~~Index~~UNITED ~~to Financial Statements~~STATES

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~WASHINGTON, D.C. 20549~~ FORM 10-K

~~FORM~~x ANNUAL ~~10-K~~ REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xFor ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 31, ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2012

~~For~~o TRANSITION ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION 13 ~~December~~OR 15(d) ~~31,~~OF ~~2011~~THE SECURITIES EXCHANGE ACT OF 1934

¨For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~from to

~~For~~Commission ~~the~~File ~~transition~~Number ~~period from to~~ 333-172244

~~Commission~~TMX ~~File~~Finance ~~Number 333-172244~~ LLC

~~TMX~~(Exact ~~Finance LLC~~Name of Registrant as Specified in its Charter)

(Exact Name of Registrant as Specified in its Charter)

Delaware		20-1106313
(State of Incorporation)		(I.R.S. Employer Identification No.)

15 Bull Street, Savannah, Georgia		31401
(Address of Principal Executive Offices)		(Zip Code)

Delaware		20-1106313
(State of Incorporation)		(I.R.S. Employer Identification No.)
15 Bull Street Savannah, Georgia		31401
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (912) 525-2675

~~Registrant’s~~Securities ~~Telephone~~registered ~~Number,~~pursuant ~~Including~~to ~~Area Code:~~ Section 12(~~912~~b) ~~525-2675~~of the Act: None

Securities registered pursuant to Section 12(bg) of the Act: None

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~if the registrant is a well-known seasoned issuer, as defined in Rule ~~12(g)~~405 of the ~~Act:~~Securities ~~None~~ Act. Yes o No x

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section 13 ~~405~~or Section 15(d) of the ~~Securities~~ Act. Yes ~~¨ No~~ x No o

Indicate by check mark ifwhether the registrant is(1) has ~~not~~filed all reports required to ~~file~~be ~~reports~~filed ~~pursuant~~by to Section 13 or ~~Section~~ 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 ¨ o No x

~~Indicate by~~(Note: The ~~check mark whether the~~ registrant ~~(1)~~ has filed all reports ~~required~~pursuant to ~~be filed by Section 13 or 15(d) of~~ the Securities Exchange Act of 1934 ~~during~~as ~~the~~applicable ~~preceding 12 months (or~~ for ~~such shorter period that~~ the ~~registrant~~preceding ~~was~~12 ~~required to file such reports~~months)~~, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨~~

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 x No ¨ o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large ~~Accelerated~~accelerated ~~Filer~~filer ¨o Accelerated ~~Filer~~filer ¨o Non-~~Accelerated~~accelerated ~~Filer~~filer x Smaller reporting company o (Do not check if a smaller reporting company) ~~Smaller reporting company ¨~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ o No x

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ¨ o

The Company has 100 outstanding limited liability company membership units, all of which are held by ~~Tracy~~TMX ~~Young.~~Finance Holdings Inc.

Table of Contents

~~Index~~TMX toFINANCE ~~Financial Statements~~LLC

~~TMX~~AND ~~FINANCE LLC~~ AFFILIATES

~~AND~~FORM 10-K ~~AFFILIATES~~FOR THE YEAR ENDED DECEMBER 31, 2012

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

		Page

PART I

Item 1.	Business	3

Item 1A.	Risk Factors	9

Item 1B.	Unresolved Staff Comments	17

Item 2.	Properties	18

Item 3.	Legal Proceedings	18

Item 4.	Mine Safety Disclosures	18

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19

Item 6.	Selected Financial Data	19

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 8.	Financial Statements and Supplementary Data	31

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61

Item 9A.	Controls and Procedures	61

Item 9B.	Other Information	61

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	62

Item 11.	Executive Compensation	64

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	70

Item 13.	Certain Relationships and Related Transactions, and Director Independence	70

Item 14.	Principal Accountant Fees and Services	72

PART IV

Item 15.	Exhibits and Financial Statement Schedules	73

SIGNATURES		76

		Page
PART I
Item 1.	Business		3
Item 1A.	Risk Factors		10
Item 1B.	Unresolved Staff Comments		18
Item 2.	Properties		19
Item 3.	Legal Proceedings		20
Item 4.	Mine Safety Disclosures		20
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		21
Item 6.	Selected Financial Data		21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 8.	Financial Statements and Supplementary Data		32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		66
Item 9A.	Controls and Procedures		66
Item 9B.	Other Information		66
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		67
Item 11.	Executive Compensation		69
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		77
Item 13.	Certain Relationships and Related Transactions, and Director Independence		77
Item 14.	Principal Accountant Fees and Services		79
PART IV
Item 15.	Exhibits and Financial Statement Schedules		79
SIGNATURES			83

2Table of Contents

~~Table~~FORWARD-LOOKING ~~of Contents~~STATEMENTS

~~Index~~This report contains “forward-looking statements” that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain expectations, assumptions, estimates and projections. Forward-looking statements can be identified by the fact that they do not relate strictly to ~~Financial~~historical ~~Statements~~or current facts and frequently contain words such as “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “will” and other similar terms. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to demand for our products and services, sales growth, comparable store sales, store openings, state of the economy, capital allocation and expenditures, liquidity and the effect of adopting certain accounting standards — are forward-looking statements. Forward-looking statements involve risk and are not guarantees of future performance. The Company’s actual results may differ significantly from current expectations as expressed or implied in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in “Item 1A. Risk Factors” in this report. The Company assumes no obligation to revise or update any forward-looking statements, except as required by law.

Unless the context indicates otherwise, references in this Annual Report on Form 10-K to the “Company,” “TMX Finance,” “we,” “us,” “our” or similar terms represent TMX Finance LLC and its affiliates on a consolidated basis. PART I

~~FORWARD-LOOKING~~ITEM ~~STATEMENTS~~1. BUSINESS.

This report and the materials incorporated herein by reference contain “forward-looking statements” that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain expectations, estimates and projections. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and frequently contain the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “will” and other similar terms. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to demand for our products and services, sales growth, comparable store sales, state of the economy, capital allocation and expenditures, liquidity, the effect of adopting certain accounting standards, and store openings — are forward-looking statements. Forward-looking statements involve risk and are not guarantees of future performance. The Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” under Part I, Item 1A of this report. The Company assumes no obligation to revise or update any forward-looking statements, except as required by law. Introduction

~~PART~~TMX IFinance LLC is a privately-owned automobile title lending company with 1,035 company-owned stores in 12 states as of December 31, 2012. We provide our customers with access to funds through loans secured by a first or second lien on the customer’s automobile. Our loan products allow our customers to meet their liquidity needs by borrowing against the value of their vehicles while allowing the customer to retain use of the vehicle during the term of the loan.

~~ITEM~~TMX Finance LLC is a limited liability company that was formed in Delaware in 2003 and exists solely as a holding company to own the equity interests of its subsidiaries. TMX Finance LLC changed its name from TitleMax Holdings, LLC to TMX Finance LLC effective June 121, 2010. ~~BUSINESS~~Effective September 30, 2012, Tracy Young, the former sole member of TMX Finance LLC, transferred 100% of his membership interests to newly-formed TMX Finance Holdings Inc., or our “Parent,” in exchange for shares of common stock of our Parent. Mr. Young is the sole beneficial owner of the common stock of the Parent. We refer to Mr. Young in this report as the “Sole Shareholder.” Unless the context indicates otherwise, references in this report to “TMX Finance,” the “Company,” “we,” “us,” “our” or similar terms represent TMX Finance LLC and its consolidated affiliates.

~~Overview~~Our principal corporate offices are located at 15 Bull Street, Suite 200, Savannah, Georgia 31401, and our telephone number is (912) 525-2675. Our website address is www.titlemax.biz. The information on our website is not a part of this report.

We are a privately-owned automobile title lending company with 756 company-owned stores in the states of Georgia, Alabama, South Carolina, Tennessee, Missouri, Illinois, Mississippi, Texas, Virginia, Florida, Arizona and Nevada. We serve individuals who generally have limited access to consumer credit from banks, thrift institutions, credit card lenders and other traditional sources of consumer credit. We provide our customers with access to funds through loans secured by a first or second lien on the customer’s automobile. Our loan products allow our customers to meet their liquidity needs by borrowing against the value of their vehicles while allowing the customer to retain use of the vehicle during the term of the loan. As of December 31, 2011, we had approximately 400,000 customers and $490.1 million in title loans receivable. We believe we are the largest automobile title lender in the United States based on title loans receivable. Overview

Our automobile title lending business provides a simple, quick and confidential way for consumers to meet their liquidity needs. We offer title loans in amounts ranging from $100 to $5,000 atto ~~rates~~customers ~~that we~~who ~~believe~~generally ~~are~~have ~~typically~~limited ~~around~~access ~~50%~~to ~~less~~consumer ~~than~~credit ~~those~~from ~~offered~~banks, bythrift ~~other~~institutions, ~~title~~credit card lenders, ~~with~~and another ~~average~~traditional ~~loan~~sources ~~size~~ of ~~approximately~~consumer ~~$1,200~~credit. ~~for~~As ~~the~~of ~~year ended~~ December 31, ~~2011. Our asset-based loans have conservative loan to value ratios (at origination~~2012, ~~our~~we ~~receivables~~ had an approximately ~~69% weighted average loan to appraised wholesale value~~470,000 customers and ~~based~~$577.2 onmillion ~~retail~~in ~~values~~title ~~reported~~loans byreceivable. ~~the~~We ~~Black~~believe ~~Book~~we ~~published~~are by the ~~National~~largest ~~Auto~~automobile ~~Research~~title ~~Division~~lender ofin ~~Hearst~~the ~~Business~~United ~~Media~~States ~~Corporation,~~based ~~an approximately~~on ~~26%~~title ~~weighted~~loans ~~average loan to retail value)~~receivable.

We ~~seek~~principally tooperate ~~develop~~under two brands: TitleMax and ~~maintain~~TitleBucks. TitleMax requires a ~~large~~minimum ~~presence~~appraised invehicle ~~each~~value of ~~the markets~~more inthan ~~which~~$500 and offers interest rates that we ~~operate.~~believe, ~~Our~~based ~~stores~~on market research, are ~~located~~up into ~~highly~~50% ~~visible,~~less ~~accessible~~than ~~locations,~~those ~~usually~~offered inby ~~free-standing~~other ~~buildings~~comparable title lenders. TitleBucks provides loans to customers with less valuable vehicles and ~~end~~charges ~~units~~interest ofrates ~~shopping~~that ~~centers.~~are ~~Our~~comparable ~~growth~~to ~~strategy~~those ~~includes~~charged ~~expanding~~by ~~our~~competitors ~~title~~for such loans. ~~receivable~~TitleBucks inwas ~~our~~created ~~existing stores,~~to ~~opening~~capture ~~new~~customers ~~stores~~who indo ~~existing~~not ~~markets~~meet ~~and~~TitleMax’s ~~expanding~~minimum ~~into~~vehicle ~~new~~value ~~markets~~requirement ~~with~~and ~~favorable~~who ~~characteristics~~would otherwise use a competitor. We refer non-qualifying customers from TitleMax to TitleBucks when possible.

~~TMX~~We ~~Finance~~also ~~LLC is~~offer a ~~limited~~second ~~liability~~lien ~~company~~automobile ~~that~~product, ~~was~~with ~~formed~~operations inconducted ~~Delaware~~within in77 ~~2003~~TitleMax ~~and~~stores ~~exists~~in ~~solely~~Georgia asunder athe ~~holding~~EquityAuto ~~company~~Loan, toor ~~own~~“EAL,” ~~the~~brand ~~equity~~and ~~interests~~through of53 ~~its~~standalone ~~subsidiaries.~~stores ~~TMX~~in ~~Finance~~Georgia ~~LLC~~and ~~changed~~Florida ~~its~~under ~~name~~the ~~from~~InstaLoan, ~~TitleMax~~or ~~Holdings~~“INL,” ~~LLC~~brand toas ~~TMX~~of ~~Finance LLC effective June~~December 2131, ~~2010~~2012. ~~Our~~EAL ~~operating~~and ~~subsidiaries~~INL ~~include~~also ~~TitleMax~~offer ofa ~~Alabama,~~first ~~Inc.,~~lien ~~TitleMax~~product ofin ~~Georgia,~~certain ~~Inc~~situations., ~~TitleMax~~In ~~of Illinois~~addition, ~~Inc.,~~EAL ~~TitleMax~~and ofINL ~~Mississippi,~~sell ~~Inc.,~~insurance ~~TitleMax~~products ofin ~~Missouri,~~connection ~~Inc.,~~with ~~TitleMax~~their ofloans ~~South~~as ~~Carolina,~~agents ~~Inc.,~~for ~~TitleMax~~an ~~of Tennessee,~~unaffiliated ~~Inc~~insurance company., ~~TitleMax~~The ofCompany ~~Virginia,~~is ~~Inc.,~~in ~~TitleMax~~the process of ~~Texas,~~moving ~~Inc.,~~the ~~TMX~~EAL ~~Finance~~business ofinto ~~Florida,~~exclusively ~~Inc.,~~standalone ~~TitleMax~~stores ofunder ~~Nevada,~~the ~~Inc.,~~InstaLoan ~~TitleMax~~brand ofwith ~~Arizona,~~separate ~~Inc.,~~management ~~TMX~~and ~~Finance~~additional ofloan ~~Texas, Inc~~products., ~~TMX~~As ~~Finance~~ of ~~Virginia~~December 31, ~~Inc.~~2012, ~~EquityAuto~~EAL ~~Loan,~~and ~~LLC~~INL ~~and~~had ~~TMX~~approximately ~~Credit, Inc~~$17.1 ~~Our~~million ~~operating~~of ~~subsidiaries~~combined ~~operate~~gross ~~under~~title ~~the~~loans ~~names TITLEMAX, TITLEBUCKS and EQUITYAUTO LOAN~~receivable.

~~Our~~In ~~corporate~~each ~~offices~~of ~~are located~~2012, at2011, 15and ~~Bull~~2010, ~~Street~~87.4%, ~~Suite~~85.8% ~~200~~and 86.1%, ~~Savannah~~respectively, ~~Georgia~~of ~~31401,~~our interest and ~~our~~fee ~~telephone~~income ~~number~~was isattributable ~~(912) 525-2675.~~to ~~Our~~our ~~website~~TitleMax ~~address~~brand isand ~~www~~11.~~titlemax~~6%, 13.~~biz.~~3% ~~The~~and ~~information~~13.3%, onrespectively, of our ~~website~~interest isand ~~not~~fee aincome ~~part~~was attributable to our TitleBucks brand. In each of ~~this~~these ~~report~~years, less than 1.0% of our interest and fee income was attributable to our EAL and INL brands.

Table of Contents

~~Index~~2012 ~~to Financial Statements~~Highlights

~~2011~~· We ~~Highlights~~grew our business significantly by opening or acquiring 281 new stores while closing only two stores, representing a net increase in stores of 36.9% in 2012. These new store openings include 46 new InstaLoan stores that previously operated under the EquityAuto Loan brand within TitleMax stores in Georgia.

• · We ~~grew~~increased our ~~business~~title ~~significantly~~loans byreceivable ~~opening~~to or$577.2 ~~acquiring~~million ~~166~~at ~~new~~December 31, ~~stores~~2012, representing an increase of 17.8% compared to December 31, 2011.

•· In OnJune 2012, ~~July~~we 22entered into a credit agreement, ~~2011~~or the “Credit Agreement,” weto ~~issued~~obtain a $6025.0 million ~~aggregate~~senior ~~principal~~secured ~~amount~~revolving ofcredit 13facility.~~25%~~ ~~Senior~~In ~~Secured~~July 2012, ~~Notes~~the ~~due~~Sole ~~2015.~~Shareholder ~~These~~made ~~notes~~an ~~were~~equity ~~issued~~contribution ~~at 107%~~ of ~~par, representing a~~ $414.20 million. In ~~premium~~November 2012, ~~which~~our ~~resulted~~Parent inmade ~~gross~~an ~~proceeds~~equity contribution to us of $6444.28 million.

•Growth ~~We invested significant resources in a new proprietary loan system and the development of our internet lending model that we expect to launch near the end of the second quarter of 2012.~~Strategy

~~Seasonality~~A key objective of our growth strategy is to establish a leading position as a title lender in each market in which we operate. The three elements of our growth strategy are as follows:

~~Our~~Grow ~~business~~Existing isStore ~~seasonal due to fluctuating demand for our title loans during the year~~Receivables. Historically, we have experienced our highest demand in the fourth quarter of each year and a reduction in our title loans receivable in the first quarter of each year, primarily associated with our customers’ receipts of tax refund checks. Accordingly, we typically experience a higher use of cash in the fourth quarter while generating more cash in the first quarter (exclusive of any other capital usage). Due to the seasonality of our business, results of operations for any fiscal quarter are not necessarily indicative of the results of operations that may be achieved for the full fiscal year or any future period.

~~Growth~~Our ~~Strategy~~store title loans receivable have grown at a compound annual rate of 19.0% over the first four years of the stores’ lives and 5.5% thereafter. Originations for 2012 increased 26.6% compared to 2011. We believe there are significant opportunities to grow earnings at substantially all of our existing stores. Our store managers have a strong incentive to continue the growth of our stores because they are evaluated and compensated in significant part based on their achievement of certain operating and growth goals, which we adjust each year to account for the continued improvement in our business. We believe that by focusing on these specific goals and tying them to employee compensation, we can further enhance the operating efficiency of our stores as well as overall operating margins.

AOpen ~~key~~New ~~objective~~Stores ofWithin ~~our~~Our ~~growth~~Current ~~strategy is to establish a leading position as a title lender in each market in which we operate and into which we intend to expand~~Footprint. ~~The four elements of our growth strategy are as follows:~~

~~Grow~~We ~~Existing~~seek ~~Store~~to ~~Receivables~~develop a large presence in each of the markets in which we operate, and we believe we have significant room to grow by opening additional stores in most of the markets in which we currently operate. When considering whether we should open new stores in these markets, we examine a number of factors, including consumer demand for our products, the extent that new stores will be able to leverage existing stores’ marketing efforts and the extent to which new stores might detract from sales from existing stores.

~~Our~~Continued ~~store~~Expansion ~~title~~Into ~~loans~~Newer ~~receivable on average have grown at a compound annual rate of 29~~Markets.6% over the first four years of the stores’ lives and 6.8% thereafter. Originations for the year ended December 31, 2011 increased 42.2% compared to the same period in 2010. We believe there are significant opportunities to grow earnings at all of our existing stores. Our store managers have a strong incentive to continue the growth of our stores because they are evaluated and compensated in significant part based on their achievement of certain operating and growth goals, which we adjust each year to account for the continued improvement in our business. We believe that by focusing on these specific goals and tying them to employee compensation, we can further enhance the operating efficiency of our stores as well as overall operating margins.

~~Open~~We ~~New~~have ~~Stores~~identified ~~Within~~several ~~Our~~key ~~Current~~geographic ~~Footprint~~areas or markets for the potential opening or acquisition of additional stores. These markets were identified following a review of demographics, a determination of whether state regulation is favorable and an internal evaluation of each market’s ability to support our store development program. Based on this review, we have expanded into markets in the southern and western regions of the United States, including Florida, Arizona and Nevada. As is the case with our strategy to open new stores in our more established markets, we believe we have management and capital resources sufficient to support our growth strategy in our new markets.

WeIndustry believe we have significant room to grow by opening additional stores in markets in which we currently operate. When considering whether we should open new stores in these markets, we examine a number of factors, including consumer demand for our product and the extent that new stores will be able to leverage existing stores’ marketing efforts. We believe that Illinois, Texas and Virginia, where we have 22, 77 and 26 stores, respectively, are strong markets for growth through the addition of new stores. Overview

~~Continue~~We ~~Expansion~~operate ~~Into~~in ~~Newer~~the ~~Markets~~alternative financial services industry, providing automobile title loans to consumers who own, in most instances, their vehicle free and clear and need convenient and simple access to funds. Other products offered in this industry include other forms of consumer loans, check cashing, money orders and money transfers. Consumers who use alternative financial services are often referred to as “underserved” or “underbanked” by banks and other traditional financial institutions. Customers use the services provided by the alternative financial services industry for a variety of reasons, including that they often:

We· do ~~have~~not identified several key geographic areas or markets for the development of additional stores. These markets were identified following a review of demographics, a determination of whether state regulation is favorable and an internal evaluation of each market’s ability to support our store development program. Based on this review, we have ~~expanded~~access ~~into markets in the southern and western regions of the United States, including Florida, Arizona and Nevada. As is the case with our strategy~~ to ~~open~~traditional ~~new~~credit-based ~~stores~~lenders inlike ~~our more established markets~~banks, wethrift ~~believe~~institutions ~~we have trained management~~ and ~~capital~~credit ~~resources~~card ~~sufficient to support our growth strategy in our newer markets.~~ companies;

~~Launch~~· have Ana ~~Internet~~sudden ~~Lending~~and ~~Model.~~ unexpected need for cash due to common financial challenges like medical emergencies, vehicle repairs, divorce and job changes;

We· are ~~believe internet~~self-~~based~~employed ~~lending~~small ~~operations~~business ~~could~~owners bewith aan ~~valuable~~immediate ~~complement~~need ~~to our base of physical store locations and create additional opportunities~~ for ~~long~~short-term ~~strategic~~working ~~growth. We have assembled a core team of experienced individuals to lead this effort, and we expect our online model to launch near the end of the second quarter of 2012.~~ capital;

~~Industry~~· need ~~Overview~~a small amount of cash immediately and do not have time to wait for a traditional lender to approve a loan; and

We· see ~~operate~~such ~~in the alternative financial~~ services ~~industry,~~as ~~providing~~a ~~automobile~~sensible ~~title~~alternative ~~loans~~ to ~~consumers~~potentially ~~who~~higher ~~own,~~costs ~~in most instances, their vehicle free~~ and ~~clear~~negative ~~and~~credit ~~need~~consequences ~~convenient~~of ~~and simple access to funds. Other products offered in this industry include~~ other ~~forms~~alternatives, ofsuch ~~consumer~~as ~~loans,~~overdraft ~~check cashing~~fees, ~~money~~bounced ~~orders~~check ~~and~~fees ~~money transfers. Consumers who use alternative financial services are often referred to as “underserved”~~ or ~~“underbanked”~~late ~~by banks and other traditional financial institutions~~fees.

~~Customers use the services provided by the alternative financial services industry for a variety of reasons, including that they often:~~ 4

•Table doof ~~not have access to traditional credit-based lenders like banks, thrift institutions and credit card companies;~~Contents

•We ~~have~~believe athat ~~sudden~~the underbanked consumer market, and ~~unexpected~~in ~~need~~particular ~~for~~the ~~cash~~automobile ~~due~~title toloan ~~common~~segment of the alternative financial ~~challenges~~services ~~like~~industry, ~~medical~~will ~~emergencies~~continue to grow as a result of a diminishing supply of competing banking services for this segment of the population, ~~vehicle~~as ~~repairs~~well as underlying demographic trends, ~~divorce~~including an overall increase in the population and an increase in the number of self-employed, ~~job~~small ~~changes~~business orand service sector jobs as a percentage of the total workforce. We believe automobile title loans are particularly well-suited to grow in the current regulatory environment of the markets in which we operate, which we view as stable with respect to our loan products and hostile to other ~~unexpected~~alternative ~~expenses;~~financial services products, such as payday loans.

~~• are self-employed small business owners with an immediate need for short-term working capital;~~Services

•Our ~~need~~automobile title lending business provides a ~~small~~customer ~~amount~~who is 18 years of ~~cash~~age ~~immediately~~or ~~and~~older do(except ~~not~~in ~~have~~Alabama ~~time~~where tothe ~~wait~~customer ~~for~~must be 19 years of age or older) with a ~~traditional~~loan ~~lender~~ranging from $100 to ~~approve~~$5,000 that is secured in most cases by a first lien on the customer’s automobile. We determine the loan; amount based upon the customer’s need and our appraisal of the wholesale value of his or her automobile. We do not run a credit check on the customer when approving the loan application for our first lien title loan product, and performance on the loan does not impact the customer’s credit.

•Upon ~~see~~approval ~~such~~of ~~services~~a ascustomer’s application, we provide the customer with the determined loan amount, and the customer provides us with a ~~sensible~~certificate ~~alternative~~of title to ~~potentially~~the ~~higher~~appraised ~~costs~~automobile; however, the customer retains full use and ~~negative~~possession ~~credit~~of ~~consequences~~the automobile. We provide our customers with loan funds primarily through the issuance of ~~other~~a ~~alternatives~~check and do not keep a significant amount of cash on hand at any of our stores. The customer is able to cash the check at a nearby partnered bank that does not require payment of a check cashing fee. Following our receipt from the customer of full repayment of the loan, ~~such~~along aswith ~~overdraft~~interest and fees, ~~bounced~~we ~~check~~release ~~fees~~the orlien ~~late~~on ~~fees~~the customer’s vehicle and return the certificate of title to the customer.

4If a customer fails to remit payment to us when due, we may repossess the customer’s automobile. However, we consider the remedy of repossession as a last resort, and we do not repossess a customer’s vehicle unless we have first exhausted all options for repayment. As a result, we first undertake to contact the customer to obtain payment. Only if the customer is unresponsive or it is otherwise clear that the customer will not be able to meet his or her obligations will we initiate repossession. A regional or district manager must approve all repossessions in advance, and only approved third-party companies handle the repossession. Even when permitted by state law, we typically do not repossess a customer’s automobile until the account is at least 14 days past due. Store managers are responsible for arranging vehicle sales. A repossessed vehicle may only be sold to a licensed used car dealer; our employees may not purchase a repossessed vehicle. As required by state regulations in certain states in which we operate, we return any excess proceeds to the customer if the vehicle sells for an amount in excess of the loan value plus expenses.

~~Table~~We conduct business in Texas and certain other states through wholly-owned subsidiaries, each of ~~Contents~~which is registered in the applicable state as a Credit Services Organization, or “CSO.” These CSOs have entered into credit services organization agreements, or “CSO Agreements,” with third-party lenders, or the “CSO Lenders,” that make the loans to our customers. The CSO Agreements govern the terms by which we perform servicing functions and refer customers to the CSO Lenders for a possible extension of a loan. We process loan applications and commit to reimburse the CSO Lenders for any loans or related fees that are not collected from those customers.

~~Index~~Underwriting toand ~~Financial~~Risk ~~Statements~~Management

WeAll ~~believe~~underwriting ~~that~~decisions ~~the~~related ~~underbanked~~to ~~consumer~~our ~~market,~~first lien title loan product offered by TitleMax and inTitleBucks ~~particular~~are made based on the ~~automobile~~appraised ~~title~~“rough” ~~loan segment~~wholesale value of a customer’s vehicle, as adjusted by store employees’ appraisal of the ~~alternative~~vehicle ~~financial~~based ~~services~~on ~~industry~~the following characteristics: year, ~~will~~make, ~~continue~~model, toexterior, ~~grow~~interior asand amechanical ~~result~~condition, ofand amileage. ~~diminishing~~We ~~supply~~believe ofthis ~~competing~~adjustment ~~banking~~process ~~services~~reduces ~~for~~the ~~this~~overall ~~segment~~risk of ~~the~~our ~~population,~~title asloans ~~well~~receivable as ~~underlying~~compared ~~demographic~~to ~~trends,~~other ~~including~~first anlien ~~overall increase~~title lenders by having more conservative loan to value ratios which results in ~~the~~more ~~population~~security for each loan and anless ~~increase~~overall inrisk ~~the~~for ~~number~~our ofCompany. ~~self-employed~~Prior to approval, ~~small~~a ~~business~~customer ~~and~~must ~~service~~present ~~sector~~the ~~jobs~~vehicle, asa lien-free title to the vehicle, a ~~percentage~~government-issued picture identification and proof of ~~the~~income ~~total~~(except ~~workforce~~in Alabama). We ~~believe~~verify ~~automobile~~that such title ~~loans~~is ~~are~~the ~~particularly~~correct ~~well-suited~~title tofor ~~grow~~the incustomer’s ~~the~~vehicle ~~current regulatory~~based ~~environment~~on a review of the ~~markets~~vehicle inidentification ~~which~~number. weUpon ~~operate,~~completion ~~which~~of wethe ~~view~~transaction, aswe ~~stable~~send ~~with~~the ~~respect~~title to ~~our~~the ~~loan~~applicable ~~products~~state ~~and~~Department ~~hostile~~of toMotor ~~other~~Vehicles ~~alternative~~to ~~financial~~have ~~services~~the ~~providers,~~Company ~~such~~named as ~~payday~~the ~~loans~~first lien holder for the vehicle. We release the lien only when the customer’s account balance is fully paid.

~~Services~~Underwriting of our EAL and INL title loan products is based primarily on the customer’s credit report and the payment history of the first lien loan on the vehicle when applicable. Upon completion of the transaction, we have the Company named typically as the second lien holder for the vehicle and we release the lien only when the customer’s account balance is fully paid.

~~Our automobile~~We ~~title~~balance ~~lending~~the ~~business~~individual ~~provides~~store’s autonomy in the underwriting process with a ~~customer~~company-wide ~~who~~risk ismanagement 18system ~~years~~supported primarily by our district and regional managers’ periodic underwriting reviews and store audits. Underwriting reviews include a random review of ~~age~~new orloan ~~older~~files ~~(except~~and intheir ~~Alabama~~supporting ~~where~~documentation to confirm the ~~customer~~appraisals ~~must~~and berelated 19documentation ~~years~~adhere to Company policy. Our district managers’ audits of ~~age~~each orstore ~~older~~twice per month include document inspection (title, picture, contract and key) ~~with~~and anew loan ~~ranging~~review ~~from~~(verifying ~~$100~~appraisal toof $5vehicles and completeness of files). Further,~~000~~ ~~that~~our isregional ~~secured~~managers intypically ~~most~~spend ~~cases~~one byday each week with a ~~first~~different ~~lien~~district on manager to review the ~~customer’s~~underwriting ~~automobile.~~process and other matters.

We determine the loan amount based upon the customer’s need and our appraisal of the wholesale value of his or her automobile. We do not run a credit check on the customer when approving the loan application for our two primary brands (discussed below), and performance on the loan does not impact the customer’s credit. 5

~~Upon~~Table ~~approval~~ of a customer’s application, we provide the customer with the determined loan amount, and the customer provides us with a certificate of title to the appraised automobile; however, the customer retains full use and possession of the automobile. We provide our customers with loan funds primarily through the issuance of a check and do not keep a significant amount of cash on hand at any of our stores. The customer is able to cash the check at a nearby partnered bank that does not require payment of a check cashing fee. Following our receipt from the customer of full repayment of the loan, along with any interest and fees, we release the lien on the customer’s vehicle and return the certificate of title to the customer. As of December 31, 2011, we had approximately $490.1 million in title loans receivable. Contents

We principally operate under two brands: TitleMax and TitleBucks. TitleMax requires a minimum appraised vehicle value of more than $500 and offers interest rates that we believe are typically around 50% lower than those offered by other title lenders. TitleBucks provides loans to customers with less valuable vehicles and charges rates in line with competitors for such loans. TitleBucks was created to capture customers who do not meet TitleMax’s minimum vehicle value requirement and who would otherwise utilize a competitor. We refer non-qualifying customers from TitleMax to TitleBucks when possible. In each of 2011, 2010, and 2009, approximately 86.6%, 86.6% and 86.4%, respectively, of our interest and fee income was attributable to our TitleMax stores and approximately 13.4%, 13.4% and 13.6%, respectively, of our interest and fee income was attributable to our TitleBucks stores. Customers

~~The~~We ~~interest~~serve ~~rates~~individuals wewho ~~charge~~typically ~~our~~have ~~customers~~limited ~~vary~~access byto ~~loan~~consumer ~~size,~~credit ~~state and product. TitleMax typically charges monthly interest rates ranging~~ from ~~10.99%~~banks, tothrift ~~12.99%~~institutions, ~~for~~credit ~~loans~~card uplenders ~~to $3,000~~ and ~~9.99%~~other ~~for~~traditional ~~loans~~sources ~~greater~~of ~~than~~consumer ~~$3,000~~credit. ~~TitleBucks~~Our ~~charges~~typical ~~the~~customers ~~same~~rely ~~rates~~on asall, ~~TitleMax~~or ~~for~~nearly ~~loans above $1~~all,~~500~~ ~~and~~of ~~typically~~their ~~14.99%~~current income to ~~24.99%~~cover ~~for~~immediate ~~loans~~living ~~smaller~~expenses. ~~than $1~~Thus,~~500.~~ ~~Most~~we ~~payments~~believe ~~are~~that ~~made~~when byunexpected ~~customers~~expenses atarise, ~~our~~these ~~stores~~customers ~~with~~value ~~cash~~the orconvenient, ~~debit~~immediate, ~~cards.~~simple ~~Customers~~and ~~also~~transparent ~~have~~access ~~the ability~~ to ~~make~~funds ~~payments~~that ~~through~~we ~~money~~provide. ~~orders~~In addition, ~~cashier’s~~our ~~checks~~customers ~~and~~who ~~Western~~are ~~Union.~~small ~~The~~business ~~average~~owners ~~duration~~often ofuse ~~our~~title ~~receivables~~lending isas 9a tosource ~~10 months.~~of operating capital.

IfAdvertising ~~a customer fails to remit payment to us when due, we may repossess the customer’s automobile. However, we consider the remedy of repossession as a last resort,~~ and we do not repossess a customer’s vehicle unless we have first exhausted all options for repayment. As a result, we first undertake to contact the customer to obtain payment. Only after we have made such efforts to contact the customer and when a customer is unresponsive, or it is otherwise clear that the customer will not be able to meet his or her obligations, will we initiate repossession. A regional or district manager must approve all repossessions in advance, and only approved third-party companies handle the repossession. Even when permitted by state law, we typically do not repossess a customer’s automobile until the account is at least 14 days past due. Marketing

~~Store~~We ~~managers~~market ~~are~~our ~~responsible~~title ~~for~~loans ~~coordinating~~primarily ~~vehicle~~through ~~sales;~~network ~~however~~television advertising. Clustering of our stores in geographic regions magnifies the effect of our regional television commercials. Further, awe ~~repossessed~~market ~~vehicle~~title ~~may~~loans ~~only~~through beonline ~~sold~~pay toper aclick ~~licensed used~~programs, ~~car~~billboards, ~~dealer~~electronic ~~after~~message acenters ~~minimum~~located in front of ~~three~~our ~~bids~~stores orand attelemarketing anto ~~auto~~leads ~~auction~~generated through our website. ~~Our~~In ~~employees~~addition, ~~may~~we ~~not~~create ~~purchase~~customer aloyalty ~~repossessed~~through ~~vehicle.~~special Weincentive ~~return~~programs ~~any~~such ~~excess~~as ~~proceeds~~Thanksgiving toturkey ~~the~~giveaways and customer ifreferral ~~the~~incentive ~~vehicle~~programs. ~~sells~~Individual ~~for~~stores anemploy ~~amount~~telemarketing into ~~excess~~current ofand ~~the~~past ~~loan~~customers ~~value~~and ~~plus~~distribute ~~expenses~~flyers to local businesses and apartment complexes.

The Company offers a second lien automobile product in Georgia under the EquityAuto Loan brand, or “EAL,” with operations conducted within 123 TitleMax stores and through 4 standalone stores as of December 31, 2011. EAL also offers a first lien product in certain situations. As of December 31, 2011, EAL had approximately $11.6 million of gross title loans outstanding. The title loans made by EAL are currently offered in Georgia and are made under the Georgia Industrial Loan Act, or “GILA.” GILA limits these loans to $3,000 and a term of 36 months. EAL generally offers loans of $500 to $2,500 with a maximum term of 14 months. In addition, EAL sells insurance products in connection with its loans as an agent for an unaffiliated insurance company. Competition

5We compete with a limited number of businesses that exclusively provide title loans, as well as with many providers of other alternative financial services, such as payday lenders, installment lenders and pawnbrokers. We believe that the principal competitive factors in the title loan industry and the broader alternative financial services industry are interest rates, fees, loan size, location, customer service and convenience. We believe that we offer a more affordable alternative to late payment fees and overdraft fees, and significantly lower annual percentage rates, or “APRs,” than most other title lenders and other providers of alternative financial services, such as payday lenders.

