FINOVA, LEUCADIA, WINTER 2010:

MISTER CUMMING’S MAGIC FORMULAS ROLL ON

---FINOVA’S FOUR MAJOR ‘POSITIVES’ SINCE A YEAR AGO

-“BEI JEFFVEST”; A SUBSIDIARY OF A SUBSIDIARY OF A SUBSIDIARY BUYS 766,000

SHARES OF JEFFERIES

-FOGGY MEMORY 101; WHY MISTER CUMMING WAITED UNTIL OCTOBER FIRST TO
CLOSE THE AMERICREDIT DEAL

-FAMOUS TAX EXPERT WRITES BACK TO LITTLE OL’ GREGORY; WHEN IS AN NOL
“EXTINGUISHED”?

-LEUCADIA ANNUAL MEETING 2010: ASKING ABOUT BERKADIA/CAPMARK AND

FINOVA’S NOL

-WHY IS BERKADIA HEADQUARTERED IN HORSHAM, PA, BUT INCORPORATED IN

ARIZONA?

-THE LAST MAN ‘STANDING’: “FINOVA RESORT ASSETS COMPANY, L.L.C”; ALIVE
AND “IN GOOD STANDING” IN ARIZONA

-IS FINOVA WORTH $13 PER SHARE? JOE TWELVEPACK’S ENTIRELY PLAUSIBLE
THEORY

-MY INANE, PARANOID FANTASY ABOUT BEING SPIED-UPON AT THE BARNSTABLE

COUNTY FAIR

Good Afternoon, Citizens of Earth!

It gives me great pleasure, and indigestion, to present my latest offering to the cluttered wasteland
of financial pseudo-journalism. This time, I believe I have reached an unprecedented level of absurdity, as
I’m sure you were all expecting. But I’ve also included cold, hard facts about Leucadia’s sale of ACF to
GM. Now that’s a helluva transaction. Wow!

As always, you can send your criticisms, reviews, scolds, and counter-opinions to
grdmilton@gmail.com.

We are also interested in hearing from Finova Common Shareholders, because we’d just love to
know where the other 50% of the stock is. While we understand that you may choose not to reveal
yourselves, we are still committed to keeping all Finova Common Shareholders informed and aware. We
don’t want anyone to be hoodwinked into giving it up for a nickel, if we can help it. (Be sure to thank me
in advance, by offering to buy me a lahj Italian with everything, no oil, extra hots).
 For the truly bored, today’s essay also contains a ‘transcript’ of the (limited) conversations I had
with Mister Cumming and Mister Mara at the 2010 Leucadia meeting. I figured that I should balance the
inanity of my GPS fantasy with some facts about events that really happened…right? As always, I
pestered them about Finova, and as always, they were curt and uninformative. I’m pretty sure that neither
of them used more than five real words, preferring instead to grunt at me like cud-munching bovines. I
did score one gem from Mister Mara, but his blank stare basically scared me away. He is one sinister-
lookin’ cowboy, y’all.

Hey, at least I tried…

This time, please take me with a massive grain of salt. This time, I’m lost in a world of delusional
conspiracy theories and imagined demons. This time, Mister Cumming has become more to me than just
a mentor and idol. This time, he actually followed me through the sheep-shearing and chainsaw-carving
pits of the Barnstable County Fair. Not in person, though, but by way of GPS coordinates from my cell
phone, private eyes from Krol, and slightly bribed Mexican midway-men. And yes, I do believe he was
riding in an invisible helicopter.

No, really! It must be true! Why else would he have picked that day? The one and only day in
weeks, if not months, that I was off the computer completely? Why would he have picked that day to
announce the sale of his position in Americredit to General Motors? And to the tune of some $404.7
million in tax-free profit, by way of Leucadia subsidiaries that are using NOL’s from 16 years ago? Did
he verify that I was not connected to the web, and seated way down front for the Monster Trucks, before
launching this news? Did he hire a Krol Troll to follow me around the chicken coops and pig shows on
that day in Mashpee?

Couldn’t he have announced it the day before?

Nope.

Or the day after?

Nope.

This bombshell had to be issued right as I bit into my first fried dough (of many). He had to make sure I
was off the radar, disconnected, hoping I’d miss the news.

