GENERAL ELECTRIC CAPITAL CORP
10-Q, 1999-05-11
PERSONAL CREDIT INSTITUTIONS
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<PAGE>

                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 March 27, 1999

                                       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 May 10, 1999, 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 ...........................         6

Exhibit 12.   Computation of Ratio of Earnings to Fixed
              Charges and Computation of Ratio of Earnings
              to Combined Fixed Charges and Preferred Stock
              Dividends .......................................        10


PART II - OTHER INFORMATION.

Item 6.       Exhibits and Reports on Form 8-K ................        11

Signatures ....................................................        12

Index to Exhibits .............................................        13






<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS

                                   (Unaudited)

                                                            THREE MONTHS ENDED
                                                           --------------------
                                                          MARCH 27,   MARCH 28,
(In millions)                                                 1999        1998 
                                                           --------    --------
<S>                                                       <C>         <C>      
REVENUES
Revenues from services .................................   $  8,550    $  7,875
Sales of goods .........................................      1,640       1,626
                                                           --------    --------
                                                             10,190       9,501
                                                           --------    --------
EXPENSES
Interest ...............................................      2,020       1,948
Operating and administrative ...........................      2,965       2,631
Cost of goods sold .....................................      1,511       1,482
Insurance losses and policyholder and annuity benefits .      1,413       1,342
Provision for losses on financing receivables ..........        378         332
Depreciation and amortization of buildings and
 equipment and equipment on operating leases ...........        678         652
Minority interest in net earnings of consolidated
 affiliates ............................................         15          11
                                                           --------    --------
                                                              8,980       8,398
                                                           --------    --------
EARNINGS
Earnings before income taxes ...........................      1,210       1,103
Provision for income taxes .............................       (305)       (323)
                                                           --------    --------

NET EARNINGS ...........................................        905         780
Dividends ..............................................       (411)       (373)
Retained earnings at beginning of period ...............     14,340      11,861
                                                           --------    --------
RETAINED EARNINGS AT END OF PERIOD .....................   $ 14,834    $ 12,268
                                                           ========    ========
</TABLE>






See Notes to Condensed, Consolidated Financial Statements.


                                       1
<PAGE>

ITEM 1. FINANCIAL STATEMENTS (Continued).

<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                    CONDENSED STATEMENT OF FINANCIAL POSITION


                                                             MARCH    DECEMBER 
                                                                27,         31,
(In millions)                                                 1999        1998 
                                                           --------    --------
                                                         (Unaudited)
<S>                                                       <C>         <C>      
ASSETS
Cash and equivalents ...................................   $  3,149    $  3,080
Investment securities ..................................     56,210      57,275
Financing receivables:
  Time sales and loans, net of deferred income .........     75,869      76,794
  Investment in financing leases, net of deferred income     46,798      47,536
                                                           --------    --------
                                                            122,667     124,330
  Allowance for losses on financing receivables ........     (3,226)     (3,272)
                                                           --------    --------
    Financing receivables - net ........................    119,441     121,058
Other receivables - net ................................     20,253      17,837
Inventories ............................................        613         744
Equipment on operating leases (at cost), less
 accumulated amortization of $7,282 and $7,021 .........     21,192      20,941
Intangible assets ......................................     11,775      12,033
Other assets ...........................................     37,920      36,082
                                                           --------    --------
      TOTAL ASSETS .....................................   $270,553    $269,050
                                                           ========    ========

LIABILITIES AND SHARE OWNERS' EQUITY
Short-term borrowings ..................................   $108,743    $107,419
Long-term borrowings:
  Senior ...............................................     57,927      57,486
  Subordinated .........................................        697         697
Insurance liabilities, reserves and annuity benefits ...     55,479      54,435
Other liabilities ......................................     16,266      17,908
Deferred income taxes ..................................      8,748       8,899
                                                           --------    --------
      Total liabilities ................................    247,860     246,844
                                                           --------    --------
Minority interest in equity of consolidated affiliates .      1,238       1,137
                                                           --------    --------

