-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SIaJn45T65qTNhpCYzYDf1NYFugXO3GOJJFyZMHlaTER/HoIb6zoFY6IBZwOqkmC 8UYIlvtQnuHPeno7POTPog== 0000040545-02-000058.txt : 20021029 0000040545-02-000058.hdr.sgml : 20021029 20021029144341 ACCESSION NUMBER: 0000040545-02-000058 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00035 FILM NUMBER: 02801254 BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 10-Q 1 frm10q3.htm FORM 10-Q Form 10-Q

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, 2002

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 1-35
GENERAL ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

 
New York 
 14-0689340
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
3135 Easton Turnpike, Fairfield, CT
06828-0001
(Address of principal executive offices) (Zip Code)


 
  (Registrant's telephone number, including area code) (203) 373-2211

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 __

          There were 9,951,061,000 shares with a par value of $0.06 per share outstanding at September 30, 2002.


General Electric Company

Part I. Financial Information   Page
    
    Item 1. Financial Statements    
             Statement of Earnings  
                     Third Quarter Ended September 30, 2002 3
                     Nine Months Ended September 30, 2002 4
             Statement of Financial Position   5
             Statement of Cash Flows   6
             Summary of Operating Segments   7
             Notes to Financial Statements   8
    Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition   15
    Item 4. Controls and Procedures 35
   
Part II. Other Information  
    Item 6. Exhibits and Reports on Form 8–K   35
    Signatures   37
    Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 38

Forward Looking Statements

This document includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors.


Part I. Financial Information

Item 1. Financial Statements

Condensed Statement of Earnings
General Electric Company and consolidated affiliates

Third quarter ended September 30 (Unaudited)
Consolidated
GE
Financial
Services (GECS)

(Dollars, except per-share amounts, in millions) 2002  2001  2002  2001  2002  2001 






Sales of goods    $ 12,987    $ 13,000    $ 12,271    $ 12,225    $ 779    $ 778 
Sales of services      5,061      4,072      5,115      4,134      –      – 
Earnings of GECS      –      –      1,551      1,301      –      – 
GECS revenues from services      14,080      12,382      –      –      14,202      12,520 
Other income      457      14      486      76      –      – 






   Total revenues      32,585      29,468      19,423      17,736      14,981      13,298 






Cost of goods sold      9,156      9,096      8,546      8,407      673      692 
Cost of services sold      3,084      2,645      3,138      2,707      –      – 
Interest and other financial charges      2,773      2,640      212      244      2,645      2,503 
Insurance losses and policyholder and 
   annuity benefits 
    4,227      3,618      –      –      4,227      3,618 
Provision for losses on financing receivables      640      567      –      –      640      567 
Other costs and expenses      7,357      6,439      2,340      2,153      5,084      4,379 
Minority interest in net earnings of                                      
   consolidated affiliates      84      59      45      32      39      27 






   Total costs and expenses      27,321      25,064      14,281      13,543      13,308      11,786 






Earnings before income taxes      5,264      4,404      5,142      4,193      1,673      1,512 
Provision for income taxes      (1,177)     (1,123)     (1,055)     (912)     (122)     (211)






   Net earnings    $ 4,087    $ 3,281    $ 4,087    $ 3,281    $ 1,551    $ 1,301 






Per-share amounts                                     
   Diluted earnings per share    $ 0.41    $ 0.33                         
   Basic earnings per share    $ 0.41    $ 0.33                         
 
Dividends declared per share    $ 0.18    $ 0.16                         

See notes to condensed consolidated financial statements. Consolidating information is shown for "GE" and "Financial Services (GECS)."
Transactions between GE and GECS have been eliminated from the "consolidated" columns.

Condensed Statement of Earnings
General Electric Company and consolidated affiliates

Nine months ended September 30 (Unaudited)
Consolidated
GE
Financial
Services (GECS)

(Dollars, except per-share amounts, in millions) 2002  2001  2002  2001  2002  2001 






Sales of goods    $ 40,211    $ 38,861    $ 37,823    $ 36,065    $ 2,494    $ 2,806 
Sales of services      15,586      13,551      15,770      13,732      –      – 
Earnings of GECS before accounting changes      –      –      4,535      4,179      –      – 
GECS revenues from services      39,925      39,297      –      –      40,238      39,614 
Other income      598      229      675      385      –      – 






   Total revenues      96,320      91,938      58,803      54,361      42,732      42,420 






Cost of goods sold      28,360      26,880      26,229      24,371      2,237      2,519 
Cost of services sold      10,092      9,363      10,276      9,544      –      – 
Interest and other financial charges      7,590      8,423      444      614      7,362      8,072 
Insurance losses and policyholder and 
   annuity benefits 
    11,465      10,853      –      –      11,465      10,853 
Provision for losses on financing receivables      2,087      1,546      –      –      2,087      1,546 
Other costs and expenses      20,598      20,257      6,560      6,369      14,212      14,098 
Minority interest in net earnings of consolidated                                     
   affiliates       250      262      137      136      113      126 






   Total costs and expenses      80,442      77,584      43,646      41,034      37,476      37,214 






Earnings before income taxes and accounting 
   changes 
    15,878      14,354      15,157      13,327      5,256      5,206 
Provision for income taxes      (3,847)     (4,159)     (3,126)     (3,132)     (721)     (1,027)






   Earnings before accounting changes      12,031      10,195      12,031      10,195      4,535      4,179 
Cumulative effect of accounting changes 
   (notes 3 and 4)
    (1,015)     (444)     (1,015)     (444)     (1,015)     (169)






   Net earnings    $ 11,016    $ 9,751    $ 11,016    $ 9,751    $ 3,520    $ 4,010 






Per-share amounts before accounting changes                                     
   Diluted earnings per share    $ 1.20    $ 1.01                         
   Basic earnings per share    $ 1.21    $ 1.03                         
 
Per-share amounts after accounting changes                                     
   Diluted earnings per share    $ 1.10    $ 0.97                         
   Basic earnings per share    $ 1.11    $ 0.98                         
 
Dividends declared per share    $ 0.54    $ 0.48                         

See notes to condensed consolidated financial statements. Consolidating information is shown for "GE" and "Financial Services (GECS)." 
Transactions between GE and GECS have been eliminated from the "consolidated" columns.

Condensed Statement of Financial Position
General Electric Company and consolidated affiliates

Consolidated
GE
Financial
Services (GECS)

(Dollars in millions) 9/30/02   12/31/01  9/30/02   12/31/01  9/30/02   12/31/01 






Cash and equivalents    $ 11,126    $ 9,082    $ 1,965    $ 10,447    $ 9,295    $ 7,314 
Investment securities      115,372      101,017      526      879      114,846      100,138 
Current receivables      10,803      9,590      11,094      9,805      –      – 
Inventories      9,341      8,565      9,090      8,295      251      270 
Financing receivables – net      188,217      174,032      –      –      188,217      174,032 
Other GECS receivables      42,142      38,422      –      –      43,911      40,584 
Property, plant and equipment (including equipment                                     
   leased to others) – net      44,345      42,140      13,262      12,799      31,083      29,341 
Investment in GECS      –      –      31,582      28,590      –      – 
Intangible assets – net      44,637      35,124      22,110      14,367      22,527      20,757 
All other assets      89,540      77,051      27,231      24,551      63,242      53,048 






Total assets    $ 555,523    $ 495,023    $ 116,860    $ 109,733    $ 473,372    $ 425,484 






Short–term borrowings    $ 130,486    $ 153,076    $ 3,124    $ 1,722    $ 128,307    $ 160,844 
Accounts payable, principally trade accounts      20,644      18,158      7,088      6,680      15,821      13,705 
Progress collections and price adjustments accrued      7,823      11,751      7,823      11,751      –      – 
Other GE current liabilities      16,905      15,919      16,905      15,919      –      – 
Long-term borrowings      134,036      79,806      876      787      133,285      79,091 
Insurance liabilities, reserves and annuity benefits      131,935      114,223      –      –      131,935      114,223 
All other liabilities      34,607      32,921      16,605      16,089      17,794      16,647 
Deferred income taxes      11,391      9,130      1,178      1,013      10,213      8,117 






Total liabilities      487,827      434,984      53,599      53,961      437,355      392,627 






Minority interest in equity of consolidated                                      
   affiliates      5,438      5,215      1,003      948      4,435      4,267 






Accumulated gains/(losses) – net (a)                                    
   Investment securities      1,515      (232)     1,515      (232)     1,671      (348)
   Currency translation adjustments      (2,438)     (3,136)     (2,438)     (3,136)     (742)     (840)
   Derivatives qualifying as hedges      (2,045)     (955)     (2,045)     (955)     (2,006)     (890)
Common stock (9,951,061,000 and 9,925,938,000 
   shares outstanding at September 30, 2002 and                                     
   December 31, 2001, respectively)     669      669      669      669         
Other capital      17,233      16,693      17,233      16,693      5,971      5,989 
Retained earnings      74,347      68,701      74,347      68,701      26,687      24,678 
Less common stock held in treasury      (27,023)     (26,916)     (27,023)     (26,916)     –      – 






Total share owners' equity      62,258      54,824      62,258      54,824      31,582      28,590 






Total liabilities and equity    $ 555,523    $ 495,023    $ 116,860    $ 109,733    $ 473,372    $ 425,484 







(a) The sum of accumulated gains/(losses) on currency translation adjustments, investment securities and derivatives qualifying as hedges constitutes 
"Accumulated nonowner changes other than earnings," and was $(2,968) million and $(4,323) million at September 30, 2002 and December 31, 2001, respectively.

See notes to condensed consolidated financial statements. Consolidating information is shown for "GE" and "Financial Services (GECS)." September 30, 2002 
information is unaudited. Transactions between GE and GECS have been eliminated from the "consolidated" columns.


