ASSOCIATES CORPORATION OF NORTH AMERICA
10-Q, 1998-05-13
PERSONAL CREDIT INSTITUTIONS
Previous: APACHE CORP, 10-Q, 1998-05-13
Next: ASSOCIATES FIRST CAPITAL CORP, 10-Q, 1998-05-13


<PAGE>
                           FORM 10-Q
 
               SECURITIES AND EXCHANGE COMMISSION
 
                  WASHINGTON, D.C.  20549-1004
 
 (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   1-6154                                         
 
 
 
                    ASSOCIATES CORPORATION OF NORTH AMERICA              
 
     (Exact name of registrant as specified in its charter)
 
 
            Delaware                                       74-1494554    
 
 (State or other jurisdiction of                       (I.R.S. Employer  
  incorporation or organization)                      Identification No.)
 
 
              250 East Carpenter Freeway, Irving, Texas 75062-2729       
 
            (Address of principal executive offices)
                           (Zip Code)
 
                                  972-652-4000                           
 
      (Registrant's telephone number, including area code)
 
                                 Not applicable                          
 
      (Former name, former address and former fiscal year,
                 if changed since last report)
 
 
 
 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.....
 
 As of March 31, 1998, the registrant had 260 shares of Common Stock and
 1,000,000 shares of Class B Common Stock issued and outstanding, all of
 which were owned directly or indirectly by Associates First Capital
 Corporation.  The registrant meets the conditions set forth in General
 Instruction H.(1)(a) and (b) to Form 10-Q and is therefore filing this
 Form 10-Q with the reduced disclosure format.
  <PAGE>
                 PART I - FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS.
 
 
            ASSOCIATES CORPORATION OF NORTH AMERICA
               CONSOLIDATED STATEMENT OF EARNINGS
                         (In Millions)
 
 
                                                       Three Months Ended
                                                             March 31     
                                                        1998          1997
                                                        ----          ----
REVENUE
   Finance charges                                   $1,672.2      $1,517.2
 
   Insurance premiums                                    98.2          87.6
 
   Investment and other income                          117.2          74.7
                                                     --------      --------  
                                                      1,887.6       1,679.5
 
 EXPENSES
   Interest expense                                     692.2         584.1
 
   Operating expenses                                   460.6         426.6
 
   Provision for losses on finance 
    receivables - NOTE 6                                326.1         295.6
 
   Insurance benefits paid or provided                   41.8          35.4
                                                     --------      -------- 
                                                      1,520.7       1,341.7
                                                     --------      --------
 EARNINGS BEFORE PROVISION FOR INCOME TAXES             366.9         337.8
 
 PROVISION FOR INCOME TAXES                             131.4         122.4
                                                     --------      --------
 NET EARNINGS                                        $  235.5      $  215.4
                                                     ========      ========
 
 
 
        See notes to consolidated financial statements.
  <PAGE>
            ASSOCIATES CORPORATION OF NORTH AMERICA
                   CONSOLIDATED BALANCE SHEET
                     (Dollars In Millions)
 
                                                 March 31     December 31
                                                   1998          1997    
                                                 --------     -----------
                             ASSETS
 
 CASH AND CASH EQUIVALENTS                       $   472.7      $   294.8
 INVESTMENTS IN DEBT AND EQUITY SECURITIES
  - NOTE 4                                         1,328.4        1,153.5
 FINANCE RECEIVABLES, net of unearned finance
  income, allowance for credit losses and
  insurance policy and claims reserves
   - NOTE 5                                       45,364.2       45,430.2
 OTHER ASSETS - NOTE 7                             4,968.2        3,652.6
                                                 ---------      --------- 
     Total assets                                $52,133.5      $50,531.1
                                                 =========      ========= 
 
              LIABILITIES AND STOCKHOLDERS' EQUITY
 
 NOTES PAYABLE, unsecured short-term
   Commercial Paper                              $19,529.2      $17,184.5
   Bank Loans                                         50.0        1,202.1
 ACCOUNTS PAYABLE AND ACCRUALS                     1,095.9          960.4
 LONG-TERM DEBT, unsecured
   Senior Notes                                   24,751.7       24,710.0
   Subordinated and Capital Notes                    425.4          425.4
                                                 ---------      ---------
                                                  25,177.1       25,135.4
 
