			107,885			300,516			315,651
Provision for loan losses		77,109			16,739			229,785			48,248			77,109			16,739			229,785			48,248
Interest expense		51,550			33,123			131,453			99,270			51,550			33,123			131,453			99,270
Restructuring charges		53,071						59,970						53,071						59,970

		264,077			157,747			721,724			463,169			264,077			157,747			721,724			463,169


Income before income taxes		23,656			148,982			65,159			408,060			30,732			130,302			62,218			363,827

Income tax provision		9,107			57,358			25,086			157,103			11,832			50,167			23,954			140,074


Net income		14,549			91,624			40,073			250,957			18,900			80,135			38,264			223,753


Other comprehensive income (loss)
Unrealized losses on credit enhancement assets		(9,071	)		(6,807	)		(84,960	)		(5,829	)
Unrealized gains (losses) on cash flow hedges		4,291			27,611			(10,344	)		4,068
Other comprehensive (loss) income
Unrealized (losses) gains on credit enhancement assets														(9,661	)		3,901			(104,185	)		21,626
Unrealized (losses) gains on cash flow hedges														(2,195	)		35,585			19,736			20,848
Canadian currency translation adjustment		6,421			53			3,300			(2,008	)		6,421			53			3,300			(2,008	)
Income tax benefit (provision)		1,841			(8,009	)		36,692			679			4,565			(15,202	)		32,513			(16,352	)


Other comprehensive income (loss)		3,482			12,848			(55,312	)		(3,090	)		(870	)		24,337			(48,636	)		24,114


Comprehensive income (loss)	$	18,031		$	104,472		$	(15,239	)	$	247,867		$	18,030		$	104,472		$	(10,372	)	$	247,867


Earnings per share
Basic	$	0.09		$	1.08		$	0.31		$	2.97		$	0.12		$	0.94		$	0.29		$	2.65

Diluted	$	0.09		$	1.02		$	0.30		$	2.81		$	0.12		$	0.90		$	0.29		$	2.50


Weighted average shares outstanding		155,492,651			84,988,165			131,268,991			84,470,535			155,492,651			84,988,165			131,268,991			84,470,535

Weighted average shares and assumed incremental shares		155,494,768			89,509,209			131,677,520			89,334,924			155,494,768			89,509,209			131,677,520			89,334,924

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

							Nine Months Ended March 31,
	Nine Months Ended March 31,						2003			2002
	2003			2002			(Restated)			(Restated)
Cash flows from operating activities
Net income	$	40,073		$	250,957		$	38,264		$	223,753
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		36,353			27,875			36,353			27,875
Provision for loan losses		229,785			48,248			229,785			48,248
Deferred income taxes		(61,008	)		26,446			(62,140	)		9,417
Accretion of present value discount		(89,271	)		(121,535	)		(85,370	)		(80,298	)
Impairment of credit enhancement assets		96,738			38,918			95,778			41,914
Non-cash gain on sale of receivables		(124,831	)		(307,752	)		(124,831	)		(307,752	)
Non-cash restructuring charges		38,546						38,546
Other		3,860						3,860
Distributions from Trusts		144,602			182,826			144,602			182,826
Initial deposits to credit enhancement assets		(58,101	)		(303,500	)		(58,101	)		(303,500	)
Changes in assets and liabilities:
Other assets		3,386			(38,809	)		3,386			(38,809	)
Accrued taxes and expenses		(7,614	)		109,415			(7,614	)		109,415
Purchases of receivables held for sale		(647,647	)		(6,494,174	)		(647,647	)		(6,494,174	)
Principal collections and recoveries on receivables held for sale		74,370			175,365			74,370			175,365
Net proceeds from sale of receivables		2,495,353			5,919,517			2,495,353			5,919,517

Net cash provided (used) by operating activities		2,174,594			(486,203	)		2,174,594			(486,203	)

Cash flows from investing activities
Purchases of receivables		(5,223,167	)					(5,223,167	)
Principal collections and recoveries on receivables		435,976						435,976
Purchases of property and equipment		(38,898	)		(14,916	)		(38,898	)		(14,916	)
Change in restricted cash—securitization notes payable		(54,469	)					(124,666	)
Change in restricted cash—warehouse credit facilities		(482,090	)		(10,667	)		(482,090	)		(10,667	)
Change in other assets		(131,714	)		(15,991	)		(61,517	)		(15,991	)

Net cash used by investing activities		(5,494,362	)		(41,574	)		(5,494,362	)		(41,574	)

Cash flows from financing activities
Net change in warehouse credit facilities		511,886			388,328			511,886			388,328
Proceeds from whole loan purchase facility		875,000						875,000
Issuance of securitization notes		1,837,591						1,837,591
Payments on securitization notes		(171,720	)					(171,720	)
Senior notes swap settlement		9,700						9,700
Retirement of senior notes		(39,631	)					(39,631	)
Borrowings under credit enhancement facility					182,500						182,500
Debt issuance costs		(23,267	)		(16,386	)		(23,267	)		(16,386	)
Net change in notes payable		(14,006	)		(12,340	)		(14,006	)		(12,340	)
Net proceeds from issuance of common stock		479,748			15,357			479,748			15,357

Net cash provided by financing activities		3,465,301			557,459			3,465,301			557,459

Net increase in cash and cash equivalents		145,533			29,682			145,533			29,682
Effect of Canadian exchange rate changes on cash and cash equivalents		251			190			251			190

Cash and cash equivalents at beginning of period		92,349			45,016			92,349			45,016

Cash and cash equivalents at end of period	$	238,133		$	74,888		$	238,133		$	74,888

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

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, and for the nine months ended March 31, 2003 and 2002, are unaudited, but in management’s opinion include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such interim periods. Certain prior year amounts have been reclassified to conform to the current period presentation, including the reclassification ~~of:~~of certain cash accounts on the consolidated balance sheets ~~and~~as well as initial deposits to credit enhancement assets ~~as well as~~and purchases, sales, and principal collections and recoveries on receivables held for sale on the consolidated statements of cash flows. 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”). 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.

On 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 2001 and used to hedge interest rate risk on a portion of its cash flows from credit enhancement assets.

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 hedged 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 rate 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 credit 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 Company restated its financial statements for the year ended June 30, 2002, and for the first three quarters of the year ended June 30, 2003, to reclassify additional unrealized losses to net income from accumulated other comprehensive income. Additionally, in conjunction with the reclassification of unrealized losses to net income, the Company also recorded an other-than-temporary impairment during the June 2002 quarter that resulted in a write down of credit enhancement assets and a $4.9 million, net of tax, decrease in shareholders’ equity at June 30, 2002. The Company also recorded an adjustment to the whole loan purchase facility as of March 31, 2003, to reflect the issuance of a $30.0 million note representing debt issuance costs in the form of a residual interest in the finance receivables transferred. The note was recorded at fair value on the consolidated balance sheet. The restatement had no effect on the cash flows of such transactions.

The restatement resulted in the following changes to prior period financial statements (in thousands, except per share data):

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, default or net loss triggers) in a Trust’s pool 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, excess 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.

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.

The Company does not expect waivers to be granted by FSA in 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, 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. 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, 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 subsidiary of the Company and received an advance of ~~$875~~$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; 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.

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.

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 remain on the consolidated balance sheet. 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 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 interest in the receivables sold in the form of credit enhancement assets. The Company also retains 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 serviced receivables and supplemental fees (such as late charges) for servicing 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 related 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.

Because of the Company’s decision to change the structure of its 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. At June 30, 2002, finance receivables were classified as held for sale 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.

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 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):

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.

	March 31, 2003		June 30, 2002		March 31, 2003		June 30, 2002
Gain on sale Trusts:
Interest-only receivables from Trusts	$	375,590	$	514,497	$	375,590	$	506,583
Investments in Trust receivables		769,492		691,065		769,492		691,065
Restricted cash		334,124		343,570		334,124		343,570

	$	1,479,206	$	1,549,132	$	1,479,206	$	1,541,218


Secured financing Trusts:
Restricted cash	$	54,688			$	125,301


Finance receivables—securitized	$	1,842,757			$	1,842,757
Less: Securitization notes payable		1,675,106				1,675,106

Overcollateralization	$	167,651			$	167,651

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

	Three Months Ended March 31,						Nine Months Ended March 31,						Three Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002			2003			2002			2003			2002
Balance at beginning of period	$	1,504,286		$	1,500,674		$	1,549,132		$	1,151,275		$	1,504,286		$	1,500,674		$	1,541,218		$	1,151,275
Initial deposits to credit enhancement assets					48,000			58,101			303,500						48,000			58,101			303,500
Non-cash gain on sale of receivables					118,215			124,831			307,752						118,215			124,831			307,752
Payments on credit enhancement facility					(26,824	)					(51,843	)					(26,824	)					(51,843	)
Distributions from Trusts		(33,484	)		(54,963	)		(144,602	)		(182,826	)		(46,637	)		(73,246	)		(186,580	)		(232,229	)
Accretion of present value discount		30,476			51,300			84,110			121,535			32,400			31,351			106,563			74,992
Other-than-temporary impairment		(4,904	)		(24,949	)		(96,738	)		(38,918	)		(6,820	)		(25,473	)		(95,778	)		(41,914	)
Decrease in unrealized gain		(18,855	)		(6,807	)		(96,410	)		(5,829	)
(Decrease) increase in unrealized gain														(5,710	)		31,949			(69,931	)		93,113
Canadian currency translation adjustment		1,687						782						1,687						782

Balance at end of period	$	1,479,206		$	1,604,646		$	1,479,206		$	1,604,646		$	1,479,206		$	1,604,646		$	1,479,206		$	1,604,646

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. These assets represent initial deposits to credit enhancement assets. If the securitization is accounted for as a sale of receivables, a non-cash gain on sale of receivables is recognized consisting of interest-only receivables from Trusts net of the present value discount related to the assets pledged as initial deposits to credit enhancement assets. The interest-only receivables from Trusts

represent the present value of the estimated 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 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 increase restricted cash or investments in Trust receivables (overcollateralization). 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)3). Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced.

Accretion of present value discount represents accretion of the excess of the estimated 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 discount is included in servicing fee income. The Company does not accrete the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization pool.

Unrealized gains 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 receivables were as follows:

	Three Months Ended March 31,	Nine Months Ended March 31,		Three Months Ended March 31,	Nine Months Ended March 31,
	2002	2003	2002	2002	2003		2002
Cumulative credit losses (including unrealized gains at time of sale)	12.5%	12.5%	12.5%	12.5%	12.5	%	12.5	%

Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0%	14.0%	14.0%	14.0%	14.0	%	14.0	%
Investments in Trust receivables	9.8%	9.8%	9.8%	9.8%	9.8	%	9.8	%
Restricted cash	9.8%	9.8%	9.8%	9.8%	9.8	%	9.8	%

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:

	March 31, 2003	June 30, 2002	March 31, 2003	June 30, 2002
Cumulative credit losses (including remaining unrealized gains at time of sale)	10.9%–13.9%	10.4%–12.7%	10.9% – 13.9%	10.4% – 12.7%

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	9.8%	9.8%	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 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 –~~ 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.

