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 December 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: February 8, 1999 NEWCOURT CREDIT GROUP INC. By: John P. Stevenson Corporate Secretary News Release For immediate release Trading Symbol: NCT Contact: Robyn Matsumoto Corporate Affairs Exchange Listings: Toronto (416) 594-5308 Montreal New York Newcourt reports solid earnings and strong organic origination growth in 1998 Quality earnings and diversified funding sources also highlighted in results Toronto, February 8, 1999 - Newcourt Credit Group today reported net income of $294.4 million (US$198.2 million) for the year ended December 31, 1998. These results represent a 55% increase over the $190.1 million (US$135.1 million) reported for the same period last year for the pro forma combined operations of Newcourt and AT&T Capital prior to a one-time restructuring charge of $177.3 million (US$128.1 million). Earnings per share on a fully diluted basis increased to $2.06 (US$1.33) for the year compared to $1.33 (US$0.96) prior to the restructuring charge for 1997. Fourth quarter earnings increased 27% to $103.7 million (US$67.2 million) from $81.8 million (US$58.1 million) in 1997 pro forma. Earnings per share for the fourth quarter were $0.71 (US$0.41) in line with the consensus estimates of the 11 analysts who follow the Company. "As these results indicate, 1998 was a year of strong fundamental performance for Newcourt. During the year, we witnessed unsettled capital markets and weak economic conditions in some regions of the world. The strength and quality of our core loan origination businesses and the depth and diversity of our funding sources contributed significantly to the Company's success in meeting these challenges," said Steven K. Hudson, Chief Executive Officer. - more - Loan originations during 1998 amounted to $24.3 billion (US$15.6 billion) versus $17.0 billion (US$11.9 billion) in 1997 pro forma. In line with the distribution of origination volumes in the prior year, Newcourt Financial, the Company's commercial finance business, generated $18.4 billion (US$11.8 billion) or 76% of the total loan origination volume in 1998. Newcourt Capital, the Company's corporate finance business, originated the remaining $5.9 billion (US$3.8 billion). Geographically, the North American market accounted for approximately 89% of the Company's new loan volume while the UK and Europe accounted for approximately 8%. "Newcourt has built its business model on developing strong core origination platforms with some of the world's leading manufacturers," noted Hudson. "This past year was an opportunity to 'prove up' the organic power, the scalability and the sustainability of these platforms as they gained traction as the driving force in the Company's origination growth." During the year, Newcourt funded 35% of this loan origination volume from on-balance sheet sources with 21% coming from loan syndications and 44% derived from securitization activities. The quality of the Company's balance sheet has been maintained with tangible leverage of 5.9:1 as at December 31, 1998 comparable to the 5.7:1 reported as at December 31, 1997 on a pro forma basis. Total asset finance income for the year ended December 31, 1998 rose 27% to $1,498.6 million (US$1,008.9 million) from $1,178.5 million (US$851.6 million) during 1997 on a pro forma basis. Newcourt's continued focus on quality earnings is reflected in the distribution of revenue sources. Net finance & rental income of $815.8 million (US$549.2 million) accounted for 54.4% of the Company's revenue mix while gain on sale of finance assets of $452.1 million (US$304.4 million) accounted for approximately 30.2%. The remaining 15.4% of revenue was derived from management and other fees. Newcourt's success at realizing better than expected cost savings from the AT&T Capital integration is reflected in the continued reduction in the operating expense ratio. Expressed as a percentage of owned and managed loans, operating expenses on an annualized basis, excluding amortization and depreciation, declined from 3% as at December 31, 1997 pro forma to 2.7% as at December 31, 1998. At a meeting of the Board of Directors held on February 8, 1999, a quarterly dividend of $0.06 was approved for payment on February 26,1999, to shareholders of record as of February 19, 1999. Newcourt Credit Group is one of the world's leading sources of commercial and corporate asset-based financing with owned and managed assets of $36.2 billion (US$23.3 billion) and a global capability in 26 countries. Newcourt Credit Group Inc. Summary of Quarterly Financial Statistics for the period ended December 31, 1998 <fn1> I. Basic Earnings per Share (common and special) Average Shares