HOUSEHOLD FINANCE CORP
10-Q, 1994-11-14
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 September 30, 1994
                               ------------------


                             OR


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to
                               ---------------    ---------------



Commission file number 1-75
                       ------


                HOUSEHOLD FINANCE CORPORATION
   ------------------------------------------------------
   (Exact name of registrant as specified in its charter)



        Delaware                           36-1239445
- ------------------------     ------------------------------------
(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:  (708) 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 October 31, 1994, there were 1,000 shares of registrant's common
stock outstanding.

The registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with
the reduced disclosure format.<PAGE>
<PAGE> 2
Part 1.  FINANCIAL INFORMATION

1.FINANCIAL STATEMENTS

Household Finance Corporation and Subsidiaries

STATEMENTS OF INCOME
- --------------------
<TABLE>
<CAPTION>
In millions.
- ------------------------------------------------------------------------------------------------
                                                           Nine Months Ended  Three Months Ended 
                                                               September 30,       September 30, 
                                                             1994       1993       1994     1993 
- ------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>          <C>      <C>
Finance income . . . . . . . . . . . . . . . . . . .     $1,096.4   $  982.1     $381.5   $332.2 
Interest income from noninsurance investment securities      28.3       30.9       10.3     11.4 
Interest expense . . . . . . . . . . . . . . . . . .        435.2      381.6      163.3    123.1 
                                                         ---------------------------------------
Net interest margin. . . . . . . . . . . . . . . . .        689.5      631.4      228.5    220.5 
Provision for credit losses on owned receivables            344.0      370.5      126.0    145.6 
                                                         ---------------------------------------
Net interest margin after provision for credit losses       345.5      260.9      102.5     74.9 
                                                         ---------------------------------------
Securitization and servicing fee income                     265.3      291.2       92.9    103.7 
Insurance premiums and contract revenues                    157.7      182.2       21.9     66.8 
Investment income. . . . . . . . . . . . . . . . . .        381.6      421.9      127.1    153.1 
Fee income . . . . . . . . . . . . . . . . . . . . .         58.4       41.9       22.1     15.9 
Other income . . . . . . . . . . . . . . . . . . . .         42.7       44.4       19.0     15.4 
                                                         ---------------------------------------
Total other revenues . . . . . . . . . . . . . . . .        905.7      981.6      283.0    354.9 
                                                         ---------------------------------------
Net interest margin after provision for credit losses
  and other revenues . . . . . . . . . . . . . . . .      1,251.2    1,242.5      385.5    429.8 
                                                         ---------------------------------------
Operating expenses . . . . . . . . . . . . . . . . .        652.5      634.5      205.7    219.3 
Policyholders' benefits. . . . . . . . . . . . . . .        328.9      388.5       80.7    133.7 
                                                         ---------------------------------------
Total costs and expenses . . . . . . . . . . . . . .        981.4    1,023.0      286.4    353.0 
                                                         ---------------------------------------
Income before income taxes . . . . . . . . . . . . .        269.8      219.5       99.1     76.8 
Income taxes . . . . . . . . . . . . . . . . . . . .         88.2       70.3       32.6     26.6 
                                                         ---------------------------------------
Net income . . . . . . . . . . . . . . . . . . . . .     $  181.6   $  149.2     $ 66.5   $ 50.2 
                                                         =======================================
See notes to condensed financial statements.
/TABLE
<PAGE>
<PAGE> 3
Household Finance Corporation and Subsidiaries

BALANCE SHEETS
- --------------
<TABLE>
<CAPTION>
In millions.
- -----------------------------------------------------------------------
                                            September 30,  December 31,
                                                     1994          1993
- -----------------------------------------------------------------------
<S>                                             <C>           <C>
ASSETS
- ------
Cash . . . . . . . . . . . . . . . . . . . .    $    55.1     $    27.8 
Investment securities (fair value of $7,176.9
  and $7,317.8). . . . . . . . . . . . . . .      7,099.4       7,082.0 
Finance and banking receivables. . . . . . .     10,951.5       9,338.4 
Liquidating commercial assets. . . . . . . .      1,301.2       1,555.7 
Advances to parent company and affiliates. .        536.6         361.7 
Deferred insurance policy acquisition costs.        603.3         381.6 
Acquired intangibles . . . . . . . . . . . .        344.1         246.7 
Properties and equipment . . . . . . . . . .        211.9         202.2 
Assets acquired through foreclosure. . . . .        134.7         171.9 
Other assets . . . . . . . . . . . . . . . .        660.3         482.2 
                                                -----------------------
Total assets . . . . . . . . . . . . . . . .    $21,898.1     $19,850.2 
                                                =======================

LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
Debt:
  Commercial paper, bank and other borrowings   $ 4,496.0     $ 4,321.8 
  Senior and senior subordinated debt (with 
    original maturities over one year). . .       7,966.0       6,813.7 
                                                -----------------------
Total debt . . . . . . . . . . . . . . . . .     12,462.0      11,135.5 
Insurance policy and claim reserves. . . . .      6,496.4       5,981.5 
Other liabilities. . . . . . . . . . . . . .        940.1         942.7 
                                                -----------------------
Total liabilities. . . . . . . . . . . . . .     19,898.5      18,059.7 
                                                -----------------------
Preferred stock. . . . . . . . . . . . . . .        100.0         100.0 
                                                -----------------------
Common shareholder's equity:
  Common stock and paid-in capital . . . . .        691.2         551.2 
  Retained earnings. . . . . . . . . . . . .      1,302.3       1,126.0 
  Foreign currency translation adjustments .        (23.6)        (21.8)
  Unrealized gain (loss) on investments, net        (70.3)         35.1 
                                                -----------------------
Total common shareholder's equity. . . . . .      1,899.6       1,690.5 
                                                -----------------------
Total liabilities and shareholder's equity .    $21,898.1     $19,850.2 
                                                =======================
See notes to condensed financial statements.
/TABLE
<PAGE>
<PAGE> 4
Household Finance Corporation and Subsidiaries

STATEMENTS OF CASH FLOWS
- ------------------------
<TABLE>
<CAPTION>
In millions.
- --------------------------------------------------------------------------------------------
Nine months ended September 30                                               1994       1993 
- --------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>
CASH PROVIDED BY OPERATIONS 
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   181.6  $   149.2 
Adjustments to reconcile net income to net cash provided by operations:
  Provision for credit losses on owned receivables . . . . . . . . . .      344.0      370.5 
  Insurance policy and claim reserves. . . . . . . . . . . . . . . . .      201.2      198.3 
  Depreciation and amortization. . . . . . . . . . . . . . . . . . . .      110.3      125.4 
  Net realized (gains) losses from sales of assets . . . . . . . . . .       36.1      (22.6)
  Deferred insurance policy acquisition costs. . . . . . . . . . . . .      (70.7)     (63.2)
  Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (66.9)     126.1 
                                                                        --------------------
Cash provided by operations. . . . . . . . . . . . . . . . . . . . . .      735.6      883.7 
                                                                        --------------------
INVESTMENTS IN OPERATIONS
Investment securities:
  Purchased. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (2,241.2)  (2,041.4)
  Matured. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      423.5      424.8 
  Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,370.8    1,188.4 
Short-term investment securities, net change . . . . . . . . . . . . .       70.1       38.3 
Receivables, excluding bankcard:
  Originated or purchased. . . . . . . . . . . . . . . . . . . . . . .   (5,250.2)  (4,659.1)
  Collected. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3,037.0    2,663.0 
  Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      966.8    1,224.0 
Bankcard receivables:
  Originated or collected, net . . . . . . . . . . . . . . . . . . . .   (1,862.1)  (1,942.3)
  Purchased. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (12.8)         - 
  Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1,376.8    1,444.8 
Acquisition of credit card relationships . . . . . . . . . . . . . . .     (138.1)         - 
Properties and equipment purchased . . . . . . . . . . . . . . . . . .      (22.8)     (17.6)
Properties and equipment sold. . . . . . . . . . . . . . . . . . . . .         .6        2.8  
Advances to parent company and affiliates. . . . . . . . . . . . . . .     (174.9)       9.5 
                                                                        --------------------
Cash decrease from investments in operations . . . . . . . . . . . . .   (2,456.5)  (1,664.8)
                                                                        --------------------
FINANCING AND CAPITAL TRANSACTIONS
Short-term debt, net change. . . . . . . . . . . . . . . . . . . . . .      158.1      (90.1)
Senior and senior subordinated debt issued . . . . . . . . . . . . . .    2,850.6    1,937.9 
Senior and senior subordinated debt retired. . . . . . . . . . . . . .   (1,709.3)  (1,467.0)
Policyholders' benefits paid . . . . . . . . . . . . . . . . . . . . .     (396.4)    (282.9)
Cash received from policyholders . . . . . . . . . . . . . . . . . . .      710.5      630.0 
Dividends on preferred stock . . . . . . . . . . . . . . . . . . . . .       (5.3)      (6.9)
Capital contribution from parent company . . . . . . . . . . . . . . .      140.0       70.0 
                                                                        --------------------
Cash increase from financing and capital transactions. . . . . . . . .    1,748.2      791.0 
                                                                        --------------------
Increase in cash . . . . . . . . . . . . . . . . . . . . . . . . . . .       27.3        9.9 
Cash at January 1. . . . . . . . . . . . . . . . . . . . . . . . . . .       27.8       48.7 
                                                                        --------------------
Cash at September 30 . . . . . . . . . . . . . . . . . . . . . . . . .  $    55.1  $    58.6 
                                                                        ====================
Supplemental cash flow information:
Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   459.3  $   366.5 
                                                                        ====================
Income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . .  $   170.1  $    62.7 
                                                                        ====================
See notes to condensed financial statements.
/TABLE
<PAGE>
<PAGE> 5
Household Finance Corporation and Subsidiaries

