CIT GROUP HOLDINGS INC /DE/
10-Q, 1995-05-04
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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                                 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 MARCH 31, 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 April 15, 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 - March 31, 1995 and
            December 31, 1994.                                              2-3
          Consolidated Income Statements for the three
            month periods ended March 31, 1995 and 1994.                    4
          Consolidated Statements of Changes in Stockholders' Equity 
            for the three month periods ended March 31, 1995 and 1994.      5
          Consolidated Statements of Cash Flows for the three
            month periods ended March 31, 1995 and 1994.                    6
          Note to Condensed Consolidated Financial Statements               7-8

  Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations                              9-18

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
financial statements be read in conjunction with the financial statements and
notes thereto included in the December 31, 1994 Annual Report on Form 10-K for
The CIT Group Holdings, Inc. (the "Corporation"). The additional disclosures
required by the adoption of Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan" as at January 1, 1995 are
included in Item 1. Financial Statements.

     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
                         (Dollar Amounts in Thousands)


                                                      March 31,    December 31,
Assets                                                  1995           1994     
                                                    -----------    ------------
Financing and leasing assets
Capital Equipment Financing                         $ 4,413,355    $ 4,493,531
Business Credit                                       1,649,311      1,442,049
Credit Finance                                          768,834        719,642
                                                    -----------    -----------  
  Corporate Finance                                   6,831,500      6,655,222

Commercial Services                                   1,827,137      1,896,233

Industrial Financing                                  4,317,720      4,269,693
Sales Financing                                       1,346,140      1,402,443
                                                    -----------    -----------  
  Dealer and Manufacturer Financing                   5,663,860      5,672,136

Consumer Finance                                        678,148        570,772
                                                    -----------    ----------- 

  Finance receivables                                15,000,645     14,794,363
Reserve for credit losses                              (195,420)      (192,421)
                                                    -----------    -----------
  Net finance receivables                            14,805,225     14,601,942

Operating lease equipment                               882,697        867,914
                                                    -----------    -----------
  Net financing and leasing assets                   15,687,922     15,469,856

Cash and cash equivalents                               120,201          6,558

Other assets                                            540,560        487,076
                                                    -----------    -----------  
  Total assets                                      $16,348,683    $15,963,490
                                                    ===========    ===========  











See accompanying note to condensed consolidated financial statements.


                                      -2-

<PAGE>

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


                                                     March 31,      December 31,
Liabilities and Stockholders' Equity                   1995             1994
                                                   -----------      ------------

Debt
Commercial paper                                   $ 6,017,855      $ 5,660,194
Variable rate notes                                  3,702,500        3,812,500
Fixed rate notes                                     2,808,109        2,623,150
Subordinated fixed rate notes                          300,000          300,000
                                                   -----------      -----------
  Total debt                                        12,828,464       12,395,844

Credit balances of factoring clients                   833,289          993,394
Accrued liabilities and payables                       438,626          354,714
Deferred Federal income taxes                          428,643          426,511
                                                   -----------      -----------
  Total liabilities                                 14,529,022       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                                    1,161,341        1,134,707
                                                   -----------      -----------
  Total stockholders' equity                         1,819,661        1,793,027
                                                   -----------      -----------
  Total liabilities and stockholders' equity       $16,348,683      $15,963,490
                                                   ===========      ===========

















See accompanying note to condensed consolidated financial statements.


                                      -3-

<PAGE>


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


                                                           Three Months Ended
                                                                March 31,
                                                         -----------------------
                                                            1995         1994
                                                         ---------     ---------

Finance income                                           $ 363,743     $ 285,968
Interest expense                                           199,198       128,840
                                                         ---------     ---------
  Net finance income                                       164,545       157,128

Fees and other income                                       43,344        39,857
                                                         ---------     ---------

  Operating revenue                                        207,889       196,985
                                                         ---------     ---------

Salaries and general operating expenses                     84,837        80,549

Provision for credit losses                                 20,926        24,881

Depreciation on operating lease equipment                   17,639        14,290
                                                         ---------     ---------

  Operating expenses                                       123,402       119,720
                                                         ---------     ---------

  Income before provision for income taxes                  84,487        77,265

Provision for income taxes                                  31,675        29,230
                                                         ---------     ---------

  Net income                                             $  52,812     $  48,035
                                                         =========     =========

Ratio of earnings to fixed charges                            1.42          1.59











See accompanying note to condensed consolidated financial statements.


