Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Financial Statements:
Year-to-Date Unaudited Consolidated Statements of Income for the Three-Month
Period ended March 31, 1996 and March 31, 1995:
(In Thousand of Dollars
Except Share and Per Share Data)
<TABLE>
<S> <C> <C>
1996 1995
Revenues $161,563 $148,649
Costs and Expenses:
Cost of services provided, less reimbursed expenses
of $7,784 in 1996 and $8,378 in 1995 116,804 106,683
Selling, general and administrative expense 27,281 26,082
Total costs and expenses 144,085 132,765
Income Before Income Taxes 17,478 15,884
Provision for Income Taxes 7,047 6,406
Net Income $10,431 $9,478
Earnings Per Share $0.30 $0.27
Weighted Average Shares Outstanding 34,310,476 34,930,601
Declared Dividends Per Share - Class A Common $0.150 $0.145
Declared Dividends Per Share - Class B Common $0.145 $0.135
</TABLE>
(See accompanying notes to condensed financial statements)
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 3
Consolidated Balance Sheets as of March 31, 1996 and December 31, 1995:
(In Thousands of Dollars)
<TABLE>
<S> <C> <C>
(Unaudited)
March 31 December 31
1996 1995
ASSETS
Current Assets:
Cash and cash equivalents $50,841 $40,802
Short-term investments, at fair value 3,384 5,596
Accounts receivable, less allowance for doubtful
accounts of $10,344 in 1996 and $10,303 in 1995 111,755 111,636
Unbilled revenues, at estimated billable amounts 64,898 60,486
Prepaid income taxes 9,331 6,115
Prepaid expenses and other current assets 11,338 9,745
Total current assets 251,547 234,380
Property and Equipment:
Property and equipment, at cost: 122,794 121,307
Less accumulated depreciation and amortization (87,582) (84,859)
Net property and equipment 35,212 36,448
Other Assets:
Intangible assets arising from acquisitions, less
accumulated amortization of $8,050 in 1996
and $7,596 in 1995 54,776 55,731
Prepaid pension obligation 35,408 34,243
Other 9,221 6,181
Total other assets 99,405 96,155
TOTAL ASSETS $386,164 $366,983
</TABLE>
(See accompanying notes to condensed financial statements)
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 4
Consolidated Balance Sheets - (Continued)
(In Thousands of Dollars)
<TABLE>
<S> <C> <C>
(Unaudited)
March 31 December 31
1996 1995
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities:
Short-term borrowings $10,300 $10,154
Accounts payable 13,211 12,366
Accrued compensation and related costs 34,825 26,764
Other accrued liabilities 40,278 29,394
Deferred revenues 15,319 15,504
Current installments of long-term debt 805 872
Total current liabilities 114,738 95,054
Noncurrent Liabilities:
Long-term debt, less current installments 8,900 9,412
Deferred income taxes 15,107 14,854
Deferred revenues 11,010 10,498
Postretirement medical benefit obligation 8,103 7,938
Self-insured risks 7,775 7,347
Other 1,401 1,020
Total noncurrent liabilities 52,296 51,069
Shareholders' Investment:
Class A Common Stock, $1.00 par value; 50,000,000
shares authorized; 16,864,180 and 17,229,986
shares issued in 1996 and 1995, respectively 16,864 17,230
Class B Common Stock, $1.00 par value; 50,000,000
shares authorized; 17,282,930 and 17,297,730
shares issued in 1996 and 1995, respectively 17,283 17,298
Retained earnings 188,683 189,294
Cumulative translation adjustment (3,700) (2,962)
Total shareholders' investment 219,130 220,860
TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $386,164 $366,983
</TABLE>
(See accompanying notes to condensed financial statements)
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 5
Unaudited Consolidated Statements of Cash Flows for the Three-Month Periods
Ended March 31, 1996 and March 31, 1995:
(In Thousands of Dollars)
<TABLE>
<S> <C> <C>
1996 1995
Cash Flows From Operating Activities:
Net income $10,431 $9,478
Reconciliation of net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,163 4,090
Deferred income taxes 2,547 4,037
Loss on sales of property and equipment 42 147
Changes in operating assets and liabilities:
Short-term investments 2,212 2,887
Accounts receivable, net (727) 1,722
Unbilled revenues (4,522) (651)
Prepaid or accrued income taxes 3,477 1,342
Accounts payable and accrued liabilities 12,232 (9,190)
Deferred revenues 328 837
Prepaid expenses and other assets (7,099) (16,245)
Net cash provided by (used in) operating activities 23,084 (1,546)
Cash Flows From Investing Activities:
Acquisitions of property and equipment (2,148) (3,451)
Proceeds from sales of property and equipment 23 21
Net cash used in investing activities (2,125) (3,430)
Cash Flows From Financing Activities:
Dividends paid (5,085) (4,895)
Repurchase of common stock (6,644) (3,512)
Issuance of common stock 306 311
Increase (decrease) in short-term borrowings 483 (1,728)
Increase in long-term debt 102 539
Net cash used in financing activities (10,838) (9,285)
Effect of exchange rate changes on cash and cash
equivalents (82) (27)
Increase (decrease) in cash and cash equivalents 10,039 (14,288)
Cash and cash equivalents at beginning of period 40,802 38,968
Cash and cash equivalents at end of period $50,841 $24,680
Cash payments for income taxes $1,569 $810
</TABLE>
(See accompanying notes to condensed financial statements)
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 6
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. The condensed financial statements included herein have been prepared
by the Registrant, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. These condensed financial statements
should be read in conjunction with the financial statements and related notes
contained in the Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1995.