 STOCKHOLDERS' EQUITY
   Class B Common Stock, $100 par value,
    2,000,000 shares authorized, 1,000,000
    shares issued and outstanding                    100.0          100.0
   Common Stock, no par value, 5,000 shares
    authorized, 260 shares issued and
    outstanding, at stated value                      47.0           47.0
   Paid-in Capital                                 1,667.8        1,667.8
   Retained Earnings                               4,465.0        4,229.5
   Accumulated Other Comprehensive Income      
    - NOTE 3                                           1.5            4.4
                                                 ---------      ---------
     Total stockholders' equity                    6,281.3        6,048.7
                                                 ---------      --------- 
     Total liabilities and stockholders'equity   $52,133.5      $50,531.1
                                                 =========      =========
 
 
         See notes to consolidated financial statements.<PAGE>
            ASSOCIATES CORPORATION OF NORTH AMERICA
              CONSOLIDATED STATEMENT OF CASH FLOWS
                         (In Millions)
 
                                                     Three Months Ended
                                                          March 31     
                                                     1998          1997
                                                     ----          ----
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net earnings                                  $   235.5      $  215.4
   Adjustments to reconcile net earnings to
    net cash provided from operating activities:
     Provision for losses on finance receivables     326.1         295.6
     Increase in accounts payable and accruals       120.6          66.9
     Depreciation and amortization                    78.9          57.0
     Unrealized gain on trading securities            (7.0)
     Purchases of trading securities                (253.6)
     Sales and maturities of trading securities       31.1 
     Deferred income taxes                            16.4          (3.7)
     Increase in insurance policy and claims  
      reserves                                         6.4          12.3 
                                                 ---------      --------
       Net cash provided from operating          
        activities                                   554.4         643.5
                                                 ---------      -------- 
 CASH FLOWS FROM INVESTING ACTIVITIES
   Finance receivables originated or purchased   (10,398.5)     (9,359.0)
   Finance receivables liquidated                  9,847.7       8,058.5
   Finance receivables sold                          234.9
   Purchases of available-for-sale securities       (227.8)       (131.7)
   Sales and maturities of available-for-sale
    securities                                       277.7          25.5
   Increase in other assets                       (1,344.8)       (131.3)
                                                 ---------      -------- 
       Net cash used for investing
        activities                                (1,610.8)     (1,538.0)
                                                 ---------      -------- 
 CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of long-term debt                      1,551.9         501.7
   Retirement of long-term debt                   (1,510.2)       (640.5)
   Increase in notes payable                       1,192.6       1,006.3
                                                 ---------      -------- 
       Net cash provided from financing
        activities                                 1,234.3         867.5
                                                 ---------      -------- 
 INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS     177.9         (27.0)
 
 CASH AND CASH EQUIVALENTS AT BEGINNING          
  OF PERIOD                                          294.8         278.4
                                                 ---------      -------- 
 CASH AND CASH EQUIVALENTS AT END OF PERIOD      $   472.7     $   251.4
                                                 =========     =========
 CASH PAID FOR:
   Interest                                      $   625.8     $   541.5
                                                 =========     ========= 
   Income taxes                                  $     3.7     $     2.4
                                                 =========     ========= 
         See notes to consolidated financial statements.<PAGE>
            ASSOCIATES CORPORATION OF NORTH AMERICA
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 NOTE 1 - THE COMPANY
 
     Associates Corporation of North America ("Associates" or the
 "Company"), a Delaware corporation, is a wholly-owned subsidiary and the
 principal operating unit of Associates First Capital Corporation ("First
 Capital").  Prior to April 7, 1998, First Capital was a majority
 indirect-owned subsidiary of Ford Motor Company ("Ford").  On April 7,
 1998, Ford completed a spin-off of its interest in First Capital in the
 form of a tax-free distribution of its First Capital shares to Ford
 common and Ford class B stockholders.  All the outstanding Common Stock
 of Associates is owned by First Capital.  All shares of the Company's
 Class B Common stock are owned by Associates World Capital Corporation,
 a wholly-owned subsidiary of First Capital.  Class B Common Stock is
 redeemable only at the option of the issuer.  
 
 
 NOTE 2 - BASIS OF PRESENTATION
 
     The accompanying consolidated financial statements consolidate
 Associates and its subsidiaries.  All significant intercompany balances
 and transactions have been eliminated in consolidation.  Certain prior
 period financial statement amounts have been reclassified to conform to
 the current period presentation. 
 
