<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
* QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 .........................For the period ended September 30, 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>
PART I. FINANCIAL INFORMATION
RAILCAR TRUST NO. 1992-1
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- -------------
<S> <C> <C>
ASSETS
Cash and cash equivalents....................................... $ 538 $ 490
Restricted cash................................................. 709 17,919
Rent receivable from GE Capital Railcar Associates, Inc......... 12,753 12,753
Prepaid expenses and other...................................... 1,130 1,075
-------- --------
Total current assets......................................... 15,130 32,237
Rental equipment................................................ 825,490 862,825
Deferred financing fees......................................... 2,375 3,051
-------- --------
Total assets.................................................... $842,995 $898,113
======== ========
LIABILITIES AND TRUST EQUITY
Accrued interest and other expenses............................. $ 6,485 $ 7,600
Current maturities of long-term debt............................ 89,381 84,782
-------- --------
Total current liabilities.................................... 95,866 92,382
Long-term debt:
Trust notes.................................................... 665,420 733,663
Secured indebtedness........................................... 30,847 47,456
-------- --------
Total long-term debt......................................... 696,267 781,119
Minority interest in Partnership................................ 9,618 10,119
Trust equity:
Capital distributions in excess of contributions............... (69,355) (68,605)
Cumulative net earnings........................................ 110,599 83,098
-------- --------
Net trust equity............................................. 41,244 14,493
-------- --------
Total liabilities and trust equity.............................. $842,995 $898,113
======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
1
<PAGE>
RAILCAR TRUST NO. 1992-1
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three month periods Nine month periods
ended September 30, ended September 30,
1997 1996 1997 1996
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Rental revenue from GE Capital Railcar
Associates, Inc........................... $ 39,026 $ 38,259 $115,543 $114,776
-------- -------- -------- --------
Operating expenses:
Depreciation......................... (12,445) (12,445) (37,336) (37,336)
General, administrative and other.... (71) (102) (282) (348)
-------- -------- -------- --------
Total operating expenses............. (12,516) (12,547) (37,618) (37,684)
-------- -------- -------- --------
Operating income.......................... 26,510 25,712 77,925 77,092
Interest expense........................... (16,135) (17,906) (49,756) (54,891)
Minority interest.......................... (229) (220) (668) (660)
-------- -------- -------- --------
Net income................................. $ 10,146 $ 7,586 $ 27,501 $ 21,541
======== ======== ======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
2
<PAGE>
RAILCAR TRUST NO. 1992-1
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine month periods ended
September 30,
1997 1996
-------------- ------------
<S> <C> <C>
Operating activities:
Net income............................................... $ 27,501 $ 21,541
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation................................................ 37,336 37,336
Amortized discount on debt and deferred financing fees...... 890 1,011
Income of minority interest................................. 668 660
Changes in assets and liabilities, net:
Restricted cash............................................ 17,210 17,439
Rent receivable from GE Capital Railcar Associates, Inc.... - -
Other..................................................... (1,279) (1,476)
-------- --------
Net cash provided by operating activities................ 82,326 76,511
Financing activities:
Borrowings.................................................... - -
Principal payments on borrowings.............................. (80,362) (75,347)
Distribution to beneficiaries................................. (750) -
Cash contributed.............................................. - -
Distributions to minority interest............................ (1,166) (1,158)
-------- --------
Net cash used in financing activities.................... (82,278) (76,505)
-------- --------
Net increase (decrease) in cash................................ 48 6
Cash and equivalents at beginning of the period................ 490 448
-------- --------
Cash and equivalents at end of the period...................... $ 538 $ 454
======== ========
Supplemental cash flow information:
Interest paid during the period.............................. $ 50,181 $ 55,637
======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE>
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, Additional Rent. A
contingent rental payment for 1995 in the amount of $759 thousand was received
by the Trust. $750 thousand of the Additional Rent was distributed in September
1997 on a prorata basis to the holders of the Beneficial Interests in the Trust;
the remainder was used by the trust to pay expenses. As of September 30, 1997,
an audit of the 1996 contingent rental payment had not been completed 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,
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 1996.
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:
PARTNER INTEREST (%)
Railcar Trust No. 1992-1 98.99 %
GE Railcar Associates, Inc. 1.00 %
GE Railcar Leasing Associates, 0.01 %
Inc.
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.
4
<PAGE>
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.
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>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------------ ----------------
<S> <C> <C>
(IN THOUSANDS)
Rail cars (at cost)............... $1,388,582 $1,388,582
Accumulated depreciation.......... (563,092) (525,757)
----------- -----------
Net Book Value.................... $ 825,490 $ 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>
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Trust notes............................... $ 737,456 $795,645
Secured indebtedness...................... 48,192 70,256
--------- --------
Total debt.............................. 785,648 865,901
Less: Current maturities................. (89,381) (84,782)
--------- --------
Long-term debt.......................... $ 696,267 $781,119
========= ========
</TABLE>
5
<PAGE>
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 $89.4 million at September 30, 1997
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 nine months of 1997 and 1996, on a consolidated basis the Trust
received rental revenues of $115.5 and $114.8 million, respectively, pursuant to
the Leases. Operating income was $77.9 and $77.1 million for the first nine
months of 1997 and 1996, respectively. Interest expense, net, was $49.8 million
and $54.9 million for the first nine 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 $27.5 million and
$21.5 million for the first nine months of 1997 and 1996, respectively.
The Trust generated $81.6 million in cash from operating activities during the
first nine 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, $80.4 million was used in order to reduce borrowings and
$1.2 million was distributed to the minority interests in the Partnership. The
principal amount outstanding under the Assumed Indebtedness was decreased by
$22.1 million to a total of $48.2 million at quarter-end, and the principal
amount outstanding under the Trust Notes was decreased by $58.3 million to a
total amount of $738.1 million at quarter-end.
During the first nine months of 1997, $750 thousand of 1995 Additional Rent was
distributed to the holders of the Beneficial Interests in the Trust.
6
<PAGE>
PART II
ITEM 5. OTHER INFORMATION
The Quarterly Report on Form 10-Q for the quarter ended September 27,
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 September
27, 1997 for General Electric Capital Corporation.
(b) Reports on Form 8-K
none
7
<PAGE>
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.
November 14, 1997 RAILCAR TRUST NO. 1992-1
By: /s/David A. Vanskey,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.
<TABLE>
<CAPTION>
Signature Date
--------- ----
<S> <C>
/s/ David A. Vanskey, Jr. 11/14/97
------------------------------ -------------
David A. Vanskey, Jr.
Assistant Vice President
/s/ Bruce L. Bisson 11/14/97
------------------------------ -------------
Bruce L. Bisson
Vice President
</TABLE>
8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,247
<SECURITIES> 0
<RECEIVABLES> 12,753
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,130
<PP&E> 1,388,582
<DEPRECIATION> 563,092
<TOTAL-ASSETS> 842,995
<CURRENT-LIABILITIES> 95,866
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 41,244
<TOTAL-LIABILITY-AND-EQUITY> 842,995
<SALES> 0
<TOTAL-REVENUES> 115,543
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 37,618
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 49,756
<INCOME-PRETAX> 27,501
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,501
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
<PAGE>
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 September 27, 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 October 23, 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>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <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>
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 NINE MONTHS ENDED
-------------------- --------------------
SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
(In millions) 27, 1997 28, 1996 27, 1997 28, 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
EARNED INCOME .................. $ 8,377 $ 7,008 $ 23,808 $ 18,696
-------- -------- -------- --------
EXPENSES
Interest ....................... 1,832 1,685 5,323 5,075
Operating and administrative ... 3,567 2,583 9,447 6,205
Insurance losses and
policyholder and annuity
benefits ...................... 1,227 821 3,482 2,213
Provision for losses on
financing receivables ......... 371 254 1,020 695
Depreciation and amortization of
buildings and equipment and
equipment on operating leases . 623 556 1,751 1,569
Minority interest in net
earnings of consolidated
affiliates .................... 13 17 27 59
-------- -------- -------- --------
7,633 5,916 21,050 15,816
-------- -------- -------- --------
EARNINGS
Earnings before income taxes ... 744 1,092 2,758 2,880
Provision for income taxes ..... (176) (344) (775) (900)
-------- -------- -------- --------
NET EARNINGS ................... 568 748 1,983 1,980
Dividends ...................... (529) (272) (1,186) (746)
Retained earnings at beginning
of period ..................... 11,436 9,695 10,678 8,937
-------- -------- -------- --------
RETAINED EARNINGS AT END OF
PERIOD ........................ $ 11,475 $ 10,171 $ 11,475 $ 10,171
======== ======== ======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
1
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (Continued).
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CONDENSED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
SEPTEMBER DECEMBER
(In millions) 27, 1997 31, 1996
-------- --------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and equivalents ................................... $ 2,839 $ 3,074
Investment securities .................................. 49,097 44,340
Financing receivables:
Time sales and loans, net of deferred income ......... 61,320 62,832
Investment in financing leases, net of deferred income 38,391 39,575
-------- --------
99,711 102,407
Allowance for losses on financing receivables ........ (2,624) (2,693)
-------- --------
Financing receivables - net ........................ 97,087 99,714
Other receivables - net ................................ 10,684 8,456
Equipment on operating leases (at cost), less
accumulated amortization of $5,726 and $5,625 ......... 18,102 16,134
Intangible assets ...................................... 7,829 7,594
Other assets ........................................... 24,790 21,504
-------- --------
TOTAL ASSETS ..................................... $210,428 $200,816
======== ========
LIABILITIES AND EQUITY
Short-term borrowings .................................. $ 79,594 $ 74,971
Long-term borrowings:
Senior ............................................... 44,320 46,124
Subordinated ......................................... 697 697
Insurance liabilities, reserves and annuity benefits ... 47,443 43,263
Other liabilities ...................................... 12,698 12,084
Deferred income taxes .................................. 7,820 7,472
-------- --------
Total liabilities ................................ 192,572 184,611
-------- --------
Minority interest in equity of consolidated affiliates . 770 679
-------- --------
Capital stock .......................................... 770 770
Additional paid-in capital ............................. 4,080 4,024
Retained earnings ...................................... 11,475 10,678
Unrealized gains on investment securities .............. 894 149
Foreign currency translation adjustments ............... (133) (95)
-------- --------
Total equity ..................................... 17,086 15,526
-------- --------
TOTAL LIABILITIES AND EQUITY ..................... $210,428 $200,816
======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (Continued).
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
--------------------
SEPTEMBER SEPTEMBER
(In millions) 27, 1997 28, 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ........................................... $ 1,983 $ 1,980
Adjustments to reconcile net earnings to cash provided
from operating activities:
Provision for losses on financing receivables ........ 1,020 695
Depreciation and amortization of buildings and
equipment and equipment on operating leases ......... 1,751 1,569
Other - net .......................................... 1,203 1,758
-------- --------
Cash provided from operating activities .......... 5,957 6,002
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in loans to customers ......................... (38,386) (38,262)
Principal collections from customers ................... 36,328 39,080
Investment in assets on financing leases ............... (9,943) (9,249)
Principal collections on financing leases .............. 11,559 8,345
Net decrease (increase) in credit card receivables ..... 2,335 (950)
Buildings and equipment and equipment on
operating leases:
- additions ........................................ (4,617) (4,058)
- dispositions ..................................... 1,867 677
Payments for principal businesses purchased, net of
cash acquired ......................................... (1,532) (2,320)
Purchases of investment securities by insurance
affiliates and annuity businesses ..................... (7,892) (5,396)
Dispositions and maturities of investment securities
by insurance affiliates and annuity businesses ........ 6,828 5,203
Other - net ............................................ (4,456) (3,702)
-------- --------
Cash used for investing activities ............... (7,909) (10,632)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (maturities 90 days or less) .. 6,861 7,312
Newly issued debt - short-term (maturities 91-365 days) 3,240 3,693
- long-term senior .................. 12,099 12,998
Proceeds - non-recourse, leveraged lease debt .......... 129 505
Repayments and other reductions:
- short-term (maturities 91-365 days) (18,486) (17,082)
- long-term senior .................. (861) (780)
Principal payments - non-recourse, leveraged lease debt (262) (227)
Proceeds from sales of investment and annuity contracts 3,334 1,982
Redemption of investment and annuity contracts ......... (3,251) (1,689)
Dividends paid ......................................... (1,186) (746)
Issuance of variable cumulative preferred stock by
consolidated affiliate ................................ 100 125
-------- --------
Cash provided from financing activities .......... 1,717 6,091
-------- --------
(DECREASE) INCREASE IN CASH AND EQUIVALENTS ............ (235) 1,461
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............ 3,074 1,316
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD .................. $ 2,839 $ 2,777
======== ========
</TABLE>
See Notes to Condensed, Consolidated Financial Statements.
3
<PAGE>
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.
4. The Corporation has a noncontrolling investment in the common stock of
Montgomery Ward Holding Corp. ("MWHC"), which, together with its
wholly-owned subsidiary, Montgomery Ward & Co., Incorporated ("MWC"), is
engaged in retail merchandising and direct response marketing (conducted
primarily through Signature Financial/Marketing, Inc. ("Signature"), which
markets consumer club and insurance products). On July 7, 1997, MWHC, MWC
and certain of their affiliates (excluding Signature), filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. As a result,
loans to MWHC and affiliates became "impaired" loans, as defined by
generally accepted accounting principles, because, due to the automatic
stay in bankruptcy, the Corporation is not receiving current interest
payments on its loans and , in management's judgment, it is therefore
probable that the Corporation will be unable to collect all amounts due
according to original contractual terms of the loan agreements (refer to
Management's Discussion and Analysis of Results of Operations, Other
Matters).
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.
OVERVIEW
Net earnings for the nine months of 1997 were $1,983 million, a $3 million
increase over the first nine months 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 $1,926 million, a $2
million 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. Earnings for these businesses were impacted by
higher losses associated with the Corporation's equity investment in Montgomery
Ward Holding Corp. ("MWHC"), (refer to Other Matters below), as well as
increased residual losses on automobiles. These impacts were partially offset by
gains recognized on sales of assets, as well as earnings growth from the
consumer savings and insurance operations, principally reflecting the effects of
acquisitions during 1996. The Specialty Insurance segment also contributed to
the increase in net earnings primarily due to increased premium and investment
income.
OPERATING RESULTS
EARNED INCOME from all sources was $23,808 million for the first nine months of
1997, a 27% increase compared with $18,696 million for the first nine months of
1996.
Earned income from the equipment management, consumer services, mid-market
financing and specialized financing businesses increased $4,651 million (27%)
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
was also impacted by higher losses associated with the Corporation's equity
investment in MWHC, as well as increased residual losses on automobiles. These
impacts were offset by gains recognized on securitizations and other sales of
assets. Earned income of the Specialty Insurance segment increased $457 million
(31%) to $1,909 million for the first nine months of 1997 compared with the
first nine months of 1996 reflecting growth in premium and investment income.
INTEREST EXPENSE for the first nine months of 1997 was $5,323 million, 5% higher
than for the first nine months 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 nine months of 1997 was 6.02% compared with 6.26% in
the first nine months of 1996.
OPERATING AND ADMINISTRATIVE EXPENSES were $9,447 million for the first nine
months of 1997, a 52% increase over the first nine months of 1996. The increase
primarily reflected the inclusion of costs of sales and services of the computer
equipment businesses acquired in the third quarter of 1996. The remainder of the
increase resulted from other costs associated with businesses and portfolios
acquired over the past year and higher investment levels.
INSURANCE LOSSES AND POLICYHOLDER AND ANNUITY BENEFITS increased 57% to $3,482
million for the first nine months of 1997, compared with $2,213 million for the
first nine months 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 $1,020 million for
the first nine months of 1997 from $695 million for the first nine months 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.
5
<PAGE>
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 $182 million (12%) to $1,751 million for the first
nine months of 1997 compared with $1,569 million for the first nine months 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 $775 million for the first nine months of 1997
(an effective tax rate of 28.1%), compared with $900 million for the first nine
months of 1996 (an effective tax rate of 31.3%). The lower provision for income
taxes primarily reflected decreased pre-tax earnings subject to statutory rates
and the impact on the effective tax rate of decreased taxes on foreign earnings
and increased tax credits.
PORTFOLIO QUALITY
THE PORTFOLIO OF FINANCING RECEIVABLES, before allowance for losses, decreased
to $99.7 billion at September 27, 1997 from $102.4 billion at the end of 1996,
principally as a result of securitizations of consumer receivables. Financing
receivables are the financing segment's largest asset and its primary source of
revenues. Related allowances for losses at September 27, 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. Refer to Other Matters for
a discussion of receivables related to MWHC and affiliates. The nonearning and
reduced earning receivable balances and the write-off amounts discussed below
exclude amounts related to MWHC and affiliates.
CONSUMER RECEIVABLES, primarily credit card and personal loans and auto loans
and leases, were $43.4 billion at September 27, 1997, a decrease of $2.8 billion
from the end of 1996. Nonearning receivables increased to $1,010 million at
September 27, 1997, from $926 million at December 31, 1996. Write-offs of
consumer receivables increased to $912 million for the first nine months of
1997, compared with $622 million for the first nine months 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 $11.8
billion at September 27, 1997, compared with $12.1 billion at year-end 1996.
Nonearning and reduced earning receivables increased to $198 million at
September 27, 1997, from $158 million at December 31, 1996. Write-offs of
commercial real estate loans were $21 million for the first nine months of 1997,
compared with $33 million for the first nine months of 1996. At September 27,
1997, the commercial real estate portfolio also included, in other assets, $1.5
billion of assets acquired for resale from various financial institutions ($1.6
billion 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 $44.5 billion at September 27, 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 $219 million at September 27, 1997, compared with $313 million
at year-end 1996.
