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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 September 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 0-14804

GENERAL ELECTRIC CAPITAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

 

Delaware

 

06-1109503


 


(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 October 30, 2003, 1,064 shares of common stock with a par value of $1,000 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 Services, Inc.

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

 

14

     Item 4. Controls and Procedures

 

33

 

   

Part II – Other Information

   

 

   

     Item 6. Exhibits and Reports on Form 8–K

 

34

     Signatures

 

35

     

 

Forward-Looking Statements

This document includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts as well as statements identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates" or words of similar meaning. These statements are based on our current beliefs or expectations and are inherently subject to significant uncertainties and changes in circumstances, many of which are beyond our control. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors.

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Table of Contents

 

Part I. Financial Information
Item 1. Financial Statements

Condensed Statement of Current and Retained Earnings
General Electric Capital Services, Inc. and consolidated affiliates
(Unaudited)

 

Third quarter
ended September 30

 

Nine months
ended September 30

 
 


 


 

(Dollars in millions)

2003

 

2002

 

2003

 

2002

 





Revenues from services (note 8)

$

16,154

 

$

14,336

 

$

45,853

 

$

40,615

 

Securitization and certain other FIN 46 entities (note 4)

 

326

   

   

326

   

 

Sales of goods

 

527

   

779

   

1,582

   

2,494

 
 


 


 


 


 

Total revenues

 

17,007

   

15,115

   

47,761

   

43,109

 
 


 


 


 


 

Interest

 

2,366

   

2,645

   

7,362

   

7,362

 

Operating and administrative

 

4,614

   

4,100

   

13,307

   

11,508

 

Cost of goods sold

 

459

   

673

   

1,361

   

2,237

 

Insurance losses and policyholder and annuity benefits

 

4,168

   

4,227

   

12,409

   

11,465

 

Provision for losses on financing receivables

 

1,061

   

640

   

2,799

   

2,087

 

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

 

1,218

   

1,118

   

3,450

   

3,081

 

Securitization and certain other FIN 46 entities (note 4)

 

204

   

   

204

   

 

Minority interest in net earnings of consolidated affiliates

 

33

   

39

   

96

   

113

 
 


 


 


 


 

Total costs and expenses

 

14,123

   

13,442

   

40,988

   

37,853

 
 


 


 


 


 

Earnings before income taxes and accounting changes

 

2,884

   

1,673

   

6,773

   

5,256

 

Provision for income taxes

 

(677

)

 

(122

)

 

(1,294

)

 

(721

)

 


 


 


 


 

Earnings before accounting changes

 

2,207

   

1,551

   

5,479

   

4,535

 

Cumulative effect of accounting changes (notes 3 and 6)

 

(339

)

 

   

(339

)

 

(1,015

)

 


 


 


 


 

Net earnings

 

1,868

   

1,551

   

5,140

   

3,520

 

Dividends

 

(924

)

 

(550

)

 

(1,252

)

 

(1,511

)

Retained earnings at beginning of period

 

29,268

   

25,686

   

26,324

   

24,678

 
 


 


 


 


 

Retained earnings at end of period

$

30,212

 

$

26,687

 

$

30,212

 

$

26,687

 
 


 


 


 


 

 

 

See "Notes to Condensed, Consolidated Financial Statements."

 

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Table of Contents

 

Condensed Statement of Financial Position
General Electric Capital Services, Inc. and consolidated affiliates

(Dollars in millions)

September 30, 2003

 

December 31, 2002

 


 


 

(Unaudited)

   

Cash and equivalents

$

7,285

 

$

7,918

 

Investment securities

 

118,727

   

116,530

 

Financing receivables:

           

     Time sales and loans, net of deferred income

 

161,233

   

143,309

 

     Investment in financing leases, net of deferred income

 

59,502

   

60,251

 
 


 


 
   

220,735

   

203,560

 

     Allowance for losses on financing receivables

 

(6,119

)

 

(5,500

)

 


 


 

Financing receivables – net

 

214,616

   

198,060

 

Insurance receivables

 

29,094

   

31,585

 

Other receivables – net

 

12,535

   

12,984

 

Inventories

 

213

   

208

 

Equipment on operating leases (at cost) including buildings and
     equipment, less accumulated amortization of $14,822 and $13,503

 

35,516

   

35,330

 

Intangible assets

 

23,764

   

23,131

 

Securitization and certain other FIN 46 entities (note 4)

 

30,725

   

 

Assets held for sale (note 7)

 

2,870

   

 

Other assets

 

63,706

   

64,082

 
 


 


 

Total assets

$

539,051

 

$

489,828

 
 


 


 

Short-term borrowings

$

122,769

 

$

130,126

 

Long-term borrowings

           

     Senior

 

156,880

   

139,573

 

     Subordinated

 

1,382

   

1,263

 

Insurance liabilities, reserves and annuity benefits

 

135,016

   

135,853

 

Securitization and certain other FIN 46 entities (note 4)

 

30,051

   

 

Liabilities associated with assets held for sale (note 7)

 

939

   

 

All other liabilities

 

33,922

   

31,049

 

Deferred income taxes

 

10,884

   

10,590

 



Total liabilities

491,843

448,454



Minority interest in equity of consolidated affiliates

4,726

4,445



Accumulated gains (losses) – net (a)

     Investment securities

1,538

1,191

     Currency translation adjustments

275

(782

)

     Derivatives qualifying as hedges

(1,813

)

(2,076

)

Capital stock

11

11

Additional paid-in capital

12,259

12,261

Retained earnings

30,212

26,324



Total shareowner's equity

42,482

36,929



Total liabilities and equity

$

539,051

$

489,828




(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." There were no such accumulated nonowner changes other than earnings at September 30, 2003 as compared with $(1,667) million at December 31, 2002.

See "Notes to Condensed, Consolidated Financial Statements."

(4)


Table of Contents

 

Condensed Statement of Cash Flows
General Electric Capital Services, Inc. and consolidated affiliates

(Dollars in millions)

Nine months ended
September 30 (Unaudited)

 
 


 
 

2003

 

2002

 



Cash Flows – Operating Activities

       

Net earnings

$

5,140

 

$

3,520

 

Adjustments to reconcile net earnings to cash provided from operating activities

           

     Cumulative effect of accounting changes

 

339

   

1,015

 

     Provision for losses on financing receivables

 

2,799

   

2,087

 

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

 

3,450

   

3,081

 

Increase in accounts payable

 

2,193

   

2,447

 

Increase in insurance liabilities, reserves and annuity benefits

 

773

   

5,618

 

Securitization and certain other FIN 46 entities

 

133

   

 

All other operating activities

 

2,038

   

49

 
 


 


 

Cash from operating activities

 

16,865

   

17,817

 



Cash Flows – Investing Activities

           

Increase in loans to customers

 

(166,794

)

 

(136,566

)

Principal collections from customers – loans

 

159,560

   

130,118

 

Investment in equipment for financing leases

 

(15,707

)

 

(14,896

)

Principal collections from customers – financing leases

 

16,704

   

12,374

 

Net change in credit card receivables

 

1,242

   

(2,016

)

Equipment on operating leases (including buildings and equipment):

           

     – additions

 

(5,209

)

 

