CIT GROUP HOLDINGS INC /DE/
10-Q, 1995-11-09
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
Previous: CHRYSLER FINANCIAL CORP, 424B3, 1995-11-09
Next: VALERO ENERGY CORP, 10-Q, 1995-11-09




================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q
         (Mark One)
              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended SEPTEMBER 30, 1995
                                       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
                                     1-1861

                          THE CIT GROUP HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                               13-2994534
      (State or other jurisdiction of              (I.R.S. Employer
       incorporation or organization)             Identification No.)

    1211 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK            10036
         (Address of principal executive offices)            (Zip Code)

                                 (212) 536-1950
              (Registrant's telephone number, including area code)

                                      NONE
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                           Yes ____X___      No __________

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of October 30, 1995: 1,000 shares.

================================================================================


<PAGE>

                          THE CIT GROUP HOLDINGS, INC.
                                AND SUBSIDIARIES
                                   (UNAUDITED)



          TABLE OF CONTENTS                                                 PAGE
                                                                            ----
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements
           Consolidated Balance Sheets - September 30, 1995 and
             December 31, 1994.                                             2-3
           Consolidated Income Statements for the three and nine
             month periods ended September 30, 1995 and 1994.               4
           Consolidated Statements of Changes in Stockholders' Equity for
             the nine month periods ended September 30, 1995 and 1994.      5
           Consolidated Statements of Cash Flows for the nine
             month periods ended September 30, 1995 and 1994.               6

  Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                            7-18

PART II.  OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K                                 19

                          PART I. FINANCIAL INFORMATION

     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 the rules and  regulations  of the
Securities  and  Exchange  Commission.  It is  suggested  that  these  condensed
consolidated  financial  statements be read in conjunction with the consolidated
financial  statements and notes thereto included in the December 31, 1994 Annual
Report on Form 10-K and the March 31, 1995 quarterly report on Form 10-Q for The
CIT Group Holdings, Inc. (the "Corporation").


     The  Corporation  considers that all  adjustments  (all of which are normal
recurring accruals) necessary for a fair statement of the financial position and
results of  operations  for these periods have been made;  however,  results for
such interim periods are subject to year-end audit adjustments. Results for such
interim  periods  are not  necessarily  indicative  of results  for a full year.
Amounts for 1994 have been  reclassified,  where  necessary,  to conform to 1995
presentations.

                                       -1-

<PAGE>

                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in Thousands)


                                                 September 30,      December 31,
Assets                                               1995               1994
                                                 -------------      ------------
Financing and leasing assets
Capital Equipment Financing ................     $  4,466,977      $  4,493,531
Business Credit ............................        1,650,080         1,442,049
Credit Finance .............................          766,539           719,642
                                                 ------------      ------------
  Corporate Finance ........................        6,883,596         6,655,222

Commercial Services ........................        1,964,553         1,896,233

Industrial Financing .......................        4,635,230         4,269,693
Sales Financing ............................        1,367,059         1,402,443
                                                 ------------      ------------
  Dealer and Manufacturer Financing ........        6,002,289         5,672,136

Consumer Finance ...........................          930,558           570,772
                                                 ------------      ------------

   Total finance receivables ...............       15,780,996        14,794,363
Reserve for credit losses ..................         (202,142)         (192,421)
                                                 ------------      ------------
  Net finance receivables ..................       15,578,854        14,601,942

Operating lease equipment ..................        1,017,625           867,914
                                                 ------------      ------------
  Net financing and leasing assets .........       16,596,479        15,469,856

Cash and cash equivalents ..................          109,652             6,558

Other assets ...............................          535,419           487,076
                                                 ------------      ------------
  Total assets .............................     $ 17,241,550      $ 15,963,490
                                                 ============      ============


                                       -2-

<PAGE>

                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in Thousands)


                                                      September 30, December 31,
Liabilities and Stockholders' Equity                      1995          1994
                                                      ------------  ------------

Debt
Commercial paper .................................    $ 5,231,479    $ 5,660,194
Variable rate notes ..............................      4,377,500      3,812,500
Fixed rate notes .................................      3,442,582      2,623,150
Subordinated fixed rate notes ....................        300,000        300,000
                                                      -----------    -----------
  Total debt .....................................     13,351,561     12,395,844

Credit balances of factoring clients .............      1,077,371        993,394
Accrued liabilities and payables .................        493,806        354,714
Deferred Federal income taxes ....................        441,814        426,511
                                                      -----------    -----------
  Total liabilities ..............................     15,364,552     14,170,463