After all, why did he wait until I was on the Ferris wheel, at the very top, at 13:22:20 in the afternoon, to
launch this almost unbelievable statement? (And I quote):

“On July 21, 2010, Leucadia National Corporation (“Leucadia”) and certain of
its subsidiaries (collectively, the “Leucadia Parties”) entered into a Shareholder Support and
Voting Agreement by and among General Motors Holding LLC and Goalie Texas Holdco Inc.
(collectively, the “Goalie Parties”)…The Shareholder Support Agreement provides that the
Leucadia Parties will vote all Common Stock beneficially owned by the Leucadia Parties in
favor of the proposed merger of Goalie Texas Holdco Inc., a wholly owned subsidiary of
General Motors Holding LLC, with and into AmeriCredit Corp. (the “Merger”)…Pursuant to
the Merger, shareholders of AmeriCredit Corp. will receive $24.50 per share for each share of
outstanding Common Stock of AmeriCredit Corp.
 …consummation of the Merger…is expected to close by the end of the fourth quarter of
2010. If consummated, Leucadia will receive aggregate consideration of $830,560,780 for its
33,900,440 shares of AmeriCredit Corp. common stock. Leucadia accounts for its investment in
AmeriCredit Corp. at fair value, with any unrealized gains or losses recognized in the
consolidated statement of operations. As of June 30, 2010, the Company had recorded a
cumulative net unrealized gain on its investment in AmeriCredit Corp. of $191,800,000; if
consummated the transaction will result in the recognition of an additional gain of
$212,900,000…Shareholder Support and Voting Agreement dated as of July 21, 2010 among
General Motors Holdings LLC, Goalie Texas Holdco Inc., Leucadia National Corporation,
Phlcorp, Inc., Baldwin Enterprises, Inc., BEI Arch Holdings, LLC and BEI-Longhorn, LLC.”

Now, of course I added the red color to emphasize the really wicked cool parts, and lo
and behold; there are our old, dear friends, Baldwin Enterprises Inc. and PHLCorp!

Longtime followers of my silly columns know these two entities intimately. A quick
reminder, though, that Baldwin and PHLCorp are the 17-year-old empty shells that Leucadia
has kept open and registered the whole time, right up to the present. This is so NOL’s which
were racked up in 1993, or whenever, dude, ARE STILL AVAILABLE, AND ARE STILL BEING
USED, TODAY, IN 2010, TO SHIELD LEUCADIA’S INCOME FROM
TAXES !!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!

And this, my friends, is how Leucadia has managed to avoid federal income tax during
its entire 32 year life. Simply amazing, wouldn’t you agree?

Ok, Gregory, calm down now…let’s not staht spitting up on the keyboard…

I can hear it now…the Krol Troll offering a couple pesos to the Mexican Ferris-wheel
operator:

Krol Troll: “¿Me haría un favor?

Mexican: “Si, senor!”

Krol Troll: “¿Ve ese lumox grande allí con el pelo ridículo? “

Mexican: “Si, senor…”

Krol Troll: “Deseo que déme una señal.”

Mexican: “Si, senor…”

Krol Troll: “un dedo significa "sí", dos medios de dedos “no”, y tres medios de dedos
"Gregorio ha entrado la tienda de Aves de rapiña".

Mexican: “¿Y entonces qué?

 Krol Troll: “Entonces, mientras Gregorio está en la Tierra de La-La, el Señor Cumming
puede reportear $404 millones en el impuesto libertan ganancia.”

FINOVA’S FOUR MAJOR POSITIVES SINCE A YEAR AGO

1) Clarification Motion and all its silly appeals have ended

First, we must give high marks to the Equity Committee for the valiance of their efforts. We are
none-the-less glad that this pursuit, which began in 2004, finally closed down. It would have been nice for
Finova common stockholders to extract the $82 million, but that wasn’t to be. Happily, the end of this
case brought us to:

2) “Final Decree” filed in Delaware Bankruptcy Court during last week of December 2009

Remember that Judge Walsh of the DE Chapter 11 Court had maintained control and jurisdiction
over any and all matters related to Finova and the aftermath of the original Chapter 11 cases from 2001.
The last distraction for the Company and the Court was the Clarification Motion, and once that was
resolved, Finova filed the “Final Decree”. (No surprise that this was filed in between Christmas and New
Years Eve; typical technique for ensuring that no one is paying any attention.) This means that the
original Finova Chapter 11 cases are now closed, so that Judge Walsh no longer has any control over
Finova, or Finova’s future!