(7,377

)

     – dispositions

 

4,153

   

4,694

 

Payments for principal businesses purchased, net of cash acquired

 

(9,167

)

 

(5,542

)

Purchases of securities by insurance and annuity businesses

 

(46,127

)

 

(47,756

)

Dispositions of securities by insurance and annuity businesses

 

41,512

   

40,176

 

Securitization and certain other FIN 46 entities

 

5,309

   

 

All other investing activities

 

1,031

   

(4,493

)

 


 


 

Cash used for investing activities

 

(13,493

)

 

(31,284

)

 


 


 

Cash Flows – Financing Activities

           

Net decrease in borrowings (maturities 90 days or less)

 

(11,136

)

 

(39,128

)

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

 

1,162

   

2,115

 

Newly issued debt – long-term senior

 

43,896

   

75,129

 

Proceeds – non-recourse, leveraged lease debt

 

375

   

788

 

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

 

(27,867

)

 

(21,139

)

Repayments and other reductions – long-term senior debt

 

(2,919

)

 

(4,276

)

Principal payments – non-recourse, leveraged lease debt

 

(585

)

 

(286

)

Proceeds from sales of investment contracts

 

11,763

   

6,216

 

Cash acquired in assumption of liabilities for policyholder benefits

 

   

2,813

 

Redemption of investment contracts

 

(11,989

)

 

(5,273

)

Dividends paid

 

(1,252

)

 

(1,511

)

Securitization and certain other FIN 46 entities

 

(5,442

)

 

 
 


 


 

Cash from (used for) financing activities

 

(3,994

)

 

15,448

 



Increase (decrease) in cash and equivalents

 

(622

)

 

1,981

 

 

           

Cash and equivalents at beginning of year

 

7,918

   

7,314

 



Cash and equivalents at September 30 (a)

$

7,296

 

$

9,295

 
 


 


 


 

(a) Cash and equivalents at September 30, 2003 includes $11 million of cash classified as assets held for sale in the Condensed Statement of Financial Position (see note 7).

See "Notes to Condensed, Consolidated Financial Statements."

 

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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 Services, Inc. and all of our affiliates (GECS) – companies that we directly or indirectly control (consolidated affiliates), including General Electric Capital Corporation (GE Capital) and GE Global Insurance Holding Corporation (GE Global Insurance Holding), the parent of Employers Reinsurance Corporation (ERC). 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. We adopted Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 46, Consolidation of Variable Interest Entities on July 1, 2003, one quarter earlier than required and consequently consolidated certain entities in our financial statements for the first time. Several factors that distinguish these entities from others included in our consolidated statements follow:

     New balance sheet captions, "Securitization and certain other FIN 46 entities," included $36.3 billion of assets and $35.8 billion of liabilities at transition. Because we have stopped transferring assets to these entities, balances will decrease as the assets repay. Also, investment securities and other receivables included an additional $14.1 billion and $1.0 billion, respectively, at transition for investment securities related to guaranteed investment contracts (GICs) issued by Trinity, a group of sponsored special purpose entities. We plan to continue issuing GICs from Trinity; therefore, we have displayed these investment securities and related GIC liabilities in investment securities and insurance liabilities, reserves and annuity benefits, consistent with the display of assets and liabilities

(6)


Table of Contents

 

associated with GICs issued by certain of our Insurance businesses. Accrued interest on these investment securities of $0.7 billion is reported in other receivables.

     Our July 1, 2003, consolidation of FIN 46 entities resulted in a $339 million after-tax accounting charge to our third quarter net earnings. This charge resulted from several factors. For FIN 46 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 FIN 46 entities as if those entities had always been consolidated, requiring us to eliminate certain previously recognized income. For certain other FIN 46 entities that we first consolidated at their July 1, 2003, fair values, we recognized a loss on consolidation because: (i) declines in market interest rates caused a decline in the fair value of certain interest rate swaps (swaps that successfully converted commercial paper to the equivalent of fixed rate debt), and (ii) the fair value of commercial paper plus minority interests exceeded independently appraised fair values of related assets.

     We believe that cash flows from the income-producing assets will be sufficient to repay the related debt and other obligations in all FIN 46 entities. We do not expect that the consolidation of FIN 46 entities will have significant effects on future results of operations. See note 4.

     FIN 46 has been the subject of significant continuing interpretation by the FASB, and changes to its complex requirements appear likely before the end of 2003. In addition, the FASB is proposing to amend certain requirements of Statement of Financial Accounting Standards (SFAS) 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and those changes may be retroactive, having the effect of reversing certain prior securitization transactions. No exposure drafts related to these proposals have been issued, and it is not possible to conclude whether such changes would be likely to affect the amounts we have recorded.

     In November 2002, the FASB issued FIN 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Among other things, FIN 45 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 September 30, 2003, and our results of operations for the third quarter and nine months ended September 30, 2003.

     4. The following tables provide supplemental information about revenues, expenses, assets, liabilities and cash flows associated with entities that were newly consolidated under FIN 46 in the balance sheet captions "Securitization and certain other FIN 46 entities."

(7)


Table of Contents

 

(Dollars in millions)

Third quarter and
nine months ended
September 30, 2003

 


Revenues

     

Interest on time sales and loans

$

212

 

Financing leases

 

86

 

Other

 

28

 
 


 

     Total

$

326

 
 


 

Expenses

     

Interest

$

204

 
 


 

     Total

$

204

 
 


 

 

(Dollars in millions)

At
September 30, 2003

 


Assets

     

Cash

$

627

 

Investment securities

 

1,648

 

Financing receivables (a)

 

25,879

 

Other

 

2,571

 
 


 

     Total

$

30,725

 
 


 

Liabilities

     

Commercial paper

$

29,115

 

Other

 

936

 
 


 

     Total

$

30,051

 
 


 


 

(a) Includes $1.0 billion of retained interests in securitized assets now consolidated.

 

(Dollars in millions)

Nine months ended
September 30, 2003

 


Cash Flows – Investing activities

     

Collections

$

5,309

 
 


 

     Total

$

5,309

 
 


 

Cash Flows – Financing activities

     

Newly issued debt

$

89,915

 

Repayments and other reductions

 

(95,357

)

 


 

     Total

$

(5,442

)

 


 

     

     

(8)


Table of Contents

 

     5. At September 30, 2003, assets in entities that were either sponsored by us or to which we provided financial support amounted to $35.3 billion, compared with $42.2 billion at December 31, 2002. Of that amount, at September 30, 2003, the balance sheet caption "Securitization and certain other FIN 46 entities" contained $30.7 billion of these assets; another $4.6 billion remained off-balance sheet. In addition, we engage in transactions with unconsolidated entities that we neither sponsor nor support. These include transactions with master trusts and other entities used for term securitizations, as well as transactions with commercial paper issuers (conduits) sponsored by third parties. At December 31, 2002, assets in these entities, nearly all of which were qualifying special purpose entities, amounted to $9.9 billion. We will continue to engage in transactions that involve both third party conduits and public market term securitizations.

