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. Yes x No ¨

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

There were ~~155,310,868~~151,918,130 shares of common stock, $0.01 par value outstanding as of ~~October~~January 31, ~~2004.~~2005.


	September 30, 2004			June 30, 2004			December 31, 2004			June 30, 2004
ASSETS					��

Cash and cash equivalents	$	526,273		$	421,450		$	487,831		$	421,450
Finance receivables, net		6,738,828			6,363,869			7,162,368			6,363,869
Interest-only receivables from Trusts		89,878			110,952			70,472			110,952
Investments in Trust receivables		456,372			528,345			373,895			528,345
Restricted cash – gain on sale Trusts		422,014			423,025
Restricted cash – securitization notes payable		516,844			482,724
Restricted cash – warehouse credit facilities		507,476			209,875
Restricted cash - gain on sale Trusts								418,922			423,025
Restricted cash - securitization notes payable								489,406			482,724
Restricted cash - warehouse credit facilities								83,552			209,875
Property and equipment, net		97,871			101,424			90,513			101,424
Deferred income taxes		7,202						13,610
Other assets		147,599			182,915			219,274			182,915

Total assets	$	9,510,357		$	8,824,579		$	9,409,843		$	8,824,579

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Warehouse credit facilities	$	1,021,532		$	500,000		$	948,937		$	500,000
Securitization notes payable		5,733,778			5,598,732			5,720,631			5,598,732
Senior notes		166,499			166,414			166,585			166,414
Convertible senior notes		200,000			200,000			200,000			200,000
Other notes payable		18,452			21,442			11,863			21,442
Funding payable		41,736			37,273			78,652			37,273
Accrued taxes and expenses		165,249			159,798			128,205			159,798
Derivative financial instruments		15,467			12,348			6,680			12,348
Deferred income taxes					3,460						3,460

Total liabilities		7,362,713			6,699,467			7,261,553			6,699,467

Commitments and contingencies (Note 8)

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; 164,327,580 and 162,777,598 shares issued		1,643			1,628
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; 164,713,790 and 162,777,598 shares issued								1,647			1,628
Additional paid-in capital		1,106,997			1,081,079			1,114,453			1,081,079
Accumulated other comprehensive income		32,542			36,823			31,592			36,823
Retained earnings		1,116,532			1,047,725			1,181,099			1,047,725

		2,257,714			2,167,255			2,328,791			2,167,255

Treasury stock, at cost (8,664,838 and 5,165,588 shares)		(110,070	)		(42,143	)
Treasury stock, at cost (12,046,256 and 5,165,588 shares)								(180,501	)		(42,143	)

Total shareholders’ equity		2,147,644			2,125,112			2,148,290			2,125,112

Total liabilities and shareholders’ equity	$	9,510,357		$	8,824,579		$	9,409,843		$	8,824,579

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


	Three Months Ended September 30,						Three Months Ended December 31,						Six Months Ended December 31,
	2004			2003			2004			2003			2004			2003
Revenue
Finance charge income	$	269,928		$	211,772		$	291,675		$	225,014		$	561,603		$	436,786
Servicing income		59,357			68,992			40,372			47,959			99,729			116,951
Other income		10,671			7,481			12,720			8,511			23,391			15,992

		339,956			288,245			344,767			281,484			684,723			569,729

Costs and expenses
Operating expenses		74,001			80,984			80,001			88,340			154,002			169,324
Provision for loan losses		98,716			64,243			100,197			61,356			198,913			125,599
Interest expense		57,516			88,744			61,976			56,287			119,492			145,031
Restructuring charges, net		506			739			105			(271	)		611			468

		230,739			234,710			242,279			205,712			473,018			440,422

Income before income taxes		109,217			53,535			102,488			75,772			211,705			129,307

Income tax provision		40,410			20,210			37,921			28,604			78,331			48,814

Net income		68,807			33,325			64,567			47,168			133,374			80,493

Other comprehensive (loss) income
Unrealized (losses) gains on credit enhancement assets		(13,503	)		11,602			(12,953	)		(4,458	)		(26,456	)		7,144
Unrealized (losses) gains on cash flow hedges		(2,098	)		7,541
Unrealized gains on cash flow hedges								4,740			8,710			2,642			16,251
Foreign currency translation adjustment		5,293			(601	)		4,224			4,566			9,517			3,965
Income tax benefit (provision)		6,027			(7,370	)		3,039			(1,574	)		9,066			(8,944	)

Other comprehensive (loss) income		(4,281	)		11,172			(950	)		7,244			(5,231	)		18,416

Comprehensive income	$	64,526		$	44,497		$	63,617		$	54,412		$	128,143		$	98,909

Earnings per share
Basic	$	0.44		$	0.21		$	0.42		$	0.30		$	0.86		$	0.51

Diluted	$	0.43		$	0.21		$	0.39		$	0.29		$	0.80		$	0.50

Weighted average shares outstanding		155,611,880			156,467,588			154,062,587			156,600,326			154,861,396			156,533,957

Weighted average shares and assumed incremental shares		159,601,471			156,844,007			168,617,089			164,436,702			169,486,045			160,640,355

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


	Three Months Ended September 30,						Six Months Ended December 31,
	2004			2003			2004			2003
Cash flows from operating activities
Net income	$	68,807		$	33,325		$	133,374		$	80,493
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,998			42,319			19,196			54,275
Provision for loan losses		98,716			64,243			198,913			125,599
Deferred income taxes		1,468			401			2,139			(3,232	)
Accretion of present value discount		(27,126	)		(24,706	)		(41,670	)		(41,511	)
Impairment of credit enhancement assets		91			13,255			1,122			31,569
Other		(122	)		1,950			(2,393	)		907
Distributions from gain on sale Trusts, net of swap payments		100,282			82,292			199,086			78,069
Changes in assets and liabilities:
Other assets		23,282			21,568			(33,794	)		98,605
Accrued taxes and expenses		4,796			(2,482	)		(30,954	)		(32,558	)

Net cash provided by operating activities		279,192			232,165			445,019			392,216

Cash flows from investing activities
Purchases of receivables		(1,178,422	)		(821,265	)		(2,401,555	)		(1,719,041	)
Principal collections and recoveries on receivables		715,698			453,639			1,454,891			968,408
Purchases of property and equipment		(635	)		(1,454	)		(1,662	)		(2,137	)
Change in restricted cash – securitization notes payable		(31,940	)		(42,578	)
Change in restricted cash – warehouse credit facilities		(297,601	)		437,456
Change in restricted cash - securitization notes payable								(2,755	)		(108,585	)
Change in restricted cash - warehouse credit facilities								126,323			699,497
Change in other assets		22,235			36,850			22,732			47,903

Net cash (used in) provided by investing activities		(770,665	)		62,648
Net cash used in investing activities								(802,026	)		(113,955	)

Cash flows from financing activities
Net change in warehouse credit facilities		521,532			101,178			448,937			(567,203	)
Repayment of whole loan purchase facility					(905,000	)					(905,000	)
Issuance of securitization notes		800,000			915,000
Payments on securitization notes		(669,787	)		(347,078	)
Issuance of securitization notes payable								1,550,000			2,115,000
Payments on securitization notes payable								(1,436,780	)		(843,431	)
Issuance of convertible senior notes											200,000
Retirement of senior notes					(7,250	)					(18,430	)
Debt issuance costs		(5,194	)		(7,954	)		(11,216	)		(20,526	)
Net change in notes payable		(3,098	)		(2,640	)		(9,779	)		(6,479	)
Sale of warrants											34,441
Purchase of call options on common stock											(61,490	)
Repurchase of common stock		(67,831	)					(144,145	)
Net proceeds from issuance of common stock		19,586			309			24,683			2,640

Net cash provided by (used in) financing activities		595,208			(253,435	)		421,700			(70,478	)

Net increase in cash and cash equivalents		103,735			41,378			64,693			207,783
Effect of Canadian exchange rate changes on cash and cash equivalents		1,088			(314	)		1,688			61
Cash and cash equivalents at beginning of period		421,450			316,921			421,450			316,921

Cash and cash equivalents at end of period	$	526,273		$	357,985		$	487,831		$	524,765

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 transactions and accounts have been eliminated in consolidation.

The consolidated financial statements as of ~~September 30,~~December 31, 2004, and for the three and six months ended ~~September 30,~~December 31, 2004 and 2003, are unaudited, and 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. Diluted earnings per share for all periods beginning with the December 2003 quarter were revised to reflect the retroactive application of EITF Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share.” The results for interim periods are not necessarily indicative of results for a full year.

The interim period consolidated 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, 2004.

In September 2004, the Emerging Issues Task Force reached a final consensus on EITF Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share” (“EITF 04-8”), to change the effect of contingently convertible debt within the dilutive earnings per share calculation. This change, which became effective for the three months ended December 31, 2004, resulted in the Company’s convertible senior notes being treated as convertible securities and included in dilutive earnings per share calculations using the if-converted method. EITF 04-8 required retroactive application beginning with the three months ended December 31, 2003, which was the first quarter the Company’s convertible senior notes were outstanding. Under EITF 04-8, diluted earnings per share decreased from $0.30 to $0.29 per share and from $0.51 to $0.50 per share for the three and six months ended December 31, 2003, respectively.

The Company adopted the Accounting Standards Executive Committee’s Statement of Position 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (“SOP 03-3”), for loans acquired subsequent to June 30, 2004. Under

SOP 03-3, dealer acquisition fees on loans purchased by the Company are no longer considered credit-related because there is no deterioration in credit quality between the time the loan is originated and when it is acquired. Accordingly, dealer acquisition fees reduce the carrying value of finance receivables and are accreted into earnings as an adjustment to yield over the life of the loans using the effective interest method in accordance with Statement of Financial Accounting Standards No. 91, “Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases.” Unamortized acquisition fees on loans charged off reduce the amount charged off to the allowance for loan losses and unamortized acquisition fees on loans paid off are recognized as an adjustment to yield in the period they ~~were~~are paid off. The implementation of SOP 03-3 resulted in the Company ~~recorded~~recording an additional ~~$22.1~~$21.8 million and $42.8 million to ~~provision for loan losses~~expense during the three and six months ended ~~September 30,~~December 31, 2004, ~~as a result of implementing SOP 03-3.~~respectively.

On July 1, 2003, the Company adopted the fair value recognition provision of Statement of Financial Accounting Standards No. 123, “Accounting for ~~Stock –Based~~Stock-Based Compensation” (“SFAS 123”), prospectively for all awards granted, modified or settled after June 30, 2003. The prospective method is one of the adoption methods provided for under Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation –- 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 ~~$787,000~~$1.9 million ($~~496,000~~1.2 million net of tax) and ~~$135,000~~$2.7 million ($~~84,000~~1.7 million net of tax) during the ~~three-month periods~~three and six months ended ~~September 30,~~December 31, 2004, respectively and $438,000 ($273,000 net of tax) and $573,000 ($357,000 net of tax) during the three and six months ended December 31, 2003, respectively, for options granted or modified subsequent to June 30, 2003.

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


	Three Months Ended September 30,						Three Months Ended December 31,						Six Months Ended December 31,
	2004			2003			2004			2003			2004			2003
Net income as reported	$	68,807		$	33,325		$	64,567		$	47,168		$	133,374		$	80,493
Add: Stock-based compensation expense included in reported net income, net of related tax effects		496			84			1,216			273			1,712			357
Deduct: Stock-based compensation expense determined under fair value-based method, net of related tax effects		(4,314	)		(4,789	)		(5,224	)		(4,977	)		(9,538	)		(9,766	)

Pro forma net income	$	64,989		$	28,620		$	60,559		$	42,464		$	125,548		$	71,084

Earnings per share:
Basic – as reported	$	0.44		$	0.21
Basic - as reported							$	0.42		$	0.30		$	0.86		$	0.51

Basic – pro forma	$	0.42		$	0.18
Basic - pro forma							$	0.39		$	0.27		$	0.81		$	0.45

Diluted – as reported	$	0.43		$	0.21
Diluted - as reported							$	0.39		$	0.29		$	0.80		$	0.50

Diluted – pro forma	$	0.41		$	0.18
Diluted - pro forma							$	0.36		$	0.26		$	0.75		$	0.44

The fair value of each option granted or modified during the three and six months ended ~~September 30,~~December 31, 2004 and 2003, was estimated using an option-pricing model with the following weighted average assumptions:

~~There were no options granted or modified during the three months ended September 30, 2004.~~

~~Emerging Issues Task Force Issue~~Statement of Financial Accounting Standards No. ~~04-8~~123 (revised 2004)

Compensation”. SFAS 123R, which is ~~expected to~~effective beginning on July 1, 2005, requires that the cost resulting from all share-based payment transactions be ~~effective as~~measured at fair-value and recognized in the financial statements. The Company anticipates that the adoption of ~~the three months ended December 31, 2004,~~this statement will result in an estimated $4.7 million additional expense for the fiscal year ending June 30, 2006. The estimated expense is based on unamortized expense relating to outstanding options granted prior to the Company’s convertible senior notes being treated as convertible securities and included in dilutive earnings per share calculations using the if-converted method. EITF 04-8 will require retroactive application beginning with the three months ended December 31,implementation of SFAS 123 on July 1, 2003, ~~which is the first quarter the Company’s convertible senior notes were outstanding. Under EITF 04-8, diluted earnings per share would be $0.41 per share for the three months ended September~~that are expected to vest subsequent to June 30, ~~2004.~~2005.


	September 30, 2004			June 30, 2004			December 31, 2004			June 30, 2004
Finance receivables unsecuritized, net of fees	$	726,530		$	451,010		$	1,129,951		$	451,010
Finance receivables securitized, net of fees		6,459,432			6,331,270			6,492,600			6,331,270
Less nonaccretable acquisition fees		(176,637	)		(176,203	)		(177,819	)		(176,203	)
Less allowance for loan losses		(270,497	)		(242,208	)		(282,364	)		(242,208	)

	$	6,738,828		$	6,363,869		$	7,162,368		$	6,363,869

Finance receivables securitized represent receivables transferred to the Company’s special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include ~~$604.2~~$978.9 million and $337.9 million pledged under the Company’s warehouse credit facilities as of ~~September 30~~December 31 and June 30, 2004, respectively.

The accrual of finance charge income has been suspended on ~~$314.5~~$331.2 million and $255.6 million of ~~delinquent~~ finance receivables as of ~~September 30~~December 31 and June 30, 2004, respectively.

