AMERICAN GENERAL FINANCE INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 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 1-7422

American General Finance, Inc.
(Exact name of registrant as specified in its charter)

Indiana 35-1313922
(State of incorporation) (I.R.S. Employer Identification No.)

601 N.W. Second Street, Evansville, IN 47708
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (812) 424-8031

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

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, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ]. Not applicable.

The registrant meets the conditions set forth in General Instructions
I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with
the reduced disclosure format.

At March 19, 1998, no common stock of the registrant was held by a
non-affiliate.

At March 19, 1998, there were 2,000,000 shares of the registrant's common
stock, $.50 par value, outstanding.

TABLE OF CONTENTS

Item Page

Part I 1. Business . . . . . . . . . . . . . . . . . . . . . . . 3

2. Properties . . . . . . . . . . . . . . . . . . . . . . 17

3. Legal Proceedings . . . . . . . . . . . . . . . . . . 17

4. Submission of Matters to a Vote of Security Holders. . *

Part II 5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . 18

6. Selected Financial Data . . . . . . . . . . . . . . . 18

7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . 19

7A. Quantitative and Qualitative Disclosures About
Market Risk . . . . . . . . . . . . . . . . . . . . 30

8. Financial Statements and Supplementary Data . . . . . 31

9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . **

Part III 10. Directors and Executive Officers of the Registrant . . *

11. Executive Compensation . . . . . . . . . . . . . . . . *

12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . *

13. Certain Relationships and Related Transactions . . . . *

Part IV 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . 61

* Items 4, 10, 11, 12, and 13 are not included, as per conditions
met by Registrant set forth in General Instructions I(1)(a) and
(b) of Form 10-K.

** Item 9 is not included, as no information was required by Item
304 of Regulation S-K.

3

PART I

Item 1. Business.

GENERAL

American General Finance, Inc. will be referred to in this document as
"AGFI" or collectively, with its subsidiaries, whether directly or
indirectly owned, as the "Company". AGFI was incorporated in Indiana in
1974 to become the parent holding company of American General Finance
Corporation (AGFC). AGFC was incorporated in Indiana in 1927 as successor
to a business started in 1920. Since 1982, AGFI has been a direct or
indirect wholly-owned subsidiary of American General Corporation (American
General), the parent company of one of the nation's largest diversified
financial services organizations. Headquartered in Houston, Texas,
American General's operating subsidiaries are leading providers of
retirement services, life insurance, and consumer loans. American General,
a Texas corporation, is the successor to American General Insurance
Company, an insurance company incorporated in Texas in 1926.

AGFI is a financial services holding company whose principal subsidiaries
are AGFC and American General Financial Center (AGFC-Utah). AGFC is also a
holding company with subsidiaries engaged primarily in the consumer finance
and credit insurance business. The Company conducts the credit insurance
business as part of the consumer finance business through Merit Life
Insurance Co. (Merit) and Yosemite Insurance Company (Yosemite), which are
both subsidiaries of AGFC. AGFC-Utah is an industrial loan company engaged
primarily in the consumer finance business. AGFC-Utah partially funds its
operations by accepting public deposits insured by the Federal Deposit
Insurance Corporation.

At December 31, 1997, the Company had 1,354 offices in 41 states, Puerto
Rico, and the U.S. Virgin Islands and approximately 8,500 employees. The
Company's executive offices are located in Evansville, Indiana.

Selected Financial Information

The Company reclassified credit card and certain private label finance
receivables to assets held for sale on December 31, 1996. Because the
reclassification was effective on the last day of the year, it had no
effect on average net receivables; yield; finance receivable loss
experience; and finance receivables originated, renewed, and purchased for
1996. See Consumer Finance Operations for further information on this
reclassification.

The following table shows selected financial information of the Company:

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Average finance receivables net
of unearned finance charges
(average net receivables) $7,522,841 $8,123,947 $8,283,485

Average borrowings $7,123,397 $7,170,371 $7,381,504

4

Item 1. Continued

At or for the
Years Ended December 31,
1997 1996 1995

Yield - finance charges as a
percentage of average net
receivables 16.81% 17.85% 18.02%

Borrowing cost - interest
expense as a percentage of
average borrowings 6.80% 6.88% 7.01%

Interest spread - yield
less borrowing cost 10.01% 10.97% 11.01%

Insurance revenues as a
percentage of average
net receivables 2.51% 2.54% 2.68%

Operating expenses as a
percentage of average
net receivables 6.31% 6.31% 5.64%

Allowance ratio - allowance for
finance receivable losses as
a percentage of net finance
receivables 4.65% 5.18% 5.85%

Charge-off ratio - charge-offs net
of recoveries as a percentage of
the average of net finance
receivables at the beginning of
each month during the period 3.60% 5.47% 3.77%

Delinquency ratio - finance
receivables 60 days or more
past due as a percentage
of related receivables 3.60% 3.83% 4.13%

Return on average assets 1.42% .37% .90%

Return on average equity 10.49% 2.63% 6.59%

Ratio of earnings to fixed charges
(refer to Exhibit 12 herein
for calculations) 1.41 1.11 1.22

Debt to tangible equity ratio -
debt to equity less goodwill
and net unrealized gains or
losses on fixed-maturity
investment securities 7.52 8.40 7.44

Debt to equity ratio 5.75 6.36 5.65

5

Item 1. Continued

CONSUMER FINANCE OPERATIONS

Through its finance subsidiaries, the Company makes loans directly to
individuals, purchases retail sales contract obligations of individuals,
and offers private label services.

In its lending operations, the Company generally takes a security interest
in real property and/or personal property of the borrower. Of the loans
outstanding at December 31, 1997, 93% were secured by such property. At
December 31, 1997, mortgage loans accounted for 62% of the amount of loans
outstanding and 13% of the number of loans outstanding, compared to 60% and
14%, respectively, at December 31, 1996. Loans secured by real property
generally have maximum original terms of 180 months. Such loans with
maximum original terms exceeding 180 months generally contain call
provisions at various times throughout the contract. Loans secured by
personal property or that are unsecured generally have maximum original
terms of 60 months.

In its retail operations, the Company purchases retail sales contracts
arising from the retail sale of consumer goods and services, and provides
private label services for various business entities. Retail sales
contracts are primarily closed-end accounts which consist of a single
purchase. Private label are open-end revolving accounts that can be used
for repeated purchases. Retail sales contracts are secured by the real
property or personal property giving rise to the contract and generally
have a maximum original term of 60 months. Private label are secured by a
purchase money security interest in the goods purchased and generally
require minimum monthly payments based on current balances.

In fourth quarter 1996, the Company decided to offer for sale $874.8
million of non-strategic, underperforming finance receivable portfolios,
consisting of $520.3 million of credit card and $354.5 million of private
label finance receivables. The Company reclassified these finance
receivables and $70.0 million of allowance for finance receivable losses to
assets held for sale on December 31, 1996. In June 1997, the Company sold
all of the assets held for sale (with a remaining balance of $658.1
million) and $81.4 million of other private label finance receivables. See
Note 9. of the Notes to Consolidated Financial Statements in Item 8. for
further information on the reclassification and subsequent sale of non-
strategic assets.

Prior to such sale, the Company issued MasterCard and VISA credit cards to
individuals through branch and direct mail solicitation programs. Credit
cards were unsecured and required minimum monthly payments based on current
balances.

6

Item 1. Continued

Finance Receivables

All finance receivable data in this report (except as otherwise indicated)
is calculated on a net basis -- that is, after deduction of unearned
finance charges but before deduction of an allowance for finance receivable
losses.

Effective January 1, 1997, certain real estate loans having advances of
less than $10,000 and high loan-to-value ratios were reclassified from real
estate to non-real estate loans. From a servicing and collection
standpoint, these loans are administered more like non-real estate loans
than real estate loans. This reclassification affected $255.0 million of
loans at January 1, 1997.

The following table shows the amount, number, and average size of finance
receivables originated, renewed, and purchased during the period by type of
finance receivable:
Years Ended December 31,
1997 1996 1995
Amount (in thousands):

Real estate loans $1,584,101 $1,347,133 $1,266,725
Non-real estate loans 2,437,266 2,224,472 2,953,054
Retail sales contracts 1,200,867 1,042,134 1,494,903
Private label 255,485 336,550 624,212
Credit cards - 502,379 567,090

Total originated and renewed 5,477,719 5,452,668 6,905,984
Net purchased (a) 598,608 946,168 23,495

Total originated, renewed,
and purchased $6,076,327 $6,398,836 $6,929,479

Number:

Real estate loans 59,927 67,583 72,940
Non-real estate loans 906,756 965,384 1,445,451
Retail sales contracts 831,520 787,888 1,242,537
Private label 137,361 201,888 433,165

Total 1,935,564 2,022,743 3,194,093

Average size (to nearest dollar):

Real estate loans $26,434 $19,933 $17,367
Non-real estate loans 2,688 2,304 2,043
Retail sales contracts 1,444 1,323 1,203
Private label 1,860 1,667 1,441

(a) See Note 4. of the Notes to Consolidated Financial Statements in
Item 8. for information on purchases of finance receivables from
affiliates.

7

Item 1. Continued

The following table shows the amount, number, and average size of finance
receivables at the end of the period by type of finance receivable:

December 31,
1997 1996 1995

Amount (in thousands):

Real estate loans $4,155,167 $3,734,195 $2,904,016
Non-real estate loans 2,554,888 2,516,009 2,765,361
Retail sales contracts 1,050,442 998,441 1,240,708
Private label 250,691 376,580 942,706
Credit cards - - 557,603

Total $8,011,188 $7,625,225 $8,410,394

Number:

Real estate loans 163,119 200,420 169,956
Non-real estate loans 1,132,039 1,243,204 1,460,714
Retail sales contracts 864,775 885,556 1,176,165
Private label 200,505 276,184 504,184
Credit cards - - 449,591

Total 2,360,438 2,605,364 3,760,610

Average size (to nearest dollar):

Real estate loans $25,473 $18,632 $17,087
Non-real estate loans 2,257 2,024 1,893
Retail sales contracts 1,215 1,127 1,055
Private label 1,250 1,364 1,870
Credit cards - - 1,240

Average Net Receivables and Yield

Finance charges on discounted finance receivables and interest on interest-
bearing finance receivables are recognized as revenue on the accrual basis
using the interest method. The accrual of revenue is suspended when the
fourth contractual payment becomes past due for loans and retail sales
contracts and when the sixth contractual payment becomes past due for
private label. For credit cards, the accrual of revenue was suspended when
the sixth contractual payment became past due. Extension fees and late
charges are recognized as revenue when received.

Nonrefundable points and fees on loans are recognized as revenue on the
accrual basis using the interest method over the lesser of the contractual
term or the estimated life based upon prepayment experience. If a loan
liquidates before amortization is completed, any unamortized fees are
recognized as revenue at the date of liquidation.

8

Item 1. Continued

The Company defers costs associated with the origination of certain finance
receivables. Deferred origination costs are included in finance
receivables and are amortized to revenue on the accrual basis using the
interest method over the lesser of the contractual term or the estimated
life based upon prepayment experience. If a finance receivable liquidates
before amortization is completed, any unamortized costs are charged to
revenue at the date of liquidation.

The following table shows average net receivables and yield by type of
finance receivable:

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Real estate loans:
Average net receivables $3,711,444 $3,129,379 $2,846,845
Yield 13.71% 14.83% 15.02%

Non-real estate loans:
Average net receivables $2,542,651 $2,549,750 $2,747,661
Yield 21.84% 22.29% 21.83%

Total loans:
Average net receivables $6,254,095 $5,679,129 $5,594,506
Yield 17.02% 18.18% 18.37%

Retail sales contracts:
Average net receivables $ 967,189 $1,080,527 $1,232,395
Yield 16.08% 16.95% 17.14%

Private label:
Average net receivables $ 301,557 $ 835,191 $ 949,979
Yield 14.92% 15.15% 15.35%

Total retail sales finance:
Average net receivables $1,268,746 $1,915,718 $2,182,374
Yield 15.80% 16.16% 16.36%

Credit cards:
Average net receivables $ - $ 529,100 $ 506,605
Yield - % 20.41% 21.28%

Total:
Average net receivables $7,522,841 $8,123,947 $8,283,485
Yield 16.81% 17.85% 18.02%

9

Item 1. Continued

Finance Receivable Credit Quality Information

The Company's policy is to charge off each month loan accounts, except
those secured by real estate, on which little or no collections were made
in the prior six-month period. Retail sales contracts are charged off when
six installments are past due, and private label accounts are charged off
when 180 days past due. Credit card accounts were charged off when 180
days past due. In the case of loans secured by real estate, foreclosure
proceedings are instituted when four monthly installments are past due.
When foreclosure is completed and the Company has obtained title to the
property, the real estate is established as an asset valued at fair value,
and any loan amount in excess of that value is charged off. The charge-off
period is occasionally extended for individual accounts when, in the
opinion of management, such treatment is warranted.

The following table shows finance receivable loss experience by type of
finance receivable:

Years Ended December 31,
1997 1996 1995
(dollars in thousands)
Real estate loans:
Net charge-offs $ 32,240 $ 36,997 $ 23,245
Charge-off ratio .87% 1.19% .82%

Non-real estate loans:
Net charge-offs $182,371 $229,109 $165,413
Charge-off ratio 7.15% 8.95% 6.11%

Total loans:
Net charge-offs $214,611 $266,106 $188,658
Charge-off ratio 3.44% 4.70% 3.38%

Retail sales contracts:
Net charge-offs $ 38,309 $ 54,565 $35,479
Charge-off ratio 3.97% 5.00% 2.89%

Private label:
Net charge-offs $ 17,563 $ 72,512 $51,115
Charge-off ratio 5.76% 8.59% 5.39%

Total retail sales finance:
Net charge-offs $ 55,872 $127,077 $86,594
Charge-off ratio 4.40% 6.57% 3.98%

Credit cards:
Net charge-offs $ - $ 51,386 $36,206
Charge-off ratio - % 9.68% 7.19%

Total:
Net charge-offs $270,483 $444,569 $311,458
Charge-off ratio 3.60% 5.47% 3.77%

10

Item 1. Continued

The following table shows delinquency (finance receivables 60 days or more
past due including unearned finance charges and excluding deferred
origination costs, a fair value adjustment on finance receivables, and
accrued interest) based on contract terms in effect at the respective dates
by type of finance receivable:

December 31,
1997 1996 1995
(dollars in thousands)

Real estate loans $108,277 $ 84,361 $ 60,585
% of related receivables 2.56% 2.21% 1.99%

Non-real estate loans $163,942 $184,410 $203,191
% of related receivables 5.72% 6.45% 6.37%

Total loans $272,219 $268,771 $263,776
% of related receivables 3.84% 4.03% 4.23%

Retail sales contracts $ 29,480 $ 35,394 $ 45,043
% of related receivables 2.32% 2.92% 3.00%

Private label $ 8,024 $ 12,567 $ 48,430
% of related receivables 3.17% 3.32% 4.77%

Total retail sales finance $ 37,504 $ 47,961 $ 93,473
% of related receivables 2.46% 3.01% 3.73%

Credit cards $ - $ - $ 28,520
% of related receivables - % - % 4.85%

Total $309,723 $316,732 $385,769
% of related receivables 3.60% 3.83% 4.13%

The Company maintains the allowance for finance receivable losses at a
level based on periodic evaluation of the finance receivable portfolio and
reflects an amount that, in management's opinion, is adequate to absorb
anticipated losses in the existing portfolio. In evaluating the portfolio,
management considers numerous factors including current economic
conditions, prior finance receivable loss and delinquency experience, the
composition of the finance receivable portfolio, and an estimate of
anticipated finance receivable losses.

