CIT GROUP HOLDINGS INC /DE/
10-Q, 1996-08-02
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 JUNE 30, 1996

                                       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 August 1, 1996: 1,000 shares.

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<PAGE>

                  THE CIT GROUP HOLDINGS, INC. AND SUBSIDIARIES

                                   (UNAUDITED)

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

 Item 1. Financial Statements

         Consolidated Balance Sheets - June 30, 1996 and
          December 31, 1995.                                                2

         Consolidated Income Statements for the three and six
          month periods ended June 30, 1996 and 1995.                       3

         Consolidated Statements of Changes in Stockholders' Equity for
          the six month periods ended June 30, 1996 and 1995.               4

         Consolidated Statements of Cash Flows for the six
          month periods ended June 30, 1996 and 1995.                       5

 Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               6-16

PART II. OTHER INFORMATION

 Item 4. Submission of Matters to a Vote of Security Holders                17

 Item 6. Exhibits and Reports on Form 8-K                                   17

                          PART I. FINANCIAL INFORMATION

     Certain  information  and  footnote  disclosures  normally  included in the
consolidated 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, 1995 Annual Report on Form 10-K and the March 31, 1996  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.

                                       -1-


<PAGE>

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

                                                         June 30,   December 31,
                                                           1996        1995
                                                      -----------  -----------
Assets
Financing and leasing assets
Loans
  Commercial                                           $  10,105.4  $  10,356.3
  Consumer                                                 2,698.6      2,344.0
Lease receivables                                          3,142.5      3,095.2
                                                       -----------  -----------
  Finance receivables                                     15,946.5     15,795.5
Reserve for credit losses                                   (211.9)      (206.0)
                                                       -----------  -----------
  Net finance receivables                                 15,734.6     15,589.5
Operating lease equipment                                  1,237.6      1,113.0
Cash and cash equivalents                                    110.1        161.5
Other assets                                                 709.2        556.3
                                                       -----------  -----------
  Total assets                                         $  17,791.5  $  17,420.3
                                                       ===========  ===========

Liabilities and Stockholders' Equity
Debt
Commercial paper                                       $   5,573.3  $   6,105.6
Variable rate senior notes                                 4,197.5      3,827.5
Fixed rate senior notes                                    3,798.1      3,337.0
Subordinated fixed rate notes                                300.0        300.0
                                                       -----------  -----------
  Total debt                                              13,868.9     13,570.1
Credit balances of factoring clients                         969.6        980.9
Accrued liabilities and payables                             487.5        485.9
Deferred Federal income taxes                                479.5        469.2
                                                       -----------  -----------
  Total liabilities                                       15,805.5     15,506.1

Stockholders' equity
Common stock - authorized, issued
 and outstanding - 1,000 shares                              250.0        250.0
Paid-in capital                                              408.3        408.3
Retained earnings                                          1,327.7      1,255.9
                                                       -----------  -----------
  Total stockholders' equity                               1,986.0      1,914.2
                                                       -----------  -----------

  Total liabilities and stockholders' equity           $  17,791.5  $  17,420.3
                                                       ===========  ===========

                                       -2-


<PAGE>

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

<TABLE>
<CAPTION>
                                               Three Months Ended      Six Months Ended
                                                     June 30,               June 30,
                                               --------------------   -------------------
                                                 1996       1995        1996       1995  
                                               --------   ---------   --------   --------
<S>                                            <C>        <C>         <C>        <C>     
Finance income                                 $  403.9   $   380.5   $  806.5   $  744.2
Interest expense                                  206.6       209.0      413.8      408.2
                                               --------   ---------   --------   --------
                                                                                 
  Net finance income                              197.3       171.5      392.7      336.0
                                                                                 
Fees and other income                              73.2        41.9      125.9       85.3
                                               --------   ---------   --------   --------
                                                                                 
  Operating revenue                               270.5       213.4      518.6      421.3
                                               --------   ---------   --------   --------
                                                                                 