~~Table~~We ofbelieve ~~Contents~~that both the title loan industry and the broader alternative financial services industry in the United States are highly fragmented. Historically, there have been low barriers to entry, creating fragmentation and enabling small operators to compete with national chains.

~~Index to Financial Statements~~Employees

~~Underwriting~~As ~~and~~of ~~Risk~~December 31, ~~Management~~2012, we had 4,335 employees, comprised as follows:

All underwriting decisions related to our first lien title loan product offered by TitleMax and TitleBucks are made based on the appraised “rough” wholesale value of a customer’s vehicle, as adjusted by store employees’ appraisal of the customer’s vehicle based on the following characteristics: year, make, model, exterior, interior and mechanical condition and mileage. This reduces the overall risk of our title loans receivable by having more conservative loan to value ratios which results in more security for each loan and less overall risk for our company.

Stores and Field Management		3,949
Corporate		386
Total		4,335

~~Prior~~We toconsider ~~approval,~~our aemployee ~~customer~~relations ~~must present the vehicle, a lien-free title~~ to ~~the~~be ~~vehicle, a government-issued picture identification, proof of residence and proof of income (except in Alabama)~~good. WeNone ~~verify that such title is the correct title for the customer’s vehicle based on a review~~ of ~~the~~our ~~vehicle~~employees ~~identification~~are ~~number.~~covered ~~The~~by ~~amount~~collective ofbargaining ~~credit available to a customer is equal to 80% of the store employee’s appraisal of the “rough” wholesale value of the customer’s vehicle. Upon completion of the transaction~~agreements, and we ~~send the title to the applicable state Department of Motor Vehicles to~~ have ~~the~~never ~~Company named~~experienced asany ~~the~~organized ~~first~~work ~~lien~~stoppage, ~~holder~~strike ~~for~~or ~~the~~labor ~~vehicle~~dispute. ~~We release the lien only when the customer’s account balance is fully paid.~~

Underwriting of our EAL title loan product is based on the customer’s credit report and the payment history of the first lien loan on the vehicle when applicable. Upon completion of the transaction, we have the Company named typically as the second lien holder for the vehicle and we release the lien only when the customer’s account balance is fully paid. 6

WeTable balance the individual store’s autonomy in the underwriting process with a risk management system supported primarily by our district and regional managers’ daily underwriting reviews and periodic store audits, which include a random review of all new loan files and their supporting documentation, to confirm the appraisals adhere to Company policy. Additional risk management measures include our district managers’ audit of each store twice per month. These audits include document inspection (title, picture, contract and key) and new loan review (verifying appraisal of vehicles and completeness of files). Further, our regional managers typically spend one day each week with a different district manager to review the underwriting process and other matters. Contents

~~Customers~~ Regulation

Our ~~typical~~automobile ~~customer~~title ~~often~~lending ~~lives~~operations ~~paycheck-to-paycheck,~~are ~~relying~~primarily onregulated ~~all,~~at orthe ~~nearly~~state ~~all,~~level ofand ~~his~~are orsubject ~~her current income~~ to ~~cover immediate living expenses. Thus~~laws, weregulations ~~believe~~and ~~that~~supervision ~~when~~in ~~unexpected~~each ~~expenses~~of ~~arise, these customers value~~ the ~~convenient,~~states ~~immediate,~~in ~~simple~~which ~~and transparent access to funds that~~ we ~~provide~~operate. AWe ~~prior~~are ~~independent~~also ~~industry~~subject ~~study~~to ~~found~~federal ~~that~~and ~~individual~~state ~~users~~laws ~~of alternative~~and ~~financial~~regulations ~~services~~related ~~products~~to ~~primarily~~the ~~use~~recording ~~these~~and ~~funds~~reporting ~~for~~of ~~bills,~~certain ~~emergencies,~~financial ~~food~~transactions and ~~other~~the ~~debt~~privacy ~~service,~~of ~~while~~customer ~~only~~information. 6%The ~~stated~~following ~~that~~is ~~they~~a ~~use~~general ~~such~~description ~~funds~~of ~~for~~significant ~~discretionary~~regulations ~~shopping~~affecting ~~and entertainment. In addition,~~ our ~~customers~~automobile ~~who are small business owners often use~~ title lending ~~as a source of operating capital~~business.

~~Advertising~~State and ~~Marketing~~Local Regulation.

WeEach ~~believe we have been effective in marketing title loans primarily through network television advertising. Clustering~~ of ~~our stores in geographic regions magnifies~~ the ~~effect~~states ~~of our regional television commercials, as approximately 97% of our stores are concentrated~~ in 39which ~~markets where~~ we ~~currently~~operate ~~advertise~~has onspecific ~~television.~~state ~~Further,~~or welocal ~~market~~licensing ~~title~~requirements ~~loans~~applicable ~~through~~to ~~online~~offering ~~pay~~loans ~~per~~secured ~~click programs,~~by ~~billboards,~~title ~~electronic message centers located in front of our stores and telemarketing~~ to ~~leads~~personal ~~generated through our website. In addition~~property, wewhether ~~create customer loyalty~~ through ~~special~~a ~~incentive~~traditional ~~programs~~loan, ~~such~~title asloan ~~Thanksgiving~~or ~~turkey giveaways~~pawn ~~and customer referral incentive programs~~transaction. ~~Individual~~We ~~stores~~obtain ~~employ~~state ~~telemarketing~~or ~~to current and past customers and distribute flyers to~~ local ~~businesses~~licenses ~~and~~where ~~apartment complexes~~required.

~~Competition~~We are subject to various state regulations governing the terms of the automobile title loans we offer. Several state regulations limit our recourse against the customer and the amount that we may lend or provide, as well as restrict the amount of finance or service charges or fees that we may assess and, in certain situations, limit a customer’s ability to renew any such loans. For example, we are prohibited from providing automobile title loans in excess of $2,500 in Mississippi and Tennessee, and $4,000 in Illinois (under certain circumstances). In addition, we may not provide an automobile title loan to a customer under the age of 19 in Alabama. In some states, we are required to meet minimum bonding or capital requirements and are subject to various transaction recordkeeping requirements. In several states, we are subject to periodic examination by state regulators, including examination at the discretion of, and without notice by, such state regulators. We must also comply with various consumer disclosure requirements, which are typically similar or equivalent to the federal Truth in Lending Act and corresponding federal regulations. In the states in which we have recourse against the customer for payment of the obligation, our collection activities regarding past due loans may also be subject to consumer debt collection laws and regulations adopted by the various states. In addition, we must comply with general consumer protection laws in each state, including laws governing the repossession and foreclosure of collateral.

WeOur ~~compete~~business ~~with~~operates under a ~~limited~~variety ~~number~~ of ~~businesses~~state ~~that exclusively~~statutes ~~provide title loans, as well as with numerous providers of other alternative financial services, such as payday lenders, installment lenders~~ and ~~pawnbrokers. We believe that the principal competitive factors in the title loan industry and the broader alternative financial services industry are rates~~regulations, ~~loan~~including ~~size,~~those ~~location,~~relating ~~customer service, convenience and confidentiality. We believe that we offer a cheaper alternative~~ to late payment fees and overdraft fees, and significantly lower annual percentage rates, or “APRs,” than other title lenders and other providers of alternative financial services, such as payday lenders. :

We· licensing ~~believe that both the title loan industry~~ and ~~the~~posting ~~broader~~of alternative financial services industry in the United States are highly fragmented. Historically, there have been low barriers to entry, creating fragmentation and enabling small operators to compete with national chains. We believe we are the largest automobile title lender in the United States based on title loans receivable. fees;

6· lending practices, including disclosure requirements such as those contained in state truth in lending laws and related consumer protection laws;

~~Table~~· interest ofrates ~~Contents~~and fees;

~~Index~~· currency ~~to Financial Statements~~reporting;

~~Information~~· recording ~~Systems~~and reporting of certain financial transactions;

We· privacy ~~utilize~~and ~~two~~data ~~proprietary~~security ~~point-~~of~~-sale~~ ~~systems,~~personal ~~TLPro~~consumer ~~and Atlas. These are fully integrated business solutions designed to:~~ information;

•· prompt ~~provide~~remittance ~~fast~~of ~~and~~excess ~~reliable~~proceeds ~~applications~~from ~~for~~the ~~business~~sale ~~operations~~of repossessed automobiles in certain states in which we operate; and

•· serving ~~facilitate~~as ~~customer~~a ~~service~~credit ~~and~~services ~~risk~~organization, ~~management~~or ~~for~~“CSO,” in certain states in which we may expand our ~~employees;~~operations.

•In ~~adapt~~addition to ~~individual~~ state ~~requirements~~laws and regulations;, our business is subject to various local rules and regulations such as local zoning regulation and permit licensing. For example, the Austin, Dallas, El Paso and San Antonio, Texas city councils passed ordinances that restrict extensions of consumer credit by title lenders within city limits by, among other things, linking maximum allowable loan size to 3% of a consumer’s gross annual income, mandating a 25% principal reduction requirement on refinances or renewals and limiting the term of a loan to no more than four installments or renewals. Our subsidiary TitleMax of Texas, Inc. is challenging the legality of the ordinances in Austin and Dallas. The Austin, Dallas and San Antonio ordinances went into effect on May 1, 2012, June 18, 2012 and January 1, 2013, respectively. We are complying with the ordinances in each of these markets. The El Paso ordinance will be effective July 1, 2013.

~~• adapt to changes in internal business processes and requirements.~~7

~~TLPro~~Table ~~is a traditional client-server application utilizing web-based communication protocols. In addition to its point-~~of~~-sale~~ function, TLPro also facilitates sophisticated reporting by replicating data to a reporting server and an analytics server. These reporting capabilities enable us to run management reports, collection reports and analytical reports. TLPro will be phased out over time in favor of the newer Atlas point-of-sale system. Contents

~~Atlas~~Federal ~~is a web-based thin client application~~Regulation. The benefits of this type of architecture include increased security, reduced cost of hardware, simplified system usage and increased protection of data. In addition to its point-of-sale function, Atlas also facilitates sophisticated reporting by capturing data in a data warehouse through an extract, transform and load, or “ETL,” process. The reports are centralized in a Microsoft SharePoint-based system enabling us to run management reports, collection reports and business intelligence reports.

~~Each~~Our oflending ~~these~~activities ~~systems~~are ~~provides~~also ussubject ~~with~~to ~~tools~~several ~~for~~federal ~~marketing,~~statutes ~~customer~~and ~~relationship management~~regulations, ~~and~~including ~~auditing~~the ~~and internal control.~~ following:

~~Our~~· The ~~technology~~Dodd-Frank ~~infrastructure~~Wall isStreet ~~based~~Reform onand ~~Microsoft~~Consumer Protection Act, or the “Dodd-Frank Act,” and ~~Cisco~~implementing regulations thereunder, which may impact the marketing and regulation of the products. Inand ~~order~~services offered by the Company, depending on the extent to ~~ensure~~which the ~~privacy~~Company ofand ~~our customers’~~its ~~information~~products and services are ultimately determined to be subject to such Act and regulations. The Consumer Financial Protection Bureau, weor ~~utilize~~the ~~industry~~“CFPB,” ~~standard~~was ~~SSL~~established pursuant to the Dodd-~~based~~Frank ~~encryption,~~Act ~~with~~as ~~enabled~~a ~~intrusion~~federal authority responsible for administering and enforcing the laws and regulations for consumer financial products and services. The Dodd-~~detection~~Frank Act does not specifically target title lending, ~~system~~traditional ~~monitoring~~pawn lending or installment lending for CFPB regulation. However, ~~web~~the ~~content~~CFPB ~~filtering~~is ~~and~~currently ~~endpoint~~in ~~security~~the ~~software~~process of developing rules that could subject the Company to some form of regulatory oversight. The CFPB is specifically prohibited from instituting federal usury interest rate caps.

We· The ~~operate~~Gramm-Leach-Bliley ~~from~~Act ~~two~~and ~~geographically~~its ~~separated~~underlying ~~mirror-image~~regulations, ~~data~~which ~~centers:~~relate ato ~~primary~~privacy and data ~~center~~security and arequire ~~secondary~~us ~~data~~to ~~center~~disclose orto ~~disaster recovery~~our ~~center~~customers ~~located~~our ~~within~~privacy ~~major~~policy ~~hosting~~and ~~facilities~~practices, ~~with~~including ~~physical~~those ~~security~~relating ~~and~~to ~~access~~the ~~control~~sharing of a customer’s nonpublic personal information with third parties. ~~Both~~This ~~data~~disclosure ~~centers~~must ~~are~~occur ~~simultaneously~~when ~~operational~~establishing ~~and~~the ~~replicate~~customer ~~data~~relationship ~~continually~~and, in ~~real~~some ~~time.~~cases, ~~These~~at ~~two~~least ~~data~~annually ~~centers~~thereafter. ~~store~~We ~~all~~must ~~operational~~ensure ~~data~~that ~~and document~~our ~~images.~~systems ~~The~~are ~~redundancy~~designed ~~and~~to ~~infrastructure~~protect the confidentiality of ~~the~~customers’ ~~data~~nonpublic ~~centers~~personal ~~allows~~information, usand towe ~~switch~~have ~~between~~policies ~~data~~and ~~centers~~procedures ~~transparently~~in orplace to ~~switch~~address ~~only~~unauthorized ~~certain~~disclosure ~~business~~of ~~continuity~~a ~~functions,~~customer’s asnonpublic ~~necessary.~~personal information.

~~Employees~~· The Bank Secrecy Act, or “BSA,” as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or “USA PATRIOT Act,” which imposes a range of anti-money laundering, or “AML,” and anti-terrorism obligations on covered financial institutions. As required by the BSA and USA PATRIOT Act, we undertake certain AML and anti-terrorism compliance measures, including steps to verify the identity of our customers, and we may be required to employ other measures to ensure our compliance with requirements that we report and maintain records regarding transactions that satisfy certain thresholds. In addition, the Office of Foreign Assets Control, or “OFAC,” is responsible for administering and enforcing economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction and other threats to the national security, foreign policy or economy of the U.S. to insure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes, and routinely updates, lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons. If we find a name on any transaction, account or wire transfer that is on an OFAC list, we must undertake certain specified activities, which could include blocking or freezing the transaction requested, and we must notify the appropriate authorities.

As· The Equal Credit Opportunity Act, or “ECOA,” which prohibits discrimination against any credit applicant on the basis of ~~December 31~~any protected category, ~~2011~~ such as race, color, religion, national origin, sex, marital status, age, whether the applicant receives public assistance and whether the applicant has exercised a right under the Consumer Credit Protection Act. The ECOA requires us to notify credit applicants of any action taken on the individual’s credit application. We must provide a loan applicant a Notice of Adverse Action, or “NOAA,” when we ~~had~~deny 3an application for credit,~~497~~ ~~employees~~which must include, ~~comprised~~among asother ~~follows:~~things, a statement of the ECOA’s prohibition on discrimination and an explanation of the applicant’s rights under the ECOA.

Stores and Field Management			3,150
Corporate			347
Total			3,497

· The Fair Credit Reporting Act, or “FCRA,” which requires that we give certain notices to customers if we deny credit based upon a credit report or offer a customer less favorable credit terms based upon information in a credit report. Further, the FCRA requires us to implement and follow a “Red Flags Policy” to detect and prevent identity theft.

We· The ~~consider~~Truth ~~our~~in ~~employee~~Lending ~~relations~~Act toand beits ~~positive.~~underlying ~~None~~regulations, ofwhich impose specific requirements on our ~~employees~~disclosure ~~are~~to ~~covered~~customers byof ~~collective bargaining~~credit ~~agreements~~terms, ~~and~~including wethe ~~have~~annual ~~never~~percentage ~~experienced~~rate, ~~any~~finance ~~organized~~charge, ~~work~~amount ~~stoppage~~financed, ~~strike~~total orof ~~labor~~payments, ~~dispute.~~payment schedule, security, late charges, prepayment and default, related to each automobile title lending transaction.

7· Federal laws which cap the annual percentage rate that may be charged on consumer loans made to active duty military personnel and their immediate families at 36% per year. This 36% annual cap applies to automobile title loans that have terms of 181 days or fewer. In addition, we are subject to the Servicemembers Civil Relief Act, which limits the amount of interest we can charge and our right to repossess collateral from military customers.

~~Table of Contents~~8

~~Index~~Table toof ~~Financial Statements~~Contents

~~Regulation~~ITEM 1A. RISK FACTORS.

Our ~~automobile~~business ~~title~~faces ~~lending~~a ~~operations~~variety ~~are~~of ~~subject~~risks toand ~~laws~~uncertainties, ~~regulations~~including ~~and~~those ~~supervision~~described inbelow, ~~each~~that ofcould ~~the~~materially ~~states~~and inadversely ~~which~~affect weour ~~operate.~~business, Wefinancial ~~are~~condition ~~also~~and ~~subject~~results toof ~~federal~~operations and ~~state~~could ~~laws~~cause ~~and~~actual ~~regulations~~results ~~related~~ to ~~the~~ ~~recording~~differ materially from our expectations and ~~reporting~~projections. ofYou ~~certain~~should ~~financial~~read ~~transactions~~these ~~and~~risk ~~the~~factors ~~privacy~~in ofconjunction ~~customer~~with ~~information~~“Item 7. ~~The~~Management’s ~~following~~Discussion isand aAnalysis ~~general~~of ~~description~~Financial ofCondition ~~significant~~and ~~regulations~~Results ~~affecting~~of Operations” and our ~~automobile~~consolidated ~~title~~financial ~~lending~~statements ~~business~~and related notes in “Item 8. Financial Statements and Supplementary Data.”

~~State~~Our industry is strictly regulated at the state, federal and ~~Local~~local ~~Regulation~~levels. Our failure to comply with applicable laws and regulations governing consumer protection, lending practices and other aspects of our business, as well as changes in applicable laws and regulations, could have a significant adverse impact on our business, results of operations, financial condition and ability to service our debt obligations.

~~Each~~Our ofbusiness ~~the~~and ~~states~~products inare ~~which~~subject weto ~~operate~~extensive ~~has~~regulation ~~specific~~by state, orfederal and local ~~licensing~~governments ~~requirements~~that ~~applicable~~do toor ~~offering~~may ~~loans~~impose ~~secured~~significant bycosts ~~title~~or tolimitations ~~personal~~on ~~property~~the way we conduct or expand our business. In general, ~~whether~~these ~~through~~regulations aare ~~traditional loan~~intended to protect consumers, ~~title~~rather ~~loan~~than our investors or ~~pawn~~creditors. ~~transaction~~See “Item 1. WeBusiness—Regulation” ~~obtain~~for a summary of the many significant state, orfederal and local ~~licenses~~laws ~~where~~and ~~required~~regulations governing our business and industry. Furthermore, the laws and regulations governing our business are subject to change.

WeOur ~~are~~failure ~~subject~~or ~~to various state regulations governing~~ the ~~terms~~failure of ~~the~~any ~~automobile~~of ~~title~~our ~~loans~~employees weto ~~offer.~~comply ~~Several~~with applicable state, ~~regulations~~federal ~~limit our recourse against the customer~~ and ~~the~~local ~~amount that we may lend or provide~~requirements, aswhether ~~well~~voluntary ~~as restrict the amount of finance~~ or ~~service charges or fees that we may assess and~~involuntary, incould ~~certain~~require ~~situations,~~us ~~limit a customer’s ability~~ to ~~renew~~discontinue ~~any~~our ~~such loans. For example, we are prohibited from providing~~ automobile title ~~loans~~lending inbusiness ~~excess of $2,500~~ in ~~Mississippi~~applicable ~~and Tennessee~~jurisdictions, ~~$3,500~~which incould ~~Florida, and~~negatively ~~$4,000~~impact inour ~~Illinois (under certain circumstances)~~business. InFailure ~~addition, we may not provide an automobile title loan~~ to a customer under the age of 19 in Alabama. In some states, we are required to meet minimum bonding or capital requirements and are subject to various transaction record-keeping requirements. In several states, we are subject to periodic examination by state regulators, including examination at the discretion of, and/or without notice by, such state regulators. We must also comply with ~~various~~applicable ~~consumer~~laws ~~disclosure requirements, which are typically similar~~ or ~~equivalent~~regulations tocould ~~the~~result ~~federal Truth~~ in ~~Lending~~sanctions ~~Act~~by ~~and~~regulatory ~~corresponding federal regulations. For example~~agencies, ~~Texas~~civil ~~recently~~money ~~passed~~penalties ~~two~~or ~~bills:~~reputational ~~HB 2592~~damage, which ~~codifies~~could ~~certain loan~~have ~~disclosure and transparency requirements, and HB 2594, which establishes~~ a ~~framework~~material ~~for~~adverse ~~regulation~~effect ofon our ~~industry by the Consumer Credit Commission~~business, ~~including~~financial ~~licensing standards~~condition, ~~fees~~results ~~and reporting requirements. In the states in which we have recourse against the customer for payment~~ of ~~the~~operations ~~obligation,~~and ~~our~~ability ~~collection activities regarding past due loans may also be subject~~ to ~~consumer~~service our debt ~~collection laws and regulations adopted by the various states~~obligations. ~~In addition, we must comply with general consumer protection laws in each state, including laws governing the repossession and foreclosure of collateral.~~

~~In addition~~The toDodd-Frank ~~state laws and regulations~~Act, ~~our~~as ~~business~~well ~~is subject to various local rules and regulations such~~ as ~~local~~potential ~~zoning~~legislation regulation and permit licensing. For example, the Dallas and Austin, Texas City Councils both recently passed ordinances that would restrict extensions of consumer credit by title lenders within city limits by, among other things, linking maximum allowable loan size to 3% of a consumer’s gross annual income, mandating a 25% principal reduction requirement on refinances or renewals and limiting the term of a loan to no more than four months. The industry is currently pursuing legal action against the cities of Dallas and Austin by challenging the legality of the ordinances in ~~court~~various ~~and~~states ~~appealing~~if ~~to the Texas Office of the Consumer Credit Commissioner to intervene. TitleMax of Texas~~adopted, ~~Inc.~~creates issignificant ~~also~~uncertainty ~~engaged~~about invarious ~~challenging~~important ~~the~~aspects ~~legality~~ of ~~the~~our ~~ordinances in Dallas~~business. ~~The Dallas City Council has postponed the effective date of its ordinances to June 17, 2012, and the Austin City Council has postponed the effective date of its ordinances to May 1, 2012.~~

8The Dodd-Frank Act that took effect on July 21, 2010 is extensive and significant legislation that, among other things:

~~Table~~· creates a liquidation framework for the resolution of ~~Contents~~large bank holding companies and systemically significant nonbank financial companies;

~~Index~~· creates toa ~~Financial~~new ~~Statements~~framework for the regulation of over-the-counter derivatives activities;

~~Federal~~· strengthens ~~Regulation.~~the regulatory oversight of securities and capital markets activities by the Securities and Exchange Commission, or “SEC;” and

~~Our~~· creates ~~lending~~the ~~activities~~CFPB, ~~are~~a ~~also~~new ~~subject~~federal toauthority ~~several~~responsible ~~federal~~for ~~statutes~~administering and enforcing the laws and regulations, ~~including~~for ~~the~~consumer ~~following:~~financial products and services.

• The Dodd-Frank ~~Wall~~Act ~~Street~~will ~~Reform~~impact ~~and~~the ~~Consumer~~offering, ~~Protection~~marketing ~~Act,~~and orregulation ~~the~~of ~~“Dodd-Frank~~consumer ~~Act,”~~financial products and ~~implementing~~services ~~regulations~~offered ~~thereunder~~by financial institutions, which may ~~impact~~include the ~~marketing and regulation of the~~ products and services offered by the Company,. ~~depending~~The onCFPB ~~the~~has ~~extent~~supervision, toexamination ~~which~~and ~~the~~enforcement ~~Company~~authority ~~and~~over ~~its~~the consumer financial products and services ~~are~~of ~~ultimately~~certain ~~determined~~non-depository toinstitutions, bewhich ~~subject~~could toinclude ~~such~~the ~~Act and regulations~~Company. ~~The~~Compliance ~~Consumer~~with ~~Financial Protection Bureau, or~~ the ~~“CFPB,”~~regulations ~~which~~implemented ~~was~~under ~~established pursuant to~~ the Dodd-Frank Act, ~~has~~or ~~indicated~~the ~~its~~oversight ~~initial~~of ~~focus will be on creating transparency and disclosure in~~ the ~~consumer~~SEC ~~financial~~or ~~products~~CFPB ~~markets~~may toimpose ~~allow~~costs ~~consumers~~on, tocreate ~~compare~~operational ~~products~~constraints infor aor ~~clear~~place ~~and~~limits ~~simple~~on ~~format.~~pricing Onwith ~~January~~respect 4,to ~~2012,~~finance ~~Richard~~companies ~~Cordray~~such ~~was~~as ~~appointed Director of~~ the ~~CFPB~~Company. ~~Although~~Until ~~the~~implementing ~~CFPB~~regulations ~~has~~are ~~not~~issued, ~~been~~no ~~focused~~assurance oncan ~~our~~be ~~industry,~~given that these new requirements ~~and~~imposed ~~oversight~~ by the ~~CFPB,~~Dodd-Frank toAct ~~the~~will ~~extent~~not ~~applicable~~increase toour ~~us,~~cost ~~could~~of ~~restrict~~doing ~~the~~business, ~~products~~impose ~~and~~new ~~services~~restrictions weon ~~offer or~~ the way in which we conduct our business, ~~place~~or ~~limits~~add onsignificant ~~the~~operational ~~pricing~~constraints ofthat ~~our~~might ~~products~~impair ~~and services and increase~~ our ~~cost of doing business~~profitability. ItThe isCFPB ~~still~~also ~~unclear~~has ~~to what extent~~ the ~~CFPB~~power ~~will~~to ~~have~~define ~~regulatory~~and ~~oversight~~ban ~~of the industry; however~~“unfair, ~~the~~deceptive ~~CFPB~~or isabusive” ~~not~~practices ~~authorized~~in toconnection ~~impose~~with ~~interest rate caps on~~ consumer ~~loans~~products.

•We ~~The~~are ~~Gramm-Leach-Bliley~~currently ~~Act~~following legislative and ~~its~~regulatory ~~underlying~~developments ~~regulations,~~in ~~which~~Congress ~~relates~~and in individual states where we conduct business. It is difficult to ~~privacy~~assess ~~and~~the ~~data~~likelihood ~~security~~of the enactment of any unfavorable federal or state legislation, and ~~requires~~there uscan be no assurance that additional legislative or regulatory initiatives will not be enacted which would severely restrict, prohibit or eliminate our ability to ~~disclose~~offer title loans. Any federal or state legislative or regulatory action that would serve to restrict the types of activities in which the Company is engaged could have a material adverse impact on our ~~customers~~business, prospects, results of operations, financial condition and cash flows and could impair our ~~privacy~~ability ~~policy~~to service our debt obligations and ~~practices~~to continue current operations. For example, ~~including~~certain ~~those~~consumer ~~relating~~advocacy groups and federal and state legislators have asserted that laws and regulations should be tightened to severely limit, if not eliminate, the ~~sharing~~availability of acertain ~~customer’s~~consumer ~~nonpublic~~loan ~~personal~~products, ~~information~~including ~~with~~title ~~third parties~~loans. ~~This~~Additional ~~disclosure~~possible ~~must~~restrictive ~~occur~~actions ~~when~~include, ~~establishing~~among others, the ~~customer~~imposition ~~relationship~~of ~~and,~~limits inon ~~some~~APRs ~~cases,~~on atconsumer ~~least~~loan ~~annually~~transactions ~~thereafter~~or the prohibition of cash advance and similar services. WeThe ~~must~~extent ~~ensure~~of ~~that~~the ~~our~~impact ~~systems~~of ~~are~~any ~~designed~~future tolegislative ~~protect~~or regulatory changes will depend on the ~~confidentiality~~nature of ~~customers’~~the ~~nonpublic~~legislative ~~personal~~or ~~information~~regulatory change, the jurisdictions to which the new or modified laws would apply and the amount of business we ~~have~~do ~~policies~~in ~~and~~that ~~procedures~~jurisdiction. Moreover, similar actions by states in ~~place~~which towe ~~address~~do ~~unauthorized~~not ~~disclosure~~currently ofoperate acould ~~customer’s~~limit ~~nonpublic~~our ~~personal~~opportunities ~~information~~to pursue our growth strategies.

• The Bank Secrecy Act, or “BSA,” as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or “USA PATRIOT Act,” which imposes a range of anti-money laundering, or “AML,” and anti-terrorism obligations on covered financial institutions. As required by the BSA and USA PATRIOT Act, we undertake certain AML and anti-terrorism compliance measures, including steps to verify the identity of our customers, and we may be required to employ other measures to ensure our compliance with requirements that we report and maintain records regarding transactions that satisfy certain thresholds. In addition, the Office of Foreign Assets Control, or “OFAC,” is responsible for administering and enforcing economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction and other threats to the national security, foreign policy or economy of the U.S. to insure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes, and routinely updates, lists of names of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, including the Specially Designated Nationals and Blocked Persons. If we find a name on any transaction, account or wire transfer that is on an OFAC list, we must undertake certain specified activities, which could include blocking or freezing the transaction requested, and we must notify the appropriate authorities.9

•Table ~~The Equal Credit Opportunity Act, or “ECOA,” which prohibits discrimination against any credit applicant on the basis~~ of any protected category, such as race, color, religion, national origin, sex, marital status, age, whether the applicant receives public assistance and whether the applicant has exercised a right under the Consumer Credit Protection Act. The ECOA requires us to notify credit applicants of any action taken on the individual’s credit application. We must provide a loan applicant a Notice of Adverse Action, or “NOAA,” when we deny an application for credit, which must include, among other things, a statement of the ECOA’s prohibition on discrimination and an explanation of the applicant’s rights under the ECOA.Contents

•In ~~The~~addition ~~Fair~~to ~~Credit~~state ~~Reporting~~and ~~Act,~~federal orlaws ~~“FCRA~~and regulations,” ~~which~~our ~~requires~~business ~~that~~is wesubject ~~give~~to ~~certain~~various ~~notices~~local torules and ~~customers~~regulations ifsuch weas ~~deny~~local ~~credit~~zoning ~~based~~regulation ~~upon~~and apermit ~~credit~~licensing. ~~report~~Local orjurisdictions’ ~~offer~~efforts ato ~~customer~~restrict ~~less~~the ~~favorable~~business ~~credit~~of ~~terms~~alternative ~~based~~financial ~~upon~~services ~~information~~product inproviders athrough ~~credit~~the ~~report~~use of local zoning and permitting laws have been on the rise. ~~Further,~~Actions taken in the ~~FCRA~~future ~~requires~~by uslocal governing bodies to ~~implement~~require ~~and~~special ~~follow~~use permits or impose other restrictions on such lenders could have a ~~“Red~~material ~~Flags~~adverse ~~Policy~~effect on us. See “Business—Regulation” toin ~~detect~~Item ~~and~~1 ~~prevent~~of ~~identity~~this ~~theft~~report.

•Failure ~~The~~to ~~Truth~~maintain incertain ~~Lending~~criteria ~~Act~~required ~~and~~by ~~its~~state ~~underlying~~and ~~regulations,~~local ~~which~~regulatory ~~imposes~~bodies ~~specific~~could ~~requirements~~result onin ~~our~~fines ~~disclosure~~or ~~to customers of credit terms including~~ the ~~annual~~loss ~~percentage rate, finance charge, amount financed, total~~ of ~~payments,~~our ~~payment~~licenses ~~schedule, security, late charges, prepayment and default, among other details related~~ to ~~each~~conduct ~~automobile title lending transaction~~business.

•Most ~~Federal~~states ~~laws~~in which ~~cap~~we ~~the~~operate ~~annual~~require ~~percentage~~licenses ~~rate~~to ~~that~~conduct ~~may~~our bebusiness. ~~charged~~These onstates ~~consumer~~or ~~loans~~their ~~made~~respective toregulatory ~~active~~bodies ~~duty~~have ~~military~~established ~~personnel~~criteria ~~and~~we ~~their~~must ~~immediate~~meet ~~families~~in atorder ~~36%~~to ~~per~~obtain, ~~annum~~maintain and renew those licenses. ~~This~~For ~~36%~~example, ~~cap~~many ~~applies~~of tothe ~~automobile~~states ~~title~~in ~~loans~~which ~~that~~we ~~have~~operate ~~terms~~require us to maintain a minimum amount of ~~181~~net ~~days~~worth or ~~fewer~~equity. InFrom ~~addition~~time to time, we are subject to audits in these states to ensure we are meeting the ~~Servicemembers~~applicable ~~Civil~~requirements ~~Relief~~to ~~Act~~maintain these licenses. Failure to meet these requirements could result in the revocation of our existing licenses, ~~which~~the ~~limits~~denial of our new licensing requests or the ~~amount~~imposition of ~~interest~~fines, wewhich ~~can~~could ~~charge~~adversely affect our results of operations, cash flows and ability to service our ~~right~~debt obligations. We also cannot guarantee that future license applications or renewals will not be denied. If we were to ~~repossess~~lose ~~collateral~~any ~~from~~of ~~military~~our ~~customers~~licenses to conduct our business, it could result in the temporary or permanent closure of stores, which could adversely affect our results of operations, cash flows and ability to service our debt obligations.

9Media reports and public perception of consumer loans, such as automobile title loans, as being predatory or abusive could decrease the demand for our automobile title loans and lead to more restrictive regulation.

~~Table~~Certain consumer advocacy groups and federal and state legislators have asserted that laws and regulations should be tightened to severely limit, if not eliminate, the availability of ~~Contents~~certain loan products, such as automobile title loans, to consumers. The consumer advocacy groups and media reports generally focus on the cost to a consumer for this type of loan, which is often alleged to be higher than the interest typically charged by banks or similar lending institutions to consumers with better credit histories. The consumer advocacy groups and media reports characterize these consumer loans as predatory or abusive. If the negative characterization of these types of loans becomes increasingly accepted by consumers, demand for automobile title loans could significantly decrease, which could have a material adverse effect on our business, results of operations, financial condition and ability to service our debt obligations. Additionally, if the negative characterization of these types of loans is accepted by legislators and regulators, we could become subject to more restrictive laws and regulations, which could have a material adverse effect on our business, results of operations, financial condition and ability to service our debt obligations.

~~Index~~Legal toproceedings ~~Financial~~may ~~Statements~~increase our costs and distract our management team.

~~ITEM 1A~~In the past, we and our competitors have been subject to regulatory proceedings, class action lawsuits and other litigation regarding the offering of alternative financial services. ~~RISK~~ ~~FACTORS~~We are currently a defendant in multiple legal proceedings. See “Item 3. Legal Proceedings.” It is likely that in the future, we will be subject to currently unforeseen legal proceedings. The adverse resolution of any current or future legal proceeding could cause us to have to refund fees and interest collected, refund the principal amount of advances, pay damages or other monetary penalties or modify or terminate our operations in certain local, state or federal jurisdictions. The defense of such legal proceedings, even if successful, requires significant time and attention of our senior officers and other management personnel that would otherwise be spent on other aspects of our business and requires the expenditure of substantial amounts for legal fees and other related costs. Settlement of lawsuits may also result in significant cash payouts and modifications to our operations. Due to the uncertainty surrounding the litigation process, except for those matters for which an accrual has been provided, we are unable to reasonably estimate the range of loss, if any, at this time in connection with the legal proceedings in which we are currently involved. An adverse judgment or settlement of a legal proceeding may substantially exceed any amount currently accrued and could have a material adverse effect on our business, results of operations, financial condition and ability to service our debt obligations.

