<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 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 1-7422
American General Finance, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1313922
(State of Incorporation) (I.R.S. Employer
Identification No.)
601 N.W. Second Street, Evansville, IN 47708
(Address of principal executive offices) (Zip Code)
(812) 424-8031
(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 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.
The number of shares outstanding of the registrant's common stock at
November 14, 1994 was 2,000,000.
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<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited condensed consolidated financial statements of American
General Finance, Inc. and Subsidiaries are presented on pages 3 through 6.
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<PAGE> 3
American General Finance, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
September 30, December 31,
1994 1993
Assets (dollars in thousands)
Finance receivables, net of unearned
finance charges:
Loans:
Real estate loans $2,692,685 $2,641,879
Non-real estate loans 2,502,331 2,318,102
Retail sales contracts 1,140,886 922,856
Credit cards 1,095,439 691,151
Net finance receivables 7,431,341 6,573,988
Deduct allowance for finance
receivable losses 212,725 183,756
Net finance receivables, less allowance
for finance receivable losses 7,218,616 6,390,232
Marketable securities 706,657 699,697
Cash and cash equivalents 33,041 48,374
Goodwill 291,245 299,653
Other assets 228,019 220,819
Total assets $8,477,578 $7,658,775
Liabilities and Shareholder's Equity
Long-term debt $4,320,064 $4,018,797
Short-term notes payable:
Commercial paper 2,090,550 1,643,961
Banks and other 218,146 171,000
Investment certificates 7,154 9,406
Insurance claims and
policyholder liabilities 448,166 415,488
Other liabilities 197,297 231,737
Accrued taxes 28,143 57,686
Total liabilities 7,309,520 6,548,075
Shareholder's equity:
Common stock 1,000 1,000
Additional paid-in capital 616,021 616,021
Net unrealized investment (losses) gains (9,189) 33,740
Retained earnings 560,226 459,939
Total shareholder's equity 1,168,058 1,110,700
Total liabilities and shareholder's equity $8,477,578 $7,658,775
See Notes to Condensed Consolidated Financial Statements.
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<PAGE> 4
American General Finance, Inc. and Subsidiaries
Condensed Consolidated Statements of Income
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
(dollars in thousands)
Revenues
Finance charges $324,212 $275,209 $ 906,836 $809,143
Insurance 46,425 36,232 129,652 105,544
Other 16,291 16,836 46,440 46,990
Total revenues 386,928 328,277 1,082,928 961,677
Expenses
Interest expense 107,232 95,216 300,039 286,012
Operating expenses 95,324 81,837 279,890 249,658
Provision for finance
receivable losses 58,405 44,645 146,659 113,483
Insurance losses and loss
adjustment expenses 24,696 19,782 70,875 58,617
Total expenses 285,657 241,480 797,463 707,770
Income before provision for
income taxes and cumulative
effect of accounting changes 101,271 86,797 285,465 253,907
Provision for Income Taxes 37,691 35,155 107,578 97,461
Income before cumulative
effect of accounting changes 63,580 51,642 177,887 156,446
Cumulative Effect of
Accounting Changes - - - (12,652)
Net Income $ 63,580 $ 51,642 $ 177,887 $143,794
See Notes to Condensed Consolidated Financial Statements.