Salaries and general operating expenses            97.6        82.3      193.5      167.1
Provision for credit losses                        26.6        22.2       54.4       43.2
Depreciation on operating lease equipment          28.8        17.2       56.3       34.8
                                               --------   ---------   --------   --------
                                                                                 
  Operating expenses                              153.0       121.7      304.2      245.1
                                               --------   ---------   --------   --------
                                                                                 
  Income before provision for income taxes        117.5        91.7      214.4      176.2
                                                                                 
Provision for income taxes                         45.1        35.2       82.2       66.9
                                               --------   ---------   --------   --------
                                                                                 
  Net income                                   $   72.4   $    56.5   $  132.2   $  109.3
                                               ========   =========   ========   ========
                                                                               
Ratio of earnings to fixed charges                 --          --         1.51       1.43

</TABLE>

                                       -3-

<PAGE>

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

                                                           Six Months Ended
                                                               June 30,
                                                       ------------------------
                                                          1996         1995
                                                       -----------  -----------
Balance, January 1                                     $   1,914.2  $   1,793.0
Net income                                                   132.2        109.3
Dividends paid                                               (60.4)       (54.8)
                                                       -----------  -----------

Balance, June 30                                       $   1,986.0  $   1,847.5
                                                       ===========  ===========


                                       -4-

<PAGE>

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

                                                           Six Months Ended
                                                               June 30,
                                                       ------------------------
                                                          1996         1995
                                                       -----------  -----------
CASH FLOWS FROM OPERATIONS
Net income                                             $     132.2  $     109.3
Adjustments to reconcile net income to net cash
 flows from operations:

 Provision for credit losses                                  54.4         43.2
 Depreciation and amortization                                64.9         38.7
 Provision for deferred Federal income taxes                  10.3         13.8
 Gains on asset and receivable sales                         (43.2)       (13.4)
 Increase in accrued liabilities and payables                  1.6         66.4
 Increase in other assets                                    (17.1)         --
 Other                                                       (19.2)       (11.2)
                                                       -----------  -----------
  Net cash flows provided by operations                      183.9        246.8
                                                       -----------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Loans extended                                           (14,936.5)   (15,119.5)
Collections on loans                                      14,141.3     14,067.7
Purchases of assets to be leased                            (194.4)      (352.0)
Collections on lease receivables                             371.1        370.7
Net (increase) decrease in short-term
  factoring receivables                                      (60.7)        26.2
Proceeds from asset and receivable sales                     371.0        309.1
Proceeds from sales of assets received in
 satisfaction of loans                                        17.5         15.6
Purchases of finance receivables portfolios                  (81.9)       (22.8)
Purchases of investment securities                           (14.2)        (6.2)
Other                                                        (16.3)       (25.1)
                                                       -----------  -----------
  Net cash flows used for investing activities              (403.1)      (736.3)
                                                       -----------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of variable and
 fixed rate notes                                          1,977.1      1,250.0
Repayments of variable and fixed rate notes               (1,146.0)      (500.0)
Net decrease in commercial paper                            (532.3)      (115.3)
Proceeds from nonrecourse leveraged lease debt                 9.2          2.1
Repayments of nonrecourse leveraged lease debt               (79.8)       (73.6)
Cash dividends paid                                          (60.4)       (54.8)
                                                       -----------  -----------
  Net cash flows provided by financing activities            167.8        508.4
                                                       -----------  -----------

Net (decrease) increase in cash and cash equivalents         (51.4)        18.9
Cash and cash equivalents, beginning of period               161.5          6.5
                                                       -----------  -----------
Cash and cash equivalents, end of period               $     110.1  $      25.4
                                                       ===========  ===========

Supplemental disclosures
Interest paid                                          $     432.2  $     443.2
Federal and State and local taxes paid                 $      59.5  $      48.7
Noncash transfer of finance receivables
  to other assets                                      $     318.3  $     259.1
Noncash transfers of finance receivables to
  assets received in satisfaction of loans             $      70.9  $      14.4


                                       -5-

<PAGE>

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

NET INCOME

Net  income for the 1996  second  quarter  totaled a record  $72.4  million,  an
increase of $15.9 million (28.1%) from $56.5 million in 1995. For the six months
ended June 30, 1996,  net income  totaled a record  $132.2  million  compared to
$109.3  million in 1995, an increase of 21.0%.  Return on average  financing and
leasing  assets for the  quarter  and six months  increased  to 1.79% and 1.64%,
respectively,  compared  to 1.49% and 1.46% for the same  periods  in 1995.  The
improvements  resulted from strong operating  revenues due to gains from venture
capital  investments and equipment sales as well as increased portfolio spreads,
partially offset by higher operating expenses.

