GENERAL ELECTRIC CAPITAL CORP
10-Q, 1996-11-12
PERSONAL CREDIT INSTITUTIONS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 10-Q

                               ------------------

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 28, 1996

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____

                             ----------------------

                          Commission file number 1-6461

                             ----------------------

                      GENERAL ELECTRIC CAPITAL CORPORATION

             (Exact name of registrant as specified in its charter)

           NEW YORK                                             13-1500700
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

260 LONG RIDGE ROAD, STAMFORD, CONNECTICUT                         06927
(Address of principal executive offices)                         (Zip Code)

                                 (203) 357-4000
              (Registrant's telephone number, including area code)

                             ----------------------

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 __

At November 8, 1996,  3,837,825  shares of common stock with a par value of $200
were outstanding.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b)
OF FORM 10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED  DISCLOSURE
FORMAT.


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

PART I - FINANCIAL INFORMATION.

     Item 1. Financial Statements ......................................       1

     Item 2. Management's Discussion and Analysis of Results
              of Operations ............................................       5

     Exhibit 12. Computation of Ratio of Earnings to Fixed Charges
      and Computation of Ratio of Earnings to Combined Fixed Charges 
      and Preferred Stock Dividends ....................................       7

PART II - OTHER INFORMATION.

     Item 6. Exhibits and Reports on Form 8-K ..........................       8

     Signatures ........................................................       9

     Index to Exhibits .................................................      10



















<PAGE>




                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED      NINE MONTHS ENDED
                                                                  ---------------------   ---------------------
(In millions)                                                     SEPTEMBER   SEPTEMBER   SEPTEMBER   SEPTEMBER
                                                                   28, 1996    30, 1995    28, 1996    30, 1995
                                                                   --------    --------    --------    --------
<S>                                                                <C>         <C>         <C>         <C>  

EARNED INCOME ..................................................   $  7,008    $  5,395    $ 18,696    $ 15,354
                                                                   --------    --------    --------    --------

EXPENSES

Interest .......................................................      1,685       1,662       5,075       4,793
Operating and administrative ...................................      2,583       1,456       6,205       4,400
Insurance losses and policyholder and annuity benefits .........        821         445       2,213       1,447
Provision for losses on financing receivables ..................        254         352         695         710
Depreciation and amortization of buildings and equipment and
 equipment on operating leases .................................        556         487       1,569       1,426
Minority interest in net earnings of consolidated affiliates ...         17          15          59          48
                                                                   --------    --------    --------    --------
                                                                      5,916       4,417      15,816      12,824
                                                                   --------    --------    --------    --------
EARNINGS

Earnings before income taxes ...................................      1,092         978       2,880       2,530
Provision for income taxes .....................................       (344)       (330)       (900)       (837)
                                                                   --------    --------    --------    --------

NET EARNINGS ...................................................        748         648       1,980       1,693
Dividends ......................................................       (272)       (260)       (746)       (521)
Retained earnings at beginning of period .......................      9,695       9,105       8,937       8,321
                                                                   --------    --------    --------    --------
RETAINED EARNINGS AT END OF
PERIOD .........................................................   $ 10,171    $  9,493    $ 10,171    $  9,493
                                                                   ========    ========    ========    ========
</TABLE>








See Notes to Condensed, Consolidated Financial Statements.

                                       1
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (Continued).

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                    CONDENSED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>

(In millions)                                         SEPTEMBER 28, DECEMBER 31,
                                                          1996         1995
                                                      ------------- ------------
                                                       (UNAUDITED)
<S>                                                        <C>         <C>  

ASSETS

Cash and equivalents ...................................   $  2,777    $  1,316
Investment securities ..................................     33,623      26,991
Financing receivables:
    Time sales and loans, net of deferred income .......     59,902      59,591
    Investment in financing leases, net of
     deferred income ...................................     37,269      36,200
                                                           --------    --------
                                                             97,171      95,791
    Allowance for losses on financing receivables ......     (2,556)     (2,519)
                                                           --------    --------
        Financing receivables - net ....................     94,615      93,272
Other receivables - net ................................      6,988       6,408
Equipment on operating leases (at cost), less
 accumulated amortization of $5,336 and $4,670 .........     15,813      13,793
Other assets ...........................................     25,361      19,045
                                                           --------    --------
TOTAL ASSETS ...........................................   $179,177    $160,825
                                                           ========    ========