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<PAGE> 5
American General Finance, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Nine Months Ended
September 30,
1994 1993
(dollars in thousands)
Cash Flows from Operating Activities
Net income $ 177,887 $ 143,794
Reconciling adjustments to net cash
provided by operating activities:
Provision for finance receivable losses 146,659 113,483
Depreciation and amortization 92,876 80,513
Deferral of finance receivable
origination costs (62,393) (48,835)
Deferred federal income tax benefit (14,572) (5,630)
Change in other assets and other liabilities 11,799 37,189
Change in insurance claims and
policyholder liabilities 32,678 30,015
Other, net (155) 317
Net cash provided by operating activities 384,779 350,846
Cash Flows from Investing Activities
Finance receivables originated or purchased (4,080,956) (3,149,335)
Principal collections on finance receivables 3,104,225 2,788,748
Marketable securities purchased (134,804) (159,319)
Marketable securities called, matured and sold 64,214 103,874
Other, net (16,478) (23,603)
Net cash used for investing activities (1,063,799) (439,635)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 737,386 883,814
Repayment of long-term debt (439,382) (519,793)
Change in investment certificates (2,252) (16,253)
Change in short-term notes payable 493,735 (152,637)
Dividends paid (125,800) (109,700)
Net cash provided by financing activities 663,687 85,431
Decrease in cash and cash equivalents (15,333) (3,358)
Cash and cash equivalents at beginning of period 48,374 43,584
Cash and cash equivalents at end of period $ 33,041 $ 40,226
Supplemental Disclosure of Cash Flow Information
Income taxes paid $ 140,607 $ 98,424
Interest paid $ 290,417 $ 295,187
See Notes to Condensed Consolidated Financial Statements.
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<PAGE> 6
American General Finance, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 1994
Note 1. Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim periods. These condensed consolidated financial statements
include the accounts of American General Finance, Inc. (AGFI) and all of
its subsidiaries (the Company). The subsidiaries are all wholly-owned, and
all intercompany items have been eliminated. Per share information is not
included because AGFI is a wholly-owned subsidiary of American General
Corporation (American General).
Note 2. Adjustments and Reclassifications
These condensed consolidated financial statements include all adjustments,
consisting only of normal recurring adjustments, which the Company
considers necessary for a fair presentation of the consolidated financial
position at September 30, 1994 and December 31, 1993, the consolidated
results of operations for the three months and nine months ended September
30, 1994 and 1993, and the consolidated cash flows for the nine months
ended September 30, 1994 and 1993. These 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.
To conform with the 1994 presentation, certain items in the prior period
have been reclassified. Additionally, certain amounts previously reported
in the 1993 third quarter Form 10-Q have been restated to reflect the
retroactive adoption of Statement of Financial Accounting Standards (SFAS)
112, "Employers' Accounting for Postemployment Benefits", effective January
1, 1993.
Note 3. New Accounting Standard
In October 1994, the Financial Accounting Standards Board issued SFAS 119,
"Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments", which requires additional disclosures about
derivative financial instruments and amends existing fair value disclosure
requirements. This statement is effective for fiscal years ending after
December 15, 1994. Adoption of SFAS 119 will result in additional footnote
disclosures but will not impact the Company's consolidated results of
operations and consolidated financial position.
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<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
Overview. The Company believes that its overall sources of liquidity will
continue to be sufficient to satisfy its foreseeable financial obligations.
Operating Activities. The Condensed Consolidated Statements of Cash Flows
included in Item 1. herein indicate the adjustments for non-cash items in
order to reconcile net income to net cash provided by operating activities.
Such non-cash items include the provision for finance receivable losses,
the depreciation and amortization of assets, the deferral of finance
receivable origination costs, the change in insurance claims and
policyholder liabilities, and the change in other assets and other
liabilities.
Net cash flows from operating activities include the receipt of finance
charges on finance receivables and the payment of interest on borrowings,
the payment of operating expenses and income taxes, the receipt of
insurance premiums and payment of contractual obligations to policyholders,
and net investment revenue. The Company's increase in finance charges for
the nine months ended September 30, 1994, when compared to the same period
in 1993, reflects an increase in average finance receivables net of
unearned finance charges (ANR) and an increase in yield (finance charges
annualized as a percentage of ANR). The increase in interest expense for
the nine months ended September 30, 1994, when compared to the same period
in 1993, reflects increases in average borrowings and short-term borrowing
cost which more than offset a decline in long-term borrowing cost. The
increase in operating expenses for the nine months ended September 30,
1994, when compared to the same period in 1993, reflects an increase in
salaries, data processing, and advertising expense.