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

Maturity	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (e)		Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (e)
September 2003 (a)	$	250.0					$	0.5	$	250.0					$	0.5
December 2003 (a)(b)(d)		500.0	$	500.0	$	521.8		31.3		500.0	$	500.0	$	521.8		31.3
June 2004 (a)(b)		750.0		750.0		789.2		47.0		750.0		750.0		789.2		47.0
February 2005 (a)(b)		500.0		500.0		143.0		373.6		500.0		500.0		143.0		373.6
March 2005 (a)(c)		1,950.0		513.5		573.0		17.5		1,950.0		513.5		573.0		17.5

	$	3,950.0	$	2,263.5	$	2,027.0	$	469.9	$	3,950.0	$	2,263.5	$	2,027.0	$	469.9

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 auto 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, London Interbank Offered Rates (“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. The Company is also required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities.

In March 2003, 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 subsidiary of the Company and received an advance of $875.0 million. 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. The note was recorded at fair value on the consolidated balance sheets. 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.

The Company has changed the structure of its securitization transactions to no longer meet the criteria for sale of finance receivables. Accordingly, following a securitization, the finance receivables, transferred to special purpose finance subsidiaries of the Company, and related securitization notes payable remain on the consolidated balance sheet. 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 them are legally owned by these subsidiaries and not available to creditors of AmeriCredit Corp. or its other subsidiaries.

Securitization transactions structured as secured financings are as follows (dollars in millions):

Transaction	Date	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged at March 31, 2003		Note Balance at March 31, 2003		Date	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged at March 31, 2003		Note Balance at March 31, 2003
2002-EM	October 2002	$	1,700.0	3.2	%	$	1,669.7	$	1,545.1	October 2002	$	1,700.0	3.2	%	$	1,669.7	$	1,545.1
C2002-1 Canada (a)	November 2002		137.0	5.5	%		173.1		130.0	November 2002		137.0	5.5	%		173.1		130.0

		$	1,837.0			$	1,842.8	$	1,675.1		$	1,837.0			$	1,842.8	$	1,675.1

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.

In February 2003, the Company announced a revised operating plan designed to preserve and strengthen its capital and liquidity position. The plan included 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. The workforce reduction eliminated approximately 850 positions and resulted in the closing/consolidation of 141 branch offices. The Company also vacated certain floor space in its corporate headquarters as part of the revised operating plan.

A restructuring charge of $53.1 million representing the total incurred costs associated with the plan was recorded during the three months ended March 31, 2003. Personnel-related costs consisted primarily of severance costs of identified workforce reductions related to the consolidation/closing of branch offices including 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, 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.

As of March 31, 2003, all affected employees have been notified of their termination. Certain contractual payments associated with the revised operating plan will extend through the remaining terms of leases that have not been terminated. A liability of $12.8 million related to the restructuring charge is recorded in accrued taxes and expenses on the Company’s consolidated balance sheet 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):

	Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total			Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total
Restructuring charges	$	16,451		$	12,467		$	24,153		$	53,071		$	16,451		$	12,467		$	24,153		$	53,071
Cash settlements		(15,619	)		(686	)		(88	)		(16,393	)		(15,619	)		(686	)		(88	)		(16,393	)
Non cash settlements					(214	)		(23,688	)		(23,902	)					(214	)		(23,688	)		(23,902	)


Balance at end of period	$	832		$	11,567		$	377		$	12,776		$	832		$	11,567		$	377		$	12,776

The Company has guaranteed the timely payment of principal and interest on the Class E tranches of the asset-backed securities issued in its 2000-1, 2001-1 and 2002-1 securitization transactions. The total outstanding balance of the subordinated asset-backed securities guaranteed by the Company was $39.6 million and $78.3 million at March 31, 2003 and June 30, 2002, respectively. Subordinated asset-backed securities guaranteed by the Company are expected to mature by the end of calendar 2004. Because the Company does not expect the guarantees to be funded prior to expiration, no liability is recorded on the consolidated balance sheet to reflect estimates of future cash flows for settlement of the guarantees.

The payment of principal and interest on the Company’s senior notes is guaranteed by certain of the Company’s subsidiaries (see Note ~~18)~~19). As of March 31, 2003, the carrying value of the senior notes was $379.1 million.

Additionally, the Company and its primary operating subsidiary, AmeriCredit Financial Services, Inc., guarantee the payment of principal and interest under a construction loan for one of the Company’s loan servicing centers. As of March 31, 2003, the amount of outstanding debt under this loan was $24.7 million and is recorded in other notes payable on the Company’s consolidated balance sheets. The construction loan was repaid in full in April 2003.

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 and breach of contract. 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 includes requests for compensatory, statutory and punitive damages.

Several complaints have been 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. The lawsuits, all of which seek class action status, have been consolidated into one action pending in the United States District Court located in Fort Worth, Texas. The consolidated lawsuit claims that deferments were improperly granted by the Company to avoid delinquency triggers in securitization transactions and enhance cash flow, 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 at all times 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. In the opinion of management, the consolidated lawsuit is without merit and the Company intends to vigorously defend against it.

Additionally, 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. This lawsuit alleges that certain officers and directors of the Company breached their respective fiduciary duties by causing the Company to make improper deferments, violated federal and state securities laws and issued misleading financial statements. The substantive allegations are essentially the same as those in the above-referenced class actions.

The Company believes that it has taken prudent steps to address the litigation risks associated with its business activities. In the opinion of management, the resolution of the litigation pending or threatened against the Company, including the proceedings specifically described in this section, will not have a material effect on the Company’s financial condition, results of operations or cash flows.

The Company has certain stock-based compensation plans for employees, non-employee directors and key executive officers. The Company has elected not to adopt the fair value-based method of accounting for stock-based awards and, accordingly, no compensation expense has been recognized for options granted under these plans.

The following table illustrates the effect on net income and earnings per share had compensation expense for the Company’s plans been determined using the fair value-based method (in thousands):

	Three Months Ended March 31,						Nine Months Ended March 31,						Three Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002			2003			2002			2003			2002
Net income, as reported	$	14,549		$	91,624		$	40,073		$	250,957		$	18,900		$	80,135		$	38,264		$	223,753
Deduct: Stock-based compensation expense, determined under fair value-based method, net of related tax effects		(5,527	)		(6,423	)		(16,551	)		(17,442	)		(5,527	)		(6,423	)		(16,551	)		(17,442	)

Pro forma net income	$	9,022		$	85,201		$	23,522		$	233,515		$	13,373		$	73,712		$	21,713		$	206,311


Earnings per share:
Basic—as reported	$	0.09		$	1.08		$	0.31		$	2.97		$	0.12		$	0.94		$	0.29		$	2.65

Basic—pro forma	$	0.06		$	1.00		$	0.18		$	2.76		$	0.09		$	0.87		$	0.17		$	2.44


Diluted—as reported	$	0.09		$	1.02		$	0.30		$	2.81		$	0.12		$	0.90		$	0.29		$	2.50

Diluted—pro forma	$	0.06		$	0.95		$	0.18		$	2.61		$	0.09		$	0.82		$	0.16		$	2.31

The fair value of each option grant was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Three Months Ended March 31,		Nine Months Ended March 31,		Three Months Ended March 31,				Nine Months Ended March 31,
	2003	2002	2003	2002	2003		2002		2003		2002
Expected dividends	0	0	0	0	0		0		0		0
Expected volatility	78.5%	101.0%	78.7%	101.0%	78.5	%	101.0	%	78.7	%	101.0	%
Risk-free interest rate	2.91%	4.28%	2.97%	4.28%	2.91	%	4.28	%	2.97	%	4.28	%
Expected life	5 years	5 years	5 years	5 years	5 years		5 years		5 years		5 years

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.

Agreements with FSA, an insurer of certain of the Company’s securitization transactions, provide for an increase in credit enhancement requirements when specified delinquency ratios or other portfolio performance measures are exceeded. 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 interest expense of $6.6 million related to this agreement during the three months ended September 30, 2002.

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

	Three Months Ended March 31,				Nine Months Ended March 31,				Three Months Ended March 31,				Nine Months Ended March 31,
	2003		2002		2003		2002		2003		2002		2003		2002
Weighted average shares outstanding		155,492,651		84,988,165		131,268,991		84,470,535		155,492,651		84,988,165		131,268,991		84,470,535

Incremental shares resulting from assumed conversions:
Stock options		2,117		4,521,044		403,597		4,864,389		2,117		4,521,044		403,597		4,864,389
Warrants						4,932								4,932

		2,117		4,521,044		408,529		4,864,389		2,117		4,521,044		408,529		4,864,389


Weighted average shares and assumed incremental shares		155,494,768		89,509,209		131,677,520		89,334,924		155,494,768		89,509,209		131,677,520		89,334,924


Net income	$	14,549	$	91,624	$	40,073	$	250,957	$	18,900	$	80,135	$	38,264	$	223,753


Earnings per share:
Basic	$	0.09	$	1.08	$	0.31	$	2.97	$	0.12	$	0.94	$	0.29	$	2.65


Diluted	$	0.09	$	1.02	$	0.30	$	2.81	$	0.12	$	0.90	$	0.29	$	2.50

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 by the weighted average shares and assumed incremental shares. Assumed incremental shares were computed using the treasury stock method. The average common stock market price for the period was used to determine the number of incremental shares.

Options to purchase approximately 11.1 million and 8.0 million shares of common stock at March 31, 2003 and 2002, 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.

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

	Nine Months Ended March 31,				Nine Months Ended March 31,
	2003		2002		2003		2002
Interest costs ($345 capitalized in 2002)	$	119,626	$	105,187	$	119,626	$	105,187
Income taxes		110,648		75,197		110,648		75,197

During the nine months ended March 31, 2003 and 2002, the Company entered into capital lease agreements for property and equipment of $13.0 million and $47.8 million, respectively.

As of March 31, 2003 and June 30, 2002, the Company had interest rate swap agreements with underlying notional amounts of $2,011.2 million and $1,595.7 million, respectively. These agreements had unrealized losses of approximately ~~$77.2~~$21.5 million and ~~$66.9~~$41.2 million as of March 31, 2003 and June 30, 2002, respectively. The ineffectiveness related to the interest rate swap agreements was not material for the three and nine month periods ended March 31, 2003. The Company estimates approximately ~~$38.4~~$15.0 million of unrealized losses included in other comprehensive income will be reclassified into earnings within the next twelve months. The fair market value of the Company’s interest rate cap assets of $33.8 million and $16.7 million as of March 31, 2003 and June 30, 2002, respectively, are included in other assets on the consolidated balance sheets. The fair market value of the Company’s interest rate cap liabilities of $16.8 million and $19.1 million as of March 31, 2003 and June 30, 2002, 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 if the market value of the derivative financial instruments exceeds an agreed upon amount. As of March 31, 2003 and June 30, 2002, these restricted cash accounts totaled $77.1 million and $56.5 million, respectively, and are included in other assets on the consolidated balance sheets.

The payment of principal and interest on the Company’s senior notes is 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. The Company believes that the condensed consolidating financial information for the Company, the combined Subsidiary Guarantors and the combined Non-Guarantor

Subsidiaries provides information that is more meaningful in understanding the financial position of the Subsidiary Guarantors than separate financial statements of the Subsidiary Guarantors.

The following 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.

