Financial Statement Effects of the Merger

Purchase Price Allocation

The Merger has been accounted for under the purchase method of accounting, whereby the purchase price of the transaction was allocated to our identifiable assets acquired and liabilities assumed based upon their fair values. The estimates of the fair values recorded were determined based on the fair value measurement principles (see Note 12 – "Fair Values of Assets and Liabilities" for additional information) and reflect significant assumptions and judgments. Material valuation inputs for our finance receivables included adjustments to monthly principal and finance charge cash flows for prepayments and credit loss expectations; servicing expenses; and discount rates developed based on the relative risk of the cash flows which considered loan type, market rates as of our valuation date, credit loss expectations and capital structure. Certain assumptions and judgments that were considered to be appropriate at the acquisition date may prove to be incorrect if market conditions change.

The results of the purchase price allocation included an increase in the total carrying value of net finance receivables, medium term note facility payable, Wachovia funding facility payable, securitization notes payable, deferred tax assets and uncertain tax positions as well as intangible assets. Management believes all material intangible assets have been identified.

The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The goodwill amount was $1.1 billion.

In accordance with the accounting for goodwill, goodwill is not amortized to net income, but is required to be tested for impairment at least annually. See Note 4 – "Goodwill" for additional information.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed on October 1, 2010 (in thousands):



Assets:	September 30, 2010			Adjustments			October 1, 2010
Cash and cash equivalents	$	537,529					$	537,529
Restricted cash – securitization notes payable	975,942						975,942
Restricted cash – credit facilities	134,468						134,468
Finance receivables	8,675,575			$	(444,832	)	8,230,743
Allowance for loan losses	(528,489		)	528,489
Finance receivables, net	8,147,086			83,657			8,230,743
Property and equipment	36,592			10,282			46,874
Leased vehicles, net	54,730			(1,223		)	53,507
Deferred income taxes	77,999			101,102			179,101
Other assets	143,064			(25,917		)	117,147
Goodwill				1,094,923			1,094,923
Total assets	$	10,107,410		$	1,262,824		$	11,370,234
Liabilities:
Credit facilities	$	617,415		$	3,684		$	621,099
Senior notes	70,620			1,810			72,430
Convertible senior notes	419,693			42,015			461,708
Securitization notes payable	6,273,224			135,404			6,408,628
Other liabilities	275,837			76,615			352,452
Total liabilities	7,656,789			259,528			7,916,317
Shareholder's equity:
Common Stock	1,378			(1,378		)
Additional paid-in capital	321,576			(321,576		)
Accumulated other comprehensive income	17,153			(17,153		)
Retained earnings	2,150,480			(2,150,480		)
	2,490,587			(2,490,587		)
Treasury stock	(39,966		)	39,966
Total shareholder's equity	2,450,621			(2,450,621		)
Total liabilities and shareholder's equity	$	10,107,410		$	(2,191,093	)	$	7,916,317

Purchase price							$	3,453,917