Condensed Statement of Cash Flows
General Electric Company and consolidated affiliates

Nine months ended September 30 (Unaudited)
Consolidated
GE
Financial Services (GECS)
(Dollars in millions) 2002  2001  2002  2001  2002  2001 






Cash flows – operating activities                                     
Net earnings    $ 11,016    $ 9,751    $ 11,016    $ 9,751    $ 3,520    $ 4,010 
Adjustments to reconcile net earnings to cash                                      
   provided from operating activities                                     
       Cumulative effect of accounting changes      1,015      444      1,015      444      1,015      169 
       Depreciation and amortization of property, 
          plant and equipment      4,289      3,966      1,586      1,452      2,703      2,514 
       Amortization of goodwill      –      939      –      406      –      533 
       Earnings retained by GECS      –      –      (3,024)     (2,719)     –      – 
       Deferred income taxes      1,921      674      332      267      1,589      407 
       Increase in GE current receivables      (643)     (292)     (719)     (245)     –      – 
       Decrease (increase) in inventories      (336)     (454)     (355)     (828)     19      374 
       Increase in accounts payable      2,631      2,161      221      25      2,447      2,573 
       Increase in insurance liabilities, reserves 
          and annuity benefits      5,618      8,563      –      –      5,618      8,563 
       Provision for losses on financing receivables      2,087      1,546      –      –      2,087      1,546 
       All other operating activities      (6,511)     (3,628)     (4,351)     3,177      (1,897)     (6,524)






Cash from operating activities      21,087      23,670      5,721      11,730      17,101      14,165 






Cash flows – investing activities                                     
Additions to property, plant and equipment      (8,314)     (11,612)     (1,459)     (2,107)     (6,855)     (9,505)
Net increase in GECS financing receivables      (10,853)     (3,979)     –      –      (10,853)     (3,979)
Payments for principal businesses purchased      (13,683)     (6,829)     (8,141)     (729)     (5,542)     (6,100)
All other investing activities      (6,718)     991      387      908      (7,318)     (760)






Cash used for investing activities      (39,568)     (21,429)     (9,213)     (1,928)     (30,568)     (20,344)






Cash flows – financing activities                                     
Increase (decrease) in borrowings 
   (maturities 90 days or less)     (28,523)     (3,299)     1,996      (74)     (39,128)     (119)
Newly issued debt (maturities longer than 90 days)     78,297      19,057      318      679      78,032      18,385 
Repayments and other reductions (maturities                                      
   longer than 90 days)     (26,768)     (11,022)     (1,067)     (643)     (25,701)     (10,379)
Net purchases of GE shares for treasury      (870)     (1,795)     (870)     (1,795)     –      – 
Dividends paid to share owners      (5,367)     (4,768)     (5,367)     (4,768)     (1,511)     (1,460)
All other financing activities      3,756      225      –      –      3,756      625 






Cash from (used for) financing activities      20,525      (1,602)     (4,990)     (6,601)     15,448      7,052 






Increase (decrease) in cash and equivalents      2,044      639      (8,482)     3,201      1,981      873 
Cash and equivalents at beginning of year      9,082      8,195      10,447      7,210      7,314      6,052 






Cash and equivalents at September 30    $ 11,126    $ 8,834    $ 1,965    $ 10,411    $ 9,295    $ 6,925 







See notes to condensed consolidated financial statements. Consolidating information is shown for "GE" and "Financial Services (GECS)." 
Transactions between GE and Financial Services (GECS) have been eliminated from the "consolidated" columns.

Summary of Operating Segments
General Electric Company and consolidated affiliates

 

 

Third quarter ended
September 30 (Unaudited)

 

Nine months ended
September 30 (Unaudited)

 
 
 
 

(Dollars in millions)

 

2002

   

2001

   

2002

   

2001

 
 
 
 
 
 

Revenues

                       

          Aircraft Engines

$

2,721

 

$

2,851

 

$

8,062

 

$

8,644

 

          Commercial Finance

 

4,145

   

3,489

   

11,623

   

10,111

 

          Consumer Finance

 

2,701

   

2,343

   

7,536

   

7,110

 

          Consumer Products

 

2,116

   

2,153

   

6,236

   

6,124

 

          Equipment Management

 

1,073

   

1,159

   

3,154

   

3,312

 

          Industrial Products and Systems

 

2,401

   

2,178

   

7,005

   

6,794

 

          Insurance

 

6,197

   

5,186

   

17,228

   

17,353

 

          Materials

 

2,018

   

1,681

   

5,626

   

5,471

 

          NBC

 

1,370

   

1,050

   

5,355

   

4,232

 

          Power Systems

 

5,123

   

5,038

   

16,920

   

14,440

 

          Technical Products and Services

 

2,232

   

2,106

   

6,516

   

6,252

 

          All Other Financial Services (GECS)

 

865

   

1,121

   

3,191

   

4,534

 

          Eliminations and corporate items

 

(377

)

 

(887

)

 

(2,132

)

 

(2,439

)

 
 
 
 
 

Consolidated revenues

$

32,585

 

$

29,468

 

$

96,320

 

$

91,938

 
 
 
 
 
 

Segment profit (a)

                       

          Aircraft Engines

$

512

 

$

560

 

$

1,499

 

$

1,592

 

          Commercial Finance

 

881

   

751

   

2,330

   

2,064

 

          Consumer Finance

 

501

   

453

   

1,529

   

1,354

 

          Consumer Products

 

97

   

128

   

356

   

445

 

          Equipment Management

 

82

   

108

   

222

   

364

 

          Industrial Products and Systems

 

244

   

261

   

701

   

766

 

          Insurance

 

211

   

112

   

621

   

969

 

          Materials

 

280

   

337

   

903

   

1,188

 

          NBC

 

330

   

207

   

1,188

   

996

 

          Power Systems

 

1,418

   

1,222

   

4,880

   

3,232

 

          Technical Products and Services

 

348

   

342

   

1,030

   

1,089

 

          All Other GECS

 

(124

)

 

23

   

(167

)

 

(153

)

 
 
 
 
 

               Total segment profit

 

4,780

   

4,504

   

15,092

   

13,906

 

          GECS goodwill amortization

 

--

   

(146

)

 

--

   

(419

)

          GE corporate items and eliminations

 

574

   

79

   

509

   

454

 

          GE interest and other financial charges

 

(212

)

 

(244

)

 

(444

)

 

(614

)

          GE provision for income taxes

 

(1,055

)

 

(912

)

 

(3,126

)

 

(3,132

)

 
 
 
 
 

Earnings before accounting changes

 

4,087

   

3,281

   

12,031

   

10,195

 

Cumulative effect of accounting changes

 

--

   

--

   

(1,015

)

 

(444

)

 
 
 
 
 

Net earnings

$

4,087

 

$

3,281

 

$

11,016

 

$

9,751

 
 
 
 
 
 

(a) Segment profit excludes any goodwill amortization and accounting changes. Segment profit includes or excludes interest and other financial charges and segment income taxes according to how segment management is measured - excluded in determining operating profit for Aircraft Engines, Consumer Products, Industrial Products and Systems, Materials, NBC, Power Systems and Technical Products and Services, but included in determining net earnings for Commercial Finance, Consumer Finance, Equipment Management, Insurance and All Other GECS.

See notes to condensed consolidated financial statements.


Notes to Condensed, Consolidated Financial Statements (Unaudited)

     1. The accompanying condensed, consolidated quarterly financial statements represent the consolidation of General Electric Company and all companies which it directly or indirectly controls, either through majority ownership or otherwise. Reference is made to note 1 to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2001. That note discusses consolidation and financial statement presentation. As used in this report on Form 10-Q (Report) and in the Annual Report on Form 10-K, "GE" represents the adding together of all affiliated companies except General Electric Capital Services, Inc. (Financial Services or GECS), which is presented on a one-line basis; GECS consists of General Electric Capital Services, Inc. and all of its affiliates; and "consolidated" represents the adding together of GE and GECS with the effects of transactions between the two eliminated. Certain prior year amounts have been reclassified to conform to the current period's presentation.

     2. The condensed, consolidated quarterly financial statements are unaudited. These statements include all adjustments (consisting of normal recurring accruals) considered necessary by management to present a fair statement of the results of operations, financial position and cash flows. The results reported in these condensed, consolidated quarterly financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.

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

     GE and GECS ceased amortizing goodwill effective January 1, 2002. Simultaneously, to maintain a consistent basis for its measurement of performance, management revised previously-reported segment information to correspond to the earnings measurements by which businesses were to be evaluated. Accordingly, goodwill amortization is now treated as a corporate rather than a segment cost. Other measurement changes relate to the GE pension and other retiree benefit plans, whose effects are now reported at the corporate level, and allocation to segments of other selected costs previously reported at the corporate level.

     Effective as of January 1, 2002, GECS Asia/Pacific operations, previously managed by region, are managed and reported by the respective operating business. Further, as described in the GE Form 8-K dated September 17, 2002, effective in the third quarter, most of GECS operating businesses were reorganized to form four separate financial services businesses reporting to and reviewed directly by the GE chief operating decision maker, and are therefore GE operating segments. Certain other GECS businesses previously reported in separate segments are now reviewed directly by the GECS chief operating decision maker, and are therefore designated by GECS as operating segments. Because none of these operating segments qualifies as a GECS reporting segment, they have been combined for reporting purposes and are presented in "All Other GECS." GE also described the formation of the GE Consumer Products business from the previously separate Appliances and Lighting businesses in the aforementioned Form 8-K. Previously reported segment information has been revised to reflect all of these changes.

     Goodwill amortization expense for the third quarter ended September 30, 2001, was $147 million ($140 million after tax) and $187 million ($146 million after tax) for GE and GECS, respectively. Goodwill amortization expense for the nine months ended September 30, 2001, was $406 million ($384 million after tax) and $533 million ($419 million after tax) for GE and GECS, respectively. The effects on earnings and earnings per share of excluding such goodwill amortization from the third quarter and first nine months of 2001 follow.

 

 

Third quarter ended September 30

   
   

Consolidated

 

GE

 

GECS

   
 
 

(Dollars, except per-share amounts in millions)

   

2002

   

2001

   

2002

   

2001

   

2002

   

2001

                         

Net earnings, as reported

 

$

4,087

 

$

3,281

 

$

4,087

 

$

3,281

 

$

1,551

 

$

1,301

                         

Net earnings, excluding 2001 goodwill
     amortization

 

$

4,087

 

$

3,567

 

$

4,087

 

$

3,567

 

$

1,551

 

$

1,447

                         
   

Diluted

 

Basic

           
   
 
           
     

2002

   

2001

   

2002

   

2001

           
   
 
 
 
           

Earnings per share, as reported

 

$

0.41

 

$

0.33

 

$

0.41

 

$

0.33

           
                                     

Earnings per share, excluding
     2001 goodwill amortization

 

$

0.41

 

$

0.36

 

$

0.41

 

$

0.36

           
                                     
   

Nine months ended September 30

   
   

Consolidated

 

GE

 

GECS

   
 
 

(Dollars, except per-share amounts in millions)

   

2002

   

2001

   

2002

   

2001

   

2002

   

2001

   
 
 
 
 
 

Earnings before accounting changes,
     as reported

 

$

12,031

 

$

10,195

 

$

12,031

 

$

10,195

 

$

4,535

 

$

4,179

                         

Earnings before accounting changes,
     excluding 2001 goodwill amortization

 

$

12,031

 

$

10,998

 

$

12,031

 

$

10,998

 

$

4,535

 

$

4,598

                         

Net earnings, as reported

 

$

11,016

 

$

9,751

 

$

11,016

 

$

9,751

 

$

3,520

 

$

4,010

                         

Net earnings, excluding 2001 goodwill
     amortization

 

$

11,016

 

$

10,554

 

$

11,016

 

$

10,554

 

$

3,520

 

$

4,429

                   
   

Diluted

 

Basic

           
   
 
           
     

2002

   

2001

   

2002

   

2001

           
   
 
 
 
           

Earnings per share before accounting
     changes, as reported

 

$

1.20

 

$

1.01

 

$

1.21

 

$

1.03

           
                                     

Earnings per share before accounting
     changes, excluding 2001 goodwill
     amortization

 

$

1.20

 

$

1.09

 

$

1.21

 

$

1.11

           
                                     

Earnings per share, as reported

 

$

1.10

 

$

0.97

 

$

1.11

 

$

0.98

           
                                     

Earnings per share, excluding
     2001 goodwill amortization

 

$

1.10

 

$

1.05

 

$

1.11

 

$

1.06

           

     Under SFAS 142, management was required to test all existing goodwill for impairment as of January 1, 2002, on a "reporting unit" basis. A reporting unit is the operating segment unless, at businesses one level below that operating segment (the "component" level), discrete financial information is prepared and regularly reviewed by management, in which case such component is the reporting unit.