LIABILITIES AND EQUITY

Short-term borrowings ..................................   $ 68,371    $ 59,264
Long-term borrowings:
    Senior .............................................     45,636      47,794
    Subordinated .......................................        697         697
Insurance liabilities, reserves and annuity benefits ...     31,637      22,401
Other liabilities ......................................      9,926       9,202
Deferred income taxes ..................................      7,121       6,562
                                                           --------    --------
    Total liabilities ..................................    163,388     145,920
                                                           --------    --------
Minority interest in equity of consolidated affiliates .        769         703
                                                           --------    --------
Capital stock ..........................................        770         770
Additional paid-in capital .............................      4,024       4,022
Retained earnings ......................................     10,171       8,937
Unrealized gains on investment securities ..............        141         543
Foreign currency translation adjustments ...............        (86)        (70)
                                                           --------    --------
    Total equity .......................................     15,020      14,202
                                                           --------    --------
TOTAL LIABILITIES AND EQUITY ...........................   $179,177    $160,825
                                                           ========    ========
</TABLE>








See Notes to Condensed, Consolidated Financial Statements.

                                       2
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (Continued).

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                        CONDENSED STATEMENT OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            NINE MONTHS ENDED
                                                          ----------------------
(In millions)                                             SEPTEMBER    SEPTEMBER
                                                           28, 1996     30, 1995
                                                          ---------    ---------
<S>                                                        <C>         <C>   

CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings ...........................................   $  1,980    $  1,693
Adjustments to reconcile net earnings to cash provided
 from operating activities:
    Provision for losses on financing receivables ......        695         710
    Depreciation and amortization of buildings and 
     equipment and equipment on operating leases .......      1,569       1,426
    Other - net ........................................      1,758       1,686
                                                           --------    --------
      Cash provided from operating activities ..........      6,002       5,515
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES

Increase in loans to customers .........................    (38,262)    (33,141)
Principal collections from customers ...................     39,080      31,415
Investment in assets on financing leases ...............     (9,249)    (10,703)
Principal collections on financing leases ..............      8,345       5,968
Net increase in credit card receivables ................       (950)     (1,067)
Buildings and equipment and equipment on
 operating leases:
   - additions .........................................     (4,058)     (4,208)
   - dispositions ......................................        677       2,074
Payments for principal businesses purchased, net of
 cash acquired .........................................     (2,320)     (2,433)
Proceeds from principal business dispositions ..........       --           575
Purchases of investment securities by insurance
 affiliates and annuity businesses .....................     (5,396)     (4,970)
Dispositions and maturities of investment securities
 by insurance affiliates and annuity businesses ........      5,203       4,717
Other - net ............................................     (3,702)     (1,680)
                                                           --------    --------
      Cash used for investing activities ...............    (10,632)    (13,453)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES

Net change in borrowings (maturities 90 days or less) ..      7,312      (7,538)
Newly issued debt
   - short-term (maturities 91-365 days) ...............      3,693       1,862
   - long-term senior ..................................     12,998      26,506
Proceeds - non-recourse, leveraged lease debt ..........        505         257
Repayments and other reductions
   - short-term (maturities 91-365 days) ...............    (17,082)    (11,336)
   - long-term senior ..................................       (780)       (597)
Principal payments - non-recourse, leveraged lease debt.       (227)       (235)
Proceeds from sales of investment and annuity contracts.      1,982         976
Redemption of investment and annuity contracts .........     (1,689)     (1,593)
Dividends paid .........................................       (746)       (521)
Issuance of preferred stock in excess of par value .....         --         525
Issuance of variable cumulative preferred stock by
 consolidated affiliate ................................        125         120
                                                           --------    --------
      Cash provided from financing activities ..........      6,091       8,426
                                                           --------    --------
INCREASE IN CASH AND EQUIVALENTS .......................      1,461         488
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............      1,316         712
                                                           --------    --------
CASH AND EQUIVALENTS AT END OF PERIOD ..................   $  2,777    $  1,200
                                                           ========    ========
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.

