-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O3We8llfWOtcoj49M30aN9NnZWmuIiUW4kd6itFOUoGczwZtIDWdItIZpTWW+Hp8 LF0QoQhtbqF2hpJ07/W6YQ== 0000025475-96-000004.txt : 19960513 0000025475-96-000004.hdr.sgml : 19960513 ACCESSION NUMBER: 0000025475-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960510 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRAWFORD & CO CENTRAL INDEX KEY: 0000025475 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 580506554 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10356 FILM NUMBER: 96559867 BUSINESS ADDRESS: STREET 1: 5620 GLENRIDGE DR NE CITY: ATLANTA STATE: GA ZIP: 30342 BUSINESS PHONE: 4042560830 MAIL ADDRESS: STREET 1: 5620 GLENRIDE DR CITY: ATLANTA STATE: GA ZIP: 30342 10-Q 1 Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Financial Statements: Year-to-Date Unaudited Consolidated Statements of Income for the Three-Month Period ended March 31, 1996 and March 31, 1995: (In Thousand of Dollars Except Share and Per Share Data) 1996 1995 Revenues $161,563 $148,649 Costs and Expenses: Cost of services provided, less reimbursed expenses of $7,784 in 1996 and $8,378 in 1995 116,804 106,683 Selling, general and administrative expense 27,281 26,082 Total costs and expenses 144,085 132,765 Income Before Income Taxes 17,478 15,884 Provision for Income Taxes 7,047 6,406 Net Income $10,431 $9,478 Earnings Per Share $0.30 $0.27 Weighted Average Shares Outstanding 34,310,476 34,930,601 Declared Dividends Per Share - Class A Common $0.150 $0.145 Declared Dividends Per Share - Class B Common $0.145 $0.135
(See accompanying notes to condensed financial statements) Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 3 Consolidated Balance Sheets as of March 31, 1996 and December 31, 1995: (In Thousands of Dollars) (Unaudited) March 31 December 31 1996 1995 ASSETS Current Assets: Cash and cash equivalents $50,841 $40,802 Short-term investments, at fair value 3,384 5,596 Accounts receivable, less allowance for doubtful accounts of $10,344 in 1996 and $10,303 in 1995 111,755 111,636 Unbilled revenues, at estimated billable amounts 64,898 60,486 Prepaid income taxes 9,331 6,115 Prepaid expenses and other current assets 11,338 9,745 Total current assets 251,547 234,380 Property and Equipment: Property and equipment, at cost: 122,794 121,307 Less accumulated depreciation and amortization (87,582) (84,859) Net property and equipment 35,212 36,448 Other Assets: Intangible assets arising from acquisitions, less accumulated amortization of $8,050 in 1996 and $7,596 in 1995 54,776 55,731 Prepaid pension obligation 35,408 34,243 Other 9,221 6,181 Total other assets 99,405 96,155 TOTAL ASSETS $386,164 $366,983
(See accompanying notes to condensed financial statements) Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 4 Consolidated Balance Sheets - (Continued) (In Thousands of Dollars) (Unaudited) March 31 December 31 1996 1995 LIABILITIES AND SHAREHOLDERS' INVESTMENT Current Liabilities: Short-term borrowings $10,300 $10,154 Accounts payable 13,211 12,366 Accrued compensation and related costs 34,825 26,764 Other accrued liabilities 40,278 29,394 Deferred revenues 15,319 15,504 Current installments of long-term debt 805 872 Total current liabilities 114,738 95,054 Noncurrent Liabilities: Long-term debt, less current installments 8,900 9,412 Deferred income taxes 15,107 14,854 Deferred revenues 11,010 10,498 Postretirement medical benefit obligation 8,103 7,938 Self-insured risks 7,775 7,347 Other 1,401 1,020 Total noncurrent liabilities 52,296 51,069 Shareholders' Investment: Class A Common Stock, $1.00 par value; 50,000,000 shares authorized; 16,864,180 and 17,229,986 shares issued in 1996 and 1995, respectively 16,864 17,230 Class B Common Stock, $1.00 par value; 50,000,000 shares authorized; 17,282,930 and 17,297,730 shares issued in 1996 and 1995, respectively 17,283 17,298 Retained earnings 188,683 189,294 Cumulative translation adjustment (3,700) (2,962) Total shareholders' investment 219,130 220,860 TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $386,164 $366,983
(See accompanying notes to condensed financial statements) Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 5 Unaudited Consolidated Statements of Cash Flows for the Three-Month Periods Ended March 31, 1996 and March 31, 1995: (In Thousands of Dollars) 1996 1995 Cash Flows From Operating Activities: Net income $10,431 $9,478 Reconciliation of net income to net cash provided by (used in) operating activities: Depreciation and amortization 4,163 4,090 Deferred income taxes 2,547 4,037 Loss on sales of property and equipment 42 147 Changes in operating assets and liabilities: Short-term investments 2,212 2,887 Accounts receivable, net (727) 1,722 Unbilled revenues (4,522) (651) Prepaid or accrued income taxes 3,477 1,342 Accounts payable and accrued liabilities 12,232 (9,190) Deferred revenues 328 837 Prepaid expenses and other assets (7,099) (16,245) Net cash provided by (used in) operating activities 23,084 (1,546) Cash Flows From Investing Activities: Acquisitions of property and equipment (2,148) (3,451) Proceeds from sales of property and equipment 23 21 Net cash used in investing activities (2,125) (3,430) Cash Flows From Financing Activities: Dividends paid (5,085) (4,895) Repurchase of common stock (6,644) (3,512) Issuance of common stock 306 311 Increase (decrease) in short-term borrowings 483 (1,728) Increase in long-term debt 102 539 Net cash used in financing activities (10,838) (9,285) Effect of exchange rate changes on cash and cash equivalents (82) (27) Increase (decrease) in cash and cash equivalents 10,039 (14,288) Cash and cash equivalents at beginning of period 40,802 38,968 Cash and cash equivalents at end of period $50,841 $24,680 Cash payments for income taxes $1,569 $810
