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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended December 31, 2002

OR

For the transition period from              to             

Commission file number 1-10667

AmeriCredit Corp.

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices, including Zip Code)

(817) 302-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes    x         No    ¨

There were 154,705,177 shares of common stock, $0.01 par value outstanding as of January 31, 2003.

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AMERICREDIT CORP.

INDEX TO FORM 10-Q

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Part I.    FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

AMERICREDIT CORP.

Consolidated Balance Sheets

(Unaudited, Dollars in Thousands)

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

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AMERICREDIT CORP.

Consolidated Statements of Operations and Comprehensive Operations

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

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

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AMERICREDIT CORP.

Consolidated Statements of Cash Flows

(Unaudited, Dollars in Thousands)

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 — BASIS OF PRESENTATION

The consolidated financial statements include the accounts of AmeriCredit Corp. and its wholly-owned subsidiaries (the “Company”). All significant intercompany accounts have been eliminated in consolidation.

The consolidated financial statements as of December 31, 2002, and for the six months ended December 31, 2002 and 2001, are unaudited, but in management’s opinion include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for such interim periods. Certain prior year amounts, including initial deposits to credit enhancement assets as well as purchases, sales, and principal collections and recoveries on receivables held for sale on the consolidated statements of cash flows, have been reclassified to conform to the current period presentation. The results for interim periods are not necessarily indicative of results for a full year.

The interim period financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). These interim period financial statements should be read in conjunction with the Company’s consolidated financial statements that are included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2002.

NOTE 2 — LIQUIDITY

With respect to the Company’s securitization transactions covered by a financial guaranty policy, agreements with the insurers provide that if delinquency, default or net loss ratios in a Trust’s pool of receivables exceed certain targets, the specified credit enhancement levels would be increased. If a targeted ratio was exceeded in any Financial Security Assurance, Inc. (“FSA”) insured securitization and a waiver was not granted by FSA, excess cash flows from all of the Company’s FSA insured securitizations could be used by the insurer to increase credit enhancement for the securitization in which a ratio was exceeded to higher specified levels rather than being distributed to the Company. If a targeted ratio was exceeded for an extended period of time in larger or multiple securitizations requiring a greater amount of additional credit enhancement, there would be a material adverse effect on the Company’s liquidity.

The Company believes that it is probable that net loss ratios on certain of its FSA insured securitization Trusts will exceed targeted levels during the March and June 2003 quarters.

As a result of expected seasonal increases in delinquency levels through February 2003 and the prospects for continued economic weakness, the Company believed it was likely that the initially targeted delinquency ratios would have been exceeded in certain of its FSA insured securitizations. Therefore, in September 2002, FSA agreed to revise the targeted delinquency ratios through and including the March 2003 distribution date. As of December 31, 2002,

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none of the Company’s securitizations had delinquency ratios in excess of the revised targeted levels. The Company anticipates that expected seasonal improvements in delinquency levels after February 2003 should result in the ratios being reduced below applicable initially targeted levels. However, if expected seasonal improvements do not materialize or if there is continued instability or further deterioration in the economy, initially targeted delinquency levels could be exceeded in certain FSA insured securitization Trusts.

The Company does not expect waivers to be granted if targeted net loss or delinquency levels are exceeded and estimates that $100.0 million to $150.0 million of cash otherwise distributable by the Trusts during the remainder of the fiscal year will be used to increase credit enhancement for FSA rather than being released to the Company.

The Company’s warehouse credit facilities contain various default covenants requiring certain minimum financial ratios and cumulative net loss, delinquency and repossession ratios. As of December 31, 2002, none of the Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels. Additionally, the Company’s funding agreements that mature in August, September and November 2003 contain default covenants requiring minimum credit ratings from Standard & Poor’s Rating Services and Moody’s Investors Service. In the event of a one-notch downgrade from the Company’s current credit ratings, the Company would not have access to funds provided by these warehouse credit facilities.

Within the next twelve months, $1,789.1 million of the Company’s warehouse credit facilities are up for renewal. In order to realign the Company’s warehouse capacity with lower future loan origination volume, the Company anticipates that certain warehouse facilities will not be renewed. In addition, the Company may negotiate with its credit providers to modify the terms of other facilities that could result in release of some of its existing warehouse capacity. However, the Company believes the capacity available under the remaining warehouse credit facilities will be sufficient to meet the Company’s warehouse funding needs for calendar 2003.