     The most meaningful analysis of securitization activity before FIN 46 adoption (primarily conducted through sponsored and supported entities) and activity subsequent to that adoption, is a comparison of total securitized assets, as follows:

(Dollars in millions)

At
September 30, 2003

 

At
December 31, 2002

 


 


Receivables secured by:

           

          Equipment

$

15,263

 

$

13,926

 

          Commercial real estate

 

16,871

   

14,168

 

          Other assets

 

9,304

   

12,000

 

          Credit card receivables

 

8,180

   

11,292

 

          Trade receivables

 

94

   

693

 
 


 


 

Total securitized assets

$

49,712

 

$

52,079

 
 


 


 

Assets in securitization and certain other FIN 46 entities

$

30,725

 

$

 

Off-balance sheet (a)

           

     Sponsored and supported

 

4,588

   

42,222

 

     Other

 

14,399

   

9,857

 
 
 
 

Total securitized assets (b)

$

49,712

 

$

52,079

 
 
 
 

(a) Liabilities for recourse obligations related to off-balance sheet assets were $80 million and $261 million at September 30, 2003 and
December 31, 2002, respectively.

   

(b) Net credit and liquidity support for securitized assets was $25.2 billion and $27.2 billion at September 30, 2003 and December 31, 2002, respectively.

     In addition to the foregoing, we retain mortgage servicing rights related to an amortizing pool of mortgages associated with a business that we decided to exit in 2000. We have not added new volume since the decision to exit and our exposure to these mortgages is limited to the net carrying value of our servicing assets, $134 million as of September 30, 2003.

     6. SFAS 142, Goodwill and Other Intangible Assets, became effective for us in 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.

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Table of Contents

     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, which was divested in 2003. 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.

Goodwill

     Goodwill balances follow:

(Dollars in millions)

Commercial
Finance

 

Consumer
Finance

 

Equipment
Management

 

Insurance

 

All
Other
GECS

 

Total

 

     


 


 


 


 


 


 

Balance, December 31, 2002

$

7,987

 

$

5,562

 

$

1,242

 

$

4,176

 

$

127

 

$

19,094

 

Acquisitions/purchase
     accounting adjustments

 

107

   

1,237

   

   

   

   

1,344

 

Foreign exchange and other

 

40

   

378

   

(60

)

 

(152

)

 

   

206

 
 


 


 


 


 


 


 

Balance, September 30, 2003

$

8,134

 

$

7,177

 

$

1,182

 

$

4,024

 

$

127

 

$

20,644

 
 


 


 


 


 


 


 

     The amount of goodwill related to new acquisitions recorded during 2003 was $1,179 million, the largest of which was First National Bank ($680 million) by Consumer Finance. The amount of goodwill related to purchase accounting adjustments during 2003 was $165 million, primarily associated with the 2002 acquisitions of Australian Guarantee Corporation at Consumer Finance and Security Capital Group at Commercial 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.

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Table of Contents

 

Intangibles Subject To Amortization

 

At September 30, 2003

 

At December 31, 2002

 
 


 


 

(Dollars in millions)

Gross
carrying
amount

 

Accumulated
amortization

 

Net

 

Gross
carrying
amount

 

Accumulated
amortization

 

Net

 
 


 


 


 


 


 


 

Present value of future profits (PVFP)

$

4,626

 

$

(2,949

)

$

1,677

 

$

5,261

 

$

(2,804

)

$

2,457

 

Capitalized software

 

1,502

   

(711

)

 

791

   

1,462

   

(568

)

 

894

 

Servicing assets (a)

 

3,532

   

(3,370

)

 

162

   

3,582

   

(3,240

)

 

342

 

Patents, licenses and other

 

1,053

   

(563

)

 

490

   

843

   

(499

)

 

344

 
 


 


 
 


 


 
 

Total

$

10,713

 

$

(7,593

)

$

3,120

 

$

11,148

 

$

(7,111

)

$

4,037

 
 


 


 


 


 


 


 


 

(a)

Servicing assets, net of accumulated amortization, are associated primarily with serviced residential mortgage loans amounting to $17 billion and $33 billion at September 30, 2003 and December 31, 2002, respectively.

     Amortization expense related to amortizable intangible assets for the third quarters ended September 30, 2003 and 2002, was $220 million and $515 million, respectively. Amortization expense related to amortizable intangible assets for the first nine months ended September 30, 2003 and 2002, was $680 million and $1,236 million, respectively. The decrease in 2003 amortization expense reflected the planned run down of a liquidating servicing portfolio.

PVFP

     The net PVFP balances follow:

 

Nine months
ended September 30

 
 


 

(Dollars in millions)

2003

 

2002

 



Balance, January 1

$

2,457

 

$

2,198

 

Acquisitions

 

   

494

 

Dispositions

 

(574

)

 

 

Accrued interest (a)

64

 

62

 

Amortization

 

(252

)

 

(266

)

Other

(18

)

27

 
 


 


 

Balance, September 30

$

1,677

 

$

2,515

 
 


 


 

(a) Interest was accrued at a rate of 4.1% and 3.8% for the first nine months ended September 30, 2003 and 2002, respectively.

     

(11)


Table of Contents

 

     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 nine months ended September 30, 2003 and 2002.

     The estimated percentage of the December 31, 2002, net PVFP balance (adjusted for divested businesses) to be amortized over each of the next five years follows.

2003

   

2004

   

2005

   

2006

   

2007

 


   


   


   


   


 

8.0

%

 

7.6

%

 

7.3

%

 

6.8

%

 

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. In August 2003, we completed the previously announced sale of our Tokyo-based GE Edison Life Insurance Company (GE Edison Life) and the U.S. Auto and Home businesses to American International Group, Inc. for approximately $2,150 million in cash following a pre-closing dividend. Before taxes and transaction costs, we realized a gain of $641million ($260 million after taxes and transaction costs) on the sale of GE Edison Life, reported in the Insurance segment, and a gain of $54 million ($12 million after taxes and transaction costs) on the sale of the U.S. Auto and Home business, reported in All Other GECS. These gains are reported in revenues from services, other income; see note 8.

     On August 4, 2003, we announced a definitive agreement to sell a controlling interest in Financial Guaranty Insurance Company (FGIC) for cash of $1,600 million following a pre-closing dividend. After the sale, we will hold $235 million as the sole investor in FGIC convertible preferred stock as well as $65 million in FGIC common stock, about 4.5% of outstanding common shares. The transaction should close in the fourth quarter, subject to regulatory approvals. At September 30, 2003, we reported FGIC as "held for sale" as follows: FGIC assets, almost entirely investment securities, amounted to $2,870 million (net of provision for losses); FGIC liabilities, mostly insurance reserves, amounted to $939 million; and equity, substantially all unrealized gains on investment securities, amounted to approximately $31 million. Our estimated loss, $182 million before tax, is reported in revenues from services, other income;  see note 8.