FINANCE INCOME

A comparison of 1996 and 1995 net finance income is set forth below.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                            ----------------------------------------------
                                                    June 30,                 Increase
                                            ------------------------    ------------------
                                               1996          1995        Amount    Percent
                                            ----------    ----------    --------   -------
                                                     (Dollar Amounts in Millions)
<S>                                         <C>           <C>           <C>            <C> 
Finance income                              $    403.9    $    380.5    $   23.4       6.1%
Interest expense                                 206.6         209.0        (2.4)     (1.1)%
                                            ----------    ----------    --------    ------
Net finance income                          $    197.3    $    171.5    $   25.8      15.0%
                                            ==========    ==========    ========    ======
Average financing and leasing assets (AEA)  $ 16,192.3    $ 15,224.3    $  968.0       6.4%
                                            ==========    ==========    ========    ======
Net finance income as a % of AEA                4.87%         4.51% 
                                                ====          ====
</TABLE>

<TABLE>
<CAPTION>

                                                            Six Months Ended
                                            ----------------------------------------------
                                                    June 30,                 Increase
                                            ------------------------    ------------------
                                               1996          1995        Amount    Percent
                                            ----------    ----------    --------   -------
                                                     (Dollar Amounts in Millions)
<S>                                         <C>           <C>           <C>            <C> 
Finance income                              $    806.5    $    744.2    $   62.3       8.4%
Interest expense                                 413.8         408.2         5.6       1.4%
                                            ----------    ----------    --------    ------
Net finance income                          $    392.7    $    336.0    $   56.7      16.9%
                                            ==========    ==========    ========    ======
Average financing and leasing assets (AEA)  $ 16,146.3    $ 15,028.3    $1,118.0       7.4%
                                            ==========    ==========    ========    ======
Net finance income as a % of AEA                4.87%         4.48%
                                               ======        ======
</TABLE>

                                       -6-

<PAGE>

The improvements in net finance income reflect an increase in average  financing
and leasing assets,  a change in portfolio mix toward higher  yielding  consumer
finance  receivables,  higher fees on account  terminations  and lower borrowing
costs.

A  comparative  analysis  of the  weighted  average  principal  outstanding  and
interest  rates  paid on the  Corporation's  debt for the  three  and six  month
periods ended June 30, 1996 and 1995, before and after giving effect to interest
rate swaps, is shown in the following tables.

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

                                        Three Months Ended June 30, 1996
                                 ---------------------------------------------
                                      Before Swaps            After Swaps
                                 ----------------------  ---------------------
                                         (Dollar Amounts in Millions)

Variable rate debt               $  10,028.1      5.43%  $   6,990.9      5.36%
Fixed rate debt                      3,602.0      6.88%      6,639.2      6.71%
                                 -----------             -----------
Composite interest rate          $  13,630.1      5.81%  $  13,630.1      6.01%
                                 ===========             ===========

                                       Three Months Ended June 30, 1995
                                 ---------------------------------------------
                                      Before Swaps            After Swaps
                                 ----------------------  ---------------------
                                         (Dollar Amounts in Millions)

Variable rate debt               $   9,832.2      6.20%  $   7,341.0      6.19%
Fixed rate debt                      3,061.7      7.13%      5,552.9      6.76%
                                 -----------             -----------
Composite interest rate          $  12,893.9      6.42%  $  12,893.9      6.43%
                                 ===========             ===========

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

                                        Six Months Ended June 30, 1996
                                 ---------------------------------------------
                                      Before Swaps            After Swaps
                                 ----------------------  ---------------------
                                         (Dollar Amounts in Millions)