                                      -4-

<PAGE>



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


                                                     Three Months Ended
                                                          March 31,
                                             ----------------------------------
                                                 1995                   1994
                                             -----------            -----------

Balance, January 1                           $ 1,793,027            $ 1,692,235
Net income                                        52,812                 48,035
Dividends paid                                   (26,178)               (24,596)
                                             -----------            -----------

Balance, March 31                            $ 1,819,661            $ 1,715,674
                                             ===========            ===========






























See accompanying note to condensed consolidated financial statements.


                                      -5-

<PAGE>



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

                                                              Three Months Ended
                                                                   March 31,
                                                         --------------------------
                                                             1995           1994
                                                         -----------    -----------
<S>                                                      <C>            <C>   
CASH FLOWS FROM OPERATIONS
Net income                                               $    52,812    $    48,035
Adjustments to reconcile net income to net cash
 flows from operations:
 Provision for credit losses                                  20,926         24,881
 Depreciation and amortization                                19,165         17,251
 Provision (benefit) for deferred Federal income taxes         2,132            (33)
 Gains on asset sales                                         (6,510)        (7,625)
 Increase in accrued liabilities and payables                 83,912         46,549
 Increase in other assets                                    (13,143)        (1,594)
 Other                                                        (5,737)        (5,169)
                                                         -----------    -----------
  Net cash flows provided by operations                      153,557        122,295
                                                         -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Loans extended                                            (7,201,772)    (5,111,186)
Collections on loans                                       6,754,770      5,061,096
Purchases of assets to be leased                            (146,603)       (66,106)
Collections on lease receivables                             220,308        159,523
Net increase in short-term factoring receivables            (157,091)      (176,166)
Proceeds from asset sales                                    130,607        198,643
Proceeds from sales of assets received in
 satisfaction of loans                                         9,637         13,925
Purchases of finance receivables portfolios                     --          (13,943)
Acquisition of Barclays Commercial Corp.                        --         (435,630)
Other                                                        (14,606)        (7,854)
                                                         -----------    -----------
  Net cash flows used for investing activities              (404,750)      (377,698)
                                                         -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of variable and
 fixed rate notes                                            450,000      1,101,000
Repayments of variable and fixed rate notes                 (375,041)      (507,500)
Net increase (decrease) in commercial paper                  357,661       (313,203)
Repayments of nonrecourse leveraged lease debt               (41,606)       (35,699)
Cash dividends paid                                          (26,178)       (24,596)
                                                         -----------    -----------
  Net cash flows from financing activities                   364,836        220,002
                                                         -----------    -----------

Net increase (decrease) in cash and cash equivalents         113,643        (35,401)
Cash and cash equivalents, beginning of period                 6,558        101,554
                                                         -----------    -----------
Cash and cash equivalents, end of period                 $   120,201    $    66,153
                                                         ===========    ===========

Supplemental disclosures
Interest paid                                            $   191,892    $   145,171
Federal and State and local taxes paid                   $     1,629    $     2,758
Noncash transfer of receivables to other assets          $    80,638           --
Noncash transfers of financing and leasing assets to
 assets received in satisfaction of loans                $     8,680    $    21,643
</TABLE>


See accompanying note to condensed consolidated financial statements.