Stockholders' equity
Common stock - authorized, issued and
 outstanding - 1,000 shares ......................        250,000        250,000
Paid-in capital ..................................        408,320        408,320
Retained earnings ................................      1,218,678      1,134,707
                                                      -----------    -----------
  Total stockholders' equity .....................      1,876,998      1,793,027
                                                      -----------    -----------
  Total liabilities and stockholders' equity .....    $17,241,550    $15,963,490
                                                      ===========    ===========



                                       -3-

<PAGE>

                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                          (Dollar Amounts in Thousands)

<TABLE>
<CAPTION>

                                                        Three Months Ended                Nine Months Ended
                                                           September 30,                    September 30,
                                                   -----------------------------   --------------------------------
                                                       1995            1994             1995              1994
                                                   -------------   -------------   ---------------    -------------

<S>                                                <C>             <C>             <C>                <C>       
Finance income ................................    $  388,789      $  322,189      $  1,133,052       $  923,695
Interest expense ..............................       210,015         161,349           618,202          437,444
                                                   ----------      ----------      ------------       ----------

  Net finance income ..........................       178,774         160,840           514,850          486,251

Fees and other income .........................        47,847          46,966           133,063          131,748
                                                   ----------      ----------      ------------       ----------

  Operating revenue ...........................       226,621         207,806           647,913          617,999
                                                   ----------      ----------      ------------       ----------

Salaries and general operating
 expenses .....................................        85,890          85,194           252,989          252,189

Provision for credit losses ...................        24,039          20,041            67,223           72,333

Depreciation on operating lease
 equipment ....................................        21,462          16,397            56,278           47,275
                                                   ----------      ----------      ------------       ----------

  Operating expenses ..........................       131,391         121,632           376,490          371,797
                                                   ----------      ----------      ------------       ----------

  Income before provision for income
   taxes ......................................        95,230          86,174           271,423          246,202
 
Provision for income taxes ....................        36,792          33,587           103,660           94,609
                                                   ----------       ---------       -----------       ----------

  Net income ..................................    $   58,438       $  52,587       $   167,763       $  151,593
                                                   ==========       =========       ===========       ==========

Ratio of earnings to fixed charges ............         --              --                 1.43             1.56

</TABLE>


                                       -4-

<PAGE>

                 THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                             (Amounts in Thousands)


                                                      Nine Months Ended
                                                        September 30,
                                            ------------------------------------
                                                  1995               1994
                                            ----------------   -----------------

Balance, January 1 ...................         $ 1,793,027          $ 1,692,235
Net income ...........................             167,763              151,593
Dividends paid .......................             (83,792)             (75,916)
                                               -----------          -----------

Balance, September 30 ................         $ 1,876,998          $ 1,767,912
                                               ===========          ===========

                                       -5-

<PAGE>

                          THE CIT GROUP HOLDINGS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)

                                                          Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                        1995           1994
                                                    ------------    -----------
CASH FLOWS FROM OPERATIONS
Net income .......................................  $    167,763    $   151,593
Adjustments to reconcile net income to net cash
 flows from operations:
 Provision for credit losses .....................        67,223         72,333
 Depreciation and amortization ...................        62,577         54,413
 Provision for deferred Federal income taxes .....        15,040         11,112
 Gains on asset sales ............................       (25,443)       (20,916)
 Increase in accrued liabilities and payables ....       139,092         56,475
 Increase in other assets ........................       (16,400)        (3,846)
 Other ...........................................       (16,435)       (14,516)
                                                       ---------      ---------
  Net cash flows provided by operations ..........       393,417        306,648
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Loans extended ...................................   (22,824,793)   (16,667,886)
Collections on loans .............................    21,207,271     16,119,606
Purchases of assets to be leased .................      (611,880)      (673,394)
Collections on lease receivables .................       589,240        400,396
Net decrease (increase) in short-term
  factoring receivables ..........................        12,463       (261,420)
Proceeds from asset sales ........................       602,522        493,209
Proceeds from sales of assets received in
 satisfaction of loans ...........................        20,818         34,896
Purchases of finance receivables portfolios ......       (22,767)      (133,168)
Acquisition of Barclays Commercial Corp. .........          --         (435,630)
Other ............................................       (39,077)       (27,060)
                                                     -----------    -----------
  Net cash flows used for investing activities ...    (1,066,203)    (1,150,451)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of variable and
 fixed rate notes ................................     2,500,000      2,086,200
Repayments of variable and fixed rate notes ......    (1,115,568)    (1,179,550)
Net (decrease) increase in commercial paper ......      (428,715)        25,081
Proceeds from nonrecourse leveraged lease debt ...         3,499         27,571
Repayments of nonrecourse leveraged lease debt ...       (99,544)       (76,758)
Cash dividends paid ..............................       (83,792)       (75,916)
                                                     -----------    -----------
  Net cash flows from financing activities .......       775,880        806,628
                                                     -----------    -----------

