UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31,September 30, 2005

OR

For the transition period from            to            

Commission file number 1-10667

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    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  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

There were 147,681,757136,791,005 shares of common stock, $0.01 par value outstanding as of April 30,October 31, 2005.

AMERICREDIT CORP.

INDEX TO FORM 10-Q

Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

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

AMERICREDIT CORP.

Consolidated Statements of Income and Comprehensive Income

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

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

AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

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

AMERICREDIT CORP.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 –- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of AmeriCredit Corp. and its wholly-owned subsidiaries (the “Company”)., including certain special purpose financing trusts utilized in securitization transactions (“Trusts”) which are considered variable interest entities. All significant intercompany transactions and accounts have been eliminated in consolidation.

The consolidated financial statements as of March 31,September 30, 2005, and for the three and nine months ended March 31,September 30, 2005 and 2004, 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” (“EITF 04-8”). 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, 2005.

Stock-based Compensation

Effective July 1, 2005, the Company adopted Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment, revised 2004” (“SFAS 123R”), prospectively for all awards granted, modified or settled after June 30, 2005. The Company adopted the standard by using the modified prospective method that is one of the adoption methods provided for under SFAS 123R. SFAS 123R, which revised FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), requires that the cost resulting from all share-based payment transactions be measured at fair value and recognized in the financial statements. Additionally, on July 1, 2005, the Company adopted Staff Accounting Bulletin No. 107 (“SAB 107”), which the Securities and Exchange Commission issued in March 2005 to provide its view on the valuation of share-based payment arrangements for public companies. For the three months ended September 30, 2005 and 2004, the Company has recorded total stock-based compensation expense of $4.2 million ($2.6 million net of tax) and $787,000 ($496,000 net of tax), respectively. Included in total stock-based compensation expense for the three months ended September 30, 2005, is an additional $1.6 million as a result of adoption of SFAS 123R and SAB 107 for amortization of outstanding options granted prior to the Company’s implementation of SFAS 123 on July 1, 2003, that vest subsequent to June 30, 2005. The remaining estimated pretax amortization on these outstanding options of $2.9 million will be recognized through December 31, 2006. The consolidated statement of income

for the three months ended September 30, 2004, has not been restated to reflect the amortization of these options. The fair value of the outstanding options that vested during the three months ended September 30, 2005, was immaterial.

The tax benefit of the stock option expense of $1.3 million for the three months ended September 30, 2005, has been included in other net changes as a cash inflow from financing activities on the consolidated statement of cash flows.

On July 1, 2003, the Company adopted the fair value recognition provision of 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 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):

There were no stock-based compensation arrangements granted or modified during the three months ended September 30, 2005 and 2004.

Diluted Earnings Per Share

In September 2004, the Emerging Issues Task Force reached a final consensus on EITF 04-8 to change the effect of contingently convertible debt within the dilutive earnings per share calculation. This change, which became effective for the three months ended December 31, 2004, resulted in the Company’s convertible senior notes being treated as convertible securities and included in dilutive earnings per share calculations using the if-converted method. EITF 04-8 required retroactive application beginning with the three months ended December 31, 2003, which was the first quarter the Company’s convertible senior notes were outstanding. Under EITF 04-8, diluted earnings per share decreased from $0.40$0.43 to $0.38 per share and from $0.91 to $0.88$0.41 per share for the three and nine months ended March 31, 2004, respectively.

Accretion of Acquisition Fees

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 JuneSeptember 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 are paid off. The implementation of SOP 03-3 resulted in a reduction in the Company’s pre-tax income of $26.0 million and $68.8 million for the three and nine months ended March 31, 2005, respectively.

Stock-based Employee Compensation

On July 1, 2003, the Company adopted the fair value recognition provision of Statement of Financial Accounting Standards No. 123, “Accounting for Stock –Based Compensation” (“SFAS 123”), prospectively for all awards granted, modified or settled after June 30, 2003. The prospective method is one of the adoption methods provided for under Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” issued in December 2002. SFAS 123 requires that compensation cost for all stock awards be calculated and recognized over the service period. This compensation cost is determined using option pricing models that are intended to estimate the fair value of awards at the grant date. The Company recognized compensation expense of $3.6 million ($2.3 million net of tax) and $6.4 million ($4.0 million net of tax) during the three and nine months ended March 31, 2005, respectively, and $1.3 million ($0.8 million net of tax) and $1.9 million ($1.2 million net of tax) during the three and nine months ended March 31, 2004, respectively, for options granted or modified subsequent to June 30, 2003.