BUSINESS SEGMENT DATA
- ---------------------
<TABLE>
<CAPTION>
In millions.
- -----------------------------------------------------------------------------------------------
                                                          Nine Months Ended  Three Months Ended 
                                                              September 30,       September 30, 
                                                             1994      1993        1994    1993 
- -----------------------------------------------------------------------------------------------
<S>                                                      <C>       <C>           <C>     <C>
REVENUES
- --------
Finance and Banking. . . . . . . . . . . . . . . . .     $1,519.1  $1,397.9      $540.6  $481.1 
Individual Life Insurance. . . . . . . . . . . . . .        434.8     508.2       113.1   183.9 
                                                         --------------------------------------
Core Business. . . . . . . . . . . . . . . . . . . .      1,953.9   1,906.1       653.7   665.0 
Liquidating Commercial Lines . . . . . . . . . . . .         76.5      88.5        21.1    33.5 
                                                         --------------------------------------
Total. . . . . . . . . . . . . . . . . . . . . . . .     $2,030.4  $1,994.6      $674.8  $698.5 
                                                         ======================================
NET INCOME
- ----------
Finance and Banking. . . . . . . . . . . . . . . . .     $  149.4  $  133.2      $ 50.8  $ 47.3 
Individual Life Insurance. . . . . . . . . . . . . .         39.7      35.0        17.4    13.5 
                                                         --------------------------------------
Core Business. . . . . . . . . . . . . . . . . . . .        189.1     168.2        68.2    60.8 
Liquidating Commercial Lines . . . . . . . . . . . .         (7.5)    (19.0)       (1.7)  (10.6)
                                                         --------------------------------------
Total. . . . . . . . . . . . . . . . . . . . . . . .     $  181.6  $  149.2      $ 66.5  $ 50.2 
                                                         ======================================
Return on average owned assets - Core Business (1) .         1.31%     1.30%       1.35%   1.35%
                                                         ======================================
Return on average owned assets - Total (1) . . . . .         1.17%     1.05%       1.24%   1.01%
                                                         ======================================
Return on average common shareholder's equity -
 Core Business (1) . . . . . . . . . . . . . . . . .        19.17%    20.07%      19.42%  20.62%
                                                         ======================================
Return on average common shareholder's equity - Total (1)   13.37%    12.47%      14.30%  11.76%
                                                         ======================================
Efficiency ratio (2) . . . . . . . . . . . . . . . .         51.5%     51.8%       47.8%   49.6%
                                                         ======================================
(1)  Annualized
(2)  Operating expenses as a percent of net interest margin and total other revenues less policyholders' benefits.
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Assets                                                   September 30, 1994   December 31, 1993
- -----------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>
Finance and Banking. . . . . . . . . . . . . . . . .              $13,132.6           $11,335.5
Individual Life Insurance. . . . . . . . . . . . . .                7,464.3             6,959.0
                                                                  -----------------------------
Core Business. . . . . . . . . . . . . . . . . . . .               20,596.9            18,294.5
Liquidating Commercial Lines . . . . . . . . . . . .                1,301.2             1,555.7
                                                                  -----------------------------
Total. . . . . . . . . . . . . . . . . . . . . . . .              $21,898.1           $19,850.2
                                                                  =============================
- -----------------------------------------------------------------------------------------------
Receivables owned                                        September 30, 1994   December 31, 1993
- -----------------------------------------------------------------------------------------------
Finance and Banking. . . . . . . . . . . . . . . . .              $10,566.7           $ 8,959.9
Liquidating Commercial Lines . . . . . . . . . . . .                  932.2             1,189.9
                                                                  -----------------------------
Total. . . . . . . . . . . . . . . . . . . . . . . .              $11,498.9           $10,149.8
                                                                  =============================
- -----------------------------------------------------------------------------------------------
Receivables managed                                      September 30, 1994   December 31, 1993
- -----------------------------------------------------------------------------------------------
Finance and Banking. . . . . . . . . . . . . . . . .              $17,097.2           $16,091.0
Liquidating Commercial Lines . . . . . . . . . . . .                  932.2             1,189.9
                                                                  -----------------------------
Total. . . . . . . . . . . . . . . . . . . . . . . .              $18,029.4           $17,280.9
                                                                  =============================
See notes to condensed financial statements.
/TABLE
<PAGE>
<PAGE> 6
NOTES TO CONDENSED FINANCIAL STATEMENTS

The common stock of Household Finance Corporation ("HFC" or the
"company") is wholly owned by Household International, Inc. ("Household
International" or the "parent company").

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 the
  company's Annual Report on Form 10-K for its fiscal year ended
  December 31, 1993, as supplemented by the Current Report on Form
  8-K, filed September 16, 1994.  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
  ---------------------
  <TABLE>
  <CAPTION>
  Investment securities consisted of the following:
  --------------------------------------------------------------------------------
  In millions.                            September 30, 1994     December 31, 1993
  --------------------------------------------------------------------------------
                                         Carrying       Fair   Carrying       Fair
                                            Value      Value      Value      Value
  --------------------------------------------------------------------------------
  <S>                                    <C>        <C>        <C>        <C>
  TRADING INVESTMENTS
  Government securities and other. . .   $    8.6   $    8.6   $   11.9   $   11.9
                                         -----------------------------------------
  AVAILABLE-FOR-SALE INVESTMENTS
  Marketable equity securities:
    Common stocks. . . . . . . . . . .        34.3      34.3       18.5       18.5
    Preferred stocks . . . . . . . . .        49.5      49.5       57.7       57.7
  Corporate securities . . . . . . . .     2,277.2   2,277.2    2,047.1    2,047.1
  Government securities. . . . . . . .       203.6     203.6      326.1      326.1
  Mortgage-backed securities . . . . .       841.0     841.0    1,075.5    1,075.5
  Commercial paper . . . . . . . . . .       197.0     197.0       52.6       52.6
  Other. . . . . . . . . . . . . . . .        87.6      87.6      244.1      244.1
                                         -----------------------------------------
  Subtotal . . . . . . . . . . . . . .     3,690.2   3,690.2    3,821.6    3,821.6
                                         -----------------------------------------
  HELD-TO-MATURITY INVESTMENTS
  Corporate securities . . . . . . . .     1,801.0   1,820.6    1,739.0    1,930.7
  Government securities. . . . . . . .        23.3      21.0       23.2       25.4
  Mortgage-backed securities . . . . .       920.7     980.1      772.2      809.0
  Mortgage loans on real estate. . . .       169.5     169.5      222.4      226.0
  Policy loans . . . . . . . . . . . .        69.8      69.8       81.6       81.6
  Other. . . . . . . . . . . . . . . .       303.4     304.2      310.5      312.0
                                         -----------------------------------------
  Subtotal . . . . . . . . . . . . . .     3,287.7   3,365.2    3,148.9    3,384.7
                                         -----------------------------------------
  Accrued investment income. . . . . .       112.9     112.9       99.6       99.6
                                         -----------------------------------------
  Total investment securities. . . . .    $7,099.4  $7,176.9   $7,082.0   $7,317.8
                                         =========================================
  /TABLE
<PAGE>
<PAGE> 7
3.FINANCE AND BANKING RECEIVABLES
  -------------------------------
  <TABLE>
  <CAPTION>
  Finance and banking receivables consisted of the following:
  -----------------------------------------------------------------------------
                                                    September 30,  December 31, 
  In millions.                                               1994          1993 
  -----------------------------------------------------------------------------
  <S>                                                   <C>           <C>
  Home equity. . . . . . . . . . . . . . . . . .        $ 1,941.4     $ 1,557.1 
  Other secured. . . . . . . . . . . . . . . . .            328.2         347.1 
  Bankcard . . . . . . . . . . . . . . . . . . .          2,511.1       2,103.8 
  Merchant participation . . . . . . . . . . . .          2,393.5       2,054.4 
  Other unsecured. . . . . . . . . . . . . . . .          2,679.6       2,236.1 
  Equipment financing and other. . . . . . . . .            712.9         661.4 
                                                        -----------------------
  Receivables owned. . . . . . . . . . . . . . .         10,566.7       8,959.9 
                                                              
