GENERAL ELECTRIC CAPITAL SERVICES INC/CT
10-Q, 1996-05-14
SHORT-TERM BUSINESS 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 March 30, 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 0-14804

                     GENERAL ELECTRIC CAPITAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                                   06-1109503
(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 April 26,  1996,  101 shares of common  stock with a par value of $10,000
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 1. Legal Proceedings .........................................       8

     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 SERVICES, INC. AND CONSOLIDATED AFFILIATES

              CONDENSED STATEMENT OF CURRENT AND RETAINED EARNINGS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                          ----------------------
(In millions)                                             MARCH 30,     APRIL 1,
                                                             1996        1995
                                                          ---------    --------
<S>                                                        <C>         <C>     
EARNED INCOME ..........................................   $  7,245    $  5,754
                                                           --------    --------

EXPENSES

Interest ...............................................      1,735       1,543
Operating and administrative ...........................      2,185       1,736
Insurance losses and policyholder and annuity benefits .      1,602       1,091
Provision for losses on financing receivables ..........        213          79
Depreciation and amortization of buildings and equipment
 and equipment on operating leases .....................        493         452
Minority interest in net earnings of consolidated
 affiliates ............................................         44          27
                                                           --------    --------
                                                              6,272       4,928
                                                           --------    --------

EARNINGS

Earnings before income taxes ...........................        973         826
Provision for income taxes .............................       (323)       (267)
                                                           --------    --------

NET EARNINGS ...........................................        650         559
Dividends ..............................................       (225)       (193)
Retained earnings at beginning of period ...............      9,518       8,194
                                                           --------    --------
RETAINED EARNINGS AT END OF PERIOD .....................   $  9,943    $  8,560
                                                           ========    ========
</TABLE>















See Notes to Condensed, Consolidated Financial Statements.

                                       1
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (Continued).

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                    CONDENSED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>

(In millions)                                             MARCH 30,   DECEMBER 31,
                                                             1996         1995
                                                          ---------   ------------
                                                          (unaudited)

ASSETS
<S>                                                        <C>         <C>     
Cash and equivalents ...................................   $  2,149    $  1,949
Investment securities ..................................     40,750      41,063
Financing receivables
   Time sales and loans, net of deferred income ........     58,749      59,591
   Investment in financing leases, net of
    deferred income ....................................     35,949      36,200
                                                           --------    --------
                                                             94,698      95,791
   Allowance for losses on financing receivables .......     (2,490)     (2,519)
                                                           --------    --------
      Financing receivables -- net .....................     92,208      93,272
Other receivables -- net ...............................     12,830      12,897
Equipment on operating leases (at cost),
 less accumulated amortization of $4,934 and $4,670 ....     14,354      13,793
Other assets ...........................................     24,459      22,755
                                                           --------    --------
   TOTAL ASSETS ........................................   $186,750    $185,729
                                                           ========    ========

LIABILITIES AND EQUITY

Short-term borrowings ..................................   $ 62,879    $ 62,808
Long-term borrowings
   Senior ..............................................     49,063      47,794
   Subordinated ........................................        996         996
Insurance liabilities, reserves and annuity benefits ...     40,285      39,699
Other liabilities ......................................     11,510      12,264
Deferred income taxes ..................................      6,765       6,872
                                                           --------    --------
   Total liabilities ...................................    171,498     170,433
                                                           --------    --------
Minority interest in equity of consolidated affiliates .      2,520       2,522
                                                           --------    --------
Capital stock ..........................................         11          11
Additional paid-in capital .............................      2,314       2,314
Retained earnings ......................................      9,943       9,518
Unrealized gains on investment securities ..............        528         989
Foreign currency translation adjustments ...............        (64)        (58)
                                                           --------    --------
   Total equity ........................................     12,732      12,774
                                                           --------    --------
TOTAL LIABILITIES AND EQUITY ...........................   $186,750    $185,729
                                                           ========    ========
</TABLE>








See Notes to Condensed, Consolidated Financial Statements.