Variable rate debt               $  10,044.4      5.49%  $   7,073.3      5.44%
Fixed rate debt                      3,505.7      6.94%      6,476.8      6.75%
                                 -----------             -----------
Composite interest rate          $  13,550.1      5.86%  $  13,550.1      6.06%
                                 ===========             ===========

                                        Six Months Ended June 30, 1995
                                 ---------------------------------------------
                                      Before Swaps            After Swaps
                                 ----------------------  ---------------------
                                         (Dollar Amounts in Millions)

Variable rate debt               $   9,740.2      6.17%  $   7,296.8      6.14%
Fixed rate debt                      2,959.4      7.11%      5,402.8      6.76%
                                 -----------             -----------
Composite interest rate          $  12,699.6      6.39%  $  12,699.6      6.40%
                                 ===========             ===========

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

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

                                       -7-

<PAGE>

subject  to a fixed  rate.  The  Corporation  does  not  enter  into  derivative
financial instruments for trading or speculative purposes.

FEES AND OTHER INCOME

Fees and other income totaled $73.2 million in the 1996 second quarter  compared
to $41.9 million in 1995,  primarily  the result of a $16.2 million  pretax gain
($10.3 million after tax) in the Equity Investments portfolio, as well as higher
gains on equipment sales from leasing activities.  For the six months ended June
30, 1996,  fees and other income  totaled $125.9  million,  an increase of $40.6
million  over the  comparable  1995  period.  The  increase  for the six  months
includes  the  higher  level of gains  noted  above as well as higher fee income
associated with the servicing of third party  receivables,  including those that
have been securitized by the Corporation.

SALARIES AND GENERAL OPERATING EXPENSES

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

                                                  Three Months Ended
                                        --------------------------------------
                                              June 30,           Increase
                                        -------------------   ---------------- 
                                          1996       1995      Amount  Percent
                                        --------   --------   -------  ------- 
                                             (Dollar Amounts in Millions)

Salaries and employee benefits          $   53.0   $   47.8   $   5.2     10.9%
General operating expenses                  44.6       34.5      10.1     29.3%
                                        --------   --------   -------     ---- 
                                        $   97.6   $   82.3   $  15.3     18.6%
                                        ========   ========   =======     ==== 
Percent to AEA                             2.41%      2.16%
                                           ====       ==== 
Percent to average managed assets          2.18%      2.05%
                                           ====       ==== 
    
                                                    Six Months Ended            
                                        --------------------------------------
                                              June 30,           Increase
                                        -------------------   ---------------- 
                                          1996       1995      Amount  Percent
                                        --------   --------   -------  ------- 
                                             (Dollar Amounts in Millions)
Salaries and employee benefits          $  109.1   $   95.9   $  13.2     13.8%
General operating expenses                  84.4       71.2      13.2     18.5%
                                        --------   --------   -------     ---- 
                                        $  193.5   $  167.1   $  26.4     15.8%
                                        ========   ========   =======     ==== 
Percent to AEA                             2.40%      2.22%
                                           ====       ==== 
Percent to average managed assets          2.17%      2.11%
                                           ====       ==== 

                                -8-                              


<PAGE>

The  increases  in  salaries  and  general  operating   expenses  are  primarily
attributable  to  portfolio  growth in Consumer  Finance,  servicing of a higher
managed  asset  portfolio  in  Sales  Financing  and  expenses  associated  with
Industrial Financing's restructuring which will result in operating efficiencies
and improved market alignment.

PROVISION AND RESERVE FOR CREDIT LOSSES

The following table compares 1996 and 1995 provision for credit losses.

