<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended March 31, 1997
-----------------------------------------------
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 0- 18298
--------------------------------------------------
Unitrin, Inc.
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4255452
- --------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One East Wacker Drive, Chicago, Illinois 60601
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(312) 661-4600
- --------------------------------------------------------------------------
(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 (l) 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
---- ----
37,335,245 shares of common stock, $0.10 par value, were outstanding as of
March 31, 1997.
<PAGE>
UNITRIN, INC.
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I. Financial Information.
Item 1. Financial Statements.
Condensed Consolidated Statements of 1
Income for the Three Months Ended
March 31, 1997 and 1996 (Unaudited).
Condensed Consolidated Balance Sheets as of 2
March 31, 1997 (Unaudited) and
December 31, 1996.
Condensed Consolidated Statements of Cash 3
Flows for the Three Months Ended
March 31, 1997 and 1996 (Unaudited).
Notes to the Condensed Consolidated 4-5
Financial Statements (Unaudited).
Item 2. Management's Discussion and Analysis of 6-7
Results of Operations and Financial Condition.
PART II. Other Information.
Item 1. Legal Proceedings 8
Item 2. Changes in Securities 8
Item 6. Exhibits and Reports on Form 8-K. 8
Signatures 9
</TABLE>
<PAGE>
UNITRIN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in millions, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
1997 1996
--------- -----------
<S> <C> <C>
Revenues:
Premiums $307.0 $305.6
Consumer Finance Revenues 31.4 28.8
Net Investment Income 42.4 45.1
Net Gains on Sales of Investments 1.3 1.1
------ ------
Total Revenues 382.1 380.6
------ ------
Expenses:
Insurance Claims and Policyholders' Benefits 195.0 206.0
Insurance Expenses 122.7 126.2
Consumer Finance Expenses 29.8 24.0
Interest and Other Expenses 3.1 3.6
------ ------
Total Expenses 350.6 359.8
------ ------
Income before Income Taxes and Equity in Net
Income of Investees 31.5 20.8
Income Tax Expense 10.6 6.8
------ ------
Income before Equity in Net Income of Investees 20.9 14.0
Equity in Net Income of Investees 12.8 11.4
------ ------
Net Income $ 33.7 $ 25.4
====== ======
Net Income Per Share - Note 2 $ 0.90 $ 0.66
====== ======
</TABLE>
The Notes to the Condensed Consolidated Financial Statements are an integral
part of these financial statements.
1
<PAGE>
UNITRIN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- ------------
(Unaudited)
<S> <C> <C>
Assets:
Investments:
Fixed Maturities at Fair Value (Amortized
Cost: 1997 - $2,266.4; 1996 - $2,176.4) $2,266.1 $2,207.4
Equity Securities at Fair Value
(Cost: 1997 - $167.9; 1996 - $172.0) 260.0 259.7
Investees at Cost Plus Cumulative Undistributed Earnings
(Fair Value: 1997 - $1,394.1; 1996 - $1,610.3) 689.9 670.1
Other 192.2 154.2
-------- --------
Total Investments 3,408.2 3,291.4
-------- --------
Cash 17.5 17.0
Consumer Finance Receivables 614.1 608.6
Receivables 378.6 376.1
Other Assets 588.7 578.0
-------- --------
Total Assets $5,007.1 $4,871.1
======== ========
Liabilities and Shareholders' Equity:
Insurance Reserves:
Life and Health $1,608.9 $1,599.0
Property and Casualty 460.4 454.8
-------- --------
Total Insurance Reserves 2,069.3 2,053.8
-------- --------
Investment Certificates 621.5 589.9
Notes Payable 121.6 59.9
Accrued Expenses and Other Liabilities 721.5 687.2
-------- --------
Total Liabilities 3,533.9 3,390.8
-------- --------
Shareholders' Equity:
Common Stock, $0.10 par value, 100 million Shares Authorized;
37,335,245 and 37,340,894 Shares Outstanding at
March 31, 1997 and December 31, 1996 3.7 3.7
Additional Paid-in Capital 156.4 133.0
Retained Earnings 1,252.7 1,265.8
Net Unrealized Appreciation on Securities 60.4 77.8
-------- --------
Total Shareholders' Equity 1,473.2 1,480.3
-------- --------
Total Liabilities and Shareholders' Equity $5,007.1 $4,871.1
======== ========
</TABLE>
The Notes to the Condensed Consolidated Financial Statements are an integral
part of these financial statements.