Accumulated unrealized gains on investment
 securities - net ......................................        807       1,167
Accumulated foreign currency translation adjustments ...       (190)       (141)
                                                           --------    --------
Accumulated non-owner changes in share owners' equity ..        617       1,026
Capital stock ..........................................        771         770
Additional paid-in capital .............................      5,233       4,933
Retained earnings ......................................     14,834      14,340
                                                           --------    --------
      Total share owners' equity .......................     21,455      21,069
                                                           --------    --------
      TOTAL LIABILITIES AND SHARE OWNERS' EQUITY .......   $270,553    $269,050
                                                           ========    ========
</TABLE>



See Notes to Condensed, Consolidated Financial Statements.

                                       2
<PAGE>

ITEM 1. FINANCIAL STATEMENTS (Continued).

<TABLE>
<CAPTION>
        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                        CONDENSED STATEMENT OF CASH FLOWS

                                   (Unaudited)

                                                            THREE MONTHS ENDED
                                                           --------------------
                                                          MARCH 27,   MARCH 28,
(In millions)                                                 1999        1998 
                                                           --------    --------
<S>                                                       <C>         <C>      
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ...........................................   $    905    $    780
Adjustments to reconcile net earnings to cash provided
 from operating activities:
  Provision for losses on financing receivables ........        378         332
  Depreciation and amortization of buildings and
   equipment and equipment on operating leases .........        678         652
  Other - net ..........................................        465         854
                                                           --------    --------
      Cash from operating activities ...................      2,426       2,618
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in loans to customers .........................    (18,624)    (18,844)
Principal collections from customers - loans ...........     17,868      19,249
Investment in equipment for financing leases ...........     (3,509)     (3,596)
Principal collections from customers - financing leases       3,247       2,856
Net change in credit card receivables ..................        763          89
Buildings and equipment and equipment on
 operating leases:
    - additions ........................................     (1,365)     (1,537)
    - dispositions .....................................        868       1,420
Payments for principal businesses purchased, net of
 cash acquired .........................................     (3,880)       (660)
Purchases of securities by insurance and
 annuity businesses ....................................     (3,271)     (4,074)
Dispositions and maturities of securities by
 insurance and annuity businesses ......................      2,835       3,022
Other - net ............................................       (489)       (990)
                                                           --------    --------
      Cash used for investing activities ...............     (5,557)     (3,065)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in borrowings (maturities 90 days or less) ..      3,487       6,198
Newly issued debt  - short-term (maturities 91-365 days)      1,354       1,556
                   - long-term (longer than one year) ..      5,807       3,853
Proceeds - non-recourse, leveraged lease debt ..........        165         156
Repayments and other reductions:
                   - short-term (maturities 91-365 days)     (6,512)     (8,221)
                   - long-term (longer than one year) ..       (774)     (2,630)
Principal payments - non-recourse, leveraged lease debt        (206)       (184)
Proceeds from sales of investment contracts ............      1,543       1,027
Redemption of investment contracts .....................     (1,553)     (1,262)
Dividends paid .........................................       (411)       (336)
Issuance of preferred stock in excess of par value .....        300        --
                                                           --------    --------
      Cash from financing activities ...................      3,200         157
                                                           --------    --------

