UNITED STATES
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, 1998
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 1-7543
FINOVA CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-1278569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 North Central Ave., P. O. Box 2209, Phoenix, AZ 85002-2209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 602/207-6900
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 such shorter period that the Registrant was
required to file such report), 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 Instructions H (i)(a)
and (b) of Form 10-Q and is therefore filing this form in the reduced format.
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of May 13, 1998, 25,000 shares of Common Stock ($1.00 par value) were
outstanding.
<PAGE>
FINOVA CAPITAL CORPORATION
TABLE OF CONTENTS
Page No.
--------
PART I FINANCIAL INFORMATION.
Item 1. Financial Statements.
Condensed Consolidated Financial Information:
Condensed Consolidated Balance Sheet - March 31, 1998 and
December 31, 1997 1
Condensed Consolidated Income Statement - Three Months
Ended March 31, 1998 and 1997 2
Condensed Consolidated Statement of Cash Flows - Three Months
Ended March 31, 1998 and 1997 3
Notes to Interim Condensed Consolidated Financial Information 4 - 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 - 8
PART II OTHER INFORMATION.
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
- ------- --------------------
FINOVA CAPITAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 51,165 $ 33,193
Investment in financing transactions:
Loans and other financing contracts 6,152,480 5,955,984
Factored receivables 707,236 750,399
Operating leases 711,669 712,927
Leveraged leases 608,957 619,557
Direct financing leases 334,126 360,589
Financing contracts held for sale 153,421 --
----------- -----------
8,667,889 8,399,456
Less reserve for credit losses (175,967) (177,088)
----------- -----------
Investment in financing transactions - net 8,491,922 8,222,368
Goodwill and other assets 530,992 502,362
----------- -----------
$ 9,074,079 $ 8,757,923
=========== ===========
LIABILITIES:
Accounts payable and accrued expenses $ 94,046 $ 124,491
Due to clients 239,157 278,571
Interest payable 38,588 52,643
Senior debt 7,115,327 6,764,581
Deferred income taxes 294,826 277,569
----------- -----------
7,781,944 7,497,855
----------- -----------
SHAREOWNER'S EQUITY:
Common stock, $1.00 par value, 100,000 shares
authorized, 25,000 shares issued 25 25
Additional capital 870,490 870,485
Retained income 421,688 389,568
Cumulative translation adjustments (68) (10)
----------- -----------
1,292,135 1,260,068
=========== ===========
$ 9,074,079 $ 8,757,923
=========== ===========
</TABLE>
See notes to interim consolidated financial information.
1
<PAGE>
FINOVA CAPITAL CORPORATION
CONDENSED CONSOLIDATED INCOME STATEMENT
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1998 1997
--------- ---------
<S> <C> <C>
Interest and income earned from financing transactions $ 203,736 $ 183,328
Operating lease income 32,663 25,965
Interest expense (110,572) (97,172)
Depreciation (17,170) (16,449)
--------- ---------
Interest margins earned 108,657 95,672
Volume-based fee income 22,156 7,784
--------- ---------
130,813 103,456
Provision for credit losses (9,500) (8,000)
--------- ---------
Net interest margins earned 121,313 95,456
Gains on disposal of assets 1,223 3,233
--------- ---------
122,536 98,689
Selling, administrative and other operating expenses (56,958) (45,878)
--------- ---------
Income before income taxes 65,578 52,811
Income taxes (25,555) (19,998)
--------- ---------
Net Income $ 40,023 $ 32,813
========= =========
</TABLE>
See notes to interim consolidated financial information.