Investing Activities. Net cash flows from investing activities include
funding finance receivables originated or purchased, which is the Company's
primary requirement for cash, and principal collections on finance
receivables, which is the Company's primary source of cash. Finance
receivables originated or purchased increased for the nine months ended
September 30, 1994, when compared to the same period in 1993, primarily due
to business development efforts. Principal collections on finance
receivables increased for the nine months ended September 30, 1994, when
compared to the same period in 1993, primarily due to the higher level of
ANR. Also included in net cash flows from investing activities are the
marketable securities purchased and sold by the insurance operations.
Financing Activities. To the extent net cash flows from operating
activities do not match net cash flows from investing activities, the
Company adjusts its financing activities accordingly. Net cash flows from
financing activities include proceeds from issuance of long-term debt and
short-term debt as major sources of funds, and repayment of such borrowings
and the payment of dividends as major uses of funds. The ability of AGFI
to pay dividends is substantially dependent on the receipt of dividends or
other funds from its subsidiaries. The Company's issuances of long-term
debt and the increase in short-term notes payable for the nine months ended
September 30, 1994 reflect the funding of asset growth and maturing issues
of long-term obligations.
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<PAGE> 8
The Company's principal borrowing subsidiary is American General Finance
Corporation (AGFC), a direct, wholly-owned subsidiary of AGFI. AGFC
obtains funds by the issuance of commercial paper, long-term debt, and
through bank borrowings. The Company's mix of fixed-rate and floating-rate
debt is an internal decision based in part on the nature of the assets
being supported. The Company limits its exposure to market interest rate
increases by fixing interest rates it pays for term periods. The primary
means by which the Company accomplishes this is through the issuance of
fixed-rate debt. On occasion, AGFC has also used interest conversion
agreements and options on interest conversion agreements to synthetically
create fixed-rate debt by altering the nature of floating-rate debt,
thereby limiting its exposure to interest rate movements. Certain
financing agreements of AGFC contain restrictive covenants that limit the
amount of dividends AGFC may pay and also limit the amounts of various
levels of debt based upon maintenance of defined ratios.
Credit Ratings. Debt ratings for AGFC did not change from December 31,
1993. On October 20, 1994, Standard & Poor's (S&P) placed the debt and
claims-paying ability ratings of American General and its subsidiaries on
CreditWatch with negative implications as a result of recent developments
connected with American General's merger offer to acquire Unitrin, Inc.
S&P has indicated that any change in AGFC's ratings will depend on their
assessment of how such a purchase may affect American General's resulting
financial structure.
Credit Facilities. Credit facilities are maintained to support the
issuance of commercial paper by AGFC and as an additional source of funds
for operating requirements. At September 30, 1994, the Company had
committed credit facilities of $545.0 million and was an eligible borrower
under $2.5 billion of committed credit facilities extended to American
General and certain of its subsidiaries. The annual commitment fees for
all committed facilities ranged from .08% to .3125%. At September 30,
1994, the Company also had $621.0 million of uncommitted credit facilities
and was an eligible borrower under $195.0 million of uncommitted credit
facilities extended to American General and certain of its subsidiaries.
Available borrowings under all facilities are reduced by any amounts
outstanding thereunder. At September 30, 1994, Company borrowings
outstanding under all credit facilities were $430.8 million with remaining
availability to the Company of $3.0 billion in committed facilities and
$428.6 million in uncommitted facilities.
On October 14, 1994, the $2.5 billion of committed credit facilities that
were extended to American General and certain of its subsidiaries,
including the Company, were replaced with two new committed credit
facilities totalling $2.5 billion that are also extended to American
General and certain of its subsidiaries, including the Company. The annual
commitment fees for the replacement facilities range from .07% to .125%.