  Accrued finance charges. . . . . . . . . . . .            174.6         167.4 
  Credit loss reserve for owned receivables. . .           (305.6)       (279.8)
  Unearned credit insurance premiums and claims reserves    (50.2)        (49.8)
  Amounts due and deferred from receivables sales           689.3         675.2 
  Reserve for receivables serviced with limited recourse   (123.3)       (134.5)
                                                        -----------------------
  Total receivables owned, net . . . . . . . . .         10,951.5       9,338.4 
  Receivables serviced with limited recourse . .          6,530.5       7,131.1 
  Receivables serviced with no recourse. . . . .          1,098.8       1,649.5 
                                                        -----------------------
  Total receivables owned or serviced, net . . .        $18,580.8     $18,119.0 
                                                        =======================
  </TABLE>
  <TABLE>
  <CAPTION>
  The outstanding balance of receivables serviced with limited recourse consisted of the following:
  -----------------------------------------------------------------------------
                                                    September 30,  December 31, 
  In millions                                                1994          1993 
  -----------------------------------------------------------------------------
  <S>                                                   <C>           <C>
  First mortgage . . . . . . . . . . . . . . . .        $   150.0             - 
  Home equity. . . . . . . . . . . . . . . . . .          4,592.4     $ 5,029.5 
  Bankcard . . . . . . . . . . . . . . . . . . .          1,633.0       1,789.0 
  Merchant participation . . . . . . . . . . . .            155.1         312.6 
                                                        -----------------------
  Total. . . . . . . . . . . . . . . . . . . . .        $ 6,530.5     $ 7,131.1 
                                                        =======================
  </TABLE>
  <TABLE>
  <CAPTION>
  The combination of receivables owned and receivables serviced with limited recourse, which the
  company considers its managed portfolio, is shown below:
  -----------------------------------------------------------------------------
                                                    September 30,  December 31, 
  In millions.                                               1994          1993 
  -----------------------------------------------------------------------------
  <S>                                                   <C>           <C>
  First mortgage . . . . . . . . . . . . . . . .        $   150.0             - 
  Home equity. . . . . . . . . . . . . . . . . .          6,533.8     $ 6,586.6 
  Other secured. . . . . . . . . . . . . . . . .            328.2         347.1 
  Bankcard . . . . . . . . . . . . . . . . . . .          4,144.1       3,892.8 
  Merchant participation . . . . . . . . . . . .          2,548.6       2,367.0 
  Other unsecured. . . . . . . . . . . . . . . .          2,679.6       2,236.1 
  Equipment financing and other. . . . . . . . .            712.9         661.4 
                                                        -----------------------
  Receivables managed. . . . . . . . . . . . . .        $17,097.2     $16,091.0 
                                                        =======================
  </TABLE>
  Receivables serviced with no recourse consisted primarily of
  unsecured receivables at both September 30, 1994 and December 31,
  1993.  The bankcard and merchant participation managed receivable
  portfolios are serviced by an affiliate of the company.

  The amounts due and deferred from receivables sales of $689.3
  million at September 30, 1994 included unamortized excess servicing
  assets and funds established pursuant to the recourse provisions and
  holdback reserves for certain sales totaling $604.0 million.  The
  amounts due and deferred also included customer payments not yet<PAGE>
<PAGE> 8
  remitted by the securitization trustee to the company.  In addition,
  the company has made guarantees relating to certain securitizations
  of $281.3 million plus unpaid interest and has subordinated
  interests in certain transactions, which are recorded as
  receivables, for $83.9 million at September 30, 1994.  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 $123.3 million at September 30, 1994 and represent the
  company's best estimate of probable losses on receivables serviced
  with limited recourse.

  See Note 5, "Credit Loss Reserves" for an analysis of credit loss
  reserves for receivables.  See "Management's Discussion and
  Analysis" on pages 15 through 17 for additional information related
  to the credit quality of Finance and Banking receivables.

4.LIQUIDATING COMMERCIAL ASSETS
  -----------------------------
  <TABLE>
  <CAPTION>
  Liquidating commercial assets consisted of the following:
  --------------------------------------------------------------
                                     September 30,  December 31, 
  In millions.                                1994          1993 
  --------------------------------------------------------------
  <S>                                     <C>           <C>
  Receivables
    Commercial real estate . . . . . .    $  245.9      $  297.1 
    Acquisition finance and other. . .       686.3         892.8 
                                          ----------------------
  Receivables owned. . . . . . . . . .       932.2       1,189.9 
  Accrued finance charges. . . . . . .         9.7           9.2 
  Reserve for credit losses. . . . . .      (158.1)       (172.9)
                                          ----------------------
  Total receivables owned, net . . . .       783.8       1,026.2 
  Real estate owned. . . . . . . . . .       241.7         256.6 
  Other assets . . . . . . . . . . . .       275.7         272.9 
                                          ----------------------
  Total liquidating commercial assets.    $1,301.2      $1,555.7 
                                          ======================
  </TABLE>
  See Note 5, "Credit Loss Reserves" for an analysis of credit loss
  reserves for receivables.  See "Management's Discussion and
  Analysis" on page 20 for additional information related to
  the credit quality of Liquidating Commercial Assets.
<PAGE>
<PAGE> 9
5.CREDIT LOSS RESERVES
  --------------------
  <TABLE>
  <CAPTION>
  An analysis of credit loss reserves for the nine months ended September 30 is as follows:
  ----------------------------------------------------------------------------------------
  In millions.                                                              1994      1993 
  ----------------------------------------------------------------------------------------
  <S>                                                                    <C>       <C>
  Credit loss reserves for owned receivables at January 1. . .           $ 452.7   $ 423.3 
                                                                         -----------------
  Provision for credit losses - owned receivables:
    Finance and Banking. . . . . . . . . . . . . . . . . . . .             303.4     298.5 
    Liquidating Commercial Lines . . . . . . . . . . . . . . .              40.6      72.0 
                                                                         -----------------
  Total provision for credit losses - owned receivables. . . .             344.0     370.5 
                                                                         -----------------
  Owned receivables charged off:
    Finance and Banking. . . . . . . . . . . . . . . . . . . .            (334.9)   (330.2)
    Liquidating Commercial Lines . . . . . . . . . . . . . . .             (55.9)    (90.3)
                                                                         -----------------
  Total owned receivables charged off. . . . . . . . . . . . .            (390.8)   (420.5)
                                                                         -----------------
  Recoveries on owned receivables:
    Finance and Banking. . . . . . . . . . . . . . . . . . . .              58.7      49.4 
    Liquidating Commercial Lines . . . . . . . . . . . . . . .                .8        .9 
                                                                         -----------------
  Total recoveries on owned receivables. . . . . . . . . . . .              59.5      50.3 
                                                                         -----------------
  Credit loss reserves on receivables purchased, net . . . . .                 -        .8 
  Other, net (1) . . . . . . . . . . . . . . . . . . . . . . .              (1.7)     27.3 
                                                                         -----------------
  TOTAL CREDIT LOSS RESERVES FOR OWNED RECEIVABLES AT SEPTEMBER 30         463.7     451.7 
                                                                         -----------------
  Credit loss reserves for receivables serviced with
    limited recourse at January 1. . . . . . . . . . . . . . .             134.5     160.9 
  Provision for credit losses. . . . . . . . . . . . . . . . .              92.3     133.1 
  Chargeoffs . . . . . . . . . . . . . . . . . . . . . . . . .            (109.3)   (136.5)
  Recoveries . . . . . . . . . . . . . . . . . . . . . . . . .               3.5       3.5 
  Other, net (1) . . . . . . . . . . . . . . . . . . . . . . .               2.3     (30.5)
                                                                         -----------------
  TOTAL CREDIT LOSS RESERVES FOR RECEIVABLES SERVICED WITH 
    LIMITED RECOURSE AT SEPTEMBER 30 . . . . . . . . . . . . .             123.3     130.5 
                                                                         -----------------
  TOTAL CREDIT LOSS RESERVES AT SEPTEMBER 30 . . . . . . . . .           $ 587.0   $ 582.2 
                                                                         =================
  Total credit loss reserves for owned receivables at September 30:
    Finance and Banking. . . . . . . . . . . . . . . . . . . .           $ 305.6   $ 265.8 
    Liquidating Commercial Lines . . . . . . . . . . . . . . .             158.1     185.9 
                                                                         -----------------
  TOTAL CREDIT LOSS RESERVES FOR OWNED RECEIVABLES AT SEPTEMBER 30       $ 463.7   $ 451.7 
                                                                         =================
  Total credit loss reserves for managed receivables at September 30:
    Finance and Banking. . . . . . . . . . . . . . . . . . . .           $ 428.9   $ 396.3 
    Liquidating Commercial Lines . . . . . . . . . . . . . . .             158.1     185.9 
                                                                         -----------------
  TOTAL CREDIT LOSS RESERVES FOR MANAGED RECEIVABLES AT SEPTEMBER 30     $ 587.0   $ 582.2 
                                                                         =================

