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~~156,497,365 shares of common stock, $0.01 par value outstanding as of ~~April 30,~~October 31, 2003.

	March 31, 2003			June 30, 2002			September 30, 2003			June 30, 2003
ASSETS
Cash and cash equivalents	$	238,133		$	92,349		$	357,985		$	316,921
Finance receivables, net		4,742,859			2,198,391			5,404,569			4,996,616
Interest-only receivables from Trusts		375,590			514,497			214,949			213,084
Investments in Trust receivables		769,492			691,065			684,144			760,528
Restricted cash—gain on sale Trusts		334,124			343,570
Restricted cash—securitization notes payable		54,688
Restricted cash—warehouse credit facilities		538,561			56,479
Restricted cash – gain on sale Trusts								383,557			387,006
Restricted cash – securitization notes payable								272,468			229,917
Restricted cash – warehouse credit facilities								327,376			764,832
Property and equipment, net		130,147			120,505			117,681			123,713
Other assets		337,725			208,075			236,742			315,412


Total assets	$	7,521,319		$	4,224,931		$	7,999,471		$	8,108,029

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities	$	2,263,547		$	1,751,974		$	1,373,616		$	1,272,438
Whole loan purchase facility		875,000									902,873
Securitization notes payable		1,675,106						3,848,446			3,281,370
Senior notes		379,050			418,074			370,634			378,432
Other notes payable		65,914			66,811			31,941			34,599
Funding payable		23,082			126,893			122,053			25,562
Accrued taxes and expenses		193,534			194,260			158,371			162,433
Derivative financial instruments		82,962			85,922			58,091			66,531
Deferred income taxes		50,567			148,681			110,849			103,162


Total liabilities		5,608,762			2,792,615			6,074,001			6,227,400


Commitments and contingencies (Note 11)
Commitments and contingencies (Note 10)

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
Common stock, $0.01 par value per share; 230,000,000 shares authorized; 160,315,446 and 160,272,366 shares issued								1,603			1,603
Additional paid-in capital		1,062,982			573,956			1,064,985			1,064,641
Accumulated other comprehensive (loss) income		(12,515	)		42,797
Accumulated other comprehensive income								16,340			5,168
Retained earnings		872,519			832,446			854,067			820,742

		1,936,995			1,892,154
		1,924,589			1,450,116

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

Treasury stock, at cost (3,821,495 and 3,821,495 shares)								(11,525	)		(11,525	)

Total shareholders’ equity		1,912,557			1,432,316			1,925,470			1,880,629


Total liabilities and shareholders’ equity	$	7,521,319		$	4,224,931		$	7,999,471		$	8,108,029

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 September 30,
	2003			2002			2003			2002			2003			2002
Revenue
Finance charge income	$	185,857		$	82,188		$	410,429		$	259,012		$	211,772		$	90,629
Servicing fee income		96,646			97,362			228,507			277,168
Servicing income														68,992			116,934
Gain on sale of receivables					124,112			132,084			325,732						132,084
Other income		5,230			3,067			15,863			9,317			7,481			5,020


		287,733			306,729			786,883			871,229
														288,245			344,667

Costs and expenses
Operating expenses		82,347			107,885			300,516			315,651			80,984			115,826
Provision for loan losses		77,109			16,739			229,785			48,248			64,243			65,784
Interest expense		51,550			33,123			131,453			99,270			88,744			40,019
Restructuring charges		53,071						59,970						739

		264,077			157,747			721,724			463,169			234,710			221,629


Income before income taxes		23,656			148,982			65,159			408,060			53,535			123,038

Income tax provision		9,107			57,358			25,086			157,103			20,210			47,370


Net income		14,549			91,624			40,073			250,957			33,325			75,668


Other comprehensive income (loss)
Unrealized losses on credit enhancement assets		(9,071	)		(6,807	)		(84,960	)		(5,829	)
Unrealized gains on credit enhancement assets														11,602			513
Unrealized gains (losses) on cash flow hedges		4,291			27,611			(10,344	)		4,068			7,541			(10,825	)
Canadian currency translation adjustment		6,421			53			3,300			(2,008	)
Income tax benefit (provision)		1,841			(8,009	)		36,692			679

Foreign currency translation adjustment														(601	)		(3,426	)
Income tax (provision) benefit														(7,370	)		3,970

Other comprehensive income (loss)		3,482			12,848			(55,312	)		(3,090	)		11,172			(9,768	)


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

Comprehensive income													$	44,497		$	65,900

Earnings per share
Basic	$	0.09		$	1.08		$	0.31		$	2.97		$	0.21		$	0.88

Diluted	$	0.09		$	1.02		$	0.30		$	2.81		$	0.21		$	0.87


Weighted average shares outstanding		155,492,651			84,988,165			131,268,991			84,470,535			156,467,588			85,839,717

Weighted average shares and assumed incremental shares		155,494,768			89,509,209			131,677,520			89,334,924			156,844,007			87,063,187

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

	Nine Months Ended March 31,						Three Months Ended September 30,
	2003			2002			2003			2002
Cash flows from operating activities
Net income	$	40,073		$	250,957		$	33,325		$	75,668
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,353			27,875			42,319			11,153
Provision for loan losses		229,785			48,248			64,243			65,784
Deferred income taxes		(61,008	)		26,446			401			5,561
Accretion of present value discount		(89,271	)		(121,535	)		(24,706	)		(52,353	)
Impairment of credit enhancement assets		96,738			38,918			13,255			18,309
Non-cash gain on sale of receivables		(124,831	)		(307,752	)					(124,831	)
Non-cash restructuring charges		38,546
Other		3,860						1,950			6,029
Distributions from Trusts		144,602			182,826
Distributions from gain on sale Trusts, net of swap payments								82,292			63,262
Initial deposits to credit enhancement assets		(58,101	)		(303,500	)					(58,101	)
Changes in assets and liabilities:
Other assets		3,386			(38,809	)		21,568			(24,724	)
Accrued taxes and expenses		(7,614	)		109,415			(2,482	)		34,877
Purchases of receivables held for sale		(647,647	)		(6,494,174	)					(647,647	)
Principal collections and recoveries on receivables held for sale		74,370			175,365						74,370
Net proceeds from sale of receivables		2,495,353			5,919,517						2,495,353

Net cash provided (used) by operating activities		2,174,594			(486,203	)
Net cash provided by operating activities								232,165			1,942,710

Cash flows from investing activities
Purchases of receivables		(5,223,167	)					(821,265	)		(1,822,523	)
Principal collections and recoveries on receivables		435,976						453,639
Purchases of property and equipment		(38,898	)		(14,916	)		(1,454	)		(2,841	)
Change in restricted cash—securitization notes payable		(54,469	)
Change in restricted cash—warehouse credit facilities		(482,090	)		(10,667	)
Change in restricted cash – securitization notes payable								(42,578	)
Change in restricted cash – warehouse credit facilities								437,456			(170,010	)
Change in other assets		(131,714	)		(15,991	)		36,850			4,233

Net cash used by investing activities		(5,494,362	)		(41,574	)
Net cash provided (used) by investing activities								62,648			(1,991,141	)

Cash flows from financing activities
Net change in warehouse credit facilities		511,886			388,328			101,178			69,332
Proceeds from whole loan purchase facility		875,000
Repayment of whole loan purchase facility								(905,000	)
Issuance of securitization notes		1,837,591						915,000
Payments on securitization notes		(171,720	)					(347,078	)
Senior notes swap settlement		9,700									9,700
Retirement of senior notes		(39,631	)					(7,250	)		(39,631	)
Borrowings under credit enhancement facility					182,500
Debt issuance costs		(23,267	)		(16,386	)		(7,954	)		(9,230	)
Net change in notes payable		(14,006	)		(12,340	)		(2,640	)		(4,279	)
Net proceeds from issuance of common stock		479,748			15,357			309			372

Net cash provided by financing activities		3,465,301			557,459
Net cash (used) provided by financing activities								(253,435	)		26,264

Net increase in cash and cash equivalents		145,533			29,682
Net increase (decrease) in cash and cash equivalents								41,378			(22,167	)

Effect of Canadian exchange rate changes on cash and cash equivalents		251			190			(314	)		(95	)

Cash and cash equivalents at beginning of period		92,349			45,016			316,921			92,349

Cash and cash equivalents at end of period	$	238,133		$	74,888		$	357,985		$	70,087

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,~~September 30, 2003, and for the ~~nine~~three months ended ~~March 31,~~September 30, 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: certain cash accounts on the consolidated balance sheets and initial deposits to credit enhancement assets as well as 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 that are included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2003.

On July 1, 2003, the Company adopted the fair value recognition provision of Statement of Financial Accounting Standards No. 123, “Accounting for Stock - Based Compensation” (“SFAS 123”), prospectively for all awards granted, modified or settled after June 30, 2003. The prospective method is one of the adoption methods provided for under Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” issued in December 2002. SFAS 123 requires that compensation cost for all stock awards be calculated and recognized over the service period. This compensation cost is determined using option pricing models that are intended to estimate the fair value of awards at the grant date. The Company recognized compensation expense of $75,000 ($47,000 net of tax) during the three months ended September 30, 2003, for options granted subsequent to June 30, 2003.

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

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

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, 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.

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. The Company has been contacted by the staff of the Securities and Exchange Commission (“SEC”) and informally requested to provide the staff with certain documents and other information related to the restatement. The Company intends to voluntarily cooperate with this request and to assist the SEC in its review of the restatement.