                                      -6-
<PAGE>

                 THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES
              NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Impaired Loans

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of a
Loan", in May 1993 and amended it with Statement of Financial Accounting
Standards No. 118, "Accounting by Creditors for Impairment of a Loan-Income
Recognition and Disclosures", issued in October 1994 (collectively referred to
hereafter as "SFAS 114"). SFAS 114 requires that the value of an impaired loan
be measured based upon 1) the present value of expected future cash flows
discounted at the loan's effective interest rate or, 2) at the fair value of the
collateral, if the loan is collateral dependent. Any shortfall between this
value and the recorded investment in the loan must be recognized by establishing
a reserve for credit losses. The adoption of SFAS 114 as at January 1, 1995 had
no effect on the Corporation's 1995 first quarter financial condition or results
of operations.

As prescribed by SFAS 114, impaired loans include any finance receivable
transaction on nonaccrual status or troubled debt restructuring subject to
periodic review by the Corporation's Asset Quality Review Committee, comprised
of members of senior management, which covers finance receivables of $500,000 or
more meeting certain credit risk grading parameters. Excluded from impaired
loans are: 1) $21.0 million of individual small dollar nonaccrual finance
receivables (under $500,000) in Industrial Financing for which the collateral
value supported the outstanding balance, 2) Sales Financing and Consumer Finance
finance receivables, which are subject to automatic charge-off procedures, and
3) Commercial Services short-term customer receivables generally having terms of
no more than 30 days.

                                      -7-

<PAGE>


At March 31, 1995, the recorded investment in impaired loans, which are
generally collateral dependent, totaled $85.1 million. The fair value of the
collateral or the present value of expected future cash flows equaled or
exceeded the recorded investment for each impaired loan and, as such, there was
no related SFAS 114 allowance for credit losses.

The average monthly recorded investment in the impaired loans was $89.4 million
for the quarter ended March 31, 1995. During the quarter, no finance income was
recognized on any impaired loan after it was classified as impaired.

                                      -8-

<PAGE>



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

NET INCOME

Net income for the 1995 first quarter totaled a record $52.8 million, an
increase of $4.8 million (10.0%) from $48.0 million in 1994. The improvement was
principally due to growth in average financing and leasing assets, increased
factoring commissions, and sharply lower net credit losses.

FINANCING AND LEASING ASSETS

Financing and leasing assets (finance receivables plus operating lease
equipment) increased from year-end 1994 on strong new business volume in most
business units. The changes in financing and leasing assets are presented in the
following table.
                                                                       
                                                                     Change
                                         March 31,   December   ---------------
                                           1995      31, 1994   Amount  Percent
                                        ---------   ---------   ------  -------
                                             (Dollar amounts in millions)
Finance receivables
  Capital Equipment Financing           $ 4,413.4   $ 4,493.5   $(80.1)   (1.8)
  Business Credit                         1,649.3     1,442.1    207.2    14.4
  Credit Finance                            768.8       719.6     49.2     6.8
  Commercial Services                     1,827.1     1,896.2    (69.1)   (3.6)
  Industrial Financing                    4,317.7     4,269.7     48.0     1.1
  Sales Financing                         1,346.1     1,402.5    (56.4)   (4.0)
  Consumer Finance                          678.2       570.8    107.4    18.8
                                        ---------   ---------   ------    ----
    Total finance receivables            15,000.6    14,794.4    206.2     1.4
                                        ---------   ---------   ------    ----

Operating lease equipment
  Capital Equipment Financing               668.2       648.7     19.5     3.0
  Industrial Financing                      214.5       219.2     (4.7)   (2.1)
                                        ---------   ---------   ------    ----
    Total operating lease equipment         882.7       867.9     14.8     1.7
                                        ---------   ---------   ------    ----
    Total financing and leasing assets  $15,883.3   $15,662.3   $221.0     1.4%
                                        =========   =========   ======    ====


                                      -9-

<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.

     The decline in finance receivables of $80.1 million (1.8%) reflects new
     business volume of $200 million, offset by normally higher liquidations in
     the first quarter.