     A fair value approach is used to test goodwill for impairment. An impairment charge is recognized for the amount, if any, by which the carrying amount of goodwill exceeds its fair value. Fair values were established using discounted cash flows. When available and as appropriate, comparative market multiples were used to corroborate discounted cash flow results.

     The result of testing goodwill impairment in accordance with SFAS 142, as of January 1, 2002, was a non-cash charge of $1.204 billion ($1.015 billion after tax, or $0.10 per share), which is reported in the caption "Cumulative effect of accounting changes." Substantially all of the charge relates to the GECS IT Solutions business and the GECS GE Auto and Home business, a direct subsidiary of GE Financial Assurance. The primary factors resulting in the impairment charge were the difficult economic environment in the information technology sector and heightened price competition in the auto insurance industry. No impairment charge was appropriate under the FASB's previous goodwill impairment standard, which was based on undiscounted cash flows.

Intangibles Subject to Amortization

   

At
September 30, 2002

 

At
December 31, 2001

 
   
 
 

(Dollars in millions)

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 
   
 
 
 
 

Present value of future profits (PVFP)

 

$

5,237

   

$

(2,722

)

 

$

4,744

   

$

(2,546

)

 

Capitalized software

   

4,106

     

(1,748

)

   

3,660

     

(1,324

)

 

Servicing assets

   

3,763

     

(3,191

)

   

3,768

     

(2,629

)

 

Patents, licenses and other

   

1,882

     

(475

)

   

960

     

(382

)

 

All other

   

834

     

(496

)

   

1,092

     

(506

)

 
   
   
   
   
   

Total

 

$

15,822

   

$

(8,632

)

 

$

14,224

   

$

(7,387

)

 
   
   
   
   
   

     Consolidated amortization expense related to intangible assets, excluding goodwill, for the quarters ended September 30, 2002 and 2001, was $640 million and $522 million, respectively. Consolidated amortization expense related to intangible assets, excluding goodwill, for the nine months ended September 30, 2002 and 2001, was $1,558 million and $1,253 million, respectively. The estimated percentage of the December 31, 2001, net PVFP balance to be amortized over each of the next five years follows:

2002

13.0

%

2003

10.5

%

2004

8.9

%

2005

7.6

%

2006

6.3

%

     Amortization expense for PVFP in future periods will be affected by acquisitions, realized capital gains/losses or other factors affecting the ultimate amount of gross profits realized from certain lines of business. Similarly, future amortization expense for other intangibles will depend on acquisition activity and other business transactions.

Goodwill

     Goodwill balances follow:

(Dollars in millions)

 

Balance
12/31/01

Transition
Impairment

Acquired

Foreign
Exchange
and Other

Balance
9/30/02

 





Aircraft Engines

 

$

1,916

 

$

--

 

$

345

 

$

21

 

$

2,282

 

Commercial Finance

   

6,235

   

--

   

1,293

   

49

   

7,577

 

Consumer Finance

   

3,826

   

--

   

1,137

   

180

   

5,143

 

Consumer Products

   

393

   

--

   

--

   

(8

)

 

385

 

Equipment Management

   

1,160

   

--

   

13

   

45

   

1,218

 

Industrial Products and Systems

   

1,198

   

--

   

1,392

   

7

   

2,597

 

Insurance

   

3,372

   

--

   

535

   

255

   

4,162

 

Materials

   

1,923

   

--

   

1,548

   

(8

)

 

3,463

 

NBC

   

2,568

   

--

   

2,387

   

--

   

4,955

 

Power Systems

   

1,948

   

--

   

637

   

119

   

2,704

 

Technical Products and Services

   

2,408

   

--

   

334

   

84

   

2,826

 

All Other GECS

   

1,340

   

(1,204

)

 

--

   

(2

)

 

134

 
   
 
 
 
 
 

Total

 

$

28,287

 

$

(1,204

)

$

9,621

 

$

742

 

$

37,446

 
   
 
 
 
 
 

     4. At January 1, 2001, management adopted SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as amended. Under SFAS 133, all derivative instruments are recognized in the statement of financial position at their fair values. The cumulative effect of adopting this standard was a one-time reduction of net earnings in the first quarter of 2001 of $324 million ($0.03 per share) and comprised two significant elements: one element represented the fair value of equity options embedded in loans that provided both GE and the borrower the right, but not the obligation, to convert the loans into shares of the borrower's stock; the second element of the transition effect was a portion of the effect of marking to market options and currency contracts used for hedging. Also at January 1, 2001, management adopted the consensus of the Emerging Issues Task Force of the FASB on accounting for impairment of beneficial interests (EITF 99-20). Under this consensus, impairment of certain beneficial interests in securitized assets must be recognized when the asset's fair value is below its carrying value and it is probable that there has been an adverse change in estimated cash flows. The cumulative effect of adopting EITF 99-20 was a one-time reduction of net earnings in the first quarter of 2001 of $120 million ($0.01 per share).

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

   

Third quarter ended

 


(Dollars in millions)

 

9/30/02

 

9/30/01

 
   
 
 

Net earnings

 

$

4,087

 

$

3,281

 

Investment securities -- net changes in value

   

1,415

   

268

 

Currency translation adjustments -- net

   

547

   

141

 

Derivatives qualifying as hedges -- net changes in value

   

(694

)

 

(462

)

   
 
 

Total

 

$

5,355

 

$

3,228

 
   
 
 

 

   

Nine months ended

 


(Dollars in millions)

 

9/30/02

 

9/30/01

 
   
 
 

Net earnings

 

$

11,016

 

$

9,751

 

Investment securities -- net changes in value

   

1,747

   

339

 

Currency translation adjustments -- net

   

698

   

114

 

Derivatives qualifying as hedges -- net changes in value

   

(1,090

)

 

(675

)

Cumulative effect on equity of adopting SFAS 133

   

--

   

(827

)

   
 
 

Total

 

$

12,371

 

$

8,702

 
   
 
 

     6. Inventories consisted of the following:

   

At

 


(Dollars in millions)

 

9/30/02

 

12/31/01

 
   
 
 

Raw materials and work in process

 

$

4,992

 

$

4,708

 

Finished goods

   

4,690

   

4,221

 

Unbilled shipments

   

334

   

312

 

Revaluation to LIFO

   

(675

)

 

(676

)

   
 
 

Total

 

$

9,341

 

$

8,565

 
   
 
 

     7. Property, plant and equipment (including equipment leased to others) -- net, consisted of the following:

   

At

 


(Dollars in millions)

 

9/30/02

 

12/31/01

 
   
 
 

Original cost

   

76,184

   

71,287

 

Less: accumulated depreciation and amortization

   

31,839

   

29,147

 
   
 
 

Property, plant and equipment -- net

 

$

44,345

 

$

42,140

 
   
 
 

     8. GE's authorized common stock consisted of 13,200,000,000 shares, having a par value of $0.06 each. Information related to the calculation of earnings per share follows.

   

Third quarter ended

 


 

9/30/02

 

9/30/01

 

(Dollar amounts and shares in millions;



per-share amounts in dollars)

 

Diluted

 

Basic

 

Diluted

 

Basic

 
   
 
 
 
 

Consolidated operations

                         

Net earnings available to common share owners

 

$

4,087

 

$

4,087

 

$

3,281

 

$

3,281

 

Dividend equivalents -- net of tax

   

3

   

--

   

3

   

--

 
   
 
 
 
 

Net earnings available for per-share calculation

 

$

4,090

 

$

4,087

 

$

3,284

 

$

3,281

 
   
 
 
 
 

Average equivalent shares

                         

Shares of GE common stock

   

9,951

   

9,951

   

9,933

   

9,933

 

Employee compensation-related shares,
     including stock options

   

66

   

--

   

112

   

--

 
   
 
 
 
 

Total average equivalent shares

   

10,017

   

9,951

   

10,045

   

9,933

 
   
 
 
 
 

Net earnings per share

 

$

0.41

 

$

0.41

 

$

0.33

 

$

0.33

 
   
 
 
 
 
       

 

 

Nine months ended

 


 

9/30/02

 

9/30/01

 

(Dollar amounts and shares in millions;



per-share amounts in dollars)

 

Diluted

 

Basic

 

Diluted

 

Basic

 
   
 
 
 
 

Consolidated operations

                         

Earnings before accounting changes

 

$

12,031

 

$

12,031

 

$

10,195

 

$

10,195

 

Dividend equivalents -- net of tax

   

10

   

--

   

9

   

--

 
   
 
 
 
 

Earnings before accounting changes for
     per-share calculation

 

$

12,041

 

$

12,031

 

$

10,204

 

$

10,195

 
   
 
 
 
 

Cumulative effect of accounting changes

 

$

(1,015

)

$

(1,015

)

$

(444

)

$

(444

)

   
 
 
 
 

Net earnings available to common share owners

 

$

11,016

 

$

11,016

 

$

9,751

 

$

9,751

 

Dividend equivalents -- net of tax

   

10

   

--

   

9

   

--

 
   
 
 
 
 

Net earnings available for per-share calculation

 

$

11,026

 

$

11,016

 

$

9,760

 

$

9,751

 
   
 
 
 
 

Average equivalent shares

                         

Shares of GE common stock

   

9,941

   

9,941

   

9,935

   

9,935

 

Employee compensation-related shares,
     including stock options

   

85

   

--

   

125

   

--

 
   
 
 
 
 

Total average equivalent shares

   

10,026

   

9,941

   

10,060

   

9,935

 
   
 
 
 
 

Per-share amounts

                         

Earnings before accounting changes

 

$

1.20

 

$

1.21

 

$

1.01

 

$

1.03

 

Cumulative effect of accounting changes

   

(0.10

)

 

(0.10

)

 

(0.04

)

 

(0.05

)

   
 
 
 
 

Net earnings

 

$

1.10

 

$

1.11

 

$

0.97

 

$

0.98

 
   
 
 
 
 

     9. In the third quarter of 2002, GE adopted Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation, resulting in a $6 million charge to net earnings in the third quarter. Expense recognition is permitted only for options granted in 2002; alternative transition methods are currently being considered by the Financial Accounting Standards Board and could affect future recognition of stock option expense. A comparison of as reported and pro-forma net earnings, including effects of expensing stock options, follows:

 

   

Third quarter ended

 
   
 
   

Amounts

 

Diluted Per Share

 
   
 
 

(Dollars in millions)

 

9/30/02

 

9/30/01

 

9/30/02

 

9/30/01

 
   
 
 
 
 

Net earnings as reported

 

$

4,087

 

$

3,281

 

$

0.41

 

$

0.33

 
                           

Pro-forma net earnings

   

4,007

   

3,207

   

0.40

   

0.32

 

 

   

Nine months ended

 
   
 
   

Amounts

 

Diluted Per Share

 
   
 
 

(Dollars in millions)

 

9/30/02

 

9/30/01

 

9/30/02

 

9/30/01

 
   
 
 
 
 

Net earnings as reported

 

$

11,016

 

$

9,751

 

$

1.10

 

$

0.97

 
                           

Pro-forma net earnings

   

10,592

   

9,529

   

1.08

   

0.95

 

 

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

A. Results of Operations -- Third Quarter of 2002 Compared with Third Quarter of 2001

     General Electric Company earnings rose 25% to $4.087 billion from $3.281 billion in third quarter 2001, and earnings per share increased 24% to $0.41 from $0.33 last year. Comparisons reflect charges in third quarter 2001 of approximately $400 million for Sept. 11-related reinsurance losses. The results for the third quarter 2002 included a $492 million gain ($317 million after tax) from the disposition of 90% of GE Global eXchange Services (GXS) which is reported in Other income, a $156 million after-tax loss at Employers Reinsurance Corporation (ERC) resulting from current-period claims and increased estimates of prior-year losses, and a $167 million after-tax loss at GE Equity.