Outstanding during the Period Number of Common and Special Shares as at January 1, 1998 83,070,958 Shares issued during the year: December 31, 1998 Weighted Date # shares # days o/s Average Issue to Nomura 1/12/98 17,633,857 354 / 365 17,102,426 Exchange for sub rights 1/12/98 38,500,000 354 / 365 37,339,726 Private placement 6/4/98 8,668,446 211 / 365 5,011,074 Other 439,373 303 / 365 364,724 65,241,676 59,832,411 59,817,950 Weighted average shares outstanding, December 31, 1998 142,888,908 Net income for the year to date $294,367 Basic earnings per share $2.06 II. Comparative Fully Diluted Earnings Per Share Summary Three Months Ended YTD Mar. 31 June 30 Sept. 30 Dec. 31 Dec. 31 1997 0.23 0.31 0.36 0.43 1.33 <fn2> 1998 0.32 0.49 0.54 0.71 2.06 II. Balance Sheet Highlights ($ millions) Three Months Ended YTD Mar. 31 June 30 Sept. 30 Dec. 31 Dec. 31 1998 1998 1998 1998 1998 Owned and managed assets 31,876 33,952 34,360 36,220 36,220 Tangible equity 1,973 2,635 2,652 2,788 2,788 Tangible leverage 7.1:1 5.2:1 5.9:1 5.9:1 5.9:1 IV. Income Statement Highlights ($000) Net income 	Three Months Ended YTD Mar. 31 June 30 Sept. 30 Dec. 31 Dec. 31 1997 23,506 40,921 43,812<fn2> 81,841<fn2> 190,080<fn2> 1998 42,389 69,755 78,510 103,713 294,367 New originations 1997 3,021,714 3,771,886 4,640,500 5,597,600 17,031,700 1998 4,535,989 5,911,759 6,339,545 7,499,738 24,287,031 1998 Originations U.S. & Canada 88.7% U.K. / Europe 7.7% Asia Pacific 2.5% Latin America 1.1% 100.0% V. Margin Analysis Summary ($000) (i) Securitization Three Months Ended YTD Mar. 31 June 30 Sept. 30 Dec. 31 Dec. 31 1998 1998 1998 1998 1998 Securitization fees 76,028 97,274 79,690 130,766 383,758 Assets securitized 1,639,197 3,300,804 1,833,801 3,883,504 10,657,306 Securitization margin 4.64% 2.95% 4.35% 3.37% 3.60% (ii) Syndication Syndication fees 10,126 14,847 18,130 25,258 68,361 Assets syndicated 859,007 1,182,206 1,602,710 1,567,800 5,211,723 Syndication margin 1.18% 1.26% 1.13% 1.61% 1.31% (iii) Net Finance Income Finance assets held for investment 11,516,392 11,704,883 12,778,941 13,365,986 13,365,986 Operating leases held for investment and sale 2,874,492 3,103,490 3,322,238 3,373,451 3,373,451 Finance assets held for sale 1,597,878 1,634,739 2,316,715 2,394,488 2,394,488 Total owned assets 15,988,762 16,443,112 18,417,894 19,133,925 19,133,925 Net finance and rental income 190,119 184,785 220,319 220,564 815,787 Net finance income Margin 4.83% 4.56% 5.06% 4.70% 4.79% Interest expense 218,741 236,057 254,935 267,453 977,186 OPEX / Owned and managed assets 2.8% 2.7% 2.7% 2.7% 2.7% <fn1> All $ expressed in C$ unless otherwise specified </fn1> <fm2>Prior to a one time restructuring charge </fn2> Newcourt Credit Group Inc. CONSOLIDATED BALANCE SHEETS [in thousands of Canadian dollars] As at December 31 1998 1997 $ $ ASSETS Cash and cash held in escrow 1,550,221 1,778,413 Finance assets held for investment 13,365,986 2,185,568 Operating leases held for investment 3,373,451 275,833 Finance assets held for sale 2,394,488 1,091,398 Investment in affiliated companies 302,437 173,918 Accounts receivable, prepaids and other 482,613 181,736 Property and equipment 145,699 87,396 Goodwill 1,896,657 408,754 Future income tax assets 227,292 0 Total Assets 23,738,844 6,183,016 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Accounts payable and accrued liabilities 1,039,032 303,968 Debt 18,015,185 2,789,816 Future income tax liability 0 27,739 Total Liabilities 19,054,217 3,121,523 Shareholders' Equity Share capital 4,334,723 2,935,402 Retained earnings 349,904 126,091 Total Shareholders' Equity 4,684,627 3,061,493 Total Liabilities and Shareholders' Equity 23,738,844 6,183,016 Newcourt Credit Group Inc. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS [in thousands of Canadian dollars, except for per share amounts] Years ended December 31 1998 1997 $ $ Asset finance income Net finance and rental income 815,787 84,349 Gain on sale of finance assets 452,119 188,837 Management and other fees 230,685 45,249 Total asset finance income 1,498,591 318,435 Operating and administrative 465,747 84,774 Salaries and wages 443,447 94,160 Goodwill amortization and depreciation expense 117,304 20,427 Operating income before restructuring charges and taxes 472,093 119,074 Restructuring charges 0 103,000 Operating income before income taxes 472,093 16,074 Provision for (recovery of) income taxes 177,726 (20,347) Net income for the year 294,367 36,421 Retained earnings, beginning of year 126,091 100,774 Dividends paid on common shares (26,001) (10,004) Premium on redemption of preferred securities and other (44,553) (1,100) Retained earnings, end of year 349,904 126,091 Earnings per common share: Basic $2.06 $0.52 Fully diluted $2.06 $0.52 - - 30 -