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 March 31, 1995
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
Travelers Group 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>
Commercial Credit Company and Subsidiaries
TABLE OF CONTENTS
-----------------
Part I - Financial Information
Item 1. Financial Statements: Page No.
--------
Condensed Consolidated Statement of Income (Unaudited) -
Three Months Ended March 31, 1995 and 1994 3
Condensed Consolidated Statement of Financial Position -
March 31, 1995 (Unaudited) and December 31, 1994 4
Condensed Consolidated Statement of Cash Flows (Unaudited) -
Three Months Ended March 31, 1995 and 1994 5
Notes to Condensed Consolidated Financial Statements -
(Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II - Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Exhibit Index 14
Signatures 15
2
<PAGE>
Commercial Credit Company and Subsidiaries
Condensed Consolidated Statement of Income (Unaudited)
(In millions of dollars)
Three months ended March 31, 1995 1994
----------------------------------------------------------------------
Revenues
Finance related interest and other charges $270.9 $245.6
Insurance premiums 31.1 90.4
Net investment income 12.2 17.5
Other income 19.0 30.8
----------------------------------------------------------------------
Total revenues 333.2 384.3
----------------------------------------------------------------------
Expenses
Interest 113.4 93.2
Policyholder benefits and claims 11.8 55.7
Insurance underwriting, acquisition and operating 6.3 23.9
Non-insurance compensation and benefits 49.4 46.2
Provision for credit losses 39.6 38.8
Other operating 39.4 39.3
----------------------------------------------------------------------
Total expenses 259.9 297.1
----------------------------------------------------------------------
Income before income taxes and minority interest 73.3 87.2
Provision for income taxes 26.2 30.9
----------------------------------------------------------------------
Income before minority interest 47.1 56.3
Minority interest, net of income taxes - (3.7)
----------------------------------------------------------------------
Net income $ 47.1 $52.6
======================================================================
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
<TABLE><CAPTION>
Commercial Credit Company and Subsidiaries
Condensed Consolidated Statement of Financial Position
(In millions of dollars, except per share amounts)
March 31, 1995 December 31, 1994
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets (Unaudited)
Cash and cash equivalents $ 8.1 $ 23.6
Investments:
Fixed maturities:
Available for sale, at market value (cost - $744.8 and $713.6) 722.2 673.4
Equity securities, at market value (cost - $24.1 and $20.7) 24.1 19.6
Mortgage loans 177.3 173.0
Short-term and other 36.0 36.6
- -----------------------------------------------------------------------------------------------------
Total investments 959.6 902.6
- -----------------------------------------------------------------------------------------------------
Consumer finance receivables 7,008.4 6,927.7
Allowance for losses (184.2) (181.9)
- -----------------------------------------------------------------------------------------------------
Net consumer finance receivables 6,824.2 6,745.8
Other receivables 176.8 216.4
Deferred policy acquisition costs 20.6 18.3
Cost of acquired businesses in excess of net assets 101.2 102.1
Other assets 252.3 218.0
- -----------------------------------------------------------------------------------------------------
Total assets $8,342.8 $8,226.8
=====================================================================================================
Liabilities
Certificates of deposit $ 82.8 $ 73.5
Short-term borrowings 1,827.5 2,304.6
Long-term debt 4,510.0 4,010.0
- -----------------------------------------------------------------------------------------------------
Total debt 6,420.3 6,388.1
Insurance policy and claims reserves 387.0 386.5
Accounts payable and other liabilities 395.4 339.8
- -----------------------------------------------------------------------------------------------------
Total liabilities 7,202.7 7,114.4
- -----------------------------------------------------------------------------------------------------
Stockholder's equity
Common stock ($.01 par value; authorized shares: 1,000; share issued: 1) - -
Additional paid-in-capital 163.5 163.5
Retained earnings 991.6 974.5
Unrealized gain (loss) on investments (14.7) (25.3)
Cumulative translation adjustments (.3) (.3)
- -----------------------------------------------------------------------------------------------------
Total stockholder's equity 1,140.1 1,112.4
