UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

   (Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended June 30, 2010
		OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
		SECURITIES EXCHANGE ACT OF 1934
		For the transition period from                                          to
		Commission File Number 1-9733

(Exact name of registrant as specified in its charter)

Texas		75-2018239
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)
1600 West 7th Street
Fort Worth, Texas		76102
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

NONE

(Former name, former address and former fiscal year, if changed since last report)

          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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

29,387,499 of the Registrants’ common shares, $.10 par value, were issued and outstanding as of July 15, 2010.

 

 

CASH AMERICA INTERNATIONAL, INC.

INDEX TO FORM 10-Q

PART I. FINANCIAL INFORMATION
		Page
Item 1.    Financial Statements (Unaudited)
Consolidated Balance Sheets – June 30, 2010 and 2009 and December 31, 2009			1
Consolidated Statements of Income – Three and Six Months Ended June 30, 2010 and 2009			2
Consolidated Statements of Equity – June 30, 2010 and 2009			3
Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2010 and 2009			4
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2010 and 2009			5
Notes to Consolidated Financial Statements			6
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
Item 3.    Quantitative and Qualitative Disclosures About Market Risk			45
Item 4.    Controls and Procedures			46
PART II.    OTHER INFORMATION
Item 1.    Legal Proceedings			46
Item 1A. Risk Factors			46
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds			48
Item 3.    Defaults upon Senior Securities			48
Item 4.    (Removed and Reserved)			48
Item 5.    Other Information			48
Item 6.    Exhibits			49
SIGNATURE			50
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS

          This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You should not place undue reliance on these statements. These forward-looking statements give current expectations or forecasts of future events and reflect the views and assumptions of senior management of Cash America International, Inc. (the “Company”) with respect to the business, financial condition and prospects of the Company. When used in this report, terms such as “believes,” “estimates,” “should,” “could,” “would,” “plans,” “expects,” “anticipates,” “may,” “forecast,” “project” and similar expressions or variations as they relate to the Company or its management are intended to identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties that are beyond the ability of the Company to control and, in some cases, predict. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. Key factors that could cause the Company’s actual financial results, performance or condition to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the following:

	•		changes in pawn, consumer credit, tax and other laws and government rules and regulations applicable to the Company’s business,
	•		changes in demand for the Company’s services,
	•		the continued acceptance of the online channel by the Company’s online loan customers,
	•		the actions of third-parties who offer products and services to or for the Company,
	•		fluctuations in the price of gold,
	•		changes in competition,
	•		the ability of the Company to open new locations in accordance with its plans,
	•		changes in economic conditions,
	•		real estate market fluctuations,
	•		interest rate fluctuations,
	•		changes in foreign currency exchange rates,
	•		changes in the capital markets,
	•		the ability to successfully integrate newly acquired businesses into the Company’s operations,
	•		the loss of services of any of the Company’s executive officers,
	•		the effect of any current or future litigation proceedings on the Company,
	•		acts of God, war or terrorism, pandemics and other events,
	•		the effect of any of such changes on the Company’s business or the markets in which the Company operates, and
	•		other risks and uncertainties described in this report or from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”).

          The foregoing list of factors is not exhaustive and new factors may emerge or changes to these factors may occur that would impact the Company’s business. Additional information regarding these and other factors may be contained in the Company’s filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. If one or more events related to these or other risks or uncertainties materialize, or if management’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this report. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

PART I. FINANCIAL INFORMATION

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

(in thousands, except per share data)

		June 30,								December 31,
		2010				2009				2009
				(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	46,708			$	26,323			$	46,004
Pawn loans			184,104				176,313				188,312
Consumer loans, net			115,295				89,810				108,789
Merchandise held for disposition, net			100,215				102,164				113,824
Pawn loan fees and service charges receivable			35,077				33,314				36,544
Prepaid expenses and other assets			50,639				17,169				32,129
Deferred tax assets			25,035				21,644				21,536
Total current assets			557,073				466,737				547,138
Property and equipment, net			196,559				187,343				193,737
Goodwill			513,758				493,848				493,492
Intangible assets, net			25,853				30,454				27,793
Other assets			7,244				8,243				7,495
Total assets		$	1,300,487			$	1,186,625			$	1,269,655
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses		$	75,058			$	66,534			$	87,368
Accrued supplemental acquisition payment			18,858				-				2,291
Customer deposits			9,535				9,778				8,837
Income taxes currently payable			9,150				1,324				8,699
Current portion of long-term debt			25,493				14,306				25,493
Total current liabilities			138,094				91,942				132,688
Deferred tax liabilities			46,016				38,763				42,590
Noncurrent income tax payable			2,166				4,059				2,009
Other liabilities			7,591				3,602				5,479
Long-term debt			374,044				415,491				403,690
Total liabilities		$	567,911			$	553,857			$	586,456
Equity:
Cash America International, Inc. equity:
Common stock, $0.10 par value per share, 80,000,000 shares authorized, 30,235,164 shares issued			3,024				3,024				3,024
Additional paid-in capital			164,770				168,197				166,761
Retained earnings			583,660				478,706				532,805
Accumulated other comprehensive income			1,785				608				1,181
Treasury shares, at cost (881,003 shares, 815,842 shares and 933,082 shares at June 30, 2010 and 2009, and at December 31, 2009, respectively)			(27,031	)			(23,256	)			(26,836	)
Total Cash America International, Inc. stockholders’ equity			726,208				627,279				676,935
Noncontrolling interest			6,368				5,489				6,264
Total equity			732,576				632,768				683,199
Total liabilities and equity		$	1,300,487			$	1,186,625			$	1,269,655

See notes to consolidated financial statements.