3) Senior Notes have matured, without restructuring; we are in default, but what’s happening in the
aftermath? What do you call a deer with no eyes?

Considering that 2009 was a banner year for debt restructurings, we find it interesting that
Finova’s debt barreled headlong into default, and not a word was ever mentioned anywhere. No press, no
disgruntled creditors, no activists, no negotiations…nothing! In our diligent and thorough searches of the
entire EDGAR database, we found very few holders of such debt. Most times we found a few thousand
dollars’ worth, held by some generic funds, but we never located any significant-sized quantities. Our
inquiries to Bank of New York Mellon’s Bondholder Relations Department turned up almost no
information, nor did calls to DTC, who disbursed Finova’s remaining cash. We suspect that Finova
Senior Note holders received about 8 cents, because Finova was left with about $110M in cash, and had
$1.4B in principal on the notes at maturity. We know that Berkshire Hathaway owned at least 14% of
such notes, and we think they may have increased that stake substantially over the years. We can’t be sure
though, because Marc Hamburg certainly isn’t taking any of my calls. So, are we in the midst of a
contentious default negotiation, a plain-vanilla bond maturity/payout, or some really clever restructuring
that lets Bondholders participate in the NOL? You tell me…because I have no-eye-deer whatsoever.

4) The ‘Sinister Cowboy’, Tom Mara, told me that Recomm, and all its baggage, has finally ended

Since 1993 or 1994, Finova had been fighting against a multitude of plaintiffs in a sprawling set
of cases that we’ll collectively refer to as “Recomm”. In short, Recomm was a company that made LCD
display screens that showed a rolling series of advertisements. Recomm rented these screen/displays to
pharmacies, veterinarians, animal hospitals, and doctors’ offices. Finova was Recomm’s lender. Then, in
the mid 90’s, Recomm failed and filed Chapter 11. Finova then assumed all of the Recomm leases.

In some cases, the equipment malfunctioned, and in other cases, the lessees said they never
received notification from their ‘new’ lessor, Finova, as to where they were supposed to send their
payments. Therefore, many Recomm lessees simply stopped making their payments. Then Finova began
suing them. (You can find plenty of such case material simply by typing “Finova Recomm” into yaw
favorite browsa.) We’ve heard that Mister Cumming and his team at Finova were extremely aggressive in
pursuing these contractual amounts. In fact, most of the Recomm lessees were mom-and-pop stores
throughout the U.S., and many of the contracts were for really, really, really, small potatoes. Like,
between $15,000 and $22,000 was typical. Why Finova pursued them with such vehemence is beyond us,
but that’s what happened.

This litany of litigation lasted right up through February 2010, and you can see the case from
some animal hospital in Arkansas, if you just take a quick look.

So at the Leucadia annual meeting in May of 2010, I axed Tom Mara about Recomm, and he
basically barked at me that it was “all done” and “all over”. I pestered him about the Chester Pharmacy in
VT, the Arkansas animal hospital, and the wacky Missouri lawyer, L. Beard. Tom Mara was abrupt but
insistent that Recomm was over, once and for all. Naturally, I badgered him for a moment more, as is my
nature, but his point was emphatic, and I absolutely believed him.

In summary, these “Four Major Positives” were thorns in Finova’s side just a year ago, and now
they’ve moved (mostly) toward resolution. Like clearing the decks, or purging the souls. These issues
were cracks in Finova’s hull, but now these cracks have been (mostly) sealed, and Finova is that much
stronger…and less distracted.

This is good!