Finance receivables securitized represent receivables transferred to the Company’s special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $1,233.5 million and $604.1 million pledged under the Company’s warehouse credit facilities as of September 30 and June 30, 2003, respectively. Additionally, $989.1 million of finance receivables was transferred to the whole loan purchase facility as of June 30, 2003.

The accrual of finance charge income has been suspended on $255.0 million and $214.7 million of delinquent finance receivables as of September 30 and June 30, 2003, respectively.

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

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):

As of September 30 and June 30, 2003, the Company was servicing $12,426.7 million and $13,133.2 million, respectively, of finance receivables that have been transferred to the Trusts.

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

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~~

Prior to October 2002, the financial guaranty insurance policies for all of the Company’s insured securitization transactions were provided by Financial Security Assurance, Inc. (“FSA”) and are referred to herein as the “FSA Program.” The restricted cash account for each securitization Trust insured as part of the FSA Program is cross-collateralized to the restricted cash accounts established in connection with the Company’s other securitization ~~and a waiver was not granted by~~Trusts in the FSA Program, such that excess cash flows from ~~all of the Company’s FSA-insured securitizations could~~a performing securitization Trust may be used ~~by the insurer~~ to ~~increase~~fund increased minimum credit enhancement ~~for the~~requirements with respect to securitization Trusts in which ~~a ratio was~~specified portfolio performance ratios have been 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~~In August and September 2003, the higher targeted credit enhancement levels were reached and maintained in the six FSA Program securitization transactions that had breached targeted net loss triggers. Accordingly, excess cash of $86.3 million were distributed to the Company from the FSA Program during the three months ended September 30, 2003. However, the targeted net loss triggers are expected to be breached on two more FSA Program securitization Trusts during the three months ended December 31, 2003, and the Company believes that it is

probable that net loss triggers on additional ~~FSA-insured~~FSA Program 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.~~

fiscal 2004. The Company does not expect waivers to be granted by FSA in the future with respect to securitizations that breach ~~net loss~~portfolio performance triggers and estimates that cash otherwise distributable by the Trusts on ~~FSA-insured~~FSA Program securitization transactions will ~~continue to~~ be used to increase credit enhancement for ~~FSA-insured~~other FSA Program 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 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), 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.

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

At the time of 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~~for the remainder of assets will increase if targeted portfolio performance ratios are exceeded (see Note 2). Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced.fiscal 2004.

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:~~

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

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

Subsequent to September 30, 2002, the Company’s securitization transactions were structured as secured financings. Accordingly, credit enhancement assets are not characterized as interest-only receivables from Trusts, investments in Trust receivables and restricted cash—gain on sale Trusts. Cash pledged to support the securitization transaction is deposited to a restricted account and recorded on the Company’s consolidated balance sheet as restricted cash – securitization notes payable. Additionally, investments in Trust receivables, or overcollateralization, is calculated as the difference between finance

receivables securitized and securitization notes payable. Under the secured financing securitization structure, interest-only receivables from Trusts are not reflected as an asset but will be recognized through earnings in future periods.

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

Further detail regarding terms and availability of the warehouse credit facilities as of September 30, 2003, follows (in thousands):

The Company’s warehouse credit facilities are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits. Under these funding agreements, the Company transfers finance receivables to special purpose finance subsidiaries of the Company. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance receivables and cash. The agents provide funding under the notes to the subsidiaries pursuant to an advance formula, and the subsidiaries forward the funds to the Company in consideration for the transfer of ~~auto~~finance receivables. While these subsidiaries are included in the Company’s consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to creditors of AmeriCredit Corp. or its other subsidiaries. Advances under the funding agreements bear interest at commercial paper, ~~London Interbank Offered Rates (“LIBOR”)~~LIBOR or prime rates plus specified fees depending upon the source of funds provided by the agents. The ~~funding agreements contain various covenants requiring certain minimum financial ratios and cumulative net loss, delinquency and repossession ratios. As of March 31, 2003, none of the~~

~~Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels. The~~ Company is ~~also~~ required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, the funding agreements contain various covenants requiring certain minimum financial ratios, asset quality, and portfolio performance ratios (cumulative net loss, delinquency and repossession ratios) as well as deferment levels. Failure to meet any of these covenants, financial ratios or financial tests could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests

against collateral pledged under these agreements or restrict the Company’s ability to obtain additional borrowings under these agreements. As of September 30, 2003, none of the Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels.

Debt issuance costs are being amortized over the expected term of the warehouse credit facilities. Unamortized costs of $8.9 million and $7.7 million as of September 30 and June 30, 2003, respectively, are included in other assets on the consolidated balance sheets.

In November 2003, the Company renewed and extended the terms of its $1,950.0 million warehouse credit facility. Accordingly, $150.0 million of this warehouse credit facility will mature in November 2004 and the remaining $1,800.0 will mature in November 2006. Additionally, the Company amended certain covenants provided under this facility and medium term note facility, including an increase in the maximum annualized portfolio net loss ratio.

In March 2003, the Company entered into a whole loan purchase facility with an original term of approximately four years under which the Company transferred $1.0 billion of finance receivables to a special purpose finance subsidiary of the Company and received an advance of $875.0 ~~million. Under~~million from the ~~purchase facility, during~~purchaser. Additionally, the Company issued a ~~revolving period ending~~$30.0 million note to the purchaser representing debt issuance costs in the form of a residual interest in the finance receivables transferred. In September 2003, the Company 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 onterminated the whole loan purchase facility ~~bear interest at~~and recognized deferred debt issuance costs of $29.0 million associated with 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~~facility as a ~~secured financing.~~component of interest expense on the consolidated statement of income.

~~The~~Securitization notes payable represents debt issued by the Company ~~has changed the structure of its~~in securitization transactions ~~to no longer meet~~accounted for as secured financings. Debt issuance costs are being amortized over the ~~criteria for sale of finance receivables. Accordingly, following a securitization, the finance receivables, transferred to special purpose finance subsidiaries~~expected term of the ~~Company,~~securitizations; accordingly, unamortized costs of $18.2 million and ~~related securitization notes payable remain~~$17.2 million as of September 30 and June 30, 2003, respectively, are included in other assets on the consolidated balance ~~sheet. While these subsidiaries are included in~~sheets.

As of September 30, 2003, securitization notes payable consists of 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~~following (dollars in ~~millions)~~thousands):

(b)

The balance at September 30, 2003, reflects fluctuations in foreign currency translation rates and principal paydowns.

(c)

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

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.9 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of ~~March 31,~~September 30 and June 30, 2003, ~~all affected employees have been notified~~the Company had interest rate swap agreements with underlying notional amounts of ~~their termination. Certain contractual payments associated with the revised operating plan will extend through the remaining terms~~$2,145.9 million and $2,385.6 million, respectively. These agreements had unrealized losses of ~~leases that have not been terminated. A liability~~approximately $19.7 million and $27.2 million as of ~~$12.8 million~~September 30 and June 30, 2003, respectively. The ineffectiveness 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~~interest rate swap agreements was not material for the three ~~months~~month periods ended ~~March 31,~~September 30, 2003 and 2002. The Company estimates approximately $16.5 million of unrealized losses included in other comprehensive income will be reclassified into earnings within the next twelve months. The fair value of the Company’s interest rate cap assets of $20.0 million and $11.5 million as of September 30 and June 30, 2003, respectively, are included in other assets on the consolidated balance sheets. The fair value of the Company’s interest rate cap liabilities of $10.1 million and $1.7 million as of September 30 and June 30, 2003, respectively, are included in derivative financial instruments on the consolidated balance sheets. Under the terms of its derivative financial instruments, the Company is ~~as follows (in thousands):~~required to pledge certain funds to be held in restricted cash accounts representing the fair value of the derivative financial instruments. As of September 30 and June 30, 2003, these restricted cash accounts totaled $54.5 million and $57.8 million, respectively, and are included in other assets on the consolidated balance sheets.

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~~$24.0 million and ~~$78.3~~$29.4 million at ~~March 31, 2003~~September 30 and June 30, ~~2002,~~2003, respectively. ~~Subordinated~~The remaining 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~~sheets 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).~~subsidiaries. As of ~~March 31,~~September 30, 2003, the carrying value of the senior notes was ~~$379.1~~$370.6 million. See guarantor consolidating financial statements in Note 14.

The Company has committed to utilizing specific financial guaranty insurance providers in connection with certain of its future securitizations. The Company’s commitment to one insurer provides for a specified proportion of financial guaranty insurance usage during defined periods of time over 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.next four fiscal years.

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.~~contract and discriminatory treatment of credit applicants. Some litigation against the Company could take the form of class action complaints by consumers. As the assignee of finance contracts originated by dealers, the Company may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The

damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but 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~~for the Northern District of Texas, Fort Worth ~~Texas.~~Division. The consolidated lawsuit claims, among other allegations, that deferments were improperly granted by the Company to avoid delinquency triggers in securitization transactions and enhance cash ~~flow,~~flows to incorrectly report charge-offs and delinquency percentages, thereby causing the Company to misrepresent its financial performance throughout the alleged class period. The Company believes that its granting of deferments, which is a common practice within the auto finance industry, complied ~~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, a complaint has been filed against the Company and certain of its officers and directors in the 48^th Judicial District Court of Tarrant County, Texas alleging violations of Sections 11 and 15 of the Securities Act of 1933 in connection with the Company’s secondary public offering of common stock on October 1, 2002. This lawsuit, which seeks class action status on behalf of all persons who purchased in such secondary offering, alleges that the Company’s registration statement and prospectus for the offering contained untrue statements of material facts and omitted to state material facts necessary to make other statements in the registration statement not misleading. This lawsuit has been removed by the Company to the United States District Court for the Northern District of Texas, Fort Worth Division, where a motion filed by the plaintiff seeking remand to the state district court is presently pending. In the opinion of management, this lawsuit is without merit and the Company intends to vigorously defend against it.