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

                                          Three Months Ended    Six Months Ended
                                                June 30,             June 30,
                                            ---------------      ---------------
                                             1996     1995        1996     1995
                                            ------   ------      ------   ------
                                                (Dollar Amounts in Millions)
                                                                
Net credit losses                           $ 23.7   $ 17.2      $ 49.1   $ 34.7
Provision for finance receivables increase     2.9      5.0         5.3      8.5
                                            ------   ------      ------   ------
Total provision for credit losses           $ 26.6   $ 22.2      $ 54.4     43.2
                                            ======   ======      ======   ======
Net credit losses as a percent (annualized)                                 
                                                                            
 of average finance receivables              0.59%    0.46%       0.62%    0.46%
                                            ======   ======      ======   ======
                                                                            
Net credit losses, as a percent of average finance receivables, increased during
the second  quarter and six months of 1996 compared to the same periods of 1995,
reflecting  provisions  related to certain  nonaccrual loans secured by shipping
and cruise line  vessels.  The  reserve  for credit  losses at June 30, 1996 was
$211.9 million (1.33% of finance receivables) compared to $206.0 million (1.30%)
at year-end 1995.

DEPRECIATION ON OPERATING LEASE EQUIPMENT

Depreciation  on operating lease equipment for the second quarter and six months
of 1996 was $28.8 million and $56.3 million, respectively, up from $17.2 million
and $34.8  million for the same periods in 1995,  primarily due to growth in the
operating lease portfolio.

                                       -9-

<PAGE>

INCOME TAXES

The  effective  income tax rate for both the 1996 and 1995 second  quarters  was
38.4%.  For the  first  six  months of 1996,  the  effective  tax rate was 38.3%
compared with 38.0% in 1995.

FINANCING AND LEASING ASSETS

Financing  and  leasing  assets  (finance   receivables   plus  operating  lease
equipment) of $17.18  billion  increased  $275.6 million from December 31, 1995.
The changes in financing  and leasing  assets by business  unit are presented in
the following table.

- --------------------------------------------------------------------------------
                                                                    Change
                                         June 30,  December 31, ----------------
                                           1996       1995      Amount   Percent
                                        ---------   ---------   -------  -------
                                              (Dollar Amounts in Millions)
Finance receivables
  Business Credit                        $1,432.2   $ 1,471.0   $ (38.8)  (2.6)%
  Capital Equipment Financing             4,264.7     4,548.7    (284.0)  (6.2)
  Credit Finance                            744.3       758.7     (14.4)  (1.9)
  Industrial Financing                    5,090.8     4,929.9     160.9    3.3
  Commercial Services                     1,715.9     1,743.3     (27.4)  (1.6)
  Consumer Finance                        1,350.3     1,039.0     311.3   30.0
  Sales Financing                         1,348.3     1,304.9      43.4    3.3
                                        ---------   ---------   -------    --- 
    Total finance receivables            15,946.5    15,795.5     151.0    1.0
                                        ---------   ---------   -------    --- 
                                                    
Operating lease equipment                           
  Capital Equipment Financing               873.3       750.0     123.3   16.4
  Industrial Financing                      364.3       363.0       1.3    0.4
                                        ---------   ---------   -------    --- 
    Total operating lease equipment       1,237.6     1,113.0     124.6   11.2
                                        ---------   ---------   -------    --- 
    Total financing and leasing assets  $17,184.1   $16,908.5   $ 275.6    1.6%
                                        =========   =========   =======    === 

A discussion  of the changes in finance  receivables  from  December 31, 1995 is
presented below.

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  decreased $38.8 million  (2.6%).  Strong new business
     originations  of $311 million were offset by  syndications of $50.2 million
     and increased  liquidations  resulting from a highly competitive  financing
     marketplace.

                                      -10-

<PAGE>

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 $284.0  million (6.2%)  reflects new
     business  originations  of $321  million,  offset by  liquidations  and the
     transfer  of $66.0  million of finance  receivables  to assets  received in
     satisfaction of loans.

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  decreased $14.4 million (1.9%) from December 31, 1995,
     reflecting   new  business   originations   of  $94   million,   offset  by
     liquidations.

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

     Finance  receivables  increased by $160.9  million (3.3%) from December 31,
     1995,   reflecting  strong  new  business  originations  of  $1.3  billion,
     partially offset by liquidations.