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

The fair value of each option granted or modified during the three and nine months ended March 31, 2005 and 2004, was estimated using an option-pricing model with the following weighted average assumptions:

Current Accounting Pronouncements

Statement of Financial Accounting Standards No. 123 (revised 2004)

In December 2004, the Financial Accounting Standards Board issued SFAS 123R to revise FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123R”). SFAS 123R, which is effective for the Company beginning on July 1, 2005, requires that the cost resulting from all share-based payment transactions be measured at fair-value and recognized in the financial statements. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (“SAB 107”) to provide its view on the valuation of share-based payment arrangements for public companies. The Company anticipates that the adoption of SFAS 123R and SAB 107 will result in an estimated $4.7 million additional expense for the fiscal year ending June 30, 2006. The estimated additional expense is based on unamortized expense relating to outstanding options granted prior to the Company’s implementation of SFAS 123 on July 1, 2003, that are expected to vest subsequent to June 30, 2005.

NOTE 2 - FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

Finance receivables securitized represent receivables transferred to the Company’s special purpose finance subsidiaries in securitization transactions accounted for as secured financings. Finance receivables unsecuritized include $1,362.5$939.6 million and $337.9$607.7 million pledged under the Company’s warehouse credit facilities as of March 31, 2005September 30 and June 30, 2004,2005, respectively.

The accrual of finance charge income has been suspended on $295.3$514.5 million and $255.6$378.3 million of delinquent finance receivables as of March 31, 2005September 30 and June 30, 2004,2005, 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 dealersthe dealer a non-refundable acquisition fee when purchasing individual finance contracts. The Company recorded acquisition fees on loans purchased prior to July 1, 2004, as nonaccretable fees available to cover losses inherent in the loan

portfolio. Additionally, the Company records a discount on finance receivables repurchased upon the exercise of a cleanup call option from its gain on sale securitization transactions and accounts for such discounts as nonaccretable discounts available to cover losses inherent in the repurchased finance receivables.

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

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

NOTE 3 - SECURITIZATIONS

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

As of March 31, 2005September 30 and June 30, 2004,2005, the Company was servicing $9,503.5$9,808.1 million and $11,471.8$10,157.8 million, respectively, of finance receivables that have been sold or transferred to securitization Trusts.

NOTE 4 - CREDIT ENHANCEMENT ASSETS

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):

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

With respect to the Company’s securitization transactions covered by a financial guaranty insurance policy, agreements with the insurers provide that if portfolio performance ratios (delinquency, 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 seven of the remaining eight FSA Program securitizations and waivers were not granted by FSA. Accordingly, as of March 31, 2005, cash of approximately $171.6 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 trigger on the remaining FSA Program securitization during fiscal 2005, which will require an increased credit enhancement level for such securitization. The impact of delaying and reducing the amount of cash to be released to the Company during fiscal 2005 from the FSA Program securitizations 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:

NOTE 5 - WAREHOUSE CREDIT FACILITIES

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

Further detail regarding terms and availability of the warehouse credit facilities as of March 31,September 30, 2005, follows (in thousands):

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 clean-up call option.

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

In November 2004,2005, the Company renewed its $1,950.0 million commercial paper facility, extending the $150.0 million one-year maturity to November 20052006 and the $1,800.0 million three-yearthree year maturity to November 2007.

In January 2005, the Company entered into a $150.0 million warehouse facility to fund higher credit quality receivables.2008.

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

consideration for the transfer of finance receivables. While these subsidiaries are included in the Company’s consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and

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

The Company is required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. Additionally, certain funding agreements contain various covenants requiring minimum financial ratios, asset quality, and portfolio performance ratios (cumulative net loss, delinquency and repossession ratios) as well as limits on deferment levels. Failure to meet any of these covenants could result in an event of default under these agreements. If an event of default occurs under these agreements, the lenders could elect to declare all amounts outstanding under these agreements to be immediately due and payable, enforce their interests against collateral pledged under these agreements or restrict the Company’s ability to obtain additional borrowings under these agreements. As of March 31,September 30, 2005, all of the Company’s warehouse credit facilities were in compliance with all covenants.

Debt issuance costs are being amortized over the expected term of the warehouse credit facilities. Unamortized costs of $10.9$8.6 million and $8.3$9.6 million as of March 31, 2005September 30 and June 30, 2004,2005, respectively, are included in other assets on the consolidated balance sheets.

NOTE 6 - SECURITIZATION NOTES PAYABLE

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 $20.9$22.8 million and $21.7$23.3 million as of March 31, 2005September 30 and June 30, 2004,2005, respectively, are included in other assets on the consolidated balance sheets.

Securitization notes payable consists of the following (dollars in thousands):

NOTE 7 - DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

In January 2005, the Company entered into interest rate swap agreements to hedge the variability in interest payments on its medium term notes facility caused by fluctuations in the benchmark interest rate. These interest rate swap agreements are designated and qualify as cash flow hedges.

