General Motors Financial (ACF) 10-Q 2005 Q4 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2005

OR

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

For the transition period from                    to                    

Commission file number 1-10667

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

Texas	75-2291093
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

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

There were 129,022,188 shares of common stock, $0.01 par value outstanding as of January 31, 2006.

AMERICREDIT CORP.

INDEX TO FORM 10-Q

			Page
Part I.	FINANCIAL INFORMATION
	Item 1.	FINANCIAL STATEMENTS	3
		Consolidated Balance Sheets - December 31, 2005 and June 30, 2005	3
		Consolidated Statements of Income and Comprehensive Income - Three and Six Months Ended December 31, 2005 and 2004	4
		Consolidated Statements of Cash Flows - Six Months Ended December 31, 2005 and 2004	5
		Notes to Consolidated Financial Statements	6
	Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
	Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65
	Item 4.	CONTROLS AND PROCEDURES	65
Part II.	OTHER INFORMATION
	Item 1.	LEGAL PROCEEDINGS	66
	Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	68
	Item 3.	DEFAULTS UPON SENIOR SECURITIES	68
	Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	68
	Item 5.	OTHER INFORMATION	69
	Item 6.	EXHIBITS	69
SIGNATURE			70

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Part I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

	December 31, 2005			June 30, 2005
ASSETS
Cash and cash equivalents	$	586,145		$	663,501
Finance receivables, net		9,264,566			8,297,750
Interest-only receivables from Trusts		8,705			29,905
Investments in Trust receivables		138,682			239,446
Restricted cash – gain on sale Trusts		143,761			272,439
Restricted cash – securitization notes payable		698,321			633,900
Restricted cash – warehouse credit facilities		526,300			455,426
Property and equipment, net		59,332			92,000
Deferred income taxes		41,705			53,759
Other assets		268,876			208,912
Total assets	$	11,736,393		$	10,947,038
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities	$	1,232,907		$	990,974
Securitization notes payable		7,875,604			7,166,028
Senior notes		153,791			166,755
Convertible senior notes		200,000			200,000
Funding payable		225,801			158,210
Accrued taxes and expenses		114,756			133,736
Other liabilities		13,254			9,419
Total liabilities		9,816,113			8,825,122
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred stock, $0.01 par value per share; 20,000,000 shares authorized, none issued
Common stock, $0.01 par value per share; 230,000,000 shares authorized; 167,509,154 and 166,808,056 shares issued		1,675			1,668
Additional paid-in capital		1,173,613			1,150,612
Accumulated other comprehensive income		67,243			33,565
Retained earnings		1,474,241			1,333,634
		2,716,772			2,519,479
Treasury stock, at cost (37,635,831 and 21,180,057 shares)		(796,492	)		(397,563	)
Total shareholders’ equity		1,920,280			2,121,916
Total liabilities and shareholders’ equity	$	11,736,393		$	10,947,038

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

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AMERICREDIT CORP.

Consolidated Statements of Income and Comprehensive Income

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

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Revenue
Finance charge income	$	394,075		$	291,675		$	767,811		$	561,603
Servicing income		21,445			40,372			46,786			99,729
Other income		32,608			12,720			53,794			23,391
		448,128			344,767			868,391			684,723
Costs and expenses
Operating expenses		83,919			80,001			161,784			154,002
Provision for loan losses		125,865			100,197			291,725			198,913
Interest expense		101,179			61,976			191,450			119,492
Restructuring charges, net		93			105			252			611
		311,056			242,279			645,211			473,018
Income before income taxes		137,072			102,488			223,180			211,705
Income tax provision		50,498			37,921			82,573			78,331
Net income		86,574			64,567			140,607			133,374
Other comprehensive income (loss)
Unrealized losses on credit enhancement assets		(4,072	)		(12,953	)		(8,080	)		(26,456	)
Unrealized gains on cash flow hedges		838			4,740			9,044			2,642
Unrealized gain on equity investment		44,512						44,512
Foreign currency translation adjustment		(16	)		4,224			4,975			9,517
Income tax (provision) benefit		(15,211	)		3,039			(16,773	)		9,066
Other comprehensive income (loss)		26,051			(950	)		33,678			(5,231	)
Comprehensive income	$	112,625		$	63,617		$	174,285		$	128,143
Earnings per share
Basic	$	0.65		$	0.42		$	1.02		$	0.86
Diluted	$	0.59		$	0.39		$	0.93		$	0.80
Weighted average shares outstanding		133,701,322			154,062,587			138,218,408			154,861,396
Weighted average shares and assumed incremental shares		148,325,483			168,617,089			152,958,115			169,486,045

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

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AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, in Thousands)

	Six Months Ended December 31,
	2005			2004
				(Restated)
Cash flows from operating activities
Net income	$	140,607		$	133,374
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		11,381			33,947
Provision for loan losses		291,725			198,913
Deferred income taxes		(2,084	)		2,139
Accretion of present value discount		(22,658	)		(41,670	)
Impairment of credit enhancement assets		457			1,122
Stock-based compensation expense		9,298			2,718
Other		(9,993	)		238
Changes in assets and liabilities:
Other assets		9,910			(33,794	)
Accrued taxes and expenses		(19,047	)		(30,954	)
Net cash provided by operating activities		409,596			266,033
Cash flows from investing activities
Purchases of receivables		(3,146,643	)		(2,401,555	)
Principal collections and recoveries on receivables		1,952,779			1,434,791
Distributions from gain on sale Trusts, net of swap payments		253,673			199,086
Purchases of property and equipment		(2,249	)		(1,662	)
Sale of property		34,807
Proceeds from sale of equity investment		11,992
Change in restricted cash – securitization notes payable		(63,967	)		(2,755	)
Change in restricted cash – warehouse credit facilities		(70,874	)		126,323
Change in other assets		2,583			22,732
Net cash used by investing activities		(1,027,899	)		(623,040	)
Cash flows from financing activities
Net change in warehouse credit facilities		241,933			448,937
Issuance of securitization notes payable		2,500,000			1,550,000
Payments on securitization notes payable		(1,791,525	)		(1,436,780	)
Retirement of senior notes		(13,200	)
Debt issuance costs		(8,133	)		(11,216	)
Repurchase of common stock		(398,929	)		(144,145	)
Net proceeds from issuance of common stock		9,181			24,683
Other net changes		(484	)		(9,779	)
Net cash provided by financing activities		538,843			421,700
Net (decrease) increase in cash and cash equivalents		(79,460	)		64,693
Effect of Canadian exchange rate changes on cash and cash equivalents		2,104			1,688
Cash and cash equivalents at beginning of period		663,501			421,450
Cash and cash equivalents at end of period	$	586,145		$	487,831

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

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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 December 31, 2005, and for the three and six months ended December 31, 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. 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/A 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 and six months ended December 31, 2005, the Company has recorded total stock-based compensation expense of $5.1 million ($3.2 million net of tax) and $9.3 million ($5.9 million net of tax), respectively. For the three and six months ended December 31, 2004, the Company has recorded total stock-based compensation expense of $1.9 million ($1.2 million net of tax) and $2.7 million ($1.7 million net of tax), respectively. Included in total stock-based compensation expense for the three and six months ended December 31, 2005, is an additional $1.3 million and $2.9 million, respectively, as a result of adoption of SFAS 123R and SAB 107 for amortization of outstanding options granted prior to the

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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 $1.6 million will be recognized through December 31, 2006. The consolidated statements of income for the three and six months ended December 31, 2004, have not been restated to reflect the amortization of these options.

The tax benefit of the stock option expense of $2.6 million for the six months ended December 31, 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):

	Three Months Ended December 31, 2004			Six Months Ended December 31, 2004
Net income as reported	$	64,567		$	133,374
Add: Stock-based compensation expense included in reported net income, net of related tax effects		1,216			1,712
Deduct: Stock-based compensation expense determined under fair value-based method, net of related tax effects		(5,224	)		(9,538	)
Pro forma net income	$	60,559		$	125,548
Earnings per share:
Basic – as reported	$	0.42		$	0.86
Basic – pro forma	$	0.39		$	0.81
Diluted – as reported	$	0.39		$	0.80
Diluted – pro forma	$	0.36		$	0.75

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

	Three Months Ended December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Expected dividends	0		0		0		0
Expected volatility	38.4	%	48.9	%	38.4	%	48.9	%
Risk-free interest rate	4.3	%	2.7	%	4.3	%	2.7	%
Expected life	3.1 years		2.4 years		3.1 years		2.4 years

The Company has not paid out dividends historically, thus the dividend yields are estimated at zero percent.

Effective July 1, 2005, the Company changed its assumption for determining expected volatility on all new options granted after that date to reflect an average of the implied volatility rate and historical volatility rates. After giving consideration to recently available regulatory guidance, management believes that a combination of market-based measures is currently the best available indicator of expected volatility.

The risk-free interest rate is the implied yield available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the options.

The expected lives of options are determined based on the Company’s historical option exercise experience and the term of the option.

NOTE 2 – RESTATEMENT

On January 23, 2006, the Company filed a Form 8-K reporting a restatement of its consolidated statements of cash flows for the years ended June 30, 2005, 2004, and 2003, and the three months ended September 30, 2005. Additionally, on February 6, 2006, the Company filed a Form 10-K/A restating its consolidated statements of cash flows for the years ended June 30, 2005, 2004 and 2003. As required by Statement of Financial Accounting Standards No. 102, “Statement of Cash Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale,” paragraph 8, and related guidance set forth in statements made by the staff of the Securities and Exchange Commission (“SEC”) on December 5, 2005, the Company corrected the classification of “distributions from gain on sale Trusts, net of swap payments” from an operating cash flow to an investing cash flow.

The related accounting guidance specifies, and the SEC comments clarified, that cash flows from retained interests accounted for as available for sale securities should be classified as investing cash inflows.

Additionally, as required by Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows,” the Company corrected the classification of

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amortization of certain direct loan costs from an investing cash flow to an operating cash flow. This item was previously identified by management and at that time was deemed immaterial to the previously reported operating and investing cash flows.

The reclassifications on the consolidated statements of cash flows do not result in a change to total cash and cash equivalents and there were no changes to the consolidated balance sheets and the consolidated statements of income. The reclassifications do, however, result in a change to total cash flows provided by operating activities and total cash flows used by investing activities.

