<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 March 31, 1996
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.
At May 1, 1996, there were 2,000,000 shares of the registrant's common
stock, $.50 par value, outstanding.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(Unaudited)
Three Months Ended
March 31,
1996 1995
(dollars in thousands)
Revenues
Finance charges $371,400 $358,556
Insurance 51,187 54,138
Other 16,371 18,054
Total revenues 438,958 430,748
Expenses
Interest expense 125,980 124,795
Operating expenses 131,394 109,391
Provision for finance
receivable losses 108,801 72,388
Insurance losses and loss
adjustment expenses 28,548 28,644
Total expenses 394,723 335,218
Income before provision for
income taxes 44,235 95,530
Provision for Income Taxes 16,047 35,429
Net Income $ 28,188 $ 60,101
See Notes to Condensed Consolidated Financial Statements.
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AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
March 31, December 31,
1996 1995
Assets (dollars in thousands)
Finance receivables, net of unearned
finance charges:
Real estate loans $2,867,157 $2,904,016
Non-real estate loans 2,594,430 2,765,361
Retail sales finance 2,017,845 2,183,414
Credit cards 540,717 557,603
Net finance receivables 8,020,149 8,410,394
Allowance for finance receivable
losses (487,000) (492,124)
Net finance receivables, less allowance
for finance receivable losses 7,533,149 7,918,270
Investment securities 871,367 884,775
Cash and cash equivalents 98,172 103,238
Goodwill 277,744 279,995
Other assets 344,615 375,072
Total assets $9,125,047 $9,561,350
Liabilities and Shareholder's Equity
Long-term debt $4,859,152 $4,979,883
Short-term notes payable:
Commercial paper 1,969,692 2,194,771
Banks and other 245,999 289,100
Investment certificates 5,993 6,197
Insurance claims and policyholder
liabilities 468,667 483,971
Other liabilities 257,786 273,485
Accrued taxes 13,878 12,162
Total liabilities 7,821,167 8,239,569
Shareholder's equity:
Common stock 1,000 1,000
Additional paid-in capital 696,128 696,128
Net unrealized gains on investment
securities 19,324 38,412
Retained earnings 587,428 586,241
Total shareholder's equity 1,303,880 1,321,781
Total liabilities and shareholder's equity $9,125,047 $9,561,350
See Notes to Condensed Consolidated Financial Statements.
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AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
1996 1995
(dollars in thousands)
Cash Flows from Operating Activities
Net income $ 28,188 $ 60,101
Reconciling adjustments to net cash
provided by operating activities:
Provision for finance receivable losses 108,801 72,388
Depreciation and amortization 24,712 30,031
Deferral of finance receivable
origination costs (13,701) (21,081)
Deferred federal income tax charge (benefit) 1,377 (5,834)
Change in other assets and other liabilities 22,841 80,609
Change in insurance claims and
policyholder liabilities (15,304) 3,781
Other, net 16,486 43,915
Net cash provided by operating activities 173,400 263,910
Cash Flows from Investing Activities
Finance receivables originated or purchased (1,009,626) (1,520,974)
Principal collections on finance receivables 1,269,692 1,208,643
Investment securities purchased (57,670) (54,117)
Investment securities called, matured and sold 42,526 19,628
Other, net (6,230) (15,433)
Net cash provided by (used for) investing
activities 238,692 (362,253)
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 29,715 733,427
Repayment of long-term debt (151,489) (282,718)
Change in investment certificates (204) (106)
Change in short-term notes payable (268,180) (281,174)
Dividends paid (27,000) (31,000)
Net cash (used for) provided by financing
activities (417,158) 138,429
(Decrease) increase in cash and cash equivalents (5,066) 40,086
Cash and cash equivalents at beginning of period 103,238 52,729
Cash and cash equivalents at end of period $ 98,172 $ 92,815
Supplemental Disclosure of Cash Flow Information
Income taxes paid $ 5,022 $ 572
Interest paid $121,351 $112,594
See Notes to Condensed Consolidated Financial Statements.
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AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
March 31, 1996
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 and include the accounts of American General Finance,
Inc. and its subsidiaries. American General Finance, Inc. is hereinafter
referenced as "AGFI" or collectively, with its subsidiaries, whether
directly or indirectly owned, as the "Company". The subsidiaries are
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, considered necessary by
management for a fair presentation of the Company's consolidated financial
position at March 31, 1996 and December 31, 1995, its consolidated results
of operations for the three months ended March 31, 1996 and 1995, and its
consolidated cash flows for the three months ended March 31, 1996 and 1995.