                                       3
<PAGE>


ITEM 1.  FINANCIAL STATEMENTS (Continued).

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

1.    The accompanying  condensed quarterly financial  statements  represent the
      adding  together  of  General   Electric   Capital   Corporation  and  all
      majority-owned  and  controlled   affiliates   (collectively  called  "the
      Corporation" or "GECC"). All significant transactions among the parent and
      consolidated  affiliates have been  eliminated.  Certain prior period data
      have been reclassified to conform to the current period presentation.

2.    The condensed,  consolidated quarterly financial statements are unaudited.
      These statements  include all adjustments  (consisting of normal recurring
      accruals)  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  financial  statements
      should not be regarded as  necessarily  indicative  of results that may be
      expected for the entire year.

3.    Two newly issued accounting standards were adopted in the first quarter of
      1996 and did not have a  material  effect  on the  financial  position  or
      results of operations of the Corporation.

      Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for
      the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets to be
      Disposed  Of,  requires  that  certain  long-lived  assets be reviewed for
      impairment when events or circumstances indicate that the carrying amounts
      of the assets may not be  recoverable.  If such review  indicates that the
      carrying  amount of an asset  exceeds the sum of its expected  future cash
      flows,  the  asset's  carrying  value  is  written  down  to  fair  value.
      Long-lived  assets to be disposed of are reported at the lower of carrying
      amount or fair value less cost to sell.

      SFAS No. 122,  Accounting  for Mortgage  Servicing  Rights,  requires that
      capitalized rights to service mortgage loans be assessed for impairment by
      individual  risk stratum by comparing each stratum's  carrying amount with
      its fair value.  Strata are based on the predominant risk  characteristics
      of the  underlying  loans,  which  include  loan type and note rate.  Fair
      values are estimated based on discounted anticipated future net cash flows
      considering  market  consensus for loan  prepayment  predictions and other
      economic  factors.  To the  extent  that the  carrying  value of  mortgage
      servicing rights exceeds fair value by individual  stratum,  the resulting
      impairment is recognized in earnings through a valuation allowance.

                                       4
<PAGE>


ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

OVERVIEW

Net  earnings  for the first nine  months of 1996 were  $1,980  million,  a $287
million  (17%)  increase over the first nine months of 1995.  The  Corporation's
contribution to the earnings of its parent,  General Electric Capital  Services,
Inc. after payment of dividends on its variable cumulative  preferred stock, was
$1,924 million, a $264 million (16%) increase over the comparable 1995 period.

Earnings  of the  lending,  leasing  and  equipment  management  businesses  are
significantly  influenced by the level of invested assets, the related financing
spreads (the excess of rates earned - yields - over rates on borrowings) and the
quality of those assets. The Corporation's  increase in net earnings principally
resulted from a higher average level of invested  assets,  partially offset by a
decrease in financing spreads as the decrease in borrowing rates was outpaced by
a decrease in yields. The specialty insurance businesses also contributed to the
increase  in  net  earnings  primarily  resulting  from  increased  premium  and
investment income.

OPERATING RESULTS

EARNED INCOME from all sources increased $3,342 million (22%) to $18,696 million
for the first nine months of 1996 over the first nine months of 1995.

Earned income from the specialized  financing,  mid-market  financing,  consumer
services and equipment management businesses increased $2,786 million (20%) over
the comparable  prior-year period. These increases  principally reflect a higher
average level of invested  assets,  resulting from both  origination  volume and
acquisitions of portfolios and businesses,  higher consumer  insurance  premiums
arising  from  acquisitions  in 1995 and 1996 and  increased  personal  computer
equipment sales associated with the acquisitions of Ameridata Technologies, Inc.
("Ameridata") and CompuNet Computer AG ("CompuNet")  during the third quarter of
1996.  Earned  income from the specialty  insurance  businesses  increased  $556
million (36%) to $2,116  million for the first nine months of 1996 compared with
the first nine  months of 1995 due to growth in premium  and  investment  income
resulting from both origination volume and acquisitions.