2
<PAGE>
UNITRIN, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
March 31, March 31,
1997 1996
--------- ---------
<S> <C> <C>
Operating Activities:
Net Income $ 33.7 $ 25.4
Adjustments to Reconcile Net Income to Net Cash
Provided by Operations:
Change in Deferred Policy Acquisition Costs 2.5 3.5
Equity in Net Income of Investees before Taxes (19.8) (17.5)
Cash Dividends from Investee - -
Amortization of Fixed Maturities 5.5 5.8
Increase in Insurance Reserves and Unearned Premiums (11.0) 12.8
Change in Accrued Expenses and Other Liabilities 16.5 9.8
Net Gains on Sales of Investments (1.3) (1.1)
Provision for Loan Losses 9.9 7.0
Other, Net 23.9 19.3
------- ------
Net Cash Provided by Operating Activities 59.9 65.0
------- ------
Investing Activities:
Sales and Maturities of Fixed Maturities 106.8 28.0
Purchases of Fixed Maturities (198.1) (14.6)
Sales of Equity Securities 12.1 4.9
Purchases of Equity Securities (9.1) (38.9)
Change in Consumer Loans (15.4) (24.4)
Change in Short-term Investments (3.5) (1.0)
Other, Net (7.0) (4.1)
------- ------
Net Cash Provided by Investing Activities (114.2) (50.1)
------- ------
Financing Activities:
Change in Investment Certificates 31.6 17.5
Change in Universal Life and Annuity Accounts 2.8 3.6
Notes Payable Proceeds 67.0 -
Notes Payable Payments (5.2) (0.3)
Cash Dividends Paid (22.4) (21.1)
Common Stock Repurchases (20.7) (14.6)
Other, Net 1.7 0.2
------- ------
Net Cash Used by Financing Activities 54.8 (14.7)
------- ------
Increase in Cash 0.5 0.2
Cash, Beginning of Year 17.0 9.1
------- ------
Cash, End of Period $ 17.5 $ 9.3
======= ======
</TABLE>
The Notes to the Condensed Consolidated Financial Statements are an integral
part of these financial statements.
3
<PAGE>
UNITRIN, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The unaudited Condensed Consolidated Financial Statements included herein have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission") but do not include all
information and footnotes required by generally accepted accounting principles.
In the opinion of management, the Condensed Consolidated Financial Statements
reflect all adjustments necessary for a fair presentation. The preparation of
interim financial statements relies heavily on estimates. This factor and
certain other factors, such as the seasonal nature of some portions of the
insurance business, as well as market conditions, call for caution in drawing
specific conclusions from interim results. The accompanying Condensed
Consolidated Financial Statements should be read in conjunction with the
Consolidated Financial Statements and related notes included in the Company's
Annual Report on Form 10-K filed with the Commission for the year ended December
31, 1996.
Note 2 - Shareholders' Equity
During the three months ended March 31, 1997, the Company repurchased 395,400
shares of its common stock in open market transactions at an aggregate cost of
$20.7 million, bringing the total number of common shares repurchased since
August 1994 to 15,159,033 at a total cost of $743.1 million. Common Stock,
Additional Paid-in Capital and Retained Earnings have been reduced on a pro rata
basis for the cost of the repurchased shares.