The risks and uncertainties described below could materially and adversely affect our business, financial condition and results of operations and could cause actual results to differ materially from our expectations and projections. You should read these Risk Factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our consolidated financial statements and related notes in Item 8. There also may be other factors that we cannot anticipate or that are not described in this report generally because we do not currently perceive them to be material. Those factors could cause results to differ materially from our expectations. 10

~~Risks~~Table ~~Relating~~of ~~to Our Business and Industry~~ Contents

~~The~~Judicial ~~industry in which we operate is strictly regulated at both the state and federal levels. Changes in applicable laws and regulations governing consumer protection~~decisions, ~~lending~~CFPB ~~practices~~rule-making ~~and other aspects of our business,~~ or ~~our~~amendments ~~failure~~ to ~~comply~~the ~~with~~Federal ~~applicable~~Arbitration ~~laws~~Act ~~and regulations,~~ could ~~have~~render athe ~~significant~~arbitration ~~adverse~~agreements ~~impact~~we onuse ~~our~~illegal ~~business,~~or ~~results of operations, financial condition and ability to service our debt obligations~~unenforceable.

~~Our~~We ~~business~~include ~~and~~pre-dispute ~~products~~arbitration ~~are~~provisions ~~subject~~in ~~to extensive~~our ~~regulation~~loan byagreements. ~~state,~~These ~~federal~~provisions ~~and~~are ~~local~~designed ~~governments~~to ~~that~~allow ~~may~~us ~~impose~~to ~~significant~~resolve ~~costs~~any orcustomer ~~limitations~~disputes onthrough ~~the~~individual ~~way~~arbitration werather ~~conduct~~than orin ~~expand~~court. ~~our~~Our ~~business.~~arbitration Inprovisions ~~general,~~explicitly ~~these~~provide ~~regulations~~that ~~are~~all ~~intended~~arbitrations towill ~~protect~~be ~~consumers,~~conducted ~~not~~on ~~our~~an ~~investors~~individual ~~or creditors.~~basis ~~See~~and ~~“Item~~not 1on a class basis. ~~Business—Regulation”~~Thus, ~~for~~our aarbitration ~~discussion~~agreements, ofif enforced, have the ~~regulatory~~effect ~~environment~~of ~~governing~~shielding ~~our~~us ~~business~~from ~~and~~class ~~industry~~action liability. They do not generally have any impact on regulatory enforcement proceedings.

~~Our~~We ~~business~~take ~~operates~~the ~~under~~position that the Federal Arbitration Act requires the enforcement in accordance with the terms of arbitration agreements containing class action waivers of the type we use. While many courts, particularly federal courts, have agreed with this argument in cases involving other parties, an increasing number of courts, including courts in California, Missouri, Washington, New Jersey, and a ~~variety~~number of ~~state~~other ~~statutes~~states, have concluded that arbitration agreements with class action waivers are “unconscionable” and ~~regulations~~hence unenforceable, ~~including~~particularly ~~those~~where ~~relating~~a ~~to:~~small dollar amount is in controversy on an individual basis.

•While ~~licensing~~the U.S. Supreme Court recently ruled in the AT&T Mobility v. Concepcion case that consumer arbitration agreements meeting certain specifications are enforceable, our arbitration agreements differ in several respects from the agreement at issue in that case, thereby potentially limiting the precedential effect of the decision on our business. In addition, Congress has considered legislation that would generally limit or prohibit mandatory pre-dispute arbitration in consumer contracts and ~~posting~~has adopted such a prohibition with respect to certain mortgage loans and also certain consumer loans to members of ~~fees;~~the military on active duty and their dependents. Further, the Dodd-Frank Act directs the CFPB to study consumer arbitration and report to Congress and authorizes the CFPB to adopt rules limiting or prohibiting consumer arbitration, consistent with the results of its study. Any such rule would apply to arbitration agreements entered into more than six months after the final rule becomes effective (and not to prior arbitration agreements).

•Any ~~lending~~judicial ~~practices~~decisions, ~~including~~legislation ~~disclosure~~or ~~requirements~~other ~~such~~rules or regulations that impair our ability to enter into and enforce pre-dispute consumer arbitration agreements could significantly increase our exposure to class action litigation as ~~those~~well ~~contained~~as litigation in ~~state~~plaintiff-friendly ~~truth~~jurisdictions. inSuch ~~lending~~litigation ~~laws~~could have a material adverse effect on our business, results of operations, financial condition and ~~related~~ability ~~consumer~~to ~~protection~~service ~~laws;~~our debt obligations.

•Our ~~interest~~insurance ~~rates~~coverage ~~and~~limits ~~fees;~~may be inadequate to cover our liabilities or one or more of our insurance carriers could default on their obligations.

•As ~~currency~~a ~~reporting;~~result of the liability risks inherent in our line of business, we maintain liability insurance intended to cover various types of property, casualty and other risks. The types and amounts of insurance that we obtain vary from time to time, depending on availability, cost and our decisions with respect to risk retention. The policies are subject to deductibles and exclusions that result in our retention of a level of risk on a self-insured basis. Our insurance policies are subject to annual renewal. The coverage limits of our insurance policies may not be adequate, and we may not be able to obtain liability insurance in the future on acceptable terms or at all. In addition, our insurance premiums may be subject to increases in the future which may be material. Furthermore, the losses that are insured through commercial insurance are subject to the credit risk of those insurance companies. While we believe our commercial insurance providers are currently credit worthy, we cannot assure you that such insurance companies will remain so in the future. Inadequate insurance coverage limits, increases in our insurance costs or losses suffered due to one or more of our insurance carriers defaulting on their obligations, could have a material adverse effect on our financial condition, results of operations and ability to service our debt obligations.

•A ~~recording~~significant ~~and~~portion ~~reporting~~ of ~~certain~~our ~~financial~~revenue ~~transactions;~~is generated by our stores in Georgia, Alabama, Tennessee and South Carolina.

•Approximately ~~privacy~~28%, 12%, 11% and ~~data~~8% ~~security~~of our stores are located in Georgia, Alabama, Tennessee and South Carolina, respectively, which accounted for approximately 36%, 16%, 13% and 13% of ~~personal~~our ~~consumer~~revenue, ~~information;~~respectively, for the year ended December 31, 2012. As a result, if any of the events noted in these risk factors were to occur in these states, including changes in the regulatory environment or worsening of economic conditions, it could significantly reduce our revenue and cash flow and could have a material adverse effect on our business, results of operations, financial condition and ability to service our debt obligations.

~~• prompt remittance of excess proceeds from the sale of repossessed automobiles in certain states in which we operate; and~~11

•Table ~~serving~~of ~~as a credit services organization, or “CSO,” in certain states in which we may expand our operations.~~Contents

~~Most~~If ~~states~~we ~~with~~lose ~~laws~~key ~~that~~management ~~specifically regulate our products and services establish allowable fees, interest and other financial terms. In addition, many states regulate the maximum amount, maturity and renewal~~ or ~~extension~~are ofunable ~~terms for the loans we provide. The terms of our products and services vary from state~~ to ~~state~~attract ~~in order to comply with the specific laws~~ and ~~regulations~~retain ~~of those~~quality ~~states.~~management ~~For example~~talent, we ~~are prohibited from providing automobile title loans in excess of $2,500 in Mississippi and Tennessee, $3,500 in Florida and $4,000 in Illinois (under certain circumstances). In addition, we~~ may ~~not~~be ~~provide~~unable ~~an automobile title loan~~ to aprofitably ~~customer under the age of 19 in Alabama and under the age of 18 in all other states in which we currently~~ operate. ~~Our business is primarily regulated at the state level, although at the federal level, we are subject to requirements applicable to military personnel~~ and ~~certain~~grow ~~federal lending requirements such as Truth in Lending disclosure requirements. Our failure or the failure of any of~~ our ~~employees to comply with applicable state and federal requirements, whether voluntary or involuntary, could require us to discontinue our automobile title lending~~ business ~~in applicable jurisdictions, which could negatively impact our business~~. Failure to comply with applicable laws or regulations could result in sanctions by regulatory agencies, civil money penalties or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations.

~~The~~Our ~~laws~~continued growth and ~~regulations~~future ~~governing~~success ~~our~~will ~~business~~depend ~~are~~on ~~subject~~our ability to ~~change.~~retain Inthe ~~recent~~members ~~years~~of our senior management team, ~~certain~~who ~~consumer~~possess ~~advocacy~~valuable ~~groups~~knowledge of, and ~~federal~~experience with, the legal and ~~state~~ ~~legislators~~regulatory ~~have~~environment ~~asserted~~of ~~that~~our ~~laws~~industry and ~~regulations~~who ~~should~~have bebeen ~~tightened~~instrumental in developing our strategic plans and procuring capital to ~~severely~~enable ~~limit,~~the ifpursuit ~~not~~of ~~eliminate,~~those plans. The loss of the ~~availability~~services of ~~certain~~members ~~consumer~~of ~~loan~~senior ~~products~~management, ~~including~~together ~~title~~with ~~loans.~~any inability to attract new skilled management, could harm our business and future development.

10The interests of our Parent’s sole beneficial owner may be different than those of our investors.

~~Table~~Tracy Young is our founder, Chairman of ~~Contents~~the Board, Chief Executive Officer, President and the sole beneficial owner of our parent holding company, TMX Finance Holdings Inc. As a result, subject to the limitations in the agreements governing our indebtedness, including the indenture governing our senior secured notes, or the “Indenture,” Mr. Young has the ability to control substantially all matters of significance to the Company, including the strategic direction of our business, the election and removal of the managers of TMX Finance LLC, the appointment and removal of our officers, the approval or rejection of a sale, merger, consolidation or other business combination, the issuances of additional equity or debt securities, amendments of our organizational documents, the entering into of related party transactions and the dissolution and liquidation of the Company, regardless of whether the holders of the senior secured notes, or our “bondholders,” believe that any such action is in their best interests.

~~Index~~As a result of Mr. Young’s complete beneficial ownership and control of our Company, his interests could conflict with the interests of our bondholders. For example, if we encounter financial difficulties or are unable to ~~Financial~~pay ~~Statements~~our debts as they mature, Mr. Young’s interests as the sole equity owner of our Parent might conflict with the interests of our bondholders. Mr. Young might also have an interest in pursuing transactions that, in his judgment, could enhance his equity investment, even though such transactions might involve risks to our bondholders. In addition, Mr. Young could cause us to make acquisitions that increase the amount of our indebtedness or sell assets, either of which may impair our ability to make payments under the notes.

~~The~~Economic ~~Dodd-Frank Act~~recession, asunemployment ~~well~~and asother ~~proposed~~factors ~~legislation~~could result in ~~various~~a ~~states~~reduction ifin ~~adopted,~~demand ~~could~~for ~~negatively affect~~ our ~~business~~products and ~~results~~services, ofand ~~operations.~~we may be unable to adapt to any such reduction.

~~The~~Factors ~~Dodd-Frank~~that ~~Act~~influence ~~that~~demand ~~took~~for ~~effect~~our onproducts ~~July 21~~and services include macroeconomic conditions such as employment, ~~2010~~personal isincome ~~extensive~~ and ~~significant~~consumer ~~legislation~~sentiment. If consumers become more pessimistic regarding the outlook for the economy and therefore spend less and save more, demand for title loans may decline. In addition, weakened economic conditions may result in an increase in loan defaults and loan losses. We can give no assurance that we will be able to sustain our current charge-off rates or that we will not experience increasing difficulty in collecting defaulted loans. Further, ~~among~~in ~~other~~an ~~things:~~economic slowdown, we could be required to tighten our underwriting standards, which likely would reduce our loan balances.

•Should ~~creates~~we afail ~~liquidation~~to ~~framework~~adapt to any significant declines in consumers’ demand for ~~the~~our ~~resolution~~products ofor ~~large~~services, ~~bank~~our ~~holding~~revenues ~~companies~~could decrease significantly and ~~systemically~~our ~~significant~~operations ~~nonbank~~could ~~financial~~be ~~companies;~~harmed. Even if we do make changes to existing products or services or introduce new products or services to fulfill consumer demand, consumers may resist or may reject such products or services.

•We ~~creates~~are asubject ~~new~~to ~~framework~~liabilities for ~~the~~claims ~~regulation~~related ofto ~~over-the-counter~~repossession ~~derivatives~~of ~~activities;~~automobiles.

•We ~~strengthens~~use ~~the~~licensed ~~regulatory~~third-party ~~oversight~~providers in connection with the repossession of ~~securities~~defaulting customers’ automobiles. We typically enter into agreements with these providers in which they indemnify us for all losses related to claims arising from a repossession and ~~capital~~warrant ~~markets~~that ~~activities~~they bymaintain ~~the~~insurance ~~SEC;~~sufficient to cover such claims and indemnification obligations; however, we do not enter into these agreements with every third-party provider. We are subject to the risk that any third-party provider that we use may not have sufficient insurance to cover such claims or indemnification obligations. In such event, we may be subject to claims of customers related to repossession, which could have an adverse effect on our business.

~~• creates the CFPB, a new federal authority responsible for administering and enforcing the laws and regulations for consumer financial products and services.~~12

~~The~~Table ~~Dodd-Frank Act will impact the offering, marketing and regulation~~ of consumer financial products and services offered by financial institutions, which may include the products and services offered by the Company. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions, which could include the Company. Compliance with the regulations implemented under the Dodd-Frank Act or the oversight of the SEC or CFPB may impose costs on, create operational constraints for or place limits on pricing with respect to finance companies such as the Company. Until implementing regulations are issued, no assurance can be given that these new requirements imposed by the Dodd-Frank Act will not increase our cost of doing business, impose new restrictions on the way in which we conduct our business or add significant operational constraints that might impair our profitability. The CFPB also has the power to define and ban “unfair, deceptive or abusive” practices in connection with consumer products. Contents

WeDisruptions ~~are currently following legislative and regulatory developments~~ in ~~Congress and in individual states where we conduct business. It is difficult to assess~~ the ~~likelihood~~credit ~~of the enactment of any unfavorable federal or state legislation,~~ and ~~there~~capital ~~can~~markets be no assurance that additional legislative or regulatory initiatives will not be enacted which would severely restrict, prohibit or eliminate our ability to offer title loans. Any federal or state legislative or regulatory action that would serve to restrict the types of activities in which the Company is engaged could ~~have~~negatively ~~a material adverse~~ impact on our business, prospects, results of operations, financial condition and cash flows and could impair our ability to service our debt obligations and to continue current operations. Examples of such actions include, among others, the ~~imposition~~ ofavailability ~~limits on APRs on consumer loan transactions or the prohibition of cash advance~~ and ~~similar~~cost ~~services. The extent~~ of the impact of any future legislative or regulatory changes will depend on the nature of the legislative or regulatory change, the jurisdictions to which the new or modified laws would apply and the amount of business we do in that jurisdictionborrowing. ~~Moreover, similar actions by states in which we do not currently operate could limit our opportunities to pursue our growth strategies.~~

InBorrowed ~~addition~~funds torepresent ~~state~~a ~~and~~significant ~~federal~~portion ~~laws~~of ~~and~~our ~~regulations~~capital. We rely on borrowed capital, ~~our~~together ~~business~~with iscash ~~subject~~flows from operations, to ~~various~~fund ~~local~~our ~~rules~~working capital needs, including making title loans. Disruptions in the credit and ~~regulations~~ capital markets, such as ~~local~~those ~~zoning~~experienced ~~regulation~~in 2008 and ~~permit~~2009, ~~licensing.~~could ~~Local~~adversely ~~jurisdictions’~~affect ~~efforts~~our ability to ~~restrict~~obtain ~~the~~cash ~~business~~to ofmake ~~alternative~~title ~~financial~~loans ~~services~~and ~~product~~to ~~providers~~refinance ~~through~~existing ~~the~~debt ~~use~~obligations. ofEfficient ~~local~~access ~~zoning~~to ~~and~~these ~~permitting~~markets ~~laws~~is ~~have~~critical ~~been~~to onour ~~the rise.~~ongoing ~~Actions~~financial ~~taken~~success; inhowever, ~~the~~our future byaccess ~~local~~to ~~governing~~the ~~bodies~~credit toand ~~require~~debt ~~special~~capital ~~use~~markets ~~permits~~could orbecome ~~impose~~restricted ~~other~~due ~~restrictions~~to ona ~~such~~variety ~~lenders~~of ~~could~~factors, ~~have~~including a ~~material~~deterioration ~~adverse~~of ~~effect~~our onearnings, ~~us.~~cash ~~For example~~flow, ~~the~~balance ~~Dallas~~sheet ~~and~~quality ~~Austin,~~or ~~Texas~~overall ~~City~~business ~~Councils~~or ~~both~~industry ~~recently passed~~prospects, ~~ordinances~~a ~~that~~sustained ~~would~~disruption ~~restrict~~or ~~extensions~~further deterioration in the state of ~~consumer~~the credit byor ~~title~~capital ~~lenders~~markets ~~within~~or ~~city~~a ~~limits~~negative ~~by,~~bias ~~among~~toward ~~other~~our ~~things,~~industry ~~linking~~by ~~maximum~~market ~~allowable~~participants. ~~loan~~Our ~~size~~ability to 3%obtain ofadditional afinancing ~~consumer’s~~in ~~gross~~the ~~annual~~future ~~income,~~will ~~mandating~~depend ain ~~25%~~part ~~principal~~upon ~~reduction requirement~~prevailing oncredit ~~refinances~~and orcapital ~~renewals~~markets conditions. The credit and ~~limiting~~capital ~~the~~markets ~~term~~are ofvolatile and a ~~loan~~decline in those markets may adversely affect our efforts to noarrange ~~more~~additional ~~than~~financing ~~four~~on ~~months~~satisfactory terms. If adequate funds are not available on acceptable terms, we may not be able to make future title loans, take advantage of acquisitions or other opportunities or respond to competitive challenges.

~~Failure~~Changes toin ~~maintain~~credit ~~certain~~ratings ~~criteria required~~issued by ~~state~~statistical ~~and~~rating ~~local~~organizations ~~regulatory bodies~~ could ~~result~~adversely inaffect ~~fines~~our orcosts ~~the loss~~ of ~~our licenses to conduct business~~financing.

~~Most~~Credit ~~states~~rating inagencies ~~which~~rate ~~we operate require licenses to conduct~~ our ~~business.~~indebtedness ~~These~~based ~~states~~on orfactors ~~their~~that ~~respective~~include ~~regulatory~~our ~~bodies~~operating ~~have established criteria we must meet in order to obtain~~results, ~~maintain~~actions ~~and~~that ~~renew~~we ~~those licenses. For example~~take, ~~many~~their view of the ~~states~~general inoutlook ~~which~~for weour ~~operate~~industry ~~require~~and ustheir toview ~~maintain~~of athe ~~minimum~~general ~~amount~~outlook offor ~~net~~the ~~worth or equity~~economy. ~~From~~Actions ~~time~~taken toby ~~time,~~the werating ~~are~~agencies ~~subject~~can toinclude ~~audits in~~maintaining, ~~these~~upgrading ~~states~~or todowngrading ~~ensure we are meeting~~ the ~~applicable~~current ~~requirements~~rating toor ~~maintain~~placing ~~these~~us ~~licenses.~~on ~~Failure~~a towatch ~~meet~~list ~~these~~for ~~requirements~~possible ~~could~~future ~~result~~downgrading. inDowngrading the ~~revocation~~credit rating of our ~~existing~~indebtedness ~~licenses,~~or ~~the~~placing ~~denial~~us ofon ~~our~~a ~~new~~watch ~~licensing~~list ~~requests~~for orpossible ~~the~~future ~~imposition of~~downgrading ~~fines, which~~ could ~~adversely~~limit ~~affect~~ our ~~results of operations, cash flows and~~ ability to ~~service~~access ~~our~~the ~~debt~~capital ~~obligations.~~markets Weto ~~also~~meet ~~cannot~~liquidity ~~guarantee~~needs ~~that~~and ~~future~~refinance ~~license~~maturing ~~applications~~liabilities or ~~renewals~~increase ~~will not be denied. If we were to lose any of our licenses to conduct our business, it could result in~~ the ~~temporary~~interest orrates ~~permanent~~and ~~closure of stores, which could adversely affect~~ our ~~results~~cost of ~~operations, cash flows and ability to service our debt obligations~~financing.

11The Indenture and Credit Agreement impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.

~~Table~~The ofIndenture ~~Contents~~and Credit Agreement impose, and future debt agreements may impose, operating and financial restrictions on us. These restrictions limit or prohibit, among other things, our ability to:

~~Index~~· incur toadditional ~~Financial~~indebtedness ~~Statements~~unless certain financial tests are satisfied;

~~Media~~· issue ~~reports~~disqualified ~~and~~capital ~~public perception of consumer loans, such as automobile title loans, as being predatory or abusive could materially adversely affect our business.~~ stock;

~~Certain~~· pay ~~consumer advocacy groups and federal and state legislators have asserted that laws and regulations should be tightened to severely limit~~dividends, ifredeem ~~not~~subordinated ~~eliminate,~~debt the availability of certain loan products, such as automobile title loans, to consumers. The consumer advocacy groups and media reports generally focus on the cost to a consumer for this type of loan, which is often alleged to be higher than the interest typically charged by banks or ~~similar~~make ~~lending~~other ~~institutions~~restricted to consumers with better credit histories. The consumer advocacy groups and media reports characterize these consumer loans as predatory or abusive without discussing the lack of viable alternatives for our customers’ borrowing needs or the comparatively higher cost to the customer when alternatives are not available. If the negative characterization of these types of loans becomes increasingly accepted by consumers, demand for automobile title loans could significantly decrease, which could have a material adverse effect on our business, results of operations and financial condition. Additionally, if the negative characterization of these types of loans is accepted by legislators and regulators, we could become subject to more restrictive laws and regulations, which could have a material adverse effect on our business, results of operations and financial condition. payments;

~~Legal~~· make ~~proceedings~~certain ~~may~~investments ~~have~~or ~~a material adverse impact on our results of operations, cash flows, financial condition and ability to service our debt obligations.~~ acquisitions;

~~In the~~· issue ~~past,~~stock ~~we and our competitors have been subject to regulatory proceedings, class action lawsuits and other litigation regarding the offering~~ of alternative financial services. We are currently a defendant in multiple legal proceedings. See “Item 3. Legal Proceedings.” It is likely that in the future, we will be subject to currently unforeseen legal proceedings. The adverse resolution of any current or future legal proceeding could cause us to have to refund fees and interest collected, refund the principal amount of advances, pay damages or other monetary penalties or modify or terminate our operations in certain local, state or federal jurisdictions. The defense of such legal proceedings, even if successful, requires significant time and attention of our senior officers and other management personnel that would otherwise be spent on other aspects of our business and requires the expenditure of substantial amounts for legal fees and other related costs. Settlement of lawsuits may also result in significant cash payouts and modifications to our operations. Due to the uncertainty surrounding the litigation process, except for those matters for which an accrual has been provided, we are unable to reasonably estimate the range of loss, if any, at this time in connection with the legal proceedings in which we are currently involved. An adverse judgment or settlement of a legal proceeding may substantially exceed any amount currently accrued and could have a material adverse effect on our business, future results of operations, financial condition and ability to service our debt obligations. subsidiaries;

~~Judicial~~· grant ~~decisions, CFPB rule-making~~ or ~~amendments~~permit tocertain ~~the~~liens ~~Federal~~on ~~Arbitration~~our ~~Act could render the arbitration agreements we use illegal or unenforceable.~~ assets;

We· enter ~~include~~into ~~pre-dispute~~certain ~~arbitration~~transactions ~~provisions~~with in our loan agreements. These provisions are designed to allow us to resolve any customer disputes through individual arbitration rather than in court. Our arbitration provisions explicitly provide that all arbitrations will be conducted on an individual and not on a class basis. Thus, our arbitration agreements, if enforced, have the effect of shielding us from class action liability. They do not generally have any impact on regulatory enforcement proceedings. affiliates;

We take the position that the Federal Arbitration Act requires the enforcement in accordance with the terms of arbitration agreements containing class action waivers of the type we use. While many courts· merge, ~~particularly~~ ~~federal~~consolidate ~~courts,~~or ~~have~~transfer ~~agreed~~substantially ~~with~~all ~~this argument in cases involving other parties, an increasing number~~ of ~~courts,~~our including courts in California, Missouri, Washington, New Jersey, and a number of other states, have concluded that arbitration agreements with class action waivers are “unconscionable” and hence unenforceable, particularly where a small dollar amount is in controversy on an individual basis. assets;

~~While~~· incur ~~the~~dividend ~~U.S.~~or ~~Supreme~~other ~~Court~~payment ~~recently~~restrictions ~~ruled~~affecting ~~in the AT&T Mobility v. Concepcion case that consumer arbitration agreements meeting~~ certain ~~specifications are enforceable, our arbitration agreements differ in several respects from the agreement at issue in that case, thereby potentially limiting the precedential effect~~ of ~~the decision on~~ our business. In addition, Congress has considered legislation that would generally limit or prohibit mandatory pre-dispute arbitration in consumer contracts and has adopted such a prohibition with respect to certain mortgage loans and also certain consumer loans to members of the military on active duty and their dependents. Further, the Dodd-Frank Act directs the CFPB to study consumer arbitration and report to Congress, and authorizes the CFPB to adopt rules limiting or prohibiting consumer arbitration, consistent with the results of its study. Any such rule would apply to arbitration agreements entered into more than six months after the final rule becomes effective (and not to prior arbitration agreements). subsidiaries;

~~Any judicial decisions~~· transfer, ~~legislation~~sell or ~~other~~acquire ~~rules~~assets, orincluding ~~regulations~~capital ~~that~~stock ~~impair~~of our ~~ability~~subsidiaries; ~~to enter into~~ and enforce pre-dispute consumer arbitration agreements could significantly increase our exposure to class action litigation as well as litigation in plaintiff-friendly jurisdictions. Such litigation could have a material adverse effect on our business, results of operations and financial condition.

12· change the business we conduct.

~~Table~~These covenants could adversely affect our ability to finance our future operations or capital needs, withstand a future downturn in our business or the economy in general, engage in new business activities, including future opportunities that may be in our interest, and plan for or react to market conditions or otherwise execute our business strategies. A breach of ~~Contents~~any of these covenants could result in a default with respect to the related indebtedness. If a default occurs, the relevant lenders or holders of such indebtedness could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. Acceleration of our other indebtedness could result in a default under the terms of the Indenture and Credit Agreement.

~~Index to Financial Statements~~13

IfTable ~~our insurance coverage limits are inadequate to cover our liabilities or we suffer losses due to one or more~~ of ~~our insurance carriers defaulting on their obligations, our financial condition and results of operations could be materially adversely affected.~~ Contents

AsCompetition ~~a result of the liability risks inherent~~ in our line of business, we maintain liability insurance intended to cover various types of property, casualty and other risks. The types and amounts of insurance that we obtain vary from time to time, depending on availability, cost and our decisions with respect to risk retention. The policies are subject to deductibles and exclusions that result in our retention of a level of risk on a self-insured basis. Our insurance policies are subject to annual renewal. The coverage limits of our insurance policies may not be adequate, and we may not be able to obtain liability insurance in the ~~future~~financial onservices ~~acceptable~~industry ~~terms~~could orcause atus ~~all. In addition, our insurance premiums may be subject~~ to ~~increases~~lose inmarket ~~the~~share future which may be material. Furthermore, the losses that are insured through commercial insurance are subject to the credit risk of those insurance companies. While we believe our commercial insurance providers are currently credit worthy, we cannot assure you that such insurance companies will remain so in the future. Inadequate insurance coverage limits, increases in our insurance costs or losses suffered due to one or more of our insurance carriers defaulting on their obligations, could have a material adverse effect on our financial condition and ~~results of operations~~revenues.

AThe industry in which we operate has low barriers to entry and is highly fragmented and very competitive. We encounter significant ~~portion~~competition from other automobile title lending companies, pawnshops, installment lending companies, online lenders, consumer finance companies and providers of ~~our~~other ~~revenue~~forms isof ~~generated~~alternative byfinancial ~~our~~services, ~~stores~~many of which have significantly greater financial resources than we do. Significant increases in ~~Georgia,~~the ~~Alabama~~number or size of competitors or other changes in competitive influences could cause us to lose market share and experience slowing or declining revenues, ~~Tennessee~~thereby affecting our ability to generate sufficient cash flow to fund our operations and ~~South~~service ~~Carolina~~our indebtedness. We cannot assure you that we will be able to compete successfully with our competitors.

~~Approximately~~Competition ~~30%,~~for ~~15%,~~market ~~14%~~share ~~and~~will ~~10%~~likely ofintensify. ~~our~~Increased ~~stores~~competition ~~are~~could ~~located~~lead into ~~Georgia,~~consolidation ~~Alabama,~~within ~~Tennessee~~the ~~and~~industry. ~~South~~If ~~Carolina,~~our ~~respectively,~~competitors ~~which~~get ~~accounted~~stronger ~~for~~through ~~approximately~~consolidation ~~39%, 19%, 15%~~ and ~~14%~~we ofare ~~our~~unable ~~revenue, respectively,~~to ~~for~~identify ~~the~~attractive ~~year~~consolidation ~~ended December 31~~opportunities, ~~2011.~~we Ascould abe ~~result,~~at ifa ~~any~~competitive ofdisadvantage ~~the~~and ~~events~~experience ~~noted~~declining inmarket ~~these~~share ~~risk~~and ~~factors~~revenue. ~~were~~If ~~to occur in~~ these ~~states,~~events ~~including changes in the regulatory environment or worsening of economic conditions~~materialize, itthey could ~~significantly~~ ~~reduce~~negatively affect our ~~revenue~~ability ~~and~~to generate sufficient cash flow ~~and~~to ~~could~~fund ~~have a material adverse effect on~~ our ~~business, prospects, results of~~ operations and ~~financial~~service ~~condition.~~our indebtedness.

IfIn weaddition ~~lose~~to ~~key~~increasing ~~management~~competition oramong ~~are~~traditional ~~unable~~providers of alternative financial services to ~~attract~~consumers, ~~and~~there ~~retain~~is ~~the~~a ~~management~~risk ~~talent~~of ~~required~~losing market share to ~~operate~~new market entrants such as banks and ~~grow~~credit ~~our~~unions. ~~business,~~Several ~~our~~large ~~business,~~financial ~~results~~institutions ofhave ~~operations,~~introduced ~~cash~~payday-like ~~flows,~~products ~~financial~~in ~~condition and~~the ~~ability~~last tofew ~~service~~years. ~~our~~Broad ~~debt~~consumer ~~obligations~~adoption of these alternatives could bereduce ~~negatively~~the ~~affected.~~number of loans we make and adversely affect our cash flows.

Our ~~continued~~ growth ~~and~~strategy ~~future~~calls ~~success will~~for ~~depend~~opening onadditional ~~our~~stores, ~~ability~~both toin ~~retain~~states ~~the~~in ~~members~~which ofwe ~~our~~currently ~~senior~~operate ~~management~~and ~~team,~~states ~~who~~into ~~possess~~which ~~valuable~~we ~~knowledge~~are ~~of,~~looking ~~and~~to ~~experience~~expand. ~~with,~~If ~~the~~our ~~legal~~competitors ~~and~~aggressively ~~regulatory~~pursue ~~environment~~store ofexpansion, ~~our~~competition ~~industry~~for ~~and~~store ~~who~~sites ~~have~~could ~~been~~result ~~instrumental~~ in ~~developing~~a ~~our~~failure ~~strategic plans and procuring capital~~ to ~~enable~~open the ~~pursuit~~planned number of ~~those~~stores ~~plans.~~and ~~The~~could ~~loss~~result ofin ~~the~~increased ~~services~~costs ofto ~~members~~procure ofdesired ~~senior management~~locations, ~~together~~both ~~with~~of ~~any~~which ~~inability to attract new skilled management,~~ could ~~harm~~impair our ~~business~~results ~~and~~of ~~future development~~operations.

~~The~~External ~~interests~~factors ofand other circumstances over which we have limited control or that are beyond our ~~sole~~control ~~member~~could ~~may~~adversely beaffect ~~different~~our ~~than~~ability ~~those~~to grow through the opening of ~~our~~new ~~investors~~stores.

~~Tracy~~Our ~~Young~~expansion isstrategy ~~our~~includes ~~founder,~~opening ~~Chairman~~new ofstores. ~~the~~The ~~Board,~~success ~~Chief Executive Officer and sole member, owning all~~ of ~~the~~this ~~outstanding~~strategy ~~equity~~is ~~interests in our parent holding company, TMX Finance LLC. As a result,~~ subject to ~~the~~numerous ~~limitations~~external ~~in the agreements governing our indebtedness~~factors, including ~~the indenture governing our senior secured notes~~, orbut ~~the~~not ~~“Indenture,”~~limited ~~Mr. Young has the ability~~ to control substantially all matters of significance to the Company, including the strategic direction of our business, the election and removal of the managers of TMX Finance LLC, the appointment and removal of our officers, the approval or rejection of a sale, merger, consolidation or other business combination, the issuances of additional equity or debt securities, amendments of our organizational documents, the entering into of related party transactions and the dissolution and liquidation of the Company, regardless of whether noteholders believe that any such action is in their best interests. :

~~As a result of Mr. Young’s complete ownership and control of our Company, his interests could conflict with~~ · the ~~interests~~availability of ~~the~~sites holders of the senior secured notes, or our “bondholders.” For example, if we encounter financial difficulties or are unable to pay our debts as they mature, Mr. Young’s interests as our sole equity owner might conflict with ~~the~~acceptable ~~interests~~restrictions ofand ~~our~~suitable bondholders. Mr. Young might also have an interest in pursuing transactions that, in his judgment, could enhance his equity investment, even though such transactions might involve risks to our bondholders. In addition, Mr. Young could cause us to make acquisitions that increase the amount of our indebtedness or sell assets, either of which may impair our ability to make payments under the notes. terms;

~~Economic recession, unemployment and other factors that result in a reduction in demand for~~ · our ~~products~~ability ~~and services and failure by us~~ to ~~adapt~~attract, totrain ~~such a reduction could adversely affect our business~~ and ~~results~~retain ofqualified ~~operations,~~store asmanagement ~~well as our ability to service our debt obligations.~~ personnel;

~~Factors that influence demand for~~ · our ~~products~~ability and services include macroeconomic conditions such as employment, personal income and consumer sentiment. If consumers become more pessimistic regarding the outlook for the economy and therefore spend less and save more, demand for title loans may decline. In addition, weakened economic conditions may result in an increase in loan defaults and loan losses. We can give no assurance that we will be able to ~~sustain~~access our current bad debt rates or that we will not experience increasing difficulty in collecting defaulted loans. Further, in an economic slowdown, we could be required to tighten our underwriting standards, which likely would reduce our loan balances. capital;

~~Should~~· our weability ~~fail~~ to ~~adapt~~obtain torequired ~~significant changes~~government inpermits ~~consumers’ demand for our products or services, our revenues could decrease significantly~~ and our operations could be harmed. Even if we do make changes to existing products or services or introduce new products or services to fulfill consumer demand, consumers may resist or may reject such products or services. licenses;

13· the prevailing laws and regulatory environment of each state or jurisdiction in which we operate or seek to operate, which are subject to change at any time; and

~~Table~~· the degree of ~~Contents~~competition in new markets and its effect on our ability to attract new customers and our ability to adapt our infrastructure and systems to accommodate our growth.

~~Index~~Some of these factors are outside of our control. The failure to ~~Financial~~execute ~~Statements~~our expansion strategy would adversely affect our ability to expand our business and could materially adversely affect our business, results of operations, financial condition and ability to service our debt obligations.

WeOur ~~are~~allowance ~~subject~~for toloan ~~liabilities~~losses and our accrual for ~~claims~~losses ~~related~~on loans we process and guarantee for an unconsolidated third-party lender are only estimates and may not be adequate to ~~repossession~~fully ofabsorb ~~automobiles~~losses.