(See accompanying notes to condensed financial statements) EX-99 2 Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 6 NOTES TO CONDENSED FINANCIAL STATEMENTS 1. The condensed financial statements included herein have been prepared by the Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed financial statements should be read in conjunction with the financial statements and related notes contained in the Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1995. In the opinion of management, the condensed financial statements included herein contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position of the Registrant as of March 31, 1996, and the results of its operations and cash flows for the three-month period then ended. 2. The results of operations for the three-month period ended March 31, 1996, are not necessarily indicative of the results to be expected during the balance of the year ending December 31, 1996. 3. Net income per share is computed by dividing net income by the weighted average number of shares outstanding during the respective periods. The effect of common stock equivalents was less than 3% dilutive in both 1996 and 1995 and, therefore, the effect on primary earnings per share has not been shown. 4. The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents for purposes of the Statements of Cash Flows. 5. Certain reclassifications of prior year amounts have been made in the accompanying balance sheets to conform to the current year presentation. In addition, costs associated with the Company's distributed branch computer network totaling $5.7 million in both 1996 and 1995, were reclassified from selling, general and administrative expenses to costs of services provided in the accompanying statements of income. Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 7 PART 1 - FINANCIAL INFORMATION - (Continued) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Financial Condition At March 31, 1996, current assets exceeded current liabilities by approximately $136.8 million, a decrease of $2.5 million from the working capital balance at December 31, 1995. Cash and cash equivalents at March 31, 1996 totaled $50.8 million, increasing $10.0 million from the balance at the end of 1995. Short-term investments totaled $3.4 million at March 31, 1996, decreasing from $5.6 million at December 31, 1995. During the quarter, cash was generated primarily from operating activities, while the principal uses of cash were for repurchases of common stock, dividends paid to shareholders and acquisitions of property and equipment. At March 31, 1996, the ratio of current assets to current liabilities was 2.2 to 1 compared with 2.5 to 1 at the end of 1995. During the first quarter of 1996, the Company completed its 1994 share repurchase program and, under that program, has reacquired 1,165,900 shares of its Class A Common Stock and 836,500 shares of its Class B Common Stock at an average cost of $15.76 and $15.65 per share, respectively. Additionally, during March of 1996, the Company announced a second share repurchase program to acquire up to an aggregate of 2,000,000 shares of its Class A or Class B Common Stock through open market purchases. Through March 31, 1996, the Company has reacquired 109,200 shares of its Class A Common Stock at an average cost of $15.36. The Company maintains credit lines with banks in order to meet seasonal working capital requirements of its foreign subsidiaries or other financing needs that may arise. Short-term borrowings outstanding as of March 31, 1996, totaled $10.3 million, as compared to $10.2 million at the end of 1995. The Company believes that its current financial resources, together with funds generated from operations and existing and potential long-term borrowing capabilities, will be sufficient to maintain its current operations. The Company does not engage in any hedging activities to compensate for the effect of exchange rate fluctuations on the operating results of its foreign subsidiaries. Foreign currency denominated debt is maintained primarily to hedge the currency exposure of its net investment in foreign operations. Shareholders' investment at March 31, 1996 was $219.1 million, compared with $220.9 million at the end of 1995. Long-term debt totaled $8.9 million at March 31, 1996, or approximately 4.1% of shareholders' investment. Results of Operations For the first three months of 1996, revenues were $161.6 million, increasing 8.7% from the $148.6 million for the same period in 1995. Unit volume, measured principally by chargeable hours, increased 7.5% during the quarter. Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 8 Results of Operations - (Continued) This increase was complemented by changes in the mix of services and in the rates charged for those services, the combined effects of which increased revenues by approximately 1.2%. The percentage of revenue derived from each of the Company's principal service categories is shown in the following schedule: Three-Month Period Ended March 31 1996 1995 Domestic Claims Services (including Risk Management Services) 73.3% 72.7% Domestic Disability Management Services 14.0 16.6 International Operations 12.7 10.7 100.0% 100.0% Domestic revenues from claims services to insurance companies and risk management services to self-insured clients totaled $118.3 million for the first quarter of 1996, increasing 9.5% over the $108.0 million reported in 1995. This growth was largely due to an increase in weather-related claims resulting from the harsh winter in the United States during the first quarter, offsetting continued weakness in the self-insured corporate market. Revenues from services provided to an insurance holding company and its subsidiaries continued to decline, from 12% of total revenues in 1995 to 10% in 1996. However, this decline has been offset by services provided to other major insurers and self-insured entities who have outsourced their claims services to the Company. Revenues produced by the Company's catastrophe adjusters were $8.4 million, increasing $2.1 million from the first quarter of 1995. This increase also reflects the impact of winter storm related losses, as well as the completion of Hurricane Opal property claims. Domestic revenues from disability management services, which serves both the insurance company and self-insured markets, totaled $22.7 million, a decrease of 8.3% from first quarter of 1995 revenues of $24.7 million. This decline reflects continued strong competition in the self-insured corporate market. Revenues from the Company's international operations increased to $20.6 million for the first quarter of 1996, from $15.9 million for the same period in 1995. This increase is primarily due to an increase in claims volume from the harsh winter experienced in the United Kingdom and the completion of Hurricanes Luis and Marilyn property claims in the Caribbean. Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 9 Results of Operations - (Continued) The Company's most significant expense is the compensation of its employees, including related payroll taxes and fringe benefits. Such expense approximated 64.9% of revenues in the first quarter of 1996, compared to 63.2% for the first three months of 1995. This increase resulted primarily from higher incentive compensation expense, which is based on growth in earnings. Expenses other than compensation and related payroll taxes and fringe benefits approximated 24.2% of revenues for the first three months of 1996, compared to 26.1% of revenues for the same period in 1995. As a result of the Company's cost control efforts, such expenses increased less than 1% over the 1995 related costs, declining as a percentage of revenues due to an 8.7% increase in revenues in the first quarter of 1996. Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 10 Review by Independent Public Accountants. Arthur Andersen LLP, independent public accountants, has performed a review of the interim financial information contained herein in accordance with established professional standards and procedures for such a review and has issued its report with respect thereto (see page 11). Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 11 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders and Board of Directors of Crawford & Company: We have made a review the accompanying condensed consolidated balance sheet of CRAWFORD & COMPANY (a Georgia corporation) AND SUBSIDIARIES as of March 31, 1996 and the related condensed consolidated statements of income and cash flows for the three-month periods ended March 31, 1996 and 1995. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Crawford & Company and subsidiaries as of December 31, 1995, and the related consolidated statements of income, shareholders' investment and cashflows for the year then ended (not presented separately herein), and in our report dated January 30, 1996, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1995 is fairly stated, in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/Arthur Andersen LLP Atlanta, Georgia May 10, 1996 Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 12 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 10.1 Crawford & Company 1996 Incentive Compensation Plan* 15.1 Letter from Arthur Andersen LLP 27.1 Financial Data Schedule * Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 601 of Regulation S-K. (b) Reports on Form 8-K Registrant filed no reports on Form 8-K during the period covered by this report. Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Crawford & Company (Registrant) Date: May 10, 1996 /s/D. A. Smith D. A. Smith Chairman of the Board and Chief Executive Officer Date: May 10, 1996 /s/D. R. Chapman D. R. Chapman Executive Vice President - Finance (Principal Financial Officer) Date: May 10, 1996 /s/J. F. Giblin J. F. Giblin Vice President and Controller (Principal Accounting Officer) Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 14 INDEX TO EXHIBITS Exhibit No. Description Sequential Page No. 10.1 Crawford & Company 1996 Incentive 15 - 18 Compensation Plan 15.1 Letter from Arthur Andersen LLP 19 27.1 Financial Data Schedule (for SEC use only) EX-27 3