  (1) 1993 amounts include the transfer, from serviced with limited recourse to owned, of credit loss reserves
  associated with the return of receivables to the owned portfolio upon the culmination of a securitization
  transaction.
  </TABLE>
<PAGE>
<PAGE> 10
6.INCOME TAXES
  ------------
  Effective tax rates for the nine months ended September 30, 1994 and
  1993 of 32.7 and 32.0 percent, respectively, differ from the
  statutory federal income tax rate for the respective periods
  primarily because of the effects of (a) amortization of intangible
  assets, (b) state and local income taxes, (c) dividends received
  deduction applicable to term preferred stocks, (d) leveraged lease
  tax benefits, (e) reduction of noncurrent tax requirements and in
  1993 (f) foreign loss carryforwards.  

  In the third quarter of 1993, new Federal tax legislation was
  enacted which resulted in the statutory income tax rate being
  increased from 34 percent to 35 percent retroactive to January 1,
  1993.  The effect of the new tax legislation was recorded as a year-
  to-date adjustment at September 30, 1993.

7.LEASES AND OTHER SIMILAR ARRANGEMENTS
  -------------------------------------
  In the fourth quarter of 1991, the company purchased credit card
  receivables of approximately $1 billion from CoreStates Financial
  Corporation.  In connection with that purchase, an unaffiliated
  third party acquired the rights to the account relationships
  associated with the receivables and entered into an agreement to
  license these rights to the company.  In the second quarter of 1994,
  the company terminated the license agreement and acquired these
  account relationships resulting in an increase of approximately $140
  million in acquired intangibles.

8.TRANSACTIONS WITH PARENT COMPANY AND AFFILIATES
  -----------------------------------------------
  In September 1992, Household International entered into a strategic
  alliance with General Motors Corporation to issue the General Motors
  credit card ("GM Card").  Through May 31, 1994, an affiliate of the
  company was designated as the issuer of the GM Card.  On June 1,
  1994 Household International designated a subsidiary of the company
  as the issuer of GM Card accounts to customers who previously did
  not have an account with the affiliate.

  HFC periodically advances funds to Household International and
  affiliates or receives amounts in excess of the parent company's
  current requirements.  Advances to parent company and affiliates
  were $536.6 million at September 30, 1994 compared to $361.7 million
  at December 31, 1993.  Advances from parent company and affiliates,
  which are included in other liabilities, were $2.0 million at both
  September 30, 1994 and December 31, 1993.  Net interest income on
  these affiliated balances was $18.6 and $12.0 million for the nine
  months ended September 30, 1994 and 1993, respectively.<PAGE>
<PAGE> 11
2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS

  Consolidated Results of Operations
  ----------------------------------
  Net income for the third quarter and first nine months of 1994 was
  $66.5 and $181.6 million, up 32 percent from $50.2 million and 22
  percent from $149.2 million in 1993.  The improvements in
  consolidated net income for both periods primarily were due to
  increased earnings in the Finance and Banking and Individual Life
  segments.  In addition, net income for both periods benefited from
  reduced losses in the Liquidating Commercial Lines ("LCL") segment. 

  During the third quarter and first nine months of 1994, the
  company's operations, financial position and profitability were
  affected by the following:

  -  The domestic private-label credit card and bankcard businesses had
     improved operating results in both the third quarter and first
     nine months of 1994 over the year-ago periods.  Private-label
     credit card results increased primarily due to growth in the
     managed portfolio.  Bankcard operating results were better than
     the year-ago periods primarily due to higher provisions in 1993
     related to the strengthening of credit loss reserves.  Domestic
     consumer finance earnings for the first nine months of 1994
     increased over the same 1993 period primarily due to higher net
     interest margin, increased servicing fee income and lower credit
     costs.  In the third quarter of 1993, the company began servicing
     without recourse an unsecured consumer loan portfolio which
     totaled approximately $.8 billion at September 30, 1994.  

  -  Consumer two-months-and-over contractual delinquency
     ("delinquency") as a percent of managed consumer receivables was
     3.85 percent, down from 3.95 percent at June 30, 1994 and 4.63
     percent at September 30, 1993.  The annualized total consumer
     managed chargeoff ratio in the third quarter of 1994 decreased to
     3.02 percent compared to 3.38 percent in the second quarter and
     3.56 percent in the year-ago quarter.

  -  Assets totaled $21.9 billion at September 30, 1994, up 10 percent
     from year-end 1993.  Assets of the Core Business were $20.6
     billion at quarter end, up from the year-end 1993 level of $18.3
     billion.  The increase was primarily attributable to growth in the
     owned Finance and Banking receivable portfolio, particularly in
     home equity loans and all unsecured products.  Total managed
     assets (owned assets plus receivables serviced with limited
     recourse) were $28.4 billion at September 30, 1994, up 5 percent
     from $27.0 billion at December 31, 1993.  