We ~~use~~maintain ~~approved~~an ~~third-party~~allowance ~~providers~~for inloan ~~connection~~losses ~~with~~for ~~the~~estimated ~~repossession~~probable oflosses ~~defaulting~~on ~~customers’~~our ~~automobiles~~title loans. We ~~typically~~also ~~enter into~~maintain ~~agreements~~an ~~with~~accrual ~~these providers in which they indemnify us~~ for ~~all~~ losses related to ~~claims~~loans ~~arising~~we ~~from~~process afor ~~repossession~~an ~~and~~unconsolidated ~~warrant~~third-party lender that ~~they~~we ~~maintain~~guarantee. ~~insurance~~See ~~sufficient~~“Item to7. ~~cover~~Management’s ~~such~~Discussion ~~claims~~ and ~~indemnification~~Analysis ~~obligations;~~of ~~however,~~Financial weCondition doand ~~not enter~~Results ~~into~~of ~~these~~Operations—Critical ~~agreements~~Accounting ~~with~~Policies” ~~every~~for ~~third-party~~factors ~~provider.~~considered Weby ~~are~~management ~~subject~~in toestimating the ~~risk~~allowance ~~that~~for ~~any~~loan ~~third-party~~losses ~~provider~~and ~~that~~accrual wefor ~~use~~losses ~~may~~related ~~not have sufficient insurance~~ to ~~cover~~our ~~such~~unconsolidated ~~claims~~third-party ~~or indemnification obligations~~lender. InThese ~~such~~reserves ~~event~~are estimates, weand ~~may~~if beactual ~~subject to~~losses ~~claims~~are ofgreater ~~customers~~than ~~related~~our ~~to repossession~~reserves, ~~which~~our ~~could~~results ~~have~~of anoperations ~~adverse~~and ~~effect~~financial oncondition ~~our~~could ~~business.~~be adversely affected.

Disruptions in the credit and capital markets could negatively impact the availability and cost of borrowing, which could adversely affect our results of operations, cash flows, financial condition and ability to service our debt obligations. 14

~~Borrowed~~Table ~~funds represent a significant portion~~ of our capital. We rely on borrowed capital, together with cash flows from operations, to fund our working capital needs, including making title loans. Disruptions in the credit and capital markets, such as those experienced in 2008 and 2009, could adversely affect our ability to obtain capital to make title loans and to refinance existing debt obligations. Efficient access to these markets is critical to our ongoing financial success; however, our future access to the credit and debt capital markets could become restricted due to a variety of factors, including a deterioration of our earnings, cash flow, balance sheet quality or overall business or industry prospects, a sustained disruption or further deterioration in the state of the credit or capital markets or a negative bias toward our industry by market participants. The disruptions and volatility in the credit and capital markets in 2008 and 2009 have caused banks and other credit providers to restrict availability of new credit facilities and require higher pricing upon renewal of existing credit facilities. Our ability to obtain additional financing in the future will depend in part upon prevailing credit and capital markets conditions, and the current state of the credit and capital markets may adversely affect our efforts to arrange additional financing on satisfactory terms. If adequate funds are not available, or are not available on acceptable terms, we may not be able to make future title loans, take advantage of acquisitions or other opportunities or respond to competitive challenges. Contents

~~Changes~~Our inbusiness ~~credit~~and ~~ratings~~results ~~issued~~of byoperations ~~statistical~~may ~~rating~~be ~~organizations~~adversely ~~could~~affected ~~adversely~~if ~~affect~~we ~~our~~are ~~costs~~unable ofto ~~financing~~manage our growth effectively.

~~Credit~~There ~~rating~~can ~~agencies~~be ~~rate~~no ~~our~~assurance ~~indebtedness~~that ~~based~~we onwill ~~factors~~be ~~that~~able ~~include~~to ~~our~~continue ~~operating~~to ~~results,~~grow ~~actions~~our business or that ~~we take,~~our ~~their~~current ~~view~~business, results of ~~the~~operations ~~general~~and ~~outlook~~financial ~~for~~condition will not suffer if we fail to prudently manage our ~~industry~~growth. Failure to grow the business and ~~their~~generate ~~view~~estimated future levels of ~~the~~cash ~~general~~flow ~~outlook~~could ~~for~~inhibit ~~the~~our ~~economy~~ability to service our debt obligations. ~~Actions~~Our ~~taken~~expansion bystrategy, ~~the~~which ~~rating~~contemplates ~~agencies~~growing ~~can~~our ~~include~~title ~~maintaining~~loans receivable in existing stores, ~~upgrading~~opening ornew ~~downgrading~~stores ~~the~~in ~~current~~existing ~~rating~~markets orand ~~placing~~opening usnew onstores ain ~~watch~~new ~~list for~~markets, ~~possible~~is ~~future~~subject ~~downgrading~~to significant risks. ~~Downgrading~~Our ~~the~~current ~~credit~~business ~~rating~~and results of ~~our~~operations ~~indebtedness~~and orany ~~placing~~future usgrowth ondepend upon a ~~watch~~number ~~list~~of ~~for~~factors, ~~possible~~including ~~future~~the ~~downgrading~~ability ~~could~~to ~~limit~~obtain ~~our~~and maintain financing to support these opportunities, the ability to ~~access~~hire, train and retain an adequate number of qualified employees, the ~~capital~~ability ~~markets~~to obtain and maintain any required government permits and licenses, the ability to ~~meet~~successfully ~~liquidity~~integrate ~~needs~~any acquired operations as well as other factors, some of which are outside of our control, such as the continuation of favorable regulatory and ~~refinance~~legislative ~~maturing liabilities~~environments. orFurther, expansion into additional states will increase ~~the~~our ~~interest~~regulatory ~~rates~~and legal risks. Regulatory and legal actions could divert management’s attention away from executing our ~~cost~~growth strategy. The profitability of ~~financing.~~our current operations could suffer as management’s attention is diverted toward our expansion plans.

~~The~~If ~~Indenture~~we ~~imposes~~are ~~significant~~not ~~operating~~successful at entering new businesses or broadening the scope of our existing product and ~~financial restrictions~~service offerings, ~~which~~we may ~~prevent~~not usachieve ~~from~~our ~~pursuing~~expected ~~certain~~growth ~~business~~rate ~~opportunities~~or ~~and~~recoup ~~taking~~our ~~certain actions~~investment.

~~The Indenture~~We ~~imposes,~~may enter into new businesses that are adjacent or complementary to our existing businesses and ~~future~~that ~~debt~~broaden ~~agreements~~the scope of our existing product and service offerings. We may ~~impose~~not achieve our expected growth if we are not successful in these efforts. In addition, ~~operating~~entering into new businesses and ~~financial~~broadening ~~restrictions~~the onscope usof our existing product and service offerings may require significant upfront expenditures that we may not be able to recoup in the future. These ~~restrictions~~efforts ~~limit~~may oralso ~~prohibit~~divert management’s attention and expose us to new risks and regulations which may have a material adverse effect on our business, ~~among~~results ~~other~~of ~~things~~operations, ~~our~~financial condition and ability to: service our debt obligations.

•In ~~incur~~certain ~~additional~~states, ~~indebtedness~~we ~~unless~~rely ~~certain~~on ~~financial~~third ~~tests~~parties ~~are~~to ~~satisfied~~make orloans ~~issue~~to ~~disqualified~~our ~~capital~~customers, ~~stock;~~and the loss of access to any of these third parties could significantly increase our costs and change the way we operate in these states.

•In ~~pay~~certain ~~dividends~~states, ~~redeem~~particularly ~~subordinated~~including ~~debt~~Texas, we operate as a Credit Services Organization and therefore arrange for an unrelated third party to make loans to our customers. There are a limited number of third parties that make these types of loans, and there is significant demand and competition for the services of these third parties. These third parties rely on borrowed funds in order to make consumer loans. If these third parties lose their ability to make loans or become unwilling to make ~~other~~loans ~~restricted~~and ~~payments;~~we are unable to find another lending partner, our cost of arranging loans in these states may increase significantly and we could be forced to change the way we operate in these states, which may have a material adverse effect on our financial results, make it difficult to operate profitably in these locations and negatively affect our ability to service our debt obligations.

•The ~~make~~lack ~~certain~~of ~~investments~~availability of an adequate number of hourly employees to run our business could negatively impact our growth, and any increases in wages, benefits or ~~acquisitions;~~other costs associated with hourly employees could significantly increase our labor costs.

•Our ~~issue~~workforce ~~stock~~is comprised primarily of ~~subsidiaries;~~employees who work on an hourly basis. In certain areas where we operate, there is significant competition for employees. The lack of availability of an adequate number of hourly employees or an increase in wages and benefits to current employees could adversely affect our business, results of operations, cash flows, financial condition and ability to service our debt obligations. We are subject to applicable rules and regulations relating to our relationship with our employees, including minimum wage and break requirements, health benefits, unemployment and sales taxes, overtime and working conditions and immigration status. Accordingly, legislated increases in the federal minimum wage, as well as increases in additional labor cost components such as employee benefit costs, workers’ compensation insurance rates and compliance costs and fines, would increase our labor costs, which could have a material adverse effect on our business, prospects, results of operations and financial condition.

~~• grant or permit certain liens on our assets;~~15

•Table ~~enter~~of ~~into certain transactions with affiliates;~~Contents

•Any ~~merge,~~disruption ~~consolidate~~in orthe ~~transfer~~availability ~~substantially~~or ~~all~~security of our ~~assets;~~information systems could cause us to lose customers and revenue, subject us to significant liability and cause us to incur significant expense.

•We ~~incur~~rely ~~dividend~~heavily upon our information systems to process customer loan transactions, account for our business activities and generate the reporting used by management for analytical and decision-making purposes. Each of our stores is part of an integrated data network designed to facilitate underwriting decisions, reconcile cash balances and report revenue and expense transaction data. Our back-up systems and security measures could fail to prevent a disruption in the availability or ~~other~~performance ~~payment~~of ~~restrictions~~our ~~affecting~~information ~~certain~~systems. Any disruption in the availability or performance of our ~~subsidiaries;~~information systems could significantly disrupt our operations and cause us to lose customers and revenue. Further, a security breach of our information systems could also interrupt or damage our operations or harm our reputation. We could be subject to liability if confidential customer information is misappropriated from our information systems. Despite the implementation of significant security measures, our information systems may still be vulnerable to physical break-ins, computer viruses, programming errors, employee misappropriation and attacks by third parties or similar disruptive problems, which could require us to incur significant expense to eliminate these problems and address related data security concerns.

•We ~~transfer,~~may ~~sell~~be orunable ~~acquire~~to ~~assets,~~protect ~~including~~our ~~capital~~proprietary ~~stock~~technology or keep up with that of our ~~subsidiaries; and~~competitors.

•The ~~change~~success of our business depends to a significant degree upon the protection of our software and other proprietary intellectual property rights. We may be unable to deter misappropriation of our proprietary information, detect unauthorized use or take appropriate steps to enforce our intellectual property rights. In addition, competitors could, without violating our proprietary rights, develop technologies that are as good as or better than our technology. Our failure to protect our software and other proprietary intellectual property rights or to develop technologies that are as strong as our competitors’ could put us at a disadvantage to our competitors. Any such failures could have a material adverse effect on our business, weprospects, ~~conduct~~results of operations, financial condition and ability to service our debt obligations.

~~These~~Our ~~covenants could adversely affect our ability to finance our future operations or capital needs, withstand a future downturn in our~~ business ~~or the economy in general, engage in business activities, including future opportunities that~~ may besuffer inif our ~~interest,~~trademarks ~~and plan for~~ or ~~react~~service tomarks ~~market~~are ~~conditions or otherwise execute our business strategies~~infringed. A breach of any of these covenants could result in a default with respect to the related indebtedness. If a default occurs, the relevant lenders or holders of such indebtedness could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. Acceleration of our other indebtedness could result in a default under the terms of the Indenture.

14We rely on trademarks and service marks to protect our various brand names in our markets. Many of these trademarks and service marks have been a key part of establishing our business in the communities in which we operate. We believe these trademarks and service marks have significant value and are important to the marketing of our services. We cannot assure you that the steps we have taken or will take to protect our proprietary rights will be adequate to prevent misappropriation of our rights or the use by others of features based upon, or otherwise similar to, ours. In addition, although we believe we have the right to use our trademarks and service marks, we cannot assure you that our trademarks and service marks do not or will not violate the proprietary rights of others, that our trademarks and service marks will be upheld if challenged or that we will not be prevented from using our trademarks and service marks, any of which occurrences could harm our business.

~~Table~~Adverse ofreal ~~Contents~~estate market fluctuations could affect our profits.

~~Index~~We tocurrently ~~Financial~~lease ~~Statements~~all of our locations except one. A significant rise in real estate prices or real property taxes could result in an increase in store lease costs as we open new locations and renew leases for existing locations. Any such increase, especially in Georgia, Texas, Alabama or Tennessee, could have a material adverse effect on our business, prospects, results of operations and financial condition.

~~Competition~~Our inbusiness ~~the~~is ~~financial~~seasonal, ~~services~~which ~~industry~~causes ~~could~~our ~~cause~~revenues us to ~~lose~~fluctuate ~~market~~and ~~share~~may ~~and~~adversely ~~revenues~~affect our ability to service our debt.

~~The~~Our ~~industry~~business intypically ~~which~~declines weslightly ~~operate~~in ~~has~~the ~~low~~first ~~barriers~~quarter toas ~~entry~~a ~~and~~result isof ~~highly~~customers’ ~~fragmented~~receipt ~~and~~of ~~very~~tax ~~competitive~~refund checks. ~~We encounter~~Demand ~~significant~~for ~~competition~~our ~~from~~services ~~other~~is ~~automobile~~generally ~~title~~greatest ~~lending~~during ~~companies,~~the ~~pawnshops,~~fourth ~~installment~~quarter. ~~lending~~This ~~companies,~~seasonality ~~online~~requires ~~lenders,~~us ~~consumer~~to ~~finance~~manage ~~companies~~our ~~and~~cash ~~providers~~flows ofover ~~other~~the ~~forms~~course of ~~alternative~~the ~~financial~~year. ~~services,~~If ~~many~~the ofstate ~~which~~or ~~have significantly~~federal ~~greater~~government ~~financial~~were ~~resources~~to ~~than~~pursue weeconomic ~~do.~~stimulus ~~Significant~~actions ~~increases~~or inissue ~~the~~additional ~~number~~tax refunds or ~~size~~tax ofcredits ~~competitors~~at or other ~~changes~~times induring ~~competitive~~the ~~influences~~year, such actions could ~~cause~~have usa tomaterial ~~lose~~adverse ~~market~~effect ~~share~~on our business, prospects, results of operations and ~~experience~~financial ~~slowing~~condition orduring ~~declining~~those ~~revenues,~~periods. ~~thereby affecting~~If our ~~ability~~revenues were to ~~generate~~fall ~~sufficient~~substantially ~~cash~~below ~~flow~~what towe ~~fund~~would ~~our~~normally ~~operations~~expect ~~and~~during ~~service~~certain periods, our ~~indebtedness.~~annual Wefinancial ~~cannot~~results ~~assure~~would ~~you~~be ~~that~~adversely weimpacted ~~will~~and beour ~~able~~ability to ~~compete~~service ~~successfully~~our ~~with~~debt ~~our~~may ~~competitors.~~also be adversely affected.

Competition for market share will likely intensify. Increased competition could lead to consolidation within the industry. If our competitors get stronger through consolidation and we are unable to identify attractive consolidation opportunities, we could be at a competitive disadvantage and experience declining market share and revenue. If these events materialize, they could negatively affect our ability to generate sufficient cash flow to fund our operations and service our indebtedness. 16

~~In addition~~Table ~~to increasing competition among traditional providers~~ of alternative financial services to consumers, there is a risk of losing market share to new market entrants such as banks and credit unions. Several large financial institutions have introduced payday-like products in the last few years. Broad consumer adoption of these alternatives could reduce the number of loans we make and adversely affect our cash flows. Contents

Our ~~growth~~substantial ~~strategy~~level ~~calls~~of ~~for~~indebtedness ~~opening~~could ~~additional~~adversely ~~stores,~~affect ~~both~~our infinancial ~~states~~condition ~~in which we currently operate~~ and ~~states~~prevent ~~into~~us ~~which~~from wefulfilling ~~are looking to expand. If~~ our ~~competitors~~obligations ~~aggressively~~under ~~pursue store expansion, competition for store sites could result in a failure to open~~ the ~~planned~~senior ~~number~~secured ~~of stores and could result in increased costs to procure desired locations, both of which could impair our results of operations~~notes.

~~External~~We ~~factors~~have ~~and~~substantial ~~other~~indebtedness. ~~circumstances~~As ~~over~~of ~~which~~December 31, we2012, ~~have~~TMX ~~limited~~Finance ~~control~~LLC orhad ~~that~~approximately ~~are~~$370.5 ~~beyond our~~million ~~control~~of ~~could~~total ~~adversely~~debt ~~affect~~outstanding. ~~our~~Subject ~~ability~~ to ~~grow~~restrictions ~~through~~in the ~~opening~~Indenture, ofwe ~~new~~may ~~stores.~~incur additional indebtedness.

Our ~~expansion~~substantial ~~strategy includes~~level ~~opening~~of ~~new~~indebtedness ~~stores.~~could ~~The~~have ~~success~~important ofconsequences ~~this~~to ~~strategy~~our isbondholders ~~subject~~and tosignificant ~~numerous~~effects ~~external~~on ~~factors~~our business, including, ~~but~~the ~~not limited to~~following:

•· it ~~the~~may ~~availability~~be ofmore ~~sites~~difficult ~~with~~for ~~acceptable~~us ~~restrictions~~to ~~and~~satisfy ~~suitable~~our ~~terms~~financial obligations, including with respect to the notes;

• · our ability to ~~attract~~obtain additional financing for working capital, ~~train~~capital ~~and~~expenditures, ~~retain~~strategic ~~qualified~~acquisitions ~~store~~or ~~management~~general ~~personnel~~corporate purposes may be impaired;

•· we must use a substantial portion of our ~~ability~~cash flow from operations to ~~access~~pay ~~capital~~interest on the notes and our other indebtedness as well as to fund excess cash flow offers on the notes, which will reduce the funds available to use for operations and other purposes;

• · our ability to ~~obtain~~fund ~~required~~a ~~government~~repurchase ~~permits~~of ~~and~~our ~~licenses~~outstanding senior secured notes upon the occurrence of a change of control of the Company or other event as specified in the Indenture may be limited;

•· our ~~the~~substantial ~~prevailing~~level ~~laws and regulatory environment~~ of ~~each~~indebtedness ~~state~~could orplace ~~jurisdiction~~us inat ~~which~~a wecompetitive ~~operate~~disadvantage orcompared ~~seek~~ to ~~operate,~~our ~~which~~competitors ~~are~~that ~~subject~~may tohave ~~change~~proportionately atless ~~any time~~debt; ~~and~~

•· our ~~the~~flexibility ~~degree of competition~~ in ~~new~~planning ~~markets~~for, ~~and~~or ~~its~~reacting ~~effect on our ability~~ to, ~~attract~~changes ~~new~~in ~~customers and~~ our ~~ability~~business toand ~~adapt~~the ~~our~~industry ~~infrastructure~~in ~~and~~which ~~systems~~we tooperate ~~accommodate~~may ~~our~~be ~~growth.~~limited; and

~~Some~~· our ofsubstantial ~~these~~level ~~factors are outside~~ of ~~our~~indebtedness ~~control.~~may ~~The~~make ~~failure~~us tomore ~~execute~~vulnerable ~~our expansion strategy would adversely affect our ability~~ to ~~expand~~economic ~~our~~downturns ~~business~~ and ~~could~~adverse ~~materially~~developments ~~adversely~~in ~~affect~~ our business~~, prospects, results of operations and financial condition~~.

IfWe expect to obtain the funds to pay our ~~estimates~~expenses and repay our indebtedness primarily from our operations and, in the case of ~~allowance~~our ~~for~~indebtedness, ~~loan~~from ~~losses~~a refinancing thereof. Our ability to meet our expenses and ~~accrual~~make ~~for~~these ~~losses~~payments therefore depends on ~~loans~~our future performance, which will be affected by financial, business, economic and other factors, many of which we ~~process~~cannot control. Our business may not generate sufficient cash flow from operations in the future, and ~~guarantee~~our ~~for~~currently ananticipated ~~unconsolidated~~growth ~~third-party~~in ~~lender~~revenue ~~are~~and cash flow may not ~~adequate~~be realized, either or both of which could result in our being unable to ~~absorb~~repay ~~losses~~indebtedness, ~~our~~including ~~results~~the notes, or to fund other liquidity needs. If we do not have enough funds, we may be required to refinance all or part of ~~operations~~ ~~and~~our ~~financial~~then ~~condition~~existing debt, sell assets or borrow more funds, which we may not be ~~negatively~~able ~~affected~~to accomplish on terms acceptable to us, or at all. In addition, the terms of existing or future debt agreements may restrict us from pursuing any of these alternatives.

WeDespite ~~maintain an allowance for loan losses for estimated probable losses on~~ our ~~title~~current ~~loans.~~indebtedness Welevel, ~~also maintain an accrual for losses related to loans~~ we ~~process for an unconsolidated third-party lender that we guarantee. See “Item 7. Management’s Discussion~~ and ~~Analysis~~any of ~~Financial Condition and Results of Operations—Critical Accounting Policies” for factors considered by management in estimating the allowance for loan losses and accrual for losses related to~~ our ~~unconsolidated~~existing ~~third-party~~or ~~lender.~~future Assubsidiaries ofmay ~~December 31,~~still ~~2011,~~be ~~our allowance~~able ~~for loan losses on title loans was $73.1 million and our accrual for losses related~~ to ~~our~~incur ~~unconsolidated~~substantially ~~third-party~~more ~~lender was $1.0 million. These reserves~~debt, ~~however,~~which ~~are~~could ~~estimates,~~exacerbate ~~and~~the ifrisks ~~actual~~associated ~~losses~~with ~~are greater than~~ our ~~reserves,~~substantial ~~our results of operations and financial condition could be adversely affected~~leverage.

15We and any of our existing and future subsidiaries may be able to incur substantial additional indebtedness in the future. Although the terms of the Indenture contain limitations on our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions. If we incur any additional indebtedness that ranks equally with the notes, the holders of that additional debt will be entitled to share ratably with the holders of the notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of the Company, subject to any collateral securing the notes. If new debt is added to our or any of our existing and future subsidiaries’ current debt levels, the related risks that we now face could be exacerbated.

~~Table~~ITEM of1B. ~~Contents~~UNRESOLVED STAFF COMMENTS.

~~Index to Financial Statements~~None.

~~Our business and results of operations may be adversely affected if we are unable to manage our growth effectively.~~ 17

~~There~~Table ~~can be no assurance that we will be able to continue to grow our business or that our current business, results~~ of operations and financial condition will not suffer if we fail to prudently manage our growth. Failure to grow the business and generate estimated future levels of cash flow could inhibit our ability to service our debt obligations. Our expansion strategy, which contemplates growing our title loans receivable in existing stores, opening new stores in existing markets and opening new stores in new markets, is subject to significant risks. Our current business and results of operations and any future growth depend upon a number of factors, including the ability to obtain and maintain financing to support these opportunities, the ability to hire, train and retain an adequate number of qualified employees, the ability to obtain and maintain any required government permits and licenses, the ability to successfully integrate any acquired operations as well as other factors, some of which are outside of our control, such as the continuation of favorable regulatory and legislative environments. Further, expansion into additional states will increase our regulatory and legal risks. Regulatory and legal actions could divert management’s attention away from executing our growth strategy. The profitability of our current operations could suffer as management’s attention is diverted toward our expansion plans. Contents

WeITEM ~~may not be successful at entering new businesses or broadening the scope of our existing product and service offerings~~2. PROPERTIES.

~~We may~~Our ~~enter~~stores ~~into~~generally ~~new~~range ~~businesses~~in ~~that~~size ~~are~~from ~~adjacent~~approximately or1,800 ~~complementary~~ to ~~our~~2,400 ~~existing~~square ~~businesses~~feet. ~~and~~Most ~~that~~of ~~broaden~~our ~~the~~stores ~~scope~~are oflocated ~~our~~in ~~existing~~highly ~~product~~visible, ~~and~~accessible ~~service~~locations ~~offerings.~~with Wearterial ~~may~~roadways ~~not~~that ~~achieve~~we ~~our~~believe ~~expected~~have ~~growth~~high ifdaily wetraffic ~~are~~volume ~~not~~and ~~successful~~high inconcentration ~~these~~of ~~efforts. In~~retail ~~addition~~users, ~~entering~~typically ~~into~~with ~~new~~retailers ~~businesses~~serving ~~and~~comparable ~~broadening~~customer ~~the~~bases ~~scope~~such ofas ~~our~~national ~~existing~~auto ~~product~~parts and ~~service~~rent-to-own ~~offerings~~companies. ~~may~~We ~~require~~prefer ~~significant~~our ~~upfront~~stores ~~expenditures~~to ~~that~~be wefreestanding ~~may~~single ~~not~~tenant bebuildings, ~~able~~but towe ~~recoup~~also inuse ~~the~~retail ~~future.~~strip ~~These~~shopping ~~efforts~~center ~~may~~stores, ~~also~~preferably ~~divert management’s~~on ~~attention~~an ~~and~~end ~~expose~~unit usor towith ~~new~~a ~~risks~~bay ~~and~~with ~~regulations~~high ~~which~~road ~~may~~visibility. ~~have~~We abelieve ~~material~~that ~~adverse~~our ~~effect~~stores onprovide ~~our~~a ~~business~~welcoming, ~~results~~personal ofenvironment ~~operations~~for ~~and~~conducting ~~financial~~our ~~condition~~business. .

InAll ~~certain~~but ~~states,~~one weof ~~rely~~our onstores ~~third~~are ~~parties~~leased, towith ~~make~~typical ~~loans~~lease toterms ~~our~~of ~~customers,~~five years and two options to renew at the ~~loss~~end of ~~access~~the tolease, ~~any~~with an average gross monthly rent of ~~these~~$3,800. ~~third~~Our ~~parties~~leases ~~could~~usually ~~significantly~~require ~~increase~~that ~~our~~we ~~costs~~pay ~~and~~all ~~change~~maintenance ~~the~~costs, ~~way~~insurance wecosts ~~operate in~~and ~~these~~property ~~jurisdictions~~taxes.

InThe ~~certain~~following ~~states,~~table weshows operate as a CSO and therefore arrange for an unrelated third party to make loans to our customers. There are a limited number of third parties that make these types of loans, and there is significant demand and competition for the ~~services~~composition of these third parties. These third parties rely on borrowed funds in order to make consumer loans. If these third parties lose their ability to make loans or become unwilling to make loans and we are unable to find another lending partner, our ~~cost~~store ofnetwork ~~arranging~~at ~~these loans may increase significantly and we could be forced to change the way we operate in these jurisdictions~~December 31, ~~which may have a material adverse effect on our financial results, make it difficult to operate profitably in these locations and negatively affect our ability to service our debt obligations.~~2012:

We depend on hiring an adequate number of hourly employees to run our business and are subject to government regulations concerning these and our other employees, including minimum wage laws.

State		Store Count
Alabama		124
Arizona		62
Florida		2
Georgia		290
Illinois		48
Mississippi		3
Missouri		67
Nevada		26
South Carolina		81
Tennessee		109
Texas		161
Virginia		62

Total		1,035

~~Our~~We ~~workforce~~believe isthat comprised primarily of employees who work on an hourly basis. In certain areas where we operate, there is significant competition for employees. The lack of availability of an adequate number of hourly employees or an increase in wages and benefits to current employees could adversely affect our ~~business~~facilities, ~~results of operations~~equipment, ~~cash~~furniture ~~flows, financial condition~~ and ~~ability~~fixtures ~~to service our debt obligations. We~~ are ~~subject~~in togood ~~applicable~~condition ~~rules~~ and regulations relating to our relationship with our employees, including minimum wage and break requirements, health benefits, unemployment and sales taxes, overtime and working conditions and immigration status. Accordingly, legislated increases in the federal minimum wage, as well asmaintained ~~increases in additional labor cost components such as employee benefit costs, workers’ compensation insurance rates~~ and ~~compliance~~that ~~costs and fines, would increase~~ our ~~labor~~facilities ~~costs,~~are ~~which~~sufficient ~~could~~to ~~have~~meet ~~a material adverse effect on~~ our ~~business,~~present ~~prospects, results of operations and financial condition~~needs.

~~Any~~ITEM ~~disruption~~3. inLEGAL ~~the availability or security of our information systems could adversely affect our business operations~~PROCEEDINGS.

We ~~rely~~are ~~heavily~~involved ~~upon~~in ~~our~~a ~~information~~number ~~systems~~of toactive ~~process customer loan transactions~~lawsuits, ~~account~~including ~~for~~the ~~our business~~legal ~~activities~~proceeding ~~and~~discussed ~~generate~~below ~~the~~as ~~reporting~~well ~~used~~as bya ~~management~~number ~~for~~of ~~analytical~~routine litigation and ~~decision-making~~administrative ~~purposes.~~proceedings ~~Each~~arising ofin ~~our~~the ~~stores~~ordinary iscourse ~~part~~ of anbusiness. ~~integrated~~Due ~~data~~to ~~network~~the ~~designed~~uncertainty tosurrounding ~~facilitate~~the ~~underwriting~~litigation ~~decisions~~process, ~~reconcile~~except ~~cash~~for ~~balances~~those ~~and~~matters ~~report revenue~~for ~~and~~which ~~expense~~an ~~transaction~~accrual ~~data.~~has ~~Our~~been ~~back-up~~provided, ~~systems~~we ~~and~~are ~~security~~unable ~~measures could fail~~ to ~~prevent~~reasonably aestimate ~~disruption in~~ the ~~availability~~probability ~~or performance~~ of ~~our~~an ~~information~~unfavorable ~~systems.~~outcome ~~Any~~or ~~disruption in~~ the ~~availability~~range ~~or performance~~ of ~~our~~loss, ~~information systems~~if ~~could~~any, ~~significantly~~at ~~disrupt~~this ~~our~~time ~~operations~~in ~~and~~connection ~~cause~~with usthese ~~to lose customers and revenue~~proceedings. ~~Further,~~While athe ~~security~~outcome ~~breach~~ of ~~our~~many ~~information~~of ~~systems~~these ~~could~~matters ~~also~~is ~~interrupt~~currently ornot ~~damage~~determinable, ~~our~~we ~~operations~~believe orwe ~~harm~~have ~~our~~meritorious ~~reputation.~~defenses ~~We could be subject~~ to ~~liability~~ ifthe ~~confidential~~claims ~~customer~~in ~~information~~these isproceedings ~~misappropriated~~and ~~from~~that ~~our information systems. Despite~~ the ~~implementation~~ultimate ofcost ~~significant~~to ~~security~~resolve ~~measures,~~these ~~our~~matters ~~information~~will ~~systems~~not ~~may~~have ~~still~~a bematerially ~~vulnerable~~adverse toeffect ~~physical~~on ~~break-ins,~~our ~~computer~~consolidated ~~viruses, programming~~financial ~~errors~~position, ~~employee~~results ~~misappropriation~~of ~~and~~operations ~~attacks by third parties~~ or ~~similar~~cash ~~disruptive problems, which could require us to incur significant expense to eliminate these problems and address related data security concerns~~flows.

16Justin Johnson, et al v. TitleMax of Missouri, Inc. (f/k/a Mignon Norfolk, et al v. TitleMax of Missouri, Inc.)

~~Table~~On February 10, 2011, Mignon Norfolk filed a putative class action lawsuit in the Circuit Court of ~~Contents~~Jefferson County, Missouri against TitleMax of Missouri, Inc., or “TMM,” and a TMM District Manager. On July 27, 2012, the named plaintiff changed from Mignon Norfolk to Justin Johnson. The complaint alleges, among other things, that TMM failed to pay certain employees overtime compensation as required by Missouri law. The plaintiff seeks, among other things, a judgment for an amount equal to plaintiff’s unpaid compensation, as well as liquidated damages. The litigation is currently in the discovery phase, and it is too early to determine the likelihood of an unfavorable outcome or the ultimate liability, if any, resulting from this action.

~~Index~~ITEM to4. ~~Financial~~MINE ~~Statements~~SAFETY DISCLOSURES.

WeNot ~~may be unable to protect our proprietary technology or keep up with that of our competitors~~applicable.

The success of our business depends to a significant degree upon the protection of our software and other proprietary intellectual property rights. We may be unable to deter misappropriation of our proprietary information, detect unauthorized use or take appropriate steps to enforce our intellectual property rights. In addition, competitors could, without violating our proprietary rights, develop technologies that are as good as or better than our technology. Our failure to protect our software and other proprietary intellectual property rights or to develop technologies that are as strong as our competitors’ could put us at a disadvantage to our competitors. Any such failures could have a material adverse effect on our business, prospects, results of operations and financial condition. 18

~~Our~~Table ~~business~~of ~~may suffer if our trademarks or service marks are infringed.~~ Contents

We rely on trademarks and service marks to protect our various brand names in our markets. Many of these trademarks and service marks have been a key part of establishing our business in the communities in which we operate. We believe these trademarks and service marks have significant value and are important to the marketing of our services. We cannot assure you that the steps we have taken or will take to protect our proprietary rights will be adequate to prevent misappropriation of our rights or the use by others of features based upon, or otherwise similar to, ours. In addition, although we believe we have the right to use our trademarks and service marks, we cannot assure you that our trademarks and service marks do not or will not violate the proprietary rights of others, that our trademarks and service marks will be upheld if challenged or that we will not be prevented from using our trademarks and service marks, any of which occurrences could harm our business. PART II

WeTracy ~~currently~~Young, ~~lease~~the ~~all~~founder, Chairman of ~~our~~the ~~locations~~Board, Chief Executive Officer and President of TMX Finance LLC, is the sole beneficial owner of the common stock of TMX Finance Holdings Inc., Awhich ~~significant~~owns ~~rise~~all 100 of the outstanding limited liability company interests in ~~real~~TMX ~~estate prices~~Finance orLLC. ~~real~~There ~~property~~is ~~taxes~~no ~~could~~established ~~result~~public intrading anmarket ~~increase~~for incommon ~~store~~equity ~~lease~~of ~~costs~~TMX asFinance weHoldings ~~open~~Inc. ~~new~~or ~~locations~~TMX ~~and~~Finance ~~renew~~LLC. ~~leases~~For information about cash dividends paid by TMX Finance LLC for ~~existing~~the ~~locations.~~past ~~Any~~two ~~such~~fiscal ~~increase,~~years ~~especially~~(including incertain ~~Georgia,~~restrictions ~~Alabama,~~that ~~Tennessee~~limit orthe ~~South~~payment ~~Carolina~~of dividends), ~~could~~see ~~have~~“Item a7. ~~material adverse~~Management’s ~~effect~~Discussion onand ~~our~~Analysis ~~business,~~of ~~prospects,~~Financial ~~results~~Condition and Results of ~~operations~~Operations—Liquidity and ~~financial~~Capital ~~condition~~Resources. ”

~~Our~~ITEM ~~business~~6. isSELECTED ~~seasonal,~~CONSOLIDATED ~~which~~FINANCIAL ~~causes our revenues to fluctuate and may adversely affect our ability to service our debt~~DATA.

~~Our~~The ~~business~~following ~~typically~~table ~~declines slightly~~sets inforth ~~the~~selected ~~first~~historical ~~quarter~~consolidated asfinancial adata ~~result~~for ofthe ~~customers’~~Company ~~receipt~~as of ~~tax~~and ~~refund checks. Demand~~ for ~~our services is generally greatest during~~ the ~~fourth~~fiscal ~~quarter.~~years ~~This~~ended ~~seasonality~~December 31, ~~requires~~2012, us2011, to2010, ~~manage~~2009 ~~our~~and ~~cash~~2008. ~~flows~~The ~~over~~financial ~~the~~information ~~course~~for of the ~~year.~~years ~~If the~~ended ~~state~~December 31, or2012, ~~federal~~2011 ~~government~~and ~~were~~2010, toand ~~pursue~~as ~~economic~~of ~~stimulus~~December 31, ~~actions~~2012 orand ~~issue additional tax refunds or tax credits at other times during the year~~2011, ~~such~~has ~~actions~~been ~~could~~derived ~~have~~from ~~a material adverse effect on~~ our ~~business,~~audited ~~prospects,~~financial ~~results~~statements ~~of operations~~included ~~and~~elsewhere ~~financial~~in ~~condition~~this ~~during those periods~~report. IfThe ~~our~~financial ~~revenues~~information ~~were~~for tothe ~~fall~~years ~~substantially~~ended ~~below~~December 31, ~~what~~2009 weand ~~would~~2008, ~~normally~~and ~~expect~~as ~~during~~of ~~certain~~December 31, ~~periods~~2010, ~~our~~2009, ~~annual~~and ~~financial~~2008, ~~results~~has ~~would~~been bederived ~~adversely~~from ~~impacted and~~ our ~~ability~~audited tofinancial ~~service~~statements ~~our debt~~not ~~may~~included ~~also~~in bethis ~~adversely affected~~report.

