SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _______
Commission file number 1-6594
COMMERCIAL CREDIT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 52-0883351
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 St. Paul Place, Baltimore, Maryland 21202
(Address of principal executive offices) (Zip Code)
(410) 332-3000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
----- -----
The registrant is an indirect wholly owned subsidiary of The
Travelers Inc. As of the date hereof, one share of the
registrant's Common Stock, $.01 par value, was outstanding.
REDUCED DISCLOSURE FORMAT
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING
THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>
<TABLE> <CAPTION>
Commercial Credit Company and Subsidiaries
TABLE OF CONTENTS
-----------------
Part I - Financial Information
Item 1. Financial Statements: Page No.
--------
<S> <C>
Condensed Consolidated Statement of Income (Unaudited) -
Three and Six Months Ended June 30, 1994 and 1993 3
Condensed Consolidated Statement of Financial Position -
June 30, 1994 (Unaudited) and December 31, 1993 4
Condensed Consolidated Statement of Cash Flows (Unaudited) -
Six Months Ended June 30, 1994 and 1993 5
Notes to Condensed Consolidated Financial Statements - (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Exhibit Index 13
Signatures 14
</TABLE>
2
<PAGE>
<TABLE> <CAPTION>
Commercial Credit Company and Subsidiaries
Condensed Consolidated Statement of Income (Unaudited)
(In millions of dollars)
Three months ended Six months ended
June 30, June 30,
-------------------- ------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Finance related interest and other charges $252.6 $235.2 $498.2 $467.3
Insurance premiums 94.8 85.9 185.2 169.1
Net investment income 19.0 17.3 36.5 36.3
Equity in income of old Travelers - 7.6 - 17.6
Other income 26.1 32.8 56.9 78.2
--------------------------------------------------------------------------------------------------------------
Total revenues 392.5 378.8 776.8 768.5
--------------------------------------------------------------------------------------------------------------
Expenses
Interest 97.1 89.6 190.3 177.4
Policyholder benefits and claims 58.8 53.9 114.5 105.5
Insurance underwriting, acquisition and operating 24.4 22.1 48.3 44.9
Non-insurance compensation and benefits 45.0 41.6 91.2 83.0
Provision for credit losses 38.2 32.2 77.0 67.1
Other operating 37.2 38.8 76.5 76.1
--------------------------------------------------------------------------------------------------------------
Total expenses 300.7 278.2 597.8 554.0
--------------------------------------------------------------------------------------------------------------
Income before income taxes, minority interest and
cumulative effect of changes
in accounting principles 91.8 100.6 179.0 214.5
Provision for income taxes 31.8 33.9 62.7 72.5
--------------------------------------------------------------------------------------------------------------
Income before minority interest and cumulative
effect of changes in accounting principles 60.0 66.7 116.3 142.0
Minority interest, net of income taxes (3.8) (4.0) (7.5) (12.2)
Cumulative effect of changes
in accounting principles,
net of income taxes -. -. - (5.8)
--------------------------------------------------------------------------------------------------------------
Net income $ 56.2 $ 62.7 $108.8 $124.0
==============================================================================================================
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
3
<PAGE>
<TABLE> <CAPTION>
Commercial Credit Company and Subsidiaries
Condensed Consolidated Statement of Financial Position
(In millions of dollars, except per share amounts)
June 30, 1994 December 31,1993
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets (Unaudited)
Cash and cash equivalents $ 19.1 $25.6
Investments:
Fixed maturities:
Available for sale (1994, cost - $836.7; 1993, market - $784.1) 795.1 752.5
Held to maturity (market $14.3 and $35.0) 13.6 33.7
Equity securities (1994, cost - $286.3; 1993, market - $368.5) 287.5 300.0
Mortgage loans 215.2 205.1
Short-term and other 123.8 246.7
---------------------------------------------------------------------------------------------------------------------
Total investments 1,435.2 1,538.0
---------------------------------------------------------------------------------------------------------------------
Consumer finance receivables 6,652.3 6,383.1
Allowance for losses (174.8) (167.5)
---------------------------------------------------------------------------------------------------------------------
Net consumer finance receivables 6,477.5 6,215.6
Other receivables 560.9 560.9
Deferred policy acquisition costs 36.0 26.7
Cost of acquired businesses in excess of net assets 104.0 105.8
Other assets 306.5 421.1
---------------------------------------------------------------------------------------------------------------------
Total assets $8,939.2 $8,893.7
=====================================================================================================================