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, 1995.
To conform with the 1996 presentation, certain items in the prior period
have been reclassified.
Note 3. Derivative Financial Instruments
The Company's principal borrowing subsidiary is American General Finance
Corporation (AGFC), a wholly-owned subsidiary of AGFI. AGFC makes limited
use of derivative financial instruments to manage the cost of its debt.
AGFC has used interest conversion agreements to reduce its exposure to
future fluctuations in interest rates by effectively converting short-term
and medium-term floating-rate debt to fixed-rate. At March 31, 1996,
outstanding interest conversion agreements in which AGFC contracted to pay
interest at fixed rates and receive floating rates totaled $590 million of
notional amount, with an average fixed pay rate of 8.07% and an average
floating receive rate of 5.65%. AGFC's use of such agreements did not have
a material effect on the Company's weighted-average interest rate or
reported interest expense in the first three months of 1996 or 1995.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company's sources of funds include operations, issuances of fixed-rate
and floating-rate debt, borrowings under credit facilities, and the sale of
finance receivables through securitization. Management believes that the
overall sources of cash and liquidity available to the Company will
continue to be sufficient to satisfy its foreseeable financial obligations
and operational requirements.
Liquidity
Operating cash flow, which includes net income adjusted for non-cash
revenues and expenses, totaled $173.4 million for the three months ended
March 31, 1996 compared to $263.9 million for the same period in 1995.
Operating cash flow combined with the net collections of finance
receivables generated cash flow of $433.5 million for the three months
ended March 31, 1996. This cash flow was used to fund the net repayments
of debt of $390.2 million and to pay dividends of $27.0 million to the
Company's parent for the three months ended March 31, 1996. Operating cash
flow combined with the net proceeds of increased debt generated cash flow
of $433.3 million for the same period in 1995. This cash flow was used to
fund the net originations and purchases of finance receivables of $312.3
million and to pay dividends of $31.0 million to the Company's parent for
the three months ended March 31, 1995.
Dividends are managed to maintain the Company's targeted leverage of 7.5 to
1 of debt to tangible equity (equity less goodwill and net unrealized gains
or losses on fixed-maturity investment securities). The debt to tangible
equity ratio at March 31, 1996 was 7.03 due to the decrease in debt
resulting from the net decline in finance receivables which management
considers to be temporary. The ability of AGFI to pay dividends is
substantially dependent on the receipt of dividends or other funds from its
subsidiaries. The total amount of dividends available for certain
subsidiaries to pay is effectively limited by restrictions contained in
certain financing agreements.
Capital Resources
The Company's requirement for capital varies directly with net finance
receivables. The mix of capital between debt and equity is based primarily
upon maintaining leverage that supports cost-effective funding. At March
31, 1996, the Company's capital was $8.4 billion, consisting of $7.1
billion of debt and $1.3 billion of equity, compared to $8.5 billion at
March 31, 1995, consisting of $7.3 billion of debt and $1.2 billion of
equity.
The Company obtains funds through the issuance of a combination of fixed-
rate debt, principally long-term, and floating-rate debt, principally
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<PAGE> 7
short-term. The Company's principal borrowing subsidiary is AGFC, a
wholly-owned subsidiary of AGFI. AGFC and one of its subsidiaries sell
commercial paper notes with maturities ranging from 1 to 270 days directly
to banks, insurance companies, corporations, and other institutional
investors. AGFC may also offer medium-term notes with original maturities
of nine months or longer to certain institutional investors. The remainder
of AGFC's capital is obtained primarily through underwritten public debt
offerings with maturities generally ranging from three to ten years.
The Company's mix of fixed-rate and floating-rate debt is determined by
management 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 that it pays for term periods. The primary means by which
the Company accomplishes this is through the issuance of fixed-rate debt.
To supplement fixed-rate debt issuances, AGFC also has used interest
conversion agreements to synthetically create fixed-rate debt by altering
the nature of floating-rate funding, thereby limiting its exposure to
interest rate movements.