     Revenues rose 11% over third quarter 2001 to $32.6 billion. Excluding the GXS sale, revenues rose 9%. Industrial revenues, excluding the sale of GXS, grew 6%. Revenues at GE's financial services businesses were $15.0 billion, up 13%, reflecting last year's Sept. 11-related reduction in net reinsurance premiums earned and contributions from acquisitions.

     Acquisitions contributed $148 million to earnings in the third quarter of 2002 compared with approximately $45 million in the third quarter of 2001. Acquisitions are integrated as quickly as possible; only earnings during the first 12 months following the quarter in which the acquisition is completed are considered to be related to acquired companies.

     Operating margin was 19.3% of sales, up from last year's 18.9%, reflecting GE's continuing productivity gains and an increased proportion of sales of high-margin services.

Segment Analysis

     The comments that follow compare revenues and segment profit by operating segment for the third quarters of 2002 and 2001. Segment profit excludes any goodwill amortization and accounting changes. Segment profit includes or excludes interest and other financial charges and segment income taxes according to how segment management is measured - -- excluded in determining operating profit for Aircraft Engines, Consumer Products, Industrial Products and Systems, Materials, NBC, Power Systems and Technical Products and Services, but included in determining net earnings for Commercial Finance, Consumer Finance, Equipment Management, Insurance and All Other GECS.

  • Aircraft Engines reported revenues of $2.721 billion, 5% lower than the third quarter of 2001, reflecting reduced commercial product services revenues partially offset by increased military volume. Operating profit decreased 9% to $512 million in the third quarter of 2002 reflecting the effects of lower product services volume and lower pricing for commercial engines.
  • Commercial Finance

 

Third quarter ended

 
 
 

(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Commercial Equipment Financing

$

1,278

   

$

1,240

 

Real Estate

 

552

     

471

 

Aviation Services (GECAS)

 

741

     

497

 

Structured Finance Group

 

323

     

275

 

Commercial Finance

 

615

     

473

 

Vendor Financial Services

 

569

     

533

 

Other GE Commercial Finance

 

67

     

--

 
 
   
 

     Total revenues

$

4,145

   

$

3,489

 
 
   
 

Net earnings

             

Commercial Equipment Financing

$

184

   

$

186

 

Real Estate

 

182

     

170

 

Aviation Services (GECAS)

 

129

     

88

 

Structured Finance Group

 

122

     

113

 

Commercial Finance

 

205

     

115

 

Vendor Financial Services

 

91

     

80

 

Other GE Commercial Finance

 

(32

)

   

(1

)

 
   
 

     Net earnings

$

881

   

$

751

 
 
   
 

Commercial Finance revenues and net earnings increased 19% and 17%, respectively, in the third quarter of 2002 compared with the third quarter of 2001. The increase in revenues principally reflected acquisitions across all businesses, origination growth, and higher asset sales at GECAS, partially offset by lower securitization gains. The increase in net earnings reflected higher asset gains at GECAS, origination growth and the effects of acquisitions across all businesses, partially offset by lower securitization gains. Other GE Commercial Finance principally includes 2002 revenues of $66 million and net earnings of $17 million of the Healthcare Financial Services business acquired in October 2001.

  • Consumer Finance

 

Third quarter ended

 
 
 

(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Global Consumer Finance

$

1,787

   

$

1,376

 

GE Card Services

 

912

     

967

 

Other GE Consumer Finance

 

2

     

--

 
 
   
 

     Total revenues

$

2,701

   

$

2,343

 
 
   
 

Net earnings

             

Global Consumer Finance

$

354

   

$

271

 

GE Card Services

 

149

     

184

 

Other GE Consumer Finance

 

(2

)

   

(2

)

 
   
 

     Net earnings

$

501

   

$

453

 
 
   
 

Consumer Finance revenues and net earnings increased 15% and 11%, respectively, compared with the third quarter of 2001. Higher segment revenues and net earnings resulted primarily from acquisitions and international origination growth, partially offset by lower securitization gains at GE Card Services.

  • Consumer Products

 

Third quarter ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Appliances

$

1,540

   

$

1,535

 

Lighting

 

576

     

618

 
 
   
 

     Total revenues

$

2,116

   

$

2,153

 
 
   
 

Operating profit

             

Appliances

$

119

   

$

98

 

Lighting

 

(22

)

   

30

 
 
   
 

     Total operating profit

$

97

   

$

128

 
 
   
 

Consumer Products revenues decreased 2% to $2.116 billion in the third quarter of 2002 reflecting flat Appliances revenues and a 7% drop in Lighting revenues primarily as a result of lower pricing and volume. Operating profit of $97 million was sharply lower -- down 24% -- as a 21% increase in Appliances resulting from lower material costs was more than offset by losses at Lighting. Lighting continued to experience lower selling prices and lower volumes.

  • Equipment Management revenues of $1.073 billion and net earnings of $82 million decreased 7% and 24%, respectively, compared with the third quarter of 2001. The decrease in revenues was attributable to lower asset utilization. The decrease in net earnings was principally attributable to the lack of a current-year counterpart to prior-year tax benefits from a restructuring at Penske and decreased utilization.
  • Industrial Products and Systems

 

Third quarter ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Industrial Systems

$

1,250

   

$

1,025

 

Transportation Systems

 

521

     

595

 

GE Supply

 

630

     

558

 
 
   
 

     Total revenues

$

2,401

   

$

2,178

 
 
   
 

Operating profit

             

Industrial Systems

$

124

   

$

124

 

Transportation Systems

 

91

     

108

 

GE Supply

 

29

     

29

 
 
   
 

     Total operating profit

$

244

   

$

261

 
 
   
 

Industrial Products and Systems reported a 10% increase in revenues and a 7% decrease in operating profits. Industrial Systems revenues increased 22%, primarily from acquired businesses. However, operating profit at Industrial Systems remained flat reflecting continued product pricing pressures. Transportation Systems revenues and operating profit decreased 12% and 16%, respectively, primarily from a decrease in locomotive sales, somewhat offset by the effect of recently acquired businesses. GE Supply operating profit was flat on 13% higher revenues because of the mix of products sold.

  • Insurance

 

Third quarter ended

 
 
 

(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

GE Financial Assurance

$

3,209

   

$

3,084

 

Mortgage Insurance

 

265

     

247

 

GE Global Insurance Holdings

 

2,585

     

1,684

 

Other GE Insurance

 

138

     

171

 
 
   
 

     Total revenues

$

6,197

   

$

5,186

 
 
   
 

Net earnings

             

GE Financial Assurance

$

182

   

$

169

 

Mortgage Insurance

 

124

     

114

 

GE Global Insurance Holdings

 

(156

)

   

(229

)

Other GE Insurance

 

61

     

58

 
 
   
 

     Net earnings

$

211

   

$

112

 
 
   
 

Insurance revenues and net earnings increased 19% and 88%, respectively, in the third quarter of 2002 reflecting approximately $575 million ($386 million after tax) insurance losses arising from the events of Sept. 11, 2001, at GE Global Insurance Holdings. Ordinarily, insurance losses are recorded on the corresponding line in the Statement of Earnings. In this case, however, the losses were recoverable under retrocession coverage, so that no net losses were recorded. However, the retrocession policies required a premium payment of $821 million (reported as a reduction of revenues), on which the business retained a ceding commission of $246 million (reported as a reduction of insurance acquisition costs).

Revenues also benefited from recent increases in pricing and growth within certain niche markets at GE Global Insurance Holdings as well as acquisition and origination growth at GE Financial Assurance. These increases were partially offset by selective exits from certain lines of business and customer relationships as part of a portfolio review at GE Global Insurance Holdings. Investment gains were also lower in 2002.

Net earnings also benefited by $75 million from the recognition of a favorable tax settlement with the Internal Revenue Service regarding the treatment of certain reserves for obligations to policyholders on life insurance contracts and productivity benefits at GE Financial Assurance, partially offset by adverse development and adjustments to estimates of prior-year loss events at GE Global Insurance Holdings and lower investment gains.

  • Materials

 

Third quarter ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Plastics

$

1,329

   

$

1,255

 

Specialty Materials

 

689

     

426

 
 
   
 

     Total revenues

$

2,018

   

$

1,681

 
 
   
 

Operating profit

             

Plastics

$

224

   

$

278

 

Specialty Materials

 

56

     

59

 
 
   
 

     Total operating profit

$

280

   

$

337

 
 
   
 

Materials operating profit was 17% lower than the third quarter of 2001 despite revenue increases of 20%. Plastics revenues rose 6% on higher volume that was substantially offset by lower pricing. Operating profit at Plastics decreased 19% primarily as a result of lower pricing and higher raw material costs, partially offset by productivity benefits and higher volume. Specialty Materials revenues rose 62% primarily as a result of contributions from acquired businesses. Operating profits at Specialty Materials decreased 5% as the benefits of higher volume and lower material costs failed to offset lower selling prices and higher production costs.

  • NBC reported sharply higher revenues and operating profit of $1.370 billion and $330 million, respectively. Revenues rose 30% and operating profit increased 59% reflecting improved performance in the advertising market, lost advertising revenue related to coverage of the events of Sept. 11, 2001, and the Telemundo acquisition.
     
  • Power Systems revenues increased 2% to $5.123 billion, as price increases and contract cancellation fees of $63 million offset lower volume. Operating profit rose 16% to $1.418 billion, reflecting the combined effects of productivity, improved selling prices and contract cancellation fees somewhat offset by restructuring charges of approximately $104 million before tax.
     
  • Technical Products and Services

 

Third quarter ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Medical Systems

$

2,130

   

$

1,992

 

Global eXchange Services

 

102

     

114

 
 
   
 

     Total revenues

$

2,232

   

$

2,106

 
 
   
 

Operating profit

             

Medical Systems

$

347

   

$

344

 

Global eXchange Services

 

1

     

(2

)

 
   
 

     Total operating profit

$

348

   

$

342

 
 
   
 

Technical Products and Services revenues increased 6% from the third quarter of 2001, reflecting a 7% increase in Medical Systems, which reported higher equipment and service volume, and revenue from acquisitions that offset the effects of lower pricing. Operating profit for Technical Products and Services for the third quarter of 2002 was 2% higher than in 2001 reflecting productivity, higher volume and acquisitions that offset price declines. GE sold 90% of its interest in GE Global eXchange Services in September 2002.