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

     The decrease of $27.4  million  (1.6%) in finance  receivables  during 1996
     reflects  seasonal trends.  Factoring  volume was relatively  unchanged for
     1996  compared to the prior  year,  due to  continued  weakness in both the
     retail environment and the wholesale textile industry.

o    Consumer   Finance  -  Loans  secured  by  first  or  second  mortgages  on
     residential real estate and home equity lines of credit  generated  through
     brokers and direct marketing.

     Finance  receivables  increased  $311.3  million  (30.0%) from December 31,
     1995. Strong loan  originations  during the first half of 1996 totaled $480
     million, an increase of 76% from the first six months of 1995. The increase
     reflects continuing emphasis on this business unit.


                                      -11-

<PAGE>

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

     Finance receivables  increased $43.4 million (3.3%) from December 31, 1995.
     New business  volume  totaled $509  million,  principally  due to growth in
     recreational  vehicle and  recreational  boat volume.  During the first six
     months of 1996,  $250 million of recreational  vehicle finance  receivables
     were securitized.  Additionally,  $172 million of recreational  vehicle and
     recreational  boat volume was classified as assets held for sale for future
     securitizations.  At June 30, 1996,  Sales Financing was servicing  finance
     receivables  of $1.04  billion  owned  by  securitization  trusts  and $654
     million owned by other  financial  institutions,  which are not included in
     the preceding table.

Operating  lease  equipment grew $124.6 million  (11.2%)  principally  due to an
increase in the commercial  aircraft and rail segments.  (See  discussion in the
"Commercial Airline Industry" section which follows.)

Concentrations

Commercial Airline Industry

Commercial  airline  financing and leasing assets totaled $1.95 billion or 11.3%
of total  financing and leasing  assets at June 30, 1996,  relatively  unchanged
from the December 31, 1995 balance of $1.91 billion. The portfolio is secured by
commercial  aircraft and related  equipment.  Management  continues to limit the
growth in this portfolio relative to total financing and leasing assets.

                                      -12-

<PAGE>

The following table presents  information about the commercial  airline industry
portfolio.

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

                                                    June 30,     December 31,
                                                      1996           1995
                                                   ---------     -----------
Finance Receivables                               (Dollar Amounts in Millions)
  Amount outstanding(a)                            $1,340.7        $1,412.2
  Number of obligors                                     54              51
Operating Leases
  Net carrying value                                 $605.7          $499.4
  Number of obligors                                     29              24

Total                                              $1,946.4        $1,911.6
Number of obligors(b)                                    73              68
Number of aircraft                                      254             266

(a)  Includes accrued rents which were classified as finance  receivables in the
     Consolidated Balance Sheets.

(b)  Certain   obligors  have  both  finance   receivable  and  operating  lease
     transactions.

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

Highly Leveraged Transactions

Highly leveraged transactions ("HLTs") totaled $438.0 million (2.5% of financing
and leasing  assets) at June 30, 1996  compared  with $412.6  million  (2.4%) at
December 31, 1995. 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 $153.4 million at
June 30, 1996 compared with $220.4 million at December 31, 1995.

At June 30,  1996,  the HLT  portfolio  consisted  of 27 obligors in 11 industry
groups  located  throughout  the  United  States,   with  the  largest  regional
concentrations in the Southeast (30.3%) and the Northeast  (26.3%).  One account
with a balance of $18.6 million and $20.1  million was  classified as nonaccrual
at June 30, 1996 and December 31, 1995, respectively.

                                      -13-

<PAGE>

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

Finance  receivables  past due 60 days or more declined to $252.1 million (1.58%
of finance receivables) at June 30, 1996 from $263.9 million (1.67%) at December
31, 1995. Past due finance  receivables on nonaccrual status decreased to $105.0
million  (0.66% of finance  receivables)  at June 30, 1996 from  $139.5  million
(0.88%) at December 31, 1995.  The  decrease  reflects  transfers of cruise line
vessels and oceangoing carriers to assets received in satisfaction of loans. The
Corporation  is in the  process of  remarketing  the  cruise  line  vessels  and
repossessing and remarketing the remaining oceangoing carriers.

