UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2008

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

For the transition period from                      to                     

CREDIT ACCEPTANCE CORPORATION

(Exact name of registrant as specified in its charter)

MICHIGAN (State or other jurisdiction of incorporation or organization)		38-1999511 (IRS Employer Identification)

25505 WEST TWELVE MILE ROAD SOUTHFIELD, MICHIGAN		48034-8339
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 248-353-2700

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.

The number of shares of Common Stock, par value $0.01, outstanding on October 30, 2008 was 30,570,755.

 

 

TABLE OF CONTENTS

PART I. — FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Income Statements – Three and nine months ended September 30, 2008 and 2007			1
Consolidated Balance Sheets – As of September 30, 2008 and December 31, 2007			2
Consolidated Statements of Cash Flows – Nine months ended September 30, 2008 and 2007			3
Notes to Consolidated Financial Statements			4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			35
ITEM 4. CONTROLS AND PROCEDURES			35
PART II. — OTHER INFORMATION
ITEM 6. EXHIBITS			36
SIGNATURES			37
INDEX OF EXHIBITS			38
EX-4.F.115
EX-4.F.116
EX-4.F.117
EX-31.A
EX-31.B
EX-32.A
EX-32.B

PART I. — FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
(Dollars in thousands, except per share data)
Revenue:
Finance charges		$	75,617			$	56,743			$	210,119			$	162,240
Other income			4,490				4,315				15,771				14,455
Total revenue			80,107				61,058				225,890				176,695
Costs and expenses:
Salaries and wages			16,766				13,620				51,205				38,573
General and administrative			6,975				7,266				20,726				20,542
Sales and marketing			4,088				3,835				13,272				12,451
Provision for credit losses			8,383				5,931				31,792				13,602
Interest			10,954				9,030				31,702				26,781
Other expense			2				16				59				74
Total costs and expenses			47,168				39,698				148,756				112,023
Operating income			32,939				21,360				77,134				64,672
Foreign currency (loss) gain			(2	)			26				(15	)			64
Income from continuing operations before provision for income taxes			32,937				21,386				77,119				64,736
Provision for income taxes			12,606				7,917				28,828				23,387
Income from continuing operations			20,331				13,469				48,291				41,349
Discontinued operations
Gain (loss) from discontinued United Kingdom operations			504				(9	)			548				(280	)
Provision (credit) for income taxes			178				(1,282	)			218				(1,363	)
Gain from discontinued operations			326				1,273				330				1,083
Net income		$	20,657			$	14,742			$	48,621			$	42,432
Net income per common share:
Basic		$	0.68			$	0.49			$	1.61			$	1.41
Diluted		$	0.67			$	0.47			$	1.57			$	1.36
Income from continuing operations per common share:
Basic		$	0.67			$	0.45			$	1.60			$	1.38
Diluted		$	0.66			$	0.43			$	1.56			$	1.32
Gain from discontinued operations per common share:
Basic		$	0.01			$	0.04			$	0.01			$	0.04
Diluted		$	0.01			$	0.04			$	0.01			$	0.03
Weighted average shares outstanding:
Basic			30,310,053				30,015,048				30,223,586				30,069,639
Diluted			31,024,455				31,139,612				30,994,466				31,228,893

See accompanying notes to consolidated financial statements.

CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED BALANCE SHEETS

		As of
		September 30,				December 31,
		2008				2007
		(Unaudited)
(Dollars in thousands, except per share data)
ASSETS:
Cash and cash equivalents		$	934			$	712
Restricted cash and cash equivalents			82,993				74,102
Restricted securities available for sale			3,933				3,290
Loans receivable (including $16,067 and $16,125 from affiliates as of September 30, 2008 and December 31, 2007, respectively)			1,155,591				944,698
Allowance for credit losses			(119,184	)			(134,145	)
Loans receivable, net			1,036,407				810,553
Property and equipment, net			21,550				20,124
Income taxes receivable			10,012				20,712
Other assets			14,527				12,689
Total Assets		$	1,170,356			$	942,182
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Liabilities:
Accounts payable and accrued liabilities		$	79,845			$	79,834
Line of credit			82,900				36,300
Secured financing			602,429				488,065
Mortgage note and capital lease obligations			6,608				7,765
Deferred income taxes, net			78,848				64,768
Total Liabilities			850,630				676,732
Shareholders’ Equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued			—				—
Common stock, $.01 par value, 80,000,000 shares authorized, 30,570,110 and 30,240,859 shares issued and outstanding as of September 30, 2008 and December 31, 2007, respectively			306				302
Paid-in capital			9,983				4,134
Retained earnings			309,622				261,001
Accumulated other comprehensive (loss) income, net of tax of $105 and $(7) at September 30, 2008 and December 31, 2007, respectively			(185	)			13
Total Shareholders’ Equity			319,726				265,450
Total Liabilities and Shareholders’ Equity		$	1,170,356			$	942,182

See accompanying notes to consolidated financial statements.

CREDIT ACCEPTANCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		Nine Months Ended
		September 30,
		2008				2007
(Dollars in thousands)
Cash Flows From Operating Activities:
Net income		$	48,621			$	42,432
Adjustments to reconcile cash provided by operating activities:
Provision for credit losses			31,792				13,602
Depreciation			3,969				2,998
Loss on retirement of property and equipment			—				170
Provision for deferred income taxes			14,192				5,728
Stock-based compensation			2,827				2,340
Change in operating assets and liabilities:
(Decrease) increase in accounts payable and accrued liabilities			(250	)			2,338
Decrease (increase) in income taxes receivable			10,700				(150	)
(Increase) decrease in other assets			(1,838	)			2,811
Net cash provided by operating activities			110,013				72,269
Cash Flows From Investing Activities:
Increase in restricted cash and cash equivalents			(8,891	)			(18,909	)
Purchases of restricted securities available for sale			(1,514	)			(550	)
Proceeds from sale of restricted securities available for sale			271				—
Maturities of restricted securities available for sale			551				652
Principal collected on Loans receivable			466,122				446,419
Advances to dealers and accelerated payments of dealer holdback			(430,423	)			(453,413	)
Purchases of Consumer Loans			(246,971	)			(81,395	)
Payments of dealer holdback			(46,482	)			(55,610	)
Net decrease in other receivables			23				290
Purchases of property and equipment			(5,395	)			(5,678	)
Net cash used in investing activities			(272,709	)			(168,194	)
Cash Flows From Financing Activities:
Borrowings under line of credit			573,900				470,900
Repayments under line of credit			(527,300	)			(472,000	)
Proceeds from secured financing			453,700				433,000
Repayments of secured financing			(339,336	)			(332,544	)
Principal payments under mortgage note and capital lease obligations			(1,157	)			(1,068	)
Repurchase of common stock			(66	)			(9,529	)
Proceeds from stock options exercised			2,102				2,129
Tax benefits from stock based compensation plans			990				2,166
Net cash provided by financing activities			162,833				93,054
Effect of exchange rate changes on cash			85				(250	)
Net increase (decrease) in cash and cash equivalents			222				(3,121	)
Cash and cash equivalents, beginning of period			712				8,528
Cash and cash equivalents, end of period		$	934			$	5,407
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest		$	31,662			$	25,939
Cash paid during the period for income taxes			2,033				14,552
Supplemental Disclosure of Non-Cash Transactions:
Property and equipment acquired through capital lease obligations		$	—			$	47

