<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994.
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from _______ to _______.
Commission file number 33-50351.
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
(Exact name of registrant as specified in its charter)
The Netherlands Not Applicable
(State or other jurisdiction (I.R.S.Employer
incorporation or organization) Identification No.)
Hoekenrode 6
1102 BR
Amsterdam, Netherlands
(Address of principal executive offices)
Registrant's Telephone number, including
area code: 011-31-20-6298033
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
5.25% Senior Notes Due October 15, 1998
6.00% Senior Notes Due March 15, 1999
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 400 shares of the registrant's
voting securities outstanding, all of which are owned by
Household Overseas Limited.<PAGE>
<PAGE> 2
PART 1. FINANCIAL INFORMATION
1. Financial Statements
Household International Netherlands B.V.
STATEMENTS OF INCOME
In thousands.
- -----------------------------------------------------------------
Nine months ended Three months ended
September 30, September 30,
1994 1993 1994 1993
- -----------------------------------------------------------------
Interest income $11,972.6 - $4,652.7 -
Interest expense 11,380.8 - 4,394.6 -
- -----------------------------------------------------------------
Net interest margin 591.8 - 258.1 -
General and administrative
expenses 42.8 - 13.5 -
- -----------------------------------------------------------------
Net income before income
taxes 549.0 - 244.6 -
Income taxes 207.2 - 94.9 -
- -----------------------------------------------------------------
Net income $ 341.8 - $ 149.7 -
=================================================================
See notes to condensed financial statements.<PAGE>
<PAGE> 3
Household International Netherlands B.V.
BALANCE SHEETS
In thousands.
- ---------------------------------------------------------------
September 30, December 31,
1994 1993
- ---------------------------------------------------------------
ASSETS
- ------
Cash $ 256.0 $ 14.7
Accrued interest receivable
and other assets 3,865.1 1,461.1
Intercompany loan 297,792.3 124,050.9
Deferred issuance costs 1,330.6 660.7
- ---------------------------------------------------------------
Total assets $303,244.0 $126,187.4
===============================================================
LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
Accrued interest payable and
accrued liabilities $ 3,718.0 $ 1,414.4
Senior notes payable 299,122.9 124,711.7
- ---------------------------------------------------------------
Total liabilities 302,840.9 126,126.1
- ---------------------------------------------------------------
Shareholder's equity:
Common stock .4 .4
Additional paid-in capital 19.6 19.6
Retained earnings 383.1 41.3
- ---------------------------------------------------------------
Total shareholder's equity 403.1 61.3
- ---------------------------------------------------------------
Total liabilities and
shareholder's equity $303,244.0 $126,187.4
===============================================================
See notes to condensed financial statements.<PAGE>
<PAGE> 4
Household International Netherlands B.V.
STATEMENTS OF CASH FLOWS
In thousands.
- --------------------------------------------------------------
Nine months ended September 30 1994 1993
- --------------------------------------------------------------
CASH PROVIDED BY OPERATIONS
Net income $ 341.8 -
Adjustments to reconcile net income
to net cash provided by operations:
Accrued interest receivable
and other assets (2,404.1) -
Arrangement fee 1,592.5 -
Deferred issuance costs (875.0) -
Accrued interest payable
and accrued liabilities 2,303.6 -
- --------------------------------------------------------------
Cash provided by operations 958.8 -
- --------------------------------------------------------------
INVESTMENT IN OPERATIONS
Intercompany loan originated (175,000.0) -
- --------------------------------------------------------------
Cash decrease from investments
in operations (175,000.0) -
- --------------------------------------------------------------
FINANCING TRANSACTIONS
Senior notes payable issued 174,282.5 -
- --------------------------------------------------------------
Cash increase from
financing transactions 174,282.5 -
- --------------------------------------------------------------
Increase in cash 241.3 -
Cash at January 1 14.7 $20.0
- --------------------------------------------------------------
Cash at September 30 $ 256.0 $20.0
==============================================================
Supplemental cash flow information:
Interest paid $ 8,910.4 -
==============================================================
Income taxes paid $ 40.3 -
==============================================================
See notes to condensed financial statements.<PAGE>
<PAGE> 5
Notes to Condensed Financial Statements
Household International Netherlands B.V. (the "Company") was
organized under the Dutch Civil Code on September 14, 1990. All
of the outstanding voting securities of the company are owned by
Household Overseas Limited, which is a wholly-owned subsidiary of
Household International (U.K.) Limited ("HIUK"). The ultimate
parent company is Household International, Inc. ("Household
International"), a Delaware corporation. The Company was
organized solely to serve as a source of financing, directly or
indirectly, for HFC Bank plc ("HFC Bank"), also a wholly-owned
subsidiary of HIUK. The Company's functional currency is the
U.S. dollar, as the majority of the Company's activities are
denominated in U.S. dollars.
