<PAGE> 1
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934...............For the period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 33-44946
RAILCAR TRUST NO. 1992-1
(Exact name of Registrant as specified in its charter)
Delaware 36-3822700
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
c/o Wilmington Trust Company
Rodney Square North
1100 N. Market St.
Wilmington, Delaware 19890
(Address of principal executive offices and ZIP code)
Registrant's telephone number, including area code: (302) 651-1000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (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 [ ]
- - --------------------------------------------------------------------------------
<PAGE> 2
PART I. FINANCIAL INFORMATION
RAILCAR TRUST NO. 1992-1
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- -----------
ASSETS
<S> <C> <C>
Cash and cash equivalents............................................ $ 417 $ 448
Restricted cash...................................................... 3,095 18,885
Rent receivable from GE Capital Railcar Associates, Inc. ............ 12,753 12,753
Prepaid expenses and other........................................... 1,109 1,234
-------- -----------
Total current assets.......................................... 17,374 33,320
Rental equipment..................................................... 887,716 912,607
Deferred financing fees.............................................. 3,543 4,075
-------- -----------
Total assets......................................................... $908,633 $ 950,002
======== ===========
LIABILITIES AND TRUST DEFICIT
Accrued interest and other expenses.................................. $ 7,680 $ 8,621
Current maturities of long-term debt................................. 83,550 79,844
-------- -----------
Total current liabilities..................................... 91,230 88,465
Long-term debt:
Trust notes....................................................... 759,429 795,498
Secured indebtedness.............................................. 48,567 70,255
-------- -----------
Total long-term debt.......................................... 807,996 865,753
Minority interest in Partnership..................................... 10,452 10,784
Trust deficit:
Capital distributions in excess of contributions (68,605) (68,605)
Cumulative net earnings........................................... 67,560 53,605
-------- -----------
Net trust deficit............................................. (1,045) (15,000)
-------- -----------
Total liabilities and trust deficit.................................. $908,633 $ 950,002
======== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
1
<PAGE> 3
RAILCAR TRUST NO. 1992-1
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTH PERIODS SIX MONTH PERIODS
ENDED JUNE 30, ENDED JUNE 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Rental revenue from GE Capital Railcar
Associates, Inc................................... $ 38,258 $ 38,258 $ 76,517 $ 76,517
-------- -------- -------- --------
Operating expenses:
Depreciation................................... (12,446) (12,446) (24,891) (24,891)
General, administrative and other.............. (182) (206) (246) (273)
-------- -------- -------- --------
Total operating expenses................... (12,628) (12,652) (25,137) (25,164)
-------- -------- -------- --------
Operating income.................................. 25,630 25,606 51,380 51,353
Interest expense.................................. (18,317) (19,934) (36,985) (40,442)
Minority interest................................. (220) (219) (440) (439)
-------- -------- -------- --------
Net income........................................ $ 7,093 $ 5,453 $ 13,955 $ 10,472
======== ======== ======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
2
<PAGE> 4
RAILCAR TRUST NO. 1992-1
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTH PERIODS ENDED
JUNE 30,
1996 1995
---- ----
<S> <C> <C>
Operating activities:
Net income........................................................ $ 13,955 $ 10,472
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation.................................................. 24,891 24,891
Amortized discount on debt and deferred financing fees 688 783
Income of minority interest................................... 440 439
Changes in assets and liabilities, net:
Restricted cash............................................. 15,790 15,846
Rent receivable from GE Capital Railcar Associates, Inc. -- --
Other....................................................... (897) (596)
------------ ----------
Net cash provided by operating activities .................... 54,867 51,835
Financing activities:
Borrowings........................................................ -- --
Principal payments on borrowings.................................. (54,126) (51,099)
Distribution to beneficiaries..................................... -- --
Cash contributed.................................................. -- --
Distributions to minority interest................................ (772) (772)
------------ -----------
Net cash used in financing activities......................... (54,898) (51,871)
------------ -----------
Net increase (decrease) in cash...................................... (31) (36)
Cash and equivalents at beginning of the period 448 472
------------ -----------
Cash and equivalents at end of the period............................ $ 417 $ 436
============ ===========
Supplemental cash flow information:
Interest paid during the period................................. $ 37,391 $ 40,481
============ ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE> 5
RAILCAR TRUST NO. 1992-1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A BASIS OF PRESENTATION
Railcar Trust No. 1992-1 (the Trust) holds a majority interest in Railcar
Associates, LP, a limited partnership (the Partnership). The Partnership leases
approximately 59,000 railcars within the United States. GE Railcar Associates,
Inc. (the Lessee) is the sole lessee of the railcars. The leases mature in 2004
with quarterly fixed rental payments totaling approximately $153 million
annually. These rental payments are guaranteed by General Electric Capital
Corporation. The Lessee has an option to purchase all, but not less than all, of
the railcars under lease for approximately $500 million at the end of the lease.