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
						(Unaudited)
Revenue
Pawn loan fees and service charges		$	59,507			$	54,280			$	117,788			$	107,239
Proceeds from disposition of merchandise			113,850				110,173				255,733				239,933
Consumer loan fees			115,865				84,602				224,307				164,910
Other			2,859				3,326				7,315				8,391
Total Revenue			292,081				252,381				605,143				520,473
Cost of Revenue
Disposed merchandise			70,417				71,534				160,362				154,036
Net Revenue			221,664				180,847				444,781				366,437
Expenses
Operations			101,931				86,395				198,450				171,917
Consumer loan loss provision			44,934				29,178				78,827				53,952
Administration			25,446				22,681				50,994				44,155
Depreciation and amortization			10,215				10,393				20,933				20,734
Total Expenses			182,526				148,647				349,204				290,758
Income from Operations			39,138				32,200				95,577				75,679
Interest expense			(5,406	)			(5,086	)			(10,863	)			(10,155	)
Interest income			151				4				159				19
Foreign currency transaction (loss) gain			(37	)			267				(174	)			131
Income before Income Taxes			33,846				27,385				84,699				65,674
Provision for income taxes			12,935				10,566				31,737				24,629
Net Income			20,911				16,819				52,962				41,045
Less: Net income attributable to the noncontrolling interest			(22	)			(212	)			(40	)			(527	)
Net Income Attributable to Cash America International, Inc.		$	20,889			$	16,607			$	52,922			$	40,518
Earnings Per Share:
Net Income attributable to Cash America International, Inc. common stockholders:
Basic		$	0.70			$	0.56			$	1.78			$	1.36
Diluted		$	0.66			$	0.54			$	1.67			$	1.33
Weighted average common shares outstanding:
Basic			29,655				29,804				29,671				29,785
Diluted			31,665				30,515				31,701				30,467
Dividends declared per common share		$	0.035			$	0.035			$	0.070			$	0.070

See notes to consolidated financial statements.

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

		June 30,
		2010								2009
		Shares				Amounts				Shares				Amounts
						(Unaudited)
Common stock
Balance at end of period			30,235,164			$	3,024				30,235,164			$	3,024
Additional paid-in capital
Balance at beginning of year							166,761								160,007
Shares issued under stock based plans							(5,969	)							(2,560	)
Stock-based compensation expense							1,885								1,579
Income tax benefit (provision) from stock based compensation							2,093								(256	)
Issuance of convertible debt							-								9,427
Balance at end of period							164,770								168,197
Retained earnings
Balance at beginning of year							532,805								440,252
Net income attributable to Cash America International, Inc.							52,922								40,518
Dividends paid							(2,067	)							(2,064	)
Balance at end of period							583,660								478,706
Accumulated other comprehensive income
Balance at beginning of year							1,181								(3,964	)
Unrealized derivatives (loss) gain, net of tax							(118	)							61
Foreign currency translation (loss) gain, net of taxes							(771	)							4,511
Marketable securities unrealized gain, net of tax							1,493								-
Balance at end of period							1,785								608
Treasury shares, at cost
Balance at beginning of year			(933,082	)			(26,836	)			(818,772	)			(24,278	)
Purchases of treasury shares			(218,069	)			(8,052	)			(86,897	)			(1,686	)
Shares issued under stock based plans			270,148				7,857				89,827				2,708
Balance at end of period			(881,003	)			(27,031	)			(815,842	)			(23,256	)
Total Cash America International, Inc. stockholders’ equity							726,208								627,279
Noncontrolling interests
Balance at beginning of year							6,264								4,694
Income attributable to noncontrolling interests							40								527
Foreign currency translation gain, net of taxes							64								268
Balance at end of period							6,368								5,489
Total equity						$	732,576							$	632,768

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
		(Unaudited)								(Unaudited)
Net income		$	20,911			$	16,819			$	52,962			$	41,045
Other comprehensive gain (loss), net of tax:
Unrealized derivatives (loss) gain(1)			(11	)			76				(118	)			61
Foreign currency translation (loss) gain(2)			(5,126	)			7,025				(707	)			4,779
Marketable securities unrealized gain(3)			818				-				1,493				-
Total other comprehensive gain (loss), net of tax			(4,319	)			7,101				668				4,840
Comprehensive income		$	16,592			$	23,920			$	53,630			$	45,885
Less: Net income attributable to the noncontrolling interest			(22	)			(212	)			(40	)			(527	)
Foreign currency translation (gain) loss, net of tax, attributable to the noncontrolling interest			297				(386	)			(64	)			(268	)
Comprehensive income attributable to the noncontrolling interest			275				(598	)			(104	)			(795	)
Comprehensive Income attributable to Cash America International, Inc.		$	16,867			$	23,322			$	53,526			$	45,090

