Form 10-K
     

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All tables in millions, except per share data)

13. ASSET SECURITIZATIONS

    The Company securitizes installment loan receivables through a $1.0 billion commercial paper warehouse facility with unrelated financial institutions. During 2000, the Company sold unsecured installment loan finance receivables of $580.1 million under this program, net of retained interests. The Company continues to service and receive annual servicing fees on the outstanding balance of securitized receivables. The Company also retains a subordinated interest in the sold receivables and the rights to future cash flows arising from the receivables after the investors receive their contractual return. The Company provides additional credit enhancement in the form of restricted cash deposits. At December 31, 2000, $576.3 million was outstanding under this program, net of retained interests. As further discussed in Note 12, Derivative Financial Instruments, the Company enters into interest rate protection agreements to manage the interest rate changes on amounts securitized and on the Company's retained interests.

    The Company also securitizes installment loan receivables through the issuance of asset-backed notes through a non-consolidated special purpose entity under a $2.0 billion shelf registration statement. Through December 31, 2000, $1.48 billion has been issued and approximately $521.5 million remains to be issued under this program. The Company uses proceeds from these notes to refinance installment loans previously securitized under the warehouse facility and to securitize additional loans held by the Company. The Company provides credit enhancement related to these notes in the form of overcollateralization, a reserve fund and a third party surety bond. The Company retains responsibility for servicing the loans for which it is paid a servicing fee. During 2000, approximately $691.7 million in additional asset-backed notes were issued and at December 31, 2000, $1.0 billion was outstanding under this program, net of retained interests.

    These transactions typically result in the recording of a securitization asset in the form of an interest-only strip which represents the present value of the future residual cash flows from securitized receivables. The investors and the securitization trusts have no recourse to the Company's assets for failure of debtors to pay when due except to the extent of the Company's rights to future cash flow and any subordinated interest the Company retains.

    In 2000, recognized pre-tax gains on the securitization of installment loan receivables were not material to the Company's Consolidated Financial Statements.

    A summary of cash flows received from securitization trusts for the year ended December 31, 2000, were as follows:

                                                                          
           Proceeds from securitizations under warehouse facility ........    $  580.1
           Proceeds from securitizations under shelf registration ........       691.7
           Servicing fees received .......................................        17.4
           Other cash flows received on retained interests(1) ............        70.7
           Purchases of assets from warehouse facility ...................      (639.6)
                                                                              --------
                                                                              $  720.3
                                                                              ========
(1) Other cash flows primarily include cash flows from interest-only strips and other retained interests, excluding servicing fees.

    The key economic assumptions used in measuring the retained interests and net initial gains or losses at the date of securitization resulting from securitizations completed during the year ended December 31, 2000 were as follows:


Description:                                                             Assumption(1)
------------                                                            --------------
                                                                     
         Voluntary prepayment speed (ABS) ...........................         1.33%
         Weighted-average life (in years) ...........................         1.72
         Expected credit losses (annual rate) .......................         1.08%
         Discount rate on residual cash flows (annual rate) .........         9.50%
         Yield (interest rate on receivables) .......................        12.05%
         Variable rate to investors .................................         7.39%

(1) The weighted-average rates for securitizations entered into during the period for securitizations of loans with similar characteristics.

    At December 31, 2000, the carrying value (current fair value) of the interest-only strips was $68.5 million, with a weighted-average life of 1.58 years. The sensitivity of the current fair value of the residual cash flows to 10 percent and 20 percent unfavorable changes in assumptions are presented in the table below. These sensitivities are hypothetical and should not be considered to be predictive of future performance. The effect of a variation in a particular assumption on the fair value of the residual cash flow is calculated independently from any change in another assumption. In reality, changes in one factor may contribute to changes in another (for example, increases in market interest rates may result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities. Furthermore, the estimated fair values as disclosed should not be considered indicative of future earnings on these assets. The current annual rate assumptions reflect expected performance of the total loans securitized as of December 31, 2000.


                                                                        $ Effect on Interest-Only Strip of
                                                                        ----------------------------------
                                                          Current           10% Change       20% Change
Description:                                          Rate Assumption     in Assumption     in Assumption
------------                                        -----------------   ---------------   ----------------
                                                                                  
Voluntary prepayment speed (ABS) .................          1.16%            $  2.4           $  4.8
Expected credit losses (annual rate) .............          1.06%            $  2.2           $  4.3
Discount rate on residual cash flows
  (annual rate) ..................................          9.50%            $  1.0           $  1.9
Variable rate to investors (annual rate) .........          7.30%            $ 16.6           $ 32.9


    As of December 31, 2000, the Company had expected static pool credit losses of 2.28%, which would have averaged to an annual rate of 1.13%.

    The following summarizes information about managed or securitized installment loans and delinquencies and net credit losses at December 31, 2000:


                                                   Total Principal     Principal Amount of Loans
                                                   Amount of Loans     60 Days or More Past Due
                                                  -----------------   --------------------------
                                                                
   Loans securitized ..........................      $  1,619.2                 $  7.8
   Loans retained on balance sheet ............            50.3                     .4
                                                     ----------                 ------
   Total loans managed or securitized .........      $  1,669.5                 $  8.2
                                                     ==========                 ======


    Net credit losses are charge-offs less recoveries and are based on total installment loans managed or securitized. Net credit losses during the year ended December 31, 2000 totaled $31.5 million.