HOUSEHOLD INTERNATIONAL INC
10-Q, 1996-05-13
PERSONAL CREDIT INSTITUTIONS
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<PAGE> 1










                              FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


(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 1-8198
                       ------


                     HOUSEHOLD INTERNATIONAL, INC.
        ------------------------------------------------------
        (Exact name of registrant as specified in its charter)



        Delaware                                 36-3121988
- ------------------------           ------------------------------------
(State of Incorporation)           (I.R.S. Employer Identification No.)



2700 Sanders Road, Prospect Heights, Illinois    60070
- ------------------------------------------------------
(Address of principal executive offices)    (Zip Code)



Registrant's telephone number, including area code:  (847) 564-5000
                                                     --------------


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 [ ]

At April 30, 1996, there were 97,341,146 shares of registrant's common stock
outstanding.<PAGE>
<PAGE> 2
Part 1.  FINANCIAL INFORMATION


1.  FINANCIAL STATEMENTS


Household International, Inc. and Subsidiaries

STATEMENTS OF INCOME
- --------------------

All dollar amounts except per share data are stated in millions.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Three months ended March 31                                         1996        1995
- ------------------------------------------------------------------------------------
<S>                                                               <C>         <C>
Finance income . . . . . . . . . . . . . . . . . . . . . . . .    $679.5      $681.7
Interest income from noninsurance investment securities. . . .      20.3        36.3
Interest expense . . . . . . . . . . . . . . . . . . . . . . .     353.4       377.4
                                                                  ------------------
Net interest margin. . . . . . . . . . . . . . . . . . . . . .     346.4       340.6
Provision for credit losses on owned receivables . . . . . . .     191.3       164.3
                                                                  ------------------
Net interest margin after provision for credit losses. . . . .     155.1       176.3
                                                                  ------------------
Securitization income. . . . . . . . . . . . . . . . . . . . .     279.4       212.8
Insurance premiums and contract revenues . . . . . . . . . . .      63.9        87.7
Investment income. . . . . . . . . . . . . . . . . . . . . . .      56.9       139.8
Fee income . . . . . . . . . . . . . . . . . . . . . . . . . .      49.9        46.8
Other income . . . . . . . . . . . . . . . . . . . . . . . . .      25.3        40.9
                                                                  ------------------
Total other revenues . . . . . . . . . . . . . . . . . . . . .     475.4       528.0
                                                                  ------------------
Salaries and fringe benefits . . . . . . . . . . . . . . . . .     131.7       145.8
Occupancy and equipment expense. . . . . . . . . . . . . . . .      52.4        59.6
Other marketing expenses . . . . . . . . . . . . . . . . . . .     100.4        91.8
Other servicing and administrative expenses. . . . . . . . . .     110.8       123.3
Policyholders' benefits. . . . . . . . . . . . . . . . . . . .      73.2       140.2
                                                                  ------------------
Total costs and expenses . . . . . . . . . . . . . . . . . . .     468.5       560.7
                                                                  ------------------
Income before income taxes . . . . . . . . . . . . . . . . . .     162.0       143.6
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . .      51.5        47.6
                                                                  ------------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . .    $110.5      $ 96.0
                                                                  ==================

Earnings per common share:
  Net income . . . . . . . . . . . . . . . . . . . . . . . . .    $110.5      $ 96.0
  Preferred dividends. . . . . . . . . . . . . . . . . . . . .      (4.1)       (6.9)
                                                                  ------------------
  Earnings available to common shareholders. . . . . . . . . .    $106.4      $ 89.1
                                                                  ==================
  Average common and common equivalent shares. . . . . . . . .      98.5        98.3
                                                                  ------------------
  Fully diluted earnings per common share. . . . . . . . . . .    $ 1.08      $  .91
                                                                  ------------------
  Primary earnings per common share . . . . . . . . . . .. . .      1.08         .91
                                                                  ------------------
Dividends declared per common share . . . . . . . . . . .. . .       .34        .315
                                                                  ------------------
</TABLE>

See notes to condensed financial statements.<PAGE>
<PAGE> 3
Household International, Inc. and Subsidiaries

BALANCE SHEETS
- --------------

In millions.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
                                                                    March 31,     December 31,
                                                                         1996             1995
- ----------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>
ASSETS
- ------
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $   274.2        $   270.4
Investment securities. . . . . . . . . . . . . . . . . . . . . .      3,898.7          4,639.5
Receivables, net . . . . . . . . . . . . . . . . . . . . . . . .     21,326.0         21,844.1
Acquired intangibles . . . . . . . . . . . . . . . . . . . . . .        561.4            578.5
Properties and equipment . . . . . . . . . . . . . . . . . . . .        380.8            391.7
Real estate owned. . . . . . . . . . . . . . . . . . . . . . . .        123.1            136.5
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .      1,328.0          1,358.1
                                                                    --------------------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .    $27,892.2        $29,218.8
                                                                    ==========================

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Debt:
  Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ 4,766.5        $ 4,708.8
  Commercial paper, bank and other borrowings. . . . . . . . . .      4,616.5          6,659.4
  Senior and senior subordinated debt (with original 
    maturities over one year). . . . . . . . . . . . . . . . . .     11,619.5         11,227.9
                                                                    --------------------------
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . .     21,002.5         22,596.1
Insurance policy and claim reserves. . . . . . . . . . . . . . .      2,393.6          2,229.3
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . .      1,515.2          1,422.5
                                                                    --------------------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .     24,911.3         26,247.9
                                                                    --------------------------
Company obligated mandatorily redeemable preferred 
  securities of subsidiary trust*  . . . . . . . . . . . . . . .         75.0             75.0

Preferred stock. . . . . . . . . . . . . . . . . . . . . . . . .        205.0            205.0
                                                                    --------------------------
Common shareholders' equity:
  Common stock . . . . . . . . . . . . . . . . . . . . . . . . .        115.2            115.2
  Additional paid-in capital . . . . . . . . . . . . . . . . . .        384.1            383.4
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . .      2,769.9          2,696.6
  Foreign currency translation adjustments . . . . . . . . . . .       (128.7)          (127.1)
  Unrealized gain on investments, net. . . . . . . . . . . . . .         28.7             94.3
  Common stock in treasury . . . . . . . . . . . . . . . . . . .       (468.3)          (471.5)
                                                                    --------------------------
Total common shareholders' equity. . . . . . . . . . . . . . . .      2,700.9          2,690.9
                                                                    --------------------------
Total liabilities and shareholders' equity . . . . . . . . . . .    $27,892.2        $29,218.8 
                                                                    ==========================
</TABLE>
* As described in note 8 to the financial statements contained in Household 
International, Inc.'s Annual Report on Form 10-K for its fiscal year ended 
December 31, 1995, the sole asset of the trust is $75 million of 8.25 
percent Junior Subordinated Notes due June 30, 2025 issued by Household 
International, Inc.

