(1) Six months ended June 30, 2000 excludes a $112 million special pre-tax charge to earnings recorded during the first quarter of 2000 related to the
discontinuation of the manufactured housing loan origination business. This charge covers exit costs, including severance, noncancellable
contractual obligations and related costs, as well as a provision for increased losses on the disposition of repossessions and fair-value adjustments of
related assets. June 30, 1999 managed receivables and credit quality information have been restated for comparability purposes. Managed receivables and credit quality information exclude manufactured housing and Arcadia's previously securitized receivables for all periods presented. In addition, the June 30, 1999 60+days contractual delinquency ratio previously included truck and truck trailer repossessions with recourse to the dealer or manufacturer. The previously reported 60+days contractual delinquency ratio at June 30, 1999 for total ongoing operations was 2.76%.
(2) Calculated as a ratio of the allowance for losses to related trailing net credit losses on receivables owned at the end of the period as adjusted to reflect the impact of significant acquisitions and to exclude net credit losses related to receivables held for securitization or sale and certain securitized receivables.

THE ASSOCIATES
QUARTERLY FINANCIAL SUPPLEMENT
Pro Forma Managed Basis Income Statement and Key Data
As Adjusted (As discussed in Note 1)											Page 1
		Three Months Ended or at						Change from Prior Year
($ millions)		6/30/00		3/31/00		6/30/99		Amount		Percent
Revenue
Finance charges	$	3,180.4	$	3,004.2	$	2,802.8	$	377.6		13.5	%
Insurance premiums		279.3		275.3		260.5		18.8		7.2
Investment and other income		186.1		148.0		184.0		2.1		1.1
		3,645.8		3,427.5		3,247.3		398.5		12.3
Expenses
Interest expense		1,192.4		1,101.4		1,036.1		156.3		15.1
Operating expenses		1,046.5		1,019.2		971.5		75.0		7.7
Provision for losses		613.4		593.4		551.5		61.9		11.2
Insurance benefits paid or provided		144.0		125.4		115.2		28.8		25.0
		2,996.3		2,839.4		2,674.3		322.0		12.0
Earnings before provision for income taxes		649.5		588.1		573.0		76.5		13.4
Provision for income taxes		240.3		217.6		214.9		25.4		11.8
Net earnings	$	409.2	$	370.5	$	358.1	$	51.1		14.3	%
Net earnings per diluted share (whole $)	$	0.56	$	0.51	$	0.49	$	0.07		14.8	%
Equivalent shares for diluted EPS (000's)		729,131		728,847		732,738		(3,607)
Key Data ($ millions)
Net interest margin (% avg. mgd. recs.)		9.60	%	9.50	%	9.14	%
Efficiency ratio (managed)		45.3		46.3		46.4
Net credit losses (as a % of avg. mgd. recs.)		2.73		2.86		2.84
Delinquency ratio (% of mgd. gross recs.)		2.59		2.64		2.72
Managed Receivables
End of period	$	84,798.5	$	81,338.6	$	72,927.7	$	11,870.8		16.3	%
Average		82,841.0		80,114.2		71,834.7		11,006.3		15.3
Managed Assets
End of period		100,943.9		98,247.3		91,331.3		9,612.6		10.5
Average		99,782.4		96,625.3		88,301.5		11,480.9		13.0

(1) Three months ended March 31, 2000 excludes a $112 million special pre-tax charge to earnings related to the discontinuation of the manufactured housing loan origination business. This charge covers exit costs, including severance, noncancellable contractual obligations and related costs, as well as a provision for increased losses on the disposition of repossessions and fair-value adjustments of related assets. This special charge reduced investment and other income by $47 million and increased operating expenses and provision for losses by $25 million and $40 million, respectively. This special charge reduced first quarter 2000 net earnings per diluted share by $0.10. June 30, 1999 managed receivables and credit quality information have been restated for comparability purposes. Managed receivables and credit quality information exclude manufactured housing and Arcadia's previously securitized receivables for all periods presented. In addition, the June 30, 1999 60+days contractual delinquency ratio previously included truck and truck trailer repossessions with recourse to the dealer or manufacturer. The previously reported 60+days contractual delinquency ratio at June 30, 1999 for total ongoing operations was 2.76%.

THE ASSOCIATES
QUARTERLY FINANCIAL SUPPLEMENT
Managed Receivables ($ millions)											Page 2
								Change from Prior Year
Outstanding at End of Period		6/30/00		3/31/00		6/30/99		Amount		Percent
Home equity	$	29,715.5	$	28,206.7	$	25,109.3	$	4,606.2		18.3	%
Personal loans / retail sales finance		17,710.7		16,222.0		14,843.5		2,867.2		19.3
Credit card		13,563.7		13,194.1		10,667.8		2,895.9		27.1
Truck and truck trailer		12,722.4		13,017.4		12,252.6		469.8		3.8
Equipment		7,109.2		7,016.2		6,723.1		386.1		5.7
Fleet leasing		2,192.6		2,117.2		2,012.0		180.6		9.0
Warehouse and other		1,784.4		1,565.0		1,319.4		465.0		35.2
Total ongoing operations (1)	$	84,798.5	$	81,338.6	$	72,927.7	$	11,870.8		16.3	%
								Change from Prior Year
Average Outstanding		6/30/00		3/31/00		6/30/99		Amount		Percent
Home equity	$	28,930.6	$	27,815.2	$	24,964.2	$	3,966.4		15.9	%
Personal loans / retail sales finance		16,813.5		15,984.4		15,036.5		1,777.0		11.8
Credit card		13,349.2		12,654.3		10,612.0		2,737.2		25.8
Truck and truck trailer		12,892.6		13,047.0		11,818.1		1,074.5		9.1
Equipment		7,057.1		6,981.6		6,409.5		647.6		10.1
Fleet leasing		2,148.0		2,094.4		1,595.2		552.8		34.7
Warehouse and other		1,650.0		1,537.3		1,399.2		250.8		17.9
Total ongoing operations (1)	$	82,841.0	$	80,114.2	$	71,834.7	$	11,006.3		15.3	%

(1) Excludes manufactured housing and Arcadia's previously securitized receivables for all periods presented.