The Lessee is responsible for maintenance, taxes, insurance and other expenses
involved with operating the railcars. The Lessee has an annual obligation to
make certain contingent rental payments to the Partnership. No contingent rental
payment was required in 1995 or 1994.
The accompanying consolidated financial statements should be read in conjunction
with the consolidated financial statements included in the Trust's Annual Report
on Form 10-K for the year ended December 31, 1995. The consolidated financial
information furnished herein reflects all adjustments (consisting of normal
recurring accruals) which are, in the opinion of management, necessary for a
fair presentation of the consolidated statements for the periods shown.
The partnership has the following partners:
<TABLE>
<CAPTION>
PARTNER INTEREST (%)
<S> <C>
Railcar Trust No. 1992-1 98.99 %
GE Railcar Associates, Inc. 1.00 %
GE Railcar Leasing Associates, Inc. 0.01 %
</TABLE>
The Partners share in profits or losses and distributions in accordance with a
specific formula, as defined in the Amended and Restated Agreement of the
Limited Partnership.
NOTE B SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation: The consolidated financial statements include the
financial results of the Trust and the Partnership. All inter-entity
transactions have been eliminated.
Use of Estimates: The preparation of financial statements requires management to
make estimates of assumptions that affect amounts reported in the financial
statements and accompanying notes. Such estimates and assumptions could change
in the future as more information becomes known which could impact the amounts
reported and disclosed herein.
4
<PAGE> 6
Cash, Cash Equivalents, and Restricted Cash: The Trust considers all highly
liquid investments with an original maturity of three months or less to be cash
equivalents. Due to the short maturity of these instruments, the carrying amount
approximates fair value. Restricted cash balances represent short-term
investments held by GECC. The investments are restricted as to the availability
to the Partnership and are available only to service principal and interest
payments on the Partnership's debt.
Rental Equipment: Rental equipment (railcars) are carried at cost, which is
based upon the historical cost of the contributing partners. Railcars are
depreciated to estimated residual value using the straight-line method over the
term of the leases.
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
Rail cars (at cost)....................... $ 1,388,582 $ 1,388,582
Accumulated depreciation.................. (500,866) (475,975)
------------ ------------
Net Book Value............................ $ 887,716 $ 912,607
============ ============
</TABLE>
Income Taxes: The Trust does not provide for income taxes as the liability for
such taxes is that of the beneficial owners of the Trust.
NOTE C DEBT
Debt consists of the following:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
Trust notes............................... $ 818,995 $ 855,483
Secured indebtedness...................... 72,551 90,114
---------- ---------
Total debt............................. 891,546 945,597
Less: Current maturities............. (83,550) (79,844)
---------- ---------
Long-term debt......................... $ 807,996 $ 865,753
========== =========
</TABLE>
5
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Financial Liquidity and Capital Resources
Substantially all of the physical property of the Trust, consisting primarily of
railcars, was contributed to the Partnership of which the Trust is a 98.99%
partner. At such time, the Partnership assumed the Assumed Indebtedness. The
Partnership then leased to the Lessee all of the property contributed by the
Trust, along with other railcars it received as a contribution from its other
partners. Financing of the Trust was accomplished by issuance of $998 million of
Trust Notes secured by the Trust's ownership interest in the Partnership. No new
borrowings have occurred during 1996.
Debt Maturities and Repayments
Current maturities of long-term debt of $83.5 million at June 30, 1996 represent
debt which is being serviced from the cash flow from the leases.