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES

		Six Months Ended
		June 30,
		2010				2009
		(Unaudited)
Cash Flows from Operating Activities
Net Income		$	52,962			$	41,045
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			20,933				20,734
Amortization of discount on convertible debt			1,643				364
Consumer loan loss provision			78,827				53,952
Stock-based compensation			1,885				1,579
Deferred income taxes, net			(218	)			6,634
Other			231				533
Changes in operating assets and liabilities
Merchandise held for disposition			(8,324	)			(6,503	)
Pawn loan fees and service charges receivable			1,562				(142	)
Finance and service charges on consumer loans			(2,935	)			(1,334	)
Prepaid expenses and other assets			(10,682	)			(363	)
Accounts payable and accrued expenses			(10,888	)			(11,567	)
Excess income tax benefit from stock-based compensation			(2,093	)			-
Current income taxes			2,539				3,713
Other operating assets and liabilities			824				1,751
Net cash provided by operating activities			126,266				110,396
Cash Flows from Investing Activities
Pawn loans made			(299,142	)			(287,997	)
Pawn loans repaid			197,426				172,560
Principal recovered through dispositions of forfeited pawn loans			128,840				122,701
Consumer loans made or purchased			(753,903	)			(569,424	)
Consumer loans repaid			671,884				510,772
Acquisitions, net of cash acquired			(3,911	)			(42,482	)
Purchases of property and equipment			(21,489	)			(19,369	)
Investments in marketable securities			(5,652	)			-
Other investing activities			38				235
Net cash used in investing activities			(85,909	)			(113,004	)
Cash Flows from Financing Activities
Net repayments under bank lines of credit			(49,864	)			(90,130	)
Issuance of long-term debt			25,000				115,000
Net proceeds from re-issuance of treasury shares			1,888				148
Loan costs paid			(290	)			(3,895	)
Payments on notes payable and other obligations			(6,080	)			(19,418	)
Excess income tax benefit from stock-based compensation			2,093				-
Treasury shares purchased			(8,052	)			(1,686	)
Dividends paid			(2,067	)			(2,064	)
Net cash used in financing activities			(37,372	)			(2,045	)
Effect of exchange rates on cash			(2,281	)			971
Net increase (decrease) in cash and cash equivalents			704				(3,682	)
Cash and cash equivalents at beginning of year			46,004				30,005
Cash and cash equivalents at end of period		$	46,708			$	26,323
Supplemental Disclosures
Non-cash investing and financing activities
Pawn loans forfeited and transferred to merchandise held for disposition		$	106,636			$	122,230
Pawn loans renewed		$	56,584			$	51,455
Consumer loans renewed		$	186,437			$	161,142

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies

Basis of Presentation

          The consolidated financial statements include all of the accounts of Cash America International, Inc. and its majority-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

          The financial statements as of June 30, 2010 and 2009 and for the three- and six-month periods then ended 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. Operating results for the three- and six-month periods are not necessarily indicative of the results that may be expected for the full fiscal year.

          As more fully described in Note 6, in the second quarter of 2010 the Company realigned its operating segments. Certain amounts in the consolidated financial statements for the three and six months ended June 30, 2009 have been reclassified to conform to the presentation format adopted in the second quarter of 2010. These reclassifications have no impact on consolidated results previously reported.

          The Company has a contractual relationship with a third-party entity, Huminal, S.A. de C.V., a Mexican sociedad anónima de capital variable (“Huminal”), to compensate and maintain the labor force of its Mexico pawn operations, of which the Company is a majority owner due to the December 16, 2008 acquisition (the “Prenda Fácil acquisition”) by the Company of 80% of the outstanding stock of Creazione Estilo, S.A. de C.V., SOFOM, E.N.R., a Mexican sociedad anónima de capital variable, sociedad financiera de objeto múltiple, entidad no regulada, operating under the name “Prenda Fácil” (referred to as “Prenda Fácil”). The Company has no ownership interest in Huminal; however, Prenda Fácil qualifies as the primary beneficiary of Huminal in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification” or “ASC”) 810-10-50, Variable Interest Entities. Therefore, the results and balances are allocated to net income attributable to noncontrolling interests.

          These financial statements and related notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Foreign Currency Translations

          The functional currencies for the Company’s subsidiaries that serve residents of the United Kingdom, Australia, Canada and Mexico are the British pound, the Australian dollar, the Canadian dollar and the Mexican peso, respectively. The assets and liabilities of these subsidiaries are translated into U.S. dollars at the exchange rates in effect at each balance sheet date, and the resulting adjustments are accumulated in other comprehensive income (loss) as a separate component of equity. Revenue and expenses are translated at the monthly average exchange rates occurring during each period.

Revenue Recognition

          Pawn Lending - The Company offers pawn loans through many of its retail services locations. Pawn loans are made on the pledge of tangible personal property. In the Company’s U.S. pawn business, pawn loan fees and service charges revenue are accrued only on those pawn loans deemed collectible based on historical loan redemption statistics. Pawn loans written during each calendar month are aggregated and tracked for performance. The gathering of this empirical data allows the Company to analyze the characteristics of its outstanding pawn loan

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

portfolio and estimate the probability of collection of pawn loan fees and service charges. For loans not repaid, the carrying value of the forfeited collateral (“merchandise held for disposition”) is stated at the lower of cost (cash amount loaned) or market. Revenue is recognized at the time merchandise is sold. Interim customer payments for layaway sales are recorded as customer deposits and subsequently recognized as revenue during the period in which the final payment is received.

          In the Company’s foreign pawn loan business, service charges are accrued ratably over the term of the loan for loans not redeemed prior to maturity, which is typically four weeks. Following the expiration of the grace period for loans that are not redeemed, which is generally three weeks, the collateral underlying unredeemed loans is sold with the proceeds applied against the outstanding loan balance and accrued service charges and fees. Accrued interest on loans that have passed the maturity date and the expiration of the grace period is fully reserved to the extent that the underlying collateral has not been sold. If the proceeds from the sale are less than the outstanding loan balance, a loss is recorded for the difference at the time the collateral is sold. If the proceeds exceed the outstanding loan balance, the Company recognizes as revenue the accrued service charges and other fees and expenses incurred in relation to the non-payment and sale of the loan collateral on behalf of the customer. In the event there are proceeds greater than the accrued service charges and all fees and expenses, the excess amount is available to the customer if a claim is made within six months. The collateral underlying unredeemed loans is not owned by the Company; therefore, the carrying value for loans past the maturity date is held in “Prepaid expenses and other assets” on the Company’s consolidated balance sheets until sold.