See notes to condensed financial statements.<PAGE>
<PAGE> 4
Household International, Inc. and Subsidiaries

STATEMENTS OF CASH FLOWS
- ------------------------

In millions.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Three months ended March 31                                                     1996           1995 
- ---------------------------------------------------------------------------------------------------
<S>                                                                        <C>            <C>
CASH PROVIDED BY OPERATIONS
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $   110.5      $    96.0
Adjustments to reconcile net income to cash provided by operations:
  Provision for credit losses on owned receivables . . . . . . . . . .         191.3          164.3
  Insurance policy and claim reserves  . . . . . . . . . . . . . . . .           7.8          111.3
  Depreciation and amortization  . . . . . . . . . . . . . . . . . . .          53.2           70.3
  Net realized gains from sales of assets. . . . . . . . . . . . . . .         (3.4)           (4.1)
  Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         177.8          (25.7)
                                                                           ------------------------
Cash provided by operations. . . . . . . . . . . . . . . . . . . . . .         537.2          412.1
                                                                           ------------------------
INVESTMENTS IN OPERATIONS
Investment securities:
  Purchased  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (1,044.3)        (618.0)
  Matured. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         146.2          269.4 
  Sold   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,372.6          469.6 
Short-term investment securities, net change . . . . . . . . . . . . .         153.9         (652.8)
Receivables, excluding Visa*/MasterCard*
  Originated or purchased  . . . . . . . . . . . . . . . . . . . . . .      (3,091.5)      (2,840.0)
  Collected  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,854.8        1,743.3
  Sold   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,186.6          685.2
Visa/MasterCard receivables:
  Originated or collected, net . . . . . . . . . . . . . . . . . . . .      (4,858.6)      (4,226.8)
  Purchased. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (71.5)             -
  Sold   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,278.6        4,747.9
Disposition of banking organizations:
  Assets sold, net . . . . . . . . . . . . . . . . . . . . . . . . . .             -             .2
  Deposits and other liabilities sold. . . . . . . . . . . . . . . . .             -          (13.7)
Acquisition of business. . . . . . . . . . . . . . . . . . . . . . . .         (12.7)             -
Properties and equipment purchased . . . . . . . . . . . . . . . . . .         (14.7)         (23.8)
Properties and equipment sold. . . . . . . . . . . . . . . . . . . . .           1.9            3.5
                                                                           ------------------------
Cash increase (decrease) from investments in operations. . . . . . . .         901.3         (456.0)
                                                                           ------------------------
FINANCING AND CAPITAL TRANSACTIONS
Short-term debt and demand deposits, net change. . . . . . . . . . . .      (2,051.6)         259.7 
Time certificates accepted . . . . . . . . . . . . . . . . . . . . . .         416.8          762.2 
Time certificates paid . . . . . . . . . . . . . . . . . . . . . . . .        (361.7)        (631.5)
Senior and senior subordinated debt issued . . . . . . . . . . . . . .         887.3          731.6 
Senior and senior subordinated debt retired. . . . . . . . . . . . . .        (495.6)      (1,109.7)
Policyholders' benefits paid . . . . . . . . . . . . . . . . . . . . .         (11.8)        (212.7)
Cash received from policyholders . . . . . . . . . . . . . . . . . . .         173.1          220.7 
Shareholders' dividends. . . . . . . . . . . . . . . . . . . . . . . .         (37.2)         (37.5)
Issuance of common stock . . . . . . . . . . . . . . . . . . . . . . .           1.6           10.9 
                                                                           ------------------------     
Cash decrease from financing and capital transactions. . . . . . . . .      (1,479.1)          (6.3)
                                                                           ------------------------                  

Effect of exchange rate changes on cash. . . . . . . . . . . . . . . .          44.4            7.2
                                                                           ------------------------
Increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . . .           3.8          (43.0)
Cash at January 1. . . . . . . . . . . . . . . . . . . . . . . . . . .         270.4          541.2 
                                                                           ------------------------
Cash at March 31 . . . . . . . . . . . . . . . . . . . . . . . . . . .     $   274.2      $   498.2
                                                                           ========================
Supplemental cash flow information:
Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $   349.2      $   304.1
                                                                           ------------------------
Income taxes paid (received) . . . . . . . . . . . . . . . . . . . . .         (91.2)           6.5 
                                                                           ------------------------
</TABLE>
See notes to condensed financial statements.


*VISA and MasterCard are registered trademarks of VISA USA, Inc. and 
MasterCard International, Incorporated respectively.<PAGE>
<PAGE> 5
Household International, Inc. and Subsidiaries

FINANCIAL HIGHLIGHTS
- --------------------

All dollar amounts are stated in millions.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Three months ended March 31                                                  1996                1995  
- -----------------------------------------------------------------------------------------------------
<S>                                                                      <C>                <C>
Net income   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  110.5           $    96.0
                                                                         ----------------------------
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,175.2             1,246.0
                                                                         ----------------------------  
Return on average common shareholders' equity <F1> <F2>  . . . . . . .       15.7%               15.6%
                                                                         ----------------------------
Return on average owned assets <F1>  . . . . . . . . . . . . . . . . .       1.53                1.11
                                                                         ----------------------------
Efficiency ratio, normalized <F3>  . . . . . . . . . . . . . . . . . .       52.8                58.3
                                                                         ----------------------------

All dollar amounts are stated in millions.
- -----------------------------------------------------------------------------------------------------
                                                                          March 31,      December 31,            
                                                                               1996              1995  
- -----------------------------------------------------------------------------------------------------
Assets   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $27,892.2         $29,218.8
                                                                          ---------------------------
Total shareholders' equity as a percent of owned assets <F4> . . . . .        10.69%            10.17%
                                                                          ---------------------------
Total shareholders' equity as a percent of managed assets <F4> . . . .         6.87              6.74
                                                                          ---------------------------
<FN>         
<F1>  Annualized

<F2>  Excluding the impact of Statement of Financial Accounting Standards No.
      115, "Accounting for Certain Investments in Debt and Equity Securities",
      the return on average common shareholders' equity was 16.1 percent in 
      the first quarter of 1996 and 15.1 percent in the first quarter of 1995.

<F3>  Ratio of operating expenses to net interest margin and other revenues 
      less policyholders' benefits.  The 1995 efficiency ratio has been 
      normalized to exclude certain nonrecurring items.  Including these 
      nonrecurring items, the efficiency ratio was 57.7 percent.  There were 
      no nonrecurring items in the first quarter of 1996.                          

<F4>  Includes company obligated mandatorily redeemable preferred securities 
      of subsidiary trust.
</FN>
</TABLE>
See notes to condensed financial statements.<PAGE>
<PAGE> 6
NOTES TO CONDENSED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    ------------------------------------------
    Accounting policies used in preparation of the quarterly condensed 
    financial statements are consistent with accounting policies described 
    in the notes to financial statements contained in Household 
    International, Inc.'s (the "company") Annual Report on Form 10-K for 
    its fiscal year ended December 31, 1995.  The information furnished 
    herein reflects all adjustments which are, in the opinion of management, 
    necessary for a fair statement of results for the interim periods.  All 
    such adjustments are of a normal recurring nature.  Certain prior period 
    amounts have been reclassified to conform with the current period's 
    presentation.

2.  INVESTMENT SECURITIES
    ---------------------
    Investment securities consisted of the following:
    <TABLE>
    <CAPTION>
    ---------------------------------------------------------------------------------------------------------
    In millions.                                                       March 31, 1996       December 31, 1995
    ---------------------------------------------------------------------------------------------------------
                                                                 Amortized   Carrying    Amortized   Carrying
                                                                      Cost      Value         Cost      Value
    ---------------------------------------------------------------------------------------------------------
    <S>                                                           <C>        <C>          <C>        <C>
    AVAILABLE-FOR-SALE INVESTMENTS
    Marketable equity securities . . . . . . . . . . . . . . . .  $  276.9   $  275.5     $  321.6   $  327.1
    Corporate debt securities. . . . . . . . . . . . . . . . . .   1,596.7    1,645.3      1,433.2    1,560.0
    Government debt securities . . . . . . . . . . . . . . . . .     175.0      171.6        140.2      142.1
    Mortgage-backed securities . . . . . . . . . . . . . . . . .     259.4      259.5      1,046.5    1,053.7
    Policy loans . . . . . . . . . . . . . . . . . . . . . . . .     809.0      809.0        821.4      821.4
    Other. . . . . . . . . . . . . . . . . . . . . . . . . . . .     692.8      693.7        689.7      690.9
                                                                  ------------------------------------------- 
    Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . .   3,809.8    3,854.6      4,452.6    4,595.2
                                                                  ------------------------------------------- 