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

A summary of the nonaccretable acquisition fees and discounts is as follows (in thousands):


	Three Months Ended September 30,						Three Months Ended December 31,					Six Months Ended December 31,
	2004			2003			2004			2003		2004			2003
Balance at beginning of period	$	176,203		$	102,719		$	176,637		$	122,546	$	176,203		$	102,719
Purchases of receivables		4,988			20,910			6,806			17,418		11,794			38,328
Net charge-offs		(4,554	)		(1,083	)		(5,624	)				(10,178	)		(1,083	)

Balance at end of period	$	176,637		$	122,546		$	177,819		$	139,964	$	177,819		$	139,964


	Three Months Ended September 30,						Three Months Ended December 31,						Six Months Ended December 31,
	2004			2003			2004			2003			2004			2003
Balance at beginning of period	$	242,208		$	226,979		$	270,497		$	235,885		$	242,208		$	226,979
Provision for loan losses		98,716			64,243			100,197			61,356			198,913			125,599
Net charge-offs		(70,427	)		(55,337	)		(88,330	)		(83,407	)		(158,757	)		(138,744	)

Balance at end of period	$	270,497		$	235,885		$	282,364		$	213,834		$	282,364		$	213,834

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):


	Three Months Ended September 30,				Three Months Ended December 31,					Six Months Ended December 31,
	2004		2003		2004		2003			2004		2003
Receivables securitized	$	874,318	$	1,011,050	$	810,812	$	1,311,477		$	1,685,130	$	2,322,527
Net proceeds from securitization		800,000		915,000		750,000		1,200,000			1,550,000		2,115,000
Servicing fees:
Sold		32,322		57,541		26,859		49,468			59,181		107,009
Secured financing (a)		39,680		21,142		42,002		30,901			81,682		52,043
Distributions from Trusts, net of swap payments:
Sold		100,282		82,292		98,804		(4,223	)		199,086		78,069
Secured financing		150,660		37,362		124,373		38,300			275,033		75,662

As of ~~September 30~~December 31 and June 30, 2004, the Company was servicing ~~$10,741.9~~$9,979.8 million and $11,471.8 million, respectively, of finance receivables that have been sold or transferred to securitization Trusts.

Credit enhancement assets represent the present value of the Company’s retained interests in securitizations accounted for as sales. Credit enhancement assets consist of the following (in thousands):


	September 30, 2004		June 30, 2004		December 31, 2004		June 30, 2004
Interest-only receivables from Trusts	$	89,878	$	110,952	$	70,472	$	110,952
Investments in Trust receivables		456,372		528,345		373,895		528,345
Restricted cash – gain on sale Trusts		422,014		423,025
Restricted cash - gain on sale Trusts						418,922		423,025

	$	968,264	$	1,062,322	$	863,289	$	1,062,322

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


	Three Months Ended September 30,						Three Months Ended December 31,						Six Months Ended December 31,
	2004			2003			2004			2003			2004			2003
Balance at beginning of period	$	1,062,322		$	1,360,618		$	968,264		$	1,282,650		$	1,062,322		$	1,360,618
Distributions from Trusts		(103,229	)		(92,452	)		(99,425	)		(4,662	)		(202,654	)		(97,114	)
Accretion of present value discount		16,777			13,964			4,811			9,998			21,588			23,962
Other-than-temporary impairment		(91	)		(13,255	)		(1,031	)		(18,314	)		(1,122	)		(31,569	)
Change in unrealized gain		(8,027	)		13,952			(9,725	)		(1,464	)		(17,752	)		12,488
Foreign currency translation adjustment		512			(177	)		395			598			907			421

Balance at end of period	$	968,264		$	1,282,650		$	863,289		$	1,268,806		$	863,289		$	1,268,806

With respect to the Company’s securitization transactions covered by a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios (delinquency, cumulative default or cumulative net loss triggers) in a Trust’s pool of receivables exceed certain targets, the specified minimum credit enhancement levels would be increased.

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

The Company has exceeded its targeted cumulative net loss triggers in ~~nine~~eight of the remaining ~~ten~~nine FSA Program securitizations and waivers were not granted by FSA. Accordingly, as of ~~September 30,~~December 31, 2004, cash of approximately ~~$310~~$237.4 million generated by FSA Program securitizations otherwise distributable to the Company has been used to fund increased credit enhancement levels for the securitizations that breached their cumulative net loss triggers. The Company expects to exceed its targeted cumulative net loss ~~triggers~~trigger on the remaining FSA Program securitization during fiscal 2005, which will require an increased credit enhancement level for such ~~transaction.~~securitization. The impact of delaying and reducing the amount of cash to be released to the Company during fiscal 2005 is not expected to be material to the Company’s liquidity position.

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


	September 30, 2004		June 30, 2004		December 31, 2004	June 30, 2004
Cumulative credit losses	12.6% -15.2	%	12.4% -14.9	%	12.8% - 15.0%	12.4% - 14.9%

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

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


	September 30, 2004		June 30, 2004		December 31, 2004		June 30, 2004
Commercial paper facility	$	451,765			$	171,898
Medium term note facility		500,000	$	500,000		650,000	$	500,000
Repurchase facility		69,767				127,039

	$	1,021,532	$	500,000	$	948,937	$	500,000

Further detail regarding terms and availability of the warehouse credit facilities as of ~~September 30,~~December 31, 2004, follows (in thousands):


Maturity	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (d)		Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (d)
Commercial paper facility:
November 2006 (a)(b)	$	1,950,000	$	451,765	$	534,096	$	5,385
November 2007 (a)(b)									$	1,950,000	$	171,898	$	199,113	$	2,006
Medium term note:
February 2005 (a)(c)		500,000		500,000				500,000
October 2007 (a)(c)										650,000		650,000		654,733		54,547
Repurchase facility:
August 2005 (a)		400,000		69,767		70,121				400,000		127,039		125,092		2,645

	$	2,850,000	$	1,021,532	$	604,217	$	505,385	$	3,000,000	$	948,937	$	978,938	$	59,198

In August 2004, the Company entered into a $400.0 million special purpose financing facility under which the Company can finance the repurchase of finance receivables from securitization Trusts upon exercise of the ~~Trust’s~~ clean-up call option. ~~This repurchase facility will mature in August 2005.~~

In October 2004, the Company terminated the $500.0 million medium term note facility and entered into a $650.0 million medium term note ~~facility that will mature in October 2007. This facility replaced the $500.0 million medium term note facility the Company terminated subsequent to September 30, 2004.~~facility.

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

In January 2005, the Company entered into a $150.0 million warehouse facility to fund higher credit quality receivables. This facility will mature in January 2006, at which time the outstanding debt balance can either be repaid in full or over time based on the amortization of receivables pledged.

The Company’s warehouse credit facilities ~~including the $650.0 million medium term note facility,~~ are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits. Under these funding agreements, the Company transfers finance receivables to special purpose finance subsidiaries of the Company. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance receivables and cash. The agents provide funding under the notes to the subsidiaries pursuant to an advance formula, and the subsidiaries forward the funds to the Company in consideration for the transfer of finance receivables. While these subsidiaries are included in the Company’s consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and

other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to creditors of AmeriCredit Corp. or its other subsidiaries. Advances under the funding agreements bear interest at commercial paper, LIBOR or prime rates plus specified fees depending upon the source of funds provided by the agents.

The Company is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, certain funding agreements contain various covenants requiring minimum financial ratios, asset quality, and portfolio performance ratios (cumulative net loss, delinquency and repossession ratios) as well as limits on deferment levels. Failure to meet any of these covenants ~~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,~~December 31, 2004, ~~all of~~ the Company’s warehouse credit facilities were in compliance with ~~the financial and performance ratios.~~

Debt issuance costs are being amortized over the expected term of the warehouse credit facilities. Unamortized costs of ~~$8.9~~$11.4 million and $8.3 million as of ~~September 30, 2004~~December 31 and June 30, 2004, respectively, are included in other assets on the consolidated balance sheets.

Securitization notes payable represents debt issued by the Company in securitization transactions accounted for as secured financings. Debt issuance costs are being amortized over the expected term of the securitizations; accordingly, unamortized costs of ~~$22.3 million and~~ $21.7 million as of ~~September 30~~December 31 and June 30, 2004, ~~respectively,~~ are included in other assets on the consolidated balance sheets.


Transaction	Maturity Date (d)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged		Note Balance		Maturity Date (d)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged		Note Balance
2002-E-M	June 2009	$	1,700,000	3.2	%	$	825,252	$	769,360	June 2009	$	1,700,000	3.2	%	$	718,387	$	668,618
C2002-1 Canada (a)(b)	December 2009		137,000	5.5	%		93,455		91,017	December 2009		137,000	5.5	%		83,303		47,701
2003-A-M	November 2009		1,000,000	2.6	%		579,649		506,137	November 2009		1,000,000	2.6	%		504,953		441,965
2003-B-X	January 2010		825,000	2.3	%		502,818		440,847	January 2010		825,000	2.3	%		440,308		385,058
2003-C-F	May 2010		915,000	2.8	%		628,754		553,205	May 2010		915,000	2.8	%		548,675		480,615
2003-D-M	August 2010		1,200,000	2.3	%		902,108		774,186	August 2010		1,200,000	2.3	%		794,543		682,535
2004-A-F	February 2011		750,000	2.3	%		622,016		546,773	February 2011		750,000	2.3	%		542,049		477,601
2004-B-M	March 2011		900,000	2.2	%		825,338		729,904	March 2011		900,000	2.2	%		731,234		631,979
2004-1 (c)	August 2011		575,000	3.7	%		629,266		522,440	July 2010		575,000	3.7	%		571,316		457,633
2004-C-A	May 2011		800,000	3.2	%		850,776		799,909	May 2011		800,000	3.2	%		789,237		721,035
2004-D-F										July 2011		750,000	3.1	%		768,595		725,891

		$	8,802,000			$	6,459,432	$	5,733,778		$	9,552,000			$	6,492,600	$	5,720,631

As of ~~September 30~~December 31 and June 30, 2004, the Company had interest rate swap agreements with underlying notional amounts of ~~$1,213.5~~$1,011.1 million and $1,469.6 million, respectively. ~~The~~As of December 31, 2004, the fair value of the Company’s interest rate swap agreements of ~~$5.2~~$2.2 million ~~and $6.8 million as~~are included in other assets on the consolidated balance sheets. As of ~~September 30 and~~ June 30, 2004, ~~respectively,~~the fair value of the Company’s interest rate swap agreements of $6.8 million are included in derivative financial instruments on the consolidated balance sheets. Interest rate swap agreements designated as hedges had unrealized ~~losses~~gains of ~~$0.8~~$3.9 million and ~~unrealized gains of~~ $1.3 million included in accumulated other comprehensive income as of ~~September 30~~December 31 and June 30, 2004, respectively. The ineffectiveness related to the interest

rate swap agreements designated as hedges was not material for the three ~~month periods~~and six months ended ~~September 30,~~December 31, 2004 and 2003. The Company estimates approximately ~~$0.8~~$1.7 million of unrealized ~~losses~~gains included in other comprehensive income will be reclassified into earnings within the next twelve months.

As of ~~September 30~~December 31 and June 30, 2004, the Company had interest rate cap agreements with underlying notional amounts of ~~$2,010.0~~$2,195.5 million and ~~$1,807.8~~$2,335.0 million, respectively. The fair value of the Company’s interest rate cap agreements purchased by its special purpose finance subsidiaries of ~~$10.5~~$7.0 million and $5.9 million as of ~~September 30~~December 31 and June 30, 2004, respectively, are included in other assets on the consolidated balance sheets. The fair value of the Company’s interest rate cap agreements sold by the Company of ~~$10.2~~$6.7 million and $5.6 million as of ~~September 30~~December 31 and June 30, 2004, respectively, are included as derivative financial instruments on the consolidated balance sheets.

Under the terms of its derivative financial instruments, the Company is required to pledge certain funds to be held in restricted cash accounts as collateral for the outstanding derivative transactions. As of ~~September 30~~December 31 and June 30, 2004, these restricted cash accounts totaled ~~$13.5~~$13.4 million and $36.3 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 bonds of the asset-backed securities issued in certain of its senior subordinate securitization transactions. The total outstanding balance of the subordinated asset-backed securities guaranteed by the Company was $5.7 million and $6.1 million at September 30 and June 30, 2004, respectively. 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 sheets to reflect estimates of future cash flows for settlement of the guarantees.

The payments of principal and interest on the Company’s senior notes and convertible senior notes are guaranteed by certain of the Company’s subsidiaries. As of ~~September 30,~~December 31, 2004, the carrying value of the senior notes and convertible senior notes were ~~$166.5~~$166.6 million and $200.0 million, respectively. See guarantor consolidating financial statements in Note ~~12.~~13.

The Company has committed to offering specific financial guaranty insurance providers the opportunity to provide insurance policies in connection with certain of its future insured securitizations, at competitive market terms. The Company’s commitment to one insurer provides for a specified proportion of financial guaranty insurance to be offered to them during the fiscal year ending June 30, 2005.

As a consumer finance company, the Company is subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud, breach of contract and discriminatory treatment of credit applicants. Some litigation against the Company could take the form of class action complaints by consumers. As the assignee of finance contracts originated by dealers, the Company may also be named as a co-defendant in lawsuits filed by consumers principally against dealers. The damages and penalties claimed by consumers in these types of matters can be substantial. The relief requested by the plaintiffs varies but ~~includes~~can include requests for compensatory, statutory and punitive damages. The Company believes that it has taken prudent steps to address and mitigate the litigation risks associated with its business activities.

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

its granting of deferments, which is a common practice within the auto finance industry, complied with the covenants contained in its securitization and warehouse financing documents, and that its deferment activities were properly disclosed to all constituents, including shareholders, asset-backed investors, creditors and credit enhancement providers.

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

plaintiff’s complaint in the Pierce lawsuit was deficient and ordered the plaintiff to cure such deficiencies or the case would be dismissed. On April 27, 2004, the Court issued an order consolidating the Lewis case into the Pierce case. In connection with the order consolidating the Lewis and Pierce cases, the Court granted the plaintiffs permission to file an amended, consolidated complaint, which they have done. The Company and the other defendants have filed motions to dismiss the amended complaint, and such motions are presently pending.

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

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

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

During the six months ended December 31, 2004, the Company repurchased 7,286,877 shares of its common stock under the stock repurchase plans approved by the Board of Directors in April and August 2004. As of February 2, 2005, the Company completed the repurchases authorized under the August 2004 plan.