The financing arrangement for one of the Company’s loan servicing centers is structured as a synthetic lease such that the Company is considered to lease the property for accounting purposes but is considered to own the property, subject to the indebtedness incurred to acquire and construct the property, for federal income tax and other purposes. This arrangement provides for rental payments to be made through the amended termination date in February 2003, at which time the Company will be required to purchase the property from the lessor for a purchase price equal to the amount of the outstanding debt. As of December 31, 2002, the amount of net outstanding debt under this lease financing arrangement was $29.4 million. The Company is currently negotiating a sale-leaseback agreement to refinance the obligation due upon the termination of the synthetic lease. If the Company does not execute the

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sale-leaseback agreement, it will be required to repay the outstanding debt to acquire the loan servicing center.

In January 2003, Standard & Poor’s Rating Services, Fitch Ratings and Moody’s Investors Service downgraded the Company’s credit rating to ‘B+’, ‘B+’ and ‘B1’, respectively. These downgrades resulted in additional postings of $22.5 million to a restricted cash account for the Company’s derivative collateral lines.

On February 12, 2003, the Company announced an operating plan in an effort to preserve and strengthen its capital and liquidity position. The plan includes a decrease in loan origination volume to approximately $750.0 million per quarter by June 2003 and a reduction of operating expenses through downsizing its workforce and consolidating its branch office network. A restructuring charge of $40.0 million to $50.0 million is expected to be incurred in the March 2003 quarter in connection with the plan. Subject to continued access to the securitization markets, the Company believes that it has sufficient liquidity to operate under its new plan through calendar 2003.

The Company believes that it will continue to require the execution of securitization transactions in order to operate under its new plan in calendar 2003. In addition, the Company believes that it must utilize a securitization structure involving the purchase of a financial guaranty insurance policy in order to execute a transaction based on current market conditions. FSA has indicated to the Company that it is unlikely to provide insurance for the Company’s securitizations for the first half of calendar 2003. Accordingly, the Company must seek to purchase financial guaranty insurance policies from other providers. The Company also anticipates that required credit enhancement levels will increase on its future securitization transactions, requiring the use of additional liquidity to support the Company’s securitization program. 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, it would not have sufficient funds to meet its liquidity needs and, in such event, the Company would be required to further revise the scale of its business, including possible discontinuation of loan origination activities, which would have a material adverse affect on the Company’s ability to achieve its business and financial objectives.

NOTE 3 — SECURITIZATIONS

Prior to October 1, 2002, the Company structured its securitization transactions to meet the criteria for sales of finance receivables under GAAP and, accordingly, recorded a gain on sale of receivables when it sold auto receivables in a securitization transaction.

The Company has changed the structure of its securitization transactions, beginning with transactions closed subsequent to September 30, 2002, to no longer meet the criteria for sale of finance receivables. Accordingly, following a securitization, the finance receivables and the related securitization notes payable remain on the consolidated balance sheet. The Company recognizes finance charge and fee income on the receivables and

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interest expense on the securities issued in the securitization transaction, and records a provision for loan losses to cover probable loan losses on the receivables. This change has significantly impacted the Company’s December 2002 results of operations compared to its historical results because there is no gain on sale of receivables in the quarter ended December 31, 2002.

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

The Company retains an interest in the receivables sold in the form of credit enhancement assets. The Company also retains servicing responsibilities for receivables transferred to the Trusts. The Company earns a monthly base servicing fee of 2.25% per annum on the outstanding principal balance of its domestic serviced receivables and supplemental fees (such as late charges) for servicing the receivables sold. The Company believes that servicing fees received on its domestic securitization pools would fairly compensate a substitute servicer should one be required, and, accordingly, the Company records neither a servicing asset nor a servicing liability. The Company recorded a servicing liability related to the servicing of its Canadian securitization pool because it does not receive a monthly servicing fee for its servicing obligations. The servicing liability is included in accrued taxes and expenses on the Company’s consolidated balance sheet. As of December 31 and June 30, 2002, the Company was servicing $14,191.3 million and $12,500.7 million, respectively, of finance receivables that have been transferred to the Trusts.