INCREASE (DECREASE) IN CASH AND EQUIVALENTS ............         69        (290)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............      3,080       4,648
                                                           --------    --------
CASH AND EQUIVALENTS AT END OF PERIOD ..................   $  3,149    $  4,358
                                                           ========    ========
</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.   In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standards  No.  133,   Accounting  for  Derivative
     Instruments  and  Hedging  Activities  (the  "Statement").   The  Statement
     requires that, upon adoption, all derivative instruments (including certain
     derivative  instruments  embedded in other  contracts) be recognized in the
     balance  sheet at fair  value,  and that  changes  in such  fair  values be
     recognized in earnings unless specific hedging criteria are met. Changes in
     the values of derivatives  that meet these hedging criteria will ultimately
     offset  related  earnings  effects of the hedged items;  effects of certain
     changes  in fair  value are  recorded  in  equity  pending  recognition  in
     earnings.  The  Corporation  expects to adopt the  Statement  on January 1,
     2000.  The  impact of  adoption  will be  determined  by  several  factors,
     including the specific hedging instruments in place and their relationships
     to hedged items, as well as market conditions. Management has not estimated
     the effects of adoption as it believes that such  determination will not be
     meaningful until closer to the adoption date.

4.   A  summary of  changes in  share owner's equity that do not result directly
     from transactions with share owners is provided below.

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                           --------------------
                                                          MARCH 27,   MARCH 28,
     (In millions)                                            1999        1998 
                                                           --------    --------
     <S>                                                   <C>         <C>     
     Net earnings ......................................   $    905    $    780
     Unrealized gains (losses) on investment
      securities - net .................................       (360)          3
     Foreign currency translation adjustments ..........        (49)         (8)
                                                           --------    --------
     Total .............................................   $    496    $    775
                                                           ========    ========
</TABLE>





                                       4
<PAGE>

ITEM 1.  FINANCIAL STATEMENTS (Continued).


5.   Revenues  and   net earnings  of  the  Corporation, by  operating  segment,
     for the first three months of 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                           --------------------
                                                          MARCH 27,   MARCH 28,
      (In millions)                                           1999        1998 
                                                           --------    --------
      <S>                                                 <C>         <C>      
      REVENUES
      Consumer Services ................................   $  4,011    $  3,720
      Equipment Management .............................      3,529       3,292
      Mid-Market Financing .............................      1,014         808
      Specialized Financing ............................        777         744
      Specialty Insurance ..............................        817         852
      All other ........................................         42          85
                                                           --------    --------
      Total revenues ...................................   $ 10,190    $  9,501
                                                           ========    ========

      NET EARNINGS
      Consumer Services ................................   $    211    $    154
      Equipment Management .............................        210         170
      Mid-Market Financing .............................        116         103
      Specialized Financing ............................        194         176
      Specialty Insurance ..............................        134         126
      All other ........................................         40          51
                                                           --------    --------
      Total net earnings ...............................   $    905    $    780
                                                           ========    ========
</TABLE>


                                       5
<PAGE>

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

OVERVIEW

Net  earnings  for the first  three  months of 1999  were $905  million,  a $125
million  (16%)  increase  over the  first  three  months  of 1998.  The  results
reflected the globalization  and diversity of the  Corporation's  businesses and
were led by double-digit  increases in Consumer Services,  Equipment Management,
Specialized  Financing and Mid-Market Financing  activities.  The improvement in
earnings  was largely  attributable  to the effects of continued  asset  growth,
principally   from   acquisitions   of  businesses  and  portfolios  and  higher
origination volume.

The Corporation's contribution to its parent, General Electric Capital Services,
Inc. ("GECS"),  after payment of dividends on its variable cumulative  preferred
stock, was $880 million,  a $122 million (16%) increase over the comparable 1998
period.

OPERATING RESULTS

TOTAL REVENUES from all sources  increased $689 million (7%) to $10,190  million
for the first three months of 1999,  compared with $9,501  million for the first
three months of 1998. This increase was led by acquisition-related growth in the
Consumer  Services and Mid-Market  Financing  segments and a combination of core
and acquisition growth in the Equipment Management segment.

INTEREST  EXPENSE  for the first  three  months of 1999 was $2,020  million,  4%
higher than for the first  three  months of 1998.  The  increase  reflected  the
effects of higher  average  borrowings  used to finance asset growth,  partially
offset by the effects of lower average  interest rates.  The composite  interest
rate on the  Corporation's  borrowings  for the first  three  months of 1999 was
5.32% compared with 6.08% in the first three months of 1998.

