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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q


 

(Mark One)

   

[x]

 

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

   

For the quarterly period ended June 30, 2003

OR

[  ]

 

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

   

For the transition period from ____ to ____

Commission file number 1-6461

GENERAL ELECTRIC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)

 

Delaware


(State or other jurisdiction of incorporation or organization)

 

13-1500700


(I.R.S. Employer Identification No.)

260 Long Ridge Road, Stamford, CT


 

06927


(Address of principal executive offices)

  (Zip Code)

(Registrant's telephone number, including area code) (203) 357-4000

(Former name, former address and former fiscal year, if changed since last report)

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 [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Act). Yes [ ] No [x]

At July 31, 2003, 3,985,403 shares of common stock with a par value of $4.00 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.

(1)


 

General Electric Capital Corporation

Part I – Financial Information

 

Page

   

     Item 1. Financial Statements

   

          Condensed Statement of Current and Retained Earnings

 

3

          Condensed Statement of Financial Position

 

4

          Condensed Statement of Cash Flows

 

5

     Notes to Condensed, Consolidated Financial Statements (Unaudited)

 

6

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

 

9

     Item 4. Controls and Procedures

 

24

     

Part II – Other Information

   
     

     Item 6. Exhibits and Reports on Form 8–K

 

25

     Signatures

 

26

     

 

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 our 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.

(2)


 

Part I. Financial Information

Item 1. Financial Statements

Condensed Statement of Current and Retained Earnings
General Electric Capital Corporation and consolidated affiliates

(Unaudited)

 

Second quarter
ended June 30

 

Six months
ended June 30

 


(Dollars in millions)

2003

 

2002

 

2003

 

2002

 
 
 
 
 
 
                         

Revenues from services

$

12,262

 

$

10,894

 

$

23,936

 

$

21,608

 

Sales of goods

 

568

   

899

   

1,055

   

1,715

 
 
 
 
 
 
                         

Total revenues

 

12,830

   

11,793

   

24,991

   

23,323

 
 
 
 
 
 
                         

Interest

 

2,444

   

2,335

   

4,812

   

4,511

 

Operating and administrative

 

3,815

   

2,966

   

7,226

   

6,033

 

Cost of goods sold

 

465

   

822

   

902

   

1,564

 

Insurance losses and policyholder and annuity benefits

 

2,147

   

1,990

   

4,312

   

3,940

 

Provision for losses on financing receivables

 

935

   

780

   

1,677

   

1,410

 

Depreciation and amortization of equipment on operating leases

                       

     (including buildings and equipment)

 

1,099

   

1,000

   

2,190

   

1,947

 

Minority interest in net earnings of consolidated affiliates

 

15

   

27

   

46

   

49

 
 
 
 
 
 
                         

Total costs and expenses

 

10,920

   

9,920

   

21,165

   

19,454

 
 
 
 
 
 
                         

Earnings before income taxes and accounting changes

 

1,910

   

1,873

   

3,826

   

3,869

 

Provision for income taxes

 

(306

)

 

(301

)

 

(604

)

 

(692

)

 

   
 

 

 

Earnings before accounting changes

 

1,604

   

1,572

   

3,222

   

3,177

 

Cumulative effect of accounting changes (note 4)

 

   

   

   

(1,015

)

 
 
 
 
 
                         

Net earnings

 

1,604

   

1,572

   

3,222

   

2,162

 

Dividends

 

(169

)

 

(444

)

 

(350

)

 

(987

)

Retained earnings at beginning of period

 

28,461

   

23,601

   

27,024

   

23,554

 
 

   
 

 

 

Retained earnings at end of period

$

29,896

 

$

24,729

 

$

29,896

 

$

24,729

 

 



 

 

 

 

See "Notes to Condensed, Consolidated Financial Statements."

             

 

(3)


 

Condensed Statement of Financial Position
General Electric Capital Corporation and consolidated affiliates

(Dollars in millions)

June 30, 2003

 

December 31, 2002

 
 
 
    (Unaudited)        

Cash and equivalents

$

4,913

 

$

6,983

 

Investment securities

 

81,450

   

89,807

 

Financing receivables:

           

     Time sales and loans, net of deferred income

 

158,146

   

141,775

 

     Investment in financing leases, net of deferred income

 

58,714

   

58,994

 
 

 

 
   

216,860

   

200,769

 

     Allowance for losses on financing receivables

 

(6,045

)

 

(5,447

)

 

 

 

Financing receivables – net

 

210,815

   

195,322

 

Insurance receivables

 

12,197

   

14,273

 

Other receivables – net

 

17,385

   

16,388

 

Inventories

 

181

   

208

 

Equipment on operating leases (at cost) including buildings and
     equipment, less accumulated amortization of $14,557 and $13,407

 

35,973

   

35,060

 

Intangible assets

 

21,338

   

20,916

 

Other assets

 

69,608

   

60,485

 

Assets held for sale (note 5)

 

22,235

   

 
 
 
 

Total assets

$

476,095

 

$

439,442

 
 
 
 
             

Short-term borrowings

$

122,126

 

$

122,745

 

Long-term borrowings

           

     Senior

 

161,509

   

137,893

 

     Subordinated

 

884

   

965

 

Insurance liabilities, reserves and annuity benefits

 

84,606

   

99,537

 

All other liabilities

 

29,171

   

26,169

 

Deferred income taxes

 

11,099

   

10,546

 

Liabilities associated with assets held for sale (note 5)

 

19,768

   

 
 
 
 

Total liabilities

 

429,163

   

397,855

 
 
 
 
             

Minority interest in equity of consolidated affiliates

 

1,796

   

1,834

 
 

 

 

Accumulated gains/(losses) – net

           

     Investment securities

 

3,779

   

1,030

 

     Currency translation adjustments

 

105

   

(591

)

     Derivatives qualifying as hedges

 

(2,892

)

 

(1,959

)

 

 

 

Accumulated non-owner changes other than earnings

 

992

   

(1,520

)

Capital stock

 

19

   

18

 

Additional paid-in capital

 

14,229

   

14,231

 

Retained earnings

 

29,896

   

27,024

 
 

 

 

Total share owner's equity

 

45,136

   

39,753

 
 
 
 
             

Total liabilities and equity

$

476,095

 

$

439,442

 
 
 
 
             

See "Notes to Condensed, Consolidated Financial Statements."