    Accrued investment income. . . . . . . . . . . . . . . . . .      44.1       44.1         44.3       44.3
                                                                  ------------------------------------------- 
    Total investment securities. . . . . . . . . . . . . . . . .  $3,853.9   $3,898.7     $4,496.9   $4,639.5
                                                                  ===========================================
    </TABLE>
    For available-for-sale investments, carrying value equals fair value, 
    in accordance with Statement of Financial Accounting Standards No. 115, 
    "Accounting for Certain Investments in Debt and Equity Securities."
<PAGE>
<PAGE> 7
3.  RECEIVABLES
    -----------
    Receivables consisted of the following:
    <TABLE>
    <CAPTION>
    ---------------------------------------------------------------------------------------------
                                                                     March 31,       December 31,
    In millions.                                                          1996               1995
    --------------------------------------------------------------------------------------------- 
    <S>                                                              <C>                <C>
    First mortgage . . . . . . . . . . . . . . . . . . . . . . .     $ 1,896.7          $ 2,066.9
    Home equity. . . . . . . . . . . . . . . . . . . . . . . . .       4,645.4            4,148.2
    Visa/MasterCard. . . . . . . . . . . . . . . . . . . . . . .       4,997.4            5,512.0
    Merchant participation . . . . . . . . . . . . . . . . . . .       3,740.4            3,696.2
    Other unsecured. . . . . . . . . . . . . . . . . . . . . . .       4,614.3            5,019.2
    Commercial . . . . . . . . . . . . . . . . . . . . . . . . .       1,179.3            1,289.6
                                                                     ----------------------------
    Total owned receivables. . . . . . . . . . . . . . . . . . .      21,073.5           21,732.1

    Accrued finance charges. . . . . . . . . . . . . . . . . . .         379.7              381.6
    Credit loss reserve for owned receivables. . . . . . . . . .        (758.1)            (720.4)
    Unearned credit insurance premiums and claims reserves . . .        (162.6)            (159.9)
    Amounts due and deferred from receivables sales. . . . . . .       1,326.2            1,067.7 
    Reserve for receivables serviced with limited recourse . . .        (532.7)            (457.0)
                                                                     ----------------------------
    Total owned receivables, net . . . . . . . . . . . . . . . .      21,326.0           21,844.1
    Receivables serviced with limited recourse . . . . . . . . .      15,490.3           14,884.6
                                                                     ----------------------------
    Total managed receivables, net . . . . . . . . . . . . . . .     $36,816.3          $36,728.7
                                                                     ============================


    The outstanding balance of receivables serviced with limited recourse
    consisted of the following:

    ---------------------------------------------------------------------------------------------
                                                                     March 31,       December 31,
    In millions.                                                          1996               1995 
    --------------------------------------------------------------------------------------------- 
    Home equity. . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,169.2          $ 4,661.9 
    Visa/MasterCard. . . . . . . . . . . . . . . . . . . . . . .       8,209.6            7,831.1 
    Merchant participation . . . . . . . . . . . . . . . . . . .         750.0              750.0 
    Other unsecured. . . . . . . . . . . . . . . . . . . . . . .       2,361.5            1,641.6 
                                                                     ----------------------------
    Total. . . . . . . . . . . . . . . . . . . . . . . . . . . .     $15,490.3          $14,884.6
                                                                     ============================

    The combination of receivables owned and receivables serviced with 
    limited recourse, which the company considers its managed portfolio, 
    is shown below:
    ---------------------------------------------------------------------------------------------
                                                                     March 31,       December 31,
    In millions.                                                          1996               1995
    ---------------------------------------------------------------------------------------------
    First mortgage . . . . . . . . . . . . . . . . . . . . . . .     $ 1,896.7          $ 2,066.9
    Home equity. . . . . . . . . . . . . . . . . . . . . . . . .       8,814.6            8,810.1
    Visa/MasterCard. . . . . . . . . . . . . . . . . . . . . . .      13,207.0           13,343.1
    Merchant participation . . . . . . . . . . . . . . . . . . .       4,490.4            4,446.2
    Other unsecured. . . . . . . . . . . . . . . . . . . . . . .       6,975.8            6,660.8
    Commercial . . . . . . . . . . . . . . . . . . . . . . . . .       1,179.3            1,289.6
                                                                     ---------------------------- 
    Total. . . . . . . . . . . . . . . . . . . . . . . . . . . .     $36,563.8          $36,616.7
                                                                     ============================
    </TABLE>
<PAGE>
<PAGE> 8
    The amounts due and deferred from receivables sales of $1,326.2 million 
    at March 31, 1996 included unamortized excess servicing assets and funds
    established pursuant to the recourse provisions and holdback reserves 
    for certain sales totaling $1,246.4 million.  The amounts due and 
    deferred also included customer payments not yet remitted by the 
    securitization trustee to the company.  In addition, the company has 
    made guarantees relating to certain securitizations of $191.8 million 
    plus unpaid interest and has subordinated interests in certain 
    transactions, which are recorded as receivables, for $468.1 million at 
    March 31, 1996.  The company has an agreement with a "AAA"-rated third 
    party who will indemnify the company for up to $21.2 million in losses 
    relating to certain securitization transactions.  The company maintains 
    credit loss reserves pursuant to the recourse provisions for receivables 
    serviced with limited recourse which are based on estimated probable 
    losses under such provisions.  These reserves totaled $532.7 million 
    at March 31, 1996 and represent the company's best estimate of probable 
    losses on receivables serviced with limited recourse.

    See Note 4, "Credit Loss Reserves" for an analysis of credit loss 
    reserves for receivables.  See "Management's Discussion and Analysis" 
    on pages 15 and 16 for additional information related to the credit 
    quality of receivables.  Effective January 1, 1996, other unsecured 
    receivables in the United States and Canadian consumer finance 
    operations are charged off if an account is nine months contractually 
    delinquent and minimum payments have not been received in six months.  
    In any event, these receivables are charged off when the accounts are 
    18 months contractually delinquent.  Previously, such accounts were 
    charged off when they were nine months contractually delinquent.  
    Delinquency statistics will continue to be reported on a contractual 
    basis for these receivables.  Procedures for secured and credit card 
    receivables were unaffected.  The implementation of this new procedure 
    did not have a material impact on the company's financial statements 
    for the first quarter of 1996.

4.  CREDIT LOSS RESERVES
    --------------------
    An analysis of credit loss reserves for the three months ended March 31 
    was as follows:
    <TABLE>
    <CAPTION>
    ---------------------------------------------------------------------------------------------
    In millions.                                                                1996         1995
    ---------------------------------------------------------------------------------------------
    <S>                                                                     <C>           <C>
    Credit loss reserves for owned receivables at January 1. . . . . . . .  $  720.4      $ 546.0
    Provision for credit losses - owned receivables. . . . . . . . . . . .     191.3        164.3
    Owned receivables charged off. . . . . . . . . . . . . . . . . . . . .    (189.3)      (173.6)
    Recoveries on owned receivables  . . . . . . . . . . . . . . . . . . .      32.4         33.0
    Credit loss reserves on receivables purchased, net . . . . . . . . . .      10.1          2.6
    Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (6.8)         8.4
                                                                            ---------------------
    TOTAL CREDIT LOSS RESERVES FOR OWNED RECEIVABLES AT MARCH 31               758.1        580.7
                                                                            ---------------------
    
    Credit loss reserves for receivables serviced with
      limited recourse at January 1. . . . . . . . . . . . . . . . . . . .     457.0        336.5
    Provision for credit losses. . . . . . . . . . . . . . . . . . . . . .     209.1         62.9
    Chargeoffs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (137.5)       (86.1)
    Recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5.8          3.8
    Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (1.7)         4.0
                                                                            ---------------------
    TOTAL CREDIT LOSS RESERVES FOR RECEIVABLES SERVICED WITH
      LIMITED RECOURSE AT MARCH 31 . . . . . . . . . . . . . . . . . . . .     532.7        321.1 
                                                                            ---------------------
    TOTAL CREDIT LOSS RESERVES FOR MANAGED RECEIVABLES AT MARCH 31 . . . .  $1,290.8      $ 901.8 
                                                                            =====================  
    </TABLE>
    