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

     The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles” or “GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of actual results achieved for full fiscal years. The consolidated balance sheet at December 31, 2007 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2007 for Credit Acceptance Corporation (the “Company”, “Credit Acceptance”, “we”, “our” or “us”). Certain prior period amounts have been reclassified to conform to the current presentation.

     The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

2. DESCRIPTION OF BUSINESS

     Since 1972, Credit Acceptance has provided auto loans to consumers, regardless of their credit history. Our product is offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our product, but who actually end up qualifying for traditional financing.

     We refer to dealers who participate in our program and who share our commitment to changing consumers’ lives as “dealer-partners”. Upon enrollment in our financing program, the dealer-partner enters into a dealer servicing agreement with Credit Acceptance that defines the legal relationship between Credit Acceptance and the dealer-partner. The dealer servicing agreement assigns the responsibilities for administering, servicing, and collecting the amounts due on retail installment contracts (referred to as “Consumer Loans”) from the dealer-partners to us.

     We are an indirect lender from a legal perspective, meaning the Consumer Loan is originated by the dealer-partner and immediately assigned to us. If we discover a misrepresentation by the dealer-partner relating to a Consumer Loan assigned to us, we can demand that the Consumer Loan be repurchased for the current balance of the Consumer Loan less the amount of any unearned finance charge plus the applicable termination fee, which is generally $500. Upon receipt of such amount in full, we will reassign the Consumer Loan and our security interest in the financed vehicle to the dealer-partner.

     We have two primary programs: the Portfolio Program and the Purchase Program. Under the Portfolio Program, we advance money to dealer-partners (referred to as a “Dealer Loan”) in exchange for the right to service the underlying Consumer Loan. Under the Purchase Program, we buy the Consumer Loan from the dealer-partner (referred to as a “Purchased Loan”) and keep all amounts collected from the consumer. Dealer Loans and Purchased Loans are collectively referred to as “Loans”. The following table shows the percentage of Consumer Loans assigned to us under each of the programs:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2008				2007				2008				2007
Portfolio Program			69.2	%			74.5	%			68.4	%			86.0	%
Purchase Program			30.8	%			25.5	%			31.6	%			14.0	%

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

2. DESCRIPTION OF BUSINESS – (Continued)

     Dealer-partners that enroll in our programs have the option to either pay an upfront, one-time enrollment fee of $9,850 or defer payment by agreeing to allow us to keep 50% of their first accelerated dealer holdback payment (“Portfolio Profit Express”). Portfolio Profit Express is paid to qualifying dealer-partners after a pool of 100 or more Consumer Loans has been closed. Dealer-partners that enrolled in our programs prior to 2008 have the option to assign Consumer Loans under either the Portfolio Program or the Purchase Program. During 2008, we changed our eligibility requirements for new dealer-partner enrollments to restrict access to the Purchase Program. For dealer-partners that enrolled in our programs during the first eight months of 2008, only dealer-partners that elected to pay the upfront, one-time enrollment fee are initially allowed to assign Consumer Loans under either program. Dealer-partners that elected the deferred option during this period are only granted access to the Purchase Program after the first Portfolio Profit Express payment has been made under the Portfolio Program. For all dealer-partners enrolling in our programs after August 31, 2008, access to the Purchase Program is only granted after the first Portfolio Profit Express payment has been made under the Portfolio Program.

     Portfolio Program

     As payment for the vehicle, the dealer-partner generally receives the following:

	(i)		a down payment from the consumer;
	(ii)		a cash advance from us; and
	(iii)		after the advance has been recovered by us, the cash from payments made on the Consumer Loan, net of certain collection costs and our servicing fee (“dealer holdback”).

     We record the amount advanced to the dealer-partner as a Dealer Loan, which is classified within Loans receivable in our consolidated balance sheets. Cash advanced to dealer-partners is automatically assigned to the originating dealer-partner’s open pool of advances. At the dealer-partner’s option, a pool containing at least 100 Consumer Loans can be closed and subsequent advances assigned to a new pool. All advances due from a dealer-partner are secured by the future collections on the dealer-partner’s portfolio of Consumer Loans assigned to us. For dealer-partners with more than one pool, the pools are cross-collateralized so the performance of other pools is considered in determining eligibility for dealer holdback. We perfect our security interest in the Dealer Loans by taking possession of the Consumer Loans.

     The dealer servicing agreement provides that collections received by us during a calendar month on Consumer Loans assigned by a dealer-partner are applied on a pool-by-pool basis as follows:

	•		First, to reimburse us for certain collection costs;
	•		Second, to pay us our servicing fee;
	•		Third, to reduce the aggregate advance balance and to pay any other amounts due from the dealer-partner to us; and
	•		Fourth, to the dealer-partner as payment of dealer holdback.

     Dealer-partners have an opportunity to receive Portfolio Profit Express at the time a pool of 100 or more Consumer Loans is closed. The amount paid to the dealer-partner is calculated using a formula that considers the forecasted collections and the advance balance on the closed pool. If the collections on Consumer Loans from a dealer-partner’s pool are not sufficient to repay the advance balance, the dealer-partner will not receive dealer holdback.