On January 25, 2005, the Company announced the approval of another stock repurchase plan by its Board of Directors. The stock repurchase plan authorizes the Company to repurchase up to $500.0 million of its common stock in the open market or in privately negotiated transactions, based on market conditions.

The Company recognized restructuring charges of ~~$0.5~~$0.1 million and ~~$0.7~~$0.6 million during the three ~~month periods~~and six months ended ~~September 30,~~December 31, 2004, respectively, and $(0.3) million and $0.5 million for the three and six months ended December 31, 2003, respectively.

As of ~~September 30,~~December 31, 2004, total costs incurred to date in connection with the closing of the Jacksonville collections center and the abandonment of excess capacity at the Company’s Chandler collections center and corporate headquarters in fiscal 2004 includes $2.2 million in personnel-related costs and $12.4 million of contract termination and other associated costs. Total costs incurred to date in connection with the ~~revision of the~~ Company’s revised operating plan in February 2003 includes $18.8 million in personnel-related costs, ~~$25.2~~$25.3 million of contract termination costs and $28.4 million in other associated costs.

A summary of the liabilities, which are included in accrued taxes and expenses on the consolidated balance sheet, for the restructuring charges for the ~~three~~six months ended ~~September 30,~~December 31, 2004, 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 data):


		Three Months Ended September 30,				Three Months Ended December 31,				Six Months Ended December 31,
		2004		2003		2004		2003		2004		2003
Net income		$	68,807	$	33,325	$	64,567	$	47,168	$	133,374	$	80,493

Interest expense related to convertible senior notes, net of related tax effects							718		348		1,433		348

Adjusted net income						$	65,285	$	47,516	$	134,807	$	80,841

Weighted average shares outstanding			155,611,880		156,467,588		154,062,587		156,600,326		154,861,396		156,533,957

Incremental shares resulting from assumed conversions:
Stock options			3,276,978		338,640		3,109,199		1,728,588		3,193,088		1,033,614
Warrants			712,613		37,779		740,098		406,103		726,356		221,941
Convertible senior notes							10,705,205		5,701,685		10,705,205		2,850,843

			3,989,591		376,419		14,554,502		7,836,376		14,624,649		4,106,398
	��
Weighted average shares and assumed incremental shares			159,601,471		156,844,007		168,617,089		164,436,702		169,486,045		160,640,355

Earnings per share:
Basic		$	0.44	$	0.21	$	0.42	$	0.30	$	0.86	$	0.51

Diluted		$	0.43	$	0.21	$	0.39	$	0.29	$	0.80	$	0.50

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

Diluted earnings per share have been computed by dividing net income, adjusted for interest expense (net of related tax effects) related to the Company’s convertible senior notes, by the weighted average shares and assumed incremental shares. ~~Assumed~~The treasury stock method was used to compute the assumed incremental shares ~~were computed using~~impact of the ~~treasury~~Company’s outstanding stock ~~method.~~options and warrants. The average common stock market prices for the periods were used to determine the number of incremental shares.

Options to purchase approximately 1.0 million and ~~11.7~~8.5 million shares of common stock at ~~September 30,~~December 31, 2004 and 2003, respectively, were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares.

The if-converted method was used to calculate the impact of the Company’s convertible senior notes which may be converted into 10.7 million shares of common stock if certain conditions are met, were not included in the computation of diluted earnings per share because the contingent conversion conditions have not been met. See Note 1 for discussion ofon assumed incremental shares. As required by EITF 04-8, ~~which will~~assumed incremental shares for the three and six months ended December 31, 2003, were retroactively adjusted for the impact of the ~~Company’s future calculation of diluted earnings per share.~~convertible senior notes.

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


	Three Months Ended September 30,				Six Months Ended December 31,
	2004		2003		2004		2003
Interest costs (none capitalized)	$	50,747	$	56,770	$	119,745	$	128,891
Income taxes		32,085		11,413		95,284		48,424

The Company received a tax refund of $70.0 million in ~~the three months ended September 30,~~July 2003.

The payments of principal and interest on the Company’s senior notes and convertible senior notes are guaranteed by certain of the Company’s subsidiaries (the “Subsidiary Guarantors”). The separate financial statements of the Subsidiary Guarantors are not included herein because the Subsidiary Guarantors are wholly-owned consolidated subsidiaries of the Company and are jointly, severally and unconditionally liable for the obligations represented by the senior notes and convertible senior notes. The Company believes that the consolidating financial information for the Company, the combined Subsidiary Guarantors and the combined Non-Guarantor Subsidiaries 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				$	523,795	$	2,478					$	526,273					$	481,231	$	6,600					$	487,831
Finance receivables, net					91,969		6,646,859						6,738,828						100,795		7,061,573						7,162,368
Interest-only receivables from Trusts							89,878						89,878						12		70,460						70,472
Investments in Trust receivables					4,399		451,973						456,372						3,699		370,196						373,895
Restricted cash - gain on sale Trusts					3,592		418,422						422,014						3,879		415,043						418,922
Restricted cash - securitization notes payable							516,844						516,844								489,406						489,406
Restricted cash - warehouse credit facilities							507,476						507,476								83,552						83,552
Property and equipment, net	$	349			97,520		2						97,871		$	349			90,163		1						90,513
Deferred income taxes		13,477			4,923		(11,198	)					7,202			49,196			14,784		(50,370	)					13,610
Other assets		7,737			103,682		44,976		$	(8,796	)		147,599			7,084			167,720		53,906		$	(9,436	)		219,274
Due from affiliates		1,344,331					462,885			(1,807,216	)					1,274,568					1,236,646			(2,511,214	)
Investment in affiliates		1,192,585			2,324,637		326,966			(3,844,188	)					1,247,615			3,074,262		333,716			(4,655,593	)

Total assets	$	2,558,479		$	3,154,517	$	9,457,561		$	(5,660,200	)	$	9,510,357		$	2,578,812		$	3,936,545	$	10,070,729		$	(7,176,243	)	$	9,409,843

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities:
Warehouse credit facilities						$	1,021,532					$	1,021,532							$	948,937					$	948,937
Securitization notes payable							5,784,733		$	(50,955	)		5,733,778								5,774,103		$	(53,472	)		5,720,631
Senior notes	$	166,499											166,499		$	166,585											166,585
Convertible senior notes		200,000											200,000			200,000											200,000
Other notes payable		16,513		$	1,939								18,452			10,077		$	1,786								11,863
Funding payable					41,278		458						41,736						78,155		497						78,652
Accrued taxes and expenses		27,823			102,840		43,382			(8,796	)		165,249			53,860			41,050		42,731			(9,436	)		128,205
Derivative financial instruments					15,330		137						15,467						6,680								6,680
Due to affiliates					1,779,962					(1,779,962	)								2,482,613					(2,482,613	)

Total liabilities		410,835			1,941,349		6,850,242			(1,839,713	)		7,362,713			430,522			2,610,284		6,766,268			(2,545,521	)		7,261,553

Shareholders’ equity:
Common stock		1,643			27,448		78,535			(105,983	)		1,643			1,647			75,355		30,627			(105,982	)		1,647
Additional paid-in capital		1,106,997			41,750		932,531			(974,281	)		1,106,997			1,114,453			41,750		1,607,559			(1,649,309	)		1,114,453
Accumulated other comprehensive income		32,542			7,731		36,666			(44,397	)		32,542			31,592			13,400		31,757			(45,157	)		31,592
Retained earnings		1,116,532			1,136,239		1,559,587			(2,695,826	)		1,116,532			1,181,099			1,195,756		1,634,518			(2,830,274	)		1,181,099

		2,257,714			1,213,168		2,607,319			(3,820,487	)		2,257,714			2,328,791			1,326,261		3,304,461			(4,630,722	)		2,328,791
Treasury stock		(110,070	)										(110,070	)		(180,501	)										(180,501	)

Total shareholders’ equity		2,147,644			1,213,168		2,607,319			(3,820,487	)		2,147,644			2,148,290			1,326,261		3,304,461			(4,630,722	)		2,148,290

Total liabilities and shareholders’ equity	$	2,558,479		$	3,154,517	$	9,457,561		$	(5,660,200	)	$	9,510,357		$	2,578,812		$	3,936,545	$	10,070,729		$	(7,176,243	)	$	9,409,843


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

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

LIABILITIES AND SHAREHOLDERS’ EQUITY

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

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

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

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

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

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


	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated		AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	20,497		$	249,431				$	269,928			$	18,635		$	273,040				$	291,675
Servicing income				30,463			28,894					59,357				25,222			15,150					40,372
Other income	$	8,622		146,442			264,515	$	(408,908	)		10,671	$	18,114		268,853			553,636	$	(827,883	)		12,720
Equity in income of affiliates		68,647		39,680					(108,327	)				59,517		74,931					(134,448	)

		77,269		237,082			542,840		(517,235	)		339,956		77,631		387,641			841,826		(962,331	)		344,767

Costs and expenses
Operating expenses		2,730		31,362			39,909					74,001		4,636		30,887			44,478					80,001
Provision for loan losses				(22,510	)		121,226					98,716				22,271			77,926					100,197
Interest expense		5,638		142,065			318,721		(408,908	)		57,516		5,462		283,913			600,484		(827,883	)		61,976
Restructuring charges				506								506				105								105

		8,368		151,423			479,856		(408,908	)		230,739		10,098		337,176			722,888		(827,883	)		242,279

Income before income taxes		68,901		85,659			62,984		(108,327	)		109,217		67,533		50,465			118,938		(134,448	)		102,488

Income tax provision		94		17,012			23,304					40,410
Income tax provision (benefit)														2,966		(9,052	)		44,007					37,921

Net income	$	68,807	$	68,647		$	39,680	$	(108,327	)	$	68,807	$	64,567	$	59,517		$	74,931	$	(134,448	)	$	64,567


	AmeriCredit Corp.			Guarantors			Non- Guarantors		Eliminations			Consolidated		AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income				$	14,303		$	197,469				$	211,772			$	17,079		$	207,935				$	225,014
Servicing income					63,208			5,784					68,992				45,211			2,748					47,959
Other income	$	10,023			99,882			293,848	$	(396,272	)		7,481	$	16,622		207,393			505,726	$	(721,230	)		8,511
Equity in income of affiliates		34,070			33,778					(67,848	)				44,635		96,725					(141,360	)

		44,093			211,171			497,101		(464,120	)		288,245		61,257		366,408			716,409		(862,590	)		281,484

Costs and expenses
Operating expenses		1,855			62,505			16,624					80,984		2,906		55,725			29,709					88,340
Provision for loan losses					(7,250	)		71,493					64,243				53,784			7,572					61,356
Interest expense		9,364			120,930			354,722		(396,272	)		88,744		9,647		244,123			523,747		(721,230	)		56,287
Restructuring charges					739								739				(271	)							(271	)

		11,219			176,924			442,839		(396,272	)		234,710		12,553		353,361			561,028		(721,230	)		205,712

Income before income taxes		32,874			34,247			54,262		(67,848	)		53,535		48,704		13,047			155,381		(141,360	)		75,772

Income tax (benefit) provision		(451	)		177			20,484					20,210
Income tax provision (benefit)															1,536		(31,588	)		58,656					28,604

Net income	$	33,325		$	34,070		$	33,778	$	(67,848	)	$	33,325	$	47,168	$	44,635		$	96,725	$	(141,360	)	$	47,168


	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated			AmeriCredit Corp.			Guarantors			Non-Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	68,807		$	68,647		$	39,680		$	(108,327	)	$	68,807		$	133,374		$	128,164		$	114,611		$	(242,775	)	$	133,374
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		688			4,469			3,841						8,998			1,274			10,197			7,725						19,196
Provision for loan losses					(22,510	)		121,226						98,716						(239	)		199,152						198,913
Deferred income taxes		223,532			86,512			(308,576	)					1,468			191,246			75,462			(264,569	)					2,139
Accretion of present value discount					4,175			(31,301	)					(27,126	)					8,296			(49,966	)					(41,670	)
Impairment of credit enhancement assets								91						91									1,122						1,122
Other		629			(9	)		(742	)					(122	)		2,507			(1,059	)		(3,841	)					(2,393	)
Distributions from gain on sale Trusts, net of swap payments					(860	)		101,142						100,282						4			199,082						199,086
Equity in income of affiliates		(68,647	)		(39,680	)					108,327						(128,164	)		(114,611	)					242,775
Changes in assets and liabilities:
Other assets		1,801			16,502			4,979						23,282			989			(44,019	)		9,236						(33,794	)
Accrued taxes and expenses		8,709			(9,125	)		5,212						4,796			38,707			(74,119	)		4,458						(30,954	)

Net cash provided (used) by operating activities		235,519			108,121			(64,448	)					279,192
Net cash provided by (used in) operating activities																	239,933			(11,924	)		217,010						445,019

Cash flows from investing activities:
Purchases of receivables					(1,178,422	)		(1,183,002	)		1,183,002			(1,178,422	)					(2,401,555	)		(2,407,933	)		2,407,933			(2,401,555	)
Principal collections and recoveries on receivables					14,087			701,611						715,698						19,315			1,435,576						1,454,891
Net proceeds from sale of receivables					1,183,002						(1,183,002	)								2,407,933						(2,407,933	)
Purchases of property and equipment					(635	)								(635	)					(1,662	)								(1,662	)
Change in restricted cash - securitization notes payable								(31,940	)					(31,940	)								(2,755	)					(2,755	)
Change in restricted cash - warehouse credit facilities								(297,601	)					(297,601	)								126,323						126,323
Change in other assets					22,235									22,235						22,732									22,732
Net change in investment in affiliates		8,252			1,784,778			(122,974	)		(1,670,056	)					7,565			1,115,299			(129,723	)		(993,141	)

Net cash provided (used) by investing activities		8,252			1,825,045			(933,906	)		(1,670,056	)		(770,665	)
Net cash provided by (used in) investing activities																	7,565			1,162,062			(978,512	)		(993,141	)		(802,026	)

Cash flows from financing activities:
Net change in warehouse credit facilities								521,532						521,532									448,937						448,937
Issuance of securitization notes								800,000						800,000									1,550,000						1,550,000
Payments on securitization notes								(669,787	)					(669,787	)								(1,436,780	)					(1,436,780	)
Debt issuance costs		(10	)		(777	)		(4,407	)					(5,194	)		(71	)		(776	)		(10,369	)					(11,216	)
Net change in notes payable		(2,872	)		(226	)								(3,098	)		(9,308	)		(471	)								(9,779	)
Repurchase of common stock		(67,831	)											(67,831	)		(144,145	)											(144,145	)
Net proceeds from issuance of common stock		19,586						(1,646,380	)		1,646,380			19,586			24,683						(971,353	)		971,353			24,683
Net change in due (to) from affiliates		(197,937	)		(1,830,530	)		1,999,855			28,612						(128,174	)		(1,090,091	)		1,187,659			30,606