     The company's debt to equity ratio was 6.23 at September 30, 1994
     compared to 6.22 at December 31, 1993.  These ratios were affected
     by the adoption of Statement of Financial Accounting Standards No.
     115 ("FAS No. 115") which requires that unrealized gains or losses
     in certain debt and equity securities be recorded as an adjustment
     to shareholder's equity.  The rise in interest rates in the first
     nine months of the year resulted in a net unrealized loss of $70.3
     million at September 30, 1994 in the company's available-for-sale
     investment portfolio and a corresponding reduction in
     shareholder's equity.  While FAS No. 115 provides for the
     adjustment of certain debt and equity securities to fair value, it
     does not allow for a corresponding adjustment for a change in
     related liabilities.  Therefore, the unrealized loss does not
     reflect the change in the economic value of shareholder's equity
     due to higher interest rates.  The company believes that the
     change in fair value of liabilities should offset a significant
     amount of the reduction in the fair value of its investment
     portfolio.  Excluding the effect of the FAS No. 115 component of
     shareholder's equity, the debt to equity ratio was 6.02 at
     September 30, 1994, compared to 6.34 at December 31, 1993.<PAGE>
<PAGE> 12
  Consolidated Credit Loss Reserves
  ---------------------------------
  The company's credit portfolios and credit management policies have
  historically been divided into two distinct components - consumer
  and commercial.  For consumer products, credit policies require
  effective portfolio management focusing 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 by individual transaction as well as
  being evaluated by overall risk factors.  See Note 3, "Finance and
  Banking Receivables" and Note 4, "Liquidating Commercial Assets" 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>
  -------------------------------------------------------------------------------------
                                September 30,     June 30,  December 31,  September 30,
                                         1994         1994          1993           1993
  -------------------------------------------------------------------------------------
  <S>                                  <C>          <C>           <C>            <C>
  Finance and Banking:
    Owned. . . . . . . . . . . . . .   $305.6       $274.7        $279.8         $265.8
    Serviced with limited recourse .    123.3        133.4         134.5          130.5
                                       ------------------------------------------------
    Managed. . . . . . . . . . . . .    428.9        408.1         414.3          396.3
  Liquidating Commercial Lines . . .    158.1        165.0         172.9          185.9
                                       ------------------------------------------------
  Total. . . . . . . . . . . . . . .   $587.0       $573.1        $587.2         $582.2
                                       ================================================
  </TABLE>
  Consumer credit loss reserves as a percent of managed delinquency
  were 65.5 percent at September 30, 1994, up from 63.9 percent at
  June 30, 1994 and 54.6 percent at September 30, 1993.  Despite the
  decline in consumer delinquencies in the quarter, the company
  continued to strengthen its consumer credit loss reserves due to
  growth in unsecured products, which due to their nature, have higher
  risk.  

  Reserves for LCL receivables were down slightly during the quarter
  due to improvements in the portfolio.  LCL credit loss reserves at
  September 30, 1994 as a percent of both LCL receivables and
  nonperforming loans increased over December 31, 1993 and September
  30, 1993 levels.

  Total owned and managed credit loss reserves as a percent of
  receivables were as follows:
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------
                               September 30,     June 30,  December 31,   September 30,
                                        1994         1994          1993            1993
  -------------------------------------------------------------------------------------
  <S>                                  <C>          <C>           <C>             <C>
  Owned: 
    Finance and Banking. . . . . .      2.89%        2.92%         3.12%           3.01%
    Liquidating Commercial Lines .     16.96        16.47         14.53           13.90
                                       ------------------------------------------------
  Total owned. . . . . . . . . . .      4.03%        4.22%         4.46%           4.44%
                                       ================================================
  Managed:
    Finance and Banking. . . . . .      2.51%        2.51%         2.57%           2.49%
    Liquidating Commercial Lines .     16.96        16.47         14.53           13.90
                                       ------------------------------------------------
  Total managed. . . . . . . . . .      3.26%        3.32%         3.40%           3.37%
                                       ================================================
  </TABLE>
  The level of reserves for consumer credit losses is based on delinquency and
  chargeoff experience by product, and judgmental factors when there is not
  clear experience.  The level of reserves for commercial credit losses is based
  on a quarterly 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
<PAGE>
<PAGE> 13
  when establishing credit loss reserves.  While management allocates
  significantly all reserves among the company's various products and segments,
  all reserves are considered to be available to cover total loan losses.  See
  Note 5, "Credit Loss Reserves" in the accompanying financial statements for
  analyses of reserves.

  FINANCE AND BANKING
  -------------------
  Statements of Income
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------
                                                              Nine Months Ended    Three Months Ended
                                                                  September 30,         September 30,
  All dollar amounts are stated in millions.                    1994       1993       1994       1993
  ---------------------------------------------------------------------------------------------------
  <S>                                                      <C>        <C>        <C>        <C>
  Finance income . . . . . . . . . . . . . . . . . . . .   $ 1,035.1  $   893.6  $   363.1  $   302.6 
  Interest income from noninsurance investment securities       28.3       30.9       10.3       11.4 
  Interest expense . . . . . . . . . . . . . . . . . . .       395.5      331.8      149.7      113.8 
                                                           ------------------------------------------
  Net interest margin. . . . . . . . . . . . . . . . . .       667.9      592.7      223.7      200.2 
                                                           ------------------------------------------
  Securitization and servicing fee income. . . . . . . .       265.3      291.2       92.9      103.7 
  Insurance premiums and contract revenues . . . . . . .        95.0       87.4       33.3       33.2 
  Investment income. . . . . . . . . . . . . . . . . . .         9.5        8.5        2.6        2.8 
  Fee income . . . . . . . . . . . . . . . . . . . . . .        57.3       40.6       21.8       15.5 
  Other income . . . . . . . . . . . . . . . . . . . . .        28.6       45.7       16.6       11.9 
                                                           ------------------------------------------
  Other revenues . . . . . . . . . . . . . . . . . . . .       455.7      473.4      167.2      167.1 
                                                           ------------------------------------------
  Net interest margin and other revenues . . . . . . . .     1,123.6    1,066.1      390.9      367.3 
                                                           ------------------------------------------
  Provision for credit losses on owned receivables . . .       303.4      298.5      117.9      101.7 
                                                           ------------------------------------------
  Costs and expenses:
    Operating expenses . . . . . . . . . . . . . . . . .       558.9      528.3      183.3      176.7 
    Policyholders' benefits. . . . . . . . . . . . . . .        43.6       47.2       15.2       18.7 
    Income taxes . . . . . . . . . . . . . . . . . . . .        68.3       58.9       23.7       22.9 
                                                           ------------------------------------------
  Net income . . . . . . . . . . . . . . . . . . . . . .   $   149.4  $   133.2  $    50.8  $    47.3 
                                                           ==========================================
  Average receivables: 
    Owned. . . . . . . . . . . . . . . . . . . . . . . .   $ 9,601.5  $ 8,314.3  $10,000.8  $ 8,411.2 
    Serviced with limited recourse . . . . . . . . . . .     6,657.9    7,615.4    6,656.6    7,448.7 
                                                           ------------------------------------------
  Average receivables managed. . . . . . . . . . . . . .    16,259.4   15,929.7   16,657.4   15,859.9 
  Serviced with no recourse. . . . . . . . . . . . . . .     1,406.9      779.8    1,215.7    1,576.2 
                                                           ------------------------------------------
  Average receivables owned or serviced. . . . . . . . .   $17,666.3  $16,709.5  $17,873.1  $17,436.1 
                                                           ==========================================
  Return on average owned assets - annualized. . . . . .        1.63%      1.61%      1.57%      1.62%
                                                           ==========================================
  </TABLE>
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------
                                                                  September 30,          December 31, 
                                                                           1994                  1993 
  ---------------------------------------------------------------------------------------------------
  <S>                                                                 <C>                   <C>
  End-of-period receivables:    
    Owned. . . . . . . . . . . . . . . . . . . . . . . .              $10,566.7             $ 8,959.9 
    Serviced with limited recourse . . . . . . . . . . .                6,530.5               7,131.1 
                                                                      -------------------------------
  Receivables managed. . . . . . . . . . . . . . . . . .               17,097.2              16,091.0 
  Serviced with no recourse. . . . . . . . . . . . . . .                1,098.8               1,649.5 
                                                                      -------------------------------
  Receivables owned or serviced. . . . . . . . . . . . .              $18,196.0             $17,740.5 
                                                                      ===============================
  /TABLE
<PAGE>
<PAGE> 14
  Overview
  --------
  Finance and Banking earnings for the third quarter and first nine
  months of 1994 increased to $50.8 and $149.4 million, up from $47.3
  and $133.2 million in the year-ago periods primarily due to improved
  operating results in the private-label credit card and bankcard
  businesses as discussed earlier.  Earnings for the domestic consumer
  finance business were up for the first nine months of 1994 compared
  to the same 1993 period but were down slightly in the 1994 third
  quarter compared to 1993.

  Receivables
  -----------
  Receivables owned totaled $10.6 billion at September 30, 1994, up 18
  percent from December 31, 1993 and up 20 percent from September 30,
  1993.  The level of owned receivables from quarter to quarter may
  vary depending on the timing and significance of securitization
  transactions in a particular period.  In the first nine months of
  1994, the company completed securitizations and sales of
  approximately $730 million of home equity receivables.  In the third
  quarter of 1994, the company entered into an agreement to underwrite
  first mortgage receivables and service them with limited recourse. 
  This portfolio totaled $150 million at September 30, 1994.

