15.	ACQUISITIONS :

All of the following acquisitions, unless otherwise noted, were considered business combinations accounted for under ASC 805 “Business Combinations.” Pro forma information is not included in accordance with ASC 805 since no acquisitions were considered material individually or in the aggregate.

As the value of certain assets and liabilities acquired in 2015 are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. The property and equipment, inventory and valuation of intangibles is subject to change during the purchase price allocation period.

On September 28, 2015, in connection with the divestiture of the Company’s Peterbilt dealership in Charlotte, North Carolina, the Company acquired certain assets of Peterbilt of Las Vegas, Inc., which operated a commercial vehicle dealership in Las Vegas, Nevada. This location is operating as a Rush Truck Center and is a full-service Peterbilt dealership. The acquisition also included a PacLease commercial vehicle rental and leasing business. The dealership swap was a like-kind exchange for tax purposes and enabled the Company to be consistent with its strategy of not having dealerships representing multiple Class 8 manufacturers in the same market as the Company continues to operate a facility representing International, Hino and Isuzu trucks in Charlotte. The sale price for the assets in Charlotte, North Carolina was approximately $6.4 million, which was offset by floor plan and accounts payable of $5.9 million.

The purchase price for the assets in Las Vegas, Nevada was approximately $3.4 million, which was paid in cash. The operations of Peterbilt of Las Vegas, Inc. are included in the accompanying consolidated financial statements from the date of the acquisition. The preliminary purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Property, equipment and capital lease assets	$	17,241
Inventory		3,662
Prepaid expenses		295
Other		37
Accrued expenses		(960	)
Capital lease obligations		(16,925	)

Total	$	3,350

On July 27, 2015,

the Company acquired certain assets of Dallas Truck Center, Inc., which included real estate and used truck inventory, in Dallas, Texas

. This location is operating as Rig Tough Used Trucks, Dallas. The transaction was valued at approximately $3.3 million, with the purchase price paid in cash.

Property	$	2,308
Inventory		949

Total	$	3,257

On May 4, 2015, the Company acquired certain assets of Yancey Truck Centers, LLC, which operated commercial vehicle dealerships in Albany, Blackshear, Tifton, Valdosta, Augusta, Columbus and Macon, Georgia. These locations are operating as Rush Truck Centers and offer commercial vehicle sales, parts and service for International trucks. The acquisition also included an Idealease commercial vehicle rental and leasing business.

The purchase price for the assets, goodwill, franchise rights and dealership properties was approximately $30.1 million, which was paid in cash. The operations of Yancey Truck Centers, LLC are included in the accompanying consolidated financial statements from the date of the acquisition. The preliminary purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Goodwill	$	11,670
Property and equipment		11,316
Inventory		7,206
Other		85
Accrued expenses		(220	)

Total	$	30,057

All of the goodwill acquired in the Yancey Truck Centers, LLC

acquisition will be amortized over 15 years for tax purposes.

On February 9, 2015,

the Company acquired certain assets of Effingham Truck Sales, Inc. The acquisition included International commercial truck dealerships and an Idealease commercial vehicle rental and leasing business in Effingham and Mount Vernon, Illinois.

The purchase price for the assets, membership interests, goodwill, and dealership properties was approximately $25.3 million, which was paid in cash. The operations of Effingham Truck Sales, Inc. are included in the accompanying consolidated financial statements from the date of the acquisition. The preliminary purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Goodwill	$	8,190
Franchise rights		969
Inventory		7,622
Property and equipment		7,090
Accounts receivable		1,306
Prepaid expenses		80
Other		4

Total	$	25,261

All of the goodwill acquired in the Effingham Truck Sales, Inc.

acquisition will be amortized over 15 years for tax purposes.

On December 8, 2014,

the Company acquired certain assets of North Florida Truck Parts, Inc. which included a commercial parts and service facility in Lake City, Florida. The Lake City location is operating as a full-service Rush Truck Center and offers commercial vehicles manufactured by Peterbilt. The transaction was valued at approximately $4.2 million, with the purchase price paid in cash. The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Goodwill	$	1,048
Property and equipment, including real estate		3,041
Inventory		50
Accounts receivable		20

Total	$	4,159

All of the goodwill acquired in the North Florida Truck Parts, Inc. acquisition will be amortized over 15 years for tax purposes.

On November 3, 2014,

the Company acquired certain assets of House of Trucks, Inc. which included used commercial vehicle facilities in Willowbrook and Wilmington, Illinois. The transaction, including real estate, was valued at approximately $6.9 million, with the purchase price paid in cash. The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Goodwill	$	1,968
Inventory		2,512
Property and equipment, including real estate		2,416
Prepaid expenses		6
Accrued expenses		(28	)

Total	$	6,874

All of the goodwill acquired in the House of Trucks, Inc.

acquisition will be amortized over 15 years for tax purposes.

On July 1, 2014,

the Company acquired certain assets of Truck Parts Depot, Inc. which included a commercial parts and service facility in Gainesville, Georgia. The Gainesville location is operating as a full-service Rush Truck Center and offers commercial vehicles manufactured by International. The transaction was valued at approximately $500,000, with the purchase price paid in cash.

On June 25, 2014, a joint venture was established to further expand the Company’s used commercial vehicle sales network. As a result, the Company owns 50% of CCTTS, which has locations in multiple locations in California that sell used trucks. In connection with the formation of this joint venture, the Company contributed $2.2 million. CCTTS is accounted for using the equity method of accounting in accordance with ASC 323, “Investments-Equity Method and Joint Venture,” and is recorded on the Consolidated Balance Sheet in Other Assets.

On January 13, 2014,

the Company acquired certain assets of CIT, Inc., which did business as Chicago International Trucks, Mcgrenho L.L.C., which did business as Indy Truck Sales, and Indiana Mack Leasing, LLC; and the membership interests of Idealease of Chicago, LLC. The acquisition included International commercial truck dealerships and Idealease commercial vehicle rental and leasing businesses in Carol Stream, Chicago, Grayslake, Huntley, Joliet, Kankakee and Ottawa, Illinois, and Brazil, Gary and Indianapolis, Indiana.

The purchase price for the assets, membership interests, goodwill, franchise rights and dealership properties was approximately $146.6 million, which was paid in cash and 83,091 shares of the Company’s Class B Common Stock with a total value of $2.0 million on the date of acquisition. The operations of CIT, Inc. are included in the accompanying consolidated financial statements from the date of the acquisition. The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Property and equipment	$	60,066
Goodwill		46,384
Franchise rights		2,442
Inventory		31,048
Accounts receivable		7,175
Prepaid expenses		750
Other		23
Accrued expenses		(1,325	)

Total	$	146,563

All of the goodwill acquired in the CIT, Inc.

acquisition will be amortized over 15 years for tax purposes.