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               Upon shipment by GM of a fleet purchase, GM received payment            
          for the fleet vehicles.  In most cases, this payment was made                
          through the independent GM dealer's wholesale financing source.              
               The fleet customer then borrowed the agreed-upon amount of              
          funds from GMAC or an unrelated lender.  This amount was credited            
          to the independent GM dealer (or, in most cases, the independent             
          GM dealer's wholesale financing source) as consideration for the             
          vehicles.                                                                    
               If the lender made a below-market interest rate loan, GM                
          paid GMAC or the unrelated lender a "fleet rate support payment".            
          The amount of the fleet rate support payment equaled the                     
          difference between the face amount of the fleet loan and the fair            
          market value of the fleet loan at GMAC's lending rate.                       
               B.  GMAC's Accounting for the Fleet Loans18                             
               GMAC accounted for the fleet loans as follows:  When GMAC               
          made a fleet loan, it recorded as assets on its books (1) a                  
          "fleet purchaser receivable", and (2) a rate support receivable.             
          The fleet purchaser receivable was equal to the face amount of               
          the loan (i.e., the amount the fleet customer actually borrowed              
          from GMAC).  The rate support receivable was equal to the fleet              
          rate support payment to be made by GM to GMAC.                               
               17(...continued)                                                        
          determined its buy rate.                                                     
               18  For an example, see infra pp. 36-37.                                
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