  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 $207.2 million (14.4%) reflecting strong
     first quarter new business volume of $156 million and the transfer from
     Commercial Services of approximately $75 million of revolving and term
     loans, secured by accounts receivable and inventory, originally 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 $49.2 million (6.8%) from December 31, 1994
     continuing the steady growth trend since the acquisition of this unit in
     February 1991. Quarterly new business volume totaled $60 million.

  o  Commercial Services - Factoring of accounts receivable, including credit
     protection, bookkeeping and collection activities.

     The decrease of $69.1 million (3.6%) in finance receivables from year-end
     1994 is principally due to the previously discussed transfer of $75 million
     of revolving and term loans to Business Credit, which more than offset
     seasonally higher factored receivable volume of $3.19 billion for the
     quarter.


                                      -10-

<PAGE>



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

     The increase in finance receivables of $48.0 million (1.1%) reflects strong
     first quarter new business volume of $494 million.

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

     Finance receivables declined $56.4 million (4.0%) from December 1994. New
     business volume of $150 million was offset by a $124 million securitization
     of manufactured housing finance receivables, including $55 million funded
     during the quarter, and the reclassification of $80.6 million of
     recreational vehicle finance receivables to assets held for sale at March
     31, 1995.

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

     Finance receivables increased $107.4 million (18.8%) reflecting continuing
     efforts to grow this portfolio through direct loan originations and by
     occasional bulk purchases of existing portfolios. New business volume
     during the quarter totaled $122 million.

Operating lease equipment of $882.7 million did not change significantly from
December 31, 1994.

                                      -11-

<PAGE>



Commercial Airline Industry

Commercial airline finance receivables and operating lease equipment totaled
$1.84 billion or 11.6% of total financing and leasing assets (before the reserve
for credit losses) at March 31, 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 industry
portfolio.
- --------------------------------------------------------------------------------
                                                  March 31,        December 31,
                                                    1995               1994
                                                  --------         ------------
                                                  (Dollar Amounts In Millions)
Finance Receivables
  Amount outstanding(a)                           $1,349.8           $1,417.0
  Number of obligors                                    44                 46
Operating Leases
  Net carrying value                              $  489.2           $  482.3
  Number of obligors                                    21                 21
                                                  --------           --------
Total                                             $1,839.0           $1,899.3
                                                  --------           --------
Number of obligors(b)                                   62                 62
                                                  --------           --------
Number of aircraft                                     253                282
                                                  --------           --------

(a)  Includes accrued rents on operating leases of $0.8 million at March 31,
     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.
- --------------------------------------------------------------------------------

The $60.3 million decline in commercial airline industry outstandings and the
decline in the number of aircraft principally reflect scheduled liquidations and
maturities. During the quarter, the Corporation converted its outstanding loans
with Trans World Airlines, Inc. to operating leases as part of a restructuring
which did not have a significant effect on the Corporation's consolidated
financial position or results of operations.





                                      -12-

<PAGE>

Highly Leveraged Transactions

Highly leveraged transactions ("HLTs") totaled $478.2 million (3.0% of financing
and leasing assets before the reserve for credit losses) at March 31, 1995,
compared with $436.1 million (2.8%) at December 31, 1994. The Corporation's HLT
outstandings are generally secured by collateral, as distinguished from HLTs
that rely primarily on cash flow from operations. Unfunded commitments to lend
in secured HLTs were $172.6 million at March 31, 1995, compared with $202.1
million at December 31, 1994.

At March 31, 1995, the portfolio consisted of 33 obligors in 11 industry groups
located throughout the United States, with the largest regional concentration in
the West (33.0%). Total HLT outstandings classified as nonaccrual totaled $53.2
million (4 accounts) at March 31, 1995 compared with $57.7 million (4 accounts)
at December 31, 1994.