11

Item 1. Continued

The following table shows changes in the allowance for finance receivable
losses:

At or for the
Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Balance at beginning of year $395,153 $492,124 $226,226
Provision for finance receivable
losses 247,983 417,446 574,166
Allowance reclassified to assets
held for sale - (70,000) -
Allowance related to net acquired
receivables - 152 3,190
Charge-offs, net of recoveries (270,483) (444,569) (311,458)

Balance at end of year $372,653 $395,153 $492,124

Allowance ratio 4.65% 5.18% 5.85%

See Management's Discussion and Analysis in Item 7. for further information
on finance receivable loss and delinquency experience and the related
allowance for finance receivable losses.

Geographic Distribution

Geographic diversification of finance receivables reduces the concentration
of credit risk associated with a recession in any one region. The largest
concentrations of net finance receivables were as follows:

December 31,
1997 1996 1995
Amount Percent Amount Percent Amount Percent
(dollars in thousands)

California $ 842,690 10.52% $ 697,734 9.15% $ 886,974 10.55%
N. Carolina 696,261 8.69 672,021 8.81 737,630 8.77
Florida 518,837 6.48 534,936 7.02 626,519 7.45
Ohio 465,489 5.81 454,290 5.96 439,522 5.23
Indiana 438,369 5.47 397,698 5.22 454,892 5.41
Illinois 434,029 5.42 452,508 5.93 489,840 5.82
Virginia 356,928 4.46 350,349 4.59 392,146 4.66
Georgia 310,485 3.88 312,377 4.10 372,963 4.43
Other 3,948,100 49.27 3,753,312 49.22 4,009,908 47.68

$8,011,188 100.00% $7,625,225 100.00% $8,410,394 100.00%

12

Item 1. Continued

Sources of Funds

The Company funds its consumer finance operations principally through net
cash flows from operating activities, issuances of long-term debt, short-
term borrowings in the commercial paper market, and borrowings from banks.

Average Borrowings and Borrowing Cost

The following table shows average borrowings and interest expense as a
percentage of average borrowings by type of debt:

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Long-term debt:
Average borrowings $4,100,324 $4,734,633 $4,885,203
Borrowing cost 7.32% 7.28% 7.26%

Short-term debt:
Average borrowings $3,019,808 $2,430,620 $2,490,039
Borrowing cost 6.10% 6.10% 6.51%

Investment certificates:
Average borrowings $ 3,265 $ 5,118 $ 6,262
Borrowing cost 5.73% 6.27% 6.48%

Total:
Average borrowings $7,123,397 $7,170,371 $7,381,504
Borrowing cost 6.80% 6.88% 7.01%

The Company's use of interest rate swap agreements, which are included in
short-term borrowing cost above, is described in Note 12. of the Notes to
Consolidated Financial Statements in Item 8.

Contractual Maturities

Contractual maturities of net finance receivables and debt at December 31,
1997 were as follows:

Net Finance
Receivables Debt
(dollars in thousands)
Due in:
1998 $2,386,458 $4,080,487
1999 1,475,226 609,764
2000 927,288 1,277,077
2001 515,684 41,774
2002 322,388 547,823
2003 and thereafter 2,384,144 709,777

Total $8,011,188 $7,266,702

13

Item 1. Continued

See Note 5. of the Notes to Consolidated Financial Statements in Item 8.
for further information on principal cash collections of finance
receivables.

INSURANCE OPERATIONS

Merit is a life and health insurance company domiciled in Indiana and
licensed in 43 states, the District of Columbia, and the U.S. Virgin
Islands. Merit writes or assumes (through affiliated and non-affiliated
insurance companies) credit life, credit accident and health, and non-
credit insurance coverages.

Yosemite is a property and casualty insurance company domiciled in
California and licensed in 42 states and principally underwrites credit-
related property and casualty coverages.

Both Merit and Yosemite market their products through the consumer finance
network of the Company. The credit life insurance policies insure the life
of the borrower in an amount typically equal to the unpaid balance of the
obligation and provide for payment in full to the lender of the insured's
obligation in the event of death. The credit accident and health insurance
policies provide for the payment to the lender of the installments on the
insured's obligation coming due during a period of disability due to
illness or injury. The credit-related property and casualty insurance is
written to protect property pledged as security for the obligation and to
provide for the payment to the lender of the installments on the insured's
obligation coming due during a period of unemployment. The purchase by the
borrower of credit life, credit accident and health, and credit property
and casualty insurance is voluntary with the exception of creditor placed
property damage coverage for automobiles, large equipment, dwellings, and
real estate pledged as collateral. In these instances, property damage
coverage is provided under the terms of the lending agreement if the
borrower does not provide evidence of coverage with another insurance
carrier. The non-credit insurance policies are primarily ordinary life
level term coverage. The purchase of this coverage is voluntary. Premiums
for insurance products are most often financed as part of the insured's
obligation to the lender but may be paid in cash by the borrower.

Merit and Yosemite have from time to time entered into reinsurance
agreements with other insurance companies, including certain other American
General subsidiaries, for assumptions of various annuities and non-credit,
group, credit life, credit accident and health, and credit property and
casualty insurance on a coinsurance basis. The reserves attributable to
this business fluctuate over time and in certain instances are subject to
recapture by the ceding company. At December 31, 1997, reserves on the
books of Merit and Yosemite attributable to these reinsurance agreements
totaled $109.2 million.

14

Item 1. Continued

The following tables show information concerning the insurance operations:

Life Insurance in Force December 31,
1997 1996 1995
(dollars in thousands)

Credit life $2,387,084 $2,629,019 $3,053,300
Non-credit life 3,910,534 3,936,856 3,564,214

Total $6,297,618 $6,565,875 $6,617,514

Premiums Earned Years Ended December 31,
1997 1996 1995
(dollars in thousands)
Credit insurance premiums earned
in connection with consumer
finance operations:
Credit life $ 33,269 $ 39,005 $ 44,682
Credit accident and health 45,687 52,379 59,442
Property 54,292 57,895 51,438
Other insurance premiums earned:
Non-credit life 46,190 47,325 50,116
Premiums assumed under
coinsurance agreements 5,177 4,750 11,006

Total $184,615 $201,354 $216,684

Premiums Written Years Ended December 31,
1997 1996 1995
(dollars in thousands)
Credit insurance premiums
written in connection with
consumer finance operations:
Credit life $ 28,057 $ 28,864 $ 44,086
Credit accident and health 39,401 39,217 56,175
Property 47,029 52,230 65,059
Other insurance premiums written:
Non-credit life 46,190 47,325 50,116
Premiums assumed under
coinsurance agreements 5,177 4,750 11,006

Total $165,854 $172,386 $226,442

15

Item 1. Continued

Investments and Investment Results

The following table shows the investment results of the insurance
operations:

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Net investment revenue (a) $ 67,837 $ 64,860 $ 62,880

Average invested assets (b) $924,411 $885,741 $817,254

Adjusted portfolio yield (c) 8.07% 8.07% 8.41%

Net realized gains (losses)
on investments (d) $ 1,071 $ (909) $ 876

(a) Net investment revenue is after deduction of investment expense but
before net realized gains or losses on investments and provision for
income taxes.

(b) Average invested assets excludes the effect of Statement of Financial
Accounting Standards (SFAS) 115.

(c) Adjusted portfolio yield is calculated based upon the definitions of
net investment revenue and average invested assets listed in (a) and
(b) above and also includes an adjustment for tax-exempt investments.

(d) Includes net realized gains or losses on investment securities and
other invested assets before provision for income taxes.

See Note 7. of the Notes to Consolidated Financial Statements in Item 8.
for information regarding investment securities for all operations of the
Company.

REGULATION

Consumer Finance

Various state laws regulate the consumer lending and retail sales financing
businesses. The degree and nature of such regulation varies from state to
state. The laws under which a substantial amount of the Company's business
is conducted provide for state licensing of lenders; impose maximum term,
amount, interest rate, and other charge limitations; and enumerate whether
and under what circumstances insurance and other ancillary products may be
sold in connection with a lending transaction. Certain of these laws
prohibit the taking of liens on real estate except liens resulting from
judgments.

16

Item 1. Continued

The Company also is subject to various federal regulations, including the
Federal Consumer Credit Protection Act (governing disclosure of applicable
charges and other finance receivable terms), the Equal Credit Opportunity
Act (prohibiting discrimination against credit-worthy applicants), the Fair
Credit Reporting Act (governing the accuracy and use of credit bureau
reports), and certain Federal Trade Commission rules. AGFC-Utah, which
engages in the consumer finance business and accepts insured deposits, is
subject to regulation by and reporting requirements of the Federal Deposit
Insurance Corporation and is subject to regulatory codes in the state of
Utah.

Insurance

State authorities regulate and supervise the Company's insurance
subsidiaries. The extent of such regulation varies but relates primarily
to conduct of business, types of products offered, standards of solvency,
payment of dividends, licensing, deposits of securities for the benefit of
policyholders, the approval of policy forms and premium rates, periodic
examination of the affairs of insurers, form and content of required
financial reports and establishment of reserves required to be maintained
for unearned premiums, losses, and other purposes. Substantially all of
the states in which the Company operates regulate the rates of premiums
charged for credit life and credit accident and health insurance. State
insurance laws and regulations also prescribe the nature, quality and
percentage of various types of investments which the Company's insurance
subsidiaries may make.

COMPETITION

Consumer Finance

The consumer finance industry is highly competitive. The Company competes
with other consumer finance companies, industrial banks, industrial loan
companies, commercial banks, sales finance companies, savings and loan
associations, credit unions, mutual or cooperative agencies, and others.
See Competitive Factors in Item 7. for more information.

Insurance

The Company's insurance operations are primarily supplementary to the
consumer finance operations. As such, competition for the insurance
operations is relatively limited.

17

Item 2. Properties.

The Company's investment in real estate and tangible property is not
significant in relation to its total assets due to the nature of its
business. AGFI and certain of its subsidiaries own real estate on which
AGFI and its subsidiaries conduct business. The Company generally conducts
branch office operations in leased premises. Lease terms ordinarily range
from three to five years.

The Company's exposure to environmental regulation arises from its
ownership of such properties and properties obtained through foreclosure.
The Company monitors properties for compliance with federal and local
environmental guidelines. The Company estimates that potential costs
related to any environmental clean-up are immaterial.

Item 3. Legal Proceedings.

California v. Ochoa

In March 1994, a subsidiary of AGFI and a subsidiary of AGFC were named as
defendants in a lawsuit, The People of the State of California
("California") V. Luis Ochoa, Skeeters Automotive, Morris Plan, Creditway
of America, Inc., and American General Finance, filed in the Superior Court
of California, County of San Joaquin, Case No. 271130. California is
seeking injunctive relief, a civil penalty of not less than $5,000 per day
or not less than $250,000 for violation of its Health and Safety Code in
connection with the failure to register and remove underground storage
tanks on property acquired through a foreclosure proceeding by a subsidiary
of AGFI, and a civil penalty of $2,500 for each act of unfair competition
prohibited by its Business and Professions Code, but not less than
$250,000, plus costs. The Company believes that the total amounts that
would ultimately be paid, if any, arising from this environmental claim
would have no material effect on the Company's consolidated results of
operations and financial position.

Other

AGFI and certain of its subsidiaries are parties to various other lawsuits
and proceedings arising in the ordinary course of business. Many of these
lawsuits and proceedings arise in jurisdictions, such as Alabama, that
permit damage awards disproportionate to the actual economic damages
incurred. Based upon information presently available, the Company believes
that the total amounts that will ultimately be paid, if any, arising from
these lawsuits and proceedings will not have a material adverse effect on
the Company's consolidated results of operations and financial position.
However, it should be noted that the frequency of large damage awards,
including large punitive damage awards, that bear little or no relation to
actual economic damages incurred by plaintiffs in jurisdictions like
Alabama continues to increase and creates the potential for an
unpredictable judgment in any given suit.

18

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.

No trading market exists for AGFI's common stock because American General
owns all AGFI's common stock. AGFI declared the following cash dividends
on its common stock:

Quarter Ended 1997 1996
(dollars in thousands)

March 31 $ - $ 27,000
June 30 106,000 30,088
September 30 20,500 81,502
December 31 - -

$126,500 $138,590

See Management's Discussion and Analysis in Item 7., as well as Note 16. of
Notes to Consolidated Financial Statements in Item 8., with respect to
limitations on the ability of AGFI and its subsidiaries to pay dividends.

Item 6. Selected Financial Data.

The following selected financial data are taken from the Company's
consolidated financial statements. The data should be read in conjunction
with the consolidated financial statements and related notes in Item 8.,
Management's Discussion and Analysis in Item 7., and other financial
information in Item 1.

At or for the Years Ended December 31,
1997 1996 1995 1994 1993(a)
(dollars in thousands)

Total revenues $1,524,105 $1,724,948 $1,791,494 $1,491,239 $1,288,777

Net income (b) 129,433 34,146 85,655 244,988 195,741

Total assets 9,289,500 9,563,696 9,561,350 8,980,728 7,658,775

Long-term debt 4,011,457 4,498,530 4,979,883 4,312,932 4,018,797

(a) The Company adopted three new accounting standards through cumulative
adjustments as of January 1, 1993, resulting in a one-time reduction
of net income of $12.7 million.

(b) Per share information is not included because all of AGFI's common
stock is owned by American General.

19

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the consolidated financial
statements and related notes in Item 8. and other financial information in
Item 1.

LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company's sources of funds include operations, issuances of fixed-rate
and floating-rate debt, borrowings under credit facilities, and the sale of
securitized finance receivables. Management believes that the overall
sources of liquidity available to the Company will continue to be
sufficient to satisfy its foreseeable financial obligations and operational
requirements.

Liquidity

Operating cash flow, which includes net income adjusted for non-cash
revenues and expenses, totaled $516.1 million in 1997 compared to $590.1
million in 1996 and $657.9 million in 1995. Operating cash flow combined
with the proceeds from the sale of non-strategic assets, the net
collections on assets held for sale, and capital contributions from
American General generated cash flow of $1.4 billion for 1997. This cash
flow was used principally to finance the net originations and purchases of
finance receivables of $692.9 million, to fund the net repayments of debt
of $366.0 million, to pay dividends to American General of $126.5 million,
and to repurchase $100.0 million of securitized finance receivables.

Operating cash flow combined with the net proceeds of increased debt, the
proceeds of securitized finance receivables sold in 1995, and a 1995
capital contribution from American General, generated cash flow of $745.4
million in 1996 compared to $1.2 billion in 1995. These cash flows were
used principally to fund the net originations and purchases of finance
receivables and the purchases of assets from affiliates of $514.7 million
in 1996 and $888.5 million in 1995 and to pay dividends to American General
of $138.6 million in 1996 and $112.5 million in 1995.

Dividends have been paid to manage the Company's leverage to a target of
7.5 to 1 of debt to tangible equity (equity less goodwill and net
unrealized gains or losses on fixed-maturity investment securities). The
debt to tangible equity ratio at December 31, 1997 was 7.52 to 1. AGFI's
ability to pay dividends is substantially dependent on the receipt of
dividends or other funds from its subsidiaries, primarily AGFC. Certain
AGFI and AGFC financing agreements effectively limit the amount of
dividends the entity may pay; however, management does not expect those
limits to affect the Company's ability to maintain targeted leverage. See
Note 16. of the Notes to Consolidated Financial Statements in Item 8. for
information on dividend restrictions.

20

Item 7. Continued

Capital Resources

The Company's capital requirements vary directly with the level of net
finance receivables. The targeted mix of capital between debt and equity
is based primarily upon maintaining leverage that supports cost-effective
funding. At December 31, 1997, the Company's capital totaled $8.5 billion,
consisting of $7.3 billion of debt and $1.2 billion of equity, compared to
$8.8 billion at December 31, 1996, consisting of $7.6 billion of debt and
$1.2 billion of equity.

The Company issues a combination of fixed-rate debt, principally long-term,
and floating-rate debt, principally short-term. The Company's principal
borrowing subsidiary, AGFC, and one of its subsidiaries sell commercial
paper notes with maturities ranging from 1 to 270 days directly to banks,
insurance companies, corporations, and other institutional investors. AGFC
may also offer medium-term notes with original maturities of nine months or
longer to certain institutional investors. AGFC obtains the remainder of
its funds primarily through underwritten public debt offerings with
maturities generally ranging from three to ten years.

Credit Ratings

AGFC's strong debt and commercial paper ratings enhance its access to
capital markets. On February 23, 1998, AGFC's ratings were as follows:

Long-term Debt Commercial Paper

Duff & Phelps A+ (Strong) D-1+ (Highest)
Fitch - F-1+ (Highest)
Moody's A2 (Strong) P-1 (Highest)
Standard & Poor's A+ (Strong) A-1 (Strong)

Credit Facilities

The Company maintains credit facilities to support the issuance of
commercial paper and to provide an additional source of funds for operating
requirements. At December 31, 1997, credit facilities, including
facilities shared with American General, totaled $4.5 billion, with
remaining availability to the Company of $4.4 billion. See Note 11. of the
Notes to Consolidated Financial Statements in Item 8. for additional
information on credit facilities.

Securitization

In April 1997, the Company repurchased all $100.0 million of the private
label and credit card receivables that had previously been sold through
securitization. No gain or loss resulted from the repurchase transaction.
Of the $100.0 million repurchased, approximately $70.0 million was
classified as assets held for sale in April 1997. The repurchase
facilitated the sale of the credit card portfolio included in assets held
for sale and sold in June 1997.

21

Item 7. Continued

ANALYSIS OF OPERATING RESULTS

Net Income

Net income increased $95.3 million, or 279%, for 1997 and decreased $51.5
million, or 60%, for 1996 when compared to the respective previous year.

Net income has fluctuated over the past two years due to the decline in the
Company's finance receivable credit quality beginning in 1995 and
management's related actions to address credit quality. The Company's
strategy in prior years of emphasizing higher-yielding finance receivables,
which are characterized by higher credit risk, combined with the decline in
consumer credit quality throughout the industry, resulted in the Company's
delinquencies and net charge-offs increasing to higher than anticipated
levels beginning in the third quarter of 1995. Due to these increases in
delinquencies and net charge-offs, management initiated a comprehensive
review of the Company in the fourth quarter of 1995. This review consisted
of extensive internal analysis, together with finance receivable loss
development projections supplied by outside credit consultants. The
results of the analysis indicated a need for an increase in the allowance
for finance receivable losses. Accordingly, the Company recorded a $216.0
million increase in the allowance for finance receivable losses in fourth
quarter 1995.

In addition, the Company adopted an action program for improving credit
quality that included raising underwriting standards, expanding the use of
credit scoring, slowing branch expansion, stressing collections, improving
branch office training, and rebalancing the finance receivable portfolio
credit risk. Strategies for rebalancing the portfolio credit risk included
slowing growth, de-emphasizing some higher risk portfolios, and increasing
the proportion of real estate secured receivables.

To increase its focus on core operations, the Company decided in the fourth
quarter of 1996 to offer for sale $874.8 million of non-strategic,
underperforming finance receivable portfolios, consisting of $520.3 million
of credit card and $354.5 million of private label finance receivables.
The Company reclassified these finance receivables and $70.0 million of
allowance for finance receivable losses to assets held for sale on December
31, 1996. The Company hired an outside advisor to market the portfolios.
Based on negotiations with prospective purchasers subsequent to year end
1996, the Company determined that an aftertax charge to operations of $93.5
million was necessary to reduce the carrying amount of the assets held for
sale to net realizable value. This charge was recorded in fourth quarter
1996. In June 1997, the Company sold all of the assets held for sale (with
a remaining balance of $658.1 million) and $81.4 million of other private
label finance receivables. In connection with these sales, the Company
took an aftertax charge of $27.0 million in second quarter 1997. This
additional loss primarily resulted from establishing a liability for
estimated future payments to the purchaser of the credit card portfolio
under a five-year loss sharing arrangement. See Note 9. of the Notes to
Consolidated Financial Statements in Item 8. for further information on the
reclassification and subsequent sale of non-strategic assets.

22

Item 7. Continued

Net finance receivables totaled $8.0 billion at December 31, 1997, an
increase of $386.0 million from December 31, 1996 primarily due to real
estate loan growth during 1997, partially offset by the liquidation of
underperforming receivables. At December 31, 1997, real estate loans
accounted for 52% of total net finance receivables compared to 49% at
December 31, 1996.

Results of the action program to improve credit quality became evident in
1997. Although yield decreased 104 basis points in 1997 when compared to
1996, this was offset by a 187 basis point improvement in the charge-off
ratio. The delinquency ratio also improved to 3.60% at December 31, 1997
from 3.83% a year earlier.

Factors which specifically affected the Company's operating results are as
follows:

Finance Charges

Finance charge revenues decreased $185.2 million, or 13%, for 1997 and
$42.5 million, or 3%, for 1996 when compared to the respective previous
year due to decreases in both average net receivables and yield. The
exclusion of finance charges related to the assets held for sale for 1997
totaled $75.0 million.

Average net receivables decreased $601.1 million, or 7%, during 1997 when
compared to 1996 primarily due to the action program for improving credit
quality, which included the reclassification and sales of certain finance
receivables and the liquidation of underperforming receivables, partially
offset by growth during 1997, primarily in real estate loans. Average net
receivables decreased $159.5 million, or 2%, during 1996 when compared to
1995 primarily due to the action program to improve credit quality.
Finance receivables originated and renewed decreased during 1996 when
compared to 1995. This was partially offset by an increase in finance
receivables purchased, primarily real estate loans.

Yield decreased 104 basis points during 1997 and 17 basis points during
1996 when compared to the respective previous year primarily due to the
action program to improve credit quality, including increasing the
proportion of finance receivables that are real estate loans, which
generally have lower yields.

Insurance Revenues

Insurance revenues decreased $17.6 million, or 9%, for 1997 and $16.1
million, or 7%, for 1996 when compared to the respective previous year.

The decreases in insurance revenues for 1997 and 1996 when compared to the
respective previous year were primarily due to decreases in earned
premiums. Earned premiums decreased primarily due to a decrease in related
loan volume during 1996 resulting from the action program to improve credit
quality.

23

Item 7. Continued

Other Revenues

Other revenues increased $1.9 million, or 3%, for 1997 and decreased $8.0
million, or 10%, for 1996 when compared to the respective previous year.

The increase in other revenues for 1997 when compared to 1996 was primarily
due to an increase in investment revenue. Investment revenue increased for
1997 when compared to 1996 primarily due to growth in average invested
assets for the insurance operations of $38.7 million and realized gains on
investments of $1.1 million for 1997 compared to $.9 million of realized
losses on investments for 1996. Adjusted portfolio yield remained at near
the same level for 1997 when compared to 1996.

The decrease in other revenues for 1996 when compared to 1995 was primarily
due to the gain recorded in 1995 for the securitized finance receivables
sold, partially offset by a slight increase in investment revenue on the
invested assets for the insurance operations. Investment revenue increased
for 1996 when compared to 1995 primarily due to growth in average invested
assets for the insurance operations of $68.5 million, partially offset by
realized losses on investments of $.9 million for 1996 compared to $.9
million of realized gains on investments for 1995 and a decrease in
adjusted portfolio yield of 34 basis points.

Interest Expense

Interest expense decreased $31.8 million, or 6%, for 1997 and $24.4
million, or 5%, for 1996 when compared to the respective previous year.

The decrease in interest expense for 1997 when compared to 1996 was due to
the exclusion of interest expense related to the assets held for sale
totaling $23.2 million, the decline in borrowing cost, and a decrease in
average borrowings. Borrowing cost decreased 8 basis points for 1997 when
compared to 1996 primarily due to an increased proportion of short-term
debt at lower rates. Average borrowings decreased $47.0 million, or 1%,
for 1997 when compared to 1996 primarily due to the sales of certain
finance receivables during second quarter 1997, substantially offset by
growth in real estate loans during 1997.

The decrease in interest expense for 1996 when compared to 1995 was due to
decreases in average borrowings and borrowing cost. Average borrowings
decreased $211.1 million, or 3%, for 1996 when compared to 1995 primarily
due to the decrease in average net receivables. The borrowing cost
decreased 13 basis points for 1996 when compared to 1995 due to a decrease
in short-term borrowing cost, with long-term borrowing cost remaining near
the same level.

24

Item 7. Continued

Operating Expenses

Operating expenses decreased $37.9 million, or 7%, for 1997 and increased
$45.2 million, or 10%, for 1996 when compared to the respective previous
year.

The decrease in operating expenses for 1997 when compared to 1996 was
primarily due to the exclusion of expenses to service the assets held for
sale totaling $18.2 million, certain non-recurring operating expenses
associated with discontinued initiatives that negatively impacted the
financial results for 1996 by $8.9 million, and the action program to
improve credit quality and reduce expenses.

The increase in operating expenses for 1996 when compared to 1995 was
primarily due to the decrease in deferral of finance receivable origination
costs, growth in the business that occurred in the first three quarters of
1995 and in 1994, certain non-recurring operating expenses associated with
discontinued initiatives, and increased collection efforts on the higher
level of delinquent finance receivables during 1996. The increase in
operating expenses for 1996 was partially offset by the action program to
improve credit quality and reduce expenses.

The action program implemented in fourth quarter 1995 contributed to a
workforce reduction of approximately 800 positions during 1997 and 700
positions during 1996 and a net decrease of 37 branch offices during 1997
and 19 branch offices during 1996.

Provision for Finance Receivable Losses

Provision for finance receivable losses decreased $169.5 million, or 41%,
for 1997 and $156.7 million, or 27%, for 1996 when compared to the
respective previous year.

The decrease in provision for finance receivable losses for 1997 when
compared to 1996 was primarily due to a decrease in net charge-offs
totaling $174.1 million. The decrease in net charge-offs was primarily due
to reductions in charge-off levels for the core branch network and also
reflected the exclusion of net charge-offs related to the assets held for
sale totaling $58.6 million.

The decrease in provision for finance receivable losses for 1996 when
compared to 1995 was due to the large provision for finance receivable
losses required in fourth quarter 1995 to increase the allowance for
finance receivable losses by $216.0 million as previously discussed.

Net charge-offs from finance receivables for 1997 decreased to $270.5
million from $444.6 million for 1996 and $311.5 million for 1995. The
charge-off ratio for 1997 decreased to 3.60% compared to 5.47% for 1996 and
3.77% for 1995. Excluding the portfolios held for sale, the charge-off
ratio was 4.70% for 1996.

At December 31, 1997, delinquencies were $309.7 million compared to $316.7
million at the end of 1996 and $385.8 million at the end of 1995. The
delinquency ratio at December 31, 1997 decreased to 3.60% compared to 3.83%

25

Item 7. Continued

at the end of 1996 and 4.13% at the end of 1995. The decrease in the
delinquency ratio for 1996 when compared to 1995 was primarily due to the
reclassification of certain finance receivables to assets held for sale.

The allowance for finance receivable losses decreased to $372.7 million at
December 31, 1997 from $395.2 million at December 31, 1996. The allowance
ratio at December 31, 1997 was 4.65% compared to 5.18% at December 31,
1996. The decrease in the allowance ratio for 1997 reflects the results of
the action program to improve credit quality, including the increased
proportion of real estate loans. The Company maintains the allowance for
finance receivable losses at a level based on periodic evaluation of the
finance receivable portfolio and reflects an amount that, in management's
opinion, is adequate to absorb anticipated losses in the existing
portfolio.

Loss on Non-strategic Assets

In conjunction with the action program to improve credit quality, the
Company decided in fourth quarter 1996 to offer for sale credit card and
certain private label finance receivables. Effective December 31, 1996,
the Company reclassified these finance receivables and an associated
allowance for finance receivable losses to assets held for sale and
recognized a loss. In June 1997, the Company sold all of the assets held
for sale and other private label finance receivables and recorded an
additional loss. See Analysis of Operating Results - Net Income and Note
9. of the Notes to Consolidated Financial Statements in Item 8. for further
information on the reclassification and subsequent sale of non-strategic
assets.