  • All Other GECS

 

Third quarter ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

IT Solutions

$

878

   

$

905

 

GE Equity

 

(206

)

   

(83

)

Americom

 

--

     

131

 

Other

 

193

     

168

 
 
   
 

     Total revenues

$

865

   

$

1,121

 
 
   
 

Net earnings

             

IT Solutions

$

(6

)

 

$

(3

)

GE Equity

 

(167

)

   

(98

)

Americom

 

--

     

109

 

Other

 

49

     

15

 
 
   
 

     Net earnings

$

(124

)

 

$

23

 
 
   
 

 

All Other GECS includes, pursuant to SFAS 131, GECS activities and businesses that management does not measure within one of the four GECS segments.

Two factors explain these results:

  • GE Equity -- GE Equity manages equity investments in early-stage, early growth, pre-IPO companies. GE Equity revenues include income, gains and losses on such investments. Revenues and net earnings during the third quarter of 2002 reflected increased losses on investments including losses in the telecommunications and software industries. During the third quarter of 2002 and 2001, losses on GE Equity's investments exceeded gains and other investment income, resulting in negative revenues and earnings.
     
  • Other -- Other includes GECS corporate function expenses, liquidating businesses and other non-segment-aligned operations, the most significant of which were Auto Financial Services, Mortgage Services, and GE Auto and Home. The increase in net earnings reflects tax benefits from growth in low taxed earnings from international operations, partially offset by the effects of product line exits.

B. Results of Operations -- First Nine Months of 2002 Compared With First Nine Months of 2001

     Earnings before accounting changes for the first nine months rose 18% to $12.031 billion and earnings per share before accounting changes increased 19% to $1.20, up from last year's $1.01. Earnings before accounting changes exclude the one-time, non-cash impact of adopting new accounting rules (discussed in notes 3 and 4 of this 10-Q report).

     Consolidated revenues for the first nine months of 2002 aggregated $96.3 billion, up 5% from last year. GE sales of goods and services were 8% higher, with improvements led by double-digit increases at Power Systems and NBC.

     Acquisitions contributed $522 million to earnings in the first nine months of 2002 compared with approximately $95 million in the comparable 2001 period. Acquisitions are integrated as quickly as possible; only earnings during the first 12 months following the quarter in which the acquisition is completed are considered to be related to acquired companies.

     Operating margin in the first nine months of 2002 was 19.6% of sales, compared with last year's 19.1% reflecting continuing productivity gains and sales of high-margin services.

     Cash generated from GE's operating activities, excluding progress collections, was a record $9.6 billion for the first nine months of 2002, up 16% from $8.3 billion last year. Reported cash flow from operating activities was $5.7 billion, which, reflecting the record progress collections in 2001, was 51% lower than last year's reported $11.7 billion. GE returned $6.9 billion to share owners in the first nine months of 2002 through $5.4 billion in dividends and $1.5 billion in share repurchases.

Segment Analysis

     The following comments compare revenues and segment profit by industry segment for the first nine months of 2002 and 2001. Segment profit excludes any goodwill amortization and accounting changes. Segment profit includes or excludes interest and other financial charges and segment income taxes according to how segment management is measured - -- excluded in determining operating profit for Aircraft Engines, Consumer Products, Industrial Products and Systems, Materials, NBC, Power Systems and Technical Products and Services, but included in determining net earnings for Commercial Finance, Consumer Finance, Equipment Management, Insurance and All Other GECS.

  • Aircraft Engines revenues declined 7% to $8.062 billion for the first nine months of 2002, reflecting reduced commercial product services revenues partially offset by increased military sales. Following the events of Sept. 11, 2001, product services revenues were adversely affected by commercial aircraft delivery deferrals and cancellations as well as reduced customer flight hours and correspondingly reduced servicing requirements. Operating profit was 6% lower primarily as a result of lower product services volumes and lower pricing for commercial engines, partially offset by productivity.
  • Commercial Finance

 

Nine months ended

 
 
 

(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Commercial Equipment Financing

$

3,529

   

$

3,193

 

Real Estate

 

1,570

     

1,530

 

Aviation Services (GECAS)

 

1,992

     

1,602

 

Structured Finance Group

 

915

     

862

 

Commercial Finance

 

1,779

     

1,433

 

Vendor Financial Services

 

1,658

     

1,491

 

Other GE Commercial Finance

 

180

     

--

 
 
   
 

     Total revenues

$

11,623

   

$

10,111

 
 
   
 

Net earnings

             

Commercial Equipment Financing

$

517

   

$

425

 

Real Estate

 

477

     

425

 

Aviation Services (GECAS)

 

341

     

373

 

Structured Finance Group

 

376

     

325

 

Commercial Finance

 

450

     

320

 

Vendor Financial Services

 

232

     

199

 

Other GE Commercial Finance

 

(63

)

   

(3

)

 
   
 

     Net earnings

$

2,330

   

$

2,064

 
 
   
 

Commercial Finance revenues and net earnings increased 15% and 13%, respectively, in the first nine months of 2002 compared with the first nine months of 2001. The increase in revenues principally reflected acquisitions across all businesses, origination growth and increased asset sales at GECAS, partially offset by reduced market interest rates and lower securitization gains. The increase in net earnings resulted from acquisitions across all businesses, origination growth, and increased asset sales at GECAS, partially offset by increased credit losses in 2002 and lower securitization gains. Other GE Commercial Finance principally includes 2002 revenues of $179 million and net earnings of $48 million of the Healthcare Financial Services business acquired in October 2001.

  • Consumer Finance

 

Nine months ended

 
 
 

(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Global Consumer Finance

$

4,758

   

$

4,064

 

GE Card Services

 

2,777

     

3,045

 

Other GE Consumer Finance

 

1

     

1

 
 
   
 

     Total revenues

$

7,536

   

$

7,110

 
 
   
 

Net earnings

             

Global Consumer Finance

$

997

   

$

810

 

GE Card Services

 

536

     

548

 

Other GE Consumer Finance

 

(4

)

   

(4

)

 
   
 

     Net earnings

$

1,529

   

$

1,354

 
 
   
 

Consumer Finance net earnings increased 13% on revenues that were 6% higher compared with the first nine months of 2001. Revenues increased primarily as a result of acquisitions and increased international originations, partially offset by lower securitization gains at GE Card Services and reduced revenues related to exited businesses. The increase in net earnings resulted from international origination growth, productivity benefits and acquisitions, partially offset by lower securitization gains at GE Card Services.

  • Consumer Products

 

Nine months ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Appliances

$

4,554

   

$

4,252

 

Lighting

 

1,682

     

1,872

 
 
   
 

     Total revenues

$

6,236

   

$

6,124

 
 
   
 

Operating profit

             

Appliances

$

329

   

$

278

 

Lighting

 

27

     

167

 
 
   
 

     Total operating profit

$

356

   

$

445

 
 
   
 

Consumer Products revenues rose 2% for the nine months ended September 30, 2002, as 7% higher Appliance revenues were substantially offset by 10% lower Lighting revenues. Operating profit for the nine months ended September 30, 2002, decreased 20% despite an 18% increase in Appliances. Appliances was successful at new product introductions and achieved lower material costs, but those positive results were more than offset as Lighting results were adversely affected primarily by lower selling prices, volume declines, higher advertising costs related to new product introductions and charges related to customer delinquencies.

  • Equipment Management revenues of $3,154 million decreased 5% and net earnings of $222 million decreased 39% in the first nine months of 2002. The decrease in revenues and net earnings reflected decreased utilization. Net earnings also reflected the lack of a current-year counterpart to prior-year tax benefits from a restructuring at Penske.
  • Industrial Products and Systems

 

Nine months ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Industrial Systems

$

3,620

   

$

3,369

 

Transportation Systems

 

1,597

     

1,715

 

GE Supply

 

1,788

     

1,710

 
 
   
 

     Total revenues

$

7,005

   

$

6,794

 
 
   
 

Operating profit

             

Industrial Systems

$

356

   

$

417

 

Transportation Systems

 

268

     

280

 

GE Supply

 

77

     

69

 
 
   
 

     Total operating profit

$

701

   

$

766

 
 
   
 

Industrial Products and Systems reported a 3% increase in revenues and 8% lower operating profit primarily as a result of declines in selling prices across the segment. Industrial Systems revenues rose 7% compared with last year, reflecting contributions from acquisitions that more than offset lower volume and lower selling prices. Industrial Systems operating profit was 15% lower as the earnings from acquired businesses and productivity were not sufficient to offset the negative effect of lower pricing. Transportation Systems revenues and operating profit were 7% and 4% lower, respectively, as strong variable cost productivity partially offset the effects of lower volume.

  • Insurance

 

Nine months ended

 
 
 

(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

GE Financial Assurance

$

9,009

   

$

9,382

 

Mortgage Insurance

 

801

     

826

 

GE Global Insurance Holdings

 

7,068

     

6,746

 

Other GE Insurance

 

350

     

399

 
 
   
 

     Total revenues

$

17,228

   

$

17,353

 
 
   
 

Net earnings

             

GE Financial Assurance

$

408

   

$

477

 

Mortgage Insurance

 

357

     

331

 

GE Global Insurance Holdings

 

(312

)

   

57

 

Other GE Insurance

 

168

     

104

 
 
   
 

     Net earnings

$

621

   

$

969

 
 
   
 

Insurance revenues decreased 1% in the first nine months of 2002 primarily as a result of increased estimates of prior-year loss events at GE Global Insurance Holdings, insurance policyholder redemptions associated with the Toho Mutual Life Insurance Company (Toho) acquisition and lower investment gains at GE Financial Assurance, including a $167 million pretax impairment on WorldCom, Inc. bonds. Partial offsets were 2002 acquisitions and insurance losses arising from the events of Sept. 11, 2001, at GE Global Insurance Holdings -- approximately $575 million ($386 million after tax). Ordinarily, insurance losses are recorded on the corresponding line in the Statement of Earnings. In this case, however, the losses were recoverable under retrocession coverage, so that no net losses were recorded. However, the retrocession policies required a premium payment of $821 million (reported as a reduction of revenues), on which the business retained a ceding commission of $246 million (reported as a reduction of insurance acquisition costs).

Net earnings decreased 36% in the first nine months of 2002 resulting from adverse development and adjustments to estimates of prior-year loss events at GE Global Insurance Holdings, as well as lower investment gains primarily at GE Financial Assurance, including a $110 million after-tax impairment on WorldCom Inc. bonds. These decreases were partially offset by the events of Sept. 11, 2001, discussed above, increases in productivity and the $75 million benefit from the recognition of a favorable tax settlement with the Internal Revenue Service regarding the treatment of certain reserves for obligations to policyholders on life insurance contracts at GE Financial Assurance.

