FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of a Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month(s) of: January 1, 1998 to March 31, 1998 NEWCOURT CREDIT GROUP INC. BCE Place, 181 Bay Street Suite 3500, P.O. Box 827 Toronto, Ontario Canada, M5J 2T3 [Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.] 		Form 20-F	/ /			Form 40-F	 /X/	 [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.] 		Yes	/ /				No		 /X/	 [If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)] 		82- 				 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. Date: May 15, 1998 NEWCOURT CREDIT GROUP INC. By: John P. Stevenson Corporate Secretary CONSOLIDATED FINANCIAL STATEMENTS NEWCOURT CREDIT GROUP INC. (Unaudited) For the three months ended March 31, 1998 Newcourt Credit Group Inc. CONSOLIDATED BALANCE SHEETS (Unaudited) [in thousands of Canadian dollars] March 31, December 31, 1998 1997 $ $ ASSETS Cash and cash held in escrow 87,195 1,778,413 Finance assets held for investment [notes 3 and 5] 11,516,392 2,185,568 Operating leases held for investment and sale [notes 4 and 5] 2,874,492 275,833 Finance assets held for sale 1,597,878 1,091,398 Investment in affiliated companies 171,925 173,918 Accounts receivable, prepaids and other 450,101 181,736 Future income tax receivable 321,536 0 Fixed assets [note 6] 120,686 87,396 Goodwill [note 7] 1,847,877 408,754 Total Assets 18,988,082 6,183,016 LIABILITIES, PREFERRED SECURITIES AND SHAREHOLDERS' EQUITY Liabilities Accounts payable and accrued liabilities 1,096,384 303,968 Debt [note 8] 13,786,085 2,789,816 Future income tax liability 0 27,739 Total Liabilities 14,882,469 3,121,523 Preferred Securities 284,560 0 Shareholders' Equity Share capital [note 9] 3,658,155 2,935,402 Retained earnings 162,898 126,091 Total Shareholders' Equity 3,821,053 3,061,493 Total Liabilities, Preferred Securities and Shareholders' Equity 18,988,082 6,183,016 See accompanying notes Newcourt Credit Group Inc. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (Unaudited) [in thousands of Canadian dollars, except for per share amounts] Three Months Ended March 31, March 31, 1998 1997 $ $ Asset finance income Revenue on sale of finance assets 86,154 22,737 Management and other fees 48,491 9,920 Net finance and rental income 190,119 16,008 Total asset finance income 324,764 48,665 Operating expenses Salaries and wages 116,783 13,576 Operating and administrative 107,875 14,270 Depreciation and amortization 28,615 2,711 Operating income before taxes 71,491 18,108 Provision for income taxes 29,103 3,983 Net income for the period 42,388 14,125 Retained earnings, beginning of period 126,091 100,774 Dividends paid on common shares (5,581) (2,107) Options purchased 0 (173) Retained earnings, end of period 162,898 112,619 Earnings per common share Basic $0.32 $0.23 Fully diluted $0.32 $0.23 See accompanying notes Newcourt Credit Group Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) [in thousands of Canadian dollars] Three Months Ended March 31, March 31, 1998 1997 $ $ OPERATING ACTIVITIES Net income for the period 42,388 14,125 Add items not requiring an outlay of cash Future income taxes 11,653 2,782 Depreciation and amortization 28,615 2,711 Cash flow from operations 82,656 19,618 Net change in non-cash assets and liabilities (61,039) (59,957) Cash provided by (used in) operating activities 21,617 (40,339) INVESTING ACTIVITIES Finance assets, underwritten and purchased (3,925,433) (946,532) Finance assets, sold 1,639,197 714,064 Finance assets, repayments and others 1,366,666 192,511 Finance assets and assets held for sale (919,570) (39,957) Business acquisitions (1,645,029) 0 Investment in affiliated companies 1,993 (7,946) Purchase of fixed assets (5,838) (10,205) Cash used in investing activities (2,568,444) (58,108) FINANCING ACTIVITIES Debt issued, net 892,230 (71,401) Shares issued for subscription rights, net 1,713,264 121,400 Deferred tax on share issues 26,696 2,508 Dividends paid on common shares (5,581) (2,107) Options purchased 0 (173) Cash provided by financing activities 2,626,609 50,227 Increase (decrease) in cash during the period 79,782 (48,220) Cash (net of cash held in escrow of $1,771,000 [March 31, 1997 - nil]), beginning of period 7,413 51,184 Cash, end of period 87,195 2,964 See accompanying notes 1. NATURE OF THE COMPANY'S OPERATIONS The Company is an independent, non-bank financial services enterprise with operations primarily in Canada and the United States and has recently expanded its operations into the United Kingdom and Australia. The acquisition of AT&T Capital Corporation ("AT&T Capital") has expanded the Company's operations into Europe, the Asia/Pacific Region, Mexico and South America. The Company originates, sells and manages asset-based financing by way of secured loans, leases and conditional sales contracts. Generally, the Company retains an interest in the financings it originates. The loan origination activities focus on the commercial and corporate finance segments of the asset-based lending market. The Company originates loans in the commercial finance market through vendor finance programs. These agreements are established with select equipment manufacturers, dealers and distributors to provide equipment sales and inventory financing. The Company serves the corporate finance market through financing services it delivers via vendors to major corporations, public sector institutions and governments. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada. The more significant accounting policies are summarized below: Principles of consolidation The consolidated financial statements of the Company include the accounts of all its wholly owned subsidiaries. All inter-company transactions and balances have been eliminated. Finance assets held for investment Net investment in finance assets is comprised of loans, the aggregate of capital lease receivables, estimated unguaranteed residual values, unearned income, allowance for credit losses and the Company's investment in securitization receivables. Income is recognized on finance assets held for investment on an actuarial basis which produces a constant rate of return on the investment in finance assets. Recognition of finance income is generally suspended when, in management's view, a loss is likely to occur but in no event later than 90 days after an account has gone into arrears. Accrual is resumed when the receivable becomes contractually current and management believes there is no longer any significant probability of loss. Operating leases held for investment and sale Equipment under operating leases is generally depreciated over the estimated useful life of the asset. During the term of the related lease, annual depreciation is generally calculated on a straight-line basis based on the estimated unguaranteed residual values at the end of the respective lease terms. Rental revenue is recognized on a straight-line basis over the related lease terms. Estimated unguaranteed residual values Estimated unguaranteed residual values are established upon acquisition and leasing of the equipment based upon the estimated value of the equipment at the end of the lease term. Values are determined on the basis of studies prepared by the Company, historical experience and industry data. Although it is reasonably possible that a change in the unguaranteed residual values could occur in the near term, the Company actively manages its residual values by communicating with lessees and vendors during the lease term to encourage lessees to extend their leases or upgrade and enhance their leased equipment. Residual values are continually reviewed and monitored by the Company. Declines in residual values for capital leases are recognized as an immediate charge to income. Declines in residual values for operating leases are recognized as adjustments to depreciation expense over the shorter of the useful life of the asset or the remaining term of the lease. Deferred costs Direct incremental costs of acquisition of finance assets, operating leases and of investing in affiliated companies are deferred and amortized over the shorter of the term of the finance asset or operating lease and the expected period of future benefit. Costs incurred during the pre-operating period of new business ventures are deferred and amortized over the expected period of future benefit. Allowance for credit losses Losses on finance assets and the carrying value of repossessed assets are determined by discounting at the rate of interest inherent in the original asset the expected future cash flows of the finance assets including realization of collateral values and estimated recoveries under third party guarantees and vendor support agreements. General allowances are established for probable losses on loans and leases whose impairment cannot otherwise be measured. Revenue on sale of finance assets The Company sells certain of its asset-based financing originations to securitization vehicles. The securitization transactions are accounted for as sales of finance assets, resulting in the removal of the assets from the Company's consolidated balance sheet, the recording of assets received and the computation of a gain on sale. The asset received is generally cash. Assets retained, represent an interest in the cash flows of the receivables sold. Such retained interest may include cash collateral accounts, excess spread assets, securities backed by the transferred assets and residual interests in securitized trusts. Proceeds on sale are computed as the aggregate of the initial cash consideration and the present value of any additional sale proceeds, net of a provision for anticipated credit losses on the securitized assets and the amount of a normal servicing fee. The sale of finance assets is recorded when the significant risks and rewards of ownership are transferred. Income is earned on the securitization receivables and is recognized on an accrual basis. The carrying value of this asset is reduced, as required, based upon changes in the Company's share of the estimated credit losses on the securitized assets. The Company continues to manage the securitized assets and recognizes income equal to a normal servicing fee over the term of the securitized assets. Certain finance assets are underwritten and sold to institutional investors for cash. These transactions