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				$	238,133							$	238,133					$	238,133							$	238,133
Finance receivables, net					103,245		$	4,639,614					4,742,859						103,245		$	4,639,614					4,742,859
Interest-only receivables from Trusts					4,062			371,528					375,590						4,062			371,528					375,590
Investments in Trust receivables					17,095			752,397					769,492						17,095			752,397					769,492
Restricted cash—gain on sale Trusts					2,843			331,281					334,124
Restricted cash—gain on sale Trust																			2,843			331,281					334,124
Restricted cash—securitization notes payable								54,688					54,688									125,301					125,301
Restricted cash—warehouse credit facilities								538,561					538,561									538,561					538,561
Property and equipment, net	$	349			129,798								130,147		$	349			129,798								130,147
Other assets		8,743			202,188			126,794					337,725			8,743			202,188			83,302					294,233
Due (to) from affiliates		1,339,506			(6,118,328	)		4,778,822
Due from affiliates																1,339,506						4,778,822	$	(6,118,328	)
Investment in affiliates		957,662			6,522,882			52,426	$	(7,532,970	)					957,662			6,522,882			52,426		(7,532,970	)

Total assets	$	2,306,260		$	1,101,918		$	11,646,111	$	(7,532,970	)	$	7,521,319		$	2,306,260		$	7,220,246		$	11,673,232	$	(13,651,298	)	$	7,548,440


LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Warehouse credit facilities							$	2,263,547				$	2,263,547								$	2,263,547				$	2,263,547
Whole loan purchase facility								875,000					875,000									902,121					902,121
Securitization notes payable								1,695,479	$	(20,373	)		1,675,106									1,695,479	$	(20,373	)		1,675,106
Senior notes	$	379,050											379,050		$	379,050											379,050
Other notes payable		63,094		$	2,820								65,914			63,094		$	2,820								65,914
Funding payable					21,886			1,196					23,082						21,886			1,196					23,082
Accrued taxes and expenses		19,148			162,426			11,960					193,534			19,148			162,426			11,960					193,534
Derivative financial instruments					82,962								82,962						82,962								82,962
Due to affiliates																			6,118,328					(6,118,328	)
Deferred income taxes		(67,589	)		(99,882	)		218,038					50,567			(67,589	)		(99,882	)		218,038					50,567

Total liabilities		393,703			170,212			5,065,220		(20,373	)		5,608,762			393,703			6,288,540			5,092,341		(6,138,701	)		5,635,883


Shareholders’ equity:
Common stock		1,603			37,719			92,166		(129,885	)		1,603			1,603			37,719			92,166		(129,885	)		1,603
Additional paid-in capital		1,062,982			26,237			5,242,581		(5,268,818	)		1,062,982			1,062,982			26,237			5,242,581		(5,268,818	)		1,062,982
Accumulated other comprehensive (loss) income		(12,515	)		(45,159	)		36,684		8,475			(12,515	)
Accumulated other comprehensive income (loss)																22,207			(10,437	)		71,406		(60,969	)		22,207
Retained earnings		872,519			912,909			1,209,460		(2,122,369	)		872,519			837,797			878,187			1,174,738		(2,052,925	)		837,797


		1,924,589			931,706			6,580,891		(7,512,597	)		1,924,589			1,924,589			931,706			6,580,891		(7,512,597	)		1,924,589
Treasury stock		(12,032	)										(12,032	)		(12,032	)										(12,032	)


Total shareholders’ equity		1,912,557			931,706			6,580,891		(7,512,597	)		1,912,557			1,912,557			931,706			6,580,891		(7,512,597	)		1,912,557


Total liabilities and shareholders’ equity	$	2,306,260		$	1,101,918		$	11,646,111	$	(7,532,970	)	$	7,521,319		$	2,306,260		$	7,220,246		$	11,673,232	$	(13,651,298	)	$	7,548,440

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated			AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
ASSETS

Cash and cash equivalents				$	90,806		$	1,543				$	92,349					$	90,806		$	1,543				$	92,349
Receivables held for sale, net					430,573			1,767,818					2,198,391						430,573			1,767,818					2,198,391
Interest-only receivables from Trusts					7,828			506,669					514,497						7,828			498,755					506,583
Investments in Trust receivables					15,609			675,456					691,065						15,609			675,456					691,065
Restricted cash—gain on sale Trusts					2,906			340,664					343,570
Restricted cash																			2,906			340,664					343,570
Restricted cash—warehouse credit facilities								56,479					56,479									56,479					56,479
Property and equipment, net	$	349			120,156								120,505		$	349			120,156								120,505
Other assets		16,748			173,383			17,944					208,075			16,748			173,383			17,944					208,075
Due (to) from affiliates		985,354			(2,751,456	)		1,766,102
Due from affiliates																985,354						1,766,102	$	(2,751,456	)
Investment in affiliates		966,339			3,181,643			21,269	$	(4,169,251	)					961,472			3,181,643			21,269		(4,164,384	)


Total assets	$	1,968,790		$	1,271,448		$	5,153,944	$	(4,169,251	)	$	4,224,931		$	1,963,923		$	4,022,904		$	5,146,030	$	(6,915,840	)	$	4,217,017


LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Warehouse credit facilities							$	1,751,974				$	1,751,974								$	1,751,974				$	1,751,974
Senior notes	$	418,074											418,074		$	418,074											418,074
Other notes payable		63,569		$	3,242								66,811			63,569		$	3,242								66,811
Funding payable					126,091			802					126,893						126,091			802					126,893
Accrued taxes and expenses		39,925			151,106			3,229					194,260			39,925			151,106			3,229					194,260
Derivative financial Instruments					85,922								85,922
Derivative financial instruments																			85,922								85,922
Due to affiliates																			2,751,456				$	(2,751,456	)
Deferred income taxes		14,906			20,062			113,713					148,681			14,906			20,062			110,666					145,634


Total liabilities		536,474			386,423			1,869,718					2,792,615			536,474			3,137,879			1,866,671		(2,751,456	)		2,789,568


Shareholders’ equity:
Common stock		917			32,779			83,408	$	(116,187	)		917			917			32,779			83,408		(116,187	)		917
Additional paid-in capital		573,956			26,237			2,126,942		(2,153,179	)		573,956			573,956			26,237			2,126,942		(2,153,179	)		573,956
Accumulated other comprehensive income (loss)		42,797			(40,501	)		84,864		(44,363	)		42,797			70,843			(7,588	)		112,910		(105,322	)		70,843
Retained earnings		832,446			866,510			989,012		(1,855,522	)		832,446			799,533			833,597			956,099		(1,789,696	)		799,533

		1,445,249			885,025			3,279,359		(4,164,384	)		1,445,249
		1,450,116			885,025			3,284,226		(4,169,251	)		1,450,116
Treasury stock		(17,800	)										(17,800	)		(17,800	)										(17,800	)


Total shareholders’ equity		1,432,316			885,025			3,284,226		(4,169,251	)		1,432,316			1,427,449			885,025			3,279,359		(4,164,384	)		1,427,449


Total liabilities and shareholders’ equity	$	1,968,790		$	1,271,448		$	5,153,944	$	(4,169,251	)	$	4,224,931		$	1,963,923		$	4,022,904		$	5,146,030	$	(6,915,840	)	$	4,217,017

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenue
Finance charge income				$	56,009		$	354,420					$	410,429				$	56,009		$	354,420					$	410,429
Servicing fee income					248,624			(20,117	)					228,507
Servicing fee income (loss)																			248,624			(23,058	)					225,566
Gain on sale of receivables					1,737			130,347						132,084					1,737			130,347						132,084
Other income	$	40,199			597,898			1,356,443		$	(1,978,677	)		15,863	$	40,199			597,898			1,356,443		$	(1,978,677	)		15,863
Equity in income of affiliates		43,785			223,062						(266,847	)				41,976			221,253						(263,229	)


		83,984			1,127,330			1,821,093			(2,245,524	)		786,883
																82,175			1,125,521			1,818,152			(2,241,906	)		783,942

Costs and expenses
Operating expenses		7,483			274,165			18,868						300,516		7,483			274,165			18,868						300,516
Provision for loan losses					133,048			96,737						229,785					133,048			96,737						229,785
Interest expense		38,752			724,342			1,347,036			(1,978,677	)		131,453		38,752			724,342			1,347,036			(1,978,677	)		131,453
Restructuring charges					59,970									59,970					59,970									59,970

		46,235			1,191,525			1,462,641			(1,978,677	)		721,724
		46,235			1,191,525			1,462,641			(1,978,677	)		721,724


Income (loss) before income taxes		37,749			(64,195	)		358,452			(266,847	)		65,159		35,940			(66,004	)		355,511			(263,229	)		62,218

Income tax (benefit) provision		(2,324	)		(110,594	)		138,004						25,086		(2,324	)		(110,594	)		136,872						23,954


Net income	$	40,073		$	46,399		$	220,448		$	(266,847	)	$	40,073	$	38,264		$	44,590		$	218,639		$	(263,229	)	$	38,264

	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated		AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	74,858		$	184,154				$	259,012				$	74,858		$	184,154				$	259,012
Servicing fee income					214,622			62,546					277,168					214,622			18,313					232,935
Gain on sale of receivables					22,474			303,258					325,732					22,474			303,258					325,732
Other income	$	33,789			399,606			238,404	$	(662,482	)		9,317	$	33,789			399,606			238,404	$	(662,482	)		9,317
Equity in income of affiliates		254,828			265,617					(520,445	)				227,624			238,413					(466,037	)

		261,413			949,973			744,129		(1,128,519	)		826,996
		288,617			977,177			788,362		(1,182,927	)		871,229


Costs and expenses
Operating expenses		7,530			290,503			17,618					315,651		7,530			290,503			17,618					315,651
Provision for loan losses					9,504			38,744					48,248					9,504			38,744					48,248
Interest expense		32,554			429,094			300,104		(662,482	)		99,270		32,554			429,094			300,104		(662,482	)		99,270

		40,084			729,101			356,466		(662,482	)		463,169
		40,084			729,101			356,466		(662,482	)		463,169


Income before income taxes		248,533			248,076			431,896		(520,445	)		408,060		221,329			220,872			387,663		(466,037	)		363,827

Income tax (benefit) provision		(2,424	)		(6,752	)		166,279					157,103		(2,424	)		(6,752	)		149,250					140,074


Net income	$	250,957		$	254,828		$	265,617	$	(520,445	)	$	250,957	$	223,753		$	227,624		$	238,413	$	(466,037	)	$	223,753