     Since typically the combination of the advance and the consumer’s down payment provides the dealer-partner with a cash profit at the time of sale, the dealer-partner’s risk in the Consumer Loan is limited. We cannot demand repayment from the dealer-partner of the advance except in the event the dealer-partner is in default of the dealer servicing agreement. Advances are made only after the Consumer Loan is approved, accepted and assigned to us and all other stipulations required for funding have been satisfied. The dealer-partner can also opt to repurchase Consumer Loans assigned under the Portfolio Program at their own discretion.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

2. DESCRIPTION OF BUSINESS – (Concluded)

     For accounting purposes, the transactions described under the Portfolio Program are not considered to be loans to consumers. Instead, our accounting reflects that of a lender to the dealer-partner. The classification as a Dealer Loan for accounting purposes is primarily a result of (i) the dealer-partner’s financial interest in the Consumer Loan and (ii) certain elements of our legal relationship with the dealer-partner. The cash amount advanced to the dealer-partner is recorded as an asset on our balance sheet. The aggregate amount of all advances to an individual dealer-partner, plus accrued income, less repayments comprises the amount of the Dealer Loan recorded in Loans receivable.

Purchase Program

     We began offering a Purchase Program on a limited basis in March of 2005. The Purchase Program differs from our traditional Portfolio Program in that the dealer-partner receives a single payment from us at the time of origination instead of a cash advance and dealer holdback. Purchase Program volume increased significantly beginning in 2007 as the program was offered to additional dealer-partners.

     For accounting purposes, the transactions described under the Purchase Program are considered to be originated by the dealer-partner and then purchased by us. The cash amount paid to the dealer-partner is recorded as an asset on our balance sheet. The aggregate amount of all amounts paid to purchase Consumer Loans from dealer-partners, plus accrued income, less repayments, comprises the amount of Purchased Loans recorded in Loans receivable.

3. SIGNIFICANT ACCOUNTING POLICIES

Restricted Cash and Cash Equivalents

     The carrying amount of restricted cash and cash equivalents approximate their fair value due to the short maturity of these instruments. The following table summarizes restricted cash and cash equivalents:

		As of				As of
		September 30,				December 31,
		2008				2007
(in thousands)
Cash collections related to secured financings		$	55,082			$	42,518
Cash held in trusts for future vehicle service contract claims (1)			27,911				18,266
Cash held in escrow related to settlement of class action lawsuit			—				13,318
Total restricted cash and cash equivalents		$	82,993			$	74,102

Deferred Debt Issuance Costs

     As of September 30, 2008 and December 31, 2007, deferred debt issuance costs were $4.7 million (net of accumulated amortization of $4.7 million) and $3.3 million (net of accumulated amortization of $2.0 million), respectively, and are included in other assets in the consolidated balance sheets. Expenses associated with the issuance of debt instruments are capitalized and amortized as interest expense over the term of the debt instrument on a level-yield basis for term secured financings and on a straight-line basis for lines of credit and revolving secured financings.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

3. SIGNIFICANT ACCOUNTING POLICIES – (Concluded)

New Accounting Pronouncements

     Fair Value Measurements. In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods of those fiscal years. However, on February 12, 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”), which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP FAS 157-2 defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of FSP FAS 157-2. We adopted the applicable portions of SFAS 157 on January 1, 2008 (See Note 7). The deferred portions of SFAS 157 will not have an impact on our financial statements. The adoption of the applicable portions of SFAS 157 for financial assets and liabilities did not have a material impact on our consolidated financial statements.

     Fair Value Option for Financial Assets and Liabilities. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 permits entities to choose to measure financial assets and liabilities (except for those that are specifically exempted from SFAS 159) at fair value. The election to measure a financial asset or liability at fair value can be made on an instrument-by-instrument basis and is irrevocable. The difference between carrying value and fair value at the election date is recorded as a transition adjustment to opening retained earnings. Subsequent changes in fair value are recognized in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. At this time, we have not elected to measure any financial assets or liabilities at fair value under SFAS 159.

     Disclosures About Derivative Instruments and Hedging Activities. In March 2008, the FASB issued SFAS No. 161, “Disclosures About Derivative Instruments and Hedging Activities” (“SFAS 161”). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently evaluating the impact that SFAS 161 will have on our consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

4. LOANS RECEIVABLE

A summary of changes in Loans receivable is as follows (in thousands):

		Three Months Ended September 30, 2008
		Dealer Loans				Purchased Loans				Total
Balance, beginning of period		$	859,691			$	284,718			$	1,144,409
New loans (1)			109,027				61,697				170,724
Transfers (2)			(3,472	)			3,472				—
Dealer holdback payments			13,736				—				13,736
Net cash collections on loans			(122,400	)			(29,398	)			(151,798	)
Write-offs			(21,423	)			(15	)			(21,438	)
Recoveries			—				3				3
Other			(8	)			—				(8	)
Currency translation			(37	)			—				(37	)
Balance, end of period		$	835,114			$	320,477			$	1,155,591

		Three Months Ended September 30, 2007
		Dealer Loans				Purchased Loans				Total
Balance, beginning of period		$	813,192			$	60,249			$	873,441
New loans (1)			101,205				39,481				140,686
Transfers (2)			(1,731	)			1,731				—
Dealer holdback payments			16,661				—				16,661
Net cash collections on loans			(130,958	)			(8,850	)			(139,808	)
Write-offs			(4,956	)			(13	)			(4,969	)
Recoveries			—				5				5
Other			(86	)			—				(86	)
Currency translation			103				—				103
Balance, end of period		$	793,430			$	92,603			$	886,033

		Nine Months Ended September 30, 2008
		Dealer Loans				Purchased Loans				Total
Balance, beginning of period		$	804,245			$	140,453			$	944,698
New loans (1)			430,423				246,971				677,394
Transfers (2)			(5,571	)			5,571				—
Dealer holdback payments			46,482				—				46,482
Net cash collections on loans			(393,851	)			(72,502	)			(466,353	)
Write-offs			(46,519	)			(34	)			(46,553	)
Recoveries			—				18				18
Other			(10	)			—				(10	)
Currency translation			(85	)			—				(85	)
Balance, end of period		$	835,114			$	320,477			$	1,155,591

