<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
March 31, 1997
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>
March 31, December 31,
1997 1996
--------- ---------
ASSETS
<S> <C> <C>
Cash and cash equivalents .............................. $ 528 $ 490
Restricted cash ........................................ 1,386 17,919
Rent receivable from GE Capital Railcar Associates, Inc. 12,753 12,753
Prepaid expenses and other ............................. 992 1,075
--------- ---------
Total current assets ............................ 15,659 32,237
Rental equipment ....................................... 850,380 862,825
Deferred financing fees ................................ 2,815 3,051
--------- ---------
Total assets ........................................... $ 868,854 $ 898,113
========= =========
LIABILITIES AND TRUST SURPLUS
Accrued interest and other expenses .................... $ 6,702 $ 7,600
Current maturities of long-term debt ................... 86,154 84,782
--------- ---------
Total current liabilities ....................... 92,856 92,382
Long-term debt:
Trust notes ......................................... 711,006 733,663
Secured indebtedness ................................ 32,081 47,456
--------- ---------
Total long-term debt ............................ 743,087 781,119
Minority interest in Partnership ....................... 9,952 10,119
Trust Surplus:
Capital distributions in excess of contributions .... (68,605) (68,605)
Cumulative net earnings ............................. 91,564 83,098
--------- ---------
Net trust surplus ............................... 22,959 14,493
--------- ---------
Total liabilities and trust surplus .................... $ 868,854 $ 898,113
========= =========
</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 period ended
March 31,
1997 1996
-------- --------
<S> <C> <C>
Rental revenue from GE Capital Railcar Associates, Inc. $ 38,259 $ 38,259
-------- --------
Operating expenses:
Depreciation ....................................... (12,445) (12,445)
General, administrative and other .................. (64) (64)
-------- --------
Total operating expenses ....................... (12,509) (12,509)
-------- --------
Operating income ...................................... 25,750 25,750
Interest expense ...................................... (17,064) (18,668)
Minority interest ..................................... (220) (220)
-------- --------
Net income ............................................ $ 8,466 $ 6,862
======== ========
</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>
Three month period
ended March 31,
1997 1996
-------- --------
<S> <C> <C>
Operating activities:
Net income ................................................... $ 8,466 $ 6,862
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation ............................................. 12,445 12,445
Amortized discount on debt and deferred financing fees ... 308 351
Income of minority interest .............................. 220 220
Changes in assets and liabilities, net:
Restricted cash ........................................ 16,533 17,329
Rent receivable from GE Capital Railcar Associates, Inc. - -
Other .................................................. (866) (1,280)
-------- --------
Net cash provided by operating activities ................ 37,106 35,927
Financing activities:
Principal payments on borrowings ............................. (36,697) (35,484)
Distributions to minority interest ........................... (386) (386)
-------- --------
Net cash used in financing activities .................... (37,083) (35,870)
-------- --------
Net increase in cash ............................................ 23 57
Cash and equivalents at beginning of the period ................. 505 448
-------- --------
Cash and equivalents at end of the period ....................... $ 528 $ 505
======== ========
Supplemental cash flow information:
Interest paid during the period ............................ $ 17,747 $ 19,758
======== ========
</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 (GECC). 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.
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, 1996. 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.
As mentioned above, the Lessee has an annual obligation to make certain
contingent rental payments ("Additional Rent") to the Partnership in addition to
the previously described quarterly fixed rental payments. The Additional Rent
calculation is prepared by the Lessee and is subject to verification by an
independent auditor. As of March 31, 1997, the audit of Additional Rent had not
been completed for 1995 or 1996 and certain components of the Additional Rent
calculation are currently being disputed by the parties to the Leases. Although
management does not expect Additional Rent to be material to the financial
statements of the Partnership for 1995 or 1996, the outcome of this dispute, and
the amount of Additional Rent, if any, that will ultimately be paid to the
Partnership cannot be determined at this time. As a result, no Additional Rent
has been recorded by the Partnership for 1995, 1996 or 1997.
4
<PAGE> 6
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 and 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.
Revenue Recognition: All revenue is recognized as received from the Partnership.
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 (rail cars) are carried at cost, which is
based upon the historical cost of the contributing partners. Rail cars are
depreciated to estimated residual value using the straight-line method over the
term of the leases.