  • Materials

 

Nine months ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Plastics

$

3,928

   

$

4,066

 

Specialty Materials

 

1,698

     

1,405

 
 
   
 

     Total revenues

$

5,626

   

$

5,471

 
 
   
 

Operating profit

             

Plastics

$

706

   

$

951

 

Specialty Materials

 

197

     

237

 
 
   
 

     Total operating profit

$

903

   

$

1,188

 
 
   
 

Materials revenues increased 3% and operating profit declined 24% from the first nine months of 2001 levels. Plastics revenues were 3% lower than in 2001, primarily because of continued weakness in pricing partially offset by increased volume. Operating profit at Plastics declined 26% as productivity, lower raw material prices and increased volumes were not sufficient to offset the substantially lower selling prices. Specialty Materials revenues increased 21% reflecting the contributions of recent acquisitions and increased volume, partially offset by lower selling prices. Operating profit at Specialty Materials declined 17% during the first nine months of 2002 reflecting higher base costs and lower pricing, partially offset by higher acquisition and other volume and lower material costs.

  • NBC reported a 27% increase in nine month revenues compared with the same period of 2001, primarily reflecting NBC's improved performance in the advertising market, the absence of lost revenue related to coverage of the events of Sept. 11, 2001, the broadcast of the Winter Olympics and the Telemundo acquisition. Operating profit increased 19% reflecting NBC's improved performance in the advertising market, the absence of lost revenue related to coverage of the events of Sept. 11, 2001, and the absence of a current-year counterpart to a one-time charge related to the shutdown of the XFL in 2001.
     
  • Power Systems revenues increased 17%, reflecting continued growth in services, higher volume in gas turbines (270 units in 2002 compared with 264 units in 2001), higher selling prices and contract cancellation fees of approximately $700 million. Operating profit increased 51% compared with the first nine months of 2001, primarily as a result of contract cancellation fees (net of related costs), increase in volume, higher selling prices and productivity improvements, somewhat offset by restructuring charges of approximately $105 million.
     
  • Technical Products and Services

 

Nine months ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

Medical Systems

$

6,205

   

$

5,780

 

Global eXchange Services

 

311

     

472

 
 
   
 

     Total revenues

$

6,516

   

$

6,252

 
 
   
 

Operating profit

             

Medical Systems

$

1,014

   

$

993

 

Global eXchange Services

 

16

     

96

 
 
   
 

     Total operating profit

$

1,030

   

$

1,089

 
 
   
 

Technical Products and Services revenues for the first nine months of 2002 increased 4%, primarily as a result of 7% revenue growth at Medical Systems, which reported higher equipment and service volume. Operating profit for the segment declined 5% principally because of the absence of a current-year counterpart to a gain on disposition of a joint venture at Global eXchange Services in 2001. Pricing pressures offset productivity improvements and increased volume at Medical Systems. As discussed previously, GE sold 90% of its interest in GE Global eXchange Services in September 2002.

  • All Other GECS

 

Nine months ended

 


(Dollars in millions)

9/30/02

   

9/30/01

 
 
   
 

Revenues

             

IT Solutions

$

2,788

   

$

3,216

 

GE Equity

 

(348

)

   

(193

)

Americom

 

--

     

486

 

Other

 

751

     

1,025

 
 
   
 

     Total revenues

$

3,191

   

$

4,534

 
 
   
 

Net earnings

             

IT Solutions

$

(1

)

 

$

(10

)

GE Equity

 

(322

)

   

(279

)

Americom

 

--

     

234

 

Other

 

156

     

(98

)

 
   
 

     Net earnings

$

(167

)

 

$

(153

)

 
   
 

 

All Other GECS includes, pursuant to SFAS 131, GECS activities and businesses that management does not measure within one of the four GECS segments.

Two factors explain these results:

  • GE Equity -- Revenues and net earnings during the first nine months of 2002 reflected increased losses on investments including losses in the telecommunications and software industries. During the first nine months of 2002 and 2001, losses on GE Equity investments exceeded gains and other investment income, resulting in negative revenues and earnings.
     
  • Other -- Revenues decreased primarily because of Auto Financial Services, which stopped accepting new business in 2000. Net earnings increased primarily because of a favorable tax settlement with the Internal Revenue Service regarding the deductibility of previously realized losses associated with the disposition of Kidder Peabody and tax benefits from growth in low taxed earnings from international operations. Productivity was also favorable in 2002.

C. Financial Condition

     With respect to the Condensed Statement of Financial Position, consolidated assets of $555.5 billion at September 30, 2002, were $60.5 billion higher than at December 31, 2001.

     GE assets were $116.9 billion at September 30, 2002, an increase of $7.1 billion from December 31, 2001. The increase was primarily attributable to increases in intangible assets ($7.7 billion) including those related to the Telemundo and Betz Dearborn acquisitions, earnings retained by GECS ($2.0 billion), current receivables ($1.3 billion) and all other assets ($2.7 billion) partially offset by a decrease in cash ($8.5 billion) as further described below. The increase in all other assets resulted primarily from an increase in the prepaid pension asset.

     Financial Services assets increased by $47.9 billion from the end of 2001 primarily because of increases in investment securities, financing receivables and all other assets. Investment securities increased $14.7 billion to $114.8 billion at the end of the third quarter, primarily reflecting investment of insurance premiums received and acquisitions. Financing receivables, net of the allowance for losses, aggregated $188.2 billion at September 30, 2002, an increase of $14.2 billion. The increase primarily reflected the effects of higher origination volume, acquisitions and the positive effects of foreign currency translation, partially offset by securitizations. The allowance for losses on financing receivables of $5.1 billion at September 30, 2002, reflects management's best estimate of probable losses inherent in the portfolio. All other assets increased $10.2 billion since December 31, 2001, primarily due to acquisitions in separate accounts and real estate investments. In addition, property, plant and equipment (including equipment leased to others) increased $1.7 billion to $31.1 billion at the end of the third quarter and primarily resulted from acquisition of aircraft. Intangible assets increased $1.8 billion since December 31, 2001, to $22.5 billion at the end of the third quarter, primarily because of acquisitions, partially offset by the goodwill impairment recorded upon adoption of SFAS 142. Other GECS receivables increased $3.3 billion to $43.9 billion at the end of the third quarter primarily because of the acquisitions of AGC Limited and Saison Life.

     Consolidated liabilities of $487.8 billion at September 30, 2002, were $52.8 billion higher than the year-end 2001 balance of $435.0 billion.

     GE liabilities of $53.6 billion were relatively unchanged since the beginning of the year. Total borrowings increased $1.5 billion to $4.0 billion ($3.1 billion short term and $0.9 billion long term) at September 30, 2002, compared with December 31, 2001. The ratio of debt to total capital for GE at the end of the third quarter was 5.9% compared with 4.3% at the end of last year and 3.1% at September 30, 2001.

     Financial Services liabilities increased by $44.7 billion reflecting an increase in long-term borrowings of $54.2 billion and a decrease in short-term borrowings of $32.5 billion from year-end 2001 as discussed in the "Liquidity" section of this report. In addition, insurance liabilities, reserves and annuity benefits increased $17.7 billion to $131.9 billion at the end of September 30, 2002, primarily reflecting acquisition growth and growth in deferred annuities and guaranteed investment contracts. Other changes in liabilities comprised numerous, relatively small items.

     With respect to cash flows, consolidated cash and equivalents amounted to $11.1 billion at September 30, 2002, an increase of $2.0 billion during the first nine months of 2002. Cash and equivalents amounted to $8.8 billion at September 30, 2001, an increase of $0.6 billion.

     GE cash and equivalents decreased $8.5 billion during the first nine months of 2002 to $2.0 billion at September 30, 2002. Cash provided from 2002 operating activities was $5.7 billion, a decrease of 51% from the record $11.7 billion reported for the first nine months of 2001. Improvements in earnings were more than offset by sharply lower progress collections during the period. Cash generated from operating activities, excluding progress collections, was a record $9.6 billion for the first nine months of 2002, up 16% from $8.3 billion last year. Cash used for investing activities ($9.2 billion) principally represented acquisitions, the largest of which were Telemundo and Betz Dearborn. Cash used for financing activities ($5.0 billion) included $5.4 billion for dividends paid to share owners, a 12.5% increase in the per-share dividend rate and $1.5 billion for repurchases of common stock under the share repurchase program, partially offset by a $2.3 billion increase in debt.

     GE cash and equivalents increased $3.2 billion during the first nine months of 2001 to $10.4 billion at September 30, 2001. Cash provided from 2001 operating activities was $11.7 billion, an increase of 18% over the $9.9 billion reported for the first nine months of 2000, reflecting continuing improvements in earnings and higher progress collections during the period. Cash used for investing activities for the nine months ended September 30, 2001, ($1.9 billion) principally represented investments in new plant and equipment for a wide variety of projects to lower costs and improve efficiencies. Cash used for financing activities for the first nine months of 2001 ($6.6 billion) included $2.3 billion for repurchases of common stock under the share repurchase program and $4.8 billion for dividends paid to share owners, a 17% increase in the per-share dividend rate compared with the first nine months of 2000.

     Financial Services cash and equivalents increased by $2.0 billion during the first nine months of 2002 to $9.3 billion. Cash provided from operating activities was $17.1 billion during the first nine months of 2002, compared with $14.2 billion during the first nine months of 2001. The increase in cash from operating activities compared with last year was largely attributable to insurance policyholder redemptions in 2001 associated with the Toho acquisition and lower originations of commercial real estate loans held for sale in the current year. Cash from financing activities totaled $15.4 billion, reflecting net additions of debt. The principal use of GECS cash during the period was for investing activities ($30.6 billion), a majority of which was attributable to increases in financing receivables, investments in securities and business acquisitions.

     Financial Services cash and equivalents increased by $0.9 billion during the first nine months of 2001 to $6.9 billion. Cash provided from operating activities was $14.2 billion during the first nine months of 2001, compared with $3.0 billion during the first nine months of 2000. The increase in cash from operating activities in 2001 compared with 2000 was largely attributable to insurance policyholder redemptions in 2000 associated with the Toho acquisition. Cash from financing activities totaled $7.1 billion for the first nine months of 2001, reflecting net additions of debt. The principal use of Financial Services cash during the first nine months of 2001 was for investing activities ($20.3 billion), a majority of which was attributable to increases in investments in securities, business acquisitions and financing receivables.

D. Additional Considerations

     Two of GE's major airline customers, US Airways and United Airlines, are experiencing significant financial difficulties, as both have disclosed publicly. On August 11, 2002, US Airways filed for reorganization in bankruptcy. United Airlines has indicated that it is considering such a filing. GE exposure (in the Commercial Finance and Aircraft Engines segments) to both airlines amounted to $4.4 billion, including loans, leases, and guarantees and commitments under airline financing programs. Individual aircraft or pools of aircraft engines secure the loans, leases and guarantees. GE has been in discussions with both airlines and has made provision for probable losses.

     Financial services investments in and commitments to customers in the telecommunication and cable industries approximated $12.0 billion as of September 30, 2002, primarily financing receivables and investment securities. Like all financial services positions, these receivables and investments have been entered into subject to strict risk and underwriting criteria, are diversified, and financing receivables are generally secured. Recently, during declines in the values of these portfolios, the positions have been routinely reviewed for credit and impairment losses, and actions have been taken to mitigate exposures. GE has made provision for probable losses. Future losses will depend upon business and economic developments as well as the success of risk mitigation actions.