Net increase (decrease) in cash and 
  cash equivalents ...............................       103,094        (37,175)
Cash and cash equivalents, beginning of period ...         6,558        101,554
                                                     -----------    -----------
Cash and cash equivalents, end of period .........   $   109,652    $    64,379
                                                     ===========    ===========

Supplemental disclosures
Interest paid ....................................   $   636,770    $   428,692
Federal and State and Local taxes paid ...........   $    76,213    $    75,965
Noncash transfer of receivables to other assets ..   $   550,855    $    48,381
Noncash transfers of financing and leasing assets
 to assets received in satisfaction of loans .....   $    17,668    $    37,984


                                       -6-

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

NET INCOME

Net  income  for the 1995  third  quarter  totaled a record  $58.4  million,  an
increase of $5.8 million (11.1%) from $52.6 million in 1994. For the nine months
ended  September  30,  1995,  net income  totaled a record  $167.8  million,  an
increase  of  $16.2  million  (10.7%)  from  the  comparable  1994  period.  The
improvements  in both 1995  periods  were  principally  due to a higher level of
financing and leasing assets and continued  emphasis on credit quality,  offset,
in part, by increased interest expense.

FINANCING AND LEASING ASSETS

Changes in financing and leasing  assets from year-end 1994 are presented in the
following table.
<TABLE>
<CAPTION>

                                                                             Change
                                         September 30, December 31,   ---------------------
                                             1995         1994         Amount      Percent
                                         ------------- ------------    ------      -------
                                                     (Dollar Amounts in Millions)
<S>                                       <C>           <C>            <C>           <C>   
Finance receivables
  Capital Equipment Financing ..........  $  4,467.0   $   4,493.5    $  (26.5)      (0.6)%
  Business Credit ......................     1,650.1       1,442.1       208.0       14.4
  Credit Finance .......................       766.5         719.6        46.9        6.5
  Commercial Services ..................     1,964.5       1,896.2        68.3        3.6
  Industrial Financing .................     4,635.2       4,269.7       365.5        8.6
  Sales Financing ......................     1,367.1       1,402.5       (35.4)      (2.5)
  Consumer Finance .....................       930.6         570.8       359.8       63.0
                                          ----------   -----------    --------     ------
    Total finance receivables ..........    15,781.0      14,794.4       986.6        6.7
                                          ----------   -----------    --------     ------

Operating lease equipment
  Capital Equipment Financing ..........       717.4         648.7        68.7       10.6
  Industrial Financing .................       300.2         219.2        81.0       36.9
                                          ----------   -----------    --------     ------
    Total operating lease equipment ....     1,017.6         867.9       149.7       17.2
                                          ----------   -----------    --------     ------
    Total financing and  leasing  assets  $ 16,798.6   $  15,662.3    $1,136.3        7.2%
                                          ==========   ===========    ========     ======     
</TABLE>


                                       -7-

<PAGE>

The changes from  December 31, 1994,  with respect to finance  receivables,  are
discussed below for each business unit.

  o  Capital Equipment  Financing - Customized  secured equipment  financing and
     leasing of major capital equipment for medium and larger-sized companies.

     New business  volume totaled  $767.6 million in 1995,  7.5% higher than the
     comparable  1994  period.   Finance  receivables  declined  $26.5  million,
     principally due to normal  liquidations and asset sales for risk management
     purposes.

  o  Business Credit - Revolving and term loans, including  debtor-in-possession
     and workout  financing,  for medium and larger-sized  companies  secured by
     accounts receivable, inventory and fixed assets.

     Finance receivables  increased $208.0 million (14.4%) as a result of strong
     growth  in new  business  volume  of  $341.1  million  as well as the first
     quarter 1995 transfer from Commercial Services of approximately $75 million
     of revolving  and term loans  acquired as part of the  Barclays  Commercial
     Corporation ("BCC") purchase.

  o  Credit Finance - Revolving and term loans,  including  restructurings,  for
     small and medium-sized companies secured by accounts receivable,  inventory
     and fixed assets.  