OPERATING AND  ADMINISTRATIVE  EXPENSES were $2,965  million for the first three
months of 1999, a 13% increase over the first three months of 1998. The increase
primarily  reflected costs  associated  with businesses and portfolios  acquired
over the past year,  higher  investment levels and increases in other costs that
vary directly with increased revenues.

INSURANCE LOSSES AND POLICYHOLDER AND ANNUITY BENEFITS  increased $71 million to
$1,413 million for the first three months of 1999, compared with the first three
months of 1998.  The  increase  primarily  reflected  the  effects  of  business
acquisitions  and growth in premium  volume  throughout  the  period,  partially
offset by improved conditions in the mortgage insurance business.

PROVISION FOR LOSSES ON FINANCING  RECEIVABLES increased to $378 million for the
first three months of 1999 from $332 million for the first three months of 1998.
These provisions  principally  related to credit cards,  personal loans and auto
loans and auto leases in the  Consumer  Services  segment,  which are  discussed
below under Portfolio Quality.

DEPRECIATION  AND  AMORTIZATION  OF BUILDINGS  AND  EQUIPMENT  AND  EQUIPMENT ON
OPERATING  LEASES  increased  $26  million to $678  million  for the first three
months  of  1999 compared  with $652 million for the first three months of 1998.
The  increase  was  principally  the  result of higher  levels of  equipment  on
operating leases, primarily reflecting acquisition growth.

PROVISION  FOR INCOME  TAXES was $305 million for the first three months of 1999
(an effective tax rate of 25.2%), compared with $323 million for the first three
months of 1998 (an effective tax rate of 29.3%).  The lower provision for income
taxes  and  effective tax  rate primarily  reflected decreased taxes on non-U.S.
earnings.


                                       6
<PAGE>

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

OPERATING SEGMENTS

Revenues and net earnings of the  Corporation,  by  operating  segment,  for the
first three months of 1999 and 1998 are summarized and discussed below.

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                           --------------------
                                                          MARCH 27,   MARCH 28,
      (In millions)                                           1999        1998 
                                                           --------    --------
      <S>                                                 <C>         <C>      
      REVENUES
      Consumer Services ................................   $  4,011    $  3,720
      Equipment Management .............................      3,529       3,292
      Mid-Market Financing .............................      1,014         808
      Specialized Financing ............................        777         744
      Specialty Insurance ..............................        817         852
      All other ........................................         42          85
                                                           --------    --------
      Total revenues ...................................   $ 10,190    $  9,501
                                                           ========    ========

      NET EARNINGS
      Consumer Services ................................   $    211    $    154
      Equipment Management .............................        210         170
      Mid-Market Financing .............................        116         103
      Specialized Financing ............................        194         176
      Specialty Insurance ..............................        134         126
      All other ........................................         40          51
                                                           --------    --------
      Total net earnings ...............................   $    905    $    780
                                                           ========    ========
</TABLE>

Consumer Services revenues  increased 8% and net earnings  increased 37% for the
first three  months of 1999,  compared to the first  three  months of 1998.  The
increase in revenues was led by  acquisition-related  growth at Global  Consumer
Finance and GE  Financial  Assurance,  the  Corporation's  consumer  savings and
insurance business,  partially offset by the effects of planned asset reductions
in U.S. consumer credit card and automobile financing  activities.  The increase
in net  earnings  was led by a  combination  of core and  acquisition  growth at
Global Consumer Finance.

Equipment  Management  revenues  grew 7% and net earnings grew 24% for the first
three months of 1999, compared to the corresponding  period in 1998,  reflecting
asset  growth  and gains  recognized  on sales of  assets.  Increased  volume at
Information  Technology  Solutions also  contributed to the revenue increase and
improved asset quality contributed to the increase in net earnings.