<PAGE>
<PAGE> 9
Selected Financial Statistics
The following table sets forth certain selected financial information and
ratios of the Company and illustrates certain aspects of the Company's
business for the periods indicated:
Three Months Ended Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
(dollars in thousands)
Average finance receivables
net of unearned finance
charges (ANR) $7,260,017 $6,446,416 $6,914,701 $6,355,869
Average borrowings $6,452,547 $5,737,821 $6,144,183 $5,670,278
Finance charges (annualized)
as a percentage of ANR
(yield) 17.78% 17.00% 17.51% 16.97%
Interest expense (annualized)
as a percentage of average
borrowings (borrowing cost) 6.65% 6.64% 6.51% 6.73%
Spread between yield and
borrowing cost 11.13% 10.36% 11.00% 10.24%
Insurance revenues (annualized)
as a percentage of ANR 2.56% 2.25% 2.50% 2.21%
Operating expenses (annualized)
as a percentage of ANR 5.25% 5.08% 5.40% 5.24%
Return on average assets
(annualized) 3.06% 2.76% 2.97% 2.59%
Return on average assets
before deducting cumulative
effect of accounting changes
(annualized) 3.06% 2.76% 2.97% 2.82%
Return on average equity
(annualized) 21.88% 18.89% 20.84% 17.78%
Return on average equity
before deducting cumulative
effect of accounting changes
(annualized) 21.88% 18.68% 20.84% 19.14%
Net charge-offs (annualized)
as a percentage of ANR
(charge-off ratio) 2.49% 2.24% 2.30% 2.06%
Ratio of earnings to fixed
charges (refer to Exhibit 12
in Item 6. herein for
calculations) - - 1.93 1.86
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<PAGE> 10
Selected Financial Statistics (Continued)
At September 30,
1994 1993
Finance receivables any portion of
which was 60 days or more past due
(delinquency) as a percentage of
related receivables (including
unearned finance charges and
excluding deferred origination
costs, a fair value adjustment
on finance receivables and
accrued interest) 2.77% 2.46%
Allowance for finance receivable
losses as a percentage of net
finance receivables 2.86% 2.75%
Debt to equity ratio 5.68 5.34
Analysis of Operating Results
Net income was $63.6 million and $177.9 million for the three months and
nine months ended September 30, 1994, compared to $51.6 million and $143.8
million for the same 1993 periods. Income before cumulative effect of
accounting changes was $63.6 million and $177.9 million for the three
months and nine months ended September 30, 1994, compared to $51.6 million
and $156.4 million for the same 1993 periods.
Finance Charges. Changes in finance charge revenues, the principal
component of total revenues, are a function of period to period changes in
the levels of ANR and yield. ANR for the three months and nine months
ended September 30, 1994 increased when compared to the same periods in
1993. Finance receivables increased primarily due to finance receivables
originated or renewed by the Company due to business development efforts.
The yield during the three months and nine months ended September 30, 1994
also increased when compared to the same periods in 1993 primarily due to
the increased proportion of higher-rate, non-real estate secured loans in
the loan portfolio.
Insurance Revenues. Insurance revenues increased for the three months and
nine months ended September 30, 1994, when compared to the same periods in
1993, primarily due to an increase in earned premiums. Earned premiums
increased primarily due to increased written premiums in prior periods,
resulting from increased loan activity, and reinsurance assumptions.
Other Revenues. Other revenues for the three months and nine months ended
September 30, 1994 remained at near the same level when compared to the
same periods in 1993. The decrease in investment revenue was offset by a
decrease in writedowns on real estate foreclosures and the recording of the
gain on the sale of receivables sold in the fourth quarter of 1993 due to
the expiration of the contingency period. The decrease in investment
revenue resulted from a decline in investment portfolio yields partially
offset by an increase in invested assets. Investment portfolio yields
declined primarily due to prepayments of higher yielding investments and
lower reinvestment rates in recent years.
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<PAGE> 11
Interest Expense. Changes in interest expense are a function of period to
period changes in average borrowings and borrowing cost. Average
borrowings for the three months and nine months ended September 30, 1994
increased when compared to the same periods in 1993 primarily to fund asset
growth. The borrowing cost for the three months ended September 30, 1994
remained at near the same level when compared to the same period in 1993.