Net Income Per Share was computed using 37,475,679 and 38,397,370 weighted
average shares for the three months ended March 31, 1997 and 1996, respectively.
Common stock equivalents of approximately 279,000 were excluded from the
computation of both primary and fully diluted net income per share for the three
months ended March 31, 1997 because the effect of dilution of net income per
share was less than 3 percent. Common stock equivalents of approximately 304,000
were excluded from the computation of both primary and fully diluted net income
per share for the three months ended March 31, 1996 because the effect of
dilution of net income per share was less than 3 percent.
Note 3 - Legal Proceedings
The Company and its subsidiaries are defendants in various legal actions
incidental to their businesses. Some of these actions seek substantial punitive
damages that bear no apparent relationship to the actual damages alleged.
Although no assurances can be given and no determination can be made at this
time as to the outcome of any particular legal action, the Company and its
subsidiaries believe there are meritorious defenses to these legal actions and
are defending them vigorously. The Company believes that resolution of these
matters will not have a material adverse effect on the Company's financial
position.
In connection with one action, Ronnie Dale Bleeker v. Trinity Universal
Insurance Company ("Trinity"), et al., the District Court of Hildalgo County,
Texas, on February 9, 1995 entered a judgment in the amount of $77.0 million,
including attorney's fees of $38.5 million against Trinity, one of the
Company's subsidiaries. The case involves Trinity's alleged improper handling
of a claim made under a $40 thousand automobile insurance policy. Trinity
appealed the judgment to the Thirteenth Court of Appeals in Corpus Christi,
Texas. On February 27, 1997, the court of appeals issued its decision affirming
in part and reversing and remanding in part the judgment of the trial court. The
result is that the judgment has been reduced to $12.8 million plus interest, and
the case has been remanded for a new trial on the plaintiffs' claim of
unconscionability. Both the plaintiffs and Trinity have filed motions for
rehearing with the court of appeals. The Company continues to believe that
Trinity has a number of meritorious defenses and, accordingly, the judgment has
not been accrued in the financial statements.
4
<PAGE>
Note 4 - Supplemental Cash Flow Information
Significant non-cash activity related to the Company's investment in Fixed
maturities and Equity Securities for the three months ended March 31, 1997
were:
<TABLE>
<CAPTION>
<S> <C>
(Dollars in Millions)
Decrease in Unrealized Appreciation on Securities $ 26.9
Effect of Income Taxes (9.5)
------
Decrease in Net Unrealized Appreciation on Securities $ 17.4
======
</TABLE>
[This space left intentionally blank.]
5
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
UNITRIN, INC. AND SUBSIDIAR1ES
SUMMARIZED FINANCIAL INFORMATION
(Dollars in millions)
<TABLE>
<CAPTION>
Three Months Ended
------------------------
March 31, March 31,
1997 1996
--------- ---------
<S> <C> <C>
Revenues:
Property and Casualty Insurance:
Premiums $193.3 $179.9
Net Investment Income 13.9 12.4
------ ------
Total Property and Casualty Insurance 207.2 192.3
------ ------
Life and Health Insurance:
Premiums 113.7 125.7
Net Investment Income 29.8 31.3
------ ------
Total Life and Health Insurance 143.5 157.0
------ ------
Consumer Finance 31.4 28.8
------ ------
Total Segment Revenues 382.1 378.1
------ ------
Net Gains on Sales of Investments 1.3 1.1
Other (1.3) 1.4
------ ------
Total Revenues $382.1 $380.6
====== ======
Income before Income Taxes and
Equity in Net Income of Investees:
Property and Casualty Insurance $ 22.7 $ 11.5
Life and Health Insurance 8.6 5.0
Consumer Finance 3.2 6.1
------ ------
Total Segment Operating Profit 34.5 22.6
------ ------
Net Gains on Sales of Investments 1.3 1.1
Net Corporate and Other Expenses (4.3) (2.9)
------ ------
Income before Income Taxes and
Equity in Net Income of Investees $ 31.5 $ 20.8
====== ======
</TABLE>
6
<PAGE>
Property and Casualty Insurance
Premiums in the Property and Casualty Insurance segment increased by $13.4
million for the three months ended March 31, 1997, compared to the same period
in 1996, due to the January 1997 acquisition of Union Automobile Indemnity
Company ("Union Auto") (see below) and due to higher volume of automobile
insurance. Net Investment Income in the Property and Casualty Insurance segment
increased $1.5 million partially due to the acquisition of Union Auto. Operating
Profit in the Property and Casualty Insurance segment increased by $11.2 million
primarily due to improved loss experience in automobile insurance and lower
storm and other weather-related damage.