Results of Operations
Fixed rental receipts by the Partnership under the Leases are used to service
the Assumed Indebtedness and other expenses of the Partnership. Remaining
Partnership available cash is distributed to the partners, the Trust's share of
which must be used by the Trust to service the Trust Notes.
During the first six months of both 1996 and 1995, on a consolidated basis the
Trust received rental revenues of $76.5 million pursuant to the Leases.
Operating income was $51.4 million for the first six months of both 1996 and
1995. Interest expense, net, was $37.0 million and $40.4 million for the first
six months of 1996 and 1995, respectively. The reduction of interest expense was
due to scheduled repayments of Trust Notes and Assumed Indebtedness.
Consolidated net income of the Trust was $14.0 million and $10.5 million for the
first six months of 1996 and 1995, respectively.
The Trust generated $54.9 million in cash from operating activities during the
first six months of 1996. Those amounts were used to repay the Assumed
Indebtedness and the Trust Notes as payments became due. Of the net cash from
operating activities, $54.1 million was used in order to reduce borrowings and
$.8 million was distributed to the minority interests in the Partnership. The
principal amount outstanding under the Assumed Indebtedness was decreased by
$17.5 million to a total of $72.6 million at quarter-end, and the principal
amount outstanding under the Trust Notes was decreased by $36.6 million to a
total amount of $819.8 million at quarter-end.
During the first six months of 1996, no distributions were made to the holders
of the Beneficial Interests in the Trust.
6
<PAGE> 8
PART II
ITEM 5. OTHER INFORMATION
The Quarterly Report on Form 10-Q for the quarter ended June
29, 1996 for General Electric Capital Corporation is hereby
incorporated by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
28.1 Quarterly Report on Form 10-Q for the quarter
ended June 29, 1996 for General Electric Capital
Corporation.
(b) Reports on Form 8-K
none
7
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
August 14,1996 RAILCAR TRUST NO. 1992-1
By: /s/ John M. Beeson, Jr.
--------------------------
John M. Beeson, Jr.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
Signature Date
/s/ John M. Beeson, Jr. 8/14/96
- - -------------------------------------------- -------------------------
John M. Beeson, Jr.
Vice President
/s/ Bruce L. Bisson 8/14/96
- - -------------------------------------------- -------------------------
Bruce L. Bisson
Vice President
8
<PAGE> 10
EXHIBIT INDEX
Exhibit
No. Description
- - ------- -----------
28.1 Quarterly Report on Form 10-Q for the quarter ended
June 29, 1996 for General Electric Capital Corporation.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 417
<SECURITIES> 0
<RECEIVABLES> 12,753
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,374
<PP&E> 1,388,582
<DEPRECIATION> 1,500,866
<TOTAL-ASSETS> 908,633
<CURRENT-LIABILITIES> 91,230
<BONDS> 807,996
0
0
<COMMON> 0
<OTHER-SE> (1,045)
<TOTAL-LIABILITY-AND-EQUITY> 908,633
<SALES> 0
<TOTAL-REVENUES> 76,517
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 25,137
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,985
<INCOME-PRETAX> 13,955
<INCOME-TAX> 0
<INCOME-CONTINUING> 13,955
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,955
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
EXHIBIT-28.1
GENERAL ELECTRIC CAPITAL CORP. FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 29, 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 1-6461
-----------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-1500700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
260 LONG RIDGE ROAD, STAMFORD, CONNECTICUT 06927
(Address of principal executive offices) (Zip Code)
(203) 357-4000
(Registrant's telephone number, including area code)
-----------------------------------
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
At August 2, 1996, 3,837,825 shares of common stock with a par value of $200
were outstanding.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE
FORMAT.
<PAGE> 2
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION.
Item 1. Financial Statements ......................................... 1
Item 2. Management's Discussion and Analysis of Results
of Operations ....................................................... 5
Exhibit 12. Computation of Ratio of Earnings to Fixed Charges
and Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends ....................................... 7
PART II - OTHER INFORMATION.