     In the opinion of the management of Associates, all adjustments
 necessary to present fairly the results of operations and financial
 position have been made and are of a normal recurring nature.  The
 results of operations for any interim period are not necessarily
 indicative of the results of operations for a full year. 
 
 
 NOTE 3 - COMPREHENSIVE INCOME
 
 The Company adopted Statement of Financial Accounting Standards No. 130
 ("SFAS 130"), "Reporting Comprehensive Income", on January 1, 1998. 
 Pursuant to SFAS 130, accumulated other comprehensive income was
 reported on the consolidated balance sheet and consisted of net
 unrealized losses on available-for-sale securities of $1.5 million and
 $4.4 million at March 31, 1998 and December 31, 1997, respectively.
 
 Comprehensive income for the three-month period ended March 31, 1998 and
 1997 consisted of the following components (in millions):
 
                                                  Three Months Ended 
                                                        March 31       
                                                    1998         1997 
 
     Net earnings                                  $235.5       $215.4
     Unrealized loss on available-for-sale                          
        securities                                   (2.9)       (10.4)
          Comprehensive income                     $232.6       $205.0
 
  NOTE 4 - INVESTMENTS IN DEBT AND EQUITY SECURITIES
 
   AVAILABLE-FOR-SALE SECURITIES
 
     The Company invests in debt and asset-backed securities,
 principally bonds and notes held by the Company's insurance
 subsidiaries, with the intention of holding them to maturity.  However,
 if market conditions change, the Company may sell these securities prior
 to maturity.  Accordingly, the Company classifies its investments in
 these securities as available-for-sale securities and adjusts its
 recorded value to market.  The estimated market value at March 31, 1998
 and December 31, 1997 was $1.0 billion for both periods. Amortized cost
 at March 31, 1998 and December 31, 1997 was also $1.0 billion for both
 periods.  Realized gains or losses on sales are included in investment
 and other income.  Unrealized gains or losses are reported as a
 component of stockholders' equity, net of tax.
 
   TRADING SECURITIES
 
     Trading securities, principally preferred stock, are recorded at
 market value.  Unrealized gains or losses on trading securities are
 included in earnings.  The estimated market value at March 31, 1998 and
 December 31, 1997 was $360.6 million and $131.0 million, respectively. 
 Historical cost at March 31, 1998 and December 31, 1997 was $353.0
 million and $126.7 million, respectively.
 
 
 NOTE 5 - FINANCE RECEIVABLES
 
     At March 31, 1998 and December 31, 1997, finance receivables
 consisted of the following (in millions):
                                                 March 31     December 31
                                                   1998          1997    
   Consumer Finance
     Home equity lending(1)                      $17,988.0     $17,437.3
     Personal lending and retail sales finance     6,823.8       6,920.6 
     Credit card                                   6,908.7       7,333.6
     Manufactured housing                             24.5          24.1
                                                  31,745.0      31,715.6
   Commercial Finance
     Truck and truck trailer                       9,314.1       9,011.1
     Equipment(2)                                  4,400.6       4,899.8
     Fleet leasing                                 1,442.8       1,418.9
     Warehouse lending and other                     924.7         809.1
                                                  16,082.2      16,138.9
       Finance receivables, net of unearned
        finance income ("net finance
        receivables")                             47,827.2      47,854.5
   Allowance for losses on finance receivables    (1,694.1)     (1,661.9)
   Insurance policy and claims reserves             (768.9)       (762.4)
       Finance receivables, net of unearned
        finance income, allowance for credit
        losses and insurance policy and claims
        reserves                                 $45,364.2     $45,430.2
            
 (1) In March 1998, the Company securitized and sold approximately $235
      million of home equity lending receivables.  No significant gain
      or loss was recorded on this transaction.  The Company retained
      the servicing responsibilities for these receivables.      
 
 (2) In March 1998, approximately $650 million of equipment finance
      receivables were sold at book value to First Capital.  No gain or
      loss was recorded on the sale.
 