		Nine Months Ended September 30, 2007
		Dealer Loans				Purchased Loans				Total
Balance, beginning of period		$	724,645			$	29,926			$	754,571
New loans (1)			453,413				81,395				534,808
Transfers (2)			(3,710	)			3,710				—
Dealer holdback payments			55,610				—				55,610
Net cash collections on loans			(424,778	)			(22,279	)			(447,057	)
Write-offs			(12,139	)			(173	)			(12,312	)
Recoveries			—				24				24
Other			140				—				140
Currency translation			249				—				249
Balance, end of period		$	793,430			$	92,603			$	886,033

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

4. LOANS RECEIVABLE – (Continued)

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

		Three Months Ended September 30, 2008
		Dealer Loans				Purchased Loans				Total
Balance, beginning of period		$	125,814			$	6,445			$	132,259
Provision for credit losses (1)			5,122				3,268				8,390
Write-offs			(21,423	)			(15	)			(21,438	)
Recoveries			—				3				3
Currency translation			(30	)			—				(30	)
Balance, end of period		$	109,483			$	9,701			$	119,184

		Three Months Ended September 30, 2007
		Dealer Loans				Purchased Loans				Total
Balance, beginning of period		$	128,425			$	857			$	129,282
Provision for credit losses (2)			5,505				126				5,631
Write-offs			(4,956	)			(13	)			(4,969	)
Recoveries			—				5				5
Currency translation			88				—				88
Balance, end of period		$	129,062			$	975			$	130,037

		Nine Months Ended September 30, 2008
		Dealer Loans				Purchased Loans				Total
Balance, beginning of period		$	133,201			$	944			$	134,145
Provision for credit losses (3)			22,878				8,773				31,651
Write-offs			(46,519	)			(34	)			(46,553	)
Recoveries			—				18				18
Currency translation			(77	)			—				(77	)
Balance, end of period		$	109,483			$	9,701			$	119,184

		Nine Months Ended September 30, 2007
		Dealer Loans				Purchased Loans				Total
Balance, beginning of period		$	127,881			$	910			$	128,791
Provision for credit losses (4)			13,108				214				13,322
Write-offs			(12,139	)			(173	)			(12,312	)
Recoveries			—				24				24
Currency translation			212				—				212
Balance, end of period		$	129,062			$	975			$	130,037

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

4. LOANS RECEIVABLE – (Concluded)

     The increase in the provision for credit losses for the nine months ended September 30, 2008 compared to the same period in the prior year was primarily due to a reduction in estimated future collection rates during the second quarter of 2008. Our forecast as of March 31, 2008 assumed that Loans within our current portfolio would produce similar collection rates as produced by historical Loans with the same attributes and we expected net cash flows of $1.3 billion from our Loan portfolio. During the second quarter of 2008, we modified our forecasting methodology which now assumes that Loans originated in 2006, 2007 and 2008 will perform 100 to 300 basis points lower than historical Loans with the same attributes. As a result we reduced our estimate of future cash flows on these same Loans by $22.2 million, or 1.7%. Of the total reduction, $20.8 million was recorded as provision for credit losses during the second quarter of 2008. This new expectation is consistent with recent experience and included both the lower realized collection rates experienced during the second quarter of 2008 as well as lower expected recoveries on repossession sales as a result of a decline in used vehicle values that occurred during the second quarter of 2008. We did not modify our forecast related to 2005 and prior Loans as these Loans continue to perform as expected.

     During the first quarter of 2008, in conjunction with our implementation of a new forecasting methodology, we reevaluated our forecast of future collections on old, fully-reserved Dealer Loans. As a result, we wrote off $22.7 million of Dealer Loans and the related allowance for credit losses as we were no longer forecasting any future collections on these Dealer Loans. This write-off had no impact on net income for the first quarter of 2008 as all of these Dealer Loans were fully-reserved. During the third quarter of 2008, we wrote off $16.5 million of Loans to one individual dealer-partner in accordance with our write-off policy as we were no longer forecasting any future collections on these Loans. This dealer-partner has not assigned any Consumer Loans to us for several years. As of June 30, 2008 and December 31, 2007, we had an allowance for credit losses of $16.4 million and $16.2 million, respectively, on Loans to this dealer-partner.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

5. DEBT

     We currently use four primary sources of debt financing: (i) a revolving secured line of credit with a commercial bank syndicate; (ii) revolving secured warehouse facilities with institutional investors; (iii) SEC Rule 144A asset-backed secured financings (“Term ABS 144A”) with qualified institutional investors; and (iv) a residual credit facility with an institutional investor. General information for each of our financing transactions in place as of September 30, 2008 is as follows (dollars in thousands):

Wholly owned

Issue

Revolving Maturity

Financing

Interest Rate at

Financings

Subsidiary (1)

Number

Close Date

Date

Amount

September 30, 2008

Revolving Line of Credit

n/a

n/a

January 25, 2008

June 22, 2010

$

153,500

At the Company’s option, either Eurodollar rate plus 125 basis points (5.18%) or the prime rate minus 105 basis points (3.95%)

Revolving Secured Warehouse Facility (1)

CAC Warehouse Funding Corp. II

2003-2

August 27, 2008

August 26, 2009

$

325,000

Commercial paper rate plus 100 basis points (4.36%) or LIBOR plus 200 basis points (5.93%) (4)

Revolving Secured Warehouse Facility (1)

CAC Warehouse Funding III, LLC

2008-2

May 27, 2008

May 23, 2010

$

50,000

Commercial paper rate plus 77.5 basis points (4.14%) or LIBOR plus 177.5 basis points (5.70%) (4)

Term ABS 144A 2006-2 (1)

Credit Acceptance Funding LLC 2006-2

2006-2

November 21, 2006

November 15, 2007 (2)

$

100,000

Fixed rate (5.38%)

Term ABS 144A 2007-1 (1)

Credit Acceptance Funding LLC 2007-1

2007-1

April 12, 2007

April 15, 2008 (2)

$

100,000

Fixed rate (5.32%)

Term ABS 144A 2007-2 (1)