Two shareholder derivative actions have also been served on the Company. On February 27, 2003, the Company was served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. ~~This lawsuit alleges~~A second shareholder derivative action was filed in the District Court of Tarrant County, Texas 48^th Judicial District, on August 19, 2003, entitled David Harris, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. Both of these shareholder derivative actions allege, among other complaints, that certain officers and directors of the Company breached their respective fiduciary duties by causing the Company to make improper deferments, violated federal and state securities laws and issued misleading financial statements. The substantive allegations in both of the derivative actions 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~~However, an adverse resolution of the litigation pending or threatened against the Company, including the proceedings specifically described in this section, ~~will not~~could have a material adverse 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~~recorded restructuring charges during the year ended June 30, 2003, related to ~~adopt~~ the ~~fair value-based method~~implementation of ~~accounting for stock-based awards and, accordingly, no compensation expense has been recognized for options granted under these plans.~~a revised operating plan.

~~The following table illustrates~~A summary of the ~~effect~~liability, which is included in accrued taxes and expenses on ~~net income and earnings per share had compensation expense~~the consolidated balance sheets, for the ~~Company’s plans been determined using the fair value-based method (in thousands):~~

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

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 millionrestructuring charges related to ~~this agreement during~~the revised operating plan for the three months ended September 30, ~~2002.~~2003, is as follows (in thousands):

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 September 30,
									2003		2002
Net income									$	33,325	$	75,668
	2003		2002		2003		2002
Weighted average shares outstanding		155,492,651		84,988,165		131,268,991		84,470,535		156,467,588		85,839,717

Incremental shares resulting from assumed conversions:
Stock options		2,117		4,521,044		403,597		4,864,389		338,640		1,208,675
Warrants						4,932				37,779		14,795

		2,117		4,521,044		408,529		4,864,389		376,419		1,223,470


Weighted average shares and assumed incremental shares		155,494,768		89,509,209		131,677,520		89,334,924		156,844,007		87,063,187


Net income	$	14,549	$	91,624	$	40,073	$	250,957


Earnings per share:
Basic	$	0.09	$	1.08	$	0.31	$	2.97	$	0.21	$	0.88


Diluted	$	0.09	$	1.02	$	0.30	$	2.81	$	0.21	$	0.87

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~~prices for the ~~period was~~periods were used to determine the number of incremental shares.

Options to purchase approximately ~~11.1~~11.7 million and ~~8.0~~8.3 million shares of common stock at ~~March 31,~~September 30, 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,				Three Months Ended September 30,
	2003		2002		2003		2002
Interest costs ($345 capitalized in 2002)	$	119,626	$	105,187
Interest costs (none capitalized)					$	56,770	$	37,583
Income taxes		110,648		75,197		11,413		17,362

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

During the ~~nine~~three months ended ~~March 31, 2003 and~~September 30, 2002, the Company entered into capital lease agreements for property and equipment of ~~$13.0 million and $47.8 million, respectively.~~$2.1 million. No capital lease agreements were entered into during the three months ended September 30, 2003.

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 million and $66.9 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 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						$	357,590		$	395				$	357,985
Finance receivables, net					103,245		$	4,639,614					4,742,859							270,512			5,134,057					5,404,569
Interest-only receivables from Trusts					4,062			371,528					375,590										214,949					214,949
Investments in Trust receivables					17,095			752,397					769,492							11,168			672,976					684,144
Restricted cash—gain on sale Trusts					2,843			331,281					334,124
Restricted cash—securitization notes payable								54,688					54,688
Restricted cash—warehouse credit facilities								538,561					538,561
Restricted cash - gain on sale Trusts																				3,535			380,022					383,557
Restricted cash - securitization notes payable																							272,468					272,468
Restricted cash - warehouse credit facilities																							327,376					327,376
Property and equipment, net	$	349			129,798								130,147			$	349			117,328			4					117,681
Other assets		8,743			202,188			126,794					337,725				5,040			197,419			38,862	$	(4,579	)		236,742
Due (to) from affiliates		1,339,506			(6,118,328	)		4,778,822
Due from affiliates																	1,324,100						2,845,525		(4,169,625	)
Investment in affiliates		957,662			6,522,882			52,426	$	(7,532,970	)						952,950			4,440,098			211,012		(5,604,060	)

Total assets	$	2,306,260		$	1,101,918		$	11,646,111	$	(7,532,970	)	$	7,521,319			$	2,282,439		$	5,397,650		$	10,097,646	$	(9,778,264	)	$	7,999,471


LIABILITIES AND SHAREHOLDERS’ EQUITY															LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Warehouse credit facilities							$	2,263,547				$	2,263,547									$	1,373,616				$	1,373,616
Whole loan purchase facility								875,000					875,000
Securitization notes payable								1,695,479	$	(20,373	)		1,675,106										3,895,977	$	(47,531	)		3,848,446
Senior notes	$	379,050											379,050			$	370,634											370,634
Other notes payable		63,094		$	2,820								65,914				29,283		$	2,658								31,941
Funding payable					21,886			1,196					23,082							121,270			783					122,053
Accrued taxes and expenses		19,148			162,426			11,960					193,534				(44,347	)		178,630			28,667		(4,579	)		158,371
Derivative financial instruments					82,962								82,962							57,999			92					58,091
Due to affiliates																				4,144,202					(4,144,202	)
Deferred income taxes		(67,589	)		(99,882	)		218,038					50,567				1,399			(53,966	)		163,416					110,849

Total liabilities		393,703			170,212			5,065,220		(20,373	)		5,608,762				356,969			4,450,793			5,462,551		(4,196,312	)		6,074,001


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				1,064,985			26,237			3,251,945		(3,278,182	)		1,064,985
Accumulated other comprehensive (loss) income		(12,515	)		(45,159	)		36,684		8,475			(12,515	)
Accumulated other comprehensive income (loss)																	16,340			(6,855	)		31,950		(25,095	)		16,340
Retained earnings		872,519			912,909			1,209,460		(2,122,369	)		872,519				854,067			889,756			1,259,034		(2,148,790	)		854,067


		1,924,589			931,706			6,580,891		(7,512,597	)		1,924,589				1,936,995			946,857			4,635,095		(5,581,952	)		1,936,995
Treasury stock		(12,032	)										(12,032	)			(11,525	)										(11,525	)


Total shareholders’ equity		1,912,557			931,706			6,580,891		(7,512,597	)		1,912,557				1,925,470			946,857			4,635,095		(5,581,952	)		1,925,470


Total liabilities and shareholders’ equity	$	2,306,260		$	1,101,918		$	11,646,111	$	(7,532,970	)	$	7,521,319			$	2,282,439		$	5,397,650		$	10,097,646	$	(9,778,264	)	$	7,999,471

	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		$	33,325		$	34,070		$	33,778		$	(67,848	)	$	33,325
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization		3,027			20,011			13,315						36,353			528			7,956			33,835						42,319
Provision for loan losses					133,048			96,737						229,785						(7,250	)		71,493						64,243
Deferred income taxes		(82,279	)		(115,483	)		136,754						(61,008	)		(20,216	)		5,648			14,969						401
Accretion of present value discount					29,661			(118,932	)					(89,271	)					2,862			(27,568	)					(24,706	)
Impairment of credit enhancement assets								96,738						96,738						1,550			11,705						13,255
Non-cash gain on sale of receivables					160			(124,991	)					(124,831	)
Non-cash restructuring charges					38,546									38,546
Other		3,226			673			(39	)					3,860			(748	)		1,141			1,557						1,950
Distributions from Trusts					(36,551	)		181,153						144,602
Initial deposits to credit enhancement assets								(58,101	)					(58,101	)
Distributions from gain on sale Trusts, net of swap payments																				(6,887	)		89,179						82,292
Equity in income of affiliates		(43,785	)		(223,062	)					266,847						(34,070	)		(33,778	)					67,848
Changes in assets and liabilities:
Other assets		1,256			17,944			(15,814	)					3,386			84,827			(65,897	)		2,638						21,568
Accrued taxes and expenses		(13,067	)		(3,148	)		8,601						(7,614	)		(56,062	)		50,103			3,477						(2,482	)
Purchases of receivables held for sale					(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
Net proceeds from sale of receivables					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

Net cash provided (used) by operating activities																	7,584			(10,482	)		235,063						232,165

Cash flows from investing activities:
Purchases of receivables					(5,223,167	)		(3,409,809	)		3,409,809			(5,223,167	)					(821,265	)		(807,763	)		807,763			(821,265	)
Principal collections and recoveries on receivables					25,014			410,962						435,976						36,934			416,705						453,639
Net proceeds from sale of receivables					3,409,809						(3,409,809	)								807,763						(807,763	)
Purchases of property and equipment					(38,898	)								(38,898	)					(1,454	)								(1,454	)
Change in restricted cash—securitization notes payable								(54,469	)					(54,469	)
Change in restricted cash—warehouse credit facilities								(482,090	)					(482,090	)
Change in restricted cash - securitization notes payable																							(42,578	)					(42,578	)
Change in restricted cash - warehouse credit facilities																							437,456						437,456
Change in other assets					(42,061	)		(89,653	)					(131,714	)					2,827			34,023						36,850
Net change in investment in affiliates		(6,150	)		(3,112,261	)		(31,157	)		3,149,568						5,536			777,473			(1,318,270	)		535,261