Net cash (used) provided by financing activities		(249,064	)		(1,831,533	)		1,000,813			1,674,992			595,208
Net cash (used in) provided by financing activities																	(257,015	)		(1,091,338	)		768,094			1,001,959			421,700

Net (decrease) increase in cash and cash equivalents		(5,293	)		101,633			2,459			4,936			103,735			(9,517	)		58,800			6,592			8,818			64,693

Effect of Canadian exchange rate changes on cash and cash equivalents		5,293			712			19			(4,936	)		1,088			9,517			981			8			(8,818	)		1,688

Cash and cash equivalents at beginning of period					421,450									421,450						421,450									421,450

Cash and cash equivalents at end of period	$			$	523,795		$	2,478		$			$	526,273		$			$	481,231		$	6,600		$			$	487,831


	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated			AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	33,325		$	34,070		$	33,778		$	(67,848	)	$	33,325		$	80,493		$	78,705		$	130,503		$	(209,208	)	$	80,493
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		528			7,956			33,835						42,319			1,533			14,307			38,435						54,275
Provision for loan losses					(7,250	)		71,493						64,243						46,534			79,065						125,599
Deferred income taxes		(20,216	)		5,648			14,969						401			(50,995	)		(25,864	)		73,627						(3,232	)
Accretion of present value discount					2,862			(27,568	)					(24,706	)					10,042			(51,553	)					(41,511	)
Impairment of credit enhancement assets					1,550			11,705						13,255						1,551			30,018						31,569
Other		(748	)		1,141			1,557						1,950			(1,450	)		869			1,488						907
Distributions from gain on sale Trusts, net of swap payments					(6,887	)		89,179						82,292						(13,236	)		91,305						78,069
Equity in income of affiliates		(34,070	)		(33,778	)					67,848						(78,705	)		(130,503	)					209,208
Changes in assets and liabilities:
Other assets		84,827			(65,897	)		2,638						21,568			77,130			599			20,876						98,605
Accrued taxes and expenses		(56,062	)		50,103			3,477						(2,482	)		(24,154	)		(15,425	)		7,021						(32,558	)

Net cash provided (used) by operating activities		7,584			(10,482	)		235,063						232,165
Net cash provided by (used in) operating activities																	3,852			(32,421	)		420,785						392,216

Cash flows from investing activities:
Purchases of receivables					(821,265	)		(807,763	)		807,763			(821,265	)					(1,719,041	)		(1,789,924	)		1,789,924			(1,719,041	)
Principal collections and recoveries on receivables					36,934			416,705						453,639						(25,061	)		993,469						968,408
Net proceeds from sale of receivables					807,763						(807,763	)								1,789,924						(1,789,924	)
Dividends																	136			(25,919	)					25,783
Purchases of property and equipment					(1,454	)								(1,454	)					(2,138	)		1						(2,137	)
Change in restricted cash - securitization notes payable								(42,578	)					(42,578	)								(108,585	)					(108,585	)
Change in restricted cash - warehouse credit facilities								437,456						437,456									699,497						699,497
Change in other assets					2,827			34,023						36,850						13,880			34,023						47,903
Net change in investment in affiliates		5,536			777,473			(1,318,270	)		535,261						16,673			1,322,776			(1,312,897	)		(26,552	)

Net cash provided (used) by investing activities		5,536			802,278			(1,280,427	)		535,261			62,648
Net cash provided by (used in) investing activities																	16,809			1,354,421			(1,484,416	)		(769	)		(113,955	)

Cash flows from financing activities:
Net change in warehouse credit facilities								101,178						101,178									(567,203	)					(567,203	)
Repayment of whole loan purchase facility								(905,000	)					(905,000	)								(905,000	)					(905,000	)
Issuance of securitization notes								915,000						915,000									2,115,000						2,115,000
Payments on securitization notes								(347,078	)					(347,078	)								(843,431	)					(843,431	)
Issuance of convertible senior notes																	200,000												200,000
Retirement of senior notes		(7,250	)											(7,250	)		(18,430	)											(18,430	)
Debt issuance costs		(13	)					(7,941	)					(7,954	)		(4,973	)					(15,553	)					(20,526	)
Net change in notes payable		(2,444	)		(196	)								(2,640	)		(6,069	)		(410	)								(6,479	)
Sale of warrants																	34,441												34,441
Purchase of call option on common stock																	(61,490	)											(61,490	)
Net proceeds from issuance of common stock		309						544,395			(544,395	)		309			2,640						7,065			(7,065	)		2,640
Net change in due (to) from affiliates		(3,116	)		(746,320	)		740,785			8,651						(170,742	)		(1,109,065	)		1,268,317			11,490

Net cash (used) provided by financing activities		(12,514	)		(746,516	)		1,041,339			(535,744	)		(253,435	)
Net cash (used in) provided by financing activities																	(24,623	)		(1,109,475	)		1,059,195			4,425			(70,478	)

Net increase (decrease) in cash and cash equivalents		606			45,280			(4,025	)		(483	)		41,378
Net (decrease) increase in cash and cash equivalents																	(3,962	)		212,525			(4,436	)		3,656			207,783

Effect of Canadian exchange rate changes on cash and cash equivalents		(606	)		(187	)		(4	)		483			(314	)		3,962			(257	)		12			(3,656	)		61

Cash and cash equivalents at beginning of period					312,497			4,424						316,921						312,497			4,424						316,921

Cash and cash equivalents at end of period	$			$	357,590		$	395		$			$	357,985		$			$	524,765		$			$			$	524,765

Item 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 through the purchase, retention, subsequent securitization and servicing of finance receivables. As used herein, “loans” include auto finance receivables originated by dealers and purchased by the Company. To fund the acquisition of receivables prior to securitization, the Company 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”) that, in turn, sell asset-backed securities to investors. Prior to October 1, 2002, these securitization transactions were structured as sales of finance receivables. Receivables sold under this structure are referred to herein as “gain on sale receivables.” The Company retains an interest in the securitization transactions in the form of credit enhancement assets, representing the estimated future excess cash flows expected to be received by the Company over the life of the securitization. Excess cash flows result from the difference between the finance charges received from the obligors on the receivables and the interest paid to investors in the asset-backed securities, net of credit losses and expenses.

Excess cash flows from the Trusts are initially utilized to fund credit enhancement requirements in order to attain specific credit ratings for the asset-backed securities issued by the Trusts. Once predetermined credit enhancement requirements are reached and maintained, excess cash flows are distributed to the Company. Credit enhancement requirements will increase if targeted portfolio performance ratios are exceeded (see Liquidity and Capital Resources section). In addition to excess cash flows, the Company ~~earns~~receives monthly base servicing 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 securitization Trusts.

The Company changed the structure of its securitization transactions beginning with transactions closed subsequent to September 30, 2002, to no longer meet the accounting criteria for sales of finance receivables. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheets. The Company recognizes finance charge and fee income on the receivables and interest expense on the securities issued in the securitization transaction, and records a provision for loan losses to cover probable loan losses on the receivables. This change has significantly impacted the Company’s reported results of operations compared to its historical results because there is no gain on sale of receivables subsequent to September 30, 2002. Accordingly, historical results may not be indicative of the Company’s future results.

On January 24, 2005, the Company announced the realignment of responsibilities for its executive leadership in order to provide each executive a greater breadth of experience in connection with the Company’s long-term succession plan. Under the new organizational structure, Chairman and Chief Executive Officer Clifton H. Morris, Jr. and President Daniel E. Berce retained their current duties and titles. Steven P. Bowman is now Chief Credit and Risk Officer, Chris A. Choate is Chief Financial Officer, Mark Floyd is Chief Operating Officer - Servicing and Preston A. Miller is Chief Operating Officer - Originations.

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

The Company’s credit enhancement assets, which represent retained interests in securitization Trusts accounted for as sales, are recorded at fair value. Because market prices are not readily available for the credit enhancement assets, fair value is determined using discounted cash flow models. The most significant assumptions made are the cumulative net credit losses to be incurred on the pool of receivables sold, the timing of those losses and the

rate at which estimated future excess cash flows are discounted. The assumptions used represent the Company’s best estimates. The assumptions may change in future periods due to changes in the economy that may impact the performance of the Company’s finance receivables and the risk profiles of its credit enhancement assets. The use of different assumptions would result in different carrying values for the Company’s credit enhancement assets and may change the amount of accretion of present value discount and impairment of credit enhancement assets recognized through the consolidated statements of income. An immediate 10% and 20% adverse change in the assumptions used to measure the fair value of credit enhancement assets would decrease the credit enhancement assets as of ~~September 30,~~December 31, 2004, as follows (in thousands):


Impact on fair value of	10% adverse change		20% adverse change		10% adverse change		20% adverse change
Expected cumulative net credit losses	$	28,514	$	57,682	$	19,911	$	38,816
Discount rate		8,603		17,444		7,413		14,730

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

The allowance for loan losses is established systematically based on the determination of the amount of probable credit losses inherent in the finance receivables as of the reporting date. The Company reviews charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as unemployment rates, and other information in order to make the necessary judgments as to probable credit losses inherent in the portfolio as of the reporting date. The Company also uses historical charge-off experience to determine a loss confirmation period, which is defined as the time between when an event, such as delinquency status, giving rise to a probable credit loss occurs with respect to a specific account and when such account is charged off. This loss confirmation period is applied to the forecasted probable credit losses to determine the amount of losses inherent in finance receivables at the reporting date. Assumptions regarding credit losses and loss confirmation periods are reviewed ~~quarterly~~periodically and may be impacted by actual performance of finance receivables and changes in any of the factors discussed above. Should the credit loss assumption or loss confirmation period increase, there could be an increase in the amount of allowance for

loan losses required, which could decrease the net carrying value of finance receivables and increase the amount of provision for loan losses recorded on the consolidated statements of income. A 10% and 20% increase in cumulative credit losses over the loss confirmation period would increase the allowance for loan losses as of ~~September 30,~~December 31, 2004, as follows (in thousands):

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

On July 1, 2003, the Company adopted the fair value recognition provisions of Statement of Financial Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), prospectively for all awards granted or modified subsequent to June 30, 2003. The fair value of each option granted or modified during the three and six months ended ~~September 30,~~December 31, 2004 and 2003, was estimated using an option-pricing model based on the following weighted average assumptions:

~~There were no options granted or modified during the three months ended September 30, 2004.~~

Assumptions are reviewed each time there is a new grant or modification of a previous grant and may be impacted by actual fluctuation in the Company’s stock price, movements in market interest rates and option terms. The use of different assumptions produces a different fair value for the options granted or modified and impacts the amount of compensation expense recognized on the consolidated statements of income. The impact of a 10% or 20% increase in the Company’s assumptions of volatility, risk-free interest rate and expected life on the amount of compensation expense recognized would not have been material for the three or six months ended ~~September 30,~~December 31, 2004 or 2003.

Three Months Ended ~~September 30,~~December 31, 2004 as compared to Three Months Ended ~~September 30,~~December 31, 2003

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


	Three Months Ended September 30,						Three Months Ended December 31,
	2004			2003			2004			2003
Balance at beginning of period	$	6,782,280		$	5,326,314		$	7,185,962		$	5,763,000
Loans purchased		1,084,786			745,076			1,120,252			700,041
Liquidations and other		(681,104	)		(308,390	)		(683,663	)		(490,604	)

Balance at end of period	$	7,185,962		$	5,763,000		$	7,622,551		$	5,972,437

Average finance receivables	$	6,952,426		$	5,485,801		$	7,394,990		$	5,870,265

~~Beginning in January 2004, the~~The Company has enhanced staffing in its branch office network in order to support new loan growth, resulting in an increase in loans purchased during the three months ended ~~September 30,~~December 31, 2004, as compared to the three months ended ~~September 30,~~December 31, 2003. The increase in liquidations and other resulted primarily from increased collections and charge-offs on finance receivables due to the increase in average finance receivables and average age, or seasoning, of the portfolio. As of ~~September 30,~~December 31, 2004 and 2003, the Company operated 91 and 89 auto lending branch ~~offices.~~offices, respectively.

The average new loan size was ~~$17,048~~$16,872 for the three months ended ~~September 30,~~December 31, 2004, compared to ~~$16,963~~$16,734 for the three months ended ~~September 30,~~December 31, 2003. The average annual percentage rate for finance receivables purchased during the three months ended ~~September 30,~~December 31, 2004, was ~~16.2%~~16.5%, compared to ~~15.8%~~16.0% during the three months ended ~~September 30,~~December 31, 2003. ~~The~~Beginning in fiscal year 2005, the Company increased loan pricing in response to the increase in short-term market interest rates.

Finance charge income increased by ~~27%~~30% to ~~$269.9~~$291.7 million for the three months ended ~~September 30,~~December 31, 2004, from ~~$211.8~~$225.0 million for the three months ended ~~September 30,~~December 31, 2003, primarily due to the increase in average finance receivables. The Company’s effective yield on its finance receivables increased to ~~15.4%~~15.6% for the three months ended ~~September 30,~~December 31, 2004, from ~~15.3%~~15.2% for the three months ended ~~September 30,~~December 31, 2003. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of the Company’s auto finance contracts due to finance receivables in nonaccrual status.


	Three Months Ended September 30,						Three Months Ended December 31,
	2004			2003			2004			2003
Servicing fees	$	32,322		$	57,541		$	26,859		$	49,468
Other-than-temporary impairment		(91	)		(13,255	)		(1,031	)		(18,314	)
Accretion		27,126			24,706			14,544			16,805

	$	59,357		$	68,992		$	40,372		$	47,959

Average gain on sale receivables	$	4,727,627		$	8,946,712		$	3,876,658		$	7,622,491

Servicing fees are earned from servicing domestic finance receivables sold to gain on sale Trusts. Servicing fees decreased as a result of the decrease in average gain on sale receivables caused by the change in the Company’s securitization transaction structure from gain on sale to secured financing. Servicing fees were 2.7% and 2.6%, annualized, of average gain on sale receivables for the three months ended ~~September 30,~~December 31, 2004 and 2003, respectively.