FINANCE INCOME

A comparison of 1995 and 1994 first quarter net finance income is set forth
below:
- --------------------------------------------------------------------------------
                                                    Three Months Ended
                                         ---------------------------------------
                                                 March 31,             Increase
                                         ------------------------      --------
(Dollar Amounts in Millions)               1995            1994         Amount
                                         ---------      ---------      --------

Finance income                           $   363.7      $   286.0      $   77.7
Interest expense                             199.2          128.8          70.4
                                         ---------      ---------      -------- 
Net finance income                       $   164.5      $   157.2      $    7.3
                                         =========      =========      ======== 

Average financing and                    $14,808.3      $13,024.2      $1,784.1
  leasing assets (AEA)                   =========      =========       =======

Net finance income as a % of AEA              4.45%          4.83%
                                              ====           ====
- --------------------------------------------------------------------------------

The $77.7 million increase in finance income reflects the growth in financing
and leasing assets and higher market interest rates, offset in part by the
adverse effect of aggressive pricing competition on new business. This
competition also resulted in a lower net finance 

                                      -13-

<PAGE>



income as a percent of AEA as the increase in market interest rates on the funds
borrowed by the Corporation outpaced the increase in rates charged on new
business.

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.

- --------------------------------------------------------------------------------
                                           Three Months Ended March 31,
                                    ------------------------------------------
                                            1995                    1994
                                    ------------------      ------------------
                                    Before       After      Before       After
                                    ------       -----      ------       -----
Variable rate debt                   6.13%       6.09%       3.45%       3.46%
Fixed rate debt                      7.10%       6.76%       7.38%       6.70%
Composite interest rate              6.35%       6.37%       4.32%       4.70%
- --------------------------------------------------------------------------------

The increases in the composite rate, after the effect of interest rate swaps,
take into account the variable and fixed rates as well as the change in the
notional principal subject to those rates. Since the Corporation's interest rate
swaps principally convert floating rate debt to a fixed rate, the composite
interest rate increases although the variable and fixed rates decrease because a
larger proportion of the Corporation's debt, after the effect of 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.

FEES AND OTHER INCOME

Fees and other income totaled $43.3 million in the 1995 first quarter, compared
with $39.9 million in 1994, as there were two additional months of factoring
commissions from BCC, which was acquired on February 28, 1994, offset in part by
lower gains on asset sales.



                                      -14-

<PAGE>



SALARIES AND GENERAL OPERATING EXPENSES

The following table sets forth the components of salaries and general operating
expenses.

- --------------------------------------------------------------------------------
                                                   Three Months Ended
                                       ----------------------------------------
                                             March 31,             Increase
                                       -------------------   ------------------
(Dollar Amounts in Thousands)            1995       1994      Amount    Percent
                                       --------   --------   --------   -------

Salaries and employee benefits         $ 48,102   $ 43,250   $  4,852    11.2%
General operating expenses               36,735     37,299       (564)   (1.5)%
                                       --------   --------   --------    ----
                                       $ 84,837   $ 80,549   $  4,288     5.3%
                                       ========   ========   ========    ====

Percent to AEA                             2.29%      2.47%
                                           ====       ====
- --------------------------------------------------------------------------------

The increase of $4.3 million in salaries and general operating expenses is
principally attributable to a full quarter effect of BCC in 1995. However, the
ratio of salaries and general operating expenses to AEA improved from 2.47% in
the 1994 first quarter to 2.29% in 1995, the lowest quarterly ratio since the
second quarter of 1993, reflecting various efficiency initiatives including:

o  The integration of BCC and Commercial Services operations which have resulted
   in improved efficiency while maintaining a high level of quality client
   services;

o  savings from technological advances in Industrial Financing coupled with a
   $443.5 million increase in that unit's financing and leasing assets over the
   past twelve months;

o  the consolidation of Sales Financing's 12 business acquisition centers into
   five regional business centers; and

o  significant finance receivable growth in Consumer Finance within the existing
   sales office infrastructure.