WeThe ~~have~~historical ~~incurred~~selected ~~increased~~financial ~~costs~~information asmay anot ~~result~~be indicative of ~~becoming~~our ~~subject~~future toperformance and should be read in conjunction with the ~~reporting~~information ~~requirements~~contained in “Item 7. Management’s Discussion and Analysis of ~~the~~ ~~Exchange~~Financial ~~Act,~~Condition and ~~such~~Results ~~reporting~~of ~~requirements~~Operations” ~~may~~and ~~divert~~the ~~management’s~~consolidated ~~attention~~financial ~~from~~statements ~~our~~and ~~business~~related notes in “Item 8. Financial Statements and Supplementary Data.”

Upon registration of our senior secured notes under the Securities Act of 1933, as amended, we became subject to a number of additional requirements, including certain requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act.” These requirements caused us to incur increased costs and might place a strain on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting, and also requires that our internal controls be assessed by management beginning with our fiscal year ending December 31, 2012. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight will be required. As a result, our management’s attention might be diverted from other business concerns, which could have a material adverse effect on our business, prospects, financial condition and results of operations. Further, we may not be able to complete our evaluation, testing and any required remediation in a timely fashion. We will be testing our internal controls in connection with the Section 404 requirements and could, as part of that documentation and testing, identify material weaknesses, significant deficiencies or other areas for further attention or improvement. Implementing any appropriate changes to our internal controls may require specific compliance training for our managers, officers and employees, require the hiring of additional finance, accounting and other personnel, entail substantial costs to modify our existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business.

	Year Ended December 31,
(in thousands)	2012			2011			2010			2009			2008
Statements of Income Data:
Interest and fee income	$	656,755		$	505,865		$	389,449		$	312,022		$	262,635
Provision for loan losses	(144,749		)	(99,542		)	(63,932		)	(51,184		)	(45,318		)

Net interest and fee income	512,006			406,323			325,517			260,838			217,317

Costs, expenses and other:
Salaries and related expenses	201,899			159,201			116,090			90,234			78,046
Occupancy costs	64,727			48,556			34,939			33,366			32,698
Depreciation and amortization (1)	17,210			13,813			10,353			9,027			8,670
Advertising	22,227			15,512			10,243			6,206			13,242
Other operating and administrative expenses	77,469			58,696			41,407			33,720			30,345
Interest expense, net (2)	49,293			42,610			26,251			11,674			13,286

Total expenses	432,825			338,388			239,283			184,227			176,287

Income from continuing operations before reorganization items	79,181			67,935			86,234			76,611			41,030

Reorganization items (3)	—			—			4,548			6,655			—

Income before discontinued operations	79,181			67,935			81,686			69,956			41,030
(Loss) gain from discontinued operations (4)	—			—			—			145			(2,184		)

Net income	79,181			67,935			81,686			70,101			38,846
Net income (loss) attributable to noncontrolling interests	19			(1,627		)	(1,906		)	(4,031		)	(1,977		)

Net income attributable to member’s equity	$	79,162		$	69,562		$	83,592		$	74,132		$	40,823

17 19

Table of Contents

Index to Financial Statements

	Year Ended December 31,
(in thousands)	2012		2011		2010		2009		2008
Non-GAAP Financial Measures (5) (unaudited):
Net income	$	79,181	$	67,935	$	81,686	$	70,101	$	38,846
Interest expense, net	49,293		42,610		26,251		11,674		13,286
Taxes	948		638		1,917		756		13
Depreciation and amortization	17,210		13,813		10,353		9,027		8,999

EBITDA	$	146,632	$	124,996	$	120,207	$	91,558	$	61,144

Our substantial level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the senior secured notes.

	December 31,
(in thousands)	2012			2011			2010			2009			2008
Balance Sheet Data:
Cash and cash equivalents	$	90,794		$	38,141		$	53,585		$	27,008		$	10,188
Title loans receivable	577,172			490,093			360,325			282,917			232,450
Allowance for loan losses	(94,561		)	(73,103		)	(52,048		)	(40,280		)	(29,885		)
Unamortized loan origination costs	3,716			2,829			2,139			1,160			1,251

Title loans receivable, net	486,327			419,819			310,416			243,797			203,816
Total assets	767,783			604,748			470,331			338,763			283,648
Total debt	395,454			346,054			273,401			178,353			193,884
Total liabilities	456,795			408,410			329,195			207,489			208,550
Member’s equity	318,365			202,484			145,876			133,198			73,904
Member’s equity and noncontrolling interests	310,988			196,338			141,136			131,274			75,098

Statement of Cash Flow Data:
Net cash provided by operating activities	$	222,321		$	175,159		$	176,211		$	144,225		$	105,208
Net cash used in investing activities	(254,528		)	(246,453		)	(154,651		)	(95,964		)	(75,120		)
Net cash provided by (used in) financing activities	84,860			55,850			5,017			(31,441		)	(28,120		)

We(1) Represents ~~have~~depreciation ~~substantial~~and ~~indebtedness.~~amortization As of ~~December 31,~~ ~~2011,~~property weand ~~had approximately $346~~equipment.~~1 million of total debt outstanding. Subject to restrictions in the Indenture, we may incur additional indebtedness.~~

~~Our~~(2) Includes ~~substantial~~amortization ~~level~~ of ~~indebtedness~~debt ~~could~~issuance ~~have~~costs ~~important~~and ~~consequences~~discount/premium toof ~~our~~$3,481, ~~bondholders~~$3,633, $2,035, $1,210 and ~~significant~~$3,144 ~~effects~~for onthe ~~our~~fiscal ~~business~~years ended December 31, ~~including~~2012, ~~the~~2011, ~~following:~~2010, 2009 and 2008, respectively.

•(3) Reorganization ititems ~~may~~refer beto ~~more~~expenses ~~difficult~~incurred ~~for~~in usconnection with our reorganization pursuant to ~~satisfy~~Chapter ~~our~~11 ~~financial~~of ~~obligations,~~the ~~including~~U.S. ~~with~~Bankruptcy ~~respect~~Code. See Note 16 of Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” These items include professional fees and interest earned on accumulated cash resulting from the ~~notes;~~Chapter 11 proceeding.

•(4) References ~~our~~to ~~ability~~discontinued operations relate to ~~obtain~~payday-lending ~~additional~~subsidiaries ~~financing~~that ~~for~~were ~~working~~discontinued ~~capital,~~in ~~capital~~April 2008 ~~expenditures,~~and ~~strategic~~had ~~acquisitions~~no oractivity ~~general~~in ~~corporate~~the ~~purposes~~fiscal ~~may~~years beended ~~impaired;~~December 31, 2012, 2011 or 2010.

•(5) We wedisclose ~~must~~our ~~use~~earnings before interest expense, taxes, depreciation and amortization, or “EBITDA,” which is a ~~substantial~~“non-GAAP ~~portion~~financial measure” as defined under the rules of the SEC. It is intended as a supplemental measure of our ~~cash~~performance ~~flow~~that ~~from~~is ~~operations~~not torequired ~~pay~~by, ~~interest~~or onpresented in accordance with, U.S. generally accepted accounting principles, or “GAAP.” We present EBITDA because we believe that, when viewed with the ~~notes~~Company’s GAAP results and the accompanying reconciliation, EBITDA provides useful information about our ~~other~~operating ~~indebtedness~~performance and period-over-period growth, as well as information that is helpful for evaluating the operating performance of our core business without regard to ~~fund~~potential ~~excess~~disruptions. ~~cash~~Additionally, ~~flow~~we ~~offers~~believe onthat EBITDA is commonly used by securities analysts, investors and other interested parties in the ~~notes~~evaluation of high yield issuers, many of which ~~will~~present ~~reduce~~EBITDA ~~the~~when ~~funds~~reporting ~~available~~their results. However, EBITDA should not be considered as an alternative to ~~use~~income ~~for~~from continuing operations ~~and~~or any other ~~purposes;~~performance measure derived in accordance with GAAP or as an alternative to cash flows from operating activities or any other liquidity measure derived in accordance with GAAP. Our presentation of EBITDA should not be construed to imply that our future results will be unaffected by unusual or nonrecurring items.

~~• our ability to fund a change of control offer may be limited;~~20

•Table ~~our substantial level~~ of ~~indebtedness could place us at a competitive disadvantage compared to our competitors that may have proportionately less debt;~~Contents

•ITEM ~~our~~7. ~~flexibility~~MANAGEMENT’S inDISCUSSION ~~planning~~AND ~~for,~~ANALYSIS orOF ~~reacting~~FINANCIAL ~~to,~~CONDITION ~~changes~~AND inRESULTS ~~our~~OF ~~business and the industry in which we operate may be limited; and~~OPERATIONS.

•This section is intended to provide information that will assist you in understanding our ~~substantial~~consolidated ~~level~~financial ofstatements, ~~indebtedness~~the ~~may~~changes ~~make~~in usthose ~~more~~financial ~~vulnerable~~statements from period to ~~economic~~period ~~downturns~~and the primary factors contributing to those changes. The following discussion and ~~adverse~~analysis ~~developments~~should be read in conjunction with our ~~business~~consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data.”

WeIn ~~expect~~addition to ~~obtain~~historical ~~the~~financial ~~funds to pay our expenses and repay our indebtedness primarily from our operations and~~information, in the ~~case~~following ofdiscussion ~~our indebtedness, from a refinancing thereof. Our ability to meet our expenses~~ and ~~make~~analysis ~~these~~contains ~~payments~~forward-looking ~~therefore~~statements ~~depends~~that onreflect our ~~future performance~~plans, ~~which~~estimates ~~will~~and bebeliefs ~~affected~~but bythat ~~financial,~~also ~~business,~~involve ~~economic~~risks and ~~other factors, many of which we cannot control~~uncertainties. Our ~~business~~actual ~~may~~results ~~not~~could ~~generate~~differ ~~sufficient~~materially ~~cash flow~~ from ~~operations~~those discussed in the ~~future,~~forward-looking ~~and~~statements. ~~our~~Please ~~currently~~see ~~anticipated~~“Forward-Looking ~~growth~~Statements” ~~in revenue~~ and ~~cash~~“Item ~~flow~~1A. ~~may~~Risk ~~not~~Factors” befor ~~realized,~~discussions ~~either or both~~ of ~~which could result in our being unable to repay indebtedness, including~~ the ~~notes~~uncertainties, orrisks toand ~~fund~~assumptions ~~other~~associated ~~liquidity~~with needs. If we do not have enough funds, we may be required to refinance all or part of our then existing debt, sell assets or borrow more funds, which we may not be able to accomplish on terms acceptable to us, or at all. In addition, the terms of existing or future debt agreements may restrict us from pursuing any of these ~~alternatives~~statements.

~~Despite~~Company our current indebtedness level, we and any of our existing or future subsidiaries may still be able to incur substantially more debt, which could exacerbate the risks associated with our substantial leverage. Overview

We ~~and~~are ~~any~~a ofprivately-owned ~~our~~automobile ~~existing~~title-lending ~~and~~company ~~future~~with ~~subsidiaries~~1,035 ~~may~~company-owned bestores ~~able~~in to12 ~~incur~~states ~~substantial~~as ~~additional indebtedness~~of inDecember 31, ~~the future~~2012. ~~Although~~We ~~the~~serve ~~terms~~individuals ofwho ~~the~~generally ~~Indenture~~have ~~contain~~limited ~~limitations~~access onto ~~our~~consumer ~~ability~~credit tofrom ~~incur~~banks, ~~additional~~thrift ~~indebtedness~~institutions, ~~these~~credit ~~restrictions~~card ~~are~~lenders ~~subject~~and toother atraditional ~~number~~sources of ~~qualifications~~consumer ~~and exceptions~~credit. IfWe weprovide ~~incur~~our ~~any~~customers ~~additional~~with ~~indebtedness that~~access ~~ranks~~to ~~equally~~loans ~~with~~secured ~~the~~by ~~notes,~~a ~~the~~lien ~~holders~~on ofthe ~~that~~customers’ ~~additional~~automobiles ~~debt~~while ~~will~~allowing bethe ~~entitled~~customers to ~~share~~retain ~~ratably~~use ~~with~~of the ~~holders~~vehicles ofduring the ~~notes~~term inof ~~any~~the ~~proceeds~~loans. ~~distributed~~As inof ~~connection with any insolvency~~December 31, ~~liquidation~~2012, ~~reorganization,~~we ~~dissolution~~served ormore ~~other winding~~than ~~up of the Company~~470,000 ~~subject~~customers toand ~~any~~had ~~collateral~~approximately ~~securing the notes~~$577.2 Ifmillion ~~new~~in ~~debt~~title isloans ~~added~~receivable. toWe ~~our~~believe orthat ~~any~~we ofare ~~our~~the ~~existing~~largest ~~and~~automobile ~~future~~title ~~subsidiaries’~~lender ~~current~~in ~~debt levels,~~ the ~~related~~United ~~risks~~States ~~that~~based weon ~~now~~title ~~face~~loans ~~could be exacerbated~~receivable.

~~ITEM 1B~~Our business provides a simple, quick and confidential way for consumers to meet their liquidity needs. ~~UNRESOLVED~~ ~~STAFF~~We ~~COMMENTS~~offer title loans in amounts ranging from $100 to $5,000 at rates that we believe, based on market research, are up to 50% less than those offered by other comparable title lenders, with an average loan size of approximately $1,300. Our title loans do not impact our customers’ credit ratings as we do not run credit checks on our TitleMax and TitleBucks customers, and we do not make negative credit reports if we are unable to collect loan balances.

~~None~~We conduct business in Texas and certain other states through wholly-owned subsidiaries, each of which is registered in the applicable state as a Credit Services Organization, or “CSO.” These CSOs have entered into credit services organization agreements, or “CSO Agreements,” with third-party lenders, or the “CSO Lenders,” that make the loans to our customers. The CSO Agreements govern the terms by which we perform servicing functions and refer customers to the CSO Lenders for a possible extension of a loan. We process loan applications and commit to reimburse the CSO Lenders for any loans or related fees that are not collected from those customers.

18Our growth strategy includes increasing our title loans receivable in our existing stores, opening new stores in existing markets and expanding our store base into new markets with favorable characteristics. We seek to develop and maintain a large presence in each of the markets in which we operate. Our strategy has enabled consistent growth throughout the Company’s history that has included fluctuating market conditions.

~~Table~~During the year ended December 31, 2012, we continued to execute our growth strategy and opened or acquired 281 new stores while closing only two stores. The new stores opened include 84 in Texas, 49 in Arizona, 36 in Virginia and 62 in Georgia (48 of ~~Contents~~which were opened under the InstaLoan brand). For the year ended December 31, 2012, the Company had revenues of $656.8 million, an increase of $150.9 million or 29.8%, and net income of $79.2 million, an increase of $11.3 million or 16.6%, from the corresponding results for the year ended December 31, 2011. The increase in net income for 2012 compared to 2011 was the result of strong same-store performance and several of our newer stores becoming profitable, partially offset by costs related to the addition of the new stores discussed above and an increase in our net charge-off rates.

~~Index to Financial Statements~~21

~~ITEM 2. PROPERTIES.~~Table of Contents

~~Our~~Key ~~stores~~Performance generally range in size from approximately 1,800 to 2,400 square feet. We locate our stores in highly visible, accessible locations. We believe that our stores provide a welcoming, personal environment for conducting our business. We prefer our stores to be freestanding single tenant buildings, but we also use retail strip shopping center stores, preferably on an end unit or with a bay with high road visibility. Our stores are located in areas with arterial roadways that we believe have high daily traffic volume and high concentration of retail users, typically with retailers serving comparable customer bases such as national auto parts and rent-to-own companies. Indicators

~~All~~We ofmeasure our ~~stores~~performance ~~are~~through ~~leased~~certain key performance indicators, ~~with~~or ~~typical~~“KPIs,” ~~lease~~that ~~terms~~drive ofour ~~five~~revenue ~~years~~ and ~~two~~profitability. ~~options~~Our toKPIs ~~renew~~include attotal ~~the~~originations, ~~end~~average oforiginations ~~the~~per ~~lease~~store, ~~with~~total antitle loans receivable balance, average ~~gross~~receivable ~~monthly~~balance ~~rent~~per store and net charge-off rate as a percent of $3aggregate originations over the period. We influence our KPIs through operational execution,~~800~~ information systems and proper incentives for our field-level employees. ~~Our~~Externally, ~~leases~~our ~~usually~~KPIs ~~require~~are ~~that~~affected weby ~~pay~~competition ~~all~~and ~~maintenance~~macroeconomic ~~costs~~conditions, ~~insurance~~including ~~costs~~availability of credit, consumer confidence, consumer spending habits, unemployment and ~~property~~state ~~taxes.~~and federal regulations.

The following table ~~shows~~reflects ~~the composition of~~ our ~~store~~results ~~network~~as atmeasured ~~December 31,~~by ~~2011:~~these KPIs:

State	Store Count
	Year Ended December 31,
Alabama	113
(dollars in thousands)	2012			2011			2010
Arizona	13
Originations	$	794,159		$	627,485		$	441,222
Florida	1
Average originations per store	910			930			785
Georgia	230
Total title loans receivable	577,172			490,093			360,325
Illinois	22
Average title loans receivable per store	662			648			611
Mississippi	3
Net charge-offs as a percent of originations	15.1		%	12.3		%	11.8		%
Missouri	67
Nevada	21
South Carolina	79
Tennessee	104
Texas	77
Virginia	26
Total	756

WeIn ~~believe~~addition, ~~that~~we ~~our~~closely ~~facilities,~~monitor ~~equipment,~~same-store ~~furniture~~interest and ~~fixtures~~fee ~~are~~income. The Company considers interest and fee income from stores open more than 13 months in ~~good~~its ~~condition~~calculation of same-store interest and ~~well maintained~~fee income. The following summarizes the Company’s same-store interest and ~~that~~fee ~~our~~income ~~facilities~~for ~~are~~the ~~sufficient~~fiscal toyears ~~meet~~ended ~~our~~December 31, ~~present~~2012, ~~needs.~~2011 and 2010:

	Year Ended December 31,
(dollars in thousands)	2012			2011			2010
Interest and fee income	$	552,692		$	483,285		$	385,160
Interest and fee income growth	14.4		%	25.3		%	29.1		%
Number of stores open more than 13 months	611			554			540

~~Table of Contents~~22

~~Index~~Table toof ~~Financial Statements~~Contents

~~ITEM 3.~~Results ~~LEGAL~~of ~~PROCEEDINGS.~~ Operations

WeStore ~~are~~Software involved in a number of active lawsuits, including the legal proceedings discussed below. Due to the uncertainty surrounding the litigation process, except for those matters for which an accrual has been provided, we are unable to reasonably estimate the range of loss, if any, at this time in connection with these legal proceedings. While the outcome of many of these matters is currently not determinable, we believe we have meritorious defenses to the claims in these proceedings and that the ultimate cost to resolve these matters will not have a materially adverse effect on our consolidated financial position, results of operations or cash flows. In addition to the legal proceedings discussed below, we are involved in routine litigation and administrative proceedings arising in the ordinary course of business. System

WeIn ~~assess~~May 2012, ~~the~~our ~~materiality~~new ofproprietary ~~litigation~~store bysoftware ~~reviewing~~system, awhich ~~range~~is used in approximately 21.4% of ~~qualitative~~our ~~and~~stores ~~quantitative~~as ~~factors~~of December 31, 2012, incurred significant service outages. These ~~factors~~outages ~~include~~caused us to review the ~~size~~status of the ~~potential~~system ~~claims,~~as ~~the~~a ~~merits~~long-term ofsolution for our ~~defenses~~existing and future stores. Based on this review, ~~the~~we ~~likelihood~~initially determined and announced that we would discontinue further development of the ~~plaintiff’s~~system ~~success~~and onwrite-off the ~~merits~~related capitalized costs. However, after the ~~regulatory~~service ~~environment~~outages ~~that~~in ~~could~~May, ~~impact~~we ~~such~~stabilized ~~claims~~the platform and ~~the~~obtained ~~potential~~vendor ~~impact~~quotes ~~that~~to ~~the~~correct ~~litigation~~technical ~~could~~deficiencies. ~~have~~Based on ~~our~~this ~~business.~~additional ~~We evaluate~~information, ~~the~~we ~~likelihood~~decided ofto anreevaluate ~~unfavorable~~whether ~~outcome~~we inwill ~~accordance~~continue ~~with~~development of the ~~relevant~~proprietary ~~accounting~~system ~~literature~~or purchase a new packaged software system to meet our future needs. This ~~assessment~~evaluation isremains ~~subjective,~~on-going. ~~based~~We ondetermined ~~the~~that ~~status~~we ofare ~~the~~not ~~legal~~required ~~proceedings~~to ~~and~~record onan ~~consultation~~impairment ~~with~~charge ~~in-house~~related ~~and~~to ~~external~~our ~~legal~~proprietary ~~counsel.~~store ~~The actual~~software ~~outcomes~~during ofthe ~~these~~year ~~proceedings~~ended ~~may~~December 31, ~~differ~~2012 because the undiscounted future cash flows from ~~our~~the ~~assessments~~asset group are greater than the carrying amount. ~~Unless~~However, ~~otherwise~~depending ~~disclosed~~on the outcome of our full evaluation, weit ~~are~~is ~~vigorously~~reasonably ~~defending~~possible ~~each~~that ofwe ~~these~~could ~~actions.~~decide ~~The~~to ~~amount~~implement ofa ~~loss~~different store software system and discontinue the ~~probability~~development of anour ~~unfavorable~~proprietary ~~outcome,~~system. ifThis ~~any~~decision could result in a one-time, ~~cannot~~non-cash beexpense ~~reasonably estimated~~that ~~for~~could ~~these~~range ~~legal~~from ~~proceedings~~$13.0 ~~unless~~million ~~otherwise~~to ~~stated~~$18.0 million.

~~Reginald~~Year ~~Dwight~~Ended December 31, et2012 alCompared v.to ~~TitleMax~~Year ofEnded ~~Tennessee~~December 31, ~~Inc.~~ 2011

OnInterest August 6, 2004, Reginald Dwight filed a class action lawsuit in the Circuit Court of Hamilton County, Tennessee against TitleMax of Tennessee, Inc., or “TMT.” The complaint alleges, among other things, that TMT entered into loan agreements which contained interest rates in excess of the maximum rate allowed under Tennessee law. The plaintiffs sought damages allowed under the Tennessee Consumer Protection Act as well as punitive damages. TMT denied all of the material allegations in the action. The parties settled this action for $93,000. The settlement has been administered and ~~the~~fee ~~case was closed on September 12, 2011.~~ income

~~Mignon~~Interest ~~Norfolk~~and fee income was $656.8 million for 2012 compared to $505.9 million for 2011. The increase of $150.9 million, etor al29.8%, vwas primarily due to the addition of a significant number of new stores over the last 12 months and strong same-store performance. ~~TitleMax~~Interest and fee income from stores open less than 13 months increased $81.5 in 2012 compared to 2011 and accounted for 54% of ~~Missouri~~the total increase in 2012. Same-store interest and fee income increased $69.4 million, ~~Inc~~or 14.4%, for 2012 compared to 2011. The Company considers interest and fee income from stores open more than 13 months in its calculation of same-store interest and fee income.

OnProvision February 10, 2011, Mignon Norfolk filed a putative class action lawsuit in the Circuit Court of Jefferson County, Missouri against TitleMax of Missouri, Inc., or “TMM,” and a TMM District Manager. The complaint alleges, among other things, that TMM failed to pay certain employees overtime compensation as required by Missouri law. The plaintiff seeks, among other things, a judgment for anloan amount equal to plaintiff’s unpaid compensation, as well as liquidated damages. The litigation is currently in the discovery phase, and it is too early to determine the likelihood of an unfavorable outcome or the ultimate liability, if any, resulting from this action. losses

~~ITEM~~ Our provision for loan losses was $144.7 million for 2012 compared to $99.5 million for 2011, an increase of $45.2 million, or 45.4%. ~~MINE~~The ~~SAFETY~~provision ~~DISCLOSURES~~for loan losses is based on loan loss experience, contractual delinquency of title loans receivable, economic and other qualitative considerations and management’s judgment. Approximately $12.0 million of the increase relates to a 26.6% increase in loan originations, and the remaining increase of $33.2 million was due to an increase in our loan loss charge-off rate. Net charge-offs as a percent of originations increased to 15.1% for 2012 from 12.3% for 2011. The net charge-offs and originations include loans made by our CSO Lenders that we guarantee. Our net charge-off rate has increased during the last twelve months, due primarily to the addition of a significant number of new stores and rapid loan growth. During this period, we have worked to manage our charge-offs in the face of the significant increase in new stores and loan volume and we will continue to monitor net charge-off rates and make adjustments as necessary to maximize loan portfolio growth and long-term profitability.

~~Not~~Costs, ~~applicable.~~expenses and other

20Salaries and related expenses

~~Table~~Salaries and related expenses were $201.9 million for 2012 compared to $159.2 million for 2011. This represents an increase of ~~Contents~~$42.7 million, or 26.8%. This increase was mostly due to growth-related increases in headcount, primarily related to operational personnel necessary to service the higher volume of loans and as a result of opening new stores. Also contributing to the increase was higher corporate headcount, primarily in the areas of operations, construction and real estate. In addition, a significant portion of our operations employees’ compensation is incentive-based, which increased $12.1 million due to higher profitability at the store, district and regional levels.

~~Index~~Occupancy ~~to Financial Statements~~costs

~~PART~~Occupancy IIcosts were $64.7 million for 2012 compared to $48.6 million for 2011. This increase of $16.1 million, or 33.1%, was primarily due to increases in rent, utilities, and maintenance costs associated with opening new stores as well as expanding corporate office space.

~~ITEM 5.~~Depreciation ~~MARKET~~and ~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~ amortization

~~Tracy~~Depreciation ~~Young, the founder, Chief Executive Officer~~ and aamortization ~~manager~~for of2012 ~~TMX~~was ~~Finance~~$17.2 ~~LLC,~~million iscompared ~~the~~to ~~sole~~$13.8 ~~member~~million offor ~~TMX Finance~~2011. ~~LLC,~~The ~~owning~~increase ~~directly all 100~~ of ~~the outstanding limited liability company interests in TMX Finance LLC~~$3.4 ~~There~~million, isor ~~no established public trading market for common equity of the Company~~24.6%, ~~For~~was ~~information~~primarily ~~about~~attributable ~~cash~~to ~~dividends~~remodeling ~~paid~~and ~~for~~relocating ~~the past two fiscal years (including certain restrictions that limit the payment of dividends)~~stores, ~~see~~fitting ~~“Item~~out 7.new ~~Management’s~~stores ~~Discussion~~ and ~~Analysis~~expanding ofcorporate ~~Financial~~office ~~Condition and Results of Operations—Liquidity and Capital Resources~~space.”

~~ITEM 6. SELECTED FINANCIAL DATA.~~ 23

~~The~~Table ~~following table sets forth selected historical consolidated financial data for the Company as~~ of and for the fiscal years ended December 31, 2007, 2008, 2009, 2010 and 2011. The financial information for the years ended December 31, 2009, 2010 and 2011, and as of December 31, 2010 and 2011, has been derived from our audited financial statements included elsewhere in this report. The financial information for the years ended December 31, 2007 and 2008, and as of December 31, 2007, 2008, and 2009 has been derived from our audited financial statements not included in this report. Contents

The historical selected financial information may not be indicative of our future performance and should be read in conjunction with the information contained in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the consolidated financial statements and related notes in “Item 8. Financial Statements and Supplementary Data.” Advertising

	Fiscal Year Ended December 31,
(Dollars in thousands)	2011			2010			2009			2008			2007
Statements of Income Data:
Interest and fee income	$	505,865		$	389,449		$	312,022		$	262,635		$	205,535
Provision for loan losses		(99,542	)		(63,932	)		(51,184	)		(45,318	)		(36,594	)
Net interest and fee income		406,323			325,517			260,838			217,317			168,941
Costs, expenses and other:
Salaries and related expenses		159,201			116,090			90,234			78,046			57,928
Occupancy costs		48,556			34,939			33,366			32,698			24,676
Depreciation and amortization (1)		13,813			10,353			9,027			8,670			7,532
Advertising		15,512			10,243			6,206			13,242			10,318
Other operating and administrative expenses		58,696			41,407			33,720			30,345			22,763
Interest expense, net (2)		42,610			26,251			11,674			13,286			16,556
Total expenses		338,388			239,283			184,227			176,287			139,773
Income from continuing operations before reorganization items		67,935			86,234			76,611			41,030			29,168
Reorganization items (3)		-			4,548			6,655			-			-
Income before discontinued operations		67,935			81,686			69,956			41,030			29,168
(Loss) gain from discontinued operations (4)		-			-			145			(2,184	)		4,562
Net income		67,935			81,686			70,101			38,846			24,606
Net income (loss) attributable to noncontrolling interests		(1,627	)		(1,906	)		(4,031	)		(1,977	)		1,215
Net income attributable to member’s equity	$	69,562		$	83,592		$	74,132		$	40,823		$	23,391

Advertising expense for 2012 was $22.2 million compared to $15.5 million for 2011. The increase of $6.7 million, or 43.2%, was primarily due to increased internet advertising and online lead generation related to our upgraded website.

21Other operating and administrative expenses

~~Table~~Other operating and administrative expenses for 2012 were $77.5 million compared to $58.7 million for 2011. The increase of ~~Contents~~$18.8 million, or 32.0%, was primarily attributable to growth-related increases in costs associated with collateral collection, technology services and office supplies and postage.

~~Index~~Interest toexpense, ~~Financial~~net, ~~Statements~~including amortization of debt issuance costs

		$00,00,000			$00,00,000			$00,00,000			$00,00,000			$00,00,000
	Fiscal Year Ended December 31,
(Dollars in thousands)	2011			2010			2009			2008			2007
Non-GAAP Financial Measures (5) (unaudited):
Net income	$	67,935		$	81,686		$	70,101		$	38,846		$	24,606
Interest expense, net		42,610			26,251			11,674			13,286			16,556
Taxes		638			1,917			756			13			–
Depreciation and amortization		13,813			10,353			9,027			8,999			8,031
EBITDA	$	124,996		$	120,207		$	91,558		$	61,144		$	49,193
	December 31,
(Dollars in thousands)	2011			2010			2009			2008			2007
Balance Sheet Data:
Cash and cash equivalents	$	38,141		$	53,585		$	27,008		$	10,188		$	8,221
Title loans receivable		490,093			360,325			282,917			232,450			199,836
Discontinued operations receivables (4)		-			-			-			-			5,566
Total gross title loans receivable		490,093			360,325			282,917			232,450			205,402
Unamortized loan origination costs		2,829			2,139			1,160			1,251			2,024
Allowance for loan losses		(73,103	)		(52,048	)		(40,280	)		(29,885	)		(21,369	)
Title loans receivable, net		419,819			310,416			243,797			203,816			186,057
Total assets		604,748			470,331			338,763			283,648			268,782
Total debt		346,054			273,401			178,353			193,884			197,869
Total liabilities		408,410			329,195			207,489			208,550			208,402
Member’s equity		202,484			145,876			133,198			73,904			57,209
Member’s equity and noncontrolling interests		196,338			141,136			131,274			75,098			60,380
Statement of Cash Flow Data:
Net cash provided by operating activities	$	175,159		$	176,211		$	144,225		$	105,208		$	72,991
Net cash used in investing activities		(246,453	)		(154,651	)		(95,964	)		(75,120	)		(111,467	)
Net cash provided by (used in) financing activities		55,850			5,017			(31,441	)		(28,120	)		43,249

Interest expense, net, including amortization of debt issuance costs, was $49.3 million for 2012 compared to $42.6 million for 2011. This represents an increase of $6.7 million, or 15.7%. During 2012, we incurred $4.4 million of additional interest compared to 2011 on $60.0 million aggregate principal amount of our 13.25% senior secured notes issued on July 22, 2011. We also incurred interest of $1.3 million in the second half of 2012 on our $25.0 million revolving line of credit obtained on June 27, 2012. Also contributing to the increase in interest expenses was an increase in notes payable issued by TMX Finance LLC and our consolidated CSO Lenders. We expect interest expense to increase in the future relative to prior periods due to the higher average outstanding debt balance.

~~(1)~~Net ~~Represents depreciation and amortization of property, equipment and aircraft.~~income

~~(2)~~As ~~Includes~~a ~~amortization~~result of ~~debt~~the ~~issuance~~above ~~costs~~factors, ~~and~~net ~~discount/premium~~income ofwas $~~3,049, $3,144, $1,210, $~~79.2~~,035,~~ ~~and~~million ~~$3,633~~ for ~~the~~2012, ~~fiscal~~an ~~years~~increase ~~ended~~of ~~December~~16.6% ~~31,~~over ~~2007,~~net ~~2008,~~income ~~2009,~~of ~~2010~~$67.9 ~~and~~million ~~2011,~~for ~~respectively~~2011.

~~(3)~~Year ~~Reorganization~~Ended ~~items~~December 31, ~~refer~~2011 toCompared ~~expenses incurred in connection with our reorganization pursuant~~ to ~~Chapter~~Year 11Ended ofDecember 31, ~~the U.S. Bankruptcy Code. These items include professional fees and interest earned on accumulated cash resulting from the Chapter 11 proceeding.~~2010

~~(4)~~Interest ~~References to discontinued operations relate to payday-lending subsidiaries that were discontinued in April 2008~~ and ~~had~~fee ~~no activity in the fiscal years ended December 31, 2010 or 2011.~~income

~~(5)~~Interest ~~We disclose our earnings before interest expense, taxes, depreciation~~ and ~~amortization,~~fee orincome ~~“EBITDA,”~~was ~~which~~$505.9 ismillion afor ~~“non-GAAP~~2011 ~~financial~~compared ~~measure”~~to as$389.4 ~~defined~~million ~~under~~for ~~the rules of the SEC~~2010. ItThe isincrease ~~intended as a supplemental measure~~ of ~~our~~$116.5 ~~performance that is not required by~~million, or ~~presented in accordance with, U~~29.~~S. generally accepted accounting principles~~9%, oris ~~“GAAP.”~~primarily Wedue ~~present~~to ~~EBITDA~~strong ~~because~~same-store weperformance ~~believe~~as ~~that,~~customers ~~when~~turned ~~viewed~~more ~~with~~to ~~the~~title ~~Company’s~~lending ~~GAAP~~because ~~results~~of ~~and~~a ~~the~~contraction ~~accompanying~~of ~~reconciliation,~~credit ~~EBITDA~~from ~~provides~~other ~~useful~~sources. ~~information~~Same-store ~~about~~interest ~~our~~and ~~operating~~fee ~~performance~~income ~~and~~increased ~~period-over-period~~$101.2 ~~growth~~million, asor ~~well~~26.3%, ~~as information that is helpful~~ for ~~evaluating~~ the ~~operating~~year ~~performance~~ended ofDecember 31, ~~our~~2011 ~~core~~compared ~~business~~to ~~without~~the ~~regard~~same toperiod ~~potential~~in ~~disruptions~~2010. ~~Additionally,~~The weCompany ~~believe~~considers ~~that~~interest ~~EBITDA~~and isfee ~~commonly~~income ~~used~~from bystores ~~securities~~open ~~analysts,~~more ~~investors~~than ~~and~~13 ~~other~~months ~~interested parties~~ in ~~the~~its ~~evaluation~~calculation of ~~high~~same-store ~~yield~~interest ~~issuers,~~and ~~many~~fee ~~of which present EBITDA when reporting their results~~income. ~~However,~~Interest ~~EBITDA~~and ~~should~~fee ~~not be considered as an alternative to~~ income ~~from~~also ~~continuing~~was ~~operations~~higher ~~or any other performance measure derived~~ in ~~accordance~~the ~~with~~year ~~GAAP~~ended orDecember 31, as2011 andue ~~alternative~~ to ~~cash~~an ~~flows~~increase ~~from~~of ~~operating~~approximately ~~activities~~$15.3 ormillion ~~any~~from ~~other~~stores ~~liquidity~~open ~~measure~~less ~~derived~~than in13 ~~accordance with GAAP~~months. ~~Our~~The ~~presentation~~increase offrom ~~EBITDA~~stores ~~should~~open ~~not~~less bethan ~~construed~~13 tomonths ~~imply~~accounted ~~that~~for ~~our~~13% ~~future~~of ~~results~~the ~~will~~total beincrease ~~unaffected~~in byinterest ~~unusual~~and orfee ~~nonrecurring items~~income.