     There is a high degree of uncertainty inherent in estimates of loss reserves, particularly estimates of liabilities for unpaid claims and claims expenses of GE Global Insurance Holdings (GIH). One reason that leads to this uncertainty is the extended period, often many years, that transpires between a loss event, receipt of related claims data from primary insurers and ultimate settlement of the claim. Management continually updates loss estimates using both quantitative information from reserving actuaries and qualitative information from other sources. Based on the best information available at the time, management makes its best estimates of loss reserves and related incurred losses. The level of reported claims activity related to prior year loss events, particularly for the 1997 through 2000 underwriting years, has continued to accelerate at a rate higher than anticipated, and has caused management to increase its estimate of ultimate losses, a change that has been reflected in the accompanying financial information. The potential for further adverse loss developments in these areas is highly uncertain.

     During the quarter ended September 30, 2002, certain external credit rating agencies announced negative actions with respect to GIH and subsidiaries. Those rating agencies made similar announcements with regard to other property and casualty insurance and reinsurance entities at about the same time. A.M. Best lowered its financial strength group rating for GIH from A++ (superior) to A+ (superior) and also lowered its rating on GIH senior unsecured debt from aa- (very strong) to a (strong). Standard & Poor's Rating Services placed GIH debt on "credit watch negative." Moody's Investors Service announced that its ratings of GIH and its outstanding debt are under review for possible downgrade. Management does not believe these actions will materially affect GIH liquidity or capital resources or the ability to write future business.

E. Liquidity

     The major debt-rating agencies evaluate the financial condition of GE and of GE Capital Corporation ("GE Capital"), the major public borrowing entity of GECS, differently because of their distinct business characteristics. Factors that are important to the ratings of both include the following: cash generating ability -- including cash generated from operating activities; earnings quality -- including revenue growth and the breadth and diversity of sources of income; leverage ratios -- such as debt to total capital and interest coverage; and asset utilization - --including return on assets and asset turnover ratios. Considering those factors, as well as other criteria appropriate to GE and GECS individually, those major rating agencies continue to give the highest ratings to debt of GE and GE Capital (long-term credit rating AAA/Aaa; short-term credit rating A-1+/P-1).

     Global commercial paper markets are also a significant source of cash for GECS. GE Capital is the most widely-held name in those markets. The following table shows GECS debt composition as of September 30, 2002 and December 31, 2001:

 

At September 30, 2002

 

At December 31, 2001

 
 

(Dollars in billions)

Total
Debt

Percent of
Debt
Outstanding

 

Total
Debt

Percent of
Debt
Outstanding

                       

Long Term Debt

$

133

 

50

%

 

$

79

 

33

%

Commercial Paper

 

80

 

31

     

117

 

49

 

Other -- principally current portion of long-term debt

 

49

 

19

     

44

 

18

 
 
 
   
 
 

Total

$

262

 

100

%

 

$

240

 

100

%

 
 
   
 
 

GECS targets a ratio for commercial paper of 25% to 35% of outstanding debt.

     As of September 30, 2002, GECS held approximately $54 billion of contractually committed lending agreements with highly-rated global banks and investment banks, an increase of $21 billion since December 31, 2001. When considering the contractually committed lending agreements as well as other sources of liquidity, including medium and long-term funding, monetization, asset securitization, cash receipts from GECS lending and leasing activities, short-term secured funding on global assets, and potential asset sales, management believes it could achieve an orderly transition from commercial paper in the unlikely event of impaired access to the commercial paper market.

     During the first nine months of 2002, GECS issued $75 billion of long-term debt in U.S. and international markets. These funds were used primarily to reduce the amount of commercial paper outstanding and to fund acquisitions and new asset growth. GECS anticipates issuing approximately $10 billion of additional long-term debt using both U.S. and international markets during the remainder of 2002. The proceeds from such issuances will be used to fund maturing long-term debt, additional acquisitions and asset growth. The ultimate amount of debt issuances will depend on the growth in assets, acquisition activity, availability of markets and movements in interest rates.

     GE and GECS use special purpose entities as described in the December 31, 2001, Annual Report on Form 10-K. Receivables held by special purpose entities as of September 30, 2002 and December 31, 2001, were $42.6 billion and $43.0 billion, respectively, and the maximum amount of liquidity support for commercial paper outstanding was constant at approximately $43.0 billion. The maximum recourse provided under credit support agreements increased from $14.5 billion at December 31, 2001, to $15.0 billion at September 30, 2002.

F. GECS Portfolio Quality

     Financing Receivables is the largest category of assets for GECS and represents one of its primary sources of revenues. The portfolio of financing receivables, before allowance for losses, increased to $193.3 billion at September 30, 2002, from $178.8 billion at the end of 2001, as discussed in the following paragraphs. The related allowance for losses at September 30, 2002, amounted to $5.1 billion ($4.8 billion at the end of 2001), representing management's best estimate of probable losses inherent in the portfolio.

     A discussion of the quality of certain elements of the financing receivables portfolio follows. "Nonearning" receivables are those that are 90 days or more delinquent (or for which collection has otherwise become doubtful) and "reduced-earning" receivables are commercial receivables whose terms have been restructured to a below-market yield.

     Consumer financing receivables, primarily credit card and personal loans and auto loans and leases, were $64.2 billion at September 30, 2002, an increase of $11.9 billion from year-end 2001. Credit card and personal receivables increased $12.7 billion, primarily from increased originations, acquisition growth and the net effects of foreign currency translation, partially offset by sales and securitizations. Auto receivables decreased $0.8 billion, primarily as a result of the run-off of the liquidating Auto Financial Services portfolio. Nonearning consumer receivables at September 30, 2002, were $1.6 billion, about 2.4% of outstandings, compared with $1.5 billion, about 2.9% of outstandings at year-end 2001. Write-offs of consumer receivables were $1.3 billion for the first nine months of 2002 and 2001.

     Commercial financing receivables, which totaled $129.1 billion at September 30, 2002 ($126.5 billion at December 31, 2001), consisted of a diversified commercial, industrial and equipment loan and lease portfolio. Related nonearning and reduced-earning receivables were $2.3 billion at September 30, 2002, about 1.7% of outstandings, compared with $1.7 billion, about 1.4% of outstandings at year-end 2001. The increase reflected primarily nonearning and reduced-earning receivables associated with Heller Financial, Inc. of approximately $509 million; at December 31, 2001, $408 million of such loans were earning but classified as impaired. The increase also reflected several bankruptcies and deal restructurings involving primarily middle-market customers, including $349 million related to the telecommunications industry. These receivables are generally backed by assets. There is a broad spread of risk in the portfolio, but there is also a concentration of risk in commercial aircraft, including loans and leases of $25.0 billion and $21.5 billion at September 30, 2002, and December 31, 2001, respectively.

     Investment securities comprise principally investment grade debt securities held by the GE Insurance businesses and were $114.8 billion, including gross unrealized gains and losses of $5.3 billion and $2.4 billion, respectively, at September 30, 2002, compared with $100.1 billion, including gross unrealized gains and losses of $2.1 billion and $2.7 billion, respectively, as of December 31, 2001. Investment securities are regularly reviewed for impairment based on criteria that include the extent to which cost exceeds market value, the duration of that market decline and the financial health and specific prospects for the issuer. Of those securities whose carrying amount exceeded fair value at September 30, 2002, approximately $800 million is at risk of being charged to earnings in the next 12 months. Impairment losses recognized for the first nine months of 2002 were $679 million, including $343 million ($223 million after tax) from the telecommunications and cable industries, of which $167 million ($110 million after tax) was recognized in the second quarter of 2002 following the events relating to WorldCom, Inc.

Item 4. Controls and Procedures

     GE management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

Part II. Other Information

Item 6. Exhibits and Reports on Form 8-K

a.     Exhibits

Exhibit 10.

General Electric Non-Employee Director Fee Plan (Formerly the Deferred Compensation Plan for Directors)

Exhibit 11.

Computation of Per Share Earnings*

Exhibit 12.

Computation of Ratio of Earnings to Fixed Charges

Exhibit 99.1 

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

Exhibit 99.2   

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

 
* Data required by Statement of Financial Accounting Standards No. 128, Earnings per Share, is provided in note 8 to the condensed consolidated financial statements in this report.

b.     Reports on Form 8-K during the quarter ended September 30, 2002.

A Form 8-K was filed on July 12, 2002, under Item 9, incorporating by reference GE's July 12, 2002, press release setting forth GE's second-quarter 2002 earnings.

A Form 8-K was filed on July 26, 2002, under Item 9, incorporating by reference GE's July 26, 2002, press release announcing organization changes that will result in GE Capital, the Company's diversified financial services business, becoming four separate GE financial services businesses.

A Form 8-K was filed on July 31, 2002, under Item 9, attaching copies of sworn statements submitted to the SEC by Principal Executive Officer, Jeffrey R. Immelt, and Principal Financial Officer, Keith S. Sherin, of General Electric Company pursuant to Securities and Exchange Commission Order No. 4-460.

A Form 8-K was filed on September 17, 2002, under item 5, setting forth portions of GE's 2001 Form 10-K and Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, reflecting segment information reclassified to conform to previously disclosed organizational and measurement changes.


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 Company
            (Registrant)

 

October 29, 2002
 /s/ Philip D. Ameen 
Date Philip D. Ameen
Vice President and Comptroller
Duly Authorized Officer and Principal Accounting Officer

 


GENERAL ELECTRIC COMPANY

CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Jeffrey R. Immelt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of General Electric Company;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 28, 2002

/s/ Jeffrey R. Immelt     

Jeffrey R. Immelt
Chief Executive Officer


CERTIFICATION

I, Keith S. Sherin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of General Electric Company;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 28, 2002

/s/ Keith S. Sherin     

Keith S. Sherin
Chief Financial Officer

EX-10 3 ex10.htm EXHIBIT 10 Exhibit 10

Exhibit 10

NON-EMPLOYEE DIRECTOR FEE PLAN
(Formerly the Deferred Compensation Plan For Directors)
(As Amended through July 25, 2002)

 

I. Non-Employee Director Fees

A. Establishment and Payment of Fees

1. The annual retainer and meeting fees payable to Non-Employee Directors (hereafter "Directors") of General Electric Company (the "Company") shall be established from time-to-time by the Board of Directors.

2. The annual retainer fee shall be payable in quarterly installments, with each installment payable on the last business day of the calendar quarter to which it applies, or on such earlier date as is necessary to enable the Company to efficiently administer the payment of such fees. Quarterly payments shall be pro rated if Board services commences or terminates during a calendar quarter. Meeting fees shall be payable upon attendance at meetings.

B. Payment In Stock

One-half of any portion of the annual retainer fee payable on or after October 1, 1998, that is not deferred by a Director pursuant to the provisions of Section II of this Plan, shall be payable in the Company's common stock.

II. Deferral of Non-Employee Director Fees

A. Introduction

Directors, on an individual election basis, may defer all or part of the fees received as a Director of the Company until such time as service on the Board terminates.

B. Purpose of Deferral Election

To provide Directors with flexibility in the planning of their personal financial resources.

C. Manner of Deferral of Fees

At, or prior to, each election to the Board, and prior to the right to receive any Board fees for the elected term, a Director may elect to defer all or a specified portion of the annual retainer and the meeting fees to be paid for attendance at Board and assigned Committee meetings.

An election to defer fees will be irrevocable for the Director's elected term to the Board of Directors.