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

Net cash provided (used) by investing activities																	5,536			802,278			(1,280,427	)		535,261			62,648

Cash flows from financing activities:
Net change in warehouse credit facilities								511,886						511,886									101,178						101,178
Proceeds from whole loan purchase facility								875,000						875,000
Repayment of whole loan purchase facility																							(905,000	)					(905,000	)
Issuance of securitization notes								1,856,612			(19,021	)		1,837,591									915,000						915,000
Payments on securitization notes								(171,720	)					(171,720	)								(347,078	)					(347,078	)
Senior note swap settlement		9,700												9,700
Retirement of senior notes		(39,631	)											(39,631	)		(7,250	)											(7,250	)
Debt issuance costs		(791	)		(6,508	)		(15,968	)					(23,267	)		(13	)					(7,941	)					(7,954	)
Net change in notes payable		(13,500	)		(506	)								(14,006	)		(2,444	)		(196	)								(2,640	)
Net proceeds from issuance of common stock		479,748			4,940			3,124,397			(3,129,337	)		479,748			309						544,395			(544,395	)		309
Net change in due (to) from affiliates		(341,127	)		3,348,966			(3,009,778	)		1,939						(3,116	)		(746,320	)		740,785			8,651

Net cash (used) provided by financing activities																	(12,514	)		(746,516	)		1,041,339			(535,744	)		(253,435	)

Net cash provided by financing activities		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
Net increase (decrease) in cash and cash equivalents																	606			45,280			(4,025	)		(483	)		41,378

Effect of Canadian exchange rate changes on cash and cash equivalents		3,300			136			(36	)		(3,149	)		251			(606	)		(187	)		(4	)		483			(314	)

Cash and cash equivalents at beginning of period					90,806			1,543						92,349						312,497			4,424						316,921


Cash and cash equivalents at end of period	$			$	238,133		$			$			$	238,133		$			$	357,590		$	395		$			$	357,985

	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		$	75,668		$	86,222		$	125,640		$	(211,862	)	$	75,668
Adjustments to reconcile net income to net cash used by operating activities:
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		4,727			17,870			5,278						27,875			1,021			6,414			3,718						11,153
Provision for loan losses					9,504			38,744						48,248						53,591			12,193						65,784
Deferred income taxes		(133,082	)		3,672			155,856						26,446			(44,037	)		(29,053	)		78,651						5,561
Accretion of present value discount								(121,535	)					(121,535	)					6,101			(58,454	)					(52,353	)
Impairment of credit enhancement assets								38,918						38,918									18,309						18,309
Non-cash gain on sale of receivables								(307,752	)					(307,752	)					160			(124,991	)					(124,831	)
Distributions from Trusts								182,826						182,826
Other																	6,029												6,029
Distributions from gain on sale Trusts, net of swap payments																				(15,114	)		78,376						63,262
Initial deposits to credit enhancement assets								(303,500	)					(303,500	)								(58,101	)					(58,101	)
Equity in income of affiliates		(254,828	)		(265,617	)					520,445						(81,881	)		(129,981	)					211,862
Changes in assets and liabilities:
Other assets		(1,291	)		(35,607	)		(1,911	)					(38,809	)		583			(23,597	)		(1,710	)					(24,724	)
Accrued taxes and expenses		54,409			55,928			(922	)					109,415			29,459			5,700			(282	)					34,877
Purchases of receivables held for sale					(6,494,174	)		(6,412,262	)		6,412,262			(6,494,174	)					(647,647	)		(2,513,384	)		2,513,384			(647,647	)
Principal collections and recoveries on receivables held for sale					14,611			160,754						175,365						7,928			66,442						74,370
Net proceeds from sale of receivables					6,412,262			5,919,517			(6,412,262	)		5,919,517						2,513,384			2,495,353			(2,513,384	)		2,495,353

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

Net cash (used) provided by operating activities																	(13,158	)		1,834,108			121,760						1,942,710

Cash flows from investing activities:
Purchases of property and
equipment					(14,916	)								(14,916	)
Change in restricted cash—warehouse credit facilities								(10,667	)					(10,667	)
Purchases of finances receivables																				(1,822,523	)								(1,822,523	)
Purchases of property and equipment																				(2,841	)								(2,841	)
Change in restricted cash - warehouse credit facilities																							(170,010	)					(170,010	)
Change in other assets					(15,157	)		(834	)					(15,991	)					3,610			623						4,233
Net change in investment in affiliates		(33,702	)		(424,774	)		(4,275	)		462,751						1,356			79,520			803			(81,679	)

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

Net cash provided (used) by investing activities																	1,356			(1,742,234	)		(168,584	)		(81,679	)		(1,991,141	)

Cash flows from financing activities:
Net change in warehouse credit facilities					62,123			326,205						388,328									69,332						69,332
Borrowings under credit enhancement facility								182,500						182,500
Senior note swap settlement																	9,700												9,700
Retirement of senior notes																	(39,631	)											(39,631	)
Debt issuance costs		(253	)		(402	)		(15,731	)					(16,386	)		(581	)					(8,649	)					(9,230	)
Net change in notes payable		(12,357	)		17									(12,340	)		(4,115	)		(164	)								(4,279	)
Net proceeds from issuance of common stock		15,357			36,382			427,452			(463,834	)		15,357
Proceeds from issuance of common stock																	372						(80,323	)		80,323			372
Net change in due (to) from affiliates		112,071			412,259			(524,330	)								49,484			(112,189	)		64,923			(2,218	)

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

Net cash provided (used) by financing activities																	15,229			(112,353	)		45,283			78,105			26,264

Net increase (decrease) in cash and cash equivalents		2,008			28,809			(52	)		(1,083	)		29,682			3,427			(20,479	)		(1,541	)		(3,574	)		(22,167	)

Effect of Canadian exchange rate changes on cash and cash equivalents		(2,008	)		1,063			52			1,083			190			(3,427	)		(240	)		(2	)		3,574			(95	)

Cash and cash equivalents at beginning of period					45,016									45,016						90,806			1,543						92,349


Cash and cash equivalents at end of period	$			$	74,888		$			$			$	74,888		$			$	70,087		$			$			$	70,087

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

The Company is a consumer finance company specializing in purchasing retail automobile installment sales contracts originated by franchised and select independent dealers in connection with the sale of used and new automobiles. The Company generates revenue and cash flows primarily ~~from~~through the purchase, retention, subsequent securitization and servicing of 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.receivables. 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.~~Company. To fund the acquisition of ~~finance~~ receivables prior to securitization, the Company ~~utilizes~~uses 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 (“Trusts”) that, in turn, sell asset-backed securities to investors. ~~Prior to October 1, 2002,~~The Company retains an interest in the ~~Company recognized a gain on~~securitization transactions in the ~~sale~~form 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 ofcredit enhancement assets, including 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 accounting criteria for sales of finance receivables. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance ~~sheet.~~sheets. The Company recognizes finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction, and records a provision for loan losses to cover probable loan losses on the receivables. This change has significantly impacted the Company’s reported results of operations compared to its historical results because there is no

gain on sale of receivables subsequent to September 30, 2002. ~~Historical~~Accordingly, historical results may not be indicative of the Company’s future results.

~~On April 23,~~The Company reduced its workforce in November 2002 and implemented a revised operating plan in February 2003 ~~the Board of Directors of the Company announced the reorganization of~~in an effort to preserve and strengthen its capital and liquidity position. The revised operating plan included a decrease in the Company’s ~~executive management team. Michael R. Barrington stepped down as president~~targeted loan origination volume to approximately $750.0 million per quarter and ~~chief executive officer~~a reduction of operating expenses through downsizing its workforce, consolidating its branch office network 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.closing its Canadian lending activities.

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~~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,~~Because 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~~changes 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, including accrued interest, 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,~~September 30, 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.~~estimates, which would result in an additional charge to operations.

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 are based on third-party quoted market prices, where possible, or discounted cash flow analysis, and is included in the Company’s consolidated balance sheets. 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.

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 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.

Effective July 1, 2003, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” (“SFAS 123”) prospectively for all awards granted, modified, or settled after June 30, 2003. The Company recognized compensation expense of $75,000 ($47,000 net of tax) during the three months ended September 30, 2003, for options granted subsequent to June 30, 2003. Prior to July 1, 2003, the Company accounted for its stock-based compensation plans under the recognition and measurement provision of Accounting Practices Board Opinion No. 25, “Accounting for Stock Issued to Employee” (“APB 25”). No stock-based compensation was recognized during the quarter ended September 30, 2002, for options granted as those grants were accounted for under APB 25 and had an exercise price equal to the market value of the underlying common stock on the date of grant.

Three Months Ended ~~March 31,~~September 30, 2003 as compared to Three Months Ended ~~March 31,~~September 30, 2002

The Company’s average managed receivables outstanding, ~~consisted~~which consists of finance receivables held on-book and finance receivables sold to the ~~following~~Company’s securitization Trusts in transactions accounted for as sales, are as follows (in thousands):

	Three Months Ended March 31,				Three Months Ended September 30,
	2003		2002		2003		2002
On-book	$	4,651,309	$	1,697,140	$	5,485,801	$	1,958,487
Gain on sale		11,551,091		11,293,534		8,946,712		13,339,527

Total managed	$	16,202,400	$	12,990,674	$	14,432,513	$	15,298,014

Average managed receivables outstanding ~~increased~~decreased by ~~25%~~6% as a result of the ~~purchase of loans in~~ excess of collections and ~~charge-offs.~~charge-offs over the purchases of loans. The Company purchased ~~$1,317.6~~$745.1 million of auto loans during the three months ended ~~March 31,~~September 30, 2003, compared to purchases of ~~$2,432.4~~$2,419.1 million during the three months ended ~~March 31,~~September 30, 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 9189 auto lending branch offices as of ~~March 31,~~September 30, 2003, compared to ~~252~~251 as of ~~March 31,~~September 30, 2002.