22Provision for loan losses

~~Table~~Our provision for loan losses was $99.5 million for 2011 compared to $63.9 million for 2010. The provision increased $35.6 million, or 55.7%. Approximately $15.0 million of ~~Contents~~the increase relates to the 29.9% increase in loan originations, and the remaining increase of $20.6 million was due to an increase in our loan loss charge-off rate. Net charge-offs as a percent of originations increased to 12.3% for the year ended December 31, 2011 from 11.8% for the comparable period in 2010. The increase in our net charge-off rate was a result of a shift toward growth in our store management incentive plans, which led to an increase in loan originations.

~~Index~~Costs, toexpenses ~~Financial~~and ~~Statements~~other

~~ITEM 7.~~Salaries ~~MANAGEMENT’S~~and ~~DISCUSSION~~related ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~ expenses

~~This~~Salaries ~~section~~and isrelated ~~intended~~expenses were $159.2 million for 2011 compared to ~~provide~~$116.1 ~~information~~million ~~that~~for ~~will~~2010. ~~assist~~This ~~you~~represents inan ~~understanding~~increase ~~our consolidated~~of ~~financial~~$43.1 ~~statements~~million, or 37.1%. Approximately $24.1 million of the ~~changes~~increase was due to growth-related increases in ~~those~~headcount, ~~financial~~primarily ~~statements~~related ~~from~~to ~~period~~operational personnel necessary to ~~period~~service the higher volume of loans and ~~the~~as ~~primary~~a ~~factors~~result of opening new stores. Also contributing to ~~those~~the ~~changes.~~increase ~~The~~was ~~following~~higher ~~discussion~~corporate headcount, primarily in the areas of information technology, recruiting and ~~analysis~~real ~~should~~estate beand ~~read~~construction. inIn ~~conjunction~~addition, ~~with~~a significant portion of our ~~consolidated financial~~operations ~~statements~~employees’ ~~and~~compensation ~~related~~is ~~notes~~incentive-based, inwhich ~~“Item~~increased 8$18.9 ~~Financial~~million ~~Statements~~due to higher profitability at the store, district and ~~Supplementary~~regional ~~Data~~levels.”

InOccupancy addition to historical financial information, the following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs, but that also involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Please see “Forward-Looking Statements” and “Item 1A. Risk Factors” for discussions of the uncertainties, risks and assumptions associated with these statements. costs

~~Company~~Occupancy ~~Overview~~costs were $48.6 million for 2011 compared to $34.9 million for 2010. This increase of $13.7 million, or 39.3%, was primarily due to increases in rent, utilities, and maintenance costs associated with opening new stores as well as expanding corporate office space.

We are a privately-owned automobile title-lending company with 756 company-owned stores in the states of Georgia, Alabama, South Carolina, Tennessee, Missouri, Illinois, Mississippi, Texas, Virginia, Florida, Arizona and Nevada as of December 31, 2011. We serve individuals who generally have limited access to consumer credit from banks, thrift institutions, credit card lenders and other traditional sources of consumer credit. We provide our customers with access to loans secured by a lien on the customers’ automobiles while allowing the customers to retain use of the vehicles during the term of the loans. As of December 31, 2011, we served more than 400,000 customers and had approximately $490.1 million in title loans receivable. We believe that we are the largest automobile title lender in the United States based on title loans receivable. 24

~~Our~~Table business provides a simple, quick and confidential way for consumers to meet their liquidity needs. We offer title loans in amounts ranging from $100 to $5,000 at rates that we believe, based on market research, are up to 50% less than those offered by other title lenders, with an average loan size of approximately $1,200. Our asset-based loans have loan-to-value ratios that we believe are conservative. At origination, our weighted average loan amount is approximately 69% of appraised wholesale value and approximately 26% of the Black Book retail value. Our title loans do not impact our customers’ credit ratings as we do not run credit checks on our TitleMax and TitleBucks customers and we do not make negative credit reports if we are unable to collect loan balances. Contents

WeDepreciation ~~seek to develop~~ and ~~maintain~~ a large presence in each of the markets in which we operate. Our growth strategy includes increasing our title loans receivable in our existing stores, opening new stores in existing markets, expanding our store base into new markets with favorable characteristics and launching an internet lending model. Our stores are located in highly visible and accessible locations, usually in free-standing buildings and end-units of strip shopping centers. Our strategy has enabled consistent growth throughout the Company’s history that has included fluctuating market conditions. The contraction of consumer credit that began in the fourth quarter of 2008 has led to higher average loan volumes for our stores. amortization

WeDepreciation ~~conduct~~and ~~business~~amortization infor ~~Texas~~2011 ~~through~~was a$13.8 ~~wholly-owned~~million ~~subsidiary~~compared ~~(TitleMax~~to of$10.4 ~~Texas,~~million ~~Inc~~for 2010.) ~~registered~~The asincrease aof ~~Credit~~$3.4 ~~Services Organization~~million, or ~~“CSO,”~~ ~~under Texas law~~32. ~~In connection with operating as a CSO~~7%, ~~TitleMax~~was ofprimarily ~~Texas,~~attributable ~~Inc.~~to ~~entered~~remodeling ~~into~~and ~~credit~~relocating ~~services organization agreements~~stores, orfitting ~~“CSO~~out ~~Agreements,”~~new ~~with three third-party lenders~~stores, orexpanding ~~the~~corporate ~~“CSO~~office ~~Lenders.”~~space ~~The CSO~~and ~~Agreements govern~~ the ~~terms~~acquisition byof ~~which~~an weaircraft ~~perform underwriting services and refer customers~~ in ~~Texas to~~ the ~~CSO~~fourth ~~Lenders~~quarter ~~for a possible extension~~ of ~~a loan~~2010. WeAlso ~~process~~contributing ~~loan applications and commit~~ to ~~reimburse~~ the ~~CSO~~increase ~~Lenders~~was ~~for~~depreciation ~~any~~expense ~~loans or~~ related ~~fees~~to ~~that are not collected from those customers. Two of the CSO Lenders operate on~~ an ~~exclusive~~upgrade ~~basis,~~to ~~and~~our weproprietary ~~have~~loan ~~determined that they are variable interest entities~~system, orwhich ~~“VIEs,”~~was ofplaced ~~which~~in weservice ~~are~~in the ~~primary~~second ~~beneficiary.~~quarter ~~Therefore, we~~of ~~have consolidated these VIEs in~~ 2011.

During the year ended December 31, 2011, we continued to execute our growth strategy and opened or acquired 166 new stores. The majority of stores opened were in Texas, Virginia and Nevada, where we opened 75, 25 and 21 stores, respectively. Of the 21 stores opened in Nevada, 20 were acquired from competitors. For the year ended December 31, 2011, the Company had revenues of $505.9 million, an increase of $116.5 million, and net income of $67.9 million, a decrease of $13.8 million, from the corresponding results for the year ended December 31, 2010. The decline in net income for 2011 compared to 2010 was due in part to costs related to the addition of the new stores discussed above, an increase in our net charge-off rate as a percent of originations during the second half of 2011 and additional interest expense due to a higher average outstanding balance of the Company’s senior secured notes. The increase in our net charge-off rate as a percent of originations was a result of a shift toward growth in our store management incentive plans that began in the fourth quarter of 2010. Near the end of 2011, we made modifications to the store management incentive plans to better balance growth and profitability, and we have seen net charge-offs as a percent of originations improve in January and February 2012. We believe our store growth strategy will continue to impact net income as cumulative operating losses from new stores that have not begun to realize a profit continue to reduce earnings from our profitable stores. Advertising

23Advertising expense for 2011 was $15.5 million compared to $10.2 million for 2010. The increase of $5.3 million, or 52.0%, was primarily due to increased television advertising costs in 2011 related to airtime for our “short on cash” marketing campaign.

~~Table~~Other ofoperating ~~Contents~~and administrative expenses

~~Index~~Other operating and administrative expenses for 2011 were $58.7 million compared to ~~Financial~~$41.4 ~~Statements~~million for 2010. The $17.3 million increase was primarily driven by growth-related increases in costs associated with recruiting and relocation, collateral collection, accounting and legal services, travel, and office supplies and postage.

~~Regulatory~~Interest ~~Environment~~expense, net, including amortization of debt issuance costs

~~The~~Interest ~~industry~~expense, innet, ~~which~~including weamortization ~~operate~~of isdebt ~~subject~~issuance ~~to strict state and federal laws and regulations~~costs, aswas ~~well~~$42.6 asmillion ~~local~~for ~~rules~~2011 ~~and~~compared ~~regulations~~to ~~(such~~$26.3 asmillion ~~zoning~~for ~~ordinances~~2010. ~~and~~This ~~rules~~represents ~~related~~an toincrease ~~permit~~of ~~licensing)~~$16.3 ~~For example~~million, ~~the~~or ~~Dallas~~62.0%. ~~and~~During ~~Austin~~2011, ~~Texas~~we ~~City~~incurred ~~Councils~~$15.6 ~~both~~million ~~recently passed ordinances that would restrict extensions~~ of ~~consumer~~additional ~~credit~~interest bycompared ~~title~~to ~~lenders~~2010 ~~within~~on the ~~city~~$250.0 ~~limits~~million ~~by,~~aggregate ~~among~~principal ~~other~~amount ~~things, linking maximum allowable loan size to 3%~~ of ~~a consumer’s~~our ~~gross annual income, mandating a~~ 13.25% ~~principal~~senior ~~reduction~~secured ~~requirement~~notes issued on ~~refinances~~June 21, ~~or renewals and limiting the term of a loan to no more than four months~~2010. ~~The~~In ~~industry~~addition, isduring ~~currently~~2011, ~~pursuing~~we ~~legal~~incurred ~~action~~interest ~~against the cities~~ of ~~Dallas and~~$3.5 ~~Austin~~million byon ~~challenging~~$60.0 ~~the~~million ~~legality~~aggregate ofprincipal ~~the~~amount ~~ordinances in court and appealing to the Texas Office~~ of ~~the~~our ~~Consumer~~13.25% ~~Credit~~senior ~~Commissioner~~secured tonotes ~~intervene.~~issued ~~TitleMax~~on ~~of Texas~~July 22, ~~Inc~~2011. isThese ~~also~~increases ~~engaged~~were inpartially ~~challenging~~offset ~~the~~by ~~legality~~interest ofincurred ~~the ordinances~~ in ~~Dallas. The~~2010 ~~Dallas~~on ~~City~~our ~~Council~~term ~~has~~loan ~~postponed~~at the ~~effective~~default ~~date~~rate ofduring ~~its~~our ~~ordinances~~bankruptcy ~~to June 17, 2012, and the Austin City Council has postponed the effective date of its ordinances to May 1, 2012.~~ proceedings

~~Changes~~Reorganization in applicable laws and regulations governing consumer protection, lending practices and other aspects of our business could have a significant adverse impact on our business, liquidity, capital resources, net sales or revenues or income from continuing operations and ability to service our debt obligations. For example, federal, state or local legislative or regulatory actions could negatively impact us by: items

•There ~~imposing~~were ~~limits~~no onreorganization ~~APRs~~items onin ~~consumer~~2011 ~~loan~~compared ~~transactions;~~to $4.5 million for 2010. On June 16, 2011, the final Chapter 11 decree closing the bankruptcy case was signed and filed with the court. See Note 16 of Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

•Net ~~prohibiting cash advances and similar services;~~income

•As ~~imposing~~a ~~zoning~~result ~~restrictions~~of ~~limiting~~the ~~areas~~above infactors, ~~which~~net weincome ~~can~~was ~~open~~$67.9 ~~new~~million ~~stores;~~for ~~and~~2011 compared to $81.7 million for 2010.

~~• requiring that we obtain special use permits for the operation of our business in certain areas.~~25

~~Any~~Table of the above actions could result in a decrease in demand for, or profitability of, our services which could decrease interest and fee income accordingly, as well as decrease demand for employees and stores, and possibly affect our need for additional capital resources. Moreover, similar actions by states in which we do not currently operate could limit our opportunities to pursue our growth strategies. Contents

InLiquidity some cases, we believe regulatory changes have resulted in a constriction of the availability of unsecured credit for consumers with poor or no credit history (for example, the Card Accountability Responsibility and ~~Disclosure~~Capital Act of 2009, which, among other things, disallowed the issuance of a credit card to anyone under 21 without a co-signer or proof of ability to repay and also curtailed the amount of fees that banks can assess on cardholders). The Company believes that this constriction in available sources of credit has resulted in, and will continue to result in, an increased demand for our services, which has produced a corresponding growth in our interest and fee income, as well as an increase in our need for employees and opportunities for opening new stores. Resources

~~Although~~We ~~regulatory~~manage ~~uncertainties~~our ~~are~~liquidity ~~outside~~and ofcapital ~~our~~positions ~~control,~~to ~~the~~satisfy ~~Company~~several ~~will~~objectives. ~~continue~~Near-term liquidity is managed to ~~monitor~~ensure ~~legislative~~adequate ~~activity~~working ~~closely~~capital ~~and attempt~~is available to ~~mitigate~~fund ~~the~~seasonal ~~risk~~growth in loans and related interest receivable in an amount that exceeds increases in accounts payable and accrued expenses. Growth in working capital is driven by ~~expanding~~demand for our ~~geographic~~loan ~~footprint~~products toand ~~new~~is ~~states~~funded ason ~~well~~a asnear-term ~~expanding~~basis through operating cash flows without the ~~types~~need for reliance on other sources. Long-term capital needs are managed by assessing the growth capital needs of ~~products~~the Company and balancing those needs against the available internal and external capital resources. Long-term capital needs have historically been funded through credit facilities and issuances of debt securities. We manage the risk that we ~~offer~~may ~~(such~~not asbe able to refinance our ~~introduction~~debt securities through proper timing of refinancing transactions ahead of scheduled maturities and, to a ~~second~~lesser ~~lien~~extent, ~~product).~~as market conditions permit.

~~Key~~Our ~~Performance~~principal ~~Indicators~~sources of near-term liquidity are cash on hand, working capital, cash flows from operations and borrowings under our new $25.0 million secured revolving credit facility described below. Cash and cash equivalents were $90.8 million at December 31, 2012 as compared to $38.1 million at December 31, 2011.

WeIn ~~measure~~June 2010 ~~our~~and ~~performance through certain key performance indicators~~July 2011, orwe ~~“KPIs,”~~issued ~~that~~$250.0 ~~drive~~million ~~our revenue~~ and ~~profitability~~$60.0 ~~Our~~million, ~~KPIs include total originations~~respectively, ~~average~~of ~~originations~~senior ~~per~~secured ~~store,~~notes ~~total~~due ~~title~~2015. ~~loans~~These ~~receivable~~senior ~~balance~~secured notes, ~~average~~or ~~receivable~~“the ~~balance~~Notes,” ~~per~~were ~~store~~offered ~~and~~only ~~net~~to ~~charge-off rate~~qualified asinstitutional abuyers ~~percent~~pursuant ofto ~~aggregate~~Rule 144A ~~originations~~under ~~over~~ the ~~period.~~Securities WeAct ~~influence~~of ~~our~~1933, ~~KPIs~~as ~~through~~amended, ~~operational~~or ~~execution,~~the ~~information~~“Securities ~~systems~~Act,” and ~~proper~~to ~~incentives for our field~~non-~~level employees~~U.S. ~~Externally,~~persons ~~our~~outside ~~KPIs are affected by competition and macroeconomic conditions, including availability~~ of ~~credit,~~the ~~consumer~~United ~~confidence,~~States ~~consumer~~in ~~spending~~compliance ~~habits,~~with ~~unemployment~~Regulation ~~and~~S ~~state~~under ~~and~~the ~~federal~~Securities ~~regulations~~Act.

The ~~following~~indenture ~~table~~governing ~~reflects~~our Notes, or the “Indenture,” limits our ~~results~~ability asto ~~measured~~incur additional indebtedness. However, we were permitted to obtain a $25.0 million senior secured revolving loan facility that is equal in priority with the Notes. In June 2012, we entered into a credit agreement, or the “Credit Agreement,” to obtain a senior secured revolving credit facility of up to $25.0 million, or the “Revolving Credit Facility,” that matures June 15, 2015. Subject to certain exceptions, the obligations under the Revolving Credit Facility are fully and unconditionally guaranteed by ~~these~~TMX ~~KPIs:~~Finance LLC, TitleMax Finance Corporation and each of their existing and future domestic subsidiaries. The Revolving Credit Facility and the guarantees rank equal in right of payment with the Notes. The Credit Agreement contains certain covenants that are substantially similar to those in the Indenture. The Credit Agreement also contains a financial covenant that requires the maintenance of a minimum earnings to fixed charge ratio of 2:1.

	Fiscal Year Ended December 31,
	2011			2010			2009
Originations	$	627,485		$	441,222		$	326,138
Average originations per store		830			748			586
Total title loans receivable		490,093			360,325			282,917
Average title loans receivable per store		648			611			508
Net charge-offs as a percent of originations		12.5	%		11.8	%		12.5	%
					(Dollars in thousands)

The Indenture and Credit Agreement permit us to incur additional debt as long as the new debt does not cause us to maintain less than a 3:1 earnings to fixed charge ratio, as defined in the Indenture. In addition, if our earnings to fixed charge ratio is below 3:1, we are permitted to incur up to $10.0 million of additional indebtedness and an incremental $25.0 million of guarantees under our CSO Agreements. As of December 31, 2012, our earnings to fixed charge ratio was below 3:1. We may seek to draw on the additional permitted sources of borrowing in the foreseeable future to continue to facilitate our growth strategy. For a description of our outstanding borrowings, see “—Other Indebtedness.”

24Additional covenants in the Indenture and Credit Agreement restrict, among other things, our ability to dispose of assets, incur guarantee obligations, prepay other indebtedness, make dividends and other restricted payments, create liens, make equity or debt investments, make acquisitions, modify terms of the Indenture, engage in mergers or consolidations, change the business we conduct, engage in certain transactions with affiliates and make distributions to the Sole Shareholder. Such restrictions, together with our highly leveraged nature, could limit our ability to respond to changing market conditions, fund our capital spending program, provide for unexpected capital investments or take advantage of business opportunities.

~~Table~~We are in compliance with the covenants in the Indenture as of ~~Contents~~December 31, 2012. The Indenture requires us to maintain an earnings to fixed charge ratio above 3:1 for us to incur additional indebtedness, including the issuance of guarantees under our CSO Agreements. We do not anticipate a significant decline in demand for our products and services, but any such decline or other unexpected changes in financial condition could cause our earnings to fixed charge ratio to remain below 3:1 for an extended period of time. If we are unable to incur additional indebtedness for growth in our CSO operations, our net income may decrease due to impairment of assets and less revenue from CSO operations, which could adversely affect our ability to obtain new credit under favorable terms. To the extent that we experience short-term or long-term funding disruptions, we have the ability to address these risks through various means, including adjustments to short-term lending to customers, reductions in capital spending, reductions in expenses and potential equity contributions from our Parent, all of which could be expected to generate additional liquidity.

~~Index~~To the extent permitted by the Indenture and Credit Agreement, we expect to ~~Financial~~make ~~Statements~~periodic distributions to our Parent in amounts sufficient to pay some or all of the taxes due on the Company’s items of income, deductions, losses and credits which have been allocated for reporting on the Sole Shareholder’s income tax return. We may also make distributions to our Parent in addition to those required for personal income taxes. Total distributions were approximately $23.3 million, $13.0 million and $75.4 million for the years ended December 31, 2012, 2011 and 2010, respectively. The 2012 amount includes distributions of approximately $0.5 million by our consolidated CSO Lenders. The 2011 amount includes a noncash distribution of approximately $0.3 million related to leasehold improvements in store location properties sold by TY Investments, LLC, which is owned by the Sole Shareholder. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Real Estate Leases. We anticipate making distributions to the Parent for estimated income taxes for 2012 totaling approximately $23.0 to $26.0 million. At December 31, 2012,

In addition, we closely monitor same-store interest and fee income. The Company considers interest and fee income from stores open more than 13 months in its calculation of same-store interest and fee income. The following summarizes the Company’s same-store interest and fee income for the fiscal years ended December 31, 2011, 2010 and 2009: 26

	Fiscal Year Ended December 31,
	2011			2010			2009
Interest and fee income	$	486,394		$	385,160		$	298,417
Interest and fee income growth		26.3	%		29.1	%		20.9	%
Number of stores open more than 13 months		552			540			484
					(Dollars in thousands)

Table of Contents

~~Results~~the availability of ~~Operations~~permitted distributions for purposes other than estimated income tax payments was approximately $5.0 million (calculated net of an estimate for income taxes).

~~Fiscal~~The ~~Year~~Indenture ~~2011~~requires ~~Compared~~us, in the first quarter of each year, to ~~Fiscal~~make ~~Year~~“excess ~~2010~~cash flow offers” (as defined in the Indenture) to all holders of Notes to purchase the maximum principal amount of Notes that may be purchased with the lesser of $30.0 million or 75% of our excess cash flow (as defined in the Indenture) for the applicable fiscal year. We made an excess cash flow offer in March 2012 at 102% of the principal amount of the Notes, but no holders of the Notes accepted the offer. We will make another excess cash flow offer in March 2013 at 102% of the principal amount of the notes. An investment banking firm makes a market for our Notes and the volume of transactions is relatively small. Historically, the market price for our Notes based on the limited trading that occurs has been well above the price we must offer in the excess cash flow offer. Therefore, we do not expect a significant amount of cash to be used to fund the 2013 excess cash flow offer.

~~Interest~~In ~~and~~May 2010, ~~fee~~the IRS initiated an examination of the income tax return of TitleMax of Georgia, Inc., or “TMG.” The examination was expanded to cover all of the Company’s wholly-owned subsidiaries and TitleMax Aviation, or “Aviation,” an entity owned by our Parent that we consolidate because we have determined it is a variable interest entity of which we are the primary beneficiary. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Airplane Payments.” The IRS completed its fieldwork and issued its report in April 2011. We paid approximately $0.9 million in 2011 for agreed adjustments related to the IRS examination. We successfully contested other proposed adjustments, and the examination was closed in September 2012.

~~Interest~~In ~~and~~November 2010, ~~fee~~we ~~income~~acquired ~~was~~an ~~$505.9~~aircraft ~~million~~ for ~~2011 compared to~~ $~~389~~17.45 million ~~for~~that ~~2010.~~satisfied ~~The~~the ~~increase~~requirements of ~~$116.5~~Section 1031 ~~million,~~of orthe ~~29.9%,~~Internal ~~is primarily~~Revenue ~~due~~Code to ~~strong~~complete ~~same~~the like-~~store~~kind ~~performance~~exchange asfor ~~customers~~an ~~turned~~aircraft ~~more~~we tosold ~~title~~in ~~lending~~May 2010. ~~because~~The ofpurchase ~~a contraction~~ of ~~credit~~the ~~from~~aircraft ~~other~~was ~~sources.~~funded ~~Same-store~~by ~~interest~~notes ~~and~~payable ~~fee~~to ~~income~~the ~~increased~~Sole ~~$101~~Shareholder.2 ~~million~~In February 2011, orthese ~~26.3%,~~notes ~~for~~were ~~the~~refinanced ~~year~~into ~~ended December 31,~~one ~~2011~~note ~~compared~~payable to the ~~same~~Sole ~~period~~Shareholder inwith ~~2010.~~a ~~The~~principal ~~Company~~balance ~~considers~~of ~~interest~~$17.4 ~~and~~million ~~fee~~bearing ~~income~~interest ~~from~~at ~~stores~~10%. ~~open~~In ~~more~~December 2011, ~~than~~this 13note ~~months~~was inrefinanced ~~its~~into ~~calculation~~two ofnotes ~~same-store~~payable ~~interest~~to ~~and~~the ~~fee~~Sole ~~income~~Shareholder. ~~Interest~~As ~~and~~of ~~fee income also was higher in the year ended~~ December 31, ~~2011~~2012, ~~due~~these tonotes anhave ~~increase~~principal balances of ~~approximately~~ $1511.34 million ofand ~~revenue~~$5.4 ~~from~~million ~~stores~~and ~~open~~bear ~~less~~interest ~~than~~at ~~13 months~~5.12% ~~The~~and ~~increase~~10%, ~~from~~respectively. ~~stores~~See ~~open~~“Item ~~less than~~ 13. ~~months~~Certain ~~accounted~~Relationships ~~for~~and ~~13%~~Related ofTransactions, ~~the~~and ~~total~~Director ~~increase~~Independence—Airplane ~~in interest and fee income~~Payments. ”

~~Provision~~In July 2012, the Sole Shareholder made an equity contribution of $14.0 million to the Company. In November 2012, the Parent made an equity contribution of $44.8 million to the Company. The November 2012 contribution was funded by proceeds from the sale of $100 million of 11.0% PIK Notes due October 15, 2015, or the “PIK Notes,” by the Parent to unrelated parties. Under the terms of the indenture governing the PIK Notes, interest on the PIK Notes is payable in cash to the extent distributions are available under the terms of the indenture governing the Company’s Notes. If distributions are not permitted under the terms of the indenture governing the Company’s Notes, the Parent may issue additional PIK notes in a principal amount to satisfy the interest due. Distributions from the Company to the Parent, when permitted, will provide the primary means for ~~loan~~the ~~losses~~Parent to make any cash interest payments on the PIK Notes. The maximum potential amount of distributions for purposes of funding the Parent’s interest payments is $11.0 million for each of the years ending December 31, 2013, 2014 and 2015.

~~Our~~Cash ~~provision~~flows for loan losses was $99.5 million for 2011 compared to $63.9 million for 2010. The provision increased $35.6 million, or 55.7%. The provision for loan losses is based on loan loss experience, contractual delinquency of title loans receivable, the value of underlying collateral, economic and other qualitative considerations and management’s judgment. Net charge-offs as a percent of originations increased to 12.5% for the year ended December 31, 2011 from ~~11.8%~~operating for the comparable period in 2010. The increase in our net charge-off rate was a result of a shift toward growth in our store management incentive plans. We have now modified the store management incentive plans to better balance growth and profitability, and we expect the net charge-off rate will decrease in the first half of 2012 from the higher level of net charge-offs we experienced in the third and fourth quarters of 2011. activities

~~Costs~~Net cash provided by operating activities was $222.3 million for 2012 compared to $175.2 million for 2011. The increase of $47.1 million, ~~expenses~~or 26.9%, was due to an $11.3 million increase in net income, as well as a $35.8 million increase in adjustments to reconcile net income to cash provided by operating activities. The increase in adjustments to reconcile net income to cash provided by operating activities was primarily driven by a $45.2 million increase in the provision for loan losses, which resulted from increased demand for our loan products and an increase in our net charge-off rate, as well as a $3.4 million increase in depreciation and amortization expense. These increases were partially offset by decreases in cash from changes in other assets and accounts payable. The decrease in cash from changes in other assets was primarily attributable to $7.1 million more cash used for deposits related to our unconsolidated CSO Lender and an increase of $4.1 million in prepaid expenses. The decrease in cash from changes in accounts payable was due to timing of payments.

~~Salaries and~~Cash ~~related~~flows ~~expenses~~from investing activities

~~Salaries~~Net ~~and~~cash ~~related~~used ~~expenses~~in ~~were~~investing activities was $~~159~~254.25 million for ~~2011~~2012 compared to $~~116~~246.15 million for ~~2010~~2011. ~~This represents~~The an increase of $438.10 million, or 373.12%., ~~Approximately~~was primarily attributable to an $248.17 million ~~of the~~ increase ~~was~~in ~~due~~capital toexpenditures ~~growth-related~~and ~~increases~~a in$5.3 ~~headcount,~~million ~~primarily~~increase ~~related~~in tonet ~~operational~~title ~~personnel~~loan ~~necessary~~originations. toThe ~~service~~increase ~~the~~in ~~higher~~capital ~~volume~~expenditures ofwas ~~loans~~related ~~and~~to asongoing ~~a result~~projects ofto ~~opening~~upgrade ~~new~~our ~~stores.~~technology ~~Also~~and ~~contributing~~ to ~~the~~manage ~~increase~~our ~~was~~store ~~higher~~portfolio ~~corporate~~through ~~headcount,~~remodels ~~primarily~~or inmovement ~~the areas~~ of ~~information technology~~locations, ~~recruiting~~fitting ~~and~~out ~~real~~new ~~estate~~stores and ~~construction.~~installing Innew ~~addition,~~signs. aThese ~~significant~~increases ~~portion~~were ofpartially ~~our~~offset ~~operations employees’~~by ~~compensation is incentive-based, which increased~~ $188.90 million ~~due~~of tocash ~~higher~~paid ~~profitability~~for atacquisitions ~~the~~during ~~store, district and regional levels~~2011.

~~Occupancy~~Cash ~~costs~~flows from financing activities

~~Occupancy~~Net ~~costs~~cash ~~were~~provided ~~$48.6~~by ~~million~~financing activities for ~~2011~~2012 was $84.9 million compared to $3455.9 million for ~~2010~~2011. ~~This~~The increase of $1329.70 million, or 3951.39%, was primarily ~~due~~the toresult ~~increases~~of inproceeds ~~rent,~~of ~~utilities,~~$58.8 ~~and~~million ~~maintenance~~from ~~costs~~equity ~~associated~~contributions ~~with~~and ~~opening~~$25.0 ~~new~~million ~~stores~~from ~~as well as expanding corporate office space.~~ the

~~Depreciation and amortization~~ 27

~~Depreciation~~Table ~~and amortization for 2011 was $13.8 million compared to $10.4 million for 2010. The increase~~ of $3.4 million, or 32.7%, was primarily attributable to remodeling and relocating stores, fitting out new stores, expanding corporate office space and the acquisition of an aircraft in the fourth quarter of 2010. In addition, contributing to the increase was depreciation expense related to an upgrade to our proprietary loan system, which was placed in service in the second quarter of 2011. Contents

~~Advertising~~Revolving Credit Facility in 2012 compared with proceeds of $64.2 million from the Notes issued in 2011. Also contributing to the increase in cash provided by financing activities was a decrease of $11.8 million in repayments of notes payable and capital leases. These increases were partially offset by a $10.6 million increase in cash used for distributions.

~~Advertising~~Other expense for 2011 was $15.5 million compared to $10.2 million for 2010. The increase of $5.3 million, or 52.0%, was primarily due to increased television advertising costs in 2011 related to airtime for our “short on cash” marketing campaign. Indebtedness

25As of December 31, 2012, we have $57.0 million of notes payable in the aggregate, consisting of one unsecured note payable to a bank, three unsecured notes payable to other unrelated entities, three unsecured notes payable to the Sole Shareholder and several notes payable to third parties issued by our two consolidated CSO Lenders.

~~Table~~The note payable to a bank and the three notes payable to the Sole Shareholder are payable by Aviation. The note payable to a bank has a principal balance of ~~Contents~~$0.4 million as of December 31, 2012 and incurs interest at 4.4%. The three notes payable to the Sole Shareholder are in the amounts of $11.4 million, $5.4 million and $2.8 million as of December 31, 2012. The $11.4 million note has a fixed interest rate of 5.12% and is payable in monthly installments of $104,000, including interest and principal, with a final payment of $8.4 million due in December 2016. The $5.4 million note has a fixed interest rate of 10% payable monthly, with the full principal amount due in December 2015. The $2.8 million note is collateralized by an aircraft owned by Aviation and guaranteed by the Company. This note has a fixed interest rate of 6.35% and is payable in monthly installments of $35,000, including interest and principal, with a final payment of $2.1 million due in October 2015.

~~Index~~The three notes payable to ~~Financial~~other ~~Statements~~unrelated entities are in the amounts of $6.0 million, $5.0 million and $1.0 million as of December 31, 2012. Each of these notes bears interest at 13% with interest payable monthly. The principal amount of each of these notes is due in July 2013, although the $5.0 million note and the $1.0 million note may be extended for up to one additional year at our sole discretion.

~~Other~~As ~~operating~~of December 31, 2012, our consolidated CSO Lenders had outstanding a total of $25.0 million of notes payable to third parties. One consolidated CSO Lender had 41 notes due in 2013 that bear interest ranging from 10% to 15% and ~~administrative~~are ~~expenses~~secured by the assets of the consolidated CSO Lender. These notes allow the consolidated CSO Lender to take one or more draws up to a total maximum principal of $17.1 million. As of December 31, 2012, a total of $14.1 million was drawn under these notes. As of December 31, 2012, the other consolidated CSO Lender had 22 unsecured notes due in 2013 that bear interest ranging from 12% to 14% and allow draws up to a total maximum principal of $11.9 million. As of December 31, 2012, a total of $10.9 million was drawn under these notes. Each of these notes has an automatic annual renewal provision.

~~Other~~Management ~~operating~~believes ~~and~~that ~~administrative~~our ~~expenses~~available ~~for~~short-term ~~2011~~and ~~were~~long-term ~~$58.7~~capital ~~million~~resources ~~compared~~will be sufficient to ~~$41.4~~fund ~~million~~our ~~for~~anticipated ~~2010.~~cash ~~The~~requirements, ~~$17.3~~including ~~million~~working ~~increase was~~capital ~~primarily~~requirements, ~~driven~~capital byexpenditures, ~~growth-related~~scheduled ~~increases~~principal inand ~~costs~~interest ~~associated~~payments, ~~with~~payments ~~recruiting~~pursuant ~~and~~to ~~relocation,~~any ~~collateral~~excess ~~collection,~~cash ~~accounting~~flow offers and ~~legal~~income ~~services,~~tax ~~travel~~obligations of our Sole Shareholder, ~~and~~for ~~office~~at ~~supplies~~least ~~and~~the ~~postage.~~next 12 months.

~~Interest~~Capital ~~expense, net, including amortization of debt issuance costs~~ Expenditures

~~Interest~~Capital ~~expense,~~expenditures ~~net,~~as ~~including amortization~~ of ~~debt~~December 31, ~~issuance costs~~2012, ~~was $42.6 million for~~ 2011 ~~compared~~and ~~to $26.3 million for~~ 2010. ~~This~~were ~~represents an increase of~~ $1640.3 million, ~~or 62.0%. During 2011, the~~ $~~250~~32.0 million ~~aggregate~~and ~~principal amount of our 13~~18.~~25%~~6 ~~senior secured notes issued on June 21~~million, ~~2010~~respectively, orwhich ~~the “2010 Notes,” were outstanding for the entire year. In addition, during 2011,~~ we ~~incurred~~used ~~interest~~to onopen ~~$60.0~~new ~~million aggregate~~stores ~~principal~~and ~~amount~~develop of our 13software systems.~~25%~~ ~~senior~~We ~~secured~~do ~~notes~~not ~~issued~~have onany ~~July 22,~~material ~~2011,~~capital orexpenditure ~~the~~commitments ~~“2011~~as ~~Notes,” from the date~~ of ~~issuance through~~ December 31, ~~2011~~2012. ~~During 2010~~However, we ~~paid~~will ~~the~~continue ~~default~~to ~~rate~~open ofadditional ~~interest~~stores onand ~~our~~further ~~term~~improve ~~loan during~~ our ~~bankruptcy~~software ~~proceedings and incurred interest on the 2010 Notes from the date of issuance through December 31~~systems, ~~2010.~~which Wewill ~~expect~~require ~~interest~~ongoing ~~expense~~capital ~~to increase in the future relative to prior periods due to the higher average outstanding debt balance~~expenditures.