5 0000025475 CRAWFORD & COMPANY 1,000 3-MOS DEC-31-1996 MAR-31-1996 50841 3384 176653 10344 0 251547 122794 87582 386164 114738 8900 0 0 34147 184983 386164 0 161563 0 116804 27281 0 0 17478 7047 10431 0 0 0 10431 0.30 0
EX-10 4 Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 15 Exhibit 10.1 CRAWFORD & COMPANY 1996 INCENTIVE COMPENSATION PLAN Crawford & Company hereby establishes the Crawford & Company 1996 Incentive Compensation Plan, effective as of January 1, 1996, to provide to the officers and key employees of Crawford & Company additional cash incentive compensation which is tied to the attainment of targeted increases in adjusted revenues and adjusted pre-tax income of Crawford & Company on a consolidated basis. I. Definitions The capitalized terms used in the Plan shall have the following meanings: 1.1 Actual Earnings shall mean the reported Earnings of the Company for the period with respect to which the Incentive Compensation Pool is determined. 1.2 Actual Earnings Percentage shall mean the percentage computed by multiplying (i) the Target Earnings Percentage by (ii) a fraction (which may not be larger than one) the numerator of which is Covered Earnings and the denominator of which is the difference between (A) the Target Earnings and (B) the Threshold Earnings. 1.3 Actual Revenues shall mean the reported Revenues of the Company for the period with respect to which the Incentive Compensation Pool is determined. 1.4 Chief Executive Officer shall mean the Chief Executive Officer of the Company. 1.5 Committee shall mean the Senior Compensation and Stock Option Committee of the Board of Directors of the Company. 1.6 Company shall mean Crawford & Company. 1.7 Covered Earnings shall mean the difference between (i) the Actual Earnings and (ii) the Threshold Earnings (but not less than zero). 1.8 Covered Salaries shall mean the base salaries of the Participants. 1.9 Earnings shall mean the reported pre-tax income of the Company, on a consolidated basis, adjusted to eliminate the effect, if any, of the cumulative effects of changes in accounting principles and any significant gains or losses resulting from the disposition of any major assets of the Company, such as the sale of land, the sale and leaseback of buildings, or the sale or other disposition of a subsidiary or portion Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 16 of the Company's operations. 1.10 Incentive Compensation Pool shall mean the sum of (1) the Incentive Compensation Pool--Sales and Account Management; plus (2) the Incentive Compensation Pool--Other Officers and Key Employees. 1.11 Incentive Compensation Pool--Other Officers and Key Employees shall mean the sum of (1) the amount computed by multiplying the lesser of Actual Earnings or Threshold Earnings by 1.5%; plus (2) the amount computed by multiplying (i) Actual Earnings by (ii) the Actual Earnings Percentage. In no event shall the Incentive Compensation Pool--Other Officers and Key Employees exceed 100% of the Covered Salaries of its Participants. 1.12 Incentive Compensation Pool--Sales and Account Management shall mean the greater of (1) the amount computed by multiplying the lesser of Actual Earnings or Threshold Earnings by .5%; or (2) the amount computed by multiplying the growth in Actual Revenues over Threshold Revenues by 1.5%, reduced by 10% for every 1% decline in the consolidated Pre-Tax Profit Margin of the Company on a pro rata basis. In no event shall the Incentive Compensation Pool--Sales and Account Management exceed 100% of the Covered Salaries of its Participants. 1.13 Participant shall mean any officer (other than the Chief Executive Officer) or home office or regional employee of the Company or its domestic or foreign subsidiaries designated by the Chief Executive Officer to participate in the Incentive Compensation Pool--Sales and Account Management or the Incentive Compensation Pool--Other Officers and Key Employees. 1.14 Pre-Tax Profit Margin shall mean the percentage derived by dividing Earnings by Revenues, both adjusted to eliminate the effect, if any, of significant acquisitions made by the Company in the relevant period. 1.15 Revenues shall mean the reported revenues of the Company, on a consolidated basis, adjusted to eliminate the effect, if any, of significant acquisitions made by the Company in the period with respect to which the Incentive Compensation Pool is determined. 