In January 1997, the Company completed its acquisition of Union Auto for
approximately $18.6 million in Unitrin, Inc. common stock valued in accordance
with EITF No. 95-19, "Determination of the Measurement Date for the Market Price
of Securities Issued In A Purchased Business Combination". The acquisition has
been accounted for by the purchase method and, accordingly, the operations of
Union Auto are included in the Company's financial statements from the date of
acquisition. The Company anticipates that premiums in the Property and Casualty
Insurance segment will increase by approximately $35 million in 1997 as a result
of the acquisition.
Life and Health Insurance
Premiums in the Life and Health Insurance segment decreased by $12.0 million for
the three months ended March 31, 1997, compared to the same period in 1996.
Accident and Health Insurance premiums decreased by $4.1 million primarily due
to lower volume. Life Insurance premiums decreased $7.9 million primarily due to
the ceding of certain life insurance policies to third parties (see below). Net
Investment Income in the Life and Health Insurance segment decreased by $1.5
million due primarily to a lower level of investments as a result of ceding
certain life insurance policies to third parties. Operating Profit in the Life
and Health Insurance segment increased by $3.6 million primarily due to improved
mortality experience.
Effective May 31, 1996 and January 1, 1997, United Insurance Company of America
("United"), one of the Company's Life and Health Insurance subsidiaries, entered
into reinsurance agreements to cede certain life insurance policies to third
parties. Life insurance reserves related to these blocks were approximately $140
million at March 31, 1997. At March 31, 1997 the Company had not been relieved
of its primary obligation to these policyholders. In accordance with the
provisions of SFAS No. 113, "Accounting and Reporting for Reinsurance of Short
Duration and Long Duration Contracts", the Company therefore continues to
include the life insurance reserves related to these blocks of business on its
balance sheet along with a corresponding amount classified as Other Receivables.
As a result of these reinsurance transactions, the Company expects that Premiums
and Net Investment Income recorded in the Life and Health Insurance segment for
1997 will decrease by approximately $17 million and $4 million, respectively,
compared to the prior year reflecting the full year impact of the transactions.
Consumer Finance
Revenues in the Consumer Finance segment increased by $2.6 million for the three
months ended March 31, 1997, compared to the same period in 1996, as a result of
a higher level of loans outstanding. Operating Profit in the Consumer Finance
segment decreased by $2.9 million due primarily to higher provisions for loan
losses.
Net Corporate Expense
Net Corporate and Other Expenses were $4.3 million for the three months ended
March 31, 1997, compared to $2.9 million for the same period in 1996. Corporate
Expense is recorded net of Corporate investment income. Corporate investment
income decreased $1.4 million for the three months ended March 31, 1997
compared to the same period in 1996 primarily due to the timing of dividends on
the Company's investment in Navistar Preferred Stock.
Other Items
During the first three months of 1997, the Company repurchased 395,400 shares of
its common stock in open market transactions at an aggregate cost of $20.7
million. The repurchases were made with general corporate funds. At March 31,
1997, the unused commitment under the Company's revolving credit agreement was
$235 million. In addition, for the remainder of 1997, the Company's subsidiaries
would be able to pay approximately $171 million in dividends to the Company
without prior regulatory approval.