Assets  received in satisfaction of loans increased to $97.8 million at June 30,
1996 from $42.0 million at December 31, 1995,  due to the  previously  mentioned
transfers.

Total  nonperforming  assets,  comprised  of past  due  finance  receivables  on
nonaccrual  status and assets  received  in  satisfaction  of loans were  $202.8
million at June 30, 1996 up from $181.5  million at year end. As a percentage of
finance  receivables,  total  nonperforming  assets  were 1.27% at June 30, 1996
compared to 1.15% at December 31, 1995.

LIQUIDITY

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 primary source
of funding is commercial paper issuances, proceeds from the sales of medium-term
notes and other debt securities, and securitizations.

                                      -14-

<PAGE>

During  the first six  months of 1996,  commercial  paper  borrowings  decreased
$532.3 million,  and the  Corporation  issued $850 million of variable rate term
debt and $1.13 billion of fixed rate term debt.  Repayments of term debt totaled
$1.15 billion.  At June 30, 1996,  $6.31 billion of registered but unissued debt
securities remained available under shelf registration statements.

The Corporation also has accessed the asset backed securitization  markets as an
additional  liquidity source. The Corporation  securitized  recreational vehicle
finance receivables of $250.0 million in the first six months of 1996.

During the second quarter of 1996, the  Corporation  consolidated  approximately
$4.3 billion of existing  committed  revolving  credit line  facilities into one
facility of approximately  $4.8 billion with maturities ranging from May 1997 to
May 2001.

At June 30, 1996, commercial paper borrowings were supported by $5.18 billion of
committed  revolving  credit  line  facilities,   including  the  new  facility,
representing 94% of operating  commercial paper  outstanding  (commercial  paper
outstanding less interest-bearing  deposits). No borrowings have been made under
credit lines supporting commercial paper since 1970.

CAPITALIZATION

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

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

                                              June 30,        December 31,
                                               1996              1995
                                             ---------         ---------
                                                 (Dollars in Millions)   
                                                              
Commercial Paper                             $ 5,573.3         $ 6,105.6
Term Debt                                      8,295.6           7,464.5
Stockholders' Equity                           1,986.0           1,914.2
                                             ---------         ---------
Total Capitalization                         $15,854.9         $15,484.3
                                             =========         =========

Debt-to-equity ratio                         6.98 to 1         7.09 to 1

                                      -15-

<PAGE>

Commencing  with the 1996 second quarter  dividend,  the dividend  policy of the
Corporation  was changed to require the payment of dividends by the  Corporation
of  30%  of  net  operating  earnings  on a  quarterly  basis.  Previously,  the
Corporation's   dividend  policy  required  the  payment  of  dividends  by  the
Corporation of 50% of net operating earnings on a quarterly basis.

STATISTICAL DATA

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

                                                          Six Months Ended
                                                               June 30,
                                                          ----------------
                                                          1996         1995
                                                          ----         ----
Finance income*                                           9.94%        9.86%
Interest expense*                                         5.07         5.38
                                                          ----         ----
  Net finance income                                      4.87         4.48
                                                       
Fees and other income                                     1.56         1.13
                                                          ----         ----
                                                       
  Operating revenue                                       6.43         5.61
                                                          ----         ----
Salaries and general operating expenses                   2.40         2.22

Net credit losses**                                       0.62         0.46
Provision for finance receivables increase                0.07         0.11
                                                          ----         ----
  Provision for credit losses                             0.67         0.58

Depreciation on operating lease equipment                 0.70         0.46
                                                          ----         ----
  Operating expenses                                      3.77         3.26
                                                          ----         ----
Income before provision for income taxes                  2.66         2.35

Provision for income taxes                                1.02         0.89
                                                          ----         ----
  Net income                                              1.64%        1.46%
                                                          ====         ====  
                                              
Average Financing and Leasing Assets (in millions)   $ 16,146.3   $ 15,028.3
                                                     ==========   ==========
Average Finance Receivables (in millions)            $ 15,915.6   $ 14,904.4
                                                     ==========   ==========

*  Excludes  interest  income and  interest  expense  relating  to  short-term
   interest-bearing deposits.