          Consumer Loans - The Company offers short-term unsecured loan products referred to as “consumer loans” (formerly referred to as cash advances) and arranges for customers to obtain consumer loans from independent third-party lenders through many of its retail services locations and over the internet. Consumer loan fees include revenue from the loan portfolio owned by the Company and fees paid to the Company for arranging or processing loans from independent third-party lenders for customers through the CSO program (as defined below) and through the Company’s micro line of credit (or “MLOC”) services channel (formerly referred to as the Company’s card services business). Consumer loan fees also include fees generated from the Company’s MLOC services channel and revenues from a longer-term installment loan product offered by the Company that typically has an average term of four months. Although consumer loan transactions may take the form of loans, deferred check deposit transactions, credit services transactions, or the processing of, and the participation in receivables originated by, a third-party lender’s MLOC product, the transactions are referred to throughout this discussion as “consumer loans” for convenience.

          Consumer loans provide customers with cash, typically in exchange for a promissory note or other repayment agreement supported, in most cases, by that customer’s personal check or authorization to debit that customer’s account via an electronic Automated Clearing House (“ACH”) transaction for the aggregate amount of the payment due. The customer may repay the consumer loan in cash or by allowing the check to be presented for collection by manual deposit or through an electronic debit ACH for the amount due. The Company accrues fees and interest on consumer loans on a constant yield basis ratably over the term of the loan.

          The Company provides a consumer loan product in some markets by acting as a credit services organization on behalf of consumers in accordance with applicable state laws (the “CSO program”). Under the CSO program, the Company provides consumers with certain credit services, such as arranging loans with independent third-party lenders, assisting in the preparation of loan applications and loan documents and accepting loan payments. The Company also guarantees the customer’s payment obligations in the event of default if the customer is approved for and accepts the loan. A customer who obtains a loan through the CSO program pays the Company a fee for these credit services (“CSO fees”). CSO fees are deferred and amortized over the term of the loan and recorded as “Consumer loan fees” in the accompanying consolidated statements of income. The contingent loss on the guaranteed loans is accrued and recorded as a liability, which approximates the fair value of the liability.

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

          As of June 30, 2010, $203.0 million of combined gross consumer loans were outstanding, including $51.0 million of active consumer loans owned by third-party lenders that were guaranteed by the Company.

          In connection with the Company’s MLOC services channel, the Company provides loan processing services for a third-party bank issued MLOC on certain stored-value debit cards the bank issues (“Processing Program”). The Company also acquires a participation interest in the receivables originated by the bank in connection with the Processing Program and other similar processing programs utilized by the bank. The Company records revenue from its participation interest in the receivables, as well as processing and other miscellaneous fee income originated from its MLOC services channel as consumer loan fees recognized ratably over the loan period.

Allowance for Losses on Consumer Loans

          See Note 3 for a discussion of the Company’s allowance for losses on consumer loans.

Goodwill and Other Intangible Assets

          In accordance with ASC 350-20-35, Goodwill – Subsequent Measurement and ASC 350-30-35, Intangibles – Goodwill and Other – Subsequent Measurement, the Company performs an impairment review of goodwill and intangible assets with an indefinite life at least annually. This review is performed for each reporting unit as of June 30. The Company realigned its reportable segments in the second quarter of 2010. The Company completed its June 2010 test both before and after the realignment of its reportable segments and determined that there was no evidence of impairment of goodwill or other indefinite lived intangible assets. As a result, the Company reallocated $45.5 million of goodwill from the e-commerce segment to the retail services segment. See Note 6.

          The Company amortizes intangible assets with an estimable life on the basis of their expected periods of benefit, generally three to ten years. The costs of start-up activities and organization costs are charged to expense as incurred.

          All of the amounts of goodwill recorded in the Company’s acquisitions, except for the acquisition of Prenda Fácil, are expected to be deductible for tax purposes.

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recent Accounting Pronouncements

          In January 2010, FASB issued ASC Update No. 2010-06, Fair Value Measurements and Disclosures (“ASU 2010-06”), which updates ASC 820-10-20, Fair Value Measurements and Disclosures. ASU 2010-06 requires new disclosures for fair value measurements and provides clarification for existing disclosure requirements. More specifically, ASU 2010-06 will require (a) an entity to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements from one measurement date to another and to describe the reasons for the transfers and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e., the activity must be presented on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs). ASU 2010-06 clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring Level 2 and Level 3 fair value measurements. The Company adopted ASU 2010-06 as of January 1, 2010, and the adoption did not have a material effect on the Company’s financial position or results of operations.

          In December 2009, FASB issued ASC Update No. 2009-17, Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”), which updates ASC 810-10, Consolidations. ASU 2009-17 clarifies the definition of a variable interest entity and updates the definition of the primary beneficiary of a variable interest entity. The Company adopted ASU 2009-17 as of January 1, 2010. The adoption of ASU 2009-17 did not have a material effect on the Company’s financial position or results of operations.