The average new loan size was ~~$17,011~~$16,963 for the three months ended ~~March 31,~~September 30, 2003, compared to ~~$16,418~~$16,742 for the three months ended ~~March 31,~~September 30, 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,~~September 30, 2003, was ~~16.2%~~15.8%, compared to ~~17.6%~~17.3% during the three months ended ~~March 31,~~September 30, 2002. ~~Decreasing short-term market interest rates have lowered~~In conjunction with the Company’s ~~cost of funds, allowing~~revised operating plan, the Company ~~to pass along some~~reduced originations through various strategies including a tightening of ~~this benefit to consumers~~credit standards which resulted in ~~the form of~~a lower ~~loan pricing.~~average annual percentage rate.

Finance charge income increased by ~~126%~~134% to ~~$185.9~~$211.8 million for the three months ended ~~March 31,~~September 30, 2003, from ~~$82.2~~$90.6 million for the three months ended ~~March 31,~~September 30, 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.~~as secured financings. The Company’s effective yield on its on-book finance receivables decreased to ~~16.2%~~15.3% for the three months ended ~~March 31,~~September 30, 2003, from ~~19.6%~~18.4% for the three months ended ~~March 31,~~September 30, 2002. For the three months ended September 30, 2002, the effective yield is higher than the contractual rates of the Company’s auto finance contracts as a result of finance charge income earned between the date the auto finance contract is originated by the automobile dealership and the

date the auto finance contract is funded by the Company. The effective yield decreased due to lower levels of finance charges earned between the origination date and funding date as well as 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~~$132.1 million, or ~~5.2%~~5.3% of receivables securitized, for the three months ended ~~March 31,~~September 30, 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~~$69.0 million, or ~~3.4%~~3.1% of average gain on sale auto receivables, for the three months ended ~~March 31,~~September 30, 2003, compared to ~~$97.4~~$116.9 million, or 3.5% of average gain on sale auto receivables, for the three months

ended ~~March 31,~~September 30, 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~~$13.3 million and ~~$24.9~~$18.3 million for the three months ended ~~March 31,~~September 30, 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.

Other income was $7.5 million for the three months ended September 30, 2003, compared to $5.0 million for the three months ended September 30, 2002. The increase in other income is primarily due to an increase in late fees and other fees collected with respect to on-book receivables.

Operating expenses decreased to ~~$82.3~~$81.0 million for the three months ended ~~March 31,~~September 30, 2003, from ~~$107.9~~$115.8 million for the three months ended ~~March 31,~~September 30, 2002. As an annualized percentage of average managed receivables outstanding, operating expenses decreased to ~~2.1%~~2.2% for the three months ended ~~March 31,~~September 30, 2003, compared to ~~3.4%~~3.0% for the three months ended ~~March 31,~~September 30, 2002. Operating expenses improved primarily as a result of a reduction in workforce in November 2002 and implementation of athe revised operating plan, which included an additional reduction in workforce, in February 2003.

~~The Company recognized~~Provision for loan losses are charged to income to bring the Company’s allowance for loan losses to a ~~$53.1 million restructuring charge related~~level which management considers adequate to ~~the implementation of its revised operating plan. The revised operating plan included a decrease~~absorb probable inherent losses in the ~~Company’s targeted loan origination volume to approximately $750.0 million per quarter by June 2003 and a reduction~~portfolio 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.

on-book receivables. The provision for loan losses ~~increased~~decreased to ~~$77.1~~$64.2 million for the three months ended ~~March 31,~~September 30, 2003, from ~~$16.7~~$65.8 million for the three months ended ~~March 31,~~September 30, 2002. As an annualized percentage of average on-book ~~finance~~ receivables, the provision for loan losses was ~~6.7%~~4.6% and ~~4.0%~~13.3% for the three months ended ~~March 31,~~September 30, 2003 and 2002, respectively. ~~Subsequent~~The provision for loan losses recorded for the three months ended September 30, 2003, reflected inherent losses on receivables originated during the quarter and changes in the amount of inherent losses on receivables originated prior to July 1, 2003.

The provision for loan losses as a percentage of average on-book receivables was higher for the three months ended September 30, 2002, due to the ~~Company changed the structure of its~~Company’s transition to structuring securitization transactions ~~to no longer meet~~as secured financings. The provision for loan losses recorded for the ~~criteria for sales~~three months ended September 30, 2002, reflected inherent losses on receivables originated in the quarter as well as on all other on-book receivables as 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 depressedSeptember 30, 2003.

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

Interest expense increased to ~~$51.6~~$88.7 million for the three months ended ~~March 31,~~September 30, 2003, from ~~$33.1~~$40.0 million for the three months ended ~~March 31, 2002, due to higher debt levels.~~September 30, 2002. Average debt outstanding was ~~$4,575.0~~$5,648.8 million and ~~$2,430.9~~$2,800.5 million for the three months ended ~~March 31,~~September 30, 2003 and 2002, respectively. The Company’s effective rate of interest paid on its debt increased to 6.2% from 5.7% due to the recognition of $29.0 million of deferred debt issuance costs related to the whole loan purchase facility which was repaid in September 2003 and higher debt levels. The increase in average debt outstanding ~~reflects~~resulted from the ~~accounting for~~Company’s decision to structure 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 37.8% and 38.5% for the three months ended ~~March 31,~~September 30, 2003 and ~~2002.~~2002, respectively. The decrease resulted from lower Canadian tax rates combined with the impact of a change in the mix of business among states, resulting in a lower state tax rate.

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

	Three Months Ended September 30,
	2003			2002
Unrealized gains at time of sale				$	11,091
Increase (decrease) in unrealized gains related to changes in credit loss assumptions	$	11,379			(15,374	)
Increase in unrealized gains related to changes in interest rates		2,573			9,316
Reclassification of unrealized gains into earnings through accretion		(2,350	)		(4,520	)

	$	11,602		$	513

The unrealized gains at time of sale represent the excess of the fair value of credit enhancement assets over the Company’s allocated 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,~~September 30, 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~~loss 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%~~12.1% to ~~13.9%~~14.8% as of ~~March 31,~~September 30, 2003, from a range of ~~10.7%~~11.3% to ~~13.6%~~14.7% as of ~~December 31, 2002,~~June 30, 2003. On a Trust by Trust basis, certain Trusts experienced worse than expected credit performance for the three months ended September 30, 2003, and increased cumulative credit loss assumptions, which caused an other-than-temporary impairment charge of ~~$4.9~~$13.3 million related to those securitization Trusts. Certain other Trusts experienced better than expected credit performance for the three months ended September 30, 2003, and decreased cumulative credit

loss assumptions resulting in unrealized ~~holding losses~~gains of ~~$1.5~~$11.4 million for those securitization Trusts. The unrealized loss of $15.4 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 of $11.6 million for the three months ended March 31,September 30, 2002, resulted from an increase in the cumulative credit loss assumptions ~~for securitization Trusts, reflecting actual~~used in measuring the fair value of credit ~~loss experience and expectations for adverse future credit loss development~~enhancement assets to a range of 11.1% to 12.5% as of September 30, 2002, from a ~~result~~range of ~~continued weakness in the economy, including higher unemployment rates.~~10.4% to 12.7% as of June 30, 2002.

~~Unrealized holding losses~~Increases in unrealized gains related to changes in interest rates of ~~$2.8~~$2.6 million and ~~$3.0~~$9.3 million for the three months ended ~~March 31,~~September 30, 2003 and 2002, respectively, resulted primarily from ~~a decrease~~an increase in estimated future cash flows to be generated from ~~the Trusts due to lower interest~~investment income earned on the ~~investment of~~ restricted cash and Trust collections ~~accounts.~~accounts due to higher interest rates. The ~~lower~~higher earnings were partially offset by ~~a decrease~~an increase in value associated with an increase in interest rates payable to investors on the floating rate tranches of securitization transactions.

Net unrealized gains of ~~$4.7~~$2.4 million and ~~$4.3~~$4.5 million were reclassified into earnings through accretion during the three months ended ~~March 31,~~September 30, 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 million of~~ net unrealized ~~gain recognized~~gains reclassified into earnings during the ~~period is~~three months ended September 30, 2003 and 2002, are net unrealized gains of ~~$8.1~~$0.1 million and $6.3 million, respectively, related to fluctuations in interest rates during the respective periods which are offset by changes in the cash flow hedges described below.

Unrealized ~~gains~~losses on cash flow hedges ~~were $4.3~~decreased by $7.5 million for the three months ended ~~March 31,~~September 30, 2003, ~~compared to $27.6~~and increased by $10.8 million for the three months ended ~~March 31,~~September 30, 2002. The decrease in unrealized losses for the three months ended September 30, 2003, was due primarily to the change in the fair value of interest rate swap agreements designated as cash flow hedges caused by declining notional balances. The increase in unrealized losses for the three months ended September 30, 2002, was due primarily to the change in fair value of interest rate swap agreements designated as cash flow hedges caused by a decline in forward interest rate expectations. Unrealized gains ~~and~~or 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. 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 credit enhancement assets, the loss is reclassified ~~into earnings.~~to earnings for the amount that is not expected to be recovered. Net unrealized losses reclassified into earnings were ~~$8.1~~$0.1 million and $8.6 million for the three months ended ~~March 31, 2003.~~September 30, 2003 and 2002, respectively.