- -----------------------------------------------------------------------------------------------------
Total liabilities and stockholder's equity $8,342.8 $8,226.8
=====================================================================================================
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)
Three months ended March 31, 1995 1994
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows From Operating Activities
Income before income taxes and minority interest $ 73.3 $ 87.2
Adjustments to reconcile income before income taxes and minority interest to
net cash provided by (used in) operating activities:
Amortization of deferred policy acquisition costs and value of insurance in force 1.4 12.8
Additions to deferred policy acquisition costs (3.6) (14.2)
Provision for credit losses 39.6 38.8
Changes in:
Insurance policy and claims reserves .6 9.9
Other, net 50.3 (27.4)
-----------------------------------------------------------------------------------------------------------------
Net cash provided by operations 161.6 107.1
Income taxes refunded (paid) 5.6 (8.6)
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 167.2 98.5
- ------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
Net change in credit card receivables 11.8 9.1
Loans originated or purchased (658.6) (684.0)
Loans repaid or sold 511.4 523.6
Purchases of investments (102.7) (299.7)
Proceeds from sales of investments 47.5 238.9
Proceeds from maturities of investments 1.6 123.7
Other, net 4.0 (8.6)
- ------------------------------------------------------------------------------------------------------------------
Net cash (used in) investing activities (185.0) (97.0)
- ------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
Dividends paid (30.0) (50.0)
Issuance of long-term debt 600.0 -
Payments of long-term debt (100.0) (243.8)
Net change in short-term borrowings (477.1) 276.7
Net change in certificates of deposit 9.4 6.2
- ------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 2.3 (10.9)
- ------------------------------------------------------------------------------------------------------------------
Change in cash and cash equivalents (15.5) (9.4)
Cash and cash equivalents at beginning of period 23.6 25.6
- ------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 8.1 $ 16.2
==================================================================================================================
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ 99.8 $ 89.1
==================================================================================================================
See Notes to Condensed Consolidated Financial Statements.
5
</TABLE>
<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 Travelers Group Inc. (the Parent). The
condensed consolidated financial statements include the
accounts of the Company and its subsidiaries.
On December 30, 1994 the Company sold its remaining 50%
interest in Commercial Insurance Resources, Inc., the parent
of Gulf Insurance Company (Gulf), to an affiliate, The
Travelers Indemnity Company, for $150 in cash and accordingly
results of operations for 1995 do not include Gulf's results.
The exclusion of Gulf's operations from first quarter 1995
results of operations has resulted in a decline compared to
the 1994 period in insurance-related revenues and expenses. The
remaining insurance-related revenues and expenses represent the
credit insurance activities of the Company's other insurance
subsidiaries, the operations of which are reflected in the
Consumer Finance segment.
The accompanying condensed consolidated financial statements
as of March 31, 1995 and for the three-month period ended
March 31, 1995 and 1994 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, 1994.
Certain financial information that is normally included in
annual financial statements prepared in accordance with
generally accepted accounting principles but is not required
for interim reporting purposes has been condensed or omitted.
FAS 114 and FAS 118. Effective January 1, 1995 the Company
adopted Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan," and
Statement of Financial Accounting Standards No. 118,
"Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures," which describe how impaired
loans should be measured when determining the amount of a
loan loss accrual. These Statements amended existing
guidance on the measurement of restructured loans in a
troubled debt restructuring involving a modification of
terms. These Statements do not apply to large groups of
smaller-balance homogeneous loans that are collectively
evaluated for impairment such as the Company's portfolio of
consumer finance receivables, and their adoption did not have a
material impact on the Company's financial condition, results
of operations or liquidity.