Insurance Losses and Loss Adjustment Expenses

Insurance losses and loss adjustment expenses decreased $9.4 million, or
9%, for 1997 and $14.0 million, or 12%, for 1996 when compared to the
respective previous year due to decreases in provision for future benefits
and in claims paid.

Provision for future benefits decreased $3.7 million for 1997 and $9.2
million for 1996 due to reduced sales of non-credit insurance products.
Claims decreased $5.7 million for 1997 and $4.8 million for 1996 primarily
due to favorable loss experience on credit insurance and decreased
business.

Provision for Income Taxes

Provision for income taxes increased $55.6 million, or 287%, for 1997 and
decreased $10.6 million, or 35%, for 1996 when compared to the respective
previous year.

The increase in the provision for income taxes for 1997 when compared to
1996 was primarily due to higher taxable income.

26

Item 7. Continued

The decrease in the provision for income taxes for 1996 when compared to
1995 was primarily due to lower taxable income, partially offset by a non-
recurring state income tax adjustment recorded in 1995. During 1995, the
Company recognized net operating loss (NOL) carryforwards with respect to
one state resulting from the state's audit of a return and the state's
acceptance of an amended return. The Company recognized a net reduction of
$16.6 million in 1995 state income tax expense primarily related to these
carryforwards. At December 31, 1997 and 1996, the state NOL carryforwards
remaining were $627.9 million and $634.7 million, respectively, which
expire in the years 2005 and 2006.

ANALYSIS OF FINANCIAL CONDITION

At December 31, 1997, the Company's assets were distributed as follows:
82.23% in net finance receivables, less allowance for finance receivable
losses; 10.00% in investment securities; 3.81% in other assets; 2.82% in
acquisition-related goodwill; and 1.14% in cash and cash equivalents.

Asset Quality

The Company believes that its geographic diversification reduces the risk
associated with a recession in any one region. In addition, 94% of the
finance receivables at December 31, 1997 were secured by real property or
personal property.

The Company's allowance ratio decrease for 1997 reflects the results of the
action program to improve credit quality, including the increased
proportion of real estate loans. See Analysis of Operating Results for
further information on allowance ratio, delinquency ratio, and charge-off
ratio. While finance receivables have some exposure to further economic
uncertainty, management believes that in the present environment, the
allowance for finance receivable losses is adequate to absorb anticipated
losses in the existing portfolio.

Investment securities principally represent the investment portfolio of the
Company's insurance operations. The investment strategy is to optimize
after-tax returns on invested assets, subject to the constraints of safety,
liquidity, diversification, and regulation.

The largest intangible asset is acquisition-related goodwill which is
charged to expense in equal amounts over 20 to 40 years. See Note 2. of
the Notes to Consolidated Financial Statements in Item 8. for further
information on goodwill.

Operating Requirements

The Company's principal operating requirements for cash include funding
finance receivables, payment of interest, payment of operating expenses and
income taxes, and contractual obligations to policyholders. The principal
sources of cash include collections of finance receivables and finance
charges, proceeds from the issuances of fixed-rate and floating-rate debt,
and borrowings under credit facilities. The overall sources of cash

27

Item 7. Continued

available to the Company are expected to be more than sufficient to satisfy
operating requirements in 1998.

Capital Requirements

The Company expects to finance long-term debt repayments and maturities
plus normal refinancing of short-term debt and any funds required to
support growth in finance receivables through the issuance of long-term and
short-term debt and surplus operating cash.

Asset/Liability Management

The Company manages anticipated cash flows of its assets and liabilities in
an effort to reduce the risk associated with unfavorable changes in
interest rates. The Company's mix of fixed-rate and floating-rate debt is
determined by management based, in part, on the nature of the assets being
supported. The Company limits its exposure to market interest rate
increases by fixing interest rates that it pays for term periods. The
primary means by which the Company accomplishes this is through the
issuance of fixed-rate debt. To supplement fixed-rate debt issuances, AGFC
also uses interest rate swap agreements to synthetically create fixed-rate
debt by altering the nature of floating-rate funding, thereby limiting its
exposure to adverse interest rate movements. In addition, AGFC uses
treasury rate lock agreements to hedge against the risk of rising interest
rates on anticipated long-term debt issuances.

BUSINESS ENVIRONMENT FACTORS

The Company operates in a business environment in which effective and
efficient managerial performance, and a prudent lending and investment
strategy are essential. The three most relevant environmental factors
affecting the Company are economic, regulatory, and competitive.

Economic Factors

The three key economic factors that affect the results of the Company are
interest rates, inflation, and recession/recovery.

Interest Rates. Interest rates in the United States generally remained at
nearly the same levels in 1997 when compared to 1996 and decreased in 1996
from 1995. The Company's finance receivables, investment securities, long-
term debt, and short-term debt react over varying periods of time to
movements in interest rates. See Analysis of Operating Results for further
information on the changes in yield, adjusted portfolio yield, and
borrowing cost.

The Company believes that it is difficult to assess or predict the overall
effects of any given change in interest rates due to the following
uncertainties: 1) whether such a movement results in a convergence,
divergence, or tandem movement in the long-term/short-term yield curves,
2) market opportunities for both investment and funding alternatives that

28

Item 7. Continued

may or may not exist at the time such a movement occurs, and 3) the level
of interest rates relative to the finance receivable portfolio yield, the
return on invested assets, and the borrowing cost when such a movement in
interest rates occurs.

Inflation. Inflation and inflationary expectations are factors that to
some extent affect the Company's revenue and expenses and are factors
implicit in interest rates. During each of the last three years, the
Company operated in a low inflation environment.

Revenue generated from interest rates charged on most of the Company's
finance receivable types is relatively insensitive to movements in interest
rate levels caused by inflation. However, real estate loans are
particularly subject to refinancing when market interest rates trend lower.
Net investment revenue and realized gains or losses on the Company's
investment securities, and borrowing cost on the Company's long-term and
short-term debt, are relatively sensitive over varying periods of time to
movements in general interest rate levels caused by inflation. The
Company's operating expenses are no more or less sensitive to the effects
of inflation than would be experienced by businesses in general.

Economic Cycle. The Company believes that its relatively conservative
lending policies, its conservative insurance underwriting and investment
policies, and its geographic diversification mitigate the potential impact
of defaults on finance receivables and investments in any downturn of the
U.S. economic cycle.

During 1997, the rate of increase in U.S. consumer debt moderated from the
rates of increase during 1996 and 1995. Lenders are beginning to exercise
restraint in extending credit as a result of the increased frequency of
personal bankruptcy filings, and consumers are apparently lessening their
credit demands. The recently lower interest rate environment may
accelerate refinancings on real estate loans in the Company's portfolio
during 1998. The Company believes that there will be moderate economic
growth for the country in general during 1998. Although this economic
outlook suggests that growth in net receivables from internal initiatives
will also be moderate during 1998, management anticipates that improvements
in loan production and portfolio acquisitions will favorably impact net
receivable growth in 1998.

Regulatory Factors

The regulatory environment of the consumer finance and insurance industries
is described in Item 1. Taxation is another regulatory factor affecting
the Company. A risk to any business is that changes in state and federal
tax laws or regulations may affect the way that the business operates.
Since tax laws affect not only the way that the Company is taxed but also
the design of many of its products, these laws and regulations and the way
they are interpreted are of concern to the Company. The Company monitors
federal and state tax legislation and responds with appropriate tax
planning in order to minimize the impact of taxation.

29

Item 7. Continued

Competitive Factors

Consumer finance companies compete with other types of financial
institutions which offer similar products and services. Competition in
financial services markets also continues to intensify due to an increase
in the number and sophistication of financial products, technological
improvements, and more rapid communication.

The Company has positioned itself to meet the continuing challenge of
competition in three primary ways:

Customer Focus. The Company focuses on selling financial service products
to low- to middle-income consumers.

Customer Service. The Company concentrates on delivering quality service
to its customers. This is done through one of the industry's largest
domestic branch networks.

Productivity. The Company continuously monitors performance of its
branches and products and makes organizational and procedural changes as
necessary to manage marketing and cost effectiveness.

Year 2000 Contingency

The Company is in the process of modifying its computer systems to be Year
2000 compliant. During 1997, the Company incurred and expensed $.5 million
related to this project. The Company estimates that it will incur future
costs in excess of $6.6 million for additional internal staff, third-party
vendors, and other expenses to render its systems Year 2000 compliant.

The Company expects to substantially complete this project during 1998.
However, risks and uncertainties exist in most significant systems
development projects. If conversion of the Company's systems is not
completed on a timely basis, due to nonperformance by third-party vendors
or other unforeseen circumstances, the Year 2000 issue could have a
material adverse impact on the operations of the Company.

30

Item 7. Continued

FORWARD-LOOKING STATEMENTS

The statements contained in this filing on Form 10-K that are not
historical facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. Forward-looking statements are
made based upon management's current expectations and beliefs concerning
future developments and their potential effects upon the Company. There
can be no assurance that future developments affecting the Company will be
those anticipated by management. Actual results may differ materially from
those included in the forward-looking statements.

These forward-looking statements involve risks and uncertainties including,
but not limited to, the following: changes in general economic conditions,
including the performance of financial markets, interest rates, and the
level of personal bankruptcies; competitive, regulatory, or tax changes
that affect the cost of or demand for the Company's products; adverse
litigation results; the Company's ability to render its computer systems
Year 2000 compliant; and the Company's failure to achieve anticipated
levels of expense savings from cost-saving initiatives. Readers are also
directed to other risks and uncertainties discussed in documents filed by
the Company with the Securities and Exchange Commission.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The following table provides information on the Company's financial
instruments at December 31, 1997, including derivative financial
instruments, that are sensitive to changes in interest rates. Projected
principal cash flows and weighted average interest rates for finance
receivables and fixed-maturity securities are presented by contractual
maturities. Projected principal cash flows and weighted average interest
rates for long-term debt are presented by expected maturity date. Notional
amounts and weighted average interest rates for interest rate swap
agreements are presented by contractual maturity dates. Notional amounts
and weighted average interest rates for treasury rate lock agreements are
presented by maturity dates of the underlying securities. Notional amounts
are used to calculate the contractual cash flows to be exchanged under the
contracts. Weighted average variable rates are based on rates in effect
at December 31, 1997.

31

Item 7A. Continued

Maturity Date Fair
There- Value
1998 1999 2000 2001 2002 after Total 12/31/97
(dollars in millions)

Assets
Net finance receivables
Fixed rate $2,137 $1,370 $ 855 $ 468 $ 288 $2,013 $7,131 $7,234
Avg. interest rate 21.40% 20.95% 18.55% 15.55% 13.05% 13.05% 17.89%

Variable rate $ 44 $ 35 $ 28 $ 23 $ 19 $ 250 $ 399 $ 405
Avg. interest rate 12.46% 12.51% 12.48% 12.45% 12.41% 12.09% 12.23%

Fixed-maturity securities
Fixed rate $ 23 $ 31 $ 41 $ 53 $ 93 $ 669 $ 910 $ 914
Avg. interest rate 6.70% 7.86% 7.21% 7.46% 7.40% 6.39% 6.65%

Variable rate $ - $ - $ - $ - $ 3 $ 7 $ 10 $ 10
Avg. interest rate - % - % - % - % 7.70% 5.24% 5.99%

Liabilities
Long-term debt
Fixed rate $ 825 $ 570 $1,279 $ 42 $ 550 $ 713 $3,979 $4,077
Avg. interest rate 7.54% 7.33% 6.79% 6.24% 6.77% 7.48% 7.14%

Variable rate $ - $ 40 $ - $ - $ - $ - $ 40 $ 40
Avg. interest rate - % 6.10% - % - % - % - % 6.10%

Short-term debt $3,253 $ - $ - $ - $ - $ - $3,253 $3,253
Avg. interest rate 5.87% - % - % - % - % - % 5.87%

Derivatives
Interest rate swaps
Pay fixed/receive variable
Notional amount $ 265 $ 50 $ 225 $ - $ 200 $ 200 $ 940 $ (30)
Avg. receive rate 5.62% 5.72% 5.70% - % 5.72% 5.72% 5.69%
Avg. pay rate 7.08% 9.39% 8.80% - % 6.93% 6.16% 7.39%

Treasury rate locks
Notional amount $ - $ - $ - $ - $ 198 $ 192 $ 390 $ (2)
Avg. interest rate - % - % - % - % 5.86% 5.77% 5.82%

Item 8. Financial Statements and Supplementary Data.

The Report of Independent Auditors and the related consolidated financial
statements are presented on the following pages.

32

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American General Finance, Inc.

We have audited the accompanying consolidated balance sheets of American
General Finance, Inc. (a wholly-owned subsidiary of American General
Corporation) and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, shareholder's equity and cash
flows for each of the three years in the period ended December 31, 1997.
Our audit also included the financial statement schedule listed in the
Index at Item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedule based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of American General Finance, Inc. and subsidiaries at December 31,
1997 and 1996, and the consolidated results of their operations and their
cash flows for each of the three years in the period ended December 31,
1997, in conformity with generally accepted accounting principles. Also,
in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

ERNST & YOUNG, LLP

Indianapolis, Indiana
February 23, 1998

33

American General Finance, Inc. and Subsidiaries
Consolidated Balance Sheets

December 31,
1997 1996
(dollars in thousands)

Assets

Finance receivables, net of unearned
finance charges (Note 5.):
Real estate loans $4,155,167 $3,734,195
Non-real estate loans 2,554,888 2,516,009
Retail sales contracts 1,050,442 998,441
Private label 250,691 376,580

Net finance receivables 8,011,188 7,625,225
Allowance for finance receivable
losses (Note 6.) (372,653) (395,153)
Net finance receivables, less allowance
for finance receivable losses 7,638,535 7,230,072

Investment securities (Note 7.) 929,311 880,033
Cash and cash equivalents 105,695 105,493
Goodwill (Note 8.) 261,985 270,989
Other assets (Note 8.) 353,974 410,102
Assets held for sale (Note 9.) - 667,007

Total assets $9,289,500 $9,563,696

Liabilities and Shareholder's Equity

Long-term debt (Note 10.) $4,011,457 $4,498,530
Short-term notes payable:
Commercial paper (Notes 11. and 12.) 3,157,671 3,015,920
Banks and other (Notes 11. and 13.) 95,000 111,000
Investment certificates 2,574 3,778
Insurance claims and policyholder
liabilities 436,859 456,430
Other liabilities 300,342 260,284
Accrued taxes 22,272 17,273

Total liabilities 8,026,175 8,363,215

Shareholder's equity:
Common stock (Note 15.) 1,000 1,000
Additional paid-in capital 743,083 696,230
Net unrealized gains on investment
securities (Note 7.) 34,512 21,454
Retained earnings (Note 16.) 484,730 481,797

Total shareholder's equity 1,263,325 1,200,481

Total liabilities and shareholder's equity $9,289,500 $9,563,696

See Notes to Consolidated Financial Statements.