(12)


Table of Contents

 

     8. GECS revenues from services are summarized in the following table:

 

Third quarter
ended September 30

 

Nine months
ended September 30

 
 


 


 

(Dollars in millions)

2003

 

2002

 

2003

 

2002

 
 


 


 


 


 

Revenues from services

                       

Premiums earned by insurance businesses

$

4,629

 

$

4,369

 

$

14,266

 

$

12,219

 

Interest on time sales and loans

 

4,374

   

3,842

   

12,553

   

10,698

 

Operating lease rentals

 

1,757

   

1,807

   

5,270

   

5,076

 

Investment income

 

1,677

   

1,442

   

4,731

   

4,215

 

Financing leases

 

1,011

   

1,089

   

3,053

   

3,228

 

Fees

 

726

   

686

   

2,071

   

1,982

 

Other income

 

1,980

   

1,101

   

3,909

   

3,197

 
 


 


 


 


 

     Total

$

16,154

 

$

14,336

 

$

45,853

 

$

40,615

 
 


 


 


 


 

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

 

Third quarter
ended September 30

 

Nine months
ended September 30

 
 


   


 

(Dollars in millions)

2003

 

2002

 

2003

 

2002

 
 


 


 


 


 

Net earnings

$

1,868

 

$

1,551

 

$

5,140

 

$

3,520

 

Investment securities – net changes in value

 

(2,913

)

 

1,441

   

347

   

2,019

 

Currency translation adjustments – net

 

193

   

187

   

1,057

   

98

 

Derivatives qualifying as hedges – net changes in value

 

1,317

   

(673

)

 

263

   

(1,116

)

 


 


 


 


 

Total

$

465

 

$

2,506

 

$

6,807

 

$

4,521

 
 


 


 


 


 

 

(13)


Table of Contents

 

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

Overview

     In the accompanying analysis of financial information, we sometimes refer to information extracted from consolidated financial information but not required by generally accepted accounting principles (GAAP) to be presented in financial statements. Certain of this information is considered "non-GAAP financial measures" under Securities and Exchange Commission rules; those rules require the supplemental explanation and reconciliation provided in Exhibit 99 to this Form 10-Q report.

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

     Earnings before accounting changes (discussed in note 3 to the condensed, consolidated financial statements) for the third quarter of 2003 were $2,207 million, a $656 million (42%) increase over the third quarter of 2002. Three of our four businesses – Commercial Finance, Consumer Finance and Insurance – achieved double-digit earnings growth rates during the third quarter of 2003.

     Acquisitions contributed $79 million to earnings in the third quarter of 2003, compared with approximately $83 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 $1,892 million (13%) to $17,007 million for the third quarter of 2003, compared with $15,115 million for the third quarter of 2002. The increase resulted primarily from gains on sale of GE Edison Life and the U.S. Auto and Home business, and the Home Depot private-label credit card receivables. Also contributing to the increase were the net effects of foreign currency translation, acquisitions primarily at Consumer Finance and Commercial Finance, premium growth at Insurance, and the effects of the adoption of FIN 46. These increases were partially offset by product line and geographic market exits at IT Solutions and lower securitization gains at Consumer Finance and Commercial Finance.

     Interest expense on borrowings for the third quarter of 2003, was $2,366 million, 11% lower than third quarter of 2002. The decrease reflected the effects of lower interest rates partially offset by the effects of higher average borrowings used to finance asset growth. The average composite interest rate on our borrowings for the third quarter of 2003 was 3.42% compared with 4.18% in the third 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 $677 million for the third quarter of 2003, (an effective tax rate of 23.5%), compared with $122 million for the third quarter of 2002 (an effective tax rate of 7.3%). The higher effective tax rate primarily reflected the effects of the sale of the GE Edison Life and the U.S. Auto and Home business and the absence of current year counterparts to the 2002 adverse pre-tax losses at GE Global Insurance Holding (ERC) and the 2002 tax settlement with the Internal Revenue Service regarding the treatment of certain reserves for obligations to policyholders on life insurance contracts.

(14)


Table of Contents

 

Operating Segments

     Revenues and earnings before accounting changes, by operating segment, for the third quarters ended September 30, 2003 and 2002, are summarized and discussed below.

 

Third quarter
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

Commercial Finance

$

4,750

 

$

4,522

       

Consumer Finance

 

3,499

   

2,701

       

Equipment Management

 

1,136

   

1,207

       

Insurance

 

6,824

   

6,197

       

All Other GECS

 

798

   

488

       
 


 


       

     Total revenues

$

17,007

 

$

15,115

       
 


 


       

Net earnings

                 

Commercial Finance

$

1,001

 

$

879

       

Consumer Finance

 

595

   

467

       

Equipment Management

 

48

   

83

       

Insurance

 

604

   

327

       

All Other GECS

 

(41

)

 

(205

)

     
 


 


       

Total earnings before accounting changes

 

2,207

   

1,551

       

Cumulative effect of accounting changes

(339

)

       
   


   


       

     Total net earnings

$

1,868

 

$

1,551

       
 


 


       

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

(15)


Table of Contents

 

 

Third quarter
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

Commercial Equipment Financing

$

1,093

 

$

1,147

       

Real Estate

 

710

   

543

       

Corporate Financial Services (a)

 

634

   

615

       

Structured Finance

 

340

   

323

       

Aviation Services

 

711

   

741

       

Vendor Financial Services

 

1,084

   

974

       

Healthcare Financial Services

 

179

   

170

       

Other Commercial Finance

 

(1

)

 

9

       
 


 


       

     Total revenues

$

4,750

 

$

4,522

       

 


 


       

Net revenues

             

Total revenues

$

4,750

 

$

4,522

       

Interest expense

 

1,338

   

1,487

       
 


 


       

     Total net revenues

$

3,412

 

$

3,035

       

 


 


       

Net earnings

                 

Commercial Equipment Financing

$

197

 

$

166

       

Real Estate

 

255

   

187

       

Corporate Financial Services

 

185

   

208

       

Structured Finance

 

163

   

124

       

Aviation Services

 

97

   

133

       

Vendor Financial Services

 

122

   

87

       

Healthcare Financial Services

 

38

   

31

       

Other Commercial Finance

 

(56

)

 

(57

)

     
 


 


       

     Total net earnings

$

1,001

 

$

879

       

 


 


       

  

             
 

At

 
 


 
 

9/30/03

 

9/30/02

 

12/31/02

 
 


 


 


 

Total assets

                 

Commercial Equipment Financing

$

50,879

 

$

49,782

 

$

51,757

 

Real Estate

 

27,336

   

29,273

   

29,522

 

Corporate Financial Services

 

28,502

   

26,188

   

26,897

 

Structured Finance

 

20,106

   

17,514

   

19,293

 

Aviation Services

 

32,399

   

28,741

   

30,512

 

Vendor Financial Services

 

24,522

   

22,272

   

25,518

 

Healthcare Financial Services

 

8,502

   

7,324

   

7,905

 

Other Commercial Finance

 

1,308

   

2,260

   

2,841

 
 


 


 


 

     Total assets

$

193,554

 

$

183,354

 

$

194,245

 
 


 


 


 

 

                 

Financing receivables net

$

127,250

 

$

119,413

 

$

128,277

 
 


 


 


 

(a) The Commercial Finance or CF business until we renamed it on January 1, 2003.

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Table of Contents

Commercial Finance revenues and net earnings increased 5% and 14%, respectively, compared with the third quarter of 2002. The increase in revenues resulted primarily from acquisitions at Vendor Financial Services and higher investment gains at Real Estate, partially offset by lower securitization gains at Commercial Equipment Financing. The increase in net earnings resulted primarily from higher investment gains at Real Estate, acquisitions at Vendor Financial Services and growth in lower taxed earnings from international operations, partially offset by lower securitization gains at Commercial Equipment Financing and commercial aircraft impairments at Aviation Services.