Canadian currency translation adjustment ~~gains~~losses of ~~$6.4~~$0.6 million and ~~$0.1~~$3.4 million for the three months ended ~~March 31,~~September 30, 2003 and 2002, respectively, were included in other comprehensive ~~income. This unrealized gain is~~income (loss). The translation adjustment losses are due to the ~~increase~~decrease in the value of the Company’s Canadian dollar denominated assets related to the ~~decline~~increase in the U.S. dollar to Canadian dollar conversion rates during the ~~period.~~periods. The Company does not anticipate the settlement of intercompany transactions with its Canadian subsidiaries in the foreseeable future.

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

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

	Three Months Ended March 31,						Three Months Ended September 30,
	2003			2002			2003			2002
Finance charge and other income	$	191,087		$	85,255		$	219,253		$	95,649
Interest expense		(51,550	)		(33,123	)		(88,744	)		(40,019	)

Net margin	$	139,537		$	52,132		$	130,509		$	55,630

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):~~

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:~~

~~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 million, or 2.4% of average gain on sale auto receivables, for the nine months ended March 31, 2003, compared to $277.2 million, or 3.7% 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 million and $38.9 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.~~

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

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.

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 loss 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 10.4% to 12.7% as of June 30, 2002, which, together with the expected delay in cash distributions from FSA-insured securitizations, caused an other-than-temporary impairment charge of $96.7 million and an unrealized holding loss of $62.0 million for the nine 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 of $17.7 million for the nine months ended March 31, 2002, resulted from an increase in cumulative credit loss assumptions for certain securitization Trusts due to expectations of a general decline in the economy.

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 million and $10.7 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 million of net unrealized gain recognized during the period is net unrealized gains of $28.7 million related to fluctuations in interest rates offset by cash flow hedges described below.

Unrealized losses on cash flow hedges were $10.3 million for the nine months ended March 31, 2003, compared to unrealized gains of $4.1 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 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):~~

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 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):

	Three Months Ended September 30,
	2003			2002
Finance charge and other income	$	609,256		$	686,728
Interest expense		(198,834	)		(201,990	)

Net margin	$	410,422		$	484,738

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

	Nine Months Ended March 31,						Three Months Ended September 30,
	2003			2002			2003			2002
Finance charge and other income		17.5	%		18.6	%		16.8	%		17.8	%
Interest expense		(4.9	)		(6.3	)		(5.5	)		(5.2	)


Net margin as a percentage of average managed finance receivables		12.6	%		12.3	%		11.3	%		12.6	%


Average managed finance receivables	$	15,852,781		$	11,870,399		$	14,432,513		$	15,298,014

Net margin as a percentage of average managed finance receivables ~~increased~~decreased for the ~~nine~~three months ended ~~March 31,~~September 30, 2003, compared to the ~~nine~~three months ended ~~March 31,~~September 30, 2002, primarily as ~~the Company was able to retain some~~a result of the ~~benefit~~termination of ~~declining interest rates in its~~the whole loan ~~pricing strategies.~~purchase facility and expensing of the related debt issuance costs.

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:

	Nine Months Ended March 31,				Three Months Ended September 30,
	2003		2002		2003		2002
Finance charge and other income per consolidated statements of income	$	426,292	$	268,329	$	219,253	$	95,649
Adjustments to reflect income earned on receivables in gain on sale Trusts		1,653,334		1,386,853		390,003		591,079


Managed basis finance charge and other income	$	2,079,626	$	1,655,182	$	609,256	$	686,728

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:

	Three Months Ended September 30,
	2003		2002
Interest expense per consolidated statements of income	$	88,744	$	40,019
Adjustments to reflect expenses incurred on receivables in gain on sale Trusts		110,090		161,971

Managed basis interest expense	$	198,834	$	201,990

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.~~receivables. 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.~~earnings to the extent the write-down exceeds any unrealized gain.

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

	September 30, 2003
	On-Book			Gain on Sale		Total Managed
Principal amount of receivables	$	5,763,000		$	8,174,857	$	13,937,857

Allowance for loan losses and nonaccretable acquisition fees		(358,431	)

Receivables, net	$	5,404,569

Number of outstanding contracts		410,108			700,260		1,110,368

Average principal amount of outstanding contract (in dollars)	$	14,052		$	11,674	$	12,552

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

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												September 30, 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	%	$	273,603	4.7	%	$	777,193	9.5	%	$	1,050,796	7.6	%
Greater than 60 days		68,899	1.4			357,180	3.3			426,079	2.7			102,038	1.8			306,724	3.8			408,762	2.9

		259,868	5.2			1,314,641	12.2			1,574,509	10.0			375,641	6.5			1,083,917	13.3			1,459,558	10.5
In repossession		31,287	0.6			196,556	1.8			227,843	1.4			50,425	0.9			136,054	1.6			186,479	1.3

	$	291,155	5.8	%	$	1,511,197	14.0	%	$	1,802,352	11.4	%	$	426,066	7.4	%	$	1,219,971	14.9	%	$	1,646,037	11.8	%


	March 31, 2002												September 30, 2002
	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	$	46,967	2.0	%	$	869,307	7.7	%	$	916,274	6.7	%	$	32,957	1.5	%	$	1,154,050	8.5	%	$	1,187,007	7.6	%
Greater than 60 days		35,783	1.5			388,990	3.5			424,773	3.1			38,134	1.8			518,219	3.8			556,353	3.5

		82,750	3.5			1,258,297	11.2			1,341,047	9.8			71,091	3.3			1,672,269	12.3			1,743,360	11.1
In repossession		15,877	0.6			137,030	1.2			152,907	1.1			14,053	0.6			160,684	1.2			174,737	1.1

	$	98,627	4.1	%	$	1,395,327	12.4	%	$	1,493,954	10.9	%	$	85,144	3.9	%	$	1,832,953	13.5	%	$	1,918,097	12.2	%

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,~~September 30, 2003, compared to ~~March 31,~~September 30, 2002, due to the ~~Company implementing a~~Company’s implementation of more aggressive repossession and liquidation ~~strategy for~~strategies on late-stage delinquent accounts in early calendar 2003. These strategies also resulted in a higher level of accounts in repossession at September 30, 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 warehouse credit facilities and 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%~~6.7% and ~~6.3%~~5.5% for the three ~~and nine~~ months ended ~~March 31,~~September 30, 2003 ~~respectively,~~ and ~~4.9% for each of the three and nine months ended March 31, 2002.~~2002, respectively. Of the total amount deferred, on-book finance receivables receiving a payment deferral were ~~5.2%~~25.2% and ~~2.8%~~0.9% for the three ~~and nine~~ months ended ~~March 31,~~September 30, 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~~three months ended ~~March 31,~~September 30, 2003, compared to the three months ended September 30, 2002, due to ~~higher delinquency levels~~the Company providing deferments to an increased number of consumers who were temporarily unable to make monthly payments as originally contracted due to weak economic conditions. The increase in on-book finance receivables receiving a payment deferral as a percentage of total loans deferred is a result of the ~~portfolio.~~Company’s change in structuring securitization transactions from sales to secured financings and the resulting increase in overall seasoning of the on-book receivables.

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

The Company evaluates the results of its deferment strategies based upon the amount of cash installments that are collected on accounts that have been deferred versus the extent to which the collateral underlying deferred accounts has depreciated over the same period of time. 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~~three months ended ~~March 31,~~September 30, 2003, compared to the ~~periods~~three months ended ~~March 31,~~September 30, 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~~three months ended ~~March 31, 2003.~~September 30, 2003, as compared to the three months ended September 30, 2002.

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.~~transactions and principal collections and recoveries on receivables. The Company’s primary uses of cash have been purchases of finance receivables, repayment of the whole loan purchase facility and securitization notes payable and funding credit enhancement requirements for securitization transactions.

The Company used cash of ~~$5,870.8~~$821.3 million and ~~$6,494.2~~$2,470.2 million for the purchase of finance receivables during the ~~nine~~three months ended ~~March 31,~~September 30, 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,~~September 30, 2003, warehouse credit facilities consisted of the following (in millions):

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.

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,~~September 30, 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 continue to realign the Company’s warehouse capacity with lower future loan origination ~~volume,~~targets, 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~~exercised its right to cancel its ~~$500.0~~$750.0 million warehouse credit facility that matures in ~~December 2003~~June 2004 during the quarter ending ~~June 30,~~December 31, 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.~~fiscal 2004.

Given the effect of the termination of one facility and the renewal and extension of another facility as discussed in the preceding paragraphs, the Company has no warehouse credit facilities up for renewal through September 30, 2004.

In March 2003, the Company entered into a whole loan purchase facility with an original term of approximately four years under which the Company transferred $1.0 billion of finance receivables to a special purpose finance subsidiary of the Company and received an advance of $875.0 ~~million. Under~~million from the ~~purchase facility, during~~purchaser. Additionally, the Company issued a ~~revolving period ending~~$30.0 million note to the purchaser representing debt issuance costs in the form of a residual interest in the finance receivables transferred. In September 2003, the Company ~~will transfer additional receivables to~~terminated the ~~special purpose finance subsidiary to replenish~~whole loan purchase facility and recognized deferred debt issuance costs of $29.0 million associated with the ~~amount~~facility as a component of ~~principal amortized and to replace delinquent receivables. Subsequent to~~interest expense on the ~~revolving period, the noteholders will determine the ultimate disposition~~consolidated statement of ~~the receivables; under certain circumstances, the Company has the right, but not the obligation, to repurchase the receivables.~~income.

