AT&T CAPITAL CORP /DE/
10-Q/A, 1997-09-18
FINANCE SERVICES
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549

                          FORM 10-Q/A (Amendment No. 1)

            (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter Ended June 30, 1997

            ( )  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 1-11237

                           AT&T CAPITAL CORPORATION

          A DELAWARE                             I.R.S. EMPLOYER
          CORPORATION                            NO. 22-3211453

            44 Whippany Road, Morristown, New Jersey 07962-1983

                      Telephone Number 201-397-3000

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
   -----      -----


    No voting stock of this registrant is held by any non-affiliates of the
registrant. At July 31, 1997, 90,337,379 shares of the registrant's Common
Stock, par value $.01 per share, were issued and outstanding.



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<PAGE>
2                                                                    FORM 10 Q/A




The undersigned registrant hereby amends Item 2 ("Management's Discussion and
Analysis of Financial Condition and Results of Operations") of its Form 10-Q
filed with the Securities and Exchange Commission on August 13, 1997, for the
quarter ended June 30, 1997, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

The following changes have been made within the "Results of Operations" of Item
2:

        For the three months ended June 30,1997 versus June 30, 1996 discussion
of capital lease revenue (page 4):

"The decrease in the average portfolio was primarily due to the $3.0 billion
securitization in the fourth quarter of 1996 involving primarily capital
leases." was changed to "The decrease in the average portfolio was primarily due
to the $3.1 billion securitization in the fourth quarter of 1996 involving
primarily capital leases."

        For the six months ended June 30,1997 versus June 30, 1996 discussion of
capital lease revenue (page 7):

"The decrease in the average portfolio was principally due to the $3.0 billion
securitization in the fourth quarter of 1996 involving primarily capital
leases." was changed to "The decrease in the average portfolio was principally
due to the $3.1 billion securitization in the fourth quarter of 1996 involving
primarily capital leases."

The entire text of Item 2, reflecting the aforementioned correction, is set
forth in the pages attached hereto.



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<PAGE>
3                                                                    FORM 10 Q/A



                    AT&T CAPITAL CORPORATION AND SUBSIDIARIES

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

FORWARD LOOKING STATEMENTS

        When included in this Quarterly Report on Form 10-Q, the words, "will",
"should", "expects", "intends", "anticipates", "estimates" and similar
expressions, among others, identify forward looking statements for purposes of
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"). Such statements, which include statements contained in this
Item 2, inherently are subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those set forth in such
statements. Such risks, many of which are beyond the control of AT&T Capital
Corporation (the "Company"), and uncertainties include, among others, those
described under "Risk Factors" included in Item 7 of the Company's 1996 Annual
Report on Form 10-K. These forward looking statements are made only as of the
date of this Quarterly Report on Form 10-Q. The Company expressly disclaims any
obligation or undertaking to release any update or revision to any forward
looking statement contained herein to reflect any change in the Company's
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.

RESULTS OF OPERATIONS

Three months ended June 30, 1997 vs. June 30, 1996

     Unless otherwise indicated, all period to period comparisons represent
activity or balances at or for the three months ended June 30, 1997 versus June
30, 1996.

     Net income of $15.2 million decreased $22.6 million, or 59.8%. Second
quarter 1997 net income was lower due to the decreased level of capital lease
revenue as a result of the recent increased level of securitization activity,
higher interest expense associated with higher leverage, a lower level of sales
of off-lease equipment, and distributions on Preferred Securities (as defined
herein). The securitization of $3.1 billion of assets in the fourth quarter of
1996, higher leverage and distributions on Preferred Securities resulting from
the Company's recapitalization in connection with its merger in the fourth
quarter of 1996 (the "Merger"), reduced net income by approximately $30-$35
million. Somewhat offsetting these factors were increases in revenue from
securitizations and loan sales, operating lease margin and other revenue.




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<PAGE>
4                                                                    FORM 10 Q/A


      In light of the Company's significant securitization during the fourth
quarter of 1996, coupled with the Company's post-Merger recapitalization,
management expects 1997 quarterly income results to continue to be significantly
less than the comparable 1996 periods. However, management expects 1997 earnings
performance to continue to improve as the Company more fully transitions to its
new financing strategy of securitizing one-third of its annual volumes.

      Finance revenue of $54.8 million increased $5.1 million, or 10.4%. An
11.0% increase in the average net finance receivables accounted for $5.5 million
of the increase, while the decrease in the average yield to 10.15% from 10.21%
offset this increase by $0.4 million. Increases in the finance receivables
portfolio were generated primarily through growth in the large-ticket structured
finance and small-ticket portfolios. The decline in yield was experienced by
many of the Company's businesses and relates to increased competitive pressures
and the mix of the assets recently securitized (see below for a discussion of
the impact of securitizations on yields). In addition, a few large nonearning
accounts are also depressing the overall yield. See "Credit Quality" for a
discussion of these accounts.

     Capital lease revenue of $90.0 million decreased $70.9 million, or 44.1%,
due primarily to a 42.4% decrease in the average net capital lease portfolio.
The decrease in the average portfolio was primarily due to the $3.1 billion
securitization in the fourth quarter of 1996 involving primarily capital leases.
The overall yield on capital leases decreased from 10.4% to 10.0%. The reduction
in yields occurred for several reasons including the effects of securitizing
higher yielding assets, run-off of relatively higher yielding leases and
competitive pressures. The Company's securitizations have generally included
small-ticket products having higher yields and margins as compared to larger
ticket products. Therefore, as securitizations occur, the proportion of these
higher yielding products in the Company's owned portfolio is reduced causing a
decrease in yields. Higher yields are not necessarily associated with higher
profitability, since these assets commonly carry higher credit provisions and
servicing costs.

     Rental revenue on operating leases of $200.3 million increased $32.9
million, or 19.7%. Depreciation expense on operating leases of $133.2 million
increased $23.6 million, or 21.6%. Rental revenue less associated depreciation
("operating lease margin") was $67.2 million, or 33.5% of rental revenue,
compared with $57.9 million, or 34.6% of rental revenue for the comparable prior
year period. The decreased operating lease margin relates primarily to increased
depreciation on certain telecommunications equipment in lease renewal coupled
with a slightly lower utilization rate of testing and diagnostic equipment.

     Net interest margin (finance revenue, capital lease revenue and rental
revenue, less depreciation on operating leases and interest expense) ("margin")
was $103.1 million or 5.73% of average net portfolio assets. This compares with
a margin of $151.9 million or 6.54% for the same period last year. The reduced
margin of $48.8 million is due to lower portfolio revenue and higher interest
expense resulting from higher leverage associated with the Company's post-Merger
recapitalization, offset by lower interest expense associated with carrying a
lower level of portfolio assets. Average net portfolio assets of $7.2 billion
were $2.2 billion



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5                                                                    FORM 10 Q/A



lower than the comparative prior year  quarter  resulting  in a  decrease  in
portfolio revenue of approximately $61.6  million. A slight increase in the
overall portfolio yield to 11.79% from 11.50%, due to a shift in the mix toward
operating leases, offset the decrease in revenue by approximately $5.2 million.
The Company's post-Merger recapitalization includes higher debt relative to
assets, and the interest expense associated with carrying such higher relative
debt reduced the second quarter's margin by approximately $21.0 million. The
lower level of debt associated with a smaller asset base decreased interest
expense by approximately $28.6 million.

      Revenue from sales of equipment of $12.6 million decreased 58.0% from
$29.9 million. Similarly, cost of equipment sales of $11.4 million decreased
from $24.6 million. Equipment sales revenue less associated cost of equipment
sales ("equipment sales margin") was $1.1 million, or 9.1% of equipment sales
revenue this quarter and $5.3 million, or 17.6% in the prior year quarter. The
drop in both equipment sales revenue and margin highlights the unusually strong
results attained in the previous year's second quarter. During 1996, equipment
sales and margin were bolstered by strong demand for mainframes and emerging
technology equipment. Volume and profitability from equipment sales tend to
follow customer behavior and generally are difficult to predict.

      Securitization and loan sales revenue increased $18.3 million to $21.4
million. Higher securitization revenue accounted for $14.8 million of the
increase, with the remaining increase of $3.5 million attributable to higher
loan sales revenue. Higher securitization and loan sales revenue was generated
through the sale of $317.3 million of loans and leases in the second quarter of
1997 compared with $33.1 million in 1996.

     Other revenue of $57.3 million increased $7.6 million, or 15.4%. Service
revenue more than doubled, up from $4.0 million to $10.1 million in 1997,
reflecting a higher managed asset base. Fee income of $5.3 million grew from the
$2.8 million earned in the prior year as a result of providing software
development services. Somewhat offsetting these improvements was a $4.2 million
decrease in gain on asset sales of $20.4 million primarily as a result of
decreases in the automotive business due to competitive pressures.

     Average borrowings outstanding of $6.8 billion decreased 5.9%, or $.4
billion. This decrease was primarily due to a decrease in asset volume as a
result of increased securitization activity. Interest expense of $108.9 million
decreased 6.6%, or $7.6 million. The higher relative proportion of debt to
assets contributed approximately $21.0 million in higher interest, which was
more than offset by approximately $28.6 million reduction to interest primarily
resulting from carrying fewer assets. The Company's average cost of debt of
6.41% was down slightly from 6.46% in the prior year. The Company issued medium
and long term debt in the second quarter at an average rate of 6.51%, compared
to debt maturing at an average rate of 6.3%.

     Operating and administrative ("O&A") expenses of $130.7 million increased
$4.7 million, or 3.7%. Higher expenses are predominantly due to managing a
higher level of owned and managed assets. As a percentage of owned and managed
assets, second quarter annualized O&A expenses were 4.03% and 4.11% at June 30,
1997 and 1996, respectively. The Company's goal is



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6                                                                    FORM 10 Q/A



to reduce this ratio to 3.5% in a few  years. (Please  refer  to the  first
paragraph of Management's Discussion and Analysis of Financial  Condition and
Results of Operations, "Forward Looking Statements" for a discussion of the
risks inherent in forward looking statements.)

     See "Credit Quality" below for a discussion of the provision for credit
losses.

      The accompanying consolidated statement of income for the current period
includes $4.5 million of quarterly distributions paid on trust originated,
Company-obligated preferred securities of subsidiary. These distributions relate
to $200 million of preferred securities issued in connection with the
recapitalization associated with the Merger (the "Preferred Securities").

     The effective income tax rates were 39.2% and 37.7% for the second quarters
of 1997 and 1996, respectively. The increase in the overall rate is due to
higher effective state and foreign tax rates.

      The Company has continued to expand its non-AT&T/Lucent/NCR business. For
the second quarter of 1997, non-AT&T/Lucent/NCR businesses represented 74.0%,
65.2% and 8.9% of the Company's total assets, revenues and net income,
respectively. That compares to 67.2%, 62.7% and 27.8%, of the Company's total
assets, revenues and net income, respectively, for the second quarter of 1996.
The decrease in non-AT&T/Lucent/NCR net income is consistent with lower
portfolio revenue generated from lower average net portfolio assets (as a result
of the $3.1 billion securitization in the fourth quarter of 1996), increased
costs incurred in connection with the foreign businesses (largely
non-AT&T/Lucent/NCR) and lower relative securitization gains compared to
AT&T/Lucent/NCR related gains. The Company anticipates ongoing securitization
activity equal to approximately one-third of the Company's total annual
financing volumes. As a result, the assets, revenues and net income/(loss) of
the non-AT&T/Lucent/NCR business will vary depending upon the mix of assets
securitized. (Please refer to the first paragraph of Management's Discussion and
Analysis of Financial Condition and Results of Operations, "Forward Looking
Statements" for a discussion of the risks inherent in forward looking
statements.)

Six months ended June 30, 1997 versus June 30, 1996

     Unless otherwise indicated, all period to period comparisons represent
balances or activity at or for the six months ended June 30, 1997 versus June
30, 1996, respectively.

     Net income of $22.6 million decreased 69.8% from $74.8 million. Net income
was lower due to the decreased level of capital lease revenue as a result of the
recent increased level of securitization activity, higher interest expense
associated with higher leverage and distributions on Preferred Securities. The
impact of securitizing $3.1 billion of assets in the fourth quarter of 1996,
higher leverage and the distributions on Preferred Securities resulting from the
Company's recapitalization in connection with the Merger, reduced net income by
approximately $65-$75 million. Somewhat offsetting these factors were increases
in revenue from securitizations and loan sales, other revenue and operating
lease margin.



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7                                                                    FORM 10 Q/A



     Finance revenue of $109.2 million increased 12.6% from $97.0 million. The
14.5% increase in average net finance receivables accounted for $14.0 million of
the increase. A slightly lower yield of 10.09% from 10.26% offset $1.8 million
of the increase. The growth in the portfolio was primarily due to the increase
in the large-ticket structured finance and small-ticket portfolios. The
reduction in yield is due to the same factors described in the three months
ended June 30, 1997 discussion.

     Capital lease revenue of $180.7 million decreased 44.1% from $323.2 million
due primarily to a 41.3% decrease in the average net capital lease portfolio.
The decrease in the average portfolio was principally due to the $3.1 billion
securitization in the fourth quarter of 1996 involving primarily capital leases.

     Revenue on operating leases of $397.1 million increased 22.0% and
depreciation expense on operating leases of $265.2 million increased 25.1%.
Operating lease margin was $131.9 million, or 33.2% of rental revenue compared
with $113.5 million, or 34.9% of rental revenue. Refer to the three month
discussion of operating lease revenue for a discussion of the variance.

     Net interest margin of $207.6 million or 5.74% of average net portfolio
assets decreased from $303.6 million or 6.55% in the prior year. The reduced
margin of $96.0 million is due to lower portfolio revenue, higher relative
interest expense associated with the Company's post-Merger capitalization
structure, offset by lower interest expense associated with carrying a lower
level of portfolio assets. Average net portfolio assets of $7.2 billion were
$2.0 billion lower than the comparative prior year generating lower portfolio
revenue of approximately $117.3 million. A slight increase in the overall
portfolio yield of 11.66% from 11.51%, due to a shift in the mix toward
operating leases, offset the revenue drop by approximately $5.4 million. The
Company's post-Merger recapitalization resulted in higher leverage. The interest
expense associated with carrying such higher relative debt reduced the margin by
approximately $42.0 million. The lower level of debt associated with a smaller
asset base decreased interest expense by $57.9 million.

     Revenue from sales of equipment of $20.7 million decreased 57.3% from $48.6
million. Similarly, cost of equipment sales of $18.6 million decreased 54.1%
from $40.7 million. Equipment sales margin of $2.1 million, or 10.1% of revenue
from sales of equipment decreased from $7.9 million, or 16.3%. Refer to the
three month discussion of results for a discussion of lower equipment sales
revenue and margin.

     Securitization and loan sales revenue increased $24.1 million to $34.4
million. Higher securitization revenue accounted for $19.0 million of the
increase, with the remaining increase of $5.1 million attributable to higher
loan sales revenue. Higher securitization and loan sales revenue was generated
through the sale of $708.6 million of loans and leases in the six months ended
June 30, 1997 compared to $130.9 million for the prior year.

     Other revenue increased 21.0% to $115.2 million from $95.3 million. Service
revenue more than doubled from $8.5 million to $19.8 million. Fee income of
$10.3 million increased $5.1 million from $5.2 million. Refer to 



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<PAGE>
8                                                                    FORM 10 Q/A


the three month discussion of other revenue for explanation of these increases.

     Average borrowings outstanding of $6.7 billion decreased 5.2%, or $.4
billion. This decrease was primarily due to a smaller asset base as a result of
increased securitization activity. Interest expense of $214.2 million decreased
6.9%, or $15.9 million. The higher relative proportion of debt to assets
contributed $42.0 million in higher interest, which was more than offset by the
$57.9 million reduction to interest resulting from carrying fewer assets.

        O&A expenses of $267.0 million increased 7.5% from $248.4 million. This
increase was due to increased costs associated with managing a higher level of
assets. Total owned and managed assets of $13.0 billion grew 5.8% from the $12.3
billion reported at June 30, 1996. As a percent of owned and managed assets,
annualized O&A expenses of 4.12% were up slightly from 4.05% at June 30, 1996.
In addition to servicing a larger portfolio, certain technology systems
investments and costs relating to the Company's separation from AT&T have
contributed to the increase in the O&A ratio.

       See "Credit Quality" below for a discussion of the provision for credit
losses.

      The accompanying consolidated statement of income for the current period
includes $9.1 million of distributions paid on $200 million of Preferred
Securities.

     The Company's effective income tax rate of 39.3% increased from 37.8%.
Refer to the three month discussion for the explanation of the increase.

       Non-AT&T/Lucent/NCR businesses represented 74.0%, 63.9% and (30.9%) of
the total assets, revenues and net income, respectively. That compares to 67.2%,
61.8% and 28.4%, respectively. The 1997 non-AT&T/Lucent/NCR net loss is
consistent with lower portfolio revenue generated from lower average net
portfolio assets (as a result of the $3.1 billion securitization in the fourth
quarter of 1996), increased costs incurred in connection with the foreign
businesses (largely non-AT&T/Lucent/NCR) and lower relative securitization gains
compared to AT&T/Lucent/NCR related gains. Refer to the three month discussion
for a description of certain factors affecting the non-AT&T/Lucent/NCR results.

CREDIT QUALITY

     The active management of credit losses is an important element of the
Company's business. The Company seeks to minimize its credit risk through
diversification of its portfolio assets by customer, industry segment,
geographic location and maturity. The Company's financing activities have been
spread across a wide range of equipment types (e.g., telecommunications, general
equipment (such as general office, manufacturing and medical equipment),
information technology and transportation) and real estate and a large number of
customers located throughout the United States and, to a lesser extent, abroad.



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9                                                                    FORM 10 Q/A



The following chart (dollars in millions) reflects the Company's portfolio
credit performance indicators:


<TABLE>
<CAPTION>

                                                      At                At
                                                   June 30,         December 31,
                                                1997       1996        1996
- ---------------------------------------------------------------------------------
<S>                                            <C>       <C>         <C>   
Allowance for credit losses                    $155.6    $238.6      $169.0
Allowance for credit losses/Portfolio assets      2.12%     2.44%       2.30%
Non-accrual assets                             $150.2    $150.3      $135.1
Non-accrual assets/Portfolio assets               2.05%     1.54%       1.84%
Net charge-offs*/Portfolio assets                 1.08%      .55%       1.17%
Delinquency-owned assets
 (two months or greater)                          2.77%     1.99%       2.56%
Delinquency-owned and securitized assets
 (two months or greater)                          2.49%     2.09%       2.18%
</TABLE>

(*) Net charge-offs are based upon the twelve months ended June 30, 1997 and
1996 and December 31, 1996.

     The 1997 second quarter provision for credit losses of $22.7 million
decreased $.5 million, or 2.4% compared to the second quarter of 1996. For the
first half of 1997, the provision for credit losses of $46.0 million reflects a
5.3% decrease over the prior years. These decreases are consistent with the
decrease in small-ticket assets as a result of continuing securitization
activity. Generally, the relative provisions recorded on medium and large-ticket
transactions are lower than small-ticket assets.

        The increase in the ratio of net charge-offs/portfolio assets over the
second quarter of 1996 is reflective of an $11.2 million write-off of a large
financing taken in the third quarter of 1996.

        The decrease in the allowance for credit losses and related ratio is due
to the decrease in portfolio assets and the portfolio shift away from
small-ticket assets.

        The increase in nonaccrual assets to portfolio assets over June 30, 1996
is primarily due to a $27.1 million project finance transaction.

        The increase in the delinquencies since year-end and June 30, 1996 of
both owned and owned and managed assets, is primarily due to the project finance
transaction discussed above.

     The Company maintains an allowance for credit losses at a level management
believes is adequate to cover estimated losses in the portfolio based on a
review of historical loss experience, a detailed analysis of delinquencies and
problem portfolio assets, and an assessment of probable losses in the portfolio,
as a whole, given its diversification. Management



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10                                                                   FORM 10 Q/A


also takes into consideration the potential impact of existing and anticipated
economic conditions.

FINANCIAL CONDITION

      Net portfolio assets remained flat at $7.2 billion at June 30, 1997
compared to December 31, 1996. In the first half of 1997, the Company
securitized $453.5 million of capital leases and $165.3 million of finance
receivables. Capital leases decreased $88.7 million, which reflects the impact
of the securitization offset, in part, by new capital lease originations.
Finance receivable originations in the first half of 1997 offset the effect of
securitizations, keeping finance receivables flat at $2.1 billion. The increase
of $75.0 million in operating leases to $1.5 billion was experienced by many of
the Company's businesses.

      The total owned and managed portfolio assets at June 30, 1997 of $13.0
billion increased slightly from $12.9 at December 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

     In the first six months of 1997, the Company issued short-term debt of
$24.6 billion and repaid $24.8 billion (principally commercial paper) and issued
medium and long-term debt of $1.8 billion and repaid $1.4 billion. In the first
six months of 1996, the Company issued commercial paper of $12.6 billion and
made repayments of $12.6 billion and issued medium and long-term debt of $1.3
billion and repaid $.7 billion.

     During the six month periods ended June 30, 1997 and 1996, principal
collections from customers, proceeds from securitized receivables and loan sales
aggregating $2.5 billion and $2.2 billion were received, respectively. These
receipts were primarily used for finance receivables and lease equipment
purchases of $2.9 billion in the first half of 1997 and 1996.

      The Company maintains a back-up credit facility of $1.8 billion. This
facility, negotiated with a consortium of 25 lending institutions, supports its
commercial paper. At June 30, 1997, this facility was unused. Under the most
restrictive provision of the Company's back-up facility, the Company is required
to maintain a minimum consolidated tangible net worth (based on a formula that
includes a portion of current net income) of $558.2 million at June 30, 1997.
The Company is in compliance with this and all other covenants of the agreement.
As of June 30, 1997, the Company has $2.2 billion of debt securities available
for issuance under an effective registration statement. To meet local funding
requirements, the Company's foreign operations have available lines of credit of
approximately $297.2 million, of which approximately $58.0 million was available
at June 30, 1997.

      Net cash provided by operating activities for the first half of 1997 was
$197.4 million as compared to net cash provided of $293.8 million in the similar
prior-year period. The change in the level of cash associated with operating
activities is a function of lower net income (as previously discussed) and a
reduction in the Company's payables.

       Future financing is contemplated to be arranged as necessary to meet the
Company's capital and other requirements with the timing of issue,



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<PAGE>
11                                                                   FORM 10 Q/A


principal amount and form depending on the Company's needs and prevailing market
and general economic conditions.

       The Company considers its current financial resources, together with the
debt facilities referred to above and estimated future cash flows, to be
adequate to fund the Company's future growth and operating requirements.

     The Company's ratio of debt to equity plus Preferred Securities was 7.17 at
June 30, 1997 similar to the December 31, 1996 ratio of 7.13.

ASSET AND LIABILITY MANAGEMENT

     AT&T Capital's asset and liability management process takes a coordinated
approach to the management of interest rate and foreign currency risks. The
Company's overall strategy is to match the duration and average cash flows of
its borrowings with the duration and average cash flows of its portfolio assets,
as well as the currency denominations of its borrowings with those of its
portfolio assets, in a manner intended to reduce the Company's interest rate and
foreign currency exposure. For a description of certain key elements of this
process, including AT&T Capital's use of derivatives to mitigate risk, see the
Company's Annual Report on Form 10-K for the year ended December 31, 1996.

     At June 30, 1997, the total notional amount of the Company's interest rate
and currency swaps was $2.1 billion and $.6 billion, respectively, as compared
to $1.4 billion and $.3 billion, respectively, as of December 31, 1996. The U.S.
dollar equivalent of the Company's foreign currency forward exchange contracts
was $1.1 billion and $.9 billion at June 30, 1997 and December 31, 1996,
respectively.

     There were no past due amounts or reserves for credit losses at June 30,
1997 related to derivative transactions. The Company has never experienced a
credit related charge-off associated with derivative transactions.

RECENT PRONOUNCEMENTS

     See Note 2 to the unaudited consolidated financial statements.



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<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.

                                         AT&T CAPITAL CORPORATION

                                         RAMON OLIU, JR.

                                         -------------------------
September 18, 1997                       Ramon Oliu, Jr.
                                         Senior Vice President and
                                         Chief Financial Officer






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