Mid-Market  Financing  revenues grew 25% and net earnings  increased 13% for the
first  three  months  of 1999,  compared  to the  corresponding  period in 1998,
primarily as a result of acquisition growth.

Specialized  Financing  revenues  rose 4% and net earnings  increased 10% in the
first three  months of 1999,  compared to the first  three  months of 1998.  The
increases  in revenues and net earnings  principally  reflected  asset growth as
well as the effects of asset gains, including securitizations.

Specialty  Insurance  revenues  decreased  4% in the first three months of 1999,
compared  to the  corresponding  period  in  1998,  principally  resulting  from
decreased  premium volume in the U.K. credit  insurance  business.  Net earnings
increased 6% in the same period, primarily reflecting improved conditions in the
Mortgage  Insurance  business,  the result of improvements  in loss  experience,
partially  offset  by lower  earnings  at the  U.K.  credit  insurance  business
associated with the decrease in revenues.


                                       7
<PAGE>

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

PORTFOLIO QUALITY

FINANCING  RECEIVABLES are the financing segment's largest asset and its primary
source of revenues. The portfolio of financing receivables, before allowance for
losses,  decreased to $122.7  billion at March 27, 1999,  from $124.3 billion at
the  end  of  1998,   primarily  reflecting  the  effects  of  foreign  currency
translation  on  European  financing  receivables,  partially  offset  by higher
origination volume and acquisition  growth. The related allowances for losses at
March 27, 1999  amounted to $3.2 billion  ($3.3 billion at the end of 1998) and,
in  management's  judgment,  are  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 (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.  The following  discussion of the
nonearning  and  reduced-earning   receivable  balances  and  write-off  amounts
excludes amounts related to Montgomery Ward Holding Corp. and affiliates,  which
are separately discussed below.

CONSUMER  FINANCING  RECEIVABLES,  primarily  credit card and personal loans and
auto loans and leases,  were $51.1 billion at March 27, 1999, a decrease of $0.5
billion from the end of 1998. Nonearning  receivables were $1.2 billion at March
27, 1999,  2.3% of total  consumer  financing  receivables,  compared  with $1.3
billion, 2.4% of total consumer receivables, at December 31, 1998. Write-offs of
consumer  receivables  decreased  to $286  million for the first three months of
1999,  compared  with $356  million  for the first  three  months of 1998.  This
decrease  was  primarily  attributable  to  lower  average  receivable  balances
resulting  from  securitization  and other  sales of  portfolios  as well as the
effects of lower delinquencies during the first three months of 1999.

OTHER  FINANCING  RECEIVABLES,  totaling  $71.6 billion at March 27, 1999 ($72.7
billion at December 31, 1998), consisted of a diverse commercial, industrial and
equipment  loan and lease  portfolio.  Related  nonearning  and  reduced-earning
receivables were less than 1% of total other financing  receivables at March 27,
1999 and December 31, 1998.

As discussed in the Corporation's  Annual Report on Form 10-K for the year ended
December 31, 1998,  Montgomery  Ward Holding Corp.  ("MWHC")  filed a bankruptcy
petition for  reorganization in 1997. The Corporation's  recorded  investment in
MWHC and  affiliates at March 27, 1999 was $576 million ($622 million at the end
of 1998). Subsequent to the filing of the petition, the Corporation committed to
provide MWHC up to $1.0 billion in debtor-in-possession financing, a majority of
which has been syndicated:  the Corporation's loans under this facility at March
27,  1999  were  approximately  $149  million.  The  Corporation  also  provides
revolving  credit card financing  directly to customers of MWHC and  affiliates;
such receivables totaled $3.0 billion at March 27, 1999,  including $1.8 billion
that have been sold with recourse.  The obligations of customers with respect to
these receivables are not affected by the bankruptcy  filing. On April 30, 1999,
MWHC filed a plan of  reorganization  that,  if  approved,  would  allow MWHC to
emerge from bankruptcy in August 1999. As part of the restructuring provided for
in the plan, the Corporation will acquire The Signature Group,  which was not in
bankruptcy, as well as the equity of the reorganized retailer.