The restatement resulted in the following changes to prior period financial statements (in thousands):

	Six Months Ended December 31,
	2004
Net cash provided by operating activities:
As previously reported	$	445,019
As restated		266,033
Net cash used by investing activities:
As previously reported	$	(802,026	)
As restated		(623,040	)

NOTE 3 – FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

	December 31, 2005			June 30, 2005
Finance receivables unsecuritized, net of fees	$	1,111,773		$	845,061
Finance receivables securitized, net of fees		8,761,830			7,993,907
Less nonaccretable acquisition fees		(204,901	)		(199,810	)
Less allowance for loan losses		(404,136	)		(341,408	)
	$	9,264,566		$	8,297,750

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 $799.8 million and $607.7 million pledged under the Company’s warehouse credit facilities as of December 31 and June 30, 2005, respectively.

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The accrual of finance charge income has been suspended on $579.2 million and $378.3 million of delinquent finance receivables as of December 31 and June 30, 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 the 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 is as follows (in thousands):

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Balance at beginning of period	$	203,687		$	176,637		$	199,810		$	176,203
Purchases of receivables		6,021			6,806			13,610			11,794
Net charge–offs		(4,807	)		(5,624	)		(8,519	)		(10,178	)
Balance at end of period	$	204,901		$	177,819		$	204,901		$	177,819

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

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Balance at beginning of period	$	401,807		$	270,497		$	341,408		$	242,208
Provision for loan losses		125,865			100,197			291,725			198,913
Net charge–offs		(123,536	)		(88,330	)		(228,997	)		(158,757	)
Balance at end of period	$	404,136		$	282,364		$	404,136		$	282,364

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NOTE 4 – SECURITIZATIONS

A summary of the Company’s securitization activity and cash flows from the Trusts is as follows (in thousands):

	Three Months Ended December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Receivables securitized	$	1,513,514	$	810,812	$	2,702,705	$	1,685,130
Net proceeds from securitization		1,400,000		750,000		2,500,000		1,550,000
Servicing fees:
Sold		10,450		26,859		24,585		59,181
Secured financing (a)		53,970		42,002		104,887		81,682
Distributions from Trusts, net of swap payments:
Sold		110,655		98,804		253,673		199,086
Secured financing		143,059		124,373		296,174		275,033

(a) Servicing fees earned on securitizations accounted for as secured financings are included in finance charge income on the consolidated statements of income.

As of December 31 and June 30, 2005, the Company was servicing $9,887.0 million and $10,157.8 million, respectively, of finance receivables that have been sold or transferred to securitization Trusts.

NOTE 5 – 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):

	December 31, 2005		June 30, 2005
Interest – only receivables from Trusts	$	8,705	$	29,905
Investments in Trust receivables		138,682		239,446
Restricted cash – gain on sale Trusts		143,761		272,439
	$	291,148	$	541,790

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

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Balance at beginning of period	$	399,015		$	968,264		$	541,790		$	1,062,322
Distributions from Trusts		(110,655	)		(99,425	)		(253,673	)		(202,654	)
Accretion of present value discount		5,479			4,811			7,298			21,588
Other – than–temporary impairment					(1,031	)		(457	)		(1,122	)
Change in unrealized gain		(2,690	)		(9,725	)		(4,048	)		(17,752	)
Foreign currency translation adjustment		(1	)		395			238			907
Balance at end of period	$	291,148		$	863,289		$	291,148		$	863,289

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:

	December 31, 2005		June 30, 2005
Cumulative credit losses	12.7% – 15.0	%	12.4% – 14.8	%
Discount rate used to estimate present value:
Interest – only receivables from Trusts	14.0	%	14.0	%
Investments in Trust receivables	9.8	%	9.8	%
Restricted cash	9.8	%	9.8	%

NOTE 6 – EQUITY INVESTMENT

The Company holds an equity investment in DealerTrack Holdings, Inc., (“DealerTrack”), a leading provider of on-demand software and data solutions that utilizes the internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. During the three months ended December 31, 2005, DealerTrack completed an initial public offering (“IPO”) of its common stock. At the time of the IPO, the Company owned 3,402,768 shares of DealerTrack at an average cost of $4.15 per share. As part of the IPO, the Company sold 758,526 shares for net proceeds of $15.81 per share, resulting in an $8.8 million gain on the sale which is included in other income on the consolidated statements of income for the three and six months ended December 31, 2005. The Company retained 2,644,242 shares of DealerTrack that had a market value of $20.98 per share at December 31, 2005. This equity investment is classified as available for sale, and changes in its market value are reflected in accumulated comprehensive income. At December 31, 2005, the investment is included in other assets on the consolidated balance sheet and valued at $55.5 million. Included in accumulated other comprehensive income on the consolidated balance sheet is $44.5 million in unrealized gains related to the Company’s investment in DealerTrack at December 31, 2005. Future changes in the market value of the the Company’s investment in DealerTrack will be

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reflected in accumulated other comprehensive income until such time that the investment is sold either in whole or in part. The Company is contractually prohibited from selling any additional shares of DealerTrack until June 2006.

NOTE 7 – WAREHOUSE CREDIT FACILITIES

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

	December 31, 2005		June 30, 2005
Medium term note facility	$	650,000	$	650,000
Repurchase facility		285,618		215,613
Near prime facility		297,289		125,361
	$	1,232,907	$	990,974

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

Maturity	Facility Amount		Advances Outstanding		Finance Receivables Pledged		Restricted Cash Pledged (d)
Commercial paper facility:
November 2008 (a)(b)	$	1,950,000					$	1,000
Medium term note:
October 2007 (a)(c)		650,000	$	650,000	$	199,155		473,268
Repurchase facility:
August 2006 (a)		500,000		285,618		286,106		7,013
Near prime facility:
July 2006 (a)		400,000		297,289		314,532		3,148
	$	3,500,000	$	1,232,907	$	799,793	$	484,429

(a) At the maturity date, the outstanding debt balance can either be repaid in full or over time based on the amortization of receivables pledged.

(b) $150.0 million of this facility matures in November 2006, and the remaining $1,800.0 million matures in November 2008.

(c) This facility is a revolving facility through the date stated above. During the revolving period, the Company has the ability to substitute receivables for cash, or vice versa.

(d) These amounts do not include cash collected on finance receivables pledged of $41.9 million which is also included in restricted cash – warehouse credit facilities on the consolidated balance sheets.

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

13

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 December 31, 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 $8.1 million and $9.6 million as of December 31 and June 30, 2005, respectively, are included in other assets on the consolidated balance sheets.

NOTE 8 – 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 $22.4 million and $23.3 million as of December 31 and June 30, 2005, respectively, are included in other assets on the consolidated balance sheets.

14

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

Transaction	Maturity Date (b)	Original Note Amount		Original Weighted Average Interest Rate		Receivables Pledged		Note Balance
2002-E-M	June 2009	$	1,700,000	3.2	%	$	380,636	$	353,686
C2002-1 Canada (a)	December 2009		137,000	5.5	%		39,997		12,800
2003-A-M	November 2009		1,000,000	2.6	%		272,445		241,041
2003-B-X	January 2010		825,000	2.3	%		242,358		214,555
2003-C-F	May 2010		915,000	2.8	%		290,123		254,509
2003-D-M	August 2010		1,200,000	2.3	%		455,636		392,234
2004-A-F	February 2011		750,000	2.3	%		305,824		266,801
2004-B-M	March 2011		900,000	2.2	%		418,458		361,423
2004-1	July 2010		575,000	3.7	%		352,918		257,418
2004-C-A	May 2011		800,000	3.2	%		502,503		437,577
2004-D-F	July 2011		750,000	3.1	%		509,909		456,463
2005-A-X	October 2011		900,000	3.7	%		672,279		600,830
2005-1	May 2011		750,000	4.5	%		599,818		552,129
2005-B-M	May 2012		1,350,000	4.1	%		1,189,885		1,088,997
2005-C-F	June 2012		1,100,000	4.5	%		1,066,046		1,000,295
2005-D-A	November 2012		1,400,000	4.9	%		1,462,995		1,384,846
		$	15,052,000			$	8,761,830	$	7,875,604

(a) Note balances do not include $25.7 million of asset-backed securities issued and retained by the Company as of December 31, 2005. The balances reflect fluctuations in foreign currency translation rates and principal paydowns.

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

NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

As of December 31 and June 30, 2005, the Company had interest rate swap agreements associated with its securitization Trusts and its medium term note facility with underlying notional amounts of $1,415.0 million and $1,722.1 million, respectively. The fair value of the Company’s interest rate swap agreements of $17.7 million and $7.3 million as of December 31 and June 30, 2005, respectively, are included in other assets on the consolidated balance sheets. Interest rate swap agreements designated as hedges had unrealized gains of $15.4 million and $6.3 million included in accumulated other comprehensive income as of December 31 and June 30, 2005, respectively. The ineffectiveness related to the interest rate swap agreements designated as hedges was not material for the three and six month periods ended December 31, 2005 and 2004. The Company estimates approximately $13.8 million of unrealized gains included in other comprehensive income will be reclassified into earnings within the next twelve months.

As of December 31 and June 30, 2005, the Company had interest rate cap agreements with underlying notional amounts of $1,544.5 million and $1,219.0 million, respectively. The fair value of the Company’s interest rate cap agreements purchased by its special purpose finance subsidiaries of $1.7 million and $1.3 million as of December 31 and June 30, 2005, respectively, are

15

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 $1.7 million and $1.1 million as of December 31 and June 30, 2005, respectively, are included in other 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 December 31 and June 30, 2005, these restricted cash accounts totaled $4.1 million and $6.7 million, respectively, and are included in other assets on the consolidated balance sheets.

NOTE 10 – 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. The carrying value of the senior notes and convertible senior notes was $353.8 million and $366.8 million as of December 31 and June 30, 2005, respectively. See guarantor consolidating financial statements in Note 16.

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 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

16

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 plaintiff also 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.

On September 30, 2005, the Court issued an Order that the Company’s and the individual defendants motion to dismiss should be partially granted and partially denied and that the plaintiff should be given one final opportunity to re-plead the complaint 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 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Pursuant to the Court’s Order, on October 28, 2005, the plaintiff filed a second amended consolidated complaint concerning the Securities Act of 1933 claims. The Company has filed a motion to dismiss this second amended complaint.

The Company believes that the claims alleged in the Pierce lawsuit 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 was 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.

17

NOTE 11 – COMMON STOCK

On October 25, 2005, the Company announced the approval of another stock repurchase plan by its Board of Directors. The new stock repurchase plan authorizes the Company to repurchase up to $300.0 million of its common stock in the open market or in privately negotiated transactions based on market conditions. The cumulative amount of the stock repurchase plans authorized by the Board of Directors since April 2004 is $1,000.0 million. As of January 31, 2006, the Company has remaining authorization to repurchase $183.2 million of its common stock.