     Finance  receivables  rose $46.9  million  (6.5%) on new business volume of
     $135.8 million.

  o  Commercial Services - Credit protection and lending  facilities,  including
     factoring of accounts  receivable,  as well as  bookkeeping  and collection
     activities.

     The increase of $68.3 million (3.6%) in finance  receivables  from year-end
     1994 reflects  seasonal  trends and a relatively  unchanged level of volume
     ($9.3 billion) due primarily to continued weakness in retail apparel sales.

                                       -8-

<PAGE>

  o  Industrial   Financing  -  Secured  equipment  financing  and  leasing  for
     medium-sized companies, including dealer and manufacturer financing.

     The  increase in finance  receivables  of $365.5  million  (8.6%) is due to
     record 1995 new  business  volume of $1.8  billion  based on strong  demand
     across most geographic and industry markets served.

  o  Sales  Financing  - Retail  secured  financing  of  recreational  vehicles,
     manufactured   housing  and   recreational   boats   through   dealers  and
     manufacturers.

     Finance receivables declined $35.4 million (2.5%) from December 1994 due to
     securitizations  totaling  $517.0  million as well as the transfer of $98.3
     million of finance  receivables  to assets held for sale at  September  30,
     1995.  New business  volume totaled a record $740.8 million (an increase of
     48.4% from 1994), principally due to growth in manufactured housing volume.
     At September  30, 1995,  Sales  Financing  was  servicing  $1.12 billion of
     finance   receivables   owned   by   other   financial   institutions   and
     securitization trusts which are not included in the preceding table.

  o  Consumer   Finance  -  Loans  secured  by  first  or  second  mortgages  on
     residential real estate.

     Finance  receivables rose $359.8 million (63.0%) due to new business volume
     of $453.6 million in 1995 (up 58.6% from 1994) based on the  combination of
     direct consumer originations and purchases of loans originated by others.

Operating  lease  equipment  increased  $149.7 million (17.2%) from December 31,
1994,  principally  due to an increase in railroad  equipment and commercial and
corporate  aircraft.  (See the discussion in the "Commercial  Airline  Industry"
section which follows.)

                                       -9-

<PAGE>

Commercial Airline Industry

Commercial  airline finance  receivables  and operating lease equipment  totaled
$1.89 billion  (11.2% of total  financing  and leasing  assets) at September 30,
1995 compared with $1.90 billion  (12.1%) at December 31, 1994. The portfolio is
secured by commercial  aircraft and related equipment.  Management  continues to
monitor  the size of this  portfolio  relative  to total  financing  and leasing
assets.

The following table presents information about the commercial airline portfolio.


- --------------------------------------------------------------------------------
                                                     September 30,  December 31,
                                                         1995          1994
                                                     -------------  ------------
                                                    (Dollar Amounts in Millions)
Finance Receivables
  Amount outstanding(a) ........................        $1,382.6        $1,417.0
  Number of obligors ...........................              49              46
Operating Leases
  Net carrying value ...........................          $503.6          $482.3
  Number of obligors ...........................              23              21
                                                        --------        --------
Total ..........................................        $1,886.2        $1,899.3
                                                        --------        --------
Number of obligors(b) ..........................              66              62
                                                        --------        --------
Number of aircraft(c) ..........................             259             282
                                                        --------        --------
- ---------------
(a) Includes accrued rents on operating  leases of $0.2 million at September 30,
    1995 and $1.1 million at December 31, 1994, which were classified as finance
    receivables in the Consolidated Balance Sheets.
(b) Certain   obligors  have  both  finance   receivable   and  operating  lease
    transactions.
(c) The decline in  the  number  of  aircraft  from  December  1994  principally
    reflects the maturity  of  loans  with  one  obligor  collateralized  by  17
    aircraft.

- --------------------------------------------------------------------------------

As a result of an investigation by the Federal Aviation Administration,  Express
One  International,  a Dallas based cargo and  passenger  airline,  grounded its
fleet  on  June 6,  1995  and  filed  for  protection  under  Chapter  11 of the
Bankruptcy  Code.  After  the  filing,   all  operating  lease  agreements  were
cancelled.  The Corporation took possession of the four related aircraft and, as
of September 30, 1995, had placed two of these aircraft on operating  lease with

                                      -10-

<PAGE>

two carriers and has  agreements in place to deliver the  remaining  aircraft to
two other  carriers during the fourth quarter.  The  above  transaction did  not
have a significant effect on the Corporation's  consolidated  financial position
or results of operations.