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Rail cars (at cost)............................ $ 1,388,582 $ 1,388,582
Accumulated depreciation ...................... (538,202) (525,757)
----------- -----------
Net Book Value................................. $ 850,380 $ 862,825
========== ===========
</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>
March 31, December 31,
1997 1996
-------- ---------
(IN THOUSANDS)
<S> <C> <C>
Trust notes...................................... $774,925 $ 795,645
Secured indebtedness ............................ 54,316 70,256
-------- ---------
Total debt ................................... 829,241 865,901
Less: Current maturities ........................ (86,154) (84,782)
--------- ---------
Long-term debt................................ $ 743,087 $ 781,119
========= =========
</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 1997.
Debt Maturities and Repayments
Current maturities of long-term debt of $86.2 million at March 31, 1997
represent debt which is being serviced by 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 three months of both 1997 and 1996, on a consolidated basis the
Trust received rental revenues of $38.3 million pursuant to the Leases.
Operating income was $25.8 million for the first three months of both 1997 and
1996. Interest expense, net, was $17.1 million and $18.7 million for the first
three months of 1997 and 1996, respectively. The reduction of interest expense
was due to scheduled repayments of Trust Notes and Assumed Indebtedness.
Consolidated net income of the Trust was $8.5 million and $6.9 million for the
first three months of 1997 and 1996, respectively.
The Trust generated $37.1 million in cash from operating activities during the
first three months of 1997. Those amounts were used to repay the Assumed
Indebtedness and the Trust Notes as payments became due. Of the net cash from
operating activities, $36.7 million was used in order to reduce borrowings and
$.4 million was distributed to the minority interests in the Partnership. The
principal amount outstanding under the Assumed Indebtedness was decreased by
$15.9 million to a total of $54.3 million at quarter-end, and the principal
amount outstanding under the Trust Notes was decreased by $20.8 million to a
total amount of $775.6 million at quarter-end.
During first quarter 1997, 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 March
29, 1997 for General Electric Capital Corporation is hereby
incorporated by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
99 Quarterly Report on Form 10-Q for the quarter
ended March 29, 1997 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.
May 13, 1997 RAILCAR TRUST NO. 1992-1
By: /s/ David A. Vanaskey, 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/ David A. Vanaskey, Jr. May 13, 1997
- -------------------------------------------- -------------------------
David A. Vanaskey, Jr.
Senior Financial Services Officer
/s/ Bruce L. Bisson May 13, 1997
- -------------------------------------------- -------------------------
Bruce L. Bisson
Vice President
8
<PAGE> 10
EXHIBIT INDEX
Exhibits
27 Financial Data Schedule
99 Quarterly Report on Form 10-Q for the quarter ended
March 29, 1997 for General Electric Capital
Corporation.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 528
<SECURITIES> 0
<RECEIVABLES> 12,753
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,659
<PP&E> 1,388,582
<DEPRECIATION> 538,202
<TOTAL-ASSETS> 868,854
<CURRENT-LIABILITIES> 92,856
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 22,959
<TOTAL-LIABILITY-AND-EQUITY> 868,854
<SALES> 0
<TOTAL-REVENUES> 38,259
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,509
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,064
<INCOME-PRETAX> 8,466
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,466
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,466
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<PAGE> 1
EXHIBIT 99
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 March 29, 1997
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 May 12, 1997, 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 1
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
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 ...... 8
PART II - OTHER INFORMATION.
Item 6. Exhibits and Reports on Form 8-K ................. 9
Signatures ..................................................... 10
Index to Exhibits .............................................. 11
</TABLE>
Page 2
<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
--------------------
MARCH 29, MARCH 30,
(In millions) 1997 1996
--------- ---------
<S> <C> <C>
EARNED INCOME .......................................... $ 7,773 $ 5,620
-------- --------
EXPENSES
Interest ............................................... 1,711 1,668
Operating and administrative ........................... 3,025 1,716
Insurance losses and policyholder and annuity benefits . 1,149 615
Provision for losses on financing receivables .......... 312 213
Depreciation and amortization of buildings and equipment
and equipment on operating leases ..................... 565 489
Minority interest in net earnings of consolidated
affiliates ............................................ 13 25
-------- --------
6,775 4,726
-------- --------
EARNINGS
Earnings before income taxes ........................... 998 894
Provision for income taxes ............................. (301) (289)
-------- --------
NET EARNINGS ........................................... 697 605
Dividends .............................................. (317) (244)
Retained earnings at beginning of period ............... 10,678 8,937
-------- --------
RETAINED EARNINGS AT END OF PERIOD ..................... $ 11,058 $ 9,298
======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
Page 3
<PAGE> 4
ITEM 1. FINANCIAL STATEMENTS (Continued).
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CONDENSED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
MARCH 29, DECEMBER 31,
(In millions) 1997 1996
--------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and equivalents ................................... $ 2,655 $ 3,074
Investment securities .................................. 43,901 44,340
Financing receivables:
Time sales and loans, net of deferred income ......... 60,681 62,832
Investment in financing leases, net of deferred income 39,088 39,575
-------- --------
99,769 102,407
Allowance for losses on financing receivables ........ (2,624) (2,693)
-------- --------
Financing receivables - net ........................ 97,145 99,714
Other receivables - net ................................ 9,354 8,456
Equipment on operating leases (at cost), less
accumulated amortization of $5,402 and $5,625 ......... 16,583 16,134
Intangible assets ...................................... 7,475 7,594
Other assets ........................................... 22,031 21,504
-------- --------
TOTAL ASSETS ..................................... $199,144 $200,816
======== ========
LIABILITIES AND EQUITY
Short-term borrowings .................................. $ 75,730 $ 74,971
Long-term borrowings:
Senior ............................................... 43,236 46,124
Subordinated ......................................... 697 697
Insurance liabilities, reserves and annuity benefits ... 44,051 43,263
Other liabilities ...................................... 11,632 12,084
Deferred income taxes .................................. 7,512 7,472
-------- --------
Total liabilities ................................ 182,858 184,611
-------- --------
Minority interest in equity of consolidated affiliates . 789 679
-------- --------
Capital stock .......................................... 770 770
Additional paid-in capital ............................. 4,033 4,024
Retained earnings ...................................... 11,058 10,678
Unrealized (losses) gains on investment securities ..... (235) 149
Foreign currency translation adjustments ............... (129) (95)
-------- --------
Total equity ..................................... 15,497 15,526
-------- --------
TOTAL LIABILITIES AND EQUITY ..................... $199,144 $200,816
======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
Page 4
<PAGE> 5
ITEM 1. FINANCIAL STATEMENTS (Continued).
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------
MARCH 29, MARCH 30,
(In millions) 1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ........................................... $ 697 $ 605
Adjustments to reconcile net earnings to cash provided
from operating activities:
Provision for losses on financing receivables ........ 312 213
Depreciation and amortization of buildings and
equipment and equipment on operating leases ......... 565 489
Other - net .......................................... 176 49
-------- --------
Cash provided from operating activities .......... 1,750 1,356
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in loans to customers ......................... (10,362) (11,391)
Principal collections from customers ................... 10,250 11,876
Investment in assets on financing leases ............... (3,880) (2,914)
Principal collections on financing leases .............. 3,924 2,908
Net decrease in credit card receivables ................ 1,453 172
Buildings and equipment and equipment on
operating leases:
- additions ...................................... (1,280) (1,362)
- dispositions ................................... 347 348
Payments for principal businesses purchased, net of
cash acquired ......................................... (27) (88)
Purchases of investment securities by insurance
affiliates and annuity businesses ..................... (2,735) (1,628)
Dispositions and maturities of investment securities by
insurance affiliates and annuity businesses ........... 2,709 1,311
Other - net ............................................ (1,234) (1,280)
-------- --------
Cash used for investing activities ............... (835) (2,048)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (maturities 90 days or less) .. 1,811 (1,458)
Newly issued debt - short-term (maturities 91-365 days) 963 882
- long-term senior .................. 3,700 7,102
Proceeds - non-recourse, leveraged lease debt .......... -- 236
Repayments and other reductions:
- short-term (maturities 91-365 days) (7,418) (4,879)
- long-term senior .................. (331) (314)
Principal payments - non-recourse, leveraged lease debt (129) (103)
Proceeds from sales of investment and annuity contracts 873 148
Redemption of investment and annuity contracts ......... (586) (463)
Dividends paid ......................................... (317) (244)
Issuance of variable cumulative preferred stock by
consolidated affiliate ................................ 100 --
-------- --------
Cash (used for) provided from financing activities (1,334) 907
-------- --------
(DECREASE) INCREASE IN CASH AND EQUIVALENTS ............ (419) 215
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............ 3,074 1,316
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD .................. $ 2,655 $ 1,531
======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
Page 5
<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. The Corporation has adopted Statement of Financial Accounting Standards
("SFAS") No. 125, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities. Among other things, this
Statement distinguishes transfers of financial assets that are sales from
transfers that are secured borrowings, based on control of the transferred
assets. SFAS No. 125 applies to all transactions occurring after December
31, 1996; thus, adoption did not have an effect on the financial position
or results of operations of the Corporation.
Page 6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.