THE ASSOCIATES
QUARTERLY FINANCIAL SUPPLEMENT
Credit Quality (As discussed in Note 1)									Page 3
60+Days Contractual		Three Months Ended or at
Delinquency (as a % of Mgd. Gross Receivables)		6/30/00		3/31/00		6/30/99
Home equity		2.91	%	2.97	%	3.05	%
Personal loans / retail sales finance		3.07		3.35		3.80
Credit card		3.77		3.88		4.13
Truck and truck trailer		1.64		1.36		1.23
Equipment		1.12		1.31		0.90
Fleet leasing		0.46		0.47		1.06
Total ongoing operations		2.59	%	2.64	%	2.72	%
Net Credit Losses (as a % of Avg. Mgd. Receivables)
Home equity		1.10	%	1.35	%	1.28	%
Personal loans / retail sales finance		5.87		6.52		5.32
Credit card		5.77		5.81		7.55
Truck and truck trailer		1.30		0.85		0.70
Equipment		0.29		0.30		0.56
Fleet leasing		0.04		0.04		0.03
Total ongoing operations		2.73	%	2.86	%	2.84	%
Loss Coverage (on-balance sheet)
Allowance for losses (2)	$	2,115.7	$	2,055.6	$	2,139.4
% of net finance receivables		3.07	%	3.12	%	3.14	%
Multiple to net losses (3)		1.40	x	1.40	x	1.63	x

(1) June 30, 1999 managed receivables and credit quality information have been restated for comparability purposes. Managed receivables and credit quality information exclude manufactured housing and Arcadia's previously securitized receivables for all periods presented. In addition, 60+days contractual delinquency ratio previously included truck and truck trailer repossessions with recourse to the dealer or manufacturer. The previously reported 60+days contractual delinquency ratios at June 30, 1999 for truck and truck trailer and total ongoing operations were 1.43% and 2.76%, respectively.
(2) In the first quarter of 2000, a reclassification of approximately $175 million of allowance for losses was made for manufactured housing receivables that were transferred to finance receivables held for sale or securitization at March 31, 2000.
(3) Calculated as a ratio of the allowance for losses to related trailing net credit losses on receivables owned at the end of the period as adjusted to reflect the impact of significant acquisitions and to exclude net credit losses related to receivables held for securitization or sale and certain securitized receivables.

THE ASSOCIATES
QUARTERLY FINANCIAL SUPPLEMENT
Income Statement and Balance Sheet Items									Page 4
		Three Months Ended or at
Income Statement ($ millions)		6/30/00		6/30/99		$ Change		%Change
Revenue
Finance charges	$	2,337.1	$	2,262.1	$	75.0		3.3	%
Servicing related income		535.0		282.8		252.2		89.2
Insurance premiums		279.3		260.5		18.8		7.2
Investment and other income		186.1		184.0		2.1		1.1
		3,337.5		2,989.4		348.1		11.6
Expenses
Interest expense		1,048.1		965.3		82.8		8.6
Operating expenses		1,046.5		971.5		75.0		7.7
Provision for losses		449.4		364.4		85.0		23.3
Insurance benefits paid or provided		144.0		115.2		28.8		25.0
		2,688.0		2,416.4		271.6		11.2
Earnings before taxes		649.5		573.0		76.5		13.4
Provision for income taxes		240.3		214.9		25.4		11.8
Net earnings	$	409.2	$	358.1	$	51.1		14.3	%
Net earnings per diluted share (whole $)	$	0.56	$	0.49	$	0.07		14.8	%
Equivalent shares for diluted EPS (000's)		729,131		732,738		(3,607)
Balance Sheet Items ($ millions)
Net Receivables (1)
End of period
Home equity	$	26,264.7	$	24,972.0	$	1,292.7		5.2	%
Personal loans /retail sales finance		16,371.1		14,843.5		1,527.6		10.3
Credit card		2,358.4		1,803.4		555.0		30.8
Truck and truck trailer		12,722.4		12,252.6		469.8		3.8
Equipment		7,109.2		6,723.1		386.1		5.7
Fleet leasing		2,192.6		2,012.0		180.6		9.0
Warehouse and other		1,784.4		1,319.4		465.0		35.2
Total	$	68,802.8	$	63,926.0	$	4,876.8		7.6	%
Average	$	66,868.8	$	64,180.8	$	2,688.0
Total Assets
End of period	$	87,701.0	$	85,894.1	$	1,806.9		2.1	%
Average		87,701.5		83,473.6		4,227.9		5.1
Debt		73,415.7		72,471.2		944.5		1.3
Stockholders' Equity
End of period	$	10,294.6	$	9,109.8	$	1,184.8
Per share (whole $)		14.13		12.51		1.62
Average		10,209.1		9,003.4		1,205.7

(1) June 30, 1999 net receivables have been restated for comparability to exclude manufactured housing receivables.