  Managed Finance and Banking receivables (owned receivables plus
  those serviced with limited recourse) of the company's consumer
  businesses totaled $16.4 billion, up 6 percent from year end and 8
  percent from third quarter 1993 levels.  Growth in the first nine
  months of 1994 was impacted by higher than anticipated prepayment
  activity in the home equity portfolio.

  Net interest margin
  -------------------
  Net interest margin was $223.7 and $667.9 million for the third
  quarter and first nine months of 1994, up from $200.2 and $592.7
  million in the same year-ago periods due to higher levels of
  interest-earning assets and a shift in product mix towards higher
  yielding bankcard, private-label credit card and other unsecured
  receivables.  This improvement, however, was partially offset by
  higher funding costs. 

  Due to growth in securitized assets over the past several years, the
  comparability of net interest margin between periods may be affected
  by the level and type of assets securitized.  As receivables are
  securitized and sold rather than held in the portfolio, net interest
  income is shifted to securitization and servicing fee income.  Net
  interest margin in the third quarter on an owned basis as a percent
  of average owned interest-earning assets, annualized, was 8.48
  percent compared with 8.67 percent in the prior quarter and 9.01
  percent in the third quarter of 1993.  Net interest margin on a
  managed basis, assuming receivables securitized and sold were
  instead held in portfolio, was $334.8 and $1,007.2 million for the
  third quarter and first nine months of 1994, compared to $324.9 and
  $1,008.0 million in the same periods of 1993, and as a percent of
  average managed interest-earning assets, annualized, was 7.78
  percent in the third quarter of 1994 compared with 7.87 percent in
  the prior quarter and 7.96 percent in the same year-ago quarter. 
  Net interest margin on an owned basis was greater than on a managed
  basis because home equity receivables, which have lower spreads,
  were a larger proportion of the portfolio serviced with limited
  recourse than of the owned portfolio.

  Other revenues
  --------------
  Securitization and servicing fee income consists of two components: 
  income associated with the securitization and sale of receivables
  and servicing fee income related to the servicing of unsecured
  receivables.  Securitization income for the third quarter and first
  nine months of 1994 decreased compared to the same year-ago periods
  due to a lower level of securitized receivables outstanding. 
  Securitization income as a percent of average receivables serviced
  with limited recourse, annualized, was 4.46 and 4.33 percent in the
  third quarter and first nine months of 1994, compared to 5.06 and
  5.02 percent in the same periods in 1993.  This decrease was
  primarily due to a shift in the mix of the serviced with limited
  recourse portfolio towards lower-yielding home equity receivables.
<PAGE>
<PAGE> 15
  Servicing fee income increased in the third quarter and first nine
  months of 1994 despite a decrease in average receivables serviced
  with no recourse to $1.2 billion in the third quarter of 1994 from
  $1.6 million in the same period in 1993.  The increase in servicing
  fee income was due to a change in the composition of the serviced
  portfolio.  In the third quarter of 1993, the company began
  servicing an unsecured consumer loan portfolio without recourse
  which provided a higher servicing fee.  This portfolio totaled $.8
  billion at September 30, 1994.  Servicing fee income also benefited
  from the acquisition of purchased mortgage servicing rights from an
  affiliate in the fourth quarter of 1993.

  Insurance premiums and contract revenues increased from the first
  nine months of 1993 due to higher sales of specialty and credit
  insurance.  

  Fee income includes revenues from fee-based products such as
  bankcards and private-label credit cards.  Fee income was $21.8 and
  $57.3 million for the third quarter and first nine months of 1994,
  up from $15.5 and $40.6 million in the same periods in the prior
  year primarily due to interchange and other fees related to growth
  in owned bankcard and private-label credit card receivables.  

  Expenses
  --------
  Operating expenses, which the company defines as salaries and fringe
  benefits plus other operating expenses, were $183.3 and $558.9
  million for the third quarter and first nine months of 1994, up from
  $176.7 and $528.3 million in the same periods of 1993.  Operating
  expenses in the 1994 third quarter were slightly below both the
  first and second quarters of 1994.  The increases in 1994 over the
  comparable 1993 periods were primarily due to increased costs
  associated with servicing a larger owned or serviced receivables
  portfolio.  

  The effective tax rate for the Finance and Banking segment was 31.8
  and 31.4 percent, compared to 32.6 and 30.7 percent in the third
  quarter and first nine months of 1993.  The 1993 effective tax rates
  both included the impact of a retroactive year to date increase in
  the Federal statutory tax rate from 34 percent to 35 percent.

  Credit Quality
  --------------
  Overall credit quality statistics of the Finance and Banking
  portfolio improved in the third quarter of 1994, as delinquency and
  chargeoff levels continued to decline.

  Delinquency
  -----------
  Delinquency levels are monitored for both receivables owned and
  receivables managed.  The company looks at delinquency levels which
  include receivables serviced with limited recourse because this
  portfolio 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.<PAGE>
<PAGE> 16
  <TABLE>
  <CAPTION>
  Two-Months-and-Over Contractual Delinquency (as a percent of managed consumer receivables):
  ----------------------------------------------------------------------
                            9/30/94  6/30/94  3/31/94  12/31/93  9/30/93     
  ----------------------------------------------------------------------
  <S>                          <C>      <C>      <C>       <C>      <C>
  Domestic:
    Home equity. . . . . .     2.84%    2.98%    3.32%     3.37%    3.62%     
    Other secured. . . . .     1.18     3.22     1.25      2.22     3.41      
    Bankcard . . . . . . .     3.18     3.40     3.52      3.61     3.87      
    Merchant participation     5.03     4.53     5.02      5.01     5.43      
    Other unsecured. . . .     6.00     6.42     6.97      7.19     7.70      
                               -----------------------------------------
  Total domestic . . . . .     3.77     3.85     4.14      4.21     4.51      
                               -----------------------------------------
  Foreign:
    Australia. . . . . . .     6.84     7.43     7.98      8.93     9.59      
                               -----------------------------------------
  Total. . . . . . . . . .     3.85%    3.95%    4.24%     4.33%    4.63%     
                               =========================================
  </TABLE>
  Delinquency as a percent of managed consumer receivables decreased
  from both the prior quarter and prior year levels. The decline in
  the delinquency ratio was driven by improvements in the home equity 
  and other unsecured products, which were partially offset by an
  increase in merchant participation delinquencies.  These
  improvements were primarily due to growth of higher quality
  receivables which were recently underwritten, resulting from tighter
  underwriting standards instituted in the early 1990's.  The bankcard
  delinquency ratio benefited from the issuance of the GM Card since
  June 1994, as new accounts were added to the receivables base but
  had not yet contributed to delinquency.  Excluding the impact of the
  GM Card program, bankcard delinquencies were 3.37 percent compared
  to 3.41 percent in the prior quarter. 

  The company believes that, although further reductions are possible,
  the overall declining delinquency trend will begin to stabilize. 
  Future changes in delinquency will depend on economic conditions in
  the two countries and various regional areas where the company
  operates and the composition of the managed receivables base.