Highly Leveraged Transactions

Highly leveraged transactions ("HLTs") totaled $419.8 million (2.5% of financing
and leasing  assets before the reserve for credit  losses) at September 30, 1995
compared  with  $436.1  million  (2.8%)  at  December  31,  1994.  Unfunded  HLT
commitments  to lend were $186.2  million at September  30, 1995  compared  with
$202.1 million at December 31, 1994.

At September  30, 1995,  the  portfolio  consisted of 34 obligors in 11 industry
groups  located  throughout  the  United  States,   with  the  largest  regional
concentrations  in the  Southeast  (30.1%)  and  the  West  (29.8%).  Total  HLT
outstandings  classified  as  nonaccrual  totaled  $36.0 million (3 accounts) at
September  30, 1995  compared  with $57.7  million (4  accounts) at December 31,
1994.


                                      -11-

<PAGE>

FINANCE INCOME

An analysis of 1995 and 1994 net finance income is set forth below:
- --------------------------------------------------------------------------------

                                                       Three Months Ended
                                              ----------------------------------
                                                   September 30,
                                              ----------------------
(Dollar Amounts in Millions)                    1995          1994      Increase
                                              ---------    ---------    --------

Finance income ...........................    $   388.8    $   322.1    $   66.7
Interest expense .........................        210.0        161.3        48.7
                                              ---------    ---------    --------
Net finance income .......................    $   178.8    $   160.8    $   18.0
                                              =========    =========    ========

Average financing and leasing assets (AEA)    $15,555.1    $13,732.1    $1,823.0
                                              =========    ==========   ========

Net finance income as a % of AEA .........       4.60%       4.68%
                                              =========    ==========

                                                      Nine Months Ended
                                              ----------------------------------
                                                   September 30,
                                              ----------------------
                                                1995          1994      Increase
                                              ---------    ---------    --------
Finance income ...........................    $ 1,133.1    $   923.7    $  209.4
Interest expense .........................        618.2        437.4       180.8
                                              ---------    ---------    --------
Net finance income .......................    $   514.9    $   486.3    $   28.6
                                              =========    =========    ========

Average financing and leasing assets (AEA)    $15,200.0    $13,408.6    $1,791.4
                                              =========    =========    ========

Net finance income as a % of AEA .........      4.52%        4.83%
                                              =========    ========= 

- --------------------------------------------------------------------------------

The increases in net finance  income reflect the growth in financing and leasing
assets,  partially offset by higher interest  expense.  Net finance income, as a
percentage of AEA,  decreased in 1995 due to competitive  pricing  pressures and
increased borrowing costs.

                                      -12-

<PAGE>

A  comparative  analysis  of the  weighted  average  interest  rates paid on the
Corporation's  debt,  before and after giving effect to interest rate swaps,  is
set forth below.
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------

                             Three Months Ended September 30,                Nine Months Ended September 30,
                      ----------------------------------------------   --------------------------------------------
                              1995                       1994                1995                       1994
                      --------------------         -----------------   -----------------         ------------------
                        Before     After            Before   After      Before   After            Before    After
                         Swaps     Swaps            Swaps    Swaps      Swaps    Swaps             Swaps    Swaps
                      --------------------         -----------------   -----------------         ------------------
<S>                      <C>       <C>              <C>      <C>        <C>      <C>               <C>      <C>  
Variable rate debt ..    5.98%     5.97%            4.70%    4.71%      6.09%    6.08%             4.08%    4.09%
Fixed rate debt .....    7.06%     6.76%            7.20%    6.68%      7.09%    6.76%             7.29%    6.69%
Composite rate ......    6.26%     6.33%            5.24%    5.49%      6.33%    6.38%             4.79%    5.11%

- -------------------------------------------------------------------------------------------------------------------
</TABLE>


The Corporation's  interest rate swaps principally convert floating rate debt to
fixed rate debt and  effectively  lower both the variable  and fixed rates.  The
weighted average composite rate increases,  however, because a larger proportion
of the  Corporation's  debt,  after  giving  effect to interest  rate swaps,  is
subject to a fixed rate.

The  Corporation  enters  into  interest  rate  swaps as hedges  against  market
interest rate fluctuations and not for trading or speculative purposes.