7
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Information concerning pending legal proceedings is incorporated herein by
reference to Note 3 to the Condensed Consolidated Financial Statements
(Unaudited) in Part I of this Form 10-Q.
Item 2. Changes in Securities
Effective January 1, 1997, the Company issued 342,000 shares of Unitrin, Inc.
Common Stock to Union Automobile Insurance Company ("Union Insurance") in
exchange for all the issued and outstanding common stock of its wholly-owned
subsidiary, Union Automobile Indemnity Company. The Company claims exemption
from registration of such shares pursuant to Section 4(2) of the Securities Act
of 1933 based on, among other things, certain investment representations made by
Union Insurance as the sole purchaser of such shares and the institutional
nature of Union Insurance.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
3.1 Certificate of Incorporation (Incorporated herein by reference to
Exhibit 3.1 to Unitrin's Registration Statement on Form 10 dated
February 15, 1990.)
3.2 Amended and Restated By-Laws (Incorporated herein by reference to
Exhibit 3.2 to the Company's 1994 Annual Report on Form 10-K.)
4 Rights Agreement between the Company and First Chicago Trust Company
of New York, as rights agent, dated as of August 3, 1994 (incorporated
herein by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A dated August 3, 1994)
10.1 Unitrin, Inc. 1990 Stock Option Plan as amended and Restated
(Incorporated herein by reference to Exhibit 10.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.)
10.2 Unitrin, Inc. 1995 Non-Employee Director Stock Option Plan
(Incorporated herein by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995.)
10.3 Unitrin, Inc. Pension Equalization Plan (Incorporated by reference to
Exhibit 10.4 to Unitrin's Annual Report on Form 10-K for the year
ended December 31, 1994.)
10.4 Unitrin is a party to individual severance agreements (the form of
which is incorporated herein by reference to Exhibit 10.5 to the
Company's 1994 Annual Report on Form 10-K), with following executive
officers:
Jerrold V. Jerome (Chairman)
Richard C. Vie (President and Chief Executive Officer)
David F. Bengston (Vice President)
James W. Burkett (Vice President)
Thomas H. Maloney (Vice President & General Counsel)
Eric J. Draut (Treasurer & Chief Financial Officer)
Scott Renwick (Secretary)
(Note: Each of the foregoing agreements is identical except that the
severance compensation multiple is 2.99 for Messrs. Jerome and Vie and
2.0 for the other executive officers. The term of these agreements has
been extended by action of Unitrin's board of directors through
December 31, 1997.)
10.5 Severance Compensation Plan After Change of Control (Incorporated
herein by reference to Exhibit 10.6 to the Company's 1994 Annual
Report on Form 10-K; the term of this plan has been extended by
Unitrin's board of directors through December 31, 1997.)
10.6 Credit Agreement, dated January 24, 1995 among Unitrin, Inc.,
NationsBank, N.A. (Carolinas), The First National Bank of Chicago and
First Interstate Bank of California (Incorporated by reference to
Exhibit 10.7 to Unitrin's Annual Report on Form 10-K for the year
ended December 31, 1994.)
10.7 First Amendment to Credit Agreement, dated July 14,1995 (Incorporated
herein by reference to Exhibit 10.10 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995.)
10.8 Tax Allocation Agreement by and among Company and its Subsidiaries and
Teledyne, Inc. (Incorporated by reference to Amendment No. 1, dated
April 5, 1990, on Form 8 to the Company's Registration Statement on
Form 10.)
27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter ended
March 31, 1997.
8
<PAGE>
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.
Unitrin, Inc.
Date: May 5, 1997 /s/ Richard C. Vie
-------------------------------------
Richard C. Vie
President and Chief Executive Officer
Date: May 5, 1997 /s/ Eric J. Draut
-------------------------------------
Eric J. Draut
Treasurer and Chief Financial Officer
(Principal Accounting Officer)
9
<PAGE>
Exhibit Index
3.1 Certificate of Incorporation (Incorporated herein by reference to
Exhibit 3.1 to Unitrin's Registration Statement on Form 10 dated
February 15, 1990.)