The deferred fees will be credited to the Director's deferred fees account (the "Deferred Fees Account") as of the date it would otherwise have been payable (the "Deferral Date").

Deferral of fees shall have no effect on any fee-related benefits received by a Director.

D. Manner of Investment

For each term of election to the Board of Directors for which a Director elects to defer fees, the Director must also irrevocably elect the manner in which such deferred fees shall be accounted for, as described below, and all fees deferred pursuant to such election shall be accounted for in such manner until fully paid out.

1. As Units Based on the Company's Stock Value

The Director's Deferred Fees Account will be credited with the number of stock units ("Units"), calculated to the nearest thousandths of a Unit, determined by dividing the amount of fees deferred on the Deferral Date by the average of the closing market price of the Company's common stock as reported on the Consolidated Tape of the New York Stock Exchange listed shares for the 20 trading days immediately preceding and including such date. The Director's Deferred Fees Account will also be credited with the number of Units determined by multiplying the number of Units in the Director's Deferred Fees Account by any per share cash dividends declared by the Company on its common stock and dividing the product by the closing market price of the Company's common stock as reported on the Consolidated Tape of the New York Stock Exchange listed shares on the related dividend payment date, and also by multiplying the number of Units in the Director's Deferred Fees Account by any stock dividends declared by the Company on its common stock.

2. As Cash Units With Interest

The Director's Deferred Fees Account (a) will be credited with the amount of fees deferred on the Deferral Date, and (b) will be credited with interest equivalents based upon the prior calendar month's average yield for U.S. Treasury notes and bonds with maturities of from ten to thirty years, as published by an official agency to be determined by the Senior Vice President Finance and utilized on a consistent year to year basis.

E. Recapitalization

If, as a result of a recapitalization of the Company (including stock splits), the Company's outstanding shares of common stock shall be changed into a greater or smaller number of shares, the number of Units credited to a Director's Deferred Fees Account shall be appropriately adjusted on the same basis.

F. Payment of Deferred Fees

Payment of a Director's Deferred Fees Account may only be made after the Director's service on the Board has terminated and, except as described below, will be made in ten (10) annual installments in cash, beginning on the 15th of July (or as soon thereafter as practicable) following termination of Board service.

1. Termination Of Service For Reasons Other Than Retirement or Disability. Notwithstanding any prior elections, if a Director's service on the Board terminates for reasons other than Retirement (as defined below) or disability, or terminates as a result of the Director's death before the Director has attained the age and Board service needed to qualify for Retirement, the Director's total Deferred Fees Account will be paid in a lump sum six months after the date of termination.

2. Termination Of Service For Retirement or Disability.

a. Director Payout Elections.

(i) Initial Payout Elections. At the time of each election to defer Board fees, a Director may elect to have: (a) the Deferred Fees Account covered by the election paid in less than ten (10) annual installments; and (b) the initial installment be paid on the 15th of July (or as soon thereafter as practical) which either immediately follows the Director's termination of Board service, or which immediately follows the Director's 73rd birthday.

(ii) Survivor Payout Elections. In the event of a Director's death prior to receiving all entitled deferred payments, the value of the Director's Deferred Fees Account on the date of the Director's death shall be determined and paid to the beneficiary(s) designated by the Director (or, failing such designation, to the Director's estate) in accordance with the installment schedule previously selected by the Director, unless the Director has elected to have the remaining payments made in a single lump sum, in which case a lump sum payment will be made to the designated beneficiaries or the Director's estate as soon as practicable after the Director's death.

(iii) Form of Payment Elections. A Director, former Director, or deceased Director's beneficiary or legal representative may elect at anytime to have any or all payouts, or remaining payouts, of the Director's Deferred Fees Account paid out in cash or in shares of the Company's common stock

(iv) Revised Payout Elections. At any time before the end of the calendar year prior to termination of Board service, a Director may revise and supersede any or all of his or her previous elections with respect to any or all of the payout alternatives set forth in this subsection F(2)(a).

b. Determination of Amount of Cash Installment Payments.

(i) The amount of the first cash installment payment shall be a fraction of the Cash and/or Units in the Director's Deferred Fees Account on the date of the initial installment payment, the numerator of which is one and the denominator of which is the total number of installments elected. Each subsequent installment shall be calculated in the same manner as of each subsequent first of July except that the denominator shall be reduced by the number of installments which have been previously paid.

(ii) The amount of cash payable for deferred fees accounted for as Units based on the Company's common stock value will be paid, as described above, based on the number of Units in the Director's Deferred Fees Account on the payment date multiplied by the average of the closing market price of the Company's common stock as reported on the Consolidated Tape of New York Stock Exchange listed shares for the 20 trading days immediately preceding such date.

c. Determination of Amount of Installment Payments In Shares of Common Stock.

(i) The amount of the first installment payment payable in shares of the Company's common stock shall be a fraction of the value of the Cash and/or Units in the Director's Deferred Fees Account on the date of the initial installment payment, the numerator of which is one and the denominator of which is the total number of installments elected. Each subsequent installment shall be calculated in the same manner as of each subsequent first of July except that the denominator shall be reduced by the number of installments which have been previously paid.

(ii) If a payout to be made in shares of the Company's common stock is based on deferred fees accounted for as Cash, the number of shares payable shall be determined by dividing the amount of cash that would otherwise be payable by the average of the closing market price of the Company's common stock as reported on the Consolidated Tape of the New York Stock Exchange listed shares for the 20 trading days immediately preceding such payment date.

(iii) Except for the final installment payment, only whole shares shall be payable, and the value of any fractional share payable shall be retained in the Director's Deferred Fees Account until the final installment payment, at which time the value of any fractional share payable shall be paid in cash, based on the fractional share multiplied by the average of the closing market price of the Company's common stock as reported on the Consolidated Tape of New York Stock Exchange listed shares for the 20 trading days immediately preceding such date.

III. Contingent Stock Unit Grant

  1. Contingent Grant
  2. Directors initially elected to the Board after April 24, 2001 will automatically be granted a one-time contingent award of 5,000 units (the "Contingent Stock Units") that will be accounted for as shares of the Company's common stock. (the "Contingent Stock Unit Grant").

    The Units will be credited to an account (the "Contingent Stock Unit Account") for the benefit of the Director, which account will be maintained separately from any Deferred Fees Account for the Director. A Director shall have the right to receive payment from the Contingent Stock Unit Account only if he or she serves on the Board until Retirement. If the Director's service on the Board terminates prior to Retirement, the Director's Contingent Stock Unit Account shall be cancelled and the Director shall have no rights to receive any payment from the Contingent Stock Unit Account.

    The Contingent Stock Units will be credited to the Director's Contingent Stock Unit Account as soon as administratively practical following election to the Board.

  3. Crediting of Dividend Equivalents

The Director's Contingent Stock Unit Account will also be credited with the number of additional Contingent Stock Units determined by multiplying the number of Contingent Stock Units in the Contingent Stock Unit Account by any per share cash dividends declared by the Company on its common stock and dividing the product by the closing market price of the Company's common stock as reported on the Consolidated Tape of the New York Stock Exchange listed shares on the related dividend payment date, and also by multiplying the number of Contingent Stock Units in the Director's Contingent Stock Unit Account by any stock dividends declared by the Company on its common stock.

C. Recapitalization

If, as a result of a recapitalization of the Company (including stock splits), the Company's outstanding shares of common stock shall be changed into a greater or smaller number of shares, the number of Contingent Stock Units credited to a Director's Contingent Stock Unit Account shall be appropriately adjusted on the same basis.

    C. Payment of Contingent Stock Unit Account

    Payment of a Director's Contingent Stock Unit Account may only be made after Retirement and will be paid in cash in a lump sum payment. Payment will be made promptly following Retirement.

    The amount of cash payable for the Director's Contingent Stock Unit Account will be based on the number of Contingent Stock Units in the Director's Contingent Stock Unit Account on the date of Retirement multiplied by the average of the closing market price of the Company's common stock as reported on the Consolidated Tape of the New York Stock Exchange listed shares for the 20 trading days immediately preceding such date.

IV. General Provisions

    A. Assignability

    No right to receive payment of deferred fees or retirement awards shall be transferable or assignable by a participant except by will or laws of descent and distribution.

    B. Amendment of the Plan

    This Plan may be amended, suspended or terminated at any time by the Board of Directors of the Company. However, no amendment, suspension or termination of the Plan may, without the consent of a participant, alter or impair any of the rights previously granted under the Plan.

    C. Effective Date

    The effective date for implementation of this Plan shall be the first of the month following its approval by the Board of Directors.

    D. Definitions

    For purposes of the Plan, unless the context otherwise indicates, the following definitions shall be applicable:

    "Elected term" - - the period of time from election to the Board to the next Statutory Meeting of the Shareowners.

    "Retirement" -- termination of Board service at age 65 or older with at least five years of Board service.

    D. Fractional Shares

Payment of any fractional shares will be made in cash, by check.

Original

6/15/79

Amended 3/5/81, 6/26/87, 9/18/87, 5/25/90, 12/19/97; 11/2/98; 7/25/02

EX-12 4 ex12.htm EXHIBIT 12 Exhibit 12

Exhibit 12
General Electric Company
Ratio of Earnings to Fixed Charges
(Dollars in millions) Nine months ended 
September 30, 2002

GE except GECS
Earnings (a) $ 15,294 
Less:  Equity in undistributed earnings of General Electric 
  Capital Services, Inc. (b) (3,025)
Plus:  Interest and other financial 
       charges included in expense  444 
  One-third of rental expense (c) 174 
   
Adjusted "earnings"  $ 12,887 
   
Fixed Charges: 
  Interest and other financial charges  $ 444 
  Interest capitalized  11 
  One-third of rental expense (c) 174 
   
Total fixed charges  $ 629 
   
Ratio of earnings to fixed charges  20.49 
   
General Electric Company and consolidated affiliates
Earnings (a) $ 16,128 
Plus:  Interest and other financial charges 
       included in expense  7,670 
  One-third of rental expense (c) 416 
   
Adjusted "earnings"  $ 24,214 
   
Fixed Charges: 
  Interest and other financial charges  $ 7,670 
  Interest capitalized  40 
  One-third of rental expense (c) 416 
   
Total fixed charges  $ 8,126 
   
Ratio of earnings to fixed charges  2.98 
   

 (a) Earnings before income taxes, minority interest and accounting changes.
(b) Earnings after income taxes, net of dividends, and before accounting changes.
(c) Considered to be representative of interest factor in rental expense.

EX-99 5 ex99_1.htm EXHIBIT 99-1 Exhibit 99.1

Exhibit 99.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of General Electric Company (the "Company") on Form 10-Q for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey R. Immelt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

                    (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

                    (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

October 28, 2002

 

/s/ Jeffrey R. Immelt


Jeffrey R. Immelt
Chief Executive Officer

EX-99 6 ex99_2.htm EXHIBIT 99-2 Exhibit 99.2

Exhibit 99.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of General Electric Company (the "Company") on Form 10-Q for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Keith S. Sherin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

                    (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

                    (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

October 28, 2002

 

/s/ Keith S. Sherin


Keith S. Sherin
Chief Financial Officer

 

-----END PRIVACY-ENHANCED MESSAGE-----