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NOTE 4 — FINANCE RECEIVABLES

Finance receivables consist of the following (in thousands):

Because of the Company’s decision to change the structure of its securitization transactions to no longer meet the criteria for sales of finance receivables (see Note 3), finance receivables are carried at amortized cost at December 31, 2002. At June 30, 2002, finance receivables were classified as held for sale and carried at the lower of cost or fair value.

Provisions for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at a level considered adequate to cover probable credit losses on finance receivables. The Company reviews charge-off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends, such as unemployment rates, and other information in order to make the necessary judgments as to probable credit losses on finance receivables. Receivables are charged-off to the allowance for loan losses when the Company repossesses and disposes of the collateral or the account is otherwise deemed uncollectable.

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

NOTE 5 — CREDIT ENHANCEMENT ASSETS

The investors in and insurers of the asset-backed securities sold by the Trusts have no recourse to the Company’s assets other than the credit enhancement assets. The credit enhancement assets are subordinate to the

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interests of the investors in and insurers of the Trusts, and the value of such assets is subject to the credit risks related to the receivables sold to the Trusts. Credit enhancement assets would be drawn down to cover monthly principal and interest payments to the investors and administrative fees in the event that cash generated from the securitization Trusts was not sufficient to cover these payments.

Credit enhancement assets consist of the following (in thousands):

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

At the time of securitization of finance receivables, the Company is required to pledge assets equal to a specified percentage of the securitization pool to support the securitization transaction. Typically, the assets pledged consist of cash deposited to a restricted account and additional receivables delivered to the Trust, which create overcollateralization. These assets represent initial deposits to credit enhancement assets. If the securitization is

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accounted for as a sale of receivables, a non-cash gain on sale of receivables is recognized consisting of interest-only receivables from Trusts net of the present value discount related to the assets pledged as initial deposits to credit enhancement assets. The interest-only receivables from Trusts represent the present value of the estimated excess cash flows expected to be received by the Company over the life of the securitization.

The securitization transactions require the percentage of assets pledged to support the transaction to increase until a specified level is attained. Excess cash flows generated by the Trusts are added to the restricted cash account or used to pay down outstanding debt in the Trusts, creating overcollateralization until the required percentage level of assets has been reached. Collections of excess cash flows reduce the interest-only receivables from Trusts, and are retained by the Trust to increase restricted cash or investments in Trust receivables. Once the targeted percentage level of assets is reached, additional excess cash flows generated by the Trusts are released to the Company as distributions from Trusts. The required percentage level of assets will increase if targeted delinquency and net loss ratios are exceeded (see Note 2). Additionally, as the balance of the securitization pool declines, the amount of pledged assets needed to maintain the required percentage level is reduced.

Accretion of present value discount represents accretion of the excess of the estimated future distributions from Trusts over the book value of the credit enhancement assets using the interest method over the expected life of the securitization; the accretion of present value discount is included in servicing fee income. The Company does not accrete the present value discount in a period when such accretion would cause an other-than-temporary impairment in a securitization pool.

Unrealized gains generally represent changes in the fair value of credit enhancement assets as a result of favorable differences between actual securitization pool performance and the original assumptions for such performance or changes in those assumptions as to future securitization pool performance. An other-than-temporary impairment results when the present value of anticipated cash flows is below the carrying value of the credit enhancement assets.

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

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

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

Subsequent to September 30, 2002, the Company’s securitization transactions were structured as secured financings. Cash pledged to support the securitization transaction is deposited to a restricted account and recorded on the Company’s consolidated balance sheet as restricted cash – securitization notes payable. Additionally, investments in Trust receivables, or overcollateralization, is calculated as the difference between finance receivables securitized and securitization notes payable. Under the secured financing securitization structure, interest-only receivables from Trusts are

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not reflected as an asset but will be recognized through earnings in future periods.