OVERVIEW
Net earnings for the first quarter of 1997 were $697 million, a $92 million
(15%) increase over the first quarter of 1996. The Corporation's contribution to
its parent, General Electric Capital Services, Inc. ("GECS"), after payment of
dividends on its variable cumulative preferred stock, was $679 million, a $93
million (16%) increase over the comparable 1996 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 increase in net earnings for these businesses
principally resulted from a higher average level of invested assets as well as
increased financing spreads, reflecting both higher yields and lower borrowing
rates. Earnings growth from the consumer savings and insurance operations also
contributed to the increase in net earnings, principally reflecting the effects
of acquisitions during 1996. These increases were partially offset by higher
losses associated with the Corporation's equity investment in Montgomery Ward
Holding Corp. The Specialty Insurance segment added to the increase in net
earnings primarily due to increased premium and investment income.
OPERATING RESULTS
EARNED INCOME from all sources was $7,773 million for the first quarter of 1997,
a 38% increase compared with $5,620 million for the first quarter of 1996.
Earned income from the equipment management, consumer services, mid-market
financing and specialized financing businesses increased $2,077 million (40%)
over the comparable prior-year period. A significant portion of this increase
was the contribution provided by the computer equipment businesses and the
consumer savings and insurance businesses acquired during 1996. The increase
also reflected a higher average level of invested assets, resulting from both
origination volume and acquisitions of portfolios and businesses. Earned income
of the Specialty Insurance segment increased $104 million (22%) to $571 million
for the first quarter of 1997 compared with the first quarter of 1996 reflecting
growth in premium and investment income.
INTEREST EXPENSE for the first quarter of 1997 was $1,711 million, 3% higher
than for the first quarter of 1996. The increase reflected the effects of higher
average borrowings used to finance asset growth, offset by the effects of lower
average interest rates. The composite interest rate on the Corporation's
borrowings for the first quarter of 1997 was 6.02% compared with 6.38% in the
first quarter of 1996.
OPERATING AND ADMINISTRATIVE EXPENSES were $3,025 million for the first quarter
of 1997, a 76% increase over the first quarter of 1996. The increase primarily
reflected costs associated with businesses and portfolios acquired over the past
year and higher investment levels. Included in this increase are costs of sales
and services of the computer equipment businesses acquired in 1996.
INSURANCE LOSSES AND POLICYHOLDER AND ANNUITY BENEFITS increased 87% to $1,149
million for the first quarter of 1997, compared with $615 million for the first
quarter of 1996. The increase primarily reflected the consumer savings and
insurance businesses acquired in 1996 and growth in origination volume.
PROVISION FOR LOSSES ON FINANCING RECEIVABLES increased to $312 million for the
first quarter of 1997 from $213 million for the first quarter of 1996. These
provisions principally related to private-label and bank credit cards in the
Consumer Services segment which are discussed below under Portfolio Quality. The
increase principally reflects higher average receivable balances as well as
increased delinquencies in the consumer portfolio, consistent with industry
experience.
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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 $76 million (15%) to $565 million for the first
quarter of 1997 compared with $489 million for the first quarter of 1996. The
increase was principally the result of higher levels of equipment on operating
leases, primarily reflecting a shift in auto lease volume from financing leases
to operating leases as well as origination volume and acquisition growth.
PROVISION FOR INCOME TAXES was $301 million for the first quarter of 1997 (an
effective tax rate of 30.2%), compared with $289 million for the first quarter
of 1996 (an effective tax rate of 32.3%). The higher provision for income taxes
reflected increased pre-tax earnings subject to statutory rates. The decrease in
the 1997 effective tax rate resulted primarily from increased tax credits and
decreases in taxes on non-U.S. income.
CAPITAL RESOURCES AND LIQUIDITY
Other Assets includes $228 million at March 29, 1997, representing the
Corporation's noncontrolling investment in common stock of Montgomery Ward
Holding Corp. ("MWHC"), down from $314 million at December 31, 1996. During the
first quarter of 1997, MWHC reported losses from operations, and the
Corporation's investment was reduced for its share of such losses. In addition
to the investment in MWHC common stock, the Corporation engages in various
ordinary course of business financing transactions with MWHC and affiliates. At
March 29, 1997, such investments, primarily financing receivables from MWHC and
affiliates, amounted to approximately $880 million, an increase of $133 million
from December 31, 1996, primarily resulting from increased inventory financing.
These investments were all performing in accordance with their terms at March
29, 1997. No impairment writedown was considered necessary for investments in or
financing receivables with MWHC and affiliates at March 29, 1997. In addition to
the direct transactions with MWHC and affiliates, the Corporation also provides
financing to customers of MWHC and affiliates through GE Capital's wholly-owned
affiliate, Montgomery Ward Credit Corporation.
