5. Investment in Enova

Upon completion of the Enova Spin-off, the Company retained approximately 20 percent, or 6,596,927 shares of Enova common stock, and the Company has agreed, pursuant to a private letter ruling it obtained in connection with the Enova Spin-off, to dispose of its retained shares of Enova common stock (other than the shares retained for delivery under the Company’s long-term incentive plans as described below) no later than two years after the distribution. The Company has allocated approximately two percent of its retained shares for delivery under long-term incentive plans that existed prior to the Enova Spin-off, making the Company’s residual ownership in Enova approximately 18 percent as of March 31, 2015. See table below for additional information.

All of the retained shares of Enova common stock (including shares retained for delivery under the Company’s long-term incentive plans as described below) are classified as “available-for-sale securities” in accordance with Accounting Standards Codification (“ASC”) 320, Investments-Debt and Equity Securities (“ASC 320”). The Company does not have the ability to significantly influence the strategy or the operating or financial policies of Enova. The Company does not share employees or management with Enova and does not participate in any policy-making process of Enova. The Company does not have the right to vote on matters put before Enova stockholders as it has granted Enova a proxy to vote its shares in the same proportion as the other stockholders of Enova on all such matters. The Company has agreed to divest its ownership in Enova in a short period of time (as described above). While the Company’s Chief Executive Officer serves as one of seven members of Enova’s Board of Directors, he does not serve on any committees of Enova’s Board of Directors, and the Company is not able to influence his future election to Enova’s Board of Directors because it does not have voting power with respect to the shares of Enova that it owns. Other than routine, arms-length transitional services, the Company does not have any business relationships or inter-company dealings with Enova.

The retained shares of Enova common stock include a portion of shares of Enova common stock that may be delivered by the Company to holders of certain outstanding unvested restricted stock units (“RSUs”), vested deferred RSUs, and unvested deferred RSUs that were granted by the Company to certain of its officers, directors and employees, as well as shares that are deliverable to certain directors who have elected to defer a portion of their director fees to be paid in the form of common stock of the Company (“Director Deferred Shares”), if such equity awards and Director Deferred Shares were outstanding under the Company’s long-term incentive plans on the date of the Enova Spin-off.

Such RSU awards and Director Deferred Shares will be payable by the Company in both shares of Company common stock and Enova common stock, subject to the terms of the Company’s long-term incentive plans and the applicable award agreement. The delivery of the Enova shares of common stock will occur periodically based on the vesting terms of the award agreements. In the event the award does not vest, the Enova shares will be retained by the Company and sold.

As of March 31, 2015, the Company’s cost basis in its investment in Enova common stock was $19.9 million, and an unrealized gain of $96.4 million was included in “Accumulated other comprehensive income.” For the three months ended March 31, 2015, the Company recognized a gain of approximately $0.1 million for the disposition of Enova Common stock as a result of the issuance of shares under RSU awards. The Company’s investment in Enova common stock is included in “Investment in equity securities” in the consolidated balance sheets. Activity during the three months ended March 31, 2015 for the Enova shares retained by the Company is shown below (shares in ones):



	Enova Shares Attributed to the Company ^(a)		Potential Enova Shares for Stock Awards ^(b)		Total Enova Shares Held by the Company
Enova shares at December 31, 2014	5,911,840		685,087		6,596,927
Forfeitures ^(c)	44,780		(44,780	)	—
Shares issued	—		(7,429	)	(7,429	)
Shares withheld for taxes ^(c)	5,619		(5,619	)	—
Enova shares at March 31, 2015	5,962,239		627,259		6,589,498
% ownership of Enova at March 31, 2015	18.07	%	1.90	%	19.97	%

^(a)Does not include shares retained for delivery under the Company’s long-term incentive plans.

^(b) As of March 31, 2015, includes 28,893 Enova shares to be issued for Director Deferred Shares.

^(c) Shares allocated to satisfy future RSU award issuances, upon forfeiture or if they are withheld for taxes, are re-allocated to Enova shares that are attributed to the Company and are to be disposed of by the Company.