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated			AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	40,073		$	46,399		$	220,448		$	(266,847	)	$	40,073		$	38,264		$	44,590		$	218,639		$	(263,229	)	$	38,264
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		3,027			20,011			13,315						36,353			3,027			20,011			13,315						36,353
Provision for loan losses					133,048			96,737						229,785						133,048			96,737						229,785
Deferred income taxes		(82,279	)		(115,483	)		136,754						(61,008	)		(82,279	)		(115,483	)		135,622						(62,140	)
Accretion of present value discount					29,661			(118,932	)					(89,271	)					29,661			(115,031	)					(85,370	)
Impairment of credit enhancement assets								96,738						96,738
Other-than-temporary impairment																							95,778						95,778
Non-cash gain on sale of receivables					160			(124,991	)					(124,831	)					160			(124,991	)					(124,831	)
Non-cash restructuring charges					38,546									38,546						38,546									38,546
Other		3,226			673			(39	)					3,860			3,226			673			(39	)					3,860
Distributions from Trusts					(36,551	)		181,153						144,602
Distributions from Trusts, net of swap payments																				(36,551	)		181,153						144,602
Initial deposits to credit enhancement assets								(58,101	)					(58,101	)								(58,101	)					(58,101	)
Equity in income of affiliates		(43,785	)		(223,062	)					266,847						(41,976	)		(221,253	)					263,229
Changes in assets and liabilities:
Other assets		1,256			17,944			(15,814	)					3,386			1,256			17,944			(15,814	)					3,386
Accrued taxes and expenses		(13,067	)		(3,148	)		8,601						(7,614	)		(13,067	)		(3,148	)		8,601						(7,614	)
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						7,928			66,442						74,370
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		(91,549	)		1,781,863			484,280						2,174,594			(91,549	)		1,781,863			484,280						2,174,594


Cash flows from investing activities:
Purchases of receivables					(5,223,167	)		(3,409,809	)		3,409,809			(5,223,167	)					(5,223,167	)		(3,409,809	)		3,409,809			(5,223,167	)
Principal collections and recoveries on receivables					25,014			410,962						435,976						25,014			410,962						435,976
Net proceeds from sale of receivables					3,409,809						(3,409,809	)								3,409,809						(3,409,809	)
Purchases of property and equipment					(38,898	)								(38,898	)					(38,898	)								(38,898	)
Change in restricted cash—securitization notes payable								(54,469	)					(54,469	)								(124,666	)					(124,666	)
Change in restricted cash—warehouse credit facilities								(482,090	)					(482,090	)								(482,090	)					(482,090	)
Change in other assets					(42,061	)		(89,653	)					(131,714	)					(42,061	)		(19,456	)					(61,517	)
Net change in investment in affiliates		(6,150	)		(3,112,261	)		(31,157	)		3,149,568						(6,150	)		(3,112,261	)		(31,157	)		3,149,568


Net cash used by investing activities		(6,150	)		(4,981,564	)		(3,656,216	)		3,149,568			(5,494,362	)		(6,150	)		(4,981,564	)		(3,656,216	)		3,149,568			(5,494,362	)


Cash flows from financing activities:
Net change in warehouse credit facilities								511,886						511,886									511,886						511,886
Proceeds from whole loan purchase facility								875,000						875,000									875,000						875,000
Issuance of securitization notes								1,856,612			(19,021	)		1,837,591									1,856,612			(19,021	)		1,837,591
Payments on securitization notes								(171,720	)					(171,720	)								(171,720	)					(171,720	)
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		(791	)		(6,508	)		(15,968	)					(23,267	)		(791	)		(6,508	)		(15,968	)					(23,267	)
Net change in notes payable		(13,500	)		(506	)								(14,006	)		(13,500	)		(506	)								(14,006	)
Net proceeds from issuance of common stock		479,748			4,940			3,124,397			(3,129,337	)		479,748			479,748			4,940			3,124,397			(3,129,337	)		479,748
Net change in due (to) from affiliates		(341,127	)		3,348,966			(3,009,778	)		1,939						(341,127	)		3,348,966			(3,009,778	)		1,939


Net cash provided by financing activities		94,399			3,346,892			3,170,429			(3,146,419	)		3,465,301			94,399			3,346,892			3,170,429			(3,146,419	)		3,465,301


Net (decrease) increase in cash and cash equivalents		(3,300	)		147,191			(1,507	)		3,149			145,533			(3,300	)		147,191			(1,507	)		3,149			145,533

Effect of Canadian exchange rate changes on cash and cash equivalents		3,300			136			(36	)		(3,149	)		251			3,300			136			(36	)		(3,149	)		251

Cash and cash equivalents at beginning of period					90,806			1,543						92,349						90,806			1,543						92,349


Cash and cash equivalents at end of period	$			$	238,133		$			$			$	238,133		$			$	238,133		$			$			$	238,133

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated				AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	250,957		$	254,828		$	265,617		$	(520,445	)	$	250,957			$	223,753		$	227,624		$	238,413		$	(466,037	)	$	223,753
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation and amortization		4,727			17,870			5,278						27,875				4,727			17,870			5,278						27,875
Provision for loan losses					9,504			38,744						48,248							9,504			38,744						48,248
Deferred income taxes		(133,082	)		3,672			155,856						26,446				(133,082	)		3,672			138,827						9,417
Accretion of present value discount								(121,535	)					(121,535	)									(80,298	)					(80,298	)
Impairment of credit enhancement assets								38,918						38,918
Other-than-temporary impairment																								41,914						41,914
Non-cash gain on sale of receivables								(307,752	)					(307,752	)									(307,752	)					(307,752	)
Distributions from Trusts								182,826						182,826
Distributions from Trusts, net of swap payments																								182,826						182,826
Initial deposits to credit enhancement assets								(303,500	)					(303,500	)									(303,500	)					(303,500	)
Equity in income of affiliates		(254,828	)		(265,617	)					520,445							(227,624	)		(238,413	)					466,037
Changes in assets and liabilities:
Other assets		(1,291	)		(35,607	)		(1,911	)					(38,809	)			(1,291	)		(35,607	)		(1,911	)					(38,809	)
Accrued taxes and expenses		54,409			55,928			(922	)					109,415				54,409			55,928			(922	)					109,415
Purchases of receivables held for sale					(6,494,174	)		(6,412,262	)		6,412,262			(6,494,174	)						(6,494,174	)		(6,412,262	)		6,412,262			(6,494,174	)
Principal collections and recoveries on receivables held for sale					14,611			160,754						175,365							14,611			160,754						175,365
Net proceeds from sale of receivables					6,412,262			5,919,517			(6,412,262	)		5,919,517							6,412,262			5,919,517			(6,412,262	)		5,919,517

Net cash used by operating activities		(79,108	)		(26,723	)		(380,372	)					(486,203	)			(79,108	)		(26,723	)		(380,372	)					(486,203	)


Cash flows from investing activities:
Purchases of property and
equipment					(14,916	)								(14,916	)
Purchases of property and equipment																					(14,916	)								(14,916	)
Change in restricted cash—warehouse credit facilities								(10,667	)					(10,667	)						(2,341	)		(8,326	)					(10,667	)
Change in other assets					(15,157	)		(834	)					(15,991	)						(15,158	)		(833	)					(15,991	)
Net change in investment in affiliates		(33,702	)		(424,774	)		(4,275	)		462,751							(33,702	)		(424,774	)		(4,275	)		462,751

Net cash used by investing activities		(33,702	)		(454,847	)		(15,776	)		462,751			(41,574	)			(33,702	)		(457,189	)		(13,434	)		462,751			(41,574	)


Cash flows from financing activities:																Cash flows from financing activities:
Net change in warehouse credit facilities					62,123			326,205						388,328							62,123			326,205						388,328
Borrowings under credit enhancement facility								182,500						182,500										182,500						182,500
Debt issuance costs		(253	)		(402	)		(15,731	)					(16,386	)			(253	)		(402	)		(15,731	)					(16,386	)
Net change in notes payable		(12,357	)		17									(12,340	)			(12,357	)		17									(12,340	)
Net proceeds from issuance of common stock		15,357			36,382			427,452			(463,834	)		15,357				15,357			36,382			427,452			(463,834	)		15,357
Net change in due (to) from affiliates		112,071			412,259			(524,330	)									112,071			414,549			(526,620	)

Net cash provided by financing activities		114,818			510,379			396,096			(463,834	)		557,459				114,818			512,669			393,806			(463,834	)		557,459


Net increase (decrease) in cash and cash equivalents		2,008			28,809			(52	)		(1,083	)		29,682				2,008			28,757						(1,083	)		29,682

Effect of Canadian exchange rate changes on cash and cash equivalents		(2,008	)		1,063			52			1,083			190				(2,008	)		1,115						1,083			190

Cash and cash equivalents at beginning of period					45,016									45,016							45,016									45,016


Cash and cash equivalents at end of period	$			$	74,888		$			$			$	74,888			$			$	74,888		$			$			$	74,888

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

The Company generates revenue and cash flows primarily from finance charge income earned on finance receivables held on its balance sheet and from servicing securitized finance receivables accounted for as a sale. The Company purchases auto finance receivables from franchised and select independent automobile dealerships and, to a lesser extent, makes auto loans directly to consumers. As used herein, “loans” include auto finance receivables originated by dealers and purchased by the Company as well as extensions of credit made directly by the Company to consumer borrowers. To fund the acquisition of finance receivables prior to securitization, the Company utilizes 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, the Company recognized a gain on the sale of receivables to the Trusts, which represents 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 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 earns monthly base servicing fee income 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 those Trusts.

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 sales of finance receivables. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheet. 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. Historical results may not be indicative of the Company’s future results.

On April 23, 2003, the Board of Directors of the Company announced the reorganization of the Company’s executive management team. Michael R. Barrington stepped down as president and chief executive officer and Michael T. Miller stepped down as chief operating officer. Clifton H. Morris, Jr., chairman of the Board, assumed the chief executive officer position. Daniel E. Berce was promoted from chief financial officer to president. Preston A. Miller was promoted to chief financial officer and Mark Floyd was promoted to chief operating officer.

The Company enters 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 received over the life of the securitizations. Prior to calendar 2001, the Company entered into interest rate swap agreements outside of the securitization Trusts, at the corporate level. Upon implementation of SFAS 133 on July 1, 2000, the swap agreements were valued and recorded separately from the credit enhancement assets on the consolidated balance sheets, 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 hedged 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 rate 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 credit 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 Company restated its financial statements for the year ended June 30, 2002, and for the first three quarters of the year ended June 30, 2003, to reclassify additional unrealized losses to net income from accumulated other comprehensive income. Additionally, in conjunction with the reclassification of unrealized losses to net income, the Company also recorded an other-than-temporary impairment during the June 2002 quarter that resulted in a write down of credit enhancement assets and a $4.9 million, net of tax, decrease in shareholders’ equity at June 30, 2002. The Company also recorded an adjustment to the whole loan purchase facility as of March 31, 2003, to reflect the issuance of a $30.0 million note representing debt issuance costs in the form of a residual interest in the finance receivables transferred. The note was recorded at fair value on the consolidated balance sheet. The restatement had no effect on the cash flows of such transactions.

The restatement resulted in the following changes to prior period financial statements (in thousands, except per share data):

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 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 represents 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 net 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. The assumptions used represent the Company’s best estimates. The use of different assumptions would produce different financial results.

Certain of the Company’s assets, including the Company’s derivative financial instruments and credit enhancement assets related to gain on sale Trusts, are recorded at fair value. Fair values for derivative financial instruments are based on third-party quoted market prices, where possible. However, market prices are not readily available for the Company’s credit enhancement assets

and, accordingly, 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 use of different assumptions would result in different carrying values for the Company’s credit enhancement assets and a change in the accretion of present value discount and impairment of credit enhancement assets recognized through the consolidated statements of income. Additionally, if actual cumulative net credit losses exceed the Company’s estimate, additional impairment of credit enhancement assets could result.

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. As of March 31, 2003, 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.