Other-than-temporary impairment of ~~$91,000 for the three months ended September 30, 2004, resulted from higher than forecasted net losses in certain Trusts. Other-than-temporary impairment of $13.3~~$1.0 million and $18.3 million for the three months ended ~~September 30,~~December 31, 2004 and 2003, respectively, resulted from ~~increased~~higher than forecasted default rates ~~caused by the weakness~~ in ~~the economy and lower than expected recovery rates caused by depressed used car values.~~certain gain on sale Trusts.

The present value discount related to the Company’s credit enhancement assets represents the risk-adjusted time value of money on estimated cash flows. The present value discount on credit enhancement assets is accreted into earnings over the life of the credit enhancement assets using the effective interest method. Additionally, unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. The Company recognized accretion of ~~$27.1~~$14.5 million, or ~~10.6%~~6.2%, on an annualized basis, of average credit enhancement assets, and ~~$24.7~~$16.8 million, or ~~7.4%~~5.2%, on an annualized basis, of average credit enhancement assets, during the three months ended ~~September 30,~~December 31, 2004 and 2003, respectively. The increase in accretion as an annualized percentage of average credit enhancement assets resulted from fewer securitization transactions incurring other-than-temporary impairments during the three months ended September 30, 2004, as compared to the three months ended September 30, 2003, as the Company does not record accretion in a period when such accretion would cause an other-than-temporary impairment in a securitization pool. Accretion as an annualized percentage of average credit enhancements was higher during the three months ended December 31, 2004, as compared to the three months ended December 31, 2003, resulting from fewer securitization transactions incurring other-than-temporary impairments during the three months ended December 31, 2004.

Other income was ~~$10.7~~$12.7 million for the three months ended ~~September 30,~~December 31, 2004, compared to ~~$7.5~~$8.5 million for the three months ended ~~September 30,~~December 31, 2003. The increase in other income is primarily due to an increase in investment income and in late fees and other fees associated with higher average finance receivables.

Operating expenses decreased to ~~$74.0~~$80.0 million for the three months ended ~~September 30,~~December 31, 2004, from ~~$81.0~~$88.3 million for the three months ended ~~September 30,~~December 31, 2003. Operating expenses declined primarily as a result of lower costs to service a declining portfolio, partially offset by increased costs ~~related~~ to support greater loan origination volume.

Provisions for loan losses are charged to income to bring the Company’s allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the three months ended ~~September 30,~~December 31, 2004 and 2003, reflected inherent losses on receivables originated during ~~that year~~those periods and changes in the amount of inherent losses on receivables originated in prior ~~years.~~periods. The provision for loan losses increased to ~~$98.7~~$100.2 million for the three months ended ~~September 30,~~December 31, 2004, from ~~$64.2~~$61.4 million for the three months ended ~~September 30,~~December 31, 2003. As an annualized percentage of average finance receivables, the provision for loan losses was ~~5.6%~~5.4% and ~~4.6%~~4.1% for the three months ended ~~September 30,~~December 31, 2004 and 2003, respectively. The provision for loan losses as a percentage of average finance receivables was higher for the three months ended ~~September 30,~~December 31, 2004, as compared to the three months ended December 31, 2003, due to the Company’s adoption of Statement of Position 03-3, “Accounting for Certain Loans on Debt Securities Acquired in a Transfer” (“SOP 03-3”), for loans acquired subsequent to June 30, 2004. Under SOP 03-3, dealer acquisition fees on loans purchased by the Company are no longer considered credit related because there is no deterioration in credit quality between the time the loan is originated and when it is acquired. Accordingly, dealer acquisition fees reduce the carrying value of finance receivables and are accreted into earnings as an adjustment to yield over the life of the loans, instead of being used to cover losses inherent in the portfolio. This change resulted in a higher provision for loan losses in order to maintain an appropriate level of allowance for loan losses.

Interest expense increased to $62.0 million for the three months ended December 31, 2004, from $56.3 million for the three months ended December 31, 2003. Average debt outstanding was $6,938.8 million and $5,967.8 million for the three months ended December 31, 2004 and 2003, respectively. The Company’s effective rate of interest paid on its debt decreased to 3.5% from 3.7% resulting from a reduction in fees on the Company’s warehouse credit facilities during the three months ended December 31, 2004, as compared to the three months ended December 31, 2003.

The Company’s effective income tax rate was 37.0% and 37.8% for the three months ended December 31, 2004 and 2003, respectively. The decrease in the Company’s effective income tax rate resulted from a reduction in the effective state tax rate as a result of a change in the mix of business due to organizational restructuring, the closure of the Florida collection center and other changes that reduced state tax exposures.

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

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

The Company changed the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 12.8% to 15.0% as of December 31, 2004, from a range of 12.6% to 15.2% as of September 30, 2004. The Company increased the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 13.2% to 14.9% as of December 31, 2003, from a range of 12.1% to 14.8% as of September 30, 2003. For the three months ended December 31, 2004 and 2003, on a Trust by Trust basis, certain Trusts experienced worse than expected credit performance and increased cumulative credit loss assumptions that resulted in the recognition of unrealized losses of $11.4 million and $5.5 million, respectively, and, for certain trusts, other-than-temporary impairment of $1.0 million and $18.3 million, respectively.

Unrealized gains related to changes in interest rates of $1.5 million and $2.3 million for the three months ended December 31, 2004 and 2003, respectively, resulted primarily from an increase in estimated future cash flows to be generated by investment income earned on the restricted cash and Trust collection accounts due to an increase in forward interest rate expectations.

Net unrealized gains of $3.0 million and $1.2 million were reclassified into earnings through accretion during the three months ended December 31, 2004 and 2003, respectively, and relate primarily to the recognition of actual excess cash collected over the Company’s prior estimate.

Unrealized gains related to changes in fair value for the three months ended December 31, 2004 and 2003, were primarily due to an increase in forward interest rate expectations.

earnings for the amount that is not expected to be recovered. Unrealized gains or losses on cash flow hedges of the Company’s floating rate debt are reclassified into earnings when interest rate fluctuations on securitization notes payable affect earnings.

Canadian currency translation adjustment gains of $4.2 million and $4.6 million for the three months ended December 31, 2004 and 2003, respectively, were included in other comprehensive (loss) income. The translation adjustment is due to the change in the value of the Company’s Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the three months ended December 31, 2004 and 2003. 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):

The Company evaluates the profitability of its lending activities based partly upon the net margin related to its managed auto loan portfolio, including finance receivables and gain on sale receivables. The Company uses this information to analyze trends in the components of the profitability of its managed auto portfolio. Analysis of net margin on a managed basis allows the Company to determine which origination channels and loan products are most profitable, guides the Company in making pricing decisions for loan products and indicates if sufficient spread exists between the Company’s revenues and cost of funds to cover operating expenses and achieve corporate profitability objectives. Additionally, net margin on a managed basis facilitates comparisons of results between the Company and other finance companies (i) that do not securitize their receivables or (ii) 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 sheets. Accordingly, no servicing income would have been recognized. Instead, finance charges would be recognized over the life of the securitized receivables as earned, and interest and other costs related to the asset-backed securities would be recognized as incurred.

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

Average managed receivables outstanding decreased by 16% because collections and other liquidations of the Company’s finance receivables have exceeded new loan purchase volume.

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 is as follows:

Net margin as a percentage of average managed finance receivables increased for the three months ended December 31, 2004, compared to the three months ended December 31, 2003, primarily as a result of lower cost of funds.

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

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

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:

Six Months Ended December 31, 2004 as compared to Six Months Ended December 31, 2003

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

The Company has enhanced staffing in its branch office network in order to support new loan growth, resulting in an increase in loans purchased during the six months ended December 31, 2004, as compared to the six months ended December 31, 2003. The increase in liquidations and other resulted primarily from increased collections and charge-offs on finance receivables due to the increase in average finance receivables and average age, or seasoning, of the portfolio. As of December 31, 2004 and 2003, the Company operated 91 and 89 auto lending branch offices, respectively.

The average new loan size was $16,958 for the six months ended December 31, 2004, compared to $16,788 for the six months ended December 31, 2003. The average annual percentage rate for finance receivables purchased during the six months ended December 31, 2004, was 16.4%, compared to 15.9% during the six months ended December 31, 2003. Beginning in fiscal year 2005, the Company increased loan pricing in response to the increase in short-term market interest rates.

Finance charge income increased by 29% to $561.6 million for the six months ended December 31, 2004, from $436.8 million for the six months ended December 31, 2003, primarily due to the increase in average finance receivables. The Company’s effective yield on its finance receivables increased to 15.5% for the six months ended December 31, 2004, from 15.3% for the six months ended December 31, 2003. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and is lower than the contractual rates of the Company’s auto finance contracts due to finance receivables in nonaccrual status.

Servicing fees are earned from servicing domestic finance receivables sold to gain on sale Trusts. Servicing fees decreased as a result of the decrease in average gain on sale receivables caused by the change in the Company’s securitization transaction structure from gain on sale to secured financing. Servicing fees were 2.7% and 2.6%, annualized, of average gain on sale receivables for the six months ended December 31, 2004 and 2003, respectively.

Other-than-temporary impairment of $1.1 million and $31.6 million for the six months ended December 31, 2004 and 2003, respectively, resulted from higher than forecasted default rates in certain gain on sale Trusts.

The present value discount related to the Company’s credit enhancement assets represents the risk-adjusted time value of money on estimated cash flows. The present value discount on credit enhancement assets is accreted into earnings over the life of the credit enhancement assets using the effective interest method. Additionally, unrealized gains on credit enhancement assets reflected in accumulated other comprehensive income are also accreted into earnings over the life of the credit enhancement assets using the effective interest method. The Company recognized accretion of $41.7 million, or 8.5%, on an annualized basis, of average credit enhancement assets, and $41.5 million, or 6.3%, on an annualized basis, of average credit enhancement assets, during the six months ended December 31, 2004 and 2003, respectively. The Company does not record accretion in a period when such accretion would cause an other-than-temporary impairment in a securitization pool. Accretion as an annualized percentage of average credit enhancements was higher during the six months ended December 31, 2004, as compared to the six months ended December 31, 2003, resulting from fewer securitization transactions incurring other-than-temporary impairments during the six months ended December 31, 2004.

Other income was $23.4 million for the six months ended December 31, 2004, compared to $16.0 million for the six months ended December 31, 2003. The increase in other income is primarily due to an increase in investment income and in late fees and other fees associated with higher average finance receivables.

Operating expenses decreased to $154.0 million for the six months ended December 31, 2004, from $169.3 million for the six months ended December 31, 2003. Operating expenses declined primarily as a result of lower costs to service a declining portfolio, partially offset by increased costs to support greater loan origination volume.

Provisions for loan losses are charged to income to bring the Company’s allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the six months ended December 31, 2004 and 2003, reflected inherent losses on receivables originated during those periods and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses increased to $198.9 million for the six months ended December 31, 2004, from $125.6 million for the six months ended December 31, 2003. As an annualized percentage of average finance receivables, the provision for loan losses was 5.5% and 4.4% for the six months ended December 31, 2004 and 2003, respectively. The provision for loan losses as a percentage of average finance receivables was higher for the six months ended December 31, 2004, as compared to the three months ended December 31, 2003, due to the Company’s adoption of Statement of Position 03-3, “Accounting for Certain Loans on Debt Securities Acquired in a Transfer” (“SOP 03-3”), for loans acquired subsequent to June 30, 2004. Under SOP 03-3, dealer acquisition fees on loans purchased by the Company are no longer considered credit related because there is no deterioration in credit quality between the time the loan is originated and when it is acquired. Accordingly, dealer acquisition fees reduce the carrying value of finance receivables and are accreted into earnings as an adjustment to yield over the life of the loans, instead of being used to cover losses inherent in the portfolio. This change resulted in a higher provision for loan losses in order to maintain an appropriate level of allowance for loan losses.

Interest expense decreased to ~~$57.5~~$119.5 million for the ~~three~~six months ended ~~September 30,~~December 31, 2004, from ~~$88.7~~$145.0 million for the ~~three~~six months ended ~~September 30,~~December 31, 2003. Average debt outstanding was ~~$6,382.5~~$6,660.7 million and ~~$5,648.8~~$5,808.8 million for the ~~three~~six months ended ~~September 30,~~December 31, 2004 and 2003, respectively. The Company’s effective rate of interest paid on its debt was 3.6% for the ~~three~~six months ended ~~September 30,~~December 31, 2004. The effective rate of interest paid on its debt for the ~~three~~six months ended ~~September 30,~~December 31, 2003, was ~~4.2%~~4.0%, excluding the recognition of $29.0 million of deferred debt issuance costs related to the whole loan purchase facility which was repaid in September 2003. The decrease in the effective rate resulted from a reduction in fees on the Company’s warehouse credit facilities and a greater use of less expensive funding options, such as securitizations, during the ~~three~~six months ended ~~September 30,~~December 31, 2004, as compared to the ~~three~~six months ended ~~September 30,~~December 31, 2003.

The Company’s effective income tax rate was 37.0% and 37.8% for the ~~three~~six months ended ~~September 30,~~December 31, 2004 and 2003, respectively. The decrease in the Company’s

state tax rate as a result of a change in the mix of business due to organizational restructuring, the closure of the Florida collection center and other changes that reduced state tax exposures.


	Three Months Ended September 30,						Six Months Ended December 31,
	2004			2003			2004			2003
Unrealized (losses) gains on credit enhancement assets	$	(13,503	)	$	11,602		$	(26,456	)	$	7,144
Unrealized (losses) gains on cash flow hedges		(2,098	)		7,541
Unrealized gains on cash flow hedges								2,642			16,251
Canadian currency translation adjustment		5,293			(601	)		9,517			3,965
Income tax benefit (provision)		6,027			(7,370	)		9,066			(8,944	)

	$	(4,281	)	$	11,172		$	(5,231	)	$	18,416

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


	Three Months Ended September 30,						Six Months Ended December 31,
	2004			2003			2004			2003
Unrealized (losses) gains related to changes in credit loss assumptions	$	(5,509	)	$	11,379		$	(17,186	)	$	6,946
Unrealized (losses) gains related to changes in interest rates		(2,498	)		2,573			(745	)		3,789
Reclassification of unrealized gains into earnings through accretion		(5,496	)		(2,350	)		(8,525	)		(3,591	)

	$	(13,503	)	$	11,602		$	(26,456	)	$	7,144

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 used in measuring the fair value of credit enhancement assets to a range of ~~12.6%~~12.8% to ~~15.2%~~15.0% as of ~~September 30,~~December 31, 2004, from a range of 12.4% to 14.9% as of June 30, 2004. The Company increased the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of ~~12.1%~~13.2% to ~~14.8%~~14.9% as of ~~September 30,~~December 31, 2003, from a range of 11.3% to 14.7% as of June 30, 2003. For the ~~three~~six months ended ~~September 30,~~December 31, 2004, on a Trust by Trust basis, certain Trusts experienced worse than expected credit performance and increased cumulative credit loss assumptions that resulted in the recognition of unrealized losses of ~~$5.5~~$17.2 million and, for certain trusts, other-than-temporary impairment of ~~$0.1~~$1.1 million. For the ~~three~~six months ended ~~September 30,~~December 31, 2003, certain Trusts experienced better than expected credit performance and decreased cumulative credit loss assumptions resulting in the recognition of unrealized gains of ~~$11.4~~$6.9 million for those securitization Trusts, while other Trusts experienced worse than expected credit performance resulting in the recognition of other-than-temporary impairment of ~~$13.3~~$31.6 million.