 

Third quarter
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

Global Consumer Finance

$

2,208

 

$

1,789

       

Card Services

 

1,291

   

912

       
 


 


       

     Total revenues

$

3,499

 

$

2,701

       
 


 


       

Net revenues

                 

Total revenues

$

3,499

 

$

2,701

       

Interest expense

 

683

   

572

       
 


 


       

     Total net revenues

$

2,816

 

$

2,129

       
 


 


       

Net earnings

                 

Global Consumer Finance

$

354

 

$

343

       

Card Services

 

266

   

148

       

Other Consumer Finance

 

(25

)

 

(24

)

     
 


 


       

     Total net earnings

$

595

 

$

467

       
 


 


       

 

                 
 

At

 
 


 
 

9/30/03

 

9/30/02

 

12/31/02

 
 


 


 


 

Total assets

                 

Global Consumer Finance

$

78,614

 

$

54,968

 

$

58,310

 

Card Services

 

18,023

   

17,759

   

18,655

 
 


 


 


 

     Total assets

$

96,637

 

$

72,727

 

$

76,965

 
 


 


 


 

Financing receivables – net

$

82,130

 

$

60,438

 

$

63,254

 
 


 


 


 

Consumer Finance revenues and net earnings increased 30% and 27%, respectively, compared with the third quarter of 2002. The increase in revenues resulted primarily from acquisitions, the gain on sale of Home Depot private label credit card receivables, the net effects of foreign currency translation and origination growth. The increase in net earnings resulted from the gain on sale of Home Depot private label credit card receivables and acquisitions, partially offset by lower securitization gains at Card Services and increased reserve requirements.

(17)


Table of Contents

 

 

Third quarter
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

Equipment Management total revenues

$

1,136

 

$

1,207

       
 


 


       

Net revenues

                 

Total revenues

$

1,136

 

$

1,207

       

Interest expense

 

173

   

201

       
 


 


       

     Total net revenues

$

963

 

$

1,006

       
 


 


       

Net earnings

                 

Equipment Management total net earnings

$

48

 

$

83

       
 


 


       

  

 
 

At

 
 


 
 

9/30/03

 

9/30/02

 

12/31/02

 
 


 


 


 

Total assets

                 

Equipment Management total assets

$

23,802

 

$

24,923

 

$

25,222

 
 


 


 


 

Equipment leased to others

$

10,997

 

$

11,026

 

$

11,285

 
 


 


 


 

Equipment Management revenues and net earnings decreased 6% and 42%, respectively, compared with the third quarter of 2002. The decrease in revenues was primarily attributable to lower asset utilization, lower price and lower gains on asset sales related to continued defleeting activities, 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 lower gains on asset sales, partially offset by lower taxes.

(18)


Table of Contents

 

 

Third quarter
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

GE Financial Assurance

$

3,753

 

$

3,209

       

Mortgage Insurance

 

317

   

265

       

GE Global Insurance Holding (ERC)

 

2,886

   

2,585

       

Other Insurance

 

(132

)

 

138

       
 


 


       

     Total revenues

$

6,824

 

$

6,197

       
 


 


       

Net earnings

                 

GE Financial Assurance

$

376

 

$

260

       

Mortgage Insurance

 

127

   

142

       

GE Global Insurance Holding (ERC)

 

120

   

(143

)

     

Other Insurance

 

(19

)

 

68

       
 


 


       

     Total net earnings

$

604

 

$

327

       
 


 


       

Insurance revenues and net earnings increased 10% and 85%, respectively, compared with the third quarter of 2002. The increase in revenues resulted primarily from the gain on sale of GE Edison Life at GE Financial Assurance, the net effects of foreign currency translation and growth in premium revenues. ERC's growth in premium revenues associated with price increases was partially offset by volume declines associated with the more restrictive underwriting. The increase in net earnings resulted primarily from lower adverse development at ERC, the gain on sale of GE Edison Life, the net effects of foreign currency translation and growth in premium revenues. The net earnings comparison was also affected by the favorable 2002 tax settlement with the Internal Revenue Service for treatment of certain reserves for obligations to policyholders on life insurance contracts. The increase in revenues and net earnings was also partially offset by an impairment charge resulting from the planned sale of FGIC.

(19)


Table of Contents

 

 

Third quarter
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

IT Solutions

$

124

 

$

501

       

GE Equity

 

(2

)

 

(206

)

     

Other – All Other GECS

 

676

   

193

       
 


 


       

     Total revenues

$

798

 

$

488

       
 


 


       

Net earnings

                 

IT Solutions

$

(2

)

$

(8

)

     

GE Equity

 

(20

)

 

(166

)

     

Other – All Other GECS

 

(19

)

 

(31

)

     
 


 


       

     Total net earnings

$

(41

)

$

(205

)

     
 


 


       

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:

(20)


Table of Contents

 

B. Results of Operations – First Nine Months of 2003 Compared with First Nine Months of 2002

     Earnings before accounting changes (discussed in notes 3 and 6 to the condensed, consolidated financial statements) for the first nine months of 2003 were $5,479 million, a $944 million (21%) increase over the first nine months of 2002. Three of our four businesses – Commercial Finance, Consumer Finance and Insurance – achieved double-digit earnings growth rates.

     Acquisitions contributed $228 million to earnings in the first nine months of 2003, compared with approximately $400 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 $4,652 million (11%) to $47,761 million for the first nine months of 2003, compared with $43,109 million for the first nine months of 2002. The increase resulted primarily from the net effects of foreign currency translation and from acquisitions, primarily at Consumer Finance and Commercial Finance. Also contributing to the increase was Insurance (higher premium growth, 2002 loss events, gain on sales of GE Edison Life and the U.S. Auto and Home business); gain on sale of the Home Depot private-label credit card receivables; and the effects of adopting FIN 46. These increases were partially offset by product line and geographic market exits at IT Solutions and lower securitization gains at Consumer Finance.

     Interest expense on borrowings for the first nine months of 2003, remained flat at $7,362 million, as compared to the first nine months of 2002, reflecting the effects of higher average borrowings, offset by the effects of lower market interest rates. The average composite interest rate on our borrowings for the first nine months of 2003 was 3.56%, down from 4.08% in the first nine 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 $1,294 million for the first nine months of 2003 (an effective tax rate of 19.1%), compared with $721 million for the first nine months of 2002 (an effective tax rate of 13.7%). The higher effective tax rate primarily reflected the effects of the sale of the GE Edison Life and the U.S. Auto and Home business and the absence of a current year counterpart to the 2002 favorable tax settlements with the Internal Revenue Service.

(21)


Table of Contents

 

Operating Segments

     Revenues and earnings before accounting changes, by operating segment, for the first nine months ended September 30, 2003 and 2002 are summarized and discussed below.