 

(4)


 

Condensed Statement of Cash Flows
General Electric Capital Corporation and consolidated affiliates

 

Six months ended
June 30 (Unaudited)

 
 
 

(Dollars in millions)

2003

2002

 
 
 

Cash Flows – Operating Activities

Net earnings

$

3,222

$

2,162

Adjustments to reconcile net earnings to cash provided from
     operating activities

       

 

 

          Cumulative effect of accounting changes

1,015

          Provision for losses on financing receivables

1,677

1,410

          Depreciation and amortization of equipment on
               operating leases (including buildings and equipment)

2,190

1,947

All other operating activities

1,608

1,601

 
 
 

Cash from operating activities

8,697

8,135

 
 
 

Cash Flows – Investing Activities

Increase in loans to customers

(108,420

)

(86,100

)

Principal collections from customers – loans

99,779

81,303

Investment in equipment for financing leases

(9,463

)

(11,417

)

Principal collections from customers – financing leases

9,918

8,980

Net change in credit card receivables

(1,610

)

(1,398

)

Equipment on operating leases (including buildings and equipment):

     – additions

(3,043

)

(4,934

)

     – dispositions

2,353

2,666

Payments for principal businesses purchased, net of cash acquired

(8,083

)

(5,244

)

Purchases of securities by insurance and annuity businesses

(15,907

)

(18,498

)

Dispositions of securities by insurance and annuity businesses

15,628

15,677

All other investing activities

(5,573

)

(759

)





Cash used for investing activities

(24,421

)

(19,724

)





Cash Flows – Financing Activities

Net decrease in borrowings (maturities 90 days or less)

(4,509

)

(35,865

)

Newly issued debt – short-term (91-365 days)

738

1,710

Newly issued debt – long-term senior

36,218

56,569

Proceeds – non-recourse, leveraged lease debt

168

585

Repayments and other reductions – short-term (91-365 days)

(16,289

)

(12,057

)

Repayments and other reductions – long-term senior debt

(1,517

)

784

Principal payments – non-recourse, leveraged lease debt

(521

)

(321

)

Proceeds from sales of investment contracts

4,414

3,805

Cash acquired in assumption of liabilities for policy holder benefits

2,406

Redemption of investment contracts

(4,082

)

(3,742

)

Dividends paid

(350

)

(987

)





Cash from financing activities

14,270

12,887





Increase (decrease) in cash and equivalents

(1,454

)

1,298

Cash and equivalents at beginning of year

6,983

6,784

 



 

Cash and equivalents at June 30 (a)

$

5,529

$

8,082

 
 
 

(a)     Cash and equivalents at June 30, 2003 includes $616 million of cash classified as assets held for sale in the Condensed Statement of Financial Position (see note 5).

See "Notes to Condensed, Consolidated Financial Statements."

(5)


 

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 of our affiliates (GECC) – companies that we directly or indirectly control (consolidated affiliates). We reclassified certain prior year amounts 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) that we considered necessary 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. We label our quarterly information using a calendar convention, that is, first quarter is consistently labeled as ending on March 31, second quarter as ending on June 30, and third quarter as ending on September 30. It is our longstanding practice to establish actual interim closing dates using a "fiscal" calendar, which requires our businesses to close their books on a Saturday in order to normalize the potentially disruptive effects of quarterly closings on business processes. The effects of this practice are modest and only exist within a reporting year. The fiscal closing calendar from 1993 through 2013 is available on our Web site, www.ge.com/en/company/investor/secreports.htm.

     3. In November 2002, the Financial Accounting Standards Board (FASB) issued Financial Interpretation No. (FIN) 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Among other things, the Interpretation requires guarantors to recognize, at fair value, their obligations to stand ready to perform under certain guarantees. FIN 45 became effective for guarantees issued or modified on or after January 1, 2003 and had an inconsequential effect on our financial position as of June 30, 2003 and results of operations for the second quarter and the first six months of 2003.

     FIN 46, Consolidation of Variable Interest Entities is effective for us on July 1, 2003. Based on the new criteria in the Interpretation, we will consolidate certain entities in our third quarter financial statements. While FIN 46 represents a significant change in accounting principles governing consolidation, it does not change the economic or legal characteristics of asset sales. Important considerations that differentiate FIN 46 entities from others included in our consolidated statements include the following:

     We will consolidate approximately $36 billion of securitized assets at transition and approximately $15 billion of investment securities related to guaranteed investment contracts. Assets and liabilities in FIN 46 entities differ from other consolidated assets and liabilities, thus our future financial statements will distinguish assets and liabilities that are included solely as a result of FIN 46. Because we will not sell any additional assets to these consolidated FIN 46 entities, these balances will decrease as the assets mature. Our July 1, 2003, consolidation of FIN 46 entities resulted in a $0.4 billion after-tax charge that will be reported as an accounting change in our third quarter results.

(6)


 

     4. The FASB's Statement of Financial Accounting Standards (SFAS) 142, Goodwill and Other Intangible Assets, generally became effective for us on January 1, 2002. Under SFAS 142, goodwill is no longer amortized but is tested for impairment using a fair value methodology. We stopped amortizing goodwill effective January 1, 2002.

     Under SFAS 142, we were 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. We established fair values using discounted cash flows. When available and as appropriate, we use comparative market multiples to corroborate discounted cash flow results.

     The result of testing goodwill 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. Factors contributing to 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 had been required under our previous goodwill impairment policy, which was based on undiscounted cash flows.

Intangibles Subject To Amortization

 

At June 30, 2003

 

At December 31, 2002

 
 
 
 

(Dollars in millions)

Gross
carrying
amount

 

Accumulated
amortization

 

Gross
carrying
amount

 

Accumulated
amortization

 
 
 
 
 
 

Present value of future profits (PVFP)

$

3,978

 

$

(2,733

)

$

4,754

 

$

(2,676

)

Capitalized software

 

1,255

   

(532

)

 

1,269

   

(499

)

Servicing assets (a)

 

3,596

   

(3,353

)

 

3,580

   

(3,238

)

Patents, licenses and other

 

960

   

(534

)

 

826

   

(499

)

 

 

 

 

 

Total

$

9,789

 

$

(7,152

)

$

10,429

 

$

(6,912

)

 

 

 

 

 

(a) Servicing assets, net of accumulated amortization, are associated primarily with serviced residential mortgage loans amounting to $22 billion and $33 billion at June 30, 2003 and December 31, 2002, respectively.

 

     Amortization expense related to amortizable intangible assets for the second quarters ended June 30, 2003 and 2002, was $145 million and $431 million, respectively.  Amortization expense related to amortizable intangible assets for the first six months ended June 30,  2003 and 2002, was $427 million and $689 million, respectively. The estimated percentage of the December 31, 2002, net PVFP balance (adjusted for assets held for sale) to be amortized over each of the next five years follows.

2003

   

2004

   

2005

   

2006

   

2007

 

   
   
   
   
 

8.1

%

 

7.8

%

 

7.4

%

 

6.9

%

 

6.4

%

     Amortization expense for PVFP in future periods will be affected by acquisitions, realized capital gains/losses and 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.