                                      -13-

<PAGE>

FEES AND OTHER INCOME

Fees and other income  totaled $47.8 million in the 1995 third quarter  compared
with $47.0 million in 1994,  as higher gains on asset sales and  securitizations
totaling  $12.0 million in 1995,  as compared with $9.9 million in 1994,  and an
increase in other income more than offset lower factoring  commissions.  For the
nine months ended  September  30, 1995,  fees and other  income  totaled  $133.1
million compared with $131.7 million in 1994, including gains on asset sales and
securitizations of $25.4 million in 1995 and $20.9 million in 1994.

SALARIES AND GENERAL OPERATING EXPENSES

The following table sets forth the components of salaries and general  operating
expenses.
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------

                                                              Three Months Ended
                                            ----------------------------------------------------
                                                   September 30,           Increase/(Decrease)
                                            ------------------------     -----------------------
(Dollar Amounts in Thousands)                  1995           1994        Amount         Percent
                                            ---------      ---------     ----------      -------
<S>                                         <C>            <C>           <C>               <C>    
Salaries and employee benefits .........    $  49,581      $  46,861     $    2,720        5.8 %  
General operating expenses .............       36,309         38,333         (2,024)      (5.3)%
                                            ---------      ---------     ----------        -----
Salaries and general operating expenses     $  85,890      $  85,194     $      696        0.8 %
                                            =========      =========     ==========        =====

Percent to AEA .........................       2.21%          2.48%
                                            =========      =========
</TABLE>

<TABLE>
<CAPTION>
                                                              Nine Months Ended
                                            ----------------------------------------------------
                                                   September 30,           Increase/(Decrease)
                                            ------------------------     -----------------------
                                               1995           1994        Amount         Percent
                                            ---------      ---------     ----------      -------

<S>                                          <C>            <C>            <C>             <C>  
Salaries and employee benefits ........      $145,414       $139,168       $  6,246        4.5 %
General operating expenses ............       107,575        113,021         (5,446)      (4.8)%
                                             --------       --------       --------        -----
Salaries and general operating expenses      $252,989       $252,189       $    800        0.3 %
                                             ========       ========       ========        =====
Percent to AEA ........................        2.22%          2.51%
                                             ========       ========
</TABLE>

- --------------------------------------------------------------------------------

The improvements in the ratios of salaries and general operating expenses to AEA
reflect further operating  efficiencies  across all business units, most notably
in Commercial Services and Industrial Financing.

                                      -14-

<PAGE>

PAST DUE AND NONACCRUAL FINANCE RECEIVABLES
AND ASSETS RECEIVED IN SATISFACTION OF LOANS

     Finance  receivables past due 60 days or more totaled $275.5 million (1.75%
of total finance receivables) at September 30, 1995 compared with $194.9 million
(1.28% of total finance  receivables) at June 30, 1995 and $176.9 million (1.20%
of total finance  receivables) at December 31, 1994. Excluding past due loans in
Industrial Financing that have dealer or manufacturer  recourse provisions,  the
percentage  of  finance  receivables  past  due 60  days or more  was  1.61%  at
September 30, 1995  compared with 1.03% at December 31, 1994.  The increase from
June 30, 1995 is primarily  attributable to certain shipping industry and cruise
line finance  receivables  placed on nonaccrual  status during the third quarter
(see discussion below).

     Finance  receivables  on  nonaccrual  status,  included in past due finance
receivables, increased to $156.2 million (0.99% of total finance receivables) at
September 30, 1995 from $93.3 million  (0.62% of total finance  receivables)  at
June 30,  1995 and  $110.2  million  (0.75%  of total  finance  receivables)  at
December  31, 1994.  The third  quarter  balance  includes  approximately  $52.0
million  of  finance  receivables  with a  shipping  company  collateralized  by
oceangoing  carriers.  The fair value of the collateral,  based upon third party
appraisals,  exceeds the  carrying  value at September  30, 1995.  Additionally,
finance  receivables  of  approximately  $37.0  million  with a cruise line were
placed on nonaccrual  status during the third quarter.  On October 30, 1995, the
cruise line ceased  operations  and, on November 7, 1995,  filed for  protection
under Chapter 11 of the Bankruptcy Code. These receivables are collateralized by
two  vessels.  Management  believes  that  this  transaction  will  not  have  a
significant  effect on the  Corporation's  consolidated  financial  position  or
results of operations.

                                      -15-

<PAGE>

Assets  received in satisfaction of loans declined to $41.3 million at September
30, 1995 from $84.8  million at June 30, 1995 and $86.5  million at December 31,
1994 due to two  commercial  aircraft being placed on long term leases which are
included in finance receivables at September 30, 1995.