Liabilities
Certificates of deposit $ 70.3 $ 56.7
Short-term borrowings 2,574.3 2,206.1
Long-term debt 3,726.0 3,969.8
---------------------------------------------------------------------------------------------------------------------
Total debt 6,370.6 6,232.6
Insurance policy and claims reserves 944.6 894.7
Accounts payable and other liabilities 522.7 655.7
---------------------------------------------------------------------------------------------------------------------
Total liabilities 7,837.9 7,783.0
---------------------------------------------------------------------------------------------------------------------
Stockholder's equity
Common stock ($.01 par value; authorized shares: 1,000; share issued: 1) - -
Additional paid-in-capital 153.2 94.7
Retained earnings 966.4 1,002.6
Unrealized gain (loss) on investments (18.2) 14.0
Cumulative translation adjustments (.1) (.6)
---------------------------------------------------------------------------------------------------------------------
Total stockholder's equity 1,101.3 1,110.7
---------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity $8,939.2 $8,893.7
=====================================================================================================================
See Notes to Condensed Consolidated Financial Statements
</TABLE>
4
<PAGE>
<TABLE> <CAPTION>
Commercial Credit Company and Subsidiaries
Condensed Consolidated Statement of Cash Flows (Unaudited)
(In millions of dollars)
Six months ended June 30, 1994 1993
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities
Income before income taxes, minority interest and cumulative effect of
changes in accounting principle $ 179.0 $ 214.5
Adjustments to reconcile income before income taxes, minority interest and cumulative effect
of changes in accounting principle to net cash provided by (used in) operating activities:
Amortization of deferred policy acquisition costs and value of insurance in force 27.2 27.8
Additions to deferred policy acquisition costs (36.4) (28.7)
Provision for credit losses 77.1 67.1
Undistributed equity earnings of affiliates (0.5) (10.7)
Changes in:
Insurance policy and claims reserves 49.9 36.2
Repurchase and resale agreements, net (114.0) -
Other, net 32.3 (12.8)
------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operations 214.6 293.4
Income taxes paid (76.6) (68.6)
------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 138.0 224.8
------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
Net change in credit card receivables (7.1) (12.6)
Loans originated or purchased (1,429.5) (1,196.1)
Loans repaid or sold 1071.1 1,013.6
Purchases of investments (412.9) (415.6)
Proceeds from sales/maturities of investments 478.4 415.8
Redemption of Parent Company Series Z preferred stock 100.0 100.0
Other, net 7.5 (5.5)
------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities (192.5) (100.4)
------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
Dividends paid (90.0) (80.0)
Issuance of long-term debt - 550.0
Payments of long-term debt (243.8) (22.1)
Net change in short-term borrowings 368.2 (587.7)
Net change in certificates of deposit 13.6 10.6
------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 48.0 (129.2)
------------------------------------------------------------------------------------------------------------------
Change in cash and cash equivalents (6.5) (4.8)
Cash and cash equivalents at beginning of period 25.6 22.0
------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 19.1 $ 17.2
==================================================================================================================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 196.1 $ 168.3
==================================================================================================================
See Notes to Condensed Consolidated Financial Statements
</TABLE>
5
<PAGE>
Commercial Credit Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(In millions of dollars)
1. Basis of Presentation
---------------------
Commercial Credit Company (the Company) is a wholly owned
subsidiary of CCC Holdings, Inc. which is a wholly owned
subsidiary of The Travelers Inc. (the Parent). The condensed
consolidated financial statements include the accounts of the
Company and its subsidiaries.
The accompanying condensed consolidated financial statements
as of June 30, 1994 and for the three and six month periods
ended June 30, 1994 and 1993 are unaudited. In the opinion
of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation have
been reflected. The accompanying condensed consolidated
financial statements should be read in conjunction with the
consolidated financial statements and related notes included
in the Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
Certain financial information that is normally included in
financial statements prepared in accordance with generally
accepted accounting principles but is not required for
interim reporting purposes has been condensed or omitted.