INTEREST  EXPENSE on  borrowings  for the first  nine  months of 1996 was $5,075
million,  6%  higher  than for the  first  nine  months  of 1995.  The  increase
reflected the effects of higher average borrowings used to finance asset growth,
partially offset by the effects of lower interest rates. The composite  interest
rate on the borrowings for the first nine months of 1996 was 6.26% compared with
6.77% in the first nine months of 1995.

OPERATING AND  ADMINISTRATIVE  EXPENSES  were $6,205  million for the first nine
months of 1996, a 41% increase over the first nine months of 1995.  The increase
primarily  reflected costs  associated  with businesses and portfolios  acquired
over the past year and higher  investment  levels.  Included in the increase are
costs of personal  computer  equipment sold associated with the  acquisitions of
Ameridata and CompuNet during the third quarter of 1996.

INSURANCE LOSSES AND  POLICYHOLDER AND ANNUITY BENEFITS  increased 53% to $2,213
million for the first nine months of 1996,  compared with $1,447 million for the
first nine months of 1995. The increase  primarily resulted from the acquisition
of insurance businesses in 1995 and 1996.

PROVISION FOR LOSSES ON FINANCING  RECEIVABLES decreased to $695 million for the
first nine  months of 1996 from $710  million for the first nine months of 1995.
These  provisions  principally  related to  private-label  and bank credit cards
which are discussed below under Portfolio  Quality.  The decrease  reflected the
effects  of sales  of  receivables  and loan  repayments,  partially  offset  by
increases for private-label and bank credit cards.

                                       5
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
         OPERATIONS (Continued).

DEPRECIATION  AND  AMORTIZATION  OF BUILDINGS  AND  EQUIPMENT  AND  EQUIPMENT ON
OPERATING  LEASES  increased  $143 million (10%) to $1,569 million for the first
nine months of 1996  compared  with $1,426  million for the first nine months of
1995. The increase principally reflected higher levels of equipment on operating
leases as a result of portfolio growth and acquisitions.

PROVISION  FOR INCOME  TAXES was $900  million for the first nine months of 1996
(an  effective  tax rate of 31%),  compared with $837 million for the first nine
months of 1995 (an effective tax rate of 33%).  The higher  provision for income
taxes reflected  increased pre-tax earnings.  The decrease in the 1996 effective
tax rate resulted primarily from increased tax credits and a decrease in foreign
taxes.

PORTFOLIO QUALITY

THE PORTFOLIO OF FINANCING RECEIVABLES,  before allowance for losses,  increased
to $97.2  billion at September  28, 1996 from $95.8  billion at the end of 1995.
Financing receivables are the Corporation's largest asset and the primary source
of revenues.  Related  allowances  for losses at September 28, 1996,  aggregated
$2.6 billion  (2.63% of  receivables - the same level as at the end of 1995) and
are,  in  management's  judgment,  appropriate  given  the risk  profile  of the
portfolio.  A discussion  about the quality of certain elements of the portfolio
of financing receivables follows. "Nonearning receivables" are those that are 90
days or more  delinquent;  "reduced earning  receivables" are receivables  whose
terms have been restructured to a below-market yield.

CONSUMER  RECEIVABLES,  primarily  credit card and personal loans and auto loans
and  leases,  were $43.6  billion at  September  28,  1996,  an increase of $1.6
billion  from  the end of  1995.  Nonearning  and  reduced  earning  receivables
increased to $812 million at September  28, 1996,  from $671 million at December
31, 1995.  Write-offs of consumer receivables  increased to $622 million for the
first nine months of 1996,  compared with $469 million for the first nine months
of 1995. This increase was primarily  attributable to higher average  receivable
balances  resulting from a combination of origination volume and acquisitions of
businesses  and  portfolios  and higher  delinquencies  consistent  with overall
industry experience.