                                       2
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (Continued).

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

                        CONDENSED STATEMENT OF CASH FLOWS

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                          ---------------------
(In millions)                                             MARCH 30,    APRIL 1,
                                                             1996        1995
                                                          ---------    --------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                        <C>         <C>     
Net earnings ...........................................   $    650    $    559
Adjustments to reconcile net earnings to cash
 provided from operating activities:

   Provision for losses on financing receivables .......        213          79
   Depreciation and amortization of buildings and
    equipment and equipment on operating leases ........        493         452
   Other -- net ........................................        116         307
                                                           --------    --------
      Cash provided from operating activities ..........      1,472       1,397
                                                           --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES

Increase in loans to customers .........................    (11,391)    (11,718)
Principal collections from customers ...................     11,876       9,870
Investment in assets on financing leases ...............     (2,914)     (2,351)
Principal collections on financing leases ..............      2,908       1,551
Net decrease in credit card receivables ................        172         459
Buildings and equipment and equipment on
 operating leases:
     - additions .......................................     (1,367)     (1,310)
     - dispositions ....................................        350         549
Payments for principal businesses purchased,
 net of cash acquired ..................................        (97)     (1,627)
Purchases of investment securities by insurance
 affiliates and annuity businesses .....................     (3,551)     (3,038)
Dispositions and maturities of investment securities
 by insurance affiliates and annuity businesses ........      3,158       2,850
Other -- net ...........................................     (1,327)       (449)
                                                           --------    --------
      Cash used for investing activities ...............     (2,183)     (5,214)
                                                           --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES

Net change in borrowings (maturities 90 days or less) ..     (1,414)     (4,126)
Newly issued debt
     - short-term (maturities 91-365 days) .............        882         563
     - long-term senior ................................      7,657      11,965
Proceeds - non-recourse, leveraged lease debt ..........        236        --
Repayments and other reductions
     - short-term (maturities 91-365 days) .............     (5,479)     (3,712)
     - long-term senior ................................       (314)       --
Principal payments - non-recourse, leveraged lease debt        (103)        (99)
Proceeds from sales of investment and annuity contracts         149         387
Redemption of investment and annuity contracts .........       (478)       (590)
Dividends paid .........................................       (225)       (193)
                                                           --------    --------
      Cash provided from financing activities ..........        911       4,195
                                                           --------    --------
INCREASE IN CASH AND EQUIVALENTS .......................        200         378
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............      1,949       1,218
                                                           --------    --------
CASH AND EQUIVALENTS AT END OF PERIOD ..................   $  2,149    $  1,596
                                                           ========    ========
</TABLE>

See Notes to Condensed, Consolidated Financial Statements.

                                       3
<PAGE>


ITEM 1. FINANCIAL STATEMENTS (Continued).

       GENERAL ELECTRIC CAPITAL SERVICES, INC. AND CONSOLIDATED AFFILIATES

              NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.   The accompanying  condensed  quarterly financial  statements  represent the
     consolidation of General Electric Capital  Services,  Inc.  ("Corporation")
     and   all   majority-owned   and   controlled   affiliates   ("consolidated
     affiliates").   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  quarter of 1996 were $650  million,  a $91
million (16%) increase over the first quarter of 1995.

         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  increase in net  earnings for
these  businesses  principally  resulted from a higher average level of invested
assets,   partially  offset  by  higher   provisions  for  losses  on  financing
receivables.  Financing spreads were essentially the same in both periods as the
decrease  in  interest  rates paid on  borrowings  were  offset by a decrease in
yields.

         The  Specialty  Insurance  segment,  principally  GE  Global  Insurance
Holding Corporation,  also contributed to the increase in net earnings primarily
due  to  increased  premium  and  investment  income  resulting  from  the  1995
acquisitions of the Frankona and Aachen Reinsurance Groups. These increases were
partially  offset by  increases  in  reserves  for  insurance  losses  and other
expenses, also primarily related to the acquisitions.