FAS 115. Effective January 1, 1994, the Company adopted
Statement of Financial Accounting Standards No. 115 (FAS
115), "Accounting for Certain Investments in Debt and Equity
Securities," which addresses accounting and reporting for
investments in equity securities that have a readily
determinable fair value and for all debt securities. Debt
securities that the Company has the positive intent and
ability to hold to maturity have been classified as "held to
maturity" and have been reported at amortized cost.
Investment securities that are not classified as "held to
maturity" have been classified as "available for sale" and
are reported at fair value, with unrealized gains and losses,
net of income taxes, charged or credited directly to
stockholder's equity. Initial adoption of this standard
resulted in a net increase of $80.8 (net of taxes) to net
unrealized gains on investment securities in stockholder's
equity.
2. Consumer Finance Receivables
----------------------------
Consumer finance receivables, net of unearned finance charges
of $637.9 and $613.0 at June 30, 1994 and December 31, 1993,
respectively, consisted of the following:
June 30, 1994 December 31, 1993
------------- -----------------
Real estate-secured loans $2,798.3 $2,705.8
Personal loans 2,687.0 2,495.2
Credit cards 697.2 697.1
Sales finance and other 431.7 443.7
-------- --------
Consumer finance receivables 6,614.2 6,341.8
Accrued interest receivable 38.1 41.3
Allowance for credit losses (174.8) (167.5)
------ ------
Net consumer finance receivables
$6,477.5 $6,215.6
======= =======
6
<PAGE>
Notes to Condensed Consolidated Financial Statements
(continued)
3. Debt
----
The Company issues commercial paper directly to investors
and maintains unused credit availability under its bank
lines of credit at least equal to the amount of its
outstanding commercial paper. At June 30, 1994 and December
31, 1993, short-term borrowings consisted of commercial
paper totaling $2,574.3 and $2,206.1, respectively. The
Company may borrow under its revolving credit facility at
various interest rate options and compensates the banks for
the facilities through commitment fees. The Parent and the
Company have agreements with certain banks totaling $800
whereby the Parent, with the consent of the Company, may
assign certain amounts (swing facilities) to the Company for
specific periods of time. At June 30, 1994, $300 of the
swing facility was allocated to the Company.
At June 30, 1994, the Company had committed and available
revolving credit facilities of $2,835, of which $175 expires
in 1994, $1,160 expires in 1995 and $1,500 expires in 1997.
In August 1994 the Parent, CCC and The Travelers Insurance
Company (TIC) obtained commitments from a syndicate of banks
to provide $1,500 of revolving credit, to be allocated to
any of the Parent, CCC or TIC ($1,200 to mature in 1999 and
the balance in 1995). The participation of TIC in this
agreement is limited to $300. The revolving credit facility
is expected to close in the third quarter of 1994, at which
time the Parent will terminate the $800 swing facility and
$100 of lines available to CCC.
4. Related Party Transactions
--------------------------
On December 31, 1993, the Parent acquired the approximately
73% it did not already own of The Travelers Corporation (old
Travelers), by means of a merger of old Travelers into the
Parent. As a result of the merger, the Company's investment
in the common stock of old Travelers, which through that
date had been carried on the equity basis of accounting, was
exchanged for 7.2 million shares of common stock of the
Parent at a ratio of 0.80423 of a share of the Parent common
stock for each share of old Travelers common stock. At
December 31, 1993, the investment was reflected at a
carrying amount of $211.3. During 1994, all of the
Company's shares of the Parent's common stock were exchanged
for 2,655 shares of Convertible Adjustable Rate Series Y
Preferred Stock of the Parent, with a liquidation value of
$100,000 per share, which is redeemable at the option of the
holder at certain times and callable by the Parent at
certain times. The preferred stock had a value equal to the
market value of the common shares at the time the exchange
was agreed upon. Subsequently 550 shares of preferred stock
were distributed to the Parent as a dividend. At June 30,
1994 this investment is reflected at a carrying amount of
$210.5.