“BEI JEFFVEST”; A SUBISIDIARY OF A SUBSIDIARY OF A SUBSIDIARY BUYS 766,000

SHARES OF JEFFERIES

Between October 18th and November First of this year (2010), a new Leucadia subsidiary
acquired 766,000 shares of Jefferies common stock (JEF). This new subsidiary, “BEI Jeffvest”, first
appeared in Leucadia’s list of subsidiaries on February 26 of 2010. Here’s the pertinent footnote from one
of the Form 4’s:

“Reflects shares of Jefferies Group, Inc. common stock directly owned by BEI Jeffvest, LLC
("Jeffvest") and indirectly owned by Baldwin Enterprises, Inc. ("Baldwin"), Phlcorp, Inc. ("Phlcorp"),
and Leucadia National Corporation ("Leucadia"). Jeffvest is a wholly-owned subsidiary of Baldwin,
Baldwin is a wholly-owned subsidiary of Phlcorp, and Phlcorp is a wholly-owned subsidiary of
Leucadia.”
 Now, I’m not gonna blather all day about Baldwin Enterprises Inc and PHLCorp. I mean, really!
You people know those stories like the back of your ham. But it should be plainly obvious by now that
these empty shells are the secret to Leucadia’s success. These same shells were used to buy
Americredit, and then sell Americredit. Buy Level Three, and then sell Level Three. Same shells, same
technique. Now do you get it, faw Chryse’ Sake ?!?!?!?!?!?!

FOGGY MEMORY 101: LEUCADIA/AMERICREDIT DEAL CLOSED ON OCTOBER 1…

…SO YOU’LL HAVE COMPLETELY FORGOTTEN ABOUT IT BY FEBRUARY 26TH OF NEXT

YEAR

Hopefully you recall that the announcement of the sale of Americredit to GM took place on July 21,
2010, and at the time they said this:

“…consummation of the Merger…is expected to close by the end of the fourth quarter of
2010.”

And then, on October 5th, the “Reporting Persons” issued this statement, as a footnote to their Schedule
13D Americredit filing:

“On October 1, 2010, the Reporting Persons ceased to own any shares of Common Stock of the Company
as a result of the consummation of a merger transaction pursuant to which the Company became a
wholly-owned indirect subsidiary of General Motors Company. Pursuant to the merger, the Reporting
Persons received $24.50 per share for their 33,900,440 shares of Common Stock.”

Maybe thistle sound like a crazy conspiracy theory, but I believe that Leucadia timed this so they don’t
have to include it in third quarter 2010 earnings, but instead tuck it neatly into fourth quarter earnings.
Like, why didn’t it close in August…or September? And why was it done on exactly the first day of the
new quarter?

This way, it won’t be officially reported/included until the end of next February, which is when Leucadia
will release its next 10-K.

By that time, Americredit will be but a distant, foggy mammary.

They are clever devils, aren’t they?

LEUCADIA ANNUAL MEETING 2010: ASKING THE MANAGEMENT ABOUT BERKADIA,

CAPMARK, AND FINOVA’S NOL

As best as I can, I shall now attempt to ‘transcribe’ the brief conversations I had with Mister
Cumming and Mister Mara at the 2010 meeting in New York. I regret that I did not speak to Mister
Steinberg, especially since Mister Cumming insisted that I do so. Mister Steinberg was basically sprinting
away from me, or was he slithering? He bolted sideways through the seats, obviously recoiling at the
thought of me asking about Finova’s NOL. I must have really spooked him last year when I asked about
Allcity Insurance. Oh, well:

Gregory: “Hello Mister Cumming. I’m Gregory, the guy from Milton that always asks about Finova.”

Cumming: “Y’know we’re winding that down, right?”

Gregory: Yes, Mister Cumming, and I also know that Section 278 of the Delaware Corporate Code keeps
you open for an additional three years, minimum, after you file a Certificate of Dissolution, right?”

Cumming: “yeah”

Gregory: “I also know that you can revoke the dissolution just as easily, right?”

Cumming: (just grunts)

Gregory: “Mister Cumming, out of respect to you, I did not make a spectacle this year by standing up and
asking Finova questions in front of the whole crowd. I just want you to understand that I am not a gadfly,
or an antagonist. I consider you a mentor, and I’m here in awe, out of respect to your brilliant technique. I
know you’re very busy; you told us you’ve got to catch a flight to Perth. So I’ll be brief: sir, now that
Berkadia owns Capmark and its $235 billion portfolio, and is obviously a large and successful company,
why wouldn’t Berkadia buy the remainder of Finova Common Stock that it does not already own, in
order to derive the full benefit of Finova’s NOL and apply it against Berkadia’s earnings?