 
 NOTE 6 - ALLOWANCE FOR LOSSES ON FINANCE RECEIVABLES
 
     Changes in the allowance for losses on finance receivables during
 the periods indicated were as follows (in millions):
 
                                       Three Months Ended     Year Ended
                                            March 31          December 31
                                       1998          1997         1997  
                                       ----          ----         ----  
   Balance at beginning of period    $1,661.9      $1,371.4    $1,371.4
     Provision for losses               326.1         295.6     1,195.6
     Recoveries on receivables               
      charged off                        51.9          40.6       190.5
     Losses sustained                  (347.9)       (290.6)   (1,298.3)
     Reserves of acquired businesses
      and other                           2.1          51.4       202.7
                                     --------      --------    --------
   Balance at end of period          $1,694.1      $1,468.4    $1,661.9
                                     ========      ========    ======== 
 
 NOTE 7 - OTHER ASSETS
 
     The components of other assets at March 31, 1998 and December 31,
 1997 were as follows (in millions):
                                          March 31       December 31
                                            1998            1997    
                                          --------       ----------- 
   Balances with related parties          $3,639.6        $2,331.0
   Goodwill                                  338.7           343.1 
   Collateral held for resale                220.1           205.6
   Property and equipment                    176.9           164.2
   Other                                     592.9           608.7
                                          --------        --------
     Total other assets                   $4,968.2        $3,652.6
                                          ========        ========
 
 NOTE 8 - DEBT RESTRICTIONS
 
     Associates is subject to various limitations under the provisions
 of its outstanding debt and credit facilities.  The most significant of
 these limitations are summarized as follows:
 
   LIMITATION ON PAYMENT OF DIVIDENDS
 
     A restriction contained in one issue of debt securities which
 matures on March 15, 1999, generally limits payments of cash dividends
 on the Company's Common Stock in any year to not more than 50% of
 consolidated net earnings for such year, subject to certain exceptions,
 plus increases in contributed capital and extraordinary gains.  Any such
 amounts available for the payment of dividends in such fiscal year and
 not so paid, may be paid in any one or more of the five subsequent
 fiscal years.  In accordance with this provision, $899 million was
 available for dividends at March 31, 1998.
  
   LIMITATION ON MINIMUM TANGIBLE NET WORTH
 
     A restriction contained in certain revolving credit agreements
 requires Associates to maintain a minimum tangible net worth, as
 defined, of $2.0 billion.  At March 31, 1998, Associates tangible net
 worth was approximately $5.9 billion.
  
 NOTE 9 - DERIVATIVE FINANCIAL INSTRUMENTS
 
     The Company uses derivative financial instruments for the purpose
 of hedging specific exposures as part of its risk management program.
 Such instruments to date have been limited to currency swap, interest
 rate swap, treasury lock agreements and treasury futures and option
 contracts.  
 
     Foreign currency swap agreements are held for purposes other than
 trading and have been designated for accounting purposes as hedges of
 specific debt obligations.  Under these agreements, the Company is
 obligated to deliver or receive a specific foreign currency in exchange
 for United States dollars at varying times over the next 3 years.  The
 aggregate notional amount of these agreements at both March 31, 1998 and
 December 31, 1997 was $272.7 million.  The fair value of such agreements
 at March 31, 1998 and December 31, 1997 was $(10.2) million and $1.2
 million, respectively.
 
     Interest rate swap and treasury lock agreements are held for
 purposes other than trading and are used by the Company to hedge the
 effect of interest rate movements on existing debt and anticipated debt
 and asset securitization transactions.  The aggregate notional amount of
 interest rate swap and treasury lock agreements at both March 31, 1998
 and December 31, 1997 was $2.0 billion.  The fair value of such
 agreements at March 31, 1998 and December 31, 1997 was $(6.3) million
 and $(6.8) million, respectively.  Interest rate swap and treasury lock
 agreements mature on varying dates over the next 2 years and 6 months,
 respectively.
 
     Treasury futures and option contracts are used to minimize income
 fluctuations on preferred stock investments and are held for purposes
 other than trading.  The aggregate notional amount and fair value of
 futures and options contracts at March 31, 1998 was $124.0 million and
 $0.9 million, respectively.  Such contracts mature in June 1998.
 
 
  <PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS
 
     The following discussion and analysis has been prepared in
 accordance with General Instruction H.(2)(a) to Form 10-Q, and should be
 read in conjunction with the consolidated financial statements of the
 Company and the related notes thereto.
 