  Nonperforming Assets
  --------------------
  <TABLE>
  <CAPTION>
  Nonperforming assets consisted of the following:
  -----------------------------------------------------------------------------------------
  In millions.                             9/30/94   6/30/94   3/31/94   12/31/93   9/30/93     
  -----------------------------------------------------------------------------------------
  <S>                                       <C>       <C>       <C>        <C>       <C>
  Nonaccrual managed receivables            $301.6    $306.2    $335.7     $340.9    $365.5   
  Accruing managed receivables 90 or more
    days delinquent. . . .                   135.3     133.5     140.1      148.8     154.9       
                                            -----------------------------------------------
  Total nonperforming managed receivables    436.9     439.7     475.8      489.7     520.4  
                                            -----------------------------------------------
  Real estate owned. . . .                    76.6      72.8      78.0       89.0      92.4       
  Other assets acquired through
    foreclosure. . . . . .                    58.1      79.8      81.3       82.9      84.4       
                                            -----------------------------------------------
  Total nonperforming assets                $571.6    $592.3    $635.1     $661.6    $697.2       
                                            ===============================================
  Credit loss reserves for managed
    receivables as a percent of
    nonperforming managed receivables         98.2%     92.8%     86.9%      84.6%     76.2%   

  Nonperforming managed receivables
    as a percent of total managed
    receivables. . . . . .                     2.6       2.7       3.0        3.0       3.3  
                                             ----------------------------------------------
  </TABLE>
  Total nonperforming managed Finance and Banking assets declined from
  the prior quarter due to the reduction in other assets acquired
  through foreclosure as a result of a cash settlement received from a
  previous borrower.<PAGE>
<PAGE> 17
  Net Chargeoffs of Consumer Receivables
  --------------------------------------
  <TABLE>
  <CAPTION>
  Net Chargeoffs of Consumer Receivables (as a percent, annualized, of average consumer receivables managed):
  -------------------------------------------------------------------------
                              Third    Second     First    Fourth     Third      
                            Quarter   Quarter   Quarter   Quarter   Quarter      
                               1994      1994      1994      1993      1993      
  -------------------------------------------------------------------------
  <S>                          <C>       <C>       <C>       <C>       <C>
  Domestic:
    Home equity. . . . . .     1.03%     1.43%     1.29%     1.26%      .89%     
    Other secured. . . . .      .82       .13         -      1.02      9.72      
    Bankcard . . . . . . .     4.78      5.26      5.74      5.90      6.01      
    Merchant participation     3.91      3.83      3.91      4.26      4.44      
    Other unsecured. . . .     4.81      5.52      5.65      5.89      6.36      
                               --------------------------------------------
  Total domestic . . . . .     3.04      3.37      3.44      3.54      3.58      
                               --------------------------------------------
  Foreign:
    Australia. . . . . . .     2.24      3.72      2.74      3.77      2.61      
                               --------------------------------------------
  Total. . . . . . . . . .     3.02%     3.38%     3.42%     3.55%     3.56%
                               ============================================
  </TABLE>
  Net chargeoffs as a percent of average managed consumer receivables
  for the 1994 third quarter decreased compared to both the second
  quarter and the year-ago quarter.  Net chargeoffs on a dollar basis
  in the third quarter were $120.3 million, compared to $130.3 million
  in the second quarter of 1994.  Improvements in home equity,
  bankcard and other unsecured portfolios were due to the favorable
  performance of recently underwritten receivables.  The bankcard
  chargeoff ratio also benefited from the GM Card receivables as new
  accounts were added to the receivables base but had not yet
  contributed to chargeoffs.  Excluding the impact of the GM Card
  program, bankcard and overall chargeoffs for the quarter would have
  been 4.94 and 3.04 percent, respectively.

  Chargeoffs are a lagging indicator of credit quality and generally
  reflect prior delinquency trends.  As previously discussed, overall
  delinquency levels have continued to decline.  The decline has been
  a result of better economic conditions and the effect of the
  company's strategy to improve overall credit quality by tightened
  underwriting standards.  The company expects that chargeoff trends
  will continue to follow the downward trend in consumer delinquency. 
  However, future improvement in chargeoff trends may be impacted by
  factors such as a shift in product mix, economic conditions and the
  impact of personal bankruptcies.  Consequently, the extent and
  timing of improvements in the chargeoff trend remains uncertain.
<PAGE>
<PAGE> 18
  INDIVIDUAL LIFE INSURANCE
  -------------------------
  Individual Life Insurance net income was $17.4 and $39.7 million in
  the third quarter and first nine months of 1994, up from $13.5 and
  $35.0 million in the prior year periods.

  Statements of Income
  <TABLE>
  <CAPTION>
  --------------------------------------------------------------------------------
                                             Nine Months Ended  Three Months Ended
                                                 September 30,       September 30,
  All dollar amounts are stated in millions.      1994    1993        1994    1993
  --------------------------------------------------------------------------------
  <S>                                           <C>     <C>         <C>     <C>
  Investment income. . . . . . . . . . . . .    $372.1  $413.4      $124.5  $150.3 
  Contract revenues. . . . . . . . . . . . .      62.7    94.8       (11.4)   33.6 
                                                ----------------------------------
  Total revenues . . . . . . . . . . . . . .     434.8   508.2       113.1   183.9 
  Costs and expenses:
    Policyholders' benefits. . . . . . . . .     285.3   341.3        65.5   115.0 
    Operating expenses . . . . . . . . . . .      87.6   111.5        20.4    46.4 
    Income taxes . . . . . . . . . . . . . .      22.2    20.4         9.8     9.0 
                                                ----------------------------------
  Net income . . . . . . . . . . . . . . . .    $ 39.7  $ 35.0      $ 17.4  $ 13.5 
                                                ==================================
  Return on average assets - annualized. . .       .75%    .75%        .97%    .87%
                                                ==================================
  </TABLE>

  <TABLE>
  <CAPTION>
  --------------------------------------------------------------------------------
                                                  September 30,       December 31,
                                                           1994               1993
  --------------------------------------------------------------------------------
  <S>                                                 <C>                <C>
  Investment securities. . . . . . . . . . .          $ 6,578.3          $ 6,358.0
  Life insurance in-force. . . . . . . . . .           34,882.8           32,371.6
                                                      ============================
  </TABLE>
  Investment securities for the Individual Life Insurance segment
  totaled $6.6 billion, up from both the June 30, 1994 and December
  31, 1993 levels.  The Individual Life Insurance portfolio
  represented approximately 93 percent of the company's total
  investment portfolio at September 30, 1994.  Higher-risk securities,
  which include non-investment grade bonds, common and preferred
  stocks, commercial mortgage loans and real estate, represented 7.3
  percent of the insurance investment portfolio at September 30,
  1994,compared to 6.9 percent at June 30, 1994 and 7.0 percent at
  December 31, 1993.

  At September 30, 1994 the market value for the insurance held-to-
  maturity investment portfolio was 103 percent of the carrying value
  compared to 102 percent at June 30, 1994 and 108 percent at December
  31, 1993.  The decrease in market value over book value during the
  first nine months of 1994 was mainly the result of the rising
  interest rate environment.  The company continuously monitors the
  fair value of its available-for-sale investment portfolio in light
  of market interest rate conditions and may sell securities in an
  attempt to maximize its capital position.

  Investment income in the third quarter and first nine months of 1994
  was $124.5 and $372.1 million, down compared with the year-ago
  periods due to lower yields on investment securities and lower gains
  resulting from fewer sales of available-for-sale investment
  securities in 1994.  

  In the third quarter of 1994, the company ceded a line of life
  insurance business under an assumption agreement, and as a result,
  both contract revenues and policyholders' benefits were reduced by
  $47.8 million.  This represented the amount of claim reserves on the
  ceded policies which were transferred to the new insurer.  Excluding
  the impact of this transaction, contract revenues in both periods
  increased due to higher levels of insurance in-force, and
  policyholders' benefits for both periods decreased due to lower
  interest credited to policyholders caused by lower yields on
  investment securities.
<PAGE>
<PAGE> 19
  Operating expense in the third quarter and first nine months was
  down compared to the year-ago periods due to lower amortization of
  deferred insurance policy acquisition costs ("DAC") resulting from
  lower investment income and from the periodic reevaluation of the
  asset carrying value.  
  
  The effective tax rate was 36.0 and 35.9 percent for the third
  quarter and first nine months of 1994, respectively, compared to
  40.0 and 36.8 percent in the respective periods of 1993.  The 1993
  effective tax rates included a retroactive, year to date adjustment
  in the Federal statutory tax rate from 34 percent to 35 percent.

  LIQUIDATING COMMERCIAL LINES
  ----------------------------
  The net loss for the Liquidating Commercial Lines segment was $1.7
  and $7.5 million in the third quarter and first nine months of 1994
  compared to a net loss of $10.6 and $19.0 million in the same period
  in 1993.