Item 6. Exhibits and Reports on Form 8-K ............................. 8
Signatures ........................................................... 9
Index to Exhibits .................................................... 10
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------- --------------------
(In millions) JUNE 29, JULY 1, JUNE 29, JULY 1,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
EARNED INCOME .................................................. $ 6,068 $ 5,169 $ 11,688 $ 9,959
-------- -------- -------- --------
EXPENSES
Interest ....................................................... 1,722 1,629 3,390 3,131
Operating and administrative ................................... 1,906 1,512 3,622 2,944
Insurance losses and policyholder and annuity benefits ......... 777 486 1,392 1,002
Provision for losses on financing receivables .................. 228 279 441 358
Depreciation and amortization of buildings and
equipment and equipment on operating leases .................... 524 489 1,013 939
Minority interest in net earnings of consolidated affiliates ... 17 16 42 33
-------- -------- -------- --------
5,174 4,411 9,900 8,407
-------- -------- -------- --------
EARNINGS
Earnings before income taxes ................................... 894 758 1,788 1,552
Provision for income taxes ..................................... (267) (241) (556) (507)
-------- -------- -------- --------
NET EARNINGS ................................................... 627 517 1,232 1,045
Dividends ...................................................... (230) (58) (474) (261)
Retained earnings at beginning of period ....................... 9,298 8,646 8,937 8,321
-------- -------- -------- --------
RETAINED EARNINGS AT END OF PERIOD ............................. $ 9,695 $ 9,105 $ 9,695 $ 9,105
======== ======== ======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
1
<PAGE> 4
ITEM 1. FINANCIAL STATEMENTS (Continued).
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CONDENSED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
(In millions) JUNE 29, December 31,
1996 1995
-------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Cash and equivalents ................................... $ 1,597 $ 1,316
Investment securities .................................. 32,891 26,991
Financing receivables
Time sales and loans, net of deferred income ........ 59,214 59,591
Investment in financing leases, net of
deferred income .................................... 36,826 36,200
-------- --------
96,040 95,791
Allowance for losses on financing receivables ....... (2,526) (2,519)
-------- --------
Financing receivables - net ...................... 93,514 93,272
Other receivables - net ................................ 5,879 6,408
Equipment on operating leases (at cost), less
accumulated amortization of $5,019 and $4,670 ......... 15,090 13,793
Other assets ........................................... 24,305 19,045
-------- --------
TOTAL ASSETS ........................................... $173,276 $160,825
======== ========
LIABILITIES AND EQUITY
Short-term borrowings .................................. $ 65,416 $ 59,264
Long-term borrowings
Senior .............................................. 46,404 47,794
Subordinated ........................................ 697 697
Insurance liabilities, reserves and annuity benefits ... 30,489 22,401
Other liabilities ...................................... 8,487 9,202
Deferred income taxes .................................. 6,651 6,562
-------- --------
Total liabilities ................................... 158,144 145,920
-------- --------
Minority interest in equity of consolidated affiliates . 663 703
-------- --------
Capital stock .......................................... 770 770
Additional paid-in capital ............................. 4,022 4,022
Retained earnings ...................................... 9,695 8,937
Unrealized gains on investment securities .............. 65 543
Foreign currency translation adjustments ............... (83) (70)
-------- --------
Total equity ........................................ 14,469 14,202
-------- --------
TOTAL LIABILITIES AND EQUITY ........................... $173,276 $160,825
======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
2
<PAGE> 5
ITEM 1. FINANCIAL STATEMENTS (Continued).