 

Nine months
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

Commercial Finance

$

13,824

 

$

12,942

       

Consumer Finance

 

9,304

   

7,536

       

Equipment Management

 

3,407

   

3,531

       

Insurance

 

19,984

   

17,228

       

All Other GECS

 

1,242

   

1,872

       
 


 


       

     Total revenues

$

47,761

 

$

43,109

       
 


 


       

Net earnings

                 

Commercial Finance

$

2,632

 

$

2,334

       

Consumer Finance

 

1,655

   

1,431

       

Equipment Management

 

131

   

225

       

Insurance

 

1,624

   

938

       

All Other GECS

 

(563

)

 

(393

)

     
 


 


       

Total earnings before accounting changes

 

5,479

   

4,535

       

Cumulative effect of accounting changes

 

(339

)

 

(1,015

)

     
 


 


       

     Total net earnings

$

5,140

 

$

3,520

       
 


 


       

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

(22)


Table of Contents

 

 

Nine months
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

Commercial Equipment Financing

$

3,259

 

$

3,209

       

Real Estate

 

1,912

   

1,536

       

Corporate Financial Services (a)

 

1,760

   

1,779

       

Structured Finance

 

961

   

915

       

Aviation Services

 

2,135

   

1,992

       

Vendor Financial Services

 

3,246

   

3,008

       

Healthcare Financial Services

 

543

   

471

       

Other Commercial Finance

 

8

   

32

       
 


 


       

     Total revenues

$

13,824

 

$

12,942

       

 


 


       

Net revenues

             

Total revenues

$

13,824

 

$

12,942

       

Interest expense

 

4,167

   

4,242

       
 


 


       

     Total net revenues

$

9,657

 

$

8,700

       

 


 


       

Net earnings

                 

Commercial Equipment Financing

$

515

 

$

473

       

Real Estate

 

719

   

495

       

Corporate Financial Services

 

465

   

459

       

Structured Finance

 

380

   

382

       

Aviation Services

 

358

   

352

       

Vendor Financial Services

 

279

   

237

       

Healthcare Financial Services

 

106

   

88

       

Other Commercial Finance

 

(190

)

 

(152

)

     
 


 


       

     Total net earnings

$

2,632

 

$

2,334

       

 


 


       
 

At

 
 


 
 

9/30/03

 

9/30/02

 

12/31/02

 
 


 


 


 

Total assets

                 

Commercial Equipment Financing

$

50,879

 

$

49,782

 

$

51,757

 

Real Estate

 

27,336

   

29,273

   

29,522

 

Corporate Financial Services

 

28,502

   

26,188

   

26,897

 

Structured Finance

 

20,106

   

17,514

   

19,293

 

Aviation Services

 

32,399

   

28,741

   

30,512

 

Vendor Financial Services

 

24,522

   

22,272

   

25,518

 

Healthcare Financial Services

 

8,502

   

7,324

   

7,905

 

Other Commercial Finance

 

1,308

   

2,260

   

2,841

 
 


 


 


 

     Total assets

$

193,554

 

$

183,354

 

$

194,245

 
 


 


 


 

 

                 

Financing receivables net

$

127,250

 

$

119,413

 

$

128,277

 
 


 


 


 

(a) The Commercial Finance or CF business until we renamed it on January 1, 2003.

 

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Commercial Finance revenues and net earnings increased 7% and 13%, respectively, compared with the first nine months of 2002. The increase in revenues resulted primarily from acquisitions across substantially all businesses, higher investment gains primarily at Real Estate, and origination growth. The increase in net earnings resulted primarily from acquisitions across substantially all businesses, origination growth, higher investment gains primarily at Real Estate and growth in lower taxed earnings from international operations, partially offset by commercial aircraft impairments at Aviation Services.

 

Nine months
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

Global Consumer Finance

$

6,125

 

$

4,759

       

Card Services

 

3,179

   

2,777

       
 


 


       

     Total revenues

$

9,304

 

$

7,536

       
 


 


       

Net revenues

                 

Total revenues

$

9,304

 

$

7,536

       

Interest expense

 

1,934

   

1,561

       
 


 


       

     Total net revenues

$

7,370

 

$

5,975

       
 


 


       

Net earnings

                 

Global Consumer Finance

$

1,110

 

$

971

       

Card Services

 

619

   

532

       

Other Consumer Finance

 

(74

)

 

(72

)

     
 


 


       

     Total net earnings

$

1,655

 

$

1,431

       
 


 


       

 

                 
 

At

 
 


 
 

9/30/03

 

9/30/02

 

12/31/02

 
 


 


 


 

Total assets

                 

Global Consumer Finance

$

78,614

 

$

54,968

 

$

58,310

 

Card Services

 

18,023

   

17,759

   

18,655

 
 


 


 


 

     Total assets

$

96,637

 

$

72,727

 

$

76,965

 
 


 


 


 

Financing receivables – net

$

82,130

 

$

60,438

 

$

63,254

 
 


 


 


 

Consumer Finance revenues and net earnings increased 23% and 16%, respectively, compared with the first nine months of 2002. The increase in revenues resulted primarily from acquisitions, the net effects of foreign currency translation, origination growth and the gain on sale of Home Depot private label credit card receivables, partially offset by lower securitization activity at Card Services. The increase in net earnings resulted from growth in lower taxed earnings from international operations, the gain on sale of Home Depot

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private label credit card receivables, acquisitions, the net effects of foreign currency translation and origination growth. These increases were partially offset by lower securitization activity at Card Services and increased reserve requirements.

 

Nine months
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

Equipment Management total revenues

$

3,407

 

$

3,531

       
 


 


       

Net revenues

                 

Total revenues

$

3,407

 

$

3,531

       

Interest expense

 

557

   

611

       
 


 


       

     Total net revenues

$

2,850

 

$

2,920

       
 


 


       

Net earnings

                 

Equipment Management total net earnings

$

131

 

$

225

       
 


 


       

  

 
 

At

 
 


 
 

9/30/03

 

9/30/02

 

12/31/02

 
 


 


 


 

Total assets

                 

Equipment Management total assets

$

23,802

 

$

24,923

 

$

25,222

 
 


 


 


 

Equipment leased to others

$

10,997

 

$

11,026

 

$

11,285

 
 


 


 


 

Equipment Management revenues and net earnings decreased 4% and 42%, respectively, compared with the first nine months of 2002. The decrease in revenues resulted primarily from lower asset utilization, lower price and lower gains on asset sales related to continued defleeting activities, partially offset by the net effects of foreign currency translation. The decrease in net earnings resulted primarily from lower asset utilization, lower price and lower gains on asset sales, partially offset by lower taxes.