OPERATING RESULTS

          EARNED  INCOME  from all sources  increased  $1,491  million  (26%) to
$7,245 million for the first quarter of 1996,  compared  with $5,754  million in
the first quarter of 1995.

         Earned income from the  specialized  financing,  mid-market  financing,
consumer  services and equipment  management  businesses  increased $721 million
(17%) over the  comparable  prior-year  period  principally  reflecting a higher
average level of invested  assets,  resulting from both  origination  volume and
acquisitions  of portfolios and  businesses.  A portion of the increase was also
attributable to higher consumer insurance premiums due to the acquisition of the
long-term care insurance  business during 1995. Earned income from the specialty
insurance  businesses  increased  $761 million  (53%) to $2,198  million for the
first  quarter of 1996  compared  with the first  quarter of 1995.  The increase
primarily  reflected  increased premium and investment income resulting from the
Frankona  and  Aachen  acquisitions,   increased  realized  gains  on  sales  of
investment  securities and growth in premium and investment  income in the other
insurance businesses.

         INTEREST EXPENSE for the first quarter of 1996 was $1,735 million,  12%
higher than for the first quarter 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 borrowings for
the first quarter of 1996 was 6.38%  compared with 6.65% in the first quarter of
1995.

         OPERATING AND ADMINISTRATIVE EXPENSES were $2,185 million for the first
quarter of 1996, a 26%  increase  over the first  quarter of 1995.  The increase
primarily  reflected costs  associated  with businesses and portfolios  acquired
over the past year and higher investment levels.

         INSURANCE LOSSES AND POLICYHOLDER AND ANNUITY BENEFITS increased 47% to
$1,602  million for the first quarter of 1996,  compared with $1,091 million for
the first quarter of 1995. The increase primarily resulted from the Frankona and
Aachen  acquisitions  and from  higher  policyholder  benefit  costs  due to the
acquisition of the long-term care insurance business during 1995.

         PROVISION FOR LOSSES ON FINANCING RECEIVABLES increased to $213 million
for the first  quarter of 1996 from $79 million  for the first  quarter of 1995.
These provisions  principally  related to private-label and bank credit cards in
the Consumer Segment which are discussed below under Portfolio Quality.

                                       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  $41 million (9%) to $493 million for the first
quarter of 1996 compared  with $452 million for the first  quarter 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 $323  million for the first  quarter of
1996 (an effective tax rate of 33.2%),  compared with $267 million for the first
quarter of 1995 (an  effective  tax rate of 32.3%).  The  higher  provision  for
income taxes  reflected  increased  pre-tax  earnings.  The increase in the 1996
effective  tax rate resulted  primarily  from  proportionately  lower tax exempt
income and an increase in non-U.S.  taxes, partially offset by benefits received
upon termination of certain leveraged leases and increased tax credits.

PORTFOLIO QUALITY

         THE PORTFOLIO OF FINANCING  RECEIVABLES,  before  allowance for losses,
decreased  to $94.7  billion at March 30, 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 March 30, 1996, aggregated
$2.5 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 and 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 $41.4  billion at March 30,  1996,  a decrease  of $0.6
billion  from  the end of  1995.  Nonearning  and  reduced  earning  receivables
increased to $712  million at March 30, 1996,  from $671 million at December 31,
1995. Write-offs of consumer receivables increased to $190 million for the first
quarter  of 1996,  compared  with $143  million  for the first  quarter of 1995,
primarily due 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
$13.3 billion at March 30, 1996,  compared with $13.4 billion at year-end  1995.
Nonearning and reduced  earning  receivables  increased to $263 million at March
30, 1996, from $179 million at December 31, 1995.  Write-offs of commercial real
estate loans were $10 million for the first  quarter of 1996,  compared with $57
million for the first quarter of 1995. At March 30, 1996,  the  commercial  real
estate portfolio also included, in other assets, $2.2 billion of assets acquired
for resale from various financial  institutions  ($2.3 billion at year-end 1995)
and $1.7 billion of investments in real estate ventures  (essentially  unchanged
from the prior year end).