Credit Facilities
Credit facilities are maintained to support the issuance of commercial
paper and to provide an additional source of funds for operating
requirements. At March 31, 1996, the Company had committed credit
facilities of $800.0 million and was an eligible borrower under $2.4
billion of committed credit facilities extended to American General and
certain of its subsidiaries (the "shared committed facilities"). The
annual commitment fees for all committed facilities ranged from .06% to
.11%. The Company pays commitment fees for the shared committed facilities
only on its allocated portion which at March 31, 1996 was $1.6 billion. At
March 31, 1996, the Company also had $638.5 million of uncommitted credit
facilities and was an eligible borrower under $182.5 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 March 31, 1996, Company borrowings
outstanding under all credit facilities totaled $311.4 million with
remaining availability to the Company of $3.2 billion in committed
facilities and $509.6 million in uncommitted facilities.
Securitization
During 1995, the Company securitized its portfolio of private label and
credit card finance receivables to establish additional sources of funding
and liquidity. During the second quarter of 1995, the Company sold $100
million of securitized finance receivables with limited recourse. At March
31, 1996, securitized finance receivables sold remained at $100 million.
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SELECTED FINANCIAL INFORMATION
The following table sets forth certain selected financial information of
the Company for the periods indicated:
At or for the
Three Months Ended
March 31,
1996 1995
(dollars in thousands)
Average finance receivables,
net of unearned finance
charges (average net
receivables) $8,218,649 $8,055,220
Average borrowings $7,276,613 $7,176,198
Yield - finance charges
(annualized) as a
percentage of average
net receivables 18.14% 17.95%
Borrowing cost - interest
expense (annualized) as
a percentage of average
borrowings 6.93% 6.98%
Spread between yield
and borrowing cost 11.21% 10.97%
Insurance revenues
(annualized) as a
percentage of average
net receivables 2.49% 2.69%
Operating expenses
(annualized) as a
percentage of average
net receivables 6.39% 5.43%
Return on average assets
(annualized) 1.20% 2.62%
Return on average equity
(annualized) 8.51% 19.34%
Charge-off ratio -
net charge-offs
(annualized) as a
percentage of average
net receivables 5.50% 2.81%
Allowance ratio -
allowance for finance
receivable losses as a
percentage of net
finance receivables 6.07% 2.96%
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Selected Financial Information (Continued)
At or for the
Three Months Ended
March 31,
1996 1995
Ratio of earnings to fixed charges (refer to
Exhibit 12 herein for calculations) 1.34 1.75
Delinquency ratio - finance receivables any
portion of which was 60 days or more past
due 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) 4.03% 2.91%
Debt to tangible equity ratio - debt to
equity less goodwill and net unrealized
gains or losses on fixed-maturity
investment securities 7.03 7.47
Debt to equity ratio 5.43 5.77
ANALYSIS OF OPERATING RESULTS
Net income decreased $31.9 million, or 53%, for the three months ended
March 31, 1996 when compared to the same period in 1995 primarily due to
increases in the provision for finance receivable losses and operating
expenses.
Finance Charges
Finance charge revenues increased $12.8 million, or 4%, for the three
months ended March 31, 1996 when compared to the same period in 1995 due to
increases in average net receivables, yields, and an additional day in
1996. Average net receivables increased $163.4 million, or 2%, for the
three months ended March 31, 1996 when compared to the same period in 1995
primarily due to growth in the loan and credit card portfolios resulting
from business development efforts. However, the Company's action program
to improve credit quality reduced such finance receivable growth. (See
Provision for Finance Receivable Losses herein.) Yields increased 19 basis
points for the three months ended March 31, 1996 when compared to the same
period in 1995 primarily due to higher yield on loans. The loan yield
increased primarily due to higher yield on real estate loans, resulting
from the higher interest rate environment and rate management.
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Insurance Revenues
Insurance revenues decreased $3.0 million, or 5%, for the three months
ended March 31, 1996 when compared to the same period in 1995 primarily due
to a decrease in earned premiums. Earned premiums decreased primarily due
to the decrease in net written premiums. The decrease in net written
premiums reflected the decrease in loan volume which resulted from the
action program to improve credit quality.
Other Revenues
Other revenues decreased $1.7 million, or 9%, for the three months ended
March 31, 1996 when compared to the same period in 1995 primarily due to an
increase in losses on foreclosed real estate, partially offset by an
increase in investment revenue. The increase in investment revenue for the
three months ended March 31, 1996 when compared to the same period in 1995
was primarily due to growth in average invested assets for the insurance
operations of $56.2 million, or 7%, partially offset by a decrease in
return on invested assets of 23 basis points.
Interest Expense
Interest expense increased $1.2 million, or 1%, for the three months ended
March 31, 1996 when compared to the same period in 1995 due to increases in
average borrowings, partially offset by a decrease in borrowing cost.
Average borrowings for the three months ended March 31, 1996 increased
$100.4 million, or 1%, when compared to the same period in 1995 primarily
to fund asset growth that occurred in the first three quarters of 1995.
The borrowing cost for the three months ended March 31, 1996 decreased 5
basis points when compared to the same period in 1995 due to a decrease in
short-term borrowing cost, partially offset by an increase in long-term
borrowing cost. The reduction in income before provision for income taxes,
along with the increase in interest expense, resulted in the decrease in
the ratio of earnings to fixed charges for the three months ended March 31,
1996 when compared to the same period in 1995.
Operating Expenses
Operating expenses increased $22.0 million, or 20%, for the three months
ended March 31, 1996 when compared to the same period in 1995 primarily due
to growth in the business that occurred in the first three quarters of 1995
and in 1994, the decrease in deferral of finance receivable origination
costs, and collection efforts on the increased level of delinquent finance
receivables. Growth in the business resulted in operational staffing
increases and other growth-related expenses. Since March 31, 1995, the
Company has opened over 80 new consumer finance offices and added 900
employees, including 800 branch employees and 100 employees to process the
private label and credit card finance receivables.
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<PAGE> 11
Provision for Finance Receivable Losses
Provision for finance receivable losses increased $36.4 million, or 50%,
for the three months ended March 31, 1996 when compared to the same period
in 1995 due to increases in net charge-offs, partially offset by a decrease
in the amounts provided for the allowance for finance receivable losses.
Net charge-offs for the three months ended March 31, 1996 increased to
$113.9 million from $56.4 million for the same period in 1995. Net charge-
offs for the three months ended December 31, 1995 were $127.2 million. The
charge-off ratio for first quarter 1996 was 5.50% compared to 6.04% for
fourth quarter 1995 and 2.81% for first quarter 1995.
In recent years, the Company's operational strategy has been focused on
improving its risk-adjusted returns by extending credit to customers with
risk characteristics somewhat higher than those traditionally serviced by
the Company. As expected, this strategy adversely influenced credit
quality. However, the delinquency ratios and the charge-off ratios
experienced by the Company sharply increased to greater than anticipated
levels beginning in the third quarter of 1995. Due to these increases in
delinquencies and net charge-offs, a comprehensive review of the Company
was initiated in the fourth quarter of 1995. This review consisted of
extensive internal analysis, together with finance receivable loss
development projections supplied by outside credit consultants. The
results of the analysis indicated a need for an increase in the allowance
for finance receivable losses. A $216.0 million increase in the allowance
for finance receivable losses was recorded in fourth quarter 1995.
In addition, the Company adopted an action program for improving credit
quality that included raising underwriting standards, expanding the use of
credit scoring, and slowing branch expansion and receivable growth (other
than real estate loan growth), while stressing collections and improving
branch office training. This action program is being accomplished
primarily by redirecting Company resources rather than employing additional
resources. At March 31, 1996, net finance receivables were $8.0 billion, a
decrease of $390.2 million from the balance at December 31, 1995,
reflecting decreased finance receivable volume.
Delinquencies have leveled off since year end 1995. At March 31, 1996,
delinquencies were $353.9 million compared to $379.2 million at December
31, 1995 and $262.2 million at March 31, 1995. The delinquency ratio
decreased from 4.11% at December 31, 1995 to 4.03% at March 31, 1996
(compared to 2.91% at March 31, 1995).
The allowance for finance receivable losses decreased $5.1 million from
$492.1 million at December 31, 1995 to $487.0 million at March 31, 1996.
The allowance ratio at March 31, 1996 was 6.07% compared to 5.85% at
December 31, 1995. The increase in such ratio reflects the decrease in net
finance receivables in first quarter 1996. Management believes that the
allowance for finance receivable losses is adequate given the current level
of delinquencies and net charge-offs.
Net charge-offs are expected to moderate in the second half of 1996. As a
result, management believes that there will be an improvement in earnings
in the third and fourth quarters of the year.
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<PAGE> 12
Insurance Losses and Loss Adjustment Expenses
Insurance losses and loss adjustment expenses decreased $.1 million, or
.3%, for the three months ended March 31, 1996 when compared to the same
period in 1995 due to the decrease in provision for future benefits,
substantially offset by the increase in claims. The decrease in provision
for future benefits of $2.6 million was due to reduced growth in the sales
of non-credit insurance products. The increase in claims of $2.5 million
was due to an increased incidence of losses.