The following summarizes repurchase activity during the three and six months ended December 31, 2005 and 2004:

	Three Months Ended December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Number of shares		8,378,643		3,787,627		16,455,774		7,286,877
Average price per share	$	23.25	$	20.15	$	24.24	$	19.78

During January 2006, the Company repurchased an additional 898,500 shares of its common stock at an average cost of $25.73 per share.

NOTE 12 – 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 $22.0 million at December 31, 2005, and will be recognized over the weighted average service period of 1.6 years.

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Employee Plans

A summary of stock option activity under the Company’s employee plans for the six months ended December 31, 2005, is as follows (dollars and shares in thousands, except weighted average exercise price):

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Outstanding at June 30, 2005	7,569		$	15.39
Granted	100			22.58
Exercised	(535	)		11.78
Canceled/forfeited	(122	)		19.89
Outstanding at December 31, 2005	7,012		$	15.69	4.4	$	69,708
Options exercisable at December 31, 2005	5,921		$	16.65	4.6	$	53,185
Weighted average fair value of options granted during period			$	10.82

Cash received from exercise of options for the six months ended December 31, 2005, was $9.1 million. Options exercised are issued as new shares. The total intrinsic value of options exercised during the six months ended December 31, 2005, was $6.9 million.

Non-Employee Director Plans

A summary of stock option activity under the Company’s non-employee director plans for the six months ended December 31, 2005, is as follows (dollars and shares in thousands, except weighted average exercise price):

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years	Aggregate Intrinsic Value
Outstanding at June 30, 2005	270		$	14.57
Exercised	(10	)		6.50
Outstanding at December 31, 2005	260		$	14.88	2.6	$	2,796
Options exercisable at December 31, 2005	260		$	14.88	2.6	$	2,796

Cash received from exercise of options for the six months ended December 31, 2005, was $65,000. Options exercised are issued as new shares. The total intrinsic value of options exercised during the six months ended December 31, 2005, was $157,000.

19

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 six months ended December 31, 2005. These shares have a weighted average exercise price of $11.40, an aggregate intrinsic value of $38.0 million, and a weighted average remaining contractual life of 1 year.

Restricted Stock Grants

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 $2.1 million for the six months ended December 31, 2005. As of December 31 and June 30, 2005, unamortized compensation expense, which is included in additional paid-in capital, related to the restricted stock awards was $9.7 million and $12.6 million, respectively. A summary of the status of non-vested restricted stock for the six months ended December 31, 2005, is presented below:

Non-vested restricted stock at June 30, 2005	577,300
Forfeited	(20,400	)
Non-vested restricted stock at December 31, 2005	556,900

Stock Appreciation Rights

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 $1.6 million for the six months ended December 31, 2005. As of December 31 and June 30, 2005, unamortized compensation expense related to the rights was $7.1 million and $8.7 million, respectively. A summary of the status of non-vested stock appreciation rights for the six months ended December 31, 2005, is presented below:

Non-vested stock appreciation rights at June 30, 2005	520,600
Forfeited	(2,900	)
Non-vested stock appreciation rights at December 31, 2005	517,700

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NOTE 13 – RESTRUCTURING CHARGES

The Company recognized restructuring charges of $93,000 and $252,000 during the three and six months ended December 31, 2005, respectively, and $105,000 and $611,000 during the three and six months ended December 31, 2004, respectively, relating to a revision of assumed lease costs for office space and collections centers in connection with the Company’s restructuring activities during the years ended June 30, 2004 and 2003.

As of December 31, 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 million of contract termination and other associated costs. Total costs incurred to date in connection with the revision of the Company’s operating plan in February 2003 includes $18.8 million in personnel-related costs, $26.5 million of contract termination costs and $28.4 million in other associated costs. The accruals remain for contract term and other associated costs which are long term liabilities.

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

	Contract Termination Costs			Other Associated Costs			Total
Balance at June 30, 2005	$	13,498		$	2,959		$	16,457
Cash settlements		(1,434	)					(1,434	)
Non-cash settlements		(510	)		(179	)		(689	)
Adjustments		252						252
Balance at December 31, 2005	$	11,806		$	2,780		$	14,586

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NOTE 14 – EARNINGS PER SHARE

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 December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Net income	$	86,574	$	64,567	$	140,607	$	133,374
Interest expense related to convertible senior notes, net of related tax effects		720		718		1,436		1,433
Adjusted net income	$	87,294	$	65,285	$	142,043	$	134,807
Weighted average shares outstanding		133,701,322		154,062,587		138,218,408		154,861,396
Incremental shares resulting from assumed conversions:
Stock-based compensation		3,130,631		3,109,199		3,231,175		3,193,088
Warrants		788,325		740,098		803,327		726,356
Convertible senior notes		10,705,205		10,705,205		10,705,205		10,705,205
		14,624,161		14,554,502		14,739,707		14,624,649
Weighted average shares and assumed incremental shares		148,325,483		168,617,089		152,958,115		169,486,045
Earnings per share:
Basic	$	0.65	$	0.42	$	1.02	$	0.86
Diluted	$	0.59	$	0.39	$	0.93	$	0.80

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. The treasury stock method was used to compute the assumed incremental shares related to the Company’s outstanding stock-based compensation and warrants. The average common stock market prices for the periods were used to determine the number of incremental shares. Options to purchase approximately 0.8 million and 1.0 million shares of common stock at December 31, 2005 and 2004, 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.

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NOTE 15 – SUPPLEMENTAL CASH FLOW INFORMATION

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

	Six Months Ended December 31,
	2005		2004
Interest costs (none capitalized)	$	236,680	$	119,745
Income taxes		116,971		95,284

NOTE 16 – GUARANTOR CONSOLIDATING FINANCIAL STATEMENTS

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 provide 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.

23

AmeriCredit Corp.

Consolidating Balance Sheet

December 31, 2005

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	541,117	$	45,028				$	586,145
Finance receivables, net					248,126		9,016,440					9,264,566
Interest-only receivables from Trusts							8,705					8,705
Investments in Trust receivables							138,682					138,682
Restricted cash - gain on sale Trusts							143,761					143,761
Restricted cash - securitization notes payable							698,321					698,321
Restricted cash - warehouse credit facilities							526,300					526,300
Property and equipment, net	$	6,694			52,638							59,332
Deferred income taxes		36,141			4,950		614					41,705
Other assets		(8,209	)		210,920		66,542	$	(377	)		268,876
Due from affiliates		702,885					581,098		(1,283,983	)
Investment in affiliates		1,548,139			2,163,012		449,194		(4,160,345	)
Total assets	$	2,285,650		$	3,220,763	$	11,674,685	$	(5,444,705	)	$	11,736,393
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities						$	1,232,907				$	1,232,907
Securitization notes payable							7,922,462	$	(46,858	)		7,875,604
Senior notes	$	153,791										153,791
Convertible senior notes		200,000										200,000
Funding payable				$	225,313		488					225,801
Accrued taxes and expenses		5,583			60,231		49,319		(377	)		114,756
Other liabilities		5,996			7,258							13,254
Due to affiliates					1,262,850				(1,262,850	)
Total liabilities		365,370			1,555,652		9,205,176		(1,310,085	)		9,816,113
Shareholders’ equity:
Common stock		1,675			75,355		30,628		(105,983	)		1,675
Additional paid-in capital		1,173,613			75,741		497,530		(573,271	)		1,173,613
Accumulated other comprehensive income		67,243			50,816		31,421		(82,237	)		67,243
Retained earnings		1,474,241			1,463,199		1,909,930		(3,373,129	)		1,474,241
		2,716,772			1,665,111		2,469,509		(4,134,620	)		2,716,772
Treasury stock		(796,492	)									(796,492	)
Total shareholders’ equity		1,920,280			1,665,111		2,469,509		(4,134,620	)		1,920,280
Total liabilities and shareholders’ equity	$	2,285,650		$	3,220,763	$	11,674,685	$	(5,444,705	)	$	11,736,393

24

AmeriCredit Corp.

Consolidating Balance Sheet

June 30, 2005

(in thousands)

	AmeriCredit Corp.			Guarantors		Non- Guarantors		Eliminations			Consolidated
ASSETS
Cash and cash equivalents				$	663,501						$	663,501
Finance receivables, net					213,175	$	8,084,575					8,297,750
Interest-only receivables from Trusts							29,905					29,905
Investments in Trust receivables					1,094		238,352					239,446
Restricted cash - gain on sale Trusts					3,805		268,634					272,439
Restricted cash - securitization notes payable							633,900					633,900
Restricted cash - warehouse credit facilities							455,426					455,426
Property and equipment, net	$	6,860			85,139		1					92,000
Deferred income taxes		(46,264	)		13,240		86,783					53,759
Other assets		6,270			154,906		58,080	$	(10,344	)		208,912
Due from affiliates		1,196,054					1,161,307		(2,357,361	)
Investment in affiliates		1,385,395			2,886,483		330,277		(4,602,155	)
Total assets	$	2,548,315		$	4,021,343	$	11,347,240	$	(6,969,860	)	$	10,947,038
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Warehouse credit facilities						$	990,974				$	990,974
Securitization notes payable							7,218,487	$	(52,459	)		7,166,028
Senior notes	$	166,755										166,755
Convertible senior notes		200,000										200,000
Funding payable				$	157,615		595					158,210
Accrued taxes and expenses		52,642			39,658		51,780		(10,344	)		133,736
Other liabilities		7,002			2,417							9,419
Due to affiliates					2,329,302				(2,329,302	)
Total liabilities		426,399			2,528,992		8,261,836		(2,392,105	)		8,825,122
Shareholders’ equity:
Common stock		1,668			75,355		30,627		(105,982	)		1,668
Additional paid-in capital		1,150,612			75,670		1,263,713		(1,339,383	)		1,150,612
Accumulated other comprehensive income		33,565			11,280		35,259		(46,539	)		33,565
Retained earnings		1,333,634			1,330,046		1,755,805		(3,085,851	)		1,333,634
		2,519,479			1,492,351		3,085,404		(4,577,755	)		2,519,479
Treasury stock		(397,563	)									(397,563	)
Total shareholders’ equity		2,121,916			1,492,351		3,085,404		(4,577,755	)		2,121,916
Total liabilities and shareholders’ equity	$	2,548,315		$	4,021,343	$	11,347,240	$	(6,969,860	)	$	10,947,038

25

AmeriCredit Corp.