NOTE 6 — WAREHOUSE CREDIT FACILITIES

As of December 31, 2002, warehouse credit facilities consist of the following (in millions):

The Company’s warehouse credit facilities are administered by agents on behalf of institutionally managed commercial paper or medium term note conduits. Under these funding agreements, the Company transfers finance receivables to special purpose finance subsidiaries of the Company. These subsidiaries, in turn, issue notes to the agents, collateralized by such finance receivables and cash. The agents provide funding under the notes to the subsidiaries pursuant to an advance formula, and the subsidiaries forward the funds to the Company in consideration for the transfer of auto receivables. While these subsidiaries are included in the Company’s consolidated financial statements, these subsidiaries are separate legal entities and the finance receivables and other assets held by these subsidiaries are legally owned by these subsidiaries and are not available to creditors of AmeriCredit Corp. or its other subsidiaries. Advances under the funding agreements bear interest at commercial paper, London Interbank Offered Rates (“LIBOR”) or prime rates plus specified fees depending upon the source of funds provided by the agents. The funding agreements contain various covenants requiring certain minimum financial ratios and cumulative net

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loss, delinquency and repossession ratios. As of December 31, 2002, none of the Company’s warehouse credit facilities had financial ratios or performance ratios in excess of the targeted levels. In addition, the Company’s funding agreements that mature in August, September and November 2003 contain default covenants requiring minimum credit ratings from Standard & Poor’s Rating Services and Moody’s Investors Service. In the event of a one-notch downgrade from the Company’s current credit ratings, the Company would not have access to funds provided by these warehouse credit facilities. The Company is also required to hold certain funds in restricted cash accounts to provide additional collateral for borrowings under the facilities. As of December 31 and June 30, 2002, these restricted cash accounts totaled $267.4 million and $29.4 million, respectively.

NOTE 7 — SECURITIZATION NOTES PAYABLE

The Company has changed the structure of its securitization transactions to no longer meet the criteria for sale of finance receivables. Accordingly, following a securitization, the finance receivables and related securitization notes payable remain on the consolidated balance sheet.

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

NOTE 8 — SENIOR NOTES

In July 2002, the Company used a portion of the proceeds from the issuance of $175.0 million 9.25% senior notes due in May 2009 to redeem the remaining $39.6 million 9.25% senior notes due in May 2004.

NOTE 9 — COMMON STOCK

On October 1, 2002, the Company completed a secondary offering of 67,000,000 shares of common stock at a price of $7.50 per share. On November 13, 2002, an additional 1,500,000 shares were issued to cover over-allotments. The net proceeds of the secondary offering were approximately $481.0 million. The Company intends to use the proceeds from the secondary offering for initial credit enhancement deposits in securitization transactions as well as for other working capital needs and general corporate purposes.

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NOTE 10 — WARRANTS

Agreements with FSA, an insurer of certain of the Company’s securitization transactions, provide for an increase in credit enhancement requirements when specified delinquency ratios or other portfolio performance measures are exceeded. In September 2002, the Company entered into an agreement with FSA to raise the specified delinquency levels through and including the March 2003 distribution date. In consideration for this agreement, the Company issued to FSA five-year warrants to purchase 1,287,691 shares of the Company’s common stock at $9.00 per share. The Company recorded interest expense of $6.6 million related to this agreement.

NOTE 11 — SUPPLEMENTAL CASH FLOW INFORMATION

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

During the six months ended December 31, 2002 and 2001, the Company entered into capital lease agreements for property and equipment of $11.2 million and $18.5 million, respectively.

NOTE 12 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As of December 31 and June 30, 2002, the Company had interest rate swap agreements with underlying notional amounts of $2,173.0 million and $1,595.7 million, respectively. These agreements had unrealized losses of approximately $81.5 million and $66.9 million as of December 31 and June 30, 2002, respectively. The ineffectiveness related to the interest rate swap agreements was not material for the three and six month periods ended December 31, 2002. The Company estimates approximately $42.0 million of unrealized losses included in other comprehensive income will be reclassified into earnings within the next twelve months. Under the terms of its derivative financial instruments, the Company is required to pledge certain funds to be held in restricted cash accounts if the market value of the derivative financial instruments exceeds an agreed upon amount. As of December 31 and June 30, 2002, these restricted cash accounts totaled $56.5 million and are included in other assets on the consolidated balance sheets.

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NOTE 13 — 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 amounts):