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------
(In millions) JUNE 29, JULY 1,
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ........................................... $ 1,232 $ 1,045
Adjustments to reconcile net earnings to cash
provided from operating activities:
Provision for losses on financing receivables ....... 441 358
Depreciation and amortization of buildings and
equipment and equipment on operating leases ........ 1,013 939
Other - net ......................................... 342 1,236
-------- --------
Cash provided from operating activities .......... 3,028 3,578
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in loans to customers ......................... (23,954) (22,225)
Principal collections from customers ................... 25,186 20,394
Investment in assets on financing leases ............... (5,958) (6,497)
Principal collections on financing leases .............. 5,319 3,243
Net (increase) decrease in credit card receivables ..... (602) 250
Buildings and equipment and equipment on
operating leases:
- additions ....................................... (2,647) (3,039)
- dispositions .................................... 528 1,302
Payments for principal businesses purchased,
net of cash acquired .................................. (1,699) (1,887)
Purchases of investment securities by insurance
affiliates and annuity businesses ..................... (2,784) (2,799)
Dispositions and maturities of investment securities
by insurance affiliates and annuity businesses ........ 2,453 3,018
Other - net ............................................ (2,280) (1,240)
-------- --------
Cash used for investing activities ............... (6,438) (9,480)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (maturities 90 days or less) .. 3,230 (5,051)
Newly issued debt
- short-term (maturities 91-365 days) ............. 2,473 1,211
- long-term senior ................................ 9,925 18,734
Proceeds - non-recourse, leveraged lease debt........... 429 --
Repayments and other reductions
- short-term (maturities 91-365 days) ............. (10,694) (8,489)
- long-term senior ................................ (627) --
Principal payments - non-recourse, leveraged lease debt (152) (157)
Proceeds from sales of investment and annuity contracts 850 764
Redemption of investment and annuity contracts ......... (1,269) (1,165)
Dividends paid ......................................... (474) (261)
Issuance of preferred stock in excess of par value ..... -- 525
Issuance of variable cumulative preferred stock by
consolidated affiliate ................................ -- 120
-------- --------
Cash provided from financing activities .......... 3,691 6,231
-------- --------
INCREASE IN CASH AND EQUIVALENTS ....................... 281 329
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............ 1,316 712
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD .................. $ 1,597 $ 1,041
======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
3
<PAGE> 6
ITEM 1. FINANCIAL STATEMENTS (Continued).
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying condensed quarterly financial statements represent the
adding together of General Electric Capital Corporation and all
majority-owned and controlled affiliates (collectively called "the
Corporation" or "GECC"). All significant transactions among the parent and
consolidated affiliates have been eliminated. Certain prior period data
have been reclassified to conform to the current period presentation.
2. The condensed, consolidated quarterly financial statements are unaudited.
These statements include all adjustments (consisting of normal recurring
accruals) considered necessary by management to present a fair statement
of the results of operations, financial position and cash flows. The
results reported in these condensed, consolidated financial statements
should not be regarded as necessarily indicative of results that may be
expected for the entire year.
3. Two newly issued accounting standards were adopted in the first quarter of
1996 and did not have a material effect on the financial position or
results of operations of the Corporation.
Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of, requires that certain long-lived assets be reviewed for
impairment when events or circumstances indicate that the carrying amounts
of the assets may not be recoverable. If such review indicates that the
carrying amount of an asset exceeds the sum of its expected future cash
flows, the asset's carrying value is written down to fair value.
Long-lived assets to be disposed of are reported at the lower of carrying
amount or fair value less cost to sell.
SFAS No. 122, Accounting for Mortgage Servicing Rights, requires that
capitalized rights to service mortgage loans be assessed for impairment by
individual risk stratum by comparing each stratum's carrying amount with
its fair value. Strata are based on the predominant risk characteristics
of the underlying loans, which include loan type and note rate. Fair
values are estimated based on discounted anticipated future net cash flows
considering market consensus for loan prepayment predictions and other
economic factors. To the extent that the carrying value of mortgage
servicing rights exceeds fair value by individual stratum, the resulting
impairment is recognized in earnings through a valuation allowance.
4
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.
OVERVIEW
Net earnings for the first half of 1996 were $1,232 million, a $187 million
(18%) increase over the first half of 1995. The Corporation's contribution to
the earnings of its parent, General Electric Capital Services, Inc. after
payment of dividends on its variable cumulative preferred stock, was $1,194
million, a $169 million (16%) increase over the comparable 1995 period.
Earnings of the lending, leasing and equipment management businesses are
significantly influenced by the level of invested assets, the related financing
spreads (the excess of rates earned - yields - over rates on borrowings) and the
quality of those assets. The Corporation's increase in net earnings principally
resulted from a higher average level of invested assets, partially offset by a
decrease in financing spreads as the decrease in borrowing rates was outpaced by
a decrease in yields. The specialty insurance businesses also contributed to the
increase in net earnings primarily resulting from increased premium and
investment income.
OPERATING RESULTS
EARNED INCOME from all sources increased $1,729 million (17%) to $11,688
million for the first half of 1996 over the first half of 1995.