34

American General Finance, Inc. and Subsidiaries
Consolidated Statements of Income

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Revenues
Finance charges $1,264,798 $1,449,968 $1,492,467
Insurance 188,574 206,170 222,264
Other 70,733 68,810 76,763

Total revenues 1,524,105 1,724,948 1,791,494

Expenses
Interest expense 461,275 493,051 517,475
Operating expenses 474,822 512,698 467,475
Provision for finance receivable
losses 247,983 417,446 574,166
Loss on non-strategic assets 42,225 145,459 -
Insurance losses and loss
adjustment expenses 93,447 102,811 116,829

Total expenses 1,319,752 1,671,465 1,675,945

Income before provision for income
taxes 204,353 53,483 115,549

Provision for Income Taxes
(Note 14.) 74,920 19,337 29,894

Net Income $ 129,433 $ 34,146 $ 85,655

See Notes to Consolidated Financial Statements.

35

American General Finance, Inc. and Subsidiaries
Consolidated Statements of Shareholder's Equity

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Common Stock
Balance at beginning of year $ 1,000 $ 1,000 $ 1,000
Balance at end of year 1,000 1,000 1,000

Additional Paid-in Capital
Balance at beginning of year 696,230 696,128 616,021
Capital contributions from parent
and other 46,853 102 80,107
Balance at end of year 743,083 696,230 696,128

Net Unrealized Gains (Losses)
on Investment Securities
Balance at beginning of year 21,454 38,412 (18,407)
Change during year 13,058 (16,958) 56,819
Balance at end of year 34,512 21,454 38,412

Retained Earnings
Balance at beginning of year 481,797 586,241 613,126
Net income 129,433 34,146 85,655
Common stock dividends (126,500) (138,590) (112,540)
Balance at end of year 484,730 481,797 586,241

Total Shareholder's Equity $1,263,325 $1,200,481 $1,321,781

See Notes to Consolidated Financial Statements.

36

American General Finance, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Cash Flows from Operating Activities
Net Income $ 129,433 $ 34,146 $ 85,655
Reconciling adjustments to net cash
provided by operating activities:
Provision for finance receivable losses 247,983 417,446 574,166
Depreciation and amortization 86,330 98,032 114,789
Deferral of finance receivable
origination costs (39,134) (50,303) (73,829)
Deferred federal income tax charge (benefit) 60,860 (43,659) (69,572)
Deferred state income tax charge (benefit) 1,760 (2,216) (16,550)
Change in other assets and other liabilities (38,861) (29,983) 49,800
Change in insurance claims and
policyholder liabilities (19,571) (27,541) 17,088
Loss on non-strategic assets 42,225 145,459 -
Gain on securitized finance receivables sold - - (4,552)
Operations related to assets held for sale 39,905 - -
Other, net 5,154 48,718 (19,136)
Net cash provided by operating activities 516,084 590,099 657,859

Cash Flows from Investing Activities
Finance receivables originated or purchased (5,035,973) (5,338,928) (5,785,976)
Principal collections on finance receivables 4,343,120 4,886,420 4,926,756
Net collections on assets held for sale 61,266 - -
Securitized finance receivables (purchased)
sold (100,000) - 100,000
Sale of non-strategic assets 732,504 - -
Investment securities purchased (129,468) (188,732) (200,112)
Investment securities called, matured and sold 104,801 169,405 108,701
Purchase of assets from affiliates - (62,176) (29,291)
Other, net (46,175) (70,542) (69,513)
Net cash used for investing activities (69,925) (604,553) (949,435)

Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 730,566 124,228 1,576,530
Repayment of long-term debt (1,221,070) (609,559) (913,909)
Change in investment certificates (1,204) (2,419) (404)
Change in short-term notes payable 125,751 643,049 (287,592)
Capital contribution from parent 46,500 - 80,000
Dividends paid (126,500) (138,590) (112,540)
Net cash (used for) provided by
financing activities (445,957) 16,709 342,085

Increase in cash and cash equivalents 202 2,255 50,509
Cash and cash equivalents at beginning of year 105,493 103,238 52,729
Cash and cash equivalents at end of year $ 105,695 $ 105,493 $ 103,238

Supplemental Disclosure of Cash Flow Information
Income taxes paid $ 30,165 $ 34,167 $ 153,137
Interest paid $ 485,067 $ 497,084 $ 501,830

See Notes to Consolidated Financial Statements.

37

American General Finance, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1997

Note 1. Nature of Operations

American General Finance, Inc. will be referred to in these Notes to
Consolidated Financial Statements as "AGFI" or collectively, with its
subsidiaries, whether directly or indirectly owned, as the "Company". AGFI
is a wholly-owned subsidiary of American General Corporation (American
General). The subsidiaries include American General Finance Corporation
(AGFC) and American General Financial Center (AGFC-Utah). AGFI is a
financial services holding company with subsidiaries engaged primarily in
the consumer finance and credit insurance business. In this business, the
Company makes loans directly to individuals, purchases retail sales
contract obligations of individuals, offers private label services, and
markets insurance products through the consumer finance network. At
December 31, 1997, the Company had 1,354 offices in 41 states, Puerto Rico
and the U.S. Virgin Islands and approximately 8,500 employees.

In its lending operations, the Company makes loans directly to individuals
and generally takes a security interest in real property and/or personal
property of the borrower. In its retail operations, the Company purchases
retail sales contracts arising from the retail sale of consumer goods and
services by approximately 15,000 retail merchants and provides private
label services for approximately 300 retail merchants. Retail sales
contracts are secured by the real property or personal property giving rise
to the contract. Private label are secured by a purchase money security
interest in the goods purchased. In its insurance operations, the Company
writes and assumes credit life, credit accident and health, non-credit
insurance coverages and credit-related property and casualty insurance on
its consumer finance customers and property pledged as collateral.

In fourth quarter 1996, the Company decided to offer for sale $874.8
million of non-strategic, underperforming finance receivable portfolios,
consisting of $520.3 million of credit card and $354.5 million of private
label finance receivables. The Company reclassified these finance
receivables and $70.0 million of allowance for finance receivable losses to
assets held for sale on December 31, 1996. In June 1997, the Company sold
all of the assets held for sale (with a remaining balance of $658.1
million) and $81.4 million of other private label finance receivables. See
Note 9. for further information on the reclassification and subsequent sale
of non-strategic assets.

Prior to such sale, the Company issued MasterCard and VISA credit cards to
individuals through branch and direct mail solicitation programs. Credit
cards were unsecured.

The Company funds its operations principally through net cash flows from
operating activities, issuances of long-term debt, short-term borrowings in
the commercial paper market, and borrowings from banks.

At December 31, 1997, the Company had $8.0 billion of net finance
receivables due from approximately 2.4 million customer accounts and $6.3
billion of credit and non-credit life insurance in force covering
approximately 1.3 million customer accounts.

38

Notes to Consolidated Financial Statements, Continued

Note 2. Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles and include the accounts of AGFI
and its subsidiaries. The subsidiaries are all wholly-owned and all
intercompany items have been eliminated. AGFI is a wholly-owned subsidiary
of American General Corporation (American General).

RECLASSIFICATIONS

Effective January 1, 1997, certain real estate loans having advances of
less than $10,000 and high loan-to-value ratios were reclassified from real
estate to non-real estate loans. From a servicing and collection
standpoint, these loans are administered more like non-real estate loans
than real estate loans. This reclassification affected $255.0 million of
loans at January 1, 1997.

FINANCE OPERATIONS

Revenue Recognition

Finance charges on discounted finance receivables and interest on interest-
bearing finance receivables are recognized as revenue on the accrual basis
using the interest method. The accrual of revenue is suspended when the
fourth contractual payment becomes past due for loans and retail sales
contracts and when the sixth contractual payment becomes past due for
private label. For credit cards, the accrual of revenue was suspended when
the sixth contractual payment became past due. Extension fees and late
charges are recognized as revenue when received.

Nonrefundable points and fees on loans are recognized as revenue on the
accrual basis using the interest method over the lesser of the contractual
term or the estimated life based upon prepayment experience. If a loan
liquidates before amortization is completed, any unamortized fees are
recognized as revenue at the date of liquidation.

The Company defers costs associated with the origination of certain finance
receivables. Deferred origination costs are included in finance
receivables and are amortized to revenue on the accrual basis using the
interest method over the lesser of the contractual term or the estimated
life based upon prepayment experience. If a finance receivable liquidates
before amortization is completed, any unamortized costs are charged to
revenue at the date of liquidation.

39

Notes to Consolidated Financial Statements, Continued

Allowance For Finance Receivable Losses

The Company maintains the allowance for finance receivable losses at a
level based on periodic evaluation of the finance receivable portfolio and
reflects an amount that, in management's opinion, is adequate to absorb
anticipated losses in the existing portfolio. In evaluating the portfolio,
management considers numerous factors, including current economic
conditions, prior finance receivable loss and delinquency experience, the
composition of the finance receivable portfolio, and an estimate of
anticipated finance receivable losses.

The Company's policy is to charge off each month loan accounts, except
those secured by real estate, on which little or no collections were made
in the prior six-month period. Retail sales contracts are charged off when
six installments are past due, and private label accounts are charged off
when 180 days past due. Credit card accounts were charged off when 180
days past due. In the case of loans secured by real estate, foreclosure
proceedings are instituted when four monthly installments are past due.
When foreclosure is completed and the Company has obtained title to the
property, the real estate is established as an asset valued at fair value,
and any loan amount in excess of that value is charged off. The charge-off
period is occasionally extended for individual accounts when, in the
opinion of management, such treatment is warranted.

INSURANCE OPERATIONS

Revenue Recognition

The Company's insurance subsidiaries write and assume credit life and
credit accident and health insurance, non-credit insurance, and property
and casualty insurance. Premiums on credit life insurance are recognized
as revenue using the sum-of-the-digits or actuarial methods, except in the
case of level-term contracts, which are recognized as revenue using the
straight-line method over the lives of the policies. Premiums on credit
accident and health insurance are recognized as revenue using an average of
the sum-of-the-digits and the straight-line methods. Non-credit life
insurance premiums are recognized when collected but not before their due
dates. Premiums on property and casualty insurance are recognized as
revenue using the straight-line method over the terms of the policies or
appropriate shorter periods.

Policy Reserves

Policy reserves for credit life and credit accident and health insurance
equal related unearned premiums. Claim reserves are based on Company
experience. Liabilities for future life insurance policy benefits
associated with non-credit life contracts are accrued when premium revenue
is recognized and are computed on the basis of assumptions as to investment
yields, mortality, and surrenders. Annuity reserves are computed on the
basis of assumptions as to investment yields and mortality. Reserves for
losses and loss adjustment expenses for property and casualty insurance are
estimated based upon claims reported plus estimates of incurred but not
reported claims. Non-credit life, group annuity, and accident and health

40

Notes to Consolidated Financial Statements, Continued

insurance reserves assumed under coinsurance agreements are established on
the bases of various tabular and unearned premium methods.

Acquisition Costs

Insurance acquisition costs, principally commissions, reinsurance fees, and
premium taxes, are deferred and charged to expense over the terms of the
related policies or reinsurance agreements.

Reinsurance

The Company's insurance subsidiaries enter into reinsurance agreements
among themselves and other insurers, including other insurance subsidiaries
of American General. The annuity, credit life, and credit accident and
health reserves attributable to this business with the subsidiaries of
American General were $61.0 million and $60.8 million at December 31, 1997
and 1996, respectively. The Company's insurance subsidiaries assumed from
other insurers $38.6 million, $47.5 million, and $59.9 million of
reinsurance premiums during 1997, 1996, and 1995, respectively. The
Company's ceded reinsurance activities were not significant during the last
three years.

GAAP vs. Statutory Accounting

Statutory accounting practices differ from generally accepted accounting
principles, primarily in the following respects: credit life insurance
reserves are maintained on the basis of mortality tables; non-credit life
and group annuity insurance reserves are based on statutory requirements;
insurance acquisition costs are expensed when incurred rather than expensed
over the related contract period; deferred income taxes are not recorded on
temporary differences in the recognition of revenue and expense; certain
intangible assets resulting from a purchase and the related amortization
are not reflected in statutory financial statements; investments in fixed-
maturity securities are carried at amortized cost; and an asset valuation
reserve and interest maintenance reserve are required for Merit Life
Insurance Co. (Merit), a wholly-owned subsidiary of AGFC. The following
compares net income and shareholder's equity determined under statutory
accounting practices with those determined under generally accepted
accounting principles:

Net Income Shareholder's Equity
Years Ended December 31, December 31,
1997 1996 1995 1997 1996
(dollars in thousands)
Statutory accounting
practices $58,157 $79,157 $42,006 $457,702 $394,708

Generally accepted
accounting principles 62,312 59,625 58,245 614,679 539,307

41

Notes to Consolidated Financial Statements, Continued

INVESTMENT SECURITIES

Valuation

All investment securities are currently classified as available-for-sale
and recorded at fair value. After adjusting related balance sheet accounts
as if the unrealized gains and losses on investment securities had been
realized, the net adjustment is recorded in net unrealized gains or losses
on investment securities within shareholder's equity. If the fair value of
an investment security classified as available-for-sale declines below its
cost and this decline is considered to be other than temporary, the
investment security is reduced to its fair value, and the reduction is
recorded as a realized loss.

Realized Gains and Losses on Investments

Realized gains and losses on investments are recognized using the specific
identification method and include declines in fair value of investments
below cost that are considered other than temporary. Realized gains and
losses on investments are included in other revenues.

OTHER

Cash Equivalents

The Company considers all short-term investments with a maturity at date of
purchase of three months or less to be cash equivalents.

Goodwill

Acquisition-related goodwill is charged to expense in equal amounts over 20
to 40 years. The carrying value of goodwill is regularly reviewed for
indicators of impairment in value, which in the view of management are
other than temporary, including unexpected or adverse changes in the
following: 1) the economic or competitive environments in which the
Company operates, 2) profitability analyses, and 3) cash flow analyses. If
facts and circumstances suggest that goodwill is impaired, the Company
assesses the fair value of the underlying business and reduces goodwill to
an amount that results in the book value of the Company approximating fair
value.

Income Taxes

Deferred tax assets and liabilities are established for temporary
differences between the financial reporting basis and the tax basis of
assets and liabilities, at the enacted tax rates expected to be in effect
when the temporary differences reverse. The effect of a tax rate change is
recognized in income in the period of enactment.