In the opinion of management, the condensed financial statements included
herein contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial position of the Registrant as of
March 31, 1996, and the results of its operations and cash flows for the
three-month period then ended.
2. The results of operations for the three-month period ended March 31,
1996, are not necessarily indicative of the results to be expected during the
balance of the year ending December 31, 1996.
3. Net income per share is computed by dividing net income by the weighted
average number of shares outstanding during the respective periods. The
effect of common stock equivalents was less than 3% dilutive in both 1996 and
1995 and, therefore, the effect on primary earnings per share has not been
shown.
4. The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents for purposes of the
Statements of Cash Flows.
5. Certain reclassifications of prior year amounts have been made in the
accompanying balance sheets to conform to the current year presentation. In
addition, costs associated with the Company's distributed branch computer
network totaling $5.7 million in both 1996 and 1995, were reclassified from
selling, general and administrative expenses to costs of services provided
in the accompanying statements of income.
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 7
PART 1 - FINANCIAL INFORMATION - (Continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Financial Condition
At March 31, 1996, current assets exceeded current liabilities by approximately
$136.8 million, a decrease of $2.5 million from the working capital balance
at December 31, 1995. Cash and cash equivalents at March 31, 1996 totaled
$50.8 million, increasing $10.0 million from the balance at the end of 1995.
Short-term investments totaled $3.4 million at March 31, 1996, decreasing
from $5.6 million at December 31, 1995. During the quarter, cash was generated
primarily from operating activities, while the principal uses of cash were
for repurchases of common stock, dividends paid to shareholders and
acquisitions of property and equipment. At March 31, 1996, the ratio of
current assets to current liabilities was 2.2 to 1 compared with 2.5 to 1 at
the end of 1995.
During the first quarter of 1996, the Company completed its 1994 share
repurchase program and, under that program, has reacquired 1,165,900 shares
of its Class A Common Stock and 836,500 shares of its Class B Common Stock
at an average cost of $15.76 and $15.65 per share, respectively. Additionally,
during March of 1996, the Company announced a second share repurchase program
to acquire up to an aggregate of 2,000,000 shares of its Class A or Class B
Common Stock through open market purchases. Through March 31, 1996, the
Company has reacquired 109,200 shares of its Class A Common Stock at an
average cost of $15.36.
The Company maintains credit lines with banks in order to meet seasonal working
capital requirements of its foreign subsidiaries or other financing needs that
may arise. Short-term borrowings outstanding as of March 31, 1996, totaled
$10.3 million, as compared to $10.2 million at the end of 1995. The Company
believes that its current financial resources, together with funds generated
from operations and existing and potential long-term borrowing capabilities,
will be sufficient to maintain its current operations.
The Company does not engage in any hedging activities to compensate for the
effect of exchange rate fluctuations on the operating results of its foreign
subsidiaries. Foreign currency denominated debt is maintained primarily to
hedge the currency exposure of its net investment in foreign operations.
Shareholders' investment at March 31, 1996 was $219.1 million, compared with
$220.9 million at the end of 1995. Long-term debt totaled $8.9 million at
March 31, 1996, or approximately 4.1% of shareholders' investment.
Results of Operations
For the first three months of 1996, revenues were $161.6 million, increasing
8.7% from the $148.6 million for the same period in 1995. Unit volume,
measured principally by chargeable hours, increased 7.5% during the quarter.
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 8
Results of Operations - (Continued)
This increase was complemented by changes in the mix of services and in the
rates charged for those services, the combined effects of which increased
revenues by approximately 1.2%.