Consolidating Statement of Income

Three Months Ended December 31, 2005

(Unaudited, in Thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	21,739		$	372,336				$	394,075
Servicing income				9,928			11,517					21,445
Other income	$	16,891		431,581			930,852	$	(1,346,716	)		32,608
Equity in income of affiliates		83,012		94,065					(177,077	)
		99,903		557,313			1,314,705		(1,523,793	)		448,128
Costs and expenses
Operating expenses		6,032		22,565			55,322					83,919
Provision for loan losses				17,760			108,105					125,865
Interest expense		5,219		440,329			1,002,347		(1,346,716	)		101,179
Restructuring charges				93								93
		11,251		480,747			1,165,774		(1,346,716	)		311,056
Income before income taxes		88,652		76,566			148,931		(177,077	)		137,072
Income tax provision (benefit)		2,078		(6,446	)		54,866					50,498
Net income	$	86,574	$	83,012		$	94,065	$	(177,077	)	$	86,574

26

AmeriCredit Corp.

Consolidating Statement of Income

Three Months Ended December 31, 2004

(Unaudited, in Thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	18,635		$	273,040				$	291,675
Servicing income				25,222			15,150					40,372
Other income	$	18,114		268,853			553,636	$	(827,883	)		12,720
Equity in income of affiliates		59,517		74,931					(134,448	)
		77,631		387,641			841,826		(962,331	)		344,767
Costs and expenses
Operating expenses		4,636		30,887			44,478					80,001
Provision for loan losses				22,271			77,926					100,197
Interest expense		5,462		283,913			600,484		(827,883	)		61,976
Restructuring charges				105								105
		10,098		337,176			722,888		(827,883	)		242,279
Income before income taxes		67,533		50,465			118,938		(134,448	)		102,488
Income tax provision (benefit)		2,966		(9,052	)		44,007					37,921
Net income	$	64,567	$	59,517		$	74,931	$	(134,448	)	$	64,567

27

AmeriCredit Corp.

Consolidating Statement of Income

Six Months Ended December 31, 2005

(Unaudited, in Thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	46,633		$	721,178				$	767,811
Servicing income				25,078			21,708					46,786
Other income	$	32,618		709,812			1,517,046	$	(2,205,682	)		53,794
Equity in income of affiliates		133,153		154,125					(287,278	)
		165,771		935,648			2,259,932		(2,492,960	)		868,391
Costs and expenses
Operating expenses		10,158		44,387			107,239					161,784
Provision for loan losses				38,737			252,988					291,725
Interest expense		10,618		731,453			1,655,061		(2,205,682	)		191,450
Restructuring charges				252								252
		20,776		814,829			2,015,288		(2,205,682	)		645,211
Income before income taxes		144,995		120,819			244,644		(287,278	)		223,180
Income tax provision (benefit)		4,388		(12,334	)		90,519					82,573
Net income	$	140,607	$	133,153		$	154,125	$	(287,278	)	$	140,607

28

AmeriCredit Corp.

Consolidating Statement of Income

Six Months Ended December 31, 2004

(Unaudited, in Thousands)

	AmeriCredit Corp.		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenue
Finance charge income			$	39,132		$	522,471				$	561,603
Servicing income				55,685			44,044					99,729
Other income	$	26,736		415,295			818,151	$	(1,236,791	)		23,391
Equity in income of affiliates		128,164		114,611					(242,775	)
		154,900		624,723			1,384,666		(1,479,566	)		684,723
Costs and expenses
Operating expenses		7,366		62,249			84,387					154,002
Provision for loan losses				(239	)		199,152					198,913
Interest expense		11,100		425,978			919,205		(1,236,791	)		119,492
Restructuring charges				611								611
		18,466		488,599			1,202,744		(1,236,791	)		473,018
Income before income taxes		136,434		136,124			181,922		(242,775	)		211,705
Income tax provision		3,060		7,960			67,311					78,331
Net income	$	133,374	$	128,164		$	114,611	$	(242,775	)	$	133,374

29

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Six Months Ended December 31, 2005

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities: Net income	$	140,607		$	133,153		$	154,125		$	(287,278	)	$	140,607
Adjustments to reconcile net income to net cash (used) provided by operating activities:
Depreciation and amortization		1,075			4,925			5,381						11,381
Provision for loan losses					38,737			252,988						291,725
Deferred income taxes		(80,463	)		(12,167	)		90,546						(2,084	)
Accretion of present value discount					(385	)		(22,273	)					(22,658	)
Impairment of credit enhancement assets					268			189						457
Stock-based compensation expense		9,298												9,298
Other		216			(9,893	)		(316	)					(9,993	)
Equity in income of affiliates		(133,153	)		(154,125	)					287,278
Changes in assets and liabilities:
Other assets		13,460			(13,999	)		10,449						9,910
Accrued taxes and expenses		(47,059	)		30,648			(2,636	)					(19,047	)
Net cash (used) provided by operating activities		(96,019	)		17,162			488,453						409,596
Cash flows from investing activities:
Purchases of receivables					(3,146,643	)		(3,094,354	)		3,094,354			(3,146,643	)
Principal collections and recoveries on receivables					26,906			1,925,873						1,952,779
Net proceeds from sale of receivables					3,094,354						(3,094,354	)
Distributions from gain on sale
Trusts, net of swap payments					6,923			246,750						253,673
Purchases of property and equipment		1,689			(3,939	)		1						(2,249	)
Sale of property					34,807									34,807
Proceeds from sale of equity investment					11,992									11,992
Change in restricted cash – securitization notes payable								(63,967	)					(63,967	)
Change in restricted cash – warehouse credit facilities								(70,874	)					(70,874	)
Change in other assets					2,583									2,583
Net change in investment in affiliates		(889	)		885,028			(118,916	)		(765,223	)
Net cash provided (used) by investing activities		800			912,011			(1,175,487	)		(765,223	)		(1,027,899	)
Cash flows from financing activities:
Net change in warehouse credit facilities								241,933						241,933
Issuance of securitization notes payable								2,500,000						2,500,000
Payments on securitization notes payable								(1,791,525	)					(1,791,525	)
Retirement of senior notes		(13,200	)											(13,200	)
Debt issuance costs		131						(8,264	)					(8,133	)
Repurchase of common stock		(398,929	)											(398,929	)
Net proceeds from issuance of common stock		9,181			71			(766,183	)		766,112			9,181
Other net changes		(109	)		(375	)								(484	)
Net change in due (to) from affiliates		493,169			(1,053,050	)		556,093			3,788
Net cash provided (used) by financing activities		90,243			(1,053,354	)		732,054			769,900			538,843
Net (decrease) increase in cash and cash equivalents		(4,976	)		(124,181	)		45,020			4,677			(79,460	)
Effect of Canadian exchange rate changes on cash and cash equivalents		4,976			1,797			8			(4,677	)		2,104
Cash and cash equivalents at beginning of period					663,501									663,501
Cash and cash equivalents at end of period	$			$	541,117		$	45,028		$			$	586,145

30

AmeriCredit Corp.

Consolidating Statement of Cash Flows

Six Months Ended December 31, 2004

RESTATED

(Unaudited, in Thousands)

	AmeriCredit Corp.			Guarantors			Non- Guarantors			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	133,374		$	128,164		$	114,611		$	(242,775	)	$	133,374
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		1,063			8,257			24,627						33,947
Provision for loan losses					(239	)		199,152						198,913
Deferred income taxes		191,246			75,462			(264,569	)					2,139
Accretion of present value discount					8,296			(49,966	)					(41,670	)
Impairment of credit enhancement assets								1,122						1,122
Stock-based compensation expense		2,718												2,718
Other					360			(122	)					238
Equity in income of affiliates		(128,164	)		(114,611	)					242,775
Changes in assets and liabilities:
Other assets		989			(44,019	)		9,236						(33,794	)
Accrued taxes and expenses		38,707			(74,119	)		4,458						(30,954	)
Net cash provided by (used in) operating activities		239,933			(12,449	)		38,549						266,033
Cash flows from investing activities:
Purchases of receivables					(2,401,555	)		(2,407,933	)		2,407,933			(2,401,555	)
Principal collections and recoveries on receivables					19,836			1,414,955						1,434,791
Net proceeds from sale of receivables					2,407,933						(2,407,933	)
Distributions from gain on sale
Trusts, net of swap payments					4			199,082						199,086
Purchases of property and equipment					(1,662	)								(1,662	)
Change in restricted cash - securitization notes payable								(2,755	)					(2,755	)
Change in restricted cash - warehouse credit facilities								126,323						126,323
Change in other assets					22,732									22,732
Net change in investment in affiliates		7,565			1,115,299			(129,723	)		(993,141	)
Net cash provided by (used in) investing activities		7,565			1,162,587			(800,051	)		(993,141	)		(623,040	)
Cash flows from financing activities:
Net change in warehouse credit facilities								448,937						448,937
Issuance of securitization notes								1,550,000						1,550,000
Payments on securitization notes								(1,436,780	)					(1,436,780	)
Debt issuance costs		(71	)		(776	)		(10,369	)					(11,216	)
Repurchase of common stock		(144,145	)											(144,145	)
Net proceeds from issuance of common stock		24,683						(971,353	)		971,353			24,683
Other net changes		(9,308	)		(471	)								(9,779	)
Net change in due (to) from affiliates		(128,174	)		(1,090,091	)		1,187,659			30,606
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		(9,517	)		58,800			6,592			8,818			64,693
Effect of Canadian exchange rate changes on cash and cash equivalents		9,517			981			8			(8,818	)		1,688
Cash and cash equivalents at beginning of period					421,450									421,450
Cash and cash equivalents at end of period	$			$	481,231		$	6,600		$			$	487,831

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

GENERAL

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 and to fund the repurchase of receivables pursuant to cleanup call options, the Company uses available cash and 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.” At December 31, 2005, approximately 10% of the Company’s managed receivables were 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 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.

32

ACQUISITION

On November 7, 2005, the Company announced a definitive agreement for its operating subsidiary, AmeriCredit Financial Services, Inc., to acquire all of the outstanding capital stock of Bay View Acceptance Corporation (“BVAC”). BVAC is the auto finance subsidiary of Bay View Capital Corporation. The acquisition is an all-cash transaction that values BVAC at $62.5 million which was approximately book-value at June 30, 2005.

BVAC acquires retail auto installment contracts from auto dealers in 32 states offering specialized products, including extended term financing and larger advances, to customers with prime credit scores. As of June 30, 2005, it had approximately 33,000 customers and $684 million in managed auto receivables.

CRITICAL ACCOUNTING ESTIMATES

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:

Allowance for loan losses

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. 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 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

33

losses recorded on the consolidated statements of income. A 10% and 20% increase in cumulative net credit losses over the loss confirmation period would increase the allowance for loan losses as of December 31, 2005, as follows (in thousands):

	10% adverse change		20% adverse change
Impact on allowance for loan losses	$	60,904	$	121,807

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 or that the Company’s credit loss assumptions will not increase.