As I finish my question, Mister Cumming begins shaking his head, flailing his arms, and points to
Mister Steinberg, who is standing above and behind me;

Cumming: “Look, Greg, that’s a tax thing, and the guy you need to talk to is right over there! That’s the
tax guy, right there!”

Gregory: “Mister Cumming, I came to talk to you!”

Cumming: “That’s the guy, right over there, who you need to talk to!”

Gregory: “OK, Mister Cumming…just one last thing.”

Cumming: “Yuh?”

Gregory: “A friend wanted me to ask how you are making out against the phragmites.”

Cumming: “Good…good”.

Gregory: “OK, sir, we’ll see you next time.”

And just like that, we’re done. I know that he already isn’t taking me seriously, so why not ask
about the phragmites? He’s not going to answer any questions about Finova, and that’s that! At this point,
I turn to see Mister Steinberg, who is finishing up a conversation with some guy. I wasn’t even going to
bother trying to talk to him. I really should have, but I didn’t. (Hey, there’s always next year’s meeting,
which will be here before we know it.). His body-english suggested that he wasn’t thrilled to see me. That
was OK, because there went Tom Mara, by himself, making his way toward the exit. I followed:

Gregory: “Mister Mara? I’m Greg, the guy from Milton who always asks about Finova.”

Mara: “Yeah, hi Greg”

I then badgered him about Recomm (as you’ve read elsewhere in today’s lesson). Then I got to
the point:

Gregory: “Listen, I wouldn’t be bothering you guys about Finova if it weren’t for the NOL, but you guys
are Leucadia, and as you’ve demonstrated through Baldwin Enterprises Inc and PHLCorp, you guys are
the undisputed masters of the NOL technique! I come in peace, to congratulate you on 32 years of tax-
free genius! And in that light, I simply cannot believe that you, of all people, would let Finova’s NOL go
unused! And now that Berkadia owns Capmark, and it owns Finova…”

Mara: “Yeah, it owns fifty percent.”

Gregory: “Exactly!” “So why wouldn’t it buy the other fifty percent, so that it could derive the full benefit
of Finova’s NOL?”

Mara: “Listen, Greg…I’ll have to get back to you on that. That’s a tax thing, and I’d need to check with
the tax guys.”

I tried not to laugh, as he repeated exactly what Mister Cumming had said five minutes earlier. I
then slipped a crumbled-up piece of yellow notepaper into his hand. It had my name and phone number.
He already didn’t (doesn’t?) take me seriously, so what good would a business card do?

Gregory: “Mister Mara, I could be a shepherd and bring in a whole bunch of that Finova common stock
for you, but only if you treat us with respect. We know that you could pay us two dollars per share,
because it’s actually worth $3.75, and maybe much more. I want the same thing you want, Mister Mara,
which is for Finova’s true value to be acknowledged! We could help you! So there’s my number. Call me
any time.”

When I was done, I said thank you and walked away, down to the corporate cafeteria, where five
Leucadia-Annual-Meeting-Geeks had a great lunch together. I went home perfectly satisfied, chortling to
myself that Mister Cumming and Mister Mara had said the exact same thing about having to “check with
the tax guys”! I’d just been brushed-off in a most telling way…to be continued, for sure.

IS FINOVA WORTH $13.00 PER SHARE? JOE TWELVEPACK’S ENTIRELY PLAUSIBLE

THEORY

Recently, while acting all Christmas-like, I decided to engage my long-time alter-ego and Finova
co-conspirator, Joe Twelvepack, in a healthy round of ‘Finova Annual Checkup’. This is where we
bounce ideas, fantasies, and assorted ridiculous Finova theories off each other. (Obviously this beats
staring at the phone, waiting for Mister Cumming or Mister Hamburg to call.)
 Mister Twelvepack, like me, has no formal training in finance and no Wharton MBA. In fact,
Mister Twelvepack, like me, has no degrees whatsoever. We none-the-less pride ourselves on our
‘outsider’ perspective on financial issues, and deservedly so; after all, how many Harvard lawyers and
Sloan MBA’s did it take to flush Lehman (and a third of the economy) down the toilet?

(We can only hope that they used their hoity-toity “CV’s” to wipe up after themselves; those
pieces of paper mightn’t be so useless after all!)

Aren’t we at least equally ‘smart’, whatever that means?