                                      -15-

<PAGE>



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

Finance receivables past due 60 days or more were $192.7 million (1.28% of
finance receivables before the reserve for credit losses) at March 31, 1995,
compared with $176.9 million (1.20%) at December 31, 1994 and $198.2 million
(1.46%) at March 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 1.14% at March 31, 1995, compared with
1.03% at December 31, 1994 and 1.16% at March 31, 1994. Finance receivables on
nonaccrual status, included in past due finance receivables, were $106.1 million
(0.71% of finance receivables before the reserve for credit losses) at March 31,
1995 compared with $110.2 million (0.75%) at December 31, 1994 and $105.6
million (0.78%) at March 31, 1994.

Assets received in satisfaction of loans were $82.4 million at March 31, 1995
compared with $86.5 million at December 31, 1994 and $79.5 million at March 31,
1994.

PROVISION AND RESERVE FOR CREDIT LOSSES

The following table summarizes the activity in the reserve for credit losses.
- --------------------------------------------------------------------------------
                                                          Three Months Ended
                                                              March 31,
                                                         -------------------
(Dollar Amounts in Millions)                              1995         1994
                                                         -----        -----
Net credit losses                                        $17.5        $25.8
Provision for finance receivables change                   3.4         (0.9)
                                                         -----        -----
Total provision for credit losses                        $20.9        $24.9
                                                         =====        =====
Net credit losses as a percent (annualized)
 of average finance receivables                           0.47%        0.80%
                                                          ====         ====
- --------------------------------------------------------------------------------

The significant decrease in net charge-offs as a percent of average finance
receivables during the first quarter of 1995 reflects the continued improvement
in the credit quality of financing 

                                      -16-

<PAGE>



and leasing assets. The reserve for credit losses at March 31, 1995 was $195.4
million (1.30% of finance receivables), compared with $192.4 million (1.30%) at
year-end 1994.

INCOME TAXES

The  effective  income tax rate for the 1995 first  quarter was 37.5%,  compared
with 37.8% in the prior year period.

STATISTICAL DATA

The following table presents components of net income as a percentage of AEA,
along with other selected financial data:

                                                           Three Months Ended
                                                               March 31,
                                                          -------------------
                                                          1995          1994
                                                          ----          ----
Finance income*                                           9.78%         8.68%
Interest expense*                                         5.33          3.85
                                                          ----          ----
  Net finance income                                      4.45          4.83

Fees and other income                                     1.17          1.22
                                                          ----          ----

  Operating revenue                                       5.62          6.05
                                                          ----          ----

Salaries and general operating expenses                   2.29          2.47

Net credit losses**                                       0.47          0.80
Provision for finance receivables change                  0.09         (0.03)
                                                          ----          ----
  Net credit losses                                       0.57          0.77

Depreciation on operating lease equipment                 0.47          0.44
                                                          ----          ----

  Operating expenses                                      3.33          3.68
                                                          ----          ----

  Income before provision for income taxes                2.29          2.37

Provision for income taxes                                0.86          0.89
                                                          ----          ----

  Net income                                              1.43%         1.48%
                                                          ====          ====
Average Financing and Leasing Assets                 $14,808,286   $13,024,231
                                                     ===========   ===========
Average Finance Receivables                          $14,884,342   $12,850,556
                                                     ===========   ===========

*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. Such cash is 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.
- --------------------------------------------------------------------------------
                                                     March 31,     December 31,
                                                       1995           1994
                                                   ------------    ------------
                                                       (Dollars in Thousands)
Commercial Paper                                   $  6,017,855    $  5,660,194
Term Debt                                             6,810,609       6,735,650
Stockholders' Equity                                  1,819,661       1,793,027
                                                   ------------    ------------
Total Capitalization                               $ 14,648,125    $ 14,188,871
                                                   ============    ============

Ratios:
Debt-to-equity                                      7.05 to 1       6.91 to 1
Debt-to-equity plus reserve for credit losses       6.37 to 1       6.24 to 1
- --------------------------------------------------------------------------------
During the first quarter of 1995, commercial paper borrowings increased $357.7
million, and the Corporation issued $250.0 million of variable rate and $200.0
million of fixed rate debt. Repayments of term debt totaled $375.0 million.