Credit Enhancement Assets

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 December 31, 2005, as follows (in thousands):

Impact on fair value of	10% adverse change		20% adverse change
Expected cumulative net credit losses	$	3,127	$	6,258
Discount rate		1,069		2,132

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

34

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.

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 and six months ended December 31, 2005, the Company has recorded total stock-based compensation expense of $5.1 million ($3.2 million net of tax) and $9.3 million ($5.9 million net of tax), respectively. For the three and six months ended December 31, 2004, the Company has recorded total stock-based compensation expense of $1.9 million ($1.2 million net of tax) and $2.7 million ($1.7 million net of tax), respectively. Included in total stock-based compensation expense for the three and six months ended December 31, 2005, is an additional $1.3 million and $2.9 million, respectively, 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 $1.6 million will be recognized through December 31, 2006. The consolidated statements of income for the three and six months ended December 31, 2004, have not been restated to reflect the amortization of these options.

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 December 31, 2005 and 2004, was estimated using the Black Scholes option-pricing model based on the following weighted average assumptions:

	Three Months Ended December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Expected dividends	0		0		0		0
Expected volatility	38.4	%	48.9	%	38.4	%	48.9	%
Risk-free interest rate	4.3	%	2.7	%	4.3	%	2.7	%
Expected life	3.1 years		2.4 years		3.1 years		2.4 years

35

The Company has not paid out dividends historically, thus the dividend yields are estimated at zero percent.

Effective July 1, 2005, the Company changed its assumption for determining expected volatility on all new options granted after that date to reflect an average of the implied volatility rate and historical volatility rates. After giving consideration to recently available regulatory guidance, management believes that a combination of market-based measures is currently the best available indicator of expected volatility.

The risk-free interest rate is the implied yield available for zero-coupon U.S. government issues with a remaining term equal to the expected life of the options.

The expected lives of options are determined based on the Company’s historical option exercise experience and the term of the option.

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 December 31, 2005 or 2004.

RESULTS OF OPERATIONS

Three Months Ended December 31, 2005 as compared to Three Months Ended December 31, 2004

Changes in Finance Receivables:

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

	Three Months Ended December 31,
	2005			2004
Balance at beginning of period	$	9,462,883		$	7,185,962
Loans purchased		1,339,526			1,120,252
Loans repurchased from gain on sale Trusts		186,372			158,968
Liquidations and other		(1,115,178	)		(842,631	)
Balance at end of period	$	9,873,603		$	7,622,551
Average finance receivables	$	9,573,416		$	7,394,990

36

The increase in loans purchased during the three months ended December 31, 2005, as compared to the three months ended December 31, 2004, was due to the addition of staff in the Company’s branch office network and related areas in order to support new loan growth. 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, 2005 and 2004, the Company operated 89 and 91 branch offices, respectively.

The average new loan size was $17,328 for the three months ended December 31, 2005, compared to $16,872 for the three months ended December 31, 2004. The average annual percentage rate for finance receivables purchased during the three months ended December 31, 2005, increased to 16.8% from 16.5% during the three months ended December 31, 2004, due to an increase in new loan pricing as a result of an increase in short term market interest rates.

Net Margin:

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

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

	Three Months Ended December 31,
	2005			2004
Finance charge income	$	394,075		$	291,675
Other income (a)		23,761			12,720
Interest expense		(101,179	)		(61,976	)
Net margin	$	316,657		$	242,419

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

	Three Months Ended December 31,
	2005		2004
Finance charge income	16.3	%	15.6	%
Other income (a)	1.0		0.7
Interest expense	(4.2	)	(3.3	)
Net margin as a percentage of average finance receivables	13.1	%	13.0	%

(a) Excludes gain recorded from sale of equity investment in DealerTrack during the three months ended December 31, 2005.

37

Revenue:

Finance charge income increased by 35% to $394.1 million for the three months ended December 31, 2005, from $291.7 million for the three months ended December 31, 2004, due to the increase in average finance receivables and an increase in the Company’s effective yield. The Company’s effective yield on its finance receivables increased to 16.3% for the three months ended December 31, 2005, from 15.6% for the three months ended December 31, 2004. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and may be lower than the contractual rates of the Company’s finance contracts due to finance receivables in nonaccrual status. The increase in the effective yield is primarily due to the accretion of acquisition fees on loans acquired subsequent to June 30, 2004, 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”).

Servicing income consists of the following (in thousands):

	Three Months Ended December 31,
	2005		2004
Servicing fees	$	10,450	$	26,859
Other-than-temporary impairment				(1,031	)
Accretion		10,995		14,544
	$	21,445	$	40,372
Average gain on sale receivables	$	1,445,804	$	3,876,658

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 2.9% and 2.7%, annualized, of average gain on sale receivables for the three months ended December 31, 2005 and 2004, respectively.

Other-than-temporary impairment of $1.0 million for the three months ended December 31, 2004, resulted from higher than forecasted default rates in certain gain on sale Trusts. There was no other-than-temporary impairment for the three months ended December 31, 2005.

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.

38

The Company recognized accretion of $11.0 million, or 12.3%, on an annualized basis, of average credit enhancement assets, and $14.5 million, or 6.2%, on an annualized basis, of average credit enhancement assets, during the three months ended December 31, 2005 and 2004, 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 three months ended December 31, 2005, as compared to the three months ended December 31, 2004, as a result of fewer securitization transactions incurring other-than-temporary impairments.

Other income consists of the following (in thousands):

	Three Months Ended December 31,
	2005		2004
Investment income	$	15,145	$	4,967
Gain on sale of equity investment		8,847
Late fees and other income		8,616		7,753
	$	32,608	$	12,720

Investment income increased as a result of higher invested cash balances combined with increased market interest rates.

The Company holds an equity investment in DealerTrack Holdings, Inc., (“DealerTrack”), a leading provider of on-demand software and data solutions that utilizes the internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. During the three months ended December 31, 2005, DealerTrack completed an initial public offering (“IPO”) of its common stock. As part of the IPO, the Company sold 758,526 shares with an average cost of $4.15 per share for net proceeds of $15.81 per share, resulting in an $8.8 million gain on the sale which is included in other income.

Costs and Expenses:

Operating expenses increased to $83.9 million for the three months ended December 31, 2005, from $80.0 million for the three months ended December 31, 2004, due to increased costs to support greater origination volume and increased stock-based compensation expense.

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 December 31, 2005 and 2004, reflect inherent losses on receivables originated during those quarters and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses increased to $125.9 million for the three months ended December 31, 2005, from $100.2 million for the three months ended December 31, 2004, as a result of

39

increased origination volume. As an annualized percentage of average finance receivables, the provision for loan losses was 5.2% and 5.4% for the three months ended December 31, 2005 and 2004, respectively. The provision for loan losses as a percentage of average finance receivables was lower as a result of favorable net credit loss experience due to better than forecasted recovery rates.

Interest expense increased to $101.2 million for the three months ended December 31, 2005, from $62.0 million for the three months ended December 31, 2004. Average debt outstanding was $9,064.4 million and $6,938.8 million for the three months ended December 31, 2005 and 2004, respectively. The Company’s effective rate of interest paid on its debt increased to 4.4% for the three months ended December 31, 2005, compared to 3.5% for the three months ended December 31, 2004, due to an increase in market interest rates.

The Company’s effective income tax rate was 36.8% and 37.0% for the three months ended December 31, 2005 and 2004, respectively.

Other Comprehensive Income (Loss):

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

	Three Months Ended December 31,
	2005			2004
Unrealized losses on credit enhancement assets	$	(4,072	)	$	(12,953	)
Unrealized gains on cash flow hedges		838			4,740
Unrealized gain on equity investment		44,512
Canadian currency translation adjustment		(16	)		4,224
Income tax (provision) benefit		(15,211	)		3,039
	$	26,051		$	(950	)

Credit Enhancement Assets

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

	Three Months Ended December 31,
	2005			2004
Unrealized losses related to changes in credit loss assumptions	$	(2,671	)	$	(11,446	)
Unrealized gains related to changes in interest rates		161			1,522
Reclassification of unrealized gains into earnings through accretion		(1,562	)		(3,029	)
	$	(4,072	)	$	(12,953	)

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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 increased the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 12.7% to 15.0% as of December 31, 2005, from a range of 12.6% to 14.9% as of September 30, 2005. For the three months ended December 31, 2005, 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 $2.7 million. The Company increased 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. For the three months ended 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 $11.4 million and, for certain trusts, other-than-temporary impairment of $1.0 million.

Unrealized gains related to changes in interest rates of $161,000 and $1.5 million for the three months ended December 31, 2005 and 2004, respectively, resulted primarily from an 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 $1.6 million and $3.0 million were reclassified into earnings through accretion during the three months ended December 31, 2005 and 2004, respectively.

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Cash Flow Hedges

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

	Three Months Ended December 31,
	2005			2004
Unrealized gains related to changes in fair value	$	3,316		$	3,568
Reclassification of net unrealized (gains) losses into earnings		(2,478	)		1,172
	$	838		$	4,740

Unrealized gains related to changes in fair value for the three months ended December 31, 2005 and 2004, were primarily due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuates based upon changes in forward interest rate expectations.

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 or other hedged items affect earnings.

Equity Investment

The Company retained 2,644,242 shares of DealerTrack that had a market value of $20.98 per share at December 31, 2005. This equity investment is classified as available for sale, and changes in its market value are reflected in accumulated comprehensive income. At December 31, 2005, the investment is included in other assets on the consolidated balance sheet and valued at $55.5 million. Included in accumulated other comprehensive income on the consolidated balance sheet is $44.5 million in unrealized gains related to the Company’s investment in DealerTrack at December 31, 2005. Future changes in the market value of the Company’s investment in DealerTrack will be reflected in accumulated other comprehensive income until such time that the investment is sold either in whole or in part.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment losses of $16,000 and gains of $4.2 million for the three months ended December 31, 2005 and 2004, respectively, were included in other comprehensive income (loss). 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, 2005 and 2004. The Company does not anticipate the settlement of intercompany transactions with its Canadian subsidiaries in the foreseeable future.

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Six Months Ended December 31, 2005 as compared to Six Months Ended December 31, 2004

Changes in Finance Receivables:

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

	Six Months Ended December 31,
	2005			2004
Balance at beginning of period	$	8,838,968		$	6,782,280
Loans purchased		2,859,672			2,205,038
Loans repurchased from gain on sale Trusts		378,683			269,251
Liquidations and other		(2,203,720	)		(1,634,018	)
Balance at end of period	$	9,873,603		$	7,622,551
Average finance receivables	$	9,312,002		$	7,174,033

The increase in loans purchased during the six months ended December 31, 2005, as compared to the six months ended December 31, 2004, was due to the addition of staff in the Company’s branch office network and related areas in order to support new loan growth. 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, 2005 and 2004, the Company operated 89 and 91 branch offices, respectively.