2.     Acquisitions

Prenda Fácil

          Pursuant to its business strategy of expanding its reach into new markets with new customers and new financial services, the Company, through its wholly-owned subsidiary, Cash America of Mexico, Inc., completed the Prenda Fácil acquisition in December 2008. The Company paid an aggregate initial consideration of $90.5 million, net of cash acquired, of which $82.6 million was paid in cash, including acquisition costs of approximately $3.6 million. The remainder of the initial consideration was paid in the form of 391,236 shares of the Company’s common stock with a fair value of $7.9 million as of the closing date. The Company also agreed to pay a supplemental earn-out payment in an amount based on a five times multiple of the consolidated earnings of Prenda Fácil’s business as specifically defined in the Stock Purchase Agreement (generally Prenda Fácil’s earnings before interest, income taxes, depreciation and amortization expenses) for the twelve-month period ending June 30, 2011, reduced by amounts previously paid. If the calculation of the supplemental payment produces an amount that is zero or less, there would be no supplemental payment. Any earned supplemental payment is expected to be paid in cash on or before August 15, 2011 and will be accounted for as goodwill. The Company paid post-closing acquisition costs of $0.3 million, resulting in a total of $82.9 million paid in cash for the acquisition, net of cash acquired. As further described in Note 6, the activities of Prenda Fácil are included in the results of the Company’s retail services segment.

Primary Innovations, LLC

          Pursuant to its business strategy of expanding its reach into new markets, the Company, through its wholly-owned subsidiary, Primary Cash Holdings, LLC (now known as Primary Innovations, LLC, or “Primary Innovations”), on July 23, 2008, purchased substantially all the assets of Primary Business Services, Inc., Primary Finance, Inc., Primary Processing, Inc. and Primary Members Insurance Services, Inc. (collectively, “PBSI”), a

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

group of companies in the business of, among other things, providing loan processing services for, and participating in receivables associated with, a bank issued MLOC made available by the bank on certain stored-value debit cards the bank issues. The Company paid approximately $5.6 million in cash, of which approximately $4.9 million was used to repay a loan that the Company had made to PBSI, and transaction costs of approximately $0.3 million. The Company also agreed to pay up to eight supplemental earn-out payments during the four-year period after the closing. Through the end of the current period, the Company has made supplemental payments of approximately $4.8 million. The amount of the February 2010 payment and each subsequent supplemental payment is to be based on a multiple of 3.5 times the earnings attributable to Primary Innovations’ business, as defined in the Asset Purchase Agreement, for the twelve month period ending on the scheduled supplemental payment measurement date, reduced by amounts previously paid. The third supplemental payment of approximately $18.9 million is based on earnings through June 30, 2010 and is payable within approximately 45 days after June 30, 2010. The Company has included this amount in “Accrued supplemental acquisition payment” as of June 30, 2010. All of the supplemental payments associated with the earn-out will be accounted for as goodwill and will be payable in cash. The remaining supplemental payments will be calculated as described above based on measurement dates of each December 31 and June 30 through June 30, 2012, with each payment, if any, due approximately 45 days after the measurement date. The total of all payments to the sellers cannot exceed $50.0 million pursuant to the terms of the asset purchase agreement. As further described in Note 6, the activities of Primary Innovations are included in the results of the Company’s e-commerce segment.

Other

          During the first quarter of 2010, the Company acquired three domestic retail services locations for approximately $1.9 million.

3.     Allowances and Accruals for Losses on Consumer Loans

          In order to manage the portfolio of consumer loans effectively, the Company utilizes a variety of underwriting criteria, monitors the performance of the portfolio and maintains either an allowance or accrual for losses on consumer loans (including fees and interest) at a level estimated to be adequate to absorb credit losses inherent in the portfolio. The portfolio includes balances outstanding from all consumer loans, including short-term single payment loans, receivables acquired through the MLOC services channel, and multi-payment installment loans. In addition, the Company maintains an accrual for losses related to loans guaranteed under CSO programs. The allowance for losses on Company-owned consumer loans offsets the outstanding loan amounts in the consolidated balance sheets. See Note 1 for a discussion of the Company’s consumer loan products.

          The Company stratifies the outstanding combined consumer loan portfolio by age, delinquency, and stage of collection when assessing the adequacy of the allowance or accrual for losses. It uses historical collection performance adjusted for recent portfolio performance trends to develop the expected loss rates used to establish either the allowance or accrual. Increases in either the allowance or accrual are recorded as a consumer loan loss provision expense in the consolidated statements of income. The Company charges off all consumer loans once they have been in default for 60 days, or sooner if deemed uncollectible. Recoveries on losses previously charged to the allowance are credited to the allowance when collected.

          The allowance deducted from the carrying value of consumer loans was $36.7 million, $22.2 million, and $27.4 million at June 30, 2010 and 2009, and December 31, 2009, respectively. The accrual for losses on consumer loan guaranty obligations was $3.3 million, $2.1 million and $2.9 million at June 30, 2010 and 2009 and December 31, 2009, respectively, and is included in “Accounts payable and accrued liabilities” on the Company’s balance sheet.