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Nine months
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

GE Financial Assurance

$

10,340

 

$

9,009

       

Mortgage Insurance

 

889

   

801

       

GE Global Insurance Holding (ERC)

 

8,644

   

7,068

       

Other Insurance

 

111

   

350

       
 


 


       

     Total revenues

$

19,984

 

$

17,228

       
 


 


       

Net earnings

                 

GE Financial Assurance

$

780

 

$

632

       

Mortgage Insurance

 

376

   

413

       

GE Global Insurance Holding (ERC)

 

360

   

(285

)

     

Other Insurance

 

108

   

178

       
 


 


       

     Total net earnings

$

1,624

 

$

938

       
 


 


       

Insurance revenues and net earnings increased 16% and 73%, respectively, compared with the first nine months of 2002. The increase in revenues resulted primarily from adjustments in 2002 to estimates of prior-year loss events at ERC, the gain on sale of GE Edison Life at GE Financial Assurance, growth in premium revenues, the net effects of foreign currency translation and higher investment gains. The growth in premium revenues was primarily attributable to the combination of price increases at ERC, origination volume at GE Financial Assurance and post acquisition revenues from acquired businesses, partially offset by a decrease in premium volume resulting from the more restrictive underwriting at ERC. The higher investment gains were primarily attributable to other-than-temporary impairments recognized in 2002, primarily related to WorldCom, Inc. bonds. The increase in net earnings resulted primarily from 2002 adjustments to estimates of prior-year loss events and lower adverse development at ERC, the gain on sale of GE Edison Life, growth in premium revenues, the net effects of foreign currency translation and higher investment gains. The increase in net earnings was partially offset by the absence of a current year counterpart to the favorable 2002 tax settlement with the Internal Revenue Service regarding treatment of certain reserves for obligations to policyholders on life insurance contracts. The increase in revenues and net earnings was also partially offset by an impairment charge resulting from the planned sale of FGIC.

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Nine months
ended September 30

       
 


       

(Dollars in millions)

2003

 

2002

       
 


 


       

Revenues

                 

IT Solutions

$

368

 

$

1,469

       

GE Equity

 

(175

)

 

(348

)

     

Other – All Other GECS

 

1,049

   

751

       
 


 


       

     Total revenues

$

1,242

 

$

1,872

       
 


 


       

Net earnings

                 

IT Solutions

$

(43

)

$

(20

)

     

GE Equity

 

(167

)

 

(320

)

     

Other – All Other GECS

 

(353

)

 

(53

)

     
 


 


       

     Total net earnings

$

(563

)

$

(393

)

     
 


 


       

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:

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C. Statement of Financial Position

Following is an analysis of the principle changes in our financial position at September 30, 2003.

Investment securities comprise mainly investment-grade debt securities held by Insurance in support of obligations to annuitants and policyholders. Investment securities were $118.7 billion at September 30, 2003, compared with $116.5 billion at December 31, 2002. The increase of $2.2 billion was primarily the result of $13.9 billion of investment securities held by Trinity, a group of sponsored special purpose entities. The increase was also attributable to the investments of premiums received, reinvestment of investment income and the positive performance of the equity and debt markets, net of impairments and losses, partially offset by the sale of GE Edison Life and the U.S. Auto and Home business, and the reclassification of $2.8 billion of investments to assets held for sale related to FGIC.

     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 third quarter of 2003, approximately $160 million of portfolio value is at risk of being charged to earnings in the next 12 months. Impairment losses recognized for the first nine months of 2003 were $476 million.     

    Gross unrealized gains and losses were $4.6 billion and $1.7 billion, respectively, at September 30, 2003, compared with $4.4 billion and $2.4 billion, respectively, at December 31, 2002, reflecting broad market improvement in 2003. We estimate that available gains, net of resulting impairment of insurance intangible assets, could be as much as $2.0 billion. The market values we use in determining unrealized gains and losses is 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 $220.7 billion at September 30, 2003, from $203.6 billion at December 31, 2002, as discussed in the following paragraphs. The related allowance for losses amounted to $6.1 billion at September 30, 2003, compared with $5.5 billion at December 31, 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. 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 $129.6 billion at September 30, 2003, compared with $130.9 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 decreased primarily as a result of securitizations and sales, partially offset by the net effects of foreign currency translation, portfolio acquisitions and origination growth. Related nonearning and reduced-earning receivables were $1.9 billion and $2.2 billion, about 1.5% and 1.7% of outstanding receivables at September 30, 2003 and December 31, 2002, respectively. Commercial Finance financing receivables are generally backed by assets and there is a broad spread

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of geographic and credit risk in the portfolio. Gross write-offs were consistent at $0.9 billion for the first nine months of 2003 and 2002. Recoveries relating to those write-offs for the first nine months of 2003 were $63 million compared with $65 million for the first nine months of 2002.

     Consumer Finance financing receivables before allowance for losses, primarily installment loans, auto loans and leases, and residential mortgages, were $85.8 billion at September 30, 2003, compared with $66.0 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 termination of the Home Depot private label credit card contract. Nonearning consumer receivables at September 30, 2003, were $2.3 billion, about 2.7% of outstanding receivables, compared with $1.6 billion, about 2.4% of outstanding receivables at December 31, 2002. Gross write-offs for the first nine months of 2003 were $2.2 billion compared with $1.7 billion for the first nine months of 2002. Recoveries relating to those write-offs for the first nine months of 2003 improved to $482 million compared with $381 million for the first nine months of 2002, reflecting the effects of improved collection and underwriting efforts and growth in the portfolio.

     Financing receivables in Other, principally Equipment Management, amounted to $5.3 billion and $6.7 billion at September 30, 2003, and December 31, 2002, respectively, before the allowance for losses. Nonearning receivables were consistent at $0.1 billion, about 1.3% of outstanding receivables at September 30, 2003 and December 31, 2002. Gross write-offs for the first nine months of 2003 were $60 million compared with $68 million for the first nine months of 2002, and 2003 recoveries were $9 million compared with $13 million for the first nine months of 2002.

     Delinquency rates on managed Consumer Finance financing receivables were 5.62% at September 30, 2003, and 5.58% at December 31, 2002. Delinquency rates on managed Commercial Finance equipment loans and leases were 1.82% at September 30, 2003 and 1.71% at December 31, 2002.

Assets in securitization and certain other FIN 46 entities were $30.7 billion at September 30, 2003, as a result of our adopting FIN 46 on July 1, 2003. Because we have stopped transferring assets to these entities, balances will decrease as the assets repay. For more information on securitization and other FIN 46 entities see note 3.

Other Assets include investments in associated companies. At September 30, 2003, approximately $1.9 billion of investment in associated companies related to SES Global, a leading satellite company, whose carrying amount exceeded the $1.4 billion market value of our shares (based on publicly-traded share price on two European exchanges). SES Global has been profitable, and consistently has achieved positive margins and operating cash flows. The share price is near its historic low and is not widely traded. We and two other shareowners hold a majority of the outstanding equity. We intend, and are able, to hold this investment indefinitely, and we believe that it is probable that the carrying amount of our investment can be recovered from results of SES Global's operations. Thus, we believe that this investment is not other than temporarily impaired.

Liabilities in securitization and certain other FIN 46 entities were  $30.1 billion at September 30, 2003, as a result of adopting FIN 46 on July 1, 2003. For more information on securitization and other FIN 46 entities refer to note 3.

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Insurance liabilities, reserves and annuity benefits were $135.0 billion at September 30, 2003, compared with $135.9 billion at December 31, 2002. The decrease of $0.9 billion resulted primarily from the sale of GE Edison Life and the U.S. Auto and Home business ($18.0 billion), partially offset by $14.0 billion of GICs issued by Trinity and increased premium volume at GE Financial Assurance and ERC. These GICs are supported by cash flows from investment securities held by Trinity and were required to be consolidated as a result of the adoption of FIN 46. The related investment securities are reported in investment securities.