The average new loan size was $17,424 for the six months ended December 31, 2005, compared to $16,958 for the six months ended December 31, 2004. The average annual percentage rate for finance receivables purchased during the six months ended December 31, 2005, increased to 16.6% from 16.4% during the six months ended December 31, 2004, due to an increase in new loan pricing as a result of an increase in short term market interest rates.

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Net Margin:

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):

	Six Months Ended December 31,
	2005			2004
Finance charge income	$	767,811		$	561,603
Other income (a)		44,947			23,391
Interest expense		(191,450	)		(119,492	)
Net margin	$	621,308		$	465,502

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

	Six Months Ended December 31,
	2005		2004
Finance charge income	16.3	%	15.5	%
Other income (a)	1.0		0.7
Interest expense	(4.1	)	(3.3	)
Net margin as a percentage of average finance receivables	13.2	%	12.9	%

(a) Excludes gain recorded from sale of equity investment in DealerTrack during the six months ended December 31, 2005.

Revenue:

Finance charge income increased by 37% to $767.8 million for the six months ended December 31, 2005, from $561.6 million for the six months ended December 31, 2004, due to the increase in average finance receivables and an increase in the Company’s effective yield. The Company’s effective yield on its finance receivables increased to 16.3% for the six months ended December 31, 2005, from 15.5% for the six months ended December 31, 2004. The effective yield represents finance charges and fees taken into earnings during the period as a percentage of average finance receivables and may be lower than the contractual rates of the Company’s finance contracts due to finance receivables in nonaccrual status. The increase in the effective yield is primarily due to the accretion of acquisition fees on loans acquired subsequent to June 30, 2004, due to the Company’s adoption of SOP 03-3.

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Servicing income consists of the following (in thousands):

	Six Months Ended December 31,
	2005			2004
Servicing fees	$	24,585		$	59,181
Other-than-temporary impairment		(457	)		(1,122	)
Accretion		22,658			41,670
	$	46,786		$	99,729
Average gain on sale receivables	$	1,708,097		$	4,302,322

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 2.9% and 2.7%, annualized, of average gain on sale receivables for the six months ended December 31, 2005 and 2004, respectively.

Other-than-temporary impairment of $0.5 million and $1.1 million for the six months ended December 31, 2005 and 2004, 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 $22.7 million, or 10.7%, on an annualized basis, of average credit enhancement assets, and $41.7 million, or 8.5%, on an annualized basis, of average credit enhancement assets, during the six months ended December 31, 2005 and 2004, 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, 2005, as compared to the six months ended December 31, 2004, as a result of fewer securitization transactions incurring other-than-temporary impairments.

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Other income consists of the following (in thousands):

	Six Months Ended December 31,
	2005		2004
Investment income	$	27,263	$	8,077
Gain on sale of equity investment		8,847
Late fees and other income		17,684		15,314
	$	53,794	$	23,391

Investment income increased as a result of higher invested cash balances combined with increased market interest rates.

The Company holds an equity investment in DealerTrack, a leading provider of on-demand software and data solutions that utilizes the internet to link automotive dealers with banks, finance companies, credit unions and other financing sources. During the three months ended December 31, 2005, DealerTrack completed an IPO of its common stock. As part of the IPO, the Company sold 758,526 shares at an average cost of $4.15 per share for net proceeds of $15.81 per share, resulting in an $8.8 million gain on the sale which is included in other income.

Costs and Expenses:

Operating expenses increased to $161.8 million for the six months ended December 31, 2005, from $154.0 million for the six months ended December 31, 2004, due to increased costs to support greater origination volume and increased stock-based compensation expense.

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, 2005 and 2004, reflect 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 $291.7 million for the six months ended December 31, 2005, from $198.9 million for the six months ended December 31, 2004, as a result of increased origination volume, charges related to Hurricane Katrina and higher overall reserve levels. As an annualized percentage of average finance receivables, the provision for loan losses was 6.2% and 5.5% for the six months ended December 31, 2005 and 2004, respectively. The provision for loan losses as a percentage of average finance receivables was higher for the six months ended December 31, 2005, because of two factors: first, the impact of Hurricane Katrina; and second, an increase in estimated losses inherent in the portfolio. In August 2005 Hurricane Katrina struck the Gulf Coast causing extensive damage. Collateral supporting finance receivables in certain parts of Alabama, Louisiana and Mississippi was damaged or destroyed by the storm. Additionally, job displacement and transition issues related to the disaster

46

caused a rise in inherent losses on finance receivables in areas affected by the storm. The Company recorded a $9.2 million (0.2%, as an annualized percentage of average finance receivables) provision for loan losses during the six months ended December 31, 2005, for the estimated impact of the storm. The Company also raised its estimate of losses inherent in the portfolio at December 31, 2005, in light of current economic factors. The increase in probable credit losses resulted in higher provision for loan losses during the six months ended December 31, 2005. As a result of the higher provision for loan losses, the combined nonaccretable acquisition fees and allowance for loan losses against finance receivables increased to 6.2% as of December 31, 2005, from 6.0% as of December 31, 2004.

Interest expense increased to $191.5 million for the six months ended December 31, 2005, from $119.5 million for the six months ended December 31, 2004. Average debt outstanding was $8,761.7 million and $6,660.7 million for the six months ended December 31, 2005 and 2004, respectively. The Company’s effective rate of interest paid on its debt increased to 4.3% for the six months ended December 31, 2005, compared to 3.6% for the six months ended December 31, 2004, due to an increase in market interest rates.

The Company’s effective income tax rate was 37.0% for the six months ended December 31, 2005 and 2004.

Other Comprehensive Income (Loss):

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

	Six Months Ended December 31,
	2005			2004
Unrealized losses on credit enhancement assets	$	(8,080	)	$	(26,456	)
Unrealized gains on cash flow hedges		9,044			2,642
Unrealized gain on equity investment		44,512
Canadian currency translation adjustment		4,975			9,517
Income tax (provision) benefit		(16,773	)		9,066
	$	33,678		$	(5,231	)

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Credit Enhancement Assets

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

	Six Months Ended December 31,
	2005			2004
Unrealized losses related to changes in credit loss assumptions	$	(4,363	)	$	(17,186	)
Unrealized gains (losses) related to changes in interest rates		495			(745	)
Reclassification of unrealized gains into earnings through accretion		(4,212	)		(8,525	)
	$	(8,080	)	$	(26,456	)

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 increased the cumulative credit loss assumptions used in measuring the fair value of credit enhancement assets to a range of 12.7% to 15.0% as of December 31, 2005, from a range of 12.4% to 14.8% as of June 30, 2005. For the six months ended December 31, 2005, 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 $4.4 million and, for certain trusts, other-than-temporary impairment of $0.5 million. The Company increased 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 12.4% to 14.9% as of June 30, 2004. For the six months ended 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 $17.2 million and, for certain trusts, other-than-temporary impairment of $1.1 million.

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Unrealized gains related to changes in interest rates of $0.5 million for the six months ended December 31, 2005, resulted primarily from an 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. Unrealized losses related to changes in interest rates of $0.7 million for the six months ended 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 accounts due to a decrease in forward interest rate expectations.

Net unrealized gains of $4.2 million and $8.5 million were reclassified into earnings through accretion during the six months ended December 31, 2005 and 2004, respectively.

Cash Flow Hedges

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

	Six Months Ended December 31,
	2005			2004
Unrealized gains (losses) related to changes in fair value	$	11,800		$	(1,444	)
Reclassification of net unrealized (gains) losses into earnings		(2,756	)		4,086
	$	9,044		$	2,642

Unrealized gains (losses) related to changes in fair value for the six months ended December 31, 2005 and 2004, were primarily due to changes in the fair value of interest rate swap agreements that were designated as cash flow hedges for accounting purposes. The fair value of the interest rate swap agreements fluctuates based upon changes in forward interest rate expectations.

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 or other hedged items affect earnings. 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.

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Equity Investment

The Company retained 2,644,242 shares of DealerTrack that had a market value of $20.98 per share at December 31, 2005. This equity investment is classified as available for sale, and changes in its market value are reflected in accumulated comprehensive income. At December 31, 2005, the investment is included in other assets on the consolidated balance sheet and valued at $55.5 million. Included in accumulated other comprehensive income on the consolidated balance sheet is $44.5 million in unrealized gains related to the Company’s investment in DealerTrack at December 31, 2005. Future changes in the market value of the Company’s investment in DealerTrack will be reflected in accumulated other comprehensive income until such time that the investment is sold either in whole or in part.

Canadian Currency Translation Adjustment

Canadian currency translation adjustment gains of $5.0 million and $9.5 million for the six months ended December 31, 2005 and 2004, respectively, were included in other comprehensive income (loss). 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 six months ended December 31, 2005 and 2004. The Company does not anticipate the settlement of intercompany transactions with its Canadian subsidiaries in the foreseeable future.

CREDIT QUALITY

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.

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 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. 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.

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

	December 31, 2005
	Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables, net of fees	$	9,873,603		$	1,125,188	$	10,998,791
Nonaccretable acquisition fees		(204,901	)
Allowance for loan losses		(404,136	)
Receivables, net	$	9,264,566
Number of outstanding contracts		779,997			143,177		923,174
Average carrying amount of outstanding contract (in dollars)	$	12,659		$	7,859	$	11,914
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		6.2	%

	June 30, 2005
	Finance Receivables			Gain on Sale		Total Managed
Principal amount of receivables, net of fees	$	8,838,968		$	2,163,941	$	11,002,909
Nonaccretable acquisition fees		(199,810	)
Allowance for loan losses		(341,408	)
Receivables, net	$	8,297,750
Number of outstanding contracts		692,946			247,634		940,580
Average carrying amount of outstanding contract (in dollars)	$	12,756		$	8,738	$	11,698
Allowance for loan losses and nonaccretable acquisition fees as a percentage of receivables		6.1	%

The allowance for loan losses and nonaccretable acquisition fees increased to $609.0 million, or 6.2% of finance receivables, at December 31, 2005, from $541.2 million, or 6.1% of finance receivables, at June 30, 2005. The allowance for loan losses and nonaccretable acquisition fees increased as a result of higher finance receivables, charges related to Hurricane Katrina and overall higher reserve levels in light of current economic factors.