** Percentage to average finance receivables.

                                      -16-

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     On April 12,  1996,  The  Dai-Ichi  Kangyo  Bank,  Limited and CBC Holdings
     (Delaware),  Inc., by unanimous  written consent,  re-elected the following
     ten  persons to the Board of  Directors  to serve  until  April 30, 1997 or
     until their successors shall have been elected and qualified:

     Messrs.  Hisao Kobayashi (Chairman)
              Albert R. Gamper, Jr.
              Takasuke Kaneko
              Kenji Nakamura
              Joseph A. Pollicino
              Paul N. Roth
              Peter J. Tobin
              Keiji Torii
              Yasuo Tsunemi
              Yukiharu Uno

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 April 11, 1996 was filed with the  Commission
          reporting the  Corporation's  announcement  of results for the quarter
          ended March 31, 1996.

     (d)  A Form 8-K report  dated April 12, 1996 was filed with the  Commission
          reporting a change in the Corporation's dividend policy.

     (e)  A Form 8-K report  dated July 16,  1996 was filed with the  Commission
          reporting the  Corporation's  announcement  of results for the quarter
          ended June 30, 1996.

                                      -17-

<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:  August 2, 1996

                                      -18-



                                                                      EXHIBIT 12

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

                                                           Six Months Ended
                                                               June 30,
                                                         --------------------
                                                           1996         1995
                                                         -------      -------
Net income                                               $ 132.2      $ 109.3
                                                                    
Provision for income taxes                                  82.2         66.9
                                                         -------      -------
                                                                    
Earnings before provision for income taxes                 214.4        176.2
                                                         -------      -------
                                                                    
Fixed charges:                                                      
                                                                    
  Interest and debt expense on indebtedness                413.8        408.2
  Interest factor - one third of rentals on                         
   real and personal properties                              3.9          3.6
                                                         -------      -------
                                                                    
  Total fixed charges                                      417.7        411.8
                                                         -------      -------
                                                                    
    Total earnings before provision for income                      
     taxes and fixed charges                             $ 632.1      $ 588.0
                                                         =======      =======  
                                                                    
Ratio of earnings to fixed charges                          1.51         1.43
                                                         =======      =======  
                                                                 

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1,000,000
       
<S>                             <C>                       <C>                    
<PERIOD-TYPE>                   6-MOS                     6-MOS                 
<FISCAL-YEAR-END>                          DEC-31-1995               DEC-31-1996
<PERIOD-END>                               JUN-10-1995               JUN-10-1996
<CASH>                                              25                       110
<SECURITIES>                                         0                         0
<RECEIVABLES>                                   15,165                    15,947
<ALLOWANCES>                                       200                       212
<INVENTORY>                                          0                         0
<CURRENT-ASSETS>                                     0                         0
<PP&E>                                               0                         0
<DEPRECIATION>                                       0                         0
<TOTAL-ASSETS>                                  16,438                    17,792
<CURRENT-LIABILITIES>                                0                         0
<BONDS>                                          7,486                     8,296
                                0                         0
                                          0                         0
<COMMON>                                           250                       250
<OTHER-SE>                                       1,598                     1,736
<TOTAL-LIABILITY-AND-EQUITY>                    16,438                    17,792
<SALES>                                              0                         0
<TOTAL-REVENUES>                                   829                       932
<CGS>                                                0                         0
<TOTAL-COSTS>                                      167                       194
<OTHER-EXPENSES>                                    35                        56
<LOSS-PROVISION>                                    43                        54
<INTEREST-EXPENSE>                                 408                       414
<INCOME-PRETAX>                                    176                       214
<INCOME-TAX>                                        67                        82
<INCOME-CONTINUING>                                109                       132
<DISCONTINUED>                                       0                         0
<EXTRAORDINARY>                                      0                         0
<CHANGES>                                            0                         0
<NET-INCOME>                                       109                       132
<EPS-PRIMARY>                                        0                         0
<EPS-DILUTED>                                        0                         0
                                                                  


</TABLE>


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