Earned income from the specialized financing, mid-market financing, consumer
services and equipment management businesses increased $1,460 million (16%) over
the comparable prior-year period. These increases principally reflect a higher
average level of invested assets, resulting from both origination volume and
acquisitions of portfolios and businesses, as well as higher consumer insurance
premiums arising from acquisitions in 1995 and 1996. Earned income from the
specialty insurance businesses increased $269 million (26%) to $1,287 million
for the first half of 1996 compared with the first half of 1995 due to growth in
premium and investment income resulting from both origination volume and
acquisitions.
INTEREST EXPENSE on borrowings for the first half of 1996 was $3,390 million, 8%
higher than for the first half of 1995. The increase reflected the effects of
higher average borrowings used to finance asset growth, partially offset by the
effects of lower interest rates. The composite interest rate on the borrowings
for the first half of 1996 was 6.36% compared with 6.72% in the first half of
1995.
OPERATING AND ADMINISTRATIVE EXPENSES were $3,622 million for the first half of
1996, a 23% increase over the first half of 1995. The increase primarily
reflected costs associated with businesses and portfolios acquired over the past
year and higher investment levels.
INSURANCE LOSSES AND POLICYHOLDER AND ANNUITY BENEFITS increased 39% to $1,392
million for the first half of 1996, compared with $1,002 million for the first
half of 1995. The increase primarily resulted from the acquisition of insurance
businesses in 1995 and 1996.
PROVISION FOR LOSSES ON FINANCING RECEIVABLES increased to $441 million for the
first half of 1996 from $358 million for the first half of 1995. These
provisions principally related to private-label and bank credit cards which are
discussed below under Portfolio Quality.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
(Continued).
DEPRECIATION AND AMORTIZATION OF BUILDINGS AND EQUIPMENT AND EQUIPMENT ON
OPERATING LEASES increased $74 million (8%) to $1,013 million for the first half
of 1996 compared with $939 million for the first half of 1995. The increase
principally reflected higher levels of equipment on operating leases as a result
of portfolio growth and acquisitions.
PROVISION FOR INCOME TAXES was $556 million for the first half of 1996 (an
effective tax rate of 31%), compared with $507 million for the first half of
1995 (an effective tax rate of 33%). The higher provision for income taxes
reflected increased pre-tax earnings. The decrease in the 1996 effective tax
rate resulted primarily from increased tax credits and increased non-taxable
income.
PORTFOLIO QUALITY
THE PORTFOLIO OF FINANCING RECEIVABLES, before allowance for losses, increased
to $96.0 billion at June 29, 1996 from $95.8 billion at the end of 1995.
Financing receivables are the Corporation's largest asset and the primary source
of revenues. Related allowances for losses at June 29, 1996, aggregated $2.5
billion (2.63% of receivables - the same level as at the end of 1995) and are,
in management's judgment, appropriate given the risk profile of the portfolio. A
discussion about the quality of certain elements of the portfolio of financing
receivables follows. "Nonearning receivables" are those that are 90 days or more
delinquent; "reduced earning receivables" are receivables whose terms have been
restructured to a below-market yield.
CONSUMER RECEIVABLES, primarily credit card and personal loans and auto loans
and leases, were $42.6 billion at June 29, 1996, an increase of $0.6 billion
from the end of 1995. Nonearning and reduced earning receivables increased to
$739 million at June 29, 1996, from $671 million at December 31, 1995.
Write-offs of consumer receivables increased to $397 million for the first half
of 1996, compared with $297 million for the first half of 1995. This increase
was primarily attributable to higher average receivable balances resulting from
a combination of origination volume and acquisitions of businesses and
portfolios and higher delinquencies consistent with overall industry experience.
COMMERCIAL REAL ESTATE LOANS classified as financing receivables were $13.4
billion at June 29, 1996, the same as at year-end 1995. Nonearning and reduced
earning receivables increased to $282 million at June 29, 1996, from $179
million at December 31, 1995. Write-offs of commercial real estate loans were
$18 million for the first half of 1996, compared with $58 million for the first
half of 1995. At June 29, 1996, the commercial real estate portfolio also
included, in other assets, $2.2 billion of assets acquired for resale from
various financial institutions ($2.3 billion at year-end 1995) and $1.8 billion
of investments in real estate ventures ($1.7 billion at year-end 1995).