PORTFOLIO QUALITY
THE PORTFOLIO OF FINANCING RECEIVABLES, before allowance for losses, decreased
to $99.8 billion at March 29, 1997 from $102.4 billion at the end of 1996.
Financing receivables are the financing segment's largest asset and its primary
source of revenues. Related allowances for losses at March 29, 1997, aggregated
$2.6 billion (2.63% of receivables - the same as at the end of 1996) 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 and "reduced earning" receivables are commercial 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 $44.5 billion at March 29, 1997, a decrease of $1.7 billion
from the end of 1996. Nonearning receivables increased to $939 million at March
29, 1997, from $926 million at December 31, 1996. Write-offs of consumer
receivables increased to $293 million for the first quarter of 1997, compared
with $190 million for the first quarter of 1996. This increase was primarily
attributable to higher average receivable balances resulting from a combination
of origination volume and acquisitions of businesses and portfolios as well as
higher delinquencies, consistent with overall industry experience.
COMMERCIAL REAL ESTATE LOANS classified as financing receivables were $11.9
billion at March 29, 1997, compared with $12.1 billion at year-end 1996.
Nonearning and reduced earning receivables increased to $179 million at March
29, 1997, from $158 million at December 31, 1996. Write-offs of commercial real
estate loans were $6 million for the first quarter of 1997, compared with $10
million for the first quarter of 1996. At March 29, 1997, the commercial real
estate portfolio also included, in other assets, $1.6 billion of assets acquired
for resale from various financial institutions (the same as at year-end 1996)
and $2.4 billion of investments in real estate ventures ($2.5 billion at
year-end 1996).
OTHER FINANCING RECEIVABLES, totaling $43.4 billion at March 29, 1997 ($44.1
billion at December 31, 1996), consisted of a diverse commercial, industrial and
equipment loan and lease portfolio. Related nonearning and reduced-earning
receivables were $290 million at March 29, 1997, compared with $313 million at
year-end 1996.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
(Continued).
The Corporation held loans and leases to commercial airlines amounting to $8.4
billion at March 29, 1997, up from $8.2 billion at the end of 1996.
OTHER MATTERS
As 1997 progresses, management continues to believe that vigilant attention to
risk management and controllership and a strong focus on quality - complete
satisfaction of customer needs - position it to deal effectively with the
increasing competition in an ever-changing global economy.
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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
THREE MONTHS ENDED MARCH 29, 1997
(Unaudited)
<TABLE>
<CAPTION>
RATIO OF
EARNINGS
TO
COMBINED
FIXED
RATIO OF CHARGES
EARNINGS AND
TO PREFERRED
FIXED STOCK
(Dollar amounts in millions) CHARGES DIVIDENDS
-------- --------
<S> <C> <C>
Net earnings ........................................... $ 697 $ 697
Provision for income taxes ............................. 301 301
Minority interest in net earnings of consolidated
affiliates ............................................ 13 13
-------- --------
Earnings before provision for income taxes and
minority interest ..................................... 1,011 1,011
-------- --------
Fixed charges:
Interest ............................................. 1,736 1,736
One-third of rentals ................................. 48 48
-------- --------
Total fixed charges .................................... 1,784 1,784
-------- --------
Less interest capitalized, net of amortization ......... 12 12
-------- --------
Earnings before provision for income taxes and minority
interest, plus fixed charges .......................... $ 2,783 $ 2,783
======== ========
Ratio of earnings to fixed charges ..................... 1.56
========
Preferred stock dividend requirements .................. $ 18
Ratio of earnings before provision for income taxes to
net earnings .......................................... 1.43
Preferred stock dividend factor on pre-tax basis ....... 26
Fixed charges .......................................... 1,784
--------
Total fixed charges and preferred stock dividend
requirements .......................................... $ 1,810
========
Ratio of earnings to combined fixed charges and
preferred stock dividends ............................. 1.54
========
</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.
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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.
None.
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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: May 13, 1997 By: /s/ J.A. Parke
-------------------------------------
J.A. Parke,
Senior Vice President, Finance
(Principal Financial Officer)
Date: May 13, 1997 By: /s/ J.C. Amble
-------------------------------------
J.C. Amble,
Vice President and Controller
(Principal Accounting Officer)
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GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
----------- ----
<S> <C> <C>
12 Computation of ratio of earnings to fixed
charges and computation of ratio of earnings
to combined fixed charges and preferred stock
dividends ................................... 8
27 Financial Data Schedule (filed electronically only)
</TABLE>
Page 13