6
<PAGE>
Notes to Condensed Consolidated Financial Statements (continued)
2. Consumer Finance Receivables
----------------------------
Consumer finance receivables, net of unearned finance charges of $681.5 and
$673.7 at March 31, 1995 and December 31, 1994, respectively, consisted of
the following:
March 31, 1995 December 31, 1994
-------------- -----------------
Real estate-secured loans $2,888.0 $2,844.7
Personal loans 2,934.6 2,874.7
Credit cards 696.8 712.5
Sales finance and other 450.0 453.5
-------- --------
Consumer finance receivables 6,969.4 6,885.4
Accrued interest receivable 39.0 42.3
Allowance for credit losses (184.2) (181.9)
------- -------
Net consumer finance receivables
$6,824.2 $6,745.8
======= =======
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 March 31, 1995 and
December 31, 1994, short-term borrowings consisted of commercial paper
totaling $1,827.5 and $2,304.6, 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, the Company and The Travelers Insurance Company (TIC) have an
agreement with a syndicate of banks to provide $1,500 of revolving credit,
to be allocated to any of the Parent, the Company or TIC. The revolving
credit facility consists of a 364-day revolving credit facility in the
amount of $300 and a five-year revolving credit facility in the amount of
$1,200. At March 31, 1995, $650 was allocated to the Company.
At March 31, 1995, the Company had committed and available revolving credit
facilities on a stand-alone basis of $2,360, of which $600 expires in 1995
and $1,760 expires in 1999.
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 March 31, 1995, the Company would have been
able to remit $275.7 to the Parent under its most restrictive covenants.
The Company completed the following long-term debt offerings in 1995 and,
as of May 1, 1995, had $550 available for debt offerings under its shelf
registration statement:
- 7 7/8% Notes due February 1, 2025 . . . . . . . . . . . $200
- 7 3/4% Notes due March 1, 2005 . . . . . . . . . . . . $200
- 7 3/8% Notes due March 15, 2002 . . . . . . . . . . . . $200
- 7 3/8% Notes due April 15, 2005 . . . . . . . . . . . . $200
7
<PAGE>
Notes to Condensed Consolidated Financial Statements (continued)
4. Related Party Transactions
--------------------------
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 up to a maximum of $100.0. 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.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION and ANALYSIS of FINANCIAL CONDITION
and RESULTS of OPERATIONS
Consolidated Results of Operations
Three months ended March 31,
--------------------------------
(In millions) 1995 1994
- -----------------------------------------------------------------------------
Revenues $333.2 $384.3
===== =====
Net income $ 47.1 $ 52.6
===== =====
Results of Operations
On December 30, 1994 Commercial Credit Company (the "Company") sold its
remaining 50% interest in Commercial Insurance Resources, Inc., the parent of
Gulf Insurance Company (Gulf), to an affiliate, The Travelers Indemnity Company,
for $150 million in cash and accordingly results of operations for 1995 do not
include Gulf's results. The exclusion of Gulf's operations from first quarter
1995 results of operations has resulted in a decline compared to the 1994 period
in insurance-related revenues and expenses. The remaining insurance-related
revenues and expenses represent the credit insurance activities of the Company's
other insurance subsidiaries, the operations of which are reflected in the
Consumer Finance segment.
The net income of the Company for the quarter ended March 31, 1995 was $47.1
million compared to $52.6 million in the corresponding 1994 period. Income
before income taxes and minority interest for the quarter ended March 31, 1995
was $73.3 million compared to $87.2 million in the corresponding 1994 period.
Revenues for the quarter ended March 31, 1995 were $333.2 million compared to
$384.3 million in the corresponding 1994 period, reflecting the sale referred
to above.
The following discussion presents in more detail each segment's performance.