42

Notes to Consolidated Financial Statements, Continued

A valuation allowance for deferred tax assets is provided if all or some
portion of the deferred tax asset may not be realized. An increase or
decrease in a valuation allowance that results from a change in
circumstances that causes a change in judgement about the realizability of
the related deferred tax asset is included in income. A change related to
fluctuations in fair value of available-for-sale investment securities is
included in net unrealized gains or losses on investment securities in
shareholder's equity.

Derivative Financial Instruments

The Company accounts for its derivative financial instruments as hedges.
Hedge accounting requires a high correlation between changes in fair values
or cash flows of the derivative financial instrument and the specific item
being hedged, both at inception and throughout the life of the hedge.

The difference between amounts payable and receivable on interest rate swap
agreements is recorded on the accrual basis as an adjustment to interest
expense over the life of the agreements. The related amount payable to or
receivable from counterparties is included in other liabilities or other
assets. The net settlement amount for treasury rate lock agreements is
deferred and included in the measurement of the anticipated transaction
when it occurs.

The fair values of interest rate swap and treasury rate lock agreements are
not recognized in the consolidated balance sheet, which is consistent with
the treatment of the related debt that is hedged.

Any gain or loss from early termination of an interest rate swap agreement
is deferred and amortized into income over the remaining term of the
related debt. If the underlying debt is extinguished, any related gain or
loss on interest rate swap agreements is recognized in income.

Use of Estimates

Management makes estimates and assumptions in preparing financial
statements that affect amounts reported in the financial statements and
disclosures of contingent assets and liabilities. Ultimate results could
differ from these estimates.

Fair Value of Financial Instruments

The fair values disclosed in Note 20. are based on estimates using
discounted cash flows when quoted market prices are not available. The
valuation techniques employed are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. In
that regard, the derived fair value estimates cannot be substantiated by
comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument. The fair value amounts
presented can be misinterpreted, and care should be exercised in drawing
conclusions from such data.

43

Notes to Consolidated Financial Statements, Continued

Note 3. Accounting Changes

In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 130, "Reporting
Comprehensive Income" which establishes standards for reporting and
displaying comprehensive income and its components in the financial
statements. This statement is effective for interim and annual periods
beginning after December 15, 1997. Reclassification of financial
statements for all periods presented will be required upon adoption.
Application of this statement will not change recognition or measurement of
net income and, therefore, will not impact the Company's consolidated
results of operations or financial position.

In June 1997, the FASB also issued SFAS 131, "Disclosures about Segments of
an Enterprise and Related Information" which changes the way companies
report segment information. This statement is effective for years
beginning after December 15, 1997, but need not be applied to interim
financial statements in the initial year of application. Restatement of
comparative information for all periods presented will be required upon
adoption. Adoption of this statement will result in more detailed
disclosures but will not have an impact on the Company's consolidated
results of operations or financial position.

During 1997, the Company adopted SFAS 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." This
statement provides accounting standards for determining whether transfers
of financial assets are treated as sales or secured borrowings and when a
liability should be considered extinguished. Adoption of this standard did
not have a material impact on the Company's consolidated financial
statements.

Note 4. Purchase of Assets from Affiliates

Subsidiaries of AGFI purchased assets, primarily finance receivables, from
subsidiaries of American General for $62.2 million during 1996 and $29.3
million during 1995.

Note 5. Finance Receivables

Loans collateralized by security interests in real estate generally have
maximum original terms of 180 months. Such loans with maximum original
terms exceeding 180 months generally contain call provisions at various
times throughout the contract. Loans collateralized by consumer goods,
automobiles or other chattel security, and loans that are unsecured,
generally have maximum original terms of 60 months. Retail sales contracts
are collateralized principally by consumer goods and automobiles, and
generally have maximum original terms of 60 months. Private label are
secured by a purchase money security interest in the goods purchased and
generally require minimum monthly payments based upon current balances.
Credit card receivables were unsecured and required minimum monthly
payments based upon current balances. At December 31, 1997, 94% of the

44

Notes to Consolidated Financial Statements, Continued

finance receivables were secured by the real and/or personal property of
the borrower. At December 31, 1997, mortgage loans accounted for 62% of
the amount of loans outstanding and 13% of the number of loans outstanding.

Contractual maturities of finance receivables at December 31, 1997 were as
follows:

Amount Percent
(dollars in thousands)

1998 $2,386,458 29.79%
1999 1,475,226 18.41
2000 927,288 11.58
2001 515,684 6.44
2002 322,388 4.02
2003 and thereafter 2,384,144 29.76

$8,011,188 100.00%

Experience of the Company has shown that a substantial portion of finance
receivables will be renewed, converted, or paid in full prior to maturity.
Accordingly, the preceding information as to contractual maturities should
not be considered as a forecast of future cash collections.

Principal cash collections and such collections as a percentage of average
net receivables were as follows (retail sales contracts and private label
comprise retail sales finance):

1997 1996 1995
(dollars in thousands)
Loans:
Principal cash collections $2,859,121 $2,653,457 $2,587,659
Percent of average net receivables 45.72% 46.72% 46.25%

Retail sales finance:
Principal cash collections $1,483,999 $1,776,688 $1,884,972
Percent of average net receivables 116.97% 92.74% 86.37%

Credit cards:
Principal cash collections $ - $ 456,275 $ 454,125
Percent of average net receivables - % 86.24% 89.64%

45

Notes to Consolidated Financial Statements, Continued

Geographic diversification of finance receivables reduces the concentration
of credit risk associated with a recession in any one region. The largest
concentrations of net finance receivables were as follows:

December 31, 1997 December 31, 1996
Amount Percent Amount Percent
(dollars in thousands) (dollars in thousands)

California $ 842,690 10.52% $ 697,734 9.15%
N. Carolina 696,261 8.69 672,021 8.81
Florida 518,837 6.48 534,936 7.02
Ohio 465,489 5.81 454,290 5.96
Indiana 438,369 5.47 397,698 5.22
Illinois 434,029 5.42 452,508 5.93
Virginia 356,928 4.46 350,349 4.59
Georgia 310,485 3.88 312,377 4.10
Other 3,948,100 49.27 3,753,312 49.22

$8,011,188 100.00% $7,625,225 100.00%

Unused credit limits on private label extended by the Company to its
customers were $2.7 billion and $3.1 billion at December 31, 1997 and 1996,
respectively. Unused credit limits on loan and retail sales contracts
revolving lines of credit extended by the Company to its customers were
$225.3 million and $227.6 million at December 31, 1997 and 1996,
respectively. All unused credit limits, in part or in total, can be
cancelled at the discretion of the Company, and are not indicative of the
amounts expected to be funded.

Note 6. Allowance for Finance Receivable Losses

Changes in the allowance for finance receivable losses are detailed below.
See Management's Discussion and Analysis in Item 7. for discussion of
activity.

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Balance at beginning of year $395,153 $492,124 $226,226
Provision for finance receivable
losses 247,983 417,446 574,166
Allowance reclassified to assets
held for sale - (70,000) -
Allowance related to net acquired
receivables - 152 3,190
Charge-offs, net of recoveries (270,483) (444,569) (311,458)

Balance at end of year $372,653 $395,153 $492,124

46

Notes to Consolidated Financial Statements, Continued

Management believes the adequacy of the allowance for finance receivable
losses is a material estimate and that it is reasonably possible a material
change to such estimate could occur in the near term due to changes in the
economy and other conditions that influence the Company's net charge-offs.
See Note 2. for information on the determination of the allowance for
finance receivable losses.

Note 7. Investment Securities

At December 31, 1997 and 1996, all investment securities were classified as
available-for-sale and reported at fair value. Investment securities were
as follows at December 31:
Fair Value Amortized Cost
1997 1996 1997 1996
(dollars in thousands)
Fixed-maturity investment
securities:
Bonds:
Corporate securities $507,844 $450,754 $482,620 $435,877
Mortgage-backed securities 177,727 202,974 170,929 199,482
States and political
subdivisions 173,981 168,274 164,515 162,547
Other 45,222 45,525 34,018 36,721
Redeemable preferred stocks 18,737 7,235 18,400 7,135
Total 923,511 874,762 870,482 841,762
Non-redeemable preferred
stocks 2,332 2,271 2,264 2,264
Other long-term investments 3,468 3,000 3,468 3,000

Total investment securities $929,311 $880,033 $876,214 $847,026

At December 31, the gross unrealized gains and losses on investment
securities were as follows:
Gross Gross
Unrealized Gains Unrealized Losses
1997 1996 1997 1996
(dollars in thousands)
Fixed-maturity investment
securities:
Bonds:
Corporate securities $25,730 $17,175 $ 506 $ 2,298
Mortgage-backed securities 6,932 4,687 134 1,195
State and political
subdivisions 9,466 6,106 - 379
Other 11,210 8,851 6 47
Redeemable preferred stocks 431 138 94 38
Total 53,769 36,957 740 3,957
Non-redeemable preferred
stocks 68 7 - -

Total investment securities $53,837 $36,964 $ 740 $ 3,957

47

Notes to Consolidated Financial Statements, Continued

During the years ended December 31, 1997, 1996, and 1995, investment
securities with a fair value of $104.8 million, $169.4 million, and $108.7
million, respectively, were sold or redeemed. The gross realized gains on
such investment securities sales or redemptions totaled $1.5 million, $1.8
million, and $1.3 million, respectively. The gross realized losses on
investments totaled $.4 million, $3.1 million and $.6 million,
respectively.

The contractual maturities of fixed-maturity securities at December 31,
1997 were as follows:
Fair Amortized
Value Cost
(dollars in thousands)
Fixed maturities, excluding
mortgage-backed securities:
Due in 1 year or less $ 13,940 $ 13,777
Due after 1 year through 5 years 141,129 135,306
Due after 5 years through 10 years 477,687 450,493
Due after 10 years 113,028 99,977
Mortgage-backed securities 177,727 170,929

Total $923,511 $870,482

Actual maturities may differ from contractual maturities since borrowers
may have the right to call or prepay obligations. Company requirements and
investment strategies may result in the sale of investments before
maturity.

Certain of the bonds were on deposit with regulatory authorities. The
carrying values of such bonds were $8.4 million and $8.3 million at
December 31, 1997 and 1996, respectively.

Note 8. Costs In Excess of Net Assets Acquired

Goodwill, resulting from the excess of the purchase price paid over the
fair value of separately identified tangible and intangible net assets
acquired, totaled $262.0 million and $271.0 million at December 31, 1997
and 1996, respectively. Accumulated amortization totaled $86.8 million and
$77.8 million at December 31, 1997 and 1996, respectively.

Included in other assets is a customer base valuation of $31.0 million and
$18.5 million at December 31, 1997 and 1996, respectively, which is being
amortized to operating expenses on a straight-line basis over 6 to 25
years.

48

Notes to Consolidated Financial Statements, Continued

Note 9. Assets Held for Sale

During fourth quarter 1996, the Company decided to offer for sale $874.8
million of non-strategic, underperforming finance receivable portfolios,
consisting of $520.3 million of credit card and $354.5 million of private
label finance receivables. The Company reclassified these finance
receivables and $70.0 million of allowance for finance receivable losses to
assets held for sale on December 31, 1996.

The Company hired an outside advisor to market the portfolios. Based on
negotiations with prospective purchasers subsequent to year end 1996, the
Company determined that a write-down of $145.5 million ($93.5 million
aftertax) at December 31, 1996 was necessary to reduce the carrying amount
of the assets held for sale to net realizable value, after considering
related expenses.

In April 1997, the Company repurchased $100.0 million of private label and
credit card receivables that previously had been sold through
securitization. No gain or loss resulted from this transaction. These
repurchased credit card receivables were offered for sale along with the
Company's other credit card receivables, which increased the carrying
amount of assets held for sale by approximately $70.0 million in April
1997.

In June 1997, the Company sold all of the assets held for sale (with a
remaining balance of $658.1 million) and $81.4 million of other private
label finance receivables. In connection with these sales, the Company
recorded a loss of $42.2 million ($27.0 million aftertax) in second quarter
1997. This loss primarily resulted from establishing a liability for
estimated future payments to the purchaser of the credit card portfolio
under a five-year loss sharing arrangement.

Unused credit limits on credit card assets held for sale extended by the
Company to its customers were $2.2 billion at December 31, 1996. These
amounts, in part or in total, could be cancelled at the discretion of the
Company, and were not indicative of the amount expected to be funded. The
unused credit limits on private label assets held for sale were terminated
during 1996.

Note 10. Long-term Debt

Long-term debt consisted of senior debt at December 31, 1997 and 1996. The
carrying value and fair value of the Company's long-term debt at December
31 were as follows:

Carrying Value Fair Value
1997 1996 1997 1996
(dollars in thousands)

Senior debt $4,011,457 $4,498,530 $4,117,243 $4,607,540

49

Notes to Consolidated Financial Statements, Continued

The weighted average interest rates on long-term debt were as follows:

Years Ended December 31, December 31,
1997 1996 1995 1997 1996

Senior debt 7.32% 7.28% 7.26% 7.18% 7.16%
Senior subordinated debt - - 6.44 - -
Total 7.32% 7.28% 7.26% 7.18% 7.16%

Maturities of long-term debt at December 31, 1997 were as follows:

Carrying Value
(dollars in thousands)

1998 $ 825,242
1999 609,764
2000 1,277,077
2001 41,774
2002 547,823
2003-2007 411,643
2008-2009 298,134

Total $4,011,457

A certain debt issue of AGFC is repayable prior to maturity at par, at the
option of the holder. If this issue was so repaid, the amounts above would
increase $149.2 million in 1999 and would decrease $149.2 million in 2009.

Certain debt agreements contain restrictions on consolidated retained
earnings for certain purposes (see Note 16.).