Provision for Income Taxes
The provision for income taxes decreased $19.4 million, or 55%, for the
three months ended March 31, 1996 when compared to the same period in 1995
primarily due to lower taxable income.
Forward-looking Statements
The statements contained in this filing on Form 10-Q that are not
historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. Actual results may differ
materially from those included in the forward-looking statements. These
forward-looking statements involve risks and uncertainties, including but
not limited to, the following: changes in general economic conditions,
including the performance of financial markets and interest rates;
competitive, regulatory, or tax changes that affect the cost of or demand
for the Company's products; adverse litigation results; and failure to
achieve the Company's anticipated levels of expense savings from cost-
saving initiatives. The Company's results also could be adversely affected
by lower than anticipated finance receivable volume as a result of the
Company's recently implemented action program to tighten underwriting
standards and increase branch office training, and the failure of finance
receivable delinquencies to trend downward to the extent anticipated
despite the Company's initiatives. Investors are also directed to other
risks and uncertainties discussed in documents filed by the Company with
the Securities and Exchange Commission.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
In addition to those lawsuits or proceedings disclosed in the Company's
1995 Form 10-K, AGFI and certain of its subsidiaries are parties to various
other lawsuits and proceedings arising in the ordinary course of business.
Many of these lawsuits and proceedings arise in jurisdictions, such as
Alabama, that permit punitive damages disproportionate to the actual
damages alleged. Based upon information presently available, the Company
believes that the total amounts that ultimately will be paid, if any,
arising from these lawsuits and proceedings will have no material adverse
effect on the Company's consolidated results of operations and financial
position. However, it should be noted that the frequency of large punitive
damage awards that bear little or no relation to actual damages awarded by
juries in jurisdictions like Alabama, continue to increase and create the
potential for unpredictable judgements in any given punitive damage suit.
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.
Current Report on Form 8-K dated January 10, 1996, with respect to the
issuance of a News Release announcing an increase in the allowance for
finance receivable losses of $216 million in the fourth quarter of
1995 and a capital contribution from American General of $80 million
in December, 1995.
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<PAGE> 14
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: May 1, 1996 By /s/ Philip M. Hanley
Philip M. Hanley
Senior Vice President - Operations/
Corporate Development and Chief
Financial Officer
(Duly Authorized Officer and Principal
Financial Officer)
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<PAGE> 15
Exhibit Index
Exhibits Page
(12) Computation of Ratio of Earnings to Fixed Charges. 16
(27) Financial Data Schedule. 17
<PAGE>
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<PAGE> 16
Exhibit 12
AMERICAN GENERAL FINANCE, INC. AND SUBSIDIARIES
Computation of Ratio of Earnings to Fixed Charges
(Unaudited)
Three Months Ended
March 31,
1996 1995
(dollars in thousands)
Earnings:
Income before provision for income
taxes $ 44,235 $ 95,530
Interest expense 125,980 124,795
Implicit interest in rents 3,092 3,070
Total earnings $173,307 $223,395
Fixed charges:
Interest expense $125,980 $124,795
Implicit interest in rents 3,092 3,070
Total fixed charges $129,072 $127,865
Ratio of earnings to fixed charges 1.34 1.75
<PAGE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 98,172
<SECURITIES> 871,367
<RECEIVABLES> 8,020,149<F1>
<ALLOWANCES> 487,000<F2>
<INVENTORY> 0<F3>
<CURRENT-ASSETS> 0<F4>
<PP&E> 0<F4>
<DEPRECIATION> 0<F4>
<TOTAL-ASSETS> 9,125,047
<CURRENT-LIABILITIES> 0<F4>
<BONDS> 4,859,152<F5>
0<F3>
0<F3>
<COMMON> 1,000
<OTHER-SE> 1,302,880<F6>
<TOTAL-LIABILITY-AND-EQUITY> 9,125,047
<SALES> 0<F3>
<TOTAL-REVENUES> 438,958<F7>
<CGS> 0<F3>
<TOTAL-COSTS> 0<F4>
<OTHER-EXPENSES> 159,942<F8>
<LOSS-PROVISION> 108,801<F9>
<INTEREST-EXPENSE> 125,980<F10>
<INCOME-PRETAX> 44,235
<INCOME-TAX> 16,047
<INCOME-CONTINUING> 28,188
<DISCONTINUED> 0<F3>
<EXTRAORDINARY> 0<F3>
<CHANGES> 0<F3>
<NET-INCOME> 28,188
<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 GAINS (LOSSES) ON INVESTMENT SECURITIES, 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>