PROVISION AND RESERVE FOR CREDIT LOSSES

The following table summarizes the activity in the reserve for credit losses.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                Three Months Ended            Nine Months Ended
                                                              -----------------------      -----------------------
                                                                   September 30,                 September 30,
                                                              -----------------------      -----------------------
(Dollar Amounts in Millions)                                    1995           1994           1995          1994
                                                              --------      ---------      ---------      --------
<S>                                                           <C>           <C>            <C>            <C>      
Net credit losses .....................................       $   21.9      $    18.2      $    56.7      $    67.1
Provision for finance receivables change ..............            2.1            1.8           10.5            5.2
                                                              --------      ---------      ---------      ---------
Total provision for credit losses .....................       $   24.0      $    20.0      $    67.2      $    72.3
                                                              ========      =========      =========      =========
Net credit losses as a percent (annualized)
 of average finance receivables .......................          0.57%          0.52%          0.50%          0.66%
                                                              ========      =========      =========      =========

- -------------------------------------------------------------------------------------------------------------------
</TABLE>

Net credit  losses for the three months ended  September  30, 1995 totaled $21.9
million as compared with $18.2 million for the three months ended  September 30,
1994.  The increase is due to a higher level of credit  losses in the  Corporate
Finance  portfolio for the third quarter of 1995. Net credit losses for the nine
months ended  September  30, 1995 totaled  $56.7  million as compared with $67.1
million for the nine months ended  September 30, 1994.  The decline was due to a
higher level of  recoveries  for the nine month period of 1995.  The reserve for
credit losses at September 30, 1995 was $202.1  million  (1.28% of total finance
receivables) compared with $192.4 million (1.30%) at year-end 1994.

INCOME TAXES

The effective income tax rate for the 1995 third quarter was 38.6% compared with
39.0%  from the prior  year  period.  For the  first  nine  months of 1995,  the
effective tax rate was 38.2% compared with 38.4% in 1994.

                                      -16-

<PAGE>

STATISTICAL DATA

The following  table  presents  components of net income as a percentage of AEA,
along with other selected financial data:
                                                         Nine Months Ended
                                                            September 30,
                                                 -------------------------------
                                                     1995                1994
                                                 -----------         -----------
Finance income* ................................       9.90%               9.08%
Interest expense* ..............................       5.38                4.25
                                                 -----------         -----------
  Net finance income ...........................       4.52                4.83
Fees and other income ..........................       1.17                1.31
                                                 -----------         -----------
  Operating revenue ............................       5.69                6.14
                                                 -----------         -----------
Salaries and general operating expenses ........       2.22                2.51
Net credit losses** ............................       0.50                0.66
Provision for finance receivables change .......       0.09                0.05
                                                 -----------         -----------
  Total provision for credit losses ............       0.59                0.71
Depreciation on operating lease equipment ......       0.49                0.47
                                                 -----------         -----------
  Operating expenses ...........................       3.30                3.69
                                                 -----------         -----------
Income before provision for income taxes .......       2.39                2.45
Provision for income taxes .....................       0.92                0.94
                                                 -----------         -----------
  Net income ...................................       1.47%               1.51%
                                                 ===========         ===========
Average Financing and Leasing Assets (AEA) ..... $15,199,974         $13,408,639
                                                 ===========         ===========
Average Finance Receivables .................... $15,212,597         $13,518,880
                                                 ===========         ===========


 * Excludes   interest  income  and  interest   expense   relating to short-term
   interest-bearing deposits. 
** Percentage to average finance receivables.


                                      -17-

<PAGE>

LIQUIDITY AND CAPITALIZATION

The  Corporation  manages  liquidity by  monitoring  the relative  maturities of
assets and  liabilities and by borrowing  funds,  primarily in the United States
money and capital  markets.  The  proceeds of such  borrowings  are used to fund
asset  growth  (including  the bulk  purchase  of  finance  receivables  and the
acquisition of other  finance-related  businesses) and to meet debt  obligations
and other commitments on a timely and cost-effective basis.

The following table presents  information  regarding the  Corporation's  capital
structure.