Anyway, Twelvepack recently lobbed an equation at me which (sort of) blew me away, proving
that it never hurts to have a second set of eyes. (Especially when your own are so clouded with Finova,
and other, delusions.)

Just consider this:

First, Berkadia’s 50% of Finova Common was created out of thin air, and given to Berkadia,
meaning that Berkadia’s cost basis in Finova is ZERO.

Second, for Berkadia to take control of Finova’s NOL, it needs to acquire 80% of Finova’s
common stock. It currently owns just 50%.

So, Finova’s total outstanding 122 million shares times .8 equals 97,600,000.

And if Berkadia wanted to go up to an 80% position in the stock, it would have to raise its current
stake from 61 million to 97.6 million, an increase of 36.6 million shares.

So, Joe Twelvepack surmises thusly:

TO TAKE CONTROL OF FINOVA’S NOL (BY INCREASING THEIR STAKE TO 80% OF

FINOVA), BERKADIA ‘ONLY’ NEEDS TO PURCHASE 36.6 MILLION SHARES

$1.7 BILLION NOL, TIMES .28 (CORPORATE TAX RATE), EQUALS $476,000,000

MY OLD WAY DIVIDES $476,000,000 INTO 122,000,000 COMMON SHARES AND

‘VALUES’ FINOVA AT $3.90 PER SHARE

JOE TWELVEPACK’S NEW WAY DIVIDES $476,000,000 INTO 36.6 MILLION COMMON
SHARES AND ‘VALUES’ FINOVA AT $13.00 PER SHARE

Now, this enormous benefit would only accrue to Berkadia itself, as we all understand by now.
Which is why there is only one logical buyer, and there has only ever been one logical buyer for the
remainder of Finova’s Common Stock: Berkadia itself, which is why it is so important for all of you to be
informed. When Mister Cumming comes a-courtin’, we will be able to respond in kind. Our quiver will
be well stocked with arrows pointed in the direction of Section 332 liquidation and inherited NOL’s, and
our protective shields will be made of tough, durable, nonsense-reflecting armour. Almost like a prom
date, we will be better prepared to play a little game of ‘hard-to-get’!
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------

--WHEN IS AN NOL “EXTINGUISHED”? FAMOUS TAX EXPERT WRITES BACK TO LITTLE

OL’ GREGORY

Section 332 is even better than section 382!!!

Dearest followers, I have come to understand that it is now my responsibility to have the latest
info on Finova. (Whatever that means) I’ve figured out that no one on the Earth is following the story like
I am, and now I’m on-the-hook to deliver something, anything, informative to you, the curious end-user.
(Thanks for your patience!)

As we learned in ‘Scary-Sounding Corporate Terminology’, ‘dissolution” and “going dark” are

some fairly creepy words, and these terms have haunted me for a year. The last Finova 10-q contained the
following scary statement, as you recall:

“In conjunction with the Company’s dissolution and future filing of final tax returns, the NOLs
will be extinguished. “

So for a year now, we’ve been agonizing over what this meant. Is Finova toast…or not?

But just in thyme for Christmas, I recently had a most miraculous correspondence with a widely-
known and highly regarded tax expert. I simply wrote to the guy, unannounced, out-of-the-blue. I’d never
know unless I gave it a shot, right? Incredibly, he wrote back to me almost immediately…twice! This
fellow is regularly quoted in all the major papers and magazines, so imagine my surprise…and gratitude!

Now, I’m sure there’s nothing proprietary here, and if Mister W* asks me to take down this
material, I’d gladly oblige. But I think he’s merely referred us to some known, existing parts of the tax
code, and by sharing this with you, we’re not giving away any magic secrets. Either way, I extend a very,
very, very grateful “THANK YOU” to Mister W* for his input. As you’ll see, this information provides
hope (and clarification) regarding a (potential) future for Finova…or any other company in the same
situation. Here is the correspondence, in its entirety:

GREGORY: “Dear Mister W*: My name is Greg*, and I am an independent investor who has read your
opinions in the WSJ. I don't have the luxury of affording your newsletter, although I have immense
respect for your work. I wrote to you last year, and asked you to look at some very silly stuff that I had
written about Finova/Berkadia/Berkshire Hathaway/Leucadia. It would not surprise me if you got a good
laugh out of it, but didn't take it too seriously. None the less, the story is more interesting now than ever
before, considering that LUK has sold its positions in Americredit (ACF) and Inmet (INM.TO), and has
recently (substantially) increased its position in Jefferies (JEF), all by way of "subsidiaries" that possess
significant 'tax attributes'. I find it remarkable that yesterday's WSJ makes no mention of LUK/Inmet
whatsoever; (maybe you agree that the WSJ isn't as great of a paper as it once was.)...but I digress.
Remember that LUK is using two 'old shells', Baldwin Enterprises Inc and PHLCorp, to buy and sell
ACF, JEF, and (from the past) Level Three (LVLT), all because Baldwin and PHL still have NOL's from
17 years ago that have yet to expire.

I'm hoping (beyond hope) that you might answer a very simple question for a longtime fan of yours, even
though I could probably never afford to be a 'real' customer of yours.

Simply, when does an NOL actually get "extinguished"?

You see, Finova filed its Certificate of Dissolution in Delaware one year ago this week, but speaking to
Mr. Mara and Mr. Cumming at this year's LUK meeting, neither of them denied that the NOL is still
there.

I know that section 278 of the Delaware code keeps an entity alive for (at least) three years after the
dissolution filing date, but I don't understand exactly when the NOL is extinguished; when it ceases to
exist. Is it upon the actual dissolution?

I told both Mr. Mara and Mr. Cumming that I found it impossible to believe that they, of all people,
would let Finova's $1.7 Billion NOL expire unused. I reminded them of their admission (to the crowd at
the meeting) that they haven't paid federal income tax in 32 years. Considering their technique with
Baldwin Enterprises Inc, and PHLCorp, I just cannot believe that they let Finova's NOL die on the vine.

I understand that you are very busy, and highly sought after, and that I am but a speck of anonymous dust
blowing in the wind, but if you saw it in the goodness of your heart to answer the simple question, I'd be
forever grateful. Maybe next May, when I come again to NY for the next LUK annual meeting, I could
buy you a sandwich as a token of my gratitude!

So, Mister W*, thanks again for taking the time to read my letter, and one final time: When does an NOL
get extinguished, and cease to exist?”

MISTER W*: Hi. An NOL is extinguished when the corporation "ceases to exist." Existence ends
when the corporation ceases business, dissolves, and retains no assets. It is entirely possible for a
corporation to remain in existence (and therefore retain its NOLs) even after its dissolution if the
corporation continues to own assets and/or engages in even minimal activities (such as prosecuting
and defending lawsuits) following the dissolution.

Even where the corporation ceases to exist, its NOLs can be inherited and taken into account by the
shareholder to which its property is distributed if the liquidation is one to which Sec. 332 of the Tax
Code applies. A liquidation is covered by Sec. 332 if the shareholder receiving the property distributed
in liquidation is another corporation which owns at least 80 percent of both the voting power and value
of the liquidating corporation's stock both on the date of adoption of the plan and at all times
thereafter until receipt of the property distributed in liquidation. See Sec. 381(a)(1). I would think, in
the situations you've cited, the NOLs are still available to shelter taxable income earned by the loss
corporations.”
GREGORY: “Thanks again! I am somewhat blown-away by the fact that you responded to my inquiry;
thank you a hundred times over for enlightening me about section 332! Of course, I'm now more confused
than ever, but delightedly so! But I have to wonder; our company, Finova, 'went dark' by filing Form 15 a
year ago.

Now, if ever there was a 'section 332' liquidation, where Finova was 'sold' or 'transferred' to an 80%
stockholder, would the public see a typical SC-TO filed with the SEC on EDGAR, reflecting a tender
offer? (Also, Berkadia currently owns 50% of Finova common, so if they tried to go up to 80% or more,
would we likewise see a SC-TO?) Or would it appear as a tombstone, anonymously buried in the back of
some newspaper, if even that much disclosure?

How would we (the public) ever know if a Sec. 332 distribution took place...is it similar to a tender?

Or does Form 15 (gone-dark status) allow them to tender completely 'under the radar', without filing a
SC-TO?

Thanks a million, Mister W*, I really appreciate your generosity with your time...and I'm sorry to be such
a pest!”

MISTER W*: “Hi. I don't believe the public would be apprised of a Sec. 332 liquidation. However, if
one of the 50 percent shareholders sought to increase its interest to at least 80 percent--with a view
towards positioning itself for a Sec. 332 liquidation--we would see a filing, a SC-TO.”

And that’s it, folks! In a few simple sentences, one of the most highly regarded experts on the subject(s)
of corporate tax and restructuring gives us plenty of hope that Berkadia could still take advantage of
Finova’s NOL, EVEN AFTER THE SO-CALLED’DISSOLUTION’ !!!!!!!!!!!

Doesn’t sound so scary now, does it?

-THE LAST MAN ‘STANDING’: “FINOVA RESORT ASSETS COMPANY, L.L.C” ALIVE AND
“IN GOOD STANDING” IN ARIZONA

So now we’re all wondering if Finova is engaged in the “minimal activities” that would keep the
company alive, as Mister W* described to us.

This led me to the Arizona Corporation Commission’s web site, and I found it very easy to navigate. As
of 13 December, 2010, there are 21 Finova entities listed. 15 of them have been moved into “history”
status, which is like a dump for inactive accounts. I called this office and they said that it is the State of
Arizona, and not the companies, that move these names to ‘history’. Kind of like a purge of the system
that takes place every so often.

The next page shows 5 current Finova listings, including the two parents, Finova Capital Corporation and
The Finova Group Inc. These are both shown as “not in good standing” because of a “withdrawal in
progress”. We expected this, because Finova only needs to be registered in one state, which, of course, is
Delaware. Finova had routinely described its withdrawal from all the other states, and we’re not surprised
that Arizona came second-to-last.

But wait! That leaves one company left; Finova Resort Assets Company, L.L.C.

Click the button, and lo-and-behold, THIS COMPANY IS STILL OPEN, AND “IN GOOD
STANDING”, AS OF DECEMBER 13 2010.

So, crazy conspiracy theories aside, might this company represent the “minimal assets” or “minimal
activities” that Finova needs to continue to coast along and preserve its NOL?

Either way, as I was poking away at the Arizona web site, I had a crazy thought…where is Berkadia
incorporated?

Which led me to…

… BERKADIA HEADQUARTERED IN HORSHAM, PA, BUT INCORPORATED IN ARIZONA

By now we all understand that Berkadia Commercial Mortgage LLC used to be called Capmark Financial
Group Inc. We also know that Berkadia/Capmark is headquartered in Horsham, PA, at 118 Welsh Road.

So could someone, anyone, please explain why Berkadia Commercial Mortgage LLC is incorporated in
Arizona?

By typing into the same website as before, we stumbled onto the Berkadia Commercial Mortgage LLC
registration, and what an eye-opener!!!

First, the incorporation date is shown as 11/25/2009…which coincidentally is just about the exact same
time that Finova ‘dissolved’;

Second, the “managers” of Berkadia Commercial Mortgage LLC, as listed on the site, are Marc Hamburg,
Warren E. Buffett, Joseph S. Steinberg, and Ian M. Cumming.

Third, the “foreign address” of Berkadia Commercial Mortgage LLC, is none other than 315 PARK
AVENUE SOUTH, NEW YORK, NY, and not Horsham, PA !!!!

As you know, 315 Park Avenue South is…drum roll please…LEUCADIA’S

ADDRESS !!!!!!!!!!!!!!!!!!

Conspiracy theories, anyone?

CONCLUSION…IF YOU’D CARE (DARE) TO CALL IT THAT

And lo, we end another year with even less certainty, but more hope, about our beloved Finova (cruel
mistress that she is.) I hope I have fulfilled my mission as the self-appointed Finova journalist. I hope
you’ve been entertained, and that your thinking-cap has been tickled into gear once again. It’s been a
painful process compiling all this nonsense, but I felt like I owed it to myself, as well as all the members
of the Finova Common Stockholder community. I only want the world to be prepared when (if) Mister
Cumming calls.

I can only hope it’s an amicable meeting, because we’ve already endured nine years of migraines, and
we’ll be (damn) glad when it’s over…no matter what the outcome.

Thanks again, and I hope to hear from as many of you as possible.

-Gregory

13 December 2010

grdmilton@gmail.com