Credit Acceptance Funding LLC 2007-2

2007-2

October 29, 2007

October 15, 2008 (2)

$

100,000

Fixed rate (6.22%) (3)

Term ABS 144A 2008-1 (1)

Credit Acceptance Funding LLC 2008-1

2008-1

April 18, 2008

April 15, 2009 (2)

$

150,000

Fixed rate (6.37%) (3)

Residual Credit Facility (1)

Credit Acceptance Residual Funding LLC

2006-3

August 27, 2008

August 26, 2009

$

50,000

LIBOR plus 350 basis points (7.43%) or the commercial paper rate plus 250 basis points (5.86%) (4)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

5. DEBT – (Continued)

     Additional information related to the amounts outstanding on each facility is as follows (dollars in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
Revolving Line of Credit
Maximum outstanding balance		$	82,900			$	56,200			$	128,400			$	70,200
Average outstanding balance			56,282				39,699				59,038				41,286
Revolving Secured Warehouse Facility (2003-2) (1)
Maximum outstanding balance		$	264,061			$	261,000			$	297,211			$	293,500
Average outstanding balance			258,743				234,933				262,398				221,996
Revolving Secured Warehouse Facility (2008-2)
Maximum outstanding balance		$	50,000			$	—			$	50,000			$	—
Average outstanding balance			50,000				—				50,000				—

		As of September 30,				As of December 31,
		2008				2007
Revolving Line of Credit
Balance outstanding		$	82,900			$	36,300
Letter(s) of credit			55				173
Amount available for borrowing			70,545				38,527
Interest rate			3.35	%			5.60	%
Revolving Secured Warehouse Facility (2003-2)
Balance outstanding		$	246,000			$	198,100
Amount available for borrowing			79,000				226,900
Contributed eligible Loans			324,123				254,294
Interest rate			4.36	%			5.76	%
Revolving Secured Warehouse Facility (2008-2)
Balance outstanding		$	50,000			$	—
Amount available for borrowing			—				—
Contributed eligible Loans			62,516				—
Interest rate			5.70	%			—
Term ABS 144A 2006-2
Balance outstanding		$	—			$	89,965
Contributed eligible Dealer Loans			—				129,950
Interest rate			—				5.38	%
Term ABS 144A 2007-1
Balance outstanding		$	56,429			$	100,000
Contributed eligible Dealer Loans			101,520				130,841
Interest rate			5.32	%			5.32	%
Term ABS 144A 2007-2
Balance outstanding		$	100,000			$	100,000
Contributed eligible Dealer Loans			125,008				132,695
Interest rate			6.22	%			6.22	%
Term ABS 144A 2008-1
Balance outstanding		$	150,000			$	—
Contributed eligible Loans			189,342				—
Interest rate			6.37	%			—
Residual Credit Facility
Balance outstanding		$	—			$	—
Certificate Pledged			—				28,513
Interest rate			5.86	%			6.56	%

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

5. DEBT – (Continued)

Line of Credit Facility

     During the first quarter of 2008, we increased the amount of our line of credit facility with a commercial bank syndicate from $75.0 million to $153.5 million. In addition, the maturity of the line of credit facility was extended from June 20, 2009 to June 22, 2010. There were no other material changes to the terms of the line of credit facility.

     Borrowings under the credit facility are subject to a borrowing-base limitation. This limitation equals 80% of the net book value of Loans, less a hedging reserve (not exceeding $1.0 million), the amount of letters of credit issued under the line of credit, and the amount of other debt secured by the collateral which secures the line of credit. Borrowings under the credit agreement are secured by a lien on most of our assets. We must pay annual and quarterly fees on the amount of the facility.

Revolving Secured Warehouse Facilities

     We have two revolving secured warehouse facilities that are provided to wholly owned subsidiaries of the Company. One is a $325.0 million facility with an institutional investor and the other is a $50.0 million facility with another institutional investor.

     During the first quarter of 2008, we extended the maturity of the $325.0 million facility from February 13, 2008 to February 11, 2009. The amount of the facility was reduced from $425.0 million to $325.0 million. The reduction in the amount of the facility is due to one of the two institutional investors (the “Nonextending Investor”) not renewing their participation in the facility. The amount owing to the Nonextending Investor has been reduced to zero. During the third quarter of 2008, we extended the maturity of the $325.0 million facility from February 11, 2009 to August 26, 2009 and increased the interest rate on borrowings under the facility from a floating rate equal to the commercial paper rate plus 65 basis points, to the commercial paper rate plus 100 basis points.

     The $325.0 million facility requires that certain amounts outstanding under the facility be refinanced within 360 days of the most recent refinancing. The most recent refinancing occurred in October of 2008. If such refinancing does not occur, the facility will cease to revolve, will amortize as collections are received and, at the option of the institutional investor, may be subject to acceleration and foreclosure.

     During the second quarter of 2008, we entered into a $50.0 million revolving warehouse facility with an institutional investor. This facility was fully drawn as of September 30, 2008.

     Under these facilities we can contribute Loans to our wholly owned subsidiaries in return for cash and equity in each subsidiary. In turn, each subsidiary pledges the Loans as collateral to institutional investors to secure financing that will fund the cash portion of the purchase price of the Loans. The financing provided to each subsidiary under the applicable facility is limited to the lesser of 80% of the net book value of the contributed Loans or the facility limit.

     The subsidiaries are liable for any amounts due under the applicable facility. Even though the subsidiaries and the Company are consolidated for financial reporting purposes, the financing is non-recourse to us. As the subsidiaries are organized as separate legal entities from the Company, assets of the subsidiaries (including the conveyed Loans) will not be available to satisfy the general obligations of the Company. All of each subsidiaries’ assets have been encumbered to secure its obligations to its respective creditors.