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

          The components of Company-owned consumer loans and receivables at June 30, 2010 and 2009, and December 31, 2009 were as follows (in thousands):

			June 30,							December 31,
			2010				2009				2009
Consumer loans and fees receivable		$	116,424			$	95,578			$	107,765
Loans purchased under guarantees			17,402				11,150				16,821
Loans purchased under participation agreements			18,192				5,245				11,553
Company-owned consumer loans and fees receivable, gross			152,018				111,973				136,139
Less: Allowance for losses			36,723				22,163				27,350
Consumer loans and fees receivable, net		$	115,295			$	89,810			$	108,789

          Changes in the allowance for losses for the Company-owned portfolio and the accrued loss for third-party lender-owned portfolios during the three and six months ended June 30, 2010 and 2009 were as follows (in thousands):

		Three Months Ended								Six Months Ended
			June 30,								June 30,
			2010				2009				2010				2009
Allowance for losses for Company-owned consumer loans:
Balance at beginning of period		$	25,823			$	17,278			$	27,350			$	21,495
Consumer loan loss provision			43,902				28,641				78,446				54,028
Charge-offs			(38,591	)			(28,215	)			(82,833	)			(63,141	)
Recoveries			5,589				4,459				13,760				9,781
Balance at end of period		$	36,723			$	22,163			$	36,723			$	22,163
Accrual for third-party lender-owned consumer loans:
Balance at beginning of period		$	2,293			$	1,522			$	2,944			$	2,135
Increase (decrease) in loss provision			1,032				537				381				(76	)
Balance at end of period		$	3,325			$	2,059			$	3,325			$	2,059

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.     Earnings Per Share Computation

          Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by giving effect to the potential dilution that could occur if securities or other contracts to issue common shares were exercised and converted into common shares during the period. Restricted stock units issued under the Company’s equity plans are included in diluted shares upon the granting of the awards even though the vesting of shares will occur over time.

          The following table sets forth the reconciliation of numerators and denominators for the basic and diluted earnings per share computation for the three and six months ended June 30, 2010 and 2009 (in thousands, except per share amounts):

		Three Months Ended								Six Months Ended
			June 30,								June 30,
			2010				2009				2010				2009
Numerator:
Net income attributable to Cash America International, Inc.		$	20,889			$	16,607			$	52,922			$	40,518
Denominator:
Total weighted average basic shares (1)			29,655				29,804				29,671				29,785
Effect of shares applicable to stock option plans			138				266				150				248
Effect of restricted stock unit compensation plans			412				445				407				434
Effect of convertible debt(2)			1,460				-				1,473				-
Total weighted average diluted shares			31,665				30,515				31,701				30,467
Net income – basic		$	0.70			$	0.56			$	1.78			$	1.36
Net income – diluted		$	0.66			$	0.54			$	1.67			$	1.33

                   There were no anti-dilutive shares for the three and six months ended June 30, 2010 and 2009.

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.     Long-Term Debt

          The Company’s long-term debt instruments and balances outstanding at June 30, 2010 and 2009, and December 31, 2009 were as follows (in thousands):

			Balance at
			June 30,								December 31,
			2010				2009				2009
USD line of credit up to $300,000 due 2012		$	139,799			$	183,296			$	189,663
GBP line of credit up to £7,500 due 2009			-				8,226				-
6.21% senior unsecured notes due 2021			25,000				25,000				25,000
6.09% senior unsecured notes due 2016			35,000				35,000				35,000
6.12% senior unsecured notes due 2012			40,000				40,000				40,000
7.26% senior unsecured notes due 2017			25,000				-				-
Variable rate senior unsecured note due 2012			31,920				38,000				38,000
5.25% convertible senior unsecured notes due 2029			102,818				100,275				101,520
Total debt		$	399,537			$	429,797			$	429,183
Less current portion			25,493				14,306				25,493
Total long-term debt		$	374,044			$	415,491			$	403,690

          The Company’s $300.0 million domestic line of credit (the “USD Line of Credit”) matures in March 2012. Interest on the USD Line of Credit is charged, at the Company’s option, at either the London Interbank Offered Rate (“LIBOR”) plus a margin or at the agent’s base rate. The margin on the USD Line of Credit varies from 0.875% to 1.875% (1.125% at June 30, 2010), depending on the Company’s cash flow leverage ratios as defined in the amended agreement. The Company also pays a fee on the unused portion ranging from 0.25% to 0.30% (0.25% at June 30, 2010) based on the Company’s cash flow leverage ratios. The weighted average interest rate (including margin) on the USD Line of Credit at June 30, 2010 and 2009 and December 31, 2009 was 1.67%, 1.77% and 1.91% respectively.

          At June 30, 2010 and 2009, borrowings under the Company’s USD Line of Credit consisted of three pricing tranches with maturity dates ranging from one to 30 days, respectively. However, pursuant to the credit agreement, the Company routinely refinances these borrowings within this long-term facility. Therefore, these borrowings are reported as part of the line of credit and as long-term debt. The Company had outstanding letters of credit of $15.9 million at June 30, 2010, which are considered usage under the Company’s USD Line of Credit for purposes of determining available borrowings under that line of credit, but are excluded from the long-term debt balance in the consolidated balance sheet.

          In December 2008, the Company issued $38.0 million of senior unsecured long-term variable rate notes, due in November 2012 pursuant to a Credit Agreement dated November 21, 2008. Interest is charged, at the Company’s option, at either LIBOR plus a margin of 3.50% or at the agent’s base rate plus a margin of 3.50%. Beginning March 31, 2010, the notes became payable in quarterly installments of $3.0 million, and any outstanding principal will be due at maturity in November 2012. The notes may be prepaid at the Company’s option anytime after November 20, 2009 without penalty. The weighted average interest rate (including margin) on the $38.0 million term notes at both June 30, 2010 and 2009 was 3.88% and at December 31, 2009 was 3.75%.