1.16 Target Earnings shall mean the Committee's determination of achievable earnings for the Company for the fiscal year. 1.17 Target Earnings Percentage shall mean 5.22%. 1.18 Threshold Earnings shall mean the Committee's determination of Earnings below which no amount will be added to the Incentive Compensation Pool for earnings growth. Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 17 1.19 Threshold Revenues shall mean the Committee's determination of achievable Revenues for the Company in the period with respect to which the Incentive Compensation Pool is determined. 1.20 Plan shall mean this Crawford & Company 1996 Incentive Compensation Plan. II. Establishment of Threshold Revenues and Earnings As soon as possible following the availability of audited financial statements of the Company for the immediately preceding fiscal year and the preparation of operational budgets for the current fiscal year, the Committee shall meet to establish the (i) Threshold Revenues, (ii) Threshold Earnings and (iii) Target Earnings for the current fiscal year. Any adjustments to the audited revenues and pre-tax income of the Company in the calculations of Revenues and Earnings shall be approved by the Committee. III. Allocation and Payment to Participants The Chief Executive Officer shall have total authority and discretion with respect to the determination of amounts to be paid to the Participants in each of the Incentive Compensation Pools under the provisions of this Plan. He may delegate that responsibility and allocate amounts available for distribution to the heads of the business units and support divisions of the Company. In the event that an individual is no longer a Participant at the end of any period with respect to which the Incentive Compensation Pool is determined by virtue of his no longer being an employee of the Company or any of its domestic or foreign subsidiaries on that date, such individual shall not be eligible for any payments under this Plan, unless such individual's employment has been terminated by reason of death, disability, or retirement. Nothing herein contained shall be construed to require the Committee or the Chief Executive Officer to authorize the allocation and payment of all or any amounts available for distribution under the terms of this Plan. Amounts not distributed with respect to any year shall not be carried over to subsequent fiscal years. Payment to individual Participants shall be as soon as practical after the close of the fiscal period, the availability of reported Revenues and Earnings for that period, the calculation of the Incentive Compensation Pool for that period by the Chief Financial Officer of the Company, and the approval of that calculation by the Committee. IV. No Contract of Employment The establishment of this Plan shall not grant to any Participant the right to remain an employee for any specific term of employment or in any specific capacity or as a Participant or at any specific rate of compensation. Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 18 V. No Alienation or Assignment A Participant shall have no right or power to alienate, commute, anticipate or otherwise assign at law or equity all or any portion of amounts which may be payable to him hereunder and the Committee and the Chief Executive Officer shall have the right, in light of any such action, to suspend temporarily or terminate permanently the status of such an individual as a Participant under this Plan. VI. Administration, Amendment and Termination The Committee shall have all powers necessary to administer this Plan in its absolute discretion and its determination shall be binding on the Company and the Participants. The Board of Directors of the Company and the Committee have the right to amend or terminate this Plan at any time. VII. Construction This Plan shall be construed in accordance with the laws of the State of Georgia and the masculine shall include the feminine and the singular the plural, where appropriate. VII. Termination of Former Plan The Annual Incentive Compensation Plan adopted effective January 1, 1993, is hereby terminated. IN WITNESS WHEREOF, Crawford & Company has caused its duly authorized officer to execute the Plan this 30th day of January, 1996, to evidence the adoption of this Plan. CRAWFORD & COMPANY /s/Dennis A. Smith Dennis A. Smith Chairman of the Board and Chief Executive Officer EX-15 5 Form 10-Q Crawford & Company Quarter Ended March 31, 1996 Page 19 Exhibit 15.1 To the Stockholders and Board of Directors of Crawford & Company: We are aware that Crawford & Company has incorporated by reference in its previously filed Registration Statement File No. 2-78989, Registration Statement File No. 33-22595, Registration Statement File No. 33-47536, and Registration Statement File No. 33-36116 its Form 10-Q for the quarter ended March 31, 1996, which includes our report dated May 10, 1996 covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933 (the "Act"), that report is not considered a part of the Registration Statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. /s/Arthur Andersen LLP Atlanta, Georgia May 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----