     Interest on borrowings under the facilities has been limited to a maximum rate of 6.75% through interest rate cap agreements. The subsidiaries pay us a monthly servicing fee equal to 6% of the collections received with respect to the conveyed Loans. The fee is paid out of the collections. Except for the servicing fee and holdback payments due to dealer-partners, we do not have any rights in any portion of such collections until all outstanding principal, accrued and unpaid interest, fees and other related costs are paid in full.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

5. DEBT – (Continued)

Term ABS 144A Financings

     In 2007 and 2008, three of our wholly owned subsidiaries (the “Funding LLCs”), each completed a secured financing transaction. In connection with these transactions, we conveyed Loans on an arms-length basis to each Funding LLC for cash and the sole membership interest in that Funding LLC. In turn, each Funding LLC conveyed the Loans to a respective trust that issued notes to qualified institutional investors. Financial insurance policies were issued in connection with the 2007 transactions. The policies guarantee the timely payment of interest and ultimate repayment of principal on the final scheduled distribution date. In the 2007 transactions, the notes were initially rated “Aaa” by Moody’s Investor Service (“Moody’s”) and “AAA” by Standard & Poor’s Rating Services (“S&P”) based upon the financial insurance policy. Due to downgrades in the debt ratings of the insurers, at September 30, 2008 the 2007 transactions were rated “A-” by S&P and “A3” by “Moody’s. The 2008 transaction was rated “A” by S&P.

     Each financing has a specified revolving period during which we may be required, and are likely, to convey additional Loans to each Funding LLC. Each Funding LLC will then convey the Loans to their respective trust. At the end of the revolving period, the debt outstanding under each financing will begin to amortize.

     The financings create loans for which the trusts are liable and which are secured by all the assets of each trust. Such loans are non-recourse to us, even though the trusts, the Funding LLCs and the Company are consolidated for financial reporting purposes. Because the Funding LLCs are organized as separate legal entities from the Company, their assets (including the conveyed Loans) are not available to satisfy our general obligations. We receive a monthly servicing fee on each financing equal to 6% of the collections received with respect to the conveyed Loans. The fee is paid out of the collections. Aside from the servicing fee and payments due to dealer-partners, we do not receive, or have any rights in the collections. However, in our capacity as Servicer of the Loans, we do have a limited right to exercise a “clean-up call” option to purchase Loans from the Funding LLCs under certain specified circumstances. Alternatively, when a trust’s underlying indebtedness is paid in full, either through collections or through a prepayment of the indebtedness, the trust is to pay any remaining collections over to its Funding LLC as the sole beneficiary of the trust. The collections will then be available to be distributed to us as the sole member of the respective Funding LLC.

     The table below sets forth certain additional details regarding the outstanding Term ABS 144A Financings (dollars in thousands):

						Net Book Value of Dealer						Expected
Term ABS 144A		Issue				Loans Conveyed at						Annualized
Financing		Number		Close Date		Closing				Revolving Period		Rates (1)
Term ABS 144A 2007-1		2007-1		April 12, 2007		$	125,700			12 months (Through April 15, 2008)			7.2	%
Term ABS 144A 2007-2		2007-2		October 29, 2007		$	125,000			12 months (Through October 15, 2008)			8.0	%
Term ABS 144A 2008-1		2008-1		April 18, 2008		$	86,615			12 months (Through April 15, 2009)			6.9	%

Residual Credit Facility

     Another wholly owned subsidiary, Credit Acceptance Residual Funding LLC (“Residual Funding”), has a $50.0 million secured credit facility with an institutional investor. This facility allows Residual Funding to finance its purchase of trust certificates from special-purpose entities (the “Term SPEs”) that have purchased Dealer Loans under our term securitization transactions. Historically, the Term SPEs’ residual interests in Dealer Loans, represented by their trust certificates, have proven to have value that increases as their term securitization obligations amortize. This facility enables the Term SPEs to realize and distribute to us up to 70% of that increase in value prior to the time the related term securitization senior notes are paid in full.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

5. DEBT – (Concluded)

     Residual Funding’s interests in Dealer Loans, represented by its purchased trust certificates, are subordinated to the interests of term securitization senior noteholders. However, the entire arrangement is non-recourse to us. Residual Funding is organized as a separate legal entity from the Company. Therefore its assets, including purchased trust certificates, are not available to satisfy our general obligations, even though Residual Funding and the Company are consolidated for financial reporting purposes.

     During the third quarter of 2008, we extended the maturity of the facility from September 9, 2008 to August 26, 2009 and increased the interest rate on borrowings under the facility from a floating rate equal to the commercial paper rate plus 145 basis points, to the commercial paper rate plus 250 basis points.

Debt Covenants

     As of September 30, 2008, we are in compliance with various restrictive debt covenants that require the maintenance of certain financial ratios and other financial conditions. The most restrictive covenants require a minimum ratio of our assets to debt and a minimum ratio of our earnings before interest, taxes and non-cash expenses to fixed charges. The covenants also limit the maximum ratio of our funded debt to tangible net worth. Additionally, we must maintain consolidated net income of not less than $1.00 for the two most recently ended fiscal quarters. Some of the debt covenants may indirectly limit the payment of dividends on common stock.

6. DERIVATIVE INSTRUMENTS

     Interest Rate Caps. We purchase interest rate cap agreements to manage the interest rate risk on our $325.0 million and $50.0 million revolving secured warehouse facilities. As we have not designated these agreements as hedges as defined under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), as amended, changes in the fair value of these agreements will increase or decrease net income.

     As of September 30, 2008, seven interest rate cap agreements with various maturities between July 2009 and February 2011 were outstanding with a cap rate of 6.75% and a fair value of $0.1 million. As of December 31, 2007, four interest rate cap agreements with various maturities between May 2008 and June 2010 were outstanding with a cap rate of 6.75% and a fair value of $6,000.

     Interest Rate Swaps. As of September 30, 2008 we had $106.4 million in fixed rate debt, and $200.0 million in floating rate debt outstanding under Term ABS 144A asset-backed secured borrowings. We have entered into two interest rate swaps to convert $50.0 million and $150.0 million in floating rate Term ABS 144A asset-backed secured borrowings into fixed rate debt bearing a rate of 6.28% and 6.37%, respectively. The fair value of the interest rate swaps is based on quoted prices for similar instruments in active markets, which are influenced by a number of factors, including interest rates, amount of debt outstanding, and number of months until maturity. As we have not designated the interest rate swap related to the $50.0 million in floating rate debt as a hedge as defined under SFAS 133, changes in the fair value of this swap will increase or decrease interest expense. For the three and nine months ended September 30, 2008, the impact on interest expense was ($0.3) million and approximately ($38,000), respectively. As of September 30, 2008, the interest rate swap had a fair value of ($0.4) million.