          On May 19, 2009, the Company completed the offering of $115.0 million aggregate principal amount of 5.25% Convertible Senior Notes due May 15, 2029 (the “2009 Convertible Notes”). The 2009 Convertible Notes are senior unsecured obligations of the Company. The 2009 Convertible Notes bear interest at a rate of 5.25% per

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

year, payable semi-annually on May 15 and November 15 of each year. The 2009 Convertible Notes will be convertible, in certain circumstances, at an initial conversion rate of 39.2157 shares per $1,000 aggregate principal amount of 2009 Convertible Notes (which is equivalent to a conversion price of approximately $25.50 per share), subject to adjustment upon the occurrence of certain events, into either, at the Company’s election: (i) shares of common stock or (ii) cash up to their principal amount and shares of its common stock with respect to the remainder, if any, of the conversion value in excess of the principal amount. The Company may not redeem the 2009 Convertible Notes prior to May 14, 2014. The Company may, at its option, redeem some or all of the 2009 Convertible Notes on or after May 15, 2014 solely for cash. Holders of the 2009 Convertible Notes will have the right to require the Company to repurchase some or all of the outstanding 2009 Convertible Notes, solely for cash, on May 15, 2014, May 15, 2019 and May 15, 2024 at a price equal to 100% of the principal amount plus any accrued and unpaid interest.

          As of June 30, 2010, the principal amount of the 2009 Convertible Notes was $115.0 million, the carrying amount was $102.8 million, and the unamortized discount was $12.2 million. As of June 30, 2010, the carrying amount of the equity component recorded as additional paid-in capital was $9.4 million, net of deferred taxes and equity issuance costs. Accumulated amortization related to the 2009 Convertible Notes was $3.6 million as of June 30, 2010. The 2009 Convertible Notes have an effective interest rate of 8.46%. The non-cash interest expense recognized in the Company’s consolidated statements of income was $0.8 million and $1.6 million for the three and six months ended June 30, 2010, respectively, and $0.4 million for both the three and six months ended June 30, 2009.

          In connection with the issuance of the 2009 Convertible Notes, the Company incurred approximately $3.9 million in issuance costs, which primarily consisted of underwriting fees, legal and other professional expenses. These costs are being amortized to interest expense over five years. The unamortized balance of these costs at June 30, 2010 is included in the Company’s consolidated balance sheet.

          On January 28, 2010, the Company issued and sold $25.0 million aggregate principal amount of its 7.26% senior unsecured notes (the “2017 Notes”) due January 28, 2017 in a private placement pursuant to a note purchase agreement dated January 28, 2010 by and among the Company and certain purchasers listed therein (the “Note Purchase Agreement”). The 2017 Notes are senior unsecured obligations of the Company. The 2017 Notes are payable in five annual installments of $5.0 million beginning January 28, 2013.

          See Note 10 for a discussion of the Company’s interest rate cap agreements.

          Each of the Company’s credit facility agreements and senior unsecured notes require the Company to maintain certain financial ratios. As of June 30, 2010, the Company is in compliance with all covenants or other requirements set forth in its debt agreements.

6.     Operating Segment Information

          During the second quarter of 2010, the Company renamed its Internet Services Division as the E-Commerce Division and realigned its operating segments into two reportable segments: retail services and e-commerce. The retail services segment covers all of the operations of the Company’s Retail Services Division, which is comprised of both domestic and foreign storefront locations that offer some or all of the following services: pawn lending, consumer loans, check cashing and other ancillary services such as money orders, wire transfers and pre-paid debit cards. (Most of these ancillary services are provided through third-party vendors.) The e-commerce segment covers all of the operations of the Company’s E-Commerce Division, which is comprised of the Company’s domestic and foreign online channel (which covers the Company’s internet lending activities, as well as online gold buying activities and other ancillary services) and the Company’s MLOC services

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

channel. The segment realignment was in response to a number of changing factors within the Company’s business. First, the Company’s business strategy at retail services locations now emphasizes a broad array of products such as pawn loans, gold buying, and consumer loans in most locations, such that the previously reported delineation of pawn and consumer loan-centric locations became obsolete. Second, the Company’s management performance assessment, allocation of resources, and operating decisions have migrated to a two segment structure with one Division President overseeing retail services activities and another Division President overseeing e-commerce activities. Third, the Company’s e-commerce products have expanded and now include activities such as MLOC services and online gold buying. Financial information for prior years reflects the current segment structure.

          The Company allocates corporate administrative expenses to each operating segment based on personnel expenses at each segment. In the e-commerce segment, certain administrative expenses are allocated between the domestic and foreign components based on the amount of loans written for each geographic location. For comparison purposes, all prior periods in the tables below reflect the current classification of administrative and operating expenses.