5.  INCOME TAXES
    ------------
    Effective tax rates for the three months ended March 31, 1996 and 1995 
    of 31.8 and 33.1 percent, respectively, differ from the statutory federal 
    income tax rate for the respective periods primarily because of the 
    effects of (a) domestic and foreign loss carryforwards, (b) amortization 
    of intangible assets, (c) state and local income taxes and (d) leveraged 
    lease tax benefits.
<PAGE>
<PAGE> 9
6.  EARNINGS PER COMMON SHARE
    -------------------------
    Computations of earnings per common share for the three months ended 
    March 31 were as follows:
    <TABLE>
    <CAPTION>
    ----------------------------------------------------------------------------------------------------------       
                                                                                1996                      1995
                                                                   -----------------         -----------------
                                                                               Fully                     Fully
    In millions, except per share data.                           Primary    Diluted         Primary   Diluted
    ----------------------------------------------------------------------------------------------------------
    <S>                                                            <C>        <C>              <C>       <C>
    Earnings:
      Net income . . . . . . . . . . . . . . . . . . . . . . . .   $110.5     $110.5           $96.0     $96.0
      Preferred dividends. . . . . . . . . . . . . . . . . . . .     (4.1)      (4.1)           (7.0)     (6.9)
                                                                   -------------------------------------------
    Net income available to common shareholders. . . . . . . . .    106.4      106.4           $89.0     $89.1 
                                                                   ===========================================
    Average shares:
      Common . . . . . . . . . . . . . . . . . . . . . . . . . .     97.3       97.3            96.8      96.8 
      Common equivalents . . . . . . . . . . . . . . . . . . . .      1.1        1.2             1.0       1.5 
                                                                   -------------------------------------------
    Total. . . . . . . . . . . . . . . . . . . . . . . . . . . .     98.4       98.5            97.8      98.3 
                                                                   ===========================================
    Earnings per common share. . . . . . . . . . . . . . . . . .   $ 1.08     $ 1.08           $ .91     $ .91 
                                                                   ===========================================
    </TABLE>

    Common share equivalents assume exercise of stock options, if dilutive.  
    The fully diluted earnings per share computation for 1995 also assumed 
    conversion of dilutive convertible preferred stock into common 
    equivalents.  
<PAGE>
<PAGE> 10
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
    OF OPERATIONS

    OPERATIONS SUMMARY
    ------------------
    Net income for the first quarter of 1996 was $110.5 million, up 15 percent
    from $96.0 million in 1995.  Fully diluted earnings per share were $1.08 
    per share in the first quarter of 1996, up 19 percent from $.91 per share 
    in 1995.  The difference in the percentage increase between net income and
    earnings per share was attributable to lower preferred dividends in 1996
    resulting from preferred stock redemptions in the third quarter of 1995.  
    The company's annualized return on average common shareholders' equity for 
    the first quarter of 1996 was 15.7 percent compared to 15.6 percent in the 
    year-ago period.  The annualized return on average owned assets improved 
    to 1.53 percent in the 1996 first quarter, up from 1.11 percent a year ago.

    -    The following is a summary of the operating results of the company's
         businesses for the first quarter of 1996 compared to the prior year
         period:

              The domestic consumer finance business increased earnings in 
              the first quarter of 1996 primarily due to portfolio growth, 
              wider spreads and improved efficiency.

              The credit card business reported lower earnings in the first 
              quarter of 1996, as lower earnings in the private-label credit 
              card business offset slightly higher earnings in the 
              Visa*/MasterCard* business.  The private-label credit card 
              business experienced narrower spreads, due to competitive 
              pricing pressure, and higher credit costs, primarily due to 
              discontinued merchant programs.  The Visa/MasterCard business 
              reported higher net interest margin and fee income resulting
              from portfolio growth, partially offset by higher credit costs
              resulting from portfolio seasoning and increased bankruptcy 
              filings.  This business continued to benefit from the company's 
              association with the General Motors credit card ("GM Card") 
              program.

              Net income increased in the United Kingdom operation primarily 
              due to improved efficiency, as well as higher net interest 
              margin and insurance premiums resulting from managed receivable 
              growth, particularly in unsecured products.

              The Canadian operation reported a profit in the first quarter 
              of 1996 compared to a loss in the first quarter of 1995.  
              Operating results of this business benefited from improved 
              efficiency.  Net interest margin increased as a result of wider 
              spreads and a shift in product mix toward unsecured receivables.

              The commercial business reported higher earnings than a year 
              ago primarily due to gains on the sales of assets, utilization 
              of tax carryforwards, and lower credit costs, as it continued 
              to liquidate its portfolio.

    -    The company's normalized efficiency ratio improved to 52.8 percent 
         for the first quarter of 1996 compared to 58.3 percent a year ago.  
         The efficiency ratio is the ratio of operating expenses to net 
         interest margin and other revenues less policyholders' benefits 
         (operating expenses include salaries and fringe benefits, occupancy 
         and equipment expense, other marketing expenses, and other servicing 
         and administrative expenses).  The normalized efficiency ratio 
         excludes nonrecurring gains and losses and charges.  The improvement 
         over the prior year was primarily due to lower expenses resulting 
         from sales of less efficient businesses during 1995.


    *VISA and MasterCard are registered trademarks of VISA USA, Inc. and 
    MasterCard International, Incorporated respectively.<PAGE>
<PAGE> 11
    BALANCE SHEET REVIEW
    --------------------
    -    Owned consumer receivables were $19.9 billion at March 31, 1996, 
         down from $20.4 billion at December 31, 1995 and up slightly from 
         $19.1 billion at March 31, 1995.  Changes in owned receivables 
         from period to period may vary depending on the timing and 
         significance of securitization transactions.  In the first quarter 
         of 1996, the company securitized and sold, excluding replenishments 
         of certificate holder interests, $1.4 billion of Visa/MasterCard 
         and other unsecured receivables.

    -    Managed consumer receivables (owned and serviced with limited 
         recourse) were essentially flat compared to year-end 1995.  Core 
         products, which excludes first mortgages and commercial receivables, 
         increased 10 percent, annualized, in the first quarter, after 
         adjusting for seasonal runoff of holiday balances in the 
         Visa/MasterCard business.  On an annualized basis, credit cards 
         were up 11 percent, seasonally adjusted, and other unsecured 
         receivables increased 19 percent during the first quarter.  Home 
         equity receivables were flat compared to December 31, 1995.  The 
         domestic consumer finance business grew its retail home equity 
         receivable portfolio 3 percent in the first quarter of 1996, on 
         an annualized basis.

         Core products increased 18 percent over the prior year.  Other 
         unsecured receivables were 22 percent above year-ago levels, and 
         credit card receivables increased 23 percent.  In the fourth 
         quarter of 1995, the company acquired two Visa/MasterCard 
         portfolios totaling approximately $570 million.  The home equity 
         portfolio was 6 percent higher compared to a year ago.
    
    -    Credit loss reserves as a percent of managed receivables were 3.53
         percent, compared to 3.22 percent at December 31, 1995 and 2.69 
         percent at March 31, 1995.  Reserves as a percent of nonperforming 
         managed receivables were 125.3 percent compared to 111.4 percent 
         at December 31, 1995 and 102.2 percent at March 31, 1995.  Consumer 
         two-months-and-over contractual delinquency ("delinquency") as a 
         percent of managed consumer receivables was 3.60 percent, up from 
         3.46 percent at December 31, 1995 and 3.10 percent at March 31, 
         1995.  The annualized total consumer managed charge-off ratio in 
         the first quarter of 1996 was 3.24 percent, compared to 3.28 percent 
         in the prior quarter and 2.71 percent in the year-ago quarter.
  
    -    In April, 1996 the company entered into an agreement to sell its 
         remaining consumer banking operations, including $2.9 billion in 
         deposits, approximately $300 million of home equity and other 
         unsecured receivables, and 51 branches in the metropolitan Chicago 
         market.  The sale is expected to close in mid-1996.

    -    The ratio of total shareholders' equity (including company obligated
         mandatorily redeemable preferred securities of subsidiary trust) to 
         total owned assets was 10.69 percent compared to 10.17 percent at 
         December 31, 1995.  The ratio of total shareholders' equity to 
         managed assets was 6.87 percent, up from 6.74 percent at December 31, 
         1995.
        <PAGE>
<PAGE> 12
    PRO FORMA MANAGED INCOME STATEMENT
    ----------------------------------
    Securitizations and sales of consumer receivables have been, and will
    continue to be, an important source of liquidity for the company.  The
    company continues to service the securitized receivables after such
    receivables are sold and retains a limited recourse obligation. 
    Securitizations impact the classification of revenues and expenses in the
    income statement.  Amounts related to receivables serviced, including net
    interest margin, fee and other income and provision for credit losses on
    receivables serviced with limited recourse are reported as a net amount 
    in securitization income in the company's statements of income.

    Management monitors the company's operations on a managed basis as well 
    as on the historical owned basis reflected in its statements of income.  
    The managed basis assumes that the receivables securitized and sold are 
    instead still held in the portfolio.  Pro forma statements of income on 
    a managed basis are presented below.  For purposes of this analysis, the 
    results do not reflect the differences between the company's accounting 
    policies for owned receivables and receivables serviced with limited 
    recourse.  Accordingly, net income on the pro forma managed basis equals 
    net income on a historical owned basis.

Pro Forma Managed Statements of Income
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
All dollar amounts are         
stated in millions.
Three months ended March 31                                     1996        *                 1995       *
- ----------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>              <C>         <C>
Finance income . . . . . . . . . . . . . . . . . . . . .   $ 1,211.0    12.76%           $ 1,117.7   12.34%
Interest income from noninsurance
  investment securities. . . . . . . . . . . . . . . . .        20.3      .21                 36.3     .40
Interest expense . . . . . . . . . . . . . . . . . . . .       575.7     6.06                582.4    6.43
                                                           -----------------------------------------------
Net interest margin. . . . . . . . . . . . . . . . . . .       655.6     6.91                571.6    6.31
Provision for credit losses. . . . . . . . . . . . . . .       400.4     4.22                227.2    2.51
                                                           -----------------------------------------------
Net interest margin after
  provision for credit losses. . . . . . . . . . . . . .       255.2     2.69                344.4    3.80
                                                           -----------------------------------------------
Insurance premiums and
  contract revenues. . . . . . . . . . . . . . . . . . .        63.9                          87.7
Investment income. . . . . . . . . . . . . . . . . . . .        56.9                         139.8
Fee income . . . . . . . . . . . . . . . . . . . . . . .       229.2                          91.5
Other income . . . . . . . . . . . . . . . . . . . . . .        25.3                          40.9
                                                           -----------------------------------------------
Total other revenues . . . . . . . . . . . . . . . . . .       375.3                         359.9
                                                           -----------------------------------------------    
Salaries and fringe benefits . . . . . . . . . . . . . .       131.7                         145.8
Occupancy and equipment expense. . . . . . . . . . . . .        52.4                          59.6
Other marketing expenses . . . . . . . . . . . . . . . .       100.4                          91.8
Other servicing and administrative . . . . . . . . . . .
  expenses . . . . . . . . . . . . . . . . . . . . . . .       110.8                         123.3
Policyholders' benefits. . . . . . . . . . . . . . . . .        73.2                         140.2
                                                           -----------------------------------------------
Total costs and expenses . . . . . . . . . . . . . . . .       468.5                         560.7
                                                           -----------------------------------------------
Income before taxes. . . . . . . . . . . . . . . . . . .       162.0                         143.6
Income taxes . . . . . . . . . . . . . . . . . . . . . .        51.5                          47.6
                                                           -----------------------------------------------
Net income . . . . . . . . . . . . . . . . . . . . . . .   $   110.5                     $    96.0
                                                           ===============================================
Average managed receivables. . . . . . . . . . . . . . .   $36,665.6                     $33,638.1
Average noninsurance
  investments. . . . . . . . . . . . . . . . . . . . . .     1,307.3                       2,581.5
                                                           -----------------------------------------------    
Average managed interest-
  earning assets . . . . . . . . . . . . . . . . . . . .   $37,972.9                     $36,219.6
                                                           ===============================================    
</TABLE>
* As a percent, annualized, of average managed interest-earning assets.
<PAGE>
<PAGE> 13
The following discussion on revenues, where applicable, and provision for 
credit losses includes comparisons to amounts reported on the company's 
historical statements of income ("Owned Basis") as well as on the above pro 
forma statements of income ("Managed Basis").

Net interest margin
- -------------------
Net interest margin on an Owned Basis was $346.4 million for the first 
quarter of 1996, essentially unchanged compared to $340.6 million in the 
prior year.  Net interest margin on a Managed Basis was $655.6 million for 
the first quarter of 1996, up 15 percent compared to the year-ago period, 
driven by managed receivable growth.  Net interest margin as a percent of 
average managed interest-earning assets, annualized, was 6.91 percent 
compared to 6.69 percent in the previous quarter and 6.31 percent in the 
year-ago quarter.  The improvement was primarily due to wider spreads on 
variable rate products, the continued shift in product mix toward unsecured 
receivables and lower leverage.

Provision for credit losses
- ---------------------------
The provision for credit losses for receivables on an Owned Basis for the 
first quarter of 1996 totaled $191.3 million, up 16 percent from $164.3 
million in the prior year period.  The level of provision for credit losses 
on an Owned Basis may vary from quarter to quarter, depending on the amount 
of securitizations and sales of receivables in a particular period.

The provision for credit losses for receivables on a Managed Basis totaled 
$400.4 million in the first quarter of 1996, up 76 percent from $227.2 
million in the comparable period of 1995.  As a percent of average managed 
interest-earning assets, annualized, the provision increased to 4.22 percent 
from 2.51 percent in the first quarter of 1995.  The company increased credit 
loss reserves due to continued growth and seasoning of unsecured products, 
uncertainty over the economy and consumer payment patterns, and the change 
in the chargeoff policy related to certain other unsecured receivables.  In 
addition, the provision also included the over-the-life reserve requirement 
on the other unsecured receivables that were securitized in the quarter, 
which substantially offset the income recorded on the securitization, as 
discussed below.  See the credit quality section for further discussion of 
factors affecting the provision for credit losses.

Other revenues
- --------------
Securitization income on an Owned Basis consists of income associated with 
the securitizations and sales of receivables with limited recourse, including 
net interest income, fee and other income and provision for credit losses 
related to those receivables.  Securitization income on an Owned Basis 
increased over the prior year due to growth in securitized receivables, 
particularly unsecured products, which carry wider spreads.  The components 
of securitization income are reclassified to the appropriate lines in the 
statements of income on a Managed Basis.

Insurance premiums and contract revenues were lower than a year ago due to 
the sale of the individual life and annuity lines of business in the fourth 
quarter of 1995.  Insurance premiums and contract revenues of the specialty 
and credit business, which the company retained, increased 12 percent over 
the prior year due to growth in the company's domestic and United Kingdom 
receivable base.

Investment income of $56.9 million was below the year ago amount of $139.8
million due to the sale of the individual life and annuity lines of business,
including $5.7 billion of investments, in the fourth quarter of 1995.

Fee income on an Owned Basis includes revenues from fee-based products such 
as credit cards and consumer banking deposits.   Fee income was $49.9 million 
in the first quarter of 1996, up slightly from $46.8 million in the comparable 
period of the prior year.  Owned Basis interchange and other fees were higher 
in the first quarter of 1996 as a result of the increase in the amount of 
owned credit card receivables compared to the prior year.   

<PAGE>
<PAGE> 14
Fee income on a Managed Basis, which in addition to the items discussed above
includes fees and other income related to receivables serviced with limited
recourse, increased from $91.5 million in the first quarter of 1995 to $229.2 
million in 1996.  The increase was due to higher interchange and other fee 
income resulting from growth in the managed credit card portfolio and 
increased transaction volume.  Fee income also included income associated 
with the securitization and sale of other unsecured receivables during the 
quarter, which was substantially offset by the over-the-life reserve for 
estimated credit losses on those receivables as previously discussed.

Other income decreased compared to the first quarter of 1995 primarily due 
to lower servicing income from first mortgages and unsecured loans serviced 
with no recourse.  The company sold its domestic first mortgage servicing 
portfolio in the second quarter of 1995. 
    
Expenses
- --------
Salaries and fringe benefits were $131.7 million compared to $145.8 million 
in the first quarter of 1995.  The improvement was primarily due to fewer 
employees compared to the prior year as a result of actions taken throughout 
1995 to improve the operating efficiency of certain businesses and to exit 
others. 

Occupancy and equipment expense was below the year ago period primarily as 
a result of rationalization of office space and sales of businesses which 
occurred during 1995.

Other marketing expenses increased compared to the prior year as a result of
higher expenses related to the credit card portfolio.

Other servicing and administrative expenses  declined from $123.3 million in 
the first quarter of 1995 to $110.8 million while average managed receivables
increased 9 percent.

Policyholders' benefits of $73.2 million were below the first quarter of 1995
amount due to the sale of the individual life and annuity lines of business. 
Policyholders' benefits of the retained specialty and credit business were
essentially flat compared to a year ago.

CREDIT LOSS RESERVES
- --------------------
The company's credit portfolios and credit management policies are divided 
into two distinct components - consumer and commercial.  For consumer 
products, credit policies focus on product type and specific portfolio risk 
factors.  The consumer credit portfolio is diversified by product and 
geographic location.  The commercial credit portfolio is monitored on an 
individual transaction basis and is also evaluated based on overall risk 
factors.  See Note 3, "Receivables" in the accompanying financial statements 
for receivables by product type.

Total managed credit loss reserves, which include reserves for recourse
obligations for receivables sold, were as follows (in millions):
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
                                      March 31,    December 31,    March 31,
                                           1996            1995         1995
- ----------------------------------------------------------------------------
<S>                                    <C>             <C>            <C>
Owned    . . . . . . . . . . . . . .   $  758.1        $  720.4       $580.7
Serviced with limited recourse . . .      532.7           457.0        321.1
                                       -------------------------------------
Total    . . . . . . . . . . . . . .   $1,290.8        $1,177.4       $901.8
                                       =====================================
Managed credit loss reserves were up 10 percent from December 31, 1995 and 
up 43 percent from March 31, 1995.  Managed credit loss reserves as a 
percent of nonperforming managed receivables were 125.3 percent, up from 
111.4 percent at December 31, 1995 and 102.2 percent at March 31, 1995.  

Total owned and managed credit loss reserves as a percent of receivables 
were as follows:
- ----------------------------------------------------------------------------
                                      March 31,    December 31,    March 31,
                                           1996            1995         1995
- ----------------------------------------------------------------------------
Owned    . . . . . . . . . . . . . .       3.60%           3.31%        2.78%
Managed  . . . . . . . . . . . . . .       3.53            3.22         2.69
                                       -------------------------------------
/TABLE
<PAGE>
<PAGE> 15
The level of reserves for consumer credit losses is based on delinquency 
and chargeoff experience by product and judgmental factors.  The level of 
reserves for commercial credit losses is based on a regular review process 
for all commercial credits and management's evaluation of probable future 
losses in the portfolio as a whole given its geographic and industry 
diversification and historical loss experience.  Management also evaluates 
the potential impact of existing and anticipated national and regional 
economic conditions on the managed receivable portfolio when establishing 
consumer and commercial credit loss reserves.  While management allocates 
all reserves among the company's various products, all reserves are 
considered to be available to cover total loan losses.  See Note 4, "Credit 
Loss Reserves" in the accompanying financial statements for analyses of 
reserves. 

CREDIT QUALITY
- --------------
Delinquency levels in the consumer portfolio were up compared to the prior 
and year-ago quarters.  Chargeoffs were essentially unchanged compared to 
the fourth quarter of 1995 but were higher than the first quarter of 1995.

Delinquency and chargeoff levels are monitored on a managed basis which 
includes both receivables owned and receivables serviced with limited 
recourse.  The latter portfolio is included since it is subjected to 
underwriting standards comparable to the owned portfolio, is managed by 
operating personnel without regard to portfolio ownership and results in a 
similar credit loss exposure for the company.

Effective January 1, 1996, other unsecured consumer finance receivables 
in the United States and Canada are charged off if an account is nine
months contractually delinquent and minimum payments have not been 
received in six months.  In any event, these receivables are charged off 
when the accounts are 18 months contractually delinquent.  Previously, 
such accounts were charged off when they were nine months contractually 
delinquent.  Delinquency statistics will continue to be reported on a 
contractual basis for these receivables.  Procedures for secured and credit 
card receivables were unaffected.  The application of the new procedure did 
not have a significant impact on the company's delinquency statistics 
in the first quarter of 1996, but positively impacted the first quarter 
chargeoff ratio by 8 basis points.

Delinquency
- -----------
   
Two-Months-and-Over Contractual Delinquency (as a percent of managed 
consumer receivables):
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                              3/31/96      12/31/95      9/30/95       6/30/95      3/31/95
- -----------------------------------------------------------------------------------------------------------
<S>                                              <C>           <C>          <C>           <C>          <C>
First mortgage . . . . . . . . . . . . . . .     3.28%         3.29%        2.16%         1.74%        1.79%
Home equity. . . . . . . . . . . . . . . . .     3.20          3.24         3.14          2.78         2.75
Visa\MasterCard. . . . . . . . . . . . . . .     2.42          2.22         2.29          2.31         2.33
Merchant participation . . . . . . . . . . .     4.74          4.51         4.25          4.00         4.42
Other unsecured. . . . . . . . . . . . . . .     5.71          5.60         5.10          5.41         5.07
                                              -------------------------------------------------------------
Total    . . . . . . . . . . . . . . . . . .     3.60%         3.46%        3.26%         3.13%        3.10%
                                              =============================================================
</TABLE>
Delinquency as a percent of managed consumer receivables increased from the 
prior quarter and the prior year, resulting from higher delinquencies in 
credit cards and other unsecured receivables and the company's shift in 
portfolio mix away from traditional first mortgages and toward unsecured 
products.  This mix change contributed 14 basis points of the year-over-year 
increase.

<PAGE>
<PAGE> 16
Net Chargeoffs of Consumer Receivables
- --------------------------------------
Net Chargeoffs of Consumer Receivables (as a percent, annualized, of 
average managed consumer receivables):
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                               First        Fourth        Third         Second        First
                                             Quarter       Quarter      Quarter        Quarter      Quarter
                                                1996          1995         1995           1995         1995
- -----------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>          <C>            <C>
First mortgage . . . . . . . . . . .             .51%          .47%         .32%           .36%         .29%
Home equity. . . . . . . . . . . . .             .89           .95         1.12           1.04          .90 
Visa/MasterCard. . . . . . . . . . .            4.44          4.67         4.24           4.05         4.04
Merchant participation . . . . . . .            4.51          5.14         4.63           4.71         4.29
Other unsecured. . . . . . . . . . .            3.91          3.46         3.45           3.21         3.25
                                             --------------------------------------------------------------
Total    . . . . . . . . . . . . . .            3.24%         3.28%        2.97%          2.81%        2.71%
                                             ==============================================================


Net chargeoffs as a percent of average managed consumer receivables for the 
first quarter of 1996 were flat compared to the fourth quarter of 1995 but 
were up from the prior year first quarter.  Approximately 23 basis points of 
the increase over the prior year quarter was attributable to increased 
bankruptcy filings in the Visa/MasterCard portfolio.  Another 11 basis points 
of the year-over-year increase was due to the shift in portfolio mix away 
from traditional first mortgages.  The remainder of the increase was due to 
maturation of unsecured products and the impact of discontinued merchant 
programs.