To facilitate cash management the Company has entered into
an agreement with the Parent under which the Company or the
Parent may borrow from the other party at any time an amount
up to the greater of $50.0 or 1% of the Company's
consolidated assets. The agreement may be terminated by
either party at any time. The interest rate to be charged
on borrowings outstanding will be equivalent to an
appropriate market rate.
7
<PAGE>
<TABLE> <CAPTION>
Item 2. MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION
and RESULTS of OPERATIONS
Consolidated Results of Operations
Three months ended Six months ended
June 30, June 30,
--------------------- ------------------
(In millions, except per share amounts) 1994 1993 1994 1993
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $392.5 $378.8 $776.8 $768.5
===== ===== ===== =====
Income before cumulative effect of
changes in accounting principles $56.2 $62.7 $108.8 $129.8
==== ==== ===== =====
Net income $56.2 $62.7 $108.8 $124.0
==== ==== ===== =====
</TABLE>
Results of Operations
Commercial Credit's earnings for the six months ended June 30,
1994 include approximately $3.0 million of dividend income from
the equity securities of The Travelers Inc. (Parent) that were
exchanged for the Company's investment in The Travelers
Corporation (old Travelers). Earnings for the six months ended
June 30, 1993 include reported after-tax net investment portfolio
gains of $4.5 million and $13.3 million of equity in the income
of old Travelers (comprised of $11 million of operating earnings
and $2.3 million of realized portfolio gains). Also included in
earnings for the six months ended June 30, 1993 is an after-tax
charge of $3.4 million resulting from the adoption of Statement
of Financial Accounting Standards No. 112 (FAS 112), "Employers'
Accounting for Postemployment Benefits," and an after-tax charge
of $2.4 million resulting from the adoption of Statement of
Financial Accounting Standards No. 106 (FAS 106), "Employers'
Accounting for Postretirement Benefits Other Than Pensions."
Excluding these items, earnings for the six months ended June 30,
1994 decreased by $6.2 million from the 1993 period, reflecting
primarily higher net interest costs in the Corporate segment,
offset in part by higher earnings in the Consumer Finance and
Insurance segments.
The following discussion presents in more detail each segment's
performance.
<TABLE> <CAPTION>
Segment Results for the Three Months Ended June 30, 1994 and 1993
-----------------------------------------------------------------
Consumer Finance Services
Three Months Ended June 30,
----------------------------------------------------
(In millions) 1994 1993
-----------------------------------------------------------------------------------
Revenues Net income Revenues Net income
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Consumer Finance Services $302.5 $54.6 $288.1 $51.0
===================================================================================
</TABLE>
The 7% increase in Consumer Finance net income in the second
quarter of 1994 over the same period last year reflects continued
growth in receivables outstanding to $6.614 billion (before
allowance for losses and accrued interest receivable) at the end
of the period. This represents a 3% increase over March 31, 1994
and was marked particularly by growth in personal loans. During
the second quarter of 1994, a net addition of 28 offices brought
the total to 827 at June 30, 1994. The Company does not currently
anticipate a significant change in number of branch offices during the
remainder of the year.
8
<PAGE>
Charge-offs remained at low levels for the 1994 period -- 2.07%
versus 2.34% in the prior year quarter -- while the 60+ day
delinquencies hit a low of 1.88% versus 2.19%. The average yield
on the portfolio declined to 15.28% from 15.92%, although net
margins rose to 8.62%. The former primarily reflects a shift in
product mix toward more variable rate loans, which have lower
yields, with higher margins reflecting lower funding costs.
<TABLE> <CAPTION>
As of, and for, the
Three Months Ended June 30,
---------------------------
1994 1993
---------------------------
<S> <C> <C>
Allowance for losses as % of
consumer finance receivables 2.64% 2.78%
Charge-off rate 2.07% 2.34%
60 + days past due on a contractual
basis as % of gross consumer
finance receivables at quarter end 1.88% 2.19%
Insurance Services
<CAPTION>
Three Months Ended June 30,
---------------------------------------------------------
(In millions) 1994 1993
-------------------------------------------------------------------------------------------------
Revenues Net income Revenues Net income
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gulf property and casualty $78.0 $ 7.7 $73.4 $8.0
Minority interest - Gulf - (3.8) - (4.0)
Other .5 .5 1.4 (.1)
-------------------------------------------------------------------------------------------------
Total Insurance Services $78.5 $ 4.4 $74.8 $ 3.9
=================================================================================================
</TABLE>
Operating earnings for the 1994 period for Gulf remained about
even with the prior year period, and continue to reflect emphasis
on the higher margin specialty businesses, particularly financial
services. Gulf's combined ratio was 99.3% for the quarter ended
June 30, 1994 versus 94.3% in the quarter last year.