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Delinquency

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):

	December 31, 2005
	Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts: 31 to 60 days	$	594,053	6.0	%	$	124,463	11.1	%	$	718,516	6.5	%
Greater than 60 days		247,011	2.5			58,843	5.2			305,854	2.8
		841,064	8.5			183,306	16.3			1,024,370	9.3
In repossession		31,436	0.3			6,163	0.5			37,599	0.4
	$	872,500	8.8	%	$	189,469	16.8	%	$	1,061,969	9.7	%

	December 31, 2004
	Finance Receivables				Gain on Sale				Total Managed
	Amount		Percent		Amount		Percent		Amount		Percent
Delinquent contracts: 31 to 60 days	$	380,272	5.0	%	$	354,739	10.2	%	$	735,011	6.6	%
Greater than 60 days		142,918	1.9			141,195	4.0			284,113	2.6
		523,190	6.9			495,934	14.2			1,019,124	9.2
In repossession		17,439	0.2			15,089	0.5			32,528	0.3
	$	540,629	7.1	%	$	511,023	14.7	%	$	1,051,652	9.5	%

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.

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 a result of tightened credit standards as well as the relative lower overall seasoning of such finance receivables. Delinquencies in finance receivables were higher at December 31, 2005, as compared to December 31, 2004, as a result of seasoning of the finance receivables.

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Deferrals

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, except where state law provides for a lesser amount). 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 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 customer base and policies and guidelines of the deferral program, approximately 50% of accounts currently comprising the managed portfolio will receive a deferral at some point in the life of the account.

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. 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:

	Three Months Ended December 31,				Six Months Ended December 31,
	2005		2004		2005		2004
Finance receivables:
(as a percentage of average finance receivables)	6.4	%	5.4	%	6.4	%	5.0	%
Gain on sale receivables:
(as a percentage of average gain on sale receivables)	9.5	%	9.9	%	10.1	%	9.7	%
Total managed portfolio:
(as a percentage of average managed receivables)	6.8	%	6.9	%	7.0	%	6.8	%

The percentage of loans deferred is greater for the Company’s gain on sale receivables as compared to its finance receivables as a result of seasoning of the gain on sale receivables as well as overall improved credit performance on loans originated since February 2003. During the three and six months ended December 31, 2005, contracts receiving a deferral as a quarterly percentage of average managed receivables increased due to the effect of deferrals granted relating to the impact of Hurricane Katrina, which increased the quarterly percentage of deferments granted by 0.7% to 6.8% overall (6.1% excluding Hurricane Katrina related deferments) and by 0.6% to 7.0% overall (6.4% excluding Hurricane Katrina related deferments), respectively.

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

	December 31, 2005
	Finance Receivables		Gain on Sale		Total Managed
Never deferred	79.5	%	25.4	%	74.0	%
Deferred:
1-2 times	17.4		46.2		20.3
3-4 times	3.0		28.2		5.6
Greater than 4 times	0.1		0.2		0.1
Total deferred	20.5		74.6		26.0
Total	100.0	%	100.0	%	100.0	%

	June 30, 2005
	Finance Receivables		Gain on Sale		Total Managed
Never deferred	82.5	%	38.1	%	73.8	%
Deferred:
1-2 times	15.0		42.6		20.4
3-4 times	2.3		19.1		5.6
Greater than 4 times	0.2		0.2		0.2
Total deferred	17.5		61.9		26.2
Total	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.

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Charge-offs

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

	Three Months Ended December 31,						Six Months Ended December 31,
	2005			2004			2005			2004
Finance receivables:
Repossession charge-offs	$	186,617		$	137,384		$	344,314		$	249,193
Less: Recoveries		(89,661	)		(60,632	)		(164,743	)		(111,340	)
Mandatory charge-offs (a)		31,387			17,202			57,945			31,082
Net charge-offs	$	128,343		$	93,954		$	237,516		$	168,935
Gain on sale:
Repossession charge-offs	$	55,332		$	152,537		$	127,716		$	314,905
Less: Recoveries		(22,598	)		(56,203	)		(51,457	)		(116,710	)
Mandatory charge-offs (a)		3,923			7,249			8,380			16,700
Net charge-offs	$	36,657		$	103,583		$	84,639		$	214,895
Total managed:
Repossession charge-offs	$	241,949		$	289,921		$	472,030		$	564,098
Less: Recoveries		(112,259	)		(116,835	)		(216,200	)		(228,050	)
Mandatory charge-offs (a)		35,310			24,451			66,325			47,782
Net charge-offs	$	165,000		$	197,537		$	322,155		$	383,830
Net charge-offs as an annualized percentage of average receivables:
Finance receivables		5.3	%		5.0	%		5.1	%		4.7	%
Gain on sale receivables		10.1	%		10.6	%		9.8	%		9.9	%
Total managed portfolio		5.9	%		7.0	%		5.8	%		6.6	%
Recoveries as a percentage of gross repossession charge-offs:
Finance receivables		48.0	%		44.1	%		47.8	%		44.7	%
Gain on sale receivables		40.8	%		36.8	%		40.3	%		37.1	%
Total managed portfolio		46.4	%		40.3	%		45.8	%		40.4	%

(a) Mandatory charge-offs represent accounts 120 days delinquent that are charged-off in full with no recovery amounts realized at time of charge-off and the change during the period in the aggregate write-down of finance receivables in repossession to the net realizable value of the repossessed vehicle when the repossessed vehicle is legally available for sale.

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 and six months ended December 31, 2005, as compared to the three and six months ended December 31, 2004, resulted primarily from improved credit performance on loans originated since February 2003 combined with an overall improvement in recovery rates.

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LIQUIDITY AND CAPITAL RESOURCES

General

The Company’s primary sources of cash 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 purchases of finance receivables, repayment of warehouse credit facilities and securitization notes payable, funding credit enhancement requirements for securitization transactions, operating expenses, income taxes and stock repurchases.

The Company used cash of $3,146.6 million and $2,401.6 million for the purchase of finance receivables during the six months ended December 31, 2005 and 2004, respectively. These purchases were funded initially utilizing cash and warehouse credit facilities and subsequently through long-term financing in securitization transactions.

Warehouse Credit Facilities

In the normal course of business, in addition to using its available cash, the Company pledges receivables and borrows under its warehouse credit facilities to fund its operations and repays these borrowings as appropriate under its cash management strategy.

As of December 31, 2005, warehouse credit facilities consisted of the following (in millions):

Facility Type	Maturity	Facility Amount		Advances Outstanding
Commercial paper	November 2008 (a) (b)	$	1,950.0
Medium term note	October 2007 (a) (c)		650.0	$	650.0
Repurchase facility	August 2006 (a)		500.0		285.6
Near prime facility	July 2006 (a)		400.0		297.3
		$	3,500.0	$	1,232.9

(a) At the maturity date, the outstanding debt balance can either be repaid in full or over time based on the amortization of receivables pledged.

(b) $150.0 million of this facility matures in November 2006, and the remaining $1,800.0 million matures in November 2008.

(c) This facility is a revolving facility through the date stated above. During the revolving period, the Company has the ability to substitute receivables for cash, or vice versa.

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 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 December 31, 2005, the Company’s warehouse credit facilities were in compliance with all covenants. Subsequent to December 31, 2005, the Company received waivers for the violation of certain performance covenants related to one of its warehouse credit facilities with approximately $170 million of borrowing capacity available at January 31, 2006.

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Securitizations

The Company has completed 51 securitization transactions through December 31, 2005. The proceeds from the transactions were primarily used to repay borrowings outstanding under the Company’s warehouse credit facilities.

A summary of the active transactions^(a) is as follows (in millions):

Transaction	Date	Original Amount		Balance at December 31, 2005
Gain on sale:
2001-D	October 2001	$	1,800.0	$	171.8
2002-A	February 2002		1,600.0		194.4
2002-1	April 2002		990.0		101.3
2002-B	June 2002		1,200.0		172.4
2002-C	August 2002		1,300.0		211.0
2002-D	September 2002		600.0		106.7
Total gain on sale transactions			7,490.0		957.6
Secured financing:
2002-E-M	October 2002		1,700.0		353.7
C2002-1 Canada (b)	November 2002		137.0		12.8
2003-A-M	April 2003		1,000.0		241.0
2003-B-X	May 2003		825.0		214.6
2003-C-F	September 2003		915.0		254.5
2003-D-M	October 2003		1,200.0		392.2
2004-A-F	February 2004		750.0		266.8
2004-B-M	April 2004		900.0		361.5
2004-1	June 2004		575.0		257.4
2004-C-A	August 2004		800.0		437.6
2004-D-F	November 2004		750.0		456.5
2005-A-X	February 2005		900.0		600.8
2005-1	April 2005		750.0		552.1
2005-B-M	June 2005		1,350.0		1,089.0
2005-C-F	August 2005		1,100.0		1,000.3
2005-D-A	November 2005		1,400.0		1,384.8
Total secured financing transactions			15,052.0		7,875.6
Total active securitizations		$	22,542.0	$	8,833.2

(a) Transactions originally totaling $18,524.5 million have been paid off as of December 31, 2005.

(b) Balance at December 31, 2005, reflects fluctuations in foreign currency translation rates and principal paydowns. Amounts do not include $25.7 million of asset-backed securities issued and retained by the Company.

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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. Accordingly, following a securitization, the finance receivables are transferred to a securitization Trust, which is a special purpose finance subsidiary of AmeriCredit Corp. The related securitization notes payable issued by these Trusts remain on the Company’s consolidated balance sheets. While these Trusts are included in the Company’s consolidated financial statements, these Trusts are separate legal entities; thus the finance receivables and other assets held by these Trusts are legally owned by these Trusts, are available to satisfy the related securitization notes payable and are not available to creditors of AmeriCredit Corp. or its other subsidiaries. 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 and may include 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 provide initial credit enhancement requirements 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.

The Company’s most recent securitization transaction completed in November 2005 covered by a financial guaranty insurance policy required an initial cash deposit and overcollateralization level of 9.5% of the original receivable pool balance; and target credit enhancement levels must reach 15.0% of the receivable pool balance before cash is distributed to the Company. Under this

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structure, the Company typically expects to begin to receive cash distributions approximately six to nine months after receivables are securitized. Securitization transactions covered by financial guaranty insurance policies completed since the beginning of calendar year 2003 and until the most recent transaction had initial cash deposits and overcollateralization levels between 9.5% and 12.0% and contained target credit enhancement levels of 15.5% to 18.5%. Increases or decreases to the credit enhancement level on future securitization transactions will depend on the net interest margin, credit performance trends of the Company’s finance receivables, the Company’s financial condition and the economic environment.