3.2 Amended and Restated By-Laws (Incorporated herein by reference to
Exhibit 3.2 to the Company's 1994 Annual Report on Form 10-K.)
4 Rights Agreement between the Company and First Chicago Trust Company
of New York, as rights agent, dated as of August 3, 1994 (incorporated
herein by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A dated August 3, 1994)
10.1 Unitrin, Inc. 1990 Stock Option Plan as amended and Restated
(Incorporated herein by reference to Exhibit 10.1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.)
10.2 Unitrin, Inc. 1995 Non-Employee Director Stock Option Plan
(Incorporated herein by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1995.)
10.3 Unitrin, Inc. Pension Equalization Plan (Incorporated by reference to
Exhibit 10.4 to Unitrin's Annual Report on Form 10-K for the year
ended December 31, 1994.)
10.4 Unitrin is a party to individual severance agreements (the form of
which is incorporated herein by reference to Exhibit 10.5 to the
Company's 1994 Annual Report on Form 10-K), with following executive
officers:
Jerrold V. Jerome (Chairman)
Richard C. Vie (President and Chief Executive Officer)
David F. Bengston (Vice President)
James W. Burkett (Vice President)
Thomas H. Maloney (Vice President & General Counsel)
Eric J. Draut (Treasurer & Chief Financial Officer)
Scott Renwick (Secretary)
(Note: Each of the foregoing agreement is identical except that the
severance compensation multiple is 2.99 for Messrs. Jerome and Vie and
2.0 for the other executive officers. The term of these agreements
has been extended by action of Unitrin's board of directors through
December 31, 1997.)
10.5 Severance Compensation Plan After Change of Control (Incorporated
herein by reference to Exhibit 10.6 to the Company's 1994 Annual
Report on Form 10-K; the term of this plan has been extended by
Unitrin's board of directors through December 31, 1997.)
10.6 Credit Agreement, dated January 24, 1995 among Unitrin, Inc.,
NationsBank, N.A. (Carolinas), The First National Bank of Chicago and
First Interstate Bank of California (Incorporated by reference to
Exhibit 10.7 to Unitrin's Annual Report on Form 10-K for the year
ended December 31, 1994.)
10.7 First Amendment to Credit Agreement, dated July 14,1995 (Incorporated
herein by reference to Exhibit 10.10 to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1995.)
10.8 Tax Allocation Agreement by and among Company and its Subsidiaries and
Teledyne, Inc. (Incorporated by reference to Amendment No. 1, dated
April 5, 1990, on Form 8 to the Company's Registration Statement on
Form 10.)
27 Financial Data Schedule
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 7
<LEGEND> This schedule contains summary financial information extracted from
the Condensed Consolidated Financial Statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<DEBT-HELD-FOR-SALE> 2,266,100
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 260,000
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 3,408,200
<CASH> 17,500
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 5,007,100
<POLICY-LOSSES> 2,069,300
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 121,600
<COMMON> 3,700
0
0
<OTHER-SE> 1,469,500
<TOTAL-LIABILITY-AND-EQUITY> 5,007,100
307,000
<INVESTMENT-INCOME> 42,400
<INVESTMENT-GAINS> 1,300
<OTHER-INCOME> 31,400
<BENEFITS> 195,000
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 155,600<F1>
<INCOME-PRETAX> 31,500
<INCOME-TAX> 10,600
<INCOME-CONTINUING> 33,700<F2>
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,700
<EPS-PRIMARY> 0.90
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
<FN>
<F1> Includes Consumer Finance Expenses of $29.8 million and Other Expenses of
$3.1 million.
<F2> Includes Equity in Net Income of Investees of $12.8 million.
</FN>
</TABLE>