The Company adopted Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by Statement of Financial Accounting Standards No. 137, “Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133,” Statement of Financial Accounting Standards No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133” and Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS 133”), on July 1, 2000. Unrealized gains and losses on derivatives that arose prior to the initial application of SFAS 133 and that were previously deferred as adjustments of the carrying amount of hedged items were not adjusted. Accordingly, the Company did not record a transition adjustment from the adoption of SFAS 133.

The Company sells fixed rate auto receivables to Trusts that, in turn, sell either fixed rate or floating rate securities to investors. The interest rates on the floating rate securities issued by the Trusts are indexed to various London Interbank Offered Rates (“LIBOR”). The Company utilizes interest rate swap agreements to convert floating rate exposures on securities issued by the Trusts to fixed rates, 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. 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 fair value of the interest rate swap agreements is included in the Company’s consolidated balance sheets, and the related unrealized gains or losses on these agreements are deferred and included in shareholders’ equity as a component of accumulated other comprehensive income. These unrealized gains or losses are recognized as an adjustment to income over the same period in which cash flows from the related credit enhancement assets 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 asset, 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 income.

During fiscal 2002, the Company also utilized an interest rate swap agreement to hedge the change in fair value of certain of its fixed rate senior notes. The change in fair value of the interest rate swap agreement and the senior notes were recognized in income. The interest rate swap agreement has been terminated and the previous adjustments to the carrying value of the senior notes are being amortized into interest expense over the expected life of the senior notes on an effective yield basis.

The Company formally documents all relationships between interest rate swap agreements 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. The Company will discontinue hedge accounting prospectively when it is determined that an interest rate swap agreement has ceased to be highly effective as a hedge.

The Company also utilizes interest rate cap agreements as part of its interest rate risk management strategy for securitization transactions as well as for warehouse credit facilities. The Trusts and the Company’s wholly-owned special purpose finance subsidiaries typically purchase interest rate cap agreements to limit variability in excess cash flows from receivables sold to the Trusts or financed under warehouse credit facilities due to potential increases in interest rates. 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 interest rate cap agreement purchaser bears no obligation or liability if interest rates fall below the “cap” rate. 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 interest rate cap agreements purchased and sold by the Company is included in other assets and derivative financial instruments, respectively, on the Company’s consolidated balance sheets. The intrinsic value of the interest rate cap agreements purchased by the 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.

Three Months Ended March 31, 2003 as compared to Three Months Ended March 31, 2002

The Company’s average managed receivables outstanding consisted of the following (in thousands):

Average managed receivables outstanding increased by 25% as a result of the purchase of loans in excess of collections and charge-offs. The Company purchased $1,317.6 million of auto loans during the three months ended March 31, 2003, compared to purchases of $2,432.4 million during the three months ended March 31, 2002. This decrease resulted from a reduction in the number of

the Company’s branch offices in connection with the Company’s revised operating plan implemented in February 2003. The Company operated 91 auto lending branch offices as of March 31, 2003, compared to 252 as of March 31, 2002.

The average new loan size was $17,011 for the three months ended March 31, 2003, compared to $16,418 for the three months ended March 31, 2002. The increase in average new loan size was due to a change in the mix of business towards financing later model vehicles. The average annual percentage rate for finance receivables purchased during the three months ended March 31, 2003, was 16.2%, compared to 17.6% during the three months ended March 31, 2002. Decreasing short-term market interest rates have lowered the Company’s cost of funds, allowing the Company to pass along some of this benefit to consumers in the form of lower loan pricing.

Finance charge income increased by 126% to $185.9 million for the three months ended March 31, 2003, from $82.2 million for the three months ended March 31, 2002. Finance charge income was higher due to an increase in average on-book receivables that resulted primarily from the Company’s decision to change the structure of securitization transactions to no longer meet the criteria for sales of finance receivables. The Company’s effective yield on its on-book finance receivables decreased to 16.2% for the three months ended March 31, 2003, from 19.6% for the three months ended March 31, 2002. The effective yield decreased due to lower loan pricing.

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. The gain on sale of receivables was ~~$124.1~~

$124.1 million, or 5.2% of receivables securitized, for the three months ended March 31, 2002.

Significant assumptions used in determining the gain on sale of receivables for the three months ended March 31, 2002, 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 unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s carrying value related to such interests when receivables are sold.

Servicing fee income was ~~$96.6~~$103.7 million, or ~~3.4%~~3.6% of average gain on sale auto receivables, for the three months ended March 31, 2003, compared to ~~$97.4~~$78.7 million, or ~~3.5%~~2.8% of average gain on sale auto receivables, for the three months

ended March 31, 2002. Servicing fee income represents accretion of the present value discount on estimated future excess cash flows from the Trusts, base servicing fees and other fees earned by the Company as servicer of the receivables sold to the Trusts. Servicing fee income also includes other-than-temporary impairment charges of ~~$4.9~~$6.8 million and ~~$24.9~~$25.5 million for the three months ended March 31, 2003 and 2002, respectively. Other-than-temporary impairment resulted from increased default rates caused by the continued weakness in the economy, lower than expected recovery proceeds caused by depressed used car values and the expectation that current economic conditions will continue for the foreseeable future.

Operating expenses decreased to $82.3 million for the three months ended March 31, 2003, from $107.9 million for the three months ended March 31, 2002. As an annualized percentage of average managed receivables outstanding, operating expenses decreased to 2.1% for the three months ended March 31, 2003, compared to 3.4% for the three months ended March 31, 2002. Operating expenses improved primarily as a result of a reduction in workforce in November 2002 and implementation of a revised operating plan in February 2003.

The Company recognized a $53.1 million restructuring charge related to the implementation of its revised operating plan. The revised operating plan included a decrease in the Company’s 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. The restructuring charge consisted primarily of

severance costs of identified workforce reductions of approximately 850 positions related to the consolidation/closing of 141 branch offices including the closing of the Company’s Canadian lending operations, costs incurred to terminate facility and equipment leases prior to their termination date as well as estimated costs that will continue to be incurred under the contracts for their remaining terms without economic benefit to the Company. The restructuring charge also includes $20.8 million for discontinuation of the development of the Company’s customer relationship management system, which was designed to provide operational scalability and marketing benefits in a high-growth environment.

The provision for loan losses increased to $77.1 million for the three months ended March 31, 2003, from $16.7 million for the three months ended March 31, 2002. As an annualized percentage of average on-book finance receivables, the provision for loan losses was 6.7% and 4.0% for the three months ended March 31, 2003 and 2002, respectively. Subsequent to September 30, 2002, the Company changed the structure of its securitization transactions to no longer meet the criteria for sales of finance receivables. Under this new structure, finance receivables remain on the Company’s balance sheet throughout their term, and credit losses related to those securitized receivables are provided for as a charge to operations. The remaining increase reflects the general expectation that current economic conditions, including elevated unemployment rates, will result in a higher number of charge-offs, and that depressed

wholesale auction prices on the sale of repossessed vehicles will increase the amount charged-off per loan.

Interest expense increased to $51.6 million for the three months ended March 31, 2003, from $33.1 million for the three months ended March 31, 2002, due to higher debt levels. Average debt outstanding was $4,575.0 million and $2,430.9 million for the three months ended March 31, 2003 and 2002, respectively. The increase in average debt outstanding reflects the accounting for securitization transactions subsequent to September 30, 2002, as secured financings. The Company’s effective rate of interest paid on its debt decreased to 4.6% from 5.5% as a result of lower market interest rates.

The Company’s effective income tax rate was 38.5% for the three months ended March 31, 2003 and 2002.

	Three Months Ended March 31,						Three Months Ended March 31,
	2003			2002			2003			2002
Unrealized losses on credit enhancement assets	$	(9,071	)	$	(6,807	)
Unrealized gains on cash flow hedges		4,291			27,611
Unrealized (losses) gains on credit enhancement assets							$	(9,661	)	$	3,901
Unrealized (losses) gains on cash flow hedges								(2,195	)		35,585
Canadian currency translation adjustment		6,421			53			6,421			53
Income tax benefit (provision)		1,841			(8,009	)		4,565			(15,202	)

	$	3,482		$	12,848		$	(870	)	$	24,337

The unrealized ~~losses~~(losses) gains on credit enhancement assets consisted of the following (in thousands):

	Three Months Ended March 31,
	2003			2002
Unrealized gains at time of sale				$	12,186
Unrealized holding (losses) gains related to changes in credit loss assumptions	$	(2,867	)		27,151
Unrealized holding losses related to changes in interest rates		(2,843	)		(3,048	)
Net reclassification of unrealized gains into earnings		(3,951	)		(32,388	)

	$	(9,661	)	$	3,901

The unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s carrying value related to such interests when receivables are sold. No unrealized gain at time of sale was recorded for the three months ended March 31, 2003, since securitization transactions entered into subsequent to September 30, 2002, were structured as secured financings.

Changes in the fair value of credit enhancement assets as a result of modifications to the credit loss assumptions are reported as unrealized holding gains or losses in other comprehensive income until realized, or, in the case of unrealized holding losses considered to be other-than-temporary, as a charge 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 increased the cumulative credit loss assumptions (including remaining unrealized gains at time of sale) used in measuring the fair value of credit enhancement assets to a range of 10.9% to 13.9% as of March 31, 2003, from a range of 10.7% to 13.6% as of December 31, 2002, which caused an other-than-temporary impairment charge of ~~$4.9~~$6.8 million and unrealized holding losses of ~~$1.5~~$2.9 million for the three months ended March 31, 2003. The range of cumulative credit loss assumptions was increased to reflect adverse actual credit performance compared to previous assumptions primarily due to lower than anticipated recovery values as well as expectations for higher future losses due to continued weakness in the general economy. Unrealized holding ~~losses~~gains of ~~$11.6~~$27.2 million for the three months ended March 31, 2002, resulted from the reclassification of unrealized gains and losses between credit enhancement assets and cash flow hedges. This was partially offset by an increase in the range of cumulative credit loss assumptions for securitization Trusts ~~reflecting~~to reflect adverse actual credit ~~loss experience and~~performance compared to previous assumptions as well as expectations for ~~adverse~~higher future ~~credit loss development as a result of continued weakness in the economy, including higher unemployment rates.~~losses due to economic weakness.

Unrealized holding losses related to changes in interest rates of $2.8 million and $3.0 million for the three months ended March 31, 2003 and 2002, respectively, resulted primarily from a decrease in estimated future cash flows from the Trusts due to lower interest income earned on the investment of restricted cash and collections accounts. The lower earnings were partially offset by a decrease in interest rates payable to investors on the floating rate tranches of securitization transactions.

Net unrealized gains of ~~$4.7~~$4.0 million and ~~$4.3~~$32.4 million were reclassified into earnings during the three months ended March 31, 2003 and 2002, respectively, and relate primarily to recognition of actual excess cash collected over the Company’s initial estimate and recognition of unrealized gains at time of

sale. Included in the ~~$4.7~~$4.0 million of net unrealized ~~gain~~gains recognized during the period is net unrealized gains of ~~$8.1~~$0.7 million related to fluctuations in interest rates offset by cash flow hedges described below.

Unrealized ~~gains~~losses on cash flow hedges were ~~$4.3~~$2.2 million for the three months ended March 31, 2003, compared to ~~$27.6~~unrealized gains of $35.6 million for the three months ended March 31, 2002. Unrealized gains and losses on cash flow hedges are reclassified into earnings as unrealized gains or losses related to interest rate fluctuations on the Company’s credit enhancement assets are

reclassified into earnings. Net unrealized losses reclassified into earnings were ~~$8.1~~$1.6 million for the three months ended March 31, 2003.

Canadian currency translation adjustment gains of $6.4 million and $0.1 million for the three months ended March 31, 2003 and 2002, respectively, were included in other comprehensive income. This unrealized gain is 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 during the period.

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):

The Company evaluates the profitability of its lending activities based partly upon the net margin related to its managed auto loan portfolio, including on-book and gain on sale receivables. The Company uses this information to analyze trends in the components of the profitability of its managed auto portfolio. ~~Net~~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) due to the structure of their securitization transactions, are not required to account for the securitization of their receivables as a sale. ~~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 fee 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.

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

Net margin as a percentage of average managed finance receivables outstanding is as follows (dollars in thousands):

	Three Months Ended March 31,				Three Months Ended March 31,
	2003		2002		2003			2002
Finance charge and other income		17.2%		18.4%		17.2	%		18.4	%
Interest expense		(4.7)		(6.0)		(4.7	)		(6.0	)

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


Average managed finance receivables	$	16,202,400	$	12,990,674	$	16,202,400		$	12,990,674

Net margin as a percentage of average managed finance receivables increased for the three months ended March 31, 2003, compared to the three months ended March 31, 2002, as the Company was able to retain some of the benefit of declining interest rates in its loan pricing strategies.

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

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:

Nine Months Ended March 31, 2003 as compared to Nine Months Ended March 31, 2002

The Company’s average managed receivables outstanding consisted of the following (in thousands):

Average managed receivables outstanding increased by 34% as a result of the purchase of loans in excess of collections and charge-offs. The Company purchased $5,623.7 million of auto loans during the nine months ended March 31, 2003, compared to purchases of $6,503.3 million during the nine months ended March 31, 2002. This decrease resulted from a reduction in the number of the

Company’s branch offices in connection with the Company’s revised operating plan implemented in February 2003.

The average new loan size was $16,791 for the nine months ended March 31, 2003, compared to $16,349 for the nine months ended March 31, 2002. The increase in average new loan size was due to a change in the mix of business towards financing later model vehicles. The average annual percentage rate for finance receivables purchased during the nine months ended March 31, 2003, was 16.8%, compared to 17.8% during the nine months ended March 31, 2002. Decreasing short-term market interest rates have lowered the Company’s cost of funds, allowing the Company to pass along some of this benefit to consumers in the form of lower loan pricing.

Finance charge income increased by 58% to $410.4 million for the nine months ended March 31, 2003, from $259.0 million for the nine months ended March 31, 2002. Finance charge income was higher due to an increase in average on-book receivables that resulted primarily from the Company’s decision to change the structure of securitization transactions to no longer meet the criteria for sales of finance receivables. The Company’s effective yield on its on-book finance receivables decreased to 16.9% for the nine months ended March 31, 2003, from 19.5% for the nine months ended March 31, 2002. The effective yield decreased due to lower loan pricing.

The gain on sale of receivables decreased by 59% to $132.1 million for the nine months ended March 31, 2003, from $325.7 million for the nine months ended March 31, 2002. The decrease in gain on sale of receivables resulted from the Company’s decision to structure securitization transactions subsequent to September 30, 2002, as secured financings. During the nine months ended March 31, 2003, $2,507.9 million of finance receivables

securitized were accounted for as sales of receivables as compared to $6,050.0 million during the nine months ended March 31, 2002. The gain as a percentage of the receivables securitized in gain on sale Trusts remained relatively stable at 5.3% for the nine months ended March 31, 2003, as compared to 5.4% for the nine months ended March 31, 2002.

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

	Nine Months Ended March 31,				Nine Months Ended March 31,
	2003		2002		2003		2002
Cumulative credit losses (including unrealized gains at time of sale)	12.5	%	12.5	%	12.5	%	12.5	%
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	9.8	%	9.8	%	9.8	%	9.8	%

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 unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s carrying value related to such interests when receivables are sold.

Servicing fee income was to ~~$228.5~~$225.6 million, or 2.4% of average gain on sale auto receivables, for the nine months ended March 31, 2003, compared to ~~$277.2~~$232.9 million, or ~~3.7%~~3.1% of average gain on sale auto receivables, for the nine months ended March 31, 2002. Servicing fee income represents accretion of the present value discount on estimated future excess cash flows from the Trusts, base servicing fees and other fees earned by the Company as servicer of the receivables sold to the Trusts. Servicing fee income also includes other-than-temporary impairment charges of ~~$96.7~~$95.8 million and ~~$38.9~~$41.9 million for the nine months ended March 31, 2003 and 2002, respectively. Other-than-temporary impairment resulted from increased default rates caused by the continued weakness in the economy, lower than expected recovery proceeds caused by depressed used car values and the expectation that current economic conditions will continue for the foreseeable future. In addition, the Company’s credit enhancement assets are carried on its financial statements based on the present value of future cash distributions from securitization Trusts. The delay in cash distributions from FSA-insured securitizations reduced the present value of such cash distributions and resulted in further other-than-temporary impairment.

Operating expenses decreased to $300.5 million for the nine months ended March 31, 2003, from $315.7 million for the nine months ended March 31, 2002. As an annualized percentage of average managed receivables outstanding, operating

expenses decreased to 2.5% for the nine months ended March 31, 2003, compared to 3.5% for the nine months ended March 31, 2002. Operating expenses improved primarily as a result of a reduction in workforce in November 2002 and implementation of a revised operating plan in February 2003.

The Company recognized $60.0 million in restructuring charges related to the reduction in the Company’s workforce in November 2002 and the implementation of its revised operating plan in February 2003. The Company recognized a $6.9 million restructuring charge for its November 2002 reduction in workforce and a $53.1 million restructuring charge related to the implementation of its revised operating plan. The revised operating plan included a decrease in the Company’s 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. The restructuring charges recognized during the nine months ended March 31, 2003, consisted primarily of severance costs of identified workforce reductions of approximately 1,200 positions related to the consolidation/closing of 161 branch offices including the closing of the Company’s Canadian lending activities, costs incurred to terminate facility and equipment leases prior to their termination date as well as estimated costs that will continue to be incurred under the contracts for their remaining terms without economic benefit to the Company. The restructuring charge also includes $20.8 million for

discontinuation of the development of the Company’s customer relationship management system, which was designed to provide operational scalability and marketing benefits in a high-growth environment.

The provision for loan losses increased to $229.8 million for the nine months ended March 31, 2003, from $48.2 million for the nine months ended March 31, 2002. As an annualized percentage of average on-book finance receivables, the provision for loan losses was 9.5% and 3.6% for the nine months ended March 31, 2003 and 2002, respectively. Subsequent to September 30, 2002, the Company changed the structure of its securitization transactions to no longer meet the criteria for sales of finance receivables. Under this new structure, finance receivables remain on the Company’s balance sheet throughout their term, and credit losses related to those securitized receivables are provided for as a charge to operations. The remaining increase reflects the general expectation that current economic conditions, including elevated unemployment rates, will result in a higher number of charge-offs, and that depressed wholesale auction prices on the sale of repossessed vehicles will increase the amount charged-off per loan.

Interest expense increased to $131.5 million for the nine months ended March 31, 2003, from $99.3 million for the nine months ended March 31, 2002, due to higher debt levels. Average debt outstanding was $3,612.3 million and $2,314.2 million for the nine months ended March 31, 2003 and 2002, respectively. The increase in average debt outstanding reflects the accounting for securitization transactions subsequent to September 30, 2002, as secured financings. The Company’s effective rate of interest paid on its debt decreased to 4.8% from 5.7% as a result of lower market interest rates.

The Company’s effective income tax rate was 38.5% for the nine months ended March 31, 2003 and 2002.

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

	Nine Months Ended March 31,
	2003			2002
Unrealized (losses) gains on credit enhancement assets	$	(104,185	)	$	21,626
Unrealized gains (losses) on cash flow hedges		19,736			20,848
Canadian currency translation adjustment		3,300			(2,008	)
Income tax benefit (provision)		32,513			(16,352	)

	$	(48,636	)	$	24,114

The unrealized ~~losses~~(losses) gains on credit enhancement assets consisted of the following (in thousands):

	Nine Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002
Unrealized gains at time of sale	$	11,091		$	37,291		$	11,091		$	37,291
Unrealized holding losses related to changes in credit loss assumptions		(62,002	)		(17,745	)
Unrealized holding (losses) gains related to changes in credit loss assumptions								(78,824	)		81,197
Unrealized holding losses related to changes in interest rates		(2,197	)		(14,712	)		(2,197	)		(14,712	)
Net reclassification of unrealized gains into earnings		(31,852	)		(10,663	)		(34,255	)		(82,150	)

	$	(84,960	)	$	(5,829	)	$	(104,185	)	$	21,626

The unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s carrying value related to such interests when receivables are sold. Unrealized gains at time of sale were lower for the nine months ended March 31, 2003, as compared to the nine months ended March 31, 2002, due to the change in the structure of securitization transactions entered into subsequent to September 30, 2002, to no longer meet the criteria for sales of finance receivables.

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.

reflect adverse actual credit performance compared to previous assumptions primarily due to lower than anticipated recovery values as well as expectations for higher future losses due to continued weakness in the general economy. Unrealized holding ~~losses~~gains of ~~$17.7~~$81.2 million for the nine months ended March 31, 2002, resulted from the reclassification of unrealized gains and losses between credit enhancement assets and cash flow hedges. This was partially offset by an increase in the range of cumulative credit loss assumptions for ~~certain~~ securitization Trusts to reflect adverse actual credit performance compared to previous assumptions as well as expectations for higher future losses due to ~~expectations of a general decline in the economy.~~economic weakness.

Unrealized holding losses related to changes in interest rates of $2.2 million and $14.7 million for the nine months ended March 31, 2003 and 2002, respectively, resulted primarily from a decrease in estimated future cash flows from the Trusts due to lower interest income earned on the investment of restricted cash and collections accounts. The lower earnings were partially offset by a decrease in interest rates payable to investors on the floating rate tranches of securitization transactions.

Net unrealized gains of ~~$31.9~~$34.3 million and ~~$10.7~~$82.2 million were reclassified into earnings during the nine months ended March 31, 2003 and 2002, respectively, and relate primarily to recognition of actual excess cash collected over the Company’s initial estimate and recognition of unrealized gains at time of sale. Included in the ~~$31.9~~$34.3 million of net unrealized ~~gain~~gains recognized during the period is net unrealized gains of ~~$28.7~~$13.0 million related to fluctuations in interest rates offset by cash flow hedges described below.

Unrealized ~~losses~~gains on cash flow hedges were ~~$10.3~~$19.7 million for the nine months ended March 31, 2003, compared to ~~unrealized gains of $4.1~~$20.8 million for the nine months ended March 31, 2002. Unrealized losses on cash flow hedges are reclassified into earnings as unrealized gains or losses related to interest rate fluctuations on the Company’s credit enhancement assets are reclassified into earnings. Net unrealized losses reclassified into earnings were ~~$28.7~~$62.0 million for the nine months ended March 31, 2003.