         OTHER FINANCING  RECEIVABLES,  totaling $40.0 billion at March 30, 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  increased to $297 million at March 30, 1996,  from
$285 million at year-end 1995.

         Loans and leases to commercial  airlines  amounted  to  $8.4 billion at
March 30, 1996, up slightly 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 SERVICES, INC. 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 30, 1996

                                   (Unaudited)
<TABLE>
<CAPTION>

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

Net earnings ...........................................   $    650    $    650
Provision for income taxes .............................        323         323
Minority interest in net earnings  of consolidated
 affiliates ............................................         44          44
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest .....................................      1,017       1,017
                                                           --------    --------
Fixed charges:

Interest ...............................................      1,750       1,750
One-third of rentals ...................................         41          41
                                                           --------    --------

Total fixed charges ....................................      1,791       1,791
                                                           --------    --------

Less capitalized interest, net of amortization .........          6           6

Earnings before provision for income taxes and
 minority interest plus fixed charges ..................   $  2,802    $  2,802
                                                           ========    ========

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

Preferred stock dividend requirements ..................               $     --
Ratio of earnings before provision for
 income taxes to net earnings ..........................                   1.50
Preferred stock dividend on pre-tax basis ..............                     --
Fixed charges ..........................................                  1,791
                                                                       --------
Total fixed charges and preferred stock dividend
 requirements ..........................................               $  1,791
                                                                       ========

Ratio of earnings to combined fixed charges and
 preferred stock dividends .............................                   1.56
                                                                       ========
</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 1. LEGAL PROCEEDINGS

         The  following  is not  material  but  is  provided  for  informational
purposes. As previously reported, following the announcement by General Electric
Company  ("GE  Company")  on April 17,  1994,  of a $210  million  charge to net
earnings  based upon its  discovery  of false  trading  profits at its  indirect
subsidiary,  Kidder, Peabody & Co., Incorporated  ("Kidder"),  the United States
Securities and Exchange Commission  ("SEC"),  the United States Attorney for the
Southern  District  of New  York,  and the New  York  Stock  Exchange  initiated
investigations  relating to the false trading  profits.  On January 9, 1996, the
SEC initiated administrative  enforcement proceedings against the former head of
Kidder's  government  securities  trading  desk,  Joseph Jett,  alleging that he
engaged in securities  fraud and other  violations and against two of his former
supervisors for failure to supervise.  Also, two civil suits purportedly brought
on behalf of GE Company as shareholder derivative actions were filed in New York
State  Supreme  Court in New York  County.  Both suits  claim that GE  Company's
directors breached their fiduciary duties to GE Company by failing to adequately
supervise and control the Kidder employee responsible for the irregular trading.
One suit,  claiming damages of over $350 million,  was filed on May 10, 1994, by
the Teachers'  Retirement System of Louisiana against GE Company,  its directors
(other than Messrs.  Dammerman,  Opie and Penske),  Kidder, its parent,  Kidder,
Peabody Group Inc., and certain of Kidder's former  officers and directors.  The
other suit was filed on June 3, 1994, by William  Schrank and others  against GE
Company's  directors claiming  unspecified  damages and other relief. Both suits
were  consolidated  in an amended  complaint  filed on March 6, 1995. On May 19,
1995,  GE Company  and the  director  defendants  moved to dismiss  the  amended
consolidated  complaint for failure to make a pre-litigation demand, among other
reasons.  On April  16,  1996,  the court  dismissed  the  amended  consolidated
complaint  for failure to make a  pre-litigation  demand.  In addition,  various
shareholders  of GE Company have filed two purported class action suits claiming
that GE  Company  and  Kidder,  and  certain of  Kidder's  former  officers  and
employees,  allegedly  violated  federal  securities laws by issuing  statements
concerning  GE Company's  financial  condition  that  included the false trading
profits at  Kidder,  and  seeking  compensatory  damages  for  shareholders  who
purchased GE Company's  stock beginning as early as January 1993. The defendants
filed motions to dismiss these purported class action suits. On October 4, 1995,
the court dismissed the complaint  against GE Company,  but denied the motion to
dismiss the complaint against Kidder. On November 3, 1995, the plaintiffs in the
case against GE Company appealed the trial court's  dismissal of their complaint
to the Second Circuit Court of Appeals.