The borrowing cost for the nine months ended September 30, 1994 decreased
when compared to the same periods in 1993 due to lower long-term borrowing
cost partially offset by an increase in short-term borrowing cost.
Operating Expenses. Operating expenses for the three months and nine
months ended September 30, 1994 increased when compared to the same periods
in 1993. The increase was primarily due to increases in salaries, data
processing, and advertising expense. The increase in salaries expense was
primarily due to operational staffing increases to support the Company's
growth and merit salary increases. The increase in data processing expense
was primarily due to equipment expenses resulting from a branch office
automation program and an increase in processor fees to support increased
credit card activity. The increase in advertising expense was primarily to
generate growth in the finance receivable portfolio. The increase in
operating expenses was partially offset by an increase in deferral of
finance receivable origination costs.
Provision for Finance Receivable Losses. Provision for finance receivable
losses for the three months and nine months ended September 30, 1994
increased when compared to the same periods in 1993, due to increases in
net charge-offs and amounts provided for the allowance for finance
receivable losses. Net charge-offs increased due to the increase in
charge-off rates on non-real estate loans and retail sales contracts, the
increase in ANR, and the increased proportion of non-real estate secured
loans in the loan portfolio. As expected, the increased proportion of non-
real estate loans in the loan portfolio has contributed to both higher
charge-off rates and corresponding higher yields. The allowance for
finance receivable losses increased primarily to bring the balance to
appropriate levels based upon the balance of finance receivables, portfolio
mix, levels of delinquency, net charge-offs, and the economic climate.
Insurance Losses and Loss Adjustment Expenses. Insurance losses and loss
adjustment expenses for the three months and nine months ended September
30, 1994 increased when compared to the same periods in 1993 primarily due
to increased claims and reserves resulting from the increase in premiums
written due to increased loan activity and reinsurance assumptions.
Provision for Income Taxes. Provision for income taxes for the three
months and nine months ended September 30, 1994 increased when compared to
the same periods in 1993, primarily due to higher taxable income.
Cumulative Effect of Accounting Changes. The adoption of three new
accounting standards, effective January 1, 1993, resulted in a cumulative
adjustment consisting of a one-time charge to earnings of $12.7 million.
Other than the cumulative effect, adoption of these new accounting
standards has not had a material effect on net income and is not expected
to have a material impact in the future.
<PAGE>
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Other than the lawsuits or proceedings disclosed previously, AGFI and
certain of its subsidiaries are defendants in various other lawsuits and
proceedings arising in the normal course of business. Although no
assurances can be given and no determination can be made at this time as to
the outcome of any particular lawsuit or proceeding, AGFI and its
subsidiaries believe that there are meritorious defenses for all of these
claims and are defending them vigorously. The Company also believes that
the total amounts that would ultimately be paid, if any, arising from these
claims would have no material effect on the Company's consolidated results
of operations and consolidated financial position.
Item 5. Other Information.
On October 24, 1994, American General announced the formation of an office
of the chairman in AGFI and AGFC. Daniel Leitch III was named chairman and
chief executive officer of AGFI and AGFC, and Robert D. Womack was named
president of AGFI and AGFC.
Mr. Leitch, 61, joined American General in 1980 and has held key management
positions at American General and several subsidiaries including senior
vice president-administration for American General's life insurance
subsidiary in Nashville. He was elected president and chief executive
officer of AGFI and AGFC in 1991.
Mr. Womack, 51, joined American General in 1990 as vice president and tax
director of American General. He was later named senior vice president-
administration for American General's life insurance subsidiary in
Nashville. In 1993, he was named senior vice president-systems and
consulting of American General.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(12) Computation of ratio of earnings to fixed charges.
(27) Financial Data Schedule
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed during the third
quarter of 1994.
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<PAGE> 13
Signature
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.
AMERICAN GENERAL FINANCE, INC.