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. The information furnished herein
reflects all adjustments which are, in the opinion of management,
necessary for a fair statement of the results for the interim
periods. All such adjustments are of a normal recurring nature.
1. EXPLANATION ADDED TO FINANCIAL STATEMENTS PREPARED FOR USE IN
THE UNITED STATES
The Company maintains its accounts in accordance with
accounting principles and practices employed by enterprises
in the Netherlands. The accompanying financial statements
reflect certain adjustments not recorded on the Company's
books, to present these statements in accordance with
generally accepted accounting principles of the U.S., and
therefore differ from the statements prepared for use in the
Netherlands. These adjustments, which had no impact on
either net income or shareholder's equity in 1994 or 1993,
were as follows:
A. Deferral of loan arrangement fees totaling $2,580,000.
These amounts have been netted against the intercompany
loans and are being amortized over the expected terms of
the loans. The amortization was included in interest
income in the accompanying statements of income.
B. Deferral of senior notes payable issuance costs totaling
$1,562,500. These costs have been recorded as an asset
and are being amortized over the expected terms of the
notes. The amortization was included in interest expense
in the accompanying statements of income.
C. Deferral of senior notes payable discounts totaling
$1,017,500. These discounts have been netted against the
senior notes payable and are being amortized over the
expected terms of the notes. The amortization was
included in interest expense in the accompanying
statements of income.
2. INTERCOMPANY LOANS
In thousands.
-----------------------------------------------------------
September 30, December 31,
1994 1993
-----------------------------------------------------------
Due from HFC Bank plc $300,000.0 $125,000.0
Unamortized arrangement fee (2,207.7) (949.1)
-----------------------------------------------------------
Total intercompany loans $297,792.3 $124,050.9
===========================================================
<PAGE>
<PAGE> 6
3. SENIOR NOTES PAYABLE
In thousands.
-----------------------------------------------------------
September 30, December 31,
1994 1993
-----------------------------------------------------------
Notes payable, 5.25%
due October 15, 1998 $125,000.0 $125,000.0
Notes payable, 6.00%
due March 15, 1999 175,000.0 -
Unamortized discount (877.1) (288.3)
-----------------------------------------------------------
Total senior notes payable $299,122.9 $124,711.7
===========================================================
The senior notes payable, which were issued in the U.S., are
guaranteed as to the payment of principal and interest until
maturity by Household International.<PAGE>
<PAGE> 7
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
There were no new developments in the third quarter of 1994.<PAGE>
<PAGE> 8
PART II
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
12(a) Statement on the Computation of Ratio of Earnings to
Fixed Charges of the Company.
12(b) Statement on the Computation of Ratio of Earnings to
Fixed Charges and to Combined Fixed Charges and
Preferred Stock Dividends of Household International
(incorporated by reference to Exhibit 12 of Household
International's Quarterly Report on Form 10-Q for the
nine months ended September 30, 1994).
27 Financial Data Schedule.
(b) Reports on Form 8-K.
During the three months ended September 30, 1994, the
Company filed no Reports on Form 8-K.<PAGE>
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, Household International Netherlands B.V. has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
Dated: November 14, 1994
By: /s/ John W. Blenke
------------------------------
President, Chairman of the Board
and Chief Executive Officer<PAGE>
<PAGE> 10
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
12(a) Statement on the Computation of Ratio of Earnings to
Fixed Charges of the Company.
12(b) Statement on the Computation of Ratio of Earnings to
Fixed Charges and to Combined Fixed Charges and
Preferred Stock Dividends of Household International
(incorporated by reference to Exhibit 12 of Household
International's Quarterly Report on Form 10-Q for the
nine months ended September 30, 1994).
27 Financial Data Schedule.
EXHIBIT 12(a)
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(All dollar amounts are stated in thousands.)
Nine months ended September 30 1994*
- ----------------------------------------------------------------
Income from operations $ 341.8
- ----------------------------------------------------------------
Income taxes 207.2
- ----------------------------------------------------------------
Fixed charges:
Interest expense 11,380.8
- ----------------------------------------------------------------
Total earnings as defined $11,929.8
================================================================
Ratio of earnings to fixed charges 1.05
================================================================
* During the nine months ended September 30, 1993, the Company had
no active operations; consequently, the ratio of earnings to fixed
charges is not meaningful and has been omitted.
<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
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 256,000
<SECURITIES> 0
<RECEIVABLES> 297,792,300
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 303,244,000
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 299,122,900
<COMMON> 400
0
0
<OTHER-SE> 402,700
<TOTAL-LIABILITY-AND-EQUITY> 303,244,000
<SALES> 0
<TOTAL-REVENUES> 11,972,600
<CGS> 0
<TOTAL-COSTS> 42,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,380,800
<INCOME-PRETAX> 549,000
<INCOME-TAX> 207,200
<INCOME-CONTINUING> 341,800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 341,800
<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>