2
<PAGE>
FINOVA CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1998 1997
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 40,023 $ 32,813
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses 9,500 8,000
Depreciation and amortization 22,905 20,683
Gains on sale of assets (1,223) (3,233)
Deferred income taxes 17,257 13,669
Change in assets and liabilities, net of effects from subsidiaries
purchased (75,750) (37,906)
Other 327 (1,178)
--------- ---------
Net cash provided by operating activities 13,039 32,848
--------- ---------
INVESTING ACTIVITIES:
Proceeds from sale of assets 48,955 43,548
Principal collections on financing transactions 475,015 444,660
Expenditures for financing transactions (533,579) (480,785)
Net change in short-term financing transactions and financing
contracts held for sale (286,216) (206,743)
Other 824 1,342
--------- ---------
Net cash used in investing activities (295,001) (197,978)
--------- ---------
FINANCING ACTIVITIES:
Net borrowings under commercial paper and short-term loans 473,796 447,494
Long-term borrowings 100,000 5,625
Repayment of long-term borrowings (223,430) (292,768)
Net advances to and contributions from parent (3,115) (31,380)
Dividends (7,903) (6,588)
Net change in due to clients (39,414) 78,903
--------- ---------
Net cash provided by financing activities 299,934 201,286
--------- ---------
Increase in cash and cash equivalents 17,972 36,156
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 33,193 31,285
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 51,165 $ 67,441
========= =========
</TABLE>
See notes to interim consolidated financial information.
3
<PAGE>
FINOVA CAPITAL CORPORATION
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
NOTE A BASIS OF PRESENTATION
- ------------------------------
The consolidated financial statements present the financial position,
results of operations and cash flows of FINOVA Capital Corporation and its
subsidiaries (collectively, "FINOVA" or the "Company"). FINOVA is a wholly owned
subsidiary of the FINOVA Group Inc.
The interim consolidated financial information is unaudited. In the
opinion of management all adjustments, consisting of normal recurring items,
necessary to present fairly the financial position as of March 31, 1998, and the
results of operations and cash flows for the three months ended March 31, 1998
and 1997, have been included. Interim results of operations are not necessarily
indicative of the results of operations for the full year.
Previously, volume-based fees, which represent fees generated by the
Inventory, Factoring and Realty Capital lines of business, were classified as a
component of the interest and income earned from financing transactions.
Commencing in 1998, the Company has reported these amounts as a separate item
and reclassified prior period amounts accordingly. This change in classification
has no effect on previously reported net income.
NOTE B SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," which is effective for fiscal years beginning after
December 15, 1997. The statement changes the reporting of certain items
currently reported in the shareowner's equity section of the balance sheet and
establishes standards for reporting of comprehensive income and its components
in a full set of general-purpose financial statements. The company has adopted
this standard effective January 1, 1998. Total comprehensive income was
$39,965,000 and $31,222,000 for the three months ended March 31, 1998 and 1997,
respectively. The primary component of comprehensive income other than net
income was foreign currency translation.
NOTE C PORTFOLIO QUALITY
- --------------------------
The following table presents a distribution (by line of business) of
the Company's investment in financing transactions before the reserve for credit
losses at the dates indicated.
4
<PAGE>
INVESTMENT IN FINANCING TRANSACTIONS
BY LINE OF BUSINESS
MARCH 31, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
Revenue Accruing Nonaccruing
-------------------------------- ------------------------------
Repos-
sessed Repos- Leases Total
Original Impaired Assets sessed & Carrying
Rate (1) (2) Impaired Assets Other Amount %
-------------------------------- ------------------------------ ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Transportation Finance (3 & 4) $ 1,676,211 $ $ $ $ $ $ 1,676,211 19.3
Resort Finance (4) 1,150,958 14,400 32,403 1,197,761 13.8
Corporate Finance (4) 804,064 921 30,457 835,442 9.6
Communications Finance (4) 712,751 8,859 24,427 746,037 8.6
Specialty Real Estate Finance 576,346 21,224 40,289 7,535 7,722 195 653,311 7.5
Rediscount Finance (4) 601,552 5,306 606,858 7.0
Commercial Equipment Finance 583,022 1,748 4,064 8,169 2,190 2,795 601,988 7.0
Healthcare Finance 539,269 5,554 548 545,371 6.3
Inventory Finance (4) 524,761 5,603 530,364 6.1
Franchise Finance (4) 470,233 780 6,254 300 477,567 5.5
Factoring Services 210,347 23,592 1,023 234,962 2.7
Business Credit 200,774 7,589 208,363 2.4
Public Finance 136,031 136,031 1.6
Realty Capital (5) 153,421 153,421 1.8
Other (6) 40,597 23,605 64,202 0.8
----------- --------- -------- --------- -------- -------- ----------- -----
TOTAL (4) $ 8,380,337 $ 33,532 $ 58,753 $ 124,486 $ 43,338 $ 27,443 $ 8,667,889 100.0
=========== ========= ======== ========= ======== ======== =========== =====
</TABLE>
- ---------------------------------------
NOTES:
(1) Represents original or renegotiated market rate terms, excluding impaired
transactions.