Canadian currency translation adjustment gain of $3.3 million offset losses included in other comprehensive loss for the nine months ended March 31, 2003. This unrealized gain is 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 during the period. Canadian currency translation adjustment loss of $2.0 million was included in other comprehensive loss for the nine months ended March 31, 2002. This unrealized loss is due to the decline in the value of the Company’s Canadian dollar denominated assets related to the increased strength in the U.S. dollar to Canadian dollar conversion rates during the period.

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

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) due to the structure of their securitization transactions, are not required to account for the securitization of their receivables as a sale. 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 fee 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.

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

Net margin as a percentage of average managed finance receivables outstanding is as follows (dollars in thousands):

Net margin as a percentage of average managed finance receivables increased for the nine months ended March 31, 2003, compared to the nine months ended March 31, 2002, as the Company was able to retain some of the benefit of declining interest rates in its loan pricing strategies.

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

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:

	Nine Months Ended March 31,
	2003		2002
Interest expense per consolidated statements of income	$	131,453	$	99,270
Adjustments to reflect expenses incurred by gain on sale Trusts		454,617		461,165

Managed basis interest expense	$	586,070	$	560,435

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 on finance receivables at March 31, 2003. Finance 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.

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 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. Charge-offs of receivables that have been sold to Trusts decrease the amount of excess future cash flows from the Trusts. If such charge-offs are expected to exceed the Company’s original 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.

The following table presents certain data related to the receivables portfolio (dollars in thousands):

	March 31, 2003
	On-Book			Gain on Sale		Total Managed
Principal amount of receivables	$	5,028,731		$	10,820,142	$	15,848,873

Allowance for loan losses and nonaccretable acquisition fees		(285,872	)

Receivables, net	$	4,742,859

Number of outstanding contracts		330,730			882,792		1,213,522

Average principal amount of outstanding contract (in dollars)	$	15,205		$	12,257	$	13,060

Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		5.7	%

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

	March 31, 2003												March 31, 2003
	On-Book				Gain on Sale				Total Managed				On-Book				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	190,969	3.8	%	$	957,461	8.9	%	$	1,148,430	7.3	%	$	190,969	3.8	%	$	957,461	8.9	%	$	1,148,430	7.3	%
Greater than 60 days		68,899	1.4			357,180	3.3			426,079	2.7			68,899	1.4			357,180	3.3			426,079	2.7

		259,868	5.2			1,314,641	12.2			1,574,509	10.0			259,868	5.2			1,314,641	12.2			1,574,509	10.0
In repossession		31,287	0.6			196,556	1.8			227,843	1.4			31,287	0.6			196,556	1.8			227,843	1.4

	$	291,155	5.8	%	$	1,511,197	14.0	%	$	1,802,352	11.4	%	$	291,155	5.8	%	$	1,511,197	14.0	%	$	1,802,352	11.4	%


	March 31, 2002
	On-Book				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	46,967	2.0	%	$	869,307	7.7	%	$	916,274	6.7	%
Greater than 60 days		35,783	1.5			388,990	3.5			424,773	3.1

		82,750	3.5			1,258,297	11.2			1,341,047	9.8
In repossession		15,877	0.6			137,030	1.2			152,907	1.1

	$	98,627	4.1	%	$	1,395,327	12.4	%	$	1,493,954	10.9	%

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 fairly high rate of account movement between current and delinquent status in the portfolio.

Finance receivables that are 31 to 60 days delinquent on a total managed basis were higher as of March 31, 2003, compared to March 31, 2002, due to continued weakness in the economy, including higher unemployment rates, and an increase in the average age of the Company’s managed receivables portfolio. Finance receivables that are greater than 60 days delinquent on a total managed basis were lower as of March 31, 2003, compared to March 31, 2002, due to the Company implementing a more aggressive repossession and liquidation strategy for late-stage delinquent accounts in early calendar 2003.

In accordance with its policies and guidelines, the Company, at times, offers payment deferrals to consumers, whereby the consumer is allowed to move a delinquent payment to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred). The Company’s policies and guidelines, as well as certain contractual restrictions in the Company’s securitization transactions, limit the number and frequency of

deferments that may be granted. An account for which all delinquent payments are deferred is classified as current at the time the deferment is granted. 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 auto receivables outstanding were 7.3% and 6.3% for the three and nine months ended March 31, 2003, respectively, and 4.9% for each of the three and nine months ended March 31, 2002. Of the total amount deferred, on-book finance receivables receiving a payment deferral were 5.2% and 2.8% for the three and nine months ended March 31, 2003, respectively, and 2.5% and 2.4% for the three and nine months ended March 31, 2002, respectively. The percentage of contracts receiving a payment deferral increased during the periods ended March 31, 2003, due to higher delinquency levels in the portfolio. 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.

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

Net charge-offs as an annualized 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. Net charge-offs increased for the periods ended March 31, 2003, compared to the periods ended March 31, 2002, due to continued weakness in the economy, including higher unemployment rates, and lower net recoveries on repossessed vehicles. Recoveries as a percentage of repossession charge-offs decreased due to general declines in used car auction values. In addition, the Company implemented a more aggressive strategy for repossessing and liquidating late-stage delinquent accounts in early calendar 2003 resulting in a higher level of charge-offs in the periods ended March 31, 2003.

The Company’s primary sources of cash have been borrowings under its warehouse credit facilities and transfers of finance receivables to its whole loan purchase facility and to Trusts in securitization transactions. The Company’s primary uses of cash have been purchases of finance receivables and funding credit enhancement requirements for securitization transactions.

The Company used cash of $5,870.8 million and $6,494.2 million for the purchase of finance receivables during the nine months ended March 31, 2003 and 2002, respectively. These purchases were funded initially utilizing warehouse credit facilities and subsequently through either the sale of finance receivables or the long-term financing of finance receivables in securitization or whole loan purchase transactions.

As of March 31, 2003, warehouse credit facilities consisted of the following (in millions):

Maturity	Facility Amount		Advances Outstanding		Facility Amount		Advances Outstanding
September 2003 (a)	$	250.0			$	250.0
December 2003 (a)(b)(d)		500.0	$	500.0		500.0	$	500.0
June 2004 (a)(b)		750.0		750.0		750.0		750.0
February 2005 (a)(b)		500.0		500.0		500.0		500.0
March 2005 (a)(c)		1,950.0		513.5		1,950.0		513.5

	$	3,950.0	$	2,263.5	$	3,950.0	$	2,263.5

The Company terminated its $500.0 million warehouse credit facility that was scheduled to mature in November 2003 and both of its Canadian warehouse credit facilities to realign the Company’s warehouse capacity with lower future loan origination volume.

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, 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 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; under certain circumstances, the Company has the right, but not the obligation, to repurchase the receivables.

The Company has completed thirty-seven auto receivable securitization transactions through March 31, 2003. The proceeds from the transactions were primarily used to repay borrowings outstanding under the Company’s warehouse credit facilities.

Transaction (a)	Date	Original Amount		Balance at March 31, 2003		Date	Original Amount		Balance at March 31, 2003
1999-B	May 1999	$	1,000.0	$	100.7	May 1999	$	1,000.0	$	100.7
1999-C	August 1999		1,000.0		145.0	August 1999		1,000.0		145.0
1999-D	October 1999		900.0		151.8	October 1999		900.0		151.8
2000-A	February 2000		1,300.0		266.7	February 2000		1,300.0		266.7
2000-B	May 2000		1,200.0		311.9	May 2000		1,200.0		311.9
2000-C	August 2000		1,100.0		333.7	August 2000		1,100.0		333.7
2000-1	November 2000		495.0		149.4	November 2000		495.0		149.4
2000-D	November 2000		600.0		216.9	November 2000		600.0		216.9
2001-A	February 2001		1,400.0		542.2	February 2001		1,400.0		542.2
2001-1	April 2001		1,089.0		432.7	April 2001		1,089.0		432.7
2001-B	July 2001		1,850.0		918.8	July 2001		1,850.0		918.8
2001-C	September 2001		1,600.0		876.3	September 2001		1,600.0		876.3
2001-D	October 2001		1,800.0		1,024.5	October 2001		1,800.0		1,024.5
2002-A	February 2002		1,600.0		1,043.1	February 2002		1,600.0		1,043.1
2002-1	April 2002		990.0		668.8	April 2002		990.0		668.8
2002-A Canada (b)	May 2002		145.0		121.9	May 2002		145.0		121.9
2002-B	June 2002		1,200.0		894.8	June 2002		1,200.0		894.8
2002-C	August 2002		1,300.0		1,026.1	August 2002		1,300.0		1,026.1
2002-D	September 2002		600.0		490.7	September 2002		600.0		490.7
2002-EM	October 2002		1,700.0		1,545.1	October 2002		1,700.0		1,545.1
C2002-1 Canada (b)(c)	November 2002		137.0		130.0	November 2002		137.0		130.0

		$	23,006.0	$	11,391.1		$	23,006.0	$	11,391.1

Prior to October 1, 2002, the Company structured its securitization transactions to meet the 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 criteria for sale of finance receivables. 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’s initial cash deposit and overcollateralization transfer for its 2002-EM securitization transaction equaled the full credit enhancement amount required by the financial guaranty insurance policy provider. Therefore, excess cash flows from 2002-EM were distributed to the Company beginning the first month after the receivables were securitized. The Company intends to fund only the initial deposit requirement in future securitization transactions rather than funding the full credit enhancement amount as was the case in the 2002-EM transaction.

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 as well as the use of reinsurance and other alternative credit enhancement products to reduce the required initial deposit to the restricted cash account and initial overcollateralization. The reinsurance used to reduce the Company’s initial cash deposit has typically been arranged by an insurer of the asset-backed securities. However, outstanding reinsurance commitments of $200.0 million from Financial Security Assurance, Inc. (“FSA”) were cancelled by the Company in January 2003. Accordingly, the Company must provide the required initial credit enhancement deposit in future securitization transactions from its existing capital resources.

The Company had a credit enhancement facility with a financial institution which the Company used to fund a portion of the initial cash deposit for securitization transactions through October 2001, similar to the amount covered by the reinsurance as described above. In June 2002, the Company replaced the credit enhancement facility with a $130.0 million letter of credit from a financial institution. There was no balance outstanding under this letter of credit as of March 31, 2003, and the letter of credit has been retired.

The Company’s second 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 initial credit enhancement deposit otherwise required in a securitization transaction in a manner similar to the utilization of reinsurance or other alternative credit enhancements described in the preceding paragraphs. The Company has a revolving credit enhancement facility that provides for borrowings up to $145.0 million for the financing of bonds rated BBB- and BB- by the rating agencies in connection with subordinated securitization transactions. The Company has not utilized this facility and believes that it is unlikely this facility will be utilized prior to its expiration in August 2003 since current market conditions for execution of a senior subordinated securitization transaction by the Company are unfavorable.

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

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, default or net loss triggers) in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased. If a targeted portfolio performance ratio was exceeded in any FSA-insured securitization and a waiver was not granted by FSA, excess 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.

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.

The Company does not expect waivers to be granted by FSA in 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 be used to increase credit enhancement for FSA-insured transactions through fiscal 2004 rather than released to the Company.

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.

In February 2003, the Company implemented an operating plan in an effort 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~~

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.