COMMERCIAL  REAL ESTATE LOANS  classified  as financing  receivables  were $13.0
billion at September  28, 1996, a decrease of $0.4 billion from  year-end  1995.
Nonearning  and  reduced  earning  receivables  increased  to  $185  million  at
September  28,  1996,  from $179 million at December  31,  1995.  Write-offs  of
commercial real estate loans were $33 million for the first nine months of 1996,
compared  with $102 million for the first nine months of 1995.  At September 28,
1996, the commercial real estate portfolio also included,  in other assets, $2.3
billion of assets acquired for resale from various  financial  institutions (the
same as at  year-end  1995)  and $2.0  billion  of  investments  in real  estate
ventures ($1.7 billion at year-end 1995).

OTHER FINANCING RECEIVABLES, totaling $40.6 billion at September 28, 1996 ($40.4
billion at December 31, 1995), consisted of a diverse commercial, industrial and
equipment loan and lease portfolio.  Nonearning and reduced-earning  receivables
were $286 million at September 28, 1996,  compared with $285 million at year-end
1995.

     Loans  and  leases to  commercial  airlines  amounted  to $8.5  billion  at
September 28, 1996, up from $8.3 billion at the end of 1995.

OTHER MATTERS

As 1996 progresses,  management  continues to believe that vigilant attention to
risk management and controllership  and a strong focus on complete  satisfaction
of  customer  needs  position  it  to  deal   effectively  with  the  increasing
competition in an ever-changing global economy.

                                       6
<PAGE>


                                                                     EXHIBIT 12

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                       AND
    COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
                                STOCK DIVIDENDS

                      NINE MONTHS ENDED SEPTEMBER 28, 1996

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                     RATIO OF
                                                                    EARNINGS TO
                                                                     COMBINED
                                                                       FIXED
                                                          RATIO OF  CHARGES AND
                                                          EARNINGS   PREFERRED
                                                          TO FIXED     STOCK
(Dollar amounts in millions)                              CHARGES    DIVIDENDS
                                                          --------- -----------
<S>                                                        <C>         <C>    

Net earnings ...........................................   $  1,980    $  1,980
Provision for income taxes .............................        900         900
Minority interest in net earnings  of consolidated
 affiliates.............................................         59          59
                                                           --------    --------
Earnings before provision for income taxes and minority
 interest...............................................      2,939       2,939
                                                           --------    --------
Fixed charges:
    Interest ...........................................      5,121       5,121
    One-third of rentals ...............................        126         126
                                                           --------    --------
Total fixed charges ....................................      5,247       5,247
                                                           --------    --------

Less capitalized interest, net of amortization .........         26          26
                                                           --------    --------
Earnings before provision for income taxes and minority
 interest plus fixed charges ...........................   $  8,160    $  8,160
                                                           ========    ========

Ratio of earnings to fixed charges .....................       1.56
                                                           ========

Preferred stock dividend requirements ..................               $     56
Ratio of earnings before provision for income taxes to
 net earnings...........................................                   1.45
Preferred stock dividend on pre-tax basis ..............                     81
Fixed charges ..........................................                  5,247
                                                                       --------
Total fixed charges and preferred stock dividend 
 requirements...........................................               $  5,328
                                                                       ========

Ratio of earnings to combined fixed charges and 
 preferred stock dividends..............................                   1.53
                                                                       ========
</TABLE>

For purposes of computing the ratios,  fixed charges  consist of interest on all
indebtedness and one-third of rentals, which management believes is a reasonable
approximation of the interest factor of such rentals.

                                       7
<PAGE>


                           PART II--OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     a.  EXHIBITS.