The percentage of revenue derived from each of the Company's principal service
categories is shown in the following schedule:
Three-Month Period
Ended March 31
1996 1995
Domestic Claims Services (including Risk
Management Services) 73.3% 72.7%
Domestic Disability Management Services 14.0 16.6
International Operations 12.7 10.7
100.0% 100.0%
Domestic revenues from claims services to insurance companies and risk
management services to self-insured clients totaled $118.3 million for the
first quarter of 1996, increasing 9.5% over the $108.0 million reported in
1995. This growth was largely due to an increase in weather-related claims
resulting from the harsh winter in the United States during the first quarter,
offsetting continued weakness in the self-insured corporate market. Revenues
from services provided to an insurance holding company and its subsidiaries
continued to decline, from 12% of total revenues in 1995 to 10% in 1996.
However, this decline has been offset by services provided to other major
insurers and self-insured entities who have outsourced their claims services
to the Company. Revenues produced by the Company's catastrophe adjusters
were $8.4 million, increasing $2.1 million from the first quarter of 1995.
This increase also reflects the impact of winter storm related losses, as
well as the completion of Hurricane Opal property claims.
Domestic revenues from disability management services, which serves both the
insurance company and self-insured markets, totaled $22.7 million, a decrease
of 8.3% from first quarter of 1995 revenues of $24.7 million. This decline
reflects continued strong competition in the self-insured corporate market.
Revenues from the Company's international operations increased to $20.6
million for the first quarter of 1996, from $15.9 million for the same period
in 1995. This increase is primarily due to an increase in claims volume from
the harsh winter experienced in the United Kingdom and the completion of
Hurricanes Luis and Marilyn property claims in the Caribbean.
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 9
Results of Operations - (Continued)
The Company's most significant expense is the compensation of its employees,
including related payroll taxes and fringe benefits. Such expense approximated
64.9% of revenues in the first quarter of 1996, compared to 63.2% for the
first three months of 1995. This increase resulted primarily from higher
incentive compensation expense, which is based on growth in earnings.
Expenses other than compensation and related payroll taxes and fringe benefits
approximated 24.2% of revenues for the first three months of 1996, compared to
26.1% of revenues for the same period in 1995. As a result of the Company's
cost control efforts, such expenses increased less than 1% over the 1995
related costs, declining as a percentage of revenues due to an 8.7% increase
in revenues in the first quarter of 1996.
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 10
Review by Independent Public Accountants.
Arthur Andersen LLP, independent public accountants, has performed a review
of the interim financial information contained herein in accordance with
established professional standards and procedures for such a review and has
issued its report with respect thereto (see page 11).
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 11
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and
Board of Directors of
Crawford & Company:
We have made a review the accompanying condensed consolidated balance sheet of
CRAWFORD & COMPANY (a Georgia corporation) AND SUBSIDIARIES as of March 31,
1996 and the related condensed consolidated statements of income and cash flows
for the three-month periods ended March 31, 1996 and 1995. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of obtaining an understanding of
the system for the preparation of interim financial information, applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less
in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Crawford & Company and
subsidiaries as of December 31, 1995, and the related consolidated statements
of income, shareholders' investment and cashflows for the year then ended
(not presented separately herein), and in our report dated January 30, 1996,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 1995 is fairly stated, in all material
respects in relation to the consolidated balance sheet from which it has
been derived.
/s/Arthur Andersen LLP
Atlanta, Georgia
May 10, 1996
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1 Crawford & Company 1996 Incentive Compensation Plan*
15.1 Letter from Arthur Andersen LLP
27.1 Financial Data Schedule
* Management contract or compensatory plan required to be
filed as an exhibit pursuant to Item 601 of Regulation S-K.
(b) Reports on Form 8-K
Registrant filed no reports on Form 8-K during the period
covered by this report.
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 13
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.
Crawford & Company
(Registrant)
Date: May 10, 1996 /s/D. A. Smith
D. A. Smith
Chairman of the Board and
Chief Executive Officer
Date: May 10, 1996 /s/D. R. Chapman
D. R. Chapman
Executive Vice President - Finance
(Principal Financial Officer)
Date: May 10, 1996 /s/J. F. Giblin
J. F. Giblin
Vice President and Controller
(Principal Accounting Officer)
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 14
INDEX TO EXHIBITS
Exhibit No. Description Sequential Page No.
