BUSINESS COMBINATIONS (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes these equity related interests in SCUSA which constitute the purchase price and the identified assets acquired and liabilities assumed:



	January 28, 2014
	(dollars in thousands)
Fair value of noncontrolling interest in SCUSA	$	3,273,265
Fair value of SCUSA employee vested stock options	210,181
Fair value of SHUSA remaining ownership interest in SCUSA	5,063,881
Fair value of equity-related interests in SCUSA	$	8,547,327

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash and cash equivalents	$	11,075
Restricted cash	1,704,906
Loan receivables - held for sale	990,137
Loan receivables - retail installment contracts	19,870,790
Loan receivables from dealers	102,689
Loan receivables - unsecured	1,009,896
Premises and equipment	74,998
Leased vehicles, net	2,518,285
Intangibles	768,750
Miscellaneous receivables and other assets	1,061,351
Deferred tax asset	7,137
Borrowings and other debt obligations	(24,497,607		)
Accounts payable and accrued liabilities	(551,924		)
Total identifiable net assets	3,070,483

Goodwill	$	5,476,844

Certain Loans Acquired in Transfer Not Accounted for as Debt Securities Acquired During Period



	January 28, 2014
	(dollars in thousands)
Fair value of loan receivables ⁽¹⁾	$	19,870,790
Gross contractual amount of loan receivables ⁽¹⁾	$	31,410,699
Estimate of contractual cash flows not expected to be collected at acquisition ⁽¹⁾	$	4,301,586

⁽¹⁾ - Fair value of receivables does not include amounts related to the loan receivables - unsecured and loan receivables from dealers due to the short-term and revolving nature of the receivables.

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination



	January 28, 2014
	Fair Value		Weighted Average Amortization Period
	(dollars in thousands)
Intangibles subject to amortization:
Dealer networks	$	580,000	17.5 years (a)
Chrysler relationship	138,750		9.2 years

Intangibles not subject to amortization:
Trade name	50,000		indefinite lived
Total Intangibles	$	768,750

^(a) - The amortization periods of the dealer network range between 7 and 20 years.

Schedule of Business Acquisition, Gain on Change in Control

The Company recognized a pre-tax gain of $2.4 billion in connection with the Change in Control in Non-interest income in the Condensed Consolidated Statement of Operations.



	January 28, 2014
	(dollars in thousands)

Gain attributable to SCUSA shares sold	$	137,536
Gain attributable to the remaining equity interest	2,291,003
Total pre-tax gain	$	2,428,539

Business Acquisition, Actual Financial Information and Pro Forma Information of Acquiree



	SCUSA Amounts Included in Results for Period Ended June 30, 2014				Supplemental Pro Forma - Combined
	Three-Month Period Ended		Six-Month Period Ended		Three-Month Period Ended June 30,				Six-Month Period Ended June 30,
	June 30, 2014				2014 (b)		2013 (b)		2014 (b)		2013 (b)(c)
	(dollars in thousands)

Total Revenue, Net of Total Interest Expense (a)	$	1,629,613	$	2,681,493	$	2,048,393	$	1,801,679	$	4,020,599	$	5,698,465
Net Income including Noncontrolling Interest	302,013		574,747		224,502		451,179		368,940		2,496,624

(a) - Total Revenue, Net of Total Interest Expense is calculated as the sum of Total Interest Income and Total Non-Interest Income, less Total Interest Expense.
(b) - Includes the impact of recording provision for loan losses necessary to bring the retail installment contracts and personal unsecured loans to their expected carrying values considering the required allowance for loan losses on their recorded investment amounts. See Note 1 for a related discussion of the Company's accounting policy specific to these loans.
(c) - Included within the Supplemental Pro Forma - Combined Total Revenue, Net of Total Interest Expense and Net Income for the six-months ended June 30, 2013 are a non-recurring gains of $2.43 billion and $1.53 billion, respectively, that arose on the remeasurement of SHUSA's equity method investment in SCUSA to fair value.

The following table summarizes the actual unaudited amounts of Total revenue, net of Total interest expense and Net income including Noncontrolling Interest of SCUSA included in our Condensed Consolidated Financial Statements for the three months ended June 30, 2014 and the supplemental pro forma consolidated Total revenue, net of total interest expense and Net income including noncontrolling interest of SHUSA entity for the three months ended June 30, 2014 and 2013, respectively, as if the Change in Control had occurred on January 1, 2013. These results include the impact of amortizing certain purchase accounting adjustments such as intangible assets as well as fair value adjustments to loans and issued debt. These pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual consolidated results of operations of SHUSA that would have been achieved had the Change in Control occurred at January 1, 2013, nor are they intended to represent or be indicative of future results of operations.