         Exhibit 3(i).  A complete copy of the Organization Certificate  of the
         Corporation  as last  amended on  November  1, 1995 and  currently  in
         effect,  consisting of the following: (a) the Organization Certificate
         of the Corporation as in effect immediately prior to the filing of the
         Certificate  of  Amendment  as of  April  21,  1995  (Incorporated  by
         reference  to Exhibit 3(i) to the  Corporation's  Form 10-K Report for
         the year ended  December 31,  1993);  (b) a  Certificate  of Amendment
         filed in the Office of the Superintendent of Banks of the State of New
         York  (the  "Office  of the  Superintendent")  as of  April  21,  1995
         (Incorporated  by  reference  to  Exhibit  4(b)  to the  Corporation's
         Registration  Statement  on  Form  S-3,  File  No.  33-58771);  (c)  a
         Certificate of Amendment filed in the Office of the  Superintendent as
         of May 11, 1995  (Incorporated  by  reference  to Exhibit  4(c) to the
         Corporation's  Registration Statement on form S-3, File No. 33-61257);
         (d)  a   Certificate   of  Amendment   filed  in  the  Office  of  the
         Superintendent  as of June 28,  1995  (Incorporated  by  reference  to
         Exhibit 4(d) to the Corporation's  Registration Statement on Form S-3,
         File No. 33-61257); (e) a certificate of Amendment filed in the Office
         of the  Superintendent as of July 17, 1995  (Incorporated by reference
         to Exhibit 4(e) to the  Corporation's  Registration  Statement on Form
         S-3, File No.  33-61257);  (f) a Certificate of Amendment filed in the
         Office of the  Superintendent as of November 1, 1995  (Incorporated by
         reference  to Exhibit 3(i) to the  Corporation's  Form 10-K Report for
         the year ended December 31, 1995);  and (g) a Certificate of Amendment
         filed in the Office of the  Superintendent  as of  September  26, 1996
         (Incorporated  by  reference  to  Exhibit  4(g)  to the  Corporation's
         Registration  Statement on Form S-3, File No.  33-13195).

         Exhibit 12.  Computation of ratio of earnings to fixed charges and
         computation of ratio of earnings to combined fixed charges and
         preferred stock dividends.

         Exhibit 27.  Financial Data Schedule (filed electronically only).

     b.  REPORTS ON FORM 8-K.

         None


                                       8
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                  GENERAL ELECTRIC CAPITAL CORPORATION
                                                (Registrant)

Date:  November 11, 1996       By:             /s/ J.A. Parke
                                  -----------------------------------------
                                  J.A. Parke, Senior Vice President, Finance
                                         (Principal Financial Officer)

Date:  November 11, 1996       By:            /s/ J.C. Amble
                                  -----------------------------------------
                                  J.C. Amble, Vice President and Controller
                                       (Principal Accounting Officer)



                                       9
<PAGE>


        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                                INDEX TO EXHIBITS

EXHIBIT NO.                                                                 PAGE
- -----------                                                                 ----
    3(i)     A complete copy of the Organization Certificate of the
             Corporation as last amended on November 1, 1995 and
             currently in effect, consisting of the following: (a) the
             Organization Certificate of the Corporation as in effect
             immediately prior to the filing of the Certificate of
             Amendment as of April 21, 1995 (Incorporated by reference to
             Exhibit 3(i) to the Corporation's Form 10-K Report for the
             year ended December 31, 1993); (b) a Certificate of
             Amendment filed in the Office of the Superintendent of Banks
             of the State of New York (the "Office of the
             Superintendent") as of April 21, 1995 (Incorporated by
             reference to Exhibit 4(b) to the Corporation's Registration
             Statement on Form S-3, File No. 33-58771); (c) a Certificate
             of Amendment filed in the Office of the Superintendent as of 
             May 11, 1995 (Incorporated by reference to Exhibit 4(c) to
             the Corporation's Registration Statement on form S-3, File
             No. 33-61257); (d) a Certificate of Amendment filed in the
             Office of the Superintendent as of June 28, 1995
             (Incorporated by reference to Exhibit 4(d) to the
             Corporation's Registration Statement on Form S-3, File No.
             33-61257); (e) a certificate of Amendment filed in the
             Office of the Superintendent as of July 17, 1995
             (Incorporated by reference to Exhibit 4(e) to the
             Corporation's Registration Statement on Form S-3, File No.
             33-61257); (f) a Certificate of Amendment filed in the
             Office of the Superintendent as of November 1, 1995
             (Incorporated by reference to Exhibit 3(i) to the 
             Corporation's Form 10-K Report for the year ended December
             31, 1995); and (g) a Certificate of Amendment filed in the
             Office of the Superintendent as of September 26, 1996
             (Incorporated by reference to Exhibit 4(g) to the
             Corporation's Registration Statement on Form S-3, File No.
             33-13195).