~~Reorganization items~~ 28

~~There~~Table ~~were~~of ~~no reorganization items in 2011 compared to $4.5 million for 2010. On June 16, 2011, the final Chapter 11 decree closing the bankruptcy case was signed and filed with the court.~~ Contents

~~Net~~Contractual ~~income~~Payment Obligations

AsThe afollowing ~~result~~table ofsummarizes ~~the~~our ~~above~~material ~~factors~~contractual payment obligations, ~~net~~including ~~income~~periodic ~~was~~interest ~~$67~~payments, as of December 31, 2012.9 ~~million~~These contractual requirements include payments required for ~~2011~~our ~~compared~~debt toobligations, ~~$81.7~~operating ~~million~~leases ~~for~~and ~~2010.~~contractual purchase obligations.

Fiscal Year 2010 Compared to Fiscal Year 2009

	Payments due by December 31,
(in thousands)	Total		2013		2014		2015		2016		2017		Thereafter
Senior secured notes(1)	$	433,225	$	41,075	$	41,075	$	351,075	$	—	$	—	$	—
Revolving credit facility	31,966		2,535		2,535		26,896		—		—		—
Notes payable	13,400		13,004		47		47		47		255		—
Notes payable issued by consolidated CSO Lenders	26,620		26,620		—		—		—		—		—
Notes payable to Sole Shareholder	29,264		2,771		3,340		11,317		11,836		—		—
Obligations under capital leases	3,105		261		267		272		277		283		1,745
Obligations under operating leases	206,998		46,333		41,862		36,039		27,741		17,806		37,217
Total	$	744,578	$	132,599	$	89,126	$	425,646	$	39,901	$	18,344	$	38,962

~~Interest~~(1) The ~~and~~Indenture ~~fee~~requires ~~income~~us to make excess cash flow offers in the first quarter of each year for the lesser of $30 million or 75% of our excess cash flow (as defined in the Indenture). The contractual payments shown in the table do not include the effects of any such excess cash flow payments as the amounts, if any, are not presently determinable.

Interest and fee income was $389.4 million for 2010 compared to $312.0 million for 2009. The increase of $77.4 million, or 24.8%, was primarily due to strong same-store performance as customers turned more to title lending because of a contraction of credit from other sources. Same-store interest and fee income increased 24.9% for the year ended December 31, 2010 compared to the same period in 2009. The Company considers interest and fee income from stores open more than 13 months in its calculation of same-store interest and fee income. The Company increased its store count by 31 stores during 2010; however, these stores were opened late in the fourth quarter and did not significantly contribute to interest and fee income. Seasonality

~~Provision~~Our business is seasonal due to fluctuating demand for ~~loan~~our ~~losses~~title loans during the year. Historically, we have experienced our highest demand in the fourth quarter of each fiscal year, with approximately 30% of our annual originations occurring in this period. Also, we have historically experienced a reduction of 9% to 15% in our title loans receivable in the first quarter of each fiscal year, primarily associated with our customers’ receipts of tax refund checks. Accordingly, we typically experience a higher use of cash in the fourth quarter while generating more cash in the first quarter (exclusive of any other capital usage). Due to the seasonality of our business, results of operations for any fiscal quarter are not necessarily indicative of the results of operations that may be achieved for the full fiscal year or any future period.

~~Our~~Critical ~~provision~~Accounting for loan losses was $63.9 million for 2010 compared to $51.2 million for 2009. This represents an increase of $12.7 million, or 24.8%. The provision generally increases with increases in title loans receivable, and as of December 31, 2010, title loans receivable increased 27.4% from the comparable 2009 period. Net charge-offs as a percent of originations decreased to 11.8% for 2010 from 12.5% for 2009 due to our collection processes, continuous internal compliance reviews and incentive-based compensation plans, which take charge-offs into consideration and are designed to monitor and limit loan losses. Policies

~~Costs~~The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management bases its estimates on historical experience, empirical data and ~~other~~various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ using different estimates or under different assumptions or conditions.

~~Salaries~~Management believes the following critical accounting policies affect its more significant estimates, assumptions and judgments used in the preparation of its consolidated financial statements. The development and selection of these critical accounting policies and the related ~~expenses~~summaries of them below have been reviewed with the Board of Managers of the Company.

~~Salaries~~Allowance ~~and related expenses were $116.1 million~~ for ~~2010~~Loan ~~compared~~Losses toand ~~$90.2~~Accrual ~~million~~ for ~~2009.~~CSO ~~This~~Lender ~~increase~~Loan was $25.9 million, or 28.7%. Approximately $11.3 million of the increase was due to growth-related increases in headcount, primarily related to operational personnel necessary to service the higher volume of loans. Also contributing to the increase was higher corporate headcount, primarily in the areas of information technology, recruiting and real estate and construction. In addition, a significant portion of our employees’ compensation is incentive-based, which increased $8.9 million due to higher profitability at the store, district and regional levels. Further, $5.7 million of the increase is due to the cost associated with the phantom stock award/employee stock option held by our former President. Losses

~~Occupancy~~The ~~costs~~most significant estimates made in the preparation of our accompanying consolidated financial statements are the determination of an allowance for loan losses and an accrual for losses related to loans we process for our unconsolidated CSO Lender. The allowance for loan losses and accrual for loan losses related to our unconsolidated CSO Lender represent management’s estimate of losses on title loans receivable and loans processed for our unconsolidated CSO Lender that we guarantee under CSO Agreements. These estimates are based on an analytical model that contemplates several factors, including historical delinquencies, charge-offs and recovery rates. Additional factors, such as length of time stores have been open in a state, relative mix of new stores within a state and other relevant factors, are evaluated on a periodic basis to determine the adequacy of the reserve. Based on the results of this analytical model, we record an allowance for loan losses on our consolidated balance sheets. In addition, we record a liability for estimated losses related to the guaranteed loans owned by our unconsolidated CSO Lender in accounts payable and accrued expenses on our consolidated balance sheets. Loans that are deemed to be uncollectible are charged-off against the allowance when they become 61 days contractually past due. Recoveries on losses previously charged to the allowance are credited to the

Occupancy costs were $34.9 million for 2010 compared to $33.4 million for 2009. This increase of $1.5 million, or 4.5%, was primarily due to an increase in rent, related utilities and maintenance costs associated with the opening of 31 new stores as well as expanding corporate office space. 29

~~Depreciation~~Table ~~and~~of ~~amortization~~ Contents

~~Depreciation~~allowance ~~and~~when ~~amortization for 2010 was $10~~collected.4 ~~million~~For ~~compared~~the toyears ~~$9.0~~ended ~~million for 2009. The increase of $1.4 million~~December 31, or2012 ~~15.6%, was attributable to remodeling~~ and ~~relocating stores~~2011, ~~fitting~~if ~~out~~default ~~new~~rates ~~stores~~had ~~and~~been ~~expanding corporate office space~~2.5% ~~Also~~higher ~~contributing~~or tolower, the ~~increase~~allowance ~~was~~for ~~the acquisition~~loan oflosses anwould ~~aircraft~~have inchanged ~~the~~by ~~fourth~~approximately ~~quarter~~$14.4 ofmillion ~~2010~~and $12.2 million, respectively.

26Income Recognition

~~Table~~Interest and fee income is recognized using the interest method. Accrual of ~~Contents~~interest and fee income on title loans receivable is discontinued when no payment has been received for 35 days or more. Effective October 1, 2009, management changed its accounting estimate related to the suspension of interest and fee income. Prior to this date, accrual of interest and fee income on title loans receivable ceased when no payment was received for 30 days or more pursuant to contractual terms. Based on additional information and analysis of customer trends, management determined that the likelihood of receiving a payment from a customer diminishes when no payment is received for 35 days. The accrual of income is not resumed until the account is less than five days past due on a contractual basis, at which time management considers collectability to be probable.

~~Index~~Recent toAccounting ~~Financial Statements~~Standards

~~Advertising~~In October 2012, the Financial Accounting Standards Board, or the “FASB,” issued ASU 2012-04 to provide technical corrections and improvements to a wide range of Topics in the Accounting Standards Codification, including conforming amendments related to fair value measurements. The amendments in this guidance will be effective for fiscal periods beginning after December 15, 2012. The adoption of this guidance is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

~~Advertising~~Off-Balance ~~expense~~Sheet ~~was~~Arrangements ~~$10.2~~with ~~million~~Unconsolidated ~~for~~CSO 2010 compared to $6.2 million for 2009. The increase of $4.0 million, or 64.5%, was primarily due to increased television advertising costs in 2010 related to production and airtime costs for our “short on cash” marketing campaign. Lender

~~Other~~Under ~~operating~~the terms of the CSO Agreements with non-exclusive third-party lenders, we are contractually obligated to reimburse the lenders for the full amounts of the loans and ~~administrative~~certain related fees that are not collected from the customers. In certain cases, the lenders sell the related loans, and our obligation to reimburse for the full amounts of the loans and certain related fees that are not collected from the customers extends to the purchasers. As of December 31, 2012, the total amount of loans and related fees guaranteed by us was approximately $26.9 million. The value of the related liability at December 31, 2012 was approximately $4.6 million and is included in accounts payable and accrued expenses on the consolidated balance sheets and provision for loan losses on the consolidated statements of income.

~~Other~~ITEM ~~operating and administrative expenses were $41~~7A.4 ~~million~~QUANTITATIVE ~~for~~AND ~~2010,~~QUALITATIVE ~~compared~~DISCLOSURES toABOUT ~~$33.7~~MARKET ~~million for 2009~~RISK. The increase of $7.7 million, or 22.8%, was due in part to approximately $1.1 million in professional fees associated with a bridge loan facility of up to $40.0 million that we did not draw upon prior to the issuance of the 2010 Notes. The remaining increase is primarily attributable to growth-related increases in costs associated with legal and accounting services, collateral collection, travel, office supplies and postage, recruiting and relocation, and information technology consulting fees. The increase in other operating and administrative expenses in 2010 compared to 2009 was partially offset by a $4.0 million impairment charge in 2009 related to the aircraft sold in 2010.

~~Interest~~The ~~expense,~~Company ~~net,~~does ~~including~~not ~~amortization~~have ofany ~~debt~~financial ~~issuance~~instruments ~~costs~~that expose it to material cash flow or earnings fluctuations as a result of market risks.

Interest expense, net, including amortization of debt issuance costs, was $26.3 million for 2010 compared to $11.7 million for 2009. The increase of $14.6 million, or 124.8%, was due to several factors. We paid the default rate of interest on a term loan during the first 3 1/2 months of 2010 during our bankruptcy proceedings. Upon emergence from bankruptcy, we paid LIBOR plus 1100 basis points on a term loan exit facility from mid-April through June 21, 2010. We incurred 13.25% interest on $250.0 million of the 2010 Notes from their issuance on June 21, 2010 through December 31, 2010. Also contributing to the increase was $2.0 million of amortization expense on the senior secured notes debt issuance costs and discount. 30

~~Reorganization~~Table ~~items~~of Contents

~~Reorganization~~ITEM ~~items, consisting of professional fees related to the bankruptcy, were $4~~8.5 ~~million~~FINANCIAL ~~for~~STATEMENTS ~~2010~~AND ~~compared~~SUPPLEMENTARY ~~to $6~~DATA.~~7 million for 2009. The decrease reflects the timing of activities related to the bankruptcy proceeding.~~

~~Net~~INDEX ~~income~~TO CONSOLIDATED FINANCIAL STATEMENTS

As a result of the above factors, net income for 2010 was $81.7 million compared to $70.1 million for 2009.

Report of Independent Registered Public Accounting Firm	32
Consolidated Balance Sheets as of December 31, 2012 and 2011	33
Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010	34
Consolidated Statements of Member’s Equity and Noncontrolling Interests for the Years Ended December 31, 2012, 2011 and 2010	35
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010	36
Notes to Consolidated Financial Statements	38

~~Liquidity and Capital Resources~~ 31

WeTable manage our liquidity and capital positions to satisfy several objectives. Near-term liquidity is managed to ensure adequate resources are available to fund seasonal growth in loans and related interest receivable in an amount that exceeds increases in accounts payable and accrued expenses (our working capital). Growth in working capital is driven by demand for our loan products and is currently funded through operating cash flows without the need for reliance on other sources. Long-term capital needs are managed by assessing the growth capital needs of the Company and balancing those needs against the available internal and external capital resources. Long-term capital needs have historically been funded through credit facilities and issuances of debt securities. We manage the risk that we may not be able to refinance our debt securities through proper timing of refinancing transactions ahead of scheduled maturities and, to a lesser extent, as market conditions permit. Contents

~~Our~~Report ~~principal sources~~ of ~~near-term~~Independent ~~liquidity~~Registered ~~are~~Public ~~cash~~Accounting ~~on hand, working capital and cash flows from operations. Cash and cash equivalents were $38.1 million at December 31, 2011 as compared to $53.6 million at December 31, 2010.~~ Firm

InTo June 2010 and July 2011, we issued $250.0 million and $60.0 million, respectively, of senior secured notes due 2015. These notes were offered only to qualified institutional buyers pursuant to Rule 144A under the ~~Securities~~Board ~~Act and to non-U.S. persons outside~~ of ~~the United~~Directors ~~States in compliance with Regulation S under the Securities Act. The 2011 Notes were issued with terms substantially identical to the terms of the 2010 Notes~~ and atSole ~~a $4.2 million premium, which resulted in gross proceeds of $64.2 million.~~ Member

~~The~~TMX ~~Indenture~~Finance ~~governing~~LLC ~~our~~and senior secured notes limits our ability to incur additional indebtedness. However, we are permitted to obtain a $25.0 million secured revolving loan facility that would be equal in priority with the senior secured notes. Additionally, we may incur additional debt as long as the new debt does not cause us to maintain less than a 3:1 earnings to fixed charge ratio, as defined in the Indenture. At December 31, 2011, our earnings to fixed charge ratio was below 3:1. We expect our earnings to fixed charge ratio to be above 3:1 at March 31, 2012. We may seek to draw on the additional permitted sources of borrowing in the foreseeable future to continue to facilitate our aggressive growth strategy. For a description of our outstanding borrowings, see “—Other Indebtedness.” Affiliates

~~Additional~~We ~~covenants~~have inaudited the ~~Indenture~~accompanying ~~restrict,~~consolidated ~~among~~balance ~~other~~sheets ~~things,~~of ~~our~~TMX ~~ability~~Finance ~~to dispose~~LLC ofand ~~assets,~~Affiliates ~~incur~~(collectively ~~guarantee~~the ~~obligations,~~“Company”) ~~prepay~~as ~~other~~of ~~indebtedness~~December 31, ~~make~~2012 ~~dividends~~and 2011, and ~~other~~the ~~restricted~~related ~~payments,~~consolidated ~~create~~statements ~~liens~~of income, ~~make~~member’s equity orand ~~debt~~noncontrolling ~~investments~~interests, ~~make~~and ~~acquisitions,~~cash ~~modify~~flows ~~terms~~for of the ~~Indenture,~~three ~~engage~~years in ~~mergers or consolidations, change~~ the ~~business~~period weended ~~conduct~~December 31, ~~engage in certain transactions with affiliates and make distributions to our sole member~~2012. ~~Such~~These ~~restrictions,~~financial ~~together~~statements ~~with~~are ~~our~~the ~~highly~~responsibility ~~leveraged~~of ~~nature and recent disruptions in~~ the ~~credit~~Company’s ~~markets, could~~management. ~~limit~~Our ~~our~~responsibility ~~ability~~is to ~~respond~~express toan ~~changing~~opinion ~~market~~on ~~conditions,~~these ~~fund~~financial ~~our~~statements ~~capital~~based ~~spending~~on ~~program,~~our ~~provide for unexpected capital investments or take advantage of business opportunities~~audits.

27We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Table~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~Contents~~TMX Finance LLC and Affiliates as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the three years in the period ended December 31, 2012 in conformity with U.S. generally accepted accounting principles.

~~Index~~/s/ toMcGladrey ~~Financial~~LLP ~~Statements~~Raleigh, North Carolina March 27, 2013

We are in compliance with the covenants in the Indenture as of December 31, 2011. A significant decline in the demand for our products and services or other unexpected changes in financial condition could cause our earnings to fixed charge ratio to be below 3:1 for an extended period of time. This ratio must be above 3:1 for us to incur additional indebtedness, including the issuance of guarantees under our CSO Agreements. If we are unable to incur additional indebtedness for growth in our CSO operations, our net income may decrease due to impairment of assets and less revenue from CSO operations, which could adversely affect our ability to obtain new credit under favorable terms. We do not anticipate a significant decline in demand for our products and services. To the extent that we experience short-term or long-term funding disruptions, we have the ability to address these risks through various means, including adjustments to short-term lending to customers, reductions in capital spending and reductions in expenses, all of which could be expected to generate additional liquidity. 32

ToTable ~~the extent permitted by the Indenture, we expect to make periodic distributions to our sole member in amounts sufficient for him to pay some or all~~ of the taxes due on the Company’s items of income, deductions, losses and credits which have been allocated for reporting on the sole member’s income tax return. We may also make distributions to the sole member in addition to those required for personal income taxes. Total distributions to the sole member were approximately $13.0 million and $75.4 million for the years ended December 31, 2011 and 2010, respectively. The 2011 amount includes a noncash distribution of approximately $0.3 million related to leasehold improvements in store location properties sold by TY Investments, LLC. We anticipate making distributions to the sole member for estimated income taxes for 2011 totaling approximately $24 to $27 million. At December 31, 2011, the remaining availability of permitted distributions to our sole member for purposes other than estimated personal income tax payments was approximately $5.8 million (calculated net of an estimate for personal income tax distributions anticipated on taxable income during the period). Contents

~~The~~TMX ~~Indenture~~FINANCE requires us, in the first quarter of 2012 and each year thereafter, to make “excess cash flow offers” (as defined in the Indenture) to all holders of notes to purchase the maximum principal amount of notes that may be purchased with the lesser of $30.0 million or 75% of excess cash flow (as defined in the Indenture) for the applicable fiscal year. An investment banking firm makes a market for our bonds and the volume of transactions is relatively small. Historically, the market price for our bonds based on the limited trading that occurs has been well above the price we must offer to our bondholders in the 2012 excess cash flow offer. Therefore, we do not expect a significant amount of cash to be used to fund the 2012 excess cash flow offer. LLC

InAND May 2010, the IRS initiated an examination of the income tax return of TitleMax of Georgia, Inc., or “TMG.” The examination was expanded to cover all of the Company’s wholly-owned subsidiaries and TitleMax Aviation, or “Aviation.” The IRS completed its fieldwork and issued its report in April 2011. We paid approximately $0.9 million in 2011 for agreed adjustments related to the IRS examination. We are contesting other proposed adjustments that could result in maximum additional tax distributions of approximately $1.0 million. AFFILIATES

~~In November~~Consolidated ~~2010,~~Balance we acquired an aircraft for $17.5 million that satisfied the requirements of Section 1031 of the Internal Revenue Code to complete the like-kind exchange for an aircraft sold in May 2010. The purchase of the aircraft was funded by notes payable to the sole member. In February 2011, these notes were refinanced into one note payable to the sole member with a principal balance of $17.4 million bearing interest at 10%. In December 2011, this note was refinanced into two notes payable to the sole member with principal balances of $12.0 million and $5.4 million, bearing interest at 5.12% and 10%, respectively. Sheets

28December 31, 2012 and 2011

~~Table~~(in ~~of Contents~~thousands)

Index to Financial Statements

	2012			2011
Assets
Cash and cash equivalents	$	90,794		$	38,141

Title loans receivable	577,172			490,093
Allowance for loan losses	(94,561		)	(73,103		)
Unamortized loan origination costs	3,716			2,829
Title loans receivable, net	486,327			419,819

Interest receivable	38,055			31,517
Property and equipment, net	95,239			72,571
Debt issuance costs, net of accumulated amortization of $9,526 and $5,445 as of December 31, 2012 and December 31, 2011, respectively	10,570			14,042
Goodwill	5,975			5,975
Intangible assets, net	—			140
Note receivable from Sole Shareholder	1,077			1,549
Other assets	39,746			20,994
Total Assets	$	767,783		$	604,748

Liabilities and Equity
Senior secured notes, net	$	311,519		$	312,120
Revolving credit facility	25,000			—
Notes payable	37,336			11,370
Notes payable to related parties	19,628			20,512
Obligations under capital leases	1,971			2,052
Accounts payable and accrued expenses	61,341			62,356
Total Liabilities	456,795			408,410
Commitments and contingencies (Notes 13 and 14)
Member’s equity and noncontrolling interests:
Total member’s equity (with retained earnings of $243,835 and $186,704 at December 31, 2012 and December 31, 2011, respectively)	318,365			202,484
Noncontrolling interests	(7,377		)	(6,146		)
Total member’s equity and noncontrolling interests	310,988			196,338
Total Liabilities and Equity	$	767,783		$	604,748

~~Cash~~See ~~flows~~notes ~~from~~to ~~operating~~consolidated ~~activities~~financial statements.

Net cash provided by operating activities was $175.2 million for the year ended December 31, 2011, a decrease of $1.0 million, or 0.6%, from the comparable 2010 amount of $176.2 million. The decrease in cash provided by operating activities was due to a $13.8 million decrease in net income, offset by a $40.7 million increase in adjustments to reconcile net income to cash provided by operating activities and a $27.9 million decrease in cash from net changes in operating assets and liabilities. The increase in adjustments to reconcile net income to cash provided by operating activities was driven primarily by the increase in the provision for loan losses, which resulted from increased demand for our loan products and changes in underwriting procedures through modifications to our incentive programs for store management. The decrease in cash from changes in operating assets and liabilities was primarily a result of a decrease in accounts payable and accrued expenses due to timing of payments and more cash used in other assets. The increase in cash used by other assets was primarily attributable to deposits related to our unconsolidated third-party lender under our CSO arrangements, repossessed asset inventory, security deposits and inventory related to opening new stores. 33

~~Cash~~Table ~~flows~~of ~~from investing activities~~ Contents

~~Net~~TMX ~~cash~~FINANCE used in investing activities was $246.5 million for the year ended December 31, 2011, representing an increase of $91.8 million, or 59.3%, from the comparable 2010 amount of $154.7 million. The higher use of cash in investing activities was primarily attributable to the $75.5 million increase in loans originated. Also contributing to the higher use of cash was capital expenditures of $32.0 million, which was an increase of $13.4 million over the 2010 amount. This increase is related to ongoing projects to upgrade our technology and to manage our store portfolio through remodels or movement of locations, fitting out new stores and installing new signs. In addition, $7.6 million of the increase related to acquisitions and $4.3 million related to an increase in restricted cash. These increases were partially offset by $1.8 million of cash provided by our consolidation for financial reporting purposes of two of our three third-party lenders under our CSO arrangements in 2011. LLC

~~Cash~~AND ~~flows from financing activities~~ AFFILIATES

~~For~~Consolidated ~~the~~Statements ~~year ended December 31, 2011, net cash provided by financing activities was $55.9 million, representing an increase~~ of $50.9 million compared to the 2010 amount of $5.0 million. Cash provided by financing activities in 2011 was primarily a result of the proceeds from our issuance of the 2011 Notes. The cash provided by financing activities in 2010 was the result of the net proceeds from the issuance of the 2010 Notes, offset by the $151 million repayment of our term loan previously outstanding, distributions to the sole member, repayments of other notes payable and payments of debt issuance costs. Income

~~Other~~For ~~Indebtedness~~the Years Ended December 31, 2012, 2011 and 2010

As of December 31, 2011 we have $31.9 million of notes payable in the aggregate, consisting of one unsecured note payable to a bank, three unsecured notes payable to our sole member and 28 notes payable to individuals issued by our two consolidated CSO Lenders. The note payable to a bank and the three notes payable to our sole member were issued by TitleMax Aviation, Inc., or “Aviation,” an entity owned by our sole member that we consolidate because we have determined it is a VIE of which we are the primary beneficiary. The note payable to a bank has a principal balance of $0.4 million as of December 31, 2011 and incurs interest at the prime rate plus 2.0% (~~5.25% at December 31, 2011). The three notes payable to our sole member are~~ in the amounts of $12.0 million, $5.4 million and $3.1 million. The $12.0 million note has a fixed interest rate of 5.12% and is payable in monthly installments of $104,000, including interest and principal, with a final payment of $8.4 million due in December 2016. The $5.4 million note has a fixed interest rate of 10% payable monthly, with the full principal amount due in December 2015. The $3.1 million note is collateralized by an aircraft owned by Aviation and guaranteed by the Company. This note has a fixed interest rate of 6.35% and is payable in monthly installments of $35,000, including interest and principal, with a final payment of $2.1 million due in October 2015. In 2011, the Company’s consolidated CSO Lenders issued a total of $11.0 million in 28 notes payable to third parties. One consolidated CSO Lender issued 24 notes with an aggregate principal of $8.0 million due in 2012, bearing interest ranging from 6% to 16% and secured by the assets of the CSO Lender. These notes allow the CSO Lender to take one or more draws up to a total maximum principal of $8.4 million. As of December 31, 2011, a total of $8.0 million was drawn under these notes. The other consolidated CSO Lender issued four unsecured notes in the aggregate amount of $3.0 million. One of these notes has a principal balance of $1.9 million that bears interest at 6% and is due in May 2012. The other three notes bear interest at 14% and are due in the fourth quarter of 2012. Each of these four notes has an automatic annual renewal provision with a 1% increase in the interest rate with each renewal. thousands)

Management believes that our currently available short-term and long-term capital resources will be sufficient to fund our anticipated cash requirements, including working capital requirements, capital expenditures, scheduled principal and interest payments, payments pursuant to any excess cash flow offers and income tax obligations of our sole member, for at least the next 12 months. However, if the demand for our products in existing and new stores is greater than we expect, we may be required to increase the interest rates and fees we charge for our products or seek additional borrowings.

	2012			2011			2010
Interest and fee income	$	656,755		$	505,865		$	389,449
Provision for loan losses	(144,749		)	(99,542		)	(63,932		)
Net interest and fee income	512,006			406,323			325,517

Costs, expenses and other:
Salaries and related expenses	201,899			159,201			116,090
Occupancy costs	64,727			48,556			34,939
Depreciation and amortization	17,210			13,813			10,353
Advertising	22,227			15,512			10,243
Other operating and administrative expenses	77,469			58,696			41,407
Interest, including amortization of debt issuance costs	49,293			42,610			26,251
Total expenses	432,825			338,388			239,283
Income before reorganization items	79,181			67,935			86,234

Reorganization items:
Professional fees	—			—			4,548
Net income	79,181			67,935			81,686
Net income (loss) attributable to noncontrolling interests	19			(1,627		)	(1,906		)
Net income attributable to member’s equity	$	79,162		$	69,562		$	83,592

29See notes to consolidated financial statements.

~~Table of Contents~~34

~~Index~~Table toof ~~Financial Statements~~Contents

~~Capital~~TMX ~~Expenditures~~FINANCE LLC

~~Since~~AND 2009, our capital expenditures have increased consistently. Capital expenditures as of December 31, 2009, 2010 and 2011 were $4.0 million, $18.6 million and $32.0 million, respectively. We do not have any material capital expenditure commitments as of December 31, 2011. We expect capital expenditures to increase to $40.0 million in 2012. The major components of our 2012 capital expenditures include the construction of new stores, relocation and renovation of existing stores, acquisition of new signs and a significant investment in the development of our proprietary point-of-sale system. AFFILIATES

~~Contractual~~Consolidated ~~Payment~~Statements ~~Obligations~~of Member’s Equity and Noncontrolling Interests

~~The~~For ~~following~~the ~~table~~Years ~~summarizes~~Ended ~~our material contractual payment obligations, including periodic interest payments, as of~~ December 31, ~~2011. The future contractual requirements include payments required for our debt obligations~~2012, ~~operating~~2011 ~~leases~~ and ~~contractual purchase obligations.~~ 2010

	Payments due by December 31,
	2012		2013		2014		2015		2016		Thereafter
Senior secured notes(1)	$	41,075	$	41,075	$	41,075	$	351,075	$	-	$	-
Notes payable issued by consolidated VIEs		12,493		-		-		-		-		-
Note payable to bank		410		-		-		-		-		-
Notes payable to sole member		2,130		2,217		2,217		9,661		9,752		-
Obligations under capital leases		256		261		267		272		283		2,022
Obligations under operating leases		30,866		26,674		22,417		18,538		12,464		34,450
Total	$	87,230	$	70,227	$	65,976	$	379,546	$	22,499	$	36,472
										(Dollars in thousands)

(in thousands)

(1) The Indenture requires the Company to make excess cash flow offers in the first quarter of 2012 and each year thereafter for the lesser of $30 million or 75% of excess cash flow (as defined in the Indenture). These contractual payments do not include the effects of any such payments as the amounts, if any, are not presently determinable.

	Member’s Equity			Noncontrolling Interests			Total Member’s Equity and Noncontrolling Interests
Balance, December 31, 2009	$	133,198		$	(1,924	)	$	131,274
Net income (loss)	83,592			(1,906		)	81,686
Contributions	3,146			420			3,566
Distributions	(74,060		)	(1,330		)	(75,390		)

Balance, December 31, 2010	145,876			(4,740		)	141,136
Net income (loss)	69,562			(1,627		)	67,935
Consolidation of variable interest entities	—			221			221
Distributions	(12,954		)	—			(12,954		)

Balance, December 31, 2011	202,484			(6,146		)	196,338
Net income	79,162			19			79,181
Contributions	58,750			—			58,750
Distributions	(22,031		)	(1,250		)	(23,281		)

Balance, December 31, 2012	$	318,365		$	(7,377	)	$	310,988

~~Seasonality~~See notes to consolidated financial statements.

Our business is seasonal due to fluctuating demand for our title loans during the year. Historically, we have experienced our highest demand in the fourth quarter of each fiscal year, with approximately 31% of our annual originations occurring in this period. Also, we have historically experienced a reduction of 9% to 15% in our title loans receivable in the first quarter of each fiscal year, primarily associated with our customers’ receipts of tax refund checks. Accordingly, we typically experience a higher use of cash in the fourth quarter while generating more cash in the first quarter (exclusive of any other capital usage). Due to the seasonality of our business, results of operations for any fiscal quarter are not necessarily indicative of the results of operations that may be achieved for the full fiscal year or any future period. 35

~~Critical~~Table ~~Accounting~~of ~~Policies~~ Contents

~~Management’s~~TMX ~~Discussion~~FINANCE and Analysis of Financial Condition and Results of Operations is based on the Company’s consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States, or “GAAP.” The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management bases its estimates on historical experience, empirical data and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. The development and selection of the critical accounting policies and the related disclosures below have been reviewed with the Board of Managers of the Company. LLC

~~Management~~AND ~~believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.~~ AFFILIATES

30Consolidated Statements of Cash Flows

~~Table~~For ofthe ~~Contents~~Years Ended December 31, 2012, 2011 and 2010

~~Index~~(in ~~to Financial Statements~~thousands)

Allowance for Loan Losses and Accrual for CSO Lender Loan Losses

	2012			2011			2010
Cash Flows from Operating Activities
Net income	$	79,181		$	67,935		$	81,686
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	144,749			99,542			63,932
Depreciation and amortization	17,210			13,813			10,353
Amortization of discount, premium, debt issuance and upfront lease costs	3,832			3,887			2,230
Amortization of acquired intangibles	140			160			—
Net loss on disposal of property and equipment	427			128			264
Loss on disposal of aircraft held for sale, net of selling expenses	—			—			13
Changes in assets and liabilities:
Interest receivable	(6,538		)	(8,082		)	(7,462		)
Other assets	(14,778		)	(7,288		)	(1,256		)
Net change in loan origination costs	(887		)	(690		)	(979		)
Accounts payable and accrued expenses	(1,015		)	5,754			27,430
Net cash provided by operating activities	222,321			175,159			176,211

Cash Flows from Investing Activities
Net title loans originated	(210,370		)	(205,098		)	(129,572		)
Payments for acquisitions, net of cash acquired	—			(8,032		)	(400		)
Purchase of property and equipment	(41,128		)	(32,409		)	(18,713		)
Proceeds from disposal of property and equipment	823			399			112
Proceeds from sale of aircraft held for sale, net of selling expenses	—			—			12,700
Purchase of aircraft	—			—			(17,657		)
(Increase) decrease in restricted cash	(4,325		)	(3,525		)	846
Issuance of note receivable from Sole Shareholder	—			—			(2,000		)
Receipt of payments on note receivable from Sole Shareholder	472			418			33
Cash from consolidation of CSO Lenders	—			1,794			—
Net cash used in investing activities	(254,528		)	(246,453		)	(154,651		)

Cash Flows from Financing Activities
Proceeds from senior secured notes	—			64,200			247,695
Proceeds from revolving credit facility	25,000			—			—
Proceeds from notes payable to related parties	—			12,000			17,750
Proceeds from notes payable issued by consolidated CSO Lenders	15,307			9,080			—
Proceeds from notes payable	12,376			—			—
Repayments of notes payable to related parties	(884		)	(13,844		)	(5,647		)
Repayments of notes payable and capital leases	(1,797		)	(667		)	(14,762		)
Payments of debt issuance costs	(611		)	(2,291		)	(17,195		)
Repayments of term loan, net	—			—			(151,000		)
Proceeds from contributions to consolidated CSO Lenders	—			76			—
Proceeds from contributions	58,750			—			3,566
Distributions by consolidated variable interest entities	(1,250		)	—			—
Distributions to Sole Shareholder	(22,031		)	(12,704		)	(75,390		)
Net cash provided by financing activities	84,860			55,850			5,017
Net increase (decrease) in cash and cash equivalents	52,653			(15,444		)	26,577
Cash and cash equivalents at beginning of period	38,141			53,585			27,008
Cash and cash equivalents at end of period	$	90,794		$	38,141		$	53,585

~~The~~See ~~most~~notes ~~significant~~to ~~estimates made in the preparation of our accompanying~~ consolidated financial statements ~~are the determination of an allowance for loan losses and an accrual for losses related to loans we process for our unconsolidated CSO Lender~~. The allowance for loan losses and accrual for loan losses related to our unconsolidated CSO Lender represent management’s estimate of losses on title loans receivable and loans processed for our unconsolidated CSO Lender that we guarantee under CSO Agreements. These estimates are based on an analytical model that contemplates several factors, including historical delinquencies, charge-offs and recovery rates. Additional factors, such as length of time stores have been open in a state, relative mix of new stores within a state and other relevant factors, are evaluated on a periodic basis to determine the adequacy of the reserve. Based on the results of this analytical model, we record an allowance for loan losses on our consolidated balance sheets. In addition, we record a liability for estimated losses related to the guaranteed loans owned by our unconsolidated CSO Lender in accounts payable and accrued expenses on our consolidated balance sheets. Loans that are deemed to be uncollectible are charged-off against the allowance when they become 61 days contractually past due. Recoveries on losses previously charged to the allowance are credited to the allowance when collected. For the years ended December 31, 2011 and 2010, if default rates were 2.5% higher or lower, the allowance for loan losses would change by approximately $12.2 million and $9.0 million, respectively.