As of March 31, 2005September 30 and June 30, 2004,2005, the Company had interest rate swap agreements associated with its securitization Trusts and its medium term note facility with underlying notional amounts of $1,499.5$1,554.3 million and $1,469.6$1,722.1 million, respectively. As of March 31, 2005, theThe fair value of the Company’s interest rate swap agreements of $12.7$16.2 million and $7.3 million as of September 30 and June 30, 2005, respectively, are included in other assets on the consolidated balance sheets. As of June 30, 2004, the fair value of the Company’s interest rate swap agreements of $6.8 million are included as a liability in derivative financial instruments on the consolidated balance sheets. Interest rate swap agreements designated as hedges had unrealized gains of $11.9$14.5 million and $1.3$6.3 million included in accumulated other comprehensive income as of March 31, 2005September 30 and June 30, 2004,2005, respectively. The ineffectiveness related to the interest rate swap agreements designated as hedges was $0.9 million and $1.2 million for the three and nine months ended March 31, 2005, respectively, and was not material for the three and nine monthsmonth periods ended March 31,September 30, 2005 and 2004. The Company estimates approximately $6.1$11.0 million of unrealized gains included in other comprehensive income will be reclassified into earnings within the next twelve months.

As of March 31, 2005September 30 and June 30, 2004,2005, the Company had interest rate cap agreements with underlying notional amounts of $2,548.7$1,902.7 million and $2,335.0$1,219.0 million, respectively. The fair value of the Company’s interest rate cap agreements purchased by its special purpose finance subsidiaries of $13.0 $4.1

million and $5.9$1.3 million as of March 31, 2005September 30 and June 30, 2004,2005, 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 $12.6$4.0 million and $5.6$1.1 million as of March 31, 2005September 30 and June 30, 2004,2005, respectively, are included as a liability in derivative financial instrumentsother liabilities 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 March 31, 2005September 30 and June 30, 2004,2005, these restricted cash accounts totaled $9.4$4.5 million and $36.3$6.7 million, respectively, and are included in other assets on the consolidated balance sheets.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Guarantees of Indebtedness

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 March 31, 2005, theThe carrying value of the senior notes and convertible senior notes were $166.7was $366.8 million as of September 30 and $200.0 million,June 30, 2005, respectively. See guarantor consolidating financial statements in Note 13.14.

Legal Proceedings

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

In fiscal 2003, several complaints were filed by shareholders against the Company and certain of the Company’s officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.thereunder as well as 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. 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,plaintiff 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.

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,September 30, 2005, the Court issued an order consolidatingOrder that the Lewis case intoCompany’s and the Pierce case. In connection withindividual defendants motion to dismiss should be partially granted and partially denied and that the order consolidatingplaintiff should be given one final opportunity to re-plead the Lewiscomplaint only as to those claims brought pursuant to the Securities Act of 1933. The Court dismissed the claims alleging violations of Section 10(b) and Pierce cases,20(a) of the Court grantedSecurities Exchange Act of 1934 and Rule 10b-5 thereunder. Pursuant to the plaintiffs permission to file anCourt’s Order, on October 28, 2005, the plaintiff filed a second amended consolidated complaint which they have done. The Company andconcerning the other defendants have filed motions to dismiss the amended complaint, and such motions are presently pending.Securities Act of 1933 claims.

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

Two shareholder derivative actions have also been served on the Company. On February 27, 2003, the Company was served with a shareholder’s derivative action filed in the United States District Court for the Northern District of Texas, Fort Worth Division, entitled Mildred Rosenthal, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. A second shareholder derivative action was filed in the District Court of Tarrant County, Texas 48^th Judicial District, on August 19, 2003, entitled

David Harris, derivatively and on behalf of nominal defendant AmeriCredit Corp. v. Clifton H. Morris, Jr., et al. Both of these shareholder derivative actions allege, among other complaints, that certain officers and directors of the Company breached their respective fiduciary duties by causing the Company to make improper deferments, violate federal and state securities laws and issue misleading financial statements. The substantive allegations in both of the derivative actions are essentially the same as those in the above-referenced consolidated class action. A special litigation committee (“SLC”) of the Board of Directors has beenwas created to investigate the claims in the derivative actions. In September 2005, the SLC completed its investigation of the claims made by the derivative plaintiffs in Rosenthal and Harris and rendered its decision that continuation of the derivative proceeding is not in the best interests of the Company. Accordingly, the Company has filed a Motion to Dismiss each derivative complaint. As a nominal defendant, the Company does not believe that it has any ultimate liability with respect to these derivative actions.