Chargeoffs are a lagging indicator of credit quality and generally reflect 
prior delinquency trends. The company has increased and modified its 
collection activities. The company anticipates that chargeoff ratios will 
remain roughly in the present range before declining in late 1996.  However, 
chargeoffs in any given quarter may be affected by events such as changes 
in national or regional economic conditions and increases in personal 
bankruptcies.  Future chargeoff levels may also be impacted by the 
continuing shift in product mix to credit card and other unsecured 
receivables, which have higher chargeoff rates than secured products.

Nonperforming Assets
- --------------------
Nonperforming assets consisted of the following:

</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
In millions.                                  3/31/96      12/31/95      9/30/95       6/30/95       3/31/95
- ------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>          <C>           <C>           <C>
Nonaccrual managed receivables . . . . . . . $  740.1      $  768.5     $  711.0      $  629.3      $  558.4
Accruing managed consumer receivables   
  90 or more days delinquent . . . . . . . .    269.2         267.2        233.6         255.9         238.5
Renegotiated commercial loans. . . . . . . .     20.4          21.2         22.0          41.8          85.9 
                                             ---------------------------------------------------------------
Total nonperforming managed
  receivables. . . . . . . . . . . . . . . .  1,029.7       1,056.9        966.6         927.0         882.8
Real estate owned. . . . . . . . . . . . . .    123.1         136.5        148.7         157.1         187.8
                                             ---------------------------------------------------------------
Total nonperforming assets . . . . . . . . . $1,152.8      $1,193.4     $1,115.3      $1,084.1      $1,070.6
                                             ===============================================================
Managed credit loss reserves
  as a percent of nonperforming
  managed receivables. . . . . . . . . . . .    125.4%        111.4%       105.2%        103.3%        102.2%
                                             ---------------------------------------------------------------
</TABLE>

<PAGE>
<PAGE> 17
    Part II. OTHER INFORMATION

    Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         12    Statement of Computation of Ratio of Earnings to Fixed Charges
               and to Combined Fixed Charges and Preferred Stock Dividends.

         21    List of Household International subsidiaries.

         27    Financial Data Schedule.

    (b)  Reports on Form 8-K

         During the first quarter of 1996, the Registrant filed two Current
         Reports on Form 8-K dated January 25, 1996.  One report disclosed 
         the financial results of Household International for the quarter 
         and year ended December 31, 1995, and the other report disclosed 
         supplementary financial information for Household International 
         for the year ended December 31, 1995, as a result of the October 1, 
         1995, sale by Household Group, Inc., a wholly-owned subsidiary of 
         Household International, of Alexander Hamilton Life Insurance 
         Company of America to Jefferson-Pilot Corporation.


<PAGE>
<PAGE> 18

                            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.


                                 HOUSEHOLD INTERNATIONAL, INC.
                                 -----------------------------
                                 (Registrant)


Date:  May 13, 1996              By:  /s/ David A. Schoenholz
       ------------              ----------------------------
                                 David A. Schoenholz,
                                 Executive Vice President -
                                 Chief Financial Officer
                                 and on behalf of
                                 Household International, Inc.
<PAGE>
<PAGE> 19
                                 Exhibit Index
                                 -------------

12  Statement of Computation of Ratio of Earnings to Fixed Charges and
    to Combined Fixed Charges and Preferred Stock Dividends.

21  List of Household International subsidiaries.

27  Financial Data Schedule.



                             ----------
                             EXHIBIT 12
                             ----------


HOUSEHOLD INTERNATIONAL, INC. AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND TO COMBINED FIXED 
CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
All dollar amounts are stated in millions.
Three months ended March 31                             1996          1995
- --------------------------------------------------------------------------
<S>                                                   <C>           <C>
Net income                                            $110.5        $ 96.0
- --------------------------------------------------------------------------
Income taxes                                            51.5          47.6
- --------------------------------------------------------------------------
Fixed charges:
  Interest expense <F1>                                356.5         379.1
  Interest portion of rentals <F2>                       7.5           8.8
- --------------------------------------------------------------------------
Total fixed charges                                    364.0         387.9
- --------------------------------------------------------------------------
Total earnings as defined                             $526.0        $531.5
==========================================================================
Ratio of earnings to fixed charges                      1.45          1.37
- --------------------------------------------------------------------------
Preferred stock dividends <F3>                        $  6.0        $ 10.5
- --------------------------------------------------------------------------
Ratio of earnings to combined fixed charges
  and preferred stock dividends                         1.42          1.33
- --------------------------------------------------------------------------
<FN>
<F1>  For financial statement purposes, interest expense includes income 
      earned on temporary investment of excess funds, generally resulting 
      from over-subscriptions of commercial paper.

<F2>  Represents one-third of rentals, which approximates the portion 
      representing interest.

<F3>  Preferred stock dividends are grossed up to their pretax equivalent 
      based upon an effective tax rate of 31.8 and 33.1 percent for the 
      three months ended March 31, 1996 and 1995, respectively.
</FN>
</TABLE>


                                                   Exhibit 21

SUBSIDIARIES OF HOUSEHOLD INTERNATIONAL, INC.
- ---------------------------------------------
As of March 31, 1996, the following subsidiaries were directly or
indirectly owned by the Registrant.  Certain subsidiaries which
in the aggregate do not constitute significant subsidiaries may
be omitted.
                                                             %
                                                             Voting
                                                             Stock
                                               Organized     Owned
                                               Under         By
Names of Subsidiaries                          Laws of:      Parent
- ---------------------                          ---------     ------
Hamilton Investments, Inc.                     Delaware      100%
 Craig-Hallum Corporation                      Delaware      100%
  Craig-Hallum, Inc.                           Minnesota     100%
Household Bank, f.s.b                          U.S.          100%
 HHTS, Inc.                                    Illinois      100%
  Household Home Title Services, Inc. II       Maryland      100%
 Household Bank (SB), N.A.                     U.S.          100%
  Household Affinity Funding Corporation       Delaware      100%
 Household Service Corporation 
   of Illinois, Inc.                           Illinois      100%
  Household Insurance Services, Inc.           Illinois      100%
 Housekey Financial Corporation                Illinois      100%
  Associations Service Corporation             Indiana       100%
  Household Mortgage Services, Inc.            Delaware      100%
  Security Investment Corporation              Maryland      100%
Household Capital Corporation                  Delaware      100%
Household Commercial Canada Inc.               Canada        100%
Household Finance Corporation                  Delaware      100%
 HFC Auto Credit Corp.                         Delaware      100%
 HFC Funding Corporation                       Delaware      100%
 HFC Revolving Corporation                     Delaware      100%
 HFS Funding Corporation                       Delaware      100%
 Household Bank (Nevada), N.A.                 U.S.          100%
  Household Card Funding Corporation           Delaware      100%
  Household Receivables Funding Corporation    Nevada        100%
  Household Receivables Funding                Delaware      100%
    Corporation II
  Household Receivables Funding, Inc.          Delaware      100%   
 Household Capital Markets, Inc.               Delaware      100%
 Household Card Services, Inc.                 Nevada        100%
  Household Bank (Illinois), N.A.              U.S.          100%
 Household Consumer Loan Corporation           Nevada        100%
 Household Corporation                         Delaware      100%
 Household Credit Services, Inc.               Delaware      100%
 Household Credit Services of Mexico, Inc.     Delaware      100%

<PAGE>
                                                             %
                                                             Voting
                                                             Stock
                                               Organized     Owned
                                               Under         By
Names of Subsidiaries                          Laws of:      Parent
- ---------------------                          ---------     ------
 Household Finance Receivables Corporation II  Delaware      100%
 Household Financial Services, Inc.            Delaware      100%
 Household Group, Inc.                         Delaware      100%
  AHLIC Investment Holdings Corporation        Delaware      100%
  Household Insurance Agency, Inc.             Michigan      100%
  Household Insurance Company                  Michigan      100%
  Household Life Insurance Co. of Arizona      Arizona       100%
  Household Life Insurance Company             Michigan      100%
  Prospect Life Insurance Company              Arizona       100%
  Cal-Pacific Services, Inc.                   California    100%
  Household Business Services, Inc.            Delaware      100%
  Household Commercial Financial               Delaware      100%
   Services, Inc.
   Business Realty Inc.                        Delaware      100%
    Business Lakeview, Inc.                    Delaware      100%
   Capital Graphics, Inc.                      Delaware      100%
   Color Prelude Inc.                          Delaware      100%
   HCFS Business Equipment Corporation         Delaware      100%
   HCFS Corporate Finance Venture, Inc.        Delaware      100%
   HFC Commercial Realty, Inc.                 Delaware      100%
    G.C. Center, Inc.                          Delaware      100%
    Cast Iron Building Corporation             Delaware      100%   
    Com Realty, Inc.                           Delaware      100%
     Lighthouse Property Corporation           Delaware      100%
     MRP General, Inc.                         Delaware      100%
    Center Realty, Inc.                        Delaware      100%
    Household OPEB I, Inc.                     Illinois      100%
    Land of Lincoln Builders, Inc.             Illinois      100%
    PPSG Corporation                           Delaware      100%
    Steward's Glenn Corporation                Delaware      100%
   HFC Leasing, Inc.                           Delaware      100%
    First HFC Leasing Corporation              Delaware      100%
    Second HFC Leasing Corporation             Delaware      100%
    Valley Properties Corporation              Tennessee     100%
    Fifth HFC Leasing Corporation              Delaware      100%
    Sixth HFC Leasing Corporation              Delaware      100%
    Seventh HFC Leasing Corporation            Delaware      100%
    Eighth HFC Leasing Corporation             Delaware      100%
    Tenth HFC Leasing Corporation              Delaware      100%
    Eleventh HFC Leasing Corporation           Delaware      100%
<PAGE>
                                                             %
                                                             Voting
                                                             Stock
                                               Organized     Owned
                                               Under         By
Names of Subsidiaries                          Laws of:      Parent
- ---------------------                          ---------     ------
    Thirteenth HFC Leasing Corporation         Delaware      100%
    Fourteenth HFC Leasing Corporation         Delaware      100%
    Seventeenth HFC Leasing Corporation        Delaware      100%
    Nineteenth HFC Leasing Corporation         Delaware      100%
    Twenty-second HFC Leasing Corporation      Delaware      100%
    Twenty-sixth HFC Leasing Corporation       Delaware      100%
    Beaver Valley, Inc.                        Delaware      100%
    Hull 752 Corporation                       Delaware      100%
    Hull 753 Corporation                       Delaware      100%
    Third HFC Leasing Corporation              Delaware      100%
     Macray Corporation                        California    100%   
    Fourth HFC Leasing Corporation             Delaware      100%
     Pargen Corporation                        California    100%
    Fifteenth HFC Leasing Corporation          Delaware      100%
     Hull Fifty Corporation                    Delaware      100%
   Household Capital Investment Corporation    Delaware      100%
    B&K Corporation                            Michigan       94%
   Household Commercial of California, Inc.    California    100%
   Household Real Estate Equities, Inc.        Delaware      100%
    SPG General, Inc.                          Delaware      100%
   OLC, Inc.                                   Rhode Island  100%
    OPI, Inc.                                  Virginia      100%
   The Generra Company                         Delaware      100%
  Household Finance Consumer Discount Company  Pennsylvania  100%
   Overseas Leasing Two FSC, Ltd.              Bermuda        99%
  Household Finance Corporation II             Delaware      100%
  Household Finance Corporation of Alabama     Alabama       100%
  Household Finance Corporation of California  Delaware      100%
  Household Finance Corporation of Nevada      Delaware      100%
   Household Finance Realty Corporation of     Delaware      100%
     New York
  Household Finance Industrial Loan Company    Iowa          100%
    of Iowa
  Household Finance Realty Corporation of      Delaware      100%
    Nevada
   Household Finance Corporation III           Delaware      100%
    Amstelveen FSC, Ltd.                       Bermuda        99%
    HFC Agency of Connecticut, Inc.            Connecticut   100%
    HFC Agency of Michigan, Inc.               Michigan      100%
    Night Watch FSC, Ltd.                      Bermuda        99%


<PAGE>
                                                             %
                                                             Voting
                                                             Stock
                                               Organized     Owned
                                               Under         By
Names of Subsidiaries                          Laws of:      Parent
- ---------------------                          ---------     ------
    Household Realty Corporation               Delaware      100%
     Overseas Leasing One FSC, Ltd.            Bermuda       100%
    Overseas Leasing Four FSC, Ltd.            Bermuda        99%
    Overseas Leasing Five FSC, Ltd.            Bermuda        99%
   Household Retail Services, Inc.             Delaware      100%
    HRSI Funding, Inc.                         Nevada        100%
  Household Financial Center Inc.              Tennessee     100%
  Household Industrial Finance Company         Minnesota     100%
  Household Industrial Loan Co. of Kentucky    Kentucky      100%
  Household Insurance Agency, Inc.             Nevada        100%
  Household Recovery Services Corporation      Delaware      100%
  Household Relocation Management, Inc.        Illinois      100%
  Mortgage One Corporation                     Delaware      100%
  Mortgage Two Corporation                     Delaware      100%
  Sixty-First HFC Leasing Corporation          Delaware      100%
Household Financial Group, Ltd.                Delaware      100%
Household Global Funding, Inc.                 Delaware       78%
 Household International (U.K.) Limited        England       100%
  D.L.R.S. Limited                             Cheshire      100%
  HFC Bank plc                                 England       100%
   Hamilton Financial Planning Services 
     Limited                                   England       100%
   Hamilton Insurance Company Limited          England       100%
   Hamilton Life Assurance Co. Limited         England       100%
   HFC Pension Plan Limited                    England       100%
   Household Funding Limited                   England       100%
   Household Investments Limited               England/Wales 100%
   Household Leasing Limited                   England       100%
   Household Management Corporation Limited    England/Wales 100%
  Household Overseas Limited                   England       100%
   Household International Netherlands, B.V.   Netherlands   100%
 Household Financial Corporation Limited       Ontario       100%
  Household Finance Corporation of Canada      Canada        100%
  Household Realty Corporation Limited         Ontario       100%
  Household Trust Company                      Canada        100%
  Merchant Retail Services Limited             Ontario       100%
Household Mexico, Inc.                         Delaware      100%
Household Reinsurance Ltd.                     Bermuda       100%

U:\WP\EMP819\EDGAR\IEX21.WP1 



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE FOLLOWING SUMMARY FINANCIAL INFORMATION OF THE COMPANY AND ITS
SUBSIDIARIES IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED INFORMATION
AND FINANCIAL STATEMENTS PREVIOUSLY FILED WITH THE SECURITIES &
EXCHANGE COMMISSION.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         274,200
<SECURITIES>                                 3,898,700
<RECEIVABLES>                               21,073,500
<ALLOWANCES>                                 1,290,800
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                         871,500
<DEPRECIATION>                                 490,700
<TOTAL-ASSETS>                              27,892,200
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                     11,619,500
<COMMON>                                       115,200
                                0
                                    205,000
<OTHER-SE>                                   2,660,700
<TOTAL-LIABILITY-AND-EQUITY>                27,892,200
<SALES>                                              0
<TOTAL-REVENUES>                             1,175,200
<CGS>                                                0
<TOTAL-COSTS>                                  468,500
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               191,300
<INTEREST-EXPENSE>                             353,400
<INCOME-PRETAX>                                162,000
<INCOME-TAX>                                    51,500
<INCOME-CONTINUING>                            110,500
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   110,500
<EPS-PRIMARY>                                     1.08
<EPS-DILUTED>                                     1.08
<FN>
<F1>FINANCIAL STATEMENTS OF THE COMPANY WERE PREPARED IN ACCORDANCE WITH
FINANCIAL INSTITUTION INDUSTRY STANDARDS.  ACCORDINGLY, THE COMPANY'S
BALANCE SHEETS WERE NON-CLASSIFIED.
</FN>
        

</TABLE>


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