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

	Six Months Ended December 31,
	2005		2004
Initial credit enhancement deposits:
Secured financing Trusts:
Restricted cash	$	54.1	$	33.7
Overcollateralization		202.7		135.1
Distributions from Trusts, net of swap payments:
Gain on sale Trusts		253.7		199.1
Secured financing Trusts		296.2		275.0

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 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 was 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 an FSA Program securitization that had already met its own credit enhancement requirement could be used to fund target credit enhancement requirements with respect to FSA Program securitizations in which specified portfolio performance ratios had 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 any of these securitization Trusts, excess cash flows from other transactions insured by the same insurance provider would be used to satisfy the shortfall amount. In one of

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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 credit enhancement requirements.

As of December 31, 2005, the Company had exceeded its targeted cumulative net loss triggers in the five remaining FSA Program securitizations. FSA has not waived the trigger violation with respect to four of these securitizations, and accordingly, cash of approximately $40.6 million generated by FSA Program securitizations otherwise distributable to the Company was used to fund increased credit enhancement levels for the securitizations that breached their cumulative net loss triggers. The higher targeted credit enhancement levels have been reached and maintained in each of these four FSA Program securitizations. In one FSA Program securitization in which the cumulative net loss trigger was previously breached, FSA has granted waivers through January 2006. However, the Company cannot guarantee that FSA will continue to grant a waiver; if a waiver had not been granted, the credit enhancement level for such securitization would have increased by $9.0 million as of January 31, 2006. The impact of any delay in the amount of cash to be released to the Company during fiscal 2006 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

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under a policy, or (iv) certain bankruptcy or insolvency events were to occur. As of December 31, 2005, no such termination events have occurred with respect to any of the Trusts formed by the Company.

Stock Repurchases

On October 25, 2005, the Company announced the approval of another stock repurchase plan by its Board of Directors. The new stock repurchase plan authorizes the Company to repurchase up to $300.0 million of its common stock in the open market or in privately negotiated transactions based on market conditions. The cumulative amount of the stock repurchase plans authorized by the Board of Directors since April 2004 is $1,000.0 million. As of January 31, 2006, the Company has remaining authorization to repurchase $183.2 million of its common stock.

During the six months ended December 31, 2005 and 2004, the Company repurchased 16,455,774 shares of its common stock at an average cost of $24.24 per share and 7,286,877 shares of its common stock at an average cost of $19.78 per share, respectively. During January 2006, the Company repurchased an additional 898,500 shares of its common stock at an average cost of $25.73 per share.

Operating Plan

The Company believes that it has sufficient liquidity to achieve its growth strategies. As of December 31, 2005, the Company had unrestricted cash balances of $586.1 million. Assuming that origination volume ranges from $5.8 billion to $6.2 billion during the next twelve months and the initial credit enhancement requirement for the Company’s securitization transactions remains at 9.5% (the level for the most recent securitization completed in November 2005), the Company would require $551.0 million to $589.0 million in cash or liquidity to fund initial credit enhancement over that period. The Company expects that cash distributions from its 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.

OFF-BALANCE SHEET ARRANGEMENTS

Prior to October 1, 2002, the Company structured its securitization transactions to meet the accounting criteria for sales of finance receivables.

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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 – Securitizations” for a detailed discussion of the Company’s securitization transactions.

INTEREST RATE RISK

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.

Warehouse Credit Facilities

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 subsidiaries are included in other assets and the fair value of the interest rate cap agreement sold by the Company is included in other liabilities on the Company’s consolidated balance sheets.

In January 2005, the Company entered into interest rate swap agreements to hedge the variability in interest payments on its medium term note facility caused by fluctuations in the benchmark interest rate. These interest rate swap agreements are designated and qualify as cash flow hedges. The fair values of the interest rate swap agreements are included in other assets on the consolidated balance sheets.

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Securitizations

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 securities issued by its securitization Trusts to a fixed rate, thereby 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. 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 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 rate cap agreements sold by the Company are included in other

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liabilities on the Company’s consolidated balance sheets. Changes in the fair value of the interest rate cap agreements purchased and 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.

FORWARD LOOKING STATEMENTS

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/A for the year ended June 30, 2005. It is advisable not to place undue reliance on the Company’s forward-looking statements. Additional risks include risks relating to acquisitions, including that of BVAC. 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.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports it files under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. Such controls include those designed to ensure that information for disclosure is communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

In connection with the restatement of the Company’s Consolidated Statements of Cash Flows described in Note 2 to the consolidated financial statements, and as a result of the material weakness described below, they have concluded that the Company’s disclosure controls and procedures are not effective as of December 31, 2005.

Material Weakness In Internal Control Over Financial Reporting

A material weakness is a control deficiency or a combination of control deficiencies that result in a more than remote likelihood that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected.

As of December 31, 2005, the Company did not maintain effective controls over the classification of cash flows received from retained interests classified as available for sale securities in its consolidated statements of cash flows. Specifically, the Company did not correctly interpret Statement of Financial Accounting Standards No. 102, “Statement of Cash Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale,” paragraph 8, and cash flows received from retained interests classified as available for sale securities were presented as operating cash flows instead of investing cash flows on the consolidated statements of cash flows. This control deficiency resulted in the restatement of the consolidated statements of cash flows for the years ended June 30, 2005, 2004 and 2003, and the three months ended September 30, 2005. Accordingly, management determined that this control deficiency constitutes a material weakness.

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As of the current date of this filing, the Company has fully remediated this material weakness. The Company will monitor all new pronouncements related to the Statement of Cash Flows as well as continue to diligently review all cash flow pronouncements related to classification of items on the cash flow statement.

Internal Control Over Financial Reporting

There were no changes made in the Company’s internal control over financial reporting during the three months ended December 31, 2005, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Limitations Inherent in all Controls

The Company’s management, including the CEO and CFO, recognize that the disclosure controls and internal controls (discussed above) cannot prevent all errors or all attempts at fraud. Any controls system, no matter how well crafted and operated, can only provide reasonable, and not absolute, assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected.

Part II. OTHER INFORMATION

Item 1. 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.

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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 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 plaintiff also 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.

On September 30, 2005, the Court issued an Order that the Company’s and the individual defendants motion to dismiss should be partially granted and partially denied and that the plaintiff should be given one final opportunity to re-plead the complaint 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 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Pursuant to the Court’s Order, on October 28, 2005, the plaintiff filed a second amended consolidated complaint concerning the Securities Act of 1933 claims. The Company has filed a motion to dismiss this second amended complaint.

The Company believes that the claims alleged in the Pierce lawsuit 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-

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referenced consolidated class action. A special litigation committee (“SLC”) of the Board of Directors was 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.

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

During the three months ended December 31, 2005, the Company repurchased shares as follows (dollars in thousands, except per share amounts):

Date	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar of Shares That May Yet Be Purchased Under the Plans or Programs
October 2005 (a)(b)	1,131,131	$	23.16	1,131,131	$	374,954
November 2005 (b)	5,881,812	$	22.81	5,881,812	$	240,809
December 2005 (b)	1,365,700	$	25.24	1,365,700	$	206,332

(a) On January 25, 2005, the Company announced the approval of a stock repurchase plan by its Board of Directors which 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.

(b) On October 25, 2005, the Company announced the approval of a stock repurchase plan by its Board of Directors which authorized the Company to repurchase up to $300.0 million of its common stock in the open market or in privately negotiated transactions, based on market conditions.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

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

The Annual Meeting of Shareholders was held on November 2, 2005.

The following proposals were adopted by the margins indicated:

1. Election of two directors to terms of office expiring at the Annual Meeting of Shareholders in 2008, or until their successors are elected and qualified.

Nominees for Terms Expiring in 2008	For	Withheld
Clifton H. Morris, Jr.	122,321,146	8,080,261
John R. Clay	128,711,042	1,690,365

The directors who are continuing to hold office are Daniel E. Berce, A. R. Dike, James H. Greer, Douglas K. Higgins and Kenneth H. Jones, Jr.

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2. Approval of the proposal to amend and approve the Second Amended and Restated 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp.

For	Against	Withheld	Broker Non-Votes
105,137,709	4,750,673	248,233	20,264,792

3. Ratification of the appointment of independent auditors for fiscal year ending June 30, 2006.

For	Against	Withheld
129,084,952	1,282,851	33,603

Item 5. OTHER INFORMATION

Not Applicable

Item 6. EXHIBITS

4.2.2	(@)	Amendment No. 2 to Rights Agreement, dated January 24, 2006, between the Company and Mellon Investor Services LLC formerly known as ChaseMellon Shareholders Services, LLC
10.9.4	(1)	Amendment No. 2 to the 1995 Omnibus Stock and Incentive Plan for AmeriCredit Corp. (Exhibit 99.2)
10.9.5	(1)	Amendment No. 1 to the 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 99.3)
10.9.6	(1)	Amendment No. 1 to the 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 99.4)
10.11.3	(1)	Amendment No. 3 to the 1998 Limited Stock Option Plan for AmeriCredit Corp. (Exhibit 99.1)
10.19.5	(2)	Amendment dated November 2, 2005 to certain Second Amended and Restated Note Purchase Agreements (Exhibit 99.1)
10.19.6	(2)	Supplement No. 4 to the Second Amended and Restated Indenture, dated November 2, 2005, among AmeriCredit Master Trust, as Issuer, JPMorgan Chase Bank, National Association as successor in interests to JPMorgan Chase Bank as successor in interests to Bank One, NA, as Trustee and Trust Collateral Agent, and Deutsche Bank Trust Company Americas, as Administrative Agent; Amendment No. 2 to the Second Amended and Restated Custodian Agreement, dated November 2, 2005, among AmeriCredit Financial Services, Inc., as Custodian, Deutsche Bank Trust Company Americas, as Administrative Agent, and JPMorgan Chase Bank, National Association as successor in interests to JPMorgan Chase Bank as successor in interests to Bank One, NA, as Trust Collateral Agent; and Amendment No. 2 to Annex A to the Second Amended and Restated Indenture and the Second Amended and Restated Sale and Servicing Agreement (Exhibit 99.2)
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

(1) Filed as an exhibit to the Current Report on Form 8-K, filed by the Company with the Securities and Exchange Commission on December 16, 2005.

(2) Filed as an exhibit to the Current Report on Form 8-K, filed by the Company with the Securities and Exchange Commission on November 4, 2005.

(@) Filed herewith.

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SIGNATURE

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.

		AmeriCredit Corp.
		(Registrant)
Date: February 9, 2006	By:	/s/    Chris A. Choate
		(Signature) Chris A. Choate Executive Vice President, Chief Financial Officer and Treasurer

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