OTHER FINANCING RECEIVABLES, totaling $40.0 billion at June 29, 1996 ($40.4
billion at December 31, 1995), consisted of a diverse commercial, industrial and
equipment loan and lease portfolio. Nonearning and reduced-earning receivables
decreased to $268 million at June 29, 1996, from $285 million at year-end 1995.
Loans and leases to commercial airlines amounted to $8.7 billion at June 29,
1996, up from $8.3 billion at the end of 1995. On July 15, 1996, the Corporation
announced that it had placed a multi-year order with Airbus Industries for
various aircraft whose list prices exceeded $2.5 billion.
OTHER MATTERS
As 1996 progresses, management continues to believe that vigilant attention to
risk management and controllership and a strong focus on complete satisfaction
of customer needs position it to deal effectively with the increasing
competition in an ever-changing global economy.
6
<PAGE> 9
EXHIBIT 12
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
SIX MONTHS ENDED JUNE 29, 1996
(Unaudited)
<TABLE>
<CAPTION>
RATIO OF
EARNINGS TO
RATIO OF COMBINED
EARNINGS FIXED CHARGES
TO FIXED AND PREFERRED
(Dollar amounts in millions) CHARGES STOCK DIVIDENDS
-------- ---------------
<S> <C> <C>
Net earnings ........................................... $ 1,232 $ 1,232
Provision for income taxes ............................. 556 556
Minority interest in net earnings of consolidated
affiliates ............................................ 42 42
-------- --------
Earnings before provision for income taxes and
minority interest ..................................... 1,830 1,830
-------- --------
Fixed charges:
Interest ........................................... 3,420 3,420
One-third of rentals ............................... 82 82
-------- --------
Total fixed charges .................................... 3,502 3,502
-------- --------
Less capitalized interest, net of amortization ......... 15 15
Earnings before provision for income taxes and
minority interest plus fixed charges .................. $ 5,317 $ 5,317
======== ========
Ratio of earnings to fixed charges ..................... 1.52
========
Preferred stock dividend requirements .................. $ 38
Ratio of earnings before provision for income taxes
to net earnings ....................................... 1.45
Preferred stock dividend on pre-tax basis .............. 55
Fixed charges .......................................... 3,502
--------
Total fixed charges and preferred stock dividend
requirements .......................................... $ 3,557
========
Ratio of earnings to combined fixed charges and
preferred stock dividends ............................. 1.50
========
</TABLE>
For purposes of computing the ratios, fixed charges consist of interest on all
indebtedness and one-third of rentals, which management believes is a reasonable
approximation of the interest factor of such rentals.
7
<PAGE> 10
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. EXHIBITS.
Exhibit 12. Computation of ratio of earnings to fixed charges and
computation of ratio of earnings to combined fixed charges and
preferred stock dividends.
Exhibit 27. Financial Data Schedule (filed electronically only).
b. REPORTS ON FORM 8-K.
A current report on Form 8-K was filed on July 1, 1996, under Item 5 to
disclose that, during the year ended December 31, 1995, the Registrant
completed several business acquisitions, and entered into definitive
agreements to consummate other business acquisitions, which, on an
aggregate basis, were considered significant for purposes of Regulation
S-X. None of the acquisitions were considered significant for purposes
of Regulation S-X on a stand-alone basis.
8
<PAGE> 11
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.
GENERAL ELECTRIC CAPITAL CORPORATION
(Registrant)
Date: August 12, 1996 By: /s/ J.A. Parke
-------------------------------------------
J. A. Parke, Senior Vice President, Finance
(Principal Financial Officer)
Date: August 12, 1996 By: /s/ J.C. Amble
------------------------------------------
J.C. Amble, Vice President and Controller
(Principal Accounting Officer)
9
<PAGE> 12
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
INDEX TO EXHIBITS
EXHIBIT NO. PAGE NO.
12 Computation of ratio of earnings to fixed charges and
computation of ratio of earnings to combined fixed
charges and preferred stock dividends ..................... 7
27 Financial Data Schedule (filed electronically only)
10