generate syndication fees for the Company, which generally continues to service these assets on behalf of the investors. Fees received for syndicating finance assets are included in income when the related transaction is substantially complete provided the yield on any portion of the asset retained by the Company is at least equal to the average yield earned by the other participants involved. Fixed assets Fixed assets are recorded at cost. Depreciation is provided on a straight-line basis at the following rates: Building 20 years Furniture and fixtures 10 years Computers and office equipment 5 years Goodwill Goodwill is recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over a period not to exceed 20 years. The valuation and amortization of goodwill is evaluated on an on-going-basis and, if considered permanently impaired, is written down. The determination as to whether there has been an impairment in value is made by comparing the carrying value of the goodwill to the projected undiscounted net revenue stream to be generated by the related activity. Foreign currency translation Prior to 1998, assets and liabilities denominated in foreign currencies of certain foreign operations were translated using the temporal method, whereby monetary assets and liabilities were converted into Canadian dollars at exchange rates in effect at the consolidated balance sheet dates. Gains and losses on finance assets and debt were deferred and amortized over the remaining lives of the related items on a straight-line basis. Non- monetary assets and liabilities were translated at historical rates. Revenue and expenses were translated at the exchange rate in effect on the date of the transaction. As a consequence of the acquisition of AT&T Capital, the Company's foreign operations function financially and operationally independent of the parent, and therefore are considered, for the purposes of foreign currency translation, to be self-sustaining operations. As a result, the assets and liabilities of these operations are translated into Canadian dollars at rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rates prevailing during the year. Unrealized foreign currency translation gains and losses on these self-sustaining operations are netted with share capital. Income taxes During 1997, the Canadian Institute of Chartered Accountants approved the adoption of the liability method of accounting for income taxes effective for fiscal years beginning on or after January 1, 2000. Effective January 1, 1996, the Company adopted the provisions of the standard. The adoption of the standard amends the Company's method of accounting for income taxes from the comprehensive tax allocation method to an asset and liability approach. Under the asset and liability method, future tax assets and liabilities are provided for all significant temporary differences between the financial statement and tax bases of assets and liabilities and are adjusted for tax rate changes as they occur. The Company had retroactively adopted this standard. This standard does not have a material impact on the Company's financial position or results of operations in the current period or preceding periods. Earnings per common share Basic earnings per common share is computed based on the weighted average number of common shares outstanding during the period. Fully diluted earnings per common share has been computed based on the weighted average number of common shares outstanding after giving effect to the exercise of all outstanding options to acquire common shares. Derivative financial instruments Derivative financial instruments are used to hedge the Company's exposure to interest and currency risk by creating positions which are opposite to, and offset, on-balance sheet positions which arise from normal operations. The most frequently used derivatives are interest rate and currency swaps, bond forwards and foreign exchange forward contracts. Contract and notional amounts associated with derivative financial instruments are not recorded as assets or liabilities on the balance sheet. Off-balance sheet treatment is accorded where an exchange of the underlying asset or liability has not occurred or is not assured, or where notional amounts are used solely to determine cash flows to be exchanged. Swaps and bond forward contracts are accounted for on the accrual basis. Net accrued interest receivable/payable and deferred gains/losses are recorded in accounts payable and accrued liabilities, as appropriate. Realized gains/losses on terminated contracts are recognized/expensed or deferred and amortized over the remaining life of any applicable corresponding position. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas in which estimated are used include residual values, income taxes, retained interests in securitized assets and related reserves, allowance for credit losses, valuation of assets held for sale, restructuring reserves and contingencies. 