Segment Results for the Three Months Ended March 31, 1995 and 1994
------------------------------------------------------------------
Consumer Finance Services
Three Months Ended March 31,
----------------------------------
(In millions) 1995 1994
-----------------------------------------------------------------------------
Revenues Net income Revenues Net income
-----------------------------------------------------------------------------
Consumer Finance Services $323.3 $55.5 $299.3 $51.2
=============================================================================
The 8% increase in Consumer Finance net income in the first quarter of 1995 over
the same period last year reflects continued growth in receivables outstanding
and an improvement in net interest margins for the segment. Receivables
outstanding (before allowance for losses and accrued interest receivable)
totaled $6.969 billion at the end of the first quarter of 1995 reflecting an 8%
increase over March 31, 1994. During the first quarter of 1995, $84 million in
net receivables were added, representing the second year of growth in the first
quarter, which is typically characterized by modest net liquidations.
9
<PAGE>
The average yield on the portfolio was up 21 basis points from a year ago, to
15.43%. Net interest margin increased 14 basis points to 8.65%, reflecting the
higher yield offset somewhat by a higher cost of funds to the segment.
The charge-off rate for the quarter was 2.16%, down from 2.26% in the comparable
1994 period, but up somewhat -- as expected -- from 2.08% in the last quarter of
1994. 60+ day delinquencies remained low at 1.83% versus 2.00% in the
comparable 1994 period and 1.88% in the last quarter of 1994.
During the first quarter of 1995, the number of branches increased by 44,
out of approximately 50 planned for the year, bringing the total number
of offices to 872 at quarter end.
As of, and for, the
Three Months Ended March 31,
--------------------------------
1995 1994
--------------------------------
Allowance for losses as % of
consumer finance receivables 2.64% 2.64%
Charge-off rate 2.16% 2.26%
60 + days past due on a contractual
basis as % of gross consumer
finance receivables at quarter end 1.83% 2.00%
Insurance Services
Three Months Ended March 31,
------------------------------------------
(In millions) 1995 1994
- -------------------------------------------------------------------------------
Revenues Net income Revenues Net income
- -------------------------------------------------------------------------------
Gulf $ - $ - $74.4 $7.4
Minority interest - Gulf - - - (3.7)
- -------------------------------------------------------------------------------
Total Insurance Services $ - $ - $74.4 $ 3.7
===============================================================================
As previously described, on December 30, 1994 the Company sold its remaining 50%
interest in Commercial Insurance Resources, Inc., the parent of Gulf, to an
affiliate, The Travelers Indemnity Company, for $150 million in cash and
accordingly results of operations for 1995 do not include Gulf's results.
10
<PAGE>
Corporate and Other
Three Months Ended March 31 ,
-------------------------------------------
(In millions) 1995 1994
- -----------------------------------------------------------------------------
Revenues Net income Revenues Net income
(expense) (expense)
- -----------------------------------------------------------------------------
Corporate and other $9.9 $(8.4) $10.6 $(2.3)
=============================================================================
The increase in Corporate and Other net expense for the first quarter of 1995
compared to the first quarter of 1994 is primarily attributable to increases in
interest costs borne at the corporate level.
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. 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, the Company and The Travelers Insurance Company (TIC) have an
agreement with a syndicate of banks to provide $1.5 billion of revolving credit,
to be allocated to any of the Parent, the Company or TIC. The revolving credit
facility consists of a 364-day revolving credit facility in the amount of $300
million and a five-year revolving credit facility in the amount of $1.2 billion.
At March 31, 1995, $650 million was allocated to the Company. In addition, at
March 31, 1995, the Company had committed and available revolving credit
facilities on a stand-alone basis of $2.360 billion, of which $600 million
expires in 1995 and $1.760 billion expires in 1999.
As of March 31, 1995, the Company had unused credit availability of $3.010
billion consisting of $2.280 billion under five-year revolving credit
facilities and $730 million under 364-day revolving credit facilities.