Unrealized losses related to changes in interest rates of ~~$2.5~~$0.7 million for the ~~three~~six months ended ~~September 30,~~December 31, 2004, resulted primarily from a decline in estimated future cash flows to be generated from investment income earned on the restricted cash and Trust ~~collections~~collection accounts due to a decrease in forward interest rate expectations. Unrealized gains related to changes in interest rates of ~~$2.6~~$3.8 million for the ~~three~~six months ended ~~September 30,~~December 31, 2003, resulted primarily from a increase in estimated future cash flows to be generated from investment income earned on the restricted cash and Trust collection accounts due to an increase in forward interest rate expectations.

Net unrealized gains of ~~$5.5~~$8.5 million and ~~$2.4~~$3.6 million were reclassified into earnings through accretion during the ~~three~~six months ended ~~September 30,~~December 31, 2004 and 2003, respectively, and relate primarily to the recognition of actual excess cash collected over the Company’s ~~initial~~prior estimate.

Unrealized ~~(losses)~~ gains on cash flow hedges consisted of the following (in thousands):

Unrealized losses related to changes in fair value for the six months ended December 31, 2004, were primarily due to a decrease in forward interest rate expectations. Unrealized gains related to changes in fair value for the ~~three~~six months ended ~~September 30, 2004 and~~December 31, 2003, were primarily due to ~~the~~an increase in forward interest rate expectations.

Unrealized gains or losses on cash flow hedges of the Company’s credit enhancement assets are reclassified into earnings when unrealized gains or losses related to interest rate fluctuations on the Company’s credit enhancement assets are reclassified. However, if the Company expects that the continued reporting of a loss in accumulated other comprehensive income would lead to recognizing a net loss on the combination of the interest rate swap agreements and the credit enhancement assets, the loss is reclassified to earnings for the amount that is not expected to be recovered. Unrealized gains or losses on cash flow hedges of the Company’s floating rate debt are reclassified into earnings when interest rate fluctuations on securitization notes payable affect earnings.

Canadian currency translation adjustment gains of ~~$5.3~~$9.5 million and ~~losses of $0.6~~$4.0 million for the ~~three~~six months ended ~~September 30,~~December 31, 2004 and 2003, respectively, were included in other comprehensive (loss) income. The translation adjustment is due to the change in the value of the Company’s Canadian dollar denominated assets related to the change in the U.S. dollar to Canadian dollar conversion rates during the ~~three~~six months ended ~~September 30,~~December 31, 2004 and 2003. The Company does not anticipate the settlement of intercompany transactions with its Canadian subsidiaries in the foreseeable future.

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


	Three Months Ended September 30,						Six Months Ended December 31,
	2004			2003			2004			2003
Finance charge income	$	269,928		$	211,772		$	561,603		$	436,786
Other income		10,671			7,481			23,391			15,992
Interest expense		(57,516	)		(88,744	)		(119,492	)		(145,031	)

Net margin	$	223,083		$	130,509		$	465,502		$	307,747

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


	Three Months Ended September 30,				Six Months Ended December 31,
	2004		2003		2004		2003
Finance receivables	$	6,952,426	$	5,485,801	$	7,174,033	$	5,678,328
Gain on sale receivables		4,727,627		8,946,712		4,302,322		8,284,781

Average managed receivables	$	11,680,053	$	14,432,513	$	11,476,355	$	13,963,109

Average managed receivables outstanding decreased by ~~19%~~18% because collections and other liquidations of the Company’s finance receivables have exceeded new loan purchase volume.

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


	Three Months Ended September 30,						Six Months Ended December 31,
	2004			2003			2004			2003
Finance charge income	$	487,018		$	592,464		$	959,817		$	1,154,106
Other income		18,293			16,792			38,778			33,967
Interest expense		(114,507	)		(198,834	)		(222,960	)		(348,331	)

Net margin	$	390,804		$	410,422		$	775,635		$	839,742


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

	Three Months Ended September 30,
	2004			2003
Finance charge income		16.6	%		16.3
Other income		0.6			0.5
Interest expense		(3.9	)		(5.5	)

Net margin as a percentage of average managed finance receivables		13.3	%		11.3	%

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

Net margin as a percentage of average managed finance receivables increased for the ~~three~~six months ended ~~September 30,~~December 31, 2004, compared to the ~~three~~six months ended ~~September 30,~~December 31, 2003, primarily as a result of lower cost of funds. Interest expense for the ~~three~~six months ended ~~September 30,~~December 31, 2003, reflected the expensing of debt issuance costs related to the termination of the whole loan purchase facility.

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


	Three Months Ended September 30,				Six Months Ended December 31,
	2004		2003		2004		2003
Finance charge income per consolidated statements of income	$	269,928	$	211,772	$	561,603	$	436,786
Adjustments to reflect finance charge income earned on receivables in gain on sale Trusts		217,090		380,692		398,214		717,320

Managed basis finance charge income	$	487,018	$	592,464	$	959,817	$	1,154,106

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


	Three Months Ended September 30,				Six Months Ended December 31,
	2004		2003		2004		2003
Other income per consolidated statements of income	$	10,671	$	7,481	$	23,391	$	15,992
Adjustments to reflect investment income earned on cash in gain on sale Trusts		2,131		1,957		5,150		3,904
Adjustments to reflect other fees earned on receivables in gain on sale Trusts		5,491		7,354		10,237		14,071

Managed basis other income	$	18,293	$	16,792	$	38,778	$	33,967

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,				Six Months Ended December 31,
	2004		2003		2004		2003
Interest expense per consolidated statements of income	$	57,516	$	88,744	$	119,492	$	145,031
Adjustments to reflect interest expense incurred by gain on sale Trusts		56,991		110,090		103,468		203,300

Managed basis interest expense	$	114,507	$	198,834	$	222,960	$	348,331

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

Finance receivables on the Company’s balance sheets include receivables purchased but not yet securitized and receivables securitized by the Company after September 30, 2002. Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses on the balance sheet at a level considered adequate to cover probable credit losses inherent in finance receivables. Historically, finance receivables were charged off to the allowance for loan losses when the Company repossessed and disposed of the automobile or the account was otherwise deemed uncollectable. During the three months ended December 31, 2003, the Company changed its charge-off policy to charge off repossessed accounts when the automobile has been repossessed and is legally available for disposition.

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~~sheets at estimated fair value, calculated based upon the present value of estimated excess future cash flows from the Trusts using, among other assumptions, estimates of future credit losses on the receivables sold. ~~Charge-offs of receivables that have been~~Receivables sold to Trusts that are subsequently charged off decrease the amount of excess future cash flows from the Trusts. If such charge-offs are expected to exceed the Company’s estimates of cumulative credit losses or if the actual timing of these losses differs from expected timing, the fair value of credit enhancement assets is written down through an other-than-temporary impairment charge to earnings to the extent the write-down exceeds any previously recorded unrealized gain.

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


	September 30, 2004							December 31, 2004
	Finance Receivables			Gain on Sale		Total Managed		Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables, net of fees	$	7,185,962		$	4,282,509	$	11,468,471	$	7,622,551		$	3,487,166	$	11,109,717

Nonaccretable acquisition fees		(176,637	)						(177,819	)
Allowance for loan losses		(270,497	)						(282,364	)

Receivables, net	$	6,738,828						$	7,162,368

Number of outstanding contracts		544,335			431,947		976,282		589,401			364,191		953,592

Average carrying amount of outstanding contract (in dollars)	$	13,201		$	9,914	$	11,747	$	12,933		$	9,575	$	11,650

Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		6.2	%						6.0	%


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

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

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

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

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

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

The allowance for loan losses and nonaccretable acquisition fees increased to ~~$447.1~~$460.2 million, or ~~6.2%~~6.0% of finance receivables, at ~~September 30,~~December 31, 2004, from $418.4 million, or 6.2% of finance receivables, at June 30, 2004. The increase in allowance for loan losses and nonaccretable acquisition fees resulted from increased finance receivables outstanding. The allowance for loan losses as a percentage of finance receivables decreased due to the expectation that favorable credit trends in the finance receivables portfolio will continue.

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


	September 30, 2004												December 31, 2004
	Finance Receivables				Gain on Sale				Total Managed				Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	337,415	4.7	%	$	416,312	9.7	%	$	753,727	6.6	%
Delinquent contracts: 31 to 60 days													$	380,272	5.0	%	$	354,739	10.2	%	$	735,011	6.6	%
Greater than 60 days		135,332	1.9			174,683	4.1			310,015	2.7			142,918	1.9			141,195	4.0			284,113	2.6

		472,747	6.6			590,995	13.8			1,063,742	9.3			523,190	6.9			495,934	14.2			1,019,124	9.2
In repossession		23,476	0.3			27,509	0.6			50,985	0.4			17,439	0.2			15,089	0.5			32,528	0.3

	$	496,223	6.9	%	$	618,504	14.4	%	$	1,114,727	9.7	%	$	540,629	7.1	%	$	511,023	14.7	%	$	1,051,652	9.5	%


	September 30, 2003												December 31, 2003
	Finance Receivables				Gain on Sale				Total Managed				Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts:
31 to 60 days	$	273,603	4.7	%	$	777,193	9.5	%	$	1,050,796	7.6	%
Delinquent contracts: 31 to 60 days													$	295,401	5.0	%	$	683,279	9.8	%	$	978,680	7.5	%
Greater than 60 days		102,038	1.8			306,724	3.8			408,762	2.9			109,514	1.8			261,243	3.7			370,757	2.9

		375,641	6.5			1,083,917	13.3			1,459,558	10.5			404,915	6.8			944,522	13.5			1,349,437	10.4
In repossession		50,425	0.9			136,054	1.6			186,479	1.3			21,058	0.3			47,249	0.6			68,307	0.5

	$	426,066	7.4	%	$	1,219,971	14.9	%	$	1,646,037	11.8	%	$	425,973	7.1	%	$	991,771	14.1	%	$	1,417,744	10.9	%

An account is considered delinquent if a substantial portion of a scheduled payment has not been received by the date such payment was contractually due. Delinquencies in the Company’s managed receivables portfolio may vary from period to period based upon the average age or seasoning of the portfolio, seasonality within the calendar year and economic factors. Due to the Company’s target customer base, a relatively high percentage of accounts become delinquent at some point in the life of a loan and there is a high rate of account movement between current and delinquent status in the portfolio.

At ~~September 30,~~December 31, 2004, a greater percentage of finance receivables in the Company’s portfolio were purchased ~~after~~since the implementation of a revised operating plan in February 2003 as compared to the percentage of the Company’s portfolio purchased after February 2003 at ~~September 30,~~December 31, 2003. The Company has experienced improved credit performance on loans originated since February 2003; accordingly, total managed finance receivables 31 to 60 days and greater-than-60 days delinquent were lower at ~~September 30,~~December 31, 2004, as compared to ~~September 30, 2003. The decline in the level of accounts in repossession is due to the Company’s change in its repossession charge-off policy in the quarter ended~~ December 31, ~~2003, to charge off accounts when the automobile is repossessed and legally available for disposition rather than when it is repossessed and disposed.~~

2003. Delinquencies in finance receivables are lower than delinquencies in gain on sale receivables due to improved credit performance on loans originated since February 2003 as well as the relative lower overall seasoning of such finance receivables.

In accordance with its policies and guidelines, the Company, at times, offers payment deferrals to consumers, whereby the consumer is allowed to move up to two delinquent payments to the end of the loan generally by paying a fee (approximately the interest portion of the payment deferred). The Company’s policies and guidelines, as well as certain contractual restrictions in the Company’s warehouse credit facilities and securitization transactions, limit the number and frequency of deferments that may be granted. The Company’s policies and ~~guide lines~~guidelines generally limit the granting of deferments on new accounts until a requisite number of payments have been received. Due to the nature of the ~~company’s~~Company’s customer base and policies and guidelines of the deferral program, approximately 50% of the Company’s customers receive a deferral at some point in the life of their loan.

An account for which all delinquent payments are deferred is classified as current at the time the deferment is granted and therefore is not included as a delinquent account. ~~Therefter,~~Thereafter, such account is aged based on the timely payment of future installments in the same manner as any other account.

Contracts receiving a payment deferral as an average quarterly percentage of average ~~managed~~ receivables outstanding were as follows:

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


	September 30, 2004						December 31, 2004
	Finance Receivables		Gain on Sale		Total Managed		Finance Receivables		Gain on Sale		Total Managed
Never deferred	84.3	%	48.7	%	71.0	%	83.4	%	45.4	%	71.5	%

Deferred:
1-2 times	14.2		41.2		24.3		14.8		41.6		23.2
3-4 times	1.2		9.8		4.4		1.5		12.7		5.0
Greater than 4 times	0.3		0.3		0.3		0.3		0.3		0.3

Total deferred	15.7		51.3		29.0		16.6		54.6		28.5

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


	June 30, 2004						June 30, 2004
	Finance Receivables		Gain on Sale		Total Managed		Finance Receivables		Gain on Sale		Total Managed
Never deferred	85.0	%	51.0	%	70.3	%	85.0	%	51.0	%	70.3	%

Deferred:
1-2 times	13.7		41.4		25.7		13.7		41.4		25.7
3-4 times	1.1		7.4		3.8		1.1		7.4		3.8
Greater than 4 times	0.2		0.2		0.2		0.2		0.2		0.2

Total deferred	15.0		49.0		29.7		15.0		49.0		29.7

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

The Company evaluates the results of its deferment strategies based upon the amount of cash installments that are collected on accounts after they have been deferred versus the extent to which the collateral underlying the deferred accounts has depreciated over the same period of time. Based on this evaluation, the Company believes that payment deferrals granted according to its policies and guidelines are an effective portfolio management technique and result in higher ultimate cash collections from the portfolio.

Changes in deferment levels do not have a direct impact on the ultimate amount of finance receivables charged off by the Company. However, the timing of a charge-off may be affected if the previously deferred account ultimately results in a charge-off. To the extent that deferrals impact the ultimate timing of when an account is charged off, historical charge-off ratios and loss confirmation periods used in the determination of the adequacy of the Company’s allowance for loan losses are also impacted. Increased use of deferrals may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the loan portfolio and therefore increase the allowance for loan losses and related provision for loan losses. Changes in these ratios and periods are considered in determining the appropriate level of allowance for loan losses and related provision for loan losses.

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


	Three Months Ended September 30,						Three Months Ended December 31,						Six Months Ended December 31,
	2004			2003			2004			2003			2004			2003
Finance receivables:
Repossession charge-offs	$	111,809		$	88,447		$	137,384		$	100,813		$	249,193		$	189,260
Less: Recoveries		(50,708	)		(42,460	)		(60,632	)		(44,673	)		(111,340	)		(87,133	)
Mandatory charge-offs (a)		13,880			10,433			17,202			27,267			31,082			37,700

Net charge-offs	$	74,981		$	56,420		$	93,954		$	83,407		$	168,935		$	139,827

Gain on sale:
Repossession charge-offs	$	162,368		$	312,920		$	152,537		$	257,888		$	314,905		$	570,808
Less: Recoveries		(60,507	)		(123,471	)		(56,203	)		(95,594	)		(116,710	)		(219,065	)
Mandatory charge-offs (a)		9,451			31,964			7,249			62,600			16,700			94,564

Net charge-offs	$	111,312		$	221,413		$	103,583		$	224,894		$	214,895		$	446,307

Total managed:
Repossession charge-offs	$	274,177		$	401,367		$	289,921		$	358,701		$	564,098		$	760,068
Less: Recoveries		(111,215	)		(165,931	)		(116,835	)		(140,267	)		(228,050	)		(306,198	)
Mandatory charge-offs (a)		23,331			42,397			24,451			89,867			47,782			132,264

Net charge-offs	$	186,293		$	277,833		$	197,537		$	308,301		$	383,830		$	586,134

Net charge-offs as an annualized percentage of average managed receivables outstanding		6.3	%		7.6	%
Net charge-offs as an annualized percentage of average receivables:
Finance receivables								5.0	%		5.6	%		4.7	%		4.9	%

Net recoveries as a percentage of gross repossession charge-offs		40.6	%		41.3	%
Gain on sale receivables								10.6	%		11.7	%		9.9	%		10.7	%

Total managed portfolio								7.0	%		9.1	%		6.6	%		8.3	%

Net recoveries as a percentage of gross repossession charge-offs:
Finance receivables								44.1	%		44.3	%		44.7	%		46.0	%

Gain on sale receivables								36.8	%		37.1	%		37.1	%		38.4	%

Total managed portfolio								40.3	%		39.1	%		40.4	%		40.3	%

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. The decrease in net charge-offs for the ~~three~~six months ended ~~September 30,~~December 31, 2004, as compared to the ~~three~~six months ended ~~September 30,~~December 31, 2003, resulted primarily from improved credit performance on loans originated since ~~February 2003. Recoveries as a percentage of repossession charge-offs decreased due to~~ the ~~increase in seasoning~~implementation of the ~~portfolio and age of vehicles repossessed and sold.~~Company’s revised operating plan in February 2003.

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

The Company used cash of ~~$1,178.4~~$2,401.6 million and ~~$821.3~~$1,719.0 million for the purchase of finance receivables during the ~~three~~six months ended ~~September 30,~~December 31, 2004 and 2003, respectively. These purchases were funded initially utilizing warehouse credit facilities and subsequently through long-term financing in securitization transactions.

In the normal course of business, the Company will pledge receivables and borrow from its warehouse credit facilities to fund its operations and repay these borrowings as appropriate under its cash management strategy.

As of ~~September 30,~~December 31, 2004, warehouse credit facilities consisted of the following (in millions):


Facility Type	Maturity		Facility Amount		Advances Outstanding		Maturity	Facility Amount		Advances Outstanding
Commercial paper	November 2006	(a)(c)	$	1,950.0	$	451.7	November 2007 (a)(b)	$	1,950.0	$	171.9
Medium term note	February 2005	(a)(b)		500.0		500.0	October 2007 (a)(c)		650.0		650.0
Repurchase facility	August 2005	(a)		400.0		69.8	August 2005 (a)		400.0		127.0

			$	2,850.0	$	1,021.5		$	3,000.0	$	948.9

The Company’s warehouse credit facilities contain various covenants requiring certain minimum financial ratios, asset quality, and portfolio performance ratios (cumulative net loss, delinquency and repossession ratios) as well as limits on deferment levels. Failure to meet any of these covenants ~~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,~~December 31, 2004, ~~all of~~ the Company’s warehouse credit facilities were in compliance with ~~the financial ratios or performance ratios.~~all covenants.

The Company has completed ~~45 auto receivable~~46 securitization transactions through ~~September 30,~~December 31, 2004. The proceeds from the transactions were primarily used to repay borrowings outstanding under the Company’s warehouse credit facilities.


Transaction	Date	Original Amount		Balance at September 30, 2004		Date	Original Amount		Balance at December 31, 2004
Gain on sale:
2000-C	August 2000	$	1,100.0	$	103.8
2000-1	November 2000		495.0		36.9
2000-D	November 2000		600.0		77.1	November 2000	$	600.0	$	61.8
2001-A	February 2001		1,400.0		203.8	February 2001		1,400.0		165.1
2001-1	April 2001		1,089.0		150.2	April 2001		1,089.0		122.9
2001-B	July 2001		1,850.0		383.1	July 2001		1,850.0		319.6
2001-C	September 2001		1,600.0		379.9	September 2001		1,600.0		321.8
2001-D	October 2001		1,800.0		452.9	October 2001		1,800.0		383.9
2002-A	February 2002		1,600.0		472.5	February 2002		1,600.0		403.4
2002-1	April 2002		990.0		269.0	April 2002		990.0		223.2
2002-A Canada (b)	May 2002		145.0		77.8	May 2002		145.0		81.6
2002-B	June 2002		1,200.0		409.9	June 2002		1,200.0		351.9
2002-C	August 2002		1,300.0		476.5	August 2002		1,300.0		412.4
2002-D	September 2002		600.0		234.3	September 2002		600.0		204.1

Total gain on sale transactions			15,769.0		3,727.7			14,174.0		3,051.7

Secured financing:
2002-E-M	October 2002		1,700.0		769.4	October 2002		1,700.0		668.6
C2002-1 Canada (b)(c)	November 2002		137.0		91.0	November 2002		137.0		47.7
2003-A-M	April 2003		1,000.0		506.1	April 2003		1,000.0		442.0
2003-B-X	May 2003		825.0		440.8	May 2003		825.0		385.1
2003-C-F	September 2003		915.0		553.2	September 2003		915.0		480.6
2003-D-M	October 2003		1,200.0		774.2	October 2003		1,200.0		682.5
2004-A-F	February 2004		750.0		546.8	February 2004		750.0		477.6
2004-B-M	April 2004		900.0		729.9	April 2004		900.0		632.0
2004-1 (d)	June 2004		575.0		522.5	June 2004		575.0		457.6
2004-C-A	August 2004		800.0		799.9	August 2004		800.0		721.0
2004-D-F						November 2004		750.0		725.9

Total secured financing transactions			8,802.0		5,733.8			9,552.0		5,720.6

Total active securitizations		$	24,571.0	$	9,461.5		$	23,726.0	$	8,772.3

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 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. However, the Company currently has no outstanding commitments to obtain reinsurance or other alternative credit enhancement products and will likely be required to provide initial credit enhancement deposits in future securitization transactions from its existing capital resources.

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

~~For~~The Company’s most recent securitization transactions ~~completed subsequent to December 31, 2002,~~covered by a financial guaranty insurance policy have required initial cash deposit and overcollateralization levels ~~were approximately 10.5%~~of 9.5% of the original receivable pool balance and target credit enhancement levels must reach ~~approximately 18.5%~~17.0% of the receivable pool balance before cash is distributed to the Company. Under this structure, the Company typically expects to begin to receive cash distributions approximately five to nine months after receivables are securitized. ~~The Company~~Securitization transactions covered by financial guaranty insurance policies completed ~~a securitization transaction~~ in ~~November~~calendar year 2003 and much of calendar year 2004 ~~that~~ required initial cash deposit and overcollateralization levels of ~~9.5% of the original receivable pool balance~~10.5% and contained target credit enhancement levels of ~~17.0% of the receivable pool balance before cash is distributed~~18.0% to ~~the Company.~~18.5%. Increases or decreases to the credit enhancement level on future securitization transactions will depend on the net interest margin and credit performance trends of the Company’s finance receivables.

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


	Three Months Ended September 30,				Six Months Ended December 31,
	2004		2003		2004		2003
Initial credit enhancement deposits:
Secured financing Trusts:
Restricted cash	$	17.5	$	20.2	$	33.7	$	46.5
Overcollateralization		74.3		96.0		135.1		207.5
Distributions from Trusts, net of swap payments:
Gain on sale Trusts		100.3		82.3		199.1		78.1
Secured financing Trusts		150.7		37.4		275.0		75.7

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

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

As of ~~September 30,~~December 31, 2004, the Company had exceeded its targeted cumulative net loss triggers in ~~nine~~eight of the ~~ten~~nine remaining FSA Program securitizations and

waivers were not granted by FSA. Accordingly, cash of approximately ~~$310~~ $237.4

million generated by FSA Program securitization otherwise distributable to the Company was used to fund increased credit enhancement levels for the securitizations that breached their cumulative net loss triggers. The Company expects to exceed its targeted cumulative net loss ~~triggers~~trigger on the remaining FSA Program securitization during fiscal 2005, which will require an increased credit enhancement level for such securitization. The Company does not expect a waiver to be granted by FSA in the future with respect to the securitizations that have breached their portfolio performance triggers and estimates that cash otherwise distributable to the Company on FSA Program securitizations will be used to fund increased credit enhancement for the remaining FSA Program securitization, delaying and reducing the amount to be released to the Company during fiscal 2005. The impact of delaying and reducing the amount of cash to be released to the Company during fiscal 2005 is not expected to be material to the Company’s liquidity position.

The agreements that the Company enters into with its financial guaranty insurance providers in connection with securitization transactions contain additional specified targeted portfolio performance ratios (delinquency, cumulative default and cumulative net loss triggers) that are higher than the limits referred to above. If, at any measurement date, the targeted portfolio performance ratios with respect to any insured Trust were to exceed these additional levels, provisions of the agreements permit the financial guaranty insurance providers to terminate the Company’s servicing rights to the receivables sold to that Trust. In addition, the servicing agreements on certain insured securitization Trusts are cross-defaulted so that a default under one servicing agreement would allow the financial guaranty insurance provider to terminate the Company’s servicing rights under all servicing agreements for securitization Trusts in which they issued a financial guaranty insurance policy. Additionally, if these higher targeted portfolio performance levels were exceeded, the financial guaranty insurance providers may elect to retain all excess cash generated by other securitization transactions insured by them as additional credit enhancement. This, in turn, could result in defaults under the Company’s other securitizations and other material indebtedness. Although the Company has never exceeded these additional targeted portfolio performance ratios, and does not anticipate violating any event of default triggers for its securitizations, there can be no assurance that the Company’s servicing rights with respect to the automobile receivables in such Trusts or any other Trusts will not be terminated if (i) such targeted portfolio performance ratios are breached, (ii) the Company breaches its obligations under the servicing agreements, (iii) the financial guaranty insurance providers are required to make payments under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of ~~September 30,~~December 31, 2004, no such termination events have occurred with respect to any of the Trusts formed by the Company.

During the ~~three~~six months ended ~~September 30,~~December 31, 2004, the Company repurchased ~~3,499,250~~7,286,877 shares of its common stock ~~completing~~under the ~~$100 million~~ stock repurchase ~~plan~~plans approved by the Board of Directors in April and August 2004.

On ~~August 17, 2004,~~January 25, 2005, the Company announced the approval of another stock repurchase plan by its Board of Directors. The stock repurchase plan authorizes the Company to repurchase up to ~~$100.0~~$500.0 million of its common stock in the open market or in privately negotiated transactions, based on market conditions. ~~The Company repurchased 2,110,567 shares under this plan from October 1, 2004, through November 8, 2004.~~

The Company believes that it has sufficient liquidity to achieve its growth strategies in ~~fiscal~~calendar 2005. As of ~~September 30,~~December 31, 2004, the Company had unrestricted cash balances of ~~$526.3~~$487.8 million. Assuming that loan purchase volume ~~ranges from $4.5 billion to~~approximates $5.0 billion during the next twelve months and the initial credit enhancement requirement for the Company’s securitization transactions is at 9.5%, the Company would require ~~$427.5 million to~~approximately $475.0 million in cash or liquidity to fund initial credit enhancement over that period. The Company expects that cash distributions from its existing securitization transactions will exceed the funding requirement for initial credit enhancement deposits during the next twelve months. The Company will continue to require the execution of additional securitization transactions during the next twelve months. There can be no assurance that funding will be available to the Company through the execution of securitization transactions or, if available, that the funding will be on acceptable terms. If the Company is unable to execute securitization transactions on a regular basis, and is otherwise unable to issue any other debt or equity, it would not have sufficient funds to finance new loan originations and, in such event, the Company would be required to revise the scale of its business, including possible discontinuation of loan origination activities, which would have a material adverse effect on the Company’s ability to achieve its business and financial objectives.

Prior to October 1, 2002, the Company structured its securitization transactions to meet the accounting criteria for sales of finance receivables. Under this structure, notes issued by the Company’s unconsolidated qualified special purpose finance subsidiaries are not recorded as liabilities on the Company’s consolidated balance sheets. See Liquidity and Capital Resources –- 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 the Company’s dependence upon the issuance of variable rate securities and the incurrence of variable rate debt to fund its purchases of finance receivables.

Finance receivables purchased by the Company and pledged to secure borrowings under its warehouse credit facilities bear fixed interest rates. Amounts borrowed under the Company’s warehouse credit facilities bear interest at variable rates that are subject to frequent adjustments to reflect prevailing

market interest rates. To protect the interest rate spread within each warehouse credit facility, the Company’s special purpose finance subsidiaries are contractually required to purchase interest rate cap agreements in connection with borrowings under the Company’s warehouse credit facilities. The purchaser of the interest rate cap agreement pays a premium in return for the right to receive the difference in the interest cost at any time a specified index of market interest rates rises above the stipulated “cap” rate. The purchaser of the interest rate cap agreement bears no obligation or liability if interest rates fall below the “cap” rate. As part of the Company’s interest rate risk management strategy and when economically feasible, the Company may simultaneously sell a corresponding interest rate cap agreement in order to offset the premium paid by its special purpose finance subsidiary to purchase the interest rate cap agreement and thus retain the interest rate risk. The fair value of the interest rate cap agreement purchased by the special purpose finance subsidiary ~~is included in other assets~~ and the fair value of the interest rate cap agreement sold by the Company is included ~~in derivative financial instruments~~ on the Company’s consolidated balance sheets.

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

In its securitization transactions, the Company transfers fixed rate finance receivables to Trusts that, in turn, sell either fixed rate or floating rate securities to investors. The fixed rates on securities issued by the Trusts are indexed to market interest rate swap spreads for transactions of similar duration or various London Interbank Offered Rates (“LIBOR”) and do not fluctuate during the term of the securitization. The floating rates on securities issued by the Trusts are indexed to LIBOR and fluctuate periodically based on movements in LIBOR. Derivative financial instruments, such as interest rate swap and cap agreements, are used to manage the gross interest rate spread on these transactions. The Company uses interest rate swap agreements to convert the variable rate exposures on floating rate securities issued by its securitization Trusts 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 from its credit enhancement assets over the life of a securitization accounted for as a sale that would have been attributable to interest rate risk. Interest rate swap agreements purchased by the Company do not impact the amount of cash flows to be received by holders of the asset-backed securities issued by the Trusts. The interest rate swap agreements serve to offset the impact of increased or decreased interest paid by the Trusts on floating rate asset-backed securities on the

cash flows to be received by the Company from the Trusts. The Company utilizes such arrangements to modify its net interest sensitivity to levels deemed appropriate based on the Company’s risk tolerance. In circumstances where the interest rate risk is deemed to be tolerable, usually if the risk is less than one year in term at inception, the Company may choose not to hedge potential fluctuations in cash flows due to changes in interest rates. The Company’s special purpose finance subsidiaries are contractually required to provide additional credit enhancement on their floating rate securities even if the Company chooses not to hedge its future cash flows. To comply with this requirement, the special purpose finance subsidiary purchases an interest rate cap agreement. Although the interest rate cap agreements are purchased by the Trusts, cash outflows from the Trusts ultimately impact the Company’s retained interests in the securitization transactions as cash expended by the securitization Trusts will decrease the ultimate amount of cash to be received by the Company. Therefore, when economically feasible, the Company may simultaneously sell a corresponding interest rate cap agreement to offset the premium paid by the Trust to purchase the interest rate cap agreement. The 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 purchased by the special purpose finance subsidiaries in connection with securitization transactions structured as secured financings ~~are included in other assets~~ and the fair value of the interest ~~rap~~rate cap agreements sold by the Company are included ~~in derivative financial instruments~~ on the Company’s consolidated balance sheets. Changes in the fair value of the interest rate cap agreements sold by the Company are reflected in interest expense on the Company’s consolidated statements of income.

Pre-funding securitizations is the practice of issuing more asset-backed securities than needed to cover finance receivables initially sold or pledged to the Trust. The proceeds from the pre-funded portion are held in an escrow account until additional receivables are delivered to the Trust in amounts up to the pre-funded balance held in the escrow account. The use of pre-funded securitizations allows the Company to lock in borrowing costs with respect to the finance receivables subsequently delivered to the Trust. However, the Company incurs an expense in pre-funded securitizations during the period between the initial securitization and the subsequent delivery of finance receivables equal to the difference between the interest earned on the proceeds held in the escrow account and the interest rate paid on the asset-backed securities outstanding.

Management monitors the Company’s hedging activities to ensure that the value of derivative financial instruments, their correlation to the contracts being

hedged and the amounts being hedged continue to provide effective protection against interest rate risk. However, there can be no assurance that the Company’s strategies will be effective in minimizing interest rate risk or that increases in interest rates will not have an adverse effect on the Company’s profitability. All transactions are entered into for purposes other than trading. There have been no material changes in the Company’s interest rate risk exposure since June 30, 2004.

~~Emerging Issues Task Force Issue~~Statement of Financial Accounting Standards No. ~~04-8~~123 (revised 2004)

In ~~September~~December 2004, the ~~Emerging Issues Task Force reached a final consensus on EITF Issue~~Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. ~~04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings Per Share”~~123 (revised 2004), “Share-Based Payment” (“~~EITF 04-8”~~SFAS 123R”), to ~~change the existing accounting~~revise FASB Statement No. 123, “Accounting for ~~convertible debt within the dilutive earnings per share calculation. This change,~~Stock-Based Compensation”. SFAS 123R, which is ~~expected to~~effective beginning on July 1, 2005, requires that the cost resulting from all share-based payment transactions be ~~effective as~~measured at fair-value and recognized in the financial statements. The Company anticipates that the adoption of ~~the three months ended December 31, 2004,~~this statement will result in an estimated $4.7 million additional expense for the fiscal year ending June 30, 2006. The estimated expense is based on unamortized expense relating to outstanding options granted prior to the Company’s convertible senior notes being treated as convertible securities and included in dilutive earnings per share calculations using the if-converted method. EITF 04-8 will require retroactive application beginning with the three months ended December 31,implementation of SFAS 123 on July 1, 2003, ~~which is the first quarter the Company’s convertible senior notes were outstanding. Under EITF 04-8, diluted earnings per share would be $0.41 per share for the September 2004 quarter.~~that are expected to vest subsequent to June 30, 2005.

The preceding Management’s Discussion and Analysis of Financial Condition and Results of Operations section contains several “forward-looking statements.” Forward-looking statements are those that use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “may,” “will,” “likely,” “should,” “estimate,” “continue,” “future” or other comparable expressions. These words indicate future events and trends. Forward-looking statements are the Company’s current views with respect to future events and financial performance. These forward-looking statements are subject to many assumptions, risks and uncertainties that could cause actual results to differ significantly from historical results or from those anticipated by the Company. The most significant risks are detailed from time to time in the Company’s filings and reports with the Securities and Exchange Commission including the Company’s Annual Report on Form 10-K for the year ended June 30, 2004. It is advisable not to place undue reliance on the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Because the Company’s funding strategy is dependent upon the issuance of interest-bearing securities and the incurrence of debt, fluctuations in interest rates impact the Company’s profitability. Therefore, the Company

employs various hedging strategies to minimize the risk of interest rate fluctuations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations –- Interest Rate Risk” for additional information regarding such market risks.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports it files under the Securities and Exchange Act of 1934, as amended, is recorded, processed,

summarized and reported within the time periods specified in the Securities and Exchange 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 ~~September 30,~~December 31, 2004. Based on their evaluation, they have concluded, to the best of their knowledge and belief, that the disclosure controls and procedures are effective. No changes were made in the Company’s internal controls over financial reporting during the quarter ended ~~September 30,~~December 31, 2004, that have materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

States District Court for the Northern District of Texas, Fort Worth Division; the plaintiff in Pierce seeks class action status. In Pierce, the plaintiff claims, among other allegations, that deferments were improperly granted by the Company to avoid delinquency triggers in securitization transactions and enhance cash flows and to incorrectly report charge-offs and delinquency percentages, thereby causing the Company to misrepresent its financial performance throughout the alleged class period. The Company believes that its granting of deferments, which is a common practice within the auto finance industry, complied with the covenants contained in its securitization and warehouse financing documents, and that its deferment activities were properly disclosed to all constituents, including shareholders, asset-backed investors, creditors and credit enhancement providers.

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

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~~violate federal and state securities laws and ~~issued~~issue misleading financial statements. The substantive allegations in both of the derivative actions are essentially the same as those in the above-referenced consolidated class action. A special litigation committee of the Board of Directors has been created to investigate the claims in the derivative actions. As a nominal defendant, the Company does not believe that it has any ultimate liability with respect to these derivative actions.

During the three months ended ~~September 30,~~December 31, 2004, the Company repurchased shares as follows:


Date	Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Program		Approximate Dollar of Shares That May Yet Be Purchased Under the Plans or Program			Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Program		Approximate Dollar of Shares That May Yet Be Purchased Under the Plans or Program
July 2004 (a)	3,499,250	(a)	$	19.38	(a)	3,499,250	(a)	$	0	(a)
October 2004 (a)											498,500	(a)	$	18.80	(a)	498,500	(a)	$	90,630,244	(a)
November 2004 (a)(b)											2,749,955	(a)(b)	$	19.90	(a)(b)	2,729,943	(a)	$	36,305,187	(a)
December 2004 (a)											559,184	(a)	$	22.57	(a)	559,184	(a)	$	23,685,600	(a)

On January 25, 2005, the Company announced the approval of a stock repurchase plan by its Board of Directors. The stock repurchase plan authorized the Company to repurchase up to $500.0 million of its common stock in the open market or in privately negotiated transactions, based on market conditions.

~~Not Applicable~~The Annual Meeting of Shareholders was held on November 3, 2004.

The directors who are continuing to hold office are Clifton H. Morris, Jr., Daniel E. Berce, John R. Clay, James H. Greer and B.J. McCombs.

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.


			Page
Part I.	FINANCIAL INFORMATION

	Item 1.	FINANCIAL STATEMENTS	3

		Consolidated Balance Sheets ~~– September 30,~~- December 31, 2004 and June 30, 2004	3

		Consolidated Statements of Income and Comprehensive Income –- Three and Six Months Ended ~~September 30,~~December 31, 2004 and 2003	4

		Consolidated Statements of Cash Flows ~~– Three~~- Six Months Ended ~~September 30,~~December 31, 2004 and 2003	5

		Notes to Consolidated Financial Statements	6

	Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2730

	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5365

	Item 4.	CONTROLS AND PROCEDURES	5465

Part II.	OTHER INFORMATION		54

	Item 1.	LEGAL PROCEEDINGS	5466

	Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5668

	Item 3.	DEFAULTS UPON SENIOR SECURITIES	5668

	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	5669

	Item 5.	OTHER INFORMATION	5669

	Item 6.	EXHIBITS	5770

SIGNATURE			5871


~~Expected dividends~~	0
~~Expected volatility~~	~~122~~	%
~~Risk-free interest rate~~	~~1.48~~	%
~~Expected life~~	~~2.5 years~~


	Personnel- Related Costs		Contract Termination Costs			Other Associated Costs			Total
Balance at June 30, 2004	$	10	$	16,029		$	3,390		$	19,429
Cash settlements				(1,498	)					(1,498	)
Non-cash settlements				(189	)		(101	)		(290	)
Adjustments				506						506

Balance at September 30, 2004	$	10	$	14,848		$	3,289		$	18,147


	Personnel- Related Costs			Contract Termination Costs			Other Associated Costs			Total
Balance at June 30, 2004	$	10		$	16,029		$	3,390		$	19,429
Cash settlements		(10	)		(2,831	)					(2,841	)
Non-cash settlements					(375	)		(193	)		(568	)
Adjustments					639			(28	)		611

Balance at December 31, 2004	$			$	13,462		$	3,169		$	16,631


	10% adverse change		20% adverse change
Impact on allowance for loan losses	$	44,713	$	89,427


Nominees for Terms Expiring in 2007	For	Withheld
A. R. Dike	143,867,344	1,406,829
Douglas K. Higgins	143,941,706	1,132,467
Kenneth H. Jones, Jr.	135,991,981	9,282,192



10.1 (@)		~~Amendment No. 11, dated September 22, 2004, to the~~ Security Agreement dated as of ~~February 25, 2002,~~October 1, 2004, among ~~the Debtor, AFS,~~AmeriCredit MTN Receivables Trust IV, AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. ~~III~~IV and ~~The Chase Manhattan Bank (predecessor to~~ JPMorgan Chase ~~Bank), as Collateral Agent and Securities Intermediary.~~Bank

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

~~10.3~~		~~Note Purchase Agreement, dated August 19, 2004, among AmeriCredit Repurchase Trust, AmeriCredit Financial Services, Inc., Sheffield Receivables Corporation, and Barclays Bank, PLC, as agent.~~

~~10.4~~ (@)		Servicing and Custodian Agreement dated ~~August 19,~~as of October 1, 2004, among AmeriCredit Financial Services, Inc., AmeriCredit ~~Repurchase~~MTN Receivables Trust ~~Wells Fargo~~IV and JPMorgan Chase Bank ~~National Association,~~

10.3 (@)		Master Receivables Purchase Agreement dated as ~~collateral agent~~of October 1, 2004, among AmeriCredit MTN Receivables Trust IV, AmeriCredit Financial Services, Inc., AmeriCredit MTN Corp. IV and ~~backup servicer,~~JPMorgan Chase Bank

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

10.5 (1)		Letter Agreement dated November 3, 2004 between AmeriCredit Financial Services, Inc. and Deutsche Bank Trust Company Americas, extending the Commitment Termination Dates to the Class A-1, Class A-2, Class B and Class C Second Amended and restated Note Purchase Agreements, dated November 5, 2003, concerning the AmeriCredit Master Trust warehouse credit facility (Exhibit 99.1)

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

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

10.8 (2)		Amendment No. 1 to the 1998 Limited Stock Option Plan for AmeriCredit Corp. (Appendix B to Proxy Statement)

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

10.10 (2)		AmeriCredit Corp. Senior Executive Bonus Plan (Appendix D to Proxy Statement)

10.11 (3)		AmeriCredit Corp. Deferred Compensation Plan II (Exhibit 99.1)

10.12 (3)		Amended and Restated Nonqualified Stock Option Agreement pursuant to the 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp. between AmeriCredit Corp. and Clifton H. Morris, Jr. (Exhibit 99.2)

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

31.1 (@)		Officers’ Certifications of Periodic Report pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1 (@)		Officers’ Certifications of Periodic Report pursuant to Section 906 of Sarbanes-Oxley Act of 2002


	AmeriCredit Corp.
	(Registrant)

Date: ~~November~~February 9, ~~2004~~2005	By:	/s/ ~~Preston~~Chris A. ~~Miller~~Choate
		(Signature)

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