<TABLE> <CAPTION>
Corporate and Other
Three Months Ended June 30,
---------------------------------------------------------
(In millions) 1994 1993
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues Net income Revenues Net income
-------------------------------------------------------------------------------------------------
Corporate and other $(2.8) $ 2.0
Equity in income of Travelers - 5.8
-------------------------------------------------------------------------------------------------
Total Corporate and Other $11.5 $(2.8) $15.9 $7.8
-------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
The decline in Corporate and Other net income for 1994 is
primarily attributable to higher net interest costs in the 1994
period.
Segment Results for the Six Months Ended June 30, 1994 and 1993
---------------------------------------------------------------
The overall operating trends for the six months ended June 30,
1994 and 1993 were substantially the same as those of the second
quarter periods except as noted below.
<TABLE> <CAPTION>
Consumer Finance Services
Six Months Ended June 30,
---------------------------------------------------------
(In millions) 1994 1993
-------------------------------------------------------------------------------------------------
Revenues Net income Revenues Net income
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Consumer Finance Services $601.8 $105.8 $572.2 $99.0
=================================================================================================
</TABLE>
Charge-offs remained at low levels for the 1994 period -- 2.16%
versus 2.48% in the prior year period. The average yield on the
portfolio declined to 15.25% from 15.91%, although net margins
rose to 8.57%. This reflects a shift in product mix toward more
variable rate loans and lower funding costs.
<TABLE> <CAPTION>
Insurance Services
Six Months Ended June 30,
---------------------------------------------------------
(In millions) 1994 1993
-------------------------------------------------------------------------------------------------
Revenues Net income Revenues Net income
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gulf property and casualty* $152.4 $ 15.1 $158.2 $24.5
Minority interest - Gulf - (7.5) - (12.2)
Other 1.1 1.1 2.8 (.5)
-------------------------------------------------------------------------------------------------
Total Insurance Services $153.5 $ 8.7 $161.0 $ 11.8
=================================================================================================
* Net income includes $9.0 of reported investment portfolio gains in 1993.
</TABLE>
Operating earnings for the 1994 period for Gulf remained about
even with the prior year period, and continue to reflect emphasis
on the higher margin specialty businesses, particularly financial
services. Gulf's combined ratio was 98.3% for the six months
ended June 30, 1994 versus 95.3% in the comparable period last
year.
10
<PAGE>
<TABLE> <CAPTION>
Corporate and Other
Six Months Ended June 30,
---------------------------------------------------------
(In millions) 1994 1993
-------------------------------------------------------------------------------------------------
Revenues Net income Revenues Net income
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Corporate and other $(5.7) $ 5.7
Equity in income of Travelers - 13.3
-------------------------------------------------------------------------------------------------
Total Corporate and Other $21.5 $(5.7) $35.3 $19.0
=================================================================================================
</TABLE>
The decline in Corporate and Other net income for 1994 is
primarily attributable to higher net interest costs in the 1994
period.
Liquidity and Capital Resources
The Company issues commercial paper directly to investors and
maintains unused credit availability under committed revolving
credit agreements at least equal to the amount of commercial
paper outstanding. As of June 30, 1994, the Company had unused
credit availability of $2.835 billion. The Company may borrow
under its revolving credit facilities at various interest rate
options and compensates the banks for the facilities through
commitment fees.
The Parent and the Company have agreements with certain banks
totaling $800 million whereby the Parent, with the consent of
the Company, may assign certain amounts (swing facilities) to
the Company for specific periods of time. At June 30, 1994,
$300 million of the swing facility was allocated to the Company.