At March 31, 1995, commercial paper borrowings were supported by $4.68 billion
of committed credit line facilities, representing 78.3% of operating commercial
paper outstanding (commercial paper outstanding less short-term interest-bearing
deposits). No borrowings have been made under credit lines since 1970.

At March 31, 1995, $8.51 billion of registered but unissued debt securities
remained available under shelf registration statements.

                                      -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 January 18, 1995 was filed with the Commission
          reporting the Corporation's announcement of results for the year 
          ended December 31, 1994.

     (d)  A Form 8-K report dated April 11, 1995 was filed with the Commission
          reporting the Corporation's announcement of results for the quarter
          ended March 31, 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. J. Carroll
                                              ---------------------
                                                  J. J. Carroll
                                                  Executive Vice President and
                                                  Chief Financial Officer
                                                  (duly authorized and principal
                                                  accounting officer)




DATE:  May 4, 1995

                                      -20-

<PAGE>




                                                                   EXHIBIT 12

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

                                                          Three Months Ended
                                                               March 31,
                                                       -------------------------
                                                          1995           1994
                                                       ----------     ----------

Net Income                                             $   52,812     $   48,035

Provision for income taxes                                 31,675         29,230
                                                       ----------     ----------

Earnings before provision for income taxes                 84,487         77,265
                                                       ----------     ----------


Fixed charges:
  Interest and debt expense on indebtedness               199,198        128,840
  Interest factor - one third of rentals on
   real and personal properties                             1,816          1,903
                                                       ----------     ----------

Total fixed charges                                       201,014        130,743
                                                       ----------     ----------


Total earnings before provision for income
taxes and fixed charges                                $  285,501     $  208,008
                                                       ==========     ==========


Ratio of earnings to fixed charges                           1.42           1.59




<PAGE>

<TABLE> <S> <C>


<ARTICLE> 5
<MULTIPLIER> 1,000                                 
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>               DEC-31-1994             DEC-31-1995                                         
<PERIOD-END>                    MAR-31-1994             MAR-31-1995                                   
<CASH>                               66,153                 120,201
<SECURITIES>                              0                       0 
<RECEIVABLES>                    13,590,145              15,000,645
<ALLOWANCES>                        180,046                 195,420
<INVENTORY>                               0                       0
<CURRENT-ASSETS>                          0                       0
<PP&E>                                    0                       0
<DEPRECIATION>                            0                       0
<TOTAL-ASSETS>                   14,606,246              16,348,683        
<CURRENT-LIABILITIES>                     0                       0
<BONDS>                           4,872,500               6,810,609        
<COMMON>                            250,000                 250,000
                     0                       0
                               0                       0
<OTHER-SE>                        1,465,674               1,569,661
<TOTAL-LIABILITY-AND-EQUITY>     14,606,246              16,348,683
<SALES>                                   0                       0
<TOTAL-REVENUES>                    325,825                 407,087
<CGS>                                     0                       0
<TOTAL-COSTS>                        80,549                  84,837
<OTHER-EXPENSES>                          0                       0
<LOSS-PROVISION>                     24,881                  20,926
<INTEREST-EXPENSE>                  128,840                 199,198
<INCOME-PRETAX>                      77,265                  84,487
<INCOME-TAX>                         29,230                  31,675
<INCOME-CONTINUING>                  48,035                  52,812
<DISCONTINUED>                            0                       0
<EXTRAORDINARY>                           0                       0
<CHANGES>                                 0                       0
<NET-INCOME>                         48,035                  52,812
<EPS-PRIMARY>                             0                       0
<EPS-DILUTED>                             0                       0
        


</TABLE>


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