(7)


 

Goodwill

Goodwill balances follow:

(Dollars in millions)

Commercial
Finance

 

Consumer
Finance

 

Equipment
Management

 

Insurance

 

All Other
GECS and
eliminations

 

Total

 
 
 
 
 
 

Balance, December 31, 2002

$

7,987

 

$

5,562

 

$

1,242

 

$

4,176

 

$

(1,568

)

$

17,399

Acquisitions/Purchase
     Accounting Adjustments

 

98

   

919

   

   

47

   

(18

)

 

1,046

Foreign exchange and other

 

69

   

386

   

82

   

(219

) (a)

 

(62

)

 

256

 
 
 
 
 
 

Balance, June 30, 2003

$

8,154

 

$

6,867

 

$

1,324

 

$

4,004

 

$

(1,648

)

$

18,701

 
 
 
 
 
 

(a)     Includes $(303) million of goodwill associated with assets held for sale (see note 5).

     5. On June 25, 2003, we announced a definitive agreement to sell the Tokyo-based GE Edison Life Insurance Company and U.S. Auto and Home businesses to American International Group, Inc. for approximately $2,150 million in cash following a pre-closing dividend.  The transaction is subject to regulatory approvals and is expected to close in the third quarter.  After taxes and transaction costs, we estimate that we will realize a gain of $150 million.

     Summarized financial information for the GE Edison Life Insurance Company and U.S. Auto and Home businesses are set forth below:      

 
 

(Dollars in millions)

6/30/03

 
 
 

Cash and equivalents

$

616

   

Investment securities

 

16,409

   

Insurance receivables

 

2,677

   

Goodwill

 

303

   

Other Intangible assets

 

597

   

Other

 

1,633

   
 
 

Total assets held for sale

$

22,235

   
 
 
         

Insurance liabilities, reserves and annuity benefits

$

18,018

   

Other

 

1,750

   
 
 

Total liabilities associated with assets held for sale

$

19,768

   
 
 

     

     

Accumulated gains on investment securities, currency translation

     

adjustments and derivatives qualifying as hedges – net

$

762

 
 
 
       

The GE Edison Life Insurance Company and U.S. Auto and Home assets and liabilities are reported under the Insurance and All Other GECS segment, respectively.   At June 30, 2003, these amounts, net of assets expected to be included in the pre-closing dividend, are classified as held for sale.

     6. A summary of increases/(decreases) in share owner's equity that did not result directly from transactions with share owners, net of income taxes, follows:

 

Second quarter ended


 

(Dollars in millions)

6/30/03

 

6/30/02

 
 
 
 

Net earnings

$

1,604

 

$

1,572

 

Investment securities – net changes in value

 

2,110

   

823

 

Currency translation adjustments – net

 

599

   

57

 

Derivatives qualifying as hedges – net changes in value

 

(841

)

 

(749

)

 
 
 

Total

$

3,472

 

$

1,703

 
 
 
 

(8)


 

 

Six months ended


 

(Dollars in millions)

6/30/03

 

6/30/02

 
 
 
 
         

Net earnings

$

3,222

 

$

2,162

 

Investment securities – net changes in value

 

2,749

   

515

 

Currency translation adjustments – net

 

696

   

(108

)

Derivatives qualifying as hedges – net changes in value

 

(933

)

 

(416

)

 
 
 

Total

$

5,734

 

$

2,153

 
 
 
 

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

A. Results of Operations – Second Quarter of 2003 Compared with Second Quarter of 2002

Overview

     Earnings before accounting changes (discussed in note 4 to the condensed, consolidated financial statements) for the second quarter of 2003 were $1,604 million, a $32 million (2%) increase over the second quarter of 2002. Three of our four businesses – Commercial Finance, Consumer Finance and Insurance – achieved double-digit earnings growth during the second quarter of 2003.      

     Acquisitions contributed $71 million to earnings in the second quarter of 2003 compared with approximately $132 million in the comparable 2002 period. For purposes of this discussion, only earnings during the first 12 months following the quarter in which the acquisition is completed are considered to be related to acquired companies.

     Total revenues increased $1,037 million (9%) to $12,830 million for the second quarter of 2003, compared with $11,793 million for the second quarter of 2002. The increase resulted primarily from growth in premium revenues and higher investment gains at Insurance as well as the effects of origination growth and acquisitions at Consumer Finance and Commercial Finance. These increases were partially offset by product line and geographic market exits at IT Solutions.

     Interest expense on borrowings for the second quarter of 2003 was $2,444 million, 5% higher than second quarter of 2002. The increase reflected the effects of higher average borrowings used to finance asset growth, partially offset by the effects of lower interest rates. The average composite interest rate on our borrowings for the second quarter of 2003 was 3.53% compared with 4.01% in the second quarter of 2002.

     Over the last three years, market interest rates have been more volatile than our average composite effective interest rates, principally because of the mix of effectively fixed rate borrowings in our financing structure. Yields on our portfolio of fixed and floating-rate financial products have behaved similarly; consequently, financing spreads have remained relatively flat over the three-year period.

     Provision for income taxes was $306 million for the second quarter of 2003, (an effective tax rate of 16.0%), compared with $301 million for the second quarter of 2002 (an effective tax rate of 16.1%). The slightly lower effective tax rate primarily reflected the effects of lower taxed earnings from international operations offset by the absence of a current year counterpart to the 2002 tax settlement with the Internal Revenue Service allowing the deduction of previously realized losses associated with the prior disposition of Kidder Peabody.

(9)


 

Operating Segments

     Revenues and earnings before accounting changes, by operating segment, of General Electric Capital Services, Inc. (GECS), the sole owner of the common stock of GECC, are summarized and discussed below with a reconciliation to the GECC-only results, for the second quarters ended June 30, 2003 and 2002. The most significant component of these reconciliations is the exclusion from the Insurance segment at the GECC level of the results of GE Global Insurance Holding (principally Employers Reinsurance Corporation – ERC), which is not a subsidiary of GECC but is a direct subsidiary of GECS. Additionally, the Commercial Finance (CF) business within our Commercial Finance segment has been renamed Corporate Financial Services. We reclassified certain prior year amounts to conform to the current period presentation.

 

 

Second quarter ended

 

(Dollars in millions)

6/30/03

 

6/30/02

 
 
 
 
         

Revenues

           

Commercial Finance

$

4,737

 

$

4,404

 

Consumer Finance

 

3,046

   

2,463

 

Equipment Management

 

1,153

   

1,168

 

Insurance

 

6,792

   

5,263

 

All Other GECS

 

159

   

672

 
 
 
 

     Total revenues

 

15,887

   

13,970

 

Revenues not included in GECC

 

(3,057

)

 

(2,177

)

 

 

 

     Total revenues as reported in GECC

$

12,830

 

$

11,793

 
 
 
 

 

           

Net earnings

           

Commercial Finance

$

805

 

$

735

 

Consumer Finance

 

514

   

466

 

Equipment Management

 

26

   

67

 

Insurance

 

508

   

95

 

All Other GECS

 

(251

)

 

(36

)

 

 

 

     Total net earnings

 

1,602

   

1,327

 

Earnings not included in GECC

 

2

   

245

 
 
 
 

     Total net earnings as reported in GECC

$

1,604

 

$

1,572

 
 
 
 

(10)


 

Following is a discussion of revenues and net earnings from operating segments for the second quarters of 2003 and 2002.

 

Second quarter ended

       

(Dollars in millions)

6/30/03

 

6/30/02

       
 
 
 
               

Revenues

                 

Commercial Equipment Financing

$

1,163

 

$

1,069

       

Real Estate

 

599

   

545

       

Corporate Financial Services

 

590

   

554

       

Structured Finance

 

345

   

296

       

Aviation Services

 

710

   

683

       

Vendor Financial Services

 

1,142

   

1,081

       

Healthcare Financial Services

 

187

   

164

       

Other Commercial Finance

 

1

   

12

       
 
 
 

     Total revenues

 

4,737

   

4,404

       

Commercial Finance not included in GECC

 

(74

)

 

(58

)

     
 

 

       

     Total revenues in GECC

$

4,663

 

$

4,346

       
 
 
 
                   

Net earnings

                 

Commercial Equipment Financing

$

170

 

$

149

       

Real Estate

 

198

   

140

       

Corporate Financial Services

 

150

   

141

       

Structured Finance

 

117

   

127

       

Aviation Services

 

126

   

121

       

Vendor Financial Services

 

83

   

81

       

Healthcare Financial Services

 

39

   

33

       

Other Commercial Finance

 

(78

)

 

(57

)

     
 

 

       

     Total net earnings

 

805

   

735

       

Commercial Finance not included in GECC

 

(14

)

 

(19

)

     
 

 

       

     Total net earnings in GECC

$

791

 

$

716

       
 
 
 
                   
 

At


 
 

6/30/03

 

6/30/02

 

12/31/02

 
 
 
 
 

Total assets

           

Commercial Equipment Financing

$

52,874

 

$

49,965

 

$

51,757

 

Real Estate

 

29,157

   

30,144

   

29,522

 

Corporate Financial Services

 

28,872

   

26,073

   

26,897

 

Structured Finance

 

19,970

   

17,701

   

19,293

 

Aviation Services

 

32,305

   

27,968

   

30,512

 

Vendor Financial Services

 

26,044

   

22,197

   

25,518

 

Healthcare Financial Services

 

8,408

   

7,107

   

7,905

 

Other Commercial Finance

 

835

   

2,289

   

2,841

 
 

 

 

 

     Total assets

 

198,465

   

183,444

   

194,245

 

Commercial Finance not included in GECC

 

(681

)

 

(580

)

 

(985

)

 

 

 

 

     Total assets in GECC

$

197,784

 

$

182,864

 

$

193,260

 
 

 

 

 
 

GECC financing receivables net

$

127,025

 

$

118,421

 

$

126,147

 
 

 

 

 
                   

Commercial Finance revenues and net earnings increased 8% and 10%, respectively, compared with the second quarter of 2002. The increase in revenues resulted primarily from acquisitions, higher securitization gains at Commercial Equipment Financing and Vendor Financial Services and origination growth. The increase in net earnings resulted primarily from higher securitization gains at Commercial Equipment Financing and Vendor Financial Services, lower credit losses at Corporate Financial Services and Real Estate and acquisitions, partially offset by a higher effective tax rate.

(11)


 

(Dollars in millions)

Second quarter ended


       
 

6/30/03

 

6/30/02

       
 
 
 
 
       

Revenues

                 

Global Consumer Finance

$

2,051

 

$

1,501

       

Card Services

 

995

   

962

       
 

 

       

     Total revenues

 

3,046

   

2,463

       

Consumer Finance not included in GECC

 

59

   

(119

)

     
 

 

       

     Total revenues in GECC

$

3,105

 

$

2,344

       

 



 

       

Net earnings

                 

Global Consumer Finance

$

366

 

$

315

       

Card Services

 

172

   

175

       

Other Consumer Finance

 

(24

)

 

(24

)

     
 

 

       

     Total net earnings

 

514

   

466

       
                   

Consumer Finance not included in GECC

 

76

   

(39

)

     
 

 

       

     Total net earnings in GECC

$

590

 

$

427

       

 



 

       
 

At

 
 
 
 

6/30/03

 

6/30/02

 

12/31/02

 
 
 
 
 

Total assets

                 

Global Consumer Finance

$

73,739

 

$

52,712

 

$

58,310

 

Card Services

 

23,378

   

16,327

   

18,655

 
 

 

 

 

     Total assets

 

97,117

   

69,039

   

76,965

 

Consumer Finance not included in GECC

 

(1,006

)

 

(343

)

 

(1,080

)

 

 

 

 

     Total assets in GECC

$

96,111

 

$

68,696

 

$

75,885

 

 
 

 
 
 

 
 
 

 
 

GECC financing receivables – net

$

77,254

 

$

56,473

 

$

62,646

 

 

 

 

 

 

Consumer Finance revenues and net earnings increased 24% and 10%, respectively, compared with the second quarter of 2002. The increase in revenues resulted primarily from acquisitions, the net effects of foreign currency translation and origination growth. The increase in net earnings resulted primarily from growth in lower taxed earnings from international operations, acquisitions and origination growth, partially offset by lower securitization gains at Card Services.

(12)


 

 

Second quarter ended


       

(Dollars in millions)

6/30/03

 

6/30/02

       
 
 
       

Revenues

                 

Equipment Management total revenues

$

1,153

 

$

1,168

       

Equipment Management not included in GECC

 

   

(15

)

     
   
 

       

     Total revenues in GECC

$

1,153

 

$

1,153

       
 

 

       

Net earnings

                 

Equipment Management total net earnings

$

26

 

$

67

       

Equipment Management not included in GECC

 

   

3

       
   
 

       

     Total net earnings in GECC

$

26

 

$

70

       
 

 

       
 

At

 
 
 
 

6/30/03

 

6/30/02

 

12/31/02

 



Total assets

                 

Equipment Management total assets

$

26,235

 

$

25,140

 

$

25,222

 

Equipment Management not included in GECC

 

102

   

57

   

57

 
 

 

 

 

     Total assets in GECC

$

26,337

 

$

25,197

 

$

25,279

 
 

 

 

 

GECC equipment leased to others

$

11,467

 

$

11,228

 

$

11,285

 
 

 

 

 
                   

 

Equipment Management revenues and net earnings decreased 1% and 61%, respectively, compared with the second quarter of 2002. The decrease in revenues was primarily attributable to lower asset utilization and lower price, partially offset by the net effects of foreign currency translation. The decrease in net earnings was primarily attributable to lower asset utilization, lower price and increased reserves.

(13)


 

 

 

Second quarter ended


 

(Dollars in millions)

6/30/03


 

6/30/02


 
         

Revenues

           

GE Financial Assurance

$

3,334

 

$

2,817

 

Mortgage Insurance

 

281

   

256

 

GE Global Insurance Holding (ERC)

 

3,065

   

2,076

 

Other Insurance

 

112

   

114

 
 

 

 

     Total revenues

 

6,792

   

5,263

 

Insurance not included in GECC

 

(3,040

)

 

(2,022

)

 

 

 

     Total revenues in GECC

$

3,752

 

$

3,241

 
 

 

 

Net earnings

           

GE Financial Assurance

$

203

 

$

118

 

Mortgage Insurance

 

130

   

152

 

GE Global Insurance Holding (ERC)

 

119

   

(229

)

Other Insurance

 

56

   

54

 


 

     Total net earnings

508

95

Insurance not included in GECC

 

(104

)

 

233

 
 

 

 

     Total net earnings in GECC

$

404

 

$

328

 
 

 

 

 

Insurance revenues and net earnings increased compared with the second quarter of 2002. The increase in revenues resulted primarily from growth in premium revenues, the absence of a current year counterpart to adjustments to estimates of prior-year loss events at ERC and higher investment gains. The growth in premium revenues is primarily attributable to the combination of price increases at ERC, origination volume at GE Financial Assurance, and post acquisition revenues from acquired businesses. This was partially offset by a decrease in premium volume resulting from the more restrictive underwriting at ERC. The higher investment gains are primarily attributable to other-than-temporary impairments recognized during the second quarter of 2002, primarily related to WorldCom, Inc. bonds. The increase in net earnings resulted primarily from growth in premium revenues, the absence of a current year counterpart to adjustments to estimates of prior-year loss events and lower adverse development at ERC, and higher investment gains. These increases were partially offset by increased policyholder losses and benefits primarily related to growth in premium revenues.

(14)


  • All Other GECS

 

 

Second quarter ended


 

(Dollars in millions)

6/30/03


 

6/30/02


 
         

Revenues

           

IT Solutions

$

115

 

$

473

 

GE Equity

 

(90

)

 

(87

)

Other – All Other GECS

 

134

   

286

 
 

 

 

     Total revenues

 

159

   

672

 

All Other GECS not included in GECC

 

(2

)

 

37

 
 

 

 

     Total revenues in GECC

$

157

 

$

709

 
 

 

 

Net earnings

           

IT Solutions

$

(12

)

$

(4

)

GE Equity

 

(75

)

 

(84

)

Other – All Other GECS

 

(164

)

 

52

 
 

 

 

     Total net earnings

 

(251

)

 

(36

)

All Other GECS not included in GECC

 

44

   

67

 
 

 

 

     Total net earnings in GECC

$

(207

)

$

31

 
 

 

 

 

All Other GECS includes our activities and businesses that we do not measure within one of the other financial services segments.

             Three factors explain these results:

(15)


 

B. Results of Operations – First Half of 2003 Compared with First Half of 2002

Overview

     Earnings before accounting changes (discussed in note 4 to the condensed, consolidated financial statements) for the first six months of 2003 were $3,222 million, a $45 million (1%) increase over the first six months of 2002. Three of our four businesses – Commercial Finance, Consumer Finance and Insurance – achieved double-digit earnings growth during the first six months of 2003.

     Acquisitions contributed $149 million to earnings in the first six months of 2003 compared with approximately $265 million in the comparable 2002 period. For purposes of this discussion, only earnings during the first 12 months following the quarter in which the acquisition is completed are considered to be related to acquired companies.

     Total revenues increased $1,668 million (7%) to $24,991 million for the first six months of 2003, compared with $23,323 million for the first six months of 2002. The increase resulted primarily from growth in premium revenues and higher investment gains at Insurance as well as the effects of origination growth and acquisitions at Consumer Finance and Commercial Finance. These increases were partially offset by product line and geographic market exits at IT Solutions.

     Interest expense on borrowings for the first six months of 2003 was $4,812 million, 7% higher than the first six months of 2002. The increase reflected the effects of higher average borrowings used to finance asset growth, partially offset by the effects of lower interest rates. The average composite interest rate on our borrowings for the first six months of 2003 was 3.64% compared with 4.02% in the first six months of 2002.

     Over the last three years, market interest rates have been more volatile than our average composite effective interest rates, principally because of the mix of effectively fixed rate borrowings in our financing structure. Yields on our portfolio of fixed and floating-rate financial products have behaved similarly; consequently, financing spreads have remained relatively flat over the three-year period.

     Provision for income taxes was $604 million for the first six months of 2003 (an effective tax rate of 15.8%), compared with $692 million for the first six months of 2002 (an effective tax rate of 17.9%). The lower effective tax rate primarily reflected the effects of lower taxed earnings from international operations, partially offset by the absence of a current year counterpart to the 2002 tax settlement with the Internal Revenue Service allowing the deduction of previously realized losses associated with the prior disposition of Kidder Peabody.

(16)


 

Operating Segments

     Revenues and earnings before accounting changes, by operating segment, of General Electric Capital Services, Inc. (GECS), the sole owner of the common stock of GECC, are summarized and discussed below with a reconciliation to the GECC-only results, for the first six months ended June 30, 2003 and 2002. The most significant component of these reconciliations is the exclusion from the Insurance segment at the GECC level of the results of GE Global Insurance Holding (principally Employers Reinsurance Corporation – ERC), which is not a subsidiary of GECC but is a direct subsidiary of GECS. Additionally, the Commercial Finance (CF) business within our Commercial Finance segment has been renamed Corporate Financial Services. We reclassified certain prior year amounts to conform to the current period presentation.

 

 

Six months ended


 

(Dollars in millions)

6/30/03


 

6/30/02


 
         

Revenues

           

Commercial Finance

$

9,074

 

$

8,420

 

Consumer Finance

 

5,805

   

4,835

 

Equipment Management

 

2,271

   

2,324

 

Insurance

 

13,160

   

11,031

 

All Other GECS

 

444

   

1,384

 
 

 

 

     Total revenues

 

30,754

   

27,994

 

Revenues not included in GECC

 

(5,763

)

 

(4,671

)

 

 

 

     Total revenues as reported in GECC

$

24,991

 

$

23,323

 

 



 

 

Net earnings

           

Commercial Finance

$

1,631

 

$

1,455

 

Consumer Finance

 

1,060

   

964

 

Equipment Management

 

83

   

142

 

Insurance

 

1,020

   

611

 

All Other GECS

 

(522

)

 

(188

)

 

 

 

     Total earnings before accounting changes

 

3,272

   

2,984

 

Earnings not included in GECC

 

(50

)

 

193

 
 

 

 

     Total earnings in GECC before accounting changes

 

3,222

   

3,177

 

Cumulative effect of accounting changes

 

   

(1,015

)

 

 

 

     Total net earnings as reported in GECC

$

3,222

 

$

2,162

 

 



 

 

     Following is a discussion of revenues and net earnings from operating segments for the first six months of 2003 and 2002.

(17)


 

Six months ended


       

(Dollars in millions)

6/30/03


 

6/30/02


       
               

Revenues

                 

Commercial Equipment Financing

$

2,166

 

$

2,062

       

Real Estate

 

1,202

   

993

       

Corporate Financial Services

 

1,126

   

1,164

       

Structured Finance

 

621

   

592

       

Aviation Services

 

1,424

   

1,251

       

Vendor Financial Services

 

2,162

   

2,034

       

Healthcare Financial Services

 

364

   

301

       

Other Commercial Finance

 

9

   

23

       
 

 

       

     Total revenues

 

9,074

   

8,420

       

Commercial Finance not included in GECC

 

(142

)

 

(104

)

     
 

 

       

     Total revenues in GECC

$

8,932

 

$

8,316

       
 

 

       

Net earnings

                 

Commercial Equipment Financing

$

318

 

$

307

       

Real Estate

 

464

   

308

       

Corporate Financial Services

 

280

   

251

       

Structured Finance

 

217

   

258

       

Aviation Services

 

261

   

219

       

Vendor Financial Services

 

157

   

150

       

Healthcare Financial Services

 

68

   

57

       

Other Commercial Finance

 

(134

)

 

(95

)

     
 

 

       

     Total net earnings

 

1,631

   

1,455

       

Commercial Finance not included in GECC

 

(31

)

 

(33

)

     
 

 

       

     Total net earnings in GECC

$

1,600

 

$

1,422

       
 

 

       
 

At


 
 

6/30/03


 

6/30/02


 

12/31/02


 

Total assets

           

Commercial Equipment Financing

$

52,874

 

$

49,965

 

$

51,757

 

Real Estate

 

29,157

   

30,144

   

29,522

 

Corporate Financial Services

 

28,872

   

26,073

   

26,897

 

Structured Finance

 

19,970

   

17,701

   

19,293

 

Aviation Services

 

32,305

   

27,968

   

30,512

 

Vendor Financial Services

 

26,044

   

22,197

   

25,518

 

Healthcare Financial Services

 

8,408

   

7,107

   

7,905

 

Other Commercial Finance

 

835

   

2,289

   

2,841

 
 

 

 

 

     Total assets

 

198,465

   

183,444

   

194,245

 

Commercial Finance not included in GECC

 

(681

)

 

(580

)

 

(985

)

 

 

 

 

     Total assets in GECC

$

197,784

 

$

182,864

 

$

193,260

 
 

 

 

 

GECC financing receivables net

$

127,025

 

$

118,421

 

$

126,147

 
 

 

 

 

Commercial Finance revenues and net earnings increased 8% and 12%, respectively, compared with the first six months of 2002. The increase in revenues resulted primarily from acquisitions, higher securitization gains at Commercial Equipment Financing and Vendor Financial Services and origination growth. The increase in net earnings resulted primarily from lower credit losses at Corporate Financial Services and Real Estate, acquisitions, higher securitization gains at Commercial Equipment Financing and Vendor Financial Services and origination growth. The increases for both revenues and net earnings were partially offset by a specific loss on a telecommunications investment by Structured Finance.

(18)


 

Six months ended


       

(Dollars in millions)

6/30/03


 

6/30/02


       
               

Revenues

                 

Global Consumer Finance

$

3,917

 

$

2,970

       

Card Services

 

1,888

   

1,865

       
 

 

       

     Total revenues

 

5,805

   

4,835

       

Consumer Finance not included in GECC

 

81

   

(223

)

     
 

 

       

     Total revenues in GECC

$

5,886

 

$

4,612

       

 



 

       

Net earnings

                 

Global Consumer Finance

$

756

 

$

628

       

Card Services

 

353

   

384

       

Other Consumer Finance

 

(49

)

 

(48

)

     
 

 

     Total net earnings

1,060

964

Consumer Finance not included in GECC

 

118

   

(56

)

     
 

 

       

     Total net earnings in GECC

$

1,178

 

$

908

       

 



 

       
 

At


 
 

6/30/03

 

6/30/02

 

12/31/02

 
 
 
 
 

Total assets

                 

Global Consumer Finance

$

73,739

 

$

52,712

 

$

58,310

 

Card Services

 

23,378

   

16,327

   

18,655

 
 

 

 

 

     Total assets

 

97,117

   

69,039

   

76,965

 

Consumer Finance not included in GECC

 

(1,006

)

 

(343

)

 

(1,080

)

 

 

 

 

     Total assets in GECC

$

96,111

 

$

68,696

 

$

75,885

 

 

 

 

 

GECC financing receivables – net

$

77,254

 

$

56,473

 

$

62,646

 

 

 

 

 

 

Consumer Finance revenues and net earnings increased 20% and 10%, respectively, compared with the first six months of 2002. The increase in revenues resulted primarily from acquisitions, origination growth and the net effects of foreign currency translation, partially offset by lower securitization gains at Card Services. The increase in net earnings resulted primarily from growth in lower taxed earnings from international operations, origination growth, acquisitions, and the net effects of foreign currency translation, partially offset by lower securitization gains at Card Services and increased reserve requirements.

(19)


 

 

Six months ended


       

(Dollars in millions)

6/30/03


 

6/30/02


       
               

Revenues

                 

Equipment Management total revenues

$

2,271

 

$

2,324

       

Equipment Management not included in GECC

 

   

(28

)

     
 

   
       

     Total revenues in GECC

$

2,271

 

$

2,296

       

 



 

       

Net earnings

                 

Equipment Management total net earnings

$

83

 

$

142

       

Equipment Management not included in GECC

 

   

5

       
 

   
       

     Total net earnings in GECC

$

83

 

$

147

       

 



 

       
 

At


 
 

6/30/03


 

6/30/02


 

12/31/02


 
             

Total assets

                 

Equipment Management total assets

$

26,235

 

$

25,140

 

$

25,222

 

Equipment Management not included in GECC

 

102

   

57

   

57

 
 

 

 

 

     Total assets in GECC

$

26,337

 

$

25,197

 

$

25,279

 
 

 

 

 

GECC equipment leased to others

$

11,467

 

$

11,228

 

$

11,285

 
 

 

 

 

Equipment Management revenues and net earnings decreased 2% and 42%, respectively, compared with the first six months of 2002. The decrease in revenues and net earnings resulted primarily from lower asset utilization and lower price. The decrease in revenues was partially offset by the net effects of foreign currency translation.

 

 

Six months ended


 

(Dollars in millions)

6/30/03


 

6/30/02


 
         

Revenues

           

GE Financial Assurance

$

6,587

 

$

5,800

 

Mortgage Insurance

 

572

   

536

 

GE Global Insurance Holding (ERC)

 

5,758

   

4,483

 

Other Insurance

 

243

   

212

 
 

 

 

     Total revenues

 

13,160

   

11,031

 

Insurance not included in GECC

 

(5,721

)

 

(4,372

)

 

 

 

     Total revenues in GECC

$

7,439

 

$

6,659

 
 

 

 

Net earnings

           

GE Financial Assurance

$

404

 

$

372

 

Mortgage Insurance

 

249

   

271

 

GE Global Insurance Holding (ERC)

 

240

   

(142

)

Other Insurance

 

127

   

110

 
 

 

 

     Total net earnings

 

1,020

   

611

 

Insurance not included in GECC

 

(217

)

 

154

 
 

 

 

     Total net earnings in GECC

$

803

 

$

765

 
 

 

 

(20)


Insurance revenues and net earnings increased 19% and 67%, respectively, compared with the first six months of 2002. The increase in revenues resulted primarily from growth in premium revenues, the absence of a current year counterpart to adjustments to estimates of prior-year loss events at ERC and higher investment gains. The growth in premium revenues is primarily attributable to the combination of price increases at ERC, origination volume at GE Financial Assurance, and post acquisition revenues from acquired businesses. This was partially offset by a decrease in premium volume resulting from the more restrictive underwriting at ERC. The higher investment gains are primarily attributable to other-than-temporary impairments recognized during the second quarter of 2002, primarily related to WorldCom, Inc. bonds. The increase in net earnings resulted primarily from growth in premium revenues, the absence of a current year counterpart to adjustments to estimates of prior-year loss events and lower adverse development at ERC, and higher investment gains. These increases were partially offset by increased policyholder losses and benefits primarily related to growth in premium revenues.

 

 

Six months ended


 

(Dollars in millions)

6/30/03


 

6/30/02


 
         

Revenues

           

IT Solutions

$

244

 

$

968

 

GE Equity

 

(173

)

 

(142

)

Other – All Other GECS

 

373

   

558

 
 

 

 

     Total revenues

 

444

   

1,384

 

All Other GECS not included in GECC

 

19

   

56

 
 

 

 

     Total revenues in GECC

$

463

 

$

1,440

 
 

 

 

Net earnings

           

IT Solutions

$

(41

)

$

(12

)

GE Equity

 

(147

)

 

(154

)

Other – All Other GECS

 

(334

)

 

(22

)

 

 

 

     Total net earnings

 

(522

)

 

(188

)

All Other GECS not included in GECC

 

80

   

123

 
 

 

 

     Total net earnings in GECC

$

(442

)

$

(65

)

 

 

 
             

All Other GECS includes our activities and businesses that we do not measure within one of the other financial services segments.

             Three factors explain these results:

(21)


C. Statement of Financial Position

Investment securities comprise mainly investment-grade debt securities held by Insurance in support of obligations to annuitants and policyholders. Investment securities were $81.5 billion at June 30, 2003, compared with $89.8 billion as of December 31, 2002. The decrease of $8.4 billion was primarily the result of a reclassification of $16.4 billion of investments to assets held for sale. Absent this reclassification investment securities increased $8.1 billion as a result of investment of premiums received, reinvestment of investment income and increases in fair value, including debt and equity securities, partially offset by sales and maturities as well as impairments and losses related to certain debt and equity securities.

     Gross unrealized gains and losses were $8.0 billion and $1.4 billion, respectively, including $2.4 billion and $0.1 billion related to assets classified as held for sale, respectively, at June 30, 2003. Gross unrealized gains and losses were $3.8 billion and $2.1 billion, respectively, as of December 31, 2002. We estimate that available gains, net of hedging positions and estimated impairment of insurance intangible assets, could be as much as $2.3 billion. Market value used in determining unrealized gains and losses is defined by relevant accounting standards and should not be viewed as a forecast of future gains or losses.

     We regularly review investment securities 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 securities with unrealized losses at second quarter 2003, approximately $270 million of portfolio value is at risk of being charged to earnings in the next 12 months. Impairment losses recognized for the first six months of 2003 were $266.9 million.

Financing Receivables is our largest category of assets and represents one of our primary sources of revenues. The portfolio of financing receivables, before allowance for losses increased to $216.9 billion at June 30, 2003, from $200.8 billion at the end of 2002, as discussed in the following paragraphs. The related allowance for losses at June 30, 2003, amounted to $6.0 billion ($5.4 billion at the end of 2002), representing our best estimate of probable losses inherent in the portfolio.

     A discussion of the quality of certain elements of the financing receivables portfolio 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.

     Commercial Finance financing receivables before allowance for losses totaled $129.5 billion at June 30, 2003 ($128.7 billion at December 31, 2002) and consisted of loans and leases to the equipment, commercial and industrial, real estate and commercial aircraft industries. This portfolio of receivables increased primarily as a result of the net effects of foreign currency translation and origination growth, partially offset by securitizations. Related nonearning and reduced-earning receivables were $2.2 billion and $2.1 billion about 1.7% of outstandings at June 30, 2003 and year-end 2002. Commercial Finance financing receivables are generally backed by assets and there is a broad spread of geographic and credit risk in the portfolio. Write-offs for the first six months of 2003 were $0.6 billion compared with $0.5 billion for the first six months of 2002.

     Consumer Finance financing receivables before allowance for losses, primarily installment loans, auto loans and leases, and residential mortgages, were $80.8 billion at June 30, 2003, and $65.4 billion at December 31, 2002. This portfolio of receivables increased as a result of acquisitions, the net effects of foreign currency translation and origination growth, partially offset by the transfer of Home Depot private label credit card receivables to Other Assets in preparation for their sale when that contract is terminated in 2003. Nonearning consumer receivables at June 30, 2003, were $2.1 billion, about 2.6% of outstandings, compared with $1.6 billion, about 2.4% of outstandings at year-end 2002. Write-offs for the first six months of 2003 were $1.0 billion compared with $0.8 billion for the first six months of 2002.

 

(22)


     Other, principally Equipment Management financing receivables before allowance for losses amounted to $6.6 billion and $6.7 billion at June 30, 2003, and December 31, 2002, respectively. Nonearning receivables were consistent at $0.1 billion, about 1.5% and 1.3% of outstandings at June 30, 2003 and at year-end 2002, respectively.

     Delinquency rates on Consumer Finance financing receivables were 5.81% at June 30, 2003 and 5.58% at year-end 2002, on a managed basis. Delinquency rates on Commercial Finance equipment loans and leases were 1.86% at June 30, 2003 and 1.71% at year-end 2002, on a managed basis.

D. Additional Considerations

Commercial Airlines

     Deteriorating aircraft utilization and pricing generally negatively affects Commercial Finance, which owned 1,189 commercial aircraft at June 30, 2003. However, despite pressure on the industry, 1,184, or 99% of its commercial aircraft were on lease. We believe, however, that the financial difficulties of our airline customers will continue to weigh on the airline industry.

     At the end of the second quarter of 2003, Commercial Finance had provided loans and leases of $27.7 billion and combined with our insurance business had $2.6 billion of investment securities related to the airline industry. In addition, Commercial Finance had funding commitments of $1.4 billion and had placed multi-year orders for various Boeing, Airbus and other aircraft with list prices totaling approximately $14.8 billion at the end of the second quarter of 2003. As of June 30, 2003, Commercial Finance held placement agreements with commercial airlines for all of the 25 aircraft scheduled for delivery over the remainder of 2003. 

     UAL Corp and Air Canada, the parent companies of two of our major airline customers are experiencing significant financial difficulties and both filed for reorganization in bankruptcy. UAL Corp filed for bankruptcy protection in 2002 and Air Canada filed in Canada on April 1, 2003. At the end of the second quarter of 2003, our exposure related to these airlines amounted to $4.1 billion, including loans, leases, investment securities, and commitments. Various Boeing, Airbus and Bombardier aircraft secure substantially all of these financial exposures. Included in this exposure is a $700 million debtor-in-possession financing commitment to Air Canada. Another one of our major airline customers, US Airways Group, parent of US Airways, filed for reorganization in bankruptcy in 2002 but emerged from bankruptcy on March 31, 2003. Our financial statements include provisions for probable losses based on our best estimates of such losses.

Other Matters

     On June 25, 2003, we announced a definitive agreement to sell the Tokyo-based GE Edison Life Insurance Company and U.S. Auto and Home businesses to American International Group, Inc. for approximately $2,150 million, in cash and a pre-closing dividend of approximately $440 million. The transaction is consistent with our strategy to focus global operations on selected segments in which we see the most attractive growth and return prospects.

E. Liquidity

     The major debt-rating agencies evaluate our financial condition. Factors that are important to our rating 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 the major rating agencies continue to give the highest ratings to our debt (long term credit rating AAA/Aaa; short-term credit rating A-1+/P-1).

(23)


 

     One of our strategic objectives is to maintain these ratings on debt issued by us. Our Triple-A rating lowers our cost of borrowings and facilitates access to a variety of lenders. We manage our businesses in a manner consistent with maintaining these Triple-A ratings.

     To support our rating, at the end of 2002, General Electric Company (GE) was contractually committed to maintain our ratios of earnings to fixed charges at a specified level. To build equity, our Board of Directors intends to reduce our dividend payments to General Electric Capital Services, Inc. and retain a greater proportion of operating earnings. GE, through General Electric Capital Services, Inc. contributed $4.5 billion of cash in 2002. Our plans are to eliminate the debt allocated to All Other GECS by 2005. Proceeds from any strategic dispositions will be evaluated when and if they are received, but we anticipate using at least some of those proceeds to reduce financial services debt.

     Global commercial paper markets are also a primary source of liquidity for us. We are the most widely-held name in those markets and are the principal issuer of financial services debt. The following table shows financial services debt composition as of June 30, 2003, and December 31, 2002:

 

At June 30, 2003


 

At December 31, 2002


           

Senior Notes

57

%

 

53

%

Commercial Paper

25

   

29

 

Other – principally current portion of long-term debt

18

   

18

 
 
   
 

Total

100

%

 

100

%

 
   
 

     During the first half of 2003, we issued approximately $36 billion of long-term debt in U.S. and international markets. These funds were used primarily to fund maturing long-term debt, reduce the amount of commercial paper outstanding and to fund new asset growth. We target a ratio for commercial paper of 25% to 35% of outstanding debt based on the anticipated composition of our assets. We anticipate issuing approximately $25 billion of additional long-term debt using both U.S. and international markets during the remainder of 2003. 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 on the growth in assets, acquisition activity, availability of markets and movements in interest rates.

     We believe that alternative sources of liquidity are sufficient to permit an orderly transition from commercial paper in the unlikely event of impaired access to those markets. Funding sources on which we would rely would depend on the nature of such a hypothetical event, but includes $56 billion of contractually committed lending agreements with highly-rated global banks and investment banks, as well as other sources of liquidity, including medium and long-term funding, monetization, asset securitization, cash receipts from our lending and leasing activities, short-term secured funding on global assets, and potential asset sales.

     We use special purpose entities (SPEs) as described in our Annual Report on Form 10-K for the year ended December 31, 2002. Receivables held by SPEs as of the end of the second quarter of 2003, and year-end 2002, were $37.2 billion and $40.5 billion, respectively. Net credit and liquidity support amounted to $25.0 billion after consideration of participated liquidity and arrangements that defer liquidity draws beyond 2003, a reduction of $1.2 billion from year-end 2002. This amount includes credit support, in which we provide recourse for a maximum of $14.2 billion of credit losses in SPEs.

Item 4. Controls and Procedures

     As required by Rule 13a-15(b), we, including the Chairman of the Board (serving as the principal executive officer) and Chief Financial Officer, conducted an evaluation as of the end of the period covered by this report, of the effectiveness of the company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, the Chairman of the Board and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by this report. As required by Rule 13a-15(d), we, including the Chairman of the Board and Chief Financial Officer, also conducted an evaluation of the company's internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

(24)


 

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 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

b. Reports on Form 8-K during the quarter ended June 30, 2003.

A Form 8-K was filed on April 3, 2003 under Item 9 (pursuant to Item 12), relating to a public presentation in which General Electric Company disclosed certain unaudited, estimated financial information related to the first quarter of 2003. 

A Form 8-K was filed on April 10, 2003, under Item 5, setting forth portions of our 2002 Form 10-K, reflecting segment information reclassified to conform to organizational and measurement changes and setting forth 2002 unaudited financial services segment data by quarter, including the effect of financial services releveraging on the performance of business units within each segment.

(25)


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)

 

 

 

August 1, 2003
Date

 

/s/ Philip D. Ameen     
Philip D. Ameen
Senior Vice President and Controller
Duly Authorized Officer and Principal Accounting Officer

 

(26)