10.1 Crawford & Company 1996 Incentive 15 - 18
Compensation Plan
15.1 Letter from Arthur Andersen LLP 19
27.1 Financial Data Schedule (for SEC use only)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000025475
<NAME> CRAWFORD & COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 50841
<SECURITIES> 3384
<RECEIVABLES> 176653
<ALLOWANCES> 10344
<INVENTORY> 0
<CURRENT-ASSETS> 251547
<PP&E> 122794
<DEPRECIATION> 87582
<TOTAL-ASSETS> 386164
<CURRENT-LIABILITIES> 114738
<BONDS> 8900
0
0
<COMMON> 34147
<OTHER-SE> 184983
<TOTAL-LIABILITY-AND-EQUITY> 386164
<SALES> 0
<TOTAL-REVENUES> 161563
<CGS> 0
<TOTAL-COSTS> 116804
<OTHER-EXPENSES> 27281
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17478
<INCOME-TAX> 7047
<INCOME-CONTINUING> 10431
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10431
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0
</TABLE>
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 15
Exhibit 10.1
CRAWFORD & COMPANY
1996 INCENTIVE COMPENSATION PLAN
Crawford & Company hereby establishes the Crawford & Company 1996 Incentive
Compensation Plan, effective as of January 1, 1996, to provide to the officers
and key employees of Crawford & Company additional cash incentive compensation
which is tied to the attainment of targeted increases in adjusted revenues and
adjusted pre-tax income of Crawford & Company on a consolidated basis.
I. Definitions
The capitalized terms used in the Plan shall have the following meanings:
1.1 Actual Earnings shall mean the reported Earnings of the Company for the
period with respect to which the Incentive Compensation Pool is
determined.
1.2 Actual Earnings Percentage shall mean the percentage computed by
multiplying (i) the Target Earnings Percentage by (ii) a fraction
(which may not be larger than one) the numerator of which is Covered
Earnings and the denominator of which is the difference between (A) the
Target Earnings and (B) the Threshold Earnings.
1.3 Actual Revenues shall mean the reported Revenues of the Company for
the period with respect to which the Incentive Compensation Pool is
determined.
1.4 Chief Executive Officer shall mean the Chief Executive Officer of the
Company.
1.5 Committee shall mean the Senior Compensation and Stock Option Committee
of the Board of Directors of the Company.
1.6 Company shall mean Crawford & Company.
1.7 Covered Earnings shall mean the difference between (i) the Actual
Earnings and (ii) the Threshold Earnings (but not less than zero).
1.8 Covered Salaries shall mean the base salaries of the Participants.
1.9 Earnings shall mean the reported pre-tax income of the Company, on a
consolidated basis, adjusted to eliminate the effect, if any, of the
cumulative effects of changes in accounting principles and any
significant gains or losses resulting from the disposition of any major
assets of the Company, such as the sale of land, the sale and leaseback
of buildings, or the sale or other disposition of a subsidiary or portion
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 16
of the Company's operations.
1.10 Incentive Compensation Pool shall mean the sum of (1) the Incentive
Compensation Pool--Sales and Account Management; plus (2) the Incentive
Compensation Pool--Other Officers and Key Employees.
1.11 Incentive Compensation Pool--Other Officers and Key Employees shall
mean the sum of (1) the amount computed by multiplying the lesser of
Actual Earnings or Threshold Earnings by 1.5%; plus (2) the amount
computed by multiplying (i) Actual Earnings by (ii) the Actual Earnings
Percentage. In no event shall the Incentive Compensation Pool--Other
Officers and Key Employees exceed 100% of the Covered Salaries of its
Participants.
1.12 Incentive Compensation Pool--Sales and Account Management shall mean the
greater of (1) the amount computed by multiplying the lesser of Actual
Earnings or Threshold Earnings by .5%; or (2) the amount computed by
multiplying the growth in Actual Revenues over Threshold Revenues by
1.5%, reduced by 10% for every 1% decline in the consolidated Pre-Tax
Profit Margin of the Company on a pro rata basis. In no event shall the
Incentive Compensation Pool--Sales and Account Management exceed 100% of
the Covered Salaries of its Participants.
1.13 Participant shall mean any officer (other than the Chief Executive
Officer) or home office or regional employee of the Company or its
domestic or foreign subsidiaries designated by the Chief Executive
Officer to participate in the Incentive Compensation Pool--Sales and
Account Management or the Incentive Compensation Pool--Other Officers
and Key Employees.
1.14 Pre-Tax Profit Margin shall mean the percentage derived by dividing
Earnings by Revenues, both adjusted to eliminate the effect, if any, of
significant acquisitions made by the Company in the relevant period.