 Results of Operations
 
     Net earnings for the three-month period ended March 31, 1998 were
 $235.5 million, a 9% increase over the same period in the previous year. 
 The increase in earnings was principally due to revenue from the growth
 in net finance receivables, partially offset by an increase in the
 provision for losses on finance receivables.
 
     Finance charge revenue increased for the three months ended March
 31, 1998, compared to the same period in the prior year, principally as
 a result of growth in average net finance receivables outstanding. 
 Finance charge revenue as a percentage of average net finance
 receivables (the "Finance Charge Ratio") was 13.98% for the first
 quarter of 1998 compared to 14.19% for the same period in 1997.  The
 decrease in the Finance Charge Ratio was principally due to a shift
 toward a higher percentage of secured receivables as a percentage of
 total receivables.  Secured receivables generally have lower finance
 charge rates than unsecured receivables.
 
     Interest expense increased for the first quarter of 1998 compared
 to the same period in 1997, primarily due to an increase in average debt
 outstanding related to the aforementioned growth in average net finance
 receivables.  Debt is the primary source of funding to support the
 Company's growth in net finance receivables.  Also contributing to the
 increase in interest expense was a slight increase in the Company's
 total average borrowing rate to 6.28% for the first quarter of 1998
 compared to 6.24% for the same period in the prior year. 
 
     As a result of the above fluctuations, the Company's net interest
 margin increased to $979.9 million for the first quarter of 1998
 compared to $933.1 million for the prior-year period.  The Company's net
 interest margin expressed as a ratio to average net finance receivables
 declined to 8.19% from 8.73% for the same period in the prior year. 
 
     First quarter operating expenses were higher on a dollar basis in
 1998 than in 1997, reflecting the growth in the size of the Company. 
 
     The Company's provision for losses increased from $295.6 million
 during the first quarter of 1997 to $326.1 million for the same period
 in 1998.  Total net credit losses as a percentage of average net
 receivables (the "Loss Ratio") were  2.47% for the first quarter of 1998
 compared to 2.34% for the same period in 1997, primarily due to
 increased losses in the Company's unsecured portfolios.  Unsecured
 portfolio loss increases were primarily driven by high consumer debt
 levels and increased bankruptcies.
 
     The provision for income taxes increased for the three-month
 period ended March 31, 1998 compared to the first quarter of 1997,
 principally as a result of an increase in pretax earnings.
 
 Financial Condition
 
     The growth in net finance receivables during the first quarter of
 1998 was offset by the securitization of approximately $235 million of
 home equity receivables and the sale of approximately $650 million of
 equipment finance receivables at book value to First Capital.  Both
 transactions were recorded in March 1998 and no significant gain or loss
 was recorded on either transaction.  As a result of these transactions,
 net finance receivables experienced a net decrease of $27.3 million for
 the first quarter of 1998, compared to an increase of $1.1 billion for
 the same period in 1997.
 
     Composite 60+days contractual delinquency was 2.41% of gross
 finance receivables at March 31, 1998, which was higher than the 2.35%
 at December 31, 1997 and the 2.33% at March 31, 1997.  Accordingly, the
 allowance for losses to net finance receivables increased to 3.54% at
 March 31, 1998 from  3.47% at December 31, 1997.  The allowance for
 losses divided by net credit losses (trailing four quarters) was 1.49 at
 March 31, 1998 compared to 1.50  and 1.66 at December 31, 1997 and March
 31, 1997, respectively.  Company management believes the allowance for
 losses at March 31, 1998 is sufficient to provide adequate coverage
 against losses in its portfolios.
 
     During the three months ended March 31, 1998, stockholders' equity
 increased to $6.3 billion, principally as a result of net earnings.
 
     As a result of the aforementioned, the Company's return on average
 assets, average equity and average tangible equity for the three-month
 period ended March 31, 1998 was 1.84%, 15.30%, and 16.19%, respectively. 
 This compares to a return on average assets, average equity and average
 tangible equity for the three months ended March 31, 1997 of 1.97%,
 16.61% and 17.82%, respectively.
 
 LIQUIDITY/CAPITAL RESOURCES
 
     Through its asset and liability management function, the Company
 maintains a disciplined approach to the management of liquidity, capital
 and interest rate risk.  The Company has a formal process for managing
 its liquidity to ensure that funds are available at all times to meet
 the Company's commitments.
 