    12       Computation of ratio of earnings to fixed
             charges and computation of ratio of earnings
             to combined fixed charges and preferred stock dividends ........  7

    27       Financial Data Schedule (filed electronically only)

                                       10


                                                                     EXHIBIT 12

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                       AND
    COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
                                STOCK DIVIDENDS

                      NINE MONTHS ENDED SEPTEMBER 28, 1996

                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                     RATIO OF
                                                                    EARNINGS TO
                                                                     COMBINED
                                                                       FIXED
                                                          RATIO OF  CHARGES AND
                                                          EARNINGS   PREFERRED
                                                          TO FIXED     STOCK
(Dollar amounts in millions)                              CHARGES    DIVIDENDS
                                                          --------- -----------
<S>                                                        <C>         <C>    

Net earnings ...........................................   $  1,980    $  1,980
Provision for income taxes .............................        900         900
Minority interest in net earnings  of consolidated
 affiliates.............................................         59          59
                                                           --------    --------
Earnings before provision for income taxes and minority
 interest...............................................      2,939       2,939
                                                           --------    --------
Fixed charges:
    Interest ...........................................      5,121       5,121
    One-third of rentals ...............................        126         126
                                                           --------    --------
Total fixed charges ....................................      5,247       5,247
                                                           --------    --------

Less capitalized interest, net of amortization .........         26          26
                                                           --------    --------
Earnings before provision for income taxes and minority
 interest plus fixed charges ...........................   $  8,160    $  8,160
                                                           ========    ========

Ratio of earnings to fixed charges .....................       1.56
                                                           ========

Preferred stock dividend requirements ..................               $     56
Ratio of earnings before provision for income taxes to
 net earnings...........................................                   1.45
Preferred stock dividend on pre-tax basis ..............                     81
Fixed charges ..........................................                  5,247
                                                                       --------
Total fixed charges and preferred stock dividend 
 requirements...........................................               $  5,328
                                                                       ========

Ratio of earnings to combined fixed charges and 
 preferred stock dividends..............................                   1.53
                                                                       ========
</TABLE>

For purposes of computing the ratios,  fixed charges  consist of interest on all
indebtedness and one-third of rentals, which management believes is a reasonable
approximation of the interest factor of such rentals.


<TABLE> <S> <C>

                                     
<ARTICLE>                                          5
<LEGEND>                                      

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED  FINANCIAL  STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 28, 1996, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS

</LEGEND>                                     
<CIK>                                  0000040554
<NAME>                                 GENERAL ELECTRIC CAPITAL CORPORATION
<MULTIPLIER>                           1,000,000
                                                    
<S>                                                <C>
<PERIOD-TYPE>                                      9-MOS
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-END>                                       SEP-28-1996
<CASH>                                                         2,777
<SECURITIES>                                                  33,623
<RECEIVABLES>                                                 97,171
<ALLOWANCES>                                                   2,556
<INVENTORY>                                                        0
<CURRENT-ASSETS>                                                   0
<PP&E>                                                        24,090
<DEPRECIATION>                                                 6,457
<TOTAL-ASSETS>                                               179,177
<CURRENT-LIABILITIES>                                              0
<BONDS>                                                       46,333
                                              0
                                                        2
<COMMON>                                                         768
<OTHER-SE>                                                    14,250
<TOTAL-LIABILITY-AND-EQUITY>                                 179,177
<SALES>                                                            0
<TOTAL-REVENUES>                                              18,696
<CGS>                                                              0
<TOTAL-COSTS>                                                      0
<OTHER-EXPENSES>                                               6,205
<LOSS-PROVISION>                                                 695
<INTEREST-EXPENSE>                                             5,075
<INCOME-PRETAX>                                                2,880
<INCOME-TAX>                                                     900
<INCOME-CONTINUING>                                            1,980
<DISCONTINUED>                                                     0
<EXTRAORDINARY>                                                    0
<CHANGES>                                                          0
<NET-INCOME>                                                   1,980
<EPS-PRIMARY>                                                      0.00
<EPS-DILUTED>                                                      0.00
        
 

</TABLE>


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