The Corporation held loans and leases to commercial airlines amounting to $8.4
billion at September 27, 1997, up from $8.2 billion at the end of 1996.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS (Continued).
OTHER MATTERS
The Corporation has a noncontrolling investment in the common stock of
Montgomery Ward Holding Corp. ("MWHC"), which, together with its wholly-owned
subsidiary, Montgomery Ward & Co. Incorporated ("MWC"), is engaged in retail
merchandising and direct response marketing (conducted primarily through
Signature Financial/Marketing, Inc. ("Signature"), which markets consumer club
and insurance products). On July 7, 1997, MWHC, MWC and certain of their
affiliates filed for reorganization under Chapter 11 of the U.S. Bankruptcy
Code.
MWHC reported losses from operations during the first nine months of 1997, and
the Corporation's share of such losses was $582 million before income taxes. The
Corporation recorded its share of losses by reducing its investments in MWHC,
resulting in the writing off of its investments in MWHC common and preferred
stock. In addition to those stock investments, the Corporation has other
investments, primarily inventory financing, that resulted from ordinary course
of business transactions with MWHC and its affiliates. Such investments, after
reduction for the Corporation's share of losses as discussed above, amounted to
approximately $833 million at September 27, 1997. No impairment writedown was
considered necessary for these remaining investments as of September 27, 1997,
although the Corporation has suspended income recognition on these investments.
Management continues to monitor these investments carefully for recoverability.
Subsequent to the MWHC bankruptcy filing, the Corporation announced a $1,000
million Debtor-In-Possession financing commitment ("the commitment"), subject to
certain conditions, to MWHC for the purchase of inventory and to cover other
costs. The Corporation has syndicated a majority of the commitment.
Approximately $71 million of the commitment, which has an administrative
priority in bankruptcy, was utilized as of September 27, 1997.
The Corporation also provides financing to customers of MWHC and affiliates
through the Corporation's wholly-owned affiliates, Montgomery Ward Credit
Corporation and Monogram Credit Card Bank of Georgia. These receivables, which
represent revolving credit card transactions directly with customers of MWHC and
affiliates, aggregated approximately $4,294 million at September 27, 1997,
including $1,718 million that have been sold with recourse by the Corporation's
affiliates. The obligations of customers with respect to these receivables are
not affected by the Chapter 11 bankruptcy filing.
MWHC and its affiliates, under new management in 1997, are continuing their
restructuring efforts as well as developing a plan of reorganization.
Restructuring plans are likely to include the implementation of a revised
merchandising strategy and the closing and/or upgrading of selected retail
stores. Signature is not included in the Chapter 11 bankruptcy filing, and the
possibility of sale of Signature will continue to be evaluated.
7
<PAGE>
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
NINE MONTHS ENDED SEPTEMBER 27, 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 ........................................... $ 1,983 $ 1,983
Provision for income taxes ............................. 775 775
Minority interest in net earnings of consolidated
affiliates ............................................ 27 27
-------- --------
Earnings before provision for income taxes and
minority interest ..................................... 2,785 2,785
-------- --------
Fixed charges:
Interest ............................................. 5,401 5,401
One-third of rentals ................................. 170 170
-------- --------
Total fixed charges .................................... 5,571 5,571
-------- --------
Less interest capitalized, net of amortization ......... 38 38
-------- --------
Earnings before provision for income taxes and minority
interest, plus fixed charges .......................... $ 8,318 $ 8,318
======== ========
Ratio of earnings to fixed charges ..................... 1.49
========
Preferred stock dividend requirements .................. $ 57
Ratio of earnings before provision for income taxes to
net earnings .......................................... 1.39
Preferred stock dividend factor on pre-tax basis ....... 79
Fixed charges .......................................... 5,571
--------
Total fixed charges and preferred stock dividend
requirements .......................................... $ 5,650
========
Ratio of earnings to combined fixed charges and
preferred stock dividends ............................. 1.47
========
</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.
8
<PAGE>
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.
9
<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.
GENERAL ELECTRIC CAPITAL CORPORATION
------------------------------------
(Registrant)
Date: October 24, 1997 By: /s/ J.A. Parke
---------------------------------
J.A. Parke,
Senior Vice President, Finance
(Principal Financial Officer)
Date: October 24, 1997 By: /s/ J.C. Amble
----------------------------------
J.C. Amble,
Vice President and Controller
(Principal Accounting Officer)
10
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
------------- ------
<S> <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>
11