The Corporation held loans and leases to commercial  airlines amounting to $10.4
billion at March 27, 1999, up from $10.2 billion at the end of 1998.

OTHER MATTERS

YEAR 2000

As discussed in the Corporation's  Annual Report on Form 10-K for the year ended
December 31, 1998, the  Corporation is applying a Six Sigma quality  approach to
identify and mitigate Year 2000 issues in  its   information  systems,  products
and services, facilities and suppliers, as well as to assess the extent to which
Year 2000 issues will affect its customers.  That approach includes a fourth and
final  phase - the control  phase - for the  completion,  testing and  continued
monitoring of Year 2000  readiness and the  completion of necessary  contingency
plans. The Corporation is developing, testing and implementing contingency plans
to ameliorate any potential internal or external disruption of critical business
processes.  The specific  actions  identified in such  contingency  plans differ
depending  on  circumstances,   but  most  often  include  manual  work-arounds,
deployment of backup or secondary technologies,  rearranging work schedules, and
substitution    of   suppliers,  as   appropriate.     While   the   Corporation
does         not         expect         significant         disruptions       of

                                       8
<PAGE>

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

critical business  processes caused by internal Year 2000 issues, the likelihood
of  externally-caused  disruptions and the ability of the  contingency  plans to
ameliorate  the  effects  of  any  such  externally-caused  disruptions  is  not
determinable.  The  total  estimate  of Year  2000  expenditures,  adjusted  for
increases related to acquired companies,  is in line with previous  projections.
The activities  related to Year 2000 efforts  necessarily  involve estimates and
projections  of activities  and  resources  that will be required in the future.
These estimates and projections could change as work progresses.




                                       9
<PAGE>

                                                                      EXHIBIT 12
<TABLE>
<CAPTION>

        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

                        THREE MONTHS ENDED MARCH 27, 1999

                                   (Unaudited)

                                                                       RATIO OF
                                                                       EARNINGS
                                                                          TO   
                                                                       COMBINED
                                                                         FIXED 
                                                           RATIO OF     CHARGES
                                                           EARNINGS       AND  
                                                              TO      PREFERRED
                                                            FIXED        STOCK 
(Dollar amounts in millions)                               CHARGES    DIVIDENDS
                                                           --------    --------
<S>                                                        <C>         <C>     
Net earnings ...........................................   $    905    $    905
Provision for income taxes .............................        305         305
Minority interest in net earnings of consolidated
 affiliates ............................................         15          15
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest .....................................      1,225       1,225
                                                           --------    --------
Fixed charges:
  Interest .............................................      2,075       2,075
  One-third of rentals .................................         86          86
                                                           --------    --------
Total fixed charges ....................................      2,161       2,161
                                                           --------    --------

Less interest capitalized, net of amortization .........         24          24
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest, plus fixed charges .................   $  3,362    $  3,362
                                                           ========    ========

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

Preferred stock dividend requirements ..................               $     25
Ratio of earnings before provision for income taxes to
 net earnings ..........................................                   1.34
Preferred stock dividend factor on pre-tax basis .......                     33
Fixed charges ..........................................                  2,161
                                                                       --------
Total fixed charges and preferred stock dividend
 requirements ..........................................               $  2,194
                                                                       ========
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.


                                       10
<PAGE>

                           PART II--OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     a.  EXHIBITS.

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

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


     b.  REPORTS ON FORM 8-K.

         None.