1.15 Revenues shall mean the reported revenues of the Company, on a
consolidated basis, adjusted to eliminate the effect, if any, of
significant acquisitions made by the Company in the period with
respect to which the Incentive Compensation Pool is determined.
1.16 Target Earnings shall mean the Committee's determination of achievable
earnings for the Company for the fiscal year.
1.17 Target Earnings Percentage shall mean 5.22%.
1.18 Threshold Earnings shall mean the Committee's determination of Earnings
below which no amount will be added to the Incentive Compensation Pool
for earnings growth.
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 17
1.19 Threshold Revenues shall mean the Committee's determination of
achievable Revenues for the Company in the period with respect to
which the Incentive Compensation Pool is determined.
1.20 Plan shall mean this Crawford & Company 1996 Incentive Compensation
Plan.
II. Establishment of Threshold Revenues and Earnings
As soon as possible following the availability of audited financial statements
of the Company for the immediately preceding fiscal year and the preparation of
operational budgets for the current fiscal year, the Committee shall meet to
establish the (i) Threshold Revenues, (ii) Threshold Earnings and (iii) Target
Earnings for the current fiscal year. Any adjustments to the audited revenues
and pre-tax income of the Company in the calculations of Revenues and Earnings
shall be approved by the Committee.
III. Allocation and Payment to Participants
The Chief Executive Officer shall have total authority and discretion with
respect to the determination of amounts to be paid to the Participants in each
of the Incentive Compensation Pools under the provisions of this Plan. He may
delegate that responsibility and allocate amounts available for distribution
to the heads of the business units and support divisions of the Company. In
the event that an individual is no longer a Participant at the end of any
period with respect to which the Incentive Compensation Pool is determined by
virtue of his no longer being an employee of the Company or any of its domestic
or foreign subsidiaries on that date, such individual shall not be eligible for
any payments under this Plan, unless such individual's employment has been
terminated by reason of death, disability, or retirement. Nothing herein
contained shall be construed to require the Committee or the Chief Executive
Officer to authorize the allocation and payment of all or any amounts available
for distribution under the terms of this Plan. Amounts not distributed with
respect to any year shall not be carried over to subsequent fiscal years.
Payment to individual Participants shall be as soon as practical after the
close of the fiscal period, the availability of reported Revenues and Earnings
for that period, the calculation of the Incentive Compensation Pool for that
period by the Chief Financial Officer of the Company, and the approval of that
calculation by the Committee.
IV. No Contract of Employment
The establishment of this Plan shall not grant to any Participant the right to
remain an employee for any specific term of employment or in any specific
capacity or as a Participant or at any specific rate of compensation.
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 18
V. No Alienation or Assignment
A Participant shall have no right or power to alienate, commute, anticipate or
otherwise assign at law or equity all or any portion of amounts which may be
payable to him hereunder and the Committee and the Chief Executive Officer
shall have the right, in light of any such action, to suspend temporarily or
terminate permanently the status of such an individual as a Participant under
this Plan.
VI. Administration, Amendment and Termination
The Committee shall have all powers necessary to administer this Plan in its
absolute discretion and its determination shall be binding on the Company and
the Participants. The Board of Directors of the Company and the Committee
have the right to amend or terminate this Plan at any time.
VII. Construction
This Plan shall be construed in accordance with the laws of the State of
Georgia and the masculine shall include the feminine and the singular the
plural, where appropriate.
VII. Termination of Former Plan
The Annual Incentive Compensation Plan adopted effective January 1, 1993, is
hereby terminated.
IN WITNESS WHEREOF, Crawford & Company has caused its duly authorized officer
to execute the Plan this 30th day of January, 1996, to evidence the adoption
of this Plan.
CRAWFORD & COMPANY
/s/Dennis A. Smith
Dennis A. Smith
Chairman of the Board
and Chief Executive Officer
Form 10-Q Crawford & Company
Quarter Ended March 31, 1996 Page 19
Exhibit 15.1
To the Stockholders and
Board of Directors of
Crawford & Company:
We are aware that Crawford & Company has incorporated by reference in its
previously filed Registration Statement File No. 2-78989, Registration
Statement File No. 33-22595, Registration Statement File No. 33-47536,
and Registration Statement File No. 33-36116 its Form 10-Q for the quarter
ended March 31, 1996, which includes our report dated May 10, 1996 covering
the unaudited interim financial information contained therein. Pursuant to
Regulation C of the Securities Act of 1933 (the "Act"), that report is not
considered a part of the Registration Statement prepared or certified by our
firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
/s/Arthur Andersen LLP
Atlanta, Georgia
May 10, 1996