3. FINANCE ASSETS HELD FOR INVESTMENT Finance assets held for investment consists of loans, capital leases and the Company's investment in securitization receivables and are as follows: March 31, December 31, 1998 1997 $ $ Receivables 11,087,410 2,005,661 Estimated unguaranteed residual values 838,677 57,421 Unearned income (1,249,070) (190,020) Allowance for credit losses (236,323) (38,563) Securitization receivables 1,075,698 351,069 Finance assets held for investment 11,516,392 2,185,568 As at March 31, 1998, the minimum annual payments are as follows: $ 1998 3,272,458 1999 2,367,320 2000 1,626,118 2001 1,074,379 2002 625,789 Thereafter 2,121,346 11,087,410 Included in finance assets held for investment is US$7,142,005 [December 31, 1997 - US$693,758]. Substantially all of the finance assets held for investment bear interest at varying levels of fixed rates of interest. There are no significant concentrations. The loans included in finance assets held for investment are collateralized by the related finance assets. 4. OPERATING LEASES HELD FOR INVESTMENT AND SALE The following is a summary of equipment under operating leases: March 31, December 31, 1998 1997 $ $ Original equipment cost: Information technology 1,555,794 364,608 Telecommunications 1,124,833 0 Transportation 666,605 0 Manufacturing 346,048 0 Healthcare 15,230 0 General equipment and other 482,856 0 4,191,366 364,608 Less: Accumulated depreciation (1,391,342) (88,775) Rental receivables, net 74,468 0 Investment in operating leases 2,874,492 275,833 Minimum annual future rentals to be received on non-cancelable operating leases as of March 31, 1998, are as follows: $ 1998 1,155,530 1999 741,582 2000 409,349 2001 138,265 2002 72,289 Thereafter 11,582 2,528,597 Included in operating leases held for investment is US$1,977,465 [December 31, 1997 - $182,824]. 5. ALLOWANCE FOR CREDIT LOSSES An analysis of the Company's allowance for credit losses and its finance assets and operating leases held for investment are as follows: March 31, December 31, 1998 1997 $ $ Finance assets held for investment and operating leases held for investment and sale 14,390,884 2,461,401 Allowance for credit losses, beginning of period 38,563 16,465 Provisions for credit losses during the period including acquisitions 246,723 31,041 Write-offs, net of recoveries (27,523) (8,943) Allowance for credit losses, end of period 257,763 38,563 Allowance as a percentage of investment assets 1.8% 1.6% Investment assets in arrears (90 days and over) 160,008 13,619 Arrears as a percentage of investment assets 1.1% 0.6% Investment assets in repossession, at estimated net realizable value 122,421 6,023 Credit provisions against finance assets acquired during the period amounted to $207,446 [December 31, 1997 - $26,230]. The Company has an additional specific credit loss reserve of $88,240 [December 31, 1997 - $1,596] relating to the Company's securitization receivables. Beyond this specific credit loss reserve further losses may be provided for by a reduction in the yield earned on the securitization receivables. 6. FIXED ASSETS Fixed assets consist of the following: March 31, 1998 December 31, 1997 Accumulated Accumulated Cost depreciation Cost depreciation $ $ $ $ Land and buildings 40,798 21,739 14,654 3,281 Furniture and fixtures 78,867 41,802 48,658 15,143 Computers and office equipment 121,275 60,027 56,552 17,300 Other 4,676 1,362 4,182 926 245,616 124,930 124,046 36,650 Net book value 120,686 87,396 7. ACQUISITION On January 12, 1998, the Company purchased all of the outstanding common shares of AT&T Capital for approximately U.S. $1.7 billion (Cdn $2.4 billion), of which approximately U.S. $1.15 billion (Cdn $1.6 billion) was paid in cash and remaining U.S. $550 million (Cdn $789 million) was satisfied through the issuance of approximately 17.6 million common shares of the Company. AT&T Capital is a full-service, diversified equipment leasing and finance company that operates predominately in the United States. This acquisition has been accounted for as a purchase, and accordingly the Company's consolidated financial statements include the results of operations of the acquired business from the date of acquisition. The net assets acquired are as follows: $ Net assets acquired at approximate fair values Cash 12,346 Finance assets held for investment 9,380,053 Operating leases held for investment and sale 2,287,583 Accounts receivable, prepaids and other 498,933 Future income tax receivable 327,870 12,506,785 Accounts payable and accrued liabilities 1,034,621 Debt 10,213,136 Preferred securities 286,560 11,534,317 Net assets acquired 972,468 Consideration Cash 1,645,029 Common shares 789,997 Total consideration 2,435,026 Goodwill 1,462,558 8. DEBT Debt consists of the following: March 31, December 31, 1998 1997 $ $ Fixed Rate Debt U.S. senior notes, bearing interest varying from 6.95% to 7.12%, maturing in the years 2000 to 2005 147,971 149,011 U.S. senior notes, bearing interest at 8.26%, maturing in the year 2005 142,280 143,280 Medium term notes, bearing interest rates varying from 4.40% to 9.34% maturing in the years 1998 to 2007 1,168,464 1,118,433 U.S. medium term notes, bearing interest varying from 5.53% to 8.08% maturing in the years 1998 to 2005 5,894,660 0 7.625% debenture, maturing in June, 2001 124,816 124,802 6.45% debenture, maturing in June, 2002 149,794 149,782 Other fixed rate debt 598,378 270,227 Floating rate debt Floating rate U.S. medium term notes, interest periodically reprices based upon various indices, average interest rate ranges from 5.88% to 6.15%, maturing in the years 1998 to 2000 1,598,160 0 Commercial paper and other short term borrowings 3,961,562 834,281 13,786,085 2,789,816 Interest expense on the debt outstanding during the period was $218,741 [1997 - $28,506]. On August 12, 1997, the Company increased its Canadian bank facility to $750 million. On May 14, 1997, the Company renewed and increased its U.S. bank facility to US$600 million. The Canadian bank facility and one- third of the U.S. bank facility is a 364-day committed unsecured revolving credit facility with a syndicate of Canadian, U.S. and international banks. The remaining two-thirds of the U.S. bank facility is a three-year committed unsecured revolving credit facility. These credit facilities are used as interim funding pending syndication, sale, securitization, collection of proceeds of financings assets, or as support for the Company's $750 million Canadian commercial paper program and its US$600 million U.S. commercial paper program. The Canadian and U.S. bank facilities attract interest at bankers' acceptance plus 45 basis points and LIBOR plus 45 basis points, respectively. The Company renegotiated its various bank facilities in April, 1998 to support the existing commercial paper programs and for general corporate purposes. The U.S. bank facility was increased to US$2.3 billion with US$1.535 billion having a term of 364 days and US$765 million having a term of 5 years. In addition, the Canadian bank facility was increased to $1.2 billion with a term of 364 days. Included in debt is US$1,422,478 [December 31, 1997 - US$1,388,211] of which US$1,357,478 [December 31, 1997 - US$1,323,211] was used to fund leases and loans which are repayable in U.S. dollars. As of March 31, 1998, scheduled annual repayments are as follows: $ 1998 6,662,556 1999 4,631,530 2000 815,874 2001 584,982 2002 439,221 Thereafter 651,922 13,786,085 9. SHARE CAPITAL Authorized - The Company's authorized share capital consists of the following: [i]	Unlimited Common Shares with voting rights; [ii]	Unlimited Special Shares without voting rights convertible into Common Shares on a share-for-share basis; and [iii]	Unlimited Class A Preference Shares issuable in series. Outstanding - The following is a summary of the changes in share capital during the period: March 31, December 31, 1998 1997 # $ # $ Subscription Rights Outstanding, beginning of period 38,500,000 1,758,493 0 0 Exchange for common shares (38,500,000) (1,758,493) Proceeds of rights issue, net 0 0 38,500,000 1,758,493 Outstanding, end of period 0 0 38,500,000 1,758,493 Common Shares Outstanding, beginning of period 83,070,958 1,176,909 60,182,688 415,160 Proceeds of share issue, net 0 0 13,910,000 481,030 Shares issued for subscription rights 38,500,000 1,725,864 0 0 Issued on acquisition [note 7] 17,633,857 789,997 8,214,843 277,295 Stock options exercised 385,015 3,332 743,172 2,839 Others 2,374 177 20,255 585 Outstanding, end of period 139,592,204 3,696,279 83,070,958 1,176,909 Total 139,592,204 3,696,279 121,570,958 2,935,402 Unrealized foreign currency translation adjustment 0 (38,124) 0 0 Total share capital 139,592,204 3,658,155 121,570,958 2,935,402 Public Offerings On March 11, 1997, the Company completed a public offering of 2,475,000 (4,950,000 post split) Common Shares at $51.00 per share for gross proceeds of $126,225. Expenses of this issue, net of deferred income tax recoveries of $2,508, amounted to $3,066. On August 29, 1997, the Company completed a public offering of 7,260,000 common shares at $38.50 per share for gross proceeds of $279,510. Expenses of this issue, net of deferred income tax recoveries of $5,571, amounted to $6,809. On December 3, 1997, the Company completed a public offering of 38,500,000 subscription rights at $46 per right for gross proceeds to the Company of $1.77 billion. Expenses of this issue, net of deferred income tax recoveries of $36,929 amounted to $45,136. On January 12, 1998, the subscription rights were exchanged for 38,500,000 common shares at $46.00 per share. Treasury Issue On September 24, 1997, the Company completed a private placement of 1,700,000 common shares at $50.10 per share for proceeds of $85,170. On January 12, 1998, the Company completed a private placement of 17,633,857 common shares at US$31.19 per share for proceeds of US$550,000. Subdivision of Common Shares Effective April 14, 1997, the Company subdivided on a two-for-one basis all of the Company's issued and outstanding Common Shares and all the Company's Common Shares reserved for issuance. 10. FINANCE ASSETS UNDER MANAGEMENT Included in finance assets under management are finance assets which have been securitized or syndicated by the Company and are not reflected on the consolidated balance sheets. Finance assets under management are as follows: March 31, December 31, 1998 1997 $ $ Securitized finance assets 11,018,443 5,626,856 Syndicated finance assets 4,089,609 1,386,706 Syndicated finance assets of affiliated companies 606,908 616,052 15,714,960 7,629,614