~~Income Recognition~~ 36

~~Interest~~Table ~~and fee income is recognized using the interest method. Accrual~~ of interest and fee income on title loans receivable is discontinued when no payment has been received for 35 days or more. Effective October 1, 2009, management changed its accounting estimate related to the suspension of interest and fee income. Prior to this date, accrual of interest and fee income on title loans receivable ceased when no payment was received for 30 days or more pursuant to contractual terms. Based on additional information and analysis of current customer payment trends, management determined that the likelihood of receiving a payment from a customer diminishes when no payment is received for 35 days. As a result, we revised our policy for the suspension of interest and fee income. The effect of this change in estimate for the fiscal year ended December 31, 2009 was an increase in interest receivable and interest and fee income of $2.7 million. Contents

~~Off-Balance~~TMX ~~Sheet~~FINANCE ~~Arrangements with Unconsolidated CSO Lender~~ LLC

~~Under~~AND the terms of the CSO Agreement with a non-exclusive third-party lender, we are contractually obligated to reimburse the lender for the full amounts of the loans and certain related fees that are not collected from the customers. In certain cases, the lender sells the related loans, and our obligation to reimburse for the full amounts of the loans and certain related fees that are not collected from the customers extends to the purchaser. As of December 31, 2011, the total amount of loans and related fees guaranteed by us was approximately $7.1 million. The value of the related liability at December 31, 2011 was approximately $1.0 million and is included in accounts payable and accrued expenses on the consolidated balance sheets and provision for loan losses on the consolidated statements of income. AFFILIATES

~~Recent~~Consolidated ~~Accounting~~Statements ~~Standards~~of Cash Flows, continued

In December 2010, the Financial Accounting Standards Board, or the “FASB,” issued Accounting Standards Update, or “ASU,” No. 2010-28 to modify the first step of the goodwill impairment test for reporting units with zero or negative carrying amounts. For these reporting units, an entity must assess whether it is more likely than not that goodwill impairment exists. When qualitative factors exist that indicate goodwill is more likely than not impaired, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test when the carrying amount of the reporting unit is zero or negative. The Company adopted the provisions of this guidance (in ~~2011 with no material impact on the Company’s financial position, results of operations or cash flows.~~ thousands)

In May 2011, the FASB issued ASU No. 2011-04 to provide a consistent definition of fair value and ensure that fair value measurements and disclosure requirements are similar between accounting principles generally accepted in the United States of America and International Financial Reporting Standards. This guidance changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements. This guidance is effective for interim and annual periods beginning after December 15, 2011 and is not expected to have an impact on the Company’s financial position, results of operations or cash flows.

	2012		2011		2010
Supplemental disclosure of cash flow information:
Interest paid	$	45,962	$	38,251	$	7,694
Leasehold improvements distributed to Sole Shareholder	$	—	$	250	$	—
Supplemental disclosure of reorganization items:
Professional fees paid for services rendered in connection with the Chapter 11 proceeding	$	—	$	—	$	6,457

~~ITEM 7A.~~See ~~QUANTITATIVE~~notes ~~AND~~to ~~QUALITATIVE~~consolidated ~~DISCLOSURES~~financial ~~ABOUT MARKET RISK~~statements.

~~The Company does not have any financial instruments that expose it to material cash flow or earnings fluctuations as a result of market risks.~~ 37

31Table of Contents

~~Table~~TMX ofFINANCE ~~Contents~~LLC

~~Index~~AND ~~to Financial Statements~~AFFILIATES

~~ITEM~~Notes 8.to ~~FINANCIAL~~Consolidated ~~STATEMENTS~~Financial ~~AND SUPPLEMENTARY DATA.~~Statements

~~INDEX~~(1) Nature TOof ~~CONSOLIDATED~~Business, ~~FINANCIAL~~Principles ~~STATEMENTS~~of Consolidation and Significant Accounting Policies

Report of Independent Registered Public Accounting Firm			33
Consolidated Balance Sheets as of December 31, 2011 and 2010			34
Consolidated Statements of Income for the Years Ended December 31, 2011, 2010 and 2009			35
Consolidated Statement of Member’s Equity and Noncontrolling Interests for the Years Ended December 31, 2011, 2010 and 2009			36
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009			37
Notes to Consolidated Financial Statements			39

Nature of Business

32TMX Finance LLC and affiliates (collectively, unless the context indicates otherwise, the “Company”) is a specialty finance company that originates and services automobile title loans through 1,035 title-lending stores in 12 states as of December 31, 2012. Affiliates include wholly-owned subsidiaries and consolidated variable interest entities (“VIEs”) as described below. The Company operates as TitleMax in 831 stores, and in 151 stores, the Company operates under a TitleBucks brand. The Company also offers a second lien automobile product in Georgia and Florida, with operations conducted within 77 TitleMax stores under the EquityAuto Loan brand, and through 53 standalone stores under the InstaLoan brand. The Company is in the process of fully separating the EquityAuto Loan business into standalone stores under the InstaLoan brand with separate management and the addition of other loan products. Segment information is not presented since all of the Company’s revenue is attributed to a single reportable segment: specialty financial services.

~~Table~~TMX Finance LLC changed its name from TitleMax Holdings, LLC to TMX Finance LLC effective June 21, 2010. Effective September 30, 2012, the former sole member of ~~Contents~~TMX Finance LLC transferred 100% of his membership interests to TMX Finance Holdings Inc. (“Parent”) in exchange for shares of common stock in the Parent. The former sole member of TMX Finance LLC is the sole beneficial owner of the common stock of the Parent (the “Sole Shareholder”).

~~Index~~The Company is subject to ~~Financial~~laws, ~~Statements~~regulations and supervision in each of the states in which it operates. Most states have laws that specifically regulate the Company’s products and services to establish allowable fees, interest and other economic terms. The terms of products and services offered by the Company vary between states to comply with each state’s specific laws and regulations. In addition to state laws and regulations, the Company’s business is subject to various local rules and regulations such as zoning regulation and permit licensing.

~~Report~~The interest rates and fees for the Company’s products and services are not currently regulated directly at the federal level, but laws and regulations governing the business are subject to change. On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act was enacted into law. This act established the Consumer Financial Protection Bureau (“CFPB”) as a federal authority responsible for administering and enforcing the laws and regulations for consumer financial products and services. The legislation does not specifically target title lending, traditional pawn or installment lending for CFPB regulation. However, the CFPB is currently in the process of ~~Independent~~developing ~~Registered~~rules that ~~Public~~could ~~Accounting~~subject ~~Firm~~ the Company to some form of regulatory oversight. The CFPB is specifically prohibited from instituting federal usury interest rate caps.

ToPrinciples ~~the Board~~ of ~~Directors and Sole Member~~ Consolidation

TMX Finance LLC is a single member Delaware limited liability company that, through its subsidiaries, is engaged primarily in the origination and ~~Affiliates~~servicing of automobile title loans.

WeIn ~~have~~April 2006, ~~audited~~ the ~~accompanying~~Sole ~~consolidated~~Shareholder ~~balance~~formed ~~sheets~~EAL. ~~of TMX~~On ~~Finance LLC and Affiliates (collectively the “Company”) as of December 31~~June 21, ~~2011 and~~ 2010, ~~and~~ the ~~related~~Sole ~~consolidated~~Shareholder ~~statements~~transferred 100% of ~~income,~~his ~~member’s~~membership ~~equity~~interests ~~and~~in ~~noncontrolling~~EAL ~~interests,~~to ~~and~~TMX ~~cash~~Finance ~~flows~~LLC. ~~for~~The ~~the~~Company ~~years~~consolidated ~~ended~~EAL ~~December 31,~~effective ~~2011~~January 1, 2010, ~~and~~in ~~2009.~~accordance ~~These~~with ~~financial~~accounting ~~statements~~standards ~~are~~related ~~the~~to ~~responsibility~~consolidation. ofThis ~~the~~transfer ~~Company’s~~between ~~management.~~entities ~~Our~~under ~~responsibility~~common iscontrol tohas ~~express~~been anaccounted ~~opinion~~for onat ~~these~~the ~~financial~~historical ~~statements~~cost ~~based~~of onthe ~~our~~assets ~~audits.~~and liabilities transferred.

WeThe ~~conducted~~Company ~~our~~conducts ~~audits~~business in ~~accordance~~Texas ~~with~~and ~~the~~certain ~~standards~~other ofstates ~~the~~through ~~Public~~wholly-owned ~~Company~~subsidiaries, ~~Accounting~~each ~~Oversight~~of ~~Board~~which ~~(United~~is ~~States).~~registered ~~Those~~in ~~standards~~the ~~require~~applicable ~~that we~~state ~~plan~~as ~~and~~a ~~perform~~Credit ~~the~~Services ~~audit~~Organization to(“CSO”). ~~obtain~~These ~~reasonable~~CSOs ~~assurance~~have ~~about~~entered ~~whether~~into ~~the~~credit ~~consolidated~~services ~~financial~~organization ~~statements~~agreements ~~are~~(“CSO ~~free~~Agreements”) ofwith ~~material~~third-party ~~misstatement.~~lenders ~~The~~(the ~~Company~~“CSO isLenders”) ~~not~~that ~~required~~make tothe ~~have,~~loans ~~nor~~to ~~were~~our wecustomers. ~~engaged~~The toCSO ~~perform~~Agreements angovern ~~audit~~the ofterms ~~its~~by ~~internal~~which ~~control over~~the ~~financial~~Company ~~reporting.~~performs ~~Our~~servicing ~~audits~~functions ~~included~~and ~~consideration~~refers ofcustomers ~~internal~~to ~~control~~the ~~over~~CSO ~~financial~~Lenders ~~reporting~~for as a ~~basis~~possible ~~for~~extension ~~designing~~of ~~audit~~a ~~procedures~~loan. ~~that~~The ~~are~~Company ~~appropriate~~processes inloan ~~the~~applications ~~circumstances,~~and ~~but~~commits ~~not~~to ~~for~~reimburse the ~~purpose~~CSO ofLenders ~~expressing~~for anany ~~opinion~~loans onor ~~the effectiveness~~related offees ~~the~~that ~~Company’s~~are ~~internal~~not ~~control~~collected ~~over~~from ~~financial~~those ~~reporting~~customers. ~~Accordingly,~~Two weof ~~express~~the noCSO ~~such~~Lenders ~~opinion.~~operate ~~An audit also includes examining,~~ on aan ~~test~~exclusive basis, ~~evidence~~with ~~supporting~~ the ~~amounts~~Company, and ~~disclosures in~~ the ~~financial~~Company ~~statements, assessing~~has ~~the~~determined ~~accounting~~that ~~principles~~they ~~used~~are ~~and~~VIEs ~~significant~~of ~~estimates~~which ~~made~~the byCompany ~~management,~~is ~~as well as evaluating~~ the ~~overall~~primary ~~financial statement presentation~~beneficiary. WeTherefore, ~~believe~~the ~~that~~Company ~~our~~has ~~audits~~consolidated ~~provide~~these ~~a reasonable basis for our opinion~~VIEs.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TMX Finance LLC and Affiliates as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years ended December 31, 2011, 2010, and 2009 in conformity with U.S. generally accepted accounting principles. 38

~~/s/~~Table ~~McGladrey~~of ~~& Pullen, LLP~~ Contents

~~Raleigh, North~~TMX ~~Carolina~~FINANCE LLC

~~March~~AND ~~19, 2012~~ AFFILIATES

33Notes to Consolidated Financial Statements

~~Table~~(1) Nature of ~~Contents~~Business, Principles of Consolidation and Significant Accounting Policies (continued)

~~Index~~The Company is associated with several other entities that it must evaluate as potential variable interest entities. TY Investments (“TYI”) and Parker-Young (“PY) are owned 100% and 50%, respectively, by the Sole Shareholder. Each of these entities owns certain real estate that is leased to ~~Financial~~the ~~Statements~~Company. The Company evaluated these entities and determined that the Company does not have a variable interest and that neither has characteristics of a variable interest entity pursuant to the applicable accounting guidance. Both entities have sufficient equity at risk without the need for any additional subordinated financial support. The Company has therefore determined that TYI and PY are not variable interest entities. TitleMax Aviation, Inc., a Delaware corporation (“Aviation”), and TitleMax Construction, LLC (“Construction”) are other entities evaluated as potential variable interest entities. Aviation is owned by our Parent and has three aircraft and related debt. The aircraft are used by the Company to conduct its business. The Company and certain subsidiaries guarantee certain debt of Aviation. Construction is owned by the Sole Shareholder and directly handles the store improvement work for the Company. Aviation and Construction are VIEs of which the Company is the primary beneficiary; therefore, these entities have been consolidated.

~~TMX~~Significant ~~FINANCE~~Accounting ~~LLC~~ Policies

~~AND~~The ~~AFFILIATES~~accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America and conform to general practices within the consumer finance industry. The following is a description of significant accounting policies used in preparing the consolidated financial statements.

~~Consolidated~~Basis ~~Balance~~of ~~Sheets~~ Presentation

~~December 31~~The accompanying consolidated financial statements include the accounts of the Company, ~~2011~~ its wholly-owned subsidiaries and ~~2010~~its consolidated VIEs. All significant intercompany transactions and balances have been eliminated in consolidation.

~~(Dollars~~Use inof ~~Thousands)~~ Estimates

	2011			2010
Assets
Cash and cash equivalents	$	38,141		$	53,585
Title loans receivable		490,093			360,325
Allowance for loan losses		(73,103	)		(52,048	)
Unamortized loan origination costs		2,829			2,139
Title loans receivable, net		419,819			310,416
Interest receivable		31,517			23,435
Property, equipment and aircraft, net		72,571			54,710
Debt issuance costs, net of accumulated amortization of $5,445 and $1,795 as of December 31, 2011 and December 31, 2010, respectively		14,042			15,400
Goodwill		5,975			-
Intangible assets, net		140			-
Note receivable from sole member		1,549			1,967
Other assets		20,994			10,818
Total Assets	$	604,748		$	470,331
Liabilities and Equity
Senior secured notes, net	$	312,120		$	247,935
Notes payable		11,370			990
Notes payable to related parties		20,512			22,356
Obligations under capital leases		2,052			2,120
Accounts payable and accrued expenses		62,356			55,794
Total Liabilities		408,410			329,195
Commitments and contingencies (Notes 17 and 18)
Member’s equity and noncontrolling interests:
Total member’s equity (with retained earnings of $186,704 and $130,096 at December 31, 2011 and December 31, 2010, respectively)		202,484			145,876
Noncontrolling interests		(6,146	)		(4,740	)
Total member’s equity and noncontrolling interests		196,338			141,136
Total Liabilities and Equity	$	604,748		$	470,331

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to change relate to the determination of the allowance for loan losses and the valuation of repossessed assets.

~~See~~Cash ~~notes~~and toCash ~~consolidated financial statements.~~ Equivalents

34The Company maintains amounts in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced losses in such accounts. Management believes the Company’s exposure to credit risk is minimal for these accounts.

~~Table~~Goodwill ofand ~~Contents~~Intangible Assets

~~Index~~Goodwill and indefinite-life intangible assets acquired in a business combination are recorded using the acquisition method of accounting and are tested for impairment annually, or more frequently if circumstances indicate potential impairment, on a reporting unit level. In testing for impairment, the Company first assesses qualitative factors as a basis for determining whether it is necessary to ~~Financial~~perform ~~Statements~~the two-step goodwill impairment test. The first step of the impairment test, if necessary, is to compare the estimated fair value of the reporting unit to its carrying value. If the fair value is less than the carrying value, then a second step is performed to determine the fair value of goodwill and the amount of impairment loss, if any. In addition, intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment whenever events or circumstances indicate the carrying value may not be fully recoverable.

~~TMX FINANCE LLC~~ 39

~~AND~~Table ~~AFFILIATES~~of Contents

~~Consolidated~~TMX ~~Statements~~FINANCE ~~of Income~~ LLC

~~For~~AND ~~the Years Ended December 31, 2011, 2010 and 2009~~ AFFILIATES

~~(Dollars~~Notes into ~~Thousands)~~Consolidated Financial Statements

	2011			2010			2009
Interest and fee income	$	505,865		$	389,449		$	312,022
Provision for loan losses		(99,542	)		(63,932	)		(51,184	)
Net interest and fee income		406,323			325,517			260,838
Costs, expenses and other:
Salaries and related expenses		159,201			116,090			90,234
Occupancy costs		48,556			34,939			33,366
Depreciation and amortization		13,813			10,353			9,027
Advertising		15,512			10,243			6,206
Other operating and administrative expenses		58,696			41,407			33,720
Interest, including amortization of debt issuance costs		42,610			26,251			11,674
Total expenses		338,388			239,283			184,227
Income from continuing operations before reorganization items		67,935			86,234			76,611
Reorganization items:
Professional fees		-			4,548			6,664
Interest earned on accumulated cash from Chapter 11 proceeding		-			-			(9	)
Total reorganization items		-			4,548			6,655
Income before discontinued operations		67,935			81,686			69,956
Gain from discontinued operations		-			-			145
Net income		67,935			81,686			70,101
Net loss attributable to noncontrolling interests		(1,627	)		(1,906	)		(4,031	)
Net income attributable to member’s equity	$	69,562		$	83,592		$	74,132

(1) Nature of Business, Principles of Consolidation and Significant Accounting Policies (continued)

~~See~~Loan ~~notes to consolidated financial statements.~~ Losses

35Provisions for loan losses are charged to income in amounts sufficient to maintain an adequate allowance for loan losses and an adequate accrual for losses related to guaranteed loans processed for our unconsolidated CSO Lender. Factors used in assessing the overall adequacy of the allowance for loan losses, the accrual for losses related to guaranteed loans processed for our unconsolidated CSO Lender and the resulting provision for loan losses include loan loss experience, contractual delinquency of title loans receivable, economic and other qualitative considerations and management’s judgment. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. The Company charges-off an account when the customer is 61 days contractually past due.

~~Table~~Loan ofOrigination ~~Contents~~Costs

~~Index~~Direct tocosts ~~Financial~~incurred ~~Statements~~for the origination of loans, which consist mainly of employee-related costs, are deferred and recognized as a reduction of the related interest and fee income over the average life of the loan using a method that approximates the interest method.

~~TMX~~Repossessed ~~FINANCE LLC~~ Assets

~~AND~~The ~~AFFILIATES~~Company may initiate repossession proceedings according to the respective state law if an account becomes past due. Repossessed collateral is valued at the lower of the receivable balance of the loan prior to repossession or estimated net realizable value. Management estimates net realizable value as the projected cash value upon liquidation less costs to sell the related collateral.

~~Consolidated~~Property ~~Statements of Member’s Equity~~ and ~~Noncontrolling~~Equipment ~~Interests~~

~~For~~Property and equipment, including capitalized interest, are carried at cost. The cost of property retired or sold and the ~~Years~~related ~~Ended~~accumulated ~~December 31~~depreciation are removed from the accounts, ~~2011~~and any resulting gain or loss is recognized in the consolidated statements of income. Depreciation of property and equipment is provided by the straight-line method over the estimated useful lives of the assets once they are placed in service, ~~2010~~as shown in the chart below. Leasehold improvements are amortized using the straight-line method over the lesser of the useful lives of the improvements or the life of the lease. Repairs and ~~2009~~maintenance are expensed as incurred.

(Dollars in Thousands)

		Useful Lives (years)
Computers and software		3 to 5
Furniture and fixtures		7
Leasehold improvements (a)		5
Signs		5
Vehicles		5
Aircraft		15
Capital lease assets—buildings (b)		15
Building		30

	Member’sEquity			NoncontrollingInterests			TotalMember’sEquity andNoncontrollingInterests
Balance, December 31, 2008	$	73,904		$	1,194		$	75,098
Net income (loss)		74,132			(4,031	)		70,101
Contributions from sole member		1,031			913			1,944
Distributions to sole member		(15,065	)		-			(15,065	)
Employee equity option		(804	)		-			(804	)
Balance, December 31, 2009		133,198			(1,924	)		131,274
Net income (loss)		83,592			(1,906	)		81,686
Contributions from sole member		3,146			420			3,566
Distributions to sole member		(74,060	)		(1,330	)		(75,390	)
Balance, December 31, 2010		145,876			(4,740	)		141,136
Net income (loss)		69,562			(1,627	)		67,935
Consolidation of variable interest entities		-			221			221
Distributions to sole member		(12,954	)		-			(12,954	)
Balance, December 31, 2011	$	202,484		$	(6,146	)	$	196,338

(a) Leasehold improvements are depreciated over the terms of the lease agreements with a maximum of five years.

~~See~~(b) The ~~notes~~depreciation toexpense ~~consolidated~~on ~~financial~~assets ~~statements.~~acquired under capital leases is included with depreciation expense on owned assets.

36Impairment of Long-Lived Assets

~~Table~~The Company annually or more frequently, if appropriate, evaluates whether events or circumstances have occurred that indicate the carrying amount of ~~Contents~~long-lived assets may warrant revision or may not be recoverable. When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the recoverability by determining whether the carrying value of such long-lived assets will be recovered through the future undiscounted cash flows expected from uses of the assets and their eventual disposition.

~~Index to Financial Statements~~40

~~TMX~~Table ~~FINANCE~~of ~~LLC~~ Contents

~~AND~~TMX ~~AFFILIATES~~FINANCE LLC

~~Consolidated~~AND ~~Statements of Cash Flows~~ AFFILIATES

~~For~~Notes ~~the Years~~to ~~Ended~~Consolidated ~~December 31,~~Financial ~~2011, 2010 and 2009~~ Statements

(~~Dollars~~1) Nature inof ~~Thousands)~~Business, Principles of Consolidation and Significant Accounting Policies (continued)

	2011			2010			2009
Cash Flows from Operating Activities
Net income	$	67,935		$	81,686		$	70,101
Gain from discontinued operations		-			-			(145	)
Net income-continuing operations		67,935			81,686			69,956
Adjustments to reconcile net income-continuing operations to net cash provided by operating activities-continuing operations
Provision for loan losses		99,542			63,932			51,184
Employee equity option		-			-			(804	)
Depreciation and amortization		13,813			10,353			9,027
Amortization of discount, premium, debt issuance and upfront lease costs		3,887			2,230			1,459
Amortization of acquired intangibles		160			-			-
Loss on disposal of property and equipment		128			264			805
Loss on disposal of aircraft held for sale, net of selling expenses		-			13			142
Loss on impairment of aircraft held for sale		-			-			4,000
Changes in assets and liabilities:
Interest receivable		(8,082	)		(7,462	)		(3,638	)
Other assets		(7,288	)		(1,256	)		(2,615	)
Net change in loan origination costs		(690	)		(979	)		91
Accounts payable and accrued expenses		5,754			27,430			14,718
Net cash provided by operating activities-continuing operations		175,159			176,211			144,325
Net cash used in operating activities-discontinued operations		-			-			(100	)
Cash Flows from Investing Activities-continuing operations
Net title loans originated		(205,098	)		(129,572	)		(91,256	)
Payments for acquisitions, net of cash acquired		(8,032	)		(400	)		-
Purchase of property and equipment		(32,010	)		(18,601	)		(4,023	)
(Increase) decrease in restricted cash		(3,525	)		846			(685	)
Proceeds from sale of aircraft held for sale, net of selling expenses		-			12,700			-
Purchase of aircraft		-			(17,657	)		-
Issuance of note receivable to sole member		-			(2,000	)		-
Receipt of payments on note receivable to sole member		418			33			-
Cash from consolidation of variable interest entities		1,794			-			-
Net cash used in investing activities-continuing operations		(246,453	)		(154,651	)		(95,964	)
Cash Flows from Financing Activities-continuing operations
Repayments of term loan, net		-			(151,000	)		(17,000	)
Proceeds from senior notes		64,200			247,695			-
Proceeds from notes payable to related parties		12,000			17,750			4,282
Proceeds from notes payable issued by variable interest entities		9,080			-			-
Repayments of notes payable to related parties		(13,844	)		(5,647	)		(197	)
Repayments of notes payable and capital leases		(667	)		(14,762	)		(3,905	)
Payments of debt issuance costs		(2,291	)		(17,195	)		(1,500	)
Proceeds from contributions to consolidated variable interest entities		76			-			-
Proceeds from sole member contributions		-			3,566			1,944
Distributions to sole member		(12,704	)		(75,390	)		(15,065	)
Net cash provided by (used in) financing activities-continuing operations		55,850			5,017			(31,441	)
Net (decrease) increase in cash and cash equivalents		(15,444	)		26,577			16,820
Cash and cash equivalents at beginning of period		53,585			27,008			10,188
Cash and cash equivalents at end of period	$	38,141		$	53,585		$	27,008

Debt Issuance Costs

~~See~~Costs ~~notes~~incurred to ~~consolidated~~obtain ~~financial~~debt ~~statements~~financing are amortized over the life of the related debt using a method that approximates the interest method. Amortization is included as a component of interest expense in the consolidated statements of income.

37Income Recognition

~~Table~~Interest and fee income is recognized using the interest method. Accrual of ~~Contents~~interest and fee income on title loans receivable is discontinued when no payment has been received for 35 days or more. The accrual of income is not resumed until the account is less than five days past due on a contractual basis, at which time management considers collectability to be probable.

~~Index~~Advertising ~~to Financial Statements~~Costs

~~TMX~~The ~~FINANCE~~Company ~~LLC~~incurs advertising costs principally related to advertising on television, the internet, billboards and yellow pages. These costs are expensed as incurred.

~~AND~~Income ~~AFFILIATES~~Taxes and Distributions

~~Consolidated~~The ~~Statements~~Company, with the consent of ~~Cash~~the ~~Flows~~Sole Shareholder, ~~continued~~elected in prior years to be taxed under sections of the federal and state income tax laws, which provide that, in lieu of corporate income taxes, the Parent separately accounts for the Company’s items of income, deduction, losses and credits. The consolidated financial statements generally do not include a provision for income taxes as long as these elections remain in effect. Certain subsidiaries operate in states that impose an entity-level tax that is a percentage of income.

~~(Dollars~~Given inthe ~~Thousands)~~ Company’s income tax elections, the assets and liabilities with significant estimated net differences between the tax bases and the reported amounts are presented below as of December 31, 2012 and 2011. The estimated net differences disregard the assets and liabilities of the consolidated CSO Lenders.

	2011		2010		2009
Supplemental disclosure of cash flow information:
Interest paid	$	38,251	$	7,694	$	8,348
Assets acquired through capital leases	$	-	$	-	$	1,289
Leasehold improvements distributed to sole member	$	250	$	-	$	-
Supplemental disclosure of reorganization items:
Professional fees paid for services rendered in connection with the Chapter 11 proceeding	$	-	$	6,457	$	4,602
Interest received on accumulated cash from Chapter 11 proceeding	$	-	$	-	$	9

The tax bases were less than the carrying amounts as follows:

See notes to consolidated financial statements.

(in thousands)	2012			2011
Title loans receivable, net	$	(25,763	)	$	(27,812	)
Property and equipment, net	(71,023		)	(47,142		)
Goodwill	(5,975		)	(5,975		)

Total estimated net differences	$	(102,761	)	$	(80,929	)

38While the Company’s tax status and income tax elections remain in effect, the Company may occasionally make distributions to the Parent in amounts sufficient to pay some or all of the taxes due on the Company’s items of income, deductions, losses and credits. The Company anticipates making distributions of $23.0 to $26.0 million to the Parent to pay 2012 federal and state income taxes. The Company may make future distributions to the Parent in addition to those required for income taxes. To the extent distributions are permitted under the terms of the indenture governing the Company’s senior secured notes, distributions from the Company to the Parent will provide the primary means for the Parent to make interest payments on its $100.0 million of 11.0% senior notes issued in October 2012 and due in October 2015. The maximum potential amount of distributions for purposes of funding the Parent’s interest payments is $11.0 million for each of the years ending December 31, 2013, 2014 and 2015. At December 31, 2012, the availability of permitted distributions for purposes other than estimated income tax payments was approximately $5.0 million (calculated net of an estimate for income tax distributions).

~~Table~~Phantom ofStock ~~Contents~~Plan

~~Index~~The Company accounts for share-based employee compensation by measuring all share-based payments to ~~Financial~~employees ~~Statements~~using the intrinsic value method and recording the resulting expense in the consolidated statements of income. The Company measures the liability for grants of phantom stock by using an agreed-upon calculation defined by the terms of the phantom stock plan.

~~TMX FINANCE LLC~~ 41

~~AND~~Table ~~AFFILIATES~~of Contents

~~Notes~~TMX toFINANCE ~~Consolidated Financial Statements~~ LLC

~~(1)~~AND ~~Nature of Business, Principles of Consolidation, Basis of Presentation, Use of Estimates and Significant Accounting Policies~~AFFILIATES

~~Nature~~Notes ofto ~~Business~~Consolidated Financial Statements

~~TMX Finance LLC and affiliates~~ (~~collectively, the “Company”~~1) Nature ~~is an alternative finance company that originates and services automobile title loans through 756 title-lending stores in 12 states as~~ of ~~December 31~~Business, ~~2011.~~Principles ~~Affiliates~~of ~~include~~Consolidation ~~wholly-owned subsidiaries~~ and ~~consolidated~~Significant ~~variable~~Accounting ~~interest~~Policies ~~entities~~ (~~“VIEs”~~continued) as described below. The parent company, TMX Finance LLC, changed its name from TitleMax Holdings, LLC to TMX Finance LLC effective June 21, 2010. The Company operates as TitleMax in 632 stores, and in 120 stores, the Company operates under a TitleBucks brand. The Company offers a second lien automobile product in Georgia under the EquityAuto Loan brand, with operations conducted within 123 TitleMax stores and through 4 standalone stores. Segment information is not presented since all of the Company’s revenue is attributed to a single reportable segment: alternative financial services.

~~The~~Recent ~~Company~~Accounting is subject to laws, regulations and supervision in each of the states in which it operates. Most states have laws that specifically regulate the Company’s products and services to establish allowable fees, interest and other economic terms. The terms of products and services offered by the Company vary between states to comply with each state’s specific laws and regulations. In addition to state laws and regulations, the Company’s business is subject to various local rules and regulations such as zoning regulation and permit licensing. Standards

~~The~~In ~~interest~~October 2012, ~~rates and fees for~~ the ~~Company’s~~FASB ~~products~~issued ~~and~~ASU ~~services~~2012-04 ~~are~~to ~~not~~provide ~~currently~~technical ~~regulated~~corrections ~~directly~~and atimprovements ~~the~~to ~~federal~~a ~~level,~~wide ~~but laws~~range ~~and~~of ~~regulations~~Topics ~~governing~~in the ~~business~~Accounting ~~are~~Standards ~~subject to change. On July 21~~Codification, ~~2010,~~including ~~the~~conforming ~~Dodd-Frank~~amendments ~~Wall~~related ~~Street~~to ~~Reform~~fair ~~and~~value ~~Consumer Protection Act was enacted into law~~measurements. ~~This~~The ~~act~~amendments ~~established~~in ~~the~~this ~~Consumer~~guidance ~~Financial~~will ~~Protection~~be ~~Bureau~~effective ~~(“CFPB”) as a federal authority responsible~~ for ~~administering~~fiscal ~~and~~periods ~~enforcing~~beginning ~~the~~after ~~laws~~December 15, ~~and regulations for consumer financial products and services~~2012. The ~~legislation~~adoption ~~does~~of ~~not~~this ~~specifically~~guidance ~~target title lending, traditional pawn or installment lending for CFPB regulation. Furthermore, the CFPB~~ is ~~specifically~~not ~~prohibited~~expected ~~from~~to ~~instituting~~have ~~federal~~a ~~usury~~material ~~interest~~impact ~~rate~~on ~~caps. It is still unclear to what extent~~ the ~~CFPB~~Company’s ~~will~~financial ~~have~~position, ~~regulatory~~results ~~oversight~~ of ~~the~~operations ~~industry~~or incash ~~which the Company operates~~flows.

~~Principles~~(2) Credit ofQuality ~~Consolidation~~Information, Allowance for Losses on Title Loans Receivable and Liability Related to Unconsolidated CSO Lender Loans

~~TMX~~The ~~Finance~~Company ~~LLC~~loans iscash ato ~~single~~customers ~~member~~in ~~Delaware~~exchange ~~limited~~for ~~liability~~a ~~company~~fee ~~that,~~and ~~through~~an ~~its~~agreement ~~subsidiaries,~~to isrepay ~~engaged~~the ~~primarily~~amount inloaned. ~~the~~The ~~origination~~Company’s ~~and~~loan ~~servicing~~portfolio ofincludes ~~automobile~~balances outstanding from all title loans., ~~TMX~~including ~~Finance~~short-term ~~LLC~~single ~~has 19~~payment ~~wholly~~loans and multi-~~owned~~payment ~~subsidiaries:~~installment ~~TitleMax~~loans. ofThe ~~Alabama,~~Company ~~Inc.,~~utilizes ~~TitleMax~~a variety of ~~Arizona,~~underwriting ~~Inc.,~~criteria ~~TMX~~to ~~Finance~~specifically ofmonitor ~~Florida,~~the ~~Inc.,~~performance ~~TitleMax~~of its portfolio of ~~Georgia,~~title ~~Inc.,~~loans ~~TitleMax~~and ofmaintains ~~Illinois,~~an ~~Inc.,~~allowance ~~TitleMax~~at ofa ~~Mississippi,~~level ~~Inc.,~~estimated ~~TitleMax~~to ofbe ~~Missouri,~~adequate ~~Inc.,~~to ~~TitleMax~~absorb ofloan ~~Nevada, Inc~~losses inherent in the portfolio., ~~TitleMax~~The ofallowance ~~South~~for ~~Carolina,~~losses ~~Inc.,~~on ~~TitleMax~~title ofloans ~~Tennessee,~~receivable ~~Inc.,~~is ~~TitleMax~~presented ofin ~~Virginia,~~the ~~Inc~~consolidated balance sheets. In addition, ~~TMX~~the ~~Finance~~Company ofmaintains ~~Virginia,~~a ~~Inc.,~~liability ~~TitleMax~~for ofestimated ~~Texas,~~losses ~~Inc.,~~related ~~TMX~~to ~~Finance~~loans ofprocessed ~~Texas,~~for ~~Inc.,~~the ~~EquityAuto~~Company’s ~~Loan,~~unconsolidated ~~LLC~~CSO ~~(“EAL”),~~Lender ~~TMX~~that ~~Credit,~~are ~~Inc.,~~guaranteed ~~TitleMax Funding,~~under ~~Inc~~CSO Agreements. ~~(“Funding”),~~The ~~TitleMax~~liability ~~Financing,~~for ~~Inc.~~estimated ~~(“Financing”)~~losses related to these guaranteed loans is included in accounts payable and ~~TitleMax~~accrued ~~Finance~~expenses ~~Corporation.~~in the consolidated balance sheets.

~~In April~~The ~~2006,~~Company does not stratify the ~~sole~~title ~~member~~loan ofportfolio ~~TMX~~when ~~Finance~~evaluating ~~LLC~~performance ~~formed~~of ~~EAL~~the loans. ~~On June 21~~Rather, ~~2010,~~ the ~~sole~~total ~~member~~portfolio ~~transferred~~is ~~100%~~assessed for losses based on contractual delinquency, the value of ~~his~~underlying ~~membership~~collateral, ~~interests~~economic inand ~~EAL~~other toqualitative ~~TMX~~considerations ~~Finance~~and ~~LLC~~management’s judgment. The Company ~~consolidated~~uses ~~EAL~~historical ~~effective~~collection ~~January 1,~~performance ~~2010~~adjusted infor ~~accordance~~recent ~~with accounting~~portfolio ~~standards~~performance ~~related~~trends to ~~consolidation~~develop the expected loss rates used to establish the allowance and liability for loan losses. ~~This~~Increases ~~transfer~~in ~~between~~the ~~entities~~allowance ~~under~~and ~~common~~liability ~~control~~for ~~has~~loan ~~been~~losses ~~accounted~~are recorded as provision for atloan losses in the ~~historical~~consolidated ~~cost~~statements of income. The Company charges-off an account when the ~~assets~~customer ~~and~~is ~~liabilities~~61 ~~transferred~~days contractually past due. ~~These~~Charge-offs ~~consolidated~~on ~~financial~~title ~~statements~~loans receivable are ~~presented~~equal asto if the ~~transfer~~loan ~~took~~balance ~~place~~(including asinterest ofand fees). Recoveries on losses previously charged to the ~~earliest~~allowance ~~period~~are ~~presented.~~credited to the allowance when collected.

~~The~~Delinquency ~~Company~~experience ~~conducts business in Texas through a wholly-owned subsidiary (TitleMax~~ of ~~Texas,~~title ~~Inc.)~~loans ~~registered~~receivable asat ~~a Credit Services Organization (“CSO”) under Texas law. In connection with operating as a CSO~~December 31, ~~TitleMax~~2012 of Texas, Inc. entered into credit services organization agreements (“CSO Agreements”) with three third-party lenders (the “CSO Lenders”). The CSO Agreements govern the terms by which the Company performs underwriting services and ~~refers~~2011 ~~customers~~was inas Texas to the CSO Lenders for a possible extension of a loan. The Company processes loan applications and commits to reimburse the CSO Lenders for any loans or related fees that are not collected from those customers. Two o

Filing Compare · TMX Finance LLC