			Retail Services(1)												E-Commerce(2)
		Domestic				Foreign				Total				Domestic				Foreign				Total					Consolidated
Three Months Ended June 30, 2010
Revenue
Pawn loan fees and service charges		$	51,080			$	8,427			$	59,507			$	-			$	-			$	-			$	59,507
Proceeds from disposition of merchandise			113,850				-				113,850				-				-				-				113,850
Consumer loan fees			26,782				-				26,782				67,277				21,806				89,083				115,865
Other			2,616				41				2,657				202				-				202				2,859
Total revenue			194,328				8,468				202,796				67,479				21,806				89,285				292,081
Cost of revenue – disposed merchandise			70,417				-				70,417				-				-				-				70,417
Net revenue			123,911				8,468				132,379				67,479				21,806				89,285				221,664
Expenses
Operations			72,955				4,665				77,620				16,634				7,677				24,311				101,931
Consumer loan loss provision			5,019				-				5,019				29,466				10,449				39,915				44,934
Administration			10,926				2,194				13,120				8,948				3,378				12,326				25,446
Depreciation and amortization			6,954				1,231				8,185				1,959				71				2,030				10,215
Total expenses			95,854				8,090				103,944				57,007				21,575				78,582				182,526
Income (loss) from operations		$	28,057			$	378			$	28,435			$	10,472			$	231			$	10,703			$	39,138
As of June 30, 2010
Total assets		$	800,774			$	119,137			$	919,911			$	332,809			$	47,767			$	380,576			$	1,300,487
Goodwill										$	303,476											$	210,282			$	513,758

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

			Retail Services(1)												E-Commerce(2)
		Domestic				Foreign				Total				Domestic				Foreign				Total					Consolidated
Three Months Ended June 30, 2009
Revenue
Pawn loan fees and service charges		$	47,373			$	6,907			$	54,280			$	-			$	-			$	-			$	54,280
Proceeds from disposition of merchandise			110,173				-				110,173				-				-				-				110,173
Consumer loan fees			27,330				-				27,330				49,715				7,557				57,272				84,602
Other			2,871				65				2,936				390				-				390				3,326
Total revenue			187,747				6,972				194,719				50,105				7,557				57,662				252,381
Cost of revenue – disposed merchandise			71,534				-				71,534				-				-				-				71,534
Net revenue			116,213				6,972				123,185				50,105				7,557				57,662				180,847
Expenses
Operations			70,071				3,127				73,198				10,186				3,011				13,197				86,395
Consumer loan loss provision			4,558				-				4,558				21,026				3,594				24,620				29,178
Administration			12,147				1,574				13,721				8,065				895				8,960				22,681
Depreciation and amortization			7,621				903				8,524				1,860				9				1,869				10,393
Total expenses			94,397				5,604				100,001				41,137				7,509				48,646				148,647
Income (loss) from operations		$	21,816			$	1,368			$	23,184			$	8,968			$	48			$	9,016			$	32,200
As of June 30, 2009
Total assets		$	782,367			$	111,207			$	893,574			$	277,243			$	15,808			$	293,051			$	1,186,625
Goodwill										$	298,370											$	195,478			$	493,848

			Retail Services(1)												E-Commerce(2)
		Domestic				Foreign				Total				Domestic				Foreign				Total					Consolidated
Six Months Ended June 30, 2010
Revenue
Pawn loan fees and service charges		$	101,942			$	15,846			$	117,788			$	-			$	-			$	-			$	117,788
Proceeds from disposition of merchandise			255,733				-				255,733				-				-				-				255,733
Consumer loan fees			54,326				-				54,326				129,911				40,070				169,981				224,307
Other			6,723				74				6,797				518				-				518				7,315
Total revenue			418,724				15,920				434,644				130,429				40,070				170,499				605,143
Cost of revenue – disposed merchandise			160,362				-				160,362				-				-				-				160,362
Net revenue			258,362				15,920				274,282				130,429				40,070				170,499				444,781
Expenses
Operations			146,053				8,408				154,461				30,413				13,576				43,989				198,450
Consumer loan loss provision			8,005				-				8,005				52,879				17,943				70,822				78,827
Administration			23,382				4,173				27,555				17,200				6,239				23,439				50,994
Depreciation and amortization			14,498				2,374				16,872				3,931				130				4,061				20,933
Total expenses			191,938				14,955				206,893				104,423				37,888				142,311				349,204
Income from operations		$	66,424			$	965			$	67,389			$	26,006			$	2,182			$	28,188			$	95,577
As of June 30, 2010
Total assets		$	800,774			$	119,137			$	919,911			$	332,809			$	47,767			$	380,576			$	1,300,487
Goodwill										$	303,476											$	210,282			$	513,758

CASH AMERICA INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

			Retail Services(1)												E-Commerce(2)
		Domestic				Foreign				Total				Domestic				Foreign				Total					Consolidated
Six Months Ended June 30, 2009
Revenue
Pawn loan fees and service charges		$	93,869			$	13,370			$	107,239			$	-			$	-			$	-			$	107,239
Proceeds from disposition of merchandise			239,933				-				239,933				-				-				-				239,933
Consumer loan fees			54,042				-				54,042				97,555				13,313				110,868				164,910
Other			7,657				134				7,791				600				-				600				8,391
Total revenue			395,501				13,504				409,005				98,155				13,313				111,468				520,473
Cost of revenue – disposed merchandise			154,036				-				154,036				-				-				-				154,036
Net revenue			241,465				13,504				254,969				98,155				13,313				111,468				366,437
Expenses
Operations			140,959				5,538				146,497				20,331				5,089				25,420				171,917
Consumer loan loss provision			8,442				-				8,442				38,822				6,688				45,510				53,952
Administration			24,778				3,054				27,832				14,475				1,848				16,323				44,155
Depreciation and amortization			15,408				1,731				17,139				3,577				18				3,595				20,734
Total expenses			189,587				10,323				199,910				77,205				13,643				90,848				290,758
Income (loss) from operations		$	51,878			$	3,181			$	55,059			$	20,950			$	(330	)		$	20,620			$	75,679
As of June 30, 2009
Total assets		$	782,367			$	111,207			$	893,574			$	277,243			$	15,808			$	293,051			$	1,186,625
Goodwill										$	298,370			$								$	195,478			$	493,848