     The principal sources of cash for the Company are proceeds from
 the issuance of short- and long-term debt and cash provided from the
 Company's operations.  While First Capital has made periodic capital
 contributions to the Company in the past, no assurance can be made with
 respect to future capital contributions by First Capital to the Company. 
 Nevertheless, management believes that the Company has available
 sufficient liquidity, from a combination of cash provided from
 operations and external borrowings, to support its operations.
 
     A principal strength of the Company is its ability to access the
 global debt markets in a cost-efficient manner.  Continued access to the
 public and private debt markets is critical to the Company's ability to
 continue to fund its operations.  The Company seeks to maintain a
 conservative liquidity position and actively manage its liability and
 capital levels, debt maturities, diversification of funding sources and
 asset liquidity to ensure that it is able to meet its obligations as
 they mature.  The Company's operations are principally funded through
 commercial paper borrowings made domestically and long-term debt
 borrowings made both domestically and internationally.
 
     At March 31, 1998, the Company had short- and long-term debt
 outstanding of $19.6 billion and $25.2 billion, respectively.  Short-term 
 debt principally consists of commercial paper issued by the Company
 and represents the Company's primary source of short-term liquidity. 
 Long-term debt principally consists of senior unsecured long-term debt
 issued publicly and privately by the Company in the United States and
 abroad.  During the three months ended March 31, 1998 and 1997, the
 Company raised debt aggregating $1.6 billion and $501.7 million,
 respectively, through public and private offerings.
 
     Substantial additional liquidity is available to the Company's
 operations through established credit facilities in support of its net
 short-term borrowings.  Such credit facilities provide a means of
 refinancing its maturing short-term obligations as needed.  At March 31,
 1998, these bank lines, revolving credit facilities and receivable
 purchase facilities totaled $15.9 billion, of which $1.4 billion was
 allocated for use by First Capital.  The remaining $14.5 billion
 represents 75% of net short-term indebtedness outstanding at March 31,
 1998.
 
     Associates has entered into various support agreements on behalf
 of its foreign affiliates.  Under these support agreements, Associates
 has either guaranteed specific issues of such affiliates' debt
 denominated in foreign currency or agreed to provide additional support
 on a lender's reasonable request.  As of March 31, 1998, the amount
 guaranteed by the Company including principal and accrued interest
 totaled $2.2 billion.
 
     Additionally, the Company believes it has access to other sources
 of liquidity, which to date it has either accessed only on a limited
 basis, such as securitization of assets, or has not accessed, such as
 the issuance of alternative forms of capital, including preferred stock.
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
     The Company is exposed to a variety of market risks, including the
 effects of movements in interest rates.  Interest rate exposures are
 monitored and managed by the Company as an integral part of its overall
 risk management program.  The principal goal of the Company's risk
 management program is to reduce the potential impact of interest rate 
 exposures on the Company's financial position and operating performance. 
 The Company utilizes derivative financial instruments as part of its
 overall risk management program.  See NOTE 9 of the consolidated
 financial statements for a further discussion of the Company's use of
 derivative financial instruments. 
 
 
  <PAGE>
                  PART II - OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
 
         None to report.
 
 In accordance with General Instruction H.(2)(b), the following items
 have been omitted: Item 2, Changes in Securities; Item 3, Defaults Upon
 Senior Securities; and Item 4, Submission of Matters to a Vote of
 Security Holders.
 
 ITEM 5.       OTHER INFORMATION.
 
     The Company desires to take advantage of the "safe harbor"
 provisions of the Private Securities Litigation Reform Act of 1995 (the
 "1995 Act").  The 1995 Act provides a "safe harbor" for forward-looking
 statements to encourage companies to provide information without fear of
 litigation so long as those statements are identified as forward-looking
 and are accompanied by meaningful cautionary statements identifying
 important factors that could cause actual results to differ materially
 from those projected.  Although the Company does not anticipate that it
 will make forward-looking statements as a general policy, the Company
 will make forward-looking statements as required by law or regulation,
 and from time to time may make such statements with respect to
 management's estimation of the future operating results and business of
 the Company.  
 
     The Company hereby incorporates into this report by reference to
 its form 10-K for the year ended December 31, 1997 the cautionary
 statements found on page 23-24 of such form 10-K.
 
 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
 
       (a)  Exhibits
 
            (12) Computation of Ratio of Earnings to Fixed Charges.
 
            (27) Financial Data Schedule.
 