(2) The Company earned income totaling $0.9 million on repossessed assets
during the three months ended March 31, 1998, including $0.7 million in
Specialty Real Estate Finance, and $0.2 million in Resort Finance.
(3) Transportation Finance includes $343.4 million of aircraft financing
business originated in the London office.
(4) Excludes $464.5 million of assets securitized and participations sold which
the Company manages, including securitizations of $300.0 million in
Corporate Finance and $36.0 million in Franchise Finance and participations
sold of $41.0 million in Corporate Finance, $67.8 million in Communications
Finance, $8.2 million in Transportation Finance, $4.7 million in Rediscount
Finance, $5.4 million in Resort Finance and $1.4 million in Inventory
Finance.
(5) Represents financing contracts held for sale.
(6) Includes London-based FINOVA Capital Limited and other.
____________________
5
<PAGE>
Reserve for Credit Losses:
The reserve for credit losses at March 31, 1998 represents 2.0% of the
Company's investment in financing transactions and securitized assets. Changes
in the reserve for credit losses were as follows:
Three Months Ended
March 31,
---------------------------
1998 1997
---------- ----------
(Dollars in Thousands)
Balance, beginning of period $ 177,088 $ 148,693
Provision for credit losses 9,500 8,000
Write-offs (13,912) (5,300)
Recoveries 806 1,211
Other 2,485 (59)
---------- ----------
Balance, end of period $ 175,967 $ 152,545
========== ==========
A specific impairment reserve of $28.6 million at March 31, 1998
applies to $158.0 million of impaired loans. The remaining $147.4 million of the
reserve for credit losses is designated for general purposes and represents
management's best estimate of potential losses in the portfolio considering
delinquencies, loss experience and collateral. Additions to the general and
specific reserves are reflected in current operations. Management may transfer
reserves between the general and specific reserves as considered necessary.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------------
RESULTS OF OPERATIONS.
---------------------
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1998
TO THE THREE MONTHS ENDED MARCH 31, 1997
The following discussion relates to FINOVA Capital Corporation and its
subsidiaries (collectively, "FINOVA" or the "Company"). FINOVA is a wholly owned
subsidiary of The FINOVA Group Inc. ("FINOVA Group").
Results of Operations
Net income for the three months ended March 31, 1998 was $40.0 million
compared to $32.8 million for the three months ended March 31, 1997.
Interest margins earned. Interest margins earned represents the
difference between (a) interest and income earned from financing transactions
and operating lease income and (b) interest expense and depreciation on
operating leases. Interest margins earned were $108.7 million for the first
three months of 1998, an increase of 14% over interest margins earned of $95.7
million for the first quarter of 1997. The increase was primarily due to a 16%
increase in managed assets to $9.13 billion at March 31, 1998 from $7.86 billion
at March 31, 1997.
6
<PAGE>
As a percentage of average earning assets (average managed assets less
nonearning assets and deferred taxes on leveraged leases), interest margins
earned were 5.4% for the three months ended March 31, 1998 compared to 5.5% for
the first three months of 1997. The slight decrease in margin percentage was
partially due to growth in earning assets occurring later in the quarter in 1998
than in 1997.
Volume-based fee income. Volume-based fee income is generated by
FINOVA's Inventory, Factoring and Realty Capital lines of business. These fees
are predominately based on volume originated rather than the balance of
outstanding financing transactions during the period. For the three months ended
March 31, 1998, volume-based fee income was $22.2 million compared to $7.8
million in the first quarter of 1997. Fee-based volume for the first three
months of 1998 totaled $1.8 billion compared to $0.8 billion in the same period
one year ago. Included in the first quarter of 1998 were fees associated with
FINOVA Realty Capital and the Inventory Finance portfolio purchased from AT&T
Capital Corp., both of which were acquired in the fourth quarter of 1997.
Provision for credit losses. The provision for credit losses increased
to $9.5 million for the three months ended March 31, 1998 compared to $8.0
million for the first quarter of 1997. The increase is primarily attributable to
an increase in managed assets. Write-offs during the first three months of 1998
totaled $13.9 million, compared to $5.3 million in the first quarter of 1997,
and included approximately $9.2 million of loans, relating primarily to the
Factoring line of business, for which a specific reserve had previously been
provided.
Gains on disposal of assets. Gains on the disposal of assets were $1.2
million in the first quarter of 1998, compared to $3.2 million during the same
period a year ago. Gains on disposal primarily relate to the sale of assets
coming off lease. While, in the aggregate, FINOVA historically recognizes gains
on such disposals, the timing and amount of these gains is sporadic in nature.
There can be no assurance FINOVA will recognize such gains in the future,
depending, in part, on market conditions at the time of sale.
Selling, administrative and other operating expenses. Selling,
administrative and other operating expenses ("operating expenses") were
generally higher in all major categories and increased to $57.0 million during
the first three months of 1998 compared to $45.9 million for the three months
ended March 31, 1997, an increase of 24%. A primary reason for this increase was
the growth in managed assets during the year. Also contributing to the increase
was the addition of FINOVA Realty Capital which has a higher operating cost
structure than FINOVA, including over 80 business development officers and the
associated support staff. Notwithstanding, operating expenses were 43.5% of
interest margins and fees earned for the quarter ended March 31, 1998 compared
to 44.3% for the first quarter of 1997.
Income taxes. Income taxes were higher in the first quarter of 1998
than the first quarter of 1997 primarily due to the increase in pre-tax income.
In addition, the effective tax rate for the quarter ended March 31, 1998 was
39.0% compared to 37.9% in the first three months of 1997. The increase in
effective rate was primarily the result of lower levels of non-taxable municipal
income and higher state taxes.
7
<PAGE>
Financial Condition, Liquidity and Capital Resources
At March 31, 1998, managed assets totaled $9.13 billion compared to
$8.86 billion at December 31, 1997. Included in managed assets at March 31, 1998
are $8.67 billion in funds employed (including $153 million of financing
contracts held for sale generated by FINOVA Realty Capital), $336 million of
securitized assets managed by FINOVA and $129 million of participations sold to
third parties. The increase in managed assets was due to funded new business of
$692 million for the three months ended March 31, 1998, compared to $612 million
for the quarter ended March 31, 1997, partially offset by normal portfolio
amortization and prepayments.
The reserve for credit losses decreased slightly to $176.0 million at
March 31, 1998 from $177.0 million at December 31, 1997. The reserve at the end
of 1997 included amounts for certain specifically reserved accounts,
approximately $9.2 million of which were written off in the first quarter of
1998. At March 31, 1998, the reserve for credit losses represents 2.0% of ending
managed assets (excluding participations), the same percentage as year-end.
Non-accruing assets at March 31, 1998 increased to $195.3 million, or 2.2% of
ending managed assets (excluding participations), compared to $187.4 million, or
2.1% of ending managed assets (excluding participations) at year end.
At March 31, 1998, FINOVA had $7.12 billion of debt outstanding
compared to $6.76 billion at December 31, 1997. Included in debt at March 31,
1998 is approximately $3.6 billion of commercial paper and short-term borrowings
supported by unused long-term revolving-credit agreements. FINOVA's debt at the
end of the first quarter of 1998 is 5.51 times the company's equity base of
$1.29 billion. At year-end 1997, FINOVA's debt was 5.37 times the equity base of
$1.26 billion.
Growth in funds employed is financed by FINOVA's internally generated
funds and new borrowings. During the three months ended March 31, 1998, FINOVA
issued $100 million of new long-term borrowings and recognized a net increase in
commercial paper outstanding of $474 million. During the same period, FINOVA
repaid $223 million of long-term borrowings.
Recent Developments and Business Outlook
FINOVA continues to seek new business by emphasizing customer service,
providing competitive interest rates and focusing on selected market niches.
Additionally, FINOVA continues to evaluate potential acquisition opportunities
it believes are consistent with its business strategies. The company continues
to integrate the fourth quarter acquisitions of the business of Belgravia
Capital Corporation and the inventory finance portfolio acquired from AT&T
Capital Corporation.
8
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
- ------- ---------------------------------
(a) The following exhibits are filed herewith:
Exhibit No. Document
------------- -------------------------------------------------
12 Computation of Ratio of Income to Combined Fixed
Charges (interim period).
27.1 Financial Data Schedule for the three months
ended March 31, 1998.
27.2 Restated Financial Data Schedule for the quarters
ended September 30, 1997, June 30, 1997 and March
31, 1997.
27.3 Restated Financial Data Schedule for the quarters
ended September 30, 1996, June 30, 1996 and March
31, 1996.
27.4 Restated Financial Data Schedule for the years
ended December 31, 1996 and 1995.
(b) Reports on Form 8-K:
A Report on Form 8-K, dated April 22, 1998, was filed by
Registrant which reported under Items 5 and 7 the revenues, net
income and selected financial data and ratios for the first quarter
ended March 31, 1998 (unaudited).
9
<PAGE>
FINOVA CAPITAL CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FINOVA CAPITAL CORPORATION
(Registrant)
Dated: May 13, 1998 By: /s/ Bruno A. Marszowski
--------------------------------------------------
Bruno A. Marszowski, Senior Vice President, Chief
Financial Officer and Controller
Principal Financial and Accounting Officer
10
<PAGE>
FINOVA CAPITAL CORPORATION
COMMISSION FILE NUMBER 1-7543
EXHIBIT INDEX
MARCH 31, 1998 FORM 10-Q
Exhibit No. Document
------------- -------------------------------------------------
12 Computation of Ratio of Income to Combined Fixed
Charges (interim period).
27.1 Financial Data Schedule for the three months
ended March 31, 1998.
27.2 Restated Financial Data Schedule for the quarters
ended September 30, 1997, June 30, 1997 and March
31, 1997.
27.3 Restated Financial Data Schedule for the quarters
ended September 30, 1996, June 30, 1996 and March
31, 1996.
27.4 Restated Financial Data Schedule for the years
ended December 31, 1996 and 1995.
11
EXHIBIT 12
FINOVA CAPITAL CORPORATION
COMPUTATION OF RATIO OF INCOME TO COMBINED FIXED CHARGES
(Dollars in Thousands)
Three Months Ended
March 31,
-----------------------
1998 1997
-------- --------
Income before income taxes $ 65,578 $ 52,811
Add fixed charges:
Interest expense 110,572 97,172
One-third rentals 926 694
-------- --------
Total combined fixed charges 111,498 97,866
-------- --------
Income as adjusted $177,076 $150,677
-------- --------
Ratio of income to fixed charges 1.59 1.54
======== ========
12
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 51,165
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 8,667,889
<ALLOWANCE> 175,967
<TOTAL-ASSETS> 9,074,079
<DEPOSITS> 0
<SHORT-TERM> 0
<LIABILITIES-OTHER> 666,617
<LONG-TERM> 7,115,327
0
0
<COMMON> 25
<OTHER-SE> 1,292,110
<TOTAL-LIABILITIES-AND-EQUITY> 9,074,079
<INTEREST-LOAN> 236,399
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 110,572
<INTEREST-INCOME-NET> 108,657
<LOAN-LOSSES> 9,500
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 56,958
<INCOME-PRETAX> 65,578
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,023
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 5.4
<LOANS-NON> 195,267
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 177,088
<CHARGE-OFFS> 13,912
<RECOVERIES> 806
<ALLOWANCE-CLOSE> 175,967
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<EXCHANGE-RATE> 1 1 1
<CASH> 67,441 49,621 42,565
<INT-BEARING-DEPOSITS> 0 0 0
<FED-FUNDS-SOLD> 0 0 0
<TRADING-ASSETS> 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 0 0 0
<INVESTMENTS-CARRYING> 0 0 0
<INVESTMENTS-MARKET> 0 0 0
<LOANS> 7,479,373 7,826,196 8,075,600
<ALLOWANCE> 152,545 159,747 167,754
<TOTAL-ASSETS> 7,791,801 8,116,179 8,358,122
<DEPOSITS> 0 0 0
<SHORT-TERM> 0 0 0
<LIABILITIES-OTHER> 687,137 655,895 705,132
<LONG-TERM> 6,010,987 6,338,122 6,502,512
0 0 0
0 0 0
<COMMON> 25 25 25
<OTHER-SE> 1,093,652 1,122,137 1,150,453
<TOTAL-LIABILITIES-AND-EQUITY> 7,791,801 8,116,179 8,358,122
<INTEREST-LOAN> 209,293 429,193 656,991
<INTEREST-INVEST> 0 0 0
<INTEREST-OTHER> 0 0 0
<INTEREST-TOTAL> 0 0 0
<INTEREST-DEPOSIT> 0 0 0
<INTEREST-EXPENSE> 97,172 199,055 304,647
<INTEREST-INCOME-NET> 95,672 196,079 300,558
<LOAN-LOSSES> 8,000 26,300 48,300
<SECURITIES-GAINS> 0 0 0
<EXPENSE-OTHER> 45,878 92,490 137,263
<INCOME-PRETAX> 52,811 107,361 163,331
<INCOME-PRE-EXTRAORDINARY> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 32,813 67,510 103,377
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
<YIELD-ACTUAL> 5.5 5.5 5.6
<LOANS-NON> 158,255 165,885 173,390
<LOANS-PAST> 0 0 0
<LOANS-TROUBLED> 0 0 0
<LOANS-PROBLEM> 0 0 0
<ALLOWANCE-OPEN> 148,693 148,693 148,693
<CHARGE-OFFS> 5,300 16,858 31,263
<RECOVERIES> 1,211 1,634 2,098
<ALLOWANCE-CLOSE> 152,545 159,747 167,754
<ALLOWANCE-DOMESTIC> 0 0 0
<ALLOWANCE-FOREIGN> 0 0 0
<ALLOWANCE-UNALLOCATED> 0 0 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<RESTATED>
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JAN-01-1996 JAN-01-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<EXCHANGE-RATE> 1 1 1
<CASH> 21,651 23,250 58,862
<INT-BEARING-DEPOSITS> 0 0 0
<FED-FUNDS-SOLD> 0 0 0
<TRADING-ASSETS> 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 0 0 0
<INVESTMENTS-CARRYING> 0 0 0
<INVESTMENTS-MARKET> 0 0 0
<LOANS> 6,442,945 6,697,013 7,058,306
<ALLOWANCE> 133,403 136,917 144,293
<TOTAL-ASSETS> 7,156,032 7,465,873 7,900,319
<DEPOSITS> 0 0 0
<SHORT-TERM> 0 0 0
<LIABILITIES-OTHER> 544,380 596,584 627,825
<LONG-TERM> 5,736,159 5,970,459 6,350,043
0 0 0
0 0 0
<COMMON> 25 25 25
<OTHER-SE> 875,468 898,805 922,426
<TOTAL-LIABILITIES-AND-EQUITY> 7,156,032 7,465,873 7,900,319
<INTEREST-LOAN> 183,921 370,176 567,578
<INTEREST-INVEST> 0 0 0
<INTEREST-OTHER> 0 0 0
<INTEREST-TOTAL> 0 0 0
<INTEREST-DEPOSIT> 0 0 0
<INTEREST-EXPENSE> 88,224 177,942 269,571
<INTEREST-INCOME-NET> 78,419 160,331 250,857
<LOAN-LOSSES> 11,624 19,500 31,164
<SECURITIES-GAINS> 0 0 0
<EXPENSE-OTHER> 37,587 72,075 110,644
<INCOME-PRETAX> 42,669 89,912 138,172
<INCOME-PRE-EXTRAORDINARY> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 27,121 55,242 85,005
<EPS-PRIMARY> 0 0 0
<EPS-DILUTED> 0 0 0
<YIELD-ACTUAL> 5.2 5.3 5.4
<LOANS-NON> 167,454 174,859 172,766
<LOANS-PAST> 0 0 0
<LOANS-TROUBLED> 0 0 0
<LOANS-PROBLEM> 22,031 22,523 38,755
<ALLOWANCE-OPEN> 129,077 129,077 129,077
<CHARGE-OFFS> 7,858 15,240 24,018
<RECOVERIES> 581 1,482 1,918
<ALLOWANCE-CLOSE> 133,403 136,917 144,293
<ALLOWANCE-DOMESTIC> 0 0 0
<ALLOWANCE-FOREIGN> 0 0 0
<ALLOWANCE-UNALLOCATED> 0 0 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<RESTATED>
<MULTIPLIER> 1000
<CURRENCY> U.S. Dollars
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<EXCHANGE-RATE> 1 1
<CASH> 31,285 90,329
<INT-BEARING-DEPOSITS> 0 0
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 0 0
<INVESTMENTS-CARRYING> 0 0
<INVESTMENTS-MARKET> 0 0
<LOANS> 7,298,759 6,348,079
<ALLOWANCE> 148,693 129,077
<TOTAL-ASSETS> 7,551,926 7,063,835
<DEPOSITS> 0 0
<SHORT-TERM> 0 0
<LIABILITIES-OTHER> 632,660 558,888
<LONG-TERM> 5,850,223 5,649,368
0 0
0 0
<COMMON> 25 25
<OTHER-SE> 1,069,018 855,554
<TOTAL-LIABILITIES-AND-EQUITY> 7,551,926 7,063,835
<INTEREST-LOAN> 769,346 680,912
<INTEREST-INVEST> 0 0
<INTEREST-OTHER> 0 0
<INTEREST-TOTAL> 0 0
<INTEREST-DEPOSIT> 0 0
<INTEREST-EXPENSE> 366,543 337,814
<INTEREST-INCOME-NET> 340,517 287,880
<LOAN-LOSSES> 41,751 37,568
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 154,481 131,571
<INCOME-PRETAX> 185,822 150,834
<INCOME-PRE-EXTRAORDINARY> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 117,000 97,629
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
<YIELD-ACTUAL> 5.4 5.3
<LOANS-NON> 155,505 143,127
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 17,260
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 129,077 110,903
<CHARGE-OFFS> 32,017 25,631
<RECOVERIES> 3,296 2,104
<ALLOWANCE-CLOSE> 148,693 129,077
<ALLOWANCE-DOMESTIC> 0 0
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