(Registrant)
Date: November 14, 1994 By /s/ Philip M. Hanley
Philip M. Hanley
Senior Vice President and Chief
Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
<PAGE>
<PAGE> 14
Exhibit Index
Exhibits Page
(12) Computation of ratio of earnings to fixed charges. 15
(27) Financial Data Schedule 16
<PAGE>
<PAGE>
<PAGE> 15
Exhibit 12
American General Finance, Inc. and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
Nine Months Ended
September 30,
1994 1993
(dollars in thousands)
Earnings:
Income before provision for income
taxes and cumulative effect of
accounting changes $285,465 $253,907
Interest expense 300,039 286,012
Implicit interest in rents 8,034 7,914
Total earnings $593,538 $547,833
Fixed charges:
Interest expense $300,039 $286,012
Implicit interest in rents 8,034 7,914
Total fixed charges $308,073 $293,926
Ratio of earnings to fixed charges 1.93 1.86
<PAGE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<CASH> 33,041
<SECURITIES> 706,657
<RECEIVABLES> 7,431,341<F1>
<ALLOWANCES> 212,725<F2>
<INVENTORY> 0<F3>
<CURRENT-ASSETS> 0<F4>
<PP&E> 0<F4>
<DEPRECIATION> 0<F4>
<TOTAL-ASSETS> 8,477,578
<CURRENT-LIABILITIES> 0<F4>
<BONDS> 4,320,064<F5>
<COMMON> 1,000
0<F3>
0<F3>
<OTHER-SE> 1,167,058<F6>
<TOTAL-LIABILITY-AND-EQUITY> 8,477,578
<SALES> 0<F3>
<TOTAL-REVENUES> 1,082,928<F7>
<CGS> 0<F3>
<TOTAL-COSTS> 0<F4>
<OTHER-EXPENSES> 350,765<F8>
<LOSS-PROVISION> 146,659<F9>
<INTEREST-EXPENSE> 300,039<F10>
<INCOME-PRETAX> 285,465
<INCOME-TAX> 107,578
<INCOME-CONTINUING> 177,887
<DISCONTINUED> 0<F3>
<EXTRAORDINARY> 0<F3>
<CHANGES> 0<F3>
<NET-INCOME> 177,887
<EPS-PRIMARY> 0<F3>
<EPS-DILUTED> 0<F3>
<PAGE>
<FN>
<F1>RECEIVABLES IN THIS EXHIBIT REPRESENTS NET FINANCE RECEIVABLES REPORTED
IN THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<F2>ALLOWANCES IN THIS EXHIBIT REPRESENTS ALLOWANCE FOR FINANCE RECEIVABLE
LOSSES REPORTED IN THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
<F3>NOT APPLICABLE.
<F4>NOT REPORTED SEPARATELY (OR NOT REPORTED SEPARATELY AS DEFINED BY
ARTICLE 5 OF REGULATION S-X) IN DOCUMENT FILED.
<F5>BONDS IN THIS EXHIBIT REPRESENTS LONG-TERM DEBT REPORTED IN THE COMPANY'S
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS WHICH INCLUDES OTHER LONG-TERM
DEBT.
<F6>OTHER STOCKHOLDER'S EQUITY IN THIS EXHIBIT REPRESENTS ADDITIONAL PAID-IN-
CAPITAL, NET UNREALIZED INVESTMENT GAINS (LOSSES), AND RETAINED EARNINGS
REPORTED IN THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<F7>TOTAL REVENUES IN THIS EXHIBIT REPRESENTS TOTAL REVENUES REPORTED IN THE
COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<F8>OTHER EXPENSES IN THIS EXHIBIT REPRESENTS OPERATING EXPENSES AND
INSURANCE LOSSES AND LOSS ADJUSTMENT EXPENSES REPORTED IN THE COMPANY'S
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<F9>LOSS PROVISION IN THIS EXHIBIT REPRESENTS PROVISION FOR FINANCE
RECEIVABLE LOSSES REPORTED IN THE COMPANY'S CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
<F10>INTEREST EXPENSE IN THIS EXHIBIT REPRESENTS INTEREST EXPENSE REPORTED
IN THE COMPANY'S CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
</FN>
</TABLE>