       (b)  Reports on Form 8-K
 
       During the first quarter ended March 31, 1998, Associates filed
        Current Reports on Form 8-K dated January 20, 1998 (announcing
        financial results for the year ended December 31, 1997);
        January 7, 1998 and March 25, 1998 (each related to an issuance
        of debt securities pursuant to Rule 415); and March 3, 1998
        (announcing final approval of Ford's  spin-off of First
        Capital). 
  <PAGE>
 
 
 
 
                           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.
 
                                 May 13, 1998
 
                                 ASSOCIATES CORPORATION OF NORTH AMERICA
                                               (registrant)
 
 
 
 
                                 By /s/   John F. Stillo                   
                                    ----------------------------------
                                   Senior Vice President, Comptroller and
                                     Principal Accounting Officer
<PAGE>
                       INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
                                                                  
 SEQUENTIALLY
 NUMBERED
 
 NUMBER                    EXHIBIT                                    PAGE
 
 -----------------------------------------------------------------------------
  <S>     <C>                                                      <C>
   12      -- Computation of Ratio of Earnings to Fixed Charges
   27      -- Financial Data Schedule
  
  </TABLE>
  ------------
 
  
<PAGE>
 EXHIBIT 12
 
            ASSOCIATES CORPORATION OF NORTH AMERICA
 
       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                    (Dollars in Millions)
 
 
                                                 Three Months Ended
                                                      March 31      
                                                1998            1997
                                                ----            ----
 Fixed Charges (a)
 
   Interest expense                            $692.2          $584.1
 
   Implicit interest in rent                      4.7             4.1
 
     Total fixed charges                       $696.9          $588.2 
 
 Earnings (b)
 
   Earnings before provision for income
    taxes                                      $366.9          $337.8 
 
   Fixed charges                                696.9           588.2
 
     Earnings, as defined                    $1,063.8          $926.0 
 
 
 Ratio of Earnings to Fixed Charges              1.53            1.57
 
           
 (a     For purposes of such computation, the term "fixed charges"
         represents interest expense and a portion of rentals representative
         of an implicit interest factor for such rentals.
 
 (b     For purposes of such computation, the term "earnings" represents
         earnings before provision for income taxes, plus fixed charges.
 

<TABLE> <S> <C>

<PAGE>
 <ARTICLE>    5
 <LEGEND>
 0 MEANS NOT APPLICABLE OR NOT SEPARATELY DISCLOSED.  This schedule
 contains summary financial information extracted from the Company's
 unaudited consolidated financial statements as of March 31, 1998 and the
 three months then ended and is qualified in its entirety by reference to
 such consolidated financial statements.
 </LEGEND>
 <CIK>        0000007973
 <NAME>       ASSOCIATES CORPORATION OF NORTH AMERICA
 <MULTIPLIER> 1,000,000
        
 <S>                               <C>
 <PERIOD-TYPE>                     3-MOS
 <FISCAL-YEAR-END>                              DEC-31-1997
 <PERIOD-END>                                   MAR-31-1998
 <CASH>                                              473
 <SECURITIES>                                      1,328
 <RECEIVABLES>                                    47,827
 <ALLOWANCES>                                      1,694
 <INVENTORY>                                           0
 <CURRENT-ASSETS>                                      0
 <PP&E>                                                0
 <DEPRECIATION>                                        0
 <TOTAL-ASSETS>                                   52,133
 <CURRENT-LIABILITIES>                                 0
 <BONDS>                                          44,756
 <COMMON>                                            147
                                  0
                                            0
 <OTHER-SE>                                        6,134
 <TOTAL-LIABILITY-AND-EQUITY>                     52,133
 <SALES>                                           1,888
 <TOTAL-REVENUES>                                  1,888
 <CGS>                                                 0
 <TOTAL-COSTS>                                     1,521
 <OTHER-EXPENSES>                                    503
 <LOSS-PROVISION>                                    326
 <INTEREST-EXPENSE>                                  692
 <INCOME-PRETAX>                                     367
 <INCOME-TAX>                                        132
 <INCOME-CONTINUING>                                 235
 <DISCONTINUED>                                        0
 <EXTRAORDINARY>                                       0
 <CHANGES>                                             0
 <NET-INCOME>                                        235
 <EPS-PRIMARY>                                         0
 <EPS-DILUTED>                                         0
         
 

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission