Back to GetFilings.com



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 March 31, 2004

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

 

13-150070


 

(State or other jurisdiction of incorporation or organization)

 

(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 12b-2 of the Act). Yes [  ] No [X]

At May 3, 2004, 3,985,403 shares of voting common stock, which constitutes all of the outstanding common equity, with a par value of $4.00 per share 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)


Table of Contents

 

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

 

13

     Item 4. Controls and Procedures

 

21

     

Part II - Other Information

   
     

     Item 6. Exhibits and Reports on Form 8-K

 

21

     Signatures

 

22

     

Forward-Looking Statements

This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance. Forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions due to changes in global political, economic, business, competitive, market, regulatory and other factors. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

(2)


Table of Contents

 

Part I. Financial Information

Item 1. Financial Statements

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

 

First quarter ended
March 31 (unaudited)

 
 


 

(In millions)

2004

 

2003

 



Revenues from services (note 6)

$

13,302

 

$

11,674

 

Consolidated, liquidating securitization entities (note 4)

 

327

   

-

 

Sales of goods

 

576

   

487

 
 


 


 

Total revenues

 

14,205

   

12,161

 
 


 


 

Interest

 

2,427

   

2,368

 

Operating and administrative

 

4,715

   

3,411

 

Cost of goods sold

 

551

   

437

 

Insurance losses and policyholder and annuity benefits

 

1,843

   

2,165

 

Provision for losses on financing receivables

 

953

   

742

 

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

 

1,418

   

1,091

 

Minority interest in net earnings of consolidated affiliates

 

24

   

31

 

Consolidated, liquidating securitization entities (note 4)

 

202

   

-

 
 


 


 

Total costs and expenses

 

12,133

   

10,245

 
 


 


 

Earnings before income taxes

 

2,072

   

1,916

 

Provision for income taxes

 

(419

)

 

(298

)

 


 


 

Net earnings

 

1,653

   

1,618

 

Dividends

 

(390

)

 

(181

)

Retained earnings at beginning of period

 

29,445

   

27,024

 
 


 


 

Retained earnings at end of period

$

30,708

 

$

28,461

 
 


 

 


 

 


See "Notes to Condensed, Consolidated Financial Statements."

(3)


Table of Contents

 

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

(In millions)

March 31, 2004

 

December 31, 2003

 


 


 

(Unaudited)

   

Cash and equivalents

$

6,570

 

$

9,719

 

Investment securities

 

95,090

   

92,480

 

Financing receivables:

           

     Time sales and loans, net of deferred income

 

175,678

   

169,683

 

     Investment in financing leases, net of deferred income

 

60,762

   

59,933

 
 


 


 
   

236,440

   

229,616

 

     Allowance for losses on financing receivables

 

(6,326

)

 

(6,198

)

 


 


 

Financing receivables - net

 

230,114

   

223,418

 

Insurance receivables

 

11,540

   

11,952

 

Other receivables - net

 

16,599

   

16,351

 

Inventories

 

213

   

197

 

Equipment on operating leases (at cost) including buildings and
     equipment, less accumulated amortization of $19,624 and $16,587

 

43,257

   

38,615

 

Intangible assets (note 5)

 

24,681

   

22,610

 

Consolidated, liquidating securitization entities (note 4)

 

23,699

   

26,468

 

Other assets

 

64,936

   

64,618

 
 


 


 

Total assets

$

516,699

 

$

506,428

 
 


 


 

Short-term borrowings

$

134,575

 

$

126,105

 

Long-term borrowings

           

     Senior

 

158,739

   

159,616

 

     Subordinated

 

963

   

963

 
 


 


 

Total borrowings

 

294,277

   

286,684

 

Accounts payable

 

13,785

   

14,124

 

Insurance liabilities, reserves and annuity benefits

 

101,559

   

100,449

 

Consolidated, liquidating securitization entities (note 4)

 

22,855

   

25,721

 

Other liabilities

 

19,998

   

20,700

 

Deferred income taxes

 

12,415

   

10,411

 
 


 


 

Total liabilities

 

464,889

   

458,089

 
 


 


 

Minority interest in equity of consolidated affiliates

 

2,584

   

2,098

 
 


 


 

Capital stock

 

19

   

19

 

Additional paid-in capital

 

14,602

   

14,236

 

Retained earnings

 

30,708

   

29,445

 

Accumulated gains (losses) - net (a)

           

     Investment securities

 

2,973

   

1,538

 

     Currency translation adjustments

 

2,541

   

2,621

 

     Derivatives qualifying as hedges

 

(1,617

)

 

(1,618

)

 


 


 

Total shareowner's equity

 

49,226

   

46,241

 
 


 


 

Total liabilities and equity

$

516,699

 

$

506,428

 
 


 


 


(a)

The sum of accumulated gains (losses) on investment securities, currency translation adjustments and derivatives qualifying as hedges constitutes "Accumulated nonowner changes other than earnings," and was $3,897 million and $2,541 million at March 31, 2004 and December 31, 2003, respectively

 

See "Notes to Condensed, Consolidated Financial Statements."

 

(4)


Table of Contents

 

Condensed Statement of Cash Flows

General Electric Capital Corporation and consolidated affiliates

 

First quarter ended
March 31 (Unaudited)

 
 


 

(In millions)

2004

 

2003

 



Cash Flows - Operating Activities

           

Net earnings

$

1,653

 

$

1,618

 

Adjustments to reconcile net earnings to cash provided from operating activities

           

          Provision for losses on financing receivables

 

953

   

742

 

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

 

1,418

   

1,091

 

Increase (decrease) in accounts payable

 

(877

)

 

370

 

Increase (decrease) in insurance liabilities, reserves and annuity benefits

 

1,026

   

(210

)

Consolidated, liquidating securitization entities

 

196

   

-

 

All other operating activities

 

553

   

(1,394

)

 


 


 

Cash from operating activities

 

4,922

   

2,217

 



Cash Flows - Investing Activities

           

Increase in loans to customers

 

(62,298

)

 

(53,128

)

Principal collections from customers - loans

 

61,805

   

50,129

 

Investment in equipment for financing leases

 

(4,100

)

 

(3,982

)

Principal collections from customers - financing leases

 

4,610

   

5,005

 

Net change in credit card receivables

 

1,035

   

1,115

 

Equipment on operating leases (including buildings and equipment):

           

     - additions

 

(1,928

)

 

(1,476

)

     - dispositions

 

768

   

1,472

 

Payments for principal businesses purchased, net of cash acquired

 

(12,147

)

 

-

 

Purchases of securities by insurance and annuity businesses

 

(3,952

)

 

(9,068

)

Dispositions of securities by insurance and annuity businesses

 

3,113

   

8,381

 

Consolidated, liquidating securitization entities (note 4)

 

2,559

   

-

 

All other investing activities

 

1,822

   

(1,783

)



Cash used for investing activities

 

(8,713

)

 

(3,335

)



Cash Flows - Financing Activities

           

Net increase (decrease) in borrowings (maturities 90 days or less)

 

3,898

   

(3,276

)

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

 

310

   

393

 

Newly issued debt - long-term senior

 

9,988

   

16,041

 

Proceeds - non-recourse, leveraged lease debt

 

220

   

49

 

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

 

(8,740

)

 

(10,857

)

Repayments and other reductions - long-term senior debt

 

(599

)

 

(253

)

Principal payments - non-recourse, leveraged lease debt

 

(264

)

 

(414

)

Proceeds from sales of investment contracts

 

2,657

   

2,390

 

Redemption of investment contracts

 

(3,683

)

 

(1,885

)

Dividends paid

 

(390

)

 

(181

)

Consolidated, liquidating securitization entities (note 4)

 

(2,755

)

 

-

 
 


 


 

Cash from financing activities

 

642

   

2,007

 



Increase (decrease) in cash and equivalents

 

(3,149

)

 

889

 

 

Cash and equivalents at beginning of year

 

9,719

   

6,983

 



Cash and equivalents at March 31

$

6,570

 

$

7,872

 
 


 

 


 

 


 

See "Notes to Condensed, Consolidated Financial Statements."

 

(5)


Table of Contents

 

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). As described in our Annual Report on Form 10-K for the year ended December 31, 2003, we reorganized our businesses on January 1, 2004. As a result of reorganizing our businesses around markets and customers, we reduced our number of reporting segments from 5 to 4. On March 30, 2004, we provided the required reclassified information about this reorganization, as it relates to prior periods, in a Form 8-K. We reclassified certain prior year amounts to conform to the current period presentation.

     2. The condensed, consolidated quarterly financial statements and notes thereto 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. We adopted Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 46R, Consolidation of Variable Interest Entities (Revised), on January 1, 2004, adding $1.5 billion of assets and $1.1 billion of liabilities to our consolidated balance sheet as of that date. The most significant entity consolidated was Penske Truck Leasing Co., L.P., which was previously accounted for using the equity method. This accounting change did not require an adjustment to earnings and will not affect future earnings or cash flow.

     We adopted FIN 46, Consolidation of Variable Interest Entities on July 1, 2003, and consolidated certain entities in our financial statements for the first time. Our consolidation of the entities resulted in a $339 million after-tax accounting charge to our third quarter net earnings. This charge resulted from several factors. For entities consolidated based on carrying amounts, the effect of changes in interest rates resulted in transition losses on interest rate swaps that did not qualify for hedge accounting before transition. Losses also arose from the FIN 46 requirement to record carrying amounts of assets in certain securitization entities as if those entities had always been consolidated, requiring us to eliminate certain previously recognized gains. For certain other entities that we were required to consolidate at their July 1, 2003, fair values, we recognized a loss on consolidation because their liabilities, including the fair value of interest rate swaps, exceeded independently appraised fair values of the related assets.

(6)


Table of Contents

 

     4. We securitize financial assets in the ordinary course of business to improve shareowner returns. The securitization transactions we engage in are similar to those used by many financial institutions. Beyond improving returns, these securitization transactions serve as funding sources for a variety of diversified lending and securities transactions. Historically, we have used both supported and third-party entities to execute securitization transactions funded in the commercial paper and term bond markets.

     The following table represents assets in securitization entities both consolidated and off-balance sheet.

 

At

 
 


 

(In millions)

3/31/04

 

12/31/03

 
 


 


 

Receivables secured by:

           

     Equipment

$

14,242

 

$

15,616

 

     Commercial real estate

 

14,070

   

15,046

 

     Other assets

 

9,383

   

9,119

 

Credit card receivables

 

8,873

   

8,581

 
 


 


 

Total securitized assets

$

46,568

 

$

48,362

 
 


 


 

On-balance sheet assets in securitization entities

$

23,699

 

$

26,468

 

Off-balance sheet

           

     Supported entities

 

4,217

   

4,092

 

     Other

 

18,652

   

17,802

 
 


 


 

Total securitized assets

$

46,568

 

$

48,362

 
 


 


 
         

Securitized assets that are on-balance sheet were consolidated on July 1, 2003, upon adoption of FIN 46, Consolidation of Variable Interest Entities. Although we do not control these entities, consolidation was required because we provided a majority of the credit and liquidity support for their activities. A majority of these entities were established to issue asset-backed securities, using assets that were sold by us and by third parties. These entities differ from others included in our consolidated statements because the assets they hold are legally isolated and are unavailable to us under any circumstances. Use of the assets is restricted by terms of governing documents, and their liabilities are not our legal obligations. Repayment of their liabilities depends primarily on cash flows generated by their assets. Because we have ceased transferring assets to these entities, balances will decrease as the assets repay. Given their unique nature the entities have been classified in separate financial statement captions, "Consolidated, liquidating securitization entities." Accounting for securitization entities continues to develop, including the related display. We will reclassify our assets, liabilities and operations into the associated financial statement captions in second quarter 2004. We continue to engage in off-balance sheet securitization transactions with third party entities and to use public market, term securitizations.

(7)


Table of Contents

 

On-balance sheet arrangements

     The following tables summarize the revenues, expenses, assets, liabilities and cash flows associated with securitization entities consolidated on July 1, 2003.

(In millions)

First quarter ended
March 31, 2004


REVENUES

     

Interest on time sales and loans

$

267

 

Financing leases

 

42

 

Other

 

18

 
 


 

Total

$

327

 
 


 

EXPENSES

     

Interest

$

164

 

Costs and expenses

 

24

 

Minority interest

14

 
 


 

Total

$

202

 
 


 

 

At

 
 


 

(In millions)

3/31/04

 

12/31/03

 

ASSETS


 


 

Cash

$

772

 

$

684

 

Debt securities

 

1,482

   

1,566

 

Financing receivables

 

19,214

   

21,877

 

Other

 

2,231

   

2,341

 
 


 


 

Total

$

23,699

 

$

26,468

 
 


 


 

LIABILITIES

           

Short-term borrowings

$

20,413

 

$

22,842

 

Long-term notes payable

 

1,622

   

1,948

 

Other liabilities

 

398

   

517

 

Minority interest

 

422

   

414

 
 


 


 

Total

$

22,855

 

$

25,721

 
 


 


 

(In millions)

First quarter ended
March 31, 2004

 


CASH FLOWS - INVESTING ACTIVITIES

     

Net collections

$

2,544

 

Other

 

15

 
 


 

Total

$

2,559

 
 


 

CASH FLOWS - FINANCING ACTIVITIES

   

Newly issued debt

$

58,019

 

Repayments and other reductions

(60,774

)

 


 

Total

$

(2,755

)

 


 

(8)


Table of Contents

 

     5. Intangible assets are summarized in the following table:

 

At

 
 


 

(In millions)

3/31/04

 

12/31/03

 
 


 


 

Goodwill

$

21,945

 

$

19,741

 

Present value of future profits (PVFP)

 

1,168

   

1,259

 

Capitalized software

 

679

   

695

 

Other intangibles

 

889

   

915

 
 


 


 

Total

$

24,681

 

$

22,610

 
 


 


 


 

Intangible assets were net of accumulated amortization of $9,147 million at March 31, 2004, and $9,424 million at December 31, 2003.

 

 

INTANGIBLES SUBJECT TO AMORTIZATION

 

At March 31, 2004

 

At December 31, 2003

 
 


 


 

(In millions)

Gross
carrying
amount

 

Accumulated
amortization

 

Net

 

Gross
carrying
amount

 

Accumulated
amortization

 

Net

 
 


 


 


 


 


 


 

Present value of future profits (PVFP)

$

2,841

 

$

(1,673

)

$

1,168

 

$

2,900

 

$

(1,641

)

$

1,259

 

Capitalized software

 

1,407

   

(728

)

 

679

   

1,348

   

(653

)

 

695

 

Servicing assets (a)

 

3,540

   

(3,412

)

 

128

   

3,538

   

(3,391

)

 

147

 

Patents, licenses and other

 

282

   

(187

)

 

95

   

304

   

(201

)

 

103

 

All other

 

1,000

   

(340

)

 

660

   

1,074

   

(413

)

 

661

 
 


 


 


 


 


 


 

Total

$

9,070

 

$

(6,340

)

$

2,730

 

$

9,164

 

$

(6,299

)

$

2,865

 
 


 


 


 


 


 


 


 

(a)

Servicing assets, net of accumulated amortization, are associated primarily with serviced residential mortgage loans amounting to $12 billion and $14 billion at March 31, 2004 and December 31, 2003, respectively.

Indefinite-lived intangible assets were $6 million and $4 million at March 31, 2004 and December 31, 2003, respectively, and related primarily to patents, licenses and other.

     Amortization expense related to amortizable intangible assets for the first quarters ended March 31, 2004 and 2003, was $141 million and $282 million, respectively. The estimated percentage of the December 31, 2003, net PVFP balance to be amortized over each of the next five years follows.

2004

   

2005

   

2006

   

2007

   

2008

 


   


   


   


   


 

9.3

%

 

8.7

%

 

8.0

%

 

7.3

%

 

6.7

%

(9)


Table of Contents

 

PVFP

     Changes in the PVFP balance follows:

(In millions)

First quarter ended
March 31, 2004

 


Balance at January 1

$

1,259

 

Acquisitions

 

-

 

Dispositions

 

-

 

Accrued interest (a)

 

12

 

Amortization

 

(45

)

Other

 

(58

)

 


 

Balance at March 31

$

1,168

 
 


 
 


(a)

Interest was accrued at a rate of 4.0% for the first quarter ended March 31, 2004.

 
     

Recoverability of PVFP is evaluated periodically by comparing the current estimate of expected future gross profits to the unamortized asset balance. If such comparison indicates that the expected gross profits will not be sufficient to recover PVFP, the difference is charged to expense. No such expense was recorded in the first quarters ended March 31, 2004 and 2003.

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

(10)


Table of Contents

 

GOODWILL

     Changes in goodwill balances, net of accumulated amortization, follow:

 

2004

 

(In millions)

Commercial
Finance

 

Consumer
Finance

 

Equipment
& Other
Services

 

Insurance

 

Portion of
goodwill
not included
in GECC

 

Total

 


 


 


 


 


 


Balance at January 1

$

8,627

 

$

7,779

 

$

1,029

 

$

4,092

 

$

(1,786

)

$

19,741

Acquisitions/purchase
     accounting adjustments (a)

 

788

   

337

   

5

   

9

   

-

   

1,139

Foreign exchange and other

 

521

(c)

 

(52

)

 

535

(b) (c)

 

20

   

41

   

1,065

 


 


 


 


 


 


Balance at March 31

$

9,936

 

$

8,064

 

$

1,569

 

$

4,121

 

$

(1,745

)

$

21,945








(a)

The amount of goodwill related to new acquisitions recorded during the first quarter of 2004 was $896 million, the largest of which were Sophia S.A. ($475 million) and most of the commercial lending business of Transamerica Finance Corporation ($308 million) by Commercial Finance. The amount of goodwill related to purchase accounting adjustments during the first quarter of 2004 was $243 million, primarily associated with the 2003 acquisition of First National Bank by Consumer Finance. Upon closing an acquisition, we estimate the fair values of assets and liabilities acquired and consolidate the acquisition as quickly as possible. Given the time it takes to obtain pertinent information to finalize the acquired company's balance sheet (frequently with implications for the price of the acquisition), then to adjust the acquired company's policies, procedures, books and records to our standards, it is often several quarters before we are able to finalize those initial fair value estimates. Accordingly, it is not uncommon for our initial estimates to be subsequently revised.

(b)

Includes $1,055 million of goodwill associated with the consolidation of Penske Truck Leasing Co., L.P. effective January 1, 2004.

(c)

As a result of our business reorganization on January 1, 2004, we transferred $529 million of goodwill from Equipment & Other Services to Commercial Finance.

   

     6. Revenues from services are summarized in the following table:

 

First quarter ended
March 31

 
 


 

(In millions)

2004

 

2003

 
 


 


 

Revenues from services

           

Premiums earned by insurance businesses

$

1,796

 

$

2,243

 

Interest on time sales and loans

 

4,425

   

3,873

 

Operating lease rentals

 

2,463

   

1,722

 

Investment income

 

1,116

   

1,209

 

Financing leases

 

1,029

   

1,034

 

Fees

 

864

   

825

 

Other income

 

1,609

   

768

 
 


 


 

     Total

$

13,302

 

$

11,674

 
 


 


 

(11)


Table of Contents

 

     7. A summary of increases (decreases) in shareowner's equity that did not result directly from transactions with the shareowner, net of income taxes, follows:

 

First quarter ended
March 31

 
 


 

(In millions)

2004

 

2003

 
 


 


 
         

Net earnings

$

1,653

 

$

1,618

 

Investment securities - net changes in value

 

1,435

   

639

 

Currency translation adjustments - net

 

(80

)

 

97

 

Derivatives qualifying as hedges - net changes in value

 

1

   

(92

)

 


 


 

Total

$

3,009

 

$

2,262

 
 


 


 

(12)


Table of Contents

 

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

In the accompanying analysis of financial information, we sometimes refer to data derived from consolidated financial information but not required by generally accepted accounting principles (GAAP) to be presented in financial statements. Certain of these data are considered "non-GAAP financial measures" under Securities and Exchange Commission regulations. Specifically, we have referred to net revenues (revenues from services less interest and other financial charges) of the Commercial Finance and Consumer Finance segments. We provided reconciliations of net revenues to reported revenues for these segments on pages 15 and 16. Because net revenues is a common industry measure of margin, these disclosures will enable investors to compare the results of our businesses to others in the same industry.

     GE announced in November 2003 its intent for an initial public offering (IPO) of a new company, Genworth Financial, Inc. (Genworth), comprising most of our life and mortgage insurance businesses. We plan to sell approximately one-third of Genworth's equity in the IPO, and we expect (subject to market conditions) to reduce our ownership over the next three years as Genworth transitions to full independence. We commenced the IPO process in January 2004 and expect to complete the IPO in the first half of the year, subject to market conditions.

     See the Segment Operations section on page 14 for a more detailed discussion of our businesses.

A. Results of Operations - Overview of First Quarter of 2004 Compared with First Quarter of 2003

Our first quarter 2004 results reflected the continued benefits of our diversification and risk management strategies. In Consumer Finance, we continue to have great organic and acquisition-based growth with total assets in Consumer Finance up 39% in the first quarter of 2004 compared with the first quarter of 2003. In Commercial Finance, we closed two strategic acquisitions - the commercial lending business of Transamerica Finance Corporation and Sophia S.A., a real estate company in France. At March 31, 2004, we had no aircraft on the ground.

     Revenues for the first quarter of 2004 were $14,205 million, a $2,044 million (17%) increase over the first quarter of 2003. The increase in revenues resulted from acquisitions and origination growth primarily at Commercial and Consumer Finance and the consolidation of certain businesses as a result of the adoption of FIN 46R.

     Net earnings for the first quarter of 2004 were $1,653 million, a $35 million (2%) increase over the first quarter of 2003.

     Acquisitions affected our operations and contributed to consolidated revenues $0.9 billion and $0.6 billion, for the first quarters of 2004 and 2003, respectively. Our consolidated net earnings from acquired businesses included approximately $0.1 billion for each of the first quarters of 2004 and 2003. We integrate acquisitions as quickly as possible and only revenues and earnings during the first 12 months following the quarter in which we complete the acquisition are attributed to such businesses.   We also disposed of certain businesses during the last three years; the effect on first quarter 2004 net earnings associated with these businesses approximately offset the effects from acquired businesses and the effect of dispositions on first quarter 2003 net earnings was modest.

(13)


Table of Contents

 

     Other factors that were important to our operating performance included the consolidation of Penske Truck Leasing Co., L.P., which was previously accounted for as an equity investment. This consolidation increased revenues $0.8 billion and had no effect on net earnings.

     Provision for income taxes was $419 million for the first quarter of 2004 (an effective tax rate of 20.2%), compared with $298 million for the first quarter of 2003 (an effective tax rate of 15.6%). The tax rate increased primarily because of growth in our pre-tax earnings at Commercial Finance and Equipment & Other Services, and from the consolidation of certain entities as a result of FIN 46 which were principally from sources subject to tax at a rate higher than our average rate for 2003.

SEGMENT OPERATIONS

Revenues and net earnings, 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 quarters ended March 31, 2004 and 2003. 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 subsidiary of GECS. As discussed in our 2003 Annual Report on Form 10-K, effective January 1, 2004, we made changes to the way we report our segments. We reclassified certain prior period amounts to conform to the current period presentation.

     CONSOLIDATED

 

First quarter ended
March 31

 
 


 

(In millions)

2004

 

2003

 
 


 


 

REVENUES

           

Commercial Finance

$

5,391

 

$

4,776

 

Consumer Finance

 

3,589

   

2,759

 

Equipment & Other Services

 

2,010

   

964

 

Insurance

 

5,953

   

6,368

 
 


 


 

     Total revenues

 

16,943

   

14,867

 

Revenues not included in GECC

 

(2,738

)

 

(2,706

)

 


 


 

     Total revenues as reported in GECC

$

14,205

 

$

12,161

 
 


 


 

NET EARNINGS

           

Commercial Finance

$

955

 

$

870

 

Consumer Finance

 

602

   

546

 

Equipment & Other Services

 

(122

)

 

(258

)

Insurance

 

410

   

512

 
 


 


 

     Total net earnings

 

1,845

   

1,670

 

Net earnings not included in GECC

 

(192

)

 

(52

)

 


 


 

     Total net earnings as reported in GECC

$

1,653

 

$

1,618

 
 


 


 

(14)


Table of Contents

 

     COMMERCIAL FINANCE

 

First quarter ended
March 31

     
 


     

(In millions)

2004

 

2003

     



REVENUES

$

5,391

 

$

4,776

       

     Less portion of Commercial Finance not included in GECC

 

(83

)

 

(68

)

     
 


 


     

Total revenues in GECC

$

5,308

 

$

4,708

       
 


 


     

NET REVENUES

                 

Total revenues

$

5,308

 

$

4,708

       

Interest expense

 

1,380

   

1,469

       
 


 


     

Total net revenues

$

3,928

 

$

3,239

       
 


 


     

NET EARNINGS

$

955

 

$

870

       

     Less portion of Commercial Finance not included in GECC

 

(25

)

 

(17

)

     
 


 


     

Total net earnings in GECC

$

930

 

$

853

       
 


 


     
 

At

 
 
 

(In millions)

3/31/04

 

3/31/03

 

12/31/03

 




TOTAL ASSETS

$

221,149

 

$

204,481

 

$

214,016

 

     Less portion of Commercial Finance not included in GECC

 

(82

)

 

(876

)

 

686

 
 


 


 


 

Total assets in GECC

$

221,067

 

$

203,605

 

$

214,702

 
 


 


 


 

 

First quarter ended
March 31

     
 


     

(In millions)

2004

 

2003

     



REAL ESTATE

                 

Revenues in GECS

$

603

 

$

603

       
 


 


     

Net earnings in GECS

$

230

 

$

266

       
 


 


     

AVIATION SERVICES

                 

Revenues in GECS

$

715

 

$

714

       
 


 


     

Net earnings in GECS

$

144

 

$

135

       
 


 


     
 

At

 
 
 

(In millions)

3/31/04

 

3/31/03

 

12/31/03

 




REAL ESTATE

                 

Total assets in GECS

$

31,503

 

$

29,578

 

$

27,767

 
 


 


 


 

AVIATION SERVICES

                 

Total assets in GECS

$

34,353

 

$

30,264

 

$

33,271

 
 


 


 


 

Commercial Finance revenues and net earnings increased 13% and 10%, respectively, as compared with the first quarter of 2003. The increase in revenues resulted primarily from acquisitions ($0.5 billion), higher investment gains ($0.1 billion) and origination growth, partially offset by lower securitization activity. The increase in net earnings resulted primarily from acquisitions ($0.1 billion), higher investment gains and lower asset valuation losses, partially offset by lower securitization gains.

(15)


Table of Contents

 

     The most significant acquisitions affecting Commercial Finance first quarter results were the commercial lending business of Transamerica Finance Corporation acquired during the first quarter of 2004, and the assets of CitiCapital Fleet Services, acquired during the fourth quarter of 2003. These two acquisitions contributed $0.4 billion to first quarter revenues.

     CONSUMER FINANCE

 

First quarter ended
March 31

 
 


 

(In millions)

2004

 

2003

 



REVENUES

$

3,589

 

$

2,759

 

     Less portion of Consumer Finance not included in GECC

 

(9

)

 

22

 


 


 

Total revenues in GECC

$

3,580

 

$

2,781

 
 


 


 

NET REVENUES

           

Total revenues

$

3,580

 

$

2,781

 

Interest expense

 

769

   

573

 
 


 


 

Total net revenues

$

2,811

 

$

2,208

 
 


 


 

NET EARNINGS

$

602

 

$

546

 

     Less portion of Consumer Finance not included in GECC

 

(15

)

 

42

 
 


 


 

Total net earnings in GECC

$

587

 

$

588

 
 


 


 
 

At

 
 


 

(In millions)

3/31/04

 

3/31/03

 

12/31/03

 




TOTAL ASSETS

$

107,366

 

$

77,856

 

$

106,530

 

     Less portion of Consumer Finance not included in GECC

(711

)

(1,152

)

(595

)

 


 


 


 

Total assets in GECC

$

106,655

 

$

76,704

 

$

105,935

 
 


 


 


 

Consumer Finance revenues and net earnings increased 30% and 10%, respectively, over first quarter 2003. The increase in revenues resulted primarily from acquisitions ($0.4 billion), higher securitization activity ($0.3 billion), the net effects of the weaker U.S. dollar ($0.2 billion) and origination growth, partially offset by the 2003 divestiture of The Home Depot private label credit card receivables ($0.3 billion). The $0.1 billion increase in net earnings resulted primarily from origination growth and acquisitions, partially offset by increased costs to launch new products and drive brand awareness, and the net effects of the divestiture of The Home Depot private label credit card receivables and securitization activity.

     The most significant acquisitions affecting Consumer Finance first quarter results were First National Bank, which provides mortgage and sales finance products in the United Kingdom, and the U.S. retail sales finance unit of Conseco Finance Corp., both of which were acquired during the second quarter of 2003. These businesses contributed $0.3 billion to first quarter revenues.

(16)


Table of Contents

 

     EQUIPMENT & OTHER SERVICES

 

First quarter ended
March 31

 
 


 

(In millions)

2004

2003

 


 


 

REVENUES

$

2,010

 

$

964

 

     Less portion of Equipment & Other Services not included in GECC

 

193

   

21

 
 


 


 

Total revenues in GECC

$

2,203

 

$

985

 
 


 


 

NET EARNINGS

$

(122

)

$

(258

)

     Less portion of Equipment & Other Services not included in GECC

 

19

   

36

 
 


 


 

Total net earnings in GECC

$

(103

)

$

(222

)

 


 


 
         

Equipment & Other Services revenues and net earnings increased $1.0 billion and $0.1 billion, respectively, as compared with the first quarter of 2003. Revenues increased as a result of the adoption of FIN 46R ($0.8 billion) and FIN 46 ($0.3 billion). The decrease in net losses resulted primarily from a lower level of investment losses at GE Equity ($0.1 billion).

         INSURANCE

 

First quarter ended
March 31

 
 


 

(In millions)

2004

 

2003

 



REVENUES

$

5,953

 

$

6,368

 

     Less portion of Insurance not included in GECC

 

(2,839

)

 

(2,681

)

 


 


 

Total revenues in GECC

$

3,114

 

$

3,687

 
 


 


 
             

NET EARNINGS

$

410

 

$

512

 

     Less portion of Insurance not included in GECC

 

(171

)

 

(113

)

 


 


 

Total net earnings in GECC

$

239

 

$

399

 
 


 


 

GE GLOBAL INSURANCE HOLDING (ERC)

           

Revenues in GECS

$

2,647

 

$

2,693

 
 


 


 

Net earnings in GECS

$

140

 

$

121

 
 


 


 

Insurance revenues and net earnings decreased 7% and 20%, respectively, compared with the first quarter of 2003. The decrease in revenues resulted primarily from the 2003 dispositions of GE Edison Life Insurance Company, Financial Guaranty Insurance Company and ERC Life Reinsurance Corporation ($0.8 billion) and net declines in volume, primarily at ERC ($0.1 billion). These decreases were partially offset by the net effects of the weaker U.S. dollar ($0.2 billion) and continued favorable pricing at ERC ($0.1 billion). The decrease in net earnings resulted primarily from the 2003 dispositions referred to above.

(17)


Table of Contents

 

B. STATEMENT OF FINANCIAL POSITION

OVERVIEW OF FINANCIAL POSITION

Major changes in our financial position resulted from the following:

INVESTMENT SECURITIES comprise mainly investment-grade debt securities held by Insurance in support of obligations to annuitants and policyholders. Investment securities were $95.1 billion at March 31, 2004, compared with $92.5 billion at December 31, 2003. The increase of $2.6 billion was primarily the result of the performance of the equity and debt markets ($2.4 billion), investment of premiums received and reinvestment of investment income net of impairments and losses ($0.2 billion).

     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 the end of the first quarter of 2004, approximately $0.1 billion of portfolio value is at risk of being charged to earnings in the next 12 months. Impairment losses recognized for the first quarter of 2004 were $0.1 billion.

     Gross unrealized gains and losses were $5.9 billion and $0.6 billion, respectively, at March 31, 2004, compared with $3.9 billion and $1.0 billion, respectively, at year-end 2003, reflecting market improvement in debt and equity securities in the first quarter of 2004. We estimate that available gains, net of resulting impairment of insurance intangible assets, could be as much as $2.3 billion at March 31, 2004. The market values we use in determining unrealized gains and losses are defined by relevant accounting standards and should not be viewed as a forecast of gains or losses.

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 $236.4 billion at March 31, 2004, from $229.6 billion at December 31, 2003, as discussed in the following paragraphs. The related allowance for losses at March 31, 2004, amounted to $6.3 billion compared with $6.2 billion at December 31, 2003, representing our best estimate of probable losses inherent in the portfolio.

(18)


Table of Contents

 

      A discussion of the quality of certain elements of the financing receivables portfolio follows. For purposes of that discussion, "delinquent" receivables are those that are 30 days or more past due; "nonearning" receivables are those that are 90 days or more past due (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 $139.9 billion at March 31, 2004, compared with $133.7 billion at December 31, 2003, and consisted of loans and leases to the equipment, commercial and industrial, real estate and commercial aircraft industries. This portfolio of receivables increased primarily from acquisitions ($9.9 billion) and origination growth ($2.6 billion), partially offset by securitizations and sales ($6.0 billion). Related nonearning and reduced-earning receivables were $1.8 billion (1.3% of outstanding receivables) at March 31, 2004, compared with $1.7 billion (1.3% of outstanding receivables) at December 31, 2003. Commercial Finance financing receivables are generally backed by assets and there is a broad spread of geographic and credit risk in the portfolio. Gross write-offs were $0.1 billion and $0.3 billion for the first quarters of 2004 and 2003, respectively, and recoveries were modest.

     Consumer Finance financing receivables, before allowance for losses, were $94.8 billion at March 31, 2004, compared with $94.0 billion at December 31, 2003, and consisted primarily of card receivables, installment loans, auto loans and leases, and residential mortgages. This portfolio of receivables increased as a result of acquisitions ($0.8 billion), partially offset by securitization activity ($0.4 billion) and normal seasonal variation in consumer spending. Nonearning consumer receivables at March 31, 2004, were $2.6 billion (2.7% of outstanding receivables), compared with $2.5 billion (2.6% of outstanding receivables) at December 31, 2003. This increase is the result of growth in our secured financing business, a business that tends to experience relatively higher delinquencies but relatively lower losses than the rest of our consumer portfolio. Gross write-offs for the first quarter of 2004 were $0.9 billion compared with $0.6 billion for the first quarter of 2003. Recoveries for the first quarters of 2004 and 2003 were $0.2 billion.

     Equipment & Other Services financing receivables, before allowance for losses, amounted to $1.8 billion and $1.9 billion at March 31, 2004 and December 31, 2003, respectively. Nonearning receivables at March 31, 2004, were $0.1 billion (2.7% of outstanding receivables), compared with $0.1 billion (2.3% of outstanding receivables) at December 31, 2003.

     Delinquency rates on managed Consumer Finance financing receivables at March 31, 2004, were 5.70%; at December 31, 2003, were 5.57%; and at March 31, 2003, were 5.84%. Delinquency rates increased from December 31, 2003 to March 31, 2004, as a result of a change in portfolio mix and seasonality, partially offset by improved collection results. The decline from March 31, 2003 to March 31, 2004, reflects improved portfolio quality and collection results, partially offset by portfolio mix. Delinquency rates on managed Commercial Finance equipment loans and leases at March 31, 2004, were 1.42%; at December 31, 2003, were 1.37%; and at March 31, 2003, were 1.96%. Delinquency rates increased from December 31, 2003 to March 31, 2004, as a result of seasonality. The decline from March 31, 2003 to March 31, 2004, reflects improved economic conditions and collection results.

(19)


Table of Contents

 

C. ADDITIONAL CONSIDERATIONS

Commercial Airlines

US Airways Group, parent of US Airways, filed for reorganization in bankruptcy in 2002, but emerged from bankruptcy on March 31, 2003. At March 31, 2004, our total exposure to US Airways amounted to $2.7 billion, including leases, loans, investment securities and commitments. Various Boeing, Airbus and Bombardier aircraft secure substantially all of these financial exposures. US Airways has continued to experience financial difficulties, including a debt rating downgrade, during the quarter ended March 31, 2004. As a result, we are currently evaluating our legal obligations under a prior commitment to provide future lease financing to US Airways for regional jet aircraft that are scheduled to be delivered within the next 12 months.

     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. in 2002 and Air Canada in 2003. At March 31, 2004, our total exposure related to these airlines amounted to $4.0 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 $0.7 billion debtor-in-possession financing commitment to Air Canada, of which $0.3 billion was funded at March 31, 2004. We also agreed to provide a financial commitment to Air Canada in the form of a global restructuring agreement that was originally set to expire on April 30, 2004. Closing of the transactions contemplated under the global restructuring agreement was contingent upon, among other matters, Air Canada emerging from bankruptcy protection. Air Canada's planned emergence from bankruptcy has been delayed because of a number of factors, including its delay in sourcing the necessary exit funding. We have extended our commitment reflected in the global restructuring agreement to September 30, 2004.

D. DEBT INSTRUMENTS

During the first quarter of 2004, we issued approximately $9.7 billion of long-term debt in the U.S. and 10 international markets with maturities ranging from two years to 25 years bearing fixed and floating interest rates. This debt was issued to both institutional and retail investors.

     These funds were used primarily for maturing long-term debt, acquisitions and asset growth. We anticipate issuing approximately $40 billion to $50 billion of additional long-term debt using both U.S. and international institutional and retail markets during the remainder of 2004. The ultimate amount of debt issuances will depend on the growth in assets, acquisition activity, availability of markets and movements in interest rates.

(20)


Table of Contents

 

     Following is our debt composition as of March 31, 2004, and December 31, 2003:

 

At March 31, 2004

 

At December 31, 2003

 


 


Senior notes

54

%

 

56

%

Commercial paper

26

   

26

 

Current portion of long-term debt

15

   

13

 

Other - bank and other retail deposits

5

   

5

 
 


   


 

Total

100

%

 

100

%

 


   


 

During the first quarter of 2004, a special dividend of $0.2 billion relating to more efficient capital management in the Insurance segment was paid to GE through GECS.

Item 4. CONTROLS AND PROCEDURES

Under the direction of our Chairman of the Board (serving as the principal executive officer) and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of March 31, 2004, and (ii) no change in internal control over financial reporting occurred during the quarter ended March 31, 2004, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

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(a)

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) under the Exchange Act

 

 

 
 

Exhibit 31(b)

Certification of CFO Pursuant to Rule 13a-14(a) under the Exchange Act

 

 

 
 

Exhibit 32

Certifications Pursuant to 18 U.S.C. Section 1350

 

 

 

b.

Reports on Form 8-K during the quarter ended March 31, 2004.

 

 

 

A Form 8-K was filed on March 30, 2004, under Items 5 and 7 related to segment information reclassified to conform to January 1, 2004, organization changes.

(21)


Table of Contents

 

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)

 

 

 

May 4, 2004

 

/s/ Philip D. Ameen


 


Date

 

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

 

(22)