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 or whole loan purchase 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 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.

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 its 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 hedging 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. The fair value of the interest rate cap agreements purchased and sold is included in other assets and derivative financial instruments on the Company’s 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. Therefore, securities issued under the Company’s securitization transactions may bear fixed or variable interest rates. The Company utilizes several strategies to minimize the impact of interest rate fluctuations in its gross interest rate margin, including the use of derivative financial instruments, the sale or pledging of auto receivables to securitization Trusts and pre-funding of securitization transactions.

The securitization of finance receivables allows the Company to lock in an interest rate on the funding for specific pools of receivables, thereby ensuring a gross interest rate spread throughout the term of the finance receivables. 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.

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 these securities to a fixed rate, thereby (i) 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 or (ii) hedging the variability in future excess cash flows to be received by the Company over the life of a securitization accounted for as a sale that

interest rate risk. 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 if 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 enhancements 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. When economically feasible, the Company may simultaneously sell a corresponding interest rate cap agreement to offset the premium paid to purchase the interest rate cap agreement. The fair value of the interest rate cap agreements purchased by the non-consolidated special purpose finance subsidiaries is considered in the valuation of the credit enhancement assets. The fair value of the interest rate cap agreements sold by the Company is included in derivative financial instruments on the Company’s consolidated balance sheets. Changes in the fair value of the interest rate cap agreements are reflected in interest expense.

The Company also used an interest rate swap agreement to hedge the fair value of certain of its fixed rate senior notes. In August 2002, the Company terminated this interest rate swap agreement. The fair value of the agreement at termination date of $9.7 million is reflected as a premium in the carrying value of the senior notes and is being amortized into interest expense over the expected term of the senior notes.

Management monitors the Company’s hedging activities to ensure that the value of hedges, 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. There have been no material changes in the Company’s interest rate risk exposure since June 30, 2002.

In June 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”). SFAS 146 addresses the accounting and reporting for costs associated with exit or disposal activities and certain costs associated with those activities. SFAS 146 guidance was applied to restructuring charges associated with the Company’s revised operating plan implemented in February 2003.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). This interpretation

statements about obligations under certain guarantees issues. FIN 45 also provides guidance on when a guarantor is required to recognize a liability for the obligation taken in issuing the guarantee. The adoption of this interpretation did not have a significant impact on the Company’s financial position or results of operations. This interpretation is effective for guarantees issued or modified after December 15, 2002. The required disclosures are effective for and are included in the Company’s March 31, 2003, quarterly financial statements.

In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure” (“SFAS 148”). SFAS 148 amends Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends disclosure requirements of SFAS 123 to require disclosures in both annual and quarterly financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company does not anticipate that the adoption of this statement will have any impact on the Company’s financial position or results of operations. This statement is effective for the Company’s March 31, 2003, quarterly financial statements and the required disclosures are included in such financial statements.

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). This interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” addresses consolidation by business enterprises of variable interest entities with certain characteristics. FIN 46 is effective immediately for all enterprises with variable interests in variable interest entities created after January 31, 2003 and is effective beginning with the September 30, 2003, quarterly financial statements for all variable interests in a variable interest entity created before February 1, 2003. The Company does not anticipate that the adoption of this interpretation will have any impact on the Company’s financial position or results of operations as the Company’s securitization transactions which were accounted for as sales of finance receivables were structured using qualified special purpose entities, which are excluded from the scope of this interpretation.

In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS 149”). SFAS 149 amends Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) for certain decisions made as part of the Derivatives Implementation Group process. SFAS 149 also amends SFAS 133 to incorporate clarifications of the definition of a derivative. This statement is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. The Company does not anticipate

that the adoption of this statement will have a significant impact on the Company’s financial position or results of operations.

The preceding Notes to Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections contain 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 the Company’s Annual Report on Form 10-K for the year ended June 30, 2002. 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.

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

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 Chairman of the Board and the Chief Executive Officer (the “CEO”), the President (the “President”) and the Chief Financial Officer (the “CFO”), as appropriate to allow timely decisions regarding required disclosure.

The CEO, President and CFO, with the participation of management, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within ninety days before the filing date of this quarterly report on Form 10-Q. Based on their evaluation, they have concluded, to the best of their knowledge and belief, that the disclosure controls and procedures are

effective. No significant changes were made in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

A report on Form 8-K was filed with the Commission on April 3, 2003, announcing the transfer of $1.0 billion of auto receivables into a whole loan purchase facility. A report on Form 8-K was filed with the Commission on April 23, 2003, to report the Company’s press releases dated April 23, 2003, announcing a reorganization of the Company’s executive management team and third quarter earnings.

Certain subsidiaries and affiliates of the Company filed reports on Form 8-K during the quarterly period ended March 31, 2003, reporting monthly information related to securitization trusts.

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

~~I, the undersigned Clifton H. Morris, Jr., Chairman of the Board and Chief Executive Officer of AmeriCredit Corp. (the “Company”), certify that:~~

~~I, the undersigned Daniel E. Berce, President of AmeriCredit Corp. (the “Company”), certify that:~~

~~I, the undersigned, Preston A. Miller, Executive Vice President, Chief~~ Financial Officer and Treasurer ~~of AmeriCredit Corp. (the “Company”), certify that:~~


			Page

Part I.		FINANCIAL INFORMATION

	Item 1.	FINANCIAL STATEMENTS		3 4

		Consolidated Balance ~~Sheets –~~ Sheets—March 31, 2003 and June 30, 2002		3 4

		Consolidated Statements of Income and Comprehensive ~~Income –~~ Income—Three and Nine Months Ended March 31, 2003 and 2002		4 5

		Consolidated Statements of Cash ~~Flows –~~ Flows—Nine Months Ended March 31, 2003 and 2002		5 6

		Notes to Consolidated Financial Statements		6 7

	Item 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		30 33

	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		60 67

	Item 4.	CONTROLS AND PROCEDURES		60 67

Part II.		OTHER INFORMATION

	Item 1.	LEGAL PROCEEDINGS		61 69

	Item 2.	CHANGES IN SECURITIES		62 70

	Item 3.	DEFAULTS UPON SENIOR SECURITIES		62 70

	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		62 70

	Item 5.	OTHER INFORMATION		62 70

	Item 6.	EXHIBITS AND REPORTS ON FORM 8-K		62 70

SIGNATURE		65

~~CERTIFICATIONS~~				66 73

	March 31, 2003			June 30, 2002
Finance receivables owned	$	3,185,974		$	2,261,718
Finance receivables securitized		1,842,757
Less nonaccretable acquisition fees		(98,376	)		(40,618	)
Less allowance for loan losses		(187,496	)		(22,709	)

	$	4,742,859		$	2,198,391

	Three Months Ended March 31,						Nine Months Ended March 31,
	2003			2002			2003			2002
Balance at beginning of period	$	218,433		$	65,770		$	63,327		$	52,363
Provision for loan losses		77,109			16,739			229,785			48,248
Nonaccretable acquisition fees		23,026			46,386			102,523			126,334
Allowance related to receivables sold to Trusts					(46,105	)		(44,766	)		(122,347	)
Net charge-offs		(32,696	)		(16,579	)		(64,997	)		(38,387	)

Balance at end of period	$	285,872		$	66,211		$	285,872		$	66,211

	Three Months Ended March 31,
	2003		2002
Finance charge and other income per consolidated statements of income	$	191,087	$	85,255
Adjustments to reflect income earned on receivables in gain on sale Trusts		497,295		504,422

Managed basis finance charge and other income	$	688,382	$	589,677

	Nine Months Ended March 31,
	2003		2002
On-book	$	3,237,909	$	1,771,980
Gain on sale		12,614,872		10,098,419

Total managed	$	15,852,781	$	11,870,399

	March 31, 2003			June 30, 2002
Credit enhancement assets:
Previous	$	1,479,206		$	1,549,132
As restated		1,479,206			1,541,218
Total assets:
Previous	$	7,521,319		$	4,217,017
As restated		7,548,440			4,224,931
Whole loan purchase facility:
Previous	$	875,000
As restated		902,121
Accumulated other comprehensive (loss) income:
Previous	$	(12,515	)	$	42,797
As restated		22,207			70,843
Shareholder’s equity:
Previous	$	1,912,557		$	1,432,316
As restated		1,912,557			1,427,449


~~10.1~~		Eighth Letter Modification Agreement, dated January 27, 2003, between ACF Investment Corp. and Wells Fargo Bank Texas

*10.2		Amendment No. 4, dated as of February 18, 2003, to the Credit Agreement dated as of August 23, 2001, among AmeriCredit Financial Services of Canada Ltd., AmeriCredit Financial Services, Inc. and Merrill Lynch Capital Canada Ltd.

*10.3		Amendment No. 1, dated as of February 18, 2003, to the Credit Agreement dated as of November 1, 2001, among AmeriCredit ML Trust, AmeriCredit Financial Services, Inc., Merrill Lynch Mortgage Capital Inc., AmeriCredit Funding Corp. VIII, Bank One, NA and AmeriCredit Corp.

*10.4		Amendment No. 1, dated as of February 27, 2003, to the Loan Agreement dated as of April 30, 2002, among AmeriCredit Financial Services of Canada Ltd., AmeriCredit Canada Funding Trust, CIBC Mellon Trust Company and Congress Financial Corporation (Canada)

*10.5		Amendment No. 2, dated as of February 1, 2003, to the Security Agreement dated as of December 18, 2000, among AmeriCredit MTN Trust, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

*10.6		Waiver, dated February 28, 2003, concerning the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

*10.7		Amendment No. 3, dated as of February 28, 2003, to the Security Agreement dated as of December 18, 2000, among AmeriCredit MTN Trust, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

*10.8		Amendment No. 2, dated as of February 1, 2003, to the Security Agreement dated as of June 12, 2001, among AmeriCredit MTN Trust II, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

*10.9		Waiver, dated February 28, 2003, concerning the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust II, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC


*10.10		Amendment No. 3, dated as of February 28, 2003, to the Security Agreement dated as of June 12, 2001, among AmeriCredit MTN Trust II, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

*10.11		Amendment No. 2, dated as of February 1, 2003, to the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust III, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

*10.12		Waiver, dated February 28, 2003, concerning the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust III, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

*10.13		Amendment No. 3, dated as of February 28, 2003, to the Security Agreement dated as of February 25, 2002, among AmeriCredit MTN Trust III, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC

*10.14		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

*10.15		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

*10.16		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

*10.17		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

*10.18		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

*10.19		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

*10.20		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


*10.21		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

*10.22		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

*10.23		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

~~99.1~~31.1		Officers’ Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002

~~Clifton H. Morris, Jr.’s Certification~~32.1		Officers’ Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002

~~99.2~~		~~Daniel E. Berce’s Certification of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002~~

~~99.3~~		~~Preston A. Miller’s Certification of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002~~

			AmeriCredit Corp. ~~(Registrant)~~

~~Date: May 15, 2003~~			~~By:~~	~~/s/ Preston A. Miller~~ ~~(Signature)~~

		(Registrant)

Date: September 29, 2003	By:	/s/ PRESTON A. MILLER
		~~Preston A. Miller~~ ~~Executive Vice President, Chief~~ ~~Financial Officer and Treasurer~~