- --------------------------------------------------------------------------------

                                                     September 30,  December 31,
                                                          1995          1994
                                                     -------------  ------------
                                                   (Dollar Amounts in Thousands)
Commercial Paper .................................    $ 5,231,479    $ 5,660,194
Term Debt ........................................      8,120,082      6,735,650
Stockholders' Equity .............................      1,876,998      1,793,027
                                                      -----------    -----------
Total Capitalization .............................    $15,228,559    $14,188,871
                                                      ===========    ===========

Ratios:
Debt-to-equity ...................................      7.11 to 1      6.91 to 1
Debt-to-equity plus reserve for credit losses ....      6.42 to 1      6.24 to 1

- --------------------------------------------------------------------------------

During the first nine  months of 1995,  commercial  paper  borrowings  decreased
$428.7 million,  the Corporation issued $1.6 billion of variable rate and $900.0
million of fixed rate term debt and repaid $1.1  billion of debt.  At  September
30, 1995,  $6.46 billion of unissued debt  securities  remained  available under
shelf registration statements.

At September  30, 1995,  commercial  paper  borrowings  were  supported by $4.64
billion of committed  credit line  facilities,  representing  89% of  commercial
paper outstanding. No borrowings have been made under credit lines since 1970.

                                      -18-

<PAGE>

                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a)  Exhibit 12 - Computation of Ratios of Earnings to Fixed Charges.

        (b)  Exhibit 27 - Financial Data Schedule

        (c)  A Form 8-K report dated July 13, 1995 was filed with the Commission
             reporting the Corporation's announcement of results for the quarter
             ended June 30, 1995.

        (d)  A Form  8-K  report  dated  October  12,  1995 was  filed  with the
             Commission reporting the Corporation's  announcement of results for
             the quarter ended September 30, 1995.


                                      -19-

<PAGE>

                                   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.



                                             The CIT Group Holdings, Inc.
                                                             (Registrant)



                                          By /s/ J. M. Leone
                                             -----------------------------------
                                             J. M. Leone
                                             Executive Vice President and
                                             Chief Financial Officer
                                             (duly authorized and principal
                                             accounting officer)


DATE:November 9, 1995

                                      -20-


                                                                      EXHIBIT 12

                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                          (Dollar Amounts in Thousands)

                                                             Nine Months Ended
                                                               September 30,
                                                          ----------------------
                                                            1995         1994
                                                          --------      --------
Net Income .........................................      $167,763      $151,593

Provision for income taxes .........................       103,660        94,609
                                                          --------      --------

Earnings before provision for income taxes .........       271,423       246,202
                                                          --------      --------


Fixed charges:
  Interest and debt expense on indebtedness ........       618,202       437,444
  Interest factor - one third of rentals on
   real and personal properties ....................         5,227         5,857
                                                          --------      --------

Total fixed charges ................................       623,429       443,301
                                                          --------      --------


Total earnings before provision for income
  taxes and fixed charges ..........................      $894,852      $689,503
                                                          ========      ========


Ratio of earnings to fixed charges .................          1.43          1.56




<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>                           <C>                        
<PERIOD-TYPE>                   9-MOS                         9-MOS
<FISCAL-YEAR-END>                              DEC-31-1994          DEC-31-1995
<PERIOD-END>                                   SEP-30-1994          SEP-30-1995
<CASH>                                         64,379               109,652
<SECURITIES>                                   0                    0
<RECEIVABLES>                                  14,370,708           15,780,996
<ALLOWANCES>                                   185,321              202,142
<INVENTORY>                                    0                    0
<CURRENT-ASSETS>                               0                    0
<PP&E>                                         0                    0
<DEPRECIATION>                                 0                    0
<TOTAL-ASSETS>                                 15,437,284           17,241,550
<CURRENT-LIABILITIES>                          0                    0
<BONDS>                                        4,885,650            8,120,082
<COMMON>                                       250,000              250,000
                          0                    0
                                    0                    0
<OTHER-SE>                                     1,517,912            1,626,998
<TOTAL-LIABILITY-AND-EQUITY>                   15,437,284           17,241,550
<SALES>                                        0                    0
<TOTAL-REVENUES>                               1,055,443            1,266,115
<CGS>                                          0                    0
<TOTAL-COSTS>                                  252,189              252,989
<OTHER-EXPENSES>                               0                    0
<LOSS-PROVISION>                               72,333               67,223
<INTEREST-EXPENSE>                             437,444              618,202
<INCOME-PRETAX>                                246,202              271,423
<INCOME-TAX>                                   94,609               103,660
<INCOME-CONTINUING>                            151,593              167,763
<DISCONTINUED>                                 0                    0
<EXTRAORDINARY>                                0                    0
<CHANGES>                                      0                    0
<NET-INCOME>                                   151,593              167,763
<EPS-PRIMARY>                                  0                    0
<EPS-DILUTED>                                  0                    0
        


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission