UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-6461
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General Electric Capital Corporation
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(Exact name of registrant as specified in its charter)
Delaware 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)
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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 July 30, 2002, 3,837,825 shares of common stock with a par value of $0.01
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.
TABLE OF CONTENTS
Page
-------------------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of Results of Operations 7
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges and Computation of Ratio of
Earnings to Combined Fixed Charges and Preferred Stock Dividends 19
Exhibit 99.1 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002 20
Exhibit 99.2 Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act Of 2002 21
Exhibit 99.3 GE Announces Reorganization of Financial Services; GE Capital to Become Four
Separate Businesses 22
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 24
Signatures 25
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
Condensed Statement of Current and Retained Earnings
(Unaudited)
Second quarter ended Six months ended
------------------------------- -----------------------------
June 29, 2002 June 30, 2001 June 29, 2002 June 30, 2001
------------ -------------- ------------ ------------
(Dollars in millions)
Revenues
Revenues from services $ 10,776 $ 10,718 $ 21,365 $ 21,728
Sales of goods 899 960 1,715 2,028
------------ ------------- ---------- ------------
11,675 11,678 23,080 23,756
Expenses
Interest 2,335 2,512 4,511 5,256
Operating and administrative 2,966 3,165 6,033 6,579
Cost of goods sold 822 866 1,564 1,827
Insurance losses and policyholder and
annuity benefits 1,990 2,113 3,940 4,053
Provision for losses on financing
receivables 780 447 1,410 907
Depreciation and amortization of buildings
and equipment and equipment on
operating leases 882 791 1,704 1,578
Minority interest in net earnings of
consolidated affiliates 27 17 49 47
------------ ------------- ---------- ------------
9,802 9,911 19,211 20,247
Earnings
Earnings before income taxes and
accounting changes 1,873 1,767 3,869 3,509
Provision for income taxes (301) (341) (692) (743)
------------ ------------- ---------- ------------
Earnings before accounting changes 1,572 1,426 3,177 2,766
Cumulative effect of accounting changes - - (1,015) (158)
------------ ------------- ---------- ------------
Net Earnings 1,572 1,426 2,162 2,608
Dividends (444) (531) (987) (1,060)
Retained earnings at beginning of period 23,601 20,347 23,554 19,694
------------ ------------- ---------- ------------
Retained earnings at end of period $ 24,729 $ 21,242 $ 24,729 $ 21,242
============ ============= ========== ============
See Notes to Condensed, Consolidated Financial Statements.
1
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
Condensed Statement of Financial Position
(Dollars in millions) June 29, 2002 December 31, 2001
-------------------- ------------------
(Unaudited)
Assets
Cash and equivalents $ 8,082 $ 6,784
Investment securities 84,470 78,723
Financing receivables:
Time sales and loans, net of deferred income 131,873 120,708
Investment in financing leases, net of deferred income 56,899 55,336
----------------- ------------------
188,772 176,044
Allowance for losses on financing receivables (5,183) (4,743)
----------------- ------------------
Financing receivables - net 183,589 171,301
Insurance receivables - net 11,795 10,642
Other receivables - net 15,383 15,132
Inventories 266 270
Equipment on operating leases (at cost), less accumulated
amortization of $10,036 and $9,133 29,223 27,314
Intangible assets 20,357 18,882
Other assets 62,598 52,028
----------------- ------------------
Total assets $ 415,763 $ 381,076
================= ==================
Liabilities and share owners' equity
Short-term borrowings $ 127,070 $ 154,124
Long-term borrowings:
Senior 121,544 75,601
Subordinated 883 873
Insurance liabilities, reserves and annuity benefits 96,648 82,224
Other liabilities 26,564 26,930
Deferred income taxes 8,602 8,111
----------------- ------------------
Total liabilities 381,311 347,863
----------------- ------------------
Minority interest in equity of consolidated affiliates 1,724 1,650
----------------- ------------------
Accumulated gains/(losses) - net
Investment securities 153 (362)
Currency translation adjustments (672) (564)
Derivatives qualifying as hedges (1,248) (832)
----------------- ------------------
Accumulated non-owner changes in share owners' equity (1,767) (1,758)
Capital stock 4 4
Additional paid-in capital 9,762 9,763
Retained earnings 24,729 23,554
----------------- ------------------
Total share owners' equity 32,728 31,563
----------------- ------------------
Total liabilities and share owners' equity $ 415,763 $ 381,076
================= ==================
See Notes to Condensed, Consolidated Financial Statements.
2
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
Condensed Statement of Cash Flows
(Unaudited)
Six months ended
---------------------------------------
(Dollars in millions) June 29, 2002 June 30, 2001
------------------- ----------------
Cash Flows from Operating Activities
Net earnings $ 2,162 $ 2,608
Adjustments to reconcile net earnings to cash provided from
operating activities:
Cumulative effect of accounting changes 1,015 158
Provision for losses on financing receivables 1,410 907
Depreciation and amortization of buildings and equipment and
equipment on operating leases 1,704 1,578
Other - net 1,417 4,250
----------------- --------------
Cash from operating activities 7,708 9,501
----------------- --------------
Cash Flows from Investing Activities
Increase in loans to customers (86,830) (62,855)
Principal collections from customers - loans 81,930 60,242
Investment in equipment for financing leases (11,078) (7,832)
Principal collections from customers - financing leases 8,813 8,185
Net change in credit card receivables (1,398) 1,234
Buildings and equipment and equipment on operating leases:
- additions (4,543) (6,372)
- dispositions 2,427 3,497
Payments for principal businesses purchased, net of cash acquired (5,244) (3,280)
Purchases of securities by insurance and annuity businesses (18,498) (16,015)
Dispositions and maturities of securities by insurance and annuity
businesses 15,677 12,673
Other - net (553) (680)
----------------- --------------
Cash used for investing activities (19,297) (11,203)
----------------- --------------
Cash Flows from Financing Activities
Net change in borrowings (maturities 90 days or less) (35,865) 395
Newly issued debt:
- short-term (maturities 91-365 days) 1,710 2,333
- long-term (longer than one year) 56,569 8,848
Proceeds - nonrecourse, leveraged lease debt 585 856
Repayments and other reductions:
- short-term (maturities 91-365 days) (12,057) (5,895)
- long-term (longer than one year) 784 (3,878)
Principal payments - nonrecourse, leveraged lease debt (321) (170)
Proceeds from sales of investment contracts 3,805 3,551
Cash received upon assumption of insurance liabilities 2,406 -
Redemption of investment contracts (3,742) (3,506)
Dividends paid (987) (1,062)
----------------- --------------
Cash from financing activities 12,887 1,472
----------------- --------------
Increase/(decrease) in Cash and Equivalents During the Period 1,298 (230)
Cash and Equivalents at Beginning of Period 6,784 5,819
----------------- --------------
Cash and Equivalents at End of Period $ 8,082 $ 5,589
================= ==============
See Notes to Condensed, Consolidated Financial Statements.
3
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
Notes to Condensed, Consolidated Financial Statements
(Unaudited)
1. The accompanying condensed, consolidated quarterly financial statements
represent the consolidation of General Electric Capital Corporation and all
majority-owned and controlled affiliates (collectively called "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 quarterly financial statements
should not be regarded as necessarily indicative of results that may be expected
for the entire year.
3. The Financial Accounting Standards Board's (FASB) Statement of Financial
Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets, generally
became effective on January 1, 2002. Under SFAS 142, goodwill is no longer
amortized but is tested for impairment using a fair value methodology.
GECC ceased amortizing goodwill effective January 1, 2002. Simultaneously,
to maintain a consistent basis for its measurement of performance, management
revised previously-reported segment information to correspond to the earnings
measurements by which businesses were to be evaluated. In accordance with the
requirements of SFAS 131, Reporting Segments of a Business Enterprise,
previously reported segment results (presented under the heading Operating
Segments on pages 8 and 13), have been restated to be consistent with 2002
reporting. Goodwill amortization expense for the quarter and six months ended
June 30, 2001, was $150 million ($116 million after tax) and $301 million ($235
million after tax), respectively. The effect on earnings of excluding such
goodwill amortization from the second quarter and first six months of 2001
follow:
Second quarter ended Six months ended
------------------------------------- ---------------------------------------
(Dollars in millions) June 29, 2002 June 30, 2001 June 29, 2002 June 30, 2001
--------------- ------------------ ----------------- -----------------
Earnings before accounting changes $ 1,572 $ 1,426 $ 3,177 $ 2,766
--------------- ------------------ ----------------- ------------------
Earnings before accounting changes,
excluding 2001 goodwill amortization $ 1,572 $ 1,542 $ 3,177 $ 3,001
--------------- ------------------ ----------------- ------------------
Net earnings $ 1,572 $ 1,426 $ 2,162 $ 2,608
--------------- ------------------ ----------------- ------------------
Net earnings, excluding 2001 goodwill
amortization $ 1,572 $ 1,542 $ 2,162 $ 2,843
--------------- ------------------ ----------------- ------------------
Under SFAS 142, GECC was required to test all existing goodwill for
impairment as of January 1, 2002, on a "reporting unit" basis. A reporting unit
is the operating segment unless, at businesses one level below that operating
segment (the "component" level), discrete financial information is prepared and
regularly reviewed by management, in which case such component is the reporting
unit.
A fair value approach is used to test goodwill for impairment. An
impairment charge is recognized for the amount, if any, by which the carrying
amount of goodwill exceeds its fair value. Fair values were established using
discounted cash flows. When available and as appropriate, comparative market
multiples were used to corroborate discounted cash flow results.
The result of testing goodwill of GECC for impairment in accordance
with SFAS 142, as of January 1, 2002, was a non-cash charge of $1,204 million
($1,015 million after tax), which is reported in the caption "Cumulative effect
of accounting changes". Substantially all of the charge relates to the IT
Solutions business and the GE Auto and Home business, a direct subsidiary of GE
Financial Assurance. The primary factors resulting in the impairment charge were
the difficult economic environment in the information technology sector and
heightened price competition in the auto insurance industry. No impairment
charge was appropriate under the FASB's previous goodwill impairment standard,
which was based on undiscounted cash flows.
4
At June 29, 2002 At December 31, 2001
----------------------------------- -------------------------------------
Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization
Intangibles Subject to Amortization ----------------- --------------- ---------------- ----------------
(Dollars in millions)
Present value of future profits (PVFP) $ 5,481 $ (3,320) $ 5,237 $ (3,204)
Capitalized software 1,201 (447) 1,119 (362)
Servicing assets 3,941 (3,080) 3,766 (2,627)
All other 847 (494) 956 (477)
---------------- --------------- ---------------- ---------------
Total $ 11,470 $ (7,341) $ 11,078 $ (6,670)
================ =============== ================ ===============
Amortization expense related to intangible assets, excluding goodwill for
the second quarter of 2002 and 2001, was $431 million and $367 million,
respectively and for the first six months of 2002 and 2001 was $689 million and
$591 million, respectively. The estimated percentage of the December 31, 2001
net PVFP balance to be amortized over each of the next five years follows:
2002 13.3%
2003 10.6%
2004 8.9%
2005 7.4%
2006 6.2%
Amortization expense for PVFP in future periods will be affected by
acquisitions, realized capital gains/losses or other factors affecting the
ultimate amount of gross profits realized from certain lines of business.
Similarly, future amortization expense for other intangibles will depend on
acquisition activity and other business transactions.
Goodwill
- --------
Goodwill balances follow:
Consumer Equipment Mid-Market Specialized Specialty
(Dollars in millions) Services Management Financing Financing Insurance All Other Total
------------ ------------- ----------- ------------ ----------- ----------- ------------
Balance,
December 31, 2001 $ 5,724 $ 1,209 $ 2,508 $ 38 $ 100 $ 4,895 $ 14,474
Acquisitions/Purchase
Price Accounting
Adjustments 1,570 63 353 453 - 251 2,690
Transition Impairment
(Pre-Tax) - - - - - (1,204) (1,204)
All Other 231 23 12 2 - - 268
------------ ------------- ----------- ------------ ----------- ----------- ------------
Balance, June 29, 2002 $ 7,525 $ 1,295 $ 2,873 $ 493 $ 100 $ 3,942 $ 16,228
============ ============= =========== ============ =========== =========== ============
As previously disclosed, GECC acquired Heller Financial, Inc. (Heller) on
October 24, 2001. GECC substantially completed its purchase accounting for
Heller during the second quarter of 2002.
4. At January 1, 2001, GECC adopted SFAS 133, Accounting for Derivative
Instruments and Hedging Activities, as amended. Under SFAS 133, all derivative
instruments are recognized in the statement of financial position at their fair
values. The cumulative effect of adopting this standard was a one-time reduction
of net earnings in the first quarter of 2001 of $38 million and comprised a
portion of the effect of marking to market options and currency contracts used
for hedging. Also at January 1, 2001, GECC adopted the consensus of the Emerging
Issues Task Force of the FASB on accounting for impairment of beneficial
interests (EITF 99-20). Under this consensus, impairment of certain beneficial
interests in securitized assets must be recognized when the asset's fair value
is below its carrying value and it is probable that there has been an adverse
change in estimated cash flows. The cumulative effect of adopting EITF 99-20 was
a one-time reduction of net earnings in the first quarter of 2001 of $120
million.
5
5. A summary of increases/(decreases) in share owners' equity that do not
result directly from transactions with share owners, net of income taxes,
follows:
Second quarter ended
--------------------------
(Dollars in millions) 6/29/02 6/30/01
--------------------------
Net earnings $ 1,572 $ 1,426
Investment securities - net changes in value 823 (809)
Currency translation adjustments 57 (11)
Derivatives qualifying as hedges - net changes in value (749) 339
---------- ----------
Total $ 1,703 $ 945
========== ==========
Six months ended
--------------------------
(Dollars in millions) 6/29/02 6/30/01
--------------------------
Net earnings $ 2,162 $ 2,608
Investment securities - net changes in value 515 (67)
Currency translation adjustments (108) 123
Derivatives qualifying as hedges - net changes in value (416) (55)
Cumulative effect on share owners' equity of adopting SFAS 133 - (810)
---------- ----------
Total $ 2,153 $ 1,799
========== ==========
6. Revenues and net earnings before accounting changes of GECC, by
operating segment, for the quarter and six months ended June 29, 2002 and June
30, 2001 can be found in the consolidated tables on pages 8 and 13 of this
report.
6
Item 2. Management's Discussion and Analysis of Results of Operations
A. Results of Operations - Second quarter of 2002 compared with second quarter
of 2001.
Overview
GECC net earnings before accounting changes (discussed in notes 3 and 4 to
the condensed, consolidated financial statements) for the second quarter of 2002
were $1,572 million, a $146 million (10%) increase from the second quarter of
2001. Excluding the effect of the prior year goodwill amortization ($116 million
after tax), net earnings before accounting changes increased 2% reflecting
contributions from acquisitions, productivity and origination growth, which more
than offset increased credit losses, $230 million lower after-tax gains from
investment securities (including a $110 million after tax impairment on
WorldCom, Inc. bonds), and $82 million after tax of lower gains on
securitizations. Contributions from acquired companies to net earnings in the
second quarter of 2002 and 2001 included approximately $168 million and $20
million, respectively. Acquisitions are integrated as quickly as possible; only
earnings during the first 12 months following the quarter in which the
acquisition is completed are considered to be related to acquired companies.
Operating Results
Total revenues remained flat at $11,675 million for the second quarter of
2002, compared with $11,678 million for the second quarter of 2001. This slight
decrease primarily resulted from portfolio losses at GE Financial Assurance
(including $167 million ($110 million after tax) of pretax impairment on
WorldCom, Inc. bonds), and the absence of a current year counterpart to Americom
which was divested in the fourth quarter of 2001, the combination of which were
offset by acquisitions.
Interest expense on borrowings for the second quarter of 2002 was $2,335
million, 7% lower than for the second quarter of 2001. The decrease reflected
the effects of lower interest rates, partially offset by the effects of higher
average borrowings used to finance acquisitions and asset growth. The average
composite interest rate on GECC's borrowings for the second quarter of 2002 was
4.01% compared with 5.37% in the second quarter of 2001.
Operating and administrative expenses were $2,966 million for the second
quarter of 2002, a 6% decrease over the second quarter of 2001. The decrease
primarily reflected productivity gains in the Consumer Services and Equipment
Management segments and a decrease in amortization expense related to goodwill,
as in accordance with SFAS 142 GECC ceased amortizing goodwill effective January
1, 2002. These decreases were partially offset by operating and administrative
expenses associated with recent acquisitions.
Cost of goods sold is associated with activities of GECC's computer
equipment distribution business. This cost amounted to $822 million for the
second quarter of 2002, compared with $866 million for the second quarter of
2001. The decrease primarily reflected volume declines at IT Solutions.
Insurance losses and policyholder and annuity benefits decreased $123
million to $1,990 million for the second quarter of 2002, compared with the
second quarter of 2001. The decrease is primarily a result of reduced premium
volume at GE Financial Assurance and favorable development on prior year loss
reserves at Mortgage Insurance, partially offset by the effects of business
acquisitions.
Provision for losses on financing receivables were $780 million for the
second quarter of 2002 compared with $447 million for the second quarter of
2001. These provisions principally relate to consumer receivables and leases
(private-label credit cards, bank credit cards, personal loans and auto loans)
as well as commercial receivables (commercial, industrial, and equipment loans
and leases), all of which are discussed below under Portfolio Quality. The
increase in the provision reflected higher average receivable balances, while
the mix of commercial receivables, which historically have lower losses than
consumer receivables, increased as a percentage of the total portfolio. The
increase also reflected increased reserve requirements in the Mid-Market
Financing businesses consistent with economic trends. Future provisions for
losses will depend primarily on the size of the portfolio, which is expected to
continue to grow, and on associated business and economic conditions.
Depreciation and amortization of buildings and equipment and equipment on
operating leases increased to $882 million for the second quarter of 2002,
compared with $791 million for the second quarter of 2001. The increase was
principally the result of higher levels of equipment on operating leases,
primarily reflecting origination growth and acquisitions, partially offset by
the divestiture of Americom.
7
Provision for income taxes was $301 million for the second quarter of 2002
(an effective tax rate of 16.1%), compared with $341 million for the second
quarter of 2001 (an effective tax rate of 19.3%). The lower effective tax rate
primarily reflected the impact of increased low taxed earnings from
international operations, and the benefits of a settlement with the Internal
Revenue Service ("IRS") resulting from revised IRS regulations, allowing the
deductibility of previously realized losses associated with the prior
disposition of Kidder Peabody preferred stock that were larger than the prior
year tax benefits from restructuring at Penske.
Operating Segments
Revenues and net earnings before accounting changes of GECC, by operating
segment, for the second quarter ended June 29, 2002 and June 30, 2001 are
summarized and discussed below. Second quarter 2001 amounts have been
reclassified to conform to the 2002 presentation, which reflects changes,
effective as of January 1, 2002, in GECC's internal organization and in the
amortization of goodwill. Asia/Pacific operations previously managed by region
are now managed and reported by the respective operating business. Also, certain
businesses, primarily IT Solutions and GE Auto and Home, previously in separate
segments are now reviewed directly by the chief operating decision maker, and
are therefore designated as operating segments. Because none of these operating
segments qualifies as a reporting segment, they have been combined for reporting
purposes and have been presented in "All Other".
Consolidated
Second quarter ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Consumer Services $ 5,203 $ 5,460
Equipment Management 1,718 1,754
Mid-Market Financing 2,296 1,904
Specialized Financing 793 708
Specialty Insurance 431 459
All Other 1,234 1,393
----------- -----------
Total revenues $ 11,675 $ 11,678
=========== ===========
Net earnings
Consumer Services $ 509 $ 559
Equipment Management 183 360
Mid-Market Financing 370 274
Specialized Financing 178 155
Specialty Insurance 182 139
All Other 150 55
----------- -----------
Net earnings $ 1,572 $ 1,542
=========== ===========
Following is a discussion of revenues and net earnings from operating segments.
Consumer Services
Second quarter ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Global Consumer Finance $ 1,501 $ 1,370
GE Financial Assurance 2,810 3,192
GE Card Services 843 805
Other Consumer Services 49 93
----------- -----------
Total revenues $ 5,203 $ 5,460
=========== ===========
Net earnings
Global Consumer Finance $ 323 $ 242
GE Financial Assurance 53 149
GE Card Services 126 160
Other Consumer Services 7 8
----------- -----------
Net earnings $ 509 $ 559
=========== ===========
8
Consumer Services revenues decreased 5% and net earnings decreased 9%
compared with the second quarter of 2001, as the effects of acquisitions were
more than offset by lower earnings at GE Financial Assurance, which reflected
impairment of $167 million pretax ($110 million after-tax) of WorldCom, Inc.
bonds, decreased premium volume, and the planned transition of the restructured
Toho insurance policies. GE Financial Assurance had $42 million remaining
exposure to WorldCom, Inc. at June 29, 2002. Other Consumer Services revenues
decreased as a result of the planned run-off of the U.S. auto finance business
portfolio. Consumer Services net earnings decreased primarily as a result of
losses recognized on the impairment of investments at GE Financial Assurance as
well as lower securitization gains at GE Financial Assurance and Card Services,
the combination of which more than offset increased productivity at GE Financial
Assurance and Global Consumer Finance, increased volume growth and acquisitions
at Global Consumer Finance and volume growth at Card Services.
Equipment Management
Second quarter ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Aviation Services (GECAS) $ 683 $ 589
Americom - 118
Other Equipment Management 1,035 1,047
----------- -----------
Total revenues $ 1,718 $ 1,754
=========== ===========
Net earnings
Aviation Services (GECAS) $ 117 $ 155
Americom - 34
Other Equipment Management 66 171
----------- -----------
Net earnings $ 183 $ 360
=========== ===========
Equipment Management revenues and net earnings decreased 2% and 49%,
respectively in the second quarter of 2002 compared with the corresponding
period in 2001, reflecting the absence of a counterpart to 2001 Americom
revenues following its divestiture in the fourth quarter of 2001, partially
offset by volume growth at GECAS. The decrease in net earnings is attributable
to prior year tax benefits from restructuring at Penske (included in Other
Equipment Management), decreased gains from asset sales at GECAS and the
divestiture of Americom, partially offset by volume growth and acquisitions at
GECAS. As a result of the divestiture of Americom, GECC received an equity
interest in SES Global, which is included in the Specialized Financing segment.
Mid-Market Financing
Second quarter ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Commercial Equipment Financing $ 1,139 $ 997
Commercial Finance 542 424
Vendor Financial Services 547 483
Other Mid-Market Financing 68 -
----------- -----------
Total revenues $ 2,296 $ 1,904
=========== ===========
Net earnings
Commercial Equipment Financing $ 150 $ 119
Commercial Finance 135 92
Vendor Financial Services 70 60
Other Mid-Market Financing 15 3
----------- -----------
Net earnings $ 370 $ 274
=========== ===========
9
Mid-Market Financing revenues and net earnings increased 21% and 35%,
respectively, in the second quarter of 2002 compared with the second quarter of
2001. The increase in revenues principally reflected acquisitions across all
businesses. The increase in net earnings reflected contributions from
acquisitions across all businesses, partially offset by higher credit losses at
Commercial Finance, Commercial Equipment Financing, and Vendor Financial
Services. Other Mid-Market Financing also includes results of the Healthcare
Financial Services business, which was recently launched primarily from assets
acquired in the October, 2001, acquisition of Heller Financial, Inc. ("Heller").
Specialized Financing
Second quarter ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Real Estate $ 549 $ 442
Structured Finance Group 296 275
GE Equity (70) (21)
Other Specialized Financing 18 12
----------- -----------
Total revenues $ 793 $ 708
=========== ===========
Net earnings
Real Estate $ 130 $ 117
Structured Finance Group 125 106
GE Equity (75) (64)
Other Specialized Financing (2) (4)
----------- -----------
Net earnings $ 178 $ 155
=========== ===========
Specialized Financing revenues increased 12% in the second quarter of 2002
as a result of acquisitions at Real Estate and Structured Finance Group and
revenues associated with Structured Finance Group's equity method investment in
SES Global (acquired in the fourth quarter of 2001), partially offset by
increased asset losses on investments at GE Equity and reduced asset gains at
Structured Finance Group and Real Estate. GE Equity manages equity investments
in early-stage, early growth, pre-IPO companies. Revenues at GE Equity include
income, gains and losses on such investments. During the second quarter of 2002
and 2001, losses on GE Equity's investments exceeded gains and other investment
income, resulting in negative revenues. Specialized Financing net earnings
increased 15% as a result of acquisitions at Real Estate and volume growth and
net income associated with the equity investment in SES Global at Structured
Finance Group, the combination of which more than offset increased asset losses
at GE Equity and reduced asset gains at Structured Finance Group.
Specialty Insurance
Second quarter ended
----------------------------
(Dollars in millions) 6/29/02 6/30/01
----------------------------
Revenues
Mortgage Insurance $ 256 $ 270
Other Specialty Insurance 175 189
----------- ---------
Total revenues $ 431 $ 459
=========== =========
Net earnings
Mortgage Insurance $ 133 $ 93
Other Specialty Insurance 49 46
----------- ---------
Net earnings $ 182 $ 139
=========== =========
10
Specialty Insurance revenues decreased 6% in the second quarter of 2002
primarily as a result of reduced gains at Mortgage Insurance. The decrease in
Other Specialty Insurance revenues related to the portfolio run-off at Mortgage
Services, partially offset by increased investment gains at Financial Guaranty
Insurance Company. The 31% increase in Specialty Insurance net earnings during
the second quarter of 2002 resulted from favorable development on prior year
loss reserves and volume growth at Mortgage Insurance, primarily in Canada and
Australia, partially offset by reduced investment gains at Mortgage Insurance.
All Other GECC
Second quarter ended
----------------------------
(Dollars in millions) 6/29/02 6/30/01
----------------------------
Revenues
IT Solutions $ 994 $ 1,090
Other 240 303
----------- ----------
Total revenues $ 1,234 $ 1,393
=========== ==========
Net earnings
IT Solutions $ 7 $ (4)
Other 143 59
----------- ----------
Net earnings $ 150 $ 55
=========== ==========
All Other GECC decline in revenues primarily related to reduced volume at
IT Solutions, including the effects of exiting lower performing businesses. The
increase in All Other GECC net earnings reflects the inclusion of a tax
settlement with the IRS resulting from revised IRS regulations, allowing the
deductibility of previously realized losses associated with the prior
disposition of Kidder Peabody preferred stock and the recovery of state tax
benefits. Corporate expenses were also lower in 2002. The net earnings
improvement in IT Solutions related to exiting lower performing businesses.
11
B. Results of Operations - First half of 2002 compared with first half of 2001
Overview
GECC net earnings before accounting changes (discussed in notes 3 and 4 to
the condensed, consolidated financial statements) for the first six months of
2002 were $3,177 million, a $411 million (15%) increase from the first six
months of 2001. Excluding the effect of the prior year goodwill amortization
($235 million after tax), net earnings before accounting changes increased 6%,
reflecting contributions from acquisitions, productivity and origination growth,
as well as, lower taxes, the combination of which was partially offset by
increased credit losses, $312 million lower after tax gains from investment
securities (including a $110 million after tax impairment on WorldCom, Inc.
bonds) and $109 million after tax of lower gains on securitizations.
Contributions from acquired companies to net earnings in the first six months of
2002 and 2001 included approximately $317 million and $37 million, respectively.
Acquisitions are integrated as quickly as possible; only earnings during the
first 12 months following the quarter in which the acquisition is completed are
considered to be related to acquired companies.
Operating Results
Total revenues decreased $676 million (3%) to $23,080 million for the first
six months of 2002, compared with $23,756 million for the first six months of
2001. This decrease primarily resulted from reduced market interest rates,
volume decreases at IT Solutions, the absence of revenues from Americom which
was divested in the fourth quarter of 2001, lower securitization gains, and
portfolio losses at GE Financial Assurance (including $167 million ($110 million
after tax) of pretax impairments on WorldCom, Inc. bonds), the combination of
which were partially offset by acquisitions.
Interest expense on borrowings for the first six months of 2002 was $4,511
million, 14% lower than for the first six months of 2001. The decrease reflected
the effects of lower interest rates, partially offset by the effects of higher
average borrowings used to finance acquisitions and asset growth. The average
composite interest rate on GECC's borrowings for the first six months of 2002
was 4.02% compared with 5.59% in the first six months of 2001.
Operating and administrative expenses were $6,033 million for the first six
months of 2002, an 8% decrease over the first six months of 2001. The decrease
primarily reflected productivity gains in the Consumer Services and Equipment
Management segments and a decrease in amortization expense related to goodwill,
as in accordance with SFAS 142 GECC ceased amortizing goodwill effective January
1, 2002. These decreases were partially offset by operating and administrative
expenses associated with recent acquisitions.
Cost of goods sold is associated with activities of GECC's computer
equipment distribution business. This cost amounted to $1,564 million for the
first six months of 2002, compared with $1,827 million for the first six months
of 2001. The decrease primarily reflected volume declines at IT Solutions.
Insurance losses and policyholder and annuity benefits decreased $113
million to $3,940 million for the first six months of 2002, compared with the
first six months of 2001. The decrease is primarily a result of reduced premium
volume at GE Financial Assurance and favorable development on prior year loss
reserves at Mortgage Insurance, partially offset by the effects of business
acquisitions.
Provision for losses on financing receivables were $1,410 million for the
first six months of 2002 compared with $907 million for the first six months of
2001. These provisions principally relate to consumer receivables and leases
(private-label credit cards, bank credit cards, personal loans and auto loans)
as well as commercial receivables (commercial, industrial, and equipment loans
and leases), all of which are discussed below under Portfolio Quality. The
increase in the provision reflected higher average receivable balances, while
the mix of commercial receivables, which historically have lower losses than
consumer receivables, increased as a percentage of the total portfolio. The
increase also reflected increased reserve requirements in the Mid-Market
Financing businesses consistent with economic trends. Future provisions for
losses will depend primarily on the size of the portfolio, which is expected to
continue to grow, and on associated business and economic conditions.
Depreciation and amortization of buildings and equipment and equipment on
operating leases increased to $1,704 million for the first six months of 2002,
compared with $1,578 million for the first six months of 2001. The increase was
principally the result of higher levels of equipment on operating leases,
primarily reflecting origination growth and acquisitions.
Provision for income taxes was $692 million for the first six months of
2002 (an effective tax rate of 17.9%), compared with $743 million for the first
six months of 2001 (an effective tax rate of 21.2%). The lower effective tax
rate primarily reflected the impact of increased low taxed earnings from
international operations, and the benefits of a settlement with the IRS
resulting from revised IRS regulations, allowing the deductibility of previously
realized losses associated with the prior disposition of Kidder Peabody
preferred stock that were larger than the prior year tax benefits from
restructuring at Penske.
12
Operating Segments
Revenues and net earnings before accounting changes of GECC, by operating
segment, for the first six months of 2002 and 2001 are summarized and discussed
below. First half of 2001 amounts have been reclassified to conform to the 2002
presentation, which reflects changes, effective as of January 1, 2002, in GECC's
internal organization and in the amortization of goodwill. Asia/Pacific
operations previously managed by region are now managed and reported by the
respective operating business. Also, certain businesses, primarily IT Solutions
and GE Auto and Home, previously in separate segments are now reviewed directly
by the chief operating decision maker, and are therefore designated as operating
segments. Because none of these operating segments qualifies as a reporting
segment, they have been combined for reporting purposes and have been presented
in "All Other".
Consolidated
Six months ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Consumer Services $ 10,501 $ 10,992
Equipment Management 3,304 3,584
Mid-Market Financing 4,528 3,832
Specialized Financing 1,507 1,526
Specialty Insurance 873 906
All Other 2,367 2,916
----------- -----------
Total revenues $ 23,080 $ 23,756
=========== ===========
Earnings before accounting changes
Consumer Services $ 1,186 $ 1,164
Equipment Management 352 666
Mid-Market Financing 706 562
Specialized Financing 393 270
Specialty Insurance 334 261
All Other 206 78
----------- -----------
Total earnings before accounting changes $ 3,177 $ 3,001
=========== ===========
Following is a discussion of revenues and net earnings before accounting
changes from operating segments. For purposes of this discussion, net earnings
before accounting changes is referred to as net earnings.
Consumer Services
Six months ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Global Consumer Finance $ 2,971 $ 2,688
GE Financial Assurance 5,786 6,285
GE Card Services 1,641 1,775
Other Consumer Services 103 244
----------- -----------
Total revenues $ 10,501 $ 10,992
=========== ===========
Net earnings
Global Consumer Finance $ 643 $ 539
GE Financial Assurance 226 308
GE Card Services 310 294
Other Consumer Services 7 23
----------- -----------
Net earnings $ 1,186 $ 1,164
=========== ===========
13
Consumer Services net earnings increased 2% on revenues that were 4% lower
compared with the first six months of 2001. Revenues decreased at GE Financial
Assurance and Card Services, and were partially offset by increased revenues at
Global Consumer Finance. The decrease at GE Financial Assurance included
impairment of $167 million pretax ($110 million after tax) of WorldCom, Inc.
bonds, declines from the planned transition of restructured Toho insurance
policies and decreased premium volume. GE Financial Assurance had $42 million
remaining exposure to WorldCom, Inc. at June 29, 2002. The decrease at Card
Services related to exited businesses and lower securitizations. The revenue
decreases at GE Financial Assurance and Card Services were partially offset by
acquisitions at all three major businesses and volume growth at Global Consumer
Finance. Other Consumer Services revenues decreased as a result of the planned
run-off of the U.S. auto finance business portfolio. The increase in Consumer
Services net earnings reflects acquisitions and volume growth at Global Consumer
Finance, volume growth at Card Services, as well as productivity at GE Financial
Assurance, the combination of which was partially offset by losses recognized on
the impairments of investments at GE Financial Assurance, lower securitization
gains at Card Services and the planned run-off of the auto finance business
portfolio.
Equipment Management
Six months ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Aviation Services (GECAS) $ 1,251 $ 1,105
Americom - 355
Other Equipment Management 2,053 2,124
----------- -----------
Total revenues $ 3,304 $ 3,584
=========== ===========
Net earnings
Aviation Services (GECAS) $ 212 $ 285
Americom - 125
Other Equipment Management 140 256
----------- -----------
Net earnings $ 352 $ 666
=========== ===========
Equipment Management revenues decreased 8% and net earnings decreased 47%
in the first six months of 2002 compared with the corresponding period in 2001.
The decrease in revenues principally reflected the divestiture of Americom in
the fourth quarter of 2001, partially offset by volume growth and acquisitions
at GECAS. The decrease in net earnings principally reflected the divestiture of
Americom, prior year tax benefits from restructuring at Penske (included in
Other Equipment Management), and decreased gains from asset sales at GECAS, the
combination of which more than offset volume growth and acquisitions at GECAS.
As a result of the divestiture of Americom, GECC received an equity interest in
SES Global, which is included in the Specialized Financing segment.
14
Mid-Market Financing
Six months ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Commercial Equipment Financing $ 2,202 $ 1,953
Commercial Finance 1,142 930
Vendor Financial Services 1,071 949
Other Mid-Market Financing 113 -
----------- -----------
Total revenues $ 4,528 $ 3,832
=========== ===========
Net earnings
Commercial Equipment Financing $ 307 $ 239
Commercial Finance 240 204
Vendor Financial Services 132 114
Other Mid-Market Financing 27 5
----------- -----------
Net earnings $ 706 $ 562
=========== ===========
PAGE>
Mid-Market Financing revenues and net earnings increased 18% and 26%,
respectively, in the first six months of 2002 compared with the first six months
of 2001. The increase in revenues principally reflected acquisitions across all
businesses, partially offset by decreased market interest rates. Growth in net
earnings reflected the results of acquisitions across all businesses, partially
offset by reduced asset gains at Commercial Finance and higher credit losses at
Commercial Finance, Commercial Equipment Financing and Vendor Financial
Services. Other Mid-Market Financing principally includes the results of the
Healthcare Financial Services business, which was recently launched from assets
acquired in the October, 2001, acquisition of Heller.
Specialized Financing
Six months ended
------------------------------
(Dollars in millions) 6/29/02 6/30/01
------------------------------
Revenues
Real Estate $ 1,004 $ 1,023
Structured Finance Group 592 587
GE Equity (125) (110)
Other Specialized Financing 36 26
----------- -----------
Total revenues $ 1,507 $ 1,526
=========== ===========
Net earnings
Real Estate $ 289 $ 245
Structured Finance Group 254 212
GE Equity (145) (181)
Other Specialized Financing (5) (6)
----------- -----------
Net earnings $ 393 $ 270
=========== ===========
15
Specialized Financing revenues decreased 1% in the first six months of
2002, primarily reflecting lower market interest rates at Real Estate, lower
asset gains at Structured Finance Group and increased asset losses at GE Equity,
partially offset by acquisitions at Real Estate and Structured Finance Group,
and revenues associated with Structured Finance Group's equity method investment
in SES Global (acquired in the fourth quarter of 2001). GE Equity manages equity
investments in early-stage, early growth, pre-IPO companies. Revenues at GE
Equity include income, gains and losses on such investments. During the first
six months of 2002 and 2001, losses on GE Equity's investments exceeded gains
and other investment income, resulting in negative revenues. Specialized
Financing net earnings increased 46% in the first six months of 2002, reflecting
origination growth at Structured Finance Group, acquisitions at Real Estate and
Structured Finance Group and net income associated with Structured Finance
Group's equity investment in SES Global, partially offset by lower asset gains
at Structured Finance Group.
Specialty Insurance
Six months ended
----------------------------
(Dollars in millions) 6/29/02 6/30/01
----------------------------
Revenues
Mortgage Insurance $ 536 $ 579
Other Specialty Insurance 337 327
----------- ---------
Total revenues $ 873 $ 906
=========== =========
Net earnings
Mortgage Insurance $ 233 $ 217
Other Specialty Insurance 101 44
----------- ---------
Net earnings $ 334 $ 261
=========== =========
Specialty Insurance revenues decreased 4% in the first six months of 2002,
from reduced premiums associated with mortgage refinancing activities and
reduced gains at Mortgage Insurance. Net earnings increased 28% in the first six
months of 2002, resulting from volume growth at Mortgage Insurance, primarily in
Canada and Australia, partially offset by reduced gains at Mortgage Insurance.
The increase in Other Specialty Insurance was attributable to lower costs
associated with the portfolio run-off at Mortgage Services and higher earned
premiums at Financial Guaranty Insurance Company.
All Other GECC
Six months ended
----------------------------
(Dollars in millions) 6/29/02 6/30/01
----------------------------
Revenues
IT Solutions $ 1,910 $ 2,311
Other 457 605
----------- ----------
Total revenues $ 2,367 $ 2,916
=========== ==========
Net earnings
IT Solutions $ 5 $ (7)
Other 201 85
----------- ----------
Net earnings $ 206 $ 78
=========== ==========
All Other GECC decline in revenues primarily related to reduced volume at
IT Solutions, including the effects of exiting lower performing businesses. The
increase in All Other GECC net earnings reflects the inclusion of a tax
settlement with the IRS resulting from revised IRS regulations, allowing the
deductibility of previously realized losses associated with the prior
disposition of Kidder Peabody preferred stock and the recovery of state tax
benefits. Corporate expenses were also lower in 2002. The net earnings
improvement in IT Solutions related to exiting lower performing businesses.
16
Portfolio Quality
Financing receivables is the largest category of assets for GECC and
represents one of its primary sources of revenues. The portfolio of financing
receivables, before allowance for losses, increased to $188.8 billion at June
29, 2002, from $176.0 billion at the end of 2001, primarily reflecting
acquisitions, as well as the effects of foreign currency translation of
financing receivables, in excess of securitizations. The related allowance for
losses at June 29, 2002 amounted to $5.2 billion ($4.7 billion at the end of
2001) and represents management's best estimate of probable losses inherent in
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 (or for which collection has otherwise
become doubtful) and "reduced-earning" receivables are commercial receivables
whose terms have been restructured to a below-market yield.
Consumer financing receivables, primarily credit card and personal loans
and auto loans and leases, were $60.4 billion at June 29, 2002 ($50.8 billion at
December 31, 2001). Nonearning consumer receivables at June 29, 2002 were
consistent with year-end 2001, at $1.5 billion, about 2.4% of outstandings at
June 29, 2002, and about 3.0% of outstandings at December 31, 2001. Write-offs
of consumer receivables were $0.8 billion for the first six months of both 2002
and 2001.
Commercial financing receivables, which totaled $128.4 billion at June 29,
2002 ($125.2 billion at December 31, 2001), consisted of a diverse commercial,
industrial and equipment loan and lease portfolio. Related nonearning and
reduced-earning receivables were $2.5 billion at June 29, 2002, about 1.9% of
outstandings, compared with $1.7 billion, about 1.4% of outstandings at year-end
2001. The increase is primarily driven by nonearning and reduced-earning
receivables associated with Heller of approximately $430 million; at December
31, 2001, $408 million of such loans were earning but classified as impaired.
The increase also related to several bankruptcies and deal restructurings
involving primarily middle-market customers, including a significant amount
related to the telecommunications industry. These receivables are generally
backed by assets and are covered by reserves for probable losses. Such reserves
are based on management's best estimates and changes to these provisions will be
dependent on future associated business and economic conditions. At June 29,
2002 and December 31, 2001, the portfolio included loans and leases on
commercial aircraft of $24.2 billion and $21.5 billion, respectively.
Investment securities comprise principally investment grade debt securities
held by GE Financial Assurance and the specialty insurance businesses and were
$84.5 billion, including gross unrealized gains and losses of $2.2 billion and
$1.7 billion, respectively, at June 29, 2002 ($78.7 billion, including gross
unrealized gains and losses of $1.8 billion and $2.4 billion, respectively, as
of December 31, 2001). Investment securities are regularly reviewed for
impairment based on criteria that include the extent to which cost exceeds
market value, the duration of that market decline and the financial health and
specific prospects for the issuer. Of those securities whose carrying amount
exceeds fair value at June 29, 2002, and based upon application of GECC's
accounting policy for impairment, approximately $560 million of portfolio value
is at risk of being charged to earnings in the second half of 2002. Impairment
losses recognized for the first six months of 2002 were $415 million, including
$323 million ($210 million after-tax) from the telecommunications and cable
industries, of which $167 million ($110 million after-tax) was recognized in the
second quarter of 2002 due to the events relating to WorldCom, Inc.
In recent periods the telecommunication and cable industries have
experienced significant volatility. GECC investments in (primarily within
financing receivables and investment securities), and commitments to these
industries aggregate approximately $12.2 billion as of June 29, 2002. These
investments are subject to GECC policies for reserving (on financing
receivables) and other than temporary impairment, as appropriate; any future
losses will be dependent upon associated business and economic conditions.
Liquidity
The major debt-rating agencies evaluate the financial condition of GECC.
Factors that are important to the ratings of GECC include the following: cash
generating ability - including cash generated from operating activities;
earnings quality - including revenue growth and the breadth and diversity of
sources of income; leverage ratios - such as debt to total capital and interest
coverage; and asset utilization, including return on assets and asset turnover
ratios. Considering those factors, as well as other criteria appropriate to
GECC, those major rating agencies continue to give the highest ratings to debt
of GECC (long-term credit rating AAA/Aaa; short-term credit rating A-1+/P-1).
Global commercial paper markets are a primary source of cash for GECC. GECC
is the most widely-held name in those markets. GECC began the year with $111
billion of commercial paper, about 48% of total debt outstanding at December 31,
2001, and at the end of the second quarter of 2002 had $76 billion of commercial
paper outstanding, about 31% of total debt outstanding at June 29, 2002. GECC
now targets a ratio for commercial paper as a percent of outstanding debt of 25%
to 35%.
17
As of June 29, 2002, GECC held approximately $54 billion of contractually
committed lending agreements with highly-rated global banks and investment banks
an increase of $21 billion since December 31, 2001. When considering the
contractually committed lending agreements as well as other sources of
liquidity, including medium and long-term funding, monetization, asset
securitization, cash receipts from GECC lending and leasing activities, short
term secured funding on global assets, and potential asset sales, management
believes it could achieve an orderly transition from commercial paper in the
unlikely event of impaired access to the commercial paper market.
During the first half of 2002, GECC issued approximately $58 billion of
long-term debt in U.S. and international markets. These funds were used
primarily to reduce the amount of commercial paper outstanding, fund maturing
long-term debt, and fund acquisitions and asset growth. GECC anticipates issuing
approximately $20 billion to $40 billion of additional long-term debt using both
U.S. and international markets during the remainder of 2002. The proceeds from
such issuances will be used to fund maturing long-term debt, additional
acquisitions and asset growth. The ultimate amount of debt issuances will depend
upon the growth in assets, acquisition activity, availability of markets and
movements in interest rates.
GECC uses special purpose entities as described in the December 31, 2001,
Annual Report on Form 10-K. Receivables held by special purpose entities as of
June 29, 2002 and December 31, 2001, were $42.7 billion and $41.3 billion,
respectively, and the maximum amount of liquidity support for commercial paper
outstanding was about the same at $41.6 billion. The maximum recourse provided
under credit support agreements increased from $14.3 billion at December 31,
2001, to $15 billion at June 29, 2002.
Other
On July 26, 2002, General Electric Company ("GE") announced organizational
changes that will result in the businesses that comprise GE Capital Services
becoming four separate businesses, effective August 1, 2002: GE Commercial
Finance, GE Insurance, GE Consumer Finance and GE Equipment Management. Each of
these businesses will report directly to Jeff Immelt, Chairman and Chief
Executive Officer of GE, and GE Vice Chairman Dennis Dammerman. GE Capital
Services and GE Capital Corporation will remain as legal entities and continue
as the major borrowers of funds necessary to support all of GE's financial
services activities. For more detail, see the press release, dated July 26,
2002, filed as Exhibit 99.3 to this quarterly report.
Forward Looking Statements
This document includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may differ materially
from these expectations due to changes in global political, economic, business,
competitive, market and regulatory factors.
18
Exhibit 12
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
Computation of Ratio of Earnings to Fixed Charges
and
Computation of Ratio of Earnings to Combined Fixed Charges
and Preferred Stock Dividends
Six Months Ended June 29, 2002
(Unaudited)
Ratio of
Earnings to
Combined Fixed
Ratio of Charges and
Earnings to Preferred Stock
(Dollars in millions) Fixed Charges Dividends
----------------- ----------------
Net earnings $ 2,162 $ 2,162
Provision for income taxes 692 692
Minority interest in net earnings of consolidated affiliates 49 49
----------------- ----------------
Earnings before provision for income taxes and minority interest 2,903 2,903
----------------- ----------------
Fixed charges:
Interest 4,592 4,592
One-third of rentals 155 155
----------------- ----------------
Total fixed charges 4,747 4,747
----------------- ----------------
Less interest capitalized, net of amortization (20) (20)
----------------- ----------------
Earnings before provision for income taxes and minority interest, plus fixed
charges $ 7,630 $ 7,630
================= ================
Ratio of earnings to fixed charges 1.61
=================
Preferred stock dividend requirements 26
Ratio of earnings before provision for income taxes to net earnings 1.32
----------------
Preferred stock dividend factor on pre-tax basis 34
Fixed charges 4,747
----------------
Total fixed charges and preferred stock dividend requirements $ 4,781
================
Ratio of earnings to combined fixed charges and preferred stock dividends 1.60
================
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.
19
Exhibit 99.1
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of General Electric Capital Corporation
(the "Company") on Form 10-Q for the period ending June 29, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Denis Nayden, Chairman of the Board and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ Denis Nayden
- --------------------------
Denis Nayden
Chairman of the Board and
Chief Executive Officer
July 31, 2002
20
Exhibit 99.2
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of General Electric Capital Corporation
(the "Company") on Form 10-Q for the period ending June 29, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
James A. Parke, Vice Chairman and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ James A. Parke
- -----------------------
James A. Parke
Vice Chairman and
Chief Financial Officer
July 31, 2002
21
Exhibit 99.3
GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES
Press Release
GE Announces Reorganization of Financial Services;
GE Capital to Become Four Separate Businesses
FAIRFIELD, Conn.--(BUSINESS WIRE)--July 26, 2002--GE Chairman and CEO Jeff
Immelt today announced organization changes that will result in GE Capital, the
Company's diversified financial services business, becoming four separate GE
financial services businesses.
Effective August 1, 2002, GE Capital will become GE Commercial Finance, GE
Insurance, GE Consumer Finance and GE Equipment Management. Each of the
businesses will report directly to Immelt and GE Vice Chairman Dennis Dammerman,
who has oversight for GE Capital.
"The reason for doing this is simple - I want more direct contact with the
financial services teams," Immelt said. "GE's financial businesses generate 40
percent of the Company's earnings. They have been an important part of GE's
growth for decades, offering tremendous diversity of financial services, great
leadership and the best people in the industry. To build on this success, it now
makes sense to operate these businesses even more effectively.
"These four new financial services businesses have great breadth and the
resources to deliver globally," Immelt said. "They have similar customers,
processes and opportunities for greater sharing. With this simplified structure,
the leaders of these four businesses will interact directly with me, enabling
faster decision making and execution.
"The organization and leadership will be aligned with their natural
markets," Immelt said. "This will create a clearer line of sight on how our
financial services businesses operate and enhance growth. Our external reporting
will mirror this organizational structure, providing greater clarity for
investors."
Named to lead the four financial businesses are: Michael A. Neal, President
and CEO, GE Commercial Finance; David R. Nissen, President and CEO, GE Consumer
Finance; Arthur H. Harper, President and CEO, GE Equipment Management; and
Michael D. Fraizer, President and CEO, GE Insurance.
To ensure the same rigorous level of financial stewardship, several critical
and shared GE Capital Corporate functions including Risk Management, Capital
Markets, Controllership, Tax and Treasury, will remain intact. GE Capital
Services, Inc. and GE Capital Corporation will remain as legal entities and
continue as the major borrowers of funds necessary to support all of GE's
financial services activities. Their boards will continue as platforms for
reviews of operations, transactions and capital allocation among the four
financial services businesses. Dammerman will be chairman and James A. Parke
will be vice chairman of both boards. Parke also has been promoted to a GE
Senior Vice President and, in addition to his current responsibilities as GE
Capital Chief Financial Officer, will oversee GE Equity and GE Information
Technology Solutions.
GE Capital Chairman and CEO Denis J. Nayden's plans include creating a
financial services advisory company. In this regard, he will continue to serve
as a senior advisor to Immelt and the GE Capital Board on business development
and other matters.
"Denis Nayden is a great leader and a big reason for GE Capital's
outstanding performance," Immelt said. "He and the Capital Corporate team are to
be commended for creating smart, entrepreneurial, and disciplined teams that
have made GE the leader in key financial industries.
"I want to thank Denis for building such a strong record of performance and
financial integrity at GE Capital over the past 25 years, and I am extremely
pleased that he has agreed to continue in a key role," Immelt said. "Denis'
extensive expertise, financial acumen and industry knowledge will be invaluable
to me as we continue to grow."
Nayden said: "Leading GE Capital has been a tremendous professional and
personal experience, especially having had the opportunity to work with a
fabulous team of energized, talented people. By creating four financial services
businesses, each with a strong leader, we are fulfilling Jeff's vision of
customer centricity by creating a leaner, faster, more efficient operation. I
look forward to continuing a strong relationship with the Company."
22
Current GE Capital businesses will be organized into the new structure as
follows:
o GE Commercial Finance: Aviation Services, Commercial Equipment
Financing, Commercial Finance, Healthcare Financial Services, Real
Estate, Structured Finance Group, Vendor Financial Services
o GE Equipment Management: Fleet Services, Rail Services, TIP/Mod Space,
European Equipment Management, Penske Truck Leasing
o GE Consumer Finance: Card Services, Global Consumer Finance
o GE Insurance: Employer's Reinsurance, Financial Assurance, Financial
Guaranty Insurance, Mortgage Insurance
GE will continue its practice of expanded financial disclosure covering
these businesses.
"We have a talented financial leadership team in place representing decades
of experience with GE Capital, and a deep bench supporting them." Immelt said.
"Mike Neal brings a great history of deal making and strong leadership. Mike
Fraizer's industry knowledge and talents have helped create a thriving global
consumer insurance business. Included in the Insurance segment will be Employers
Reinsurance Corporation, which will continue to be led by Ron Pressman. Art
Harper brings a legacy of excellent operational depth, experience and
management. Dave Nissen's strategic perspective and leadership have helped him
build a global consumer finance business literally from the ground up.
"I have envisioned having more direct contact with our financial services
team since I became chairman and CEO last September," Immelt said. "GE Capital
is positioned for another year of double-digit growth. Our businesses and
portfolio, as well as our processes and procedures, are in great shape. The
performance of our Company remains on track for 2002."
GE (NYSE: GE) is a diversified technology and services company dedicated to
creating products that make life better. From aircraft engines and power
generation to financial services, medical imaging, television programming and
plastics, GE operates in more than 100 countries and employs more than 300,000
people worldwide. For more information, visit the company's Web site at
http://www.ge.com/
Caution Concerning Forward-Looking Statements
This document includes certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may differ materially
from these expectations due to changes in global political, economic, business,
competitive, market and regulatory factors. More detailed information about
those factors is contained in GE's filings with the Securities and Exchange
Commission.
--30--rc/ny*
CONTACT: General Electric, Fairfield
David Frail, 203/373-3387
[email protected]
23
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 99.1 Certification Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To Section 906
Of The Sarbanes-Oxley Act Of 2002
Exhibit 99.2 Certification Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To Section 906
Of The Sarbanes-Oxley Act Of 2002
Exhibit 99.3 GE Announces Reorganization Of Financial Services;
GE Capital to Become Four Separate Businesses
b. Reports on Form 8-K.
None.
24
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: July 31, 2002 By: /s/ J.A. Parke
------------------------------------------
J.A. Parke,
Vice Chairman and Chief Financial Officer
(Principal Financial Officer)
Date: July 31, 2002 By: /s/ J.C. Amble
------------------------------------------
J.C. Amble,
Vice President and Controller
(Principal Accounting Officer)
25