Note 11. Short-term Notes Payable and Credit Facilities

AGFC and one of its subsidiaries issue commercial paper with terms ranging
from 1 to 270 days. Information concerning short-term notes payable for
commercial paper and to banks was as follows:

1997 1996 1995
(dollars in thousands)

Maximum borrowings at any month end $3,256,805 $3,126,920 $2,764,804
Average borrowings $3,017,332 $2,426,920 $2,489,880
Weighted average interest rate,
at December 31:
Stated rate on face of note 5.80% 5.57% 5.74%
Semi-annual bond equivalent rate 5.87% 5.63% 5.84%
Weighted average interest rate,
giving effect to interest
rate swap agreements and
commitment fees at December 31, 6.45% 6.03% 6.41%

50

Notes to Consolidated Financial Statements, Continued

The Company maintains credit facilities to support the issuance of
commercial paper and to provide an additional source of funds for operating
requirements. At December 31, 1997 and 1996, the Company was an eligible
borrower under $4.0 billion and $2.8 billion, respectively, of committed
credit facilities extended to American General and certain of its
subsidiaries (the "shared committed facilities"). At December 31, 1996,
the Company also had committed credit facilities totaling $700.0 million.
The annual commitment fees for all committed facilities ranged from .05% to
.07%. The Company pays only an allocated portion of the commitment fees
for the shared committed facilities. At December 31, 1997 and 1996, the
Company also had $321.0 million and $576.0 million, respectively, of
uncommitted credit facilities and was an eligible borrower under $200.0
million and $165.0 million, respectively, of uncommitted credit facilities
extended to American General and certain of its subsidiaries. Available
borrowings under all facilities are reduced by any outstanding borrowings.
At December 31, 1997, Company short-term borrowings outstanding under all
credit facilities totaled $95.0 million with remaining availability to the
Company of $4.0 billion in committed facilities and $426.0 million in
uncommitted facilities. At December 31, 1996, Company borrowings
outstanding under all credit facilities totaled $111.0 million in short-
term borrowings and $9.0 million in long-term borrowings with remaining
availability to the Company of $3.5 billion in committed facilities and
$621.0 million in uncommitted facilities.

Note 12. Derivative Financial Instruments

The Company's principal borrowing subsidiary is AGFC. AGFC makes limited
use of derivative financial instruments to manage the cost of its debt and
is neither a dealer nor a trader in derivative financial instruments.
AGFC's use of derivative financial instruments is generally limited to
interest rate swap and treasury rate lock agreements.

AGFC uses interest rate swap agreements to reduce its exposure to adverse
future fluctuations in interest expense rates by effectively converting
short-term and certain long-term floating-rate debt to a fixed-rate basis.
Such floating-rate obligations are recorded at amortized cost.

Fixed interest rates contracted to be paid on interest rate swap agreements
approximated the rates on fixed-rate term debt with maturities similar to
the derivative financial instruments at the date of contract. Accordingly,
AGFC's use of interest rate swap agreements did not have a material effect
on the Company's weighted-average interest rate or reported interest
expense in any of the three years ended December 31, 1997.

Interest rate swap agreements in which AGFC contracted to pay interest at
fixed rates and receive interest at floating rates were $940.0 million,
$540.0 million, and $590.0 million in notional amounts at December 31,
1997, 1996, and 1995, respectively. The weighted average interest rate
payable was 7.39%, 8.05%, and 8.07% at December 31, 1997, 1996, and 1995,
respectively. The weighted average interest rate receivable was 5.69%,
5.92%, and 5.90% at December 31, 1997, 1996, and 1995, respectively.

51

Notes to Consolidated Financial Statements, Continued

These agreements mature at various dates and had the respective fixed rates
at December 31, 1997 as shown in the table below:

Notional Weighted Average
Amount Interest Rate
(dollars in
thousands)

1998 $265,000 7.08%
1999 50,000 9.39
2000 225,000 8.80
2002 200,000 6.93
2004 200,000 6.16

$940,000 7.39%

The rollforward of notional amounts for interest rate swap agreements was
as follows:

Notional Amounts
1997 1996 1995
(dollars in thousands)

Balance at beginning of year $540,000 $590,000 $390,000
New contracts 425,000 - 200,000
Expired contracts (25,000) (50,000) -

Balance at end of year $940,000 $540,000 $590,000

Treasury rate lock agreements are used to hedge against the risk of rising
interest rates on anticipated long-term debt issuances. These agreements
provide for future cash settlements that are a function of specified U.S.
Treasury rates. During 1997, AGFC entered into treasury rate lock
agreements with settlement dates in 1998. At December 31, 1997, the
notional amount of these agreements was $390.0 million. AGFC's use of
treasury rate lock agreements did not have a material effect on the
Company's weighted-average interest rate or reported interest expense in
1997.

AGFC is exposed to credit risk in the event of non-performance by
counterparties to derivative financial instruments. AGFC limits its
exposure to credit risk by entering into agreements with counterparties
having strong credit ratings and by basing the amount and term of an
agreement on these credit ratings. Furthermore, AGFC regularly monitors
counterparty credit ratings throughout the term of the agreements.

AGFC's credit exposure on derivative financial instruments is limited to
the fair value of the agreements that are favorable to the Company. See
Note 20. for the fair values of the interest rate swap and treasury rate
lock agreements. AGFC does not expect any counterparty to fail to meet its
obligation; however, non-performance would not have a material impact on
the consolidated results of operations and financial position of the
Company.

52

Notes to Consolidated Financial Statements, Continued

AGFC's exposure to market risk is mitigated by the offsetting effects of
changes in the value of the agreements and of the underlying debt to which
they relate.

Note 13. Short-term Notes Payable - Parent

Borrowings from American General primarily provide overnight operating
liquidity when American General is in a surplus cash position. All such
borrowings are made on a due on demand basis at short-term rates based on
overnight bank investment rates. At December 31, 1997, 1996 and 1995, AGFI
had no borrowings outstanding with American General.

Information concerning such borrowings was as follows:

1997 1996 1995
(dollars in thousands)

Maximum borrowings at any month end $ - $ - $ -
Average borrowings $2,476 $3,700 $ 159
Weighted average interest rate (total
interest expense divided by average
borrowings) 5.24% 5.16% 6.05%

Note 14. Income Taxes

AGFI and all of its subsidiaries file a consolidated federal income tax
return with American General and the majority of its subsidiaries. AGFI
and its subsidiaries provide for federal income taxes as if filing a
separate tax return, and pay such amounts to American General in accordance
with a tax sharing agreement.

Provision for income taxes is summarized as follows:

Years Ended December 31,
1997 1996 1995
(dollars in thousands)
Federal
Current $ 8,588 $ 61,702 $118,171
Deferred 60,860 (43,659) (69,572)
Total federal 69,448 18,043 48,599
State 5,472 1,294 (18,705)

Total $ 74,920 $ 19,337 $ 29,894

53

Notes to Consolidated Financial Statements, Continued

The U.S. statutory federal income tax rate differs from the effective
income tax rate as follows:
Years Ended December 31,
1997 1996 1995

Statutory federal income tax rate 35.00% 35.00% 35.00%
Benefit of state net operating
loss (NOL) carryforwards - - (9.90)
Amortization of goodwill 1.54 5.89 2.85
Nontaxable investment income (1.37) (4.84) (2.10)
State income taxes 1.74 1.57 (.62)
Other, net (.25) (1.46) .64

Effective income tax rate 36.66% 36.16% 25.87%

During 1995, the Company recognized NOL carryforwards with respect to one
state resulting from the state's audit of a return and the state's
acceptance of an amended return. The Company recognized a net reduction of
$16.6 million in 1995 state income tax expense primarily related to these
carryforwards. At December 31, 1997 and 1996, the state NOL carryforwards
remaining were $627.9 million and $634.7 million, respectively, which
expire in the years 2005 and 2006.

The net deferred tax asset at December 31, 1997 of $194.8 million was net
of deferred tax liabilities totaling $150.8 million. The net deferred tax
asset at December 31, 1996 of $121.3 million was net of deferred tax
liabilities totaling $137.1 million. The most significant deferred tax
assets relate to the provision for finance receivable losses, the benefit
of the loss on the sale of non-strategic assets and the state NOL
carryforwards, and insurance premiums recorded for financial reporting
purposes. A valuation allowance of $39.5 million ($25.7 million aftertax)
was recognized at December 31, 1995 related to the state NOL carryforwards.
At December 31, 1996 and 1997, the valuation allowance remained at $39.5
million.

Note 15. Capital Stock

AGFI has two classes of capital stock: special shares (without par value,
25 million shares authorized) which may be issued in series with such
dividend, liquidation, redemption, conversion, voting and other rights as
the board of directors may determine prior to issuance; and common shares
($.50 par value, 25 million shares authorized). Issued shares were as
follows:

Special Shares - At December 31, 1997 and 1996, there were no shares issued
and outstanding.

Common Shares - At December 31, 1997 and 1996, there were 2 million shares
issued and outstanding.

54

Notes to Consolidated Financial Statements, Continued

Note 16. Retained Earnings

AGFI's ability to pay dividends is substantially dependent on the receipt
of dividends or other funds from its subsidiaries. State laws restrict the
Company's insurance subsidiaries as to the amounts they may pay as
dividends without prior notice to, or in some cases prior approval from,
their respective state insurance departments. At December 31, 1997, the
maximum amount of dividends which the Company's insurance subsidiaries may
pay in 1998 without prior approval was $59.9 million. At December 31,
1997, the Company's insurance subsidiaries had statutory capital and
surplus of $457.7 million. Merit had $52.7 million of accumulated earnings
at December 31, 1997 for which no federal income tax provisions have been
required. Merit would be liable for federal income taxes on such earnings
if they were distributed as dividends or exceeded limits prescribed by tax
laws. No distributions are presently contemplated from these earnings. If
such earnings were to become taxable at December 31, 1997, the federal
income tax would approximate $18.4 million.

Certain AGFI and AGFC financing agreements effectively limit the amount of
dividends the entity may pay. Under the most restrictive provision of such
agreements, $366.8 million of the retained earnings of AGFI and $335.9
million of the retained earnings of AGFC were free from such restrictions
at December 31, 1997. At that same date, $4.8 million of the retained
earnings of AGFI's industrial loan company subsidiaries were unrestricted
as to the payment of dividends.

Note 17. Benefit Plans

RETIREMENT INCOME PLANS

The Company participates in the American General Retirement Plans (AGRP),
which are noncontributory defined benefit pension plans covering most
employees. Pension benefits are based on the participant's compensation
and length of credited service. American General's funding policy is to
contribute annually no more than the maximum deductible for federal income
tax purposes.

Equity and fixed-maturity securities were 63% and 28%, respectively, of the
plans' assets at the plans' most recent balance sheet dates. Additionally,
5% of plan assets were invested in general investment accounts of American
General subsidiaries through deposit administration insurance contracts.
The pension plans have purchased annuity contracts from American General
subsidiaries to provide benefits to certain retirees. Benefits paid to
retirees under these contracts were $2.1 million, $2.1 million, and $2.2
million for the years ended December 31, 1997, 1996, and 1995,
respectively.

55

Notes to Consolidated Financial Statements, Continued

AGFI accounts for its participation in the AGRP as if it had its own plans.
The following table shows AGFI's portion of the plans' funded status:

December 31,
1997 1996 1995
(dollars in thousands)

Accumulated benefit obligation (a) $59,655 $51,936 $46,406

Projected benefit obligation $70,864 $62,887 $56,395
Plan assets at fair value 86,418 71,450 60,968
Plan assets in excess of projected
benefit obligation 15,554 8,563 4,573
Other unrecognized items, net (10,905) (2,709) 2,894

Prepaid pension expense $ 4,649 $ 5,854 $ 7,467

(a) Accumulated benefit obligation is over 92% vested.

Net pension expense included the following components for the years ended
December 31:
1997 1996 1995
(dollars in thousands)

Service cost $ 3,150 $ 3,194 $ 2,241
Interest cost 4,800 4,480 3,624
Actual return on plan assets (16,300) (11,288) (11,283)
Net amortization and deferral 10,113 5,417 5,233

Total pension expense (income) $ 1,763 $ 1,803 $ (185)

Additional assumptions concerning the determination of net pension costs
were as follows:
1997 1996 1995

Weighted average discount rate 7.25% 7.50% 7.25%
Expected long-term rate of
return on plan assets 10.00 10.00 10.00
Rate of increase in
compensation levels 4.00 4.00 4.00

56

Notes to Consolidated Financial Statements, Continued

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company participates in American General's life, medical, supplemental
major medical, and dental plans for certain retired employees. Most plans
are contributory, with retiree contributions adjusted annually to limit
employer contributions to predetermined amounts. American General and its
subsidiaries have reserved the right to change or eliminate these benefits
at any time.

American General's life plans are insured for a two-year period. A portion
of the retiree medical and dental plans is funded through a voluntary
employees' beneficiary association (VEBA); the remainder is unfunded and
self-insured. All of the retiree medical and dental plans' assets held in
the VEBA were invested in readily marketable securities at the plans' most
recent balance sheet date.

AGFI accounts for its participation in the plans as if it had its own
plans. The following table shows AGFI's portion of the plans' combined
funded status:
December 31,
1997 1996
(dollars in thousands)
Actuarial present value of benefit
obligation:

Retirees $1,081 $1,152
Active plan participants 5,487 4,461
Accumulated postretirement benefit
obligation 6,568 5,613
Plan assets at fair value 133 90
Accumulated postretirement benefit
obligation in excess of plan
assets at fair value 6,435 5,523
Other unrecognized items, net 970 1,512

Accrued postretirement benefit cost $7,405 $7,035

The weighted-average discount rate used in determining the accumulated
postretirement benefit obligation for the years ended December 31, 1997 and
1996 was 7.25% and 7.50%, respectively. Postretirement benefit expense in
1997, 1996, and 1995 was $.7 million, $.7 million, and $.6 million,
respectively.

57

Notes to Consolidated Financial Statements, Continued

Note 18. Lease Commitments, Rent Expense and Contingent Liabilities

The approximate annual rental commitments for leased office space,
automobiles and data processing and related equipment accounted for as
operating leases, excluding leases on a month-to-month basis, are as
follows: 1998, $30.6 million; 1999, $24.7 million; 2000, $17.3 million;
2001, $9.4 million; 2002, $4.0 million; and subsequent to 2002, $12.7
million.

Taxes, insurance and maintenance expenses are obligations of the Company
under certain leases. In the normal course of business, leases that expire
will be renewed or replaced by leases on other properties; therefore,
future minimum annual rental commitments will probably not be less than the
amount of rental expense incurred in 1997. Rental expense incurred for the
years ended December 31, 1997, 1996, and 1995, was $32.4 million, $36.0
million, and $38.5 million, respectively.

AGFI and certain of its subsidiaries are parties to various lawsuits and
proceedings arising in the ordinary course of business. Many of these
lawsuits and proceedings arise in jurisdictions, such as Alabama, that
permit damage awards disproportionate to the actual economic damages
incurred. Based upon information presently available, the Company believes
that the total amounts that will ultimately be paid, if any, arising from
these lawsuits and proceedings will not have a material adverse effect on
the Company's consolidated results of operations and financial position.
However, it should be noted that the frequency of large damage awards,
including large punitive damage awards, that bear little or no relation to
actual economic damages incurred by plaintiffs in jurisdictions like
Alabama continues to increase and creates the potential for an
unpredictable judgment in any given suit.

58

Notes to Consolidated Financial Statements, Continued

Note 19. Interim Financial Information (Unaudited)

Unaudited interim information is summarized below:

Total Revenues
Three Months Ended 1997 1996
(dollars in thousands)

March 31 $ 384,748 $ 438,958
June 30 379,470 429,904
September 30 379,618 429,313
December 31 380,269 426,773

Total $1,524,105 $1,724,948

Income Before Provision
for Income Taxes
Three Months Ended 1997 1996
(dollars in thousands)

March 31 $ 61,697 $ 44,235
June 30 21,641 (a) 47,410
September 30 64,345 68,124
December 31 56,670 (106,286) (b)

Total $ 204,353 $ 53,483

Net Income
Three Months Ended 1997 1996
(dollars in thousands)

March 31 $ 38,794 $ 28,188
June 30 13,622 (a) 29,588
September 30 40,689 43,611
December 31 36,328 (67,241) (b)

Total $ 129,433 $ 34,146

(a) Includes loss on sale of non-strategic assets of $42.2 million ($27.0
million aftertax).

(b) Includes loss on assets held for sale of $145.5 million ($93.5 million
aftertax).

59

Notes to Consolidated Financial Statements, Continued

Note 20. Fair Value of Financial Instruments

The carrying values and estimated fair values of certain of the Company's
financial instruments are presented below. The reader should exercise care
in drawing conclusions based on fair value, since the fair values presented
below do not include the value associated with all of the Company's assets
and liabilities.

December 31, 1997 December 31, 1996
Carrying Fair Carrying Fair
Value Value Value Value
Assets (dollars in thousands)

Net finance receivables,
less allowance for finance
receivable losses $7,638,535 $7,638,535 $7,230,072 $7,230,072
Investment securities 929,311 929,311 880,033 880,033
Cash and cash equivalents 105,695 105,695 105,493 105,493
Assets held for sale - - 667,007 667,007

Liabilities

Long-term debt (4,011,457) (4,117,243) (4,498,530) (4,607,540)
Short-term notes payable (3,252,671) (3,252,671) (3,126,920) (3,126,920)

Off-Balance Sheet Financial
Instruments

Unused credit limits - - - -
Interest rate swap agreements - (29,690) - (30,314)
Treasury rate lock agreements - (1,610) - -

VALUATION METHODOLOGIES AND ASSUMPTIONS

The following methods and assumptions were used in estimating the fair
value of the Company's financial instruments.

Finance Receivables

Fair value of net finance receivables (which approximates carrying amount
less allowance for finance receivable losses) was estimated using projected
cash flows, computed by category of finance receivable, discounted at the
weighted-average interest rates currently being offered for similar finance
receivables. Cash flows were based on contractual payment terms adjusted
for delinquencies and finance receivable losses. The fair value estimate
does not reflect the value of the underlying customer relationships or the
related distribution system.

60

Notes to Consolidated Financial Statements, Continued

Investment Securities

Fair values of investment securities are based on quoted market prices,
where available. For investment securities not actively traded, fair
values were estimated using values obtained from independent pricing
services or, in the case of some private placements, by discounting
expected future cash flows using a current market rate applicable to yield,
credit quality, and average life of the investments.

Cash and Cash Equivalents

The carrying amounts reported in the Consolidated Balance Sheets for cash
and cash equivalents approximate those assets' fair values.

Assets Held for Sale

The carrying amounts reported in the Consolidated Balance Sheets for assets
held for sale approximate the assets' fair value.

Long-term Debt

The fair values of the Company's long-term borrowings are estimated using
cash flows discounted at current borrowing rates.

Short-term Notes Payable

The carrying value of short-term notes payable approximates the fair value.

Unused Customer Credit Lines

The unused credit lines available to the Company's customers are considered
to have no fair value. The interest rates charged on these facilities can
either be changed at the Company's discretion, such as for private label,
or are adjustable and reprice frequently, such as for loan and retail sales
contracts revolving lines of credit. Furthermore, these amounts, in part
or in total, can be cancelled at the discretion of the Company. The
interest rates charged on credit cards could have been changed at the
Company's discretion, and the unused credit lines could have been cancelled
at the discretion of the Company.

Derivative Financial Instruments

Fair values for the Company's interest rate swap and treasury rate lock
agreements are estimated using cash flows discounted at current market
rates.

61

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) (1) and (2) The following consolidated financial statements of American
General Finance, Inc. and subsidiaries are included in Item 8:

Consolidated Balance Sheets, December 31, 1997 and 1996

Consolidated Statements of Income, years ended December 31, 1997
1996, and 1995

Consolidated Statements of Shareholder's Equity, years ended
December 31, 1997, 1996, and 1995

Consolidated Statements of Cash Flows, years ended December 31,
1997, 1996, and 1995

Notes to Consolidated Financial Statements

Schedule I--Condensed Financial Information of Registrant is included
in Item 14(d).

All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission have
been omitted, because they are inapplicable, or the required
information is included in the consolidated financial statements or
notes.

(3) Exhibits:

Exhibits are listed in the Exhibit Index beginning on page 68
herein.

(b) Reports on Form 8-K

No Current Reports on Form 8-K were filed during the fourth quarter of
1997.

(c) Exhibits

The exhibits required to be included in this portion of Item 14. are
submitted as a separate section of this report.

62

Item 14(d).

Schedule I - Condensed Financial Information of Registrant

American General Finance, Inc.
Condensed Balance Sheets

December 31,
1997 1996
(dollars in thousands)

Assets

Cash $ 161 $ 601
Investments in subsidiaries 1,388,325 1,355,896
Notes receivable from subsidiaries 183,301 173,235
Other assets 47,311 40,156

Total assets $1,619,098 $1,569,888

Liabilities and Shareholder's Equity

Senior long-term debt, 5.35% - 9.75%,
due 1998-2002 $ 69,971 $ 81,893
Notes payable to banks 95,000 111,000
Notes payable to subsidiaries 185,112 173,331
Other liabilities 5,690 3,183

Total liabilities 355,773 369,407

Shareholder's equity:
Common stock 1,000 1,000
Additional paid-in capital 743,083 696,230
Other equity 34,512 21,454
Retained earnings 484,730 481,797

Total shareholder's equity 1,263,325 1,200,481

Total liabilities and shareholder's equity $1,619,098 $1,569,888

See Notes to Condensed Financial Statements.

63

Schedule I, Continued

American General Finance, Inc.
Condensed Statements of Income

Years Ended December 31,
1997 1996 1995
(dollars in thousands)

Revenues
Dividends received from subsidiaries $147,136 $150,574 $108,633
Interest and other 25,560 25,850 6,703

Total revenues 172,696 176,424 115,336

Expenses
Interest expense 26,950 29,802 12,639
Operating expenses 12,130 23,844 8,386

Total expenses 39,080 53,646 21,025

Income before income taxes and equity
in overdistributed net income of
subsidiaries 133,616 122,778 94,311

Income Tax Credit 4,883 9,751 5,026

Income before equity in overdistributed
net income of subsidiaries 138,499 132,529 99,337

Equity in Overdistributed Net Income
of Subsidiaries (9,066) (98,383 (13,682)

Net Income $129,433 $ 34,146 $ 85,655

See Notes to Condensed Financial Statements.

64

Schedule I, Continued

American General Finance, Inc.
Condensed Statements of Cash Flows

Years ended December 31,
1997 1996 1995
(dollars in thousands)

Cash Flows from Operating Activities
Net Income $129,433 $ 34,146 $ 85,655
Reconciling adjustments to net cash
provided by operating activities:
Equity in overdistributed net income
of subsidiaries 9,066 98,383 13,682
Change in other assets and other
liabilities (11,203) 812 16,685
Other, net 13,437 8,263 7,801
Net cash provided by operating activities 140,733 141,604 123,823

Cash Flows from Investing Activities
Capital contributions to subsidiaries (27,000) - (80,228)
Transfer of subsidiary - - 1,871
Net additions to fixed assets (7,184) (6,085) (14,615)
Other, net - 8,423 (9,168)
Net cash (used for) provided by
investing activities (34,184) 2,338 (102,140)

Cash Flows from Financing Activities
Proceeds from issuance of long-term debt 3,616 46,411 8,597
Repayment of long-term debt (16,320) (9,299) (13,149)
Change in notes receivable or payable
with parent and subsidiaries 1,715 96 3,299
Change in notes payable to banks (16,000) (42,400) 12,400
Capital contributions from parent 46,500 - 80,000
Dividends paid (126,500) (138,590) (112,540)
Net cash used for financing activities (106,989) (143,782) (21,393)

(Decrease) increase in cash (440) 160 290
Cash at beginning of year 601 441 151
Cash at end of year $ 161 $ 601 $ 441

See Notes to Condensed Financial Statements.

65

Schedule I, Continued

American General Finance, Inc.
Notes to Condensed Financial Statements
December 31, 1997

Note 1. Accounting Policies

AGFI's investments in subsidiaries are stated at cost plus the equity in
undistributed net income of subsidiaries since the date of the acquisition.
The condensed financial statements of the registrant should be read in
conjunction with AGFI's consolidated financial statements.

Note 2. Long-Term Debt

Senior long-term debt maturities for the five years after December 31,
1997, were as follows: 1998, $15.1 million; 1999, $47.7 million; 2000,
$4.0 million; 2001, $1.9 million; and 2002, $1.3 million.

66

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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 on March
19, 1998.

AMERICAN GENERAL FINANCE, INC.

By: /s/ Robert A. Cole
Robert A. Cole
(Senior Vice President and
Chief Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 19, 1998.

/s/ Frederick W. Geissinger /s/ Jerry L. Gilpin
Frederick W. Geissinger Jerry L. Gilpin
(President and Chief Executive (Director)
Officer and Director - Principal
Executive Officer)
/s/ Philip M. Hanley
Philip M. Hanley
/s/ Robert A. Cole (Director)
Robert A. Cole
(Senior Vice President and
Chief Financial Officer and /s/ Bennie D. Hendrix
Director - Principal Financial Bennie D. Hendrix
Officer) (Director)

/s/ George W. Schmidt /s/ Larry R. Klaholz
George W. Schmidt Larry R. Klaholz
(Controller and Assistant Secretary - (Director)
Principal Accounting Officer)

/s/ W. Tal Bratton Jon P. Newton
W. Tal Bratton (Director)
(Director)

/s/ Ray W. Sims
Ray W. Sims
James S. D'Agostino Jr. (Director)
(Director)

67

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 BY REGISTRANTS WHICH
HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934.

No annual report to security-holders or proxy material has been sent to
security-holders.

68

Exhibit Index

Exhibits Page

(3) a. Restated Articles of Incorporation of American General Finance,
Inc. (formerly Credithrift Financial, Inc.) dated May 27, 1988 and
amendments thereto dated September 7, 1988 and March 20, 1989.
Incorporated by reference to Exhibit (3)a filed as a part of the
Company's Annual Report on Form 10-K for the year ended December
31, 1988 (File No. 1-7422).

b. By-laws of American General Finance, Inc. Incorporated by
reference to Exhibit (3)b filed as a part of the Company's Annual
Report on Form 10-K for the year ended December 31, 1992 (File No.
1-7422).

(4) a. The following instruments are filed pursuant to Item 601(b)(4)(ii)
of Regulation S-K, which requires with certain exceptions that all
instruments be filed which define the rights of holders of long-
term debt of the Company and its consolidated subsidiaries. In
the aggregate, the outstanding issuances of debt under the
Indenture referred to under item (1) below exceed 10% of the total
assets of the Company on a consolidated basis.

(1) Indenture dated as of October 1, 1994 from American General
Finance Corporation to The Chase Manhattan Bank.
Incorporated by reference to Exhibit 4(a) filed as a part of
American General Finance Corporation's Registration Statement
on Form S-3 (Registration No. 33-55803).

(a) Resolutions and form of note for senior notes, 8% due
February 15, 2000. Incorporated by reference to
Exhibits 4(a) and 4(b) filed as a part of American
General Finance Corporation's Current Report on Form
8-K dated February 3, 1995 (File No. 1-6155).

(b) Resolutions and forms of notes for (senior) Medium-
Term Notes, Series D. Incorporated by reference to
Exhibits 4(a), 4(b) and 4(c) filed as a part of
American General Finance Corporation's Current Report
on Form 8-K dated February 13, 1995 (File No. 1-6155).

(c) Resolutions and form of note for senior notes, 7 1/4%
due March 1, 1998. Incorporated by reference to
Exhibits 4(a) and 4(b) filed as a part of American
General Finance Corporation's Current Report on Form
8-K dated February 27, 1995 (File No. 1-6155).

(d) Resolutions and form of note for senior notes, 7 1/4%
due April 15, 2000. Incorporated by reference to
Exhibits 4(a) and 4(b) filed as a part of American
General Finance Corporation's Current Report on Form
8-K dated April 11, 1995 (File No. 1-6155).

69

Exhibit Index, Continued

Exhibits Page

(e) Resolutions and form of note for senior notes, 7 1/4%
due May 15, 2005. Incorporated by reference to
Exhibits 4(a) and 4(b) filed as a part of American
General Finance Corporation's Current Report on Form
8-K dated May 5, 1995 (File No. 1-6155).

(f) Resolutions for (senior) Medium-Term Notes, Series D.
Incorporated by reference to Exhibit 4 filed as a
part of American General Finance Corporation's
Current Report on Form 8-K dated November 16, 1995
(File No. 1-6155).

(g) Resolutions and form of note for senior notes, 6 1/8%
due September 15, 2000. Incorporated by reference to
Exhibits 4(a) and 4(b) filed as a part of American
General Finance Corporation's Current Report on Form
8-K dated September 17, 1997 (File No. 1-6155).

(h) Resolutions and form of note for senior notes, 5.90%
due January 15, 2003. Incorporated by reference to
Exhibits 4(a) and 4(b) filed as a part of American
General Finance Corporation's Current Report on Form
8-K dated January 9, 1998 (File No. 1-6155).

b. In accordance with Item 601(b) (4)(iii) of Regulation S-K,
certain other instruments defining the rights of holders of
long-term debt of the Company and its subsidiaries have not
been filed as exhibits to this Annual Report on Form 10-K
because the total amount of securities authorized and
outstanding under each such instrument does not exceed 10% of
the total assets of the Company on a consolidated basis. The
Company hereby agrees to furnish a copy of each such instrument
to the Securities and Exchange Commission upon request
therefor.

(12) Computation of ratio of earnings to fixed charges. 70

(23) Consent of Ernst & Young LLP, Independent Auditors 71

(27) Financial Data Schedule 72