D. Additional Considerations

Commercial Airlines

     Commercial aviation is an industry in which we have a significant ongoing interest. As has been widely reported, this industry has been under pressure, but has undertaken steps to reduce unused capacity and align costs. Consequently, major U.S. and European airlines, achieved moderate improvements in third quarter operations including traffic, revenues and load factors.

     At September 30, 2003, we had the following positions related to the global commercial aviation business, principally in our Commercial Finance segment:

     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 third quarter of 2003, our exposure related to these airlines amounted to $3.9 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 major airline customer, 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.

     Commercial Finance tests the recoverability of its commercial aircraft operating lease portfolio at least annually in accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

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    Additionally, quarterly tests are performed whenever events or changes in circumstances indicate that an aircraft's carrying amount may not be recoverable, for example, when aircraft are released or current lease terms have changed. If an aircraft is deemed to be impaired as the expected future cash flows do not meet the recoverability requirement, Commercial Finance will write the asset down to the aircraft's current fair market value as provided by independent aircraft appraisers. This impairment loss is recorded in the depreciation expense line in the statement of earnings. Commercial Finance recognized SFAS 144 impairment losses of $212 million and $98 million during the nine months ended September 30, 2003 and 2002, respectively.

Other Matters

     In August 2003, we completed the previously announced sale of our Tokyo-based GE Edison Life and U.S. Auto and Home businesses to American International Group, Inc. for approximately $2,150 million in cash following a pre-closing dividend. Before taxes and transaction costs, we realized a gain of $641 million ($260 million after taxes and transaction costs) on the sale of GE Edison Life, reported in the Insurance segment, and a gain of $54 million ($12 million after taxes and transaction costs) on the sale of the U.S. Auto and Home business, reported in All Other GECS. These gains are reported in revenues from services, other income; see note 8.

     On August 4, 2003, we announced a definitive agreement to sell a controlling interest in FGIC for cash of $1,600 million following a pre-closing dividend. After the sale, we will hold $235 million as the sole investor in FGIC convertible preferred stock as well as $65 million in FGIC common stock, about 4.5% of outstanding common shares. The transaction should close in the fourth quarter subject to regulatory approvals. At September 30, 2003, we reported FGIC as "held for sale" as follows: FGIC assets, almost entirely investment securities, amounted to $2,870 million (net of provision for losses); FGIC liabilities, mostly insurance reserves, amounted to $939 million; and equity, substantially all unrealized gains on investment securities, amounted to approximately $31 million. Our estimated loss, $182 million before tax, is reported in revenues from services, other income; see note 8.

     During the quarter ended September 30, 2003, rating agencies revised their financial strength rating for certain of our insurance operations. Counterparty credit ratings on Employers Reinsurance Corporation and affiliated non-life insurance/reinsurance entities were reduced to A+ from AA-. Concurrently, the ratings on Employers Reinsurance Corporation senior debt securities were revised to A- from A. Also, GE Mortgage Insurance Corp.'s counterparty credit and financial strength ratings were lowered from AAA / Aaa to AA /Aa2. We do not believe that these actions will materially affect our liquidity or capital resources or our ability to write future business.

E. Liquidity

     The major debt-rating agencies evaluate the financial condition of GE Capital Corporation (GE Capital), our major public borrowing entity. Factors that are important to the ratings of GE Capital 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; asset utilization, including return on assets and asset turnover ratios; and support from General Electric Company (GE). Considering those factors, the major rating agencies continue to give the highest ratings to debt of GE Capital (long term credit rating AAA/Aaa; short-term credit rating A-1+/P-1).

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     One of our strategic objectives is to maintain these ratings on debt issued by GE Capital. 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 the GE Capital rating, at the end of 2002, GE was contractually committed to maintain our ratios of earnings to fixed charges at GE Capital at a specified level.

     As of January 1, 2003, we extended the business-specific, market based leverage to the performance measurement of each of our financial services businesses, and consequently to the definition of segment profit. As a result, $12.5 billion of debt previously allocated to the segments was allocated to the All Other GECS segment. Our plans are to reduce the level of debt and increase equity in financial services, targeting the elimination of the non-business related debt allocated to All Other GECS by the end of 2005. Accordingly, GECS Board of Directors:

     Proceeds from the disposition of GE Edison Life and the U.S. Auto and Home business amounted to approximately $2,150 million. Such proceeds and the pre-closing dividend of approximately $440 million were used to (i) reduce approximately $760 million of indebtedness assigned to the assets sold, (ii) reduce approximately $940 million of debt allocated to All Other GECS and (iii) dividend approximately $710 million to GE, received from GE Capital. GECS expects to dividend to GE an additional $230 million during the fourth quarter relating to the disposition of GE Edison Life and the U.S. Auto and Home business. Proceeds from further 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.

     The following table compares financial services debt composition:

 

At
September 30, 2003

 

At
December 31, 2002

 


 


Senior Notes

56

%

 

52

%

Commercial Paper

26

   

31

 

Other – principally current portion of long-term debt

18

   

17

 
 


   


 

Total

100

%

 

100

%

 


   


 

     During the first nine months of 2003, GE Capital issued approximately $40 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 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. GE Capital is the most widely-held name in those global commercial paper markets. GE Capital anticipates issuing approximately $10 billion to $15 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.

     

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    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 include $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 asset sales.

F. Off-Balance Sheet Arrangements

     We use off-balance sheet arrangements in the ordinary course of business to improve shareowner returns. One of the most common forms of off-balance sheet arrangements is asset securitization. The securitization transactions we engage in are similar to those used by many financial institutions. Beyond improved returns, these transactions serve as funding sources for a variety of diversified lending and securities transactions. They transfer selected credit risk and improve cash flows while enhancing the ability to provide a full range of competitive products for customers. Historically, we have used both sponsored and third-party entities to execute securitization transactions funded in the commercial paper and term markets. With our adoption of FIN 46 on July 1, 2003, we consolidated $36.3 billion of assets in sponsored entities and no new securitization transactions have been executed with those entities. We will continue to engage in securitization transactions with both third party conduits as well as public market term securitizations.

     Assets held by off-balance sheet securitization entities include: receivables secured by equipment, commercial real estate and other assets; credit card receivables; and trade receivables. In addition to being of high credit quality, these assets are diversified. Examples of these assets include loans and leases on manufacturing and transportation equipment, loans on commercial property, commercial loans and balances of high credit quality accounts from sales of a broad range of products and services to a diversified customer base. Off-balance sheet assets securitized totaled $19.0 billion and $52.1 billion at September 30, 2003 and December 31, 2002, respectively. For further information about these arrangements, see note 5.

Item 4. Controls and Procedures

     As of September 30, 2003, under direction of our Chairman of the Board (serving as the principal executive officer) and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures and internal controls over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of September 30, 2003, and (ii) no changes occurred during the quarter ended September 30, 2003, that materially affected, or are reasonably likely to materially affect, such internal controls.

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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    

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

 

Exhibit 31.2

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

 

Exhibit 32

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

 

Exhibit 99

Reconciliation of Non-GAAP Financial Measures

b. 

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

 

No reports on Form 8-K were filed during the quarter ended September 30, 2003.

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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 Services, Inc.
(Registrant)

 

 

October 31, 2003

 

/s/ Philip D. Ameen


 


Date

 

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

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