  <TABLE>
  <CAPTION>
  Statements of Operations
  ----------------------------------------------------------------------------
                                       Nine Months Ended    Three Months Ended 
                                           September 30,         September 30, 
  In millions.                            1994      1993        1994      1993 
  ----------------------------------------------------------------------------
  <S>                                 <C>        <C>          <C>      <C>
  Net interest margin. . . . . . . .  $   24.9  $   45.6      $  5.9  $   22.6 
  Other revenues . . . . . . . . . .      15.2       9.7         2.7       7.0 
                                      ----------------------------------------
  Net interest margin and other revenues  40.1      55.3         8.6      29.6 
  Provision for credit losses. . . .      40.6      72.0         8.1      43.9 
  Operating expenses . . . . . . . .       9.3      11.3         3.1       1.6 
  Income tax benefit . . . . . . . .      (2.3)     (9.0)        (.9)     (5.3)
                                      ----------------------------------------
  Net loss . . . . . . . . . . . . .  $   (7.5) $  (19.0)     $ (1.7) $  (10.6)
                                      ========================================
  Average receivables owned. . . . .  $1,056.3  $1,474.7      $958.5  $1,400.8
                                      ========================================
  </TABLE>
  Net interest margin for the third quarter and first nine months of
  1994 decreased compared to the prior year periods primarily due to
  lower asset levels.  The 1993 third quarter and nine month amounts
  included gains on terminating debt and related hedges associated
  with assets which were liquidated.  Increased other revenues in the
  first nine months of 1994 primarily related to the company's 25
  percent equity investment in a commercial joint venture.  Other
  revenues for the 1994 third quarter were lower than the prior year
  primarily due to lower revenues resulting from lower asset levels in
  this joint venture.  Provisions for credit losses were $8.1 and
  $40.6 million, down from $43.9 and $72.0 million in both respective
  periods of 1993.  The 1993 quarter and year-to-date provisions
  reflected chargeoffs of $37 million taken during the 1993 third
  quarter in connection with a cash settlement on the company's
  largest credit exposure at that time.  See pages 12 and 13 in
  Management's Discussion and Analysis on Consolidated Credit Loss
  Reserves for factors impacting overall loss reserve levels. 
  Operating expenses were $3.1 and $9.3 million in the third quarter
  and first nine months of 1994, respectively, up from $1.6 million
  but down from $11.3 million in the year-ago periods.  The decrease
  from the prior year nine month amount was principally due to lower
  write-downs and net expenses for real estate owned.
<PAGE>
<PAGE> 20
  <TABLE>
  <CAPTION>
  Commercial Nonperforming Loans and Real Estate Owned:
  -------------------------------------------------------------------------------------
  In millions.                             9/30/94  6/30/94  3/31/94  12/31/93  9/30/93     
  -------------------------------------------------------------------------------------
  <S>                                       <C>      <C>      <C>       <C>      <C>
  Real estate nonaccrual . . . . . . . .    $ 48.5   $ 47.7   $ 49.3    $ 54.8   $ 79.6      
  Other nonaccrual . . . . . . . . . . .      74.4    114.8    151.1     173.9    164.1      
                                            -------------------------------------------
  Total nonaccrual . . . . . . . . . . .     122.9    162.5    200.4     228.7    243.7      
  Renegotiated . . . . . . . . . . . . .      44.9     28.5     29.2      28.7     17.3      
                                            -------------------------------------------
  Total nonperforming loans. . . . . . .     167.8    191.0    229.6     257.4    261.0      
  Real estate owned. . . . . . . . . . .     241.7    244.2    249.7     256.6    262.2      
                                            -------------------------------------------
  Total. . . . . . . . . . . . . . . . .    $409.5   $435.2   $479.3    $514.0   $523.2      
                                            ===========================================
  Credit loss reserves as a percent of
    nonperforming loans. . . . . . . . .      94.2%    86.4%    74.4%     67.2%    71.2%     
                                            -------------------------------------------
  </TABLE>
  The company expects the longer term downward trend in nonperforming
  loans to continue, although it may stabilize in the near future
  before decreasing.  In addition, comparisons between periods may be
  impacted by individual transactions which mask the overall trend. 
  The company continues to estimate its ultimate loss exposure on
  nonperforming loans based on performance and specific reviews of
  individual loans and its outlook for economic conditions.  Because
  the portfolio consists of a number of loans with relatively large
  balances, changes in individual borrower circumstances which
  currently are unforeseen have the potential to change the estimate
  of ultimate loss exposure in the future.

  To preserve value in liquidating the real estate owned portfolio
  over time, the company has segregated its portfolio into two
  categories.  Properties in weak markets or with poor cash flows, 
  which have been written down an average of 50 percent, represented
  17 percent of the commercial real estate owned portfolio at
  September 30, 1994.  Properties with positive and/or improved cash
  flows and in markets which, the company believes, have potential for
  improvement are being held for sale at prices which reflect this
  value.  Subsequent to September 30, 1994, the company sold, for
  cash, several real estate owned properties with a net book value of
  $37 million to a joint venture in which the company will maintain a
  50 percent ownership interest.  The properties were sold to the
  joint venture without recourse.  In addition, the company also sold
  to a third party, for cash, another real estate owned property with
  a net book value of $19.4 million.  The company will have no
  continuing interest in this property.  These sales will have no
  impact on the operating results of this segment.  Revenues on all
  commercial real estate properties, net of write-downs and carrying
  costs, were $.9 million in the third quarter of 1994 compared to
  $1.6 million in the same period in 1993.<PAGE>
<PAGE> 21
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.

       27    Financial Data Schedule.

  (b)  Reports on Form 8-K

       During the third quarter of 1994, the Registrant filed a
       Current Report on Form 8-K dated September 16, 1994, reporting
       pursuant to Item 5, "Other Events" supplementary financial
       information for Household Finance Corporation as of and for the
       years ended December 31, 1993, 1992, and 1991.
<PAGE>
<PAGE> 22

                          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 FINANCE CORPORATION
                              -----------------------------
                              (Registrant)


Date:  November 14, 1994      By:  /s/ David A. Schoenholz
       -----------------      ----------------------------
                              David A. Schoenholz,
                              Vice President, Chief Accounting
                              Officer and Chief Financial
                              Officer, Director and on behalf of
                              Household Finance Corporation
<PAGE>
<PAGE> 23
                      Exhibit Index
                      -------------



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

27   Financial Data Schedule.

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


Household Finance Corporation and Subsidiaries

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
- -----------------------------------------------------------------
All dollar amounts are stated in millions.
Nine months ended September 30                1994           1993
- -----------------------------------------------------------------
Net income                                  $181.6         $149.2
- -----------------------------------------------------------------
Income taxes                                  88.2           70.3
- -----------------------------------------------------------------
Fixed charges:
  Interest expense (1)                       458.6          397.8
  Interest portion of rentals (2)              6.3            3.8
- -----------------------------------------------------------------
Total fixed charges                          464.9          401.6
- -----------------------------------------------------------------
Total earnings as defined                   $734.7         $621.1
- -----------------------------------------------------------------
Ratio of earnings to fixed charges            1.58           1.55
=================================================================
Preferred stock dividends (3)               $  7.9         $ 10.1
=================================================================
Ratio of earnings to combined fixed charges
  and preferred stock dividends               1.55           1.51
=================================================================

(1) For financial statement purposes, interest expense includes
    income earned on temporary investment of excess funds,
    generally resulting from over-subscriptions of commercial
    paper.

(2) Represents one-third of rentals, which approximates the
    portion representing interest.

(3) Preferred stock dividends are grossed up to their pretax
    equivalent based upon an effective tax rate of 32.7 and 32.0
    percent for September 30, 1994 and 1993, respectively.

<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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                          55,100
<SECURITIES>                                 7,099,400
<RECEIVABLES>                               11,498,900
<ALLOWANCES>                                   587,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                         459,300
<DEPRECIATION>                                 247,400
<TOTAL-ASSETS>                              21,898,100
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                      7,966,000
<COMMON>                                             1
                                0
                                    100,000
<OTHER-SE>                                   1,899,599
<TOTAL-LIABILITY-AND-EQUITY>                21,898,100
<SALES>                                              0
<TOTAL-REVENUES>                             2,030,400
<CGS>                                                0
<TOTAL-COSTS>                                  981,400
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               344,000
<INTEREST-EXPENSE>                             435,200
<INCOME-PRETAX>                                269,800
<INCOME-TAX>                                    88,200
<INCOME-CONTINUING>                            181,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   181,600
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<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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