The Company completed the following long-term debt offerings in 1995 and, as of
May 1, 1995, had $550 million available for debt offerings under its shelf
registration statement:
- 7 7/8% Notes due February 1, 2025. . . . . . . . . . $200 million
- 7 3/4% Notes due March 1, 2005 . . . . . . . . . . . $200 million
- 7 3/8% Notes due March 15, 2002. . . . . . . . . . . $200 million
- 7 3/8% Notes due April 15, 2005. . . . . . . . . . . $200 million
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 March 31, 1995, the Company would have been able to
remit $275.7 million to the Parent under its most restrictive covenants.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Recently, a number of actions have been filed in the Circuit
Court of Alabama, mostly in Barbour County, against certain
subsidiaries of the Company. The plaintiffs in these cases are
individual borrowers who allege that they have been misled or induced
to refinance existing loans instead of receiving a new extension of
credit. The suits generally allege that the refinanced loans carried
excessive and/or unnecessary fees and charges that were not fully
disclosed to the borrower, and in some cases that borrowers were
improperly required to purchase credit insurance products. The first
of these lawsuits was commenced in October 1994, and from March
through April 1995, 27 additional borrowers have sued on similar
theories. The plaintiffs seek unspecified compensatory and punitive
damages. The Company believes it has meritorious defenses to these
actions and intends to defend vigorously the allegations.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
See Exhibit Index.
(b) Reports on Form 8-K:
On January 18, 1995, the Company filed a Current Report
on Form 8-K, dated January 17, 1995, reporting under Item 5
thereof the results of its operations for the three months and
twelve months ended December 31, 1994, and certain other selected
financial data.
On January 20, 1995, the Company filed a Current Report
on Form 8-K, dated January 18, 1995, filing certain exhibits
under Item 7 thereof relating to the Company's medium-term note
program.
On February 7, 1995, the Company filed a Current Report
on Form 8-K, dated February 3, 1995, filing certain exhibits
under Item 7 thereof relating to the offer and sale of the
Company's 7 7/8% Notes due February 1, 2025.
On February 27, 1995, the Company filed a Current Report
on Form 8-K, dated February 23, 1995, filing certain exhibits
under Item 7 thereof relating to the offer and sale of the
Company's 7 3/4% Notes due March 1, 2005.
On March 16, 1995, the Company filed a Current Report on
Form 8-K, dated March 14, 1995, filing certain exhibits under
Item 7 thereof relating to the offer and sale of the Company's
7 3/8% Notes due March 15, 2002.
No other reports on Form 8-K have been filed by the
Company during the quarter ended March 31, 1995; however, on
April 17, 1995, the Company filed a Current Report on Form 8-K,
12
<PAGE>
dated April 17, 1995, reporting under Item 5 thereof the results
of its operations for the three months ended March 31, 1995, and
certain other selected financial data, and on April 19, 1995, the
Company filed a Current Report on Form 8-K, dated April 17, 1995,
filing certain exhibits under Item 7 thereof relating to the
offer and sale of the Company's 7 3/8% Notes due April 15, 2005.
13
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Filing
Number Description of Exhibit Method
- ------- ---------------------- ------
3.01 Restated Certificate of Incorporation of Commercial
Credit Company (the "Company"), included in Certificate
of Merger of CCC Merger Company into the Company;
Certificate of Ownership and Merger merging CCCH
Acquisition Corporation into the Company; and Certificate
of Ownership and Merger merging RDI Service Corporation
into the Company, incorporated by reference to Exhibit
3.01 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992 (File No. 1-6594).
3.02 By-laws of the Company, as amended May 14, 1990,
incorporated by reference to Exhibit 3.02.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990 (File No. 1-6594).
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 $1,760,000,000 Five Year Credit Agreement dated as of
December 16, 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, 1994 (File No. 1-6594).