In August 1994 the Parent, CCC and The Travelers Insurance
Company (TIC) obtained commitments from a syndicate of banks to
provide $1.5 billion of revolving credit, to be allocated to any
of the Parent, CCC or TIC ($1.2 billion to mature in 1999 and the
balance in 1995). The participation of TIC in this agreement is
limited to $300 million. The revolving credit facility is
expected to close in the third quarter of 1994, at which time the
Parent will terminate the $800 million swing facility and $100
million of lines available to CCC.
During July 1994 the Company issued $200 million of 7 7/8% Notes
due July 15, 2004. As of August 10, 1994, the Company had $650
million available for debt offerings under its shelf registration
statement.
The Company is limited by covenants in its revolving credit
agreements as to the amount of dividends and advances that may be
made to the Parent or its affiliated companies. At June 30,
1994, the Company would have been able to remit $152 million to
the Parent under its most restrictive covenants or regulatory
requirements.
Recent Accounting Standards
FAS 114
Statement of Financial Accounting Standards No. 114, "Accounting
by Creditors for Impairment of a Loan," describes how impaired
loans should be measured when determining the amount of a loan
loss accrual. The Statement also amends existing guidance on the
measurement of restructured loans in a troubled debt
restructuring involving a modification of terms. The Company has
not yet determined the impact, if any, this statement will have
on its financial statements. The Statement has an effective date
of January 1, 1995.
11
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
See Exhibit Index.
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed by the Company
during the quarter ended June 30, 1994; however, on July 19,
1994, the Company filed a Current Report on Form 8-K, dated July
13, 1994, reporting under Item 5 thereof the results of its
operations for the three months and six months ended June 30,
1994, and certain other selected financial data and updated
information with respect to certain legal proceedings, and filing
certain exhibits under Item 7 thereof relating to the offer and
sale of the Company's 7 7/8% Notes due July 15, 2004.
12
<PAGE>
EXHIBIT INDEX
Exhibit Filing
Number Description of Exhibit Method
------ ---------------------- ------
4.01.1 Indenture, dated as of December 1, 1986 (the
"Indenture"), between the Company and
Citibank, N.A., relating to the Company's debt
securities, incorporated by reference to
Exhibit 4.01 to the Company's Annual Report on
Form 10-K for the fiscal year ended December
31, 1988 (File No. 1-6594).
4.01.2 First Supplemental Indenture, dated as of June
13, 1990, to the Indenture, incorporated by
reference to Exhibit 1 to the Company's
Current Report on Form 8-K dated June 13, 1990
(File No. 1-6594).
The total amount of securities authorized
pursuant to any other instrument defining
rights of holders of long-term debt of the
Company does not exceed 10% of the total
assets of the Company and its consolidated
subsidiaries. The Company will furnish
copies of any such instrument to the
Securities and Exchange Commission upon
request.
10.01 $1,500,000,000 Three Year Credit Agreement
dated as of February 24, 1994 among the
Company, the Banks party thereto and Morgan
Guaranty Trust Company of New York, as Agent,
incorporated by reference to Exhibit 10.01 to
the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 (File
No. 1-6594)
12.01 Computation of Ratio of Earnings to Fixed Electronic
Charges.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Commercial Credit Company
Date: August 12, 1994 By /s/ William R. Hofmann
------------------------------
William R. Hofmann
Vice President
(Principal Financial Officer)
Date: August 12, 1994 By /s/ Irwin Ettinger
------------------------------
Irwin Ettinger
Senior Vice President
(Chief Accounting Officer)
14
<TABLE> <CAPTION>
Exhibit 12.01
Commercial Credit Company and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(In millions of dollars, except for ratio)
Six months ended June 30,
-----------------------------
1994 1993
---- ----
<S> <C> <C>
Income before income taxes, minority interest and cumulative
effect of changes in accounting principle $179.0 $214.5
Elimination of undistributed equity earnings (.5) (10.7)
Pre-tax minority interest (10.3) (17.5)
Interest 190.3 177.4
Portion of rentals deemed to be interest 5.5 5.9
---- -----
Earnings available for fixed charges $364.0 $369.6
===== =====
Fixed charges
- - -------------
Interest $190.3 $177.4
Portion of rentals deemed to be interest 5.5 5.9
----- -----
Fixed charges $195.8 $183.3
===== =====
Ratio of earnings to fixed charges 1.86x 2.02x
==== ====
</TABLE>