The Company has completed ~~thirty-seven~~40 auto receivable securitization transactions through ~~March 31,~~September 30, 2003. The proceeds from the transactions were primarily used to repay borrowings outstanding under the Company’s warehouse credit facilities.

Prior to October 1, 2002, the Company structured its securitization transactions to meet the accounting criteria for sales of finance receivables under generally accepted accounting principles in the United States of America. The Company changed the structure of securitization transactions completed subsequent to September 30, 2002, to no longer meet the accounting criteria for sale of finance receivables. 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~~currently has no outstanding commitments to obtain reinsurance or other alternative credit enhancement products and will likely be required to provide ~~the required~~ initial credit enhancement ~~deposit~~deposits 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 type of securitization structure involves the sale of subordinated asset-backed securities in order to provide credit enhancement for the senior asset-backed securities. The subordinated asset-backed securities replace a portion of the Company’s 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~~$5.0 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~~intends to reduce available borrowings under this facility to $1.0 million and extend its expiration date to May 2004 during the three months ended December 31, 2003.

The initial cash deposit and overcollateralization transfer as well as the targeted levels of credit enhancement required in the Company’s securitization transactions completed since January 1, 2003, were higher than the levels required in the Company’s prior securitization transactions. Initial cash deposit and overcollateralization levels were raised to approximately 10.5% from 7% of the original receivable pool balance and credit enhancement levels now must reach approximately 18% compared to the previous requirement of 12% of the receivable pool balance before cash is distributed to the Company. Under this structure, the Company expects to begin to receive cash distributions approximately 9 to 12 months after receivables are securitized. The Company believes that ~~it is unlikely this facility~~additional securitizations completed in fiscal 2004 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.~~require these higher credit enhancement levels.

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

	Nine Months Ended March 31,				Three Months Ended September 30,
	2003		2002		2003		2002
Initial credit enhancement deposits:
Gain on sale Trusts:
Restricted cash	$	50.2	$	303.5			$	50.2
Overcollateralization		7.9						7.9
Borrowings under credit enhancement facility				182.5
Secured financing Trusts:
Restricted cash		59.2			$	20.2
Overcollateralization		176.4				96.0
Distributions from Trusts:
Distributions from Trusts, net of swap payments:
Gain on sale Trusts		144.6		182.8		82.3		63.3
Secured financing Trusts		75.5				37.4

Prior to October 2002, the financial guaranty insurance policies for all of the Company’s insured securitization transactions were provided by Financial Security Assurance, Inc. (“FSA”) and are referred to herein as the “FSA Program.” The restricted cash account for each securitization Trust insured as part of the FSA Program is cross-collateralized to the restricted cash accounts established in ~~any FSA-insured~~connection with the Company’s other securitization ~~and a waiver was not granted by~~Trusts in the FSA Program, such that excess cash flows from ~~all of the Company’s FSA-insured securitizations could~~a performing securitization Trust may be used ~~by the insurer~~ to ~~increase~~fund increased minimum credit enhancement ~~for the~~requirements with respect to securitization Trusts in which ~~a ratio was~~specified portfolio performance ratios have been exceeded ~~to higher specified levels~~ rather than being distributed to the Company. If

The Company’s securitization transactions insured by financial guaranty insurance providers since October 2002 are cross-collateralized to a ~~targeted portfolio performance ratio was exceeded~~more limited extent. In the event of a shortfall in the original minimum credit enhancement requirement for ~~an extended~~any securitization Trust after a certain period of time, ~~in larger or multiple securitizations requiring a greater amount of additional~~excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. In addition, excess cash flows from certain securitization transactions would be utilized to satisfy any increased minimum credit enhancement requirements resulting from a breach of portfolio performance ratios in other transactions insured by the same insurance provider if a secured party receives a notice of a rating agency review for downgrade or if there ~~would be~~is a ~~material adverse effect on~~downgrade of any class of notes (without taking into consideration the ~~Company’s liquidity.~~presence of the financial guaranty insurance policy).

~~In March 2003, the~~The Company has exceeded its targeted net loss triggers in ~~three FSA-insured~~six FSA Program securitization transactions. ~~A waiver was~~Waivers were not granted by FSA. Accordingly, ~~$19.0 million of~~ cash generated by ~~FSA-insured~~FSA Program 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~~In August and September 2003, the higher targeted credit enhancement levels were reached and maintained in the six FSA Program securitization transactions that had breached targeted net loss triggers. Accordingly, excess cash of $86.3 million were distributed to the Company from the FSA Program during the three months ended September 30, 2003. However, the targeted net loss triggers are expected to be breached on two more FSA Program Trusts during the three months ended December 31, 2003, and the Company believes that it is probable that net loss triggers on additional ~~FSA-insured~~FSA Program 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.

fiscal 2004. The Company does not expect waivers to be granted by FSA in the future with respect to securitizations that breach ~~net loss~~portfolio performance triggers and estimates that cash otherwise distributable by the Trusts on ~~FSA-insured~~FSA Program securitization transactions will be used to increase credit enhancement for ~~FSA-insured~~other FSA Program transactions ~~through fiscal 2004~~ rather than be released to the ~~Company.~~Company for the remainder of fiscal 2004.

Agreements with the Company’s financial guaranty insurance providers contain additional specified targeted portfolio performance ratios ~~which~~that are higher than the limits referred to in the preceding paragraphs. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured ~~trust~~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 sosuch that a default under one servicing agreement would allow the financial guaranty insurance ~~provider~~providers to terminate the Company’s servicing rights under all servicing agreements ~~concerning~~for securitization Trusts in which they issued a financial guaranty insurance policy. Although the Company has never exceeded these additional targeted portfolio performance ratios, ~~nor~~and does ~~it believe that~~not anticipate violating any event of default triggers in the ~~portfolio will exceed these limits,~~future, 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~~Trusts will not be ~~terminated.~~

~~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 April 2003,~~terminated if (i) such targeted portfolio performance ratios are breached, (ii) the Company ~~entered into a $1.0 billion securitization transaction involving~~breaches its obligations under the ~~purchase of a~~servicing agreements, (iii) the 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 distributedproviders are required 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.make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur.

In February 2003, the Company implemented ana revised operating plan in an effort to preserve and strengthen its capital and liquidity position. The plan ~~includes~~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.~~network and closing the Canadian lending activities. During the quarter ended September 30, 2003,

the Company increased its cash balances by $41.1 million largely due to the origination volume and cost reductions made under the revised operating plan. Subject to continued access to the ~~whole loan sale and~~ securitization ~~markets,~~market, the Company believes that it has sufficient liquidity to operate under its new plan through ~~calendar 2003.~~fiscal 2004.

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.fiscal 2004. 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.

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

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~~the Company’s dependence upon the issuance of variable rate securities and the incurrence of variable rate debt to fund its purchases of finance receivables.

Finance receivables purchased by the Company and pledged to secure borrowings under its warehouse credit facilities bear fixed interest rates. Amounts borrowed under the Company’s warehouse credit facilities bear interest at variable rates that are subject to frequent adjustments to reflect prevailing market interest rates. To protect the interest rate spread within each warehouse credit facility, the Company’s special purpose finance subsidiaries are contractually required to purchase interest rate cap agreements in connection with borrowings under the Company’s warehouse credit facilities. The purchaser of the interest rate cap agreement pays a premium in return for

the right to receive the difference in the interest cost at any time a specified index of market interest rates rises above the stipulated “cap” rate. The purchaser of the interest rate cap agreement bears no obligation or liability if interest rates fall below the “cap” rate. As part of the Company’s ~~hedging~~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.~~agreement and thus retain the interest rate risk. The fair value of the interest rate cap agreements purchased and sold is included in other assets and derivative financial instruments, respectively, 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~~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 inon its gross interest rate margin, including the use of derivative financial instruments, the regular sale or pledging of auto receivables to securitization Trusts and pre-funding of securitization transactions.

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 would have been attributable to

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 ifis 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~~enhancement on their floating rate securities even if the Company chooses not to hedge its future cash flows. To comply with this requirement, the special purpose finance subsidiary purchases an interest rate

cap agreement. 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~~intrinsic 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 sold by the Company are reflected in interest expense.

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 ~~also used~~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 ~~swap agreement to hedge~~paid on 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.asset-backed securities outstanding.

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

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~~section contains several “forward-looking ~~statements”.~~statements.” Forward-looking statements are those that use words such as ~~“believe”, “expect”, “anticipate”, “intend”, “plan”, “may”, “will”, “likely”, “should”, “estimate”, “continue”,~~“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.~~2003. 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.

Item ~~3.QUANTITATIVE~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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~~Condition and Results of ~~Operations—~~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.~~September 30, 2003. 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 over financial reporting during the quarter ended September 30, 2003, that have materially affected, or ~~in other factors that could significantly~~is reasonably likely to materially affect, ~~these~~the Company’s internal controls ~~subsequent to the date of their evaluation.~~over financial reporting.

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~~for the Northern District of Texas Fort Worth ~~Texas.~~Division. The consolidated lawsuit claims, among other allegations, that deferments were improperly granted by the Company to avoid delinquency triggers in securitization transactions and enhance cash ~~flow,~~flows to incorrectly report charge-offs and delinquency percentages, thereby causing the Company to misrepresent its financial performance throughout the alleged class period. The Company believes that its granting of deferments, which is a common practice within the auto finance industry, complied ~~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.