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.

                                       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 SERVICES, INC.
                                                 (Registrant)

Date:  May 14, 1996              By:             /s/ J.A. Parke
                                      -------------------------------------
                                      J.A. Parke, Senior Vice President, Finance
                                            (Principal Financial Officer)

Date:  May 14, 1996              By:            /s/ J.C. Amble
                                      -------------------------------------
                                      J.C. Amble, Vice President and Controller
                                            (Principal Accounting Officer)





                                       9
<PAGE>


       GENERAL ELECTRIC CAPITAL SERVICES, INC. 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 ...................      7

    27         Financial Data Schedule (filed electronically only)



                                     10



                                                                      EXHIBIT 12

       GENERAL ELECTRIC CAPITAL SERVICES, INC. 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 30, 1996

                                   (Unaudited)
<TABLE>
<CAPTION>

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

Net earnings ...........................................   $    650    $    650
Provision for income taxes .............................        323         323
Minority interest in net earnings  of consolidated
 affiliates ............................................         44          44
                                                           --------    --------
Earnings before provision for income taxes and
 minority interest .....................................      1,017       1,017
                                                           --------    --------
Fixed charges:

Interest ...............................................      1,750       1,750
One-third of rentals ...................................         41          41
                                                           --------    --------

Total fixed charges ....................................      1,791       1,791
                                                           --------    --------

Less capitalized interest, net of amortization .........          6           6

Earnings before provision for income taxes and
 minority interest plus fixed charges ..................   $  2,802    $  2,802
                                                           ========    ========

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

Preferred stock dividend requirements ..................               $     --
Ratio of earnings before provision for
 income taxes to net earnings ..........................                   1.50
Preferred stock dividend on pre-tax basis ..............                     --
Fixed charges ..........................................                  1,791
                                                                       --------
Total fixed charges and preferred stock dividend
 requirements ..........................................               $  1,791
                                                                       ========

Ratio of earnings to combined fixed charges and
 preferred stock dividends .............................                   1.56
                                                                       ========
</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 MARCH 30, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS </LEGEND>

<CIK>                    0000797463
<NAME>                   GENERAL ELECTRIC CAPITAL SERVICES, INC.
<MULTIPLIER>             1,000,000
       
<S>                                                <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-END>                                       MAR-30-1996
<CASH>                                                         2,149
<SECURITIES>                                                  40,750
<RECEIVABLES>                                                 94,698
<ALLOWANCES>                                                   2,490
<INVENTORY>                                                        0
<CURRENT-ASSETS>                                                   0
<PP&E>                                                        21,975
<DEPRECIATION>                                                 5,958
<TOTAL-ASSETS>                                               186,750
<CURRENT-LIABILITIES>                                              0
<BONDS>                                                       50,059
                                              0
                                                       10
<COMMON>                                                           1
<OTHER-SE>                                                    12,721
<TOTAL-LIABILITY-AND-EQUITY>                                 186,750
<SALES>                                                            0
<TOTAL-REVENUES>                                               7,245
<CGS>                                                              0
<TOTAL-COSTS>                                                      0
<OTHER-EXPENSES>                                               2,185
<LOSS-PROVISION>                                                 213
<INTEREST-EXPENSE>                                             1,735
<INCOME-PRETAX>                                                  973
<INCOME-TAX>                                                     323
<INCOME-CONTINUING>                                              650
<DISCONTINUED>                                                     0
<EXTRAORDINARY>                                                    0
<CHANGES>                                                          0
<NET-INCOME>                                                     650
<EPS-PRIMARY>                                                      0.00
<EPS-DILUTED>                                                      0.00
        


</TABLE>


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