     We have designated the interest rate swap related to the $150.0 million floating rate debt as a cash flow hedge as defined under SFAS 133. The effective portion of changes in the fair value will be recorded in other comprehensive income, net of income taxes, and the ineffective portion of changes in fair value will be recorded in interest expense. There has been no such ineffectiveness since the inception of this hedge through the third quarter of 2008. For the three and nine months ended September 30, 2008, the impact on other comprehensive income, net of tax, was approximately $40,000 and ($0.2) million, respectively. As of September 30, 2008, the interest rate swap had a fair value of ($0.3) million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

6. DERIVATIVE INSTRUMENTS – (Concluded)

     For those derivative instruments that are designated and qualify as hedging instruments, we formally document all relationships between the hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to specific assets and liabilities on the balance sheet. We also formally assess (both at the hedge’s inception and on a quarterly basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in the future periods. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, we would discontinue hedge accounting prospectively.

     At September 30, 2008, we had minimal exposure to credit loss on the interest rate swaps. We do not believe that any reasonably likely change in interest rates would have a materially adverse effect on our financial position, our results of operations or our cash flows.

     We recognize our derivative financial instruments as either other assets or accounts payable and accrued liabilities on our consolidated balance sheets.

7. FAIR VALUE MEASUREMENTS

     Effective January 1, 2008, we adopted SFAS 157, which clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS 157 establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. As required under SFAS 157, we group assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

	Level 1		Valuation is based upon quoted prices for identical instruments traded in active markets.
	Level 2		Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
	Level 3		Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates or assumptions that market participants would use in pricing the asset or liability.

     The following table provides the fair value measurements of applicable assets and liabilities as of September 30, 2008 (in thousands):

										Total
		Level 1				Level 2				Fair Value
Assets
Restricted securities available for sale		$	3,933			$	—			$	3,933
Derivative instruments			—				92				92
Liabilities
Derivative instruments		$	—			$	701			$	701

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

8. RELATED PARTY TRANSACTIONS

     In the normal course of our business, we have Dealer Loans with affiliated dealer-partners owned or controlled by: (i) our majority shareholder and Chairman; and (ii) a member of the Chairman’s immediate family. Our Dealer Loans to affiliated dealer-partners and non-affiliated dealer-partners are on the same terms.

     Affiliated Dealer Loan balances were $16.1 million as of September 30, 2008 and December 31, 2007. Affiliated Dealer Loan balances were 1.9% and 2.0% of total consolidated Dealer Loan balances as of September 30, 2008 and December 31, 2007, respectively. A summary of related party Dealer Loan activity is as follows (dollars in thousands):

		Three Months Ended								Three Months Ended
		September 30, 2008								September 30, 2007
		Affiliated								Affiliated
		dealer-partner				% of				dealer-partner				% of
		activity				consolidated				activity				consolidated
New loans		$	2,217				2.0	%		$	1,644				1.6	%
Affiliated dealer-partner revenue		$	1,024				1.9	%		$	1,090				2.2	%
Dealer holdback payments		$	530				3.9	%		$	344				2.1	%

		Nine Months Ended								Nine Months Ended
		September 30, 2008								September 30, 2007
		Affiliated								Affiliated
		dealer-partner				% of				dealer-partner				% of
		activity				consolidated				activity				consolidated
New loans		$	8,736				2.0	%		$	8,202				1.8	%
Affiliated dealer-partner revenue		$	3,036				1.9	%		$	3,503				2.4	%
Dealer holdback payments		$	1,660				3.6	%		$	1,367				2.5	%

     Beginning in 2002, entities owned by our majority shareholder and Chairman began offering secured lines of credit to third parties in a manner similar to a program previously offered by us. In December 2004, our majority shareholder and Chairman sold his ownership interest in these entities; however, he continues to have indirect control over these entities and has the right or obligation to reacquire the entities under certain circumstances until December 31, 2014 or the repayment of the related purchase money note.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

9. CAPITAL TRANSACTIONS

     Net Income Per Share

     Basic net income per share has been computed by dividing net income by the basic number of common shares outstanding. Diluted net income per share has been computed by dividing net income by the diluted number of common and common equivalent shares outstanding using the treasury stock method. The share effect is as follows:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
Weighted average common and common equivalent shares outstanding:
Basic number of common shares outstanding			30,310,053				30,015,048				30,223,586				30,069,639
Dilutive effect of stock options			591,667				1,056,255				654,531				1,102,069
Dilutive effect of unvested time based restricted stock			62,735				68,309				56,349				57,185
Dilutive effect of vested performance based restricted stock units			60,000				—				60,000				—
Dilutive number of common and common equivalent shares outstanding			31,024,455				31,139,612				30,994,466				31,228,893

     There were no stock options or restricted stock that would be anti-dilutive for the three and nine months ended September 30, 2008 and 2007.

     Stock Compensation Plans

     Pursuant to our Incentive Compensation Plan (the “Incentive Plan”), which was approved by shareholders on May 13, 2004, we reserved 1.0 million shares of our common stock for the future granting of restricted stock, restricted stock units, stock options, and performance awards to employees, officers, and directors at any time prior to April 1, 2014. Shares available for future grants under the Incentive Plan totaled 429,757 as of September 30, 2008.

     Below is a summary of the activity under the Incentive Plan for the nine months ended September 30, 2008 and 2007:

Restricted Stock		Number of Shares
Outstanding as of December 31, 2007			201,872
Granted			80,123
Vested			(20,198	)
Forfeited			(12,560	)
Outstanding as of September 30, 2008			249,237

Restricted Stock		Number of Shares
Outstanding as of December 31, 2006			146,028
Granted			56,669
Vested			(708	)
Forfeited			(17	)
Outstanding as of September 30, 2007			201,972

     On February 22, 2007, the compensation committee approved an award of 300,000 restricted stock units to our Chief Executive Officer. Each restricted stock unit represents and has a value equal to one share of our common stock. The restricted stock units will be earned over a five year period based upon the annual increase in our adjusted economic profit. Any earned shares will be distributed on February 22, 2014. As of September 30, 2008, 60,000 restricted stock units have been earned.

     Expenses related to restricted stock grants and the award of restricted stock units is as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2008				2007				2008				2007
Restricted stock compensation expense		$	483			$	(309	)		$	1,194			$	129
Restricted stock units compensation expense			537				771				1,634				2,175
Total expense		$	1,020			$	462			$	2,828			$	2,304

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(UNAUDITED)

9. CAPITAL TRANSACTIONS – (Concluded)

     On October 2, 2008, the compensation committee approved an award of 100,000 restricted stock units to our President. Each restricted stock unit represents and has a value equal to one share of our common stock. The restricted stock units will be earned over a five year period based upon the annual increase in our adjusted economic profit. Any earned shares will be distributed on February 22, 2016.

10. BUSINESS SEGMENT INFORMATION

     We have two reportable business segments: United States and Other. The United States segment primarily consists of the United States automobile financing business. We are currently liquidating all businesses classified in the Other segment.

     Selected segment information is set forth below (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
Revenue:
United States		$	80,101			$	61,031			$	225,856			$	176,593
Other			6				27				34				102
Total revenue		$	80,107			$	61,058			$	225,890			$	176,695
Income (loss) from continuing operations before provision for income taxes:
United States		$	32,968			$	21,302			$	77,260			$	64,550
Other			(31	)			84				(141	)			186
Total income from continuing operations before provision for income taxes		$	32,937			$	21,386			$	77,119			$	64,736

		As of				As of
		September 30, 2008				December 31, 2007
Segment Assets
United States		$	1,169,385			$	940,307
Other			971				1,875
Total Assets		$	1,170,356			$	942,182

11. COMPREHENSIVE INCOME

     Our comprehensive income information is set forth below (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
Net income		$	20,657			$	14,742			$	48,621			$	42,432
Unrealized (loss) gain on securities available for sale, net of tax			(37	)			24				(32	)			28
Unrealized gain (loss) on interest rate swap, net of tax			40				—				(166	)			—
Comprehensive income		$	20,660			$	14,766			$	48,423			$	42,460

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

     The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 8 — Financial Statements and Supplementary Data, of our 2007 Annual Report on Form 10-K, as well as Item 1- Consolidated Financial Statements, in this Form 10-Q.

Critical Success Factors

     Critical success factors for us include access to capital and the ability to accurately forecast Consumer Loan performance.

     Our strategy for accessing the capital required to grow is to: (i) maintain consistent financial performance, (ii) maintain modest financial leverage, and (iii) maintain multiple funding sources. At September 30, 2008 our funded debt to equity ratio is 2.2:1. We currently use four primary sources of debt financing: (i) a revolving secured line of credit with a commercial bank syndicate; (ii) revolving secured warehouse facilities with institutional investors; (iii) SEC Rule 144A asset-backed secured borrowings (“Term ABS 144A”) with qualified institutional investors; and (iv) a residual credit facility with an institutional investor.

     At the time of Consumer Loan acceptance or purchase, we forecast future expected cash flows from the Consumer Loan. Based on these forecasts, an advance or one time payment is made to the related dealer-partner at a level designed to achieve an acceptable return on capital. If Consumer Loan performance equals or exceeds our original expectation, it is likely our target return on capital will be achieved.

Consumer Loan Performance

     The following table compares our forecast of Consumer Loan collection rates as of September 30, 2008, with the forecasts as of June 30, 2008, as of December 31, 2007, and at the time of assignment, segmented by year of assignment:

Loan		Forecasted Collection Percentage as of																Variance in Forecasted Collection Percentage from
Assignment		September 30,				June 30,				December 31,				Initial				June 30,				December 31,				Initial
Year		2008				2008				2007 (1)				Forecast				2008				2007				Forecast
1999			72.1	%			72.1	%			72.0	%			73.6	%			0.0	%			0.1	%			-1.5	%
2000			72.5	%			72.5	%			72.4	%			72.8	%			0.0	%			0.1	%			-0.3	%
2001			67.4	%			67.4	%			67.3	%			70.4	%			0.0	%			0.1	%			-3.0	%
2002			70.4	%			70.4	%			70.6	%			67.9	%			0.0	%			-0.2	%			2.5	%
2003			73.9	%			74.0	%			74.1	%			72.0	%			-0.1	%			-0.2	%			1.9	%
2004			73.5	%			73.5	%			73.5	%			73.0	%			0.0	%			0.0	%			0.5	%
2005			74.1	%			74.1	%			73.8	%			74.0	%			0.0	%			0.3	%			0.1	%
2006			70.3	%			70.2	%			70.9	%			71.4	%			0.1	%			-0.6	%			-1.1	%
2007			68.2	%			68.2	%			71.1	%			70.7	%			0.0	%			-2.9	%			-2.5	%
2008			68.2	%			69.0	%			—				69.7	%			-0.8	%			—				-1.5	%

     We forecast future Loan cash flows by comparing Loans in our current portfolio to historical Loans with the same attributes. The attributes include both variables captured at Loan origination like credit bureau data, application data, Loan data and vehicle data as well as variables captured subsequent to Loan origination such as collection and delinquency data. Our forecast as of March 31, 2008 assumed that Loans within our current portfolio would produce similar collection rates as produced by historical Loans with the same attributes. During the second quarter of 2008, we modified our forecasting methodology, which now assumes that Loans originated in 2006, 2007 and 2008 will perform 100 to 300 basis points worse than historical Loans with the same attributes.

     During the third quarter, actual Loan performance for 2007 and prior originations was consistent with our revised forecast. As a result, forecasted collection rates on 2007 and prior Loans remained consistent with our forecasts for these same Loans three months ago. Actual Loan performance was slightly worse than expected for 2008 originations. As a result, the table above shows a decline in the forecasted collection rate for 2008 Loans from 69.0% to 68.2%. The forecasted collection rate for 2008 Loans as of September 30, 2008 includes both Loans that were in our portfolio as of June 30, 2008 and Loans received during the most recent quarter. The following table summarizes the change in our forecast for each of these segments:

		Forecasted Collection Percentage as of
		September 30,				June 30,
2008 Loan Assignment Period		2008				2008				Variance
January 1, 2008 through June 30, 2008			68.3	%			69.0	%			-0.7	%
July 1, 2008 through September 30, 2008			68.0	%			—				—