                                       11
<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:  May 11, 1999                  By:         /s/ J.A. Parke
                                         --------------------------------
                                                   J.A. Parke,
                                            Executive Vice President
                                           and Chief Financial Officer
                                          (Principal Financial Officer)


Date:  May 11, 1999                  By:        /s/ J.C. Amble
                                         --------------------------------
                                                   J.C. Amble,
                                          Vice President and Controller
                                          (Principal Accounting Officer)







                                       12
<PAGE>

        GENERAL ELECTRIC CAPITAL CORPORATION AND CONSOLIDATED AFFILIATES

                                INDEX TO EXHIBITS


EXHIBIT NO.                                                          PAGE
- -----------                                                        --------

    12       Computation of ratio of earnings to fixed charges
             and computation of ratio of earnings to combined
             fixed charges and preferred stock dividends ........     10 


    27       Financial Data Schedule (filed electronically only)




                                       13

<PAGE>

                                                                      EXHIBIT 12
<TABLE>
<CAPTION>

        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

                        THREE MONTHS ENDED MARCH 27, 1999

                                   (Unaudited)

                                                                       RATIO OF
                                                                       EARNINGS
                                                                          TO   
                                                                       COMBINED
                                                                         FIXED 
                                                           RATIO OF     CHARGES
                                                           EARNINGS       AND  
                                                             TO       PREFERRED
                                                            FIXED        STOCK 
(Dollar amounts in millions)                               CHARGES    DIVIDENDS
                                                           --------    --------
<S>                                                        <C>         <C>     
Net earnings ...........................................   $    905    $    905
Provision for income taxes .............................        305         305
Minority interest in net earnings of consolidated
 affiliates ............................................         15          15
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest .....................................      1,225       1,225
                                                           --------    --------
Fixed charges:
  Interest .............................................      2,075       2,075
  One-third of rentals .................................         86          86
                                                           --------    --------
Total fixed charges ....................................      2,161       2,161
                                                           --------    --------

Less interest capitalized, net of amortization .........         24          24
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest, plus fixed charges .................   $  3,362    $  3,362
                                                           ========    ========

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

Preferred stock dividend requirements ..................               $     25
Ratio of earnings before provision for income taxes to
 net earnings ..........................................                   1.34
Preferred stock dividend factor on pre-tax basis .......                     33
Fixed charges ..........................................                  2,161
                                                                       --------
Total fixed charges and preferred stock dividend
 requirements ..........................................               $  2,194
                                                                       ========
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>

<PAGE>
<ARTICLE>                                          5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED  FINANCIAL  STATEMENTS  FOR  THE PERIOD ENDED MARCH 27, 1999,   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>                                      3-MOS
<FISCAL-YEAR-END>                                  DEC-31-1999
<PERIOD-END>                                       MAR-27-1999
<CASH>                                                         3,149
<SECURITIES>                                                  56,210
<RECEIVABLES>                                                122,667
<ALLOWANCES>                                                   3,226
<INVENTORY>                                                      613
<CURRENT-ASSETS>                                                   0
<PP&E>                                                        32,972
<DEPRECIATION>                                                 8,949
<TOTAL-ASSETS>                                               270,553
<CURRENT-LIABILITIES>                                              0
<BONDS>                                                       58,624
                                              0
                                                        3
<COMMON>                                                         768
<OTHER-SE>                                                    20,684
<TOTAL-LIABILITY-AND-EQUITY>                                 270,553
<SALES>                                                        1,640
<TOTAL-REVENUES>                                              10,190
<CGS>                                                          1,511
<TOTAL-COSTS>                                                      0
<OTHER-EXPENSES>                                               2,965
<LOSS-PROVISION>                                                 378
<INTEREST-EXPENSE>                                             2,020
<INCOME-PRETAX>                                                1,210
<INCOME-TAX>                                                     305
<INCOME-CONTINUING>                                              905
<DISCONTINUED>                                                     0
<EXTRAORDINARY>                                                    0
<CHANGES>                                                          0
<NET-INCOME>                                                     905
<EPS-PRIMARY>                                                   0.00
<EPS-DILUTED>                                                   0.00
        

</TABLE>


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