NOTE 9 - COMMON STOCK

During the ninethree months ended March 31,September 30, 2005, the Company repurchased 9,671,8798,077,131 shares of its common stock at an average cost of $20.77$25.27 per share, under stock repurchase plans approved by the Board of Directors since April 2004. During AprilOctober 2005, the Company repurchased an additional 3,118,0001,131,131 shares of its common stock at an average cost of $23.35$23.16 per share. AsOn October 25, 2005, the Company announced the approval of April 30, 2005, theanother stock repurchase plan by its Board of Directors. The new stock repurchase plan authorizes the Company to repurchase another $394.1up to $300.0 million of its common stock in the open market or in privately negotiated transactions based on market conditions. As of October 31, 2005, the Company has remaining authorization to repurchase $375.0 million of its common stock.

NOTE 10 - STOCK-BASED COMPENSATION

General

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

Total unamortized stock-based compensation was $25.5 million at September 30, 2005, and will be recognized over the weighted average service period of 1.7 years.

Employee Plans

A summary of stock option activity under the Company’s employee plans for the three months ended September 30, 2005, is as follows (in thousands, except weighted average exercise price):

Cash received from exercise of options for the three months ended September 30, 2005, was $3.4 million. Options exercised are issued as new shares. The total intrinsic value of options exercised during the three months ended September 30, 2005, was $3.4 million.

Non-Employee Director Plans

Stock options outstanding and exercisable under the Company’s non-employee director plans remained at 270,000 shares with no activity for the three months ended September 30, 2005. These shares have a weighted average exercise price of $14.57 and an aggregate intrinsic value of $2.5 million.

Key Executive Officer Plans

Stock options outstanding and exercisable under the Company’s key executive officer plans remained at 2,672,000 shares with no activity for the three months ended September 30, 2005. These shares have a weighted average exercise price of $11.40 and an aggregate intrinsic value of $33.3 million.

Restricted stock grants totaling 587,500 shares with an approximate aggregate market value of $14.1 million at the time of grant have been issued under the employee plans. The market value of these restricted shares at the date of grant is being amortized into expense over a period that approximates the service period of three years. The restricted stock granted is subject to a vesting schedule of 25% in March 2006, 25% in March 2007 and 50% in March 2008. Compensation expense recognized for restricted stock grants was $1.0 million for the three months ended September 30, 2005. As of September 30 and June 30, 2005, unamortized compensation expense, which is included in additional paid-in capital, related to the restricted stock awards was $10.9 million and $12.6 million, respectively. A summary of the status of non-vested restricted stock for the three months ended September 30, 2005, is presented below:

Stock appreciation rights with respect to 680,600 shares with an approximate aggregate market value of $9.7 million at the time of grant have been issued under the employee plans. The market value of these rights at the date of grant is being amortized into expense over a period that approximates the service period of three years. Stock appreciation rights with respect to 640,000 shares are subject to vesting schedules of 25% that vested in June 2005, 25% that will vest in March 2007 and 50% that will vest in March 2008. The remaining stock appreciation rights are subject to vesting schedules of 25% in March 2006, 25% in March 2007 and 50% in March 2008. Compensation expense recognized for stock appreciation rights was $0.8 million for the three months ended September 30, 2005. As of September 30 and June 30, 2005, unamortized compensation expense related to the rights was $7.9 million and $8.7 million, respectively. A summary of the status of non-vested stock appreciation rights for the three months ended September 30, 2005, is presented below:

NOTE 1011 - RESTRUCTURING CHARGES

The Company recognized restructuring charges of $2.1 million$159,000 and $2.7 million$506,000 during the three and nine months ended March 31,September 30, 2005 and 2004, respectively, relating to a revision of assumed lease costs for office space and a servicing facility closed duringcollections centers in connection with the Company’s restructuring in fiscal 2003activities during the years ended June 30, 2004 and fiscal 2004. The Company recognized restructuring charges of $2.5 million and $2.9 million for the three and nine months ended March 31, 2004, respectively.2003.

As of March 31,September 30, 2005, total costs incurred to date in connection with the closing of the Jacksonville collections center and the abandonment of excess capacity at the Company’s Chandler collections center and corporate headquarters in fiscal 2004 includes $2.2 million in personnel-related costs and $13.6$13.5 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 adopted in February 2003 includeincludes $18.8 million in personnel-related costs, $26.2$26.5 million of contract termination costs and $28.3 million in other associated costs.

A summary of the liabilities, which are included in accrued taxes and expenses on the consolidated balance sheets, for the restructuring charges for the ninethree months ended March 31,September 30, 2005, is as follows (in thousands):