12.01 Computation of Ratio of Earnings to Fixed Charges. Electronic
27.01 Financial Data Schedule. Electronic
14
<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: May 5, 1995 By /s/ William R. Hofmann
-----------------------------
William R. Hofmann
Vice President
(Principal Financial Officer)
Date: May 5, 1995 By /s/ Irwin Ettinger
---------------------------------------
Irwin Ettinger
Senior Vice President
(Chief Accounting Officer)
15
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Filing
Number Description of Exhibit Method
- ------- ---------------------- ------
3.01 Restated Certificate of Incorporation of Commercial
Credit Company (the "Company"), included in Certificate
of Merger of CCC Merger Company into the Company;
Certificate of Ownership and Merger merging CCCH
Acquisition Corporation into the Company; and Certificate
of Ownership and Merger merging RDI Service Corporation
into the Company, incorporated by reference to Exhibit
3.01 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992 (File No. 1-6594).
3.02 By-laws of the Company, as amended May 14, 1990,
incorporated by reference to Exhibit 3.02.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990 (File No. 1-6594).
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 $1,760,000,000 Five Year Credit Agreement dated as of
December 16, 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, 1994 (File No. 1-6594).
12.01 Computation of Ratio of Earnings to Fixed Charges. Electronic
27.01 Financial Data Schedule. Electronic
Exhibit 12.01
Commercial Credit Company and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(In millions of dollars, except for ratio)
Three months ended March 31,
--------------------------------
1995 1994
---- ----
Income before income taxes minority interest $73.3 $87.2
Elimination of undistributed equity earnings (0.3) (0.1)
Pre-tax minority interest - (5.1)
Interest 113.4 93.2
Portion of rentals deemed to be interest 2.3 2.3
----- -----
Earnings available for fixed charges $188.7 $177.5
===== =====
Fixed charges
- -------------
Interest $113.4 $ 93.2
Portion of rentals deemed to be interest 2.3 2.3
----- -----
Fixed charges $115.7 $ 95.5
===== =====
Ratio of earnings to fixed charges 1.63x 1.86x
==== ====
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCH 31, 1995 FINANCIAL STATEMENTS OF COMMERCIAL CREDIT COMPANY AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 8,100,000
<SECURITIES> 959,600,000<F1>
<RECEIVABLES> 7,001,000,000<F2>
<ALLOWANCES> (184,200,000)
<INVENTORY> 0<F3>
<CURRENT-ASSETS> 0<F3>
<PP&E> 0<F3>
<DEPRECIATION> 0<F3>
<TOTAL-ASSETS> 8,342,800,000
<CURRENT-LIABILITIES> 0<F3>
<BONDS> 6,420,300,000<F4>
<COMMON> 0
0<F3>
0
<OTHER-SE> 1,140,100,000<F5>
<TOTAL-LIABILITY-AND-EQUITY> 8,342,800,000
<SALES> 0<F3>
<TOTAL-REVENUES> 333,200,000
<CGS> 0<F3>
<TOTAL-COSTS> 259,900,000
<OTHER-EXPENSES> 0<F3>
<LOSS-PROVISION> 39,600,000<F6>
<INTEREST-EXPENSE> 113,400,000<F6>
<INCOME-PRETAX> 73,300,000
<INCOME-TAX> 26,200,000
<INCOME-CONTINUING> 47,100,000
<DISCONTINUED> 0<F3>
<EXTRAORDINARY> 0<F3>
<CHANGES> 0<F3>
<NET-INCOME> 47,100,000
<EPS-PRIMARY> 0<F3>
<EPS-DILUTED> 0<F3>
<FN>
<F1>Includes the following items from the financial statements: total
investments $959,600,000.
<F2>Includes the following items from the financial statements: consumer
finance receivables $6,824,200,000 and other receivables $176,800,000
<F3>Items which are inapplicable relative to the underlying financial statements
are indicated with a zero as required.
<F4>Includes the following items from the financial statements: certificates of
deposit $82,800,000; short-term borrowings $1,827,500,000 and long-term debt
$4,510,000,000.
<F5>Includes the following items from the financial statements: additional
paid-in capital $163,500,000; retained earnings $991,600,000; unrealized gain
(loss) on investments ($14,700,000); and cumulative translation adjustment
($300,000).
<F6>Included in total costs and expenses applicable to sales and revenue.
</FN>
</TABLE>