A report on Form 8-K was filed with the Commission on ~~April 3,~~August 7, 2003, to report the Company’s press release announcing the ~~transfer~~delay of ~~$1.0 billion~~the release of ~~auto receivables into a whole loan purchase facility.~~ the Company’s operating results for the quarter and fiscal year ended June 30, 2003.

A report on Form 8-K was filed with the Commission on ~~April 23,~~August 25, 2003, to report the Company’s press ~~releases~~release dated ~~April 23,~~August 25, 2003, announcing ~~a reorganization of~~ the Company’s ~~executive management team~~operating results for the quarter and ~~third quarter earnings.~~fiscal year ended June 30, 2003 and the restatement of its operating results for fiscal year 2002 and the first nine months of fiscal year 2003.

Certain subsidiaries and affiliates of the Company filed reports on Form 8-K during the quarterly period ended ~~March 31,~~September 30, 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

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

		Consolidated Statements of Income and Comprehensive Income – Three ~~and Nine~~ Months Ended ~~March 31,~~September 30, 2003 and 2002	4

		Consolidated Statements of Cash Flows – ~~Nine~~Three Months Ended ~~March 31,~~September 30, 2003 and 2002	5

		Notes to Consolidated Financial Statements	6

	Item 2.	~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	30 27

	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	60 51

	Item 4.	CONTROLS AND PROCEDURES	60 51

Part II.	OTHER INFORMATION

		~~Item 1.~~	~~LEGAL PROCEEDINGS~~	61

	Item 2. 1.	~~CHANGES IN SECURITIES~~LEGAL PROCEEDINGS	62 52

	Item 3. 2.	CHANGES IN SECURITIES	53

	Item 3.	DEFAULTS UPON SENIOR SECURITIES	62 53

	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	62 53

	Item 5.	OTHER INFORMATION	62 53

	Item 6.	EXHIBITS AND REPORTS ON FORM 8-K	62 54

SIGNATURE			65

~~CERTIFICATIONS~~			66 55

	Three Months Ended September 30,
	2003			2002
Net income, as reported	$	33,325		$	75,668
Add: Stock-based compensation expense, included in reported net income, net of related tax effects		47
Deduct: Stock-based compensation expense, determined under fair value-based method, net of related tax effects		(4,752	)		(5,497	)

Pro forma net income	$	28,620		$	70,171

Earnings per share:
Basic – as reported	$	0.21		$	0.88

Basic – pro forma	$	0.18		$	0.82

Diluted – as reported	$	0.21		$	0.87

Diluted – pro forma	$	0.18		$	0.81

	Three Months Ended September 30,
	2003		2002
Expected dividends	0		0
Expected volatility	122	%	79	%
Risk-free interest rate	1.48	%	3.07	%
Expected life	2.5 years		5 years

	Three Months Ended September 30, 2002
Servicing income:
Previous	$	108,075
As restated		116,934
Income before income taxes:
Previous	$	114,179
As restated		123,038
Net income:
Previous	$	70,220
As restated		75,668
Diluted earnings per share:
Previous	$	0.81
As restated		0.87

	September 30, 2003			June 30, 2003
Finance receivables unsecuritized	$	1,511,161		$	1,755,529
Finance receivables securitized		4,251,839			3,570,785
Less nonaccretable acquisition fees		(122,546	)		(102,719	)
Less allowance for loan losses		(235,885	)		(226,979	)

	$	5,404,569		$	4,996,616

	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

	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%

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

	September 30, 2003	June 30, 2003
Cumulative credit losses	12.1% - 14.8%	11.3% - 14.7%
Discount rate used to estimate present value:
Interest-only receivables from Trusts	14.0%	14.0%
Investments in Trust receivables	9.8%	9.8%
Restricted cash	9.8%	9.8%

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

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

	September 30, 2003		June 30, 2003
Commercial paper facilities	$	123,616	$	22,438
Medium term note facilities		1,250,000		1,250,000

	$	1,373,616	$	1,272,438

Maturity	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (d)
Commercial paper facilities:
March 2005 (a)(b)	$	1,950,000	$	123,616	$	143,247	$	1,408
Medium term notes:
June 2004 (a)(c)(e)		750,000		750,000		566,629		257,689
February 2005 (a)(c)		500,000		500,000		523,589		41,766

	$	3,200,000	$	1,373,616	$	1,233,465	$	300,863

Transaction	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
C2002-1 Canada (a)	November 2002		137.0	5.5	%		173.1		130.0

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

Transaction	Maturity Date (c)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged		Note Balance
2002-E-M	June 2009	$	1,700,000	3.2	%	$	1,361,840	$	1,261,831
C2002-1 Canada (a)(b)	December 2006		137,000	5.5	%		154,210		105,104
2003-A-M	November 2009		1,000,000	2.6	%		939,801		833,061
2003-B-X	January 2010		825,000	2.3	%		790,105		733,506
2003-C-F	May 2010		915,000	2.8	%		1,005,883		914,944

		$	4,577,000			$	4,251,839	$	3,848,446

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


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

	Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total
Balance at beginning of period	$	469		$	8,310		$	1,737		$	10,516
Cash settlements		(276	)		(1,408	)		399			(1,285	)
Non-cash settlements								(534	)		(534	)
Adjustments		(6	)		734			11			739

Balance at end of period	$	187		$	7,636		$	1,613		$	9,436

~~Cumulative credit losses (including unrealized gains at time of sale)~~	~~12.5~~	%
~~Discount rate used to estimate present value:~~
~~Interest-only receivables from Trusts~~	~~14.0~~	%
~~Investments in Trust receivables~~	~~9.8~~	%
~~Restricted cash~~	~~9.8~~	%

	September 30, 2003		June 30, 2003
Never deferred	73.2	%	74.7	%

Deferred:
1-2 times	24.6		23.5
3-4 times	2.1		1.7
Greater than 4 times	0.1		0.1

Total deferred	26.8		25.3

Total	100.0	%	100.0	%

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

		$	23,006.0	$	11,391.1

Transaction (a)	Date	Original Amount		Balance at September 30, 2003
1999-D	October 1999	$	900.0	$	97.6
2000-A	February 2000		1,300.0		179.8
2000-B	May 2000		1,200.0		217.3
2000-C	August 2000		1,100.0		236.8
2000-1	November 2000		495.0		105.0
2000-D	November 2000		600.0		159.2
2001-A	February 2001		1,400.0		401.9
2001-1	April 2001		1,089.0		316.8
2001-B	July 2001		1,850.0		704.8
2001-C	September 2001		1,600.0		671.4
2001-D	October 2001		1,800.0		801.7
2002-A	February 2002		1,600.0		809.2
2002-1	April 2002		990.0		512.6
2002-A Canada (b)	May 2002		145.0		132.3
2002-B	June 2002		1,200.0		691.7
2002-C	August 2002		1,300.0		797.3
2002-D	September 2002		600.0		384.1
2002-E-M	October 2002		1,700.0		1,261.8
C2002-1 Canada (b)(c)	November 2002		137.0		105.1
2003-A-M	April 2003		1,000.0		833.1
2003-B-X	May 2003		825.0		733.5
2003-C-F	September 2003		915.0		914.9

		$	23,746.0	$	11,067.9


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,~~2 to ~~the~~ Credit Agreement, dated August 13, 2003, among AFS Funding Corp. and AFS SenSub Corp., as ~~of August 23, 2001, among~~Borrowers, AmeriCredit ~~Financial Services of Canada Ltd., AmeriCredit Financial Services, Inc.~~Corp. 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,~~as Contingent Obligors, the Financial Institutions from time to time party thereto, as Lenders, Deutsche Bank ~~One, NA~~AG, New York Branch, as an Agent, the Other Agents from time to time party thereto, and ~~AmeriCredit Corp.~~ Deutsche Bank Trust Company Americas, as Lender Collateral Agent and as Administrative Agent

~~10.4~~ 10.2		Amendment No. 1,6, dated ~~as of February 27,~~August 18, 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 (the “Security Agreement”), among the Debtor, AFS, AmeriCredit MTN ~~Trust, AmeriCredit Financial Services, Inc.~~Corp. III and The Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), ~~MBIA Insurance Corporation~~as Collateral Agent and ~~Meridian Funding Company LLC~~ Securities Intermediary

~~10.7~~ 10.3		Amendment No. 3,6, dated ~~as of February 28, 2003, to the Security Agreement dated as of December~~August 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 (the “Security Agreement”), among the Debtor, AFS, AmeriCredit MTN ~~Trust~~Corp. II ~~AmeriCredit Financial Services, Inc.~~and The Chase Manhattan Bank (predecessor to JPMorgan Chase Bank), ~~MBIA Insurance Corporation~~as Collateral Agent and ~~Meridian Funding Company LLC~~ Securities Intermediary

~~10.9~~ 31.1		~~Waiver, dated February 28, 2003, concerning the Security Agreement dated as~~Officers’ Certifications of ~~February 25,~~Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002 ~~among AmeriCredit MTN Trust II, AmeriCredit Financial Services, Inc., MBIA Insurance Corporation and Meridian Funding Company LLC~~


~~10.10~~ 32.1		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~~		~~Clifton H. Morris, Jr.’s Certification~~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: November 10, 2003	~~Preston A. Miller~~By: ~~Executive Vice President, Chief~~ ~~Financial Officer and Treasurer~~


		/s/ Preston A. Miller
				(Signature)

				Preston A. Miller
				Executive Vice President, Chief Financial Officer and Treasurer